EX-10.1 OFFICE LEASE

EX-10.1

OFFICE LEASE

     THIS OFFICE LEASE is executed this 21st day of December 2006, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Landlord"), and AKORN, INC., a Louisiana corporation ("Tenant").

ARTICLE 1 — LEASE OF PREMISES

      Section 1.01 . Basic Lease Provisions and Definitions .

     (a) Leased Premises (shown outlined on Exhibit A attached hereto): Suite 300 (third floor) of the building to be built prior to the Commencement Date (as defined herein) commonly known as Westlake at Conway Park (the "Building"), located at 1925 West Field Court, Lake Forest, IL 60045, within Conway Park (the "Park").

     (b) Rentable Area of Leased Premises and Building: The rentable square feet ("RSF") of the Leased Premises is approximately 34,436 and the RSF of the Building is approximately 99,538. All space shall be measured upon completion of the Building in accordance with 1996 BOMA standards. The determination of Rentable Area shall be deemed correct for all purposes hereunder unless otherwise agreed to in writing by the parties. The actual RSF of the Leased Premises and Building is subject to Section 1.03.

     (c) Tenant’s Proportionate Share: Subject to Section 1.03, 34.60%.

     (d) Minimum Annual Rent: Subject to Section 1.03, the Minimum Annual Rent is as follows:

     (e) Monthly Rental Installments: Subject to Section 1.03, the Monthly Rental Installments are as follows:

     (f) [ Intentionally Omitted ] .

     (g) Target Commencement Date: April 1, 2008. Provided the Leased Premises are ready for occupancy, Landlord will allow Tenant to take possession of the Leased Premises prior to the Target Commencement Date. All terms and conditions of this Lease will become effective upon Tenant taking possession of the Leased Premises, except for the payment of Minimum Annual Rent and Annual Rental Adjustment, which will commence on April 1, 2008.

     (h) Lease Term: Subject to Section 16.16, Ten (10) years.

     (i) Security Deposit: NONE.

     (j) Broker(s): Duke Realty Services, LLC and CB Richard Ellis, Inc. representing Landlord and CB Richard Ellis, Inc. representing Tenant.

     (k) Permitted Use: General, administrative and executive office purposes.

     (l) Address for notices and payments are as follows:

     (m) Guarantor(s): None.

EXHIBITS
Exhibit A — Leased Premises
Exhibit B — Tenant Improvements
Exhibit B-1 — Shell Specifications
Exhibit B-2 — Tenant Improvements Scope of Work
Exhibit B-3 — Schedule
Exhibit C — Letter of Understanding
Exhibit D — Janitorial Specifications
Exhibit E — Rules and Regulations
Exhibit F — Roof Area
Exhibit G — Dish Data Sheet

      Section 1.02 . Lease of Premises . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased Premises, under the terms and conditions herein, together with a non-exclusive right, in common with others, to use the following (collectively, the "Common Areas"): the areas of the Building and the underlying land and improvements thereto that are designed for use in common by all tenants of the Building and their respective employees, agents, customers, invitees and others.

      Section 1.03 . RSF Adjustment . Prior to the Commencement Date (as defined below), Landlord shall cause its architect to measure the RSF of the Building and Leased Premises in accordance with 1996 BOMA Standards and certify to Landlord and Tenant the correct dimensions. In the event the RSF of the Building or Leased Premises differs from the RSF specified in Section 1.01(b), Landlord and Tenant will amend this Lease accordingly, as applicable, with respect to Tenant’s Proportionate Share, Minimum Annual Rent and Monthly Rental Installments.

ARTICLE 2 — TERM AND POSSESSION

      Section 2.01 . Term . The Lease Term shall commence as of the date (the "Commencement Date") that Substantial Completion (as defined in Exhibit B hereto) of the Shell Work (as defined in Exhibit B ) and the Tenant Improvements (as defined in Section 2.02 below) occurs.

      Section 2.02 . Construction of Tenant Improvements . Landlord shall construct and install all leasehold improvements to the Leased Premises (collectively, the "Tenant Improvements") in accordance with Exhibit B attached hereto and made a part hereof.

      Section 2.03 . Surrender of the Premises . Upon the expiration or earlier termination of this Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender the Leased Premises to Landlord in

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broom-clean condition and in good order, condition and repair, (b) remove from the Leased Premises (i) Tenant’s Property (as defined in Section 8.01 below), and (ii) any alterations required to be removed pursuant to Section 7.03 below, and (c) repair any damage caused by any such removal and restore the Leased Premises to the condition existing upon the Commencement Date, reasonable wear and tear excepted. All of Tenant’s Property that is not removed within ten (10) days following Landlord’s written demand therefor shall be conclusively deemed to have been abandoned and Landlord shall be entitled to dispose of such property at Tenant’s cost without incurring any liability to Tenant. This Section 2.03 shall survive the expiration or any earlier termination of this Lease.

