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HomeMy WebLinkAbout03-0747PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. O~- 7q7 /'~O}~q~--~ >~.. CIVIL ACTION - LAW CONFESSION OF JUDGMENT IN EJECTMENT CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attorney, the original or a copy of which is attached to the Complaint filed in this action, I appear for the Defendant and confess judgment in ejectment in favor of the Plaintiff and against the Defendant for possession of the real property described as follows: Situate in Cumberland County, Pennsylvania known and numbered as Suite No. 150 on the first floor of the PNC Bank Building 4242 Carlisle Pike Camp Hill, PA 17011-4158 And as more particularly set forth and described in the Lease, as amended Date:O/Itl0'3 Respectfully Submitted, SAIDIS, SHUFF, FLOWER & LINDSAY By: /~_ eof~'~YZ Sb/hff, Esquire #24848 ~11 ~;~e°t~StJeDet Camp Hill, PA 17011 (717) 737-3405 Attorney for Defendant PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. ?q7 CIVIL ACTION - LAW CONFESSION OF JUDGMENT IN EJECTMENT COMPLAINT FOR CONFESSION OF JUDGMENT UNDER RULE 2970 Bank, N.A., 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011. 2. The name and last known addresses of the Defendant is Productivity Point International, Inc. Successor in Interest to Productivity Point Int'l-Allentown, Inc. ("Defendant"), 4515 Falls of Neuse Road, Raleigh, North Carolina 27609 and Suite 150, PNC Bank Building, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011-4158. 3. Defendant executed and delivered to Plaintiff a Lease Agreement between PNC Bank, N.A. and Productivity Point International, Inc., Successor in Interest to Productivity Point Int'l-Allentown, Inc. dated August 22, 1996, as amended (the "Lease") for the property situate in Cumberland County, Pennsylvania, known and numbered as Suite No. 150 on the first floor of the PNC Bank Building, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011-4158 and as more particularly set forth and described in the Lease (the "Leased Property"). A true and correct photostatic reproduction of the original Lease including all amendments is attached hereto as Exhibit The name and address of the Plaintiff is PNC Bank, National Association, a/k/a PNC "A" and made a part hereof. 4. Defendant is in default of Defendant's obligations to make payment to Plaintiff as required in the Lease and by letter dated January 6, 2003, Plaintiff notified Defendant of such defaults. A copy of Plaintiff's letter is attached hereto as Exhibit "B" and made part hereof. 5. As of the date hereof Defendant has failed to cure its defaults under the Lease and Plaintiff has terminated the Lease and demanded that Defendant vacate the Leased Property and make payment in full of all outstanding amounts as provided in the Lease. A copy of Plaintiff's demand is attached hereto as Exhibit "C" and made a part hereof. 6. Judgment is not being entered by confession against a natural person in connection with a residential lease. 7. There has not been any assignment of the Lease. 8. Judgment in Ejectment has not been entered on the Lease in any jurisdiction; however, judgment for confession of the amounts due to Plaintiff under the Lease is being filed contemporaneously herewith before the Court of Common Pleas for Cumberland County, Pennsylvania. The amount due to Plaintiff as a result of Defendant's default is as follows: a. Rent due for November 1, 2002: $ 9,907.33 b. Late fees for November 2002: $ 990.73 c. Rent due for December 1, 2002: $ 9,907.33 d. Late fees for December 2002: $ 990.73 e. Rent due for January 1, 2003: $ 9,907.33 f. Late fees for January 2003: $ 990.73 g. Rent due February 2003 2 ho through October 2003 being nine months at $9,907.33 per month: Rent due November 2003 through October 2004 being twelve months at $10,293.33 per month: Attorneys' Commission: Total due to the Bank as of January 28, 2003: $ 89,165.97 $123,520.00 $ 24~538.02 $269,918.17 WHEREFORE, Plaintiff demands judgment in Ejectment in favor of Plaintiff and against Defendant, Productivity Point International, Inc., Successor in Interest to Productivity Point Int'l- Allentown, Inc., as authorized by the wan'ant of attorney contained in the Lease and in favor of Plaintiff and against Defendant, Productivity Point International, Inc. Successor in Interest to Productivity Point Int'l-Allentown, Inc., for possession of the Leased Property situate in Cumberland County, Pennsylvania known and numbered as Suite 150 on the fu'st floor of the PNC Bank Building, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011-4158 as more particularly described in the Lease, as amended. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY By: 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff EXHIBIT "A" LEASE AGREEMENT [Multi-Tenant] lVIADE this _/2 ~'/day of_g,~[ ~ ~L ,199 ~ , by and between PNC Bank, N.A. hereinaRer called "Lessor" and Anderson Associates, mc., T/A Productivi~ Point [ntematio-~al, hereinaRer called "Lessee". WITNESSETH THAT: I. LEASED PREMISES, Lessor hereby demises and leases to Lessee and Lessee hereby accepts and hires from Lessor that certain office space (the "Leased Premises") cons/sting of approximately 4,500 rentable square feet of floor space known and designated as Suite No. 150 on the first floor of the PNC Bank Building (as shown on floorplan attached hereto as Exhibit "B") ,located at 4242 Carlisle Pike, Camp Hill, PA 17011-4158 (the building"). (A) PARKING. Lessee shall have the right to use parking facilities Icoated in the rear of the Building. All parking is in common and will be made available to tenant during the term ofthis lease. · (B) TENANT IIVIPROVEMENTS. Lessor shall provide the tenant improvements as shown on Exhibit "B", with said a~npmvements match/ng the existing finishes in the premises, with the exception that the plumbing work required for the Lessee's proposed break room/lunch room shall be at Lessee's expense. In the event that Lessee exercises the Renewal Options defined in Section 2(B) below, Lessor shall provide a refurbishment allowance of up to $2.$0 per rentable sq. ft., or $11,250.00 upon the exercise of each option. These allowances must be used for the refurbishment of the demised premises. (C) EXPANSION: RIGHT OF FIRST REFUSAL. During the initial term of this Lease, Lessee shall have the Right Of First Refusal to lease the rema/ning vacant space made available by Lessor on the fa'st floor of the Building. Upon presentation from Lessor ora bona fide outside offer on such space, Lessee shall have one (I) week to respond to said bona fide offer by agreeing in writing to Lessor to enter into a Lease for the additional space within sixty (60) days, upon the terms and conditions contained in'said offer, or relinqUishing the Kight 0fF/rst Refusal on said' expansion space. CD) GENERAL STATEMENT OF coNDITION. Lessor hereby certifies that the Building is presently maintained in a tn'st-class manner similar to other fa-st-class commercial office buildings in the Camp Hill area. Lessor agrees to continue the upkeep and maintenance of the building in this manner througout the Lessee's tenancy at the Building. 2. TERM. The duration of this Lease shall be for the period set forth in this Section 2, unless sooner terminated under the provisions hereof. (A) PRIlVlARY TERM. The Primary Term shall commence on the 15th day of October, 1996 t mmencement Date") and z,,Co shall end at 5:00 P.M. on the 14th day of October, 2001, a total of sixty (60) months. Lessor shall not be liable for failure to deliver possession on the Commencement Date if the Leased Premises are not ready for occupancy because of a wrongful holding over or for any other cause beyond Lessors control. If Lessor does not deliver possession on the Commencement Date, the rent shall abate until possession is tendered. (B) OPTION(S) TO RENEW. Lessee, if not in default hereunder, shall have the option to extend the term ofthis Le~se for two (2) additional periods of five (5) years each (the "Renewal Term(s)"); All terms and conditions of this Lease shall remain in full force and effect during the Renewal Term, with the exception that Basic Rent during the first year of the first Renewal Term shall be 3% greater than the basic rental paid in the fifth (Sth) year of the Initial Term and this rent shall be increased by 3% per year through the fifth year of the Fiat Renewal Term; In the event that the Second Renewal Option is exercised by Lessee, the Base Rent during the Second Renewal Term above shall be subject to annual increases proportionate to any increases in the Consumer Price Index, as hereinafter defined, provided, however, that the increases do not exceed 5% annually during this Second Renewal Term. The Base Rent shall be adjusted and payable in accordance with the folIowing provisions: (a) The Consumer Price Index (hereinafter referred to as "Index") shall mean the "Consumer Price Index for all Urban Consumers", U.S. City Average, specified for "All Items", effective January I, 198tl (I 982-1984= 100), as promulgated by the Bureau of Labor Statistic~ of the United States Department of Labor. In the event that the Bureau compiles the Index on a different basis or if the Index shall be discontinued for any reason, the Lessor shall substitute any official index, convemion ['actor or table published by the Bureau of Labor Statistics, or any successor or similar government agency as shall be most nearly (b) The Base Rent'due hereunder shall be adjusted ' ~enewal, Tfl~, and on each anniversary thereafter [eac~, .... ~..~ ...... ,.. annually commencing on the first, day of the one rental for tl~e succeedin~ twelv= t~.~, ..... ~.. ,~ ~?.~y uace oemg cauea an "Adiustmenfr~ .... , ..... Second = ,- ~,.~/moron penoa snail be calculated as follow-- ~- ~--- ~,~-"-? J'. ~n each Adjus_tment Date, mu ltipHed by a fraction, the nume~tor of which shall be the Index published for the third month immediately preceding the ...... ,~u ~enc prod by Lessee to Lessor shall be Adjustment Da~e; and the denominator of which shah be the Index published for the third month preceding the month in which the fifth (5th) year of the First Renewal Term this Lease Agreement commenced. The resulting amount shall be the amount of the annual rental due for the ensuing lease yeaz; except that in each instance, the adjusted annual rental shall not be less than the Base Rent. Under no circumstances shall the rental ever be reduced or diminished by reason of'any downward movement in the Index (c) On or prior to each Adjustment Date, Lessor shall provide Lessee with a statement se~ng forth the adja~znents computed in accordance with paragraph (b) above, together with the new monthly rent due and payable on the Adjustment Date and the first day of e~ch month thereafter until the folloWing AdjusU~ent Date. (C) OPTION TO TERMINATE. Lessee, if not then in default under the Lease, shall have the right, with 120 days written notice, to terminate this Lease ifPNC Bank or its successors or assigns completely vacates the Building. Lessee shall not have the right to terminate under this provision if the Building is sold, assigned or otherwise t~nsferred to another banking or financial inst itution.~,, (D) SURRENDER AT END OF TERM; WAIVER. Lessee shall ~nediately surrender possession of the Leased Premises at the expiration of the Primary Term or ofany Renewal Term hereof or upon its prior termination. Lessee shall return the Leased Premises broom clean and free of debris, and in good order and condition, reasonable wear and tear and damage by fire or other hazard not occurring through any wilful or illegal act or omission of Lessee, its employees, agents or invitees, alone excepted. In addition, Lessee shall deliver to Lessor or its Managing Agent. if above named, ail keys, plastic cards or other entry devices for the Leased Premises, the Building and its appurtenances. LESSEE WAIVES ALL RIGHT TO ANY NOTICE WHICH ~y BE REQUIRED UNDER ANY LAWS NOW OR HEREAFTER ENACTED AND IN FORCE 1~ PENNSYLVANIA, INCLUDING THE LANDLORD AND TENANT ACT OF 195 I, ACT OF APRIL 6, 1951, AS AMENDED. LESSEE AGREES TO GIVE UP QUIET AND PEACEABLE POSSESSION OF THE LEASED PREMISES AT THE END OF THE PR/MARY TERM OR OF ANY RENEWAL TERM WITHOUT FURTHER NOTICE FROM LESSOR~ (E) HOLDING OVER. Lessee shall not remain [n possession of the Leased Premises after the termination of this Lease without the prior written consent of Lessor. Unless otherwise a~.reed, any holdover occupancy by Lessee shall be deemed to be on a month- to-month basis at a rental rathe e. qual to 200% oftheTen~'l rate otherwise in effect. 