LEASE

LEASE

              THIS LEASE is made on the 14 th day of May, 2009, by Gulfcoast Property No. 1, LLC, a Florida limited liability company, (Landlord), and Teltronics, Inc.,  a Florida corporation (“Tenant”).

        The Schedules and Exhibits listed below are an integral part of this Lease and all of their terms are incorporated into this Lease.  Unless stated otherwise, in the event of a conflict between the terms and provisions of an Exhibit and terms and provisions contained within the body of this Lease, the terms and provisions of the Exhibit shall control.

           The following defined terms, in addition to those listed in Section 1.01, are used in this Lease.

           (a)            Additional Rent .  Such sums, charges and expenses, other than Base Rent, which are due under this Lease from Tenant to Landlord, including but not limited to those costs described in Article III.

           (c)            Assessments .  Assessments due under the terms and provisions of the Declaration of Protective Covenants, Conditions, Easements, and Restrictions for Gulfcoast Corporate Park, which are prorated among property owners on an acreage prorated basis as provided therein.  The current percentage portion of Assessments attributed to the Premises (Lots 20 AND 21 of GULFCOAST CORPORATE PARK, PHASE 2 as per plat thereof recorded in Plat Book 37, Pages 82-86 of the Public Records of Manatee County, Florida) is 4.3% of the total Assessments, for Gulfcoast Corporate Park.

           (d)            Attorney’s Fees .  All fees and costs of attorneys, accountants, experts, paralegals and similar persons, whether or not suit is brought, including, but not limited to, appellate costs and expenses.

           (e)            Base Rent .  The Base Rent as described in Section 1.01(g), as adjusted pursuant to Sections 1.01(h) and 3.03 and other provisions of this Lease.

           (f)            Building .  The building of approximately 51,520 square feet, and related improvements situated on Lots 20 and 21, Gulfcoast Corporate Park, Manatee County, Florida.  Upon Completion of the Expansion, the term “Building” shall include the Expansion improvements.

(g)            Expansion .  Expansion shall mean an expansion of the Building of approximately 17,000 square feet under the terms of Section 2.09(a) - (f).

           (h)            Premises .  The Premises located at the address set forth in Section 1.01(c) and consisting of Lots 20 and 21, Gulfcoast Corporate Park, Manatee County, Florida, together with all improvements

thereon.  Upon Completion of the Expansion, the term “Premises” shall include the Expansion improvements.

           (i)            Premises’ Operating Expenses .  The total cost and expense for the entire Building and Premises as more fully described in Section 3.05, incurred in operating, maintaining, and repairing of the Premises and the Building.

           (j)            Effective Date .  This instrument becomes effective as a lease upon execution and delivery by both Landlord and Tenant.  Submission of this instrument for examination does not constitute an offer, right of first refusal, reservation of or option for the Premises or any other space or premises in, on or about the Building.

           (k)            Event of Default .  One or more of the events described in Section 16.01.

           (l)            Hazardous Materials .  Any oil and petroleum products and their byproducts, asbestos, polychlorobiphenyls, hydrocarbon products and derivatives, flammable or explosive materials, radioactive materials, hazardous materials, hazardous wastes, biomedical wastes, biological wastes, hazardous or toxic substances, or related materials as defined under or regulated by any Legal Requirement, including without limitation the following statutes and regulations promulgated under their authority; 1) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.); b) the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.); c) the Resource Conservation and Recovery Act of 1976 as amended (42 U.S.C. Sections 6901 et seq.); d) the Water Pollution and Control Act, as amended (33 U.S.C. 1317 et seq.); and e) the Florida Air and Water Pollution Control Act (Section 403.011, Florida Statutes et seq.).

(m)            Lease .  This Lease, including all Schedules and Exhibits and any modifications to it which may from time to time be duly executed by the parties hereto.

(n)            Lease Term .  The term of this Lease, as provided in Section 1.01(e).

(o)            Lease Term Commencement Date .  The date upon which the Lease shall commence as provided in Section 2.03(a).

(p)            Lease Year .  Consecutive twelve (12) calendar month periods commencing from January 1, 2010.

