THIS AGREEMENT OF LEASE dated August 5, 2008, between VREELAND SPVEF VENTURE, LLC, a Delaware
limited liability company having an office address c/o Bergman Realty Corporation, 555 Route One
South, Iselin, New Jersey 08830 (hereinafter called “Landlord”) and SCO GROUP, INC., a
corporation having an office address of 355 South 520 West, Lindon, Utah 84042 (hereinafter called
Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the Demised Premises
(hereinafter defined) for the Term (hereinafter defined) and at the rent and on all of the terms
and conditions set forth herein. Intending to be legally bound hereunder and in consideration of
$1.00 and other good and valuable consideration, Landlord and Tenant hereby agree with each other
ARTICLE I. BASIC LEASE INFORMATION.
Section 1.01. Building:
The Building is located at 25 A Vreeland Road, Florham Park, New Jersey 07932 (‘the Building”)
and is part of the two building complex known as FLORHAM PARK CORPORATE CENTER, located at 25 A and
B Vreeland Road, Florham Park, New Jersey 07932 (the “Complex”). The Building, Complex and the
“Land” (as described in Exhibit A attached hereto) are sometimes referred to collectively as the
“Real Estate” or the “Property”.
Section 1.02. Demised Premises:
Effective as of the Commencement Date of this Lease (hereinafter defined), the “Demised
Premises” shall initially be that portion of the Building leased to Tenant consisting of
approximately 9,076 rentable square feet of area (inclusive of allocable Common Areas as
defined in Section 2.04 hereof) consisting of (i) approximately 6,830 rentable square feet
of area located on the first (1st) floor (the “Initial 1st Floor Premises”), and (ii)
approximately 2,246 rentable square feet of area located on the third (3rd) floor
(the “3rd Floor Premises”), all as shown outlined in red on the Floor Plan attached hereto as
Exhibit B. Effective as of the Expansion Space Effective Date (as defined in Section 4.02 (c)
below), the Demised Premises shall be increased by that portion of the Building leased to Tenant
consisting of approximately 340 rentable square feet of area located on the first (1st)
floor as shown crosshatched and outlined in red on the Floor Plan attached hereto as Exhibit B (the
“Expansion Space”) for a total Demised Premises of 9,416 rentable square feet consisting of
(i) approximately 7,170 rentable square feet of area located on the first (1st)
floor, and (ii) approximately 2,246 rentable square feet of area located on the third
(3rd) floor. The Demised Premises includes any alterations, additions or repairs made
thereto. This computation of rentable square footage shall be binding and conclusive on the
parties, and their successors and assigns.
Section 1.03. Base Rent:
Base Rent shall be payable in equal monthly installments as follows (subject to adjustment
pursuant to Sections 5.02 and 5.03 hereof):
Annual Base Rent
Monthly Base Rent
Months 1 — Expansion Space
Expansion Space Effective Date —
Months 14 — 37:
Months 38 — 61:
Notwithstanding the foregoing, Tenant shall receive a rent abatement in the amount of $16,639.33
for the first full calendar month of the Term. In the event the Commencement Date (as defined
below) shall occur on a day other than the first day of a calendar month, then the Base Rent for
that month shall be pro-rated based on a thirty (30) day month.
Section 1.04. Security Deposit:
Tenant has deposited with Landlord the sum of TWO HUNDRED TWENTY-FIVE THOUSAND AND 00/100
($225,000.00) DOLLARS as the Security Deposit, to be governed by Section 5.05 hereof. Tenant shall
have the right to substitute an irrevocable letter of credit (“Letter of Credit”) for the cash
security deposit, subject to Landlord’s reasonable approval of (i) the institution or bank issuing
said Letter of Credit, and (ii) the form of the Letter of Credit. Provided Tenant is not in
default of the Lease, and Tenant has demonstrated a prompt payment record, then Landlord agrees to
return a portion of the Security Deposit in the amount of $45,000.00 after each of the thirteenth
(13th), twenty-fifth (25th), thirty-seventh (37th) and forty-ninth (49th) months anniversaries of
the Commencement Date, which will leave remaining balances of $180,000.00, $135,000.00, $90,000.00
and $45,000.00, respectively, on each of said anniversaries (or in the event Tenant provided a
Letter of Credit in lieu of the cash Security Deposit, Landlord shall return the original Letter of
Credit to Tenant within thirty (30) days following receipt of a substitute Letter of Credit from
Section 1.05. Term:
The Term of this Lease shall be sixty-one (61) months plus the remaining number of
days in the month on which the Commencement Date (hereinafter defined) occurs if such date is other
than the first day of the month. The last day of the Term shall be the Expiration Date
(hereinafter defined). The Commencement Date shall be confirmed between Landlord and Tenant by
means of a “Commencement Date Memorandum” (attached hereto as Exhibit G).
Section 1.06. Tenant’s Pro Rata Share:
Tenant’s Pro Rata Share shall be the ratio of the total rentable square footage of the Demised
Premises to the total square footage of the Building. The Landlord and Tenant have determined that
Tenant’s Pro Rata Share shall initially be 8.04% based upon the Building rentable area of
112,922 square feet. As of the Expansion Space Effective Date, Tenant’s Pro Rata Share
shall be increased by 0.30% (to reflect the addition of the Expansion Space) for a total Tenant’s
Pro Rata Share of 8.34%. This determination of Tenant’s Pro Rata Share shall be binding
and conclusive on the parties, and their successors and assigns.
Section 1.07. Tenant’s Electricity Charge:
Upon the Commencement Date hereof, the Tenant Electricity Charge is based upon the rate of ONE
and 75/100 ($1.75/sq.ft.) Dollars per rentable square foot per annum (subject to adjustment
pursuant to Section 8.02). The Tenant Electricity Charge shall be payable in monthly installments
as follows (subject to adjustment pursuant to Section 8.02):
Commencement Date — Expansion
Space Effective Date:
Expansion Space Effective Date —
ARTICLE II. DEFINITIONS.
As used herein, the terms below have the following meanings:
Section 2.01. Assessed Valuation:
The Assessed Valuation of the Real Estate, including any added and/or omitted assessments,
when fully assessed, as such is determined by final administrative proceedings by an appropriate
Section 2.02. Base Year:
The Base Year for determining Tax Increase Amounts and Operating Cost Increase Amounts shall
be the calendar year 2008.
Section 2.03. Commencement Date:
The target Commencement Date of this Lease shall be September 15, 2008, subject to
adjustment pursuant to Section 4.02 hereof.
Section 2.04. Common Area:
Without limitation, the hallways, entryways, stairs, vending area, elevators, driveways,
sidewalks, parking areas, loading areas, trash facilities, and all other areas and facilities of
the Building and the Land provided and designated from time to time by Landlord for the general
nonexclusive use and convenience of Tenant with other tenants and their respective employees,
invitees, licensees or other visitors.
Section 2.05. Mortgage:
Any mortgage, deed to secure debt, trust indenture, or deed of trust which may now or
hereafter affect, encumber or be a lien upon the Demised Premises, the Building, the Land, and any
spreading agreements, renewals, modifications, consolidations, replacements and extensions thereof.
Landlord’s current mortgagee as of the date hereof is: JP Morgan Chase Bank N.A.
Section 2.06. Operating Cost Base:
The total dollar amount of Building Operating Costs incurred during the Base Year.
Section 2.07. Operating Year:
Operating Year shall mean any calendar year.
Section 2.08. Parking Area:
Those portions of the Real Estate designated for parking by Landlord, which Landlord may
assign and re-assign from time to time. As of the Commencement Date, Tenant shall initially be
permitted to use a total of thirty-two (32) parking spaces in common with other tenants of
the Building to be governed by Section 11.04 hereof, which is based upon a parking ratio of three
and a half (3.5) parking spaces for each 1,000 square feet of rentable area then being leased
hereunder. As of the Expansion Space Effective Date, Tenant’s parking allocation shall be
increased by one (1) parking space to reflect the addition of the Expansion Space, at which
time Tenant shall be permitted to use a total of thirty-three (33) parking spaces in common
with other tenants of the Building to be governed by Section 11.04 hereof, which is based upon a
parking ratio of three and a half (3.5) parking spaces for each 1,000 square feet of rentable area
then being leased hereunder.
Section 2.09. Real Estate Tax Base:
The dollar amount of real estate taxes payable during the Base Year, determined by multiplying
the Assessed Valuation by the tax rate.
Section 2.10. Rent:
Base Rent, Tenant’s Electricity Charge, Tax Increase Amount, Extra Taxes, Operating Cost
Increase Amount (each as defined herein) and any other charges payable to Landlord hereunder.
Section 2.11. Tax Year:
Tax Year shall mean any calendar year.
Section 2.12. Taxes:
All real estate taxes, charges and assessments imposed upon the Real Estate. If any
franchise, capital stock, capital gains, rent, income, profit or any other tax or charge shall be
substituted in whole or in part for the current ad valorem Taxes now or hereafter imposed upon the
Real Estate due to a change in the method of taxation or assessment, such franchise, capital stock,
capital gains, rent, income, profit or other tax or charge shall be deemed included as Taxes.
Section 2.13. Tenant’s Agents:
Includes Tenant’s employees, servants, licensees, subtenants, assignees, contractors, heirs,
successors, legatees, and devisees.
ARTICLE III. PREPARATION OF THE DEMISED PREMISES.
Section 3.01. Tenant Work:
(a) Within ten days (10) after the date of this Lease (if applicable), Tenant shall submit to
Landlord completed interior design drawings, layouts and interior finish specifications for the
preparation of the Demised Premises. Landlord, at its sole cost and expense, shall cause to be
prepared all working, detailed construction drawings and specifications for the Tenant Work (as
hereinafter defined) which shall become a part of this Lease and referred to as the “Plans and
Specifications”. The Tenant Work is described in the Tenant Improvement Workletter annexed hereto
as Exhibit C, which sets forth in detail the parties’ understanding regarding the scope of work to
be provided to Tenant by Landlord (“Tenant Work”) and consists of the Initial 1st Floor Tenant
Improvement Work (as defined in Exhibit C), the 3rd Floor Tenant Improvement Work (as defined in
Exhibit C) and the Expansion Space Tenant Improvement Work (as defined in Exhibit C).
(b) Landlord shall complete the construction of the Tenant Work, in accordance with the Tenant
Improvement Workletter, in the following manner:
(i) Landlord shall arrange for the performance of the 3rd Floor Tenant Improvement Work on or
prior to the Commencement Date and shall arrange for the performance of the Initial 1st Floor
Tenant Improvement Work and the Expansion Space Tenant Improvement Work after the Commencement
(ii) Within a reasonable time consistent with the target Commencement Date, after completion
of the Plans and Specifications (if required), which shall be approved and initialed by Tenant,
Landlord shall apply to the appropriate governmental authorities for any construction permit(s)
which may be required in connection with Landlord’s performance of Tenant Work.
(iii) Within a reasonable time consistent with the target Commencement Date, after the
issuance of such construction permit(s), or if no permit is required, within a reasonable time
after the execution of this Lease, Landlord shall commence to perform Tenant Work and shall
diligently prosecute such work to completion. Landlord shall perform all work provided for in the
Plans and Specifications (or in accordance with Exhibit C if no Plans and Specifications are
required) in compliance with the applicable Building Codes and in a good and workmanlike manner.
Tenant shall advise Landlord immediately in writing of any objection to the performance of the
(iv) Landlord shall arrange for any inspections and shall apply for and obtain any Certificate
of Occupancy required by any governmental authority.
(v) If prior to or during construction, Tenant elects to change the scope of Tenant Work
(“Work Changes”) and/or Tenant requests additional work (“Additional Work”) other than Tenant Work
to be performed in the Demised Premises, then provided such Work Changes or Additional Work adds to
Landlord’s estimated costs, Tenant shall pay for any additional costs in
advance of the Additional Work or Work Changes and upon receipt of invoice from Landlord.
(vi) In the event of a default by Tenant in any payment required on account of Tenant’s Work,
Work Changes or Additional Work costs prior to Tenant’s occupancy of Demised Premises, Landlord
shall, in addition to all other legally allowable remedies, have the same rights as in the case of
an Event of Default in Rent under the Lease.
(vii) To the extent necessary, Tenant shall be responsible for moving all business equipment,
furniture and all personal property (files, wall hangings, valuables, etc.) as may be required in
connection with Landlord commencing and performing any of the Tenant Work.
Section 3.02. Tenant’s Early Access:
(a) Landlord shall permit Tenant to enter the Demised Premises before the Commencement Date
the sole purpose of inspection, and for the installation of Tenant’s telephone, computer or other
data communication wiring, equipment and furniture.
(b) If Tenant is permitted access to the Demised Premises prior to the Commencement Date, it
shall be at Tenant’s sole risk. Landlord may, but need not, grant Tenant a license for access to
the Demised Premises to Tenant or its workmen to perform Additional Work. If the Tenant’s Agents
begin to perform Additional Work, the foregoing license is conditioned upon Tenant’s Agent not
interfering with Landlord’s employees and/or agents or the workmen of any other tenant. This
license may be withdrawn by Landlord at any time, upon written notice to Tenant if Tenant
interferes with Landlord’s prosecution of Tenant’s Work. Such entry shall be subject to all of the
terms, covenants, provisions and conditions of this Lease. Landlord shall not be liable in any way
for any injury, loss or damage occurring as a result of Tenant’s early access to the Demised
Premises. Landlord shall have the right to impose such additional conditions on Tenant’s early
entry as Landlord, in its sole discretion, deems appropriate.
Section 3.03. Insurance Covering Work By Tenant:
Tenant shall not make or cause to be made any alterations, repairs or installations, or
perform Additional Work or any other work to or on the Demised Premises unless Tenant or Tenant’s
contractor, shall obtain and have in force during the performance of such work, General Liability
and Worker’s Compensation insurance (for each and every contractor performing work in or about the
Demised Premises). Such policies shall provide for the coverage amounts described in Section 14.02
hereof, and shall be non-cancelable without ten (10) days prior notice to Landlord by the insurance
company. Tenant shall supply Landlord with copies of the Certificates of Insurance.
Section 3.04. No Representation:
Landlord has made and makes no representations, covenants or warranties with respect to the
Demised Premises, the Building or the Real Estate except as expressly set forth in this Lease.
ARTICLE IV. TERM.
Section 4.01. Term:
The Term of this Lease shall commence on the Commencement Date and shall expire on the
Expiration Date unless sooner terminated pursuant to the terms hereof.
Section 4.02. Commencement Date:
(a) The Commencement Date shall be targeted for the date set forth in Section 2.03 hereof, but
shall be the earlier of: (i) the date on which the 3rd Floor Tenant Improvement Work (as defined in
Exhibit C) is substantially completed and Tenant can take occupancy of the Demised Premises; or
(ii) the day on which Landlord obtains a Certificate of Occupancy (temporary or final) or other
form of governmental approval permitting Tenant’s occupancy of the 3rd Floor Premises; or (iii) the
day on which Tenant takes occupancy of any portion of the Demised Premises; provided
that Landlord is not unreasonably delayed in the completion of 3rd Floor Tenant Improvement Work
due to Tenant’s Work Changes to the Plans and Specifications, Additional Work requests or Tenant’s
delays in giving necessary approvals, in which case the Commencement Date will be accelerated by
number of any such days of delay. Landlord shall inform Tenant of the anticipated date on
which it expects to substantially complete the 3rd Floor Tenant Improvement Work and/or receive a
Certificate of Occupancy (temporary or final).
(b) After the commencement of the Term, Landlord and Tenant shall promptly execute,
acknowledge and deliver to each other the Commencement Date Memorandum attached hereto as Exhibit
G, which confirms the actual Commencement and Expiration Dates of the Lease.
