REAL ESTATE LEASE AGREEMENT

Exhibit 10.13

LEASE AGREEMENT

By and Between

Chambersburg Business Park, LP,
a Delaware limited partnership,
as Landlord

and

TST/Impreso, Inc.,
a Delaware corporation,
as Tenant

TABLE OF CONTENTS

FOR

LEASE

LEASE AGREEMENT

     THIS LEASE AGREEMENT ( “Lease” ), dated as of August 15, 2003 (“Effective Date”), is made by and between Chambersburg Business Park, LP, a Delaware limited partnership ( “Landlord” ), and TST/Impreso Inc., a Delaware corporation ( “Tenant” ).

WITNESSETH

1. PROPERTY.

    1.1 Property . Landlord owns that certain real property improved with one or more buildings (the “Building” ) located at 1002 Wayne Avenue, Borough of Chambersburg, Franklin County, Pennsylvania (collectively, the “Property” ). Landlord, for and in consideration of the rents, covenants, agreements, and stipulations contained herein, to be paid, kept and performed by Tenant, leases and rents the Property to Tenant, and Tenant hereby leases and takes from Landlord the Property upon the terms and conditions contained herein.

    1.2 Premises means 414,000 rentable square feet of the Building, as verified by Landlord and Tenant’s respective agents, and as outlined on the site plan attached as Exhibit “A” , to which Landlord and Tenant conclusively agree for all purposes of this Lease.

2. TERM .

    2.1 Term . The term of the Lease shall be for thirteen (13) years beginning on the Commencement Date (the “Term” ), unless extended or sooner terminated pursuant to the terms of this Lease. The term “Lease Year” as used herein shall mean any 365-consecutive-day period beginning on the Commencement Date or any anniversary thereafter.

    2.2 Commencement Date . The term “Commencement Date” as used herein shall mean the date Landlord completes the Asbestos Abatement of the Property, as defined and described in Exhibit “B”. Tenant shall be entitled to occupy the Premises after full execution of this Lease but before the Commencement Date, in which event all obligations of this Lease, other than the obligation to pay Base Rent, shall apply. Landlord shall give Tenant written notice when Landlord completes the Asbestos Abatement to confirm the Commencement Date. Tenant shall be entitled to obtain a certificate from an asbestos remediation company reasonably acceptable to Landlord (“Asbestos Certificate”) confirming that all asbestos has been removed from the Premises in accordance with Exhibit “B ”. If Tenant elects to obtain an Asbestos Certificate, Landlord shall give Tenant notice of the anticipated completion date of the Asbestos Abatement to allow Tenant to promptly schedule its remediation contractor to inspect the Premises. Although the Commencement Date shall occur when the Asbestos Abatement is completed by Landlord, Base Rent shall be suspended until Tenant obtains the Asbestos Certificate but shall be due and payable retroactively to the date the Asbestos Abatement was actually completed by Landlord.

3. RENT

    3.1 Payment of Rent. Rent shall be due and payable in lawful money of the United States in advance on the twenty-fifth (25 ^th ) day of each month preceding the month that Rent is due and payable, commencing on the twenty-fifth (25 ^th ) day of the month immediately following the Commencement Date, and continuing each month thereafter of the Term, and any extension term. Tenant shall pay to Landlord as base rent ( “Base Rent” ) for the Property, without notice or demand and without abatement, deduction, offset or set off, the amounts set forth below. Upon the Effective Date, Tenant shall pay the first month’s Base Rent and any other charges. Rent shall be pro rated daily for periods less than one month.

    3.2 Place of Payment . All payments under this Lease to be made by Tenant to Landlord shall be made payable to, and mailed or personally delivered to Landlord at the following address or such other address(es) which Landlord may notify Tenant from time to time: One West Avenue, Larchmont, New York 10538.