      Section 2.04 . Holding Over . If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease, Tenant shall be a tenant at sufferance at one hundred fifty percent (150%) of the Monthly Rental Installments and Annual Rental Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such expiration or earlier termination, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Tenant shall not be liable for any consequential damages Landlord may suffer as a result of Tenant’s holdover unless such holdover continues for sixty (60) days after expiration of the Lease Term. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month-to-month tenancy. In the event a month-to-month tenancy is created by operation of law, either party shall have the right to terminate such month-to-month tenancy upon thirty (30) days’ prior written notice to the other, whether or not said notice is given on the rent paying date. This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier termination of this Lease, nor, except as expressly provided herein, limit Landlord’s remedies in such event.

ARTICLE 3 — RENT

      Section 3.01 . Base Rent . Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental Installments in advance, without demand, deduction or offset, on the Commencement Date and on or before the first day of each and every calendar month thereafter during the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated.

      Section 3.02 . Annual Rental Adjustment Definitions .

     (a) " Annual Rental Adjustment " shall mean the amount of Tenant’s Proportionate Share of Operating Expenses for a particular calendar year.

     (b) " Operating Expenses " shall mean the amount of all of Landlord’s costs and expenses paid or incurred in operating, repairing, replacing and maintaining the Building and the Common Areas in good condition and repair for a particular calendar year (including all additional costs and expenses that Landlord reasonably determines that it would have paid or incurred during such year if the Building had been fully occupied), including by way of illustration and not limitation, the following: all Real Estate Taxes (as hereinafter defined), insurance premiums and deductibles; water, sewer, electrical and other utility charges other than the separately billed electrical and other charges paid by Tenant as provided in this Lease (or other tenants in the Building); service and other charges incurred in the repair, replacement, operation and maintenance of the elevators and the heating, ventilation and air-conditioning system; costs associated with providing fitness facilities, if any; cleaning and other janitorial services; tools and supplies; repair costs; landscape maintenance costs; access patrols; license, permit and inspection fees; management fees; administrative fees; supplies, costs, wages and related employee benefits payable for the management, maintenance and operation of the Building; maintenance, repair and replacement of the driveways, parking and sidewalk areas (including snow and ice removal), landscaped areas, and lighting; and maintenance and repair costs, dues, fees and assessments incurred under any covenants or charged by any owners association.

     Operating Expenses shall specifically exclude the following:

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     (c) " Tenant’s Proportionate Share of Operating Expenses " shall mean an amount equal to the product of Tenant’s Proportionate Share times the Operating Expenses.

     (d) " Real Estate Taxes " shall mean all real estate taxes and assessments, special or otherwise, levied or assessed upon or with respect to the Building and Common Areas, provided real estate taxes and assessments (except as provided below with respect to special assessments) shall be included in Real Estate Taxes for a calendar year only to the extent such taxes and assessments are paid in such calendar year, and ad valorem taxes for any personal property owned by Landlord and used in connection therewith. Should the State of Illinois, or any political subdivision thereof, or any other governmental authority having jurisdiction over the Building and Common Areas: (a) impose a tax, assessment, charge or fee, or increase a then existing tax, assessment, charge or fee that Landlord shall be required to pay, either by way of substitution of Real Estate Taxes and ad valorem personal property taxes, or in addition to Real Estate Taxes and ad valorem personal property taxes, or (b) impose an income or franchise tax or a tax on rents ("Rent Tax") in substitution for or as a supplement to a tax levied against the Building and Common Areas which are incurred during any calendar year during the Term, all such taxes, assessments, fees or changes (hereafter referred to as "in lieu taxes") shall be deemed to constitute Real Estate Taxes hereunder. If any special assessments payable in installments is levied against all or part of the Building and Common Areas, then Real Estate Taxes for the calendar year in which such assessment is levied and for each calendar year thereafter or portion thereof during the Term shall include only the amount of any installments of such assessments plus interest thereon paid or payable during such calendar year (without regard to any right to pay or make payments of such assessment in a single payment). Real Estate Taxes shall also include all reasonable fees and costs incurred by Landlord in seeking to obtain a reduction of or limit on the increase in Real Estate Taxes, regardless of whether any reduction or limitation is obtained. Except as provided with regard to "in lieu taxes", Real Estate Taxes shall not include any Illinois Replacement Tax or any tax on inheritance, state, succession, transfer, sales, gift, franchise, income, capital or stock. In addition, to the extent any Rent Tax is not levied in lieu of any of the above-described Real Estate Taxes, Landlord shall pass though and apportion any such Rent Tax directly to the Building and Common Area tenants to whom such Rent Tax is attributable to the extent practicable.

      Section 3.03 . Payment of Additional Rent .

     (a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered "Additional Rent" payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.

