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7.7 A Resolution in Support of J2M 900, LLC's Application for a Cook County Class 6B Teerm Property Tax Incentive
BoardDocs® Pro Agenda Item Details Meeting Category Subject Access Type Preferred Date Absolute Date Fiscal Impact Recommended Action Public Content Information Public Action Nov 07, 201 Nov 07, 2018 No •• • - '- •1 1 irilriii••• • •• Mffim- Page 1 of 2 Attached to this memorandum is a resolution that would grant approval of a Class 6b TEERM property tax incentive for J2M 9001 LLC (J2M) for their property located at 900 Business Center Drive. The incentive would be for 12 years and would entice their prospective tenant, Dynamic Rubber, Inc. (DRI) to move its operations into this building. The Class 6b TEERM incentive is applicable to properties which have been vacant for less than 24 months due to special circumstances. The special circumstances that apply to this property (and all other industrial properties in Mount Prospect) are that it is located in close proximity to Lake County and DuPage County and is at a competitive disadvantage from a property tax standpoint. The 43,538 square foot facility was formerly occupied by Blade Room USA who vacated the building in October of 2017. The Village has granted several Cook County Class 6b tax incentives to attract and retain businesses. The 6b incentive reduces the assessment level for qualified manufacturing and warehouse/distribution facilities from 25% to 10% for the first 10 years, 15% for year 11 and 20% in year 12. After year 12, the assessment level returns to the full 25% for the benefiting property. DRI currently employs 20 individuals and would hire an additional 10 employees at their expanded facility. They specialize in hard to seal applications by utilizing rubber inflatable seals to pressurize the sealing space. DRI is in many industries including, medical, marine, composite molding, semiconductor, food, chemical and pharmaceutical processing and many others. Many of the inflatable seals they manufacture are for custom applications or can be adapted to existing standard inflatable seal requirements. They manufacture with many different types of compounds and fabrics. These include EPDM, Neoprene, Silicone, FKM, Nitrile, Butyl and others. Standard fabrics are Fiberglass, Nylon, Dacron and Kevlar. The Applicant is requesting the Class 6b abatement to lower their taxes to around $1.50 per square foot for their property. If the extension is not granted, they estimate that their tax bill would be $3.50 per square foot. Similar properties in nearby Lake and DuPage County range from $1 to $1.50 per square foot. Alternatives 1. Approve the resolution supporting the Class 6b TEERM tax incentive. 2. Action at discretion of Village Board. Staff Recommendation https://www.boarddocs.com/il/vomp/Board.nsf/Private?open&login 11/9/2018 BoardDocs® Pro 900 -i.pdf (468 KB) BCD cover letter.pdf (1.32 KB) 900 BCD 6b applicadw -iibits.pdf (1,546 KB) -i for vmp.pdf (17 KB) 900 BCD ex[ J2M 900 L.L..0 6b --resolUdUr Dw,iamic Rubber L -ease D RAI: -6.pff (360 KB) Administrative Content Executive Content Motion & Voting ZZ491 Me I UXNI F-T-Mle Motion by Michael Zadel, second by Eleni Hatzis. Final Resolution: Motion Carries Yea: William Grossi, Eleni Hatzis, Paul Hoefert, Richard Rogers, Colleen Saccotelli, Michael Zadel Page 2 of 2 https://www.boarddocs.com/il/vomp/Board.nsf/Private?open&login 11/9/2018 EuGENE L. GRIFFIN & ASSOCiATES, LTD. LAW OFFICES 29 NORTH WACKER DRIVE, SUITE 650 CHICAGO, ILLINOIS 60606-3215 (312) 555-5050 FACSIMILE ( October 8, 2018 WRITER 'S DT AT 1VL7bIBER VIA FEDERAL EXPRESS Mr. Bill Cooney/Community Development Director Mr. Jason C. Shallcross, AICP Development Review Planner/Community Development Village of Mount Prospect 50 South Emerson Street Mount Prospect, Illinois 60056 Re: Class 6(B) TEERM Property Tax Incentive J2M 900, LLC 900 Business Center Drive, Mount Prospect Wheeling Township — Volume 235 Perm. No. 03-35-104-007 Dear Gentlemen: 855-5007 Please accept this correspondence as J2M 900, LLC's (hereafter, "the owner") request that the Village of Mount Prospect (hereafter, "the Village") issue a resolution supporting the issuance of a Class 6(B) TEERM Incentive that the owner intends to apply for with the Cook County Assessor and the Cook County Bureau of Economic Development for the property located at 900 Business Center Drive, Mount Prospect, Illinois (hereafter, "the subject property"). The subject property consists of a one-story, concrete panel, multi -tenant, vacant industrial building containing approximately 43,538 square feet, of which approximately 2,295 square feet consists of finished office area. The building was constructed in 1981 and is situated on a parcel of land containing approximately 127,343 square feet. The building is divided into 2 units, Unit A containing 13,231 square feet (30% of total building area) and Unit B containing 30,307 square feet (70% of total building area). The building has been 100% vacant and non -income producing since December 2017. The owner has been actively marketing the building for sale or lease for over one year, without any success, due in large part to the sizable tax burden the subject property faces, as well as the availability of similar properties in competing markets with lower tax burdens. However, with the prospect of a Class 6(B) TEERM Incentive, the owner has been able to entice a new tenant to relocate into the Unit B 30,307 square foot vacant space from its current location in Des Plaines. This tenant is Dynamic Rubber, Inc. (hereinafter, "DRI"), and it will bring to the subject property EUGENE E. GRIFFIN & ASSocIATEs, ETI). and to the Village its entire business operations, which includes the manufacturing of custom and specialty rubber inflatable seals and moldings for use in a variety of industries. DRI employs 20 full time employees at their current Des Plaines facility. Their move to the Village and into the subject property will not only bring these existing jobs, but create 10 additional full time jobs with this expansion. Because of this new tenant, the owner will be making significant improvements to the subject property, including upgrades to energy efficient lighting, restoring access to a previously removed dock door, updating and expanding the office area, installing a new air conditioning system and refurbishing the warehouse floor. The construction cost for these improvements is estimated by the owner to be approximately $146,800. However, it is crucial to point out that the lease between the owner and DRI will be conditioned upon the owner obtaining the Class 6(B) TEERM Incentive for the subject property. Without the real estate tax relief afforded by this incentive, the occupancy of the subject property by DRI as well as the investment of the renovations and upgrades by the owner will not occur. With such a large supply of industrial properties in the greater Chicago Area, it is essential to keep the taxes manageable at the subject property to ensure these tenants remain. Likewise, the Village will directly benefit from DRI relocating its operations into the subject property, as it will offer gainful employment opportunities to local residents. Moreover, the employees from DRI will contribute to the local economy by patronizing the surrounding retail and restaurant establishments located throughout the Mount Prospect community. Enclosed please find the completed Cook County Assessor Class 6(B) Eligibility Application with supporting Exhibits, which include a survey, building plan, and other detailed information on the subject property. We greatly appreciate any assistance you can provide in this process and respectfully request that this issue be placed before the Mount Prospect Village Board for a vote in support of the 6(B) TEERM Incentive for the subject property. Please advise whether you are in need of my additional information and we look forward to working with you to obtain the requisite approval from the Village Board. EPG: As Enclosures Very truly yours, EUGENE L. GRIFF N & ASSOCIATES, LTD. Eugene? -.Griffin' 2 u 11 4 c 0 o k � COOK COUNTY ASSESSOR'S OFFICE COOK COUNTY ASSESSOR ,. 118 NORTH CLARK STREET, CHICAGO, IL 60602 JOSEPH B E R R I O S ��p, PHONE: 312.443.7550 FAX: 312.603.6584 WWW.COOKCOUNTYASSESSOR.COM CLASS 6B ELIGIBILITY APPLICATION Carefully review the Class 6B Eligibility Bulletin before completing this Application. For assistance, please contact the Assessor's Office, Development Incentives Department (312) 603-7529. This application, a filing fee of $500.00, and supporting documentation (except drawings and surveys) must be filed as follows: This application must be filed PRIOR TO the commencement of New Construction or PRIOR TO the commencement of Substantial Rehabilitation Activities or PRIOR TO the commencement of Reoccupation of Abandoned Property. Applicant Information Name: J2M 900, LLC Address: 3543 North Pulaski Road Chicago ..._ __... City Telephone: ( 773 ) 293-6901 State: I L „ „ Zip Code: 60641 Contact Person (if different than the Applicant) Name: Eugene P. Griffin Address: 29 North Wacker Drive, Suite 650 W City:. Chicago State. Email: epgriffin@griffinlaw.com Telephone:( 312 ) 855-5007 I L Zip Code: 60606 Property Description (per PIN) If you are applying for more than three different PINS, please submit the additional PIN information in an attachment. Street Address: (1) 900 East Business Center Drive _... Permanent Real Estate Index Number: 03-35-104-007-0000 (2) ...._. ..... ...... _ Permanent Real Estate Index Number: (3) a_..... ....... ._.. Permanent Real Estate Index Number: City: -.Mount Prospect State: IL Zip Code: 60056 Township: Wheeling Existing Class:. 5-93 Attach legal description, site dimensions and square footage and building dimensions and square footage. ExhibitsSee • Exhibit COPA Identification of Person Having an Interest in the Property Attach a complete list of all owners, developers, occupants and other interested parties (including all beneficial owners of a land trust) identified by names and addresses, and the nature and extent of their interest. See Exhibit 3 Industrial Use Attach a detail description of the precise nature and extent of the intended use of the subject property, specifying in the case of the multiple uses the relative percentages of each use. See Exhibit 4 Include copies of materials, which explain the occupant's business, including corporate letterhead, brochures, advertising material, leases, photographs, etc. See Exhibits 5, 6, 7 Nature of Development Indicate nature of proposed development by checking the appropriate space: [ ] New Construction (Read and Complete Section A) [ ] Substantial Rehabilitation (Read and Complete Section A) Incentive only applied to the market value attributable to the rehabilitation [ ] Occupation of Abandoned Property - No Special Circumstance (Read and Complete Section B) [ ] Occupation of Abandoned Property - With Special Circumstance (Read and Complete Section C) [X] Occupation of Abandoned Property - (TEERM Supplemental Application) (Read and Complete Section C) SPS 7 0NA NEW ,"()NSTRtICT]0NI, "UBSTANTL4L REHA 'ILITA LQN If the proposed development consists of New Construction or Substantial Rehabilitation, provide the following information: Estimated date of construction commencement (excluding demolition, if any):_, Estimated date of construction completion: Attach copies of the following: 1. Specific description of the proposed New Construction or Substantial Rehabilitation 2. Current Plat of Survey for subject property 3. 15` floor plan or schematic drawings 4. Building permits, wrecking permits and occupancy permits (including date of issuance) Complete description of the cost and extent of the Substantial Rehabilitation or New Construction (including such items as contracts, itemized statements of all direct and indirect costs, contractor's affidavits, etc) Page 2 of 9 SECTIO ' B ARAN DOMD PROPERTY WITH NO SPECIAL CIRCI%M5 Y!,f: If the proposed development consists of the reoccupation of abandoned property, purchased for value, complete (1) and (2) below: 1. Was the subject property vacant and unused for at least 24 continuous months prior to the purchase for value? [ ] YES [ ] NO When and by whom was the subject property last occupied prior to the purchase for value? Attach copies of the following documents: (a) Sworn statements from person having personal knowledge attesting to the fact and the duration of vacancy and abandonment (b) Information (such as statements of utility companies) which demonstrate that the property was vacant and unused and indicate duration of such vacancy 2. Application must be made to the Assessor prior to occupation: Estimated date of reoccupation: Date of Purchase: Name of purchaser: Name of seller: Relationship of purchaser to seller: Attach copies of the following documents: (a) Sale Contract (b) Closing Statement (c) Recorded Deed (d) Assignment of Beneficial Interest (e) Real Estate Transfer Declaration Page 3 of 9 S"ECTIO ifPL'CIIIL �C,IRCCltl�i' 'T', L(. S". If the applicant is seeking special circumstances to establish that the property was abandoned for purposes of the Incentive where there was a purchase for value, but the period of abandonment prior to purchase was less than 24 months, complete section (1). If the applicant is seeking special circumstances to establish that the property was abandoned for purposes of the Incentive where there was no purchase for value, but the period of abandonment prior to the application 24 continuous months or greater, complete section (2). If the applicant is seeking special circumstances to establish that the property was abandoned for purposes of the Incentive where there was no purchase for value, but the period of abandonment prior to the application was greater than 12 continuous months and less than 24 continuous month, complete section (2) and the TEERM Supplemental Application. 1. How long was the period of abandonment prior to the purchase for value? When and by whom was the subject property last occupied prior to the purchase for value? Attach copies of the following documents: (a) Sworn statements from persons having personal knowledge attesting to the fact and the duration of the vacancy and abandonment (b) Information (such as statements of utility companies) which demonstrate that the property was vacant and unused and indicate duration of vacancy (c) Include the finding of special circumstances supporting "abandonment" as determined by the municipality, or the County Board, if located in an unincorporated area. Also include the ordinance or resolution from the Board of Commissioners of Cook County stating its approval for less than 24 -month abandonment period. Application must be made to the Assessor prior to the commencement of reoccupation of the abandoned property. Estimated date of Reoccupation: Date of purchase: Name of purchaser: Name of seller: Relationship of purchaser to seller: Attach copies of the following documents: (a) Sale Contract (b) Closing Statement (c) Recorded Deed (d) Assignment of Beneficial Interest (e) Real Estate Transfer Declaration Page 4 of 9 2. How long has the subject property been unused? [ ] 24 or greater continuous months (Eligible for Special Circumstance) [X 12 continuous months but less than 24 continuous months (Eligible for Special Circumstance under TEERA10 - Complete TEERM Supplemental Application [ ] Less than 12 continuous months (Not Eligible for Special Circumstance) When and by whom was the subject property last occupied prior to the filing of this application? The total building square footage is 43,538 square feet. 30,307 square feet of the subject property had been occupied by Blade Room USA which vacated the space in October 2017, .......... ------ 13,231 square feet of the subject property had been occupied by Laurens Restoration, which vacated the space December 20, 2017. Attach copies of the following documents: (a) Sworn statements from persons having personal knowledge attesting to the fact and the duration of the vacancy and abandonment See Exhibit 8 (b) Information (such as statements of utility companies) which demonstrate that the property was vacant and unused and indicate duration of vacancy See Exhibit 8 (c) Include the finding of special circumstances supporting "abandonment" as determined by the municipality, or the County Board, if located in an unincorporated area. Also include the ordinance or resolution from the Board of Commissioners of Cook County stating its approval for lack of a purchase for value. Application must be made to Assessor prior to the commencement of reoccupation of the abandoned property. Estimated date of reoccupation: January 1, 2019 Page 5 of 9 TEERM SUPPLEMENTAL APPLICATION (This form will ONLY be utilized for applicants who specifically elect for TEERM) This supplemental eligibility application is for properties that have been abandoned (due to special circumstances) for at least 12 continuous months and less than 24 continuous months with no purchase taking place. Under the TEERM Program, qualifying industrial real estate would be eligible for the Class 6B level of assessment from the date of substantial re -occupancy of the abandoned property. Properties receiving Class 6B will be assessed at 10% of market value for the first 10 years, 15% in the 11th year and 20% in the 12th year. The terms of this program are Not Renewable. No applications will be taken after November 30, 2018. I Eugene P. Griffin applicant/representative hereby specifically elect .._.... to submit this Supplemental Application for the TEERM program,. Further affiant sayeth Wt. �,nt s g ..ages torr -- 29 N. Wacker Drive, Suite 650, Chicago, IL 60606 Agent's Mailing Address J2M 900, LLC Applicant's Name Eugene P. Griffin - Attorney Agent's Name & Title (312) 855-5007 Agent's Telephone Number 3543 N. Pulaski Road, Chicago, IL 60641 Applicant's Mailing Address matt@crosstownrea.com IL s�AI_ :+a pp ... Applicant's s e-mail address VIRGINIA AL EAL D JI Notary Public - Stzte of Illinois My Commission Expires Feb 17, 2019 11 J1, Subscribed and sworn before me this day of �} ��L� , 20 I� - Signature of. ...00r Ptl. Page 6 of 9 EMPLOYMENT OPPORTUNITIES (for tenant improvements and How many construction jobs will be created as a result of this development? 10 upgrades) How many new permanent full-time and part-time employees do you now employ in Cook County? Full-time: 20 Part-time: 0 How many new permanent full-time jobs will be created as a result of this proposed development? 10 How many new permanent full-time jobs will be created as a result of this proposed development? 10 LOCALAPPROVAL SeeExhibit9 A certified copy of a resolution or ordinance from the municipality in which the real estate is located (or the County Board, if the real estate is located in an unincorporated area) should accompany this Application. The ordinance or resolution must expressly state that the municipality supports and consents to this Class 6B Application and that it finds Class 6B necessary for development to occur on the subject property. If a resolution is unavailable at the time the application is filed, a letter from the municipality or the County Board, as the case may be, stating that a resolution or ordinance supporting the incentive has been requested may be filed with this application instead. If the applicant is seeking to apply based on the reoccupation of abandoned property and will be seeking a finding of "special circumstances" from the municipality, in addition to obtaining a letter from the municipality confirming that a resolution or ordinance supporting the incentive has been requested, the applicant must file a letter from the County Board confirming that a resolution validating a municipal finding of special circumstances has been requested. If, at a later date, the municipality or the County Board denies the applicant's request for a resolution or ordinance, the applicant will be deemed ineligible for the Class 6B incentive, whether or not construction has begun. In all circumstances, the resolution must be submitted by the time the applicant files an "Incentive Appeal". I, the undersigned, certify that I have read this Application and that the statements set forth in this Application and in the attachments hereto are true and correct, except as those matters stated to be on information and belief and as to such matters the undersigned certifies that he/she believes the same to be true. w ..... _.... _ ..... Sigh ur 46A Prirt Natlie Page 7 of 9 Date 1y -A C Title 10/4/13 t C 0 0'r 0 COOK COUNTY ASSESSOR'S OFFICE COOK COUNTY ASSESSOR 0 118 NORTH CLARK STREET, CHICAGO, IL 60602 JOSEPH B E R R I O SPHONE: 312.443.7550 ' FAx: 312.603.3616 WWw.COOKCOUNTYASSESSOR.COM INCENTIVES CLASS LIVING VISAGE ORDINANCE AFFIDAVIT Ro 6 o r Avg I ffc S o n a& -@Wt --for the applicant set forth below, who is seeking a classifi ion incentive as referenced below, I do hereby state under oath as follows: 1. As the -agent -Mr the applicant set forth below, I have personal knowledge as to the facts stated herein. 2. The property identified by PIN(s) with commonly known address(es), listed in Exhibit A attached and herein incorporated, are/is the subject of a pendin �oe renewal (circle as appropriate) for one of the following development incentives provided by taf Ordinances of Cook County, Chapter 74, Article II, Division 2, The Cook County Real Property Assessment Classification Ordinance, Sec.74-60 et seq., as amended: Class 6b Class 8 (industrial property) _ Class 9 3. The Cook County Assessor's Office has issued the following control, number regarding this application/renewal (circle as appropriate), 4. 1 have reviewed the Code of Ordinances of Cook County, Cook County Living Wage Ordinance, as amended (the "Ordinance"), and certify that, the applicant is in compliance with the above referenced Cook County Living Wage Ordinance, due to one of the following options (check as appropriate): Applicant is currently paying a living wage to its employees, as defined in the Ordinance. e Applicant is not required to pay a living wage, pursuant to the Ordinance. Further affiant sayeth not. Agent's Signature Agent's Mailing /Address Applicant's Name Applicant's e-mail address Agent'.s Name & Title Agent's Telephone Number Applicant's Mailing Ad ress Subscribed and sworn bore me this day of i,. , 209. of Notary Public _ �ICIRL�.ua. DF SEAL VIRi INIA SHERVd000 Notary Public - State of Illinois My Commission Expires Feb 17, 2019 1/30/15 EXHIBIT A (Please type or Print) PIN(s) Common Address 03-35-104-007-0000 900 E. Business Center Drive, Mount Prospect Page 9 of 9 CLASS 6b TEERM INCENTIVE APPLICATION J2M 900, LLC 900 Business Center Drive, Mount Prospect, IL Perm. No. 03-35-104-007 EXHIBIT LIST Exhibit 1 Legal Description Exhibit 2 Plat of Survey Site and Building dimensions Building layout Exhibit 3 Identification of Parties having an interest in the Property Exhibit 4 Property Use Exhibit 5 Occupant business description Exhibit 6 Draft Lease Exhibit 7 Photographs Exhibit 8 Evidence of Vacancy Exhibit 9 Local Approval Exhibit 10 Cook County Minimum Wage Sworn Statement Federal/State Labor Law Sworn Statement EXHIBIT 1 Legal Description LOT 3 IN KENSINGTON CENTER RESUBDIVISION IV, BEING A RESUBDIVISION OF LOTS 2 AND 3 IN KENSINGTON CENTER, PHASE TWO, BEING A SUBDIVISION IN PART OF THE NORTHWEST % OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THRID PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 31, 1980 AS DOCUMENT NUMBER 25722781, IN COOK COUNTY, ILLINOIS. STREET ADDRESS: 900 E. BUSINESS CENTER DRIVE, MOUNT PROSPECT, IL PIN: 03-35-104-007-0000 EXHIBIT 2 1. PLAT OF SURVEY 2. SITE AND BUILDING DIMENSIONS 3. BUILDING LAYOUT En. U N ii 4'1, ; —1,051 all go— Bpi N F Nor I 1�46 P' i VN' '9 1 cq'�" 0? 6�gl§ Pll"� "fi; Ni I mod About I"his P- ropejr-ty > Building Size: 43,538 SF; divisible to 13,231 SF and 30,307 SF > Land Site: 2.5 acres > Office: Approximately 3,000 SF > Ceiling Height: 18' > Loading: 2 interior docks (shared) 1 drive-in door (building total) > Sprinklers: Wet > Power: 1,600 amps 0 480 volts > Car Parking: 61 car spaces > Sale Price: $2,596,920 ($60/SF) > Lease Rate: $5.75/SF net > Year Built: 1981 > Construction: Precast > Possession: immediate > Situated on _2.5 acre land site > Located in Kensington Business Center m Contact LJs THOMAS C. RODENO 847 698 8231 PATRICK S. TURNER 847 698 8277 pater ck,turneu..OcoQie s.co 900 Business Center Dirive > Aeria� '900 IBusiness Center Drive > II........ ayout EXHIBIT 3 IDENTIFICATION OF PARTIES HAVING AN INTEREST IN THE PROPERTY The property is owned by J2M 900, LLC c/o Crosstown Real Estate Advisors, LLC, with principal office located at 3543 North Pulaski, Chicago, IL 60641. Imm Mike Strommen: 28.05% Roderick C. Berthold Trust Dated 12/2011 (RCB, Trustee): 28.05% Matthew D. Baumann: 20% Jonathan L. Janas: 20% Crosstown Real Estate Advisors, LLC: 3.90% EXHIBIT 4 PROPERTY USE The subject property is an industrial building that will be used for the manufacturing of custom rubber seal and bladder products that are used in a variety of industries. The property will be used as a manufacturing facility for these products. EXHIBIT 5 OCCUPANT BUSINESS DESCRIPTION 10%8!2018 ' Dynamic Rubber - Manufacturer of Rubber Products 644.754.6500 (http://www.dynamicrubber.com/) Dyll'a"'TIC Rtibber, Inc. MANUFACTURES OF INFLATABLE SEALS AND RUBBER PRODUCTS Dynamic Rubber, Inc. specializing in hard to seal applications by utilizing rubber inflatable seals to pressurize the sealing space. DRI is in many industries including, medical, marine, composite molding, semiconductor, food, chemical and pharmaceutical processing and many others. Many of the inflatable seals we manufacture are for custom applications or can be adapted to existing standard inflatable seal requirements. We manufacture with many different types of compounds and fabrics. These include , EPDM, Neoprene, Silicone, FKM, Nitrile, Butyl and others. Standard fabrics are Fiberglass, Nylon, Dacron and Kevlar. FEATURED PRODUCTS Click picture for video (https://www.youtube.com/watch?v=KOHa6nZDK-I) Purchase at www.garagedoorairseaL.com (http://vwwv.garagedoorairseaL.com) CONVEYOR STOPS AND MATERIAL HANDLING APPLICATIONS 1018/2018 ' Dynamic Rubber - Manufacturer ¥ Rubber Products Conveyor Stops and Nmeria�lHandlin, g Applications. Click on picture forf rhe information MOLDED OR FORMED CORNERS(HTrR%VAVW:YNAMICRUBBERCOM/MOLDED-ORFORMED- CORNERS% � m . AXIAL EXPAN90N(HTTR//MIWW.DYNAMI RUBBER.COM/ XIALEXPANSION/) <«: RADIAL OUT EXPANSION (HTTR% WWW:YNAMICRUBBER.COM/R&DALOUTEXPANSION/) 10/8/2018 ' Dynamic Rubber - Manufacturer of Rubber Products RADIAL IN EXPANSION (HTTP://WWW.DYNAMICRUBBER.COM/RADIAL-IN-EXPANSION/) NON REINFORCED INFLATABLE SEALS (HTTP://WWW.DYNAMICRUBBER.COM/PROMOTION/) Non Reinforced seals are typically extrusion that are bonded into different shapes and sizes. DRI can mold corners to different sizes and angles. They can be made straight, endless and about any shape you can think of. Some of the seals are made for high pressure application. Material types are chosen for the specific application depending on the environment the seal Will see. Please consult DRI for application assistance Learn More (http://vwwv.dynamicrubber.com/promotion/) FABRIC REINFORCED INFLATABLE SEALS (HTTP://WWW.DYNAMICRUBBER,COM/INFLATABLE-SEALS/FABRIC-REINFORCED- I N FLATABLE-SEALS/) A fabric reinforced seat is a completely molded seal that is built around the same operating principles as a homogeneous inflatable seal. The addition of fabric helps increase the amount of internal pressure by Which the seal can operate, Where higher pressures are required in a non -enclosed environment. Profiles 2 (/fabric -reinforced -inflatable -seals -profiles/) Click the above link to see standard profiles. Dynamic Rubber can also match any competitors profiles. Please contact (/contact.html)us for further information. There are several various conditions Which merit the use of a fabric reinforced seal. However, the common reason for using a reinforced seal is to achieve higher pressures. • High operating pressures • Extremely heavy loads 1002018 ' • Repeated uniform operation Dynamic Rubber - Manufacturer of Rubber Products Fabrics Available Depending on the conditions that your seal will encounter, we can use nearly any fabric available to reinforce an inflatable seal, caLendared sheet rubber, or rubber extrusion. Some fabrics used will have limitations with regards to the thickness of the fabric that can be applied within the part, and what temperatures a fabric can withstand during operation. • Nylon • KevLar • Polyester • Cotton • Fiberglass Note: Fabric reinforced seals are still prone to over pressurization and can fail if not properly operated. These seals can also fail if they are cut or if a hole is poked into the side-wall of the inflatable cross section, For these applications we can supply you with the safe operating & installation guidelines. If you are unsure if you need a fabric reinforced seal, give us a call to determine what you need to get the job done. In many cases, the use of a proper retention system for a homogeneous seat can be employed to compensate for a high pressure requirement. With a proper retainer and seat design, a homogeneous sea[ can often take advantage of a thicker profile which can stand up to the most extreme pressures. Learn More (http://www.dynamicrubber.com/inflatable-seals/fabric-reinforced-inflatable-seals/) All shapes and sizes VIEW'DYNAMIC RUBBER, INC content/uploads/2o16/05/lnflatabLesealprofiLeoverview.pdf) Overview of all shapes and sizes, 0 2018 Dynamic Rubber, Inc. All rights reserved. EXHIBIT 6 DRAFT LEASE WITH CLASS 6(b) TEERM INCENTIVE CONTINGENCY PROVISION (To be provided) EXHIBIT 7 PHOTOGRAPHS Subject Photographs Photographs of the Subject Property 900 East Business Center Drive, Mount Prospect, Illinois South Elevation of the Subject Property North Elevation Photographs of the Subject Property 900 East Business Center Drive, Mount Prospect, Illinois East Elevation Southwest Elevation Photographs of the Subject Property 900 East Business "enter Drive, Mount Prospect, Illinois View of Office Entrance View of General Office -1-'hotqg,rqphs offhe Subject Property 900 East Business Center Drive, Mount Prospect, Illinois View of Vacated Office View of Loading Dock Photographs of the Subject Property 900 East Business Center Drive, Mount Prospect, Illinois View of the Overhead Door View of West Unit Plant Area LaSalle Appraisal 1 G. EXHIBIT 8 EVIDENCE OF VACANCY Township; Wheeling Subject Property PIN(s): 03-35-1104-007-0000 --a 1, Matthew D. 