(c) The Expansion Space Effective Date shall be the earlier of: (i) the date on which the
Expansion Space Tenant Improvement Work (as defined in Exhibit C) is substantially completed and
Tenant can take occupancy of the Expansion Space; or (ii) the day on which Landlord obtains a
Certificate of Occupancy (temporary or final if required) or other form of governmental approval
permitting Tenant’s occupancy of the Expansion Space; or (iii) the day on which Tenant takes
occupancy of any portion of the Expansion Space; provided that Landlord is not unreasonably delayed
in the completion of Expansion Space Tenant Improvement Work due to Tenant’s Work Changes to the
Plans and Specifications, Additional Work requests or Tenant’s delays in giving necessary
approvals, in which case the Expansion Space Effective Date will be accelerated by the number of
any such days of delay. Landlord shall inform Tenant of the anticipated date on which it expects
to substantially complete the Expansion Space Tenant Improvement Work and/or receive a Certificate
of Occupancy (temporary or final).
Section 4.03. Expiration Date:
The Expiration Date shall be the last day of the Term as set forth in Section 1.05 from the
Commencement Date. If this Lease is canceled or terminated prior to the Expiration Date by reason
of an Event of Default (as hereinafter defined), Tenant’s liability under the provisions of this
Lease shall continue as set forth in Article XVI hereof.
ARTICLE V. RENT.
Section 5.01. Base Rent:
Tenant shall pay Base Rent to Landlord, in the amount set forth in Section 1.03, without
notice or demand, in equal monthly installments beginning on the Commencement Date (except that the
first monthly installment shall be due upon the execution of this Lease). If the Commencement Date
is a day other than the first day of the month, the first installment shall be prorated for each
day commencing with the Commencement Date up to and including the last day of that month. Each
subsequent installment shall be due on the first day of each month during the Term. If the
Expiration Date occurs on a day other than the last day of any month, Base Rent for the last month
of the Term shall be pro-rated in the same manner.
Section 5.02. Tax Increase Amount:
(a) As used in this Section, Taxes shall be defined as set forth in Section 2.12.
(b) In addition to Base Rent and all other charges Tenant is required to pay hereunder, Tenant
shall pay the “Tax Increase Amount” (as hereinafter defined) to Landlord as follows:
(i) If the Taxes for any Tax Year and/or the estimated Taxes for any ensuing Tax Year during
the Term of this Lease (after the Assessed Valuation has been established), shall be greater than
the Real Estate Tax Base, then Tenant shall pay to Landlord, as Additional Rent and as provided in
paragraph (ii) below, the “Tax Increase Amount” determined by multiplying the difference between
the Taxes for the applicable Tax Year and the Real Estate Tax Base by Tenant’s Pro Rata Share.
Notwithstanding the foregoing, there shall be no Tax Increase Amount due during Tenant’s first
twelve (12) months of occupancy.
(ii) Within ninety (90) days (or as soon as practicable) after Landlord receives the
final tax bill(s) for each Tax Year (after and including the year in which the Assessed Valuation
has been established), Landlord shall submit to Tenant a statement (the “Tax Statement”), which
shall indicate: (i) the total annual Taxes for such Tax Year, (ii) the Tax Increase Amount due for
Year, if any, which Tenant shall pay to Landlord within thirty (30) days after the
issuance of the Tax Statement (iii) the estimated annual increase (or decrease) in the Taxes for
the ensuing Tax Year as reasonably determined by Landlord, (iv) the estimated Tax Increase Amount
due from Tenant for the ensuing Tax Year to be paid monthly on a one-twelfth (1/12) basis, together
with the Base Rent until the next Tax Statement is issued for the following Tax Year, (v) any
overpayment made by Tenant of any estimated Tax Increase Amount for such Tax Year, in which case
Landlord shall either refund the excess amount to Tenant, or credit the excess amount against the
estimated Tax Increase Amount due for the ensuing Tax Year (to the extent there are any) as shown
on the Tax Statement, and (vi) any Extra Taxes due as set forth below. Any Tax Increase Amount for
a period of less than a full Tax Year shall be ratably apportioned.
(c) Tenant shall be liable for any portion of the Taxes, charges and assessments imposed upon
the Real Estate during the Term of this Lease which are attributable to extraordinary improvements
in the Demised Premises or the Building constructed at Tenant’s expense and for which the taxing
authority has assigned an increase in valuation in computing the Assessed Valuation (“Extra
Taxes”). Tenant shall pay to Landlord such Extra Taxes within thirty (30) days after issuance of
the Tax Statement as set forth above. Any Extra Taxes due for a period of less than a full year
shall be ratably apportioned. Tenant shall not be liable for any Extra Taxes attributable to the
extraordinary improvements constructed for any other tenant for which the taxing authority has
assigned an increase in valuation in computing the Assessed Valuation.
(d) Tenant’s obligations for payment of Tax Increase Amount or Extra Taxes during the Term
shall survive the expiration or early termination of this Lease.
Section 5.03. Operating Cost Increase Amount:
(a) Tenant hereby agrees that for each Operating Year during the Term of this Lease for which
the Operating Costs (as hereinafter defined) shall be budgeted to exceed the Operating Cost Base
(excluding extraordinary and nonrecurring expenses incurred during any Operating Year), Tenant
shall pay to Landlord, as Additional Rent and in the manner further provided in this Section 5.03,
an amount (the “Operating Cost Increase Amount”) determined by multiplying the difference between
the budgeted Operating Costs for the applicable Operating Year and the Operating Cost Base by
Tenant’s Pro Rata Share. Within ninety (90) days after the commencement of each Operating Year or
as soon as practicable thereafter, except for the Base Year, Landlord shall present to Tenant a
statement (the “Operating Statement”) showing, inter alia, the Operating Cost Increase
Amount, if any, due hereunder (the date upon which the Operating Statement is presented to Tenant
being hereinafter referred to as the “Billing Date”). Within twenty (20) days of the Billing Date
Tenant shall pay the ratable portion of the Operating Cost Increase amount for the portion of the
Operating Year through and including the last day of calendar month in which such payment is made.
Thereafter, Tenant shall pay the Operating Cost Increase Amount monthly on a one-twelfth (1/12)
basis which shall be added to and paid simultaneously with the Base Rent. On the next Operating
Statement, Landlord will provide the actual Operating Costs for the prior Operating Year. If the
actual Operating Costs are greater than the budgeted Operating Costs for that Operating Year
(“underpayment”), then Tenant shall pay its Pro Rata Share of the difference to Landlord within
thirty (30) days after the Billing Date. If the actual Operating Costs are less than the budgeted
Operating Costs for that Operating Year (“overpayment”), but in no event less than the Operating
Cost Base, then Landlord shall have the option of either (1) refunding the excess amount to Tenant
within thirty (30) days after the Billing Date or (2) crediting the excess amount against the next
Operating Cost Increase Amount due, if any, as shown on the Operating Statement. Each Operating
Statement shall indicate (i) the Operating Cost Increase Amount for the current year; (ii) the
difference between the actual Operating Costs and the budgeted Operating Costs for the preceding
Operating Year; (iii) the total Operating Cost Increase Amounts paid by Tenant hereunder for the
account of the preceding Operating Year, if applicable; and (iv) the amount of any overpayment or
underpayment by Tenant on account of the Operating Increase Amount for the preceding Operating
Year. Notwithstanding the foregoing, there shall be no Operating Cost Increase Amount due
during Tenant’s first twelve (12) months of occupancy.
(b) Each Operating Statement furnished by Landlord to Tenant shall be certified by Landlord as
true and correct. If Tenant disputes the amount or characterization of any item contained in the
Operating Statement by giving written notice thereof to Landlord within ninety (90) days of
receipt of the Operating Statement, Tenant shall have the right to review Landlord’s books
or designate a firm of independent certified public accountants to audit Landlord’s records upon
which the Operating Statement is based, provided Tenant pays all sums due as shown on the Operating
Statement prior to any audit. Such audit shall be conducted promptly after Tenant’s notice of
dispute is given to Landlord. The fee for any audit conducted on Tenant’s behalf shall be borne
solely by Tenant, unless the audit discloses that Landlord’s Operating Statement overstated
Operating Costs by more than five (5%) percent, in which event Landlord shall forthwith reimburse
Tenant for the cost of Tenant’s audit. Landlord shall have the right, at its sole expense, to have
Tenant’s audit reviewed by a mutually agreed upon reputable third party certified public
accountant, whose determination shall be based upon generally accepted accounting principles and
which shall be conclusive and binding on both Landlord and Tenant. If, as a result of Tenant’s
inspection of Landlord’s books or the audit of Landlord’s records and review by an independent
certified public accountant, an error is discovered in the Operating Statement, Landlord shall
revise the Operating Statement accordingly and any overpayment by Tenant shall be refunded by
Landlord to Tenant forthwith and any underpayment shall be paid by Tenant on demand. Any audit and
subsequent adjustment in payment shall be deemed to be conclusive of settlement of the dispute. If
Tenant does not notify Landlord of a dispute within ninety (90) days of receipt of any Operating
Statement, Tenant shall be deemed to have accepted Landlord’s Operating Statement.
(c) The “Operating Costs” shall include each and every expense incurred in connection with the
ownership, administration, management, operation, maintenance and repair of the Real Estate, or
reasonably charged by Landlord if Landlord performs management services in connection with the Real
Estate, including management, consulting, legal and accounting fees, and further, including but not
limited to, wages, salaries and fees paid to persons either employed by Landlord or engaged as
independent contractors in the operation of the Real Estate, and such other typical items of
expense as indicated in Subsection (d) below. If any person or independent contractor is employed
with respect to more properties than the Real Estate, the wages, salaries or fees paid therefor
shall be allocated based on time spent by such person or contractor on matters relating to the Real
Estate or the degree of responsibility for the Real Estate compared to the other properties
(d) Some of the typical items of expense which comprise or may comprise, the Operating Costs,
but not by way of limitation, are or may be the following, but only to the extent that they relate
solely or are properly allocated to the Real Estate.
(i) Repairs and maintenance including the cost of materials and supplies;
(ii) Utility costs, including but not limited to gas, electricity (other than Tenant
Electricity Charges) and water and sewer charges;
(iii) Cleaning costs, including but not limited to, windows, the Demised Premises and Common
(iv) Service contracts including but not limited to elevators, HVAC, janitorial and window
cleaning, rubbish removal, exterminating, and towel service;
(v) Costs of landscaping and snow removal;
(vi) Cost of decorating and redecorating Common Areas;
(vii) Wages, salaries and other compensation, including taxes, insurance, retirement, fringe
benefits, uniforms payable to employees, but not above the level of Building Manager;
(viii) Reasonable fees and other compensation payable to independent contractors or other
agents of Landlord;
(ix) Cost of Landlord’s insurance, including but not limited to, fire and extended
coverage, public liability and property, rental value insurance (including Base Rent, estimated Tax
Increase Amount and estimated Operating Cost Increase Amount), elevator, worker’s compensation,
boiler and machinery insurance;
(x) Reasonable auditing, accounting, attorneys’ and consultants fees and disbursements
incurred in connection with the maintenance and operation of the Real Estate;
(xi) A reasonable industry standard management fee for providing property management services
(3% to 5% of gross building receipts), whether or not performed by Landlord, its employees, agents
or servants or performed by an independent management company;
(xii) Any other expenses of any kind whatsoever reasonably incurred in managing, operating,
maintaining and repairing the Real Estate;
(xiii) The cost, if any, of non-tenant area capital improvements installed by Landlord after
the completion of the Building. The cost of any such capital expenditure shall be amortized over
the useful life of such improvements, with that portion of the cost attributable to any Operating
Year to be included in the Operating Costs for that Operating Year in accordance with generally
accepted accounting principles (GAAP); provided, however, that no capital improvements shall be
included in the calculation of Operating Costs during the initial Lease Term unless they are (i)
are required by reason of laws, codes or ordinances, or (ii) are made in order to reduce Operating
Expenses, improve operating efficiencies or are otherwise intended as a cost saving measure; and
(xiv) The cost of compliance by Landlord with all laws, rules, regulations, ordinances or
requirements of the Federal, State or Municipal government, or of any department, subdivision,
bureau or office thereof, or of any other governmental, public or quasi-public authorities now
existing or hereafter created, provided that the cost thereof shall be amortized over the normal
useful life of the improvement(s) made as determined by Landlord in accordance with generally
accepted accounting principles.
(e) The term “Operating Costs” shall not include or be deemed or construed to include:
(i) Costs incurred in connection with, or to correct defects in, the construction of the
Building, the Building’s systems or equipment or the initial development of the Real Estate;
(ii) Costs for which Landlord is reimbursed by its insurer, any tenant’s insurer, any tenant
or under any warranty;
(iii) Costs attributable to improvements to the Demised Premises or the premises of other
tenants in the Building;
(iv) Costs, expenses or expenditures relating to the enforcement of duties, liabilities or
obligations of other tenants in the Building;
(v) Interest, principal or other payments on mortgages, ground leases or other debt costs;
(vi) Depreciation on the Building;
(viii) Costs, which are paid directly by any tenant;
(ix) Cost of Tenant Electricity Charges as defined in Section 8.02(a) for which Landlord is
reimbursed by Tenant or any other tenants in the Building; and
(x) Costs incurred by Landlord to lease space to new tenants or to retain existing tenants,
including, without limitation, leasing commissions, space or planning costs, tenant improvement
costs or allowances, advertising and promotional expenditures, and legal expenses in connection
with lease negotiations.
(xi) The costs of repairs or restoration necessitated by condemnation or casualty damage,
other than a customary deductible;
(xii) Expenses incurred by Landlord to resolve disputes, enforce or negotiate lease terms with
prospective or existing tenants, or in connection with any financing or sale of the Property;
(xiii) Landlord’s general partnership or corporate overhead and general administrative
expenses, except if it is solely for the Building;
(xiv) Cost to correct any penalty or fine incurred by Landlord due to Landlord’s violation of
any federal, state, or local law or regulation;
(xv) any bad debt loss, rent loss or reserves for the same;
(xvi) fees or compensation paid to Landlord, or to Landlord’s subsidiaries or affiliates, for
services in or to the Real Estate to the extent that they exceed the competitive market charges for
comparable services rendered by an unaffiliated third party of comparable skill, competence and
(xvii) Costs arising from the presence of Hazardous Substances (as defined in Article 20
hereof) in, under, on or about the Demised Premises, Building or Real Estate, to the extent such
Hazardous Substances were not first deposited thereon by Tenant or any Tenant Agent after the date
of this Lease;
(xviii) Costs incurred to make or install any capital improvements, other than the capital
expenditures described in Section 5.03(d)(xiii) above (payable on an amortized basis);
(xix) Rentals and other related costs incurred in leasing systems and equipment ordinarily
considered to be capital investments or expenditures;
(xx) Costs not accruing during the Term of this Lease;
(xxi) Landlord’s home office accounting fees other than those specifically incurred in
connection with the Building;
(xxii) Costs incurred in performing any work or furnishing services for any tenant (including
Landlord), whether or not at such tenant’s expense, and costs of performing work or furnishing
services for tenants other than Tenant, to the extent that such work or service is in excess of any
work or service that Landlord is obligated to furnish to Tenant at Landlord’s expense.
(xxiii) Costs of works of art or decorations to the Building; and
(xxiv) Costs or expenses allocable to any retail space.
(f) Landlord and Tenant agree that with respect to all Building Operating Costs, the actual
costs thereof for the Operating Cost Base, and for each Operating Year thereafter, shall be
adjusted to reflect all Building Operating Costs for a full year and at one hundred (100%) percent
(g) Tenant’s obligations for payment of Building Operating Costs during the Term shall survive
the expiration or early termination of this Lease.
Section 5.04. Payment of Rent or Additional Rent:
(a) Rent, including Tax Increase Amounts, Extra Taxes, Operating Cost Increase Amounts,
Tenant’s Electricity Charge, or any other charges payable hereunder (“Additional Rent”) shall be
paid on the first day of each calendar month in lawful currency of the United States without
notice, demand, counterclaim, offset, deduction, defense, or abatement.
