Exhibit 10.i
SUB-LEASE AGREEMENT
by and between
UNITED BANK OF PENNSYLVANIA
(as Landlord)
and
U. S. MORTGAGE BANKERS, INC.
(as Tenant)
Dated: July 1, 2005
<PAGE>
Page
TABLE OF CONTENTS
1.
Definitions...................................................1
2.
Prime Lease and Premises......................................3
3.
As Is Condition of Premises...................................4
4.
Use of Premises...............................................4
5.
Fixed Basic Rent..............................................4
6.
Additional Rent; Tenant's Personalty..........................4
7.
Operating Costs; Real Estate Taxes............................5
8.
Interest and Late Charge......................................5
9.
Indemnification...............................................5
10.
Insurance.....................................................5
11.
Repairs and Maintenance.......................................8
12.
Utilities and Services........................................8
13.
Governmental Regulations......................................9
14.
Alterations, Additions and Fixtures...........................9
15.
Mechanic's Liens.............................................10
16.
Landlord's Right of Entry....................................11
17.
Damage by Fire or Other Casualty; Condemnation...............12
18.
Non-Abatement of Rent........................................12
19.
Quiet Enjoyment..............................................12
20.
Rules and Regulations........................................12
21.
Assignment and Sublease......................................12
22.
Subordination................................................13
23.
Curing Tenant's Defaults.....................................13
24.
Surrender....................................................13
25.
Defaults-Remedies............................................14
26.
Condition of Premises........................................17
27.
Hazardous Substances.........................................18
28.
Recording....................................................18
29.
Broker.......................................................18
30.
Prime Landlord Consent.......................................18
31.
Notices......................................................19
32.
Irrevocable Offer: No
Option................................19
33.
Inability to Perform.........................................19
34.
Survival.....................................................19
35.
Corporate Tenants............................................19
36.
Waiver of Invalidity of Lease................................20
37.
Rights Reserved by Landlord..................................20
38.
Miscellaneous................................................20
EXHIBIT A - PREMISES
EXHIBIT B - SUBLEASE
EXHIBIT C - PRIME LEASE
-i-
<PAGE>
SUB-LEASE AGREEMENT
THIS SUB-LEASE AGREEMENT (the "Lease") is dated July 1, 2005,
by and between UNITED BANK OF PHILADELPHIA, Pennsylvania banking
corporation
("Landlord") whose address is 30 South 15th Street, Suite 1200,
Philadelphia,
Pennsylvania 19102, and, U. S. MORTGAGE BANKERS, INC., a New Jersey
corporation
( "Tenant") whose address is 3 United States Avenue, Gibbsboro, New
Jersey
08026.
Background:
A.
Landlord leases certain space located on the first floor of
the building commonly known as the Graham Building, located at 30
South 15th
Street, Philadelphia, Pennsylvania, from Citizens Bank of
Pennsylvania a
Pennsylvania state-chartered bank ("Sub-Landlord") whose address is
801 Market
Street, Philadelphia, Pennsylvania 19101 which said space is leased
by the
Sub-Landlord from a Riggs & Co., a division of Riggs Bank N.A.,
as trustee of
the Multi-Employer Property Trust, a trust organized under 12
C.F.R. Section
9.18 ("Prime Landlord") pursuant to the terms of that certain Lease
dated
September 8, 1999 by and between Landlord and Prime Landlord.
B. Landlord desires to
sub-lease the Premises to Tenant and
Tenant desires to accept same from Landlord in accordance with and
subject to
the terms and conditions hereinafter set forth.
Agreement:
For and in consideration of the covenants contained in this Lease
and
other valuable consideration, the receipt and sufficiency of which
are hereby
acknowledged, Landlord and Tenant, intending to be legally bound
hereby, agree
as follows:
1. Definitions.
In addition to other terms elsewhere defined in
this Lease, the following terms whenever used in this Lease shall
have only the
meanings set forth in this Section, unless such meanings are
expressly modified,
limited or expanded elsewhere in this Lease.
A.
Additional Rent shall mean all sums defined as Additional Rent in
or
pursuant to the Prime Lease and any and all other sums, in addition
to Fixed
Basic Rent payable by Tenant to Landlord or to third parties
pursuant to the
provisions of the Lease.
B. Broker
shall mean CB Richard Ellis.
C.
Building shall mean the building known as the Graham Building with
an
address of 30 South 15th Street, Philadelphia, Pennsylvania.
