SECURITY OFFICE PARK
LEASE AGREEMENT
between
BRIT LIMITED PARTNERSHIP,
as Landlord
and
OXFORD CAPITAL CORPORATION,
as Tenant
Dated: January ___, 1996
1
TABLE OF CONTENTS
1. PREMISES..................................................... 1
2. TERM......................................................... 1
3. RENT......................................................... 1
4. ANNUAL EXPENSE INCREASES..................................... 2
5. ADDITIONAL RENT.............................................. 4
6. TENANT IMPROVEMENTS.......................................... 4
7. LANDLORD ACCESS.............................................. 5
8. QUIET ENJOYMENT.............................................. 5
9. SERVICES..................................................... 5
10. USE OF PREMISES.............................................. 6
11. SIGNS........................................................ 6
12. FIXTURES; ELECTRICAL EQUIPMENT............................... 7
13. ALTERATIONS; MECHANICS LIENS................................. 7
14. REPAIRS BY LANDLORD.......................................... 8
15. REPAIRS AND MAINTENANCE BY TENANT............................ 8
16. INSURANCE; INDEMNITY......................................... 9
17. PROPERTY AT TENANT'S RISK.................................... 10
18. DAMAGE....................................................... 10
19. CONDEMNATION................................................. 10
20. LAWS AND ORDINANCES.......................................... 11
21. RULES AND REGULATIONS........................................ 11
22. SURRENDER; HOLDOVER.......................................... 11
23. EVENTS OF DEFAULT............................................ 12
24. LANDLORD'S REMEDIES UPON DEFAULT............................. 13
25. REMEDIES CUMULATIVE; NO WAIVER............................... 14
26. SECURITY DEPOSIT............................................. 14
27. LIEN ON PERSONAL PROPERTY.................................... 15
28. ASSIGNMENT; SUBLETTING....................................... 15
i
29. SUBORDINATION................................................ 16
30. MORTGAGEE PROTECTION......................................... 17
31. MODIFICATIONS DUE TO FINANCING............................... 17
32. ESTOPPEL CERTIFICATES........................................ 17
33. FINANCIAL STATEMENTS......................................... 17
34. UNAVOIDABLE DELAY............................................ 17
35. NOTICES...................................................... 17
36. BROKERS...................................................... 18
37. ATTORNEYS' FEES.............................................. 18
38. WAIVER OF JURY TRIAL; COUNTERCLAIMS.......................... 18
39. ASSIGNS AND SUCCESSORS; LIMITATION ON LIABILITY.............. 18
40. SUBSTITUTED PREMISES......................................... 19
41. LANDLORD'S CONSENT OR APPROVAL............................... 19
42. HEADINGS; INTERPRETATION..................................... 19
43. SEVERABILITY................................................. 19
44. APPLICABLE LAW............................................... 19
45. RECORDING.................................................... 19
46. TIME IS OF THE ESSENCE....................................... 20
47. SURVIVAL OF OBLIGATIONS...................................... 20
48. EXECUTION OF DOCUMENTS....................................... 20
49. PARKING...................................................... 20
50. ENTIRE AGREEMENT............................................. 20
51. EXISTING LEASE REIMBURSEMENT................................. 20
52. OPTION TO RENEW.............................................. 21
ii
EXHIBIT A -- PREMISES
EXHIBIT B -- COMMENCEMENT AGREEMENT
EXHIBIT C -- SPACE PLAN
EXHIBIT C-1 -- INITIAL TENANT IMPROVEMENTS
EXHIBIT D -- WORK AGREEMENT
EXHIBIT E -- RULES AND REGULATIONS
EXHIBIT F -- SIGNAGE
iii
LEASE AGREEMENT
---------------
THIS LEASE AGREEMENT (this "Lease") is made as of the ____ day of
January, 1996 by and between BRIT LIMITED PARTNERSHIP, a Maryland limited
partnership ("Landlord"), and OXFORD CAPITAL CORPORATION, a Maryland corporation
("Tenant").
W I T N E S S E T H:
1. PREMISES. For and in consideration of the rent hereinafter reserved
and the mutual covenants hereinafter contained, Landlord hereby leases to
Tenant, and Tenant does hereby rents from Landlord, the premises (the
"Premises") identified as Suite 200 and consisting of approximately 16,840
rentable square feet of office space on the second (2nd) floor of the building
(the "Building") known as ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, in the
Security Office Park (the "Complex"), upon the terms and conditions set forth
herein. The Premises are more particularly described on Exhibit A attached
hereto. The land upon which the Building is located and the Building are
hereinafter referred to herein as the "Property." The roof, exterior faces of
all perimeter walls and the use of the air space above the Building shall be
reserved for Landlord's exclusive use and Tenant shall have no right of access
thereto, except as expressly provided herein. This Lease conveys to Tenant no
license, easement or parking privileges except as expressly provided herein.
2. TERM.
(a) The term of this Lease (the "Term") shall commence on
(the "Lease Commencement Date") the earlier to occur of (i) the date of
Substantial Completion of the Premises, or (ii) the date on which Tenant
commences beneficial use of the Premises, and shall continue until December 31,
2001 (the "Lease Expiration Date"), unless the Lease Term is terminated earlier
in accordance with the provisions of this Lease. As used herein, the term
"Substantial Completion" shall have the meaning set forth in Exhibit D.
Notwithstanding the foregoing, if Landlord is delayed in completing construction
of the Premises as a result of any of the reasons described in clauses (i)
through (v) of Paragraph 4(b) of Exhibit D, then for purposes of determining the
Lease Commencement Date, the Premises shall be deemed to have been substantially
complete on the date determined in accordance with Paragraph 4(b) of Exhibit D.
(b) Promptly after the Lease Commencement Date is
ascertained, Landlord and Tenant shall execute a certificate, in the form
attached hereto as Exhibit B, setting forth the Lease Commencement Date and the
date upon which the term of this Lease will expire.
(c) It is presently anticipated that the Premises will be
ready for occupancy by Tenant on or about April 1, 1996; provided, however, that
if Landlord does not deliver possession of the Premises by such date, Landlord
shall not have any liability whatsoever to Tenant on account of such failure to
deliver possession of the Premises to Tenant and this Lease shall not be
rendered void or voidable as a result of such delay, except as otherwise
expressly provided herein.
3. RENT.
(a) Tenant shall pay initially an annual base rent
("Annual Base Rent") of Two Hundred Twenty-Two Thousand Forty Dollars
($222,040.00) in equal monthly installments ("Monthly Base Rent") of Eighteen
Thousand Five Hundred Three and 33/100 Dollars ($18,503.33). Annual Base Rent
shall be increased in accordance with the terms of Section 3(b) below.
(b) Commencing on January 1, 1998, and on the first day
of January in each year thereafter, Annual Base Rent shall be adjusted and
increased by an amount equal to three percent (3%) of the Annual Base Rent then
in effect.
1
(c) Concurrently with the execution of this Lease, Tenant
shall pay to Landlord an amount equal to one (1) monthly installment of the
Annual Base Rent payable during the first (1st) Lease Year, which amount shall
be credited by Landlord toward the monthly installment of Annual Base Rent
payable for the first (1st) full calendar month of the Lease Term. This amount
shall be a non-refundable payment to Landlord in the event Tenant does not
occupy the Premises pursuant to this Lease. If the Lease Commencement Date is a
day other than the first (1st) day of a month, then Annual Base Rent from the
Commencement Date until the first (1st) day of the following month shall be
prorated on a per diem basis at the rate of one-thirtieth (1/30th) of the
monthly installment of Annual Base Rent payable during the first (1st) lease
year, and Tenant shall pay such prorated installment of Annual Base Rent in
advance on the Lease Commencement Date.
(d) Rent shall be payable in lawful money of the United States
of America to the Landlord or to such other person and at such place as the
Landlord may from time to time direct by notice to the Tenant, in advance,
without previous notice or demand therefor and without deduction or setoff.
Monthly Base Rent shall be due and payable on the first day of each and every
month during the Term hereof, except as otherwise provided herein. No payment by
Tenant or receipt by Landlord of a lesser amount than the amounts herein
stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or letter
accompanying a check for payment of rent be deemed an accord and satisfaction
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or to pursue any other remedy provided
in this Lease. Tenant shall pay Landlord upon demand the sum of Fifty Dollars
($50.00) for each of Tenant's checks returned to Landlord not paid for
insufficient funds or other reasons not the fault of Landlord, to cover
Landlord's costs in handling such returned items. The foregoing returned check
charge represents the parties' reasonable estimate as of the date hereof of the
extra expenses that Landlord will incur in processing returned checks, the exact
amount of such charges being difficult to ascertain, and such charge shall not
be considered interest.
(e) For purposes of this Lease, the term "Lease Year" shall
mean a period of twelve (12) consecutive months, commencing on the Lease
Commencement Date, and each successive twelve (12) month period thereafter;
except that if the Lease Commencement Date is a day other than the first day of
a month, then the first Lease Year shall commence on the Lease Commencement Date
and shall continue for the balance of the month in which the Lease Commencement
Date occurs and for a period of twelve (12) calendar months thereafter.
4. ANNUAL EXPENSE INCREASES.
(a) Tenant agrees to pay as additional rent to Landlord,
Tenant's Pro Rata Share (as hereinafter defined) of the sum (said sum being
hereinafter referred to as the "Increase") of (i) the amount, if any, by which
the Annual Operating Costs (as hereinafter defined) exceed the Annual Operating
Costs incurred by Landlord for calendar year 1996 (the "Base Operating Costs")
and (ii) the amount, if any, by which the Real Estate Taxes (as hereinafter
defined) for the Property exceed the Real Estate Taxes incurred by Landlord for
the 1996/1997 tax year (the "Base Taxes"). The payments called for in this
Section 4(a) are hereinafter sometimes called the "Adjustment Rent". The term
"Tenant's Pro Rata Share," as used herein, shall mean the number, expressed as a
percentage, equal to the rentable square footage of the Premises divided by the
total rentable square footage contained in the Building. Notwithstanding any
other provision of the Lease, but taking into account any "Gross-Up" required
under the provisions of this Lease; in calculating Tenant's Pro Rata Share of
the Increase in Annual Operating Costs for the 1997 calendar year, "Controllable
Costs" shall be capped at one hundred ten percent (110%) of the Controllable
Costs for calendar year 1996 (as determined on a per rentable square foot basis.
As used herein, "Controllable Costs" are defined as follows: All Annual
Operating Costs except real estate taxes, insurance, snow removal, utilities,
char, and security.
(b) After the conclusion of each fiscal year of the Building,
Landlord shall furnish to Tenant a statement (each an "Annual Statement") in
reasonable detail showing the actual Annual Operating Costs and the Real Estate
Taxes for such fiscal year. Tenant shall, with
2
the next installment of rent, pay to Landlord the excess of Tenant's Pro Rata
Share of the Increase for the Adjustment Year covered by such Annual Statement
above the total monthly payments towards such Increase made by Tenant pursuant
to Section 4(c); provided that, if Tenant's monthly payments on account thereof
exceed Tenant's Pro Rata Share of the Increase for the fiscal year covered by
such Annual Statement, Landlord hereby agrees to credit the excess against
Monthly Base Rent accruing thereafter (except where the Term has expired, in
which case Landlord agrees, after deducting any sums due Landlord hereunder, to
pay Tenant the excess within thirty (30) days after preparation of the Annual
Statement for such fiscal year).
(c) The Landlord may from time to time during the term hereof
deliver to Tenant a written estimate by Landlord of the amount of annual
Adjustment Rent which Landlord may estimate and determine will be payable by
Tenant during an ensuing Building fiscal year (or portions of a fiscal year)
(the "Estimated Adjustment Rent"). Commencing on the first day of the calendar
month immediately following the month in which the statement of Estimated
Adjustment Rent is tendered, and on the first day of each and every calendar
month thereafter until the next such statement, Tenant shall pay to Landlord (in
addition to the Monthly Base Rent, and as Additional Rent) a sum as specified by
Landlord which is equal to one-twelfth (1/12th) of said Estimated Adjustment
Rent, such payments to continue to be due and payable until further notice from
Landlord.
(d) Any Additional Rent on account of increases due and
payable for a partial Lease Year at the commencement or end of the term shall be
equitably pro-rated, based upon the number of months and/or days remaining until
expiration of the term of this Lease, and the amount or amounts found to be
owing by the Tenant shall be paid within ten (10) days after Landlord's demand.
