STANDARD INDUSTRIAL REAL ESTATE LEASE

Exhibit 10.1

STANDARD INDUSTRIAL REAL ESTATE LEASE

(SINGLE TENANT NET LEASE FORM)

     This Article One contains the Basic Terms of this Lease between Landlord and Tenant named below. Other Articles, Sections and Paragraphs of this Lease referred to in this Article One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

     Section 1.01. Date of Lease : July 17, 2009.

     Section 1.02. Landlord : AIRPORT CENTER III AT OAKLEY PARK, LLC, a Delaware limited liability company.

     Section 1.03. Tenant : DENDREON CORPORATION, a Delaware corporation.

     Section 1.04. Property : The property that is the subject of this Lease (the “ Property ”) is that approximately 13.1 acres located on Oakley Industrial Boulevard, Union City, Fulton County, Georgia, upon which will be constructed an approximately 155,614 rentable square foot building (the “ Building ”) and related

paved and landscaped areas, as depicted on Exhibit “A” attached hereto, together with all existing beneficial easements and appurtenances of record related thereto The square footage figure for the Building, as recited in this Section 1.04 , is approximate. Upon Substantial Completion (as defined in Article Fourteen below) of the Building Shell Improvements (defined in Article Fourteen below), the architect of record shall, for the benefit of both Landlord and Tenant, perform a final measurement of the Building in accordance with the industry standard “dripline” measurement method utilized for similar buildings in the Atlanta, Georgia metropolitan area and certify the actual square footage of the Building for approval by Landlord and Tenant. The lesser of (a) 160,000 or (b) the square footage calculated by the architect of record and approved by Landlord and Tenant will constitute the rentable square footage of the Property under this Lease for all purposes, including without limitation, the calculation of Base Rent. Consistent with the above, Landlord and Tenant shall execute an amendment to this Lease setting forth the actual square footage of the Building and confirming any necessary adjustment to the amount of monthly Base Rent payable by Tenant, substantially in the form attached as Exhibit “E” to this Lease. The Property is part of a larger commercial development known as Majestic Airport Center III, which is more particularly described on Exhibit “A-1” attached hereto (the “ Project ”).

     Section 1.05. Term .

          (a) Lease Term : Ten (10) years and six (6) months.

          (b) Lease Commencement Date : The Lease Commencement Date (as defined in Section 2.01 below) of the initial Lease Term shall be sixty (60) days following Substantial Completion of the Building Shell Improvements, or January 1, 2010, whichever is later. The date of Substantial Completion of the Building Shell Improvements is estimated to be November 1, 2009 (the “ Estimated Building Shell Substantial Completion Date ”); accordingly, the Lease Commencement Date is estimated to be January 1, 2010. Upon determination of the actual Lease Commencement Date, Landlord and Tenant shall promptly execute a Confirmation of Initial Lease Term and Amendment to Lease, substantially in the form of that attached as Exhibit “E” to this Lease.

          (c) Lease Expiration Date : The expiration date of the initial Lease Term shall be the last day of the one hundred and twenty-sixth (126th) calendar month following the month in which the Lease Commencement Date falls.

     Section 1.06. Permitted Uses : (See Article Five ) Only for research and development, manufacture and implementation of therapeutics, and related warehousing, distribution, and office administration. If a change of use is proposed, including any change of use in connection with a proposed Transfer (defined below), Landlord agrees not to unreasonably withhold, condition, or delay its approval of such changed use so long as such changed use (a) complies with the terms of Section 5.01 this Lease and (b) is similar to other uses permitted by Landlord in the Project, or is a use permitted by affiliates of Landlord in like projects located in the Atlanta, Georgia metropolitan area.

     Section 1.07. Security Deposit : (See Section 3.03 ) $52,908.76.

     Section 1.08. Tenant’s Guarantor : None.

     Section 1.09. Brokers : (See Article Thirteen )

     Section 1.10. Rent and Other Charges Payable by Tenant :

          (a) BASE RENT: Lease Term Monthly Installment of Base Rent

Notwithstanding any language in this Lease to the contrary, if a rental adjustment date specified in this Section 1.10(a) (or elsewhere in this Lease) falls on a date other than the first day of a calendar month, then such rental adjustment date shall be deemed to be the first day of the calendar month immediately following the month in which the rental adjustment date falls, and the amount of Base Rent payable by Tenant under this Lease shall be adjusted effective as of such later date; provided, however, that if any rent payable by Tenant is abated at the beginning of the Lease Term, the above language shall not lengthen such period of rent abatement.

          (b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (see Section 4.02 below); (ii) Utilities (see Section 4.03 below); (iii) Insurance Premiums (see Section 4.04 below); (iv) maintenance services (see Section 4.05 below); and (v) Maintenance, Repairs and Alterations (see Article Six below).

     Section 2.01. Lease of Property for Lease Term . The term of this Lease (the “ Lease Term ”) shall be as set forth in Section 1.05(a) above, shall commence on the date (the “ Lease Commencement Date ”) set forth in Section 1.05(b) above, and shall terminate on the date (the “ Lease Expiration Date ”) set forth in Section 1.05(c) above, unless sooner terminated or extended as expressly provided in this Lease. The terms and provisions of this Lease shall be effective as of the date of this Lease, except for the provisions of this Lease relating to the payment of Rent.

     Section 2.02. Delay in Commencement . Landlord shall not be liable to Tenant if Landlord does not deliver possession of the Property to Tenant on the Estimated Building Shell Substantial Completion Date. Landlord’s non-delivery of the Property to Tenant on that date shall not affect this Lease or the obligations of Tenant under this Lease, except that (a) if the actual Building Shell Substantial Completion Date does not occur by December 1, 2009 Tenant shall be entitled to the abatement of one (1) day of Base Rent for each day of delay, and if the delay continues beyond December 31, 2009, then Tenant shall be entitled to the abatement of two (2) days of Base Rent for each day of delay beyond such date, and (b) the Lease Commencement Date shall be delayed until a date sixty (60) days following Landlord’s delivery of possession of the Property to Tenant (unless such delay is the result of a Tenant Delay, as defined in Section 14.02 below) and the Lease Term shall be extended for a period equal to the delay in delivery of full possession of the Property to Tenant following Substantial Completion of the Building Shell Improvements, plus the number of days necessary to end the Lease Term on the last day of a month. Subject to any Tenant Delay, if Landlord does not deliver possession of the Property to Tenant within one hundred twenty (120) days after December 1, 2009, Tenant may elect to cancel and terminate this Lease by giving written notice to Landlord within ten (10) days after the one hundred twenty (120)-day period ends. If Tenant gives such notice, this Lease shall be canceled and terminated, and neither Landlord nor Tenant shall have any further obligations to the other, excepting only those obligations which have accrued prior to or which expressly survive termination of this Lease. If Tenant does not timely give such notice, Tenant’s right to cancel and terminate this Lease shall expire and the Lease Term shall commence sixty (60) days following upon the delivery of possession of the Property to Tenant. Consistent with the terms of Section 1.05(b) above, Landlord and Tenant shall, upon such delivery, execute an amendment to this Lease setting forth the actual Lease Commencement Date and Lease Expiration Date, substantially in the form attached as Exhibit “E” to this Lease, which Tenant shall execute and return to Landlord within five (5) days after receipt from Landlord. Failure to execute such amendment shall not affect the actual Lease Commencement Date and Lease Expiration Date. The failure of Tenant to take possession of or to occupy the Property shall not serve to relieve Tenant of any obligations arising on the Lease Commencement Date, and shall not delay the payment of rent by Tenant. Landlord shall be deemed to have delivered possession of the Property to Tenant upon Substantial Completion of the Building Shell Improvements and written notice to Tenant regarding the same, regardless of whether Tenant actually takes possession of the Property on such date. Tenant shall not be liable for payment of any Additional Rent until the Lease Commencement Date.

     Section 2.03. Early Occupancy . Tenant shall have the right of early occupancy of the Property on or about October 1, 2009, subject to (a) full execution of this Lease, (b) Landlord’s receipt of all deposits and the initial monthly

installment of Base Rent, (c) Landlord’s and Tenant’s receipt of any necessary governmental permits, approvals, or consents, (d) Landlord’s prior written approval of Tenant’s proposed schedule describing the timing and specific purpose of Tenant’s early occupancy, and (e) all of the terms and conditions of this Lease (including, but not limited to, the insurance provisions of Section 4.04 below), with the exception of the payment of Base Rent and Additional Rent. Such early occupancy shall be for the sole purpose of constructing the Tenant Improvements (defined in Article Fourteen below) and preparing the Property for Tenant’s use, including the installation of furnishings, furniture, and equipment. During such period, Tenant shall assume all risk of loss to Tenant’s equipment and other personal property. Tenant’s occupancy during this period shall not interfere with construction of the Building Shell Improvements by Landlord’s contractor, and in the event Tenant’s occupancy does so interfere, Tenant agrees to cease all construction or other activity until Landlord’s contractor has completed its work. Tenant’s early occupancy of the Property shall not advance the Lease Expiration Date.

     Section 2.04. Holding Over . If Tenant holds over after the expiration of the Lease Term hereof, with or without the express or implied consent of Landlord, such tenancy shall be from month-to-month only, and shall not constitute a renewal hereof or an extension for any further term, and in such case Base Rent shall be payable at a monthly rate equal to one hundred fifty percent (150%) of the Base Rent applicable immediately before the expiration of the Lease Term. Such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein. Nothing contained in this Section 2.04 shall be construed as consent by Landlord to any holding over by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Property to Landlord as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Section 2.04 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law. If Tenant fails to surrender the Property upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including reasonable attorneys’ fees) and liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender, and any damages permitted under Section 10.08 below.

     Section 2.05. Options to Extend Lease Term.

