SUB-SUBLEASE AGREEMENT
This Sub-Sublease Agreement (the "Agreement") is made as of the 22nd day of
June, 2001 (the "Effective Date"), by and between Software AG, a stock
corporation (Aktiengesellschaft) organized under the laws of the Federal
Republic of Germany, having an office at 11190 Sunrise Valley Drive, Reston,
Virginia 20191 (hereafter referred to as "Software AG"), and Systems Management
Engineering, Inc. (SMEI), a Virginia corporation, having an office at 1100 N.
Glebe Road, Suite 1010, Arlington, Virginia 22201 (hereafter referred to as
"Systems Management").
RECITALS:
A. Pursuant to that certain Lease, dated as of June 2, 1998 (the "Master
Lease"), by and between REC Partners, L.P. (hereafter referred to as the "Master
Landlord") and Science Applications International Corporation (hereafter
referred to as the "Master Tenant"), Master Landlord leased to Master Tenant a
total of approximately 161,583 rentable square feet of space in the building
located at 12100 Sunset Hills Road, Reston, Virginia (the "Building") for a term
expiring on September 30, 2005.
B. Pursuant to that certain Sublease, dated as of October 31, 1999 (the
"Sublease"), Master Tenant sublet to Software AG approximately 17,539 rentable
square feet of space on the third floor of the Building (the "Phase I Space"),
and approximately 831 additional rentable square feet of space on the third
floor of the Building (the "Phase II Space"), totally approximately 18,370
rentable square feet of space (the Phase I Space and the Phase II Space are
collectively referred to herein as the "Sublease Premises").
C. Pursuant to that certain First Amendment to Sublease, dated as of
December 3, 1999 (the "First Amendment"), Master Tenant and Software AG amended
the Sublease, as more particularly described in said First Amendment.
D. Systems Management wants to sublet from Software AG a portion of the
Sublease Premises, consisting of approximately 9,342 rentable square feet of
space on the third floor of the Building (the "Subject Premises"); and Software
AG wants to sublet the Subject Premises to Systems Management in accordance with
the terms and conditions of this Agreement.
AGREEMENT:
NOW, THEREFORE, the parties hereto, for themselves, their successors and
assigns, mutually covenant and agree as follows:
1. Subject Premises. Software AG hereby sublets to Systems Management, and
Systems Management hereby sublets from Software AG, the Subject Premises for the
term and upon the conditions hereafter provided. The Subject Premises is
depicted in the diagram attached hereto as Exhibit A.
2. Specifications. Software AG is subletting the Subject Premises in its
"as is" condition existing on the date possession is delivered to Systems
Management. Except as otherwise specifically set forth herein, Systems
Management is subletting the Subject Premises from Software AG without requiring
any alterations, improvements, repairs, or decorations to be made by Software
AG, Master Tenant, or Master Landlord, or at Software AG's, Master Tenant's, or
Master Landlord's expense, either at the time possession is given to Systems
Management or during the entire term of this Agreement, or any extension
thereof. In connection therewith, Systems Management represents that it has
thoroughly examined the Subject Premises. Software AG acknowledges that to the
best of its knowledge the Subject Premises are in a structurally sound
condition, and the heating, ventilation, and air conditioning systems and all
other mechanical, electrical and plumbing systems serving the Subject Premises
are in good working order and condition. Software AG shall deliver the Subject
Premises to Systems Management in broom-clean condition.
Page 1 of 9
3. Term. The term of this Agreement shall commence upon the earlier of
Systems Management's actual occupancy for its intended use or July 15, 2001 (the
"Commencement Date"), provided that Master Landlord and Master Tenant give their
consents to the terms of this Agreement. The Agreement term shall end on
September 30, 2005, or on such earlier date upon which said term may expire or
be terminated pursuant to any of the conditions or limitations or other
provisions of this Agreement or pursuant to law. In the event Master Landlord's
or Master Tenant's consent has not been obtained within forty-five (45) days
after full execution of this Agreement by both Software AG and Systems
Management, or such later date as Software AG and Systems Management may agree
to in writing, this Agreement shall be and will become null and void and of no
further force or effect.