(q)            Legal Authority .  Any domestic or foreign federal, state, county, municipal, or other government or governmental or quasi-governmental department, commission, board, bureau, court, agency, or instrumentality having jurisdiction or authority over Landlord, Tenant, and/or all or any part of the Premises.

(r)            Legal Requirement .  Any law, statue, code, rule, regulation, ordinance, order, judgment, decree, writ, injunction, franchise, permit, certificate, license (including any beer, wine or liquor license), authorization, registration, or other direction or requirement of any Legal Authority, which is now or in the future applicable to the Premises, including those not within the present contemplation of the parties.

           (s)            Notice .  Any “notice” referenced in this Lease shall be provided as further defined in Section 20.04.

(t)            Rent (or rent) .  Payments, in legal currency of the United States of America, by Tenant to Landlord of the Base Rent, the Additional Rent, all applicable State and local sales tax, and all other payments owed by Tenant to Landlord in accordance with the terms and conditions of this Lease shall be provided as further defined in Section 20.04.

(u)            Tenant’s Personal Property .  Tenant’s Personal Property includes, but is not limited to, Tenant’s or any subtenant’s inventory, equipment, furniture, furnishings, trade fixtures, machinery, and tools, together with all additions, substitutions, replacements, improvements, to the same, and proceeds thereof,

all or any part of which is or is to be located on and may be affixed to the Premises or be improvements thereon

           In consideration of the rents, covenants, and agreements of Tenant, Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, subject to the terms and conditions of this Lease.

           The use and occupation by Tenant of the Premises shall include the non-exclusive use, in common with others, of the common areas located in Gulfcoast Corporate Park as they may exist from time to time, subject to the terms and conditions of the Covenants, Conditions, Easements, and Restrictions, as the same may be amended from time to time, applicable thereto.

           (a)           Lease Term Commencement Date.  This Lease shall commence on June 1, 2009 and the Tenant shall have occupancy as of that date for purposes of preparing the Building for later full occupancy...

(b)           Occupancy Date.  The Tenant or its Approved Subtenant shall commence occupancy of the Premises for its Permitted Use on September 1, 2009.

(c)           Term.  The Lease Term shall be that provided in Section 1.01(e).  The Lease Term shall terminate on the last day of the period provided in Section 1.01(e) unless sooner terminated as provided in this Lease.  

Section 2.04        Building Expansion.

(a)  At any time after the Lease Term Commencement Date and prior to January 1, 2014, Tenant may provide written notice (“Notice of Expansion”) to Landlord requesting the Landlord construct an expansion of the Building of approximately 17,000 square feet for light manufacturing use (“Expansion”), reasonably incorporating the features of the Expanded Building Site Plan which is Exhibit D to this Lease.  Such written notice shall specify (“Expansion Completion Date”) which date shall be as early as reasonably possible but not  later than twelve (12) months after the date of   the Notice of Expansion. Thereafter, Landlord shall, subject to the additional terms and conditions in Sections 2.04(b) – (f) below, design and construct the Expansion.

(d)  Within ten (10) days following Tenant’s approval/acceptance of the Expansion Plans, Landlord shall deliver to Tenant an Expansion cost budget covering all costs necessary to complete the Expansion (“Cost Budget”) and Tenant shall approve or reject the Cost Budget by notice in writing within ten (10) days of receipt thereof.  If the Tenant approves the Cost Budget it shall be obligated pay to Landlord  a sum of money equal to 50% of the total Cost Budget (“Expansion Cost Contribution”).  The Expansion Cost Contribution shall be paid as follows: (1) 75% of the Expansion Cost Contribution, less the Design Cost Funding, shall be paid to Landlord simultaneously with Tenant’s notice of approval of the Cost Budget; and (2) 25% of the Expansion Cost Contribution shall thereafter be paid in equal monthly installments over the period of time commencing from first day of the first new month following commencement of the Expansion construction and ending on the first day of the first new month after the Expansion Completion Date.  All Expansion Cost Contribution payments to Landlord shall be made by wire transfer or certified/bank check.  If the Tenant fails to approve the Cost Budget, the parties agree to promptly schedule a joint meeting to attempt to revise the Cost Budget to a mutually acceptable amount, failing which the Expansion shall be terminated and Tenant shall have no further rights under this Lease to demand construction of the Expansion.  After Completion of the Expansion, the Tenant shall receive a credit against future rents in the amount of the Expansion Cost Contribution or a reduced portion thereof, as provided in Section 3.02(c).  The Landlord shall be responsible for all Expansion Costs in excess of the Expansion Cost Contribution, except for construction change orders requested and approved by Tenant, the cost of which will be paid in full to Landlord by Tenant at the time of approval thereof.  Upon acceptance by Tenant of the Cost Budget the parties shall initial two (2) duplicates thereof and each shall retain one duplicate for their records.