(e) Tenant may not claim a readjustment of Tenant's Pro Rata
Share or the Increase based on any error of estimation, determination or
calculation thereof except by written notice given within sixty (60) days after
receipt of the Estimation Statement or Annual Statement (as the case may be) for
the fiscal year to which such estimate or calculation relates.
(f) "Annual Operating Costs," as used herein, shall include
all expenses incurred by Landlord in connection with owning, operating,
managing, insuring, repairing, maintaining and protecting the Building and/or
its appurtenances (including, without limitation, any parking areas servicing
the Building) and/or the Property. By way of example, but without limitation,
Annual Operating Costs shall include the following: charges and expenses,
salaries, wages and employee benefits for agents or employees of Landlord
engaged in the operation, maintenance, servicing or repair of the Building
and/or the Property and/or its appurtenances, license, permit and inspection
fees and/or charges, repairs and maintenance, utility and utility distribution
charges, water and sewer charges, charges for gas, oil and other fuels, charges
for steam, premiums for any casualty, liability, rent and/or other insurance
obtained by Landlord or on Landlord's behalf with respect to the Building and/or
the Property, security services, char and cleaning services, building and
cleaning supplies, uniforms and dry cleaning and laundering, window cleaning,
snow removal, repair and maintenance of the sidewalks, driveways, roadways
(public and private) and grounds, including plantings and ground cover and other
improvements and replacements thereto, accounting and legal fees, fees and
expenses incurred by Landlord under any service (including, without limitation,
garbage and waste disposal (including recycling costs), elevator service, and
plumbing service) or management contracts, the cost for telephone, telegraph,
stationery, postage and other materials and supplies used in the operation of
the Building and/or the Property, personal property taxes, chillers, air
conditioning and ventilation, advertising and promotion expenses, all sales
and/or excise taxes imposed on any of the services provided by Landlord, a
management fee equal to five percent (5%) of the gross revenue from the
Building, the cost of any capital improvements intended to decrease Annual
Operating Costs or required by Federal, state or local statutes, regulations,
rules or orders (the cost of such capital improvements shall be amortized over a
reasonable period of time as determined by Landlord and to this extent shall be
included in Annual Operating Costs), and any other expenses or charges of any
nature whatsoever, whether or not herein mentioned, which shall be included in
Annual Operating Costs in accordance with generally accepted accounting and
management
3
principles with respect to operation of similar office buildings in the
Baltimore metropolitan area.
(g) The term "Real Estate Taxes" mean all taxes, rates and
assessments, general and special, levied or imposed with respect to the
Property, including all taxes, rates and assessments, general and special,
levied or imposed for schools, public betterment, general or local improvements
and operations (including vault rentals) and taxes imposed in connection with
any special taxing district and any assessments made by the United States of
America, the State of Maryland, Baltimore County, or any public corporation,
district or other public entity. If the system of real estate taxation shall be
altered or varied and any new tax or levy shall be levied or imposed on said
Property and/or Landlord in substitution for real estate taxes presently levied
or imposed on land, improvements or fixtures in Baltimore County, then any such
new tax or levy shall be included within the term "Real Estate Taxes." Should
any governmental taxing authority acting under any law or regulation, levy,
assess, or impose a tax, excise and/or assessment however described (other than
an income or franchise tax) upon, against, or account of, or measured by, in
whole or in part, the rent expressly reserved hereunder, or upon the rent
expressly reserved under the other leases or leasehold interests in the
Premises, the Building and/or the Property , as a substitute (in whole or in
part) or in addition to any existing real estate taxes on land and buildings or
otherwise, such tax or excise on rents shall be included within the term "Real
Estate Taxes." Expenses, including, but not limited to, reasonable attorneys'
fees and consulting fees, incurred by Landlord in protesting, contesting or
disputing, or obtaining or attempting to obtain a reduction of any Real Estate
Taxes (or the assessment upon which the Real Estate Taxes are based) shall be
added to and included in Real Estate Taxes, expressly excluding any penalty or
late charges incurred by Landlord for failure to pay such taxes promptly.
(h) If during all or part of any fiscal year of the Building
(such fiscal year to be as determined and designated by Landlord, and which may
be on a Calendar Year or other fiscal year basis as Landlord may determine from
time to time) (or partial fiscal year) of the term, Landlord shall not furnish
any particular item of work or service (which would constitute an item of Annual
Operating Costs hereunder) to at least ninety-five percent (95%) of the rentable
area of the Building, because (i) less than all of the Building is occupied or
(ii) such item of work or service is not desired or required by any tenant, or
(iii) any tenant is itself obtaining and providing such item of work or service,
then an adjustment shall be made in computing the Annual Operating Costs for
such fiscal year (or partial fiscal year) so that the Annual Operating Costs
shall be increased for such fiscal year (or partial fiscal year) to the amount
that would have been reasonably incurred had Landlord provided such item of work
or service to ninety-five percent (95%) of the rentable area of the Building for
the entire fiscal year (or partial fiscal year).
(i) Tenant shall pay all electricity, telephone and power
bills separately metered to the Premises, and any other service or material used
by, or provided to, Tenant in connection therewith, when due. The Annual Base
Rent provided in this Lease is net of all costs of electricity consumed within
the Premises, all such costs being Tenant's responsibility. If Tenant does not
pay the same when due, Landlord may pay the same and the amount of such payment
shall be deemed Additional Rent which shall be due upon receipt of Landlord's
invoice therefor. In determining Tenant's Pro Rate Share of Annual Operating
Costs, Landlord shall make reasonable adjustments to reflect Tenant's direct
payment of all electric charges for the Premises.
(j) Tenant shall pay all rental, sales, use, business and
other taxes levied or imposed by the State of Maryland, Baltimore County or
other governmental authority on Tenant or Tenant's real or personal property, or
the Rent (as hereinafter defined) and the services provided by Landlord
hereunder, such payments to be in addition to all other payments required under
the terms of this Lease.
(k) As used herein, the term "Rent" shall mean the Annual Base
Rent and all additional rent, as the same may be adjusted from time to time.
5. ADDITIONAL RENT. Any and all amounts required to be paid by Tenant
hereunder and any and all charges or expenses incurred by Landlord on behalf of
Tenant under
4
the terms of this Lease shall be considered Additional Rent payable (except as
otherwise expressly set forth herein) in the same manner and upon the same terms
and conditions as the Monthly Base Rent reserved hereunder. Any failure on the
part of Tenant to pay such Additional Rent when and as the same shall become due
shall entitle Landlord to the remedies available to it for nonpayment of Rent.
6. TENANT IMPROVEMENTS.
(a) Landlord shall, at Landlord's expense, construct the
initial tenant improvements to the Premises according to the space plan attached
hereto as Exhibit C (the "Space Plan"), which shall include the work set forth
on Exhibit C-1, and in accordance with the Work Agreement attached hereto as
Exhibit D (the "Initial Tenant Improvements"), using building standard materials
and specifications, except as otherwise shown on Tenant's Plans. The specific
items of work set forth on Exhibit C-1 are in addition to, and not in limitation
of the work set forth in Tenant's Plans. Landlord is under no obligation to make
any alterations, decorations, additions or improvements in or to the Premises
except as set forth in the Space Plan or Tenant's Plans (as hereafter defined).
Any modifications to the Space Plan or Tenant's Plans shall be subject to
Landlord's prior written consent. The cost of any additional work performed by
Landlord and any modifications or changes to Tenant's Plans shall be paid for by
Tenant as follows: (i) fifty percent (50%) upon ordering the additional work
and/or modifications and (ii) fifty percent (50%) on the Lease Commencement
Date.
(b) Attached hereto as Exhibit C is Tenant's final space plan
for partition, plumbing, mechanical, electrical, telephone and other
requirements for the improvements to be made to the Premises. Such requirements
include the categories of work and all other items necessary to complete
construction of the Initial Tenant Improvements. Tenant will cause to be
prepared from the Space Plan, working drawings for the Initial Tenant
Improvements. The working drawings shall be consistent with the scope of work
and level of finishes set forth on the Space Plan. Said working drawings shall
be approved by both Landlord and Tenant and after such approval shall be defined
as "Tenant's Plans". Tenant shall submit Tenant's Plans to Landlord no later
than January 25, 1996. Within five (5) days after Tenant's submission of the
Tenant's Plans, the Landlord shall notify Tenant of any objections. Tenant shall
address all of Landlord's objections and submit revised plans to Landlord within
five (5) business days. A copy of the approved working drawings will be attached
hereto as Exhibit C and shall be referred to as Tenant's Plans.
(c) Tenant shall be responsible for all space planning,
architectural and design costs, including the cost of preparing the Space Plan
and Tenant's Plans. Upon presentation by Tenant to Landlord of reasonable proof
thereof, Landlord shall promptly reimburse Tenant for costs Tenant has paid or
incurred as of the date of the Lease, or pays or incurs after such date, in
connection with the preparation of the Space Plan and Tenant's Plans, up to a
maximum of Sixteen Thousand Eight Hundred Forty Dollars ($16,840.00) [i.e. $1.00
per rentable square foot].
(d) The Tenant covenants and agrees that it will fully and
faithfully comply with all reasonable response requirements to assure timely
completion of the Premises, time being of the essence.
7. LANDLORD ACCESS. Landlord and its agents may enter the Premises at
all reasonable hours to exhibit the same to prospective purchasers, mortgagees
or tenants, to inspect the Premises, to see that Tenant is complying with all
its obligations hereunder or to make repairs to the Premises or the Property.
Landlord shall (except in the event of any emergency) give Tenant prior notice
of such access and, during access, use commercially reasonable efforts to
minimize any interference with Tenant's business operations.
8. QUIET ENJOYMENT. Subject to the terms hereof, 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 Premises, without any interruption or
disturbance from Landlord.
5
9. SERVICES.
(a) Except as set forth in this Section 9, Landlord shall be
under no obligation to furnish any services or supplies to the Premises or to
repair or maintain the Premises. Landlord shall furnish elevator service, water
and lavatory supplies during normal business hours, and normal and usual
cleaning and janitorial service, Mondays through Fridays (exclusive of Federal,
State or local legal holidays), except during periods of repair and maintenance.
Landlord further agrees to furnish (i) reasonably adequate electric current for
normal office uses and (ii) heat and air conditioning appropriate to the seasons
of the year from 8:00 a.m. to 9:30 p.m. (with the system fan to remain on until
10:00 p.m.), Mondays through Fridays, (exclusive of holidays) and from 9:00 a.m.
to 1:00 p.m., Saturdays (exclusive of holidays), except during periods of repair
and maintenance, all in accordance with the standards of comparable office
buildings in the Baltimore metropolitan area as reasonably determined by
Landlord. Landlord shall provide heat and air conditioning at times in addition
to those specified above, at Tenant's expense, upon not less than forty-eight
(48) hours written notice from Tenant. Tenant shall pay Landlord for said after
hours service based upon Landlord's then current schedule of costs and
assessments therefor. Landlord shall install, at Landlord's cost, a separate
unit or split system to provide ventilation and air conditioning to one office
within the Premises, as shown on Tenant's Plans. The unit will operate only for
after-hours usage. Tenant shall be responsible for all costs of operating,
maintaining, repairing and replacing the unit or system.
(b) No claim for compensation or abatement of Rent shall be
made by the Tenant by reason of inconvenience, nuisance, loss of business or
discomfort arising from the interruption or cessation of or failure in the
supply of any utilities, services or systems serving the Premises or from the
repair, renovation or rebuilding of any portion of the Property or basic systems
thereof nor shall the same give rise to a claim in Tenant's favor that such
interruption, cessation, failure, repair, renovation or rebuilding constitutes
actual or constructive, total or partial eviction from the Premises.
10. USE OF PREMISES. The Premises shall be used and occupied by Tenant
solely for general office purposes in accordance with applicable zoning laws and
for no other purpose whatsoever. Tenant shall not use the Premises, nor suffer
the Premises to be used, for any unlawful purpose or in any unlawful manner or
in violation of any valid regulation of any governmental body, or in any manner
to (i) create any nuisance or trespass; (ii) annoy or embarrass Landlord; (iii)
vitiate any insurance carried by Landlord or on Landlord's behalf; or (iv) alter
the classification or increase the rate of any insurance on the Building. Tenant
shall not commit waste, overload the floors or structure of the Building, or
take any action that would impair or alter parking spaces on the Property.
