Loading...
HomeMy WebLinkAbout03-0750PNC 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 CONFESSION OF JUDGMENT Pursuant to the authority contained in the warrant of attomey, 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 favor of the Plaintiff and against Defendant 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 Januaryl,~2003: $ 9,907.33 f. Late fees for January 2003: $ 990.73 g. Rent due February 2003 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: $ 89,165.97 $123,520.00 go Attorneys' Commission: Total due to the Bank as of January 28, 2003: $ 24~538.02 $269,918.17, plus interest and costs of suit. Date: c~9/~1/0~ Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY By: 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 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 · CIVIL ACTION - LAW IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CONFESSION OF JUDGMENT COMPLAINT FOR CONFESSION OF JUDGMENT UNDER RULE 2951 The name and address of the Plaintiff is PNC Bank, National Association, a/k/a PNC Bank, N.A., 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011. 2. The name and last known address of the Defendant is Productivity Point International, Inc. Successor in Interest to Productivity Point Int'l-Allentown, Inc., 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 (the "Leased Property"). A true and correct photostatic reproduction of the original of the Lease, including all amendments is attached hereto as Exhibit "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 Plaintiff has notified Defendant of such default and provided the fifteen (15) day opportunity to cure such defaults by letter dated January 6, 2003. A copy of Plaintiff's letter dated January 6, 2003, is attached hereto as Exhibit "B" and made part hereof. 5. As of the date hereof Defendant has failed to cure the defaults under the Lease and Plaintiff has demanded 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 consumer credit transaction. 7. There has not been any assignment of the Lease. 8. Judgment has not been entered on the Lease in any jurisdiction except that a judgment by confession in ejectment on the Lease is being entered simultaneously herewith before the Court of Common Pleas for Cumberland County, Pennsylvania. 9. The amount due to Plaintiff as a result of Defendant's default is as follows: mo ho Rent due for November 1, 2002: $ 9,907.33 Late fees for November 2002: $ 990.73 Rent due for December 1, 2002: $ 9,907.33 Late fees for December 2002: $ 990.73 Rent due for January 1, 2003: $ 9,907.33 Late fees for January 2003: $ 990.73 Rent due February 2003 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: 2 $ 89,165.97 $123,520.00 Attorneys' Commission: Total due to the Bank as of January 28, 2003' $ 24,538.02 $269,918.17 WHEREFORE, Plaintiff demands judgment against Defendant, Productivity Point International, Inc., Successor in Interest to Productivity Point Int'l-Allentown, Inc., as authorized by the warrant of attorney contained in the Lease for Two Hundred Sixty-Nine Thousand Nine Hundred Eighteen and 17/100 Dollars ($269,918.17) plus interest and costs of suit. Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Date: c~//[/0~ By: sGupreme CourtU]fDf' #~4q~ij~ 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff 3 EXHIBIT LEASE AGREEMENT [Multi-Tenant] MADE this ~2 ~dday of [~-~ ,,.; ~L ,199 ~ , by and between PNC Bank, N.A. hereinafter called "Lessor" and Anderson Associates, In~', TIA Produ~tivi~ Point Intemati'~nal, hereina~er called "Lessee". WITNESSETH THAT: I. LEASED PREMISES. Lessor hereby demises and leases to Lessee and Lessee hereby accepts and hires from Lessor tha~ certain office space (the "Leased Premises") consisting 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) PAR.KING. 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 of this lease. (B) TENANT IMPROVEMENTS. Lessor shall provide the tenant improvements as shown on Exhibit "B", with said improvements matching 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 del'reed 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 Ri~t Of First Refusal to lease the remaining vacant space made available by Lessor on the fast floor of the Building. Upon presentation fi.om Lessor of a bona fide outside offer on such space, Lessee shall have one (1) 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's. aid offer, or. relinquishing the Right °fFh-st Refusal on said' expansion space. (D) GENERAL STATEMENT OF CONDITION. Lessor hereby certifies that the Building is presently maintained in a first-class manner similar to other Fast-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) PRIMARY TERM. The Primary Term shall commence on the 15th day of October, 1996 ("Commencement Date") and shall end at $: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 Lessor's 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 of this Le~e for t~vo (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 First 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 following 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, 1988 (1982-1984=100), as promulgated by the Bureau of Labor Statistics 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, conversion factor or table published by the Bureau of Labor Statistics, or any successor or similar government agency as shall be most nearly equivalent thereto. , ' (b) The Base Rent'due hereunder shall be adjusted annually commencing on the first day of the Second Renewal Term, and on each anniversary thereafter (each such date being called an "Adjustment'Date"). On each Adjustment Date, the rental for the succeeding twelve (I2) month period shall be calculated as follows: the Base Rent paid by Lessee to Lessor shall be mu ltiplied by a fraction, the numerator of which shall be the Index published for the third month immediately preceding the Adjustment Date; and the denominator of which shall 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 year;, 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 °fany downward movement in the Index (c) On or prior to each Adjustment Date, Lessor shall provide Lessee with a statement setting forth the '--axtju=auents computed in accordance with paragraph (b) above, together with the new monthly rent due and payable on the Adjustment Date and the ftrst day of each month thereafter until the fullowing Adjustment Date. (C) OPTION TO TERMINATE. Lessee, if not then in default under the Lease, shall have the fight, 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 transferred to another banking or financial hast itution.~ (D) SURRENDER AT El~D OF T~R~; WAIV~.R. Lessee shall immediately surrender possession of the Leased Premises at the expiration of the Primary Term or of any 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, all keys, plastic cards or other entry devices for the Leased Premises, the Build~ng and its appurtenances. LESSEE WAIVES ALL RIGHT TO ANY NOTICE WHICH MAY BE REQUIRED UNDER ANY LAWS NOW OR HEREAFTER ENACTED AND IN FORCE IN PENNSYLVANIA, INCLUDI'NG THE LANDLORD AND TENANT ACT OF 1951, 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 PRIMARY TERM OR OF ANY RENEWAL TERM WITHOUT FURTHER NOTICE FROM LESSOR, (E) HOLDING OVER. Lessee shall not remain in possession of the Leased Premises after the termination of this Lease without the prior wrinen 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 rate e. qual to 200% oftheren~l rate otherwise in effect. 