3. RENT. CA) ~ASIC RENT. Lessee agrees to pay to Lessor (or to Lessor's Managing Agent, if above named) at Lessor's address above set forth (or at such other place as Lessor or Lessor's Managing Agent shall from time to time designate in writing), in lawful money of the United States of America, a Gross Rental payable in monthly installments in advance and without notice, demand or set off, on the first day of each calendar month until the expffation of the Primary. Term, the sums set forth below. FROM TO MONTHLY RENTAL '~ctober 15, 1996 October 14, 1997 $ 5,812.50 ctober 15, 1997 October 14, 1998 $ 5,986.88 October 15, 1998 October 14, 1999 $ 6,166.49 ANNUAL RENTAL $ $ $ $ 69,750.00 73,997.88 76,217.76 78,504.24 October 15, 1999 October 14, 2000 5; 6,351.48 ~.r~Ctober 15, 2000 October 14, 2001 S 6,542.02 $ · , ~ ,, ~ ~, _ i -' -'""~ ~/T ~"~""'~-~ ~....s If said monthly Basic Rent is not0paid before the fifth (5th) ~ ~ tY ~ ~ on or d,;v o.~f the month, at Le ss or's option, a m on th ly late charge of i of'the monthly Basic Rent shall be du- -' d payable by Lessee as Additional Rent for e- ' "md every month that said monthly Basic Rent .:s delinquent. (B) LESS THAN A MONTH, In the event that this Lease commences on a day other than the first day ora month or terminates on a day other than the last day ora month, the rent for such partial month(s) shall be prorated based upon a 30-day month and shall be payable on the Commencement Date or on the f'u'st day of'the last month as the case may be. (C) ADDITIONAL RENT. In addition to Basic Rent, Lessee shall promptly pay to Lessor ail other sums of money and charges wh ich have been designated herein as Additional Rent. 4. UTILITIES AFFD SERVICES. .... ~-A)' UTILITIES TO BE SUPPLIED BY LESSOR. All of the following utilities and services, except those stricken, shall be supplied by and paid for by Lessor: Electric Hot Water LESSOR: Gas Cold Water By .. ~-~ Heat Sewer Air Conditioning Elevator JANITOR SERVICES: Please Initial Common Areas Interior of Leased Premises LESSEE: Window Washing (Exterior) By Other:. (Interior) Snow & Ice Removal Trash Disposal A. ll utilities or services stricken as above or not set forth in this Section 4 shall be the responsibility of Lessee. (B) INTERRUPTION OF SERVICES. This Lease shall not be affected and there will be no diminution or abatement of rent or other payments and no consWactive eviction shall be claimed or allowed bemuse of the interruption or curtailment of any services or utilities in or to the Leased Premises or from improvements made to the same. (C) EXCESSIVE USE. If any of the above utilities supplied by Lessor shall be used excessively by Lessee or excessive use is made of Lessor's trash disposal facilities, Lessee agrees to pay as Additional Rent a charge expressly imposed for such excessive use as billed by Lessor. (D) CARPETING. Lessor hereby agrees to make every effort to maintain the carpeting in LeSsee's premises, at Lessee's expense, during the initial term of this lease. (E) ELECTROI~IAGNETIC INTERFERENCE. Lessee hereby accepts the base building condition in an 'as-is" condition, subject toXhe~tenant improvements deemed herein. Lessor hereby cert-fies that it has no knowledge of any condition that would cause electromagnetic interference within the premises and will make every effort to ensure that the premises shall remain protected from electromag'netic interference during the term of this Lease. 5. USE CLAUSE. Lessee shall use the Leased Premises for computer training and office purposes only. Lessee shall not use the Leased Premises for any illegal purpose or any purpose which shall constitute a nuisance nor do or suffer anything to be done in or about the Leased Premises which will violate any laws, ordinances, rules, regulations or orders imposed or issued by any governmental entity or agency. 6. RULES A.ND REGULATIONS. Lessee, its employees, agents and invitees, shall comply witl~ all Rules and Regulations adopted by Lessor and with such reasonable changes or additions thereto as Lessor may from time to time adopt and submit to Lessee. A copy of the present Rules and RegUlations duly signed by Lessor and by Lessee is hereto attached, made part hereof and marked Exhibit "A". 7. LESSEE'S OBLIGATIONS. Lessee shall: (A) Use in a reasonable manner all utilities for which Lessor is responsible and all electrical, plumbing, sanitary, heating, ventilating, air conditioning and other facilities and appliances in the Leased Premises. (B) Conduct its business in a manner that will not be reasonably objectionable to other tenants in the building, including noise, vibration, odor or fumes. In the event Lessor receives complaints from other tenants in the Building and determines in its sole judgment, that Lessee's use and occupancy is reasonably objectionable to other tenant, Lessee agrees, upon notice from Lessor, to promptly modify its use so as to eliminate such objection. (C) Not permit any person on the Leased Premises to wilfullv or wantonly destroy, deface, damage, impair or remove any part of the structure of the Building, the Leas. "remises or the facilities, equipment or appurt- 'ces thereto or used in common nor shall Lessee do any such thing. (D) Not cause liens o£any kind (whether for materials, wages, labor or services) to be placed against the Building, lands or Leased Premises. If any such liens are filed, with or without Lessee's knowledge, Lessee shall immediately, at Lessees sole cost and expense, take whatever action is necessary to cause such liens to be satisfied and discharged. Lessee shall obtain and file appropr/ate lien waivers prior to the commencement of any work by Lessee in the Leased Premises. (E) Indemni~ and s~ve harmless Lessor from any and all loss, cost, ex ense and dama.o manner related to Lessee s breach of any of its covenants and oblioat' ~ ~,:~ .... .~ ...... _es _o, fany nature, arising out .o,f or in any Premises, ~ lo .... ,..~u,,u=~ ur to ~-essee s use and occupancy of the Leased 8. MAINTENANCE AND REPAIRS. (A) BY LESSOR. Except as hereinafter provided in Subsection. (B) below, Lessor shall maintain in good order, condition and repair the Building and all of its slructural and mechanical elements, including plumbing, air conditioning and electric systems,. windows, floors and all other items which constitute a part of the Leased Premises and which were installed or furnished by Lessor. Lessor shall also be responsible for repairing any damage to the Leased Premises which is caused by leakage of pipes, windows, roofs or exterior walls or which is caused by Lessor, its employees, agents or invitees. In addition, Lessor shall be responsible for the maintenance and repair of all common areas of the Building and appurtenances (including sidewalks, parking areas and landscaped areas). (B) BY LESSEE. (1) Maintenance and Repair Responsibility. At its sole cost and expense, Lessee shall at all times maintain the Leased Premises in a neat, clean and orderly condition including the interior surfaces of the ceilings, wails, floors, carpeting and doom. Lessee shall at all times and at its sole cost and expense, maintain in a neat, clean and orderly condition and repair all t-~xtures, appliances and special facilities installed by or for Lessee. Lessee shall be solely responsible for all repairs, including alterations to the Leased Premises which may be required by any governmental or public authority or agency or insurer during the term hereof. Lessee's obligations hereunder shall also include obtaining any and all local, state and federal permits and licenses required for Lessee's occupancy and use of the Leased Premises. (2) Repair Responsibility Only. Lessee shall at ali times and at its sole cost and expense, repair all damages to any property, real or personal (either within or without the Leased Premises) which have been caused by any wilful, neglieent or illegal act or omission of Lessee, its employees, agents'or invitees, except for damages resulting from unintentional or negligently caused fire or. other (3) Repair Standards. All maintenance and .repairs by Lessee shall be made in a first class, workmanlike manner by personnel or contractors previously approved by Lessor. Lessee shall require it personnel and contractors to comply with all building standard and other reasonable requirements of Lessor.. {~C) FAILURE BY LESSEE. In the event that Lessee fails in any material obligation it may have under this Section 8 to maintain the Leased Premises in good order, condition and repair, Lessor may give written notice to Lessee to perform the work which is reasonably required to remedy the.situation. If Lessee fails to commence such work within fifteen (15) days follow[ng the giving of such notice and to diligently prosecute the same to completion, Lessor may do either or both of the following: (i) enter the Leased Premises, perform such work and charge Lessee for the cost thereof as Additional Rent; (ii) treat such failure as an Event of Default under Section 17(A)(2) and, upon compliance therewith, proceed to exercise any of Lessor's remedies set forth in Section 17. (Y)) EMERGENCY REPAIRS. Whenever emergency repairs which are the responsibility, of Lessor are required to preserve the essential tenantability of the Leased Premises, the same shall be undertaken by l~essor as soon as reasonably and practically possible. (E) NON-LIABILITY OF LESSOR. Lessor shall not be liable for any injury to or interference with Lessee's business arising from the performance of any repairs, maintenance or improvements in or to the Building, the Leased Premises or to any appurtenances or equipment therein; provided, however, that Lessor shall perform all such work with due diligence and in a manner so as to minimize interference with Lessee's business. (F) REPLACEMENTS; RENEWALS. Whenever used in this Section 8. the term "repair" shall inctude all necessary replacements and renewals. . 9. ALTERATIONS; ADDITIONS. (A) BY LESSEE. Lessee shall not make any alterations, additions or improvements to the Leased Premises without the prior ',vrirten approval of Lessor. All such work shall Ge carried on at Lessee's cost and in a first class, workmanlike manner in accordance with building standard and other reasonable requirements of Lessor and in compliance with all governmental orders, regulations and permits. Such work shall be performed by responsible contractors approved by Lessor who will, prior to commencement of work, .. st~bmit satisfactory proof of insurance ' 'erage naming Lessor as an additional insure" (B) "AS BUILT" PLANS. Following completion of tach alterations, additions or improvements by Lessee, Lessee shall furnish Lessor with current "as built" plans and specifications reflecting such alterations, 'additions or improvements. (C) OWNE1LSHIP OF IMPROVEMENTS; REMOVAL. Unless otherwise agreed to in writing, all alterations, add/dons or improvements constituting any part of the structure of the Leased Premises or an integral pan of the Building systems shall become the property of Lessor at the end of the Term hereof or upon prior termination of this Lease and shall remain in and be surrendered with the Leased Premises, without disturbance or injury. Lessee, however, if not in default, m~ remove any other alterations, add/dons, fixtures, improvements, appliances or equipment installed by Lessee which can be removed without damage to or leaving incomplete the Building or the Leased Premises; provided, however (and anything herein to the contrary notwithstanding), Lessor may direct Lessee at the end' of the Term or of any prior termination, and whether or not Lessee is in default hereunder, to remove all alterations, additions,/mprovements, trade fixtures, appliances or other personal property, brought into or placed about the Leased Premises by Lessee or constructed or installed therein by Lessee (including but not limited to: partitions, cabinets, shelving, drapes, shades, fi~rniture, w/ring and plumbing) az may be specified in writing by Lessor. (D) REPAIR OF DAlVIAGES; RESTORATION. Lessee shall complete the removal of all such property referred to ia Subsection (C) above prior to the termination of the Pr/mary Term or Renewal Term, as the ease may be, repair all damages resulting therefi-om and make proper restoration of the Leased Premises. I0. ACCESS. Lessor hereby reserves the right on behalf of itself, its employees and agents to enter the Leased Prem/ses at all reasonable times for the purposes of inspection, making repairs or improvements or to exh'ibit the Leased Premises to prospective tenants, purchasers, mortgagees, appraisers, insurers, contractors or workmen without l/ability to Lessee for any loss of quietly enjoyment of the Leased Premises. When conveniently possible, Lessor shall give prior notice (oral or written) before any such entry.. Lessor shall not abuse the right of access or use it to harass Lessee. 