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Masons Mill Business Park
Huntingdon Valley, Pennsylvania Standard Form Lease (revised 11/99)Masons Mill Business Park tailors lease terms to meet the specific requirements of each tenant. With this in mind the following is a standard form of lease that is adjusted as needed. Please note that Masons Mill Business Park's standard lease terms change thus these terms might be out of date. For a current Standard Lease in Word format please eMail or phone us. TABLE OF CONTENTS 1. DEMISED PREMISES2. LEASE TERM 3. FIXED RENT 4. ADDITIONAL RENT 5. SECURITY DEPOSIT 6. USE OF DEMISED PREMISES 7. COMPLETION OF DEMISED PREMISES 8. ALTERATIONS OR IMPROVEMENTS BY TENANT 9. COVENANTS OF LANDLORD 10. COVENANTS OF TENANT 11. ASSIGNMENT AND SUBLETTING 12. RELOCATION OF TENANT 13. EMINENT DOMAIN 14. CASUALTY DAMAGE 15. INSURANCE; INDEMNIFICATION OF LANDLORD; WAIVER OF SUBROGATION 16. INSPECTION; ACCESS; CHANGES IN BUILDING FACILITIES 17. DEFAULT 18. LANDLORD'S REMEDIES 19. LANDLORD'S RIGHT TO CURE TENANT'S DEFAULT 20. ESTOPPEL CERTIFICATE 21. HOLDING OVER 22. SURRENDER OF DEMISED PREMISES 23. SUBORDINATION AND ATTORNMENT 24. BROKERS 25. NOTICES 26. MORTGAGES AND OTHER AGREEMENTS 27. MISCELLANEOUS List of Exhibits
Exhibit "A":
Plan of Demised Premise Masons Mill Business Park Internet Access Lease Addendum AGREEMENT OF LEASE THIS AGREEMENT OF LEASE ("Lease") is made this ____ day of _____________, _____, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord") and _______________________________, a ______________ ______________________ ("Tenant"). Intending to be legally bound, Landlord and Tenant agree as set forth below.
Landlord, for the term and subject to the provisions and conditions hereof, leases to Tenant, and Tenant rents from Landlord, the space (the "Demised Premises") containing _______ rentable square feet, as shown on Exhibit "A" attached hereto and made a part hereof, in the building (the "Building") known as Building #______ erected on certain land (the "Land") located at Masons Mill Business Park, Huntingdon Valley, PA 19006 (the "Park"), together with rights of ingress and egress thereto, and with the right in common with others to use, to the extent applicable, common passageways, stairways, vestibules, and to pass over and park on that portion of the Land designated by Landlord for Tenant's parking. The Park contains 211,811 rentable square feet of space. The lease term (the "Lease Term") shall commence on the commencement date (the "Commencement Date") which shall be the earlier of: (i) the date on which Tenant takes possession of the Demised Premises, or (ii) the fifth (5th) calendar day following the date of Substantial Completion as defined in Exhibit "D" hereto. If the Commencement Date occurs on the first day of a calendar month, the Lease Term shall continue for _________ (__) years and ________ (___) months thereafter, unless extended or sooner terminated as provided herein. If the Commencement Date occurs on any day other than the first day of a calendar month, the Lease Term shall continue for _________ (__) years and _________ (__) months from the first day of the calendar month immediately following the Commencement Date, unless extended or sooner terminated as provided herein. Upon actual determination by Landlord of the Commencement Date and, consequently, the Lease Term, Landlord and Tenant shall confirm in writing the Commencement Date and the termination date of the Lease in the form attached hereto as Exhibit "B". Tenant agrees to execute and return the above statement within five (5) days of delivery of same by Landlord. In the event Tenant fails to execute and return same within the specified time period, such statement shall be deemed true and correct for all purposes under this Lease and may be relied upon by Landlord and Tenant. Fixed rent (the "Fixed Rent") is payable by Tenant beginning on the Commencement Date in monthly installments, each representing one-twelfth (1/12) of the annual Fixed Rent (the "Annual Fixed Rent") in accordance with the following schedule: Tenant shall pay, without any setoff or deduction whatsoever, the Tax Adjustment and the Operating Expense Adjustment, as such terms are defined in Exhibit "C" hereto, in the amounts and in the manner set forth in Exhibit "C". The Tax Adjustment, the Operating Expense Adjustment and all other sums due hereunder (other than Fixed Rent) are sometimes hereinafter referred to together as the Additional Rent. Tenant shall contract directly with the utility company providing the electric service to the Demised Premises, and shall pay for such service promptly when due. As security for performance of its obligations hereunder, upon execution of this Lease Tenant has paid to Landlord and agrees to maintain hereafter, a security deposit of ___________________________ Dollars ($____________). Upon the occurrence of any Event of Default (as hereinafter defined) by Tenant, Landlord may from time to time and without prejudice to any other remedy, use the security deposit to the extent necessary to make good any arrears of Fixed Rent or Additional Rent, or any other damage, injury, expense or liability caused to Landlord by such Event of Default, and thereafter Tenant immediately shall replenish all or such portion of the security deposit so used by Landlord. The remaining balance of such security shall be returned by Landlord to Tenant within a reasonable time after termination of this Lease; provided, however, Landlord shall not be obligated to return the remaining balance of such security deposit until all payments due from Tenant to Landlord pursuant to Exhibit "C" hereto shall have been made in full. The security deposit shall not be considered an advance payment of rent or a measure of Landlord's damages in case of default by Tenant. Tenant shall receive no interest on such security deposit, and Landlord may commingle the same with other monies of Landlord. In the event of the sale or transfer of Landlord's interest in the Building, Landlord shall have the right to transfer the security deposit to the purchaser or transferee and upon such transfer Tenant shall look only to the new landlord for the return of the security deposit and Landlord shall thereupon be released from all liability to Tenant for the return of or accounting for such security deposit. Tenant covenants and agrees to use and occupy the Demised Premises only for general office, research or distribution purposes and only in conformity with the law. Tenant shall not use or permit any use of the Demised Premises which creates any safety or environmental hazard, or which would: (i) be dangerous to the Demised Premises, the Building, the Park or other tenants, or (ii) be disturbing to other tenants of the Building or the Park, or (iii) cause any increase in the premium cost for any insurance which Landlord may then have in effect with respect to the Building or the Park generally. Tenant agrees to accept possession of the Demised Premises in an "AS IS" condition, subject to the right of any existing tenant to remove its personal property or improvements, except for the work to be performed by