AGREEMENT OF LEASE BETWEEN FV OFFICE PARTNERS II, L.P. AND TRAFFIC.COM, INC. PORTIONS OF FIRST AND SECOND FLOORS 851 DUPORTAIL ROAD CHESTERBROOK CORPORATE CENTER TREDYFFRIN TOWNSHIP CHESTER COUNTY PENNSYLVANIA

Exhibit 10.3

AGREEMENT OF LEASE

BETWEEN

FV OFFICE PARTNERS II, L.P.

AND

TRAFFIC.COM, INC.

PORTIONS OF FIRST AND SECOND FLOORS
851 DUPORTAIL ROAD
CHESTERBROOK CORPORATE CENTER
TREDYFFRIN TOWNSHIP
CHESTER COUNTY
PENNSYLVANIA

TABLE OF CONTENTS

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AGREEMENT OF LEASE

        1.     Parties.     

        This Lease is made this 14th day of June, 2000, by and between FV OFFICE PARTNERS II, L.P., a limited partnership organized and existing under the laws of Delaware, whose address is Suite 200, 851 Duportail Road, Wayne, PA 19087 (hereafter called "Landlord"), and TRAFFIC.COM, INC., a corporation organized and existing under the laws of the state of Delaware whose present address is 207 House Avenue, Suite 104, Camp Hill, PA 17011 (hereinafter referred to as "Tenant").

        It is hereby agreed by and between Landlord and Tenant, intending to be legally bound, for themselves and for their respective heirs, executors, administrators, successors and assigns, in the manner following, it being understood that the Premises are demised under and subject to the following covenants, all of which are also to be regarded as strict legal conditions:

        2.     Demise.     

•         (a)   Landlord does hereby lease and demise to Tenant and Tenant does hereby hire and take from Landlord, for the term and subject to the provisions hereof, the Premises (the "Premises") as outlined below on the first and second floors of the building (hereinafter referred to as the "Building") known as 851 Duportail Road, occupying or to occupy the parcel of land bounded as described on Exhibit "B" attached hereto (the "Land"). The Building and Land are sometimes collectively referred to in this Lease as the "Property".

          (b)   It is the expectation of Landlord and Tenant that the space in the Building to be leased by Landlord to Tenant will become available for Tenant's occupancy in two phases.

          (c)   The first phase will be comprised of approximately 22,936 rentable square feet located on the first floor and second floors of the Building ("Phase I Premises") and designated as "Phase I" on the plan attached hereto as Exhibit "A1".

          (d)   The second phase will be comprised of approximately 7,522 rentable square feet located on the first floor of the Building ("Phase II Premises") and designated as "Phase II" on the plan attached hereto as Exhibit "A2".

          (e)   The Phases are hereinafter sometimes collectively referred to as the "Premises".

        3.     Term.     

•         (a)   The demise of the Phase I Premises shall be for the term (hereinafter referred to as the "Phase I Term") commencing on the earlier of September 1, 2000 or the date Tenant or anyone claiming under or through Tenant first occupies Phase I Premises (the "Phase I Commencement Date") and ending, without the necessity of notice from either party to the other, five (5) years from and after the Phase I Commencement Date if the Phase I Commencement Date shall be the first day of a month, or if the Phase I Commencement Date shall be other than the first day of the month, then from and after the first day of the month next following the Phase I Commencement Date (the "Maturity Date").

          (b)   The demise of the Phase II Premises shall be for the term (hereinafter referred to as the "Phase II Term") commencing on the earlier of April 1, 2001 or the date Tenant or anyone claiming under or through Tenant first occupies Phase II Premises (the "Phase II Commencement Date") and ending, without the necessity of notice from either party to the other, on the Maturity Date.

          (c)   The Phase I Term and Phase II Term are hereinafter sometimes collectively referred to as the "Term".

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          The Premises shall be deemed ready for occupancy on the date the work to be performed by Landlord in the Premises in accordance with this Lease shall have been substantially completed notwithstanding that insubstantial details of construction, mechanical adjustment, or decoration remain to be performed, the non-completion of which would not materially interfere with Tenant's use of the Premises; and

          (d)   Landlord shall give Tenant five (5) days prior notice of the date the Premises will be ready for occupancy. Landlord agrees to give Tenant periodic progress reports with respect to the improvement of the Premises and a good faith estimate of the date the Premises will be ready for occupancy.

          (e)   For purposes of determining the date when the Premises are ready for occupancy (and, correspondingly, the Phase I or Phase II Commencement Date and the date from which rent shall commence to accrue), there shall not be considered the duration of any delay which is caused by:

  •           (i)  changes in the work to be performed by Landlord in readying the Premises for Tenant's occupancy, which changes shall have been requested by Tenant after the approval by Landlord and Tenant of Tenant Construction Plans (as defined in Article 8(f) of this Lease);

             (ii)  delays, not caused by Landlord, in furnishing materials or procuring labor required by Tenant for installations or work in the Premises which are not encompassed within Standard Tenant Work (as that term is defined in Article 8(g) of this Lease);

            (iii)  any failure by Tenant, without regard to any grace period applicable thereto, to furnish any required plan, information, approval or consent (including, without limit, Tenant Construction Plans) within the required period of time; or

            (iv)  the performance of any work or activity in the Premises by Tenant or any of its employees, agents or contractors. The Premises shall be deemed ready for occupancy (and rent shall commence to accrue) on the date the Premises would have been ready but for the causes described in this subparagraph (d).

          (f)    When the Phase I Commencement Date is established, Landlord and Tenant shall promptly execute and acknowledge a memorandum, the form attached hereto as Exhibit "C" of the Commencement Date and the date of expiration of the Term.

