DEED OF LEASE

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GTSI CORP | SP HERNDON DEVELOPMENT, LP

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Title: DEED OF LEASE
Governing Law: Virginia Date: 12/10/2007
Industry: Computer Hardware Sector: Technology

2553 DULLES VIEW DRIVE, HERNDON, VIRGINIA

DEED OF LEASE

BETWEEN

SP HERNDON DEVELOPMENT, LP,
as Landlord

AND

GTSI CORP.,
as Tenant

Dated: December _____ , 2007

Table of Contents


				Page

1.	DEMISE AND TERM				2
		A.	Premises and Term		2
		B.	Fourth Floor Space		2

2.	RENT				3
		A.	Definitions		3
		B.	Components of Rent		5
		C.	Payment of Rent		5
		D.	Caps on Adjustment Rent		7
		E.	Separation of Common Ownership		7

3.	USE				7

4.	CONDITION OF PREMISES				8
		A.	Initial Condition		8
		B.	Americans With Disabilities Act		8
		C.	Environmental		8

5.	BUILDING SERVICES				8
		A.	Basic Services		8
		B.	Electricity		9
		C.	Telephones		10
		D.	Additional Services		11
		E.	Failure or Delay in Furnishing Services		11
		F.	Security		12
		G.	Fitness Center		12
		H.	Deli		12
		I.	Conference Room		13
		J.	Concierge Service		13

6.	RULES AND REGULATIONS				13

7.	CERTAIN RIGHTS RESERVED TO LANDLORD				13

8.	MAINTENANCE AND REPAIRS				14

9.	ALTERATIONS				15
		A.	Requirements		15
		B.	Liens		16

10.	INSURANCE				16
		A.	Tenant’s Insurance		16
		B.	Requirements of Tenant’s Insurance		17
		C.	Certificates of Tenant’s Insurance		18
		D.	Failure by Tenant to Carry Insurance		18
		E.	Landlord’s Insurance		18
		F.	Increase in Insurance Premiums		19

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Table of Contents
(continued)

Page

Cancellation of Insurance

Mutual Waiver of Subrogation

11.

WAIVER AND INDEMNITY

Waiver

Tenant’s Indemnity

Landlord’s Indemnity

12.

FIRE AND CASUALTY

13.

CONDEMNATION

14.

ASSIGNMENT AND SUBLETTING

Landlord’s Consent

Standards for Consent

Right To Assign Or Sublease To Qualified Affiliate

15.

SURRENDER

16.

DEFAULTS AND REMEDIES

Default

Right of Re-Entry

Reletting

Termination of Lease

Other Remedies

Bankruptcy

Landlord’s Default

Waiver of Trial by Jury

17.

HOLDING OVER

18.

SECURITY DEPOSIT

Security Deposit

Replacement Letter of Credit

Qualified Issuer

19.

INTENTIONALLY DELETED

20.

ESTOPPEL CERTIFICATES

21.

SUBORDINATION

22.

QUIET ENJOYMENT

23.

BROKER

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Table of Contents
(continued)

Page

24.

NOTICES

25.

MISCELLANEOUS

Successors and Assigns

Entire Agreement

Time of Essence

Execution and Delivery

Severability

Governing Law

Attorneys’ Fees

Force Majeure

Captions

No Waiver

Recording

Limitation of Liability

Financial Information

Anti-Terrorism Representation

Consent/Approval

Counterparts; Delivery

26.

PARKING

27.

TENANT IDENTIFICATION

Tenant Signs

Conditions

28.

EXPANSION OPTIONS

Initial Expansion Option

Available Expansion Option

29.

RIGHT OF FIRST REFUSAL

Right of First Refusal

Refusal Notice

Exercise

Terms of First Refusal Space

Amendment

Termination

30.

RIGHT OF FIRST OPPORTUNITY

Option Space

Right of First Opportunity

Terms

Amendment

Termination

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Table of Contents
(continued)

Page

31.

CONTRACTION OPTION

Contraction Option

Contraction Space

Exercise

Contraction Fee

Terms

Confirmation

Termination

32.

EXTENSION OPTIONS

First Extension Option

Second Extension Option

Terms

Amendment

Termination

33.

RIGHT OF FIRST OFFER UPON SALE OF THE COMPLEX

Offer

Offering Notice

Price Protection

Exclusions

Termination

34.

USE OF ROOF AND RISERS

35.

STANDBY GENERATOR LICENSE

License

Installation

Laws

No Interference

Fuel

Removal

Casualty

Terms

Personal

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Table of Contents
(continued)


	Page

EXHIBIT A — Plan of Premises		A-1
EXHIBIT B — Rules and Regulations		B-1
EXHIBIT C — Work Letter Agreement		C-1
EXHIBIT D — Suite Acceptance Agreement		D-1
EXHIBIT E — Form of Letter of Credit		E-1
EXHIBIT F — Location of Parking Spaces		F-1
EXHIBIT G — Location of Generator Pad		G-1
EXHIBIT H — Location of Conference Room		H-1

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DEED OF LEASE

THIS DEED OF LEASE (this “Lease”) is made as of December _____ , 2007 (the “Effective Date”), between SP HERNDON DEVELOPMENT, LP , a Delaware limited partnership, having an address at c/o Fifield Realty Corp., 550 West Adams Street, Suite 200, Chicago, Illinois 60661 (“Landlord”), and GTSI CORP., a Delaware corporation, having an address at 3901 Stonecroft Boulevard, Chantilly, Virginia 20151, (“Tenant”), for space in the eight (8) story office building at 2553 Dulles View Drive, Herndon, Virginia (such building, including the land upon which the building thereon is situated, being herein referred to as the “Building”). The Building is part of a complex consisting of the Building, a similar eight (8) story office building known as 2551 Dulles View Drive (the “North Building”) and an atrium connecting both such buildings (collectively, the “Complex”). The following schedule (the “Schedule”) sets forth certain basic terms of this Lease:

SCHEDULE


1.	Premises:	A)	Approximately 91,967 rentable square feet consisting of all of floors 8, 7, 6 and 5 and approximately 12,276 rentable square feet on floor 1 of the Building (subject to Section 1B below)

		B)	Approximately 104,243 rentable square feet

Base Rent :


Lease Year	2. Annual Base Rent		3. Monthly Base Rent
1	$	3,648,504.96	$	304,042.08
2		3,739,717.68		311,643.14
3		3,833,210.52		319,434.21
4		3,929,040.84		327,420.07
5		4,027,266.84		335,605.57
6		4,127,948.52		343,995.71
7		4,231,147.20		352,595.60
8		4,336,925.88		361,410.49
9		4,445,349.12		370,445.76
10		4,556,482.80		379,706.90


4.	Tenant’s Proportionate Share:		29.1778%
5.	Base Year:		2009
6.	Security Deposit:	A letter of credit in the amount of $2,432,336.64
7.	Target Commencement Date:		December 1, 2008
8.	Rent Commencement Date:		June 1, 2009
9.	Scheduled Expiration Date:		May 31, 2019
10.	Brokers:	A) Landlord’s Broker:	CB Richard Ellis, Inc.
		B) Tenant’s Broker:	Cushman & Wakefield of Virginia, Inc.

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1. DEMISE AND TERM.

A. Premises and Term .
Landlord leases to Tenant and Tenant leases from Landlord the premises (the “Premises”) described in Item 1 of the Schedule and shown on the plan attached hereto as Exhibit A, subject to the covenants and conditions set forth in this Lease, for a term (the “Term”) commencing on the date (the “Commencement Date”) Landlord delivers possession of the Premises to Tenant with Landlord’s Work and Tenant’s Work (as such terms are defined in the Work Letter Agreement attached hereto as Exhibit C (the “Work Letter”)) substantially completed, and expiring on May 31, 2019 (the “Expiration Date”), unless otherwise extended as provided in Section 32 below. For purposes of this Lease, the term “Lease Year” shall mean the twelve (12) month period beginning on the Rent Commencement Date described in Item 8 of the schedule and each consecutive twelve (12) calendar month period thereafter which falls in whole or in part during the Term. Tenant shall complete and furnish to Landlord, on or before occupancy of the Premises, the Suite Acceptance Agreement attached hereto as Exhibit D, which shall acknowledge the Commencement Date, the Rent Commencement Date and the Expiration Date. Paragraph 1 of the Work Letter sets forth Landlord’s liability and Tenant’s remedies for any delay in completion of Landlord’s Work (as defined in the Work Letter).