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LABOR LAW SWORN STATEMENT I 1 4i (pdw_ our name) a o �. applicant set for the ' elo ho is seeking a classification Incentive as referenced below and having personal knowledge of all facts stated herein, I do hereby state under oath subject to penaltim of petjuty as follows: The property identified by PIN(s) with commonl )prawn address(es), listed in Exhibit A attached and herein incorporated, are/is the subject of this licatiort Renewal (arcle as appmpriate) for one of the falkativlzag Development Incratives provided byte ek- i e of Ordinances of Cook County, Chapter 74, Article II, Division 2, The Cook County Real Property Assessment Classification Ordinance, as mended (circle all thatappll to, our rgpvV, Class ( Class 7 (all) Class S (all) Class S Class SRO Class 9 Class S Class L Class C MI UTA INN 1. The ok, County Assessor's Office has issued the follmAng Control Number' regarding this di't—t'e atior► Renewal (circle r�r aprapriate), _ and the application was sd onY`" 2. The applicant (drele orae) Inas fa l o violate' the Cook County ]` baf nZutn Wage Ordinance, Chapter 42, Division 2 as amen e .you claim a violation, you must request that the Incentive be teti inated. Further affiant sarth not- M9 ot. n nw #+ ✓✓. /, A�,p�l�t�tm� Mme AppUmaes UMwl Address Subscribed and svxl�eorc rx}e .f-, , rwVY s m t n , s4natuve OFfICIAL SEAL atary Fjbff . t'ato of 01nolo 'y a, . Icy o(nnil sdon-Fapires F0 17, 2019 Agcnt's Name &'ride Add=s Agent's T"x loot Numbax ll06 r! ApplicnnPs Ma86.g Address 6d� day of EXHIBIT A (Please type or Print) PIN(s) Common Address 03-35-104-007-0000 900 E. Business Center Drive, Mount Prospect Page 9 of 9 S 011l"+�TA' "' "� the below t�v sr ttt r ` a� e) a tot the applicant set for I .._..._.mm ' ho is seekin a�classiftcation`Incentive as referenced below and having personal knowledge of all facts stated herein, I do hereby state under oath subject to penalties of perjury as follows: The property identified by PIN(s) with commonly known address(es), listed in Exhibit A attached and herein incorporated, are/is the subject of tlai catso /Renewal (circle as appropriate) for one of the following Development Incentives provided by Code of Ordinances of Cook County, Chapter 744, Article 11, Division 2, The Cook County Real Property Assessment Classification O.t& ance, as amended (circle all that apply tayorprgper+): Cla�,s�(a - Class 7 (all) Class 8 (all) Class S Class SRO Class 9 Class S Class L Class C A 1.�,,Ir County Assessor's Office has issued the following Control Number regarding this atio /Inewal (circle as appropriate) and the application.. was t. tot. e on A. If you areapplying for an I=n"v the applicant (drcle one) Has ;Has Not violated the Illinois Wage Payxoent and Collection Act, The Illinois Minimum age ct,, the Illinois 'Worker Adjustment Retraining Notification Act, the Illinois Employee Classification Act, the Federal Worker Adjustment and Retraining Notification Act, the Fedexal Fair Labor Standards Act and/or any comparable state statute or regulation of my state and including flyg ygatg i1dor to The applicatio of,the Incentive. If you state a violation, you are not qualified to receive an Incentive class and you should not continue the application process. B. If you are as &6jthe applicant (dnc e one) Has / Has Not violated the Illinois Wage Payment and Collection Act, The Illinois Minimum Wage Act, the Illinois Worker, Adjustment Retraining Notification Act, the Illinois Employee Classification Act, the Federal Worker Adjustment and Retraining Notification Act, the Federal Fair Labor Standards Act and/or any comparable state statute or .regulation of ry state and including M P.tipr: o the g ficati� of the Incentive. [21 C. If aftet_ha . ed the InMOn dassifi-c-alim you have violated any labor law anywhere in the United States, state that the applicant (circle one) Has / Has Not cured the violation within 45 days of receiving this affidavit: If you did not cure within 45 days, you must request that the Incentive be terminated. Failure to return the affidavit within 45 days of mailing shall result in an automatic termination of the Incentive for failure to slate ccu "pliance. Nurdwx affiant sayeth not. Agent's s�vmtutc ru's 1�'arr�iMg ApAcaefil,ime Applieanta E-Ma+1 Adder " Agents Noma & Tule Addtz ; gaawtu'l"eirp4waaan N 0dj � IL04 App&ants Mul n Addmss Subscribed and sworn before me this " day of , 20 � Q . S; OFFICIAL SEAL VIRGINIA SHERWOOD Notary Public - State of Illinois My Commission Expires Feb 17, 2019. [3] 041 EXHIBIT A (Please type or Print) PIN(s) Common Address 03-35-104-007-0000 900 E. Business Center Drive, Mount Prospect Page 9 of 9 RESOLUTION NO. A RESOLUTION IN SUPPORT OF J2M 900, LLC' S APPLICATION FOR A COOK COUNTY CLASS 6B TEERM TAX INCENTIVE FOR THE PROPERTY LOCATED AT 900 BUSINESS CENTER DRIVE WHEREAS, the Village of Mount Prospect encourages community development to provide for economic growth and career opportunities; and WHEREAS, the Village of Mount Prospect desires to promote and preserve industrial uses in the Village; and WHEREAS, through property tax incentives offered by Cook County, various opportunities exist for industrial properties in the Village of Mount Prospect, Cook County; and WHEREAS, without the Cook County property tax incentives, the Village of Mount Prospect is at a competitive disadvantage with the neighboring counties of Lake and DuPage in attracting industrial development; and WHEREAS, J2M 900, LLC has requested the Village of Mount Prospect to support its application for the Class 6B Real Property Classification (TEERM Program) at 900 Business Center Drive, Mount Prospect, Cook County, PIN: 03-35-104-007-0000 (Property) and has proven to the Mayor and Board of Trustees of the Village of Mount Prospect that such Class 6B Real Property Classification (TEERM Program) is necessary to encourage occupancy of the Property that has been vacant for greater than 12 continuous months but less than 24 continuous months without a purchase; and WHEREAS, J2M 900, LLC intends to engage in substantial rehabilitation of the Property and its prospective tenant, Dynamic Rubber, Inc., plans to use the Property for the manufacturing of custom and specialty rubber inflatable seals and moldings; and WHEREAS, the corporate authorities of the Village of Mount Prospect believe that J2M 900, LLC's request is in the best interest of the economic development in the Village of Mount Prospect; and WHEREAS, an Economic Disclosure Statement has been received and filed by the Village of Mount Prospect; and WHEREAS, the Village of Mount Prospect supports and consents to the filing of a Class 6B Real Property Classification (TEERM Program) application by J2M 900, LLC, with the understanding that any occupant of the Property must meet the Class 6B Real Property Classification (TEERM Program) qualifications for industrial warehousing, manufacturing and/or distribution uses; and WHEREAS, the Village of Mount Prospect has determined that the granting of a Class 6B Real Property Classification (TEERM Program) to J2M 900, LLC for the Property would be beneficial to the Village. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Mayor and Board of Trustees of the Village of Mount Prospect do hereby support and consent to the application for the Class 6B Real Property Classification (TEERM Program) from Cook County for the Property located at 900 Business Center Drive and legally described as: LOT 3 IN KENSINGTON CENTER RESUBDIVISION IV, BEING A RESUBDIVISION OF LOTS 2 AND 3 IN KENSINGTON CENTER, PHASE TWO, BEING A SUBDIVISION IN PART OF THE NORTHWEST �/4 OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 31, 1980 AS DOCUMENT NUMBER 25722781, IN COOK COUNTY, ILLINOIS SECTION TWO: That the Village of Mount Prospect supports industrial growth, increased employment and economic development and the Property is in furtherance of this goal. SECTION THREE: That the Village of Mount Prospect has determined that the Class 6B Real Property Classification (TEERM Program) is necessary for development to occur on the Property and without such designation the industrial enterprise would not be economically viable causing the Property to be in imminent risk of remaining vacant and unused. SECTION FOUR: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: ABSENT: PASSED AND APPROVED this 7Tn day of November, 2018: Arlene A. Juracek Mayor ATTEST: Karen Agoranos Village Clerk STANDARD LEASE J2M-900, LLC, as Landlord and DYNAMIC RUBBER, INC. as Tenant 900 E. BUSINESS CENTER DRIVE, SUITE A MT. PROSPECT, ILLINOIS 60056 TABLE OF CONTENTS ARTICLE 1: BASIC PROVISIONS..........................................................................................................1 ARTICLE 2: TERM AND COMMENCEMENT........................................................................................ 4 ARTICLE 3: BASE RENT AND ADDITIONAL RENT............................................................................ 7 ARTICLE 4: CONDITION OF PREMISES.............................................................................................. 9 ARTICLE 5: QUIET ENJOYMENT........................................................................................................10 LANDLORD'S REMEDIES...............................................................................................18 ARTICLE 6: UTILITIES AND SERVICES.............................................................................................10 SECURITY DEPOSIT.......................................................................................................21 ARTICLE 7: USE, COMPLIANCE WITH LAWS, AND RULES............................................................11 ATTORNEYS' FEES, JURY TRIAL AND VENUE...........................................................21 ARTICLE 8: MAINTENANCE AND REPAIRS......................................................................................12 SUBORDINATION, ATTORNMENT AND LENDER PROTECTION...............................22 ARTICLE 9: ALTERATIONS AND LIENS............................................................................................13 ESTOPPEL CERTIFICATES............................................................................................ ARTICLE 10: INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS.........................................14 RIGHTS RESERVED BY LANDLORD............................................................................23 ARTICLE 11: CASUALTY DAMAGE......................................................................................................15 LANDLORD'S RIGHT TO CURE..................................................................................... ARTICLE 12: CONDEMNATION............................................................................................................16 ARTICLE 13: ASSIGNMENT AND SUBLETTING.................................................................................16 ARTICLE 14: PERSONAL PROPERTY, RENT AND OTHER TAXES..................................................18 ARTICLE 15: LANDLORD'S REMEDIES...............................................................................................18 ARTICLE 16: SECURITY DEPOSIT.......................................................................................................21 ARTICLE 17: ATTORNEYS' FEES, JURY TRIAL AND VENUE...........................................................21 ARTICLE 18: SUBORDINATION, ATTORNMENT AND LENDER PROTECTION...............................22 ARTICLE 19: ESTOPPEL CERTIFICATES............................................................................................ 22 ARTICLE 20: RIGHTS RESERVED BY LANDLORD............................................................................23 ARTICLE 21: LANDLORD'S RIGHT TO CURE..................................................................................... 24 ARTICLE 22: INDEMNIFICATION..........................................................................................................24 ARTICLE 23: RETURN OF POSSESSION............................................................................................ 25 ARTICLE 24: HOLDING OVER.............................................................................................................. 25 ARTICLE 25: NOTICES.......................................................................................................................... 26 ARTICLE 26: REAL ESTATE BROKERS.............................................................................................. 26 ARTICLE 27: NO WAIVER..................................................................................................................... 26 ARTICLE 28: SIGNAGE.......................................................................................................................... 27 ARTICLE 29: HAZARDOUS MATERIALS............................................................................................. 27 ARTICLE 30: DEFINITIONS................................................................................................................... 29 ARTICLE 31: OFFER.............................................................................................................................. 32 ARTICLE 32: MISCELLANEOUS...........................................................................................................33 ARTICLE 33: ENTIRE AGREEMENT..................................................................................................... 34 EXHIBITS................................................................................................... Listed in Article 1.P STANDARD LEASE THIS STANDARD LEASE ("Lease") is made and entered into as of the day of 20187 by and between J2M-900, LLC, an Illinois limited liability company ("Landlord"), and DYNAMIC RUBBER, INC., a corporation ("Tenant"). ARTICLE 1: BASIC PROVISIONS This Article contains the basic lease provisions between Landlord and Tenant. A. Building: Industrial building, located at 900 E. Business Center Drive, Mt. Prospect, Illinois 60056 (the "Property", as further described in Article 30 and as legally described on Exhibit A-1 attached hereto and incorporated herein by reference). B. Premises: Suite A located in the Building as outlined or hatched on Exhibit A- 2 hereto. C. Commencement Date: January 1, 2019, subject to Articles 2 and 4. D. Expiration Date: May 31, 2026, subject to Articles 2 and 4. E. Rentable Area: The rentable area of the Premises shall be deemed to be 30,307.00 square feet, and the rentable area of the Property shall be deemed to be 43,538.00 square feet, for purposes of this Lease, subject to Article 30. F. Tenant's Share: Sixty -Nine and 61/100 percent (69.61 %), subject to Articles 3 and 30. G. Base Rent: Tenant shall pay Monthly Base Rent pursuant to the following schedule and as described in Article 3: Period Annual Base Rent Rate Monthly Base Rent Commencement Date—October 31, 2019 $87,131.85 $7,260.99 November 1, 2019—December 31, 2019 $174,263.70 $14,521.98 January 1, 2020 -December 31, 2020 $178,809.71 $14,900.81 January 1, 2021 -December 31, 2021 $183,355.72 $15,279.64 January 1, 2022 -December 31, 2022 $187,901.73 $15,658.48 January 1, 2023 -December 31, 2023 $192,447.74 $16,037.31 January 1, 2024 -December 31, 2024 $196,993.75 $16,416.15 January 1, 2025 -December 31, 2025 $201,539.75 $16,794.98 January 1, 2026 -Expiration Date $206,085.76 $17,173.82 *As described in Article 2 below, the Commencement Date and Expiration Date above are subject to change based upon written confirmation agreed to by both parties. As also described in Article 2 below, if the Commencement Date listed in Article 1.C. changes Tenant shall receive a fifty percent (50%) abatement of Monthly Base Rent for the first ten (10) months of Term of the Lease (such fifty percent (50%) abatement means a reduction in the Monthly Base Rent from $14,521.98 to $7,260.99 for the first ten (10) months of the Term as shown above). H. Additional Rent: Tenant shall pay Tenant's Share of Taxes, Insurance and Expenses, in the initial estimated amount of $5,783.53 per month, as further described in Article 3. 2 I. Permitted Use: Office, warehouse, storage, assembly and other legally permitted uses, subject to Article 7. J. Security Deposit: None. K. Brokers (if any): Colliers International and Mohr Partners, Inc., subject to Article 26. L. Intentionally Omitted. M. Landlord's Notice Address (subject to Article 25): c/o Crosstown Real Estate Advisors, LLC Attn.: Matthew Baumann 3543 North Pulaski Chicago, I L 60641 Email:matt@crosstownrea.com With a copy to: Peter Turke, Esq. Turke & Strauss LLP 613 Williamson Street Suite 201 Madison, WI 53703 Email: petert@turkestrauss.com N. Tenant's Notice Address (subject to Article 25): With a copy to: 3 O. Rent Payments: Rent shall be paid to Landlord at c/o Crosstown Real Estate Advisors, LLC, 3543 Pulaski, Chicago, I L 60641 or such other parties and addresses as to which Landlord shall provide advance notice. P. Lease Contingency: This Lease, and all obligations of Landlord and Tenant hereunder, is conditioned upon Landlord obtaining on or before December 1, 2018 (the "Contingency Deadline"), a final and unconditional Cook County Class 6b TEERM Incentive for the Property. Landlord's condition to entering this Lease shall be deemed satisfied unless Landlord delivers written notice to Tenant on or before the Contingency Deadline that Landlord was unable to satisfy its condition to entering this Lease described in this paragraph. If Landlord makes timely delivery of such written notice to Tenant on or before the Contingency Deadline, this Lease shall be immediately terminated, and Landlord and Tenant shall have no further obligations under this Lease. Q. This Lease includes, and incorporates by this reference: Exhibit A-1: Property Exhibit A-2: Premises Exhibit A-3: Parking Spaces Exhibit B: Landlord's Work Exhibit C: Tenant Work Exhibit D: Rules Exhibit E: Signage Criteria The above provisions shall be interpreted and applied in accordance with the other provisions of this Lease. The terms of this Article, and the terms defined in Article 30 and other Articles, shall have the meanings specified therefor when used as capitalized terms in other provisions of this Lease or related documentation (except as expressly provided to the contrary therein). 9 ARTICLE 2: TERM AND COMMENCEMENT A. Term. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term, subject to the other provisions of this Lease. The term ("Term") of this Lease shall commence on the Commencement Date and end on the Expiration Date set forth in Article 1, unless sooner terminated as provided in this Lease, subject to adjustment as provided below and the other provisions of this Lease. B. Early Commencement. The Commencement Date, Rent and Tenant's other obligations shall be advanced to such earlier date as Tenant, with Landlord's written permission, commences occupying the Premises for business purposes. If such event occurs with respect to a portion of the Premises, the Commencement Date, Rent and Tenant's other obligations shall be so advanced with respect to such portion (and fairly prorated based on the rentable square footage involved). During any period that Tenant shall be permitted to enter the Premises prior to the Commencement Date other than to occupy the same for business purposes (e.g., to perform alterations or improvements), Tenant shall comply with all terms and provisions of this Lease, except those provisions requiring the payment of Rent. Landlord shall permit early entry, so long as the Premises are legally available, Landlord has completed any work required to be performed by Landlord under this Lease (or can reasonably accommodate the scheduling of minor work that Tenant desires to perform, such as cabling, without delaying any such Landlord work), and Tenant is in compliance with the other provisions of the Lease. Beginning thirty (30) days prior to the Commencement Date, Tenant shall have early access to the Premises in order to setup their business operations and IT cabling provided that Tenant does not thereby interfere with the completion of the construction of the Landlord's Work or occasion of any labor dispute as a result of such access or installations. C. Commencement Delays. Subject to Article 4, the Commencement Date, Rent and Tenant's other obligations shall be postponed to the extent Tenant is not reasonably able to occupy the Premises because Landlord fails, by the Commencement Date set forth in Article 1, to: (i) deliver possession of the Premises, and (ii) substantially complete any improvements to the Premises required to be performed by Landlord under this Lease, except to the extent that Tenant, its space planners, architects, contractors, agents or employees cause such failure. If such failure occurs with respect to a portion of the Premises, the Commencement Date, Rent and Tenant's other obligations shall be so postponed with respect to such portion, including Tenant's right to receive ten (10) full months of fifty percent (50%) Base Rent abatement with respect to such portion (and fairly prorated based on the rentable square footage involved). Any such delay in the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom, and Tenant's sole recourse with respect thereto shall be the postponement of Rent described herein. D. Adjustments and Confirmation. If the Commencement Date is advanced to an earlier date as provided above, the Expiration Date shall not be changed. If the Commencement Date is postponed as provided above, the Expiration Date shall be extended by the same length of time if Landlord so elects by notice to Tenant. If the adjusted Expiration Date occurs other than on the last day of a calendar month, Landlord may further elect by such notice to extend the Term so that the Expiration Date is the last day of such calendar month. Landlord and Tenant shall execute a confirmation of any dates as adjusted herein in such form as Landlord may reasonably request; any failure to respond within thirty (30) days after Landlord provides such written confirmation shall be deemed an acceptance of the dates set forth in Landlord's confirmation. If Tenant disagrees with Landlord's adjustment of such dates, Tenant shall pay Rent and perform all other obligations commencing and ending on the dates determined by Landlord, subject to refund or credit when the matter is resolved. E. Renewal Options. (i) Provided that as of the time of the giving of the Extension Notice (as such term is hereafter defined), no Default by Tenant under the Lease exists, then Tenant shall have the right to extend the Term for two (2) consecutive additional terms of three (3) years each (each such additional term, an "Extension Term") commencing on the day following the expiration of the then existing Term. Tenant shall give Landlord written notice (an "Extension Notice") of its election to extend the Term on or before the date that is nine (9) months prior to the commencement of the applicable Extension Term, but 5 in no event prior to the date that is twelve (12) months prior to the commencement of the applicable Extension Term. (ii) The Base Rent payable by Tenant to Landlord during each Extension Term shall be the then prevailing market rate for comparable space in the Property and comparable buildings in the vicinity of the Property (collectively, "Comparable Space") taking into account the size of the Premises, the length of the renewal term, any monetary and non -monetary concessions and inducements then being granted in the marketplace, and market escalations. In the event Landlord and Tenant fail to reach an agreement on such rental rate and execute a Renewal Amendment (defined below) within sixty (60) days after Landlord's receipt of the Extension Notice, then Landlord and Tenant shall attempt to agree in good faith upon a single real estate broker ("Appraiser") not later than (10) days after the expiration of such sixty (60) day negotiation period. If Landlord and Tenant are unable to agree upon a single Appraiser within such ten (10) day period, then Landlord and Tenant shall each appoint one Appraiser no later than fifteen (15) days thereafter, and Landlord and Tenant shall each give written notice to the other of such appointment at the time of such appointment. Within ten (10) days thereafter, the two appointed Appraisers shall appoint a third Appraiser. If either Landlord or Tenant fails to appoint its Appraiser and to give written notice thereof to the other party within the prescribed time period, the single Appraiser appointed shall determine the rental rate for the Premises in accordance with the requirements set forth herein. If both parties fail to appoint Appraisers within the prescribed time periods, then the first Appraiser thereafter selected by a party (such selection to be by written notice thereof to such Appraiser and the other party) shall determine the rental rate for the Premises in accordance with the requirements set forth herein. If a single Appraiser is used, then such Appraiser shall determine the rental rate for the Premises in accordance with the requirements set forth herein. Otherwise, the rental rate of the Premises shall be the arithmetic average of the two (2) of the three (3) appraisals which are closest in amount, and the third appraisal shall be disregarded. Each party shall bear the cost of its own Appraiser and the parties shall share equally the cost of the single or third Appraiser if applicable. All Appraisers shall have at least five (5) years' experience as real estate brokers with respect to the Comparable Space and shall not have been in the employ of the partyappointing same. (iii) Except for the Base Rent as determined above, Tenant's occupancy of the Premises during any Extension Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the Term; provided, however, Tenant shall have no further right to any allowances, free rent periods, rights of first refusal or any further options to renew or extend this Lease. (iv) If Tenant does not give the Extension Notice within the period set forth in subparagraph (i), all of Tenant's right to further extend the Term shall automatically terminate. Time is of the essence as to the giving of any Extension Notice. Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Extension Term. If the Term is extended for any Extension Term, then Landlord shall prepare and Tenant shall execute an amendment to this Lease, in form reasonably acceptable to the parties, confirming the extension of this Lease Term and the other provisions applicable thereto (a "Renewal Amendment"). If Tenant exercises its right to extend the Lease Term for any Extension Term pursuant to this Paragraph E, the defined term "Term" as used in this Lease, shall be construed to include, when practicable, the Extension Term. F. Right of First Refusal. (i) Landlord hereby grants Tenant a one-time right of refusal ("ROFR") to lease the space adjacent to the Premises, currently known as Suite B and as shown on Exhibit A-2 attached hereto (the "Expansion Space"), which shall be deemed to contain 13,231.00 square feet of rentable area for current purposes hereof, all on and subject to the following provisions. (ii) The ROFR hereby granted to Tenant shall be: (i) effective only if no Default by Tenant under the Lease exists, (ii) effective only if Tenant is occupying the entire Premises initially leased, and (iii) effective only if this Lease is then in full force and effect and Tenant's interest in this Lease has not been assigned. If Landlord receives a bona fide offer (the "Offer") from a third party to lease the Expansion Space, and the Offer is acceptable to Landlord, Landlord shall, prior to acceptance of the Offer, provide Tenant in writing with the material financial and other terms of the Offer, including without limitation, any tenant improvement allowances for the Expansion Space (the "Offer Notice"). Tenant shall respond to Landlord in writing within ten (10) business days after Tenant's receipt of the Offer Notice as C. to Tenant's decision whether to lease the Expansion Space upon the terms in the Offer Notice. Tenant's failure to notify Landlord within such time shall be deemed to be a decision to decline leasing the Expansion Space. If Tenant timely notifies Landlord that it desires to lease the Expansion Space covered by the Offer Notice, Landlord shall lease the Expansion Space to Tenant for the remainder of the Term upon the terms listed in the Offer Notice, and Landlord and Tenant shall promptly thereafter execute an amendment to this Lease to include the Expansion Space applying the terms in the Offer Notice, and to the extent not addressed in the Offer Notice, applying all other terms of the Lease. If Tenant fails to timely notify Landlord or declines to lease the Expansion Space which is the subject of an Offer Notice, Landlord may lease such Expansion Space to the third party identified in the Offer Notice and on substantially the same terms as set forth in the Offer Notice, the ROFR shall terminate and except as specified in this Lease, and Tenant shall have no further rights with respect to the Expansion Space. ARTICLE 3: BASE RENT AND ADDITIONAL RENT A. Base Rent. Tenant shall pay Landlord the monthly Base Rent set forth in Article 1 in advance on or before the first day of each calendar month during the Term; provided, Tenant shall pay Base Rent for the first full calendar month for which Base Rent is due upon the mutual execution of this Lease. B. Taxes, Insurance and Expenses. Tenant shall pay Tenant's Share of Taxes, Insurance and Expenses to Landlord in the manner described below. The foregoing capitalized terms shall have the meanings specified therefor in Articles 1 and 30. C. Payments. (i) Landlord may reasonably estimate in advance the amounts Tenant shall owe for Taxes, Insurance and Expenses for any full or partial calendar year of the Term. Tenant shall pay such estimated amounts, on a monthly basis, on or before the first day of each calendar month, together with Tenant's payment of Base Rent; provided, that, if Base Rent shall be abated, Tenant shall make payments of Tenant's Share of Taxes, Insurance and Expenses on or before the first day of each calendar month as provided in this Article 3 notwithstanding any abatement of Base Rent. Landlord may reasonably adjust such estimate from time to time. (ii) Within one hundred twenty (120) days after the end of each calendar year, Landlord shall provide a statement (the "Statement") showing: (a) the amount of actual Taxes, Insurance and Expenses for such calendar year, with a listing of amounts for major categories of Expenses, (b) any amount paid by Tenant towards Taxes, Insurance and Expenses during such calendar year on an estimated basis, and (c) any revised estimate of Tenant's obligations for such items for the current year. (iii) If the Statement shows that Tenant's estimated payments were less than Tenant's actual obligations for Taxes, Insurance and Expenses for such year, Tenant shall pay the difference within thirty (30) days after Landlord delivers the Statement. If the Statement shows that Tenant's estimated payments exceeded Tenant's actual obligations for Taxes, Insurance and Expenses, Landlord shall credit the difference against the payment of Rent next due. However, if the Term shall have expired and no further Rent shall be due, Landlord shall provide a prompt refund of such difference with the final Statement for such year. (iv) If the Statement shows a further increase in Tenant's estimated payments for the current calendar year, Tenant shall: (a) thereafter pay the new estimated amount until Landlord further revises such estimated amount, and (b) pay the difference between the new and former estimates for the period from January 1 of the current calendar year through the month in which the Statement is sent within thirty (30) days after Landlord delivers the Statement. (v) In lieu of providing one Statement covering Taxes, Insurance and Expenses, Landlord may provide separate statements. So long as Tenant's obligations hereunder are not materially adversely affected thereby, Landlord reserves the right to reasonably change the manner or timing of Tenant's payments for Taxes, Insurance and Expenses. 7 D. Tax Refunds, Protest Costs, Fiscal Years and Special Assessments. Landlord shall each year: (i) credit against Taxes any refunds received during such year, whether or not for a prior year, (ii) include in Taxes any additional amount paid during such year involving an adjustment to Taxes for a prior year due to supplemental assessment or other reason, (iii) for Taxes payable in installments over more than one year, include only the minimum amounts payable each year and any interest thereon, and (iv) include, in either Taxes or Expenses, any reasonable fees for attorneys, consultants and experts, and other costs paid during such year in attempting to protest, appeal or otherwise seek to reduce or minimize Taxes (but only to the extent a reduction in Taxes or Expenses occurs as a result thereof). Notwithstanding anything to the contrary contained in this Lease, if any taxing authority, at any time, uses a fiscal year other than a current calendar year, Landlord may require payments by Tenant based on: (a) amounts paid or payable during each calendar year, or (b) amounts paid or payable for or during each fiscal tax year. E. Grossing Up and Tenant's Share Adjustments. In order to allocate variable Expenses (i.e. those items that vary based on occupancy levels) among those parties who are leasing space when the Property is not fully occupied during all or a portion of any calendar year, Landlord may reasonably determine the amount of such variable Expenses that would have been paid had the Property been fully occupied, and the amount so determined shall be deemed to have been the amount of variable Expenses for such year (rather than adjusting Tenant's Share by subtracting vacant space from the denominator). Similarly, if Landlord is not furnishing any particular utility or service to a tenant during any period (the cost of which, if performed by Landlord, would be included in Expenses), such as where a single building tenant in a complex arranges for its own landscaping, Landlord may for such period: (i) exclude the rentable area of such tenant from the rentable area of the Property in computing Tenant's Share of such utility or service, or (ii) reasonably adjust Expenses to reflect the additional amount that would reasonably have been incurred had Landlord furnished such utility or service to such tenant (rather than adjusting Tenant's Share). "Tenant's Share" shall be subject to other adjustments under the definition thereof in Article 30. F. Prorations; Payments After Term Ends. If the Term commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, the Base Rent and any other amounts payable on a monthly basis shall be prorated on a per diem basis for such partial calendar months. If the Base Rent is scheduled to increase under Article 1 other than on the first day of a calendar month, the amount for such month shall be prorated on a per diem basis to reflect the number of days of such month at the then current and increased rates, respectively. If the Term commences other than on January 1, or ends other than on December 31, Tenant's obligations to pay amounts towards Taxes, Insurance and Expenses for such first or final calendar years shall be prorated on a per diem basis to reflect the portion of such years included in the Term. Tenant's obligations to pay any amounts accruing during, or relating to, the period prior to expiration or earlier termination of this Lease, shall survive such expiration or termination. G. Landlord's Accounting Practices and Records. Landlord shall maintain records respecting Taxes, Insurance and Expenses and determine the same in accordance with sound accounting and management practices consistently applied in accordance with this Lease. Tenant's employees (or any public accounting firm acting for Tenant on a non -contingent fee basis) shall have the right to review such records by sending notice to Landlord no later than ninety (90) days following the furnishing of the Statement specifying such records as Tenant reasonably desires to review. Such review shall be subject to the continuing condition that Tenant not be in Default, and subject to reasonable scheduling by Landlord during normal business hours at the place or places where such records are normally kept. No later than forty-five (45) days after Landlord makes such records available for review, Tenant shall send Landlord notice specifying any exceptions that Tenant takes to matters included in such Statement, Tenant's detailed reasons for each exception which support a conclusion that such exception properly identifies an error in such Statement, and a complete copy of the review report. Such Statement shall be considered final and binding on Tenant, except as to matters to which exception is taken after review of Landlord's records in the foregoing manner and within the foregoing times. The foregoing times for sending Tenant's notices hereunder are critical to Landlord's budgeting process, and are therefore of the essence of this Paragraph. If Tenant takes timely exception as provided herein, Landlord may seek certification from an independent certified public accountant or financial consultant (who shall be subject to Tenant's reasonable approval) as to the proper amount of Taxes, Insurance and Expenses or the items M. as to which Tenant has taken exception. In such case: (i) such certification shall be considered final and binding on both parties (except as to additional amounts not then known or omitted by error), and (ii) Tenant shall pay Landlord for the reasonable cost of such certification, unless it shows that Taxes, Insurance and Expenses were overstated by a net amount of five percent (5%) or more in which event Landlord shall pay for the entire cost of such certification. Pending review of such records and resolution of any exceptions, Tenant shall pay the amounts shown on such Statement, subject to credit, refund or additional payment after any such exceptions are resolved. H. General Payment Matters. Base Rent, Taxes, Insurance, Expenses and any other amounts which Tenant is or becomes obligated to pay Landlord under this Lease or other agreement entered in connection herewith are sometimes herein referred to collectively as "Rent," and all remedies applicable to the non-payment of rent shall be applicable thereto. Tenant shall pay Rent in good funds and legal tender of the United States of America, together with any applicable sales tax or other taxes on Rent as further described in Article 14. Tenant shall pay Rent without any deduction, recoupment, set-off or counterclaim, and without relief from any valuation or appraisement laws, except as may be expressly provided in this Lease. No delay by Landlord in providing the Statement (or separate statements) shall be deemed a default by Landlord or a waiver of Landlord's right to require payment of Tenant's obligations for actual or estimated Taxes, Insurance or Expenses. In no event shall a decrease in Taxes, Insurance or Expenses serve to decrease Base Rent. Landlord may apply payments received from Tenant to any obligations of Tenant then accrued, without regard to obligations designated by Tenant. ARTICLE 4: CONDITION OF PREMISES A. Condition of Premises and Landlord Work. Tenant has inspected, or had an opportunity to inspect, the Premises (and portions of the Property, Systems and Equipment providing access to or serving the Premises) and agrees to accept the Premises "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided under this Lease. With respect to the work that Landlord shall perform, as set forth on Exhibit B attached hereto (the "Landlord's Work"): (i) Landlord shall use diligent, good faith efforts to substantially complete such Landlord's Work to an extent that Tenant can reasonably occupy the Premises by the Commencement Date set forth in Article 1, subject to Article 2 and the other provisions of this Lease, (ii) Tenant shall use diligent, good faith efforts to cooperate, and to cause its space planners, architects, contractors, agents and employees to cooperate, diligently and in good faith with Landlord and any space planners, architects, contractors or other parties designated by Landlord, so that such Landlord's Work can be planned, permits can be obtained, and the Landlord's Work can be substantially completed by the Commencement Date set forth in Article 1, and (iii) the Commencement Date, Rent and Tenant's other obligations shall be subject to adjustment as described in Article 2. In the event of any dispute as to whether such Landlord's Work has been substantially completed, Landlord may refer the matter to a licensed architect (subject to Tenant's reasonable approval), whose professional good faith decision shall be final and binding on the parties. B. Tenant Improvement Allowance and Tenant Work. Tenant may make initial improvements to the interior of the Premises and the Landlord agrees to reimburse the Tenant, as a tenant improvement allowance, up to One Hundred Sixty -Five Thousand Dollars ($165,000.00) ("Tenant Improvement Allowance") for the actual costs of such improvements, all subject to and in accordance with the terms and conditions set forth in Exhibit C attached hereto. Tenant may apply up to $40,000 of any unused Tenant Improvement Allowance toward payments of Rent. ARTICLE 5: QUIET ENJOYMENT Landlord agrees that, if Tenant timely pays the Rent and performs the terms and provisions hereunder, Tenant shall hold the Premises during the Term free of lawful claims by any party acting by or through Landlord, subject to all other terms and provisions of this Lease. ARTICLE 6: UTILITIES AND SERVICES A. Tenant to Obtain Utilities and Services. Tenant shall obtain in Tenant's own name and pay the utility company or other provider directly for all utilities and services furnished to or for the Premises, M including without limitation, electricity, gas, water, sewer, steam, fire protection, telephone and other communication services, utilities for heating, ventilating and air-conditioning ("HVAC"), alarm and other security services, pest and rodent control, janitorial, cleaning and trash collection, including all connection, disconnection and maintenance charges, deposits, taxes or fees therefor. Landlord reserves the right to designate the companies that shall provide utilityservices. B. Separate Metering. The Premises are separately metered for all metered utilities serving the Property. C. Installation, Connection and Use of Utility Equipment. Tenant shall install and connect all equipment and lines required to supply such utilities to the extent not already available at or serving the Premises, or at Landlord's option shall repair, alter or replace any such existing items (or Tenant shall share the costs thereof for any HVAC unit or other equipment shared with other tenants as described in Article 8). Tenant shall not install any equipment or fixtures, or use the same, so as to exceed the safe and lawful capacity of any utility equipment or lines serving the same. The maintenance and repair of all such items shall be as further provided in Article 8, and the installation, alteration, replacement or connection of any utility equipment and lines shall be subject to the requirements for alterations of the Premises set forth in Article 9. Tenant shall ensure that all HVAC equipment is operated, and any new or additional HVAC equipment is installed, at all times in a manner to prevent roof leaks, damage or noise due to vibrations or improper installation, maintenance or operation. Tenant shall keep the Premises sufficiently heated to avoid freezing of pipes. D. Interruptions. Landlord shall not be liable in damages or otherwise for any failure or interruption of Tenant's utilities or services, and Tenant shall not be entitled to terminate this Lease or abate any portion of the Rent due under the Lease as a result of such failure or interruption except in the event that such cessation of utilities or services is caused by the intentional or negligent acts of Landlord or its agents, lasts more than seven (7) consecutive days and as a result thereof Tenant cannot conduct its business in the Premises, then in such event, all Rent shall be abated from the date of cessation or disruption until such time as the utility or service is restored. ARTICLE 7: USE, COMPLIANCE WITH LAWS, AND RULES A. Use of Premises. Tenant shall use the Premises only for the permitted use identified in Article 1, and no other purpose whatsoever, subject to the other provisions of this Article and this Lease. B. Compliance with Laws. Except as otherwise disclosed to Tenant prior to the date of this Lease, Landlord represents and warrants to Tenant, as of the date hereof, that Landlord has not received any written notice from any governmental body alleging that the Premises or Property is in violation of any Law. In the event it is subsequently discovered that the Premises or Property was in violation of any Law prior to the date of this Lease, Landlord shall perform any such correction to bring the Premises or Property into compliance, at Landlord's sole cost and expense and without reimbursement from Tenant as an Expense or otherwise. Tenant shall comply with all Laws relating to the Premises and Tenant's use of the Premises and Property, and shall promptly reimburse Landlord for any expenses Landlord incurs for work or other matters relating to areas outside of the Premises in order to comply with Laws as a result of Tenant's use of the Premises or Property; provided, Tenant shall not be required by this provision to perform any improvements to the Premises unless required by a Law pertaining to: (i) Tenant's particular use of the Premises (as opposed to a Law that applies to all tenants in general), (ii) Work performed by or for Tenant or any Transferee (i.e. excluding any improvements or work that Landlord is required to perform under this Lease), or (iii) other acts or omissions of Tenant or any Transferee. C. Rules. Tenant shall comply with the Rules set forth in Exhibit D attached hereto (the "Rules"). Landlord shall have the right, by notice to Tenant, to reasonably amend such Rules and supplement the same with other reasonable Rules relating to the Property, or the promotion of safety, care, efficiency, cleanliness or good order therein. Although Landlord shall not discriminate against Tenant in the enforcement of the Rules, nothing herein shall be construed to give Tenant or any other Person any claim, demand or cause of action against Landlord arising out of the violation of Laws or the Rules by any other tenant or visitor of the Property, or out of the enforcement, modification or waiver of 10 the Rules by Landlord in any particular instance. D. Other Requirements. So long as Tenant receives written notification of the applicable requirements, Tenant shall not use or permit the Premises or Property to be used in a way that will: (i) violate the requirements of Landlord's insurers, the American Insurance Association, or any board of underwriters, (ii) cause a cancellation of Landlord's policies, impair the insurability of the Property, or increase Landlord's premiums (any such increase shall be paid by Tenant without such payment being deemed permission to continue such activity or a waiver of any other remedies of Landlord), or (iii) violate the requirements of any Lenders, the certificates of occupancy issued for the Premises or the Property, or any other requirements, covenants, conditions or restrictions affecting the Property at any time. E. Floor Overloading. Tenant shall not bring upon the Premises, the Property or any part thereof, any machinery, equipment or articles that by reason of weight, size or use might, in the reasonable opinion of the Landlord, damage or otherwise overload the floors in the Premises, the Property or any part thereof. Tenant shall promptly repair any damage caused by the machinery, equipment and articles described in this section and will be liable to Landlord for the cost of any repairs made by Landlord as a result of such damage. F. Systems and Equipment Overloading. Tenant shall not install any machinery or equipment which would exceed or overload the capacity of the Systems or Equipment on the Property. If Tenant desires to install such machinery and equipment, then upon the prior written approval of Landlord, which shall not be unreasonably withheld, Tenant may install, at its sole cost and expense, subject to Article 23, any additional Systems and Equipment as are necessary to prevent the overloading and overuse of the Systems and Equipment on the Property. Tenant shall promptly repair any damage caused to the Systems and Equipment, and shall be liable to Landlord for the cost of any repairs made by Landlord as a result of such damage. IZITTIU .1. M717 7 - H. Tenant Parking. Tenant shall have the non-exclusive use of the parking spaces on a first-come, first-served basis; provided, however, in no event shall Tenant use more than Tenant's Share of the total number of parking spaces on the Property. By way of example and not of limitation, if there are 62 parking spaces on the Property, then Tenant shall be entitled to use a maximum of 43 parking spaces. J. Common Areas. Tenant's rights under this Lease shall expressly include the right to use in common with other tenants and occupants of the Building the common parking areas, service roads, loading and unloading facilities, including the shared loading and unloading facilities as shown on Exhibit A-2 ("Shared Loading Dock Area"), sidewalks, driveways, entrances and exits, hallways, walkways, and other areas designated by Landlord for the common use of tenants and guests of the Building in general, as the same may exist from time to time, subject to the other provisions of this Lease. Notwithstanding anything to the contrary herein, Tenant shall have the right to exclusive use of one interior loading dock and one door both in the location shown on Exhibit A-2. ARTICLE 8: MAINTENANCE AND REPAIRS A. Tenant Maintenance and Repairs. Tenant shall keep and maintain the Premises in good and sanitary condition, working order and repair, in compliance with all applicable Laws as described and subject to the limitations set forth in Article 7, and as required under other provisions of this Lease (including the Rules), including any carpet and other flooring material, paint and wall -coverings, entrances, entry and interior doors, windows, ceilings, interior sides of demising walls and all interior walls and partitions, lighting fixtures (including bulbs, tubes and ballasts), refrigeration systems and equipment, interior drainage systems, plumbing fixtures and equipment, lines for water and sewer (including free flow up to the common sewer line), dock boards, dock levelers and/or dock bumpers, overhead truck doors, keys and locks, fire extinguishers, sprinklers and other fire protection systems (including any modifications or 11 additional sprinkler heads required by reason of Tenant's business, leasehold improvements or the location of Tenant's partitions, trade fixtures or other items), trade fixtures, alterations, improvements, and systems and equipment in or exclusively serving the Premises whether installed by Landlord or Tenant. In the event that any repairs, maintenance or replacements are required, Tenant shall promptly notify Landlord and arrange for the same by engaging such contractors reasonably approved by Landlord in advance in writing and otherwise in compliance with Article 9 respecting "Work". Tenant shall promptly notify Landlord concerning the necessity for any repairs or other work hereunder and upon completion thereof. Subject to Article 10.0 below, Tenant shall pay Landlord for any repairs, maintenance and replacements to areas of the Property outside the Premises caused, in whole or in part, as a result of moving any furniture, fixtures, or other property to or from the Premises, or otherwise by Tenant or its employees, agents, contractors, or visitors, except normal wear and tear. B. HVAC Maintenance. Landlord represents and warrants to Tenant that as of the Commencement Date, all HVAC equipment serving the Premises is in good working order and repair. Tenant, at Tenant's sole cost and expense, shall enter into written maintenance contracts with competent, licensed contractors reasonably approved by Landlord in advance in writing and otherwise in compliance with Article 9 respecting "Work". Such contracts shall include: (i) inspection, cleaning and testing at least quarterly (or more frequently if required by applicable Law), and (ii) any servicing, maintenance, repairs and replacements of filters, belts or other items determined to be necessary or appropriate as a result of such inspections and tests, or by the manufacturers' warranty, service manual or technical bulletins, or otherwise required to ensure proper and efficient operation, including emergency work. Tenant shall be responsible for the maintenance and repair of HVAC equipment exclusively serving the Premises, provided that Tenant's responsibility for the collective costs of repair (but not maintenance) of HVAC equipment shall be capped at $1,500 per year. Costs of repair (but not maintenance) of HVAC equipment that exceed such $1,500 per year cap shall be Landlord's sole cost. Landlord shall be responsible for the replacement of major HVAC equipment. Landlord's costs for repair of HVAC equipment that exceed such $1,500 per year cap and replacement of major HVAC equipment shall be included in Expenses to the extent permitted in the definition thereof in Article 30. C. Shared Equipment. If the Premises is served by Systems or Equipment (excepting HVAC equipment) that also serve one or more other tenants, Tenant shall reimburse Landlord for Tenant's reasonable share of all costs incurred by Landlord in making such arrangements or performing such work (such share to be based on the ratio of the square footage of the Premises to the square footage of the