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6, The Leuse Agreement eontuins the following pettinent provisions, umong others;
u, The originulleuse term wus lilr u period of seven (7) yeurs (Leuse
Agreement ~!~ 1.1(1),3),
b. Summit is required to pay Anchor on or before the first of eueh month the
Rent due under the tcrms. including:
1) Minimal Annual Rent, which has been specifically delineatr.d in
the Lease Agreement lilr each successive twelve (12) month period
(I.ease Agreement ~I~II.I (M), 4.1).
2) Summit's Proportionate Percentage Of Cost Pass Throughs. The
Cost Pass Throughs ure specifically defined in the Ll,ase
Agreement and generally include operating expenses and real
property taxes associated with the Building. The anticipated Cost
Pass Throughs for each year are estimated by Anchor. Each tenant
in the Building pays its proportional percentage of thr. estimated
C;ost Pass Throughs. At the end of the year an audit is conducted
and a rcfund or additional paymcnt is madc (Lcasc Agreement
'14.3).
3) Minimal Annual Rent plus Cost Pass Through divided by 1/12
constitutes the Rent due for \'ach month (Lease Agreement 4.6)
("Rent").
c. Default includes the failure hy Summit to pay Rent whcn thc same is due.
(Lcase Agrecmcnt ~120.I(A))
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d. In the cvent of default by Summit, Anchor muy, umong other things,
uecelcl'llte the Rent for the entire bllluncc of the Lease Term. For purposes
of uecclerutingthe Cost Pass Throughs lilr the huluncc of thc Lcase Tcrm,
Auchor is to calculatc thc total buscd on the Cost Pass Throughs last
pUYllble by Tenant with an im:reasc thcrcof in thc amount of Fivc (5%)
Ilcrcent for cach Lcasc Year or Pllltion thcrcof rcmaining. (I.ease
Agrecment ~120.2(a))
e. If Rent is not paid within tcn (10) days al\er the paymcnt is duc, Summit
shall pay alatc chargc cqual to Fivc (5%) Pcrccnt of the amount rcquired
to he paid. (Lease Agrcement ~14.4)
f. Summit is required to pay Anchor's rcasonahle attorneys fces and costs
ussociated with Anchor's hringillg a legal action to enforee any of the
provisions of thc Lcasc Agreement. (Lease Agrecmcnt ~ 20,3)
7. The Leusc Commelll:cment Dute was Fehruury I, 1996.
8. Anchor has complied with ull of its duties, responsihilitil)s, and obligutions under
Leusc Agreement and fbUy performed.
9. Pursuunt to the Leuse Agreement, the Minimum Annuul Rent for months 13-24
equull)d Four Thousand Six Hundred TWlmty-five and 52/100 ($4,625.52) Dollars per month.
10. Pursuant to thc Lcuse Agreement, the Proportionate Pen:cntage of Cost Pass
Throughs of Summit for Lease Yl'ur 1997 equalled Seven Hundred Eighty-ninc and 39/100
($789.39) Dollars per month.
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II. Accordingly, lilr the months of Fehnmry 1997 through Decem her 1997, Summit
was requircd to pay Five Thousand Four Hundred Fourteen and 91/ I 00 ($5,414.91) Dollars on or
before the first day of each month to Anchor in Rent.
12. Summit paid the Scptcmher 1997 Rcnt on Septembcr 15, 1997.
13. Summit pnid thc Novcmhcr 1997 Rent on Novcmher 25,1997.
14. Summit paid the Dcccmber 1997 RI'nt on Deecmher 17, 1997.
15. Accordingly, Summit was required to pay Five (5%) I'creent of Fivc Thousuml
Four Hundred Fourteen and 91/100 ($5,414.91) (Jollurs for the months of Septemher, Novemher
and December of 1997, or Two Hundred Seventy and 75/100 ($270.75) Dollurs pcr month lor a
total of Eight I-Iulldred Tweive and 25/100 ($812.25) Dollars.
16. Summit has l~lilcd to pay this Late Chargc, which is due and owing.
17. Pursuunt to the I ,case Agrel~mcnt, for Illonths 25-36 of thl' Leuse Tcrm, the
minimulannual rent equllh~d Four Thousand Seven Hundred Sixty and 25/100 ($4,760.25)
Dollars per month.
18. l'ursllUnt to thc Leasc Agreeml,nt, for Illonths January 1998 through Decemher
1998, Summit's Proportionate I'erccntuge of Cost Pass Thl'Oughs cquals Sevcn Hundred Eighty-
nine and 39/100 ($789.39) Dollars pCI' month.
19. Accordingly, for the months of February 1998 through Deccmher 1998, Summit
was required to pay Five Thousund Five Ilundred Forty-nine and 64/ I 00 ($5,549,64) Dollurs on
or bcfore the first day of each month tll Anchor in R\~nt.
20. Summit paid thc I'\,bruary 1998 Rent on Fchruary 16, 1998.
21. Summit paid the Murch 1998 Rent on March 26, 19911.
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22. Summit paid the Muy 1998 Rent on May 18, 1998.
23, Summit paid the June 1998 Rent on Junc 17, 1998.
24. Summit paid the July 1998 Rcnt on July 13, 1998.
25, Accordingly, Summit owes Fivc (5%) Percent of Five Thousand Five Hundred
Forty-nine and 64/lO0 ($5,549.64) Dollal'i;, or Two Hundred Scventy-sevcn and 48/100
($277.48) Dollars for the months of February, March, May, June and July 1998 for a total nfOne
Thousand Three Hundred Eighty-scvenund 40/ 100 ($1 ,387.40) Dollars.
26. Summit hus failed to puy this Lutc Churgc, which is duc and owing,
27. Summit has failcd to make Rent puyments alter the July 1998 puyment going
forward.
28, In July 1998, Summit vacated the leased premises.
29, In July und August 1998, Summit infornwd Anchor thut it no longer would he
using thc leuses premises and that it could not "afford" the rent duc lor the leascd premises. A
true IInd correct copy of letters from David (Joss, Presidcnt of Summit, to Anchor dated July 9,
1998 and August 19, 1998, respectively, are attached hercto at Tubs "B" and "('" and
incorporated hcrein hy reference.
30. Summit's fllilurc to pay Rent fllr all months from and including August 1998
going forwurd constitutes u defuult under the Lease Agrecment.
31, By letter dated October 21, 1998, Anchor provided written notificution to Summit
that it was accelerating the Rent due and owing under the rcmaining tcrm of the Lcase
Agrecment. A true and correct copy of the lettcr dated October 21, 1998 is uttuched hereto at
Tab "D" and is incorporatcd herein by reference.
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32. Pursuant to the Lmlse Agrccment, the Minimum Annuul Rent due und owing for
the remaindcr of thc Lcase Tcrm is calculated us follows:
a. The Minimum Annual Rent due flJr August 1998 through Januury 1999
equals Four Thousand Seven Hundred Sixty und 251100 ($4.760.25)
Dollars per month for a total of Twenty-eight Thousand Five Hundred
Sixty-one und 5011 00 ($28.561.50) Dollurs.
b. Thc Minimum Annuul Rmlt fllt the period Fehruury 1999 through Januury
2000 cquuls Fifty-cight Thousand Scvcnllundrcd Thirty-nine and 66/100
($58,739.66) Dollurs.
e. The Minimum Annuul Rent lor the period Februury 2000 through January
2001 equals Sixty Thousund Three Hundred Fifly-six und 35/100
($60,356.35) Dollurs.
d. Thc Minimum Annual Rent [llr the period February 2001 through January
2002 equals Sixty-one Thousand Nine Hundred Seventy-three and 04/100
($61,973,[14) Dollars.
e. The Minimum Annual Rent for the pcriod Fehruary 2002 through Januury
2003 equals Sixty-thrce Thousand Five Ilundrcd Eighty-nine und 73/1 00
($63,589.73) Dollars.
33. Pursuant to thc Lousc Agreemcnt, Summit's Proportionatc Percentuge of Cost
Pass Throughs due und owing for the remainder of the Lease Term is calculuted us flJllows:
a. Summit's Proportionate Pcrcentage of Cost Pass Throughs IClr the period
August 1998 through Ikcemher 1998 equals Seven Hundred Eighty-nine
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IInd 391 I 00 ($789.39) Dollars per month lllr u totul of Three ThOllSlllld
Nine Hundrcd Forty-six lInd 95/100 ($3,94t;,95).
b, Summit's Proportionate Pcrcentuge of Cost Pass Throughs Il)r the period
January 1999 through Dl~eemher 1999 cqullls Eight Ilundred Twenty-cight
and 86/100 ($828.86) Dollars per month Illr II total of Nine Thousund Nine
Hundrcd Forty-six and 32/100 ($9,946.32) Dollars,
e. Summit's Proportionatc Percentage of Cost Pass Throughs lor the period
./anuary 2000 thl'Ough Deeemher 2000 equals Eight Ilundred Seventy IInd
30/100 ($870.30) Dollars per month lllr a total ofTen Thousllnd Four
Hundrcd Forty-three IIlld 60/100 ($10,443.60) Dollurs.
d. Summit's Proportionate Percentage of Cost Puss Throughs for the period
Janullry 200 I through Deeemhcr 2001 equals Ninc Hundred Thirteen IInd
82/100 ($913.82) Dollars per month for u total ofTen Thousand Nine
Hundred Sixty-five and 84/100 ($10,965.84) Dollars.
e. Summit's Proportiolllltc Pcrcentagc of Cost Pass Throughs for the pcriod
January 2002 through Deecmber 2002 equals Nine Hundred Fifty-nine and
51 II 00 ($959.51) Dollars per month fl)r a total of Eleven Thousand Five
Hundred Fourteen und 12/100 ($11,514.12) Dollars.
f. Summit's Proportionute Pcrccntagc of Cost Puss Throughs for the month
of ./lIlluary 2003 equals One Thousllnd Scven and 49/100 ($1,007.49)
Dollars.
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LEASE AGREEMENT
This Lease ("Lease") Is made and executed Ihis ~\day ol.i.1...-v~l.",,--, 1995, by and between
ANCHOR INVESTOHS, a Pennsylvania general partnership ("Landlord") RIId Summit Machinery Systems,
a Pennsylvania corporation (''1'enanl''), wbo, witb tbe inlent to be legally bound, agree as follows:
I. FundamenlaU&Au-Provlslons: Dtfin.~WII!,
1.1 EY.t~Il!&J&!!'e Provision,:
A.
B.
C.
D.
E.
F.
,_.<
Q,
H.
1.
J,
K.
L.
Tenant Trade Name: SllJ!llnltM!!.i'!Jlnm'..SystemIJDh-_____
Premises: !&QQ. Wcstl'Qft
Leasable Sqaare Peet: 4.833 S.F.
Tenant's Proportionate Percentage: 7.4%_____
Number 01 Parking Spaces: 2;l spMes
Permitted Uses: Ill.!!Jlli.lnery salewlYi(;li~
Building: ~600 Westron Drive
Office Park: Weslport
Lease Tenn: seven years (7)
COl1lmencemtnt Date: As defined in Section 3.1, subject 10 extension as provided in
Section 3.2.
Temlinatlon Date: 84
any extension options bereln.
montbs alter tbe Commencement Date, subject to
Extension Oplions:
Yes: (ll) No: (_)
II yes, Number of Terms: Q.~_
Number of Years Per Term: sevenJ1)...._.
M. Minimum Annual Renl:
Months:
Minlmam Annual fuuU:
0.12
$53,889.60
$55,506.29
$57,122.98
13.24
25.36
'"
D\tl1
37.48
49.60
61.72
73.84
$58,739.66'
$60,356.35
$61,973.04
$63,589.73
Repewal T~nn
Months: MlnImum Annual Rent:
0-12 $65,497.42
13.24 $67,462..34
25 .36 $69,486.21
37.48 $71,570.80
49.60 $73,717.92
61.72 $75,929.46
73.84 $78,207.34
N, Security Deposit: ($4.490.80).
O. Address for Notices:
To Landlord:
Anchor Investors, a Pennsylvania
General Partnership
30 Eriord Road, Erford Plaza
Post Office Box 0888
Calnp Hin, PA 17001-0888
Anentlon: Chester C. Snavely: Jr.
To Tenant:
Summit Machinery Systems, Ine,
David Richarrl Goss, President
55 West High Street
Ellzabethtown, PA 17022
p, Addendum aU ached hereto and hereby lnoorporated:
Yes: (.1l) No: L..J
Q. Broker(s)~lldmark. Dick Moore
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R. Building Sl~ndard Operating 1I0urs: 24 hours illllIi
1.1 .IkIIJ1ed Term Reference Chart
Tbt following temls shall have the meaning ascrlhed to such terms In the Section of this Lease
referenced herein.
Thnn
"Additional Net Rental Income"
"Additional Rent"
"Alterations"
"Building"
"Capital Improvements"
"Capltallzed Cost of Capital
Improvements"
"Commencement Date"
"Comlllon Areas"
"Cost Pass 11uoughs"
"Defaalt Rate"
"Force Majeure"
"Governmental Authority"
"lIazardous Substances and Materials"
"Improvements"
"Land"
"Landlord's Property"
"Late Cbarge"
"Leasable Square Feel"
"Lease Term"
"Lease Year"
"Minimum Annual Rent"
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8.4
4.5
9,t
2
4.3.1(c)
4.3.1 (d)
3.1
Exhibit D
4,3,1(1)
21
10.5
7,6
i"
7,4
9,1
4.3.1(a)
4,3.1(a)
4,4
4.3.1(g)
3.1
4.2
4,1
D~
"Office Puk" 2
"Operating Expenses' 4.3.I(a)
"Parking Spaces' 9,6
"Pemlltted Uses" I.l
'Premises' 2
"Real Property Taxes" 4.3.1 (b)
"Rent" 4,6
"Substantially Completed" and "Substantial 6,2
Completion"
"Security Deposit" 5.1
'Tenant's Proportionate Percentage" 4,3,1 (e)
"Termination Date' 3.1
2. JTIl!llm.
In consideration of Tenant's agreement to pay the Rent arid the covenants and conditions
herein contained, Landlord hereby leases to Tenant and Tenant hereby hires frum Landlord
for the lease term or terms herelMfter provided and upon the terms and conditions set forth
herein, that certain real property set forth in Section 1.1, and more specifically described in
Exhibit "A" attached hereto and incorporated hereby by this reference ("Premises"). The
Premises are In the office building ("Building") and in the office park ("Office Park") described
in Section 1.1 and the parties stipulate that the wtal number of Leasable Square Feet In tbe
Premlses including a tbree percent (3%) factor for the Common Areas is as set forth in Section
1.1.
~, Iron.
3.1 Tbe term of this Lease and the date of its scheduled tennination ('Termination Date") shall
be as set fortb in Sectloa 1.1. The date of commencement of this Lease ("Commencement
Date') sball mean the day that all of the following have occurred:
(i)
The appropriate governmental autboritles have Issued permanent certificates of
occupancy fOJ the Premises, containing no provisions for work to be completed prior
to the effectiveness nf the certificates. Such authorities will include, without 1Imitation,
building inspectors, engineen, and local fire officials.
(II)
All of the facilities and systems of the Building serving Ihe Premises are In good
operating condition for Tenant's use, including, but not limited to, the air conditioning,
heating, IIgbting, waste supply and sewage systems.
(tll)
The Building is Suhstantlally Completed and fully enclosed.
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oek
UtndlNd, real or p"rsonal, located on I.lIndlord's Property and IIny tax which
. shllll be levied or assessed In uddlllon to or In lieu of such real or personal
properly taxes, provided, however, that Real Propnty Tllxes shall not Include
ROY Cederul or slate IIIC.Illl1e tuxes, or Rny franchise, eSlate or Inheritance taxes
or real estate trunsfer, documeutary or intangihle taxes illlposed by reason oC
sale or financing of IAlndlord's Property.
Landlord lIIay contest, hy appropriate legal proceedings, the alllount or valldlly
or application, in whole or In part, oC any Re.al Property Taxes which Landlord
Ceels are discriminatory or unreasonabk, Such contest by Landlord shall oot
relicve Tenant of the obligation to continue to make payments oC Tenant's
Proportionate Percentage of Real Property Taxes during the pendtncy oCsuch
a contest; provided that promptly upon redu"tion in the amount of Real
Property Taxes, Landlord shall credll Tenant Cor Tenant's Proportionate
Percentage oC such savings aner deducting any expenses oC Landlord relating
to obtaining such savings.
(c) "Capital Improvements" shall mean any equipment, device, capital
Improvement or replacement (i) acquired to achieve eeonomies in the
operation, maintenance and tepair ofLandlord's Property; and/or (Ii) required
Cor Landlord's Property Cor any reason by any governmental authority, board
or agency havlngjuri,dlctionover Landlord's Property or any part thereof or
recommended by any insurance carrier in connection with the provisloo of
Insurance Cor Landlord's Property by such carrier, the useCullife for which
ellhe.r (I) or (Ii), as hereinaner determined, Is In whole or in part withio lhe
Lease Tenn.
(d) "Capitalized Cost of Cnpltalllllprovernents" shnllmenn an amounl determined
by multiplying lhe aclval cost oC ench Capital Improvement acquired by
Landlord by the wnstant annual percentage requln,d to Cully amortize such
cost over the useCullife oCthe Capital Improvements (as reasonably estimated
by Landlord but not in any event exceeding ten (10) years) including an
interest rnte equal to the Base Rent announced from time to time by Dauphin
Deposit Bank and Trust Company oC Hnrrlsburg, Pennsylvania, such Base
RenIta be detennined by Landlord as oC the date oi Installation oC ench such
improvement.
(e) 'Tenant's P,oportionate Percentage" shall be as provided in Section 1.1.
(I) "Cost Pass Throughs" shall be the sums payable pursuant to SubseC1lous 4,3,2
and 03.
(g) "Leasable Square Feet" shaU be lIS provided in Section 1.1,
4.3.2 The Operating Expenses and Real Property Taxes incurred in any Lease Year, multiplied by
Tenant's Proportionate Percentage, shall be pnid ns herein provided.
4.3.3 In any Lense Year which Is Included in whole or in parI In the uselul life of a Capital
Improvement, Tenant shall pay as herein pr0l1ded the amount oC the CapltalJzed Cost of
Capital Improl'ements for sllch Lease Year, multiplied by the Tenant's Proportionate
Percentage.
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.4.3,4 L8ndlord sh811 rUIllI,h to Teli/lllt . "lltement of L.ndlord's re.,onllbi<' estim811' ofTenllllt's
l'roponlollate Percenlage of Cost P.ss', hronghs Inl'urred or '\XpeI1t\d 10 be Incurred during
· Lease Year or panlal Lease YlIIU, Such statement shall show the amount of Cost Pass
Throughs, if any, payable by T"nant for the lease Year In question on the. basis of sucb
estimale, A statement of Landlord's reasonable t,stlmate of Tenant's Propolllonate Percentage
of Cost J'ass Throngbs Incurred or expected to be InClined durlllg the (irst Lease Year Is
attached 10 this Lellse as Exhibit "II". Commcnclng on the first day of the Lease Term and
conllllulng monthly thereafter on the date for Ihe payment of monthly illstallments of Minimum
Allnual Rent until further adjustment pll~uant 10 thl, Section 4.3, Tenallt shall pay to Landlord
one-twelfth (1/12) of the amollnt of l.alldlord's estimate of said Cost Pass 'I1lrooghs. l.andlord
shall have the right from lime to time to revise Landlord's estimates of the Operntlng Expenses,
Real Estate Taxes, Capitalized Cost of Capltallmprovcments, and Tenanl'smonlhly Cost pIlSS
Through payment ,hall be further adjusted in accordance with the, revl,ed estimate ,'ommenclllg
on the first day of the month following Tenant', receipt from Landlord of a statcment of such
revised estimate, Afler the expitatlon of each Lea,e Year, L8ndlord shnll fUllllsh to Tenant
a statc,ment showing the actual Operating Expen,es, Real Estate Taxes, Capitalized Cost of
Capital Improvements lInd Tenant's Proportionate Perccntage Ihereof, f'romptly nfter the
receipt of such stalement by Tenant, Tenant shall, In cases of nn underpayment, pay to
Landlord an amount equal 10 such underpayment or Landlord shall, In case of an overpayment,
credit the next monthly rental payment (or payments as the ea,e may be) of Tenant with the
amount equal to such overpayment.
4.4 If any Rent or other amount required 10 be paid from Tenant 10 Landlord under the term,s of
this Lease Is nol paid within ten (10) days after the date such payment 15 due, in addition to
paying the amonnt due, Tenant shall pay a late charge ("LaiC Charge") equal 10 five percent
(5%) of the amount required to be paid. Such Late Charge will constitute Additional Rent.
4.5 All sums of money which llIay become due under this Lease, excepl Minimum Annual Hent,
shall constitute "Additional Rent." Tenaut agrees to pay Additional Rent when the sallie shall
be.CDme due under the tenlls of this Lease or, If not specified, within ten (10) days after receipt
of a written request by Landlord therefor. Landlord shall have the same remedies for a default
In payment of Additional Rent as l.andlord ha, for payment of Minimum Annual Rent,
4.6 111e term "Rent" ,hall Include hoth Minimum Annual Hent and Additional Rent. All Rent
shall be paid In lawful money of Ihe l1nited Stales of America, without dednction or offset at
the office of Landlord ref"renccd in Section 1.1 (for purposes of notices) or such other place
ItS I.andlord may frolll time to tlm" desigllllte,
4.7 If the COIllIlleIH:emcnt Date or the Termination Date shall be other than the first day or 11Ist
day of a calendar year, respectively, then the Rent shall be prorated acrordlngly.
5. Seeurltv Dellos!!.
5,1 l1pon execution of this Lease, Ihe Tenant shall depo,il with the Landlord the sum specified In
Section 1.1, which sum ("Security Depo'it') shall he held hy I.andlord 8.ssecurity. The purposes
of the Security Depo,11 are (It) to remedy any defaults by Tenant In the payment of Rent, (b)
to repair damages 10 the Premise, or Landlord's Property caused by Tenanl, Its employees,
inl'/Iees, c{)ntraclors, subcontractof1<, JicellSees, ,ubtenanls or agents, and (c) to otherwise secure
the faithful performance hy Tenant of all of the provL,ions, covenants and conditions of this
Lease to be kept and p"rformed by Tenant, during Ihe Lease Term or any extension thereof.
- 8 -
DQtr
S,1 If aluny lime during Ihe jease Telm Teuanl ~hould dr.fullltlnlhr payment 01 Renl, Tenant,
II~ e,mplo)'ce!, Inl'llee~, conll'aclor5, 'UbCOIIHuctoll, IIcen~ees, suhlenanl~ or agent~ should canse
dUllIage 10 Ihe !'remises 01' Laudlol'd's Propelly, or Tenunl ,hould ollH\lwlse fall 10 keep and
pel'forl11uny 01 the pmvlslons, ('OVI,"anlland conditions 01 thl, Lease to be kept and performed
by Tenanl, Lllndlord, al It, option, nlIlY, 1lIlI<I<lltlon to all other rlghls IInd remedies whi<'h It
IlIIIY have, ntlllze 1111 or IIny pa't of Ihe Security DI'po!lt towllrd the pllyment uf IIny co"t,
expense or dalllage IrH:UIII.d or susllllned by LRIIlllord or fur paymenl 01 Hent or other IImounts
due tll Landlord under this Lea,e (but Lnndlord shall nOI he required to do so). It Lllndlol'd
elects 10 nllllze the Secorily Deposit II! III"resald, Tenllnt ,hllll, wlthlll len (10) days aller
written demand therefor, deposit cash with Landlol'<lllI an IImoulIl sufficient to restore the
Secnrlly Deposit to lis original IImonn.. 'Ibe parties aglee Ihat the provisions 01 this Article
5 shllll not operale U~ a Iimltatloll UpOIl the IImounl of dllmage to which Lllndlord Is entitled
by vlrtoe of allY dclllnlt by Tenant or lullure hy T..nanl to perlorm all of the provisions,
covenllnts, conditions IInd IIgleemel;ls of Ihls Lease, 1.1I1I<llord shallnol he required to pay
Tenantlllteresl 011 the Security Deposit exceptns required by law. Landlor<t's obllgallolls Wllh
respect to the Sccurily Deposit lire Ihose 01 II (hlbtor an<l 1I0t II trustee.
S.3 III case of a sale or trausler 01 Lalldlord's Inlerestlll the Premises, whelher III whole Olin jlilrt,
Lalldlord shllll pny over any llllllpplled part ollhe Security De.poslt to Lundlord's Sllccessor,
whereupolIl.alldlord Ghall be relieved 01 all liability with respect therelo, The provislolls 01 the
preceding selllellce shall ilpply to every subscquent sale or trallsler (lllhe Preml",s.
