Unassociated Document

1. Subleased Premises. Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to sublease from Sublandlord, that portion of the Master Space shown in Exhibit B, consisting of approximately 25,162 rentable square feet (the “Premises”). In addition to use of the Premises, Subtenant shall have the same rights of ingress and egress to the Premises, and any common areas and the benefit of any appurtenant easements and rights of way, all on such conditions and at such times as permitted by Landlord and granted under the Master Lease.

1.1 Roof Rights. Sublandlord hereby assigns to Subtenant all of the rights of Sublandlord under Section 28R of the Master Lease relating to the use, operation and maintenance of a satellite dish on the roof of the Building, and Subtenant hereby agrees to comply with all terms and conditions of such Section 28R. Sublandlord will not unreasonably withhold, delay, or condition its consent to Subtenant’s adding additional satellite dishes, provided that the consent of Landlord is obtained.

1.3 Furnishings and Equipment. In addition to the sublease of the Premises under this Sublease and in further consideration thereof, Sublandlord agrees to permit Subtenant to use all of the existing furniture, fixtures and equipment owned or leased by Sublandlord and located in the Premises as of the date of this Sublease, which furniture will be listed on Exhibit C attached (collectively, the “Furniture”) following completion of the inventory to be performed promptly after execution of this Sublease. The parties acknowledge that such furniture is leased by Sublandlord pursuant to a furniture lease (the “Furniture Lease”), and Subtenant agrees to comply with all terms and conditions of the Furniture Lease during the term thereof. Sublandlord agrees to work with Subtenant to allow Subtenant to enter into a new lease of such furniture upon the expiration of the term of the Furniture Lease.

2. Term. This Sublease shall commence on the last to occur of (a) full execution of this Sublease by the parties and execution of Landlord’s written consent to this Sublease (“Commencement Date”) and, subject to sooner termination in accordance with the terms of this Sublease, shall terminate on August 31, 2007 (the “Term”). If Landlord has failed to deliver its written consent to this Sublease, substantially in the form attached, by April 29, 2005, either party shall have the right to terminate this Sublease, by written notice delivered to the other party within ten (10) days of such date and prior to delivery of Landlord’s consent, in which event this Sublease shall be of no further force and effect. If Sublandlord shall be unable to deliver possession of the Premises on the Commencement Date for any reason whatsoever, Sublandlord shall not be subject to any liability for such failure to deliver possession. Under such circumstances Rent shall not commence unless and until full possession of the Premises (free of all occupancies) has been delivered and no such failure to give possession on the Commencement Date shall affect the validity of this Sublease or the obligation of Subtenant hereunder.

3. Rent. Subtenant agrees to pay Sublandlord annual rent in the amount of Two Hundred Seventy-Six Thousand Seven Hundred Eighty-Two and No/100 Dollars ($276,782.00) ($11.00 per rentable square foot), payable in monthly installments of Twenty-Three Thousand Sixty-Five and 17/100 Dollars ($23,065.17) (“Monthly Rent”) in advance on the first day of each month without any prior demand and without any deduction or offset whatsoever.

3.1 Additional Rent. Any and all sums Subtenant is obligated to pay under the terms of this Sublease shall be construed as rent obligations in addition to the monthly rent set forth in this Sublease. In addition, such additional rent shall include a service charge of One Hundred Dollars ($100) for each of Subtenant's dishonored checks returned by the institution on which said checks are drawn. If, at any time during the term of this Sublease, Subtenant has tendered payment by check and Subtenant's bank has returned more than one such payment for any reason, including insufficient funds, Sublandlord may, at its option, require that all future payments be made by cashier's check.

4. Security Deposit. Subtenant has deposited with Sublandlord the sum of Ninety-Two Thousand Two Hundred Sixty and 68/100 Dollars ($92,260.68), which shall be held by Sublandlord as a security deposit for Subtenant's performance of all of the terms, covenants and conditions of this Sublease (the “Security Deposit”). If Subtenant defaults under any provision of this Sublease, Sublandlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any amount Sublandlord may spend by reason of Subtenant's default or to compensate Sublandlord for any loss or damage Sublandlord may suffer because of Subtenant's default. If any portion of the Security Deposit is so used or applied, Subtenant shall, within ten (10) days after written demand, deposit cash with Sublandlord in an amount sufficient to restore the Security Deposit to its original amount. Sublandlord is not required to keep the Security Deposit separate from its general funds, and Subtenant is not entitled to interest on the Security Deposit. If Subtenant performs each of its obligations under this Sublease, the Security Deposit, or any balance thereof, shall be returned to Subtenant within sixty (60) days after the later of the expiration of the Sublease term or the date Subtenant vacates the Premises. If Subtenant does not default hereunder during the first twelve (12) months of the Term, Sublandlord shall apply a portion of the Security Deposit to the payment of the Monthly Rent for the thirteenth month of the Term. If Subtenant does not default hereunder during the first twenty-four (24) months of the Term, Sublandlord shall apply a portion of the Security Deposit to the payment of the Monthly Rent for the twenty-fifth month of the Term.