Tenant shall not keep within or about the Premises any dangerous, inflammable,
toxic or explosive material, nor shall Tenant use the Premises or the Property,
nor suffer the Premises to be used, for the manufacture, storage, treatment or
disposal of any hazardous or toxic substance, material or waste as such terms
may be defined from time to time under Federal, state or local law. In the event
of any such waste, damage or manner of use by Tenant, immediately upon verbal
notice to Tenant at the Premises, Tenant shall take such steps as are reasonably
necessary to cease and repair the same, failing which the Landlord shall be
entitled to take such steps and the Tenant shall pay to the Landlord, upon
demand, the Landlord's cost thereof. In addition, if the use or occupancy of the
Premises, the conduct of business in the Premises or any act or omission of the
Tenant in the Premised or the Property, causes or results in any increase in
premiums for the insurance carried from time to time by the Landlord with
respect to the Property, the Tenant shall pay to the Landlord on demand the
Landlord's cost of any increase in premiums.
6
11. SIGNS.
(a) Except as provided herein, no sign, advertisement or
notice shall be inscribed, painted, affixed or displayed on the windows or
exterior walls of the Premises or any public area of the Building without the
prior written consent of Landlord (which consent may be withheld in Landlord's
sole and absolute subjective discretion), and then in such places, numbers,
sizes, color and style as are approved in writing in advance by Landlord and
which conform to all applicable laws, regulations, rules and ordinances. If any
such sign, advertisement or notice is exhibited without Landlord's prior written
approval, Landlord shall have the right to remove the same and Tenant shall be
liable for any and all expenses incurred by Landlord by said removal. Tenant
will maintain its permitted signs (if any), decorations, lettering, advertising
matter and such other things as may be approved in good condition and repair,
and in compliance with all applicable statutes, regulations and rules, at all
times. Landlord may prohibit any advertisement of Tenant which in Landlord's
opinion tends to impair the reputation of the Building or the Property; upon
written notice from Landlord, Tenant shall refrain from and discontinue such
advertisement.
(b) Provided Tenant is not in default under the Lease and
is occupying at least 15,000 rentable square feet of space in the Building,
Tenant shall have the right, at Tenant's sole cost and expense and subject to
the terms of this Section 11(b), to (i) signage (the "Facade Sign") on the
exterior of the Building, using Building standard signage, depicting Tenant's
corporate name or logo, as shown on Exhibit F attached hereto, and (ii) a bronze
sign in the Building lobby, approximately two (2) feet wide and four (4) feet
long (the "Lobby Sign"), as shown on Exhibit F attached hereto. The design,
size, engineering, location, materials and manner in which the Facade Sign and
the Lobby Sign are attached must be acceptable in all respects to Landlord and
all appropriate governmental authorities. The Facade Sign and Lobby Sign shall
be designed, constructed and installed in accordance with Landlord's
specifications. Tenant shall, at its sole cost and expense, cause the Facade
Sign to be maintained in good working order and condition. Tenant's contractors
and workmen responsible for maintaining the Facade Sign must be reasonably
acceptable in all respects to Landlord and shall perform their work in a manner
which does not cause any damage to the Building or interfere with Landlord's
maintenance of the Building. Any damage to the Building caused by such
installation shall be promptly repaired by Tenant. Tenant shall, at Tenant's
expense, obtain all permits and governmental consents relating to the Facade
Sign. The rights granted to Tenant in this Section are further subject to all
applicable governmental restrictions and regulations. At the expiration or
earlier termination of this Lease, Tenant shall pay for the cost of (i) removing
the Facade Sign and the Lobby Sign, (ii) repairing any damage to the Building
caused by the installation, placement or removal of the Facade Sign and the
Lobby Sign, and (iii) restoring the affected portion of the Building to its
condition prior to the installation of the Facade Sign and the Lobby Sign,
normal wear and tear excepted.
12. FIXTURES; ELECTRICAL EQUIPMENT.
(a) Tenant shall not place a load upon the floor of the
Premises which exceeds the floor load per square foot which such floor was
designed to carry or which is allowed by applicable building code. Business
machines, mechanical equipment and materials belonging to Tenant which cause
vibration, noise, cold, heat or fumes that may be transmitted to the Building or
to any other leased space therein to such a degree as to be objectionable to
Landlord or to any other tenant in the Building shall be placed, maintained,
isolated, stored and/or vented by Tenant at its sole expense so as to absorb and
prevent such vibration, noise, cold, heat or fumes. No freight, furniture or
other building matter or any description may be received into the Building or
carried in the elevators, except at such times and dates in such manner as are
specifically approved by Landlord in writing in advance. Tenant shall be
responsible for any and all damage, injury, or claims resulting from moving of
Tenant's equipment, furnishings and/or materials into or out of the Premises or
from the storage or operation of the same. Any and all damage or injury to the
Premises or the Property (or any part thereof) caused by such moving, storage or
operation shall be repaired by Tenant, at Tenant's sole cost, to Landlord's
reasonable satisfaction.
7
(b) Tenant shall have the right to install or operate in
the Premises any small electrically operated standard office equipment as is
typically used in modern offices. Except as otherwise shown on Tenant's Plans,
Tenant shall not install or operate in the Premises any "non-standard" equipment
without first obtaining the prior consent in writing of Landlord, which consent
may, in Landlord's sole discretion, be conditioned on, among other matters, the
payment by Tenant of additional rent in compensation for such excess consumption
of water and/or electricity as may be occasioned by the operation of said
equipment or machinery; nor shall Tenant install any other equipment whatsoever
which will or may necessitate any changes, replacements or additions to the
water system, plumbing system, heating system, air conditioning system or the
electrical system of the Premises or the Building without the prior written
consent of Landlord, which consent may be withheld or conditioned in Landlord's
sole discretion; provided that, if Landlord shall consent to such installations,
all additional utility facilities, changes, replacements or additions necessary
to handle facilities, changes, replacements or additions necessary to handle
such equipment shall be performed by Landlord or by contractors approved by
Landlord at Tenant's expense in accordance with plans and specifications to be
approved in writing, in advance, by Landlord.
13. ALTERATIONS; MECHANICS LIENS.
(a) Tenant shall not make or permit anyone to make any
alterations, improvements, installations or modifications in or to any part of
the Premises without first obtaining Landlord's prior written consent (which
consent may be withheld in Landlord's sole and absolute subjective discretion).
Landlord's consent to non-structural alterations not visible from the exterior
of the Premises shall not be unreasonably withheld. When granting its consent,
Landlord may impose any conditions it reasonably deems appropriate, including,
without limitation, the approval of plans and specifications, approval of the
contractor or other persons who will perform the work, and the obtaining of
specified insurance. If Landlord shall consent to any alterations or changes in
or to the Premises, Tenant shall have all such work performed at Tenant's sole
expense and shall comply with the requirements to be established by the
Landlord. Any additions, improvements, alterations and installations made by
Tenant (excepting only office furniture and business equipment) shall become and
remain a part of the Building and be and remain Landlord's property at the Lease
Expiration Date; provided, however, that Landlord may require Tenant to remove
such additions, improvements, alterations or installation and to restore the
Premises to their original condition at Tenant's sole cost and expense and if
Tenant fails to restore the Premises as required, Landlord may do so at Tenant's
expense. If any alteration is made without the prior written consent of
Landlord, Landlord may correct or remove the same, and Tenant shall be liable
for any and all expenses incurred by Landlord in the performance of this work.
(b) Any alterations shall be conducted on behalf of
Tenant and not on behalf of Landlord and Tenant shall be deemed to be the
"owner" and not the "agent" of Landlord. If Landlord shall give its written
consent to Tenant's making any alterations, such written consent shall not be
deemed to be an agreement or consent by Landlord to subject Landlord's interest
in the Premises or the Property to any mechanic's liens which may be filed in
respect of any alterations made by or on behalf of Tenant. If any mechanic's or
other lien or any notice of intention to file a lien is filed against the
Property, or any part thereof, or the Premises, for any work, labor, services or
materials claimed to have been performed or furnished for or on behalf of
Tenant, Tenant shall initiate appropriate legal proceedings or otherwise cause
the same to be canceled and discharged of record by payment, bond or order of a
court of competent jurisdiction within five (5) business days after the filing
thereof. If Tenant shall fail to discharge any such lien, Landlord may, at its
option discharge the same, without inquiring into the validity thereof, and
treat the cost thereof as Additional Rent payable upon Landlord's demand
therefor.
14. REPAIRS BY LANDLORD. Landlord shall maintain and make such repairs
to the structural components of the Premises, and the roof, exterior walls,
structural floor slabs, columns, elevators, public stairways, and other common
areas and facilities of the Building (including the parking areas), as may be
necessary to keep them in clean, safe, sanitary and serviceable condition
(except if such work is to repair damage or conditions caused by Tenant). In
addition, Landlord shall repair all machinery and equipment (including plumbing)
necessary
8
to provide the services of Landlord described in Section 9, including the HVAC
system servicing the Premises (provided that Tenant shall pay the costs of any
repair to such systems or any part thereof damaged by Tenant or Tenant's
employees, agents or contractors). Landlord shall not be responsible for the
maintenance and repair of the ▇▇▇▇▇▇▇ unit in the Premises, which shall be
Tenant's sole responsibility. Tenant agrees to report immediately in writing to
Landlord any defective condition in or about the Premises known to Tenant which
Landlord is required to repair hereunder. Landlord shall provide and install
replacement tubes for Building standard light fixtures; all other bulbs, tubes
and lighting fixtures for the Premises shall be provided and installed by
Landlord at Tenant's cost and expense.
15. REPAIRS AND MAINTENANCE BY TENANT. Except as expressly provided in
Section 14, Tenant shall maintain the Premises and the fixtures therein in good
order and repair during the Term at Tenant's sole cost and expense. All injury
to the Premises or the Building and all breakage done by Tenant, or Tenant's
agents, contractors, directors, employees, invitees, licensees or officers shall
be repaired immediately by the Tenant at Tenant's sole expense. In the event
that the Tenant shall fail to make any repairs required pursuant to this Section
15, Landlord shall have the right to make such repairs and any charge or cost so
incurred by the Landlord shall be paid by Tenant upon demand. Tenant will
indemnify and hold Landlord harmless from and against any and all expenses,
liens, claims or damages to person or property which may or might arise by
reason of the making of any such alterations, installations, changes,
replacements, additions or improvements. This provision shall be construed as an
additional remedy granted to the Landlord and not in limitation of any other
rights and remedies which the Landlord has or may have in said circumstances.
16. INSURANCE; INDEMNITY.
(a) Tenant shall carry and keep in full force and effect
at all times during the Term of this Lease for the protection of Landlord and
Tenant herein, comprehensive general liability insurance for bodily injury,
death and damage to property of others, including tenants legal liability for
damage to the Premises and blanket contractual liability, with respect to all
business conducted from the Premises and the use and occupancy thereof and the
use of the common areas including the activities, operations and work conducted
or performed by the Tenant, by any other person on behalf of the Tenant, by
those for whom the Tenant is in law responsible and by any other person on the
Premises, with minimum limits of coverage of at least One Million Dollars
($1,000,000.00) for each occurrence for property damage and bodily injury with
an aggregate of Three Million Dollars ($3,000,000.00) and liability insurance
for fire damage to the Premises with minimum limits of coverage of at least Two
Hundred Fifty Thousand Dollars ($250,000.00). Notwithstanding the foregoing,
Landlord shall have the right to require Tenant to increase the minimum limits
of coverage set forth above, from time to time, to the standard limits of
coverage required in comparable buildings in the Baltimore metropolitan area.
(b) In addition, Tenant, at Tenant's sole cost and
expense, shall obtain and maintain in full force and effect throughout the Term
of this Lease, insurance policies providing for the following coverage: (i) all
risk and property insurance against fire, theft, vandalism, malicious mischief,
leakage and such additional perils as now are or hereafter may be included in a
standard extended coverage endorsement from time to time in general use in the
Baltimore metropolitan area, insuring Tenant's improvements in the Premises,
trade fixtures, furnishings, equipment and all other items of personal property
of Tenant located on or in the Premises, in an amount equal to not less than the
full replacement value thereof, and (ii) such other insurance as the Landlord
may reasonably require having regard to the risks which are customarily insured
against by prudent landlords and tenants of similarly leased premises.
(c) All insurance policies carried by Tenant pursuant to
this Section 16, and any other insurance policies carried by Tenant with respect
to the Premises, shall (i) be issued in form acceptable to Landlord by insurance
companies licensed to do business in the State of Maryland and reasonably
satisfactory to Landlord; (ii) name Landlord and its management agent as
additional named insured; (iii) be written as primary policy coverage and not
contributing with or in excess of any coverage which Landlord may carry; (iv)
provide for at least thirty (30) days
9
prior written notice to Landlord of any cancellation or material alteration of
such policy; (v) contain an express waiver of any right of subrogation by the
insurance company against Landlord and Landlord's agents; and (vi) have such
other form and content as Landlord may reasonably require.