(e)  Upon receipt of Tenant’s approval of the Expansion Plans and Cost Budget Landlord shall proceed with construction and completion of the Expansion by the Expansion Completion Date (as defined below) based upon the approved Expansion Plans.  Landlord shall enter into such contracts and agreements as it deems necessary to reasonably prosecute construction of the Expansion to completion in conformance with the Expansion Plans. The “Expansion Completion Date” (or “Completion”) shall mean the earliest date upon which: (1) the Expansion contruction is complete in compliance with Expansion Plans; and (2) Manatee County shall have  issued the Certificate of Occupancy or Certificate of Completion (or a temporary Certificate of Occupancy permitting Tenant to occupy the Expansion) for the Expansion..

(f)  On the day following the Expansion Completion Date, Tenant shall take occupancy of the Expansion and commence the payment of Rent attributable to the Expansion as provided in Sections 1.01(g) and 3.02(c) and Schedule 1.01(g).

           Tenant’s obligation to pay Base Rent pursuant to Schedule 1.01(g) and Additional Rent shall commence on the Lease Term Commencement Date.  Provided, however, the first month’s Rent shall be paid to Landlord upon execution hereof.

           (a)           Except as provided in subparagraph (b) below, the Base Rent and Additional Rent shall be payable by Tenant in equal monthly installments, together with all applicable sales taxes, on the first ) day of each month, in advance, at Landlord’s address set forth in Section 1.01(a) or at such other place designated by Landlord from time to time, without any prior demand and without any deduction, holdback or setoff.  All Rent payments shall be set up with the Tenant’s Bank to allow Landlord to use Automated Clearing House (ACH) to transfer the funds on the applicable Rent payment date.

(b)           The Tenant shall make payments of Rent in addition to or in lieu of monthly installments of Rent as follows:

Payment Date                                                     Amount*                                                                               Note

*    Plus in all events applicable sales taxes.

**  If the Expansion is completed during Lease Year 1 monthly Rent payments shall commence as to the Expansion.

(c)       If the Expansion is constructed, the Tenant shall receive a credit for future Rents to be paid after the completion of the Expansion, equal to the Expansion Cost Contribution or a reduced portion thereof as provided herein.

           Commencing as of January 1, 2013, and each January 1st thereafter during the Lease Term, the Base Rent shall be increased by the amount that is obtained by multiplying the Base Rent for the immediately preceding Calendar year by the percentages set forth in Section 1.01(i), subject to the minimum and maximum increases stated therein.

           Subject to reimbursement as set forth in Section 3.05, Landlord shall pay all Taxes (as defined below) on or before the same become delinquent.  "Taxes" means all ad valorem and real property taxes, assessments or similar charges levied or assessed by any Legal Authority against all interest in real property which are now or hereafter becomes a part of the Premises, and such other costs and fees incurred by Landlord in contesting any such taxes, assessments, or charges and/or negotiating with any such Legal Authority with respect thereto.  In the event any Legal Authority shall levy any general or special assessment for public improvements applicable to the Building ("Improvement Assessments"), Landlord shall also pay such Improvement Assessments on or before the date same become delinquent; provided, however, that (i) Landlord shall be required to take the benefit of any statute or ordinance permitting any such assessment for public betterments or improvements to be paid over a period of time; (ii) Landlord shall pay any assessments and taxes before the same become delinquent such that Tenant shall have no liability for late charges or penalties; and (iii) Premises' Operating Costs shall only include the payment of such  installments as shall fall due prior to the Lease Termination Date.