Landlord pursuant to Exhibit "D". Tenant shall not make any alterations, additions or improvements to the Demised Premises without the prior written approval of Landlord and then only in accordance with plans and specifications previously approved in writing by Landlord and subject to such conditions as Landlord may require, including, without limitation, that Tenant be required to pay for any increased cost to Landlord occasioned thereby or attributable thereto. All alterations, additions or improvements shall be deemed part of the Building and shall not be removed by Tenant. Notwithstanding the foregoing, by notice to Tenant given prior to or within a reasonable period after the termination of this Lease, Landlord may require that Tenant either: (i) remove any such alterations, additions or improvements, repair any damage to the Building or the Demised Premises occasioned by their installation or removal, and restore the Demised Premises to substantially the same condition as existed prior to the time when any such alterations, additions or improvements were made, or (ii) reimburse Landlord for the cost of such removal, repair and restoration. In the event that Landlord elects to perform such removal, repair and restoration, Tenant shall reimburse Landlord for the cost thereof within thirty (30) days following delivery to Tenant of Landlord's invoice therefor. Furthermore, during the Lease Term, Tenant shall be obligated to remove all communications and computer wires, cables and related devices in excess of one (1) set of the same, it being the intention of the parties that if Tenant at any time replaces or discontinues the use of any such wires, cables or related devices, the replaced or discontinued wires, cables and related devices will be removed. Tenant will (at Tenant's sole cost and expense): Landlord, at its sole expense, on at least sixty (60) days prior notice, may require Tenant to move from the Demised Premises to another location of comparable size and decor in the Building or in another building within the Park in order to permit Landlord to consolidate the Demised Premises with other space leased or to be leased by another tenant. In the event of any such relocation, Landlord will pay all the expenses of preparing and decorating the relocated premises so that they will be substantially similar to the Demised Premises and the expense of moving Tenant's furniture and equipment to the relocated premises. Landlord and Tenant will execute a modification of or supplement to this Lease in respect of and identifying such relocated premises, such to be otherwise on terms identical to the terms hereof. If the whole or more than fifty percent (50%) of the Demised Premises (or use or occupancy of the Demised Premises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), or if the owner elects to convey title to the condemnor by a deed in lieu of condemnation, or if all or any portion of the Land or Building are so taken, condemned or conveyed and as a result thereof, in Landlord's judgment, the Demised Premises cannot be used for Tenant's permitted use as set forth herein, then this Lease shall cease and terminate as of the date when title vests in such governmental or quasi-governmental authority and the Fixed Rent and Additional Rent shall be abated on the date when such title vests in such governmental or quasi-governmental authority. If fifty percent (50%) or less of the Demised Premises is taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking) and this Lease is not terminated as set forth above, the Fixed Rent and Tenant's Proportionate Share (as defined in Exhibit "C") shall be equitably adjusted (on the basis of the number of square feet before and after such event) on the date when title vests in such governmental or quasi-governmental authority and the Lease shall otherwise continue in full force and effect. In any case, Tenant shall have no claim against Landlord for any portion of the amount that may be awarded as damages as a result of any governmental or quasi-governmental taking or condemnation (or sale under threat of such taking or condemnation); and all rights of Tenant to damages therefor are hereby assigned by Tenant to Landlord. The foregoing shall not, however, deprive Tenant of any separate award for moving expenses, dislocation damages or for any other award which would not reduce the award payable to Landlord.
Any other provisions in this Lease notwithstanding, it shall be an event of default ("Event of Default") under this Lease if: (i) Tenant fails to pay any installment of Fixed Rent, Additional Rent or other sum payable by Tenant hereunder when due and such failure continues for a period of ten (10) days, or (ii) Tenant fails to observe or perform any other covenant or agreement of Tenant herein contained and such failure continues after written notice given by or on behalf of Landlord to Tenant for more than fifteen (15) days, or (iii) Tenant uses or occupies the Demised Premises other than as permitted hereunder, or (iv) Tenant assigns or sublets, or purports to assign or sublet, the Demised Premises or any part thereof other than in the manner and upon the conditions set forth herein, or (v) Tenant abandons or vacates the Demised Premises or without Landlord's prior written consent, Tenant removes or attempts to remove or manifests an intention to remove any or all of Tenant's property from the Demised Premises other than in the ordinary and usual course of Tenant's business, or (vi) Tenant files a petition commencing a voluntary case, or has filed against it a petition commencing an involuntary case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as now or hereafter in effect, or under any similar law, or files or has filed against it a petition or answer in bankruptcy or for reorganization or for an arrangement pursuant to any state bankruptcy law or any similar state law, and, in the case of any such involuntary action, such action shall not be dismissed, discharged or denied within sixty (60) days after the filing thereof, or Tenant consents or acquiesces in the filing thereof, or (vii) if Tenant is a banking organization, Tenant files an application for protection, voluntary liquidation or dissolution applicable to banking organizations, or (viii) a custodian, receiver, trustee or liquidator of Tenant or of all or substantially all of Tenant's property or of the Demised Premises shall be appointed in any proceedings brought by or against Tenant and, in the latter case, such entity shall not be discharged within sixty (60) days after such appointment or Tenant consents to or acquiesces in such appointment, or (ix) Tenant shall generally not pay Tenant's debts as such debts become due, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or (x) any of the foregoing occurs as to any guarantor or surety of Tenant's performance under this Lease, or such guarantor or surety defaults on any provision under its guaranty or suretyship agreement. The notice and grace period provisions in clauses (i) and (ii) above shall have no application to the Events of Default referred to in clauses (iii) through (ix) above or, to the extent applicable, (x).