6, ,A.,~S~I)JllJill.
6,1 Tenant's tllklng possession or the Premises shllll be a conclusive acknowledgement on Tenanl's
pilrt thai the Premises are In good IInd tenant.ble condition, and Ihal all work, If any, to be
perlonned by Lalldlord pursullllt 10 lhe terms of this Lf;ase. has been Substantially Completed,
and that Tenanl hilS acceplClllhe Premises In "as is" cOlldltion liS olsuch date except for pUllch
lislllems which do not materi.lly Interle,,, with Tellallt's use or occupancy of the Premises and
which Landlord Is required to complete.
6,2 As used in thl, Lease, "Substantlillly Completed" and "Suhstanllal Completion" shall mean Ihat
state of complelion of the Premises which y,illallow Tenanl to utilize the Premises for Its
inlended purposes wlthollt materilll lnlerference to thc. eustomary business activities of Tenant
by reason of the completion of the Improvements and lhe Dulldhrg.
7. Use: Tenant's Cnvenunt~.
7.1 The Premises are 10 be ll'ed for lhe Permllled Uses as sel forth in Section 1.1 hereol, Tenant
shallnoluse the Premises for allY other purpose without Ihe prior wrlllen COllsent oll.alldlord.
It Is understood lhat Lllndlord has absolute and arbitral)' discretion as to approval of any
proposed challge of use. Tellilllt's use of the I'remlses shall comply with all applicable federal,
state and munlcip"1 laws, ordinances alld regulallolls.
7,2 Tenant shallllot perform or permit allY act lIlal llIay permit lhe cancell.t1on of allY Insurllnce
covering Llllldlord's Propelly or !lilY part theTelll, or may cause IInlncrease In the premium
rates for such Insurance. If Tenllllt perflHms or commits allY such act the elfect of which is to
raise the premium rilles for such insllriUlce, Tellant .hall pay Landlord the alllount 01 the
IIddlllonal premium as Additional Rent.
- 9 -
D~
7.3 Nellher Tellanl 1I0r any 01 h~ "mployees, IlIvllecs, cOIIIlRclot1l, suhcontractor~, licensee.s,
subtenanls or ngents shall (I) commit waste 011 Ihe Preml,es 01' on any olher portloll 01
l.andlord's Property, (II) use the !'remlses or IIny olher porI 1011 01 Landlord's Property lor IIny
unlawful purpose or In violation 01 MY Rul.. and Regulftllons, Insurance requlremenu or IIny
certllieate(s) 01 occupant)', or (Iii) permit any dnngerous IIrtlcle 10 he hrought on Ihe Premises
or any othe.r pOlllon oll.andlord's Property. Tenant ~hall not allow any u~e 01 the Premlse~
or on any olher portloll 01 Landlord's Property which I~ a ~ource olllllnoyance, disturbance or
elllharra~~mclIl 10 Landlord or to Ihe olher lenllnl~ 01 the Building or which Is deemed by
Landlord lIS nOI in kt,eplng wilh the character 01 the neighborhood or the Building. The
!'remlses shall not he used lor any unlawful, Immoral or olher purpose deemed Improper by ,
Landlord,
7.4 In addition 10 Ihe restrictions on use S('.llorth above, Tenant covenants and agrees that Tenanl
shallnol, and shall calise all 01 Its employees. Invltees, contll\ctor~, subcontraclors, licensees,
subtcnanls or age.nls, nollo, store, use, dispose olor rekase (eltherwhh orwhhout negligence)
allY biologically or chemically active or olher Hazardous Substances and Materials on or aboul
the Premises or auy olher portion 01 Landlord's Property. Without limitation, Hazardous
Substances alld Materials shall Include asbeslos, petroleum,ba~ed products, explosives and those
described In the Comprehensive Envil'O"menlal Response, Compensation and Llabillly Act 01
t980, as amended, 42 V.S.c. Section 9601, el sc.q., the Resources ConseIVatlon and Recovel)'
Act. as lImended, 42 V.S.C. Secllon 6901, et scq" or any olher federal, state (lr local laws,
ordinances or re.gula!ions and the regulallons relating to environmental regulations or
hazardous aClivltles.
7.3 H any lendcr or governmenlal agenty shall ever require testing 01 any portion 01 Landlord's
Property 10 ascertain whether or not there has heen any release, storage or use 01 Hazardous
Substances and Millerials by Tenant or any 01 lts employees, Invitees, contractors,
subcontractors, licensees, subtcuan15 or agw!s, then the costs thereolshall be reimbursed by
Tenant to Landlord upon demand as Additional Renl It' such reqairement applies to the
Premises or Building. In all even Is, Tenant shall Indemnify and hold Landlord harmless from
and against any and all d,lims, cOSIS, damages, liabilities and expenses, Including without
IImltallon attorneys' Ices and costs, ineurreel as a result of a release or threatened rclease 01
Hazardous Substances and Malerials on Ihe Premises or any other portion 01 Landlord's
Property II caused In material part by Tenant or any of its employees, Invltees, contractors,
sul>contrllctors, Ikensees, subtcnauls or agents.
7,6 Tenant agrees Ihatlt will, al its sole cost and expense, comply with 1111 laws, ordinances, codes,
orders, rules andlor regulations, requirements 01 any governmeOlal body, agency, department,
board or similar organizallon which has Jarlsdiclion over the Premises ("Governmental
Authorlty"), arising out 01 or affecting the Tenanl's use and occupancy 01 the Premises or the
business conduCled lhereln, including without limitation, the Americans with Disabilities Act
011991, as Ihe same may be amended from lime 10 time.
8, NJslenrncnl am!J1ubletlLru:.
8.\ Tenanl shllll not IISsign, translcr, mortgage, encumber or sublease this l.e ase , or any Interest
therein, and shall nol sllblel the PremJses or III1Y part thereol, or any right or privilege
appurtenllnt thereto, or suller any other pet1l01l (Ihe Invllees, agenls and 50IVanls of the Tenant
excepted) to occupy or use the Premises, or any portion Ihereot withoulln each case first
oblalning the written consent 01 Landlold which Landlord may withhold in Its sole discrellon.
Furthennore, this Lease shall not, nor shall any Interest therein, be assignable as to the Interesl
- 10 -
\)%-
of Tenan.: by operullon of law, without the wrillell cOII"elll 01 Lalltllol<l which Lumllord tllllY
withhold in Its sole dl,crelion. Any such a"i""Ilt'nt, tnll"fer, mortgage, enC\lmhranl'e,
suble.ase, occupnlioll or use without such con,;"nt .,hall be void ami. III any "\ICh event, l.andlord
shall have the right to tenninnt\' this Lease. Any mns\'nt Biwn by l.andlord to any such
~\ssignment, traTtlifer, mortgage, encumbrance, suhltlcl-;e or oc:uupatiol1 or \L,.C shall not con!Jtitutc
consent to any further assignment, transfef, morlgr,ge, ell11umhnlllce or subl\..;,," Of to allY sllch
occupancy or use by any olher (X.rty, Tenant n81'01" that I .alldlOl'd may withhold its conllent
for any re a,on or for no relL,oa,
8.2 Each permllted a%igne(' or llilllsferee "hnll a""n\(' and \", deellled to have a~.umed thb l.ease
and shaU be and remain Iillnl" jt'lntly ami ".vnally with Tenant for the payment of the Rent
and for the due performam,' of all nf the provhlon" covenanls, condillons and agreemenls
herein contained on Tenanl's p;1I1 to \", p<'lfollncd for the Lea,e Tern\. No othelWlse
permllted assignment Dr tra,,,fer ~hall he hllldlng on l.11n[lIord unle~, such a.signee or
transferee shall deliver to Lnndlord a ['Hlllle'p,"t of slleh a.qslgluuent and an instrument in
recorclable form which tnnlah"l " ,,)\',. "" lit of ""'Hlmpll"'l by the IIqsignee 01' transferee, but the
failure 01' reftl>al of Ihe n',lip,"" 01 II ,nl"f"le' 10 e~e['ut" sUth Instrument of assumption shall
not release or cllscl\ln'f~" the 11'i',IHI1Ce nr 1IlIIl,f"!',,e from Its Iiahllity as set forth above,
8.3 One 01' more tnuuf,'rs, wlwlh", by """~el, t'oJl'l)IIc1atlon, dl..,olutlon, liquidation, the bsuance
of additional interesls. or olh<'lwl.'l', rt.suhIIlP, In th" aH,,\rcgale In the transfer of more than
twenty-five percent (25%) of th" Inl,',esll' in Tenllnl shall be deemed an IIqsignment. For
purposes hereof, II trarwfer, wh"tlwl by nl'18"', consolidation, dissolution, liquidation, the
Issuance of additlonlll InlN"sls or otlwl wls", of nn Inkrest in an entity whlch has the effect of
tran.,ferrlng ultlmale oWnt'ISldl" wlwlh", cllle",ly 01 thl'Ough one or more other enlities, of an
interest In Tenanl shllllll(; cI,',:mecl II trilnsfel of an Interest in Tenant.
8.4 Regardless of Landlord's Cfl/l'i('.nl, Illl ,-uhkuing or tL'lslgnmcnt shall release or alter Tenant's
primary liilbllity 10 pay j{""1 ""d 10 f'"rforl11all other obligations to be performed by a tenant
hereunder. The a'~epliulce of Henl by I.andlord 1'10111 any party other than Tenant shaU not
be deemed to be a waiver by I ""dlord of any prO\'lslon hereof. Upon a default hereunder by
any aqsignee 01' sublcn"nl ofTenanl,l;\l1dlord may proceed e1lrectly agahm Tenant without the
necessity of e~h"usling remedk's agalnsl stich "..,Ignee or subtenanl. Landlord may consent to
any subseqUtnl l\f.,lr,nl1leill or subl"tllng of Ihl., I.ease, may enter Inlo amendments or
modific-ations to thl~ I.ea.'H: with !iuhtenant5 or fllsignccs of Tenant, and may waive one or more
of the tern" he,reof wilhout lIolifying Tenant or other sublenants or assignees other than the
current occupant of the I'remis"s, and withoul oht"lnlng it~ ()f Iheir con~ent thereto and such
action shall not r"lIeve Tenant "I' liability undel this Lease.
9. 11111Ifo".nl~.n.t~~nA^!I~wtlo"sj 1';'r~i"K'
9.1 Tenant h,,, reviewed and approved Ihe f100rplans which a\C atlached hereto as Exhibit "c" and
made a part hereof ("Pia'''''). landlord, III lis expense, shall make improvemenls
("ImprovemenIS") to the I'remi!;/;, In IIQ'ordilnce wllh the l'lans. lbe Improvements, and the
Premises as built alld I1Indllkd '1C'\lIdln,~ to Ihe, !'hm" shall comply with all applicable laws,
ordinances, rulc!i, c()(I(J~1 and lL'gulitllong of gOV<"TllIllcrltal authorit;os. The amount attributable
to the Impr<wl!lllenls paid for hy lillldlt1fd IIl1d Tenant (if any) shall: (a) he the aclual cost to
con.trucl Ihe ImpIOVl!I1",n": "nd (h) not t.I",,,d Ihe construclion bid received by Landlord.
All mnslntell"n shall be d",,,, In a I'pod workmanlike manner using material. in accordance
wllh Ihe I'lan.' IInd shaUllol l'ilIY in ilny suh,tanllal manner without Tenant's prior written
COl\.';(1Itl, which ""I"nil .,hllll nt',1 be ullr61,"onably withheld.
~ 11 -
Dm,.
9.2 Except fDr the ImprDvements tD be made by LandlDrd as cD'ntemplated in SectiDn 9.1 above,
Tenant Ghall neither make nDr allow any alteratiDns, additiDns Dr imprDvements ("A1teratiDns")
tD the Premises Dr any pat1 thereDf withDut the prim wP,tten cDnsent of Landlord, which
consent shall not be unre..onably withheld.
9.3 Tr,nant shall keep the Premises free from any liens arising out of any work performed on, or
materials furnisbed to, the Premises, or arising from any other obligation incurred by Tenant.
Tenant shall indemnify and hold harmless Landiord and the Premises from all actions in
connection witb any such lien or the performance of sucb work or the furnishing of such
material.. Tenant shall be obligated to poot and maintain on the Premises at any time such
notice,s and to Dbtain sucb lien waivers and to take such other action as in the judgment of
Landlord shall be necessary or desirable to protect Landlord against liability for all such liens
or actions. NDthing in this Lease shall be construed tD authorize any lien to be claimed or filed
against any interest of Landlord in the Premises or any other portion of Landlord's Property,
it being understDod and agreed that any Alterations are sDlely for tbe benefit of Tenant.
9.4 Any Alterations of any kind to the Premises or any part thereof, except Tenant's trade fL"<lures
which can be removed without damage or defacement to the Premises or any olher portiDn of
Landlord's Property, shall be surrendered with the Prelnises, as a part thereof, at the end of
the Lea.e Term; provided, hDwever, that Landlord may require Tenant to remove any
AlteratiDns or fixtures made by Tenant, and tD repair any damage tD the Premises caused by
such remDval, all at Tenant's sole expense. Any Alterations installed by Tenant shall be
deemed a part Df the Premises and shall be maintained and repaired in the same manner as
that required for all other portioos of the Premises.
9.5 Any anicle Dr persDnal prDperty Df Tenant and trade fixtures nDt attached to, Dr built intD, the
Pmmises may bc rcmDved by Tenant at any time during the Lease Term so lDng as Tenant is
nDt in default hercunder and prDvided that the removal themDf will nDt cause any damage or
def"cement to the Premises or any other portion Df LandlDrd's propeny.
9.6 Tenant shall have the nDnexclusive ,,,e, thrDughDut the Lease Term, in common with Dthers
Df the number Df parking spaces stated in Section 1.1 Dn the Land. All Df such parking spaces
are collectively referred tD herein as the "Parking Spaces." Tenant's employr,es shall be entitled
tD \lse the Parking Spaces free of charge at all hDurs. seven (7) days a week. Tenant's
emplDyees shall nDt park in any parking spaces dcsignated for Use by visitDrs.
10, lItllltles and .I:lnilorialll~r,yices.
10.1 Subject tD Tenant's payments Df the Rent and prDvided that Tenant is nDt otherwi..e in d"fault
hereunder. LandlDrd sball use its reasDnable efforts to furnish tD Ihe Premises water and sewer
services required in LandlDrd's judgment fDr the use and oo;:upancy of the Premises. Landlord
shall in nD r,vent be obligated tD provide utilities or services over and above Building Standard
established by LandlDrd from time tD time. Pl;or tD the Commencement Date, Tenant shall
cDntract for heat, air conditioning, electricity and telephDne services. Tenant shall pay all
statement. for such utilities promptly when due. In the event that Tenant fails tD make any
payments fDr lltility services prDvided to the Prem..es, LandlDrd may, at its option, elect to pay
such utility charges and include the amount Df such charges as AdditiDnal Rent.
10.2 Tenant shall be responsible fDr all repair and maintenance of the exterior and Interior portiDns
Df all dODrs, windows and plate g1a,s in or surrounding the Premises; shall be responsibie fDr
all ordinary repair WId maintenance Df the Premises and every part thereDf, including without
- 12 -
DUb-
1i0011/lIIOIl tI", fl,,"khhlf','I, h"/lllllp_ ""lit 111111011 II lid IIlr,(,,"dlllolllnl'. (,qlllpmcnt alld upparnt\ls,
electtlcnl ('(IIIII'''l\:lIll1l1d "1'1""l1ll1', 1,IIIIIlhlll~ III\<I ,,'wag" flldlltles wlthlll the I'reOltses, ft<t\lre.,
Inkrlol willi". 11,,,,,,, nd II II f',' , "If',,,, 1II1,II"",tlo, h\llldln~ "l'l'lIanl'<" und slOlU"r eqlllpment; alld
8hilll k"ul' .",111111111111111 tl", 11I",rlIII IlIId ('~I"d"r IIf II", 1'1<1I111se. III" cleun, .anltllry 111\(1 Slife
mlllllltlr, AIII"I'"hn IlIld 11\11111"'11I11"'" .hlllll" ,"Ifolnwd IIl1d mllde promptly ufler the need
Ihelc(o( 11I111('" In II Pi II "I 111111 wmkmallllktlll"IIIII('I, III Ih,. "venl thaI Tf'.Ilallt fait, to maintain
the 1'leml'II" ulld/ol muk" Iho 1('1"11" le(llIll<.d hy Ih" IllIn" of Ihls l.uu,'e,IA~ndlord may, at Its
01'11011, rlel1 III I""",dy ,u"h flllh"" nlld till' \'ml III LlIldlold of malntillr.lng the I'reml,es
IIIlIVOI lIIuk\np, ,"\'h "'1'1111' Ilhlllll" Imll"'IIIII"'ly p'lyah\(, by T"nllnt 10 l.lIndlord a, Additional
R"nt. 'I'<'lIl1nl ,hllllll,"II ('IIl1tllld (II' jll II Itllrl III s"IVIe,,, 10 be prol'ided utlh" I'remlses. Tenant
Shlllll'lIY 1111 Ulllll'II11'"I" (III IlIldl "'I"k"" plllllll'lly wh"ll due. III the evelllthal Tenanl falls 10
1I111ke 1(11)' PIlYIIWIII (III "1"1. s" I 1'1.." p",vld.,!1 III the J'rcomlses, I Allldlord Il1I1Y, at ils option, elecl
10 pay slleh ('Iliu~", IIl1d illdlld., Ih" III1lOUul of such charges liS Additional Renl.
10.3 I.alldlold shllll 11111 I.. IIl1hl" fOI 1111)' "on"''Iu''lIllal dahJage' for nny failure 10 furnish finyof
'\ll'h ulil:li,'~ olh""lh.. l"'lulrod b)' 11\l' t~II,"1 ofthLs/1JII,e when such failure is camed in whole
or 1111'1111 \il' /,('1""'111 "j' 1'<11('(' MIIJ"II/o. "l'olW M"joure" shall mean any perlod of dolay which
UrlIH\'i ftolll or ll\lou~',h lildk(!s, Ind..: ()1I1.~, ()t~}(Jr lahol' troubles, accidents, mechanical
brtll\bliIWIl-~1 '("mlnlj /lltl'IIlII')!I!l, IlllproVl1lllonts, \'andaIL'int, breakage, testing. security or
prolt,<.,tlvt\ IlHJ/I'illl'tJ!f, IIln'lItollil, Cilllllt'lvatlolllllUflSUI'CS, legal roq uirements, weathor or fire or
other <:"'u;llIl(ls, (wl",II"'1 or not l'III1H,d by Ihe n""ligence of Lal,dlord or Its agenls, employees,
Ik"II'''o" 01 1111'110"\), d"III)',' (,,,",,,,J by Tellallt or other events or cOlldltion, nol within
LUlldlcltll', l<'II',oll<1blo 11>lItwl. SII"h falluw sh,,1I al,o nollelleve Tenanl of Ihe obligallon to
I'll)' Ihl' full R""1 OJ 1'<lJl!llltule II <nllslrudll'e or otl\(ll' evk110n of Tunan!. In the event any
go\'('rnll\l'1111I1 clltlly ImlxISes n1lllltlalory or volunlal'Y l'Onlrola or guidelines on L1ndlord or
I.lIlldlold'l I'IIII~'rf)' 01 1111)' parlther(Jof, relallng to Ihe u,'e or conservation of energy, water,
E:<<', oil II lid ,'1,'('11 idl)' 01 in tl\(l erelll J ,..ndlold is re'lulred to mllke alleralions 10 LMdlord's
I'ro/.!rt)' In "ld('1 In '1>1111'1)' 111lh mandatol)' or voluntaryconlrol or guidelines, 1"1ndlord ma)',
III Its sole d[\<'I<\llolI. ('()/lIply wllh sllch mandalol)' 01 volunlalY conlrols or guidelines or make
sui'll 1II1'.'rilllon' 10 1,/llIdlord's I'IllIXJrly. SlIch rumpllance In the making of such alterations
ShlllllllllO J:\'.'ul ""III1e Tenant 10 IIny damag"s, release Tenant of the obllgalion to pay the full
H"nl 01' COII;lilule a ""p/lnleti,,e or olhel evicllon of Tenanl.
i I. l\Iul!l~nr/,a"I/I",d.
11.1 Jllllddllion to Ih,. olh"r righls of Landlord \lndor thi.. 1.ease_ Landlord reserves the tight to (a)
chunge tlwnnllle of IIIll Building withoul nolice to Tenant; (b) designate all sources furnishing
sign pnlntillg 01 !"It"rillg on the Premise,: (c) hlll'e 1'11.,.1 keys 10 Ihe Premises; (d) granl 10
IInyone tllll exvlwrll'e right to condllet /lny partlCiJ!ar business or underlaking in Landlord's
Prop"rty ('llIl,blunl with applkablo wning lall'; (e) and enter the Premises at any reasonable
lime und ufl"r J<'a">IIablt, nOlie" (except i.n Ihe event of IIn emergency whereupon Lundlord
lllllY ,'nler Ihe I'rernl,es al any lime without nOllce): (I) for /rL'pectlon; (Ii) 10 sllpply any service
to I", prOl1ded by LMldlord here\loder; (Ill) 10 display the Premises to prospective purchasers,
1"'ldo" or lenants; (Iv) to poSI notices of non'responsibllity; (v) to affix and dL'play "For Rent"
signs; and (vi) to milk" rep"lrs, IIlterations,uddltlons 01' Improvements to the Premises or other
,'!(HlhllL; of I.andlold', Property.
11.2 Wllhollllimlllng Ih" g"neralilY of Ihe provision, of Seclion 11.1, l.andlord ,hall have the righl
10 removo" IIltn, Improve or r"build the IIghl courts, the facade and any olher po'1ions of
Lilodl()ld', I'mperty, l.andlord shall bave the light In the course of s\lch work 10 close
- 13 ~
~
entrances, doors, corridors or other facilities or tempomrily to abate the operation.q of such
facUities without being deemed an eviction of Tenanl or a default by Landlord hereunder.
11.3 The Rent shall not abate by reason of any events described In this Article 11 or by reason of
tbe exercise of any of Landlord's rights under thh Article 11 and Tenanl shall nol be entitled
10 any set-offs or counle,rclalmq for damages of any kind against Landlord by rtnson Ibereof,
all such claimq being hereby expressly released by Tenant.
12. Lj.bililv or Pari.!...
12.1 I.andlord shall nol be liable 10 Tenanl and Tenant hereby waives all claims agalnst Landlord,
wbether or not based on negligence, for any entry into tbe Premises, for any damage to
Tenant's properly, business or pen;on, or for damage 10 any person or properly in or about the
Premises or tbe approaches, entrances, streels, sidewalks or corridors therelo, by or from any
cause whatsoever, by any defect in the Preml;es or any olher portion oILandlord's Property,
or by water leakage of any character from tbe roof, waUs, basement or olher portion of the
Premises or any other portion of Landlord's Property or caused by gas, fire, oil, \Ileetricity or
any cause whalsoever in, on or about the Premises or any other portion of Landlord's Property.
Tenant shalllmmediately notify Landlord of any defective condition in or abouIlhe Premises.
12,2 Tenant shall indemnify and hold L1ndlord hannless from and defend Iandlord with counsel
sat:"fnctory to Landlord against any and all clailllS, liabilities, losses, dnmages, costs and
expenses, for any injw)' or damage to any person or property whatsoever, occurring in, on or
about the Premises or other portions of Landlord's Property when such injury or damage shall
be .oc!Sed in part or in whole by the neglect, fauit of, or omission of any duty with respecllo
the same by Tenant, its employees, invitees, contractors, Sllbcontractors, licensees, subtenants
or agents.
13. Insurnnce.
13.1 Tenant shall maintain, at all times during Ihe Lease Term and at its cost, worker's
compensation insurance in an amount required by law and bodily injury liability and property
damage liability insurance adequate to protect Landlord and Landlord's agenls against liability
for injury to or death of any person in ronnection \lith the use, operation or condition of the
Prerolses and Landlord's Property. Such liability bsurance at all timesshall be in an amount
of not less than Two Million Dolla" ($2,000,000) for injuries to persons in one accident, not
less than Two Million Dollars ($2,000,000) for injury to anyone per.qon and not less than Two
Million Dollars ($2,000,000) with respect to damage to property. U, in the opinion of Ihe
insurance broker retained by Landlord, the amount of liability insurance or the coverage
afforded thereby at any time is nol adequate, Tenant shall increase and alter the insurance
coverage as required by Landlord's insurance broker.