    3.3 Late Payment . Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent (defined below) pursuant to this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of Rent or other payment under this Lease is not received by Landlord, on or before the fifth (5th) day of the month in which such Rent or other payment is due, Tenant shall pay a late charge equal to the amount Landlord is charged for late payments under its mortgage documents pertaining to this Property (currently, five percent (5%) of such overdue amounts). Tenant shall also be responsible for a service fee equal to Fifty Dollars ($50.00) for any check returned for insufficient funds together with such other costs and expenses as may be imposed by Landlord’s bank. The payment to and acceptance by Landlord of such late charge shall in no event constitute a waiver by Landlord of Tenant’s default with respect to such overdue amounts, nor prevent Landlord from exercising any of the other rights and remedies granted at law or in equity or pursuant to this Lease.

    3.4 Rent. The term “Rent” or “rent” shall mean the total of all sums due to Landlord from Tenant hereunder, including, but not limited to, Base Rent, Project Expenses and all other fees and charges owed to Landlord as well as all damages, costs, expenses, and sums that Landlord may suffer or incur, or that may become due, by reason of any default of Tenant or failure by Tenant to comply with the terms and conditions of this Lease, and, in the event of

nonpayment, Landlord shall have all the rights and remedies as herein provided for failure to pay Rent.

4. OPERATING LEASE .

     In addition to the payment of Base Rent, Tenant shall be directly responsible for the payment of any and all Project Expenses (defined in Paragraph 5.1 ) and all Utilities (defined in Paragraph 8 ) with respect to the Property, and Landlord shall have no obligations of any nature with respect to the Property, except as otherwise specifically provided in this Lease. Notwithstanding any other provision of this Lease to the contrary, Tenant shall be responsible for all repair, maintenance, replacement and construction with respect to the Property and, upon expiration of the Term, Tenant shall surrender the Property to Landlord in substantially the same condition as it exists as of the date hereof, reasonable wear and tear excepted, and in accordance with Paragraph 21 .

5. PROJECT MAINTENANCE AND EXPENSES.

     5.1 Definitions . Tenant shall be responsible for both the performance of and payment of costs associated with all of the following:

         5.1.1 For purposes of this Lease, the term “Property Expenses” shall include the aggregate amount of the total costs and expenses connected with or related to (i) the operation, repair and maintenance of the Property, including, without limitation, electricity, gas, water, sewer and other utilities, trash removal, security, snow plowing, landscaping, mowing and weed removal, sweeping and janitorial services, electrical, plumbing, sprinkler and HVAC repair and maintenance, alarm and sprinkler system testing, maintenance and repair, (ii) the maintenance repair, resurfacing and restriping of all parking areas, loading and unloading areas, trash areas, roadways, driveways, walkways, (iii) maintaining the signage, (iv) painting of the Building and Property, (v) fence and gate repair and maintenance, (vi) the repair and replacement of all lighting facilities, (vii) the repair, replacement and maintenance of all roofs, foundations and the structural soundness of the foundation and walls of the Building, except as specifically set forth herein, and (viii) the repair and maintenance of all equipment, facilities and components related to the Property, including but not limited to fixtures, walls (interior), finish work, ceilings, floors, utility connections and facilities, windows, glass, doors, and plate glass, downspouts, gutters, truck doors, dock levelers, bumpers, seals and enclosures, and termite and pest extermination. Tenant shall, in keeping the Property in good working order, condition and repair, exercise and perform good maintenance practices. Except for the Initial Improvements as set forth on Exhibit “B” , Tenant’s obligations shall include restorations, replacements or renewals when necessary to keep the Property and all improvements thereon or a part thereof in good order, condition and state of repair. Tenant agrees to return the Property to Landlord at the expiration, or prior to termination of this Lease, in as good condition and repair as when first received, normal wear and tear excepted, in accordance with Paragraph 21 .

          5.1.2 For purposes of this Lease, the term “Insurance Expenses” shall include the aggregate amount of the cost of fire, extended coverage, sprinkler, comprehensive public liability, property damage, earthquake and other insurance obtained by Landlord in connection

with the Property, including insurance required pursuant to Paragraph 12 hereof, and the deductible portion of any insured loss otherwise covered by such insurance.