Section 3.05       Tenant to Bear Premises’ Operating Expenses.

           This is to be an absolute net lease and therefore from and after the Lease Commencement Date, the Tenant shall pay, and be responsible for, all of Premises’ Operating Expenses except as otherwise specified in Section 8.05.  Except for those expenses specifically indentified in Section 8.05, it is the intent of the parties that the Tenant bear every expense relating to the holding, maintenance, repair and operation of the Building and the Premises, as if the Tenant were a fee simple owner of same and all such expenses are included in the term Premises Operating Expenses.  The items and charges comprising the Premises’   Operating Expenses shall include, without limitation, lighting; sewer and water charges; Taxes (including improvement assessments); Assessments; insurance costs; non-ad valorem taxes; sanitary control; removal of trash, rubbish, garbage, and other refuse; cost of security; and all other charges, costs, and expenses which arise from the operation, maintenance, and repair of the Building, as described in Section 1.01(j).  Tenant shall maintain and repair the Building and Premises to the standards set in Section 8.01.  Notwithstanding anything contained in this Section 3.05 to the contrary, Operating Expenses and Premises' Operating Costs shall not include: (i) cost for which Landlord is reimbursed by insurance; (ii)  depreciation; and (iii) repairs necessitated by the negligent acts or omissions of Landlord or Landlord’s agents, representatives, employees or contractors.  Upon Landlord’s request, Tenant shall promptly provide reasonable documentation of Tenant’s expenditures for Premises Operating Expenses not more frequently than semi-annually.

Section 3.06        Payment of Additional Rent.

           (a)           Landlord shall estimate the Taxes and the Premises’ Operating Expenses not directly paid by Tenant (e.g., Assessments and Insurance costs), and Tenant shall pay one-twelfth (1/12) thereof monthly in advance, together with each monthly payment of Base Rent.  Landlord shall estimate and account for Premises’ Operating Expenses on a calendar-year basis and shall provide notice and reasonable documentation of prior years’ actual expenses and the estimate of the then-current calendar year's Premises’ Operating Expenses (“Annual Operating Cost Recap”) no later than May 1 of each year with the change in estimated payment to be effective the first day of the month at least 30 days after delivery of the Annual Operating Cost Recap but in no event later than the June Rent payment each year.  If at any time during any Lease Year Landlord determines that the actual Premises’ Operating Expenses have changed over the estimated costs by an identifiable amount (e.g., an increase or decrease in insurance cost or Regular or Special Assessments), the Landlord shall provide Tenant notice and reasonable documentation of said change and the estimated monthly Additional Rent shall be adjusted effective with the next following Rent Payment, but in no event less than twenty (20) days following Landlord’s notice.  Within ninety (90) days following the end of each calendar year, Landlord shall furnish Tenant statements of the actual Taxes and the actual Premises’ Operating Expenses not directly paid by Tenant for that year, and there shall be an adjustment between Landlord and Tenant, with payment to Landlord or credit to Tenant against future Rent (or payment to Tenant if at the end of the Term hereof), as the case may require.    Landlord's failure to provide notice within such time shall not relieve Tenant of its obligations to pay the entire amount due from Tenant for such period.  Tenant covenants and agrees that Tenant shall remain liable to and shall pay the Taxes and the Premises’ Operating Cost not directly paid by Tenant in the amounts and times as set forth

herein, notwithstanding any termination of this Lease by reason of any default of Tenant; this covenant shall survive any such termination.

           (b)           Tenant shall pay, as Additional Rent, all sales, use, and other taxes imposed by any governmental authorities upon the manufacture, sale, use, transmission, distribution or other process necessary or incidental to the furnishing of utilities or other services to the Premises.  Tenant shall pay before delinquency all personal property taxes and assessments on the property of Tenant located on the Premises and on additions and improvements on the Premises belonging to Tenant.  Tenant shall also pay, as Additional Rent, all sales taxes assessed by governmental authority against the Base Rent and Additional Rent and other payments to be made pursuant to this Lease, even though the taxing statute or ordinance may purport to impose such sales tax against Landlord.  The payment of all sales tax shall be made by Tenant to Landlord on a monthly basis, concurrently with payment of the Base Rent.