11. LESSEE'S INSURANCE. (a) Lessee shall, at its sole cost and expense, maintain durLng the term hereof worker's compensation insurance in an amount required by [a~' and bodily injury liability and property damage [lability insurance adequate to protect Lessor and Lessor's agents against liability for injury to or death of any person in connection with the use, operation or condition of the Leased Premises and Lezsor's property. Such liability insurance at all times shall be in the amount of not less than Five Hundred Thousand Dollars ($500,000) for injuries to persons in one accident, not [ess than Five Hundred Thousand Dollars ($500,000) for injury to any one person and not less than Five Hundred Thousand Dollars ($$00,000) with respect to damage to property. If, in the reasonable opinion of the insurance broker retained by the Lessor, the amount of the [/ability insurance or the coverage afforded thereby at any time is not adequate, Lessee shall increase and alter the insurance coverage as required by Lessor's insurance broker (b) Lessee shall at all times dur~g the Lease term maintain in effect policies of insUrafi'ce '~overing its leasehold improvements (including any alterations as may be made by the Lessee); trade fixtures, merchandise and other personal pro e from m or On. the Lc. used Premises, in an amount not less than One Hundrea r'Tnm n ............. p rty 'me to time protection aaauast all r/sks covered by ~,,,4..,~ ~ ~.~: ......... ~ . heir acma~ repmcement cost. providi a ~overa=e Insurance, together with Insurance against vandalism and malicious mischiefi ia addition, Lessee shall carry, business risk insurance covering a period of at least one year and in an amount sufficient to cover all insurable business risks during such period.- (c) Ail insurance required to be carried'by Lessee shall be issued by responsible insurance companies, qualified to do business in the locality where the Leased Premises are located and reasonably acceptable to Lessor and shall provide (i) that no change or cancellation of said policies shall be made without th/sty (30) days prior written notice to Lessor and Lessee; (ii) that any coverage of Lessor or sum payable to Lessor shall be unaffected by any act or omission of Lessee or any other insured which might otherwise result in forfeiture of said insurance; and (iii) that the insurance company issuing the same shall not have any right ofsubrogation against Lessor or Lessor's insurer. Each policy and renewal shall name the Lessor as an additional insured. Copies of all policies or certificates evidencing the existence and amounts of said insurance shall be de[/vered to Lessor by Lessee upon request. Each policy shall also contain provisions required by any mortgagee o£Lessor's property or any portion thereof. Copies of all policies or certificates evidencing said insurance shall be delivered to Lessor at least five ($) days prior to the Commencement Date and renewals thereof shall be delivered to Lessor at least ten (10) days prior to the expiration of any such policy. If Lessee fails to adhere to the requirements of this Section I~, Lessor, in addition to any other remedies it may have;may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by LeSsee upon demand as ~dditional Rent. 12. DAMAGES BY FIRE OR OTHER CASUALTY. (a) Partial Damage. If, through no fault or negligence of Lessee, its employees, business patrons or invitees, the Leased Premises shall be partially damaged by fire or other casualty but not to such extent as to render the same wholly untenanmble, repairs shall be made by Lessor as soon as reasonably may be done and the rent shall be equitably apportioned according to the square footage of the Leased Premises rendered unusable from the date of such fire or casualty until the same are restored. (b) Lessor's Right to Terminate. If, however, in such event the damage by fire or other casualty shall be so extensive as to render the Leased Fremises wholly umenantable, the rent shall cease from the date of such destructio~ until such time as the Leased Premises are restored and rendered tenantable. Further, in ~he event (i) of damage which cannot be repaired within three (.3) months. (ii) Lessor's mortgagee elects to or, r . ~e the insurance proceeds and not to apply ti,' ~e towards restoration, or (ii/) the cost of repair to the entLre damage is more th:.. ~5% of the replacement cost of the Building t~,. -eased Premises is located, Lessor shall haw the' option of terminating this Lease Agreement. In the event of such termination, Lessor shall refund to Lessee any rent allocable to the period subsequent to the occurrence of said fire or other casualty. Lessee shall thereupon surrender possession of'the Leased Premises and all keys and personal propen'y to Lessor. In the event of the exercise of such option to terminate, Lessor shall serve writ'ten notice on Lessee within forty-five (45) days from the date of the occurrence of such total damage. (c) Notice. Lessee shall notify Lessor of any damage to the Leased Premises by fire or other casualty and also of any dangerous or defective condition within the Leased Premises immediately upon t~e occurrence of such fire or other casualty or discovery of such condition. Except as affected by the giving or failure to give such hotlY:e, nothing herein contained shall be deemed to limit or enlarge the respective rights and liabilities of either party arising from the negligent acts or conduct of the other. 13. WAIVER OF SUBROGATION. Neither Lessor nor Lessee shall be liable to the other nor to any insurer of the other party claiming by way of subrogation through or under either one with respect to any loss, damage, injury or death to the extent that either parry shall b~ reimbursed or has the right to be reimbursed out of hazard insurance carried by Lessor or by Lessee, as the case may be, with respect to such loss, damage, injury or death. In the event that their respective insurance policies do not already provide for waiver or subrogation, Lessor and Lessee each agree to obta/n a waiver of subrogation endorsement from their respective insurers. 14. ASSIGNMENT; SUBLETTING. Lessee shall not sublet or assign the Leased Premises or any part thereof, nor t~ansfer possession or occupancy thereof to any person, corporation, partnership or association, nor transfer or encumber this Lease Agreement without the prior written consent of Lessor, which consent may be withheld by Lessor in its sole discretion, nor shall any assignment hereof be effected by operation of law or otherwise without st~ch consent. Any such consent, if given by Lessor, shall not release Lessee from any of Lessee's obligations under this Lease Agreement (unless so specified), nor shall it serve as a waiver of the need for written consent in all future cases. Any assignment, sale or other transfer or encumbrance of more than 25% of the stock of Lessee shall constitute an assignment of this Lease Agreement in violation of this Section 14. Lessee may advertise in anticipation of a need to sublease the premises; however, Lessee may not use the name "PNC Bank" or the name(s) of its assiens or successors in any such advertising to define the premises. - 15. SIGNS. Lessee's name and signage may be placed on the monument-style sign located in front of the Building (below signage of' Lessor) and on the wall surface immediately outside of Lessee's premises within the Building. These signs shall be made and installed at Lessee's cost. However, unless specifically approved in writing by Lessor in advance, no sign, placard, picture, advertisement, name or notice shall be displayed, printed or affLxed to the outside or inside of the Building, the Leased Premises or in the vicinity of the same. The Lessor hereby grants such written approval to the above-desribed signage. Any sign erected or displayed in violation of this provision shall be removed by Lessee upon three (3) days written notice from Lessor. Failing such removal, Lessoi hereby reserves the right to remove such sign arthe cost and expense of Lessee and collect the same as Additional Rent hereunder.~ UPon"~he expiration or earlier termination of this Lease, Lessee hereby agrees to remove all signs erected by Lessee and repair any ' damage caused thereby and otherwise leave the area of thc sign in a neat and clean condition. ' 16. CONDEMNATION. (A) PARTIAL TAKING. In thc event that all or a part of the Leased Premises or thc Building shall be taken by eminent domain or conveyed in lieu thereof (a "taking") which affects more than 25% of thc parking area and major access to the Lea~ed Premises on [y, Lessee may terminate this Lease upon thirty (30) days written notice to Lessor unless Lessor shall provide reasonably equivalent parking and access on a timely basis. ' . (B) TOTAL TAKING. In the event that after a taking, thc Leased Premises cannot reasonably be used by Lessee for the purpose for which they were leased or in the event of at taking which prevents the operation of the Building as an integral unit. then and in either of such events this Lease shall terminate effective as of the date that the condemning authority shall take possession of the sRmeo (C) WAIVER BY LESSEE; RELOCATION DAMACES. Lessee waives all claims against Lessor by reason of the complete or partial taking of the Leased Premises and hereby relinquishes and assigns unto Lessor any fights and damages to which Lessee might otherwise be entitled for condemnation of the leasehold estate created by this Lease; provided, however, that Lessee shall nevertheless be entitled to make any claims which Lessee may have against th~ condemning authority for relocation dama2es, damages for tenant improvements and any other payments lawfully due tenants as such, without diminution of the sums d~e Lessor. 17. LESSEE'S DEFAULT. (A) EVENTS OF DEFAULT. Any one or more of the following shall constitute an "Event of Default" under this Lease: (1) Payment Default. Failure by Lessee to pay any installment of Basic Rent, Additional Rent or of any other sum provided for under this Lease for a period of five (5) days after the same is due. (2) Hazardous Conditions. Failure by Lessee to perform or observe any other covenant or condition of'this Lease which is of such nature as to create or cause a situation which is hazardous to Lessor or (o other tenants, persons or businesses or which may result in civil or criminal penalties being imposed upon Lessor or Lessee, Lessee.shall cure such default as soon as possible but in no event later than forty-eight (48) hours after receipt of not/ce thereof'. If Lessor is unable to serve notice on Lessee in accordance with Se~ction 29 hereof'after making reason efforts to do so. Lessor'may, at its option, ¢ ct such condition and charge Lessee for the co~t ~hereofas Additional Rent or exet,...,e any other of Lessor's remedies herein set fo~,.,. (3) Non-Payment Default. Failure by Lessee to perform or observe in any material' respect any other covenant or condition contained in this Lease which failure shall continue for a period of fifteen 15 da · provided, however, that ifLessee's oblio-tion is of .... s. .......... .( )~ys after written notice thereofb Lesso . Lessee shall not be deemed to be in default ~'e ..... ~.,,_,.