If Tenant defaults in the making of any payment or in the doing of any act herein required to be made or done by Tenant, then Landlord may, but shall not be required to, make such payment or do such act, and charge the amount of Landlord's expense, with interest accruing and payable thereon at the Default Rate as of the date of the expenditure by Landlord or as of the date of payment thereof by Tenant, whichever is higher, from the date paid or incurred by Landlord to the date of payment thereof by Tenant. Such payment and interest shall constitute Additional Rent hereunder due and payable with the next monthly installment of Fixed Rent; but the making of such payment or the taking of such action by Landlord shall not operate to cure such default by Tenant or to estop Landlord from the pursuit of any remedy to which Landlord would otherwise be entitled. Tenant shall, at any time and from time to time, at the request of Landlord, upon ten (10) business days notice, execute and deliver to Landlord a certificate in the form of Exhibit "G" attached hereto or some other reasonable form supplied by Landlord, it being intended that any such certificate delivered pursuant hereto may be relied upon by others with whom Landlord may be dealing. Tenant hereby appoints Landlord as Tenant's attorney-in-fact to execute any such certificates in the event Tenant does not execute and return such certificates within the time period set forth above. If Tenant retains possession of the Demised Premises or any part thereof after the termination of this Lease by expiration of the Lease Term or otherwise, in the absence of any written agreement between Landlord and Tenant concerning any such continuance of the Lease Term, Tenant shall pay Landlord (i) an amount, calculated on a per diem basis for each day of such unlawful retention, equal to the greater of (a) triple the Annual Fixed Rent in effect immediately prior to the expiration or earlier termination of the Lease Term, or (b) the market rental for the Demised Premises, as determined by Landlord, for the time Tenant thus remains in possession, plus, in each case, all Additional Rent and other sums payable hereunder, and (ii) all damages, costs and expenses sustained or incurred by Landlord by reason of Tenant's holding over. Without limiting any rights and remedies of Landlord resulting by reason of the wrongful holding over by Tenant, or creating any right in Tenant to continue in possession of the Demised Premises, all Tenant's obligations with respect to the use, occupancy and maintenance of the Demised Premises shall continue during such period of unlawful retention. Tenant shall, at the expiration or earlier termination of this Lease, promptly surrender the Demised Premises in good order and condition and in conformity with the applicable provisions of this Lease, excepting only reasonable wear and tear. Any personal property which shall remain in the Demised Premises after the expiration or earlier termination of this Lease shall be deemed to have been abandoned and either may be retained by Landlord as Landlord's property or may be disposed of in such manner as Landlord may see fit, provided that, notwithstanding the foregoing, Tenant shall, upon request of Landlord made prior to or within a reasonable period after the expiration or earlier termination of this Lease, promptly remove from the Building any such personal property at Tenant's sole cost and expense. Should Tenant fail to do so, Landlord may do so, and the cost and expense thereof, together with interest at the Default Rate from the date such costs and expenses are incurred by Landlord, shall be paid by Tenant to Landlord as "Additional Rent" within fifteen (15) days after Tenant is billed therefor. If such personal property or any part thereof shall be sold by Landlord, Landlord may receive and retain the proceeds of such sale as Landlord's property. This Lease and the estate, interest and rights hereby created are subordinate to (a) any mortgage now or hereafter placed upon the Building or the Land or any estate or interest therein, including, without limitation, any mortgage on any leasehold estate, and (b) any lease of the Land or any estate or interest therein, now or hereafter existing, and to all renewals, modifications, consolidations, replacements and extensions of same as well as any substitutions therefor. Tenant agrees that in the event any person, firm, corporation or other entity acquires the right to possession of the Building or the Land, including any mortgagee, ground lessor or holder of any estate or interest having priority over this Lease, Tenant shall, if requested by such person, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term. Notwithstanding the foregoing, any mortgagee or ground lessor may, at any time, subordinate its mortgage or ground lease to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage or ground lease without regard to their respective dates of execution and delivery, and in that event, such mortgagee or ground lessor shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage or ground lease. Tenant, if requested by Landlord, shall execute any such instruments in recordable form as may be reasonably required by Landlord in order to confirm or effect the subordination or priority of this Lease, as the case may be, and the attornment of Tenant to future landlords in accordance with the terms of this Article. The parties agree that _____________________________________ (the "Broker") is the real estate broker who has brought the parties together in connection with the transactions contemplated hereby (and Landlord shall pay a brokerage commission to Broker on the terms and conditions set forth in a separate agreement between Landlord and Broker). Each party represents and warrants to the other that it, he, she or they have not made any agreement or taken any action which may cause anyone (other than Broker) to become entitled to a commission as a result of the transactions contemplated by this Lease, and each will indemnify and defend the other from any and all claims, actual or threatened, for compensation by any such third person (other than Broker) by reason of such party's breach of its, his, her or their representation or warranty contained in this Article 24. All notices or other communications hereunder shall be in writing and shall be sent to the address of the party for whom such notice is intended as set forth below (or to such other address as a party may hereafter designate for itself by notice to the other party as required hereby). Any such notice or communication shall be sufficient if sent by registered or certified mail, return receipt requested, postage prepaid, by prepaid overnight delivery service, or by hand delivery. Any such notice or communication shall be deemed to have been given: if hand delivered, then when delivered or when such delivery is refused; if sent by an overnight delivery service, then on the day following the day deposited with such service; or if sent by registered or certified mail, then on the third business day following the date deposited in the United States mails. All notices and communications to Tenant may also be given by leaving same at the Demised Premises during normal business hours.