(d) Upon execution of this Lease and thereafter not less
than thirty (30) days prior to the expiration dates of each policy providing all
or part of the insurance required pursuant to this Section 16, Tenant shall
deliver to Landlord a certified copy of the policy or policies, and renewals
thereof, evidencing Tenant's insurance coverage as required hereunder and
evidencing the payment of premiums or accompanied by other evidence satisfactory
to Landlord of such payment. In the event that Tenant shall, either upon
execution of this Lease or prior to the thirtieth (30th) day before any such
insurance coverage herein required to be obtained and maintained by Tenant, fail
to do so, then Landlord may (but shall not be obligated to) obtain such
insurance coverage and pay the premiums therefor, and the premiums so paid by
Landlord shall be payable by Tenant to Landlord, on presentation of Landlord's
invoice therefor, as Additional Rent.
(e) Tenant hereby releases Landlord and its agents and
employees from any and all liability or responsibility to Tenant or any person
claiming by, through or under Tenant, by way of subrogation or otherwise, except
to the extent of Landlord's obligation to repair pursuant to Section 14 hereof,
for the death of or injury to the Tenant or others, or for the loss of or damage
to property (including books, records, files, money, securities, negotiable
instruments, papers or other valuables) of the Tenant or others, except as a
result of Landlord's willful misconduct or gross negligence, or for any indirect
or consequential or economic loss, injury or damage of the Tenant or others
arising from or out of any occurrence or situation in, upon, at or relating to
the Property and, without limiting the generality of the foregoing, the Landlord
shall not be liable or in any way responsible for any death, injury, loss or
damage to persons or property resulting from fire, explosion, falling plaster,
escaping steam or gas, electricity, water, rain, floor, snow, ice or leaks from
any part of the Property or from the pipes, sprinklers, appliances, plumbing
works, roof, windows or subsurface of any floor or ceiling of the Property; or
caused by other tenants occupants or persons in the Premises or other premises
in the Property or the public; or caused by operations in the construction of
any private, public or quasi-public work; or against which the Tenant is
required to insure pursuant to this Lease. Tenant agrees to look to its own fire
and hazard insurance policies in the event of damage to Tenant's personal
property.
(f) Tenant agrees to defend, indemnify and save Landlord
harmless from any and all liabilities, damages, causes of action, suits, claims,
judgments, costs and expenses of any kind (including reasonable attorney's fees)
(i) relating to or arising from or in connection with any act or omission of
Tenant or Tenant's agents, contractors, employees, invitees, licensees or others
for whom Tenant is legally responsible, or (ii) relating to or arising from or
in connection with any breach of any condition, covenant or obligation of this
Lease imposed on Tenant.
17a PROPERTY AT TENANT'S RISK. All personal property in the Premises,
of whatever nature, whether owned by Tenant or any other person, shall be and
remain at Tenant's sole risk and Landlord shall not assume any liability or be
liable for any damage to or loss of such personal property, arising from the
bursting, overflowing, or leaking of the roof or of water, sewer, or steam
pipes, or from heating or plumbing fixtures or from the handling of electric
wires or fixtures or from any other cause whatsoever.
18a DAMAGE. If the Premises shall be damaged by fire or other cause,
without the fault or neglect of Tenant, its servants, employees, agents,
contractors, invitees or licensees, or other persons for whom Tenant is legally
responsible, the damage shall be repaired within a reasonable time by and at the
expense of Landlord, and the Annual Base Rent shall ▇▇▇▇▇ pro rata until such
repairs shall have been made, according to the part of the Premises which is
thereby rendered unusable by Tenant; provided, however, that (i) Landlord shall
have no obligation to repair, replace or restore Tenant's furniture, fixtures,
furnishings or other personal property and (ii) Tenant shall, with all
reasonable diligence and at Tenant's sole expense, make all other repairs and do
all other items of work which are necessary to return the Premises to the
condition
10
existing immediately prior to such damage or destruction and promptly to
complete the Premises for use and occupancy by the Tenant. Due allowance shall
be made in Landlord's repair obligation for reasonable delay which may arise by
reason of any adjustment or settlement of insurance claims by Landlord, and for
delay on account of "labor troubles" or any other cause beyond Landlord's
control. Notwithstanding the foregoing, if (i) the Premises are rendered wholly
untenantable by fire or other cause and the Landlord decides not to rebuild the
Premises, or (ii) if the Premises are damaged by fire or other casualty and such
damage cannot reasonably be repaired within ninety (90) days following such fire
or other casualty, or (iii) if the entire Building be so damaged that Landlord
shall decide to demolish it or not to rebuild it, and (iv) Landlord notifies the
Tenant in writing of the extent of such damage and such decision, in any of such
events, the Term shall terminate upon the thirtieth (30th) day after such notice
is given as if such date were the Lease Expiration Date set forth herein, and
Tenant shall vacate the Premises and surrender the same to Landlord on such
date. Landlord shall have no liability, and shall not be responsible for
consequential damages, lost profits or any damage to Tenant's personal property,
arising from any such fire or other damage or Landlord's decision to terminate
this Lease. No compensation or claim or reduction of rent will be allowed or
paid by Landlord by reason of inconvenience, annoyance, or injury to business
arising from the necessity of repairing the Premises or any portion of the
Building of which they are a part however the necessity may occur.
19a CONDEMNATION.
(a) If all of the Premises is condemned or taken in any
manner for public or quasi-public use (including for all purposes of this
Section 19, but not limited to, a conveyance or assignment in lieu of a
condemnation or taking), this Lease shall automatically terminate as of the date
that Tenant is required to surrender possession of the Premises as a result of
such condemnation or other taking. If a part of the Premises so condemned or
taken renders the remaining portion untenantable and unusable by Tenant, as
determined by Landlord in Landlord's reasonable discretion, this Lease may be
terminated by Tenant as of the date Tenant is required to surrender possession
of such portion of the Premises, by written notice to Landlord within sixty (60)
days following notice to Tenant of the date on which Tenant is required to
surrender possession of such portion of the Premises. If a portion of the
Building is condemned or taken so as to require, in the opinion of Landlord, a
substantial alteration or reconstruction of the remaining portions thereof, this
Lease may be terminated by Landlord, as of the date Landlord is required to
surrender possession as a result of such condemnation or taking, by written
notice to Tenant within sixty (60) days following notice to Landlord as of the
date on which possession of the Building (or such part thereof) must be
surrendered.
(b) Landlord shall be entitled to the entire award in any
condemnation proceeding or other proceeding for taking for public or
quasi-public use, including, without limitation, any award made for the value of
the leasehold estate created by this Lease. No award for any partial or entire
taking shall be apportioned, and Tenant hereby assigns to Landlord any award
that may be made in such condemnation or other taking, together with any and all
rights of Tenant now or hereafter arising in or to same or any part thereof;
provided, however, that nothing contained herein shall be deemed to give
Landlord any interest in or to require Tenant to assign to Landlord any separate
award made to Tenant specifically for its relocation expenses, the taking of
personal property and fixtures belonging to Tenant, or the interruption of or
damage to Tenant's business, provided that such award shall not diminish the
award to which Landlord is otherwise entitled.
(c) In the event of a partial condemnation or other
taking that does not result in a termination of this Lease as to the entire
Premises, the Annual Base Rent shall be reduced in the proportion that the
square footage of the portion of the Premises taken by such condemnation or
other taking bears to the square footage contained in the Premises immediately
prior to such condemnation or other taking. In the event that this Lease shall
be terminated pursuant to this Section 19, the Annual Base Rent shall be
adjusted through the date that Tenant is required to surrender possession of the
Premises.
11
(d) If all or any portion of the Premises is condemned or
otherwise taken for public or quasi-public use for a limited period of time,
this Lease shall remain in full force and effect and Tenant shall continue to
perform all of the terms, conditions and covenants of this Lease; provided,
however, that (i) during such limited period, the Annual Base Rent shall be
reduced in the proportion that the square footage contained in the Premises
immediately prior to such condemnation or other talking, and (ii) Landlord shall
be entitled to whatever compensation may be payable from the requisitioning
authority for the use and occupation of the Premises for the period involved.
20a LAWS AND ORDINANCES. The Tenant shall, at its sole expense,
promptly observe and comply with all statutes, laws, ordinances, rules,
regulations, orders and requirements of all governmental, quasi-governmental or
regulatory authorities including, without limitation, police, fire, health or
environmental authorities or agencies, applicable Insurance Rating Bureau, and
of any liability or fire insurance company by which the Landlord or the Tenant
may be insured at any time during the Term, which are applicable to the Tenant,
the condition, maintenance or operation of the Premises or the leasehold
improvements therein or any part thereof, the occupation or use of the Premises
or the conduct of any business in, at, upon or from the Premises, or which are
applicable to or require the making of repairs, replacements, installations,
alterations, additions, changes or improvements to the Premises or the leasehold
improvements therein; subject, however, to the other provisions of this Lease
requiring the Landlord's prior approval of leasehold improvements.
21a RULES AND REGULATIONS. Tenant shall at all times, and shall cause
everyone for whom the Tenant is in law responsible or over whom the Tenant might
reasonably be expected to have control (including, but not limited to, Tenant's
employees) to, comply with the rules and regulations promulgated by Landlord.
Landlord's current rules and regulations are set forth on the attached Exhibit
E. Tenant shall also comply with any measures the Landlord may from time to time
introduce to conserve or to reduce consumption of energy.
22a SURRENDER; HOLDOVER.
(a) Upon the expiration or sooner termination of the Term
of this Lease, Tenant shall quit and surrender to Landlord the Premises and all
keys, locks and other fixtures connected therewith (except only office furniture
and business equipment) in good order and condition, as the same is now or shall
be on the Lease Commencement Date, ordinary wear and tear excepted, and shall
inform Landlord of all combinations of locks, safes and vaults, if any, in the
Premises. Subject to the provisions of Sections 13 and 27 hereof, Tenant, at
Tenant's sole expense, shall promptly remove all personal property of Tenant,
repair all damage to the Premises caused by such removal and restore the
Premises to the condition which existed prior to the installation of the
property so removed. Any personal property of Tenant not removed within ten (10)
days following the expiration or earlier termination of the Lease shall be
deemed to have been abandoned by Tenant and to have become the property of
Landlord, and may be retained or disposed of by Landlord, as Landlord shall
desire, in accordance with applicable law.
(b) If Tenant shall not immediately surrender the
Premises on the Lease Expiration Date, then Tenant shall, by virtue of this
Lease, become a month-to-month tenant at twice the Rent in effect prior to the
expiration of the Term, commencing said monthly tenancy with the first day after
the Lease Expiration Date; and Tenant, as a monthly Tenant, shall be subject to
all of the other terms, conditions and covenants of this Lease as though the
same had originally been a monthly tenancy. In such event, each party hereto
shall give to the other at least thirty (30) days' written notice to quit the
Premises, except in the event of non-payment of Rent when due, or of the breach
of any other covenant by the said Tenant, in which event TENANT SHALL NOT BE
ENTITLED TO ANY NOTICE TO QUIT, THE USUAL THIRTY (30) DAYS' NOTICE TO QUIT BEING
HEREBY EXPRESSLY WAIVED. In the event that Tenant shall hold over after the
Lease Expiration Date and Landlord shall desire to regain possession of the
Premises promptly following the Lease Expiration Date, then Landlord may, at
Landlord's election, re-enter and take possession of the Premises forthwith, by
any legal action or process in force in the State of Maryland, TENANT HEREBY
WAIVING ANY NOTICE TO QUIT; provided, however, that (i) Tenant shall pay
Landlord a fair rental value (but not as rent)
12
equal to two (2) times the Monthly Base Rent plus all Additional Rent payable
for the last month of the Term, for each month or portion thereof that Tenant
remains in possession following the Lease Expiration Date, and (ii) Tenant shall
indemnify Landlord against any and all claims, losses and liabilities for
damages resulting from failure to surrender possession, including, without
limitation, any claims made by any succeeding tenant.
