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LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT | Document Parties: COCA COLA BOTTLING CO CONSOLIDATED /DE/ |  BEACON INVESTMENT CORPORATION | CCBCC OPERATIONS, LLC, You are currently viewing:
This Lease Agreement involves

COCA COLA BOTTLING CO CONSOLIDATED /DE/ | BEACON INVESTMENT CORPORATION | CCBCC OPERATIONS, LLC,

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Title: LEASE AGREEMENT
Governing Law: North Carolina     Date: 12/21/2006
Industry: Beverages (Non-Alcoholic)     Sector: Consumer/Non-Cyclical

LEASE AGREEMENT, Parties: coca cola bottling co consolidated /de/ ,  beacon investment corporation , ccbcc operations  llc
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Exhibit 10.1

EXECUTION COPY

 

 

 

STATE OF NORTH CAROLINA

 

 

 

 

 

COUNTY OF MECKLENBURG

 

LEASE AGREEMENT

     THIS LEASE AGREEMENT (this “Lease”) is made and entered into the 18th day of December, 2006, by and between BEACON INVESTMENT CORPORATION, a North Carolina corporation ( “Landlord”) , and CCBCC OPERATIONS, LLC, a Delaware limited liability company ( “Tenant”) ;

WITNESSETH :

     THAT for and in consideration of the mutual agreements of the parties, including the rental agreed to be paid by Tenant to Landlord, Landlord hereby leases to Tenant, and Tenant leases and rents from Landlord the following described premises on the terms and conditions hereinafter set forth, to wit:

ARTICLE I

BASIC LEASE TERMS

     Section 1. Commencement, Termination and Base Rent .

 

 

 

Buildings:

 

4100 Coca-Cola Plaza
4115 Coca-Cola Plaza

 

 

 

Location of Premises:

 

See Exhibit B attached hereto.

 

 

 

Rentable Area of Buildings:

 

4100 Coca-Cola Plaza: 110,535 square feet
4115 Coca-Cola Plaza: 65,000 square feet

 

 

 

Rentable Area of Premises:

 

See Exhibit B attached hereto.

 

 

 

Lease Term:

 

 

          Commencement Date:

 

January 1, 2007

          Termination Date:

 

December 31, 2021

 

 

 

Base Rent*:

 

 

          Annual Base Rent:

 

$4,036,200.00

          Quarterly Base Rent:

 

$1,009,050.00

     *Annual Base Rent and Quarterly Base Rent are collectively referred to herein as “Base Rent”

 


 

Operating Cost Expense Stop:
          Six and 19/100 Dollars ($6.19) multiplied by the total Rentable Area of Buildings

     Section 2. Address of Landlord and Tenant; Notices .

 

 

 

Address of Landlord:

 

Beacon Investment Corporation
Attn: J. Frank Harrison, III
4100 Coca-Cola Plaza
Charlotte, NC 28211

 

 

 

Address of Tenant:

 

CCBCC Operations, LLC
Attn: Chief Financial Officer
4100 Coca-Cola Plaza
Charlotte, NC 28211

     All sums of money to be paid to Tenant by Landlord and all written notices by Landlord to Tenant shall be delivered to the address for Tenant set forth above.

     All sums of money to be paid to Landlord by Tenant and all written notices by Tenant to Landlord shall be delivered to the addresses of Landlord set forth above.

     All notices required or permitted under this Lease shall be in writing, signed by the party giving such notice and transmitted by certified mail, postage prepaid, and shall be deemed given when deposited in an official depository of the United States Mail. Either party may change the address to which money is due or notices shall be sent by giving the other party written notice of such change of address.

     Tenant hereby appoints as its agent for service of process in all dispossessory, distraint and summary ejectment proceedings which may be brought against it by Landlord, any person occupying the Premises, provided that if no person is occupying the Premises, then Tenant agrees that such service may be made by attachment thereof to the main entrance to the Premises; provided, Landlord additionally delivers a copy of such service of process to the Tenant at the address set forth above.

