HomeMy WebLinkAbout07-3094BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
PROLOGIS SIX RIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
v. )
OLD CORNERSTONE FINANCIAL, L )
LC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant. )
COURT OF COMMUN YL~AS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law
y
CONFESSION OF JUDGMENT IN EJECTMENT
FOR POSSESSION OF REAL PROPERTY
Pursuant to the authority contained in the warrant of attorney (a copy of which is
attached hereto as Exhibit A and incorporated herein) set forth in the Lease described in the
complaint filed in the above-captioned action, I hereby appear for Defendant Old Cornerstone
Financial, LLC, a Missouri limited liability company, and confess judgment in favor of plaintiff
ProLogis Six Rivers Limited Partnership and against the Defendant in ejectment and for
PHDn'TA 1440273 1
possession of the Leased Premises described in the Complaint, which consists of the premises
located at 4900 Ritter Road, Suite 103, Mechanicsburg, Pennsylvania.
Respectfully submitted,
David M. Pelletier, Esquire (90899)
1600 Market Street, Suite 3600
Philadelphia PA 19103
(215) 751-2107
Attorney for the Defendant
(Pursuant to the Warrant of Attorney
Described in the Foregoing Complaint)
Dated: May 17, 2007
2 PHDATA 1440273_1
F,~~,b ~ F
Exhibit A:
Attachment to Confession of Jud ment in E'ectment for Possession
Excerpt from Lease: Warrant of Attorney
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RIDER
1. CONFESSION OF JUDGMENT.
(A) IF TENANT SHALL DEFAULT IN THE PAYMENT OF THE RENT
OR ANY OTHER SUMS DUE UNDER THIS LEASEPRD HTONOTARY OR BY
IRREVOCABLY AUTHORIZES AND EMPOWERS
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY AND
ALL SUITS OR ACTIONS WHICH MA R ACTIONS TO CONFES JUDGMENT/OAGAINST
OTHER SUMS; AND IN SAID SUITS O
TENANT FOR ALL OR ANY PART OF SAID RENTAL AND/OR' SAID OTHER SUMS,
AND FOR INTEREST AND COSTS, TOGETHER WITH AN ATTORNEYS' COMMISSION
FOR COLLECTION OF $10,000.00. SUCH AUTHORITY SHALL NOT BE EXHAUSTED
BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS
AFORESAID FROM TIME TO TIME AS OFTEN AS ANY OF SAID RENT AND/OR
OTHER SUMS SHALL FALL DUE O TERMINA~TIO OR EXPIRAT ON OF THE TERME
EXERCISED AS WELL AFTER THE
OF THIS LEASE.
(B) WHEN THIS LEAR CONDTT ONN BROKENTOR FORSANYIOTHER JL
BE TERMINATED BY COVENANT O
REASON, ETTHER DURING THE TERM OF THIS LEASE, AND ALSO WHEN AND AS
SOON AS SUCH TERM SHAI-L HAVE EXPIRED OR BEEN TERMINATED, TENANT
HEREBY IltREVOCABLY. AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY
COURT OF RECORD AS ATTORNEY FOR TENANT AND ANY PERSONS CLAIMING
THROUGH OR UNDER TENANT TO CONFESS JUDGMENT IN EJECTMENT AGAINST
TENANT AND ALL PERSONS CLAIMING THROUGH OR UNDER TENANT FOR THE
RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR WHICH THIS
LEASE SHALL BE SUFFICIENT WARRANT, WHEREUPON, IF LANDLORD SO
DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH,
WITHOUT ANY PRIOR WRIT O TER SUCH AC ION SHALL HAVE B ENROVIDED
THAT IF FOR ANY REASON AF
COMMENCED THE SAME SHALL BE DETERMINED, CANCELED OR SUSPENDED
AND POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE
RESTORED TO TENANT OR ANY PE THE RIGHT~UINPON ANY SUB BQ~DNTR
TENANT, LANDLORD SHALL HAVE
DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT TERMINATION OR
OR OF
EXP]RATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION HEREOF,
TENANT'S RIGHT OF POSSESSION, AS HEREINBEFORE SET FORTH, TO CONFESS
JUDGMENT IN EJECTMERNETCA VER POSSESSOION OF THE SAID PREMISEOS~
ADDITIONAL TIMES TO
(C) IN ANY ACTION OF OR FOR EJECTMENT OR FOR RENT OR OTHER
SUMS, IF LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN
AFFIDAVIT MADE BY IT OR SOMEON Y pFNDGMENT, SUCINH AFFIDAVIT SSHALL
NECESSARY TO AUTHORIZE THE
DSC:901613.3/pME285-141885
AND IF A TRUE COPY OF THIS LEASE
BE CONCLUSIVE EVIDENCE OF SUCH FACTS; _
(AND OF THE TRUTH OF THE COPY S ~C~ SHFAIDI,L. NO. TT BEE NECESSARY TO FII,E
EVIDENCE) BE FILED IN SUCH ACTIO ,
OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR
THE ORIGINAL AS A WAFT
PRACTICE TO THE CONTRARY NOTWITHSTANDING' .TENANT RELEASES TO
LANDLORD, AND TO ANY AND ALL ATTO DINGS TAN B~LANDLORD, ENANT,
ALL PROCEDURAL ERRORS IN ANY PROTS OF ATTORNEY CONTAINED IN THIS
WHETHER BY VIRTUE OF THE WARRAN
LEASE OR NOT, AND ALL LIABII-TTY THEREFORE.
IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE EXECUTED THIS
RIDER.
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PROPERTY UST, its general partner
By: Name:
Title: STEPHEN J BUTTE -
Yica President
TENANT
OLD CORNS ~~ ON~ CLAL, LLC
By: Name:
Title: ~ - ~~~
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WAIVER OF PRIOR HEARING CERTIFICATION
The undersigned acknowledges that, subject onlbotVe Leasee authorizessand a powers di,andlord,
the a
expressly provided for in the above Lease,
without the undersi ed receivin an riot noticone and for possession of the leased premises
entry of judgments against the undersigned form y
and immediately thereafter, without the undersi ~ comment and executiontremedies (which may
1,ParinQ in anY COUrt, to exercise post judgment en
the sale of the undersigned's assets and
include, without limitation, seizure of bank accounts,
removal of the undersigned from the leased premises by law enforcement officers).
The undersigned acknowledges that it has agreed to wai ~ on of the Commonwealth of a hearing
under the Constitution of the United States, the Constitu
Pennsylvania and all other applicable state and f ed~adl ~ws'ed and mmedi t ly t ereafter
ability to cause the entry of judgments against th ~
exercise Landlord's post judgment enforcemh its indetendent counselhand tdhe undersigned
discussed the legal impact of this waiver wit P
acknowledges that it has freely waived such rights.
OLD CORNS T _ FIN CIAL, LLC.
By' Srf~.3°fff~.
Name: ~, 3 ~~'
Title: Co - ~-~
Dated: December 1~ 2002
DSC:gp 1613.3lAM E285-141885
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone) Attorneys for ProLogis Six Rivers
(215) 751-2205 (facsimile) Limited Partnership
PROLOGIS SIX RIVERS LIMITED ) COURT OF COMMON PLEAS
PARTNERSHIP, a Delaware limited ) OF CUMBERLAND COUNTY,
partnership, ) PENNSYLVANIA
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
CIVIL ACTION -Law
Plaintiff, )
q
~ ~'1
~ 1. c v ~
NO. ~-~d
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant. )
COMPLAINT IN CONFESSION OF JUDGMENT IN EJECTMENT
ProLogis Six Rivers Limited Partnership (f/k/a Keystone Operating Partnership,
L.P.) (the "Landlord" or "Plaintiff'), brings this action, pursuant to Pennsylvania Rules of Civil
Procedure 2970, et seq., to obtain a judgment by confession in its favor and against defendant
Old Cornerstone Financial, LLC, a Missouri limited liability company ("Tenant" or
"Defendant"), in ejectment for possession of real property, and avers as follows:
Parties, Jurisdiction and Venue
Plaintiff is a limited partnership organized and existing under the laws of the State
of Delaware with a place of business at 4900 Ritter Road, Suite 150, Mechanicsburg,
Pennsylvania 17055.
PHDATA 1440273 1
2. Defendant is, upon information and belief, a Missouri limited liability company
with a place of business at 4900 Ritter Road, Suite 103, Mechanicsburg, Pennsylvania 17055.
3. Venue properly lies in this Court because (i) the events out of which this action
arises occurred in Cumberland County, (ii) the Leased Premises (as defined herein) is in this
County, and (iii) Defendant has a place of business in this County.
Underlyin~ Transaction
4. On or about December 16, 2002, Landlord (f/k/a Keystone Operating Partnership,
L.P.) entered into a written lease agreement (the "Lease") wherein Defendant, as tenant, leased
from Landlord the commercial real estate located at 4900 Ritter Road, Suite 103,
Mechanicsburg, Pennsylvania, and further described in the Lease (the "Leased Premises").