Section 3.07       Additional Rent.

           Any and all sums of money or charges required to be paid by Tenant under this Lease other than Base Rent shall be considered "Additional Rent" whether or not the same be so designated and Landlord shall have all rights to enforce due and timely payment by Tenant of Additional Rent as are available to Landlord with regard to Base Rent.

Section 5.01       Use of Premises.

           Tenant shall occupy the Premises without delay.  Except as otherwise specifically provided herein, Tenant shall, continuously and without interruption, use the Premises solely and exclusively for the Permitted Use as shown in Section 1.01(f) of this Lease.  Tenant shall not use, permit or suffer the use of the Premises for any other business or purpose, nor by any other party.

Section 5.02       Waste or Nuisance.

           Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may adversely affect Landlord's interest in the Premises.

Section 5.03       Governmental Regulations.

           Tenant shall, at Tenant's sole cost and expense, comply with all Legal Requirements of all Legal Authorities regulating Tenant's use and occupancy of the Premises, including but not limited to those regarding building and zoning codes, Hazardous Materials, Americans with Disabilities Act, and all similar matters, now in force or which may hereafter be in force.  Tenant shall cooperate with Landlord in Tenant's observance of all such matters.  Tenant shall indemnify, defend and save Landlord harmless from penalties, fines, costs, expenses, suits, claims, damages and attorneys' fees and costs resulting from Tenant's failure to perform its obligations in this Section or otherwise resulting from Tenant's occupancy of the Premises.  The provisions of this Section shall survive the expiration or termination of this Lease.

Section 5.04       Hazardous Materials.

            (a)           Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept, used, generated or disposed of in or about the Premises.  If during the Term of this Lease the Premises becomes contaminated in any manner caused by Tenant, Tenant shall indemnify and hold harmless Landlord from any and all claims, damages, fines, judgments, losses or liabilities, investigation, cleanup, removal or restoration mandated by or related to a federal, state or local agency, or political subdivision, and any and all sums payable for settlement of claims, attorneys' fees, consultant and expert fees) arising from, growing out of or related to Hazardous Materials as described or anticipated in this Section.  Tenant shall comply with all terms set forth in the Hazardous Materials Prevention Contamination, if any, and Response Plan for the

Gulfcoast Corporate Park and the applicable requirements of the Manatee County Land Development Code, as amended, which pertain to Hazardous Materials.

            (b)           If Tenant causes or permits the discharge of any Hazardous Material on the Premises, Tenant shall promptly at its sole expense take all reasonable or necessary actions to return the  Premises to the condition existing prior to the presence of the Hazardous Materials, after first obtaining Landlord's approval for such remedial action.  Tenant’s remedial action hereunder shall comply with all Legal Requirements and Landlord’s approval shall not be required for remedial actions required under any Legal Requirement.  If Tenant does not promptly initiate and diligently pursue full remediation in compliance with Legal Requirements, Landlord may, following reasonable notice to Tenant, do so and Tenant shall reimburse Landlord, as Additional Rent.

           (c)           The provisions of this Section 5.04 shall survive the expiration or termination of this Lease.

(d)           Notwithstanding the provisions of Section 5.04(b), Tenant may introduce and store within the Premises, chemicals, compounds, solvents and similar materials ordinarily used in Tenant’s business operations, which may constitute Hazardous Materials, provided that such materials are stored and utilized in accordance with all Legal Requirements.  Tenant shall be liable under Section 5.04(c) for any discharge or mishandling of materials permitted on the Premises pursuant to this Section.

Section 5.05       Radon.

           The following statement is made to conform with Florida Statutes:

Radon Gas:  Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time.  Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.  Additional information regarding radon and radon testing may be obtained from your county public health unit.

Section 6.01       Amount of Deposit.

