LEASE

THIS AGREEMENT OF LEASE (together with all Exhibits and Schedules attached or to be attached hereto, this “Lease”) is dated as of July 5, 2005, between THE CONNELL COMPANY, a New Jersey corporation, whose address is One Connell Drive, Berkeley Heights, New Jersey 07922 (subject to Section 10.04 hereof, “Landlord”) and AUTHENTIDATE HOLDING CORP., a Delaware corporation whose address is Two World Financial Center, 225 Liberty Street, 43^rd Floor, New York, New York 10281 (“Tenant”).

Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the Demised Premises (hereinafter defined) for the Term (hereinafter defined) at the rent and subject to all of the terms and conditions set forth herein. Intending to be legally bound hereunder and in consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree with each other as follows:

Section 1.01. Building and Land; Real Estate:

The “Building” is Connell Corporate Center III, Three Connell Drive, Berkeley Heights, New Jersey 07922. The “Land” shall mean all that real property which is more particularly described in Exhibit A attached hereto and made a part hereof (such Exhibit A containing both a legal description of the Land and a site layout thereof). The Building and the Land are sometimes referred to collectively herein as the “Real Estate."

Section 1.02. Demised Premises:

The Demised Premises is the portion of the Building leased to Tenant, consisting of 16,078 usable square feet of floor area converted to 19,695 rentable square feet of floor area by multiplying the usable square feet by 122.5%, and located on the fifth floor and designated as “Demised Premises” on the “Rental Plan” (which is attached hereto as Exhibit B). The Demised Premises includes any alterations, additions, improvements or repairs of any nature made thereto. This computation of rentable square footage shall be binding and conclusive on the parties and their successors and assigns.

Section 1.03. Base Rent:

“Base Rent” in the applicable period of the Term of the Lease shall equal the applicable amount set forth below:

 Section 1.04. Letter of Credit:

(a) Tenant shall cause an irrevocable, transferable letter of credit, substantially in the form of Exhibit F attached hereto (the “Letter of Credit”), to be issued and outstanding in favor of Landlord, at all times from the later of (x) the date that is thirty (30) days after this Lease is fully executed or (y) the Cut-Off Date (as defined in Section 1.09 below) until sixty (60) days after the expiration or earlier termination of this Lease. Each Letter of Credit shall (i) be issued by a domestic United States financial institution with a credit rating of at least A1 by Moody’s Investors Service, Inc. (“Moody’s”) (or upon modification or replacement of such financial rating system, its then equivalent rating) (the “Required Credit Rating”) and otherwise reasonably acceptable to Landlord (the “Letter of Credit Provider”), (ii) have an expiration date of not earlier than one calendar year following the date of issue, (iii) at all times be in an available amount of not less than the Required Letter of Credit Amount (as defined in Section 1.04(c) hereof), and (iv) provide that during the Term it shall be automatically extended for an additional period of one year from the scheduled expiration date unless at least thirty (30) days prior to such date Landlord receives from the Letter of Credit Provider thereof notice in writing that such Letter of Credit Provider elects not to renew such Letter of Credit for such additional period. If the Letter of Credit Provider elects not to renew such Letter of Credit for such additional period, then Tenant shall cause a new Letter of Credit to be issued in replacement thereof from a Letter of Credit Provider at least fifteen (15) days prior to the expiration date of the existing Letter of Credit.

(b) If, while a Letter of Credit is required to be outstanding hereunder, the financial rating of the Letter of Credit Provider providing the Letter of Credit is less than the Required Credit Rating, then Landlord may require Tenant to provide, and Tenant shall provide, a replacement Letter of Credit issued by a Letter of Credit Provider with a credit rating that meets the Required Credit Rating within thirty (30) days of demand therefor by Landlord, which replacement Letter of Credit shall comply with the terms of Section 1.04(a) hereof, provided that nothing in this Section 1.04(b) shall affect the obligations of Tenant under Section 1.04(a) hereof. Promptly following receipt of such replacement Letter of Credit, Landlord shall surrender the Letter of Credit being replaced to the Letter of Credit Provider thereof.

(c) “Required Letter of Credit Amount” shall mean an amount equal to $512.070.00, as may be adjusted pursuant to the immediately following sentence. Notwithstanding the foregoing, the parties agree that if on the Termination Notice Final Date (as defined in Section 4.03 hereof) (i) Tenant shall not have exercised the Termination Option and (ii) Tenant’s financial condition is then similar (as reasonably determined by Landlord by reference to Tenant’s periodic reports as filed with the U.S. Securities and Exchange Commission) to Tenant’s financial condition as of March 31, 2005, then on the Termination Notice Final Date the Required Letter of Credit Amount shall be reduced to $256,035.00; provided, however, that in no event shall the Required Letter of Credit Amount be reduced to $256,035.00 unless and until Landlord shall have conveyed in writing to Tenant that the condition described in clause (ii) above has been satisfied.

Section 1.05. Term:

The “Term” of this Lease shall commence on the Commencement Date and shall continue for ten (10) years and four (4) months thereafter, unless sooner terminated or renewed in accordance with the provisions of this Lease.

Section 1.06. Tenant’s Pro Rata Share:

For purposes of this Lease, Tenant’s Pro Rata Share shall be the ratio of the total rentable square footage of the Demised Premises to the total rentable square footage of the Building. Landlord and Tenant have determined that Tenant’s Pro Rata Share is 8.066%, calculated as follows: Demised Premises of 19,695 rentable sq. ft. divided by the rental Area of Building of 244,179 sq. ft. = 0.08066 x 100 = 8.066%. This determination of Tenant’s Pro Rata Share shall be binding and conclusive on the parties, and their successors and assigns.

Section 1.07. Temporary Space:

Landlord agrees that it shall provide Tenant, during the period commencing on the later to occur of (x) the date on which this Lease is fully executed or (y) the date which is the first business day after the date this Lease is not subject to being terminated pursuant to Section 1.09 hereof, and continuing up to (but excluding) the Commencement Date (the “Temporary Period”), with temporary space of approximately 5,000 rentable square feet on the fifth floor of the Building which is located within the space which constitutes the Demised Premises, with the specific location of such space to be determined by the mutual agreement of Landlord and Tenant (the “Temporary Space”). Tenant shall have the right to use and occupy the Temporary Space during the Temporary Period, and Tenant’s use and occupancy of the Temporary Space shall be subject to the terms of this Lease to the same extent as if the Temporary Space were the Demised Premises during such Temporary Period (and all of the terms of this Lease shall apply during the Temporary Period); provided however, that notwithstanding anything contained in this Lease, (i) Tenant shall accept the Temporary Space in its “as-is” condition, and Landlord makes no representation or warranty of any kind with respect to the Temporary Space, including without limitation as to whether a Continuing Certificate of Occupancy can be obtained (and Landlord shall not have any obligation to perform any construction or other work on the Temporary Space; it being understood that during the Temporary Period Landlord will be performing the Tenant Work within the Demised Premises), (ii) Tenant’s right to use and occupy the Temporary Space shall be subject to Tenant obtaining, at Tenant’s sole cost and expense, a Continuing Certificate of Occupancy for the Temporary Space, (iii) Tenant shall not be permitted to make any alterations, additions or improvements to the Temporary Space other than as may be reasonably necessary for Tenant to enjoy the use of the Temporary Space for the purposes of operating its business, including without limitation, installing required wiring and cabling for telephones, computer networks and other customary office equipment (provided that any of the foregoing shall only be made in accordance with the terms of this Lease), (iv) Tenant shall not be required to pay any Base Rent or operating costs or taxes for the Temporary Space during the Temporary Period, except that Tenant shall be required to pay Landlord the Tenant electric charge set forth in Section 8.02 of this Lease for such space during such period and (v) for purposes of clarification, Tenant shall be required to maintain the insurance required under this Lease during the Temporary Period. Landlord shall, however, provide all services to the Temporary Space and the Land, including sufficient parking space, and otherwise comply with its obligations under this Lease during the Temporary Period.