Landlord has fulfilled all of its obligations under the Lease and has otherwise
performed all acts necessary to preserve all of its rights under the Lease.
Averment of Default
6. Among the obligations imposed upon the Defendant under the Lease is the
obligation to make certain payments to Landlord. Specifically, Paragraphs 1.2 and 5.1 of the
Lease require the Defendant to pay Landlord annual base rent in equal monthly installments
(plus any applicable late fees under Paragraph 5.2 of the Lease) ("Rent") as follows:
Month Annual Base Rent Monthly Rent Amount
1-2 Free $0.00
3-62 $78,600 $6,550
7. Defendant is in default under the Lease because of, among other things, its failure
to pay when due the Rent for each of the months of September 2005, October 2005, November
2005, December 2005, January 2006, February 2006, March 2006, April 2006, May 2006, June
2
PHDATA 1440273_1
2006, July 2006, August 2006, September 2006, October 2006, November 2006, January 2007,
February 2007, and May 2007 and other sums due under the Lease, all as itemized in paragraph
15 below.
8. As set forth in Paragraph 19 of the Lease, the Defendant's failures in paying its
monthly rental obligations under the Lease to Landlord constitute an "Event of Default" under
the Lease and entitles Landlord to exercise various legal remedies available both under the Lease
and at law generally.
9. Upon an Event of Default, Paragraph 1 of the Rider appended to the Lease
provides that any attorney of any court of record may appear on behalf of the Defendant and
confess judgment in ejectment against the Defendant (and all persons claiming through or under
the Defendant) for the recovery of possession of the Leased Premises.
Averment'Concerning Notice
10. By letters (the "Default Letters") dated November 11, 2005, December 1, 2005,
December 12, 2005, December 28, 2005, January 16, 2006, March 16, 2006, Apri125, 2006,
May 16, 2006, June 12, 2006, July 17, 2006, August 16, 2006, September 19, 2006, October 16,
2006, January 18, 2007, February 15, 2007, February 23, 2007 and March 22, 2007, Landlord
notified the Tenant of its continuing defaults under the terms of the Lease and demanded that
such defaults be cured. True and correct copies of the Default Letters are annexed hereto as
Exhibit B.
11. The Lease requires no other notice prior to the commencement of this Action or
prior to the entry of judgment herein.
Statement Concerning Prior Judgments
3
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12. No prior judgments in ejectment against Defendant on the Warrant of Attorney
contained in the Lease have been entered in any jurisdiction.
Averment Regarding Fact That Judgment Is Not For
Obli ation Under Consumer-Credit Transact>ton
13. The Lease executed by the Defendant is not aconsumer-credit transaction and the
judgment being entered herein is not related to aconsumer-credit transaction.
Statement Concerning Assignments
14. There has been no assignment of the Lease by Plaintiff or Defendant.
Itemization of Amounts Due
15. As of May 10, 2007, the following amounts were due and owing but unpaid under
the Lease.
Base Rent $26,200.00
Late Charges .................................................. 1,310.00
................................................
NSF Charge.... 25.00
(Less) Security Deposit ................................. ($6,550.00)
TOTAL: $20,985.00
........................................................
16. None of the above amounts have been paid.
Averment of Fact that the Real Property at Issue Herein is
Not Residential and that Defendant is Not a Natural Person
17. The Leased Premises is purely commercial and Defendant is not a natural person.
DEMAND FOR JUDGMENT
18. By virtue of the above averments and pursuant to the Warrant of Attorney
contained in the Lease, Landlord is entitled to immediate entry of a judgment in its favor and
against the Defendant for possession of the Leased Premises and the issuance of a writ (or writs)
of possession to restore Landlord to actual possession thereof.
4 PHDATA 1440273_1
WHEREFORE, ProLogis Six Rivers Limited Partnership demands that judgment
be entered in its favor and against the Defendant Old Cornerstone Financial, LLC, in ejectment,
for possession of the Leased Premises.
B~ E. Bressler (09868)
Michael J. Barrie (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, Pennsylvania 19103
(215) 751-2000
Attorneys for the Plaintiff, ProLogis Six Rivers
Limited Partnership
Dated: May 17, 2007
PHDATA 1440273 1
VERIFICATION
I, Sally Hutchinson, subject to the penalties of 18 Pa.C.S. § 4904 relating to
unsworn verifications, hereby verify that:
(a) I am employed as Regional Property Manager of an affiliate of ProLogis
Six Rivers Limited Partnership, plaintiff in the above-captioned action and, as such, am
authorized by the plaintiff to issue this verification on its behalf;
(b) The facts set forth in the foregoing Complaint in Confession of Judgment
in Ejectment are true and correct to the best of my knowledge, information, and belief; and
(c) The Exhibits attached to the Complaint in Confession of Judgment in
Ejectment are true and correct copies of the originals.
~il~l.
Sally Hutchinson
Dated: May j~, 2007
6 PHDATA 1440273_1
~X~,b,f ~
Exhibit A:
Lease
PHDATA 1440273_1
~I
OFFICE LEASE FOR
OLD CORNERSTONE FINANCIAL, INC.
Premises: 4900 Ritter Road, Suite 103
Mechanicsburg, Pennsylvania
DSC:901613.3/AM E285-141885
TABLE OF CONTENTS
Article Page
1. Reference Data and Definitions .......................................... ................................................1
3
2. Demise of Premises ......................................................... ................................................
3. Possession ............................................................................ ................................................4
5
4. Term ............................................................................. ............. .............................
5. Base Rent ............................................................................. ....~...........................................8
6. No Additional Rent for OperatingExQenses and Real Estate Taxes ...................................9
7. Common Areas ................................................................... ................................................9
8. Use• Compliance With Law ................................................ .......:........................................9
9. Alterations and Tenant's Property ........................................ ..............................................1 l
10. Repairs and Other Work ..................................................... ..............................................11
11. Liens ......................... ....................................................... ..............................................12
12. Subordination ...................................................................... ..............................................12
13. Inability to Perform ............................................................. ..............................................13
14. Destruction ..................................................:....................... ....... ...................................13
15. Insurance ................................................................. ... ..............................................15
16. Eminent Domain .......... ................................................... ........ . ..................................16
17. Assi~iment; Subleasinl; ....................................................... ..............................................17
18. Utilities and Services .......................................................... ..............................................19
19. Default. ............................................................................ ..............................................19
20. Insolvenc~or Bankruptcy ................................................... ..............................................22
21. Fees and Expenses: Indemnity: Paylnent ............................. ..............................................22
22. Access to Premises .............................................................. ..............................................23
23. Notices ................................................................................ ..............................................24
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..........24
.
24. No Waiver .............................................................................. .
................................
25. Tenant's Certificates .............................................................. ............................................24
26. Rules and Re~tllations ........................................................... .............................................25
27. Tenant's Taxes ...................................................................... .............................................25
28. Tenant's Competitors ........................................................... .............................................25
29. Miscellaneous ...................................................... ...:.........................................25
u
RIDER
EXHIBITS
A -Floor Plan Depicting Premises
B -Work Letter
C -Form of Term Commencement Agreement
D. -Specification for Cleaning and Janitorial Services
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AGREEMENT OF LEASE
AGREEMENT OF LEASE (the "Lease") made as of the ,~ day of December, 2002
between KEYSTONE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the
"Landlord");.and OLD CORNERSTONE FINANCIAL, LLC, a M i 55ouiC i limited liability
company.
Landlord and Tenant agree as follows:
1. Reference Data and Definitions. The following sets forth some of the basic lease
information and definitions used in this Lease: ~~
1.1 "Additional Rent" shall mean all sums (exclusive of Base Rent) payable
by Tenant to Landlord under this Lease.
1.2 "Base Rent" shall mean the Annual Base Rent payable for each Lease
Year during the Initial Term, the Base Rent is set forth below:
Month Annual Base Rent Monthly Installment of
Annual Base Rent
1 - 2 Free
3 - 62 $78,600.00 $6,550.00
1.3 "Broker" shall mean CRESA Partners.
1.4 "Building" shall mean the building located at 4900 Ritter Road,
Mechanicsburg, Pennsylvania.
1.5 "Commencement Date" shall have the meaning set forth in Section 4.1.
1.6 "Common Areas" shall mean toilets, trash facilities, stairs, public lobbies,
corridors and parking areas provided for the non-exclusive use of tenants of the Building, and
driveways, walkways, grounds and landscaping servicing the Project.
1.7 "Concession Costs" shall mean Costs such as construction allowances,
rent concessions, moving expenses, takeover obligations and other similar inducements, incurred
in leasing, subleasing or assigning a lease or this Lease.
1.8 "Excess Assignment Consideration" shall mean an amount, if any, equal
to: (A) the consideration whenever paid by any assignee for the assignment, less (B) Tenant's
cost of improvements made or paid for by Tenant to satisfy the needs of the assignee, and legal
fees, leasing commissions and Concession Costs, reasonably incurred by Tenant in connection
with such assignment.