(b) All Rent or Additional Rent payable under this Lease shall be payable to Landlord at its
address as set forth in Section 21.04 or at such other address as Landlord shall designate by
giving notice to Tenant.
(c) If Tenant shall fail to pay Base Rent, Additional Rent, Tax Increase Amounts, Operating
Cost Increase Amounts, Extra Taxes, Tenant’s Electricity Charge or any other charges payable
hereunder, whether or not the same are called Rent or Additional Rent, Landlord shall have all
remedies provided for in the Lease or at law as in the case of nonpayment of Rent. Tenant’s
obligations (accruing during the term) under Article V and Article XXI hereof shall survive the
expiration of earlier termination of this Lease.
Section 5.05. Security Deposit:
(a) The sum which is set forth in Section 1.04 which Tenant has deposited with Landlord is
security for the full and faithful performance by Tenant of all its obligations under this Lease or
in connection with this Lease. If an Event of Default (as herein defined) has occurred, Landlord
may use, apply or retain the whole or any part of the Security Deposit in such order and in such
combination as Landlord elects, for the payment of (i) Rent or any other sums of money which Tenant
may not have paid or which may become due after the occurrence of the Event of Default; (ii) any
sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease; or
(iii) any sum which the Landlord may expend or be required to expend by reason of such Event of
Default, including any damages or deficiency in the reletting of the Demised Premises in connection
with Article XVI hereof. In the case of every such application or retention during the Lease Term,
Tenant shall, on demand, pay to Landlord a sum equal to that so applied or retained, which shall be
added to the Security Deposit so that the same shall be restored to its original amount. Landlord
may use, apply or retain the whole or any part of the Security Deposit for the repair of damage to
the Demised Premises upon Tenant’s surrender of the Demised Premises on the Expiration Date. The
use, application or retention of the Security Deposit or portion thereof by Landlord shall not
prevent Landlord from exercising any other right or remedy provided for hereunder or at law and
shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.
(b) The Security Deposit shall bear no interest; and if legally permissible, Landlord shall be
entitled to commingle the Security Deposit with Landlord’s other funds.
(c) If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the
Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days after
the Expiration Date or upon any later date after which Tenant has vacated the Demised Premises. In
the absence of evidence satisfactory to Landlord of any assignment of the right to receive the
Security Deposit or the remaining balance thereof, Landlord may return the Security Deposit to the
original Tenant regardless of one or more assignments of Tenant’s interest in such Security
Deposit. In such event, upon the return of such Security Deposit or balance thereof to the
original Tenant, Landlord shall be completely relieved of liability hereunder.
(d) Tenant covenants and agrees that it shall not assign, pledge, hypothecate, mortgage or
otherwise encumber the Security Deposit during the term of the Lease.
(e) The Security Deposit may be transferred to any purchaser of Landlord’s interest in the
Building or the Real Estate, and upon such transfer, Landlord shall be relieved of any obligation
with respect thereto.
ARTICLE VI. SIGNS.
Section 6.01. Building Directory(s) Signage:
Landlord shall provide a directory of tenants in the entrance lobby area of the Building and a
floor directory of tenants on each of the floors (if applicable), which shall include Tenant’s
Section 6.02. Tenant Door Signage:
(a) At Tenant’s request, Landlord shall order and install the Building standard door signage
bearing Tenant’s name (to the extent a standard door signage system exists in the Building), which
shall be the only signage permitted on the exterior of the Demised Premises; otherwise Tenant may
install its own door signage graphics subject to Landlord’s prior review and approval, not to be
unreasonably withheld, conditioned or delayed.
(b) Tenant shall reimburse Landlord for all costs associated with Tenant’s door signage, or
any requested future changes, including any permits or licenses which may be required.
(c) Tenant shall not have the right to install or maintain any signs in or about the Real
Estate or visible from the outside window of the Demised Premises.
(d) Landlord shall have the right to temporarily remove any sign in order to paint, or to make
repairs, alterations or improvements in or upon the Building or Demised Premises, at its expense,
and shall thereafter reaffix same, at its expense. At the expiration of the Term, the Tenant
shall, at Tenant’s sole cost and expense, remove all signs and restore the area in which they were
affixed to its prior condition.
ARTICLE VII. REPAIRS, ALTERATIONS, COMPLIANCE, SURRENDER.
Section 7.01. Repairs and Maintenance by Landlord:
Landlord shall make or cause to be made necessary repairs and maintenance to the Common Areas
of the Building. Landlord shall make or cause to be made necessary repairs, replacements and
maintenance to the Building or Real Estate including the roof, foundation, floors, exterior walls,
windows, any load-bearing interior walls of the Demised Premises; and the electrical, plumbing,
HVAC and mechanical systems, except for any damage to the Building or Real Estate caused by (i) any
act, omission or negligence of Tenant, Tenant’s agents or invitees; (ii) the failure of Tenant to
perform or comply with any terms, conditions or covenants in this Lease; or (iii) any alterations,
installations, additions or improvements made or to be made by Tenant. Damage set forth in (i),
(ii) and (iii) will be repaired by Landlord at Tenant’s expense.
Section 7.02. Repairs and Maintenance by Tenant:
(a) Tenant shall take good care of the Demised Premises. Except for the repairs and other
work to be performed by Landlord as set forth in this Lease, Tenant, at its expense, shall promptly
make all repairs in and about the Demised Premises as shall be required by reason of (i) the
performance or existence of work performed or to be performed by Tenant, (ii) the installation, use
or operation of Tenant’s property in the Demised Premises, (iii) the moving of Tenant’s property in
or out of the Building or (iv) the misuse or neglect of Tenant or any of its employees, agents or
contractors. Except for repairs Landlord is specifically obligated to make, Tenant, at its
expense, shall be responsible for all repairs, maintenance and replacements within the Demised
Premises, including the replacement of lights and fluorescent bulbs and ballasts which shall be
performed by Landlord and reimbursed by Tenant. Tenant shall notify Landlord of all repairs made
by Tenant exceeding ten thousand ($10,000) dollars in cost. Tenant shall not remove blinds from
windows. In making repairs, Tenant shall observe and comply with all requirements, laws or
regulations of any applicable public authority and the terms and conditions of all insurance
policies required by Article XIV relating to or affecting the Real Estate.
(b) Tenant shall be responsible and liable for all damages to the Demised Premises and the
Building or any part thereof attributable to the fault, negligence or misuse of Tenant, its agents
employees or servants.
Section 7.03. Approval by Landlord of Improvements:
After completion of Tenant’s Work, Tenant may not make alterations, additions or improvements
to the Demised Premises (“Alterations”), or any part, (other than interior improvements or
alterations of a decorative nature), without the prior written consent of Landlord,
not to be unreasonably withheld or delayed, if the reasonable cost of such alterations, additions
or improvements exceeds five thousand ($5,000) dollars or includes any HVAC work, plumbing work,
mechanical work or electrical work or any structural alterations. Prior to starting any work,
Tenant furnish Landlord with (i) copies of any plans and specifications, (ii) any permits that may
be required by law for performing such work or improvements and (iii) copies of certificates of
insurance, for the coverage amounts required herein, for each and every contractor and/or vendor
performing work in or about the Demised Premises for Tenant. In all events, Landlord shall be
permitted to approve, at its sole and absolute discretion, the contractors to be used by Tenant for
HVAC work, plumbing work, mechanical work or electrical work, which approval shall not be
unreasonably withheld or delayed. Any permitted Alterations shall be performed in a good and
workmanlike manner and using Building standard or better quality materials in accordance with all
requirements of any applicable governmental authority, the terms and conditions of all required
insurance policies and any other provisions relating to Tenant’s work herein contained. In no
event shall Tenant make any Alterations of the outside dimensions of the Building or the existing
bearing walls and columns, exterior walls, roof, structural ceiling or foundations. As a condition
of Landlord’s approval of any Alterations, Landlord shall have the right to require Tenant to
restore the Demised Premises to the conditions prior to any Alterations. Landlord shall notify
Tenant at the time Landlord grants its consent to the Alterations whether Tenant shall be required
to restore the Demised Premises to the conditions prior to any Alterations.
Section 7.04. Emergency Repairs:
If, in an emergency, it shall become necessary to make any repairs or replacements otherwise
required to be made by Tenant, Landlord may enter the Demised Premises, and proceed to make or
cause such repairs or replacements to be made at its expense. Landlord shall give Tenant advance
notice of such emergency. Within thirty (30) days after Landlord renders a bill for such repairs
or replacements, Tenant shall reimburse Landlord for the cost of making such repairs.
Section 7.05. Electrical Lines:
Tenant may not install any electrical equipment that overloads the lines in the Demised
Premises, the Building or the Real Estate or which will interfere with the use thereof by other
tenants of the Building unless Landlord approves same in the Plans and Specifications or as
provided for in Section 7.03 above. If Tenant makes such installation, Landlord may require
Tenant, at Tenant’s sole cost and expense, to make whatever alterations and/or repairs are
necessary and which are in compliance with the terms and conditions of all required insurance
policies and all requirements of applicable governmental authorities. Tenant shall be responsible
or liable for all damages anywhere in the Building caused by any electrical overload attributable
Section 7.06. Surrender of Premises:
On the Expiration Date, Tenant shall quit and surrender the Demised Premises together with all
alterations, fixtures, (except trade fixtures), installations, additions and improvements which may
have been made in or attached thereto, broom clean, and in good condition and repair, ordinary wear
and tear excepted, unless Landlord provides otherwise in writing. Any personal property of Tenant,
or any subtenant or occupant, which shall remain in or on the Demised Premises after the
termination of this Lease may, at the option of Landlord and without notice, be deemed to have been
abandoned by such Tenant, subtenant or occupant, and may either be retained by Landlord as its
property or be disposed of, without accountability, in such manner as Landlord may see fit. Tenant
shall reimburse Landlord for any cost or expense incurred by Landlord in carrying out the
foregoing. Landlord shall not be responsible for any loss or damage occurring to any such property
owned by Tenant or any subtenant or occupant. Tenant’s obligations under this Section shall
survive the Expiration Date.
ARTICLE VIII. SERVICE AND UTILITIES
Section 8.01. Landlord’s Services:
(a) Landlord shall furnish: (i) heat and air conditioning required for the comfortable
occupancy of the Demised Premises, between 8:00 A.M. and 6:00 P.M. Monday through Friday, and
Saturday 8:00 A.M. to 1:00 P.M, excluding Holidays (see Exhibit F for “Holiday Schedule”) (ii)
electricity for Tenant’s office use, including lighting and electrical outlets for equipment;
(iii) access and elevator service including one weekend elevator; (iv) restroom supplies; (v)
cleaning services as set forth in the Building Janitorial Specifications (annexed hereto as Exhibit
weekdays, excluding Holidays, (vi) removal of ice, snow and debris from the Common Areas,
including, but not limited to, walkways, parking lots, and other paved surfaces; (vii) landscaping
maintenance and services for all plants, shrubs, flower beds and grounds located in both the
interior and exterior of the Building and the Common Areas; (viii) access to the Building
twenty-four (24) hours per day, seven (7) days per week; (ix) hot and cold water, toilet facilities
and sewerage services; and (x) such other services as Landlord may set forth from time to time.
Landlord shall have the right to reasonably modify the terms and/or frequency of the services
provided (but not to diminish the current services), provided Landlord gives at least five (5)
business days notice of any changes.
(b) Subject to the last sentence of this Section 8.01, (a) Tenant shall have the right to use
the Demised Premises at all times. If Tenant shall require heating, venting or air conditioning
(“HVAC”) beyond the Building hours and days of operation described above (“After Hours Use”), then
Tenant shall provide reasonable notice to Landlord and Landlord shall furnish HVAC upon the express
condition that Tenant shall be responsible for the costs of any and all HVAC and Building Services
required and attributable to such After Hours Use. The cost for After Hours Use of HVAC is charged
at the rate of $75.00 per hour, subject, however, to adjustment by the difference between
the cost of delivery of electricity as of the date of this Lease and any increases in the costs
thereof that may occur from time to time. Payment for After Hours Use of services shall be deemed
Additional Rent and shall be paid to Landlord monthly, together with Base Rent. If Tenant desires
to use the Demised Premises on a regularly scheduled basis for more than two (2) hours at a time,
outside of the Building standard operating hours of 8:00 A.M. to 6:00 P.M. Monday through Friday
and 8:00 AM to 1:00 PM on Saturdays, and Tenant’s after-hours use creates excess security concerns
for the safety of the Building, then Landlord reserves the right, in Landlord’s reasonable
discretion, to provide manned security during such hours and charge the cost thereof to Tenant as
Additional Rent. Landlord shall not charge Tenant for the cost of any security services which are
currently being provided or which are not attributable to Tenant’s after-hours use of the Premises.
(c) Landlord shall maintain and provide services to the Land and Common Area, including
lobbies, stairs, elevators, corridors, restrooms, and Parking Areas.
(d) Landlord shall not be liable for any damages caused by interruption of services due to
repair, inspection or causes beyond its reasonable control. Tenant shall continue to be
responsible for payment of Rent during any period of such interruption. If the interruption of
services does not allow Tenant to comfortably use or occupy the Demised Premises in the normal
course for a period of seven (7) consecutive business days due to any act or omission of the
Land1ord or any of Landlord’s agents, then the Base Rent hereunder shall be equitably abated from
the eighth (8th) consecutive business day until such time as the services are restored. Such
interruption of services shall be defined as (i) no electrical service to the Demised Premises,
(ii) inability to provide access to the Demised Premises via at least one (1) elevator, (iii)
inability to access lavatories on the floor of the Demised Premises or on an adjacent floor, or
(iv) insufficient HVAC such that the Demised Premises cannot be occupied except under conditions of
“extreme discomfort” for the occupants.
Section 8.02. Electricity:
(a) Landlord shall furnish the electricity Tenant shall require in the Demised Premises for
heating and air conditioning on a rent inclusion basis. Tenant shall pay to Landlord, as
Additional Rent, Tenant’s Electricity Charge which amount is defined in Section 1.07 hereof for
Tenant’s electricity consumption within the Demised Premises for interior lighting and the use of
Tenant’s business equipment. This sum shall be payable to Landlord in advance on a monthly basis
together with Base Rent and shall represent the cost of all electricity furnished to Tenant at the
Demised Premises other than for heating and air-conditioning based on 5.5 watts per useable square
(b) If the Plans and Specifications anticipate extra electric usage based on either
substantially greater needs than 5.5 watts per useable square foot or regular usage beyond the
Building business hours, the amount charged to Tenant as set forth in Section 1.07 and paragraph
(b) above shall be adjusted to reflect such additional usage.
(c) Tenant’s Electricity Charge as set forth in Section 1.07 hereof may be adjusted when the
rate charged the Landlord by the local electric company is modified between the execution of this
Lease and the Commencement Date and further adjusted from time to time to reflect changes in the
rate charged the Landlord subsequent to the Commencement Date. Any resulting charges for
electricity shall be no greater than the cost of the same service of the Tenant were individually
connected to the local electric utility company.
(d) Subsequent to Tenant’s having taken occupancy and commenced use of the Demised Premises,
Landlord may cause a survey to be made by an independent electrical engineer or other qualified
person of the estimated use of electricity in the Demised Premises (other than for the heating and
air conditioning provided by Landlord as required herein, but including any supplemental HVAC
systems installed for Tenant’s sole use within the Demised Premises provided the consumption for
said supplemental HVAC is not being measured and billed to Tenant pursuant to a direct meter or
sub-meter). The Tenant Electricity Charge set forth in Section 1.07 hereof shall be adjusted not
more frequently than annually to reflect the outcome of this survey. The cost of preparing the
survey shall be included in Building Operating Costs.