5. Alterations. Subtenant shall not make any improvements in or alterations or additions (collectively, “Alterations”) to the Premises without first obtaining Sublandlord's written consent. All Alterations shall be at the sole cost and expense of Subtenant and, except for Subtenant's trade fixtures, furniture and equipment, shall become the property of Sublandlord and shall remain in and be surrendered with the Premises at the termination of this Sublease (unless Subtenant has entered into a direct lease of the Premises with Landlord the term of which continues beyond the expiration of the Term (a “Direct Lease”). Any alteration approved in writing by Sublandlord shall not be subject to removal upon the termination of the Sublease unless such requirement is stated at the time approval is given by Sublandlord in writing. Should Sublandlord require in writing at time of approval, or should Subtenant make alterations without attaining Sublandlord’s required written consent, Sublandlord may elect to require Subtenant to remove from the Premises such Alterations upon the termination of the Sublease, and upon any such election Subtenant shall promptly do so and shall repair all damages occasioned by such removal and return the Premises to their original condition to Sublandlord's reasonable satisfaction, all at Subtenant's sole cost and expense.

All Alterations undertaken by Subtenant shall be performed by a contractor approved in advance by Sublandlord, according to plans approved in advance by Sublandlord. Subtenant shall cause all work to be done in a good and workmanlike manner using materials equal to or better than those used in the construction of the Premises and shall comply with or cause compliance with all laws and with any direction given by any public officer pursuant to law, including, without limitation, Title III of the Americans with Disabilities Act of 1990 (“ADA”), as the same are in effect on the date hereof and may be hereafter modified, amended or supplemented. During construction, Subtenant or its general contractor shall procure and maintain in effect all insurance coverages required under the Master Lease and any additional insurance coverage required by Sublandlord at its sole discretion.

6. Condition of Premises. Subtenant has thoroughly inspected the Premises and accepts them in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Premises or their suitability for the conduct of Subtenant's business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this Sublease. Prior to delivery of the Premises to Subtenant, Sublandlord shall remove all personal items and property (other than the Furniture) from the Premises and ensure that the Premises is in a clean janitorial condition.

7. Landlord's Services. Under the Master Lease Landlord is obligated to provide Sublandlord with certain operating services, maintenance and repairs (collectively, “Landlord's Services”). To the extent Landlord's Services apply to the Premises, Subtenant shall have the benefit of such services. Subtenant shall pay directly to Landlord, or, at Sublandlord’s option, to Sublandlord, all charges imposed by the Master Lease for any such services provided by Landlord outside of normal operating hours or in addition to services ordinarily provided to tenants of the Building (e.g., after-hours HVAC services) as provided in Section 9 of the Master Lease, and including, without limitation, all charges for supplemental HVAC separately metered to the Master Space pursuant to Section 28S of the Master Lease. Sublandlord has no obligation to furnish any of Landlord's Services and will not be liable for any disruption or failure of such services. Upon receipt of written complaint from Subtenant, Sublandlord shall make demand upon Landlord to take all appropriate action for the correction of any defect, inadequacy or insufficiency in Landlord's provision of Landlord's Services. If necessary, upon written request of Subtenant, Sublandlord shall enforce its rights under the Master Lease to Landlord's Services for Subtenant's benefit by litigation, in which event Subtenant shall reimburse Sublandlord for the costs and expenses of such enforcement to the extent such costs and expenses are not recovered from Landlord.

9. Use. Subtenant shall use the Premises as a business office as described in Section 4 of the Master Lease only and for no other purposes whatsoever. Subtenant shall not do or permit anything to be done in or about the Property that will in any way interfere with the rights of Sublandlord or other occupants of the Building, or injure or annoy them, or use or allow the Property to be used for any improper, immoral, unlawful or objectionable purpose; nor shall Subtenant cause, maintain or permit any nuisance in, on or about the Property. Subtenant shall not commit or suffer to be committed any waste in or about the Property.