          (a) Grant of Options . Landlord hereby grants to Tenant five (5) options (the “ Options ”) to extend the Lease Term for additional term(s) of five (5) years each (the “ Extensions ”), on the same terms and conditions as set forth in this Lease, but at an increased Base Rent as set forth below and without any additional Option(s) other than those granted in this Section 2.05 . Each Option shall be exercised only by written notice delivered to Landlord not less than one (1) year before the expiration of the initial Lease Term or the preceding Extension of the Lease Term, respectively. If Tenant fails to deliver Landlord written notice of the exercise of an Option within the prescribed time period, such Option and any succeeding Options shall lapse, and there shall be no further right to extend the Lease Term. Each Option shall be exercisable by Tenant on the express conditions that (a) at the time of the exercise, and at all times thereafter and prior to the commencement of such Extension, no Event of Default on the part of Tenant shall exist, and (b) Tenant has not been ten (10) or more days late in the payment of recurring Rent more than a total of five (5) times during the initial Lease Term and all preceding Extensions. Following Tenant’s timely and valid exercise of an Option, Landlord shall prepare and Tenant shall execute and deliver to Landlord an amendment to this Lease confirming the term of the Extension and the amount of Base Rent payable by Tenant during such Extension.

          (b) Personal Options . The Options are personal to the Tenant named in Section 1.03 of this Lease (the “ Original Tenant ”) or any Tenant Affiliate (described in Section 9.07 of this Lease) of the Original Tenant or a Tenant Affiliate within a series of Tenant Affiliates of the Original Tenant. If Tenant subleases any portion of the Property or assigns any interest under this Lease to an entity other than such a Tenant Affiliate prior to the exercise of an Option (whether with or without Landlord’s consent), then such Option and any succeeding Options shall lapse. If Tenant subleases any portion of the Property or assigns any interest of Tenant under this Lease to an entity other than such a Tenant Affiliate after the exercise of an Option but prior to the commencement of the respective Extension (whether with or without Landlord’s consent), then such Option and any succeeding Options shall lapse and the Lease Term shall expire as if such Option were not exercised. If Tenant subleases any portion of the Property or assigns any interest of Tenant under this Lease to an entity other than such a Tenant Affiliate after the exercise of an Option and after the commencement of the Extension related to such Option, then the term of this Lease shall expire upon the expiration of the Extension during which such sublease or transfer occurred and only the succeeding Options shall lapse.

          (c) Time of Essence . Time is of the essence with respect to Tenant’s exercise of the Options granted in this Section 2.05 .

          (d) Calculation of Rent . The Base Rent during the Extensions shall be determined as follows:

          (1) Fixed Adjustment or CPI Increase . The Base Rent for the first Extension shall be an amount equal to the greater of: Five and 13/100 Dollars ($5.13) per rentable square foot per year or the amount of Base Rent determined in accordance with Section 3.02 below. The Base Rent for the second Extension shall be an amount equal to the greater of: Five and 74/100 Dollars ($5.74) per rentable square foot per year or the amount of Base Rent determined in accordance with Section 3.02 below. These amounts are only for the Property and the initial Building and do not include the Base Rent payable on account of Tenant’s exercise of the Expansion Option (defined below).

          (2) Fair Rental Value Adjustment . The Base Rent shall be increased on the first day of the first month of the third, fourth, and fifth Extensions of the Lease Term (each a “ FRV Rental Adjustment Date ”) to the lesser of (a) one hundred fifteen percent (115%) of the Base Rent in effect immediately prior to the applicable FRV Rental Adjustment Date, and (b) ninety-five percent (95%) of the “fair rental value” of the Base Building Shell Improvements (as defined in Article Fourteen below) and the related land (but excluding the Building Modifications (as defined in Article Fourteen below) and the Tenant Improvements), determined in the following manner:

               (i) Not later than one hundred (100) days prior to any applicable FRV Rental Adjustment Date, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the fair rental value of the Property as of such FRV Rental Adjustment Date. If Landlord and Tenant have not agreed upon the fair rental value of the Property at least ninety (90) days prior to the applicable FRV Rental Adjustment Date, the fair rental value shall be determined by appraisal, using brokers (as provided below).

               (ii) If Landlord and Tenant are not able to agree upon the fair rental value of the Property within the prescribed time period, then Landlord and Tenant shall attempt to agree in good faith upon a single broker, as indicated above, not later than seventy-five (75) days prior to the applicable FRV Rental Adjustment Date. If Landlord and Tenant are unable to agree upon a single broker within such time period, then Landlord and Tenant shall each appoint one broker, not later than sixty-five (65) days prior to the applicable FRV Rental Adjustment Date. Within (10) days thereafter, the two appointed brokers shall appoint a third broker. If either Landlord or Tenant fails to appoint its broker within the prescribed time period, the single broker appointed shall determine the fair rental value of the Property. If both parties fail to appoint brokers within the prescribed time periods, then the first broker thereafter selected by a party shall determine the fair rental value of the Property. Each party shall bear the cost of its own broker and the parties shall share equally the cost of the single or third broker, if applicable. The brokers used shall have at least five (5) years’ experience in the sales and leasing of commercial/industrial real property in the area in which the Property is located and shall be members of professional organizations such as the Society of Industrial Realtors, NAIOP, or their equivalent.

               (iii) For the purposes of such appraisal, the term “fair rental value” shall mean the price that a ready and willing tenant would pay, as of the applicable FRV Rental Adjustment Date, as monthly rent to a ready and willing landlord of property comparable to the Base Building Shell Improvements and the related land if such property were exposed for lease on the open market for a reasonable period of time and taking into account all of the purposes for which such property may be used. If a single broker is chosen, then such broker shall determine the fair rental value of the Property. Otherwise, the fair rental value of the Property shall be the arithmetic average of the two (2) of the three (3) appraisals which are closest in amount, and the third appraisal shall be disregarded. In no event, however, shall (a) the Base Rent be reduced by reason of such computation, or (b) the Base Rent be greater than one hundred fifteen percent (115%) of the Base Rent payable immediately prior to the applicable FRV Rental Adjustment Date. Landlord and Tenant shall instruct the broker(s) to complete their determination of the fair rental value not later than thirty (30) days prior to the applicable FRV Rental Adjustment Date. If the fair rental value is not determined prior to the applicable FRV Rental Adjustment Date, then Tenant shall continue to pay to Landlord the Base Rent applicable to the Property immediately prior to such Extension, until the fair rental value is determined. When the fair rental value of the Property is determined, Landlord shall deliver notice thereof to Tenant, and Tenant shall pay to Landlord, within ten (10) days after receipt of such notice, the difference between the Base Rent actually paid by Tenant to Landlord and the new Base Rent determined hereunder.

     Section 3.01. Time and Manner of Payment. Upon Tenant’s execution of this Lease, Tenant shall pay Landlord monthly Base Rent in the amount stated in Section 1.10(a) above for the seventh month of the Lease Term. On the first day of the eighth month of the Lease Term and each month thereafter, Tenant shall pay Landlord the monthly Base

Rent, in advance, without offset, recoupment, deduction or prior demand, except as otherwise expressly provided in this Lease. The Base Rent shall be payable at Landlord’s address or at such other place as Landlord may designate in writing. The term “ Lease Month ” shall mean each consecutive calendar month during the Lease Term (including any partial calendar month at the inception of the Lease Term), with the first Lease Month commencing on the Lease Commencement Date. For purposes of this Lease, the term “ Lease Year ” shall mean, with respect to the first Lease Year, the period commencing on the Lease Commencement Date and ending on the last day of the twelfth (12 ^th ) calendar month following the month in which the Lease Commencement Date falls (unless the Lease Commencement Date falls on the first day of a calendar month, in which case the first Lease Year will end on the last day of the twelfth (12 ^th ) Lease Month), and with respect to subsequent Lease Years, each consecutive twelve (12) month period during the Lease Term following the first Lease Year. If the Lease Commencement Date is a day other than the first day of a calendar month, then (a) the Lease Term shall include the number of months stated (or the number of months included within the number of years stated) in Section 1.05 above, plus the partial Lease Month in which the Lease Commencement Date falls, and (b) the Base Rent and Additional Rent for such partial Lease Month shall be prorated based on the number of days in such calendar month.

     Section 3.02. Cost of Living Increases. At the rental adjustment intervals described in Section 2.05(d)(1) of this Lease, the Base Rent shall be increased in accordance with the increase in the United States Department of Labor, Bureau of Labor Statistics, Consumer Price Index for All Urban Consumers (all items for the geographical Statistical Area in which the Property is located on the basis of 1982-1984=100) (the “ Index ”) as follows (assuming that the determination of Base Rent resulting from the use of the Index results in a higher Base Rent than the applicable fixed Base Rent specified in Section 2.05(d)(1) ):

          (a) The Base Rent (the “ Comparison Base Rent ”) in effect immediately before each applicable Extension shall be increased by the percentage that the Index has increased from the date (the “ Comparison Date ”) on which payment of the Comparison Base Rent began through the month in which the applicable Extension begins. The Base Rent shall not be reduced by reason of such computation. If the new Base Rent determined in this manner is higher than the applicable fixed Base Rent specified in Section 2.05(d)(1) above, Landlord shall notify Tenant of the amount of such higher Base Rent amount by a written statement which shall include the Index for the applicable Comparison Date, the Index for the applicable Extension commencement date, the percentage increase between those two Indices, and the new Base Rent.

          (b) Tenant shall pay the new Base Rent from the applicable Extension commencement date until the next Extension commencement date. Landlord’s notice may be given after the applicable Extension commencement date of the increase, and Tenant shall pay Landlord the accrued rental adjustment for the months elapsed between the effective date of the increase and Landlord’s notice of such increase within thirty (30) days after Landlord’s notice. If the format or components of the Index are materially changed after the Lease Commencement Date, Landlord shall substitute an index which is published by the Bureau of Labor Statistics or similar agency and which is most nearly equivalent to the Index in effect on the Lease Commencement Date. The substitute index shall be used to calculate the increase in the Base Rent unless Tenant objects to such index in writing within fifteen (15) days after receipt of Landlord’s notice of such change. If Tenant objects, Landlord and Tenant shall submit the selection of the substitute index for binding arbitration in accordance with the rules and regulations of the American Arbitration Association at its office closest to the Property. The costs of arbitration shall be borne equally by Landlord and Tenant.

     Section 3.03. Security Deposit ; Supplemental Security Deposit .