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     (b) In addition to the Minimum Annual Rent specified in this Lease, commencing as of the Commencement Date, Tenant shall pay to Landlord as Additional Rent for the Leased Premises, in each calendar year or partial calendar year during the Lease Term, an amount equal to the Annual Rental Adjustment for such calendar year. Landlord shall estimate the Annual Rental Adjustment annually, and written notice thereof shall be given to Tenant prior to the beginning of each calendar year. Tenant shall pay to Landlord each month, at the same time the Monthly Rental Installment is due, an amount equal to one-twelfth (1/12) of the estimated Annual Rental Adjustment. If Operating Expenses increase during a calendar year, Landlord may increase the estimated Annual Rental Adjustment, but no more than one (1) time per calendar year, by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such year, an amount equal to the amount of such increase in the estimated Annual Rental Adjustment divided by the number of months remaining in such year. Within a reasonable time after the end of each calendar year, Landlord shall prepare and deliver to Tenant a statement showing the actual Annual Rental Adjustment. Within thirty (30) days after receipt of the aforementioned statement, Tenant shall pay to Landlord, or Landlord shall credit against the next rent payment or payments due from Tenant, as the case may be, the difference between the actual Annual Rental Adjustment for the preceding calendar year and the estimated amount paid by Tenant during such year. This Section 3.03 shall survive the expiration or any earlier termination of this Lease.

      Section 3.04 . Late Charges . Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and legal costs and expenses if Tenant fails to pay timely any payment required hereunder. Therefore, in addition to the other remedies available to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue, such unpaid amount shall bear interest from the due date thereof to the date of payment at the prime rate of interest, as reported in the Wall Street Journal (the "Prime Rate") plus four percent (4%) per annum Notwithstanding the above, Landlord shall provide Tenant with a written notice of such payment default prior to assessing the late charge and Tenant shall have an additional five (5) days to cure such payment default before Landlord assesses any late charges; provided, however, that Landlord shall not be required to give such notice more than one (1) time with respect to any particular payment default, nor more than two (2) times in the consecutive twelve (12) month period with respect to any payment defaults in the aggregate.

      Section 3.05 . Electricity Charges . Tenant acknowledges that the Leased Premises shall be separately metered for electricity. Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all electricity serving the Leased Premises.

      Section 3.06 . Inspection and Audit Rights.

     (a) Tenant shall have the right to inspect, at reasonable times and in a reasonable manner, during the ninety (90) day period following the delivery of Landlord’s statement of the actual amount of the Annual Rental Adjustment (the "Inspection Period"), such of Landlord’s books of account and records as pertain to and contain information concerning the Annual Rental Adjustment for the prior calendar year in order to verify the amounts thereof. Such inspection shall take place at Landlord’s office upon at least fifteen (15) days prior written notice from Tenant to Landlord, but such notice period shall not affect the duration of the Inspection Period. Only Tenant or an accountant that is not being compensated for its services on a contingency fee basis shall conduct such inspection. Tenant shall also agree to follow Landlord’s reasonable procedures for auditing such books and records. Landlord and Tenant shall act reasonably in assessing the other party’s calculation of the Annual Rental Adjustment. Tenant shall provide Landlord with a copy of its findings within sixty (60) days after completion of the audit. In the event of any errors on the part of Landlord costing Tenant in excess of three percent (3%) of Tenant’s actual Operating Expense liability for any calendar year, Landlord will also reimburse Tenant for the costs of an audit reasonably incurred by Tenant in an amount not to exceed $10,000. Tenant’s failure to exercise its rights hereunder within the Inspection Period shall be deemed a waiver of its right to inspect or contest the method, accuracy or amount of such Annual Rental Adjustment. If within the period aforesaid, Tenant provides Landlord with its notice disputing the correctness of the statement, and if such dispute shall have not been settled by agreement, Tenant may submit the dispute to a reputable firm of independent certified public accountants selected by Tenant and approved by Landlord, such approval shall not be unreasonably withheld or delayed, and the decision of such accountants shall be conclusive and binding upon the parties. If such accountant decides that there was an error, Landlord will make correcting payment if Tenant overpaid such amount, and Tenant shall pay Landlord if Tenant underpaid such amount. The actual out-of-pocket fees and expenses involved in such decision shall be borne by the unsuccessful party.

     (b) If Landlord and Tenant agree that Landlord’s calculation of the Annual Rental Adjustment for the inspected calendar year was incorrect, the parties shall enter into a written agreement confirming such undisputed error and then Landlord shall make a correcting payment in full to Tenant within thirty (30) days after the determination of the amount of such error or credit such amount against

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future Additional Rent if Tenant overpaid such amount, and Tenant shall pay Landlord within thirty (30) days after the determination of such error if Tenant underpaid such amount.

     (c) To the extent not otherwise of public record or otherwise readily available without disclosure by Tenant, all of the information obtained through Tenant’s inspection with respect to financial matters (including, without limitation, costs, expenses and income) and any other matters pertaining to Landlord, the Leased Premises, the Building and/or the Park as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of the inspection shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its independent professionals to be similarly bound. The obligations within the preceding sentence shall survive the expiration or earlier termination of the Lease.

ARTICLE 4 — SECURITY DEPOSIT

      Intentionally Omitted

ARTICLE 5 — OCCUPANCY AND USE

      Section 5.01 . Use . Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written consent of Landlord.

      Section 5.02 . Covenants of Tenant Regarding Use .