4. Monthly Base Rent. The monthly base rent which Systems Management hereby
agrees to pay to Software AG in advance, in equal monthly installments, and
which Software AG hereby agrees to accept, shall be the sum of Sixteen Thousand
Seven Hundred Thirty-Seven and 75/100 Dollars ($16,737.75), commencing at the
beginning of the term of this Agreement and continuing thereafter on the first
day of each and every calendar month during the term of this Agreement. If the
obligation of Systems Management to pay rent hereunder begins on a day other
than on the first day of a calendar month, rent from such date until the first
day of the following calendar month shall be prorated at the rate of
one-thirtieth (1/30th) of the monthly installment for each day payable in
advance. The monthly base rent, additional rent, and any other charges herein
reserved or payable shall be paid to Software AG at its offices as noted in this
Agreement, to the attention of the Accounts Receivable Department; or at such
other address as Software AG may designate in writing. Such amounts shall be
paid in lawful money of the United States of America without demand therefor and
without any deduction, setoff, or abatement whatever, except as expressly
provided in this Agreement.
5. Base Rental Increase. Upon each anniversary of the Commencement Date,
the Monthly Base Rent shall be increased by three percent (3%) of the previous
year's Monthly Base Rent payable by Systems Management.
6. Additional Rent. Systems Management agrees to pay to Software AG, as
additional rent under this Agreement, its pro rata share of the amount of any
additional rent payable by Software AG under the Sublease pursuant to the
applicable sections of the Sublease pertaining to real estate taxes and
operating costs during the calendar year 2001. Software AG shall give Systems
Management copies of all relevant statements and bills received by it pursuant
to the applicable provisions of the Sublease, together with a statement of the
amount of additional rent, if any, which Systems Management is required to pay
under this Section. Systems Management shall pay additional rent within thirty
(30) days of receipt of this statement. Systems Management shall also pay to
Software AG, as additional rent, its pro rata share of all charges for any
additional services provided to Systems Management by the Master Landlord,
including, without limitation, charges and fees for alterations and after-hours
heating and air-conditioning services. Systems Management's obligation to pay
additional rent shall survive the termination of this Agreement for twelve (12)
months, but only with respect to the period prior to the termination date.
Notwithstanding anything to the contrary in this Agreement or the Sublease,
Systems Management shall not be obligated to pay any fees or costs charged by
the Master Tenant for any penalties, interest, or other costs related to
Software AG's failure to make timely payment of any amount owed under the
Sublease.
7. Security Deposit. Systems Management shall pay to Software AG, on the
Effective Date, a security deposit in the amount of Thirty-three Thousand Four
Hundred Seventy-five and 50/100 Dollars ($33,475.50) (the "Security Deposit").
If eighteen (18) months after the Commencement Date, (i) Systems Management is
not in default under this Agreement, and had not been in default under this
Agreement at any time during the 18-month period, and (ii) the valuation of
Systems Management, as depicted in its income statement and balance sheet as of
the last day of the 18-month period, has not materially decreased from Systems
Management's valuation as of the Commencement Date, as reasonably determined by
Software AG, Software AG shall decrease the amount of the Security Deposit to
Twenty-five Thousand One Hundred Six and 63/100 Dollars ($25,106.63), which
amount Software AG shall retain during the remaining term of this Agreement.
Software AG shall pay to Systems Management interest on the total amount of the
Security Deposit at an interest rate equal to three percent (3%) per annum; such
interest shall accrue during the entire term of this Agreement. Software AG may
retain all or any portion of the Security Deposit in one or more co-mingled
accounts.
