exv10w14



 





Exhibit 10.14




SUBLEASE




     This
Sublease (“Sublease”) is dated as of the
9th day
of December, 2005
(“Effective Date”) by and between FRANCE TELECOM LONG DISTANCE USA, LLC, a Delaware limited
liability company (“Sublandlord”), and K12 Inc., a Delaware corporation (“Subtenant”).



RECITALS:




     R-l. TST WOODLAND FUNDING I, L.L.C., a Delaware limited liability company (“Original
Landlord”), as landlord and Sublandlord, as tenant, entered into that certain Deed of Lease dated
as of October 1, 2002 (“Prime Lease”) for premises containing approximately 55,504 square feet of
rentable space (“Premises”) located on the fifth (5th) and sixth (6th) floors
of the office building known as 2300 Corporate Park Drive, Woodland
Park, Herndon, Virginia 20171
(“Building”). A true and correct copy (except for certain financial information which has been
redacted) of the Prime Lease is attached hereto as EXHIBIT A.



     R-2. ACP/2300 CORPORATE PARK DRIVE, LLC is the successor-in-interest to the Original Landlord
(“Prime Landlord”).



     R-3. Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease from
Sublandlord, that certain space containing approximately 27,752 rentable square feet and located
on the fifth (5th) floor of the Building, as more particularly described herein, upon
the terms and conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublandlord and Subtenant hereby agree as follows:



     1. Recitals. The foregoing recitals are true and correct and are incorporated
herein.



     2. Integration. The terms in this Sublease shall have the meanings subscribed to
them in the Prime Lease except as otherwise provided herein.



     3. Subleased Premises. Sublandlord hereby subleases to Subtenant, and Subtenant
hereby subleases from Sublandlord that certain space located on the fifth (5th) floor of
the Building containing approximately twenty-seven thousand seven hundred fifty-two (27,752)
rentable square feet of space (“Subleased Premises”), as more particularly identified on
EXHIBIT B attached hereto and made a part hereof.



     4. Term. The term (“Term”) of this Sublease shall commence on January 15, 2006
(“Commencement Date”) and shall expire on September 29, 2009 (“Expiration Date”); provided,
however, that notwithstanding anything to the contrary in this Sublease, if Sublandlord fails, for
any reason other than the acts or omissions of either Subtenant or the Prime Landlord (including
without limitation the Prime Landlord’s failure to timely consent to this Sublease) or the agents
or employees of Subtenant or Prime Landlord, to provide possession of the Subleased Premises



 









 




within thirty (30) days of the Commencement Date, the Rent Commencement Date (as hereinafter
defined) will be extended for each day of delay beyond such date and provided further that if
Sublandlord fails to provide possession of the Subleased Premises on or before February 2, 2006
(subject to the exceptions set forth above), then Subtenant shall have the right to terminate this
Sublease by written notice delivered to Sublandlord on or before February 7, 2006, upon which the
parties shall have no further obligations to each other under this Sublease.




     5. Condition, Acceptance and Use of Subleased Premises.



          (a) Upon the Commencement Date, Subtenant shall accept the Subleased Premises in their
existing condition and state of repair WHERE-IS, AS-IS; provided, however, that such condition and
state of repair shall be substantially and materially similar to the Subleased Premises’ condition
and state of repair as of the date of final walkthrough prior to execution. Other than as may be
contained in the Prime Lease or in this Sublease, Subtenant acknowledges that no representations,
statements or warranties, express or implied, have been made by or on behalf of the Sublandlord in
respect to the condition of the Premises, compliance with any laws, ordinances, statutes, or
regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC §
1201 et seq. and all regulations applicable thereto promulgated as of the date hereof
(collectively “ADA”), or the use or occupation that may be made thereof, and that Sublandlord shall
in no event whatsoever be liable for any latent defects in the Subleased Premises or in the
equipment therein. Sublandlord shall use reasonable efforts to enforce the provisions of the Prime
Lease with regard to Prime Landlord’s obligations to provide services to the Subleased Premises and
common areas of the Building to the extent required of the Prime Landlord under the Prime Lease,
but subject to all terms, conditions and limitations of the Prime Lease. Unless such failure is a
result of Sublandlord’s default under the Prime Lease, or Sublandlord’s gross negligence or willful
misconduct, Sublandlord shall in no event whatsoever be liable to Subtenant for the failure by
Prime Landlord to keep and perform, according to the terms of the Prime Lease, Prime Landlord’s
duties, covenants, agreements, obligations, restrictions, conditions and provisions, nor for any
delay or interruption in Prime Landlord’s keeping and performing the same.




          (b) Acceptance of the Subleased Premises by Subtenant shall be construed as recognition that
the Subleased Premises are in a satisfactory state of repair and in sanitary condition. Unless such
failure is a result of Sublandlord’s default under the Prime Lease, or its gross negligence or
willful misconduct, Sublandlord shall not be liable for any losses or damages incurred by Subtenant
due to the failure of operation of the heating, cooling or other utility equipment or due to the
necessity of repair of same.




          (c) The Subleased Premises shall be used or occupied by Subtenant solely for the Permitted
Uses as defined in Section 3.1 of the Prime Lease and shall not be used for any other
purpose. Subtenant shall not use or occupy the Subleased Premises for any unlawful
purpose.




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          (d) Subtenant warrants that Subleased Premises at the Expiration Date, or upon other
termination of the Sublease hereunder, shall be in the same condition as when Subtenant took
possession, reasonable wear and tear excepted.




          (e) Subject to the terms and conditions of the Prime Lease, Subtenant shall have access to
the Subleased Premises twenty-four (24) hours per each day of the year. Sublandlord shall
provide one hundred (100) of its electronic access cards for the Subleased Premises and shall
instruct the Prime Landlord to reprogram the electric access system such that only the foregoing
100 cards shall provide access to the Subleased Premises (except with respect to the Prime
Landlord and Sublandlord as permitted and limited by this Sublease), or pay the costs associated
with obtaining such cards if such cards provide access to the Premises in excess of the
Subleased Premises.




     6. Rent.



          (a) Subtenant covenants and agrees to pay Sublandlord as minimum rent (“Minimum Rent”) for
the Subleased Premises without notice or demand, and without set-off, deduction or abatement,
the amount of Twenty Four Dollars and Fifty Cents ($24.50) per annum per rentable square foot of
the Subleased Premises. Minimum Rent shall be paid in equal monthly installments, in advance,
on the Rent Commencement Date and thereafter on the first (1st) day of each and every successive
month thereafter of the Term of this Sublease. If the Rent Commencement Date does not occur on
the first day of a calendar month, Subtenant shall pay a prorated monthly installment on the
Rent Commencement Date for the period from the Rent Commencement Date to the first day of the
next calendar month.



          (b) Commencing on the first anniversary of the Rent Commencement Date, and on each annual
anniversary thereafter of the Term, Minimum Rent shall be increased by four percent (4.0%), as
set forth on EXHIBIT C attached hereto and made a part hereof. If the Rent Commencement
Date does not occur on the first day of a calendar month, the increase in Minimum Rent shall be
effective on the first day of the first full calendar month after each annual anniversary of the
Rent Commencement Date.



          (c) Subtenant shall commence the payment of Minimum Rent on May 1, 2006 (“Rent Commencement
Date”). Notwithstanding the foregoing, Subtenant shall tender payment of the first full monthly
installment of Minimum Rent upon Subtenant’s execution of the Sublease.



          (d) Minimum Rent includes all Operating Expenses and Taxes contemplated under the Prime
Lease and Sublandlord hereby acknowledges and agrees that Subtenant shall not be responsible for
any other costs not specifically and expressly provided for herein, including but not limited to
costs or charges for Building or common area maintenance, utilities or taxes. However,
except as otherwise expressly provided in this Sublease, Subtenant shall pay any other additional
costs or expenses incurred under the Prime Lease related to the Sublease Premises or
Subtenant’s occupancy thereof (including, without limitation, the cost of all overtime HVAC,
energy and other services costs provided to Subtenant and/or the Sublease Premises and not
included in Operating




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Expenses or Taxes. Unless such costs and expenses can be paid directly to Prime Landlord,
Subtenant shall reimburse Sublandlord for such other amounts within ten (10) business days of
receipt of an invoice (attaching the charges of the Prime Landlord) from Sublandlord therefor. For
the purposes of this Sublease and all of Subtenant’s obligations hereunder, Minimum Rent and any
other sums due to Sublandlord from Subtenant under this Sublease shall together constitute “Rent.”




          (e) All Rent payable pursuant to this Sublease shall be payable to Sublandlord at the
address set forth for notices to Sublandlord in Section 17 below or at such other place as
Sublandlord may from time to time designate in writing.




     7. Assumption
of Obligations; Exclusion.



          (a) Subtenant agrees to assume and perform, according to the terms of the Prime Lease, all of
the duties, covenants, agreements and obligations of Sublandlord under the Prime Lease, as and when
required by the Prime Lease, with respect to the Subleased Premises, except Sublandlord’s duty to
make rent payments to Prime Landlord. Subtenant further agrees to keep and obey, according to the
terms of the Prime Lease, all of the rules, restrictions, conditions and provisions which pertain
to the Subleased Premises, and are imposed by the terms of the Prime Lease upon Sublandlord with
respect to the Subleased Premises or upon the use of the Subleased Premises. Subtenant agrees that
it will take good care of the Subleased Premises, and will not knowingly commit waste, and will not
do, suffer, or permit to be done any injury to the same. It is hereby understood and agreed that
Subtenant’s rights to use, possess and enjoy the Subleased Premises are subject to the terms,
conditions, rules and regulations of the Prime Lease and the rights and remedies of Prime Landlord
thereunder. Any failure by Subtenant to perform, keep and obey the same and a failure to cure
within the applicable cure period on notice from the Prime Landlord or Sublandlord shall be a
default by Subtenant hereunder.




          (b) To the extent applicable to the Subleased Premises only, Sublandlord hereby transfers and
subleases and Subtenant agrees to assume all of the rights, duties, obligations and privileges
granted to Sublandlord under the Prime Lease with regard to nonexclusive parking rights at the
ratio of 3.98 parking spaces per 1,000 rentable square feet of the Subleased Premises and as
otherwise described in Section 3.2 of the Prime Lease, provided that Subtenant shall have
no right to any reserved parking spaces. The parties hereto recognize and agree that Sublandlord is
expressly retaining and is not transferring or subleasing, and Subtenant shall have no right
whatsoever to exercise any or all of Sublandlord’s: (i) rights pursuant to EXHIBITS A-3, C, F
and I of the Prime Lease, or (ii) any and all termination rights, right of first offer, renewal
options or expansion rights granted by Prime Landlord to Sublandlord pursuant to the terms of the
Prime Lease or otherwise, and Sublandlord expressly retains all such rights and privileges;
provided, however, that Sublandlord shall immediately surrender the
Subleased Premises to the Prime
Landlord, to the extent Sublandlord has the legal right to effect such surrender to the Prime
Landlord, on (y) the termination of this Sublease or the Prime Lease prior to the expiration of
this Sublease for reasons other than Subtenant’s default under this Sublease, and (z) on the
expiration of this Sublease. With regard to EXHIBITS G, H




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and I, the parties hereto recognize and agree that Sublandlord is expressly retaining and
is not transferring or subleasing, and Subtenant shall have no right whatsoever to exercise fifty
percent (50%) of Sublandlord’s rights pursuant to EXHIBITS G and H, but Subtenant shall be
entitled to exercise such rights pursuant to EXHIBITS G and H on the remaining fifty
percent (50%) thereof.




     8. Title and Possession. Sublandlord covenants, agrees and represents that (a) it has
full right and authority to enter into this Sublease for the full Term hereof, that to the best of
Sublandlord’s knowledge after reasonable inquiry and investigation, Sublandlord is not in default
under the Prime Lease (and to the best of Sublandlord’s knowledge, after reasonable inquiry and
investigation there exists no event which would constitute an Event of Default under the Prime
Lease but for the giving of any required notice and passage of any applicable grace or cure
period), (b) the person or persons executing this Sublease for Sublandlord are fully authorized to
so act and no other action is required to bind Sublandlord to this Sublease; (c) Sublandlord has
the right and power to execute and deliver this Sublease and to perform its obligations hereunder,
subject only to the Prime Landlord’s consent thereto and (d) this Sublease constitutes the legal,
valid and binding agreement of Sublandlord and is enforceable in accordance with its terms and that
Subtenant, subject to the provisions of the Prime Lease and upon paying the rents and other sums
provided herein and upon performing the duties, covenants, agreements and obligations hereof and
upon keeping and obeying all of the restrictions, conditions and provisions hereof, will have, hold
and enjoy quiet possession of the Subleased Premises, free from claims of persons claiming by or
through Sublandlord for the Term herein granted but subject to all of the duties, covenants,
agreements, obligations, restrictions, conditions and provisions set forth or incorporated herein.
Sublandlord, as of the Effective Date, has not received written notice of any mechanic’s liens
charged against the Premises. During the Term of this Sublease, the Sublandlord agrees not to amend
or modify the Prime Lease in such a manner as to increase Subtenant’s obligations under this
Sublease or adversely impact Subtenant’s rights under this Sublease without prior written notice to
and reasonable approval by Subtenant. During the Term of this Sublease, Sublandlord shall not
voluntarily terminate the Prime Lease with respect to the Subleased Premises, nor will Sublandlord
knowingly act or knowingly fail to act in such a manner as to cause the termination of the Prime
Lease. Notwithstanding the foregoing, if the Prime Lease is terminated for any reason whatsoever
during the Term, this Sublease shall terminate simultaneously therewith.



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     9. Insurance. Subtenant agrees, during the Term hereof, to carry and maintain
insurance of such types and in such amounts as required under Section 11.1 of the Prime
Lease, with a company reasonably satisfactory to Sublandlord, insuring Subtenant, with Sublandlord
and Prime Landlord as additional insureds, against any liability with respect to property damage or
events occurring on or about the Subleased Premises or arising out of the use and occupancy thereof
by the Subtenant. The policy or policies maintained by Subtenant shall be issued by a company
licensed to do business in Virginia, and prior to the Commencement Date, Subtenant shall deliver to
Sublandlord a certificate evidencing Subtenant’s compliance with the provisions hereof. Said policy
or policies shall contain a provision requiring the insurer to give Sublandlord and Prime Landlord
thirty (30) days’ written notice before canceling or terminating the policy for any reason,
including expiration of the policy period and a provision naming Sublandlord as a loss payee under
the policy. Subtenant agrees to indemnify, protect, defend and hold Sublandlord and Prime Landlord
harmless against any and all claims, suits, actions, liabilities, actual costs and expenses,
including reasonable attorneys’ fees, arising out of a third party claim for injury or death to
persons or damage to property (including specifically, Furniture listed below in EXHIBIT D
and Specialty Equipment listed below in EXHIBIT E) to the extent resulting from any act or
omission of Subtenant, its employees, agents or contractors during the Term hereof.



     10. Sublandlord’s Liability. Except as specifically provided herein, Sublandlord shall
have no responsibility whatsoever with respect to the Subleased Premises, the condition thereof or
Subtenant’s property situated therein, except for loss, injury or damage caused by
Sublandlord’s gross negligence or willful misconduct. Unless such failure is a result of
Sublandlord’s default under the Prime Lease, Sublandlord shall not be liable for the failure by
Prime Landlord to keep and perform, according to the terms of the Prime Lease, Prime Landlord’s
duties, covenants, agreements, obligations, restrictions, conditions and provisions, nor for any
delay or interruption in Prime Landlord’s keeping and performing the same. Sublandlord hereby
assigns to Subtenant, for so long as this Sublease shall be in force and effect, any and all rights
of Sublandlord under the Prime Lease with respect to the Subleased Premises and causes of action
which Sublandlord may have against Prime Landlord with respect to the Subleased Premises due to
default by Prime Landlord under the Prime Lease, excluding however (i) those provisions of the
Prime Lease set forth in subsection 7(b) hereof in which certain rights under the Prime
Lease are retained by Sublandlord, and (ii) any right of self help or rent abatement. Sublandlord
agrees to cooperate with and, if requested by Subtenant, join Subtenant in any claims or suits
brought by Subtenant against Prime Landlord under the Prime Lease, provided that such participation
shall be without unreasonable cost or expense to Sublandlord and shall in no event exceed Five
Hundred Dollars ($500.00). No allowances for moving, plans or tenant improvements are provided to
Subtenant.



     11. Sublease and Assignment.



          (a) Subtenant shall not assign this Sublease or further sublease all or any portion of the
Subleased Premises without first providing thirty (30) days’ prior written notice to the
Sublandlord, subject, however, to all the terms and conditions of the Prime Lease. This Sublease
shall not be assigned by operation of law. Subtenant shall not pledge its interest hereunder, or
allow liens to be placed on such interest, or suffer this Sublease or any portion





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thereof to be attached or taken upon execution. Any attempt to sell, assign or sublet without
compliance with the Prime Lease shall be deemed a default by Subtenant.




          (b) Sublandlord shall have the right to terminate this Sublease upon a proposed assignment or
subletting of this Sublease to the extent the Prime Lease is so terminated by the Prime Landlord.
Sublandlord may exercise such right to terminate by giving notice to Subtenant at any time within
thirty (30) days after the date on which Subtenant has furnished to Sublandlord all of the items
required under Section 13.3 of the Prime Lease. If Sublandlord exercises such right to
terminate, Sublandlord shall be entitled to recover possession of, and Subtenant shall surrender
the Subleased Premises on the effective date of the proposed assignment or subletting.




          (c) In the event Sublandlord does not terminate the Prime Lease and this Sublease under
Subsection 11(b) hereof, the following shall apply: (i) Subtenant shall remain fully liable
for the performance of all of Subtenant’s obligations hereunder jointly and severally with any
assignee or subtenant; and (ii) Subtenant shall pay to Sublandlord fifty percent (50%) of all rent
and other consideration (less all reasonable out of pocket costs and expenses actually paid by
Subtenant in connection with consummating such transfer, including without limitation brokerage
commissions, attorney’s fees, construction and improvements costs) as and when received by
Subtenant in connection with such assignment or subletting to the extent due to Prime Landlord
under the Prime Lease; and (iii) Subtenant shall pay to Sublandlord all third party attorneys’ or
other out-of-pocket fees and expenses incurred by Sublandlord in connection with Sublandlord’s
review of any proposed assignment or sublease; provided that such fees and expenses shall not
exceed in each instance the lesser of: (i) Four Thousand Dollars ($4,000.00); and (ii) the amount
payable by Sublandlord to the Prime Landlord plus One Thousand Dollars ($1,000.00).




          (d) Notwithstanding anything to the contrary contained herein, Sublandlord shall have the
unconditional right to assign this Sublease and/or the Prime Lease to any Affiliate (as such term
is defined in the Prime Lease); provided that the original Sublandlord remains liable under this
Sublease and the assignment is made in accordance with the terms of the Prime Lease or otherwise
with Prime Landlord’s consent.




     12. Damage, Destruction or Condemnation. In the event of damage or destruction of the
Subleased Premises or the taking of all or any part thereof under the power of eminent domain, this
Sublease shall terminate only if the Prime Lease is terminated as a result thereof, and the rent
payable hereunder shall abate only as long as and to the extent that the rent due from Sublandlord
to Prime Landlord under the Prime Lease with respect to the Subleased Premises abates as a result
thereof. Subtenant shall have no claim to insurance or condemnation proceeds (other than moving
expenses or a taking of or damage to Subtenant’s fixtures or personal property other than its
leasehold interest in the Subleased Premises and then only to the extent the same does not diminish
any award payable to Prime Landlord).



     13. Release
and Waiver of Sburogation. Sublandlord and Subtenant each hereby
releases all causes of action and rights of recovery against each other and their respective
agents,



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officers and employees for any loss, regardless of cause or origin, to the extent of any recovery
to either party from any policy(s) of insurance carried or required to be carried hereunder.
Sublandlord and Subtenant agree that any policies presently existing or obtained on or after the
date hereof (including renewals of present policies) shall include a clause or endorsement to the
effect that any such release shall not adversely affect or impair said policies or prejudice the
right of the releasor to recover thereunder.




     14. Alterations, Improvement.



          (a) No alterations, additions or improvements in or upon the Subleased Premises shall be made
by Subtenant without the prior written consent by Sublandlord, which consent shall not be
unreasonably withheld, conditioned or delayed, and the consent of Prime Landlord. Subtenant shall
comply with the provisions of Article 5 of the Prime Lease with respect to any such
alterations, additions or improvements. All alterations, additions and improvements shall be
made in accordance with applicable building codes and laws.




          (b) If Subtenant requests that Sublandlord approve of any such proposed additions, alterations
or improvements in or upon the Subleased Premises and the same are acceptable to Sublandlord within
ten (10) business days of receipt of such request, Sublandlord shall send such request and
accompanying documentation to the Prime Landlord; provided, however, that if such proposed
additions, alterations or improvements are unacceptable to Sublandlord, within ten (10) business
days of receipt of such request, written notice of the reasons for such determination shall be
provided to Subtenant with reasonably sufficient detail provided so that Subtenant, if possible,
could remedy such objections and resubmit the request. Upon the expiration of the Term hereof, all
such alterations, additions and improvements shall be and remain part of the Subleased Premises and
shall not be removed by Subtenant unless such removal is required or permitted by Prime Landlord,
in which case Subtenant shall remove the same and restore the Subleased Premises to the same
condition in which they were on the Commencement Date, reasonable wear and tear excepted. If
Subtenant shall fail to remove the same and restore the Subleased Premises, then Sublandlord may,
but shall not be obligated to, do so at the expense of Subtenant. Personal property, business and
trade fixtures, machinery and equipment, furniture and movable partitions owned by Subtenant shall
be and remain the property of Subtenant and may be removed by Subtenant at any time during the Term
hereof. Subtenant shall repair any damage caused by such removal. Subtenant covenants and agrees to
indemnify, protect and defend Sublandlord against, and hold Sublandlord harmless from, all liens,
whether for labor or materials arising as the result of alterations, additions, repairs or
improvements to the Subleased Premises made by Subtenant during the Term.




     15. Furniture/Existing Infrastructure/Data Center & Equipment



          (a) Sublandlord and Subtenant acknowledge that certain furniture described on the attached
EXHIBIT D (the “Furniture”) is currently located in the Subleased Premises. Subtenant
shall have the right to use the Furniture without charge throughout the Term, provided that (i)
Subtenant shall maintain the Furniture in the condition that the Furniture is in on the
Commencement Date (normal wear and tear excepted); (ii) if necessary to return the Furniture to





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its Commencement Date condition, Subtenant shall repair the Furniture at Subtenant’s expense, and
(iii) at no time shall the Subtenant remove any Furniture during the Term. Sublandlord represents
and warrants that, to the best of Sublandlord’s knowledge after reasonable inquiry and
investigation, as of the Effective Date, the Furniture is free and clear of any liens or other
interests which could impede transfer of the Furniture and/or title to the Furniture to Subtenant
pursuant to this Sublease. Unless there is an earlier termination of the Sublease not caused by
the Sublandlord, upon the Expiration Date, Sublandlord shall transfer title of the Furniture for
the sum of One Dollar ($1.00) and such transfer shall be free and clear of any liens or other
interests which could impede transfer of the Furniture.




          (b) Subject to the terms and conditions of the Prime Lease, which shall not be amended or
modified from October 1, 2002 without written notice to and reasonable approval by Subtenant,
Subtenant shall have the right, with Prime Landlord’s consent pursuant to the Prime Lease, to
connect certain equipment into the Prime Landlord’s emergency power generator and uninterrupted
power supply systems (“Emergency Power System”), provided, however, that Subtenant’s maximum usage
of the Emergency Power System shall not exceed 72.03% of its total capacity. Subtenant shall pay
directly to the Prime Landlord all costs and expenses related to the Subtenant’s actual usage of
the Emergency Power System. In the event that Subtenant is not permitted to pay such costs
directly, then Sublandlord shall pay the costs and expenses of the Emergency Power System and the
Subtenant shall promptly reimburse the Sublandlord for Sublandlord’s actual costs incurred with
respect to the Subleased Premises; provided that Sublandlord submits reasonable supporting
documentation regarding such costs. In addition, upon the Commencement Date, Subtenant shall agree
to assume all of the Sublandlord’s responsibilities, obligations, and liabilities under the Prime
Lease related to the Emergency Power System; provided that, the parties acknowledge and agree that
any contracts, agreements or other understandings between Sublandlord and a third party concerning
the Emergency Power System (the “EPS Contracts”) shall be terminated as of the Commencement Date
and replaced with such contracts or agreement for regular maintenance and repair of the Emergency
Power System as are reasonably acceptable to Sublandlord, and Subtenant shall have no rights or
obligations with regard to the EPS Contracts. Within ten (10) business days of the Effective Date
(and thereafter as may be reasonably requested by Subtenant), Sublandlord shall provide Subtenant
with access to all records related to the maintenance and operations of the Emergency Power
System, but Sublandlord does not, and shall not, make any warranty or representation of any type
related to the Emergency Power System. Subtenant shall assume all of the aforementioned costs as
of the Commencement Date.




          (c) Sublandlord and Subtenant acknowledge that certain equipment described on the attached
EXHIBIT E (the “Specialty Equipment”) is currently located in the Subleased Premises.
Subtenant accepts all Specialty Equipment WHERE-IS, AS-IS and Sublandlord makes no representation
as to the operating quality of the Specialty Equipment or the suitability of the Specialty
Equipment with regard to the Subtenant’s operations and requirements or otherwise; provided,
however, that as of the Effective Date, Sublandlord represents and warrants that to the best of
Sublandlord’s knowledge after reasonable inquiry and investigation, the Specialty Equipment is
free and clear of any liens or other interests which could impede transfer
of the Specialty Equipment. Within ten (10) business days of the Effective Date (and thereafter





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as may be reasonably requested by Subtenant in writing), Sublandlord shall provide Subtenant with
all available information and records related to the Specialty Equipment. From the Commencement
Date and all times thereafter during the Term, Subtenant will, at its sole cost and expense adopt a
formal maintenance and repair program for the Specialty Equipment, which shall include the
engagement at all times of a reputable maintenance and repair contractor experienced in working
with equipment that this the same or substantially similar to the Specialty Equipment, and such
program and contractor shall be reasonably acceptable to Sublandlord. The parties acknowledge and
agree that any contracts, agreements or other understandings between Sublandlord and a third party
concerning the Specialty Equipment (the “SE Contracts”) shall be terminated as of the Commencement
Date and Subtenant shall have no rights or obligations with regard to the SE Contracts. In the
event that the Subtenant is not permitted to pay any or all of the costs associated with the
Specialty Equipment directly to the Prime Landlord or other provider, then the Sublandlord shall
pay all costs and expenses and Subtenant shall within thirty (30) days reimburse the Sublandlord
for the actual costs incurred; provided that Sublandlord submits reasonable supporting
documentation regarding such costs. Subtenant shall not, without the Sublandlord’s prior written
approval, remove or replace any of the Specialty Equipment during the term of this Sublease. Unless
there is an earlier termination of the Sublease not caused by the Sublandlord, upon the Expiration
Date, the Specialty Equipment shall convey to the Subtenant for one dollar ($1.00) and such
transfer shall be free and clear of any liens or other interests which could impede transfer of the
Specialty Equipment.




          (d) To the best of Sublandlord’s knowledge, the Premises as constructed were designed by
Gensler Design and were properly permitted within Fairfax County, Virginia and Sublandlord has not
received written notice of any violation or alleged violation of the Americans with Disabilities
Act with respect to the Premises.




     16. Default. Subtenant shall be considered to be in default of this Sublease to the
extent that Subtenant fails to abide by the terms or conditions of this Sublease and/or the Prime
Lease, with Subtenant being afforded the same rights as to notice of default and curing of default,
if any, as those provided to Sublandlord in Article 15 of the Prime Lease. Furthermore, if
any default under the Prime Lease shall occur with respect to Subtenant or the performance by
Subtenant of any of its covenants and obligations under this Sublease, then and in any of said
cases, Subtenant shall be deemed in default, and Sublandlord shall have the following rights and
remedies against Subtenant (in addition to all other rights and remedies provided by law or in
equity): (i) to terminate this Sublease, (ii) to cure or attempt to cure the default, whereupon
Subtenant shall upon demand reimburse Sublandlord for all costs thus expended together with
interest thereon at the lesser rate (the “Interest Rate”) of the highest rate permitted by law or
twelve percent (12%) per annum, (iii) to sue for Subtenant’s performance, whereupon, if Sublandlord
is the prevailing party in such suit in a court of competent jurisdiction, Subtenant shall upon
demand reimburse Sublandlord for all costs thus expended together with interest thereon at the
Interest Rate; (iv) to exercise all remedies set forth in the Prime Lease as if Sublandlord were
the Prime Landlord and Subtenant were the Tenant thereunder, or (v) to re-enter and take possession
of the Subleased Premises, and to remove any property therein, without liability for damage to, and
without the obligation to store such property but may store same at Subtenant’s reasonable expense.
In the event of such re-entry, Sublandlord may, but shall not be




10









 







obligated to, relet the Subleased Premises, or any part thereof, from time to time, in the name of
Sublandlord or Subtenant, without further notice, for such term or terms, on such conditions and
for such uses and purposes as Sublandlord, in its sole discretion,
may determine, and Sublandlord
may collect and receive all rents derived therefrom and apply the same, after deduction of all
appropriate expenses (including broker’s, consultant’s and attorney’s fees, if incurred, and the
expenses of putting the property in leasable condition), to the payment of the Rent and other sums
payable hereunder, Subtenant remaining liable for any deficiency. Sublandlord shall not be
responsible or liable for any failure to relet the Subleased Premises or any part thereof, or for
failure to collect any rent connected therewith. The exercise by Sublandlord of any remedy shall
not preclude the subsequent or simultaneous exercise of any other remedy. No delay in exercising
any remedy shall be deemed a waiver thereof. In addition, any payment not made when due shall bear
interest until paid at the Interest Rate.




     17. Notices. Any notice or communication required or permitted to be given or served
by either party hereto upon the other shall be deemed given or served in accordance with the
provisions of this Sublease when mailed in a sealed wrapper by United States registered or
certified mail, return receipt requested, or delivered to a nationally recognized overnight
courier, postage prepaid, properly addressed as follows:



	 	 	 
	     If to Sublandlord:

	 	France Telecom Long Distance USA, LLC
	 

	 	Building 3
	 

	 	2355 Dulles Corner Boulevard
	 

	 	Herndon, VA 20171
	 

	 	Attn: VP Corporate Affairs
	 
	 	 
	 

	 	With a copy to:
	 

	 	France Telecom North America, LLC
	 

	 	1717 K Street, NW, Suite 507
	 

	 	Washington, DC 20036-5346
	 

	 	Attn: General Counsel
	 
	 	 
	     If to Subtenant:

	 	At the Subleased Premises
	 

	 	Attn: Howard Polsky, Esq.
	 
	 	 
	 

	 	With a copy to:
	 

	 	Kelley Drye & Warren LLP
	 

	 	8000 Towers Crescent Drive, Suite 1200,
	 

	 	Vienna, VA 22182
	 

	 	Attn: Joseph B. Hoffman





Each mailed notice or communication shall be deemed to have been given to, or served upon,
the party to which addressed on the date the same is deposited in the United States registered or
certified mail, postage prepaid or delivered for overnight delivery to such courier, properly
addressed in the manner above provided. Any party hereto may change its address for the





11









 







service of notice hereunder by serving written notice hereunder upon the other party hereto, in
the manner specified above, at least ten (10) days prior to the effective date of such change.




     18. Surrender of Subleased Premises. Upon an early termination of this Sublease,
Subtenant shall quit and surrender possession of the Subleased Premises to Sublandlord in as good
order and condition as the same are now or hereafter may be improved by Prime Landlord or
Subtenant, reasonable wear and tear and repairs which are Prime Landlord’s obligation excepted, and
shall, without expense to Sublandlord, remove or cause to be removed from the Subleased Premises
all debris and rubbish, all furniture, equipment, business and trade fixtures, free-standing
cabinet work, movable partitioning and other articles of personal property owned by Subtenant or
installed or placed by Subtenant at its expense in the Subleased Premises, and all similar articles
of any other persons claiming under Subtenant, and Subtenant shall repair all damage to the
Subleased Premises resulting from such removal. If, as a result of a default by Subtenant under
this Sublease or any action taken by the Prime Landlord pursuant to the Prime Lease, Sublandlord or
Prime Landlord re-enters or re-takes possession of the Subleased Premises prior to the normal
expiration of this Sublease, Sublandlord or Prime Landlord shall have the right, but not the
obligation, to remove from the Subleased Premises all personal property located therein belonging
to Subtenant, and either party may discard such debris, rubbish and personal property or place such
personal property in storage in a public warehouse, all at the reasonable expense and risk of
Subtenant.



     19. Termination of Prime Lease. It is understood and agreed by and between the
parties hereto that the existence of this Sublease is dependent and conditioned upon the continued
existence of the Prime Lease and this Sublease shall automatically terminate on the termination,
cancellation or expiration of the Prime Lease.



     20. Waiver. No provision of this Sublease shall be deemed to have been waived unless
such waiver is in writing signed by the party charged with such waiver. A waiver by Sublandlord
of any default, breach or failure of Subtenant under this Sublease shall not be construed as a
waiver of any subsequent or different default, breach or failure.



     21. Holding Over. If Subtenant or anyone claiming under Subtenant holds over after the
early termination of the Term hereof without the express written consent of Sublandlord, Subtenant
shall become a tenant at sufferance only, at one hundred fifty percent (150%) of the rental rate
per square foot in effect under the Prime Lease upon such date, or such greater amount payable to
Prime Landlord as a result of such holdover, including any holdover costs for the Subleased
Premises and/or Premises as described in the Prime Lease, and otherwise upon the terms, covenants
and conditions herein specified, so far as applicable. Acceptance by Sublandlord of Rent after
such termination shall not constitute a consent to a holdover hereunder or result in a renewal.
The foregoing provisions of this section are in addition to and do not affect or diminish
Sublandlord’s right of reentry or any other rights of Sublandlord hereunder or as otherwise
provided by law and Subtenant shall be liable to Sublandlord for any holding over after the early
termination of the Term hereof.



12









 





     22. Successors and Assigns. All of the terms, covenants, provisions and conditions of
this Sublease shall be binding upon and inure to the benefit of the successors and assigns of
Sublandlord and on the successors and assigns of Subtenant but only to the extent herein specified.



     23. Captions. The captions herein are for convenience only and are not a part of this
Sublease.



     24. Interest. Subtenant shall pay to Sublandlord interest on all sums of whatever
nature to be paid by Subtenant to Sublandlord hereunder from the time said sum shall become due and
payable until the same is paid at the Interest Rate.



     25. Relationship of Parties. This Sublease does not and shall not create the
relationship of principal and agent, or of partnership, or of joint venture, or of any other
association between Sublandlord and Subtenant, except that of sublandlord and subtenant.



     26. Brokerage. Sublandlord and Subtenant each represents to the other that no real
estate brokers or agents are involved in this Sublease, except (i) Spaulding & Slye Colliers, and
(ii) The Staubach Company — Northeast, Inc., both of which shall be compensated by Sublandlord
pursuant to a separate agreement. Sublandlord and Subtenant each shall indemnify and hold the other
harmless from any breach by it of this representation.



     27. Security Deposit.



          (a) Upon Subtenant’s execution of this Sublease, Subtenant shall deliver to Sublandlord a
letter of credit equal to the sum of One Hundred Ninety Five Thousand Dollars ($195,000.00) (the
“Security Deposit”), which Security Deposit shall be in the form of an unconditional, irrevocable
and transferable letter of credit (hereinafter the “Letter of Credit”) issued for the account of
Sublandlord by a bank reasonably acceptable to Sublandlord, in form and substance reasonably
satisfactory to Sublandlord and shall comply with all requirements set forth in Section 27(b)
below. The Security Deposit shall be held by Sublandlord as security for the performance of
Subtenant’s obligations and covenants under this Sublease. Subtenant acknowledges and agrees that
the Security Deposit is not an advance rental deposit or a measure of Sublandlord’s damages in
case Subtenant fails to faithfully uphold and perform the terms and obligations of this Sublease
and the Prime Lease. If Subtenant fails to so uphold and perform the terms and conditions of this
Sublease or the Prime Lease (after expiration of the applicable notice and cure periods of this
Sublease or the Prime Lease, as applicable), or if upon an early termination of this Sublease
Subtenant fails to surrender the Subleased Premises in the condition required by this Sublease,
Sublandlord shall have the right (but not the obligation), and without prejudice to any other
remedy which Sublandlord may have on account thereof, to apply all or any portion of the Security
Deposit to cure such default or to remedy the condition of the Subleased Premises. If Sublandlord
so applies the Security Deposit or any portion thereof before the Expiration Date or earlier
termination of this Sublease, Subtenant shall increase the Security Deposit, upon demand, by the
amount necessary to restore the Security Deposit to its original amount. Any remaining balance of
the Security Deposit shall be returned to Subtenant at such





13









 







time after the Expiration Date that all of Subtenant’s obligations under this Sublease have been
fulfilled, but in no event later than forty-five (45) days following the Expiration Date.
Sublandlord shall conduct a “Post Termination Inspection” of the Subleased Premises within
fifteen (15) days after the termination of this Sublease.




