{"id":41800,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1910-park-100-drive-glen-burnie-md-lease-agreement-mohawk.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1910-park-100-drive-glen-burnie-md-lease-agreement-mohawk","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/1910-park-100-drive-glen-burnie-md-lease-agreement-mohawk.html","title":{"rendered":"1910 Park 100 Drive (Glen Burnie, MD) Lease Agreement &#8211; Mohawk Industries Inc. and Opus East LLC"},"content":{"rendered":"<pre>\nSTANDARD COMMERCIAL NET                                  MOHAWK INDUSTRIES, INC.\nLEASE AGREEMENT 79                                       1910 Park 100 Drive  \n                                                         Glen Burnie, MD 21061\n                                                         187,200 Square Feet  \n\n                                LEASE AGREEMENT\n\nTHIS LEASE AGREEMENT, made and entered into by and between Opus East, L.L.C., a\nDelaware limited liability company hereinafter referred to as \"Landlord\" and\nMohawk Industries, Inc. (a Delaware corporation) hereinafter referred to as\n\"Tenant\";\n\n                              W I T N E S S E T H :\n\n      1. Premises and Term. In consideration of the obligation of Tenant to pay\nrent herein provided, and in consideration of the other terms, provisions and\nconvenants hereof, Landlord hereby demises and leases to Tenant, and Tenant\nhereby takes from Landlord certain premises situated within the County of Anne\nArundel, State of Maryland, more particularly described on Exhibit \"A\" attached\nhereto and incorporated herein by reference, together with all rights,\nprivileges, easements, appurtenances and immunities belonging to or in any way\npertaining to the premises and together with the buildings and other\nimprovements situated or to be upon said premises said real property, buildings\nand improvements being hereinafter referred to as the \"premises\").\n\n      TO HAVE AND TO HOLD the same for a term commencing on the \"commencement\ndate\", as hereinafter defined, and ending 120 months thereafter, provided,\nhowever, that, in the event the \"commencement date\" is a date other than the\nfirst day of a calendar month said term shall extend for said number of months\nin addition to the remainder of the calendar month following the \"commencement\ndate.\" (see Addendum Paragraph 1)\n\n      A. The \"commencement date\" shall be May 1, 1997. Tenant acknowledges that\nit has inspected and accepts the premises, and specifically the buildings and\nimprovements comprising the same, in their present condition as suitable for the\npurpose to which the premises are leased. Taking of possession by Tenant shall\nbe deemed conclusively to establish that said buildings and other improvements\nare in good and satisfactory condition as of when possession was taken. Tenant\nfurther acknowledges that no representations as to the repair of the premises,\nnor promises to alter, remodel or improve the premises have been made by\nLandlord, unless such are expressly set forth in this lease. If this lease is\nexecuted before the premises become vacant or otherwise available and ready for\noccupancy, or if any present tenant or occupant of the premises holds over, and\nLandlord cannot acquire possession of the premises prior to said \"commencement\ndate,\" Landlord shall not be deemed to be in default hereunder, and Tenant\nagrees to accept possession of the premises at such time as Landlord is able to\ntender the same, which date shall thenceforth be deemed the \"commencement date\";\nand Landlord hereby waives payment of rent covering any period prior to the\ntendering of possession to Tenant hereunder. After the commencement date Tenant\nshall, upon demand, execute and deliver to Landlord a letter of acceptance of\ndelivery of the premises.\n\n      B. In the event this lease pertains to a building to be constructed, the\nprovisions of this subparagraph B shall apply in lieu of the provisions of\nsubparagraph A above and the \"commencement date\" shall be the date upon which\nthe buildings and other improvements erected and to be erected upon the premises\nshall have been substantially completed in accordance with the plans and\nspecifications described on Exhibit \"B\" attached hereto and incorporated herein\nby reference. Landlord shall notify Tenant in writing as soon as Landlord deems\nsaid buildings and other improvements to be completed and ready for occupancy as\naforesaid. In the event that said buildings and other improvements have not in\nfact been substantially completed as aforesaid, Tenant shall notify Landlord in\nwriting of its objections. Landlord shall have a reasonable time after delivery\nof such notice in which to take such corrective action as may be necessary, and\nshall notify Tenant in writing as soon as it deems such corrective action has\nbeen completed so that said buildings and other improvements are completed and\nready for occupancy. Taking of possession by Tenant shall be deemed conclusively\nto establish that said buildings and other improvements have been competed in\naccordance with the plans and specifications and that the premises are in good\nand satisfactory condition, as of when possession was so taken. Tenant\nacknowledges that no representations as to the repair of the premises have been\nmade by Landlord, unless such are expressly set forth in this lease. After such\n\"commencement date\" Tenant shall, upon demand, execute and deliver to Landlord a\nletter of acceptance of delivery of the premises. In the event of any dispute as\nto substantial completion or work performed or required to be performed by\nLandlord, the certificate of Landlord's architect or general contractor shall be\nconclusive.\n\n      2. Base Rent and Security Deposits\n\n      A. Tenant agrees to pay to Landlord rent for the premises in advance,\nwithout demand, deduction or set off, for months one (1) through forty-eight\n(48) of the [ILLEGIBLE] hereof at the rate of Sixty-Four Thousand Seven Hundred\nForty and No\/100 Dollars ($64,740.00) per month (See Addendum Paragraph 2). One\nsuch monthly installment shall be due and payable on the date hereof and a like\nmonthly installment shall be due and payable, without demand, on or before the\nfirst day of each calendar month succeeding the \"commencement date\" during the\nhereby demised term, except that the rental payment for any fractional calendar\nmonth at the commencement of the lease term shall be prorated.\n\n      B. In addition, Tenant agrees to deposit with Landlord on the date hereof\nthe sum of Sixty-Four Thousand Seven Hundred Forty and No\/100 Dollars\n($64,740.00), which sum shall be held by Landlord, without obligation for\ninterest, as security for the performance of Tenant's covenants and obligations\nunder this lease, it being expressly understood and agreed that such deposit is\nnot an advance rental deposit or a measure of Landlord's damages in case of\nTenant's default. Upon the occurrence of any event of default by Tenant,\nLandlord may, from time to time, without prejudice to any other remedy provided\nherein or provided by law, use such fund to the extent necessary to make good\nany arrears of rent or other payments due Landlord hereunder, and any other\ndamage, injury, expense or liability caused by such event of default, and Tenant\nshall pay to Landlord, on demand, the amount so applied in order to restore the\nsecurity deposit to its original amount. Although the security deposit shall be\ndeemed the property of Landlord, any remaining balance of such deposit shall be\nreturned by Landlord to Tenant at such time after termination of this lease that\nall of the Tenant's obligations under this lease have been fulfilled.\n\n      3. Use. The premises shall be used only for the purpose of receiving,\nstoring, shipping and selling (other than retail) products, materials and\nmerchandise made and\/or distributed by Tenant, and for such other lawful\npurposes as may be incidental thereto. Outside storage is prohibited without\nLandlord's prior written consent. Tenant shall, as its own cost and expense,\nobtain any and all licenses and permits necessary for any such use. Tenant shall\ncomply with all governmental laws, ordinances and regulations applicable to the\ncondition, occupancy and use of the premises, and shall promptly comply with all\ngovernmental orders and directives for the correction, prevention and abatement\nof nuisances in or upon, or connected with, the premises, all at Tenant's sole\nexpense. Tenant shall not permit any objectionable or unpleasant odors, smoke,\ndust, gas noise or vibrations to emanate from the premises, nor take any other\naction which would constitute a nuisance or would disturb or endanger any other\ntenants of the building in which the premises are situated or unreasonably\ninterfere with their use of their respective premises. Without Landlord's prior\nwritten consent, Tenant shall not receive, store or otherwise handle any\nproduct, material or merchandise which is explosive or highly inflammable.\nTenant will not permit the premises to be used for any purpose or in any manner\n(including without limitation any method of storage) which would render the\ninsurance thereon void or the insurance risk more hazardous or cause the State\nBoard of Insurance or other insurance authority to disallow any sprinkler\ncredits.\n\n      4. Taxes\n\n      A. Tenant agrees to pay before they become delinquent all taxes\nassessments, and governmental charges of any kind and nature whatsoever\n(hereinafter collectively referred to as the \"taxes\") lawfully levied or\nassessed against the building and the grounds, parking areas, driveways and\nalleys around the building. Tenant shall furnish to Landlord, not later than\ntwenty (20) days before the date any such taxes become delinquent, official\nreceipts of the appropriate taxing authority or other evidence satisfactory to\nLandlord evidencing payment thereof. If Tenant should fail to pay any taxes,\nassessments, or governmental charges required to be paid by Tenant hereunder, in\naddition to any other remedies provided herein, Landlord may, if it so elects,\npay such taxes, assessments, and governmental charges. Any sums so paid by\nLandlord shall be deemed to be so much additional rental owing by Tenant to\nLandlord and due and payable, on demand, by Landlord. together with interest\nthereon, as the rate of ten per cent (10%) per annum from date paid by Landlord\nto data of repayment by Tenant.\n\n      B. In the event the premises constitute a portion of a multiple occupancy\nbuilding, In lieu of Tenant paying the \"taxes\" as above provided, Landlord\nagrees to pay, before they become delinquent, all \"taxes\" lawfully levied or\nassessed against such building and the grounds, parking areas, driveways and\nalleys around the building, and Tenant agrees to pay to Landlord, an additional\nrental, upon demand, the amount of Tenant's \"proportionate share\" of all such\n\"taxes\" paid by Landlord. Tenant's \"proportionate share\", as used in this lease,\nshall mean a fraction, the numerator of which is the space contained in the\npremises and the denominator of which is the entire space contained in the\nbuilding.\n\n      C. If, at any time during the term of this lease, the present method of\ntaxation shall be changed so that in lieu of the whole or any part of any taxes,\nassessments or governmental charges levied, assessed or imposed on real estate\nand the improvements thereon, there shall be levied, assessed or imposed on\nLandlord a capital levy or other tax directly on the rents received therefrom\nand\/or a franchise tax, assessment, levy or charge measured by or based, in\nwhole or in part, upon such rents for the present or any future building or\nbuildings on the premises, then all such taxes, assessments, levies or charges,\nor the part thereof so measured or based, shall be deemed to be included within\nthe term \"taxes\" for the purposes hereof.\n\n      D. Tenant may, alone or along with any other tenants of said building, at\nits or their sole cost and expense, in its or their own name(s) and\/or in the\nname of Landlord, dispute and contest any \"taxes\" by appropriate proceedings\ndiligently conducted in good faith, but only after Tenant and all other tenants,\nif any, joining with Tenant in such contest, have deposited with Landlord the\namount so contested and unpaid, or their proportionate shares thereof, as the\ncase may be, which shall be held by Landlord without obligation for interest\nuntil the termination of the proceedings, as which time the amount(s) deposited\nshall be applied by Landlord toward the payments of the items held valid \n(plus any court costs, interest, penalties, and other liabilities associated\nwith the proceedings), and Tenants share of any excess shall be returned to\nTenant. Tenant further agrees to pay to Landlord, upon demand, Tenant's share\n(as among all tenants who participated in the contest) of all court costs,\ninterest penalties, and other liabilities relating to such proceedings. Tenant\nhereby indemnifies and agrees to hold harmless the Landlord from and against any\ncost, damage, or expense (including attorneys' fees) in connection with any\nsuch proceedings.\n\n      E. Any payment to be made pursuant to this Paragraph 4, with respect to\nthe real estate tax year in which this lease commences or terminates shall be\nprorated.