12.2 Other Breaches. If Subtenant fails to observe or perform any other provision of this Sublease, including compliance with Landlord's Rules and Regulations, for a fifteen (15) day period after written notice from Sublandlord. The fifteen (15) day grace period shall not apply to Sublandlord’s right to exercise remedies under Section 13.1 with respect to Subtenant’s breach of its obligations to maintain unexpired insurance coverages in full compliance with Sections 5 and 14 of this Sublease.

Sublandlord shall mitigate its damage by making reasonable efforts to relet the Premises on reasonable terms. Sublandlord may relet for a shorter or longer period of time than the Sublease term and make reasonably necessary repairs and alterations. All sums collected from reletting shall be applied first to Sublandlord's expenses of reletting described in Section 13.5, and then to the payment of amounts due from Subtenant to Sublandlord under this Sublease.

14.1 Liability Insurance. A policy of general commercial liability insurance satisfying the requirements of the Master Lease regarding insurance to be carried by Sublandlord and naming both Sublandlord and Landlord as additional insureds. Such liability policy shall (a) insure against any and all claims or liability arising out of the use or maintenance of the Property under this Sublease, in an amount not less than Two Million Dollars ($2,000,000) per occurrence covering bodily injury to persons, including death, and damage to property; (b) insure the hazards of the Property and Subtenant's operations thereon, independent contractors, contractual liability (covering all indemnity provisions of this Sublease); and (c) contain a cross-liability provision and a provision that the insurance provided Sublandlord and Landlord hereunder shall be primary and non-contributing with any other insurance.

14.2 Property Damage Insurance. A fire and extended coverage insurance policy on the improvements to the Premises satisfying the requirements of the Master Lease, if any, regarding insurance to be carried by Sublandlord and naming both Sublandlord and Landlord as additional insureds as their interests may appear. Such policy shall (a) be a standard form of property insurance insuring against the perils of fire, extended coverage, vandalism, malicious mischief, special extended coverage (“All-Risk”) and sprinkler leakage, and (b) be upon all property owned by Subtenant, or for which Subtenant is legally liable, or that was installed at Subtenant's expense, and that is located at the Premises, including, but not limited to, furniture, fittings, installations, fixtures, and any other personal property of Subtenant, in an amount not less one hundred percent (100%) of the full replacement cost thereof.

14.3 General Requirements. All policies shall be written in a form (including amount of deductibles, if any) satisfactory to Sublandlord and shall be taken out with insurance companies holding a General Policyholders Rating of “A” and a Financial Rating of “X” or better, as set forth in the most current issue of Best's Insurance Reports, but in any event not less than the rating required under the Master Lease.

Within ten (10) days after the execution of this Sublease, Subtenant shall deliver to Sublandlord copies of policies or certificates complying with this Sublease, in form satisfactory to Sublandlord. No such policy shall be cancelable or reducible in coverage except after thirty (30) days prior written notice to Sublandlord. If Subtenant fails to obtain, maintain and/or provide evidence of insurance required hereunder, Sublandlord may obtain the same and Subtenant shall, upon demand, reimburse Sublandlord for the cost thereof. No such action by Sublandlord or reimbursement from Subtenant shall be a waiver of default or other remedies. In no event shall the limits of such policies be considered as limiting liability of Subtenant under this Sublease.

15. Waiver of Recovery. Sublandlord and Subtenant each release and relieve the other, and waive their entire rights of recovery for loss or damage to property located within or constituting a part or all of the Property to the extent that the loss or damage is covered by (a) the injured party's insurance, or (b) the insurance the injured party is required to carry under Section 14, whichever is greater. This waiver applies whether or not the loss is due to the negligent acts or omissions of Sublandlord or Subtenant, or their respective officers, directors, employees, agents, contractors, or invitees. Each of Sublandlord and Subtenant shall have their respective property insurers endorse the applicable insurance policies to reflect the foregoing waiver of claims, provided, however, that the endorsement shall not be required if the applicable policy of insurance permits the named insured to waive rights of subrogation on a blanket basis, in which case the blanket waiver shall be acceptable.