Section 1.08. [Intentionally omitted]

Section 1.09. Kemper Termination:

Landlord and Tenant acknowledge that as of the date hereof (i) Landlord is leasing the space described in this Lease as the “Demised Premises” (such space sometimes also referred to herein as the “Kemper Termination Space”), as well as certain other space, to Lumbermens Mutual Casualty Company d/b/a Kemper Insurance Companies (“Kemper”) pursuant to a lease agreement dated as of November 12, 1999 (as amended, the “Kemper Lease”) between Landlord and Kemper, and (ii) Landlord and Tenant are currently in discussions to terminate the Kemper Lease (with respect to the Kemper Termination Space only), effective as of a date which is on or prior to August 1, 2005. In the event that by August 1, 2005 (the “Cut-Off Date”) Landlord shall not have entered into (and received a fully executed copy of) an agreement with Kemper terminating the Kemper Lease with respect to the Kemper Termination Space only, effective as of a date on or prior to August 1, 2005 (in form and substance satisfactory to Landlord in Landlord’s sole discretion, including without limitation, as to the amount (and due date) of the termination payment Kemper is required to pay Landlord in connection with such early termination (the “Kemper Termination Payment”)), then Landlord shall notify Tenant of the same and (unless otherwise agreed to in writing by Landlord and Tenant) effective as of the Cut-Off Date this Lease shall terminate. Landlord makes no representation or warranty of any kind that either of the conditions described in the immediately preceding sentence shall or shall not occur, and Landlord shall not have any liability to Tenant or any other entity in the event that this Lease terminates pursuant to this Section 1.09. In the event of the termination of the Lease pursuant to this Section 1.09, Tenant shall have no liability to Landlord and any provision of this Lease that imposes obligations or liabilities on Tenant with respect to periods subsequent to the termination or expiration hereof shall be void and of no effect.

Section 2.01. As used herein, the terms below shall have the following meanings:

(a) “Appraisal Procedure” shall mean the following: within ten (10) days after the expiration of the fifteen (15) day period specified in Section 4.01(b) hereof, each party shall appoint a disinterested, independent appraiser who is a member of the American Institute of Real Estate Appraisers (or a successor organization or, if none exists, the closest similar organization) and has at least five years experience appraising rental properties in the Berkeley Heights area (which shall include the Route 78 corridor) (an “Appraiser”). Within twenty (20) days after their appointment, the two Appraisers so appointed shall appoint a third Appraiser. If no such third Appraiser is appointed within thirty (30) days after the appointment of the two Appraisers, then either party may apply to the American Arbitration Association ("AAA”) to make such appointment, and both parties shall be bound by such appointment. Each Appraiser appointed pursuant to the foregoing procedure shall be instructed to determine the amount of Market Rent within twenty (20) days after his or her appointment. Each of the three Appraisers shall determine the value of Market Rent applying the parameters set forth in Section 4.01(b). The values of the Market Rent determined by each of the three Appraisers shall then be averaged, the determination which differs most from such average shall be excluded, the remaining two values shall then be averaged, and such average shall be the Market Rent, which shall be final and binding on the parties. The expenses and fees of all such Appraisers shall be shared equally between Landlord and Tenant.

(b) “Assessed Valuation” shall mean (i) the assessed valuation of the Building plus (ii) one-third (1/3) of the assessed valuation of the Land, in each case including any added and/or omitted assessments, and in each case as determined by the real estate tax records of the Township of Berkeley Heights and the real estate tax records of the Borough of Watchung, as applicable.

(c) “Base Rent” shall have the meaning set forth in Section 1.03 of this Lease.

(d) “Base Tax Rate” shall mean the real estate tax rate in effect for the calendar year 2006.

(e) “Building” shall have the meaning set forth in Section 1.01 of this Lease.

(f) “Building Operating Costs” shall have the meaning set forth in Section 5.03(c),(d) and (e) of this Lease.

(g) The “Commencement Date” of this Lease shall be the earliest of (i) the day on which Landlord, having substantially completed Tenant Work, obtains a Certificate of Occupancy for the Demised Premises; or (ii) the day on which Tenant commences to do business in the Demised Premises (in space other than the Temporary Space); or (iii) October 1, 2005; provided, however, that in the event that, due to delay(s) caused by Landlord or an Event of Force Majeure, as defined in Section 20.16 hereof (in each case to which delay(s) Tenant or any of Tenant’s Agents shall not have contributed), Landlord has been unable by October 1, 2005 to cause (1) the Tenant Work to have been substantially completed and (2) a Certificate of Occupancy to have been obtained, then the Commencement Date shall be delayed until the earlier to occur of (x) such substantial completion and Certificate of Occupancy have been obtained or (y) the day on which Tenant commences to do business in the Demised Premises (but in no event shall the Commencement Date continue to be delayed under this proviso if and when such delay is caused by Tenant or any of any of Tenant’s Agents). Notwithstanding the foregoing, the parties agree that in no event shall the Commencement Date be a date earlier than October 1, 2005 (and if the Commencement Date would otherwise have been prior to October 1, 2005 but for this sentence, then the Commencement Date shall be October 1, 2005). For purposes of clarification, it is understood and agreed that Landlord is not making and shall not make any representation or warranty that the Tenant Work shall be substantially completed by (or that a Certificate of Occupancy for the Demised Premises shall be obtained by) October 1, 2005, and Landlord shall not have any liability in the event the Tenant Work is not substantially completed by (or a Certificate of Occupancy for the Demised Premises is not obtained by) such date or any other date. If Landlord is unable to give possession of the Demised Premises on the Commencement Date because of the holding-over or retention of possession of the Demised Premises by any tenant, undertenant or occupant, Landlord shall not be subject to any liability for failure to give possession, the validity of this Lease shall not be impaired under such circumstances, and the Term shall not be extended, but the Rent shall be abated until Tenant is able to obtain possession.