\n\n      5. Repairs and Maintenance\n\n      A. Except as expressly set forth in Section 5.F below, Tenant shall, at\nits own cost and expense, keep and maintain all parts of the premises in good\ncondition, promptly making all necessary repairs and replacements, interior and\nexterior, structural and non-structural, ordinary and extraordinary, including\nbut not limited to, windows, glass and plate glass, doors and any special office\nentry, walls and finish work, floors and floor covering, roof, foundation, down-\n\n \nspouts, gutters, heating and air conditioning systems, dock boards, truck doors,\ndock bumpers, paving, plumbing work and fixtures, termite and pest\nextermination, regular removal of trash and debris, regular mowing of any grass,\ntrimming, weed removal and general landscape maintenance, including rail spur\nareas, keeping the parking areas, driveways, alleys and the whole of the\npremises in a clean and sanitary condition, and maintaining any spur track\nserving the premises (Tenant agrees to sign a joint maintenance agreement with\nthe railroad company servicing the premises, if requested by the railroad\ncompany). Tenant shall at its own cost and expense repaint exterior overhead\ndoors, canopies, entries, handrails, gutters, and other exposed parts of the\nbuilding which reasonably require periodic repainting to prevent deterioration\nor to maintain aesthetic standards.\n\n      B. The cost of maintenance and repair of any common party wall (any wall,\ndivider, partition or any other structure separating the premises from any\nadjacent premises occupied by other tenants) shall be shared equally by Tenant\nand the tenant occupying adjacent premises. Tenant shall not damage any party\nwall or disturb the integrity and support provided by any party wall and shall,\nas its sole cost and expense, promptly repair any damage or injury to any party\nwall caused by Tenant or its employees, agents or invitees.\n\n      C. In the event the premises constitute a portion of a multiple occupancy\nbuilding, Tenant and its employees, customers and licensees shall have the\nexclusive right to use the parking areas, if any, as may be designated by\nLandlord in writing, subject to such reasonable rules and regulations as\nLandlord may from time to time prescribe, Further, in multiple occupancy\nbuildings, Landlord reserves the right to perform the roof, paving, and\nlandscape maintenance, exterior painting and common sewage line plumbing which\nare otherwise Tenant's obligations under subparagraph A above, and Tenant shall,\nin lieu of the obligations set forth under subparagraph A above with respect to\nsuch items, be liable for its proportionate share (as defined in subparagraph\n4(B) above) of the cost and expense of the care for the grounds around the\nbuilding, including but not limited so, the mowing of grass, care of shrubs,\ngeneral landscaping, maintenance of parking areas, driveways and alleys, roof\nmaintenance, exterior repainting and common sewage line plumbing; provided,\nhowever, that Landlord shall have the right to require Tenant so pay such other\nreasonable proportion of said mowing, shrub care and general landscaping costs\nas may be determined by Landlord in its sole discretion; and further provided\nthat if Tenant or any other particular tenant of the building can be clearly\nidentified as being responsible for obstruction or stoppage of the common\nsanitary sewage lien then Tenant, if Tenant is responsible, or such other\nresponsible tenant, shall pay the entire cost thereof, upon demand, as\nadditional rent. Tenant shall pay when due its share, determined as aforesaid,\nof such costs and expenses along with the other tenants of the building to\nLandlord upon demand, as additional rent, for the amount of its share as\naforesaid of such costs and expenses in the events Landlord elects to perform or\ncause to be performed such work. (See Addendum Paragraph 3)\n\n      D. In the event the premises constitute a portion of a multiple occupancy\nbuilding, Landlord shall be responsible for coordinating any repairs and other\nmaintenance of any rail tracks serving or to serve the building, and if Tenant\nuses such rail tracks, Tenant shall reimburse Landlord from time to time upon\ndemand, as additional rent, for a share of the costs of such repairs and\nmaintenance and any other sums specified in any agreement to which Landlord is a\nparty respecting such tracks, such share so be a fraction the numerator of which\nis the space contained in the premises, and the denominator of which is the\nentire space occupied by rail users in the building.\n\n      E. Tenant shall, at its own cost and expense, enter into a regularly\nscheduled preventive maintenance\/service contract with a maintenance contractor\nfor servicing all heating and air conditioning systems and equipment within the\npremises. The maintenance contractor and the contract must be approved by\nLandlord. The service contract must include all services suggested by the\nequipment manufacturer within the operation\/maintenance manual and must become\neffective (and a copy thereof delivered to Landlord) within thirty (30) days of\nthe date Tenant takes possession of the premises. (See Addendum Paragraph 4)\n\n      6. Alteration. Tenant shall not make any alterations, additions or\nimprovements to the premises without the prior written consent of Landlord.\nTenant may, without the consent of Landlord, but as its own cost and expense and\nin a good workmanlike manner make such minor alterations, additions or\nimprovements or erect, remove or alter such partitions, or erect such shelves,\nbins, machinery and trade fixtures as it may deem advisable, without altering\nthe basic character of the building or improvements and without overloading or\ndamaging such building or improvements, and in each case complying with all\napplicable governmental laws, ordinances, regulations and other requirements.\nAll alterations, additions, improvements and partitions erected by Tenant shall\nbe and remain the property of Tenant during the term of this lease and Tenant\nshall unless Landlord otherwise elects as hereinafter provided, remove all\nalterations, additions, improvements and partitions erected by Tenant and\nrestore the premises so their original condition by the date of termination of\nthis lease; provided, however, that if Landlord so elects prior to termination\nof this lease, such alterations, additions, improvements and partitions shall\nbecome the property of Landlord as of the date of termination of this lease and\nshall be delivered up to the Landlord with the premises. All shelves, bins,\nmachinery and trade fixtures installed by Tenant may be removed by Tenant prior\nto the termination of this lease if Tenant so elects, and shall be removed if\nrequired by Landlord; upon any such removal Tenant shall restore the premises to\ntheir original condition. All such removals and restoration shall be\naccomplished in a good workmanlike manner so as not to damage the primary\nstructure or structural qualities of the buildings and other improvements\nsituated on the premises.\n\n      7. Signs. Tenant shall have the right to install signs upon the premises\nonly when first approved in writing by Landlord and subject to any applicable\ngovernmental laws, ordinances, regulations and other requirements. Tenant shall\nremove all such signs by the termination of this lease. Such installations and\nremovals shall be made is such manner as to avoid injury or defacement of the\nbuilding and other improvements, and Tenant shall repair any injury or\ndefacement including without limitation discoloration, caused by such\ninstallation or removal.\n\n      8. Inspection. Landlord and Landlord's agents and representatives shall\nhave the right to enter and inspect the premises at any reasonable time during\nbusiness hours, for the purpose of ascertaining the condition of the premises or\nin order to make such repairs as may be required or permitted to be made by\nLandlord under the terms of this lease. During the period that is six (6) months\nprior to the end of the term hereof, Landlord and Landlord's agents and\nrepresentatives shall have the right to enter the premises at any reasonable\ntime during business hours for the purpose of showing the premises, and shall\nhave the right to erect on the premises a suitable sign indicating that the\npremises are available. Tenant shall give written notice to Landlord at least\nthirty (30) days prior to vacating the premises and shall arrange to meet with\nLandlord for joint inspection of the premises as the time of vacating. In the\nevent of Tenant's failure to give such notice or arrange such joint inspection,\nLandlord's inspection at or after Tenant's vacating the premises shall be\nconclusively deemed correct for purposes of determining Tenant's responsibility\nfor repairs and restoration.\n\n      9. Utilities. Landlord agrees to provide, as its cost, water, electricity\nand telephone service connections to the premises; but Tenant shall pay for all\nwater, gas, heat, light, power, telephone, sewer, sprinkler charges and other\nutilities and services used on or from the premises, together with any taxes,\npenalties, surcharges or the like pertaining thereto, and maintenance charges\nfor utilities, and shall furnish all electric light bulbs and fixtures. If any\nsuch services are not separately metered to Tenant, Tenant shall pay a\nreasonable proportion, as determined by Landlord, of all charges jointly metered\nwith other premises. Landlord shall in no event be liable for any interruption\nor failure of utility services on the premises.\n\n      10. Assignment and Subletting. Tenant shall not have the right to assign\nthis lease or to sublet the whole or any part of the premises without the prior\nwritten consent of Landlord. Notwithstanding any permitted assignment or\nsubletting, Tenant shall at all times remain directly, primarily and fully\nresponsible and liable for the payment of the rent herein specified and for\ncompliance with all of Tenant's other obligations under the terms, provisions\nand covenants of this lease. Upon the occurrence of an \"event of default\" as\nhereinafter defined, if the premises or any part thereof are then assigned or\nsublet, Landlord, in addition to any other remedies herein provided or provided\nby law, may at its option collect directly from such assignee or subtenant all\nrents becoming due to Tenant under such assignment or sublease and apply such\nrent against any sums due to Landlord from Tenant hereunder, and no such\ncollection shall be construed to constitute a novation or a release of Tenant\nfrom the further performance of Tenant's obligations hereunder.\n\n      11. Insurance, Fire end Casualty Damages.\n\n      A. Landlord agrees to maintain insurance covering the building of which\nthe premises are a part in an amount not less than eighty percent (80%) (or such\ngreater percentage as may be necessary to comply with the provisions of any\nco-insurance clauses of the policy) of the \"replacement cost\" thereof as such\nterm is defined in the Replacement Cost Endorsement to be attached thereto,\ninsuring against the perils of Fire, Lightning, Extended Coverage, Vandalism and\nMalicious Mischief, extended by Special Extended Coverage Endorsement to insure\nagainst all other Risks of Direct Physical Loss, such coverages and endorsements\nto be as defined, provided and limited in the standard bureau forms prescribed\nby the insurance regulatory authority for the State in which the premises are\nsituated for use by insurance companies admitted in such state for the writing\nof such insurance on risks located within such state. Subject to the provisions\nof subparagraphs 11B and 11D below, such insurance shall be for the sole benefit\nof Landlord and under its sole control. Tenant agrees to pay, to Landlord, as\nadditional rental, Landlord's cost of maintaining such insurance on said\nbuilding (or, in the event the premises constitute a portion of a multiple\noccupancy building, Tenant's full proportionate share (as defined in\nsubparagraph 4(B) above) of such cost. Said payments shall be made to Landlord\nwithin ten (10) days after presentation to Tenant of Landlord's statement\nsetting forth the amount due. Any payments to be made pursuant to this\nsubparagraph A, with respect to the year in which this lease commences or\nterminates shall bear the same ratio to the payment which would be required to\nbe made for the full year as that part of such year covered by the term of this\nlease bears to a full year.\n\n      B. If the buildings situated upon the premises should be damaged or\ndestroyed by any peril covered by the insurance to be provided by Landlord under\nsubparagraph 11A above, Tenant shall give immediate notice thereof to Landlord\nand Landlord shall at its sole cost and expense thereupon proceed with\nreasonable diligence so rebuild and repair such buildings to substantially the\ncondition in which they a existed prior to such damage or destruction, except\nthat Landlord shall not be required to rebuild, repair or replace any part of\nthe partitions, fixtures, additions and other improvements which may have been\nplaced in, on or about the premises by Tenant and except that Tenant shall pay\nto Landlord, upon demand, any applicable deductible amount specified under\nLandlord's insurance. The rent payable hereunder shall in no event abate by\nreason of any damage or destruction. (See Addendum Paragraph 5)\n\n      C. If the buildings situated upon the premises should he damaged or\ndestroyed by a casualty other than a peril covered by the insurance to be\nprovided by Landlord under subparagraph 11A. above, or if any other improvements\nsituated on the premises should be in any manner damaged or destroyed, Tenant\nshall at its sole cost and expense thereupon proceed with reasonable diligence\nto rebuild and repair such buildings and\/or other improvements to substantially\nthe condition in which they existed prior to such damage or destruction, subject\nto Landlord's approval of the plans and specifications for such rebuilding and\nrepairing, which approval shall not be unreasonably withheld.