areas occupied by such other tenant or tenants, or at Landlord's option such other factors as Landlord shall deem reasonable). D. Landlord Maintenance and Repairs. Except to the extent repair is made necessary by actions or omissions of Tenant, its employees, agents, contractors or invitees (for which Tenant shall be obligated to make all such repairs), Landlord shall keep the roof, foundation, structural components of exterior walls of the Premises, and common areas of the Property, in good and sanitary condition, working order and repair (the cost of which shall be included in Expenses to the extent permitted in the definition thereof in Article 30). However, if Landlord desires to replace the roof, it is Landlords responsibility to do so at Landlord's own cost and shall not be passed through to Tenant as Expenses. As conditions to Landlord's repair obligations, Tenant shall give Landlord reasonable prior notice of the necessity for such repairs. E. Landlord's Limited Warranty. Notwithstanding anything contained herein to the contrary, Landlord shall warrant that the HVAC systems serving the Building shall be in good working condition for a period of twelve (12) consecutive months beginning on the Commencement Date ("Warranty Period"). Pursuant to the foregoing warranty (the "Landlord's Warranty"), Landlord, at Landlord's sole cost and expense, shall be required to make all repairs and replacements of the components of the HVAC systems serving the Building which are reasonably necessary, provided that Landlord receives written notice during the Warranty Period of the need for such repairs and replacements. The costs of any repairs or replacements made pursuant to Landlord's Warranty shall not be included in Operating Expenses. ARTICLE 9: ALTERATIONS AND LIENS A. Alterations and Approval. Tenant shall not attach any fixtures, equipment or other 12 items to the Premises, or paint or make any other additions, changes, alterations or improvements to the Premises or the Systems and Equipment serving the Premises (all such work is referred to collectively herein as the "Work"), (excluding interior alterations and improvements not exceeding $20,000.00 and not affecting structural components or the Systems and Equipment) without the prior written consent of Landlord. Landlord shall not unreasonably withhold consent, except that Landlord reserves the right to withhold consent in Landlord's sole discretion for Work affecting the structure, safety, efficiency or security of the Property or Premises. Landlord may only require removal of Work installed by or for Tenant as provided under Article 23. B. Approval Conditions. Landlord reserves the right to impose reasonable requirements as a condition of such consent or otherwise in connection with the Work, including requirements that Tenant: (i) use parties contained on Landlord's approved list or submit for Landlord's prior written approval the names, addresses and background information concerning all architects, engineers, contractors, subcontractors and suppliers Tenant proposes to use, (ii) submit for Landlord's written approval detailed plans and specifications which, if reasonably requested by Landlord, shall be prepared by licensed and competent architects and engineers, (iii) obtain and post permits, (iv) to the extent the cost of such Work exceeds $50,000.00, provide additional insurance, and/or other reasonable security and/or documentation protecting against damages, liability and liens, (v) permit Landlord or its representatives to inspect the Work at reasonable times, and (vi) comply with such other reasonable requirements as Landlord may impose concerning the manner and times in which such Work shall be done. If Landlord consents, inspects, supervises, recommends or designates any architects, engineers, contractors, subcontractors or suppliers, the same shall not be deemed a warranty as to the adequacy of the design, workmanship or quality of materials, or compliance of the Work with the plans and specifications or any Laws. C. Performance of Work. All Work shall be performed: (i) in a thoroughly first class, professional and workmanlike manner, (ii) only with materials that are new, high quality, and free of material defects, (iii) only by parties, and strictly in accordance with plans, specifications, and other matters, approved or designated by Landlord in advance in writing, (iv) so as not to adversely affect the Systems and Equipment or the structure of the Property, (v) diligently to completion and so as to avoid any disturbance, disruption or inconvenience to other tenants and the operation of the Property, and (vi) in compliance with all Laws, the Rules and other provisions of this Lease, and such other reasonable requirements as Landlord may impose concerning the manner and times in which such Work shall be done. Landlord may require that any floor, wall or ceiling coring work or penetrations or use of noisy or heavy equipment which may interfere with the conduct of business by other tenants be performed at times other than normal building hours (at Tenant's sole cost). If Tenant fails to perform the Work as required herein or the materials supplied fail to comply herewith or with the specifications approved by Landlord, Landlord shall have the right to temporarily stop the applicable portions of the Work pending Tenant's cure of such failure. Upon completion of any Work hereunder, Tenant shall provide Landlord with "as built" plans, copies of all construction contracts, and proof of payment for all labor and materials. D. Liens. Tenant shall pay all costs for the Work when due. Tenant shall keep the Property, Premises and this Lease free from any mechanic's, materialman's, architect's, engineer's or similar liens or encumbrances, and any claims therefor, or stop or violation notices, in connection with any Work. If contemplated under applicable statutory procedures, Tenant shall post and record appropriate notices of non -responsibility on behalf of Landlord, and shall give Landlord notice at least ten (10) days prior to the commencement of any Work (or such additional time as may be necessary under applicable Laws), to afford Landlord the opportunity of posting and recording any other notices of non -responsibility. Tenant shall remove any such claim, lien or encumbrance, or stop or violation notices of record, by bond or otherwise within thirty (30) days after Landlord provides notice. If Tenant fails to do so, Landlord may pay the amount (or any portion thereof) or take such other reasonable action as Landlord deems necessary to remove such claim, lien or encumbrance, or stop or violation notices, without being responsible for investigating the validity thereof. The amount so paid and costs incurred by Landlord shall be deemed additional Rent under this Lease payable upon demand, without limitation as to other remedies available to Landlord. Nothing contained in this Lease shall authorize Tenant to do any act that subjects Landlord's title to, or any Lender's interest in, the Property or Premises to any such claims, liens or encumbrances, or stop or violation notices, whether claimed pursuant to statute or other Law or express or implied contract. 13 E. Landlord's Fees and Costs. Tenant shall pay Landlord's reasonable and actual out-of- pocket costs incurred in connection with the review by Landlord's structural engineer of any proposed Work requiring structural modifications to the Premises or Property, payable within thirty (30) days after billing. ARTICLE 10: INSURANCE, SUBROGATION, AND WAIVER OF CLAIMS A. Required Insurance. Tenant shall maintain during the Term: (i) commercial general liability ("CGL") insurance, with limits of not less than $1,000,000 for personal injury, bodily injury or death, and property damage or destruction (including loss of use thereof), combined single limit, for any one occurrence, and $2,000,000 in the aggregate per policy year, with endorsements: (a) for contractual liability covering Tenant's indemnity obligations under this Lease, and (b) adding Landlord, the management company for the Property, and other parties reasonably designated by Landlord, as additional insureds, and (ii) primary, noncontributory, extended coverage or "all-risk" property damage insurance (including installation floater insurance during any alterations or improvements that Tenant makes to the Premises) covering any alterations or improvements beyond any work or allowance provided by Landlord under this Lease, and Tenant's personal property, business records, fixtures and equipment, for damage or other loss caused by fire or other casualty or cause including, but not limited to, vandalism and malicious mischief, theft, water damage of any type, including sprinkler leakage, bursting or stoppage of pipes, explosion, and other insurable risks (excluding earthquake or flood coverage) for not less than the full insurable replacement value of such property and full insurable value of such other interests of Tenant (subject to reasonable deductible amounts). B. Certificates and Other Matters. Tenant shall provide Landlord with certificates evidencing the coverage required hereunder prior to the Commencement Date, or Tenant's entry to the Premises for delivery of materials or construction of improvements or any other purpose (whichever first occurs). Such certificates shall state that such insurance coverage shall require prior written notice to Landlord of any cancellation or termination of the policy to the extent provided under such policy, and shall include, as attachments, originals of the additional insured endorsements to Tenant's CGL policy required above. Tenant shall provide renewal certificates to Landlord prior to expiration of such policies. Except as provided to the contrary herein, any insurance carried by Landlord or Tenant shall be for the sole benefit of the party carrying such insurance. Tenant's insurance policies shall be primary to all policies of Landlord and any other additional insureds (whose policies shall be deemed excess and non- contributory). All insurance required hereunder shall be provided by responsible insurers licensed in the State in which the Property is located, and shall have a general policy holder's rating of at least A- and a financial rating of at least X in the then current edition of Best's Insurance Reports. Landlord disclaims any representation as to whether the foregoing coverages will be adequate to protect Tenant. C. Mutual Waiver of Claims and Subrogation. The parties hereby mutually waive all claims against each other for all losses covered or required to be covered hereunder by their respective insurance policies, and waive all rights of subrogation of their respective insurers; for purposes hereof, any deductible amount shall be treated as though it were recoverable under such policies. SUCH MUTUAL WAIVER OF CLAIMS SHALL APPLY REGARDLESS OF THE NEGLIGENCE OF THE OTHER PARTY OR ITS AFFILIATES, AGENTS OR EMPLOYEES. The parties agree that their respective insurance policies are now, or shall be, endorsed such that said waiver of subrogation shall not affect the right of the insured to recover thereunder. ARTICLE 11: CASUALTY DAMAGE A. Restoration. Tenant shall promptly notify Landlord of any damage to the Premises by fire or other casualty. If the Premises or any common areas of the Property providing access thereto shall be damaged by fire or other casualty, Landlord shall restore the same. Such restoration shall be to substantially the same condition as prior to the casualty, except for modifications required by zoning and building codes and other Laws or by any Lender, any other modifications to the common areas deemed desirable by Landlord (provided access to the Premises is not materially impaired), and except that Landlord shall not be required to repair or replace any of Tenant's furniture, furnishings, fixtures, systems or equipment, or any alterations or improvements in excess of any work or allowance provided by Landlord under this Lease. Tenant shall reasonably cooperate in approving any plans for repairs to the 14 Premises hereunder, and in vacating the Premises to the extent reasonably required to avoid any interference or delay in Landlord's repair work. Promptly following completion of Landlord's work, Tenant shall repair and replace Tenant's furniture, furnishings, fixtures, systems or equipment, and any alterations or improvements made by Tenant in excess of those provided by Landlord, subject to and in compliance with the other provisions of this Lease. B. Abatement of Rent. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's business resulting in any way from such damage or the repair thereof. However, Landlord shall allow Tenant a proportionate abatement of Rent from the date of the casualty through the date that Landlord substantially completes Landlord's repair obligations hereunder (or the date that Landlord would have substantially completed such repairs, but for delays by Tenant or any other occupant of the Premises, or any of their agents, employees, invitees, Transferees and contractors) and also extending through the date of Tenant's replacement of its furniture, furnishings, fixtures, systems or equipment, and any alterations or improvements made by Tenant in excess of those provided by Landlord, provided such abatement shall apply only to the extent the Premises are untenantable for the purposes permitted under this Lease and not used by Tenant as a result thereof, based proportionately on the square footage of the Premises so affected and not used. C. Termination of Lease. Notwithstanding the foregoing to the contrary, in lieu of performing the restoration work, Landlord or Tenant may elect to terminate this Lease by notifying the other party in writing of such termination within ninety (90) days after the date of damage (such termination notice to include a termination date providing at least thirty (30) days for Tenant to vacate the Premises), if the Property shall be damaged by fire or other casualty or cause such that: (i) repairs to the Premises and access thereto cannot reasonably be completed within 365 days after the casualty without the payment of overtime or other premiums, (ii) more than twenty-five percent (25%) of the Premises is affected by the damage and fewer than twenty-four (24) months remain in the Term, or any material damage occurs to the Premises during the last twelve (12) months of the Term. Tenant agrees that the abatement of Rent provided herein shall be Tenant's sole recourse in the event of such damage, unless the damage is due to Landlord's gross negligence, and waives any other rights Tenant may have under any applicable Law to perform repairs or otherwise terminate the Lease by reason of damage to the Premises or Property. ARTICLE 12: CONDEMNATION If any material portion of the rentable area of the Premises (as reasonably determined by Tenant) shall be taken by power of eminent domain or condemned by a competent authority or by conveyance in lieu thereof for public or quasi -public use ("Condemnation"), including any temporary taking for a period of one year or longer, then either Landlord or Tenant may elect to terminate this Lease effective on the date possession for such use is so taken, by giving notice to the other party no later than one hundred and twenty (120) days after receiving notice of the filing of the Condemnation. If less than the foregoing amount of the Premises is taken, but the taking includes or affects a material portion of the Building or Property then Landlord may elect to terminate this Lease upon at least thirty (30) days' prior notice to Tenant. The parties further agree that: (a) if this Lease is terminated, all Rent shall be apportioned as of the date of such termination or the date of such taking, whichever shall first occur, (b) if the taking is temporary, Rent shall be abated for the period of the taking, and Landlord may seek a condemnation award therefor (and the Term shall not be extended thereby), and (c) if this Lease is not terminated but any part of the Premises is permanently taken, the Rent shall be proportionately abated based on the square footage of the Premises so taken. Landlord shall be entitled to receive the entire award or payment in connection with such Condemnation and Tenant hereby assigns to Landlord any interest therein for the value of Tenant's unexpired leasehold estate or any other claim and waives any right to participate therein, except that Tenant shall have the right to file any separate claim available to Tenant for moving expenses, any taking of Tenant's personal property or loss of business goodwill. ARTICLE 13: ASSIGNMENT AND SUBLETTING A. Transfers. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld and be provided within ten (10) business days after receipt of the notice, as further described below: (i) assign, mortgage, pledge, hypothecate, encumber, or permit any 15 lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of Law or otherwise, (ii) sublet the Premises or any part thereof, or (iii) permit the use of the Premises by any Persons other than Tenant and its employees (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any Person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant shall desire Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice shall include: (a) the proposed effective date (which shall not be less than thirty (30) nor more than 180 days after Tenant's notice), (b) the portion of the Premises to be Transferred (herein called the "Subject Space"), (c) the terms of the proposed Transfer and the consideration therefor, the name, address and background information concerning the proposed Transferee, and a true and complete copy of all proposed Transfer documentation, (d) financial statements (balance sheets and income/expense statements for the current and prior year) of the proposed Transferee, in form and detail reasonably satisfactory to Landlord, certified by an officer, partner or owner of the Transferee, and (e) any other reasonable information to enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space or as Landlord may reasonably request. Any Transfer made without complying with this Article shall, at Landlord's option, be null, void and of no effect, or shall constitute a Default under this Lease. Whether or not Landlord shall grant consent, Tenant shall pay all reasonable out-of-pocket expenses incurred by Landlord in its review and processing of such proposed Transfer (up to a maximum of $1,500.00), within thirty (30) days after Landlord's written request. B. Approval. Landlord will not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in Tenant's notice. The parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any proposed Transfer where one or more of the following applies (without limitation as to other reasonable grounds for withholding consent): (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality or nature of the Property or other tenants of the Property, (ii) the Transferee intends to use the Subject Space for purposes which are not permitted under this Lease, would result in more than a reasonable number of occupants, or would require materially increased services by Landlord, (iii) the Subject Space is not regular in shape with appropriate means of ingress and egress suitable for normal renting purposes in compliance with Laws, (iv) the Transferee is a government, or agency or instrumentality thereof, (v) the Transferee does not have, in Landlord's good faith determination, a reasonable financial condition in relation to the obligations to be assumed in connection with the Transfer, (vi) the Transfer involves a partial or collateral assignment, mortgage or other encumbrance on this Lease, (vii) the Transfer would cause Landlord to be in violation of any Laws or any other lease, Mortgage or agreement to which Landlord is a party, or would give a tenant of the Property a right to cancel its lease, or (viii) Tenant has committed and failed to cure a Default. If Tenant disagrees with Landlord's decision to deny approval, Tenant's sole remedy shall be to seek immediate declaratory and injunctive relief, and to recover attorneys' fees and costs as a prevailing party under Article 17. C. Transfer Premiums. If Landlord consents to a Transfer, and as a condition thereto which the parties hereby agree is reasonable, Tenant shall retain fifty percent (50%) of any Transfer Premium, and shall pay Landlord fifty percent (50%) of any Transfer Premium, derived by Tenant from such Transfer. "Transfer Premium" shall mean: (i) for a lease assignment, all consideration paid or payable therefor, and (ii) for a sublease, all rent, additional rent or other consideration paid by such Transferee in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is transferred). In any such computation, Tenant: (a) may subtract any reasonable direct out-of-pocket costs incurred in connection with such Transfer, such as advertising costs, brokerage commissions, attorneys' fees and leasehold improvements for the Subject Space, and (b) shall include in the "Transfer Premium" any so-called "key money" or other bonus amount paid by Transferee to Tenant, and any payments in excess of fair market value for services rendered by Tenant to Transferee or in excess of fair market value for assets, fixtures, inventory, equipment or furniture transferred by Tenant to Transferee. Tenant shall pay the percentage of the Transfer Premium due Landlord within thirty (30) days after Tenant receives any Transfer Premium. D. Terms of Consent. If Landlord consents to a Transfer: (i) the terms and conditions of this Lease, including Tenant's liability for the Subject Space, shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) no Transferee shall succeed to any rights provided in this Lease or any amendment hereto to extend the Term of this Lease, expand the Premises, exercise a right of first refusal, or lease other space, any such rights being deemed personal to the initial Tenant, (iv) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, and (v) Tenant shall furnish a statement setting forth in detail the computation of any Transfer Premium that Tenant has derived and shall derive from such Transfer. Landlord or its representatives shall have the right at reasonable times to audit the books, records and papers of Tenant and any Transferee relating to any Transfer, and to make copies thereof. If a Transfer Premium is found understated, Tenant shall pay the deficiency within thirty (30) days after billing (and if understated by more than five percent (5%), Tenant shall include with such payment Landlord's reasonable costs of such audit). Any sublease hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any sublease, whether based on Default or mutual agreement, Landlord shall have the right to: (a) deem such sublease as merged and canceled and repossess the Subject Space by any lawful means, or (b) require that such subtenant attorn to and recognize Landlord as its landlord under such sublease with respect to obligations arising thereafter, subject to the terms of Landlord's standard form of attornment documentation. If Tenant shall commit a Default under this Lease, Landlord is hereby irrevocably authorized to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply toward Tenant's obligations under this Lease). E. Permitted Transfers. Notwithstanding the provisions of this Article 13 or anything else in this Lease to the contrary, provided that Tenant is not then in Default, Tenant may assign this Lease or sublet the Premises or any portion thereof (herein, a "Permitted Transfer"), without Landlord's consent to any entity that controls, is controlled by or is under common control with Tenant, or to any entity resulting from a merger or consolidation with Tenant, or to any person or entity which acquires all or substantially all of the assets or stock of Tenant (each, a "Permitted Transferee"), provided that: (i) at least thirty (30) days prior to such assignment or sublease, Tenant delivers to Landlord written notice of the proposed transfer; (ii) in the case of an assignment, the assignee assumes, in full, the obligations of Tenant under this Lease (or in the case of a sublease, the sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to such portion) pursuant to an assignment and assumption agreement (or a sublease, as applicable) reasonably acceptable to Landlord; and (iii) such transaction is not entered into as a subterfuge to avoid the restrictions and provisions of this Article 13. Notwithstanding any Permitted Transfer, Tenant shall in no event be relieved of its obligations under this Lease. ARTICLE 14: PERSONAL PROPERTY, RENT AND OTHER TAXES Tenant shall pay, prior to delinquency, all taxes, charges or other governmental impositions assessed against or levied upon all fixtures, furnishings, personal property, built-in and modular furniture, and systems and equipment located in or exclusively serving the Premises, notwithstanding that certain such items may become Landlord's property under Article 23 upon termination of the Lease. Whenever possible, Tenant shall cause all such items to be assessed and billed separately from the other property of Landlord. In the event any such items shall be assessed and billed with the other property of Landlord, Tenant shall pay Tenant's share of such taxes, charges or other governmental impositions to Landlord within thirty (30) days after Landlord delivers a statement and a copy of the assessment or other documentation showing the amount of impositions applicable to Tenant's property. Tenant shall pay any rent tax, sales tax, service tax, transfer tax, value added tax, or any other applicable tax on the Rent, utilities or services herein, the privilege of renting, using or occupying the Premises or collecting Rent therefrom, or otherwise respecting this Lease or any other document entered in connection herewith. ARTICLE 15: LANDLORD'S REMEDIES A. Default. The occurrence of any one or more of the following events shall constitute a "Default" by Tenant and shall give rise to Landlord's remedies set forth in Paragraph B below: (i) failure to make when due any payment of Rent, unless such failure is cured within ten (10) days after written notice from Landlord to Tenant; (ii) failure to observe or perform any term or condition of this Lease other than the payment of Rent (or the other matters expressly described herein), unless such failure is cured within any period of time following notice expressly provided with respect thereto in other Articles hereof, or 17 otherwise within a reasonable time, but in no event more than thirty (30) days following notice (provided, if the nature of Tenant's failure is such that more time is reasonably required in order to cure, Tenant shall not be in Default if Tenant commences to cure promptly within such period, and diligently seeks and keeps Landlord reasonably advised of efforts to cure such failure to completion); (iii) violating Article 13 respecting Transfers, or abandoning the Premises ("abandonment" under this Lease shall mean vacating or failing to occupy the Premises for more than thirty (30) days while Tenant is delinquent in paying Rent), or (iv) (a) making by Tenant or any guarantor of this Lease ("Guarantor") of any general assignment for the benefit of creditors, (b) filing by or for reorganization or arrangement under any Law relating to bankruptcy or insolvency (unless, in the case of a petition filed against Tenant or such Guarantor, the same is dismissed within thirty (30) days), (c) appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days, (d) attachment, execution or other judicial seizure of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease, (e) Tenant's or any Guarantor's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts, or (f) Tenant's or any Guarantor's insolvency or failure, or admission of an inability, to pay debts as they mature. The notice and cure periods herein are intended to satisfy and run concurrently with any notice and cure periods provided by Law, and shall not be in addition thereto. B. Remedies. If a Default occurs, Landlord shall have the rights and remedies hereinafter set forth to the extent permitted by Law: (1) Landlord may terminate Tenant's right of possession, reenter and repossess