ARTICLE II

LEASED PREMISES

     Section 1. Description of Premises . The Premises this day leased and demised (the “Premises” ) are to be located within the Buildings identified in Article I (the “Buildings” ; each a “Building” ) which are located on the real property described in Exhibit A attached hereto and incorporated herein by reference (said land and the Buildings and the improvements thereon,

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collectively, the “Property” ). The Premises are shown as outlined on the floor plans of the Buildings attached hereto as Exhibit B and incorporated herein by reference. In addition, Landlord shall make available to Tenant an area of space located on the first floor entrance area of each Building suitable for placement of a receptionist for Tenant, and Tenant shall be entitled to place a sign identifying Tenant’s corporate name and products in each such receptionist’s area.

     Section 2. Tenant’s Acceptance of Property . Tenant shall accept the Premises in “as is” condition and Landlord shall have no obligation to upfit the same. Except as expressly set forth herein, neither Landlord nor its agents have made any representations with respect to the Premises, the Buildings or the Property and no rights, easements or licenses are acquired by Tenant by implication or otherwise. The taking of possession of the Premises by Tenant shall be conclusive that the Premises and the Buildings were in satisfactory condition at the time possession was taken. In the event that someone other than Landlord constructs any improvements to the Premises, then those improvements must be constructed using, at least, finishes which are standard to the Buildings and according to plans and specifications approved by Landlord in advance, and Tenant will furnish Landlord with a complete set of as-built plans and specifications within sixty (60) days of the completion of these improvements. In all cases, Tenant’s mechanical and electrical work, and any penetration of floors, must be performed by Landlord’s contractors and subcontractors at Tenant’s expense.

     Section 3. Common Areas . Tenant and its employees, agents, invitees and licensees are granted the right, in common with others and subject to the exclusive control and management thereof at all times by Landlord, to the non-exclusive use of such of the areas on the Property as are from time to time designated as common areas by Landlord (the “ Common Areas ”). The Common Areas shall include the facilities in the Buildings which are designated for the general use, in common, of the occupants of the Buildings and, to the extent the same are provided, the parking areas, sidewalks, roadways, loading platforms, restrooms, ramps, maintenance and mechanical areas, lobbies, corridors, elevators, stairwells and landscaped areas.

     Section 4. Quiet Enjoyment . Landlord agrees that Tenant, on paying the stipulated rental and keeping and performing the agreements and covenants herein contained, shall hold and enjoy the Premises for the term aforesaid, subject, however, to the terms of this Lease.

ARTICLE III

LEASE TERM

     Section 1. Term . The term of this Lease (the “Term” ) shall commence and end on the Commencement Date and Termination Date, respectively, set forth in Article I herein, subject to any termination right granted herein.

     At any time prior to said Commencement Date, Tenant shall have the right, at its own risk, to enter upon the Premises for any reasonable purpose expressly permitted by Landlord; provided, however, that such entry shall not interfere with any work being done by or on behalf

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of Landlord therein, and Tenant shall indemnify Landlord against any loss or liability arising from such entry.

     Section 2. Holding Over . If Tenant continues to occupy the Premises after the last day of the Term or after the last day of any renewal or extension of the Term, and if Landlord elects to accept any payment for same, a monthly tenancy terminable at will by either party shall be created which shall be on all the same conditions as this Lease, except that Tenant shall pay Base Rent during such tenancy on a monthly basis, payable on the first day of each month for each month or partial month during which Tenant retains possession of the Premises after the Termination Date. Such monthly Base Rent during such holdover period shall be in an amount equal to one hundred fifty percent (150%) of the monthly equivalent of Base Rent payable immediately prior to the expiration of the Term. Tenant shall indemnify Landlord against all liabilities and damages sustained by Landlord by reason of such retention of possession. The provisions of this Section 2 of Article III shall not constitute a waiver by Landlord of any reentry rights available under this Lease or by law.

ARTICLE IV

RENTAL

     Section 1. Base Rental . Tenant covenants and agrees to pay to Landlord as rental for the Premises the Quarterly Base Rent set forth in Article I, adjusted as hereinafter provided in Section 2 of this Article IV, on or before the first day of each quarter during the Term, in advance, without demand at the address set forth in Article I, Section 2 herein; provided, however, that if the Term does not begin on the first day or end on the last day of a month, the Quarterly Base Rent due for that partial quarter shall be prorated by multiplying the Quarterly Base Rent by a fraction, the numerator of which is the number of days of the partial quarter included in the Term and the denominator of which is the total number of days in the full calendar quarter that is being prorated.

