ASSIGNMENT OF LEASE AND AMENDMENT TO LEASE THIS ASSIGNMENT OF LEASE AND
AMENDMENT TO LEASE (this "Agreement") is made and entered into as of October 21,
2005, by and between GSEM, LLC, a Delaware limited liability company
(successor-in-interest to Red Branch Road, L.L.C., a Maryland limited liability
company) ("Landlord"), GSE SYSTEMS, INC., a Delaware corporation ("Tenant" and
"Assignor"), and BRIDGEWAY COMMUNITY CHURCH, INC., a Maryland religious
non-profit corporation ("Assignee").
RECITALS:
A. Landlord and Tenant entered into that certain Lease dated as of January
30, 1998 (the "Original Lease"), as amended by that certain First Amendment to
Lease dated as of November 1, 1999 (the "First Amendment") between Landlord and
Tenant, pursuant to which Landlord leased to Tenant and Tenant leased from
Landlord approximately 52,682 square feet of rentable area (the "Premises") and
located on approximately 4.779 acres of land at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ (the "Building"). The Original Lease and the First Amendment are
attached hereto as Exhibit A, and may be referred to herein collectively as the
"Lease".
B. The parties desire to enter into this Agreement to provide for (i) the
assignment of the Tenant's interest in the Lease by Tenant to Assignee, (ii) the
assumption of Tenant's obligations under the Lease by Assignee, (iii) Landlord's
consent to such assignment and assumption, and (iv) the amendment of certain
provisions of the Lease as of the Effective Date (as hereafter defined).
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Capitalized terms. Except as otherwise set forth herein, all capitalized
terms used in this Agreement shall have the same meaning given such terms in the
Lease. All references in this Agreement and in the Lease to "this Lease" or "the
Lease" shall mean and refer to the Lease as amended by this Agreement.
2. Assignment of Lease.
2.1 Assignment and Assumption. Effective as of the "Effective Date" (as defined
in Section 2.2 below) and subject to the conditions set forth in Section 2.3 and
2.4 below, (a) Assignor hereby assigns and transfers to Assignee all of
Assignor's rights, title and interest in, to and under the Lease, (b) Assignee
hereby accepts such assignment, and (c) for the benefit of both Assignor and
Landlord, Assignee hereby assumes all of Assignor's obligations under the Lease,
and agrees to be bound by and subject to all of the provisions of the Lease and
Landlord's rights thereunder and to timely perform all of the obligations of the
"Tenant" under the Lease as though Assignee was named the tenant thereunder
during the entire term of the Lease. From and after the "Rent Commencement
Date", as defined in Section 4.3 below, Assignee shall cause all utilities
servicing the Premises, the Building and the land to be placed in its name and
paid directly by Assignee to the provider thereof, to the extent required of the
Tenant under the Lease. Assignee shall reimburse Assignor for all amounts
relating to the Premises, the Building and the land that have been paid by
Assignor for periods following the Rent Commencement Date, including but not
limited to insurance payments made to Landlord, real estate taxes, Columbia
Association assessments and other governmental charges. Landlord agrees to
refund to Assignee any amount paid by Assignor under the Lease for Operating
Charges and Real Estate Taxes in excess of the amount(s) actually due for
periods prior to the Rent Commencement Date. Assignee shall indemnify and hold
Assignor harmless from and against any and all liability, loss, damage and
expense arising under the Lease from and after the Rent Commencement Date.
