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Sample Business ContractsHome: Sample Business Contracts: LEASE AGREEMENT
BRANDYWINE RESEARCH LLC
Landlord
and
EMERGENT BIOSOLUTIONS INC.
Tenant
2273 Research Boulevard
Rockville, Maryland 20850 Dated: June 27, 2006
TABLE OF CONTENTS
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-ii-
LEASE AGREEMENT
THIS LEASE AGREEMENT (this “Lease”) is entered into as of June 27, 2006, between BRANDYWINE RESEARCH LLC, a Delaware limited liability company (“Landlord”), and EMERGENT BIOSOLUTIONS INC., a Delaware corporation, having a place of business at 300 Professional Drive, Suite 250, Gaithersburg, Maryland 20879 (“Tenant”).
WITNESSETH
In consideration of the mutual covenants herein set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:
1. Summary of Defined Terms.
The following defined terms, as used in this Lease, shall have the meanings and shall be construed as set forth below:
(a) “Building”: The Building located at 2273 Research Boulevard, Rockville, Maryland 20850.
(b) “Project”: The Building, the land on which the Building is located (“Land”), and any common areas, parking facilities and all other improvements located thereon.
(c) “Premises”: Suite 400, consisting of 22,872 square feet of Rentable Area comprising a portion of the fourth (4th) floor of the Building shown on the space plan attached hereto as Exhibit A.
(d) “Term”: From the Commencement Date for a period of 120 months, ending on the last calendar day of the 120th month following the Commencement Date. Reference is hereby made to Tenant’s renewal right in Section 33, and termination right in Section 35.
(e) “Fixed Rent”:
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(g) “Security Deposit”: $49,000.
(h) “Estimated Occupancy Date”: October 1, 2006.
(i) “Tenant’s Allocated Share”: 15.32%;
(j) “Base Year”: 2007.
(l) “Permitted Uses”: Tenant’s use of the Premises shall be limited to general office use and storage ancillary thereto.
(m) “Broker”: A Landlord affiliate, together with Studley, Inc.
(n) “Notice Address/Contact”
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(o) “Tenant’s North American Industry Classification Number”: 2834
(p) “Additional Rent”: All sums of money or charges required to be paid by Tenant under this Lease other than Fixed Rent, whether or not such sums or charges are designated as “Additional Rent.”
(q) “Rent”: All Fixed Rent and Additional Rent payable by Tenant to Landlord under this Lease.
(r) “Office Park”: The complex of office buildings presently known as Research Office Center, Rockville, Maryland
2. Premises. Landlord does hereby lease, demise and let unto Tenant and Tenant does hereby hire and lease from Landlord the Premises for the Term, upon the provisions, conditions and limitations set forth herein.
3. Term.
(a) The Term of this Lease shall commence (the “Commencement Date”) on the date which is the earlier of (i) when Tenant, with Landlord’s prior consent, assumes possession of the Premises and commences to use the Premises for its Permitted Uses, or (ii) upon Substantial Completion of Landlord’s Work (as both such terms are defined in Exhibit E — Work Letter). The Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation of Lease Term in the form attached hereto as Exhibit B. If Tenant fails to object to the Confirmation of Lease Term within ten (10) business days of its delivery, Landlord’s determination of such dates shall be deemed accepted.
(b) Upon notification by Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the Premises at which time a list of Punchlist Items, if any, shall be completed. Landlord shall use commercially reasonable efforts to complete the Punchlist Items within thirty (30) days after such inspection.
-3- (c) In the event that the Premises are not ready for Tenant’s occupancy at the time herein fixed for the beginning of the Term of this Lease, because of any alterations or construction now or hereafter being carried on either to the Premises or the Building (unless such alterations are being done by Tenant or Tenant’s contractor, in which case there shall be no suspension or proration of rental or other sums), or because of any restrictions, limitations or delays caused by government regulations or governmental agencies, this Lease and the Term hereof shall not be affected thereby, nor shall Tenant be entitled to make any claim for or receive any damages whatsoever from Landlord; provided, however, no rent or other sums herein provided to be paid by Tenant shall become due until the Premises are substantially completed and deemed by Landlord to be ready for Tenant’s occupancy, and until that time, the rent and other sums due hereunder shall be suspended.
Any provision of this Section to the contrary notwithstanding, if Landlord has not Substantially Completed Landlord’s Work on or before February 15, 2007 (the “Outside Date”), Tenant shall have the right to elect, as its sole remedy, to terminate this Lease by giving Landlord written notice of such exercise at any time after the Outside Date, which notice shall be effective on the fifteenth (15th) day after Landlord’s receipt of Tenant’s notice (the “Effective Termination Date”). If Tenant elects to terminate this Lease as aforesaid and Landlord Substantially Completes Landlord’s Work before the Effective Termination Date, Tenant’s election to terminate this Lease shall be null and void and this Lease shall continue in full force and effect. The Outside Date shall be extended by one (1) day for each day, if any, that Landlord is delayed in Substantially Completing Landlord’s Work due to any Tenant Delay and/or force majeure event. If Tenant properly exercises its right to terminate this Lease and Landlord has not Substantially Completed Landlord’s Work on or before the Effective Termination Date, this Lease shall thereafter be null and void, except as otherwise expressly provided in this Lease to the contrary.
