CORPORATE PLACE I STANDARD FORM OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT, is made as of this sixteenth day of March, 2007, by CORPORATE PLACE I BUSINESS TRUST ("Landlord"), and COSTAR GROUP, INC., a Delaware corporation ("Tenant").

IN CONSIDERATION of the Rent hereinafter reserved and the agreements set forth in the General Terms and Conditions, and any and all Exhibits and Riders hereto, as well as any other schedules or attachments hereto, Landlord hereby leases to Tenant and Tenant rents from the Landlord the Premises, located in the Building within the Center, for the Term. Landlord and Tenant agree as follows.

1.   Summary of Lease Terms; Summary of Certain Defined Words and Phrases. The following is a summary of certain of the terms, defined words and phrases of this Lease. These shall have the following meanings, when used in the foregoing grant and in the following Sections, Subsections, Exhibits and Rider, in the attached General Terms and Conditions of Lease, and in all the other schedules or attachments, and are in addition to the definitions contained in Section 23 of the General Terms and Conditions to Lease.

1.1.   Advance Rent:   $63,334.46, representing the Monthly Installment of Basic Rent for the first month of the Term.

1.2.   Base Operating Costs: $5.60 per square feet of the Premises ($181,109.60).

1.3.   Base Taxes: The Taxes assessed in the Tax Year which commenced or which commences July 1, 2007.

1.4.   Basic Rent:   The annual sum of $760,013.50 payable in equal consecutive monthly installments of $63,334.46 with respect to the first Lease Year of the Term, thereafter subject to the Basic Rent Adjustment as provided in Section 5.2 of the General Terms and Conditions to Lease.

1.5.   Basic Rent Adjustment:   For the second and each successive Lease Year, three percent (3.0%). Basic Rent shall be payable during the Term in accordance with the following schedule:

1.6.   Building:   The building situate within the Center and having the address of 8140 Corporate Drive, White Marsh, Maryland 21236, as shown on Exhibit A-1 , and containing 75,687 square feet as of the date hereof.

1.7.   Center:   That certain office/industrial development consisting of a parcel of land containing 5.02667 acres, more or less, and shown and designated as Lot 105A on a plat entitled “First Amended Plat Corporate Place”, which plat is recorded among the Land Records of Baltimore County, Maryland as Plat SM No. 74, folio 38, and including the Building and all other buildings or other improvements now existing or hereafter to be constructed thereon, all generally as shown on Exhibit A-1 .

1.8.   Commencement Date:   The date upon which Landlord tenders possession of the Premises to Tenant following Substantial Completion of the Leasehold Improvements, as further provided in Section 3 of the General Terms and Conditions to Lease.

1.9.   Common Area Factor: 12% of the area of the Premises measured as provided in Section 1 of the General Terms and Conditions to Lease and in accordance with the BOMA Method, American National Standard ANSI/BOMA Z65.1-1996.

1.10.   Deposit:   The aggregate of (a) the Advance Rent, which shall be held until the Commencement Date and then applied as provided in Section 1.1, plus (b) $71,283.49, which shall be held by Landlord and applied as provided in Subsection 5.7 of the General Terms and Conditions.

1.11.   Landlord's Notice Address:   Care of Corporate Office Properties Trust, 6711 Columbia Gateway Drive, Suite 300, Columbia, Maryland 21046.

1.12.   Landlord's Rental Payment Address:   Care of Corporate Office Properties, L.P., P.O. Box 64521, Baltimore, Maryland 21264-4521.

1.13.   Named Broker:   Lincoln Property Company.

1.14.   Permitted Use:   The use of the Premises as commercial office space.

1.15.   Premises; Rentable Area of the Premises:   That portion of the Building leased by Tenant from Landlord and shown outlined on Exhibit A-2 , containing a total of 32,341 square feet (26,534 square feet of which is located on the third floor of the Building and 5,807 square feet of which is located on the first floor of the Building)(the “Rentable Area of the Premises”), including any Common Area Factor indicated in Section 1.9 and known and designated as Suites 100 & 300, subject to measurement and confirmation as further described in Section 1 of the General Terms and Conditions to Lease.

1.16.   Tenant's Notice Address:   The term CoStar Group, Inc., 2 Bethesda Metro Center, 10th Floor, Bethesda, Maryland 20814, Attn.: Martha Sichol, Director of Facilities and Administration.

1.17.   Term:   A period of sixty (60) calendar months plus the fractional part of a calendar month (if any) commencing on the Commencement Date.

2.   Exhibits.   The following Exhibits are attached to this Lease, and such documents, as well as all drawings and documents prepared pursuant thereto, shall be deemed to be a part hereof:

Exhibit A-1   -   Site Plan of Center

Exhibit A-2   -   Floor Plan or other Depiction of Location of Premises

Exhibit A-3   -   Restricted Parking and Smoking Zones

Exhibit B   -   Construction Provisions for Leasehold Improvements

Exhibit B-1   -   Base Building/Leasehold Improvements Delineation and Building Standard Specifications for Leasehold Improvements

Exhibit B - 2   -   Time Schedule for Construction

Exhibit C   -   Rules and Regulations

Exhibit D   -   Form of Commencement Date Letter

3.   General Terms and Conditions.   The General Terms and Conditions to Lease, numbered as Sections 1 through 23, attached hereto, are an integral part of this Lease and are incorporated herein by reference.

4.   Rider.   Any Rider to Lease which is attached hereto and dated of even date is intended to be an integral part of this Lease and is incorporated herein by reference.

IN WITNESS WHEREOF, the parties hereto have executed this Office Lease Agreement, or have caused the same to be executed on their respective behalves by their duly authorized representatives, the date and year first above written.

On this 16th day of March, 2007, before me, the undersigned officer, personally appeared Roger A. Waesche, Jr. who acknowledged himself to be the President of Commercial Property Investors Trust, LLC, a Maryland corporation, which is Trustee of Corporate Place I Business Trust, a Maryland business trust, and on behalf of said limited liability company and said trust, did acknowledge that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of such limited liability company as such Trustee by himself as such officer.

Notary Public

On this 9th day of March, 2007, before me, the undersigned officer, personally appeared Frank Carchedi who acknowledged himself/herself to be the C.F.O. of Costar Group, Inc., a Delaware corporation, and on behalf of said corporation did acknowledge that he/she as such officer being authorized so to do executed the foregoing Lease for the purposes therein contained by signing the name of the corporation by himself/herself as such officer.

Notary Public

1.   Completion of Final Plans and Specifications.   On or before February 23, 2007, Tenant shall provide Landlord with the proposed Plans and Specifications for Landlord’s review and approval. Within five (5) business days following Landlord’s receipt of the proposed Preliminary Plans and Specifications, Landlord shall review and approve the same or shall provide comments to Tenant suggesting further revisions to the same. Thereafter the parties shall cooperate and exercise commercially reasonable efforts and due diligence to complete and finalize the Preliminary Plans and Specifications (the “Final Plans and Specifications”) by April 16, 2007. Notwithstanding anything to the contrary set forth in this Lease, “Final Plans and Specifications” shall be deemed to include all architectural drawings, construction drawings and mechanical, engineering and plumbing drawings such that Landlord is able to obtain any required permits in connection with the commencement of the construction described herein. Attached hereto as Exhibit B-2 is a proposed time schedule (the “Proposed Time Schedule”) generally providing for the parties’ expectations of completion of the construction of the Leasehold Improvements. The parties acknowledge that the time periods set forth on Exhibit B-2 solely reflect the anticipated times for completion of the stages of construction of the Leasehold Improvements and agree to use commercially reasonable efforts to follow the such time periods.

2.     Compliance with Base Building/Leasehold Improvements Delineation and Building Standard Specifications for Leasehold Improvements.   Attached hereto as Exhibit B-1 are the Base Building/Leasehold Improvements Delineation and the Building Standard Specifications for Leasehold Improvements (the “Base Building Standards”). The construction of the Leasehold Improvements shall be performed in accordance with the Base Building Standards.

3.   Compatibility with Existing Improvements.   Notwithstanding anything to the contrary set forth herein, the Leasehold Improvements shall be compatible with existing Building systems. The cost of any supplementation, expansion, replacement or reinforcement of the existing Building systems necessitated by or in connection with the design of the Leasehold Improvements shall be borne solely by Tenant, subject to the Allowance set forth below unless such Allowance has been fully expended in which event, Tenant shall pay such costs at its sole cost and expense.

4.   Construction of Premises. Promptly following the completion of Final Plans and Specifications and determination of final pricing of completion of Leasehold Improvements based on the Final Plans and Specifications, the Leasehold Improvements shall be constructed within the Premises for Tenant's use and occupancy in accordance with the Final Plans and Specifications and as further provided below.

5.   Changes to Preliminary Plans and Specifications, Final Plans and Specifications; Adjustment to Basic Rent.

5.1.   The parties acknowledge and agree that the Basic Rent set forth in Lease Section 1 incorporates Landlord's allowance in the amount of One Million, One Hundred Thirty-One Thousand, Nine Hundred Thirty-Five Dollars ($1,131,935.00) toward the cost of completion of the Leasehold

5.2.   Landlord shall notify Tenant of any Proposed Adjustment when Landlord notifies Tenant of Landlord's approval of the Final Plans and Specifications or when Tenant requests changes to the Final Plans and Specifications during the course of Leasehold Improvement construction. In either case Tenant shall have five (5) days (not counting any intervening Saturday, Sunday or holiday) following the date of receipt of Landlord's notice of a Proposed Adjustment within which to accept or reject the same, and Tenant shall be deemed to have accepted and approved the Proposed Adjustment unless Tenant shall have given Landlord Notice to the contrary within such five (5) day period.

5.3.   If Tenant rejects Landlord's Proposed Adjustment made during preparation of the Final Plans and Specifications then Tenant shall be required to revise its proposed Final Plans and Specifications in order to permit the Leasehold Improvements to be constructed for a sum not to exceed the Allowance. If Tenant fails or refuses to make such revisions and to resubmit conforming Final Plans and Specifications within ten (10) business days following the date of Tenant's original notice rejecting Landlord's Proposed Adjustment, then Landlord may make the appropriate revisions to the proposed Final Plans and Specifications so as to conform the same to the Preliminary Plans and Specifications and so that the Leasehold Improvements may be constructed for a cost not to exceed the Allowance (in which case Landlord's costs in making and/or reviewing such plans revisions shall be charged to Tenant as Additional Rent) or else, and at Landlord's sole option and discretion.