B. Fourth Floor Space .
Not later than four (4) months after the Effective Date, Tenant shall notify Landlord whether Tenant elects to lease additional space on the fourth floor of the Building upon all of the same terms and conditions as Tenant’s lease of the Premises described in Item 1 of the Schedule. If Tenant elects to lease such additional space, Tenant must lease a minimum of 5,757 rentable square feet and the configuration of both that part of the Premises on the fourth floor of the Building and any remaining portion of said floor shall be capable of satisfying all applicable building codes and shall otherwise be in a reasonably marketable configuration, which shall include a reasonable portion of the window lines and reasonable access to the elevator lobbies. If Tenant elects to lease such additional space on the fourth floor of the Building, Landlord and Tenant shall promptly enter into an amendment to this Lease reflecting such additional portion of the fourth floor included in the Premises and adjusting the amounts of Base Rent, Tenant’s Proportionate Share, the Security Deposit and Landlord’s Contribution (as all such terms are defined herein) accordingly. If Tenant leases less than all of the fourth floor of the Building, Landlord shall be responsible, at its expense, for constructing the common corridor on such floor. The leasehold improvements required to prepare such additional space for Tenant’s occupancy shall be prepared in accordance with the Work Letter. The amount of the Rentable Area (as hereinafter defined) to be initially leased by Tenant, as expressly set forth in Item 1B of the Schedule, as such amount may be increased pursuant to this Section 1B, is hereinafter referred to as the “Initial Rentable Area.”

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2. RENT .

A. Definitions .
For purposes of this Lease, the following terms shall have the following meanings:

(i) “Controllable Expenses” shall mean only those items of Expenses (as hereinafter defined) where the cost or expense thereof shall be within the reasonable ability of Landlord to control. Controllable Expenses shall include specifically, but not be limited to, management fees and general administrative expenses and window washing charges, elevator maintenance charges, pest control charges, landscaping charges and marble and metal maintenance charges (but not to the extent such charges are affected by the non-controllable elements listed in the immediately following sentence). Specifically excluded from Controllable Expenses, without limitation, are the costs and expenses of electricity, fuels and insurance, the wages of union employees (and the costs and expenses of independent contractors who employ union employees), costs and expenses of snow-removal and other weather-dependent items and costs and expenses of security services, facilities and equipment commensurate with the security services, facilities and equipment provided in Class A office buildings in the Reston/Herndon, Virginia submarket. Such limitation on Controllable Expenses shall apply only to Controllable Expenses and not to other items of Expenses or Taxes (as hereinafter defined) and shall not limit or otherwise affect Tenant’s obligations regarding the payment of any component of Rent other than the Controllable Expenses component of Adjustment Rent (as hereinafter defined).

(ii) “Expenses” shall mean all expenses, costs and disbursements (other than Taxes) paid or incurred by Landlord in connection with the ownership, management, maintenance, operation, replacement and repair of the Complex. Expenses shall not include: (a) costs of tenant alterations; (b) costs of capital improvements, repairs and replacements (except for costs of any capital improvements (1) made or installed (or service agreement or lease entered into) for the purpose of reducing Expenses or improving the operating efficiency of any system within the Complex, but only to the extent of actual reductions or improvement(s) to efficiencies during the Term, or (2) made or installed pursuant to governmental requirement or insurance requirement first applicable after the date of this Lease, which costs shall be amortized by Landlord over the useful life of the improvement in accordance with sound accounting and management principles); (c) interest and principal payments on mortgages (except interest on the cost of any capital improvements for which amortization may be included in the definition of Expenses) or any rental payments on any ground leases (except for rental payments which constitute reimbursement for Taxes and Expenses); (d) advertising expenses and leasing commissions; (e) management fees in excess of three percent (3%) of the gross revenues from the Complex; (f) any cost or expenditure for which Landlord is reimbursed, whether by insurance proceeds or otherwise, except through Adjustment Rent; (g) the cost of any kind of service furnished to any other tenant in the Complex which Landlord does not generally

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make available to all tenants in the Complex; (h) legal expenses for negotiating leases, disputes with tenants (except for reasonable attorneys’ fees in connection with enforcing Landlord’s written rules and regulations), legal and auditing fees, other than those legal and auditing fees necessarily and reasonably incurred in connection with the maintenance and operation of the Complex, and legal or accounting fees incurred in connection with any debt or equity financing of all or any portion of the Complex; (i) salaries, wages, or other compensation paid to employees of any property management organization above the level of property manager, or its equivalent; (j) costs incurred to correct violations by Landlord of any law, rule, order or regulation which was in effect as of the date of this Lease; (k) depreciation of any portion of the Building or Complex; (l) interest, late charges or penalties payable by Landlord due to Landlord’s failure to make timely payment of any Taxes or other payments; (m) costs associated with the operation of the business of the ownership or entity that constitutes “Landlord,” as distinguished from the cost of Complex operations; (n) bad debt loss, rent loss, or reserves for such losses (except for the premiums, if any, for rent loss insurance); (o) costs incurred to correct construction defects in the initial construction of the Building or Complex; and (p) executive salaries and bonuses paid to any Landlord employees to the extent not directly involved in the day to day operations of the Complex. Expenses shall be determined on an accrual basis.

(iii) “Rent” shall mean Base Rent, Adjustment Rent and any other sums or charges due by Tenant hereunder.

(iv) “Rentable Area” of any part of the Complex (e.g., the Premises, any expansion space or the entire Complex) shall be determined pursuant to the Standard Method for Measuring Floor Area in Office Buildings published by Building Owners and Managers Association International, ANSI/BOMA Z65.1-1996.

(v) “Taxes” shall mean all taxes, assessments and fees levied upon the Complex, the property of Landlord located therein or the rents collected therefrom, by any governmental entity based upon the ownership, leasing, renting or operation of the Complex, including all reasonable costs and expenses of protesting any such taxes, assessments or fees. Taxes shall not include any net income, capital stock, succession, transfer, franchise, gift, estate or inheritance taxes; provided, however, if at any time during the Term, a tax or excise on income is levied or assessed by any governmental entity, in lieu of or as a substitute for, in whole or in part, real estate taxes or other ad valorem taxes, such tax shall constitute and be included in Taxes. For the purposes of determining Taxes for any given year, the amount to be included for such year (a) from special assessments payable in installments shall be the amount of the installments (and any interest) due and payable during such year, and (b) from all other Taxes shall be the amount assessed and payable for such year.

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(vi) “Tenant’s Proportionate Share” shall mean the percentage set forth in Item 4 of the Schedule which has been determined by dividing the Rentable Area of the Premises (i.e., the number of rentable square feet stated in Item 1B of the Schedule) by the Rentable Area of the Complex (i.e., 357,268 square feet).

B. Components of Rent .
Tenant agrees to pay the following amounts to Landlord at Landlord’s office at the Complex or at such other place as Landlord designates:

(i) From and after the Rent Commencement Date, base rent (“Base Rent”) to be paid in monthly installments in the amount set forth in Item 3 of the Schedule in advance on or before the first day of each month of the Term without demand.

(ii) From and after the first anniversary of the Rent Commencement Date, adjustment rent (“Adjustment Rent”) in an amount equal to Tenant’s Proportionate Share of (a) the amount by which the Expenses for each calendar year exceed the Expenses for the Base Year (as defined in Item 5 of the Schedule); and (b) the amount by which the Taxes for each calendar year exceed the Taxes for the Base Year. Prior to each calendar year, or as soon thereafter as reasonably possible, Landlord shall estimate the amount of Adjustment Rent due for such year, and Tenant shall pay Landlord one-twelfth (1/12 ^th ) of such estimate on the first day of each month during such year. Such estimate may be revised by Landlord whenever it obtains information relevant to making such estimate more accurate (but not more than twice per year). After the end of each calendar year, Landlord shall deliver to Tenant a reconciliation statement setting forth the actual Expenses and Taxes for such calendar year, the amount by which such Expenses and Taxes exceeded the Expenses and Taxes for the Base Year and statements of the amount of Adjustment Rent that Tenant has paid and is payable for such year (Landlord may issue separate reports and statements for Expenses and Taxes or, at its option, may issue a combined report and statement) (Landlord shall use reasonable efforts to deliver such report for a calendar year by April 30 of the following year). Within thirty (30) days after receipt of such report, Tenant shall pay to Landlord the amount of Adjustment Rent due for such calendar year minus any payments of Adjustment Rent made by Tenant for such year. If Tenant’s estimated payments of Adjustment Rent exceed the amount due Landlord for such calendar year, Landlord shall apply such excess as a credit against Tenant’s other obligations under this Lease or promptly refund such excess to Tenant if the Term has already expired, provided Tenant is not then in Default hereunder, in either case without interest to Tenant.