23a EVENTS OF DEFAULT. The occurrence of any of the following shall be
deemed to be an "Event of Default" under this Lease:
(a) if Tenant shall default in the payment, when due, of
any installment of Rent to be paid by Tenant hereunder (all of which monetary
obligations of Tenant shall bear interest at the rate of fifteen percent (15%)
per annum (but in no event greater than the highest non-usurious rate permitted
under the laws of the State of Maryland) from the due date until paid in full,
and such interest shall constitute Additional Rent hereunder due and payable
with the installment of Monthly Base Rent next due);
(b) if Tenant shall default in performing any of the
covenants, terms or provisions of this Lease (other than the payment, when due,
of any of Tenant's monetary obligations hereunder, or the surrender of the
Premises upon the expiration of the Term), or any of the Rules and Regulations
now or hereafter established by Landlord to govern the operation of the
Building, and Tenant fails to cure such default within fifteen (15) days after
written notice thereof from Landlord;
(c) if Tenant shall abandon the Premises or vacate the
Premises for more than ten (10) days;
(d) if any steps are taken or any action or proceedings
are instituted by the Tenant or by any other party including, without
limitation, any court or governmental body of competent jurisdiction for the
dissolution, winding up or liquidation of the Tenant or the assets thereof;
(e) if Tenant shall become insolvent, make an assignment
for the benefit of creditors, or file, be the subject of, or acquiesce in a
petition filed in any court in the nature of a bankruptcy, reorganization,
composition, extension, arrangement or insolvency proceeding (unless, in the
case of a petition filed against Tenant, the same is dismissed within sixty (60)
days);
(f) if any seizure, execution, attachment or similar
process is issued against Tenant or Tenant's assets or any encumbrancer takes
any action or proceeding whereby any of the improvements, fixtures, furniture,
equipment or inventory in or relating to the Premises or any portion thereof or
the interest of the Tenant therein or in this Lease or any business conducted in
or from the Premises shall be taken or attempted to be taken;
(g) if a receiver, manager, custodian or any party having
similar powers is appointed for all or a portion of the property or business of
the Tenant, or any assignee, subtenant, concessionaire, licensee or occupant of
the Premises;
(h) if Tenant makes a sale of all or substantially all of its
assets;
(i) if any insurance policy on the Property or any part
thereof is canceled or is threatened by the insurer to be canceled, or the
coverage thereunder reduced in any way by the insurer and the Tenant has failed
to remedy the condition giving rise to such cancellation, threatened
cancellation or reduction of coverage within five (5) days after notice thereof
from the Landlord;
(j) if the Tenant purports to make a Transfer other than in
compliance with the provisions of this Lease; or
13
(k) the occurrence of any event which, pursuant to the other
terms of this Lease entitles Landlord to re-enter the Premises of terminate this
Lease.
24a LANDLORD'S REMEDIES UPON DEFAULT. Upon the occurrence of any Event
of Default, Landlord, at its option may pursue any one or more of the following
remedies without any notice or demand whatsoever:
(a) Landlord, at its option, may at once, or any time
thereafter terminate this Lease by written notice to Tenant, whereupon this
Lease shall end concurrently with the receipt by Tenant of such notice, TENANT
HEREBY EXPRESSLY WAIVING ANY NOTICE TO QUIT PROVIDED BY CURRENT OR FUTURE LAW.
Upon such termination by Landlord, Tenant will at once surrender possession of
the Premises to Landlord and remove all of Tenant's effects therefrom, and
Landlord may re-enter the Premises and repossess it, and remove all persons and
effects therefrom, without being guilty of trespass, forcible entry, detainer or
other tort. Notwithstanding any termination of this Lease pursuant to this
Section 24(a), Tenant shall remain liable for the Rent as hereinafter provided.
(b) Landlord may, without terminating this Lease, enter
upon and take possession of the Premises and expel or remove Tenant and any
other person who may be occupying the Premises or any part thereof, without
being liable for prosecution or any claim for damages therefor, and, if Landlord
so elects, make such alterations and repairs, as, in Landlord's sole judgment,
may be necessary to relet the Premises, and relet such space or any part
thereof, on Tenant's behalf, for such rent and for such period of time and
subject to such terms and conditions as Landlord may deem advisable and receive
the rent therefor. Upon each such reletting, all rent received by Landlord from
such reletting shall be applied first to the payment of any loss or expense of
such reletting, including brokerage fees, reasonable attorneys' fees and the
cost of such alterations and repairs; second, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord, including interest
thereon; third, to the payment of Rent due and unpaid hereunder, together with
interest thereon as herein provided; and the residue, if any, shall be held by
Landlord and applied in payment of future Rent as the same may become due and
payable hereunder. Tenant agrees to pay to Landlord, on demand, any deficiency
that may arise by reason of such reletting. Notwithstanding any such reletting
without termination, Landlord may at any time thereafter elect to terminate this
Lease for such prior default. Landlord shall in no event be liable in any way
whatsoever for its failure or refusal to relet the Premises or any part thereof,
or, in the event that the Premises are relet, for its failure to collect the
rent under such reletting, and no such refusal or failure to relet or failure to
collect rent shall release or affect Tenant's liability for damages or otherwise
under this Lease. No re-entry by Landlord, and no acceptance by Landlord of keys
from Tenant, shall be considered an acceptance of a surrender of this Lease.
(c) In the event Landlord terminates this Lease in
accordance with the provisions of this Section 24, Landlord may, in addition to
any other remedy it may have, recover from Tenant all damages and reasonable
expenses Landlord may suffer or incur by reason of Tenant's default hereunder,
including, without limitation, the cost of recovering the Premises, reasonable
attorneys' fees and either (i) the worth at the time of such termination of the
excess if any, of the amount of Rent and charges equivalent to the Rent reserved
in this Lease for the remainder of the stated term over the then reasonable
rental value of the Premises for the remainder of the stated term, or (ii) the
excess of the Rent reserved hereunder above the amount of rent collected upon
reletting the Premises, all of which sums shall become immediately due and
payable by Tenant to Landlord upon demand.
(d) Landlord may, but shall not be obligated to, cure,
without notice (unless expressly provided herein to the contrary), any
default(s) by Tenant under this Lease, and Tenant shall pay to Landlord, as
Additional Rent, upon presentation of Landlord's invoice therefor, all costs and
expenses incurred by Landlord in curing such default(s), including, without
limitation, court costs and attorneys' fees and disbursements in connection
therewith, together with interest on the amount of costs and expenses so
incurred at the rate specified in Section 24(a) hereof; provided, that Landlord
shall not be liable to Tenant for any loss, injury or damage caused by acts of
the Landlord in remedying or attempting to remedy any such default. Tenant
shall, in
14
addition, pay to Landlord upon presentation of Landlord's invoice therefor, such
expenses (regardless of whether or not suit is filed) as Landlord may incur
(including, without limitation, court costs and attorneys' fees and
disbursements) in enforcing the performance of any obligation of Tenant under
this Lease.
(e) For each payment of Rent (or portion thereof) which
is not paid within five (5) business days after the due date thereof, Tenant
shall pay a late charge equal to the greater of (i) $100.00 or (ii) five percent
(5%) of such installment of Rent (or portion thereof). It is hereby acknowledged
by Landlord and Tenant that this charge represents the parties' reasonable
estimate as of the date hereof of the extra expenses that Landlord will incur in
processing delinquent payments of Rent, the exact amount of such charges being
difficult to ascertain, and such late charge shall not be considered interest.
Payment of the foregoing late charge shall not be deemed to excuse the untimely
payment of Rent by Tenant.
(f) Tenant hereby appoints the person in charge of the
Premises at the time as its agent to receive service of all dispossessory or
restraint proceedings and notices thereunder and under this Lease, and if no
person is then in charge of the Premises, such service or notice may be made by
attaching the same to the main entrance of the Premises, provided that a copy of
any such proceedings or notices shall be mailed to Tenant in the manner set
forth in Section 35 hereof.
(g) Any suit brought to collect the amount of any
deficiency in Rent for any month shall not prejudice in any way the rights of
Landlord to collect the deficiency for any subsequent month by a similar
proceeding. Landlord may, in Landlord's sole discretion, choose to defer
collection of such amounts until the date upon which the Term expires or would
have expired but for such sooner termination, and Tenant hereby agrees that in
such event Landlord's cause of action shall be deemed to have accrued as of the
date upon which the Term expires or would have expired but for such sooner
termination, as the case may be.
25a REMEDIES CUMULATIVE; NO WAIVER. All rights and remedies given
herein and/or by law or in equity to Landlord are separate, distinct and
cumulative, and no one of them, whether exercised by Landlord or not, shall be
deemed to be in exclusion of any others. In the event of any breach or
threatened breach by Tenant or any of the covenants or provisions of this Lease,
Landlord shall, without limitation, have the right of injunction. No pursuit of
any remedy by Landlord shall constitute a forfeiture or waiver of any Rent due
to Landlord hereunder or of any damages accruing to Landlord by reason of
Tenant's violation of any of the covenants and provisions of this Lease. No
failure of Landlord to exercise any power given Landlord hereunder, or to insist
upon strict compliance by Tenant with its obligations hereunder, and no custom
of practice of the parties at variance with the terms hereof shall constitute a
waiver of Landlord's right to demand exact compliance with the terms hereof,
unless such waiver shall be given in writing and signed by Landlord.
26a SECURITY DEPOSIT. [Intentionally Omitted.]
27a LIEN ON PERSONAL PROPERTY. In consideration of the mutual benefits
arising under this Lease, Tenant hereby grants to Landlord a security interest,
to secure payment of all sums due under this Lease, upon all goods, wares,
equipment, fixtures, furniture and other personal property of Tenant (exclusive
of accounts receivable and personal property of Tenant's employees) situate in
or upon the Premises, together with the proceeds from the sale or lease thereof.
Such property shall not be removed without the prior written consent of Landlord
(which consent may be withheld or conditioned in Landlord's sole discretion)
until all arrearages in sums payable to Landlord hereunder have been paid and
discharged. Upon the occurrence of any Event of Default, Landlord may, in
addition to any other remedies provided herein or by law, enter the Premises and
take possession of any and all goods, wares, equipment, fixtures, furniture and
other personal property of Tenant situated on the Premises without liability for
trespass or conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant reasonable notice
of the time and place of any such sale. Unless otherwise required by law, notice
to Tenant of such sale shall be deemed sufficient if given in the manner
prescribed in this Lease at least ten (10) days before the time of sale. Any
public sale made under this Section 27 shall be deemed to have been conducted in
a commercially
15
reasonable manner if held in the Premises or the Building, after the time, place
and method of sale and a general description of the type or types of property to
be sold have been advertised in a daily newspaper published in Baltimore County
for five (5) consecutive days before the date of sale. Landlord or its assigns
may purchase such personal property at a public sale and, unless prohibited by
law, at a private sale. The proceeds from any disposition pursuant to this
Section 27, less any and all expenses connected with the taking of possession,
holding and selling of the property (including reasonable attorneys' fees and
legal expenses), shall be applied as a credit against the indebtedness secured
by the security interest granted herein. Any surplus shall be paid to Tenant or
as otherwise required by law. Tenant shall pay any deficiencies upon demand. Any
statutory lien for rent provided by the laws of the State of Maryland is
expressly reserved, with the security interest granted herein being in addition
and supplementary thereto.
28a ASSIGNMENT; SUBLETTING.
(a) Tenant will not assign, transfer, mortgage, pledge or
otherwise encumber this Lease, or sublet or permit the occupancy or use by any
third party (including, without limitation, any licensee, concessionaire or
franchisee), of the Premises or any part thereof, whether effectuated by
operation of law or by transfer of any interest in Tenant or otherwise, (each of
the foregoing hereinafter referred to as a "Transfer"), without the prior
written consent of Landlord, which consent may be withheld in Landlord's sole
and absolute subjective discretion. Any request for consent of the Landlord to
any Transfer shall be in writing accompanied by full particulars of the proposed
Transfer with copies of all documents relating thereto, full particulars of the
identity, responsibility, reputation, financial standing and business of the
Transferee (as hereinafter defined) together with all further information
relating to the proposed Transfer which is relevant. In addition, the Tenant
shall promptly furnish such further information which the Landlord may request.
(b) If Tenant is a corporation, any dissolution, merger,
consolidation or other reorganization of Tenant, or the sale, the issuance or
transfer of any voting capital stock of Tenant or of any corporate entity which
directly or indirectly controls Tenant which shall result in a change in the
voting control of Tenant or the corporate entity which controls Tenant shall be
deemed to be a Transfer of this Lease within the meaning of this Section 28. If
Tenant is a partnership or an unincorporated association, the withdrawal or
change, whether voluntary, involuntary or by operation of law, of partners
owning a controlling interest in the Tenant, or the sale, issuance or transfer
of a majority interest therein, or the transfer of a majority interest in or a
change in the voting control of any partnership or unincorporated association or
corporation which directly or indirectly controls Tenant, or the transfer of any
portion or all of any general partnership or managing partnership interest,
shall be deemed to be a Transfer of this Lease within the meaning of this
Section 28. The Tenant shall make available to the Landlord, or its
representatives, all books and records of the Tenant for inspection at all
reasonable times to ascertain to the extent possible whether there has been any
such change of control.