     Section 2. Adjustment of Annual and Quarterly Base Rent . On each anniversary of the Commencement Date, the Annual Base Rent shall be adjusted (and the Quarterly Base Rent shall be adjusted correspondingly) to an increased amount by multiplying the Annual Base Rent set forth in Article I, Section 1 herein, by a fraction, the numerator of which shall be the CPI (as hereinafter defined) for the calendar month during which such anniversary of the Commencement Date occurs, and the denominator of which shall be the CPI for the calendar month during which the Commencement Date occurs; provided, however, in no event shall such increase in Annual Base Rent exceed an amount equal to one hundred five percent (105%) of the Annual Base Rent due and payable during the immediately preceding year of the Term. Notwithstanding any term or provision in this Lease to the contrary, in no event shall the Annual or Quarterly Base Rent be less than the initial Annual or Quarterly Base Rent stated in Article I, Section 1 herein. Landlord shall notify Tenant in writing of any adjusted Annual and Quarterly Base Rent and such notice shall include a detailed computation of the new Annual and Quarterly Base Rent. Additionally, all references in this Lease to “Annual Base Rent” or “Quarterly Base Rent” shall be deemed and construed to include the annual adjustment provided herein.

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     For the purpose of this Section 2 of Article IV, “CPI” shall mean Consumer Price Index published monthly for All Urban Consumers, U.S. City Average, Base Year 1982-84 = 100 issued by the Bureau of Labor Statistics of the United States Department of Labor, or in the event such index is no longer published, then such other index as shall be generally acceptable as being comparable thereto.

     Section 3. Adjustment for Increases in Landlord’s Operating Cost . Landlord and Tenant agree that the Operating Cost Expense Stop set forth in Article I, Section 1 herein represents Landlord’s projection of its expenses to operate the Premises during the first year of the Term. The Operating Cost Expense Stop shall be increased each anniversary of the Commencement Date by multiplying the total Operating Expenses incurred by Landlord for the immediately prior year of the Term by a fraction, the numerator of which shall be the CPI for the calendar month during which such anniversary of the Commencement Date occurs, and the denominator of which shall be the CPI for the calendar month during which the Commencement Date occurs. Landlord and Tenant further agree that the Annual Base Rent payable hereunder has been calculated in part upon agreed-to service levels and Landlord’s current and projected costs to operate the Buildings and the Premises. In the event Landlord’s Operating Cost (as defined hereinafter) exceeds the Operating Cost Expense Stop for any year during the Term, Landlord will provide written notice to Tenant together with documentation of such increases, and Tenant shall reimburse Landlord for any such excess within thirty (30) days as Additional Rent.

     The term “ Operating Cost ” shall mean and include all costs, expenses, and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the management, operation, maintenance, replacement and repair of all Building systems, components and appurtenances according to first class management principles for a building located in Charlotte, North Carolina and according to what is best for the Buildings in Landlord’s judgment. Such costs will include, but will not be limited to, maintenance, operation, and repair of personal property, fixtures, machinery, equipment systems and apparatus used in connection with the Buildings; cleaning; insurance; any assessments that may be payable to any Owners’ or Merchants’ Association on the same basis as other buildings in the area in which the Buildings are located; ad valorem personal and real property taxes associated with the ownership and operation of the Building; management fees; utilities; seasonal decorations, redecoration of public areas; contract services; amortization of non-permanent equipment (example: trash containers) which otherwise might be leased; those items listed on Exhibit C which are not identified in this Section 3 of Article IV; and the amount of the Rental Credit granted to Tenant pursuant to Section 7 of this Article IV.

     Operating Cost shall not include costs for tenant improvements, interest and principal payments on loans for the Building, salaries and other compensation for executive officers of Landlord or any Building manager; expenditures for which Landlord has been reimbursed (other than pursuant to Additional Rent provisions in tenant leases); expenses incurred in enforcing obligations of other tenants; capital expenditures or capital leases (except as otherwise provided herein and except for costs associated with capital expenditures or capital leases by Landlord which are the purpose of reducing Operating Cost); and any costs and expenses pertaining to

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such maintenance obligations Tenant has assumed pursuant to Section 7 of this Article IV and that are included in the Rental Credit (as defined herein).