          (g)   If the Tenant or any person claiming through the Tenant shall have continued to occupy the Premises after the expiration or earlier termination of the Term or any renewal thereof, and if the Landlord shall have consented in writing to such continuation of occupancy, such occupancy (unless the parties hereto shall have otherwise agreed in writing) shall be deemed to be under a month-to-month tenancy. The month-to-month tenancy shall continue until either party shall have notified the other in writing, at least ninety (90) days prior to the end of any calendar month, that the party giving such notice elects to terminate the month-to-month tenancy at the end of that calendar month, in which event, such tenancy shall so terminate. If such occupancy shall have continued without Landlord's written consent, then such occupancy shall be in violation of this Lease, in which event, Tenant (i) shall be liable for any and all losses, claims, costs, expenses and damages suffered or incurred by Landlord (including, without limit thereto, court costs and counsel fee), whether foreseen or unforeseen as a result of such continued occupancy, and Landlord shall have all of the rights and remedies available under this Lease, or at law or in equity, for such violation and, without limitation of the foregoing clause(i), (ii) will indemnify and hold harmless Landlord from and against all claims and demands made by succeeding tenants against Landlord, founded upon delay by Landlord in delivering possession of the Premises to such succeeding tenant. The rental payable with respect to each monthly period of any month-to-month tenancy (and to each monthly period of continued occupancy which may occur without Landlord's consent) shall equal one hundred fifty percent (150%) of the Fixed Rent payable under Article 4(b), which

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  would have been payable had this Lease been renewed for a period of twelve (12) full calendar months following the expiration or termination of the Term in the absence of this subparagraph (f). Any month-to-month tenancy arising with Landlord's consent shall be upon the same terms and subject to the same conditions as those which are set forth in this Lease, except as otherwise set forth in this subparagraph (f), provided that if the Landlord shall have given to the Tenant, at least thirty (30) days prior to the expiration or earlier termination of the Term or any renewal thereof or prior to the end of any month of a month-to-month tenancy, written notice that the Tenant's occupancy following such month or expiration or termination (as the case may be) shall be subject to such modifications of the terms and conditions of this Lease (including any provision relating to the amount and payment of rent) as are specified in such notice, the Tenant's occupancy following such month or expiration or termination (as the case may be) shall be subject to the provisions of this Lease as so modified.

        4.     Fixed Rent; Tenant Energy Costs; Annual Operating Costs; Lease Taxes.     

•         (a)   Tenant shall pay to Landlord as rent under this Lease the aggregate of:

  •           (i)  Fixed Rent (as defined in Article 4(b) of this Lease);

             (ii)  Tenant's share of Tenant Energy Costs (as defined in Article 4(d) of this Lease);

            (iii)  Tenant's proportionate share of increases in Annual Operating Costs (as defined in Articles 4(c) and 4(e) of this Lease) over Base Operating Costs (as defined in Article 4(e)(i)(C) of this Lease); and

            (iv)  All other sums payable by Tenant to Landlord pursuant to the provisions of this Lease.

          (b)     Fixed Rent.     

  •           (i)  The minimum fixed annual rent shall be payable in lawful money of the United States of America, subject to increase as set forth in Article 4(b)(ii) of this Lease, in equal monthly installments in advance and without prior demand, notice, set-off or deduction on the first day of each and every month during the Term (the "Fixed Rent").

             (ii)  The minimum fixed annual rent shall be the sums listed below during the initial Term of this Lease:

• •         (iii)  The Fixed Rent and all other sums payable to Landlord pursuant to or by reason of this Lease shall be payable to Landlord at the office of Landlord, c/o Fox Realty Co., 851 Duportail Road, Suite 200, Chesterbrook, PA 19087, or to such other person and at such other place as Landlord may from time to time designate in writing.

            (iv)  The first monthly installment of Fixed Rent shall be paid at the time of the signing of this Lease.

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             (v)  If the Term begins on a day other than the first day of a month, Fixed Rent from the Commencement Date until the first day of the following month shall be prorated and shall be payable in advance on the first day of the Term and, in such event, the installment of Fixed Rent paid at the signing of this Lease shall be applied to the Fixed Rent due for the first full calendar month of the Term.

          (c)     Tenant's Proportionate Share.     As used in this Lease, "the square foot area of the Premises" shall be deemed to be Twenty Two Thousand Nine Hundred Thirty Six (22,936) square feet for Phase I and Thirty Thousand Four Hundred Fifty Eight (30,458) square feet for Phases I and II, "the total square foot area of the Building" shall be deemed to be Forty One Thousand Four Hundred Forty Eight (41,448) square feet and "Tenant's proportionate share" shall refer to the percentage relationship between the foregoing, namely 55.337% for Phase I and 73.485% for Phases I and II. Landlord reserves the right to change Tenant's square footage in accordance with BOMA-American National Standard Z65.1-1996, provided, however, that upon any such change in the square footage of the Premises, the square footage of the Building shall also be revised in compliance with BOMA-American National Standard Z65.1-1996. Tenant recognizes that, as used in this Lease, the total square foot area of the Premises includes a share of the common areas of the Building.

          (d)     Tenant Energy Costs.     

  •           (i)  The term "Tenant Energy Costs" shall mean the costs to Landlord of furnishing to the respective areas of the Property electric energy or other utility services, except water and sewer (including taxes or fuel adjustment or transfer charges and other like charges regularly passed on to the consumer by the public utility furnishing electric energy to the Property).

             (ii)  For and with respect to each calendar year of the Term (and any renewals or extensions thereof) including, without limit, the first calendar year during which the Term of this Lease shall have commenced, there shall accrue, as additional rent under this Lease and be paid within fifteen (15) days after Landlord shall have given to Tenant a statement or statements of the amount due, Landlord's costs in such calendar year of supplying such quantity of electric energy as is; (A) consumed by Tenant in the Premises, including, without limitation, such electric energy as is consumed by Tenant in connection with the operation of the heating, ventilating and air-conditioning systems serving only the Premises, as such consumption shall have been shown on the meters referred to in Article 16(a)(viii) of this Lease, together with any administrative costs incurred by Landlord by reason thereof, and (B) Tenant's Proportionate Share, as defined in Article 4(c) of this Lease, of Landlord's costs in such calendar year of supplying electric energy and other utility service (excluding water and sewer), as is supplied to all non-tenanted areas of the Property in connection with the operation of the Property together with any administrative costs incurred by Landlord by reason thereof.

            (iii)  The method and timing (but not more frequently than monthly) of billing such costs of Landlord shall be determined by Landlord, using reasonable accounting principles, it being understood that it is not intended that Landlord derive any profit from the supplying of electric energy or other utility service.

          (e)     Annual Operating Cost.     