4. Construction by Landlord. Subject to Landlord’s maintenance and repair obligations set forth in this Lease and except as otherwise expressly set forth in Exhibit E to this Lease to the contrary, Tenant accepts the Premises in “AS IS” condition as of the date of delivery of possession to Tenant, without any warranty or representation, express or implied, by or on behalf of Landlord as to the condition or usability thereof, and without any obligation on the part of Landlord to make, have made, pay for, or contribute to the payment for any demolition, alteration, addition, repair, replacement or improvement in or to the Premises, including, without limitation, to perform any Landlord work to make the Premises ready for occupancy or to provide any free rent allowance, painting allowance, rent holiday, free rent, build-out allowance, contribution or other inducement therefor. In addition, Landlord shall have no obligation to provide Tenant with any leasehold improvement allowance or other allowance except as expressly set forth in Exhibit E to this Lease. The foregoing notwithstanding, Tenant shall not be deemed to have waived latent defects in the Premises which defects Tenant reports to Landlord in writing within six (6) months after the Commencement Date. Notwithstanding the foregoing, Tenant shall be entitled to occupy the Premises during the thirty (30) days prior to the Commencement Date for the limited purposes of installing Tenant’s office equipment and fixtures and communication lines. Such occupancy by Tenant shall be subject to all of the terms and conditions of this Lease, except for the obligation to pay Fixed Rent or regular installments of Additional Rent.
-4- 5. Fixed Rent; Security Deposit.
(a) (i) Tenant shall pay to Landlord without notice or demand and except as otherwise expressly provided herein, without set-off, the annual Fixed Rent in equal monthly installments as set forth in Article 1, in advance on the first day of each calendar month during the Term by (i) check sent to Landlord, to the Rental Payment address set forth in Section 1(f), or (ii) wire transfer of immediately available funds to the account at First Union National Bank, Salem NJ account no. 2030000359075 ABA #031201467; such transfer to be confirmed by Landlord’s accounting department upon written request by Tenant. All payments must include the following information: Building No. ___and Lease No. ___. The Building number and the Lease number will be provided to Tenant in the Confirmation of Lease Term. Notwithstanding the immediately preceding sentence, the first (1st) full month’s installment of Fixed Rent and the Security Deposit shall be paid upon the execution of this Lease by Tenant.
(ii) Any provision of this Lease to the contrary notwithstanding, provided that no Event of Default has occurred, Tenant shall be entitled to an abatement of, and Landlord hereby waives Tenant’s obligation to pay, the first four (4) monthly installments of Fixed Rent payable after the Commencement Date. Nothing herein contained shall be deemed to diminish or relieve Tenant of its obligation to pay in accordance with the terms of this Lease all other sums owed by Tenant to Landlord under this Lease. Commencing with the fifth (5th) full month of the Term, regular installments of Fixed Rent shall then and thereafter be payable in full by Tenant in accordance with the terms of this Lease. The abatement under this Section 5(a)(ii) shall commence immediately after any abatement Tenant is entitled to under Section 5(a)(iii).
(iii) Any provision of this Lease to the contrary notwithstanding, if Landlord has not Substantially Completed Landlord’s Work on or before December 31, 2006 (such date shall be extended on a day-for-day basis for each day, if any, that Landlord is delayed in Substantially Completing Landlord’s Work due to any Tenant Delay and/or force majeure event), Tenant shall be entitled to a day-for-day abatement of Fixed Rent for each day after such date until Landlord has Substantially Completed Landlord’s Work.
(b) If any Fixed Rent or Additional Rent, charge, fee or other amount due from Tenant under the terms of this Lease are not paid to Landlord when due, Tenant shall also pay as Additional Rent a service and handling charge equal to five percent (5%) of the total payment then due. The late charge shall accrue and be payable on the day immediately following the date when the payment was due, irrespective of any grace period granted hereunder. This provision shall not prevent Landlord from exercising any other remedy herein provided or otherwise available at law or in equity in the event of any default by Tenant. Notwithstanding the foregoing, Tenant shall not be liable for such late fee and interest for the first such failure in any twelve (12)-month period.
-5- (c) Tenant shall deliver to Landlord a letter of credit in the form attached as Exhibit G for the Security Deposit, as security for the prompt, full and faithful performance by Tenant of each and every provision of this Lease and of all obligations of Tenant hereunder. With respect to any portion of the Security Deposit held as cash, no interest shall be paid to Tenant on the Security Deposit, and Landlord may commingle the Security Deposit with other security deposits held by Landlord. If Tenant fails to perform any of its obligations hereunder, Landlord may use, apply or retain the whole or any part of the Security Deposit for the payment of (i) any rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord on Tenant’s behalf in accordance with the provisions of this Lease, and/or (iii) any sum which Landlord may expend or be required to expend by reason of Tenant’s default, including, without limitation, any damage or deficiency in or from the reletting of the Premises as provided in this Lease. The use, application or retention of the Security Deposit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be required to proceed against the Security Deposit) and shall not operate as either liquidated damages or as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Security Deposit is used, applied or retained by Landlord for the purposes set forth above, Tenant shall, within ten (10) days after the written demand therefor is made by Landlord, deposit cash with the Landlord in an amount sufficient to restore the Security Deposit to its original amount.
(d) If no Event of Default by Tenant then exists, the Security Deposit, or any balance thereof, shall be returned to Tenant without interest within thirty (30) days after the expiration of the Term or upon any later date after which Tenant has vacated the Premises. In the absence of evidence satisfactory to Landlord of any permitted assignment of the right to receive the Security Deposit, Landlord may return the same to the original Tenant, regardless of one or more assignments of Tenant’s interest in this Lease or the Security Deposit. Upon the return of the Security Deposit, or the remaining balance thereof, to the original Tenant or any successor to the original Tenant, Landlord shall be completely relieved of liability with respect to the Security Deposit.