D.
Commencement Date shall mean July 1, 2005.
-1-
<PAGE>
E.
Exhibits shall be the following, attached to this Lease and
incorporated in this Lease and made a part of this Lease:
Exhibit A
Premises
Exhibit B
Sublease
Exhibit C
Prime Lease
F.
Expiration Date shall mean September 29, 2009.
G. Fixed
Basic Rent shall mean, with respect to each Lease Year, the
following amounts:
------------------------------------------------------------------------
Lease Year
Annual Rent Monthly Installment
------------------------------------------------------------------------
July
1, 2005 - June 30, 2006
$34,923.00
$2,910.25
------------------------------------------------------------------------
July
1, 2006 - June 30, 2007
$37,609.00
$3,134.08
------------------------------------------------------------------------
July
1, 2007 - June 30, 2008
$40,296.00
$3,358.00
------------------------------------------------------------------------
July
1, 2008 - June 30, 2009
$42,982.00
$3,581.83
------------------------------------------------------------------------
July
1, 2009 - September 29, 2009 $45,669.00
$3,805.75
------------------------------------------------------------------------
H. Lease
Year shall mean each consecutive twelve (12) month period
during
the Term commencing on the Commencement Date.
I.
Permitted Use shall mean use as a branch bank and other general
office
use and for no other purpose, subject to all applicable laws and
all rules and
regulations of the Building and insurers of the Building.
J. Person
shall mean a natural person, a partnership, a corporation, an
association, and any other form of business association or
entity.
K.
Premises shall be approximately 2,673 rentable square feet on the
first
floor of the Building as set forth on Exhibit A excluding the ATM
Area as
defined below.
L. Prime
Landlord shall have the meaning ascribed to such term in the
Background.
M. Prime
Lease shall mean that certain Lease dated September 8, 1999 by
and between Sub-Landlord and Prime Landlord, whereby Sub-Landlord
has leased the
Premises from the Prime Landlord, a copy of such Prime Lease being
attached
hereto and incorporated herein as Exhibit C.
N. Rent
shall mean all Fixed Basic Rent and Additional Rent and any
other
rent or other sums due under this Lease reserved under this
Lease.
-2-
<PAGE>
O.
Sublease shall mean that certain Lease dated April 15, 2005 by
and
between Landlord and Sub-Landlord, whereby Landlord has leased the
Premises from
the Sub-Landlord, a copy of such Prime Lease being attached hereto
and
incorporated herein as Exhibit B.
P.
Tenant's Pro Rata Share shall mean an amount equal to one and
twelve
hundredths percent (1.12%), which percentage has been determined
pursuant to the
Prime Lease.
Q. Term
shall mean the period of time commencing on the Commencement
Date
and ending on the Expiration Date, unless otherwise terminated
pursuant to the
terms of this Lease.
2. Prime Lease and Premises.
a)
Landlord hereby demises and subleases the Premises to Tenant and
Tenant
hereby leases and takes the Premises from Landlord for the Term and
upon the
terms, covenants, conditions, and provisions set forth in this
Lease. The
Tenant's interest in the Premises as subtenant shall include the
right, subject
to the Prime Lease, in common with Prime Landlord, Landlord and
other occupants
of the Building, to use sidewalks, lobbies, hallways, entranceways,
lavatory
facilities and other facilities which are located within the
Building and which
are designated by Landlord or Prime Landlord from time to time for
the use of
all of the tenants of the Building (the "Common Facilities").
b) Tenant
acknowledges and agrees that this Lease is a sublease and is
under and subject to all of the terms, covenants, conditions and
agreements of
the Sublease and the Prime Lease and the operation of the same. In
the event of
any termination of either the Sublease or the Prime Lease, for any
reason
whatsoever or howsoever, notwithstanding anything to the contrary
in this Lease,
this Lease shall terminate absolutely without liability to
Landlord,
Sub-Landlord or Prime Landlord. A true and correct copy of the
Sublease and the
Prime Lease are attached to this Lease and incorporated herein as
Exhibit B and
Exhibit C respectively. The terms, provisions, covenants and
conditions of the
Prime Lease are hereby incorporated herein by reference and made a
part hereof
and are and shall be superior to this Lease to the extent they
impose duties or
obligations on Landlord, as tenant. During the Term, as between
Tenant and
Landlord, Tenant hereby assumes and agrees to perform and be bound
by all of the
foregoing provisions of the Prime Lease which are incorporated
herein as if
Tenant were the "Tenant" under the Prime Lease, Landlord were the
"Landlord"
thereunder and the Premises were the "Premises" thereunder (except
that Tenant
shall also afford Prime Landlord any rights granted to Landlord in
such
provisions including any approval rights). Landlord shall have all
of rights and
remedies of the Sub-Landlord under the Sublease and the Prime
Landlord under the
Prime Lease as against Tenant. Tenant shall have none of the
privileges,
benefits or rights granted to Landlord, as tenant, under the Prime
Lease or
under the Sublease unless expressly granted to Tenant herein
(including, without
limitation, any renewal options or rights of first offer).