13.2 Tenant shall at all limes during the Lea.. Term maintain In effect policies of insurance
covering ils leasehold Improvements (including any A1teralion.q as may be made by Tenant),
trade fixtures, mercbandl;e and olher personal properly from lime 10 time in or on the
Premises, in an amount 110t less than one hundred percent (100%) of their aClual replacement
cost, providing prolection against all ris\(s covered by standard form of "Fire and &1ended
Coverage Insurance," together with insurance against vandalism and malicious mischid. In
adclition. Tenant shall carry business risk insurance covering a period of alleast one year and
In an amounl sufficient to cover all insurable business risks during such period
- 14 -
DlUr
1~.3 A111nsurauce required to he carried by Tenant ,hall be 'Is,uod hy re.llxm,lble insurance
companies, qualified to do business In the locality where the I'reml,es ale 10Cllted and
reasonably acceptahle to ulI1dlord IInd shall pmvide (a) tha~ no chllOge or cancellation of .ald
policies .hall be made without thirty (30) days prior wrillen notice to Landlord and Tenant; (b)
that any coverage of Landlord or sUm payable to Landlord shllll be ulH,ffected by nny act or
omission of Tennnt or any other In,ured which might otherwise result In the forfeiture of said
insurance; and (c) that the In,urnnce company h,ulng the sarno shall not have any right of
subrogation agaill'lt Landlord or Landlord's insurer. Each policy and renewal shall name
Landlord as an additional i",ured and, in the, case of easualty insurance for other than T"nant's
personal property, shall name Landlord as loss paye". Copies of all policies or certificates
evidencing the existence nnd amounts of said insurance shall be delivered to Landlord by
Tenant upon request. FlllCh policy shall also \'Ontain provisions required by any mortgagee of
Landlord's Property or any portion thereof. Copies of aU policies or certificates evidencingsald
Insurance shall be delivered to Landlord no later than five (5) days prior to the
Commencement Date and renewals thereof shall be delivered toulO,Uord at least ten (10) da)'s
prior to tbe e~'Piratlon of any such policy. If Tenant fails to adhere to the requirements of this
Article 13,l.andlord, in addition to any other remedies it may have, may order s\lch insurance
and charge the cost thereof 10 Tenant, which amount sball be payable by Tenant upon demand
as Additional Rent.
13.4 Tenant hereby waives any and all rights of recovc,y against Landlord and its partners,
employees, agents and representativ(,s for loss of or damage to Tenant or its property Ot the
property of others nnder its contro~ arising from any callSC Ir,sured or required to be insW'ed
against by Tenant, irrespective of whether such loss or damage Is caused by negligence of
Landlord or any of its partners, employees, Invitecs, contractors, subcontractors, licensees,
subtenants or agents. Tenant shall obtain and furnish evidence to Landlord of tht waiver by
Tenant's Insurnnce carriers of any right of subrogation against LandlorcL
14. Destruction or Dama~e.
14.1' In the event that Landlord's Property is damaged or destroyed by c("ualty, Landlord shall with
reasonable diligetlce repair the same provided (a) the damage or destruction was not ca\l!ied
by Ihe fault and neglect of Tenant or its employees, invitees, contractors, subcontractors,
licensees, subtenants or agents; (b) such damage or destnlCtion is covered in full by the
proceeds of insurance made available to Landlord by its mortgagce for such repair; and (c)
sucb repairs can be made in Landlord's opinion within one hundred and eighty (180) days of
commencement of such repair under the laws, ordinances and regulations of the state, federa~
county and municipal authorities. If. in Lnndiord's reasonabie opinion, such repair cannot be
Substantially Completed within one hundred elgbl)' (180) days after tbe commencement of
repairs, then Tenant shall have the rlgbt to terminate the Lea.se.
14.2 If the damage to the Premises l. not caU:led in whole or In malerial part by the fault or neglect
of Tenant or its employees, invltees, contractors, subcontractors, iicense es, subtenants or agents,
then Tenanl shall be entitled 10 an equitable reduction of Rent from the date of the occurrence
until such repairs are completed. Such equitable reduction shall he based upon the exte.nt to
which the proportion which the Leasable Square Feel rendered unusahle bears to the Leasable
Square Feel immediately prior 10 sucb damag^-. The provisions of any law now or hereinafter
passed during the Lease Term authorizing the tennination of the Lease upon the partial or
complete destruction of the Premises are bereby waived by Tenant.
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14.3
14.4
14.5
15.
15.1
J
Notwlth"tandlnf\ ""ythlng In Ihe ronlmry mnl"hwd In Ih\~ Arlido 14, If the Pre mho. or Iho
IIt,lIdlng lire danwgod 01 d(."tr"Yl'd and (II) Iho ropalr Ih"lll"f, In Landlord', "pinion, cannot
he mmpld(\(lw\thln "I'" hnndrlld lllghty (I ~O) day~ of roml1lent'llnlenl of repair, (b) the Hlpalr
Ii n(,II\Wen,d by In"n"ncl.' or tl", m.t thun,of usl\l1lal.d by Landlord exc.ud. tho In,mance
pro\\wt[.; tl' h. mad" "vailabl" to I ,lIndlord hy I'" 11l0l1BaF."e f,,, repair ph" IIny amounl which
Temmt shllll hiw" dq'o~lt"d with Landlord to pay for sud. r"palr or re'lol1lt\cm; (c) th"
estimated \'tnt of repair or re.tnl'l,l\on """"''''~ tw(Only.five IX' 1',"" nt (25%) of the fnll
roplllcement cost "f tho Building; or (d) I"... Ihan three (:1) ye"" would remain of the Lea",
Term, exdu.<ivo of IIny unexercised options 10 exlend Ihe .lIme, upon eompletion of the repairs
or resloration, then in any such ca"" I..mdlord shall have the option to terminate thl.. l"a,e or
to repair or res lore Ihe I'reml.e. or the Building. In the event that l.andlord dects to
termlnale thl.~ I-"a~e, L,ndlord shllll give nOllce to Tonant at any lime within ninety (90) dllYs
aftor such damage, terminating this Lease a< of the dnlo specified In such notice, which data
shall nol be less than thirty (30) or more Ihnn sL'ly (60) days aftor Ihe giving of such notice.
In the ovenl such notice I. given, thl. Loa.~e shall expire and alllntere.t of Tenant In the
Premise, and this Lease shall terminate on the dale 'pecified In the notice, In such eVI,nt, the
Rent, reduced by Ihe appli",ble proportionate reduction, shall be paid up to Ihe dato of
termiJh1lion, Landlord shall refund to Tenant tho Renllherelofol'e paid for any period of timo
subsequentlo .uch date.
In the event Landlord Is obligated to, Of elects to, repair or restore the Premise., Landlord
shall be obligated to repair or restore only such portions of the subjoet Premises which were
originally provided by Landlord al Landlord's expense and, sl\bject to Tenant's righl 10
terminate the Lease under Section 14.1, ~lIlenm of the l"a~e shall conlinue to be in effect.
The repair or restoration of any of Tenant's Alterations or any proplmy of Tenant which was
not provided at l.andlord's expen.<e shall be the obligation 01 Tenant. In no event shall Tenant
be entitled to any compensation for damage or loss of the use of all or any part of the Premlses
or any inconvenience, annoyance or interruption or lo~s of business or for any other damage
whatsoover occasioned by any such damage, destruclion, repair or restoration, irrespective of
the negligence of Landlord or any of \Is employees, invitees, contractors, subcontractors,
licensees, subtenants or agents.
Tenant shall give prompt not lee to Landlord in case of fire. canhquake or other damage to the
Premises or Ihe Building.
Ta\JIIILbv Public AuthoriIV..
If "II of l.anc1lord's Property or such portion thereof as may adversely affect the use of
Landlord's Property by L'Uldlord or any of its tenants, including Ten'ant, shall be taken or
appropriated by any public or qua,i.public authorily under the power of eminent domain, or
transferred In lieu of such taking or appropriation, Landlord shaU have the right, at its option,
to terminate this Lease. In addition, if any material portion of the Premises shall be taken,
Tenant shall have the option to terminate thls Lease. If thls Lease shall be terminated as
aforesaid, Landlord shllll have the right to receive any award or payment made in connection
with such public or quasi.public use or purpose or any payment made In lieu thereof, and
Tenant shall have no claim against Landlord for the vallle of any unexpired Lease Term.
Tenant agrees to make no claim for compensation and hereby assigns to Landlord any rights
which Tenant may have to any portion of any reward made as a result of such taking or
payment in lieu thereof, except for '\lch award as may be allowed for relocation expense and
for flxture. and othereq\llpment installed by Tenant which do nol become Landlord's property
atlhe termination of Ihe 1,,"-," under the terms hereof, but only If such award Is made by the
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DQ1r
,'ondelllnallon WillI In "ddilion 10 "nd not In diminution of Ihe 8wardlo Landlord and is
slalud stpalllllJly fro," Ihe nwardmade wilh lespecl to I.I\ndlord's Property or Ihe part thereof
which was lakun 01 condemned. If a parI of Ihe Premises shall be so taken or appropriated
uud tWhher !'andlolcl nor Tenant elecls to lerminale Ihi. l.ease as aforesaid, the Relll
Ih"reafler 10 I~, paid shall be reduced ba,e.d upon the proportion which the Leasable Square
Feellaken or approprialed fl(oal1lto Ih" Lea,able Square Feellmmedialely prior losuch taking
or appropriation.
H,l If Ihe It'mJ"rary '''e or Occupancy of all or any palt of the Premises shall be taken or
upproprlated for "ny puhlic or 'Ju"'i.puhlic '''e. I his Lea.,e shall remain in full force and effecI
unaffel.ted by such laking or appropriation; provided, however, Renl paid during the period of
lemporary Use or ')(:"upancy shall he reduc",j based upon the proportion which Ihe l./lasable
Square Fcellcrnporarily so used or OC('upled bears to the !..ea,able Square Feet hnmedialely
prior I() such Use or Oc<'upaney. Landlord shall be entitled to nppear, claim, prove and receive
Ibe entire nward as represe nls the cosioI' re'toratlon of Ihe Premi,es and any other POrtion of
Landl()rd's Property.
16. !lsc~tQme~J'ar.t.e.rJ)!I!I!!!!!g.~"J!I!'
16.1 Tenant shall not be allowed to Use Ihe name of Office Park or the Building or words to that
effect, in conneclion with any business carried on In the Premise, (except a.q Tenant's address)
without Wrillen consent of Landlord whkh coment Landlord may withhold in lis sole di'cretion.
16.2 Landlord shall have Ihe right to change the name of the Building during the period of time In
whleh Tenant occupies any [<Onion of the Bul/ding under this l.ease or any extension thereof
and shaU hm'o no obligarloll for any loss ()f damage to Tenant by reason thereof.
17. SUbor'dlllatio'rL!Htll.t!!!l!!~,(L/~OJ!!!islltrb~!!s.~.~lId Es'ol'.pel Cerliricufe~.
17.1 l1ds Lease shall be subject nnd subord'inate at aU limes to aU ground, airspare and'or
underl}ing leases whkh now c.x,S[ or may hereafler be execuled affecting Landlord's l'roperty
or any portion thereof, and 10 the lien of an)' mortgages or deeds of trust in any amOUllt or
amounts whatsoever no\\' or hereafler placed ()n or against Ihe Oftice Park, the und or the
Building or any pan Ihe reof or on or ngain.st L1ndl()rd's interest or estate therein or on or
against any ground, airspaco or underl)'ing leilSe and to all renewals, modlficalions,
consolidatlon.s, replacements and e'1ensi()ns thereof, unless otherwise required by any
mortgagee or beneficiary under an)' deed of tnlSt or lessor under a lease, without the neressity
of having funher instruments on the PUrl of Tenant 10 effecluale such subordination. Subject
10 the terms of any mortgage or deed of trust existing as of the date of lhis !..ea...., so Jong as
Tenanl Is not In default In the payment of Rent or other sums under this '-ease or in the
l'9rfOlnlllnce of any term" covenant." agreements or C'Onditions of thiq !..ease, Tenant, subject
10 Ihe other provision.s hereunder, shall nOt by r~ason of foreclosure or the exercise by any
remedy under any such mortgage or deed of trust, be disturbed In Tenant's occupancy of the
Premises during lhe '-case Term or nny extellSion thereof. Upon request of l..audlord, Tenant
wlU execute within five (5) da)'s of such A!quosI any funherwritten IllSlrument which Landlord's
mortgagee or beneficiary under a deed of Irust shall request wilh respect to subordination so
long as such in.slrumenl is consistent with Ihe term.s of this Section 17.1. In the event of
I/<I'minatlon of any Such underlying lease or foreclosure of nny such mortgage or deed of lrust,
Tenant shaU, atlhe option of the successor In interest 10 l..andl<>rd, 00 and become Tenanl of
Such SUccessor in interest, and shaU altorn to such suceessor In inler,sl, and shall, at the request
of such successor in lnt.resl, enter into a new lease for the balance of the !..eas. Term Ihen
- 17 -
O~
remaining on the '"me tenns, ("venan", "fleelllent' IIIH]' ~o"dltlon' ", arc in thl, tel'se
~on\ained. Tenanl agrees that, upcm wrlllen reclucst of any present or fuluro mortgagee 01
holder of a deed of tru,t with re'l'"cl to Landlord'. Property 01 any portion Ihel'l.of, this '""aM'
shall hi, prior, rather Ihan sulxlrdinate, to any mortgllge. or deeds of tm,t placed all Landlotd',
l'roperty or MY portion thereof by such mortgagee or holdcr. Thl, cla",e ,hall be ,elf.
operative, but upon reque,t. Tenant agrees to execute and deliver any document neces'ary to
confirm the 'ame within five (5) days of ,"ch mortgagee's or holdN's recl"est.
17,2 If any act or oml"ion by Landlord would give Tcnanlthe righI, immediately or after laf'le of
time, to cancel or tennlnate Ihl, l.ea,e or to claim a parllal or tolal eviction. Tenant will 1101
exercise any such right until (i) It has given wrlllen notice of ,uch act or omlsslon to each
mortgagee, holder of a deed of tru,t and succc,"or landlord appearing of record by delivering
notice of such act or omLssiolJ addres,ed to each such party, and (ii) a reasonable period lor
remedying such a(1 or omission shall have elapsed following slIch giving of notice,
17.3 Tenant agrees, at any time, and from time to time, upon 1I0tless than 11:11 (10) day' prior nollce
by tandlord, to execute, a~knowledge and dcliver to l.andlord and any other party dc:signated
by Lendlord, 11 statement in wriling~ertifying (i) that thi, Lease is unmodified and in full force
and effect (or if Ihere have been modifications, thallhe same Is in full force and effecl as
modified and stating the modifications); (ii) the dates to which the Rent and olher charge, have
been paid; (Hi) the Commencement Date and Termination Date of the l.ease; (11') whether
there Is any free F(ent or allY other concession due to Tenant under the terms of the Lea,e; (1')
whelber any oplions to e~1end Ihe Lease Term exl,t; (vi) whether Tenant has any c1ain,. or set
off under the Le"'e agalnsl Rent or charges due or to become due thereunder; and (vii) as 10
such other matters concerning the Lease or Tenant's ocC\lpancy of the Premises with re'pect
to which l.andlord or Landlord's de.ignee may reasonably request. Tenanl will also state in
such certificate whether or nol to the best knowledg" of Ihe signer of such certifkate, Landlord
i51n default in pt..rformancc of any cQvt'nant, agreement, tenn, provision or con(lition contalned
in this Lease and, if so, specifying each such default of which the signer may have knowledge,
it being intended that any such statement delivered pumllant her~to may be relic,d ul>:>n by
Landlord and by any existing or prospecth'e purcha,er, mortgagee, deed of trust holder or
Icssee of the Offlcc Park or Ihe BlIilding or any part thereof. Tenant also agrees to execute
and deliver from time to lime such estoppel certificatcs as any exlsting or prospective lendcr
or purcha,er may reqllire with respecl to Ihis Lease.
17,4 On or before the dale Tenant ftrst take. p<l6session of tbe l'remises, Tenant.grees 10 execule
and cause all guawnlors to execute a tenMt acceptance certiftc"le and eSloppelletler in such
fonn as Landlord may reasonably request.
18. Lnublllly or Falh!t~!~.l'_.rrorn!.
18.1 Landlord shall not have any liability for failure to supply, or delay in supplying. any service
expre!>S1y or impliedly 10 be supplied, to make, or delay ill making, any repair, additions,
alteralions or de<:orations, to .upply, or delay In supplying. any ec\uipment or fL'lImes or
otherwise to perform its covenants under this Lea.e, If Landlord i, prevented or delayed from
so doing in whole or in part by re",ons of Force Majeure and the period for Landlord's
perfonnance of the l.andlord's obligalions sball be extended for a period equivalent to the
period "f such delay,
18.2 In no event shall any delay in delivery of the PI'I,ml,es by Landlord to Tenant constitute a
termination of this Lease, or any extension hereof, provided, however, provL,ions of this Secti"n
- 16 _.
Drur
20,2 In the evenl of any defnult hy nl1\ant A. denned In Seello~ 20, I, Lnndlord may lit IUlY lime
thereatter, upon notke IInd without IInllllng Landlord In the oxerclilO of MY other right or
remedy which I.llndlord may lUIVl\ by reMon of .uch default 01' broach:
(II) Ilecelornte the Rent for the entire blllllllee of lhe Lo""e Teml or MY part thereof, Md
any cosl. nlld sh"rlfl's, mar.hnll'" eonstahle'. or other official's eomml..lon." whether
chargeable to Landlord or Tlmant, as If by the t"nns of thl, Lea,," said b,uance of the
Rent and such other cI\i\rges and expen.es were payable In advMc, on the date of
.uch accelerallon. For purposes of accelerating the Cost I'a.., '1111'OU8hs for the
balance of the Lease Term, Landlord shall he entitled to calculate the .ame based on
the Cost I'"" Throughs last paYI,ble by Tenant wllh an increase thereof in Ihe amount
of (lvepercent (5%) for each Lease Vear or portion thereof then remaining In the
I.ellSe Term. Nothing herein shall relleve Tenant of liability for actual Addilbnal Rent
In exec.., of such calculation., for any period by Landlord pUf1,uant to thb Section. If
such calculation. exceed the amount of actual Additional Rent for such period,
L1ndlord shall either refund r.uch excess to Tenant or apply such excess to other sums
which may become due to I~1ndlord undel this Loase.
(b) elect to tenninate tnls Loase and the tenancy created nereby by giving notice of such
election to Tenant wltnout MY right on the part of Tenant to save the forfeiture by
payment of any sum due or by other performance of condition, term, agwement or
covenant broken;
(c) elect to tenninate Te.nanl's postlessory rights and all other rights of Tenant without
tnereby terminating thb Loase, and Lnndlord may without notice reenler tne Premises,
force ably, If necessary 10 effect entrance, for the purpose of di,traint or execution, and
to remove Tenant and all other persons and properly from the Prelnlses, and store
such property in a public warehOlLle or elsewhere at the cosl of and for the a",ount
of Tenant without resort to leg..d process and without L1ndlord being deemed guilty
of trespa.. or beCOmlllg liable In any way for any 10", or damage occasioned thereby,
and to take possession of and sell under dlstrainlthe good. and chattels fOLlnd in the
Premises;
(d) sell at public or private sale all or any part of Tenant's property In the Premises
whether exempt or not from sale under execution or attachment, the partl,. hereby
agreeing that said property snail at all times be subject to a lien in favor of Landlord
and shall be chargeable for all Rent and the fulllllment of all other covenants and
agreements nr.reln contained, and the proceeds of such sale may be applied by
Lnndlord: first, to tne payment of all costs and eltpCnses of cond\lctlng tne sale or
caring for or storing said property; serond, to tne payment of any indebtedness,
including, without limitation, any indebtedness for Rent, wlUch may he or may
thereafter become due from Tenant to Landlord; and third, to pay Tenant, upon
Tenant's demand therefor, any surplus remaining after all indebtedness of Tenant to
Lnndlord nas been fully paid. Tenant expre..sly waives tne oonefits of allla""" now or
nereafier in force, exempting any property within tne Premises or elsewnere from
distraint, levy or sale;
(e) pur"ue any other remedy now or hereafter available to Landlord under app\iC'dble laws
or judicial decisions.
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Dill(
20.3 Tonant .hall abo pay 1111 reMollllhle IIttorney'. fee. IInd othlOt eosls of .nlt ()\lId IIppenl, If
neces.ary) Incurred by I.lIndlonllf 111>ce(,m", nee""I")' for I.lInd\ord to emrloy I\n attorney
or olher agent to bring ,uli 10 enfon:e any of the provL.lon. of this ]"a,e.
21. tumeu!..![ TOJ![lul's Ohtl~.!!lli!~JlYJ,'!.!!l\"!I:dJlJ!!U!IIJ'"lll.!le'!t..
All ternu, <'Ovenant., apleemenls and conditions to be performed by Tenant under Ihi, Le.ISe
,hall be performed by Tenant at Tenanl" sole cool and expen.e IInd without any IIbatement of
Rent. If Tenant .hall fail to pay any sum of money, olher Ihan Rent, required 10 be paid by
it herellnder or .hall full to perform any olher act on ils part to be, p<,rfonned hereunder, and
such failure .hall conlinue beyond any applicable grace period sel forlh in thi, l.ea.e, Landlord
may, without waiving or relO!\Sing Tenant from any obllgalions of Tenant, make any "",h
payment or perform any .uch other acl on Tenant's part. All sums so paid by Landlord and
all incidental cosls Ihereto (including reasonable attorneys' fees) together with Interest Ihereon
at a rate equIII to the lesser of five percent (5%) OVOl' the n..w Rale unnounced from time 10
time by DuupWn Deposit !lank and Tnlsl Company, Harrl<burg. Pennsylvllnia. or the highest
rute permitted by luw (the "Default Rate') from the date of such payment by 1.1ndlord shllll
be payable to Landlord on demand und Tenant covemmts 10 ('<1Y any such Slims, Landlord
sball have (in addilionlo any other right or remedy of Lllndlord) the same rights und remedies
in the event of tbe nonpayment thereof by Tenanl ai in the case of defauit by Tenant In the
puymenl of the Rent. In addition, any Renl, including Minimum AnnuIII Renl, Cost p",s
Throughs and Late Charges wWch are not paid timely will accrue interc;t ut Ihe D(,fault Rate.
2~. AbaDd'!.!!.rlle!!.!,~I'erso!!~!lJ'J!lli'.!j'y.
In the event of termination of this Lease in any mallner whlll.oever, Tenant shall forthwith
remove Tenant's goods alld effecl, and tho,e of any other persons claiming under Tenant or
subtenancie, assigned 10 It, and quit and deliver the Premises to the Landiord pe a,e ably and
'l\lletly. Goods and effects not removed by Tenant lIfter termination of this Lease (or within
forty"lght (48) hours after" termination by rea,ion of Tenant'. defa\llt) shall be considered
abandoned. Landlord shall give Tenant notice of right to reclaim abandoned proporty p\lrsuant
to aprlle-dble local law und may thereafter dispose of Ihe same as It deem. expedient,lncl\lding
storage in a public warehouse or elsewhere ut the coot and for the aCCO\lnt of Tenant, but
Tenant .hall promptly upon demand reimb\lrse Landlord for any expenses Incurred by l"andlord
in connection therewith, which obligation shall survive the termination or expirutlon of this
Leuse.
23. Hold.Over.
If Tenant shall not immediately sunender the Premises on the day ufter the terminal Ion or
expiration of the Leuse Term. then Tenant shall, by virtue of this Lease, become a Tenant at
tbe suffemnce of Landlord at twire the rental agreed by Tenant to be paid i\'l aforesaid, and
Tenant shall be subject to all of tbe otber co\ldillons und covenants of this Lease.
24. Noll<;t~.
Any und all notices or demands required or permitted herein sball be In writing served either
pe,f1)onally, by commercial overnighl courier or by certified mull, retulll receipt requested, at
the addresses provided in Section 1.1 for tbe party. Service shall be deemed made at the time
of delivery or refusal thereof. Either party may specify u different address by giving the other
party notice of such different address according to the terms of Ihis Article.
- 21 -
DQ../r
,
25. Hl!!I:lI.ntl'..
(lntr.ntlollully omlUflCl)
16, l!elo\"ot!l'ID-!!fJ.~lllJ!t!.