     (a) Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner, (ii) comply with all covenants that encumber the Building that are made know to Tenant by written notice from Landlord and all laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation, those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and regulations of Landlord, including the Building Rules and Regulations attached hereto as Exhibit E and made a part hereof, as may be modified from time to time by Landlord on reasonable notice to Tenant. Landlord shall make commercially reasonable efforts to uniformly enforce any rules and regulations as to all tenants of the Building.

     (b) Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any of Landlord’s directions, rules and regulations, but agrees that any enforcement thereof shall be done uniformly. Tenant shall not use the Leased Premises, nor allow the Leased Premises to be used, for any purpose or in any manner that would (i) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged.

      Section 5.03 . Landlord’s Rights Regarding Use . Without limiting any of Landlord’s rights specified elsewhere in this Lease (a) Landlord shall have the right at any time, without notice to Tenant, to control, change or otherwise alter the Common Areas in such manner as it deems necessary or proper, and (b) Landlord, its agents, employees and contractors and any mortgagee of the Building shall have the right to enter any part of the Leased Premises at reasonable times upon reasonable notice (except in the event of an emergency where no notice shall be required) for the purposes of examining or inspecting the same (including, without limitation, testing to confirm Tenant’s compliance with this Lease), showing the same to prospective purchasers, mortgagees or tenants during the last twelve (12) months of the Lease Term or otherwise agreed upon by the parties, and making such repairs, alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary or desirable. Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor. Notwithstanding the foregoing, Landlord shall make commercially reasonable efforts to minimize interference with Tenant’s access or use of the Leased Premises when exercising its rights under this Section 5.03 .

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ARTICLE 6 — UTILITIES AND OTHER BUILDING SERVICES

      Section 6.01 . Services to be Provided . Provided Tenant is not in default, Landlord shall furnish to Tenant, except as noted below, the following utilities and other services to the extent reasonably necessary for Tenant’s use of the Leased Premises for the Permitted Use, or as may be required by law or directed by governmental authority:

     (a) Heating, ventilation and air-conditioning ("HVAC") between the hours of 8:00 a.m. and 6:00 p.m. Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturday of each week except on legal holidays. Tenant shall pay for any after-hours HVAC use in the Leased Premises;

     (b) Electrical current not to exceed four (4) watts per square foot;

     (c) Water in the Common Areas for lavatory and drinking purposes;

     (d) Automatic passenger elevator service to be used by Tenant in common with other tenants. Landlord may restrict Tenant’s use of the elevators for freight purposes to hours reasonably determined by Landlord;

     (e) Cleaning and janitorial service in the Leased Premises and Common Areas in accordance with the janitorial specifications attached hereto and made a part hereof as Exhibit D ("Janitorial Specifications"), which are subject to change from time to time, on Monday through Friday of each week except legal holidays; provided, however, Tenant shall be responsible for carpet cleaning other than routine vacuuming;

     (f) Washing of windows at intervals reasonably established by Landlord;

     (g) Replacement of all lamps, bulbs, starters and ballasts in Building standard lighting as required from time to time as a result of normal usage; and

     (h) Maintenance of the Common Areas, including the removal of rubbish, ice and snow.

      Section 6.02 . Additional Services .

     (a) If Tenant requests utilities or building services in addition to those identified above, or if Tenant uses any of the above utilities or services in frequency, scope, quality or quantity substantially greater than that which Landlord reasonably determines is normally required by other tenants in the Building, then Landlord shall use reasonable efforts to attempt to furnish Tenant with such additional utilities or services. In the event Landlord is able to and does furnish such additional utilities or services, the costs thereof (which shall be deemed to mean the cost that Tenant would have incurred had Tenant contracted directly with the utility company or service provider) shall be borne by Tenant, who shall reimburse Landlord monthly, after receipt of an itemized invoice from Landlord for the same as Additional Rent. Except as otherwise provided in Section 3.05, Landlord shall also have the right to submeter or separately meter the Leased Premises at Tenant’s sole cost, and Tenant shall pay such utilities based on the submeter or separate meter.

     (b) If any lights, density of staff, machines or equipment used by Tenant in the Leased Premises materially affect the temperature otherwise maintained by the Building’s air-conditioning system or generate substantially more heat in the Leased Premises than that which would normally be generated by other tenants in the Building or by tenants in comparable office buildings making the same use thereof as the Permitted Use hereunder, then Landlord shall have the right to install any machinery or equipment that Landlord considers reasonably necessary in order to restore the temperature balance between the Leased Premises and the rest of the Building, including, without limitation, equipment that modifies the Building’s air-conditioning system. All costs expended by Landlord to install any such machinery and equipment and any additional costs of operation and maintenance in connection therewith shall be borne by Tenant, who shall reimburse Landlord for the same as provided in this Section 6.02 .

