LEASE AGREEMENT BETWEEN Liberty Healthcare Group, Inc. Lessor, -AND- Digital Domain Holdings Corporation, Lessee. DATED: November 23, 2010

(t)      Condominium Association: Liberty Lane Condominium Association, Inc.

7.3           Requirements for Lessee’s Maintenance and Alterations. All maintenance and repair, and any Alterations, performed by, on behalf of or for the account of Lessee (a) must not, individually or in the aggregate, lessen the Fair Market Value of the Building or adversely affect the usefulness of the Building for use as a warehouse and office building, (b) shall be completed expeditiously in a good and workmanlike manner, and in compliance with all applicable Legal and Insurance Requirements and the Condominium Instruments, and (c) shall be performed by contractors approved by Lessor to the extent such work involves any work to any electrical, mechanical, plumbing or other system of the Building, any work to the outside of the Building, any work to the roof of the Building or any work to any structural element of the Building.

7.4         (a)           Permitted Alterations. If there is no default by Lessee under this Lease, Lessee may, after notice to Lessor and submission of plans and specifications, make interior, non-structural Alterations which do not constitute Major Work.

(b)           Lessor’s Consent to Alterations. Lessee shall not make any addition, improvement or alteration of the Land or of the Building or Property. In addition, Lessee shall not make any Alteration having an aggregate cost in excess of $10,000, or affecting, altering, interfering with or disrupting any electrical, mechanical, plumbing or other system of the Building, or affecting the outside appearance, the roof, the ingress to or the egress from the Premises and/or any structural element of the Building (any such work being hereinafter referred to as “Major Work”), unless Lessee submits to Lessor and Condominium Association detailed plans and specifications therefor and Lessor and Condominium Association approve such plans and specifications in writing (which such approval shall be at Lessor’s and Condominium Association’s sole discretion). In addition to all other rights and remedies available to Lessor and Condominium Association, Lessor and Condominium Association may require Lessee to immediately remove any Major Work performed without Lessor’s or Condominium Association’s consent.

(c)           Building Systems. Notwithstanding anything contained in this Lease to the contrary, Lessor and Condominium Association reserve the right to require Lessee to use Lessor’s or Condominium Association’s designated engineers and/or contractors in connection with Lessee’s Major Work affecting, altering, interfering with or disrupting any electrical, mechanical, plumbing or other system of the Building deemed critical by Lessor or Condominium Association, or affecting the outside appearance, the roof, the ingress to or the egress from the Premises and/or any structural element of the Building unless in the reasonable judgment of Lessor and Condominium such contractor and or engineer can be someone designated by Lessee, but which in any such event must nonetheless be subject to the final approval of Lessor and Condominium.

7.5           (a)           Surrender of Alterations. All Alterations shall, upon installation, become the property of Lessor and shall be deemed part of, and shall be surrendered with, the Premises, unless Lessor, by notice given to Lessee at least thirty (30) days prior to the Termination Date, elects to relinquish Lessor’s right thereto. If Lessor elects to relinquish Lessor’s right to any Alteration, Lessee shall remove such Alteration, shall promptly repair any damage to the Premises caused by the installation or removal of such Alteration, and shall restore the Premises to the condition existing prior to the installation of said Alteration; all such work shall be done prior to the Termination Date.

(b)           Removal of Improvements. At any time during the Term, Lessee may install, place or reinstall in, or replace and remove from, the Premises any trade equipment, machinery and personal property belonging to Lessee (such trade equipment, machinery and personal property shall not become the property of Lessor), provided that (i) Lessee shall repair all damage caused by such installation or removal, and (ii) Lessee shall not install any equipment, machinery or other items upon the roof of the Building or make any openings on or about such roof.

8.1           Permitted Use. Lessee shall not use, or suffer or permit the use of, the Premises or any part thereof by anyone for any purposes other than for the Permitted Use, but subject to Section 8.2 hereof and the Condominium Instruments.

8.2           Prohibited Uses. Lessee shall not use, or suffer or permit the use of, the Premises or any part thereof in any manner or for any purpose or do, bring or keep anything, or suffer or permit anything to be done, brought or kept, therein (including, but not limited to, the installation or operation of any electrical, electronic or other equipment) (a) which contravenes the certificate of occupancy for the Building or the Premises or the Condominium Instruments; (b) which could cause an overload of the electrical or mechanical systems of the Building or the Premises, which could exceed the floor load per square foot which the floor was designed to carry and which is allowed by Legal Requirements or which could adversely impact the structural integrity of any floors or ceilings; (c) which in the reasonable judgment of the Lessor, may in any way impair or interfere with the proper and economic heating, air conditioning of the Building; (d) which, in the reasonable judgment of Lessor, would in any way impair or tend to impair or exceed the design criteria, the structural integrity, character, appearance or Fair Market Value of the Building, or result in the use of the Building or any component thereof (including, without limitation, any plumbing components) in a manner or for a purpose not intended, or which, in the reasonable judgment of Lessor, may be prejudicial to the business of Lessor; or (e) which in the reasonable judgment of Lessor, may in any way interfere with the use or occupancy of any portion of the Building outside of the Premises by Lessor or any other tenant or occupant of the Building.

8.3           Parking. (a) Provided no default has occurred on Lessee’s part, Lessee shall have a nonexclusive license (the “License”) during the term of this Lease to park on the Property up to the number of cars and trucks indicated in the Basic Lease Provisions belonging to Lessee or Lessee’s Visitors. Lessor or Condominium Association shall be responsible to Lessee for enforcing all parking rules, regulations or restrictions applicable to the Property. Nothing contained in this Lease shall be deemed to create liability upon Lessor or the Condominium Association for any damage to motor vehicles on the Property or for any loss of property from within those motor vehicles, or for any injury in the parking area on the Property to Lessee or Lessee’s Visitors, except to the extent determined to be caused by the negligence or willful misconduct of Lessor. Lessee shall acquaint its and any sublessee’s employees with any parking rules and regulations promulgated by Lessor or the Condominium Association and Lessee assumes responsibility for compliance by said employees with such parking provisions, and shall be liable to Lessor or the Condominium Association for all unpaid parking charges, if any, incurred by said employees.

(b)           Any of the following actions shall be deemed a material Default under this Lease: the use of any more than the number of Parking Spaces by Lessee or Lessee’s Visitors; the parking other than in marked parking spaces by Lessee or Lessee’s Visitors, or the maintenance, repair or cleaning of any vehicle in the parking areas by Lessee or Lessee’s Visitors. In any of such events, Lessor or the Condominium Association may suspend or revoke the License as to any offenders if such practice continues after written notice from Lessor or the Condominium Association; and/or Lessor and Condominium Association may exercise such other remedies as are provided in this Lease or the Condominium Instruments. If Lessee or Lessee’s Visitors park illegally or in areas designated for use by others, or in driveways, fire lanes or areas not striped for general parking, then Lessor or Condominium Association may charge Lessee Fifty Dollars ($50.00) per day for each instance each motor vehicle is so parked. In addition, Lessee authorizes Lessor and the Condominium Association to tow away from the Property, at Lessee’s sole cost and expense, vehicles used by Lessee or Lessee’s Visitors and/or to attach violation stickers or notices to any motor vehicles used by Lessee or Lessee’s Visitors parked illegally or in violation of this Article or any parking rules and regulations promulgated by Lessor or the Condominium Association.

(c)           If the number of parking spaces in the parking area on the Property is reduced by circumstances beyond the reasonable control of Lessor or the Condominium Association, the number of Parking Spaces indicated in the Basic Lease Provisions shall be reduced proportionately. Lessor and the Condominium Association reserves the right, from time to time, on reasonable grounds, to assign and re-assign to Lessee and other tenants of the Building specific parking spaces, and to relocate any assigned or reserved spaces, and Lessee agrees to be bound thereby.

8.4           Permits, Licenses and Authorizations. Lessee shall obtain, at its sole cost and expense, all permits, licenses or authorizations of any nature required in connection with the operation of Lessee’s business at the Premises, including, without limitation, any work or Alterations performed therein.

