POINTS TO BE INCORPORATED INTO TERM SHEET

Use.  Tenant may use as general office premises, as well as for other customary uses incidental to (and only for the benefit of Tenant and its employees), such as training, duplication, exercise room, food service, child care, and ATM.

TI Allowance.  Tenant may apply this allowance to any “hard” or “soft” costs of Tenant’s work, including network and other communications cabling.  Disburse in installments as construction progresses, not only upon completion.  Disburse any remaining allowance to Tenant upon completion of Tenant’s work.  If Landlord fails to disburse within 90 days after required to do so, Tenant may abate rent (plus interest at prime).

Tenant’s Alterations.  No fee for plan review for tenant’s initial fixturization. Landlord shall not unreasonably disapprove any Tenant alterations at any time, and shall pre-approve Tenant’s initial plans, to extent prepared at signing.  No bonds.  Landlord shall promptly sign permit applications.  Tenant need not restore at end of term, other than unusual installations such as vaults and internal staircases.

Operating Expenses.  Limit to “actual” operating expenses.  After any operating year, one-year deadline for Landlord to bill.  After receiving Landlord’s final bill for any operating year, Tenant will have 6 months to audit.

Insurance.  Tenant may satisfy all insurance requirements by delivering appropriate certificates under Tenant’s reasonable company-wide insurance program.

Parking.  If any other tenant has reserved parking, Tenant gets reserved parking equivalent in amount, proximity, type (covered or uncovered), and signage, adjusted for relative occupancy.

Signage.  Tenant may list (and later update) at least ____ executives and affiliates in building directory.  If Landlord installs monument signs anywhere, Tenant will have equivalent signage rights, adjusted for relative occupancy.  Same for any signage on the exterior of the building.  The building will not be named for a competitor of Tenant.

Rooftop Facilities.  Tenant may install and use reasonable rooftop communications facilities, such as satellite dishes.

HVAC.  Overtime fees must reflect Landlord’s actual costs, allocated among multiple simultaneous users.  Deadline to order overtime HVAC shall be 3 p.m. on same day.

Assignment and Subletting.  No Landlord consent needed for transactions with Tenant affiliates.  Landlord shall not unreasonably withhold consent to transactions with others.  Landlord shall respond within 10 days.  No recapture right.  No profit share.

Renewal Option.  Price at 95% of fair market value with no floor.  Exercise deadline shall be 6 months before end of term, provided no uncured Event of Default.  Tenant may assign renewal option as part of Lease.

Right of First Offer.  Tenant shall have right of first offer for available space in building.  Tenant may assign this right as part of Lease.

Landlord Services.  Landlord will provide cleaning, security, maintenance, repairs, utilities, HVAC, and other services comparable to similar first-class buildings, for premises and common areas.  If any service is interrupted for 5 consecutive days, or any 10 days in 6 months, Tenant may equitably abate to extent Tenant cannot use or occupy premises.  Landlord will provide cardkeys equal to Tenant parking spaces, and replacements at nominal cost.

Utilities. If space is submetered, Tenant shall reimburse Landlord only for actual cost of submetered power at Landlord’s tariff.  If Tenant requires additional power, Landlord will arrange it at Tenant’s expense.  If Tenant requires additional telecommunications service, Tenant may arrange it at Tenant’s expense.

Legal Compliance.  Tenant shall comply with all legal requirements triggered by the particular manner of Tenant’s use of the Premises.  Landlord shall be responsible for all other legal compliance, including asbestos.

Environmental.  Tenant shall have no liability for any environmental matters except arising from Tenant’s acts or omissions in violation of law.

Security Deposit and Default.  No security deposit.  Cure periods after written notice of default: monetary, 10 days; nonmonetary, 30 days plus due diligence.  For first 30 days of any holdover, prorate holdover rent daily at 125% of reserved rent.  Damages for Tenant default limited to collecting net present value of above-market component of rent, discounted at 6%, or suing for rent monthly.  Tenant also pays costs of collection and attorneys’ fees.  No liability for consequential damages.

Abatements and Incentives.  Before signing any lease, Tenant will need to confirm that it qualifies for the _____________ incentive program and such other incentives as Tenant shall determine are reasonably available and appropriate so as to enable Tenant to enter into the lease and remain at or relocate to this location.

SNDA.  Landlord will deliver SNDA(s) at lease signing.  Any present or future SNDA will not exculpate successor liability for (a) TI allowance; or (b) offsets or abatements accrued under express terms of Lease, provided Tenant gave mortgagee notice of Landlord’s default.

Exclusivity.  For 45 days, these negotiations shall be exclusive and neither party shall negotiate with any other counterparty.