Landhltd shall have the right from time to tirn'" to rr.lonlte Tenant to Mother pm of the
Ornce Park or to the RossnlOyne Jlu.ine.. Park In ac,:ordancc wllh the following:
(n) the new locution .hall be of compamble .Ize to th" then exi.ting )'remises and .hall be
completed comparably to the eld.llng Premises:
(b) the cost of the physical relocation and in placing the new location described in
subsection (a) above shall 00 borne by Landlord;
(c) If the relocated Premises are smaUer or larger than e~isting Premises, the Minimum
Annual Rem and th/) Tenant's Proportionate Percentage shall be proportionately
adju.,ted to renect tbe proportion the relocated .quare footage bears to the existing
square footage and the Additional Hent shall be romputed based upon the square
footage of the space In which Tenant is relocated;
(d) all reasonable ro,ts incurred byTenant as a result ofth. relocation, including, without
limJtation, costs incurred in changing addresses on stallonery, business cards,
directories, advertising and other such items, shall be paid by L1ndlord; and
(e) Landlord shall deliver to Tenant wrillen notice of Landlord's election to relocate,
specifying the new location and the amount payable lherefore at least thirty (30) days
prior to lhe date the relocation is to be effcctive.
27. .!<lli!!.Jlnd Several [,fuhll!.!r..
If two or more individuals, corporations, partnen;hips or other business associations (or any
combination of two or more thereof) shall sign tbis Lease as Tenant, the liability of each sucb
individual, corporation. partnership or other business association to pay Rent alld F"rform all
other obligations hereunder to be performed by Tenant shall be deemed to be joint and several
In like manner, if the Tenant named in this Lease shall be a partnership or other business
association, the members of which are, by virtue of statute or genemllaw, subject to I":rsonal
liability, the liability of each such member shall be joint and several
28, Transr.r or Landlord's Inleresl: Uml!.lio!L!>.r L1ahilllv.
Notwithstanding any provision of this Lease to the contl'llry, in the event of the sale or otber
transfer of Landlord's interest in the Premises, Landlord shall thereupon and without further
act by either party hereto be released and discharged of all covenants, agreements and
obligations of Landlord hereunder whether theretofore accrued or thereafter accruing. The
liability of Landlord under this Lease sball be limited to its interest in Landlord's Property and
any judgments against Landlord shall b., satisfied solely out of the proceeds of sale of Its
interest in Landlord's Property and any judgment so rendered shall not give rise to any right
of execution or levy against any of Landlord's other assets. If Landlord or any successor in
interest to Landlord shall be an individual. joinl venture, tenancy in common, firm or
partnership, general or limited, there sball be no I"'rsonal liability on such individual. fiml,
pmnership, joint venture or the members of such firm, partnership or joint venture with
- 2a -
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rcsl",,'1 to any or Ihe provblons (If this l.ell"" or any obligations arl,lng therefrom In connection
Ihllrewlth, In sueh lJvent, Tcnanl .hnU look solely to the equity of the t\wn OWl1fir of Ihe
prolYJJ'ty on which Ihe Premises lire located for the .allsfllcllon of I'em,.,dles by Tennnt in the
evcnt of II brea':h by r .1ndlol'd of nny of It. C(Wenllllt., agrcements or ohlig"tion9 her.\lnder.
In no event shall Landlord he liable 10 1'em\Ol for ronscllllCnllal or punlllve damage. for any
rellSon whatsoever.
19, l!lUd;'\t~!t~I'!Il.
If lIny exlen.ion 01'1 ion I. indicated in Section 1.1. Tenant .hall have the option to extend the
!.ellSe Tenn, eserci.nble as herelnahe,r pl'Ovided, for Ihe number of sUcces.~'e extension lerms
and the number of yearn for each extension term as .peclfled in Section 1.1, each such
extel\.sion term upon nil of the term.s, covenants and conditions set forth In this l.ease.
Notwithstanding anything to the contrary In the previOlLs sentence., Tenant shall have the right
to an extension opllon only so long '" thl, Lea.,e shall be in full foroo and effect, and no
default, or event which but for the pas.age of lime or the giving of notice, or both. would
constitute a def.ult hilS occurred and is continuing and that in the ca"" of any exten,ion lerm
other th.n the tlrst extension term, Tenant shall have exercised the preceding extension option.
The Minimum Annual Rent for each l.ease Year or porllon thereof during any ex1el\.,lon term
.hall be thlll amount specified in Section I.\. Tenant shall exercise its right to an ex1ension
term by giving Landlord notice of its election \0 do so nolle" than SLX (6) months prior to such
extemion lenn and, upon the giving of such notice, Ihls Lea,e shall be deemed to be extended
for the period of Ihe relevant extension term without the execution of any further lease or
Instrument.
30. MI.""lIantoll~ I'rovisions.
(~)
(b)
Time i, of the esscnce with respecl to this l.ea,e and each of its pr0\1'ions.
The w.lver by Landlord or Tenanl of .ny term, covenant. agreement or condition
herein contained shall not be deemed to be a waiver of such term, covrnant,
agreement or condition on any prior or subse'luent breach of the same or any other
term, covenant, agreemc,nt or condition herein contained. The subsequent acceptanl'C
of Rent hereunder by 1~'I1ldlord .h..I1 not be deemed to be a w.lver of any preceding
breach by Tenant of any term, covenant, agreement or condition of this Lease, other
than the faUure of Ten.nt to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
Rent.
(c)
In the event of any action or proceeding brought by Landlord agall\.st Tenant under
this Lease or in the event Landlord [.; otherwise required to retain counsel to enforce
landlord's rights hereunder, l.andlord shall be entitled to recover for the LUSts and
fees of Its attorneys in such matter and Tenant shall promptly pay such oosl. and fee9
as Additional Rent within ten (10) days after receipt from Landlord of a demand
therefor.
(d)
This l.ease and any exhibits and addenqa attached hereto and hereby incorporated
conslitute the entire agreement between the parties, and supersedes any priot
agreements or understanding;! between them. The provl.lons of this Lease may not
be modified in any way except by written agreement signed by both parties.
- 23 ..
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MAC-HINE'.f'..Y
<;;HOWf'.QOM
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9
EXUIRIT D
BYkUJl!lJ!~Il!!!~.!.!~l
1. The sidewalks, parking lOb, driveways, entrances, passages, vestibules, rorrldOls, halls and other
public portions of the Building ("Common Areas") shall not ~ obstructed or encumbered by any
tenant or used for any purpose other than ingress and egrcs'~ to and from the Premlses, and the
delivery of products and materials (provided such dellv{,ry or shipment does not obstruct othel1l In
their ingress and egress to and from the Premises or the Common Areas) and no tenallt shall permit
any of It. employe.,., invitee., contractors, subcontractors, IIc.,nsee., subtenantn or agents to
congreS"tc or loiter in any of the Common Areas. Tenant "hall not Invite to, or permit to visit, Its
Premises 1X'l1Ions in such numl"'l1I or under such conditions as may Intelfere with the use and
enjoyment by otbers of tbe ('..ommon Areas. Fire exits are for emergency USe only, and tbey shall
not be used for any otber purposes by Tenant, or the employees, invltees, contractor.,
subcontractors, llcell~ees, subtenants or agents ofTenant. 1.andlord reserves the right to control and
operate, and to restrict and regulate the use of, the ('-"romon Areas and tbe public facilities
furnished for the common use of the tenants, in such manner as it de<>ms best fOlthe benefit of the
tenants generally, including the right to allocate cerlaln elevatol1l for delivery service, and the right
to designate which Building entrances sball be used by persons making deliveries in the Building.
No doornlat of any kind whatsoever sball be placed or left in any public hall or outside any entry
door of the Building.
2, No "wIlLn&" or othel' pwjec1ions shall be attached to or hung In or u.~ed in collnection with any
window or door of lhe Building, without the prior writtell consent of Landlord which consent
l.andlord may withhold In its sole discretion. Curtains, blinds, shades 01' screens must be of a
quality, type, design and color, and attached In the manner, approved by I-"ndlord. In order that
the Building can and \lilll11"intain a unifoml apptarance to tbose 1"'l1Ions outside of the Building,
Tenant shailusc only building standard blinds in window areas which are I~sible froll) the outside
of the Building.
3, No sign. IllSignia, adl'crtL<wment. lelleling, notice or o'(hcr object shali be exhibited, Insll'lbed,
painted or affIxed by any tenant on any pal1 of the outside of the Premises or the Building, on
conidor walls or in any Common Area without the prior wrillen consent of Landlord which consent
Landlord may withhold in its sole discretion. Sib"" on each enlrance door of the Premises shall
conform to building st'Uldards as to size, content, color and style as establisbed by l;mdlord from
time to lime at Landlord's sole disere tion. Such signs shall, atlhe expense of Tenant, be inscribed,
painted or a[flxed by signmakm approved by Landlord. In Ibe event of the. liolalion of the
foregoing by renant, Landlord may remove the same without any liability and may charge the
expense incmred in s\lch removal to Tenant as Addilional Rent. Interior siglls, if any, and lettering
on dool1l and the Building directory shall, If and when approved by Landlord, be inscribed, painted
or a!flxed for Tenant by L"ndlord, at the expense of Tenant, and shan be of a Sil.8, color and style
ac"'ptable 10 Landlord. Only Tenlu1t named in tbe I-<'..se shall be entitled to appeal' on Ihe
director)' tablet. Additional names Ill"y be added in Landlord's sole discrction under such term, and
condit lOll' as Landlord mal' approve.
4. Neither the sa,~hes, sash doors, skylights or \lindoll' Ibat reflect or admit light and air into the halls,
1''''' a &C' II' a), or olhcr public places in the Building, if any, nDr the heating, ventilating ,md air
conditioning v(',nts and d001~ "hall be covewd or obstr\lcted by any tenant, nor shall any bottles,
pared, or olher al1ides be plac"d on the window ,ills or on Ihe peripheral heating enclosures.
\Vhentver the he-filing. ventilating or air conditioning systems are in op(~r"tion, Tenant ap)l'CS to
dlaw Ihe shades, b!in(h or other window c<weringq, ilq rea""n"bly rtl.l\lircd hc('a\lse of the p',;ition
- 29 -
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oC the sun. Tenant shaU have no right 10 rerllove or change shades, blinds or olher window
ccveril\i!I' wllhln Ihe Prr.mlses with()ut Landbrd's prior written oon.qenl which ronsent Landlord may
withhold In Its sole ,Uscretlon.
5. No showcases or other artld.s shall he pUI by Tenanl In Cront of or affixed to allY part of Ihe
exterior of the Building. nor placed in Ihe Commcn Areas.
6. No acids, vapors or olher hann!nl materials shall be discharged, or permllled to be discharged, inlo
the waste lines, VMts or flnes oC Ihe Building. Tim waler and wash closets and olher plumbing
fixtnres shali not be uqed for any purposes olher than those for which they were designed and
ronstmcled, lll\d no sweeplnS", mhbiqh, ra!')l, acid, or other foreign substlll\c"" shall be thrown or
deposited therein. Nothing .hail be swept or thrown Into Ihe Common Areas or olher areas of the
Building. Into or upon any heat:ng or ventilating vents or registers or plnmblng apparatus in the
Bulldlng. or npon adjoining building'l, land or streets. The cost of repairing any damage resulting
from any misuse of such Chillies, vents, reglslen; or apparalus and the cosl of repairing and damage
to Ihe Building, 10 any lacilities of the Building or 10 any adjoining building or prOptlrty caused by
T"nanl or Ihe employees, inlitees, contractors, subcontractor.;, licensees, subtenants or agents of
Tenant shall be paid by Tenant.
7, Tenant shall not mark, paint, drill Into or in any way def"ce any part of the Premises or Ihe Building
other than as may be permllled by the tenns of this uase. No boring. cutting or stringing of wires
shall be permilled, except \lith the prior written consenl of Landlord which con.,enl Landlord may
withhold in lis sole discretion. No lelephone, telegraph or olher wires or instruments shall be
Inlroduced Into the Building by any lenant except in a maMer approved by Landlord. Tenant shall
not lay linoleum, or other simUar floor covering, so that the same shaU come in direct eonlact with
the floor of the Prembes, and, if linoleum or other simllar floor covering Is desired 10 be used, an
intr.rlining 01 builder's deadening rell shall be first afftxed to the floor hy a paste or olher material,
soluble In water, the use "f cement or other similar adbeslve malerial being e~-pressly prohibited.
8. No bicycles, vehicles, animals (exccpt seeing eye dos-oj, fbh or birds or any kind shaUb<- Gj()\l&'\ ".,e
or kepI ill or about Ihe Preml,es.
9. Tenanl shall conducl its business in the Premises in such a manner, both al re.gards noise and other
nuisances, as wlll not interfere lIilh or disturb TillY other tenant in the Building, neighboring residents
nr the Landlord in the ownership or managemenl of the Building.
10. NOlhingshall be done or pNml\ted in Ihe Premi,es and nothlngshal\ be brought into or kept in <;or
aboullhe Pwmlses, which would impair or interfere \lith an)' of the building equipment, the !'elvices
of Ihe Building or Ihe proper and emnomic heating, ventilating, air conditioning, cleaning or other
smices of the Bnildlng or Ihe Premises, nor shall there be installed hy any tenant any ventilating,
air conditioning, eleclrical or olher eqnipment of any kind which, In the judgment oC Landlord,
might cause any such impalnnent or Inlerference. Neither Tenant nor the employees, invitees,
contractors, subconlractors,licensees, sublenants or agents of Tenant shall at any lime bringor keep
upon ils Preml,es any inflammable, combustihle or explosive fluid, chemical or substance.
11. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by
Tenant, nor shall any ('hanges be made in locks or the mechanism Ihereof. Duplicate keys for the
Prcmi",s and toilet ronm, shall be procured only flOm !...Indlord, and Landlord may make a
rc:asonnble charge therefor. Tenant shall, npon Ihe explralion or s,x<ner lermlnatlon of Ihe Lease
of which these Rules and Regulations are a pal1, lum over lo! J1ndlord all kc:ys 10 stows, oen""s and
loilel rooms, either fumlshed 10, or olherwise procured by, Tenant, and In Ihe event of the loss of
any keys fUl11ished by Landlord, such I{'nant ,hall pal' 10 !<lndlord the msl of replacementlocb.
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ADDENDUM TO LEASE AGREI!:MEN'l'
THIS ADDENDUM is entered into by and between ANCHOR
INVESTORS (" Landlord") and SUMMIT MACHINERY SYSTEMS, INC.
("'I'enant") and comprises part of that LEASE AGREEMENT between
Landlord and Tenant dated ~~-t- ' 1995 (the "Lease").
All capitalized tenns used hereIn, unless otherwise defined,
shall have the meanings set forth in the Lease.
For good and valuable consideration, and intending to
be legally bound, the parties agree that the l,ease is amended as
f.ollows:
1. Sections 4.3.1 (c), 4.3.1 (d) and 4.3.3 of the
Lease, concerning cost pass throughs for certain capital
improvements, are deleted in their entirety. All reference i.n
Section 4.3.4 to "Capitalized Cost of Capital Improvements" are
deleted. In lieu thereof, Landlord and Tenant agree that Tenant
will be responsible to pay all costs and expenses of any capital
improvement to the Premises that is made by Landlord at Tenant's
request, which shall constitute an Alteration under Section 9.4
of the l,ease.
2, Section 7.4 of the l,ease is amended by adding the
following to the end of the first sentence of said Section:
"other than those that are: (i) noticed to
l,andloI'd in writing, together with a description of 'I'enant' s
use, storage and disposal plans therefor; (ii) incidental to
Tenant's normal business activities at the Premises; and
(iii) used, stored and disposed of in accordance with all
applicable statues, laws, ordinances and regulations."
3. The first sentence of Section 8.4 of the Lease is
deleted in its entirety and restated as follows:
"No subletting or assignment shall release or
alter Tenant's primary liability to pay Rent and to perform
all other obligations to be performed by a tenant hereunder'
unless Landlord shall have consented in writing to such
subletting or assignment, which consent shall not be
unreasonably withheld."
4. The third sentence of Section 8.4 of the Lease is
deleted in its entirety and restated as follows:
"Upon a default hereunder by any assignee or
subtenant of Tenant (other than an assignee or subtenant
approved in writing by the Landlord), Landlord may proceed
directly against Tenant without the necessity of exhausting
remedies against such tenant or subtenant."
D~
5. The last sentence of Seotion 11.2 of the Lease is
deleted in its entirety and restated as follows:
"Landlord shall have the right in the course of
such work, so long ao Tenant's ability to conduct business
operations at the Premises io not materially adversely
affected, to close entrances, doors, corridors or other
facilities or temporarJ.ly to abate the operations of such
facilities without being deemed an eviction of Tenant or a
default by Landlord hereunder."
G. The clause "whether or not based on negligence"
appearing on lines 1 and 2 of the first sentence of Seotion 12.1
of the Lease is deleted in its entirety and replaced with the
following clause:
"other than those based on Landlord's gross
negligence or wilful misconduct"...
7. Seotion 13.4 of the Lease is amended by adding the
following sentence to the end thereof:
"Landlord shall remain liable to 'renant for such
loss or damage in excess of the amounts of insurance
coverages required to be maintained by Tenant under Section
13 hereof (or in excess of actual coverages maintained by
Tenant if higher than the required coveri>.ges) in accordance
with Section 12.1."
B.
each reference
(90)" .
Seotion 14.1 of the l,ease is amended by changing
to "one hundred eighty (180)" therein to "ninety
9. Seotion 28 of the Lease is deleted in its entirety
and restated as follows:
"Notwithstanding any provision of. the Lease to the
contrary, in the event of the sale or ot.her transfer of
Landlord's interest in the Premises, Landlord shall thereupon and
without further act by either party hereto be released and
discharged of all covenants, agreements and obligations of
Landlord hereunder whether theretofore accrued or thereafter
accruing. The parties acknowlE'ldge that Landlord is a general
partnership and agree that the liability of Landlord under this
Lease shall be limited to its interests in Landlord's Property
and its interest in all other real or personal property assets
owned by Landlord (the "Partnership Assets"), and recourse under
any judgments against Landlord shall be limited solely and
exclusively to the proceeds of sale of Partnership Assets. In no
event shall the individual partners of Landlord have any personal
liability with respect to any provisions of this Lease or any of
the Landlord's liabilities, agreements, representations,
warranties and obligat.ions hereunder, and Tenant hereby waives,
releases and disclaims any recourse hereunder to the individual
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SHERIFF'S OFFICE
SHERIFF SERVICE
PROCESS RECEIPT, end AFFIDAVIT OF RETURN
T"pTAINTirrisl
50 NOAlH DUKE HTHEET, PO flOX 11:1480, LANr:ASTH"I, peNNSYLVANIA 17608,3400, (717) 299.8200
"...,r. n .""~~_._--"-_._,._----,,-
PLEASE TYPE OR PRINT LE II.V.
DO NOT DETACH ANV COPIE..
f' COlJnr NLlMn[n~'--'._--"'~-'--'-------
. 9!J.c22.9C.lvJLn"'n__.__~
4 TVPf m W~II' OR COMPLAINT ~
.n. No tic(J~.r}(:Lc::.omlJ.l~,t!lL"_8
Anchor Inves(ors
3 OEFENOANlI'sj' ,
--- SummIL.MuGll1nllrVm:lyatlllllS" InG.. ',.,.,".',
liVE { ~J NAMf' OIINUII]IDUAl, C()~H'MiY. t:ornIOI1AflON. t Ie TO tit, ~if'-'lVll)
SUlllmi t Mac/lIIHJl'Y SystOIllH, In".
"" ., 6--~()il~if9siijt"e(I-I'o; "hfo.-A pa;I;;ittril-N,;;~'C,-liY', "tio;"{;,lwp , 91111':- a~(i ilp"c.;i;titi)
2'!'_"'''n",,:>.~;,WB~,.':..~'-i,qh SI, J.:JIZili'et/l(own/ I'^ 17012
7 INOI.:~ATE (JNUS~~I:,~~II.III.CE_IO(J!I'l;II~i';'OT"H' ",,--, ~~ ,J;J..H: r.l 'n..", ..'~"m...___,_-{g
Now. .....lLL4.L.22...,. 19 "~i,SHEAiFFOFi.'lt.M;l\in:!W'80liNTY, r;A,d~ "rot;'.'.'pUiiz;it;;; shoriii'"Q,'-'''~-,!
_-LWI.i;i.Ul.LeL:........_...__......_........""'...._ County to execute thls~"~~rn !heroo~"g fi
to lew, This deputetlon being made et the requesl and risk 01 the plaintiff, ," ~......~_ LJI!."~:'iiliiM.~e~. -4m._.._,~.
- -...---<.--.. - - !l1l[RIH (1' _ J'H., ,c' _ ' ""-C"
e:a'ltIAlTiiiTftUCTIONI oil oTHEti'ifff.oAiiATIONTHAT WilL AI"IIT iNEXpSDlri;,;oiiiilvl'ci!'....=""- r ..--........~..._-_..,,__
CumbCI:land
....
..
NOTe ONLY APPLICAILE ON WAIT OF EXECUTION: N.B. WAIVER OF WATm'MAN,~ Any dupul" ~IHIfIll tev~'mg upon or allaohinv ally prop8f1v undor
within wrll m8y loavo SllRlO wilh(lu! a watchman, in custody 01 Whoflllwor is 'mmd In pOllSe~3Iofl, all(lr flolllVif1g f)il'rson ollcvy or allachmonl. WIlhClUlli"bililVofl
Ihl part 01 8uch dftpulV or tho shorill 10 any plainlif/ hUfllin 101 nnv 108s. dasllllcho/l or rfJlTlo\lal tI' aflV such ptDJlortv beloro shertlh. 81lle lhemol
TiiBNAiii~! 01 ATTORNEY'o,'oln.r oliiiiiiiA'fOA' '"'-~---'''--''' ..m. 'rilTfLEP~IONE NLJMOEf!" .. "'T,'lOA TE'." ,~-_. "-
CU~:.::~~~~T1~~o'~~'t,.RJ,~h~~v ~g.~A~~'~~.ADO~E8ji.iil.-ow (fhI..;..,;,i..,.b.-~O-.?Pl.~~tiN;t-m9f1lobimJt.~".2'L ._~__,_,
LEONARD fI MACPIIEE, ESQ. A'l' 30 N. TflIRD ST., 8TH FLR, HARRtSRURG, FA 17101
,_m'--sPAcfsELOW-FOR USEOFSHERffiFONLy'=OONOfWRITE BELOWTHI8I.lNE.---'-~---
13 I . I d I II' II ,- --.~NAiiE~hO"'-.;;;LCSO[I~;,;y;;;cI"rk.'''------=r. Dal. f!"""d ~& ExplrllliilniH8i~"(j'"ij;
ac"nowe ge rocolp (l 10 wrt
~,e,~m"'.'.''''''dle.l.d~.~'''''_" , ...--.J,..MQHRIll._~2:i...J.6.Q2 .. 1-19-99 .2.,.,12"'9.9______._
16 I he,etJvCIATIFY and RETURN Ihall [1 IIlIve pOr!lOnaUy sorVtld, [J h8YlIleyal oviuoncfI 01 !JaNico ItS shown Ir\ "Rema'~s".U hdvo ueculed u shown In
"Remarks". Ihe wrll or complQint descrihed on Ihe individual. company. llorporoliOfl. ole, <lllhe address shown abovo or on tho individual, com pan v, cor.
: ~:~:iJ~~iii~,:;I:::,~~::r'~~;ii~~~I:i'~\::a~~~~:~~~I~~;;i~~~~;:~~I~:~~~I~~;~i~~;~~;l';'j~~i~~I~~,.b~~"-"I:"'~~;;';;~'k' b.IOw)-
. r.. A.n....,k. Below (No 30)
'" :=:::=~::'., "o...'""',i'"""",'''..i''''~,""'',Oii,"' '''"''''''"''''''''''''''J'''' '"",, ,no'-"!l;~
i3AfffipT8]~~J~~.']~l~~~I.-t:.,J::.,"le.::I:II.J:..~. inlr.~.1I [M. i," t:':'f"_ '.'J. OIP.I..I_.- ~
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i81-A'CKNOWlF.OOf: RfciipT'o-F-l~IE IHEAI"FF'IAETU;'-N &IGNATUAE',.'''' ..__._~_._-- "[T~-o.l'- i1lJ(."~I;;
.~~l2.TtlO~lllE~~UI_~Q.,~~~T~tOftITV~ND TlT.~.~"....._._ __~~____ _~___.".. ...._~._______"..._ ___.......___,_~.~__ .." ... ~________.___. .. .~_'_,__
I WHITE. tS9tJing Aulhorilv ;~ rINK. Anoflloy J CANAfh' SIWrllffi 01111;0 'I. BLUE Illh:!1
..