10.1         Compliance. Lessee will (i) comply with all Legal and Insurance Requirements applicable to the Building, Premises or Lessee’s use or occupancy thereof, and (ii) maintain and comply with all permits, licenses and other authorizations required by any governmental authority for its use of the Premises and for the proper operation, maintenance and repair of the Premises or any part thereof. Lessor will join in the application (but at no cost to Lessor) for any permit or authorization with respect to Legal Requirements, if such joinder is necessary.

10.2         Increases in Insurance Premiums. Lessee shall not do, or permit to be done, anything in or to the Premises, or bring or keep anything therein which will, in any way, increase the cost of fire or public liability insurance on the Premises, or invalidate or conflict with the fire insurance or public liability insurance policies covering the Premises or any personal property kept therein by Lessor, or obstruct or interfere with the rights of Lessor or of other tenants, or in any other way injure Lessor or other tenants, or subject Lessor or the Condominium Association to any liability for injury to persons or damage to property, or interfere with good order of the Building. Any increase in fire insurance premiums on the Premises or the contents within the Building, or any increase in the premiums of any other insurance carried by Lessor or the Condominium Association in connection with the Building or the Premises, caused by the use or occupancy of the Premises, or violation of Legal Requirements or Insurance Requirements, by Lessee, and any expense or cost incurred in consequence of the negligence, carelessness or willful action of Lessee, shall be Additional Rent and paid by Lessee to Lessor within ten (10) days of demand therefor.

11.1         Environmental Laws. Lessee shall comply, at its sole cost and expense, with all Environmental Laws in connection with its use and occupancy of the Premises; provided, however, the provisions of this Article 11 shall not obligate Lessee to comply with the Environmental Laws if such compliance is required solely as a result of the occurrence of a spill, discharge or release of hazardous substances and/or wastes (each a “Discharge”) before the Commencement Date, or if such Discharge was not caused by the act, negligence or omission of Lessee or Lessee’s Visitors.

11.2         Copies of Environmental Documents. Lessee shall deliver promptly to Lessor a true and complete copy of any correspondence, notice, report, sampling, test, finding, declaration, submission, order, complaint, citation or any other instrument, document, agreement and/or information submitted to, or received from, any governmental entity, department or agency in connection with any Environmental Law relating to or affecting Lessee, Lessee’s employees, Lessee’s use and occupancy of the Premises.

11.3         Hazardous Substances and Hazardous Wastes. Lessee shall not cause or permit any hazardous substance or hazardous waste to be brought, kept or stored on or about the Premises, and Lessee shall not engage in, or permit any other person or entity to engage in, any activity, operation or business on or about the Premises which involves the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of hazardous substances and/or hazardous wastes.

11.4         (a)         Discharge. If a Discharge occurs on or from the Premises, Lessee shall give Lessor immediate oral and written notice of such Discharge, describing all relevant facts in reasonable detail. Written notice regarding any Discharge shall include, without limitation, a copy of (i) any notice of a violation, or a potential or alleged violation, of any Environmental Law that is received by Lessee or any sublessee or other occupant of the Premises (collectively, “Occupant”) from any governmental or regulatory agency; (ii) any inquiry, investigation, enforcement, cleanup, removal, or other action that is instituted or threatened by a governmental or regulatory agency against any Occupant relating to any Discharge on or from the Premises; (iii) any claim that is instituted or threatened by any third party against any Occupant relating to any Discharge on or from the Premises; and (iv) any notice of the restriction, suspension, or loss of any environmental operating permit by any Occupant. If any Discharge arose out of or in connection with the use and occupancy of the Premises by any Occupant, or if any Discharge was caused by the act, negligence or omission of Lessee or Lessee’s Visitors, then Lessee shall pay all costs and expenses relating to compliance with applicable Environmental Laws (including, without limitation, the costs and expenses of the site investigations and of the removal and remediation of such hazardous substance or hazardous wastes).

(b)         Lessor’s Cleanup Rights. Without relieving Lessee of its obligations under this Lease and without waiving any default by Lessee under this Lease, Lessor shall have the right, but not the obligation, to take such action as Lessor deems necessary or advisable to cleanup, remove, resolve or minimize the impact of or otherwise deal with any Discharge. If any Discharge arose out of or in connection with the use and occupancy of the Premises by any Occupant, or if any Discharge was caused by the act, negligence or omission of Lessee or Lessee’s Visitors, then Lessee shall pay to Lessor on demand all costs and expenses incurred by Lessor in connection with any action taken by Lessor.

11.5         (a)         Other. If Lessee’s operations at the Premises now or hereafter or are subject to the provisions of any other Environmental Law, then Lessee agrees to comply, at its sole cost and expense, with all requirements of such applicable Environmental Law to the reasonable satisfaction of Lessor, the Condominium Association and the governmental entity, department or agency having jurisdiction over such matters (including, but not limited to, performing site investigations and performing any removal and remediation required) in connection with (i) the occurrence of the Termination Date, (ii) any termination of this Lease prior to the Termination Date, (iii) any closure, transfer or consolidation of Lessee’s operations at the Premises, (iv) any change in the ownership or control of Lessee, (v) any assignment of this Lease by Lessee or sublease of all or part of the Premises, or (vi) any other action by Lessee which triggers such other Environmental Law.

(b)         Compliance with other Environmental Laws. Lessee further agrees to timely perform its obligations of this Section 11.5 so as to coincide with the Termination Date, or Lessee’s earlier vacation of the Premises. If Lessee fails to fully comply with the applicable provisions of any other Environmental Law prior to the Termination Date, Lessee shall be deemed to be a holdover tenant, shall pay rent at the rate set forth in Section 24.3, and Lessee shall continue to diligently pursue compliance with such other Environmental Law. Upon Lessee’s full compliance with the provisions of such other Environmental Law, Lessee shall deliver possession of the Premises to Lessor in accordance with the provisions of this Lease and such holdover rent shall be adjusted as of said date.

11.6         Indemnification. Lessee hereby agrees, at Lessee’s sole expense, to defend, indemnify and hold Lessor and the Condominium Association harmless from and against any and all claims, losses, liability, damages and expenses (including, without limitation, site investigation costs, removal and remediation costs and attorneys’ fees and disbursements) arising out of or in connection with (i) the use and occupancy of the Premises by any Occupant, (ii) any Discharge by Lessee or Lessee’s Visitors upon the Property, and/or (iii) Lessee’s failure to comply with the provisions of this Article 11.

11.7         Survival. Lessee’s obligations under this Article 11 shall survive the Termination Date.

14.1         (a)         Lessee’s Insurance. Lessee shall obtain, and shall keep in full force and effect during the Term, the following insurance coverages, with insurers which are authorized to do business in the State of Florida and which are rated at least A (Class X) in Best’s Key Rating Guide:

(i)           commercial general liability insurance (including, during any period when Lessee is performing work in or making Alterations to the Premises, coverage for any construction on or about the Premises), against claims for bodily injury, personal injury, death or property damage occurring on, in or about the Premises, or as a result of ownership of facilities located on the Premises, in an amount per occurrence of not less than $5,000,000 combined single limit for any bodily injury, personal injury, death or property damage. If Lessee has other locations that it owns or leases, the policy shall include an aggregate limit per location endorsement;

(ii)          personal property insurance insuring all equipment, trade fixtures, inventory, fixtures and personal property located on or in the Premises covered by the causes of loss - special form (all risk) and, in addition, coverage for flood, earthquake and mechanical breakdown. Such insurance shall be written on a replacement cost basis in an amount equal to one hundred percent (100%) of the full replacement value of the aggregate of the foregoing. Lessee acknowledges that Lessor shall not be obligated to obtain or maintain insurance coverage with respect to any of Lessee’s equipment, trade fixtures, inventory, fixtures and personal properly;

(iii)         workers’ compensation insurance coverage for the full statutory liability of Lessee and employers’ liability insurance with a limit of not less than $500,000 per accident, $500,000 disease, policy limit and $500,000 disease, each employee;

(iv)         business interruption insurance in such amounts as will reimburse Lessee for direct and indirect loss of earnings attributable to those events commonly insured against by reasonable prudent tenants and/or attributable to Lessee’s inability to access or to occupy (all or part of) the Premises; and

(v)          such other insurance with respect to the Premises in such amounts and against such insurable exposures as Lessor deems necessary and prudent or as may be required by any Lender or Master Lessor.