\n\n      D. Notwithstanding anything herein to the contrary, in the event the\nholder of any indebtedness secured by a mortgage or deed of trust covering the\npremises requires that the insurance proceeds be applied to such indebtedness,\nthen Landlord shall have the right to terminate this lease by delivering written\nnotice of termination to Tenant within fifteen (15) days after such requirement\nis made by any such holder, whereupon all rights and obligations hereunder shall\ncease and terminate.\n\n      E. Each of Landlord and Tenant hereby releases the other from any and all\nliability or responsibility to the other or any claiming through or under them\nby way of subrogation or otherwise for any loss or damage to property caused by\nfire or any other perils insured in policies of insurance covering such\nproperty, even if such loss or damage shall have been caused by the fault or\nnegligence of the other party, or anyone for whom such party may be responsible,\nprovided, however, that this release shall be applicable and in force and effect\nonly with respect to loss or damage occurring during such times as the\nreleasor's policies shall contain a clause or endorsement to the effect that any\nsuch release shall not adversely affect or impair said policies or prejudice the\nright of the releasor to recover thereunder and then only to the extent of the\ninsurance proceeds payable under such policies. Each of Landlord and Tenant\nagrees that it will request its insurance carriers to include in its policies\nsuch a clause or endorsement. If extra cost shall be charged therefor, each\nparty shall advise the other thereof and of the amount of the extra cost, and\nthe other party, at its election, may pay the same, but shall not be obligated\nto do so.\n\n \n      12. Liabilities. Landlord shall not be liable to Tenant or Tenant's\nemployees, agents, patrons or visitors, or to any other person whomsoever, for\nany injury to person or damage to property on or about the premises, resulting\nfrom and\/or caused in part or whole by the negligence or misconduct of Tenant,\nits agents, servants or employees, or of any other person entering upon the\npremises, or caused by the buildings and improvements located on the premises\nbecoming out of repair, or caused by leakage of gas, oil, water or steam, or by\nelectricity emanating from the premises, or due to any cause whatsoever, and\nTenant hereby covenants and agrees that it will at all times indemnify and hold\nsafe and harmless the property, the Landlord (including without limitation the\ntrustee and beneficiaries if Landlord is a trust), Landlord's agents and\nemployees from any loss, liability, claims, suits, costs, expenses, including\nwithout limitation attorneys' fees and damages, both real and alleged, arising\nout of any such damages or injury; except injury to persons or damage to\nproperty the sole cause of which is the negligence of Landlord. Tenant shall\nprocure and maintain throughout the term of this lease a policy or policies of\ninsurance, at its sole cost and expense, insuring both Landlord and Tenant\nagainst all claims, demands, or actions arising out of or in connection with:\n(i) the premises; (ii) the condition of the premises; (iii) Tenant's operations\nin and maintenance and use of the premises; and (iv) Tenant's liability assumed\nunder this lease, the limits of such policy or policies to be in the amount of\nnot less than $2,000,000 per occurrence for bodily injury and property damage\n(See Addendum Paragraph 6). All such policies shall be procured by Tenant from\nresponsible insurance companies satisfactory to Landlord. Certified copies of\nsuch policies, together with receipt evidencing payment of premiums therefor,\nshall be delivered to Landlord prior to the commencement date of this lease. Not\nless than fifteen (15) days prior to the expiration date of any such policies,\ncertified copies of the renewals thereof (bearing notations evidencing the\npayment of renewal premiums) shall be delivered to the Landlord. Such policies\nshall further provide that not less than thirty (30) days' written notice shall\nbe given to Landlord before such policy may be cancelled or changed to reduce\ninsurance provided thereby.\n\n      13. Condemnation.\n\n      A. If the whole or any substantial part of the premises should be taken\nfor any public or quasi-public use under governmental law, ordinance or\nregulation, or by right of eminent domain, or by private purchase in lieu\nthereof, and the taking would prevent or materially interfere with the use of\nthe premises for the purpose for which they are then being used, this lease\nshall terminate and the rent shall be abated during the unexpired portion of\nthis lease, effective when the physical taking of said premises shall occur.\n\n      B. If part of the premises shall be taken for any public or quasi-public\nuse under any governmental law, ordinance or regulation, or by right of eminent\ndomain, or by private purchase in lieu thereof, and this lease is not terminated\nas provided in the subparagraph above, this Lease shall not terminate, but the\nrent payable hereunder during the unexpired portion of the lease shall be\nreduced to such extent as may be fair and reasonable under all the\ncircumstances.\n\n      C. In the event of any such taking or private purchase in lieu thereof,\nLandlord and Tenant shall each be entitled to receive and retain such separate\nawards and\/or portion of lump sum awards as may be allocated to their respective\ninterests in any condemnation proceedings.\n\n      14. Holding Over. Tenant will, at the termination of this lease by lapse\nof time or otherwise, yield up immediate possession to Landlord. In the event of\nany holding over by Tenant or any of its successors in interest after the\nexpiration or termination of this lease, unless the parties hereto otherwise\nagree to writing, the hold over tenancy shall be subject to termination by\nLandlord at any time upon not less than five (5) days advance written notice, or\nby Tenant at any time upon not less than thirty (30) days advance written\nnotice, and all of the other terms and provisions of this lease shall be\napplicable during that period, except that Tenant shall pay Landlord from time\nto time upon demand, as rental for the time of any hold over, an amount equal to\none and one half (1 1\/2) the rent in effect on the termination date, computed on\na daily basis for each day of the holdover period. No holding over by Tenant,\nwhether with or without consent of Landlord, shall operate to extend this Lease\nexcept as otherwise expressly provided.\n\n      15. Quiet Enjoyment. Landlord covenants that it now has, or will acquire\nbefore Tenant takes possession of the premises, good title to the premises, free\nand clear of all liens and encumbrances excepting only the lien for current\ntaxes not yet due, such mortgage or mortgages as are permitted by the terms of\nthis lease, zoning ordinances, and other building and fire ordinances and\ngovernmental regulations relating to the use of such property, and easements,\nrestrictions, and other conditions of the record. In the event this lease is a\nsublease, then Tenant agrees to take the premises subject to the provisions of\nthe prior leases. Landlord represents and warrants that it has full right and\nauthority to enter into this lease and that Tenant, upon paying the rental\nherein set forth and performing its other covenants and agreements herein set\nforth, shall peaceably and quietly have, hold, and enjoy the premises for the\nterm hereof without hindrance or molestation from Landlord, subject to the terms\nand provisions of this Lease.\n\n      16. Events of Default. The following events shall be deemed to be events\nof default by Tenant under this lease:\n\n            (a) Tenant shall fall to pay any installment of the rent hereby\n      reserved when due, or any payment with respect to taxes hereunder when\n      due, or any other payment or reimbursement to Landlord required herein\n      when due, and such failure shall continue for a period of five (5) days\n      from the date such payment was due.\n\n            (b) Tenant shall become insolvent, or shall make a transfer in fraud\n      of creditors, or shall make an assignment for the benefit of creditors.\n\n            (c) Tenant shall file a petition under any section or chapter of the\n      National Bankruptcy Act, as amended, or under any similar law or statute\n      of the United States or any State thereof; or Tenant shall be adjudged\n      bankrupt or insolvent in proceeding filed against Tenant thereunder.\n\n            (d) A receiver or trustee shall be appointed for all or\n      substantially all of the assets of Tenant.\n\n            (e) Tenant shall desert or vacate any substantial portion of the\n      premises.\n\n            (f) Tenant shall fail to comply with any term, provision, or\n      covenant of this lease (other than the foregoing in this Paragraph 16),\n      and shall not cure such failure within twenty (20) days after written\n      notice thereof to Tenant.\n\n      17. Remedies, Upon the occurrence of any of such events of default\ndescribed in Paragraph 16 hereof, Landlord shall have the option to pursue any\none or more of the following remedies without any notice or demand whatsoever:\n\n            (a) Terminate this lease, in which event Tenant shall immediately\n      surrender the premises to Landlord, and if Tenant fails to do so, Landlord\n      may, without prejudice to any other remedy which it may have for\n      possession or arrearages in rent, enter upon and take possession of the\n      premises and expel or remove Tenant and any other person who may be\n      occupying such premises or any thereof, by force if necessary, without\n      being liable for prosecution or any claim or damages therefor; and Tenant\n      agrees to pay to Landlord on demand the amount of any loss and damage\n      which Landlord may suffer by reason of such termination (See addendum\n      Paragraph 7), whether through inability to relet the premises on\n      satisfactory terms or otherwise.\n\n            (b) Enter upon and take possession of the premises and expel or\n      remove Tenant and any other person who may be occupying such premises or\n      any part thereof, by force if necessary, without being liable for\n      prosecution or any claims for damages therefor, and Tenant agrees to pay\n      to the Landlord on demand any deficiency that may arise by reason of such\n      reletting. In the event Landlord is successful in reletting the premises\n      at a rental in excess of that agreed to be paid by Tenant pursuant to the\n      terms of this Agreement, Landlord and Tenant each mutually agree that\n      Tenant shall not be entitled, under any circumstances, to such excess\n      rental, and Tenant does hereby specifically waive any claim to such excess\n      rental.\n\n            (c) Enter upon the premises, by force if necessary, without being\n      liable for prosecution or any claim for damages therefor, whatever Tenant\n      is obligated to do under the terms of this lease; and Tenant agrees to\n      reimburse Landlord, on demand, for any expenses which Landlord may incur\n      in thus effecting compliance with Tenant's obligations under this lease,\n      and Tenant further agrees that Landlord shall not be liable for any\n      damages resulting to the Tenant from such action, whether caused by the\n      negligence of the Landlord or otherwise. Notwithstanding the foregoing, in\n      the event of an emergency, Landlord shall have the right to perform for\n      Tenant's account prior to the expiration of any cure period.\n\n            In the event Tenant fails to pay any installment of rent hereunder\n      as and when such installment is due, to help defray the additional cost to\n      Landlord for processing late payments Tenant shall pay to Landlord on\n      demand a late charge in an amount equal to five percent (5%) of and the\n      failure to pay such amount within ten (10) days after demand therefor\n      shall be an event of default hereunder. The provision for such late\n      charges shall be in addition to all of Landlord's other rights and\n      remedies hereunder or at law and shall not be construed as liquidated\n      damages or as limiting Landlord's remedies in any manner.\n\n      Pursuit of any of the foregoing remedies shall not preclude pursuit of any\nof the other remedies herein provided or any other remedies provided by law, nor\nshall pursuit of any remedy herein provided constitute a forfeiture or waiver of\nany rent due to Landlord hereunder or of any damages accruing to Landlord by\nreason of the violation of any of the terms, provisions and covenants herein\ncontained. No act or thing done by Landlord or its agents during the term hereby\ngranted shall be decried a termination of this lease or an acceptance of the\nsurrender of the premises, and no agreement to terminate this lease or to accept\na surrender of said premises shall be valid unless in writing signed by\nLandlord. No waiver by Landlord or any violation or breach of any of the terms,\nprovisions covenants herein contained. Landlord's acceptance of the payment of\nrental or other payments hereunder after the occurrence of an event of default\nshall not be construed as a waiver of such default, unless Landlord so notifies\nTenant in writing. Forbearance by Landlord to enforce one or more of the\nremedies herein provided upon an event of default shall not be deemed or\nconstrued to constitute a waiver of such default or of Landlord's right to\nenforce any such remedies with respect to such default or any subsequent\ndefault. If, on account of any breach or default by Tenant in Tenant's\nobligations under the terms and conditions of said lease, it shall become\nnecessary or appropriate for Landlord to employ or consult with an attorney\nconcerning or to enforce or defend any of Landlord's rights or remedies\nhereunder, Tenant agrees to pay any reasonable attorneys' fees so incurred.