the Premises by detainer suit, summary proceedings or other lawful means, with or without terminating this Lease (except as required by Law), and recover from Tenant: (i) any unpaid Rent as of the termination date, (ii) the amount by which: (a) any unpaid Rent which would have accrued after the termination date during the balance of the Term exceeds (b) the reasonable rental value of the Premises under a lease substantially similar to this Lease, taking into account, among other things, the condition of the Premises, market conditions, the period of time the Premises may reasonably remain vacant before Landlord is able to re -lease the same to a suitable replacement tenant, and Costs of Reletting (as defined in Paragraph G below) that Landlord may incur in order to enter such replacement lease, and (iii) any other amounts necessary to compensate Landlord for all damages proximately caused by Tenant's failure to perform its obligations under this Lease. For purposes of computing the amount of Rent that would have accrued after the termination date, Tenant's obligations for Taxes, Insurance and Expenses shall be projected based on the average increase from the Commencement Date through the termination date. The amounts computed in accordance with the foregoing subclauses (a) and (b) shall be discounted to the then present value in accordance with accepted financial practice at a per annum discount rate equal to the lesser of (x) the prime rate most recently published by the Wall Street Journal or (y) five percent (5%). (2) Landlord may terminate Tenant's right of possession, reenter and repossess the Premises by detainer suit, summary proceedings or other lawful means, with or without terminating this Lease (except as required by Law), and recover from Tenant: (i) any unpaid Rent as of the date possession is terminated, (ii) any unpaid Rent which thereafter accrues during the Term from the date possession is terminated through the time of judgment (or which may have accrued from the time of any earlier judgment obtained by Landlord), less any consideration received from replacement tenants as further described and applied pursuant to Paragraph G, below, and (iii) any other amounts necessary to compensate Landlord for all damages proximately caused by Tenant's failure to perform its obligations under this Lease, including all Costs of Reletting (as defined in Paragraph G below). Tenant shall pay any such amounts to Landlord as the same accrue or after the same have accrued from time to time upon demand. At any time after terminating Tenant's right to possession as provided herein, Landlord may terminate this Lease by notice to Tenant and may pursue such other remedies as may be available to Landlord under this Lease or Law. C. Mitigation of Damages. If Landlord terminates this Lease or Tenant's right to possession, Landlord shall use reasonable efforts to mitigate Landlord's damages, and Tenant may submit proof of such failure to mitigate as a defense to Landlord's claims for Rent, subject to the following clarifications: (i) Landlord shall not be required to use greater efforts or lower standards than Landlord generally uses to lease other space at the Property, (ii) Landlord will not have failed to mitigate if Landlord 18 or its affiliates lease other portions of the Property or other projects in the vicinity before reletting the Premises, and (iii) any failure to mitigate during any period shall reduce the Rent and other amounts to which Landlord is entitled by the reasonable rental value of the Premises during such period taking into account the factors described in clause B(1) above, (iv) in recognition that the value of the Property depends on the rental rates and terms of leases therein, Landlord's rejection of a prospective replacement tenant based on an offer of rentals below Landlord's published rates for new leases of comparable space at the Property at the time in question, or at Landlord's option, below the rates provided in this Lease, or containing terms less favorable than those contained herein, shall not constitute a failure to mitigate, and (v) until Landlord terminates this Lease or Tenant's right to possession, Landlord shall have no obligation to mitigate and may permit the Premises to remain vacant orabandoned. D. Reletting. If this Lease or Tenant's right to possession is terminated, or Tenant abandons the Premises, Landlord may: (i) enter and secure the Premises, change the locks, install barricades, remove any improvements, fixtures or other property of Tenant therein, perform any decorating, remodeling, repairs, alterations, improvements or additions and take such other actions as Landlord shall determine in Landlord's sole discretion to prevent damage or deterioration to the Premises or prepare the same for reletting, and (ii) relet all or any portion of the Premises (separately or as part of a larger space), for any rent, use or period of time (which may extend beyond the Term hereof), and upon any other terms as Landlord shall determine in Landlord's sole discretion, directly or as Tenant's agent (if permitted or required by applicable Law). The consideration received from such reletting shall be applied pursuant to the terms of Paragraph G hereof, and if such consideration, as so applied, is not sufficient to cover all Rent and damages to which Landlord may be entitled hereunder, Tenant shall pay any deficiency to Landlord as the same accrues or after the same has accrued from time to time upon demand, subject to Paragraph C and the other provisions hereof. E. Late Charges, Interest, and Returned Checks. Tenant shall pay, as additional Rent, a service charge of five percent (5%) of the delinquent amount, whichever is greater, if any portion of Rent is not received within ten (10) days after written notice that such payment is past due; provided, however, that Landlord shall only be obligated to provide such written notice once in any calendar year and thereafter, the service charge will be assessed upon the expiration of such ten (10) day period. Any Rent not paid within thirty (30) days after due shall also accrue interest from the due date at the Default Rate until paid. Such service charges and interest payments shall not be consent by Landlord to late payments, nor a waiver of Landlord's right to insist upon timely payments at any time, nor a waiver of any remedies to which Landlord is entitled as a result of the late payment of Rent. If Landlord receives two (2) or more checks that are returned by Tenant's bank for insufficient funds, Landlord may require that all checks thereafter be bank certified or cashier's checks (without limiting Landlord's other remedies). All bank service charges resulting from any returned checks shall be borne by Tenant. F. Other Remedies. If Tenant fails to perform any obligation within the time required under this Lease (including any applicable notice and cure period hereunder), Landlord shall have the right (but not the duty), to perform such obligation on behalf and for the account of Tenant. In such event, Tenant shall reimburse Landlord upon demand, as additional Rent, for all expenses incurred by Landlord in performing such obligation together with an amount equal to fifteen percent (15%) thereof for Landlord's overhead, and interest thereon at the Default Rate from the date such expenses were incurred. Landlord's performance of Tenant's obligations hereunder shall not be deemed a waiver or release of Tenant therefrom. Landlord's remedies set forth above are distinct, separate and cumulative with and in addition to any other right or remedy allowed under any Law or other provision of this Lease. Without limiting the generality of the foregoing, Landlord shall at all times have the right without prior demand or notice except as required by applicable Law to: (i) seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease or restrain or enjoin a violation of any provision hereof, and (ii) sue for and collect any unpaid Rent which has accrued. G. Other Matters. No re-entry or repossession, repairs, changes, alterations and additions, reletting, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, nor shall the same operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, unless express notice of such intention is sent by Landlord to Tenant. Landlord may bring suits for amounts owed by Tenant hereunder or any portions thereof, as the same accrue or after the same have accrued, and no suit or recovery of any 19 portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor shall the same serve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. Landlord may pursue one or more remedies against Tenant and need not make an election of remedies until findings of fact are made by a court of competent jurisdiction. All rent and other consideration paid by any replacement tenants shall be applied at Landlord's option: (i) first, to the Costs of Reletting, (ii) second, to the payment of all costs of enforcing this Lease against Tenant or any Guarantor, (iii) third, to the payment of all interest and service charges accruing hereunder, (iv) fourth, to the payment of Rent theretofore accrued, and (v) with the residue, if any, to be held by Landlord and applied to the payment of Rent and other obligations of Tenant as the same become due (and with any remaining residue to be retained by Landlord). "Costs of Reletting" shall include all reasonable costs and expenses incurred by Landlord for any repairs or other matters described in Paragraph D above, brokerage commissions, advertising costs, attorneys' fees, and any other costs and incentives incurred in order to enter into leases with replacement tenants. Landlord shall be under no obligation to observe or perform any provisions of this Lease on its part to be observed or performed which accrue while Tenant is in Default hereunder. The times set forth herein for the curing of Defaults by Tenant are of the essence of this Lease. Tenant agrees that the notice and cure rights set forth herein contain the entire agreement of the parties respecting such matters, and hereby waives any right otherwise available under any Law to redeem or reinstate this Lease or Tenant's right to possession after this Lease or Tenant's right to possession is properly terminated hereunder. ARTICLE 16: SECURITY DEPOSIT Intentionally deleted. ARTICLE 17: ATTORNEYS' FEES, JURY TRIAL AND VENUE In the event of any litigation or arbitration between the parties relating to this Lease, the Premises or Property (including pretrial, trial, appellate, administrative, bankruptcy or insolvency proceedings), the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs as part of the judgment, award or settlement therein. In the event of a breach of this Lease by either party which does not result in litigation but which causes the non -breaching party to incur attorneys' fees or costs, the breaching party shall reimburse such reasonable fees and costs to the non -breaching party upon demand. If either party or any of its officers, directors, trustees, beneficiaries, partners, agents, affiliates or employees shall be made a party to any litigation or arbitration commenced by or against the other party and is not at fault, the other party shall pay all reasonable attorneys' fees and costs incurred by such parties in connection with such litigation. IN THE INTEREST OF OBTAINING A SPEEDIER AND LESS COSTLY HEARING OF ANY DISPUTE, LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR RELATING TO THIS LEASE, THE PREMISES OR THE PROPERTY. Although such jury waiver is intended to be self -operative and irrevocable, Landlord and Tenant each further agree, if requested, to confirm such waivers in writing at the time of commencement of any such action, proceeding or counterclaim. Any action or proceeding brought by either party against the other for any matter arising out of or in any way relating to this Lease, the Premises or the Property, shall be heard, at Landlord's option, in the court having jurisdiction located closest to the Property. ARTICLE 18: SUBORDINATION, ATTORNMENT AND LENDER PROTECTION This Lease is subject and subordinate to all Mortgages now or hereafter placed upon the Property, and all other encumbrances and matters of public record applicable to the Property. Whether before or after any foreclosure or power of sale proceedings are initiated or completed by any Lender or a deed in lieu is granted (or any ground lease is terminated), Tenant agrees, upon written request of any such Lender or any purchaser at such sale, to attorn and pay Rent to such party, and recognize such party as Landlord (provided such Lender or purchaser shall agree not to disturb Tenant's occupancy and its rights under the Lease so long as Tenant does not Default hereunder, on a form of agreement reasonably acceptable to Tenant and such party (the "SNDA")). However, in the event of attornment, no Lender shall be: (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which 20 Tenant might have against Landlord arising prior to such Lender becoming Landlord under such attornment, except for any continuing defaults, (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such Lender, or (iii) bound by any modification of this Lease not consented to by such Lender, such consent not to be unreasonably withheld or delayed. Any Lender may elect to make this Lease prior to the lien of its Mortgage by written notice to Tenant, and if the Lender of any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written notice to Tenant, or shall be effective as of such earlier or later date set forth in such notice. Tenant agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Tenant upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of an assignment of leases, or otherwise) of the address of such Lender. Tenant further agrees that if Landlord shall have failed to cure such default within the time permitted Landlord for cure under this Lease, any such Lender whose address has been provided to Tenant shall have an additional period of thirty (30) days in which to cure. Except as expressly provided to the contrary herein, the provisions of this Article shall be self -operative; however Tenant shall execute and deliver, within ten (10) days after request therefor, such documentation as Landlord or any Lender may request from time to time, including, without limitation, a subordination, non- disturbance and attornment agreement in a form acceptable to any Lender making a request therefor, whether such request is made to Tenant prior to or after a foreclosure or power of sale proceeding is initiated or completed, a deed in lieu is delivered, or a ground lease is terminated, in order to further confirm or effectuate the matters set forth in this Article in recordable form. Contemporaneously with execution of this Lease, and any time thereafter in the event financing is placed upon the Property during the Term, Landlord hereby agrees to use its reasonable best efforts to obtain a Subordination and Non - Disturbance Agreement to be executed and recorded, which provides non -disturbance provisions reasonably acceptable to Tenant, in a form mutually acceptable to Tenant, Landlord and Lender. ARTICLE 19: ESTOPPEL CERTIFICATES Tenant shall from time to time, within ten (10) business days after written request from Landlord, execute, acknowledge and deliver a statement certifying (subject to such exceptions or claims as Tenant may properly make and describe therein) the following: (i) this Lease is unmodified, and is valid and in full force and effect, (ii) the Commencement Date, Expiration Date, and rentable area of the Premises, (iii) no Rent has been paid more than one month in advance, and the annual and monthly Base Rent, Tenant's Share of Taxes, Insurance and Expenses, and current payments thereof, and Security Deposit, (iv) Tenant is in possession of the Premises, and paying Rent on a current basis with no offsets, defenses or claims, except as otherwise noted therein, (v) there are no uncured defaults on the part of Landlord or Tenant, and no events or conditions which, with the giving of notice or lapse of time or both, would constitute a default by Tenant or Landlord, (vi) Tenant has no options to purchase the Property or terminate this Lease, nor any expansion, reduction or extension rights, except as otherwise noted therein, (vi) Landlord has satisfied any obligations to perform or reimburse Tenant for any leasehold improvements, and Tenant is not entitled to any Rent abatement period after the date of the certificate, and (viii) certifying such other matters, and including such current financial statements, as Landlord may reasonably request, or as may be reasonably requested by Landlord's current or prospective Lenders, and prospective purchasers (and including a comparable certification statement from any subtenant respecting its sublease). Any such statement may be relied upon by any such parties. If Tenant shall fail to execute and return such statement within the time required herein, Tenant shall be in Default, and shall be deemed to have agreed with the matters set forth therein (without limiting Landlord's other remedies). ARTICLE 20: RIGHTS RESERVED BY LANDLORD Except to the extent expressly limited herein, Landlord reserves full rights to control the Property (which rights may be exercised without subjecting Landlord to claims for constructive eviction, abatement of Rent, damages or other claims of any kind), including more particularly, but without limitation, the following rights: A. General Matters. To: (i) change the name or street address of the Property or designation of the Premises, (ii) install and maintain signs on and about the Property, and grant any other Person the right to do so, (iii) retain at all times, and use in appropriate instances, keys to all doors within and into the Premises, (iv) grant to any Person the right to conduct any business or render any service at 21 the Property, whether or not the same are similar to the use permitted Tenant by this Lease, (v) have access for Landlord and other tenants of the Property to any mail chutes located on the Premises according to the rules of the United States Postal Service (and to install or remove such chutes), and (vi) in case of fire, invasion, insurrection, riot, civil disorder, public excitement or other dangerous condition, or threat thereof: (a) limit or prevent access to the Property, (b) shut down elevator service, (c) activate elevator emergency controls, and (d) otherwise take such action or preventative measures deemed necessary by Landlord for the safety of tenants of the Property or the protection of the Property and other property located thereon or therein (but this provision shall impose no duty on Landlord to take such actions, and no liability for actions taken in good faith). B. Access to Premises. Subject to the following provisions, to enter the Premises in order to: (i) inspect, (ii) supply services to be provided Tenant hereunder, (iii) show the Premises to current and prospective Lenders, insurers, purchasers, governmental authorities, and their representatives, and during the last twelve (12) months of Tenant's occupancy, and (iv) decorate, remodel or alter the Premises if Tenant abandons the Premises at any time or vacates the same during the last 120 days of the Term (without thereby terminating this Lease), and (v) perform any work or take any other actions under Paragraph C below, or exercise other rights of Landlord under this Lease or applicable Laws; provided, however, that Landlord shall not unreasonably interfere with the conduct of Tenant's business at the Premises. If Tenant requests that any such access occur before or after normal building hours, and Landlord schedules the work accordingly, Tenant shall pay all overtime and other additional costs in connection therewith. In connection with any such access to the Premises, except in emergencies or for cleaning or other routine services to be provided to Tenant under this Lease, Landlord shall: (a) provide reasonable advance written or oral notice to Tenant's on-site manager or other appropriate person, and (b) take reasonable steps to minimize any disruption to Tenant's business. Landlord shall have the right, unless granted earlier by Tenant, to market the Premises and have access to the Premises no less than twelve (12) months prior to lease expiration. Landlord or Landlord's broker shall provide Tenant with twenty-four (24) hours prior notice on showings. C. Changes to The Property. Subject to the last sentence of this Paragraph, to: (i) paint and decorate, (ii) perform repairs or maintenance, and (iii) make replacements, restorations, renovations, alterations, additions and improvements, structural or otherwise, in and to the Property or any part thereof, including any adjacent building, structure, facility, land, street or alley, or change the uses thereof (other than Tenant's permitted use under this Lease), including changes, reductions or additions of corridors, entrances, doors, lobbies, parking facilities and other areas, structural support columns and shear walls, elevators, stairs, escalators, mezzanines, solar tint windows or film, kiosks, planters, sculptures, displays, and other amenities and features therein, and changes relating to the connection with or entrance into or use of the Property or any other adjoining or adjacent building or buildings, now existing or hereafter constructed. In connection with such matters, Landlord may erect scaffolding, barricades and other structures, open ceilings, close entry ways, restrooms, elevators, stairways, corridors, parking and other areas and facilities, and take such other actions as Landlord deems appropriate. However, Landlord shall: (a) maintain reasonable access to the Premises, and (b) in connection with entering the Premises, comply with the last sentence of Paragraph B above. In no event, however, shall Landlord's work to be performed in connection with this Article 20.0 prevent Tenant from conducting its permitted use from the Premises and Landlord shall either schedule such work after-hours or otherwise in a manner to allow Tenant to continue to conduct its business without hindrance from the Landlord or other party thereunder. ARTICLE 21: LANDLORD'S RIGHT TO CURE If Landlord shall fail to perform any obligation under this Lease required to be performed by Landlord, Landlord shall not be deemed to be in default hereunder nor subject to any claims for damages of any kind, unless such failure shall have continued for a period of thirty (30) days after written notice thereof by Tenant (provided, if the nature of Landlord's failure is such that more time is reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure within such period and thereafter diligently seeks to cure such failure to completion). If Landlord shall default and fail to cure as provided herein, Tenant shall have such rights and remedies as may be available to Tenant under applicable Laws, subject to the other provisions of this Lease. ARTICLE 22: INDEMNIFICATION 22 Subject to the provisions of Articles 10 and 11, Tenant shall defend, indemnify and hold Landlord harmless from and against any and all claims, demands, losses, penalties, fines, fees, charges, assessments, liabilities, damages, judgments, orders, decrees, actions, administrative or other proceedings, costs and expenses (including reasonable attorneys' and expert witness fees, and court costs), arising from: (i) any violation or breach of this Lease or applicable Law by any Tenant Parties (as defined below), (ii) damage, loss or injury to persons, property or business arising out of any Tenant Party's use of the Premises or Property, or out of any other act or omission of any Tenant Parties, and (iii) any other damage, loss or injury to persons, property or business occurring in, about or from the Premises, except to the extent that such other damage, loss or injury to persons, property or business is caused by the negligence or intentional misconduct of Landlord or the Landlord Parties (as defined below). For purposes of this provision, "Tenant Parties" shall mean Tenant, any other occupant of the Premises and any of their respective agents, employees, invitees, Transferees and contractors. Subject to the provisions of Articles 10 and 11, Landlord shall defend, indemnify and hold Tenant harmless from and against any and all claims, demands, losses, penalties, fines, fees, charges, assessments, liabilities, damages, judgments, orders, decrees, actions, administrative or other proceedings, costs and expenses (including reasonable attorneys' and expert witness fees, and court costs), arising from: (i) any violation or breach of this Lease or applicable Law by any Landlord Parties (as defined below), and (ii) damage, loss or injury to persons, property or business arising out of the negligence or intentional misconduct of any Landlord Parties. For purposes of this provision, "Landlord Parties" shall mean Landlord and any of its respective agents, employees, invitees, and contractors. 23 ARTICLE 23: RETURN OF POSSESSION A. General Provisions. At the expiration or earlier termination of this Lease or Tenant's right of possession, Tenant shall vacate and surrender possession of the entire Premises in the condition required under Article 8 and the Rules, ordinary wear and tear and damage from casualty or condemnation excepted, shall surrender all keys and key cards, and any parking transmitters, stickers or cards to Landlord, and shall remove all personal property and trade fixtures (except as otherwise provided herein) and shall repair all damage to the Premises or Property caused thereby, subject to the following provisions. B. Landlord's Property. All improvements, fixtures and other items, including ceiling light fixtures, HVAC equipment, plumbing fixtures, hot water heaters, fire suppression and sprinkler systems, Lines under Article 28, built-in shelves and cabinets, interior partitioning, interior stairs, wall coverings, carpeting and other flooring, blinds, drapes and window treatments, in or serving the Premises, whether installed by Tenant or Landlord, and any other items installed or provided by Landlord or at Landlord's expense (including any modular furniture provided or paid for by Landlord), shall be Landlord's property and shall remain upon the Premises, all without compensation, allowance or credit to Tenant, unless Landlord elects otherwise as provided in Paragraph C below. C. Removal of Items by Tenant. Notwithstanding the foregoing to the contrary, if at the time of approval of any Tenant improvements or alteration, Landlord requires removal thereof, Tenant shall promptly remove such items as are designated in such notice and restore the Premises to the condition prior to the installation of such items, ordinary wear and tear and damage from casualty or condemnation excepted; provided, Landlord shall not require removal of any such items that: (i) already existed in the Premises before this Lease and Tenant's occupancy of the Premises, (ii) involve customary leasehold improvements that are installed by or for Tenant pursuant to the provisions of this Lease (including any Exhibit hereto), or were initial improvements to the Premises made by Tenant as described in Article 4(B) above. D. Tenant's Failure to Remove Items. If Tenant shall fail to remove any items from the Premises as required hereunder, Landlord may do so and Tenant shall pay Landlord's charges therefor upon demand. All such property removed from the Premises by Landlord pursuant to any provisions of this Lease or any Law may be handled or stored by Landlord at Tenant's expense, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. All such property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after expiration or earlier termination of this Lease or Tenant's right to possession shall, at Landlord's option, be conclusively deemed to have been conveyed by Tenant to Landlord as if by bill of sale without payment by Landlord. Landlord shall have a lien against such property for the costs incurred in removing and storing the same. ARTICLE 24: HOLDING OVER Unless Landlord expressly agrees otherwise in writing, Tenant shall pay Landlord 150% of the amount of Rent then applicable prorated on a per diem basis for each day that Tenant shall fail to vacate or surrender possession of the Premises, or any part thereof after expiration or earlier termination of this Lease as required under Article 23, together with all damages (direct and consequential) sustained by Landlord on account thereof. Tenant shall pay such amount of Base Rent monthly in advance (subject to refund of any partial month occupancy prorated on a per diem basis), and such other amounts on demand. The foregoing provisions, and Landlord's acceptance of any such amounts, shall not serve as permission for Tenant to hold -over, nor serve to extend the Term (although Tenant shall remain a tenant -at - sufferance bound to comply with all other provisions of this Lease until Tenant properly vacates the Premises, including Article 23), and Landlord shall have such other remedies to recover possession of the Premises as may be available to Landlord under applicable Laws. Notwithstanding the foregoing, before or after termination, Landlord may (but shall not be required to) provide notice advising Tenant of the Base Rent and other terms on which Tenant may, as permitted by Landlord, hold over on a month-to-month basis. If Tenant holds over more than one full calendar month after delivery of such notice (in the event Landlord shall deliver such notice), Tenant shall thereafter be a month-to-month tenant on the terms of this Lease prior to termination as modified by Landlord's notice. 