          5.1.3 For purposes of this Lease, the term “Taxes” shall include all taxes, assessments and charges levied upon or with respect to the Property or any personal property of Landlord used in the operation thereof, or Landlord’s interest in the Property or such personal property. Additionally, Taxes shall include, without limitation, all general real property taxes and general and special assessments, occupancy taxes, commercial rental taxes, charges, fees or assessments for transit, housing, police, fire or other governmental services or purported benefits to the Property, service payments in lieu of taxes, and any tax, fee or excise on the act of entering into any lease for space in the Property, or on the use or occupancy of the Property or any part thereof, or on the rent payable under any lease or in connection with the business of renting space in the Property that are now or hereafter levied or assessed against Landlord by the United States of America, the state in which the Property is located, or any political subdivision, public corporation, district or other political or public entity, whether due to increased rate and/or valuation, additional improvements, change of ownership, or any other events or circumstances, and shall also include any other tax, fee or other excise, however described, that may be levied or assessed as a substitute for or as an addition to, as a whole or in part, any other Taxes whether or not now customary or in the contemplation of the parties on the date of this Lease. Taxes shall not include franchise, transfer, inheritance or capital stock taxes or income taxes measured by the net income of Landlord from all sources unless, due to a change in the method of taxation, any of such taxes is levied or assessed against Landlord as a substitute for or as an addition to, as a whole or in part, any other tax that would otherwise constitute a Tax. Taxes shall also include reasonable legal fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Taxes. If any Taxes are specially assessed by reason of the occupancy or activities of one or more tenants and not the occupancy or activities of the Tenants as a whole, such Taxes shall be allocated by Landlord to the tenant or tenants whose occupancy or activities brought about such assessment. All payments with respect to Taxes shall be made by Tenant to the appropriate taxing authority at least ten (10) days prior to any delinquency date. Tenant shall promptly furnish Landlord with satisfactory evidence that all Taxes have been paid in a complete and timely manner. Tenant shall have the right to contest any Taxes at Tenant’s expense. Landlord will cooperate with Tenant in disputing such Taxes which will include, without limitation, allowing Tenant to appear on behalf of Landlord to contest the Taxes.

     5.2 Project Expenses . The Property Expenses, Insurance Expenses and Taxes shall collectively be referred to herein as the “Project Expenses,” all of which shall be paid directly by Tenant. If required by Landlord’s lender, Tenant shall pay Taxes directly to Landlord or Landlord’s lender as part of Rent. Tenant shall be entitled to pay Insurance Expenses directly and change insurance carriers as set forth in Paragraph 12.1. Notwithstanding the foregoing, Tenant’s obligation to pay the premium for Landlord’s commercial liability insurance policy as set forth in Paragraph 12.1 shall be limited for the first five (5) years of the Lease Term to $3,200.00 per year, with annual increases allowed in an amount not to exceed the cost of living increases determined for the area in which the Property is located. There shall be no such limit for the balance of the Lease Term.

6. PERMITTED USE.

Tenant shall use and occupy the Premises throughout the Term of the Lease for warehousing, storage, light manufacturing, distribution and any other lawful uses associated with their business. In particular, no use shall be made or permitted to be made of the Property, nor acts done that could cause a cancellation of any insurance policy covering the Property, or any part thereof. In the operation of its permitted use of the Building, Tenant shall comply with all laws, ordinances, rules, regulations and codes of all municipal, county, state and federal authorities pertaining to the Property. Tenant shall not commit, or suffer to be committed, any waste upon the Property or any public or private nuisance.