5.4.   If Tenant rejects Landlord's Proposed Adjustment made in response to Tenant's request during construction for changes to the Final Plans and Specifications then Landlord shall not be obligated to accept such proposed change or to perform or allow to be performed any construction in accordance with any such proposed change. If, however, Tenant accepts a Proposed Adjustment (either by failure of response or else by express notice of acceptance given within the required five (5) day period as above set forth) then Tenant agrees to execute and acknowledge such instruments confirming such acceptance as Landlord may from time to time require, in which case Landlord shall construct or allow to be constructed all of the Leasehold Improvements required by the Final Plans and Specifications, including all agreed-upon changes thereto.

6.   Construction Contract; Subcontracts; Permits.

6.1.   The contract for construction of the Leasehold Improvements shall be competitively bid to no less than three (3) general contractors approved in advance by Landlord, one of which shall be Landlord’s contractor and one of which shall be a contractor selected by Tenant. Such construction shall be performed by the contractor offering the lowest bid (or in the alternative, by a contractor not offering the lowest bid provided such contractor is approved by Landlord in its reasonable discretion), in general accordance with the Proposed Time Schedule attached hereto as Exhibit B-2 and pursuant to a contract generally providing for the completion of the Leasehold Improvements in accordance with the Final Plans and Specifications for a price equal to such contractor's cost of Leasehold Improvements (subcontractors' prices plus fees, design costs and permits) plus a fixed percentage of the

6.2.   If the selected contractor is a contractor other than Landlord’s contractor, then Landlord shall receive a supervisory fee in the amount of three percent (3%) of the cost of the Leasehold Improvements which supervisory fee shall, in any event, not exceed Forty Thousand Dollars ($40,000.00) and shall be deducted from the Allowance, for which Landlord will oversee the construction performed by the general contractor to ensure (i) compliance with the rules and regulations set forth in the Lease and as established for the Building and the Center generally, (ii) that the construction does not interfere with other tenants’ uses of their respective premises or the Common Areas of the Building and (iii) that the Leasehold Improvements are in compliance with building standard qualities.

6.3.   The contractor performing the construction of the Leasehold Improvements shall obtain all permits required in connection with such work, and the cost of all fees in connection with the issuance of such permits shall be included within the Allowance or otherwise reimbursed by Tenant unless the parties otherwise agree in writing. Notwithstanding the foregoing, Landlord shall obtain the certificate of occupancy.

6.4.   At all times during construction, the general contractor and any subcontractors shall adhere to Landlord’s rules and regulations regarding construction activities as the same may be established by Landlord from time to time. Upon completion of the Leasehold Improvements, the general contractor shall provide Landlord with as-built drawings, operating manuals and lien waivers with respect to the same.

This summary is intended to describe in general terms the Landlord’s Building Standard Specifications for the construction of Leasehold Improvements. This summary is not intended to be used for bidding and construction. Refer to the companion document ‘Building Standard Specifications Manual for Tenant Improvements’ dated February 3, 2004 r.2 for procedures, design criteria and detailed construction specifications.

Partitions Drywall on metal studs carried to the underside of ceiling grid. Demising partitions are carried to the underside of the structural deck. Partitions around conference rooms, kitchens, lunchrooms and copy rooms receive sound attenuating insulation.

Doors & Frames Primary entrance to the Premises from a multi-tenant corridor is Landlord’s standard ‘Typical Recessed Tenant Suite Entry’ design. Entrance Door standard is a 3’ x 8’ flush solid-core stained wood door set in a satin aluminum frame with an integral sidelight. Hardware is a mortised, satin chrome finish lever lockset and a satin chrome plated closer. Interior Door standard is a 3’ x 7’ flush solid-core stained wood veneer door set in a painted hollow metal frame. Hardware is a cylindrical, satin chrome finish lever latchset.

Wall Finish All walls are painted with primer plus two coats of eggshell latex paint, one color throughout. At Tenant’s option, other finishes such as accent paint, vinyl wallcovering and fabric wallcovering may be used in the reception area, conference rooms and private offices.

Ceilings 2’ x 4’ Celotex “Baroque Customline” acoustic ceiling tile for all areas within the Premises. First floor ceiling height is 9’-0” above finished floor. Second Floor ceiling height is 9’-0” AFF. At Tenant’s option, drywall bulkheads and soffits may be incorporated in the design of the Premises.

Flooring 26 oz. patterned level-loop nylon carpet, equal to “Bar None” by Designweave for all areas within the Premises. At Tenant’s option, 30 oz. nylon solid color cut-pile carpet, equal to “Windswept Esq.” by Designweave in conference rooms and private offices. Tenant to select one color from standard binder options. In lieu of carpet, kitchens, lunchrooms, storage rooms and utility areas are to receive vinyl composition tile. 4” high charcoal gray vinyl cove base installed throughout the Premises.

Kitchens At Tenant’s option, kitchen/coffee areas may be incorporated in the design of the Premises. Standard is flush plastic laminate faced upper and lower cabinets with plastic laminate countertop, sink, plumbing and electrical connections for Tenant supplied appliances.

Mechanical A complete heating and cooling system including ductwork, VAV boxes, perimeter supply diffusers, interior supply diffusers and return air grilles. Computerized DDC temperature controls are linked to electronic thermostats located within the Premises. Kitchens and lunchrooms have an exhaust fan ducted to the roof.

Fire Sprinklers Sprinkler heads are chrome recessed pendant style.

General Office Lighting 2’ x 4’ 18-cell high-efficiency parabolic fluorescent light fixtures throughout the Premises. At Tenant’s option other specialty light fixtures may be incorporated in the design of the Premises, including fluorescent downlights and fluorescent wallwashers.

Communications Ring and pull string from telephone/data jack locations to the ceiling plenum. Tenant shall be responsible for all telephone and data wiring to the switch/router within the Premises and to the telephone/data service provider interface in the Main Electric Room.

1.   The Common Areas shall not be obstructed or encumbered by any tenant or used for any purpose other than ingress and egress to and from its premises, and no tenant shall permit any of its employees, agents, licensees or invitees to congregate or loiter in any of the Common Areas.

2.   No tenant shall invite to, or permit to visit, its premises persons in such numbers or under such conditions as may interfere with the use and enjoyment by others of the Common Areas.

3.   Fire exits and stairways are for emergency use only, and they shall not be used for any other purposes by any tenant, or the employees, agents, licensees or invitees of any tenant.

4.   Landlord reserves the right to control and operate, and to restrict and regulate the use of, the Common Areas in such manner as it deems best for the benefit of the tenants generally, including the right to allocate certain elevators (in elevator-service buildings) for delivery service, and the right to designate which Building entrances shall be used by persons making deliveries in the Building.

5.   No doormat of any kind whatsoever shall be placed or left in any public hall or outside any entry door of any premises.

6.   No awnings or other projections shall be attached to the outside walls of the Building.

7.   No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of any tenant's premises, without the consent of Landlord. Such curtains, blinds, shades or screens must be of a quality, type, design and color, and attached in the manner, approved by Landlord. In order that the Building can and will maintain a uniform appearance to those persons outside of the Building, each tenant occupying the perimeter areas of the Building shall (i) use only building standard lighting in areas where lighting is visible from the outside of the Building and (ii) use only building standard blinds in window areas which are visible from the outside of the Building. [SEE RIDER]

8.   No sign, insignia, advertisement, lettering, notice or other object shall be exhibited, inscribed, painted or affixed by any tenant on any part of the exterior or interior of any tenant's premises or the Building or on doors, corridor walls, the Building directory or in the elevator cabs without the prior approval of Landlord as to size, color, style, content and location and tenant shall obtain all necessary approvals and permits from governmental or quasi-governmental authorities in connection with such signs. Such signs shall, at the expense of each tenant, be inscribed, painted or affixed by sign-makers approved by Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove such signs without any liability, and may charge the expense incurred in such removal and subsequent surface restoration to the tenant or tenants violating this Rule. [SEE RIDER]

9.   No bicycles, vehicles, animals (except seeing eye dogs) fish or birds of any kind shall be brought into, or kept in or about any premises within the Building.

10.   No noise, including, but not limited to, music, the playing of musical instruments, recordings, radio or television, which, in the judgment of Landlord, might disturb other tenants in the Building, shall be made or permitted by any tenant. Nothing shall be done or permitted by any tenant which would impair or interfere with the use or enjoyment by any other tenant or any other space in the Building. [SEE RIDER]

11.   Nothing shall be done or permitted in the tenant's premises, and nothing shall be brought into, or kept in or about the premises, which would impair or interfere with any of the HVAC, plumbing, electrical, structural components of the Building or the services of the Building or the proper and economic heating, cleaning or other services of the Building or the premises, nor shall there be installed by any tenant any ventilating, air-conditioning, electrical or other equipment of any kind which, in the judgment of Landlord, might cause any such impairment or interference. No tenant, nor the employees, agents, licensees or invitees of any tenant, shall at any time bring or keep upon the premises any flammable, combustible or explosive fluid, chemical or substance. [SEE RIDER]

12.   No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes be made in locks or the mechanism thereof. Duplicate keys for the premises and lavatories shall be procured only from Landlord, and Landlord may make a reasonable charge for the same. Tenant shall not permit any duplicate keys to be made. Each tenant shall, upon the expiration or sooner termination of the Lease of which these Rules and Regulations are a part, turn over to Landlord all keys to stores, offices and lavatories, either furnished to, or otherwise procured by, such tenant, and in the event of the loss of any keys furnished by Landlord, such tenant shall pay to Landlord the cost of replacement locks.