          (b) The Letter of Credit shall designate an address in Fairfax County, Virginia for
presentment. The Letter of Credit shall permit Sublandlord or its duly authorized
representative (1) to draw thereon up to the full amount of the credit evidenced thereby upon
presentation of the Letter of Credit in a sight draft in the amount to be drawn, together with
Sublandlord’s written statement that it is entitled to draw thereon pursuant to the terms of this
Sublease, and (2) to draw the full amount thereof to be held as the Security Deposit pursuant to
this Section 27 if Sublandlord receives notice form the bank or Subtenant that (i) the
Letter of Credit is not being renewed, or (ii) that the Letter of Credit may no longer be presented
for payment in Fairfax County, Virginia and, in either case, Subtenant has not delivered to
Sublandlord a replacement cash security deposit or Letter of Credit which is presentable in Fairfax
County, Virginia by thirty (30) days prior to the expiration date of the Letter of Credit, or the
date when presentment may no longer be made in Fairfax County, Virginia, as the case may be, any
which replacement Letter of Credit shall comply with the terms of this Section 27. The
Letter of Credit shall provide that the bank shall give Sublandlord at least sixty (60) days prior
written notice (by means of a receipted delivery) that the Letter of Credit is not being renewed or
that the place of presentment is being changed from the address set forth in the Letter of Credit.
The term of the Letter of Credit, as the same may be extended, shall not expire prior to the date
which is sixty (60) days after the Sublease Term. The Letter of Credit shall be fully transferable
by Sublandlord and its successors and assigns. If Sublandlord presents the Letter of Credit for
payment, the proceeds of the Letter of Credit shall become the Security Deposit hereunder and shall
be held, applied and returned by Sublandlord in accordance with the terms provided in this
Paragraph 27. Subtenant shall pay all expenses, points or fees incurred by it in obtaining the
Letter of Credit.




          (c) Provided that Subtenant does not default under this Sublease or the Prime Lease, beyond
any applicable grace or cure period, during the first two (2) years of the Term of this Sublease,
then upon the third annual anniversary of the Rent Commencement Date, the security deposit shall be
reduced to Eighty Thousand Two Hundred Dollars ($80,200.00), where it shall remain through the
expiration or termination of the Sublease.




     28. Approval of Parties. Notwithstanding the foregoing, this Sublease is contingent
upon the approval of Prime Landlord. Sublandlord shall use commercially reasonable efforts to
obtain such consent in writing within the twenty (20) day period following the execution of this
Sublease by Sublandlord and Subtenant.



     29. Severability. In the event any part of this Sublease is held to be unenforceable
or invalid, for any reason, the balance of this Sublease shall not be affected and shall remain in
full force and effect during the term of this Sublease.



14









 





     30. Costs of Suit/Attorneys’ Fees. In the event of any action or proceeding brought
by either party against the other under this Sublease, the prevailing party shall be entitled to
recover from the other party the fees of its attorneys in such action or proceeding in such amount
as the court may judge to be reasonable for such attorneys’ fees.



     31. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and all of which together shall constitute one and the same
instrument.



[Remainder intentionally left blank]




15









 





          IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be executed as of
the day and year first above written.




	 	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	SUBLANDLORD:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	FRANCE TELECOM LONG DISTANCE USA,
	 	 	 	 	LLC, a Delaware limited liability company
	 
	 	 	 	 	 	 	 	 
	/s/
Heather Logan

	 	 	 	By:
	 	/s/ M. Sorensen
	 	[SEAL]
	 

	 	 	 	 	 	 	 	 
	Name:
Heather Logan

	 	 	 	Name:
	 	M. Sorensen	 	 
	 

	 	 	 	Title:
	 	VP Corporate Affairs.	 	 






[Subtenant’s signature follows]





16









 








	 	 	 	 	 	 	 	 	 
	WITNESS/ATTEST:	 	 	 	SUBTENANT:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	K12 INC,
	 	 	 	 	a Delaware corporation
	 
	 	 	 	 	 	 	 	 
	/s/
Howard Polsky

	 	 	 	By:
	 	/s/ John Baule
	 	[SEAL]
	 

	 	 	 	 	 	 	 	 
	Name: Howard Polsky

	 	 	 	Name:
	 	John Baule	 	 
	 

	 	 	 	Title:
	 	CFO	 	 







17









 








LIST OF EXHIBITS:




	 	 	 
	EXHIBIT A:

	 	PRIME LEASE
	EXHIBIT B:

	 	SUBLEASED PREMISES
	EXHIBIT C:

	 	RENT TABLE
	EXHIBIT D:

	 	FURNITURE LIST
	EXHIBIT E:

	 	SPECIALTY EQUIPMENT LIST






 









 





EXHIBIT A




PRIME LEASE




[Attached]





 









 








DEED OF LEASE




TST WOODLAND FUNDING I, L.L.C.,

a Delaware limited liability company,




Landlord

and




FRANCE TELECOM LONG DISTANCE USA LLC,

a Delaware limited liability company




Tenant




South Pointe II

2300 Corporate Park Drive

Suite 600

Woodland Park

Herndon, Virginia 20171




October 1, 2002





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	ARTICLE 1.	 	BASIC LEASE PROVISIONS	 	 	1	 
	ARTICLE 2.	 	PREMISES, TERM, RENT	 	 	4	 
	 

	 	 	2.1	 	 	Lease of Premises
	 	 	4	 
	 

	 	 	2.2	 	 	Commencement Date
	 	 	5	 
	 

	 	 	2.3	 	 	Payment of Rent
	 	 	5	 
	 

	 	 	2.4	 	 	First Month’s Rent
	 	 	5	 
	ARTICLE 3.	 	USE AND OCCUPANCY	 	 	5	 
	 

	 	 	3.1	 	 	Permitted Uses
	 	 	5	 
	 

	 	 	3.2	 	 	Parking Facilities
	 	 	5	 
	ARTICLE 4.	 	CONDITION OF THE PREMISES	 	 	6	 
	 

	 	 	4.1	 	 	Condition
	 	 	6	 
	ARTICLE 5.	 	ALTERATIONS	 	 	7	 
	 

	 	 	5.1	 	 	Tenant’s Alterations
	 	 	7	 
	 

	 	 	5.2	 	 	Manner and Quality of Alterations
	 	 	8	 
	 

	 	 	5.3	 	 	Removal of Tenant’s Property
	 	 	8	 
	 

	 	 	5.4	 	 	Mechanic’s Liens
	 	 	9	 
	 

	 	 	5.5	 	 	Labor Relations
	 	 	9	 
	 

	 	 	5.6	 	 	Tenant’s Costs
	 	 	9	 
	 

	 	 	5.7	 	 	Tenant’s Equipment
	 	 	9	 
	 

	 	 	5.8	 	 	Legal Compliance
	 	 	9	 
	 

	 	 	5.9	 	 	Floor Load
	 	 	10	 
	ARTICLE 6.	 	REPAIRS	 	 	10	 
	 

	 	 	6.1	 	 	Landlord’s Repair and Maintenance
	 	 	10	 
	 

	 	 	6.2	 	 	Tenant’s Repair and Maintenance
	 	 	10	 
	 

	 	 	6.3	 	 	Restorative Work
	 	 	10	 
	 

	 	 	6.4

6.5	 	 	Supplemental HVAC System

Emergency Power System
	 	 	11

13	 
	ARTICLE 7.	 	INCREASES IN TAXES AND OPERATING EXPENSES	 	 	15	 
	 

	 	 	7.1	 	 	Definitions
	 	 	15	 
	 

	 	 	7.2	 	 	Tenant’s Tax Payment
	 	 	17	 
	 

	 	 	7.3	 	 	Tenant’s Operating Payment
	 	 	18	 
	 

	 	 	7.4	 	 	Non-Waiver; Disputes
	 	 	19	 
	 

	 	 	7.5	 	 	Final Year of Term
	 	 	20	 
	 

	 	 	7.6	 	 	No Reduction in Rent
	 	 	20	 
	ARTICLE 8.	 	REQUIREMENTS OF LAW	 	 	20	 
	 

	 	 	8.1	 	 	Compliance with Requirements
	 	 	20	 
	 

	 	 	8.2	 	 	Fire and Life Safety
	 	 	21	 
	ARTICLE 9.	 	SUBORDINATION	 	 	22	 
	 

	 	 	9.1	 	 	Subordination and Attornment
	 	 	22	 
	 

	 	 	9.2	 	 	Mortgage or Superior Lease Defaults
	 	 	23	 
	 

	 	 	9.3	 	 	Tenant’s Termination Right
	 	 	23	 






- i - 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 

	 	 	9.4	 	 	Provisions
	 	 	24	 
	ARTICLE 10.	 	SERVICES	 	 	24	 
	 

	 	 	10.1	 	 	Electricity
	 	 	24	 
	 

	 	 	10.2	 	 	Excess Electricity
	 	 	25	 
	 

	 	 	10.3	 	 	Elevators
	 	 	25	 
	 

	 	 	10.4	 	 	Heating, Ventilation and Air Conditioning
	 	 	25	 
	 

	 	 	10.5	 	 	Overtime HVAC
	 	 	26	 
	 

	 	 	10.6	 	 	Cleaning
	 	 	26	 
	 

	 	 	10.7	 	 	Water
	 	 	27	 
	 

	 	 	10.8	 	 	Refuse Removal
	 	 	27	 
	 

	 	 	10.9	 	 	Directory
	 	 	27	 
	 

	 	 	10.10	 	 	Tenant Access to Premises
	 	 	27	 
	 

	 	 	10.11	 	 	Service Interruptions
	 	 	27	 
	ARTICLE 11.	 	INSURANCE; PROPERTY LOSS OR DAMAGE	 	 	28	 
	 

	 	 	11.1	 	 	Tenant’s Insurance
	 	 	28	 
	 

	 	 	11.2	 	 	Waiver of Subrogation
	 	 	30	 
	 

	 	 	11.3	 	 	Restoration
	 	 	30	 
	 

	 	 	11.4	 	 	Landlord’s Termination Right
	 	 	31	 
	 

	 	 	11.5	 	 	Tenant’s Termination Right
	 	 	31	 
	 

	 	 	11.6	 	 	Final 18 Months
	 	 	31	 
	 

	 	 	11.7	 	 	Landlord’s Liability
	 	 	31	 
	 

	 	 	11.8	 	 	Landlord’s Insurance
	 	 	32	 
	ARTICLE 12.	 	EMINENT DOMAIN	 	 	33	 
	 

	 	 	12.1	 	 	Taking
	 	 	33	 
	 

	 	 	12.2	 	 	Awards
	 	 	33	 
	 

	 	 	12.3	 	 	Temporary Taking
	 	 	34	 
	ARTICLE 13.	 	ASSIGNMENT AND SUBLETTING	 	 	34	 
	 

	 	 	13.1	 	 	Consent Requirements
	 	 	34	 
	 

	 	 	13.2	 	 	Tenant’s Notice
	 	 	34	 
	 

	 	 	13.3	 	 	Conditions to Assignment/Subletting
	 	 	35	 
	 

	 	 	13.4	 	 	Binding on Tenant; Indemnification of Landlord
	 	 	37	 
	 

	 	 	13.5	 	 	Tenant’s Failure to Complete
	 	 	38	 
	 

	 	 	13.6	 	 	Profits
	 	 	38	 
	 

	 	 	13.7	 	 	Transfers
	 	 	38	 
	 

	 	 	13.8	 	 	Assumption of Obligations
	 	 	39	 
	 

	 	 	13.9	 	 	Tenant’s Liability
	 	 	39	 
	 

	 	 	13.10	 	 	Listings in Building Directory
	 	 	40	 
	 

	 	 	13.11	 	 	Lease Disaffirmance or Rejection
	 	 	40	 
	 

	 	 	13.12	 	 	Lender Consent
	 	 	40	 
	ARTICLE 14.	 	ACCESS TO PREMISES	 	 	41	 
	 

	 	 	14.1	 	 	Landlord’s Access
	 	 	41	 
	 

	 	 	14.2	 	 	Building Name
	 	 	41	 
	ARTICLE 15.	 	DEFAULT	 	 	42	 
	 

	 	 	15.1	 	 	Tenant’s Defaults
	 	 	42	 
	 

	 	 	15.2	 	 	Landlord’s Remedies
	 	 	42	 






- ii - 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 

	 	 	15.3	 	 	Landlord’s Damages
	 	 	44	 
	 

	 	 	15.4	 	 	Interest
	 	 	44	 
	 

	 	 	15.5	 	 	Other Rights of Landlord
	 	 	45	 
	 

	 	 	15.6	 	 	Maintenance Default
	 	 	45	 
	ARTICLE 16.	 	LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES	 	 	46	 
	ARTICLE 17.	 	NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL	 	 	46	 
	 

	 	 	17.1	 	 	No Representations
	 	 	46	 
	 

	 	 	17.2	 	 	No Money Damages
	 	 	47	 
	 

	 	 	17.3	 	 	Reasonable Efforts
	 	 	47	 
	ARTICLE 18.	 	END OF TERM	 	 	47	 
	 

	 	 	18.1	 	 	Expiration
	 	 	47	 
	 

	 	 	18.2	 	 	Holdover Rent
	 	 	47	 
	ARTICLE 19.	 	QUIET ENJOYMENT	 	 	48	 
	ARTICLE 20.	 	NO SURRENDER; NO WAIVER	 	 	48	 
	 

	 	 	20.1	 	 	No Surrender or Release
	 	 	48	 
	 

	 	 	20.2	 	 	No Waiver
	 	 	48	 
	ARTICLE 21.	 	WAIVER OF TRIAL BY JURY; COUNTERCLAIM	 	 	49	 
	 

	 	 	21.1	 	 	Jury Trial Waiver
	 	 	49	 
	 

	 	 	21.2	 	 	Waiver of Counterclaim
	 	 	49	 
	ARTICLE 22.	 	NOTICES	 	 	49	 
	ARTICLE 23.	 	RULES AND REGULATIONS	 	 	49	 
	ARTICLE 24.	 	BROKER	 	 	50	 
	ARTICLE 25.	 	INDEMNITY	 	 	50	 
	 

	 	 	25.1	 	 	Tenant’s Indemnity
	 	 	50	 
	 

	 	 	25.2	 	 	Landlord’s Indemnity
	 	 	50	 
	 

	 	 	25.3	 	 	Defense and Settlement
	 	 	51	 
	ARTICLE 26.	 	MISCELLANEOUS	 	 	51	 
	 

	 	 	26.1	 	 	Delivery & Authority
	 	 	51	 
	 

	 	 	26.2	 	 	Transfer of Real Property
	 	 	51	 
	 

	 	 	26.3	 	 	Limitation on Liability
	 	 	51	 
	 

	 	 	26.4	 	 	Rent
	 	 	52	 
	 

	 	 	26.5	 	 	Entire Document
	 	 	52	 
	 

	 	 	26.6	 	 	Governing Law
	 	 	52	 
	 

	 	 	26.7	 	 	Unenforceability
	 	 	52	 
	 

	 	 	26.8	 	 	Lease Disputes
	 	 	52	 
	 

	 	 	26.9	 	 	Landlord’s Agent
	 	 	53	 
	 

	 	 	26.10	 	 	Estoppel
	 	 	53	 
	 

	 	 	26.11	 	 	Certain Interpretational Rules
	 	 	53	 
	 

	 	 	26.12	 	 	Parties Bound
	 	 	53	 
	 

	 	 	26.13	 	 	Memorandum of Lease
	 	 	54	 
	 

	 	 	26.14	 	 	Counterparts
	 	 	54	 
	 

	 	 	26.15	 	 	Survival
	 	 	54	 
	 

	 	 	26.16	 	 	Inability to Perform
	 	 	54	 
	 

	 	 	26.17	 	 	Substitute Premises
	 	 	54	 
	 

	 	 	26.18	 	 	Deed of Lease/Landlord’s Agent for Service of Process
	 	 	54	 






- iii - 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 

	 	 	26.19	 	 	Lien for Payment of Rent
	 	 	54	 
	 

	 	 	26.20	 	 	Financial Statements
	 	 	55	 
	 

	 	 	26.21	 	 	Telecommunications
	 	 	55	 
	ARTICLE 27.	 	SECURITY DEPOSIT	 	 	55	 
	 

	 	 	27.1	 	 	Security Deposit
	 	 	55	 
	 

	 	 	27.2	 	 	Letter of Credit
	 	 	55	 
	 

	 	 	27.3	 	 	Application of Security
	 	 	56	 
	 

	 	 	27.4	 	 	Transfer
	 	 	56	 
	 

	 	 	27.5	 	 	Reduction
	 	 	56	 






 EXHIBITS




	 	 	 
	Exhibit A

	 	Floor Plan
	Exhibit A-1

	 	Real Property Description
	Exhibit A-2

	 	Reserved Parking Spaces
	Exhibit A-3

	 	NOC Facilities
	Exhibit B

	 	Definitions
	Exhibit C

	 	Work Letter
	Exhibit D

	 	Cleaning Specifications
	Exhibit E

	 	Rules and Regulations
	Exhibit F

	 	Existing Furnishings
	Exhibit G

	 	Antenna
	Exhibit H

	 	Signage
	Exhibit I

	 	Generator
	Exhibit J

	 	Rooftop HVAC
	Exhibit K

	 	Design Standards
	Exhibit L

	 	Conduit Connection







- iv - 









 








DEED OF LEASE




     This Deed of Lease (the “Lease”) is made as of the 1st day of
October, 2002 (“Effective Date”), between TST WOODLAND FUNDING I, L.L.C., a Delaware
limited liability company (“Landlord”), and FRANCE TELECOM LONG DISTANCE USA LLC,
a Delaware limited liability company (“Tenant”).



     Landlord and Tenant hereby agree as follows:



ARTICLE 1




BASIC LEASE PROVISIONS




	 	 	 
	PREMISES

	 	The entire rentable area of the 5th and
6th floors of the Building, as more particularly
shown on Exhibit A.
	 
	 	 
	BUILDING

	 	The building, fixtures, equipment and other improvements and
appurtenances now located or hereafter erected, located or
placed upon the land known as 2300 Corporate Park Drive,
Woodland Park, Herndon, Virginia 20171 (commonly known as
South Pointe II).
	 
	 	 
	REAL PROPERTY

	 	The Building, the Common Areas and the real property upon
which the Building and the Common Areas stand, as more fully
described in Exhibit A-l.
	 
	 	 
	COMMENCEMENT DATE

	 	October 1, 2002.
	 
	 	 
	RENT 

COMMENCEMENT

DATE     

	 	October 1, 2002.
	 
	 	 
	EXPIRATION DATE

	 	September 30, 2009.
	 
	 	 
	TERM

	 	The period commencing on the Commencement Date and ending on
the Expiration Date.
	 
	 	 
	PERMITTED USES

	 	Executive and general offices and normal office-related
ancillary uses permitted under the Requirements (e.g., an
employee-only cafeteria or an employee-only work-out
facility (to the extent so permitted)), subject to the
Prohibited Uses.
	 
	 	 
	BASE YEAR

	 	Calendar year 2002.






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	TENANT’S
PROPORTIONATE
SHARE

	 	34.77%
	 
	 	 
	AGREED AREA
OF BUILDING    

	 	159,633 rentable square feet, as
mutually agreed by Landlord and Tenant.
	 
	 	 
	AGREED AREA
OF PREMISES

	 	55,504 rentable square feet, as
mutually agreed by Landlord and Tenant.






FIXED RENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Fixed Rent per	 	 	 	 
	 	 	 	 	 	 	rentable square	 	 	 	 
	 	 	 	 	 	 	foot of the	 	Fixed Rent	 	Monthly
	Lease Year	 	 	 	Premises	 	Per Annum	 	Fixed Rent
	 	1	 	 	 
	 	$	25.50	 	 	$	1,415,352.00	 	 	$	117,946.00	 
	 	2	 	 	 
	 	$	26.27	 	 	$	1,458,090.08	 	 	$	121,507.51	 
	 	3	 	 	 
	 	$	27.05	 	 	$	1,501,383.20	 	 	$	125,115.27	 
	 	4	 	 	 
	 	$	27.86	 	 	$	1,546,341.44	 	 	$	128,861.79	 
	 	5	 	 	 
	 	$	28.70	 	 	$	1,592,964.80	 	 	$	132,747.07	 
	 	6	 	 	 
	 	$	29.56	 	 	$	1,640,698.24	 	 	$	136,724.85	 
	7 through
 Expiration Date	 	 
	 	$	30.45	 	 	$	1,690,096.80	 	 	$	140,841.40	 





Lease Year means each period of 12 successive months commencing on the
Commencement Date or any anniversary thereof, except that (i) with respect to the first Lease
Year, (x) Base Rent shall commence on the Rent Commencement Date and, (y) if the Commencement
Date is a day other than the first day of a month, the first Lease Year will end on the last
day of the month in which the first anniversary of the Commencement Date occurs, and (ii) the
last Lease Year of the Term might contain fewer than 12 months if the period between the
expiration of the then preceding Lease Year and the Expiration Date contains fewer than 12
months.




	 	 	 
	ADDITIONAL RENT  

	 	All sums other than Fixed Rent
payable by Tenant to Landlord under
this Lease, including Tenant’s Tax
Payment, Tenant’s Operating Payment,
late charges, overtime or excess
service charges, damages, and interest
and other costs related to Tenant’s
failure to perform any of its
obligations under this Lease.






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	RENT

	 	Fixed Rent and Additional Rent, collectively.
	 
	 	 
	INTEREST RATE

	 	The lesser of (i) 2% per annum above the
then-current Base Rate, and (ii) the maximum rate
permitted by applicable law.
	 
	 	 
	SECURITY DEPOSIT

	 	$700,000
	 
	 	 
	TENANT’S ADDRESS
FOR NOTICES

	 	Until Tenant commences business operations from the
Premises:
	 
	 	 
	 

	 	France Telecom Long Distance USA LLC
	 

	 	South Pointe II
	 

	 	2300 Corporate Park Drive, Suite 600
	 

	 	Woodland Park
	 

	 	Herndon, Virginia 20171
	 

	 	Attn: Vice President of Corporate Affairs
	 
	 	 
	    with a copy to:

	 	France Telecom North America
	 

	 	1717 K Street, N.W., Suite 507
	 

	 	Washington, D.C. 20036
	 

	 	Attn: General Counsel
	 
	 	 
	    and:

	 	Watt, Tieder, Hoffar & Fitzgerald, L.L.P.
	 

	 	7929 Westpark Drive, Suite 400
	 

	 	McLean, Virginia 22102
	 

	 	Attn: John G. Lavoie, Esquire
	 
	 	 
	LANDLORD’S
ADDRESS FOR
NOTICES

	 	TST Woodland Funding I, L.L.C.
	 

	 	c/o Tishman Speyer Properties, L.P.
	 

	 	520 Madison Avenue, Sixth Floor
	 

	 	New York, New York 10022
	 

	 	Attn: Chief Financial Officer
	 
	 	 
	 

	 	Copies to:
	 
	 	 
	 

	 	TST Woodland Funding I, L.L.C.
	 

	 	c/o Tishman Speyer Properties, L.P.
	 

	 	8270 Greensboro Drive, Suite 810
	 

	 	McLean, Virginia 22102
	 

	 	Attn: James A. Evans 






- 3 -









 






	 	 	 
	 

	 	and:
	 
	 	 
	 

	 	Tishman Speyer Properties, L.P.
	 

	 	520 Madison Avenue, Sixth Floor
	 

	 	New York, New York 10022
	 

	 	Attn: General Counsel
	 
	 	 
	MORTGAGEE’S
ADDRESS FOR


NOTICES UNDER
ARTICLE 13:

	 	


Deutsche Bank Trust Company Americas

31 West 52nd Street

New York, New York 10019

Attention: Craig Friedman
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Deutsche Bank Trust Company Americas
	 

	 	31 West 52nd Street
	 

	 	New York, New York 10019
	 

	 	Attention: Amy Sinensky
	 
	 	 
	TENANT’S
BROKER

	 	Spaulding & Slye, LLC.
	 
	 	 
	LANDLORD’S
AGENT

	 	Tishman Speyer Properties, L.P. or any
other person designated at any time and from
time to time by Landlord as Landlord’s Agent and
their successors and assigns.
	 
	 	 
	LANDLORD’S
CONTRIBUTION

	 	Six Hundred Five Thousand Twenty-Three
and 76/100 Dollars ($605,023.76).





Other capitalized terms used in this Lease without definition are defined in
Exhibit B.




ARTICLE 2

PREMISES, TERM, RENT




     Section 2.1 Lease of Premises. Subject to the terms of this Lease, Landlord
leases to Tenant and Tenant leases from Landlord the Premises for the Term. In addition,
Landlord grants to Tenant, its employees, invitees, licensees and other visitors the right to
use, on a non-exclusive basis and in common with other tenants, the Common Areas.



     Landlord represents and warrants to Tenant that: (i) Landlord is duly organized, and
in good standing under the laws of the state of its formation as set forth in the initial
paragraph of this Lease, (ii) Landlord has all necessary power and authority to lease the
Premises to Tenant and to perform its obligations under this Lease, (iii) Landlord has taken
all actions required for




- 4 -









 







Landlord’s due execution and delivery of this Lease, and (iv) this Lease constitutes
Landlord’s valid and binding obligation, enforceable in accordance with its terms.




     Section 2.2 Commencement Date. Upon the Effective Date, the terms and provisions hereof shall
be fully binding on Landlord and Tenant. Tenant acknowledges that prior to the date hereof,
Landlord has delivered possession of the Premises to Tenant. The Term of this Lease shall commence
on the Commencement Date and, unless sooner terminated or extended as hereinafter provided, shall
end on the Expiration Date. Landlord agrees that Tenant shall have no liability under this Lease
for any breach by Global One Communications, LLC (“Global”) of its obligations under Global’s Deed
of Lease.



     Section 2.3 Payment of Rent. Tenant shall pay to Landlord, without notice or demand, and
without any set-off, counterclaim, abatement or deduction whatsoever, except as may be expressly
set forth in this Lease, in lawful money of the United States by wire transfer of funds or by check
drawn upon a bank reasonably acceptable to Landlord, (i) Fixed Rent in equal monthly installments,
in advance, on the first day of each month during the Term (as the same may be extended),
commencing on the Rent Commencement Date, and (ii) Additional Rent, at the times and in the manner
set forth in this Lease.



     Section 2.4 First Month’s Rent. On the Rent Commencement Date, Tenant shall pay Fixed Rent for
the period from the Rent Commencement Date through the last day of the month in which the Rent
Commencement Date falls.



ARTICLE 3




USE AND OCCUPANCY




     Section 3.1 Permitted Uses. Tenant shall use and occupy the Premises for the Permitted
Uses and for no other purpose. Tenant shall not use or occupy or permit the use or occupancy of
any part of the Premises in a manner constituting a Prohibited Use. If Tenant uses the Premises
for a purpose constituting a Prohibited Use, violating any Requirement, or causing the Building to
be in violation of any Requirement, then Tenant shall promptly discontinue such use upon notice of
such violation. Tenant, at its expense, shall procure and at all times maintain and comply with
the terms and conditions of all licenses and permits required for the lawful conduct of the
Permitted Uses in the Premises. Landlord represents that the Real Property is currently zoned I-4
under the Zoning Ordinance and Regulations for Fairfax County,
Virginia.



     Section 3.2 Parking Facilities. Tenant shall have the right to use 3.98 parking spaces per
1,000 rentable square feet in the Premises for no additional Rent (except for Additional Rent
payable in accordance with Article 7 below) during the Term (as the same may be extended).
Parking spaces shall be provided on an unreserved basis in common with other Building tenants.
Notwithstanding the foregoing, Tenant acknowledges that Landlord may temporarily relocate, or
specifically designate the location of, Tenant’s parking spaces from time to time as a result of
emergencies or repair and maintenance work. Tenant agrees that it and its employees shall observe
reasonable safety precautions in the use of the parking structure and surface lots, and shall at
all times abide by all reasonable rules and regulations promulgated by Landlord, (or any




- 5 -









 







parking operator selected by Landlord) governing the use of the parking structure and surface
lots. It is understood and agreed that Landlord does not assume any responsibility for any damage
or loss to any automobiles parked in the parking structure or surface lots or to any personal
property located therein, or for any injury sustained by any person in or about the parking
structure or surface lots. Landlord shall use commercially reasonable efforts to provide Tenant
with 5 days prior written notice of any repair and maintenance work to be performed to the parking
facilities if Landlord anticipates that such work will materially and adversely affect Tenant’s
parking rights. If Landlord renders the parking areas for the Building and/or Tenant’s parking
space allocation unusable, Landlord shall use commercially reasonable efforts to promptly provide
comparable substitute parking for Tenant. Landlord agrees that 5 of Tenant’s parking spaces will
be marked as “Reserved for France Telecom” or a similar statement (the “Reserved Spaces”) as shown
on Exhibit A-2 — Reserved Parking Spaces. Tenant
shall have the right to use the Reserveds
Spaces for no additional rental throughout the Term and any extensions thereof.




ARTICLE 4

CONDITION OF THE PREMISES




     Section 4.1 Condition. Tenant accepts the Premises in “AS IS” condition as of the
date of delivery of possession to Tenant, without any warranty or representation, express or
implied, by or on behalf of Landlord as to the condition or usability thereof. Except as otherwise
expressly provided in this Lease to the contrary, Landlord shall have no obligation to provide
Tenant with any leasehold improvement allowance, painting allowance, build-out allowance,
contribution or other inducement therefor, except as expressly set forth in this Lease to the
contrary. Except as otherwise expressly provided in this Lease to the contrary, Landlord shall have
no obligation to make, or have made, any demolition, alteration, addition, repair, replacement or
improvement in or to the Premises, including, without limitation, to perform any Landlord work to
make the Premises ready for occupancy. Tenant acknowledges that as of the Commencement Date the
Premises contains certain furniture, fixtures and equipment, including, without Limitation, the
furniture described on Exhibit F — Existing Furnishings to this Lease (the “Existing
Furnishings”). On or before December 31, 2002, Landlord and Tenant shall prepare an inventory of
the Existing Furnishings, and to the extent necessary, substitute a revised Exhibit F —
Existing Furnishings to this Lease. Landlord represents that the Existing Furnishings
comprise a portion of the personal property described in that certain Warranty Bill of Sale, dated
May 3, 2002, from Winstar Communications, LLC (“Winstar”) to Landlord. Tenant shall have the right
to use the Existing Furnishings without charge throughout the Term, provided that (i) Tenant shall
maintain the Existing Furnishings in the condition that the Existing Furnishings are in on the
Commencement Date (normal wear and tear excepted) and Tenant shall repair the Existing Furnishings
at Tenant’s expense, (ii) the Existing Furnishing shall at all times remain Landlord’s property and
shall be during the Term (subject to the following paragraph), (iii) at no time shall Tenant remove
any of the Existing Furnishings from the Premises (subject to the following paragraph), and (iv)
Tenant shall be surrender the Existing Furnishings to Landlord upon the expiration or sooner
termination of this Lease in good order and repair, reasonable wear and tear excepted. Tenant shall
have a one-time right to require Landlord to remove some or all of the Existing Furniture from the
Premises. If Tenant elects to exercise such right, Tenant shall give Landlord written notice of
such election within the 6 month period following the Rent




- 6 -









 







Commencement Date. Promptly after receipt of such notice, Landlord and Tenant will schedule
a date and time and make all other necessary arrangements for Landlord’s removal of the designated
Existing Furniture. Within 30 days after receipt of an invoice therefor, Tenant will reimburse
Landlord for Landlord’s out-of-pocket expenses incurred in connection with Landlord’s removal of
the designated Existing Furniture including, without limitation, moving company and electrician
charges. Landlord’s out-of-pocket expenses will not include any storage charges for the designated
Existing Furniture. Once the designated Existing Furniture has been removed, such Existing
Furniture will no longer be considered part of the Existing Furniture and neither Tenant nor any
party claiming by, through or under Tenant shall have any interest in or claim upon such Existing
Furniture.




     Notwithstanding the foregoing, provided no Event of Default then exists, promptly after the
expiration of the 3rd Lease Year, Tenant shall pay $10.00 to Landlord for the Existing
Furnishings and Landlord shall transfer Landlord’s title to the Existing Furnishings to Tenant by
bill of sale. Following conveyance of the Existing Furnishings, the restrictions concerning
Tenant’s use of the Existing furnishings set forth in this Section shall no longer apply. Tenant
shall pay the sales tax (if any) due upon such transfer of the Existing Furnishings to Tenant.



ARTICLE 5

ALTERATIONS




     Section 5.1 Tenant’s Alterations.



          (a) Tenant shall not make any alterations, additions or other physical changes in or about the
Premises (collectively, “Alterations”) (other than decorative Alterations such as painting, wall
coverings and floor coverings (collectively, “Decorative Alterations”)) without Landlord’s prior
written consent. Landlord shall not unreasonably withhold its consent for normal and customary
alterations typically made by office tenants in Comparable Buildings, provided that (i) such
Alterations are non-structural, do not affect any Building Systems and do not tie into the backup
generator, supplemental cooling unit or uninterruptible power supply serving the Building, (ii)
[Intentionally Omitted], (iii) such Alterations affect only the Premises and are not visible from
outside of the Premises, (iv) such Alterations do not invalidate or violate the non-residential use
permit issued for the Building or the Premises, (v) such Alterations do not violate any
Requirement, and (vi) prior to the Expiration Date, Tenant shall, unless otherwise directed by
Landlord, at Tenant’s expense, remove any such Alterations. Notwithstanding the foregoing, at the
time Tenant requests Landlord’s consent for any such Alteration, Tenant may, by written notice to
Landlord, request Landlord’s written decision as to whether Landlord shall require Tenant to remove
such Alteration at the end of the Term, which decision shall be irrevocable and shall be promptly
given. Subject to the provisions of Section 5.3, Tenant shall repair and restore, in a good and
workmanlike manner, any damage to the Premises or the Building caused by Tenant’s removal of any
such Alterations, and upon default thereof, Tenant shall reimburse Landlord for Landlord’s actual
cost of repairing and restoring such damage.




          (b) Plans and Specifications. Prior to making any Alterations, Tenant, at its expense,
shall (i) submit to Landlord for its approval, detailed plans and specifications (“Plans”) of each
proposed Alteration (other than Decorative Alterations), and with respect to any





- 7 -









 







Alteration affecting any Building System, evidence that the Alteration has been designed by,
or reviewed and approved by, Landlord’s designated engineer for the affected Building System, whose
current name, address and contact information has been previously provided to Tenant, (ii) obtain
all permits, approvals and certificates required by any Governmental
Authorities, (iii) furnish to
Landlord duplicate original policies or certificates of worker’s compensation (covering all persons
to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such
Alteration) and commercial general liability (including property damage coverage) insurance and
Builder’s Risk coverage (as described in Article 11) all in such form, with such companies, for
such periods and in such amounts as Landlord may reasonably require, naming Landlord, Landlord’s
Agent, any Lessor and any Mortgagee as additional insureds, and (iv) furnish to Landlord reasonably
satisfactory evidence of Tenant’s ability to complete and to fully pay for such Alterations (other
than Decorative Alterations). Tenant shall give Landlord not less than 5 Business Days’ notice
prior to performing any Decorative Alteration, which notice shall contain a description of such
Decorative Alteration.




          (c) Governmental Approvals. Tenant, at its expense, shall, as and when required,
promptly obtain certificates of partial and final approval of such Alterations required by any
Governmental Authority and shall furnish Landlord with copies thereof, together with “as-built”
Plans for such Alterations prepared on an AutoCAD Computer Assisted Drafting and Design System (or
such other system or medium as Landlord may reasonably accept), using naming conventions issued by
the American Institute of Architects in June, 1990 (or such other naming conventions as Landlord
may reasonably accept) and magnetic computer media of such record drawings and specifications
translated in DFX format or another format acceptable to Landlord.




          (d) Tenant Improvements. Landlord and Tenant agree the provisions of this Article 5 shall not
apply to the construction and installation of the Tenant Improvements. Reference is hereby made to
the provisions of Exhibit C - Work Letter concerning the construction and installation of
the Tenant Improvements.




     Section 5.2 Manner and Quality of Alterations. All Alterations shall be performed (a) in a
good and workmanlike manner and free from defects, (b) substantially in accordance with the
Plans, and by contractors reasonably approved by Landlord, and (c) in compliance with all
Requirements, the terms of this Lease and all construction procedures and regulations reasonably
prescribed by Landlord including, without limitation, the Construction Rules and Regulations
attached as Exhibit C-3 to this Lease. All materials and equipment shall be of first
quality and at least equal to the applicable standards for the Building then established by
Landlord.



     Section 5.3 Removal of Tenant’s Property. Tenant’s Property shall remain the property
of Tenant and Tenant may remove the same at any time on or before the Expiration Date. On or
prior to the Expiration Date, Tenant shall, unless otherwise directed by Landlord, at Tenant’s
expense, remove any Specialty Alteration and close up any slab penetrations in the Premises.
Tenant shall repair and restore, in a good and workmanlike manner, any damage to the Premises or
the Building caused by Tenant’s removal of any Alterations or Tenant’s Property or by the closing
of any slab penetrations, and upon default thereof, Tenant shall reimburse Landlord for
Landlord’s actual out-of-pocket cost of repairing and restoring such damage. Any




- 8 -









 







Specialty Alterations or Tenant’s Property not so removed by the Expiration Date shall be
deemed abandoned and Landlord may remove and dispose of same, and repair and restore any damage
caused thereby, at Tenant’s cost and without accountability to Tenant. All other Alterations shall
become Landlord’s property upon termination of this Lease.




     Any provision of this Lease to the contrary notwithstanding, upon the expiration or
earlier termination of this Lease, Tenant shall not be required to remove the Tenant Improvements
(including, without limitation, the Rooftop HVAC Units) shown on the *space plan attached as
Exhibit C-l to Exhibit C-Work Letter.



     Section 5.4 Mechanic’s Liens. Tenant, at its expense, shall discharge any lien or charge
recorded or filed against the Real Property in connection with any work done or claimed to have
been done by or on behalf of, or materials furnished or claimed to have been furnished to, Tenant,
within 20 days after Tenant’s receipt of notice thereof by payment, filing the bond required by
law or otherwise in accordance with law.



     Section 5.5 Labor Relations. Tenant shall not employ, or permit the employment of, any
contractor, mechanic or laborer, or permit any materials to be delivered to or used in the
Building, if, in Landlord’s reasonable judgment, such employment, delivery or use will interfere
or cause any conflict with other contractors, mechanics or laborers engaged in the construction,
maintenance or operation of the Building by Landlord, Tenant or others. If such interference or
conflict occurs, upon Landlord’s request, Tenant shall cause all contractors, mechanics or
laborers causing such interference or conflict to leave the Building immediately.



     Section 5.6 Tenant’s Costs. If Landlord and Tenant agree in writing that Landlord will
perform any Alterations, Tenant shall pay promptly to Landlord, within 30 days after Landlord’s
written demand an administrative fee in an amount equal to 2% of the total cost of such
Alterations performed by Landlord. The foregoing fee shall be inclusive of costs incurred in
connection with (a) Landlord’s review of the Alterations (including review of requests for
approval thereof) and (b) the provision of Building personnel during the performance of any
Alteration, to operate elevators or otherwise to facilitate Tenant’s Alterations.