\n\n      18. Landlord's Lien. In addition to any statutory lien for rent in\nLandlord's favor, Landlord shall have and Tenant hereby grants to Landlord a\ncontinuing security interest for all rentals and other sums of money becoming\ndue hereunder from Tenant, upon all goods, wares, equipment, fixtures,\nfurniture, inventory, accounts, contract rights, chattel paper and other\npersonal property of Tenant, situated on the premises, and such property shall\nnot be removed therefrom without the consent of Landlord until all arranges in\nrent as well as any and other sums of money then due to the hereunder shall\nfirst have been paid and discharged. In the event of default under this lease,\nLandlord shall have, in addition to any other remedies provided herein or by\nlaw, all rights and remedies under the Uniform Commercial Code, including\nwithout limitation the right to sell the property described in this Paragraph 18\nat public or private sale upon five (5) days notice to Tenant. Tenant hereby\nagrees to execute such financing statements and other instruments necessary or\ndesirable in Landlord's discretion to perfect the security interest hereby\ncreated. Any stationary lien for rent is not hereby waived, the express\ncontractual lien herein granted being in addition and supplementary thereto.\n\n      19. Mortgages. Tenant accepts this lease subject and subordinate to any\nmortgage(s) and\/or deed(s) of trust now or at any time hereafter constituting a\nlien or charge upon the premises or the improvements situated thereon; provided,\nhowever, that if the mortgagee, trustee, or holder of any such mortgage or deed\nof trust elects to have Tenant's interest in this lease superior to any such\ninstrument, then by notice to Tenant from such mortgagee, trustee or holder,\nthis lease shall be deemed superior to such lien, whether this lease was\nexecuted before or after said notice or deed of trust. Tenant shall at any time\nhereafter, on demand, execute any instruments, releases or other documents which\nmay be required by any mortgagee for the purpose of subjecting and subordinating\nthis lease to the lien of any such mortgage.\n\n \n      20. Landlord's Default. In the event Landlord should become in default in\nany payments due on any such mortgage described in Paragraph 19 hereof, Tenant\nis authorized and empowered, after giving Landlord five (5) days prior written\nnotice of such default and Landlord's failure to cure such default, to pay any\nsuch items for and on behalf of Landlord, and use amount of any item so paid by\nTenant for or on behalf of Landlord, together with any interest or penalty\nrequired to be paid in connection therewith, shall be payable on demand by\nLandlord to Tenant; provided, however that Tenant shall not be authorized and\nempowered to make any payment under the terms of this Paragraph 20, unless the\nitem paid shall be superior to Tenant's interest hereunder. In the event Tenant\npays any mortgage debt in full, in accordance with this paragraph, it shall, at\nits election, be entitled to the mortgage security by assignment or subrogation.\n\n      21. Mechanic's Liens. Tenant shall have no authority, express or implied,\nto create or place any lien or encumbrance, of any kind or nature whatsoever\nupon, or in any maneuver to bind, the interest of Landlord in the premises or to\ncharge the rentals payable hereunder for any claim in favor of any person\ndealing with Tenant, including those who may furnish materials or perform labor\nfor any construction or repairs, and each such claim shall affect and each such\nlien shall attach to, if at all, only the leasehold interest granted to Tenant\nby this instrument. Tenant covenants and agrees that it will pay or cause to be\npaid all sums legally due and payable by it on account of any labor performed or\nmaterials furnished in connection with any work performed on the premises on\nwhich any lien is or can be validly and legally asserted against its leasehold\ninterest in the premises or the improvements thereon and that it will save and\nhold Landlord harmless from any and loss, cost or expense based on or arising\nout of asserted claims or liens against the leasehold estate or against the\ntight, title and interest of thus Landlord in the premises or under the terms of\nthis lease.\n\n      22. Notices. Each provision of this instrument or of any applicable\ngovernmental laws, ordinances, regulations and other requirements with reference\nto the sending, mailing or delivery of any notice or the making of any payment\nby Landlord to Tenant or with reference to the sending, mailing or delivery of\nany notice or the making of any payment by Tenant to Landlord shall be deemed to\nbe complied with when and if the following steps are taken:\n\n            (a) All rent and other payments required to be made by Tenant to\n      Landlord hereunder shall be payable to Landlord at the address herein\n      below set forth or at such other address as Landlord may specify from time\n      to time by written notice delivered in accordance herewith. Tenant's\n      obligation to pay rent and any other amounts to Landlord under the terms\n      of this lease shall not be deemed satisfied until such rent and other\n      amounts have been actually received by Landlord.\n\n            (b) All payment required to be made by Landlord to Tenant hereunder\n      shall be payable to Landlord at the address herein below set forth, or at\n      such other address within the continental United States as Tenant may\n      specify from time so time by written notice delivered in accordance\n      herewith.\n\n            (c) Any notice or document required or permitted to be delivered\n      hereunder shall be deemed to be delivered when actually received when\n      deposited in the United States Mail, postage prepaid, Certified or\n      Registered Mail, hand delivery or overnight mail, addressed to the parties\n      hereto at the respective addresses set out below, or as such other address\n      as they have theretofore specified by written notice delivered in\n      accordance herewith.\n\n     Landlord:                                  Tenant:\n                                                \nOpus East, L.L.C.                          Mohawk Industries, Inc.             \n6707 Democracy Boulevard, Suite 510        1910 Park 100 Drive                 \nBethesda, Maryland 20817                   Glen Burnie, Maryland 21061         \nAttn:  Geoffrey R. Lilja, Director         Attn: Larrry Morris, Vice President \n       of Leasing                                 \n\n(See Addendum Paragraph 8)\n\n      If and when included within the term \"Landlord\", as used in this\ninstrument, there are more than one person, firm or corporation, all shall\njointly arrange among themselves for their joint execution of such a notice\nspecifying some individual as some specific address for the receipt of notices\nand payments to Landlord; if and when included within the term \"Tenant\", as used\nin this instrument, there are more than one person, firm or corporation, all\nshall jointly arrange among themselves for their joint execution of such a\nnotice specifying some individual at some specific address within the\ncontinental United States for the receipt of notices and payments to Tenant. All\nparties included within the terms \"Landlord\" and \"Tenant\", respectively, shall\nbe bound by notices given in accordance with the provisions of this paragraph to\nthe same effect as if each had received such notice.\n\n      23. Miscellaneous.\n\n      A. Words of any gender used in this lease shall be held and construed to\ninclude any other gender, and words in the singular number shall be held to\ninclude the plural, unless the contest otherwise requires.\n\n      B. The terms, provisions, covenants, and conditions contained in this\nlease shall apply to, insure to the benefit of, and be binding upon, the parties\nhereto and upon their respective heirs, legal representatives, successors and\npermitted assigns except as otherwise herein expressly provided. Each party\nagrees to furnish the other, promptly upon demand, a corporate resolution, proof\nof due authorization by partners, or other appropriate documentation evidencing\nthe due authorization of such party to enter into this lease.\n\n      C. The captions inserted in this lease are for convenience only and in no\nway define, limit or otherwise describe the scope or intent of this lease, or\nany provision hereof, or in any way affect the interpretation of this lease.\n\n      D. Tenant agrees from time so time within ten (10) days after request of\nLandlord, to deliver to Landlord, or Landlord's designee, an estoppel\ncertificate stating that this lease is in full force and effect, the date to\nwhich rent has been paid, the unexpired term of this lease and such other\nmatters pertaining so this lease as may be reasonably requested by Landlord. It\nis understood and agreed that Tenant's obligation to furnish such estoppel\ncertificates in a timely fashion is a material inducement for Landlord's\nexecution of this lease.\n\n      E. This lease may not be altered, changed or amended except by an\ninstrument in writing signed by both parties hereto.\n\n      F. All obligations of Tenant hereunder not fully performed as of the\nexpiration or earlier termination of the term of this lease shall survive the\nexpiration or earlier termination of the term hereof, including without\nlimitation all payment obligations with respect to taxes and insurance and all\nobligations concerning the condition of the premises. Upon the expiration or\nearlier termination of the term hereof, and prior to Tenant vacating the\npremises, Tenant shall pay to Landlord any amount reasonably estimated by\nLandlord as necessary to put the premises, including without limitation all\nheating and air conditioning systems and equipment therein, in good condition\nand repair. Tenant shall also, prior to vacating the premises, pay to Landlord\nthe amount, as estimated by Landlord, of Tenant's obligation hereunder for real\nestate taxes and insurance premiums one year in which the lease expires or\nterminates. All such amounts shall be used and held by Landlord for payments of\nsuch obligations of Tenant hereunder, with Tenant being liable for any\nadditional costs therefor upon demand by Landlord, or with any excess to be\nreturned so Tenant after all such obligations have been determined and\nsatisfied, as the case may be. Any security deposit held by Landlord shall be\ncredited against the amount payable by Tenant under this Paragraph 23(F).\n\n      G. If any clause or provision of this lease is illegal, invalid or\nunenforceable under present or future laws effective during the term of this\nlease, then and in that event, it is the intention of the parties hereto that\nthe remainder of this lease shall not be affected thereby, and it is also the\nintention of the parties of this lease that in lieu of each clause or provision\nof this lease that is illegal, invalid or unenforceable, there be added as a\npart of this lease contract a clause or provision as similar in terms to such\nillegal, invalid or unenforceable clause or provision as may be possible and be\nlegal, valid and enforceable.\n\n      H. Because the premises are on the open market and are presently being\nshown, this lease shall be treated as an offer with the premises being subject\nto prior lease and offer subject to withdrawal or non-acceptance by Landlord or\nto other use of the premises without notice, and this lease shall not be valid\nor binding unless and until accepted by Landlord in writing and a fully executed\ncopy delivered to both parties hereto.\n\n      I. All references in this lease to \"the date hereof\" or similar references\nshall be deemed to refer to the last date, in point of time, on which all\nparties hereto have executed this lease.\n\n      24. Additional Provisions.\n\n      EXECUTED BY LANDLORD, this 14th day of March, 1997.\n\n                                          LANDLORD:\n\n\nAttest\/Witness                            OPUS EAST, L.L.C.                  \n                                          -----------------------------------\n\/s\/ [ILLEGIBLE]                           By: \/s\/ [ILLEGIBLE]\n-----------------------------------       -----------------------------------\nTitle: Vice President                     Title: President                \n-----------------------------------       -----------------------------------\n\n     EXECUTED BY TENANT, this 10th day of March, 1997.\n\n                                          TENANT\n\n                                      \nAttest\/Witness: Theal E. Mackey, Jr.      MOHAWK INDUSTRIES, INC.              \n-----------------------------------       -----------------------------------  \n\/s\/ Theal E. Mackey, Jr.                  By: \/s\/ [ILLEGIBLE]\n-----------------------------------       -----------------------------------  \nTitle: Controller                         Title: Exec. V.P.\n-----------------------------------       -----------------------------------  \n\n \n                                ADDENDUM TO LEASE\n\n                                 BY AND BETWEEN\n\n                                OPUS EAST, L.L.C.\n\n                                       AND\n\n                             MOHAWK INDUSTRIES, INC.\n\nThe printed part of the Lease Agreement is hereby modified and supplemented as\nfollows. Wherever there is any conflict between this Addendum and the printed\npart of the Lease Agreement, the provisions of this Addendum are paramount and\nthe Lease Agreement shall be construed accordingly.