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1.9 "Excess Sublease Rent" shall mean an amount, if any, equal to: (A) (i) all
rent or other consideration paid to Tenant by •any subtenant, for and during each month less (ii)
the portion applicable to such month (when amortized from the date such subtenant commences
to pay. rent over the remaining term of the sublease, exclusive of any renewals or extensions) of
Tenant's costs of improvements made or paid for by Tenant to satisfy the needs of the subtenant,
and legal fees, leasing commissions and Concession Costs reasonably incurred by Tenant in
connection with such subletting, less (B) (i) the Monthly Installment of Base Rent for such
month plus (ii} such other rent or consideration attributable to such month, which would
otherwise be required to be paid by Tenant to Landlord. In determining the amount of Excess
Sublease Rent with respect to a sublease for less than all of the Premises, the amount of the
Monthly Installment of Base Rent to be deducted pursuant to clause ~B)(i) of this Section 1.9
shall be determined by multiplying the then applicable square foot rate of the Monthly
Installment of Base Rent by the area of the portion of the Premises which has been sublet.
1.10 "Guarantor" shall mean N/A.
1.11 "Holidays" shall mean the days observed as holidays by the United States
government, or the state government of the State in which the Building is located.
1.12 "Landlord" shall mean the Landlord named on page 1 of this Lease or any
subsequent owner of such Landlord's interest in the Property.
1.13 "Landlord's Address":
c% Keystone Realty Services, Inc.
200 Four Falls Corporate Center
Suite 208
West Conshohocken, Pennsylvania 19428
1.14 "Landlord's Work" shall mean the work to be performed by Landlord and
described on the Work Letter annexed as Exhibit B to this Lease.
1.15 "Lease Interest Rate" shall mean the lesser of (A) 400 basis points in
excess of the Prime Rate in effect from time to time or (B) the maximum amount or rate that
lawfully maybe charged in the circumstances, if such a maximum exists.
1.16 "Lease Taxes" shall mean any tax, assessment, levy or other charge (other
than any income tax) by any federal, state or local law now or hereafter imposed directly or
indirectly upon Landlord with respect to this Lease or the value thereof, or upon Tenant's use or
occupancy of the Premises, or upon the Base Rent, Additional Rent or any other sums payable
under this Lease or upon this transaction.
1.17 "Operating Expenses" shall have the meaning set forth in Section 6.1.1.
1.18 "Ordinary Business Hours" shall mean from 7 a.m. to 10 p.m., Monday
through Friday, and 9 a.m. to 1 p.m. Saturday, with Holidays excepted.
1.19 "Permitted Use" shall mean only use for office and ancillary purposes.
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1.20 "Premises" shall mean the area referred to as Suite 103 containing 4,727
usable squaze feet located within the Building and depicted on the floor plan annexed to this
Lease as Exhibit A (the "Floor Plan'.
1.21 "Prime Rate" shall mean the rate of interest announced from time to time
by Wachovia Bank, N.A. or its. successor as its prime rate or, if such rate is discontinued, such
comparable rate as Landlord reasonably designates by notice to Tenant.
1.22 "Property" shall mean the Building together with the pazcel of land and all
appurtenances thereto on which the Building is located.
1.23 "Rent" shall mean Additional Rent and Base Rent, collectively.
1.24 "Rent Commencement Date" shall mean the date which is two (2) months
after the Commencement Date.
1.25 "Rentable Area of the Premises" shall mean 5,240 square feet.
1.26 "Rentable Area of the Building" shall mean 55,574 square feet.
1.27 "Security Deposit" shall mean $6,550.00.
1.28 "Substantially Complete" or "Substantially Completed" or similar phrases
shall have the meaning set forth in the Work Letter.
1.29 "Target Delivery Date" shall have the meaning set forth in Section 3.2.
1.30 "Tenant" shall mean the Tenant named on page 1 of this Lease and such
person's permitted successors and assigns, subject to the provisions of this Lease.
1.31 "Tenant's Address" shall mean the Premises after the Commencement
Date and, prior to the Commencement Date, shall mean:
c/o CRESA Partners
150 South 5th Street
Suite 3200
Minneapolis, Minnesota 55402
1.32 "Term" shall mean the 62 month period commencing on the
Commencement Date and terminating on the last day of the 62nd month following the
Commencement Date.
1.33 "Usable Area of the Premises" shall mean 4,727 squaze feet
2. Demise of Premises.
2.1 The Premises. Subject to the terms of this Lease, Landlord leases to
Tenant and Tenant leases from Landlord the Premises, together with the right ofnon-exclusive
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use of the Common Areas including, without limitation, the non-exclusive use of approximately
45 parking spaces at no additional charge.
2.2 Expansion Right.
2.2.1 Provided Tenant is not then in default under this Lease beyond any
applicable cure or grace period, Tenant shall have the rights set forth in this Section 2.2 to lease
the Expansion Space. The term "Expansion Space".shall refer to space within the Building
labeled as "Expansion Space" on the Floor Plan.
2.2.2 In the event that Landlord shall desire to market the Expansion
Space to prospective tenants, Landlord shall first give written notice (the "Leasing Notice") to
Tenant notifying Tenant of such intention and specifying the terms pursuant to which Landlord
intends to market the Expansion Space (collectively, the "Expansion Lease Terms"). Upon the
giving of a Leasing Notice by Landlord, Tenant shall thereupon have an option (the "Expansion
Option"), exercisable by notice (an "Acceptance Notice") given to Landlord not later than ten
(10) days after Tenant's receipt of the Leasing Notice, to enter into an amendment to this Lease
with Landlord whereby Tenant leases the Expansion Space on the Expansion Lease Terms or
such other terms Landlord and Tenant may agree to. In the event Tenant does not exercise its
option as aforesaid, then (i) Landlord shall have the right to lease the Expansion Space on such
terms~as Landlord may elect to any tenant which, on a cumulative basis, result in an economic
benefit to Landlord equal to not less than ninety percent (90%) of the cumulative economic
benefit Landlord would have received under the Expansion Lease Terms and (ii) Tenant shall
have no further rights or claims as to the Expansion Space. Notwithstanding the foregoing,
Tenant's right under this Section to lease the Expansion Space shall be reinstated in the event that
either (x) notwithstanding Landlord's marketing efforts, Landlord has not entered into a lease for
the Expansion Space with another tenant on such terms as are permissible under clause (i) of the
immediately preceding sentence within twelve (12) months after the date of Landlord's Leasing
Notice, or (y) Landlord proposes to lease the Expansion Space on terms which, on a cumulative
basis, would result in an economic benefit to Landlord of less than ninety percent (90%) of the
cumulative economic benefit Landlord would have received under the Expansion Lease Terms.
2.2.3 On the commencement date applicable to the Expansion Space, the
Expansion Space shall become part of the Premises (subject to the terms and conditions to
which Landlord and Tenant have agreed).
3. Possession.
3.1 Improvements to Premises. The Premises will be improved by Landlord
as provided in Exhibit B to this Lease (the "Work Letter"). The Work Letter sets forth the
obligations and responsibilities of Landlord for the performance of Landlord's Work. Landlord
shall use diligent efforts to substantially complete Landlord's Work prior to the Target Delivery
Date. Except for the improvements to the Premises contemplated by the Landlord's Work,
Tenant agrees to accept the Premises and the Property in their "as is" condition. Tenant's taking
of possession of the Premises shall constitute an acceptance by Tenant of the conditions thereof,
subject to punchlist items.
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3.2 Target Delivery Date. Landlord shall, subject to Article 13, use its
diligence efforts to cause the Landlord's Work to be Substantially Complete on or before January
1, 2003 (the "Target Delivery Date").
4. Term.
4.1 Commencement Date. The Term of this Lease shall commence on the
Commencement Date. The "Commencement Date" shall refer to the earlier of (i) the date
Tenant takes occupancy of the Premises for the Permitted Use or (ii) the date on which the
Landlord's Work is Substantially Completed; provided, if Substantial Completion of the
Landlord's Work is delayed as a result of a Tenant Delay (as defined in Section 4.4), then the
date determined pursuant to clause (ii) shall be the date that Landlord would have Substantially
Completed the Landlord's Work in the absence of any Tenant Delay. If for any reason Landlord
cannot deliver possession of the Premises to Tenant by the Tazget Delivery Date, including
without limitation, because the Landlord's Work is not Substantially Complete on or before such
date, then the validity of this Lease and the obligations of Tenant under this Lease shall not be
affected, except that the Commencement Date will be the date on which Landlord delivers
possession of the Premises to Tenant with the Landlord's Work Substantially Complete, and such
postponement of the Commencement Date and of Tenant's obligation to pay Rent shall be
Tenant's sole remedy and Tenant shall have no claim against Landlord arising from Landlord's
failure to deliver possession of the Premises by the Target Delivery Date. Promptly following
the occurrence of the Commencement Date, Landlord and Tenant shall execute and deliver the
Term Commencement Agreement in the form of Exhibit C to this Lease.