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Lease to be executed on the day and year first above written. PLAN OF DEMISED PREMISES [To be provided when available.] FORM OF CONFIRMATION OF LEASE TERM THIS CONFIRMATION OF LEASE TERM is made this _______ day of ________________, _____, between MASONS MILL PARTNERS, L.P. ("Landlord") and _____________________________ ("Tenant"). Landlord and Tenant have entered into a certain Agreement of Lease (the "Lease") dated ________________________, _____ demising certain space consisting of _________ rentable square feet in Building _____, located in the Masons Mill Business Park, Huntingdon Valley, PA 19006. All of the capitalized terms herein shall have the same respective definitions as set forth in the Lease. Pursuant to the provisions of Article 2 of the Lease, Landlord and Tenant, intending to be legally bound hereby, acknowledge and agree that the Commencement Date is the ________ day of __________, _____, and that the Lease Term shall end on the __________ day of __________, _____, at 11:59 p.m., unless sooner terminated or extended, as provided in the Lease. As supplemented hereby, the Lease shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have duly executed this Confirmation of Lease Term as of the day and year first written above. TAXES, OPERATING EXPENSE AND OTHER ADDITIONAL RENT 1. Taxes. A. Definitions I. "ADJUSTED TAXES" shall mean the Taxes for any Tax Year, plus the expenses of any contests (administrative or otherwise) of tax assessments or proceedings for refunds incurred during such Tax Year. If Landlord is successful in obtaining a refund for any Tax Year(s), the Adjusted Taxes for the Tax Year(s) to which such refund is applicable shall be recalculated to reflect the amount of the refund received by Landlord, and Tenant shall receive a credit, if appropriate, equal to the amount of the difference between the Tax Adjustment which was actually paid by Tenant and the Tax Adjustment which actually is due, taking into account the amount of the refund. II. "TAX ADJUSTMENT" shall have the meaning set forth in Subsection 1B below. III. "TAX ALLOWANCE" shall mean $____________, which is an amount equal to $_____________ multiplied by the number of rentable square feet in the Park IV. "TAX ESTIMATE" shall have the meaning set forth in Subsection 1B below. V. "TAX STATEMENT" shall mean a statement in writing signed by Landlord, setting forth (a) the Adjusted Taxes for the applicable Tax Year, (b) the Tax Allowance, (c) the Tax Adjustment payable for such Tax Year, or portion thereof, and (d) such other information as Landlord deems appropriate. VI. "TAX YEAR" shall mean each calendar year, or such other period of twelve (12) months as hereafter may be duly adopted by the applicable governmental or quasi-governmental body or authority or special service district as its fiscal year for purposes of Taxes, occurring during the Lease Term. VII. "TAXES" shall mean all taxes, charges, impositions, levies, assessments and burdens of every kind and nature, whether general or special, ordinary or extraordinary, foreseen or unforeseen, assessed or imposed by any governmental or quasi-governmental body or authority or special service district on and/or with respect to the Land or the Park or their operation or the rents therefrom (including taxes based on gross receipts), whether or not directly paid by Landlord, subject to the following:
VIII. "TENANT'S PROPORTIONATE SHARE" shall mean a fraction, the numerator of which shall be the rentable square feet of the Demised Premises, and the denominator of which shall be the aggregate rentable square feet in the Park, and, expressed as a percentage, shall be ____________% (____________/211,811). If the rentable square feet of the Demised Premises increases or decreases during any Operating Year or Tax Year, the rentable square feet of the Demised Premises for purposes of determining the numerator of the fraction shall be the weighted average of the rentable square feet in the Demised Premises for such Operating Year or Tax Year. B. Payment of Tax Adjustment. If the Adjusted Taxes for any Tax Year shall be in excess of the Tax Allowance, Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant's Proportionate Share of such excess. (The amount of Tenant's Proportionate Share of such excess is hereinafter referred to as the "Tax Adjustment".) If the Commencement Date is any date other than the first day of a Tax Year or if the expiration date of the Lease Term is any date other than the last day of a Tax Year, the Tax Adjustment shall be allocated proportionately to the amount of time in such Tax Year that the Lease Term is in effect. From and after the Commencement Date, Tenant shall pay to Landlord, on account of the Tax Adjustment for the current Tax Year, monthly installments in advance equal to one-twelfth (1/12) of the estimated Tax Adjustment for such Tax Year (the "Tax Estimate"). Such installments shall be payable on the first day of each month at such place as Landlord may direct From time to time during any Tax Year, Landlord may furnish to Tenant the Tax Estimate for such Tax Year and, on the first day of the first month following the delivery of such Tax Estimate, in addition to the monthly installment of such new Tax Estimate, Tenant shall pay to Landlord (or Landlord shall credit to Tenant) any deficiency (or excess) between (i) the total of the installments paid on account of the Tax Adjustment for such Tax Year, and (ii) the product of one-twelfth (1/12) of such Tax Estimate for such Tax Year and the number of months which have elapsed during such Tax Year prior to the due date of such payment. Until the Tax Estimate for any Tax Year is furnished by Landlord, Tenant shall continue to pay monthly installments on account of such Tax Year's Tax Adjustment based upon the last Tax Estimate provided by Landlord to Tenant. Following the end of each Tax Year Notwithstanding the foregoing, Landlord from time to time during the Lease Term may elect to waive the requirement for payment of monthly installments on account of the Tax Adjustment and, in such case, Tenant shall pay the full amount of any unpaid Tax Adjustment within fifteen (15) days after Tenant receives any Tax Statement. Furthermore, notwithstanding the foregoing, more than one (1) Tax Statement may be sent to Tenant during any Tax Year. Such election by Landlord shall not preclude Landlord from thereafter requiring Tenant to commence paying monthly installments on account of the Tax Adjustment as set forth above. 2. Operating Expense. A. Definitions. I. "ESSENTIAL CAPITAL IMPROVEMENT" shall mean (a) a labor saving device, energy saving device or other installation, improvement or replacement which is intended to reduce Operating Expense, whether or not voluntary or required by governmental mandate, or (b) an installation or improvement required by reason of any law, ordinance or regulation which was not applicable to the Park on the date of the execution of this Lease, or (c) an installation or improvement intended to improve the health or safety of tenants in the Park generally, whether or not voluntary or required by governmental mandate. II. "OPERATING EXPENSE" shall mean all costs and expenses of whatever kind or nature paid or incurred by Landlord from time to time in connection with the ownership, management, maintenance, operation, replacement, restoration and repair of the Park and the Land, all computed on the accrual basis, including, without limitation, the following items: (a) gas, oil, common area electricity, steam, fuel, water, sewer and other utility charges (including surcharges) of whatever nature; (b) insurance premiums and the amounts of any deductibles paid by Landlord; (c) personnel costs, including, but not limited to, salaries, wages, fringe benefits, taxes, insurance and other direct and indirect costs; (d) costs of service and maintenance contracts including, but not limited to, cleaning and security services; (e) all other maintenance, repair, restoration and replacement expenses, and the cost of materials, supplies and uniforms; (f) Landlord's central office administrative and accounting costs and overhead applicable to the Park; (g) all professional fees incurred in connection with the operation of the Park, including, without limitation, accounting fees for preparing the Operating Expense Statement and Tax Statement; (h) management fees payable to the managing agent; (i) sales and use taxes and any taxes imposed on personal property owned by Landlord and used in connection with the Park and taxes on any of the expenses which are included in Operating Expense; (j) decorations for the public portions of the Park; and (k) the annual amortization of any Essential Capital Improvement made by Landlord, computed based on the useful life of the improvement with interest at the prime rate referenced in Article 3 of the Lease determined as of the date of completion of such Essential