(b)           Policy Requirements. Lessee’s policies of insurance shall be written as primary policy coverage and not contributing with, or in excess of, any coverage which Lessor may carry, and all such policies shall name as additional insured parties (except for workers’ compensation insurance and business interruption insurance) Lessor, Lessor’s Lender(s) the Condominium Association and any other parties named by Lessor as having an interest in the Premises, as their respective interests may appear, and shall be reasonably satisfactory to Lessor. In addition, said policies of insurance (except for workers’ compensation insurance) shall (i) provide that thirty (30) days’ prior written notice of suspension, cancellation, termination, modification, non-renewal or lapse or material change of coverage shall be given to Lessor and that such insurance shall not be invalidated by any act or neglect of Lessor or Lessee or any owner of the Property, nor by any change in the title or ownership of the Property, nor by occupation of the Premises for purposes more hazardous than are permitted by such policy, and (ii) not contain a provision relieving the insurer thereunder of liability for any loss by reason of the existence of other policies of insurance covering the Premises against the peril involved, whether collectible or not. The policies of insurance required to be maintained by Lessee pursuant to Section 14.1(a)(i) shall also include a contractual liability endorsement evidencing coverage of Lessee’s indemnification obligations set forth in Section 14.4. Lessee may not self-insure for any insurance coverage required to be obtained or carried by Lessee under this Lease, and any deductible amounts under any insurance policies required hereunder shall not exceed $10,000. Lessee shall have the right to provide the insurance coverages of Section 14.1(a) in a blanket policy, provided such blanket policy expressly affords coverage to the Premises and to Lessor as required by this Lease. Neither the issuance of any insurance policy required hereunder, nor the minimum limits specified herein with respect to Lessee’s insurance coverage, shall be deemed to limit or restrict in any way Lessee’s liability arising under or out of this Lease.

(c)           Certificates of Insurance. On or before the Commencement Date, Lessee shall deliver to Lessor original or duplicate policies or certificates of the insurers evidencing all the insurance which is required to be maintained hereunder by Lessee, and, within ten (10) days prior to the expiration of any such insurance, original or duplicate policies or certificates evidencing the renewal of such insurance. Lessee’s certificates of insurance shall be: (i) Acord Form 27 with respect to property insurance policies, (ii) Acord Form 25-S with respect to liability insurance policies or successor forms as designated or approved by Lessor. With respect to the notification provisions of any certificate of insurance, Lessee shall require its issuing insurers to provide Lessor thirty (30) days’ prior absolute written notification of suspension, cancellation, termination, modification, non-renewal or lapse or material change of coverage; certificate endorsements to the effect that the insurer will “endeavor” to provide written notice are not acceptable.

(d)           No Separate Insurance. Lessee shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by Section 14.1 unless Lessor is named as an additional insured therein.

(e)           Lessee’s Failure to Maintain Insurance. If Lessee does not purchase the insurance required by this Lease or keep the same in full force and effect, Lessor may, but shall not be obligated to, purchase the necessary insurance and pay the premium. The Lessee shall repay such amounts to Lessor on demand. In addition, Lessor may recover from Lessee and Lessee agrees to pay any and all reasonable expenses (including attorneys’ fees) and damages which Lessor may sustain by reason of the failure of Lessee to obtain and maintain such insurance.

14.2        Lessor’s Insurance. If required by the Condominium Instruments, Condominium Association shall obtain, and shall keep in full force and effect during the Term, insurance coverages, with insurers which are authorized to do business in the State of Florida for property insurance and commercial general liability insurance in such amounts that are customary for buildings of the type as the Building herein.

14.3        Waiver of Subrogation. Each party hereto agrees to have included in each of its insurance policies (insuring the Building in the case of Condominium, and insuring Lessee’s personal property, trade fixtures, equipment and improvements in the case of Lessee, against loss, damage or destruction by fire or other casualty) a waiver of the insurer’s right of subrogation against the other party to this Lease. If such waiver is not enforceable or is unattainable, then such insurance policy shall contain either (i) an express agreement that such policy shall not be invalidated if Condominium or Lessee, whichever the case may be, waives the right of recovery against the other party to this Lease or (ii) any other form for the release of Condominium or Lessee, whichever the case may be. If such waiver, agreement or release shall not be, or shall cease to be, obtainable from Condominium’s insurance company or from Lessee’s insurance company, whichever the case may be, then Condominium or Lessee shall notify the other party of such fact and shall use its best efforts to obtain such waiver, agreement or release from another insurance company satisfying the requirements of this Lease.

14.4         Indemnification. Lessee hereby indemnifies, and shall pay, protect and hold Lessor and Condominium Association harmless from and against all liabilities, losses, claims, demands, costs, expenses (including attorneys’ fees and expenses) and judgments of any nature (except for such of the foregoing as arise from the gross negligence or willful misconduct of Lessor, Condominium Association, its agents, servants or employees), arising, or alleged to arise, from or in connection with, (i) any injury to, or the death of, any person or loss or damage to property on or about the Premises Building or Property, (ii) any violation of this Lease or of any Legal or Insurance Requirement or of the Condominium Instruments, (iii) performance of any labor or services or the furnishing of any materials or other property in respect of the Premises or any part thereof, (iv) the Lessee’s occupancy of the Leased Premises (including, but not limited to, statutory liability and liability under workers’ compensation laws), (v) any breach or default in the performance of any obligation on the Lessee’s part to be performed under the terms of this Lease, (vi) any act or negligence of the Lessee or Lessee’s Visitors, and (vii) all costs, attorneys’ fees, expenses and liability incurred in or about any such claim or any action or proceeding brought thereon, and, in any case, action, or proceeding brought against the Lessor or Condominium Association by reason of any such claim. Lessee, at Lessee’s sole expense, will resist and defend any action, suit or proceeding brought against Lessor or the Condominium Association by reason of any such occurrence by independent counsel selected by Lessee, which is reasonably acceptable to Lessor or Condominium Association, as applicable. Lessor hereby indemnifies, and shall pay, protect and hold Lessee harmless from and against all liabilities, losses, claims, demands, costs, expenses (including attorneys’ fees and expenses) and judgments of any nature (except for such of the foregoing as arise from the gross negligence or willful misconduct of Lessee, its agents, servants or employees), arising, or alleged to arise, from or in connection with, (i) any injury to, or the death of, any person or loss or damage to property on or about the Premises, Building or Property, (ii) any breach or default in the performance of any obligation on the Lessor’s part to be performed under the terms of this Lease, (iii) any act or negligence of the Lessor, and (iv) all costs, attorneys’ fees, expenses and liability incurred in or about any such claim or any action or proceeding brought thereon, and, in any case, action, or proceeding brought against the Lessee by reason of any such claim. Lessor, at Lessor’s sole expense, will resist and defend any action, suit or proceeding brought against Lessee by reason of any such occurrence by independent counsel selected by Lessor, which is reasonably acceptable to Lessee. The obligations under this Section 14.4 shall survive the Termination Date.

14.5         No Claims. Lessee shall not make or bring any claim against Lessor or Condominium Association (a) for any damage to, or loss (by theft or otherwise) of, or loss of use of, any property of Lessee or of any other person except in the case of gross negligence or willful misconduct by Lessor or Condominium Association, or (b) for business interruption or consequential damages, it being understood that Lessee assumes all risk in connection therewith, and Lessor and Condominium Association shall not be liable therefor, for any reason, including the negligence of Lessor or the Condominium Association, its employees, agents, servants or invitees, or the breach by Lessor of any provision of this Lease. Lessor and the Condominium Association are not liable for any claims, costs or liabilities arising out of or in connection with the acts or omissions of any other tenants in the Building or on the Property. The Lessee waives all of its claims against the Lessor and the Condominium Association with respect to the foregoing. The provisions of this Section 14.5 shall survive the Termination Date.