C. Payment of Rent .
The following provisions shall govern the payment of Rent: (i) if this Lease commences or ends on a day other than the first day or last day of a calendar month, respectively, the Monthly Base Rent for the month in which this Lease so begins or ends shall be prorated; if this Lease commences or ends on a day other than the first day or last day of a calendar year, respectively, the Adjustment Rent for the year in which this Lease so begins or ends shall be prorated and the monthly installments shall be adjusted accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction, except as otherwise expressly set forth herein, and the covenant to pay Rent

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shall be independent of every other covenant in this Lease; (iii) if during all or any portion of any year at least 95% of the rentable area of the Complex is not fully rented and occupied, Landlord shall make an appropriate adjustment of Expenses for such year to determine the Expenses that would have been paid or incurred by Landlord had the rentable area of the Complex been 95% rented and occupied for the entire year with all tenants paying full rent and the amount so determined shall be deemed to have been the Expenses for such year. If during all or any portion of any year the Complex is not fully assessed for purposes of determining Taxes, Landlord shall make an appropriate adjustment of Taxes for such year to determine the Taxes that would have been paid had the Complex been fully assessed for the entire year and the amount so determined shall be deemed to have been the Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid when due shall bear interest from the date due until the date paid at an annual rate equal to the Prime Rate plus 2% (the “Prime Rate” shall mean the rate then most recently published in the Wall Street Journal as the “Prime Rate” or, if the Wall Street Journal no longer publishes such information, a comparable source reasonably selected by Landlord), but in no event higher than the maximum rate permitted by law (the “Default Rate”); and, in addition, Tenant shall pay Landlord a late charge for any Rent payment which is paid more than five (5) business days after its due date equal to 5% of such payment (provided Tenant shall not be liable for such 5% late charge the first two (2) times Tenant fails to timely pay Rent when due in any calendar year unless, with respect to each such incidence, such failure continues for more than five (5) days after written notice); (v) if changes are made to this Lease or the Complex changing the number of square feet contained in the Premises or in the Complex, Landlord shall make an appropriate adjustment to Tenant’s Proportionate Share; (vi) Tenant shall have the right, upon reasonable prior written notice to Landlord, to inspect Landlord’s accounting records relative to Expenses and Taxes during normal business hours at any time within one hundred eighty (180) days following the furnishing to Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall take written exception to any item in any such statement within such one hundred eighty (180) day period, such statement shall be considered as final and accepted by Tenant. Notwithstanding the foregoing, if Tenant audits the Taxes or Expenses and discovers an error of greater than three percent (3%), Tenant shall have a right to audit prior years’ statements for errors relating to the same items. Tenant must timely pay all Adjustment Rent billed by Landlord pending the outcome of its inspection or any audit of Landlord’s accounting records. If Tenant makes such timely written exception, an audit as to the proper amount of Adjustment Rent for such period shall be performed by an independent certified public accounting firm selected by Tenant and reasonably acceptable to Landlord, which audit shall be final and conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or Tenant shall pay to Landlord such underpayment, as applicable, within thirty (30) days after the results of such audit are reported to the parties. Tenant agrees to pay the entire cost of such audit unless it is determined that Landlord’s original determination of the Adjustment Rent for the year in issue was in error by more than three percent (3%), in which case Landlord agrees to pay the cost of such audit; (vii) in the event of the termination of this Lease prior to the determination of any Adjustment Rent, Tenant’s agreement to pay any such sums and

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Landlord’s obligation to refund any such sums (provided Tenant is not in Default hereunder) shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of the operation of the rent adjustment provisions in this Lease shall result in the payment by Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at any time change the fiscal year of the Building with notice to Tenant; (x) each amount owed to Landlord under this Lease for which the date of payment is not expressly fixed shall be due on the last to occur of (x) the same date as the Rent listed on the statement showing such amount is due and (y) thirty (30) days after delivery of the statement; (xi) if Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous calendar year until Landlord delivers such estimate, at which time Tenant shall pay retroactively the increased amount for all previous months of such calendar year or Landlord shall credit any overpayment against Rent next coming due, as applicable; and (xii) Tenant shall be responsible for paying any recordation tax incurred with respect to recording a memorandum of this Lease, if requested by Tenant.

D. Caps on Adjustment Rent .
Notwithstanding anything in this Section 2 to the contrary, commencing in the second Lease Year, solely for purposes of calculating Adjustment Rent, Controllable Expenses (as defined above) per square foot of Rentable Area of the initial Premises for each Lease Year shall not exceed an amount equal to 104% of the total actual Controllable Expenses per square foot of Rentable Area of the initial Premises for the immediately preceding Lease Year.

E. Separation of Common Ownership .
It is contemplated that all components of the Complex will retain common ownership during the Term. If, however, there is no longer common ownership of the Building and the North Tower, then (i) Tenant’s Proportionate Share shall be recalculated based upon the percentage of the Rentable Area of the Premises divided by the Rentable Area of the Building, (ii) Expenses and Taxes shall be based upon the respective amounts incurred with respect to the Building and not the Complex as a whole (provided Landlord may include in Expenses and Taxes amounts based upon the Building’s share of Expenses and Taxes that benefit or apply to the Complex as a whole) and (iii) Landlord and Tenant shall amend this Lease as equitably required to reflect such separation of common ownership.

3. USE.
Tenant agrees that it shall occupy and use the Premises only for general office use and for any other lawful purpose ancillary to general office use and consistent with a Class A office building, and for no other purposes. Tenant shall comply with all federal, state and municipal laws, ordinances, rules and regulations and all covenants, conditions and restrictions of record applicable to Tenant’s use or occupancy of the Premises. Without limiting the foregoing, except for any hazardous or toxic substances used for ordinary office purposes in compliance with applicable environmental laws, Tenant shall not cause, nor permit, any hazardous or toxic substances to be brought upon, produced, stored, used, discharged or disposed of in, on or about the Premises without the prior written consent of Landlord and then only in compliance with all applicable environmental laws.

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4. CONDITION OF PREMISES .

A. Initial Condition .
Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant took possession, subject to latent defects specified in a written notice given by Tenant to Landlord during the first eleven (11) months of the Term (failure of Tenant to timely notify Landlord of any such latent defects shall be deemed a waiver and acceptance by Tenant of such latent defects). No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Building (or to provide Tenant with any credit or allowance for the same), and no representation regarding the condition of the Premises or the Building, have been made by or on behalf of Landlord or relied upon by Tenant, except as stated in the Work Letter.

B. Americans With Disabilities Act .
The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines promulgated thereunder, as amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to business operations, accessibility and barrier removal. To the best of Landlord’s knowledge, the structural components and common areas of the Complex will be in compliance with the ADA as of the Commencement Date. Any future modifications necessary for the structural components and common areas to be in compliance with the ADA shall be Landlord’s responsibility (subject to inclusion of the costs of compliance in Expenses as provided in Section 2A(ii)(b)(2)). Tenant acknowledges and agrees that to the extent that Landlord prepares, reviews or approves any of plans or specifications relating to leasehold improvements in the Premises, such action shall in no event be deemed any representation or warranty that the same comply with any requirements of the ADA. After the Commencement Date, Tenant shall be solely responsible for all requirements under the ADA relating to Tenant or any affiliates or persons or entities related to Tenant, operations of Tenant or its affiliates, or the Premises, including, without limitation, requirements under Title I of the ADA pertaining to Tenant’s employees.

C. Environmental .
Landlord shall deliver the Premises to Tenant free from any hazardous substances or toxic materials in violation of applicable laws, rules and regulations in effect as of the date of such delivery.

5. BUILDING SERVICES .

A. Basic Services .
Landlord shall furnish the following services: (i) heating and air conditioning in accordance with the specifications set forth on Schedule 1 attached to the Work Letter, daily from 8:00 A.M. to 7:00 P.M. (Saturday from 9:00 A.M. to 2:00 P.M.), Sundays and Holidays (as hereinafter defined) excepted (provided that by written notice to Landlord not later than August 31, 2008, Tenant may elect that the weekday hours for heating and air conditioning will instead be from 7:00 A.M. to 6:00 P.M.); (ii) water for drinking and hot water for lavatory services, and water at Tenant’s expense for any full service kitchen in the Premises (subject to Section 5H); (iii) men’s and women’s restrooms at locations designated by Landlord and in common with

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other tenants of the Building; (iv) evening janitor service (after the standard hours for heating and air conditioning specified in clause (i) above) in the Premises (provided that Tenant shall have the right to hire an independent third party janitorial firm to clean the Secured Area (as hereinafter defined) and in such circumstance Landlord shall have no obligation to provide janitor service to such area) and common areas of the Building, weekends and Holidays excepted, including periodic outside window washing of the perimeter windows in the Premises (at least four times per year); and (v) access to the Premises and passenger elevator service in common with Landlord and other tenants of the Building, 24 hours a day, 7 days a week (with at least two (2) elevators in service during normal business hours and at least one (1) elevator in service at all other times); and freight elevator service daily, weekends and Holidays excepted, upon request of Tenant and subject to scheduling and reasonable charges by Landlord (provided there shall be no charge for Tenant’s use of the freight elevator during its initial build-out, move into and final move out of the Building and there shall be no charge for such freight elevator during normal business hours or at any other time unless Tenant’s use requires, as reasonably determined by Landlord, the presence of an engineer at the Building at a time when an engineer would not normally be present). For purposes of this Section 5.A, “Holidays” shall mean New Years Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving, and Christmas.

B. Electricity .
Landlord agrees to furnish to the Premises, subject to reasonable rules and regulations, electricity for normal lighting and normal office equipment, the cost of which shall be included in Expenses. Tenant shall not, without the prior written consent of Landlord, use any apparatus or device in the Premises which will in any way increase the amount of electricity used above that usually furnished or supplied for the use of the Premises as general office space, nor connect any apparatus or device with electric current lines except through existing electrical outlets in the Premises. If Tenant desires to use electric current in excess of that usually furnished or supplied for the use of the Premises as general office space, Tenant shall request the same from Landlord in writing. Landlord shall not unreasonably refuse such request if sufficient capacity is then available. If such request is granted, Landlord shall cause an electrical current meter to be installed in the Premises to measure the amount of electric current consumed. Tenant agrees to pay within thirty (30) days after demand therefor from Landlord the cost of any such meters and of the installation, maintenance and repair thereof, and the charges for all electric current consumed as shown by said meters in excess of the amount consumed in connection with the use of the Premises as general office space, at the rates charged for such services by the utility furnishing the same, plus any actual and reasonable additional expense incurred in keeping account of the electric current so consumed. If a separate meter is not installed, Tenant agrees to pay the cost for such excess electric current as established by an estimate of the amount of such excess use made by a utility company or an electrical engineer reasonably selected by Landlord.