          (a) Upon Tenant’s execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount set forth in Section 1.07 above. Landlord may apply all or part of the Security Deposit to any Event of Default arising from any unpaid rent or other charges due from Tenant or to cure any other Events of Default of Tenant. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security Deposit to its full amount within thirty (30) days after Landlord’s written request. Tenant’s failure to do so shall be a material default under this Lease. No interest shall be paid on the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit.

          (b) Upon Tenant’s execution of this Lease, Tenant shall deliver to Landlord (as beneficiary), an irrevocable standby letter of credit (the “ Letter of Credit ”), substantially in the form of that attached as Exhibit “J” to this Lease, which shall serve as a supplemental Security Deposit (the “ Supplemental Security Deposit ”).

     The Letter of Credit shall be, among other things:

               (i) subject to and governed by the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (2007 Revision);

               (ii) irrevocable and unconditional;

               (iii) in the amount of Two Hundred Ten Thousand Eight Hundred Sixty-one and 20/100 Dollars ($210,861.20);

               (iv) conditioned for payment solely upon presentation of the Letter of Credit, a sight draft, and a written statement from Landlord that the amount to be drawn is due and owing to Landlord under the terms of this Lease; and

               (v) transferable one or more times by Landlord without the consent of Tenant.

     Tenant, on or before the first day of Lease Month 7 shall deliver to Landlord (as beneficiary) a second Letter of Credit identical to the first described above and both letters of credit shall be referred to collectively below as the “Letter of Credit.”

     Tenant acknowledges and agrees that it shall pay upon Landlord’s demand, as Additional Rent, any and all costs or fees charged in connection with the Letter of Credit that arise due to Landlord’s sale or transfer of all or a portion of the Property following the expiration of the Purchase Option (defined below).

     The Letter of Credit shall be issued by a commercial bank or trust company reasonably satisfactory to Landlord, having offices (or a confirming bank) at which the Letter of Credit may be drawn upon in Los Angeles, California, and having a Moody’s rating of at least “A-3” (or other comparable rating).

     The Letter of Credit shall expire not earlier than twelve (12) months after the date of delivery thereof to Landlord, and shall provide that the same shall be automatically renewed for successive twelve (12)-month periods through a date which is not earlier than sixty (60) days after the expiration date of this Lease, or any renewal or extension thereof, unless written notice of nonrenewal has been given by the issuing bank to Landlord by certified mail, return receipt requested, not less than sixty (60) days prior to the expiration of the current period. If the issuing bank does not renew the Letter of Credit, and if Tenant does not deliver a substitute Letter of Credit at least thirty (30) days prior to the expiration of the current period, then, in addition to its rights granted under this Section 3.03 above, Landlord shall have the right to draw on the existing Letter of Credit.

     Landlord may use, apply, or retain the proceeds of the Letter of Credit to the same extent that Landlord may use, apply, or retain the cash security deposit, as set forth above in this Section 3.03 . Landlord may draw on the Letter of Credit, in whole or in part, from time to time, at Landlord’s election; and if Landlord partially draws down the Letter of Credit, Tenant shall, within fifteen (15) days after Landlord gives Tenant notice thereof, restore all amounts drawn by Landlord, or substitute cash security instead.

     Notwithstanding anything to the contrary in this Section 3.03 , if no Event of Default exists under this Lease and provided that Tenant has not at any time during the term of this Lease instituted any litigation seeking to enjoin the issuing bank from paying on the Letter of Credit, upon Tenant’s receipt of final approval from the Food and Drug Administration for U.S. licensure for PROVENGE (the “ Triggering Event ”), Landlord’s right to draw on the Letter of Credit shall automatically terminate upon such Triggering Event and Landlord shall return the original the Letter of Credit to Tenant within five (5) business days following Tenant’s written demand made at any time following the Triggering Event, and Tenant shall have no further obligation to provide Landlord with the Supplemental Security Deposit.

     Tenant hereby agrees to cooperate with Landlord to promptly execute and deliver to Landlord any and all modifications, amendments, and replacements of the Letter of Credit, as Landlord may reasonably request to carry out the terms and conditions of this Section 3.03 .

     Section 3.04. Application of Payments . Unless otherwise designated by Landlord in its sole discretion, all payments received by Landlord from Tenant shall be applied to the oldest payment obligation owed by Tenant to Landlord. No designation by Tenant, either in a separate writing or on a check or money order, shall modify this section or have any force or effect.

     Section 3.05. Termination; Advance Payments . Upon termination of this Lease under Article Seven (Damage or Destruction) of this Lease, or under Article Eight (Condemnation) of this Lease, or any other termination not resulting from Tenant’s default, and after Tenant has vacated the Property in the manner required by this Lease, Landlord shall, within sixty (60) days thereafter refund or credit to Tenant (or Tenant’s successor) the unused portion of the Security Deposit, any advance rent or other advance payments made by Tenant to Landlord, and any amounts paid for Real Property Taxes (defined below) and insurance which apply to any time periods after termination of this Lease.

     Section 4.01. Additional Rent . All charges payable by Tenant other than Base Rent are called “ Additional Rent .” Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due within thirty (30) days following Tenant’s receipt of an invoice therefor, together with reasonably satisfactory supporting documentation, if applicable. The term “ rent ” or “ Rent ” shall mean Base Rent and Additional Rent. Without limitation on other obligations of Tenant that shall survive the expiration or earlier termination of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article Four shall survive the expiration or earlier termination of the Lease Term. The failure of Landlord to timely furnish Tenant the amount of the Additional Rent shall not preclude Landlord from enforcing its rights to collect such Additional Rent.

     Section 4.02. Property Taxes .

          (a) Real Property Taxes . Tenant shall pay all Real Property Taxes on the Property (including any fees, taxes or assessments against, or as a result of, any tenant improvements installed on the Property by or for the benefit of Tenant) during the Lease Term. Subject to Section 4.02(c) and Section 4.08 below, such payment shall be made at least ten (10) days prior to the delinquency date of such taxes. Within such ten (10)-day period, Tenant shall furnish Landlord with satisfactory evidence that the Real Property Taxes have been paid. Landlord shall reimburse Tenant for any Real Property Taxes paid by Tenant covering any period of time before or after the Lease Term. Alternatively, Landlord may elect to bill Tenant in advance for such taxes and Tenant shall pay Landlord the amount of such taxes, as Additional Rent, at least ten (10) days prior to the delinquency date of such taxes. Landlord shall pay such taxes prior to such delinquency date, provided Tenant has timely made payment to Landlord. Any penalty caused by Tenant’s failure to timely make such payments shall also be Additional Rent owed by Tenant immediately upon demand.

          (b) Definition of “Real Property Tax.” “ Real Property Tax ” means: (i) any fee, license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Property; (ii) any tax on the Landlord’s right to receive, or the receipt of, rent or income from the Property or against Landlord’s business of leasing the Property; (iii) any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Property by any governmental agency; (iv) any tax imposed upon this transaction or based upon a re-assessment of the Property due to a change of ownership, as defined by applicable law, or other transfer of all or part of Landlord’s interest in the Property; and (v) any charge or fee replacing any tax previously included within the definition of Real Property Tax. “Real Property Tax” does not, however, include Landlord’s federal or state income, franchise, inheritance or estate taxes.

          (c) Joint Assessment; Tenant’s Share . As of the date of this Lease, the Property is not separately assessed, but Landlord shall use commercially reasonable efforts to have the Property separately assessed. While the Property is not separately assessed, Landlord shall reasonably determine Tenant’s share of the Real Property Taxes payable by Tenant under Section 4.02(a) above from the assessor’s worksheets or other reasonably available information.

          (d) Personal Property Taxes .

               (i) Tenant shall pay all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant. Tenant shall diligently pursue the separate assessment of such personal property, so that it is taxed separately from the Property.

               (ii) If any of Tenant’s personal property is taxed with the Property, Tenant shall pay Landlord the taxes for the personal property within thirty (30) days after Tenant receives a written statement from Landlord for such personal property taxes, but in no event earlier than fifteen days prior to the date such personal property taxes would be past due if not previously paid.

          (e) Real Property Tax Abatement . Landlord and Tenant acknowledge and agree that (i) Landlord has entered into a Memorandum of Agreement with the Fulton County Tax Assessor with respect to the valuation of the leasehold interest of Landlord in and to the Building, and anticipates completion, at Landlord’s sole cost and expense, of a taxable development bond financing arrangement (the “ Tax Abatement Process ”) with the Development Authority of Fulton County, a public body corporate and politic of the State of Georgia (the “ Development Authority ”), whereby the Building (but not the underlying land) is expected to receive favorable ad valorem real property tax treatment in calendar years 2010 through 2020 with respect to Fulton County, Georgia, ad valorem taxes, and (ii) Tenant shall receive all of the actual tax reduction, rebate or abatement (the “ Tax Savings ”) relating to the Property during the Lease Term, provided that Tenant’s Tax Savings during any partial calendar year during the Lease Term shall be prorated by multiplying the Tax Savings by a fraction, the numerator of which is the number of days in the Term of this Lease in such partial calendar year and the denominator of which is 365. Tenant acknowledges and agrees that any actual Tax Savings available to Tenant during the Lease Term is subject to, and will only be available to the extent permitted by, Applicable Law.