  •           (i)  The term "Annual Operating Costs" shall mean the actual costs to Landlord of operating and maintaining the Property (including, without limit, all improvements thereto and fixtures and equipment therein or thereon) during each calendar year of the Term (and any renewals or extensions thereof) including, without limit, the first calendar year during which the Term of this Lease shall have commenced, excluding Tenant Energy Costs (as hereinbefore

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• • defined). Such costs shall include, by way of example rather than of limitation, (1) charges or fees for, and taxes on, the furnishing to the Property of water and sewer service, electric energy (excluding the supply of electric energy included in Tenant Energy Costs) and, if the Building systems should be converted to receive the same, steam or fuel and other utility services; (2) costs of elevator service and charges or fees for maintenance of the Property, planting, replanting and janitorial service, trash removal, policing, cleaning, restriping, resurfacing, maintaining and repairing all walkways, roadways, parking areas forming part of the Property, maintaining all landscaped areas of the Property; (3) charges or fees for any necessary governmental permits; (4) wages, salaries and benefits of employees of Landlord or any management company engaged by Landlord in connection with the Building, management fees, overhead and expenses; (5) the cost of premiums for hazard, rent, liability, workmen's compensation and other insurance upon the Property or portions thereof; (6) costs arising under service contracts with independent contractors; (7) professional and consulting fees including, without limit, legal and auditing fees; (8) repairs, replacements and improvements to the Property which are appropriate for the continued operation of the Building as a first class office building; (9) all real estate taxes and assessments, general or special, ordinary or extraordinary, foreseen or unforeseen, (other than "Lease Taxes" as defined in Article 4(i) of this Lease) assessed or imposed upon the Property (collectively, "Taxes"); if, due to a future change in the method of taxation, any franchise, income, profit or other tax, however designated, shall be levied or imposed in substitution, in whole or in part, for (or in lieu of) any tax or addition or increase in any tax which would otherwise be included within the definition of Taxes, such other tax shall be deemed to be included within Taxes as defined in this Lease; and (10) the cost of all other items which, under standard accounting practices, constitute operating or maintenance costs which are attributable to the Property or any portion thereof. The term "Annual Operating Costs" shall not include: depreciation on the Building or equipment; interest on mortgage encumbrances; ground rents; income taxes; salaries of executive officers of Landlord; commissions payable to leasing brokers; and expenditures for capital improvements, except (1) those which under generally applied real estate practice are expensed or regarded as deferred expenses and (2) capital expenditures required by law, in either of which cases the cost thereof shall be included in Annual Operating Costs for the calendar year in which the cost shall have been incurred and subsequent calendar years, on a straight line basis, to the extent that such items are amortized over an appropriate period, but not more than ten (10) years, with an interest factor equal to two percent (2%) plus the prime rate at the time Landlord shall have incurred said costs. The prime rate shall mean the rate of interest per annum announced from time to time by First Union Bank, N.A. or its successor as its prime lending rate (or if such prime lending rate is discontinued, such comparable rate as Landlord reasonably designates by notice to Tenant).

             (ii)  If Landlord shall have purchased any item of capital equipment or shall have made any capital expenditure designed to result in savings or reductions in Annual Operating Costs or Tenant Energy Costs applicable to leased space generally, then the costs of having purchased such equipment and such capital expenditures shall be included in Annual Operating Costs for the calendar year in which the costs shall have been incurred and subsequent calendar years, on a straight line basis, to the extent that such items are amortized over such period of time as reasonably can be estimated as the time in which such savings or reductions in Annual Operating Costs are expected to equal Landlord's costs for such capital equipment or capital expenditure, with an interest factor equal to the prime rate at the time of Landlord's having incurred said costs. If Landlord shall have leased any such items of capital equipment designed to result in savings or reductions in Annual Operating Costs, then the rental and other costs paid pursuant to such leasing shall be included in Annual Operating Costs for the calendar year in which they shall have been incurred.

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            (iii)  The term "Base Operating Costs" shall mean the Annual Operating Costs for the calendar year 2000.

            (iv)  For and with respect to each calendar year of the Term (and any renewals or extensions thereof) excluding, however, the first calendar year during which the Term of this Lease shall have commenced, there shall accrue, as additional rent hereunder, and be paid within thirty (30) days after Landlord shall have given to Tenant a statement or statements of the amount due, Tenant's Proportionate Share of the increase, if any, of Annual Operating Costs over Base Operating Costs.

             (v)  Anything contained in the foregoing provisions of this Article 4 to the contrary notwithstanding, in any instance in which the Tenant shall have agreed in this Lease or otherwise to provide any item or items of Annual Operating Costs partially or entirely at its own expense, in calculating and allocating increases in Annual Operating Costs over Base Operating Costs pursuant to the foregoing provisions of this subsection, Landlord shall make appropriate adjustments, using reasonable accounting principles, so as to avoid allocating to the Tenant the same such item or items of the Base Operating Costs and Annual Operating Costs (partially or entirely, as aforesaid) being provided to other tenants by Landlord at Landlord's expense. Subject to the preceding sentence, if during all or part of any calendar year, Landlord shall not furnish any item or items of Annual Operating Costs to any portions of the Building because such portions are not occupied or because such item is not required or desired by the tenant of such portion or such tenant is itself obtaining and providing such item or for other reasons, then, for the purposes of computing the additional rent payable hereunder, the amount of Annual Operating Costs for such period shall be deemed to be increased by an amount equal to the additional costs which would normally have been incurred during such period by Landlord if it had at its own expense furnished such item to such portion of the Building.

          (f)     Partial Year.     If only part of any calendar year shall fall within the Term, the amount computed as additional rent with respect to such calendar year under the provisions of subsection (c) of this Article shall be prorated in proportion to the portion of such calendar year falling within the Term (but the expiration or termination of the Term prior to the end of such calendar year shall not impair the Tenant's obligation under this Lease to pay such prorated portion of such additional rent with respect to that portion of such year falling within the Term, which shall be paid on demand, as aforesaid).

          (g)     Payment of Estimated Increase.     Anything in this Lease to the contrary notwithstanding, the Landlord shall be entitled to make from time to time during the Term, a reasonable estimate of the amount of additional rent which may become due under this Lease with respect to any calendar year and to require the Tenant to pay to the Landlord, at the time and in the manner in which the Tenant is required under this Lease to pay the monthly installment of the Fixed Rent with respect to such month, with respect to each calendar month during any such calendar year, one-twelfth ( ¹ / 12 ) of the amount which Landlord shall have estimated will become payable on account of increases in Annual Operating Costs. In such event, Landlord shall cause the actual amount of the additional rent to be computed and a statement thereof sent to the Tenant within one hundred twenty (120) days following the end of the calendar year; the Tenant or the Landlord, as the case may be, shall, within fifteen (15) days after such statement is sent to Tenant, pay to the other the amount of any deficiency or overpayment, respectively, therein.