(h) The “Common Area” shall mean, collectively, without limitation, the hallways, entryways, stairs, cafeteria, elevators, driveway, sidewalks, parking areas, loading areas, trash facilities, and all other areas and facilities of the Building and the Land provided from time to time by Landlord for the general use and convenience of Tenant with other tenants and their respective employees, servants, invitees, licensees or other visitors; provided, however, that for purposes of clarification, Common Area (i) shall not include Connell Corporate Center IV or Connell Corporate Center V but (ii) shall include any parking lots, roadways or courtyards located anywhere on the Land.

(i) “Connell Corporate Center IV” shall mean the building located at Four Connell Drive, Berkeley Heights, New Jersey 07922, as designated on Exhibit A attached hereto. For purposes of clarification, any parking lots, roadways or courtyards located anywhere on the Land are not included within the definition of Connell Corporate Center IV.

(j) “Connell Corporate Center V” shall mean the building to be located at Five Oak Way, Berkeley Heights, New Jersey 07922 as designated on Exhibit A attached hereto (it being understood that as of the date hereof, only the foundations of Connell Corporate Center V have been constructed). For purposes of clarification, any parking lots, roadways or courtyards located anywhere on the Land are not included within the definition of Connell Corporate Center V.

(k) “Connell Corporate Park” shall mean the corporate park located in Berkeley Heights, New Jersey which is commonly known as the “Connell Corporate Park.” Connell Corporate Park includes, without limitation, Connell Corporate Center I (located at One Connell Drive), Connell Corporate Center II (located at Two Connell Drive), the Building, Connell Corporate Center IV, Connell Corporate Center V (if and when constructed) and Connell Corporate Center VI (if and when constructed).

(l) “Demised Premises” shall have the meaning set forth in Section 1.02 of this Lease.

(m) “Expiration Date” shall be the last day of the Term. If this Lease shall have been renewed, the Expiration Date shall be the last day of the Term as so renewed. Notwithstanding anything otherwise to the contrary herein, if this Lease is cancelled or terminated prior to the Expiration Date by reason of an Event of Default (as hereinafter defined), Tenant’s liability under the provisions of this Lease shall continue until the date the Term would have expired had such cancellation or termination not occurred unless otherwise provided herein.

(n) “Extra Taxes” shall have the meaning set forth in Section 5.02(b) of this Lease.

(o) “Kemper” shall have the meaning set forth in Section 1.09 hereof.

(p) “Kemper Lease” shall have the meaning set forth in Section 1.09 hereof.

(q) “Land” shall have the meaning set forth in Section 1.01 of this Lease.

(r) “Letter of Credit” shall have the meaning set forth in Section 1.04(a) hereof.

(s) “Mortgage” shall mean any mortgage, deed to secure debt, trust indenture, deed of trust or other security document or instrument which may now or hereafter affect, encumber or be a lien upon the Demised Premises, the Building, the Land, and any spreading agreements, including, without limitation, any renewals, modifications, consolidations, replacements and extensions thereof.

(t) “Mortgagee” shall mean the holder of any Mortgage at any time.

(u) “Operating Increase Amount” shall have the meaning set forth in Section 5.03(a) of this Lease.

(v) “Operating Year” shall mean any calendar year. The “First Operating Year” is the calendar year 2006.

(w) “Parking Area” shall mean those portions of the Land which are designated for parking by Landlord, from time to time. Up to 10% of the parking spaces may be designated reserved by the Landlord; it being understood that Section 8.01(c) hereof sets forth the number of parking spaces designated as reserved for Tenant and the parking ratio for Tenant’s access to parking spaces.

(x) “Plans and Specifications” shall have the meaning set forth in Section 3.01 hereof.

(y) “Real Estate” shall have the meaning set forth in Section 1.01 hereof.

(z) “Real Estate Tax Base” shall mean the dollar amount of real estate tax payable with respect to the Real Estate on an annual basis, determined by multiplying the Assessed Valuation by the Base Tax Rate plus any charges or assessments imposed upon the Real Estate which are reasonably anticipated to continue thereafter (it being understood that the Real Estate Tax Base shall not include any real estate tax which may be imposed on the building value (as opposed to the land value) of Connell Corporate Center IV or Connell Corporate Center V (if and when such building is constructed).

(aa) “Rent” shall mean the aggregate of Base Rent, Tax Increase Amount, Extra Taxes, Operating Increase Amount (each as defined herein) and any other charges payable to Landlord hereunder, including utility charges.

(bb) “Security Deposit” shall have the meaning set forth in Section 16.07(c) hereof.

(cc) “Tax Increase Amount” shall have the meaning set forth in Section 5.02(a) of this Agreement.

(dd) “Tax Year” shall mean any calendar year.

(ee) “Taxes” shall mean all real estate taxes, charges and assessments imposed upon the Real Estate (it being understood that (i) Taxes shall not include any real estate taxes, charges and assessments imposed upon the building portion, as opposed to the land portion, of Connell Corporate Center IV or Connell Corporate Center V if and when such building is constructed and (ii) subject to any Extra Taxes, in determining Taxes attributable to the Land (as opposed to the Building) which shall be allocated to this Lease, one-third (1/3) of the assessed valuation of the Land (times the applicable real estate tax rate), as determined by the real estate tax records of the Township of Berkeley Heights and the real estate tax records of the Borough of Watchung, as applicable, shall be allocated to this Lease). If any franchise, capital stock, capital gains, rent, income, profit or any other tax or charge of any nature whatsoever shall be substituted in whole or in part for the current ad valorem taxes now or hereafter imposed upon the Real Estate due to a change in the method of taxation or assessment, such franchise, capital stock, capital gains, rent, income, profit or other tax or charge shall be deemed included as Taxes.

(ff) “Temporary Space” shall have the meaning set forth in Section 1.07 of this Lease.

(gg) “Tenant’s Agents” shall mean, without limitation Tenant’s employees, servants, representatives, agents, licensees, permitted subtenants and assignees, contractors, heirs, successors, legatees, and devisees.

(hh) “Tenant’s Pro Rata Share” shall have the meaning set forth in Section 1.06 of this Lease.

(ii) “Tenant Work” shall have the meaning set forth in Section 3.01 of this Lease.

(jj) “Term” shall have the meaning set forth in Section 1.05 of this Lease.

(kk) “Termination Date” shall have the meaning set forth in Section 4.03 hereof.

(ll) “Termination Option” shall have the meaning set forth in Section 4.03 hereof.

ARTICLE III. PREPARATION OF THE DEMISED PREMISES.

Section 3.01. Tenant Work:

(a) Tenant shall be responsible for retaining an architect (the “Architect”) to design the interior of the Demised Premises (and Tenant shall be responsible for all costs and expenses of the Architect). Tenant shall cause the Architect to deliver to Landlord complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises, on or before July 15, 2005. Tenant Work shall be performed, and Landlord shall be reimbursed if applicable, in accordance with Exhibit C-2 annexed hereto.

(b) At such time as they become available, the completed interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises shall be annexed hereto and, as of the date of such annexation, made a part of this Lease as Exhibit C-1 and shall be referred to as the “Plans and Specifications.” The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties’ understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building.