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Notwithstanding the foregoing, Tenant may instead elect to receive its electricity directly from the utility company serving the Complex. If Tenant makes such election, (x) Tenant shall provide at least sixty (60) days prior written notice to Landlord, (y) Tenant shall arrange for the Premises to be separately metered by the utility company at Tenant’s sole cost and expense and Tenant shall be solely responsible for all bills from the utility provider for such electricity, and (z) Landlord shall permit Landlord’s wire and conduits, to the extent available, suitable and safely capable, to be used for such distribution of electricity. Tenant may not make such election unless Landlord is satisfied that Tenant’s failure to pay electricity bills owed by Tenant will not affect the furnishing of electricity to the balance of the Complex. Tenant acknowledges that if Tenant elects to receive its electricity directly from the utility company, all electricity used during the performance of janitor service or the making of any alterations or repairs in the Premises, or the operation of any special air conditioning systems serving the Premises, shall be paid for by Tenant. From and after the date Tenant commences paying for electricity directly, (i) the Base Rent per square foot of Rentable Area of the Premises then leased by Tenant shall be reduced by the cost of electricity per square foot of Rentable Area of the Premise incurred by Landlord during the Base Year, as such amount was escalated annually by 2.5% per year (or, if Tenant makes such election prior to the conclusion of the Base Year, then Landlord’s estimate of such amount which shall be $1.25 per square foot of Rentable Area of the Premises, and which cost will be audited after the conclusion of the Base Year, and Tenant and Landlord agree to reconcile said electricity bills in the manner set forth in Section 2C(vi) above) and (ii) Expenses shall not include any costs for providing electricity to any tenant’s premises.

C. Telephones .
Tenant shall be responsible for arranging for its own telecommunications services at the Premises. All telegraph, telephone, and electric connections which Tenant may desire shall be first approved by Landlord in writing before the same are installed, and the location of all wires and the work in connection therewith shall be performed by contractors reasonably approved by Landlord and shall be subject to the direction of Landlord. Landlord reserves the right to reasonably designate and control the entity or entities providing telephone or other communication cable installation, repair and maintenance in the Building and to reasonably restrict and control access to telephone cabinets. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and related wiring in the Premises, including, without limitation, any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of services therein, and the maintenance thereafter of such wire and cables; and there shall be included in Expenses all installation, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and related wiring in the Building which are not allocable to any individual users of such service but are allocable to the Building or the Complex generally. If Tenant fails to maintain all telephone cables and related wiring in the Premises and such failure affects or interferes with the operation or maintenance of any other telephone cables or related wiring in the Complex and if such failure further continues for five (5) business days after written notice from Landlord, Landlord or any vendor hired by Landlord may enter into and upon the Premises forthwith and perform such repairs, restorations or alterations as Landlord deems necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord’s reasonable costs in connection therewith). Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing of any telecommunications service to the Premises or the Building.

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D. Additional Services .
Landlord shall not be obligated to furnish any services other than those stated above or expressly stated elsewhere in this Lease. If Landlord elects to furnish services requested by Tenant in addition to those stated above (including services at times other than those stated above), Tenant shall pay Landlord’s then prevailing charges for such services. Notwithstanding the foregoing, after-hours HVAC service shall be provided to Tenant upon request for an additional cost equal to the actual and direct cost increase of any electrical service and any other utility required and the actual incremental cost increase of any direct additional labor required to provide such services. If Tenant shall fail to make any such payment within thirty (30) days after notice from Landlord, Landlord may, in addition to all other remedies available to Landlord, discontinue any additional services. No discontinuance of any such additional service shall result in any liability of Landlord to Tenant or be considered as an eviction or a disturbance of Tenant’s use of the Premises. In addition, if Tenant’s concentration of personnel or equipment exceeds the maximum load densities set forth in Schedule 1 attached to the Work Letter, and if such concentration is not corrected within five (5) business days after written notice from Landlord, Landlord may install supplementary air conditioning units in the Premises, and Tenant shall pay for the cost of installation, operation and maintenance thereof, provided that such units serve only the Premises.

E. Failure or Delay in Furnishing Services .
Tenant agrees that Landlord shall not be liable for damages for failure or delay in furnishing any service stated above if such failure or delay is caused, in whole or in part, by any one or more of the events stated in Section 25H below, nor shall any such failure or delay be considered to be an eviction or disturbance of Tenant’s use of the Premises, or relieve Tenant from its obligation to pay any Rent when due, or from any other obligations of Tenant under this Lease. Notwithstanding the foregoing, if as a result of a negligent act or omission of Landlord or any employee of Landlord (as distinguished from an act or omission of Tenant or the occurrence of an event of force majeure (as defined in Section 25H hereof) or the occurrence of a fire or other casualty which is covered by Section 12 hereof), any service to the Premises as described above is not furnished to the Premises and if as a result thereof the Premises, or a material part of the Premises, is rendered untenantable or inaccessible for a period of three (3) consecutive business days, and Tenant does not conduct business in the Premises, or such material part thereof which is rendered untenantable or inaccessible, during such 3-business day period, then as Tenant’s sole remedy for such failure to furnish such service, Base Rent and Adjustment Rent payable for such portion of the Premises which Tenant does not so occupy shall abate for the period commencing on the date of such interruption and expiring on the date such service is restored or Tenant is able to resume occupancy of the Premises or such material part thereof, as the case may be. (As used herein, the phrase “material part” shall mean an amount which in Tenant’s reasonable judgment prevents Tenant from conducting its ordinary and customary business operations.)

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F. Security .
As part of Landlord’s Work Landlord will install, at Landlord’s sole cost and expense, a security access system allowing Tenant to control access by the elevators, including the freight elevator, to floors that are leased by Tenant in their entirety. Such security access system will also control access to the Building’s entrances. Landlord shall provide to Tenant at Landlord’s sole cost and expense seven hundred (700) access cards prior to Tenant taking occupancy of the Premises. Additional and replacement access cards will cost $10.00 per card, subject to reasonable increase of such charge by Landlord from time to time.

G. Fitness Center .
Landlord shall operate, or cause to be operated, a fitness center in the Complex (the “Fitness Center”). The Fitness Center shall commence operations on or before the last to occur of (x) the date Tenant commences full business operations in the Premises and (y) the Target Commencement Date. The Fitness Center shall be sufficiently large to accommodate the anticipated population of the Complex. The Fitness Center shall include an appropriate number of showers, lockers, locker rooms and changing areas for the anticipated population of the Complex. All commercially reasonable costs and expenses incurred by Landlord in managing, operating and maintaining the Fitness Center shall be included in Expenses. There shall be no charge to Tenant’s employees who primarily work at the Complex for use of the Fitness Center.

H. Deli .
Landlord shall operate, or cause to be operated, a deli/café in the Complex comparable to such food service establishments in Class A office buildings in the Reston/Herndon, Virginia submarket (the “Deli”). The Deli shall, at a minimum, serve breakfast and lunch. The Deli shall commence operations on or before the last to occur of (x) the date Tenant commences full business operations in the Premises and (y) the Target Commencement Date. The Deli shall be sufficiently large to accommodate the anticipated population of the Complex. All commercially reasonable costs and expenses incurred by Landlord in managing, operating and maintaining the Deli shall be included in Expenses, but all gross revenues from the Deli shall be offset against Expenses. In the event, after the initial opening of the Deli, the operator or tenant of the Deli breaches its operating agreement or such operating agreement expires or terminates, Landlord shall within ninety (90) days thereof either resume operations of the Deli or locate and install a subsequent operator to resume the operations of the Deli. So long as Landlord is operating the Deli, Tenant agrees not to operate a competing deli or cafeteria in the Premises.

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I. Conference Room .
Landlord shall make available to the tenants in the Complex a conference room (the “Conference Room”). The Conference Room shall be at the location shown on Exhibit H attached hereto, provided Landlord may at any time and from time to time relocate the Conference Room to a different location in the Complex, provided such relocated Conference Room shall be of comparable size and quality. All costs and expenses incurred by Landlord in managing, operating and maintaining the Conference Room shall be included in Expenses. There shall be no charge to Tenant for use of the Conference Room, so long as Tenant leaves the Conference Room in a clean and tidy condition. Tenant’s use of the Conference Room shall be subject to reasonable rules and regulations therefor promulgated by Landlord and to Landlord’s scheduling requirements.

J. Concierge Service .

Landlord shall operate, or cause to be operated, a concierge/management service in the Complex, of a type and quality equivalent to similar concierge/management services provided by landlords to tenants in Class A office buildings in the Reston/Herndon, Virginia submarket. All costs and expenses of such concierge/management service shall be included in Expenses.