(c) Any attempted Transfer without Landlord's consent
shall be null and void and shall confer no rights upon the purported assignee,
transferee, mortgagee or sublessee (each of the foregoing hereinafter referred
to as a "Transferee"). Neither the consent by Landlord to any Transfer, nor the
collection or acceptance of rent from any Transferee, shall constitute a waiver
or release of Tenant from any covenant or obligation contained in this Lease or
Tenant's liability under any such covenant or obligation, nor shall any such
Transfer be construed to relieve Tenant from obtaining the consent in writing of
Landlord to any further Transfer. In the event Landlord consents to a Transfer,
(i) Tenant shall enter into and effect such Transfer only upon terms consistent
with the request for consent, the information furnished in connection with such
request, and any conditions to its consent imposed by the Landlord, (ii) the
Tenant shall enter into and cause the Transferee to enter into, at least five
(5) business days prior to the proposed effective date of such Transfer, all
agreements prepared by the Landlord or its attorneys as may be appropriate to
implement any change to this Lease required by such Transfer and to satisfy any
of the conditions to its consent imposed by the Landlord, (iii) Tenant shall pay
to Landlord a fee to cover accounting costs, plus any reasonable legal fees
incurred by Landlord as a result of the Transfer, and (iv) Tenant shall pay to
Landlord any profits derived from the
16
Transfer. Tenant hereby assigns to Landlord the rent due from each Transferee
and hereby authorizes each such Transferee to pay said rent directly to
Landlord.
(d) Tenant shall have the right, without the consent of
Landlord, to assign this Lease to any "Affiliate" of Tenant, provided the
financial condition, net worth and credit worthiness of the proposed assignee is
equal to or better than Tenant's financial condition, reputation and net worth,
as it exists on the date of this Lease and such Affiliate is of comparable
quality with comparable use of Premises as other tenants of the Building, does
not adversely affect the Building, and expressly assumes in writing, prior to
the effective date of such assignment, all obligations of Tenant hereunder. The
term "Affiliate" shall mean (i) any entity which controls Tenant or is
controlled by Tenant or is under common control with Tenant, (ii) any person or
entity to whom all or substantially all of the assets of Tenant are conveyed, or
(iii) any successor to Tenant by merger, consolidation or other operation of
law. Tenant shall give Landlord written notice of any such proposed assignment
or subletting at least thirty (30) days prior to the proposed effective date of
such assignment.
29a SUBORDINATION.
(a) This Lease shall be subject and subordinated at all
times to all ground or underlying leases which may hereafter be executed
affecting the Property, and the lien of all mortgages and deeds of trust now or
hereafter placed on or against the Property, on or against Landlord's interest
or estate therein, and on or against all such ground or underlying leases, all
without the necessity of having further instruments executed on the part of
Tenant to effectuate such subordination; provided, however, Tenant shall, within
five (5) business days of Landlord's request therefor, execute and deliver any
documents or instruments that may be required by any lender or ground lessor to
effectuate any subordination.
(b) Notwithstanding the foregoing, any beneficiary under
any mortgage or deed of trust may at any time subordinate its deed of trust to
this Lease in whole or in part, without any need to obtain Tenant's consent, by
execution of a written document subordinating such deed of trust to the Lease to
the extent set forth in such document and thereupon the Lease shall be deemed
prior to such deed of trust to the extent set forth in such document without
regard to their respective dates of execution, delivery and/or recording. In
that event, to the extent set forth in such document, such deed of trust shall
have the same rights with respect to this Lease as would have existed if this
Lease had been executed, and a memorandum thereof, recorded prior to the
execution, delivery and recording of the deed of trust.
(c) Landlord shall, upon receipt of a written request
therefor from Tenant, use commercially reasonable diligence to obtain an
agreement from Landlord's first mortgagee to the effect that so long as this
Lease is fully executed and in full force and effect, Tenant shall have paid the
Rent when due, shall have complied with all the other terms, conditions,
obligations and covenants contained in this Lease, and attorns to the first
mortgagee, Tenant shall be permitted by the first mortgagee to remain in quiet
possession of the Premises without interruption or disturbance from the first
mortgagee, or, at the option of the mortgagee, the Tenant shall enter into a new
lease for the unexpired portion of the Term on the same terms and conditions as
contained in this Lease. The Tenant shall promptly execute such documents as may
be required by the Landlord or the first mortgagee to give effect to the
foregoing and shall pay on demand the Landlord's reasonable legal fees and
expenses relating thereto.
30a MORTGAGEE PROTECTION. Tenant agrees to give any mortgagees or trust
deed holders, by registered mail, a copy of any notice of default served upon
Landlord, provided that prior to such notice Tenant has been notified, in
writing of the address of such mortgagees or trust deed holders. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then the mortgagees or trust deed holders shall have
an additional ninety (90) days within which to cure such default or if such
default cannot be cured within that ninety (90) days, any such mortgagee or
trust deed holder has commenced and is diligently pursuing the remedies
necessary to cure such default (including but not limited to commencement of
foreclosure proceedings, if necessary to effect such cure), in which event this
Lease shall not be terminated so long as such remedies are being so diligently
pursued.
17
31a MODIFICATIONS DUE TO FINANCING. If, in connection with obtaining
temporary or permanent financing for the Building or the Property, any lender
shall request reasonable modification(s) to this Lease as a condition to such
financing, Tenant agrees that Tenant will not unreasonably withhold, delay or
defer the execution of an amendment to this Lease to effect such
modification(s), provided such modification(s) do not increase the financial
obligations of Tenant hereunder or materially and adversely affect (i) the
interest hereby created or (ii) Tenant's reasonable use and enjoyment of the
Premises.
32a ESTOPPEL CERTIFICATES. Tenant agrees, at any time and from time to
time upon written request from Landlord, to execute, acknowledge and deliver to
Landlord or to such person(s) as may be designated by Landlord, within five (5)
business days' following demand therefor, a statement in writing (i) certifying
that Tenant is in possession of the Premises, has unconditionally accepted the
same and is currently paying the rents reserved hereunder (or, if Tenant has
conditionally accepted possession of the Premises, or is not currently paying
rent, stating the reasons therefor), (ii) certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the
modifications), (iii) stating the dates to which the Rent and other charges
hereunder have been paid by Tenant, (iv) stating whether or not, to the best of
Tenant's knowledge, Landlord is in default in the performance of any covenant,
agreement or condition contained in this Lease (or of any event which will, upon
the passage of time, constitute a default), and, if so, specifying each such
default in detail, (v) that Tenant has no knowledge of any event having occurred
that authorized (or which, but for the passage of time will allow) the
termination of this Lease by Tenant (or if Tenant has such knowledge, specifying
the same in detail), and (vi) such other information as Landlord or such other
person may reasonably request. Any such statement, delivered pursuant hereto may
be relied upon by any owner, prospective purchaser, mortgagee or prospective
mortgagee of the Building or the Property or Landlord's interest therein.
33a FINANCIAL STATEMENTS. Tenant, upon written request by Landlord,
will provide Landlord (not Landlord's management agent) with a copy of its
current financial statements, consisting of a balance sheet, an earnings
statement, statement of changes in financial position, statement of changes in
Tenant's equity, and related footnotes, prepared in accordance with generally
accepted accounting principles. Such financial statements must be either
certified by a certified public accountant or sworn to as to their accuracy by
Tenant's most senior official and its chief financial officer. The financial
statements provided must be as of a date not more than twelve (12) months prior
to the date of request. The terms of the confidentiality agreement entered into
by Landlord prior to entering into negotiations for this Lease shall apply to
any financial statements delivered pursuant to this Section 33.
34a UNAVOIDABLE DELAY. In the event Landlord is in any way delayed,
interrupted or prevented from performing any of its obligations under this
Lease, and such delay, interruption or prevention is due to fire, act of God,
governmental act or failure to act, strike, labor dispute, inability to procure
materials, or any other cause beyond Landlord's reasonable control (whether
similar or dissimilar), then the time for performance of the affected
obligation(s) shall be excused for the period of the delay and extended for a
period equivalent to the period of such delay, interruption or prevention.
35a NOTICES. Each notice given pursuant to this Lease shall be given in
writing and shall be (i) delivered in person, (ii) sent by nationally recognized
overnight courier service, or (iii) sent by certified mail, return receipt
requested, first class postage prepaid, to Landlord or Tenant, as the case may
be, at their respective notice addresses as set forth below, or at any such
other address that may be given by one party to the other by notice pursuant to
this Section 35. Such notices, if given as prescribed in this Section 35, shall
be deemed to have been given (a) at the time of delivery if delivery is made in
person, (b) on the next business day if deposited with a nationally recognized
overnight courier service in time for next day delivery, or (c) on the third
business day following the date of mailing if mailed. During any interruption or
threatened interruption of substantial delay in postal services, all notices
shall be delivered personally or by nationally recognized overnight courier
service.
18
If to Landlord:
BRIT LIMITED PARTNERSHIP
▇/▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Tenant:
Prior to the Commencement Date
OXFORD CAPITAL CORPORATION
Suite L-260
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
After the Commencement Date, at the Premises.
36a BROKERS. Landlord and Tenant each represent and warrant one to
another that neither of them has employed any broker, agent or finder in
carrying on the negotiations relating to this Lease other than ▇▇▇▇▇▇
Corporate Real Estate Services and Crystal Hill, which shall be paid in
accordance with a separate agreement. Landlord shall indemnify and hold
Tenant harmless, and Tenant shall indemnify and hold Landlord harmless, from
and against any claim or claims for broker or other commission arising from
or out of any breach of the foregoing representation and warranty by the
respective indemnitors.
37a ATTORNEYS' FEES. In the event Tenant defaults in the performance
of any of the terms, covenants, agreements or conditions contained in this
Lease, and Landlord places the enforcement of all or any part of this Lease,
the collection of any rent due or to become due, or recovery of the
possession of the Premises, in the hands of an attorney, Tenant agrees to pay
Landlord's reasonable attorneys' fees whether suit is actually filed or not.
38a WAIVER OF JURY TRIAL; COUNTERCLAIMS. LANDLORD AND TENANT EACH
HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, ACTION, PROCEEDING OR
COUNTERCLAIM BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUT OF
OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT AND/OR TENANT'S USE OR OCCUPANCY OF THE PREMISES. TENANT SHALL NOT
IMPOSE ANY COUNTERCLAIM OR COUNTERCLAIMS IN A SUMMARY PROCEEDING OR OTHER
ACTION BASED ON TERMINATION OR HOLDOVER. THIS WAIVER IS KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY TENANT AND TENANT ACKNOWLEDGES THAT
NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF LANDLORD HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY
TO MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS
BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE
SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY
AND ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND
RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF THE SAME HAS
EXECUTED THIS LEASE.
19
39a ASSIGNS AND SUCCESSORS; LIMITATION ON LIABILITY.
(a) This Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that the
original Landlord named herein and each successive owner of the Premises shall
be liable only for obligations accruing during the period of its ownership;
provided that nothing in this Section 39 shall be deemed to permit any Transfer
in violation of Section 28 hereof. Whenever Landlord conveys its interest in
the Building, Landlord shall be automatically released from the further
performance of covenants on the part of Landlord herein contained, and from any
and all further liability, obligations, costs and expenses, demands, causes of
action, claims or judgments arising from or growing out of, or connected with
this Lease after the effective date of said release. The effective date of said
release shall be the date the assignee of Landlord executes an assumption to
such an assignment whereby the assignee expressly agrees to assume all of
Landlord's obligations, duties, responsibilities and liabilities with respect to
this Lease. If requested, Tenant shall execute a form release and such other
documentation as may be required to further effect the foregoing provision.
(b) The liability of Landlord for Landlord's obligations under this Lease
shall not exceed and shall be limited to Landlord's interest in the Building and
Tenant shall not look to any other property or asset of Landlord, its partners
or its agents or representatives in seeking either to enforce Landlord's
obligations under this Lease or to satisfy a judgment for Landlord's failure to
perform such obligations. No other properties or assets of Landlord, and no
properties or assets of Landlord's agents or representatives shall be subject to
levy, execution or other enforcement procedures for the satisfaction of any
judgment (or other judicial process) or for the satisfaction of any other remedy
of Tenant arising out of or in connection with this Lease, the relationship of
Landlord and Tenant or Tenant's use of the Premises, and if Tenant shall acquire
a lien on or interest in any other properties or assets by judgment or
otherwise, Tenant shall promptly release such lien on or interest in such other
properties and assets by executing, acknowledging and delivering to Landlord an
instrument to that effect prepared by Landlord's attorneys.