(c) Construction, according to the Plans and Specifications ("Tenant Work”) shall be carried out and pursued to completion by Landlord, with the cooperation of Tenant. Landlord need not begin Tenant Work until the later of the date hereof and the approval by Landlord of the Plans and Specifications (it being agreed that complete interior construction drawings, including without limitation layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises, shall be required in order for Landlord to determine whether it shall approve the Plans and Specifications). In that connection:

Section 3.02. Tenant’s Early Access:

(a) Landlord shall permit Tenant to enter the Demised Premises before Tenant Work is undertaken during normal Business Hours for the purposes of inspection only, it being understood that the foregoing shall not limit Tenant’s rights to use and occupy the Temporary Space pursuant to Section 1.07 hereof.

(b) If Tenant is permitted access to the Demised Premises prior to the Commencement Date (including, without limitation, pursuant to Section 3.02(a) hereof), it shall be at Tenant’s sole risk. The foregoing license is conditioned upon Tenant’s Agents not interfering with Landlord’s employees, agents, servants, representatives or licensees, or the workmen of any other tenant. This license may be withdrawn by Landlord at any time, upon written notice to Tenant. Landlord shall not be liable in any way for any injury, loss or damage of any nature whatsoever occurring as a result of early access to the Demised Premises by Tenant or any employee, agent, servant, contractor or representative thereof except to the extent caused by the gross negligence or willful misconduct of Landlord or its employees, agents or other representatives or licensees. Landlord shall have the right to impose such additional conditions on tenant’s early entry as Landlord, in its reasonable discretion, deems appropriate.

(c) Notwithstanding anything contained in this Lease (including, without limitation, Sections 3.02(a) and 3.02(b) hereof), unless otherwise agreed to by Landlord, Tenant shall not have any access to or use of the Demised Premises prior to the date the Kemper Lease is terminated with respect to the Kemper Termination Space; it being understood that prior to the Cut-Off Date Tenant shall be permitted, at such times and in such manner as Landlord so reasonably designates, to inspect the Kemper Relinquished Furniture.

Section 3.03. No Alterations, Repairs or Installations to be Performed by Tenant without Insurance:

Tenant shall not make or cause to be made any alterations, repairs or installations, or perform any other work to or on the Demised Premises or otherwise in connection with this Lease unless Tenant shall obtain, or shall require all its contractors to obtain, and have in force during the performance of such work, public liability and worker’s compensation insurance and other insurance required by Landlord to cover every contractor to be employed, in amounts and with companies reasonably acceptable to Landlord (and Tenant shall furnish certificates evidencing such insurance or copies of such insurance policies to Landlord), and otherwise shall be in compliance with Section 7.03 hereof. Such policies shall be in such amounts and on such terms as is customary in the market for a company of similar net worth as Tenant and reasonably acceptable to Landlord; they shall be non-cancelable without thirty (30) days’ prior notice to Landlord by the insurance company. Tenant shall supply Landlord with certificates evidencing such insurance or copies of the insurance policies described above prior to commencing any alterations, repairs or installations.

Section 3.04. Kemper Furniture.

As of the date hereof it is Landlord’s expectation that, as part of the termination agreement between Kemper and Landlord contemplated in Section 1.09 hereof, Kemper and Landlord will agree that any furniture or other equipment then in the Kemper Termination Space shall not be removed by Kemper or Landlord and shall be considered relinquished by Kemper (any such furniture relinquished by Kemper being referred to as the “Kemper Relinquished Furniture”). Tenant agrees to accept ownership of (and assume all responsibility for) all Kemper Relinquished Furniture (if any) in its as-is condition. The parties agree that Landlord does not make any representation or warranty of any kind as to the Kemper Relinquished Furniture (including, without limitation, as to whether there will be any Kemper Relinquished Furniture).

Section 3.05. No Representation:

Landlord has made and makes no representations, covenants or warranties with respect to the Demised Premises, the Building or the Land, except as expressly set forth in this Lease.

Section 3.06. Tenant Property:

(a) All fixtures, equipment, improvements and appurtenances attached to or built into the Demised Premises at the commencement of or during the Term, whether or not by or at the expense of Tenant, shall be and remain a part of the Demised Premises, shall be deemed to be the property of Landlord and shall not be removed by Tenant, except as provided in Section 3.06(b) hereof. Further, any carpeting or other personal property in the Demised Premises on the Commencement Date, unless installed and paid for by Tenant, shall be and shall remain Landlord’s property and shall not be removed by Tenant.

(b) All movable partitions, business and trade fixtures, machinery and equipment, communications equipment and office equipment, whether or not attached to or built into the Demised Premises, which are installed in the Demised Premises by or for the account of Tenant without expense to Landlord and can be removed without structural damage to the Building and all furniture, furnishings, and other movable personal property owned by Tenant and located in the Demised Premises (collectively, “Tenant’s Property”) shall be and shall remain the property of Tenant and may be removed by Tenant at any time during the Term; provided that if any of the Tenant’s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Demised Premises, resulting from the installation and/or removal thereof.

(c) Notwithstanding anything contained in Sections 3.06(a) and 3.06(b) hereof, the provisions of such Sections 3.06(a) and 3.06(b) shall be subject in all respects to (and shall not in any way affect) the provisions of Sections 7.03 and 7.06 hereof.

ARTICLE IV. OPTION TO RENEW; EXPANSION OPTION; TERMINATION OPTION.

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ARTICLE V. RENT.

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ARTICLE VI.  SIGNS

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ARTICLE VIII.  SERVICES AND UTILITIES

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ARTICLE IX.  USE AND OPERATION

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ARTICLE X.  TRANSFER OF INTEREST; PRIORITY OF LIEN.

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(iv) The subtenant or other user is already a Tenant in the Building, provided Landlord has comparable available space in the Building.

(d) Tenant shall remain primarily liable for all obligations of this Lease in the event it sublets or assigns all or any portion of the Demised Premises.

(e) A subtenant or assignee shall not have the rights to renewal of the Lease of the Demised Premises provided herein or the expansion option provided herein, unless otherwise agreed to in writing by Landlord.

(f) Notwithstanding anything contained in Section 10.01 hereof, any subtenancy arrangement permitted under this Section 10.01 shall be pursuant to a written agreement in form and substance satisfactory to the Landlord and subject to Landlord’s written approval (the “Sublease”) containing terms not inconsistent with the terms of this Lease and complying with the following requirements

(i) The Sublease shall be subject and subordinate to the terms of this Lease. Subtenant shall acknowledge that it has reviewed and agreed to all of the terms of this Lease, and shall agree in the Sublease not to do, or fail to do, anything that would cause Tenant to violate any of its obligations under this Lease.

(ii) The Sublease shall contain a waiver of subrogation against Landlord and shall require the subtenant’s insurance policies to acknowledge such waiver of subrogation.

(iii) The Sublease shall prohibit a sub-sublease of the Demised Premises or the assignment of the Sublease by subtenant, without first obtaining Landlord’s written consent, which consent may be granted or withheld by Landlord consistent with the standards for subleasing set forth in this Section 10.01.