     Section 5.7
Tenant’s Equipment. Tenant shall provide notice to Landlord prior to moving any
heavy machinery, heavy equipment, freight, bulky matter or fixtures (collectively, “Equipment”)
into or out of the Building and shall pay to Landlord any out-of-pocket costs actually incurred
by Landlord in connection therewith. If such Equipment requires special handling, Tenant agrees
(a) to employ only persons holding all necessary licenses to perform such work, (b) all work
performed in connection therewith shall comply with all applicable Requirements and (c) such work
shall be done only during hours designated by Landlord.



     Section 5.8 Legal Compliance. The approval of Plans, or consent by Landlord to the
making of any Alterations, does not constitute Landlord’s representation that such Plans or
Alterations comply with any Requirements. Except as otherwise expressly provided in this Lease to
the contrary, Landlord shall not be liable to Tenant or any other party in connection with
Landlord’s approval of any Plans, or Landlord’s consent to Tenant’s performing any Alterations.
If, after completion of the any Alterations made by or on behalf of Tenant, require Landlord to




- 9 -









 







make any alterations or improvements to any part of the Building in order to comply with any
Requirements, Tenant shall, subject to the terms of this Lease, pay all costs and expenses
reasonably incurred by Landlord in connection with such alterations or improvements.




     Section 5.9 Floor Load. Tenant shall not place a load upon any floor of the Premises that
exceeds 80 pounds per square foot “live load”. Landlord reserves the right to reasonably designate
the position of all Equipment which Tenant wishes to place within the Premises, and to place
limitations on the weight thereof.



ARTICLE 6

REPAIRS




     Section 6.1 Landlord’s Repair and Maintenance. Landlord shall operate, maintain and, except
as provided in Section 6.2 hereof, make all necessary repairs (both structural and nonstructural)
to (i) the Building Systems, and (ii) the Common Areas, in conformance with this Lease and
standards applicable to Comparable Buildings.



     Section 6.2 Tenant’s Repair and Maintenance. Tenant shall promptly, at its expense and in
compliance with Article 5, make all nonstructural repairs to the Premises and the fixtures,
equipment and appurtenances therein (including any supplemental HVAC (other than as set forth in
Section 6.4(b) to the contrary with respect to the Supplemental HVAC Units), specialty lighting or
Specialty Alteration) (collectively ‘Tenant Fixtures”) as and when needed to preserve the Premises
in good working order and condition, except for reasonable wear and tear and damage for which
Tenant is not responsible and subject to the terms and provisions of Articles 11 and 12 with
respect to casualties and condemnations, respectively. All damage to the Building or to any
portion thereof, or to any Tenant Fixtures requiring structural or nonstructural repair caused by
or resulting from any act, omission, neglect or improper conduct of a Tenant Party or the moving
of Tenant’s Property or Equipment into, within or out of the Premises by a Tenant Party, shall be
repaired at Tenant’s expense by (i) Tenant, if the required repairs are nonstructural in nature
and do not affect any Building System, or (ii) Landlord, if the required repairs are structural in
nature, involve replacement of exterior window glass or affect any Building System. All Tenant
repairs shall be of good quality utilizing new construction materials.



     Section 6.3 Restorative Work. Landlord reserves the right to make all changes, alterations,
additions, improvements, repairs or replacements to the Building and Building Systems, including
changing the arrangement or location of entrances or passageways, doors and doorways, corridors,
elevators, stairs, toilets or other Common Areas (collectively, “Restorative Work”), as Landlord
deems reasonably necessary or desirable, and in compliance with this Lease, and to take all
material into the Premises required for the performance of such Restorative Work provided that
(a) the square footage of the Premises shall not be permanently decreased, (b) the level of any
Building service shall not decrease in any material respect from the level required of Landlord
in this Lease as a result thereof (other than temporary changes in the level of such services
during the performance of any such Restorative Work) and (c) access to the Premises is not
materially interfered with. Landlord shall use reasonable efforts to minimize interference with
Tenant’s use and occupancy of the Premises during the performance of such




- 10 -









 







Restorative Work. Any provision of this Lease to the contrary notwithstanding, if such Restorative
Work continues for more than 3 consecutive Business Days and shall render any portion of the
Premises unusable for the normal conduct of Tenant’s business, and if Tenant in fact does not use
or occupy such portion of the Premises during such Restorative Work, then the Fixed Rent and
Tenant’s payment of Operating Expenses and Taxes payable hereunder with respect to such portion of
the Premises which Tenant does not occupy shall be abated retroactively to the 1st
Business Day of such Restorative Work and shall continue until the earlier of (i) such portion of
the Premises is substantially restored, or (ii) Tenant recommencing occupancy of such portion of
the Premises. Except as set forth in the immediately preceding sentence, there shall be no Rent
abatement or allowance to Tenant for a diminution of rental value, no actual or constructive
eviction of Tenant, in whole or in part, no relief from any of Tenant’s other obligations under
this Lease, and no liability on the part of Landlord by reason of inconvenience, annoyance or
injury to business arising from Landlord, Tenant or others performing, or failing to perform, any
Restorative Work. Except in the case of a bonafide emergency, Landlord shall use commercially
reasonable efforts to provide Tenant with 5 days prior notice of the date on which Landlord intends
to commence performance of any Restorative Work that Landlord anticipates will materially and
adversely affect Tenant’s use of the Premises.




     Notwithstanding the foregoing, except in the case of a bonafide emergency, Landlord shall not
be permitted to perform any Restorative Work that directly, materially and adversely impacts
Tenant’s Network Operation Center (the “NOC Facilities”) without Tenant’s prior written consent,
which consent shall not to be unreasonably withheld, conditioned or delayed. The NOC Facilities
are shown on Exhibit A-3 – NOC Facilities. If Landlord desires to perform Restorative Work
within the NOC Facilities, Landlord and Tenant shall reasonably cooperate with each other so that
Landlord can promptly perform such Restorative Work and Landlord shall comply with Tenant’s
reasonable requests with respect to the performance of such Restorative Work including, without
limitation, methodology, timing and materials. All Restorative Work within the NOC Facilities
shall be completed by contractors reasonably acceptable to Tenant and on an escorted basis only.



     Section 6.4 Supplemental HVAC System.



          (a) (i) At any time during the Term, Tenant shall have the right to elect to use the
supplemental HVAC units and the equipment related thereto located at the Premises on the date of
this Lease (collectively, the “Supplemental HVAC Units”).




     Prior to using any Supplemental HVAC Units, Tenant shall provide Landlord with all
equipment plans and specifications relating to the loads that would be imposed upon the
Supplemental HVAC System (hereinafter defined) (the “Supplemental HVAC Plans”). Landlord shall
have the right to deny Tenant use of the Supplemental HVAC Units if Landlord reasonably
determines the Supplemental HVAC System will not be adequate to meet Tenant’s demand when used in
conjunction with the Base Building HVAC system and Tenant’s Rooftop HVAC Units; provided,
however, if Landlord has approved Tenant’s use of the Supplemental HVAC Units, Landlord will not
have the right to thereafter revoke such approval.



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     Following Landlord’s receipt of the Supplemental HVAC Plans, Landlord shall provide
written notice approving the Supplemental HVAC Plans or notice in reasonable detail of Landlord’s
reasonable disapproval of such Supplemental HVAC Plans (“Landlord’s Supplemental HVAC Plan
Response”). If Landlord has not delivered to Tenant Landlord’s Supplemental HVAC Plan Response
within 7 days after Landlord’s receipt of the Supplemental HVAC Plans, Tenant shall send a second
notice which must state “SECOND AND FINAL REQUEST” at the top of the notice (the “Second HVAC
Notice”). If Landlord has not delivered to Tenant Landlord’s Supplemental HVAC Plan Response
within 7 days after Landlord receives the Second HVAC Notice, Landlord shall be deemed to have
approved the Supplemental HVAC Plans.



     If Landlord approves of Tenant’s use of the Supplemental HVAC Units, Landlord’s engineer or
contractor will activate Tenant’s use of the Supplemental HVAC Units. The minimum period for which
Tenant can elect to use a Supplemental HVAC Unit is 30 days and Tenant shall provide Landlord with
at least 30 days prior written notice if Tenant elects at any time to discontinue using any
Supplemental HVAC Unit.



               (ii) If Tenant does not use the Supplemental HVAC System, Landlord shall have the right to
lock-off the Supplemental HVAC Units at Landlord’s expense.



          (b) (i) Except with respect to emergency repairs, Landlord will maintain, repair and
make any capital repairs or replacements of the Supplemental HVAC Units.




               (ii) If any Supplemental HVAC Units require emergency repairs, Tenant shall send Landlord
prompt written or telephonic notice of such emergency and Tenant shall make arrangements for such
repairs directly with Landlord’s Supplemental HVAC Unit contractor. Landlord will provide Tenant
with written notice from time to time of the name and telephone number of Landlord’s Supplemental
HVAC Unit contractor.



               (iii) Landlord will maintain, repair and make any capital repairs or replacements to any
equipment relating to the operation of the Supplemental HVAC Units that is not located at the
Premises, which shall include the cooling tower(s) located on the roof of the Building that
generally serve(s) the supplemental HVAC units presently located in the Building (collectively,
the “Supplemental Common Equipment”). The Supplemental HVAC Units and the Supplemental Common
Equipment are together called the “Supplemental HVAC System.”



          (c) Beginning on the date on which Tenant commences to use the Supplemental HVAC System
and continuing thereafter during the Term for so long as Tenant has elected to use any Supplemental
HVAC Unit:




               (i) Tenant shall pay all out-of-pocket third-party costs incurred by Landlord and/or Tenant
during the Term in connection with the ordinary maintenance and emergency and non-emergency
repairs and replacements to the Supplemental HVAC Units (whether for parts, labor, warranty
coverage or otherwise) (the “Supplemental Maintenance Costs”). If Tenant directly incurs any
Supplemental Maintenance Costs, Tenant shall pay such Supplemental Maintenance Costs as and when
due and owing to the applicable Supplemental HVAC Unit service provider.



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               (ii) Tenant shall pay Tenant’s Supplemental Share of all out-of-pocket third-party
costs incurred by Landlord in connection with the ordinary maintenance and emergency and
non-emergency repairs and replacements of the Supplemental Common Equipment (whether for parts,
labor, warranty coverage or otherwise) (the “Supplemental
Common Costs”). “Tenant’s Supplemental
Share” means a fraction, the numerator of which shall be the tonnage rating of the Supplemental
HVAC Units in the Premises and the denominator of which shall be the tonnage rating of all
supplemental HVAC units in the Building (exclusive of any such units that are owned by a tenant of
the Building) that any tenant of the Building from time to time elects to use.



               (iii) In addition to Tenant’s of Supplemental Maintenance Costs and Tenant’s Supplemental
Share of Supplemental Common Costs, Tenant shall pay to Landlord the monthly electricity charge
for the Supplemental HVAC System as reasonably established from time to time by Landlord (the
“Supplemental Charge”). The current Supplemental Charge is $70 per ton per month. Any increases in
the Supplemental Charge shall be limited to actual increases in utility costs.



               (iv) All sums payable by Tenant to Landlord under this Section shall constitute Additional
Rent and shall be due and payable to Landlord within 30 days after Landlord sends Tenant an
invoice therefor. Landlord will be entitled to an administrative charge of 10% of Tenant’s
Supplemental Maintenance Costs and Tenant’s Supplemental Share of Supplemental Common Costs
(together, the “Supplemental Administrative Fee”).



          (d) Landlord shall have no liability arising from any failure of the Supplemental
HVAC System or any component thereof to operate properly or at all at any time including, without
limitation, no liability if any such failure results in the Premises not being reasonably
comfortable or useable at all, any of Tenant’s equipment not functioning or not functioning fully
or properly, Tenant missing or being delayed in meeting any business or other deadlines, or Tenant
incurring any other costs or damages.




          (e) Tenant shall cooperate with Landlord and shall abide by the rules and regulations which
Landlord may reasonably prescribe for the proper functioning and protection of the Supplemental
HVAC System.




          (f) Any provision of this Lease to the contrary notwithstanding, the terms of this Section
shall not apply to the Rooftop HVAC Units (as defined in Exhibit J to this Lease).




     Section 6.5 Emergency Power System.



          (a) The Building is equipped with an emergency power generator and an uninterrupted
power supply system (collectively, the “Emergency Power System”). At any time during the Term,
Tenant shall have the right to elect to connect certain equipment at the Premises to the
Emergency Power System. Prior to connecting any equipment to the Emergency Power System, Tenant
shall provide Landlord with all equipment plans and specifications relating to the loads that
would be imposed upon the Emergency Power System (the “EPS Plans”). Landlord shall have the right
to deny Tenant use of the Emergency Power System to the extent that Landlord determines that
Tenant’s usage might or would exceed Tenant’s EPS Share (hereinafter





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defined) of the Emergency Power System; provided, however, if Landlord has approved Tenant’s use
of the Emergency Power System, Landlord will not have the right to thereafter revoke such
approval.




     Following Landlord’s receipt of the EPS Plans, Landlord shall provide written notice approving
the EPS Plans or notice in reasonable detail of Landlord’s reasonable disapproval of such EPS Plans
(“Landlord’s EPS Plan Response”). If Landlord has not delivered to Tenant Landlord’s EPS Plan
Response within 7 days after Landlord’s receipt of the EPS Plans, Tenant shall send a second notice
which must state “SECOND AND FINAL REQUEST” at the top of the notice (the “Second EPS Notice”). If
Landlord has not delivered to Tenant Landlord’s EPS Plan Response within 7 days after Landlord
receives the Second EPS Notice, Landlord shall be deemed to have approved the EPS Plans.



     If Landlord approves of Tenant’s use of the Emergency Power System, at Landlord’s election,
either Landlord’s contractor will connect Tenant’s approved equipment to the Emergency Power
System or Tenant’s contractor will connect Tenant’s approved equipment to the Emergency Power
System, in either case, at Tenant’s expense.



          (b) Landlord will operate, maintain, repair and make any capital repairs or replacements to
the Emergency Power System.




          (c) (i) If Tenant elects to connect any equipment to the Emergency Power System, Tenant
shall pay to Landlord Tenant’s EPS Share of all costs and expenses incurred by Landlord on or after
the date on which such equipment is connected to the Emergency Power System in connection with the
operation, maintenance, repair and replacement of the Emergency Power System (“EPS Costs”).
“Tenant’s EPS Share” means 72.03%.




               (ii) All sums payable by Tenant to Landlord under this Section shall constitute Additional
Rent and shall be due and payable to Landlord within 30 days after Landlord sends Tenant an
invoice therefor. Landlord will be entitled to an administrative charge of 10% of Tenant’s EPS
Share (the “EPS Fee”).



          (d) Landlord shall have no liability arising from any failure of the Emergency Power System or
any component thereof to operate properly or at all at any time including, without limitation, no
liability if any such failure results in any of Tenant’s equipment not functioning or not
functioning fully or properly, Tenant losing any data, Tenant missing or being delayed in meeting
any business or other deadlines, or Tenant incurring any other costs or damages.




          (e) Tenant shall cooperate with Landlord and shall abide by the rules and regulations
which Landlord may reasonably prescribe for the proper functioning and protection of the Emergency
Power System.




          (f) Landlord agrees that if Tenant installs a separate un-interruptible power system (in
accordance with the applicable provisions of this Lease), Landlord shall not allocate to any third
party(ies) a share of the Emergency Power System exceeding 27.97%, which Landlord




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and Tenant acknowledge is the aggregate of the usage of Deica Communications and Agere
Systems.




          (g) Not more frequently than 4 times in any calendar year, following reasonable prior written
notice, Tenant shall be permitted to audit the Emergency Power System to confirm (i) Tenant’s EPS
Share and the other locations of the Emergency Power System described in this Section, and (ii)
that the Emergency Power System is being maintained in accordance with the requirements of this
Lease and in a manner necessary to retain the benefit any and all manufacturer’s warranty(ies) for
the Emergency Power System.




ARTICLE 7



INCREASES IN TAXES AND OPERATING EXPENSES




          Section 7.1 Definitions. For the purposes of this Article 7, the following terms shall
have the meanings set forth below:




          (a) “Assessed Valuation” shall mean the amount for which the Real Property is assessed by the
County Assessor of Fairfax County for the purpose of imposition of Taxes.




          (b) “Base Operating Expenses” shall mean the Operating Expenses for the Base Year.




          (c) “Base Taxes” shall mean the Taxes payable on account of the Base Year.




          (d) “Comparison Year” shall mean any calendar year commencing subsequent to the
Base Year.




          (e) “Operating Expenses” shall mean the aggregate of all costs and expenses paid or incurred
by or on behalf of Landlord in connection with the operation, repair and maintenance of the Real
Property, including (i) capital improvements only if such capital improvement either (A) is
reasonably intended to result in a reduction in Operating Expenses (as for example, a labor-saving
improvement) provided, the amount included in Operating Expenses in any Comparison Year shall not
exceed the lesser of the actual cost of such improvement amortized (with interest at the Base Rate
in effect on the date Landlord incurred the cost or expense of such improvement) over its useful
life, as reasonably determined by Landlord, or an amount equal to the savings reasonably estimated
by Landlord as having resulted from the installation and operation of such improvement, and/or (B)
is made during any Comparison Year in compliance with Requirements, (ii) reasonable rent for the
management office, if any, in the Building not in excess of 1,000 square feet, and (iii) all costs
relating to the ownership, operation, repair and maintenance of the Building and any parking
facilities serving the Building (including, without limitation, costs and expenses relating to
monitoring the Building’s air quality). Any such capital improvements made in compliance with
Requirements shall be amortized (with interest at the Base Rate) on a straight-line basis over its
useful life as Landlord shall reasonably determine, and the amount included in Operating Expenses
in any Comparison Year shall be equal to the annual amortized amount. Operating Expenses shall
not include any Excluded Expenses. If during all or part of the Base Year or any Comparison Year,
Landlord shall not




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furnish any particular item(s) of work or service (which would otherwise constitute an
Operating Expense) to any leasable portions of the Building for any reason, then, for purposes of
computing Operating Expenses for such period, the amount included in Operating Expenses for such
period shall be increased by an amount equal to the costs and expenses that would have been
reasonably incurred by Landlord during such period if Landlord had furnished such item(s) of work
or service to such portion of the Building. In determining the amount of Operating Expenses for the
Base Year or any Comparison Year, if less than 95% of the Building rentable area is occupied by
tenants at any time during any such Base Year or Comparison Year, Operating Expenses that vary with
the Building occupancy level shall be determined for such Base Year or Comparison Year to be an
amount equal to the like expenses which would normally be expected to be incurred had such
occupancy been 95% throughout such Base Year or Comparison Year. Operating Expenses shall be
calculated using generally accepted accounting principles consistently applied.




          (f) “Statement” shall mean a statement containing a comparison of (i) the Taxes payable for
the Base Year and for any Comparison Year, or (ii) the Base Operating Expenses and the Operating
Expenses payable for any Comparison Year.




          (g) “Taxes” shall mean (i) all real estate taxes, assessments, sewer and water rents, rates
and charges and other governmental levies, impositions or charges, whether general, special,
ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all
or any part of the Real Property, and (ii) all expenses (including reasonable attorneys’ fees and
disbursements and experts’ and other witnesses’ fees) incurred in contesting any of the foregoing
or the Assessed Valuation of the Real Property. Taxes shall not include (x) interest or penalties
incurred by Landlord as a result of Landlord’s late payment of Taxes, (y) franchise, transfer,
gift, inheritance, estate or net income taxes imposed upon Landlord, (z) franchise, excise, capital
stock, estate or succession. For purposes hereof, “Taxes” for any calendar year shall be deemed
to be the Taxes which are assessed, levied or imposed for such calendar year regardless of when due
or paid. If Landlord elects to pay any assessment in annual installments, then (i) such assessment
shall be deemed to have been so divided and to be payable in the maximum number of installments
permitted by law, and (ii) there shall be deemed included in Taxes for each Comparison Year the
installments of such assessment becoming payable during such Comparison Year, together with
interest (but only if the Tax Payment is not overdue) payable during such Comparison Year on such
installments and on all installments thereafter becoming due as provided by law, all as if such
assessment had been so divided. If at any time the methods of taxation prevailing on the Effective
Date shall be altered so that in lieu of or as an addition to the whole or any part of Taxes, there
shall be assessed, levied or imposed (1) a tax, assessment, levy, imposition or charge based on the
income or rents received from the Real Property whether or not wholly or partially as a capital
levy or otherwise, (2) a tax, assessment, levy, imposition or charge measured by or based in whole
or in part upon all or any part of the Real Property and imposed upon Landlord, (3) a license fee
measured by the rents, or (4) any other tax, assessment, levy, imposition, charge or license fee
however described or imposed, including business improvement district impositions then all such
taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or
based shall be deemed to be Taxes.





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     Section 7.2
Tenant’s Tax Payment.



          (a) If the Taxes payable for any Comparison Year exceed the Base Taxes, Tenant shall
pay to Landlord Tenant’s Proportionate Share of such excess (“Tenant’s Tax Payment”). For each
Comparison Year, Landlord shall furnish to Tenant a statement setting forth Landlord’s reasonable
estimate of Tenant’s Tax Payment for such Comparison Year (the “Tax Estimate”). Tenant shall pay
to Landlord on the 1st day of each month during such Comparison Year an amount equal to
1/12 of the Tax Estimate for such Comparison Year. If Landlord furnishes a Tax Estimate for a
Comparison Year subsequent to the commencement thereof, then (i) until the 1st day of
the month following the month in which the Tax Estimate is furnished to Tenant, Tenant shall pay to
Landlord on the 1st day of each month an amount equal to the monthly sum payable by
Tenant to Landlord under this Section 7.2 during the last month of the preceding Comparison Year,
(ii) promptly after the Tax Estimate is furnished to Tenant or together therewith, Landlord shall
give notice to Tenant stating whether the installments of Tenant’s Tax Estimate previously made for
such Comparison Year were greater or less than the installments of Tenant’s Tax Estimate to be made
for such Comparison Year in accordance with the Tax Estimate, and (x) if there shall be a
deficiency, Tenant shall pay the amount thereof within 30 days after written demand therefor, or
(y) if there shall have been an overpayment, Landlord shall credit the amount thereof against the
next occurring (and if necessary, to subsequent payments of Rent due hereunder, unless Tenant
requests a refund and there exists no Event of Default, in which case Landlord will promptly
deliver Tenant’s portion to Tenant, and (iii) on the 1st day of the month following the
month in which the Tax Estimate is furnished to Tenant, and on the 1st day of each month
thereafter throughout the remainder of such Comparison Year, Tenant shall pay to Landlord an amount
equal to 1/12 of the Tax Estimate.




     Any provision of this Section to the contrary notwithstanding, Tenant’s obligation to pay
Tenant’s Tax Payment shall commence on the first anniversary of the Rent Commencement Date.



          (b) As soon as reasonably practicable after Landlord has determined the Taxes for a Comparison
Year, Landlord shall furnish to Tenant a Statement for such Comparison Year. If the Statement shall
show that the sums paid by Tenant under Section 7.2(a) exceeded the actual amount of Tenant’s Tax
Payment for such Comparison Year, Landlord shall credit the amount of such excess against next
occurring (and if necessary, subsequent) payments of Rent due hereunder. If the Statement for such
Comparison Year shall show that the sums so paid by Tenant were less than Tenant’s Tax Payment for
such Comparison Year, Tenant shall pay the amount of such deficiency within 30 days after delivery
of the Statement to Tenant.




          (c) Only Landlord may institute proceedings to reduce the Assessed Valuation of the
Real Property and the filings of any such proceeding by Tenant without Landlord’s consent shall
constitute an Event of Default. If the Taxes payable for the Base Year are reduced, the Base Taxes
shall be correspondingly revised, the Additional Rent previously paid or payable on account of
Tenant’s Tax Payment hereunder for all Comparison Years shall be recomputed on the basis of such
reduction, and Tenant shall pay to Landlord within 10 Business Days after being billed therefor,
any deficiency between the amount of such Additional Rent previously computed and paid by Tenant to
Landlord, and the amount due as a result of such recomputations. If




- 17 -









 




Landlord receives a refund of Taxes for any Comparison Year, Landlord shall credit against
subsequent payments of Rent due hereunder, an amount equal to Tenant’s Proportionate Share of the
refund, net of any expenses incurred by Landlord in achieving such refund, which amount shall not
exceed Tenant’s Tax Payment paid for such Comparison Year. Landlord shall not be obligated to file
any application or institute any proceeding seeking a reduction in Taxes or the Assessed Valuation.
The benefit of any exemption or abatement relating to all or any part of the Real Property shall
accrue solely to the benefit of Landlord and Taxes shall be computed without taking into account
any such exemption or abatement.




          Any provision of this Section to the contrary notwithstanding, upon Tenant’s written request,
Landlord shall meet with Tenant at a mutually convenient time to discuss the Assessed Valuation of
the Real Property. In connection with any such meeting, Tenant may submit a written report of any
independent tax consultant obtained by Tenant, at Tenant’s expense.




          (d) Tenant shall be responsible for any applicable occupancy or rent tax now in effect or
hereafter enacted and, if payable by Landlord, Tenant shall promptly pay such amounts to Landlord,
within 30 days after Landlord’s demand.




     Section 7.3
Tenant’s Operating Payment.



          (a) If the Operating Expenses payable for any Comparison Year exceed the Base Operating
Expenses, Tenant shall pay to Landlord Tenant’s Proportionate
Share of such excess (“Tenant’s
Operating Payment”). For each Comparison Year, Landlord shall furnish to Tenant a written statement
setting forth Landlord’s reasonable estimate of Tenant’s Operating Payment for such Comparison
Year, based upon such year’s budget (the “Estimate”). Tenant shall pay to Landlord on the
1st day of each month during such Comparison Year an amount equal to 1/12 of Landlord’s
estimate of Tenant’s Operating Payment for such Comparison Year. If Landlord furnishes an Estimate
for a Comparison Year subsequent to the commencement thereof, then (a) until the 1st day
of the month following the month in which the Estimate is furnished to Tenant, Tenant shall pay to
Landlord on the 1st day of each month an amount equal to the monthly sum payable by
Tenant to Landlord under this Section 7.3 during the last month of the preceding Comparison Year,
(b) promptly after the Estimate is furnished to Tenant or together therewith, Landlord shall give
notice to Tenant stating whether the installments of Tenant’s Operating Payment previously made for
such Comparison Year were greater or less than the installments of Tenant’s Operating Payment to be
made for such Comparison Year in accordance with the Estimate, and (i) if there shall be a
deficiency, Tenant shall pay the amount thereof within 30 Business Days after written demand
therefor, or (ii) if there shall have been an overpayment, Landlord shall credit the amount thereof
against subsequent payments of Rent due hereunder, and (c) on the 1st day of the month
following the month in which the Estimate is furnished to Tenant, and on the 1st day of
each month thereafter throughout the remainder of such Comparison Year, Tenant shall pay to
Landlord an amount equal to 1/12 of Tenant’s Operating Payment shown on the Estimate.




          (b) On or before May 1st of each Comparison Year, Landlord shall
furnish to Tenant a Statement for the immediately preceding Comparison Year. If the Statement shows
that





- 18 -









 







the sums paid by Tenant under Section 7.3(a) exceeded the actual amount of Tenant’s Operating
Payment for such Comparison Year, Landlord shall credit the amount of such excess against
subsequent payments of Rent due hereunder. If the Statement shows that the sums so paid by Tenant
were less than Tenant’s Operating Payment for such Comparison Year, Tenant shall pay the amount of
such deficiency within 30 Business Days after Tenant’s receipt of the Statement.




     Any provision of this Section to the contrary notwithstanding, Tenant’s obligation to pay
Tenant’s Operating Payment shall commence on the first anniversary of the Rent Commencement Date.



     Section 7.4 Non-Waiver; Disputes.



          (a) Landlord’s failure to render any Statement on a timely basis with respect to any
Comparison Year shall not prejudice Landlord’s right to thereafter render a Statement with respect
to such Comparison Year or any subsequent Comparison Year, nor shall the rendering of a Statement
prejudice Landlord’s right to thereafter render a corrected Statement for that Comparison Year.




          (b) Landlord agrees to retain the books and records substantiating the Operating Expenses
incurred in each calendar year for a period of at least 3 years from the date Landlord submits a
Statement to Tenant. Each Statement sent to Tenant shall be conclusively binding upon Tenant unless
Tenant (i) pays to Landlord when due the amount set forth in such Statement, without prejudice to
Tenant’s right to dispute such Statement, and (if) within 1 year after such Statement is sent,
sends a notice to Landlord objecting to such Statement and specifying the reasons therefor. Tenant
agrees that Tenant will not employ, in connection with any dispute under this Lease, any person who
is to be compensated in whole or in part, on a contingency fee basis. If the parties are unable to
resolve any dispute as to the correctness of such Statement within 30 days following such notice of
objection (during which time Landlord shall make available reasonably detailed supporting
documentation), either party may refer the issues raised to a nationally recognized public
accounting firm (other than Arthur Andersen) selected reasonably acceptable to the other party, and
the decision of such accountants shall be conclusively binding upon Landlord and Tenant. In
connection therewith, Tenant and such accountants shall execute and deliver to Landlord a
confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such
parties agree not to disclose to any third party any of the information obtained in connection with
such review. Any audit that discloses a discrepancy of more than 3% in the annual Operating
Expenses shall be at Landlord’s expense and Landlord shall reimburse Tenant for such cost
(including reasonable attorneys’ fees) within 30 days of the result of the audit. Any discrepancy
shall be promptly corrected by a payment of any shortfall to Landlord by Tenant within 30 days
after the applicable audit, or by a credit against the next payments) of rent hereunder or (at
Tenant’s election) a refund from Landlord of the overpaid amount within 30 days, as may be
applicable. If Tenant does not contest a Statement of Operating Expenses within 1 year after it is
rendered, such Statement shall become binding and conclusive on both Landlord and Tenant, except
that any such Statement which contains material and intentional misrepresentations shall not be
binding and conclusive on Tenant.




- 19 -









 





     Section 7.5 Final Year of Term. If the Expiration Date occurs on a date other than
December 31st, any Additional Rent under this Article 7 for the Comparison Year in which
such Expiration Date occurs shall be apportioned on the basis of the number of days is the period
from January 1st to the Expiration Date. Upon the expiration or earlier termination of
this Lease, any Additional Rent under this Article 7 shall be paid or adjusted within 30 days after
submission of the Statement to Tenant.



     Section 7.6 No Reduction in Rent. in no event shall any decrease in Operating Expenses or
Taxes in any Comparison Year below the Base Operating Expenses or Base Taxes, as the case may be,
result in a reduction in the Fixed Rent or any other component of Additional Rent payable
hereunder.



ARTICLE 8

REQUIREMENTS OF LAW




     Section 8.1 Compliance with Requirements.



          (a) Compliance. To the extent that Tenant is not required under the terms of this Lease to
comply therewith, Landlord shall indemnify Tenant for any failure of the Building and the Common
Areas (other than areas of the Building leased to tenants) to comply with any Requirements,
including, but not limited to, any applicable laws, rules, regulations and codes; provided,
however, the foregoing indemnification shall (i) include the Building Standard Installations in the
Premises as it exists on the date hereof, (ii) not limit Landlord’s obligations under 8.1(c) and
(iii) not limit the inclusion of any costs related thereto as Operating Expenses to the extent such
costs qualify as Operating Expenses under Article 7.




          After the Commencement Date, Tenant, at its expense, shall comply with all Requirements
applicable to the Premises (excluding those applicable to the Building Standard Installations in
the Premises as it exists on the date hereof); provided, however, that Tenant shall not be
obligated to comply with any Requirements requiring any structural alterations to the Building
unless the application of such Requirements arises from (i) the specific manner and nature of
Tenant’s use or occupancy of the Premises, as distinct from the Permitted Uses, (ii) Alterations
made by Tenant, or (iii) an Event of Default. Any such repairs or alterations shall be made at
Tenant’s expense by Tenant (1) in compliance with Article 5 if such repairs or alterations are
nonstructural and do not affect any Building System, or (2) by Landlord if such repairs or
alterations are structural or affect any Building System. If Tenant obtains knowledge of any
failure to comply with any Requirements applicable to the Premises, Tenant shall give Landlord
prompt notice thereof.




          (b) Hazardous Materials. Tenant shall not cause or permit (i) any Hazardous Materials to be
brought into the Building, (ii) the storage or use of Hazardous Materials in any manner other than
in full compliance with any Requirements, or (iii) the escape, disposal or release of any Hazardous
Materials within or in the vicinity of the Building. Nothing herein shall be deemed to prevent
Tenant’s use of any Hazardous Materials customarily used in the ordinary course of office work and
cleaning, provided such use is in accordance with all Requirements. Tenant shall be responsible, at
its expense, for all matters directly or indirectly based on, or arising or resulting from the
presence of Hazardous Materials in the Building which is caused or





- 20 -









 







permitted by a Tenant Party. Tenant shall promptly provide to Landlord copies of all
communications received by Tenant with respect to any Requirements relating to Hazardous
Materials, and/or any claims made in connection therewith. Landlord or its agents may perform
environmental inspections of the Premises at any time. Landlord represents that Landlord has
delivered to Tenant a true and correct copy of the environmental report that Landlord caused to
be prepared when Landlord acquired the Building.




          (c) Landlord’s Compliance. Landlord shall comply with (or cause to be complied with) all
Requirements applicable to the Building which are not the obligation of Tenant, to the extent that
non-compliance would materially impair Tenant’s use and occupancy of the Premises for the Permitted
Uses. To the extent that Tenant is not required under the terms of this Lease to comply therewith,
Landlord shall indemnify Tenant against any claim or liability arising from the failure of the
Building (other than areas of the Building leased to tenants) to comply with all Requirements
including, without limitation, the ADA. Any provision of this Section to the contrary
notwithstanding, to the extent that Landlord incurs any costs in causing the Building or any
portion thereof to comply with any applicable Requirements and such costs qualify as Operating
Expenses, such costs shall be included as Operating Expenses. The foregoing notwithstanding, to
the extent that the Building is not in compliance with any Requirements as of the Commencement Date
and Landlord incurs any costs in causing the Building or any portion thereof to comply with any
such Requirements, such costs shall be paid by Landlord and shall not be included as Operating
Expenses.




          (d) Landlord’s Insurance. Tenant shall not cause or permit any action or condition that would
(i) invalidate or conflict with Landlord’s insurance policies, (ii) violate applicable rules,
regulations and guidelines of the Fire Department, Fire Insurance Rating Organization or any other
authority having jurisdiction over the Building, (iii) cause an increase in the premiums of fire
insurance for the Building over that payable with respect to Comparable Buildings, or (iv) result
in Landlord’s insurance companies’ refusing to insure the Building or any property therein in
amounts and against risks as reasonably determined by Landlord. If fire insurance premiums increase
as a result of Tenant’s failure to comply with the provisions of this Section 8.1, Tenant shall
promptly cure such failure and shall reimburse Landlord for the increased fire insurance premiums
paid by Landlord as a result of such failure by Tenant.




     Section 8.2 Fire and Life Safety. Landlord shall cause the Common Areas to comply with all
applicable fire and life safety Requirements. The foregoing notwithstanding, to the extent that
the Common Areas do not comply with all applicable fire and life safety Requirements as of the
Commencement Date and Landlord incurs any costs in causing the Building or any portion thereof to
comply with any such fire and life safety Requirements, such costs shall be paid by Landlord and
shall not be included as Operating Expenses. Any modifications to the fire alarm and life safety
systems installed in the Premises required by Tenant shall be at Tenant’s sole cost and expense.
If the Fire Insurance Rating Organization or any Governmental Authority or any of Landlord’s
insurers requires or recommends any modifications and/or alterations be made or any additional
equipment be supplied in connection with the sprinkler system or fire alarm and life-safety
system serving the Building by reason of Tenant’s business, any Alterations performed by Tenant
following the Commencement Date, Tenant’s Property, or other contents of the Premises, Landlord
(to the extent outside of the




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Premises) or Tenant (to the extent within the Premises) shall make such modifications and/or
Alterations, and supply such additional equipment, in either case at Tenant’s expense.




ARTICLE 9



SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT




     Section 9.1 Subordination and Attornment.



          (a) Tenant acknowledges that prior to the date hereof, Landlord has provided Tenant with the
standard form non-disturbance and attornment agreement presently used by Landlord’s existing
Mortgagee. Within 60 days after Landlord’s receipt of Tenant’s comments to such standard form,
Landlord shall obtain for Tenant a subordination, non-disturbance and attornment agreement from
Landlord’s existing Mortgagee, in such standard form (provided that such form is commercially
reasonable). In addition, Landlord shall use commercially reasonable efforts (but without being
obligated to commence any legal or arbitration proceeding and without the expenditure of
unreimbursed sums (other than reasonable expenses that a landlord normally incurs in attempting to
obtain a subordination, non-disturbance and attornment agreement for its tenant, such as Landlord’s
attorneys’ fees)) to obtain for Tenant a subordination, non-disturbance and attornment agreement
from all future Mortgagees and Lessors, in the standard form customarily employed by such Mortgagee
and/or Lessor (provided that such form is commercially reasonable). Upon Landlord’s satisfaction
of the foregoing, which shall include the Mortgagee or Lessor, as applicable, agreeing to recognize
and be bound by the terms of this Lease (as herein set forth) upon a foreclosure or deed-in-lieu
thereof or termination of any such ground lease, this Lease shall be subject and subordinate to all
Mortgages and Superior Leases, and, at the request of any Mortgagee or Lessor, Tenant shall attorn
to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale.