(e) If Landlord or Tenant requests, Landlord shall install an electric meter or sub-meter to
measure the electricity actually consumed in all or a portion of the Demised Premises at any time,
inclusive of any supplemental HVAC equipment installed for Tenant’s sole use (such as an air
conditioning unit for Tenant’s computer equipment room). Landlord shall arrange for such
installation, which shall be at the requesting party’s expense. Tenant shall pay for its
electrical usage based on metering or sub-metering to Landlord, as Additional Rent, on a monthly
basis together with Rent, at the tariff applicable to Landlord, either (i) in lieu of the Tenant’s
Electricity Charges if said metering or sub-metering measures Tenant’s electric consumption for all
interior lighting and receptacle use of Tenant’s business equipment throughout the entire Demised
Premises (excluding the Building heating and air conditioning), or (ii) in addition to Tenant’s
Electricity Charges if said metering is to measure Tenant’s use of any supplemental HVAC equipment
and/or additional electrical circuits.
ARTICLE IX. USE AND OPERATION.
Section 9.01. Use:
Tenant shall use the Demised Premises for general offices and for no other purpose. Tenant
shall comply with all applicable zoning regulations or requirements of any governmental entity
having jurisdiction over the Real Estate, as well as all the requirements set forth in Article XX.
Section 9.02. Rules and Regulations:
The rules and regulations in effect as of this date are set forth in Exhibit D annexed hereto.
Tenant shall observe all Rules and Regulations established by Landlord from time to time for the
Building and the Real Estate, provided Tenant shall be given at least five (5) days’ notice of any
Section 9.03. Restriction on Tenant’s Activities:
(a) Garbage: (i) Tenant shall handle and dispose of all rubbish and garbage in
accordance with the Rules and Regulations established by Landlord.
(ii) Landlord shall provide rubbish and garbage removal in accordance with the cleaning
specifications incorporated as part of Exhibit E.
(iii) Tenant shall arrange for any rubbish and garbage removal in excess of the quantity to be
disposed of by Landlord pursuant to the cleaning specifications set forth in Exhibit E at Tenant’s
(b) Plumbing Facility Use: Tenant shall not use the plumbing facilities of the
Demised Premises or the Building for any purposes other than those for which they are intended.
Tenant may not dispose of any substances therein which may clog, erode or damage the pipelines and
conduits of the Demised Premises, the Building or the Real Estate.
(c) Floor Load: Tenant shall not install, operate or maintain in the Demised Premises
any heavy item of equipment which exceeds the floor load per square foot which such floor was
designed to carry.
(d) Exterior Walls or Roof: Tenant shall not use all or any portion of the roof or
exterior walls of the Demised Premises or the Building for any purpose.
Section 9.04. Compliance With Law:
(a) Tenant shall comply with all statutes, ordinances, orders, rules, regulations and other
governmental requirements relating to the use, condition or occupancy of the Demised Premises, and
all rules, orders, regulations, recommendations and requirements of the board of fire underwriters
or insurance service office, or any other similar body, having jurisdiction over the building in
which the Demised Premises are located (collectively “Law”), including, without limitation, the
making of any required capital improvement or repair at the Demised Premises. Tenant shall not use
or occupy, or permit any portion of the Demised Premises to be used or occupied, (1) in violation
of any law, ordinance, order, rule, regulation, certificate of occupancy or other governmental
requirement, or (2) for any disreputable business or purpose, or (3) in any manner for any business
or purpose that creates risks of fire or other hazards, or that would in any way violate, suspend,
void or increase the rate of fire or liability or any other insurance of any kind at any time
carried by Landlord upon all or any part of the building in which the Demised Premises are located
or its contents.
(b) Landlord shall comply with all present and future Laws (excluding those relating to
Tenant’s specific manner of use of the Premises) or appurtenances or any part thereof.
ARTICLE X. TRANSFER OF INTEREST, PRIORITY OF LIEN.
Section 10.01. Assignment, Subletting, etc.:
(a) Tenant may, with prior written notice to Landlord, sublet the Demised Premises or assign
this Lease only to an affiliated company of Tenant (such as a parent, division or wholly owned
subsidiary of Tenant, or an entity controlled, controlling or under common control with Tenant)
without Landlord’s consent provided, however, Tenant shall continue to be liable and responsible
for the full performance of all obligations under this Lease.
(b) Tenant shall not sublet the Demised Premises or any part thereof, nor assign, mortgage or
hypothecate, or otherwise encumber this Lease or any interest therein, nor grant concessions or
licenses for the occupancy of the Demised Premises or any part thereof to an unaffiliated company
without Landlord’s prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed; provided, however, that upon Tenant’s seeking such consent to assign the
Lease or sublet fifty (50%) percent or more of the Demised Premises, Landlord shall have the right
to a return of the Demised Premises (or, if the request is for a partial sublet of the Demised
Premises, that portion of the Demised Premises that Tenant is seeking to sublet) and possession
thereof. Upon the return of the Demised Premises, all terms and conditions of this Lease shall be
null and void, except for those provisions of the Lease which shall survive the Expiration Date, as
herein provided. Landlord shall approve or disapprove a proposed assignment or subletting as
described in any Tenant’s notice within twenty (20) business days after Tenant gives to Landlord
such notice accompanied by the information required pursuant to the provisions of Section 10.01(d)
or (e) below.
(c) Landlord may, in its sole reasonable determination, withhold approval to a transfer,
assignment or subletting under paragraph (b) above, under the following conditions:
(i) The financial condition of the subtenant or assignee is unsatisfactory;
(ii) The proposed use of the Demised Premises by the subtenant or assignee would be
prejudicial to the safety, character, reputation and interests of the Building and its tenants or
inconsistent with Section 9.01 hereof;
(iii) The subtenant’s or assignee’s occupancy of the Demised Premises will cause excessive
demands on the Real Estate;
(iv) The subtenant is already a tenant in the Building, and Landlord has available space for
lease within the Building to accommodate the existing tenant;
(v) The rent that Tenant proposes to market and advertise the space for sublease is more than
10% less than Tenant’s Base Rent; provided, however, during the course of negotiations Tenant may
ultimately sublease the space for more than 10% less than Tenant’s Base Rent.
For the purposes of this Lease, a merger, reorganization or dissolution involving Tenant or
any guarantors, or any transfer of this Lease by operation of law, shall be deemed to be an
assignment of this Lease which triggers the provisions of this Section 10.01. Furthermore, the
sale, issuance or transfer of any voting capital stock of Tenant or voting capital stock of any
corporate entity which directly or indirectly controls Tenant or the sale, issuance or transfer of
any interest in any non-corporate entity which directly or indirectly controls Tenant, which sale,
issuance or transfer results in a change in the direct or indirect voting control of Tenant, shall
be deemed to be an assignment of this Lease which triggers the provisions of this Section 10.01,
except that the foregoing shall not be applicable to stock which is traded on the New York Stock
Exchange, the American Stock Exchange, or any other nationally recognized stock exchange. If
Tenant is a partnership, trust or unincorporated association, then the sale, issuance or transfer
of a controlling interest therein or of an interest therein which would result in a change in the
voting control of Tenant, or the sale, issuance or transfer of a majority interest in or a change
in the voting control of any partnership, trust or unincorporated association or corporation which
directly or indirectly controls Tenant, or the sale, issuance or transfer of any portion of any
general partnership or managing interest in Tenant or in any such entity, shall be deemed to be an
assignment of this Lease which triggers the provisions of this Section 10.01.
(d) Any request by Tenant for Landlord’s consent to an assignment of this Lease shall state
the proposed assignee’s address and be accompanied by a duplicate original of the instrument of
assignment (wherein the assignee assumes, jointly and severally with Tenant, the performance of
Tenant’s obligations hereunder).
(e) Any request by Tenant for Landlord’s consent to a sublease shall state the proposed
subtenant’s address and be accompanied by a duplicate original of the instrument of sublease, which
sublease must provide that (i) such sublease is subject to this Lease and that such subtenant shall
be bound by all of the terms and conditions of this Lease to the extent of the Demised Premises
being sublet, (ii) if this Lease is terminated because of Tenant’s default, prior to the expiration
date of such sublease, such subtenant shall, at Landlord’s option, fully and completely attorn to
Landlord for the balance of the term of the sublease, and (iii) such subtenant waives provisions of
any present or future law which may give such subtenant any right of election to terminate such
sublease or to surrender possession of such subleased space in the event any proceeding is brought
by Landlord to terminate this Lease.
(f) In the event of any assignment or sublease to which Landlord has consented or is expressly
permitted under this Section 10.01, Tenant will not thereby be released from the payment and
performance of any of its obligations in this Lease; rather, Tenant and its assignee or subtenant,
as the case may be, will be jointly and severally primarily liable for such payment and
performance. Accordingly, Landlord may collect Annual Base Rent and Additional Rent from the
assignee or subtenant, as the case may be, and in either such event, Landlord may apply any amounts
so collected to the Annual Base Rent and Additional Rent hereunder without thereby waiving any
provisions hereof or releasing Tenant from liability for the performance of its obligations
(g) Landlord’s consent to any assignment or sublease hereunder shall not be deemed a
consent to any further proposed assignment or sublease, which shall be governed by this Section
(h) In the event of a permitted assignment hereunder (other than to an affiliated company of
Tenant pursuant to Section 10.01 (a) above or successor company), all rights hereunder respecting
further assignments or subletting shall automatically lapse; moreover, any options contained in
this Lease respecting an additional term(s) if any, or otherwise, shall likewise lapse and be of no
further force and effect.
(i) In the event of any assignment or sublease request hereunder, Tenant shall pay to landlord
as Additional Rent, upon demand, any and all costs and expenses (including, without limitation,
reasonable attorneys’ fees) incurred by Landlord in connection with such assignment or sublease
(j) Tenant hereby indemnifies, defends and holds Landlord and Landlord’s agents harmless from
and against any and all losses, liability, damages, costs and expenses (including reasonable
attorneys’ fees) resulting from any claims that may be made against Landlord and/or Landlord’s
agents by (i) any assignee or subtenant or proposed assignee or subtenant, or (ii) any brokers or
other persons claiming a commission or similar compensation in connection with the assignee or
subtenant or the proposed assignment or sublease or termination of this Lease.
(k) Tenant shall pay to Landlord, immediately upon receipt thereof, fifty (50%) percent of the
excess profits, if any, of all compensation received by Tenant for a sublet or assignment over the
total Rent allocable to the portion of the Demised Premises covered thereby, net of any reasonable
related transaction expenses.
Section 10.02. Subordination:
(a) This Lease shall be subordinate to any present or future ground lease and mortgage. This
clause shall be self-operative and no further instrument shall be required. Notwithstanding the
self-operative nature of this clause, upon Landlord’s request, at any time and from time to time,
Tenant shall (i) confirm in writing and in recordable form that this Lease is subordinate to any
ground lease or mortgage and/or (ii) execute an instrument making this lease subordinate to any
ground lease or mortgage, in such form as may be required by an applicable ground lessor mortgagee.
(b) At Tenant’s request and expense, Landlord shall request in writing from any mortgagee a
non-disturbance agreement in favor of the Tenant for so long as the Tenant is not in default under
this Lease, and provided the Tenant agrees to attorn to the said mortgagee in the event it comes
into possession of the premises. However, the failure to obtain same shall not in any way impair
(c) Landlord shall have the right to assign Tenant’s Rent payments to any mortgagee in which
case Tenant, upon Landlord’s written notice, shall make payments directly to such assignee.
Section 10.03. Attornment:
If the Demised Premises, the Building or the Real Estate are encumbered by a mortgage and such
mortgage is foreclosed, or if same are sold pursuant to such foreclosure or by reason of a default
under said mortgage, (a) Tenant shall not disaffirm this Lease or any of its obligations hereunder,
and (b) at the request of the applicable Mortgagee or purchaser at such foreclosure or sale, Tenant
shall attorn to such Mortgagee or purchaser and execute a new lease for the Demised Premises
setting forth all of the provisions of this Lease except that the term of such new lease shall be
for the balance of the Term.
Section 10.04. Transfer of Landlord’s Interest:
The term “Landlord” as used in this Lease means only the owner or the Mortgagee in possession
of the Demised Premises, the Building or the Real Estate for the time being. In the event of any
sale of the Demised Premises, the Building or the Real Estate, or in the event the
Building or Real Estate is leased to any person (subject to this Lease), Landlord shall be and
hereby is entirely freed and relieved of all of its covenants, obligations and liability hereunder,
provided prior written notice is given to Tenant and the security deposit has been transferred to
new Landlord. This subsection shall be applicable to each owner from time to time, and shall not
be limited to the first owner of the Demised Premises, the Building or the Real Estate.
Section 10.05. Mortgagee’s Rights:
(a) If Landlord shall notify Tenant that the Demised Premises, the Building or the Real Estate
are encumbered by a mortgage and in such notice set forth the name and address of the Mortgagee
thereof, then, notwithstanding anything to the contrary, no notice intended for Landlord shall be
deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified
or registered mail, return receipt requested. Until further notice to Tenant, the Mortgagee named
in Section 10.05(d) is a Mortgagee to which copies of notices shall be delivered. If any Mortgagee
shall perform any obligation that Landlord is required to perform hereunder, such performance by
Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and
shall be accepted by Tenant as if performed by Landlord.
(b) Upon receipt from Mortgagee regarding notice that an event of default exists, Tenant is
hereby authorized and instructed to pay directly to Mortgagee all rent thereafter accruing, and the
receipt of rent by Mortgagee shall release Tenant’s obligation by the amount paid.
(c) Tenant will give to Mortgagee written notice of each and every default by Landlord under
this Lease. Tenant cannot exercise any remedies under the Lease unless Mortgagee fails to cure
such default within a reasonable period of time after receipt of such notice, provided Mortgagee
has an obligation or duty to cure such default.
(d) Tenant acknowledges receipt of notice that the Building is encumbered by a mortgage held
by Mortgagee to which copies shall be delivered pursuant to Paragraph 21.04.
ARTICLE XI. COMMON AREA.
Section 11.01. Use of Common Area:
During the Term, the following privileges to use certain portions of the Real Estate in common
with Landlord and any designee of Landlord, subject to the terms of this Lease and Landlord’s Rules
and Regulations, are hereby granted to Tenant and Tenant’s Agents:
(i) the non-exclusive license to use the Common Area as defined under Section 2.04; and
(ii) the non-exclusive privilege to use the entrance and exit ways designated by Landlord from
time to time for access to the Demised Premises from a public street or highway adjacent to the
Real Estate through the appropriate entrances and exits so designated.
Section 11.02. Landlord’s Rights:
Notwithstanding anything to the contrary, Landlord shall have the following rights:
(i) to close all or any portion of the Common Area including the Parking Area to such extent
as may, in the opinion of Landlord’s counsel, be necessary to prevent a dedication thereof or the
accrual of any rights of any person or the public therein;
(ii) to prohibit parking or passage of motor vehicles in areas previously designated for such
and to change the location of exclusively marked parking spaces provided that Landlord shall use
commercially reasonable efforts to provide alternate parking space;
(iii) to temporarily close any of the Common Area for repair, maintenance, alteration or
(iv) to build additions to the Building or erect additional buildings or improvements,
permanent or temporary, on the Common Area provided such construction is done in a manner as not to
materially interfere with ingress and egress to the Building and not to materially interfere with
Tenant’s business operations; and
(v) to create paths, walks or other means of cross access through the Real Estate to other
properties of the Landlord.
Section 11.03. License Numbers:
In order to restrict the use by Tenant’s employees of areas designated or which may be
designated by Landlord as handicapped, reserved or restricted Parking Areas, Tenant agrees that it
will, at any time requested by Landlord, furnish Landlord with the license numbers of any vehicle
of Tenant and Tenant’s Agents.