13.   All removals, or the carrying in or out of any safes, freight, furniture, packages, boxes, crates or any other object or matter of any description shall take place only during such hours and in such elevators as Landlord may from time to time determine, which may involve overtime work for Landlord's employees. Tenant shall reimburse Landlord for extra costs incurred by Landlord including reserving the right to inspect all objects and matter to be brought into the Building and to exclude from the Building all objects and matter which violate any of these Rules and Regulations or the Lease of which these Rules and Regulations are a part. Landlord may require any person leaving the Building with any package or other object or matter to submit a pass, listing such package or object or matter, from the tenant from whose premises the package or object or matter is being removed, but the establishment and enforcement of such requirement shall not impose any responsibility on Landlord for the protection of any tenant against the removal of property from the premises of such tenant. Landlord shall in no way be liable to any tenant for damages or loss arising from the admission, exclusion or ejection of any person to or from the premises or the Building under the provisions of these Rules and Regulations. [SEE RIDER]

14.   No tenant shall use or occupy, or permit any portion of its premises to be used or occupied, as an office for a public stenographer or public typist, or for the possession, storage, manufacture or sale of narcotics or similar dangerous substances or as a barber, beauty or manicure shop, telephone or telegraph agency, telephone or secretarial service, messenger service, wholesale or discount shop for sale of merchandise, retail service shop, labor union, classroom, company engaged in the business of renting office or desk space, or as a hiring or employment agency, or as a storage area for goods, wares or merchandise, except for usual storage of supplies to be used by the tenant in the conduct of its business. No tenant shall engage or pay any employee on its premises, except those actually working for such tenant on the premises, nor advertise for laborers giving an address at the Building. Except as specifically approved by Landlord in writing, no tenant shall use its premises or any part

15.   Landlord shall have the right to prohibit any advertising or identifying sign for or by any tenant which, in the judgment of Landlord, tends to impair the appearance or reputation of the Building or the desirability of the Building as a building for offices, and upon written notice from Landlord such tenant shall refrain from and discontinue such advertising or identifying sign. [SEE RIDER]

16.   Each tenant, before closing and leaving its premises at any time, shall see that all lights, typewriters, copying machines and other electrical equipment are turned off. All entrance doors in its premises shall be kept securely locked by each tenant when its premises are not in use. Entrance doors shall not be left open at any time.

17.   No tenant's premises shall be used for lodging or sleeping, for the preparation of foods or for any illegal purpose.

18.   The requirements of tenants will be attended to only upon application at the office of the Building, if any, or otherwise at the offices of Landlord or of Landlord’s managing agent of the Center. Employees of Landlord shall not perform any work or do anything outside of their regular duties, unless under special instructions from Landlord.

19.   Canvassing, soliciting, peddling and panhandling in the Building are prohibited and each tenant shall cooperate to prevent the same.

20.   There shall not be used in any space, or in the Common Areas of the Building, either by any tenant or by others, in the moving, delivery or receipt of safes, freight, furniture, packages, boxes, crates, paper, office material or any other matter or thing, any hand trucks except those equipped with rubber tires, side guards and such other safeguards as Landlord shall require.

21.   No tenant shall cause or permit any odors of cooking or other processes, or any unusual or objectionable odors, to emanate from its premises which would annoy other tenants or create a public or private nuisance. No cooking shall be done in a tenant's premises except as is expressly permitted in the Lease of which these Rules and Regulations are a part, or otherwise consented to in writing by the Landlord. [SEE RIDER]

22.   All paneling, door, trim or other wood products not considered furniture shall be treated with fire-retardant materials. Before installation of any such materials, certification of the materials' fire-retardant characteristics shall be submitted to and approved by Landlord, and all such materials shall be installed in a manner approved by Landlord.

23.   Whenever any tenant shall submit to Landlord any plan, agreement or other document for the consent or approval of Landlord, such tenant shall pay to Landlord, on demand, a processing fee in the amount of the reasonable fees for the review thereof, including the services of any architect, engineer or attorney employed by Landlord to review such plan, agreement or document. [SEE RIDER]

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24.   Plumbing facilities shall not be used for any purpose other than those for which they were constructed; and no sweepings, rubbish, ashes, newspapers or other substances of any kind shall be thrown into them. Waste and excessive or unusual use of electricity or water is prohibited.

25.   No contract of any kind with any supplier of towels, water, ice, toilet articles, waxing, rug shampooing, venetian blind washing, furniture polishing, lamp servicing, cleaning of electrical fixtures, removal of waste papers, rubbish or garbage, or other like service shall be entered into by any tenant, nor shall any vending machine of any kind be installed in the Building or on or about the Center without the prior written consent of the Landlord. [SEE RIDER]

26.   When electric wiring or data or telecommunications cabling of any kind is introduced, it must be connected as directed by Landlord, and no stringing or cutting of wires will be allowed, except with the prior written consent of Landlord, and shall be done only by contractors approved by Landlord. The number and locations of telephones, telecommunication instruments, electric appliances, call boxes, etc., shall be subject to Landlord's approval. No wires shall be run in any part of the Building except by or under the direction of the Landlord.

27.   No tenant shall lay linoleum or other similar floor covering so that the same shall be in direct contact with the floor of the premises; and if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor by a paste or other material, the use of cement or other similar adhesive material being expressly prohibited.

28.   To the extent that janitorial services are provided by Landlord, Tenant shall not employ any person or persons other than Landlord's janitors for the purpose of cleaning its premises, without prior written consent of Landlord. Landlord shall not be responsible to any tenant for any loss of property from its premises however occurring, or for any damage done to the effects of any tenant by such janitors or any of its employees, or by any other person or any other cause. Any janitor's service furnished by Landlord does not include the beating or cleaning of carpets or rugs. [SEE RIDER]

29.   Landlord hereby reserves to itself any and all rights not granted to tenant hereunder, including, but not limited to, the following rights which are reserved to Landlord for its purposes in operating the Building: (i) the exclusive right to use of the name of the Building for all purposes, except that a tenant may use the name as its business address and for no other purposes; (ii) the right to change the name or address of the Building, without incurring any liability to any tenant for so doing; (iii) the right to install and maintain a sign or signs on the exterior of the Building; (iv) the exclusive right to use or dispose of the use of the roof of the Building; (v) the right to limit the space on the directory of the Building to be allotted to a tenant; and (vi) the right to grant anyone the right to conduct any particular business or undertaking in the Building. [SEE RIDER]

30.   Tenant and its employees shall park their cars only in those paved portions of the Common Areas as designated by Landlord. In no event shall Tenant, its officers, employees or agents park in the spaces designated as “No Parking Zone” or “Visitor and Handicap Parking Zone” on Exhibit A-3. Any vehicle parked in any other location on the Center or within public road rights-of-way may be towed without notice at the expense of the tenant responsible therefor.

31.   Tenant shall observe, and shall cause its employees and invitees to observe, all applicable governmental ordinances regarding the use of tobacco products in and around the Building and within the Center; and Tenant shall observe, and shall cause its employees and invitees to observe, all other restrictions or limitations on the use of lighted tobacco products within the Center as may be prescribed

32.   Landlord shall have the right to close and securely lock the Building during generally accepted holidays and during such other times as Landlord may deem advisable for the security of the Building and its tenants; except in the case of such holidays, or an emergency, Landlord shall give Tenant twenty-four (24) hours notice before so closing and securely locking the Building, and Landlord shall make a reasonable effort to assure access to the Leased Premises by Tenant.

33.   All chairs in carpeted areas shall have carpet shields or other similar devices to protect the carpeting.

34.   All glass, locks and trimming, in or about the doors and windows of the premises and all electric fixtures on the premises which belong to the Building shall be kept whole, and whenever broken by tenant or such tenant's employees, agents, guests, invitees or licensees, such tenant shall immediately notify Landlord of the breakage. This breakage shall be repaired by Landlord at the tenant's expense or may be repaired by such tenant at tenant's expense at the option of the Landlord.

35.   Landlord reserves the right to rescind, alter, waive or add, any rule or regulation at any time prescribed for the Building when, in the judgment of Landlord, Landlord deems it necessary or desirable for the reputation, safety, character, security, care, appearance or interests of the Building, or the preservation of good order therein, or the operation or maintenance of the Building, or the equipment thereof, or the comfort of tenants or others in the Building. No rescission, alteration, waiver or addition of any rule or regulation in respect of one tenant shall operate as a rescission, alteration or waiver in respect of any other tenant. [SEE RIDER]

36.   Any breach by Tenant of any of the foregoing Rules and Regulations, or any other rules or regulations contained in the Lease or hereafter promulgated by Landlord pursuant to its reserved powers contained in the Lease, if not remediated by Tenant within five (5) days following written notice by Landlord, will result in the imposition of a penalty for breach in the amount of Twenty-Five Dollars ($25.00) for each day of infraction, accounting from the date of Landlord's notice until remediation of the breach. The penalties imposed by this section shall be in addition to all other rights and remedies inuring to Landlord under the Lease in case of Tenant's breach, specifically including the right of self-help as therein set forth.

Date:

{TENANT}

Tenant Address

Greetings:

This Commencement Date Letter is issued in accordance with Section 3 of the General Terms and Conditions to the above-referenced Lease.

Landlord certifies the Substantial Completion of all Leasehold Improvements required to be installed in the Premises, and tenders possession of the Premises to Tenant.

The Commencement Date of the Lease is {COMMENCEMENT DATE}.

The termination date of the Lease is {TERMINATION DATE}.

_____________________, as Managing Agent for Landlord

By:      

These are the General Terms and Conditions to Agreement of Lease and are attached to that CORPORATE PLACE I STANDARD FORM OFFICE LEASE AGREEMENT between NOTTINGHAM VILLAGE, INC., as Landlord, and the Tenant named therein.