\n\n1. Insert the following language at the end of Section 1, as indicated:\n\n      \"Termination. Tenant shall have the right to terminate this Lease\neffective 12:01 a.m. local time on the first day of the eighty-fifth (85th) full\nmonth of the Lease Term by providing Landlord with two hundred seventy (270)\ndays prior written notice. Upon such termination, each party shall be relieved\nof its obligations to the other party hereunder, except with respect to\nindemnifications by each party relating to events occurring during the Lease\nterm. It is understood that in the event of default, termination of the Lease\nwill not release Tenant from any obligation under the Lease. Upon such\ntermination, each party shall be relieved of its obligation to the other party\nhereunder, except with respect to indemnification by each party relating to\nevents occurring during the Lease term, and any other matters which either\nexpressly or by their very nature survive termination.\"\n\n2. Insert the following language where indicated in Section 2.A:\n\n      \";and, for months forty-nine (49) through eighty-four (84) of the term\nhereof at the rate of Sixty-Seven Thousand Eight Hundred Sixty and No\/100\nDollars ($67,860.00) per month; and, for months eighty-five (85) through one\nhundred twenty (120) of the term hereof at the rate of Seventy-Four Thousand One\nHundred and No\/100 Dollars ($74,100.00) per month.\"\n\n3. Insert the following language at the end of Section 5.C., as indicated:\n\n      \"During the term, Tenant will pay as additional rent to Landlord Tenant's\nproportionate share of common area expenses. The term \"common area\" shall mean\nthose areas and facilities which may be furnished from time to time by the\nLandlord at or near the premises for the nonexclusive use of Landlord's tenants,\ntheir officers, employees, invitees and customers. The term \"common area\nexpense\" shall include but not be limited to the total cost and expenses\nincurred by the Landlord, including property management fees not to exceed 3% of\ngross receipts from Tenant, landscaping maintenance, trash removal, exterior\npainting, utility casts, snow removal, policing of the premises, Anne Arundel\nCounty Fire Protection charge, and other costs of maintaining, repairing,\nlighting and cleaning the common areas or any off-site easement areas to the\nextent of any charges incurred by Landlord. Tenant agrees to pay its\nproportionate share of the common area expenses within ten (10) days after\nwritten request therefore by Landlord and Tenant further agrees that, in lieu\nthereof, that upon prior request of the Landlord, Tenant will pay the same in\nequal monthly installments as estimated in bills for each lease year with\nappropriate adjustments being made at the end of each lease year. The Tenant's\nproportionate share of common area expenses shall be one hundred percent (100%)\nof the project.\n\n      Tenant acknowledges that the Premises are part of a larger development,\nand that certain dues or assessments may be levied in connection with\nmaintenance and repair of signage serving the occupants of the development, as\nthe same may be erected from time to time. In the event any such signage is\nerected and Tenant is included thereon, tenant shall be responsible for its\nprorata share of costs related to the maintenance and repair of the signage\"\n\n \n4. Insert the following language as Section 5F, as indicated:\n\n      \"5.F. Landlord shall at its expense maintain only the roof, foundation and\nthe structural soundness of the exterior walls of the building in good repair,\nreasonable wear and tear excepted. Tenant shall repair, and pay for any damage\ncaused by the negligence of Tenant, or Tenant's employees, agents or invitees,\nor caused by Tenant's default hereunder. The term \"walls\" as used herein shall\nnot include windows, glass or plate glass, doors, special store fronts or office\nentrys. Tenant shall immediately give Landlord written notice of defect or need\nfor repairs, after which Landlord shall have reasonable opportunity to repair\nsame or cure such defect. Landlord's liability with respect to any defects,\nrepairs or maintenance for which Landlord is responsible under any of the\nprovisions of this lease shall be limited to the cost of such repairs or\nmaintenance or the curing of such defect.\"\n\n5. Insert the following language at the end of Section 11B of the Lease as\nindicated:\n\n      \"If during the last two (2) years of the Lease term the premises or a\nsubstantial portion of the building in which the premises are located are\nrendered substantially or wholly untenantable as a result of fire, the elements,\nunavoidable accident or other casualty, Landlord shall have the option either to\nrestore the premises to their condition immediately prior to the casualty or to\nterminate this Lease. In the event Landlord elects to terminate this Lease, such\noption shall be exercised by Landlord by written notice to Tenant within ninety\n(90) days after the fire, accident or casualty. In the event of such\ntermination, the rent reserved hereunder shall be adjusted as of the date of the\nfire, accident or casualty.\"\n\n6. Insert the following language where indicated in Section 12:\n\n      \"Additionally, Tenant shall at its expense procure and maintain throughout\nthe Term the following insurance policies: (1) insurance covering the full value\nof Tenant's property and improvements, and other property (including property of\nothers), in the Premises; (2) workman's compensation insurance, containing a\nwaiver of subrogation endorsement reasonably acceptable to Landlord, and (3)\nbusiness interruption insurance. Tenant's insurance shall provide primary\ncoverage to Landlord when any policy issued to Landlord provides duplicate or\nsimilar coverage, and in such circumstance Landlord's policy will be excess over\nTenant's policy.\n\n      In addition, Tenant shall procure such other insurance and in such amounts\nas may from time to time be reasonably required by Landlord, against other\ninsurable hazards which at the time are commonly insured against in the case of\npremises and\/or buildings or improvements similar in construction, design,\ngeneral location, use and occupancy to those on or appurtenant to the Premises.\n\n      The insurance set forth in Paragraphs 11 and 12 shall be maintained by\nTenant at not less than the limits set forth herein until reasonably required to\nbe changed from time to time by Landlord, in writing, whereupon Tenant covenants\nto obtain and maintain thereafter such protection in the amount or amounts so\nrequired by Landlord.\"\n\n7. Insert the following language where indicated in Section 17 of the Lease:\n\n      \"which may include all rental and other payments owed to Landlord\nhereunder accrued to the date of termination plus an amount equal to the present\nvalue of the total rental and other payments owed hereunder for the remainder of\nthe lease term.\"\n\n8. Insert the following additional notice addresses in Section 22 as indicated:\n\n      \"Additional notice addresses are as follows:\n\n      if to Landlord:\n\n            OPUS U.S. Corporation\n            700 Opus Center \n            9900 Bren Road \n            Minnetonka, MN 55343 \n            Attn: Dan F. Nicol, Esquire\n\n \n      if to Tenant:\n\n            Mohawk Industries, Inc.\n            2001 Antioch Road\n            Dalton, Georgia 30720\n            Attn: Jack Sharpe\"\n\n9. Insert the following language as Section 25 of the Lease:\n\n      \"WAIVER OF TRIAL BY JURY. Landlord and Tenant hereby waive trial by jury\nin any action, proceeding or counterclaim brought by either of the parties\nhereto against the other with regard to any matter whatsoever arising out of, or\nin any way connected with this Lease, the relationship of Landlord and Tenant\nhereunder, Tenant's use or occupancy of the Leased Premise, and\/or any claim of\ninjury or damage.\"\n\n10. Insert the following language as Section 26 of the Lease:\n\n      \"HAZARDOUS WASTE. The term \"Hazardous Substances\", as used in this lease\nshall mean pollutants, contaminants, toxic or hazardous wastes, or any other\nsubstances, the use and\/or the removal of which is required or the use of which\nis restricted, prohibited or penalized by any \"Environmental Law,\" which term\nshall mean any federal, state or local law, ordinance or other statute of a\ngovernmental or quasi-governmental authority relating to pollution or protection\nof the environment. Tenant hereby agrees that (i) no activity will be conducted\non the Premises that will produce any Hazardous Substance, except for such\nactivities that are part of the ordinary course of Tenant's business activities\n(the \"Permitted Activities\") provided said Permitted Activities are conducted in\naccordance with all Environmental Laws and have been approved in advance in\nwriting by Landlord; Tenant shall be responsible for obtaining any required\npermits and paying any fees and providing any testing required by any\ngovernmental agency; (ii) the Premises will not be used in any manner for the\nstorage of any Hazardous Substances except for the temporary storage of such\nmaterials that are used in the ordinary course of Tenant's business (the\n\"Permitted Materials\") provided such Permitted Materials are properly stored in\na manner and location meeting all Environmental Laws and approved in advance in\nwriting by Landlord; Tenant shall be responsible for obtaining any required\npermits and paying any fees and providing any testing required by any\ngovernmental agency, (iii) no portion of the Premises will be used as a landfill\nor a dump; (iv) Tenant will not install any underground tanks of any type; (v)\nTenant will not allow any surface or subsurface conditions to exist or come into\nexistence that constitute, or with the passage of time may constitute public or\nprivate nuisance; (vi) Tenant will not permit any Hazardous Substances to be\nbrought onto the Premises, except for the Permitted Materials described below,\nand if so brought or found located thereon, the same shall be immediately\nremoved, with proper disposal, and all required cleanup procedures shall be\ndiligently undertaken pursuant to all Environmental Laws. Landlord or Landlord's\nrepresentative shall have the right but not the obligation to enter the Premises\nfor the purpose of inspecting the storage, use and disposal of Permitted\nMaterials to ensure compliance with all Environmental Laws. Should it be\ndetermined, in Landlord's sole opinion, that said Permitted Materials are being\nimproperly stored, used, or disposed of, then Tenant shall immediately take such\ncorrective action as requested by Landlord. Should Tenant fail to take such\ncorrective action within 24 hours, Landlord shall have the right to perform such\nwork and Tenant shall promptly reimburse Landlord for any and all costs\nassociated with said work. If at any time during or after the term of the lease,\nthe Premises is found to be so contaminated or subject to said conditions,\nTenant shall diligently institute proper and thorough cleanup procedures at\nTenant's sole cost, and Tenant agrees to indemnify and hold Landlord harmless\nfrom all claims, demands, actions, liabilities, costs, expenses, damages and\nobligations of any nature arising from or as a result of the presence of\nHazardous Substances, to the extent caused by Tenant, its agents, employees,\ncontractors, invitees and the like. The foregoing indemnifications and the\nresponsibilities of Tenant shall survive the termination or expiration of this\nLease.\"\n\n11. Insert the following language as Section 27 of the Lease:\n\n      \"RENEWAL. Provided that this lease is in full force and effect and\nprovided that Tenant is not in default hereunder, (either at the time of the\ngiving of notice or at the time of the commencement of the renewal term) Tenant\n(but no other person or entity, whether or not such person is a subtenant or\nassignee of Tenant) shall be entitled to renew this lease for one (1) additional\nterm which is hereinafter referred to as \"the Renewal Term\") of five (5) years,\n\n \ncommencing on the date on which (but for such renewal) the term would have\nexpired and terminating on the fifth (5th) anniversary of such date (which\nanniversary shall, if this lease is so renewed, thereafter be the Termination\nDate for all purposes of the provisions of this lease as applicable thereafter),\nby and only by giving to the Landlord express, written notice of such renewal\nnot less than two hundred seventy (270) days before the date on which the\nRenewal Term is to commence (in which event the Term shall automatically be\ndeemed to have been extended by the length of the Renewal Term, and all\nreference to \"the Term\" in the provisions of this lease shall thereafter mean\nthe Term as so extended). All terms and conditions of this lease shall continue\nin full force and effect, except that (i) the Monthly Base Rent during the\nRenewal Term shall be the greater of (a) the fair market rent (\"Market Rate\")\nfor equivalent buildings in equivalent areas or (b) the rent in the last twelve\n(12) months of the original term and (ii) Tenant shall have no further renewal\noptions.