6. RULES AND REGULATIONS.
Tenant shall observe and comply and shall cause its subtenants, assignees, invitees, employees, contractors and agents to observe and comply, with the rules and regulations listed on Exhibit B attached hereto and with such reasonable modifications and additions thereto as Landlord may make from time to time, provided that Tenant is given prior written notice of such modifications and additions. Landlord shall not be liable for failure of any person to obey such rules and regulations. Landlord shall not be obligated to enforce such rules and regulations against any person, and the failure of Landlord to enforce any such rules and regulations shall not constitute a waiver thereof or relieve Tenant from compliance therewith. Landlord will not unreasonably discriminate against Tenant in the enforcement of the rules and regulations. In the event of a conflict between the terms of this Lease and the rules and regulations, the terms of this Lease shall control.

7. CERTAIN RIGHTS RESERVED TO LANDLORD.
Landlord reserves the following rights, each of which Landlord may exercise without notice to Tenant (except as otherwise provided below) and without liability to Tenant, and the exercise of any such rights shall not be deemed to constitute an eviction or disturbance of Tenant’s use or possession of the Premises and shall not give rise to any claim for set-off or abatement of rent or any other claim: (a) to change the name or street address of the Building or the Complex or the suite number of the Premises (provided that if such change is not required by any governmental entity and Landlord does not give Tenant at least ninety (90) days prior written notice of such change, Landlord shall reimburse Tenant for the reasonable cost of replacing Tenant’s stationery then in stock or under uncancellable order which is rendered obsolete by such change); (b) to install, affix and maintain any and all signs on the exterior or interior of the Complex (provided they do not materially affect Tenant’s views or obstruct Tenant’s exterior signage described in Section 27A(i) and provided, with respect to signs installed for Landlord (such as, for example, “For Rent” signs, as opposed to signs installed for another tenant or signs required by law), they do not materially detract from Tenant’s exterior signage); (c) to make repairs, decorations, alterations, additions, or improvements, whether structural or otherwise, in and about the Complex, and for such purposes and after reasonable prior notice to Tenant (excluding emergencies, when such notice shall not be required except as provided herein) to enter upon the Premises, temporarily close doors, corridors and other areas in the Complex and interrupt or

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temporarily suspend services or use of common areas. If such actions by Landlord will interrupt the ordinary and customary course of Tenant’s business, Landlord shall perform such work at times other than during ordinary business hours at Tenant’s request and at no additional expense to Tenant (Landlord may include the costs of such work in Expenses to the extent allowed pursuant to Section 2), excluding repairs to correct an emergency situation, which Landlord may perform during ordinary business hours; (d) to retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. Notwithstanding the foregoing, Tenant may, at its own expense, provide its own locks to a single area within the Premises (the “Secured Area”). Tenant shall use the Secured Area only for general office uses and ancillary uses. If Landlord desires to gain access to the Secured Area in a non-emergency situation, Landlord shall contact Tenant and Landlord and Tenant shall arrange a mutually agreed upon time for Landlord to do so; Landlord shall comply with all reasonable security measures pertaining to the Secured Area. Tenant acknowledges that Landlord will not be obligated to provide janitorial or trash removal services to the Secured Area and Tenant shall do so, at its expense, and shall keep the Secured Area in a clean condition. Landlord shall not be liable for any damage to the Secured Area or any part of the balance of the Premises if Landlord was unable to prevent such damage, or such damage was caused or exacerbated due to Tenant’s restrictions on Landlord’s access to the Secured Area. The limitations on Landlord’s access to the Secured Area will not limit any remedy available to Landlord following a Default by Tenant under the Lease. Tenant’s right to maintain a Secured Area is subject to compliance with all applicable laws, codes and ordinance and any additional costs incurred by Landlord as a result of such compliance shall be Tenant’s responsibility and paid to Landlord within thirty (30) days after demand; (e) to grant to any person or to reserve unto itself the exclusive right to conduct any business or render any service in the Complex (provided no such exclusive right shall preclude use of the Premises for general office use or ancillary uses thereto); (f) to show (but only within the last twelve (12) months of the Term or after Tenant has vacated the Premises) or inspect the Premises at reasonable times and upon not less than 24 hours prior oral or telephonic notice to Tenant at the Premises (excluding inspections relating to an emergency, when no such notice shall be required): (g) to install, use and maintain in and through the Premises, pipes, conduits, wires and ducts serving the Complex, provided that such installation, use and maintenance does not unreasonably interfere with Tenant’s use of the Premises; and (h) to take any other reasonable action in connection with the operation, maintenance or preservation of the Complex. In the exercise of the foregoing rights, Landlord shall use diligent efforts to avoid interfering with Tenant’s business operations in the Premises.

8. MAINTENANCE AND REPAIRS.
Landlord shall maintain in good order and in a manner consistent with Class A office buildings in the Reston/Herndon, Virginia submarket, and repair the structural elements, roof, exterior walls and windows and public common areas of the Complex, and the base building plumbing, mechanical, electrical, life safety and heating, ventilating and air conditioning systems serving the Complex. Subject to Tenant’s obligations pursuant to this Section 8, Landlord shall also perform any maintenance or make any repairs to the Complex as Landlord may reasonably deem necessary for the safety, operation or preservation of the Complex, or as Landlord may be required or requested to do by any governmental authority or by the order or decree of any court or by any other proper authority. The costs and expenses of Landlord’s maintenance and repairs to the Complex shall be included in Expenses, except to the extent prohibited pursuant to Section 2A(ii)(b). Tenant, at its expense, shall maintain and keep the Premises in good order and repair at all times during the Term. In addition, Tenant shall reimburse Landlord for the cost of any repairs to the Complex necessitated by the negligent acts or omissions or wilful misconduct of Tenant, its subtenants, assignees, invitees, employees, contractors and agents, to the extent Landlord is not reimbursed for such costs under its insurance policies.

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9. ALTERATIONS .

A. Requirements .
Tenant shall not make any replacement, alteration, improvement or addition to or removal from the Premises (collectively an “alteration”) without the prior written consent of Landlord. In the event Tenant proposes to make any alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior written consent: (i) detailed plans and specifications; (ii) a list of the names, addresses and copies of contracts for all contractors; (iii) all necessary permits (if any are required) evidencing compliance with all applicable governmental rules, regulations and requirements; provided that Tenant may instead deliver copies of the applications for such permits for Landlord’s review, with copies of the actual permits to be provided after Tenant has received Landlord’s consent to such alteration; (iv) certificates of insurance in form and amounts required by Landlord, naming Landlord and, if so requested, Landlord’s Mortgagee (as hereinafter defined) and property manager as additional insureds; and (v) all other documents and information as Landlord may reasonably request in connection with such alteration. Tenant agrees to pay any out-of-pocket costs reasonably incurred by Landlord in retaining third parties to review Tenant’s proposed alterations, but there shall be no review fee otherwise paid to Landlord. Neither approval of the plans and specifications nor supervision of the alteration by Landlord shall constitute a representation or warranty by Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and specifications or the quality of workmanship or the compliance of such alteration with applicable law. Notwithstanding the foregoing, no consent shall be necessary for any alteration (or related alteration) that (i) either (x) costs less than $250,000 (provided such alteration is not part of related alterations which cost, in the aggregate, more than $250,000) or (y) only involves painting and/or carpeting the Premises; (ii) does not require the issuance of a building permit, (iii) does not adversely affect the structural elements of the Complex or the base Building mechanical, electrical or plumbing systems, the common areas of the Complex or the use by other tenants in the Complex of their demised premises, (iv) does not affect the architectural aesthetics of the Complex or the appearance of any part of the Complex outside the Premises or (v) does not involve the introduction or disturbance of any hazardous or toxic materials, other than hazardous or toxic materials used in ordinary construction and office operations in accordance with applicable environmental laws (provided that even if Landlord’s consent is not necessary for such an alteration, the following provisions of this Section 9A shall apply). As a condition precedent to any alteration, Tenant agrees to obtain and deliver to Landlord written and unconditional waivers of mechanics’ liens upon the Building for all work, labor and services to be performed, and materials to be furnished, by Tenant’s contractors and suppliers in connection with such alteration. Each alteration shall be performed in a good and workmanlike manner and, except for alterations not requiring Landlord’s consent, except in accordance with the plans and specifications approved by Landlord, and shall meet or exceed the standards for construction and quality of materials

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established by Landlord for the Building. In addition, each alteration shall be performed in compliance with all applicable governmental and insurance company laws, regulations and requirements. Each alteration shall be performed in harmony with Landlord’s employees, contractors and other tenants. Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Premises (excepting only Tenant’s trade fixtures, movable fixtures, movable cubicle partitions, telephone and other equipment, computer systems, furniture, furnishings, shelving, specialized cabinetry, uninterruptible power supply systems, transfer switches, batteries, emergency generators and fuel tanks, high security systems, alarms, SCIF doors, locks and other items of personal property (collectively, “Tenant’s Personal Property”)), shall become Landlord’s property and shall remain upon the Premises at the expiration or, termination of this Lease without compensation to Tenant. Tenant shall have the right, subject to the foregoing terms and conditions, to install conduit from the property line to the Premises in up to three (3) diverse routes, and Tenant acknowledges that such work requires Landlord’s consent (and such work will be performed in such a manner to minimize interference with the operations at the Complex).