(iv) The Sublease shall provide that, at Landlord’s option, the Sublease shall not terminate in the event that this Lease terminates prior to its scheduled expiration date. The Sublease shall require subtenant to execute an attornment agreement, if Landlord, in its sole discretion, shall elect to have the Sublease continue beyond the date of termination this Lease. Such attornment agreement shall be in form and content acceptable to Landlord.

(v) The Sublease shall provide that unless and until such time as an attornment agreement is executed by subtenant pursuant to clause (iv) above, nothing contained in the Sublease shall create or shall be construed or deemed to create privity of contract or privity of estate between Landlord and subtenant.

(vi) The Sublease shall provide that (x) nothing in the Sublease shall amend or shall be construed or deemed to amend this Lease and (y) Tenant and subtenant shall not amend the Sublease without Landlord’s written consent.

(vii) The Sublease shall contain such other terms as Landlord may reasonably require.

Section 10.02.  Subordination:

(a) At Landlord’s election, this Lease shall be subordinate or superior to the lien of any present or future mortgage irrespective of the time of recording of such mortgage. Landlord may exercise such election by giving notice thereof to Tenant. At the election of Landlord, this clause shall be self-operative and no further instrument shall be required. Upon Landlord’s request, at any time and from time to time, Tenant shall (a) confirm in writing and in recordable form that this Lease is so subordinate or so paramount to the lien of any mortgage and/or (b) execute an instrument making this Lease so subordinate or so paramount (as Landlord may elect) to the lien of any mortgage, in such form as may be required by an applicable mortgagee. The exercise of any of the elections provided in this Section shall not exhaust Landlord’s right to elect differently thereafter, from time to time.

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(b) Landlord shall use its best efforts to obtain from any Mortgagee a non-disturbance agreement in favor of the Tenant which recognizes this Lease and agrees not to disturb Tenant’s possession of the Demised Premises as provided in this Lease, in each case for so long as the Tenant is not in default under this Lease, and provided the Tenant agrees to attorn to the said Mortgagee in the event it comes into possession of the premises.

(c) Landlord shall have the right to assign Tenant’s Rent payments to any Mortgagee. Upon prior written notice from Landlord, Tenant shall make payments directly to such assignee.

Section 10.03.  Attornment:

If the Demised Premises, the Building or the Land are encumbered by a Mortgage and such Mortgage is foreclosed, or if same are sold pursuant to such foreclosure or by reason of a default under said Mortgage, (a) Tenant shall not disaffirm this Lease or any of its obligations hereunder, and (b) at the request of the applicable Mortgagee or purchaser at such foreclosure or sale, Tenant shall attorn to such Mortgagee or purchaser and may execute a new lease for the Demised Premises setting forth all of the provisions of this Lease (including the covenant of quiet enjoyment) except that the term of such new lease shall be for the balance of the Term.

Section 10.04.  Transfer of Landlord’s Interest:

The term “Landlord” as used in this Lease means only the owner or the mortgagee in possession of the Demised Premises, the Building or the Real Estate for the time being. In the event of any sale (including any sale-leaseback) of the Demised Premises, the Building or the Real Estate, Landlord shall be and hereby is entirely freed and relieved of all of its covenants, obligations and liability hereunder, provided the transferee assumes all of Landlord’s obligations hereunder. This subsection shall be applicable to each owner from time to time, and shall not be limited to the first owner of the Demised Premises, the Building or the Real Estate.

Section 10.05.  Mortgagee’s Rights:

If Landlord shall notify Tenant that the Demised Premises, the Building or the Land are encumbered by a Mortgage and in such notice (a) set forth the name and address of the Mortgagee thereof and (b) direct Tenant to provide Mortgagee with a copy of notices delivered by Tenant, then, notwithstanding anything to the contrary contained herein, no notice intended for Landlord shall be deemed properly given unless a copy thereof is simultaneously sent to such Mortgagee by certified or registered mail, return receipt requested or other method of delivery that Tenant may use hereunder. If any Mortgagee shall perform any obligation that Landlord is required to perform hereunder, such performance by Mortgagee, insofar as Tenant is concerned, shall be deemed performance on behalf of Landlord and shall be accepted by Tenant as if performed by Landlord.

Section 11.01.  Use of Common Area:

During the Term, the following privileges to use certain portions of the Real Estate in common with Landlord and any designee of Landlord, subject to the terms of this Lease and Landlord’s Rules and Regulations, are hereby granted to Tenant:

(a) the non-exclusive license to permit its employees, agents and invitees to use the Common Area as defined under 2.01; and

(b) the non-exclusive privilege to permit its employees, agents and invitees to use the entrance and exit ways designated by Landlord from time to time for access to the Demised Premises from a public street or highway adjacent to the Real Estate through the appropriate entrances and exits so designated.

Section 11.02.  Landlord’s Rights:

Notwithstanding anything to the contrary contained herein and provided that the exercise of such rights shall not unreasonably interfere with Tenant’s access to the Demised Premises or unreasonably interfere with the rights granted to Tenant under this Lease, Landlord shall have the right:

(a) to close all or any portion of the Common Area including the Parking Area to such extent as may, in the opinion of Landlord’s counsel, be necessary to prevent a dedication thereof or the accrual of any rights of any person or the public therein; provided, however, that with respect to any closure of the Parking Area, Landlord provides an equivalent amount of substitute parking;

(b) to close all or any portion of the Common Area;

(c) to prohibit parking or passage of motor vehicles in areas previously designated for such and to change the location of exclusively marked parking spaces provided Landlord provides an equivalent amount of substitute parking;

(d) to temporarily close any of the Common Area for repair, maintenance, alteration or improvements;

(e) to build additions to the Building or erect additional buildings on the Common Area or the Land;

(f) to create paths, walks or other means of cross ac­cess through the Land.

Landlord will give Tenant reasonable advance notice of any contemplated stoppage of any service or amenity of the Real Estate or Building and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

Section 11.03.  License Numbers:

In order to restrict the use by Tenant’s employees of areas designated or which may be designated by Landlord as handicapped, reserved or restricted Parking Areas, Tenant agrees that it will, at any time requested by Landlord, furnish Landlord with the License numbers of any vehicle of Tenant and Tenant’s employees or agents.

Section 11.04.  Landlord’s Obligation with Respect to Parking Area:

Throughout the Term, Landlord shall keep the Parking Area properly paved and in good order and repair, properly drained and shall provide painted stripes to designated parking spaces. After the end of a snowfall, Landlord will commence to remove accumulated snow and ice from the Parking Area and diligently prosecute the same to completion so that, to the extent practicable, the Parking Area shall be reasonably free of snow and ice. Landlord may deposit accumulated snow on such portions of the Common Area as may be necessary under the circumstances. If any ice cannot be removed with reasonable effort on the part of Landlord, it will be sufficient for Landlord to spread sand and other abrasive substances over the ice.