7. ENVIRONMENTAL COMPLIANCE\HAZARDOUS MATERIALS.

     7.1 Definitions . “Hazardous Materials” shall mean any (i) material, substance or waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable, explosive, radioactive, mutagenic or corrosive, including, without limitation, petroleum, or any petroleum derivative, solvents, heavy metals, acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause cancer or reproductive problems and those materials, substances and/or wastes, including wastes which are or later become regulated by any local governmental authority, the state in which the Premises are located or the United States Government, including, but not limited to, substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “hazardous wastes” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ‘9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. ‘1801, et seq.; the Resource Conservation and Recovery Act; all environmental laws of the state where the Property is located, and any other environmental law, regulation or ordinance now existing or hereinafter enacted, (ii) any other substance or matter which results in liability to any person or entity from exposure to such substance or matter under any statutory or common law theory, and (iii) any substance or matter which is in excess of relevant and appropriate levels set forth in any applicable federal, state or local law or regulation pertaining to any hazardous or toxic substance, material or waste, or for which any applicable federal, state or local agency orders or otherwise requires removal, remediation or treatment. “Hazardous Materials Laws” shall mean all present and future federal, state and local laws, ordinances and regulations, prudent industry practices, requirements of governmental entities and manufacturer’s instructions relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, presence, disposal or transportation of any Hazardous Materials, including without limitation the laws, regulations and ordinances referred to in the preceding sentence.

     7.2. Use of Premises by Tenant . Except for common cleaning solutions, lubricants and fuels used by Tenant in its ordinary operations, so long as the same are stored in appropriate containers in compliance with all Hazardous Materials Laws, Tenant hereby agrees that Tenant and Tenant’s officers, employees, representatives, agents, consultants, contractors, subcontractors, successors, assigns, subtenants, concessionaires, invitees and any other occupants of the Premises (for purposes of this Paragraph 8 , referred to collectively herein as “Tenant Representatives” ) shall not cause or permit any Hazardous Materials to be used, generated, manufactured, refined, produced, processed, stored or disposed of, on, under or about the

Premises or the Property or transport to or from the Premises or the Property without the express prior written consent of Landlord. Landlord may, in its sole discretion, place such conditions as Landlord deems appropriate with respect to such Hazardous Materials, including without limitation, rules, regulations and safeguards as may be required by any insurance carrier, environmental consultant or lender of Landlord, or environmental consultant retained by any lender of Landlord, and may further require that Tenant demonstrates to Landlord that such Hazardous Materials are necessary or useful to Tenant’s business and will be generated, stored, used and disposed of in a manner that complies with all Hazardous Materials Laws regulating such Hazardous Materials and with good business practices. Tenant understands that Landlord may utilize an environmental consultant to assist in determining conditions of approval and monitoring in connection with the presence, storage, generation or use of Hazardous Materials on or about the Premises by Tenant, and Tenant agrees that any costs reasonably incurred by Landlord in connection with any such environmental consultant’s services shall be reimbursed by Tenant to Landlord as additional rent upon demand. Unless approved in writing by Landlord, Tenant shall not be entitled to utilize any Hazardous Materials in the Premises. In connection therewith, Tenant shall at its own expense procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for the storage or use by Tenant or any of Tenant’s Representatives of Hazardous Materials on the Premises or the Property, including without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises or the Property with all required permits.

     7.3. Remediation . If at any time during the Lease Term any contamination of the Premises or the Property by Hazardous Materials shall occur where such contamination is caused by the act or omission of Tenant or Tenant’s Representatives ( “Tenant’s Contamination” ), then Tenant, at Tenant’s sole cost and expense, shall promptly and diligently remove such Hazardous Materials from the Premises, the Property or the groundwater underlying the Premises or the Property to the extent required to comply with applicable Hazardous Materials Laws to restore the Premises or the Property to the same or better condition which existed before the Tenant’s Contamination. Tenant shall not take any required remedial action in response to any Tenant’s Contamination in or about the Premises or the Property, or enter into any settlement agreement, consent, decree or other compromise in respect to any claims relating to any Tenant’s Contamination without first obtaining the prior written consent of Landlord, which may be subject to conditions imposed by Landlord as determined in Landlord’s sole discretion, provided, however, Landlord’s prior written consent shall not be necessary in the event that the presence of Hazardous Materials on, under or about the Premises or the Property (i) poses an immediate threat to the health, safety or welfare of any individual or (ii) is of such a nature that an immediate remedial response is necessary and it is not possible to obtain Landlord’s consent before taking such action. Tenant and Landlord shall jointly prepare a remediation plan in compliance with all Hazardous Materials Laws and the provisions of this Lease. In addition to all other rights and remedies of the Landlord hereunder, if Tenant does not promptly and diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for any Tenant’s Contamination, and thereafter commence the required remediation of any Hazardous Materials released or discharged in connection with Tenant’s Contamination within thirty (30) days after all necessary approvals and consents have been obtained and thereafter continue to prosecute such remediation to completion in accordance with an approved

remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation, to cause such remediation to be accomplished, and Tenant shall reimburse Landlord within fifteen (15) business days of Landlord’s demand for reimbursement of all amounts reasonably paid by Landlord (together with interest on such amounts at the highest lawful rate until paid), when such demand is accompanied by reasonable proof of payment by Landlord of the amounts demanded. Tenant shall promptly deliver to Landlord, legible copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Premises or the Property as part of Tenant’s remediation of any Tenant’s Contamination.

     7.4. Disposition of Hazardous Materials . Except as discharged into the sanitary sewer in strict accordance and conformity with Paragraph 8.2 herein and all applicable Hazardous Materials Laws, if Tenant causes any and all Hazardous Materials to be removed from the Premises and the Property (including without limitation all Hazardous Materials removed from the Premises as part of the required remediation of Tenant’s Contamination), such removal shall be transported solely by duly licensed haulers to duly licensed facilities for recycling or final disposal of such materials and wastes. Tenant is and shall be deemed to be the “operator” “in charge” of Tenant’s “facility” and the “owner,” as such terms are used in the Hazardous Materials Laws, of all Hazardous Materials and any wastes generated or resulting therefrom. Tenant shall be designated as the “generator,” as such terms are used in the Hazardous Materials Laws, on all manifests relating to such Hazardous Materials or wastes.

     7.5. Notice of Hazardous Materials Matters . Tenant shall immediately notify Landlord in writing of: (i) any enforcement, clean up, removal or other governmental or regulatory action instituted, contemplated or threatened concerning the Premises pursuant to any Hazardous Materials Laws; (ii) any claim made or threatened by any person against the Tenant or the Premises relating to damage contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials on or about the Premises; (iii) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Premises including any complaints, notices, warnings or asserted violations in connection therewith, all upon receipt by Tenant of actual knowledge of any of the foregoing matters; and (iv) any spill, release, discharge or disposal of any Hazardous Materials in, on or under the Premises, the Property, or any portion thereof. Tenant shall also supply to Landlord as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, with copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises or Tenant’s use thereof.

     7.6. Indemnification by Tenant . Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord, and each of Landlord’s employees, representatives, agents, attorneys, successors and assigns, and its directors, officers, partners, representatives, any lender having a lien on or covering the Premises or any part thereof, and any entity or person named or required to be named as an additional insured in Paragraph 14.2 of this Lease free and harmless from and against any and all claims, actions (including, without limitation, the cost of investigation and testing, consultant’s and attorneys’ fees, remedial and enforcement actions of any kind, administrative (informal or otherwise) or judicial proceedings and orders or judgments arising therefrom), causes of action, liabilities,

penalties, forfeitures, damages (including, but not limited to, damages for the loss or restriction or use of rentable space or any amenity of the Premises or the Property, or damages arising from any adverse impact on marketing of space in the Premises or the Property), diminution in the value of the Premises or the Property, fines, injunctive relief, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) or death of or injury to any person or damage to any property whatsoever, arising from or caused in whole or in part, directly or indirectly by (i) any Tenant’s Contamination, (ii) Tenant’s or Tenant’s Representatives’ failure to comply with any Hazardous Materials Laws with respect to the Premises, or (iii) offsite disposal or transportation of Hazardous Materials on, from, under or about the Premises or the Property by Tenant or Tenant’s Representatives. Tenant’s obligations hereunder shall include without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. For purposes of the indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Tenant.