Landlord agrees to lease the Premises, located in the Building within the Center, to the Tenant and Tenant agrees to rent and accept the same from the Landlord, subject to these General Terms and Conditions and the provisions of the Exhibits and any Rider and Addenda to the Lease. Upon request by Tenant made following Substantial Completion of the Leasehold Improvements and prior to the Commencement Date, the exact rentable square footage of the Premises will be determined by the measurement of the Premises by the space planner and/or architect responsible for the preparation of the Final Plans and Specifications. Such measurement shall be in accordance with the standards and definitions established by the BOMA Method, American National Standard ANSI/BOMA Z65.1-1996, as amended, and shall be binding upon the parties. If such measurement discloses that the Rentable Area of the Premises is other than as specified in Lease Section 1 then the Rent and Tenant’s Proportionate Share shall be adjusted accordingly. [SEE RIDER]

2.    Quiet Possession.  

Following the Commencement Date Tenant shall peaceably and quietly have, hold and enjoy the Premises without hindrance, ejection or molestation by Landlord or any person lawfully claiming through or under Landlord. This covenant is subject to the provisions of this Lease and to any Superior Lessor and any Superior Mortgage and shall apply if and so long as Tenant pays all Rent due hereunder, performs and observes the other terms and covenants to be performed and kept by it as provided in this Lease, and complies with Legal Requirements. This covenant shall be construed as a covenant running with the land, and is not a personal covenant of Landlord, except to the extent of Landlord's interest in this Lease and only so long as such interest shall continue, and thereafter this covenant shall be binding only upon subsequent successors in interest of Landlord's interest in this Lease, to the extent of their respective interests, as and when they shall acquire the same, and so long as they shall retain such interest. [SEE RIDER]

3.    Term.  

The Term of this Lease shall commence upon the Commencement Date and shall end on the last day of the last calendar month of the Term (unless sooner terminated pursuant to the provisions of this Lease). The Commencement Date shall be conclusively confirmed by Landlord to Tenant in writing by delivery of a Commencement Date Letter in the form of Exhibit D . Beginning with the complete execution of this Lease, but prior to the Commencement Date, Tenant shall be subject to all of the terms and provisions of this Lease excepting only those requiring the payment of Rent and respecting possession, occupancy, care and maintenance of the Premises. If Tenant is afforded possession, use or occupancy of the Premises prior to the Commencement Date then Tenant shall be subject to all of the terms and provisions of this Lease excepting only those requiring the payment of Rent. [SEE RIDER]

4.    Construction and Delivery of the Premises.

4.1.    Completion of Leasehold Improvements; Delivery. Prior to the Commencement Date Landlord shall complete Leasehold Improvements to the extent provided in Exhibit B . Otherwise, the Premises are leased to Tenant in "As-Is" condition and without any obligation of Landlord to construct improvements or perform any other work in the Premises. [SEE RIDER]

4.2.    Acceptance of Premises. By its acceptance of keys to the Premises, or by opening for business or otherwise occupying the Premises, Tenant shall be deemed to have accepted the Premises, to have acknowledged that they are in the condition called for hereunder and to have agreed that the obligations of Landlord imposed for the delivery of the Premises have been fully performed, subject to the completion of so-called "punch-list" items agreed to in writing by the parties as of the Commencement Date. [SEE RIDER]

5.    Rent.

Tenant covenants and agrees to pay to Landlord during the Term, as Rent for the Premises, the aggregate of all Basic Rent and Additional Rent due hereunder, as provided in this Section.

5.1.    Basic Rent. The Basic Rent shall be payable in equal Monthly Installments of Basic Rent in advance on the first day of each full calendar month during the Term, without any deduction or setoff whatsoever, and without demand. Tenant shall pay the Advance Rent to Landlord concurrently with the signing of this Lease. The first monthly payment due following the Commencement Date shall include any prorated Basic Rent for the period from the Commencement Date to the first day of the first full calendar month. [SEE RIDER]

5.2.    Basic Rent Adjustmentseq level1 0.2. Basic Rent Adjustment". Commencing with the second Lease Year and continuing each Lease Year thereafter for the remainder of the Term, the Basic Rent shall be increased by an amount equal to the product of the Basic Rent Adjustment multiplied by the Basic Rent paid by Tenant during the Lease Year preceding each annual increase. The Basic Rent Adjustment shall apply during the original Term and any extended or renewal term of this Lease unless otherwise expressly provided in any Attachment, or amendment to this Lease.

5.3.    Additional Rent. Tenant shall pay all elements of Additional Rent due under this Lease at the times and in the manner prescribed below.

5.4.    Late Charge For Failure to Pay Rent and Additional Rent. All sums payable as Basic Rent or Additional Rent shall be paid by Tenant to Landlord's Rental Payment Address, or at such other address as Landlord may from time to time designate by Notice given to Tenant care of Tenant's Notice Address. If any check tendered by Tenant in payment of Rent is dishonored upon presentment for payment, then Landlord, in addition to all other rights and remedies contained in this Lease, may assess a dishonor charge of Fifty Dollars ($50.00); and Landlord shall thereafter have the right to insist that all of Tenant's further payments be made by certified check. If Tenant fails to pay any Basic Rent or any Additional Rent within ten (10) days of the time it is due and payable (including deemed failure to pay due to dishonor of Tenant's check upon presentation for payment), then Landlord, in addition to all other rights and remedies contained in this Lease, may assess a late charge against Tenant in the amount of Five Hundred Dollars ($500.00). Additionally, if Tenant fails to pay any Basic Rent or any Additional Rent when due and payable, then such unpaid amounts shall bear interest from the due date thereof to the date of payment at the Reimbursement Rate together with Landlord’s Fees and Costs incurred in collecting any delinquent Rent due hereunder. [SEE RIDER]

5.5.    All Charges Constitute Rent. Every amount payable by Tenant to or on behalf of Landlord under this Lease, whether or not expressly denominated as Basic Rent or Additional Rent, and including all Fees and Costs, shall constitute and shall be referred to as "Rent" for the purposes of this Lease as well as Section 502(b)(6) of the Bankruptcy Code, 11 U.S.C. § 502(b)(6).

5.6.    Adjustment of Proportionate Share. If Landlord elects to alter the Rentable Area of the Center (as, for example, by constructing one or more additional buildings within the Center, or reconfiguring Common Areas into Rentable Area, or reconfiguring Rentable Area into Common Area, or removing all or part of any building from the Center), then Landlord shall adjust Tenant's Proportionate Share. Appropriate proration shall be made for any partial period of a Lease Year resulting from such adjustment. [SEE RIDER]

5.7.    Deposit. The Deposit shall be held by Landlord as security for the performance of Tenant’s obligations under this Lease. It may not be considered a measure of liquidated damages. Landlord may apply all or any part of the Deposit in total or partial satisfaction of any default by Tenant. The application of all or any part of the Deposit to any obligation or default of Tenant under this Lease shall not deprive Landlord of any other rights or remedies Landlord may have, nor shall such application by Landlord constitute a waiver by Landlord. If all or any part of the Deposit is applied to an obligation of Tenant under this Agreement then Landlord shall have the right to call upon Tenant to restore the Deposit to its original amount in cash by giving notice to Tenant, in which case Tenant shall immediately restore the Deposit. The Deposit shall be held by Landlord without liability for interest; Landlord shall be entitled to the full use of the Deposit and shall not be required to keep it in a segregated account or escrow. If Landlord conveys its interest under this Lease, the Deposit, to the extent not previously applied to the cure of a Tenant Default, will be turned over by Landlord to Landlord's grantee or transferee, and upon any such delivery of the Deposit the Landlord herein named shall be released of any and all liability with respect to the Deposit, its application and return, and Tenant agrees to look solely to such grantee or transferee. This provision shall also apply to subsequent grantees and transferees. Landlord will return the balance of the Deposit not previously applied as provided herein, within thirty (30) days after expiration of the Term. [SEE RIDER]

6.    Permitted Use; Compliance with Legal Requirements; Hazardous Materials.

6.1.    Permitted Use. The Premises shall be used and occupied for the Permitted Use, and otherwise consistent with the use and occupancy of leasehold space in a first-class office building, and for no other use or purpose. Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building, or in the Center, or which may disturb the quiet enjoyment of any person outside the Building or in the Center in contravention of such person's legal rights, or which will subject Landlord to any liability for injury to persons or damages to property. Furthermore, except as specifically and expressly described within the definition of the Permitted Use, no use of the Premises shall be made or be permitted to be made that shall result in any use of the Premises deemed by Landlord to be improper, unlawful or objectionable, specifically including the sale, storage or preparation of food, alcoholic beverages or materials generating an odor on the Premises, or any other use generating noises or vibrations that may disturb the Landlord or other tenants of the Center. Tenant will not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises which will violate Landlord's policies of hazard or liability insurance or which will prevent Landlord from procuring such policies in companies acceptable to Landlord, or which will cause the rate of fire or other insurance on the Premises or on other property of Landlord or others within the Property to be increased beyond the rates otherwise in effect.

6.2.    Acceptability of the Premises for Permitted Use. By its entry into this Lease, Tenant acknowledges to Landlord that Tenant has satisfied itself that the Premises can be used by Tenant for the Permitted Use in accordance with Legal Requirements and that the Premises will be acceptable to Tenant for the Permitted Use pursuant to this Lease. Tenant agrees that Landlord has made no express or implied warranty, representation or covenant to or with Tenant with respect to these matters. Landlord makes no representation that any license, permit or approval of any Appropriate Authority will be granted for Tenant’s use at the Premises, or, if granted, will be continued in effect or renewed, and any failure to obtain such license or licenses, permit or permits, or any revocation thereof or failure to renew the same, shall not release the Tenant from its obligations under this Lease Agreement.

6.3.    Compliance with Rules, Ordinances, Etc. Tenant shall, throughout the Term, at Tenant's sole cost and expense, promptly comply with the provisions of the Rules and Regulations and all Legal Requirements. [SEE RIDER]

6.4.    Hazardous Material. [SEE RIDER]

6.4.1    Tenant's Agreements. Tenant warrants and agrees that Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord (which Landlord shall not unreasonably withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction that such Hazardous Material is necessary or useful to Tenant's business and will be used, kept and stored in a manner that complies with all Environmental Laws regulating any such Hazardous Material so brought upon or used or kept in or about the Premises). If Tenant breaches the obligations stated in the preceding sentence then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any Appropriate Authority because of Hazardous Material present in the soil or ground water on or under the Premises or the Center generally. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises caused or permitted by Tenant results in any contamination of the Premises or the Center generally, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises to the condition existing prior to the introduction of any such Hazardous Material to the Premises; provided that Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or the Center generally. It shall not be unreasonable for Landlord to withhold its consent to any proposed Transfer otherwise permitted pursuant to Section 7 of the Lease if (i) the proposed Transferee's anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Material; (ii) the proposed Transferee has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Material contaminating a property if the contamination resulted from such Transferee's actions or use of the property in question; or (iii) the proposed Transferee is subject to an enforcement order issued by any Appropriate Authority in connection with the use, disposal or storage of a Hazardous Material. [SEE RIDER]

6.4.2    Annual Disclosure. At the commencement of this Lease and thereafter, on request by Landlord, Tenant shall disclose to Landlord the names and amounts of all Hazardous Materials, or any combination thereof, which were stored, used, or disposed of on the Premises, or which Tenant intends to store, use, or dispose of on the Premises.