3. RENT. (A) 'BASIC RENT. Lessee agrees to pay to Lessor (or to Lessors Managing Agent, if above named) at Lessors address above set forth (or at such other place as Lessor or Lessors Managing Agent shall from time to time designate in writing), in lawful mosey 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 expiration of the Primary. Term, the sums set forth below. FROM TO MONTHLY RENTAL '~/ctober 15, 1996 October 14, 1997 $ 5,812.50 /October 15, 1997 October 14, 1998 $ 5,986.88 h/October 15, 1998 October 14, 1999 $ 6,166.49 October 15, 1999 October 14, 2000 $ 6,351.48 ANNUAL RENTAL 69,750.00 73,997.88 76,217.76 October I5, 2000 October 14, 2001 S 6,542.02 $ 78,504.24 · · s opuon, a monthly late of the monthly Basic Rent shall be dur -'d payable by Lessee az Additional Rent for e' 'and every month that said monthly Basic Rent is delinquent. (B) LESS THAN A MONTH. In the event that this Lease commences on a day other than the first day of a 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~t day of the last month az the case may be. (C) ADDITIONAL RENT. In addition to Basic Rent, Lessee shall promptly pay to Lessor ali other sums of money and charges wh ich have been designated herein az Additional Rent. 4. UTILITIES AND 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 Window Washing (Exterior) LESSEE: (Interior) By Other:. Snow & Ice Removal Trash Disposal All 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 constructive eviction shall be claimed or allowed because of the interruption or curtailment of any services or utilities in or to the Leased Premises or fi.om improvement~ 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 az 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 init/al term of this lease. (E) ELECTROMAGNETIC INTERFERENCE. Lessee hereby accepts the base building condition in an "as-is" condition, subject ~o~e~tenaat improvements defined herein. Lessor hereby certfies 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 AND REGULATIONS. Lessee, its employees, agents and invitees, shall comply wit~ 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, plumbin~o, sanitary, heating, ventilating, a/r conditioning and other facilities and appliances in the Leased Premises. -' (g) 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 fi.om other tenants in the Building and determines ia its sole judgment, that Le~see'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 wilfully 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 of 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 Lessee's sole cost and expense, take whatever action is necessary to cause such liens to be satisfied and discharged. Lessee shall obtain and file appropriate lien waivers prior to the commencement of any work by Lessee in the Leased Premises. (E) Indemnify and save harmless Lessor from any and all loss, cost, expense and damages of any nature, arising out ~f or in any manner related to Lessce's breach of any of its covenants and obligations hereunder or to Lessee's use and occupancy of the Leased Pre mises. 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 structural 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 r~ponsible for repairing any damage to the Leased Premises which is caused by leakage of pipes, windows, roofs or exterior wails or which is caused by Lessor, its employees, agents or invitees, la 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 (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, walls, floors, carpeting and doors. Lessee shall at all times and at its sole cost and expense, maintain ia a neat, clean and orderly condition and repair all f'Lxmres, 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 all 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, negligent or illegal act or omission of Lessee, its employees, agents or invitees, except for damages resulting fi.om unintentioEal or negligently caused fire orother hazard. ' (3) Repair Standards. All maintenance and repairs by Lessee shall be made in a fa'st 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 following 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 Lessors remedies set forth in Section 17. CD) EMERGENCY REPAIRS. Whenever emergency repairs which are the responsibilitT, of Lessor are required to preserve the essential tenantability of the Leased Premises, the same shall be undertaken by lJessor 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 xvork with due diligence and in a manner so as to minimize interference with Lessee's business. (F') REPLACEMENTS; RENEWALS. Whenever used in this Section 3, the term "repair" shall include all necessary replacements and renewals. 9. ALTERATIONS; ADDITIONS. (A) BY LESSEE. Lessee shall not make anv alterations, additions or improvements to the Leased Premises without the prior written approval of Lessor. All such work shall be 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 xvho 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 such alterations, additions or improvements by Lessee, Lessee shall furnish Lessor with current "as built" plans and specifications reflecting such alterations, 'additions or improvements. (C') OWNERSHIP OF IMPROVEMENTS; REMOVAL Unless otherwise agreed to in writing, all alterations, additions or improvements constituting any pan 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, ifnot in default, m~ remove any other alterations, additions, fkmres, 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, improvements, trade fuctures, 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, shelvin~ drapes, shades, furniture, wiring and plumbing) as may be specified in writing by Lessor. (D) REPAIR OF DAMAGES; RESTORATION. Lessee shall complete the removal of all such property referred to in Subsection (C) above prior to the termination of the Primary Term or Renewal Term, as the case may be, repair all damages resulting therefrom and make proper restoration of the Leased Premises. 10. ACCESS. Lessor hereby reserves the right on behalfofitself, its employees and agents to enter the Leased Premises at all reasonable times for the purposes of inspection, making repairs or improvements or to eXhibit the Leased Premises to prospective tenants, purchasers, mortgagees, appraisers, insurers, contractors or workmen without liability to Lessee for any loss of quietly enjoyment of thc 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. l 1. LESSEE'S INSURANCE. (a) Lessee shall, at its sole cost and expense, maintain during the term hereof'worker's compensation insurance in an amount required by law and bodily injury liability and property damage liability 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 Lessor~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 less than Five Hundred Thousand Dollars ($$00,000) flor injury to any one person and not less than Five Hundred Thousand Dollars ($500,000) with respect to damage to property, iS 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 Lessor's insurance broker (b) Lessee shall at all times during 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 property from time to time In or on the Leased Premises, in an amount not less than One Hundred ('! 00) Percent of'their actual replacement cost. providing protection against all risks covered by standard form of"Fire and Extended Coverage Insurance," together with insurance against vandalism and malicious mischief. In addition, Lessee shall carry, business risk insurance covering a period of at least one year and in an amount sut'ficient 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 without thirty (30) days pr/or 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 other, vise 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 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 delivered to Lessor by Lessee upon request. Each policy shall also contain provisions required by any mortgagee of Lessor's property or any portion thereof. Copies of all policies or certificates evidencing said insurance shall be delivered to Lessor at least five (5) 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. Ir'Lessee flails to adhere to the requirements oflthis Section 8, 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 Additional Rent. 12. DAi~,IAGES 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 ffu'e or other casualty but not to such extent as to render the same wholly untenantable, 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 fi.om 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 Premises wholly untenantable, the rent shall cease from the date of'such destructio~ until such time as the Leased Premises are restored and rendered tenantable. Further, in the event (i) of damage which cannot be repaired within three (.