     7.7. Indemnification by Landlord for Pre-Existing Asbestos. Landlord shall indemnify, defend (by counsel reasonably acceptable to Tenant), protect, and hold Tenant, and each of Tenant’s employees, representatives, agents, attorneys, successors and assigns, free and harmless from and against any and all claims, actions, causes of action (including, without limitation, remedial and enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising therefrom), liabilities, penalties, forfeitures, losses or expenses (including, without limitation, reasonable attorneys’ fees and costs) or death of or injury to any person or damage to any property whatsoever, to the extent arising from or caused in whole or in part, directly or indirectly by (i) the presence of any pre-existing friable and non-friable asbestos in the Premises, and (ii) any contamination caused by Landlord in violation of a Hazardous Material Law. Landlord’s obligations hereunder shall include without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, clean up or detoxification or decontamination of the Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. This indemnity shall be specifically limited to affirmative acts of Landlord, and shall not include the acts or omissions of any other tenants of the Property or other persons.

     7.8. Tenant Certifications . Within ninety (90) days prior to the expiration of the Lease Term, Tenant shall certify to Landlord in writing that, to the best of its knowledge, (i) the Premises is free from all Hazardous Materials caused by Tenant or Tenant’s Representatives, and (ii) no such Hazardous Materials exist on, under or about the Premises other than as specifically identified to Landlord by Tenant in writing. If Landlord reasonably believes that such certification is inaccurate, or if an environmental report is required by law, Landlord shall give notice to Tenant within thirty (30) days after receipt of Tenant’s certification that Tenant shall have the Premises thoroughly inspected by an environmental consultant acceptable to Landlord for purposes of determining whether the Premises is free from all Hazardous Materials. If Landlord fails to timely give such notice, the requirement for an environmental inspection report is not required of Tenant unless such report is otherwise required by Tenant under this Paragraph

8 . Landlord’s failure to request an environmental inspection report shall in no way alter, abridge or limit Tenant’s indemnity obligation hereunder. Tenant shall deliver to Landlord a copy of the environmental consultant’s report forty-five (45) days prior to the expiration of the Lease. In the event the report discloses the existence of any Hazardous Materials, requires any clean up or any other form of response (collectively “Clean up” ), Tenant shall perform such immediately and deliver the Premises with the conditions specified in the report “cleaned up”, to the full satisfaction of Landlord. In the event the conditions specified in the report require Clean up which cannot be completed prior to the expiration of the Lease Term, Tenant shall be obligated to pay Landlord a per diem amount of the hold-over rent in Paragraph 22 below, until Tenant completes Clean up.

     7.9. Exclusivity . The allocations of responsibility between, obligations and liabilities undertaken by, and indemnifications given by Landlord and Tenant under this Paragraph 7 , shall be the exclusive provisions under this Lease, applicable to the subject matter treated in this Paragraph 7 , and any other conflicting or inconsistent provisions contained in this Lease shall not apply with respect to the subject matter.

     7.10. Compliance with Environmental Laws . Tenant shall at all times and in all respects comply with all Hazardous Materials Laws. All reporting obligations imposed by Hazardous Materials Laws are strictly the responsibility of Tenant to the extent Tenant’s actions or inactions prompt such reporting. Tenant and Landlord have been informed that certain judicial decisions have held that, notwithstanding the specific language of a lease, courts may impose the responsibility for complying with legal requirements and for performing improvements, maintenance and repairs on a landlord or tenant based on the court’s assessment of the parties’ intent in light of certain equitable factors. Tenant and Landlord have each been advised by their respective legal counsel about the provisions of this Lease allocating responsibility for compliance with laws and for performing improvements, maintenance and repairs between Tenant and Landlord. Tenant and Landlord expressly agree that the allocation of responsibility for compliance with laws and for performing improvements, maintenance and repairs set forth in this Lease represents Tenant’s and Landlord’s intent with respect to this issue.