          (h)     Disputes.     Any statement furnished to Tenant by Landlord under the preceding paragraph or other provisions of this Article shall constitute a final determination as between Landlord and Tenant of the additional rent due from Tenant for the period represented thereby unless Tenant, within ninety (90) days after a statement is furnished, shall have given a notice to

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  Landlord that Tenant disputes the correctness of the statement, specifying in detail the basis for such assertion. Pending resolution of such a dispute, Tenant shall pay the additional rent in accordance with the statement furnished by Landlord. Landlord agrees, upon prior written request, during normal business hours to make available for Tenant's inspection, at Landlord's offices, Landlord's books and records which are relevant to any items in dispute.

          (i)     Lease Tax.     If federal, state or local law now or hereafter imposes any tax, assessment, levy or other charge (other than any income tax) directly or indirectly upon the Landlord with respect to this Lease or the value thereof, or upon the Tenant's use or occupancy of the Premises, or upon the rent, additional rent or any other sums payable under this Lease or upon this transaction, except if and to the extent that the same are included in the Annual Operating Costs (all of which are herein called "Lease Taxes") the Tenant shall pay to the Landlord, as additional rent hereunder and upon demand, the amount of such tax, assessment, levy or other charge, unless the Tenant shall be prohibited by law from paying such tax, assessment levy or other charge, in which event the Landlord shall be entitled, at its election, to terminate this Lease by written notice to the Tenant.

        5.     Covenant to Pay Rent and Additional Rent; Late Charge.     

        Tenant shall, without prior demand, notice, setoff or deduction, pay the Fixed Rent and all other sums which may become due by Tenant under this Lease, at the times, at the places and in the manner provided in this Lease. All such other sums shall be payable as additional rent for all purposes whether or not they would otherwise be considered rent. If any payment or any part thereof to be made by Tenant to Landlord pursuant to the terms of this Lease shall have become overdue for a period in excess of thirty (30) days, such grace period limited to no more than two (2) occurrences in any twelve (12) month period, after written notice to Tenant, a late charge of five cents ($.05) for each dollar so overdue may be charged by Landlord for the purpose of defraying the expense incident to handling such delinquent payment, together with interest from the date when such payment or part thereof was due at the Lease Interest Rate (defined below) or such lesser amount or rate, if any, as represents the maximum amount or rate Landlord lawfully may charge in respect of Tenant in such circumstances. Nothing herein shall be construed as waiving any rights of Landlord arising out of any defaults of Tenant by reason of Landlord's assessing or accepting any such late payment, the late charge and interest provided herein is separate and apart from any rights relating to remedies of the Landlord after default by Tenant in the performance or observance of the terms of this Lease. Without limiting the generality of the foregoing, if Tenant shall be in default in the performance of any of its obligations under this Lease, Landlord may (but shall not be obligated to do so), in addition to any other rights it may have in law or equity, cure such default on behalf of Tenant and Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including interest thereon at the Lease Interest Rate or such lesser rate as represents the maximum rate Landlord lawfully may charge in respect of Tenant in such circumstances, reasonable attorney's fees and other legal expenses, including also the said late charge and interest on all sums paid and costs incurred by Landlord as aforesaid, which sums and costs together with late charge and interest thereon shall be deemed additional rent hereunder. As used in this Lease, the "Lease Interest Rate" shall mean four percent (4%) plus the prime rate.

        6.     Use.     

        The Premises are to be used only by Tenant for general office and broadcast purposes and for no other purpose. Tenant shall not use or occupy the Premises or any part thereof, or permit the Premises or any part thereof to be used or occupied, other than as specified in the sentence immediately preceding. Tenant shall permit its employees, invitees and guests to park only automobiles, or similarly sized vehicles, on the Property. Such parking shall be unreserved and be limited to Tenant's proportionate share of the Premises.

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        7.     Assignment and Subletting.     

•         (a)   The Tenant shall not assign this Lease or sublet or underlet the Premises or any part thereof, or permit any other person or entity to occupy the Premises or any part thereof, except to Internet Capital Group, T.L. Ventures and Safeguard Scientifics without on each occasion first obtaining the written consent thereto of the Landlord, which consent shall not be unreasonably withheld. An assignment within the meaning of this Lease is intended to comprehend not only the voluntary action of Tenant, but also any levy or sale on execution or other legal process against Tenant's goods or other property of the leasehold, and every assignment of assets for the benefit of creditors, and the filing of any petition or order or any adjudication in bankruptcy or under any insolvency, reorganization or other voluntary or compulsory procedure, and the calling of a meeting of creditors, and the filing by or against Tenant of any petition or notice for a composition with creditors, and any assignment by operation of law. For purposes of the foregoing, a transfer, by any person or persons controlling the Tenant on the date hereof, of such control to a person or persons not controlling the Tenant on the date hereof shall be deemed to be an assignment of this Lease.

          (b)   If Tenant proposes to assign this Lease or sublet all or any portion of the Premises to any party other than Internet Capital Group, T.L. Ventures and Safeguard Scientifics, Tenant shall, prior to the proposed effective date thereof (the "Effective Date"), deliver to Landlord a copy of the proposed agreement and all ancillary agreements including Landlord's Consent to Sublease attached as Exhibit "J" with the proposed assignee or subtenant, as applicable. Landlord shall then have all the following rights, any of which Landlord may exercise by written notice to Tenant given within thirty (30) days after Landlord receives the foregoing documents:

  •           (i)  With respect to a proposed assignment of this Lease, the right to terminate this Lease on the Effective Date as if it were the scheduled expiration date of the Term (the "Expiration Date");

             (ii)  With respect to a proposed subletting of the entire Premises, the right to terminate this Lease on the Effective Date as if it were the Expiration Date;

            (iii)  With respect to a proposed subletting of more than twenty-five percent of Premises, the right to terminate this Lease as to the portion of the Premises affected by such subletting on the Effective Date, as if it were the Expiration Date, in which case Tenant shall promptly execute and deliver to Landlord an appropriate modification of this Lease in form satisfactory to Landlord in all respects;

            (iv)  Landlord may consent to the proposed assignment or sublease on such terms and conditions as Landlord may reasonably require, including without limitation, the execution and delivery to Landlord by the assignee of an assumption of liability agreement in form satisfactory to Landlord, including an assumption by the assignee of all of the obligations of Tenant and the assignee's ratification of an agreement to be bound by all of the provisions of this Lease, including the warrants of attorney to confess judgment in assumpsit and in ejectment; or, in the case of a sublease, the execution and delivery by the subtenant of a written agreement with Landlord, in such form and with such terms, covenants and conditions as may be required by Landlord;