\n\n      Tenant and Landlord shall make an effort in good faith to agree on such\nMarket Rate. Any such determination of the Market Rate shall be for the period\nof time during which such rent is to be in effect and not for the period of time\nduring which rental is being determined. In the event the Landlord and Tenant\nare unable to agree upon the Market Rate within 30 days of Tenant's notice to\nLandlord to renew, Landlord and Tenant shall each promptly appoint a real estate\nappraiser who is a member of the American Institute of Real Estate Appraisers\n(or its equivalent) to assist in the determination of the Market Rate, and the\ntwo appraisers shall appoint a third appraiser who is also a member of the\nAmerican Institute of Real Estate Appraisers (or its equivalent). The\ndetermination of the Market Rate by the agreement of any two of such three\nappraisers shall be accepted by and binding upon Landlord and Tenant as the\nMarket Rate, which rate shall thereafter be payable until further adjustment as\nprovided hereunder. Landlord and Tenant will use all reasonable diligence to\ncause their appointed appraisers to perform in good faith and in a timely manner\nin order to make the determination of the Market Rate on or before the date on\nwhich the Market Rate is to become effective. In the event such appraisers shall\nnot make such determination prior to the date on which the Market Rate is to\nbecome effective, this Lease shall nevertheless continue in full force and\neffect until such determination is made, and the rental for such period shall be\npayable at the rate otherwise payable hereunder. Upon the determination by such\nappraisers of the Market Rate, the payment of the Market Rate shall commence on\nthe first day of the month following the date of such determination, and in\naddition to such monthly installment of rental, Tenant shall pay to Landlord the\nincrease in the rental payable hereunder, if any, applicable to the period from\nthe date on which the Market Rate was scheduled to become effective to the\npayment of the first installment at the Market Rate. Landlord and Tenant shall\neach bear the costs and fees of their respective appraisers and shall share\nequally the cost of the third appraiser.\"\n\n12. Insert the following language as Section 28 of the Lease:\n\n      \"Landlord, at its sole cost and expense, shall improve the Premises in\naccordance with the Plans and Specifications, drawings A1-A3, prepared by Robert\nT. Hofmann &amp; Associates dated February 17, 1997 which shall consist of the\nfollowing:\n\n      a)    Minimum of twenty (20) dock doors (Series 426, 24 gauge sectional\n            steel with single lite or equal) equipped with manual edge of dock\n            plates and bumpers (MEOD 7220 or equal) and dock seals (TS183H or\n            Equal);\n\n      b)    Metal halide light fixtures to provide 20 foot candles at floor\n            level in a vacant warehouse;\n\n      c)    Approximately 8,000 square feet of office improvements built in\n            accordance with the schematic shown in Exhibit B herein; and\n\n      d)    Up to $20,000 allowance for miscellaneous warehouse electric.\"\n\n13. Insert the following language as Section 29 of the Lease:\n\n      \"LIABILITY OF SHAREHOLDERS. Any obligation or liability whatsoever of the\nLandlord (or Lessor) which may arise at any time under this Agreement or any\nobligation or liability which may be incurred by it pursuant to any other\ninstrument, transaction or undertaking contemplated hereby shall be satisfied,\nif at all, out of the Landlord's (or Lessor's) interest in the Premises and the\nproject which they form a part. No such obligations or liability shall be\npersonally binding upon nor shall resort for the enforcement thereof be had to\nany other property of the Landlord (or Lessor) or the private property of any of\nits Trust Property Managers, \n\n \nShareholders, officers, employees or agents, regardless of whether such\nobligations or liability is in the nature of contract, tort or otherwise.\"\n\n14. Insert the following language as Section 30 of the Lease:\n\n      \"Notwithstanding any provision of this Lease to the contrary, if this\nLease is entered into on or before March 14, 1997 and that certain Purchase and\nSale Agreement dated February 28, 1997 between Opus East, L.L.C. and Trammell\nCrow NE, Inc. (\"the Purchase Agreement\") is subsequently terminated due to\neither (i) Trammell Crow NE, Inc. not issuing the Affirmative Notice under\nparagraph 5.1.1. of the Purchase Agreement or (ii) the failure of any other\nCondition Precedent in subsection 5.3 of the Purchase Agreement to be satisfied\nin accordance with the terms thereof, then this Lease shall automatically\nterminate.\"\n\n15. Insert the following language as Section 31 of the Lease:\n\n      \"Landlord and Tenant represent to each other that they have not dealt with\nany brokers in connection with this Lease other than CB Commercial, whose\ncommissions shall be paid by Landlord pursuant to separate agreements. Landlord\nand Tenant shall indemnify and hold each other harmless against any claims for\nbrokerage or other commissions arising by reason of a breach of the aforesaid\nrepresentation and warranty.\"\n\n16. Insert the following language as Section 32 of the Lease:\n\n      \"This Lease shall be governed by and construed under the laws of the State\nof Maryland, without reference to its conflicts of laws principles. Tenant\nhereby consents to jurisdiction and venue in any court in the State of\nMaryland.\"\n\n \n                                    EXHIBIT A\n\n                                 BY AND BETWEEN\n\n                                OPUS EAST L.L.C.\n\n                                       AND\n\n                             MOHAWK INDUSTRIES, INC.\n\nLot 2-R, as shown on Administrative Plat recorded in Plat Book 190 at pages 27\nand 28, being formerly part of Lot 2 and Reserved Parcel 3, PARK 100 INDUSTRIAL\nDEVELOPMENT, Section 1, as shown on plat recorded in Plat Book 135 at pages 47\nand 48 among the land records of Anne Arundel County, Maryland, and\n\nLots 41, 42, 43, 44, 51, 52 and 53 Block L, as shown on Plat entitled \"ARUNDEL\nMANOR\", as recorded among the land records of Anne Arundel County, Maryland, in\nPlat Book 15, Page 3.\n\n                                    [GRAPHIC]\n\n \n                                    EXHIBIT B\n\n                                 BY AND BETWEEN\n\n                                OPUS EAST L.L.C.\n\n                                       AND\n\n                             MOHAWK INDUSTRIES, INC.\n\n                                    [GRAPHIC]\n\n \n                                    EXHIBIT C\n\n                                 BY AND BETWEEN\n\n                                 OPUS EAST LL.C.\n\n                                       AND\n\n                             MOHAWK INDUSTRIES, INC.\n\n                          Current Rules and Regulations\n\n1. The sidewalks in front of premises shall not be obstructed by the Tenant or\nused for any purposes other than ingress and egress from and to the Tenant's\noffices. Tenant shall remove promptly at its own expense, without the use of\nchemical, any snow or other debris from the sidewalks in front of premises. The\nLandlord shall in all cases retain the right to control or prevent access\nthereto by any person whose presence, in the Landlord's judgment, would be\nprejudicial to the safety, peace, character or reputation of the Building or of\nany tenant of the Property.\n\n2. The toilet rooms, water closets, sinks, faucets, plumbing and other service\napparatus of any kind shall not be used by the Tenant for any purpose other than\nthose for which they were installed, and no sweepings, rubbish, rags, ashes,\nchemicals or other refuse or injurious substances shall be placed therein or\nused in connection therewith by the Tenant.\n\n3. No skylight, window, door or transom of the Building shall be covered or\nobstructed by the Tenant, and no window shade, blind curtain, screen, storm\nwindow, awning or other material shall be installed or placed on any window or\nin any window space, except as approved in writing by the landlord. If the\nLandlord has installed or hereafter installs any shade, blind or curtain in the\npremises, the Tenant shall not remove it without first obtaining the Landlord's\nwritten consent hereto.\n\n4. No sign, lettering, insignia, advertisement, notice or other thing shall be\ninscribed, painted, installed, erected or placed in any portion of the premises\nwhich may be seen from outside the Building, or on any window, window space or\nother part of the exterior or interior of the Building, unless first approved in\nwriting by the Landlord. Names on suite entrances shall be provided by and only\nby the Landlord and at the Tenant's expense, using in each instance lettering of\na design and in a form consistent with the other lettering in the Building, and\nfirst approved in writing by the Landlord. The Tenant shall not erect any stand,\nbooth or showcase or other article or matter in or upon the premises and\/or the\nBuilding without first obtaining the Landlord's written consent thereto.\n\n5. The Tenant shall not place any additional lock upon the door within the\npremises or elsewhere upon the Property without Landlord's written consent, and\nshall surrender all keys or all such locks at the end of the Term. The Landlord\nshall provide the Tenant with one set of keys to the premises when the Tenant\nassumes possession thereof.\n\n6. The Tenant shall not do or permit to be done anything which obstructs or\ninterferes with the rights of any other tenant of the Property. The Tenant shall\nnot keep anywhere within the Property any matter having an offensive odor, or\nany kerosene, gasoline, benzine, camphene, fuel or other explosive or highly\nflammable material. No bird, fish or other animal shall be brought into or kept\nin or about the premises.\n\n7. If the Tenant desires to install signaling, telegraphic, telephonic,\nprotective alarm or other wires, apparatus or devices within the premises, the\nLandlord shall direct where and how they are to be installed and, except as so\ndirected, no installation, boring or cutting shall be permitted. The Landlord\nshall have the right (a) to prevent or interrupt the transmission of excessive,\ndangerous or annoying current of electricity or otherwise into or through the\nBuilding or the premises, (b) to require compliance with such reasonable rules\nas the Landlord may establish relating thereto, and (c) in the event of\nnoncompliance with such requirements or rules, immediately to cut wiring or do\nwhatever else it considers necessary to remove the danger,\n\n \nthe number of the office to which such wire leads and the purpose for which it\nis used, together with the names of the Tenant or other concern, if any,\noperating or using it.\n\n8. The Tenant shall have access to the premises at all reasonable times. The\nLandlord shall in no event be responsible for admitting or excluding any person\nfrom the premises. In case of invasion, hostile attack, insurrection, mob\nviolence, riot, public excitement or other commotion, explosion, fire or any\ncasualty, the Landlord shall have the right to bar or limit access to the\nBuilding to protect the safety of occupants of the Property, or any property\nwithin the Property.\n\n9. Tenant and its employees, agents and invitees, shall observe and comply with\nthe driving and parking signs and markers on the premises surrounding the\nBuilding.\n\n10. The Landlord shall have the right to rescind, suspend or modify the Rules\nand Regulations and to promulgate such other Rules or Regulations as, in the\nLandlord's reasonable judgment, are from time to time needed for the safety,\ncare maintenance, operation and cleanliness of the Building, or for the\npreservation of good order therein. Upon the Tenant's having been given notice\nof the taking of any such action, the Rules and Regulations as so rescinded,\nsuspended, modified or promulgated shall have the same force and effect as if in\neffect at the time at which the Tenant's lease was entered into (except that\nnothing in the Rules and Regulations shall be deemed in any way to alter or\nimpair any provision of such lease).\n\n11. The use of any room within the Building as sleeping quarters is strictly\nprohibited at all times.\n\n12. Nothing in these Rules and Regulations shall give any Tenant any right or\nclaim against the Landlord or any other person if the Landlord does not enforce\nany of them against any other tenant or person (whether or not the Landlord has\nthe right to enforce them against such tenant or person), and no such\nnonenforcement with respect to any tenant shall constitute a waiver of the right\nto enforce them as to the Tenant or any other tenant person.\n\n \n             SUBORDINATION NON-DISTURBANCE AND ATTORNMENT AGREEMENT\n\n      This Subordination, Non-Disturbance and Attornment Agreement (this\n\"Agreement\") dated March 21, 1997, is made among Mohawk Industries, Inc., a\nDelaware Corporation (\"Tenant\"), Opus East, L.L.C., a Delaware L.L.C.\n(\"Landlord\") and NationsBank, N.A., a national banking association\n(\"Mortgagee\").