15.           ESTOPPEL CERTIFICATES. At any time and from time to time, upon not less than ten (10) days’ prior notice by Lessor, Lessee shall execute, acknowledge and deliver to Lessor a statement certifying the following: (i) the Commencement Date, (ii) the Termination Date, (iii) the date(s) of any amendment(s) and/or modification(s) to this Lease, (iv) that this Lease was properly executed and is in full force and effect without amendment or modification, or, alternatively, that this Lease and all amendments and/or modifications thereto have been properly executed and are in full force and effect, (v) the current annual Basic Rent, the current monthly installments of Basic Rent and the date on which Lessee’s obligation to pay Basic Rent commenced, (vi) the current monthly installment of Additional Rent for Taxes and Operating Expenses, (vii) the date to which Basic Rent and Additional Rent have been paid, (viii) the amount of the security deposit, if any, (ix) that, to the best of Lessee’s knowledge, neither party to this Lease is in default in the keeping, observance or performance of any covenant, agreement, provision or condition contained in this Lease and no event has occurred which, with the giving of notice or the passage of time, or both, would result in a default by either party, except as specifically provided in the estoppel certificate, (x) that, to the best of Lessee’s knowledge, Lessee has no existing defenses, offsets, liens, claims or credits against the Basic Rent or Additional Rent or against enforcement of this Lease by Lessor, (xi) that Lessee has not been granted any options or rights of first refusal to extend the Term, to lease additional space, to terminate this Lease before the Termination Date or to purchase the Property, except as specifically provided in this Lease, and (xii) such other reasonable matters as the person or entity requesting the certificate may request. Lessee acknowledges and agrees that any estoppel certificate may be relied upon by any mortgagee, or any prospective purchaser, lessee, sublessee, mortgagee or assignee of any mortgage, of the Property or any part thereof. If Lessee fails or otherwise refuses to execute an estoppel certificate in accordance with Article 15, then Lessee shall be deemed to have appointed Lessor an irrevocable power of attorney, coupled with an interest, and Lessor shall be authorized to execute and deliver the required certificate for and on behalf of Lessee, but the exercise of such power shall not be deemed a waiver of Lessee’s default.

16.1         Prohibition. Except as otherwise expressly provided in this Article 16, Lessee shall not sell, assign, transfer, hypothecate, mortgage, encumber, grant concessions or licenses, sublet, or otherwise dispose of any interest in this Lease or the Premises, by operation of law or otherwise, without the prior written consent of Lessor, which shall not be unreasonably withheld. Any consent granted by Lessor in any instance shall not be construed to constitute a consent with respect to any other instance or request. If any portion of the Premises is sublet, used, or occupied by anyone other than Lessee, or if this Lease is assigned by Lessee, Lessor shall have the right to collect rent from the assignee, sublessee, user or occupant, but no such assignment, subletting, use, occupancy or collection shall be deemed a waiver of any of Lessor’s rights under the provisions of this Section 16.1, a waiver of any of Lessee’s covenants contained in this Article 16, the acceptance of the assignee, sublessee, user or occupant as tenant, or a release of Lessee from further performance by Lessee of Lessee’s obligations under the Lease.

16.2         Lessee’s Notice. If Lessee desires to sublet the Premises or to assign this Lease, it shall first submit to Lessor a written notice (“Lessee’s Notice”) setting forth in reasonable detail: (a) the name and address of the proposed sublessee or assignee; (b) the terms and conditions of the proposed subletting or assignment (including the proposed commencement date of the sublease or the effective date of the assignment, which shall be at least thirty (30) days after Lessee’s Notice is given); (c) the nature and character of the business of the proposed sublessee or assignee; (d) banking, financial, and other credit information relating to the proposed sublessee or assignee, in reasonably sufficient detail, to enable Lessor to determine the proposed sublessee’s or assignee’s financial responsibility; and (e) in the case of a subletting, complete plans and specifications for any and all work to be done in the Premises to be sublet.

16.3         Lessor’s Response. Within thirty (30) days after Lessor’s receipt of Lessee’s Notice, Lessor shall notify Lessee whether Lessor (i) consents to the proposed sublet or assignment, (ii) does not consent to the proposed sublet or assignment, or (iii) elects to exercise its recapture right, as described in Section 16.5. Lessor shall have the right to withhold consent to the proposed sublease or assignment if, without limitation of other reasons, (1) the assignee’s or sublessee’s financial condition, in the reasonable judgment of Lessor, is not comparable to that of Lessee, (2) the quantity or location of the space proposed to be sublet or assigned is inappropriate, in the reasonable judgment of Lessor, (3) Lessee is offering to sublet or assign space at a rate that is below the then market rate being charged for space of like availability and quantity by the Lessor, (4) Lessee’s proposed sublease or assignment would be to any existing tenant, sublessee or other occupant of the Building (or to a subsidiary or affiliate), (5) Lessee’s proposed sublease or assignment would be to any prospective tenant (or to a subsidiary or affiliate) with whom Lessor (or an affiliate of Lessor) has negotiated for the leasing of space in the Building or any other building owned by Lessor (or an affiliate of Lessor) during the six (6) month period prior to receipt of Lessee’s Notice, (6) the business of such proposed sublessee or assignee is not compatible with the type of occupancy of the Building, or such business will create increased use of the facilities of the Building, (7) the assignment or sublease may adversely affect the quality or marketability of either the rentable area or the Building, or (8) the proposed assignee or sublessee will or is likely to demean the character of the Building, or its environment, in Lessor’s reasonable judgment.

16.4         Requirements. In addition to the foregoing requirements, no assignment or sublease shall be permitted (a) if, at the effective date of such assignment or sublease, Lessee is in default under this Lease; or (b) unless Lessee agrees, at the time of the proposed assignment or sublease and in Lessee’s Notice, to pay to Lessor, immediately upon receipt thereof, one hundred percent (100%) of all Net Rental Proceeds, of whatever nature, payable by the prospective assignee or sublessee to Lessee pursuant to such assignment or sublease.

16.5         (a)           Recapture. Lessor shall have the right, to be exercised by giving written notice (the “Recapture Notice”) to Lessee within thirty (30) days after receipt of Lessee’s Notice, to recapture the space described in Lessee’s Notice (the “Recapture Space”). The Recapture Notice shall cancel and terminate this Lease with respect to the Recapture Space as of the date stated in Lessee’s Notice for the commencement of the proposed assignment or sublease, as if that date was the Termination Date, and Lessee shall surrender possession of the Recapture Space as of such date. Thereafter, the Basic Rent and Additional Rent shall be equitably adjusted based upon the square footage of the Premises then remaining, after deducting the square footage attributable to the Recapture Space.

(b)         Lessor’s Exercise. If Lessor elects to exercise its recapture right, and the Recapture Space is less than the entire Premises, then Lessor, at its sole expense, shall have the right to make any alterations to the Premises required, in Lessor’s reasonable judgment, to make such Recapture Space a self-contained rental unit. Lessor agrees to perform all such work, if any, with as little inconvenience to Lessee’s business as is reasonably possible; provided, that Lessor shall not be deemed guilty of an eviction, partial eviction, constructive eviction or disturbance of Lessee’s use or possession of the Premises, and shall not be liable to Lessee for same.