Capital Improvement. If Landlord shall lease such Essential Capital Improvement, then the rentals or other operating costs paid pursuant to such lease shall be included in Operating Expense for each Operating Year in which they are incurred. Notwithstanding the foregoing, Operating Expense shall not include the following: (i) costs to prepare space for occupancy by a new tenant; (ii) costs of capital improvements (except for costs of any Essential Capital Improvement); (iii) advertising expenses and leasing commissions; (iv) any cost or expenditure for which Landlord is reimbursed, whether by insurance proceeds or otherwise, but not including costs and expenditures for which Landlord is reimbursed by tenants of the Park pursuant to operating expense or similar reimbursement provisions; (v) legal expenses of negotiating and enforcing leases; (vi) special cleaning or other services not offered to all tenants of the Park; and (vii) any charge for depreciation, interest or rental (except as set forth above with respect to any Essential Capital Improvement). In determining Operating Expense for any Operating Year, if the Park was less than fully occupied during such entire year, or was not in operation during such entire year, then Operating Expense shall be adjusted by Landlord to reflect the amount that such expenses would normally be expected to have been, in the reasonable opinion of Landlord, had the Park been fully occupied and operational throughout such year, except that in no event shall such adjustment result in the recovery by Landlord of an amount in excess of the actual Operating Expense. In addition, if Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would constitute an Operating Expense) to a tenant who has undertaken to perform such work or service in lieu of performance by Landlord, Operating Expense shall nevertheless be deemed to include the amount Landlord would reasonably have incurred if Landlord had in fact performed the work or service at its expense. III. "OPERATING EXPENSE ADJUSTMENT" shall have the meaning set forth in Subsection 2B below. IV. "OPERATING EXPENSE ALLOWANCE" shall mean $____________, which is an amount equal to $____________ multiplied by the number of rentable square feet in the Park . V. "OPERATING EXPENSE ESTIMATE" shall have the meaning set forth in Subsection 2B below. VI. "OPERATING EXPENSE STATEMENT" shall mean a statement in writing signed by Landlord, setting forth in reasonable detail (a) the Operating Expense for the applicable Operating Year, (b) the Operating Expense Allowance, (c) the Operating Expense Adjustment for such Operating Year, or portion thereof, and (d) such other information as Landlord deems appropriate. VII. "OPERATING YEAR" shall mean each calendar year, or such other period of twelve (12) months as hereafter may be adopted by Landlord as its fiscal year for purposes of Operating Expense, occurring during the Lease Term. B. Payment of Operating Expense Adjustment. If the Operating Expense for any Operating Year shall be in excess of the Operating Expense Allowance, Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant's Proportionate Share (as defined in Subsection 1A of this Exhibit) of such excess. (The amount of Tenant's Proportionate Share of such excess is hereinafter referred to as the "Operating Expense Adjustment".) If the Commencement Date is any date other than the first day of an Operating Year or if the expiration date of the Lease Term is any date other than the last day of an Operating Year, the Operating Expense Adjustment shall be allocated proportionately to the amount of time in such Operating Year that the Lease Term is in effect. From and after ________________ , Tenant shall pay to Landlord, on account of the Operating Expense Adjustment for the current Operating Year, monthly installments in advance equal to one-twelfth (1/12) of the estimated Operating Expense Adjustment for such Operating Year (the "Operating Expense Estimate"). Such installments shall be payable on the first day of each month at such place as Landlord may direct, except that, if the Commencement Date occurs on a day other than the first day of a month, the first such installment shall be paid on the Commencement Date and apportioned based on the number of days in such month occurring from and after the Commencement Date. From time to time during any Operating Year. Landlord may furnish to Tenant the Operating Expense Estimate for such Operating Year and, on the first day of the first month following delivery of such Operating Expense Estimate, in addition to the monthly installment of such new Operating Expense Estimate, Tenant shall pay to Landlord (or Landlord shall credit to Tenant) any deficiency (or excess) between (i) the total of the installments paid on account of the Operating Expense Adjustment for such Operating Year, and (ii) the product of one-twelfth (1/12) of such Operating Expense Estimate for such Operating Year and the number of months which have elapsed during such Operating Year prior to the due date of such payment. Until the Operating Expense Estimate for any Operating Year is furnished by Landlord, Tenant shall continue to pay monthly installments on account of such Operating Year's Operating Expense Adjustment based upon the last Operating Expense Estimate provided by Landlord to Tenant. Following the end of each Operating Year after ___________, Landlord shall furnish to Tenant an Operating Expense Statement. On the first day of the first month following the delivery of such Operating Expense Statement, Tenant shall pay to Landlord (or Landlord shall credit to Tenant) any deficiency (or excess) between the installments paid on account of the preceding Operating Year's Operating Expense Adjustment and the actual Operating Expense Adjustment for such Operating Year. Tenant shall have the right to inspect the books and records used by Landlord in calculating the Operating Expense Adjustment for a particular Operating Year within thirty (30) days following delivery of the Operating Expense Statement for such year, during regular business hours, after having given Landlord written notice at least ten (10) days prior thereto; provided, however, that Tenant shall make all payments required hereunder without delay. Unless Tenant shall take written exception to any Operating Expense Statement within thirty (30) days after delivery to Tenant of the same, such statement shall be final and binding upon Tenant. Tenant's inspection of Landlord's books and records shall be performed by an employee or employees of Tenant or by a reputable public accounting firm. In no event, however, shall Tenant agree to pay any entity which performs such inspection on a contingent fee or percentage of recovery basis. Tenant agrees that all information obtained by Tenant or by those performing such inspection on behalf of Tenant shall at all times remain confidential, and Tenant further agrees to take such action as is necessary to insure the continued confidentiality of all such information. 3. Minimums. Notwithstanding anything contained herein to the contrary, in no event shall Tenant be entitled to any credit, payment or deduction of any kind if the Adjusted Taxes for any Tax Year are less than the Tax Allowance or if the Operating Expense for any Operating Year is less than the Operating Expense Allowance. 4. Personal Property Taxes. Tenant shall be responsible for all ad valorem taxes on its personal property and on the value of the leasehold improvements in the Demised Premises to the extent that the same exceed Park standard allowances (and if the taxing authorities do not separately assess Tenant's leasehold improvements, Landlord may make a reasonable allocation of imposition to such improvements). 5. Survival. If, upon expiration or termination of this Lease for any cause, the amount of any Additional Rent due under this Lease has not yet been determined, an appropriate payment from Tenant to Landlord, or refund from Landlord to Tenant, shall be made promptly after such determination, and such obligation shall survive the expiration or termination of this Lease.