8. Use. Systems Management will use and occupy the Subject Premises solely
for general office purposes and in accordance with the use permitted under the
applicable zoning regulations and the Master Lease. Without the prior written
consent of the Master Tenant and Software AG, which consent of Software AG shall
not be unreasonably withheld, the Subject Premises will not be used for any
other purposes.
Page 2 of 9
9. Alterations.
9.1 Excepting for cosmetic or decorative alterations and any provisions
herein to the contrary, Systems Management shall not make any alteration,
improvement, or installation (hereinafter called "Alterations") in or to the
Subject Premises, without in each instance obtaining the prior written consent
of the Master Tenant and Software AG, which consent of Software AG shall not be
unreasonably withheld. If any Alterations are made without consent, the Master
Tenant or Software AG may require Systems Management to remove the same, and may
require Systems Management to correct, repair, and restore the Subject Premises
and any damage arising from such removal, and Systems Management shall be liable
for any and all direct and incremental costs and expenses incurred by the Master
Tenant or Software AG in the performance of this work.
9.2 Systems Management may have Alterations performed by contractors of its
own choice, at its expense, provided that Systems Management has obtained
written approval of the contractor by the Master Landlord, Master Tenant and
Software AG, which consent of Software AG shall not be unreasonably withheld.
Software AG's approval of an Alteration shall be based upon the proper
licensing, financial posture, experience, and past job performance of the
contractor. The design of all Alterations undertaken by Systems Management shall
be subject to prior written approval of the Master Landlord, Master Tenant and
Software AG, which consent of Software AG shall not be unreasonably withheld;
such design shall not commence until such approval is obtained. With reasonable
prior notice to Systems Management, the Master Landlord, the Master Tenant, and
Software AG, shall at all times have the right to inspect, during normal
business hours, the work performed by any contractor selected by Systems
Management.
9.3 Systems Management shall have no obligation to restore any Alterations
within the Subject Premises to the configuration that existed at the
commencement of the Agreement, unless the requirement for such restoration is
specifically stated at the time of Software AG's approval. If, within fifteen
(15) business days after written notice, Systems Management fails or refuses to
remove such Alterations, or fails to correct, repair, and restore the Subject
Premises, Software AG may cause the same to be removed, and repairs and
restoration to be made, in which event, Systems Management shall reimburse the
party that caused said Alterations to be removed and repairs to be made for the
cost of such removal, repairs, and restoration, together with any and all
damages that such party, the Master Landlord, the Master Tenant, or Software AG
may suffer and sustain by reason of Systems Management's failure or refusal to
remove said Alterations.
10. Systems Management's Personal Property. All furnishings, equipment, and
fixtures, excluding leasehold improvements, which are paid for and placed within
the Subject Premises by Systems Management from time to time shall remain the
property of Systems Management. Upon the expiration or earlier termination of
this Agreement, Systems Management shall remove all of its furniture,
furnishings, and equipment, shall repair all damage resulting from such removal
or its use of the Subject Premises, and shall surrender the Subject Premises, as
so required, in good condition, subject only to reasonable wear and tear and to
damage, if any, by fire or other casualty. The obligations of Systems Management
as herein provided shall expire thirty (30) days after expiration or earlier
termination of this Agreement.
11. Terms of the Master Lease and the Sublease.
11.1 All of the terms, provisions, covenants, and conditions of the Master
Lease and the Sublease are incorporated herein by reference and hereby made a
part of and are superior to this Agreement, except as herein otherwise expressly
provided.
11.2 Systems Management shall be obligated, however, to pay only the rent
and additional rent provided for under this Agreement and not the amounts of
rent and rental escalations provided under the Master Lease and the Sublease.