16.6         Sublease Requirements and Subletting Profits. In addition to the foregoing requirements, any sublease must contain the following provisions: (a) the sublease shall be subject and subordinate to all of the terms and conditions of this Lease; (b) at Lessor’s option, in the event of cancellation or termination of this Lease for any reason or the surrender of this Lease, whether voluntarily, involuntarily, or by operation of law, prior to the expiration of such sublease, including extensions and renewals of such sublease, the sublessee shall make full and complete attornment to Lessor for the balance of the term of the sublease. The attornment shall be evidenced by an agreement in form and substance satisfactory to Lessor which the sublessee shall execute and deliver at any time within five (5) days after request by Lessor or its successors and assigns; (c) the term of the sublease shall not extend beyond a date which is one day prior to the Termination Date; (d) no sublessee shall be permitted to further sublet all or any portion of the subleased space or to assign its sublease without Lessor’s prior written consent; (e) sublessee shall not be entitled to the right of first refusal to purchase set forth in Section 30.10 below; and (f) the sublessee shall waive the provisions of any law now or subsequently in effect which may give the sublessee any right of election to terminate the sublease or to surrender possession of the space subleased if any proceeding is brought by Lessor to terminate this Lease. Lessee shall pay to Lessor immediately upon receipt thereof, by Lessee, as Additional Rent, one hundred percent of all sums paid or payable to Lessee in connection with the sublease, in excess of the then existing Rent payable by Lessee attributable to the portion of the Premises being subleased, including without limitation, any rent and all other sums or other consideration received by Lessee as a result of the subletting, in whatever form, less reasonable and verifiable expenses (“Subletting Expenses”) for brokerage commissions and new tenant improvements to be made and/or paid by Lessee in connection with such subletting, which Subletting Expenses shall be amortized on a straight-line basis without interest, over the term of such sublease.

16.7         Events Constituting Assignment. Each of the following events shall be deemed to constitute an assignment of this Lease and each shall require the prior written consent of Lessor: (a) any assignment or transfer of this Lease by operation of law; (b) any hypothecation, pledge, or collateral assignment of this Lease; (c) any involuntary assignment or transfer of this Lease in connection with bankruptcy, insolvency, receivership, or similar proceeding; (d) any assignment, transfer, disposition, sale or acquisition of a controlling interest in Lessee to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions; or (e) any issuance of an interest or interests in Lessee (whether stock, partnership interests, or otherwise) to any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related or unrelated transactions, which results in such person, entity, or group holding a controlling interest in Lessee. For purposes of the immediately foregoing, a “controlling interest” of Lessee shall mean fifty percent (50%) or more of the aggregate issued and outstanding equitable interests (whether stock, partnership interests, membership interests or otherwise) of Lessee.

16.8         Assumption. It is a further condition to the effectiveness of any assignment otherwise complying with this Article 16 that the assignee execute, acknowledge, and deliver to Lessor an agreement in form and substance reasonably satisfactory to Lessor assuming all of the obligations of Lessee under this Lease and agreeing that the provisions of this Article 16 shall continue to be binding upon it with respect to all future assignments and deemed assignments of this Lease.

16.9         Lessee Remains Liable. Unless otherwise agreed to in writing by Lessor, no assignment of this Lease nor any sublease of all or any portion of the Premises shall release or discharge Lessee from any liability, whether past, present, or future, under this Lease and Lessee shall continue to remain primarily liable under this Lease.

16.10       Lessor’s Costs and Expenses. Lessee shall reimburse Lessor for all fees, costs and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, which Lessor incurs in reviewing any proposed assignment of this Lease, any proposed sublease of the Premises, and any permits, approvals, and applications for construction within the Premises.

16.11       Deadline for Consummation of Assignment or Sublease. If Lessor consents to any proposed assignment or sublease and Lessee fails to consummate the assignment or sublease to which Lessor consented within ninety (90) days after the giving of such consent, Lessee shall be required again to comply with all of the provisions and conditions of this Article 16 before assigning this Lease or subletting the Premises. If Lessee consummates the assignment or sublease to which Lessor consented within said ninety (90) day period, Lessee agrees that it shall deliver to Lessor a fully executed, duplicate original counterpart of the assignment or sublease agreement within ten (10) days of the date of execution of such item.

16.12       No Liability. Lessee agrees that under no circumstances shall Lessor be liable in damages or subject to liability by reason of Lessor’s failure or refusal to grant its consent to any proposed assignment of this Lease or subletting of the Premises. Lessee shall not claim any money damages by way of setoff, counterclaim or defense, based upon any claim or assertion by Lessee that Lessor unreasonably withheld any consent or approval. Lessee’s sole and exclusive remedy shall be an action or proceeding for specific performance, injunction or declaratory judgment.

16.13       Indemnification. If Lessor reasonably withholds its consent of any proposed assignment or sublease, Lessee shall defend, indemnify, and hold Lessor harmless from and reimburse Lessor for all liability, damages, costs, fees, expenses, penalties, and charges (including, but not limited to, reasonable attorneys’ fees and disbursements) arising out of any claims that may be made against Lessor by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

16.14       (a)           Bankruptcy. Notwithstanding anything to the contrary contained in this Lease, if this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Lessor, shall be and remain the exclusive property of Lessor and shall not constitute property of Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any and all monies or other consideration constituting Lessor’s property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid to or turned over to Lessor.

(b)           Adequate Assurance. If Lessee proposes to assign this Lease pursuant to the provisions of the Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Lessee, then notice of such proposed assignment shall be given to Lessor setting forth (i) the name and address of such person or entity, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided by Lessee to assure such person’s or entity’s future performance under this Lease, including, without limitation, the assurance referred to in Section 365(b)(3) of the Bankruptcy Code (or any such successor or substitute legislation or rule thereto). Such notice shall be given to Lessor no later than twenty (20) days after Lessee’s receipt of such bona fide offer, but in any event no later than ten (10) days prior to the date that Lessee shall make application to the bankruptcy court for authority and approval to enter into such assignment and assumption. After receipt of such notice, Lessor shall have the prior right and option, to be exercised by notice given to Lessee at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease to Lessor upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person for the assignment of this Lease. For the purposes of clause (iii) of this paragraph, the phrase “adequate assurance” shall mean the deposit of cash security in an amount equal to the Basic Rent and Additional Rent payable under this Lease for the next succeeding twelve (12) months (which annual Additional Rent shall be reasonably estimated by Lessor). Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the obligations arising under this Lease on or after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Lessor an instrument confirming such assumption.

16.15       Lessor’s Right to Negotiate. Lessor shall have the right, at any time, to negotiate directly with any proposed sublessee or assignee, whether the identity of such party has been disclosed to Lessor by Lessee or others, and Lessor shall have the right to enter into a direct lease with any proposed sublessee, its parent, affiliate or subsidiary, either with respect to the sublet area or any other premises or space in the Building upon such terms and upon such rentals and other provisions or agreements as Lessor elects, including the same terms and conditions set forth in the proposed sublease or assignment submitted to Lessor with Lessee’s Notice.

17.1         Notice. If there is any damage to or destruction of the Premises, Lessee shall promptly give notice thereof to Lessor, describing the nature and extent thereof.

17.2         Premises Not Untenantable. If the Premises are damaged, but no portion thereof is rendered untenantable, and this Lease is not terminated pursuant to Section 17.4 or 17.5 hereof, subject to the Condominium Instruments, Condominium Association or Lessor shall, at its own expense, cause Restoration to be completed as soon as reasonably practicable, but in no event later than ninety (90) days from the occurrence, subject to any Excusable Delays, and the Basic Rent and Additional Rent shall not abate.

17.3         Premises Untenantable. If the Premises are damaged or destroyed and are rendered partially or wholly untenantable, and this Lease is not terminated pursuant to Section 17.4 or 17.5 hereof, subject to the Condominium Instruments, Condominium Association or Lessor shall, at its own expense, cause Restoration to be completed as soon as reasonably practicable, and the Basic Rent and Additional Rent shall be equitably abated.

17.4         Termination.        (a)           If, in the sole opinion and discretion of Lessor or the Condominium Association, the Building is damaged or destroyed and the total cost of Restoration shall amount to thirty percent (30%) or more of the full insurable value of the Building, Lessor, in lieu of Restoration, may elect to terminate this Lease, provided that notice of such termination shall be sent to Lessee within sixty (60) days after the occurrence of such casualty. If Lessor exercises its right to terminate this Lease, this Lease shall cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such damage or destruction.