c) Tenant
acknowledges that Landlord, Prime Landlord and/or Prime
Landlord's lender may have different interests in some
circumstances; therefore,
Tenant agrees that Landlord shall not be bound by any approval or
consent
provided by Sub-Landlord or Prime Landlord, or Prime Landlord's
lender and that
Landlord shall not be liable or responsible for any denial, delay
or condition
of approval or consent by Sub-Landlord, Prime Landlord or Prime
Landlord's
lender, which if not given, shall automatically result in the
demand by Landlord
of its consent or approval.
-3-
<PAGE>
d) Except
as otherwise expressly provided in this Lease, in the event of
a
conflict between the terms of the Sublease of the Prime Lease and
the provisions
of this Lease, the applicable provision which is more restrictive
on Tenant, or
which imposes the greater obligation on Tenant, shall control. Any
capitalized
terms used in this Lease and not otherwise defined herein, shall
have the
meanings prescribed for such terms in the Sublease or the Prime
Lease.
3. As Is Condition of Premises. The Premises are being leased to
Tenant in
"AS-IS" condition without any obligation of the Landlord to make
any
alterations, improvements, or repairs. Tenant acknowledges that it
has inspected
the Premises and agrees to accept the same as of the date hereof in
its current
state of condition and repair and releases the Landlord from any
and all claims
in connection therewith.
4. Use of Premises. Tenant shall occupy the Premises throughout the
Term and
shall use the same solely for the Permitted Use. Tenant shall not
make, or
permit to be made, any unseemly or disturbing noises or odors and
shall not
interfere with other tenants or those having business with them.
Tenant shall
keep all mechanical apparatus in the Premises free of vibration and
noise which
may be transmitted beyond the limits of the Premises. Tenant shall
not overload
any floor or part thereof in the Premises or the Building,
including any public
corridors or elevators therein, by bringing in, placing, storing,
installing or
removing any large or heavy articles and Landlord may prohibit or
may direct and
control the location and size of safes and all other heavy articles
and may
require, at Tenant's sole cost and expense, supplementary supports
of such
material and dimensions as Landlord, Sub-Landlord or Prime Landlord
may deem
necessary to properly distribute the weight.
5. Fixed Basic Rent. Commencing on the Commencement Date and
throughout the
Term, Tenant shall pay to Landlord at the address listed in Section
31 hereof
the Fixed Basic Rent, without notice or demand and without setoff
or deduction,
in equal monthly installments specified in Section 1(G), in
advance, on the
first day of each calendar month during the Term. If the
Commencement Date falls
on a day other than the first day of a calendar month, the Fixed
Basic Rent
shall be due and payable for such month, apportioned on a per diem
basis for the
period between the Commencement Date and the first day of the next
first full
calendar month in the Term and such apportioned sum shall be paid
on the
Commencement Date.
6. Additional Rent; Tenant's Personalty.
a)
Commencing on the Commencement Date, Tenant shall pay to Landlord
as
rent, all Additional Rent. Additional Rent shall be payable on or
before the
date when such payment is first due, either as provided for
hereunder or
pursuant to either the Sublease or the Prime Lease. If no date or
time is
specified, then all such Additional rent shall be due upon
invoicing, without
any deduction, offset or counterclaim of any kind for any reason
whatsoever and
without prior notice or demand.
-4-
<PAGE>
b) Tenant
shall pay all taxes imposed upon Tenant's occupancy, business,
furnishings, trade fixtures, equipment or other personal property.