Systems Management hereby assumes all of the obligations of Software AG under
the Sublease, but only to the extent they are applicable to the Subject
Premises. Systems Management shall obtain and maintain all insurance types and
coverages as specified in the Sublease to be obtained and maintained by Software
AG, in amounts not less than those specified in the Sublease. All policies of
Page 3 of 9
insurance obtained by Systems Management shall name the Master Tenant, including
its agents, and Software AG as additional insureds thereon in accordance with
the Sublease. Systems Management's insurance shall be primary over the Master
Tenant's insurance, including it agents, and Software AG's insurance. Systems
Management will deliver to Software AG and Master Tenant certificates verifying
that Systems Management has obtained and is maintaining, at a minimum, insurance
coverage in the amount of $2 million, for general liability coverage, and $1
million per occurrence and providing for thirty (30) days notice to Software AG
and Master Tenant of any cancellation or non-renewal.
11.3 Notwithstanding anything in this Agreement to the contrary, Systems
Management agrees that Software AG shall not be obligated to furnish for Systems
Management any services of any nature whatsoever, including, without limitation,
the furnishing of heat, electrical energy, air conditioning, elevator service,
cleaning, window washing, or rubbish removal services. Software AG, however,
shall be obligated to take all action necessary to obtain the performance of and
furnishing of such services for the Subject Premises by the Master Landlord and
the Master Tenant pursuant to the terms of the Master Lease and the Sublease,
respectively.
11.4 Software AG shall have all of the rights of the Master Tenant under
the Sublease as against Systems Management and, as between the parties hereto,
Software AG agrees to observe and perform the terms, covenants and conditions on
its part to be observed and performed hereunder as well as those applicable
terms, covenants and conditions to be observed and performed by the Master
Tenant under the Sublease in respect of the Subject Premises. Systems Management
acknowledges that it has received a true copy of the Sublease, that it has
reviewed the Sublease, and that it is familiar with the contents thereof.
11.5 If the Sublease is terminated pursuant to its provisions, or
otherwise, Software AG agrees that this Agreement, at the consent of the Master
Tenant, which consent may be given, denied or withheld by the Master Tenant, in
its sole and absolute discretion, may immediately become a prime sublease with
all of the rights, privileges and obligations therein transferred to Systems
Management.
12. Systems Management's Covenants. Systems Management covenants and agrees
that Systems Management will not do anything which would constitute a default
under the Master Lease or the Sublease or omit to do anything which Systems
Management is obligated to do under the terms of this Agreement and which would
constitute a default under the Master Lease or the sublease.
13. Indemnification.
13.1 Systems Management shall and hereby does indemnify and hold the Master
Landlord and the Master Tenant, including their respective agents, and Software
AG harmless from and against any and all actions, claims, demands, damages,
liabilities and expenses (including, without limitation, reasonable attorneys'
fees) asserted against, imposed upon, or incurred by the Master Landlord, Master
Tenant or Software AG by reason of (i) any violation caused, suffered or
permitted by Systems Management, its agents, servants, employees or invitees, of
any of the terms, covenants or conditions of the Agreement, and (ii) any damage
or injury to persons or property occurring upon or in connection with the use or
occupancy of the Subject Premises, except as a result of the acts or omissions
of Software AG, or the Master Landlord or the Master Tenant, including their
respective agents, employees or invitees.
13.2 Software AG shall and hereby does indemnify and hold Systems
Management harmless from and against any and all actions, claims, demands,
damages, liabilities and expenses (including, without limitation, reasonable
attorneys' fees) asserted against, imposed upon or incurred by reason of (i) any
violation caused, suffered or permitted by Software AG, its agents, servants,
employees or invitees, of any of the terms, covenants or conditions of the
Agreement, and (ii) any damage or injury to persons or property occurring upon
or in connection with the use or occupancy of the Subject Premises, except as a
result of the acts or omissions of Systems Management, or its agents, employees
or invitees.
14. Assignment and Agreement. (a) Systems Management agrees not to assign,
mortgage, pledge or otherwise encumber this Agreement, nor to sublet the Subject
Premises or any part thereof, without in each instance obtaining the prior
written consent of the Master Landlord, Master Tenant and Software AG, which
consent of Software AG shall not be unreasonably withheld.