          (b) Subject to the provisions of Section 9.l(a), if a Lessor or Mortgagee or any other person
or entity shall succeed to the rights of Landlord under this Lease, whether through possession or
foreclosure action or the delivery of a new lease or deed, then at the request of the successor
landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to
recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and
recognized such successor landlord as Landlord under this Lease. The provisions of this Section 9.1
are self-operative and require no further instruments to give effect hereto; provided, however,
that Tenant shall promptly execute and deliver any instrument that such successor landlord may
reasonably request (i) evidencing such attornment, (ii) setting forth the terms and conditions of
Tenant’s tenancy, and (iii) containing such other terms and conditions as may be required by such
Mortgagee or Lessor, provided that (i) such terms and conditions do not increase the Rent,
materially increase Tenant’s obligations or materially and adversely affect Tenant’s rights under
this Lease, and (ii) Tenant shall have no obligation to execute such instrument until Landlord
delivers the subordination, non-disturbance and attornment agreement described in and in accordance
with Section 9.1(a). Upon such attornment this Lease shall continue in full force and effect as
a direct lease between such successor landlord and Tenant upon all of the terms, conditions and
covenants set forth in this Lease except that such successor landlord shall not be:




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               (i) liable for any act or omission of Landlord (except to the extent such act or omission
continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant
gives notice of such act or omission);



               (ii) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have
against Landlord;



               (iii) bound by any prepayment of more than one month’s Rent to any prior landlord;



               (iv) bound by any obligation to make any payment to Tenant which was required to be
made prior to the time such successor landlord succeeded to Landlord’s interest;



               (v) bound by any obligation to perform any work or to make improvements to the Premises
except for (x) repairs and maintenance required to be made by Landlord under this Lease, and (y)
repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation
pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably
be made from the net proceeds of any insurance or condemnation awards, respectively, actually made
available to such successor landlord;



               (vi) bound by any modification, amendment, or renewal of this Lease made without successor
landlord’s consent;



               (vii) bound by any provisions of the Lease with respect to the Existing Furnishings;



               (viii) liable for the repayment of any security deposit or surrender of any letter of credit,
unless and until such security deposit actually is paid or such letter of credit is actually
delivered to such successor landlord; or



               (ix) liable for the payment of any unfunded tenant improvement allowance, refurbishment
allowance or similar obligation.



          (c) Tenant shall from time to time within 15 days of request from Landlord, but not more
frequently than 3 times in any 12 month period, execute and deliver any documents or instruments
that may be reasonably required by any Mortgagee or Lessor to confirm any subordination.




     Section 9.2 Mortgage or Superior Lease Defaults. Any Mortgagee may elect that this
Lease shall have priority over the Mortgage and, upon notification to Tenant by such Mortgagee,
this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this
Lease. In connection with any financing of the Real Property, Tenant shall consent to any
reasonable modifications of this Lease requested by any lending institution, provided such
modifications do not increase the Rent, materially increase the obligations, or materially and
adversely affect the rights, of Tenant under this Lease.



     Section 9.3 Tenant’s Termination Right. As long as any Superior Lease or Mortgage exists,
Tenant shall not seek to terminate this Lease by reason of any act or omission of




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Landlord unless (a) Tenant shall have given notice of such act or omission to all Lessors
and Mortgagees, and (b) no such Lessor or Mortgagee promptly commences to remedy and thereafter
diligently proceeds to remedy such act or omission; provided that in no event shall the Lessor
and/or Mortgagee’s cure period be for fewer than 30 days nor shall it exceed 75 days after Lessor’s
or Mortgagee’s receipt of the aforementioned written notice. No Lessor or Mortgagee shall have any
obligation to attempt to cure any act of omission of Landlord. If any Lessor or Mortgagee elects to
attempt to cure any act or omission of Landlord, no such Lessor or Mortgagee shall have any
obligation to continue to proceed to attempt to such any such act or omission and such Lessor or
Mortgagee shall have the right to abandon such attempt to cure such act or omission of Landlord at
any time without liability.




     Section 9.4 Provisions. The provisions of this Article 9 shall inure to the benefit of
Landlord, any future owner of the Building or the Real Property, Lessor or Mortgagee and any
sublessor thereof.



ARTICLE 10



SERVICES




     Section 10.1 Electricity. Subject to any Requirements or any public utility rules or
regulations governing energy consumption, Landlord shall make or cause to be made, customary
arrangements with utility companies and/or public service companies to furnish electric current to
the Premises for Tenant’s use. If Landlord reasonably determines by the use of an electrical
consumption survey or by other reasonable means that Tenant is using electric current (including
overhead fluorescent fixtures) in excess of .60 kilowatt hours per square foot of usable area in
the Premises per month, as determined on an annualized basis (“Excess Electrical Usage”), then
Landlord shall have the right to charge Tenant an amount equal to Landlord’s reasonable estimate of
Tenant’s Excess Electrical Usage, and shall have the further right to install an electric current
meter, sub-meter or check meter for the NOC Facilities, the Rooftop HVAC Units and/or the Premises
(a “Meter”) to measure the amount of electric current consumed in or by the NOC Facilities, the
Rooftop HVAC Units and/or the Premises, provided Landlord gives Tenant evidence of such Excess
Electrical Usage and Tenant has the right to verify the same for at least 30 days prior to the
installation of such Meter. The cost of such Meter special conduits, wiring and panels needed in
connection therewith and the installation, maintenance and repair thereof shall be paid by Tenant.
Tenant shall pay to Landlord, from time to time, but no more frequently than monthly, for its
Excess Electrical Usage at the Premises, plus Landlord’s charge equal to 10% of Tenant’s Excess
Electrical Usage for Landlord’s costs of maintaining, repairing and reading such Meter. The rate to
be paid by Tenant for submetered electricity shall include any taxes or other charges in connection
therewith.



     In addition, upon 30 days prior written notice to Landlord, Tenant shall have the
right to install a Meter for the NOC Facilities, the Rooftop HVAC Units and/or the Premises, in
which event the cost of such Meter, special conduits, wiring and panels needed in connection
therewith and the installation, maintenance and repair thereof shall be paid by Tenant. If Tenant
installs any such Meter for the NOC Facilities, Tenant shall pay to Landlord, from time to time,
but no more frequently than monthly, for its Excess Electrical Usage at or by the NOC Facilities,
the Rooftop HVAC Units and/or the Premises, plus Landlord’s charge equal to 10% of Tenant’s




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Excess Electrical Usage for Landlord’s costs of maintaining, repairing and reading such Meter.
The rate to be paid by Tenant for submetered electricity shall include any taxes or other charges
in connection therewith.




     Section 10.2 Excess Electricity. Tenant shall at all times comply with the rules and
regulations of the utility company supplying electricity to the Building. Tenant shall not use any
electrical equipment which, in Landlord’s reasonable judgment, would exceed the capacity of the
electrical equipment serving the Premises. If Landlord determines that Tenant’s electrical
requirements necessitate installation of any additional risers, feeders or other electrical
distribution equipment (collectively, “Electrical Equipment”)) or if Tenant provides Landlord with
evidence reasonably satisfactory to Landlord of Tenant’s need for excess electricity and requests
that additional Electrical Equipment be installed, Landlord shall, at Tenant’s expense, install
such additional Electrical Equipment, provided that Landlord, in its sole judgment, determines that
(a) such installation is practicable and necessary, (b) such additional Electrical Equipment is
permissible under applicable Requirements, and (c) the installation of such Electrical Equipment
will not cause permanent damage to the Building or the Premises, cause or create a hazardous
condition, entail excessive or unreasonable alterations, interfere with or limit electrical usage
by other tenants or occupants of the Building or exceed the limits of the switchgear or other
facilities serving the Building, or require power in excess of that available from the utility
company serving the Building.



     Section 10.3 Elevators. Landlord shall provide elevator service to the Premises 24 hours
per day, 7 days per week, subject to the Rules and Regulations attached hereto as Exhibit
E.



     Section 10.4 Heating, Ventilation and Air Conditioning. Landlord shall furnish to the
Premises heating, ventilation and air-conditioning (“HVAC”) in accordance with the Exhibit
K-Design Standards during Ordinary Business Hours. Landlord shall have access to all
air-cooling, fan, ventilating and machine rooms and electrical closets and all other mechanical
installations of Landlord (collectively, “Mechanical Installations”), and Tenant shall not
construct partitions or other obstructions which may interfere with Landlord’s access thereto or
the moving of Landlord’s equipment to and from the Mechanical Installations. No Tenant Party shall
at any time enter the Mechanical Installations or tamper with, adjust, or otherwise affect such
Mechanical Installations. Landlord shall not be responsible if the HVAC System fails to provide
cooled or heated air, as the case may be, to the Premises in accordance with the Design Standards
by reason of (i) any equipment installed by, for or on behalf of Tenant, which has an electrical
load in excess of the average electrical load and human occupancy factors for the HVAC System as
designed, or (ii) any rearrangement of partitioning or other Alterations made or performed by, for
or on behalf of Tenant. Tenant shall cooperate with Landlord and shall abide by the rules and
regulations which Landlord may reasonably prescribe for the proper functioning and protection of
the HVAC System.



     To the extent arising from Landlord’s gross negligence or willful misconduct,
Landlord shall indemnify Tenant for the failure of the Building’s HVAC system to comply with all
applicable air-quality Requirements. Landlord shall monitor the indoor air quality at least once
per Lease Year and provide copies of the annual test results to Tenant. Landlord represents to
Tenant that the Building is a non-smoking building (for all tenants, guests and invitees) other



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Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed.
If Landlord approves Tenant’s cleaning service provider (i) Landlord shall thereafter have no
obligation to provide cleaning services to the Premises, (ii) Operating Expenses shall thereafter
exclude the cost of providing cleaning services to the Premises and all other tenanted areas of
the Building, and (iii) Landlord shall reduce Base Operating Expenses by an amount Landlord
reasonably determines reflects the cost of providing cleaning services to the Premises and all
other tenanted areas of the Building during the Base Year.




     Section 10.7 Water. Landlord, at Landlord’s expense, shall provide water in the core lavatories, drinking fountains and janitor’s closets on each floor of the Building.



     Section 10.8 Refuse Removal. Landlord shall provide refuse removal services at the Building.
Tenant shall pay to Landlord, Landlord’s reasonable charge for such removal to the extent that
the refuse generated by Tenant exceeds the refuse customarily generated by general office
tenants. Tenant shall not dispose of any refuse in the Common Areas, and if Tenant does so,
Tenant shall be liable for Landlord’s reasonable charge for such removal.



     Section 10.9 Directory. Landlord shall list Tenant on the Building directory located in the
first floor lobby without additional charge to Tenant. The Building directory will be shared with
other Building tenants and space on the directory shall be equitably apportioned among tenants.
Reference is hereby made to the provisions of Exhibit H – Signage concerning other
signage rights.



     Section 10.10 Tenant Access to Premises. Tenant shall have access to the Premises 24 hours a
day, 7 days a week. Outside of Ordinary Business Hours, Building and floor access will be
monitored by an electronic key security and access system installed and maintained by Landlord.
Tenant shall be responsible for access control to the Premises at Tenant’s sole cost and expense.
Any provision of this Section to the contrary notwithstanding, Landlord shall provide Tenant with
90 electronic access cards for the Premises and Building at no cost to Tenant



     Section 10.11 Service Interruptions. Landlord reserves the right to suspend any service when
necessary, by reason of Unavoidable Delays, accidents or emergencies, or for Restorative Work
which, in Landlord’s reasonable judgment, are necessary or appropriate until such Unavoidable
Delay, accident or emergency shall cease or such Restorative Work is completed and Landlord shall
not be liable for any interruption, curtailment or failure to supply services. Landlord shall use
reasonable efforts to minimize interference with Tenant’s use and occupancy of the Premises as a
result of any such failure, defect or interruption of any such service, or change in the supply,
character and/or quantity of, electrical service, and to restore any such services, remedy such
situation and minimize any interference with Tenant’s business. The exercise of any such right or
the occurrence of any such failure by Landlord shall not constitute an actual or constructive
eviction, in whole or in part, entitle Tenant to any compensation, abatement or diminution of Rent,
relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord
or any Indemnified Party by reason of inconvenience to Tenant, or interruption of Tenant’s
business, or otherwise. Landlord shall not be liable in any way to Tenant for any failure, defect
or interruption of, or change in the supply, character and/or




- 26 -









 




quantity of electrical service furnished to the Premises for any reason except if
attributable to the gross negligence or willful misconduct of Landlord.




     Any provision of this Lease to the contrary notwithstanding, if any failure or stoppage of
Landlord’s services, including the Emergency Power System, (i) renders any portion of the Premises
untenantable for the normal conduct of Tenant’s business at the Premises and Tenant does not in
fact use or occupy such portion of the Premises; (ii) was not caused by Tenant, its employees,
invitees or agents; and (iii) extends for a period longer than 3 consecutive days, the Rent payable
hereunder shall be abated beginning on the 1st day of such interruption and continue for
so long as the Premises or any portion thereof is untenantable and vacant. In the event of a
casualty or Taking (hereinafter defined), the applicable provisions of this Lease shall prevail
over the rent abatement provisions of this Section.



     Except in the case of an emergency, Landlord shall use commercially reasonable efforts to
give Tenant at least 5 days prior notice if Landlord intends to interrupt any of Landlord’s
services.



ARTICLE 11

INSURANCE; PROPERTY LOSS OR DAMAGE




     Section 11.1 Tenant’s Insurance.



          (a) Tenant, at its expense, shall obtain and keep in full force and effect during
the Term:




               (i) a policy of commercial general liability insurance on an occurrence basis against claims
for personal injury, bodily injury, death and/or property damage occurring in or about the
Building, under which Tenant is named as the insured and Landlord, Landlord’s Agent and any
Lessors and any Mortgagees whose names have been furnished to Tenant are named as additional
insureds (the “Insured Parties”). Such insurance shall provide primary coverage without
contribution from any other insurance carried by or for the benefit of the Insured Parties, and
Tenant shall obtain blanket broad-form contractual liability coverage to insure its indemnity
obligations set forth in Article 25. The minimum limits of liability shall be a combined single
limit with respect to each occurrence in an amount of not less than $5,000,000; provided,
however, that Landlord shall retain the right to require Tenant to increase such coverage from
time to time to that amount of insurance that is then being customarily required by landlords for
similar office space in Comparable Buildings. The deductible or self insured retention for such
policy shall not exceed $50,000;



               (ii) insurance against loss or damage by fire, and such other risks and hazards as
are insurable under then available standard forms of “Special Form Causes of Loss” or “All Risk”
property insurance policies, insuring Tenant’s Property and all Alterations and improvements to
the Premises (including the initial installations) to the extent such Alterations and
improvements exceed the cost of the improvements typically performed in connection with the
initial occupancy of tenants in the Building (“Building Standard Installations”), for the full



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insurable value thereof or replacement cost thereof, having a deductible amount, if any,
not in excess of $25,000;



               (iii) during the performance of any Alteration, until completion thereof, Builder’s Risk
insurance on an “all risk” basis and on a completed value form including a Permission to Complete
and Occupy endorsement, for full replacement value covering the interest of Landlord and Tenant
(and their respective contractors and subcontractors) in all work incorporated in the Building and
all materials and equipment in or about the Premises;



               (iv) Workers’ Compensation Insurance, as required by law; and



               (v) Business Interruption Insurance; and



               (vi) such other insurance in such amounts as the Insured Parties may reasonably require from
time to time in the exercise of Landlord’s prudent business judgment, if other landlords are
requiring the same for Comparable Buildings.



          (b) All insurance required to be carried by Tenant (i) shall contain a provision that (x) no
unintentional act or omission of Tenant shall affect or limit the obligation of the insurance
company to pay the amount of any loss sustained, and (y) shall be noncancellable and/or no material
change in coverage shall be made thereto unless the Insured Parties receive 30 days’ prior notice
of the same (except in the case of non-payment of premiums, in which case only 10 days’ prior
notice shall be required), by certified mail, return receipt requested, and (ii) shall be effected
under valid and enforceable policies issued by reputable insurers permitted to do business in the
Commonwealth of Virginia and rated in Best’s Insurance Guide, or any successor thereto as having a
“Best’s Rating” of “A-” or better and a “Financial Size Category” of at least “X” or better or, if
such ratings are not then in effect, the equivalent thereof or such other financial rating as
Landlord may at any time consider appropriate.




          (c) On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate
policies of insurance, including evidence of waivers of subrogation required to be carried pursuant
to this Article 11 and that the Insured Parties are named as additional insureds (the “Policies”).
Evidence of each renewal or replacement of the Policies shall be delivered by Tenant to Landlord at
least 10 days prior to the expiration of the Policies. In lieu of the Policies, Tenant may deliver
to Landlord a certification from Tenant’s insurance company (on the form currently designated
“Acord 27” (Evidence of Property Insurance) and “Acord 25-S” (Certificate of Liability Insurance),
or the equivalent, provided that attached thereto is an endorsement to Tenant’s commercial general
liability policy naming the Insured Parties as additional insureds) which shall be binding on
Tenant’s insurance company, and which shall expressly provide that such certification (i) conveys
to the Insured Parties all the rights and privileges afforded under the Policies as primary
insurance, and (ii) contains an unconditional obligation of the insurance company to advise all
Insured Parties in writing by certified mail, return receipt requested, at least 30 days in advance
of any termination or change to the Policies that would affect the interest of any of the Insured
Parties.




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     Section 11.2 Waiver of Subrogation. Landlord and Tenant shall each procure an appropriate
clause in or endorsement to any property insurance covering the Real Property and personal
property, fixtures and equipment located therein, wherein the insurer waives subrogation or
consents to a waiver of right of recovery, and Landlord and Tenant agree not to make any claim
against, or seek to recover from, the other for any loss or damage to its property or the property
of others resulting from fire or other hazards to the extent covered by such property insurance;
provided, however, that the release, discharge, exoneration and covenant not to sue contained
herein shall be limited by and be coextensive with the terms and provisions of the waiver of
subrogation or waiver of right of recovery. Tenant acknowledges that Landlord shall not carry
insurance on, and shall not be responsible for, (i) damage to any Above Building Standard
Installations, (ii) Tenant’s Property, and (iii) any loss suffered by Tenant due to interruption of
Tenant’s business.



     Section 11.3 Restoration.



          (a) If the Premises are damaged by fire or other casualty, or if the Building is damaged such
that Tenant is deprived of reasonable access to the Premises, the damage shall be repaired by
Landlord, to substantially the condition of the Premises prior to the damage, subject to the
provisions of any Mortgage or Superior Lease, but Landlord shall have no obligation to repair or
restore (i) Tenants Property or (ii) except as provided in Section 11.3(b), any Alterations or
improvements to the Premises, to the extent such Alterations or improvements exceed Building
Standard Installations (“Above Building Standard Installations”). So long as no Event of Default
exists and is continuing, and provided Tenant timely delivers to Landlord either Tenant’s
Restoration Payment (as hereinafter defined) or the Restoration Security (as hereinafter defined)
or Tenant expressly waives any obligation of Landlord to repair or restore any of Tenant’s Above
Building Standard Installations, then until the restoration of the Premises is Substantially
Completed or would have been Substantially Completed but for Tenant Delay, Fixed Rent, Tenant’s Tax
Payment and Tenant’s Operating Payment shall be reduced in the proportion by which the area of the
part of the Premises which is not usable (or accessible ) and is not used by Tenant bears to the
total area of the Premises.




          (b) As a condition precedent to Landlord’s obligation to repair or restore any Above Building
Standard Installations, Tenant shall (i) pay to Landlord upon demand a sum (“Tenant’s Restoration
Payment”) equal to the amount, if any, by which (A) the cost, as estimated by a reputable
independent contractor designated by Landlord, of repairing and restoring all Alterations and
Tenant Improvements in the Premises to their condition prior to the damage, exceeds (B) the cost of
restoring the Premises with Building Standard Installations, or (ii) furnish to Landlord security
(the “Restoration Security”) in form and amount reasonably acceptable to Landlord to secure
Tenant’s obligation to pay all costs in excess of restoring the Premises with Building Standard
Installations. If Tenant shall fail to deliver to Landlord either (1) Tenant’s Restoration Payment
or the Restoration Security, as applicable, or (2) a waiver by Tenant, in form satisfactory to
Landlord, of all of Landlord’s obligations to repair or restore any of the Above Building Standard
Installations, in either case within 15 days after Landlord’s demand therefor, Landlord shall have
no obligation to restore any Above Building Standard Installations and Tenant’s abatement of Fixed
Rent, Tenant’s Tax Payment and Tenant’s




- 30 -









 




Operating Payment shall cease when the restoration of the Premises (other than any Above
Building Standard Installations) is Substantially Complete.




     Section 11.4 Landlord’s Termination Right. Notwithstanding anything to the contrary contained
in Section 11.3, if the Premises are totally damaged or are rendered wholly untenantable, or if the
Building shall be so damaged that, in Landlord’s reasonable opinion, substantial alteration,
demolition, or reconstruction of the Building shall be required (whether or not the Premises are so
damaged or rendered untenantable), then in either of such events, Landlord may, not later than 60
days following the date of the damage, terminate this Lease by notice to Tenant, provided that if
the Premises are not damaged, Landlord may not terminate this Lease unless Landlord similarly
terminates the leases of other tenants in the Building aggregating at least 50% of the portion of
the Building occupied for office purposes immediately prior to such damage. If this Lease is so
terminated, (a) the Term shall expire upon the 30th day after such notice is given, (b) Tenant shall
vacate the Premises and surrender the same to Landlord, (c) Tenant’s liability for Rent shall cease
as of the date of the damage, and (d) any prepaid Rent for any period after the date of the damage
shall be refunded by Landlord to Tenant.



     Section 11.5 Tenant’s Termination Right. If the Premises are totally damaged and are thereby
rendered wholly untenantable, or if the Building shall be so damaged that Tenant is deprived of
reasonable access to the Premises, and if Landlord elects to restore the Premises, Landlord shall,
within 60 days following the date of the damage, cause a contractor or architect selected by
Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor
or architect estimates the restoration of the Premises (excluding any Above Building Standard
Installations) shall be Substantially Completed. If such date, as set forth in the Restoration
Notice, is more than 12 months from the date of such damage, or if Landlord does not Substantially
Complete Landlord’s restoration obligations with respect to the Premises within 12 months (subject
to Unavoidable Delay), then Tenant shall have the right to terminate this Lease by giving notice
(the “Termination Notice”) to Landlord not later than 30 days following delivery of the
Restoration Notice to Tenant. If Tenant delivers a Termination Notice, this Lease shall be deemed
to have terminated as of the date of the giving of the Termination Notice, in the manner set forth
in the second sentence of Section 11.4.



     Section 11.6 Final 18 Months. Notwithstanding anything to the contrary in this Article 11,
if any damage during the final 18 months of the Term renders the Premises wholly untenantable,
either Landlord or Tenant may terminate this Lease by notice to the other parry within 30 days
after the occurrence of such damage and this Lease shall expire on
the 30th day after the date of
such notice. For purposes of this Section 11.6, the Premises shall be deemed wholly untenantable
if Tenant shall be precluded from using more than 50% of the Premises for the conduct of its
business and Tenant’s inability to so use the Premises is reasonably expected to continue for
more than 90 days. If either Landlord or Tenant terminates this Lease pursuant to the provisions
of this Section 11.6, this Lease shall be deemed to have terminated as of the effective date of
the terminating party’s notice.



     Section 11.7 Landlord’s Liability. Any Building employee to whom any property shall
be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with
respect to such property and neither Landlord nor its agents shall be liable for any damage to



- 31 -









 







such property, or for the loss of or damage to any property of Tenant by theft or otherwise.
Except as otherwise expressly provided in this Lease to the contrary, none of the Insured Parties
shall be liable for any injury or damage to persons or property or interruption of Tenant’s
business resulting from fire or other casualty, any damage caused by other tenants or persons in
the Building or the parking facilities or by construction of any private, public or quasi-public
work, or any latent defect in the Premises, the Building or the parking facilities (except that
Landlord shall be required to repair the same to the extent provided in Article 6). No penalty
shall accrue for delays which may arise by reason of adjustment of fire insurance on the part of
Landlord or Tenant, or for any Unavoidable Delays arising from any repair or restoration of any
portion of the Building, provided that Landlord shall use reasonable and diligent efforts to
minimize interference with Tenant’s use and occupancy of the Premises during the performance of any
such repair or restoration.



     Section 11.8 Landlord’s Insurance. Beginning on the Lease Commencement Date and at all times
thereafter during the Term of this Lease, the Landlord shall maintain at least the following
insurance:



               (i) standard all-risk fire and casualty insurance, covering the Building in amounts at least
equal to one hundred percent (100%) of the replacement cost of the Building (exclusive of any
above-Building Standard Installations and any Specialty Alterations) at the time in question, but
in no event less than such coverage as is required to avoid coinsurance provisions;



               (ii) comprehensive public liability insurance with minimum limits of $2,000,000 for injury to
or death of one or more persons in any one occurrence and third-party property damage, and
$5,000,000 for third-party property damage (all such coverage may be through primary and/or excess
umbrella policies);



               (iii) employer’s liability insurance with a minimum limit of $1,000,000 for bodily injury;



               (iv) workmen’s compensation insurance in statutory limits; and



               (v) such other insurance coverage as is customarily carried in respect of Comparable
Buildings.



          At the Tenant’s request the Landlord shall furnish the Tenant a certificate or
certificates of insurance certifying that the insurance coverage required hereby is in force. Any
insurance required by the terms of this Lease to be carried by the Landlord may be under a
blanket policy (or policies) covering other properties of the Landlord and/or its related or
affiliated corporations. If such insurance is maintained under a blanket policy, the Landlord
shall procure and deliver to the Tenant a statement from the insurer or general agent of the
insurer setting forth the coverage maintained and the amounts thereof allocated to the risks
intended to be insured hereunder.




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ARTICLE 12

EMINENT DOMAIN




     Section 12.1 Taking.



          (a)
Total Taking. If all or substantially all of the Real Property, the Building or the
Premises shall be acquired or condemned for any public or quasi-public purpose (a “Taking”), this
Lease shall terminate and the Term shall end as of the date of the vesting of title and Rent shall
be prorated and adjusted as of such date.




          (b) Partial Taking. Upon a Taking of only a part of the Real Property, the Building or the
Premises then, except as hereinafter provided in this Article 12, this Lease shall continue in full
force and effect, provided that from and after the date of the vesting of title, Fixed Rent and
Tenant’s Proportionate Share shall be modified to reflect the reduction of the Premises and/or the
Building as a result of such Taking.




          (c) Landlord’s Termination Right. Whether or not the Premises are affected, Landlord may, by
notice to Tenant, within 60 days following the date upon which Landlord receives notice of the
Taking of all or a portion of the Real Property, the Building or the Premises, terminate this
Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least
100% of the rentable area of the office space in the Building.




          (d) Tenant’s Termination Right. If the part of the Real Property so Taken contains more than
20% of the total area of the Premises leased by Tenant immediately prior to such Taking, or if, by
reason of such Taking, Tenant no longer has reasonable means of access to the Premises or any
material Building amenities or services are materially impaired, Tenant may terminate this Lease by
notice to Landlord given within 30 days following the date upon which Tenant is given notice of
such Taking. If Tenant so notifies Landlord, this Lease shall end and expire upon the
30th day following the giving of such notice as if such day were the original Expiration
Date under this Lease. If a part of the Premises shall be so Taken and this Lease is not terminated
in accordance with this Section 12.1 Landlord, without being required to spend more than it
collects as an award, shall, subject to the provisions of any Mortgage or Superior Lease, restore
that part of the Premises not so Taken to a self-contained rental unit substantially equivalent
(with respect to character, quality, appearance and services) to that which existed immediately
prior to such Taking, excluding Tenant’s Property and Above Building Standard Installations.




          (e) Apportionment of Rent. Upon any termination of this Lease pursuant to the provisions of
this Article 12, Rent shall be apportioned as of, and shall be paid or refunded up to and
including, the date of such termination.




     Section 12.2 Awards. Upon any Taking, Landlord shall receive the entire award for any
such Taking, and Tenant shall have no claim against Landlord or the condemning authority for the
value of any unexpired portion of the Term or Tenant’s Alterations. Nothing contained in this
Article 12 shall be deemed to prevent Tenant from making a separate claim in any condemnation
proceedings for the then value of any Tenant’s Property or Above Building



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Standard Installations included in such Taking and for any moving expenses, provided any
such award is in addition to, and does not result in a reduction of, the award made to Landlord.



     Section 12.3 Temporary Taking. If all or any part of the Premises is Taken for a period of 30
days or less for any public or quasi-public use or purpose, Tenant shall give prompt notice to
Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay
all Rent payable by Tenant without reduction or abatement and to perform all of its other
obligations under this Lease, except to the extent prevented from doing so by the condemning
authority, and Tenant shall be entitled to receive any award or payment from the condemning
authority for such use, which shall be received, held and applied by Tenant as a trust fund for
payment of the Rent falling due.



ARTICLE 13

ASSIGNMENT AND SUBLETTING




     Section 13.1 Consent Requirements.



          (a) Assignment or Subletting. Except as expressly set forth in Section 13.3(a), Tenant
shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, whether by
operation of law or otherwise, and shall not sublet, or permit, or suffer the Premises or any part
thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise)
(any such action being a “Transfer”), without Landlord’s prior consent in each instance.. Reference
is hereby made to Section 13.3 concerning conditions to assignments and sublets and
Section 13.7(a) concerning certain permitted transfers. Any assignment, sublease, mortgage,
pledge, encumbrance or transfer in contravention of the provisions of this Article 13 shall be void
and shall constitute an Event of Default.




          (b) Collection of Rent. If, without Landlord’s consent (where such consent is required), this
Lease is assigned, or any part of the Premises is sublet or occupied by anyone other than Tenant or
this Lease is encumbered (by operation of law or otherwise), Landlord may collect rent from the
assignee, subtenant or occupant, and apply the net amount collected to the Rent herein reserved. No
such collection shall be deemed a waiver of the provisions of this Article 13, an acceptance of the
assignee, subtenant or occupant as tenant, or a release of Tenant from the performance of Tenant’s
covenants hereunder, and in all cases Tenant shall remain fully liable for its obligations under
this Lease.




          (c) Further Assignment/Subletting. Landlord’s consent to any assignment or subletting shall
not relieve Tenant from the obligation to obtain Landlord’s consent to any further assignment or
subletting as required under this Lease. In no event shall any permitted subtenant assign or
encumber its sublease or further sublet any portion of its sublet space, or otherwise suffer or
permit any portion of the sublet space to be used or occupied by others.




     Section 13.2 Tenant’s Notice. If Tenant desires to assign this Lease or sublet all or any
portion of the Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied
by (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be
effective, and (b) with respect to a sublet of all or a part of the Premises, a description of
the portion of the Premises to be sublet and the commencement date of such



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sublet. Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the
right, at Landlord’s option, (1) to terminate this Lease if the proposed transaction is an
assignment of this Lease, upon the terms and conditions hereinafter
set forth, or (2) if the proposed
transaction is a subletting of 50% or more of the rentable square footage of the Premises (but
excluding space subleased to Related Entities and/or under Permitted Subleases), in the aggregate
with all other portions of the Premises then subleased (but excluding space subleased to Related
Entities and/or under Permitted Subleases) and expiring during the last 12 months of the Term
(without regard to any then unexercised extension rights under the Lease, but considering all
extension options granted under the proposed sublease), to terminate this Lease with respect to
such space as Tenant proposes to sublease (the “Partial Space”). Such option may be exercised by
notice from Landlord to Tenant within 30 days after delivery of Tenant’s notice. If Landlord
exercises its option to terminate all or a portion of this Lease, (a) this Lease shall end and
expire with respect to all or a portion of the Premises, as the case may be, on the date that such
assignment or sublease was to commence, (b) Rent shall be apportioned, paid or refunded as of such
date, (c) Tenant, upon Landlord’s request, shall enter into an amendment of this Lease ratifying
and confirming such total or partial termination, and setting forth any appropriate modifications
to the terms and provisions hereof, and (d) Landlord shall be free to lease the Premises (or any
part thereof) to Tenant’s prospective assignee or subtenant. Tenant shall pay all costs to make the
Partial Space a self-contained rental unit and to install any required Building corridors. Any
provision of this Section to the contrary notwithstanding, the terms of this Section 13.2 shall not
apply to any sublease or assignment to a Related Entity or to any sublease to a Permitted Subtenant
(hereinafter defined) pursuant to Section 13.7(a).



     Section 13.3 Conditions to Assignment/Subletting.



          (a) If
Landlord does not exercise its termination option provided under Section 13.2,
and provided no monetary Event of Default then exists, Landlord’s consent to the proposed
assignment or subletting shall not be unreasonably withheld, conditioned or delayed. Such consent
shall be granted or denied within 20 days after delivery to Landlord of (i) a true and complete
statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”),
the nature of its business and its proposed use of the Premises, (ii) current financial
information with respect to the Transferee, including its most recent financial statements, and
(iii) any other information Landlord may promptly and reasonably request, provided that:




               (i) in Landlord’s reasonable judgment, the Transferee is engaged in a business or activity,
and the Premises will be used in a manner, which (1) is for the Permitted Uses, and (2) does not
violate any restrictions set forth in this Lease, any Mortgage or Superior Lease;



               (ii) the Transferee has sufficient financial means to perform all of its obligations under
this Lease or the sublease, as the case may be;



               (iii) [Intentionally Omitted];



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               (iv) the Transferee is not a person or entity (or affiliate of a person or entity) with
whom Landlord is then or has been within the prior 30 days negotiating in connection with the
rental of space in the Building;



               (v) [Intentionally Omitted];



               (vi) Tenant shall, upon demand, reimburse Landlord for all reasonable third-party
out-of-pocket expenses incurred by Landlord in connection with such assignment or sublease,
including any investigations as to the acceptability of the Transferee and all reasonable legal
costs (not to exceed $1,000) reasonably incurred in connection with the granting of any requested
consent; and



               (vii) the Transferee shall not be entitled, directly or indirectly, to diplomatic or
sovereign immunity, regardless of whether the Transferee agrees to waive such diplomatic or
sovereign immunity, and shall be subject to the service of process in, and the jurisdiction of the
courts of, the County of Fairfax and Commonwealth of Virginia.



          (b) With respect to each and every subletting and/or assignment approved by
Landlord under the provisions of this Lease (for which Landlord’s approval is required):




               (i) the form of the proposed assignment or sublease shall be reasonably satisfactory to
Landlord;



               (ii) no sublease shall be for a term ending later than one day prior to the Expiration Date;



               (iii) no Transferee shall take possession of any part of the Premises, until an executed
counterpart of such sublease or assignment has been delivered to Landlord and approved by Landlord
as provided in Section 13.3; and



               (iv) each sublease shall be subject and subordinate to this Lease and to the matters
to which this Lease is or shall be subordinate; and Tenant and each Transferee shall be deemed to
have agreed mat upon the occurrence and during me continuation of an Event of Default hereunder,
Tenant has hereby assigned to Landlord, and Landlord may, at its option, accept such assignment of,
all right, title and interest of Tenant as sublandlord under such sublease, together with all
modifications, extensions and renewals thereof then in effect and such Transferee shall, at
Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease,
except that Landlord shall not be (A) liable for any previous act or omission of Tenant under such
sublease, (B) subject to any counterclaim, offset or defense not expressly provided in such
sublease, which theretofore accrued to such Transferee against Tenant, (C) bound by any previous
modification of such sublease not consented to by Landlord or by any prepayment of more than one
month’s rent, (D) bound to return such Transferee’s security deposit, if any, except to the extent
Landlord shall receive actual possession of such deposit and such Transferee shall be entitled to
the return of all or any portion of such deposit under the terms of its sublease, or (E) obligated
to make any payment to or on behalf of such Transferee, or to perform any work in the subleased
space or the Building, or in any way to prepare the subleased space for occupancy, beyond
Landlord’s obligations under this Lease. The



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provisions of this Section 13.3(b)(v) shall be self-operative, and no further instrument
shall be required to give effect to this provision, provided that the Transferee shall execute and
deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such
subordination and attornment.



          (c) Tenant shall deliver to Landlord (i) a true and complete statement reasonably
detailing the identity of the proposed assignee or subtenant (“Transferee”), (ii) the nature of the
Transferee’s business and its proposed use of the Premises, (iii) current financial information
with respect to the Transferee, including its most recent financial statements, and (iv) any other
information Landlord may reasonably request.




          If, within 10 days after delivery to Landlord of the items and information required by
Section 13.3(a) and this Section 13.3(c), Tenant has not received Landlord’s written consent or
denial of consent to a proposed assignment or subletting, Tenant shall have the right to
thereafter send Landlord a second written request for approval of the proposed assignment or
sublease, which request must state “SECOND AND FINAL REQUEST-LANDLORD HAS 10 DAYS TO RESPOND” at
the top of the first page of the request (the “Second Request”). If Landlord does not give Tenant
written notice of Landlord’s consent or denial of consent of the proposed assignment or sublease
within 10 days after receipt of the Second Request, Landlord shall be deemed to have consented to
Tenant entering the proposed assignment or sublease, but Landlord shall not be estopped by or
deemed to have approved any specific terms of the assignment or sublease (such as, for example, if
the assignment document were to release Tenant from any further liability under this Lease or if
the sublease provides for a sublease term extending beyond the term of this Lease). All notices
given to Landlord under this Section and elsewhere in this Lease must be given in accordance with
the requirements set forth in Article 23.




          (d) Provided Landlord does not exercise its termination option under Section 13.2 and Tenant
does not consummate the proposed assignment or sublease upon the terms set forth in the bona fide
term sheet or letter of intent within 180 days after Landlord elects not to exercise such
termination, Landlord’s termination rights shall be reinstated under Section 13.2 and Tenant shall
again comply with the notice and other procedures set forth in Section 13.2.




     Section 13.4 Binding on Tenant; Indemnification of Landlord. Notwithstanding any assignment
or subletting or any acceptance of rent by Landlord from any Transferee, Tenant shall remain
fully liable for the payment of all Rent due and for the performance of all the covenants, terms
and conditions contained in this Lease on Tenant’s part to be observed and performed, and any
Event of Default under this Lease by any Transferee or anyone claiming under or through any
Transferee shall be deemed to be an Event of Default under this Lease by Tenant. Tenant shall
indemnify, defend, protect and hold harmless Landlord from and against any and all Losses
resulting from any claims that may be made against Landlord by the Transferee or anyone claiming
under or through any Transferee or by any brokers or other persons claiming a commission or
similar compensation in connection with the proposed assignment or sublease, irrespective of
whether Landlord shall give or decline to give its consent to any proposed assignment or
sublease, or if Landlord shall exercise any of its options under this Article 13.