(e) If the Project or the Building is transferred, Landlord may transfer the Security Deposit to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such Security Deposit. Upon the assumption of such Security Deposit by the transferee, Tenant shall look solely to the new landlord for the return of said Security Deposit, and the provisions hereof apply to every transfer or assignment made of the Security Deposit to a new landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Security Deposit and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. The Security Deposit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without Landlord’s prior written consent.
-6- 6. Additional Rent.
(a) Commencing on January 1, 2008, and in each calendar year thereafter during the Term (as same may be extended), Tenant shall pay to Landlord without deduction or set off except as otherwise expressly provided in this Lease to the contrary, Tenant’s Allocated Share of the amount by which Operating Expenses (hereinafter defined) exceed the Operating Expenses in the Base Year. As used herein, “Operating Expenses” means:
(i) Operating Expenses. All costs and expenses related to the Project incurred by Landlord, including, but not limited to:
(A) All costs and expenses related to the operation of the Building and Project, including, but not limited to, lighting, cleaning the Building exterior and common areas of the Building interior, trash removal and recycling, repairs and maintenance of the roof and storm water management system, fire suppression and alarm systems, concierge services for the Project, utilities, removing snow, ice and debris and maintaining all landscape areas, (including replacing and replanting flowers, shrubbery and trees), maintaining and repairing all other exterior improvements on the Project, all repairs and compliance costs necessitated by laws enacted or which become effective after the date hereof (including, without limitation, any additional regulations or requirements enacted after the date hereof regarding the ADA (hereinafter defined) (as such applies to the Project or common areas but not to any individual tenant’s space), if applicable) required of Landlord under applicable laws and rules and regulations;
(B) All costs and expenses incurred by Landlord for environmental testing, sampling or monitoring required by statute, regulation or order of governmental authority, except any costs or expenses incurred in conjunction with the spilling or depositing of any hazardous substance caused by Landlord, its officers, employees, agents or contractors or for which any person or other tenant is legally liable and (in the case of another person) Landlord is reimbursed for by such other person.;
(C) Any other expense or charge (including reasonably allocated general and administrative charges) which would typically be considered an expense of maintaining, operating or repairing the Project under generally accepted accounting principles, consistently applied;
(D) Management fee not to exceed three percent (3%) of the gross Rents from the Building. It is expressly understood that legal fees incurred in an action against an individual tenant shall not be deemed includable as an Operating Expense pursuant to this provision;
(E) Capital expenditures and capital repairs and replacements (i) which are reasonably anticipated to reduce or control the operating expenses of the Building, or (ii) are required by laws enacted or which become effective after the date hereof as provided in subsection 6(a)(i)(A) hereof shall be included as operating expenses solely to the extent of the amortized costs of same amortized on a straight-line basis using a commercially reasonable
-7- interest rate over the useful life of the improvement in accordance with generally accepted accounting principles, consistently applied;
(F) All insurance premiums paid or payable by Landlord for insurance with respect to the Project as follows: (a) fire and extended coverage insurance (including demolition and debris removal); (b) insurance against Tenant defaults, Landlord’s rental loss or abatement (but not including business interruption coverage on behalf of Tenant), from damage or destruction from environmental hazards, fire or other casualty; (c) Landlord’s commercial general liability insurance (including bodily injury and property damage) and boiler insurance; and (d) such other insurance as Landlord may reasonably require or any reputable mortgage lending institution holding a mortgage on the Premises may require. If the coverage period of any of such insurance obtained by Landlord commences before or extends beyond the Term, the premium therefore shall be prorated to the Term. If any such insurance is provided by blanket coverage, the part of the premium allocated to the Project shall be equitably determined by Landlord but shall not exceed the amount of premium due if insurance was provided by a policy only insuring the Project. Should Tenant’s occupancy or use of the Premises at any time change and thereby cause an increase in such insurance premiums on the Premises, Building and/or Project, Tenant shall pay to Landlord the entire amount of such reasonably documented increase;
(G) property management office rent or rental value for an office not in excess of 2,000 square feet; and
(H) costs and fees incurred in implementing and operating any transportation management program, ride sharing or similar program required by applicable authorities or otherwise incurred in connection with any mass transit, energy conservation, transportation or similar program required by applicable authorities.
Other office buildings have been or may be developed in the Office Park that includes the Project and the Tax bill(s) for the Project might be included in the Tax bill(s) with such other buildings. In such case, Landlord shall reasonably allocate the Tax bill(s) (and any Operating Expenses pertaining to one or more buildings in the Office Park) amongst the Project and such other buildings.