Page 4 of 9
(b) In the event that Systems Management desires to sublet the Subject
Premises or assign the Agreement, Systems Management shall give Software AG,
Master Landlord and the Master Tenant written notice of Systems Management's
intended subtenant or assignee in order to secure the Master Tenant's and
Software AG's written consent. Within twenty (20) days of receipt of said
notice, Software AG shall have the right: (i) to terminate this Agreement by
giving Systems Management not less than thirty (30) days' notice (or one hundred
twenty (120) days' notice if space is being utilized by Systems Management) in
the case of an assignment of the entire Agreement or a subletting of more than
fifty percent (50%) of the Subject Premises; or (ii) to terminate this Agreement
and simultaneously enter into a new sub-sublease with Systems Management for
that portion of the Subject Premises that Systems Management may desire to
retain upon the same terms, covenants and conditions of the existing Agreement
as applicable to the space retained. The Master Landlord and the Master Tenant
shall have all rights provided in the Master Lease and the Sublease, as
applicable, for any further subletting of any portion of the Subject Premises or
any assignment of this Agreement.
(c) In the event Software AG does not exercise its right to terminate this
Agreement, and Software AG and the Master Tenant have granted their written
consents, Systems Management may sublet all or a portion of the Subject
Premises. Fifty percent (50%) of any profit amounts (i.e., rental receipts less
customary transaction costs, such as tenant improvements, attorneys' fees, and
broker fees) above the Monthly Base Rent accruing to Systems Management as the
result of such sub-sublease shall be paid by Systems Management to Software AG
monthly as additional rent.
(d) In the event of any subletting of the Subject Premises or assignment of
this Agreement by Systems Management, with or without Software AG's consent,
Systems Management shall remain liable to the Master Tenant for payment of the
rent stipulated herein and all other covenants and conditions contained herein.
15. Parking. During the term of this Agreement, Software AG shall make
available to Systems Management a pro-rata share of the parking spaces made
available to Software AG under Section 5.08 (entitled "Parking") of the
Sublease.
16. Defaults.
16.1 Without limiting the other provisions of this Agreement, the
occurrence of any of the following shall constitute an "event of default" under
this Agreement: (i) any rent is not paid for a period of fifteen (15) or more
days from and including the due date; or (ii) Systems Management shall fail to
comply with any term, provision, condition, or covenant of the Sublease or this
Agreement, other than the payment of rent, and shall fail to cure such failure
within fifteen (15) days after receipt of written notice from Software AG of
such default, unless such default cannot reasonably be cured within said 15-day
period, and Systems Management is diligently pursuing a cure of said default; or
(iii) any petition is filed by or against Systems Management under any section
or chapter of the National Bankruptcy Act, as amended from time to time, or any
successor statute thereto; or (iv) Systems Management shall become insolvent or
make a transfer in fraud of creditors; or (v) Systems Management shall make an
assignment for the benefit of creditors; or (vi) a receiver is appointed for a
substantial part of the assets of Systems Management; or (vii) the leasehold
estate of Systems Management, or any part thereof, is levied under an execution.
16.2 Upon the occurrence of any event of default, in addition to and not in
limitation of any other right or remedy available to Software AG at law or in
equity, Software AG shall have the option at any time thereafter to: (i)
terminate this Agreement within fifteen (15) business days' notice sent to the
last known address of Systems Management; or (ii) re-enter the Subject Premises
by the manner prescribed by any statute relating to summary process and remove
all property therefrom, but Systems Management shall remain liable for the base
rent and additional rent pertaining to the Subject Premises for the balance of
the term. Software AG shall mitigate any damages caused by Systems Management's
default in accordance with applicable laws.
16.3 In the event Systems Management vacates the Subject Premises, Systems
Management shall leave keys to the Subject Premises with Software AG's agent or
representative on site, so that Software AG may have immediate access to the
Subject Premises. It is agreed and understood that such a delivery of keys shall
Page 5 of 9
not be deemed a termination of the Agreement. All the rights and remedies given
to Software AG shall be deemed cumulative and the election of one shall not be
deemed a waiver of any other or further rights or remedies.