     Section 4. Payment of Annual Base Rent. Tenant shall pay Annual Base Rent (as adjusted) in quarterly installments, in advance, without demand on the first day of each and every calendar quarter during the Term. Due to the delay in the publication of the CPI after its calculation, the amount of the quarterly installments of Annual Base Rent payable prior to the publication of the CPI during each twelve (12) month period of the Term beginning on the first twelve (12) month anniversary of the Commencement Date shall be based upon the annualized change determined from the CPI most recently published prior to the beginning of the applicable twelve (12) month period. After the CPI for each twelve (12) month period of the Term is published, Landlord shall calculate any adjustment to Annual Base Rent needed as a result of such publication, and any amount due Landlord shall be paid by Tenant with the next quarterly installment of Annual Base Rent. Any amount due Tenant as a result of such an adjustment shall be paid by Landlord within thirty (30) days of the adjustment.

     Section 5. Payment of Additional Rent . All charges other than Base Rent due from Tenant to Landlord hereunder, including, without limitation, the payment of Tenant’s Estimated Proportionate Share as described in Section 3 of this Article IV (collectively, “Additional Rent”) shall be paid to Landlord in quarterly installments, in advance, without demand on the first day of each and every calendar quarter during the Term.

     Section 6. Adjustments to Rent for Lease of Additional Areas of the Building. Should Tenant desire to lease any areas of the Buildings which are not part of the Premises and should such additional areas be available for lease or when such areas become so available, Landlord, upon written notice from Tenant, agrees to lease such areas to Tenant on the same terms and conditions provided in this Lease, and such additional areas shall become part of the Premises leased and demised hereunder. The Base Rent then in effect shall be increased by an amount equal to the product of the then existing Base Rent per square foot of the Premises multiplied by the square footage of the additional areas of the Building which Tenant is to lease.

     Section 7. Tenant Services; Adjustments to Rent. Landlord acknowledges that Tenant desires to assume direct responsibility for the following maintenance obligations: security services, maintenance employees, janitorial services and electrical services. In this regard, provided Landlord has approved in writing all contracts for the providing of such services, Tenant shall be entitled to receive an annual credit against Annual Base Rent for the portion of the costs incurred by Tenant to provide such services in an amount equal to Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00) (the “ Rental Credit ”). Provided, however, on each anniversary of the Commencement Date, the Rental Credit shall be adjusted to an increased amount resulting from multiplying the Rental Credit by a fraction, the numerator of which shall be the CPI for the calendar month during which such anniversary of the Commencement Date occurs, and the denominator of which shall be the CPI for the calendar month during which the Commencement Date occurs; provided, however, in no event shall such increase in the Rental Credit exceed an amount equal to one hundred five percent (105%) of the Rental Credit applicable during the immediately preceding year of the Term. If, at any time during the Term,

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Tenant desires to assume direct responsibility for providing any additional services for or to the Property, Tenant shall notify Landlord in writing and, provided Landlord agrees to allow Tenant to assume direct responsibility for providing such additional services, and further provided Landlord approves in writing all contracts for the providing of such services, as reimbursement to Tenant for providing such services, the Rental Credit shall be increased at such time by an amount determined by Landlord. Notwithstanding the foregoing, Landlord may, at any time during the Term, revoke Tenant’s right to provide certain services for or to the Property pursuant to this Section 7 of Article IV by providing Tenant with at least thirty (30) days advance written notice thereof, whereupon the Rental Credit shall be decreased by an amount determined by Landlord in Landlord’s reasonable discretion.

     Section 8. Late Payment . If any payment due hereunder from Tenant to Landlord remains unpaid more than ten (10) days after such payment is due, the amount of such unpaid payment shall be increased by a late charge to be paid to Landlord by Tenant in an amount equal to five percent (5%) of the amount of the delinquent payment. The amount of the late charge to be paid shall be computed on the aggregate amount of the delinquent payment then outstanding for such quarter. Landlord and Tenant agree that such late charge shall not be deemed to be a penalty, it being understood between the parties that late payments by Tenant shall result in additional administrative expense to Landlord which is difficult and impractical to ascertain and that such late charge is a reasonable estimate of the loss and expense to be suffered by Landlord as a result of such late payment by Tenant.