(b)           If the Building is damaged or destroyed and, in the reasonable opinion of Lessor or the Condominium Association, more than two hundred seventy (270) days are necessary to complete Restoration, or if during the final year of the Term the Premises are damaged or destroyed and rendered partially or wholly untenantable, Lessor may elect to terminate this Lease, provided notice of such termination shall be sent to Lessee within sixty (60) days after the occurrence of such casualty. If Lessor exercises its right to terminate this Lease, this Lease shall cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such damage or destruction.

17.5         Restoration. Lessor or the Condominium Association shall not be required to expend for Restoration an amount in excess of (i) the Net Award received by it plus (ii) the amount of the deductible. If such amount is not adequate, or the holder of an Underlying Encumbrance elects to retain the Net Award, Lessor shall have the right to terminate this Lease; provided notice of such termination shall be sent to Lessee within sixty (60) days after the amount of such Net Award is ascertained, or after the date on which the holder of the Underlying Encumbrance notifies Lessor that it has elected to retain the Net Award, whichever the case may be. If Lessor exercises its right to terminate this Lease, this Lease shall cease, terminate and expire, and all Basic Rent and Additional Rent shall be prorated, as of the date of such damage or destruction. Lessor’s or the Condominium Association’s obligation to perform Restoration is subject to the Condominium Instruments and the Net Award being made available to the Lessor or the Condominium Association by any Lender or Master Lessor whose interest may be superior to the Lessor; and provided the destruction does not result in a termination or cancellation of an underlying ground lease, if any; and provided that such damage or destruction has not been caused, directly or indirectly by the act, omission or negligence of Lessee or Lessee’s Visitors.

18.1         Taking. Lessee hereby irrevocably assigns to Lessor any award or payment to which Lessee becomes entitled by reason of any Taking of all or any part of the Premises, whether the same shall be paid or payable in respect of Lessee’s leasehold interest hereunder or otherwise, except that Lessee shall be entitled to any award or payment for the Taking of Lessee’s trade fixtures or personal property or for loss of business, relocation or moving expenses provided the amount of the Net Award payable to Lessor with respect to the fee interest is not diminished. All amounts payable pursuant to any agreement with any condemning authority which have been made in settlement of or under threat of any condemnation or other eminent domain proceeding shall be deemed to be an award made in such proceeding. Lessee agrees that this Lease and the Condominium Instruments shall control the rights of Lessor and Lessee in any Net Award and any contrary provision of any present or future law is hereby waived.

18.2         Entire Premises. Upon a Taking of the whole of the Premises, then the Term shall cease and terminate as of the date when possession is taken by the condemning authority and all Basic Rent and Additional Rent shall be paid up to that date.

18.3         Portion of Premises. Upon a Taking of thirty percent (30%) or more of the Premises, if Lessee determines in good faith, and certifies to Lessor, that the Taking will have a permanent, material, adverse affect on Lessee’s operations at the Premises, Lessee may elect to terminate this Lease at any time up until the date which is sixty (60) days after the date when possession of such Premises is acquired by the condemning authority. If this Lease is not terminated as a result of a Taking pursuant to this Article 18, then subject to the Condominium Instruments and the provisions of Section 18.4, Lessor shall cause Restoration to be completed as soon as reasonably practicable, but in no case later than ninety (90) days after the date the condemning authority takes possession of such portion of the Premises, subject to any Excusable Delays, and the Basic Rent and Additional Rent thereafter payable during the Term shall be equitably prorated based upon the square foot area of the Building actually taken.

18.4         Restoration. If (a) the Net Award is inadequate to complete Restoration of the Premises, or (b) in the case of a Taking of thirty percent (30%) or more of the Premises, Lessee has not elected to terminate this Lease pursuant to Section 18.3, then Lessor subject to the Condominium Instruments may elect either to complete such Restoration or terminate this Lease by giving notice to Lessee within sixty (60) days after (x) the amount of the Net Award is ascertained, or (y) the expiration of the sixty (60) day period within which Lessee may terminate this Lease pursuant to Section 18.3, whichever the case may be. In such event, all Basic Rent and Additional Rent shall be apportioned as of the date the condemning authority actually takes possession of the Premises. Lessor’s obligation to perform Restoration is subject to the Condominium Instruments and the Net Award being made available to the Lessor by any Lender or Master Lessor whose interest may be superior to the Lessor.

19.1         Events of Default. Any of the following occurrences, conditions or acts shall constitute an “Event of Default” under this Lease:

(a)           If Lessee fails to pay any Basic Rent, Additional Rent or other amount payable by Lessee hereunder when due, and such default continues for five (5) days; or

(b)           if Lessee fails to take actual occupancy of the Premises within ninety (90) days after the Commencement Date, or thereafter vacates the Premises for a period in excess of sixty (60) days; provided, however, if Lessee is required to vacate the entire Premises as a result of a casualty, an Event of Default shall not be deemed to have occurred unless Lessee fails to take actual occupancy of the Premises within ninety (90) days after the Restoration has been substantially completed; or

(c)           if Lessee files a petition in bankruptcy pursuant to the Bankruptcy Code or under any similar federal or state law, or is adjudicated a bankrupt or becomes insolvent, or commits any act of bankruptcy as defined in any such law, or takes any action in furtherance of any of the foregoing; or if a petition or answer is filed proposing the adjudication of Lessee as a bankrupt pursuant to the Bankruptcy Code or any similar federal or state law, and (i) Lessee consents to the filing thereof, or (ii) such petition or answer is not discharged or denied within sixty (60) days after the filing thereof; or

(d)           if a receiver, trustee or liquidator (or other similar official) of Lessee or of all or substantially all of its business or assets or of the estate or interest of Lessee in the Premises is appointed and is not discharged within sixty (60) days thereafter or if Lessee consents to or acquiesces in such appointment; or if the estate or interest of Lessee in the Premises is levied upon or attached in any proceeding and such process is not vacated or discharged within sixty (60) days after such levy or attachment; or

(e)           if Lessee (i) uses, or suffers or permits the use of, any part of the Premises for any purpose other than the Permitted Use; (ii) fails to comply with any of the provisions of Article 11; (iii) fails to discharge any Lien within the time period set forth in Article 12; (iv) fails to maintain the insurance required pursuant to Article 14, or fails to deliver to Lessor the insurance certificates required by Article 14 within the time periods set forth in Section 14.1(c); (v) fails to deliver to Lessor the estoppel certificate required by Article 15 within the time period set forth therein; (vi) assigns this Lease or sublets all or any portion of the Premises without complying with all the provisions of Article 16; or (vii) fails to deliver to Lessor the subordination agreement required by Section 23.1 within the time period set forth therein; or

(f)           if Lessee fails to comply with any Legal or Insurance Requirement or the Condominium Instruments, and such failure continues for a period of ten (10) days after Lessor gives notice to Lessee specifying such default; or

(g)           if Lessee defaults in the observance or performance of any provision of this Lease, other than those specified in Section 19.1(a) through (f), and such default continues for thirty (30) days after Lessor gives notice to Lessee specifying such default (unless such default cannot be cured by the payment of money and cannot, with due diligence, be wholly cured within thirty (30) days, in which case, Lessee shall have such longer period as is reasonably necessary to cure the default, so long as Lessee commences to cure the same within such thirty (30) day period, diligently prosecutes the cure to completion and advises Lessor from time to time, upon Lessor’s request, of the actions which Lessee is taking and the progress being made).

Lessee acknowledges and agrees that the Declaration provides that the Condominium Association shall have the right to terminate this Lease upon default of the Lessee in observing any of the provisions of the Declaration, the Condominium Articles of Incorporation and By-Laws, applicable rules and regulations or any other Condominium Instrument.