(ii) Notwithstanding the foregoing, the term “Operating Expenses” shall not include any of the following:
(A) Repairs or other work occasioned by fire, windstorm or other insured casualty or by the exercise of the right of eminent domain to the extent of insurance proceeds or condemnation awards received therefor;
(B) Leasing commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with employees, consultants, other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord’s title to or interest in the real property or any part thereof;
-8- (C) Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of latent defects in construction of the Building or the discharge of Landlord’s Work;
(D) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space;
(E) Depreciation and amortization except as provided in subsection 6(a)(i)(E) hereof;
(F) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease;
(G) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser;
(H) Interest on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent;
(I) Ground rents or rentals payable by Landlord pursuant to any over-lease;
(J) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;
(K) Costs incurred in managing or operating any “pay for” parking facilities within the Project;
(L) expenses resulting from the gross negligence or willful misconduct of Landlord;
(M) Any fines or fees for Landlord’s failure to comply with governmental, quasi-governmental, or regulatory agencies’ rules and regulations;
(N) Legal, accounting and other expenses related to Landlord’s financing, re-financing, mortgaging or selling the Building or the Project;
(O) Taxes;
(P) Costs for sculpture, decorations, painting or other objects of art in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building;
-9- (Q) Cost of any political, charitable or civic contribution or donation;
(R) Costs that are capital in nature except as provided in Subsection 6(a)(i)(E) hereof;
(S) Salaries, wages, or other compensation paid to officers or executives of Landlord above the level of building manager;
(T) Costs of advertising and public relations and promotional costs associated with the leasing of the Building;
(U) Any expenses for which Landlord actually receives reimbursement from insurance, condemnation awards, other tenants or any other source;
(V) Costs incurred for any items to the extent covered by a manufacturer’s, materialman’s, vendor’s or contractor’s warranty;
(W) Costs incurred by Landlord which are associated with the operation of the business of the legal entity which constitutes Landlord as the same is separate and apart from the costs of the operation of the Building, including legal entity formation and maintenance charges, legal entity accounting (excluding the incremental accounting fees relating to the operation of the Building) and legal fees (other than with respect to Building operations);
(iii) Taxes. Commencing on January 1, 2008, and in each calendar year thereafter during the Term (as same may be extended), Tenant shall pay to Landlord, without deduction or set off, Tenant’s Allocated Share of the amount by which Taxes for such calendar year exceed the amount of Taxes during the Base Year. Taxes for the Base Year shall be deemed to be the Taxes for the Project for calendar year 2007, as reflected on the bills for such period rendered by the taxing authority for the Project (i.e., one-half (1/2) of the July, 2006 bill for Taxes for the Project, and one-half (1/2) of the July, 2007 bill for Taxes for the Project). Taxes shall be defined as all taxes, assessments and other governmental charges (“Taxes”), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which have heretofore been disclosed in writing to Tenant and which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder.
-10- (b) Commencing on January 1, 2008, Tenant shall pay, in monthly installments in advance, on account of Tenant’s Allocated Share of increases in Operating Expenses and Taxes, the estimated amount of such Operating Expenses and Taxes for such year in excess of the Base Year amount thereof as determined by Landlord in its reasonable discretion and as set forth in a notice to Tenant, such notice to include the basis for such calculation. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a “Lease Year”) or part thereof, Landlord shall send to Tenant a statement of the amount of Operating Expenses and Taxes in excess of the Base Year amount thereof and shall indicate what Tenant’s Allocated Share of increases in Operating Expenses and Taxes shall be. Said amount shall be paid in equal monthly installments in advance by Tenant as Additional Rent commencing January 1 of the applicable Lease Year.
(c) If during the course of any Lease Year, Landlord shall have reason to believe that the Operating Expenses shall be different than that upon which the aforesaid projections were originally based, then Landlord, one time in any calendar year, shall be entitled to adjust the amount by reallocating the remaining payments for such year, for the months of the Lease Year which remain for the revised projections, and to advise Tenant of an adjustment in future monthly amounts to the end result that the increases in Operating Expenses shall be collected on a reasonably current basis each Lease Year.
(d) In calculating the Operating Expenses as hereinbefore described, if during the Base Year or any subsequent Lease Year less than ninety-five (95%) percent of the rentable area of the Building shall have been occupied by tenants, then the Operating Expenses attributable to the Property shall be deemed for such Lease Year to be amounts equal to the Operating Expenses which would normally be expected to be incurred had such occupancy of the Building been at least ninety-five (95%) percent throughout such year, as reasonably determined by Landlord (i.e., taking into account that certain expenses depend on occupancy (e.g., janitorial) and certain expenses do not (e.g., landscaping)). Furthermore, if Landlord shall not furnish any item or items of Operating Expenses to any portions of the Building because such portions are not occupied or because such item is not required by the tenant of such portion of the Building, for the purposes of computing Operating Expenses, an equitable adjustment shall be made so that the item of Operating Expense in question shall be shared only by tenants actually receiving the benefits thereof.
(e) By May 30th of each Lease Year, Landlord shall send to Tenant a statement of actual expenses incurred for Operating Expenses and Taxes for the prior Lease Year showing the Allocated Share of increases thereof due from Tenant. If the amount prepaid by Tenant exceeds the amount that was actually due, then Landlord shall refund to Tenant at the time of delivery of such statement the amount of the over-charge. If Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within twenty (20) days of receipt.
(f) Each of the Operating Expenses and Tax amounts, whether requiring lump sum payment or constituting projected monthly amounts added to the Fixed Rent, shall for all purposes be treated and considered as Additional Rent and Tenant’s failure to pay the same as and when due in advance and without demand shall have the same effect as failure to pay any
-11- installment of the Fixed Rent and shall afford Landlord all the remedies in the Lease therefor as well as at law or in equity.
(g) If this Lease terminates other than at the end of a calendar year, Landlord’s annual estimate of Operating Expenses shall be accepted by the parties as the actual Operating Expenses for the year the Lease ends until Landlord provides Tenant with actual statements in accordance with subsection 6(e) above.
(h) Tenant may audit Landlord’s records of Operating Expenses and Taxes provided that any such audit may not occur more frequently than once each calendar year nor apply to any year prior to the year of the statement being reviewed. Tenant shall exercise such right by written notice to Landlord given not later than ninety (90) days from receipt of Landlord’s statement of Operating Expenses. If Tenant’s audit discloses any discrepancy, for a period of seven (7) business days, Landlord and Tenant shall negotiate in good faith to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in Rockville, Maryland. The decision rendered in such arbitration shall be final, binding and non-appealable. Arbitration expenses shall be divided equally between the parties, provided that individual legal and accounting expenses shall be the respective parties’ responsibility. If, by agreement or arbitration decision, it is determined that there is a six percent (6%) variance in Tenant’s favor, Landlord shall reimburse the actual, reasonable hourly costs to Tenant of Tenant’s audit (including legal and accounting costs). If Tenant’s auditor charges a contingent fee and Landlord is responsible for the payment of such fee, Landlord shall only pay the reasonable hourly fee of such auditor.