~ ~a_,~,= m. ar..more man nrtee? (15) days are required for i~ -e,-C,,~r~,t-°-L-ess-~ee' · . ~* -~u~u~r lZt~essee srlall commence sucJt . . - . r ,,~,,,-m~w, r. nen and thereafter proceeds diligently to prosecute the same to completion, performance w~thm sa~d fifteen (15) day period (4) Unauthorized Removal of Prope . An removal · of Lessee's fixtures, e ui m . ~ Y or attempted removal, without the rior autho ' ' - _ q pent, appliances or. personal rone from the . _ P ?at,.on of Lessor, oran ,. p ~ rty Leased Premises fi · usual operation of Lessee's business, or any reason other than m the normal and (5) Abandonment. Abandonment of the Leased Premises as hereinafter defined in Section 21 of this Lease. (6) Assignment For Benefit Of Creditors. An assignment by Lessee for the benefit of creditors or the appointment of~ receiver for LeSSee by legal proceedings or otherwise. (7) Bankruptcy. Institution of bankruptcy proceedings by Lessee, or institution of bankruptcy proceedings against Lessee which ar~ not withdrawn or dismissed within sixty (60) days after the institution of such proceedings. B. ACCELERATION OF RENT; LEASE TERMINATION. In the event that Lessee commits, or allows an Event of Default to occur, the entire rent for the balance of the Term shall, at Lessor's option, immediately become due and payable as. if by the terms of this Lease it were all payable in advance. In such event, Lessor shall serve upon Lessee written notice of such acceleration. At such time Lessor may also serve on Lessee written notice as to the effective date of termination of the Term of this Lease. In such event Lessee shall have no right to avoid such termination by payment of any sum due or by the performance of any condition, term or covenant broken. Lessee shall, however, thereupon surrender quiet and peaceable possession of the Leased Premises to Lessor. Notwithstanding any statute, rule of law or decision of any court to the contrary, Lessee shall remain liable, even after termination of this Lease, for Basic Rent, Additional Rent and accelerated rent due or to become due hereunder and for all damages caused by any or all of Lessee's non-payment defaults under this Lease. C. RE-ENTRY; RE-LETTING. In case this Lease shall be terminated as aforesaid, then Lessor, may, without notice, re-enter the Leased Premises by aid of legal process and terminate all services. If at any time, the Leased Premises become abandoned, Lessor may also proceed in a~cordance with Section 21 of this Lease. Lessor shall use commercially reasonable efforts to attempt to re-let the Leased Premises or any part or pans thereof. Such re-letting may at Lessor's option be for a term which is less than or exceeds the period which would otherwise have constituted the balance of the Term of this Lease, and Lessor may grant concessions or free rent or make improvements or additions to the Leased Premises in order to facilitate a re-letting of the same, so long as Lessor's actions are commercially reasonable; provided, however, that Lessor may, without violating its obligations hereunder, attempt to lease other comparable unleased space prior to attempting to relet the Leased Premises. Lessor shall receive and collect all rents received from such re-letting (during the balance of the Term ofthis Le~e) and shall first a I such ren .o · · . · have recurred m recoverm§ possessmn of the Leased Prem[ses~ placing the s other ~penses including good attorneys' fees and ot~er legal costs which LesSor may have incurred in connection with such repossession, and apply the remaining rentals as credits against all rentals due and owing from Lessee to Lessor. The balance, if any, may be retained by Lessor. No such re-entry by Lessor shall be deemed to be an acceptance of surrender by Lessee of this Le~e or or'the Lea~ed Premises. D. ACCE?TAHCE OF DELINQUENT RENTALS. T~e acceptance by Lessor of delinquent rentals hereunder with knowledge ora bre~ch by Lessee of any covenant herein or condition broken shall not in and of itself be deemed a waiver of such bre.~ch or condition broken, and any pending eviction proceedings or actions t'or monetary damages may be prosecuted further by Lessor without prejudice based upon this action alone. E. CONFESSION OF J-LFDGMENT. (I) MONEY JUDGMENT. FOR VALUE RECEIVED AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, LESSEE DOES HEREBY EMPOWER ANY ATTORNEY OF ANy COURT OF RECORD WITHIN THE COMMONWEALTH OF PENNSYLVANIA, TO APPEAR FOR LESSEE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT AGAINST LESSEE AND IN FAVOR OF LESSOR, ITS SUCCESSORS OR ASSIGNS, IN THE COMMONWEALTH OF PENNSYLVANIA, FOR THE SUM DUE BY REASON OF SAID DEFAULT IN THE PAYMENT OF BASIC RENT AND OTHER SUMS, INCLUDING ADDITIONAL RENT, AND ACCELERATED RENT AND FOR THE SUM DUE BY REASON OF ANY BREACH OF COVENANT OR CONDITION BROKEN BY LESSEE. WITH COSTS OF SU[TAND ATTORaNEY'S COMMISSION OF TEN PERCENT (10%) FOR COLLECTION, AND FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION THEREON WITH RELEASE OF ALL ERRORS AND WITHOUT STAY OF EXECUTION. (2) JUDGMENT IN EffECTMENT. FOR VALUE RECEIVED AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, OR UPON TERMINATION OF THE TERM OF THIS LEASE AND THE FAILURE OF LESSEE TO DELIVER POSSESSION TO LESSOR, LESSEE FURTHER, AT THE OPTION OF LESSOR, AUTHORIZES AND EMPOWERS ANY SUCH ATTORNEY (EITHER IN ADDITION TO OR WITHOUT SUCH JUDGMENT FOR THE AMOUNT DUE ACCORDING TO THE TERMS oF THIS LEASE) TO APPEAR FOR LESSEE AND ANY OTHER PERSON CLAIMING UNDER. BY OR THROUGH LESSOR IN AN AMICABLE ACTION OF EJ'ECTMENT FOR THE LEASED PREMISES FILED IN THE COblMONWEALTH OF PENNSYLVANIA, WITH RELEASE OF ALL ERRORS. LESSOR blAY FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION FOR POSSESSION OF THE LEASED PREMISES AND. AT LESSOR'S OPTION. FOR THE AMOUNT OF ANY JUDGMENT, AND ALL COSTS, VZITHOUT LEAVE OF COURT, AND LESSOR MAY. BY LEGAL PK'~CESS, WITHOUT NOTICE RE-F~'ER AND EXPEL LESSEE FROM THE LE,a °~'D PREMISES, AND ALSO ANY PERSONS HOLDING UNDER LESS (F) CUMULATIVE REMEDIES. All of Lessor's remedies herein set forth (or provided by law) shall be cumulative and not exclusive and may be pursued simultaneously or separately at the sole option of Lessor. 18. LESSOR'S DEFAULT. (A) NOTICE T.O. LESSOR; TERMINATION. In the event tha~ Lessor shall fail in any mater/al respect to perform any covenant or conclition required to be performed by Lessor under the terms and provisions of this Le~e (which failure or observe and substantially affects the tenantability of the Leased Premises), and such failure i~ not cured within fifteen (15) days after wrinen materially --~ir.~.shall have been give by Lessee to Lessor, Lessee may, at its option, terminate this Lease at the end of such fifteen (lli) day period or invoke any of Lessee's other remedies at law or in equity;, provided, however, if the Lessor's obligation is of such nature that more than fifteen (Iii) days are required for its performance, then Lessor shall be deemed to have complied with said notice if Lessor shall commence such performance within said fifteen (I ii) day period and thereafter proceeds diligently to prosecute the same to. completion. (B) NON-WAIVER BY LESSEE. A termination of this Lease by Lessee pursuant to Subsection (A) above shall not be deemed a waiver by Lessee of any other rights or remedies which Lessee may have against Lessor hereunder, al: law or in equity, nor shall such terminaHon relieve Lessor of its liability to Lessee for any damages or losses Lessee has suffered by reason of Lessor's failure to perform. 19. PREVAILING PARTY-ATTORNEY,S FEES ,e.. LEGAL COSTS. Where liti§ation is instituted as between Lessor and Lessee for any cause arising under this Lease or in any manner related hereto, the prevailing party in such litigation shall be entMed to recover in addition to all other legal damages, the reasonab[e expenses of such litigation including attorneys' fees and other lo§al costs. :20. UCC SECURITY INTEREST; DISTRAINT SALE. This Section intentionally deleted. :21. ABANDONMENT. (A) ACT OF ABANDONMENT. Abandonment of the Leased Premises by Lessee shall constitute an Event of Default under th is Lease and shall entitle Lessor, at i~ sole option, to exercise any of L'essor's remedies set forth in Section 17. Lessee shall be deemed to have abandoned the Leased Premises if Lessee, without the prior consent of Lessor, removes all or substantially all of Lessee's furniture, equipment, appliances and personal property from the Leased Premises and Lessee is delinquent in the.payment of the monthly Basic Rent due heretmder formore than.thirty (30) days.· (B) NOTICE; POSTING. Upon abandonment of the Leased Premises by Lessee as aforesaid. Lessor shall make a good faith effort to serve written notice on Lessee in accordance With Section 29 hereofto the effect that. unless Lessee immediately cures its default, Le-~sor [u~nds to re-enter the Leased Premises and take possession thereof, and that. if Lessor does so, Lessor ' any remaining furniture, fi.'~ures, equipment, appliances and personal property of Lessee); and shall also post the Leasemda~red~iPs°:: of with such notice. Both actions may be taken concurrently by Lessor, if Lessor elects to proceed under this Section 21. (C) RE-ENTRY. At any time more than five (5) business days after the giving of the aforesaid not/ce to Lessee and the posting of the Leased Premises (whichever shall later occur), Lessor may re-enter the Leased Premises and retake possession of the same on behalf of Lessee (such action by Lessor, however, shall not be deemed or construed to be an acceptance of surrender of possession of the Leased Premises by Lessee unless otherwise stated in Lessor's notice to Lessee). · (D) SALE OF GOODS. Further in the event ofLessor's re-en~-y into the Leased Premises as aforesaid. Lessor may take possession of any such remaining furniture, ftxtures, equipment, appliances and personal property, of Lessee'in and about the Leased Premises and, ten (10) days or more after said re-entry, Lessor may sell or dispose of eh same in a commercially reasonable manner; provided, however, that, if, prior to said sale or disposal, Lessee requests return of such property and simultaneously pays all delinquent rents and all of Lessor's reasonable expenses (including attorneys' fees and other legal costs) arising out of Lessee's abandonment, then Lessor shall return Lessee's property to Lessee. The proceeds received from any sale of Lessee's property by Lessor shall be applied as a credit against any delinquent rentals and expenses (including reasonable attorneys' fees and other legal costs). The balance, if any, shall be remitted to Lessee. _ (E) RELEASE OF LESSOR. FOR VALUE RECEIVED AND WITH INTENT TO BE LEGALLY BOUND BY THESE PRESENTS, LESSEE DOES HEREBY RELEASE AND DISCHARGE LESSOR AND ITS MANAGING AGENT, IF ABOVE NAMED, FROM ALL LIABILITY AND FROM ANY AND ALL CLAIMS, DEMANDS AND SUITS OR CAUSES OF ACTION IN LAW OR EQUITY ARISING OUT OF OR IN ANY' MANNER RELATED TO ANY ACTION TAKEN BY LESSOR PURSUANT TO THIS SECTION 2 I. 22. EXCULPATION. Lessor shall not be liable for any injury or damage to any property, at any time on or about the Leased PFemises from any cause whatsoever t, 'ludin~ but not limit~ t,, · .. ,,... . Leas_ed Premises or from pipes or plu, .~g in ~he same1 ~'~t'~W~tver~,~ra,,m~: ~o~w,~o.r, -,h~.,..h may leak rata or issue from the 2.3. QUIET ENJOYMENT. Lessor represents and warrmts that it is the tree and lawful owner of the Leased Premises or is lawfully empowered to enter into this Lease and that so long as Lessee shall perform all of Lessee's covenants and obligations .hereunde.r,_.L~s~.e, shall have and enjoy quiet and peaceable possession of the Leased Premises. It is understood that it is of the Utmost irnponance to the Lessee that any ongoing consU'uction or other business activities within the building do not interfere with the Lessee's defined classroom instructional activities. 24. SUBORDINATION. This Lease shall be subject and subordinate to the lien of all present or future mortgages which affect · -- ~e-la,-td, Building and Leased Premises and to all renewals, modifications, replacements and extensions thereof. This clause shall be self-operative but in any event Lessee hereby agrees to execute promptly and within ten (I0) days of the request therefor deliver any estoppel certificate or other assurances that Lessor ..~ may request ia fi.trtherance hereof; provided, however, that in the event of foreclosure of any such mortgage or moomcation, Lessee shall ~om to the purchaser in foreclosure or who shall be named in any deed in lieu of foreclosure and shall recognize such purchaser as the Lessor under this Lease; and provided, further, that so long as Lessee is not in default hereunder, this Lease shall remain in full force and effect. 