Section 12.01.  Rent Abatement:

If the Building or Demised Premises shall be partially damaged or destroyed by fire or other casualty not attributable to the fault, negligence or misuse of Tenant, its agents or employees, the Rent payable hereunder shall be abated to the extent that the Demised Premises shall have been rendered untenantable and for the period from the date of such damage or destruction to the date the Demised Premises is rendered tenantable. Should Tenant reoccupy a portion of the Demised Premises during the period any restoration work is taking place and prior to the date same is made completely tenantable, Rent allocable to such portion shall be payable by Tenant from the date of such partial occupancy.

Section 12.02.  Option to Terminate:

If the Building or the Demised Premises shall be damaged or destroyed by fire or other casualty (in the former case, whether or not the Demised Premises are damaged or destroyed) so as to require an expenditure in Landlord’s reasonable opinion of more than 40% of the full insurable value (determined prior to the casualty) of the Building or Demised Premises as the case may be, then in either such case, Landlord may terminate this Lease by giving Tenant written notice within ninety (90) days after the date of the casualty, specifying the date of termination of this Lease. In such event, Tenant shall forthwith quit, surrender and vacate the premises without prejudice, however, to Landlord’s rights and remedies against Tenant as of the date of termination or as to those rights which survive such termination. In the event of termination, the Rent payable hereunder shall be abated from the date of damage or destruction and subject to the previous sentence, Tenant shall have no liability to Landlord for Rent with respect to periods subsequent to the termination of the Lease.

Section 12.03.  Landlord’s Obligation to Rebuild:

If all or any portion of (a) the Demised Premises or access thereto or (b) portions of the Building affecting Tenant’s enjoyment of the Demised Premises, is damaged by fire or other casualty and if Landlord has not elected to terminate this Lease, Landlord shall, promptly after such occurrence, use commercially reasonable efforts to repair or rebuild the Demised Premises, Building or such portion or access thereto to substantially its condition immediately prior to the Commencement Date to the extent permitted by applicable laws. Tenant may terminate this Lease by giving written notice to Landlord, if Landlord has not commenced the required repairs within ninety (90) days or has not restored and rebuilt the Demised Premises as herein provided within twelve (12) months from the date of such damage or destruction and such delay is due to Landlord’s fault. Landlord shall not be obligated to expend in such repair or rebuilding any sums greater than the proceeds of any insurance policy carried by Landlord or for Landlord’s benefit.

Section 12.04.  Landlord’s Liability:

Landlord shall not be obligated to pay any damages, compensation or claim for inconvenience, loss of business or annoyance arising from any casualty, or repair or restoration of any portion of the Demised Premises or of the Building pursuant to this Article.

Section 13.01.  Definitions:

As used herein, the following words have the following meanings:

(a) Taking: The deprivation of or damage to the Demised Premises, the Building or the Land or any portion thereof, as the result of the exercise by a governmental authority of any power of eminent domain, condemnation, or the purchase by purchaser under threat thereof.

(b) Taking Date: With respect to any Taking, the date on which the condemning authority or purchaser under threat shall have the right to possession of the Demised Premises, the Building or the Land or any portion thereof.

(c) Award: The proceeds of any Taking, less all expense in connection therewith, including reasonable attorneys’ fees.

Section 13.02.  Taking of Demised Premises:

(a) In the event of a Taking of the whole of the Building, Land or a substantial portion of the Demised Premises, other than a Taking for temporary use, this Lease shall automatically terminate as of the Taking Date. Temporary use shall be considered to be a use not exceeding, or not reasonably expected to exceed from the first day of Taking, one hundred eighty (180) days.

(b) In the event of a Taking of 40% of the Building, 40% of the Land or 50% of the Demised Premises, Landlord, at its sole option, may terminate this Lease by giving written notice to the other party anytime between the period three (3) months prior to the Taking Date and three months after such date. The termination of the Lease shall be effective three months after such notice is received or such earlier date as mutually agreed to in writing between Landlord and Tenant. Tenant shall have no liability to Landlord for Rent with respect to periods subsequent to the termination of the Lease pursuant to this Section 13.02 (it being understood for purposes of clarification that the foregoing shall not affect those rights or obligations which by the terms of this Lease survive termination of this Lease).

Section 13.03.  Taking for Temporary Use:

If there is a Taking of the Demised Premises for temporary use, this Lease shall continue in full force and effect, and Tenant shall continue to comply with all the provisions thereof, except as such compliance shall be rendered impossible or impracticable by reason of such Taking. Rent shall be abated during the course of such Taking to the extent and for the period of time that the Demised Premises shall have been rendered untenantable.

Section 13.04.  Disposition of Awards:

All Awards shall belong to Landlord without any participation by Tenant. Tenant shall have the right to make an independent claim against the applicable governmental authority for the cost of Tenant’s furniture, fixtures, unamortized value of Tenant’s leasehold improvements (but only to the extent such value exceeds the Tenant Work Allowance) and moving expenses in connection with such Taking; provided that such independent claim does not affect the Award to Landlord.

Section 14.01. General Insurance:

(a) At all times during the Term of this Lease, Tenant shall carry and maintain, at Tenant’s expense, the insurance required hereunder, in the amounts specified in this Article (and without any deductible) or such other amounts and in form and substance as Landlord may from time to time reasonably request, issued by an insurance company reasonably satisfactory to Landlord. Upon the execution of this Lease, and from time to time as requested by Landlord, Tenant shall deliver to Landlord certificates of all insurance policies required to be carried hereunder with evidence of payment of applicable premium. All policies shall name Landlord, Landlord’s direct and indirect subsidiaries, divisions and affiliates, Landlord’s members, if applicable, and all mortgagees, as additional insureds.

(b) Each policy so issued shall expressly provide: (i) that it may not be cancelled for nonpayment, or for other reason without thirty (30) days’ advance written notice to Landlord; (ii) that the insurance company shall not fail to renew the policy without thirty (30) days’ advance written notice to Landlord; (iii) that no material change may be made in the policy; and (iv) that it is not subject to invalidation as to Landlord’s interest by reason of any act or omission of Tenant.

(c) The term “insurance policy” shall include any extensions or renewals of such insurance policy.

(d) Landlord shall maintain insurance coverage for the Building and Land as it deems necessary, and Tenant shall not do or permit to be done any act or thing upon the Real Estate which would (i) jeopardize or be in conflict with fire insurance policies covering the Building and fixtures and property on the Land, (ii) increase the rate of fire or other casualty insurance applicable to the Real Estate to a rate higher than it otherwise would be for general office use of the Building, or (iii) subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation Tenant carries on upon the Real Estate.

Section 14.02. Liability Insurance:

Tenant shall provide on or before it enters the Demised Premises for any reason and shall keep in force during the Term for the benefit of Landlord and Tenant, liability insurance naming Landlord and any designee of Landlord as additional insureds. The policy shall protect Landlord, Tenant and any designee of Landlord against any liability occasioned by any occurrence on or about the Demised Premises or any appurtenance thereto or arising from any of the items indicated in Section 15.01 against which Tenant is required to indemnify Landlord. Such policy is to be written in a combined single limit of at least $1,000,000.00 for injury or death to one or more than one person arising from any one occurrence and in the amount of $1,000,000.00 with respect to property damages. In addition, Tenant shall maintain and provide a $10,000,000.00, umbrella policy on terms Landlord specifies.