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     Section 13.5 Tenant’s Failure to Complete. If Landlord consents to a proposed
assignment or sublease (where such consent is required) and Tenant fails to execute and deliver
to Landlord such assignment or sublease within 90 days after the giving of such consent, then
Tenant shall again comply with all of the provisions and conditions of Section 13.2 before
assigning this Lease or subletting all or part of the Premises.



     Section 13.6 Profits. Except with respect to those assignments and sublets which may be
consummated without Landlord’s consent pursuant to the provisions of Section 13.7(a), if Tenant
enters into any assignment or sublease permitted hereunder or consented to by Landlord, Tenant
shall, within 60 days of Landlord’s consent to such assignment or sublease, deliver to Landlord a
list of Tenant’s reasonable third-party brokerage fees, reasonable tenant concessions, legal fees,
advertising costs, construction costs and architectural fees paid or to be paid in connection with
such transaction and any actual costs incurred by Tenant in separately demising the subleased space
(collectively, “Transaction Costs”), together with a list of all of Tenant’s Property to be
transferred to such Transferee. The Transaction Costs shall be amortized, on a straight-line basis,
over the term of any sublease. Tenant shall deliver to Landlord evidence of the payment of such
Transaction Costs promptly after the same are paid. In consideration of such assignment or
subletting, Tenant shall pay to Landlord:



          (a) In the case of an assignment, on the effective date of the assignment, 50% of all sums and
other consideration paid to Tenant by the Transferee for or by reason of such assignment (including
sums paid for the sale or rental of Tenant’s Property, less, the then fair market or rental value
thereof, as reasonably determined by Landlord) after first deducting the Transaction Costs; or




          (b) In the case of a sublease, 50% of any consideration payable under the sublease to Tenant
by the Transferee which exceeds on a per square foot basis the Fixed Rent and Additional Rent
accruing during the term of the sublease in respect of the subleased space (together with any sums
paid for the sale or rental of Tenant’s Property, less, the then fair market or rental value
thereof, as reasonably determined by Landlord) after first deducting the monthly amortized amount
of Transaction Costs. The sums payable under this clause shall be paid by Tenant to Landlord
monthly as and when paid by the subtenant to Tenant.




     Section 13.7 Transfers.



          (a) Related Entities. If Tenant or Tenant’s parent company is a legal entity, the transfer
(by one or more transfers) of a majority of the stock or other beneficial ownership interest in
Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease;
provided, however, that the provisions of this Article 13 shall not apply to the transfer of
Ownership Interests in Tenant if and so long as Tenant (or, if applicable, Tenant’s parent
company) is publicly traded on a nationally recognized stock exchange. For purposes of this
Section 13.7 the term “transfers” shall be deemed to include the issuance of new Ownership
Interests which results in a change of control of Tenant.




     The provisions of Section 13.1 shall not apply to transactions with a business entity into
or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets
are transferred so long as (i) such transfer was made for a legitimate independent business



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purpose and not for the purpose of transferring this Lease, (ii) the successor to Tenant has
a net worth computed in accordance with generally accepted accounting principles at least equal to
the net worth of Tenant immediately prior to such merger, consolidation or transfer, and (iii)
proof satisfactory to Landlord of such net worth is delivered to Landlord at least 10 days prior to
the effective date of any such transaction. Tenant may also, upon prior notice to Landlord and
Mortgagee (but without Landlord’s consent), assign this lease to any business entity which
controls, is controlled by, or is under common control with the original Tenant (a “Related
Entity”) or permit a Related Entity to sublet all or part of the Premises for any Permitted Use for
so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any
such Related Entity any right or interest in this Lease. No sublease or assignment shall relieve,
release, impair or discharge any of the obligations of the initial tenant herein named. For the
purposes hereof, “control” shall be deemed to mean ownership of not less than 20% of all of the
Ownership Interests of such corporation or other business entity.



     Any provision of this Article to the contrary notwithstanding, Landlord’s consent, recapture
and profit sharing rights shall not apply to one or more subleases of the Premises to Permitted
Subtenants (hereinafter defined) which, in the aggregate, do not exceed, in the aggregate, 10,000
square feet of the rentable area of the Premises (“Permitted Subleases”). “Permitted Subtenants”
means Tenant’s contractors, subcontractors or vendors provided that such Permitted Subtenants are
using such space for legitimate business purposes and not for the purpose of circumventing the
Landlord consent provisions of Article 13. Except as otherwise expressly provided in this Section,
the provisions of Article 13 shall apply to subleases to Permitted Subtenants. The space sublet to
any Permitted Subtenants shall not be separately demised or have separate entrances.



          (b) Applicability. The limitations set forth in this Section 13.7 shall apply to
Transferee(s) and guarantor(s) of this Lease, if any, and any transfer by any such entity in
violation of this Section 13.7 shall be a transfer in violation of Section 13.1.




          (c) Modifications, Takeover Agreements. Any modification, amendment or extension of a
sublease and/or any other agreement by which a landlord of a building other than the Building
agrees to assume the obligations of Tenant under this Lease shall be deemed a sublease for the
purposes of Section 13.1 hereof.




     Section 13.8 Assumption of Obligations. No assignment or transfer shall be effective unless
and until the Transferee executes, acknowledges and delivers to Landlord an agreement in form and
substance reasonably satisfactory to Landlord whereby the assignee (a) assumes Tenant’s
obligations under this Lease and (b) agrees that, notwithstanding such assignment or transfer,
the provisions of Section 13.1 hereof shall be binding upon it in respect of all future
assignments and transfers.



     Section 13.9 Tenant’s Liability. The joint and several liability of Tenant and any
successors-in-interest of Tenant and the due performance of Tenant’s obligations under this Lease
shall not be discharged, released or impaired by any agreement or stipulation made by Landlord,
or any grantee or assignee of Landlord, extending the time, or modifying any of the



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terms and provisions of this Lease, or by any waiver or failure of Landlord, or any grantee or
assignee of Landlord, to enforce any of the terms and provisions of this Lease.



     Section 13.10 Listings in Building Directory. The listing of any name other than that of
Tenant on the doors of the Premises, the Building directory or elsewhere shall not vest any right
or interest in this Lease or in the Premises, nor be deemed to constitute Landlord’s consent to
any assignment or transfer of this Lease or to any sublease of the Premises or to the use or
occupancy thereof by others. Any such listing shall constitute a privilege revocable in Landlord’s
reasonable discretion by notice to Tenant, but only upon the occurrence of an Event of Default.



     Section 13.11 Lease Disaffirmance or Rejection. If at any time after an assignment by Tenant
named herein, this Lease is not affirmed or is rejected in any bankruptcy proceeding or any similar
proceeding, or upon a termination of this Lease due to any such proceeding, Tenant named herein,
upon request of Landlord given after such disaffirmance, rejection or termination (and actual
notice thereof to Landlord in the event of a disaffirmance or rejection or in the event of
termination other than by act of Landlord), shall (a) pay to Landlord all Rent and other charges
due and owing by the assignee to Landlord under this Lease to and including the date of such
disaffirmance, rejection or termination, and (b) as “tenant,” enter into a new lease of the
Premises with Landlord for a term commencing on the effective date of such disaffirmance, rejection
or termination and ending on the Expiration Date, at the same Rent and upon the then executory
terms, covenants and conditions contained in this Lease, except that (i) the rights of Tenant named
herein under the new lease shall be subject to the possessory rights
of the assignee under this
Lease and the possessory rights of any persons claiming through or under such assignee or by virtue
of any statute or of any order of any court, (ii) such new lease shall require all defaults
existing under this Lease to be cured by Tenant named herein with due diligence, and (iii) such new
lease shall require Tenant named herein to pay all Rent which, had this Lease not been so
disaffirmed, rejected or terminated, would have become due under the
provisions of this Lease after
the date of such disaffirmance, rejection or termination with respect to any period prior thereto.
If Tenant named herein defaults in its obligations to enter into such new lease for a period of 10
days after Landlord’s request, then, in addition to all other rights and remedies by reason of
default, either at law or in equity, Landlord shall have the same rights and remedies against
Tenant named herein as if it had entered into such new lease and such new lease had thereafter been
terminated as of the commencement date thereof by reason of Tenant’s default thereunder.



     Section 13.12 Lender Consent. If Landlord’s consent is required for any Transfer, Tenant
shall also obtain Mortgagee’s written consent to such Transfer. Tenant shall send notices to
Mortgagee as and when Tenant is required to send notices to Landlord under this Article.
Mortgagee shall have the same amount of time to respond to notices given to Mortgagee under this
Article as Landlord is entitled to under this Article, with such time period commencing upon
Mortgagee’s receipt of any such notices from Tenant. Notwithstanding the foregoing, Mortgagee’s
consent shall not be required in connection with the assignment of this Lease to a Related Entity
or in connection with space subleased to Related Entities or to Permitted Subtenants.



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ARTICLE 14

ACCESS TO PREMISES




     Section 14.1 Landlord’s Access.



          (a) Landlord, Landlord’s agents and utility service providers servicing the Building
may erect, use and maintain concealed ducts, pipes and conduits in and through the Premises
provided such use does not cause the usable area of the Premises to be reduced beyond a de minimis
amount. Landlord shall promptly repair any damage to the Premises caused by any work performed
pursuant to this Article 14. Notwithstanding the foregoing, except in case of an emergency,
Landlord shall provide notice of not less than 72 hours prior to entering the Premises for any such
activities. Landlord shall comply with Tenant’s reasonable security procedures when in the
Premises. Notwithstanding the foregoing, after the Commencement Date Landlord shall not erect or
install wiring, ducts, pipes or conduits in the Premises (except to the extent the same replace any
wiring, ducts, pipes or conduits which exist in the Premises prior to the Commencement Date).




          (b) Landlord, any Lessor or Mortgagee and any other party designated by Landlord and their
respective agents shall have the right to enter the Premises at all reasonable times, upon
reasonable notice (which notice may be oral) except in the case of emergency, to examine the
Premises, to show the Premises to prospective purchasers, Mortgagees, Lessors or tenants and their
respective agents and representatives or others and to perform Restorative Work to the Premises or
the Building.




          (c) All parts (except surfaces facing the interior of the Premises) of all walls, windows and
doors bounding the Premises, all balconies, terraces and roofs adjacent to the Premises, all space
in or adjacent to the Premises used for shafts, stacks, stairways, mail chutes, conduits and other
mechanical facilities, Building Systems; Building faculties and Common Areas are not part of the
Premises, and Landlord shall have the use thereof and access thereto through the Premises for the
purposes of Building operation, maintenance, alteration and repair. In the performance of any such
work, Landlord shall use commercially reasonable efforts to avoid disruption of Tenant’s use and
occupancy of the Premises. If, in exercising its rights under this Article, Landlord interferes
with Tenant’s ability to operate Tenant’s business in the Premises and Tenant ceases to operate
Tenant’s business in the Premises as a result thereof, then Tenant should be entitled to an
abatement of Fixed Rent, Tenant’s Operating Payment and Tenant’s Tax Payment until Tenant can once
again operate Tenant’s business in the Premises. Except in the case of an emergency, Landlord shall
not have access to the NOC Facilities without Tenant’s prior written consent, such consent not to
be unreasonably withheld, and without an escort designated by Tenant. To the extent that Landlord
incurs any expense arising from the requirement that Landlord must be accompanied by a
Tenant-designated escort (such as the Tenant-designated escort not being available at a
pre-arranged time), Tenant shall reimburse Landlord for such expense within 30 days after Tenant’s
receipt of an invoice therefor.




     Section 14.2 Building Name. Landlord has the right at any time to change the name,
number or designation by which the Building is commonly known. Landlord shall use commercially
reasonable efforts to notify Tenant of any name change. If Landlord changes the



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name, number or designation by which the Building is commonly known, Landlord shall
reimburse Tenant for Tenant’s third-party out-of-pocket expenses (not to exceed $2,500) incurred
in replacing Tenant’s then existing stationery, business card stocks and marketing materials.



ARTICLE 15

DEFAULT




     Section 15.1 Tenant’s Defaults. Each of the following events shall be an “Event of
Default” hereunder:



          (a) Tenant fails to pay when due any installment of Rent and such default shall
continue for 5 Business Days after written notice of such default is
given to Tenant except that if
Landlord shall have given two such notices of default in the payment of any Rent in any 12-month
period, Tenant shall not be entitled to any further notice of its delinquency in the payment of any
Rent or an extended period in which to make payment until such time as 12 consecutive months shall
have elapsed without Tenant having failed to make any such payment when due, and the occurrence of
any default in the payment of any Rent within such 12-month period after the giving of 2 such
notices shall constitute an Event of Default; or




          (b) Tenant fails to observe or perform any other term, covenant or condition of this Lease and
such failure continues for more than 30 days after notice by Landlord to Tenant of such default, or
if such default is of a nature that it cannot be completely remedied within 30 days, failure by
Tenant to commence to remedy such failure within said 30 days, and thereafter diligently prosecute
to completion all steps necessary to remedy such default, provided in all events the same is
completed within 90 days; or




          (c) if Landlord applies or retains any part of the Security Deposit, and Tenant fails to
deposit with Landlord the amount so applied or retained by Landlord, or to provide Landlord with a
replacement Letter of Credit (as hereinafter defined), if applicable, within 10 Business Days after
notice by Landlord to Tenant stating the amount applied or retained; or




     Upon the occurrence of any one or more of such Events of Default, Landlord may, at its sole
option, give to Tenant notice of cancellation of this Lease (or of Tenant’s possession of the
Premises), in which event this Lease and the Term (or Tenant’s possession of the Premises) shall
terminate (whether or not the Term shall have commenced) with the same force and effect as if the
date set forth in the notice was the Expiration Date stated herein; and Tenant shall then quit
and surrender the Premises to Landlord, but Tenant shall remain liable for damages as provided in
this Article 15. Any notice of cancellation of the Term (or Tenant’s possession of the Premises)
may be given simultaneously with any notice of default given to Tenant; provided the same shall
not limit Tenant’s cure rights under this Lease.



     Section 15.2 Landlord’s Remedies.



          (a) Possession/Reletting. If this Lease and the Term, or Tenant’s right to
possession of the Premises, terminate as provided in
Section 15.1:


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               (i) Surrender of Possession. Tenant shall quit and surrender the Premises to Landlord,
and Landlord and its agents may immediately, or at any time after such termination, re-enter the
Premises or any part thereof, without notice, either by summary proceedings, or by any other
applicable action or proceeding, or by force (to the extent permitted by law) or otherwise in
accordance with applicable legal proceedings (without being liable to indictment, prosecution or
damages therefor), and may repossess the Premises and dispossess Tenant and any other persons from
the Premises and remove any and all of their property and effects from the Premises.



               (ii) Landlord’s Reletting. Landlord, at Landlord’s option, may relet all or any part of the
Premises from time to time, either in the name of Landlord or otherwise, to such tenant or
tenants, for any term ending before, on or after the Expiration Date, at such rental and upon such
other conditions (which may include concessions and free rent periods) as Landlord, in its sole
but reasonable discretion, may determine. Landlord shall have no obligation to accept any tenant
offered by Tenant and shall not be liable for failure to relet or, in the event of any such
reletting, for failure to collect any rent due upon any such reletting; and no such failure shall
relieve Tenant of, or otherwise affect, any liability under mis Lease. However, to the extent
required by law, Landlord shall use reasonable efforts to mitigate its damages but shall not be
required to divert prospective tenants from any other portions of the Building. Landlord, at
Landlord’s option, may make such alterations, decorations and other physical changes in and to the
Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with
such reletting or proposed reletting, without relieving Tenant of any liability under this Lease
or otherwise affecting any such liability.



          (b) Tenant’s Waiver. Tenant, on its own behalf and on behalf of all persons claiming through
or under Tenant, including all creditors, hereby waives all rights which Tenant and all such
persons might otherwise have under any Requirement (i) to redeem, or to re-enter or repossess the
Premises, or (ii) to restore the operation of this Lease, after (A) Tenant shall have been
dispossessed by judgment or by warrant of any court or judge, or (B) any expiration or early
termination of the term of this Lease, whether such dispossess, re-entry, expiration or termination
shall be by operation of law or pursuant to the provisions of this Lease. The words “re-enter,”
“re-entry” and “re-entered” as used in this Lease shall not be deemed to be restricted to their
technical legal meanings.




          (c) Tenant’s Breach. Upon the breach by Tenant, or any persons claiming through or under
Tenant, of any term, covenant or condition of this Lease, after the expiration of any applicable
notice and cure period Landlord shall have the right to enjoin such breach and to invoke any other
remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies
were not provided in this Lease for such breach. The rights to invoke the remedies set forth above
are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in
equity.




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     Section 15.3 Landlord’s Damages.



          (a) Amount of Damages. If this Lease and the Term, or Tenant’s right to possession of the
Premises, terminate as provided in Section 15.1, then:




               (i) Tenant shall pay to Landlord all items of Rent payable under this Lease by Tenant
to Landlord prior to the date of termination;



               (ii) Landlord may retain (to the maximum extent of its damages) all monies, if any, paid by
Tenant to Landlord, whether as prepaid Rent, a Security Deposit or otherwise, which monies, to the
extent not otherwise applied to amounts due and owing to Landlord, shall be credited by Landlord
against any damages payable by Tenant to Landlord and Landlord will promptly deliver to Tenant any
excess proceeds to which Tenant is entitled;



               (iii) Tenant shall pay to Landlord, in monthly installments, on the days specified in this
Lease for payment of installments of Fixed Rent, any Deficiency; it being understood that
Landlord shall be entitled to recover the Deficiency from Tenant each month as the same shall
arise, and no suit to collect the amount of the Deficiency for any month, shall prejudice
Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and



               (iv) whether or not Landlord shall have collected any monthly Deficiency, Tenant shall pay to
Landlord, on demand, in lieu of any further Deficiency and as liquidated and agreed final damages,
a sum equal to the amount by which the Rent for the period which otherwise would have constituted
the unexpired portion of the Term (assuming the Additional Rent during such period to be the same
as was payable for the year immediately preceding such termination or re-entry, increased in each
succeeding year by 4% (on a compounded basis)) exceeds the then fair and reasonable rental value
of the Premises, for the same period (with both amounts being discounted to present value at a rate
of interest equal to 2% below the then Base Rate) less the aggregate amount of Deficiencies
theretofore collected by Landlord pursuant to the provisions of Section 15.3(a)(iii) for the same
period.



          (b) Reletting. If the Premises, or any part thereof, shall be relet together with other space
in the Building, the rents collected or reserved under any such reletting and the reasonable
third-party out-of-pocket expenses of any such reletting shall be equitably apportioned for the
purposes of this Section 15.3. Tenant shall not be entitled to any rents collected or payable
under any reletting, whether or not such rents exceeds the Fixed Rent reserved in this Lease.
Nothing contained in Article 15 shall be deemed to limit or preclude the recovery by Landlord from
Tenant of the maximum amount allowed to be obtained as damages by any Requirement, or of any sums
or damages to which Landlord may be entitled in addition to the damages set forth in this Section
15.3.




     Section 15.4 Interest. If any payment of Rent is not paid within 5 Business Days
after the same is due, interest shall accrue on such payment, from the date such payment became
due until paid at the Interest Rate. Tenant acknowledges that late payment by Tenant of Rent
will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such
costs being extremely difficult and impracticable to fix. Such costs include, without
limitation,



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processing and accounting charges, and late charges that may be imposed on Landlord by the
terms of any note secured by a Mortgage covering the Premises. Therefore, in addition to interest,
if any amount is not paid within 5 Business Days after the same is due, a late charge equal to 5%
of such amount shall be assessed; provided, however, that on 2 occasions during any calendar year
of the Term, Landlord shall give Tenant notice of such late payment and Tenant shall have a period
of 5 Business Days thereafter in which to make such payment before any late charge is assessed.
Such interest and late charges are separate and cumulative and are in addition to and shall not
diminish or represent a substitute for any of Landlord’s rights or remedies under any other
provision of this Lease.



     Section 15.5 Other Rights of Landlord. If Tenant fails to pay any Additional Rent when due,
Landlord, in addition to any other right or remedy, shall have the same rights and remedies as in
the case of a default by Tenant in the payment of Fixed Rent. If Tenant is in arrears in the
payment of Rent, Tenant waives Tenant’s right, if any, to designate the items against which any
payments made by Tenant are to be credited, and Landlord may apply any payments made by Tenant to
any items Landlord sees fit, regardless of any request by Tenant.



     Any provision of this Lease to the contrary notwithstanding, Landlord shall not look to any
property or assets of any partner, member, manager, shareholder, director, officer, principal, or
employee of Tenant (collectively, the “Tenant Parties”) in seeking either to enforce Tenant’s
obligations under this Lease or to satisfy a judgment for Tenant’s failure to perform such
obligations; and none of the Tenant Parties shall be personally liable for the performance of
Tenant’s obligations under this Lease.



     Any provision of this Section to the contrary notwithstanding, Landlord shall not discontinue
providing utilities (other than overtime HVAC service) to the Premises due to any default of
Tenant, until Landlord has obtained a court order or other similar determination by an applicable
judicial or arbitrative body authorizing such discontinuance.



     Section 15.6
Maintenance Default. If Landlord fails to perform any repair or maintenance which
is Landlord’s obligation under this Lease, or fails to perform Landlord’s obligations under
Section 8.1(c) of the Lease, and such failure materially and adversely impacts Tenant’s use and
enjoyment of the Premises for the Permitted Use (a “Repair Problem”), Tenant shall send Landlord a
written notice detailing the nature of the Repair Problem (the “First Notice”). If such Repair
Problem continues for 15 days after Landlord receives the First Notice, Tenant shall send a second
notice which must state “SECOND AND FINAL REQUEST” at the top of the notice (the “Second Notice”).
If the Repair Problem continues for 15 days after Landlord receives the Second Notice, Tenant may
make such repairs or perform such maintenance at Tenant’s cost provided that Tenant shall be
solely responsible for any damage or injury, or death caused by or arising therefrom. Any
provision of this Section to the contrary notwithstanding, if Landlord commences repair of the
Repair Problem within 15 days after receipt of the Second Notice and thereafter prosecutes such
repair to completion with reasonable diligence, Landlord shall have a reasonable period after
receipt of the Second Notice to complete the Repair Problem. All notices given to Landlord under
this Section and elsewhere in this Lease must be given in accordance with the requirements set
forth in Article 23.



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     If Tenant complies with the provisions of this Section, upon Tenant’s completion of the
Repair Problem Landlord shall (subject to Article 7 of this Lease and to the restrictions of this
Section) pay Tenant’s reasonable out-of-pocket costs, for making such repairs or performing such
maintenance promptly upon presentation of a bill therefor. Notwithstanding the foregoing, Tenant
shall have no right (i) to undertake any action which would affect the Building Systems, (ii) to
undertake any action which would affect the Building’s exterior walls, floor slabs, roof or
structure, or (iii) to set off or deduct any amounts due from Landlord hereunder from the Fixed
Rent or Additional Rent due under this Lease.



     Any provision of this Section 15.6 to the contrary notwithstanding, in the event of an
emergency requiring repairs to the Emergency Power System, if Landlord does not promptly and
diligently perform the repairs, Tenant’s self-help right under this Section shall apply to the
Emergency Power System without the requirement of providing the First Notice or the Second Notice
to Landlord.



ARTICLE 16

LANDLORD’S RIGHT TO CURE; FEES AND EXPENSES




     If Tenant defaults in the performance of its obligations under this Lease, Landlord,
without waiving such default, may perform such obligations at Tenant’s expense:
(a) immediately, and without notice, in the case of emergency threatening imminent harm to any
person or property or if the default (i) materially interferes with the use by any other tenant of
the Building, (ii) materially interferes with the efficient operation of the Building, (iii)
results in a violation of any Requirement, or (iv) results or will result in a cancellation of any
insurance policy maintained by Landlord, and (b) in any other case if such default continues after
30 days from the date Landlord gives notice of Landlord’s intention to perform the defaulted
obligation. All costs and expenses incurred by Landlord in connection with any such performance by
it and all costs and expenses, including reasonable counsel fees and disbursements, incurred by
Landlord in any action or proceeding (including any unlawful detainer proceeding) brought by
Landlord to enforce any obligation of Tenant under this Lease and/or right of Landlord in or to the
Premises, shall be paid by Tenant to Landlord within 30 days after demand, with interest thereon at
the Interest Rate from the date incurred by Landlord. Except as expressly provided to the contrary
in this Lease, all costs and expenses which, pursuant to this Lease are incurred by Landlord and
payable to Landlord by Tenant, and all charges, amounts and sums payable to Landlord by Tenant for
any property, material, labor, utility or other services which, pursuant to this Lease or at the
request and for the account of Tenant, are provided, furnished or rendered by Landlord, shall
become due and payable by Tenant to Landlord within 30 days after receipt of Landlord’s invoice for
such amount.



ARTICLE 17

NO REPRESENTATIONS BY LANDLORD; LANDLORD’S APPROVAL




     Section 17.1 No Representations. Except as expressly set forth herein, Landlord and
Landlord’s agents have made no warranties, representations, statements or promises with respect
to the Building, the Real Property or the Premises and no rights, easements or licenses are
acquired by Tenant by implication or otherwise. Tenant is entering into this Lease after full



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investigation and is not relying upon any statement or representation made by Landlord not
embodied in this Lease.



     Section 17.2. No Money Damages. Wherever in this Lease Landlord’s consent or approval is
required, Landlord hereby acknowledges its duty to act in each such case consistent with a covenant
of good faith and fair dealing (but Landlord shall not otherwise be subject to a “reasonableness”
standard where Landlord has reserved its right to act in its sole discretion). If Landlord refuses
to grant such consent or approval, whether or not Landlord expressly agreed that such consent or
approval would not be unreasonably withheld, conditioned or delayed, Tenant shall not make, and
Tenant hereby waives, any claim for money damages (including any claim by way of set-off,
counterclaim or defense) based upon Tenant’s claim or assertion that Landlord unreasonably
withheld, conditioned or delayed its consent or approval. Tenant’s sole remedy shall be an action
or proceeding to enforce such provision, by specific performance, injunction or declaratory
judgment, provided that such remedy can be obtained during the pendency of the Lease.



     If Tenant is unable to obtain such remedy during the pendency of the Lease, then
notwithstanding the foregoing, Tenant shall be entitled money damages equal to the diminished
value of Tenant’s leasehold estate proximately caused by Landlord acting in bad faith in
withholding its consent or approval, as determined by a final non-appealable judgment from a court
of competent jurisdiction. Except as otherwise expressly provided in this Lease to the contrary,
in no event shall either party be liable to the other for any indirect, consequential or punitive
damages, including loss or profits or business opportunity, arising under or in connection with
this Lease. Notwithstanding the foregoing, Tenant’s waiver to set forth in the second sentence of
this Section shall not apply to any final non-appealable judgment that Tenant obtains from a court
of competent jurisdiction that Landlord acted in bad faith in withholding its consent or approval.



     Section 17.3 Reasonable Efforts. For purposes of this Lease, “reasonable efforts” by Landlord
or Tenant shall not include an obligation to employ contractors or labor at overtime or other
premium pay rates or to incur any other overtime costs or additional expenses whatsoever.



ARTICLE 18

END OF TERM




     Section 18.1 Expiration. Upon the expiration or other termination of this Lease, Tenant
shall quit and surrender the Premises to Landlord vacant, broom clean and in good order and
condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms
of this Lease excepted, and except as otherwise expressly provided in Section 5.3 to the
contrary, Tenant shall remove all of Tenant’s Property and to the extent Tenant is required
elsewhere in this Lease to remove Tenant’s Specialty Alterations.



     Section 18.2
Holdover Rent. Landlord and Tenant recognize that Landlord’s damages resulting
from Tenant’s failure to timely surrender possession of the Premises may be substantial, may
exceed the amount of the Rent payable hereunder, and will be impossible to accurately measure.
Accordingly, if possession of the Premises is not surrendered to Landlord on the Expiration Date
or sooner termination of this Lease, in addition to any other rights or remedies



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Landlord may have hereunder or at law, Tenant shall (a) pay to Landlord for each month (or any
portion thereof) during which Tenant holds over in the Premises after the Expiration Date or sooner
termination of this Lease, a sum equal to 150% of the Rent payable under this Lease for the last
full calendar month of the Term for the first 60 days of such holdover and 200% of the Rent payable
under this Lease for the last full calendar month of the Term for any holdover in excess of 60
days, (b) be liable to Landlord for (i) any payment or rent concession which Landlord may be
required to make to any tenant obtained by Landlord for all or any part of the Premises (a “New
Tenant”) in order to induce such New Tenant not to terminate its lease by reason of the
holding-over by Tenant, and (ii) the loss of the benefit of the bargain if any New Tenant shall
terminate its lease by reason of the holding-over by Tenant, and (c) indemnify Landlord against all
claims for damages by any New Tenant. No holding-over by Tenant, nor the payment to Landlord of the
amounts specified above, shall operate to extend the Term hereof. Nothing herein contained shall be
deemed to permit Tenant to retain possession of the Premises after the Expiration Date or sooner
termination of this Lease, and no acceptance by Landlord of payments from Tenant after the
Expiration Date or sooner termination of this Lease shall be deemed to be other than on account of
the amount to be paid by Tenant in accordance with the provisions of this Section 18.2. Any
provision of this Section to the contrary notwithstanding, in connection with any such holdover,
Tenant shall have a 60 day grace period prior to being liable for any consequential or punitive
damages as a result of such holdover.



ARTICLE 19

QUIET ENJOYMENT




     Provided this Lease is in full force and effect and no Event of Default by Tenant then
exists, Tenant may peaceably and quietly enjoy the Premises and Tenant’s possession of the
Premises and the rights afforded to Tenant hereunder shall not be disturbed, without hindrance by
Landlord or any person lawfully claiming through or under Landlord, subject to the terms and
conditions of this Lease.



ARTICLE 20

NO SURRENDER; NO WAIVER




     Section 20.1 No Surrender or Release. No act or thing done by Landlord or Landlord’s
agents or employees during the Term shall be deemed an acceptance of a surrender of the Premises,
and no provision of this Lease shall be deemed to have been waived by Landlord, unless such
waiver is in writing and is signed by Landlord.



     Section 20.2 No Waiver. The failure of either party to seek redress for violation of, or to
insist upon the strict performance of, any covenant or condition of this Lease, or any of the
Rules and Regulations, shall not be construed as a waiver or relinquishment for the future
performance of such obligations of this Lease or the Rules and Regulations, or of the right to
exercise such election but the same shall continue and remain in full force and effect with
respect to any subsequent breach, act or omission. The receipt by Landlord of any Rent payable
pursuant to this Lease or any other sums with knowledge of the breach of any covenant of this
Lease shall not be deemed a waiver of such breach. No payment by Tenant or receipt by Landlord of
a lesser amount than the monthly Rent herein stipulated shall be deemed to be other than a
payment on



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account of the earliest stipulated Rent, or as Landlord may elect to apply such payment,
nor shall any endorsement or statement on any check or any letter accompanying any check or
payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any
other remedy provided in this Lease.



ARTICLE 21

WAIVER OF TRIAL BY JURY; COUNTERCLAIM




     Section 21.1 Jury Trial Waiver. Landlord and Tenant hereby waive trial by jury in any
action, proceeding or counterclaim brought by either party against the other on any matters in
any way arising out of or connected with this Lease, the relationship of Landlord and Tenant,
Tenant’s use or occupancy of the Premises, or the enforcement of any remedy under any statute,
emergency or otherwise.



     Section 21.2 Waiver of Counterclaim. If Landlord commences any summary proceeding against
Tenant, Tenant will not interpose any counterclaim of any nature or description in any such
proceeding (unless failure to interpose such counterclaim would preclude Tenant from asserting in
a separate action the claim which is the subject of such counterclaim), and will not seek to
consolidate such proceeding with any other action which may have been or will be brought in any
other court by Tenant.



ARTICLE 22

NOTICES




     Except as otherwise expressly provided in this Lease, all consents, notices, demands,
requests, approvals or other communications given under this Lease shall be in writing and shall
be deemed sufficiently given or rendered if delivered by hand (provided a signed receipt is
obtained) or if sent by registered or certified mail (return receipt requested) or by a nationally
recognized overnight delivery service making receipted deliveries, addressed to Landlord and
Tenant as set forth in Article 1, and to any Mortgagee or Lessee who shall require copies of
notices and whose address is provided to Tenant, or to such other address(es) as Landlord, Tenant
or any Mortgagee or Lessor may designate as its new address(es) for such purpose by notice given
to the other in accordance with the provisions of this Article 22. Any such approval, consent,
notice, demand, request or other communication shall be deemed to have been given on the date of
receipted delivery, refusal to accept delivery or when delivery is first attempted but cannot be
made due to a change of address for which no notice is given or 3 Business Days after it shall
have been mailed as provided in this Article 22, whichever is earlier.



ARTICLE 23

RULES AND REGULATIONS




     All Tenant Parties shall observe and comply with the Rules and Regulations, as
reasonably supplemented or amended from time to time. Landlord reserves the right, from time to
time, to adopt additional Rules and Regulations and to amend the Rules and Regulations then in
effect. Nothing contained in this Lease shall impose upon Landlord any obligation to enforce the
Rules and Regulations or terms, covenants or conditions in any other lease against any other



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Building tenant, and Landlord shall not be liable to Tenant for violation of the same by any
other tenant, its employees, agents, visitors or licensees, provided that Landlord shall enforce
the Rules or Regulations against Tenant in a non-discriminatory fashion. Landlord shall not enforce
any Rules and Regulations other than in a uniform, non-discriminatory manner.



ARTICLE 24

BROKER




     Landlord has retained Landlord’s Agent as leasing agent in connection with this Lease
and Landlord will be solely responsible for any fee that may be payable to Landlord’s Agent.
Landlord agrees to pay a commission to Tenant’s Broker pursuant to a separate agreement. Each of
Landlord and Tenant represents and warrants to the other that neither it nor its agents have dealt
with any broker in connection with this Lease other than Landlord’s Agent and Tenant’s Broker and
that no other broker, finder or like entity procured or negotiated this Lease or is entitled to
any fee or commission in connection herewith. Each of Landlord and Tenant shall indemnify, defend,
protect and hold the other party harmless from and against any and all Losses which the
indemnified party may incur by reason of any claim of or liability to any broker, finder or like
agent (other than Landlord’s Agent and Tenant’s Broker) arising out of any dealings claimed to
have occurred between the indemnifying party and the claimant in connection with this Lease,
and/or the above representation being false.



ARTICLE 25

INDEMNITY




     Section 25.1 Tenant’s Indemnity. Tenant shall not do or permit to be done any act or
thing upon the Premises or the Building which may subject Landlord to any liability or
responsibility for injury, damages to persons or property or to any liability by reason of any
violation of any Requirement, and shall exercise such control over the Premises as to fully
protect Landlord against any such liability. Tenant shall indemnify, defend, protect and hold
harmless each of the Indemnitees from and against any and all Losses, resulting from any claims
(i) against the Indemnitees arising from any act, omission or negligence of any of the Tenant
Parties, (ii) against the Indemnitees arising from any accident, injury or damage whatsoever
caused to any person or to the property of any person and occurring in or about the Premises, and
(iii) against the Indemnitees resulting from any breach, violation or nonperformance of any
covenant, condition or agreement of this Lease on the part of Tenant to be fulfilled, kept,
observed or performed. The foregoing indemnity shall be deemed to exclude liability arising from
the gross negligence or intentional misconduct of the Indemnitees, or any of them.



     Section 25.2 Landlord’s Indemnity. Landlord shall indemnify, defend and hold harmless Tenant
from and against all Losses incurred by Tenant arising from (i) any act, omission or negligence
of Landlord, (ii) any accident, injury or damage whatsoever caused to any person or the property
of any person in or about the Real Property (exclusive of the Premises) to the extent
attributable to the negligence or willful misconduct of Landlord or its employees or agents,
and/or (iii) any breach, violation or nonperformance of any covenant, condition or agreement of
this Lease on the part of Landlord to be fulfilled, kept, observed or performed.



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     Any provision of this Lease to the contrary notwithstanding, neither Landlord nor any of
its employees, agents or contractors shall be liable under any theory of liability to Tenant for
any indirect, special, incidental, remote or consequential damages arising under or in connection
with this Lease, whether in an action for or arising out of breach of contract, business
interruption, tort, or otherwise.



     Section 25.3 Defense and Settlement. If any claim, action or proceeding is made or brought
against any Indemnitee, then upon demand by an Indemnitee, Tenant, at its sole cost and expense,
shall resist or defend such claim, action or proceeding in the lndemnitee’s name(if necessary), by
attorneys reasonably approved by the Indemnitee, which approval shall not be unreasonably
withheld, conditioned or delayed (attorneys for Tenant’s insurer shall be deemed approved for
purposes of this Section 25.3). Notwithstanding the foregoing, an Indemnitee may retain its own
attorneys to participate or assist in defending any claim, action or proceeding involving
potential liability in excess of the amount available under Tenant’s liability insurance carried
under Section 11.1 for such claim and Tenant shall pay the reasonable fees and disbursements of
such attorneys. If Tenant fails to diligently defend or if there is a legal conflict or other
conflict of interest, then Landlord may retain separate counsel at Tenant’s expense.
Notwithstanding anything herein contained to the contrary, Tenant may direct the Indemnitee to
settle any claim, suit or other proceeding provided that (a) such settlement shall involve no
obligation on the part of the Indemnitee other than the payment of money, (b) any payments to be
made pursuant to such settlement shall be paid in full exclusively by Tenant at the time such
settlement is reached, (c) such settlement shall not require the Indemnitee to admit any
liability, and (d) the Indemnitee shall have received an unconditional release from the other
parties to such claim, suit or other proceeding.