24 ARTICLE 25: NOTICES Except as expressly provided to the contrary in this Lease, every notice or other communication to be given by either party to the other with respect hereto, shall be in writing and shall not be effective unless served personally, by national air courier service, by United States certified mail, return receipt requested, postage prepaid, to the parties at the addresses set forth in Article 1, or such other address or addresses as Tenant or Landlord may from time to time designate by notice given as above provided. Every notice or other communication hereunder shall be deemed to have been given as of the third business day following the date of such mailing (or as of any earlier date evidenced by a receipt from such national air courier service or the United States Postal Service) or immediately upon receipt if delivered personally. Notices not sent in accordance with the foregoing shall be effective when received by the parties at the addresses required herein. ARTICLE 26: REAL ESTATE BROKERS Landlord and Tenant hereby mutually: (i) represent and warrant to each other that they have dealt only with the brokers, if any, designated in Article 1 (whose commission, if any, shall be paid pursuant to separate written agreement by the party signing such agreement) as broker, agent or finder in connection with this Lease, and (ii) agree to defend, indemnify and hold each other harmless from and against any and all claims, demands, losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys' and expert witness fees, and court costs), arising or alleged to arise from any breach of their respective foregoing representation and warranty under this Article. ARTICLE 27: NO WAIVER No provision of this Lease will be deemed waived by either party unless expressly waived in writing and signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Lease shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and Landlord's consent or approval respecting any action by Tenant shall not constitute a waiver of the requirement for obtaining Landlord's consent or approval respecting any subsequent action. Acceptance of Rent by Landlord directly or through any agent or lock -box arrangement shall not constitute a waiver of any breach by Tenant of any term or provision of this Lease (and Landlord reserves the right to return or refund any untimely payments if necessary to preserve Landlord's remedies). No acceptance of a lesser amount of Rent shall be deemed a waiver of Landlord's right to receive the full amount due, nor shall any endorsement or statement on any check or payment or any letter accompanying such check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the full amount due. The acceptance of Rent or of the performance of any other term or provision from, or providing directory listings or services for, any Person other than Tenant shall not constitute a waiver of Landlord's right to approve any Transfer. No delivery to, or acceptance by, Landlord or its agents or employees of keys, nor any other act or omission of Tenant or Landlord or their agents or employees, shall be deemed a surrender, or acceptance of a surrender, of the Premises or a termination of this Lease, unless stated expressly in writing by Landlord. ARTICLE 28: SIGNAGE THERE IS NO SIGNAGE ALLOWED OF ANY TYPE UNLESS SPECIFIED HEREIN. All signage must receive Landlord's prior written approval, which shall not be unreasonably withheld or delayed. Only signage in compliance with Landlord's Sign Criteria (attached hereto as "Exhibit E"), the Village of Mount Pleasant ordinances and any other applicable laws and regulations will be allowed. Notwithstanding anything to the contrary in this Lease, Tenant shall not affix any sign to the roof of the Property. Tenant shall be solely responsible for the cost and expense of fabricating and installing the signage and shall maintain all signs installed by Tenant in good condition. Tenant, at Tenant's sole cost and expense, shall remove its signs at the expiration or earlier termination of this Lease, shall repair any resulting damage, and shall restore the Property to its condition existing prior to the installation of Tenant's signs. K ARTICLE 29: HAZARDOUS MATERIALS A. Hazardous Materials Generally Prohibited. Tenant shall not transport, use, store, maintain, generate, manufacture, handle, dispose, release, discharge, spill or leak any "Hazardous Material" (as defined in Article 30), or permit Tenant's employees, agents, contractors, or other occupants of the Premises to engage in such activities on or about the Property. However, the foregoing provisions shall not prohibit the transportation to and from, and use, storage, maintenance and handling within, the Premises of substances customarily and lawfully used as an incidental and minor part of the business or activity expressly permitted to be undertaken in the Premises under this Lease, provided: (i) such substances shall be properly labeled, contained, used and stored only in small quantities reasonably necessary for such permitted use of the Premises and the ordinary course of Tenant's business therein, strictly in accordance with applicable Laws, highest prevailing standards, and the manufacturers' instructions therefor, and as Landlord shall reasonably require (but no warning notices or symbols shall be placed, or required to be placed, on or near any door to or within the Premises or Property), (ii) Tenant shall provide Landlord with advance notice and current Material Safety Data Sheets ("MSDSs") therefor, (iii) such substances shall not be disposed of, released, discharged or permitted to spill or leak in or about the Premises or the Property (and under no circumstances shall any Hazardous Material be disposed of within the drains or plumbing facilities in or serving the Premises or Property or in any other public or private drain or sewer, regardless of quantity or concentration), (iv) if any applicable Law or Landlord's trash removal contractor requires that any such substances be disposed of separately from ordinary trash, Tenant shall make arrangements at Tenant's expense for such disposal in approved containers directly with a qualified and licensed disposal company at a lawful disposal site, (v) any remaining such substances shall be completely, properly and lawfully removed from the Property upon expiration or earlier termination of this Lease, and (vi) for purposes of removal and disposal of any such substances, Tenant shall be named as the owner, operator and generator, shall obtain a waste generator identification number, and shall execute all permit applications, manifests, waste characterization documents and any other required forms. B. Notifications. Tenant shall promptly notify Landlord of: (i) any inspection, enforcement, cleanup or other regulatory action taken or threatened by any regulatory authority with respect to any Hazardous Material on or from the Premises or the migration thereof from or to other property, (ii) any demands or claims made or threatened by any party relating to any loss or injury claimed to have resulted from any Hazardous Material on or from the Premises, (iii) any release, discharge, spill, leak, migration, disposal or transportation of any Hazardous Material on or from the Premises in violation of this Article, and any damage, loss or injury to persons, property or business resulting or claimed to have resulted therefrom, and (iv) any matters where Tenant is required by Law to give a notice to any regulatory authority respecting any Hazardous Material on or from the Premises. Landlord shall have the right (but not the obligation) to notify regulatory authorities concerning actual and claimed violations of this Article, and to join and participate, as a party, in any legal proceedings or actions affecting the Premises and concerning Hazardous Materials or otherwise initiated under any environmental, health or safety Law. C. Hazardous Materials Questionnaire. At such times as Landlord may reasonably request, Tenant shall accurately and completely fill out, sign (and certify to be accurate and complete) and return Landlord's then current form of Tenant Hazardous Materials Questionnaire and Disclosure Statement ("Hazardous Materials Questionnaire") which shall: (i) identify, describe and list quantities of any Hazardous Materials that have been transported to or from, used, stored, generated, handled, maintained, disposed, released, discharged, spilled, leaked or migrated in or from the Premises since the Commencement Date or the last such Hazardous Materials Questionnaire, and any such activity that is anticipated during the next twelve (12) months, (ii) provide information concerning past, present and anticipated disposal practices, storage tanks, process tanks, dip tanks, waste management practices, waste water discharge/treatment practices, air discharges, regulatory actions, and such other information as Landlord requires, and (iii) include copies of any material safety data sheets ("MSDS") issued by the manufacturer, distributor or importer for any such Hazardous Materials. Landlord shall generally not require such Environmental Questionnaires more than once per year, except if required by Law or a Lender, or in connection with a proposed sale or financing of the Property, or if based on Tenant's answers to any prior Environmental Questionnaire or an inspection of the Premises, or if Landlord determines that more frequent Environmental Questionnaires are reasonably required. 27 D. Hazardous Materials Records; Inspections, Tests and Studies. Tenant shall immediately upon written request from time to time provide Landlord with copies of all permits, approvals, memos, reports, correspondence, complaints, demands, claims, subpoenas, requests, feasibility and impact studies, storage and management plans, business plans, remediation and cleanup plans, closure plans, documentation evidencing that a clean-up or other action required hereunder has been properly and lawfully completed, and all papers of any kind filed with or by any regulatory authority and any other books, records or items pertaining to Hazardous Materials that are subject to the provisions of this Article (collectively referred to herein as "Tenant's Hazardous Materials Records"). Landlord reserves the right to conduct, and to request that regulatory authorities conduct, from time to time, detailed inspections, tests and studies at or respecting the Premises, and of Tenant's operations therein including, without limitation, air, soil, water and the contents of any cans, bottles, jars, drums, barrels or other containers, and Tenant's Hazardous Materials Records, respecting Tenant's compliance with this Article. In connection therewith, Tenant shall fully cooperate and shall instruct Tenant's officers and employees to answer all questions truthfully and completely. Such inspections, tests and studies shall be made with reasonable prior written notice. If Landlord or any Lender or regulatory authority arranges for any inspections, tests or studies showing this Article has been violated Tenant shall pay for the cost of such inspections, tests and studies. E. Clean Up Responsibilities. Subject to the last sentence of this Article 29.E, if any Hazardous Material is released, discharged or disposed of by Tenant, or permitted by Tenant with respect to Tenant's employees, agents or contractors, to spill, leak or migrate, in violation of the foregoing provisions, Tenant shall immediately, properly and in compliance with applicable Laws, clean up and remove the Hazardous Material from the Premises, Property and any other affected property and clean or replace any affected personal property (whether or not owned by Landlord), at Tenant's expense (without limiting Landlord's other remedies therefor). Such clean up and removal work shall be considered "Work" under Article 9 and subject to the provisions thereof including, without limitation, Landlord's prior written approval (except in emergencies), and any testing, investigation, feasibility and impact studies, and the preparation and implementation of any remedial action plan required by any court or regulatory authority having jurisdiction or reasonably required by Landlord. In connection therewith, Tenant shall provide documentation evidencing that all Tenant Remedial Work or other action required hereunder has been properly and lawfully completed (including a certificate addressed to Landlord from a environmental consultant reasonably acceptable to Landlord, in such detail and form as Landlord may reasonably require). Landlord shall, at its sole cost and expense, and without reimbursement by Tenant through Expenses or otherwise, be responsible for the remediation of any Hazardous Material released, discharged, disposed of, or permitted to spill, leak or migrate on or about the Property not caused by Tenant or other occupants of the Premises, or their agents, employees, Transferees, or contractors, and such release, discharge, disposal, spill, leak or migration (if not caused by Landlord, or its agents, employees or contractors) shall be deemed casualty damage under Article 11 to the extent that the Premises and Tenant's use thereof is affected thereby; in such case, Landlord and Tenant shall have the obligations and rights respecting such casualty damage provided under such Article. F. Storage Tanks and Ponds. Tenant shall not install or use storage tanks on or about the Premises (whether under, on or above ground) without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Tenant shall not engage in or permit ponding or surface storage or treatment of Hazardous Materials under any circumstances. If Landlord permits Tenant to install or use a storage tank, Tenant shall comply with all applicable Laws in connection therewith, and at Landlord's request shall properly and lawfully remove such tank upon expiration or earlier termination of this Lease (or sooner if such tank is found to leak or removal is required by applicable Laws) in accordance with removal procedures approved by Landlord in advance in writing. G. Fees, Taxes, Fines and Remedies. Tenant shall pay, prior to delinquency, any and all fees, taxes (including excise taxes), penalties and fines arising from or based on Tenant's activities involving Hazardous Material on or about the Premises or Property, and shall not allow such obligations to become a lien or charge against the Property or Landlord. If Tenant violates any provision of this Article with to any Hazardous Materials, Landlord may: (i) require that Tenant immediately remove all Hazardous Materials from the Premises and discontinue using, storing and handling Hazardous Materials in the Premises, and/or (ii) pursue such other remedies as may be available under this Lease or applicable Law. ARTICLE 30: DEFINITIONS 28 (A) "Building" shall mean the structure (or the portion thereof owned by Landlord) identified in Article 1. (B) "Default Rate" shall mean one percent (1%) per month, or the highest rate permitted by applicable Law, whichever shall be less. (C) "Expenses" shall mean all expenses, costs and amounts (other than Taxes, unless Landlord elects to bill Taxes as part of Expenses) of every kind and nature relating to the ownership, management, repair, maintenance, replacement, insurance and operation of the Property, including, without limitation (except as expressly set forth herein): (i) utilities, including electricity, gas, steam, oil or other fuel, water and sewer services (but excluding any such costs for the Premises paid directly by Tenant pursuant to Article 6), (ii) Insurance coverage permitted hereunder (but only if Landlord elects to bill Insurance as part of Expenses and not separately), (iii) supplies, materials, tools and equipment, including rental, installment purchase and financing agreements therefor, (iv) accounting, security, janitorial, and a commercially reasonable property management fee (but excluding janitorial costs for the Premises paid directly by Tenant pursuant to Article 6 and provided, however, that the property management/administrative fee, when taken together with clause (v) herein and any other like costs, shall not exceed the fees for management and property administration typically charged by landlords for comparable properties), (v) compensation and benefits for personnel providing services at or below the level of senior property manager (but if personnel handle other properties or functions, the foregoing expenses shall be allocated appropriately between the Property and such other properties or functions), (vi) payments under any reciprocal easement, declaration or other agreement for sharing common area costs or other matters in any development or complex in which the Property is located, (vii) sales or other taxes on supplies or services for the Property, (viii) operation, maintenance, repair, installation, replacement, painting, decorating and cleaning of the Property and off-site items that benefit the Property, including signs, traffic signals, drainage and irrigation systems, sidewalks, driveways, parking facilities, loading and service areas, landscaping, common area fixtures, trash compactors, doors, windows, roofs, Systems and Equipment, and any other features of and services for the Property, but subject to the limitations set forth herein. Landlord's property management fee shall be no more than five percent (5%) of gross collected income. The foregoing provision is for definitional purposes and shall not impose any obligation upon Landlord to incur such expenses, nor limit other Expenses that Landlord may incur for the Property. Landlord may retain independent contractors (or affiliated contractors at market rates) to provide any services or perform any work, in which case the costs thereof shall be deemed Expenses. Expenses shall, however, exclude: (1) the following items: (a) interest and amortization on Mortgages, and other debt costs or ground lease payments, if any, (b) depreciation of buildings and other improvements (except permitted amortization of certain capital expenditures as provided below), (c) legal fees in connection with leasing, tenant disputes or enforcement of leases, (d) real estate brokers' commissions or marketing costs, (e) improvements or alterations to tenant spaces, (f) the cost of providing any service directly to, and paid directly by, any tenant, (g) costs of any items to the extent Landlord receives reimbursement from insurance proceeds or from a warranty or other such third party (such proceeds to be deducted from Expenses in the year in which received); (h) costs of decorating, redecorating, or special cleaning or other services provided to certain tenants and not provided on a regular basis to all tenants of the Building; (i) all costs for which Tenant or any other tenant in the Building is being charged other than pursuant to the operating expense clauses of leases for the Building; Q) The cost of correcting defects in the construction of the Building or in the building equipment, except that conditions (not occasioned by construction defects) resulting from ordinary wear and tear will not be deemed defects for the purpose of this category; (k) The cost of any work or service performed for or facilities furnished to any tenant of the Building to a greater extent or in a manner more favorable to such tenant than that performed for or furnished to Tenant; (1) costs arising from the presence of any Hazardous Materials within, upon or beneath the Property other than in connection with the routine maintenance and repair of the Property (such as clean- up of oil spills in the parking lot); (m) fines or penalties incurred due to violations of Law by Landlord; and (n) organizational expenses and general overhead of creating or operating the entity that constitutes Landlord; and (2) capital expenditures, except those: (a) made primarily to reduce Expenses or increases therein, or to comply with changes in Laws that occur after the Commencement Date and 29 require modifications or alterations to the interior of the Premises, and (b) for replacements (as opposed to additions or new improvements) of parking areas and other nonstructural items located in the common areas of the Property required to keep such areas in good condition; provided, any such permitted capital expenditure shall be amortized (with interest at the prevailing loan rate available to Landlord when the cost was incurred) over: (x) the period during which the reasonably estimated savings in Expenses equals the expenditure, if applicable, or (y) the useful life of the item as reasonably determined by Generally Accepted Accounting Principles. (D) "Hazardous Material" shall include, but not be limited to: (i) any flammable, explosive, toxic, radioactive, biological, corrosive or otherwise hazardous chemical, substance, liquid, gas, device, form of energy, material or waste or component thereof, (ii) petroleum-based products, diesel fuel, paints, solvents, lead, radioactive materials, cyanide, biohazards, infectious or medical waste and "sharps", printing inks, acids, DDT, pesticides, ammonia compounds, and any other items which now or subsequently are found to have an adverse effect on the environment or the health and safety of persons or animals or the presence of which require investigation or remediation under any Law or governmental policy, and (iii) any item defined as a "hazardous substance", "hazardous material", "hazardous waste", "regulated substance" or "toxic substance" under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq., Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq., Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seq., Clean Water Act, 33 U.S.C. §1251, et seq., Safe Drinking Water Act, 14 U.S.C. §300f, et seq., Toxic Substances Control Act, 15 U.S.C. §2601, et seq., Atomic Energy Act of 1954, 42 U.S.C. §2014 et seq., and any similar federal, state or local Laws, and all regulations, guidelines, directives and other requirements thereunder, all as may be amended or supplemented from time to time. (E) "Insurance" shall mean costs of insurance that Landlord maintains for the Property, which may include, but shall not be limited to, commercial general liability, casualty damage, boiler and machinery, rent loss, workers' compensation and employers' liability, builders' risk, automobile, and other coverages, in such amounts and with such commercially reasonable deductibles, and including a reasonable allocation of such costs under any blanket policies and self-retention funds. (F) "Landlord" shall mean only the landlord from time to time, except that for purposes of any provisions defending, indemnifying and holding Landlord harmless hereunder, "Landlord" shall include past, present and future landlords and their respective partners, beneficiaries, trustees, officers, directors, employees, shareholders, principals, agents, affiliates, successors and assigns. (G) "Law" or "Laws" shall mean all federal, state, county and local governmental and municipal laws, statutes, ordinances, rules, regulations, codes (including but not limited to ADA and seismic codes), decrees, orders and other such requirements, applicable equitable remedies and decisions by courts in cases where such decisions are considered binding precedents in the State in which the Property is located, and decisions of federal courts applying the Laws of such State, at the time in question. This Lease shall be interpreted and governed by the Laws of the State in which the Property is located. (H) "Lender" shall mean the holder of any Mortgage at the time in question, and where such Mortgage is a ground lease, such term shall refer to the ground lessor (and the term "ground lease" although not capitalized is intended throughout this Lease to include any superior or master lease). (1) "Mortgage" shall mean all mortgages, deeds of trust, ground leases and other such encumbrances now or hereafter placed upon the Property or Building, or any part thereof, and all renewals, modifications, consolidations, replacements or extensions thereof, and all indebtedness now or hereafter secured thereby and all interestthereon. (J) "Person" shall mean an individual, trust, partnership, limited liability company, joint venture, association, corporation and any otherentity. (K) "Premises" shall mean the area within the Building identified in Article 1 and Exhibit A-2. Landlord reserves the right to use (or grant other parties the right to use) and Tenant shall have no right, title or interest in: (i) the roof of the Building, (ii) exterior portions of the Premises (including, without limitation, demising walls and outer walls of the Building), (iii) air rights above the Premises and rights to the land and 30 improvements below the floor level of the Premises, and (iv) areas within the Premises necessary for utilities, services, safety and operation of the Building or Property, including systems and equipment, fire stairways, and space between any suspended ceiling of the Premises and the slab of the floor or roof of the Property thereabove. If the Premises does not contain a suspended ceiling, the Premises shall extend vertically to the height where, in Landlord's reasonable opinion, a suspended ceiling would otherwise exist, and Landlord reserves the right to install a suspended ceiling and/or use the area thereabove. (L) "Property" shall mean the Building, and any common or public areas or facilities, easements, corridors, lobbies, sidewalks, loading areas, driveways, landscaped areas, skywalks, parking rights, garages and lots, and any and all other rights, structures or facilities operated or maintained in connection with or for the benefit of the Building, and all parcels or tracts of land on which all or any portion of the foregoing items are located, and any fixtures, machinery, apparatus, Systems and Equipment, furniture and other personal property located thereon or therein and used in connection with the operation thereof. Landlord reserves the right to add land, buildings, easements or other interests to, or sell or eliminate the same from, the Property, and grant interests and rights in the Property to other parties. If the Building shall now or hereafter be part of a development or complex of buildings or structures collectively owned by Landlord or its affiliates, the Property shall, at Landlord's option, also be deemed to include such other of those buildings or structures as Landlord shall from time to time designate, and shall initially include such buildings and structures (and related facilities and parcels on which the same are located) as Landlord shall have incorporated by reference to the total rentable area of the Property in Article 1. (M) "Rent" shall have the meaning specified therefor in Article 3. (N) "Systems and Equipment" shall mean any plant, machinery, transformers, duct work, cable, wires, and