           Upon execution of this Lease, Tenant shall pay to the Landlord the Security Deposit as provided in Section 1.01(k).  This sum may be co-mingled with other funds of Landlord, and Landlord shall have no liability for the accrual or payment of any interest thereon.  In the event of the failure of Tenant to keep and perform any of the terms, covenants and conditions of this Lease, then Landlord, at its option and upon written notice to Tenant, may apply the Security Deposit, or as much thereof as Landlord may deem necessary, to compensate Landlord for all loss or damage sustained or suffered by Landlord due to such default or failure on the part of Tenant.  Should any portion of the Security Deposit be so applied by Landlord, then Tenant shall, upon the written demand of Landlord, remit to Landlord a sufficient amount in cash to restore the Security Deposit to the original sum deposited, and Tenant's failure to do so within fifteen (15) days after receipt of such demand shall constitute an Event of Default under this Lease.  Should Tenant comply with all terms, covenants and conditions and promptly pay all the Base Rent and Additional Rent as it falls due, and all other sums payable by Tenant to Landlord, and fully perform its obligations under the Lease to repair and maintain the Building and Premises, the Security Deposit shall be returned to Tenant after the Lease Termination Date.

Section 6.02       Transfer of Deposit.

           Landlord may deliver the Security Deposit to the purchaser of Landlord's interest in the Premises, in the event that such interest is sold, and, provided such purchaser has assumed in writing the obligations of Landlord hereunder, and thereupon Landlord shall be discharged from any further liability with respect to the Security Deposit.

Section 7.01       Installation by Tenant and Landlord.

           Tenant will not place or permit to be placed or maintained on any exterior door, wall or window of the Premises any sign, awning or canopy, or advertising matter or other thing of any kind, and will not place or maintain any decoration, lettering or advertising matter on the glass of any window or door, nor will any illuminated sign be placed in the window display area of the Premises without first obtaining Landlord's written approval and consent, which consent will not be unreasonably withheld; provided, however, the Landlord may give consideration to the aesthetic effect of any such sign when compared to other signage located within Gulfcoast Corporate Park.  Two (2) signs (one (1) for Tenant and one (1) for DDS) may be erected within the areas designated by Landlord, which signs shall be subject to the prior written approval of Landlord, and which shall be subject to the same aesthetic standards set forth in the previous sentence.  Tenant further agrees that such signs, awning, canopy, decoration, lettering, advertising matter or other thing as may be approved shall be maintained in good condition and repair at all times.  No sign shall be installed at or on the Premises until all governmental approvals and permits required therefore are first obtained and all fees pertaining thereto have been paid by Tenant.

Section 7.02       Responsibility of Tenant Regarding Alterations.

           Tenant shall make no Alterations in or to the Premises without the prior written consent of Landlord, which consent may be given or withheld in Landlord's  reasonable discretion and may be predicated on, among other things, Tenant's use of contractors acceptable to Landlord; Tenant's furnishing plans acceptable to Landlord; Tenant's obtaining acceptable payment and performance bonds for any Alterations;  Tenant's obtaining the consents, if required, of Landlord's mortgagee(s); and Tenant's obtaining all appropriate governmental permits and approvals at Tenant's expense prior to the beginning of the work.  All Alterations to the Premises remaining at the end of the Lease Term shall remain the property of Landlord.  In no event shall Tenant remove such Alterations without the prior written consent of Landlord.  Upon expiration of the Term of this Lease or early termination hereof, if Landlord notified Tenant at the time of Landlord's approval of such alterations that Landlord requires that such Alterations be removed, Tenant shall remove such Alterations within five (5) days of Landlord's written demand for such removal and shall restore the Premises to the condition that existed prior to the Alterations, ordinary wear and tear, casualty loss, and condemnation excepted.  Notwithstanding the foregoing, Landlord shall reasonably approve the remodeling of the offices by Tenant at the inception of the Lease to accommodate their operations.