6, The Lease Agreemcnt contains the lollowing pertinent pl'Ovislons, among others;
II. "('he original lease term was f(Jr a pl'rlod of sevcn (7) yellrs (Lcase
A~reel11ent ~1'11.1 (I) , 1),
b, Summit is rcquired to pay Anchor on or betcJre the first of each month the
Rent due under the terms, including:
1) Minimlll Annuul Rent. which has heen specifically delincatcd in
the teuse Agrl'ement for each successive twelve (12) month period
(Lease Agreement ~1~11.I(M), 4.1),
2) Summit's Proportionate Percentuge Of Cost Puss Throughs. The
Cost Pass Throughs are specifically defincd in the Lease
Agreemcnt und generally include operating expcnscs unl! reul
propcrty tuxcs ussodated with the Building. The unticipated Cost
Pass Throughs for each year lire estil11atl,d hy Anchor. Euch tenunt
in the Building pays its proportionul percentuge of the estimllted
Cost Pass Throughs. At the end of the year an audit is conducted
und a rdillld or udditionlll payment is made (l.easc Agreement
F3).
3) Minimal Annual Rent plus Cost Puss Through divided by 1/12
constitutes till' I~ent due tor cach month (I.case Agrecment 4.6)
("Rent").
c. Default includes the fllilure hy Summit to puy Rent when thc same Is duc.
(Lcase Agrccment ~120, I (A))
,
..
d, In the event of default hy Summit, Anchor may, among other things,
nccelerate thc Ihmt fllr thc clltire ballUlcl: of the Lease Tcnn. For purposes
of accelel'llting the Cost I'WlS Throughs for the balance of the Lense Term,
Anchor is to calculatl' the totul hased onlhe Cost Pass Thl'Oughs last
payahle by Tenant with an increase thereof in the 1\11IOllnt of Five (5%)
Percent Illr each I.ease Y cnr or portion thereof remaining. (I ,ease
Agrcemcnt ~12().2(n))
e. If Rent is not paid within ten (10) days alier !hc payment is due, Summit
shall pay alatc chargc equal to Fivc (5%) Pcrcent ol'lhe amount required
to be puid, (Lease Agrcemcnt ~14.4)
f. Summit is requircd to pay Anchor's rcasonahlc nllorl1\:Ys fecs Hnd costs
assoeiatcd with Anchor's hringing a legal net ion to l:nllll'l'C any ol'the
provisions of the I "'ase Agrel'ment. (Lcnse Agreement ~I 2(13)
7. The Lease Comml'nl'ement Date was Fcbl'Uary I, 1996.
8. Anchor hus complil'd with all of its duties, responsibilitics, und ohligations under
Lease Agrcemenland fully perfilrmed.
9. Pursuant to the Lease Agrecmcnt, thc Minimum Annual Rent for months 13-24
cqualed Four Thousand Six Hundrcd Twenty-five lIIld 52/100 ($4,625.52) Dollars per month.
10, Pursuant to the I,ensl' Agrecment, the Proporlionnte Percentage of Cost I'nss
Throughs of Summit for Ll:ase Year 1997 equalled Sevcnllundred Eighty-nine and 39/100
($789J9) Dollars pcr month.
1
IJllrSllilnllO Ihc I c. '.
1998 S' , 'Mc IIgrCt'lIl ' .
. . """i", ", , 'm, '" ''''''''' J
0"""",.,, ", ' , , """'Y 199, '/
. Icell"/"e (' , ql~)II"1 I)
'''' "'" 1911 · 0 (",W Po,.. , ,,' "''''''"
' Ii() ($789 " ." It''''''gh" ,
.. """,.",, , ''''I" '''''''1
" ""''''', """"'" li1 'I
. lit.. c/' g It,.
co~ Il)gly I' '
W/I , 01 Ihc IIl0rilh~ of l'
S reqllired 10 h."., I" . 'ehfUllr" 199811
I" J 'II" 1Z J /rolJ h
' """", PI, . / "'''''''"n "
" "",",, II. n, 'I I " It,.~"~ "i.",..", "8, """""',
20, s'" '" 0' '''h "'omh '0 ^'''h", i, 11"" '''",," ""00 ($SS49'Ii4!t'''''4 ""
111111)111 fJllic! Ihl' I'c'h
rllilry 1998 N '
S' . cl)l (1) I.' 'I,
' """',,' "'id II. ,. , ''"'>'' /99,
WI'?feh 1998 " .
'I cl)l (1) iii. I
<Ire 1 26, 1998.
lIeeordil)"l" ", .
'" J, 'elr Ihe I
Wily re / . /lo/l/hy oft' I,
' , ,,". 10 ""n' , , , " ".'n99, ,
Il'e IhoUSIIl)dl' l/roUgh I)e .
"" n.", "" 11 """ It '''"'''J f.' """'" '99~ "'" ,
., tI" """1..,,,.,,, "',,,,,, "" 91/'00 $ '" ,
12, · ,,, ^ """0' I" 11 , , S.4t 4, ., ) 1",,;
, ,\ ''''''il '"" '4 "" '"
PI/Illlhc S' ,
. eplefl/hcr 1997 IJ
S "el)l ,
' "''"''il ""'tI II, N", . "" "'M"",,", 'S, '99,
erl)!!er 1997 N .
SUII . e/l/ 011 No
"'" ""'tI I,," /) .. """,,", 2S, '997
teelllh"r 1997 J .
II ,_,) f
eeOrdingl" " . in )eeelllher 17 Ii
f.' '''''''''''''' '" . .J!
'". 1/"""",, .. ''''''''''~ '", " ,
' · "''''''' '''' '1/'00 ' "'n <I, (S % !t.","." '"
"'tllJ""",,,", "' , 99, ' , ($ s. 4t 4, "!tlol1"" lio ''''' "IJ. <I, ~"""'~
. . Or I \Vo II I/lOl)lhs O{'"
I", . ""tI..~ , "'PI,,,,,"
' "' /,'lgl" 1t""""'tI f.' ' '<0./, ,,," 'Sf.' 100 ($2' '. No"",,,,,,
\Ve/l'e and2s1 0.75) /)011
'6, "0,"",,,,,, , . 10() '$'12, 2S) "'"'4 ,. '''' "'''h '" ,
/'is hUlcel I
o fJII" II'
J lis I.I/Ic ( 'I
/JUr. .. /[/rge "'I .
.IIIllnl 10 Ihc I . '''' lIeh is dUe
' , ""'q "II 'w
'""""" , '''''' ,,'" , ",.
'.'.' "'." '.,,,,),</ "0", t . ~ '''''''h. 25'.16 0/',,," 1. ,,,
11011,,, "" I,""."" ,'C"" II ,ellSe I crill, Ihe
' "'""'h, ",,,,,,,, ";"
:Y 11l1e! 251100 (.$
4,760.25)
1/.
1.1.
14.
15.
17,
4
18.
21.
.
22. SUlllmlt paid the May 1l)l)8 Rent Oil MIlY I H, 1998.
23. Summit paid thc June IIJ'IH Rent Oil JUlie 17, 1l)98.
24, Summit paid the July 1l)l)H Rmlt Oil July 13, 1l)l)H.
25, Accordingly, Summit owcs Five (5%) Percent of Fivc Thouslllld Fivc lIundred
Forty-ninc IInd 64/100 ($5,549.64) Dollars, or Two Hundred Sevcllty-sevenulld 48/100
($277 .48) Dollars till' the months of Fcbruury, Murch, Muy, JUlie und July 1998 for a total of Onc
Thousand Thl'ee Ilundrcd Eighty-seven and 40/1 on ($1 ,387.40) Dollars.
26. Summit hus thiled to pay this Late Churgc, which is due und owing.
27, Summit has fuiled to makc Rent puymcnts uftcr the July 199H puyment going
forward.
2H. In July 199H, SUlllmit vacated the Icased premiscs.
29. In July and August I 9911, Summit inlllfmcd AnchOl' that it no longer would bc
using thc leuses prcmises und that it could not "aflllrd" the rent dUl' /llr thc leascd premises, ^
true and correct copy of Icttcrs from David Closs, Prcsident of Summit, to Anchor duted July 9,
1998 and August 19, 1998, rcspectively, arc uttactu:d hcreto at Tahs "U" and "e" and
incorporated herl~in hy rcfcrcnre.
30. Summit's litilurl' to pay Rcnt /l)r all months from and including August 1998
going fOlward constitutes a delillllt under the Lcase Agrecmellt.
31. By letter datcd October 21, 1998. Allchor provided written notificutionto SUOlmit
that it was accelemting thc Rent duc and owing ullder the remaining tcrm of the Lcase
Agreement. A true and corrcct copy of the lettcr duled Octobcr 21, 199H is attached hereto at
Tuh "D" und is incorpOl'atcd hewm hy rclcrcncc,
5
..
~2. Pursuant to the I.cuse Agreement, the Minimum Annual Rent duc and owing lor
the rcmulnder of' the Lease Term is culculllted us lilllows:
n. The Minimum Annual Rcnt due lilr August 19911 through Janullry 1999
equals FoUl' Thousand Sevcnllundrcd Sixty lIlId 25/100 ($4,760.25)
Dollal's per month lhr II total of'Twenty-eight Thousand Five Hundred
Sixty-one lInd 50/100 ($211,561.50) Dollars.
b. The Minimum Annuul Rent for the period February 1999 through Junuary
2000 equuls Filly-eight Thousund Sevcnl hllldred Thilty-ninc and 66/100
($58,739.66) Dollars.
c. The Minimum Annulll Rent for the period Fcbruary 2000 thl'Ough .January
20()'I equals Sixty Thousand Thrcc lIundred Fifty-six and 35/100
($60,356.35) Dollllrs.
d, The Minimum Annual Rent for the period Fchruury 2001 through January
2002 equals Sixty-one Thousand Ninc lIundred Scventy-three and 04/100
($61,973.04) Dollurs.
e. The Minimum Annulll Rent Ii". the period Fehruary 2002 through .Junuary
2003 equllls Sixty-three Thousand Five Ilundred Eighty-nine and 73/100
($63,589.73) Dollars.
33. Pursuant to thc Lease Agreement, Summit's Proportionate Percentage of Cost
Pass Throughs duc 1II1d owing for the remllinder of the I.ease Term is calculatcd as follows:
u. Summit's PI'Opol1ionate Pcrcentugc of ('ost Puss Throughs )llr the period
August 19911 through I )ccemhl'r 1998 cqullls Seven Ilundrcd Eighty-nine
6
~
and 391100 ($781}J9) Dollars per month for a total uf'l'hree Thousand
Nine lIundl'ed Forty-~ix und ')5/100 ($3,\)46.')5),
b, Summit's I'roportionall: I'erccntagl' ufCostl'uss Throughs Ii". thc period
JlInuary 1991J through Decem her 19I)\) cquuls Eight lIundred Twenly-eight
and 86/100 ($828,86) Dollurs per lIlunth 11]1' a totul of Nine Thousand Nine
Hundred Forty-six and 32/100 ($9,946.32) Dollurs.
e, Summit's Pl'OpOl'tionutc PCl'ecntage of Cost Pass Throughs lor the period
January 2000 through Decembcl' 2000 cquuls Eight lIundrcd Seventy and
30/100 ($R70.30) Dollars per month Illr u totul of Ten Thousund Four
lIundrcd Forty-three and 60/100 ($10,443.60) Dollars.
d. Summit's PI'Opol1ionale Percentage ofCust Puss Throughs fl]r the period
January 2001 through Dceembel' 2001 equals Nine lIundl'cd Thineen and
82/100 ($913.82) Dollars pcr month li1l' a total ofTen Thousand Nine
Ilundred Sixty-live und 84/1 00 ($1 O,1J65.84) Dollars.
e. Summit's Pl'Oportionate Percl'ntage of'Costl'uss Throughs lor the period
Januury 2002 through DI~cclllhcl' 2002 equals Nine Hundred Filly-nine and
51 II 00 ($959.51) Dollars pCI' month f(lr a total of Eleven Thousllnd Five
lIundred Fonl'teenand 12/100 ($11.514.12) Dollars.
1', Summit's Pl'Oportionate Pel'eentagc ofCostl'ass Throughs lilt the month
of Januury 2003 equals One Thousand Scvcn and 491 I 00 ($1,007.49)
Dollars.
7
.
LEASI~ A<aIEEMENJ'
This LeAse ("L.ellse") Is made lInd executed this ~.\dllY 01 ~~l.:"'--_' 199" by lInd belween
ANCHOR INVESTOHS, a Pennsylvania general partnership ('Landlord") and Summit Macblnery Systems,
II Pennsylvania corporation (''I'enant''), who, with the hUent to Ill! legally bound, agree as lollows:
I. t:l!lli!lJ!J!lll~lM.mJ'my.wQ.md)~Dlt~tl~J!lI'
1.1 EPJ.l!!!!IIL~llWJ&.!!KJ'Il!vlslorl!l
A.
B.
C.
D.
E.
F,
,-
O.
H,
I.
J.
K.
L..
Tenant Trade Name: ~\!I\LIJIILM!!illIn~(Y...fu'stellll.ln",
PremL<es: !Ji~W'~U'Q!'1.__...___.~__~.____~__
Leasahle Sqnare Feet: 4.K3UL__.________
Tenant's Proportionate !'ercentage: IAL
Number 01 Parking Spaces: f1 ipaces
Permitted Uses: 1llit~~_!Y_fu\illbemcejQm!;,e_
Building; lliJO Weslport 12J:IYL____.
Olfiee Park: Westport
Lease Tenn: scvlli.y!;iHli.Cl.L.______
COllllllenccmenllJate; As defined In Section 3.1, subject to extension as provided in
Section 3.2,
Termination Date: ___~1.___ months after Ihe Commencemenl Date, subject to
any extension options herein.
Extension Opll'.1n5:
Yes: (ll) No: (_)
II yes, Number 01 Terms: Q.!l!'_~
Number 01 Years Per Tenn: seven (7)
M. Minimum Annual Rent:
M.QJUbA:
MinJlllum Annual Re.oJ:
I) - J2
$53,889.60
$55,506.29
$57,122.98
'-I
13 . 24
25.36
P%
37.48
$58,739.66
$60,3.16.35
$61,973.04
$63,589,73
49.60
61.72
73.84
RenewAl Term
M2n1In; Mln/mJuu..AnnydlRMt
0.12 $65,497.42
13.24 $67,462.34
25 - 36 $69,486.21
37 - 48 $71 ,570.80
49.60 $73,717.92
61.72 $75,929.46
73.84 $78,207.34
N, Security Depo~lt: ($4.490.80)
0, Address for Notices:
To Landlord:
Anchor Investors, a Pennsylvania
General Partnership
30 Erford Road, Erford Plaza
Post Office DOK 0888
Camp HiU, PA 17001-0888
Attention: Chester C. Snavely, Jr.
To Tenant:
Summit Machinery Systems, Inc.
David Richard Goss, President
55 West HJgh Streel
EJlzabelhtown, PA 17022
p, Addendum allached hereto and herehy Incorporated:
Yes: Lx.) No: LJ
Q. Broker(s)Landmark. Dick Moore
- 2 -
~
'orrlce J'ark" 2
'Oper"ting Expenses' 4,3,I(a)
'Parldn~ Spaces' 9.6
"J'enllltled Uses" 1.1
'Premises" 2
'Ileal Property Taxes" 4.3.I(h)
'Rent' 4.6
'Substantially Completed' and "Substantial 6,2
Completion"
.'Security Deposit' 5.1
"Tenant's Proportionate Percentage" 4.3.1(e) .
"Termination Date" 3.1
2, Premises.
In consideration or Tetlanl's agreemenl to pay Ihe Rent and the covenanl~ and condilions
bereln contained, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord
for the lease tenn or lenns hereinafter provided and upon the terms and conditions set forth
herein, that certam real property set forth In Section 1.1, and more specifically described hi
Exhibit "N attached bereto and incorporated Ilereby by this reference ("Premises'). The
Premises are in the office building ("Building") and in the office park ("Of rice Park") described
in Section 1.1 and the parties sllpulale thallhe lolal number of Leasable Square Feet in the
Premises including a three percent (3%) factor for Ihe Common Areas Is as set fOl1h in Section
1.1.
3. . Iron.
3,1 The term of this Lease and the date of its scheduled tWlllnalion ('Termination Date') shall
be as set forth In Section 1.1. The date of commencement of this Ltase ("Commencemenl
Date') shall mean the day thaI all of the following have occurred:
(i) The appropriate governmental authorities have issued petUlanent certificates of
occupancy for the Premises, containing no provisions for work to be completed prior
to the effectiveness of tbe certificates. Such authorities will Include, without limitation,
building Inspectors, engmeen, and local fire offielals.
(iI) All of the faelUlies and systems of the !lullding selVing Ihe Premises are In good
operating condition for Tenant's use, Including, but nOllimited to, the air condl1lonlng,
heating, lighting, waste supply and sewage systems.
(Iii) The Building Is Substantially Completed and fully enclosed.
- 4 -
o~
I"
.
I~ndlord, real or I'ersonal, locate,d on Landlord's Prupelly and any lax which
shull be levied or asse.1Sed In addllloll 10 or In lieu 01 such real or p(\!Sonal
propelly laxe.s, provided, however, lhat Heal Property Taxes shall not Include
any lederal or slate Income taxes, or any lranchlse, estate or Inherllancc taxes
or !t,al Cllate transler, documenlAlY or Intangible, laxes Imposed by reason 01
sale or Ilnanclng oll"ndlord's Prop"rly.
L8IIdlord may conlest, by approprlale legal proceedings, lhe alllount or valldlly
or application, in whole or III part, 01 any Real Property Taxes which Landlord
leels are discriminatory or unreasonable, Such contest by Landlord shall nOl
relieve Tenanl ollhe obllgallon to continue to make payments 01 Tenant's
I'roportlonate Pe,rcenlage ul Real Property Taxes during lhe pendency olsuch
a contesl; provided Ihat promptly upon reduI,lion in lhe amount 01 Heal
I'roperly Taxes, Landlord shall credit Tenant lor Tenant's Proportion ale
Pel'ccutage 01 such savings after deducting any expenses of Landlord relalillg
to obtaining snch savlnAs.
(e) 'Capital Improvements" shaU mean any equlpmenl, device, ('"'pllal
Improvement or replacement (i) acquired to achieve economies in lhe
operation, maintenance and repair of Landlord's Property; and/or (il) required
for Landlord's Pwperty lor any reason by any governmenlal authorilY, board
or agency having jurlsdlctlon over Landlord's Property or any part thereof or
recommended by any Insurance carrier In connection wl!b the provision of
In5l1l.nce for Landlord's Property by such carrier, lhe usefulllfc for whlcb
either (I) or (iI), as hereinafter determined, ls In whole or in pari within the
Lease Tenu,
(d)
"Capitalized Cosl of Cilpitallmprovemonls" shall mean an amount de termlned
by multiplying the aclunl e05t of each Capital Improvemenl acquired by
Landlold hy the con Slant annual percentage required to fully amOrlize sucb
cost over the \I5efullire of the Capital Improvements (as rea50nably estimated
hy Landlord hUI not In any event exceeding len (10) years) Including au
Inlerest rate e,quallo the Base Renl announced fwm time to lime by Dauphin
Deposit Ilank and TnlSt Company of Harrlshurg, Pennsylvania, such Base
Renlto be delerrnlned by Landlord as of the date of installation of each 5uch
improvement.
(e) 'Tenant's I'ropOrllonate Percentage" shall he a5 provided in Seclion 1.1.
(f) "C05t 1'055 Throughs" shall be the sum5 payable pursuant to Subsections 4.3.2
and 43.3.
(g) "I.easahle Square Feel" shall be a5provided in Seclion 1.1.
4.3.2 The Operatiug Expen5cs and Real Property Taxes Incurred in any Lease Year, multiplied by
Tenant's I'roporliouate Percentage, shall be paid as herein provided.
4.3,3 In any Lease Year which ls included In wbole or In part In Ihe useful life 01 a Capital
Improvement, Tenant shall pay lIS herein provided lbe amounl ollbe Capitalized Cost of
Capital Improvements fOI such Lease Year, multiplied by the Tenant's Proportionate
Percentage.
- 7 -
DIU
4.3.4 LaDdlord shall furnish to Ten ani a slatemerll of Lundlord's'reR.\Onable eSllmate of TeOftnl's
I'roponlonate I'ercenlage of Cosl I'ass TImlllghs Incurred or expected to be Incurred during
a Lease Year or partial Lease Year. Such slalement shall show Ihe, amount of Cosl Pass
Tbroughs, If any, payable hy Tenant for Ihe Lease Year In quesllon on the hasis of such
eSllmale. A stalemenl of Landlord's reuouable eSllmale ofTenaut's Propolllonale I'ercelllage
of Cosl Pass Throughs Incurred or expected to he Incurred during the first lA>lIse Year Is
aUached to this Lease us Exhibll 'II". Commencing on Ihe, first day of Ihe l.ease Teon and
continuing monlhly thereatler on the date for Ihe payment of monlhly Installmenls of Minimum
Anneal Renl until funher adJustmcllt pursuanllo this Secllon 4.3, Tenant shall pay to Landlord
one.twelfth (1/12) of the amount of l.andlord's eSlhnale of said Cosll'a5S Throughs. Landlord
shall have the right from time to time 10 revise Landlord's esllmales of Ihe Operating Eiqlenses,
Real Eslate Taxes, Capitalized Cost of Capllallmprovementll, and Te,nant's monthly Cost Pass
Through paymenl shall be funher adJusled In accordance wllh the, revised estimate commenclng
on the first day of the month following TeJant's receipt from Landlord of a stalement of such
revised eslimst". After th" expiration of ea"h Lease Y"ar, Landlord shall fumlsh 10 Tenant
a slatement shOlving the actual Operutlng Expenses. Real Estale Taxes, Capllalized Cost of
Capital Improvements and Tonaol's Proporllonale Percentage thereof. Promplly alter the
recelpl of such statement by Tenalll, Tenanl shall, In cases of an underpayment, pay to
l<lndlord an amount equal to such underpaymenl or L.andlord shall, In case of an overpayment,
credit the next monthly rental payment (or paym"nts as the case may be) of Tcnant with It.e
amount equal to such overpayment.
4,4 If any Renl or other alllount rcqulred to be paid from Tenanllo Landlord under the terms of
this l.ease Is oot paid within I"n (10) days aflcr the date such paymenl is due, In 8ddllloll to
paying the amount due, Tenant shall pay a lale charge ("Late Cbarge") eqnallo five percenl
(5%) of the amount required to be paid, Stich tate Charge 1'0111 constitute Additional Rent.
4,5 All SUIllS of money which ilia)' he come due und"r lhls Lease, except Minimum Annual Rent,
shall eonstllule "Additional Rent." T"naot agrees to pay Additional Rent whea lhe sallie shall
become due under the terms of I Ills Lease or. if not specified, within ten (10) days afler receipl
of a written request by Landlord therefor. Landlord shall have the sallie remedies for a defauit
In payment of Additional Renl as Landlord has for pn)'ment of Minimum Annual Rent.
4,6 TIle term "Renl' shall Include both MlolmulI! Annual Rent and Additional Rent. All Rent
shall be paid In lawful money of the United Slates of America, wilhout deduction or offsel al
the office of Landlord referene'ed in Section 1.1 (for purposes of notices) or such olher place
as l.andlord may from time to time desi.gnale.
4,' If the Comlllencement Date or lhe Ternlinatlon Date shall be other than the first day or last
day of a calendar year, respectively, then the Rent shull be prorated accordingly.
5. Securlli. neposl!.
5.1 Upon execution of Ihls Lease, the Tenant shall deposil with Ihe Landlord the sum specified in
Seetionl.1, which sum ("Security Deposit") shall be held by Landlord as securily. The purposes
of Ihe Security Deposit are (a) 10 remel1y any defauits by Tenant Inlhe payment of Relit, (b)
10 repair damages 10 the Premises or L.llJldlord's Properly caused by Tenant, its employees,
lnvitees, canlractors, subconlractors, IicellSees, suhlenants ar agents, and (c) to olherwlse secure
the faithful performance by Tenanl of all of the provisions, covenanls and conditions of Ihls
Lease 10 be kepi and perfonned b)' TenJlnt, during Ihe LeR.se Term or any ext"nsion Ihereof.