      Section 6.03 . Interruption of Services . Tenant acknowledges and agrees that any one or more of the utilities or other services identified in Sections 6.01 or 6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made, which shall be made as promptly and diligently as commercially reasonable. Except as expressly provided in this Section 6.03 , Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or service and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due hereunder. Notwithstanding the foregoing, in the event that (i) an interruption of utility service to the Leased Premises is due to Landlord’s negligence or intentional wrongful acts and (ii) the restoration of such utility service is entirely within Landlord’s control and (iii)

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such interruption renders all or a portion of the Leased Premises untenantable (meaning that Tenant is unable to use, and does not use, such space in the normal course of its business for the Permitted Use) for more than three (3) consecutive business days, then Tenant shall promptly notify Landlord in writing that Tenant intends to abate rent. If service has not been restored prior to the expiration of such three (3) consecutive business days, then Minimum Annual Rent shall abate proportionately with respect to the portion of the Leased Premises rendered untenantable on a per diem basis for each day after such three (3) consecutive business-day period during which such portion of the Leased Premises remains untenantable. Notwithstanding the foregoing, no restoration of services shall be deemed to have occurred unless the restored services are continuously operational for three (3) consecutive business days. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore service as set forth above, and Tenant shall not be entitled to damages (consequential or otherwise), except for said abatement, as a result thereof.

ARTICLE 7 — REPAIRS, MAINTENANCE AND ALTERATIONS

      Section 7.01 . Repair and Maintenance of Building . Landlord shall make all necessary repairs and replacements to the roof, exterior walls, exterior doors, windows, corridors and other Common Areas, and Landlord shall keep the Building in a clean and neat condition and use reasonable efforts to keep all equipment used in common with other tenants in good condition and repair. The cost of such repairs, replacements and maintenance shall be included in Operating Expenses to the extent provided in Section 3.02 ; provided however, to the extent any such repairs, replacements or maintenance are required because of the negligence, misuse or default of Tenant, its employees, agents, contractors, customers or invitees, Landlord shall make such repairs at Tenant’s sole expense.

      Section 7.02 . Repair and Maintenance of Leased Premises . Landlord shall keep and maintain the Leased Premises in good condition and repair. The cost of such repairs and maintenance to the Leased Premises shall be included in Operating Expenses; provided however, to the extent any repairs or maintenance are required in the Leased Premises because of the negligence, misuse or default of Tenant, its employees, agents, contractors, customers or invitees or are made at the specific request of Tenant, Landlord shall make such repairs or perform such maintenance at Tenant’s sole expense. Notwithstanding the above, Tenant shall be solely responsible for any repair or replacement with respect to Tenant’s Property (as defined in Section 8.01 below) located in the Leased Premises. Nothing in this Article 7 shall obligate Landlord or Tenant to repair normal wear and tear to any paint, wall covering or carpet in the Leased Premises.

      Section 7.03 . Alterations . Except for the construction of the Tenant Improvements in accordance with Section 2.02 , Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing with the exception of alterations or improvements not exceeding One Hundred Thousand and No/100 Dollars ($100,000.00) in any one calendar year during the Lease Term which do not affect the structure, mechanical systems or electrical systems of the Building (the "Minor Alterations"). In situations where Landlord’s prior approval is not so required, Tenant shall promptly notify Landlord with respect to such alterations and furnish Landlord with architectural drawings regarding same, the review of which, if made by Landlord, shall be without charge or cost to Tenant. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Except for Minor Alterations (as defined above), Tenant agrees that at Tenant’s option, all work on any alterations to the Leased Premises shall be performed by either (i) Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord ("DCLP"), who shall receive a fee as Landlord’s construction manager or general contractor, or (ii) an experienced and reputable contractor approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed).

ARTICLE 8 — INDEMNITY AND INSURANCE

      Section 8.01 . Release . All of Tenant’s trade fixtures, merchandise, inventory and all other personal property in or about the Leased Premises, the Building or the Common Areas, which is deemed to include the trade fixtures, merchandise, inventory and personal property of others located in or about

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the Leased Premises or Common Areas at the invitation, direction or acquiescence (express or implied) of Tenant (all of which property shall be referred to herein, collectively, as "Tenant’s Property"), shall be and remain at Tenant’s sole risk. Landlord shall not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a) any and all liability for theft or damage to Tenant’s Property, and (b) any and all liability for any injury to Tenant or its employees, agents, contractors, guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent of personal injury (but not property loss or damage) caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.01 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.01 , the provisions of Section 8.06 shall prevail. This Section 8.01 shall survive the expiration or earlier termination of this Lease.

      Section 8.02 . Indemnification by Tenant . Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent (a) arising out of or relating to any act, omission, negligence, or willful misconduct of Tenant or Tenant’s agents, employees, contractors, customers or invitees in or about the Leased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Tenant’s Property, or (c) arising out of any other act or occurrence within the Leased Premises, in all such cases except to the extent of personal injury (but not property loss or damage) caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.02 , the provisions of Section 8.06 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Lease.

      Section 8.03 . Indemnification by Landlord . Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to any act, omission, negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03 , the provisions of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease.

      Section 8.04 . Tenant’s Insurance .

     (a) During the Lease Term (and any period of early entry or occupancy or holding over by Tenant, if applicable), Tenant shall maintain the following types of insurance, in the amounts specified below:

          (i) Liability Insurance . Commercial General Liability Insurance (which insurance shall not exclude blanket contractual liability, broad form property damage, personal injury, or fire damage coverage) covering the Leased Premises and Tenant’s use thereof against claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of not less than $5,000,000 for each policy year, which limit may be satisfied by any combination of primary and excess or umbrella per occurrence policies ("Tenant’s GLI").