17. Brokers. Systems Management hereby represents and warrants that it has
not dealt with any broker other than Irving Group and Larsen Commercial Real
Estate Services, Inc. (acting as agent for Software AG) in connection with this
Agreement.
18. Entire Agreement. This Agreement contains all of the covenants,
agreements, terms, provisions, conditions, warranties and understandings
relating to the subletting of the Subject Premises and Systems Management's
obligations in connection therewith, and neither Software AG nor any agent or
representative of Software AG has made or is making, and Systems Management in
executing and delivering this Agreement is not relying upon, any warranties,
representations, promises or statements whatsoever, except to the extent
expressly set forth in this Agreement. All understandings and agreements, if
any, heretofore had between Software AG and Systems Management are merged in
this Agreement, which alone fully and completely expresses the agreement of the
parties. The failure of Software AG to insist in any instance upon the strict
keeping, observance or performance of any covenant, agreement, term, provision
or condition of this Agreement or to exercise any election herein contained
shall not be construed as a waiver or relinquishment for the future of such
covenant, agreement, term, provision, condition or election, but the same shall
continue and remain in full force and effect. No waiver or modification of any
covenant, agreement, term, provision or condition of this Agreement shall be
deemed to have been made unless expressed in writing and signed by the Master
Tenant and Software AG. No surrender of possession of the Subject Premises or of
any part thereof or of any remainder of the term of this Agreement shall release
Systems Management from any of its obligations hereunder unless accepted by
Software AG in writing. The receipt and retention by Software AG of monthly base
rent or additional rent from anyone other than Systems Management shall not be
deemed a waiver of the breach by Systems Management of any covenant, agreement,
term or provision of this Agreement, or as the acceptance of such other person
as a tenant, or as a release of Systems Management from the further keeping,
observance or performance by Systems Management of the covenants, agreements,
terms, provisions and conditions herein contained. The receipt and retention by
Software AG of monthly base rent or additional rent with knowledge of the breach
of any covenant, agreement, term, provision or condition herein contained shall
not be deemed a waiver of such breach.
19. Successors and Assigns. The obligations of this Agreement shall bind
and benefit the successors and permitted assigns of the parties with the same
effect as if mentioned in each instance where a party hereto is named or
referred to.
20. Notices. Any and all communications delivered hereunder shall be sent
by first-class mail: if to Software AG, 11190 Sunrise Valley Drive, Reston,
Virginia 20191, Attention: Contracts Administrator, and if to Systems Management
at 12100 Sunset Hills Road, Reston, Virginia 20190, Attention: Ellwood H. Witt,
Jr., or to such other address and attention as any of the above shall notify the
others in writing.
21. Incorporation of Recitals. The Recitals of this Agreement are hereby
incorporated into, and made a part of, the terms of this Agreement.
22. Master Tenant's Consent. This Agreement shall be effective upon
obtaining the written consent of the Master Tenant and it is hereby acknowledged
by Software AG and Systems Management that the Master Tenant's consent to this
Agreement (i) shall not make the Master Tenant, including its agents, a party to
this Agreement, (ii) shall not create any contractual liability or duty on the
part of the Master Tenant, including its agents, to the Systems Management, and
(iii) shall not in any manner increase, decrease, or otherwise affect the rights
and obligations of the Master Tenant and Software AG, as the Subtenant under the
Sublease, in respect of the Subject Premises.
23. Other Provisions. Notwithstanding anything written to the contrary in
this Agreement, Systems Management and Software AG hereby agree to the following
additional terms in connection with Software AG's subletting of the Subject
Premises to Systems Management:
Page 6 of 9
23.1 Tenant Improvements/Alterations. (a) Notwithstanding Section 9 hereof,
Software AG, at no additional cost to Systems Management, Master Tenant, or
Master Landlord, shall make the following improvements/alterations to the
Subject Premises, subject to the prior written consent of the Master Tenant and
the Master Landlord, as applicable:
o Electronic security access system: The card readers shall remain in
the current locations, but the main alarm system and the alarm service
will not be included in this Agreement.
o The refrigerator on the north side of the Subject Premises, as
delineated by the Building common corridor, shall remain in the
current location; the refrigerator on the south side shall be removed.