(c) The liability to pay Rent and perform all other obligations under this
Lease of each individual, corporation, partnership or business association
signing this Lease as Tenant, and of each member of any such partnership or
business association, the members of which are subject to personal liability,
shall be deemed to be joint and several.
40a SUBSTITUTED PREMISES. [Intentionally Omitted.]
41a LANDLORD'S CONSENT OR APPROVAL. With respect to any provision of
this Lease which provides that Tenant shall obtain Landlord's consent or
approval, Landlord may withhold or condition such consent or approval for any
reason in its sole and absolute discretion, unless the provision specifically
states otherwise.
42a HEADINGS; INTERPRETATION.
(a) The captions and section numbers appearing in this Lease are inserted
only as a matter of convenience and reference, and in no way shall be held to
explain, modify, amplify, define, limit, construe, or describe the scope or
intent of such Sections of this Lease nor in any way add to the interpretation,
construction or meaning of any provision or otherwise affect this Lease.
(b) Each obligation of any party hereto expressed in this Lease, even
though not expressed as a covenant, is considered to be a covenant for all
purposes.
43a SEVERABILITY. If any term, covenant or condition of this Lease or
the application thereof to any person or circumstance shall to any extent be
held invalid or unenforceable, the remainder of this Lease or the application
of such term, covenant or condition to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall
20
not be affected thereby and each term, covenant and condition of this Lease
shall be valid and enforced to the fullest extent permitted by law.
44a APPLICABLE LAW. This Lease shall be construed under the laws of
the State of Maryland, without regard to the conflict of laws principles
thereof.
45a RECORDING. Neither this Lease nor any memorandum nor short form
hereof shall be recorded in the land or other records of Baltimore County
without the prior written consent of Landlord (which may be withheld in
Landlord's sole discretion). Tenant shall bear all taxes and fees in
connection with any permitted recordation.
46a TIME IS OF THE ESSENCE. Time is of the essence in this Lease and
of all provisions hereof, except as expressly set forth to the contrary
herein.
47a SURVIVAL OF OBLIGATIONS. All of Tenant's duties and obligations
provided for herein, including any and all indemnifications of Landlord and
the Property, to the extent that the same shall not be fulfilled during the
Term hereof, and Landlord's rights and remedies in respect of such
unfulfilled duties and obligations, shall survive and remain in full force
and effect notwithstanding the expiration or sooner termination of the Term
of this Lease.
48a EXECUTION OF DOCUMENTS. The Tenant irrevocably constitutes the
Landlord, the agent and attorney of the Tenant for the purpose of executing
any agreement, certificate, attornment or subordination required by this
Lease if Tenant fails to execute any such document within five (5) business
days after the receipt of a request in respect thereof.
49a PARKING.
(a) Provided that Tenant shall not be in default hereunder, Landlord shall
make available to Tenant, its employees and guests, at no charge to Tenant,
fifty-four (54) unassigned parking spaces (i.e. based on a ratio of 3.2 spaces
per thousand rentable square feet of the Premises). Parking will be in those
areas (the "Parking Areas") as Landlord or its operator may from time to time
designate. Tenant shall not use, or permit its invitees to use, any number of
parking spaces in excess of the number allocated as provided above. Tenant and
its invitees shall comply with the regulations promulgated by Landlord from time
to time relating to parking. Landlord shall not be required to reserve or
police the use of the parking areas; provided that Landlord may, at its option,
limit access to the parking areas, by mechanical gates or otherwise, to ensure
that only authorized users are admitted to the parking areas. Tenant and its
employees shall not park in any spaces designated for use by the handicapped, by
visitors only or as reserved. As part of and not in addition to Tenant's
parking rights, Landlord shall provide Tenant with one (1) reserved parking
space in a location designated by Landlord towards the entrance of the Building.
(b) The use of the Parking Areas shall be at the sole risk of Tenant and
the users of the parking permits provided hereunder, and Tenant hereby releases
Landlord and its agents and employees from any and all liability or
responsibility to Tenant or any user of a parking permit provided hereunder for
any death, injury, loss or damage to persons or property occurring during the
use of the Parking Areas.
50a ENTIRE AGREEMENT. This Lease consists of this writing and is
intended by the parties as the final expression of their agreement and as a
complete and exclusive statement of the terms thereof, all prior
negotiations, discussions, representations, warranties, agreements and
inducements between the parties having been incorporated herein. No course
of prior dealing between the parties or their affiliates shall be relevant or
admissible to supplement, explain or vary any of the terms of this Lease.
This Lease can only be modified by a writing signed by all of the parties
hereto or their duly authorized agents.
51a EXISTING LEASE REIMBURSEMENT. Provided Tenant is not in default
under this Lease, Landlord shall reimburse Tenant for a portion of Tenant's
monthly base rental expense payable under Tenant's current lease dated August
3, 1992 between Crystal Hill/Rivers
21
Limited Partnership, as landlord, and Tenant, as tenant, for the premises
located at Suite L-260, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Existing Lease"), for the period commencing on the Lease Commencement through
December 31, 1996 (the "Reimbursement Period"), in accordance with the following
terms:
(a) Landlord's reimbursement obligation shall not exceed $10,000 for any
month, prorated for any partial month (the "Maximum Reimbursement Amount").
(b) Each request for reimbursement shall be accompanied by evidence
satisfactory to Landlord that the amount requested has been paid by Tenant for
Tenant's monthly base rental payment under the Existing Lease. Landlord's
payment shall be due within ten (10) days of Tenant's request.
(c) Tenant shall use its best efforts to mitigate its obligations under
the Existing Lease through either a sublease, assignment or other means. In
connection therewith, Tenant shall use its best efforts to market Tenant's
existing space.
(d) The Maximum Reimbursement Amount for any month shall be reduced by any
sublease rental or other consideration received by Tenant for its existing
premises for such month.
52a OPTION TO RENEW. Tenant shall have one (1) option to renew this
Lease for one additional five (5) year period (the "Renewal Term") provided
that (i) written notice (an "Exercise Notice") of the exercise of Tenant's
option to renew is given by Tenant to Landlord not less than nine (9) months
prior to the end of the Term, (ii) Tenant is not, as of the date of its
Exercise Notice or thereafter, in default hereunder, (iii) Tenant is
occupying the Premises, and (iv) Tenant has not sublet or assigned its
interest in the Premises. The Renewal Term, if the option is properly
exercised, shall extend the Term on the same terms and conditions contained
herein except (i) the Annual Base Rent for the Renewal Term shall be at of
the prevailing market rate for comparable space in comparable buildings in
the Woodlawn/▇▇▇▇▇▇▇▇▇▇ Westside area, (ii) the Increase shall be determined
under the provision of Section 4, and (iii) following the Renewal Term there
shall be no further Renewal Terms. If Landlord and Tenant are unable to agree
on the prevailing market rate at least six (6) months prior to the Lease
Expiration Date then the renewal option shall be deemed rescinded and the
Lease shall terminate on the scheduled Lease Expiration Date. If Tenant
shall fail to exercise its renewal option in a timely manner, Tenant shall
have no further option to renew this Lease.
IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal
on the day and year first above written.
WITNESS: LANDLORD:
BRIT LIMITED PARTNERSHIP
By: BECO-BRIT, Inc.,
Authorized General Partner
By:
--------------------(SEAL)
Name:
Title:
WITNESS/ATTEST: TENANT:
OXFORD CAPITAL CORPORATION
By:
--------------------(SEAL)
Name:
Title:
22
SECURITY OFFICE PARK
EXHIBIT A
PREMISES
[To Be Attached.]
1
SECURITY OFFICE PARK
EXHIBIT B
COMMENCEMENT AGREEMENT
Landlord and Tenant hereby declare that:
1. The Lease is in full force and effect.
2. The Lease Commencement Date is hereby established to be _________ 1,
1996.
3. The Lease Expiration Date is hereby established to be December 31,
2001.
WITNESS: LANDLORD:
BRIT LIMITED PARTNERSHIP
By: BECO-BRIT, Inc.,
Authorized General Partner
By:
--------------------------(SEAL)
Name:
Title:
WITNESS/ATTEST: TENANT:
OXFORD CAPITAL CORPORATION
By:
--------------------------(SEAL)
Name:
Title:
1
SECURITY OFFICE PARK
EXHIBIT C
SPACE PLAN
[To Be Attached.]
1
SECURITY OFFICE PARK
EXHIBIT C-1
INITIAL TENANT IMPROVEMENTS
1. Install new, energy efficient lights in the Premises.
2. Install new ceiling tiles.
3. Install conduits for cabling to work stations.
4. Install glass doors in executive suite area.
5. Install electronic entry system at four (4) locations on the floor, as
shown on Tenant's Plans. The electronic entry system shall also
permit access to the main Building entrance.
6. Install built-in items in rest area, as shown on Tenant's Plans.
1
SECURITY OFFICE PARK
EXHIBIT D
WORK AGREEMENT
This Exhibit is attached to and made a part of that certain Lease Agreement
dated as of the ___ day of January, 1996 (the "Lease"), by and between BRIT
LIMITED PARTNERSHIP ("Landlord"), and OXFORD CAPITAL CORPORATION ("Tenant").
The terms used in this Exhibit that are defined in the Lease shall have the same
meanings as provided in the Lease.
1. Tenant's Authorized Representative. Tenant hereby designates ▇▇▇▇▇▇
▇▇▇▇▇▇ ("Tenant's Authorized Representative") as the person authorized to
initial all plans, drawings, change orders and approvals pursuant to this
Exhibit. Landlord shall not be obligated to respond to or act upon any such
plan, drawing, change order or approval unless and until it has been initialled
by Tenant's Authorized Representative.
2. Landlord's Work. Landlord shall perform all work and provide all
materials necessary to improve the Premises in accordance with the plans and
specifications mutually agreed to by Landlord and Tenant ("Tenant's Plans").
Landlord shall not be obligated to provide any improvements other than the
improvements specified in Tenant's Plans. Tenant shall be responsible for
paying the cost of any improvement requested by Tenant and approved and/or
installed by Landlord which is not specified in Tenant's Plans.
3. Change Orders. All additional costs attributable to change orders
requested by Tenant and approved by Landlord shall be payable by Tenant prior to
the performance of the work contemplated by such change order.
4. Substantial Completion.
(ai Except as provided in Paragraph 4(b) hereof, the Premises shall be
deemed to be substantially complete when the work to be performed by Landlord
pursuant to this Exhibit has been completed, as certified by Landlord's
architect, except for long lead time items and items of work and adjustment of
equipment and fixtures that can be completed after the Premises are occupied
without causing substantial interference with Tenant's use of the Premises
(i.e., the "punch list" items)
(bi If Landlord shall be delayed in completing the Premises as a result
of:
(iA Tenant's failure to comply with any of the deadlines specified in
the Lease; or
(iiA Tenant's request for modifications to plans or working drawings;
or
(iiiA Tenant's failure to pay when due the amounts required
pursuant to this Exhibit; or
(ivA the performance of any work by any person, or firm employed or
retained by Tenant; or
(vA Any other delay caused by Tenant,
then for purposes of determining the Lease Commencement Date, the Premises shall
be deemed to have been substantially complete on the date that Landlord's
architect determines that the Premises would have been substantially complete if
such delay or delays had not occurred.
5. Possession by Tenant. The taking of possession of the Premises by
Tenant shall constitute an acknowledgment by Tenant that the Premises are in
good condition and that all work and materials provided by Landlord are
satisfactory, except as to any defects or incomplete work that are described in
a written notice given by Tenant to Landlord not later than the day Tenant
accepts occupancy of the Premises. Tenant and its agents shall have no right to
make any alterations in the Premises until Tenant submits such written notice.
Landlord agrees to correct and complete those
1
defects and incomplete items described in such notice which Landlord's architect
or engineer confirms are, in fact, defects or incomplete items.
2
SECURITY OFFICE PARK
EXHIBIT E
RULES AND REGULATIONS
1. All waste paper, refuse and garbage shall be kept in containers in the
Premises or at such other location acceptable to Landlord and removed at
Tenant's expense, except insofar as building standard char service may be
furnished at Landlord's expense under the terms of the Lease to which these
Rules and Regulations are attached (hereinafter referred to as the Lease).