B. Liens .
Upon completion of any alteration, Tenant shall promptly furnish Landlord with full and final waivers of lien covering all labor and materials included in such alteration and all other documents required to eliminate any mechanics’ lien with respect to the alteration. Tenant shall not permit any mechanic’s lien to be filed against the Complex, or any part thereof, arising out of any alteration performed, or alleged to have been performed, by or on behalf of Tenant. If any such lien is filed, Tenant shall within fifteen (15) days thereafter have such lien released of record or deliver to Landlord a bond in form, amount, and issued by a surety satisfactory to Landlord, indemnifying Landlord against all costs and liabilities resulting from such lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to have such lien so released or to deliver such bond to Landlord, Landlord, without investigating the validity of such lien, may pay or discharge the same; and Tenant shall reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord’s actual and reasonable expenses and attorneys’ fees.

10. INSURANCE.

A. Tenant’s Insurance .
Tenant shall throughout the entire Term, at its sole cost and expense, take out and keep in full force and effect, the following insurance:

(i) property insurance (including but not limited to sprinkler leakage, ordinance and law, sewer back-up, windstorm and collapse coverage) in an amount equal to the full replacement cost thereof upon property of every description and kind owned by Tenant and which is located within the Complex, including, without limitation, Tenant’s Personal Property;

(ii) business interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in sub-clause (i) and other perils commonly insured against by prudent tenants or attributable to prevention of access to the Premises or the Complex as a result of such perils;

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(iii) commercial general liability insurance, in conjunction with umbrella or excess liability insurance, including property damage and bodily injury and personal injury liability, tenant’s legal liability, contractual liability (including contractual liability with respect to this Lease) and owners’ and contractors’ protective insurance coverage with respect to the Premises and Tenant’s use of the Complex, coverage to include the activities and operations conducted by Tenant and any other person for whom Tenant is at law responsible.

Such policies shall be written on a comprehensive basis with inclusive limits of not less than Five Million Dollars ($5,000,000) for bodily injury to any one or more persons or property damage, and such higher limits as Landlord requires from time to time, acting reasonably and consistent with the then-current insurance requirements that the majority of the other landlords of comparable buildings in the Reston/Herndon, Virginia submarket are then requiring of new tenants. Tenant’s liability insurance shall contain a severability of interests clause and a cross-liability clause;

(iv) Workers’ compensation or similar insurance in form and amounts required by law, and Employer’s Liability with not less than the following limits:


Each Accident		$500,000
Disease—Policy Limit		$500,000
Disease—Each Employee		$500,000; and

(v) any other form of insurance, which Landlord requires from time to time, acting reasonably and consistent with the then-current insurance requirements that the majority of the other landlords of comparable buildings in the Reston/Herndon, Virginia submarket are then requiring of new tenants.

B. Requirements of Tenant’s Insurance .
All of Tenant’s policies of insurance shall:

(i) be taken out with insurers with a “Best’s Rating” equal to or better than A- VII (or, if A.M. Best Company no longer publishes insurance ratings, an equivalent rating from a service reasonably selected by Landlord);

(ii) be in a form reasonably satisfactory from time to time to Landlord which form may include a reasonable deductible;

(iii) be non-contributing with and shall apply only as primary and not as excess to any other insurance available to Landlord;

(iv) contain an undertaking by the insurers to notify Landlord in writing not less than thirty (30) days prior to any cancellation thereof;

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(v) name Landlord as loss payee and any Mortgagee (as hereinafter defined) as loss payee and mortgagee with respect to the leasehold improvements; and

(vi) name Landlord, Landlord’s Property Manager and any Mortgagees as an additional insured.

C. Certificates of Tenant’s Insurance .
Certificates of insurance or if required by Landlord certified copies of each such insurance policy will be delivered to Landlord as soon as practicable after the placing of the required insurance and in any event within twenty (20) days of the effective date of coverage. No review or approval of any such insurance certificate by Landlord shall derogate from or diminish Landlord’s rights or Tenant’s obligations contained in this Section 10.

D. Failure by Tenant to Carry Insurance .
If Tenant fails to take out or keep in force any insurance referred to in this Section 10, or should any such insurance not be approved by Landlord and should Tenant not commence diligently to rectify (and thereafter proceed diligently to rectify) the situation within three (3) business days after written notice by Landlord to Tenant (stating, if Landlord does not approve of such insurance, the reasons therefore), Landlord has the right without assuming any obligation in connection therewith to effect such insurance at the sole cost of Tenant and all outlays by Landlord shall be paid by Tenant to Landlord within thirty (30) days after demand as additional Rent without prejudice to any other rights and remedies of Landlord under this Lease.

E. Landlord’s Insurance .
Landlord shall at all times throughout the Term carry:

(i) replacement cost insurance on the Complex and any machinery, boilers and equipment contained therein or servicing the Complex and owned by Landlord or the owners of the Complex (specifically excluding any property with respect to which Tenant and other tenants are obliged to insure pursuant to Section 10A or similar sections of their respective leases) against damage by “all-risks” perils, including, at its option, the perils of sprinkler leakage, ordinance and law, sewer back-up, earthquake, flood, windstorm and collapse;

(ii) commercial general liability and property damage insurance with respect to Landlord’s operations and interest in the Complex in an amount which a prudent Landlord of similar property would purchase and maintain, and in any event in an amount not less than the amounts of commercial general liability insurance then required of Tenant pursuant to this Lease;

(iii) loss of rental income insurance, or loss of insurable gross profits commonly insured against by prudent landlords, including loss of all rentals receivable from tenants in the Complex in accordance with the provisions of their leases, including basic and additional rentals; and

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(iv) such other form or forms of insurance as Landlord or the Mortgagee reasonably considers advisable.

Such insurance shall be in such reasonable amounts and with such reasonable deductibles as would be carried by a prudent owner of a reasonably similar building, having regard to size, age, use and location. Notwithstanding Landlord’s covenant contained in this Section 10F, and notwithstanding any contribution by Tenant to the cost of insurance premiums provided herein, Tenant acknowledges and agrees that no insurable interest is conferred upon Tenant under any policies of insurance carried by Landlord, and Tenant has no right to receive any proceeds of any such insurance policies carried by Landlord.

F. Increase in Insurance Premiums .
Tenant shall not keep, use, sell or offer to sell in or upon the Premises any article, which may be prohibited by any fire insurance policy in force from time to time covering the Premises or the Complex. If:

	(i)		the occupation of the Premises;

	(ii)		the conduct of business in the Premises; or

	(iii)		any act or omission of Tenant in the Complex or any part thereof,

causes or results in any increase in premiums for the insurance carried from time to time by Landlord with respect to the Complex, Tenant shall pay any such increase in premiums as additional Rent within thirty (30) days after demand by Landlord. In determining whether increased premiums are caused by or result from the use or occupancy of the Premises, a schedule issued by the organization computing the insurance rate on the Complex showing the various components of such rate shall be conclusive evidence of the several items and charges which make up such rate. Tenant shall comply promptly with all requirements of any insurer now or hereafter in effect pertaining to or affecting the Premises or the Complex.

G. Cancellation of Insurance .
If any insurance policy upon the Complex or any part thereof shall be cancelled or shall be threatened by the insurer to be cancelled or the coverage thereunder reduced in any way by the insurer by reason of the use or occupation of the Premises or any part thereof by Tenant or by any assigns or subtenant of Tenant, or by anyone permitted by Tenant to be upon the Premises, Tenant shall remedy the condition giving rise to cancellation, threatened cancellation or reduction of coverage within seventy-two (72) hours after notice thereof by Landlord.

H. Mutual Waiver of Subrogation .
Landlord and Tenant each agree that neither Landlord nor Tenant (nor their respective successors or assigns) will have any claim against the other for any loss, damage or injury to property which is covered by insurance carried by either party (or which would have been covered if the respective party had carried the insurance required by this Lease), notwithstanding the negligence of either party in causing the loss. Each party agrees to obtain an agreement from its insurer permitting the foregoing waiver if the policy does not expressly permit a waiver of subrogation.

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11. WAIVER AND INDEMNITY .

A. Waiver .
Landlord shall not be liable for any death or injury arising from or out of any occurrence in, upon, at or relating to the Complex, or damage to property of Tenant or of others located on the Premises or elsewhere in the Complex, nor shall it be responsible for any loss of or damage to any property of Tenant or others from any cause whatsoever, except for any such death, injury, loss or damage which results from the negligent act or omission of Landlord, its agents, servants or employees or other persons for whom it may at law be responsible, provided that in no event shall Landlord be responsible for any loss, injury or damage contemplated by Section 10I, or for any indirect or consequential damages sustained by Tenant or others. Without limiting the generality of the foregoing, Landlord shall not be liable for any injury or damage to persons or property resulting from fire, explosion, dampness, falling plaster, falling ceiling tile, falling ceiling fixtures or from steam, gas, electricity, water, rain, flood, snow, ice or leaks from any rentable premises or from the pipes, sprinklers, appliances, plumbing works, roof, windows or subsurface of any floor or ceiling of the Complex or from the street or any other place or by any other cause whatsoever. Landlord shall not be liable for any such damage caused by other tenants or persons in the Complex or by occupants of adjacent property thereto, or the public, or caused by construction or by any private, public or quasi-public work. All property of Tenant kept or stored on the Premises shall be so kept or stored at the risk of Tenant only and Tenant shall indemnify Landlord and save it harmless from any claims arising out of any damage to the same including, without limitation, any subrogation claims by Tenant’s insurers.