(i) Any provision of this Section to the contrary notwithstanding, in no event shall Controllable Expenses exceed Controllable Expenses from the prior year by more than seven (7%) percent. “Controllable Expenses” mean all Operating Expenses that are within Landlord’s reasonable control. Controllable expenses do not include, without limitation, the following: (i) insurance premiums; (ii) utility costs; (iii) costs incurred for ice and snow removal; (iv) Taxes; and (v) property management fees (which shall be subject to the limitations set forth in Section 6(a)(i)(d)).
7. Utilities. Landlord shall not be liable for any interruption or delay in electric or any other utility service for any reason unless caused by the gross negligence or willful misconduct of Landlord or its agents. Landlord may change the electric and other utility provider to the Project or Building at any time. Landlord, during the hours of 8:00 A.M. to 6:00 P.M. on weekdays and on Saturdays from 8:00 A.M. to 1:00 P.M. (“Working Hours”), excluding legal holidays (as of the date of this Lease, New Year’s Day; Good Friday, Memorial Day; the Fourth of July; Labor Day; Thanksgiving Day; and Christmas Day), shall furnish the Premises with heat and air-conditioning in the respective seasons, and at all times (other than emergencies) will provide the Premises with electricity for lighting and usual office equipment. At any hours other than the aforementioned, HVAC service (which is currently charged at $45.00 per hour) will be provided at Tenant’s expense. Notwithstanding anything herein to the contrary, if Landlord reasonably determines that Tenant’s use of electricity is excessive, Tenant shall pay for the installation of a separate electric meter to measure electrical usage in excess of normal office use and to pay Landlord for all such excess electricity registered in such submeter.
-12- If any of the services provided for in this Lease by Landlord are interrupted or stopped or if there is a defect in supply, character of, adequacy or quality of any of such services (collectively, a “Failure”), Landlord will use reasonable diligence to resume the service and correct the Failure; provided, however, no Failure of any of these services will create any liability for Landlord (including, without limitation, any liability for damages to Tenant’s personal property caused by any such Failure), constitute an actual or constructive eviction or, except as expressly provided below, cause any abatement of the Rent payable under this Lease or in any manner or for any purpose relieve Tenant from any of its obligations under this Lease. If, due to reasons within Landlord’s reasonable control, any of the services required to be provided by Landlord under the express terms of this Lease should become subject to a Failure and should remain subject to a Failure for a period in excess of 72 hours after notice of such Failure from Tenant to Landlord, and if such Failure should render all or any portion of the Premises untenantable so that Tenant is actually unable to use any or all of the Premises for the normal conduct of its business (“Untenantable”), then commencing upon the expiration of such 72 hour period, Tenant’s Rent will equitably abate in proportion to the portion of the Premises so rendered Untenantable for so long as such services remain subject to the Failure for such reasons. Without limiting those reasons for a Failure that may be beyond Landlord’s reasonable control, any such Failure due to the following will be deemed caused by a reason beyond Landlord’s control: (i) that is required in order to comply with any laws, ordinances or requests from governmental authorities; (ii) any casualty; (iii) an accident; (iv) an emergency; (v) shortages of labor or materials; or (vi) any other causes of any kind whatsoever that are beyond the control of Landlord, including, but not limited to: (A) lack of access to the Building or the Premises (which shall include, but not be limited to, the lack of access to the Building or the Premises when it or they are structurally sound but inaccessible due to evacuation of the surrounding area or damage to nearby structures or public areas); (B) any cause outside the Building; (C) reduced air quality or other contaminants within the Building that would adversely affect the Building or its occupants (including, but not limited to, the presence of biological or other airborne agents within the Building or the Premises); (D) disruption of mail and deliveries to the Building or the Premises resulting from a casualty; (E) disruptions of telephone and telecommunications services to the Building or the Premises resulting from a casualty; or (F) blockages of any windows, doors, or walkways to the Building or the Premises resulting from a casualty.
8. Signs; Use of Premises and Common Areas.
(a) Landlord shall, at no direct cost to Tenant, provide Tenant with standard identification signage on all Building directories and at the entrance to the Premises. No other signs shall be placed, erected or maintained by Tenant at any place upon the exterior of the Premises, Building or Project. Reference is hereby made to Exhibit H.
(b) Tenant may use and occupy the Premises for the Permitted Uses and for no other purpose; provided that Tenant’s right to so use and occupy the Premises shall remain expressly subject to the provisions of this Lease including, without limitation, the provisions of Article 26-Governmental Regulations. No machinery or equipment shall be permitted that shall cause vibration, noise or disturbance beyond the Premises. Tenant shall not abandon the Premises at any time during the Term.
-13- (c) Tenant shall not overload any floor or part thereof in the Premises or the Building, including any public corridors or elevators therein, bringing in, placing, storing, installing or removing any large or heavy articles, and Landlord may prohibit, or may direct and control the location and size of, safes and all other heavy articles, and may require, at Tenant’s sole cost and expense, supplementary supports of such material and dimensions as Landlord may deem necessary to properly distribute the weight.