     If any sum due Landlord by Tenant hereunder shall not be paid within thirty (30) days of its due date, then, in such case, in addition to the late charge provided for herein above, such sum shall bear interest beginning on the thirty-first (31st) day after its due date at the rate of eighteen percent (18%) per annum (or, if less, the highest rate allowed by law).

     If any sums due Landlord by Tenant hereunder are collected by or through an attorney at law, Tenant agrees to pay Landlord’s actual and reasonable attorneys’ fees incurred with respect thereto, not to exceed fifteen percent (15%) of the total sums due or, if the laws of the State of North Carolina in effect at the time of such collection limit the amount so payable as attorneys’ fees, then the maximum percentage not in excess of fifteen percent (15%) allowed by such laws, of the amount so collected.

     Nothing herein shall relieve Tenant of the obligation to pay any amount due hereunder on or before the date on which any such payment is due, nor in any way limit Landlord’s remedies under this Lease or at law in the event said payment is unpaid after same is due. Amounts due hereunder shall be deemed to be additional rent and the failure to pay the same within ten (10) days after same are due shall constitute a default of this Lease.

     Section 9. Application of Payments Received from Tenant . Landlord, acting in its sole discretion, shall have the right to apply any payments made by Tenant to the satisfaction of any debt or obligation of Tenant to Landlord regardless of the instructions of Tenant as to the application of any sum whether such instructions be endorsed upon Tenant’s check or otherwise, unless otherwise agreed upon by both parties in writing. The acceptance by Landlord of a check

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or checks drawn by anyone other than Tenant shall in no way effect Tenant’s liability hereunder nor shall it be deemed an approval of any assignment of this Lease by Tenant.

ARTICLE V

UTILITIES, SERVICES AND MAINTENANCE

     Section 1. Landlord’s Services and Maintenance . Unless otherwise provided by Tenant pursuant to Article IV, Section 7 herein, Landlord shall provide the following services: (1) maintain a heating and air conditioning unit or units in good condition and repair in the Premises; (2) city water from the Buildings’ fixtures for drinking, lavatory and toilet purposes; (3) customary cleaning, mowing, grounds keeping, snow removal and trash removal in the Common Areas of the Buildings; (4) window washing in the Premises, inside and outside, at reasonable intervals; (5) adequate passenger elevator service in common with other tenants of the Buildings; (6) heating, air conditioning, customary cleaning and janitorial services for the Common Areas in the Buildings; (7) replacement of lamps (both fluorescent and incandescent) only in the Buildings with standard lighting fixtures as specified by Landlord for the Premises and Common Areas of the Buildings (any lamps for non-Building standard lighting fixtures shall be Tenant’s responsibility); and (8) keep the Buildings open to guests, invitees, employees and customers of Tenant Monday through Friday from 8:00 a.m. until 6:00 p.m., excluding federal holidays.

     Landlord shall not be obligated to furnish any services or utilities, other than those stated above. If Landlord elects to furnish services or utilities requested by Tenant in addition to those listed above in this Section 1 of Article V, or at times other than those stated above, then Tenant shall pay to Landlord the prevailing charges for such services and utilities within thirty (30) days after billing. If Tenant fails to make any such payment, then Landlord may, without notice to Tenant and in addition to Landlord’s other remedies provided under this Lease, discontinue any or all of such additional or after-hours services. No such discontinuance of any service shall result in any liability of Landlord to Tenant or be considered an eviction or a disturbance of Tenant’s use of the Premises.

     Landlord shall have no liability or responsibility to Tenant for loss or damage should the furnishing of any of the utilities and services herein provided be prohibited or stopped for repairs, alterations or improvements or by reason of causes beyond Landlord’s control, including, without limitation, accidents, strikes, storms, Acts of God, labor trouble or disturbances, lockouts or orders or regulations of the federal, state or municipal government.

     The cost of Landlord’s performing any maintenance, repair or replacement caused by the negligence of Tenant, its employees, agents, servants, licensees, subtenants, contractors or invitees, or the failure of Tenant to perform its obligations under this Lease shall be paid by Tenant, except to the extent of insurance proceeds, if any, actually collected by Landlord with regard to the damage necessitating such repairs.