7.    Transfer of Lease by Tenant.

7.1.    Transfer. No Transfer shall be permitted of this Lease without the prior written consent of Landlord in each instance first obtained. Any consent given to any one Transfer shall not constitute a consent to any subsequent Transfer. Any attempted Transfer without Landlord's consent shall be null and void and shall not confer any rights upon any purported Transferee. No Transfer, regardless of whether Landlord's consent has been granted or withheld, shall be deemed to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person guaranteeing the obligations of Tenant hereunder. Landlord agrees that its consent to a Transfer will not be unreasonably withheld, conditioned or delayed. Landlord will give Tenant prompt Notice of any denial of a request for Transfer approval, stating the reason or reasons for such denial. [SEE RIDER[

7.2.    Transfer Approval Conditions. The parties agree that Landlord may reasonably withhold its consent to a proposed Transfer unless all of the following conditions are satisfied. The following list of conditions is non-exclusive.

7.2.1    Tenant shall submit to Landlord (i) in writing, the name and address of the proposed Transferee, a reasonably detailed statement of the proposed Transferee's business, and reasonably detailed information as to the character, reputation and business experience of the proposed Transferee, as well as reasonably detailed financial references and information concerning the financial condition of the proposed Transferee (including, at Tenant's expense, a current Dun & Bradstreet, TRW, Equifax or other similar report and a financial statement certified as being true and correct by the chief financial executive of the proposed Transferee); (ii) a fully executed copy of the proposed Transfer document, in Landlord’s standard form or in form and content reasonably acceptable to Landlord, the effective date of which shall be at least thirty (30) days after the date on which Tenant shall have furnished Landlord with all of the information required pursuant to (i) above and which shall be conditioned on Landlord's consent thereto; and (iii) an agreement in form and substance satisfactory to Landlord by Tenant to indemnify Landlord against liability resulting from any claim made against Landlord by the proposed Transferee or by any broker claiming a commission in connection with the proposed Transfer. Tenant’s written request for consent to Transfer will be accompanied by a nonrefundable Transfer Review Fee of $1,000.00, which is imposed in order to reimburse Landlord for all of its internal costs and expenses incurred with respect to Landlord's review of the request for the Transfer (and not intended as consideration for the consent to Transfer, it being understood that such payment won’t obligate the Landlord to consent to any requested Transfer).

7.2.2    No Default on Tenant's part can exist at the time of the consent request and at the effective Transfer date;

7.2.3    Any Transfer will be upon and subject to all terms and conditions of this Lease, including those regarding the Permitted Use of the Premises;

7.2.4    Any assignment must specifically state (and, if it does not, it will be deemed to specifically state) that the assignee assumes and agrees to be bound by all terms and conditions of this Lease, and any sublease must specifically state (and, if it does not, it will be deemed to specifically state) that at Landlord's election the subtenant will attorn to Landlord and recognize Landlord as Tenant's successor under the sublease for the balance of the sublease term if this Lease is surrendered by Tenant or terminated by reason of Tenant's default;

7.2.5    Tenant will promptly reimburse Landlord for all Fees and Costs actually and reasonably incurred by Landlord in connection with the review and approval of the proposed Transfer and any Transfer instrument. [SEE RIDER]

7.2.6    No Transfer will be to a then-existing tenant or occupant of the Center. [SEE RIDER]

7.2.7    Upon request the assignee (in the case of a proposed assignment) or Tenant (in the case of a proposed subletting) will increase the original Deposit to such amount as Landlord may reasonably require (or if no Deposit was initially made then such party will post with Landlord such Deposit as Landlord may reasonably require); [SEE RIDER]

7.2.8    The Transfer must first be approved in writing by any Superior Mortgagee of Landlord having the right to approve it. [SEE RIDER]

7.2.9    The Transferee (i) is not a Federal, State or local governmental entity, or agency or instrumentality thereof; (ii) will not perform governmental or quasi-governmental functions or dispense medical, relief or social welfare services; and (iii) will not operate an employment service, a messenger or an answering service, or any business that in Landlord's opinion is unsuitable for the then tenant mix and character of the Center.

7.2.10    The Transfer will not   result in the subletting, or subletting and assignment, of the Premises for occupancy by more than two (2) sublessees or assignees. [SEE RIDER]

7.3.    Corporate, Partnership Transfers.

7.3.1    If Tenant is a corporation and if at any time during the Term of this Lease any part or all of the corporate shares of Tenant, or of a parent corporation of which the Tenant is a direct or indirect subsidiary, shall be transferred by sale, assignment, bequest, inheritance, operation of law, or other disposition so as to result in a change in the present effective voting control of Tenant or of such parent corporation by the person or persons owning or controlling a majority of the shares of Tenant or of such parent corporation on the date of this Lease then Tenant shall promptly notify Landlord in writing of such change, and such change in voting control shall constitute a Transfer of this Lease for all purposes of this Section; provided, however, that this provision shall not apply if, as of the Commencement Date, over fifty percent (50%) of the voting power of the Tenant corporation or of such parent corporation is held by fifty (50) or more unrelated shareholders or distributed to such number of unrelated shareholders in a public distribution of securities. [SEE RIDER]

7.3.2    Tenant may Transfer this Lease, at any time during the Term of this Lease, to any parent, subsidiary or affiliate corporation of Tenant or to the surviving corporation in connection with a merger, consolidation or acquisition between Tenant and any of its subsidiaries or any other corporation, or in connection with the sale of all or substantially all of the property and assets of the Tenant, upon prior Notice to Landlord but without Landlord's prior written consent, provided, in the case of any assignment, (i) the net worth of the assignee corporation shall be reasonably satisfactory to Landlord; (ii) such assignee continues to operate the business conducted in the Premises for the Permitted Use and in the same manner as Tenant and pursuant to all of the provisions of this Lease; (iii) such assignee corporation shall assume in writing in a form reasonably satisfactory to Landlord all of Tenant's obligations hereunder; (iv) Landlord shall be furnished with a copy of such assignment within ten (10) days prior to the effective date of the proposed assignment or other transfer thereof; and (v) Tenant to which the

7.3.3    If Tenant is a partnership, limited liability company or other legal entity and if at any time during the Term of this Lease any person or entity, which at the Commencement Date, owns a general partner's, manager's or controlling member's interest, ceases to own such general partner's, manager's or controlling member's interest, then such cessation of ownership shall constitute a Transfer of this Lease for all purposes of this Section, and Tenant shall promptly notify Landlord in writing of such change.

7.4.    Request For Transfer. Tenant's notice and request for Landlord's consent to Transfer shall also be deemed to constitute Tenant's offer to reconvey to Landlord, as of the proposed effective date of the Transfer, that portion of the Premises which is the subject of the proposed Transfer, which offer shall contain an undertaking by Tenant to accept, as full and adequate consideration for the reconveyance, Landlord's release of Tenant from all future Rent and other obligations under this Lease with respect to the Premises or the portion thereof so reconveyed. Landlord, in the sole and unfettered exercise of its discretion, shall accept or reject the offered reconveyance within thirty (30) days of the offer, and, if Landlord accepts, the reconveyance shall be evidenced by an agreement in form and substance acceptable to Landlord. If Landlord fails to accept or reject the offer within the thirty (30) day period then Landlord shall be deemed to have rejected the offer of reconveyance, but no such rejection shall be deemed to be a consent to the requested Transfer. This provision shall not apply in the case of a proposed Transfer covered by Section 7.3.2. [SEE RIDER]

7.5.    Excess Rent. In the case of any Transfer made without Landlord's prior written consent Landlord may nevertheless collect Rent from the Transferee and apply the net amount collected to the Rent herein reserved. The acceptance by Landlord of the payment of Rent following any Transfer not expressly consented to by Landlord pursuant to this Section shall not be deemed to be a consent by Landlord to such Transfer nor shall the same be deemed to be a waiver of any right or remedy of Landlord hereunder, nor constitute a release of Tenant or any guarantor of Tenant's obligations from the further performance by Tenant and such guarantor of the terms and provisions of this Lease and any such guaranty. Furthermore, under any and all circumstances, in the case of any Transfer, Tenant shall pay to Landlord monthly, as Additional Rent, the 50% of the excess of the consideration received or to be received during such month for such Transfer (whether or not denominated as rent) over the Rent reserved for such month in this Lease applicable to such portion of the Premises so Transferred. [SEE RIDER]

8.    Abandonment of Premises or Tenant’s Personal Property; Surrender of Premises.

8.1.    Abandonment. Tenant shall not vacate or abandon the Premises at any time during the Term of this Lease. If Tenant does vacate or abandon the Premises or is dispossessed by process of law then any of Tenant’s Personal Property left on the Premises may, at the option of the Landlord, be deemed to have been abandoned by Tenant, in which case the provisions of Subsection 8.4 shall apply. [SEE RIDER]

8.2.    Surrender. Unless sooner terminated, this Lease shall expire absolutely upon the expiration of the Term without the necessity of any notice or other action from or by either party. At the expiration or earlier termination of the Term of this Lease, Tenant shall peaceably surrender the Premises in broom clean condition and good order and repair and otherwise in the same condition as the Premises