          (f) Optional Lease, Rent and Tax Abatement for Equipment . Subject to Applicable Law and the Development Authority’s choice to participate (which choice is within the Development Authority’s sole discretion), at Tenant’s written request Landlord shall initiate the Tax Abatement Process with the Development Authority whereby Tenant’s equipment and other personal property at the Property may receive prospective favorable ad valorem personal property tax treatment with respect to Fulton County, Georgia, ad valorem taxes (the “ Equipment Tax Savings ”). Subject to Applicable Law and the Development Authority’s choice to participate in this Tax Abatement Process (which choice is within the Development Authority’s sole discretion), Tenant shall receive all of the actual Equipment Tax Savings related to any equipment or other personal property designated by Tenant for inclusion in such Tax Abatement Process (the “ Equipment ”), and Landlord shall enter into a Lease Agreement with the Development Authority (the “ Lease Agreement ”) which permits Landlord, on Tenant’s behalf, to include the Equipment in such Tax Abatement Process. Landlord and Tenant hereby agree to enter into an Agreement to Provide Bill of Sale and related agreements with respect to the Equipment, as may be required by the Development Authority to provide favorable tax treatment for the Equipment (collectively, the “ Equipment Agreement ”). Tenant acknowledges and agrees that the Equipment shall be subject to the rights and obligations under the Lease Agreement and the Equipment Agreement. Tenant shall reimburse Landlord (within 30 days following Landlord’s written demand) for the actual out-of-pocket costs, if any, incurred after the date of this Lease by Landlord in obtaining the Equipment Tax Savings pertaining to the Equipment, including, without limitation, the attorneys’ fees and other costs of legal counsel. Tenant acknowledges and agrees that any actual Equipment Tax Savings available to Tenant during the Lease Term is subject to, and will only be available to the extent permitted by, Applicable Law.

          (g) Opportunity Zone . Landlord and Tenant acknowledge that the Property is located within an area of Fulton County, Georgia designated by the Georgia Department of Community Affairs as an “Opportunity Zone” and that this designation allows Tenant to receive certain incentives, in the form of tax credits, to locate its business at the Property. Subject to the satisfaction of certain conditions, this designation is valid for tax years 2009 through 2019. As and when reasonably requested in writing by Tenant, Landlord agrees to cooperate with Tenant, as needed and at Tenant’s sole cost and expense, to enable Tenant to take advantage of the benefits associated with the operation of a business in such an Opportunity Zone.

     Section 4.03. Utilities . Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, heat, light, power, sewer service, telephone, fiber optic, cable or other telecommunications or data delivery services, water, refuse disposal and other utilities and services supplied to the Property. Tenant acknowledges and agrees that (1) this Lease is entirely separate and distinct from and independent of any and all agreements that Tenant may at any time enter into with any third party for the provision of utility services or any other services, and (2) Landlord has no obligation of any kind concerning the provision of any such services. Provided that Landlord fulfills its maintenance, repair, and replacement obligations with respect to the Property as expressly provided in this Lease, Landlord shall not be liable for any failure to furnish, stoppage of, or interruption in furnishing any of the services or utilities described in this Section 4.03 , when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, terrorist acts, acts of war, moratorium or other governmental action, or any other cause beyond Landlord’s reasonable control, and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend Tenant’s obligation to pay rent as required under this Lease or constitute or be construed as a constructive or other eviction of Tenant. Further, in the event any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or issues mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the reduction of automobile or other emissions, or the provision of any other utility or service, Landlord may take any reasonably appropriate action to comply with such law, ordinance, rule,

regulation, mandatory control or voluntary guideline without affecting Tenant’s obligations under this Lease (and in case of any voluntary guidelines, without adversely affecting Tenant’s use and occupancy of the Property and without materially increasing Tenant’s occupancy costs). Tenant recognizes that security services, if any, provided by Landlord at the Building are for the protection of Landlord’s property and under no circumstances shall Landlord be responsible for, and Tenant waives any rights with respect to, providing security or other protection for Tenant or its employees, invitees or property in or about the Property or the Building. Subject to the applicable terms and provisions of this Lease, Tenant may prepare and implement its own security plan for the Property.

     Section 4.04. Insurance Policies .

          (a) Liability Insurance . During the Lease Term, Tenant, at Tenant’s sole cost and expense, shall maintain a policy of commercial general liability insurance (or its equivalent) insuring Tenant against liability for bodily injury, property damage (including loss of use of property) and personal injury arising out of the operation, use or occupancy of the Property. Tenant shall name Landlord (and any affiliate of Landlord designated by Landlord) as an additional insured under such policy, and Tenant shall provide Landlord with an appropriate “additional insured” endorsement to Tenant’s liability insurance policy (in a form acceptable to Landlord) not less than ten (10) business days prior to Tenant’s occupancy of the Property. The initial amount of such insurance shall be Three Million Dollars ($3,000,000.00) per occurrence and shall be subject to periodic increase based upon inflation, increased liability awards, recommendation of Landlord’s professional insurance advisors and other relevant factors. The liability insurance obtained by Tenant under this Section 4.04(a) : shall (i) be primary and non-contributing; (ii) contain a “separation of insureds” clause (or equivalent); (iii) contain contractual liability coverage respecting Tenant’s indemnity obligations under Section 5.05 below; and (iv) not have a deductible amount in excess of Ten Thousand Dollars ($10,000.00). The amount and coverage of such insurance shall not limit Tenant’s liability nor relieve Tenant of any other obligation under this Lease. Landlord may also obtain commercial general liability insurance in an amount and with coverage determined by Landlord, insuring Landlord against liability arising out of ownership, operation, use or occupancy of the Property. The policy obtained by Landlord shall not be contributory and shall not provide primary insurance.

          (b) Property and Rental Income Insurance . During the Lease Term, Landlord shall maintain policies of insurance covering loss of or damage to the Property in the full amount of its replacement value, with such policies providing protection against loss or damage due to fire or other casualties covered within the classification of fire, extended coverage, vandalism, malicious mischief, sprinkler leakage and any other perils which Landlord, Landlord’s lender or ground lessor deems reasonably necessary. Landlord shall have the right to obtain terrorism, flood and earthquake insurance and other forms of insurance as required by any lender holding a security interest in the Property or any ground lessor. Landlord shall not obtain insurance for Tenant’s fixtures or equipment or building improvements installed by Tenant on the Property. During the Lease Term, Landlord shall also maintain a rental income insurance policy, with loss payable to Landlord, in an amount equal to one year’s Base Rent, plus estimated Real Property Taxes and insurance premiums. During the Lease Term, Tenant shall maintain (at its sole cost and expense) policies of insurance covering loss of or damage to Tenant’s fixtures, equipment, and building improvements installed by Tenant on the Property (including, without limitation, the Tenant Improvements) in the full amount of their replacement value, with such policies providing protection against loss or damage due to fire or other casualties covered within the classification of fire, extended coverage, vandalism, malicious mischief, sprinkler leakage and any other perils which Tenant deems necessary. Such policies shall contain an agreed amount endorsement in lieu of a co-insurance clause, and shall be written as primary policies, not contributing with and not supplemental to the property insurance coverage that Landlord is required to carry pursuant to this Section 4.04(b) . Tenant shall be liable for the payment of any deductible amount under Landlord’s insurance policies (which deductible amount shall not exceed $10,000.00) maintained pursuant to this Section 4.04(b) ; provided, however, that if the loss or damage is due to an act or omission of Landlord, then Tenant shall not be responsible for payment of any such deductible amount. Tenant shall also be responsible for payment of any deductible amount under Tenant’s insurance policies. Tenant shall not do or permit anything to be done which invalidates any such insurance policies.

          (c) Payment of Premiums . Subject to Section 4.08 below, Tenant shall pay all premiums for the insurance policies described in Sections 4.04(a) and (b) above (whether obtained by Landlord or Tenant) within thirty (30) days after Tenant’s receipt of a copy of the premium statement or other evidence of amount due, except Landlord shall pay all premiums for non-primary commercial general liability insurance which Landlord elects to obtain as provided in Section 4.04(a) above; provided, however, that Tenant shall not be responsible for the payment of insurance premiums covering any period extending beyond the Lease Term. If insurance policies maintained by Landlord cover improvements on real property other than the Property, Landlord shall deliver to Tenant a statement of the premium applicable to the Property

showing in reasonable detail how Tenant’s share of the premium was computed. If the Lease Term expires before the expiration of an insurance policy maintained by Landlord, Tenant shall be liable for Tenant’s prorated share of the insurance premiums. Subject to the provisions of Section 2.03 above, prior to the Lease Commencement Date, Tenant shall deliver to Landlord a copy of any policy of insurance which Tenant is required to maintain under this Section 4.04 . At least thirty (30) days prior to the expiration of any such policy, Tenant shall deliver to Landlord a renewal of such policy. As an alternative to providing a policy of insurance, Tenant shall have the right to provide Landlord a certificate of insurance (in form acceptable to Landlord) executed by an authorized officer or agent of the insurance company, certifying that the insurance which Tenant is required to maintain under this Section 4.04 is in full force and effect and containing such other information which Landlord reasonably requires. Upon Tenant’s written request, Landlord shall provide Tenant with a certificate of property insurance confirming that Landlord has obtained the property insurance required of Landlord under this Lease.

          (d) General Insurance Provisions .

               (i) Any insurance that Tenant is required to maintain under this Lease shall include a provision that requires the insurance carrier to give or endeavor to give Landlord not less than thirty (30) days’ written notice prior to any cancellation or material modification of such coverage (i.e., a modification resulting in a decrease in the limits or types of coverage required under this Lease), including the cancellation or material modification of any required endorsements.

               (ii) If Tenant fails to deliver any policy, certificate or renewal to Landlord required under this Lease within the prescribed time period or if any such policy is canceled or modified during the Lease Term without Landlord’s consent, Landlord may obtain such insurance for Landlord’s sole benefit (but is under no obligation to do so), in which case Tenant shall reimburse Landlord for the cost of such insurance within thirty (30) days after receipt of a statement that indicates the cost of such insurance. If Tenant fails to carry the required insurance, such failure shall automatically be deemed to be a covenant by Tenant to self-insure such required coverage, with a full waiver of subrogation in favor of Landlord (in the case of deemed self-insurance of Tenant’s required property insurance).

               (iii) Landlord and Tenant shall maintain all insurance required under this Lease with companies duly authorized to issue insurance policies in the State in which the Property is located and holding a Financial Strength Rating of “A-” or better, and a Financial Size Category of “VII” or larger, based on the most recent published ratings of the A.M. Best Company. Landlord and Tenant acknowledge the insurance markets are rapidly changing and that insurance in the form and amounts described in this Section 4.04 may not be available in the future. Tenant acknowledges that the insurance described in this Section 4.04 is for the primary benefit of Landlord. If at any time during the Lease Term, Tenant is unable to maintain the insurance required under this Lease, Tenant shall nevertheless maintain insurance coverage which is customary and commercially reasonable in the insurance industry for Tenant’s type of business, as that coverage may change from time to time. Landlord makes no representation as to the adequacy of such insurance to protect Landlord’s or Tenant’s interests. If Tenant believes that any such insurance coverage is inadequate, Tenant shall obtain any such additional property or liability insurance which Tenant deems necessary to protect Landlord and Tenant.