          (ii) Property Insurance . Special Form Insurance (which insurance shall not exclude flood or earthquake) in the amount of the full replacement cost of Tenant’s Property and betterments (including alterations or additions performed by Tenant pursuant hereto, but excluding those improvements, if any, made pursuant to Section 2.02 above), which insurance shall include an agreed amount endorsement waiving coinsurance limitations.

          (iii) Worker’s Compensation Insurance . Worker’s Compensation insurance in amounts required by applicable law.

          (iv) Business Interruption Insurance . Business Interruption Insurance, in amounts and for occurrences reasonably deemed necessary by Tenant; provided, however, that Tenant acknowledges that Landlord is released from any liability arising during the term of the Lease that would have been covered by business interruption insurance, if Tenant had carried such insurance.

     (b) Tenant’s GLI required by Tenant hereunder shall (i) be issued by one or more insurance companies reasonably acceptable to Landlord, licensed to do business in the State in which the Leased Premises is located and having an AM Best’s rating of A IX or better, and (ii) provide that said insurance shall not be materially changed, canceled or permitted to lapse on less than thirty (30) days’ prior written

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notice to Landlord. In addition, Tenant’s GLI shall protect Tenant and Landlord as their interests may appear, naming Landlord, Landlord’s managing agent, and any mortgagee requested by Landlord, as additional insureds. On or before the Commencement Date (or the date of any earlier entry or occupancy by Tenant), and thereafter, within ten (10) days prior to the expiration of each such policy, Tenant shall furnish Landlord with certificates of insurance in the form of ACORD 25 or ACORD 25-S (or other evidence of insurance reasonably acceptable to Landlord), evidencing Tenant’s GLI coverage, together with a copy of the endorsements to Tenant’s GLI policy evidencing primary and non-contributory coverage offered to the appropriate additional insureds. Promptly following Tenant’s receipt of a request from Landlord, Tenant shall provide Landlord with copies of all insurance policies, including all endorsements, evidencing the coverages required hereunder. If Tenant fails to carry such insurance and furnish Landlord with such certificates of insurance or copies of insurance policies (if applicable), Landlord may obtain such insurance on Tenant’s behalf and Tenant shall reimburse Landlord upon demand, following Tenant’s receipt of an itemized invoice therefore, for the cost thereof as Additional Rent. Landlord reserves the right from time to time to require Tenant to obtain higher minimum amounts or different types of insurance if it becomes customary for other landlords of similar buildings in the area to require similar sized tenants in similar industries to carry insurance of such higher minimum amounts or of such different types.

      Section 8.05 . Landlord’s Insurance . During the Lease Term, Landlord shall maintain the following types of insurance, in the amounts specified below (the cost of which shall be included in Operating Expenses):

     (a)  Liability Insurance . Commercial General Liability Insurance (which insurance shall not exclude blanket, contractual liability, broad form property damage, personal injury, or fire damage coverage) covering the Common Areas against claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of not less than $5,000,000, for each policy year, which limits may be satisfied by any combination of primary and excess or umbrella per occurrence policies.

     (b)  Property Insurance . Special Form Insurance (which insurance shall not exclude flood or earthquake) in the amount of the full replacement cost of the Building, including, without limitation, any improvements, if any, made pursuant to Section 2.02 above, but excluding Tenant’s Property and any other items required to be insured by Tenant pursuant to Section 8.04 above.

      Section 8.06 . Waiver of Subrogation . Notwithstanding anything contained in this Lease to the contrary, Landlord and Tenant hereby waive any rights each may have against the other on account of any loss of or damage to their respective property, the Leased Premises, its contents, or other portions of the Building or Common Areas arising from any risk which is required to be insured against by Sections 8.04(a)(ii) and 8.05(b) above. The special form coverage insurance policies maintained by Landlord and Tenant as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance company against Landlord and Tenant, as applicable.

ARTICLE 9 — CASUALTY

     In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the Tenant Improvements required to be made by Landlord pursuant to Section 2.02 above, if any. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, in the event the Building or the Leased Premises should be totally or substantially destroyed or damaged as provided herein, then within thirty (30) days following the date of such destruction or damage, Landlord will provide Tenant with written notice, stating Landlord’s good faith estimate of the length of time necessary for reconstruction and restoration. If Landlord reasonably and in good faith determines that the reconstruction and restoration will take more than one hundred eighty (180) days from the date of casualty to substantially complete, either party shall be entitled to terminate this Lease upon thirty (30) days prior written notice to the other party. Upon such termination, both parties shall be released from all liability hereunder, except for any right or obligation arising prior to the date of such termination or which survives termination hereof. However, if neither party terminates within such thirty (30) day period, Landlord shall promptly thereafter commence and diligently perform the necessary reconstruction. If, after undertaking such reconstruction, the Leased Premises are not restored to a stage where Tenant can use the Leased Premises for the Permitted Use within the one hundred eighty (180) day period, as extended as a result of Force Majeure or Tenant Delays (as hereinafter defined), Tenant shall be entitled to terminate this Lease upon written notice delivered to Landlord within thirty (30) days after the 180-day period. Upon such termination, both parties shall be released from all liability hereunder, except for any right or obligation arising prior to the date of such termination or which survives termination hereof. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph.