ARTICLE 26

MISCELLANEOUS




     Section 26.1 Delivery & Authority. This Lease shall not be binding upon Landlord or
Tenant unless and until Landlord shall have executed and delivered a fully executed copy of this
Lease to Tenant. Landlord represents to Tenant that Landlord has the authority to enter into this
Lease and perform Landlord’s obligations hereunder



     Section 26.2 Transfer of Real Property. Landlord’s obligations under this Lease shall not be
binding upon the Landlord named herein after the sale, conveyance, assignment or transfer by such
Landlord (or upon any subsequent landlord after such subsequent landlord’s transfer) of its
interest in the Building or the Real Property, as the case may be, and in the event of any such
transfer, Landlord (and any such subsequent Landlord) shall be entirely freed and relieved of all
covenants and obligations of Landlord hereunder arising from and after the date of such transfer
and the transferee of Landlord’s interest (or that of such subsequent Landlord) in the Building
or the Real Property, as the case may be, shall be deemed to have assumed all obligations under
this Lease arising from and after the date of such transfer.



     Section 26.3 Limitation on Liability. The liability of Landlord for Landlord’s obligations
under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall
not look to any other property or assets of Landlord or the property or assets of any



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direct or indirect partner, member, manager, shareholder, director, officer, principal,
employee or agent of Landlord (collectively, the “Parties”) in seeking either to enforce
Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform
such obligations; and none of the Parties shall be personally liable for the performance of
Landlord’s obligations under this Lease.



     Section 26.4 Rent. All amounts payable by Tenant to or on behalf of Landlord under this Lease,
whether or not expressly denominated Fixed Rent, Tenant’s Tax Payment, Tenant’s Operating Payment,
Additional Rent or Rent, shall constitute rent for the purposes of Section 502(b)(6) of the United
States Bankruptcy Code.



     Section 26.5 Entire Document. This Lease (including any Schedules and Exhibits referred to
herein and all supplementary agreements provided for herein) contains the entire agreement between
the parties and all prior negotiations and agreements are merged into this Lease. All of the
Schedules and Exhibits attached hereto are incorporated in and made a part of this Lease, provided
that in the event of any inconsistency between the terms and provisions of this Lease and the
terms and provisions of the Schedules and Exhibits hereto, the terms and provisions of this Lease
shall control.



     Section 26.6 Governing Law. This Lease shall be governed in all respects by the laws of the
Commonwealth of Virginia (but not including the choice of law rules thereof).



     Section 26.7 Unenforceability. If any provision of this Lease, or its application to any
Person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event
the remainder of this Lease or the application of such provision to any other Person or any other
circumstance (other than those as to which it shall be invalid or unenforceable) shall not be
thereby affected, and each provision hereof shall remain valid and enforceable to the fullest
extent permitted by law.



     Section 26.8 Lease Disputes.



          (a) Tenant agrees that all disputes arising, directly or indirectly, out of or relating to
this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the state
courts of the Commonwealth of Virginia or the United States District Court for the Eastern District
of Virginia and for that purpose hereby expressly and irrevocably submits itself to the
jurisdiction of such courts. Tenant agrees that so far as is permitted under applicable law, this
consent to personal jurisdiction shall be self-operative and no further instrument or action, other
than service of process in one of the manners specified in this Lease, or as otherwise permitted by
law, shall be necessary in order to confer jurisdiction upon it in any such court.




          (b) To the extent that Tenant has or hereafter may acquire any immunity from jurisdiction
of any court or from any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its
property, Tenant irrevocably waives such immunity in respect of its obligations under this Lease.




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     Section 26.9 Landlord’s Agent. Unless Landlord delivers written notice to Tenant to the
contrary, Landlord’s Agent is authorized to act as Landlord’s agent in connection with the
performance of this Lease, and Tenant shall be entitled to rely upon correspondence received from
Landlord’s Agent. Tenant acknowledges that Landlord’s Agent is acting solely as agent for Landlord
in connection with the foregoing; and neither Landlord’s Agent nor any of its direct or indirect
partners, members, managers, officers, shareholders, directors, employees, principals, agents or
representatives shall have any liability to Tenant in connection with the performance of this
Lease, and Tenant waives any and all claims against any and all of such parties arising out of, or
in any way connected with, this Lease, the Building or the Real Property.



     Section 26.10 Estoppel. Within 15 days following request from Landlord, any Mortgagee or any
Lessor, but not more frequently than 3 times in any 12 month period during the Term, Tenant shall
deliver to Landlord a statement executed and acknowledged by Tenant, in form reasonably
satisfactory to Landlord, (a) stating the Commencement Date, the Rent Commencement Date and the
Expiration Date, and that this Lease is then in full force and effect and has not been modified
(or if modified, setting forth all modifications), (b) setting forth the date to which the Fixed
Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent and
Additional, Rent then payable, (c) stating whether or not, to the best of Tenant’s knowledge,
Landlord is in default under this Lease, and, if Landlord is in default, setting forth the
specific nature of all such defaults, (d) stating the amount of the Security Deposit, if any,
under this Lease, (e) stating whether there are any subleases or assignments affecting the
Premises, (f) stating the address of Tenant to which all notices and communications under the
Lease shall be sent, and (g) responding to any other matters reasonably requested by Landlord,
such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this
Section 26.10 may be relied upon by any purchaser or owner of the Real Property or the Building or
all or any portion of Landlord’s interest in the Real Property or the Building or any Superior
Lease, or by any Mortgagee, or assignee thereof or by any Lessor, or assignee thereof. Within 10
Business Days following request from Tenant, but not more frequently than twice in any 12 month
period, Landlord shall deliver to Tenant a statement executed and acknowledged by Landlord, in
form reasonably satisfactory to Tenant, containing the above information.



     Section 26.11 Certain Interpretational Rules. For purposes of this Lease, whenever the words
“include”, “includes”, or “including” are used, they shall be deemed to be followed by the words
“without limitation” and, whenever the circumstances or the context requires, the singular shall
be construed as the plural, the masculine shall be construed as the feminine and/or the neuter
and vice versa. This Lease shall be interpreted and enforced without the aid of any canon, custom
or rule of law requiring or suggesting construction against the party drafting or causing the
drafting of the provision in question.



     The captions in this Lease are inserted only as a matter of convenience and for reference
and in no way define, limit or describe the scope of this Lease or the intent of any provision
hereof.



     Section 26.12 Parties Bound. The terms, covenants, conditions and agreements contained in
this Lease shall bind and inure to the benefit of Landlord and Tenant and, except as



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otherwise provided in this Lease, to their respective legal representatives, successors, and
assigns.



     Section 26.13 Memorandum of Lease. This Lease shall not be recorded; however, at Landlord’s
request, Landlord and Tenant shall promptly execute, acknowledge and deliver a memorandum with
respect to this Lease sufficient for recording and Landlord may record the memorandum. Any
recording fees payable in connection with Landlord’s request shall be Landlord’s sole cost and
expense. Within 10 days following the end of the Term, Tenant shall enter into such reasonable and
customary documentation as is reasonably required by Landlord to remove the memorandum of record.



     Section 26.14 Counterparts. This Lease may be executed in 2 or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall constitute but
one instrument. Signatures transmitted by facsimile shall be deemed as original signatures
effective on transmission provided that the originals are delivered within 2 Business Days.



     Section 26.15 Survival. All obligations and liabilities of Landlord or Tenant to the other
which accrued before the expiration or other termination of this Lease, and all such obligations
and liabilities which by their nature or under the circumstances can only be, or by the provisions
of this Lease may be, performed after such expiration or other termination, shall survive the
expiration or other termination of this Lease. Without limiting the generality of the foregoing,
the rights and obligations of the parties with respect to any indemnity under this Lease, and with
respect to any Rent and any other amounts payable under this Lease, shall survive the expiration
or other termination of this Lease.



     Section 26.16 Inability to Perform. Landlord and Tenant shall be excused from performing any
obligation or undertaking provided for in this Lease so long as such performance is prevented or
delayed, retarded or hindered by an Unavoidable Delay; provided, however, that no such event or
cause shall relieve Tenant of its obligations hereunder to make full and timely payments of Rent
as provided herein. Landlord and Tenant each shall use reasonable efforts to promptly notify the
other of any Unavoidable Delay which prevents the notifying party from fulfilling any of its
obligations under this Lease.



     Section 26.17 Special Services. [Intentionally Omitted]



     Section 26.18 Deed of Lease/Landlord’s Agent for Service of Process. For purposes of Section
55-2, Code of Virginia (1950), as amended, this Lease is and shall be deemed to be a deed of
lease. For purposes of Section 55-218.1, Code of Virginia (1950), as amended, Landlord’s resident
agent for service of process is: James C. Brincefield, Jr., Attorney at Law, 526 King Street,
Alexandria, Virginia 22314.



     Section 26.19 Lien for Payment of Rent. Landlord hereby waives the benefit of any statutory
or common law lien right in Tenant’s personal property at the Premises.



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     Section 26.20 Financial Statements. Tenant agrees to deliver to Landlord by April 30 of each
year a balance sheet of Tenant as of the end of the preceding calendar year and an income and loss
statement of Tenant for the 12 month period ending on such date.



     Section 26.21 Telecommunications. Tenant shall have the right to select Tenant’s
telecommunications companies, including but not limited to local exchange telecommunications
companies and alternative access vendor services companies (“Tenant’s Telecommunications
Companies”). Landlord, without charge to Tenant, shall provide Tenant and Tenant’s
Telecommunications Companies with reasonable use of the Building’s risers and conduits, and with
reasonable access from the point(s) of entry where Tenant’s Telecommunications Companies’ cables
enter the Real Estate, in connection with the installation and/or maintenance of the
Telecommunications Companies’ cables running to the Premises.



ARTICLE 27

SECURITY DEPOSIT




     Section 27.1 Security Deposit. Tenant shall deposit the Security Deposit with Landlord within
5 days after execution of this Lease as security for the faithful performance and observance by
Tenant of the terms, covenants and conditions of this Lease.



     Section 27.2 Letter of Credit. Tenant shall deliver the Security Deposit to Landlord in the
form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of
Credit”) issued by and drawable upon (i) any commercial bank or financial institution reasonably
satisfactory to Landlord with offices for banking purposes in the Washington, D.C. or New York,
N.Y., metropolitan area (the “Issuing Bank”), which has outstanding unsecured, uninsured and
unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that
constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and
unguaranteed), that is then rated, without regard to qualification of such rating by symbols such
as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “AA” or better
by Standard & Poor’s Rating Service, and has combined capital, surplus and undivided profits of not
less than $500,000,000, (ii) Societé Generale or (iii) Citibank. Such Letter of Credit shall (a)
name Landlord as beneficiary, (b) be in the amount of the Security Deposit, (c) have a term of not
less than one year, (d) permit multiple drawings, (e) be fully transferable by Landlord without the
payment of any fees or charges by Landlord, and (f) otherwise be in form and content reasonably
satisfactory to Landlord. If upon any transfer of the Letter of Credit, any fees or charges shall
be so imposed, then such fees or charges shall be payable solely by Tenant and the Letter of Credit
shall so specify. The Letter of Credit shall provide that it shall be deemed automatically
renewed, without amendment, for consecutive periods of one year each thereafter during the Term
(and in no event shall the Letter of Credit expire prior to the 45th day following the
Expiration Date) unless the Issuing Bank sends a notice (the “Non-Renewal Notice”) to Landlord by
certified mail, return receipt requested, not less than 45 days next preceding the then expiration
date of the Letter of Credit stating that the Issuing Bank has elected not to renew the Letter of
Credit. Landlord shall have the right, upon receipt of the Non-Renewal Notice, to draw the full
amount of the Letter of Credit, by sight draft on the Issuing Bank, and shall thereafter hold or
apply the cash proceeds of the Letter of Credit pursuant to the terms of this Article 27, until
Tenant delivers to Landlord a substitute Letter of Credit



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which meets the requirements of this Section 27.2. The Issuing Bank shall agree with all
drawers, endorsers and bonafide holders that drafts drawn under and in compliance with the terms of
the Letter of Credit will be duly honored upon presentation to the Issuing Bank at an office
location in New York City, New York or such other location if presentment may be accomplished by
facsimile. The Letter of Credit shall be subject in all respects to the Uniform Customs and
Practice for Documentary Credits (1993 revision), International Chamber of Commerce Publication No.
500.



     Section 27.3 Application of Security. If an Event of Default by Tenant occurs in the
payment or performance of any of the terms, covenants or conditions of this Lease, including the
payment of Rent, or Landlord receives a Non-Renewal Notice, Landlord may apply or retain the whole
or any part of any cash Security Deposit and/or Landlord may notify the Issuing Bank and thereupon
receive all or a portion of the Security Deposit represented by the Letter of Credit and use,
apply, or retain the whole or any part of such proceeds, as the case may be, to the extent
required for the payment of any Fixed Rent or any other sum as to which Tenant is in default
including (i) any sum which Landlord may expend or may be required to expend by reason of Tenant’s
default, and/or (i) any damages to which Landlord is entitled pursuant to this Lease, whether such
damages accrue before or after summary proceedings or other reentry by Landlord. If Landlord
applies or retains any part of the Security Deposit, Tenant, within 10 days after demand, shall
deposit with Landlord (or provide an additional letter of credit meeting the requirements of
Article 27) the amount so applied or retained so that Landlord shall have the full Security
Deposit on hand at all times during the Term. If Landlord receives any amount represented by the
Letter of Credit, Landlord shall retain, as a cash Security Deposit, any sum not applied by
Landlord in accordance with provisions of Article 27. Landlord shall hold any such cash Security
Deposit in accordance with the provisions of Article 27. If Tenant shall comply with all of the
terms, covenants and conditions of this Lease, the Security Deposit shall be returned to Tenant
within 30 days following the Expiration Date and Tenant’s surrender of the Premises as required by
this Lease.



     Section 27.4 Transfer. Upon a sale or other transfer of the Real Property or the Building,
or any financing of Landlord’s interest therein, Landlord shall have the right to transfer the
Security Deposit to its transferee or lender. With respect to the Letter of Credit, within 10
days after notice of such transfer or financing, Tenant shall arrange for the transfer of the
Letter of Credit to the new landlord or the lender, as designated by Landlord in the foregoing
notice or have the Letter of Credit reissued in the name of the new landlord or the lender.
Tenant shall pay any Letter of Credit transfer fees for the first transfer and Landlord shall pay
any Letter of Credit transfer fees for the second and all subsequent transfers. Upon such
Transfer Tenant shall look solely to the new landlord or lender for the return of such cash
Security Deposit or Letter of Credit and the provisions hereof shall apply to every transfer or
assignment made of the Security Deposit to a new landlord. Tenant shall not assign or encumber or
attempt to assign or encumber the cash Security Deposit or Letter of Credit and neither Landlord
nor its successors or assigns shall be bound by any such action or attempted assignment, or
encumbrance.



     Section 27.5 Reduction. If (a) no more than 2 monetary Events of Default have occurred (with
each monetary default or missed payment constituting, for purposes of this Section, a separate
Event of Default) during the 3rd or 4th Lease Year, and (b) no Event of Default



- 56 -









 







exists as of the last day of the 4th Lease Year, then, provided that Tenant
complies with the provisions of this Section 27.5, (i) on first day of the 5th Lease
Year, the Security Deposit shall be reduced to $350,000. The Security Deposit shall be reduced as
follows: Tenant shall deliver to Landlord an amendment to the Letter of Credit (which amendment
must be reasonably acceptable to Landlord in all respects), reducing the amount of the Letter of Credit by the amount of the
permitted reduction, and Landlord shall execute the amendment and such other documents as are
reasonably necessary to reduce the amount of the Letter of Credit in accordance with the terms
hereof. If Tenant delivers to Landlord an amendment to the Letter of Credit in accordance with the
terms hereof, Landlord shall, within 10 Business Days after delivery
of such a mendment, either (1)
provide its reasonable objections to such amendment or (2) execute such amendment of the Letter of
Credit in accordance with the terms hereof. If any portion of the Security Deposit is in the form
of cash and Tenant would be entitled to a reduction in the Security Deposit under this Section if
the entire Security Deposit were in the form of the Letter of Credit, Landlord shall deliver to
Tenant the net permitted reduction in the Security Deposit on or before the 15th day of
the 5th Lease Year.



[SIGNATURES FOLLOW]





- 57 -










 





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



	 	 	 	 	 	 
	LANDLORD:
	 	 	 
	 
	 	 	 	 	 
	TST WOODLAND FUNDING I, L.L.C.,	 	 	 
	a Delaware limited liability company	 	 	 
	 
	 	 	 	 	 
	By: 

Name:

	 	/s/ Paul A. Galiano
 

Paul A. Galiano
	 	[Seal]	 
	Title:

	 	Vice President	 	 	 
	 
	 	 	 	 	 
	TENANT:
	 	 	 
	 
	 	 	 	 	 
	FRANCE TELECOM LONG DISTANCE USA LLC,	 	 	 
	a Delaware limited liability company	 	 	 
	 
	 	 	 	 	 
	By:

	 	/s/
Janet M. Matulie	 	[Seal]	 
	Name:

	 	Janet M. Matulie	 	 	 
	Title:

	 	President	 	 	 






 









 






Exhibit A




Floor Plan



The floor plans which follow are intended solely to identify the general location of the Premises,
and should not be used for any other purpose. All areas, dimensions and locations are approximate,
and any physical conditions indicated may not exist as shown.




 









 





Exhibit A






 









 





Exhibit A







 









 






Exhibit A-l




Real Property Description



Beginning at a point on the easterly line of Part of Lot 6, Woodland Associates Limited
Partnership, the property of TST Woodland One, L.L.C., said point being N 39 degrees 21’ 35” E,
393.11 feet from a point on the northerly right of way line of Sunrise Valley Drive (Route 5320)
marking the southeasterly corner of said Part of Lot 6, Woodland Associates Limited Partnership, the
property of TST Woodland One, L.L.C. with said part of Parcel 6, Woodland Associates Limited
Partnership, the property of TST Woodland One, L.L.C., the following three (3) courses; N 39
degrees 21’ 35” E, 126.89 feet to a point; N 13 degrees 07’ 22” E, 49.43 feet to a point and East
80.00 feet to a point; thence with the southwesterly and southeasterly lines of Part of Lot 6,
Woodland Associates Limited Partnership, the property of TST Woodland, L.L.C., the following four
(4) courses; South 18.03 feet to a point; N 77 degrees 17’ 22” E, 294.84 feet to a point; S 25
degrees 47’ 23” E, 107.36 feet to the point of curvature of a curve to the left and 50.29 feet
along the arc of said curve having a radius of 333.00 feet and a chord bearing and chord of S 30
degrees 06’ 58” E, 50.24 feet respectively, to a point; thence continuing with said the
southwesterly line of part of Lot 6, Woodland Associates Limited Partnership, the property of TST
Woodland, L.L.C., and with the southwesterly right of way line of Corporate Drive S 34 degrees 26’
34” E, 159.48 feet to a point on the said southwesterly right of way line of proposed Corporate
Drive marking the point of curvature of a curve to the right; thence continuing with the said
southwesterly right of way line of proposed Corporate Drive 341.75 feet along the arc of said curve
having a radius of 333.00 feet and a chord bearing and chord of S 05 degrees 02’ 33” E, 326.95 feet
respectively, to a point; thence departing from said Corporate Drive and through Part of Lot 6,
Woodland Associates Limited Partnership, the property of TST Southpointe I, L.L.C., the following
eight (8) courses; N 71 degrees 56’ 40” W, 190.69 feet to a point; N 72 degrees 39’ 06” W, 194.07
feet to a point; N 17 degrees 20’ 54” E, 11.99 feet to a point; N 72 degrees 34’ 21” W, 175.00 feet
to a point; N 17 degrees 20’ 54” E, 114.27 feet to a point; N 72 degrees 39’ 06” W, 117.00 feet to
a point; N 17 degrees 20’ 54” E, 37.11 feet to a point and N 50 degrees 38’ 25” W, 69.44 feet to
the point of beginning.




 









 





Exhibit A-2






 










 





Exhibit A-3






 









 





Exhibit B




Definitions




          Base Rate: The annual rate of interest publicly announced from time to time by Citibank, N.A.,
or its successor, in New York, New York as its “base rate” (or such other term as may be used by
Citibank, N. A., from time to time, for the rate presently referred to as its “base rate”).




          Building Systems: The mechanical, electrical, plumbing, sanitary, sprinkler, heating,
ventilation and air conditioning, security, life-safety, elevator and other service systems or
facilities of the Building, including Building standard fluorescent lighting, but excluding any
specialty lighting, Specialty Alterations or supplemental HVAC systems of tenants.




          Business Days: All days, excluding Saturdays, Sundays and all days observed by the Federal
Government as a legal holiday.




          Code: The Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder, as amended.




          Common Areas: The lobby, parking facilities, plaza and sidewalk areas, garage and other
similar areas of general access and the areas on individual multi-tenant floors in the Building
devoted to corridors, elevator lobbies, restrooms, and other similar facilities serving the
Premises.




          Comparable Buildings: First class office buildings of comparable age, size and quality in the
Reston/Herndon submarket of Fairfax County, Virginia.




          Covenants: That certain Declaration of Protective Covenants for Woodland Park, recorded among
the land records of Fairfax County, Virginia in Book 6324 at Page 514, as amended and supplemented
and any other covenant, condition or restriction affecting the Real Property.




          Deficiency: The difference between (a) the Fixed Rent and Additional Rent for the period
which otherwise would have constituted the unexpired portion of the Term (assuming the Additional
Rent for each year thereof to be the same as was payable for the year immediately preceding such
termination or re-entry), and (b) the net amount, if any, of rents collected under any reletting
effected pursuant to the provisions of the Lease for any part of such period (after first
deducting from such rents all expenses incurred by Landlord in connection with the termination of
this Lease, Landlord’s re-entry upon the Premises and such reletting, including repossession
costs, brokerage commissions, attorneys’ fees and disbursements, and alteration costs).




          Excluded Expenses: (a) Taxes; (b) franchise or income taxes imposed upon Landlord; (c)
mortgage amortization and interest; (d) leasing commissions; (e) the cost of tenant installations
and decorations incurred in connection with preparing space for any Building tenant, including
permits, inspections, allowances, Work Letters and concessions; (f) fixed rent under




Exhibit B

Page 1 of 5




 









 




Superior Leases, if any; (g) management fees to the extent in excess of 3% of the gross
rentals and other revenues collected for the Real Property; (h) wages, salaries and benefits paid
to any persons above the grade of Building Manager and their immediate supervisor (i) legal and
accounting fees relating to (A) disputes with tenants, prospective tenants or other occupants of
the Building, (B) disputes with purchasers, prospective purchasers, mortgagees or prospective
mortgagees of the Building or the Real Property or any part of either, or (C) negotiations of
leases, contracts of sale or mortgages; (j) costs of services provided to other tenants of the
Building on a “rent-inclusion” basis which are not provided to Tenant on such basis; (k) costs that
are reimbursed out of insurance, warranty or condemnation proceeds, or which are reimbursable by
Tenant (including, without limitation, Tenant’s Excess Electrical Usage) or other tenants other
than pursuant to an expense escalation clause; (1) costs in the nature of penalties or fines; (m)
costs for services, supplies or repairs paid to any related entity in excess of costs that would be
payable in an “arm’s length” or unrelated situation for comparable services, supplies or repairs;
(n) allowances, concessions or other costs and expenses of improving or decorating any demised or
demisable space in the Building; (o) appraisal, advertising and promotional expenses in connection
with leasing of the Building; (p) the costs of installing, operating and maintaining a specialty
improvement, including a cafeteria, lodging or private dining facility, or an athletic, luncheon or
recreational club unless Tenant is permitted to make use of such facility without additional cost
or on a subsidized basis consistent with other users; (q) any costs or expenses (including fines,
interest, penalties and legal fees) arising out of Landlord’s failure to timely pay Operating
Expenses or Taxes; I costs incurred in connection with the testing, surveying, containing, removal,
encapsulation or other treatment of asbestos or any other Hazardous Materials (classified as such
on the Effective Date) existing in the Premises as of the date hereof, (s) the cost of capital
improvements other than those expressly included in Operating Expenses pursuant to Section 7.1, (t)
mortgage payments or other financing costs; (u) depreciation (except as to tools and equipment used
exclusively in the maintenance of the Building); (v) Landlord’s general corporate overhead and
general and administrative expenses related to personnel above the level of the immediate
supervisor of the property manager for the Building; (w) advertising and promotional expenditures;
(x) charitable or political contributions; (y) reserves for expenses beyond current year
anticipated expenses; (z) any compensation paid or costs incurred in connection with commercial
concessions operated by Landlord; (aa) costs incurred in connection with the sale or transfer of
the Real Property, including, without limitation, transfer taxes, recording fees, title insurance
premiums, appraisal costs and escrow fees; (bb) expenses for replacements arising from the initial
defective or improper construction of the Building regardless of whether such expenses are
reimbursed to Landlord by virtue of warranties from contractors or suppliers; (cc) except to the
extent of any cost savings, costs and expenses paid or incurred by Landlord to convert, modify or
replace HVAC components in the Building using chlorofluorocarbons to alternative refrigerant
technology; (dd) costs of reconstruction or repair of the Building pursuant to Article 11 or
Article 12 of this Lease; (ee) costs of electrical power for which any tenant directly contracts
with the applicable utility provider; (ff) costs or expenses due to Landlord’s negligence or
willful misconduct, or Landlords failure to comply with the terms of this Lease; and (gg) costs
incurred in connection with a sale or other change in ownership of the Building, including without
limitation, brokerage commissions, attorneys’ and accountants’ fees, closing costs, title insurance
premiums and transfer taxes.




Exhibit B

Page 2 of 5




 









 





          Landlord shall equitably prorate all Operating Expenses and Taxes (if any) which relate
both to the Building and any other property owned by Landlord or an affiliate of Landlord. In no
event shall Landlord bill tenants of the Building in the aggregate for more than 100% of the cost
actually incurred by Landlord for any item of Operating Expense. The foregoing schedule of
exclusions is intended to function solely as an exclusionary listing and shall not be interpreted
to permit or authorize any cost or expense which would not otherwise be considered to be an
Operating Expense.




          Governmental Authority: The United States of America, the County of Fairfax, or Commonwealth
of Virginia, or any political subdivision, agency, department, commission, board, bureau or
instrumentality of any of the foregoing, now existing or hereafter created, having jurisdiction
over the Real Property.




          Hazardous Materials: Any substances, materials or wastes currently or in the future deemed or
defined in any Requirement as “hazardous substances,” “toxic substances,” “contaminants,”
“pollutants” or words of similar import.




          HVAC System: The Building System designed to provide heating, ventilation and air
conditioning.




          Indemnitees: Landlord, Landlord’s Agent, each Mortgagee and Lessor, and each of their
respective direct and indirect partners, officers, shareholders, directors, members, managers,
members, trustees, beneficiaries, employees, principals, contractors, servants, agents, and
representatives.




          Lessor: A lessor under a Superior Lease.




          Losses: Any and all losses, liabilities, damages, claims, judgments, fines, suits, demands,
costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and
disbursements) incurred in connection with any claim, proceeding or judgment and the defense
thereof, and including all costs of repairing any damage to the Premises or the Building or the
appurtenances of any of the foregoing to which a particular indemnity and hold harmless agreement
applies.




          Mortgage(s): Any mortgage, trust indenture or other financing document which may now or
hereafter affect the Premises, the Real Property, the Building or any Superior Lease and the
leasehold interest created thereby, and all renewals, extensions, supplements, amendments,
modifications, consolidations and replacements thereof or thereto, substitutions therefor, and
advances made thereunder.




          Mortgagee(s): Any mortgagee, trustee or other holder of a Mortgage.




          Observed Holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.




Exhibit B

Page 3 of 5




 









 





          Ordinary Business Hours: 8:00 a.m. to 6:00 p.m. on weekdays and 9:00 a.m. to 1:00 p.m. on
Saturdays, excluding Observed Holidays.



          Prohibited Use: Any use or occupancy of the Premises that in Landlord’s reasonable judgment
would: (a) cause damage to the Building or any equipment, facilities or other systems therein; (b)
impair the appearance of the Building; (c) interfere with the efficient and economical maintenance,
operation and repair of the Premises or the Building or the equipment, facilities or systems
thereof; (d) adversely affect any service provided to, and/or the use and occupancy by, any
Building tenant or occupants; (e) violate the non-residential use permit issued for the Premises or
the Building; (f) materially and adversely affect the first-class image of the Building, or (g)
result in protests or civil disorder or commotions at, or other disruptions of the normal business
activities in, the Building; or violate any Requirements or the Covenants. Prohibited Use also
includes the use of any part of the Premises for: (i) a restaurant or bar; (ii) the preparation,
consumption, storage, manufacture or sale of food or beverages (except in connection with vending
machines (provided that each machine, where necessary, shall have a waterproof pan thereunder and
be connected to a drain) and/or warming kitchens installed for the use of Tenant’s employees only),
liquor, tobacco or drugs; (iii) the business of photocopying, multilith or offset printing (except
photocopying in connection with Tenant’s own business); (iv) a school or classroom; (v) lodging or
sleeping; (vi) the operation of retail facilities (meaning a business whose primary patronage
arises from the generalized solicitation of the general public to visit Tenant’s offices in person
without a prior appointment) of a savings and loan association or retail facilities of any
financial, lending, securities brokerage or investment activity; (vii) a payroll office; (viii) a
barber, beauty or manicure shop; (ix) an employment agency or similar enterprise; (x) offices of
any Governmental Authority, any foreign government, the United Nations, or any agency or department
of the foregoing; (xi) the manufacture, retail sale, storage of merchandise or auction of
merchandise, goods or property of any kind to the general public which could reasonably be expected
to create a volume of pedestrian traffic substantially in excess of that normally encountered in
the Premises; (xii) the rendering of medical, dental or other therapeutic or diagnostic services;
or (xiii) any illegal purposes or any activity constituting a nuisance.




          Requirements: All present and future laws, rules, orders, ordinances, regulations, statutes,
requirements, codes and executive orders, extraordinary and ordinary of (i) all Governmental
Authorities, including the Americans With Disabilities Act, 42 U.S.C. §12,101 (et seq.), and any
law of like import, and all rules, regulations and government orders with respect thereto, and any
of the foregoing relating to Hazardous Materials, environmental matters, public health and safety
matters, (ii) any applicable fire rating bureau or other body exercising similar functions,
affecting the Real Property or the maintenance, use or occupation thereof, or any street, avenue
or sidewalk comprising a part of or in front thereof or any vault in or under the same, (iii) all
requirements of all insurance bodies affecting the Premises, and (iv) utility service providers.




          Rules and Regulations: The rules and regulations annexed to and made a part of this Lease as
Exhibit E, as they may be modified from time to time by Landlord.




Exhibit B

Page 4 of 5




 









 





          Specialty Alterations: Above Building Standard Alterations which are not standard office
installations, such as kitchens, pantries, executive bathrooms, raised computer floors, computer
room installations, supplemental HVAC equipment, safe deposit boxes, vaults, libraries or file
rooms requiring reinforcement of floors, internal staircases, slab penetrations, conveyors,
dumbwaiters, non-Building standard life safety systems, security systems or lighting and other
Alterations of a similar character.




          Substantial Completion: As to any construction performed by any party, “Substantial
Completion” or “Substantially Completed” means that such work has been completed, as reasonably
determined by Landlord’s architect, in accordance with (a) the provisions of this Lease applicable
thereto, (b) the plans and specifications for such work, and (c) all applicable Requirements,
except for minor details of construction, decoration and mechanical adjustments, if any, the
noncompletion of which does not materially interfere with Tenant’s use of the Premises or which in
accordance with good construction practices should be completed after the completion of other work
in the Premises or Building.




          Superior Lease(s): Any ground or underlying lease of the Real Property or any part thereof
heretofore or hereafter made by Landlord and all renewals, extensions, supplements, amendments,
modifications, consolidations, and replacements thereof.




          Tenant Party: Tenant and any subtenants or occupants of the Premises and their respective
agents, contractors, subcontractors, employees, invitees or licensees.




          Tenant’s Property: Tenant’s movable fixtures and movable partitions, telephone and other
equipment, computer systems, trade fixtures, furniture, furnishings, and other items of personal
property which are removable without material damage to the Premises or the Building.




          Unavoidable Delays: (i) Landlord’s or Tenant’s inability to fulfill or delay in fulfilling
any of its obligations under this Lease expressly or impliedly to be performed by such party other
than the payment of money or Tenant’s surrender and vacation of the Premises upon the expiration
or earlier termination of the Term, or (ii) Landlord’s inability to make or delay in making any
repairs, additions, alterations, improvements or decorations or Landlord’s inability to supply or
delay in supplying any equipment or fixtures, if Landlord’s inability or delay is due to or arises
by reason of strikes, labor troubles or by accident, or by any cause whatsoever beyond Landlord’s
reasonable control, including governmental preemption in connection with a national emergency,
Requirements or shortages, or unavailability of labor, fuel, steam, water, electricity or
materials, or delays caused by Tenant or other tenants, mechanical breakdown, acts of God, enemy
action, civil commotion, fire or other casualty.




Exhibit B

Page 5 of 5




 









 





Exhibit C




Work Letter




     This Exhibit C (this “Exhibit”) is attached to and made a part of that certain Deed of
Lease dated as of
                                                            , 2002 (the “Lease”), by and between TST
WOODLAND FUNDING I, L.L.C., a Delaware limited liability company (“Landlord”), and FRANCE TELECOM
LONG DISTANCE USA LLC, a Delaware limited liability company (“Tenant”). Terms used but not defined
in this Exhibit shall have the meaning ascribed to them in the Lease.



     1. Authorized Representatives.



     (a) Tenant hereby designates Morten Sorensen (“Tenant’s Authorized Representative”) as the
individual authorized to approve and initial all plans, drawings, change orders and approvals
pursuant to this Exhibit and the act of Tenant’s Authorized Representative shall be sufficient to
bind Tenant. Landlord shall not be obligated to respond to or act upon any such item until such
item has been approved by Tenant’s Authorized Representative. Any notices required pursuant to
this Exhibit shall be conclusively deemed given to Tenant when such notice is delivered to
Tenant’s Authorized Representative.



          (b) Landlord designates Rustom Cowasjee (“Construction Supervisor”) as Landlord’s
construction supervisor in connection with the construction of the Tenant Improvements, at
no additional cost of expense to Tenant. The Construction Supervisor shall be permitted access to
the Premises at any time upon 24 hours prior notice to Tenant (except in the case of an emergency,
for which no prior notice shall be required) to make periodic inspections of the Premises during
construction of the Tenant Improvements; provided, however, neither Landlord nor Construction
Supervisor will have any obligation to so inspect the Tenant Improvements and, if Landlord or
Construction Supervisor elects to so inspect the performance of all or any portion of the Tenant
Improvements, such inspection shall not give rise to any liability by Landlord or Construction
Supervisor to Tenant or to any other person or entity.




     2. Initial Improvements.



          (a) Landlord has, at Landlord’s expense, constructed the base building core and shell (the
“Base Building”) in substantial conformity with the plans prepared by HOK Architects dated
September 27, 1999, as the same have been amended from time to
time (the “Base Building Plans”)
and beyond which the Tenant Improvements (as defined below) shall be completed in accordance with
the terms contained herein. Landlord shall deliver the Premises to Tenant on the Commencement
Date in “as-is” condition at such time. Landlord shall not have any obligation whatsoever with
respect to the finishing of the Premises for Tenant’s use and occupancy. The design, permitting
and construction of the improvements to the Premises, as approved by Landlord and Tenant pursuant
to this Exhibit (the “Tenant Improvements”), shall be performed by Tenant pursuant to this
Exhibit of the Lease and all other applicable provisions including, without limitation,
insurance, damage and indemnification provisions of the Lease.




Exhibit C

Page 1 of 8




 









 





          (b) All
Tenant Improvement work involving the roof of the Building or any other work
that may void a Building warranty, shall be performed by Landlord’s designated contractor or
subcontractor at Tenant’s expense. Without limiting the foregoing, if Tenant requests work to be
done in the Premises or for the benefit of the Premises that necessitates revisions or changes in
the design or construction of the Base Building or materially or adversely
affects any Base Building system(s), any such changes shall be subject to the prior written
approval of Landlord, in its sole discretion. Tenant shall be responsible for all costs and delays
resulting from such design revisions or construction changes, including architectural and
engineering charges, and any special permits or fees attributed thereto. Before any such design
and/or construction changes are made, Tenant shall pay to Landlord the full costs to be incurred
by Landlord in connection with such changes. At Landlord’s option, any Tenant Improvements which
affect the exterior or structure of the Building or the Base Building system(s) (including,
without limitation, any Tenant Improvements that may affect any connection with the fire alarm
system and the Building’s HVAC controls) shall be performed by contractors and subcontractors
selected by Landlord or approved by Landlord in its sole discretion but at the sole cost and
expense of Tenant. Landlord shall have the option to retain an architect or independent engineer to
review and/or inspect the Tenant’s plans and specifications at any time prior to Landlord’s
approval thereof and/or the Tenant Improvements, at all reasonable times; Tenant shall be
responsible for the fees and expenses of such architect and engineer, not to exceed One and 00/100
Dollars ($1.00) per rentable square foot of the Premises.




          (c) From the Base Building Plans specified above, Tenant shall cause its architect and
engineer (each, as approved by Landlord, “Tenant’s Architect” and “Tenant’s Engineer”), to prepare
and submit to Landlord final architectural and engineering working drawings, mechanical,
electrical and plumbing plans, and all other construction documents approved by Tenant (such
documents, as approved by Landlord, “Tenant’s
Construction Documents”) and generally in accordance
with the space plan attached hereto as Exhibit C-l. The selection of Tenant’s Architect
and Tenant’s Engineer shall be mutually agreed to between Landlord and Tenant. Tenant’s
Construction Documents shall include: master legend, construction plan, reflected ceiling plan,
telephone and electrical outlet layout, finish plan and all architectural details, elevations
and specifications necessary to construct the Tenant Improvements. Tenant’s
Construction Documents and the Tenant Improvements shall conform to and be in accordance with the
Minimum Build-Out Standards set forth on Exhibit C-2. and shall, in any event, use design,
construction practices and materials consistent with Comparable Buildings. All of Tenant’s plans
shall be prepared by Tenant’s Architect, Tenant’s Engineer or a licensed architect and engineer
reasonably approved by Landlord and shall be accurate, complete and, in the professional judgment
of Tenant’s Architect and Tenant’s Engineer, sufficient to secure the approval of any governmental
or quasi-governmental authorities with jurisdiction over the approval thereof (“Authority Having
Jurisdiction”).