SCHEDULE OF TENANT IMPROVEMENTS _______________________ (the "Architect") has prepared, and Landlord and Tenant have reviewed and approved, a certain space plan dated ______________ and certain detailed specifications dated ___________ for the layout and construction of the improvements to the Demised Premises (together, the "Space Plans"). Promptly following the execution of this Lease by Landlord and Tenant, Landlord shall cause the Architect to prepare detailed construction drawings for all of the work necessary to render the Demised Premises complete and ready for occupancy by Tenant, other than the Tenant's Work (as hereinafter defined) (the "Construction Drawings"). The Construction Drawings shall be prepared in accordance with, and in all respects shall be consistent with, the Space Plans. The Construction Drawings shall not change without the prior consent of both parties. Notwithstanding the foregoing, Landlord reserves the following rights: (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available; and (ii) to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any substantial change shall first be obtained (which approval shall not be unreasonably withheld or delayed so long as there shall be general conformity with the Construction Drawings, and shall be deemed given if Tenant fails to object within two (2) business days following Landlord's request for such approval). Any change order requested by Tenant shall be made only with Landlord's prior approval, and shall be documented in writing at the regular job meetings. Any increase in the design/architectural/engineering costs and in the costs of construction resulting from any change order requested by Tenant, including, without limitation, any increase in the general conditions and/or fee of the general contractor performing the Landlord's Work (as hereinafter defined), and any other increased costs to such contractor or to Landlord occasioned by or attributable to such change order (including, without limitation, Landlord's administrative fee of _______ percent (__%) of the total cost of completing such change order), shall be the responsibility of Tenant. Promptly following the completion of the Construction Drawings or the approval of any change orders, as applicable, Landlord shall advise Tenant whether it shall be obligated to remove portions of the Landlord's Work upon the expiration or earlier termination of the Lease Term, in accordance with Article 8 of this Lease; provided, however, that in no event shall Tenant be required to remove any portion of the Landlord's Work which is a typical improvement in first-class office space, unless expressly set forth in this Lease. Without limiting the foregoing, under no circumstances shall the following improvements be deemed "typical": (i) any improvement directly related to any specialty use which is incidental or subordinate to general office use, such as the cooking and related equipment and improvements in any kitchen or cafeteria; (ii) any floor openings, depressed slabs, dumbwaiters, safes or vaults, raised floors, supplemental HVAC or UPS; and (iii) any improvement which contains any Hazardous Substance or does not comply with applicable laws, codes, ordinances, regulations and requirements. Landlord shall perform all of the "Landlord's Work," which shall consist of standard suite entry signage, keying, off-hour guard service and suite security systems, all work described in the Construction Drawings (including any work resulting from changes in the Construction Drawings approved by Landlord, but excepting any work designated on the Construction Drawings for completion by Tenant) and any required demolition work. Landlord shall have no obligation to perform any work or make any improvements with respect to the Park, the Building or the Demised Premises, other than the Landlord's Work. In the event Landlord is unable to obtain zoning and/or use approval for the Landlord's Work, Landlord shall so notify Tenant and this Lease then shall become null and void and neither party shall have any further liability hereunder to the other. The construction of the Landlord's Work shall be pursued diligently, in a good and workmanlike manner, and in compliance with all applicable laws, codes and regulations. Tenant hereby appoints ______________________ as its construction representative ("Tenant's Construction Representative") to act for Tenant with respect to all construction and construction related matters. Tenant may change Tenant's Construction Representative from time to time to another person who is skilled in the construction of tenant improvements in Class A office buildings or who is an officer or management level employee of Tenant, which change shall be effective upon receipt by Landlord of written notice of such change. Tenant's Construction Representative shall be available to attend regularly scheduled and special meetings with Landlord and the general contractor performing the Landlord's Work, and shall be available generally at the Building. Tenant's Construction Representative shall have the authority to act on Tenant's behalf at all times and to bind Tenant with respect to all construction related matters including, but not limited to, scheduling changes and change orders. Subject to the requirements of Article 8 (including the requirement of obtaining Landlord's written approval prior to commencing any work and the possible removal/reimbursement requirement) and as set forth below, Tenant may, at its sole expense, select and employ its own contractors to install its telecommunications, data and network systems and cabling, its phone system and its systems furniture and wiring (the "Tenant's Work"). All such contractors shall be approved by Landlord in advance, which approval shall not be unreasonably withheld. Such contractors shall have access to the Demised Premises prior to Substantial Completion (as hereinafter defined) of the Landlord's Work for purposes of completing the Tenant's Work, provided, however, that in connection therewith, neither Tenant nor any such contractor shall interfere with or delay the completion of the Landlord's Work. All Tenant's Work shall be subject to coordination with the general contractor performing the Landlord's Work, and Tenant agrees to, and to cause its contractors to, conform strictly to the construction schedule established by such general contractor. Notwithstanding anything contained in this Lease to the contrary, Tenant shall be responsible for all electric charges with respect to the Demised Premises after the Landlord's Work is Substantially Completed. Tenant shall not make or cause to be made any alterations or additions to the Demised Premises, whether before or after the Commencement Date, unless with the prior written approval of Landlord, and then only in accordance with the requirements of Article 8, all other requirements of this Lease with respect to work performed by Tenant in the Demised Premises, and such other conditions as Landlord may reasonably require. Such conditions shall include, without limitation, that Tenant maintain or cause its contractors to maintain appropriate insurance coverage and to pay for any increased costs to Landlord occasioned by or attributable to any such alterations or additions, and that Tenant cause each of its contractors to agree in writing to indemnify and save Landlord, its representatives and Landlord's managing agent, if any, harmless from and against all claims, demands, expenses, losses, suits and damages as may be occasioned by reason of the negligence or otherwise tortious act of such contractor or anyone on, in or about the Park, the Land or the Building on behalf of or at the invitation of such contractor. Landlord shall pay the first monies expended for the costs of completing the Landlord's Work (including, without limitation, the funding of any construction contingency and the payment of the Construction Management Fee and the costs, fees and other compensation payable to the Architect and any engineers) until the payments toward such costs total ___________________ Dollars ($_________) (the "Tenant Allowance"), an amount equal to ___________________ Dollars ($_________) per rentable square foot of the Demised Premises. If such costs exceed the Tenant Allowance, they shall be paid first from Tenant's Construction Deposit upon delivery by Landlord to Tenant of invoices for such costs and, thereafter, if the funds deposited in the Tenant's Construction Deposit have been exhausted, Tenant shall pay any excess directly to Landlord no later than fifteen (15) days after being shown invoices therefor. Should the actual costs as described above be less than the total of the Tenant Allowance and the Tenant's Construction Deposit, Tenant shall be entitled to the difference between the amounts actually expended and the total of the Tenant Allowance and the Tenant's Construction Deposit. The amount of such difference shall