2. No flammable or combustible fluid, chemical, or explosives shall be
kept or permitted to be kept on the Premises except such as may be kept in
proper small containers and may be required for the day-to-day functioning of
office equipment permitted to be used on the Premises, subject, further, however
to such reasonable restrictions and/or preclusions as Landlord's insurance
carrier may require.
3. Landlord shall have the right to prohibit any advertisement or other
marketing activity of Tenant which in Landlord's opinion tends to impair the
reputation of the Complex or its desirability for Landlord's intended purposes
and upon written notice from the Landlord, Tenant shall refrain from and
discontinue such activity.
4. Landlord may prescribe and limit the weight, method of installation
and positioning of all safes, file cabinets and shelving, or other furniture,
fixtures, equipment and vehicles in or about the Premises. Tenant will not use
or install any of the foregoing objects in or about the Premises that might
place a load upon any surface exceeding the load per square foot which such
surface was designated to carry or that is of a bulk exceeding the dimensional
clearances of, e.g., entranceways to the Premises, without prior approval of
Landlord on reasonable notice to Landlord by Tenant.
5. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows, nor shall any changes be made in existing locks or the
mechanism thereof. Upon the termination of the Lease, Tenant shall return to
Landlord all keys to storage, office and toilet rooms, either furnished to or
otherwise procured by Tenant, and in the event of the loss of any keys so
furnished, Tenant shall pay to Landlord the cost thereof as well as the cost of,
replacing the lock(s) to which such key(s) relate(s), if, in the opinion of
Landlord, the replacement thereof is necessary.
6. No bicycles, vehicles, animals, birds or pets of any kind shall be
brought into or kept in or about the Premises. No cooking shall be done or
permitted by Tenant in the Premises other than microwave cooking approved by
Landlord, which approval shall not be unreasonably withheld. Tenant shall not
cause or permit any unusual or objectionable odors to originate from the
Premises.
7. Absent the specific prior written approval of Landlord, no space in
the Complex shall be used for manufacturing or for the sale of merchandise,
goods, or property of any kind.
8. No person shall be employed by Tenant to do janitorial work within the
Premises without the Landlord's consent to commence such work, and such persons
shall, while in the Complex inside or outside of the Premises, comply with all
instructions issued by Landlord or its representatives. Tenant shall not
engage, for hire or otherwise, any employee of Landlord or any Landlord agent to
perform any work or services for Tenant or related to Tenant's use of the
Premises, not previously authorized and directed to be performed on behalf of
Tenant by Landlord directly.
9. Landlord reserves the right to take all reasonable measures as
Landlord may deem advisable for the security and protection of the Complex
including the establishment of separate rules and regulations applicable to
person and/or vehicle ingress, egress, security equipment, access cards, etc.
To this end, Landlord may also, e.g., exclude from the Complex at all times any
person who is not known or does not properly identify himself to the Complex
management or watchman on duty and establish to the satisfaction of management
or such watchman that such person has the right to enter or leave the Complex,
and disclose to the reasonable satisfaction of such management or watchman that
such person is not in possession of any material or substance that may cause
harm to or damage the Complex or any occupants within it. Landlord may, at its
option, require all persons admitted to or leaving the Complex to register with
the Complex security guards. Landlord may, further, direct the evacuation of
the Complex for cause, suspected cause, or for drill purposes, and to this end,
temporarily deny access to the
1
Complex. Tenant shall be responsible for all persons for whom Tenant authorizes
entry into the Complex and shall be liable to Landlord for all acts of such
persons.
10. No portion of the Complex may be used for lodging or sleeping or for
any immoral or illegal purpose.
11. Canvassing, soliciting and peddling in the Complex is prohibited, and
Tenant shall cooperate to prevent the same.
12. The number of employees or other persons that shall work in or
otherwise have access to the Premises, the number and nature of all vehicular
traffic that shall be associated with the occupancy of the Premises and use of
the Complex and the fixtures, equipment and materials used by Tenant in or about
the Premises shall not be other than for routine and normal office use, which
term is understood to mean in the Lease such as has been initially represented
by Tenant to Landlord at the time of the execution of the Lease and as may be
subsequently agreed to by Landlord. Landlord reserves the right to preclude any
use of the Premises or the Complex by Tenant in the event the manner or extent
of such use is not as previously represented by Tenant and agreed to by Landlord
notwithstanding the fact that such use may generically fall within the purview
of the use(s) comprehended by Section 10 of the Lease. Tenant shall not use or
permit the Premises or any other portion of the Complex to be used in any
disorderly manner or for any unlawful purpose, or do or permit any act therein
or thereabout which is unlawful, or constitute a nuisance or otherwise be
violative of any applicable restriction, restrictive covenant, law, rule,
regulation, ordinance, or requirement or any governing authority, be such local,
State or Federal, or which would place Landlord in default of any underlying
ground lease or security instrument to which the Lease may be subordinate.
Tenant shall not commit, or suffer to be committed, any waste upon the Premises
or the Complex, neither will Tenant do or suffer anything to be done thereupon
or thereabout which would cause or be likely to cause injury thereto or that
would deface or otherwise damage, injure or alter the structural integrity of
any surface, including parking areas, as well as the walls, ceilings, floors,
windows, woodwork, fixtures, equipment or other property included in the
Premises or the Complex. Neither the Complex, the Premises nor any part thereof
including any utility service available thereto will be used or loaded by Tenant
beyond the present capacity thereof or, if appropriate, the present allocation
of such capacity to the Premises. No sound or electronic system shall be
utilized in any manner to affect the persons or property of others outside the
Premises.
13. Subject to the provisions of these Rules and Regulations, all
non-allocated common areas or facilities in the Complex shall be available for
the nonexclusive use of Tenant in common with others. Landlord reserves the
right, however, to license, on such terms as Landlord in its sole discretion may
deem appropriate from time to time, for the specific account of any particular
tenant(s) of the Complex, specific areas or facilities in the Complex that may
be designated for use in common with other tenants and authorized users as of
the effective date of the license or at any time subsequent thereto, e.g.,
specific parking areas. In the absence of such a designation on behalf of
Tenant, Tenant shall not exercise any exclusive dominion or control over any
common area or facility. All parking area facilities which may be furnished by
Landlord in or near the Complex, all employee parking areas, truck way or ways,
loading docks, package pick-up stations, bathroom and related facilities,
pedestrian sidewalks and ramps, landscaped areas, exterior stairways, and other
areas and improvements which may be provided by Landlord for the general use in
common of, e.g., Complex tenants, shall at all times be subject to the exclusive
control and management of Landlord. Landlord shall have the right to police all
common areas and facilities; from time to time to change the area, location,
size and arrangement of any common area or facilities or to eliminate other than
specifically allocated or normally acquired common areas entirely; to change
vehicular routes to such extent as Landlord may desire, to restrict parking by
tenants to employee parking areas; to construct surface, subterranean, or
elevated parking areas and facilities; to establish and from time to time change
the level of parking surfaces; to establish a stacking parking system; to close
all or any portion of said common areas or facilities to such extent as may, in
the opinion of Landlord's counsel, be legally sufficient to prevent a dedication
thereof or the accrual of any rights to any person or to the public therein; to
close access to the Complex or any portion thereof in case of riot, public
excitement or other commotion; to discourage non-tenant parking; to do and
perform such other acts in and to said common areas and improvements as, in the
use of good business judgement, Landlord shall determine to be advisable with a
view to the improvement or the convenience and use thereof by Complex tenants.
All Tenant automobiles shall be parked only in such areas as Landlord may from
time to time designate as employee parking areas. All sidewalks, curbs, parking
areas, service areas, roadways, and other common areas and facilities in the
Complex of which the above-designated premises is a part, shall be used solely
for their intended purposes and Tenant shall not misuse, obstruct, encumber, or
permit the misuse, obstruction or encumbrance of any such areas or facilities
nor of any light, skylight, or any part of any sprinkler, heating, air
conditioning, plumbing, or utility system. All parking areas, whether common or
exclusively allocated to any Complex tenant shall
2
be used solely for temporary vehicular parking subject to such rules and
regulations, as Landlord may, from time to time, make applicable to such
parking. Tenant agrees promptly to remove from any common area any of Tenant's
merchandise there delivered or deposited.
14. To the extent that any improvements exhibit or any other exhibit
attached to the Lease or any other writing specifically designated in any such
exhibit or in the Lease does not specify, in detail, the specifications of any
Landlord work to be performed, either at the expense of Landlord or at the
expense of Tenant, Landlord's discretionary determination of the sufficiency,
quality, manner of installation, location, nature and extent of the work to be
performed and of the materials necessary to complete such work shall control.
15. Upon notice given to Tenant, which need not be in writing, of any
violation of these Rules and Regulations, Landlord may, should Tenant fail to
correct such violation within the period required in the notice, either take
such action as Landlord may consider appropriate to correct such violation or
mitigate the effects thereof, all at the expense of Tenant, or declare such
violation a breach of the Lease of which these Rules and Regulations are a part
and proceed accordingly. Especially because of fire, traffic and safety hazards
created by the presence of unauthorized vehicles and merchandise in common
areas, Tenant acknowledges that Landlord shall have the right to remove such
vehicles or merchandise and that upon such removal, Landlord's sole
responsibility shall be to notify Tenant of such removal in fact and the
location of the removed property; provided, however, Landlord shall use
reasonable efforts to notify Tenant (which notice may be verbal) prior to towing
any vehicles belonging to Tenant or Tenant's employees, agents or invitees.
Tenant's failure to claim such property within five (5) working days of such
notice shall authorize Landlord to have such property disposed of in such
manner, in its sole discretion, shall consider appropriate.
16. Truck parking, loading and unloading will be prohibited in both the
front and rear parking areas. Tenant will require any deliveries to be made to
the premises by truck, van or otherwise, to be made at such time or times
(including advance notice where considered appropriate by Landlord), in such
manner and subject to such Rules and Regulations as Landlord may consider
appropriate from time to time, for deliveries to the Complex. As between Tenant
and Landlord, Tenant shall be responsible for any damage or injury to person or
property caused by or related to any such delivery. All delivery assistance
equipment, e.g., hand trucks, dollies, etc. must be of such form and capable of
such operation as Landlord in its sole discretion may consider appropriate.
17. Landlord shall have the sole and exclusive right, exercisable without
notice and without liability to Tenant for damage or injury to property,
persons, or business and without effecting any eviction, constructive or actual,
or disturbance of Tenant's use or possession or giving rise to any claim for
setoff or abatement of rent:
(ai To change the name of the Complex or its street signs.
(bi To install, affix and maintain any and all signs on the exterior and
interior of the Complex.
(ci To designate and approve, prior to installation, all types of
windowshades, blinds, drapes, awnings, ventilators, and similar
equipment, and to control and modify all building lighting and air
conditioning.
(di To designate, restrict and control all sources within the Complex from
which Tenant may obtain drinking water, towels, toilet supplies,
catering, food and beverages, or like or other services on or about
the premises, and in general to reserve to Landlord the exclusive
right to designate, limit, restrict, and control any business and any
service in or to the Complex and its tenants; provided, however,
Tenant shall have the right to select a vending machine provider for
the Premises and specify the contents of such machines, subject to
Landlord's prior written consent, which consent shall not be
unreasonably withheld. Landlord's consent to Tenant's pricing is not
required.
(ei To decorate and to make repairs, alterations, additions, changes, or
improvements, whether structural or otherwise, in and about the
development, or any part thereof, and for such purposes to enter upon
the premises, and during the continuance of any such work, to
temporarily close doors, entryways, public space, and corridors in the
Complex, to interrupt or temporarily suspend Complex services and
facilities and to change the arrangement and location of entrances or
passageways, doors, doorways, corridors, elevators, stairs, toilets,
or other public parts of the Complex, so long as the Premises are
reasonably accessible.
3
(fi To have and retain a paramount title to the Premises free and clear of
any act of Tenant purporting to burden or encumber the Premises or any
part of the Complex.
18. Tenant shall further abide by those additional rules, regulations, and
restrictions as Landlord may make generally applicable from time to time to the
Complex. Landlord reserves the right to waive any rule or regulation on behalf
of Tenant or any other tenant of the Complex and the exercise of such right
shall not affect the applicability to Tenant of any rule or regulation not
waived specifically on behalf of Tenant.
4
SECURITY OFFICE PARK
EXHIBIT F
SIGNAGE
[To Be Attached.]
1