Section 14.03. Fire Insurance:

Tenant shall insure and keep its equipment, personal property and all leasehold improvements benefiting the Demised Premises or elsewhere on the Real Estate insured against damage by fire, water and other casualties and risks covered by “All Risk” insurance. Landlord will not carry insurance of any kind on Tenant’s equipment or personal property, and, except as provided by law or by reason of its fault or its breach of any of its obligations hereunder, shall not be obligated to repair any damage thereto or replace the same.

Section 14.04.  Worker’s Compensation Insurance:

Tenant shall maintain worker’s compensation insurance insuring against and satisfying Tenant’s obligations and liabilities under the applicable worker’s compensation laws.

Section 14.05.  Other Insurance:

Tenant shall carry insurance against such other hazards and in such amounts as may be customarily carried by tenants of similar properties, as Landlord may reasonably require for its protection from time to time.

Section 14.06.  Waiver of Subrogation:

Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant each hereby releases the other, its officers, directors, employees and agents from liability or responsibility (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage to property covered by valid and collectible fire insurance policy with standard extended coverage endorsement, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for, whom such party may be responsible to the extent of insurance proceeds. Landlord and Tenant each agrees that any fire and extended coverage insurance policies carried by each of them respectively and covering the Demised Premises or their contents will include such a clause or endorsement.

Section 14.07. Insurance Rate:

If, as a direct result of (a) any act or omission by Tenant or violation of any terms of this Lease; (b) the use to which Tenant has put Demised Premises; or (c) Tenant’s failure to comply with Landlord’s insurance requirements, Landlord’s insurance rates applicable to the Real Estate are raised, Tenant shall reimburse Landlord, on demand, for the increased cost of Landlord’s insurance premiums, which comprise part of Rent. For the purposes of this Section, any finding or schedule of the fire insurance rating organization having jurisdiction over the Real Estate shall be deemed to be conclusive.

Section 14.08.  Toxic Materials:

Tenant will not store, use, generate, manufacture, produce, release, discharge or dispose of any toxic or hazardous materials in, on, or about the Demised Premises or the Real Estate. Tenant will be solely responsible for and will defend, indemnify and hold Indemnified Parties (as defined in Section 15.01(a) of this Lease) from and against all claims, judgments, actions, costs, penalties, damages and liabilities, including attorneys’ fees and costs, arising out of or in connection with Tenant’s (and its agents’) storage, use and disposal of toxic and hazardous materials. Tenant will be solely responsible for and will defend, indemnify and hold Indemnified Parties harmless from and against any and all claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with the removal, clean-up and restoration work and materials necessary to return the Demised Premises and any other property of whatever nature located on the Real Estate to the condition existing prior to such storage, use, generation, manufacture, production, release, discharge or disposal of toxic or hazardous materials. Tenant’s obligations under this Section will survive the termination of this Lease.

Section 15.01.  Indemnification

(a) Tenant hereby indemnifies and agrees to defend and hold Landlord, its affiliates and each of their respective shareholders, members, officials, directors, employees, representatives, servants and agents, and any Mortgagee (each, an “Indemnified Party” , and collectively, the “Indemnified Parties”) harmless from and against any and all claims, suits, proceedings, fees, penalties, actions, causes of action, responsibilities, liabilities, payments, demands and expenses (including attorneys’ fees and disbursements) of any nature whatsoever relating to or arising from:

Tenant shall defend any actions, suits and proceedings which may be brought against any Indemnified Party with respect to the foregoing or in which they may be impleaded. Tenant shall pay, satisfy and discharge any judgments, orders and decrees which may be recovered against any Indemnified Party in connection with the foregoing.

(b) The rights to indemnification set forth in this Section 15.01 shall be in addition to and not in lieu of any other rights to indemnification set forth in this Lease, and shall survive the Expiration Date or other termination hereof. Landlord (on behalf of itself and any applicable Indemnified Party) shall promptly notify Tenant of any claims for which Landlord seeks indemnification pursuant to this Section 15.01. Notwithstanding anything else set forth in this Section 15.01, Tenant shall not be required to provide any indemnity to the Indemnified Parties for damage or injury to the extent caused by or arising from the gross negligence or willful misconduct of the Landlord or any of the other Indemnified Parties.

Section 15.02.  Waiver and Release:

(a) Tenant hereby waives and releases all claims against Landlord with respect to all matters for which Landlord has disclaimed liability pursuant to the provisions of this Lease.

(b) Tenant will not be entitled to make, nor will Tenant make, any claim, and Tenant waives any claim, for money damages (nor will Tenant claim any money damages by way of setoff, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord has unreasonably withheld or unreasonably delayed its consent or providing for such consent or approval. Tenant’s sole remedy will be an action or proceeding to enforce any such provision, or for specific performance, injunction or declaratory judgment.

Section 15.03.  Liability of Landlord:

(a) Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for (i) any injury or damage to Tenant or to any other person or (ii) any damage to, or loss (by theft or otherwise) of, any property of Tenant or any other person, irrespective of the cause of such injury, damage, or loss, unless in either case (i) or (ii) above, to the extent caused by or due to the willful misconduct or gross negligence of Landlord, its agents or employees.

(b) Landlord, and (in case Landlord shall be a joint venture, limited liability company, partnership, tenancy-in-common, association or other form of joint ownership) the members of any joint venture, limited liability company, partnership, tenancy-in-common, association or other form of joint ownership shall have absolutely no personal liability with respect to any provision of this Lease, or any obligation or liability arising therefrom or in connection therewith. Tenant shall look solely to the equity of the owner in the Real Estate or to any insurance which Landlord is obligated to provide under the terms of this Lease for the satisfaction of any remedies of Tenant in the event of a breach by Landlord of any of its obligations. Such exculpation of liability shall be absolute and without any exception whatsoever.

(c) All property (whether real, personal or mixed) at any time located in or upon the Demised Premises shall be at the risk of Tenant only, and Landlord shall not become liable for any damage to said property or to Tenant, or to any other property, caused by water, leakage, steam, sewerage, gas or odors or for any damage whatsoever done or occasioned by or from any boiler, plumbing, gas, water, steam or other pipes, or any fixtures or equipment or appurtenances whatsoever, or for any damage arising from any act or neglect or arising by reason of the use of, or any defect in, the Demised Premises or any of the fixtures, equipment or appurtenances therein contained, or by the Act or neglect of any other person or caused in any other manner whatsoever or occasioned by theft, Act of God, riot, strike or other labor difficulty, except to the extent caused by or due to the willful misconduct or gross negligence of Landlord, its agents or employees.

(d) Except as otherwise expressly provided herein, this Lease and the obligations of Tenant hereunder shall be in no way affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease.