(a)           all Basic Rent, Additional Rent and other amounts payable by Lessee hereunder then due or accrued and unpaid; and

(b)           for loss of the bargain, an amount equal to the aggregate of all unpaid Basic Rent and Additional Rent which would have been payable if this Lease had not been terminated prior to the end of the Term then in effect, discounted to its then present value in accordance with accepted financial practice using a rate equal to six percent (6%) per annum; and

(c)           all other damages and expenses (including attorneys’ fees and expenses), which Lessor shall have sustained by reason of the breach of any provision of this Lease.

20.7         Fees and Expenses. If either Lessor or Lessee is in default in the observance or performance of any provision of this Lease, and an action is brought for the enforcement thereof in which it is determined that said party was in default, the defaulting party shall pay to the non-defaulting party all reasonable fees, costs and other expenses incurred by the non-defaulting party in connection therewith, including reasonable attorneys’ fees and expenses.   If it is determined that said party was not in default, then the party alleging said default shall pay to the other party all the aforesaid reasonable fees, costs and expenses incurred by said party.

20.10       Duty to Mitigate. Lessor shall use commercially reasonable efforts to mitigate Lessee’s damages hereunder, provided that Lessor shall not be obligated to show priority to reletting the Premises over any other property owned by Lessor.

23.3         Cure Rights. If an act or omission by Lessor would give Lessee the right to terminate this Lease or to claim a partial or total eviction, Lessee will not exercise any such right until it has given written notice of such act or omission, or, if any portion of the Premises becomes untenantable as the result of damage from fire or other casualty, written notice of the occurrence of such damage, to the holder of any Underlying Encumbrance whose name and address has previously been furnished to Lessee in writing, and thereafter, until a reasonable period for remedying such act, omission or damage has elapsed following such giving of such notice (but not less than thirty (30) days, or such longer period afforded to Lessor under this Lease); provided that any such holder, with reasonable diligence following the giving of such notice, commences and continues to remedy such act, omission or damage.

(b)        If Lessee is in default under this Lease more than two (2) times within any twelve (12)-month period, irrespective of whether or not such default is cured, then, without limiting Lessor’s other rights and remedies provided for in this Lease or at law or equity, the Security shall automatically be increased by an amount equal to the greater of: (i) one hundred fifty percent (150%) of the original Security, or (ii) three (3) months then current Basic Rent, which shall be paid by Lessor on demand.

28.2         Return of Security. Upon the full compliance by Lessee of all of the terms of this Lease, and the prompt payment of all sums due hereunder, as and when they fall due, any part of the Security not used, applied, or retained by Lessor shall be returned in full, without interest, to Lessee within thirty (30) days after the end of the Term, subject to Lessor’s final inspection of the Premises. However, if Lessor, in its sole discretion, has sufficient evidence that the Security has been assigned to an assignee of this Lease, Lessor may return the Security to the assignee and Lessor shall thereupon be released by Lessee from all liability for the return of the Security to Lessee.

28.3         Bankruptcy. In the event of bankruptcy or other debtor-creditor proceeding against Lessee, such Security shall be deemed to be applied first to the payment of rent and other charges due Lessor for all periods prior to filing of such proceedings.

28.4         Transfer of Security. Upon: (i) a sale of the Premises, (ii) any transfer of title to the Premises, or any assignment of Lessor’s interest under this Lease (including to a mortgagee upon foreclosure of its mortgage), Lessor shall have the right to transfer the Security to the purchaser, building lessee, transferee, or assignee of its interests, as the case may be, and Lessor shall provide Lessee with the name and address of such purchaser, lessee, transferee, or assignee and shall thereupon be released by Lessee from all liability for the return of the Security; and Lessee agrees to look solely to the said purchaser, lessee or assignee for the return of the Security. It is hereby agreed that the provisions of this Section shall apply to every transfer or assignment made of the Security to a new lessor.

29.4         No Severance of Extension Period. The Extension Rights may not be severed from the Lease or separately sold, assigned or otherwise transferred.

30.1         Amendments in Writing. This Lease may not be amended or modified, nor may any obligation hereunder be waived, orally. No such amendment, modification, termination or waiver shall be effective unless in writing and signed by the party against whom enforcement thereof is sought.

30.2         No Waiver of Future Performance. No waiver by Lessor of any obligation of Lessee hereunder shall be deemed to constitute a waiver of the future performance of such obligation by Lessee.

30.3         Provisions Severable. If any provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such provision shall not be affected thereby.

30.4         Successors and Assigns. This Lease shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, except as provided in Article 16.

30.5         Quiet Enjoyment. Upon due performance of the covenants and agreements to be performed by Lessee under this Lease, Lessor covenants that Lessee shall and may at all times peaceably and quietly have, hold and enjoy the Premises during the Term, without molestation or hindrance by Lessor or any party claiming through or under Lessor.

30.6         Table of Contents and Article Headings. The table of contents and the article headings are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

30.7         Counterparts. This Lease may be executed in several counterparts, each of which when so executed and delivered, shall constitute an original, fully enforceable counterpart for all purposes, all of which, taken together, shall constitute one single instrument.

30.8         No Surrender. No act or thing done by Lessor or Lessor’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Lessor. No employee or agent of Lessor shall have any authority to accept the keys to the Premises prior to the Termination Date and the delivery of keys to any employee or agent of Lessor shall not operate as an acceptance of a termination of this Lease or an acceptance of a surrender of the Premises.

30.13       Access. Subject to all applicable Legal Requirements and to Lessor’s rules and regulations, Lessee shall be permitted keyed access to the Premises twenty-four (24) hours per day, seven (7) days per week.

30.14       Arbitration. Any and all disputes under this Lease which cannot be amicably resolved, shall be resolved by binding arbitration in St. Lucie County, Florida in accordance with the Rules of the American Arbitration Association (or its successor then existing) by a panel of three (3) arbitrators with the non-prevailing party responsible for all legal fees and expenses. The determination in such arbitration proceeding shall be conclusive upon the parties, and judgment upon any award or decision may be entered in any court having jurisdiction thereof. The costs, fees, and expenses of the arbitrator or arbitrators, and/or the American Arbitration Association shall be shared equally by the parties thereto unless otherwise provided in the arbitrators’ decision.

30.15       Signage. Lessee shall have the right to remove all existing signage inside or on the exterior of the Building and to install, at its sole cost and expense, signage inside or on the exterior of the Building, subject to the reasonable approval of Lessor and any Legal Requirements. Lessee shall also have the right to add signage to the monument sign at the entrance to the Property commensurate with and similar in proportions to the existing signage subject to the Condominium Instruments and Condominium Association approval if required. Such signage shall be removed upon termination of the Lease, the original signage reinstalled (if reasonably requested by Lessor) and repair any damage to the Building or Property caused by the installation, reinstallation or removal.

15.           Events of Default: defined in Article 19.

16.           Excusable Delay: any delay caused by governmental action, or lack thereof; shortages or unavailability of materials and/or supplies; labor disputes (including, but not limited to, strikes, slow downs, job actions, picketing and/or secondary boycotts); fire or other casualty; delays in transportation; acts of God; directives or requests by any governmental entity, authority, agency or department; any court or administrative orders or regulations; adjustments of insurance; acts of declared or undeclared war, acts of terrorism, public disorder, riot or civil commotion; or by anything else beyond the reasonable control of Lessor, including delays caused directly or indirectly by an act or a failure to act by Lessee or Lessee’s Visitors.

17.           Expense Statement: defined in Section 4.2.

18.           Extension Period: defined in Article 29.

19.           Insurance Requirements: all terms of any insurance policy maintained by Lessor with respect to the Property and all requirements of the National Board of Fire Underwriters (or any other body exercising similar function) applicable to or affecting all or any part of the Premises.

20.           Land: defined in the Basic Lease Provisions.

21.           Lease Year: each calendar year, or partial calendar year, during the Term.

22.           Legal Requirements: all statutes, codes, ordinances, regulations, rules, orders, directives and requirements of any governmental entity, authority, agency and/or department, which now or at any time hereafter may be applicable to the Property or any part thereof, including, but not limited to, all Environmental Laws.