- a. -
DW
5.2 II al any tlllle during the l~ase Term Tenant should default'ln the payment of Hent, Tunant,
Its umployccs, Invllees, conlractors, suhcontraclors, llcenseus, subleuanl$ or agenlsshould canse,
damage In IIle I'remlses or Landlord's Property, or Tunhnt shonld otherwise fall to kcop and
perform any of the provisions, covenants and condllions oC lhls Lease to be kupt and performed
by Tenant, l.andlord, al Its option, may, in addition to all olher rights hnd remedies which It
lIlay have, 1111117.e all or any part of the Security Deposit toward lhe payment of any cosl,
expense or damage Incllrred or sllslalned hy Landlord or Cor payment of Hent or other amounls
dlle to Landlord undel' this Leale (but Landlord shall not be required to do so). II Landlord
elecls to IIll1i7.e Ihe Security Deposit as aroresaid, Tenanl shall, within teu (10) days arler
wrltlen demand thereror, deposit cash with l.andlord In an amount suf!icienl to restore the
Security Dcposit to Its original amouut. 111e parties agre.e tha' .he provisions or this Arllele
5 shall nol opcrale as a Iimllatlon upon the amollnt or damage 10 which Landlord is entitled
by virtue of any ddalllt by Tenant or Callure by Tenant to perrorm all oC the provisions,
covenanls, conditions and agret,menls or this l.Mse. Landlord shalluot be required 10 pay
Tenant Interest onlhe Security Deposit excepl as required by law. Landlord's ohllgatlons with
respect 10 Ihe Security Dcposit nr~ those of a deblor and not a trustee.
5.3 In case of a sale or transfer of Landlord's 11Itercsllnthe Premises, whether in whole or in part,
Landlord shall pay over any unapplied part of the Security Deposit to Landlord's successor,
whereupon Landlord shall be relieved oC allllabillly with respect therelo. The provisions or the
preceding senlence shall apply to every subscquent salc or transfer or the Premises,
6, ':\'~'P1~1IC'.
6,1 Tenant's taking po"session of the Premises shall be a conchl.slve acknowledgement on Tenanl's
plll'llhalthe ['rembes ar~ in good and tellanlable condition, alld that all work, Ir any, to be
perfonn.d by Landlord pursuant to tho terms of this Lease has heen Substantially Compleled,
llnd thai Tcnant has accepled the Premises In "as Is" condition as oCsnch date except for punch
lisl itellls which do nOlmaterial1y interfere wilh Tenant's use or occupancy of the Premises and
whleh Landlord Is required to complete.
6.2 As used In this Lease, "Subslantially Completed" and "Substantial Completion" sball mean thaI
state or completion or the Premises which will allow Tenant to utilize the Premises Cor Its
Intended pnrposes with<1ulmaterial inrerCerenc<o to the cuslomary business activities oC Tenant
by reason of Ihe completion of Ihe Improvemenls and the Building.
7, US'!1.J:~l!.!lli!'~.Coy~!!!nts.
7.1 'Ille I'rc.mlscs are to be llsed ror the Penllllled Uses as sel Corth in Section t.1 hereof. Tenant
shall 'I1nlnso Ihe Premises ror any olher purpose without the prior written consent oC Landlord.
It is undcrstood that Landlord has abSQlute and arbitrary dlscrellon as to approval oC any
proposed change of use. Tenant's use oCthe Preml.ses shall comply wilh all applicable Cederal,
state and mnnicipal laws, ordinances and regulations,
7.2 Tenant shall not perfoml or pemlil any act that may permit the cancellation of any Insura/lce
covering Landlord's Propcrty or any parI thereof, or may cause an increase In the premlulll
rales ror snch Insurance, If Tenant perfolms or commits any such act the cUeet oC which Is to
raise the premium rates ror such Insurwce, Te.nant shall pay Landlord the all10unt of the
additional premium as Addltiooal Rent
- 9 -
D~
7.3 Nullher Tenanl nor any of h,~ employees, Invllees, conlractol1l, subcontractol1l, licensees,
suhlenanu or agents shall (I) (,OInmll wasle 011 the I'remlses or on any other I'orllon of
I.andlord's l'ropcrty, (II) IIse the !'remlses or allY olht-r ponlon of I.andlord's !'roperty for any
unlawfulpllrpose or III vlolalloll of any Rilles and Regulations, insurance requhemenls or any
certlflcate(s) of occupancy, or (Iii) permll any danr-erous article 10 be brought olllhe !'rernlses
or any other ponlon of I.andlord's !'roperty. Tenanl shall nol allow any use of Ihe !'remlses
or on any olher portion of Landlord's !'roperty which is a sOllrce of annoyance, (lIsturbance or
embmi\Ssment to Landlord or to the olher tenants of the Ilulldlng or which b deemed by
Lllndlord 115 nol In keeping wllh the character of Ihe neighborhood or the Ilulldlng, The
Premises shallnol he used for allY IIl1lawful, Immoral or other purpose decm~d Improper hy _
Landlord.
7,4 In addhlon to the restrictions on IIse ~,t forlh above, Tenant covenants and agrees thai Tenanl
shall not, and shall ('ause all of its employees, Invllees, contractors. subc-Ontractors, licensees,
subtenanls or ngents, not 10. slorc,lIse, dispose of or rekase (either with or without negligence)
any biologically or chemically active or other Hazardous Substances and Materials on or aboul
Ibe !'remlses or any otber portion of Landlord's !'ropeny. Witbout Ihnitation, Hazardous
Substances and Materials shall Include asbestos, petroleum-based pl'Oducts, explosives and those
described in the Comprehensive Envlroomental Response, Compeusatloll and Liability Act of
1980, ,IS amended, 42 V,S,C, Section 9601, et se,!" tbe Res("'rc~s ConselVatlon and Recovery
Act, os amended, 42 U,S.C. Section 6901, I.t seq., or any olher fedcral, Slate 01' locallnws,
ordinances or rt'gulations and the regulalkulS relating to envlrolllnentol regulatlous or
bazardous activities.
7.' H any lender or governmentn) agency shall ever require testing of any ponlon of Landlord's
!'ropel'ly to ascertain whether or not there has been nny release, storage or use of Hazardous
Substances and Materials by Tenant or any of its employees, invitees, contractors,
subcontractors, licensees, subl"nanls or agents, thcn Ihe costs thereof shall be reimbursed by
Tenant to Landlord upon demand as Additional Hent If such requhement applies to the
!'remises or Building. In all events, Tenanl shalllndernnify and hold Landlord harmless from
and against any and all claims, com, damages, liabilities aod expellses, including without
limitation allorneys' fces and cosls. Incurred as a result of a releasc or threatened release of
Hazardous Substances and Materials on the !'remlses or any olher ponlon of Landlord's
!'ropeny if caused In material pan by Tenant or any of Its employees, Invltees, contractors,
subcontractor.ij !irenscc5, subtenants or agents.
7,6 Tcnont agrees that It will, at Its sole rost and expense, comply with all laws, ordinances, codes,
ordel1l, rules and/or regulallons, requlrcmenl~ of any governmental body, agency, depanment,
board or similar organization whleh has jurisdiction over the !'remlses ("Gove.mmenlal
Authorily'), arising out of or affee1ing the Tenant's use and occupancy of the !'remises or the
business conducted therein, Including without limitation, the Americans with DlsabWtles Act
of 1991, as the same may be amended from lime to time.
8, M~n1!lmt.!ll~~ublel\LIl&.
8,1 Tenanl shall notllSslgn, transfer, motlgage, encumber or sublease this Lease, 01' any IJIlcrcst
thercln, and shall nol subkt the !'rclDises or allY pan thereof, or any right or privilege
appunenantlhereto, or suffer any other pel1lon (the Invitees, agents and 5e IVan Is of the Tenant
excepled) to occupy or use the I'rcmlo;es, or any ponlon thereof, without In each case fil1l1
obtaining the wrlllen consenl of Landlonl which Landlord may withhold In Its sole discretion,
FunhemlOre, this Lease Shall not, nor shall any Interest therein, be assignable as to the Irtterest
- 10 -
D%-
of 'I'enalll by ol,,,allon of law, withoul the Wlltlell ('()n'''"1 of I.andlord which I.ulldlord mill'
wllhhold III II. .olt> dbcrelion. Any such ll.'I.ignmNlt, hau.f"r, mortgage, encumbrance,
suhlease, ol\)lIpallon or U,e without ,"1'1, con""ntsh,,1I be void lind, Inuny ,uch "venl, Lundlord
shall have the right to lennlllate thl. J.Nlse. Any mn.'enl glvcn by Lllndlord to any such
Ilsslgnment, tran.lfer, morlgage, ('n,'umhrance, .uhlease or O''Cllp"llon or \I'e .hall nol con'lltute
COn.sellt 10 any furlh"r Asslgnmenl, Ir"nsfer, morlgage, encumbrance orsublea,,, or \0 any.uch
occlll~"";Y or Ule by any other I"rty. 'I'enlllll ap/ee. Ihat Landlord may withhold it. consent
for any l'eMOU or for 110 rea,~on,
8,Z Elich I""mitled a\Slpllee Of Iransfen'e shall a"'"me And be deemed to have "ssumed this Lease
And shall be and remain liable jolntl)' and severally with Tenanl fOI the payment of the Rent
and for th" due pelformance of All of the provision., coVonants, conditions ami agreements
h"reln contnlned on Tennnt's pa.1 to he performed for the l.ea<e Term. No otherwise
permllled n"ignment or trausfer shall be binding on Landlord unle.., such ns.lgnee or
tliln.lferee shnll delll'er 10 Landlord n cuunterpnl1 of such IllSlgnment !lnd an ir"tnunentln
rccord~hle form which conlainl n tol'ennnt of assumption b)' the assignee or IInnsferee, but the
failure or refu.nl of Ihe Il<llgnoe or tmnsferee, to execute such Instrument of assumpliol\ shall
not relense or discharge the !I,r,lgnee or lronsferee from lis liability n. set forth nbove.
8J One or more trnmfers, whelher by merger, consoUdution, dissolution, liquidation. the Issuanoo
of nddltlonallnteresls, or othorwlsc, resulting inlhe aggregate In the tmnsfer of more than
twenty-five percenl (25%) of Ihe Interests in Tenant shnll be deemed An a,slgnment. 1;01'
purposes hercof, n trAnsfer, whether by merger, consolidation, dissolution, liquidation, the
Issuance of nddltlonnl inlerest. or olherwlse, of an interesl in nn entll)' wruch hns the effect of
trnT1!Jferring Ultlmale ownership, whether directly or through one or more olher entitles, of !In
Inleresl in Tenant .hall be deemed n Iransfer of nn interest in Tenant.
8,4 Regnrdless of Landlord's conscnt, no sublelling or iLlSignment shall relea,e 01' alter Tenanl's
prhmuy liabUil)' 10 pa)' Renl and 10 pcrform nil olher obligations 10 be performed by a tenanl
hereunder. The accepl!lncc of Rent by I.andlord frolll any parI)' other than Tenal\! shall not
be deemed 10 be n wniver by l.anoUord of !lny provision hereof. Upon a defnult hereunder by
an}' !lssignee or sublennnt ofTennllt, Landlord lltn)' proceed direclly agaln.st Tenanl without the
no('e"lI)' of exhausring remedies agalmt such assignee or sublennnt, Landlord may consent 10
an)' suhsequenl "'<lignrl1cnl or sublelring of Iht, Lense, fIln)' enter illto Amendmenls or
modincation_~ to lhh; I.inse with subtenants or a'1slgnccs of Ten ant, and may waive one or more
of the tC,rIl'" hereof wllhOll1 notifying Tennnllll other subtenants 01' ns-slgnees other thnn the
current occupanl of Ihe I'remises, nnd wilhoUlobtaining Its or theh' consent therelo and .uch
!lctlon shnll nol relieve Tenanl of liability under this Lense.
9. !nmr!!~em~pJs '1!.~__,o\Jler~II.Q!!~i-"~_r\i.I"1:_
9,1 Tenant hRS reviewed nnd lIpprnved Ihe Ooorplllns which nre nttached herelo a, Exhlhit "C" nnd
mnde n part hereof ("Plans'). Landlord, nl its expen.,e, shnll mnke improvements
("Improvements") 10 the I'wmises in nC\Xlrdance with the I'Ian.s. 'l1,e Improvemen\s, and the
Premises as built and modified nccording to the I'lnn-", shall comply with nil appllcnble laws,
ordmnnces, niles, codes, and legillallon. of governmenlnl authorities. The amollnl nttdbutable
to Ihe Improvement.1 paid for by Landlord und Tenant <if uny) shilll: (n) be the nc1ual cosllo
conslruct the ImplOvemenlS; and (b) not exceed rhe conslnlClion bid received hy Landlord.
All cot]slrllction shall be done In a good workmanlike manner using male rials In Accordanoo
wilh Ihe Plnns and shalt nol vary In any subSlanllal mAnner withOlll Tcnanl" pdor wrlllen
COIlscnt, which con,ent shlll/nol be IInrea'ollnhly withheld.
-. 11. -
Dllir
9.2 Except for the Improvcnwnls 10 be made by Landlord Il~ contemplated In Section 9.IIIOOvo,
'l'onilnt shilUnelther milke nor IIlIow IIny alterations, additions 01' Improvements ('Alterations")
to tho l'reml".. or any pa.1 thoreof without tho prior wrillen consent of l.andlord, which
consent shall "ot be ullleilsonilbly withheld.
9.3 TunMt shall keep tl1<\ PremlsM free from any liens arislllg out of IIny work perlonnod on, or
material. furnl,llCd to, the hemise., 01' I\rl<lng from any other obligation Incurred by Tenant.
'l'enilnt shall Indemnify and hold harmless !.andlord and the Proml.es from aU actions In
connection with MY such lien 01' the perfonnance of such \York or the fumishlng of such
material,. Tcnant shall I", ohligated to po6t and maintain on the Promises at any lime such
notices and to olitain s\lch Ii"n waivers alld to take s\lch other IIcllon .... In the judgm"nt of
Landlord shall be necc,,",y or dcsirable to pmtect u.ndlord againstliablUty for all such liens
or aclion,. Nothing In this l.ease shall be consttued to authorll.e any Uen to beelaimed or med
against any Intere,t of Landlord in the Premises or any other IX1I1ion of l.andlord's Property,
it being understood and agreed Ihal any Alterations are solely for the benefit of Tenant.
9.4 Any Alterations of any kind to the l'rembes or any pal1lhereof, except Tenant's Irade fIXtures
which can be removed without damage or defacement to Ihe Prem!,,"s or any olher ponlon of
Landlord's l'roperlY, sball be surrendered witb the Prembes, as a pari Ihereof, stlhe end of
the Lea,e Term; provided, however, that Landlord may require Tenant to remove any
Alterations or fl~tLU'es made by Tenant, and 10 wpair any damage 10 the I'remlses caused by
sucb removal, all al Tenant's sole expense. Any Alterations Inslalled by Tenant shall be
dec,med a parI of Ihe I'remises and shall be maintained and repaired In tbe same manMr as
that re(lu!rec\ for all olher IX)r1ioltS of tho Premises.
9.5 Any ankle or p"rsonal property of Tenant and trade fLxtures not allached to, or built Into, the
Preml,es may be removed by Tenant at any lime during the Lease Term so long as Tenant is
not in default hereunder t\nd provided that the removal thcl'('of willnoc cau:H: any damage or
defacement 10 the I'renu.es or any olher ponion of Landlord's Property.
9.6 Tenanl shall have the nonexclusive use, throughout the Lease Term, in common with others
of the number of parkiug spaces stated in Section 1.1 oa Ihe Land. All of such pllfking spaces
are collectively rcfenecl 10 herein as the 'Parking Spaces." Tenant's employeesshall be entitled
to ,,,e the J'arklng Spaces free of charge at all hours, seven (7) days a week. Tenant's
employees shall not park In any parking spaces dcsignaled for use by visitors.
10, !,J.!mtlt~_~ alL!.!!!!'!!; '!!~erVk'li.
10.1 Subject to Tenant's payments of the Rent and provided that Tenanlis not otherwise in default
hereunder, \..;lIldlord shall use its reasonable efforts to furnish to Ihe Premises waler and sewer
services required In Landlord', judgment for the use and occupanc)' of the Premises. l.andl"rd
shall In no evenl be obligated 10 prrwide utilities or setvices over and above Building Standard
established hy l.andlord from time 10 time. Prior to the Commencement Date, Ten~". ,;!jaU
contract for heat, air mnditioning, electricity and telephone services, Tenanl shall pay aU
stalements for such utilities promptly when due. In Ihe evenl that Tenant fait. to ma~, .oy
paymeats for utility ,clvices provided to the Preml,es, I.andlord may, at its opllon, clecl to pay
such utility charge, and include Ihe lunoUnt of such charges 8. Additional Rent.
10.Z Tenanl shall be res[xlnsl!>le for all repair Rnd maintenance of Ihe exterior and inter/or 1'01110/1.'
of all doors, windows and plate gla.\s In or surrounding the Preml,es; shall be responsible for
al\ ordinary re!"lr and maintenance of tho Preml~es and every plll1lhereof,lneluding without
.. 12 -
DIlJr
.
limitation the furnL,hin&" heatinp. ventilation and alr.(l.)nditionlng eqnlpment and "ppl\J'atus,
eleclrical eq ulpmenl and appamtu., plUlllblngand sewage facilltie. within the Premises, n'l1Ufl>S,
Inlerior wall" noors, ceiling', signs and Inll,rlm building appliances and slmllar eqnlpment; amI
shllll keep and mlllnt.ln the Interior and extllrior of the Preml,es In a clean, sanllary and safe
mannllr, All repair. and maintenance shall \.., performed and made promptly after the need
therel'or arises. in a good nnd workmanlike nmrmer, In the eventlhat Tenant fall, to maintain
the I'remi",. and/or make the repair.; reqnlllld by Ihe lerm, of tbls I..""e, Landlord may, at lis
opl\on, ele(1 to remedy sneh faihne and thc co.t to I.andlord of maintaining Ihe I'renu.e.
andlor making such repair. .hall be Immediately payable by Tenant 10 Landlord 11., Additional
Ren!. Tenanl.hall also conlract 1'01 Janitorial sClvices 10 be provided at the Premises, Tenant
shall pay all statemllnts for such .elvices p/'Omptly when due. Inthe evenllhat1'cnant faU. to
make any payment for such seIVil"s provided to the J'remlses, L/lndlord may, at lis option, elect
10 pay such charges and include Ihe amonnl of such chll/ges as Additional Hent.
10.' Landlord shall not bc Ii"ble for any mnsequontial damages for "ny failure 10 I'umlsh IIIlY of
such ulilitles othomise required by I he tarllL' 01' Ihls Lease when rouch falhu'e l, cal"cd In whole
or in pall by reasoll' 01' Jforce Ml~ouf(', 'Feme MnJeure' shall mean any period of delay which
arise. from or through shikes, lock outs. other labor troubles. accidents, mechanical
breakdolVlL', repairs, alterations, improvements, vandall'm, breakage, te,tlnp, security or
protective measures, monltorla, conservation meflsures, legal rcqulrtJmenfs, weathor or t1re 01'
othor casuahle,.. (whether or not cau,ed by thc negligence of Landlord or Its agents, employees,
licensees or Invitee,), delays caused by Tenant or olher events or conditioll' not withIn
Landlord's reasonable \Dntro!. Such failure shail al,o not relieve 1'enant of the obligation to
pay thc fuil Rent or constitute n \Dnstnlctive or olher evil1ion of Ten"n!. In the event any
governmental entity imposes mandatolY or voluntaty controls 01' guidelines on Landlord or
Landlord's Property or any partthef/:of, relating to the use or conservation of energy, lI'ater,
ga,. 011 and electricity or in Ihe erent I.andlord is requircd to make alti'rulions to Landlord's
Prolx.rty In order to mmp~' \\ith mandatOr)' 01' voluntary conlrol or guidelines. Landlord Illay,
in its sole dL,cretion, comply with such mandatory or voluntary controls or gaidelines or make
such alloratioJLS 10 bndlord's Properly. Such mmpliance in the making of sach alterations
shail in no event entitle Tenant to any damages, relea,e Tenant of the obligation to pay the fuil
Rent or constilute a CDnstrucrive or other evil'llo/l of Tenant,
, it. Hjg!!.J,j.Q[J,,~I!.~!<m!.
iLl In addition to the other rights of Landlord under this Lease, Landlord reselves the right to (a)
{'hange the name 01' the Building wilholll notke to Tenant; (1)) doslgnate ail sources furnl,hlng
sign painting or lettering on the Premises; (c) have pa.. keys to the Premise.; (d) grant to
anyone Ihe cxclusive righl to conduct any particular business or underlaking in L/lndlord's
Properly con,istent with applicable wning In",: (c) and enter the Premises al any reasonable
lime find after reasonable notice (exc"PI in the event of an emergency whel'.upon L.1ndlol'd
IllflY cnter Ihe PremLses at any time lvilh()Ulnollce): (i) for inspection; (ii) to supply any seIVil-l:
10 be pro\;ded by Landlord hereunder; (iil) to di'play Ihe Premises to prospective purchasers,
lenders or tenanl.'; (iv) to po,t notices of non.resp""1,lhillty, (v) to .ffix and display "For Hent'
signs; and (vi) to make wpairs, alterations, addition.. or improvements to the l'l'emises 01' other
portlol1\ 01' l.,ndlord's Propelty.
11.2 Withollt limitIng the generality of the provisions of gecti"n 11.1, Landlord shall have the right
\0 remove, alter, Improve or rebuild the light courts, the faC'dde and any olher ponlolls of
Landlord's Property. l.andlord .hall bave the right in the course of such work to close
~ 13 -
Dilr
entrances, doors, corridors or other fadlltles 01' temporarily 10 abate the operdtlons of such
facilities without being deemed an eviction of Tenant c.r a defalllt by Landlord herellnder,
11.3 The Hent shall not abate by rca"on of any evolIl. doS('r!bed In thl. Article 1\ or by rtoson of
Ihe e~erdse of any of !.andlord'. right. undor Ihls Article 11 and Tenonl shallno\ be entitled
10 any set-off. or munlolclailm 1,,1 damag('" of any kind against Landlold by reason Ihereof,
all.uch claims being hereby e~pl'C.sly leleasod hy Tenanl.
U. l~bll!.!tiU'l'.t!l"!.
U,l landlord shall not be liable to Tenant and Tellanl hereby waive. all claim. against Landlord,
whcther or not based on negligence, for any enlry Into thc Premises, for any damage 10
Tenant's property, b\l"lne~; or pel1>On, or for damage to any pel1>on or property In or ab"utthe
Prembes or the approaches, entrances, streels, sidewalk., or corridors thereto, by or from any
cause whalsoever, by any defoct in Ihe !'reml,es or nny other po/1ion of Landlord's I'roperty,
or by water leakage of any character from the roof, walls, basement or olher p.1ftlon of the
!'remises or any other portion of Landlord's I'roperty or caused by ga., fire, oil. electricity or
any calL'e whatsoever In, on 01' abollt the I'remise. or any other portion of Landlord'. Propeliy.
Tenant shall immcdiately notify l.andlord oC any deCective condition In or aboUlthe I'rem~es,
12.2 Tenanl shall Indemnify and hold l.andlol'd ham,less from and defend llmdlord with counsel
satisfactory 10 l.andlord against any and all claJms, liabilities, losses, damages, cosls and
e'rpcnses, for any Injury or damage to any person or property whalsoever, OCCUlTing In, on or
nlXJllllhe l'rembes or other portions of JA1ndlord's Property when such Injury or damage shall
be C~'.'"cd in part or in whole by the neglect, fauh of, or omission of llllY dUly with respecl to
the same by Tenant, its employc(Js, invitees, contractors, subcontractors, licensees, subtenants
or agenls.
13. !!!!!U"'d'!.~~.
13.1 Tenanl shall maintain, at all ttmes during the Lease Term and at its COgt, worker's
compensalion Insul1lncc in an amount required by law and bodily injluy liability and property
damage lIahility Insllrance adequate to proteel Landlord andl.andlord's IIgenl. agalnr.t liability
for Injury to or death of any personln conneclton \lith Ihe use, operation or condition of the
l'remises and Landlord's )'lOperty. Such liability in.,urance 01 all times shali be In l\ll amounl
of not less Ihan Two Million Dollars ($2,000,000) for injuries to penlOns in one accident, not
less than Two Million Dollars ($2,000,000) for injury to ani one person and notles, than Two
Million Dollar. ($2,000,000) with rcspec\ to damage to property. If, In Ihe opinion of Ihe
insurance broker retained by l.andlord, the lUnount of liability insurance or the coverage
afCorded thereby at any dmc Ii not adequate, Tcnant shalllncrease and aher Ihc insul'llnce
coverage a. required by I.andlord's insurance broker,
13.1 Tenant shall at all times during tho Lea,c Tcrm maintain In effect [',licies oC Insuranoo
covering its leasehold improv"ments (induding any Mternlk,ns as may be made by TenlUll),
trade !ixhrres, merchand"", and olher personal property from time to time in or on the
Premises, in an amount not less than one hundred percent (too%) of their actllal replacement
cost, pl'Ovldlng protection against ali risks covered by standard form of "Fire and Extended
Coverage Insurance," together with Insurance against vandali.m and malicious mischief. In
addition, Tenant shall call)' business rl~k In.,urance covering a period oC at least one year and
In an amount sllfficlent to cover all Insurable husiness risk, during such period
- 14 -.