Section 16.02.  Landlord’s Remedy:

At any time after the occurrence of an Event of Default, Landlord may give written notice to Tenant specifying such Event(s) of Default and stating that the Lease and Term shall terminate 5 days from the giving of such written notice, at which time this Lease and the Term and all of the right, title and interest of Tenant hereunder shall wholly cease and expire, and Tenant shall quit and surrender the Demised Premises to Landlord. Notwithstanding such termination, surrender, and the expiration of Tenant’s right, title, and interest, Tenant’s liability and responsibility under all of the provisions of this Lease shall continue, subject to the provisions of Section 16.05 hereof to the extent applicable.

Section 16.03.  Landlord’s Re-Entry

If this Lease shall be terminated as provided in Section 16.02, above, Landlord, or its agents or employees, may re-enter the Demised Premises at any time and remove therefrom Tenant, Tenant’s Agents, and any subtenants, licensees, concessionaires or invitees, together with any of its or their property, either by summary dispossession proceedings or by any suitable action or proceeding at law. In the event of such termination, Landlord may repossess and enjoy the Demised Premises. Landlord shall be entitled to the benefits of all provisions of law respecting the speedy recovery of lands and tenements, or proceedings in forcible entry and detainer. Tenant waives any rights to the service of any notice of Landlord’s intention to re-enter provided for by any present or future law. Landlord shall not be liable in any way in connection with any action it takes pursuant to the foregoing. Notwithstanding any such re-entry, repossession, dispossession or removal, Tenant’s liability and responsibility under all of the provisions of this Lease shall continue, subject to the provisions of Section 16.05 hereof to the extent applicable.

Section 16.04.  Landlord’s Additional Remedies:

(a) In case of re-entry, repossession or termination of this Lease, whether the same is the result of the institution of summary or other proceedings, Tenant shall remain liable (in addition to accrued liabilities) to the extent legally permissible for: (i) the Rent, and all other charges provided for herein until the date this Lease would have expired had such termination, re-entry or repossession not occurred; and all expenses which Landlord may have incurred in re-entering the Demised Premises, repossessing the same; making good any Event of Default; painting, altering or dividing the Demised Premises; combining or placing the same in proper repair; protecting and preserving the same by placing therein watchmen and caretakers; re-letting the same (including attorneys’ fees and disbursements, marshall’s fees, brokerage fees, in so doing); and any expenses which Landlord may incur during the occupancy of any new tenant; less (ii) the net proceeds of any re-letting. Tenant agrees to pay to Landlord the difference between items (i) and (ii) hereinabove with respect to each month, at the end of such month. Any suit brought by Landlord to enforce collection of such difference for any one month shall not prejudice Landlord’s right to enforce the collection of any difference for any subsequent month. In addition to the foregoing, Tenant shall pay to Landlord such sums as the court may adjudge reasonable as attorneys’ fees with respect to any successful lawsuit or action instituted by Landlord to enforce the provisions hereof.

(b) Landlord may re-lease the whole or any part of the Demised Premises for the whole of the unexpired period of this Lease, or longer, or from time to time for shorter periods, for any rental then obtainable, giving such concessions of rent and making such special repairs, alterations, decorations and paintings for any new tenant as it may in its sole and absolute discretion deem advisable and may collect and receive the rents therefor. Landlord shall use commercially reasonably efforts to mitigate damages of any early termination of this Lease and attempt to re-lease or re-let the Demised Premises.

Section 16.05.  Agreed Final Damages:

If Landlord so elects, Tenant shall pay Landlord, on demand, as liquidated and agreed final damages, the Rent and all other charges which would have been payable by Tenant from the date of such demand to the date when this Lease would have expired if it had not been terminated as aforesaid. Upon payment of such liquidated and agreed final damages, Tenant shall be under no further liability with respect to the period after the date of such demand.

Section 16.06.  Waiver of Right of Redemption:

Tenant hereby expressly waives (to the extent legally permissible), for itself and all persons claiming by, through, or under it, any right of redemption or for the restoration of the operation of this Lease under any present or future law in case Tenant shall be dispossessed for any cause, or in case Landlord shall obtain possession of the Demised Premises as herein provided.

Section 16.07.  Landlord’s Right to Perform for Account of Tenant; Letter of Credit:

(a) If an Event of Default shall occur hereunder, Landlord may, at any time, cure said Event of Default for the account and at the expense of Tenant. Tenant shall pay, on demand, to Landlord, with interest as required by Section 20.09 hereof, the amount so paid, expended, or incurred by Landlord and any expense of Landlord, including reasonable attorneys’ fees, incurred in connection with such Event of Default; and all of the same shall be deemed to be Additional Rent.

(b) If an Event of Default shall occur hereunder, without limiting any other remedy Landlord otherwise may have under this Lease, Landlord shall be entitled to draw upon all or any portion of the Letter of Credit in order to satisfy any obligations of Tenant owing under this Lease.

(c) In the event (i) Landlord shall have received notice that an existing Letter of Credit has not been renewed and Tenant shall not have provided a replacement Letter of Credit as required by Section 1.04 hereof or (ii) Tenant is in breach of Section 1.04(b) hereof, then in each case, without limiting any other remedy Landlord otherwise may have under this Lease, Landlord shall also be entitled to draw upon all or any portion of the Letter of Credit and hold such amounts drawn as security for Tenant’s obligations under the Lease. Any amount drawn as provided in the immediately preceding sentence shall be held by Landlord as security for the full and faithful performance by Tenant of all of its obligations under this Lease or in connection with this Lease, and such amount shall be referred to herein as the “Security Deposit.” If an Event of Default has occurred, Landlord may use, apply or retain the whole or any part of the Security Deposit for the payment of (i) Rent or any other sums of money which Tenant may not have paid or which may become due after the occurrence of the Event of Default; (ii) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease; or (iii) any sum which Landlord may expend or be required to expend by reason of such Event of Default, including any damages or deficiency in the re-letting of the Demised Premises in connection with Article XVI hereof. Landlord may use, apply or retain the whole or any part of the Security Deposit for the repair of damage to the Demised Premises upon Tenant’s surrender of the Demised Premises on the Expiration Date. The use, application or retention of the Security Deposit or portion thereof by Landlord shall not prevent Landlord from exercising any other right or remedy provided for hereunder or at law shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. The Security Deposit shall bear no interest. If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant within sixty (60) days after the Expiration Date or upon any later date after which Tenant has vacated the Demised Premises. In the absence of evidence satisfactory to Landlord of any assignment of the right to receive the Security Deposit or the remaining balance thereof (including interest earned thereon), Landlord may return the Security Deposit to the original Tenant regardless of one or more assignments of Tenant’s interest in such Security Deposit. In such event, upon the return of such Security Deposit or balance thereof to the original Tenant, Landlord shall be completely relieved of liability hereunder. Tenant covenants and agrees that it shall not assign, pledge, hypothecate, mortgage or otherwise encumber the Security Deposit during the Term of the Lease. The Security Deposit may be transferred to any purchaser of Landlord’s interest in the Building or the Real Estate, provided as a condition of such transfer, the transferee assumes, in writing, the obligation to hold the same pursuant to this Section 16.07 and upon such transfer, Landlord shall be relieved of any obligation with respect thereto.