16. Risk. Except as otherwise expressly provided in this Section 16, all of Subtenant's personal property of any kind or description whatsoever in the Property shall be at Subtenant's sole risk. Sublandlord and Landlord shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of Subtenant arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons, or from bursting, overflowing or leaking of water, sewer or steam pipes, or from the heating or plumbing or sprinkler fixtures, or from electric wires, or from gas, or odors, or caused in any other manner whatsoever unless and to the extent the damage is caused by the willful misconduct of Sublandlord or breach of Sublandlord's obligations under this Sublease.

17. Liability of Sublandlord. Sublandlord shall have no personal liability under this Sublease. Subtenant shall look solely to rents, issues and profits from the Premises for the satisfaction of any judgment or decree against Sublandlord based upon any default under this Sublease, and no other property or assets of Sublandlord shall be subject to levy, execution or other enforcement procedures for satisfaction of any such judgment or decree.

18. Indemnification. Subject to Section 15 above, Subtenant will defend, indemnify and hold harmless Sublandlord and Landlord from any claim, liability or suit, including attorney fees, on behalf of any party for any injury or damage occurring in or about the Master Space where such damage or injury was caused by any act, omission, negligence or intentional act of Subtenant or by Subtenant's agents, employees, servants, customers, clients, contractors, or invitees. Subject to Section 15 above, Sublandlord will defend, indemnify and hold harmless Subtenant from any claim, liability or suit, including attorney fees, on behalf of any party for any bodily injury or property damage occurring in or about the Master Space to the extent the damage or injury was caused by the negligence of Sublandlord, its agents, employees, servants, customers or clients. The indemnification obligations contained in this Section shall not be limited by any worker's compensation, benefit or disability laws, and each indemnifying party hereby waives any immunity that the indemnifying party may have under any such worker's compensation, benefit or disability laws. SUBLANDLORD AND SUBTENANT ACKNOWLEDGE BY THEIR EXECUTION OF THIS SUBLEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED THOSE RELATING TO WORKER'S COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY SUBLANDLORD AND SUBTENANT.

19. Casualty & Condemnation. Under certain circumstances described in the Master Lease, either Landlord or Sublandlord may terminate the Master Lease if there is a fire or other casualty damaging the Building or the Premises, or if there is a condemnation affecting the Building. Any such termination will automatically terminate this Sublease. If there is a fire or other casualty in the Premises that materially damages the Premises, either party may elect to terminate this Sublease within thirty (30) days following occurrence of the damage. Sublandlord's obligation to repair any damage to the Premises is limited to its obligation to do so under the Master Lease.

20.1 Good Standing. Sublandlord represents and warrants that (a) the Master Lease is in good standing, (b) there are no agreements other than the Master Lease between Landlord and Sublandlord concerning the use of the Premises, and (c) to Sublandlord’s actual knowledge, Sublandlord has not received notice of any breach or default of the Master Lease by Sublandlord that has not been cured as of the date of this Sublease.

20.2 Subordination. This Sublease is subject and subordinate to the Master Lease, to all ground and underlying leases, and to all mortgages and deeds of trust which may now or hereafter affect the Property, and to any and all renewals, modifications, consolidations, replacements and extensions thereof. Sublandlord agrees not to effect any termination of the Master Lease without the written consent of Subtenant (which consent shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if not refused within ten (10) days of written request), for so long as Subtenant has not been in default hereunder. Subtenant agrees, upon request of Sublandlord, at any time or times, to execute and deliver to Sublandlord any and all instruments as shall be required by Landlord to effect a subordination of this Sublease to the lien of Landlord’s Mortgagee (as defined in Section 15 of the Master Lease) in accordance with and subject to the terms of Section 15 of the Master Lease.

20.3 Adherence to Terms of Master Lease. Subtenant agrees to be bound by all obligations and responsibilities of Sublandlord as tenant under the Master Lease. Subtenant shall neither do nor permit anything to be done that would cause the Master Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Landlord under the Master Lease.

23. Subletting / Assignment. Subtenant shall not sublet the Premises or assign this Sublease or any part thereof for any period of time without the prior consent of the Master Landlord and without Sublandlord’s prior consent. Such consent by Sublandlord shall not be unreasonably withheld, conditioned, or delayed except: (a) Sublandlord may withhold in its absolute and sole discretion consent to any mortgage, hypothecation, pledge or other encumbrance of any interest in this Sublease or the Premises by Subtenant, whereby this Sublease or any interest therein becomes collateral for any obligation of Subtenant; and (b) Sublandlord may withhold in its absolute and sole discretion consent if Master Landlord does not consent to the proposed transfer. It is agreed that any of the following factors, or any other reasonable factor, will be reasonable grounds for Sublandlord deciding whether to consent to Subtenant’s request: (i) occupancy by any proposed assignee, subtenant or other transferee is not consistent with the maintenance and operation of a Class A office building due to the nature of the proposed occupant's business or the manner of conducting its business or its experience or reputation in the community, (ii) occupancy by any proposed assignee, subtenant or other transferee is likely to cause disturbance to the normal use and occupancy of the Building by Sublandlord or other occupants; and (iii) notwithstanding that Subtenant or others remain liable under this Sublease, whether the proposed assignee, subtenant or other transferee has a net worth, financial strength and credit record satisfactory to meet all of the obligations of Subtenant under this Sublease.