other equipment, facilities, and systems designed to supply light, heat, ventilation, air conditioning and humidity or any other services or utilities, or comprising or serving as any component or portion of the electrical, gas, steam, plumbing, sprinkler, communications, alarm, security, or fire/life/safety systems or equipment, or any elevators, escalators or other mechanical, electrical, electronic, computer or other systems or equipment for the Property, except to the extent that any of the same serves particular tenants exclusively (and "systems and equipment" without capitalization shall refer to such of the foregoing items serving particular tenants exclusively). (0) "Taxes" shall mean all amounts for federal, state, county, or local governmental, special district, improvement district, municipal or other political subdivision taxes, fees, levies, assessments, charges or other impositions of every kind and nature in connection with the ownership, leasing and operation of the Property, whether foreseen or unforeseen, general, special, ordinary or extraordinary (including real estate and ad valorem taxes, general and special assessments, transit taxes, water and sewer rents, license and business license fees, use or occupancy taxes, gross receipts or sales taxes, taxes on personal property and property management services, and taxes or charges for fire protection, streets, sidewalks, road maintenance, refuse or other services). If the method of taxation of real estate prevailing at the time of execution hereof shall be, or has been, altered so as to cause the whole or any part of the Taxes now, hereafter or heretofore levied, assessed or imposed on real estate to be levied, assessed or imposed on Landlord, wholly or partially, as a capital stock levy or otherwise, or on or measured by the rents, income or gross receipts received therefrom, then such new or altered taxes shall be included within the term "Taxes," except that the same shall not include any portion of such tax attributable to other income of Landlord not relating to the Property. Tenant shall pay increased Taxes whether Taxes are increased as a result of increases in the assessment or valuation of the Property (excluding those increases based on a sale, change in ownership or refinancing of the Property), increases in tax rates, reduction or elimination of any rollbacks or other deductions available under current law, scheduled reductions of any tax abatement, as a result of the elimination, invalidity or withdrawal of any tax abatement, or for any other cause whatsoever. Notwithstanding the foregoing, there shall be excluded from Taxes all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Property). For the purposes of determining Tenant's Share of Taxes for any calendar year, Taxes shall mean those Taxes payable during such calendar year. 31 (P) "Tenant" shall be applicable to one or more Persons as the case may be, the singular shall include the plural, and if there be more than one Tenant, the obligations thereof shall be joint and several. When used in the lower case, "tenant" shall mean any other tenant or occupant of the Property. (Q) "Tenant's Share" of Taxes, Insurance and Expenses shall be the percentage set forth in Article 1, but if the rentable area of the Premises changes due to the addition or subtraction of space under this Lease or by amendment, Landlord shall reasonably adjust Tenant's Share to be based on the rentable area of the Premises divided by the rentable area of the Property, subject to further adjustment hereunder and under Article 3. If the Property shall now or hereafter be part of or shall include a development or complex of two or more buildings or structures collectively owned by Landlord or its affiliates, Landlord may allocate Taxes, Insurance and Expenses (or components thereof) within such complex or development, and between such buildings and structures and the parcels on which they are located, in a reasonable and prudent manner and in accordance with sound accounting and management practices. In the alternative, Landlord may determine Tenant's Share of Taxes, Insurance and Expenses (or components thereof) for all or any such buildings and structures, and any common areas and facilities operated or maintained in connection therewith and all parcels or tracts of land on which all or any portion of any of the other foregoing items are located, in a reasonable and prudent manner and in accordance with sound accounting and management practices; provided, Landlord shall reasonably reduce Tenant's Share to be based on the ratio of the rentable area of the Premises to the rentable area of all such buildings as to which such Taxes, Insurance and Expenses (or components thereof) are included. Tenant acknowledges that the "rentable area of the Premises" under this Lease includes the so-called "usable area," without deduction for columns or projections and which may have been measured to the "drip line" or may include patio or balcony space to which Tenant has access, multiplied by one or more load or conversion factors to reflect a share of certain areas, which may include lobbies, corridors, mechanical, utility, janitorial, boiler and service rooms and closets, restrooms, and other public, common and service areas. Except as provided expressly to the contrary herein, the "rentable area of the Property" shall include all rentable area of all space leased or available for lease at the Property (excluding any parking facilities). Landlord may reasonably re -determine the rentable area of the Property from time to time to reflect additions or modifications to the Property, and may reasonably adjust Tenant's Share prospectively based thereon. ARTICLE 31: OFFER The submission and negotiation of this Lease shall not be deemed an offer to enter the same by Landlord (nor an option or reservation for the Premises), but the solicitation of such an offer by Tenant. Tenant agrees that its execution of this Lease constitutes a firm offer to enter the same which may not be withdrawn for a period of five (5) business days after delivery to Landlord. During such period and in reliance on the foregoing, Landlord may, at Landlord's option, deposit any Security Deposit and Rent, proceed with any plans, specifications, alterations or improvements, and permit Tenant to enter the Premises, but such acts shall not be deemed an acceptance of Tenant's offer to enter this Lease, and such acceptance shall be evidenced only by Landlord signing and delivering this Lease to Tenant. ARTICLE 32: MISCELLANEOUS A. Captions and Interpretation. The captions of the Articles and Paragraphs of this Lease, and any computer highlighting of changes from earlier drafts, are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation. Tenant acknowledges that it has read this Lease and that it has had the opportunity to confer with counsel in negotiating this Lease; accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms. The neuter shall include the masculine and feminine, and the singular shall include the plural. The term "including" shall be interpreted to mean "including, but not limited to." B. Survival of Provisions. All obligations (including indemnity, Rent and other payment obligations) or rights of either party arising during or attributable to the period prior to expiration or earlier termination of this Lease shall survive such expiration or earlier termination. C. Severability. If any term or provision of this Lease or portion thereof shall be found 32 invalid, void, illegal, or unenforceable generally, or with respect to any particular party, by a court of competent jurisdiction, it shall not affect, impair or invalidate any other terms or provisions or the remaining portion thereof or enforceability with respect to any otherparty. D. Perpetuities. If the Commencement Date is delayed in accordance with Article 2 for more than nine (9) months (other than delays caused by Landlord or Landlord Parties), Landlord may declare this Lease terminated by notice to Tenant, and if the Commencement Date is so delayed for more than three years, this Lease shall thereupon be deemed terminated without further action by either party. E. Short Form Lease. Neither this Lease nor any memorandum of lease or short form lease shall be recorded by Tenant, but Landlord or any Lender may elect to record a short form of this Lease, in which case Tenant shall promptly execute, acknowledge and deliver the same on a form prepared by Landlord or such Lender. F. Light, Air and Other Interests. This Lease does not grant any legal rights to "light and air" outside the Premises nor any particular view visible from the Premises, nor any easements, licenses or other interests unless expressly contained in this Lease. G. Authority. Tenant and all Persons signing for Tenant below, and Landlord and all Persons signing for Landlord below, hereby represent that this Lease has been fully authorized and no further approvals are required, and that Landlord and Tenant are duly organized, in good standing and legally qualified to do business in the Property and Premises (and have any required certificates, licenses, permits and other such items). H. Intentionally Omitted. I. Successors and Assigns; Transfer of Property and Security Deposit. Each of the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties' respective heirs, executors, administrators, guardians, custodians, successors and assigns, subject to Article 13 respecting Transfers and Article 18 respecting rights of Lenders. Subject to Article 18, if Landlord shall convey or transfer the Property or any portion thereof in which the Premises are contained to another party, such party shall thereupon be and become landlord hereunder, shall be deemed to have fully assumed all of Landlord's obligations under this Lease accruing during such party's ownership, including the return of any Security Deposit, and Landlord shall be free of all such obligations accruing from and after the date of conveyance or transfer. J. Limitation of Liability. Tenant agrees to look solely to Landlord's interest in the Property for the enforcement of any judgment, award, order or other remedy under or in connection with this Lease or any related agreement, instrument or document or for any other matter whatsoever relating thereto or to the Property or Premises. Under no circumstances shall any present or future, direct or indirect, principals or investors, general or limited partners, officers, directors, shareholders, trustees, beneficiaries, participants, advisors, managers, employees, agents or affiliates of Landlord, or of any of the other foregoing parties, or any of their heirs, successors or assigns have any liability for any of the foregoing matters. In no event shall Landlord or Tenant be liable to the other party for any consequential damages. K. Confidentiality. Tenant shall use commercially reasonable efforts to keep confidential the content and all copies of this Lease, related documents or amendments now or hereafter entered, and all proposals, materials, information and matters relating thereto, including the results of any review of Landlord's records under Article 3, and not to disclose, disseminate or distribute any of the same, or permit the same to occur, except on an "as needed" basis to the extent reasonably required for proper business purposes by Tenant's employees, attorneys, insurers, auditors, lenders, brokers and Transferees, and except as maybe required by Law or court proceedings. L. OFAC. Tenant represents and warrants that Tenant is in compliance with, and, to Tenant's knowledge, all beneficial owners of Tenant are, in compliance with the requirements of Executive Order No. 13224, 66 Fed Reg. 49079 (September 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department of 33 the Treasury (OFAC) and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "OFAC Laws"). Tenant agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorney's fees and costs) arising from or relating to any breach of the representation made in this paragraph. Landlord represents and warrants that Landlord is in compliance with, and, to Landlord's knowledge, all beneficial owners of Landlord are, in compliance with the OFAC Laws. Landlord agrees to defend, indemnify, and hold harmless Tenant from and against any and all claims, damages, losses, risks, liabilities and expenses (including reasonable attorney's fees and costs) arising from or relating to any breach of the representation made in this paragraph. ARTICLE 33: ENTIRE AGREEMENT This Lease, together with the Exhibits and other documents listed in Article 1 (WHICH ARE HEREBY COLLECTIVELY INCORPORATED HEREIN AND MADE A PART HEREOF AS THOUGH FULLY SET FORTH), contains all the terms and provisions between Landlord and Tenant relating to the matters set forth herein and no prior or contemporaneous agreement or understanding pertaining to the same shall be of any force or effect, except for any such contemporaneous agreement specifically referring to and modifying this Lease and signed by both parties. Without limitation as to the generality of the foregoing, Tenant hereby acknowledges and agrees that Landlord's leasing agents and field personnel are only authorized to show the Premises and negotiate terms and conditions for leases subject to Landlord's final approval, and are not authorized to make any agreements, representations, understandings or obligations binding upon Landlord respecting the condition of the Premises or Property, suitability of the same for Tenant's business, the current or future amount of Taxes, Insurance or Expenses or any component thereof, the amount of rent or other terms applicable under other leases at the Property, whether Landlord is furnishing the same utilities or services to other tenants at all, on the same level or on the same basis, or any other matter, and no such agreements, representations, understandings or obligations not expressly contained herein or in such contemporaneous agreement shall be of any force or effect. TENANT HAS RELIED ON TENANT'S INSPECTIONS AND DUE DILIGENCE IN ENTERING THIS LEASE, AND NOT ON ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE HABITABILITY, CONDITION OR SUITABILITY OF THE PREMISES OR PROPERTY FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTER NOT EXPRESSLY CONTAINED HEREIN. This Lease, including the Exhibits referred to above, may not be modified, except in writing signed by both parties. [signature page follows] 34 above. IN WITNESS WHEREOF, the parties have executed this Lease as of the date first set forth LANDLORD: J2M-900, LLC, an Illinois limited liability company By: Matthew D. Baumann, Manager TENANT: DYNAMIC RUBBER, INC., a corporation By: Name: Title: SIGNATURE PAGE LOT 3 IN KENSINGTON CENTER RESUBDIVISION IV, BEING A RESUBDIVISION OF LOTS 2 AND 3 IN KENSINGTON CENTER, PHASE TWO, BEING A SUBDIVISION IN PART OF THE NORTHWEST 1/4 OF SECTION 35, TOWNSHIP 42 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 31, 1980 AS DOCUMENT NUMBER 25722781, IN COOK COUNTY, ILLINOIS. STREET ADDRESS: 900 E. BUSINESS CENTER DRIVE, MT. PROSPECT, IL PIN: 03-35-104-007-0000 A-1-1 (Premises Labeled as "TENANT A") (Expansion Space Labeled as "TENANT B") (Exclusive Loading Dock and Door Labeled as "EXCLUSIVE DOCK & DOOR") [see attached] A-2-1 1*A:11-3k9-_ ■W_1►11]116]:1O&ATJLO]N:� [TO BE INSERTED] B-1 This Exhibit is a "Work Letter" to the foregoing document (referred to herein for convenience as the "Lease Document"). All section references contained in this Work Letter are references to sections of this Work Letter. Basic Arranaement a. Tenant to Arrange for Work. Tenant desires to engage one or more contractors to perform certain improvements (the "Work," as further defined in Section VII) to or for the Premises under the Lease Document. Tenant shall arrange for the Work to be planned and performed strictly in accordance with the provisions of this Exhibit and applicable provisions of the Lease Document. Tenant shall pay when due all costs for or related to the Plans and Work whatsoever ("Costs of the Work"), and Landlord shall reimburse certain such costs up to the Allowance, as further described below. b. Allowance, Landlord's Costs. Landlord shall provide up to $165,000.00 (the "Allowance") towards the Costs of the Work. Notwithstanding anything to the contrary contained herein, any personal property, trade fixtures or business equipment, whether or not shown on the Approved Plans, shall be provided by Tenant, at Tenant's sole cost, and the Allowance shall not be used for such purposes. Further, notwithstanding anything to the contrary contained herein, up to $40,000 of the Allowance may be: (i) used for the costs any modular or other furniture and cabling for communications or computer systems to be used or installed in the Premises or (ii) applied toward payments of Rent (as provided in Article 4(B) of the Lease. C. Funding and Disbursement. Landlord shall fund and disburse the Allowance to Tenant within thirty (30) days after the Work has been completed in accordance with the Approved Plans in accordance with the provisions hereof. It shall be a condition precedent to Landlord's obligation to fund and disburse the Allowance to Tenant that Tenant shall have submitted all invoices, a Tenant's affidavit, and complete unconditional lien waivers and affidavits of payment by all Tenant's Contractors, and such other evidence as Landlord may reasonably require that the cost of the Work has been paid and that no architect's, mechanic's, materialmen's or other such liens have been or may be filed against the Property or the Premises arising out of the design or performance of such Work. Landlord may issue checks to fund the Allowance jointly or separately to Tenant, its general contractor, and any other of Tenant's Contractors. II. Planning. The term "Plans" herein means a "Space Plan," as the same may be superseded by any "Construction Drawings," prepared and approved pursuant to this Section (and as such terms are further defined in Section VII). In the event of any inconsistency between the Space Plan and Construction Drawings, or revisions thereto, as modified to obtain permits, the latest such item approved by Landlord shall control. The term "Approved Plans" herein means the Plans (and any revisions thereof) as approved by Landlord in writing in accordance with this Section. a. Space Plan, Construction Drawings and Engineering Report. Tenant shall promptly submit three (3) sets of a "Space Plan" (as defined in Section VII) to Landlord for approval. Landlord shall, within five (5) working days after receipt thereof, either approve said Space Plan, or disapprove the same advising Tenant of the reasons for such disapproval. In the event Landlord disapproves said Space Plan, Tenant shall modify the same, taking into account the reasons given by Landlord for said disapproval, and shall submit three (3) sets of the revised Space Plan to Landlord. The parties shall continue such process in the same time frames until Landlord grants approval. To the extent required by Landlord or the nature of the Work and as further described in Section VII, Tenant shall, after Landlord's approval of the Space Plan: (i) submit to Landlord for approval "Construction Drawings" Landlord shall, within ten (10) working days after receipt thereof either approve the Construction Drawings or disapprove the same advising Tenant of the reasons for disapproval. If Landlord disapproves of the Construction Drawings, Tenant shall modify and submit revised Construction Drawings. The parties shall continue such process in the same time frames until Landlord grants approval. Construction Drawings shall include a usable computer aided design (CAD)file. C-1 b. Tenant's Planning Responsibility and Landlord's Approval. Tenant has sole responsibility to prepare the Plans, and to obtain Landlord's final approval thereof (including all revisions). Landlord shall not unreasonably withhold approval of any Plans submitted hereunder. d. Governmental Approval of Plans; Building Permits. Tenant shall cause Tenant's Contractors (as defined in Section III) to apply for any building permits, inspections and occupancy certificates required for or in connection with the Work. If the Plans must be revised in order to obtain such building permits, Tenant shall promptly notify Landlord, promptly arrange for the Plans to be revised to satisfy the building permit requirements, and shall submit the revised Plans to Landlord for approval as a Change Order under Paragraph e below. Landlord shall have no obligation to apply for any zoning, parking or sign code amendments, approvals, permits or variances, or any other governmental approval, permit or action. If any such other matters are required, Tenant shall promptly seek to satisfy such requirements (if Landlord first approves in writing), or shall revise the Plans to eliminate such requirements and submit such revised Plans to Landlord for approval in the manner described above. e. Changes After Plans Are Approved. If Tenant shall desire, or any governmental body shall require, any changes, alterations, or additions to the Approved Plans, Tenant shall submit a detailed written request or revised Plans (the "Change Order") to Landlord for approval. If reasonable and practicable and generally consistent with the Plans theretofore approved, Landlord shall not unreasonably withhold approval. All costs in connection therewith, including, without limitation, construction costs, permit fees, and any additional plans, drawings and engineering reports or other studies or tests, or revisions of such existing items, shall be included in the Costs of the Work under Section I. In the event that the Premises are not constructed in all material respects with the Approved Plans and any approved Change Orders, Tenant shall promptly make any necessary corrections upon notice from Landlord. III. Contractors and Contracts. Tenant shall engage to perform the Work such contractors, subcontractors and suppliers ("Tenant's Contractors") as Landlord reasonably approves. All contracts shall contain insurance, indemnity and other provisions consistent herewith. Each contract and subcontract shall guarantee to Tenant and Landlord the replacement or repair, without additional charge, of all defects or deficiencies in accordance with its contract within one (1) year after completion of such work or the correction thereof. The correction of such work shall include, without additional charge, all additional expenses and damages in connection with such removal or replacement of all or any part of Tenant's Work, and/or the Property and/or common areas, or work which may be damaged or disturbed thereby. Tenant shall give Landlord copies of all contracts and subcontracts promptly after the same are entered. IV. Insurance and Indemnity. In addition to any insurance which may be required under the Lease Document, Tenant shall either secure, pay for and maintain, or cause Tenant's Contractors to secure, pay for and maintain during the continuance of construction and fixturing work within the Property or Premises, reasonable amounts of customary and appropriate insurance with responsible, licensed insurers, for all insurable risks and liabilities relating to the Work, including commercial general liability with contractual liability coverage ("CGL"), and full replacement value property damage (including installation floater coverage). The CGL policy shall be endorsed to include, as additional insured parties, Landlord, the property management company for the Property, and Landlord's agents, partners, affiliates. All policies shall include a waiver of subrogation in favor of the parties required to be additional insureds hereunder. Such insurance shall be primary to any insurance carried independently by said additional insured parties (which shall be excess and non-contributory). Certificates for such insurance, and the endorsements required hereunder, shall be delivered to Landlord before construction is commenced or any contractor's equipment or materials are moved onto the Property. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any decorations, fixtures, personal property, installations or other improvements or items of work installed, constructed or brought upon the Premises by or for Tenant or Tenant's Contractors, all of the same being at Tenant's sole risk. In the event that during the course of Tenant's Work any damage shall occur to the construction and improvements being made by Tenant, then Tenant shall repair the same at Tenant's cost. Tenant hereby agrees to protect, defend, indemnify and hold Landlord and its employees, agents, and affiliates harmless from all liabilities, C-2 losses, damages, claims, demands, and expenses (including attorneys' fees) arising out of or relating to the Plans or Work. V. Performance of Work a. Conditions to Commencing Work. Before commencing any Work, Tenant shall: (i) obtain Landlord's written approval of Tenant's Planners and the Plans, as described in Section II, (ii) obtain and post all necessary governmental approvals and permits as described in Section II, and provide copies thereof to Landlord, (iii) obtain Landlord's written approval of Tenant's Contractors, and provide Landlord with copies of the contracts as described in Section III, and (iv) provide evidence of insurance to Landlord as described in Section IV. b. Compliance and Standards. Tenant shall cause the Work to comply in all respects with the following: (i) the Approved Plans, (ii) the Property Code of the City and State in which the Property is located and Federal, State, County, City or other laws, codes, ordinances, rules, regulations and guidance, as each may apply according to the rulings of the controlling public official, agent or other such person, (iii) applicable standards of the National Board of Fire Underwriters (or successor organization) and National Electrical Code, (iv) applicable manufacturer's specifications, and (v) any reasonable work rules and regulations as Landlord or its agent may have adopted for the Property, including any Rules attached as an Exhibit to the Lease Document. Tenant shall use only new, first-class materials in the Work, except where explicitly shown in the Approved Plans. Tenant's Work shall be performed in a thoroughly safe, first-class and workmanlike manner, and shall be in good and usable condition at the date of completion. C. Property Operations, Dirt, Debris, and Noise. Tenant and Tenant's Contractors shall make all efforts and take all proper steps to assure that all construction activities do not interfere with the operation of the Property or with other occupants of the Property. Tenant's Work shall be coordinated under Landlord's direction with any other work and other activities being performed for or by other occupants in the Property so that Tenant's Work will not interfere with or delay the completion of any other work or activity in the Property. Construction equipment and materials are to be kept within the Premises, and delivery and loading of equipment and materials shall be done at such locations and at such time as Landlord shall reasonably direct so as not to burden the construction or operation of the Property. Tenant's Contractors shall comply with any work rules of the Property and Landlord's requirements respecting the hours of availability of elevators and manner of handling materials, equipment and debris. Demolition must be performed after 6:00 p.m. and on weekends, or as otherwise required by Landlord or the work rules for the Property. Construction which creates noise, odors or other matters that may bother other occupants may be rescheduled by Landlord at Landlord's sole discretion. Delivery of materials, equipment and removal of debris must be arranged to avoid any inconvenience or annoyance to other occupants. The Work and all cleaning in the Premises must be controlled to prevent dirt, dust or other matter from infiltrating into adjacent occupant, common or mechanical areas. d. Removal of Debris. Tenant's Contractors shall be required to remove from the Premises and dispose of, at least once a day and more frequently as Landlord may direct, all debris and rubbish caused by or resulting from the Work, and shall not place debris in the Property's waste containers. If required by Landlord, Tenant shall sort and separate its waste and debris for recycling and/or environmental law compliance purposes. Upon completion of Tenant's Work, Tenant's Contractors shall remove all surplus materials, debris and rubbish of whatever kind remaining within the Property which has been brought in or created by Tenant's Contractors in the performance of Tenant's Work. If any of Tenant's Contractors shall neglect, refuse or fail to remove any such debris, rubbish, surplus material or temporary structures within 48 hours after notice to Tenant from Landlord with respect thereto, Landlord may cause the same to be removed by contract or otherwise as Landlord may determine expedient, and charge the cost thereof to Tenant as additional Rent under the Lease Document. e. Completion and General Requirements. Tenant shall take all actions necessary to cause Tenant's Planners to prepare the Approved Plans, and to cause Tenant's Contractors to obtain permits or other approvals, diligently commence and prosecute the Work to completion, and obtain any inspections C-3 and occupancy certificates for Tenant's occupancy of the Premises by the Commencement Date set forth in the Lease Document. Any delays in the foregoing shall not serve to abate or extend the time for the Commencement Date or commencement of Rent under the Lease Document, except to the extent of one (1) day for each day that Landlord delays approvals required hereunder beyond the times permitted herein without good cause, provided substantial completion of the Work and Tenant's ability to reasonably use the Premises by the Commencement Date (or by such later date when Tenant would otherwise have substantially completed the Work) is actually delayed thereby. Tenant shall impose on and enforce all applicable terms of this Exhibit against Tenant's Planners and Tenant's Contractors. Landlord may impose reasonable additional requirements from time to time in order to ensure that the Work, and the construction thereof does not disturb or interfere with any other occupants of the Property, or their visitors, contractors or agents, nor interfere with the efficient, safe and secure operation of the Property. Tenant shall notify Landlord upon completion of the Work (and record any notice of completion contemplated by law). To the extent reasonably appropriate based on the nature of the Work, Tenant shall provide Landlord with "as built" drawings no later than thirty (30) days after completion of the Work. f. Landlord's Role and Rights. The parties acknowledge that neither Landlord nor its managing agent is an architect or engineer, and that the Work will be designed and performed by Tenant's Contractors engaged by Tenant. Landlord and its managing agent shall have no responsibility for construction means, methods or techniques or safety precautions in connection with the Work, and do not guarantee that the Plans or Work will be free from errors, omissions or defects, and shall have no liability therefor. Landlord's approval of Tenant's Plans and contracts, and Landlord's designations, lists, recommendations or approvals concerning Tenant's Planners and Contractors shall not be deemed a warranty as to the quality or adequacy thereof or of the Plans or the Work, or the design thereof, or of its compliance with laws, codes and other legal requirements. Tenant shall permit access to the Premises, and inspection of the Work, by Landlord and Landlord's architects, engineers, contractors and other representatives, at all times during the period in which the Work is being planned, constructed and installed and following completion of the Work. Landlord shall have the right, but not the obligation, to perform, on behalf of and for the account of Tenant, subject to reimbursement by Tenant, any work required to cure or complete any Work which has violated this Exhibit. No such action by Landlord shall delay the Commencement Date set forth in the Lease Document or the commencement of Rent or any other obligations of Tenanttherein. VI. HVAC Balancing. As a final part of the Work to the extent the work affects or alters the HVAC system serving the Premises, Tenant shall cause its contractor to perform air balancing tests and adjustments on all areas of the Premises served by the air handling system that serves the areas in which the Work is performed (including any original space and any additional space being added to the Premises in connection herewith). Landlord shall not be responsible for any disturbance or deficiency created in the air conditioning or other mechanical, electrical or structural facilities within the Property or Premises as a result of the Work. If such disturbances or deficiencies result, and Tenant's contractor does not properly correct the same, Landlord reserves the right, after fifteen (15) days notice to Tenant, to correct the same and restore the services to Landlord's reasonable satisfaction, at Tenant's reasonable expense. VII. Certain Definitions a. "Space Plan" herein means, to the extent required by the nature of the Work, detailed plans (including any so-called "pricing plans"), including a fully dimensioned floor plan and drawn to scale, showing: (i) demising walls, interior walls and other partitions, including type of wall or partition and height, and any demolition or relocation of walls, and details of space occupancy and density, (ii) doors and other openings in such walls or partitions, including type of door and hardware, (iii) electrical and computer outlets, circuits and anticipated usage therefor, (iv) any special purpose rooms, any sinks or other plumbing facilities, heavy items, and any other special electrical, HVAC or other facilities or requirements, including all special loading and related calculations, (v) any space planning considerations to comply with fire or other codes or other governmental or legal requirements, (vi) finish selections, and (vii) any other details or features reasonably requested by Landlord in order for the Space Plan to serve as a basis for Landlord to approve the Work, and for Tenant to contract and obtain permits for the Work, or for the Space Plan to serve as a basis for preparing Construction Drawings. C-4 b. "Construction Drawings" herein means, to the extent required by the nature of the Work, fully dimensioned architectural construction drawings and specifications, and any required engineering drawings, specifications and calculations (including mechanical, electrical, plumbing, structural, air- conditioning, ventilation and heating), and shall include any applicable items described above for the Space Plan, and any other details or features reasonably requested by Landlord in order for the Construction Drawings to serve as a basis for Landlord to approve the Work, and for Tenant to contract and obtain permits for the Work. C. "Work' herein means: (i) the improvements and items of work shown on the final Approved Plans (including changes thereto), and (ii) any preparation or other work required in connection therewith, including without limitation, structural or mechanical work, additional HVAC equipment or sprinkler heads, or modifications to any building mechanical, electrical, plumbing or other systems and equipment or relocation of any existing sprinkler heads, either within or outside the Premises required as a result of the layout, design, or construction of the Work or in order to extend any mechanical distribution, fire protection or other systems from existing points of distribution or connection, or in order to obtain building permits for the work to be performed within the Premises (unless Landlord requires that the Plans be revised to eliminate the necessity for such work). VIII. Liens. Tenant shall pay all costs for the Plans and Work when due. Tenant shall keep the Property, Premises and this Lease free from any mechanic's, materialman's, architect's, engineer's or similar liens or encumbrances, and any claims therefor, or stop or violation notices, in connection with the Plans and Work. Tenant shall give Landlord notice at least ten (10) days prior to the commencement of any Work (or such additional time as may be necessary under applicable Laws), to afford Landlord the opportunity of posting and recording appropriate notices of non -responsibility. Tenant shall remove any such claim, lien or encumbrance, or stop or violation notices of record, by bond or otherwise within thirty (30) days after notice by Landlord. If Tenant fails to do so, Landlord may pay the amount (or any portion thereof) or take such other action as Landlord deems necessary to remove such claim, lien or encumbrance, or stop or violation notices, without being responsible for investigating the validity thereof. The amount so paid and costs incurred by Landlord shall be deemed additional Rent under the Lease Document payable upon demand, without limitation as to other remedies available to Landlord. IX. Miscellaneous a. Interpretation; Original Lease. If this Work Letter is attached as an Exhibit to an amendment to an existing lease ("Original Lease"), whether such amendment adds space, relocates the Premises or makes any other modifications, the term "Lease Document" herein shall refer to such amendment, or the Original Lease as amended, as the context implies. By way of example, in such case, references to the "Premises" and "Commencement Date" herein shall refer, respectively, to such additional or relocated space and the effective date for delivery thereof under such amendment, unless expressly provided to the contrary herein. Capitalized terms not otherwise defined herein shall have the meanings, if any, ascribed thereto in the Lease Document. b. General Matters. This Exhibit is intended to supplement and be subject to the provisions of the Lease Document, including, without limitation, those provisions requiring that any modification or amendment be in writing and signed by authorized representatives of both parties. This Exhibit shall not apply to any additional space added to the Premises at any time, whether by any options or rights under the Lease Document or otherwise, or to any portion of the Premises in the event of a renewal or extension of the Term of the Lease Document, whether by any options or rights under the Lease Document or otherwise, unless expressly so provided in the Lease Document or any amendment or supplement thereto. The Lease Document and this Exhibit are not intended to create any third -party beneficiaries; without limiting the generality of the foregoing, no Tenant Contractors or Tenant Planners shall have any legal or beneficial interest in the Allowance. The rights granted in this Exhibit are personal to Tenant as named in the Lease Document and any Permitted Transferee, and are intended to be performed for such Tenant's occupancy of the Premises. C-5 (1) No Exterior Storage. Nothing shall be stored outside the Premises, unless otherwise specifically permitted under this Lease or unless exterior storage is required by Law and approved in writing by Landlord. (2) Dust and Fume Control. No wood -shaping or spraying material processes or any activity creating dust or fumes that may be hazardous shall be performed in the Premises except in an environment controlled by air -handling equipment properly and lawfully designed and utilized, which shall be maintained and operated at all times to prevent hazardous accumulations of wood, chemical or other pollutants in the atmosphere within the Premises or Property. (3) Trash. All garbage, refuse, trash and other waste shall be kept in the kind of container, placed in the areas, and prepared for collection in the manner and at the times and places specified by Landlord, subject to the provisions of this Lease respecting Hazardous Materials. If Landlord designates a service to pick up such items, Tenant shall use the same (and the cost shall be included in Expenses). Landlord reserves the right to require that Tenant participate in any recycling program designated by Landlord, provided that such program shall be at no additional cost or expense to Tenant. (4) Window and Door Treatments Tenant shall not place anything or allow anything to be placed in the Premises near the glass of any door, partition, wall or window which may be unsightly from outside the Premises, and Tenant shall not place or permit to be placed any article of any kind on any window ledge or on the exterior walls. Blinds, shades, awnings or other forms of inside or outside window devices shall not be placed in or about the outside windows or doors in the Premises except to the extent, if any, that the design, character, shape, color, material and make thereof is first approved or designated by Landlord. Tenant shall not install or remove any solar tint film from thewindows. (5) Balconies and Patios. If the Premises has access to a patio or balcony, Tenant shall have a license to enter such area, subject to the following provisions: (i) Tenant's access to such area shall be limited to the area immediately adjoining the Premises (and bounded by an extension of the demising lines of the Premises), and Landlord reserves the right to install materials separating Tenant's area from the area adjoining other tenants' premises, (ii) Tenant shall use such area only in a manner that is quiet and compatible with the nature of the Property, which only involves the use of benches or outdoor furniture approved by Landlord in writing, and which will not bother, disturb or annoy any other occupants of the Property, and (iii) Tenant's use thereof shall be subject to the other provisions of this Lease, including the other Rules. (6) Lighting and General Appearance of Premises. Landlord reserves the right to designate and/or approve in writing all internal lighting that may be visible from the public, common or exterior areas. The design, arrangement, style, color, character, quality and general appearance of the portion of the Premises visible from public, common and exterior areas, and contents of such portion of the Premises, including furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and replacements thereto shall at all times have a neat, professional, attractive, first class appearance. (7) Use of Common Areas; No Soliciting. Tenant shall not use the common areas, including areas adjacent to the Premises, for any purpose other than ingress and egress, and any such use thereof shall be subject to the other provisions of this Lease, including these Rules. Without limiting the generality of the foregoing, Tenant shall not allow anything to remain in any passageway, sidewalk, court, corridor, stairway, entrance, exit, elevator, parking or shipping area, or other area outside the Premises. Tenant shall not use the common areas to canvass, solicit business or information from, or distribute any article or material to, other tenants or invitees of the Property. Tenant shall not make any room -to -room canvass to solicit business or information or to distribute any article or material to or from other tenants of the Property and shall not exhibit, sell or offer to sell, use, rent or exchange any products or services in or from the Premises unless ordinarily embraced within the Tenant's use of the Premises expressly permitted in the Lease. Landlord shall in all cases retain the right to control and prevent access M to such areas by Persons engaged in activities which are illegal or violate these Rules, or whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the Property and its tenants (and Landlord shall have no liability for such actions taken in good faith). (8) Plumbing Equipment. Toilet rooms, urinals, wash bowls, drains, sewers and other plumbing fixtures, equipment and lines shall not be misused or used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be disposed of therein. (9) Roof; Awnings and Projections. Tenant shall not install any sign, antennae, satellite dish or any other device on the roof, or common areas of the Property without the prior written consent of Landlord, not to be unreasonably withheld or delayed. Tenant may install and have access to rooftop HVAC equipment only to the extent approved or required by Landlord from time to time in connection with Tenant's maintenance, repair or HVAC obligations under this Lease. No awning or other projection shall be attached by or for Tenant to the exterior walls of the Premises or the Building. (10) Signs. Landlord may prescribe the suite number for the Premises and cause building standard suite identification signage to be placed on or adjacent to the main entrance door of the Premises. Except as otherwise provided in this Lease, Tenant shall bear the expense of any such initial building standard signage, and Tenant shall pay Landlord's standard charges for changes requested by Tenant and approved by Landlord thereafter promptly after billing thereof. Tenant shall not paint, display, inscribe, maintain or affix any sign, placard, picture, advertisement, name, notice, lettering or direction on any part of the outside or inside of the Property, or on any part of the inside of the Premises which can be seen from the outside of the Premises, without the prior consent of Landlord, and then only such name or names or matter and in such color, size, style, character and material, and with professional designers, fabricators and installers as may be first approved or designated by Landlord in writing. Landlord reserves the right, without notice to Tenant, to remove at Tenant's expense all matter not so installed or approved. If Landlord approves of any Tenant sign, then such sign shall: (i) be professionally designed, prepared and installed, (ii) be in good taste so as not to detract from the general appearance of the Premises or the Property, (iii) not advertise any product, and (iv) comply with any sign criteria developed by Landlord from time to time. All signs hereunder shall be subject to all Laws and any covenants, conditions and restrictions applicable to the Property or Building. Tenant shall maintain any Tenant signs approved hereunder in good repair and sightly first class condition. (11) Parking. Except as otherwise provided in this Lease, parking of cars shall be available in areas designated generally for tenant parking, if any, on a "first come", "first served" unassigned basis in common with Landlord, other tenants and other parties to whom parking privileges have been or are hereafter granted. Except as otherwise provided in this Lease, Tenant shall not exceed its percentage share of such available parking spaces based on the ratio of the rentable area of the Premises to the rentable area of the Building. Parking is prohibited in areas: (1) not striped or designated for parking, (2) aisles, (3) where "no parking" signs are posted, (4) on ramps, and (5) loading areas and other specially designated areas. Delivery trucks and vehicles shall use only those areas designated therefor. Except as otherwise provided in this Lease, Landlord reserves the right to: (i) assign specific spaces, and reserve spaces for small cars, disabled individuals, and other tenants, customers of tenants or other parties (and Tenant shall not park in any such assigned or reserved spaces) and (ii) restrict or prohibit full size vans and other large vehicles. In case of any violation of these provisions or any applicable Laws, Landlord may: (a) refuse to permit the violator to park, and remove the vehicle owned or driven by the violator from the Property without liability whatsoever, at such violator's risk and expense and/or (b) charge Tenant such reasonable rates as Landlord may from time to time establish for such violations, which shall be at least $100.00 per day for each vehicle that is parked in violation of these Rules (provided, however that Landlord shall first give notice to Tenant of such violation and shall not assess any parking fee unless Tenant has not complied with such notice). These provisions shall be in addition to any other remedies available to Landlord under this Lease or otherwise. (12) Overloading Floors. Tenant shall not overload any floor in the Premises or Property. M (13) Going-Out-Of-Business Sales and Auctions. Tenant shall not use, or permit any other party to use, the Premises for any distress, fire, bankruptcy, close-out, "lost our lease" or going- out-of- business sale or auction. Tenant shall not display any signs advertising the foregoing anywhere in or about the Premises. This prohibition shall also apply to Tenant's creditors. (14) Responsibility for Compliance. Tenant shall be responsible for ensuring compliance with these Rules, as they may be amended, by Tenant's employees and as applicable, by Tenant, any other occupant of the Premises, and their respective agents, employees, invitees, Transferees and contractors. (15) Property Tradename, Likeness, Trademarks. Tenant shall not in any manner use the name of the Property for any purpose other than as Tenant's business address, or use any tradenames or trademarks of Landlord, any other tenant, or their affiliates, or any picture or likeness of the Property, for any purpose, in any letterheads, circulars, notices, advertisements or other material whatsoever. (16) Deliveries and Removals. Tenant shall not take or permit to be taken in or out of other entrances or elevators of the Property any item normally taken, or which Landlord otherwise reasonably requires to be taken, in or out through service doors or on freight elevators. Landlord may impose reasonable requirements for the use of freight elevators and loading areas, and reserves the right to alter schedules without notice. Any hand-carts used at the Property shall have rubber wheels and sideguards, and no other material-handling equipment may be used without Landlord's prior written approval. (17) Locks and Keys. Tenant shall use such standard key system designated by Landlord on all keyed doors to and within the Premises, excluding any permitted vaults or safes (but Landlord's designation shall not be deemed a representation of adequacy to prevent unlawful entry or criminal acts, and Tenant shall maintain such additional insurance as Tenant deems advisable for such events). Tenant shall not attach or permit to be attached additional locks or similar devices to any door or window, change existing locks or the mechanism thereof, or make or permit to be made any keys for any door other than those provided by Landlord. If more than two keys for one lock are desired, Landlord will provide them upon payment of Landlord's charges. In the event of loss of any keys furnished by Landlord, Tenant shall pay Landlord's reasonable charges therefor. The term "key" shall include mechanical, electronic or other keys, cards and passes. (18) Safety And Security Devices, Services And Programs. Safety and security devices, services and programs provided by Landlord, if any, while intended to deter crime and ensure safety, may not in given instances prevent theft or other criminal acts, or ensure safety of persons or property. The risk that any safety or security device, service or program may not be effective, or may malfunction, or be circumvented by a criminal, is assumed by Tenant with respect to Tenant's property and interests, and Tenant shall obtain insurance coverage to the extent Tenant desires protection against such criminal acts and other losses, as further described in Article 10. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord or required by Law. (19) Utility Closets and Connections. Landlord reserves the right to control access to and use of, and monitor and supervise any work in or affecting, the "wire" or telephone, electrical, plumbing or other utility closets, the Systems and Equipment, and any changes, connections, new installations, and wiring work relating thereto (or Landlord may engage or designate an independent contractor to provide such services). Tenant shall obtain Landlord's prior written reasonable consent for any such access, use and work in each instance, and shall comply with such requirements as Landlord may reasonably impose, and the other provisions of Article 6 respecting electric installations and connections, Article 28 respecting telephone Lines and connections, and Article 9 respecting Work in general. Tenant shall have no right to use any broom closets, storage closets, janitorial closets, or other such closets, rooms and areas whatsoever. Except to the extent approved by Landlord in Tenant's plans and specifications, Tenant shall not install in or for the Premises any equipment which requires more electric current than the electrical service existing at the Premises, without Landlord's prior written approval. M (20) Alcohol, Drugs, Food and Smoking. Landlord reserves the right to exclude or expel from the Property any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules. Tenant shall not at any time manufacture, sell, use or give away, any spirituous, fermented, intoxicating or alcoholic liquors on the Premises, nor permit any of the same to occur. Tenant shall not at any time cook, sell, purchase or give away, food in any form by or to any of Tenant's agents or employees or any other parties on the Premises, nor permit any of the same to occur (other than in microwave ovens and coffee makers properly maintained in good and safe working order and repair in lunch rooms or kitchens for employees as may be permitted or installed by Landlord, and which do not violate any Laws or bother or annoy any other tenant). Tenant and its employees shall not smoke tobacco on any part of the Property (including exterior areas) except those areas, if any, that are designated or approved as smoking areas by Landlord. (21) Energy and Utility Conservation. Tenant shall not waste electricity, water, heat or air conditioning or other utilities or services, and agrees to cooperate fully with Landlord to assure the most effective and energy efficient operation of the Property. (22) Unattended Premises. Before leaving the Premises unattended, Tenant shall close and securely lock all doors or other means of entry to the Premises and shut off all lights and water faucets in the Premises (except heat to the extent necessary to prevent the freezing or bursting of pipes). (24) Prohibited Activities. Except to the extent permitted under the Lease or in connection with Tenant's permitted use of the Premises, Tenant shall not: (i) use strobe or flashing lights in or on the Premises, (ii) install or operate any internal combustion engine, boiler, machinery, refrigerating, heating or air conditioning equipment in or about the Premises, except with Landlord's express written approval, (iii) use the Premises for housing, lodging or sleeping purposes or for the washing of clothes, (iv) place any radio or television antennae other than inside of the Premises, (v) do anything in or about the Premises or Property that is illegal, immoral, obscene, pornographic, or anything that may in Landlord's good faith opinion create or maintain a nuisance, cause physical damage to the Premises or Property, interfere with the normal operation of the Systems and Equipment, impair the appearance, character or reputation of the Premises or Property, create waste to the Premises or Property, cause demonstrations, protests, loitering, bomb threats or other events that may require evacuation of the Building, (vi) throw or permit to be thrown or dropped any article from any window or other opening in the Property, (vii) use the Premises for any purpose, or permit upon the Premises or Property anything, that may be dangerous to persons or property (including firearms or other weapons (whether or not licensed or used by security guards) or any explosive or combustible articles or materials), or (viii) adversely affect the indoor air quality of the Premises or Property. (25) Responsibility for Compliance. Tenant shall be responsible for ensuring compliance with these Rules, as they may be amended, by Tenant's employees and as applicable, by Tenant's agents, invitees, contractors, subcontractors, and suppliers. Tenant shall cooperate with any reasonable program or requests by Landlord to monitor and enforce the Rules, including providing vehicle numbers and taking appropriate action against such of the foregoing parties who violate these provisions. M [TO BE INSERTED] M