be credited against future amounts due from Tenant to Landlord pursuant to this Lease following the completion of all of the Landlord's Work, including those items identified in the punchlist referenced below; provided, however, that any portion of such difference which is part of Tenant's Construction Deposit shall not be credited against future amounts due as set forth above, but rather shall be paid promptly to Tenant. Upon Substantial Completion (as hereinafter defined) of the Landlord's Work, Landlord shall notify Tenant, and Tenant's Construction Representative shall inspect the Demised Premises with Landlord no later than two (2) days after delivery of Landlord's notice. Upon completion of the inspection, it shall be presumed that all work theretofore performed by or on behalf of Landlord was satisfactorily performed in accordance with, and meeting the requirements of, this Lease. The foregoing presumption shall not apply, however, (i) to the Landlord's Work not actually completed by Landlord which is identified at the time of such inspection on a punchlist prepared by Landlord and Tenant's Construction Representative, which Landlord shall complete promptly and diligently, or (ii) to latent defects in the Landlord's Work which could not reasonably have been discovered at the time of such inspection, provided Tenant notifies Landlord of such defects within ninety (90) days from the date of such inspection. Landlord will correct any such defect of which Landlord is notified within the required period, with reasonable speed and diligence. Landlord shall use reasonable efforts to have the Landlord's Work Substantially Completed no later than ______________________ (the "Scheduled Substantial Completion Date"). In the event that the Landlord's Work is not Substantially Completed by that date which is one hundred twenty (120) days following the Scheduled Substantial Completion Date, which date shall be extended for a period of time equal to the aggregate duration of all delays due to governmental regulation, unusual scarcity of or inability to obtain (or to obtain in a timely fashion) labor or materials, union or other labor difficulties, casualty or any cause beyond Landlord's reasonable control, Tenant shall be permitted to terminate this Lease, as its sole and exclusive remedy for Landlord's failure to Substantially Complete the Landlord's Work in a timely fashion and deliver the Demised Premises to Tenant, by giving Landlord written notice at any time within the ten (10) day period immediately following the expiration of such one hundred twenty (120) day period, whereupon this Lease shall terminate and be deemed null and void, and neither party shall have any further rights or obligations hereunder. The Landlord's Work shall be deemed to be substantially completed ("Substantially Completed" or "Substantial Completion") when all Landlord's Work has been completed, except for items of finishing and construction of a nature not necessary to make the Demised Premises reasonably tenantable for Tenant's use as stated herein. Notwithstanding anything contained herein to the contrary, if any Tenant Delay(s) (as hereinafter defined) occurs, the Landlord's Work shall be deemed Substantially Completed on that date when the Landlord's Work would have been Substantially Completed, but for the Tenant Delay(s). A "Tenant Delay" as used in this Lease shall mean any delay caused by change orders requested by Tenant, caused by the performance of the Tenant's Work or any other work or activity in the Demised Premises by or on behalf of Tenant, or otherwise caused by Tenant. Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to deliver possession of the Demised Premises to Tenant following Substantial Completion of the Landlord's Work so long as any Event of Default exists under this Lease and unless and until all amounts payable by Tenant to Landlord pursuant to this Exhibit have been paid in full. Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to perform the Landlord's Work [, so long as any Event of Default exists under this Lease. RULES AND REGULATIONS 1. Definitions. Wherever in these Rules and Regulations the word "Tenant" is used, it shall be taken to apply to and include Tenant and its agents, employees, invitees, licensees, subtenants and contractors, and is to be deemed of such number and gender as the circumstances require. The word "room" is to be taken to include the space covered by this Lease. The word "Landlord" shall be taken to include the employees and agents of Landlord. 2. Construction. The streets, sidewalks, entrances, halls, passages, elevators, stairways and other common areas provided by Landlord shall not be obstructed by Tenant, or used by it for any other purpose than for ingress and egress. 3. Washrooms. Toilet rooms, water-closets and other water apparatus shall not be used for any purposes other than those for which they are constructed. 4. General Prohibitions. In order to insure proper use and care of the Building, without Landlord's prior written consent, to be withheld or granted in Landlord's sole discretion, Tenant shall not: a. Place, erect, maintain or display, or permit to be placed, erected, maintained or displayed, any sign, advertisement, notice or other marking in the Park or on the interior or exterior of the Building, other than any signs which are located within the Demised Premises and are not visible from outside of the Demised Premises; b. Make improper noises or disturbances of any kind; c. Mark or defile elevators, water-closets, toilet rooms, walls, windows, doors or any other part of the Building; d. Place anything on the outside of the Building, including roof setbacks, window ledges and other projections; e. Use or place any curtains, blinds, drapes or coverings over any windows or upon the window surfaces which are visible from outside of the Demised Premises, or otherwise obstruct any window; f. Other than in connection with normal office decoration, fasten any article, drill holes, drive nails or screws into the walls, floors, woodwork, window mullions, or partitions; nor shall the same be painted, papered or otherwise covered or in any way marked or broken;g. Interfere with the heating or cooling apparatus; h. Allow anyone but Landlord's employees to clean rooms; i. Leave the Demised Premises without locking doors, stopping all office machines (other than those machines required to be operated at all times), and extinguishing all lights; j. Install any shades, blinds, or awnings; k. Use any electrical heating device; l. Install call boxes or any kind of wire in or on the Building; m. Manufacture any commodity, or prepare to dispense any foods or beverages, whether by vending or dispensing machines or otherwise (other than as may be permitted in any kitchenette/vending area located within the Demised Premises for use by Tenant's employees), or alcoholic beverages, tobacco, drugs, flowers, or other commodities or articles; n. Secure duplicate keys for rooms, except from Landlord, or change the locks of any doors to or in the Demised Premises; o. Give its employees or other persons permission to go upon the roof of the Building; or p. Place door mats in public corridors. 5. Publicity. Tenant shall not use the name of the Building or the Park in any way in connection with its business except as the address thereof. Landlord also shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the Park or the Building or their desirability as locations for offices; and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 6. Business Machines. Business machines and mechanical equipment which cause vibration, noise, cold or heat that may be transmitted to the Building structure or to any leased space outside the Demised Premises shall be placed and maintained by Tenant, at its sole cost and expense, in settings of cork, rubber or spring type vibration eliminators sufficient to absorb and prevent such vibration, noise, cold or heat. 7. Movement of Equipment. Landlord reserves the right to designate the time when and the method whereby freight, small or large office equipment, furniture, safes and other like articles may be brought into, moved, or removed from the Building or rooms, and to designate the location for temporary disposition of such items. In no event shall any of the foregoing items be taken from Tenant's space for the purpose of removing same from the Building, other than in the ordinary course of Tenant's business, without the express consent of both Landlord and Tenant. 8. Public Entrance. Landlord reserves the right to exclude the general public from the Building or the Park upon such days and at such hours as in Landlord's judgment will be for the best interest of the Park and the Building and their tenants. Persons entering the Building or the Park after 6:00 p.m. on business days and at all times on Saturdays, Sundays and holidays may be required to sign a register maintained for that purpose.