If any such
taxes are levied or assessed against Landlord Sub-Landlord or Prime
Landlord or
their respective interests in the Premises or the Building, or if
the personal
property located within the Premises causes an increase in the
assessed value of
the Premises or the Building, and Landlord elects to pay such taxes
or such
increase in taxes, Tenant shall reimburse Landlord for same upon
demand.
7. Operating Costs; Real Estate Taxes.
a) Tenant
shall pay to Landlord, as Additional Rent, the Estimated
Operating Costs Allocable to the Premises and the area adjacent to
the Premises
consisting of approximately 260 square feet and containing
Landlord's automatic
teller machines (the "ATM Area") payable by Landlord under the
Sublease or by
the Sub-Landlord under the Prime Lease. Such payments shall be due
and payable
on the first day of each calendar month during the Term, together
with Fixed
Basic Rent.
b) Tenant
shall pay to Landlord, as Additional Rent, the Estimated
Property Taxes Allocable to the Premises payable by Landlord under
the Prime
Lease. Such payments shall be due and payable on the first day of
each calendar
month during the Term, together with Fixed Basic Rent.
8. Interest and Late Charge. Landlord may charge a late payment
charge of five
percent (5%) of any installment of Fixed Basic Rent or Additional
Rent that is
not paid on or before the due date thereof. Any amount due from
Tenant to
Landlord which is not paid when due shall bear interest
("Interest") at an
interest rate equal to the Prime Rate published from time to time
in the Money
Rates column of the Wall Street Journal (East Coast Edition) plus
3% (or, if
lower, the highest rate then allowed under the usury laws of the
Commonwealth of
Pennsylvania) from the date due until the date paid. The right of
Landlord to
charge a late charge and interest with respect to past due
installments of Fixed
Basic Rent and Additional Rent is in addition to Landlord's rights
and remedies
upon an event of default.
9. Indemnification. Tenant shall fully reimburse Landlord upon
demand for any
costs or expenses incurred by Landlord in connection with the terms
and
conditions set forth in Sublease or Section 4.12 of the Prime Lease
by reason of
or arising, directly or indirectly, from (i) Tenant's possession,
use or
occupancy of the Premises or the business conducted at the
Premises, (ii) any
act, omission or negligence of Tenant, or any of Tenant's agents,
business
invitees or customers, or (iii) any breach or default by Tenant
under this
Lease. This indemnity shall survive the expiration of the Term or
earlier
termination of this Lease and shall apply to any early entry to the
Premises by
or on behalf of Tenant.
10. Insurance.
a)
Tenant's Insurance.
(i) Tenant covenants and represents, such covenants and
representations
being specifically designed to induce Landlord to execute this
Lease, that
during the entire Term, at its sole cost and expense, Tenant shall
obtain,
maintain and keep in full force and effect the following
insurance:
-5-
<PAGE>
(1) "All Risk" property insurance against fire, theft,
vandalism,
malicious mischief, sprinkler leakage and such additional perils as
are now, or
hereafter may be, included in a standard extended coverage
endorsement from time
to time in general use in the Commonwealth of Pennsylvania upon
property of
every description and kind owned by Tenant and or under Tenant's
care, custody
or control located in the Building or within the Premises or for
which Tenant is
legally liable or installed by or on behalf of Tenant, including by
way of
example and not by way of limitation, alterations, equipment,
inventory,
furniture, fixtures, fittings, installations and any other personal
property in
an amount equal to the full replacement cost thereof.
(2) Commercial General Liability Insurance coverage to include
an
endorsement covering Tenant's obligations pursuant to Section 9
hereof, covering
personal injury, bodily injury and death and broad form property
damage naming
Landlord, Prime Landlord and Prime Landlord's mortgagee or trust
deed holder and
ground lessors (if any) as additional insureds in combined single
limits of not
less than Two Million Dollars ($2,000,000.00), which policy shall
be payable on
an "occurrence" basis and which limit shall be reasonably increased
during the
Term hereof at Landlord's request to reflect both increases in
liability
exposure arising from inflation as well as from any changed used of
the
Premises.
(3) Business interruption insurance in such amounts as will
cover
costs, damages, lost income, expenses, Fixed Basic Rent, Additional
Rent and all
other sums payable under this Lease and such other perils commonly
insured
against by prudent tenants or attributable to prevention or denial
of access to
the Premises or Building as a result of such perils.
(4) Workers' Compensation insurance in form and amount as
required
by law.