2.2 Effective Date; Termination. For the purposes of this Agreement,
the "Effective Date" shall be the date Tenant delivers possession of the
Premises to Assignee with the Delivery Condition Work (as defined in Section 2.4
below) substantially completed, except for minor "punch-list" items which do not
unreasonably interfere with Assignee's construction work in the Premises, which
date shall not be earlier than October 31, 2005 nor later than December 31,
2005. Notwithstanding the foregoing, Assignee's obligation to pay rent under the
Lease shall not commence until the Rent Commencement Date. Assignor shall
deliver possession of the Premises to Assignee following the date all of the
following conditions have occurred: (a) Assignor has vacated the Premises and
delivered the Assignor Fee (as defined in Section 2.3(e) below to Landlord; (b)
Landlord's current Mortgagee for the Premises, The Provident Bank, has consented
in writing to this Agreement; (c) Landlord and Assignee have entered into a
lease (herein, the "Lease Agreement"), substantially in the form of the Lease
Agreement dated July 1, 2005 (including the Option to Purchase Rider appended
thereto giving Assignee a one-time right to purchase the Property [the "Purchase
Option"]) between Landlord, as "Landlord", and Assignee, as "Tenant", pertaining
to Assignee's lease of the Premises following the expiration of the Lease and
continuing until May 31, 2018 (unless earlier terminated or extended as provided
therein); and (d) Tenant has substantially completed or caused to be
substantially completed the Delivery Condition Work, minor "punch-list" items
excepted. Notwithstanding anything to the contrary contained in this Lease, if
on or before 5:00 p.m. Pacific Time on the date which is fifteen (15) days after
the date of this Agreement either (i) Landlord and Assignee have not entered
into the Lease Agreement, or (ii) Landlord's current Mortgagee has not consented
in writing to this Agreement, including, without limitation, Mortgagee's
agreements with Assignee to provide notice and cure to Assignee, and/or other
assurances reasonably satisfactory to Assignee, effectively preserving
Assignee's right to exercise its option to purchase the Premises pursuant to the
Purchase Option following a default by Landlord under its loan with Mortgagee (a
copy of which consent shall have been provided to Assignee), or (iii) Landlord
and Assignor have not executed and delivered to Assignee an estoppel
certificate, in form and substance reasonably satisfactory to Assignee,
certifying to Assignee that (1) the Lease is still in full force and effect, and
has not been further amended, modified or supplemented, except in accordance
with the terms of this Assignment; (2) that neither Assignor nor Landlord is in
default of the provisions of the Lease, and that neither has any claim, defense,
or liability to the other which would be binding on Assignee after the Effective
Date, (3) setting forth and confirming the respective amounts of the
installments of real estate taxes, Columbia Association assessments, and all
other governmental charges of any kind and nature paid by Assignor to Landlord
(or directly to the applicable taxing authority) for the current calendar or
assessment year, and the amounts of monthly deposits on account of Required
Insurance paid to Landlord for the current year, under Sections 5A and 13.1 of
the First Amendment to Lease; and (4) representing and warranting to Assignor
that neither Landlord nor Assignor (to their actual knowledge) has received
written notice of any violation from the ground lessors under the ground lease
encumbering the Premises, or from any governmental authority or
quasi-governmental authority (including, without limitation, The Columbia
Association, Inc., and the Oakland Ridge Industrial Park Association, Inc.
relating to (x) the delinquency of taxes, dues or assessments with respect to
the Premises, (y) violations of zoning, fire or building code laws, ordinances,
covenants, or rules with respect to the Premises, or (z) any other written
notice relating to the condition of the Premises or the occupancy thereof
(including any notice of proposed governmental action regarding a
"Condemnation"), then this Agreement shall automatically terminate as of such
date, and neither party shall have any further rights or obligations under this
Agreement. The parties hereto agree to use commercially reasonable efforts to
satisfy the above contingencies within the said 15-day period. In the event that
such contingencies are not satisfied or waived by the party having the benefit
thereof, then this Agreement shall automatically terminate and have no further
force or effect, except that upon the request of either party, the other party
shall execute and deliver an instrument confirming such termination of this
Agreement and notify Landlord of same.
2.3 Landlord's Consent. Landlord hereby consents to the foregoing
assignment and assumption, upon the following terms and conditions to each of
which Assignor and Assignee expressly agree:
(a) such consent is given without prejudice to Landlord's rights
under the Lease, as amended hereby;
(b) neither the assignment or Landlord's consent shall be deemed
to be the consent to or authorization for any further assignment or subletting
or parting with or sharing possession or occupancy of all or any part of the
Lease or the Premises;
(c) except as expressly provided in this Agreement, nothing
contained herein shall be construed as modifying, waiving, impairing or
affecting any of the provisions, covenants, and conditions in the Lease or any
of Landlord's rights or remedies under the Lease or waiving any breach of the
Assignor in the due keeping, performance or observance thereof;
(d) Assignor shall remain fully liable for the payment of all
rent and for the performance of all of the obligations of the Tenant under the
Lease from and after the Effective Date through the scheduled expiration of the
Term of the Original Lease, but in no event shall Assignor's liability exceed
its liability under the Original Lease, as amended by the First Amendment, if
this Agreement were not entered into; and (e) contemporaneous with the execution
of this Agreement, (i) Assignor shall pay to Landlord the amount of $6,500.00
(the "Assignor Fee"), which amount may be deducted from the cash security
deposit held by Landlord under the Original Lease, currently in the amount of
Forty-Three Thousand Nine Hundred One and 67/100 Dollars ($43,901.67) (the
"Existing Security Deposit") and (ii) Landlord shall return the remaining
balance of the Existing Security Deposit (after such deduction) to Tenant upon
the May 31, 2008 expiration or earlier termination of the Original Lease, in
accordance with the provisions therein.