             (v)  Landlord may withhold its consent to the proposed assignment or sublease, provided, however, that if Landlord declines to exercise one of the options set forth in items (i) through (iii) above, Landlord will not unreasonably withhold its consent so long as the identity, reputation and financial strength of the proposed assignee or subtenant, and the proposed use of the Premises, are reasonably acceptable to Landlord; provided further, however, that Landlord shall in no event be required to consent to any sublease of space for rent and other

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    charges less than those that the sublessor is required to pay or any assignment or subletting to a proposed assignee or subtenant that is (w) a government or any subdivision, agency or instrumentality thereof, (x) a school, college, university or educational institution of any type (whether for profit or non-profit), (y) an employment, recruitment or temporary help, service or agency or (z) another tenant of Landlord in the Building; or

            (vi)  In the event that Landlord does consent to the assignment or subletting, Tenant shall have ninety (90) days from its receipt of Landlord's notice thereof to enter into the proposed sublease or assignment with the prospective subtenant or assignee described in Tenant's notice to Landlord. If such sublease or assignment has not been executed within such time period and with such identified assignee or subtenant, the consent given by Landlord shall be considered to have been withdrawn.

          (c)   No assignment or sublease, whether with or without the Landlord's consent, shall in any way relieve or release the Tenant from liability for the performance of all terms, covenants and conditions of this Lease.

          (d)   In the event of any sublease or assignment by Tenant of its interest in the Premises or this Lease or any portion thereof, whether or not consented to by Landlord, each monthly installment of Fixed Rent payable hereunder with respect to the Premises or the portion thereof subject to such subletting or assignment shall be increased by an amount equal to (i) in the case of any subletting, the Excess Rent (defined below) for such portion; and, in the case of any assignment, the Excess Rent payable by the assignee as amortized on a monthly basis over the remaining Term of this Lease with interest at the Lease Interest Rate (defined at Article 5 hereof). As used herein, "Excess Rent" shall mean a sum equal to fifty percent (50%) of the amount by which the rent and other charges or other consideration paid by Tenant by any subtenant or assignee exceeds the pro rata portion, for each month of such subletting or assignment, of the Fixed Rent and additional rent for such space then payable for such month by Tenant to Landlord pursuant to the provisions of this Lease in the absence of this subsection (d), less the portion applicable to such month, when amortized from the dates incurred over the remaining term of the sublease or assignment, of Tenant's cost of improvements made or paid for by Tenant to satisfy the needs of the subtenant, and legal fees, leasing commissions and similar capital costs incurred by Tenant in connection with the assignment or subletting.

          (e)   If, pursuant to the exercise of the Landlord's option in 7(b)(iii) above, this Lease terminates as to only a portion of the Premises, the Fixed Rent and Tenant's Proportionate Share for the additional rent shall be adjusted in proportion to the portion of the Premises affected by such termination, as determined by Landlord; and Tenant, within ten (10) days after demand, shall pay to Landlord Landlord's cost of any alterations necessary to separate such portion of the Premises from the remainder of the Premises, plus ten percent (10%) for Landlord's overhead. Landlord and Tenant shall each pay fifty percent (50%) of the cost of demising partitions required to separate the Premises.

          (f)    If Landlord exercises any of its options under section 7(b)(i), (ii) or (iii), Landlord may then lease the Premises or any portion thereof to Tenant's proposed assignee or subtenant, as the case may be, without liability whatsoever to Tenant.

          (g)   In addition to, and not in lieu of, any other rights and remedies available to Landlord therefor, Landlord shall have the right to terminate this Lease if Tenant seeks to assign, or underlet the Premises without first obtaining Landlord's written consent. In the event that Landlord exercises said right to terminate, said termination shall become effective on the date set forth in Landlord's written notice.

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        8.     Improvement of the Premises.     

•         (a)     Landlord's Preliminary Plans.     Landlord has heretofore delivered to Tenant for use by Tenant and/or its architect or engineer, an architectural floor plan with respect to the Premises, a copy of which is attached to this lease as Exhibit "D," and such structural, electrical and mechanical plans and specifications with respect to the Building as Tenant may reasonably require for proper and expeditious preparation of the plans and specifications to be furnished by Tenant as hereinafter provided. The receipt of all such information is hereby acknowledged by Tenant.

          (b)     Tenant's Plans.     Tenant shall have prepared, using a space planner designated by Tenant, at Tenant's expense, and shall deliver to Landlord for its approval (which shall not be unreasonably withheld) one mylar and two blackline prints of the complete and final descriptive information and drawings described in Paragraph E 1 of Exhibit "E" hereto and three (3) copies of the specifications, prepared by such space planner ("Tenant's Layout Plans") for the construction and finishing of the Premises for Tenant's occupancy. Tenant's plans shall be signed and sealed by an architect licensed by and registered in the Commonwealth of Pennsylvania. Tenant's Layout Plans shall conform to the plans and specifications heretofore submitted by Tenant and applicable laws and requirements of public authorities and shall designate, among other things, the locations of and specifications for all plumbing, electrical and mechanical equipment to be installed in the Premises, all partitions, doors, lighting fixtures, electric receptacles and switches, telephone outlets and special air conditioning, floor coverings and other improvements to be installed by Landlord. Tenant's Layout Plans shall be subject to Landlord's review and approval, which approval shall not be unreasonably withheld, and shall be deemed modified to take account of any changes reasonably required by Landlord. Concurrently with delivery of Tenant's Layout Plans to Landlord, Tenant shall by notice to Landlord in writing designate a single individual who Tenant agrees shall be available to meet and consult with Landlord at the Premises as Tenant's representative respecting the matters which are the subject of this Article 8 and who, as between Landlord and Tenant, shall have the power to legally bind Tenant, in making requests for changes, giving approval of plans or work, giving directions to Landlord or the like, under this Article 8.

          (c)     Engineering Plans.     Landlord shall prepare at Tenant's expense and shall deliver to Tenant mechanical and electrical engineering drawings and specifications ("Engineering Plans"), based on Tenant's Layout Plans (and such pertinent additional information as shall have been submitted by Tenant with Tenant's Layout Plans or as requested by Landlord), as may be required to complete the Premises in accordance with Tenant's Layout Plans. Within three (3) business days after submission to Tenant by Landlord of Engineering Plans, Tenant shall give its written approval thereof if the same are in substantial conformity with or a direct extension of Tenant's Layout Plans. The Engineering Plans shall be deemed to have been approved by Tenant unless Tenant shall have notified Landlord to the contrary within three (3) business days after Landlord shall have submitted them to Tenant, stating in which respects said Engineering Plans fail to conform with Tenant's Layout Plans. The Engineering Plans shall be deemed to have been approved by Tenant if they are returned by Tenant with specified changes noted and such changes are made, whether or not approval is thereafter specifically noted on the Engineering Plans so changed.