(5) Any other form or forms of insurance or any increase in the
limits of any of the aforesaid enumerated coverages or other forms
of insurance
as Landlord, Prime Landlord or the mortgagees or ground lessors (if
any) of
Landlord, Sub-Landlord or Prime Landlord may require from time to
time if in the
opinion of Landlord, Prime Landlord or said mortgagees or ground
lessors said
coverage and/or limits become inadequate or less than that commonly
maintained
by prudent tenants in similar buildings in the area by tenants
making similar
uses.
(ii) All property insurance policies shall be taken out with
insurers
rated A- or better (or if such ratings are not in effect, the
equivalent
thereof) by Best Rating Service or any successor thereto (or if
there be none,
an organization having a National reputation) who are licensed to
do business in
the state in which the Building is located and shall be in form
satisfactory,
from time to time, to Landlord, Sublandlord and Prime Landlord. A
policy or
certificate evidencing such insurance together with a paid bill
shall be
delivered to Landlord prior to the Commencement Date hereof. Such
insurance
policy or certificate will provide an undertaking by the insurers
to notify
Landlord, Sub-Landlord, Prime Landlord and the mortgagees or ground
lessors (if
any) of Landlord and/or Prime Landlord in writing not less than
thirty (30) days
prior to any material change, reduction in coverage, cancellation,
or other
termination thereof. Should a certificate of insurance initially be
provided, a
policy shall be furnished by Tenant within thirty (30) days of the
Commencement
Date. The aforesaid insurance shall be written with no
deductible.
-6-
<PAGE>
(iii) In the event of damage to or destruction of the Building
or
Premises and this Lease is so terminated, Tenant shall immediately
pay to
Landlord all of its insurance proceeds, if any, relating to the
leasehold
improvements and alterations (but not Tenant's trade fixtures,
equipment,
furniture or other personal property of Tenant in the Premises)
which have
become Landlord's property on installation or would have become
Landlord's
property at the Term's expiration or sooner termination. If the
termination of
the Lease, at Landlord's election, is due to damage to the Building
and if the
Premises have not been so damaged, Tenant will deliver to Landlord
in accordance
with the provisions of this Lease the improvements and alterations
to the
Premises which have become an installation or would have become at
the Term's
expiration, Landlord's property.
(iv) Tenant agrees that it will not keep or use or offer for sale
(if
sales of goods is a permitted use pursuant to this Lease) in or
upon the
Premises any article which may be prohibited by any insurance
policy in force
from time to time covering the Premises. In the event Tenant's
occupancy or
conduct of business in or on the Premises, whether or not Landlord
has consented
to the same, results in any increase in premiums for insurance
carried from time
to time by Landlord with respect to the Building, or the Premises,
Tenant shall
pay such increase in premiums as Additional Rent within ten (10)
days after
being billed therefor by Landlord. In determining whether increased
premiums are
a result of Tenant's use and occupancy a schedule issued by the
organization
computing the insurance rate on the Premises showing the components
of such rate
shall be conclusive evidence of the items and charges making up
such rate.
Tenant shall promptly comply with all reasonable requirements of
the insurance
authority or of any insurer now or hereafter in effect relating to
the Building
or Premises.
(v) If any insurance policy carried by Tenant, Landlord
Sub-Landlord
or Prime Landlord shall be cancelled or cancellation shall be
threatened or the
coverage thereunder reduced or threatened to be reduced in any way
by reason of
the use or occupation of the Premises or Building or any part
thereof by Tenant
or any assignee or subtenant of Tenant or anyone permitted by
Tenant to be upon
the Premises, and if Tenant fails to remedy the conditions giving
rise to such
cancellation or threatened cancellation or reduction in coverage on
or before
the earlier to occur of the following: (i) forty-eight (48) hours
after notice
thereof from Landlord or Prime Landlord, or (ii) prior to such
cancellation or
reduction becoming effective, then Tenant shall be in default and
an event of
default shall occur under this Lease and Landlord shall have all of
the remedies
available to Landlord pursuant to this Lease.
b) Waiver
of Subrogation. Any policy or policies of fire, extended
coverage or similar casualty insurance, which either party obtains
in connection
with the Premises or Building shall include a clause or endorsement
denying the
insurer any rights of subrogation against the other party (i.e.
Landlord or
Tenant) for all perils covered by such policy. Any and all policies
carried by
Tenant shall contain a waiver of subrogation as to Prime Landlord
and any
additional cost for the same shall be Tenant's sole responsibility.