               (iv) Unless prohibited under any applicable insurance policies maintained and notwithstanding anything in this Lease to the contrary, Landlord and Tenant each hereby waives any and all rights of recovery against the other, or against the members, managers, officers, employees, agents or representatives of the other(whether such right of recovery arises from a claim based on negligence or otherwise), for loss of or damage to its property or the property of others under its control, if such loss or damage is covered by any insurance policy in force (whether or not described in this Lease) at the time of such loss or damage. Upon obtaining the required policies of insurance, Landlord and Tenant shall give notice to the insurance carriers of this mutual waiver of subrogation.

               (v) Tenant shall not do or permit to be done any act or thing upon the Property or the Project which would (a) jeopardize or be in conflict with the property insurance policies covering the Project or fixtures or property in the Project; (b) increase the rate of property insurance applicable to the Project to an amount higher than it otherwise would be for general office and warehouse use of the Project; or (c) subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being conducted at the Property.

               (vi) Tenant shall, at its sole cost and expense, keep in full force and effect during the Lease Term the following additional coverage: (1) workers’ compensation insurance as required by state law; (2) employer’s

liability insurance, with a limit of One Million Dollars ($1,000,000), each accident, One Million Dollars ($1,000,000) policy limit, and One Million Dollars ($1,000,000) each employee for all persons employed by Tenant who may come onto or occupy the Property; (3) commercial auto liability insurance with a limit of One Million Dollars ($1,000,000) aggregate limit for bodily injury and property damage, including owned, non-owned, and hired auto liability coverage for such vehicles driven on and around the Property (if Tenant does not own company vehicles, a letter to that effect from an officer or principal of Tenant, in addition to proof of non-owned and hired auto liability coverage is required); (4) “Causes of Loss — Special Form” (or equivalent) personal property insurance, covering Tenant’s personal property, whether owned, leased, or rented, including but not limited to trade fixtures, furniture, equipment, office contents, any interior improvements constructed within the Property and any alterations to the Property made by Tenant; and (5) to the extent that Tenant constructs or develops any improvements in or on the Property, which according to the terms and conditions of this Lease shall become property of Landlord at the termination thereof, Tenant shall also provide “Causes of Loss — Special Form” (or equivalent) property coverage on a replacement cost basis.

               (vii) If Tenant carries any of the liability insurance required hereunder in the form of a blanket policy, any certificate required hereunder shall make specific reference to the Property; provided, however, the blanket policy carried with respect to the insurance required by Tenant hereunder shall contain a “per location” endorsement assuring that any aggregate limit under such blanket policy shall apply separately to the Property and that the insurer thereunder shall provide written notice to Landlord if the available portion of such aggregate is reduced to less than the minimum amounts required under Section 4.04(a) above by either payment of claims or the establishment of reserves for claims (in which case Tenant shall be obligated to take immediate steps to increase the amount of its insurance coverage in order to satisfy the minimum requirements set forth in Section 4.04(a) above).

     Section 4.05. Maintenance Services . Notwithstanding the provisions of Section 6.03 and Section 6.04 below, Landlord shall maintain, at Tenant’s sole cost and expense, the following with respect to the Property: (i) the landscaping (including without limiting to gardening, tree trimming, replacement or repair of landscaping, landscape irrigation systems, gopher control and similar items); (ii) the ESFR fire system; (iii) pump (including testing, monitoring and servicing); (iv) association dues; (v) site lighting and utilities (including, without limitation, utility charges for landscape watering, lighting and telephone line for the above-referenced fire system); and (vi) sweeping, cleaning, repairing, resurfacing and repaving of driveways, parking areas, yard areas, loading areas and other outdoor paved or covered surfaces and/or roads. In connection with Landlord’s obligations under this Section 4.05 , Landlord may enter into a contract with a third party contractor/maintenance provider of Landlord’s choice to provide some (but not necessarily all) of the maintenance services listed above. Landlord shall have the right to collect from Tenant, as Additional Rent, a management fee (not to exceed two percent (2%) of the Base Rent) for managing the Property. Landlord shall also have the right to collect from Tenant, as Additional Rent, the costs incurred by Landlord for roof replacement, exterior painting, and the resurfacing and repaving of the Property’s parking lot and driveway, and in case of those items constituting capital expenditures (such as roof replacement), the cost of such replacement shall be amortized on a straight-line basis with interest at the rate of seven percent (7%) per annum over the useful life of the item, as reasonably determined by Landlord using generally accepted accounting principles, and Tenant shall only be liable for monthly amortization payments representing that portion of the cost which is applicable to the remaining Lease Term (as it may be extended). Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days after demand, the cost for the above-referenced maintenance services that are beyond the scope of the services covered by the Monthly Maintenance Fee (defined below). Tenant agrees to pay monthly to Landlord, as Additional Rent, an amount which is currently One Thousand Nine Hundred Thirty-eight and 06/100 Dollars ($1,938.06) (the “ Monthly Maintenance Fee ”), for the routine landscaping and sweeping and cleaning of the Property’s outdoor paved areas. Tenant shall make such payment together with Tenant’s monthly Base Rent payment, without the necessity of notice from Landlord. It is the understanding of the parties that the Monthly Maintenance Fee only pertains to routine duties and that Landlord may incur similar expenses in addition to the Monthly Maintenance Fee in meeting its obligations set forth above. Landlord agrees that the recurring maintenance fees and operating costs of the Property (excluding uncontrollable costs such as those costs relating to taxes, insurance, and utilities) payable by Tenant under this Lease shall not increase by more than ten percent (10%) per year on a cumulative, compounded basis during the Lease Term. Landlord agrees to provide and/or manage the maintenance services in a professional manner on a reasonably cost efficient basis, to competitively bid out any major contracts (i.e., those contracts in excess of $25,000 per year) and to pass through such costs directly to Tenant without mark up (except for the allowed management fee). Tenant shall have the right at any time upon at least thirty (30) days prior written notice to Landlord, to assume direct responsibility for, and to pay the costs of, any or all of the routine maintenance services which are the subject of the Monthly Maintenance Fee, but any such assumption by Tenant shall not result in any reduction of the monthly management fee payable by Tenant to Landlord. In such event, Tenant shall have the right, at its sole cost and expense, to hire a third party manager to manage the delivery of such routine

maintenance services, but in no event shall Landlord’s management fee be reduced or terminated based on the routine maintenance services assumed by Tenant.

     Section 4.06. Late Charges . Tenant’s failure to pay rent promptly may cause Landlord to incur unanticipated costs. The exact amount of such costs is impractical or extremely difficult to ascertain. Such costs may include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by any ground lease, mortgage or trust deed encumbering the Property. Therefore, if Landlord does not receive any rent payment within ten (10) days after it becomes due, Tenant shall pay Landlord a late charge equal to five percent (5%) of the overdue amount. The parties agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of such late payment. If Tenant shall be served with a demand for payment of past due rent or any other charge, any payments tendered thereafter to cure any default of Tenant shall be made only by cashier’s check, wire transfer, or other immediately available funds. Notwithstanding the above, Landlord agrees not to impose such late charge unless, immediately after its receipt of written notice from Landlord, Tenant fails to deliver such delinquent payment by nationally-recognized commercial overnight courier (for next business day delivery); provided, however, that Landlord is under no obligation to provide more than one (1) such notice in any consecutive 12-month period.

     Section 4.07. Interest on Past Due Obligations . In addition to any late charge imposed pursuant to Section 4.06 above, any amount owed by Tenant to Landlord or by Landlord to Tenant which is not paid when due shall bear interest at the rate of ten percent (10%) per annum from the due date of such amount (“ Interest ”); provided, however, that no interest shall be payable on any late charges imposed on Tenant under this Lease. The payment of interest on such amounts shall not excuse or cure any default by Tenant or Landlord under this Lease. If the interest rate specified in this Section 4.07 , or any other charge or payment due under this Lease which may be deemed or construed as interest, is higher than the rate permitted by law, such interest rate is hereby decreased to the maximum legal interest rate permitted by law.

     Section 4.08. Impounds for Insurance Premiums and Real Property Taxes. If required by any ground lessor or lender to whom Landlord has granted a security interest in the Property, or if Tenant is more than ten (10) days late in the payment of rent more than once in any consecutive twelve (12) month period, Tenant, upon Landlord’s written demand, shall pay Landlord a sum equal to one-twelfth (l/12) of the annual real property taxes and insurance premiums payable by Tenant under this Lease, together with each payment of Base Rent. Landlord shall hold such payments in a non-interest bearing impound account. If unknown, Landlord shall reasonably estimate the amount of real property taxes and insurance premiums when due. Tenant shall pay any deficiency of funds in the impound account to Landlord upon written request. If Tenant defaults under this Lease, Landlord may apply any funds in the impound account to any obligation then due under this Lease.

     Section 4.09. Tenant’s Audit Rights . Tenant may, during regular business hours but not more than once each calendar year and only following not less than fifteen (15) business days prior written notice to Landlord, inspect and audit the records of costs pertaining to Landlord’s operation and maintenance of the Property during the prior year (“ Tenant’s Audit Right ”). If Tenant’s audit shall disclose an overstatement of Tenant’s costs of seven percent (7%) or more, then Landlord shall pay the reasonable costs and expenses incurred by Tenant in conducting such audit, not to exceed Five Thousand Dollars ($5,000.00).