4.2 Rent Commencement Date. Tenant's obligation to pay Rent shall
commence on the Rent Commencement Date. If Tenant takes possession of the Premises prior
to the Commencement Date, such possession shall be subject to the terms of this Lease.
Notwithstanding the foregoing, if Tenant, with Landlord's prior written approval, takes
possession of the Premises prior to the Commencement Date for the limited purpose of
performing improvements to the Premises or installing Tenant's furniture, fixtures, equipment or
other personal property, such possession shall be subject to all of the terms of this Lease,
provided Tenant shall not be required to pay Base Rent or Additional Rent during such period of
occupancy prior to the Commencement Date during which Tenant performs such work. Tenant
shall pay for the cost of all utilities and services provided to Tenant or the Premises during the
period of Tenant's possession prior to the Commencement Date.
4.3 Lease Year. Each "Lease Year" shall be the twelve (12) month period
commencing on the Commencement Date.
4.4 Tenant Delay. "Tenant Delay" shall mean any delay in the completion of
the Landlord's Work arising from (i) any change order requested by Tenant after Landlord's
approval of construction plans and specifications which actually causes a delay, (ii) delays in
furnishing materials, services, supplies, labor or components, if any, required to be furnished by
Tenant, (iii) delays caused by the performance of any work or activity in the Premises by Tenant
or any of its agents, employees or contractors, and (iv) any other delay caused by Tenant. In
addition, if Tenant chooses to use ariynnn-building standard construction components or finishes
in the Tenant Improvement Work and such items aze not readily available in the same time frame
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as building standard components or finishes, any delay caused by obtaining such non-standard
items shall be considered a Tenant Delay.
4.5 Early Termination Right. Tenant shall have the right to cancel this Lease
effective as of any date on or after February 28, 2006 (the. date so designated by Tenant is
referred to as the "Eazly Termination Date") provided that (i) Tenant shall have given to
Landlord no later than six (6) months prior to the Early Termination Date so designated by
Tenant, time being of the essence, Tenant's written notice of its intent to terminate the Lease as
of the Early Termination Date (the "Termination Notice"), and (ii) payment is made to Landlord
within thirty (30) days after the giving of the Termination Notice, time being of the essence, of a
sum equal to the unamortized (as of the Early Termination Date) portion of the cost of
Landlord's Work (as such term is defined in the Work Letter annexed to this Lease), all
unamortized real estate commissions paid to the Broker, legal fees, and unamortized "free rent"
or rent abatement provided pursuant to this Lease, all as reasonably determined by Landlord (the
"Termination Fee"). The Termination Fee shall be based upon the amortization on a straight-line
basis of such costs over the Initial Term together with interest thereon from the date such costs
aze incurred at the rate of eleven percent (11%) per annum. Landlord shall determine and advise.
Tenant of Landlord's calculation of the Termination Fee promptly upon Tenant's written request
for the same. Payment of the Termination Fee shall not relieve Tenant of any of its other
obligations hereunder through the Early Termination Date including without limitation payment
of Rent. If the Termination Notice and Termination Fee are timely received, the Term shall be
deemed to have expired and all other obligations and payments required of either party shall
cease as of the Early Termination Date except those which expressly survive the termination
hereof, and such cancellation shall not relieve either party from liability or obligation accruing
prior to the date of such cancellation. In the event that the Termination Notice and Termination
Fee are not timely received, this Lease shall continue for the full Term and each party shall
continue to be responsible for all of its obligations hereunder. Notwithstanding anything
contained in this Lease, Tenant shall have no right to terminate this Lease pursuant to this
Section 4.5 during any Option Term.
4.6 RenewalODtion.
4.6.1 Landlord hereby grants to Tenant the options (each, an "Extension
Option") to extend the Term of this Lease for up to two (2) additional terms of three (3) years
each (each, an "Option Term") upon and subject to the terms and conditions set forth in this
Section. The Extension Option shall be exercised, if at all, by written notice (the "Option
Exercise Notice") given to Landlord at least three (3) months prior to the expiration date of the
then applicable Term. If Tenant exercises the Extension Option, each of the terms, covenants
and conditions of this Lease shall apply during such Option Term as though the expiration date
of the Option Term was the date originally set forth herein as the expiration date of the Term,
provided that (i) the Base Rent to be paid during the Option Term shall be the Prevailing Market
Rental, as hereinafter defined, and (ii) the expiration date for the Lease shall become the
expiration date for the Option Term. Anything contained herein to the contrary notwithstanding,
if Tenant is in default beyond any applicable cure period under any of the terms, covenants or
conditions of this Lease either at the time Tenant exercises the Extension Option or at any time
thereafter prior to the commencement date of the applicable Option Term, Landlord shall have,
in addition to all of Landlord's other rights and remedies provided in this Lease, the right to
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_..
terminate the Extension Option upon written notice to Tenant. As used herein, the term
"Prevailing Market Rental" for the Premises shall mean the annual basic rental and other
monetary payments that Landlord could obtain for the Option Term from a third party desiring to
lease the Premises for the Option Term for a use comparable to the use by Tenant, taking into
consideration the value of leasehold improvements and leasing brokerage commissions expenses
that Landlord will not be obligated to incur in connection with extending the term of this Lease.
4.6.2 If Tenant timely exercises an Extension Option, Landlord shall
send to Tenant, within ten (10) days after receipt of Tenant's Option Exercise Notice, a notice
setting forth Landlord's designation of the Prevailing Market Rental for the Premises for the
Option Term. Landlord and Tenant shall promptly commence negotiations to reach a mutually
acceptable determination of the Prevailing Market Rental. If, within'ten (10) days after the
giving of Tenant's Option Exercise Notice, Landlord and Tenant have not agreed upon a
mutually acceptable Prevailing Market Rental, then.by the close of business on the fifth (5th)
business day following the end of such ten day period each of Landlord and Tenant will submit
to the other its final proposed Prevailing Market Rental. If the lower proposed Prevailing Market
Rental last submitted by Landlord or Tenant is at least 95% of the higher proposed Prevailing
Market Rental last submitted by the other of Landlord or Tenant, then the Prevailing Market
Rental will be determined by averaging the two proposed Prevailing Market Rentals. If the
proposed Prevailing Market Rental last submitted by Tenant is less than 95% of the proposed
Prevailing Market Rental last submitted by Landlord, then the determination of the Prevailing
Market Rental will be determined by the "Arbitration Panel" selected as set forth below (and the
term "Arbitration Panel" will mean the arbitrators selected by the process set forth below). If
either party fails to timely submit its final proposed Prevailing Market Rent to the other as
required above, then the Prevailing Market Rental shall be deemed to be that submitted by the
party who has so timely acted.
4.6.3 Within five (5) business days after the last of Landlord's or
Tenant's proposed Prevailing Market Rental is submitted, each of Landlord and Tenant will
appoint a person who is a licensed Pennsylvania real estate broker or an appraiser who is a
member of the American Institute of Real Estate Appraisers, with not less than five (5) years'
experience in the area in which the Premises is located (each, an "Arbitrator"). The two (2)
Arbitrators so appointed shall appoint an impartial third Arbitrator, similarly qualified, who has
no business relationship with either Landlord or Tenant, within five (5) days after the
appointment of the last appointed Arbitrator, and shall notify the parties of the identity of such
third Arbitrator. If the two (2) Arbitrators are unable to agree upon a third Arbitrator, either
Landlord or Tenant may, upon not less than five (5) days' written notice to the other party, apply
to the American Arbitration Association for appointment of a third similarly qualified Arbitrator.
The three (3) Arbitrators are referred to in this Lease as the "Arbitration Panel." Within thirty
(30) days after the appointment of the third Arbitrator, the Arbitration Panel shall (i) conduct a
hearing, at which Landlord and Tenant may each make supplemental oral and/or written
presentations, with an opportunity for questioning by the members of the Arbitration Panel and
(ii) select either the Landlord's proposed Prevailing Market Rental or the Tenant's proposed
Prevailing Market Rental as the Prevailing Market Rental, which designation will constitute the
Prevailing Market Rental for the Option Term. The determination of the Arbitration Panel shall
be limited solely to the issue of whether Landlord's or Tenant's proposed Prevailing Market
Rental is closest to the actual Prevailing Market Rental, and the Arbitration Panel will have no
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right to propose a middle ground or to modify either of the two (2) proposals. The decision of a
majority of the three (3) members of the Arbitration Panel shall be binding upon Landlord and
Tenant. In the event of the failure, refusal or inability of an Arbitrator to act, a successor shall be
appointed in the same manner as the original Arbitrator. Each party shall pay any cost of the
Arbitrator selected by such party and one-half of the cost of the third Arbitrator so selected plus
one-half of any other costs incurred in resolving the disagreement regarding the Prevailing
Market Rental.
4.6.4 If Landlord and Tenant reach agreement regarding the Prevailing
Mazket Rental, or if the Arbitration Panel determines the Prevailing Mazket Rental, then the
parties shall execute an amendment to this Lease confirming the terms and conditions applicable
;,
to the Option Term.
