Preview | Agreement of Lease | Two Gatehall Associates, LLC; KeyBank USA National Association

		PAGE
Preamble (Basic Provisions and Definitions)		1

1.	Demised Premises, Term, and Purpose	3

2.	Rent	3

3.	Operating Expenses and Real Estate Taxes	4

4.	Completion of Improvements and Commencement of Rent	9

5.	Covenants as to Condition of Demised Premises and Compliance with Laws	9

6.	Tenant Improvements, Alterations, and Installations	10

7.	Various Negative Covenants by Tenant	11

8.	Various Affirmative Covenants by Tenant	12

9.	Signage	12

10.	Casualty and Insurance	13

11.	Indemnification	14

12.	Non-Liability of Landlord	15

13.	Remedies and Termination Upon Tenant Default	15

14.	Remedies Cumulative; Non-Waiver by Landlord	16

15.	Services; Electric Energy	17

16.	Subordination	18

17.	Curing Tenant?s and Landlord?s Defaults	18

18.	Notices	19

19.	Quiet Enjoyment	20

20.	Security Deposit	20

21.	Inspection and Entry by Landlord	20

22.	Brokerage	20

23.	Parking	21

24.	Renewal Option	21

25.	Landlord?s Inability to Perform	22

26.	Condemnation	22

27.	Assignment and Subletting	23

		Page

28.	Environmental Laws	26

29.	Parties Bound	27

30.	Miscellaneous	28

31.	Hold Over Tenancy	29

32.	Landlord Estoppel	29

33.	Financial Statements	29

34.	UPS/Emergency Generator	29

35.	Cafeteria	29

Exhibits

A		Floor Plan

A-1		Site Plan of Building

B		Work Letter to Lease

		Schedule I: Base Building Specifications

C		Rules and Regulations

D		Cleaning Services

E		Parking Plan

F		HVAC Specifications

G		Fixed Rent Schedule

H		Temporary Space

I.		Form of Subordination Non-Disturbance and Attornment Agreement

J.		Cafeteria Location

TERMS		PARAGRAPH

Additional Rent		Pgh 2(a)

Additional Insureds		Pgh 10(b)

Building Common Areas		Pgh l(d)

Building		Preamble

Building?s Proportionate Share of Complex Operating Expenses		Preamble

Business Days		Preamble

Business Hours		Preamble

Commencement Date		Pgh 1(b)

Common Areas		Pgh 1(d)

Demised Premises		Preamble

Designated Broker		Preamble

Exclusive Spaces		Preamble

Expiration Date		Preamble

Fair Market Renewal Rent		Pgh 24(a)

Final Plans		Exhibit B, Section 1.1

Fixed Rent		Preamble

Improvements		Pgh 1(e)

Land		Pgh 1(a)

Landlord		Pgh 30(c)

Late Charge		Preamble

Laws		Pgh 5(b)

Lease Year		Pgh 3(a)

Monthly Fixed Rent		Preamble

NJDEP		Pgh 28

Non-Exclusive Space		Preamble

Operating Expense/Real Estate Tax Projection		Pgh 3(c)(ii)

Operating Expenses		Pgh 3(a)

TERMS		PARAGRAPH

Permitted Use		Preamble

Preliminary Plans		Exhibit B, Section 1.1

Prime Rate		Preamble

Punch List		Pgh 4(c)

Real Estate Taxes		Pgh 3(a)

Renewal Term(s)		Preamble

Rent Abatement		Pgh 2(d)

Rentable Area		Preamble

Substantially Completed		Pgh 4(b)

Tenant Delay		Preamble

Tenant Improvements		Pgh 4(a)

Tenant?s Proportionate Share		Preamble

Term		Preamble

BETWEEN TWO GATEHALL ASSOCIATES, LLC (?Landlord?), having an office c/o GALE & WENTWORTH, LLC, 200 Campus Drive, Suite 200, Florham Park, New Jersey 07932 and KEYBANK USA NATIONAL ASSOCIATION, a national banking association (?Tenant?) having an address c/o Keycorp, 127 Public Square, Cleveland, Ohio 44114.

In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease should have only the meanings set forth in this Preamble, unless such meanings are expressly modified, limited, or expanded elsewhere herein.

I. Demised Premises: The Demised Premises are as depicted on the floor plans annexed hereto and made a part hereof as Exhibit A and consist of two hundred thousand (200,000) square feet of Rentable Area (as defined in Building Office and Managers Association (?BOMA?) standard #ANSI Z65.1-1980 ?Modified?) of office space located on the first (1st) and second (2nd) floors in the building consisting of approximately four hundred thousand (400,000) square feet of Rentable Area situated on the Land (as defined in Paragraph 1(a) of this Lease) located at Two Gatehall Drive in the Township of Parsippany, Morris County, New Jersey, as shown on the site plan attached hereto and a part hereof as Exhibit A-1 (the ?Building?).