~) months. (ii) Lessot's mortgagee elects to or, r · ,e the insurance proceeds and not to apply ti, 'ne towards re-oration, or (iii) the cost of repair to the entire damage is more tha.. ~$% of the replacement cost of the Building t~,_ -eased Premises is [orated, Le~or shall bare the option of terminating this Lease Agreement. In the event of'such termination, Lessor shall refund to Levee any rent allocable to the period subsequent to the occunence o~'said fire or other casualty. Lessee shall thereupon sun'ender possession of the Leased Premises and all keys and personal property to Lessor. In the event of the exercise of such option to terminate, Lessor shall serve written notice on Lessee within forty-five (45) days ~rom 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 dangerou~ or defective condition within the Leased Premises immediately upon ~e occurrence of such fire or other casualt'v or discovery of'such condition. Except as affected by the giving or failure to give such notice, nothing herein contained shall be dee~ed to limit or enlarge the respective rights and liabilities of either party arising fi.om the negligent act~ or conduct of the other. 13. WAIVER OF SLrBROGATION. Neither Lessor nor Lessee shall be liable to the other nor to any insurer of the other pant claiming by way of subrogation throug~ or under either one with respect to any loss, damage, injury or death to the extent that either pa~y shall be reimbursed or has the right to be reimbursed out ofb,~'~rd im-urance 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 obtain 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 transfer possession or occupancy thereof to any person, corporation, parmership 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 s~ch consent. Aay such consent, if given by Lessor, shall not release Lessee fi.om 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 furore 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 de£me the premises. - 1 ~. 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 specifiC:ally approved in writing by Lessor in advance, no sign, placard, picture, advertisement, name or notice shall be displayed, printed or aff'txed to the outside or inside of the Building, the Leased Premises or in the vicini .ty of the same. The Lessor hereby grants such writ'ten 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, Lesso~, hereby reserves the right to remove such sign at-the cost and expense of Lessee and collect the same as Additional Rent hereunder~ Upon' ~he expiration ot 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 the sign in a neat and clean condition. ltl CONDEMNATION. (A) PARTIAL TAICING. In the event that all or a part of the Leased Premises or the Building shall be taken by eminent domain or conveyed in lieu thereof (a "taking") which affects more than 25% or'the parking area and major access to the Leased Premises only, 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 TAICING. In the event that after a taking, the Leased Premises cannot reasonably be used by Lessee for the purpose for which they were leased or in the event of a: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 Sa~Tl¢. (C) WAIVER BY LESSEE; RELOCATION DAI~IAGES. Lessee waives all claims against Lessor by reason of the complete or partial taking off the Leased Premises and hereby relinquishes and assigns unto Lessor any rights and damages to which Lessee might otherwise be entitled for condemnation of the leasehold estate created bv this Lease; provided, howeve~ that Lessee shall nevertheless be entitled to make any claims which Lessee may have against th~ condemning authority for relocation dama,~es, damages for tenant improvements and any other payments lawfully due tenants as such, without diminution of the sums d~e Lessor. 1'7. LESSEE'S DEFAULT. (A) EVENTS OF DEFAULT. Any one or more of the following shall constitute an "Event of'Default" under this Lease: (I) 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 t'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 tha~ forty-eight (48) hours after receipt of notice thereof. If Lessor is unable to serve notice on Lessee in accordance with Section 29 hereof after making reaao~ efforts to do so. Lessormay, at its option, ~ ct such condition and charge Lessee for the cost ~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 res ect an o contained in this Lease which failure s .~ , e .......:A.~ _~. r..-___, .... .P.! y. ther covenant or condition hall cont..u .....vT, ,,,,~ ,~,ucea t~l says after written notice thereof by Lessor to Lessee; provided, however, that if Lessee's obligation is ofsuch nature that more than fifteen (IS) days are required for its performance, then Lessee shall not be deemed to be in default hereunder if Lessee shall commence such performance within said fifteen (I$) day period and thereaRer proceeds diligently to prosecute the same to completion. (4) Unauthorized Removal of Property. Any removal or attempted removal, without the prior authorization of Lessor, of any of Lessee's fixtures, equipment, appliances or. personal property from the Leased Premises for any reason other than in the normal and usual operation of Lessee's business. " (S) 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 appoinm~ent of a receiver for LeSSee by legal proceedings or otherwise. (7) Bankruptcy. Institution ofbanlcruptcy proceedings by Lessee, or institution of bankruptcy proceedings against Lessee which are not withdrawn or dismissed within s/xty (40) 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 ali 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 accordance with Section 21 of this Lease. Lessor shall use commercially reasonable efforts to attempt to re-let the Leased Premises or any part or parts 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, atte compasable unleased s ace rior to tt ' . ~ . rapt to lease other P p a erupting to relet the Leased Premtses. Lessor shall receive and collect all rents received from such re-letting (during the balance of the Term of this Le~e) and shall f'~rst apply such rents against the expenses which Lessor'may have incurred in recovering possession of the Leased Premises, placing the same in good order and condition for re-letting and such other ~xpenses including attorneys' fees and o~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 Lease or of'the Leased Premises. D. ACCEPTANCE OF DELINQUENT RENTALS. The acceptance by Lessor of delinquent rentals hereunder with knowledffe ora breach by Lessee of any covenant herein or condition broken shall not in and of itself be deemed a waiver of such breach or condition broken, and any pending evictior~ proceedings or actions for monetary damaffes may be prosecuted further by Lessor without prejudice based upon this action alone. E. CONFESSION OF JUDGMENT. (I) MONEY JUDGMENT. FOR VALUE RECEIVED AND UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HERE. UNDER, 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 SUIT AND ATTORaN'EY'S COMMISSION OF TEN PERCENT (10%) FOR COLLECTION, AND FORTHWITH ISSUE A WRIT OR WRITS OF EXECUTION THEREON W'ITH RELEASE OF ALL ERRORS AND WITHOUT STAY OF EXECUTION. (2) JUDGMENT IN EJECTMENT. FOR VALUE RECEIVED AND UPON TIlE 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 A'I-FORNEY (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 COMMONWEALTH OF PENNSYLVANIA, WITH RELEASE OF ALL ERRORS. LESSOR MAY 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, WITHOUT LEAVE OF COURT, AND LESSOR MAY, BY LEGAL PROCESS, WITHOUT NOTICE RE.F~n'ER AND EXPEL LESSEE FROM THE LE.a ~'D PREMISES, AND ALSO ANY PERSONS HOLDING UNDER LESS. ' (F'j 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 TO LESSOR; TERMINATION. In the event that Lessor shall fail in any material respect to perform or observe any covenant or condition required to be performed by Lessor under the terms and provisions of this Lease (which failure materially and substantially affects the tenantability of the Leased Premises), and