\n\n      WHEREAS, Mortgagee is the owner of a promissory note (herein, as it may\nhave been or may be from time to time renewed, extended, amended or\nsupplemented, called the \"Note\") dated 10-30-96, executed by Opus East, L.L.C.,\n(the \"Borrower\") payable to the order of Mortgagee in the principal face amount\nof $5,400,000, bearing interest and payable as therein provided, secured by,\namong other things, a Deed of Trust (herein, as it may have been or may be from\ntime to time renewed, extended, amended or supplemented, called the \"Mortgage\"),\nrecorded in Volume 7660. Page 411, real property records of Anne Arundel County,\nMD. covering, among other property, the land (the \"Land\") described in Exhibit\n\"A\" which is attached hereto and incorporated herein by reference, and the\nimprovements (\"Improvements\") thereon (such Land and Improvements being herein\ntogether called the \"Property\");\n\n      WHEREAS, Tenant is the tenant under a lease which, including all\namendments and supplements thereto, is described as follows: 187,200 SQUARE FEET\nAT 1910 PARK 100 DRIVE (herein, as it may from time to time be renewed,\nextended, amended or supplemented, called the \"Lease\"), covering a portion of\nthe Property (said portion being herein referred to as the \"Premises\"); and\n\n      WHEREAS, the term \"Landlord\" as used herein means the present landlord\nunder the Lease or, if the landlord's interest is transferred in any manner, the\nsuccessor(s) or assign(s) occupying the position of landlord under the Lease at\nthe time in question;\n\n      THEREFORE, in consideration of the mutual agreements herein, and for other\ngood and valuable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties agree as follows:\n\n      1. Subordination. Tenant agrees and covenants that the Lease and the\nrights of Tenant thereunder, all of Tenant's right, title and interest in and to\nthe property covered by the Lease, and any lease thereafter executed by Tenant\ncovering any part of the Property, are and shall be subordinate and inferior to\n(a) the Mortgage and the rights of Mortgagee thereunder, and all right, title\nand interest of Mortgagee in the Property, and (b) all other security documents\nnow or hereafter securing payment of say indebtedness of the Landlord (or any\nprior landlord) to Mortgagee which cover or affect the Property (the \"Security\nDocuments\"). This Agreement is not intended and shall not be construed to\nsubordinate the Lease to any mortgage, deed of trust or other security document\nother than those referred to in the preceding sentence, securing the\nindebtedness to Mortgagee. Without limitation of any other provision hereof,\nMortgagee may, at its option and without joinder or further consent of Tenant,\nLandlord, or anyone else, at any time after the date hereof subordinate the lien\nof the Mortgage (or any other lien or security interest held by Mortgagee which\ncovers or affects the Property) to the Lease by executing an instrument which is\nintended for that purpose and which specifies such subordination and, in the\nevent of any such election by Mortgagee to subordinate, Tenant will execute any\ndocuments required to evidence such subordination; provided however,\nnotwithstanding that the Lease may by unilateral subordination by Mortgagee\nhereafter be made superior to the lien of the Mortgage, the provisions of the\nMortgage relative to the rights of Mortgagee with respect to proceeds arising\nfrom an eminent domain taking (including a voluntary conveyance by Landlord)\nand\/or insurance payable by reason of damage to or destruction of the Premises\nshall be prior and superior to and shall control over any contrary provisions in\nthe Lease.\n\n      2. Non-Disturbance. Mortgagee agrees that so long as the Lease is in full\nforce and effect and Tenant is not in default in the payment of rent, additional\nrent, or other payments or in the performance of any of the other terms,\ncovenants or conditions of the Lease on Tenant's part to be performed (beyond\nthe period, if any. specified in the Lease within which Tenant may cure such\ndefault),\n\n            (a) Tenants possession of the Premises under the Lease shall not be\n      disturbed or interfered with by Mortgagee in the exercise of any of its\n      rights under the Mortgage, including any foreclosure or conveyance in lieu\n      of foreclosure, and\n\n            (b) Mortgagee will not join Tenant as a party defendant for the\n      purpose of terminating Tenant's interest and estate under the Lease in any\n      proceeding for foreclosure of the Mortgage.\n\n      3. Attornment.\n\n            (a) Tenant covenants and agrees that in the event of foreclosure of\n      the Mortgage, whether by power of sale or by court action, or upon a\n      transfer of the Property by conveyance in lieu of foreclosure (the\n      purchaser at foreclosure or the transferee in lieu of foreclosure,\n      including Mortgagee if it is such purchaser or transferee, being herein\n      called \"New Owner\"), Tenant shall attorn to the New Owner as Tenants new\n      landlord, and agrees that the Lease shall continue in full force and\n      effect as a direct lease between Tenant and New Owner upon all of the\n      terms, covenants, conditions and agreements set forth in the Lease and\n      this Agreement, except for provisions which are impossible for Mortgagee\n      to perform; provided, however, that in no event shall the New Owner be:\n\n                  (i) liable for any act, omission, default, misrepresentation,\n            or breach of warranty, of any previous landlord (including Landlord)\n            or obligations accruing prior to New Owner's actual ownership of the\n            property;\n\n                  (ii) subject to any offset, defense, claim or counterclaim\n            which Tenant might be entitled to assert against any previous\n            landlord (including Landlord);\n\n\nSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT\nPage 1\n\n \n                  (iii) bound by any payment of rent, additional rent or other\n            payments, made by Tenant to any previous landlord (including\n            Landlord) for more than one (1) month in advance;\n\n                  (iv) bound by any amendment, or modification of the Lease\n            hereafter made, or consent by any previous landlord (including\n            Landlord) under the Lease to any assignment or sublease hereafter\n            granted, without the written consent of Mortgagee; or\n\n                  (v) liable for any deposit that Tenant may have given to any\n            previous landlord (including Landlord) which has nor, as such, been\n            transferred to New Owner.\n\n            (b) The provisions of this Agreement regarding attornment by Tenant\n      shall be self-operative and effective without the necessity of execution\n      of any new lease or other document on the part of any party hereto or the\n      respective heirs, legal representatives, successors or assigns of any such\n      party. Tenant agrees, however, to execute and deliver at any time and from\n      time to time, upon the request of Landlord or of any holder(s) of any of\n      the indebtedness or other obligations secured by the Mortgage, any\n      instrument or certificate which, in the reasonable judgement of Landlord\n      or of such holder(s), may be necessary or appropriate in any such\n      foreclosure proceeding or otherwise to evidence such attornment,\n      including, if requested, a new lease of the Premises on the same terms and\n      conditions as the Lease for the then unexpired term of the Lease.\n\n      4. Estoppel Certificate. Tenant agrees to execute and deliver from time to\ntime, upon the request of Landlord or of any holder(s) of any of the\nindebtedness or other obligations secured by the Mortgage, a certificate\nregarding the status of the Lease, consisting of statements, if true (or if not,\nspecifying why not), (a) that the Lease is in full force and effect, (b) the\ndate through which rentals have been paid, (c) the date of the commencement of\nthe term of the Lease, (d) the nature of any amendments or modifications of the\nLease, (e) that no default, or state of facts which with the passage of time or\nnotice (or both) would constitute a default, exists under the Lease, and (f)\nsuch other matters as may be reasonably requested.\n\n      5. Acknowledgement and Agreement by Tenant. Tenant acknowledges and agrees\nas follows:\n\n            (a) Tenant acknowledges that Landlord will execute and deliver to\n      Mortgagee in connection with the financing of the Property an Assignment\n      of Leases and Rents assigning absolutely the rent and all other sums due\n      under the Lease. Tenant hereby expressly consents to such absolute\n      assignment and agrees that such assignment shall, in all respects, be\n      superior to any interest Tenant has in the Lease or the Property, subject\n      to the provisions of this Agreement. Tenant will not amend, alter,\n      terminate, or waive any provision of, or consent to the amendment,\n      alteration, termination or waiver of any provision of the Lease without\n      the prior written consent of Mortgagee, and no termination of the Lease,\n      whether pursuant to the terms of the Lease or otherwise, will be effective\n      without the prior written consent of Mortgagee. Tenant shall not prepay\n      any rents or other sums due under the lease for more than one (1) month in\n      advance of the due date therefor. Tenant acknowledges that Mortgagee will\n      rely upon this instrument in connection with such financing.\n\n            (b) Mortgagee, in making any disbursements to Landlord, is under no\n      obligation or duty to oversee or direct the application of the proceeds of\n      such disbursements, and such proceeds may be used by Landlord for purposes\n      other than improvement of the Property.\n\n            (c) From and after the date hereof, in the event of any act or\n      omission by Landlord which would give Tenant the right, either immediately\n      or after the lapse of time, to terminate the Lease or to claim a partial\n      or total eviction, Tenant will not exercise any such right (i) until it\n      has given written notice of such act or omission to the Mortgagee; and\n      (ii) until the same period of time as is given to Landlord under the Lease\n      to cure such act or omission shall have elapsed following such giving of\n      notice to Mortgagee and following the time when Mortgagee shall have\n      become entitled under the Mortgage to remedy the same, but in any event 30\n      days after receipt of such notice or such longer period of time as may be\n      necessary to cure or remedy such default, act, or omission including such\n      period of time necessary to obtain possession of the Property and\n      thereafter cure such default, act, or omission, during which period of\n      time Mortgagee shall be permitted to cure or remedy such default, act, or\n      omission; provided, however, that Mortgagee shall have no duty or\n      obligation to cure or remedy any breach or default. It is specifically\n      agreed that Tenant stall not, as to Mortgagee, require cure of any such\n      default which is personal to Landlord and therefore not susceptible to\n      cure by Mortgagee.\n\n            (d) In the event that Mortgagee notifies Tenant of a default under\n      the Mortgage, Note, or Security Documents and demands that Tenant pay its\n      rent and all other sums due under the Lease directly to Mortgagee, Tenant\n      shall honor such demand and pay the full amount of its rent and all other\n      sums due under the Lease directly to Mortgagee or as otherwise required\n      pursuant to such notice beginning with the payment next due after such\n      notice of default, without inquiry as to whether a default actually exists\n      under the Mortgage, Security Documents or otherwise in connection with the\n      Note, and notwithstanding any contrary instructions of or demands from\n      Landlord.\n\n            (e) Tenant shall send a copy of any notice or statement under the\n      Lease to Mortgagee at the same time such notice or statement is sent to\n      Landlord.\n\n            (f) Tenant has no right or option of any nature whatsoever, whether\n      pursuant to the Lease or otherwise, to purchase the Premises or the\n      Property, or any portion thereof or any interest therein, and to the\n      extent that Tenant has had, or hereafter acquires, any such right or\n      option, same is hereby acknowledged to be subject and subordinate to the\n      Mortgage and is hereby waived and released as against Mortgagee.\n\n            (g) This Agreement satisfies any condition or requirement in the\n      Lease relating to the granting of a non-disturbance agreement and Tenant\n      waives any requirement to the contrary in the Lease.\n\n\nSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT\nPage 2\n\n \n            (h) Mortgagee and any New Owner shall have no liability to Tenant or\n      any other party for any conflict between the provisions of the Lease and\n      the provisions of any other lease affecting the Property, including, but\n      not limited to, any provisions relating to exclusive or non-conforming\n      uses or rights, renewal options and options to expand, and in the event of\n      such a conflict, Tenant shall have no right to cancel the Lease or take\n      any other remedial action against Mortgagee or New Owner, or against any\n      other party for which Mortgagee or any New Owner would be liable.\n\n            (i) Mortgagee and any New Owner shall have no obligation nor incur\n      any liability with respect to the erection or completion of the\n      improvements in which the Premises are located or for completion of the\n      Premises or any improvements for Tenant's use and occupancy, either at the\n      commencement of the term of the Lease or upon any renewal or extension\n      thereof or upon the addition of additional space, pursuant to any\n      expansion rights contained in the Lease.\n\n            (j) Mortgagee and any New Owner shall have no obligation nor incur\n      any liability with respect to any warranties of any nature whatsoever,\n      whether pursuant to the Lease or otherwise, including, without limitation,\n      any warranties respecting use, compliance with zoning, Landlord's title,\n      Landlord's authority, habitability, fitness for purpose or possession.\n\n            (k) In the event that Mortgagee or any New Owner shall acquire title\n      to the Premises or the Property, Mortgagee or such New Owner shall have no\n      obligation, nor incur any liability, beyond Mortgagee's or New Owners then\n      equity interest, if any, in the Property or the Premises, and Tenant shall\n      look exclusively to such equity interest of Mortgagee or New Owner, if\n      any, for the payment and discharge of any obligations imposed upon\n      Mortgagee or New Owner hereunder or under the Lease or for recovery of any\n      judgment from Mortgagee, or New Owner, and in no event shall Mortgagee,\n      New Owner, nor any of their respective officers, directors, shareholders,\n      agents, representatives, servants, employees or partners ever be\n      personally liable for such judgement.