23.           Lender: the holder of any mortgage or deed of trust which may now or hereafter encumber the Property, including all renewals, modifications, consolidations, replacements and extensions thereof.

24.           Lessee: the party defined as such in the first paragraph of this Lease.

25.           Lessee’s Notice: defined in Section 16.2.

26.           Lessee’s Visitors: Lessee’s agents, servants, employees, officers, sublessees, contractors, invitees, licensees, vendors and all other persons invited by Lessee onto the Property and/or into the Premises as guests or doing lawful business with Lessee.

27.           Lessor: the party defined as such in the first paragraph of this Lease, including at any time after the date hereof, the then owner of Lessor’s interest in the Premises.

28.           Lessor’s Insurance Costs: defined in Section 14.2.

29.           License: defined in Section 8.3(a).

30.           Lien: any mortgage, pledge, lien, charge, encumbrance or security interest of any kind, including any inchoate mechanic’s or materialmen’s lien.

31.           Major Work: defined in Section 7.5(b).

32.           Master Lessor: shall mean the lessor under any ground lease or lease of all or any portion of the Property, subject to the space leases, which may now or hereafter affect all or any portion of the Property.

33.           Monthly Expense Payment: defined in Section 4.3.

34.           Monthly Tax Payment: defined in Section 4.3.

35.           Net Award: any insurance proceeds or condemnation award payable in connection with any damage, destruction or Taking, less any expenses incurred by Lessor in recovering such amount.

36.           Net Rental Proceeds: (a) in the case of a sublease, the amount by which the aggregate of all rents, additional charges or other consideration payable under a sublease to Lessee by the sublessee (including sums paid for the sale or rental of Lessee’s fixtures, leasehold improvements, equipment, furniture or other personal property) exceeds the sum of (i) the Basic Rent plus all amounts payable by Lessee pursuant to the provisions hereof during the term of the sublease in respect of the subleased space, (ii) actual brokerage commissions, providing same are at prevailing rates, due and owing to a real estate brokerage firm, and (iii) the then net unamortized or undepreciated cost of the fixtures, leasehold improvements, equipment, furniture or other personal property included in the subletting; and (b) in the case of an assignment, the amount by which all sums and other consideration paid to Lessee by the assignee of this Lease for or by reason of such assignment (including sums paid for the sale of Lessee’s fixtures, leasehold improvements, equipment, furniture or other personal property) exceeds the sum of (i) actual brokerage commissions, provided same are at prevailing rates due and owing to a real estate brokerage firm, and (ii) the then net unamortized or undepreciated cost of the fixtures, leasehold improvements, equipment, furniture or other personal property sold to the assignee.

37.           Occupant: defined in Section 11.4.

38.           OFAC: defined in Section 31.1.

39.           Operating Expenses: those costs or expenses paid or incurred by Lessor in connection with the ownership, operation, management, maintenance and repair and replacement of the Property or any portion thereof, including, but not limited to, the cost of Common Elements and limited Common Elements, electricity and other utilities; sewer meter charges; water; exterminating; Lessor’s Insurance Costs; snow and ice removal; maintenance and cleaning of the parking lots and driveways (including resurfacing and restriping); regulation of traffic; landscape and grounds maintenance; maintenance and repair and replacement of utility systems; maintenance, repairs and replacements of any kind for which Lessor is not reimbursed; painting and/or sealing of the exterior of the Building and the Common Elements and limited Common Elements; maintenance and repair and replacement of worn out mechanical or damaged equipment; management fees (which shall be a maximum of three percent (3%) of the aggregate basic rent and additional rent of the Property); costs of maintenance and service agreements; any costs, expenses or other amounts incurred under any easement, reciprocal easement agreement, declaration of covenants or other similar encumbrance which are allocable to Lessor or the Property or any portion thereof; security services and/or alarm and fire protection systems and equipment; wages, salaries, fringe benefits and other labor costs of all persons engaged for the operation, maintenance and repair and replacement of the Properly; payroll taxes and workers’ compensation for such persons; legal and accounting expenses (except legal expenses incurred in preparing leases or enforcing the terms of leases); licenses, permits and other governmental charges; rentals of machinery and equipment used in the operation and maintenance of the Property; removal of garbage and refuse; and any other expense or cost, which, in accordance with generally accepted accounting principles and the standard management practices for buildings comparable to the Building, would be considered as an expense of operating, managing, maintaining or repairing the Property or any portion thereof. Lessee acknowledges that the above definition of Operating Expenses shall not be construed as a representation or warranty that the items of equipment, facilities or services listed therein are or from time to time will be in existence or available at the Property and said definition is intended only to define such items that may exist or may be available from time to time. Excluded from Operating Expenses are Taxes; costs reimbursed by insurance; costs in connection with preparing space for a new tenant; advertising expenses; real estate brokers’ commissions; franchise, transfer, inheritance or capital stock taxes or other taxes imposed upon or measured by the income or profits of Lessor; administrative wages and salaries; and expenditures for capital improvements, except for the amortization of the cost together with reasonable financing charges but not excluded from Operating Expenses are: (i) the costs for installing such capital improvements (ii) those capital improvements that reduce Operating Expenses or avoid increases in Operating Expenses (iii) those capital improvements that promote safety or are required by law or regulation. All capital improvements included in Operating Expenses will be amortized over the useful life and amortization schedule being determined in accordance with generally accepted accounting principles, but in no event to extend beyond the remaining useful life of the Building. All accounting for Operating Expenses shall be on the accrual basis. If, at any time during the Term, the Building is not fully leased and occupied by tenants, Operating Expenses shall be projected as if the Building were fully occupied at all times.

40.           Order: defined in Section 31.1.

41.           Orders: defined in Section 31.1.

42.           Parking Spaces: defined in the Basic Lease Provisions.

43.           Premises: defined in the Basic Lease Provisions.

44.           Prime Rate: the prime commercial lending rate publicly announced from time to time by Citibank N.A. or successor bank.

45.           Projected Taxes: defined in Section 4.2.

46.           Property: the Land and the Building and all other buildings or improvements constructed on the Land from time to time.

47.           Restoration: the restoration, replacement or rebuilding of the Building (excluding any alterations, additions and improvements installed by Lessee and any trade fixtures and personal property owned by Lessee) or any portion thereof as nearly as practicable to its value, condition and character immediately prior to any damage, destruction or Taking.

48.           Statement(s): means, collectively, Lessor’s Expense Statement and Lessor’s Tax Statement.

49.           Taking: a taking of all or any part of the Property, or any interest therein or right accruing thereto, as the result of, or in lieu of, or in anticipation of, the exercise of the right of condemnation or eminent domain pursuant to any law, general or special, or by reason of the temporary requisition of the use or occupancy of the Property or any part thereof, by any governmental authority, civil or military.

50.           Tax Statement: defined in Section 4.2.

51.           Taxes: shall be defined to mean with respect to each governmental authority levying or imposing the same, all taxes and assessments (general, special, betterment, ordinary or extraordinary, foreseen and unforeseen) levied, charged, assessed, imposed upon or which become due and payable out of or in respect of and become a lien on the Land and all improvements constructed on the Land from time to time, including, without limitation, charges imposed in respect of the ownership, operation, management, use, leasing or alteration of the Property and/or Premises, or any portion thereof; the various estates in and to the Property and/or Premises, or any portion thereof; the Basic Rent and Additional Rent payable to Lessor pursuant to this Lease; all water and sewer rents and charges; and all franchise, income, profit or other taxes, fees and charges, however designated, which, due to a future change in the method of taxation, may be levied or imposed on Lessor in substitution in whole or in part for, or in lieu of, or in addition to, any tax which would otherwise constitute Taxes, as heretofore defined. Nothing contained in this Lease shall require Lessee to pay any estate, inheritance, succession, corporate franchise or income tax of Lessor, nor shall any of same be deemed Taxes, except as provided in the immediately preceding sentence.

52.           Term: defined in Section 2.2.

53.           Termination Date: defined in the Basic Lease Provisions.

54.           Underlying Encumbrance: defined in Section 23.1.