such failure is not cured within fifteen (15) days after written matic~ s~all have been give by Lessee to Lessor, Lessee may, at its option, terminate this Lease at the end of such fifteen (15) 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 (15) 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 (15) 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, at law or in equity, nor shall such termination 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 & LEGAL COSTS. Where litigation 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 entitled to recover in addition to all other legal damages, the reasonable expenses of such litigation including attorneys' fees and other legal COSTS. o 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 its sole option, to exercise any of'Lessor'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' Lessees furniture, equipment, appliances and personal property from the Leased Premises and Lessee is delinquent in the payment of the monthly Basic Rent due hereunder 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 hereof to the effect that. unless Lessee immediately cures its default, .L,e-~or intends to re-enter the Leased Premises and take possession thereof, and that, if Lessor does so, Lessor may dispose of any remaining furniture, flxttu-es, equipment, appliances and personal property of Lessee); and shall also post the Leased ~remises 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 notice 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 of Lessor's re-entry into the Leased Premises as aforesaid, Lessor may take possession of any such remaining furniture, f'uctures, 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 leo_al costs) arising out of Lessee's abandonment, then Lessor shall return Lessees property to Lessee. The proceeds received fi'o~ any sale of Lessee's property by Lessor shall be applied as a credit against any delinquent rentals and expenses (including reasonable anomevs' fees and other le2al 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 Premises from any cause whatsoever r, quding but not limited to water, rain, snow or ;- which may leak into or issue from the Le~ed Premises or from pipes or plu, .~g in the ~ame) excepting may injury or clam~ ;suiting from the wilful, negligent or illegal conduct of Lessor, its employees, agents or invitees; provided, however, that nothing herein stated shall modify or amend Lessors ' responsibility for repair of the Leased Premises as set forth in Sect/on 8(A) of this Lease. 23. QUIET ENJOYMENT. Lo,or represents and warrants 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,J2.ss~.e. shall have and enjoy quiet and peaceable possession of the Leased Premises. It is understood that it is of the utmost ~mponance to the Lessee that any ongoing consl~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 th¢4and, 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 reque~ in furtherance hereof; provided, however, that in the event of foreclosure of any such mortgage or modification, Lessee shall attom to the purchaser in foreclosure or who shall be named in any de ed 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 NONPERFORMANCE. Failure by either Lessor or Lessee to exercise any of the respective rights hereunder upon nonperformance by the other party 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 rights 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 amendment, change or addition to this lease shall be binding upon Lessor or Lessee unless reduced to writing and signed by both panics. Z7. 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. :18. SEVERABILITY. If any particular tenn~ ~'.ovenant Or provision of this Lease shall be determined to be invalid and . unenforceable; the Same shall not affect the remaining provisions of this Lease which Shall nevertheless remain in full l~orce and effect. _ 29. NOTICES. All notices, requests, demands and other communications required or permitted under this Lease ("notices") shall be in writing, signed by or on behalf of the party giving notice and shall be deemed to have been given as follows: (a) if persaaally 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 notice shall have been' received as shown by a Certified or Registered Return Receipt. The following addresses shah be used for the foregoing purposes: LESSOR: PNC Bank, NA ATT'N: Property Administrator/Camp Hill Main 4242 Carlisle Pike Camp Hill, PA 170114158 With Copy to: LESSEE: PNC Bank, NA ATTN: Leasing Manager One PNC Pla?n, 18thFloor 249 Fifth Avenue Pittsburgh, PA 1-5222-2707 ATTN: George Anderson 1605 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 notice.of'such changed address to the other party. If ~otice is given by Certified or Registered Mail and the same is returned by the U.S. Postal Service marked ~Refused" or "Unclaimed", 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 otherwise 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 ..$i.x.. Hundred Twenty-Five Dollars ($11,625.00), which sum shall be held by Lessor, without obligation for inter~, as 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 Lessor's damages in case of Lessee's default. Notwithstanding the above, upon completion of the eighth (gth) month of the initial lease term, and provided that Lessee is not then-~urrently in 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 $$,812.$0 for the balance of Less'ee's tenancy?Lessee shall be responsible for notifying Lessor in writing to request the Security Deposit return defined herein. Upon the occurrence of any event of default by Lessee, Lessor may, fi:om time to time, without prejudice to any other remedy provided herein or provided by law, use such fund to the extent necessary to make good any arrears of rent or other payments due Lessor hereunder, and any other damage, injury, expense or liability caused by such Event of Default; 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 properW of Lessur, 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 Maned by Lessor and delivered by Lessor to Lessee. - . (B) BINDING ALL PARTIES. After this Lease shall have been fully signed b~/all parties and delivered by Lessor to Lessee, however, the same shall be binding upon and inure to the benefit of the said parties ~d their respective heirs, executors, administrators, successors and assigns. 33. WAIVER OF TRIAL BY JURY. IT IS MUTUALLY AGREED BY AND BETWEEN LESSOR AND LESSEE THAT THE RESPECTIVE PARTIES HERETO SHALL AND DO HEREBY WAIVE TRIAL BY ~URY IN ANY ACTION, PROCEEDFNG OR COU'NTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER (EXCEPT FOR PERSONAL IN/I_fRY OR PROPER'fY DAMAGE) ON ANY. MATTERS WHATSOEVER ARISING OUT OF OR IN. ANY- WAY COI~NECTED WITH THIS LEASE AGREEMENT, THE RELATIONSHIP OF LESSOR'AND LESSE-EtAND LESSEE:S . USE OROCCUPANCY OF SAID LEASED PREMISES.. IT IS FURTHER MUTUALLY' AGREED THAT-IN THE EVENT ' LESSOR COMMENCES ANY SUMMARY PROCEEDING FOR NON-PAYMENT OF RENT, LESSEE 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 first above written. WITNESS/ATTEST: LESSC~R: WITNESS/ATTEST: (Corporate' or Busine~am~ A ,~9 ' . t!~ a.corporation or other e/ftity indicate title of officer or representative ~/~ & ~La.~d., ~) ~ ~ s,gn,ng on behalf of LesseeI BUILDING: Camp Hill Main SUITE NO. I$0 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 .... thc. 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, hallways, stairways, sidewalks, parking lot and common areas shall not be obstructed by Lessee or used for any purpose other than for parking and access to the Lea~ed Premises. Le~or reserves the right to modify, enlarge or alter the arrangement and location of the entrances, hallways, stairways, sidewalks, parking and common areas from time to time without liability to Lessee; provided, however, that Lessor shall provide reasonably equivalent access and pm'king 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 ifdetermined 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. 3. 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, fa'e, safety or lighting systems of the Building and the Leased Premises nor shall Lessee change the setting of any thermostat or temperature con~'ol valves in the Building. 4. Drill Holes; D~i-ve Nails: LeSSee shall not drill holes, fasten any article or driP6 hails or crews into-the walls, ceiling, floors or partitions wfthOut the prior cor~ent-of Lessor. Notwithstanding the above~ Lessee may ha~g 15icthr6s, license§, ~tc., ofi~e~0nable: 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 fu~e of greater capacity than the safe capacity. oftl~ auikling 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 were cons~'ucted and ao 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 by 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 i~ 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 affi×ed 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 rule as well as the cost of removal of any such floor covering shall be borne by Lessee. E:tb. ibit "A" - 11 1 l. Door Mats. Lessee shall not 1: -' any door mats, rugs or planters in the hallw; ;r common areas without the prior approv, al of Lessor. 1:2. Equipment, Supplies; Delivery, Placement. Lessor may designate appropriate entries for the delivery and shipment of equipment, appliances, furniture, supplies and materials. Lessor reserves the right to prescribe the maximum weight, size and placement of all equipment, appliances, furniture, materials or other property brought into the Building. Heavy equipment, computers or other property shall (if it is determined to be necessary by Lessor), be placed on a platform of such thickness and composition as is necessary to properly distribute the weight of the same. All damages done to the Leased Premises or the Building by the movement or maintenance of such equipment and property shall be borne by Lessee. ~. 13. Business Machines. Business machines or mechanical equipment which cause vibrations, noise, cold or heat that may be . _~ed to the Building structure or to the leased space outs/de of the Leased Premises shall be placed and maintained by Lessee, at its sole cost and expense, in settings of cork, rubber, spring-type vibration eliminators or other materials sufficient to absorb and prevent such vibration, noise, cold or heat. No business machines or mechanical equipment which require unusually large amounts of electricity shall be used or installed in the Leased Premises wi~out the prior written approval of Lessor. rt. AS TO USE A_ND OCCUPANCY 14. Objectionable Uses. (a) Lessee shall use the Leased Premises only for the use specified in Section 5 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 reason of noise, odors or vibrations or interfere in any way with other tenants, their employees, agents or invitees. (b) Lessee shall not play any radio, TV, stereo, tape recorder, musical instrument or other device in such manner as to cause an annoyance or disturbance to any other tenant or tenants in the Building. (c) Lessee shall not use, store or dispose of any of the following in or about the Leased Premises, the Building or the common area.s: (i) any kerosene, gasoline or other combustible fluids or materials; (i0 any b~7~,'dous, toxic or radioactive materials or supplies; or (iii) 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. AJI trash or refuse disposal shall be placed in containers provided by Lessor. No materials shall' be placed in trash receptacles if such materials are of such nature that they may not be disposed of in the ordinary and customary manner of removing such trash or refuse, material in accordance.with local ordinances and requirements or with those of the contract carrier accepting such trash or refuse. ~' -- : . . Iii. 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 aparmaent. 19. End of Business 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 day so as to prevent waste and damage. . IlL GEI~ERAL 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 Ex. hibit "A" - 12 maintained for such purpose. , If Lessee uses the Leased Premises a~er regular business hours or on non-business days, Lessee shall immediately.lock any entrance doors to the Building a~r using the same. In the event of an emergency, Lessor resentes the right to prevent access to the Building during the continuance of such emergency or permit only limited access. 21. Outside Contract Services. Except with the prior written approval of' Lessor, no person other than those approved by Lessor shall be permitted to enter the Building for cleaning or other contract semices. 22. Advertising. Lessor shall have the right to prevent any advertising by Lessee which, in the opinion of Lessor, tends to impair the reputation of the Building and its desirability for office use. Upon written notice fi.om Lessor, Lessee agrees to refrain from or discontinue any such advertising. 23. Waiver. Lessor reserves the right to waive any one or more of these Rules and Regulations for the benefit of a particular tenant or tenants but no such waiver 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 enforcing these Rules and Regulations against any or all of the other tenants of the Building. 24. Additional Rules and Regulations. Lessor reserves the fight to make such additional changes and additions to these Rules and Regulations as in the judgment of Lessor may fi'om time to time be needful for the safety, care and cleanliness of the Building. Leased Premises and common areas and for the preservation of good order therein. Lessee agrees to abide by all such changes and additions to these Rules and Regulations. 25. Non-observance By Other Tenants. Lessor shall not be responsible to Lessee for the non-observance ofthese Rules and Regulations by other tenants. 26. Breach By Lessee; Lessor's Remedy. In the event that Lessee shall fail in a material respect to observe and comply with any of these Rules and Regulations, Lessor may give written notice to Lessee to correct or cure such non-compliance promptly upon receipt of such notice. If within five (5) days at, er receipt of such notice, Lessee shall not have corrected or cured such non- compliance with these Rules and Regulations or commenced a bona fide effort 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 Section 17 of the within Lease, upon compliance therewith. Also in 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 is hereby agreed that such expense shall be collectable as Additional Rent under the within Lease. ABOVE RULES AND REGULATIONS HEREBY ACCEPTED AND APPROVED: LESSOR: Corporate or Business Nm'he Authorized Reprgsen~ tative D~.ted: c~ /~. ! LESSEE: onalfr~te or B~e~e ,1996 Exhibit 'A'- 13 L~SI~ ~MI~NDMENT by ,.,d Bm~v~ PNC Ba, k, N.A., ('Laudlo~l"), and l~-~livity Point lm'l-Afl~m~t. Cv~ ~., succe~or by mer~ to And~'son Associa~ms, luu. ('T~t"). that: W..mc. REAS, Lmdlordand Temmt entered into that certain Lease Aareement dated Ang~lst 2:2, 1996, to~ certain premises consiminS of'a ~otal of'approximately 4,$00 rentable square feet on.tho~flrst floo~ Of-,the-building,kno,unat~l~C,~mJf~ll~0g.l~.,,.~. ~242 Carlisle P[ko ~EItEAS, L~mdloM and Teuaut wish to'expand the amoum ofspaoo uuder Lmmo on tho ¢,rst floor of tho Building (a~ shown ou attache[ E,x, hibit "A') iYom 4,$00 reutablo mqulu~ to a new total of $,494 reutablo squaro fl~ (a net ~ ~pausion o¢994 square fl~wl, 0¢ ~p~oe idemili~l am "Expami~ 8paoo" on Exh~il "A', on th~ terms herofnaflm' ~d; :WOW, TmcREFOi;LE, For good mud vmlumblo consideratiou, tho receipt and mufl]oimmcy whmreoFls hereby ae. Jmowl~dgud .~nd..withtheiut~L.m.b~,!~l~l{r bound hereby, Laudlord and 1.. Tho fore~_oipg ,r..~a~s ~ hereby/m, .o0..t~, rat, ed ~h...~,in by this reference. : :"-" :; :'./'~.::,~'~ :~::.~::~'L.. ;'..'.. .... :~ .'.' '~:.~ .. :~. ;2',:e~ ~:c'; ,,: :.~CJ... ~:"5' ~'.,"_ ..... ?. :~ '~ ,'-" L';' .~;,.'r, '~ ,~...,? '? ? .. ,,'?..... ,~., . . , .... .:, ...--:; . *_' .: .... . .,.. -- .~,. . oxpansfon; sPa~;Sh'ail::bic!.'b'm, e ~i'Of~e',i~sed 9r~mis~- and' tile:revise~.~efititt' s~edule for tho :;!: . .'; .'..',*-. : ? '" :, :.':" .' i::.'." '!?j' 5. The rentable square ~%-et of thc entire Leased Premise~ under the Lease hereafter total 5,494 rentable square feet; The Bxpansion Space shall be delivered to Tenant, [u 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. Notw~ithstanding the above, Landlord herein agrees to complete renovations to Expansion Spa~e One iinfited to the adcl/fion of interior walls, electrical outlets, patching of existing wallcoverhlgs and carpet and all necessary pa/ntin~, all at Landlord's expense. In addition, Landlord agrees to consm~ct a new wall in Tenant's ~ Premises in the area desil~ated as the book and supply room. All improvements must be based upon drawings approved by Landlord and Tenam. In the event landlord fails to complete such work by May 15, 1995, thc revised rent scheg~_e!e sh_sl! bcEin on the date of Landlord's substantial completion of the work. 7. This Lease Amendment shall be binding upon and inure to the benef~ of tile parties hereto and the respective he/rs, successors and assi~s. IN WITNESS WHEREOF, the parties hereto l~ve duly executed this Lease Amendment on the date and year written above. WITNESS: WlIlVESS: PNC Bank, (I,a diord) Productivity Po.~I~lt'l-Alleutown, Inc. TOTRL P. 89 ! MTil N NA?i O# A{,e I~0~ N. Cedld' Cr'el~: Blvd. 8ultl 402 AJlentoMn~, PA Phone: t'~/e,. / ¢ PN~ Bank, N.A. '/l'/~0! '/!/~ re! jonnj. ~u~ 201 Penn Avenue 717 961 6123 Fax P.O. Box 231 ~f Ad~ rativa Offi~ Sc~nton, PA i8501 Feb~ 24, 1998 ~[0'~~ Mr. George Anderson, Ed. D. Gener~ Manger ~ ~ PNCBANK Produc~vi~ Point Inte~ational 1605 N. Ced~ Crest Blvd. Suite 402 ~lentown, PA 18104 ~: Additional Space Hampden Building - Camp mR De~ George: ~ discussed °n Wednesday, Febm~ 18, 1998, pNC B~k is pre[ on the first floor of ~e above cap0oned hcili~. Prelimin~ det~ls, per our mscussi%,'c~ fin~ized and executed in relatively sho~ order since ~e space is av~lable now. Details: 1. The first floor space is located at the northwest comer 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 #2 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 coveting, 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 ¢f2 above) is leased -- ----~-,----- -,,, --,~ ,~,---,,,~.,~ta~a~'~w~"ul'~d~n stt~a11~?"'v: i~d~i~n g~ ~wall bogk,andin the existing~~m:Office sp~e ace you le~e Ve~tmlyyours, ~W ~~ ~ Vice President ~ I _. ~ - ~O~' ~/ 4 Chief Administrative Office ~ ~ T~~ ~ ProducUvi POINT I M T i FI N ,~ TI 0 # & L' The Poinf Z~ Time: 160~ N. Cedar erect Blvd. · uit~ 40~ Allentown, PA 181~ F~ ~0.~.~ ~ Dlrld: $1D*TTe-8111 Number of ~ Inctuo3ng cxswe abget: ~ -(tZ3 Message Phone # Phone # Fax # Fax # t SECOND AMENDMENT THIS LEASE AMENDMENT entered into this ~ 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"). WrrNESSETH, 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 of~ total ofapproximately 5,494 rentable square feet on the first floor of the building known as PNC Bar~.. Budding located at 4242 Carlisle Pike in Camp Hill, PA (the "Leased Premises"); and WHE. REAS, Landlord and Tenant wish to expand the mount of space under Lease on the first floor of the Building from 5;4.94 rentable square feet to a neTM total of approxlmately 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~ g0od"~md valuable consideration, the receipt and sufficiency whereof is hereby acknowledged and with the intent to be legally bound hereby, Landlord and Tenant agree as follows: 1. The foregoing recitals are hereby incorporated herein by this reference: 2.. All terms not defmed 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 shall 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 fights 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; 4:38PM;~eal~y Se¢vlces ;570 961 6123 ~ 5.- 5, The rentable square feet of the entire Leased Premises under the Lease shall total 7,170 rental square feet as of the Additional Space Commencement Date; 6. The Additional Space shall be delivered to Tenant., in an as-is, where-is condition, upo~ full execution of this Amendment so that Te~.-_t may complete any Landlord approved improvements to the Additional Space. Tenant sb~l! be subject to all the terms and conditions of the Lease as of the date of~.~-g possession of the Additional Space. Notwithstandi~ the above, Landlord herein atFees to complete renovations to the Additional Space limited to the addition of interior walls, electrical outlets, patchi,~$ of existin~ wallcoverinis and carp~ and all necessary building standard p-i~tin$, all at Landlord's expense. All tenant imp:ovemenls must be based upon drawin~ approved by Landlord and Tenant md mu.st be co~d in accordance with all applicable laws, roles, and regulations and in accordance with the t~ms of the Le_.$e. In the event Landlord fails to complete such work by the Additional Space Conunencement Date, the revised rent schedule shall beffin on the date of Landlord's substantial completion of the work. 7. This Lease Amevr/,,~nt shall b~ binding upon and inure to the bene£t oft, he parties hereto and the respective heirs, successors mid assi~!. IN wrrN]gss W3~,REOF, the parties hereto have duly executed this Lease Amendment on the date and year written above. PNC Banl~ N.A. O and rd) WITHES$: Productivity Point Iht'l-Allentown, Inc. O'en t) / .,, F:O! NT ~I T ON,~L SF~~E~ - S'F^~ B TOT~ P. THIRD AMENDMENT TO LEASE AGREEMENT This ~l~i~[d ~anendment to Lease Agreement is made and entered into as of this , ASSOCIATION ("Landlord") and~ successor-h-interest to PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. ('q'enant"). 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 (1st) floor of the building located at 4242 Carlisle Pike, Camp Hill, Pennsylvania, all as more fully described therein (the "Premises"). WItEREAS, 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 of $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 BAN~f~ATIONAL ASSOCIATION Name: Title: Witness: ,~'~"D ~ &~t~,3 Title: PRODUCTIVITY POINT INTERNATIONAL, INC. By: Name: Title: Page 2 of 2 Jl:::lN--~6-2003 11:02 SERUICES 412 ?62 $199 PHC REALTY FOURTH AMENDME~ TO LEASE AGRE~ This Fou~endment to Lea!e 4~ent into as of this t'~ v, day of ~'U~;~ NATIONAL ASSOCIATION ("Landlord") INTERNATIONAL, INC. ("Tenant"). (this "Agreement") is made and entered ,2002, by and between PNC BANK, and PRODUCTIVITY POINT W1TNESSETH ,,~ WHEREAS, Landlord and Tenant entered into a Lease Agreement dated August 22, 1996 as amended by Lease Amendment Agreement dated May 12, 1998, Second Amendment Agreement dat~ May 1999 and Third Axnendm~t to Ixase Agr~ment dated October 16, 2001 (as amended, the "Lease") pursuant to which Tenant leased from Landlord c~tain premi.qes consisting of approximately 7,170 rentable square feet of space on the first floor of the building located at 4242 Carlisle Pike, Camp Hill, Penn.qytvania, all as more fully described in the Lea.se (the "Leased Premises"). WHEREAS, Landlord and Tenant desire to amend the Lease to, among other things, extend the t~'rn of the Lease for an additional two (2) ymrs, 17 days (the "Extended Term"), (ii) increase the base rent payable tinder the Lease, and (iii) decrease the square footage of the Leased Pr~mises by .994 rentable square feet so that the Leased Pr,~rnises will be 6,176 nmtable sqt~re feet as shown on Exhibit A attached hereto upon the terms and conditions hereinafter set forth. 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 incorpor~t_ed herein by this refermce. All capitalized terms used in this Agreement and not her~in defined shall have the meaning given to such capitalized term in the Lease. 2. The rentable square feet of the Leased Premises of 7,170 rentable squar~ feet shall he reduced by 994 rentable square feet (the "Surrendered Space") to a total of 6,176 rentable square feet as detailed on Exhibit A attached hereto. Tenant shall smxender the Surrend~ed Space in the condition required under the Lea.se and otherwise in broom dean condition and free 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 here~ extend~ for an additional two (2) year, 17 day period from October 15, 2002 through October 31, 2004 ("Extended Term"). Tenant shall surr~der the Leased Pr~miscs to thc Landlord in the condition required under the Lease and otherwise in broom clean condition and free of any tenancy on or before October 3 I, 2004. l~ge I of 3 JRN-0G-2003 11:03 PI, lC REALTY SERUICES :57© 961 6123 ¢ 4/ 412 ?G2 5199 P.04./I~ 4. The annual base rent for the fu~t year of the F,,xtended Term shall be $118,888.00 payable by Tenant in equal monthly installments of $9,907.33 on the first day of each month commencing November 1, 2002 until October 31, 2003. Upon execution of this Agreement, T~ant shall pay rent for the period of October 15, 2002 to and including October 31, 2002 in the amount of $5,$37.25. Thc annual ba~c rent for the second year of the Extended Term shall be $123,520.00 payable by Tenant in equal monthly installments of $10,293.33 on thc first day of cach month commencing Nov~z~nber 1, 2003 until October 31, 2004. 5. The Tenant acknowledges and agrees that (i) Tenant currently occupies thc Leased Pr~mises, and has taken and acc~ted the Leased Premises, in an "AS IS, WI-I~RE IS" condition without any constn~on obligations on the part of Landlord, (ii) the Landlord has made no rcprescnt~ons or warranties conc,m~g thc condition of ~c Lemed Premises or any ~xtures or other equipment located therein, and (iii) Landlord has no obligation to make any alterations, additions or repairs in preparation for the Extended Tenn. 6. Paragraph 11 (Lessee's Insurance) of the Lease is hereby amended and restated in its entirety as follows: (a) Lesse~ shall, at its sole cost and expense, maintain duri~ thc term hercof worker's compensation inairance in an amount required by law and bodily/injury liability and propert'y damage liability insurance adequate to protect Lessor and Les~ods agents against liability for injury to or death of any person in connection with the use, ope/ation or condition o£ the Leased Premises and Lessor's property. Such liability insurance at al]f times shall be in the amount of not less than Two Million and 00/100 Dollars ($2.000,000) foj/injuries to persons in one accident, not less than Two Million and 00/100 Dollars (~or injury to any one ~rson and ru~t less than Two Million and 00/100 Dollars ($2,000,000) with resp~c;t to damage to property. If, in the reasonable opinion of the insurance broker retained by the Lessor, the amount of the liability insurance or thc coverage ~'Yorded thereby at any time is not adequate, Lessee shall increase and alter the insurance coverage as required by Lessor's insurance broker. Co) Lessee shall at all times during the Lease term maintain in effect policies of insurance covering its leasehold improvements (including any alterations 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 ali risks of physical damage. In addition, Lessee shall cazry business risk insurance (including, but not limited to, business int~-ruption insurance) cowring a period of at least one (1) year and in an amount sufficient to cover all insurable business risks during such period. (c) All insurance r~luired to be carried by Lessee shall be issued by responsible in.~m'ance 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 thirty (30) days prior written notice to L~sor and Lessee; Page 2 of 3 ~AN-OG-2003 11:03 PNC REALTY ;570 961 6123 ~ 5/ SERUICES F 412 ?62 5199 P.OS/OG (ii) that any coverage of Lessor or sum payable to Lessor shall be unaffect~l by any act or omission of L~.~see or any other insured which might othel~se 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 Lessor's/tksurer. Each policy and renewal shall name the Lessor as an additional insured. Copie~ of all policies or certificates evidencing thc existence and amounts of said insurance shall be delivered to Lessor by Lc.ssee within ten (10) days after signing of the Lgase, as well as all renewals upon expiralion of any such policy. Each policy shall also contain provisions required by any mortgagee of Lessor's property or any portion thereof. If Lessee fails to adhere to thc requirements of this Section 1 I, Lessor, in addition to ally other remedies it may have, may ord~ such insurance and charge the cost thereof to L~see, which amotmt shall be payable by Lessee upon demand as Additional R~nt." 7. Tenant hereby certifies that (a) Landlord is not in dc-fault of the Lease., and (b) 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 full force and eff~t and same are hereby ratified and confirmed. 9. This Agreement may be exetaited in any number of counterparts, each of which, when so executed and deliw~'ed, shall be an ori~nal, and all such counterparts shall together constitute one and the same docum~mt. 10. Each party represents and warrants to thc other party that the execution of this Agrctanent by such puny has been duly authorized by such party and constitutes thc legal, valid and binding obligafiou of such party enforceable in accordance with its terms. In Witness Whereof, the Landlord and Tenant have executed or caused this Agreement to be executed the day and year first above written. Attest: Name: Title: PNC BAN~ ~ATO~ ~C~TION Attest: Name: Tit. lc: PRODUCTIVITY POINT INTERNATIONAL, INC. Name: Title: ~-~ Page 3 of 3 JAN-~-2~ 11: 03 PNC REALTY SERU ICES :570 961 E;123 ¢ 412 ?62 ~19c.:J P.EI6/la6 / January 6, 2003 PNC Fax - 1 pg- 919-326-6373 & Regular Mail Mr. Michael Kaelin Productivity Point International, Inc. 4515 Falls of Neuse 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-st day of each calendar month..." This let~r 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 $9,907~33 990.73 $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 Default is not em'ed as required, Landlord may pursue its legal rights 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 in 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 JOHN E. SLIKE ROBERT C. SAIDIS GEOFFREY S. SHUFF JA1VIES D. 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: attomey~ssfl-law.com 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 Intemational, 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 Int'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 firm 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 ho 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 shah 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 aH 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 OP MAILING .. a~d~s, Shuff, Flower & 2109 Market StrO~' Camp Hill, PA~ 176~ I "~ ~ - ~l ..... CERTIFICATE OF MAILING Saidis, Shuff, ~;~.,~,,'~r & Lindsa~ MAY l~?e IB17 I-ri Postage t~J Certified Fee Return Receipt Fee (Endorsement Required) r-'l Restricted Delivery Fee r-'l {Endorsement Required) Total Postage & Fees $0.37 ~2.30 St.75 $0.00 I Recipient~s Name (Plea&e Print Cle.arly) (to be completed ~y mailer)~ ---.... '-' ~..~.b..,.~,~,..L.'~_.:,~o.3.....~_~.~~.~.~_ I--I r Street, Apt. No.~ or P~, Box No.~ " '~ __' ..... ~_~ .......... =~.zu~...~.~d~....~.,Y.c~ ~r~ ~ I ~ State, ZIP+4 ......................................... ,..n $2..t0 0011~ . ' u-; 08 Post~r~. u~ $1.75 j:,, Here. rlJ - '"' $o.oo !':',. ~, E::I Total Postage & Fees $ 14,¢2 . 02/11/2003 .J3 R r...a ...l_,q ecl~i~nt'a Name~P/ease Prmt C/earty) (to t~e completed by mafled ..... ..... ............. Postage Certified Fee Return Receipt Fee (Endorsement Required) Restricted Deliver~ Fee (Endorsement Required) PliI~IA PA 17104 i-~ Postage Certified Fee I.r3 Return Receipt Fee I'!J (Endorsement Required) I:~ Restricted Delivery Fee r"'l (Endorsement Required) Total Postage & Fees $2.30 $1.75 ,. $O.OO ' "', $ $¢.4.2 "- ~ecip, ientja Name P~ease Print Clearly) (to be completed by mailed ..................... { c/~, §'&'~.'-z'/i~ ....................... ; ..... T ....... : ............. 