Notwithstanding the foregoing, Sublandlord agrees that an assignment of this Sublease or a sub-subletting of all or part of the Premises to (a) the parent of Subtenant or to a wholly owned subsidiary of Subtenant or of such parent, (b) any corporation in whom or with which Subtenant may be merged or consolidated, or (c) any entity to whom Subtenant sells all or substantially all of its assets, provided that in each such instance such entity expressly assumes all of Subtenant’s obligations hereunder and has a net worth at least equal to the greater of (i) the net worth of Subtenant on the date hereof or (ii) the net worth of Subtenant immediately prior to such assignment or transaction. With respect to the transactions described in clauses (a) and (b) above, such net worth may be on a consolidated basis with Subtenant’s affiliated entity.

Notice shall be deemed given when so delivered to Sublandlord or Subtenant, or on the date delivery is refused, or three (3) days after it is placed, properly addressed with postage prepaid, in a depository for United States certified mail. Either party may provide for a different address by notifying the other party of said change as provided for herein. Subtenant agrees to deliver to Sublandlord, simultaneously with delivery to Landlord, a copy of any notice, demand, request, consent or approval Subtenant sends to Landlord. Each party agrees to promptly deliver to the other party a copy of any notice, demand, request, consent or approval received from Landlord and not transmitted directly to such other party which is relevant on its face to the rights and obligations hereunder of the other party.

26. Surrender of Premises. Subtenant shall, on the last day of the term of this Sublease, or upon any earlier termination and surrender to Sublandlord the Premises and all improvements to the Premises broom clean in good order, condition and state of repair, reasonable wear and tear excepted. provided, however, that Subtenant shall not be required to surrender the Premises to Sublandlord if Subtenant has entered into a Direct Lease.

27. Holding Over. If Subtenant holds over after expiration or termination of this Sublease without written consent of Sublandlord (which consent may be withheld in Sublandlord’s sole judgment), Subtenant shall pay two (2) times the fixed minimum monthly rental in effect during the last month hereof and all other charges due hereunder for each month or any part thereof of any such holdover period. No holding over by Subtenant after the term of this Sublease shall operate to extend the Sublease term. In the event of any unauthorized holding over, Subtenant shall indemnify Sublandlord against all costs and claims for damages, including, without limitation, any claims for damages by any other tenant to whom Landlord may have leased all or any part of the Premises.

If Subtenant holds over after expiration of the term of this Sublease, or after the Sublease is terminated, with Sublandlord's consent, Subtenant shall be deemed to be occupying the Premises under a month-to-month tenancy, and subject to all the terms, covenants and conditions of this Sublease (other than the term), except that minimum monthly rent shall be one hundred fifty percent (150%) of the minimum monthly rent for the last month of the term and the tenancy shall be terminable by either party on twenty (20) days written notice to the other party, effective as of the last day of a calendar month.

30. Brokers. Sublandlord and Subtenant each represents and warrants to the other that, other than Jones Lang LaSalle, which represents Sublandlord, and The Staubach Company - Southeast, Inc, which represents Subtenant, it did not deal with any broker in connection with this transaction. Each party agrees to indemnify and defend the other against any loss, cost or liability, including, without limitation, attorneys’ fees, in connection with the claims of any broker arising from such party’s acts.

31. Attorney Fees. In the event legal proceedings are initiated to enforce any provision of this Sublease, to recover any rent due under this Sublease, for the breach of any covenant or condition of this Sublease, or for the restitution of the Premises to the Sublandlord and/or eviction of the Subtenant, the prevailing party shall be entitled to recover, as an element of its cost of suit and not as damages, reasonable attorney fees and costs to be fixed by the court.