\n\n            (l) Nothing heroin contained is intended, nor shall it be construed,\n      to abridge or adversely affect any right or remedy of Landlord under the\n      Lease in the event of any default by Tenant in the payment of rent and\/or\n      any other sums due under the Lease or in the performance of any of the\n      other terms, covenants or conditions of the Lease on Tenant's part to be\n      performed.\n\n            (m) Landlord has not agreed to any abatement of rent or other sums\n      or period of \"free rent\" for the Premises unless same is specifically\n      provided in the Lease, and Tenant agrees that in the event Mortgagee, or\n      any New Owner becomes the owner of the Property, no agreement for\n      abatement of rent or any other sum not specifically provided in the Lease\n      will be binding on Mortgagee or New Owner.\n\n            (n) Tenant has never permitted, and will not permit, the generation,\n      treatment, storage or disposal of any hazardous substance as defined under\n      federal, state, or local law, on the Premises or Property except for such\n      substances of a type and only in a quantity normally used in connection\n      with the occupancy or operation of buildings (such as non-flammable\n      cleaning fluids and supplies normally used in the day to day operation of\n      first class industrial building, which substances are being held, stored,\n      and used in strict compliance with federal, state, and local laws. Tenant\n      shall be solely responsible for and shall reimburse Landlord for any loss,\n      liability, claim or expense, including without limitation, cleanup and all\n      other expenses, that Landlord may incur by reason of Tenant's violation of\n      the requirements of this Paragraph 5(n).\n\n      6. Acknowledgement and Agreement by Landlord. Landlord, as landlord under\nthe Lease and grantor under the Mortgage, acknowledges and agrees for itself and\nits heirs, representatives, successors and assigns, that: (a) this Agreement\ndoes not constitute a waiver by Mortgagee of any of its rights under the\nMortgage, Note, or Security Documents, or in any way release Landlord from its\nobligations to comply with the terms, provisions, conditions, covenants,\nagreements and clauses of the Mortgage, Note, and Security Documents; (b) the\nprovisions of the Mortgage, Note, or Security Documents remain in full force and\neffect and must be complied with by Landlord; and (c) Tenant is hereby\nauthorized to pay its rent authorized and all other sums due under the Lease\ndirectly to Mortgagee upon receipt of a notice as set forth in paragraph 5(d)\nabove from Mortgagee and that Tenant is not obligated to inquire as to whether a\ndefault actually exists under the Mortgage, Security Documents or otherwise in\nconnection with the Note. Landlord hereby releases and discharges Tenant of and\nfrom any liability to Landlord resulting from Tenant's payment to Mortgagee in\naccordance with this Agreement. Landlord represents and warrants to Mortgagee\nthat a true and complete copy of the Lease has been delivered by Landlord to\nMortgagee.\n\n      7. Lease Status. Landlord and Tenant certify to Mortgagee that neither\nLandlord nor Tenant has knowledge of any default on the part of the other under\nthe Lease, that the Lease is bona fide and contains all of the agreements of the\nparties thereto with respect to the letting of the Premises and that all of the\nagreements and provisions therein contained are in full force and effect.\n\n      8. Notices. All notices, requests, consents, demands and other\ncommunications required or which any party desires to give hereunder shall be in\nwriting and shall be deemed sufficiently given or furnished if delivered by\npersonal delivery, by telegram, telex, or facsimile, by expedited delivery\nservice with proof of delivery, or by registered or certified United States\nmail, postage prepaid, at the addresses specified at the end of this Agreement\n(unless changed by similar notice in writing given by the particular party whose\naddress is to be changed). Any such notice or communication shall be deemed to\nhave been given either at the time of personal delivery or, in the case of\ndelivery service or mail, as of the date of first attempted delivery at the\naddress and in the manner provided herein, or, in the case of telegram, telex or\nfacsimile, upon receipt. Notwithstanding the foregoing, no notice of change of\naddress shall be effective except upon receipt. This Paragraph 8 shall not be\nconstrued in any way to affect or impair any waiver of notice or demand provided\nin this Agreement or in the lease or in any document evidencing, securing or\npertaining to the loan evidenced by the Note or to require giving of notice or\ndemand to or upon any person in any situation or for any reason.\n\n\nSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT\nPage 3\n\n \n      9. Miscellaneous.\n\n            (a) This Agreement supersedes any inconsistent provision of the\n      Lease.\n\n            (b) Nothing contained in this Agreement shall be construed to\n      derogate from or in any way impair or affect the lien, security interest\n      or provisions of the Mortgage, Note, or Security Documents.\n\n            (c) This Agreement shall inure to the benefit of the parties hereto,\n      their respective successors and permitted assigns, and any New Owner, and\n      its heirs, personal representatives, successors and assigns; provided,\n      however, that in the event of the assignment or transfer of the interest\n      of Mortgagee, all obligations and liabilities of the assigning Mortgagee\n      under this Agreement shall terminate, and thereupon all such obligations\n      and liabilities shall be the responsibility of the party to whom\n      Mortgagee's interest is assigned or transferred; and provided further that\n      the interest of Tenant under this Agreement may not be assigned or\n      transferred without the prior written consent of Mortgagee.\n\n            (4) THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION\n      SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND AND APPLICABLE\n      UNITED STATES FEDERAL LAW EXCEPT ONLY TO THE EXTENT, IF ANY THAT THE LAWS\n      OF THE STATE IN WHICH THE PROPERTY IS LOCATED NECESSARILY CONTROL.\n\n            (e) The words \"herein\", \"hereof\", \"hereunder\" and other similar\n      compounds of the word \"here\" as used in this Agreement refer to this\n      entire Agreement and not to any particular section or provision.\n\n            (f) This Agreement may not be modified orally or in any manner other\n      than by an agreement in writing signed by the parties hereto or their\n      respective successors in interest.\n\n            (g) If any provision of the Agreement shall be held to be invalid,\n      illegal, or unenforceable in any respect, such invalidity, illegality or\n      unenforceability shall not apply to or affect any other provision hereof,\n      but this Agreement shall be construed as if such invalidity, illegality,\n      or unenforceability did not exist.\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the date first above written. \n\n\nADDRESS OF MORTGAGEE:                   MORTGAGE:\n\n10 Light Street                         NATIONSBANK, N.A.\nBaltimore, Maryland 21202\nReal Estate Finance Group               By: \/s\/ Mindy Fang\nAttention: Mindy Fang                       ------------------------------------\n                                        Name:  Mindy Fang\n                                        Title: Vice President\n\n\nADDRESS OF TENANT:                      TENANT:\n\n1910 PARK 100 DRIVE                     MOHAWK INDUSTRIES, INC.\nGLEN BURNIE, MARYLAND 21061\nAttention: LARRY MORRIS                 By: \/s\/ S.H. Sharpe\n                                            ------------------------------------\n                                        Name:  S.H. Sharpe\n                                        Title: Exec. V.P.\n\n\nADDRESS OF LANDLORD:                    LANDLORD:\n\nc\/o Opus East, L.L.C.                   Opus East, L.L.C.\n6707 Democracy Boulevard\n Suite 510                              By: \/s\/ Joseph J. Rauenhorst\nBethesda, Maryland 20817                    ------------------------------------\nAttention:  Joseph J. Rauenhorst        Name:  Joseph J. Rauenhorst\n                                        Title: PRESIDENT\n                                          \n\nSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT\nPage 4\n\n \n                              GUARANTOR'S CONSENT\n\n      _________________, guarantor of the Lease, signs below to express its\nconsent to the foregoing Agreement and its agreement that its guaranty of the\nLease is and shall remain in full force and effect. \n\n                                          --------------------------------------\n                                       \n                                          By: \n                                              ----------------------------------\n                                          Title: \n                                                 -------------------------------\n                                       \nSTATE OF MARYLAND                    \n\nCITY OF BALTIMORE\n\n      This instrument was acknowledged before on March 21st, 1997, by Mindy Fang\nof NationsBank, a national banking association, on behalf of said association.\n\n\n                                          \/s\/ Marcia L. Simpson\n                                          --------------------------------------\n                                          Notary Public, State of Maryland\n\nMy Commission Expires:\n\nAug. 3, 1998                              Marcia L. Simpson\n                                          --------------------------------------\n                                          Printed Name of Notary Public\n\nSTATE OF GEORGIA\n\nCITY OF WHITFIELD\n\n      This instrument was acknowledged before me on MARCH 14, 1997 by S.H.\nSharpe of [Tenant] Executive Vice President, on behalf of said MOHAWK INDUSTR.\n\n\n                                          \/s\/ Cheryl W. Lindsey\n                                          --------------------------------------\n                                          Notary Public, State of GEORGIA\n\nMy Commission Expires:\n\nNotary Public, Whitfield County, Georgia\nMy Commission Expires January 19, 1998\n\n                                          Cheryl W. Lindsey\n                                          --------------------------------------\n                                          Printed Name of Notary Public\n\nSTATE OF MARYLAND\n\nCITY OF MONTGOMERY\n\n      This instrument was acknowledged before me on THE 19TH OF MARCH, 1997, by\nJOSEPH J. RAUENHORST of [Landlord] President, a _____________ on behalf of said\nOPUS EAST, L.L.C.\n\n\n                                          \/s\/ Diane B. Defibaugh\n                                          --------------------------------------\n                                          Notary Public, State of Maryland\n\nMy Commission Expires:\n\nOctober 25, 1999\n\n                                          Diane B. Defibaugh\n                                          --------------------------------------\n                                          Printed Name of Notary Public\n\n\nSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT\nPage 1\n\n \n                                  EXHIBIT \"A\"\n\n                         LEGAL DESCRIPTION OF THE LAND\n\nLot 2-R, as shown on Administrative Plat recorded in Plat Book 190 at pages 27\nand 28, being formerly part of Lot 2 and Reserved Parcel 3, PARK 100 INDUSTRIAL\nDEVELOPMENT, Section 1, as shown on plat recorded in Plat Book 135 at pages 47\nand 48 among the land records of Anne Arundel County, Maryland, and\n\nLots 41, 42, 43, 44, 51, 52 and 53 Block L, as shown on Plat entitled \"ARUNDEL\nMANOR\", as recorded among the land records of Anne Arundel County, Maryland, in\nPlat Book 15, Page 3.\n\n\nSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT\nPage 3\n\n \nSTATE OF _______      ss.\n                      ss.\nCOUNTY OF ______      ss.\n\n      This instrument was acknowledged before me on ____________, 19__, by\n__________________________ of [Guarantor]____________, a ______________________,\non behalf of said _____________.\n\n                                          \n                                          ______________________________________\n                                          Notary Public, State of ______________\n\nMy Commission Expires:\n\n______________________\n\n\n                                          ______________________________________\n                                          Printed Name of Notary Public\n\n\nSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT\nPage 2\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8244],"corporate_contracts_industries":[9462],"corporate_contracts_types":[9595,9579],"class_list":["post-41800","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mohawk-industries-inc","corporate_contracts_industries-manufacturing__textiles","corporate_contracts_types-land__md","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41800","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41800"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41800"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41800"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41800"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}