25. WAIVER OF NONPERFORSIANCE. Failure by either Lessor or Lessee to exercise any of the respective rights hereunder upon nonperformance by the other pan'y of any condition, covenant or provision herein contained shall not be construed as a waiver thereof, nor shall the defective performance (or waiver of nonperformance) of any such condition, covenant or provision by the other party be construed as a waiver of the ri~ts of the non-defaulting party as to any subsequent defective Performance or nonperformance hereunder. 26. ENTIRE CONTRACT. This Lease constitutes the entire contract between the parties hereto and there are no understandings, promises, representations or warranties, oral or written, relating to the subject matter of this Lease, which exist or bind any of the parties hereto, their respective heirs, executors, administrators, successors or assigns, except as set forth herein. No ame.ndment, change or addition to this lease shall be binding upon Lessor or Lessee unless reduced to writing and signed by both parties. 2?. APPLICABLE LAW. It is mutually understood and agreed that this Lease shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania and that no presumption shall be deemed to exist in favor of or against either party hereto as a result of the preparation or negotiation of the same. 2S. ' SgVERAm~.rrv.. If anY anicuiar tem~ ~venant or provision of this Lease shall be determined to be invalid a~d ' unenforceable~ the Same shall not' affect the remaining provisions of this Lease which Shall neve~heless remain in full f~orce an_d effect.. . ·. . " · 2~). NOTICES. All notices, requests, demands and other communications required or permitted under this Lease ("notices") shall be in ~vriting, si=~ned by or on behalf of the party giving notice and shall be deemed to have been given as follows: (a) if t~erso~ally delivered: on the date of actual delivery to Lessor (or Lessor's Managing Agent. if above named) or to Lessee or any person in charge of Lessee's office in the Leased Premises; or, (b) if mailed: on the date upon which any not'ice shall have been' received as shown by a Certified or Registered Return Receipt. The following addresses shall be used t:or the tbregoing purposes: LESSOR: PNC Bank, NA ATTN: Property Administrator/Camp Hill Main 4242 Carlisle Pike Camp Hill, PA 17011-415 8 With Copy to: PNC Bank, NA ATTN: Leasing Manager One PNC Pla?n. 18thFloor 249 Fifth Avenue Pittsburgh, PA 152'~-~707 LESSEE: }~~nal,~c. I ATTN': George Anderson .~ ~ ! 605 N. Cedar Crest Blvd. Suite 402 ~ ~. .~ Allentown, PA 18104 provided, however, that either party, hereto may change its address for such purpose from time to time by giving written noticeof'such cha.~ged address to the other party. If notice is given by Certified or Registered Mail and the same is returned by the U.S. Postal Service marked "Refused" or "LlncIaimed", service shall be deemed to have been given on the first business day following the date of mailing the same. Lessor shall be under no duty to post the Leased Premises except as other, vise specifically provided herein. 30. CONSTRUCTION. All words herein referring to Lessor. or to Lessee shall be taken to be of such gender and number as the circumstances may require and if the Lessee be more than one person, the provisions hereof'shall be taken to bind and apply to them jointly and severally. 31. SECURITY DEPOSIT. In addition, Lessee agrees to deposit with Lessor on the date hereof the sum of'Eleven-Thousand .._.SLx.. Hundred Twenty-Five Dollars ($11,625.00), which sum shall be held by Lessor, without obligation for interest, ~ security for. the performance of Lessee's covenants and obligations under this Lease, it being expressly understood and agreed that such deposit is not an advance rental deposit or a measure of Lessors damages in case of Lessee's default. Notwithstanding the above, upon completion of the eighth (8th) month of the initial lease term, and provided that Lessee is not then-currently ~n default, one-half of this Security Deposit, or $$,812.50, shall be returned to Lessee by Lessor. Lessor shall retain the remaining Security Deposit of $5,812.50 for the balance ofLess'ee's tenanc.,~'r ...... ~- ......... %. ~..r.,~;: :inall Oe IT~OnSIOI¢ IOr notifying Lessor in writing to request the Security Deposit return defined herein. Upon the occurrence of any event of default by Lessee, Lessor may, from time to time, without prejudice to any other remedy provided herein or provided by law, tree such fund to the extent necessary to make good any arrears of rent or other payments due Lessor hereunder, and any other damage, injur.~, expense or liability caused by such Event of Defanlt; and Lessee shall pay to Lessor on demand the amount so applied in order to restore the security deposit to its original amount. Although the security deposit shall be deemed the properly of Lessor, any remaining balance.of such deposit shall be returned by Lessor to Lessee at such time after termination of this lease that all of Lessee's obligation under this lease have been fulfilled. 32. (A) BINDING LESSOR. This Lease shall not be binding upon Lessor unless and until the same shall have been signed by Lessor and delivered by Lessor to Lessee. . (B) BINDING ALL PARTIES. After this Lease shall have been fully signed by ali parties and delivered by Lessor to Lessee, however, the same shall be binding upon and inure to the benefit of the said parties and their respective heirs, executors, administrators, successors and assi&ns. 33. WAIVER OF TRIAL BY J13RY. IT IS MUTUALLY AGREED BY AND BETWEEN LESSOR AND LESSEE TI-L&T THE RESPECTIVE PARTIES HERETO SHALL AND DO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER~ BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER (EXCEPT FOR PERSONAL INJURY OR PROPERTY DAMAGE) ON ANY. MATTERS WHATSOEVER ARISING. OUT OF OR .I~N. ANY- ..... WAY CONNECTED WITH THIS LEASE AGREEMENT, THE RELATIONSHip OF LESSOR'AND LESSE£~..AND LESSE~'S · LUESsEsOoi~ O~C~.C ~UI~.A~N'. ~C_Y_C).F.. _S_A? LEASED PRElVI!SES.. IT IS FURTHER MUTUALLY AGREED THAT 'IN .... :~um LUMM~NL:h:S ANY SUM~RY PROCEEDING F .... THE EVETNT OR NON PAYMENT OF RENT, LESo~: WILL NOT INTERPOSE ANY COUNTERCLAIM OF WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING. WITNESS the due execution of these presents by duly qualified and authorized officers or representatives of each party, in duplicate originals, as of the day and year fLrst above written. WITNESS/ATTEST: LESSOR: LESSEE: ' (Co.orate'or Busin~~ ~ /9 ' . . . ~ ' her e~ti~ indicate title O~o~cer or representative · ' s~gnmg on behalf of Lessee] BUILDING: Camp Hill Main SUITE NO. 150 LESSEE: Productivity Point International, Inc. RULES AND REGULATIONS Reference is made to Section 6 of the within Lease. Pursuant thereto, Lessor and Lessee hereby covenant and agree that the following Rules and Regulations are necessary and proper for the general care, safety, cleanliness and proper maintenance of .... th~_, Leased Premises, the Building and the common areas of the same; that the same shall be faithfully kept, observed and performed by Lessee, its employees, agents and invitees. I. AS TO PHYSICAL FACILITIES 1. Entrances; Hallways; Common Areas. The entrances, hallwa s. sta' . ' · not be obstructed by Lessee or used for any purpose other than for park~ and aWcc;Ys: t~l~heeW~le~e~a~kr~nr~i~°ets.anLde~s°on~mtesOenrv~a~h right all to modify, enlarge or alter the arrangement and location of the entrances, hallways, stairways, sidewalks, paddng and common areas from time to time without liability to Lessee; provided, however, that Lessor shall provide reasonably equivalent access and parking on a timely basis. 2. Keys and Locks. Lessor shall furnish Lessee with two keys to the Leased Premises free of charge. Lessor may require a reasonable deposit in connection with such keys. In the event of the loss of such keys, Lessee agrees to reimburse Lessor for the replacement cost of the same and for the changing of any locks if'determined to be necessary by Lessor. Lessee shall not alter.any lock or install new or additional locks or bolts on any door to the Leased Premises or the Building without the prior written permission of Lessor. $- Tampering with Building Systems. Lessee shall not tamper, obstruct, alter or in any way impair or interfere with the efficient operation of the heating, ventilating, air conditioning, electrical, fire, safety or lighting systems of the Building and the Leazed Premises nor shall Lessee change the setting of any thermostat or temperature control valves in the Building. 4. Drill Holes; DrY'ye Nails~' LeSSee shall not drill holeh, fasten my article or d/i~ hails or crews into-the walls, ceiling, floors .... or partitions withOut the prior conSenrof Lessor. Notwithstan-ding the above; Lessee may hahg 15fcthr~, licen~ei, etc., ofi~eis0nable: size, without prior permisssion from Lessor. .. 5. Electrical Installations. All wiring, plugs and call boxes shall be installed at locations approved by Lessor and no drilling or cutting of wires shall be allowed except with Lessor's consent. Lessee shall install no fuie of greater capacity than the safe capacity afth~ l~uild/ng nor use any method of heating or air conditioning other than that supplied by Lessor. 6. Roof; Walls. Lessor reserves the exclusive control of the roof and exterior walls of the Building. Lessee shall not install a radio, TV antenna, loudspeaker, searchlight, microwave dish, solar device or similar facility on the roof or exterior walls of the Building. 7. Toilets. The toilet rooms, toilets, urinals, wash boles, slop sinks and other plumbing facilities shall not be used for any purpose other than that for which they wen: conStructed and no dirt, waste or foreign substance of any kind shall be thrown therein. The expense of any breakage, stoppages or damage resulting from a violation hereof shall be borne bv the tenant who. or whose employees or invitees, shall have caused the same. , 8. Window Coverings. No shades, screens, blinds, curtains, draperies, shutters, awning, canopies or other coverings shall be hung, placed in or attached to any window in the Leased Premises or the Building without the prior consent and approval of Lessor. All window coverings shall be maintained in a uniform manner consistent with the heating and air conditioning requirements and aesthetic appearance of the Building as prescribed by Lessor. No bottles, parcels or other articles shall be placed on any window sills.. 9. Paint; Wallpaper. Lessee shall not paint, wallpaper or otherwise cover the walls or ceiling except with the prior approval of Lessor and then with paint, wallpaper or'materials of such quality and color as approved by Lessor. 10. Floor Coverings. Lessee shall lay no linoleum, tile, carpet or other similar floor coverings so that the same is affixed to the floor of the Leased Premises in any manner except as approved by Lessor. The use of cement or other similar adhesive materials is expressly prohibited. The expense of repairing any damage resulting from a violation of this role as well as the cost of removal of any such floor covering shall be borne by Lessee. E.'xhibit "A" - 1 1 I 1. Door Mats. Lessee shall not [' -' any door mats, rugs or planters in the hallw~ approval of Lessor. ;r common areas without the prior 12. Equipment, Supplies; Delivery, Placement. Lessor may desi note a ' -. eqtt,pment, appliances, fumitur~ su,,,,lie- ,,a ,.,.,..~., _ g. ppropnate enmes for the delive an ' · , rt- ........ ,~,,a~s. Lessor reserves the ri · . ry d shipment of placement of all equipment, annliances ~,--: ........... ght to prescribe the maximum weio~t · rr , ,-,,,I,U~G, mutcnais or other roe bm ' . . ~-.-, o,-.~ nO;cOet~s;ar_p~peny sh, all.(.,f. ,.t. is de.retrained to be necessary by Lessor),P,:Poelart~c;d o~gha t,,~at~o~.~.e ~B~u.i!.d_,m.g,~ :_H,_eavy ,qu. ipment, computers o- -' .fy o prop.eny ?istri?ute me weight of the same. Ail damages don~ to the Le~..a -'-"-"-.~-'l~-a-,m'c,-r'n-.e~... and composition as is r mam[enance ozsucn eqmpment and prope shall be borne v ,,, ,.,, ,-,~,ma~ or me ~unmng by the movement ny b, Les .... 