          Tenant’s Audit Right may not be exercised if an Event of Default on the part of Tenant exists, and is also subject to the following conditions:

               (i) The audit may only be conducted during Landlord’s regular office hours and only by an employee of Tenant or an otherwise qualified auditor and not by anyone with a financial interest in the results of the audit;

               (ii) The audit must be conducted over a period not to exceed ten (10) business days (provided that such days need not be consecutive and provided further that Tenant’s auditor is allowed reasonable access to Landlord’s Audit Materials, as defined below);

               (iii) Tenant’s representative shall be permitted to inspect only Landlord’s line-item breakdown of direct operating expenses for the Property for the applicable calendar year, the “general ledger,” and the invoices relating to the general ledger (collectively, the “ Audit Materials ”);

               (iv) Landlord’s representative shall answer reasonable questions during the course of the exercise of Tenant’s Audit Right, but shall not be required to prepare or provide any work product other than the Audit Materials;

               (v) Landlord shall only provide Tenant with copies of Landlord’s existing records comprising the Audit Materials. In no event shall Landlord prepare any schedules or perform any analysis or comparisons for Tenant with respect to the audit; and

               (vi) Tenant and its auditor shall execute a confidentiality agreement, in form and substance reasonably acceptable to Landlord and Tenant, protecting the confidentiality of the Audit Materials and the results of the audit. At a minimum, the confidentiality agreement must provide that (a) the auditor’s report or other final work product prepared by the auditor (the “ Auditor’s Report ”) shall be delivered to Landlord no later than two (2) weeks following completion of the audit, and (b) the auditor (if a third party) will indemnify and hold harmless Landlord from any damages, loss, claim, liability, cost or expense (including legal fees and costs), resulting from breach of the confidentiality agreement.

          If, following the date of delivery of the Auditor’s Report to Landlord (the “ Report Date ”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by arbitration as follows: Landlord and Tenant shall attempt to agree in good faith upon a single, independent certified public accountant (“ CPA ”) not later than fifty (50) days following the Report Date. If Landlord and Tenant are unable to agree upon a single CPA within such time period, then Landlord and Tenant shall each appoint one CPA not later than seventy (70) days following the Report Date. Within (10) days thereafter, the two appointed CPAs shall appoint a third, independent CPA. If either Landlord or Tenant fails to appoint its CPA within the prescribed time period, the single CPA so appointed shall resolve the dispute. If both parties fail to appoint CPAs within the prescribed time periods, then the first CPA thereafter selected by a party shall resolve the dispute. The CPAs are by this Lease directed to review the costs in question and to conduct the arbitration no later than sixty (60) days following the appointment of the last CPA to act hereunder. Each CPA shall have at least five (5) years experience in real estate accounting for properties similar to the Property, and shall not have been retained by either party within the prior three (3) years. All CPAs shall review the applicable terms and provisions of this Lease regarding such costs, Landlord’s books and records relating to same and the Auditor’s Report and shall use generally accepted accounting principles to arrive at their conclusions. The locale of the arbitration shall be Atlanta, Georgia. In resolving the dispute, the arbitrators will apply the law of State where the Property is located, and are limited to the determination of Tenant’s appropriate share of costs for the period under review. The decision of the arbitrators shall be final and binding on Landlord and Tenant. If the arbitrators determine that the amount of costs billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the arbitrators’ decision, without interest. All costs of the arbitration (that is, the cost of the arbitrators) shall be divided equally between the parties, and each of the parties shall bear the costs of their own counsel and other professionals or consultants, if any, engaged by them for purposes of the arbitration. The exercise of Tenant’s Audit Right shall not relieve Tenant of its obligation to pay disputed amounts. Tenant’s Audit Right (including the arbitration provisions provided herein) constitutes Tenant’s sole remedy with respect to a dispute related to such costs.

     Section 5.01. Permitted Uses . Tenant may use the Property only for the Permitted Uses set forth in Section 1.06 above and for no other purpose whatsoever without Landlord’s prior written approval, which approval may not be unreasonably withheld, conditioned, or delayed; provided that such other Permitted Uses (other than those identified in Section 1.06 above) (i) do not create any atypical, irreparable, material wear and tear on the Building; (ii) do not create any atypical material risk of Environmental Damages or Hazardous Material contamination on the Property; (iii) do not create obnoxious (as to a reasonable person) odors or noise which escape the Property; (iv) do not include storage of tires or chemicals (other than those permitted under Section 5.03 below) or explosives; and (v) and do not involve fabrication or manufacturing, except as contemplated in Section 1.06 above, including specifically within such exception any manufacturing or fabrication constituting a use described in clause (b) of Section 1.06 above.

     Section 5.02. Manner of Use . Tenant shall not cause or permit the Property to be improved, developed, or used in any way which constitutes a violation of any law, statute, ordinance, or governmental regulation or order, or other governmental requirement now in force or which may hereafter be enacted or promulgated (collectively, “ Applicable Laws ”), or which unreasonably interferes with the rights of other tenants of Landlord, or which constitutes a nuisance or waste. Tenant shall obtain and pay for all permits required for Tenant’s specific use and occupancy of the Property, and for

all business licenses, and shall promptly take all actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by Tenant of the Property, including without limiting to the Occupational Safety and Health Act. Notwithstanding the foregoing, Landlord shall, at Tenant’s sole cost and expense, cooperate with Tenant in executing permitting applications and performing other ministerial acts reasonably necessary to enable Tenant to obtain a High Pile Stock Permit (or comparable permit) from the applicable governmental authority, if applicable. Tenant, at Tenant’s sole cost and expense, shall be responsible for the installation of any fire hose valves, draft curtains, smoke venting and any additional fire protection systems (including, but not limited to, fire extinguishers) that may be required by the fire department or any governmental agency because of Tenant’s specific use of the Property. It shall be considered a Tenant Delay under Article Fourteen below if a delay in obtaining such permit thereby delays or affects Landlord’s receipt of governmental permits, approvals or certificates of occupancy.

     Tenant shall, at its sole cost and expense, promptly comply with any Applicable Laws which relate to (or are triggered by) (i) Tenant’s use of the Property, and (ii) any alteration or any tenant improvements made by Tenant or at the request of Tenant. Should any standard or regulation now or hereafter be imposed on Tenant by any federal, state or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards, then Tenant agrees, at its sole cost and expense, to comply promptly with such standards or regulations. The judgment of any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord is a party thereto, that Tenant has violated any Applicable Laws, shall be conclusive of that fact as between Landlord and Tenant. Tenant shall immediately notify Landlord in writing of any water infiltration at the Property of which Tenant becomes aware. Landlord shall be responsible for constructing the Base Building Shell Improvements in accordance with Applicable Laws, including, without limitation, the Americans with Disabilities Act.

     Section 5.03. Hazardous Materials .

          5.03.1 Definitions .

          A. “ Hazardous Material ” means any substance, whether solid, liquid or gaseous in nature:

               (i) the presence of which requires investigation or remediation under any federal, state or local statute, regulation, ordinance, order, action, policy or common law; or

               (ii) which is or becomes defined as a “hazardous waste,” “hazardous substance,” pollutant or contaminant under any federal, state or local statute, regulation, rule or ordinance or amendments thereto including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. section 9601 et seq.) and/or the Resource Conservation and Recovery Act (42 U.S.C. section 6901 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. section 1801 et seq.), the Federal Water Pollution Control Act (33 U.S.C. section 1251 et seq.), the Clean Air Act (42 U.S.C. section 7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. section 2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. section 651 et seq.), as these laws have been amended or supplemented; or

               (iii) which is regulated or becomes regulated under any Environmental Requirements (defined below) as toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous; or

               (iv) the presence of which on the Property causes or threatens to cause a nuisance upon the Property or to adjacent properties or poses or threatens to pose a hazard to the health or safety of persons on or about the Property; or

               (v) the presence of which on adjacent properties constitutes a trespass by Tenant; or

               (vi) without limitation which contains gasoline, diesel fuel or other petroleum hydrocarbons (provided that Hazardous Materials shall not include any such products that are contained solely within a motor vehicle); or

               (vii) without limitation which contains polychlorinated biphenyls (PCBs), asbestos or urea formaldehyde foam insulation; or

               (viii) without limitation which contains radon gas, other than naturally-occurring conditions at the Property.

          B. “ Environmental Requirements ” means all applicable present and future:

               (i) statutes, regulations, rules, ordinances, codes, licenses, permits, orders, approvals, plans, authorizations, concessions, franchises, and similar items relating to the protection of human health or the environment (including, but not limited to those pertaining to reporting, licensing, permitting, investigation and remediation), of all Governmental Agencies; and

               (ii) all applicable judicial, administrative, and regulatory decrees, judgments, and orders relating to the protection of human health or the environment, including, without limitation, all requirements pertaining to emissions, discharges, releases, or threatened releases of Hazardous Materials into the air, surface water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.

     C. “ Environmental Damages ” means all claims, judgments, damages, losses, penalties, fines, liabilities (including strict liability), encumbrances, liens, costs, and expenses (including the expense of investigation and defense of any claim, whether or not such claim is ultimately defeated, or the amount of any good faith settlement or judgment arising from any such claim) of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable (including without limitation reasonable attorneys’ fees and disbursements and consultants’ fees) any of which are incurred at any time as a result of the existence of Hazardous Material upon, about, or beneath the Property or migrating or threatening to migrate to or from the Property, or the existence of a violation of Environmental Requirements pertaining to the Property and the activities thereon, regardless of whether the existence of such Hazardous Material or the violation of Environmental Requirements arose prior to the present ownership or operation of the Property including, without limitation:

               (i) damages for personal injury, or injury to property or natural resources occurring upon or off of the Property, including, without limitation, lost profits, consequential damages, the cost of demolition and rebuilding of any improvements on real property, interest, penalties and damages arising from claims brought by or on behalf of employees of Tenant (with respect to which Tenant waives any right to raise as a defense against Landlord any immunity to which it is entitled under any worker’s compensation laws);

               (ii) fees, costs or expenses incurred for the services of attorneys, consultants, contractors, experts (and similar environmental professionals), laboratories and all other costs incurred in connection with the investigation or remediation of such Hazardous Materials in manner consistent with this Section 5.03 or violation of such Environmental Requirements, including, but not limited to, the preparation of any feasibility studies or reports or the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration or monitoring work required by any Governmental Agency under any Environmental Requirements or reasonably necessary to make full economic use of the Property in a manner consistent with its then current use, and including without limitation any attorneys’ fees, costs and expenses incurred in enforcing the provisions of this Lease or collecting any sums due hereunder;

               (iii) liability to any third person or Governmental Agency to indemnify such person or Governmental Agency for costs expended in connection with the items referenced in subparagraph (ii) above; and

               (iv) actual diminution in the fair market value of the Property to the extent resulting from the presence of Hazardous Materials at the Property in violation of this Lease, including without limitation any reduction in fair market rental value or life expectancy of the Property or the improvements located thereon or the restriction on the use of or adverse impact on the marketing of the Property or any portion thereof.