'rl'K¥3'g34~'d 5RIDI5 5HI_IFF rqRSLRND 512 P09/13 JRN 30 '03 14:43 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 VERIFICATION 1, 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 the statements made in the foregoing pleading are true and correct to the best of my information, knowledge and belief. [ understand that false statements herein are made subject to the penalties of i g Pa. C.S. Section 4904, relating to unswom falsification to authorities. PNC BANK, NATIONAL ASSOCIATION A/K/A PNC BANK, N.A. / JoseJ~a D. ~ibbons ~..V.i~e President 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 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 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 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of the undersigned on behalf of Association, a/k/a PNC Bank, N.A., Plaintiff in the above captioned matter. PNC Bank, National Date: o~Q/tt/O ~3 By: Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY C~off~p~. gt~uff, Esquire Shpr~me 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 PRODUCTWITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC. Defendant · CIVIL ACTION - LAW IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CONFESSION OF JUDGMENT 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 Date: o,9/ll /O ~3 By: ./' J4///// G ed~f'~uff, E~/quire Supreme 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 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 tree 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 heating 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 PRODUCTMTY POINT INTERNATIONAL, INC. suCCESSOR IN INTEREST TO PRODUCTIVITY POINT iNT'L-ALLENTOWN, INC. Defendant · IN THE cOURT OF coMMON PLEAS · cUMBERLAND coUNTY, PENNSYLVANIA C~tt., ACTION - LAW cONFESSION OF .f[~GtV~NT NOTICE UNDER RULE 2958.3 OF JUDGMENT AND EXECUTION TItEREON TO: Productivity Point International, Inc., successor in interest to Productivity Point Int'L- Allentown, Inc. A judgment in the mount of $269,918.17 plus interest and costs of suit has been entered against you and in favor of the plaintiff without any prior notice or heating based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The court has issued a Writ of Execution which directs the sheriff to take your money or other property owned by you to pay the judgment. If your money or property has been taken, you have the right to get the money or property back if you did not voluntarily, intelligently and knowingly give up your constitutional right to notice and hearing prior to the entry of judgment or if you have defenses or other valid objections to the judgment. You have a right to a prompt court heating if you claim that you did not voluntarily, intelligently and knowingly give up your fights to notice and hearing prior to the entry of the judgment. If you wish to exercise this right, you must immediately fill out and sign the petition to strike the judgment which accompanies the Writ of Execution and deliver it to the Sheriff of Cumberland County at cumberland County Courthouse, One Courthouse Square, Carlisle, Pennsylvania 17013. IT IS IMPORTANT THAT YOU ACT PROMPTLY. IT WILL BE TOO LATE TO REGAIN YOUR PROPERTY IF YOU WAIT UNTIL AFTER THE PROPERTY HAS BEEN SOLD BY THE SHERIFF OR TURNED OVER TO THE PLAINTIFF. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND pRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. Dar ~ ~~ON~L ^ssOCt~TIOS' ¥. '. so. o2 WRIT OF EXECUTION and/or ATTACHMENT COMMONWEALTH OF PENNSYLVANIA) NO 03-750 Civil COUNTY OF CUMBERLAND) CIVIL ACTION - LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the debt, interest and costs due PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK N.A., Plaintiff (s) From PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC., SUITE 150, 4242 CARLISLE PIKE, CAMP HILL, PA 17011-4158 (1) You are directed to levy upon the property of the defendant (s)and to sell ANY AND ALL PERSONAL PROPERTY LOCATED AT THE ADDRESS OF THE DEFENDANT PRODUCTIVITY POINT INTERNATIONAL, INC., SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC., AT SUITE 150, 4242 CARLISLE PIKE, CAMP HILL, PA 17011-4158. (2) You are also directed to attach the property of the defendant(s) not levied upon in the possession of GARNISHEE(S) as follows: and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated. Amount Due $269,918.17 L.L. $.50 Interest AT LEGAL RATE OF 6% PER ANNUM Atty's Comm % Due Prothy $1.00 Atty Paid $37.00 Other Costs Plaintiff Paid Date: FEBRUARY 20, 2003 (Seal) REQUESTING PARTY: Name GEOFFREY S. SHUFF, ESQUIRE Address: 2109 MARKET STREET CAMP HILL, PA 17011 Attorney for: PLAINTIFF Telephone: 71%761-1881 Supreme Court ID No. 24848 CURTIS R. LONG Prothonota.ry Deputy 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 · NO. · CIVIL ACTION - LAW IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA CONFESSION OF JUDGMENT PRAECIPE FOR WRIT OF EXECUTION UPON A CONFESSED JUDGMENT To the Prothonotary: Issue a writ of execution upon a judgment entered by confession in the above matter. (1) (2) directed to the sheriff of Cumberland County; against Productivity Point International, Inc., Successor in Interest to Productivity Point Int'l-Allentown, Inc., Suite 150, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011-4158; Defendant; and (3) against N/A , garnishee; (4) and index this writ (a) against Productivity Point Intemational, Inc., Successor in Interest to Productivity Point Int'l-Allentown, Inc., Suite 150, 4242 Carlisle Pike, Camp Hill, Pennsylvania 17011-4158, Defendant; and (b) against N/A as gamishee and levy upon and attach as required the following: (a) Any and all personal property located at the address of the Defendant, Productivity Point International, Inc., Successor in Interest to Productivity Point Int'l-Allentown, Inc. at Suite 150, 4242 Carlisle Pike, Camp Hill, PA 17011-4158. (5) Amount due: Interest from date of Judgment Attorneys fees Costs $269,918.17 at legal rate of 6% per annum (to be added) (to be added) Certification I certify that (a) This praecipe is based upon a judgment entered by confession; and (b) Notice will be served with the Writ of Execution Pursuant to Rule 2958.3. SAIDIS, SHUFF, FLOWER & LINDSAY Dated: o~/{~]~ By: ~~huff, Esquire Supreme C/Surt ID #24848 2109 Marl~et Street Camp Hill, PA 17011 (717) 761-1881 Attorney for Plaintiff Attorney for Plaintiff WRIT OF EXECUTION and/or ATTACHMENT COMMONWEALTH OF PENNSYLVANIA) NO 03-750 Civil COUNTY OF CUMBERLAND) CIVIL ACTION - LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the debt, interest and costs due PNC BANK, NATIONAL ASSOCIATION, A/K/A PNC BANK N.A., Plaintiff (s) From PRODUCTIVITY POINT INTERNATIONAL, INC. SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC., SUITE 150, 4242 CARLISLE PIKE, CAMP HILL, PA 17011-4158 (1) You are directed to levy upon the property of the defendant (s)and to sell ANY AND ALL PERSONAL PROPERTY LOCATED AT THE ADDRESS OF THE DEFENDANT PRODUCTIVITY POINT INTERNATIONAL, INC., SUCCESSOR IN INTEREST TO PRODUCTIVITY POINT INT'L-ALLENTOWN, INC., AT SUITE 150, 4242 CARLISLE PIKE, CAMP HILL, PA 17011-4158 . (2) You are also directed to attach the property of the defendant(s) not levied upon in the possession of GARNISHEE(S) as follows: and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated. Amount Due $269,918.17 L.L. $.50 Interest AT LEGAL RATE OF 6% PERANNUM FROM DATE OF Atty's Comm % Due Prothy $1.00 Atty Paid $37.00 Other Costs Plaintiff Paid JUDGEMENT Date: FEBRUARY 20, 2003 CURTIS R. LONG (Seal) ProthonoJ~.~, ~ (.. Deputy REQUESTING PARTY: Name GEOFFREY S. SHUFF, ESQUIRE Address: 2109 MARKET STREET CAMP HILL, PA 17011 Attorney for: PLAINTIFF Telephone: 717-761-1881 Supreme Court ID No. 24848 R. Thomas Kline, Sheriff, who being duly swom according to law, states this writ is returned STAYED. Sheriff's Costs: Docketing 18.00 Poundage 1347.17 Advertising Law Library .50 Prothonotary 1.00 Mileage Misc. Surcharge 20.00 Levy Post Pone Sale Garnishee 1386.67 Advance Costs: SheriWs Costs: Refunded to Atty on 1386.67 1386.67 0000.00 4/14/03 Sworn and Subscribed to before me This 30 ~day of ~ ~brdthonotary So Answers; R. Thomas Kline, SHeriff 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. 03-750 CIVIL TERM CIVIL ACTION - LAW CONFESSION OF JUDGMENT PRAECIPE TO THE PROTHONOTARY: Please mark the above-captioned action settled, discontinued and ended. Date: April 24, 2003 Respectfully submitted, SAIDIS, SHUFF, FLOWER & LINDSAY Geo~/'g~,.Esquire Sup~o~'#24848 2109 Market Street Camp Hill, PA 17011 (717) 737-3405 Attorney for Plaintiff