4.6.5 If the commencement date of the Option Term is other than on the
first day of a calendar month, then the installment of Base Rent payable on the first day of the
month in which the Option Term commences, as provided for hereinabove, shall be prorated
based on the number of days in such month prior to the commencement of the Option Term and
the number of days in such month on or after the commencement of the Option Term.
5. Base Rent.
5.1 Payment. Base Rent shall be payable by Tenant in equal monthly
installments as set forth in Section 1.2 on or before the first day of each calendar month, in
advance. If the Rent Commencement Date or the expiration date of the Term should occur on a
day other than the last day of a calendar month, then the Base Rent for such fractional month
shall be prorated upon a daily basis. All payments of Base Rent and Additional Rent shall be
made without prior demand and, except as otherwise expressly provided in this Lease, without
offset, deduction or counterclaim of any kind, in lawful money of the United States of America.
Such payments shall be made at Landlord's Address or at such other place as Landlord shall
designate from time to time. Tenant's agreements to lease the Premises and pay Base Rent,
Additional Rent and all other sums payable under this Lease are independent of any other
covenant, agreement or term of this Lease.
S.2 Late Chaz>;es. If Tenant fails to pay any Base Rent or Additional Rent
within ten (10) days after the same is due and payable, such unpaid amounts will be subject to a
late payment charge equal to five percent (5°/a) of the unpaid amounts in each instance. Such late
payment charge has been agreed upon by Landlord and Tenant, after negotiation, as a reasonable
estimate of the additional administrative costs and detriment that will be incurred by Landlord as
a result of any such failure by Tenant, the actual costs thereof being extremely difficult if not
impossible to determine. The late payment charge constitutes fair and reasonable compensation
to Landlord for its damages resulting from such failure by Tenant to timely pay and shall be paid
to Landlord together with such unpaid amounts.
S.3 Security Deposit. The Security Deposit shall be retained by Landlord as
security for the faithful performance and observance by Tenant of its obligations under this
Lease. Except as may otherwise be required by applicable law, (a) Tenant shall not be entitled to
any interest on the Security Deposit, (b) Landlord shall not be obligated to hold the Security
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Deposit in trust or in a sepazate account, and (c) Landlord shall have the right to commingle such
Security Deposit with its other funds. If Tenant defaults under this Lease, without limiting any
right or remedy of Landlord, Landlord may also apply the whole or any part of the Security
Deposit to the extent required for the payment of any Rent or other sums payable under this
Lease as to which Tenant is in default or on account of any sum which Landlord may expend or
maybe required to expend by reason of Tenant's default. If any portion of the Security Deposit
is applied by Landlord for any such purpose, Tenant shall, within ten (10) days after demand is
made by Landlord, deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to its original amount. If Tenant shall fully and faithfully comply with all of the
covenants and conditions of this Lease, the Security Deposit shall be returned to Tenant within
thirty (30) das after the expiration date of the Term and the surrender of the Premises to
Landlord. In no event shall the Security Deposit be applied to the last monthly installment of
Rent or Additional Rent due prior to the expiration date of the Term. In the event of a sale of the
Premises, Landlord shall have the right to transfer to the purchaser the Security Deposit,
whereupon Landlord shall be released by Tenant from all liability for the return of the Security
Deposit and Tenant shall look solely to the new landlord for its return.
6. No Additional Rent for Operating Exyenses and Real Estate Taxes. Tenant shall
not be separately charged for operating expenses or real estate taxes. All such expenses aze
included in the Base Rent payable by Tenant under this Lease.
7. Common Areas.
7.1 Right to Use Common Areas. Tenant shall have the non-exclusive right to
use the Common Areas in common with other persons approved by Landlord during the Term,
subject to Landlord's rules and regulations and the provisions of this Lease.
7.2 Alteration of Common Areas. Landlord reserves the right, at any time and
from time to time, without the consent of or liability to Tenant to make alterations or additions to
the Property and the Common Areas, to change, add to, eliminate or reduce the extent, size,
shape, number or configuration of any aspect of the Property and Common Areas, to close to the
general public all or any portion of the Property to the extent and for the period necessary to
avoid any dedication to the public, to effect any repairs or further construction, to change the
arrangement, character, use or location of entrances or passageways, doors and doorways,
corridors, elevators, stairs, landscaping, toilets, mechanical, plumbing, electrical or other
operating systems or any other portions of the Common Areas or other parts of the Property, and
to change the name, number or designation by which the Property is commonly known;
provided, however, access to the Premises shall not be reduced by Landlord pursuant to this
Section, including access to and from the parking areas servicing the Building; nor shall the
number of available parking spaces be reduced by Landlord pursuant to this Section below that
required to be provided by applicable law.
8. Use• Co>~liance With Law.
8.1 Permitted Use. The Premises shall be used only for the Permitted Use and
for no other purpose.
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8.2 No Nuisance. Tenant shall not allow, suffer or permit the Premises or any
use thereof to constitute a nuisance or unreasonably interfere with the safety, comfort or
enjoyment of the Building by Landlord or any other occupants of the Building or their
customers, invitees or any others lawfully in, upon or about the Building or its environs.
8.3 Compliance with Laws.
8.3.1 Tenant, at Tenant's expense, shall comply with and cause all of
Tenant's contractors, agents, servants, employees and licensees to comply with all applicable
laws, ordinances, rules and regulations of governmental authorities applicable to Tenant's use or
occupancy of the Premises. Without limiting the generality of the foregoing, Tenant shall
comply with the requirements of (a) the Occupational Safety and Health Act (and all regulations
promulgated thereunder), and (b) the Americans with Disabilities Act (and all regulations
promulgated thereunder), as the same maybe amended from time to time (collectively, the
"ADA"). The ADA may require, among other things, that. the Premises be designed to remove
architectural barriers so that the Premises will be readily accessible to people with disabilities, on
the same basis as the Premises are accessible to those without such disabilities. The foregoing
obligation of Tenant shall not however permit Tenant to make, without Landlord's prior written
approval, any alterations to the Premises which otherwise would require Landlord's approval
under this Lease, and Tenant shall comply with all of the requirements of this Lease in making
any such alterations.
8.3.2 Landlord, rather than Tenant, shall be responsible for correcting
any condition at the Premises which is not caused by Tenant or its. subtenants or their employees,
contractors or invitees, or which does not result from Tenant's use or occupancy of the Premises,
which violates any applicable law, code, regulation or ordinance which is in effect on the date of
this Lease. All costs of such corrective action shall be borne by Landlord. Landlord, rather than
Tenant, shall be responsible, at Landlord's costs, for performing any repairs to the Premises
which are required to cause the Premises to achieve compliance with the ADA as in effect on the
date of this Lease. Tenant shall be responsible, at Tenant's cost, for compliance with the ADA to
the extent compliance is necessitated by Tenant's use or occupancy of the Premises.
8.4 Hazardous Materials.
8.4.1 "Hazazdous Substance" shall mean any hazardous or toxic
substance, material or waste which is or becomes regulated by any local, state or federal
governmental authority having jurisdiction. The term "Hazazdous Substance" includes, without
limitation, any material or substance which is (i) designated as a "hazardous substance" pursuant
to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined
as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (iii) defined as a "hazazdous
substance" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (iv)
petroleum or (v) asbestos or asbestos-containing materials.
8.4.2 Tenant shall not cause or suffer or allow any Hazazdous
Substances, to be brought upon, kept, used, discharged, deposited or leaked in or about the
[)SC:901613.3/AME285-141885 - 1 ~ -
Premises or the Property by Tenant or any of Tenant's contractors, employees or invitees or by
anyone in the Premises (other than Landlord or its agents, employees or contractors), except to
the extent such Hazardous Substances are customarily kept or used by typical office tenants. If
the obligations imposed by the preceding sentence are breached, or if the presence of any
Hazardous Substance on the Premises or the Property caused or suffered or permitted by Tenant
or any of Tenant's contractors, employees or invitees or by anyone in the Premises (other than
Landlord or its agents, employees or contractors) results in contamination of the Premises or the
Property, then Tenant shall indemnify, defend and hold Landlord harmless from any and all
claims, judgments, damages, penalties, fines, costs, liabilities, expenses and losses (including,
without limitation, diminution in value of the Property, damages For the loss or restriction on use
of leasable space or of any amenity of the Building, damages arising from any adverse impact on
marketing of space and sums paid in settlement of claims, attorneys' fees, consultant fees and
expert fees) which arise during or after the Term as a result of such contamination. This
indemnification shall include, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal or restoration work required
by any federal, state or local governmental agency or political subdivision because of any
Hazardous Substance present in the soil or groundwater on or under the Property.