(d) Tenant shall not install in or for the Premises, without Landlord’s prior written approval, not to be unreasonably withheld, conditioned or delayed, any equipment which requires more electric current than Landlord is required to provide under this Lease, (i.e., at least five (5) watts per rentable square foot of the Premises) and Tenant shall ascertain from Landlord the maximum amount of load or demand for or use of electrical current which can safely be permitted in and for the Premises, taking into account the capacity of electric wiring in the Building and the Premises and the needs of Building common areas (interior and exterior) and the requirements of other tenants of the Building, and Tenant and shall not in any event connect a greater load than such safe capacity.
(e) Tenant shall not commit or suffer any waste upon the Premises, Building or Project or any nuisance, or do any other act or thing which may unreasonably disturb any other tenant in the Building or Project.
(f) Tenant shall have the right, non-exclusive and in common with others, to use the exterior paved driveways and walkways of the Building for vehicular and pedestrian access to the Building twenty-four (24) hours a day, seven (7) days a week. Tenant shall also have the right, in common with other tenants of the Building and Landlord, to use the designated parking areas of the Project for the parking of automobiles of Tenant and its employees and business visitors, incident to Tenant’s permitted use of the Premises.
9. Environmental Matters.
(a) Hazardous Substances.
(i) Tenant shall not, except as provided in subparagraph (ii) below, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as the same may from time to time be amended, and the regulations promulgated pursuant thereto (“CERCLA”); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any other rule, regulation, ordinance, statute or requirements of any governmental or administrative agency regarding the environment (collectively, (x) and (y) shall be referred to as an “Applicable Environmental Law”).
-14- (ii) Tenant may bring to and use at the Premises hazardous substances incidental to its normal business operations under the NAI Code referenced in subsection 1(o) above in the quantities reasonably required for Tenant’s normal business and in accordance with Applicable Environmental Laws. Tenant shall store and handle such substances in strict accordance with Applicable Environmental Laws. From time to time promptly following Landlord’s written request, Tenant shall provide Landlord with documents identifying the hazardous substances stored or used by Tenant on the Premises and describing the chemical properties of such substances and such other information reasonably requested by Landlord or Tenant. Prior to the expiration or sooner termination of this Lease, Tenant shall remove all hazardous substances from the Premises.
(iii) Tenant shall defend, indemnify and hold harmless Landlord and Brandywine Realty Trust and their respective employees and agents from and against any and all third-party claims, actions, damages, liability and expense (including all reasonable attorneys’, consultant’s and expert’s fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from Tenant’s storage and use of hazardous substances on the Premises including, without limitation, any and all costs incurred by Landlord because of any investigation of the Project or any cleanup, removal or restoration of the Project to remove or remediate hazardous or hazardous wastes deposited by Tenant. Without limitation of the foregoing, if Tenant, its officers, employees, agents, contractors, licensees or invitees cause contamination of the Premises by any hazardous substances, Tenant shall promptly at its sole expense, take any and all necessary actions to return the Premises to the condition existing prior to such contamination, or in the alternative take such other remedial steps as may be required by law or reasonably recommended by Landlord’s environmental consultant.
(b) NAI Numbers.
(i) Tenant represents and warrants that Tenant’s NAI number as designated in the North American Industry Classification System Manual prepared by the Office of Management and Budget, and as set forth in Article 1(o) hereof, is correct. Tenant represents that the specific activities intended to be carried on in the Premises are in accordance with Article 1(l).
(ii) Except as provided in Article 9(a)(ii), Tenant shall not engage in operations at the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of “hazardous substances” or “hazardous waste” as such terms are defined under any Applicable Environmental Law. Tenant further covenants that it will not cause or permit to exist any “release” or “discharge” (as such term is defined under Applicable Environmental Laws) on or about the Premises.
(iii) Tenant shall, at its expense, comply with all requirements of Applicable Environmental Laws pertaining thereto.
(iv) In addition, upon Landlord’s written notice, Tenant shall cooperate with Landlord in obtaining Applicable Environmental Laws approval of any transfer of the Building. Tenant shall (1) execute and deliver all affidavits, reports, responses to questions, applications or other filings required by Landlord and related to Tenant’s activities at the
-15- Premises, (2) allow inspections and testing of the Premises during normal business hours, and (3) as respects the Premises, perform any requirement reasonably required by Landlord necessary for the receipt of approvals under Applicable Environmental Laws, provided the foregoing shall be at no out-of-pocket cost or expense to Tenant except for clean-up and remediation costs arising from Tenant’s violation of this Article 9.
(c) Additional Terms. If Tenant fails to comply with this Article, Landlord may, after written notice to Tenant and Tenant’s failure to cure within thirty (30) days of its receipt of such notice, at Landlord’s option, perform any and all of Tenant’s obligations as aforesaid and all costs and expenses incurred by Landlord in the exercise of this right all be deemed to be Additional Rent payable on demand and with interest at the Default Rate. Any provision of this Section to the contrary notwithstanding, Tenant shall not be held responsible for any environmental issue at the Premises unless such issue was caused by an action or omission of Tenant or its agents, employees, consultants or invitees.
(d) Landlord has not used, generated, manufactured, produced, stored, released, discharged or disposed of on, under or about the Premises or transported to or from the Premises, any Hazardous Substances or allowed any other entity or person to do so to its knowledge. Landlord has no knowledge that any Hazardous Substances has been produced, stored, released, discharged or disposed of on, under or about the Building by any entity or person.
(e) Survival. This Article shall survive the expiration or sooner termination of this Lease.