           In accordance with the applicable provisions of the Florida Construction Lien Law, Florida Statutes 713.10, no interest of Landlord, whether personally or in the Building, or the Premises, shall be subject to liens for improvements made by Tenant or caused to be made by Tenant under this Lease.  Further, Tenant acknowledges that Tenant, with respect to improvements or alterations made or caused to be made by Tenant under this Lease, shall promptly notify the contractor making such improvements to the Premises of this provision exculpating Landlord's liability for such liens.  In the event that a claim of lien is filed against the Building or the Premises in connection with any work performed by or on behalf of Tenant, Tenant shall satisfy such claim within thirty (30) days from the date of filing.  In the event that Tenant fails to satisfy such claim within such  thirty (30) day period, Landlord may thereafter charge Tenant, as Additional Rent, all costs incurred by Landlord in connection with the satisfaction of such claim, including attorneys' fees.  Further, Tenant agrees to indemnify, defend and save Landlord harmless from and against any damages or loss incurred by Landlord as a result of any such claim of lien.  If so requested by Landlord, Tenant shall execute a short form or memorandum of this Lease which may, in Landlord's discretion, be recorded in the Public Records for the purpose of protecting Landlord's estate from claims of lien, as provided in the Florida Statutes.  Nothing contained in this Lease shall be construed as a consent on the part of the Landlord to subject the estate of Landlord to liability under the Construction Lien Law of the State of Florida; it being expressly understood that the Landlord's estate shall not be subject to such liability.

Notwithstanding any contrary provision of this Lease, upon expiration of the term of this Lease or its earlier termination, Tenant shall promptly at its sole cost and expense remove its furniture, fixtures and

Section 8.01       Tenant’s Responsibility.

           In the performance of its responsibilities under Section 3.05, Tenant agrees to repair and maintain the Premises, and each part thereof, structural and non-structural, in good order and condition, commensurate with the condition of the Premises upon commencement of the Lease, casualty loss, and condemnation excepted, which maintenance and replacement, if necessary, shall be accomplished in such manner and with such materials as shall maintain the same quality of construction of the improvements as existed upon delivery to the Tenant and which shall include, maintenance, repair, and replacement of all portions of the Premises, including without limitation:  (i) repair or replacement of broken plate or window glass; (ii) repair of damage caused by Tenant, its employees, agents, contractors, customers, licensees, or invitees; (iii) interior repainting and redecoration; (iv) repair and maintenance of all doors, including overhead doors; (v) all janitorial work within the improvements located upon the Premises; (vi) gardening, landscaping and landscape material; (vii)  resurfacing of paving upon the Premises and line painting; (viii) lighting fixtures and electrical system; (ix) sign maintenance; (x) plumbing fixtures and plumbing system; (xi) heating ventilation and air conditioning equipment and system (“HVAC System”); (xii) irrigation system (including any pump and well on the Premises dedicated solely to irrigation of the Premises); (xiii) exterior painting; (xiv) security system; and (xv) non structural aspects of the roof and roof system, including without limitation;  maintenance and cleaning of roof drains, repair of leaks and routine maintenance, and repair or  replacement of the roof excluding the  structural components thereof.  Landlord shall not be liable for any damages caused by or growing out of any breakage or leakage of the electrical wiring, air conditioning or heating pipes and equipment, water closets, plumbing, appliances, other equipment, or facilities serving the Premises.  Landlord shall have no duty whatsoever to maintain, replace, upgrade or repair any portion of the Premises except in the event damages necessitates such repair is solely and directly caused by the negligence or willful misconduct of Landlord and except as otherwise specified in Section 8.05.  In no event shall Landlord be liable for damages or injuries arising from Tenant’s failure to make repairs, nor shall Landlord be liable for damages or injuries arising from defective workmanship or materials in Tenant’s making any such repairs.  As a minimum, the Tenant at its sole expense shall maintain a service contract for the HVAC System that shall include as a minimum quarterly inspections of the System, replacement of filters, cleaning of coils, checking and refilling of coolant, and related services. Such repair or maintenance obligations of Tenant shall be considered Tenant’s responsibility for Premises’ Operating Cost or replacement.  Tenant shall provide Landlord with copies of any and all service contracts maintained with regard to the Premises and improvements upon the Premises.

In the event that any portion of the Premises or a component thereof requires emergency repair to prevent further damage to the Premises or Tenant’s personal property therein, it shall be the Tenant’s obligation to promptly make all necessary repairs to achieve the condition of the Building and Premises prior to the emergency condition.  If the Tenant fails