Except as
aforesaid, should such waiver not be available then the policy for
which the
waiver is not available must name the other party as an additional
insured
affording it the same coverage as that provided the party obtaining
such
coverage. Any provision of this Lease to the contrary
notwithstanding, Landlord
-7-
<PAGE>
and Tenant hereby release the other from any and all liability or
responsibility
to the other or anyone claiming through or under them by way of
subrogation or
otherwise (a) from any and all liability for any loss or damage to
the property
of the releasing party, (b) for any loss or damage that may result,
directly or
indirectly, from the loss or damage to such property (including
rental value and
business interruption), and (c) from legal liability for any loss
or damage to
property (no matter who the owner of the property may be), all to
the extent
that the releasing party's loss or damage is insured or, if not
insured, was
insurable under commercially available "all risk" property
insurance policies,
including additional coverages typically obtained by owners and
tenants of
comparable office buildings in the vicinity of the Building, even
if such loss
or damage or legal liability shall be caused by or result from the
fault or
negligence of the other party or anyone for whom such party may be
responsible
and even if the releasing party is self insured in whole or in part
or the
amount of the releasing party's insurance is inadequate to cover
the loss or
damage or legal liability. It is the intention of the parties that
Landlord and
Tenant shall look solely to their respective insurance carriers for
recovery
against any such property loss or damage or legal liability,
without such
insurance carriers having any rights of subrogation against the
other party and
in any and all cases, Tenant and its insurance carriers shall have
no rights of
subrogation as to Prime Landlord.
11. Repairs and Maintenance.
a) Tenant
shall, throughout the Term, and at Tenant's sole cost and
expense, keep and maintain the Premises in good condition and
repair, including
performing all of the obligations of Sub-Landlord under Section 4.2
of the Prime
Lease. Upon expiration of the Term or the earlier termination of
this Lease,
Tenant shall leave the Premises in good order, condition and
repair, ordinary
wear and tear excepted. Tenant shall not permit any waste, damage
or injury to
the Premises. Tenant shall not use or permit the use of any portion
of the
Common Facilities for other than their intended use as specified by
the
Landlord, Sub-Landlord or Prime Landlord from time to time.
b)
Notwithstanding the foregoing, repairs and replacements to the
Premises
and the Building arising out of or caused by Tenant's use, manner
of use or
occupancy of the Premises, by Tenant's installation of alterations,
additions,
improvements, trade fixtures or equipment in or upon the Premises
or by any act
or omission of Tenant or any employee, agent, contractor or invitee
of Tenant
shall be made at Tenant's sole cost and expense and Tenant shall
pay Landlord,
Sub-Landlord or Prime Landlord the cost of any such repair or
replacement, as
Additional Rent, upon demand.
12. Utilities and Services.
It is the intention of the parties that Tenant be entitled to
receive,
with respect to Premises, the benefit of any services, utilities
(including
water and heating) repairs, maintenance, facilities and other
ongoing services
from Prime Landlord that Landlord, as tenant, receives with respect
to the
Premises under the Prime Lease and to the extent the foregoing are
applicable to
the Premises leased hereunder, subject in all cases to the terms of
the Prime
Lease. In connection with the foregoing, Tenant acknowledges and
agrees that the
foregoing described services can only be provided by Prime Landlord
and that
-8-
<PAGE>
Landlord has no right or ability to control the same. As a result,
to the extent
Prime Landlord has agreed in the Prime Lease to provide services,
utilities,
repairs, facilities and other services to Sub-Landlord, as tenant,
including the
services under Sections 3.5, 4.1 and 4.3 of the Prime Lease and
provided such
services are applicable to the Premises, and Landlord has rights
under the
Sublease to enforce that aforementioned provisions of the Prime
Lease pursuant
to any and all rights of Landlord contained the Sublease Landlord
agrees, on
behalf of Tenant, to enforce, in a reasonable manner and at
Tenant's direction
and cost, its rights against Prime Landlord under the Prime Lease.
Tenant hereby
releases and holds Landlord harmless from, and currently waives any
claims
arising in the future relating to, any damages, interference, costs
and expenses
incurred or suffered by Tenant as a result of (i) the failure of
Prime Landlord
to properly maintain, repair or operate the Premises and Building
systems, and
(ii) the failure of Prime Landlord to supply any utility and other
services to
b