13. Business Machines. Business machines or mechanical equipment which cause vibrations, no/se, cold or heat that may be _ tr'an~rnitl'ed to the Building structure or to the [eased space outside of the Leased Premises shall be placed and maintained by Lessee, at its sole cost and expense, in settings of cork, robber, spring-type ¥ibra.tion eliminators or other materials sufficient to absorb and prevent such vibration, noise, cold or heat. lin business machines or mechanical equipment which require unusually large amounts of electricity shall be used or installed in the Leased Premises without the prior written approval of Lessor. IL AS TO USE AND OCCUPANCY 14. Objectionable Uses. (a) Lessee shall use the Leased Premises only for the use specified in Section $ of the within Lease. Lessee shall not use or occupy the Leased Premises in any manner offensive or objectionable to Lessor or other tenants by rea.son of noise, odors or vibrations or interfere in any way with other tenants, their employees, agents or invitees. Co) Lessee shall not play any radio, TV, stereo, tape recorder, musical instrument or other device in such manner aa to cause an annoyance or disturbance to any other tenant or tenants in the Building. (c) Lessee shall not use, stbre or dispose of any of the following in or about the Leased Premises, the Building or the common areas: (i) any kerosene, gasoline or other combustible fluids or materials; (ii) any hn~n_~dous, toxic or radioactive materials or supplies; or (ii/) any foul or noxious gases or other substances. (d] Lessee shall not do or permit to be done any act or thing which will be in conflict with any provision of Lessor's insurance policies, jeopardize the coverage of the same or increase the rates of such insurance. 15. Trash DisposaL All ~rash or refuse disposal shall be placed in containers provided by Lessor. No materials Shall. be placed in u'ash receptacles if such'materials are of such nature that they may not be disposed of in the ordinary and customary manner of removing such ir'ash or refuse, material in accordance.with local ordinances and requirements.Or with .those. of the contract carrier accepting such trash or reftLse. ' .... . . 16. AnimaLs; Vehicles. Lessee shall not bring any animals or birds into the Building and shall not permit bicycles, motorcycles, mopeds or other vehicles inside the Building or on the sidewalks or common areas outside the Building except in areas designated from time to time by Lessor for such purposes. 17. Storage. The Leased Premises shall not be used for the storage of furniture, supplies, merchandise or equipment except as approved by Lessor. 18. Cooking; Living In. No cooking shall be done or permitted in the Leased Premises except private use by Lessee of Underwriter approved appliances for brewing coffee, tea, hot chocolate or similar beverages. Lessee shall not use the Leased Premises for sleeping quarters or as an apartment. 19. End of Rusiness Day. Lessee shall ensure that the doors of the Leased Premises are closed and locked and all water faucets. water apparatus, office machines and utilities are shut off prior to leaving the Leased Premises at the end of the business d.ay so as to prevent waste and damage. III. GENERAL 20. Security; After Hours Admission. Lessor reserves the right to exclude from the Building betxveen the hours of 6:00 P.M. and 7:00 A.M. and at all hours on Saturdays, Sundays and legal holidays, all persons not known to Lessor or who shall not be able to present identification acceptable to Lessor. Lessee shall submit to Lessor a list of all persons authorized by Lessee to enter the Building and the Leased Premises and Lessee shall be responsible for the acts of all such persons. Persons entering the Building after 6:00 p.m. on business days and at all times on Saturday, Sunday and holidays may be required to sign a register in the lobby Exhibit "A" - 12 · n:~aintained for such purpose. --- ..- If Lessee uses the Leased Premises after regular business hours or on non-business days, Lessee shall immediately.lock any entrance doors to the Building after us/ng the same. In the event of an emergency, Lessor reserves the r/ght to prevent access-to the Building during the continuance of such emergency or permit only limited access. 21. Outs/de Contract Sen, ices. Except with the pr/or written approval of Lessor, no person other than'those approved by Lessor shall be permitted to enter the Building for cleaning or other contract services. 22. Advertising. Lessor shall have the fight to prevent any advert/sing by Lessee which,/n the opinion of Lessor, tends to .... /repair the reputat/on of'the BuiId/ng and its des/rability for office use. Upon written notice from Lessor, Lessee agrees to r~frain from or discont/nue any such adven/s/ng. 2.3. Waiver. Lessor reserves the r/ght to waive any one or more ofthese Rules and Regulations for the benefit of a particular tenant or tenants but no such wa/ver by Lessor shall be construed as a waiver of such Rules and Regulations in favor of'any other tenant or tenants, nor prevent Lessor fi.om enforc/ng these Rules and Regulations against any or all of'the other tenants of the Build/rig. 24. Additional Rules and Regulations. Lessor reserves the dght to make such addit/onal changes and addit/ons to these Rules and Regulat/ons as/n the judgment of Leasor may from t/me to time be needful for the safety, care and cleanline~ of the Building. Leased Premises and common areas and for the preservat/on of good order therein, Lessee agrees to abide by all such changes and additions to these Rules and Regulations. 2S. Non-observance By Other Tenants. Lessor shall not be responsible to Lessee for the non-observance of'these Rules and Regulations by other tenants. 26. Breach By Lessee; Le~sor's Remedy. In the event that Lessee shall fail in a mater/al respect to observe and comply with any of'these Rules and Regulations, Lessor may give wr/tten notice to Lessee to correct or cure such non-compliance promptly upon receipt of such notice. If within five (5) days after receipt of such notice, Lessee shall not have corrected or cured such non- compliance with these Rules and Regulat/ons or commenced a bona fide eft'on to do so, Lessor may treat such failure as an Event of Default under Section 17(A)(3) and, may proceed to exercise any of Lessot's remedies set forth in Sect/on 17 of the with/n Lease, upon compliance therewith. Also/n the event of such non-compliance by Lessee, where Lessor undertakes to perform such curative work on behalf of'and at the expense of Lessee, it/s hereby agreed that such expense shall be collectable as Additional Rent under the withLn Lease. ABOVE RULES AND REGULATIONS HEREBY ACCEPTED AND APPROVED: ' ' Exhibit "A" - 13 LNA~E AMENDMENT that: Wlt~, L~m~ord.and Tenant entered JfftO that certain Lease Asreement dated An~ust 22, 199~, ~or certain premises consisting 0fa ~otal of aPproximately 4,~00 rentablm squaro fi~t ofl-th0;irst.~ttoo~ cit~,the-building~kti0~~.l.~..e!L~.~,242 Carlisle Pike to a new tatal of 5,494 rentable sqtmro ~ (a nei space expansion of 994 Square feet, aonsistiflg ofspaoo Jdentifimt aa "Exp. a~sion Space`' on ~ *A*, on the terms hereinatO~r stated; ~OW, TFr~R~IrORE, for good and valuable consid .~alion, the receipt and whereof is hereby aeimowledged ~nd< with. ,the.~J01~,!el~ly bound hereby, Landlord and $. The rentable square feet of the entire Leased Premises under the Lease her~'inafter total 5,494 reatable square feet; 6. The E~pansion Space shall be delivered to Tenant, in an as-is, where-is condition, upon full execution of this Amendment so that Tenant may complete improvements to the expansion Space and/or occupy, lq'ot~ith.~mding the above, Landlord herein agrees to complete renovations to F, xpansion Space One linfited to the addition ofir~erior walls, ele~rical outlets, patching of existing wallcoverings and carpet a~d all necessary pa/ntlnlL all at Landlo~'$ expense. In addition, Landlord agrees ~ construct a new wall in Tenam's initial Premises in t~e area designated as the book and ~upply room. All improvements must be based upon drawings approved by Landlord and Terarn. In the event landlord f~ils to complete such work by May 1998, the revised rent schedule shall begin on the date o£Landlord's substantial completion of the work. 7. This Lease Amendment shall be binding upon and inure to the benefrt of'he parties hereto and the respective heirs, successors and assigns. IN WITNESS WI~q~OF, the parties hereto have duly executed this Lease Amendment on the date and year written above. WITNF.~S: W1TN~SS: PNC Bank, (L~mord) TOTAL P. 09 Allentown, P,A 10104 ... Pax:. 8'lO.434,&gom PIN{.: Bank, IN.A. '/1'/~0! '/1/3 tel Jonn j. &unnsKas 201 Penn Avenue 717 961 6123 Fax VictPresiF P.O. Box 231 Scranton, PA i8501 Chief Adm. rative Officer Mr. George Anderson, Ed. D. General Manger . -/~'-'"'~ Productivity Point International PNCBANIK 1605 N. Cedar Crest Blvd. Suite 402 Allentown, pA 18104 RE: Additional Space Hampden Building - Camp Itill Dear George: As discussed on Wednesday, February 18, 1998, pNC Bank is prel on the first floor of the above captioned facility. Preliminary details, per our mscussion, can finalized and executed in relatively short order since the space is available now. Details: 1. The first floor space is located at the northwest corner of the building (adjacent to the Bank's H.R. Department). 2. The space is 994 rentable sq. ft. and at your current rate ($15.965) would amount to $15,869.21 per year or $1,322.42 per month. In addition, the "rolling shelves" storage room you had expressed interest in, is 222 rentable sq. ft. which equals $3,544.23 per year or $295.35 per month. The storage area is to be taken "as is". The space referred to in item/V2 above would be renovated to suit and paid for by PNC Bank upon approved drawings by both parties. Generally, renovations will include electrical outlets, new walls, patching of existing wall covering, paint as necessary, and patching of carpet as necessary. Renovations do not include telephone, data cabling, or any "specialized" power requirements. 5. In addition, PNC agrees if the additional space (item//2 above) is leased that we would install a dividing wall in the existing office space you lease as designated on the drawings.as the boj:~and Very truly yours, .~~z ~r~ John J. Zurinskas / I ~ ~ ' '~'Y~f' .L..,d Vice President ~ ~ __ 0 Chief Administrative Office ~~~'''~ Productivity POINT -~tZ3 Message /A~ ~i:~{-,te Fax Note 7671 Date~/~.6/gg I#of I> ~To ' ( .. Phone ~ Phone ~ · F~ ~ F~ ~ JI I 111 SECOND AMENDMENT THIS LEASE AMENDMENT entered into th/s day of May, 1999, by and between PNC Bank, N.A. ("Landlord") and Productivity Point Iht'l-Allentown, Inc., successor by merger to Anderson Associates, Inc. ("Tenant"). WITNESSETH, that; WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated August 22, 1996, as amended by Lease Amendment dated May 12, 1998 (collectively, "Lease") for certain premises consisting ofh total of approximately 5,494 rentable square feet on the first floor of the buildiag known as PNC Ban~.. Btffidmg located at 4242 Carlisle Pike in Camp Hill, PA (the "Leased Premises"); and WHEREAS, Landlord and Tenant wish to expand the amount of space under Lease on the first floorofthe Building from 5~4_94 rentable square feet to a new total of approximately 7,170 rentable square feet (a net space expansion of approximately 1,676 square feet (the "Additional Space''), consisting of space identified as "Additional Space" on EXhibit "A"), on the terms hereinafter stated. - .NOW, THEREFORE, fo~ goodS,md valuable consideration, the receipt and sufficiency whereof is hereby acknowledged and with ~e intent to be legally bound hereby, Landlord and Tenant agree as follows: 1. The foregoing recitals are hereby incorporated herein by this reference: 2.. Ail terms not defined in this Lease Amendment shall have. the meanings ascribed to such terms in the Lease. 3. The commencement date of the Lease with respect to the Additional Space shah be June 1, 1999 (the "Additional Space Commencement Date"). In the event Landlord fails to deliver to Tenant possession of the Additional Space, Landlord shall not be liable for damages caused thereby. · 4. All rights and rent obligations under the Lease as to the Additional Space shall commence as of the Additional Space Commencement Date. On that date, the Additional Space shall become part of the Leased Premises and the revised basic rental schedule for the balance of the term of Tenant's Lease shall be as follows: FROM TO Rent/Month 5/15/99 10/14/99 $ 9,828.88 10/15/99 10/14/00 $ 10,123.74 10/15/00 10/14/01 $ 10,427.45 2--22-02; 4-: 381:::'M; ~ea i l:y 5, The rentable square f~et of the entir~ Leased Pmraisas uncl~r t/ac Lease shall total 7,170 rental square feet as of the Additional Space Commenceanent Date; 6. The Additional Space shall be delivered to T~t, in an a.