Section 11.04.Parking Areas:
(a) Tenant and Tenant’s Agents shall be entitled to use the unreserved Parking Area adjoining
the Building, in common with other tenants, subject to reasonable rules and regulations which may
be in effect or which Landlord may impose from time to time. Tenant agrees that it shall not
burden the parking available for the Building; accordingly, Tenant agrees that it shall not use
more than the allocated number of parking spaces defined in Section 2.08 hereof.
(b) Throughout the Term, Landlord shall keep the Parking Area properly striped and paved and
in good order and repair, and properly drained. After the end of a snowfall, Landlord will
commence to remove accumulated snow and ice from the Parking Area and diligently prosecute the same
to completion so that, to the extent practicable, the Parking Area shall be reasonably free of snow
and ice. Landlord may deposit accumulated snow on such portions of the Common Area as may be
necessary under the circumstances. If any ice cannot be removed with reasonable effort on the part
of Landlord, it will be sufficient for Landlord to spread sand and other abrasive substances over
ARTICLE XII. DESTRUCTION OR DAMAGE.
Section 12.01. Rent Abatement:
If the Demised Premises shall be partially or totally damaged or destroyed by fire or other
casualty not attributable to the fault, negligence or misuse of Tenant or Tenant’s Agents, the Rent
payable hereunder shall be abated to the extent that the Demised Premises shall have been rendered
untenantable and for the period from the date of such damage or destruction to the date it is
rendered tenantable. Should Tenant reoccupy a portion of the Demised Premises during the period
any restoration work is taking place and prior to the date same is made completely tenantable, Rent
allocable to such portion shall be payable by Tenant from the date of such occupancy.
Section 12.02. Termination by Landlord:
If the Building or the Demised Premises shall be damaged or destroyed by fire or other
casualty (whether or not the Demised Premises are damaged or destroyed) so as to require an
expenditure in Landlord’s reasonable opinion of more than 25% of the full insurable value of the
Building or if the Demised Premises are completely destroyed or so badly damaged that, in
Landlord’s reasonable opinion, repairs to the Demised Premises cannot be commenced within sixty
(60) days or completed within one hundred twenty (120) days from the date of the damage or
destruction, then in either such case, Landlord may terminate this Lease by giving Tenant written
notice within thirty (30) days after the date of the casualty, specifying the date of termination
of this Lease. In such event, Tenant shall forthwith quit, surrender and vacate the premises
without prejudice, however, to Landlord’s rights and remedies against Tenant as of the date of
termination or as to those rights which survive such termination. In the event of termination, the
Rent payable hereunder shall be abated from the date of damage or destruction. In the event the
Demised Premises are damaged by fire or other casualty, Landlord shall provide Tenant with a good
faith estimate of the time needed to repair the damage within sixty (60) days of the date of the
casualty. If the Demised Premises can not be reasonably repaired, with occupancy of the Demised
Premises to Tenant within one hundred eighty (180) days from the date of the casualty, then Tenant
shall have the right to terminate this Lease by giving Landlord written notice within thirty (30)
days after receipt of the good faith estimate of the time needed to repair the damage from
Section 12.03. Landlord’s Obligation to Rebuild:
If all or any portion of the Demised Premises is damaged by fire or other casualty and if
Landlord has not elected to terminate this Lease, Landlord shall, within a reasonable time after
such occurrence, shall repair or rebuild the Demised Premises or such portion to its condition
immediately prior to the Commencement Date. Tenant may terminate this Lease by giving written
notice to Landlord, if Landlord has not commenced the required repairs within sixty (60) days or
has not restored and/or rebuilt the Demised Premises as herein provided within one hundred twenty
(120) days from the date of such damage or destruction and such delay is due to Landlord’s fault.
Landlord shall not be obligated to expend in such repair or rebuilding any sums greater than the
proceeds of any insurance policy carried by Landlord or for Landlord’s benefit.
Section 12.04. Landlord’s Liability:
Landlord shall not be obligated to pay any damages, compensation or claim for inconvenience,
loss of business or annoyance arising from any casualty, or repair or restoration of any portion of
the Demised Premises or of the Building pursuant to this Article.
ARTICLE XIII. CONDEMNATION
Section 13.01. Definitions:
As used herein, the following words have the following meanings:
(i) Taking: The deprivation of or damage to the Demised Premises, the Building or the
Real Estate or any portion thereof, as the result of the exercise by a governmental authority of
any power of eminent domain, condemnation, or purchase under threat thereof.
(ii) Taking Date: With respect to any Taking, the date on which the condemning
authority shall have the right to possession of the Demised Premises, the Building or the Real
Estate or any portion thereof.
(iii) Award: The proceeds of any Taking, less all expenses in connection therewith,
including reasonable attorney’s fees.
Section 13.02. Taking of Demised Premises:
(a) In the event of a Taking of the whole or a substantial part of the Building, other than a
Taking for a temporary use, then as of the Taking Date, this Lease shall immediately cease and
terminate, and the Rent Payable hereunder shall be adjusted as of the Taking Date and Tenant shall
have no claim for the value of the unexpired term hereof or to any part of the Award or any claim
against Landlord relating to the Taking.
(b) In the event of a Taking of all or any part of the Demised Premises, Landlord shall have
the right to terminate this Lease and shall be entitled to the Award and Tenant shall have no claim
for the value of the unexpired term of this Lease and or to any part of the Award or have any claim
against Landlord relating to the Taking, except as provide for in Section 13.04 hereof.
(c) In the event of a Taking of all of the Demised Premises or such a portion thereof as shall
substantially impede or impair Tenant’s use and occupancy of the Demised Premises, then Tenant
shall have the right to terminate this Lease as of the Taking Date and Landlord shall be entitled
to the Award and Tenant shall have no claim for the value of the unexpired term of this Lease and
or to any part of the Award or have any claim against Landlord relating to the Taking, except as
provide for in Section 13.04 hereof.
(d) In the event of a Taking of less than all of the Demised Premises and neither party shall
elect to terminate this Lease the Rent payable hereunder shall be reduced in proportion to the
ratio that the rentable square footage of the Demised Premises so taken bears to the total rentable
rentals square footage of the Demised Premises prior to the Taking.
Section 13.03. Taking for Temporary Use:
If there is a Taking of the Demised Premises for temporary use, this Lease shall continue in
full force and effect, and Tenant shall continue to comply with all the provisions thereof, except
as such compliance shall be rendered impossible or impracticable by reason of such Taking. Rent
shall be abated during the course of such Taking to the extent and for the period of time that the
Demised Premises shall have been rendered untenantable.
Section 13.04. Disposition of Awards:
All Awards shall belong to Landlord without any participation by Tenant. Tenant hereby
assigns to Landlord any share of any Award, which may be granted to Tenant, except Tenant shall be
entitled to make a separate claim with regard to the unamortized cost of any leasehold improvements
paid for by Tenant and Tenant’s moving and relocation expenses, provided same does not diminish
ARTICLE XIV. TENANT’S INSURANCE.
Section 14.01. General Insurance:
(a) At all times during the Term of this Lease, Tenant will carry and maintain, at Tenant’s
expense, the insurance required hereunder, in the amounts specified below or such other amounts and
in form and substance as Landlord may from time to time reasonably request and issued by an
insurance company reasonably satisfactory to Landlord. Upon the execution of this Lease, Tenant
shall deliver to Landlord duplicate originals or certificates of all insurance policies required to
be carried hereunder with evidence of payment of applicable premium. All insurance policies shall
be carried in favor of Landlord, Tenant, and all Mortgagees, as their respective interests may
(b) Each insurance policy so issued shall expressly provide: (i) that it may not be canceled
for nonpayment, or for other reason without thirty (30) days’ advance notice to Landlord; (ii) that
the insurance company shall not fail to renew the policy without thirty (30) days’ advance notice
to Landlord; (iii) that no material change may be made in the policy; and (iv) that it is not
subject to invalidation as to Landlord’s interest by reason of any act or omission of the Tenant.
(c) The term “insurance policy” shall include any extensions or renewals of such insurance
(d) Tenant may carry insurance required hereunder under a blanket policy provided such blanket
policy allocates to the Demised Premises coverage in amounts satisfactory to Landlord, and further
provided all other requirements of insurance are met by such blanket policy.
(e) Landlord shall maintain insurance coverage for the Building and Real Estate as it deems
necessary full insurable value thereof under “All-Risk” policies, and Tenant shall not do or permit
to be done any act or thing upon the Premises which would (i) jeopardize or be in conflict with
fire insurance policies covering the Building and fixtures and property in the Real Estate, (ii)
increase the rate of fire or other casualty insurance applicable to the Real Estate to a rate
higher than it otherwise would be for general office use of the Building, or (iii) subject Landlord
to any liability or responsibility for injury to any person or persons or to property by reason of
any business or operation Tenant carries on upon the Premises.
Section 14.02. Liability Insurance:
Tenant shall provide on or before it enters the Demised Premises for any reason and shall keep
in force during the Term for the benefit of Landlord and Tenant, liability insurance naming
Landlord and any designee of Landlord as additional insureds. The Policy shall protect Landlord,
Tenant and any designee of Landlord against any liability occasioned by any occurrence on or about
the Demised Premises or any appurtenance thereto or arising from any of the items indicated in
Section 15.01 against which Tenant is required to indemnify Landlord. Such policy is to be written
in a combined single limit of at least $2,000,000 for injury or death to one or more than one
person arising from any one occurrence and in the amount of $1,000,000 with respect to property
damages. In addition, Tenant shall maintain and provide a $2,000,000 umbrella policy on terms
reasonably specified by Landlord.
Section 14.03. Fire Insurance:
Tenant shall insure and keep its equipment, personal property and all leasehold improvements
benefiting the Demised Premises or elsewhere on the Real Estate insured against damage by fire,
water damage and other casualties and risks covered by “All Risk” and extended coverage insurance.
Landlord will not carry insurance of any kind on Tenant’s property, and, except as provided by law
or by reason of its fault or its breach of any of its obligations hereunder, shall not be obligated
to repair any damage thereto or replace the same.
Section 14.04. Worker’s Compensation Insurance:
Tenant shall maintain Worker’s Compensation insurance insuring against and satisfying Tenant’s
obligations and liabilities under the applicable Worker’s Compensation laws.
Section 14.05. Other Insurance:
Tenant shall carry insurance against such other hazards and in such amounts as may be
customarily carried by Tenants, owners and operators of similar properties, as Landlord may
reasonably require for its protection from time to time.
Section 14.06. Waiver of Subrogation:
Landlord and Tenant each hereby releases the other, its officers, directors, employees and
agents, from liability or responsibility (to the other or anyone claiming through or under them by
way of subrogation or otherwise) for any loss or damage to property covered by insurance either
carried by such party or required under this Lease to be carried by such party, even if such loss
or damage shall have been caused by the fault or negligence of the other party, or anyone for whom
such party may be responsible. However, this release shall apply only if the releasor’s insurance
policies contain a clause or endorsement providing that any such release shall not adversely affect
or impair such policies or prejudice the right of the releasor to recover thereunder. Landlord and
Tenant each agrees that any fire and extended coverage insurance policies carried by each of them
respectively and covering the Demised Premises or their contents will include such a clause or
endorsement as long as the same shall be obtainable without extra cost, or, if an extra cost shall
be charged therefor, the other party shall pay for such extra cost upon notice of the extra cost.
Section 14.07. Insurance Rate:
If, as a result of (i) any act or omission by Tenant or breach of any terms of this Lease;
(ii) the use to which Tenant has put Demised Premises; or (iii) Tenant’s failure to comply with
Landlord’s insurance requirements, Landlord’s insurance rates applicable to the Real Estate are
raised, Tenant shall reimburse Landlord, on demand, for the increased cost of Landlord’s insurance
premiums. For the purposes of this Section, any finding or schedule of the fire insurance rating
organization having jurisdiction over the Real Estate shall be deemed to be conclusive.
ARTICLE XV. INDEMNIFICATION AND LIABILITY.
Section 15.01. Indemnification:
(a) Tenant hereby indemnifies and agrees to defend and hold Landlord, its employees or agents,
and any Mortgagee harmless from and against any and all claims, suits, proceedings, actions, causes
of action, responsibility, liabilities, payments, demands and expenses (including attorney’s fees)
in connection with or arising from:
(i) Tenant’s possession, use, occupation, management, repair, maintenance or control of the
Demised Premises, the Building or the Real Estate, or any portion thereof;
(ii) any act, omission or negligence of Tenant, Tenant’s agents, invitees or visitors;
(iii) any default, breach, violation or nonperformance of this Lease or any provision herein
(iv) injury or damages to person(s) or property or loss of life sustained in or about the
(b) Tenant shall defend any actions, suits and proceedings which may be brought against
Landlord or any Mortgagee with respect to the foregoing or in which they may be impleaded. Tenant
shall pay, satisfy and discharge any judgments, orders and decrees which may be recovered against
Landlord or any Mortgagee in connection with the foregoing. Landlord shall promptly notify Tenant
of any claims for which Landlord seeks indemnification pursuant to this Section 15.01 provided,
however, the failure to so notify Tenant shall not in any way modify or impair Tenant’s obligations
pursuant to this Section 15.01 or otherwise.
(c) Landlord shall defend, indemnify, and hold Tenant and Tenant’s Agents harmless against and
from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits,
actions, fines, penalties, and demands of any kind or nature (including reasonable attorneys’ fees)
by or on behalf of any person, entity, or governmental authority occasioned by or arising out of
injuries occurring in the Common Areas or any other portion of the Building outside the Demised
Premises arising from any intentional act, or gross negligence of Landlord or Landlord’s agents,
employees, or independent contractors (except to the extent caused by or resulting from the acts,
omissions, negligence or willful misconduct of Tenant or its Agents or other tenants or their
Agents). This indemnity shall survive termination of this Lease only as to claims arising out of
the events that occur prior to termination of the Lease. Tenant shall promptly notify Landlord of
any claims for which Tenant seeks indemnification pursuant to this Section 15.01. Landlord shall
have the right to settle, dispose, arbitrate, or otherwise control any such litigation.
Section 15.02. Waiver and Release:
(a) Tenant hereby waives and releases all claims against Landlord with respect to all matters
for which Landlord has disclaimed liability pursuant to the provisions of this Lease.
(b) Tenant will not be entitled to make, nor will Tenant make, any claim, and Tenant waives
any claim, for money damages (nor will Tenant claim any money damages by way of setoff,
counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably
withheld or unreasonably delayed its consent or approval with respect to any provision of this
Lease providing for such consent or approval. Tenant’s sole remedy will be an action or proceeding
to enforce any such provision, or for specific performance, injunction or declaratory judgment.
Section 15.03. Liability of Landlord:
(a) Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for (i)
any injury or damage to Tenant or to any other person or (ii) any damage to, or loss (by theft or
otherwise) of, any property of Tenant or any other person, irrespective of the cause of such
damage, or loss, unless caused by or due to the willful misconduct or gross negligence of Landlord,
its agents or employees without contributory negligence on the part of Tenant.
(b) Landlord, (and, in case Landlord shall be a joint venture, partnership, tenancy-in-common,
association or other form of joint ownership) and the members of any joint venture, partnership,
tenancy-in-common, association or other form of joint ownership shall have absolutely no personal
liability with respect to any provision of this Lease, or any obligation or liability arising
therefrom or in connection therewith. Tenant shall look solely to the equity of the owner in the
Real Estate for the satisfaction of any remedies of Tenant in the event of a breach by the Landlord
of any of its obligations. Such exculpation of liability shall be absolute and without any
(c) All property (whether real, personal or mixed) at any time located in or upon the Demised
Premises shall be at the risk of the Tenant only, and Landlord shall not become liable for any
damage to said property or to Tenant, or to any other person or property, caused by water leakage,
steam, sewerage, gas or odors or for any damage whatsoever done or occasioned by or from any
boiler, plumbing, gas, water, steam or other pipes, or any fixtures or equipment or appurtenances
whatsoever, or for any damage arising from any act or neglect or arising by reason of the use of,
or any defect in, the Demised Premises or any of the fixtures, equipment or appurtenances therein
contained, or by the act or neglect of any other person or caused in any other manner whatsoever or
occasioned by theft, Act of God, riot, strike or other labor difficulty.
(d) Except as otherwise expressly provided herein, this Lease and the obligations of Tenant
hereunder shall be in no way affected, impaired or excused because Landlord is unable to fulfill,
or is delayed in fulfilling, any of its obligations under this Lease.
ARTICLE XVI. DEFAULT, REMEDIES.
Section 16.01. Default:
Each of the following shall constitute an Event of Default:
(i) the failure of Tenant to pay any Rent, Additional Rent or any other charge required to be
paid by Tenant hereunder, when the same shall be due and payable payable beyond a grace period of
five (5) days. Notwithstanding the above, Tenant shall be permitted one late payment in any twelve
(12) month period, whereby Landlord will provide Tenant notice of said failure to pay and Tenant
shall have three (3) days from such notice to submit payment;
(ii) the failure by Tenant to perform or observe any requirement of this Lease not
specifically referred to in this Section, and such failure continuing for thirty (30) days after
notice from Landlord to Tenant specifying the items in default, provided however, that if such
failure cannot be cured within said thirty (30) day period, such longer period (but in no event
longer than two (2) months) as may reasonably be necessary to cure such failure provided Tenant is
diligently proceeding in good faith to cure the default;
(iii) the commencement by Tenant of a case in bankruptcy, or under the insolvency laws of any
State naming Tenant as the debtor;
(iv) the commencement by anyone other than the Tenant of a case in bankruptcy or under the
insolvency laws of any State naming Tenant as the debtor, which case shall not have been discharged
within sixty (60) days of the commencement thereof;
(v) the making by Tenant of an assignment for the benefit of creditors or any other
arrangement involving all or substantially all of its assets under any state statute;
(vi) the appointment of a receiver or trustee for the Tenant or for all or any portion of the
property of Tenant in any proceeding, which receivership shall not have been set aside within sixty
(60) days of such appointment;
(vii) the refusal by Tenant to take possession of the Demised Premises upon
completion of Tenant Work or the vacation and abandonment of the Demised Premises by Tenant,
permitting the same to remain unoccupied and unattended; or
(viii) if Tenant is a corporation, the transfer by sale, assignment, operation of law or other
disposition of any part or all of its shares of stock so as to result in a change in the effective
voting control of Tenant on the date of this Lease;
Section 16.02. Landlord’s Remedy:
At any time after the occurrence of an Event of Default, Landlord may give written notice to
Tenant specifying such Event(s) of Default and stating that the Lease and the term shall terminate
five (5) business days after the giving of such notice, unless Tenant cures the Event of Default.
At the expiration of such five (5) business days, if Tenant has not cured the Event of Default,
this Lease and the Term and all of the right, title and interest of the Tenant hereunder shall
wholly cease and expire, and Tenant shall quit and surrender the Demised Premises to the Landlord.
Notwithstanding such termination, surrender, and the expiration of Tenant’s right, title, and
interest, Tenant’s liability and responsibility under all of the provisions of this Lease shall
Section 16.03. Landlord’s Re-Entry:
If this Lease shall be terminated as provided in Section 16.02, above, Landlord, or its agents
or employees, may re-enter the Demised Premises at any time and remove therefrom Tenant, Tenant’s
agents, and any subtenants, licensees, concessionaires or invitees, together with any of its or
their property, either by summary dispossess proceedings or by any suitable action or proceeding at
law or otherwise. In the event of such termination, Landlord may repossess and enjoy the Demised
Premises. Landlord shall be entitled to the benefits of all provisions of law respecting the
speedy recovery of lands and tenements, or proceedings in forcible entry and detainer. Tenant
waives any rights to the service of any notice of Landlord’s intention to re-enter provided for by
any present or future law. Landlord shall not be liable in any way in connection with any action
it takes pursuant to the foregoing. Notwithstanding any such re-entry, repossession, dispossession
or removal, Tenant’s liability and responsibility under all of the provisions of this Lease shall
Section 16.04. Landlord’s Additional Remedies:
(a) In case of re-entry, repossession or termination of this Lease, whether the same is the
result of the institution of summary or other proceedings, Tenant shall remain liable (in addition
to accrued liabilities) to the extent legally permissible for: (i) the Rent, and all other charges
provided for herein until the date this Lease would have expired had such termination, re-entry or
repossession not occurred; and all expenses which Landlord may have incurred in re-entering the
Demised Premises, repossessing the same; making good any Default of Tenant; painting, altering or
dividing the Demised Premises; combining or placing the same in proper repair; protecting and
preserving the same by placing therein watchmen and caretakers; reletting the same (including
reasonable attorney’s fees and disbursements, Marshall’s fees, brokerage fees, in so doing); and
any expenses which Landlord may incur during the occupancy of any new tenant; less (ii) the net
proceeds of any reletting. Tenant agrees to pay to Landlord the difference between items (i) and
(ii) hereinabove with respect to each month, at the end of such month. Any suit brought by
Landlord to enforce collection of such difference for any one month shall not prejudice Landlord’s
right to enforce the collection of any difference for any subsequent month. In addition to the
foregoing, Tenant shall pay to Landlord such sums as the court may adjudge reasonable as attorney’s
fees with respect to any successful lawsuit or action instituted by Landlord to enforce the
(b) Landlord may relet the whole or any part of said Demised Premises for the whole of the
unexpired period of this Lease, or longer, or from time to time for shorter periods, for any rental
then obtainable, giving such concessions of rent and making such special repairs, alterations,
decorations and paintings for any new tenant as it may in its sole and absolute discretion deem
advisable (all of which, without limitation, Tenant shall be liable for pursuant to Section
16.04(a)(i)) and may collect and receive the rents therefor.
Section 16.05. Waiver of Right of Redemption:
Tenant hereby expressly waives (to the extent legally permissible), for itself and all persons
claiming by, through, or under it, any right of redemption or for the restoration of the operation
of this Lease under any present or future law in case Tenant shall be dispossessed for any cause,
or in case Landlord shall obtain possession of the Demised Premises as herein provided.
Section 16.06. Landlord’s Right to Perform for Account of Tenant:
If an Event of Default shall occur hereunder, Landlord may, at any time, cure said Event of
Default for the account and at the expense of Tenant. Tenant shall pay, on demand, to Landlord,
with interest at the maximum legal rate, if any, otherwise at 18% per year, the amount so paid,
expended, or incurred by the Landlord and any expense of Landlord including reasonable attorney’s
fees incurred in connection with such Default; and all of the same shall be deemed to be Additional
With respect to the rights and remedies of and waivers by Landlord:
(i) The rights and remedies of Landlord set forth herein shall be in addition to any other
right and remedy now and hereafter provided by law or equity. All such rights and remedies shall
be cumulative and not exclusive of each other. Landlord may exercise such rights and remedies at
such times, in such order, to such extent, and as often as Landlord deems advisable without regard
to whether the exercise of one right or remedy proceeds, concurs with or succeeds the exercise of
(ii) A single or partial exercise of a right or remedy shall not preclude (1) a further
exercise thereof, or (2) the exercise of another right or remedy, from time to time.
(iii) No delay or omission by Landlord in exercising a right or remedy shall exhaust or impair
the same or constitute a waiver of, or acquiescence to a Default.
(iv) No waiver of a Default shall extend to or affect any other Default or impair any right or
remedy with respect thereto.
(v) No action or inaction by Landlord shall constitute a waiver of Default.
(vi) No waiver of a Default shall be effective unless it is in writing and signed by Landlord.
Section 16.08. Distraint:
In addition to all other rights and remedies, if Tenant shall be in Default hereunder,
Landlord shall, to the extent permitted by law, have a right of distress for Rent and a lien on all
of Tenant’s fixtures, furniture, and equipment in the Demised Premises, as security for Rent and
all other charges payable hereunder.
ARTICLE XVII. TENANT’S ESTOPPEL CERTIFICATE.
At any time within ten (10) business days after written request by Landlord, Tenant shall
certify to Landlord, any mortgagee, assignee of a mortgagee, any purchaser, or any other person,
specified by Landlord, by written instrument, duly executed and acknowledged, (i) whether or not
Tenant is in possession of the Demised Premises; (ii) whether or not this Lease is unmodified and
in full force and effect (or if there has been modification, that the same is in full force and
effect as modified and setting forth such modification); (iii) whether or not there are then
existing set-offs or defenses against the enforcement of any right or remedy of Landlord, or any
duty or obligation of Tenant (and if so, specifying the same); (iv) the dates, if any, to which any
Rent of other charges have been paid in advance; and (v) such other matters relating to this Lease
as may be reasonably requested by Landlord, any Mortgagee or any of their designees.
ARTICLE XVIII. RIGHT OF ACCESS
Landlord may enter upon the Demised Premises, or any portion thereof (with laborers and
materials, as required), with notice to Tenant and at reasonable times, for the purpose of: (i)
inspecting same; (ii) making such repairs, replacements or alterations which it may be required to
perform as herein provided or which it may deem desirable for the Demised Premises; (iii) showing
the Demised Premises to prospective purchasers or lenders; or (iv) showing the Demised Premises to
prospective replacement tenants within nine (9) months of the Expiration Date of this Lease,
unless Tenant has renewed or extended the Term of Lease. Should Tenant vacate or abandon the
Demised Premises during the last three (3) months of the Term, Landlord may enter upon the Demised
Premises without notice to Tenant, for the purpose of making improvements, repairs, replacements or
alterations in order to prepare the Demised Premises for the next tenant.
ARTICLE XIX. COVENANT OF QUIET ENJOYMENT.
Landlord covenants that if Tenant pays the Rent and all other charges provided for herein,
performs all of its obligations provided for hereunder, and observes all of the other provisions
hereof, Tenant shall, at all times during the Term, peaceably and quietly have, hold and enjoy the
Demised Premises, without any interruption or disturbance from Landlord, subject to the terms
ARTICLE XX. ENVIRONMENTAL MATTERS.
Section 20.01.Industrial Site Recovery Act:
(a) “Hazardous Substances” shall include any chemical substance, material or waste or
component thereof which is now or hereafter listed, defined or regulated as a hazardous or toxic
chemical, substance, material or waste or component thereof by any present or future Federal, State
or local environmental law, statute, act, rule, requirement, order, direction, ordinance or
regulation and all amendments thereto (“Environmental Laws”).
(b) Tenant covenants, represents and warrants that (i) its operation of the Demised Premises
shall not involve any Hazardous Substances, (ii) Tenant is not and shall not be an “industrial
establishment” (as such term is defined in the Industrial Site Recovery Act, N.J.S.A. 13:1K-6
et seq. (which Act and all present and future amendments thereto and regulations promulgated
thereunder are hereinafter referred to as “ISRA”)), and (iii) Tenant’s Standard Industrial
Classification number as designated in the Standard Industrial Classification manual prepared by
the Office of Management and Budget in the Executive Office of the President of the United States
is, and shall be during the term of this Lease, .
(c) In amplification of Section 20.01 (b) above and any other applicable provision of this
Lease and not by way of limitation, in the event Tenant, in violation of this Lease, becomes an
“industrial establishment” (as such term is defined in ISRA), Tenant shall, at Tenant’s sole cost
and expense, without same constituting a waiver by Landlord of such default by Tenant under this
Lease, comply with ISRA. Should the New Jersey Department of Environmental Protection and Energy,
or any agency or subdivision thereof or any agency or subdivision responsible for enforcing ISRA
(collectively, the “DEP”) determine that a cleanup plan be prepared, then Tenant (or, at Landlord’s
option, Landlord on behalf of Tenant) shall, at Tenant’s sole cost and expense, prepare and submit
the required plans and financial assurances, and fully implement the approved cleanup plan prior to
the expiration or earlier termination of this Lease; however, Tenant shall not be responsible for
any releases, spills or discharges (hereinafter sometimes collectively referred to as “discharges”)
of Hazardous Substances which occur prior to the commencement of the term of this Lease. Tenant
shall further obtain, at Landlord’s request, an administrative consent order from the DEP
permitting Tenant to vacate the Demised Premises prior to a cleanup or other remediation, all at
Tenant’s sole cost and expense including, without limitation, paying all filing fees and providing
any required financial assurances.
(d) If the closing, terminating or transferring of Tenant’s operations at the Demised
Premises does not trigger ISRA, or if the closing, terminating or transferring of Tenant’s
at the Demised Premises does trigger ISRA but no cleanup or other remediation of any Hazardous
Substances is required by the DEP pursuant to ISRA, then at Landlord’s request, Tenant shall
obtain, at Tenant’s sole cost and expense, within thirty (30) days prior to such closing,
terminating or transferring of Tenant’s operations at the Demised Premises either a written
statement by the DEP that the closing, terminating or transferring of Tenant’s operations at the
Demised Premises does not trigger ISRA or a “negative declaration” (as defined in ISRA) stating in
part, that there are no Hazardous Substances at the Demised Premises which require any cleanup or
(e) In the event ISRA compliance becomes necessary at the Demised Premises due to any action
or inaction on the part of Tenant, then, at Landlord’s election (i) Landlord shall comply with the
requirements of ISRA inasmuch as such compliance relates to any Hazardous Substances released,
discharged, stored or disposed of at the Demised Premises during the term of this Lease, and Tenant
shall be responsible for paying the costs of such compliance within five (5) days after Landlord’s
demand therefor, or (ii) Tenant shall be responsible for promptly, and within the time frame
established by Landlord, complying with ISRA inasmuch as such compliance relates to any Hazardous
Substances released, discharged or disposed of at the Demised Premises during the term of this
Lease, and Tenant shall be responsible for paying the costs of such ISRA compliance. Tenant shall
also promptly after Landlord’s request (but in no event later than five (5) days after Landlord’s
request) provide all information requested by Landlord, sign any affidavit prepared by Landlord
concerning ISRA and Tenant’s use and occupancy of the Demised Premises and pay all costs of such
ISRA compliance that are attributable to Tenant’s use and occupancy of the Demised Premises.
Landlord and the DEP, and any employee, representative, agent or contractor of Landlord or the DEP,
may enter the Demised Premises for the purpose of complying with ISRA.
(f) In the event Tenant, in violation of this Lease, becomes an industrial establishment and
fails to comply with paragraphs “(c)” or “(e)” above, as applicable, prior to the expiration or
earlier termination of this Lease, Tenant, at Landlord’s option, shall be deemed to be a “holdover
tenant” and the provisions of Section 21.08 of this Lease shall be applicable to Tenant’s occupancy
of the Demised Premises from the expiration or earlier termination of the Term of this Lease. In
addition, Tenant shall indemnify and hold Landlord and Managing Agent harmless from and against any
loss, cost, liability or expense resulting from such violation and failure to comply with ISRA
including, without limitation, any attorneys’ fees and any claims made by any succeeding tenant.
(g) In the event that there shall be filed a lien against the Demised Premises because of any
Hazardous Substances released, discharged, stored or disposed of at the Demised Premises during the
term of this Lease, Tenant shall, within thirty (30) days from the date Tenant is given notice of
the lien (or in such shorter period of time in the event that the holder of such lien, including
without limitation, the United States, State of New Jersey, or any agency or subdivision thereof,
has commenced steps to cause the Demised Premises and Building to be sold pursuant to the lien)
shall pay the claim and remove the lien from the Demised Premises. If Tenant fails to do so by
said period, Landlord shall be entitled to resort to such remedies as are provided in this Lease as
in the case of any default of this Lease, in addition to any remedies as are permitted by law, in
equity or otherwise.
(h) Tenant shall indemnify, defend and save harmless Landlord and Managing Agent from and
against all fines, suits, procedures, claims, actions, damages, liabilities, judgments, reasonable
costs and expenses (including without limitation, reasonable attorneys’ fees) of any kind arising
out of or in any way connected with the presence of Hazardous Substances at the Demised Premises
during the term of this Lease (including, without limitation, Hazardous Substances originating on
the Demised Premises or migrating to the Demised Premises from other property, but not including
any Hazardous Substances existing prior to the term of this Lease); and from all fines, suits,
procedures, claims, actions, damages, liabilities, judgments, reasonable costs and expenses
(including without limitation, reasonable attorneys’ fees) of any kind arising out of Tenant’s
failure to provide all information, make all submissions and take all actions required by any
Environmental Law or Laws.
(i) Tenant’s obligations and liabilities under this Article 20 shall continue after
expiration or earlier termination of the term of this Lease for so long as Landlord remains
responsible for any spills or discharges of Hazardous Substances released, discharged, stored or
disposed of at the Demised Premises by Tenant (or any other occupant of the Demised Premises during
the term of
this Lease) or Tenant’s (or any such occupant’s) Agents.
(j) In addition to the foregoing environmental obligations on Tenant’s part to be performed,
Tenant shall also promptly furnish to Landlord (i) true and complete copies of all documents,
submissions, and correspondence provided to any environmental agency including, but not limited to,
the DEP and the United States Environmental Protection Agency, and (ii) true and complete copies of
all sampling and test results obtained from samples and tests taken at, around, in or upon the
(k) Landlord shall indemnify, defend and save harmless Tenant from and against all fines,
suits, procedures, claims, actions, damages, liabilities, judgments, reasonable costs and expenses
(including reasonable attorneys’ fees) of any kind arising out of any spills or discharges of
Hazardous Substances at the Demised Premises occurring prior to the Commencement Date and which are
in no way attributable, directly or indirectly, to Tenant or Tenant’s Agents.
ARTICLE XXI. MISCELLANEOUS.
Section 21.01. Interpretation:
(a) Every term, condition, agreement or provision contained in this Lease which imposes an
obligation on Tenant shall be deemed to be also a covenant by Tenant.
(b) Any reference herein to subtenants or licensees shall not be deemed to imply that any
subtenants or licensees are permitted hereunder. Any reference herein to any extension or renewal
of the Term or any period during which Tenant may be in possession after the Expiration Date shall
not be deemed to imply that any extension or renewal of the Term is contemplated hereby or that
Tenant shall be permitted to remain in possession after the expiration of the Term.
(c) If any provision of this Lease or the application thereof to any person or circumstances
shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of
such provision to persons or circumstances other than those to which it is invalid or
unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and
be enforced to the fullest extent permitted by law.
(d) The captions and headings used throughout this Lease are for convenience of reference only
and shall not affect the interpretation of this Lease.
(e) This Lease has been executed in several counterparts; but the counterparts shall
constitute but one and the same instrument.
(f) Wherever a requirement is imposed on any party hereto, it shall be deemed that such party
shall be required to perform such requirement at its own expense unless it is specifically
otherwise provided herein.
(g) The singular includes the plural and the plural includes the singular.
Section 21.02. Construction of Words and Phrases:
(a) Wherever it is provided herein that a party may perform an act or do anything, it shall be
construed that such party may, but shall not be obligated to, so perform or so do.
(b) The words “reenter” and “reentry” as used herein are not restricted to their technical
(c) The word “person” shall be construed as an individual, fiduciary, estate, trust,
partnership, firm, association, corporation, limited liability company, other organization, or a
government or governmental or quasi-governmental authority.
(d) The following words and phrases shall be construed as follows: (i) “At any time” shall be
construed as, “at any time or from time to time”; (ii) “Any” shall be construed as “any and
all”; and (iii) “Including” shall be construed as “including but not limited to”.
Section 21.03. Written Agreement Required:
No amendment, alteration, modification of or addition to the Lease will be valid or binding
unless expressed in writing and signed by Landlord and Tenant.
Section 21.04. Notice:
Every notice, request, consent, approval, waiver or other communication under this Lease shall
be deemed to have been given if in writing and upon mailing by registered or certified mail, return
receipt requested, postage prepaid, or upon delivery by independent overnight courier, (e.g.,
Federal Express), addressed:
(a) If to Landlord, to the address designated as Landlord’s Notice Address, or such other
address as Landlord designates, with a copy to such other persons as Landlord shall designate.
(b) If to Tenant, to the address designated as Tenant’s Notice Address, or such other address
as Tenant designates, with a copy thereof to the address designated as Tenant’s Notice Copy Address
or to such other persons as Tenant shall designate.
Landlord’s Notice Address:
Vreeland SPVEF Venture, LLC
c/o Bergman Realty Corporation
555 Route One South
Iselin, NJ 08830
Attn: Michael Bergman
Landlord’s Mortgagee Copy Address: JP Morgan Chase Bank N.A. (“Mortgagee”)
245 Park Avenue, 14th Floor
New York, New York 10017
Tenant’s Notice Address:
SCO Group, Inc.
25A Vreeland Road
Florham Park, NJ 07932
Tenant’s Notice Copy Address:
(c) A party’s attorney may sign a notice on behalf of the party. Notices that are mailed
shall be deemed delivered three (3) business days after mailing. Notices that are shipped by
independent overnight courier shall be deemed delivered one (1) business day after shipping.
Section 21.05. Method of Payment:
Landlord shall have the right to specify the manner of payment of Rent during the Term of this
Lease. All amounts payable under this Lease shall be payable in coin or currency of the United
States of America.
Section 21.06. Successors and Assigns:
Subject to the provisions hereof, this Lease shall bind and inure to the benefit of the
parties and their respective successors, representatives, heirs and assigns.
Section 21.07. Guarantor of Tenant:
Any restrictions on or requirements imposed upon Tenant hereunder shall be deemed to extend to
any guarantor of Tenant, Tenant’s subtenants, concessionaires and licensees and it shall be
Tenant’s obligation to cause the foregoing persons to comply with such restrictions or
Section 21.08. Hold Over:
(a) If Tenant shall remain in possession of the Demised Premises after the end of the Term, a
tenancy relationship shall be deemed to arise therefrom and any holdover shall not be construed as
a consent by Landlord to the possession by Tenant of the Demised Premises beyond the Expiration
Date of this Lease; however, until such time as Tenant complies with Section 7.06 and Article XX
hereof, such holding over shall be deemed to be a month-to-month occupancy, subject to all of the
provisions, conditions and obligations of this Lease, except that the Rent to be charged Tenant
during such hold over period shall be double the monthly Rent in effect for the last month of the
Term or any renewal periods, except that the first two (2) months of any holding over shall be
based upon one and one half (1.5) times the monthly Rent in effect for the last month of the Term
or any renewal periods.
(b) If Tenant fails to surrender the Demised Premises upon the Expiration, or earlier
termination of this Lease as provided for herein, then, in addition to any other liability to
Landlord accruing therefrom, Tenant shall indemnify and hold Landlord harmless from and against any
loss, cost, liability or expense, including, without limitation, reasonable attorney fees,
resulting from such failure to vacate including, without limiting the generality of the foregoing,
loss of future rents and any claims made by any succeeding tenant arising due to such failure.
Section 21.09. Interest:
Any payment required to be made by Tenant under the provisions of this Lease not made by
Tenant within five (5) business days from the date when due shall be payable by Tenant to Landlord
on demand with interest thereon at the highest legal rate, or eighteen (18%) percent per annum if
there is no legal rate, computed from the date said sum became due to the date of payment thereof
Section 21.10. Late Charge:
In order to cover the extra expense involved in handling delinquent payments, Tenant shall pay
a “late charge” of five (5%) percent of the amount due when any payment of Rent hereunder is
received by Landlord more than five (5) business days after the due date thereof. It is understood
and agreed that this charge is for additional expense incurred by Landlord and shall not be
Section 21.11. Non-Waiver:
The failure of Landlord to insist upon strict performance of any covenants or conditions of
this Lease or Landlord’s failure to exercise any option herein conferred in any one or more
instances shall not be construed as a waiver or relinquishment of any such covenants, conditions or
options, but the same shall be and remain in full force and effect. If the Landlord pursues any
remedy granted by the terms of this Lease or pursuant to applicable law, it shall not be construed
as a waiver or relinquishment of any other remedy afforded thereby.
Section 21.12. Broker:
Tenant represents that there was no broker other than Jones Lang LaSalle and Bergman Realty
Corporation (collectively, “Broker”) responsible for bringing about or negotiating this Lease.
Tenant agrees to defend, indemnify, and hold Landlord harmless against any claims for brokerage
commission or compensation with regard to the Demised Premises by any other broker claiming or
alleging to have acted on behalf of or to have dealt with Tenant. Landlord will pay any fees or
commissions due the Broker.
Section 21.13. Short Form Lease:
Landlord and Tenant agree that neither party shall record the Lease. Upon request of either
party the other shall execute a document in recordable form, or a short form lease or memorandum of
lease in proper form for recording, setting forth the Commencement Date and any provisions hereof
other than Sections 5.01, 5.02, 5.03, 5.05. The requesting party shall pay all recording fees and
costs in connection with any such short form or memorandum of lease.
Section 21.14. Financial Statements:
The Tenant agrees, at the request of Landlord, to furnish its current annual financial
statement certified to by its certified public accountants, and, if applicable, such annual or
quarterly reports as Tenant may file with the Securities and Exchange Commission.
Section 21.15. Mechanics’ Liens:
Tenant shall not do or cause anything to be done whereby the Demised Premises may be
encumbered by a mechanic’s lien. If any mechanic’s or materialman’s lien is filed against the
Demised Premises, the Building or the Real Estate as a result of any additions, alterations,
repairs, installations, improvements or any other work or act of Tenant, Tenant shall discharge or
bond same within twenty days from the date of filing of the lien. If Tenant shall fail to
discharge or bond the lien, Landlord may bond or pay the lien or claim for the account of Tenant
without inquiring into the validity of the lien or claim and Tenant shall reimburse Landlord upon
Section 21.16. Corporate Authority:
(a) Tenant represents that the undersigned officer(s) [partner(s)] has (have) been duly
authorized to enter into this Lease and that the execution and consummation of this Lease by Tenant
does not and shall not violate any provision of any bylaws, certificate of incorporation,
agreement, [partnership or other agreement] order, judgment, governmental regulation or any other
obligations to which Tenant is a party or is subject. Upon execution hereof, Tenant shall deliver
a Secretary’s certificate evidencing its authority to execute this Lease [evidence satisfactory to
Landlord of the accuracy of the foregoing representation].
(b) Landlord represents that the undersigned officer of Landlord has been duly authorized to
enter into this Lease and that the execution and consummation of this Lease by Landlord does not
and shall not violate any provision of any bylaw, certificate of incorporation, agreement, order,
judgment, governmental regulation or any other obligation to which Landlord is a party or is
Section 21.17. Force Majeure:
Landlord shall not be liable for any delays and other events beyond the reasonable control of
a party defined herein as Force(s) Majeure(s), and including, without limitation: acts of God;
strikes, lock-outs or other labor difficulty; explosion, sabotage, accident riot or civil
commotion; act of war; fire or other casualty; requirements of governing authorities or inability
to obtain necessary governmental permits and approvals.
Section 21.18. Governing Law:
This Lease shall be governed by and construed pursuant to the Laws of the State of New Jersey.
Section 21.19. Substituted Premises:
Landlord reserves the one-time right without Tenant’s consent, on sixty (60) days written
notice to Tenant, to substitute other premises within the Building for the Premises described
above, provided that the Substituted Premises: (i) contain approximately the same rentable square
footage as the Premises, (ii) contain comparable Tenant Improvements, in terms of configuration, layout,
window line, quality, supplemental electrical supply and HVAC, and décor, (iii) are made available
to Tenant at the same rental rate (per rentable square foot) for such space, as the rental rate
herein, and (iv) shall be completed prior to Tenant’s move-in. Landlord shall pay for
all reasonable costs and expenses incurred by Tenant in connection with Tenant’s move to the
Substituted Premises, including without limitation, moving expenses, professional fees, stationery
costs, relocation of cable, telephone, telecommunication, and similar reasonable costs and
Section 21.20. Renewal Option
(a) Tenant shall, upon giving Landlord at least nine (9) months prior written notice but no
more than twelve (12) months from the natural Expiration Date of the Lease (“Exercise Notice”),
have the option to renew this Lease for an additional term of five (5) years (“Renewal Term”) upon
all the same terms and conditions of the Lease, except for the (A) annual Base Rent, which shall be
determined in accordance with the then “Prevailing Fair Market Rental Rate” being charged in the
Building and other comparable quality office buildings in the Florham Park, New Jersey office
market for: (i) comparable space in size, quality and condition; (ii) comparable term of lease; and
(iii) comparable Building services, amenities and location, and (B) Base Year which shall be
adjusted to the then current calendar year. In no event, however, shall the Base Rent for the
Renewal Term be less than the current annual rent being paid by Tenant (inclusive of Additional
Rent payments pursuant to Sections 5.02 and 5.03 hereof) at the time the Renewal Term commences.
(b) Within fifteen (15) days after receipt of Tenant’s Exercise Notice, Landlord shall send
written notice to Tenant of the Prevailing Fair Market Rental Rate for the Renewal Term. In the
event Landlord and Tenant cannot agree upon the annual Base Rent for the Renewal Term within thirty
(30) days of Landlord’s notice, then within fifteen (15) days thereafter, each party shall select a
qualified commercial real estate appraiser with at lease five (5) years experience in appraising
office properties in the Florham Park, New Jersey office market and surrounding areas. The two
appraisers shall give their opinion of Prevailing Fair Market Rental Rates within twenty (20) days
after their retention. If the opinions of the two appraisers differ by three (3%) percent or less,
then the average of the two appraisers shall be used as the Prevailing Fair Market Rental Rate.
In the event the opinions of the two appraisers differ by more than three (3%) percent, and after
good faith efforts over the succeeding ten (10) day period the parties cannot mutually agree on the
Base Rent for the Renewal Term, then the appraisers shall immediately and jointly appoint a third
appraiser with the qualifications specified above. This third appraiser shall, within five (5)
business days, choose either the determination of Landlord’s appraiser or Tenant’s appraiser and
such choice of this third appraiser shall be final and binding on Landlord and Tenant. Each party
shall pay its own costs for its real estate appraiser and shall equally share the costs of any
third appraiser. As soon as Landlord and Tenant have agreed to the Base Rent for the Renewal Term,
the parties shall execute an amendment to the Lease confirming the extension of the Term and the
adjusted Base Rent.
(c) Tenant’s option to renew shall be conditioned upon and subject to each of the following:
(i) Tenant’s timely exercise of this option by providing Landlord its Exercise Notice within
the time frame described in paragraph (a) above;
(ii) Tenant shall not be in default under the terms and conditions of this Lease beyond the
applicable grace period for the cure thereof at the time Tenant exercises its option;
(iii) Tenant shall not have subleased any portion of the Demised Premises or assigned its
interest in this Lease to an unaffiliated company, it being expressly understood that this option
to renew shall be deemed personal to Tenant and may not be assigned without Landlord’s prior
(iv) Tenant shall have no further renewal options other than the option to extend for the
Renewal Term set forth in paragraph (a) above; and
(v) Landlord shall have no obligation to do any work with respect to the Demised Premises.