B. Tenant’s Indemnity .
Except as provided in Section 10I but notwithstanding any other provision of this Lease, Tenant shall indemnify Landlord and save it harmless from and against any loss (including loss of Base Rent and Adjustment Rent), claims, actions, damages, liability and expenses in connection with loss of life, personal injury, damage to property or any other loss or injury whatsoever arising out of this Lease, or any occurrence in, upon or at the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant or any of Tenant’s employees, agents, contractors, licensees, invitees, subtenants or assigns. If Landlord shall, without fault on its part, be made a party of any litigation commenced by or against Tenant, then Tenant shall protect, indemnify and hold Landlord harmless and shall pay all costs, expenses and reasonable legal fees incurred or paid by Landlord in connection with such litigation.

C. Landlord’s Indemnity .
Except as provided in Section 10I but notwithstanding any other provision of this Lease, Landlord shall indemnify Tenant and save it harmless from and against any loss, claims, actions, damages, liability and expenses in connection with loss of life, personal injury, damage to property or any other loss or injury whatsoever arising out of any negligent act or omission or willful misconduct of Landlord. If Tenant shall, without fault on its part, be made a party of any litigation commenced by or against Landlord, then Landlord shall protect, indemnify and hold Tenant harmless and shall pay all costs, expenses and reasonable legal fees incurred or paid by Tenant in connection with such litigation.

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12. FIRE AND CASUALTY.
Upon a fire or other casualty affecting the Building, Landlord, with reasonable diligence, shall restore the Building. Notwithstanding the foregoing, if (i) all or a substantial part of the Premises or the Building is rendered untenantable by reason of fire or other casualty, or (ii) a fire or casualty occurs during the last twelve (12) months of the Term, Landlord may, at its option, either restore the Premises and the Building, or terminate this Lease effective as of the date of such fire or other casualty. Landlord agrees to give Tenant written notice within sixty (60) days after the occurrence of any such fire or other casualty designating whether Landlord elects to so restore or terminate this Lease. If Landlord elects to terminate this Lease, Rent shall be paid through and apportioned as of the date of such fire or other casualty. If Landlord elects to restore, Landlord’s obligation to restore the Premises shall be limited to restoring those improvements in the Premises existing as of the date of such fire or other casualty which were made at Landlord’s expense (and those improvements made at Tenant’s expense if and to the extent insurance proceeds are made available to Landlord for such improvements) and shall exclude Tenant’s Personal Property and any fixtures, additions, alterations or improvements in or to the Premises which were made at Tenant’s expense and for which insurance proceeds are not made available to Landlord. If Landlord elects to restore, Base Rent and Adjustment Rent shall abate for that part of the Premises which is untenantable on a per diem basis from the date of such fire or other casualty until Landlord has substantially completed its repair and restoration work, provided that Tenant does not occupy such part of the Premises during said period. Notwithstanding anything contained in this Section 12 to the contrary, within sixty (60) days after the date of any fire or other casualty which renders all or a substantial part of the Premises or the Building untenantable, Landlord shall provide to Tenant in writing Landlord’s good faith estimate of the time required by Landlord to restore the Premises (“Landlord’s Restoration Estimate”). If Landlord’s Restoration Estimate exceeds two hundred forty (240) days from the date of such fire or casualty (or if, during the last year of the Term, more than 33% of the Premises are rendered untenantable by fire or casualty), then Tenant shall have the right, exercisable by written notice to Landlord within thirty (30) days after delivery of Landlord’s Restoration Estimate, to terminate this Lease as of the date of such fire or other casualty. Furthermore, if neither party elects to terminate this Lease as provided above and Landlord fails to substantially complete the restoration of the Premises within one hundred twenty (120) days after the time period set forth in Landlord’s Restoration Estimate (subject to delays caused by or attributable to Tenant or its agents, employees or contractors or to events of the type described in Section 25H), as Tenant’s sole and exclusive remedy for such delay in substantial completion of the restoration, Tenant shall have the right, exercisable by written notice to Landlord within 15 days after the expiration of such 120-day period, to terminate this Lease as of the date of such fire or other casualty. Notwithstanding the foregoing, Tenant shall have no right to terminate this Lease if the fire or other casualty was caused, in whole or in part, by the gross negligence or intentional misconduct of Tenant or Tenant’s agents, employees, contractors, invitees, subtenants or assigns. Base Rent and Adjustment Rent for the Premises shall not resume prior to the restoration date estimated by Landlord unless Tenant actually resumes use and occupancy of the Premises prior to such date.

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13. CONDEMNATION.
If a material portion of the Premises or the Building is rendered untenantable by reason of a condemnation (or by a deed given in lieu thereof), then either party may terminate this Lease by giving written notice of termination to the other party within thirty (30) days after such condemnation, in which event this Lease shall terminate effective as of the date which is the day immediately preceding the date of such condemnation. If this Lease so terminates, Rent shall be paid through and apportioned as of such termination date. If such condemnation does not render the Premises or the Building untenantable, this Lease shall continue in effect and Landlord shall promptly restore the portion not condemned to the extent reasonably possible to the condition existing prior to the condemnation. In such event, however, Landlord shall not be required to expend an amount in excess of the proceeds received by Landlord from the condemning authority. Landlord reserves all rights to compensation for any condemnation. Tenant hereby assigns to Landlord any right Tenant may have to such compensation, and Tenant shall make no claim against Landlord or the condemning authority for compensation for termination of Tenant’s leasehold interest under this Lease or interference with Tenant’s business; provided, however, Tenant may pursue a separate claim in a separate proceeding against the condemning authority for Tenant’s moving costs and the book value of any leasehold improvements to the Premises paid for by Tenant so long as such claim will not affect or diminish any award or compensation otherwise recoverable by Landlord.

14. ASSIGNMENT AND SUBLETTING .

A. Landlord’s Consent .
Tenant shall not, without the prior written consent of Landlord (which consent to a proposed assignment or sublease shall not be unreasonably withheld, conditioned or delayed as provided in Section 14B): (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises by any person other than Tenant and its employees, subsidiaries and affiliates (and Tenant’s clients and contractors in connection with Tenant providing services to or receiving services from such clients and contractors, respectively). As provided below, Landlord shall not unreasonably withhold or condition its consent to any proposed assignment or sublease. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other than Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or indirect) of all or a majority of the capital stock in a corporate Tenant (other than the shares of the capital stock of a corporate Tenant whose stock is publicly traded) or the merger, consolidation or reorganization of such Tenant and the transfer of all or any general partnership interest in any partnership Tenant shall be considered a Transfer. Landlord shall have no recapture rights in connection with a Transfer.

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B. Standards for Consent .
If Tenant desires the consent of Landlord to a Transfer, Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective date of the Transfer, a written notice which includes such information as Landlord may reasonably require about the proposed Transfer and the transferee. Landlord shall not unreasonably withhold, condition or delay its consent to any assignment or sublease. Landlord shall not be deemed to have unreasonably withheld its consent if, in the reasonable judgment of Landlord: (i) the tenancy or occupancy of the transferee may result in an adverse affect on the Class A image or reputation of the Complex; (ii) the financial condition of the transferee is such that it may not be able to perform its obligations in connection with the assignment or sublease; (iii) the purpose for which the transferee intends to use the Premises or portion thereof or the identity of the transferee is in violation of the terms of this Lease or the lease of any other tenant in the Complex; (iv) the transferee is a tenant of the Complex and Landlord has suitable space in the Complex available to lease to such party; or (v) any other reasonable basis. If Landlord consents to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of all rent and other consideration received by Tenant in excess of the Rent paid by Tenant hereunder for the portion of the Premises so transferred (after deducting therefrom the amount of all reasonable and ordinary costs incurred in connection with the Transfer, to include but not be limited to, brokerage commissions, marketing expenses, free rent, cash allowances and tenant improvement costs actually paid by Tenant in connection with such Transfer). Such rent shall be paid as and when received by Tenant. In addition, Tenant shall pay to Landlord any attorneys’ fees and expenses incurred by Landlord in connection with any proposed Transfer, whether or not Landlord consents to such Transfer (not to exceed $2,000 for a routine transaction using Landlord’s prescribed forms).