9. Alterations and Tenant's Proyerty.
9.1 Alterations Defined. Tenant shall not make or suffer or allow to be made
any alterations, additions or improvements in or to the Premises (collectively, "Alterations")
without first obtaining Landlord's written consent based on detailed plans and specifications
submitted by Tenant; provided Landlord's consent will not be required if the proposed
Alterations will not affect the structure or the mechanical, electrical, HVAC, plumbing or life
safety systems of the Building and the total cost to acquire and install the proposed Alterations
will be no more than $10,000.. In all instances where Landlord's consent is so required, it maybe
granted or withheld by Landlord in its sole discretion.
9.2 Removal of Property. All Alterations shall become the property of
Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this
Lease; provided, however, that this provision shall not apply to movable equipment, trade
fixtures, personal property or furniture which are owned by Tenant ("Tenant Owned Property").
At Landlord's sole election, made at the time Landlord's consent to any Alterations is provided,
any or all Alterations made by or on behalf of Tenant shall be removed from the Premises at
Tenant's sole cost and expense at the expiration or sooner termination of this Lease, and the
Premises shall be restored, at Tenant's sole cost and expense, to their condition before the
making of such Alterations, ordinary wear and tear excepted. Tenant shall repair at its sole cost
and expense all damage caused to the Premises or the Building by removal of any Alterations or
Tenant Owned Property. Any Tenant Owned Property required to be removed from the
Premises and not removed from the Premises at the expiration or earlier termination of this Lease
shall, at Landlord's option, become the property of Landlord, or Landlord may remove them and
Tenant shall pay to Landlord the reasonable cost of removal. Tenant's obligations under this
Section shall survive the expiration or earlier termination of the Term of this Lease.
10. Repairs and Other Work.
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10.1 Tenant's Obli atg ions. Tenant shall maintain the Premises in good, clean
and sanitary condition and shall make all repairs and replacements as and when necessary to
preserve the Premises in good working order and condition:
10.2 Conditions Applicable to Repairs and Other Work. All repairs,
replacements, and reconstruction (including, without limitation, all Alterations) made by or on
behalf of Tenant shall be made and performed (a) at Tenant's cost and expense and at such time
and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics
reasonably approved by Landlord, (c) at least equal in quality of materials and workmanship to
the original work or installation, (d) in accordance with such reasonable requirements as
Landlord may impose with respect to insurance to be obtained by Tenant in coruiection with the
proposed work, (e) in accordance with the rules and regulations for the Property adopted by
Landlord from time to time, (f) in accordance with all applicable laws and regulations of
governmental authorities having jurisdiction over the Premises, (g) so as not to interfere with the
use and enjoyment of the Building by Landlord, other tenants of the Building or any other
persons, and (h) in compliance with such other requirements as Landlord may reasonably impose
(including without limitation a requirement that Tenant furnish Landlord with as-built drawings
upon completion of the work).
10.3 Landlord's Obli atg ions. Landlord shall be responsible for repair and
maintenance of all structural elements of the Building and the plumbing, mechanical, electrical
and heating, ventilating and air-conditioning systems of the Building, whether or not located in
the Premises, except to the extent such is part of Tenant's Work or any Alterations or is required
as a result of the negligence or misconduct of Tenant, Tenant's contractors, employees or
invitees. Landlord's repair and maintenance obligations shall be carried out in a manner
consistent with other comparable office buildings in the area in which the Building is located.
Landlord shall not be liable for, and there shall be no abatement of Rent with respect to, any
injury to or interference with Tenant's business arising from any repairs, maintenance, alteration
or improvement in or to any portion of the Property, including, without limitation, the Premises,
or in or to the fixtures, appurtenances and equipment therein. However, if Tenant's access to or
use of the Premises is denied by reason of such work, whether or not such denial is attributable
to a Force Majeure Event (as such term is defined in Section 13), Rent will abate until such time
as access to the Premises is restored.
11. Liens. Tenant shall keep the Premises and the Property free from any liens
arising. out of any work performed or material fiunished to or for the Premises by or for Tenant.
If Tenant shall not, within thirty (30) days following notice of the imposition of any such lien,
cause same to be released of record by payment or posting of a bond satisfactory to Landlord,
Landlord, in addition to all other remedies provided under this Lease and bylaw, shall have the
right (but not the obligation) to cause the lien to be released by such means as Landlord shall
deem proper, including, without limitation, payment of the claim giving rise to such lien. All
such sums reasonably paid by Landlord and all expenses incurred by it in connection therewith
shall be considered additional rent and shall be payable by Tenant within ten (10) days after
receipt of written demand..
12. Subordination. Tenant agrees that this Lease shall be subject and subordinate at
all times to (a) all ground leases or underlying leases that may now exist or hereafter be executed
DSC:90t613.3lAME285-141885 - 12 -
affecting the Property or any portion thereof, (b) the lien of any mortgage, deed of trust or other
security instrument that may now exist or hereafter be executed in any amount for which the
Property or any portion thereof, any ground leases or underlying leases, or Landlord's interest or
estate therein is specified as security, and (c) all modifications, renewals, supplements,
consolidations and replacements thereof. If any ground lease or underlying lease terminates for
any reason or any mortgage, deed of trust or other security instrument is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant, notwithstanding any
subordination, shall attorn to and become the tenant of the successor in interest to Landlord at the
option of such successor in interest. The provisions of this Section shall be self operative and no
further instrument shall be required to effect the provisions of this Section. Tenant covenants
and agrees to execute and deliver, within ten (10) days after demand by Landlord and in the form
requested by Landlord, any additional documents evidencing the priority or subordination of this
Lease with respect to any such ground leases, underlying leases, mortgages, deeds of trust, or
other security instruments.
13. Inability to Perform. If, by reason of acts of God, governmental restrictions,
strikes, labor disturbances, shortages. of materials or supplies or any other cause or event beyond
Landlord's reasonable control (collectively, "Force Majeure Events"), Landlord is unable to
furnish or is delayed in furnishing any utility or service required to be furnished by Landlord
under the provisions of this Lease, or is unable to perform or make or is delayed in performing or
making any installations, decorations, repairs, alterations, additions or improvements required to
be performed or made under this Lease, no such inability or delay shall impose any liability upon
Landlord or its agents or provide Tenant with any right to offset, deduction or abatement of rent
by reason of inconvenience or annoyance to Tenant or by reason of injury to or interruption of
Tenant's business, or otherwise, except as expressly provided in Section 10.3.
14. Destruction.
14.1 Repair. Subject to the provisions of Sections 14.3 and 14.4 below, if any
portion of the Building is damaged by fire, earthquake, flood or other casualty (the "Damaged
Property") to the extent that such damage renders a portion of the Premises untenantable by
Tenant and the damage may, in Landlord's reasonable opinion, be repaired within nine (9)
months after the date of damage (under a normal construction schedule not requiring the
payment of overtime or premium), Landlord shall proceed immediately to make such repairs in
accordance with Section 14.4. Landlord's opinion shall be delivered to Tenant within sixty (60)
days after the date of the event causing such damage. Landlord shall consider and include as part
of its evaluation, the period of time necessary to obtain the required approvals of any secured
lender and insurer and governmental entities, to order and obtain materials, and to engage
contractors.
14.2 Tenant's Ri>;llt to Terminate. If such damage causes all or any material
portion of the Premises to be untenantable by Tenant and, in Landlord's reasonable opinion, such
damage cannot be repaired within nine (9) months after the date of the event causing such
damage (under a normal construction schedule not requiring the payment of overtime or
premium) or, if commenced, such repairs are not completed within nine (9) months after the date
of the event causing such damage, Tenant may terminate this Lease by delivery of written notice
to Landlord within, as applicable, (i) thirty (30) days after the date on which Landlord's opinion
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is delivered to Tenant or (ii) eleven (11) months after the date of the event causing such damage
if by such date the repairs are not substantially completed. Upon termination, Rent shall be
apportioned as of the date of the damage and, provided Tenant is not in default, all prepaid Rent
shall be repaid to Tenant.
14.3 Landlord's Right to Terminate. If (i) the uninsured portion of any damage
to or destruction of the Property equals or exceeds ten percent (10%) of the replacement cost of
the Building; or (ii) the Term will expire within one (1) year from the date of any material
damage to or destruction of the Premises and Tenant fails to extend the term in accordance with
any right expressly granted in this Lease within thirty (30) days after the date of the event
causing such damage; or (iii) if the Premises or any other portion of the Property is damaged by
fire, earthquake, flood or other casualty and such damage cannot, in Landlord's reasonable
opinion, be repaired within nine (9) months after the date of the event causing such damage
(under a normal construction schedule not requiring the payment of overtime or premium); or
(iv) if any lender holding a mortgage or deed of trust encumbering the Building requires that
insurance proceeds be applied toward the repayment of debt; or (v) if any material, uninsured
loss shall occur, Landlord may terminate this Lease by delivery of written notice to Tenant
within forty-five. (45) days after the date of the event causing such damage. Upon termination,
Rent shall be apportioned as of the date of the damage and, provided Tenant is not in default, all
prepaid Rent shall be repaid to Tenant.