          (d)     Certain Changes.     Tenant shall pay to Landlord on demand the amount of Landlord's reasonable architectural and engineering fees:

  •         (i)    resulting from any changes made in the Engineering Plans at Tenant's request after they have been deemed accepted by Tenant as aforesaid,

            (ii)   necessitated as a result of changes in Tenant's Layout Plans made after Landlord shall have released them to its engineers, or

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            (iii)  resulting from the fact that Tenant's Layout Plans do not conform to the plans and specifications for the Building or with laws and requirements of public authorities.

          (e)     Restricted Changes.     Should Tenant desire to make changes to any approved plans which, in the commercially reasonable judgment of Landlord, are so substantial as to cause postponement of the Phase I or Phase II Commencement Date reasonably anticipated by Landlord, then, without prejudice to the provisions of Article 3(b) hereof, Landlord shall have the right to refuse to permit the making of such changes unless and until Tenant shall have committed in writing, in a manner reasonably satisfactory to Landlord, to pay to Landlord on the date rent would have commenced hereunder in the absence of such delay, a sum of money equivalent to the rent for the Premises for the period during which Tenant would have been obligated to pay rent to Landlord had not the Phase I or Phase II Commencement Date been so delayed. Furthermore, no change requested by Tenant, whether or not substantial, shall be effective unless and until (in addition to any other conditions thereto as herein specified) Landlord and Tenant shall agree in writing upon the basis for any additional cost or credit to Tenant on account thereof.

          (f)     Completion by Landlord; Changes .    Landlord shall, in a good and workmanlike manner, cause the Premises to be improved and completed in accordance with the Tenant's Layout Plans and the Engineering Plans ("Tenant Work") (such plans are hereinafter together called the "Tenant Construction Plans"). Landlord reserves the right however.

  •         (i)    to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available and

            (ii)   to make changes necessitated by conditions met in the course of construction, provided that Tenant's approval of any substantial change shall first be obtained (which approval shall not be unreasonably withheld or delayed so long as there shall be general conformity with Tenant's Layout Plans).

          (g)     Standard Tenant Work; Special Tenant Work .    In the completion and preparation of the Premises in accordance with the Tenant Construction Plans, Landlord agrees to perform at its own expense, not to exceed the Tenant Work Allowance (as hereinafter defined) those items of the work set forth on the schedule attached hereto as Exhibit "E" (herein referred to as "Standard Tenant Work"), to the extent required by the Tenant Construction Plans. All work to be performed by Landlord in addition to or in substitution for Standard Tenant Work is hereinafter referred to as "Special Tenant Work". Tenant agrees that Tenant Construction Plans shall be provided to Landlord by June 9, 2000. Landlord shall advise Tenant within three (3) business days after receipt of Tenant Construction Plans which items of construction shall be considered Special Tenant Work and which items of construction that will need to be removed or restored by Tenant at Tenant's sole cost and expense at the expiration or earlier termination of this Lease. All Special Tenant Work shall be furnished, installed and performed by Landlord, utilizing a general contractor or construction manager ("Landlord's Contractor") selected by Landlord (which may be an affiliate of Landlord or a partner in Landlord or an affiliate of a partner in Landlord) for and on behalf of Tenant and at Tenant's sole expense, based on "Landlord's Cost." "Landlord's Cost" shall be deemed to mean Landlord's out-of-pocket contract or purchase price for materials, labor and services (including, without limit, any reasonable contractor's fee for the contractor's overhead and profit and charges for cutting, patching, cleaning up and removal of waste and debris), plus architects' and engineers' fees, plus the product obtained by multiplying all of the foregoing by three percent (3%) for Landlord's expenses and profit in handling the Special Tenant Work. Notwithstanding anything herein, Tenant's telephone and data wiring and cabling (hereinafter called the "Direct Tenant Work") shall be installed in accordance with the Tenant Construction Plans by contractors contracting with Tenant and not with Landlord. At the expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove all telephone and data

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• wiring and shall repair all damage to the Premises caused by the installation or removal of such wiring.

          (h)     Payment for Work .    Tenant shall pay Landlord for all Special Tenant Work performed by Landlord from time to time during the progress of the work, within fifteen (15) days after Landlord shall have given Tenant an invoice or invoices therefor, in amounts representing Landlord's Cost of such Special Tenant Work theretofore performed (including, for this purpose, material for Special Tenant Work purchased and delivered to the Building to the date of the invoice), less the amounts theretofore paid by Tenant on account. Upon presentation of the final invoice, the total amount of the Landlord's Cost shall be subject to verification by Tenant, and Tenant shall have reasonable access to Landlord's cost records relative thereto.

          (i)     Access; Acceptance of Work .    Landlord shall afford Tenant and its employees, agents and contractors access to the Premises, at reasonable times prior to the Phase I or Phase II Commencement Date and at Tenant's sole risk and expense, for the purposes of inspecting and verifying the performance of Tenant Work, and shall advise Landlord promptly of any objection to the performance of such work. Access for such purposes shall not be deemed to constitute possession or occupancy. Landlord shall promptly undertake and diligently prosecute the correction of any defective work of which it is notified as aforesaid. On the Phase I or Phase II Commencement Date, it shall be conclusively deemed that all work theretofore performed by or on behalf of Landlord and not objected to by Tenant as aforesaid was satisfactorily performed in accordance with and meeting the requirements of this Lease, except for items on the punch list which Landlord shall use commercially reasonable efforts to complete within thirty (30) days. The foregoing presumption shall not apply, however, to latent defects in such work which could not reasonably have been discovered theretofore, provided Tenant notifies Landlord thereof within thirty (30) days after occupancy.

          (j)    Landlord shall provide Tenant an allowance of Five Hundred Seventy Three Thousand Four Hundred Dollars ($573,400.00) to be used for all hard and soft costs associated with the improvement of the Phase I Premises and an allowance of One Hundred Sixty Two Thousand Nine Hundred Seventy Six Dollars and Sixty Seven Cents ($162,976.67) to be used for all hard and soft costs associated with the improvement of the Phase II Premises (collectively the "Tenant Work Allowance").