     7.11. Limitation of Liability . Landlord confirms that as of the Effective Date, and to the best of Landlord’s current, actual knowledge, except as disclosed in any report delivered to Tenant prior to the Effective Date, there are no Hazardous Materials located on, in, about or under the Property or the Building in material violation of any applicable Hazardous Materials Laws. In connection with the preceding sentence, Landlord shall have no liability for any claim, cause of action or other liability arising out of or relating to the presence of Hazardous Materials on the Property that exceeds Fifty Thousand Dollars ($50,000.00) in the aggregate, inclusive of, without limitation, reasonable attorneys’ fees, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Materials present in the soil, the Building and the ground water on or under the Building, but excluding the cost of removal or abatement of any asbestos in the Building which is Landlord’s responsibility.

     7.12. Survival and Duration of Obligations . All covenants, representations, warranties, obligations and indemnities made or given under this Paragraph 7 shall survive the

expiration or earlier termination of this Lease.

8. UTILITIES.

    Tenant shall pay all service charges, and all initial utility deposits and all fees, for water, electricity, sewage, janitorial, trash removal, gas, telephone, pest control and any other utility services furnished to the Property during the Term of this Lease ( “Utilities” ). Tenant shall pay for all Utilities in addition to Rent and Project Expenses. Tenant shall cause each of the Utilities to be separately metered or billed and shall be responsible for any fees or deposits required in connection therewith.

9. AS-IS CONDITION.

    Except for the Asbestos Abatement and the Landlord Improvements to be performed by Landlord as set forth in Exhibit “B” attached hereto, Tenant accepts the Property in its present “As-Is”, “Where-Is” and “With-All-Faults” condition and specifically acknowledges that the Premises and the Property are suited for the uses intended by Tenant. Landlord represents and warrants that the Premises contain a sprinkler system that satisfies code requirements for the Premises as of the Commencement Date; receipt of a certificate of occupancy on or about the Commencement Date shall conclusively satisfy this representation and warranty.

10. TENANT’S TAXES AND ASSESSMENTS.

      Tenant covenants and agrees to pay promptly, when due, all personal property taxes or other taxes and assessments levied and assessed by any governmental authority upon the removable property of Tenant in, upon or about the Property.

11. ALTERATION OF PREMISES.

      Tenant shall not alter, repair or change the Property at a cost in excess of $25,000.00 ( “Material Alterations” ) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. All alterations, improvements or changes shall remain a part of and be surrendered with the Property, unless Landlord directs its removal under Paragraph 21 of this Lease.

     11.1 Construction Plans. If Tenant elects to make Material Alterations or improvements as provided in this Paragraph 11 , Tenant shall retain an architect, space planner and contractor, all reasonably approved by Landlord to prepare the construction drawings, and engineering consultants to prepare all plans and working drawings and other Tenant work in the Premises (collectively, “ Construction Plans ”). Tenant shall obtain, at its sole cost and expense, all necessary building permits and certificates of occupancy for the Premises; provided, however, Landlord shall cooperate with Tenant in executing permit applications and performing ministerial acts reasonably necessary to enable Tenant to obtain any such permits or certificates, so long as Landlord shall have no obligation to expend costs associated therewith. All Construction Plans shall comply with Landlord’s reasonable requirements and shall be approved by Landlord prior to the commencement of construction of any tenant improvements or

alterations. No changes or alterations to the approved Construction Plans shall be made without the prior written consent of Landlord, which consent shall not be unreasonably withheld.

     11.1 Requirements . All alterations shall be constructed in strict compliance with applicable state law provisions, and if appl