To the best knowledge of Software AG, the refrigerator is in good
working condition as of the date Systems Management occupies the
Subject Premises.
o The extra HVAC in the server room on north side of the Subject
Premises, as delineated by the Building common corridor, shall remain
in the current location. To the best knowledge of Software AG, the
extra HVAC is in good working condition as of the date Systems
Management occupies the Subject Premises.
o Software AG shall construct a demising partition between the existing
main reception area and the immediate adjacent office to the west of
this main reception area. This wall shall be a slab-to-slab wall. This
work shall be performed either prior to occupancy of the Subject
Premises by Systems Management or within thirty (30) days after
occupancy, depending on permits, approvals, plans, and any other
issues related to the construction of the demising partition. This
work shall be performed during normal business hours.
(b) Systems Management shall be authorized to make the following
improvements/alterations to the Subject Premises, at its own expense, subject to
the prior written consent of the Master Tenant and the Master Landlord, as
applicable:
o Install glass suite entry doors.
o Remove partitions in three (3) interior offices.
o Re-configure the conference room.
o A directory listing in each lobby of the Building.
(c) Systems Management and/or Software AG shall provide Master Tenant with
a copy of as-built drawings for any construction done in the Premises.
23.2 Racks and Hubs. The existing racks and patch panels within both the
server room and the telephone closet may be sold to Systems Management at
replacement cost, as determined by Software AG. If Systems Management does not
agree with the price, it shall not be obligated to purchase such racks and
panels.
23.3 Telecommunications. Systems Management shall be responsible for the
costs of separating the telephone wiring and LAN cabling for its space and all
new cabling and hook-up costs. All existing data and telephone cabling will be
provided to Systems Management in its "as-is" condition. Software AG will not
cut the cables upon vacating the Subject Premises, but shall disconnect such
cables as it deems necessary or appropriate.
23.4 Phone Closet Access. Systems Management shall give other occupants of
the third (3rd) floor of the Building shared, scheduled access to the phone
closet, which resides in the Subject Premises. This closet will be available for
use by other subtenants of Software AG (whether currently existing or existing
in the future), and any other occupant of office space on the third floor.
Page 7 of 9
23.5 Signage. If desired by Systems Management, Systems Management may, at
its sole cost, install an exterior sign on the wall adjacent to its main hall
doorway, provided that such sign is installed in conformance with the Master
Landlord's building signage policy. Software AG will conform with the Master
Landlord's standards for such signage and will seek Master Landlord's approval
as part of the formal consent process.
23.6 Quiet Enjoyment. Systems Management shall have quiet enjoyment of the
Subject Premises under the terms and conditions of this Agreement.
23.7 Early Access to Subject Premises. Software AG shall have the sole
discretion to grant Systems Management and its designated contractors access to
the Subject Premises prior to the Commencement Date to set-up voice and data
communications apparatuses. In the event that Software AG consents to such early
access, Systems Management must be escorted through the Building and must
perform the work during the Building's normal business hours.
24. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
[AGREEMENT CONTINUED ON FOLLOWING PAGE]
Page 8 of 9
IN WITNESS WHEREOF, Software AG and Systems Management have duly executed
this Agreement as of the day and year first above written.
Attest: Software AG
By: _________________________ By: ________________________________
Printed Name: ______________________
Title:______________________________
Date: ______________________________
Attest: Systems Management Engineering, Inc.
By: _________________________ By: ________________________________
Herbert B. Quinn, Jr.
Chief Executive Officer
Date: ______________________________
Page 9 of 9