8.3.    Removal of Cabling, Alterations. Unless Landlord otherwise specifically agrees in writing at or prior to installation, all data and communications cabling and equipment installed in Premises or otherwise in the Building, and which was installed (either as Leasehold Improvements or Alterations) specifically to serve the Tenant in its use of the Premises, shall be removed by Tenant upon the termination of the Lease, at Tenant’s sole cost and expense. Tenant shall repair any damage to the Premises or the Building caused by the removal of such cabling and equipment and shall restore the Premises and Building to substantially the same condition as existed prior to the installation of such cabling and equipment. If Landlord intends to elect to require that any other Alterations proposed to be made by Tenant to the Premises be removed at the termination of this Lease, then Landlord shall so indicate to Tenant at the time Landlord gives its consent to the construction or installation of such Alterations; otherwise, such Alterations shall be permitted to remain in the Premises and not be removed as of the termination of this Lease. If Landlord elects to require that other Alterations made by Tenant to the Premises be removed at the termination of this Lease, then Tenant hereby agrees to cause the same to be removed at its sole cost and expense. If Tenant fails to remove any of the same, then Landlord may cause them to be removed at Tenant's expense, and Tenant hereby agrees to reimburse Landlord for all Fees and Costs which Landlord incurs due to Tenant's failure to remove the same. Alternatively, Landlord may elect that all or any of the cabling and equipment or other Alterations shall remain at the termination of this Lease and not be removed. [SEE RIDER]

8.4.    Removal of Tenant’s Personal Property, Trade Fixtures. At the expiration or earlier termination of the Term of this Lease, Tenant shall immediately remove all of Tenant’s Personal Property from the Premises and, failing to do so, Landlord at its option may either: (i) cause Tenant’s Personal Property to be removed at Tenant’s risk and expense (both as to loss and damage) in which case Tenant hereby agrees to pay all Fees and Costs incurred by Landlord, including sums paid to store the property elsewhere, together with the costs of any repairs to the Premises caused by the removal of Tenant’s Personal Property; and (ii) upon five (5) days Notice to Tenant, which the parties agree is commercially reasonable, sell at public or private sale any or all of such Tenant’s Personal Property, whether exempt or not from sale under execution or attachment (such property being deemed charged with a lien in favor of Landlord for all sums due hereunder), or (iii) at Landlord's option, title shall pass to Landlord. [SEE RIDER]

9.    Repairs and Alterations.

9.1.    Repairs to be made by Landlord. Landlord shall keep the Center and the Building, and all machinery, equipment, fixtures and systems of every kind attached to, or used in connection with the operation of, the Building, including all electrical, heating, mechanical, sanitary, sprinkler, utility, power, plumbing, cleaning, refrigeration, ventilating, air-conditioning and elevator systems and equipment (excluding, however, lines, improvements, systems and machinery for water, gas, steam, electricity and data and communications services owned and maintained by any public utility company,

9.2.    Repairs to be made by Tenant. All repairs to the Premises, or to any Alterations, installations, equipment or facilities located therein, other than those repairs required to be made by Landlord pursuant to Subsections 9.1 or 16.1, including Alterations required by Legal Requirements (but subject to the provisions of Subsection 9.5) shall be made by Tenant at its expense and in a professional manner.

9.3.    Damage to Premises, Building, Center. Except as, and to the extent, otherwise provided in Subsection 14.5, Tenant will be liable for the cost and expense of the repair of any damage to the Premises, however caused, and regardless of fault (unless caused or created by Landlord, its agents, employees or contractors); Landlord shall make such repairs at the cost of Tenant, which Tenant shall pay promptly upon receipt of an invoice, as Additional Rent. Tenant shall also reimburse Landlord, upon demand (as Additional Rent), for the cost of the repair of any damage to or dangerous condition caused or created elsewhere in the Center, if caused or created by Tenant, its employees, agents or contractors. If Tenant fails to commence such repair or remediation within five (5) days after Landlord's notice to do so, or if Landlord elects to undertake such repair or remediation for the account of Tenant, then Tenant agrees to pay to Landlord promptly upon Landlord's demand, as Additional Rent. Tenant's obligations for Additional Rent hereunder shall accrue interest thereon at the Reimbursement Rate until paid; and its payment and performance obligations hereunder shall survive the termination of this Lease. Tenant’s obligations under this Section do not apply in the case of remediation following a Casualty. [SEE RIDER]

9.4.    Alterations by Tenant.

9.4.1    Tenant may make Alterations to the Premises consisting solely of decorations, painting, plastering or carpeting, without Landlord’s written consent, but Tenant shall be required to give Landlord at least ten (10) days prior Notice thereof. Tenant shall be required to obtain the prior written approval of Landlord for any other Alterations. Landlord will not unreasonably withhold, condition or delay its consent to Tenant’s request if all of the following conditions are satisfied: (i) the proposed Alterations are to be located wholly within the Premises and are not visible from the exterior of the Premises or the Building; (ii) the proposed Alterations will not decrease the value of the Building or Center; (iii) the proposed Alterations will not affect the structural integrity of the Building; (iv) the proposed Alterations do not require modification to, or affect the operation of any part of, the HVAC, plumbing, electricity, fire suppression or water and sewer systems service of the Building or Center. In all other cases, Tenant shall be required to obtain the prior written approval of Landlord before making Alterations, which approval may be withheld in Landlord’s sole discretion.

9.4.2    If Landlord’s consent is required for the making of an Alteration then Tenant’s request for consent will be accompanied by reasonably complete plans and specifications for the proposed Alterations. If such approval is granted, Tenant shall cause the Alterations described in such plans and

9.4.3    Landlord may elect that any Alterations be performed by Landlord or by contractors engaged by and under the direction of Landlord, in which case such Alterations shall nevertheless be made at Tenant's sole cost, payable by Tenant as Additional Rent; and such cost shall include a supervisory fee of fifteen percent (15%) of the total cost of the work. If Tenant makes any Alterations without Landlord’s prior consent then, in addition to Landlord's other remedies, Landlord may correct or remove such Alterations and Tenant shall, on demand, pay the cost thereof (plus fifteen percent (15%) of such cost as a supervisory fee) as Additional Rent. If any mechanic's lien is filed against the Premises or the Building or the Center for work or materials furnished to Tenant (other than by Landlord) the lien shall be discharged by Tenant within ten (10) days thereafter, solely at Tenant's expense, by either paying off or bonding the lien. Should Tenant fail to discharge any lien within ten (10) days of its filing, then, in addition to Landlord's other remedies, Landlord shall have the right, but not the obligation, to discharge said lien at Tenant's expense, in which case Tenant shall reimburse Landlord for the same upon demand, as Additional Rental, together with interest accounting from the date of demand until payment is made. [SEE RIDER]

9.5.    Alterations to Comply with Legal Requirements.

9.5.1    If any Alterations are required to be made to the Premises, the Building or the Center due to Legal Requirements because the same were in actual violation of any Legal Requirements on the Commencement Date, or if, as a result of Landlord undertaking any Alterations elsewhere in the Center, Alterations are required to be made to the Premises, the Building or the Center due to Legal Requirements, then Landlord shall make such Alterations at its sole cost and expense (and such expenses shall not be included within Operating Costs or charged as Additional Rent to Tenant); and Landlord shall take all reasonable steps to minimize disruption to Tenant while making such Alterations.

9.5.2    Subject to Landlord's obligations set forth in the previous Subsection and in the following Subsection, if any Alterations are required to be made to the Premises, the Building or the Center due to a change in, or change in the interpretation of, or more stringent enforcement of, Legal Requirements occurring on or after the Commencement Date (and not in connection with Alterations elsewhere in the Center undertaken by Landlord), then Landlord shall make such Alterations as aforesaid, provided that the cost of such Alterations shall be amortized over their useful life and a ratable portion of such cost shall be included within the definition of Operating Costs in each Lease Year until such cost is fully amortized. [SEE RIDER]

9.5.3    If (i) any Alterations are required to be made to the Premises or to all or any part of the Center other than the Premises due to Legal Requirements and as a consequence of any Alterations

9.5.4    Within ten (10) days after receipt, Tenant shall advise Landlord in writing, and provide Landlord with a copy of (as applicable), any notices alleging violation of Legal Requirements relating to any portion of the Center or of the Premises; any claims made or threatened in writing regarding noncompliance with Legal Requirements and relating to any portion of the Center or of the Premises; or any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA and relating to any portion of the Center or the Premises.

10.    Common Areas.

10.1.    Use of Common Areas. Landlord grants to Tenant and its agents, employees and invitees, a non-exclusive license to use the Common Areas in the Center in common with others during the Term, subject to the exclusive control and management thereof at all times by Landlord or others and subject, further, to the rights of Landlord set forth elsewhere in this Section. [SEE RIDER]

10.2.    Management and Operation of Common Areas. The Common Areas will be operated and maintained in a manner deemed by Landlord to be reasonable and appropriate and in the best interests of the Center generally. Landlord will have the right (i) to establish, modify and enforce rules and regulations with respect to the Common Areas; (ii) to enter into, modify and terminate easements and other agreements pertaining to the use and maintenance of the Common Areas; (iii) to implement a parking management plan; (iv) to close all or any portion of the Common Areas to such extent as may, in the opinion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights to any person or to the public therein; (v) to close temporarily any or all portions of the Common Areas; and (vi) to do and perform such other acts in and to said areas and improvements as, in the exercise of good business judgment, Landlord shall determine to be advisable. [SEE RIDER]

10.3.    Changes and Additions to the Center. Landlord reserves the right at any time and from time to time to (i) make or permit changes or revisions in the plan for the Center, including additions to, subtractions from, rearrangements of, alterations, modifications of, or supplements to, the building areas, walkways, driveways, parking areas, or other Common Areas; (ii) construct other buildings or improvements on the Center (including any portion of the Common Areas) and make alterations thereof or additions thereto and build additional stories on or in any such building(s) and build extensions adjoining same; and (iii) make or permit changes or revisions to the Center, including additions thereto, and to convey portions of the Center (including any portion of the Common Areas) to others for the purpose of constructing thereon other buildings or improvements, including additions thereto and alterations thereof; provided however that Landlord shall not unreasonably impair or impede access to the Premises by Tenant, its employees and invitees. Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to or near the Building shall in no way affect this Lease or impose any liability on Landlord. [SEE RIDER]