DIUr
D.J AII!nsurance required to be cmrled by Tenanl shall be Issued by respOI"lble huuranre
companies, qualined to do business In the locality where the Premlses Are 10Cl\led and
leasonably atceptable to undlord and shall provide (a) that II<' ehlmge or cancellation of said
pollclet shall he mad() without thh1y (30) days prior written notlee to undlord and Tenant; (b)
that any covemge of I.andlord or .um payable to I.andlord .halll", unaffected by any act or
oml"ion of Tenant or any other Imured whleh might olherwise result In the forfeiture of said
Insurance; Imd (c) that Ihe In.sumnce company Issuing the same shall not have any right of
subrogation against Landlord or Landlord's Insurer. Each policy and renewal shall name
Landlord a.' an additlonllllllSured and. In the ca", of cltlualty Insurall"c for other than Tenant's
pel1lonal property, shall name 1.lln<lIord '" loss payee, Copie, of all policies or ctJnlncate.
evldenchlg the exisltJnce nnd amounls of sllid Insurance shnll be delivered 10 undlord by
Tenanlupon request, Each policy shnll a!.so o"nlnln provisions required by any mongaB"e of
I.andlord', Propenyor nny portion thereDf. Copies of all polici", or tenificales evidenclng,ald
In,uranc" ,hall be delivered 10 Landlord no "Iter thnn five (5) dnys prior tD the
Commememenl Dale and renewnL, thereof shllll be delivered 10 l.llndlord ntlea'llon (10) dRYS
prior 10 the expiration of any such policy. If Tenanl falls to adhere to Ihe requlremenls of this
Article 13, l.llndlord, In nddition 10 any olher remedies It may hnve, may order such Iltsurance
and charge Ihe cost the(('of 10 Tenllnt, which nmounl shall be pnynhl. by T"nnnl upon demand
liS Additional Hell\.
13.4 Tonant hereby waives any and nil rights of r,covery ngail1.'JI Landlord Illld Its partners,
employees, agenls nlld repre,enlatlv(JS for lo&s of or damage 10 'I'enalll 01' Its property or the
property of other.; under its control. nrhlng from any raU3e IIt,ured or required 10 be Insured
against by Tenant, Irrespective of whether such loss or damage Is caused by negligence of
l.andlord or any of its partners, employees, lnv\H\cB, contractors, subcontrac\ors, 1i<.'Cnooes,
sUblenant, or agenls. Tenalll ,hall obtainllnd furnish evidellce 10 I Jmdlord of the waiver by
Ten/J'.nt's Il15urancc carriers of nny right of subrogation <<gainst L.-'\ucUord.
14, !k.ll'uct!!!!!~I.J)l","'g~.
14.1 1n the event that Landlord's I'roprny is damllged or destroyed by casuaity, Landlord shall with
reasonable diligence repair the same provided (a) the dam"gc or destruotion w"s not ca\l..ed
by the fault and neglect of Te"alll or Its emplayee" Invitees, cOlltractor', ,ubconlractor"
licensees, sublenant! or agents: (b) such damage or desrructlon L; covered in f\lll by the
prowed, of ;nS\lrilllC'" made available 10 Landlord by its mortgagee for such repair; and (c)
SUch repairs can be made In lAmdlord's opink)n within one hundred and nigllty (180) dnys of
commencement of sllch repair under the laws, ordinances and regulations of the state, federa~
couuly aud municipal authorities. H, in lnndlotd'. reasonable opinion, such repair cannot be
Substantially Compleled within olle hundred eighly (I~O) days afler the commencement of
repairs, then Tenanl shall hllve the righl to terminnle thc I.ease.
14.1 If Ihe damage 10 Ihe Premises L, uol C'du..ed iu whole or III material part by the fault or neglect
of Ten ani or Its employee" invitees,contractors, ,ubcontrnctor"licensees,subtenants or agents,
then Tenant shali be cntitled 10 an equitable reduction of Rent from Ihe date oflhe oocurrence
unlil ,uch repairs lire compleled, Such equitable reduction shllll be based upon the ex1ent to
which the proponioll which the Le.;abl.. Square Feet rendered ulllLsable beal1l to the I.easable
Squnre Feet Immediately prior 10 ,ul'h damage, The provlslons of any law now or hereinafter
pas.sed during the LelLSe Term Ilulhoriting the termination l'[ the Lease upon Ihe partial or
complete destnlction of the Prembes lire hereby wllived by Tennnt.
.. 15 -
Dlllr
14.3 Notwithstanding anything to Iho conlrary oonlained In Ihis Article 14,lf the I'remises or the
Building are damaged or deslroyed and (a) the repair Ihereof,ln Landlord's opinion, e'.nnot
he completed within one hundred eighty (IBO) days of conunencement of repair: (b) the repair
Is nol covered by Insurance or the oosl thereof estlmaled by Landlord e~ee.eds the Insllmnce
procee,Ls 10 he made available to Landlord by Its mc,,1gagce for ropalr plus any amount which
Tenant sball have d"posited wilh Landlord to pay 1'01' such repair or restoration; (e) the
estimated cost 01' repair or restoration exceeds twenly-nVe percent (25%) of the full
replacemenl cost of the Building; or (d) less than three (3) years would remain of the Lease
Term, exchl,ive of any unexercised options to extend the same, upon completion of the repairs
or restoratioll, then In any such ,..se Landlord shall have the option to tennlnate this \.eMe or
to repair or restore the \'remises or the Building. In the event that Landlord elects to
terminate this \.ease, Landlord shall give notice to Tenant at any time wlthln ninety (90) day.s
afler such damage, terminalillg this Lease "' of the dale specified in such notice, whlcb date
shall not be less than thirty (30) or more Ihan sixly (60) da)'5 afler Ihe giving of such notice.
In the evenl such nolke is given, this tease shall expire and nil inlerest of Tenant in the
I'romlses and this \.ease shall terminate on the date specified in the notice. In such event, the
Rent, reduced by the appliCilble proportlonale reduction, shall be paid up to the date of
lermination. \.andlord shall refund 10 Tenant Ihe Renltheretofore paid for any period of time
$uhsequentlo such date.
14.4 In Ihe evenl Landlord b obligated to, or elect., to, repair or reslore the Premises, Landlord
shall be obligated to repair 01' reslore only such porllons of the subject Premises wbich were
odginally provided by L1ndlord al Landlord's expense nnd, subject to Tenant's right to
terminate the Lease under Section 14.1, all terms of the I.ease shall continue to be in effect.
The repair Of restoration of any of Tenant's Alterations or any property of Tenant which was
not provided at Landlord's expens< shall be the obligation of Tenant, In no event shall Tenant
be entitled \0 any compensation for damage or loss of the Use of all or any part of lhe I'remlses
or l\ny inconvenience, anno)'anctJ .or intenuption or loss of bllsiness or for any olher damage.
wha1soovcr occasioned by any ~uch darunge, destrllction, repair or restoration. irrespective of
the negligence of 1.A:'lndlord or any of its employees, invitccs, contractors, suocontrnctors,
licensees, subtenants or agents,
14.5 Tellant shaU give prompt not ie" to Landlord in case offire, carthquake or other damage \0 the
Premises or the IJuikling,
15. ])kllle hv I'uhlle t\!!.!!t'!fjJy_-
IS,l If all of bnellord's I'ropeny or such rortlon thereof IlS may adversely affect the use of
1~1ndlord's Property by Landlord or any of its tenants, Including Tenant, shall be taken or
appropriated by any public or quasi-public authority under the power of eminent domain, or
tran.sft:rred Ir, lieu of such taking or approprialion, Landlord shall have the righi, at Its option,
to terminate thl, Lease. In addition, if any material portion of the I'remises shall be taken,
Tenant shall have the option to term in ale this l.ease. If this Lease shall be tenninated as
aforesaid,l.andlord shall have Ihe right 10 receive any award or payment made In connection
wilh such public or quasi.public use or purpose 01' any payment made ill lieu thereof. and
Tenant shall have no claim against Landlord for the value of any unexpired Lease Term.
Tenant agrees 10 make no claim for compensation and hereby ""signs to Landlord any rights
which Tenanl may have to any po/1ion of allY reward made as a result of such taking or
payment In Heu thereof, excepl for such award as may be allowed for relocation e:tpense and
for flxtures and olher equipmenl installed by Tenanlwhlch do not become Landlord's property
allhe tern,ination of Ihe '-"'lse under the tenm hereof, bul only If such award Is made by Ihe
- 15 -
DQlr
cond.mnation court In addition to and not In diminution ~f the Rward to Landlord and Is
stated separately from II.. Rward made with rupect to IJllldlord's Property or the part thereof
which WM tal:," or cOlldemned. If a part of the Plem!.... shall be so taken or appropriated
and neither IJlndlord nor Te lIall I elects to terminate thl. tea,e as aforesaid, the Rent
thewafter to be paid shall be reduced ba.ed upon the proportion which the l.ea,able Square
Fee.t taken or appropriated bears to the I.easable Square Feet Immediately prior to sllch taking
or appropriation.
1~.2 If the temporary INe or occllpancy of all or any part of the Premises shall be taken or
appropriated for allY public or qua..i.public ,,,e, thls Leas(: shall remain In full force and effect
unaffected by such taking or appropriation: provided, ho,"",ver, Rent paid during the period of
temporary u-'e or occupancy shall be reduced based Upoll the proportion which the I.ell3able
Square Feet temporarily so used or occupied bears to the Leasable Square Peet Immedialely
prior to such use or occup.ncy. Lalldlord shall be entitled to appear, claim, prove and receive
the entire award as represents the C05t of resloralion of the Premises and any other portion of
Landlord's Property.
16. ~l2!'.JlLQJ!t~~J'JlrJu>t'.JluII(H'!lLtlJI_m~.
16.1 Tenant shall not be allowed to use the name of Office Park or the DulldinB or words to that
effect, in connectioll with any bllsiness cnrrled on In the Premises (except as Tenant's address)
without written con,ent of I .andlord which con.ent Landlord may withhold in Its sole discretion.
16.2 Lar.dlord shall have the tight to change the name of the Building during the period of time in
which Tenant (X'cupies any Ix>rtion of the Building under this I.ea,e <>1' any exten,ion thereof
and shall hal'e no obligation for any loss 01 damage to Tenant by rea,on thereof.
17. SuJ!!l[!ll"'LlJon, _!\.llomUlon_~---'\'Jln<!I~IU'l!.!\Ilc"~!I!U;~'!JIJI~1 C.!lirl!J!les.
11.1 'Illls Lease shall be subject and subord'illate lit all limes to all ground, airspace ami'or
underl}ing lea..es which now exL'1 or may herenfw( be executed affecliug I~'ndlord's ProperlY
or any portion thereof, and to the Ii"" of any mortgages or deeds of tillS! in any IlInOll/ll or
amounts whatsoever now or heleafrer placed on or againslthe Office Park, the Land or Ihe
Building or any pan thereof or on or against Landlord's Interest or estate thorein or on or
Ilb",insl ClflY ground, airspacc or underlying IcnlJc and to all renbwals, modifications,
consolidations, replacements and extensions thereof, unless otherwl,e reqllired :Oy any
mortgagee or beneficiary under any deed of tnlsl or le:;sor under a lea,e, without the necessity
of having funher instruments on the part of Tennnt 10 effectuate such subordination. SubjecI
to the terms of any mongage or deed of tm;t e:<istlllg a, of the date of this Lease, so long as
Tenant j,. not in default in the payrnenl of Rent or other sums under this I.ease or in the
perfonllnnce of any term.', covenants, agreements or conditions of this tease, Tenant, subject
to the other provL,ions hereunder, shall not hy rea"," of foreclosure or the e~erclse by any
remedy und~r any such mongage or deed of llUst, be disturbed in Tenant's occupancy of the
Premises during rhe l.ea:;e Term or any eXlemlon thereof. Upon request ofl.andlord, Tenant
will execute within five (5) days of such request any fUrlherwrltten Imtrumcnt whleh l.andlord's
mortgagee or beneficiary under a deed of lm,t shall request with respect to subordination so
long as such instrument L; con:;istent with the term., of this Section 11.1. In rhe event of
lerminatioll of any .,uch underlying leaS<! or f,,,,:dosul'e of any such mOllgage or deed of Ilust,
Tenant shall, althe option of the Sllt'ce,,",or in interest to Landlord, be and be<<,me Tenanl of
sllch sucec,,.)1' in illterest, and shall attorn to such successor inlntercsl, and shall, atlhe request
of slIch snccessor in interesl, enter inlo a new lease for the balance of the Lease Term then
- 17 -
O~
remaining on the same tel1m, rovenants, agreements alld' conditions", are in thl~ Lease
contalned. Tenant agree. that, ulVn wrillen reque.t of any present or future mortgagee or
holder of a deed of trust with fl\Spect to Landlord's Property or any portion thereof, this Lease
sball be prior, rather than subordinate, to any mortgllge' or deeds of tm~t placed on Landlord's
I'roperty or any portion thereof by such mortgagee or holder. This c1at"e shall be self.
operntive, but upon request, Tenant agrees 10 execute and deliver any document nece$Sary to
confirm the s.me within five (5) days of such mortgagee's or holder'. request.
11,'.\ If any act or omi~~ion by I",ndlord would give Tenant the right, immediately or after lapae of
time, to cancel or terminale thl. l.ease or to claim a partial or total eviction, Tenant wUI not
exerdse any such right until (i) it has given wrilten notice of s\lch act Ilr oml..!on to each
mortgagee, holder of a deed of trust and successor landlord appearing of record by delivering
notice of such act or omission addressed 10 each such party, and (Ii) a reasonable period for
remedying such ad or omission shall have elapsed following such giving of notice.
17.3 Tenant agrees, at any time, and frolll time to time., upon not Ie.. than ten (10) days prior notice
by Landlord, to execute, acknowledge Md deliver to Landlord and ony other party designated
. by Landlord, a statement In writing certifying (i) that thl~ l.e",e Is unmodified and In full force
and effect (or if there have been modifications, that the same Is in full force and effecl as
modified and stating the modifications); (ll) the dates to which the Rent and other charges have
been paid: (Hi) tne Commencement Date and Termination Date 01 the l.ease: (Iv) whether
there l, any free Rent or any other concession due to Tenant under the terlllS of the. Lease; (v)
whether any options to e~1end the Lease Term exist: (vi) whether Tenant has any claims or set
off \Ulder the Lea.e against Rent or charges due or to become due thereunder; and (vii) as to
such other malters concerning the Lease or Tenant's occ\lpancy of the Premises with respect
to which Landlord or Landlord's designee mllY reasonably request. Tenant will also state In
s\lch certificate whether or not to the b<:st knowledge of the signer of such certificate, Landlord
Is in default in performance of any cove llant , agreement, term,provlsion or con,lition contained
In this l.ease and, if so. specifying each such default of which the signer may have knowledge,
it being Intended that any such statement delivered pursuant hereto maybe relied \lpon by
Landlord and by any existing or prospective purcha,er, mortgagee, deed of trust holder or
Icssee of the om", Park 01' the nuJlding or any part thereof. Tenant also agrees to execute
and deliver from time to time such estoppel certificates as any ",isting or prospective lender
or purchaser may require "ith respect to this Lease.
17,4 On 01' before the dale Tenant first takes pc<lsession of the Premises, Tenant agrees to execute
and C<\\ISC ail guarantors to e~ecute a tenant acceptance certificate and estGppellelter in such
form as Landlord may reasonably request.
18. !1!!!!!U!!L!!.tF'Jl~l.~.!Ql'errorrl!.
18.1 Landlord shaUnot have any liability for fallure to supply, or delay in supplying. any service
expressly or Impliedly to be supplied, to make, or delay in makJng, MY repair, additions,
alterations or decorations, 10 supply, Or delay in supplylng. any equipment or flX1ures or
otherwise to perform its covenanl. under this Lease., If l.andlord t. prevented or delayed from
so doing in whole or in part by rea.oos of ForC<J Majeme and the period for Landlord's
petfomlance of the Landlord's obligation.. shall be extended for a period equivalent to the
period of such delay.
18.2 In no event shall any delay in delivery of the Prem,.es by l.andlord to Tenant constitute a
termination of this Lease., or any extension hereof, pl'Ovided, however, prov..lons of this Section
- 18 -
DllIr'
shall not o!,\,rate to excu~e Tenant ftom the prompt paymen'l of Rent Including such pro nola
payments thereof lIS may be due under any Section of Ihl, Lease afler the Conurnncemenl
Dale, and Landlord .hall nol be liable for any claims, d;unages, consequential losses or
expenses Incurred by or IIsserted against Tenant as a result of such delay, but shall only
postpone the C'.onunencement Date.
19, ful.\!IJL!\!!J!.Il~'!l~lLill.
20, U!.rallll.
Tenanl shall faithfully obse/ve and strictly comply wltb Ibe Rules and Regulations, attached
hereto as Exhibit "D' or hereafter promulgated from time to time by Landlord with respect 10
Landlord's Property or by any other party. lne Rules and Regulatlon.s are herebyinoorporated
by reference. Landlord shall not be respoll'lible to Tenant for the nonperformance by any otber
tenant or oCCllpant of Landlord's Property or by any otber party of any of said Rules and
Regulations and nothing contained in lhl~ l..e",e shall be constnwd to ImJX>se upon Landlord
any duty or obligation 10 enforce the Rules nnd Regulations or lenns, l'OI'enants or conditions
In any other lea.., as against any other tenant or occupant.
20.1 Any of the following evenls shall constil1ite a default under this Lease by Tenant:
(e)
(a)
Failure by Tenant to make any payment of Rent or other payment required by this
Lea,e wben the same is due;
(b)
(c)
An abandonment or vacation of the Premises by Tenanl;
Any attempted conveyance, assignment, mortgage or subletting or olher transfer (by
operation of law or otllCrwl~e) of Ihis Lease or of Ihe Premises or any part Ihereof
wilhout the priur wrilten cons?nl of Landlord pursuant to the lerms of this Lease;
(d)
The making by Tenant or any guarantor of any of Tenant's obligations under this
Lea.e of any general assignmenl or general arrangement for the benefil of c,'editors;
the filing by or against Tenanl or any such guarantor of a petition to bave Tenant or
any such guarantor adjudged a bankrupt or a pelltlon for reorganization or
arrangement Ilnder any law relating 10 bankruptcy (unless, In the ca.e of a petition
flied against Tenant or any such guarantor, the same is dismissed within sL\1y (60)
days); the appointment of a truslee or receiver to take possession of substantially all
of Tenant's as.'t'ts located at the Premise, or of Tenant's interest in this Lease, If
JX>sses.~ion is not restored to Tenanl within Ihlrty (30) days; or Ihe attachment,
execution or other judicial seizure of subslantially all of Tenant's as.~ets located at Ihe
J'remises or of Tenant's Inter",,1 in this Lease, where sllch seizure Is not discharged
within thirty (30) days;
Tbe failure by Tenant to observe or perform any covenanl, condition or provision in
thL, Lease not already specifically mentioned in this Seclion 20.\, where such failure
continue,s for thirty (30) days afler written notice from Landlord notifying Tenant of
such failure; provided, however. Ibal if the nature of Tenant's failw'e Is such Ihat more
lhan thirty (30) days arc, reasonably required for its l'Ure, then Tenant shall not be in
default if It begins such cure within the thirty (30) day period descnbed above and
Ihereafte.r diligently prosecutes such cure to completion but in no event beyond sL'(\y
(<il) days afler sUl'h thirty (30) day period.
- 19 -
OUr
2fi,2 In the event of any defaull by Tenant AS dofinenln Section 20.1, Landlord may at any lime
thereafter, upon notke and wllhuut limiting Landlord In the exercise of MY other right or
remedy whlch LandlOl'u llIay have by reuon of such default or breach:
(a) accelerate the Rent for the enllre balance of the Lease Term or any part thereof, and
any msts and sherifrs, marshall'., constable', or other oeneial's comml..lons, whether
chargeable to l.andlord or Tenant, as lfby the tenus of this Lea.. said balance of the
Rent and such olher charges and expenses were payable in advance on the date of
such acceleration. For purposes of accelerallng the Cost I'.... Througb.s for the
balance of the Lea"" Term, Landlord shall be en tilled to calculate the same based On
the Cost I'a" Throughs last payoble by Tenant with an lll<'reasc thereof In the amount
of hve percent (5%) for each Lease Vear or por110n thereof then remaining In the
l.ease Term. Nothing herein shall relieve Tenant ofliabiUly for Betual Aduitional Rent
In excess of such calculations for ony period by Landlord pursuant to this Section. If
such calculations exceed the amount o[ actual Additional Rent [or such period,
Landlord shall either refund such eXce~' to Tenant or apply S\lch excess to other sums
which may become due to Landlord under this Lease.
(b) elect to temlinate this Lease and the tenancy created hereby by giving notice of such
election to Tenant without any rlght ou the part of Tenant to save the forfeiture by
payment o[ any sum due or by other performance of condition, term, aFleement or
covenant broken;
(c) elect to temlinate Tenant's possessory rights and all other rights of Tenant without
thereby terminating thls Lease, and LancUord may without notice reenter the Premises,
forcMbly, If necessary to effect entrance, for the. purpose of distraint or execution, and
10 remove Tenant and ull other persons and property from the Premises, and store
such property in a public warehouse or elsewhere at the cost o[ and for the account
o[ Tenant without resorl to legal process and without 1~1ndlord being deemed gullly
of trespass or becoming liable in any way for any lo~s or damage occasioned thereby,
und to take Ixmession of and sell under distraiut the goods and challel, found in the
Prcmbws;
(d) sell at public or privale salc hll or any part of Tenant's property In the Premises
whether exempt or not [rom sale under execation 01' attachment, the par1ies hereby
agreeing thai said property shall at all limes be subject to a Uen in favor of Landlord
and shall be chargeable for all Rent and the fulftllmenl of all other mvenants and
agreements herein contained, and the pnlceeds of such sale may be applied by
Landlord: first, to the payment of all costs and expenses o[ conducting the sale or
carlng for or storing said property; second, to the payment of any indebtedness,
including, without limitation, any ind(,btedness for Rent, which may be or may
thereafter become due from Tenant to Landlord; and third, to pay Tenant, upon
Tenant's demand therefor, any surplus remaining after all Indebtedness of Tenant to
Landlord has been fuily paid. Tenant expressly waives the benefits o[ aU laM, now or
hereafter In force, exempting MY property within the I'remlses or etsewhere from
ulstralnt, levy or sale;
(c) pursue any other remedy now or hereafter available to Landlord under flpplicable laws
or Judicial dcclsh'ns.
- 20 -
DlliJ'
20.3 Tenaut shall abo pay all rea.,onable altorney's fees and ot'her cosls of suit (aud appeal, If
necl'uary) lucurred by Landlord If It become. noce..ary for Landlord to emrJoy an attorney
or other agenl to bring .ult 10 enforce any of the prov..lons of this Lease.
21. hull\'.J!iol Te.!!anl's _Q!ll!&!!lLllI!!.!!.rJM'!!~r~_!!~!!J'~j>!!!<!Ro!!I.
All terms, oovenants, ai$1'cemonts and conditions to be porfonned by Tenant under Ihis l.ease
shall be performed by Tenant al Tenanl's sole cost and expense and without any abalement of
Hont. If Tenant shall fail to pay any sum of money, other than Rent, required 10 be paid by
It hereunder or shall fall 10 porform any other acl on its part to be porformed hcreundc,r, and
such fallure shall continue beyond any applicable grace poriod sel forth inlhb Lea,e,l.andIOl'd
may, without waiving or relea,ing Tenant from any obligalions of Tenant, make any such
payment or perfonn any such other act on Tenant's part. AU SUms so paJd by Landlord and
aU incldenlal costs thereto (including reasonable attorneys' fees) together wllh Intercslthcreon
al a rate equal to the lesser of fivf. percenl (5%) over the Base Rate announced from time to
time by Dauphin Deposit Bank and Trust Company, Harri,burg, Pennsylvania, or the hlghesl
rate pennltled by Jaw (Ihe 'Default Rate') from the dale of such paymenl by Landlord shaU
be payable to Landlord on demand and Tenant covenants to pay any such sum,. Landlord
sball bave (in addition 10 any other right or remedy of Landlord) the same rights and remedies
In tbe event of the nonpayment thereof by Tenant a~ in the case of default by Tenant in the
payment of the Hent. In addition, any Rent, Including Minimum Annual Rent, Cosl Pass
Throughs and Late Chkrges which are not paid timely will accrue Inleresl at the Default Rate.