        9.     Alterations .    

        No alterations, additions or improvements shall be made to the Premises or any part thereof by or on behalf of Tenant without first submitting a detailed description thereof to Landlord and obtaining Landlord's written approval, which approval shall designate whether the alterations, additions or improvements shall remain at the Premises or shall be removed at the cost of Tenant before the expiration or sooner termination of this Lease. Landlord, at Landlord's option, shall have the right to provide construction management for and on behalf of Tenant at Tenant's sole expense constituting ten percent (10%) of the alteration's total cost. Notwithstanding anything to the contrary in this Lease, all alterations, additions or improvements made by Tenant and all fixtures attached to the Premises shall become the property of Landlord and remain at the Premises or, at Landlord's option, after written notice to Tenant, any or all of the foregoing which may be designated by Landlord shall be removed at the cost of Tenant before the expiration or sooner termination of this Lease and in such event Tenant shall repair all damage to the Premises caused by the installation or removal. Notwithstanding anything to the contrary in this Lease, unless otherwise requested by Landlord in writing, Tenant shall remove all Direct Tenant Work (defined at Article 8(g) hereof) and shall repair all damage to the Premises caused by the installation or removal of such Direct Tenant Work. Tenant shall not erect or place, or cause or allow to be erected or placed, any sign, advertising matter, lettering, stand, booth, showcase or other article or matter in or upon the Premises and/or the premises of which the Premises are a part,

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without the prior written consent of Landlord. Tenant shall not place weights anywhere beyond the safe carrying capacity of the structure.

        10.     Rules and Regulations .    

        The rules and regulations attached to this Lease, and such additions or modifications thereof as may from time to time be made by Landlord upon written notice to Tenant, shall be deemed a part of this Lease, as conditions, with the same effect as though written herein, and Tenant also covenants that said rules and regulations will be faithfully observed by Tenant, Tenant's employees, and all those visiting the Premises or claiming under Tenant.

        11.     Fire or Other Casualty .    

        If, during the term of this Lease, or any renewal or extension thereof, the Building is so damaged by fire or other casualty that the Premises are rendered unfit for occupancy (whether or not the Premises are damaged), then, at Landlord's and/or Tenant's option, the Term of this Lease upon written notice from Landlord and/or Tenant given with thirty (30) days after the occurrence of such damage, shall terminate as of the date of the occurrence of such damage. In such case, Tenant shall pay the rent apportioned to the time of such termination and Landlord may enter upon and repossess the Premises without further notice. If Landlord does not elect to terminate the Term of this Lease, Landlord, subject to reasonable delays for insurance adjustments and to delays caused by matters beyond Landlord's reasonable control, will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Landlord may enter and possess the Premises for that purpose; while the Tenant is deprived of the Premises, all Rent shall be suspended in proportion to the number of square feet of the Premises rendered untenantable. If the Premises or the Building shall be damaged so that such damage does not render the Premises unfit for occupancy, Landlord will repair whatever portion, if any, of the Premises or of the Building serving the Premises which may have been damaged and Tenant will continue in possession and rent will not be apportioned or suspended. Notwithstanding any other provisions of this Article 11, (a) if any damage is caused by or results from the negligence of Tenant, those claiming under Tenant, or their employees or invitees, respectively, rent shall not be suspended or apportioned and Tenant shall pay, as additional rent upon demand, the cost of any repairs, made or to be made, of such damage and of any restorations, made or to be made, as a result of such damage, (b) Landlord shall have no duty to repair or replace any personal property, or any of Tenant's fixtures or equipment or any alterations, improvements or decorations made by Tenant, or any Direct Tenant Work (defined at Article 8(h) hereof), (c) Landlord shall have no liability to Tenant for, and Tenant shall not be entitled to terminate this Lease by virtue of, any delays in completion of repairs and (d) Landlord shall have the right to terminate this Lease upon giving written notice to Tenant at any time within thirty (30) days after the date of the damage if the Premises is damaged by fire or other casualty during the last six (6) months of the Term unless Tenant, having the right to renew the Term pursuant to an express provision contained in this Lease, has effectively extended the Term for a term in excess of one (1) year following the occurrence of the fire or other casualty.

        12.     Landlord's Right to Enter .    

        Tenant will permit Landlord, Landlord's agents or employees or any other person or persons authorized in writing by Landlord to enter the Premises at any time with commercially reasonable notice, except during emergencies, provided such entry does not interfere with Tenant's use of the Premises, for the purpose of:

•         (a)   inspecting the Premises;

          (b)   making alterations, improvements or repairs to the Building or for any purpose in connection with the operation or maintenance of the Building; and

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          (c)   exhibiting the Premises to be let, during the final twelve (12) months of the Term.

        13.     Insurance .    

        (a)   Tenant will not do or commit any act or thing, or suffer or permit any act or thing to be done or committed, as a result of which any policy of insurance of any kind on or in connection with the Property shall become void or suspended, or the insurance risk on the building or any other portion of the Property shall (in the opinion of the insuring companies) be rendered more hazardous. Tenant shall pay as additional rent the amount of any increase of premiums for such insurance, resulting from any breach of this covenant.

        (b)   Tenant shall maintain throughout the Term, at Tenant's expense, insurance against loss or liability in connection with bodily injury, death, property damage and destruction, in or upon the Premises or the remainder of the Property, and arising out of the use of all or any portion of the same by Tenant or its agents, employees, officers, invitees, visitors and guests, under policies of general public liability or commercial general liability insurance having such limits as to each as may be reasonably required by Landlord from time to time, but in any event of not less than Three Million Dollars ($3,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) annual aggregate for the Premises alone; and, without limitation of the foregoing, within thirty (30) days after Landlord's request, Tenant shall have such annual aggregate increased (by the same or different policies) to such amount as Landlord may reasonably request by reason of occurrences during any policy year. All liability policies shall name as additional insureds Landlord and Landlord's mortgagees and shall provide that they shall not be modified or canceled without at least thirty (30) days prior written notice to Landlord and any other party designated as aforesaid and shall be issued by insurers of recognized responsibility licensed to do business in Pennsylvania. Copies of all such policies certified by the insurers to be true and complete shall be supplied to Landlord and such mortgagees, paramount lessors and installment sellers at all times.

        (c)   Landlord shall maintain throughout the Term so-called all-risk or fire and extended coverage insurance upon the Building. The cost of the premiums for such insurance and of any endorsements thereto shall be deemed, for purposes of Article 4 of this Lease, to be part of the costs of operating and maintaining the Property.