10.4.    Roof and Walls; Excavations. Landlord shall have the exclusive right to use all or any part of the roof of the Premises for any purpose; to erect additional stories or other structures over all or any part of the Premises; to erect in connection with the construction thereof temporary scaffolds and other aids to construction on the exterior of the Premises, provided that access to the Premises shall not be denied or materially impeded; and to install, maintain, use, repair and replace within the Premises pipes, ducts, conduits, wires and all other mechanical equipment serving other parts of the Building, the same to be in locations within the Premises as will not unreasonably deny or adversely affect Tenant's use thereof. Landlord may make any use it desires of the side or rear walls of the Premises, provided that such use shall not encroach upon the interior of the Premises. If an excavation shall be made upon land adjacent to the Premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of doing such work as Landlord shall deem necessary to preserve the wall or the Landlord's Building of which the Premises form a part from injury or damage and to support the same by proper foundations, without any claim for damages or indemnification against Landlord, for diminution or abatement of rent. [SEE RIDER]

11.    Operating Costs.

11.1.    Tenant’s Proportionate Share of Increased Operating Costs. If Operating Costs during any whole or partial Operating Year exceed the Base Operating Costs then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of increased Operating Costs. Such Proportionate Share shall be paid by Tenant in monthly installments in such amounts as are estimated and billed by Landlord at the beginning of each Operating Year. Each installment payment in respect of Operating Costs shall be due on the first day of each calendar month or otherwise as indicated by Landlord’s statement. At any time during an Operating Year Landlord may re-estimate Tenant's Proportionate Share of Operating Costs and adjust Tenant's monthly installments payable during such Operating Year to reflect more accurately Tenant's Proportionate Share of Operating Costs. [SEE RIDER]

11.2.    Expense Statement; Accounting. Promptly following the close of each Operating Year Landlord shall deliver to Tenant a statement of Operating Costs (the "Expense Statement") for such Operating Year and the monthly installments paid or payable shall be adjusted between Landlord and Tenant, and Tenant shall pay Landlord or Landlord shall credit Tenant's account (or, if such adjustment is at the end of the Term, Landlord shall pay Tenant), as the case may be, within fifteen (15) days of receipt of such statement, the amount of any excess or deficiency in Tenant's Proportionate Share of Operating Costs paid by Tenant to Landlord during such Operating Year. [SEE RIDER]

11.3.    Tenant Right to Audit. Following receipt of an Expense Statement Tenant shall have the right to conduct a reasonable review of Landlord's records relating to Operating Costs for the Operating Year just ended, and to which the Expense Statement relates, provided that Tenant strictly complies with the provisions of this Subsection. No review shall be permitted at any time in which a Default exists under this Lease (including a Default arising by virtue of Tenant’s failure to pay any sum deemed Additional Rent, regardless of dispute as to the propriety Landlord’s claim for payment). If a Default occurs at any time during the pendency of a review of records then the review right shall immediately cease, and the matters set forth in the Expense Statement under review shall be conclusively deemed correct. No subtenant shall have the right to conduct any such review; and no assignee of Tenant shall have the right to conduct any review with respect to a period antedating the assignment. Tenant shall exercise its right upon not less than fifteen (15) days’ prior Notice, given at any time within sixty (60) days following Tenant’s receipt of an Expense Statement (time being of the essence). Any such review

12.    Taxes.

12.1.    Tenant's Proportionate Share of Increased Taxes. Landlord shall pay all Taxes levied upon or assessed against the land and improvements comprising the Center and the appurtenances thereto during the Term of this Lease, in the first instance. If Taxes during any whole or partial Tax Year exceed the Base Taxes then Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of increased Taxes. [SEE RIDER]

12.2.    Payment of Proportionate Share of Taxes. Tenant's Proportionate Share of Taxes shall be paid by Tenant, at Landlord's election (i) in advance, in equal monthly installments in such amounts as are estimated and billed for each Tax Year by Landlord at the commencement of the Term and at the beginning of each successive Tax Year during the Term, each such installment being due on the first day of each calendar month or (ii) in lump sum, following Landlord's receipt of the tax bill for the Tax Year in question, and calculation of Tenant's Proportionate Share with respect thereto. If Landlord has elected that Tenant pay its Proportionate Share of Taxes in installments, in advance, then, at any time during a Tax Year, Landlord may re-estimate Tenant's Proportionate Share of Taxes and thereafter adjust Tenant's monthly installments payable during the Tax Year to reflect more accurately Tenant's Proportionate Share of Taxes. Promptly following Landlord's receipt of tax bills for each Tax Year Landlord will notify Tenant of the amount of Taxes for the Tax Year in question and the amount of Tenant's Proportionate Share thereof. Any overpayment or deficiency in Tenant's payment of its Proportionate Share of Taxes for each Tax Year shall be adjusted between Landlord and Tenant; Tenant shall pay Landlord or Landlord shall credit to Tenant's account (or, if such adjustment is at the end of the Term, Landlord shall pay Tenant), as the case may be, within fifteen (15) days of the aforesaid notice to Tenant, such amount necessary to effect such adjustment. Landlord's failure to provide such notice within the time prescribed above shall not relieve Tenant of any of its obligations hereunder. [SEE RIDER]

12.3.    Taxes on Rent. In addition to Tenant's Proportionate Share of Taxes, Tenant shall pay to the appropriate agency any sales, excise and other tax (not including, however, Landlord's income taxes) levied, imposed or assessed by the State of Maryland or any political subdivision thereof or other taxing authority upon any Rent payable hereunder. Tenant shall also pay, prior to the time the same shall become delinquent or payable with penalty, all taxes imposed on its inventory, furniture, trade fixtures, apparatus, equipment, Leasehold Improvements installed by Tenant or by Landlord on behalf of Tenant (except to the extent such Leasehold Improvements or Alterations shall be covered by Taxes referred to in Subsection 12.1 hereof), and any other property of Tenant. [SEE RIDER]

13.    Services and Utilities. [SEE RIDER]

13.1.    Provision of Services and Utilities to Premises. During the Term Landlord shall provide the following facilities and services to Tenant as part of Operating Costs (except as otherwise provided herein): [SEE RIDER]

13.1.1    Elevator. At least one elevator subject to call at all times, including Sundays and holidays, in elevator-serviced buildings. The foregoing notwithstanding, if only one (1) elevator serves the Building, Landlord shall have the right to remove it from service for the performance of repairs, maintenance or testing or due to an emergency. [SEE RIDER]

13.1.2    Utilities. During Building operating hours, as determined and published by Landlord from time to time, reasonable amounts of natural gas for gas-serviced buildings, electric current for lighting, small items of office equipment, subject to the provisions of Section 13.3 and central heating and air conditioning during the seasons of the year when these services are normally and usually furnished, and within the temperature ranges of six degrees Fahrenheit plus or minus the dialed or regulated temperature on interior thermostats, and otherwise in such amounts normally or usually furnished in comparable office buildings in the locale of the Center. Landlord shall provide the aforesaid services at other times and on Sundays and holidays (“after-hours service”) at Tenant's expense, provided Tenant gives Landlord notice by 1:00 p.m. on weekdays for after-hours service on the next weekday, by 1:00 p.m. the day before a holiday for service on a holiday, and by 1:00 p.m. on Friday for after-hours service on Saturday or service on Sunday. Such after-hours service shall be charged to Tenant at rates to

13.1.3    Cleaning. Cleaning in Landlord's standard manner Monday through Friday exclusive of legal holidays. [SEE RIDER]

13.1.4    Lighting. Replacement of light tubes or bulbs for building standard light fixtures. All light tube or bulb replacements for special non-standard lighting fixtures shall be furnished and installed by Landlord at Tenant's expense.

13.1.5    Lavatories. Rest room facilities and necessary lavatory supplies, including hot and cold running water at the points of supply, as provided for general use of all tenants in the Building.

13.1.6    Common Area Maintenance. Routine maintenance, painting, and electric lighting service for all Common Areas of the Building in such manner as Landlord deems reasonable. [SEE RIDER]

13.1.7    Signage. Suite entry and Building directory signage in accordance with Landlord’s Building standard specifications.

13.2.    Interruption of Service. Any failure by Landlord to furnish the foregoing services, resulting from circumstances beyond Landlord's reasonable control or from interruption of such services due to repairs or maintenance, shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant, nor cause an abatement of Rent hereunder, nor relieve Tenant from any of its obligations hereunder. If any public utility or governmental body shall require Landlord or Tenant to restrict the consumption of any utility or reduce any service for the Premises or the Center then Landlord and Tenant shall comply with such requirements, whether or not the utilities and services referred to in this Section are thereby reduced or otherwise affected, without any liability on the part of Landlord to Tenant or any other person or any reduction or adjustment in Rent payable hereunder. Landlord and its agents shall be permitted reasonable access to the Premises for the purpose of installing and servicing systems within the Premises deemed necessary by Landlord to provide the services and utilities referred to in this Section to Tenant and other tenants in the Building. [SEE RIDER]

13.3.    Tenant's Consumption of Electricity. Tenant covenants that, unless permitted pursuant to the terms of this Section, it shall not consume more electrical current than the amount considered by Landlord to be reasonable for standard office usage within the Premises (“Base Current”). Landlord shall be under no obligation to furnish electrical energy other than the Base Current, and Tenant shall not install or use on the Premises any electrical equipment, appliance or machine requiring more electrical energy than the Base Current, unless the installation and use of such additional electrical equipment, appliance or machine has been approved by Landlord pursuant to terms and conditions set forth in a separate agreement, which approval may be conditioned upon the payment by Tenant, as Additional Rent, of the cost of the additional electrical energy and modifications to the Building electrical system required for the operation of such electrical equipment, appliance or machine.