22. Abandonment or rersollall'[!!j'.el:tl',.
In the event of termlnalion of this Lease in any mallner whatsoever, Tenant shall fOl1hwith
remove Tenant's goods aad effects and those of any other porson.; claiming under Tenant or
subtenancies assigned to it, and quit and deliver the Premic,es to the Landlord peaceably and
quIetly. Goods and effects not removed by Tenant after termination of thL, l.ease (or within
forty-elght (48) hours after a termination by reaSOn of Tenant's defa\~t) shall be considered
abandoned. Landlord shail give Tenant notice of right to reclaim abandoned property pUlsuant
to ap,\,lIc1Iblo local law and may thereafter dispose of the same as it ceents expedient, including
storage In a public warehouse or elsewhere at Ihe cost and for the accoullt of Tenanl, but
Tenant shail prompllyupon demand reimburse Landlord for any expenses incurred by Landlord
In connection therewith, which obligatioll shaU survive the termination or e~'Plratloll of Ihls
Lease.
23. ,Hold..Qvcr.
If Tenant shall not Immediately surrender the Premi,es on the day after the termination or
expiration of the Lease Term, then Tenant sball. by virtue of this Lease, beoome a Tenant at
the sufferance of Landlord at twice Ihe rental agreed by Tenant to be paJd as iJoresald, and
Tenant shall be subject 10 all of the other conditions and covenants of this Lease.
24. Notices.
Any and all noti",s or demand, required or permil1ed herein shalll:>e in writing served either
personally, by commercial overnight courier or by certified mail, return receipt requested, al
the addre..es provided In Section I.l for the party. Service shall be deemed made at the time
of delivery or refusal thereof. Either party may specify a different address by giving the other
party nOlice of such dlllerent add,,,,," aoccording to the terms of thb Al1ide.
- 21 -
D ~tl(
respect to any of the plOl'i,lon" of this I,c,n.'lC 01' any obligations ari,lng Iherefromln mnnectlon
therewith. In such el'cnt, Tt'nant shaU look solely to the e'1u\ly of the then owner of Ihe
property on which the l'remL.es me located fm the satl"flldlon of remedies hy Tennntln the
event of a hreach by I.andlord of any of Its covenanls, agreements or obligations her"under.
In no event shalll.andlord be Iiahle to Tenant for ron""quentinl or p\Ulltive damages for I\ny
reason whatsoever.
29. l.ea_tt ~;xle!l~ton.
If any extension opti"nls indicated In Section 1.1, Tenant shall have the "pliont" (,stend the
LeMe Term, c~;erclsable lIS hereinafter provided, f"r the number of successive extension terms
and the nnmber of yeal1l for each exte.nsit'n term as specified In Section 1.1, each such
extension term upon all of the tenn" covenants and conditions set forth In thi, Leasr"
Notwithstanding anything to the contrary In the prevlour, sentence, Tenant shall have the right
to an eA1enslon option only so long '" this I.el\,e shall be in full fort'" and effect, and no
default, 01' event which hut for the passage of time or the giving of notice, or both, \\'Quld
constitute a default has oCClltTed and is continuing nnd Ihatln the ca", of any extension term
othet than the first extension ten1l, Tenant shall have esercised the preceding eA1ension option.
The Minimum Annual Rr.nt for each l.ea.se Year or portion thereof during any e~1enslon term
shall be that amount speciflCd in Section t.t. Tenant shall exercise Its right to an e~1ension
term hy giving Landlord notice of its election to do so nntless than six (6) months prior to such
extel~,lon lenn and, upon the giving of such nolice, this 1.ease shall be. deemed to be exlt'.nded
for tbe period of the relevant extension ieI'm without the execution of any lIu1hel' lea.,e or
instrument.
,30. Mj~!!!'.!!.t'!~~J'rJl..yl~.i~I!~.
(a)
(b)
(c)
Timc is of the essence with I'csi"'ctto this Leale and each of its pI'OI1Sion',
The waiver by Landlord or Tenant of any term. covenant, agreement or condition
herein cont"lned shall not IXl deemed to he a waiver of such teml, covenant,
agreement or condition on any prior or subsequent hreach of the same or any other
tc rm, cove nant J agr(',cment or GOl'ldition he rein cout ained, The suooeq \Ie nt acre ptancc
of Rent hereunder by I,andlord shall not he deemed to be a waiver of any preceding
breach hy Tenant of any term, covenant, ar;eement or condition of this Lease, other
than the failure of Tenant to pay the particular rental so accepted, regardless of
Landlord's knowledge of such preceding hreach at the time of acceptance of such
Renl.
In the event of any action or proceeding hrought hy Landlord against Tenant under
this Lease or In the event I.andlord j, otherwise required to retain counsel to enforce
IA1ndlord's rightc. hereunder, Landlord shall be entilled to recover for the (Osl' and
fees of its attorneys in such matter and Tenant shall promptly pay such rosl, and fees
as Additional Rent within ten (to) days after receipt from Landlord of a demand
therefor.
(d)
This Lease and any emibits and addenda attached bereto and herehy incorporated
constilute the entire agreement between the parties, and supersedes any prior
agreements or understandings between them. The provbions of this !..ease may not
be modified in any way escept by written agreement signed by both parties.
- 23 -
(Wr
EXIIIIIIT D
l\!!I.~ anl!..litt\\!!lh!.!!!
I. The sldewall:B, parking lots, driveways, entrances, passages, vestibules, corrldol1l, halls and other
public porllons of the Building ('Common Areas') shaU not be obstructed or encumbered by any
tenant or used fDr an)' pUllx"e other than ulgress and egress to and from the Premises, and tho
delivery of products and materials (provided such delivery or shipmen! does not obstruct othe/ll In
their Ingre..s and egress to and from the Premises or the Common Areas) and no te.nant shall permit
any of Its employ...s, illlitees, contractors, subcontractors, licensees, subtenants or agents to
congregate or loiter In any of the ('",mman Areas. Tenant shall not IllIite to, or permit to vislt,lts
Premises pe/llons In such number; or under such conditions as may interfere with the me and
enjo)'ment by others of the Coffil1lon Areas. Fire exits are for emergency use only, and they shnll
not be used for any other purposes by Tenant, or the emplo)'ees, Invltees, contTllctors,
subcontractors, licensees, subtenants or agents ofTellant, Landlord reserves the right to control and
operate, and to restricl and regulate the llse of, the Common Areas and tho public fadlltios
furnished for the colllmonuse of the tenants, In such manner as it de.erns Ix'st for the benefit of the
tenants generally,lncleding the light to aUocate ccrlain elevato/ll for "elivery service, and the right
to designate which Building entrallces shall be used by persons making delivf.rles In the Building.
No doormat of any kind whatsoever shall be-placed or left in llny public hall or outside any entry
door of the Building.
2, No llwnW!}S or other projections shaJJ be allached to or hung in or llsed in connection with any
window or door of the Building. without the prior written consent of Landlord which consent
Landlord mil)' withhold in its sole discretion, Curta ills, blinds, shades or screens must be of a
qualit)', type, design and color, and attached in Ihe manner, approved by LllIldJord. In order Ihal
the Building can IInd "ill maintain a uniform appearance to those persons outside of the Building.
Tenant shall use only building standllrd blinds in window areas which are lisible from the outside
of the Building.
3, No sign, insignia, ad\'tI11sement, lettering, notice or oth", object shall be exhibited, ins(ribed,
painted or affixed by an)' tenant on an)' pal1 of the oulside of the Premises 01 the Building, on
mnidor walls or in any Common Area without the prior written consent of L<lndlol'd which con.senl
IA1ndlord ma)' wilhhold In its sole discretion, Signs on each enll-ance door of the Premises shall
conform to building standards as to size, content, color and slyle as established by Landlord from
time to time at Lllndlord's sole discretion, Such signs shall, at the expense of Tenant, be Inscribed,
painted or affIXed by signmakel~ appro\'ed by Landlord, In the event of the liolallon of the
fOlCgoillg by Tenant, Landlord may mmove the same without any liability and may charge the
e"lC€nse Incurred in sllch removal to Tenant as Additional Rent. Interior signs, if an)', and lettering
on dool~ and the Building directory shall, if and when approved by Landlord, be illscnbed, painted
or affixed for Tenant by Landlord, at Ihe expen.se of Tenant, and sh"lI be of a size, color and style
ac"'ptable to Landlord, Only Tenant named in the Lease. shall be entitled to appear on the
directol)' tablet. Addltionalllames mal' be added in Landlord's sole discretion Imd,'.r such terms and
condil.ions as Landlord mal' appro\'e.
4, Neill"'r the sashes, sosh doors, skylighls or ";Ildo,,~ that reOecl or admit light and air into the halls,
passage\\'al~ or other public places in the Building. if any, nor the heating, ventilating and air
conditioning I'ents and dorm shall be C{)\'ered or obstruckd by any tenanl, nor shall any bottles,
parcds or olher a.ticles be place.d on the window sill, 01' on the lx'.liphera' heating enclosure.,
Whenever the heating, ventilating or air conditioning sy.;tems al'e In operation, Tenant ogrees to
draw the shades, blil1lls 01' othel' window covelins;, as I'ea",nably tequi;ed be('allse of the posili6n
- 29 -
(jltt
of the sun. Tenant .hRlI havn no right \0 remove or chRnge .hade., bUnds or other \\indow
covering. within the Preml~es without Landlord'. priorwrltten consent which consent Landlord Itlay
withhold in Its sole discretion, '
S, No ShOWCRse. or other articles shall be put by Tenant In front of or Rffixed to any part of the
e7;\erior of the Building. nor placed in the C.ommon Area.~,
6, No acids, VRpors or other barmful mRterlals &hall be dlschRrged, or permlllcd to be dlscbRrged,lnto
the WilSto lines, vent. or fine,s of the BuUding. 111e water and wash closets and other plumbing
fu1ures shall not be \lsed for any purposes other thllll t hose for which they were designed and
constructed, and no sweepln!!ll, rubbish, ra!!ll, Rclds or other foreign substances shall be thrown or
deposited therein. Nothing shall be swept or 1hrown into the Conunon Areas or other areas of the
Iluildlng. into or upon any heating or ventilating vents or registers or plumbing apparal\ls In the
Bulldlng. or upon adjoining building<, land Or streets, 'ne cost of repairing any damage resulting
from any misuse of such fixture., vents, registers or apparatus and the cost of repalrlng and damage
to tbe Bulldlng. to any facilities of the Iluilding or to any adjoinUlg building or property causr-d by
Tenant or the employees, invitees, rontractors, subcontractors, licensees, subtenants or agents of
Tenant shall be paid by Tenant.
7, Tenant shall not mark, paint,drllllnto orin any way deface any pari of the Premlses or the Building
other than as may be pennltted by the terms of this Lease, No boring. culling or stringing of win"
shall be permit1e.d, except \\ith the prior wrillen consent of Landlord which consent Landlord may
withhold In its sole discretion. No telephone, telegraph or other wires or instruments shall be
Introduced into the Building by any tenant except in a maImer approved by Landlord, Tenant shall
not lay linoleum, or other similar floor covering. so that the same shall come in direct contact with
the fioor of the Premises, and, if linoleum or other similar floor covering Is desired to be Ilsed, an
interlining of builder's deadening felt shall be first affIXed to the floor by a paste or other material,
soluble in water, the use of cement or other similar adhesivc material be.ing e~l'ressly prohibited.
8, No bkycles, vehicles, animals (except seeing eye dogs), r"h or birds or any kind skill", blc"'f;.\ ".."
or kept In or about the Premises.
9, Tenant shall conduct ils business In the Premises in such a manner,lXlth as regards noi", hnd other
nuisances, as will not interfere \lith or disturb an)' other tenant ill the Iluilding, neighboring residents
or the Landlord in the ownership or management of the Building.
10, Nothing shall be done or permilled in the Premises and nothing shall be hrought into or kept in or
about the Premises, which wouldlmpauor interfere \lith any of the buiidingequipment, the services
of the Building or the proper and economic heating, ventilating. air conditioning. cleaning or other
SCf\ices of the Building or the Premises, nor shall there be installed by any tenant any I'entilatlnp.
air conditioning, e1ee1rical or other eqllipment of any kind which, in the judgment of Landlord,
might cause an)' such impainnent or Interference. Neitl\C.r Tenant nor the employees, uwitee.,
contractor., subcontractors,liwn,;{,es, subtenants or aBents of Tenant shall at allY time blingor keep
upon its Preml<cs any u!flammable, combustible or explosil'e l1uid, chemical or substance.
11. No additional locks or IX>lts of any kind shall be placed upon any of the doors or windows by
Tenant, nor shall any changes be made in lock, or the mechanism thereof. Duplicate keys for the
Premis(,s and toilet rooms shall be procured only from Landlord, and Landlord may make a
reasonable charge therefor, Te.nant shall, upon the expiration or sooner termlnation of the Lea.so
of which these Rules and Regulations are a part, tum over to l.andlord all k(,ys to stores, offices and
toilet room.<, either rumished to, or otherwise procurNJ by, Tenant, and in the event of the loss of
any keys rUl1lished hy Landlord, such !<-nant sh"i1 pal' to l.andlold the cost of wl'la<'Cmenl loc\:,.
- 30 -
~Q
Notwithstanding Ihe f(lTegolng. Tenant may, with Landlord's prior consent, Install a security S),Iem
In the Premises which n!les muter codes or ClIlrds Instead of keys pr",~ded that Tenanl shall provide
l.andlord with the mll!lter rode or card for Illch S)~telll,
12, A1\iemovals or the carr)ing In or out of any sales, freight, furniture, packages, flOSf.S, crates or any
other object or IllMter of ~ny description shall take place only during such hours M Landlord may
from time to time determlno, Tenant shall reimbu",c Landlord for estra costs Incurred by l.andlord
Including but not limited to the ro3t of such ov~rtlme work, Landlord reserves the right to Innpect
aU objects and matter to be brought Into the Ilulldlllg and to exclude frolllthe Building all objects
and matter which violate any of these Rules lUld Regulations or the l..ea.se of which thr.se Rules and
Regulations are a part, Landlord may require any pe/llon leaving the Building with any package 01'
othr,r obJecI or matter to submit. paIS, listing such package, object or matter (rom the tenant from
whose Premises the package, object or matter is being rr.moved, but the establLshroent and
enforcement of such requirement shall not impose any responsibility onl.andlord for the protection
of any tenant against the removal of properly from the J'rellllses of such tenant, Landlord shaU in
no way be liable to Tenant for damages or loss arising from the admission, excl""ion or ejection of
any person to or from the Premises or the Building.
13. r~1ermir.atingservice shall be employed at reasonable intervals by Tenant, 1IO that the hemlses shall
be protecled agahlSt IInd free of pest and vc.rmin,
14, Landlord shaU have the right to prohibit any advcrtLsing or identifying sign which, in the judgment
of Landlord, tends to impair the appearance or reputation of the. Building or the desirability of the
Building a.s " fmlldin,g for offices, and upon writtennotlcc from I~'ndlord, such tenant sholl refrnin
from and discontinue such advertising or Identifying sir)~
IS, Landlord resen'es the right to exclude from the Building all employees of Tenaut who do not
presr., ! pass to Ihe Building nigned by Tenant. L,ndlord or its agent will f,'mush plm"S to persons
for whom Tenant requests same in writing, Ll1Ildlord resen'es the right to require all other persons
entering the Building to sign a regisler, to he announced to Tenant such person is \'islllng, and to
he accepted as a visitor by Tenant or to he otherwise I'roper~' identified (and, if not so a,,'epted or
Identified, resr.I\'eS the right to exclude such pel>ons from the. Building) and 10 n''!u;,e r~w""
lealing the Bnilding to sign a regLster or to surrender a pass p,iven to such l"'l>on hy the tenant
visited, Tenant shall I", re.sfonslble. for all perso05 for whom It l<'qllests any such pass or any plllson
who Tenant so accepts, and Tenant shall be liable to I }lIldlnrd for all ads or omissions of such
persons, Any person\\'hose presence in the Building at any time shall, In the Judgment of Landlord,
be prejudicial to the safet)', chanlcter, se..CUrll)', reputation or interests of the Huildingor the tenants
of the Building mal' be denied ae"".. to the Brllldlng or may he ejected from the Building. In the
event of inva<;ion, riot, puhlic c-xdtemcnt or other C01l1nlotion, LandlO1d may prevent aU acct\ss to
the lluilc\ingdnring the continuance of the same by closing the doors or otl"'lWlse for Ihe safety of
tenants and the protection of property in the Building.
16. Tenant, before closing and Ieal'ing the Premis"," at any time, shall see thaI all lights are turned out,
All entrancc doors in the Premises shall be kept locked hy each tenant when it. Premises ate not
in use, Entrance doors shall not he left ol,<,n l1t any tin1<\,
17, Tenant shall, at Ihe e~l"'llSe of T('nant, provide lir.llt, 1':>\\'('1' and water for Landlord, and its age.nts
while making repain; or alt(,l'alions in its P"'miles.
lB. The l'r<'mises shall IlDt he Ilsed (or lodging or sle<'ping 01' for any immoral or illegal pllrpo>e.
.- 31 -
(0l
23. Hold.Ovt.r
,
24. Notices
25. Guaranty
26. Relocation of Tenant
21. Joint and Several Uability
28. Transfer of Landlord's Interest; Umltation Uability
29, Lease Extension
30. Mlscellaneo\lS Pro\isions
fulill2l!!
A. Premises
B. n'nant's Proportionate Percentage of Cost Pass Throughs
C. Floorplans
0, . Rules and Regulations
- 34 -
~,
.,
ADDENDUM TO LEASE AGREEMENT
THIS ADDENDUM is entered into by and between ANCHOR
INVESTORS (" IJandlord") and SUMMIT MACHINERY SYSTEMS, INC.
("Tenant") and comprises part of that LEASE AGREEMENT between
Landlord and Tenant dated ~.V~.~ , 1995 (the "Lease").
All cflpitalized terms used here!n-;-unlesB otherwise defined,
shall have the meanings set forth in the Lease.
For good and valuable consideration, and intending to
be legally bound, the parties agree that the L,ease is amended as
follows:
1. Sections 4.3.1 (e), 4.3.1 (d) and 4.3.3 of the
Lease, concerning cost pass throughs for certain capital
improvements, are deleted in thei.r entirety. All reference in
Section 4.3.4 to "Capitali.zed Cost of Capital Improvement.s" are
deleted. In lieu thereof, Landlord and Tenant agree that Tenant
will be responsi.ble t.o pay all costs and expenses of any capital
improvement to the Premises that i.s made by Landlord at Tenant's
request, which shall consti.tute an Alterati.on under Section 9.4
of the Lease.
2. Section 7,4 of the Lease i.s amended by addi.ng the
following to the end of the first sentence of said Section:
"other than those that are: (i) noticed to
Landlord in writi.ng, together with a description of Tenant's
use, storage and disposal plans therefor; (ii) incidental to
Tenant's normal business activities at the Premi.sBs; and
(iii) used, stored and disposed of in accordance with all
applicable statues, laws, ordinances and regulations."
3. The first sentence of Section 8.4 of the Lease is
deleted in its entirety and restated as follows:
"No subletting or assignment shall release or
alter Tenant's primary liability to pay Rent and to perform
all other obligations to be performed by a tenant hereunder
unless Landlord shall have consented in writing to sllch
subletting or assignment, which consent shall not be
unreasonably withheld."
4. The thi.rd sentence of Section 8.4 of the Lease i.s
deleted in its entirety and restated as follows:
"Upon a default hereunder by any assignee or
subtenant of Tenant (other than an assi.gnee or subtenant
approved in writing by the Landlord), Landlord may proceed
di.rectly against Tenant wi.thout the necessity of exhausting
remedi.es against such tenant. or subtenant."
D\>.C
5. The last sentence of Section 11.2 of the Lease is
deleted in lts entirety and restated as follows:
"Landlord shall have the right in the course of
such work, so long as Tenant's ability to conduct business
operations at the Premises is not materially adversely
affected, to close entrances, doors, corridors or other
facilities or temporarily to abate the operations of such
facilities without being deemed an eviction of Tenant or a
default by Landlord hereunder."
6. The clause "whether or not based on negligence"
appearing on lines 1 and 2 of the first sentence of Section 12.1
of the Lease is deleted in its entirety and replaced with the
following clause:
"other than those based on Landlord's gross
negligence or wilful misconduct"...
7. Section 13.4 of the Lease is amended by adding the
following sentence to the end thereof:
"Landlord shall remain liable to Tenant for such
loss or damage :i.n excess of the amounts of insurance
coverages required to be maintained by Ter-ant under Section
13 hereof (or in excess of actual coverages maintained by
Tenant if higher than the required coverages) in accordance
with Section 12.1."
8.
each reference
(90) " .
Section 14.], of the Lease :i.s amended by changing
to "one hundred eighty (180)" therein to "ninety
9. Section 28 of the Lease is deleted in its entirety
and restated as follows:
"NotwIthstanding any provision of the IJease to the
contrary, In the event of the sale or other transfer of
Landlord's interest in the Premises, Landlord shall thereupon (md
without further act by either party heret.o be released and
discharged of all covenants, agreements and oblIgations of
Landlord hereunder whether theretofore accrued or thereafter
accruing. The parties acknowledge that Landlord is a general
partnership and agree that the liability of Landlord under this
Lease shall be limited to Its interests in Landlord's Property
and its interest in all other real or personal property assets
owned by Landlord (the "PartnershIp Assets"), and reCOUt'flCl undor
any judgments against Landlord shall be limited solely and
exclusively to the proceeds of sale of Partnership Assets. III no
ev'ent shall the individual partners of Landlord have any penwnu]
liability with respect to any provisions of this [,easo or any 01'
the Landlord's liabilities, agreements, representatiollB,
warranties and obl.i.gations hereunder, and Tenant herAby WIlJVClH,
releases and di.sclaIms any recourse hereunder to the Jnd.! vi dUll]
DR.1
.
10, Admitted,
II, Admiued,
12. Admitted,
I), Adllliucd,
14, AdllliUed.
15. Denied. Although the I,euse provides payment of 5% In the event of u late puyment.
Pluintiffnever req'lCsted sume.
16. Denied. It is denied thut Defendunt fuiled to pay the Inte ehurge inusmuoh as Snne
was never requested to be puid,
17, Admitted,
18, Admitted.
19, Admitted.
20, Admitted,
21. Admitted,
22, Admitted,
23, Admitted.
24. Admitted.
25. Denied, Although the I,ollse provides payment of 5% In the event of u late payment.
Pluintiffnever requested same.
26. Denied, It is denied that Delcnduntllliled to puy the lut(~ ohurg(~ inusmueh <lS Sune
was never requosted to be paid.
27, Admitted,
28, Admitted.
2
29, Admitted.
30. The eonlents of paragruph 30 of Pluintifl"s Complaint sets forth conclusions of luw
us opposed to stlltemeuts of litcl. No rcsponsc thcreto heing requircd. In thc u\tel'l1l1tive, wuiving
none of thc Illrcgoiug, to the extcnt paragl'llph 30 of 11luinlilfs Complaint arc dcemed to contain
fucts to which u rcsponSl' is rcquired, those 1I1legations arc specilicully denied. Strict proof
thereof is demanded at trial.
31. Admitted.
32. Admitted,
3), Denied. Aftcr reasonahlc investigution, Summit is without knowlcdgc or
information suflicicntto tl)l'm a helicf as to thc truth of thc avcrment of this pal'llgraph.
34. Denied. The premises in question were lell in a rcasonahly unhlcmished condition,
35. Denied, The contents of pal'llgraph 35 of Plaintiffs Complaint set lbrth conclusions
of law as opposed to statemcnts of lilct, no responsc thereto hcing required. In the ultcrnative,
waiving none of the lllregoing, to thc extcnt paragraph 35 I,ll' Plaintilrs Complaint arc deemed to
contain tilcts to which a response is rcquired, those allegations arc spedlieally denied, Strict
proof thereof is demandcd at trial.
Count I . Urcllch 01' "CURC Aarccmc.1!!
36. Summit herehy incorporales hy refcrcnce lhe answcrs contained in paragraphs I
through 35 ahovc, as if morc fully sellhrth hcrcin.
37, Thc contcnt!: of paragraph 37 of I'I1Iinlilfs Complllint sct tllrth conclusions of law as
opposed to statcmcnts of lilct, no response thereto heing required. In the 1I1lernative, wuiving
none of the Ii)l'cgoing, to thc extcnt paragraph 37 of Pluintilrs (:0111plaint UTC deemed to contain
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