10. Alterations. Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make alterations, improvements or physical additions (collectively, “Alterations”) of any kind to any part of the Premises without first obtaining Landlord’s written consent, such consent not to be unreasonably withheld. Landlord’s consent shall not be required for (i) the installation of any office equipment or fixtures including internal partitions which do not require disturbance of any structural elements or systems (other than attachment thereto) within the Building or (ii) minor work, including decorations, which does not require disturbance of any structural elements or systems (other than attachment thereto) within the Building and which costs in the aggregate less than $50,000. If no approval is required or if Landlord approves Tenant’s Alterations and Tenant’s contractors which are to do the work, Tenant, prior to the commencement of labor or supply of any materials, must furnish to Landlord (i) a duplicate or original policy or certificates of insurance evidencing (a) commercial general liability insurance for personal injury and property damage in the minimum amount of $1,000,000.00 combined single limit, (b) statutory workman’s compensation insurance, and (c) employer’s liability insurance from each contractor to be employed (all such policies shall be non-cancelable without thirty (30) days prior written notice to Landlord and shall be in amounts and with companies satisfactory to Landlord); (ii) construction documents prepared and sealed by a registered Maryland architect if such alteration causes the aggregate of all Alterations to be in excess of $50,000; (iii) all applicable building permits required by law; and (iv) an executed, effective Waiver of Mechanics Liens from such contractors and all major trade sub-contractors in states allowing for such waivers or the cost of such alteration must be bonded by Tenant. In connection with all Alterations involving Landlord’s approval, Landlord shall be entitled to
-16- collect a construction management fee equal to one percent (1%) of the cost of the Alterations in connection with Landlord’s services in supervising and review of such Alterations. Any approval by Landlord permitting Tenant to do any or cause any work to be done in or about the Premises shall be and hereby is conditioned upon Tenant’s work being performed by workmen and mechanics working in harmony and not interfering with labor employed by Landlord, Landlord’s mechanics or their contractors or other tenants and their contractors. If at any time any of the workmen or mechanics performing any of Tenant’s work shall be unable to work in harmony or shall interfere with any labor employed by Landlord, other tenants or their respective mechanics and contractors, then the permission granted by Landlord to Tenant permitting Tenant to do or cause any work to be done in or about the Premises, may be withdrawn by Landlord upon forty-eight (48) hours written notice to Tenant.
All Alterations (whether temporary or permanent in character) made in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s property upon installation and shall remain on the Premises without compensation to Tenant unless Landlord provides written notice to Tenant to remove same at the time of consenting thereto, in which event Tenant shall, following the expiration or earlier termination of this Lease, promptly remove such Alterations and restore the Premises to good order and condition. Additionally, at Lease termination, Tenant shall remove all furniture, movable trade fixtures and equipment (including telephone, security and communication equipment system wiring and cabling). All such installations, removals and restoration shall be accomplished in a good and workmanlike manner so as not to damage the Premises or Building and in such manner so as not to unreasonably disturb other tenants in the Building. If Tenant fails to remove any items required to be removed pursuant to this Article, Landlord may do so and the reasonable costs and expenses thereof shall be deemed Additional Rent hereunder and shall be reimbursed by Tenant to Landlord within fifteen (15) business days of Tenant’s receipt of an invoice therefor from Landlord.
11. Construction Liens. Tenant will not suffer or permit any contractor’s, subcontractor’s or supplier’s lien (a “Construction Lien”) to be filed against the Premises or any part thereof by reason of work, labor services or materials supplied or claimed to have been supplied to Tenant; and if any Construction Lien shall at any time be filed against the Premises or any part thereof, Tenant, within ten (10) business days after notice of the filing thereof, shall cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such Construction Lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord, plus all of Landlord’s costs and expenses associated therewith (including, without limitation, reasonable legal fees), shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the Default Rate.
-17- 12. Assignment and Subletting.
(a) Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without Landlord’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. Subject to subsection 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the Landlord’s written consent.
(b) If Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party’s business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). With respect to proposed assignments, and proposed subleases where the proposed sublease term would expire within the last twelve (12) months of the then current Term, Landlord may, at its option, and in its sole and absolute discretion, exercisable by notice given to Tenant within sixty (60) days next following Landlord’s receipt of Tenant’s notice (which notice from Tenant shall, as a condition of its effectiveness, include all of the above-enumerated information), elect to recapture the Premises if Tenant is proposing to sublet or assign the Premises or such portion as is proposed by Tenant to be sublet (and in each case, the designated and non-designated parking spaces included in this demise, or a pro-rata portion thereof in the instance of the recapture of less than all of the Premises), and terminate this Lease with respect to the space being recaptured. Tenant may void the Landlord’s recapture right by delivering written notice withdrawing Tenant’s proposed sublease or assignment request, such notice being given to Landlord not later than five (5) days after receipt of Landlord’s recapture notice.
(c) If Landlord elects to recapture the Premises or a portion thereof as aforesaid, then from and after the effective date thereof as approved by Landlord, after Tenant shall have fully performed such obligations as are enumerated herein to be performed by Tenant in connection with such recapture, and except as to obligations and liabilities accrued and unperformed (and any other obligations expressly stated in this Lease to survive the expiration or sooner termination of this Lease), Tenant shall be released of and from all lease obligations thereafter otherwise accruing with respect to the Premises (or such lesser portion as shall have been recaptured by Landlord). The Premises, or such portion thereof as Landlord shall have elected to recapture, shall be delivered by Tenant to Landlord free and clear of all furniture, furnishings, personal property and removable fixtures, with Tenant repairing and restoring any and all damage to the Premises resulting from the installation, handling or removal thereof, and otherwise in the same condition as Tenant is, by the terms of this Lease, required to redeliver the Premises to Landlord upon the expiration or sooner termination of this Lease. In the event of a sublease of less than all of the Premises, the cost of erecting any required demising walls,
-18- entrances and entrance corridors, and any other or further improvements required in connection therewith, including without limitation, modifications to HVAC, electrical, plumbing, fire, life safety and security systems (if any), painting, wallpapering and other finish items as may be acceptable to or specified by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord’s then-standard base building specifications, shall be performed by Landlord’s contractors, and shall be divided evenly by Tenant and Landlord. If Landlord recaptures the Premises (or any portion thereof), Tenant’s Fixed Rent, Operating Expenses and other monetary obligations hereunder shall be adjusted pro-rated based upon the reduced rentable square footage then comprising the Premises.