32. Entire Agreement, Merger and Waiver. This Sublease supersedes and cancels all previous negotiations, arrangements, offers, agreements or understandings, if any, between the parties. This Sublease expresses and contains the entire agreement of the parties and there are no express or implied representations, warranties or agreements between them, except as contained in this Sublease. This Sublease may not be modified, amended or supplemented except by a writing signed by both Sublandlord and Subtenant. No consent given or waiver made by Sublandlord of any breach of Subtenant of any provision of this Sublease shall operate or be construed in any manner as a waiver of any subsequent breach of the same or of any other provision.

35. Authority. Each individual executing this Sublease on behalf of Subtenant represents and warrants that he or she is duly authorized to execute and deliver this Sublease on behalf of Subtenant and that this Sublease is binding upon Subtenant according to its terms. Concurrently with execution of this Sublease, Subtenant shall deliver to Sublandlord such evidence of authorization as Sublandlord may require.

38. Consent to Sublease by Landlord. Sublandlord’s obligations under this Sublease are subject to the consent of Landlord pursuant to the terms of the Master Lease. Accordingly, it shall be a condition precedent of Sublandlord’s obligations hereunder that Sublandlord has obtained the consent of Landlord. Sublandlord shall pay any and all consent fees to which Landlord is entitled under the Master Lease. Sublandlord and Subtenant hereby agree, for the benefit of Landlord, that this Sublease and Landlord’s consent hereto shall not (a) be deemed to have amended the Master Lease in any regard (unless Landlord shall have expressly agreed in writing to such amendment); or (b) be construed as a waiver of Landlord’s right to consent to an assignment of the Master Lease by Sublandlord or any further subletting of the Master Space, as and to the extent provided in the Master Lease. Landlord’s consent shall, however, be deemed to evidence Landlord’s agreement that Subtenant shall be entitled to any waiver of claims and of the right of subrogation for damage to Landlord’s property if and to the extent that the Master Lease provides such waivers for the benefit of Sublandlord.

39.1 Neither Subtenant nor its officers, directors, agents, contractors, employees or invitees will use, generate, manufacture, produce, store, release, discharge or dispose of on, under or about the Premises, or off-site the Premises affecting the Property, or transport to or from the Premises, any Hazardous Substance except in compliance with Environmental Laws. The term “Hazardous Substance” means any hazardous or toxic substance, material or waste, pollutants or contaminants, as defined, listed or regulated now or in the future by any federal, state or local law, ordinance, code, regulation, rule, order or decree regulating, relating to or imposing liability or standards of conduct concerning, any environmental conditions, health or industrial hygiene, including without limitation, (a) chlorinated solvents, (b) petroleum products or by-products, (c) asbestos and (d) polychlorinated biphenyls. The term “Environmental Law” means any federal, state or local law, statute, ordinance, regulation or order pertaining to health, industrial hygiene, environmental conditions or hazardous substances or materials including those defined in this Article as “Hazardous Substances.”

39.2 Subtenant shall give prompt written notice to Sublandlord and Landlord of: any proceeding or inquiry by any governmental authority with respect to the presence of any Hazardous Substance on the Premises; all claims made or threatened by any third party against Subtenant or the Premises relating to any loss or injury resulting from any Hazardous Substance; and Subtenant's discovery of any occurrence or condition on the Premises that could cause the Premises or any part thereof to be subject to any restrictions on occupancy, or use of the Premises under any Environmental Law.

39.3 Subtenant shall protect, indemnify, defend and hold harmless Sublandlord and Landlord and their directors, partners, officers, employees, agents, parents, subsidiaries, successors and assigns from any loss, damage, cost, expense or liability (including reasonable attorneys' fees and costs) directly or indirectly arising out of or attributable to the use, generation, manufacture, production, storage, release, discharge, disposal or presence of a Hazardous Substance on the Premises or off-site of the Premises affecting the Property caused by Subtenant or its directors, partners, officers, employees, agents, contractors and invitees, including without limitation, the costs of any required or necessary repairs, cleanup or detoxification of the Premises and the preparation and implementation of any closure, remedial or other required plans.

40. Waiver of Trial by Jury. Sublandlord and Subtenant each agree to and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of or in any way connected with this Sublease, the relationship of Sublandlord and Subtenant, Subtenant's use or occupancy of the Premises and/or any claim of injury or damage, and any statutory remedy.

Name of Building:	Duluth Building

Address:	3505 Koger Boulevard

City, State and Zip Code:	Duluth, Georgia 30096

A copy of the Master Lease is attached as Exhibit A.