          D. “ Governmental Agency ” means all governmental agencies, departments, commissions, boards, bureaus or instrumentalities of the United States, states, counties, cities and political subdivisions thereof.

          E. The “ Tenant Group ” means Tenant, Tenant’s successors, assignees, guarantors, officers, members, managers, directors, agents, employees, contractors, invitees, permitees or other parties under the supervision or control of Tenant or entering the Property during the Lease Term at the request of or with the permission of Tenant. The

Tenant Group shall exclude Landlord or Landlord’s agents, contractors, invitees, permitees, employees, or other parties under the supervisions or control of Landlord.

          5.03.2 Prohibitions .

          A. Other than (a) normal quantities of general office and cleaning supplies used in the ordinary course of business, (b) Hazardous Materials used in the ordinary course of Tenant’s business in compliance with all applicable Environmental Requirements that are of such a nature and de minimus in amount that they would not reasonably be expected to result in any Environmental Damages, and (c) except as specified on Exhibit “D” attached hereto, Tenant shall not cause or permit any Hazardous Material to be brought upon, treated, kept, stored, disposed of, discharged, released, produced, manufactured, generated, refined or used upon, about or beneath the Property by the Tenant Group or any other person without the prior written consent of Landlord, not to be unreasonably withheld, conditioned, or delayed. From time to time during the Lease Term, Tenant may request Landlord’s approval of Tenant’s use of other Hazardous Materials, which approval shall not be unreasonably withheld, conditioned, or delayed, provided that to the extent a Hazardous Material is required for Tenant to operate its business consistent with the Permitted Use, Tenant’s use of such Hazardous Material shall be approved by Landlord so long as Tenant’s use is in strict compliance with all Environmental Requirements. Tenant shall, prior to the Lease Commencement Date, provide to Landlord for those Hazardous Materials described on Exhibit “D” : (a) a description of handling, storage, use and disposal procedures; and (b) all “community right to know” plans or disclosures and/or emergency response plans which Tenant is required to supply to local Governmental Agencies pursuant to any Environmental Requirements.

          B. Tenant shall not cause or permit the commission by the Tenant Group, or by any other person, of a violation of any Environmental Requirements upon, about or beneath the Property.

          C. Tenant shall neither create nor permit the Tenant Group to create any environmental lien, security interest or other similar charge or encumbrance with respect to the Property, including without limitation, any lien imposed pursuant to section 107(f) of the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. section 9607(l)) or any similar state statute.

          D. Except for the above-ground storage tanks identified on the attached Exhibit “D” for the storage of carbon dioxide, liquid nitrogen, and diesel fuel, respectively, the installation and operation of which are hereby authorized by Landlord (provided that Tenant’s installation and operation are in compliance with the requirements of this Section 5.03 and the plans and specifications for the installation of the same have been or will be approved by Landlord pursuant to the terms of this Lease), Tenant shall not install, operate or maintain any above or below grade tank, sump, pit, pond, lagoon or other storage or treatment vessel or device containing Hazardous Materials (collectively, “ Tanks ”) on the Property without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the above, to the extent a Tank is required for Tenant to operate its business consistent with the Permitted Use, Tenant’s use of such Tank shall be approved by Landlord so long as Tenant’s use is in strict compliance with all Environmental Requirements, and provided further that the prohibitions and consent requirements of this paragraph shall not apply to any storage vessel use by Tenant having a capacity of less than twenty (20) gallons.

          5.03.3 Indemnity .

          A. Tenant, its successors, assigns and guarantors, agree to indemnify, defend, reimburse and hold harmless:

               (i) Landlord; and

               (ii) any other person who acquires all or a portion of the Property in any manner (including purchase at a foreclosure sale) and who becomes entitled to exercise the rights and remedies of Landlord under this Lease; and

               (iii) the directors, officers, shareholders, employees, partners, members, managers, agents, contractors, subcontractors, licensees, affiliates, lessees, mortgagees, trustees, heirs, devisees, successors, assigns and invitees of such persons;

from and against any and all Environmental Damages which exist as a result of the activities or negligence of the Tenant Group relating to the Property, to the extent of the same, or which exist as a result of the breach of any warranty or covenant or the inaccuracy of any representation of Tenant contained in Section 5.03 of this Lease, or by Tenant’s remediation of the Property or failure to meet its obligations contained in Section 5.03 this Lease, provided that Tenant’s duty to remediate environmental conditions at or emanating from the Property (or to pay the costs of such remediation) shall be limited to the obligations set forth in Section 5.03.4 below.

          B. The obligations contained in this Section 5.03.3 shall include, but not be limited to, the burden and expense of defending all claims, suits and administrative proceedings, even if such claims, suits or proceedings are groundless, false or fraudulent, and conducting all negotiations of any description, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified persons. Landlord, at its sole expense, and without charge-back to Tenant, may employ additional counsel of its choice to associate with counsel representing Tenant.

          C. Landlord shall have the right but not the obligation to join and participate in, and jointly control, if it so elects at its sole expense and without charge-back to Tenant, any legal proceedings or actions initiated in connection with Tenant’s activities. Landlord may also jointly negotiate, defend, approve and appeal any action taken or issued by any applicable Governmental Agency with regard to contamination of the Property by a Hazardous Material.

          D. The obligations of Tenant in this Section 5.03.3 shall survive the expiration or termination of this Lease.

          E. The obligations of Tenant under this Section 5.03.3 shall not be affected by any investigation by or on behalf of Landlord, or by any information which Landlord may have or obtain with respect thereto, except as otherwise expressly provided in Section 5.03.11 below.

          5.03.4 Obligation to Remediate . Subject to the obligation of Tenant to indemnify Landlord pursuant to this Lease, Tenant shall, upon demand of Landlord, at its sole cost and expense and using contractors approved by Landlord (such approval not to be unreasonably withheld, conditioned, or delayed), promptly take all actions to remediate the Property and to mitigate Environmental Damages which are required by the Environmental Requirements or which are reasonably necessary to make full economic use of the Property (in a manner consistent with its then current use), which remediation and mitigation is necessitated from the presence upon, about or beneath the Property, at any time during or upon termination of this Lease (whether discovered during or following the Lease Term), of a Hazardous Material or a violation of Environmental Requirements existing as a result of the activities or negligence of the Tenant Group relating to the Property. Such actions shall include, but not be limited to, the investigation of the environmental condition of the Property, the preparation of any feasibility studies, reports or remedial plans, and the performance of any cleanup, remediation, containment, operation, maintenance, monitoring or restoration work required under this Section 5.03 , whether on or off the Property, which shall be performed in a manner approved by Landlord (such approval not to be unreasonably withheld, conditioned, or delayed).

          5.03.5 Right to Inspect . Subject to the inspection provisions of Section 16.28 of this Lease and the confidentiality provisions of Section 5.03.12 below, Landlord shall have the right in its sole and absolute discretion, but not the duty, to enter and conduct an inspection of the Property, including invasive tests (but any such invasive tests shall only be permitted following a reasonable determination that Hazardous Materials may have been introduced to the Property other than those Hazardous Materials previously approved by Landlord for use and which are used in compliance with all Environmental Requirements), at any reasonable time to as necessary to determine whether Tenant is complying with the terms of this Lease, including but not limited to the compliance of the Property and the activities thereon with Environmental Requirements and the existence of Environmental Damages as a result of the activities of the Tenant Group at the Property. Landlord shall have the right, but not the duty, to retain any independent professional consultant (the “ Consultant ”) to enter the Property to conduct such an inspection or to review any report prepared by or for Tenant concerning such compliance, provided that the Consultant shall agree to be bound by the provisions of Section 16.28 and Section 5.03.12 of this Lease. The cost of the Consultant shall be paid by Landlord except to the extent such investigation discloses a violation of any Environmental Requirement by the Tenant Group or the existence of a Hazardous Material on the Property or any other property caused by the activities or negligence of the Tenant Group at the Property (other than Hazardous Materials used in compliance with all Environmental Requirements and previously approved by Landlord), in which case Tenant shall pay the cost of the Consultant and Landlord shall promptly provide Tenant with a copy of all

reports, data and other documents prepared by Consultant in connection with its inspection, subject to Tenant’s compliance with the applicable confidentiality provisions of Section 5.03.12 below.

          5.03.6 Notification . If Tenant shall become aware of or receive notice or other communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of Tenant for Environmental Damages in connection with the Property or past or present activities of any person thereon, including but not limited to notice or other communication concerning any actual or threatened investigation, inquiry, lawsuit, claim, citation, directive, summons, proceeding, complaint, notice, order, writ, or injunction, relating to same, then Tenant shall deliver to Landlord within ten (10) days of the receipt of such notice or communication by Tenant, a written description of said violation, liability, or actual or threatened event or condition, together with copies of any documents evidencing same. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord to defend or otherwise respond to any such notification nor any liability of Tenant for the information contained in the notice.

          If requested by Landlord in writing, Tenant shall disclose to Landlord the names and amounts of all Hazardous Materials other than general office and cleaning supplies and other substances listed on the attached Exhibit “D” and referred to in Section 5.03.2 of this Lease, which are then being used, generated, treated, handled, stored or disposed of on the Property or, if known by Tenant, which Tenant intends to use, generate, treat, handle, store or dispose of on the Property. The foregoing in no way shall limit the necessity for Tenant obtaining Landlord’s consent pursuant to Section 5.03.2 of this Lease.