2.4 Condition of the Premises. The parties hereto hereby acknowledge
and agree that the Premises is and shall be accepted by Assignee in its present
"as-is" condition, and except as provided herein neither Landlord nor Assignor
makes any representations or warranties whatsoever with respect to the Premises
or the condition thereof; provided, however, that notwithstanding the foregoing,
Assignor agrees that prior to delivering possession of the Premises to Assignee,
Assignor shall, at Assignor's sole cost and expense, cause the following work to
be completed in the Premises (collectively, the "Delivery Condition Work"); (a)
Assignor shall remove Assignor's furniture, trade fixtures, furnishings and
personal property from the Premises, and Assignor shall repair any damage to the
structural components and/or mechanical/electrical/plumbing systems of the
Building or exterior shell of the Building caused by such removal (and which
mechanical/electrical/plumbing systems of the Building shall be in opera ting
condition as of the Effective Date); (b) Assignor shall deliver the Premises to
Assignee broom-clean. Assignee acknowledges that neither Landlord nor Assignor
has investigated, and does not warrant or represent to Assignee, that the
Premises are fit for the purposes intended by Assignee or for any other purpose
or purposes whatsoever, and Assignee acknowledges that, other than Assignor's
obligation to perform or cause to be performed the Delivery Condition Work, the
Premises are to be leased to Assignee in their existing condition, i.e.,
"as-is", on and as of the Effective Date. Upon Assignor's delivery of possession
of the Premises to Assignee, Assignee shall conduct a walk-through inspection of
the Premises, at which time Assignee shall notify Assignor in writing of any
Delivery Condition Work items which have not been completed, and Assignor shall
promptly thereafter correct any such incomplete items, but such incomplete items
(and the completion thereof) shall not affect the Effective Date which sha ll be
determined pursuant to the provisions of Section 2.2 above. Assignee hereby
agrees that, except for the Delivery Condition Work, Assignee shall be solely
responsible for any and all actions, repairs, permits, approvals and costs
required for the rehabilitation, renovation, use, occupancy and operation of the
Premises in accordance with applicable laws, including, without limitation, all
governmental charges and fees, if any, which may be due or payable to applicable
authorities in connection therewith.
3. Assignor's Representations. Assignor hereby represents and warrants to
Landlord and Assignee as follows: (a) the Lease has not been assigned, modified,
supplemented or amended in any way by Assignor except as provided by this
Agreement; (b) the Lease and this Agreement represent the entire agreement among
the parties as to the Premises and the Assignment of the Lease; and (c) to
Assignor's knowledge, all conditions of the Lease to be performed by Landlord
necessary to the enforceability of the Lease have been satisfied, and neither
Landlord nor Assignor is in default thereunder.
4. Amendment of Lease.
4.1 Security Deposit. Within three (3) business days following
Assignee's execution of this Agreement, Assignee shall deposit with Landlord a
cash security deposit (the "Security Deposit") in the amount of Fifty Nine
Thousand Dollars ($59,000.00). The Security Deposit shall be held by Landlord as
security for the performance by Assignee of Assignee's obligations under the
Lease assumed by Assignee pursuant to the provisions of Section 2.1 above; such
Security Deposit shall be held and/or applied by Landlord in accordance with the
provisions of Article XI of the Original Lease.