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ARTICLE 10 — EMINENT DOMAIN

     If all or any substantial part of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant on or before the date possession thereof is so taken. If all or any part of the Leased Premises or common areas shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use for the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so taken. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation damages if such amount is not subtracted from Landlord’s award.

ARTICLE 11 — ASSIGNMENT AND SUBLEASE

      Section 11.01 . Assignment and Sublease .

     (a) Except to a Permitted Transferee (as hereinafter defined), Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any extension, expansion, rights of first offer, rights of first refusal or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease.

     (b) Except to a Permitted Transferee, by way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s reasonable opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant of the Building or has previously viewed the Building as a prospective tenant thereof. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. If Landlord refuses to give its consent to any proposed assignment or subletting and Tenant does not withdraw its request for such consent within fifteen (15) days following Tenant’s receipt of Landlord’s written refusal to give such consent, Landlord may, at its option, within thirty (30) days after receiving a request to consent, terminate this Lease by giving Tenant thirty (30) days prior written notice of such termination, whereupon each party shall be released from all further obligations and liability hereunder, except those which expressly survive the termination of this Lease.

     (c) Except to a Permitted Transferee, if Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt, after first paying from such excess the reasonable and customary costs and expenses incurred by Tenant in connection with such subleasing or assignment. Tenant agrees to pay Landlord $500.00 for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Tenant’s interest in and to the Leased Premises as consideration for Landlord’s consent.

      Section 11.02 . Permitted Transfer . Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date of the transfer, and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11 (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer

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shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 11.01 above.

ARTICLE 12 — TRANSFERS BY LANDLORD

      Section 12.01 . Sale of the Building . Landlord shall have the right to sell the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder; and such sale shall operate to release Landlord from liability hereunder after the date of such conveyance.

      Section 12.02 . Estoppel Certificate . Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as Landlord may reasonably request certifying (a) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (b) the date to which rent has been paid, (c) that there are not, to Tenant’s knowledge, any uncured defaults or specifying such defaults if any are claimed, and (d) any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building.

      Section 12.03 . Subordination . Landlord shall have the right to subordinate this Lease to any mortgage, deed to secure debt, deed of trust or other instrument in the nature thereof, and any amendments or modifications thereto (collectively, a "Mortgage") presently existing or hereafter encumbering the Building by so declaring in such Mortgage. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease. Notwithstanding the foregoing, if the holder of the Mortgage shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant is not in Default.

      Section 12.04 . Non-Disturbance . Landlord represents that, as of the Commencement Date, the Building will not be encumbered by a mortgage, deed to secure debt, deed of trust or other instrument in the nature thereof. Simultaneously with Landlord’s request to Tenant to execute a subordination agreement pursuant to this Section 12.03 or upon Tenant’s written request, Landlord shall use commercially reasonable efforts to secure a non-disturbance agreement from any future mortgagee, in a form reasonable acceptable to Tenant and Tenant’s attorneys.

ARTICLE 13 — DEFAULT AND REMEDY

      Section 13.01 . Default. The occurrence of any of the following shall be a "Default":

     (a) Tenant fails to pay any Monthly Rental Installments or Additional Rent within five (5) days after the same is due.

     (b) Tenant fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required to cure, then such default shall be deemed to have been cured if Tenant commences such performance within said thirty (30) day period and thereafter diligently completes the required action within a reasonable time.

     (c)  Intentionally Omitted.

     (d) Tenant shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this Lease.

     (e) All or substantially all of Tenant’s interest in this Lease are attached or levied under execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within sixty (60) days thereafter); Tenant makes a general assignment for the benefit of creditors; Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within thirty (30) days thereafter; or, dissolution or other termination of Tenant’s

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corporate charter if Tenant is a corporation, except in the instance of such termination that is the result of a consolidation or merger permitted pursuant to Section 11.02.

In addition to the defaults described above, the parties agree that if Tenant receives written notice of a violation of the performance of any (but not necessarily the same) term or condition of this Lease three (3) or more times during any twelve (12) month period, regardless of whether such violations are ultimately cured, then such conduct shall, at Landlord’s option, represent a separate Default.

      Section 13.02 . Remedies . Upon the occurrence of any Default, Landlord shall have the following rights and remedies, in addition to those stated elsewhere in this Lease and those allowed by law or in equity, any one or more of which may be exercised without further notice to Tenant:

     (a) Landlord may re-enter the Leased Premises and cure any Default of Tenant, and Tenant shall reimburse Landlord as Additional Rent for any costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord’s action.