Exhibit C

Page 2 of 8




 









 





          (d) All plans, drawings and other documents ( and changes thereto) shall be prepared in
accordance with the requirements set forth on Exhibit C-4 and subject to Landlord’s prior
written approval, which approval shall not be unreasonably withheld, conditioned or delayed.
Landlord must respond to submissions within 10 Business Days after Landlord’s receipt thereof; but
shall use commercially reasonable efforts to deliver its response within 7 days (other than for
the NOC plans) after Landlord’s receipt thereof. Landlord’s approval of a submission shall not
constitute either (i) approval of any delay caused by Tenant or a waiver of any right or remedy
that may arise as a result of such delay, or (ii) Landlord’s representation that Tenant’s
Construction Documents (or changes thereto) are accurate or comply with all Requirements. Any
deficiency in design or construction, although the same had prior approval of Landlord, shall be
solely the responsibility of Tenant. Within 5 Business Days after the receipt of Landlord’s
comments, Tenant’s Architect and Tenant’s Engineer shall make the required modifications (if any)
and resubmit 1 full set to Landlord of Tenant’s Construction Documents, initialed by Tenant’s
Authorized Representative. Tenant may submit Tenant’s Construction Documents for permitting and
Landlord’s approval at the same time.




          (e) Tenant shall endeavor to expeditiously file all applications, plans and specifications,
pay all fees and obtain all permits, certificates and other approvals required by the Authority
Having Jurisdiction in connection with the commencement and completion of the Tenant Improvements,
and diligently and in good faith pursue same so that all permits and approvals are issued as soon
as practicable. If minor modifications are at any time required by government authorities to any
such plans or specifications, then Tenant shall make such modifications. Tenant shall obtain a
nonresidential use permit (or its equivalent) and all other approvals required for Tenant to use
and occupy the Premises and to open for business to the public. Copies of all permits are to be
forwarded to Landlord promptly after Tenant’s receipt thereof.




     3. General Requirements.



          (a) All materials and equipment incorporated into the Tenant Improvements shall be new or
like-new and all work shall be done in a first-class workmanlike manner. All work shall be
performed in accordance with the rules and regulations set forth on Exhibit C-3.




          (b) The Tenant Improvements shall proceed only on the basis of approved drawings. Changes
that occur during actual construction that differ from the approved drawings will require revised
drawings to be submitted for Landlord’s approval; otherwise, Tenant at its own expense may be
required to bring the construction into compliance with approved drawings. No drawings are
considered “approved” unless they bear Landlord’s signature of approval.




          (c) Landlord shall have no obligation or responsibility to Tenant in respect of any
deviations in the actual dimensions of the Premises. Tenant shall have the affirmative
obligation (or shall cause Tenant’s Architect or Tenant’s Engineer) to conduct an on-site
verification of all measurements, dimensions and conditions affecting the Tenant Improvements
prior to letting any contracts for the performance of the Tenant Improvements and prior to
ordering the fabrication of any trade fixtures. Landlord shall have the right to inspect the Tenant
Improvements at all reasonable times.




Exhibit C

Page 3 of 8




 









 





          (d) Tenant and Landlord will coordinate their work schedules so that the construction
of the Tenant Improvements may proceed in an efficient and timely manner, and such the Tenant
Improvements will be performed at times and in a manner which will not interfere with completion
of any other work being performed in the Building. Tenant shall cause the Tenant Improvements to
be performed and completed in compliance with all Requirements (including Fairfax County Building
Codes) and such rules and regulations as Landlord and its architect and contractor, or
contractors, may make.




          (e) Upon Landlord’s approval of Tenant’s Construction Documents and prior to the commencement
of any construction, Tenant shall submit the following:




               (i) names of all general contractors and major subcontractors including, without limitation,
mechanical, electrical, plumbing, HVAC and life-safety, related to the Tenant Improvements (all of
which shall be subject to Landlord’s approval), it being agreed that, prior to bidding out the
work, Landlord and Tenant shall agree upon a list of mutually acceptable general contractors from
which list Tenant shall select the general contractor to perform the Tenant Improvements;



               (ii) contractor’s certificates of insurance;



               (iii) payment for the Tenant Improvements to be performed by Landlord at Tenant’s expense, if
any;



               (iv) copy of all building permit(s);



               (v) construction schedule from Tenant’s contractor;



               (vi) evidence of approval from Tenant’s insurance company for work to be performed within
Premises and that all insurance required hereunder has been obtained naming Landlord and
Landlord’s Agent as additional insured; and



               (vii) a copy of Landlord’s Contractor Rules and Regulations executed by each contractor and
acknowledging such contractor’s agreement to comply with such rules and regulations.



          (f) Tenant shall have the right to require that access to the Premises by Landlord, its
agents or contractors be on an escorted basis only.




     4. Completion of the Tenant Improvements. Upon the earlier of such time as the
Tenant Improvements shall be completed or 18 months after the Commencement Date, Tenant, at
Tenant’s expense, shall:



          (a) furnish final lien waivers and other evidence satisfactory to Landlord that all of the
Tenant Improvements has been completed and paid for in full, that any and all liens therefor that
have been or might be filed have been discharged of record ( by payment, bond,




Exhibit C

Page 4 of 8




 









 




order of a court of competent jurisdiction or otherwise) or waived, and that no security interests
relating thereto are outstanding;




          (b) reimburse Landlord for the cost of any the Tenant Improvements done for Tenant by
Landlord (it being agreed, however, that Landlord shall have no obligation to perform the same);




          (c) furnish to Landlord all certifications and approvals with respect to the Tenant
Improvements that may be required from any governmental authority and any board of fire
underwriters or similar body for the use and occupancy of the Premises;




          (d) within 30 after completion of the Tenant Improvements, Tenant shall cause Tenant’s
Architect and Tenant’s Engineer to furnish a full set of “as-built” drawings and Tenant’s
Construction Documents to Landlord in blue-line form and on disc in an AUTOCADD Version 14 format;




          (e) furnish an affidavit from Tenant’s architect certifying that all work performed in the
Premises is in accordance with the Tenant’s Construction Documents approved by Landlord;




          (f) furnish all guaranties and/or warranties relating to any portion of the Tenant
Improvements;




          (g) furnish a certified HVAC air balancing report (reasonably satisfactory to Landlord);




          (h) furnish Landlord with copies of all O&M information, manuals, etc.; and




          (i) a nonresidential use permit (NonRUP) or its equivalent.




     5. Cost and Allowances



          (a) Tenant shall be responsible for and shall directly pay all costs and expenses incurred in
connection with the Tenant Improvements (the “Improvement Costs”) and any other expenses
associated with Tenant’s occupancy of the Premises. Any provision of this Exhibit to the contrary
notwithstanding, Landlord shall not charge Tenant an administrative fee in connection with the
Tenant Improvements. Landlord shall provide to Tenant an allowance
(“Landlord’s Contribution”) in
order to help Tenant pay for the Improvement Costs in the amount of Six Hundred Five Thousand
Twenty-Three and 76/100 Dollars ($605,023.76). Landlord’s Contribution shall be applied towards
(i) the costs to design and permit the Tenant Improvements; (ii) the costs to purchase materials
and install and construct the Tenant Improvements; (iii) the cost of any improvements or
alterations requested by Tenant (and approved by Landlord in Landlord’s sole discretion) to be
made to the Base Building on account of the Tenant Improvements; (iv) the costs to purchase and
install Building signage (if any) as permitted in the Lease; and (v) and for no other purpose.
Landlord shall have the right to deduct




Exhibit C

Page 5 of 8




 









 




all amounts due from Tenant to Landlord under this Exhibit from Landlord’s Contribution.
Contemporaneously with any such deduction, Landlord shall provide Tenant with written notice.




          (b) Provided no Event of Default exists under the Lease, Landlord shall disburse portions
thereof to Tenant in accordance with this Exhibit. Landlord shall have no obligation to disburse
any amount (x) until the work that is the subject of the payment requisition is complete, and (y)
that is greater than the sums that are actually invoiced by Tenant’s contractors as evidenced by
Tenant’s delivery to Landlord of an invoice approved by Tenant together with any written contract
between Tenant and Tenant’s contractors, appropriate lien releases and any other reasonable
information or documentation required by Landlord, and (iii) Landlord shall have no obligation to
reimburse Tenant for any invoice that is not received by Landlord (together with the other items
required pursuant to this Exhibit in connection with the disbursement) before the end of the
18th monthly anniversary of the Commencement Date. Landlord shall reimburse Tenant
within 30 days after receipt of each such requisition, provided that the conditions to each such
requisition are satisfied in Landlord’s reasonable discretion, and Tenant provides Landlord all
supporting documentation and any other reasonable information required by Landlord simultaneously
with the submission of such requisition. If a condition of a requisition is not reasonably
satisfactory to Landlord, Landlord will promptly notify Tenant of same so that it can be
corrected.




          (c) Landlord
shall be entitled to withhold from any requested disbursement for payment a
retainage equal to the greater of the retainage set forth in the construction contract or 10% of
amount due under the construction contract (the “Retainage”). The Retainage shall be disbursed to
Tenant 30 days after Substantially Completion of the Tenant Improvements; provided, that in no
event shall the Retainage be disbursed to Tenant until such time as Tenant has complied with the
disbursement requirements set forth in this Exhibit.




          (d) All
Improvement Costs in excess of Landlord’s Contribution shall be paid by Tenant
(or if previously paid by Landlord, shall be reimbursed to Landlord by Tenant) within 30 days
after receipt by Tenant of invoices therefor. In the event that the sum of the contract price for
construction of the Tenant Improvements (as modified from time to time by change orders), plus any
other estimated Improvement Costs exceeds Landlord’s Contribution (“Excess Cost”), Tenant shall
deliver to Landlord such documentation as Landlord might reasonably require (e.g., cancelled
checks, invoices marked “paid” and lien waivers) to demonstrate that Tenant has paid such Excess
Cost from Tenant’s funds (which shall not include any portion of Landlord’s Contribution) prior to
Landlord having an obligation to disburse any portion of Landlord’s Contribution or to commence or
continue any work and any delay caused by Tenant’s failure to timely perform its obligations with
respect to the Excess Cost shall be deemed a tenant delay. Once Tenant has paid the full amount
of the Excess Cost for Improvement Costs, Landlord shall apply Landlord’s Contribution to
Improvement Costs as provided above. All Improvement Costs outstanding upon exhaustion of the
Landlord’s Contribution shall be borne exclusively by Tenant, and Tenant agrees to indemnify
Landlord from and against any such costs. All amounts payable by Tenant pursuant to this Exhibit
shall be deemed to be Additional Rent for purposes of the Lease.




Exhibit C

Page 6 of 8




 









 





     6. Contractor Requirements.



          (a) Tenant’s contractors and subcontractors shall be required to provide, in addition to the
insurance required of Tenant pursuant to Article 13 of the Lease, the following types of
insurance:




               (i) Builder’s Risk Insurance. At all times during the period between the
commencement of construction of the Tenant Improvements and the date that Tenant completes the
Tenant Improvements and satisfies Tenant’s obligations under Section 4 of this Exhibit (the
“Completion Date”), Tenant shall maintain, or cause to be maintained, casualty insurance in
Builder’s Risk Form, in an amount not less than $3,000,000, covering Landlord, Landlord’s
architects, Landlord’s contractor or subcontractors, Tenant and Tenant’s contractors, as their
interest may appear, against loss or damage by fire, vandalism, and malicious mischief and other
such risks as are customarily covered by the so-called “broad form extended coverage endorsement”
upon all the Tenant Improvements in place and all materials stored at the site of the Tenant
Improvements, and all materials, equipment, supplies and temporary structures of all kinds incident
to the Tenant Improvements and builder’s machinery, tools and equipment, all while forming a part
of, or on the Premises, or when adjacent thereto, while on drives, sidewalks, streets or alleys,
all on a completed value basis for the full insurable value at all times. Said Builder’s Risk
Insurance shall contain an express waiver of any right of subrogation by the insurer against
Landlord, its agents, employees and contractors.



               (ii) Worker’s Compensation. At all times during the period of construction of the
Tenant Improvements, Tenant’s contractors and subcontractors shall maintain in effect statutory
worker’s compensation as required by the jurisdiction in which the Building is located.



          (b) the Tenant Improvements shall be coordinated with Landlord’s Work and any other work
being performed by Landlord and other tenants in the Building so that the Tenant Improvements will
not interfere with or delay the completion of any other construction work in the Building.




          (c) It shall be Tenant’s responsibility to cause each of Tenant’s contractors and
subcontractors to provide adequate protection to the structure, systems, finishes and all other
components of the Base Building. Such protective measures shall be mutually agreed on by
Landlord and Tenant.




          (d) It
shall be Tenant’s responsibility to cause each of Tenant’s contractors and
subcontractors to remove and dispose of, at Tenant’s sole cost and expense, at least daily and
more frequently as Landlord may direct, all debris and rubbish caused by or resulting from the
Tenant Improvements, and upon completion, to remove all temporary structures, surplus materials,
debris and rubbish of whatever kind remaining on any part of the Building or in proximity thereto
which was brought in or created in the performance of the Tenant Improvements (including stocking
refuse). If at any time Tenant’s contractors and subcontractors shall neglect, refuse or fail to
remove any debris, rubbish, surplus materials, or temporary




Exhibit C

Page 7 of 8




 









 




structures, Landlord at its sole option may remove the same at Tenant’s expense without
prior notice.




     7. Miscellaneous.



          (a) Roof. Except as otherwise expressly agreed in the Lease, Landlord retains
the sole right to disallow any and all roof penetrations by Tenant and roof installation of
equipment and/or structures by Tenant.




          (b)
Loads. No item shall be mounted on or hung from the interior or exterior
of the Building by Tenant without Landlord’s prior written approval; provided such approval is not
required for non-structural wall and picture hangings done solely within the Premises. If Tenant
desires to mount or hang anything, Tenant shall notify Landlord of the loads involved and shall
pay all costs involved.




          (c) Ducts. Subject to the terms of the Lease, Landlord shall have the right to
install, maintain, repair and replace in the ceiling space and/or under the concrete slab, adjacent
to demising partitions and free standing columns, electrical, water or other lines and/or ducts
that may be required to serve the Common Areas or others in the Building.




          (d) Access. Throughout the construction of the Tenant Improvements, Tenant and
Tenant’s contractors shall have reasonable access to the Building’s freight elevator and loading
dock (at no additional charge), subject to reasonable coordination with Landlord.




Exhibit C

Page 8 of 8





 










 





Exhibit C-1








 









 






Exhibit C-1










 









 








Exhibit C-2



Minimum Build-Out Standards 




PARTITIONING:





	 	 	Demising walls shall be 25 gauge metal stud with
1/2” gypsum wallboard each side, 2 1/2”
sound insulation slab-to-slab height/caulked on the top and bottom.
	 
	 	 	Interior partitioning shall be constructed of 25 gauge metal studs with 1/2” gypsum
wallboard on each side to the underside of the ceiling. All building standard partitions
shall include a 4” vinyl or wood base on each side. Partitioning ending at the exterior
wall of the building shall meet a wall or a column without interfering with the glazing
surfaces.
	 
	 	 	Painting for all partitioning, columns and walls shall receive two (2) coats of flat latex
paint.





DOORS:





	 	 	Suite entry door shall be 3’0” x 8’0”, solid core, stain grade red oak veneer installed in
a painted metal frame and furnished with two (2) polished lever handle lock sets.
	 
	 	 	Interior doors shall be 3’0” x 8’0”, solid core, stain grade red oak veneer installed in a
hollow metal painted frame with cylindrical stainless steel passage lever hardware.





CEILING:





	 	 	2’x 2’ lay-in fissured acoustic tile within a fineline ceiling system.

	 
	FLOOR COVERINGS:
	 
	 	 	$1.50 per usable square foot to furnish and install floor covering.





LIGHT FIXTURES:





	 	 	2’x 4’ building standard fluorescent lighting fixtures with a parabolic style thirty-two
(32) cell reflector w/T8 3,000 k lamps. All light fixtures shall have an electronic
ballast. Single-pole light switch, with cover plate, mounted at standard height in building
standard partition.





ELECTRICAL AND TELEPHONE OUTLETS:





	 	 	Interior wall mounted, 120 volt, 20 amp duplex outlet. Interior wall-mounted opening with
plaster ring and pull string for telephone connection.





Exhibit C-2



Page 1 of 2





 









 








SPRINKLERS:





	 	 	Fully recessed concealed sprinkler head, installed with piping, as required by the code and
regulatory agency.





HEATING, VENTILATING AND AIR CONDITIONING:





	 	 	The Building shall be heated and cooled by a state-of-the-art variable air volume system.
Each floor shall be controlled by two (2) separate fan units, which will each control half
a floor. The Tenant’s distribution shall include diffusers and return air grilles as
specified in the Base Building drawings.
	 
	 	 	All demising walls shall adequately provide the appropriate openings required for the
return air which may need to be ducted as required.





Exhibit C-2

Page 2 of 2





 









 








Exhibit C-3




Construction Rules and Regulations





	1.	 	Tenant and/or the general contractor will supply Landlord with a copy of all permits prior to
the start of any work.
	 
	2.	 	Tenant and/or the general contractor will post the building permit on a wall of the
construction site while work is being performed.
	 
	3.	 	Tenant shall provide, in writing, prior to commencement of the work, the names and emergency
numbers of all subcontractors, the general contractor superintendent, general contractor’s
Project Manager and the Construction Manager.
	 
	4.	 	No construction is to be started until proper drawings have been submitted and approved in
writing by Landlord.
	 
	5.	 	Landlord is to be contacted by Tenant when work is completed for inspection. All damage to
building will be determined at that time.
	 
	6.	 	Any work that is to be performed in other than tenant’s premises must be reviewed and
scheduled in advance with Building management.
	 
	7.	 	Landlord will be notified of all work schedules of all workmen on the job and will be
notified, in writing, of names of those who may be working in the building after Ordinary
Business Hours.
	 
	8.	 	Construction personnel must carry proper identification at all times.
	 
	9.	 	All workers are required to wear a shirt, shoes, and full length trousers.
	 
	10.	 	Landlord must approve all roof top equipment and placement. All penetrations must be cut and
flashed by the roof warranty holder of the existing roof system.
	 
	11.	 	Landlord or Tenant shall designate contractor-parking areas.
	 
	12.	 	Contractor must notify landlord two days prior to an independent air balancing service by a
certified air balance company. Landlord’s building engineer will accompany the contractor
during their work.
	 
	13.	 	Before landlord makes final payment, five sets of as-builts and O&M manuals must be
submitted to landlord.





Exhibit C-3

Page 1 of 5




 









 









	14.	 	The general contractor (other than Landlord’s contractor(s)) and Tenant shall be
responsible for all loss of their materials and tools and shall hold Landlord harmless for such
loss and from any damages or claims resulting from the work.
	 
	15.	 	The general contractor shall maintain insurance coverage throughout the job of a type(s), in
amounts and issued by an insurance company, reasonably satisfactory to Landlord. Prior to the
commencement of work, a Certificate of Insurance must be submitted with the limits of coverage
per the limits noted in the lease with the following names as additional insured: TST Woodland
Funding I, L.L.C., and Tishman Speyer Properties, L.P.
	 
	16.	 	All key access, fire alarm work, or interruption of security hours must be arranged with the
Landlord’s building engineer.
	 
	17.	 	Proper supervision shall be maintained at the job site at all times and Tenant’s workmen,
mechanics and contractors must not cause or effect any inconvenience to or interfere with the
Buildings operations or Landlord. Tenants workmen, mechanics and contractors shall work in
harmony with and shall not interfere with any labor employed by Manager or any other Tenant,
or their workmen, mechanics and contractors.
	 
	18.	 	Landlord shall be notified in advance of all ties into building systems, welding, or any
work affecting the Base Building or other tenant spaces unless agreed to otherwise, all
tie-ins to Base Building fire alarm systems are performed by the Landlord, designated
contractor and cost borne by the Tenant.
	 
	19.	 	The following work, in which Landlord is to be notified in advance, must be done on overtime
and not during Ordinary Business Hours once any portion of the Building is occupied:






	 	§	 	Demolition which per building managers judgment may cause disruption to other tenants.
	 
	 	§	 	Oil base painting (on multi-tenant floors)
	 
	 	§	 	Gluing of carpeting (on multi-tenant floors)
	 
	 	§	 	Shooting of studs for mechanical fastenings
	 
	 	§	 	Testing of life safety system, sprinkler tie-ins
	 
	 	§	 	Work performed in occupied spaces.
	 
	 	§	 	Welding, brazing, soldering and burning with proper fire protection and ventilation
	 
	 	§	 	Other activities that, in Building manager’s judgment, may disturb other tenants





Exhibit C-3

Page 2 of 5









 









 












	20.	 	All building shutdowns — electrical, plumbing, HVAC equipment, Fire & Life must be
coordinated with Building Management in advance. Landlord and Factory Mutual procedures for hot
work, Fire Alarm and Sprinkler shutdowns must be followed. Our on-site engineer will detail the
requirements summarized below:






	 	§	 	Smoke detectors must be bagged or cleaned daily and placed back in service at the end
of each day.
	 
	 	§	 	Call outs for fire alarm and sprinkler systems must be made with and only with
Landlord’s personnel and with the attached forms. All systems must be put back into
service at the end of each work day and working correctly.
	 
	 	§	 	Hot work (i.e., torch burning/cutting and welding) must be permitted through
Landlord’s personnel and contractor must use Landlord’s form.
	 
	 	§	 	When welding, contractor shall provide a fused disconnect switch for connection to
building power supply and a Fire Watch.
	 
	 	§	 	Forms are to be provided at kickoff meeting.






	21.	 	Fire extinguishers supplied by the general contractor must be on the job-site at all times
during demolition and construction
	 
	22.	 	No building materials are to enter the building by way of main lobby, and no materials are
to be stored in any lobbies at any time.
	 
	23.	 	Contractors or personnel will use loading dock area for all deliveries and will not use
loading dock for vehicle parking.
	 
	24.	 	Passenger elevators shall not be used for moving building materials and shall not be used
for construction personnel except in the event of an emergency. The designated freight
elevator and one or more protected passenger elevators are the only elevators to be used for
moving materials and construction personnel. These elevators may be used only when they are
completely protected as determined by Landlord’s building engineer.
	 
	25.	 	Protection of hallway carpets, wall coverings, and elevators from damage with masonite
board, carpet, cardboard, or pads is required.
	 
	26.	 	Public spaces, corridors, elevators, bathrooms, lobby, etc. must be cleaned immediately
after use. Construction debris or materials found in public areas will be removed at
Tenant’s cost.
	 
	27.	 	Contractors will remove their trash and debris daily or as often as necessary to maintain
cleanliness in the building. Building trash containers are not to be used for construction
debris. Landlord reserves the right to bill Tenant for any cost incurred to clean up debris
left by the general contractor or any subcontractor. Further, the building staff is
instructed to hold





Exhibit C-3

Page 3 of 5





 









 









	 	 	the driver’s license of any employee of the contractor while using the freight elevator to
ensure that all debris is removed from the elevator.
	 
	28.	 	All construction materials or debris must be stored within the project confines or in an
approved lock-up.
	 
	29.	 	Contractors will be responsible for daily removal of waste foods, milk and soft drink
containers, etc. to trash room and will not use any building trash receptacles but trash
receptacles supplied by them.
	 
	30.	 	Construction personnel are not to eat in the lobby or in front of building nor are they to
congregate in the lobby or in front of building.
	 
	31.	 	There will be no smoking, eating, or open food containers in the elevators, carpeted areas
or public lobbies.
	 
	32.	 	There will be no alcohol or controlled substances allowed or tolerated.
	 
	33.	 	There will be no yelling or boisterous activities.
	 
	34.	 	Radios shall not be played at unreasonably loud levels on job site.
	 
	35.	 	Landlord shall grant access to the Base Building electrical, telephone and mechanical rooms.
	 
	36.	 	No utilities (electricity, water, gas, plumbing) or services to the tenants are to be cut
off or interrupted without first having requested, in writing, and secured, in writing, the
permission of the Landlord.
	 
	37.	 	No electrical services are to be put on the emergency circuit, without specific written
approval from the Landlord
	 
	38.	 	When utility meters are installed, the general contractor must provide the property manager
with a copy of the operating instructions for that particular meter.
	 
	39.	 	All public areas such as elevator lobbies, corridors, toilets and service halls shall be
protected with masonite and other such materials to the satisfaction of the building
manger/representative or representative.
	 
	40.	 	Trash and debris resulting from the work shall be confined to either the interior of the
space under construction or an on-site dumpster. If it is a dumpster then such debris shall
be kept within the confines of the dumpster. The general contractor shall coordinate the
location of the dumpster with the landlord and plywood shall be used to protect the surface
from damage.





Exhibit C-3

Page 4 of 5




 









 






	41.	 	Contractor is responsible to keep the construction area safe and in a workmanlike manner.
Machinery noise shall not interfere with the peaceful enjoyment of any tenant or their invitees
to the building. Once occupied, radios in the construction area will not be permitted. No
smoking in the building will be allowed at any time.
	 
	42.	 	Clear access to be provided at all times to stairwells, mechanical/electrical equipment and
rooms, elevators, fire hoses, valves, fire dampers and maintenance sensitive equipment.
	 
	43.	 	Adequate lighting is to be provided in construction to achieve a safe working environment.
	 
	44.	 	A Tenant valve tag chart shall be submitted to the Building manager.
	 
	45.	 	All piping and wiring systems shall be adequately supported from building structure.
	 
	46.	 	The cleaning of condenser water pipes shall be done in the presence of the Landlord’s
representative with the chemical used per the building’s chemical treatment company’s
recommendation.
	 
	47.	 	All mechanical and electrical equipment shall have permanent identification labels affixed.
	 
	48.	 	Kitchen exhaust access doors must be clearly identified and accessible for periodic
inspection by property manager as required by law.
	 
	49.	 	All telecommunication cabling in common areas, mechanical equipment rooms, etc. shall be
installed in an enclosed raceway and shall be identified.
	 
	50.	 	All Air Handlers CAV boxes and VAV boxes need pre-filters (Construction Filters) installed
over filter bank and may require periodic changes during the construction period until each
floor is complete at which time a change out of filters is required. All units will be
required to be cleaned thoroughly if the system is contaminated and this procedure is not
maintained.
	 
	51.	 	After all tenant construction is complete, the elevator systems need to be cleaned by the
elevator service provider at tenant contractor’s expense. This includes rails, pits, tops of
cabs, machine rooms.
	 
	52.	 	All mechanical, telephone, electrical and pump room floors must be painted at the end of the
job. Damaged, stained or new walls and pipe, etc. must be painted to match existing pipes and
new pipes must match Landlord’s standard colors.





Exhibit C-3

Page 5 of 5





 









 








Exhibit C-4




Requirements for Plans and Specifications




     Final architectural detail and working drawings, finish schedules and related plans
(three (3) reproducible sets) including without limitation the following information and/or
meeting the following conditions:




	 	a.	 	specifications of all materials, colors and suppliers/manufacturers of
wallcoverings, floor coverings, ceiling systems, window coverings and other finishes;
all millwork shall be fully detailed to the appropriate level for pricing and
construction; all specialty items shall be identified as particular products; and
paintings and decorative treatment required to complete all construction;
	 
	 	b.	 	complete, finished, detailed mechanical, electrical, plumbing and structural
plans and specifications for the Tenant Improvements, including but not limited to the
fire and life safety systems and all work necessary to connect any special or nonstandard facilities to the Building’s base mechanical systems; and
	 
	 	c.	 	all final floor plans must be drawn to a scale of one-eighth (1/8) inch to one
(1) foot except for larger scaled detailed drawings. Any architect or designer acting
for or on behalf of Tenant shall be deemed to be Tenant’s agent in all respects with
respect to the design and construction of the Premises.





 









 





Exhibit D




Cleaning Specifications 



NIGHTLY



General Offices:





	1.	 	All hard surfaced flooring to be swept using approved dustdown preparation.
	 
	2.	 	Carpet sweep all carpets, moving only light furniture (desks, file cabinets, etc. not to be
moved).
	 
	3.	 	Hand dust and wipe clean all furniture, fixtures and window sills.
	 
	4.	 	Empty all waste receptacles and remove wastepaper.
	 
	5.	 	Wash clean all Building water fountains and coolers.
	 
	6.	 	Sweep all private stairways.





Lavatories:





	1.	 	Sweep and wash all floors, using proper disinfectants.
	 
	2.	 	Wash and polish all mirrors, shelves, bright work and enameled surfaces.
	 
	3.	 	Wash and disinfect all basins, bowls and urinals.
	 
	4.	 	Wash all toilet seats.
	 
	5.	 	Hand dust and clean all partitions, tile walls, dispensers and receptacles in lavatories and
restrooms.
	 
	6.	 	Empty paper receptacles, fill receptacles from tenant supply and remove wastepaper.
	 
	7.	 	Fill toilet tissue holders from tenant supply.
	 
	8.	 	Empty and clean sanitary disposal receptacles.





Exhibit D

Page 1 of 2





 









 








WEEKLY





	1.	 	Vacuum all carpeting and rugs.
	 
	2.	 	Dust all door louvers and other ventilating louvers within a person’s normal reach.
	 
	3.	 	Wipe clean all brass and other bright work.





QUARTERLY



High dust premises complete including the following:





	1.	 	Dust all pictures, frames, charts, graphs and similar wall hangings not reached in nightly
cleaning.
	 
	2.	 	Dust all vertical surfaces, such as walls, partitions, doors, bucks and other surfaces not
reached in nightly cleaning.
	 
	3.	 	Dust all Venetian blinds.
	 
	4.	 	Wash all windows.





Exhibit D

Page 2 of 2







 









 








Exhibit E




Rules and Regulations




     1. Nothing shall be attached to the outside walls of the Building. Other than Building
standard blinds, no curtains, blinds, shades, screens or other obstructions shall be attached to or
hung in or used in connection with any exterior window or entry door of the Premises, without the
prior consent of Landlord.



     2. No sign, advertisement, notice or other lettering visible from the exterior of the
Premises shall be exhibited, inscribed, painted or affixed to any part of the Premises without the
prior written consent of Landlord. All lettering on doors shall be inscribed, painted or affixed
in a size, color and style acceptable to Landlord.



     3. The grills, louvers, skylights, windows and doors that reflect or admit light and/or air
into the Premises or Common Areas shall not be covered or obstructed by Tenant, nor shall any
articles be placed on the window sills, radiators or convectors.



     4. Landlord shall have the right to prohibit any advertising by any Tenant which, in
Landlord’s opinion, tends to impair the reputation of the Building, and upon written notice from
Landlord, Tenant shall refrain from or discontinue such advertising.



     5. The Common Areas shall not be obstructed or encumbered by any Tenant or used for any
purposes other than ingress of egress to and from the Premises and for delivery of merchandise and
equipment in a prompt and efficient manner, using elevators and passageways designated for such
delivery by Landlord.



     6. Except in those areas designated by Tenant as “security areas,” all locks or bolts of any
kind shall be operable by the Building’s Master Key. No locks shall be placed upon any of the
doors or windows by Tenant, nor shall any changes be made in locks or the mechanism thereof which
shall make such 1ocks inoperable by the Building’s Master Key. Tenant shall, upon the termination
of its Lease, deliver to Landlord all keys of stores, offices and lavatories, either furnished to
or otherwise procured by Tenant and in the event of the loss of any keys furnished by Landlord,
Tenant shall pay to Landlord the cost thereof.



     7. Tenant shall keep the entrance door to the Premises closed at all times.



     8. All movement in or out of any freight, furniture, boxes, crates or any other large object
or matter of any description must take place during such times and in such elevators as Landlord
may prescribe. Landlord reserves the right to inspect all articles to be brought into the Building
and to exclude from the Building all articles which violate any of these Rules and Regulations or
the Lease. Landlord may require that any person leaving the public areas of the Building with any
article to submit a pass, signed by an authorized person, listing each article being removed, but
the establishment and enforcement of such requirement shall not impose any responsibility on
Landlord for the protection of any Tenant against the removal of property from the Premises.



Exhibit E

Page 1 of 3




 









 








     9. All hand trucks shall be equipped with rubber tires, side guards and such other safeguards
as Landlord may require.



     10. No Tenant Party shall be permitted to have access to the Building’s roof, mechanical,
electrical or telephone rooms without permission from Landlord except as otherwise expressly
provided in Exhibit G to the contrary.



     11. Tenant shall not permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by reason of noise,
odors, vibrations or interfere in any way with other tenants or those having business therein.



     12. Tenant shall not employ any person or persons other than the janitor of Landlord for the
purpose of cleaning the Premises, unless otherwise agreed to by Landlord. Tenant shall not cause
any unnecessary labor by reason of such Tenant’s carelessness or indifference in the preservation
of good order and cleanliness.



     13. Tenant shall store all its trash and recyclables within its Premises. No material shall
be disposed of which may result in a violation of any Requirement. All refuse disposal shall be
made only though entry ways and elevators provided for such purposes and at such times as Landlord
shall designate. Tenant shall use the Building’s hauler.



     14. Tenant shall not deface any part of the Building. No boring, cutting or stringing of
wires shall be permitted, except with prior consent of Landlord, and as Landlord may direct.



     15. The water and wash closets, electrical closets, mechanical rooms, fire stairs and other
plumbing fixtures shall not be used for any purposes other than those for which they were
constructed and no sweepings, rubbish, rags, acids or other substances shall be deposited therein.
All damages resulting from any misuse of the fixtures shall be borne by Tenant where a Tenant
Party caused the same.



     16. Tenant, before closing and leaving the Premises at any time, shall see that all lights,
water faucets, etc. are turned off. All entrance doors in the Premises shall be kept locked by
Tenant when the Premises are not in use.



     17. No bicycles, in-line roller skates, vehicles or animals of any kind (except for seeing
eye dogs) shall be brought into or kept by any Tenant in or about the Premises or the Building.



     18. Canvassing or soliciting in the Building is prohibited.



     19. Employees of Landlord or Landlord’s Agent shall not perform any work or do anything
outside of the regular duties, unless under special instructions from the office of Landlord or in
response to any emergency condition.



     20. Tenant is responsible for the delivery and pick up of all mail from the United States
Post Office.



Exhibit E

Page 2 of 3




 









 








     21. Landlord reserves the right to exclude from the Building during other than Ordinary
Business Hours all persons who do not present a valid Building pass. Tenant shall be responsible
for all persons for whom a pass shall be issued at the request of Tenant and shall be liable to
Landlord for all acts of such persons.



     22. Landlord shall not be responsible to Tenant or to any other person for the non-observance
or violation of these Rules and Regulations by any other tenant or other person. Tenant shall be
deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition
to its occupancy of the Premises.



Exhibit E 

Page 3 of 3




 









 








Exhibit F




Existing Furnishings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Workstations:	 	Manufacturer:	 	Floor 5	 	Floor 6	 	Total
	Cubicles
	 	Teknion	 	 	128	 	 	 	124	 	 	 	252	 
	B/B/Files
	 	Teknion	 	 	128	 	 	 	136	 	 	 	264	 
	Overhead Bin & Task Lt
	 	Teknion	 	 	128	 	 	 	124	 	 	 	252	 
	Whiteboard Dividers
	 	Teknion	 	 	64	 	 	 	62	 	 	 	126	 
	Work Carts at Cubes
(Windows)
	 	Teknion	 	 	30	 	 	 	30	 	 	 	60	 
	Desk Chairs
	 	Teknion Amicus	 	 	128	 	 	 	124	 	 	 	252	 
	Touchdowns, Desk Chairs
	 	Teknion Amicus	 	 	118	 	 	 	106	 	 	 	224	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Corridors:	 	Manufacturer:	 	Floor 5	 	Floor 6	 	Total
	Lateral Files
	 	Teknion, 3 High	 	 	60	 	 	 	56	 	 	 	116	 
	Storage Cabinets
	 	Teknion, 3 High	 	 	13	 	 	 	12	 	 	 	25	 
	Lateral Files
	 	Teknion, 2 High	 	 	8	 	 	 	8	 	 	 	16	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Conference Rooms:	 	Manufacturer:	 	Floor 5	 	Floor 6	 	Total
	Tables with LAN Access
	 	Vecta	 	 	2	 	 	 	2	 	 	 	4	 
	Leather Chairs
	 	Dauphin	 	 	40	 	 	 	40	 	 	 	80	 
	Whiteboard Cabinets & Moveable
	 	Egan Visual (2 cabs/1moveab)	 	 	3	 	 	 	3	 	 	 	6	 
	TV, Catering Carts
	 	Bretford	 	 	3	 	 	 	3	 	 	 	6	 
	Moveable Tables
	 	Vecta	 	 	6	 	 	 	6	 	 	 	12	 
	Team Room Tables
	 	Teknion	 	 	4	 	 	 	2	 	 	 	6	 
	Whiteboards, Wall Mounted
	 	Egan Visual	 	 	4	 	 	 	3	 	 	 	7	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Labs:	 	Manufacturer:	 	Floor 5	 	Floor 6	 	Total
	Storage Cabinet
	 	Teknion, 2 High	 	 	4	 	 	 	4	 	 	 	8	 
	Tables
	 	Teknion	 	 	4	 	 	 	4	 	 	 	8	 
	Computer Furniture
	 	EDP	 	 	2	 	 	 	2	 	 	 	4	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Freestanding Lounge:	 	Manufacturer:	 	Floor 5	 	Floor 6	 	Total
	Sofas
	 	Bernhardt	 	 	4	 	 	 	4	 	 	 	8	 
	Chairs to Match
	 	Bernhardt	 	 	2	 	 	 	2	 	 	 	4	 
	Occasional Tables
	 	Bernhardt	 	 	3	 	 	 	4	 	 	 	7	 
	Stuffed Seating with
Table Arm
	 	Metro	 	 	8	 	 	 	8	 	 	 	16	 
	Banquette Seating Sections
	 	Martin Brattrud	 	 	8	 	 	 	8	 	 	 	16	 
	Hi/Low Tables (Round)
	 	Metro	 	 	5	 	 	 	5	 	 	 	10	 
	Square Work Tables
	 	Teknion, Wood Tops	 	 	4	 	 	 	5	 	 	 	9	 
	Triangle Work Tables
	 	Teknion, Wood Tops	 	 	5	 	 	 	5	 	 	 	10	 
	Bar Stools
	 	 	 	 	12	 	 	 	12	 	 	 	24	 






Exhibit F

Page 1 of 2




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Miscellaneous Pieces:	 	Manufacturer:	 	Floor 5	 	Floor 6	 	Total
	Large Refrigerators
	 	 	 	 	2	 	 	 	2	 	 	 	4	 
	Small Refrigerators
	 	 	 	 	1	 	 	 	1	 	 	 	2	 
	Small Refrigerators/Ice
Maker
	 	 	 	 	0	 	 	 	1	 	 	 	1	 
	Ice Makers
	 	 	 	 	1	 	 	 	1	 	 	 	2	 
	Dish Washers
	 	 	 	 	1	 	 	 	1	 	 	 	2	 
	Ceiling Hung Projectors
	 	 	 	 	1	 	 	 	0	 	 	 	1	 
	Projector Screens
	 	 	 	 	1	 	 	 	1	 	 	 	2	 






Exhibit F

Page 2 of 2




 









 








Exhibit G




Antenna




     1. Right to Install. So long as no Event of Default has occurred, Tenant shall have
the right, at its sole cost and expense, and for its own use, to purchase, install, maintain and
operate upon a portion of the rooftop of the Building certain telecommunications equipment (the
“Rooftop Communications Equipment”). Tenant shall furnish detailed plans and specifications for the
Rooftop Communications Equipment (or modification) to Landlord for approval, which approval will
not be unreasonably withheld; provided, Landlord shall have the right, in its sole discretion, to
limit the location, size, height, width and weight of the Rooftop Communications Equipment and to
prohibit any Rooftop Communications Equipment which Landlord reasonably determines not to be
aesthetically acceptable. The square footage on the roof of the Building that Tenant shall be
permitted to use for Tenant’s Rooftop Communications Equipment shall be equal to 35% of the total
square footage of the portion of the roof of the Building that Landlord permits to be used for
rooftop communications equipment. In no event shall the Rooftop Communications Equipment (including
without limitation any guy wires) be located outside the portion of the rooftop allocated to Tenant
(which allocation shall include the non-exclusive easement provided under Section 4 of this
Exhibit). If Landlord determines it to be reasonably necessary, Landlord shall have the right to
require, at Tenant’s expense, that a structural engineering report be prepared prior to Landlord’s
approval of any proposed Rooftop Communications Equipment. Tenant will use the Rooftop
Communications Equipment solely for Tenant’s and Tenant’s customers communications and data
transfer operations and for no other purpose.