Section 21.21. Right of First Offer:
During the initial Term of this Lease, and subject to any rights of other tenants currently in
occupancy as of the date of this Lease, upon receipt of Tenant’s written request for additional
space Landlord shall grant Tenant the “Right of First Offer” to lease any contiguous space on the
first (1st) floor of the Building that becomes available (“Offer Space”) prior to Landlord leasing
said Offer Space to any prospective tenants. Upon such receipt of Tenant’s written request for
additional space, Landlord shall first offer Tenant the right to lease the Offer Space in
accordance with the rental terms and conditions proposed by Landlord, but in no event greater then
the Prevailing Fair Market Rental Rate as defined in Section 21.20 above (the “Offer Notice”);
provided, however if the Offer Space is leased during the first thirteen (13) months of the Term,
then the current Base Rental rates then in effect shall apply to the Offer Space. Tenant shall
have fifteen (15) days from the receipt of Landlord’s Offer Notice to respond by either (i)
electing to exercise its Right of First Offer to lease the Offer Space as presented in Landlord’s
Offer Notice, in which case Landlord and Tenant will promptly execute an amendment to this Lease
incorporating the Offer Space and the terms and conditions for leasing same; or (ii) rejecting the
Offer Space, in which case Landlord shall be free to lease said space to any third party prospects.
If Tenant does not respond within said fifteen (15) days or fails to timely exercise its rights
hereunder, then this Right of First Offer shall lapse, and Landlord may lease the Offer Space to
third parties. This Right of First Offer shall not be applicable: (i) during the last six (6)
months of the Lease if Tenant has not exercised its Renewal Option as provided herein, or (ii)
during any renewal or extension term of the Lease, or (iii) if Tenant rejects two or more Offers
presented by Landlord in accordance herewith. For purposes hereof, space shall not be deemed
available unless such space is anticipated by the Landlord to become vacant and available for
lease, as Landlord shall have the right to renew and/or extend any lease with any tenant whether or
not pursuant to a contractual obligation to do so.
IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of
the day and year first above written.
VREELAND SPVEF VENTURE, LLC
Bergman Vreeland Associates, LLC Its Managing Member
/s/ John G. Osborne
TENANT: SCO GROUP, INC.
/s/ Jean Acheson
Jeff F. Hunsaker
Jeff F. Hunsaker
Executive Vice President
DESCRIPTION OF THE LAND
OUTLINE OF DEMISED PREMISES
TENANT IMPROVEMENT WORKLETTER
A. Landlord shall, at its sole cost and expense, provide for the following Tenant Improvement
Work to the Initial 1st Floor Premises substantially in accordance with the Preliminary Plan dated
, 2008 prepared by Landlord’s architect, Jarmel Kizel, AIA, shown attached hereto as Exhibit
“C-1” (the “Preliminary Plan”) using Building standard quality materials and finishes
(collectively, the “Initial 1st Floor Tenant Improvement Work”):
Paint the 1st Floor Premises;
Install new carpeting;
Repair and replace ceiling tiles and light lenses as needed;
Recondition the IT room into a conference room; and
Construct six (6) private offices along the window line, each
approximately 12’ x 15’. Each office shall be provided a separate 20 amp circuit
with two duplex electric outlets.
B. Landlord, at its sole cost and expense but not to exceed the “3rd Floor Tenant Improvement
Allowance” of $27.50 per rentable square foot i.e. $61,765.00 (inclusive of architectural fees,
construction drawings, permits and other similar reasonable costs), shall provide for the following
Tenant Improvement Work to the 3rd Floor Premises substantially in accordance with the Preliminary
Plan using Building standard quality materials and finishes (collectively, “3rd Floor Tenant
Install either a fifteen (15) or twenty (20) ton supplemental air
conditioning unit (this may require upgrade to the electrical panel);
Install thirty (30) floor mounted 20 amp circuits (in a location to be
determined per architectural plan);
Install an electric meter or sub-meter to measure the electricity
actually consumed in the 3rd Floor Premises for the supplemental HVAC equipment and
the additional electrical circuits;
Add VCT tile; and
Paint the 3rd Floor Premises.
C. Landlord shall, at its sole cost and expense, provide for the following Tenant Improvement
Work to the Expansion Space substantially in accordance with the Preliminary Plan dated ,
2008 prepared by Landlord’s architect, Jarmel Kizel, AIA, shown attached hereto as Exhibit “C-1”
(the “Preliminary Plan”) using Building standard quality materials and finishes (collectively,
“Expansion Space Tenant Improvement Work”):
Paint the Expansion Space;
Install new carpeting; and
Create an entranceway between the Initial 1st Floor Premises and the
Except for the above Initial 1st Floor Tenant Improvement Work, the above 3rd Floor Tenant
Improvement Work and the above Expansion Space Tenant Improvement Work (collectively, the “Tenant
Improvement Work”), the Premises shall be delivered to Tenant in “as-is” condition. Should the
cost of the 3rd Floor Tenant Improvement Work exceed the 3rd Floor Tenant Improvement Allowance
(referred to as “Additional 3rd Floor Work Costs”), Landlord shall provide Tenant a written
estimate for the total cost of the 3rd Floor Tenant Improvement Work, including any Additional 3rd
Floor Work Costs that Tenant shall be responsible to pay for, which Tenant shall approve within
three (3) business days of receipt thereof. Prior to Landlord commencing with the Tenant
Improvement Work, Tenant shall pay Landlord 50% of the estimated Additional 3rd Floor Work Costs.
Upon substantial completion of the Tenant Improvement Work, Landlord shall submit to Tenant a final
statement setting forth the total cost of the 3rd Floor Tenant Improvement Work and the Additional
3rd Floor Work Costs that Tenant is responsible to pay for, together with invoices documenting such
costs, and Tenant shall pay to Landlord the remaining Additional 3rd Floor Work Costs within ten
(10) days after Tenant’s
receipt of said statement. In the event the total cost of the 3rd Floor Tenant Improvement Work,
including architectural and permit fees, is less than the 3rd Floor Tenant Improvement Allowance,
then Tenant agrees that Tenant shall not be entitled to such difference nor to any credit against
the monthly installments of rent equal to such difference.
RULES AND REGULATIONS
Tenant agrees to comply with the following rules and regulations and with such reasonable
modifications thereof and additions thereto as Landlord may make for the Building, it being agreed
Landlord shall not be responsible for any non-observance thereof by other Tenants.
1. Tenant shall not paint, display, inscribe or affix any sign, picture, advertisement, notice,
lettering or direction on any part of the outside or inside of the Building, or on any part of the
inside of the Demised Premises which is intended to be seen from outside the Demised Premises,
except on the hallway doors of the Demised Premises, and then only of color, size, style, character
and material first approved by Landlord in writing which shall not be unreasonable withheld.
Landlord reserves the right to remove at Tenant’s expense, all matter other than that above
provided for without notice to Tenant.
2. In advertising or other publicity, without Landlord’s prior written consent, Tenant shall not
use the name of the Building except as the address of its business and shall not use pictures of
the Building in advertising and publicity.
3. Tenant shall not obstruct sidewalks, entrances, passages, courts, corridors, vestibules, halls,
elevators and stairways in and about the Building. Tenant shall not place objects against glass
partitions or doors or windows which would be unsightly from the Building corridor or exterior of
4. Tenant shall not make noises, cause disturbances or vibrations or use or operate any electrical
or electronic devices the emit sound or other waves or disturbances, or create odors that would be
offensive to other tenants and occupants of the Building or that would interfere with radio or
television broadcasting or reception from or in the Building or elsewhere, and shall not place or
install antennae or aerials or similar devices outside of the Demised Premises.
5. Tenant shall not make any room-to-room canvass to solicit business from other tenants in the
Building; and shall not exhibit, sell or offer to sell, use, rent, or exchange in or from the
Demised Premises unless ordinarily embraced within the Tenant’s use of the Demised Premises
6. Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with
Landlord to assure the most effective operation of the Building’s heating and air-conditioning, and
shall refrain from attempting to adjust any controls other than room thermostats, installed for
Tenant’s use. Tenant shall keep corridor doors closed. Landlord shall not permit any object to be
placed on or dropped into any grills or devices in the Demised Premises utilized for heating and
7. Door keys for doors in the Demised Premises will be furnished at the commencement of the Lease
by Landlord. Tenant shall not affix additional locks on doors unless they provide a set keys to
Landlord, and shall purchase duplicate keys only from Landlord. When the Lease is terminated,
Tenant shall return all keys to Landlord and will disclose to Landlord the combination of any
safes, cabinets or vaults left in the Demised Premises.
8. Tenant assumes full responsibility for protecting its space from theft, robbery and pilferage
which includes keeping doors locked and other means of entry to the Demised Premises closed.
9. If the Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall
first obtain and comply with, Landlord’s instructions in their installation.
10. The Landlord may require that all persons who enter or leave the Building at any time, if
determined by Landlord from time to time to be necessary for the protection of the Building, must
identify themselves to security personnel, by registration or otherwise.
11. Peddlers, solicitors and beggars shall be reported to the office of the Building or as Landlord
12. Tenant shall not overload floors and lessor must give advance written approval as to size,
maximum weight, routing and location of business machines, safes and heavy objects. Tenant shall
not install and operate machinery devices of a nature not directly related to Tenant’s ordinary use
of the Demised Premises without the written permission of Landlord. Landlord reserves the right to
designate the time when and the method whereby freight, small office equipment, supplies,
furniture, safes and other like articles may be brought into, moved or removed from the Building or
rooms, and to designate the location for temporary disposition of such items. In no event shall
any of the foregoing items be taken from Tenant’s space for the purpose of removing same from the
building without the express consent of both Landlord and Tenant.
13. Furniture, packages, supplies, merchandise, freight, equipment and other large articles may be
brought into the Building only at time and in the manner designated by Landlord. Tenant shall
furnish Landlord with a list of furniture, equipment and other similar objects which are to be
removed from the Building. Movements of tenant’s property into or out of the Building are entirely
at the risk and responsibility of Tenant and Landlord may require permits before allowing anything
to be moved in or out of the Building.
14. No person or contractor shall be employed to do janitor work, window washing, cleaning,
construction, maintenance or similar services in the Demised Premises except by Landlord.
15. Tenant shall not cook in the Demised Premises or otherwise create any obnoxious odors therein
or in the Building or so as to violate any federal, state or municipal fire or zoning laws,
regulations or ordinances, nor shall Tenant use any space in the Demised Premises for living
quarters, whether temporary or permanent. Notwithstanding the foregoing, Tenant may use a
microwave oven for warming food.
16. Tenant shall not use or permit to be brought into the premises or the Building any inflammable
oils or fluids other than small quantities of cleaning fluids and office supplies, or any explosive
or other articles hazardous to person or property; or do or permit to be done any act or thing
which will invalidate be in conflict with fire or other insurance policies covering the Building or
its operation, or the Demised Premises, or part of either; or do or permit to be done anything in
or upon the Demised Premises, or bring or keep therein, which shall not comply with all rules,
regulations or requirements of the Board of Fire Underwriters, or any similar organization (and
Tenant shall at all times comply with all such rules, orders, regulations or requirements), or
which shall increase the rate of insurance on the Building, its appurtenances or contents. If by
reason of the failure of Tenant to comply with the provisions of this paragraph, any insurance
premium payable by Landlord shall at any time be increased above what it otherwise would be, Tenant
shall reimburse Landlord to the extent of all such increases in premiums paid by Landlord.
17. Tenant shall comply with all applicable federal, state and municipal laws, ordinances and
regulations and shall not directly or indirectly make any use of the Demised Premises which may be
prohibited by any laws, ordinances or regulations thereof or which shall be dangerous to person or
property or shall increase the cost of insurance or require additional coverage.
18. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations
established by Landlord or any governmental agency.
19. Animals (other than seeing eye dogs), birds, bicycles or motorized bikes shall not be brought
on, or kept in or about the Building.
20. Tenant shall be responsible for the observance of all of the foregoing by Tenant’s employees,
agents, clients, customers, invitees and guests.
21. The charge for after-hours heat or air conditioning shall be determined by the Landlord and
confirmed in writing to the Tenant, as the same may change from time to time. There shall be a
minimum charge of one-hour for every partial hour of usage.
General Cleaning Office Area
Cleaning Service provided five (5) days per week.
Cleaning hours Monday through Friday, between 5:30 p.m. and before 8:00 a.m. of the following day.
On the last day of the week the work will be done after 5:30 p.m. Friday, but before 8:00 a.m.
No cleaning on holidays.
Furniture will be dusted and desk tops will be wiped clean. However, desks with loose papers on
the top will not be cleaned.
Window sills and baseboards to be dusted and washed when necessary.
Office wastepaper baskets will be emptied nightly.
Cartons or refuse in excess of that which can be placed in wastebaskets will not be removed.
Lessees are required to label such unusual refuse and place near wastebaskets.
Cleaners will not remove nor clean non paper tea or coffee cups or mugs or similar containers; also
if such liquids are spilled in wastebaskets the wastebaskets will be emptied but not otherwise
Vinyl tile floors will be swept daily.
All rugs will be carpet swept nightly.
Carpets will be vacuumed every night.
All closet shelving, coat racks, etc. will be dusted weekly.
Seat cushions on chairs, sofas, etc. will be vacuumed weekly.
All lavatory floors to be swept and washed with disinfectant nightly.
Tile walls and dividing partitions to be washed and disinfected weekly.
Basins, bowls, urinals to be washed and disinfected daily.
Waste receptacles and wash dispensaries to be filled with appropriate tissues, towels, and soap
supplied by Lessee.
Main Lobby Elevators, Building Exterior and Corridors
Wipe and wash all floors in Main Lobby nightly.
Wipe and/or vacuum floors nightly.
Polish or vacuum floors weekly in elevators.
Elevator cab to be wiped daily and thoroughly cleaned and polished weekly.
Lobby walls, glass, etc., to be wiped clean daily and thoroughly cleaned and polished weekly.
Lobby entrance doors, windows to be washed weekly.
Exterior windows will be cleaned when necessary but not less two (2) times per year.
Sweep sidewalk in front of building entrances daily.
Remove snow and ice from sidewalks when accumulation reaches 3” or more.
Remove snow from parking areas when accumulation reaches 3” or more.
Keep stairways clean at all times.
Keep Custodian’s Room and Mechanical Rooms clean and in orderly condition at all times.
Cleaning services do not include the shampooing of carpet, nor washing nor polishing, nor waxing of
furniture, files, cabinets, wastebaskets or other personal property of Lessee. When such work is
necessary, Lessee may make necessary arrangements for same directly with Lessor’s cleaning
NEW YEAR’S DAY
COMMENCEMENT DATE MEMORANDUM
THIS AGREEMENT made the ___ day of , 200__ between VREELAND SPVEF VENTURE, LLC,
having an office located at c/o Bergman Realty Corporation, 555 Route One South, Iselin, New Jersey
08830, (“Landlord”) and SCO GROUP, INC., a corporation having an office address of 355
South 520 West, Lindon, Utah 84042 (hereinafter called “Tenant”).
WHEREAS, Landlord and Tenant entered into a Lease dated , 200__ (the “Lease”)
setting forth the terms of occupancy by Tenant for a portion of the first (1st) and third
(3rd) floors of a Building known as Florham Park Corporate Center — Building A located at 25A
Vreeland Road, Florham Park, New Jersey 07932 consisting of approximately 9,076 rentable
square feet (the “Premises”); and
WHEREAS, the Lease is for an initial Term of sixty-one (61) months (plus the remaining
number of days in the month on which the Commencement Date occurs if such date is other than the
first day of the month) with the “Commencement Date” of the Term being defined in the Lease
WHEREAS, it has been determined in accordance with the Lease that is the
Commencement Date of the initial Term of the Lease.
NOW THEREFORE, in consideration of the premises and the covenants hereinafter set forth, it is
The Commencement Date of the initial term of the Lease is and the Expiration Date thereof is .
This agreement is executed by the parties for purposes of
providing a record of the Commencement and Expiration Dates of the initial term
of the Lease.
IN WITNESS WHEREOF, the parties hereto have duly executed this instrument as of the day and
year first above written.
VREELAND SPVEF VENTURE, LLC
Bergman Vreeland Associates, LLC Its Managing Member