     (b) Without terminating this Lease, Landlord may terminate Tenant’s right to possession of the Leased Premises, and thereafter, neither Tenant nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises, and Tenant shall immediately surrender the Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant and any other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy that Landlord may have. Upon termination of possession, Landlord may (i) re-let all or any part thereof to a person or entity that is not an affiliate of Landlord for a term different from that which would otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained herein, but in any event on commercially reasonable terms, whereupon Tenant, to the extent permitted by law, shall be immediately obligated to pay to Landlord an amount equal to the present value (discounted at the Prime Rate) of the difference between the rent provided for herein and that provided for in any lease covering a subsequent re-letting of the Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term (the "Accelerated Rent Difference"), or (ii) to the extent permitted by law, without re-letting, declare the present value (discounted at the Prime Rate) of all rent which would have been due under this Lease for the balance of the Lease Term to be immediately due and payable as liquidated damages (the "Accelerated Rent"). Upon termination of possession, Tenant shall be obligated to pay to Landlord (A) the Accelerated Rent Difference or the Accelerated Rent, whichever is applicable, (B) all loss or damage that Landlord may sustain by reason of Tenant’s Default ("Default Damages"), which shall include, without limitation, expenses of preparing the Leased Premises for re-letting, demolition, repairs, tenant finish improvements, brokers’ commissions and attorneys’ fees, and (C) all unpaid Minimum Annual Rent and Additional Rent that accrued prior to the date of termination of possession, plus any interest and late fees due hereunder (the "Prior Obligations").

     (c) Landlord may terminate this Lease and declare, to the extent permitted by law, the Accelerated Rent to be immediately due and payable, whereupon Tenant shall be obligated to pay to Landlord (i) the Accelerated Rent, (ii) all of Landlord’s Default Damages, and (iii) all Prior Obligations. It is expressly agreed and understood that all of Tenant’s liabilities and obligations set forth in this subsection (c) shall survive termination.

     (d) Landlord and Tenant acknowledge and agree that, to the extent permitted by law, the payment of the Accelerated Rent Difference or the Accelerated Rent as set above shall not be deemed a penalty, but merely shall constitute payment of liquidated damages, it being understood that actual damages to Landlord are extremely difficult, if not impossible, to ascertain. Neither the filing of a dispossessory proceeding nor an eviction of personalty in the Leased Premises shall be deemed to terminate the Lease.

     (e) Landlord may sue for injunctive relief or to recover damages for any loss resulting from the Default.

      Section 13.03 . Landlord’s Default and Tenant’s Remedies . Landlord shall be in default if it fails to perform any term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default, Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled to terminate this Lease (except as provided in Paragraph 3 of Exhibit B attached hereto) or withhold, offset

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or abate (except for any abatement specifically provided in Section 6.03 and Article 9) any sums due hereunder.

      Section 13.04 . Limitation of Landlord’s Liability . If Landlord shall fail to perform any term, condition, covenant or obligation required to be performed by it under this Lease and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord, Tenant agrees that it shall look solely to Landlord’s right, title and interest in and to the Building for the collection of such judgment; and Tenant further agrees that no other assets of Landlord shall be subject to levy, execution or other process for the satisfaction of Tenant’s judgment.

      Section 13.05 . Nonwaiver of Defaults . Neither party’s failure or delay in exercising any of its rights or remedies or other provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord’s receipt of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord and satisfaction. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

      Section 13.06 . Attorneys’ Fees . If either party defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease and the non-defaulting party obtains a judgment against the defaulting party, then the defaulting party agrees to reimburse the non-defaulting party for reasonable attorneys’ fees incurred in connection therewith. In addition, if a monetary Default shall occur and Landlord or Tenant engages outside counsel to exercise its remedies hereunder, and then Tenant or Landlord cures such monetary Default, then as applicable, Tenant or Landlord shall pay to the other party, on demand, all expenses incurred by the applicable party as a result thereof, including reasonable attorneys’ fees, court costs and expenses actually incurred. Notwithstanding the foregoing, if both Landlord and Tenant are alleged to be a defaulting party by the other party, then the attorney’s fees shall be awarded to the party the court determines prevailed more substantially on its claim.

ARTICLE 14 — LANDLORD’S RIGHT TO RELOCATE TENANT

[INTENTIONALLY OMITTED]

ARTICLE 15 — TENANT’S RESPONSIBILITY REGARDING
ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES

      Section 15.01 . Environmental Definitions .

     (a) "Environmental Laws" shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the Leased Premises, and the rules and regulations of the Federal Environmental Protection Agency and any other federal, state or municipal agency or governmental board or entity having jurisdiction over the Leased Premises.

     (b) "Hazardous Substances" shall mean those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" "solid waste" or "infectious waste" under Environmental Laws and petroleum products.

      Section 15.02 . Restrictions on Tenant . Tenant shall not cause or permit the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under or about the Leased Premises, or the transportation to or from the Leased Premises of any Hazardous Substances, except as necessary and appropriate for its Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and the highest standards prevailing in the industry.

      Section 15.03 . Notices, Affidavits, Etc . Promptly after Tenant has actual knowledge, Tenant shall promptly (a) notify Landlord of (i) any violation by Tenant, its employees, agents, representatives, customers, invitees or contractors of