        (d)   Notwithstanding anything in this Lease to the contrary, each party hereto hereby releases the other party, its agents and employees to the extent of the releasing party's actual recovery under its insurance policies, from any and all liability for any loss or damage which may be inflicted upon the property of such party, notwithstanding that such loss or damage shall have arisen out of the negligent or intentionally tortious act or omission of the other party, its agents or employees, provided, however, that this release shall be effective only with respect to loss or damage occurring during such times as the appropriate policy of insurance of the party so releasing shall contain a clause to the effect that such release shall not affect the said policy or the right of the insured to recover thereunder, each party hereto shall use reasonable efforts to have such a clause included in its said policies.

        14.     Repairs and Condition of Premises .    

        At the expiration or other termination of this Lease, Tenant shall leave the Premises, and during the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty (which fire or other casualty has not occurred through the negligence of Tenant or those claiming under Tenant or their employees or invitees respectively) and repairs to be performed by Landlord under Article 16(a)(v) of this Lease alone excepted; for that purpose and, except as stated in this Lease, Tenant will make all necessary repairs and replacements. Tenant will use every reasonable precaution against fire and will give Landlord prompt notice of any damage to or accident upon the Premises. Tenant will also at all times, subject to Article 16(a)(iv) of this Lease, remove all dirt, rubbish, waste and refuse from the Premises and at the expiration or sooner termination of the Term

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will also have had removed all its property therefrom, to the end that Landlord may again have and repossess the Premises. Any of Tenant's property remaining on the Premises on the date of the expiration or termination of the Term shall be deemed abandoned by Tenant and may be removed and disposed of in such manner as Landlord may, at its sole discretion, determine, and Tenant shall reimburse Landlord, upon demand, for the cost of such removal and disposal, plus ten percent (10%) for overhead.

        15.     Compliance with Law .    

        Tenant shall comply promptly with all laws and ordinances, including, without limitation, the Americans With Disabilities Act, and all notices, requirements, orders, regulations and recommendations (whatever the nature thereof may be) of any and all the federal, state, county or municipal authorities or of the Board of Fire Underwriters or any insurance organizations, associations or companies, with respect to the Premises and any property appurtenant thereto and any use thereof; Tenant also agrees that it shall not knowingly do or commit any act or thing, or suffer to be done or committed any act or thing anywhere on the Property contrary to any of the laws, ordinances, notices, requirements, orders, regulations and recommendations hereinabove referred to in this Article. Additionally, Landlord hereby represents to Tenant that, as of the Commencement Date of this Lease, the Premises are in full compliance with the Americans With Disabilities Act, and all notices, requirements, orders, regulations and recommendations (whatever the nature thereof may be) of any and all the federal, state, county or municipal authorities or of the Board of Fire Underwriters or any insurance organizations, associations or companies, with respect to the Premises and any property appurtenant thereto and any use thereof.

        16.     Services .    

•         (a)   Landlord agrees that it shall:

  •         (i)     HVAC .    Furnish heat, ventilation and air conditioning to the Premises at all times, which heating, ventilating and air conditioning system shall be under the control of the Tenant and charged to the Tenant for the Tenant's usage thereof; the air conditioning and heating systems intended to service the Premises have been designed to maintain the inside temperatures set forth in Paragraph C of Exhibit "E" hereto; Landlord shall not be responsible for the failure of the air conditioning system to meet the aforesaid performance specifications if such failure results from the occupancy of the Premises in excess of that set forth in Paragraph C of Exhibit "E" or if Tenant installs and operates machines and appliances, the installed electrical load of which, when combined with the load of all lighting fixtures, exceeds the number of watts per square foot of floor area set forth in said Paragraph C; if the Premises are used in a manner exceeding the aforementioned occupancy and electric load criteria, Tenant shall pay to Landlord, promptly upon billing, Landlord's costs of supplying air conditioning resulting from such excess, at such rates as Landlord shall establish therefor; if due to use of the Premises in a manner exceeding the aforementioned occupancy and electrical load criteria, or due to rearrangement of partitioning after the initial preparation of the Premises, interference with normal operation of the heating, ventilating or air conditioning in the Premises results, necessitating changes in the system servicing the Premises, such changes may be made by Landlord upon request by Tenant at Tenant's sole cost and expense, subject to the provisions of section (b) of this Article 16. Tenant agrees at all times to cooperate fully with Landlord and to abide by all reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of the said heating, ventilating and air conditioning system; the foregoing heating, ventilating and air conditioning services shall be subject to any statute, ordinance, rule, regulation, resolution or recommendation for energy conservation which may be promulgated by any governmental

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• • agency or organization and which Landlord in good faith may elect to abide by or shall be required to abide by;

            (ii)    Elevators .    Provide passenger elevator service to the Premises at all times, except for scheduled maintenance and emergency repair;

            (iii)   Access .    Furnish to Tenant's employees and agents access to the Premises at all times, subject to compliance with such security measures as shall be in effect for the Building;

            (iv)   Janitorial .    Provide to the Premises janitorial service in accordance with the schedule annexed hereto as Exhibit "F"; any and all additional or specialized janitorial service desired by Tenant shall be contracted for by Tenant directly with Landlord's janitorial agent and the cost and payment thereof shall be and remain the sole responsibility of Tenant; no trash removal services will be provided by Landlord for the removal of trash or refuse of a character or quantity not customary for normal office users, unless Tenant shall first agree to the payment of Landlord's cost thereof;

            (v)    Repairs .    Make all structural repairs to the Building, all repairs which may be needed to the mechanical, HVAC, electrical and plumbing systems in and servicing the Premises (excluding repairs to any non-building standard fixtures or other improvements installed or made by or at the request of Tenant requiring maintenance of a type or nature not customarily provided by Landlord to office lessees of the Building), and all repairs to exterior windows and glass (including caulking and weatherstripping); in the event that any repair is required by reason of the negligence or abuse of Tenant or its agents, employees, invitees or of any other person using the Premises with Tenant's consent, express or implied, Landlord may make such repair and the cost thereof, plus ten percent (10%) of such cost for Landlord's overhead, shall be paid by Tenant to Landlord within fifteen (15) days after demand, unless Landlord shall have actually recovered or has the right to recover such cost through insurance proceeds;

            (vi)   Water .    Provide hot and cold water, for drinking, lavatory, toilet and ordinary cleaning purposes, at each floor;

            (vii)  Public Areas .    Keep and maintain the public areas and facilities of the Building clean and in good working order, and the sidewalks and parking areas adjoining the Building in good repair and free from accumulations of snow and ice;

            (viii)  Electricity .    Furnish to Tenant electric energy as required by Tenant but in no event exceeding the nu