     2. Costs. Tenant shall pay all costs of purchase, design, installation, operation,
permitting, utilization, insurance, replacement, maintenance and removal of the Rooftop
Communications Equipment. Any provision of the Lease or this Exhibit to the contrary
notwithstanding, Landlord shall have the right to separately meter the Rooftop Communications
Equipment for electricity or to cause Tenant to separately meter the Rooftop Communications
Equipment for electricity, in either case, at Tenant’s expense, and, in such case, Tenant shall
pay as Additional Rent the electricity charges for the Rooftop Communications Equipment directly
to Landlord or to the electricity provider, as Landlord shall determine.



     3. Other Parties’ Rights. Landlord has advised Tenant that other tenants of the
Building have certain rights to erect communications systems on the roof of the Building. Landlord
shall have the right for itself and to permit other current and future tenants to use portions of
the roof for communications equipment or for any other use so long as such use does not materially
interfere with Tenant’s use. Tenant covenants that it will not use its Rooftop Communications
Equipment in a manner that will interfere with Landlord’s and/or any current or future tenant’s
use of the roof of the Building for communications equipment (provided such current tenant’s use
exists as of the Commencement Date, or such future tenant’s use exists prior to Tenant’s use that
interferes with such future tenant’s then existing use) or for any other use. Tenant shall not
permit the Rooftop Communications Equipment to constitute a nuisance or to



Exhibit G

Page 1 of 2





 









 







interfere with the operations of Landlord or other tenants occupying the Building or using other
portions of the roof of the Building for communications systems.




     4. Easements. Tenant is hereby granted such nonexclusive easements and licenses for
(i) use of any Building shafts required to install the electrical or communication wiring; (ii)
access to the roof at all reasonable times and in emergencies; and (iii) use of a mutually agreed
upon area of the roof to install and operate the Rooftop Communications Equipment. The Rooftop
Communication Equipment shall be connected to the Premises by cable (or other appropriate means),
the installation of which shall be performed by Tenant at Tenant’s cost.



     5. Permits and Approvals. Tenant shall be responsible for procuring all licenses and
permits may be required for the installation, use or operation of the Rooftop Communications
Equipment, and Landlord makes no warranties or representations as to the permissibility or the
permitability of the Rooftop Communications Equipment under applicable laws, rules or regulations.
Prior to installing the Rooftop Communications Equipment, Tenant will deliver to Landlord
reasonable evidence of Tenant’s having obtained all necessary governmental approvals (if any such
approval are required) for the installation of the Rooftop Communications Equipment.



     6. Installation. Upon Landlord’s written approval of the plans and specifications and
the installation contract for the Rooftop Communications Equipment, the Rooftop Communications
Equipment shall be installed by Tenant’s communications equipment contractor, which contractor
shall be subject to Landlord’s reasonable approval. Tenant shall (i) construct, maintain and
operate the Rooftop Communications Equipment in compliance with all applicable laws, rules and
regulations of all Federal, state and local governmental authorities including, without
limitation, the Federal Communications Commission; (ii) have the Rooftop Communications Equipment
designed, installed, utilized and operated so as not to adversely affect or impact the structural,
communications or other systems of or serving the Building; and (iii) have the Rooftop
Communications Equipment installed in accordance with the Building rules and regulations or any
other reasonable regulations promulgated by Landlord pertaining to construction in or on the
Building by third-party contractors. Upon installation of the Rooftop Communications Equipment,
Tenant shall furnish Landlord with an “as built” drawing of the Rooftop Communications Equipment
certified by Tenant’s architect or such other professional as Landlord shall reasonably approve.



     7. Charges. Landlord will not charge Tenant rent for the rooftop space occupied by
the Rooftop Communications Equipment. Tenant will pay Landlord within 30 days after written
demand for any expenses incurred by Landlord arising from any damage caused to the Building in
connection with the installation, maintenance, operation or removal of the Rooftop Communications
Equipment and all special cabling associated therewith.



     8. Removal. Upon the expiration or earlier termination of this Lease, Tenant shall
remove all Rooftop Communications Equipment and all special cabling associated therewith and
repair any damage caused to the Building by the Rooftop Communications Equipment or the removal
thereof.



Exhibit G

Page 2 of 2




 









 





Exhibit H




 Signage




     1. Parapet Sign. Tenant shall have the non-exclusive right, at no additional charge,
to have an illuminated sign listing Tenant’s trade name (or a reasonable variation thereof) placed
at the top of the Building on a side of the Building mutually agreeable to Landlord and Tenant and
as otherwise specified and located as shown on Schedule H-A (together with any replacements
thereof, the “Parapet Sign”). The Parapet Sign shall not exceed 100 square feet and shall otherwise
be in accordance with Fairfax County regulations and shall be substantially similar to the Winstar
parapet sign presently located at South Pointe I.



     2. Installation. Upon Landlord’s written approval of the plans and specifications and
the installation contract for the Parapet Sign, the Parapet Sign shall be installed by Tenant’s
sign contractor under Landlord’s supervision, which contractor shall be subject to Landlord’s
reasonable approval. Tenant shall (i) construct, maintain and operate in compliance with all
applicable Requirements; (ii) have the Parapet Sign designed, installed, utilized and operated so
as not to materially adversely affect or impact the structural or other systems of or serving the
Building; and (iii) have the Parapet Sign constructed in accordance with the Building rules and
regulations or any other reasonable regulations promulgated by Landlord pertaining to construction
in or on the Building by third-party contractors. Upon installation of the Parapet Sign, Tenant
shall furnish Landlord with an “as built” drawing of the Parapet certified by Tenant’s architect
or such other professional as Landlord shall reasonably approve.



     3. Specifications. Parapet Sign. Prior to installing the Parapet Sign, Tenant
shall furnish detailed plans and specifications (including the size, color, material, letter
style, type of sign and all other relevant specifications) for the Parapet Sign (or any
modification) to Landlord. If Landlord determines it to be reasonably necessary, Landlord shall
have the right to require, at Tenant’s expense, that a structural engineering report be prepared
prior to Landlord’s approval of the plans and specifications for the Parapet Sign. The size,
color, material, lettering style, type of sign, location and all other aspects of the Parapet Sign
shall be subject to Landlord’s reasonable approval provided that the current logo of Tenant in
terms of color and design is hereby approved by Landlord. Landlord shall have the right to prohibit
any aspect of the Parapet Sign that Landlord reasonably determines not to be aesthetically
acceptable.



          Following Tenant’s request for Landlord’s consent to the plans and specifications of the
Parapet Sign, Landlord shall deliver to Tenant written notice approving such plans and
specifications or providing the reasons for Landlord’s disapproval thereof (a “Parapet Plan
Response”). If Landlord has not delivered a Parapet Plan Response within 10 days after Tenant’s
request, Tenant shall send a second notice, conspicuously captioned “SECOND REQUEST FOR
LANDLORD’S APPROVAL.” If Landlord has not delivered a Parapet Plan Response on or before the
10th day following delivery of such second notice, Landlord shall thereafter be deemed
to have consented to the plans and specifications previously delivered by Tenant.




Exhibit H

Page 1 of 2




 









 








     4. Rights Not Assignable. Tenant’s rights under this Exhibit shall not be separately
assignable by Tenant, but shall be transferred together with all of Tenant’s other rights and
obligations under this Lease in connection with any assignment of subletting by Tenant permitted
under Article 13 of this Lease.



     5. Costs. Tenant shall pay all costs of design, manufacture, installation, operation,
permitting, utilization, insurance, replacement, maintenance and removal of the Parapet Sign.



     6. Easements. Landlord shall reasonably cooperate with Tenant in obtaining any
easements necessary for the Parapet Sign.



     7. Permits and Approvals. Tenant shall be responsible for procuring all licenses and
permits may be required for the installation, use or operation of the Parapet Sign, and Landlord
makes no warranties or representations as to the permissibility or the permitability of the
Parapet Sign under applicable laws, rules or regulations. Prior to installing the Parapet Sign,
Tenant will deliver to Landlord reasonable evidence of Tenant’s having obtained all necessary
governmental approvals for the installation of the Parapet Sign. Landlord and Tenant will
cooperate with each other in good faith to attempt to obtain from all owner associations, tenant
associations, architectural control committees and similar organizations or authorities at
Woodland Park the consents or approvals of such parties to the extent required (as determined by
Landlord) in connection with the Parapet Sign. Landlord shall use commercially reasonable efforts,
but without being required to incur any out-of-pocket expenses, to assist Tenant in obtaining all
required approvals.



     8. Removal. Upon the earlier of the expiration or earlier termination of this Lease
or the occurrence of any of the events set forth in Section 9, Tenant shall remove the Parapet
Sign and repair any damage to the Building caused by the Parapet Sign or the removal thereof.



     9. Conditions. Tenant’s rights under this Exhibit shall cease if any of the
following occurs: (a) a monetary Event of Default exists for more man 30 days; or (b) Tenant
assigns this Lease or sublets more than 50% of the total number of rentable square feet contained
in the original Premises to entities which are not Related Entities.



Exhibit H

Page 2 of 2





 









 

\






Schedule H-A










 









 








Exhibit I




Generator




     1. Right to Install. Tenant shall have the right, at Tenant’s expense and for its
own
use, to purchase, install, maintain and operate at the Building an emergency power generator (the
“Generator”) and a fuel tank (the “Tank”) for the Generator. Tenant shall deliver to Landlord
detailed plans and specifications for the Generator and the Tank (including the proposed location
of and screening for the Generator and the Tank) and a copy of Tenant’s contract for installing the
Generator and the Tank, which plans and specifications and contract shall be subject to Landlord’s
reasonable approval; provided, however, Landlord shall have the right, in its sole discretion, to
prohibit any Generator and Tank which Landlord determines not to be aesthetically acceptable. The
Generator shall be located approximately as shown on Schedule I-A to this Exhibit. If
Landlord determines it to be reasonably necessary, Landlord shall have the right to require, at
Tenant’s expense, that an engineering or other report be prepared prior to Landlord’s approval of
the proposed Generator and Tank.



          Following Tenant’s request for Landlord’s consent to the plans and specifications for the
Generator and Tank, Landlord shall deliver to Tenant written notice approving such plans and
specifications or providing the reasons for Landlord’s disapproval thereof (a “Generator Plan
Response”). If Landlord has not delivered a Generator Plan Response within 10 days after Tenant’s
request, Tenant shall send a second notice, conspicuously captioned “SECOND REQUEST FOR LANDLORD’S
APPROVAL.” If Landlord has not delivered a Generator Plan Response on or before the
10th day following delivery of such second notice, Landlord shall thereafter be deemed
to have consented to the plans and specifications previously delivered by Tenant.




     2. Costs. Tenant shall pay all costs of purchase, installation, maintenance,
replacement, governmental inspection, permitting, insurance, clean up and operation (no part of
which shall be paid by Landlord or from Landlord’s Contribution) of the Generator and the Tank.



     3. Other Parties’ Rights. Tenant covenants that it will not use its Generator or the
Tank in a manner that will unreasonably interfere with Landlord’s and/or any current or future
tenant’s use of the Project.



     4. Easements. Tenant is hereby granted such nonexclusive easements and licenses for
(i) use of any Building shafts required to install the electrical wiring for the Generator and
Tank; and (ii) access to the Generator and the Tank at all reasonable times and in emergencies.
The Generator shall be connected to the Premises by electrical wiring, the installation of which
shall be performed by Tenant’s contractor, at Tenant’s expense.



     5. Permits. Tenant shall be responsible for procuring all licenses and permits
required for the installation, use or operation of the Generator and the Tank, and Landlord makes
no representations or warranties regarding the permissibility or the permitability of the
Generator and the Tank under applicable laws.



Exhibit I

Page 1 of 2




 









 





     6. Installation. Upon Landlord’s written approval of the plans and specifications and
of the installation contract for the Generator and Tank, the Generator and Tank shall be installed,
at Tenant’s expense, by a contractor reasonably acceptable to Landlord. The Generator and Tank
shall, by Tenant and at Tenant’s expense, (i) be constructed, installed and maintained in
compliance with all applicable laws and regulations; (ii) be designed, installed, utilized and
operated so as not to adversely affect or impact the structural, communications or other systems of
or serving the Building; and (iii) be constructed, installed and maintained in accordance with the
Building rules and regulations or any other reasonable regulations promulgated by Landlord
pertaining to construction in or on the Building by third-party contractors. Upon installation of
the Generator and Tank, Tenant shall furnish Landlord with an “as built” drawing of the Generator
and Tank certified by Tenant’s architect or such other professional as Landlord shall reasonably
approve.



     7. Removal. At the time Landlord approves Tenant’s plans and specifications for the
Generator and/or Tank, Landlord shall advise Tenant in writing if Landlord will require Tenant to
remove the Generator and/or Tank at the expiration or earlier termination of this Lease. If
Landlord advises Tenant that such removal is required, upon the expiration or earlier termination
of this Lease, Tenant, at its sole cost and expense, shall remove the Generator and the Tank and
related wiring and other equipment associated therewith and shall repair any damage to the Project
caused by such removal. If Landlord does not require such removal, the Generator and/or the Tank
shall remain at the Building without payment by Landlord and Tenant shall deliver to Landlord an
executed bill of sale for the Generator and Tank upon Landlord’s request.



     8. Charges. Landlord shall not charge Tenant for Tenant’s use or placement of the
Generator and Tank at the Project, other than for any electricity (and, if Tenant uses Landlord’s
tank, diesel or other fuel used by Tenant) in operating the Generator and Tank.



     9. Insurance. Tenant shall insure the Generator and Tank under such policies, with
such insurers, in such amounts and upon such terms as Landlord shall reasonably require. Tenant
shall pay Landlord within 30 days after demand by Landlord any increase(s) in Landlord’s insurance
premium(s) attributable to the Tenant’s Generator and Tank.



     10. Indemnification. Tenant’s indemnification obligations set forth in the Lease
with regard to the Premises shall also apply to the Generator and the Tank.



Exhibit I


Page 2 of 2




 









 








Schedule I-A










 









 








Exhibit J




Rooftop HVAC




     1. Right to Install. So long as no Event of Default has occurred, Tenant shall have
the right, at its sole cost and expense, and for its own use, to purchase, install, maintain and
operate upon a portion of the rooftop of the Building 2 supplemental HVAC units which shall serve
the Premises (“Rooftop HVAC Units”) in accordance with the plans and specifications attached hereto
as Schedule J-A at the location shown thereon. Tenant shall furnish detailed plans and
specifications for the Rooftop HVAC Units (or modification) to Landlord for approval, which
approval will not be unreasonably withheld; provided, Landlord shall have the right, in its sole
discretion, to limit the location, size, height, capacity, width and weight of the Rooftop HVAC
Units and to prohibit any Rooftop HVAC Units which Landlord reasonably determines not to be
aesthetically acceptable. In no event shall the Rooftop HVAC Units be located outside the portion
of the rooftop allocated to Tenant (which allocation shall include the non-exclusive easement
provided under Section 4 of this Exhibit). If Landlord determines it to be reasonably necessary,
Landlord shall have the right to require, at Tenant’s expense, that a structural engineering report
be prepared prior to Landlord’s approval of any proposed Rooftop HVAC Units.



     2. Costs. Tenant shall pay all costs of purchase, design, installation, operation,
permitting, utilization, insurance, replacement, maintenance and removal of the Rooftop HVAC
Units. Any provision of the Lease or this Exhibit to the contrary notwithstanding, Landlord shall
have the right to separately meter the Rooftop HVAC Units and related equipment for electricity or
to cause Tenant to separately meter the Rooftop HVAC Units and related equipment for electricity,
in either case, at Tenant’s expense, and, in such case, Tenant shall pay as Additional Rent the
electricity charges for the Rooftop HVAC Units and related equipment directly to Landlord or to
the electricity provider, as Landlord shall determine.



     3. Other Parties’ Rights. Tenant covenants that it will not use its Rooftop HVAC
Units in a manner that will interfere with Landlord’s and/or any current tenant’s current use of
the roof of the Building.



     4. Easements. Tenant is hereby granted such nonexclusive easements and licenses for
(i) use of any Building shafts required to install the electrical or communication wiring; (ii)
access to the roof at all reasonable times and in emergencies; and (iii) use of a mutually agreed
upon area of the roof to install and operate the Rooftop HVAC Units. The Rooftop HVAC Units shall
be connected to the Premises by pipes, conduit or cables (or other appropriate means), the
installation of which shall be performed by Tenant at Tenant’s cost.



     5. Permits and Approvals. Tenant shall be responsible for procuring all licenses and
permits may be required for the installation, use or operation of the Rooftop HVAC Units, and
Landlord makes no warranties or representations as to the permissibility or the permitability of
the Rooftop HVAC Units under applicable laws, rules or regulations. Prior to installing the
Rooftop HVAC Units, Tenant will deliver to Landlord reasonable evidence of Tenant’s having



 









 




obtained all necessary governmental approvals (if any such approval are required) for the
installation of the Rooftop HVAC Units.




     6. Installation. Upon Landlord’s written approval of the plans and specifications and
the installation contract for the Rooftop HVAC Units, the Rooftop HVAC Units shall be installed by
Tenant’s communications equipment contractor, which contractor shall be subject to Landlord’s
reasonable approval. Tenant shall (i) construct, maintain and operate the Rooftop HVAC Units in
compliance with all applicable laws, rules and regulations of all Federal, state and local
governmental authorities; (ii) have the Rooftop HVAC Units designed, installed, utilized and
operated so as not to adversely affect or impact the structural, communications or other systems
of or serving the Building; and (iii) have the Rooftop HVAC Units installed in accordance with the
Building rules and regulations or any other reasonable regulations promulgated by Landlord
pertaining to construction in or on the Building by third-party contractors. Upon installation of
the Rooftop HVAC Units, Tenant shall furnish Landlord with an “as built” drawing of the Rooftop
HVAC Units certified by Tenant’s architect or such other professional as Landlord shall reasonably
approve.



     7. Charges. Landlord will not charge Tenant rent for the rooftop space occupied by
the Rooftop HVAC Units. Tenant will pay Landlord within 30 days after written demand for any
expenses incurred by Landlord arising from any damage caused to the Building in connection with
the installation, maintenance, operation or removal of the Rooftop HVAC Units and all special
cabling associated therewith.



 









 





Schedule J-A










 









 








Exhibit K



Design Standards



Structure — Poured in place concrete, 80 lb./sq. ft. live load, 20 lb./sq. ft. partition
load capacity.



Column Spacing — 44’-6” x 20’-0” bay spacing



Exterior — Precast architectural spandrel panels and column covers with unitized windows
and curtainwall system.



Roof — Hot — Applied rubberized asphalt system with a 15 year system warranty



Electrical System



1. The building power distribution system will be served from a pad mounted Virginia Power
Transformer. The building power will be distributed from a 4000 AMP, 277/480V, 3f, 4W
distribution switchboard, through one (1) vertical busduct up the building serving all tenant
floors. Power is distributed to the tenant floor from busduct plug-in units. Panelboards in each
of the typical floor electric rooms are as follows:





	 	A.	 	1 — 400 AMP, 277/480V, 3f, 4W 42-pole for tenant area lighting, heating
and air conditioning.
	 
	 	B.	 	1 — 400 AMP, 120/208V, 3f, 4W 84-pole for tenant area receptacles.

	 
	 	C.	 	1—112.5 KVA K-13 rated transformer.
	 
	 	 	 	All bussing in panelboards, busduct and switchboard is copper.






	2.	 	The building load densities are as follows:





	 	 	 	 	 
	A.

	 	Building Total
	 	19 Watts/Sq. Ft.
	B.

	 	Lighting (Tenant)
	 	2 Watts/Sq. Ft.
	C.

	 	Receptacles (Tenant)
	 	4 Watts/Sq. Ft.
	D.

	 	HVAC
	 	7 Watts/Sq. Ft.
	E.

	 	Miscellaneous
	 	1 Watt/Sq. Ft.
	F.

	 	Spare (Tenant)
	 	5 Watts/Sq. Ft.







	3.	 	Tenant may obtain spare capacity from extension of the vertical busduct in a spare bus-tap
opening.






 









 








Mechanical System



Exterior and interior zones shall be air conditioned by packaged, water-cooled self-contained
variable air volume (VAV) air conditioning units with integral water economizer (one unit per
floor) conveying air through medium pressure loop ductwork to VAV boxes. Perimeter zones of each
floor and the interior of the 6th floor will be served by series type, fan powered VAV
boxes
with electric resistance heating coils. The interior of all other floors will be served by
cooling only shut-off type VAV boxes.



VAV zones have been designed at an approximate ratio of 1 box per 750 S.F. and 1 box per 1500 S.F.
for the perimeter and interior zones respectively.



Heating and Cooling design parameters:




	 	 	 
	Indoor Conditions:
	 	 
	Summer
	 	75°F db / 50% RH
	Winter
	 	72°F db / no humidity control 
	Outdoor Conditions:
	 	 
	Summer
	 	95°F db / 78°F wb
	Winter
	 	0°Fdb





Outdoor air will be provided at a rate of 20 CFM per person (as per latest edition of the
International Mechanical Code). The number of people will be based on normal office occupancy of 7
people/ 1000 s.f. In addition, 5% of the occupied office space has been calculated as conference
rooms (at 50 people/1000 s.f). A constant supply of outdoor air will be introduced on each floor.



The entire basebuilding HVAC system will be installed as part of the core and shell scope with the
exception of the low pressure ductwork downstream of all VAV boxes and supply and return
diffusers.




Wet Columns



2 wet columns per floor for use by Tenant.




Window Covering



1 inch thin slat Venetian blinds provided for perimeter windows.




Elevators



Electric geared elevators, 350 fpm. Three 3500 lb. capacity passenger elevators and one 3500 lb.
combination passenger/freight elevator.





 









 








Life Safety



Vertical sprinkler distribution to each floor. Fire standpipe and basebuilding fire alarm provided
pursuant to the applicable building codes. Main sprinkler line installed with upturned heads at a
ratio of 1 head per 225 rentable square feet. Any sprinkler heads required in excess of this number
will be part of the tenant improvements.



A closed-circuit, electrically supervised, non-coded addressable fire alarm system will be
provided, consisting of a main control panel, manual fire alarm stations, sprinkler water flow
alarm devices, smoke detection devices, flashing signal, horns, voice communication, supervisory
control and supervisory annunciated remote-indicating annunciators and all other items of
equipment required to erect a complete fire alarm system to comply with local fire codes.



The emergency service is provided by a pad mounted diesel generator which produces 175 KW at
277/480V, 3ø, 4W. The generator will provide emergency power to all white lights and exit
signs, fire alarm system, security system, fire pump and elevator.



Empty conduits have been provided for a tenant supplied generator which would be placed adjacent
to the emergency generator.




Energy Management and Control Systems



A building management system will be provided to monitor and control mechanical equipment. The
system will be a PC based computer-based, stand-alone type. System will be capable of monitoring
and control of all functions from a remote location via modem.





 









 








Exhibit L




Conduit Connection




     1. Connection. Tenant shall have the non-exclusive right, in accordance with the terms
of this Exhibit, to connect the Premises to the telecommunications room in the South Pointe I
building via cabling to be located in the underground conduit that links the Building and South
Pointe I so that Tenant can participate in a Public Synchronous Optical Network (“SONET”) provided
by local telephone company.



     2. Arrangements for and Maintenance of SONET Service.



          a. Tenant will cause the local telephone company to prepare an engineering assessment for
SONET service for Tenant for greater data and voice transmission reliability. Promptly after Tenant
receives the engineering report, Tenant will provide Landlord with a copy of the report. If Tenant
then decides to obtain SONET service at the Premises, Tenant will make all necessary arrangements
for such service and Tenant will coordinate the installation of such service with Landlord. Tenant
shall, at Tenant’s expense, (i) obtain all necessary studies, reports and permits pertaining to the
SONET service, (ii) pay all SONET service and equipment acquisition, rent and other charges, and
(iii) perform in a timely manner all installation, maintenance, repair and removal work arising in
connection with the SONET service and equipment.




          b. Landlord shall have no obligation (i) to bring or provide SONET service to the Building or
to South Pointe I; (ii) for any SONET equipment failure; (iii) for any cessation in the SONET
service; (iv) for any change in the terms or charges under which SONET service is provided to
Tenant; (v) to install, maintain, repair or remove any SONET service equipment.




     3. SONET Equipment.



          a. The location and the amount of space in the communications closet(s) and in the
underground conduit at the Building and at South Pointe I available for SONET service equipment
(which shall include any necessary wiring) must be determined and approved in writing by Landlord
prior to installation of any equipment therein. Tenant shall have no collocation rights.




          b. Tenant shall cause the SONET equipment to be installed in a good and workmanlike manner
and in accordance with all applicable Requirements by a certified, qualified contractor. The
installation must not damage, interact or interfere with existing tenants, future tenants or any
base building equipment. Prior to installing any SONET equipment, Tenant must deliver to Landlord
a copy of all governmental permits required for such installation, together with a current
certificate of insurance reasonably satisfactory to Landlord.




          c. Tenant shall give Landlord notice to the extent that Tenant needs access to any SONET
equipment located outside of the Premises and Landlord will make reasonable arrangements to
provide Tenant will such access. Landlord shall have the right to require that a
Landlord-designated engineer or other professional accompany Tenant and Tenant’s contractors,





 









 







at Tenant’s expense, when Tenant or Tenant’s contractors are accessing any SONET equipment located
outside of the Premises.




     4. Proportionate Share. Within 30 days after receipt of an invoice therefore, Tenant
shall reimburse Landlord for Tenant’s proportionate share of any conduit repair and maintenance
costs.



     5. Removal. Tenant shall remove the SONET equipment at the Building and at South
Pointe I (including the conduit wiring) within 60 days after the earlier of the SONET service no
longer being provided for Tenant, the occurrence of an Event of Default or the Expiration Date. If
any SONET equipment remains in place beyond the aforementioned removal date, Landlord shall have
the right to remove the SONET equipment and to repair any damage caused by such removal, at
Tenant’s expense.



     6. Landlord’s Liability. In connection with any transfer of Landlord’s interest in
the South Pointe I building, Landlord shall cause the purchaser thereof to assume Landlord’s
obligations under this Exhibit as they pertain to the South Pointe I land and building, from the
date of such transfer and continuing thereafter during such transferee’s period of ownership of
South Point I. Subject to foregoing, following any such transfer, Tenant shall look solely to such
transferee in connection with the enforcement, exercise and performance of Tenant’s rights and
Landlord’s obligations under this Exhibit as they pertain to the South Pointe I building. In
connection with any transfer of Landlord’s interest in the Building, Tenant shall look solely to
Landlord in connection with the enforcement, exercise and performance of Tenant’s rights and
Landlord’s obligations under this Exhibit as they pertain to the South Pointe I building for so
long as Landlord owns South Point I.



 









 





EXHIBIT B

 SUBLEASED PREMISES




[Attached]





 









 














 









 








EXHIBIT C




RENT TABLE




	 	 	 	 	 	 	 	 	 
	 	 	Minimum Rent Per	 	 
	 	 	Square Foot	 	Minimum Rent
	Sublease Year	 	(Annual)	 	(Monthly)
	First Sublease Year
	 	$	24.50	 	 	$	56,660.33	 
	Second Sublease Year
	 	$	25.48	 	 	$	58,926.75	 
	Third Sublease Year
	 	$	26.50	 	 	$	61,283.82	 
	Fourth Sublease Year
	 	$	27.56	 	 	$	63,735.17	 






 









 





EXHIBIT D 




FURNITURE LIST




[Attached]





 









 








Exhibit D




Standard Cubes




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Cabinet,	 	 	 	 
	 	 	 	 	Nameplate,	 	Desk, Cube 	 	Desk, Cube 	 	Cabinet,	 	Rolling	 	Chair, Swivel	 	Divider with
	Location	 	Type	 	Numbered	 	(3 pieces)	 	(1 piece)	 	Overhead	 	(3 Drawers)	 	(Cloth, 2 Arms)	 	Whiteboard
	5102

	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5103
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5112
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5113
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5122
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5123
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5132
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5133
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5602
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5603
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5612
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5613
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5622
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5623
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5625
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5626
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5632
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5633
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5635
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5636
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5642
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5643
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5645
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5646
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5652
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5653
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5655
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5656
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5702
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5703
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5705
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5706
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5712
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5713
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5715
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5716
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5722
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5723
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5725
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5726
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5732
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5733
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5735
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5736
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5742
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5743
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5745
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5746
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5752
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5753
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5755
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5756
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5902
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5903
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5905
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5906
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2






Page 1 of 3





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Cabinet,	 	 	 	 
	 	 	 	 	Nameplate, 	 	Desk, Cube 	 	Desk, Cube 	 	Cabinet, 	 	Rolling	 	Chair, Swivel	 	Divider with
	Location	 	Type	 	Numbered	 	(3
pieces)	 	(1
piece)	 	Overhead	 	(3 Drawers)	 	(Cloth, 2 Arms)	 	Whiteboard
	5912
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5913
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5915
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5916
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5922
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5923
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5925
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5926
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5932
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5933
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5935
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5936
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5942
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5943
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5945
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5946
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	5952
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5953
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5955
	 	Cube
	 	1
	 	1
	 	 	 	1
	 	1
	 	1
	 	1/2
	5956
	 	W Cube
	 	1
	 	 	 	1
	 	1
	 	1
	 	1
	 	1/2
	Ghost
	 	Cube
	 	18
	 	18
	 	 	 	18
	 	18
	 	18
	 	9
	Ghost
	 	W
	 	6
	 	 	 	6
	 	6
	 	6
	 	6
	 	3
	Total
	 	 
	 	100
	 	78
	 	22
	 	100
	 	100
	 	100
	 	50






Non-Standard Cubes




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Cabinet,	 	Cabinet,	 	Cabinet,	 	Chair, Swivel	 	 
	 	 	 	 	 	 	Nameplate,	 	Desk, Cube 	 	Desk, Cube 	 	Overhead	 	Rolling	 	Rolling	 	(Cloth, 2	 	Divider with
	Location	 	Type	 	Numbered	 	(2
pieces)	 	(3
pieces)	 	(3
sizes) 	 	(2 Drawers)	 	(3
Drawers)	 	Arms)	 	Whiteboard
	Enclosed Area
	 	 	 	 	 	 	 	 	 	 	2	 	 	 	11	 	 	 	26	 	 	 	16	 	 	 	10	 	 	 	13	 	 	 	 	 
	TOTAL
	 	 	 	 	 	 	0	 	 	 	2	 	 	 	11	 	 	 	26	 	 	 	16	 	 	 	10	 	 	 	13	 	 	 	0	 






Other Areas




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Cabinet, Metal,	 	Cabinet, Metal,	 	Cabinet, Metal,	 	Table,	 	Chair (Cloth,	 	 	 	 
	 	 	 	 	Chair, Swivel	 	 	 	Horizontal 	 	Horizontal 	 	Vertical	 	Conference,	 	Green, w/Arm	 	 	 	 
	Location	 	Type	 	(Leather, 2 Arms)	 	Blinds, Vertical	 	(3
Drawer)	 	(2
Drawer)	 	(2 Door)	 	Curved	 	Table)	 	Refrigerator	 	Kit, First Aid
	5054

	 	Conf
	 	12
	 	3
	 	 	 	 	 	 	 	6
	 	3	 	 	 	 
	5822
	 	Conf	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5322
	 	Conf	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Q1
	 	SW
	 	 	 	 	 	9
	 	0
	 	2	 	 	 	 	 	 	 	 
	Q2
	 	NW
	 	 	 	 	 	10
	 	2
	 	2	 	 	 	 	 	 	 	 
	Q3
	 	NE
	 	 	 	 	 	22
	 	2
	 	5	 	 	 	 	 	 	 	 
	Q4
	 	SE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Q Total
	 	All
	 	 	 	 	 	41
	 	4
	 	9	 	 	 	 	 	 	 	 
	Fin
	 	Fin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Kitchen
	 	N
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1
	 	1
	Kitchen
	 	S
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1
	 	1
	5615
	 	Lab	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	 	12
	 	3
	 	82
	 	8
	 	18
	 	6
	 	3
	 	2
	 	2






Page 2 of 3





 









 








Offices




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 ,	 	Chair, Swivel	 	Chair, Swivel	 	 	 	 	 	 
	 	 	 	 	Nameplate,	 	 	 	Desk,	 	Cabinet,	 	Cabinet,	 	(Leather, 2	 	(Cloth 2	 	 	 	 	 	Blinds, 
	Location	 	Type	 	Numbered	 	Desk, Office	 	Extension	 	Desktop	 	Upright	 	Arms)		Arms)	 	Whiteboard	 	Wastebasket	 	Vertical
	5072
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	2
	5015A
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5115A
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5215A
	 	Office
	 	0
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5315A
	 	Office
	 	0
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5415A
	 	Office
	 	0
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5515A
	 	Office
	 	0
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5A13
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	2
	5A15
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	2
	5A17
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	2
	5C19
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	2
	5D10
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	2
	5G01
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5G04
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	0
	5K18
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	4
	5K21
	 	Office*
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	3
	 	 	*desk configuration different; reconfigured from extra pieces	 	 	 	 	 	 	 	 	 	 
	5K22
	 	Office
	 	1
	 	1
	 	1
	 	1
	 	1
	 	1
	 	2
	 	1
	 	1
	 	2
	TOTAL
	 	 	 	13
	 	17
	 	17
	 	16
	 	17
	 	17
	 	34
	 	17
	 	17
	 	21






Page 3 of 3




 









 





EXHIBIT E




SPECIALTY EQUIPMENT LIST




[Attached]





 









 








Exhibit E




Data Center




	 	 	 	 	 	 	 	 	 	 	 
	Description	 	Manufacturer	 	Model Number	 	Serial Number	 	Quantity
	Air Conditioning Unit (15 ton)

	 	Liebert
	 	DH192G-AAEI
	 	441473-001
	 	 	1	 
	Air Conditioning Unit (15 ton)

	 	Liebert
	 	DH192G-AAEI
	 	441473-002
	 	 	1	 
	Air Conditioning Unit (15 ton)

	 	Liebert
	 	DH192G-AAEI
	 	441473-003
	 	 	1	 
	Air Conditioning Unit (15 ton)

	 	Liebert
	 	DH192G-AAEI
	 	441473-004
	 	 	1	 
	Dry Cooler (roof mounted)

	 	Liebert
	 	DNT620A
	 	0318C63032
	 	 	1	 
	Dry Cooler (roof mounted)

	 	Liebert
	 	DNT620A
	 	0318C63043
	 	 	1	 
	Pump Enclosure (roof mounted)

(includes two 10 HP pumps)

	 	Liebert
	 	RP020GY02S0758
	 	NA
	 	 	1	 
	Transformer (3 Phase)

	 	Cutler-Hammer
	 	V48M28T15B
	 	J03D05358
	 	 	1	 
	Power Distribution Unit (75 KVA)

	 	Power Distribution, Inc
	 	PP13-4-075-G-641
	 	110-1222
	 	 	1	 
	Uninterruptible Power Supply

(130 KVA) (includes two sealed 

battery units)

	 	Liebert
	 	NPOWER 100-130
	 	37SA130A0A6S093
	 	 	1	 
	Pre-action Sprinkler System

	 	Victualic
	 	NA
	 	NA
	 	 	1	 
	Fire Alarm Control Panel

	 	Gamewell
	 	NA
	 	NA
	 	 	1	 
	Environmental Alarm Panel

	 	General Electric
	 	NA
	 	NA
	 	 	1