4.2 Tenant's Address. From and after the Effective Date, Tenant's
address for notices set forth in Section 1.9 of the Original Lease is hereby
deleted and replaced with the following:
Bridgeway Community Church
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Dr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Senior Pastor
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
And copies of any notice or other required communication under the Lease given
by Landlord to Assignee, or by Assignee to Landlord, after the Effective Date
shall also be sent to Assignor at the following address, so long as Assignor has
any liability under the Lease:
GSE Systems, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Chief Executive Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
4.3 Assignee's Rent Commencement Date. Subject to the satisfaction of
the conditions set forth in Section 2.2 above, Landlord and Assignee hereby
agree that Assignee's obligation to pay Rent under the Lease shall not commence
until the earlier to occur of (a) the date Assignee commences construction of
the renovations described in Section 4.5 below, or (b) February 1, 2006 (the
"Rent Commencement Date") and further agree that from and after the Rent
Commencement Date the term "Lease Year", as defined in Section 3.4 of the Lease
shall mean the 12 month period commencing on the Rent Commencement Date and
expiring at 11:59 p.m. Eastern Time, on the day immediately preceding the first
anniversary thereof, and each successive 12 month period thereafter falling
within the Lease Term. For purposes of this Agreement, effective as of the Rent
Commencement Date, Landlord and Assignee hereby acknowledge the following
schedule for the payment by Assignee of Base Rent under the Lease, as hereby
amended:
(a) First Lease Year: at the annual rate of $647,922.15, in equal
monthly installments of $53,993.51 per month;
(b) Second Lease Year: at the annual rate of $667,359.81, in equal
monthly installments of $55,613.32 per month; and
(c) Third Lease Year: at the annual rate of $687,380.61, in equal
monthly installments of $57,281.72 per month until the expiration of the Lease
on May 31, 2008 (it being acknowledged that the Third Lease Year shall contain
fewer than 12 calendar months).
Landlord, Assignor and Assignee understand and agree that neither Base Rent nor
any other amounts that Tenant is obligated to pay under the Lease shall become
due and owing from Assignee under the Lease, as hereby amended, for the period
from the Effective Date until the day before the Rent Commencement Date, but
from and after the Rent Commencement Date Assignee shall become fully liable for
and pay as and when due all Base Rent and other amounts that Tenant is obligated
to pay under the Lease, including but not limited to the Tenant's proportionate
share of Operating Charges and Real Estate Taxes. Until the Rent Commencement
Date, Tenant shall continue to pay the Base Rent, and all other amounts that
Tenant is obligated to pay under the Lease, as provided under the Lease.
4.4 Use of the Premises. From and after the Effective Date, the
provisions of Section 6.1 of the Lease shall be deleted, and the following
provisions inserted therein in their place: "Landlord hereby acknowledges and
agrees that Tenant shall be permitted to use the Premises for religious
purposes, including its business office and worship facilities, and for any of
the other uses permitted under the Final Development Plan Criteria for Phase
III-A of the Oakland Ridge Industrial Center in Columbia, Maryland (herein "FDP
Criteria") governing the Premises (collectively, the "Permitted Use").
Notwithstanding the foregoing to the contrary, Tenant covenants and agrees that
in connection with the operation of Tenant's Permitted Use at the Premises, no
portion of the Premises shall be occupied or used, directly or indirectly, at
any time, or from time to time, for:
(a) a flea market, pawn shop, swap shop nr "outlet store" selling
merchandise that is used, damaged or discontinued, an auction, liquidation,
distress, bankruptcy or "going out of business" sale or any other sale
suggesting that business operations are to be discontinued;
(b) a fair, carnival, amusement park, circus, firing range or
fireworks store;
(c) a massage parlor, adult book store (which shall mean a store
which sells or offers for sale sexually explicit printed materials, audio or
videotapes or films and sexual devices), adult video store, peep show store, or
topless or strip club;
(d) a bar, tavern, pub, discotheque or nightclub (except that
parties involving dancing and music as part of and incidental to ordinary church
activities shall be permitted);
(e) a facility for the sale of paraphernalia for use with illicit
drugs;
(f) an off-track betting parlor or bingo parlor;
(g) or car wash; a new or used car dealership, gas station, auto
repair shop
(h) any use of flashing, traveling or rotating lights or signs,
television or other visual or mechanical devices in a manner so that they can be
seen outside of the Building, or the use of loudspeakers, telephones,
phonographs, radios or other audio or mechanical devices in a manner so that
they can be heard outside of the Premises.