Subject to Tenant Delay, Landlord Delay and Force Majeure (as such terms are hereinafter defined in this Lease and the Exhibits), the term of this Lease shall commence on the date of Substantial Completion of the Demised Premises. ?Substantial Completion? shall mean the date when (i) the Tenant Improvements shall have been completed in accordance with the Final Plans (as modified by any Change Orders, as defined hereinafter) except for Punch List Items, as defined hereinafter and (ii) a temporary or permanent certificate of occupancy has been issued. Substantial Completion is anticipated by Landlord to occur on or about March 1, 2001, subject to Force Majeure, Tenant Delay and Landlord Delay. As used herein, Landlord shall be deemed to have ?Substantially Completed? the Tenant Improvements notwithstanding that details of construction, decoration, and mechanical adjustment, which in the aggregate are minor in character and do not substantially interfere with the tenantability of the Demised Premises in any material respect, remain to be performed in such portion of the Demised Premises or any part thereof.

(A) The Rent Commencement Date shall be the date on which Fixed Rent and Additional Rent hereunder shall first begin to accrue, and except as otherwise provided herein as a result of Force Majeure, Tenant Delay and/or Landlord Delay, the Rent Commencement Date shall be the same date as the Commencement Date but in no event earlier than March 1, 2001.

(B) Tenant shall receive a rent credit of one day for each day the Commencement Date is delayed beyond March 1, 2001 unless such delay is due to Force Majeure or a Tenant Delay net of any Landlord Delay. If the occurrence of the Commencement Date is delayed by reason of Tenant Delay net of any Landlord Delay, the Rent Commencement Date shall be the date, as reasonably designated by Landlord, which would have been the Commencement Date in the absence of such Tenant Delay net of any Landlord Delay provided that the Rent Commencement Date shall be no earlier than March 1, 2001.

VII. Permitted Use: General first-class office use, including executive, administrative and general office use and uses ancillary thereto, and for no other purpose; provided, however, subject to municipal approval, Tenant may use a portion of the first floor of the Demised Premises not to exceed 6,000 rentable square feet, during normal business hours, to operate a retail bank branch. Such retail bank branch may be operated and occupied by a subsidiary or affiliate of Tenant in accordance with Section 27 hereof. Tenant shall be responsible for providing adequate security for such branch and for all costs in connection therewith.

VIII. Fixed Rent: Fixed Rent during the initial term of this Lease shall be in accordance with Exhibit G attached hereto. During any Renewal Term Fixed Rent shall be at the Fair Market Renewal Rent, as defined in Paragraph 24 of this Lease.

IX. Late Charge: An amount equal to the sum of: (i) interest at Prime Rate, as defined hereinafter, plus four (4%) percent per annum, which interest shall accrue from the date any payment of Fixed Rent or Additional Rent is due until the date of payment of the same; plus (ii) an administrative fee equal to four (4%) percent of said late payment.

X. Tenant?s Proportionate Share: Fifty (50%) percent, which percentage is arrived at by dividing (i) the Rentable Area of the Demised Premises (which, as of the Commencement Date, is agreed to be Two Hundred Thousand (200,000) square feet) by (ii) the Rentable Area of the Building (which, as of the Commencement Date, is agreed to be Four Hundred Thousand (400,000) square feet). Notwithstanding the foregoing, Tenant acknowledges that its Proportionate Share with respect to certain expenses which are directly or disproportionately attributable to Tenant or not provided to other tenants of the Building shall be appropriately adjusted to reflect such fact.

XIV. Number of Tenant Allocated Parking Spaces: Eight Hundred Thirty (830) (including 16 handicap parking spaces as required by law and local municipal ordinance) exclusive spaces reserved in parking area serving the Building (?Exclusive Spaces?), as depicted on the parking plan attached hereto as Exhibit E, and zero (0) non-exclusive spaces in the common parking area serving the Building and other buildings on the Land (?Non-Exclusive Spaces?). Parking spaces are subject to the further provisions of Paragraph 23 of this Lease.

XVI. Building Holidays: Building Holidays shall be President?s Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day and day after; Christmas Day and New Year?s Day; the Monday before or the Friday after if Christmas Day, New Year?s Day, or Independence Day falls on Tuesday or on Thursday; and the Monday after or the Friday before if Christmas Day, New Year?s Day, or Independence Day falls on Saturday or on Sunday.

XVIII. Business Hours: The generally customary daytime business hours of Tenant (but not before 8:00 A.M. or after 6:00 P.M. on weekdays) and 8:00 A.M. to 1:00 P.M. on Saturdays. Business Hours do not include Sundays or Building Holidays.