     Section 2. Tenant’s Services and Maintenance . Tenant shall make arrangements directly with the public utility electric company serving the Buildings for all electric power or current

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serving the Premises and the Common Areas in the Buildings, including the provision of electric power for heat and air conditioning, and directly with the telephone company or companies for all telephone service required by Tenant. Tenant shall pay for all electric and telephone service used or consumed in the Premises and in the Common Areas in the Buildings, including the cost of installation of any separate meters.

     Landlord shall not be responsible for the maintenance, repair or replacement of any systems which are located within the Premises and are supplemental or special to the standard systems of either Building, whether installed pursuant to a work letter or otherwise, for any lamps (whether fluorescent or incandescent), for any special or non-Building standard lighting fixtures or for any floor or wall coverings in the Premises. Tenant shall be responsible for all services; maintenance and repairs not specifically delegated to Landlord hereunder which are required to keep the interior of the Premises in good condition and repair.

     If heat generating machines or equipment are used in the Premises by Tenant which affect the temperature otherwise maintained by the heating and air conditioning systems of either Building, then Landlord shall have the right to install supplemental air conditioning units in the Premises and the cost of such units, and the cost of installation, operation and maintenance thereof, shall be paid by Tenant to Landlord within thirty (30) days of demand by Landlord.

     Section 3. Extra Services . Whenever Landlord has knowledge that any tenant (including Tenant) is using extra services because of either non-business hour’s use or high consumption, Landlord may directly charge that tenant for the extra use and exclude those charges from Operating Expenses.

     Tenant’s failure to pay the charges in this Article V, Section 3 within thirty (30) days of receiving a proper and correct invoice shall entitle Landlord to the same remedies it has upon Tenant’s failure to pay Base Rent or any other charges due under this Lease.

ARTICLE VI

ALTERATIONS, REPAIRS AND MAINTENANCE

     Section 1. Alterations . Tenant agrees that it will make no alterations, additions or improvements to the Premises without the prior written consent of Landlord (not to be unreasonably withheld) and that all alterations, additions or improvements made by or for Tenant, including, without limitation, any and all subdividing partitions, walls or railings of whatever type, material or height, excepting movable office furniture installed at the expense of Tenant, shall, when made, become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term, unless Landlord shall notify Tenant to remove same, in which latter event Tenant shall remove such property and restore the Premises to the same condition as it existed prior to the Commencement Date, normal wear and tear excepted. Tenant shall not core drill or in any other manner attempt to penetrate or penetrate the floors of the Buildings without obtaining permission of Landlord.

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     In the event that Tenant constructs any improvements to the Premises, then those improvements must be constructed (a) using, at least, finishes which are standard to the Buildings and according to plans and specifications and using only contractors and subcontractors approved by Landlord in advance, and (b) in compliance with all applicable laws, ordinances, rules, building codes, and regulations of Federal, State, municipal and county authorities, including, without limitation, the procurement of a building permit and (c) in a diligent, good and workmanlike manner. Tenant shall obtain a Builders’ Risk Insurance Policy in such amount as is reasonably requested by Landlord, naming Landlord as an additional insured and providing that such policy will not be canceled without first giving Landlord at least fifteen (15) days prior written notice thereof. Any mechanical or electrical work and any penetration of floors must be performed by Landlord’s contractors and subcontractors at Tenant’s expense. Upon completion of any such construction by Tenant, Tenant must furnish Landlord with a complete set of as-built plans and specifications for the same. Tenant will not permit, and will indemnify Landlord and hold it harmless from, any mechanic’s or materialmen’s liens against the Premises in connection with any such improvements.

     Section 2. Right of Entry . Tenant agrees that Landlord shall have the right to enter into and to grant licenses to enter into the Premises at any time (a) to examine the Premises, (b) to make alterations and repairs to the Premises or to the Buildings (including the right, during the progress of such alterations or repairs, to keep and store within the Premises all necessary materials, tools and equipment) or (c) to exhibit the Premises to prospective purchasers or tenants. No such entry into the Premises shall render Landlord liable to any claim or cause of action for loss of or damage to property of Tenant by reason thereof, nor in any manner affect the obligations and covenants of this Lease; provided, however, Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant’s business during Landlord’s exercise of its rights as provided in this Section 2 of Article VI.