~-is, where-is condit/on, upon full execution of this Amendment so that Te~,nt may complet~ any Landlord approved improvements to the Additional Space. Tenant shall be subject to all the terms and conditions of the Lease as of the date of taking possession of the Additional Space. Notw/thstanding the above, Landlord herein agrees to complete renovations to the Additional Space limited to thc addit/on of/nter/or walls, electrical outlets, patching ofe~ng wa[lcover~gs and carpet and all necessary build/ng standard p~inting, all at Landlord's exp~.m. All tenant improvemer~s must be based upon draw/rigs approved by Landlord and T~ant and must be constnmt~ in accordance w/th all al~plicabl¢ laws, niles, and r~gulafions aud in accordanc· ~ the t~ms of the Lease. In the event Landlord fa/Is to COmplete such work by the Add/t/onal Space Commencement Date, the revised r~nt sch~lul¢ slmll beg/n on tl~ date of L~ndlord's substantiai completion oftl~ wo~k. 7. This Lease Amendment slmll b~ binding upon and inure to the benefit of the parties hereto and tlm r~pective halts, succors and ass/gm. IN W1TN3ESS WHY. REeF, the parties h~to have duly executed this Leeze Am~admen~ on the date and year written above. PNC Bank~ N.A. ('Landlord) WITNESS: l~roduefivity Point Int'l-Allen~own, Inc. E~Nt<, N~tEN FLCC~ - AI=~IL ic3~3 LEA~ ~'~EA 'A' i 717 738 2342 P.02~1~2 ..% 0 Tt]T~t. P. THIRD AMENDMENT TO LEASE AGREEMENT This,~'h~i~[d ~a'nendment to Lease Agreement is made and entered into as of this day of , 2001,.~:~.y.. an~. between~~ .... ~T~NAL ASSOCIATION ("Landlord") and successor-in-interest to PRODUCTMTY POINT INT'L-ALLENTOWN, INC. ("Tenant"). WITNESSETH WHEREAS, Landlord and Tenant entered into that certain Lease Agreement dated August 22, 1996, as amended by Lease Amendment dated as of May 12, 1998 and by Second Amendment dated May 1999 (as amended, the "Lease"), pursuant to which Tenant leased from Landlord certain premises consisting of approximately 7,170 rentable square feet of space on the first (lst) floor of the building located at. 4242 Carlisle Pike, Camp Hill, Pennsylvania, all as more fully described therein (the "Premises"). WHEREAS, Landlord and Tenant desire to amend the Lease to, among other things, extend the term of the Lease for an additional one (1) year upon the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual and reciprocal promises contained herein, the Landlord and Tenant, intending to be legally bound, hereby agree that: 1. The foregoing recitals and definitions are hereby incorporated herein by this reference. All capitalized terms used in this Amendment and not' herein defined shall have the meaning given to such capitalized term in the Lease. 2. Notwithstanding anything to the contrary contained in the Lease, the term of the Lease is hereby extended for an additional one (1) year term commencing October 15, 2001 and~ terminating October 14, 2002 ("Extended Term"). Annual Rent for the Extended Term shall be $131,385.87 payable in equal monthly installments on the first day of each consecutive month in the amount ors 10,948.82, commencing on October 15, 2001. 3. Tenant hereby ratifies and confirms that its right to extend the term of the Lease for five (5) years is terminated and of no further force and effect and that it is not entitled to receive nor is Landlord obligated to pay any refurbishment allowance or any other payment under the Lease in connection with the extension of the term of the Lease. 4. The Tenant acknowledges and agrees that (i) Tenant has been in OccupanCY of the Leased Premises, and has taken the Leased Premises, in an "AS IS, WHERE IS" condition without any construction obligations on the part of Landlord, (ii) the Landlord has made no representations or warranties concerning the condition of the Leased Premises or any fixtures or other equipment" located therein and has no obligation to make any alterations, additions or Page 1 of 2 repairs in preparation for the tenancy of contemplated under this Agreement and (iii) Tenant has no further options to extend the Lease. 5. Tenant hereby certifies that Landlord is not in default of the Lease. 6. Except as modified herein, all other terms, conditions and provisions of the Lease shall continue in full force and effect and same are hereby ratified and confirmed. 7. This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 8. This Agreement may be executed in counterparts but all counterparts shall constitute but one in the same document. 9. The execution of this Agreement has been duly authorized by Landlord and Tenant and constitutes the legal, valid and binding obligation of Landlord and Tenant enforceable in accordance with its terms. In Witness Whereof, the Landlord and Tenant have caused this Third Amendment to Lease to be executed the day and year first above written. Attest: Name: Title: PNC BANI~ATIONAL ASSOCIATION Name:, Title: PRODUCTIVITY POINT INTERNATIONAL, INC. Name: Title: Page 2 of 2 1-- 8-03; I 2 : 3&Pb'l; ~ea i ~:y ;570 31::~1',1-06-2003 :21: 02 412 PNC REALTY SERU ICES FOURTH AMENDMENT TO LEASE AGREEMENT into as of this ~ ~ day of NATIONAL ASSOCIATION ("Landlord") INTERNATIONAL, INC. ("renant"). (this "Agreement")' is made and entered ,2002, by and between PNC BANK, and PRODUCTIVITY POINT WITNESSETH WHF, REAS, Landlord and Tenant entered into a Lease Agreement dated August 22, 1996 as amended by Lease Amendment Agreement dated May 12, 1998, Second Amendmen~ Agreemont dated May 1999 and Third Amcndm~t to L~asc Agreement dated October 16, 2001 (as amended, the "Lease") pursuant to which Tenant leased from Landlord certain prem{~es consisting of approximately 7,170 rentable square feet of space on thc first floor of thc building located at 4242 Carlisle Pike, Camp Hill, Penn.qytvania, all as more fully described in the Lease (the "Leased Premises"). WHEREAS, Landlord and Tenant desire to amend the Lease to, among other ~hi,~, (i) extend the term of the Lease for an additional two (2) years, 17 days (the "Extended Term"), (ii) increase thc base rent payable under the Lease, and (iii) decrease the square footage of the Leased Premises by .994 rentable square feet so that the Leased Premises will be 6,176 nmtabl¢ square feet as shown on Exhibit A attached hereto upon the tcnus and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual and reciprocal promises contained herein, the Landlord and Tenant, intending to be legally bound, hereby agree that: 1. The foregoing recitals and definitions are hereby incorporated herein by this reference. All capitalized terms used in fltis' Agreement and not herein defined shall have the meaning given to such capitalized term in the Lease. 2. Thc rentable square feet of the Leased Premises of 7,170 rentable square feet shall he reduced by 994 rentable square feet (thc "Sun'mdcred Space'') to a total of 6,176 rentable square feet as detailed' on Exhibit A attached hereto, Tenant shall surrender the Surrendered Space in the condition required under the Leasc and otherarise in broom dean condition and fi-cc of tenancy on or before October 15, 2002. From and after October 15, 2002, all references to the Leased Premises shall mean and refer to the premises detailed on Exhibit A attached hereto. 3. Thc term of the Lease is hereby extended for an additional two (2) year, 17 day period from October 15, 2002 through October 31, 2004 ("Extended Term"). Tenant shall surrender the Leased Premises to thc Landlord in the condition required under the Lease and otherwise in broom clean condition and flee of any tenancy on or before October 3 I, 2004. Page I of 3 E~N-06-20~3 11:03 PNC REALTY SERUICES :570 9~1 ~123 # 4/ 412 ?62 5199 P.O~ 4. The annual base rent for the first year of the Extended Term shall be $118,88lt.00 payable by Tenant in equal monthly installments of $9,907.33 on the first day of each month commencing November 1, 2002 until Octol~z 31, 2003. Upon execution of this Agreement, Tenant shall pay rent for the period of October l $, 2002 to and including October 31, 2002 in the amount of $$,$37.25. The annual base rent for the second year of the Extended T~m shall be $123,:520.00 payable by Tenant in equal monthly installments of $10,293.33 on the firs~ day of each month commencing November 1, 2003 until October 31, 2004. 5. The Tenant acknowledges and agrees that (i) Tenant currently occupies the Leased Pr~mises, and has taken and accepted tl~ Leased Premises, in an "AS IS, WHERI~ IS" condition without any constru~on obligations on the part of Landlord, (ii) the Landlord has made no representations or warranties concerning thc condition of the Leased Premises or any fixtures or other equipment located therein, and (iii) Landlord has no obligation to make any alterations, additions or repairs in preparation for the Extended T~'m. 6. Paragraph 11 (Lessee's Insurance) of the Lease is hereby amended and restated in its entirety as follows: (a) Lessee shall, at ~ts sole cost and expense, maintain durin~ the term hereof ,.pr,op..ercy_aamage uam~.ty msurauce adequate to protect Lessor and Le"s~or's agents against dal~ility t~r injury to or death of any person in cormection with the use, ope~tion or condition of the Leased Pre-mists and Lessor's property. Such liability insurance at al~/times shall be in the amount of not less than Two Million and 00/100 Dollars ($2,000000) fo/injuries to persons in one accident, not less than Two Million and 00/! 00 Dollars (~or injury to any one person and not less than Two Million and 001100 Dollars ($2,000,000) with respect to damage to property. If; in the reasonable opinion of the insurance broker retained by the Lessor, the amount of the liability insurance or the coverage afforded thereby at any time is not adequate, Lessee shall increase and alter the insurance coverage as required by Lessors insurance broker. (b) Lessee shall at all times during the Lease term maintain in effect policies of insurance covering its leasehold improvements (including any altera6ons as may be made by the Lessee), trade fixtures, merchandise and other personal property from time to time in or on the Leased Premises, in an amount not less than One Hundred Percent (100%) of their actual replacement cost, providing protection against all risks of physical damage. In addition, Lessee shall carry business risk insurance (including, but not limited to, business interruption insurance) covering a Ix'tied of at least onc (1) year and in au amount sufficient to cover all insurable business risks during such period. (c) All insurance required to be carried by Lessee shall be issued by responsible insurance companies, qualified to do business in the locality where the Leased Premises are loCated and reasonably acceptable to Lessor and shall provide (i) that no change or cancellation of said policies shall be made w/thout thirty (30) days prior written notice to Lessor and Lessee; Page 2 of 3 JRN-06-2003 11:03 . .PNC REALTY SERUICES /.- 412 ?62 5199 P.~Sxla6 (ii) that any coverage of Lessor or sum payable to Lessor shall be unaffected by any act or omission of Lessee or any other insured which might otherwise result in forfeiture of said insurance; and (iii) that the insurance company issuing the same shall not have any right of subrogation against Lessor or Lessors insurer. Each policy and renewal shall Dame the Lessor as an additional insured. Copies of all policies or certificates evideacing thc existence and amoum~ of said insurance shall be delivered to Lessor by Lessee within ten (1 O) days after sigr~g of thc Lease, as well as all renewals upon expiration of any such policy. Each policy shall also contain provisions required by any mortgagee o£Lessofs pm. perW or any portion thereof. If Lessee fai]~ to adhere to the requirements of this Section 1 I, Lessor, in addition to any other remedies it may have, may order such insurance and ch~g¢ the cost thereof to Lessee, which amotmt shall be payable by Lessee upon demand as Additional Rant." 7. Tenant hereby certifies that (a) Landlord is not in default of the Lease, and Co) Tenant has no further options to extend the term of the Lease. 8. Except as modified herein, all other terms, conditions and provisions of the Lease shall continue in tull force and ~ffcct and same are hereby ratified and confirmed. 9. This Agreement may be executed in any number of counterparts, cach of which, when so executed and delivered, shall be an original, and all such counterparts shall together constitute one and the same document. 