4.5 Renovations. Assignor shall have no liability with regard to any
alterations performed by or for Assignee to the Premises, the Building or the
land upon which the Premises and Building are located. From and after the
Effective Date, the provisions of Sections 9.1 and 9.2 shall be deleted in their
entirety, and the following inserted therein in their place:
"9.1 Landlord is under no obligation to make any alterations,
decorations, additions, improvements or other changes in or to the Premises
(collectively, "Alterations"). Subject to Tenant's compliance with the
provisions of Section 9.2 of this Lease, Landlord hereby agrees that Tenant
shall be entitled to perform Alterations on or about the Premises, and Landlord
hereby agrees not to unreasonably withhold its consent to (a) interior
Alterations made to the Building or Alterations made to the entrances of the
Building as reasonably necessary for the conversion of the interior warehouse
portion of the Building and the entrances thereto in order to accommodate the
worship space for Tenant's religious services, (b) interior Alterations made to
the Building as reasonably necessary for the conversion of the interior office
portion of the Building to accommodate office, classroom and other support
functions, or (c) to the contractors, architects and engineers selected by
Tenant to perform such work. In the eve nt Landlord shall determine in the
exercise of its reasonable discretion that any such Alterations, or any such
contractor, architect or engineer designated by Tenant is not satisfactory,
Landlord shall advise Tenant in writing and shall state the specific reasons
therefor. In any event, Landlord shall notify Tenant of its approval or
disapproval of any such Alterations and/or contractor, architect, or engineer,
as the case may be, within ten (10) business days after Landlord's receipt of
Tenant's written request accompanied by the plans and specifications, name and
qualifications of such architect, contractor and/or engineer, as the case may
be. If Landlord fails to notify Tenant of such approval or disapproval and such
failure continues for five (5) business days after written notice of such
failure from Tenant, then Landlord shall be deemed to have approved the
Alterations and Tenant's designated architect, contractor or engineer, as the
case may be, so requested by Tenant. In the event that Tenant increa ses the
amount of square footage contained within the Building, there shall be no
adjustment in the Base Rent payable hereunder.
9.2 Any Alterations made by Tenant shall be made: (a) in a good,
workmanlike, first-class and prompt manner and free of claims for construction
liens; (b) using new materials only; (c) (if the Alterations will cost more than
$100,000) by a contractor approved by Landlord under the supervision of an
architect approved by Landlord); (d) in accordance with plans and specifications
prepared by an engineer or architect and approved by Landlord; and (e) in
accordance with Laws and requirements of any firm insuring the Building.
Landlord's approval of the plans and specifications for the Alterations shall
not be deemed to constitute Landlord's consent to subjecting its interest in the
Premises or the Building to liens which may be filed in connection therewith,
and Tenant shall promptly discharge any liens imposed on the Building or the
Property as a result of Tenant's Alterations. Landlord (in its capacity as the
owner of the Premises), at Tenant's cost, shall cooperate with Tenant in
securing building and o ther permits or authorizations required from time to
time for any Alterations permitted hereunder."
4.6 Assignor's Rights Upon Assignee Default. Upon and during the
occurrence of a default in the Assignee's performance of any obligations under
the Lease, as hereby amended, so long as Assignor has any liability under the
Lease, Assignor shall have the right to cure such default (together with the
right to enter upon the Premises if reasonably necessary) at the expense of
Assignee. In such event, Assignee shall immediately reimburse Assignor upon
demand for any and all costs reasonably incurred by Assignor in curing such
default and Landlord shall accept such cure for all purposes of the Lease as if
it had been carried out by Assignee.
4.7 Miscellaneous Deletions. Effective as of the Effective Date,
the following provisions of the Lease are hereby deleted in their entirety and
shall have no further force or effect: (a) Section 3.5 of the Original Lease,
and (b) Exhibit B attached to the Original Lease.
5. Brokers. Neither Landlord, Tenant nor Assignee has dealt with any broker
or agent in connection with the negotiation or execution of this Agreement,
other than Transwestern Commercial Services, and ▇▇▇▇▇▇▇▇ ▇▇▇▇ Company
(collectively, the "Brokers"), whose commissions shall be paid solely by Tenant.