     Section 3. Tenant’s Care of Premises . Tenant shall:

     (i) keep the Premises and fixtures in good order, including, without limitation, maintenance and repair, including replacement if necessary, of all doors (exterior and interior), all interior plate glass and window glass, and all wall and floor coverings, effecting all such maintenance and repairs at its own expense and employing materials and labor of a kind and quality equal to the original installations;

     (ii) make repairs and replacements to the Premises or Buildings needed because of Tenant’s misuse or primary negligence, or as provided in any other provision of this Lease, including, without limitation, Section 5 of this Article VI;

     (iii) repair and replace special equipment or decorative treatments above Building standard installed by or at Tenant’s request and that serve the Premises only, or any trade fixtures of Tenant, except to the extent the repairs or replacements are needed because of Landlord’s misuse or primary negligence and are not covered by Tenant’s insurance or the insurance Tenant is required to carry under Article VIII, Section 2 herein, whichever is greater.

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     (iv) if Tenant fails to replace or repair equipment or other installations in or about the Premises as above provided, then immediately after advising Tenant in writing as to the necessity therefore, Landlord may undertake and complete the required work and add the cost thereof to the next Quarterly Base Rent payment due hereunder, provided Tenant shall not be liable to Landlord for any failure to fulfill the obligations of this Section 3 of Article VI until such time as Tenant shall be notified, as aforesaid, in writing of the requirements therefor.

     Section 4. Landlord’s Repairs . Landlord shall make the repairs and replacements to the Buildings, other than the repair obligations of Tenant outlined in Section 3 of this Article VI and in Article IV, Section 7 herein, including to the roof, foundation, exterior walls, interior structural walls, all structural components and all systems, such as mechanical, electrical, HVAC and plumbing.

     Section 5. Time for Repairs . Repairs or replacements required hereunder shall be made within a reasonable time (depending on the nature of the repair or replacement needed) after receiving notice or having actual knowledge of the need for a repair or replacement.

     Section 6. Surrendering the Premises . Upon the Termination Date or the date the last extension term, if any, ends, whichever is later, Tenant shall surrender the Premises to Landlord in the same broom clean condition that the Premises were in on the Commencement Date except for:

     (i) ordinary wear and tear;

     (ii) damage by the elements, fire and other casualty unless Tenant would be required to repair under Section 3 of this Article VI;

     (iii) condemnation;

     (iv) damage arising from any cause not required to be repaired or replaced by Tenant; and

     (v) alterations as permitted by this Lease unless consent was conditioned on their removal.

     On surrender, Tenant shall remove from the Premises its personal property, trade fixtures and any alterations required to be removed under Section 1 of this Article VI and repair any damage to the Premises caused by such removal. Any items not removed by Tenant as required above shall be considered abandoned. Landlord may dispose of abandoned items as Landlord chooses and bill Tenant for the cost of their disposal, minus any revenues received by Landlord for such disposal.

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ARTICLE VII

USE AND COVENANTS

     Section 1. Use and Occupancy . Tenant agrees that (i) the Premises will be used only for general office purposes, (ii) that no unlawful use of the Premises will be made, (iii) that no sign, name, legend, notice or advertisement of any kind will be fixed, printed, painted or displayed on any part of the Buildings without the prior written approval of Landlord, except that the name and suite number of Tenant may be displayed in a manner prescribed by Landlord and except as otherwise may be provided in Article II, Section 1 herein.

     Section 2. Parking . Tenant agrees for itself, its employees, agents and invitees to comply with the parking rules contained in the Parking Rules and Regulations attached hereto as Exhibit D , together with all reasonable modifications and additions thereto which Landlord may from time to time make. Tenant shall use parking spaces only in a manner which is compatible with the day-to-day general use of the Buildings by its employees, visitors, customers, invitees, guests and other tenants in the Buildings. Tenant agrees that Landlord shall have the right to tow vehicles of Tenant and its employees, agents, guests and visitors that are parked in such a way as to be in violation of the Parking Rules and Regulations.

     Landlord reserves the right from time to time without notice to Tenant to (a) change the location or configuration of the parking areas of the Buildings (the “ Parking Areas ”), or any portion thereof; (b) change the number of parking spaces located within the Parking Areas, or any portion thereof; (c) install systems to control and monitor parking in the Parking Areas, or any portions thereof, including, without limitation, a parking gate and identification card system; (d) utilize parking guards or attendants to supervise and control


 
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