14.4 Extent of Reuair Obligations. If this Lease is not terminated, Landlord's
repair obligation shall extend to the structure of the Building and all improvements (except those
constructed or installed by Tenant, if any) in the Premises at the date possession of the Premises
was delivered to Tenant, and Tenant shall repair all other portions of the Premises (including,
without limitation, Alterations and Tenant Owned Property). All such repairs shall be performed
in a good and workmanlike manner, with due diligence, and shall restore the items repaired to
substantially the same usefulness and construction as existed immediately before the damage.
All work by Tenant shall be performed in accordance with the requirements of Section 10.2
above. Notwithstanding anything to the contrary in this Lease, Landlord shall not be obligated to
expend on such repairs more than the amount of insurance proceeds actually received by
Landlord on account of the damage; provided, however, that Landlord shall complete all such
repairs if Tenant pays to Landlord in advance the difference between the cost of such repairs and
the amount of insurance proceeds received by Landlord on account of the damage. In the event
of any ternnation of this Lease, the proceeds from any insurance paid by reason of damage to or
destruction of the Property or any portion thereof, or any other element, component or property
insured by Landlord, shall belong to and be paid to Landlord.
14.5 Adjustment of Rent. If a casualty renders all or part of the Premises
untenantable, Rent shall proportionately abate commencing on the date of the casualty and
ending when the Premises are delivered to Tenant with Landlord's restoration obligation
substantially complete. The extent of the abatement shall be based upon the portion of the
Premises rendered untenantable, inaccessible or unfit for use in a reasonable business manner for
the purposes stated in this Lease.
14.6 Mutual Waiver of Subrosation. Notwithstanding anything to the contrary
in this Lease, Landlord and Tenant mutually waive their respective rights of recovery against
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each other and each other's officers, directors, constituent partners, agents and employees, and
Tenant waives such rights against each lessor under any ground or underlying lease and each
lender under any mortgage or deed of trust or other lien encumbering the Property or any portion
thereof or interest therein, to the extent any loss is or would be covered by fire, extended
coverage, and other property insurance policies required to be carried under this Lease or
otherwise carried by the waiving party, and the rights of the insurance carriers of such policy or
policies to be subrogated to the rights of the insured under the applicable policy. Each party
shall cause its insurance policy to be endorsed to evidence compliance with such waiver.
15. Insurance.
15.1 Insurance on Tenant's Property. Tenant shall procure at its cost and
expense and keep in effect during the Term insurance coverage for all risks of physical loss or
damage insuring the full replacement value of Alterations, Tenant's trade fixtures, furnishings,
equipment, plate glass, signs and all other items of personal property of Tenant.
15.2 _Tenant's Liability Insurance. Tenant shall procure at its cost and expense
and maintain throughout the Term comprehensive commercial general liability insurance
applicable to the Premises with a minimum combined single limit of liability of Two Million
Dollars ($2,000,000), statutory worker's compensation insurance, and employer's liability
insurance with a Five Hundred Thousand Dollar ($500,000) minimum limit covering all of
Tenant's employees. Such liability insurance shall include, without limitation, products and
completed operations liability insurance, fire and legal liability insurance, contractual liability
insurance applicable to all of Tenant's indemnity obligations under this Lease, and such other
coverage as Landlord may reasonably require from time to time. At Landlord's request Tenant
shall increase such insurance coverage to a level that is reasonably required by Landlord.
15.3 Form of Policies. Tenant's insurance shall be issued by companies
authorized to do business in the State in which the Building is located. Tenant shall have the
right to provide insurance .coverage pursuant to blanket policies obtained by Tenant if the blanket
policies expressly afford coverage required by this Article 15. All insurance policies required to
be carried by Tenant under this Lease (except for workers compensation insurance) shall (i)
name Landlord, and any other parties designated by Landlord as additional insureds, (ii) as to
liability coverages, be written on an occurrence basis, (iii) provide that Landlord shall receive
thirty (30) days' notice from the insurer before any cancellation or change in coverage, and (iv)
contain a provision that no act or omission of Tenant shall affect or limit the obligation of the
insurer to pay the amount of any loss sustained. Each such policy shall contain a provision that
such policy and the coverage evidenced thereby shall be primary and non-contributing with
respect to any policies carried by Landlord. Tenant shall deliver reasonably satisfactory
evidence of such insurance to Landlord on or before the Commencement Date, and thereafter at
least thirty (30) days before the expiration dates of expiring policies. At Landlord's request,
Tenant shall deliver to Landlord copies of such policies. Notwithstanding the foregoing, if any
such insurance expires without having been renewed by Tenant, Landlord shall have the option
in addition to Landlord's other remedies to procure such insurance for the account o.f Tenant
immediately and without notice to Tenant, and the cost thereof shall be paid to Landlord as
Additional Rent. The limits of the insurance required under this Lease shall not limit the liability
of Tenant.
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15.4 Compliance with Insurance Requirements. Tenant shall not do anything,
or suffer or permit anything to be done, in or about the Premises that shall invalidate or be in
conflict with the provisions of any fire or other insurance policies covering the Building. Tenant,
at Tenant's expense, shall comply with, and shall cause all occupants of the Premises to comply
with, all applicable customary rules, orders, regulations or requirements of any board of fire
underwriters or other similar body.
15.5 Landlord's Insurance. Landlord will purchase and maintain a standard
policy of "all risk" insurance with customary exclusions covering the Building with
commercially reasonable limits selected by Landlord, but in all events with limits sufficient to
prevent Landlord from being deemed a co-insurer under such insurance. Landlord will purchase
and maintain broad form commercial general liability insurance with a minimum combined
single limit of liability of at least Two Million Dollars ($2,000,000), as well as insurance against
rental loss at the Building for a period of not less than six (6) months, in each case written by
companies authorized to do business in the State in which the Building is located.
15.6 Assumption of Risk. Landlord shall not be liable for any damage or
damages of any nature whatsoever to persons or property caused by explosion, fire, theft or
breakage, vandalism, falling plaster, by sprinkler, drainage or plumbing systems, or air
conditioning equipment, by the interruption of any public utility or service, by steam, gas,
electricity, water, rain or other substances leaking, issuing or flowing into any part of the
Premises, by natural occurrence, acts of the public enemy, riot, strike, insurrection, war, court
order, requisition or order of governmental body or authority, or by anything done or omitted to
be done by any tenant, occupant or person in the Building, it being agreed that Tenant shall be
responsible for obtaining appropriate insurance to protect its interests.
16. Eminent Domain.
16.1 Effect of Taking. If all of the Premises is condemned or taken in any
permanent manner before or during the Term for any public or quasi-public.use, or any
permanent transfer of the Premises is made in avoidance of an exercise of the power of eminent
domain (each of which events shall be referred to as a "taking"), this Lease shall automatically
terminate as of the date of the vesting of title as a result of such taking. If a part of the Premises
is so taken, this Lease shall automatically terminate as to the portion of the Premises so taken as
of the date of the vesting of title as a result of such taking. If such portion of the Property is
taken as to render the Building incapable of economically feasible operation as reasonably
determined by Landlord, this Lease maybe terminated by Landlord, as of the date of the vesting
of title as a result of such taking, by written notice to Tenant given within sixty (60) days
following notice to Landlord of the date on which said vesting will occur. If this Lease is not
terminated as a result of any taking, Landlord shall restore the Building to an architecturally
whole unit; provided, however, that Landlord shall not be obligated to expend on such
restoration more than the amount of condemnation proceeds actually received by Landlord.
16.2 Award. Landlord shall be entitled to the entire award for any taking,
including, without limitation, any award made for the value of the leasehold estate created by
this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby
assigns to Landlord any award that maybe made in any taking, together with any and all rights
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of Tenant now or hereafter arising in or to such award or any part thereof; provided, however,
that nothing contained herein shall be deemed to give Landlord any interest in or to require
Tenant to assign to Landlord any separate award made to Tenant for its relocation expenses, the
taking of personal property and fixtures belonging to Tenant, the unamortized value of
improvements made or paid for by Tenant or the interruption of or damage to Tenant's business.
16.3 Adjustment of Rent. In the event of a partial taking that does not result in
a termination of this Lease as. to the entire Premises, Base Rent and Additional Rent shall be
equitably adjusted in relation to the portions of the Premises and Building taken or rendered
untenantable by such taking.
16.4 Temnorarv Taking. If all or any portion of the Premises is taken for a
limited period of time before or during the Term, this Lease shall remain in full force and effect;
provided, however, that Rent shall abate during such limited period in proportion to the portion
of the Premises taken by such taking. Landlord shall be entitled to receive the entire award made
in connection with any such temporary taking. Any temporary taking of all or a portion of the
Premises which continues for twelve (12) months shall be deemed a permanent taking of the
Premises or such portion.