C. Right To Assign Or Sublease To Qualified Affiliate .
Notwithstanding anything contained in this Section 14 to the contrary, provided Tenant is not then in Material Default (as hereinafter defined) under this Lease, Tenant shall have the right to assign this Lease or sublease the Premises, or any part thereof, to a Qualified Affiliate (as hereinafter defined) without the prior written consent of Landlord and without Landlord having the right to receive excess consideration or the right to recapture any part of the Premises, but only upon at least ten (10) days prior written notice to Landlord and subject to all of the other provisions of this Lease, specifically including, without limitation, the continuation of liability of Tenant under this Lease. Upon an assignment of this Lease to a Qualified Affiliate, the Qualified Affiliate shall assume the obligations of the tenant under this Lease from and after the effective date of such assignment pursuant to a written assumption agreement executed and delivered to Landlord prior to the effective date of such assignment. “Affiliate” shall mean (i) any corporation or other entity controlling, controlled by or under the common control with Tenant, (ii) the surviving entity formed as a result of a merger or consolidation with Tenant or (iii) any entity that purchases all or substantially all of Tenant’s assets or equity interests. The word “control,” as used herein, shall mean the power to direct or cause the direction of the management and policies of the controlled entity through ownership of more than 50% of the voting securities in such controlled entity. An Affiliate shall be a “Qualified Affiliate” only if it has a tangible net worth and liquidity as of the effective date of such transfer equal to or greater than that of the originally-named Tenant (as measured immediately prior to the assignment). Nothing contained in this Section 14C shall permit an assignment of this Lease or the subleasing of the Premises to a Qualified Affiliate that is disreputable or otherwise might result in an adverse affect on the Class A image or reputation of the Complex, as reasonably determined by Landlord.

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15. SURRENDER.
Upon termination of the Term or Tenant’s right to possession of the Premises, Tenant shall return the Premises to Landlord in good order and condition, ordinary wear and tear and damage by fire or other casualty excepted. Except as otherwise provided in Sections 27, 34 and 35, Tenant shall not, and shall not be required to, remove any permanent leasehold improvements, including, without limitation, drywall partitions, carpets, lighting fixtures, doors, hardware, ceilings, wiring, voice/data cabling, conduit, sleeves, drop ceilings or raised access floors. Tenant shall remove Tenant’s Personal Property prior to the termination of the Term or Tenant’s right to possession of the Premises. If Tenant does not remove such items, Tenant shall be conclusively presumed to have conveyed the same to Landlord without further payment or credit by Landlord to Tenant; or at Landlord’s sole option and upon at least thirty (30) days written notice to Tenant, such items shall be deemed abandoned, in which event Landlord may cause such items to be removed and disposed of at Tenant’s expense, without notice to Tenant and without obligation to compensate Tenant.

16. DEFAULTS AND REMEDIES .

A. Default .
The occurrence of any of the following shall constitute a default (a “Default”) by Tenant under this Lease: (i) Tenant fails to pay any Rent when due (a “Monetary Default”) (and, only with respect to the first two (2) of such defaults within any 12-month period, such default shall continue for ten (10) days after written notice to Tenant); (ii) Tenant fails to perform any other provision of this Lease not otherwise specifically addressed in this Section 16A and such failure is not cured within thirty (30) days (or immediately if the failure involves a hazardous condition) after notice from Landlord (or if such failure not involving a hazardous condition will take longer than thirty (30) days to cure, if Tenant fails to immediately commence curing such failure or thereafter fails to diligently pursue such cure to completion); (iii) the leasehold interest of Tenant is levied upon or attached under process of law; (iv) Tenant dissolves without the permitted assignment and assumption of this Lease by Tenant’s successor in interest in compliance with Section 14; (v) Tenant fails to deliver an instrument described in Section 20 or Section 21 within the time period set forth therein; or (vi) any voluntary or involuntary proceedings are filed by or against Tenant or any guarantor of this Lease under any bankruptcy, insolvency or similar laws and, in the case of any involuntary proceedings, are not dismissed within ninety (90) days after filing. Any Monetary Default and any other material Default by Tenant is referred to herein as a “Material Default.”

B. Right of Re-Entry .
Upon the occurrence of a Default, Landlord may elect to terminate this Lease, or, without terminating this Lease, terminate Tenant’s right to possession of the Premises. Upon any such termination, Tenant shall immediately surrender and vacate the Premises and deliver possession thereof to Landlord. Tenant grants to Landlord the right to enter and repossess the Premises and to expel Tenant and any others who may be occupying the Premises and to remove any and all property therefrom, without being deemed in any manner guilty of trespass and without relinquishing Landlord’s rights to Rent or any other right given to Landlord hereunder or by operation of law.

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C. Reletting .
If Landlord terminates Tenant’s right to possession of the Premises without terminating this Lease, Landlord may relet the Premises or any part thereof. In such case, Landlord shall use reasonable efforts to relet the Premises on such terms as Landlord shall reasonably deem appropriate; provided, however, Landlord may first lease Landlord’s other available space and shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. Tenant shall reimburse Landlord for the reasonable costs and expenses of reletting the Premises including, but not limited to, all brokerage, advertising, legal, alteration, redecorating, repair and other expenses incurred to secure a new tenant for the Premises, provided Tenant shall not be liable for costs and expenses of reletting to the extent they apply to a re-letting that extends beyond the balance of the scheduled Term. In addition, if the consideration collected by Landlord upon any such reletting, after payment of the expenses of reletting the Premises which have not been reimbursed by Tenant, is insufficient to pay monthly the full amount of the Rent, Tenant shall pay to Landlord the amount of each monthly deficiency as it becomes due. If such consideration is greater than the amount necessary to pay the full amount of the Rent, the full amount of such excess shall be retained by Landlord and shall in no event be payable to Tenant.

D. Termination of Lease .
If Landlord terminates this Lease, Landlord may recover from Tenant and Tenant shall pay to Landlord, on demand, as and for liquidated and final damages, an accelerated lump sum amount equal to the amount by which Landlord’s estimate of the aggregate amount of Rent owing from the date of such termination through the Expiration Date plus Landlord’s estimate of the aggregate expenses of reletting the Premises, exceeds Landlord’s estimate of the fair rental value of the Premises for the same period (after deducting from such fair rental value the time needed to relet the Premises and the amount of concessions which would normally be given to a new tenant), both discounted to present value at the rate of 7% per annum.

E. Other Remedies .
Landlord may but shall not be obligated to perform any obligation of Tenant under this Lease; and, if Landlord so elects, all reasonable costs and expenses paid by Landlord in performing such obligation, together with interest at the Default Rate, shall be reimbursed by Tenant to Landlord on demand. Any and all remedies set forth in this Lease: (i) shall be in addition to any and all other remedies Landlord may have at law or in equity, (ii) shall be cumulative, and (iii) may be pursued successively or concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be deemed an election of remedies or preclude Landlord from exercising any other remedies in the future.

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F. Bankruptcy .
If Tenant becomes bankrupt, the bankruptcy trustee shall not have the right to assume or assign this Lease unless the trustee complies with all requirements of the United States Bankruptcy Code; and Landlord expressly reserves all of its rights, claims, and remedies thereunder.

G. Landlord’s Default .
If Landlord fails to perform or observe any of the terms, covenants or conditions contained in this Lease on its part to be performed or observed within thirty (30) days after written notice of default from Tenant or, when more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to proceed diligently to cure such default after written notice thereof from Tenant, said failure shall constitute a default by Landlord under this Lease, and Tenant shall, except as expressly set forth in this Lease to the contrary, have the right to pursue any and all equitable and legal remedies against Landlord under applicable law. Nothing in this Section 17G shall be deemed to grant Tenant any right to cure such a default by Landlord or to offset any amount against Rent absent an authorizing order from a court of competent jurisdiction.

H. Waiver of Trial by Jury .
Landlord and Tenant waive trial by jury in the event of any action, proceeding or counterclaim brought by either Landlord or Tenant against the other in connection with this Lease.

17. HOLDING OVER.
If Tenant retains possession of the Premises after the expiration or termination of the Term or Tenant’s right to possession of the Premises, Tenant shall pay Rent during such holding over at 125% of the rate in effect immediately preceding such holding over computed on a monthly basis for each month or partial month that Tenant remains in possession. If Tenant so retains possession of the Premises for more than ninety (90) days after both (x) the expiration or termination of the Term and (y) written notice from Landlord that Landlord has entered into a lease for all or a portion of the Premises, then Tenant shall also pay, indemnify and defend Landlord from and against all claims and damages, consequential as well as direct, sustained by reason of Tenant’s holding over. With Landlord’s prior written consent, but not otherwise, Tenant shall have the right to hold over without penalty. The provisions of this Section do not waive Landlord’s right of re-entry or right to regain possession by actions at law or in equity or any other rights hereunder, and any receipt of payment by Landlord shall not be deemed a consent by Landlord to Tenant’s remaining in possession or be construed as creating or renewing any lease or right of tenancy between Landlord and Tenant.

18. SECURITY DEPOSIT.

A. Security Deposit .
At the time of signing this Lease, Tenant shall deposit with Landlord an unconditional, irrevocable letter of credit in Landlord’s favor (the “LOC”) in the amount of $2,432,336.64, which is the equivalent of eight (8) installments of Monthly Base Rent for the initial Premises. The LOC shall be freely assignable by Landlord at Landlord’s cost

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