Without abatement or diminution in rent, Landlord reserves and shall have the following additional rights: a. To change the name and/or street address of the Building or the Park; b. To install and maintain a sign or signs on the exterior of the Building or in the Park; c. To approve all sources furnishing sign painting and lettering, ice, drinking water, towels and toilet supplies, and other like services used on the Demised Premises; d. To make, either voluntarily or pursuant to governmental requirement, repairs, alterations or improvements in or to the Building, the Park or any part thereof and during alterations, to close entrances, doors, windows, corridors, elevators or other facilities, provided that such acts (except in emergencies) shall not unreasonably interfere with Tenant's use and occupancy of the Demised Premises as a whole; e. If Tenant vacates all or any portion of the Demised Premises prior to the expiration of the Lease Term, to decorate, remodel, repair, alter or otherwise prepare all or such portion of the Demised Premises for re-occupancy; f. To constantly have pass keys to the Demised Premises; g. To grant to anyone the exclusive right to conduct any particular business or undertaking in the Building or in the Park; and h. To take any and all measures, including inspections, repairs, alterations, additions and improvements to the Demised Premises, to the Building or to the Park, as may be necessary or desirable in the operation of the Building or the Park. Landlord may enter upon the Demised Premises and may exercise any or all of the foregoing rights hereby reserved without being deemed guilty of an eviction or disturbance of Tenant's use or possession and without being liable in any manner to Tenant. 10. Regulation Change. Landlord shall have the right to make such other and further reasonable Rules and Regulations, as in the judgment of Landlord, may from time to time be needful for the appearance, care and cleanliness of the Building and the Park, for the preservation of good order therein, and for the health and safety of the tenants and their visitors. Landlord shall not be responsible to Tenant for any violation of Rules and Regulations by any other tenant.
FORM OF TENANT ESTOPPEL CERTIFICATE AND STATEMENT The undersigned (jointly and severally if more than one) hereby represents, warrants and certifies to MASONS MILL PARTNERS, L.P. (the "Landlord") that it is the tenant and present occupant (the "Tenant") of certain premises (the "Demised Premises") comprising a portion of the real property and improvements in the building (the "Building") located at ___________________________________ and that: 1. Basic Lease Terms. The Demised Premises are more specifically described in, and are leased under the provisions of, a lease agreement (the "Lease"), the basic terms of which are described below: 1.1 Demised Premises/Building/Suite: _____________ 1.2 Rentable Square Feet of Demised Premises: _________ 1.3 Date of Lease: ____________________________________ 1.4 Commencement Date: ________________________________ 1.5 Expiration Date: __________________________________ 1.6 Current Annual/Monthly Fixed Rent: $_____ / $______ 1.7 Current Monthly Additional Rent: $_________________ 1.8 Total Monthly Rent As Of : $____________ 1.9 Tenant's Proportionate Share: ____________________% 1.10 Security Deposit: $________________________________ 1.11 Total Rent Is Paid Through: _______________________ 2. Modifications. The Lease contains all of the understandings and agreements between Tenant and Landlord, and is in full force and effect, without modification, addition, extension, or renewal on the date hereof, except as indicated below: 3. Acceptance of Demised Premises. Tenant has accepted possession of the Demised Premises and is now in possession of same, and the improvements and space required to be furnished according to the Lease have been fully delivered by Landlord and accepted by Tenant. 4. Options. There are no purchase options, rights of first refusal, rights of first offer, options to terminate, exclusive business rights, or other rights in Tenant to extend or renew the Lease Term or to expand or otherwise modify the Demised Premises, except as indicated below: 5. Commencement of Rental Obligation. Tenant's obligation to pay rent has commenced, unless indicated below: 6. Rent Payment. No rent has been paid by Tenant in advance under the Lease, except for the Total Monthly Rent, as described above, that became due for the current month. 7. No Tenant Default. Tenant is not in default under the Lease and is current in the payment of any and all charges required to be paid by Tenant, except as indicated below:8. Subordination and Attornment. In the event that Landlord's interest is conveyed or Landlord otherwise relinquishes possession of the Demised Premises to a third party, including but not limited to any mortgagee or successor in interest to any such mortgagee, the undersigned agrees to attorn to such third party and to recognize such third party as landlord. Tenant agrees to subordinate to any mortgagee or successor in interest to any such mortgagee as more fully set forth in the Lease. Any such attornment or subordination shall be effective and self-operative without the execution of any other instrument by either party hereto but, upon the request of such landlord, the undersigned shall execute and deliver an instrument confirming such attornment or subordination. 9. No defense. Tenant has no defenses, setoffs, basis for withholding of rent, claims or counterclaims against Landlord for any failure of performance of any of the terms of the Lease, nor to the best of Tenant's knowledge are there defaults or breaches by Landlord under the Lease, including, without limitation, defaults relating to the design, condition and tenant uses of the Building. 10. No Prior Assignment or Subletting. Tenant has not assigned, pledged, mortgaged or otherwise transferred or encumbered the Lease or the rental payments thereunder, nor sublet all or any part of the Demised Premises and is not presently permitting the same to be occupied or used by anyone other than Tenant except as indicated below: 11. Use of Premises. Tenant has not accumulated, recycled, stored, treated, spilled, emitted, leaked or disposed of any hazardous, toxic or polluting substances or wastes at the Park. Tenant has not received notice from any governmental agency that it may be responsible for clean-up of the Park or surrounding areas pursuant to the Federal Comprehensive Environmental, Response, Compensation and Liability Act (42 U.S.C.A. Section 9601 et seq.), the Federal Water Pollution Control Act (33 U.S.C.A. Section 1151 et seq.), the Clean Water Act of 1977 (33 U.S.C.A. Section 1251 et seq.), or the regulations promulgated thereunder (if applicable), or any other federal, state or local environmental law, regulation or ordinance, as each may be amended from time to time. The undersigned makes this Certificate and Statement with the understanding that Landlord and any others with which Landlord may be dealing intend to rely upon this Certificate and Statement and the undersigned agrees that they may so rely. Dated: ________________, _____
_______________________________________ (Name of Tenant) By: ___________________________________ Name: Title: |
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