(d) If Landlord provides written notification to Tenant electing not to recapture the Premises (or so much thereof as Tenant had proposed to sublease), then Tenant may proceed to market the designated space and may complete such transaction and execute an assignment of this Lease or a sublease agreement (in each case in form acceptable to Landlord) within a period of five (5) months next following Landlord’s notice to Tenant that it declines to recapture such space, provided that Tenant shall have first obtained in any such case Landlord’s prior written consent to such transaction, which consent shall not be unreasonably withheld. If, however, Tenant shall not have assigned this Lease or sublet the Premises with Landlord’s prior written consent as aforesaid within five (5) months next following Landlord’s notice to Tenant that Landlord declines to recapture the Premises (or such portion thereof as Tenant initially sought to sublease), then in such event, Tenant shall again be required to request Landlord’s consent to the proposed transaction, whereupon Landlord’s right to recapture the Premises (or such portion as Tenant shall desire to sublease) shall be renewed upon the same terms and as otherwise provided in subsection (b) above.
(e) For purposes of this Article 12, and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) the proposed assignee or sublessee shall have a net worth less than the net worth of Tenant as of the date hereof; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee or sublessee, in Landlord’s reasonable opinion, consistent with other tenancies in the Building, is not reputable and of good character; (iv) the proposed subleased portion is a reasonably demisable portion of the Premises; Tenant is proposing to assign or sublease to an existing tenant of the Building, or to another prospect with whom Landlord or its partners, or their affiliates are then negotiating and there is other suitable space in the Building available for lease; (v) the nature of such party’s business shall reasonably require more than 3.4 parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party’s proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the “Permitted Uses” specified herein or would violate the terms of any other lease for space in the Building.
(f) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable
-19- expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord’s portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder.
(g) Regardless of Landlord’s consent, no subletting or assignment shall release Tenant of Tenant’s obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of rental by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. If any assignee or successor of Tenant defaults in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor.
(h) If (i) the Premises or any part thereof are sublet and Tenant is in default under this Lease, or (ii) this Lease is assigned by Tenant, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tenant hereunder, or a release of Tenant from further performance of the covenants herein contained.
(i) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per request (including requests for non-disturbance agreements and Landlord’s or its lender’s waivers) in order to defer Landlord’s administrative expenses arising from such request, plus (ii) Landlord’s reasonable attorneys’ fees.
(j) Tenant may, after notice to, but without the consent of Landlord, assign or this Lease or sublet the Premises to an affiliate (i.e., a corporation 50% or more of whose capital stock is owned by the same stockholders owning 50% or more of Tenant’s capital stock), parent or subsidiary corporation of Tenant or assign this Lease to a corporation to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged (“Affiliate”), provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least equal to the net worth of Tenant as of the date hereof, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment.
(k) Anything in this Article to the contrary notwithstanding, no assignment or sublease shall be permitted under this Lease if Tenant is in default at the time of such assignment or subletting.
-20- (l) Anything in this Article to the contrary notwithstanding, no subtenant shall assign such subtenant’s sublease nor sub-sublet such subtenant’s premises without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole discretion.
13. Landlord’s Right of Entry. Landlord and persons authorized by Landlord may enter the Premises at all reasonable times upon reasonable advance notice (except in the case of an emergency in which case no prior notice is necessary) for the purpose of inspections, repairs, alterations to adjoining space, appraisals, or other reasonable purposes; including enforcement of Landlord’s rights under this Lease. Landlord shall not be liable for inconvenience to or disturbance of Tenant by reason of any such entry; provided, however, that in the case of repairs or work, such shall be done, so far as practicable, so as to not unreasonably interfere with Tenant’s use of the Premises. Provided, however, that such efforts shall not require Landlord to use overtime labor unless Tenant shall pay for the increased costs to be incurred by Landlord for such overtime labor. Landlord also may enter the Premises at all reasonable times after giving prior oral notice to Tenant, to exhibit the Premises to any prospective purchaser and/or mortgagee. Landlord also may enter the Premises at all reasonable times only during the last ten (10) months of the Term, after giving prior oral notice to Tenant, to exhibit the Premises to any prospective tenants.
14. Repairs and Maintenance.
(a) Except as specifically otherwise provided in subparagraphs (b) and (c) of this Article, Tenant, at its sole cost and expense and throughout the Term of this Lease, shall keep and maintain the Premises in good order and condition, free of accumulation of dirt and rubbish, and shall promptly make all non-structural repairs necessary to keep and maintain such good order and condition. Landlord shall, at Landlord’s sole cost, replace, as required, Building Standard lights, ballasts, tubes and ceiling tiles in the Premises. Tenant shall have the option of replacing outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant’s desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the Premises within a reasonable time of notice to Landlord and shall charge Tenant for such services at Landlord’s standard rate (such rate to be competitive with the market rate for such services). When used in this Article, the term “repairs” shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