14.    Indemnifications and Waiver of Claims.

14.1.    Indemnity by Tenant. To the maximum extent permitted by law, but subject to the provisions of Subsection 14.5, Tenant indemnifies Landlord, any Superior Lessor and any Superior Mortgagee, and agrees to save them harmless and, at the option of any of them, defend them from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) judgments, settlement payments, and fines paid, incurred or suffered by any of them in connection with loss of life or personal injury, or damage to property or to the environment, suffered by third parties, or in connection with any accident, injury or damages whatever in the Premises, and arising from or out of the conduct or management of the Premises or of any business therein, or any work or thing whatsoever done, or any condition created in or about the Premises during the Term of this Lease or during the period of time, if any, prior to the Commencement Date that Tenant may have been given access to the Premises. [SEE RIDER]

14.2.    Indemnity by Landlord. To the maximum extent permitted by law, but subject to the provisions of Subsection 14.5, Landlord indemnifies Tenant and agrees to save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) judgments, settlement payments, and fines paid, incurred or suffered by any of them in connection with loss of life or personal injury, or damage to property suffered by third parties arising from or out of the use of any portion of the Common Areas by Landlord, occasioned wholly or in part by any act or omission of Landlord, its officers, agents, contractors or employees. [SEE RIDER]

14.3.      Survival of Indemnities. Landlord's and Tenant's obligations pursuant to Subsections 14.1 and 14.2 shall survive any termination of this Lease with respect to any act, omission or occurrence which took place prior to such termination.

14.4.    Limitation on Landlord's Liability for Loss, Damage and Injury. To the maximum extent permitted by law, Tenant shall occupy and use the Premises, the Building and the Common Areas at Tenant's own risk. All property of Tenant shall be and remain at the sole risk of Tenant. Tenant hereby expressly agrees that Landlord and its agents, servants and employees shall not be liable or responsible for any damage or injury to the person or property of Tenant directly or indirectly caused by any source, circumstance or cause whatsoever. The foregoing waiver and release is intended by Landlord and Tenant to be absolute and unconditional, and without exception, and to supersede any specific repair obligation imposed by Landlord hereunder; provided that such waiver and release shall not apply to the omission, fault, negligence, or other misconduct of Landlord except to the extent such omission, fault, negligence or other misconduct is waived by Tenant after the occurrence or is waived pursuant to Tenant's policies of fire insurance with standard broad form coverage indorsements, which waiver Tenant is obligated to obtain and shall be liable for failure to obtain. No representation, guaranty, assurance or warranty is made or given by Landlord that the communications or security systems, devices or procedures used, if any, will be effective to prevent injury to Tenant or any other person or damage to, or loss (by theft or otherwise) of any of Tenant's Personal Property or of the property of any other person, and Landlord reserves the right to discontinue or modify at any time such communications or security systems, devices or procedures without liability to Tenant. [SEE RIDER]

14.5.    Waiver of Right of Recovery. Except as provided in Subsection 6.4, neither party, nor its officers, directors, employees, agents or invitees, nor, in case of Tenant, its subtenants, shall be liable to the other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a standard policy of full

15.    Insurance.

15.1.    Tenant's Insurance. Tenant, at its expense, shall obtain and maintain in effect as long as this Lease remains in effect and during such other time as Tenant occupies the Premises or any part thereof, insurance policies providing at least the following coverage:

15.1.1    commercial general liability insurance written on an occurrence basis with respect to the Premises and the business operated by Tenant and any subtenants, concessionaires or licensees of Tenant, to afford insurance against personal injury, death and property damage, and including insurance against assumed or contractual liability under this Lease, specifically including the liability of Tenant arising out of the indemnities provided in Subsection 14.1, with minimum combined single limits of Two Million Dollars ($2,000,000) per occurrence and in the aggregate;

15.1.2    all-risk property and casualty insurance, including theft coverage, written at full replacement cost value and with full replacement cost endorsement, covering all of Tenant's Personal Property and Tenant's interest in all Alterations installed in the Premises by or on behalf of Tenant (other than the Leasehold Improvements constructed by Landlord as provided in Section 4 of this Lease); and [SEE RIDER]

15.1.3    comprehensive boiler and machinery equipment insurance, including electrical apparatus, if applicable; and,

15.1.4    if and to the extent required by law, workers’ compensation or similar insurance in form and amounts required by law.

15.2.    Tenant's Contractor's Insurance. Tenant shall require any contractor of Tenant performing work on or about the Premises to carry and maintain, at no expense to Landlord:

15.2.1    commercial general liability insurance written on an occurrence basis with respect to the Premises and the business operated by Tenant and any subtenants, concessionaires or licensees of Tenant, to afford insurance against personal injury, death and property damage, and including

15.2.2    comprehensive automobile liability insurance with limits for each occurrence of not less than One Million Dollars ($1,000,000) with respect to personal injury or death and Five Hundred Thousand Dollars ($500,000) with respect to property damage; and

15.2.3    workers’ compensation or similar insurance in form and amounts required by law.

15.3.    Policy Requirements. The company or companies writing any insurance which Tenant or Tenant's contractor is required to carry and maintain or cause to be carried or maintained pursuant to Subsections 15.1 and 15.2 shall be licensed to do business in the State of Maryland and have an A. M. Best rating of at least A/VIII. The form of such insurance shall at all times be subject to Landlord's approval. Public liability policies shall name Landlord and/or its designee(s) as additional insured, shall be primary and non-contributory, and shall also contain a provision by which the insurer agrees that such policy shall not be canceled, materially changed or not renewed without at least thirty (30) days advance notice to Landlord, at Landlord's Notice Address, by certified mail, return receipt requested, or to its designee. Each such policy, or a certificate thereof, shall be deposited with Landlord by Tenant promptly upon commencement of Tenant's obligation to procure the same.

15.4.    Tenant's Failure to Insure. If Tenant fails to obtain insurance as required under this Section then Landlord may, but shall not be obligated to, obtain such insurance, and in such event, Tenant agrees to pay, as Additional Rent, the premium for such insurance upon demand by Landlord.

15.5.    Landlord's Insurance Coverage. During each Operating Year Landlord shall maintain in force, under one or more policies, property insurance coverage with respect to the Building and the Center generally, including, without limitation, commercial general liability insurance, insurance against fire, all-risk coverage including earthquake and flood, theft or other casualties and such other liability and property insurance coverage deemed appropriate by Landlord with such coverage limits, deductible amounts and companies as Landlord may determine.

16.    Casualty and Condemnation.

16.1.    Landlord's Obligation to Repair and Reconstruct. If the Premises shall be damaged by a Casualty but the Premises shall not be thereby rendered wholly or partially untenantable, then Landlord shall promptly cause such damage to be repaired and there shall be no abatement of Rent. If, as the result of such Casualty, the Premises shall be rendered wholly or partially untenantable, then, subject to the provisions of Subsection 16.2, Landlord shall cause such damage to be repaired and all Rent shall be abated proportionately as to the portion of the Premises rendered untenantable during the period of such untenantability. All such repairs shall be made at the expense of Landlord, but Landlord shall not be required to perform any work within the Premises beyond that described and constructed by Landlord prior to the Commencement Date as Leasehold Improvements. Landlord shall not be liable for interruption to Tenant's business or for damage to or replacement or repair of Tenant's Personal Property or to any Alterations, all of which damage, replacement or repair shall be undertaken and completed by Tenant promptly.

16.2.    Landlord's, Tenant’s Options to Terminate Lease.  

16.2.1    If the Premises are (a) rendered wholly untenantable, or (b) damaged as a result of any cause which is not covered by Landlord's insurance, or if the Building is damaged to the extent of fifty percent (50%) or more of the Rentable Area of the Premises, or if, for reasons beyond Landlord's control or by virtue of the terms of any financing of the Building, sufficient insurance proceeds are not available for the reconstruction or restoration of the Building or Premises, then, in any such events, Landlord may elect to terminate this Lease by giving to Tenant notice of such election within ninety (90) days after the occurrence of such event, or after the insufficiency of such proceeds becomes known to Landlord, whichever is applicable. If such notice is given, the rights and obligations of the parties shall cease as of the date set forth in such notice, and the Basic Rent and Additional Rent (other than any Additional Rent due Landlord either by reason of Tenant's failure to perform any of its obligations hereunder or by reason of Landlord's having provided Tenant with additional services hereunder) shall be adjusted as of the date of such termination. [SEE RIDER]

16.2.2    If, within the 90 day period set forth above, Landlord shall not have made an election to rebuild or to terminate this Lease as provided in the preceding paragraph, then Tenant may elect to terminate this Lease by giving to Landlord notice of such election within thirty (30) days following the expiration of such ninety (90) period. If the Premises have not been fully restored within 180 days following the occurrence of a Casualty then Tenant may elect to terminate this Lease by giving to Landlord notice of such election within thirty (30) days following the expiration of such 180 day period. In either case, if such notice is given, the rights and obligations of the parties shall cease as of the date set forth in such notice, and the Basic Rent and Additional Rent (other than any Additional Rent due Landlord either by reason of Tenant's failure to perform any of its obligations hereunder or by reason of Landlord's having provided Tenant with additional services hereunder) shall be adjusted as of the date of such termination. [SEE RIDER]

16.3.    Insurance Proceeds. If neither party elects to terminate this Lease pursuant to Subsection 16.2, Landlord shall, subject to the prior rights of any Superior Mortgagee or Superior Lessor, disburse and apply any insurance proceeds received by Landlord to the restoration and rebuilding of the Building in accordance with Subsection 16.1 hereof. All insurance proceeds payable with respect to the Premises (excluding proceeds payable to Tenant pursuant to Subsection 15.1), shall belong to and shall be payable to Landlord.

16.4.    Condemnation. If the whole or any part of the Premises is taken under the power of eminent domain then this Lease shall terminate as to the part so taken on the date Tenant is required to yield possession thereof to the condemning authority. Landlord shall make necessary repairs and alterations to restore the part not taken to useful condition and the Basic Rent shall be reduced proportionately as to the portion of the Premises so taken. If the amount of the Premises so taken substantially impairs the usefulness of the Premises for the Permitted Use, then either party may terminate this Lease as of the date when Tenant is required to yield possession. All compensation awarded for any taking of the fee and the leasehold shall belong to and be the property of Landlord; provided, however, that Tenant, and not Landlord, shall be entitled to any portion of the award which does not serve to reduce Landlord's award and is made directly to Tenant in reimbursement for Tenant's cost of removal of its stock, trade fixtures, moving and relocation costs.

17.    Signs.

Tenant shall neither erect, maintain or replace any sign within the Premises visible from outside the Building, nor erect or maintain any sign upon the exterior of the Building or anywhere else upon the Center, without first obtaining Landlord's written approval as to the size, design, location, type of