Each party agrees to indemnify and defend the other party against and hold the
other party harmless from any and all claims, demands, losses, liabilities,
lawsuits, judgments, and costs and expenses (including, without limitation,
reasonable attorneys' fees) with respect to any leasing commission or equivalent
compensation alleged to be owing on account of the indemnifying party's dealings
with any real estate broker or agent other than the Brokers.
6. Authority. Each party executing this Agreement hereby represents and
warrants to the others that: (a) it is a duly organized and validly existing
limited liability company, partnership or corporation, as the case may be, and
is qualified to do business in the State of Maryland; (b) such persons and/or
entities executing this Agreement are duly authorized to execute and deliver
this Agreement on behalf and in accordance with such entity's operating
agreement (if the entity is a limited liability company), or such entity's duly
adopted resolution of its board of directors and by-laws (if the entity is a
corporation); and (c) this Agreement is binding upon the party in accordance
with its terms. Concurrently with Tenant's and Assignee's execution and delivery
of this Agreement to Landlord and/or within ten (10) days of Landlord's request,
Tenant or Assignee shall provide to Landlord a copy of any documents reasonably
requested by Landlord evidencing such qualification, organization, existence and
author ization.
7. Entire Agreement: No Further Modification. It is understood and
acknowledged that there are no oral agreements among the parties hereto
affecting this Agreement and this Agreement supersedes and cancels any and all
previous negotiations, arrangements, agreements and understandings, if any,
among the parties hereto, relating in any manner to the amendment and assignment
of the Lease, and none thereof shall be used to interpret or construe this
Agreement. This Agreement contains all of the terms, covenants, conditions,
warranties and agreements of the parties relating in any manner to the amendment
and assignment of the Lease, as provided herein, and except as expressly set
forth in this Agreement, all of the terms and provisions of the Lease, as hereby
amended, shall remain unmodified and in full force and effect.
8. Partial Invalidity; Separability. If any clause or provision in this
Agreement is illegal, invalid, or unenforceable under present or future laws,
then the remainder of this Agreement shall not be affected thereby and in lieu
of such clause or provision, there shall be added as a part of this Agreement a
clause or provision as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid and
enforceable.
9. Applicable Law; Venue and Forum. This Agreement shall be governed by,
and construed in accordance with, the laws of the state of Maryland. In the
event that any legal action should be filed by either party against the other,
the venue and forum for such action shall be the Circuit Court of ▇▇▇▇▇▇ County,
Maryland.
10. Waiver of Jury Trial. THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE THE RIGHT OF ANY OF THEM OR THEIR RESPRESENTATIVES,
SUCCESSORS OR ASSIGNS MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENTS
CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LANDLORD'S ENTERING INTO THIS
AGREEMENT.
11. Costs and Attorney's Fees. If any party hereto shall bring an action to
recover any sum due hereunder, or for any breach hereunder, and shall obtain a
judgment or decree in its favor, the court may award to such prevailing party
its reasonable costs and reasonable attorneys' fees, specifically including
reasonable attorneys' fees incurred in connection with any appeals thereof.
12. Counterparts. This Agreement may be executed in multiple counterparts,
each of which is to he deemed original for all purpose, but all of which
together shall constitute one and the same instrument.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written.
"LANDLORD" GSEM, LLC,
a Delaware limited liability company
By: BFG Management 1999, Inc.,
a Delaware corporation
Its Authorized Manager
By:_____________________________________
Printed Name:___________________
Its:____________________________
"TENANT" and "ASSIGNOR" GSE SYSTEMS, INC.
a Delaware corporation
By:_____________________________________
Printed Name:___________________
Its:____________________________
By:_____________________________________
Printed Name:___________________
Its:____________________________
"ASSIGNEE" BRIDGEWAY COMMUNITY CHURCH, INC.,
a Maryland religious non-profit
corporation
By:_____________________________________
Printed Name:___________________
Its:____________________________
By:_____________________________________
Printed Name:___________________
Its:____________________________
EXHIBIT A
COPY OF ORIGINAL LEASE AND
FIRST AMENDMENT
[Attached as the immediately following pages.]