10. Each party represents and warrants to thc other party that the execution of this Agreement by such party has been duly authorized by such party and constitut~ thc legal, valid and binding obligation of such party enforceable in accordance with its terms. In Witness Whereof, thc Landlord and Tenant have executed or caused this Agreement to be executed thc day and year first above written. Attest: Title: PRODUCTIVITY POINT ENTERNATIONAL, INC. Name: Title: C~ Page 3 of 3 1-- 6--03; 12:34~M;~01~ Ser'vicss J~N-~6-2803 li: 03 I- PNC REIqLTY SERUICES ;570 9~1 6123 412 762 $i99 P. 06/la6 .?' ,, . .,:.;. , January 6, 2003 PNC Fax - 1 pg- 919-326-6373 & Regular Mail Mr. Michael Kaolin Productivity Point International, Inc. 4515 Falls of Nenso Road Raleigh, NC 27609 RE: Lease Agreement Between Productivity Point International, Inc. ("Tenant") and PNC Bank, National Association ("Landlord") for the rental of 6176 SF of first floor space at 4242 Carlisle Pike, Camp Hill, PA. Dear Mr. Kaelin: Pursuant to the terms of the Lease by and between Tenant and Landlord, your rent is due..."in advance and without notice, demand or set off, on the fu-~t day of each calendar month..." This letter is to inform you that PPI is currently in Default under the Lease for failure to pay any installment of Basic Rent, Additional Rent or any other sum provided for under the Lease Period. Rent due immediately: November Basic Rent November Additional Rent TOTAL November Due $9,907.33 ' 990.73 $10,898.06 December Basic Rent December Additional Rent TOTAL December Due $9,907.~3 990.73 $10,898.06 TOTAL DUE $21,796.13 Pursuant to the terms of the Lease, you have fifteen (15) days from the date hereof to cure the aforesaid Default. If this D~fault is not cured as required, Landlord may pursue its legal fights and remedies against you. Any failure of Landlord to list all Defaults under the Lease or to pursue remedy against you, either at the present time or any time in the future, shall not constitute a waiver of Landlord of any rights or remedies against you m connection with such Default. If you have questions please call me at 570-961-6247. Sincerely, Regional Vice President The PNC Financial Services Group 201 Penn Avenue Scranton Pennsylvania 18503 JOHN E. SLIKE ROBERT C. SAIDIS GEOFFREY S. SHUFF ~Alvl'ES O. FLOWER, JR. CAROL J. LINDSAY KIRK S. SOHONAGE THOMAS E. FLOWER LINDSAY GINGRICH MACLAY JACLYN M. SMITH LAW OFFICES SAIDIS, SHUFF, FLOWER & LINDSAY A PROFESSIONAL CORPORATION 2109 MARKET STREET CAMP HILL, PENNSYLVANIA 17011 TELEPHONE: (717) 737-3405 - FACSIMILE: (717) 737-3407 EMAIL: attorney@sst-law.corn www.ssfl-law.com CARLISLE OFFICE: 26 W. HIGH STREET CARLISLE, PA 17013 TELEPHONE: (717)243-6222 FACSIMILE: (717)243-6486 REPLY TO CAMP HILL February 11, 2003 VIA CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND REGULAR MAIL Productivity Point International, Inc. c/o George Anderson Anderson Associates, Inc. 1605 North Cedar Crest Boulevard Suite 402 Allentown, PA 19104 Productivity Point International, Inc. c/o Mr. Michael Kaelin 4515 Falls of Meuse Road Raleigh, NC 27609 Productivity Point International, Inc. 4242 Carlisle Pike First Floor Camp Hill, PA 17011 Lease Agreement Dated August 22, 1996, as Amended by Lease Amendment Documents Dated May 12, 1988, May 1999, October 16, 2001 and October 15, 2002 (as Amended, the "Lease") Between Productivity Point International, Inc. Successor in Interest to Productivity Point Iht'l- Allentown, Inc. ("Tenant") and PNC Bank, National Association ("Bank") for Approximately 7,170 Rentable Square Feet on the First Floor of the Building Located at 4242 Carlisle Pike, Camp Hill, Pennsylvania (the "Leased Property") Gentlemen: PNC Bank, National Association ("Bank") has requested our finn to pursue its rights and remedies in connection with the Lease identified above, as amended. As you are aware, by letter dated January 6, 2003, the Bank informed Productivity Point International, Inc. of its defaults under the Lease for the reasons set forth therein and provided fifteen (15) days from the date of the letter to cure the defaults. As of the date hereof, Productivity Point International, Inc. has failed to cure the defaults under the Lease and Bank hereby declares Productivity Point International, Inc. to be in default of the terms and conditions of the Lease and hereby accelerates all mounts due in connection with the Lease and demands the immediate payment of all amounts due in connection with the Lease which, as of January 28, 2003, is $245,380.15 calculated as follows: a. Rent due for November 1, 2002: $ 9,907.33 b. Late fees for November 2002: $ 990.73 c. Rent due for December 1, 2002: $ 9,907.33 d. Late fees for December 2002: $ 990.73 e. Rent due for January 1, 2003: $ 9,907.33 f. Late fees for January 2003: $ 990.73 Rent due February 2003 through October 2003 being nine months at $9,907.33 per month: $ 89,165.97 Rent due November 2003 through October 2004 being twelve months at $10,293.33 per month: $123.520.00 Total due to the Bank as of January 28, 2003: $245,380.15 Please deliver payment of the $245,380.15 to my office immediately. Checks must be made payable to PNC Bank, National Association and be in the form of immediately available funds. As a result of the above defaults under the Lease, in addition to any other remedies available to Bank under the Lease and at law or in equity, the Bank hereby terminates the term of the Lease effective immediately and demands that Productivity Point International, Inc. vacate the Leased Property and surrender quiet and peaceable possession of the Leased Property to the Bank immediately. Nothing herein shall be construed as an offer to compromise the amounts due to the Bank under the Lease or as a commitment on behalf of the Bank to accept any terms and conditions in exchange for the payment of all amounts due under the Lease except for the immediate payment of all amounts due under the Lease. This letter shah be without prejudice to and shall not be deemed a waiver or postponement of any rights or remedies available to the Bank, including, without limitation, the Bank's rights to accept partial payments without waiving demand for payment in full of all obligations due under the Lease or reinstating Tenants' obligation. Neither this letter nor any subsequent discussion shall be deemed offers to waive any defaults under 'the Lease. The Bank looks forward to Productivity Point International, Inc. vacating the Leased Property and payment of the $245,380.15 in the immediate future. Very truly yours, GSS/jas cc: Joseph D. Gibbons Vice President & LINDSAY CERTIFICATE OF MAIUNG ~aidis, Shuff, Flower & L~ndsa-~ 2109 Market 'Stre ~t/'.:~,.~ Camp Hill, PA: 17Q=i · __ -~ / MAY 1//~ ~117 ~'U.~. (~o~nlml~ ~ Postage Certified Fee Return Receipt Fee (Endorsement Required) Restricted Detivery Fee (Endorsement Required) Total Postage & Fees s $0,37 $!.75 $ Recipient's Name (Please Print Clearly) (to be completed ~)y mailer)r, arree , pt. NO.~ or P~, Box No .... ''"'~.~. .......... ~.z.~2..._..~._7._~d.¢._.....¢.: v.q ~_; cs~ State, ZIP+4 . ' ............................................ r,- m Postage Certified Fee I.J'l Return Receipt Fee I%1 (Endorsement Required) r-1 Restricted Delivery Fee I'-1 (Endorsement Required) Total Postage & Fees $ f8.37 S2,,fO Sl.75 $0.00 $ 0011 , 08 Postmark- Here . ;; ;," ..ZI R ~ _Ll~ecipient's Name~Please Pnnt Clearly) (to be completed by mailer) I:~ I Stre~et, Apt. No~o'r'~'~ ~o~"~,o.'"~, '"~'_' ....... ~-~ .................... Z, [.~. .~.t.~ ..... .~..q. ~t~ ..... ~...i ..... (...~.~ ...... ~ ............. ~., ZIP+4 r.~ Certified Fee Return Receipt Fee (Endorsement Required) Restricted Delivery Fee (Endorsement Required) Total Postage & Fees $2.30 ... , $0.00 ' $ M,.(2 ';,~ PoStmark, Name .~/ease Print Clearly) (to be completed by mailer) ..................... ..... · ~'l'r"(,5'~'J4~'r' 5FlJ. l)I5 5HUFF r'IRSLFIND 512 P13/1:3 .TI:IN 30 '03 14:44 PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ·NO. .. · CIVIL ACTION - LAW - CONFESSION OF JUDGMENT IN EJECTMENT VERIFICATION I, Joseph D. Gibbons, Vice President, for PNC Bank, National Association a/k/a PNC Bank, N.A., being authorized to do so on behalf of PNC Bank, National Association a/k/a PNC Bank, N.A., hereby verify that thc statements made in the foregoing pleading arc true and correct to tho best of my information, knowledge and belief. I und~wstand that false statements heroin are made subject to the pcnaltics of 18 Pa. C.S. Section 4904, relating to unswom falsification to authorities. PNC BANK, NATIONAL ASSOCIATION AIK/A PNC BANK, N.A. PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION - LAW CONFESSION OF JUDGMENT-POSSESSION TO: NOTICE Productivity Point International, Inc., Successor in Interest to Productivity Point Int'l- Allentown, Inc. Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby notified that a JUDGMENT BY CONFESSION has been entered against you in the above proceeding and that enclosed herewith is a copy of all the documents filed in support of the said judgment. IF YOU HAVE ANY QUESTIONS CONCERNING THIS NOTICE, PLEASE CALL: GEOFFREY S. SHUFF, ESQUIRE TELEPHONE NUMBER: (717) 761-1881 Prothonotary PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. (:~3 ~ CIVIL ACTION - LAW CONFESSION OF JUDGMENT IN EJECTMENT ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of the undersigned on behalf of PNC Bank, National Association, aflda PNC Bank, N.A., Plaintiff in the above captioned matter. Date: Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY ~,~/l/¢ ~ By: 2109 Market Street Camp Hill; PA 17011 (717) 737-3405 Attorney for Plaintiff PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW · CONFESSION OF JUDGMENT IN EJECTMENT CERTIFICATE OF ADDRESSES I hereby certify that the precise address of Plaintiff, PNC Bank, National Association a/k/a PNC Bank, N.A., is 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011; and that the last known address of the Defendant, Productivity Point International, Inc., Successor in Interest to Productivity Point Int'l-Allentown, Inc., is 4515 Falls of Neuse Road, Raleigh, North Carolina 27609 and Suite 150, PNC Bank Building, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011-4158. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY By: .r..'~'~.--~d~f~ / ~S~ppreme Court ID #24848 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant · IN THE COURT OF COMMON PLEAS · CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW CONFESSION OF JUDGMENT IN EJECTMENT PETITION TO STRIKE JUDGMENT REQUEST FOR PROMPT HEARING I hereby certify that I did not voluntarily, intelligently and knowingly give up my right to notice and hearing prior to the entry of judgment. I petition the court to strike the judgment on this ground and request a prompt hearing on this issue. I verify that the statements made in this Request for Hearing are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. {}4904 relating to unswom falsification to authorities. Notice of the hearing should be given to me at Street Address City, State Telephone Number Date: Defendant PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOW1~ lC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION- LAW CONFESSION OF JUDGMENT IN EJECTMENT PRAECIPE FOR WRIT OF POSSESSION UPON A CONFESSED JUDGMENT TO THE PROTHONOTARY: Issue a writ of possession upon the judgment in ejectment entered by confession in the above matter for possession of the Le-X-ased Property situate in Cumberland County, Pennsylvania known as Suite No. 150 on the first floor of the PNC Bank Building, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011-4158 Certification: I certify that: (1) (2) This Praecipe is based upon a judgment entered by confession, and Notice pursuant to Rule 2973.3 will be served with the writ of possession. Date: c~////6 ~ Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY By: 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK, N.A., Plaintiff Vo PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 03-747 CIVIL TERM .- : · CIVIL ACTION - LAW · CONFESSION OF JUDGMENT IN EJECTMENT PRAECIPE TO THE PROTHONOTARY: Please mark the above-captioned action settled, discontinued and ended· Date: April 24, 2003 Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY By: 848 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff