Commercial Lease Template (1)

7/27/2019 Commercial Lease Template (1)

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COMMERCIAL LEASE

THIS LEASE AGREEMENT (the "Lease") is made and entered into as of the _____ day

of____________,20___, for the premises located at:

________________________________________________________(Address)

1. References and Terms When used in this lease, the following terms shall have the

meaning specified in this section:

1.1. Landlord.________________________________________________________

1.2. Tenant(s).________________________________________________________

1.3. Leased Property.

____________________________________

____________________________________

____________________________________

1.4. Suite or Premises._________________________________________________

1.5. Term._________ Years beginning on the Commencement Date and concluding

on _________________ including any extension periods.

1.6. Commencement Date. _____________________________________________

1.7. Termination Date._________________________________________________

1.8. Extension Terms. Provided that Tenant is not in default of any terms of thisLease, Landlord covenants and agrees with Tenant that Landlord shall, at Tenant'soption, lease the Premises to Tenant at the expiration of the initial term for anadditional term of_________years under the same terms and provisions of thisLease and for an annual base rent of .

1.9. Base Rent. (See 4)_____________________ ________________ _


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1.10. Additional Rent. (See 4)________________________ _____________

1.11. Security Deposit. (See 4)________________________ _____________

1.12. Tenants Use. Tenant shall use the Premises solely for the operation of a

business known as _____________________________________and activitiesrelated to said business, all as may be permitted by law.

1.13. Tenants Pro Rata Share. (See 4 herein)_____________________________

1.14. Number of Tenants allotted parking spaces. (See 6)___ __________

1.15. Landlords Notice Address. (See 30)

____________________________________

____________________________________

____________________________________

1.16. Tenants Notice Address. (See 30)

____________________________________

____________________________________

____________________________________

1.17. Required Insurance Amount. (See 15)___ _ _________

1.18. Rules and Regulations. (See 8, and 29)___ _ _________

1.19. Normal Business Hours. (See 2) _ __ __________

2. Lease of Use.

2.1. For valuable considerations received, the Landlord hereby leases to Tenant, uponand subject to the terms of this Lease, and Tenant hereby takes from Landlord thePremises, upon and subject to the terms of this Lease.

2.2. Landlord hereby represents and warrants to Tenant that as of the CommencementDate (hereinafter defined) the building systems and structural and exteriorportions of the Building, including without limitation the roof, the plumbing,air conditioning, electrical, water, telephone, sewer system and gas facilitiesserving the Premises (as applicable), are in good working condition, are incompliance with all laws, codes, regulations and ordinances of any governmental

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authorities and are adequate and sufficient for Tenants use of the Premises.Landlord hereby further represents and warrants to Tenant that as of theCommencement Date Landlord is owner in fee simple of the Property, subject toencumbrances as of record appear, and has full right, power and authority to enterinto this Lease.

2.3. Landlord shall: (a) provide sufficient heat and air conditioning to the CommonAreas to maintain the Common Areas at comfortable temperatures during theTenants Normal Business Hours; and (b) cause the Common Areas to be keptsecure, clean and in first class condition.

2.4. The Premises include the right of ingress and egress thereto and therefromthrough the Common Areas; however, Landlord reserves the right to makereasonable changes and alterations to the Building, fixtures and equipmentthereof, to the street entrances, doors, halls, corridors, lobbies, passages, elevators,stairways, public toilets and other parts thereof which Landlord may deem

reasonably necessary or desirable, provided that no such changes or alterationsshall materially adversely affect access to and from and enjoyment of thePremises.

2.5. Tenant shall comply with all municipal, state and federal rules, regulations andordinances governing occupancy of the Premises. Tenant may use the Premisesfor any other business as may be approved in writing by Landlord. Tenant shallnot use or permit or suffer the use of the Premises for any other business orpurpose. Tenant further agrees that it will operate its business so that no odorsemanating therefrom will materially interfere with the reasonable use andenjoyment of any other Tenant of the Building during the Lease Term (includingany renewal terms exercised by Tenant), Tenant agrees that it shall use thePremises at all times so as not to violate any agreement, easement, restriction orany other matter of record to which the Premises is now subject, as appears on theLand Records

3. Term.

3.1. The term of this Lease shall commence on the date stated in Section 1. TheTenant shall begin paying Base Rent according to the attached schedule as of theCommencement Date.

3.2. Tenant shall exercise its renewal options by giving notice in writing to Landlord

at least six months prior to the end of the initial term, time being of the essence. IfTenant fails to give such notice, then this Lease shall automatically terminate atthe Termination Date.

3.3. Tenant shall have the right to access the Premises prior to the CommencementDate to perform work and move-in activities and for all other reasonable businesspurposes, provided that any such access shall be on such reasonable conditionsand limitations as Landlord shall require. All of the terms and conditions of this

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Lease, other than Tenants obligations to pay Rent, shall apply to Tenant duringany such period of early access.

4. RENT .

4.1. Base Rent . During the Lease Term, the Tenant shall pay to the Landlord at theNotice address provided, or at such other place or to such other person asLandlord may designate, as annual base rent for the Premises the sums specifiedin above ("Base Rent"), payable in advance on the first day of each and everymonth of the Lease Term in equal monthly installments.

4.2. Additional Rent, Pro Rata Share . In addition to Base Rent, Tenant shall payLandlord as provided below Tenants Pro Rata Share of any increase in PropertyTaxes (as hereinafter defined) and Operating Expenses (as hereinafter defined) foreach calendar year of the term of this Lease (each such year, a ComparisonYear) in excess of Property Taxes and Operating Expenses incurred during the

base calendar year. Tenants Pro Rata Share or Tenants Proportionate Shareshall mean the number of rentable square feet of the Premises divided by therentable area and is listed above.

4.3. Property Taxes shall mean all real estate taxes, all sewer, water and fireassessments, levies and any other charges which are assessed, levied or chargedupon the Property by reason of or connected to Landlord's ownership of theProperty during any calendar year or portion thereof during the Lease Term.

4.4. Operating Expenses shall mean the total actual costs and expenses paid in anycalendar year in keeping with a first class business practice, incurred by theLandlord or for which Landlord is obligated in managing, operating, servicingand maintaining all Common Areas and facilities specifically, including withoutlimitation the costs of Landlords insurance, utilities, maintenance, supplies andwages, maintaining landscaped areas, planting, replanting, resurfacing andmaintenance of parking lots (including restriping), repairs and replacements,sanitary control, canopy, light poles and fixtures, maintenance and repair of thesprinkler system, elevator, installation, maintenance and repair of all signage(excluding signage for other tenants) sewers, drainage, removal of snow, trash,rubbish, maintenance of trash bins and dumpsters, maintenance of propane tanksand enclosures, holiday decorations, sidewalks, costs of on site personnel toimplement such services (including to direct parking and police the CommonAreas) and administrative and overhead costs, and subject to the exceptions setforth below. The term Common Areas shall mean all portions of the Buildingand the Property (excluding the Premises and any other space in the Buildingdesigned to be leased to another tenant for its exclusive use) including publicbathrooms and lobbies, the roof, foundation, exterior walls, landscaped areas,parking lots and sidewalks.

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4.5. Commencing on the first anniversary of the Commencement Date, and for eachYear thereafter (prorated for any calendar year falling partially within the Term),Tenant shall pay to Landlord as Additional Rent Tenants Proportionate Share ofapplicable increases of Property Taxes and Operating Expenses for the applicableYear. Landlord shall furnish to Tenant a written statement setting forth the

following: (a) the amount Landlord estimates Landlord will pay for OperatingExpenses (broken down into reasonable categories), and Property Taxes for theprior year, (b) Landlords estimate of Tenants Proportionate Share of theincreases in Operating Expenses and Property Taxes; and (c) a calculation of one-twelfth (1/12) of such estimate (the Monthly Estimated Rent). Tenant shall payto Landlord the Monthly Estimated Rent beginning on the applicable anniversaryof the Commencement Date and on the first day of every successive calendarmonth thereafter during the Term. Monthly Estimated Rent for a period of lessthan one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year.

4.6. Notwithstanding anything to the contrary, Operating Expenses shall not include:(1) the original costs of constructing the Building and the Common Areas; (2) thecost of repair or replacement to the structure, plumbing, or utility services of or tothe Building or the Property (or reserves therefore); (3) expenses for which theLandlord is or will be reimbursed by another source (excluding Tenantreimbursement for Operating Expenses), including but not limited to repair orreplacement of any item covered by warranty; (4) costs incurred to benefit (or as aresult of) a specific tenant or items and services selectively supplied to anyspecific tenant; (5) expenses for the defense of the Landlords title to theProperty; (6) structural repairs and replacements; (7) depreciation andamortization of the Building and the Common Areas or financing costs, includinginterest and principal amortization of debts; (8) charitable, lobbying, specialinterest or political contributions; (9) costs of improving or renovating space for atenant or space vacated by a tenant; (10) any amounts expended by Landlord tocomply with any Environmental Laws; (11) costs to correct original or latentdefects in the design, construction or equipment of the Building and the CommonAreas; (12) expenses paid directly by any tenant for any reason (such as excessiveutility use); (13) any repair, rebuilding or other work necessitated bycondemnation, fire, windstorm or other insured casualty or hazard; (14) anyexpenses incurred (i) to comply with any governmental laws, regulation and rulesor any court order, decree or judgment including, without limitation, theAmericans with Disabilities Act; or (ii) as a result of Landlords alleged violationof or failure to comply with any governmental laws, regulations and rules or anycourt order, decree or judgment; (15) leasing commissions, advertising expensesand other costs incurred in leasing or procuring new tenants; (16) rental on groundleases or other underlying leases; (17) attorneys fees, accounting fees andexpenditures incurred in connection with tax contests or negotiations, disputesand claims of other tenants or occupants of the Building or with other third partiesexcept as specifically provided in this Lease; (18) cost of the initial stock of toolsand equipment for operation, repair and maintenance of the Building; (19)

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amounts billed (directly or indirectly) for salaries, overhead and administrativeand/or management fees, office expenses, rent and office supplies which (i), areduplicative, (ii) do not represent actual costs incurred for actual services, or (iii)are administrative and/or management fees based on Landlords Insurance and/orReal Property Taxes; and (20) common area charges or common area expenses

imposed upon Landlord under the Declaration, except the portion of suchexpenses/charges which are or would be Operating Expenses as defined herein.

4.7. Landlord shall keep records showing all expenditures incurred as OperatingExpenses and Property Taxes for each calendar year for a period of two (2) yearsfollowing each year, and such records shall be made available for inspection andphotocopying by Tenant and/or its agents during ordinary business hours in thecity in which the Property is located. With respect to any statement fromLandlord indicating Landlords estimation of Tenants Proportionate Share,provided Tenant is not in default beyond the applicable notice and cure period ofany other obligation under this Lease, then, and only in those events, Tenant, or

its authorized representative, may for a period of not more than two (2) yearsfrom receipt of Landlords billing to Tenant during reasonable business hours andupon at least twenty (20) days prior written notice to Landlord, examine and auditsuch records, at Landlords office, for the purpose of verifying the validity of suchbilling for such year in question, but in no event shall Tenant conduct any suchaudit more than one (1) time per year. In the event such examination and auditdiscloses that Tenant has overpaid or been over billed its actual share of the costs,Tenant shall be entitled to a credit against its rental account for such overpayment,except that in the last year of the term of this Lease, Landlord shall refund toTenant any such overpayment. In no event shall Landlord be responsible toreimburse Tenant for Tenants costs of such examination and audit. Nothingcontained herein shall be deemed to at any time relieve Tenant of its obligationsto pay Tenants proportionate share of the costs at the times and in the mannerdesignated for such payment. Upon the date of any expiration or termination ofthis Lease, whether the same be the date herein set forth for the expiration of theTerm or any prior or subsequent date, the entire amount of additional rent hereinprovided for shall immediately become due and payable by Tenant to Landlord.Tenants obligation to pay any and all additional rent under this Lease shallsurvive any expiration or termination of this Lease.

4.8. Any dispute with respect to Landlords calculations of Tenants ProportionateShare of Additional Rent shall be resolved by the parties through consultation ingood faith within sixty (60) days after notice by Tenant to Landlord. However, ifthe dispute cannot be resolved within such period, the parties shall request anaudit of the disputed matter from an independent, certified public accountantselected by both Landlord and Tenant, whose decision shall be based on generallyaccepted accounting principles and shall be final and binding on the parties. Ifthere is a variance of five percent (5%) or more between said decision andLandlords determination of Tenants Proportionate Share of Additional Rent,Landlord shall pay the costs of said audit and shall credit any overpayment toward

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the next Base Rent and/or Monthly Estimated Rent payment falling due or paysuch overpayment to Tenant within thirty (30) days. If variance is less than fivepercent (5%), Tenant shall pay the cost of said audit.

4.9. Security Deposit: The Landlord hereby acknowledges that it has received asecurity deposit from Tenant in the amount listed above (the "Security Deposit").The Security Deposit shall be held by Landlord as security for the faithfulperformance by Tenant of all terms and covenants of this Lease and shall bereturned to the Tenant upon the Termination of this Lease if all terms andcovenants have been met by the Tenant. The parties agree that the Landlord is notobligated to place the Security Deposit in an interest-bearing account and theTenant is not entitled to any interest on said Security Deposit. If the Rent or anyother charges payable hereunder shall be overdue and unpaid or should Landlordmake payments on behalf of the Tenant, or Tenant shall fail to perform any of theterms of this lease, then Landlord may, at Landlord's option and without prejudiceto any other remedy which Landlord may have, appropriate and apply the entireSecurity Deposit or so much thereof as may be necessary to compensate Landlordtoward the payment of the Base Rent, Additional Rent, or other sums or loss ordamage sustained by Landlord due to such breach on the part of Tenant; andTenant shall forthwith upon demand restore said Security Deposit to the originalsum deposited. Should Tenant comply with all said terms and promptly pay all ofthe Rent as they fall due and all other sums payable by Tenant to Landlord, saidSecurity Deposit shall be returned to Tenant at the end the term. In the event ofbankruptcy or other creditor-debtor proceedings against Tenant, all securities shallbe deemed to be applied first to the payment of rent and other charges dueLandlord for all periods prior to the filing of such proceedings.

5. UTILITIES; TAXES; INSURANCE; RUBBISH; HVAC.

5.1. From the Commencement Date and during the Lease Term, Tenant agrees to payfor all utility and other services rendered or furnished to the Premises, including,without limitation, electricity used for heating, cooling, lighting and otherpurposes, gas and water. Tenant shall also be responsible for its proportionalshare of those utilities provided to the Building and Land as a whole. Landlordshall not be liable to Tenant for any interruption in service of water, electricity,heating, air conditioning or other utilities and services caused by an unavoidabledelay, by the making of any necessary repairs, or by any cause beyond Landlord'sreasonable control. Tenant agrees that it will not install any equipment which willexceed or overload the capacity of any utility facilities serving the Premises and

that if any equipment installed by Tenant shall require additional utility facilities;the same shall be installed at Tenant's expense in accordance with plans andspecifications to be approved in writing by Landlord.

5.2. Tenant agrees to pay to Landlord the amount of real property taxes and insurancepremiums resulting from Tenant's improvements to the Premises, Tenant'sbusiness operations, or resulting in any way from this Lease or Tenant's

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occupancy of the Premises, such approval not to be unreasonably withheld ordelayed.

5.3. Tenant agrees to pay all costs of any nature whatsoever for maintenance andrepair of all heating, ventilating and air conditioning systems and equipment

serving the Premises which are not paid for by manufacturer warranties. Landlordmakes no representation or warranties of any nature with respect to such systemsor equipment except as specifically provided herein.

6. PARKING.

6.1. At all times during the Lease Term, Landlord shall keep all drives and parkingareas on the Property in first class condition, free and clear of all debris, snow andice and in good passable condition and repair. Tenant shall be entitled to the useof not less than the parking spaces listed above. Except as provided above,Landlord shall have no liability of any nature with respect to such parking spaces

or the use thereof by Tenant, its invitees, licensees, employees or third parties.Landlord shall have no obligation to remove improperly parked cars from suchspaces or otherwise enforce Tenant's rights in respect thereof as against any partyother than Landlord and its employees.

7. PLACE OF PAYMENTS.

7.1. All payments of Rent required to be paid by Tenant to Landlord shall be by checkpayable to the Landlord at the address above.

8. TENANTS INSTALLATION AND ALTERATIONS.

8.1. Tenant shall not do any construction work or alteration, nor shall Tenant installany equipment, without first obtaining Landlord's written approval and consent,which consent shall not be unreasonably withheld. Tenant shall present to theLandlord plans and specifications for such work in accordance with Landlord'sdesign criteria at the time approval is sought. Tenant shall not commence anysuch work without first delivering to the Landlord a policy or policies ofcompensation, liability and property damage insurance, naming Landlord asadditional insured, in limits and with companies acceptable to the Landlord. Anysuch work by Tenant shall be done in a first class, workmanlike manner and inaccordance with all applicable government regulations, including building code,fire code and applicable zoning laws, rules and regulations. Any alterations,additions, improvements and fixtures installed or paid for by the Tenant upon theinterior or exterior of the Premises, other than trade fixtures and decorations(including ceiling and lighting fixtures), shall upon the expiration or earliertermination of this Lease become the property of the Landlord except the Tenantmay, when it vacates, reinstall the original fixtures. Notwithstanding the

foregoing, Tenant may remove all wall fixtures lighting and decorations from the

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Premises and Tenant agrees to pay for any damage to the Premises caused by theremoval of same.

9. COMPLIANCE WITH LAWS.

9.1. Tenant shall, at its own cost and expense: (a) comply with all governmental laws,ordinances, orders and regulations affecting Tenants occupancy of the Premises,now in force or which hereafter may be in force; (b) comply with and execute allrules, requirements and regulations of the Board of Fire Underwriters, Landlord'sinsurance companies and other organizations establishing insurance rates; (c) notsuffer, permit, or commit any waste or nuisance; (d) not conduct any auctions,distress, fire or bankruptcy sale; and (e) install fire extinguishers in accordancewith insurance requirements.

10. SIGNS, AWNINGS AND CANOPIES.

10.1. At the discretion and with the prior written consent of Landlord (which consentshall not be unreasonably withheld), Tenant may place identification signs on theexterior of the Premises, on pylon or monument signs at the Property and on theBuilding directory said signs to be in good taste, of a size to be stipulated byLandlord, and installed at a place designated by Landlord. Other than theforegoing, Except as provided above, Tenant shall not place or suffer to beplaced or maintain any sign, awning or canopy in, upon or outside the Premises orupon any other property of Landlord. The Tenant shall not place in the displaywindow, any sign, decoration, lettering or advertising matter of any kind withoutfirst obtaining Landlord's approval and consent in each instance. Tenant shallmaintain any such signs or other installations, as may be approved, in goodcondition and repair.

11. ASSIGNMENT.

11.1. The Tenant shall not, and shall not have the power to, transfer, assign, sublet,enter into license or concession agreements, change ownership, mortgage orhypothecate this Lease or the Tenants interest in and to the Premises without firstprocuring the written consent of the Landlord,. Any attempted purported transfer,assignment, subletting, license or concession agreement, change of ownership,mortgage or hypothecation without the Landlord's written consent shall be voidand confer no rights upon any third person. The consent by Landlord to anyassignment or subletting shall not constitute a waiver of the necessity for suchconsent to any subsequent assignment or subletting. If this Lease be assigned or ifthe Premises or any part thereof be occupied by anybody other than Tenant,Landlord may collect rent from the assignee or occupant and apply the net amountcollected to the rent herein reserved, but no such assignment, under letting

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occupancy or collection shall be deemed a waiver of this provision or theacceptance of the assignee, under Tenant or occupant as Tenant. Tenant agrees toreimburse Landlord for Landlord's reasonable attorney's fees incurred inconjunction with the processing and documentation of any such requestedtransfer, assignment, subletting, license or concession agreement, change of

ownership, mortgage or hypothecation of this Lease or Tenant's interest in and tothe premises. Each transfer, assignment, subletting, license, concessionagreement, mortgage or hypothecation to which there has been consent shall beby an instrument in writing in form reasonably satisfactory to Landlord, and shallbe executed by the transferor, assignor, sublease, licensor, concessionaire,hypothecator or mortgagor and the transferee, assignee, sub lessee, licensee,concessionaire or mortgagee in each instance, as the case may be; and eachtransferee, assignee, sub lessee, licensee, concessionaire or mortgagee shall agreein writing for the benefit of the Landlord herein to assume, to be bound by, and toperform the terms, covenants and conditions of this Lease to be done, kept andperformed by the Tenant, including the payment of all amounts due or to become

due under this Lease directly to the Landlord. Failure to first obtain in writingLandlord's consent or failure to comply with the provisions of this section shalloperate to prevent any such transfer, assignment, subletting, license,concession agreement or hypothecation from becoming effective.

12. FAILURE TO REPAIR.

12.1. If Tenant refuses or neglects to make repairs to the Premises that are requiredunder the terms of this Lease, then, Landlord shall have the right after 30 dayswritten notice to Tenant, but shall not be obligated, to make such repairs on behalfof and for the account of Tenant. In such event, work shall be paid for in full byTenant as Additional Rent promptly upon receipt of a bill thereof.

12.2. If Landlord shall fail to maintain the Building or the Common Areas in conditionand repair as required by this Lease, then Tenant shall have the right, but not theobligation, after 30 days written notice to Landlord, to make such repairs onbehalf of and for the account of Landlord. In such event, the cost of such repairsshall be paid by Tenant and upon such payment, Landlord shall promptly upondemand reimburse Tenant therefor. If Landlord shall fail to reimburse Tenant forpayments made hereunder within 60 days of demand, then Tenant may offset allclaims hereunder against the Rent.

13. LIENS.

13.1. Should any mechanic's or other lien be filed against the Premises because ofTenant's acts or omissions or because of a claim against Tenant, Tenant shallcause the same to be canceled and discharge of record by bond or otherwisewithin one hundred twenty (120) days after notice by Landlord. Tenant's failure todo so shall constitute a material default under this Lease, without the necessity forany further notice by Landlord to Tenant.

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14. LIABILITY.

14.1. Tenant shall indemnify Landlord and save it harmless from any suits, actions,damages, liability and expense in connection with loss of life, bodily or personalinjury or property damage arising from or out of the use or occupancy by Tenantof the Premises or any part thereof, or occasioned wholly or in part by acts oromissions of Tenant, its agents, contractors, employees, servants, invitees,licensees or concessionaires whether occurring in or about the Premises or inCommon Areas and facilities or elsewhere on the Property, but Tenant shall notbe liable for injury or damage proximately caused by the negligence of Landlordor its agents, servants or employees, unless such damage or injury is covered byinsurance Tenant is required to provide or does provide. This obligation to

indemnify shall include reasonable costs, expenses and liabilities reasonablyincurred from the first notice that any claim or demand is to be made or may bemade. Tenant shall give notice to Landlord in case of fire or accidents on thepremises, in the building and property or of defects therein or any fixtures orequipment.

15. HAZARD INSURANCE.

15.1. Landlord shall carry and maintain a policy or policies of fire and extendedcoverage insurance with standard coverage vandalism, malicious mischief, specialextended perils (all risk) endorsements to the extent of the replacement value ofthe Building. Such insurance shall include a loss rental endorsement providingcoverage equal to not less than twelve (12 months) rent. Tenant shall maintainduring any period of construction upon the Premises by Tenant such insurance asbuilder's risk and workers compensation for the benefit of Landlord, Tenant andany Mortgagee, as their interests may appear, with coverages approved in advanceby Landlord. If Tenant installs upon the Premises any electrical equipmentwhich constitutes an overload of the electrical lines of the Premises, Tenant shallat its own expense make whatever changes are necessary to comply with therequirements of the insurance underwriters and any governmental authorityhaving jurisdiction thereover, but nothing herein contained shall be deemed toconstitute Landlord's consent to such overloading. Tenant shall, at its ownexpense, comply with all requirements, including the installation of fireextinguishers or automatic dry chemical extinguishing system, or the insuranceunderwriters or any governmental authority having jurisdiction thereover,necessary for the maintenance of reasonable fire and extended coverage insurancefor the Building and the Common Areas.

15.2. Tenant further covenants and agrees that from and after the commencement ofany work by Tenant in the Premises, Tenant will carry and maintain, at its solecost and expense, the following types of insurance, and the amounts specified in

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the form provided for in 1: Standard Commercial General Public LiabilityInsurance: the limits of liability of such insurance bill shall be in an amount notless than $2 million per occurrence, personal injury including death in an amountof not less than $2 million per occurrence, property damage liability in an amountof $1 million per occurrence. All such policies shall name the Landlord as an

insured there in and Tenant will furnish copies of all such policies to Landlord."All risk" property insurance covering Tenants leasehold improvements,alterations, additions or improvements, trade fixtures, merchandise and personalproperty from time to time in or upon the Premises, providing protection againstany peril included within the classification "fire and extended coverage" togetherwith insurance against sprinkler damage, vandalism and malicious mischief. Suchproperty insurance policy shall contain appropriate endorsements waivinginsurers right of subrogation against Landlord. Any policy proceeds shall beused for the repair or replacement of the property damaged or destroyed unlessthis Lease shall cease and terminate under the provisions of Damages andDestruction provisions herein.

15.3. All policies of insurance provided for herein shall be issued by nationallyrecognized insurance companies licensed to do business in the State ofConnecticut. All such policies shall be issued in the names of Landlordand Tenant, and if requested by Landlord, Landlord's first mortgagee, whichpolicies shall be for the mutual and joint benefit and protection of Landlord,Tenant and Landlord's mortgagee, and executed copies of such policiesof insurance or certificates thereof shall be delivered to Landlord within ten (l 0)days after the commencement of the term and thereafter, executed copies ofrenewal policies or certificates thereof shall be delivered to Landlord within thirty(30) days prior to the expiration of the term of each such policy. As often as anysuch policy shall expire or terminate, renewal or additional policies shall beprocured and maintained by the Tenant in like manner to like extent. All policiesof insurance delivered to the Landlord must contain a provision that the companywriting said policy will use its best efforts to give to the Landlord twenty (20)

days notice in writing in advance of any cancellation or lapse or the effective dateof any reduction in the amounts of insurance. All public liability, property damageand other casualty policies shall be written as primary policies, not contributingwith and not in excess of coverage which the Landlord maycarry. Notwithstanding anything to the contrary contained within this Section, theTenant's obligations to carry insurance provided for herein may be brought withinthe coverage of a so-called blanket policy or policies of insurance carried andmaintained by the Tenant; provided, however, that the Landlord and Landlord'sfirst mortgagee shall be named as an additional insured thereunder as their interestmay appear and that the coverage afforded the Landlord will not be reduced ordiminished by reason of the use of such blanket policy of insurance, and providedfurther that the requirements set forth herein are otherwise satisfied. The Tenantagrees to permit the Landlord at all reasonable times to inspect the policies ofinsurance of the Tenant covering risks upon the Premises for which policies orcopies thereof are not required to be delivered to the Landlord.

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15.4. Landlord shall indemnify Tenant for any and all insurance premium increasesoccasioned wholly or in part by acts or omissions of Landlord, its agents,contractors, employees, servants, invitees, licensees or concessionaires whetheroccurring in or about the premises or in common areas and facilities or elsewhere

on the property of Landlord.

16. DAMAGE AND DESTRUCTION.

16.1. If the Premises shall be partially damaged by any casualty insured under theLandlord's insurance policy, Landlord shall, upon receipt of the insuranceproceeds, repair the same, and the Rent shall be abated proportionately as to thatportion of the Premises rendered untenantable. If the Premises, or the Property ofwhich the leased Premises are a part, (a) by reason of such occurrence is renderedwholly untenantable or (b) should be damaged as a result of a risk which is notcovered by Landlord's insurance, then or in any such events, Landlord may eitherelect to repair the damage or may cancel this Lease by notice of cancellationwithin thirty (30) days after such event and thereupon this Lease shall expire, theTenant shall vacate and surrender the Premises to Landlord. Tenant's liability forrent upon the termination of this Lease shall cease as of the day following theevent or damage. In the event Landlord elects to repair the damage insured underLandlord's policies, any abatement of rent shall end five (5) days after notice byLandlord to Tenant that the Premises have been repaired. If the Premises are notsubstantially restored so as to be reasonably useable by Tenant within forty-five(45) days after such damage, then Tenant may cancel this Lease by notice inwriting to Landlord at any time after such period and before substantialrestoration. If the damage is caused by the negligence of Tenant or its employees,agents, invitees or concessionaires, there shall be no abatement of rent. Unlessthis Lease is terminated by Landlord, Tenant shall repair and refixture the interiorof the Premises in a manner and to at least a condition equal to that existing priorto its destruction or casualty and the proceeds of an insurance carried by Tenanton its property and improvements shall be held in trust by Tenant for the purposeof said repair or replacement.

17. CONDEMNATION.

17.1. Total. If the whole of the Premises, or the Property of which the leased Premisesare a part, shall be acquired or parent taken by eminent domain for any public orquasi-public use or purpose then this Lease and the term herein shall cease and

terminate as of the date of title vesting in such proceeding.

17.2. Partial. If any part of the Premises shall be taken as aforesaid, and such partialtaking shall render that portion not so taken unsuitable for the business of theTenant, then this Lease may be terminated at Tenant's option; provided Tenantexercises its option to terminate within ninety (90) days of the acquisition ortaking by eminent domain. In the event Tenant does not terminate as aforesaid,then the term hereof shall be reduced in the same proportion that the floor area of

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the Premises taken bears to the original floor area and Landlord shall, uponreceipt of the award in condemnation, make all necessary repairs or alterations tothe Premises and Building so as to constitute the portion of the Building nottaken a complete architectural unit, but such work shall not exceed the scope ofthe work to be done by Landlord in originally constructing said Building, nor

shall Landlord in any event be required to spend for such work an amount inexcess of the net amount received by Landlord as an award or damages for thepart of the Premises so taken. "Net amount received by Landlord" shall mean thatpart of the award in condemnation after deducting all expenses in connection withthe condemnation proceedings, which is free and clear to Landlord of anycollection by mortgagees for the value of the diminished fee. If this Lease isterminated as provided in this Section, the rent shall be paid up to the day thatpossession is so taken by public authority and Landlord shall make an equitablerefund of any rent paid by Tenant in advance.

17.3. Award. Tenant shall not be entitled to and expressly waives all claim to any

condemnation award for any Taking, whether whole or partial, and whether fordiminution in value of the leasehold or the fee, although Tenant Shall have theright, to the extent that the same shall not reduce Landlord's award, to claim fromthe condemners, but not from Landlord, such compensation as may berecoverable by Tenant in its own right for damage to Tenants business and tradefixtures, if such claim can be made separate and apart form any award to Landlordand without prejudice to Landlord's award.

18. LATE CHARGE.

18.1. In order to defray the additional expenses involved in collecting and handlingdelinquent payments, Tenant shall pay a late charge equal to ten (10%) percent ofthe amount of any installment of Rent which is paid more than ten (10) days afterthe due date thereof. This charge is intended to compensate Landlord foradditional costs incurred by it, and is not to be considered a penalty. Failure ofLandlord to insist upon the payment of this late charge, isolated or repeated, shallnot be deemed a waiver of Landlord's right to impose such charge for anyfuture default.

19. ACCORD AND SATISFACTION.

19.1. No payment by Tenant or receipt of Landlord of a lesser amount than the monthlyrent herein stipulated shall be deemed to be other than on account of the earliest

stipulated rent, nor shall any endorsement or statement on any check or letteraccompanying any check or payment as rent be deemed an accord andsatisfaction, and Landlord may accept such check or payment without prejudice toLandlord's right to recover the balance of such rent or pursue any other remedy inthe Lease provided. In the event this Lease requires Tenant to submit paymentmonthly for items other than the base rent and in the event Tenant submits apayment of less than the total combine amount of all of said payments, then the

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Landlord shall have the option to credit said payments toward any of said itemsit so desires, notwithstanding any specification of Tenant.

20. DEFAULT.

20.1. If Tenant makes any transfer, assignment, conveyance, sale, pledge or dispositionof all or a substantial portion of its property, or removes a substantial portion ofits personal property from the Premises other than by reason of an assignment orsubletting of the Premises permitted under this Lease, or if the Tenant's interestherein shall be sold under execution, or if the Tenant fails to conduct business inthe leased premises for a period of 30 consecutive days, then and forthwiththereafter the Landlord shall have the right, at its option and without prejudice toits rights hereunder, to terminate this Lease and recover possession of thePremises.

20.2. All of the remedies given to the Landlord in this Section, or elsewhere in thisLease in the event of default by Tenant, are in addition to and not in derogation ofall other rights or remedies to which Landlord may be entitled under the laws ofthe State of Connecticut, and all such remedies shall be deemed cumulativesuch that the election of one shall not be deemed a waiver of any other of furtherrights or remedies. Tenant shall also pay all costs, expenses and reasonableattorney's fees incurred by Landlord in enforcing the terms of this Lease.

20.3. If the Tenant shall make default in payment of the rents reserved hereunder for aperiod of (10) days after written notice from Landlord to Tenant that any of thesame shall have become due and payable as aforesaid, and have not been paid orif default shall be made by Tenant in any of the other covenants and agreementsherein contained to be kept and fulfilled on the part of the Tenant and such defaultshall continue for a period of thirty (30) days after written notice of such default isgiven by the Landlord , Landlord may invoke the provisions below.

20.4. Upon a Tenant Default, and after any applicable cure period, Landlord may: (i)terminate this Lease after giving Tenant at least thirty (30) days written notice ofits intention to do so and in accordance with any Legal Requirements governingsuch termination, and Tenant shall then surrender the Premises to Landlord; or (ii)enter and take possession of the Premises, in accordance with any LegalRequirements governing such repossession, and remove Tenant, with or withouthaving terminated this Lease. Landlords exercise of any of its remedies or itsreceipt of Tenants keys shall not be considered an acceptance or surrender of thePremises by Tenant. A surrender must be agreed to in writing and signed by bothparties.

20.5. If Landlord terminates this Lease or terminates Tenants right to possess thePremises because of a Tenant Default, Landlord may hold Tenant liable for, but

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subject to the terms of this subsection: (i) Fixed Rent and other indebtedness,which shall include Additional Rent that otherwise would have been payable byTenant to Landlord prior to the expiration of the Term, less any amount thatLandlord receives from reletting the Premises after all of Landlords costs andexpenses incurred in such reletting have been subtracted; (ii) any reasonable

amounts Landlord incurs in reletting the Premises during the remainder of theTerm; and (iii) other necessary and reasonable expenses incurred by Landlord inenforcing its remedies. Tenant shall be liable for only those actual damagessuffered by Landlord. Tenant shall pay any such sums due within thirty (30) daysof receiving Landlords proper and correct invoice for the amounts. Landlord isnot entitled to accelerate Fixed Rent or any other amounts that would become duefrom Tenant to Landlord. During each collection action, Landlord shall belimited to the amount of Fixed Rent due that would have accrued had the Leasenot been terminated. Landlord shall mitigate any damage, for example by makingbest efforts to relet the Premises on reasonable terms.

20.6. During the six (6) months prior to the expiration of this Lease or any renewalterm, Landlord may place upon the said Premises "To Let" or "For Sale" signswhich Tenant shall permit to remain thereon.

21. BANKRUPTCY.

21.1. To the full extent permissible under the Bankruptcy Reform Act of 1978,specifically Section 365 thereof (11 U.S.C. 365) or any successor thereto, ifTenant shall file a voluntary petition in bankruptcy or take the benefit of anyinsolvency act or be dissolved or adjudicated as bankrupt, or if a receiver shall beappointed for its business or its assets and the appointment of such receiver is notvacated within sixty (60) days after such appointment, or if it shall make anassignment for the benefit of its creditors, then and forthwith thereafter theLandlord shall have all of the rights provided in the Default provisions above inthe event of nonpayment of rent.

22. ACCESS TO PREMISES.

22.1. Landlord shall have the right, on prior notice and during normal business hours,except in emergency, to enter the Premises to inspect or to exhibit the same toprospective purchasers, mortgagees, and tenants and to make such repairs,additions, alteration or improvements as Landlord may deem reasonably desirableprovided the same do not materially interfere with Tenants use and enjoyment ofthe Premises and the Common Areas. Landlord shall be allowed to take allmaterial in, to and upon said Premises that may be required therefore without thesame constituting an eviction of Tenant in whole or in part, while said work is inprogress by reason of loss or interruption of Tenant's business or otherwise andTenant need not be personally present to permit an entry into said Premises whenfor any reason an entry therein shall be permissible, Landlord may enter the sameby a master key which shall be provided to the Landlord by Tenant. The

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provisions of the Section shall not be construed to impose upon Landlord anyobligation whatsoever for the maintenance or repair of the Building or any partthereof accept as otherwise herein.

23. SUBORDINATION.

23.1. At the option of Landlord or any mortgagees, this Lease and the Tenant's interesthereunder shall be subject and subordinate to any mortgage, deed of trust, groundor underlying leases or any method of financing or refinancing now or hereafterplaced against the Property (individually, a Permitted Mortgage), and/or thePremises, and/or the Building; and to all renewals, modifications, replacements,consolidations and extensions If the holder of record of any mortgage coveringthe Property shall have given prior written notice to Tenant that it is the holder of

said mortgage and such notice includes the address at which notice to suchmortgages are to be sent, then Tenant agrees to give to the holder of record ofsuch mortgage notice simultaneously with any notice given to Landlord to correctany default of Landlord as hereinabove provided, and agrees that the holder ofrecord of such first mortgage shall have the right, within sixty (60) days afterreceipt of said notice, to correct or remedy such default before Tenant may takeany action under this Lease by reason of such default.

24. ATTORNMENT.

24.1. Tenant shall, in the event of the sale or assignment of Landlord's interest in thePremises, or in the event of any proceeding brought for the foreclosure of, or inthe event of exercise of the power of sale under any mortgage made by Landlordcovering the Premises, attorn to the purchaser or foreclosing mortgagee andrecognize such purchaser of foreclosing mortgagee as Landlord under this Lease.

25. QUIET ENJOYMENT.

25.1. The obligations contained in this lease to be performed by the Landlord shall bebinding upon Landlord's successors and assigns during their respective periods ofownership. Upon the Tenant's paying the fixed base rent and any additional rentand performing all of the Tenant's material obligations under this lease, theTenant may peacefully and quietly enjoy the leased Premises during the leaseterm, renewal or any extended or holdover term as against all persons, entitiesand/or mortgagees lawfully claiming by or through the Landlord.

26. FORCE MAJEURE.

26.1. Landlord shall be excused for the period of any delay in the performance of anyobligations hereunder, when prevented from so doing by cause or causes beyond

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Landlord's control which shall include, without limitation, all labor disputes, civilcommotion, war, war-like operation, invasion, rebellion, hostilities, militaryor usurped power, sabotage, governmental regulations or controls, fire or othercasualty, inability to obtain any material, services or financing or through acts ofGod. Landlord shall not be entitled to rely upon this section unless it shall advise

the Tenant in writing, of the existence of any force majeure preventing theperformance of any obligation of Landlord within five (5) days after thecommencement of the force majeure. Tenant shall similarly be excused for delayin the performance of obligations hereunder, provided that nothing contained inthis Section or elsewhere in this Lease shall be deemed to excuse or permit anydelay in the cure of any default which may be cured by the payment ofmoney. Tenant shall not be entitled to rely upon this Section unless it shall advisethe Landlord in writing, of the existence of any force majeure preventing theperformance of any obligation of Tenant within five (5) days after thecommencement of the force majeure.

27. END OF TERM.

27.1. At the expiration of this Lease, Tenant shall surrender the Premises in the samecondition as it was in upon delivery of possession thereto under this Lease,reasonable wear and tear excepted, and shall deliver all keys and combinations tolocks, safes and vaults to Landlord. Before surrendering said Premises, Tenantshall remove all its personal property including all trade fixtures, and shall repairany damage caused thereby. Tenant's obligations to perform this provision shallsurvive the end of the term of this Lease, the said property shall be deemedabandoned and shall become the property of Landlord.

28. HOLDING OVER.

28.1. Any holding over after the expiration of this term or any renewal term shall beconstrued to be tenancy at will and shall otherwise be on the terms hereinspecified so far as applicable.

29. NO WAIVER.

29.1. Failure of Landlord to insist upon the strict performance of any provision of thisLease or to exercise any option or any rules and regulations herein contained shallnot be construed as a waiver for the future of any such Provision, rule or option.The receipt by Landlord of rent with knowledge of the breach of any provision ofthis Lease shall not be deemed a waiver of such breach. No provision of thisLease shall be deemed to have been waived unless such waiver is in writingsigned by Landlord. No payment by Tenant or receipt by Landlord of a lesseramount than the monthly rent shall be deemed to be other than on account of theearliest rent then unpaid nor shall any endorsement or statement on any check orany letter accompanying any check or payment as rent be deemed an accord andsatisfaction and Landlord may accept such check or payment without prejudice to

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Landlords right to recover the balance of such rent or pursue any other remedy inthis Lease provided.

30. NOTICES.

30.1. Any notice, demand, request or other instrument which may be or are required tobe given under this Lease shall be delivered in person or sent by United StatesCertified or Register Mail; postage prepaid, and shall be addressed to theaddresses in section 1 above.

30.2. Either party may designate such other address as shall be given by written notice.

31. RECORDING.

31.1. Neither Landlord nor Tenant shall record this Lease in any governmental orpublic office.

32. PARTIAL INVALIDITY.

32.1. If any provision of this Lease or application thereof to any person or circumstanceshall to any extent be invalid, the remainder of the Lease or the application ofsuch provision to persons or circumstances other than those as to which it is heldinvalid shall not be affected thereby and each provision of this Lease shall bevalid and enforced to the fullest extent permitted by law.

33. SUCCESSORS AND ASSIGNS.

33.1. Except as otherwise expressly provided, all provisions herein shall be bindingupon and shall inure to the benefit of the parties, their legal representatives,successors and assigns. Each provision to be performed by Tenant shall beconstrued to be both a covenant and a condition, and if there shall be more thanone Tenant, they shall all be bound jointly and severally, by these provisions.

34. ENTIRE AGREEMENT.

34.1. This Lease and the Exhibits, Riders and/or Addenda, if any, attached, set forth theentire agreement between the parties. Any prior conversations or writings aremerged herein and extinguished. No subsequent amendment to this Lease shall bebinding upon Landlord or Tenant unless reduced to writing andsigned. Submission of this Lease for examination does not constitute an optionfor the Premises and becomes effective as a Lease only upon execution anddelivery thereof by Landlord to Tenant. If any provision contained in a rideror addenda is inconsistent with any other provision of this Lease, the provision

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contained in said rider or addenda shall supersede said other provision, unlessotherwise provided in said rider or addenda.

35. CAPTIONS.

35.1. The captions, numbers and index appearing herein are inserted only as a matter ofconvenience and are not intended to define, limit, construe or describe in thescope or intent of any paragraph, nor in any way affect this Lease.

36. DEFINITION OF LANDLORD AND TENANT OBLIGATIONS.

36.1. If there should be more than one Landlord or Tenant, the covenants of the

Landlord or of the Tenant shall be the joint and several obligations of each ofthem. In construing this Indenture, feminine or neuter pronouns shall besubstituted for those of masculine form and vice versa, and the plural for singular,and the singular for plural in any place in which the context may require.

37. GOVERNING LAW.

37.1. This Lease shall be construed, and the rights and obligations of Landlord andTenant shall be determined, according to the laws of the State of Connecticut.

38. PRE-JUDGMENT REMEDY, REDEMPTION, COUNTERCLAIM & JURY

TRIAL.

38.1. THE TENANT, FOR ITSELF AND FOR ALL PERSONS CLAIMINGTHROUGH OR UNDER IT, HEREBY ACKNOWLEDGES THAT THIS

LEASE CONSTITUTES A COMMERCIAL TRANSACTION AS SUCH

TERM IS USED AND DEFINED IN CHAPTER 903a OF THE

CONNECTICUT GENERAL STATUTES, SEC. 52-278a ET SEQ., AND

HEREBY EXPRESSL Y WAIVES ANY AND ALL RIGHTS WHICH ARE

OR MAY BE CONFERRED UPON THE TENANT BY SAID STATUTE

TO ANY NOTICE OR HEARING PRIOR TO A PRE-JUDGMENT

REMEDY.

38.2. LANDLORD AND TENANT AGREE THAT ANY SUIT, ACTION ORPROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT

BY LANDLORD OR TENANT ON OR WITH RESPECT TO THIS

SUBLEASE OR THE DEALINGS OF THE PARTIES WITH RESPECT

HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND

NOT BY A JURY. LANDLORD AND TENANT EACH HEREBY

KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY

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RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR

PROCEEDING. FURTHER, TENANT WAIVES ANY RIGHT IT MAY

HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR

PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE,

CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN

ADDITION TO, ACTUAL DAMAGES. TENANT ACKNOWLEDGESAND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL

ASPECT OF THIS SUBLEASE AND THAT LANDLORD WOULD NOT

ENTER INTO THIS SUBLEASE IF THE WAIVERS SET FORTH IN THIS

SECTION WERE NOT A PART OF THIS SUBLEASE.

38.3. Tenant further expressly waives any and all rights which are or may be conferredupon the Tenant by any present or future law or redeem the said Premises, or toany new trial in any action of ejection under any provision of law, after re-entrythereupon, or upon any part thereof, by the Landlords, or after any warrant todispossess or judgment in ejection.

39. LANDLORDS IMPROVEMENTS.

39.1. Tenants accept the Premises in their present condition and Landlord shall not beobliged to make any Improvements or repairs of any nature, except as specificallyproven herein.

40. ESTOPPEL CERTIFICATE.

40.1. Upon written request by the Landlord or Tenant from time to time, the other shallpromptly execute Estoppel Certificates, in a form reasonable acceptable to bothparties.

WITNESSES: LANDLORD:

, Duly AuthorizedTENANT

By:

TENANT

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By:

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