          5.03.7 Surrender of Property . In the ninety (90) days prior to the expiration or termination of the Lease Term, and for up to ninety (90) days after the later to occur of: (i) Tenant fully surrenders to Landlord exclusive possession of the Property; and (ii) the termination of this Lease, Landlord may have an environmental assessment of the Property performed in accordance with Section 5.03.5 of this Lease. Tenant shall perform, at its sole cost and expense, any clean-up or remedial work reasonably recommended by the Consultant that is required to remove, mitigate or remediate any Hazardous Materials and/or contamination of the Property caused by the activities or negligence of the Tenant Group to the extent such is required by Section 5.03.4 above.

          5.03.8 Assignment and Subletting . In the event this Lease provides that Tenant may assign this Lease or sublet the Property subject to Landlord’s consent and/or certain other conditions, and if the proposed assignee’s or sublessee’s activities in or about the Property involve the use, handling, storage or disposal of any Hazardous Materials other than those used by Tenant and in quantities and processes similar to Tenant’s uses in compliance with this Lease, Landlord may withhold its consent to such assignment or sublease if the risk of contamination posed by such activities is materially greater than that posed by Tenant’s activities.

          5.03.9 Storage Tanks . Without limiting the generality of the above provisions of this Section 5.03 , with respect to any above or underground storage tanks to be located on the Property by Tenant with Landlord’s consent, Tenant shall keep all permits and registrations current and shall provide Landlord with copies of all test results regarding such tanks, including without limitation, tightness testing and release detection results, all submissions to and correspondence with any Governmental Agency regarding such tests and provide copies of all plans for responding to releases from such tanks, including any and all SPCC (spill prevention control and countermeasure) plans. Tenant shall, within twenty-four (24) hours, notify Landlord of any release or suspected release from such tanks, and shall immediately commence corrective action and shall remediate any release in accordance with Section 5.03.4 above, unless Landlord specifically consents in writing to a lesser standard for remediation. Tenant shall comply with all requests by Landlord for reasonable, appropriate and lawful modifications to any spill prevention, investigation or remediation plan and in connection with any investigation or remediation to bring such plan, investigation or remediation into compliance with Environmental Requirements and shall allow Landlord to conduct its own testing in connection with any spill or release and provide Landlord with split samples of Tenant’s sampling upon Landlord’s written request.

          5.03.10 Survival of Hazardous Materials Obligation . Tenant’s material breach of any of its covenants or obligations under this Section 5.03 shall constitute a material default under this Lease. The obligations of Tenant under this Lease shall survive the expiration or earlier termination of this Lease without any limitation, and shall constitute obligations that are independent and severable from Tenant’s covenants and obligations to pay rent under this Lease.

          5.03.11 Landlord’s Representation and Warranty; Indemnity . As of the date of this Lease, Landlord represents and warrants to Tenant that to the best of Landlord’s actual knowledge (and except as otherwise disclosed in any environmental assessment report provided by Landlord to Tenant), the Property is free of any Hazardous Materials in

violation of any Environmental Requirements. For purposes of this Lease, “Landlord’s actual knowledge” shall be deemed to mean the actual knowledge (as opposed to implied, constructive or imputed) of R. Stan Conway. Notwithstanding anything to the contrary in this Section 5.03, Tenant shall have no liability of any kind to Landlord for, and Landlord shall indemnify, defend, reimburse and hold harmless Tenant and the other members of the Tenant Group from and against, any and all Environmental Damages resulting from (1) any pre-existing Hazardous Materials located on the Property as of the date of this Lease (the “Pre-existing Hazardous Materials ”), and (2) any Hazardous Materials caused or permitted to be located on the Property during the Lease Term (whether or not claims related to the same are brought during or after the Lease Term) by the Landlord Group (other than any Hazardous Materials located on the Property resulting from the activities or negligence of the Tenant Group), or Hazardous Materials contamination exacerbated by the Landlord Group during the Lease Term, to the extent of such exacerbation, and (3) any violations of Environmental Requirements by the Landlord Group during the Lease Term, including violations resulting from Landlord’s construction of the Building Shell Improvements as of the date of Substantial Completion of the Building Shell Improvements. During the construction of the Building Shell Improvements and at all other times during the Lease Term, Landlord shall comply with, and cause the other members of the Landlord Group to comply with, the applicable Environmental Requirements. The indemnity obligations of Landlord in this Section 5.03.11 shall survive the expiration or earlier termination of this Lease.

          5.03.12 Confidentiality of Information . Landlord agrees to maintain any information provided to it by the Tenant Group under this Section 5.03 , including any information provided on Exhibit “D” , as confidential (“ Confidential Information ”) and agrees not to provide such information to any third parties, including any Governmental Agency, without the express written consent of Tenant, which shall not be unreasonably withheld, conditioned, or delayed, except that, upon agreement to these confidentiality restrictions by the anticipated recipient, such information contained in this Lease may be provided to any accountants of Landlord in connection with the preparation of Landlord’s financial statements or tax returns, to agents or consultants of Landlord in connection with Landlord’s performance of its obligations under this Lease, to an assignee of this Lease or purchaser of the Property, to a lender or prospective lender, or to a person to whom disclosure is required in connection with any action brought to enforce this Lease. In the event Applicable Law requires Landlord to provide Confidential Information to a third party, including a Governmental Agency, Landlord shall give notice to Tenant of its intent to comply with such Laws at least five (5) days in advance of distributing the Confidential Information. Similarly, Tenant agrees to maintain any information provided to it by Landlord under this Section 5.03 , including any information provided pursuant to Section 5.03.5 above, as confidential (“ Landlord’s Confidential Information ”) and agrees not to provide such information to any third parties, including any Governmental Agency, without the express written consent of Landlord, which shall not be unreasonably withheld, conditioned, or delayed, except that, upon agreement to these confidentiality restrictions by the anticipated recipient, such information may be provided to any accountants of Tenant in connection with the preparation of Tenant’s financial statements or tax returns, to agents or consultants of Tenant in connection with Tenant’s performance of its obligations under this Lease, to an assignee of this Lease, to a lender or prospective lender, or to a person to whom disclosure is required in connection with any action brought to enforce this Lease. In the event Applicable Law requires Tenant to provide Landlord’s Confidential Information to a third party, including a Governmental Agency, Tenant shall give notice to Landlord of its intent to comply with such Laws at least five (5) days in advance of distributing Landlord’s Confidential Information.

          Section 5.04. Auctions and Signs . Tenant shall not conduct or permit any auctions or sheriff’s sales at the Property. Subject to Landlord’s prior written approval (which shall not be unreasonably withheld, conditioned, or delayed), and provided all signs are in keeping with the quality, design and style of the business park within which the Property is located, Tenant, at its sole cost and expense, may install an identification sign (“ Sign ”) at the Property; provided, however, that (i) the size, color, location, materials and design of the Sign shall be subject to Landlord’s prior written approval (which shall not be unreasonably withheld, conditioned, or delayed); (ii) the Sign shall comply with all applicable governmental rules and regulations and the Property’s covenants, conditions and restrictions; (iii) the Sign shall not be painted directly on the Building or attached or placed on the roof of the Building; and (iv) Tenant’s continuing signage right shall be contingent upon Tenant maintaining the Sign in a first-class condition. At Tenant’s written request and at Tenant’s sole cost, Landlord agrees to use commercially reasonable efforts to assist Tenant in maximizing the visibility of the Sign in relation to the Interstate 85 corridor, to the extent permitted by Applicable Laws. Tenant shall be responsible for all costs incurred in connection with the design, construction, installation, repair and maintenance of the Sign. Upon the expiration or earlier termination of this Lease, Tenant shall cause the Sign to be removed and shall repair any damage caused by such removal (including, but not limited to, patching and painting), all at Tenant’s sole cost and expense. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not been separately approved by Landlord, may be removed by Landlord, without notice by Landlord to Tenant at Tenant’s sole cost and expense.

     Section 5.05. Indemnity . Tenant shall indemnify, defend, protect and hold harmless Landlord (and Landlord’s affiliates, employees, agents, contractors, and property manager) from any and all costs, claims, loss, damage, expense and liability (including without limitation court costs, litigation expenses, and reasonable attorneys’ fees) incurred in connection with or arising from: (a) Tenant’s use of the Property, including, but not limited to, those arising from any accident, incident, injury or damage, however and by whomsoever caused (except to the extent of any claim arising out of Landlord’s sole active negligence or willful misconduct), to any person or property occurring on the Property; (b) the conduct of Tenant’s business or anything else done or permitted by Tenant to be done on the Property; (c) any breach or default in the performance of Tenant’s obligations under this Lease; (d) any misrepresentation or breach of warranty by Tenant under this Lease; or (e) other acts or omissions of Tenant. As a material part of the consideration to Landlord, Tenant assumes all risk of damage to property or injury to persons in or about the Property arising from any cause (including, but not limited to, those arising from a claim of negligence), and Tenant hereby waives all claims in respect thereof against Landlord, except to the extent of any claim arising out of Landlord’s sole active negligence or willful misconduct; provided, however, that this waiver is subject to Section 4.04(d)(iv) above. As used in this Section, the term “ Tenant ” shall include Tenant’s employees, agents, contractors and invitees, if applicable. The provisions of this Section 5.05 shall survive the expiration or earlier termination of this Lease with respect to any claims or liability occurring prior to such expiration or earlier termination, and shall constitute obligations that are independent and severable from Tenant’s covenants and obligations to pay rent under this Lease.

     Section 5.06. Landlord’s Access . Landlord reserves the right at all reasonable times and upon reasonable notice to Tenant to enter the Property to (i) inspect it; (ii) show the Property to prospective purchasers, mortgagees or tenants, or to the ground or underlying lessors; (iii) post notices of non-responsibility; (iv) alter, improve or repair the Property; or (v) place “For Sale” and, within the final nine (9) months of the Lease Term, “For Lease” signs on the Property. Notwithstanding anything to the contrary contained in this Section 5.06 , Landlord may enter the Property at any time to (A) perform services required of Landlord; (B) take possession due to any breach of this Lease, in the manner provided in this Lease, and consistent with applicable law; and (C) perform any covenants of Tenant which Tenant fails to perform within thirty (30) days following Landlord’s written notice and demand therefore, except in case of an emergency. Any such entries shall be without the abatement of Rent and shall include the right to t