17. Assignment• Subleasin>;.
17.1 Consent Required. Neither Tenant nor any sublessee or assignee of
Tenant, directly or indirectly, voluntarily or by operation of law, shall sell, assign, encumber,
pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold
estate hereunder (each such act is referred to as an "Assignment"), or sublet the Premises or any
portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act
is referred to as a "Sublease"), without Landlord's prior written consent in each instance, which
consent shall not be unreasonably withheld. Notwithstanding the foregoing, Landlord's consent
shall not be required in connection with any proposed Sublease or Assignment to an Affiliate of
Tenant's. An "Affiliate" of Tenant's shall refer to an entity which (i) owns or controls Tenant or
(ii) is owned by or controlled by Tenant. Any Assignment or Sublease that is not in compliance
with this Article 17 shall be void and, at the option of Landlord, shall constitute a material
default by Tenant under this Lease. The acceptance of Rent by Landlord from a proposed
assignee, sublessee or occupant of the Premises shall not constitute consent to such Assignment
or Sublease by Landlord. Fifty percent (50%) of the Excess Assignment Consideration which is
attributable to this Lease in connection with any Assignment, and fifty percent (50%) of the
Excess Sublease Consideration, shall be payable to Landlord as Additional Rent. The right to
such amounts is expressly reserved from the grant of Tenant's leasehold estate for the benefit of
Landlord. Tenant shall use reasonable, diligent efforts to collect all such amounts. Landlord
shall have the right from time to time, upon reasonable advance notice, to review Tenant's
records relating to any such amounts payable to or received by Tenant.
17.2 Notice. Any request by Tenant for Landlord's consent to a specific
Assignment or Sublease shall include (a) the name of the proposed assignee, sublessee or
occupant, (b) the nature of the proposed assignee's sublessee's or occupant's business to be
carried on in the Premises, (c) a copy of the proposed Assignment or Sublease, and (d) such
financial information (in the event of an Assignment) and such other information as Landlord
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may reasonably request concerning the proposed assignee, sublessee or occupant or its business.
Landlord shall respond in writing, stating the reasons for any disapproval, within fifteen (15)
business days after receipt of all information reasonably necessary to evaluate the proposed
Assignment or Sublease.
17.3 No Release. No consent by Landlord to any Assignment or Sublease by
Tenant, and no specification in this Lease of a right of Tenant's to make any Assignment or
Sublease, shall relieve Tenant of any obligation to be performed by Tenant under this Lease,
whether arising before or after (a) the Assignment or Sublease or (b) any extension of the Term
(pursuant to exercise of an option granted in this Lease). The consent by Landlord to any
Assignment or Sublease shall not relieve Tenant or any successor of Tenant from the obligation
to obtain Landlord's express written consent to any other Assignment or Sublease.
17.4 Cost of Processing~Reauest. Tenant shall pay to Landlord the reasonable
amount of Landlord's cost of processing every proposed Assignment or Sublease, including
without limitation reasonable legal review fees and expenses, together with the reasonable
amount of all direct and indirect expenses incurred by Landlord arising from any assignee, .
occupant or sublessee taking occupancy (including, without limitation, freight elevator operation
for moving of furnishings and trade fixtures, security service, janitorial and cleaning service, and
rubbish removal service). As long as Landlord's legal review is cursory, such legal review fees
will not exceed $1,000. Otherwise, there shall be no cap on the amount of such legal review
fees.
17.5 Cornorate or Partnership Transfers. Any sale or other transfer, including
without limitation by consolidation, merger or reorganization, of a majority of the voting stock of
Tenant or any beneficial interest therein, if Tenant is a corporation, or any sale or other transfer
of a majority of the general partnership or membership interests in Tenant or any beneficial
interest therein, if Tenant is a partnership or limited liability company, shall be an Assignment
for purposes of this Lease. The provisions of this Section 17.5 shall not apply at any time the
stock of Tenant is traded on a national exchange. Notwithstanding anything contained in this
Section 17.5, Landlord's consent to an Assignment under this Section 17.5 shall not be withheld
provided the entity which shall constitute the "Tenant" following completion of the event giving
rise to such Assignment shall have a net worth which is not less than that of the Tenant
hereunder immediately prior to the completion of the event giving rise to such Assignment.
17.6 Assumption of Obli atyL ions. Each assignee or other transferee of Tenant's
interest under this Lease, other than Landlord, shall assume all obligations of Tenant under this
Lease and shall be and remain liable jointly and severally with Tenant. for the payment of Base
Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and
agreements contained in this Lease which are to be performed by Tenant. Each sublessee of all
or any portion of the Premises shall agree in writing for the benefit of Landlord (a) to comply
with and agree to the provisions of this Lease, and (b) that such sublease (and all further
subleases of any portion of the Premises) shall terminate upon any termination of this Lease,
regardless of whether or not such termination is voluntary. No Assignment or Sublease shall be
valid or effective unless the assignee or sublessee or Tenant shall deliver to Landlord afully-
executed counterpart of the Assignment or Sublease and an instrument that contains a covenant
of assumption by the assignee or agreement of the sublessee, reasonably satisfactory in substance
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and form to Landlord, consistent with the requirements of this Section 17.6. The failure or
refusal of the assignee to execute such instrument of assumption or of the sublessee to execute
the agreement described above shall not release or discharge the assignee or sublessee from its
obligations that would have been contained in such instrument or agreement, all of which
obligations shall run automatically to such assignee or sublessee.
17.7 Limitation. Notwithstanding anything contained in this Lease, no
proposed Assignment or Sublease shall provide for a rental or other payment for the leasing, use,
occupancy or utilization of all or any portion of the Premises based, in whole or in part, on the
income or profits derived by any person from the property so leased, used, occupied or utilized
other than an amount based on a fixed percentage or percentages of gross receipts or sales. No
proposed Assignment of this Lease or Sublease of the Premises shall, in the sole opinion of
Landlord, (a) cause a violation of the Employee Retirement Income Security Act of 1974 or the
regulations promulgated thereunder, as amended from time to time, by such proposed assignee or
subtenant, by Landlord, or by any person which, directly or indirectly, controls, is controlled by,
or is under common control with, Landlord or any person who controls Landlord or (b) result in
Landlord, or any person which, directly or indirectly, controls Landlord, receiving "unrelated
business taxable income" as defined in the Internal Revenue Code, as amended.
18. Utilities and Services.
18.1 Landlord to Furnish. Landlord shall furnish during the Term, (a) heating,
ventilation and air conditioning to the Premises during Ordinary Business Hours at such
temperatures and in such amounts as are reasonably considered by Landlord to be standard for
comparable buildings of similar class, size, age and location, (b) automatic elevator service to the
floor or floors where the Premises are located at all times, (c) subject to the requirements of
applicable law or governmental requirements, electric power as required by Landlord's Work, (d)
water for lavatory use and (e) janitorial service in accordance with the Specifications for
Cleaning and Janitorial Services annexed to this Lease as Exhibit D.
18.2 Excess Usage. Whenever heat generating machines or equipment or
lighting other than those indicated on plans or specifications approved as part of Landlord's
Work are used in the Premises by Tenant which adversely affect the temperature otherwise
maintained by the Building's HVAC system, Landlord shall have the right to install
supplementary HVAC facilities in the Premises or otherwise modify the HVAC system serving
the Premises. Tenant shall pay to Landlord, within ten (10) days after receipt of Landlord's
invoice, all costs for additional facilities and modifications which maybe installed by Landlord
under this Section 18.2 (including without limitation the costs of labor, materials, equipment,
supervision and management fee). Tenant shall pay the cost of providing all heating or cooling
energy to the Premises during hours other than Ordinary Business Hours at Landlord's then
prevailing rates. As of the date of this Lease, the current prevailing rate for providing heating
and cooling during other than Ordinary Business Hours is $75 per hour.
19. Default.
19.1 Events of Default by Tenant. Except as otherwise provided in this Lease,
the failure to perform or honor any covenant, condition or other obligation of Tenant or the
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failure of any representation made by Tenant under this Lease shall constitute a default by
Tenant upon expiration of the applicable grace period, if any. Abandonment of the Premises by
Tenant shall not constitute a default by Tenant under this Lease. Tenant shall have a period of
ten (10) days from the date of written notice from Landlord within which to cure any default in
the payment of Rent. Except as otherwise provided in Article 20, Tenant shall have a period of
thirty (30) days from the date of written notice from Landlord within which to cure any other
default under this Lease; provided, however, that with respect to any default (other than a default
which can be cured by the payment of money) that cannot reasonably be cured within thirty (30)
days, the default shall not be deemed to be uncured if Tenant commences to cure within thirty
(30) days from Landlord's notice, continues to prosecute diligently the curing of such default and
actually cures. such default within sixty (60) days after Landlord's notice. Notwithstanding
anything contained in this Section 19.1, Landlord shall not be obligated to provide Tenant with
notice of substantially similar defaults more than two (2) times in any twelve (12) month period.
19.2 Remedies. Upon the occurrence of a default by Tenant that is not cured
by Tenant within the applicable grace periods specified in Section 19.1, Landlord shall have all
of the following rights and remedies in addition to all other rights and remedies available to
Landlord at law or inequity:
19.2.1 The right to terminate Tenant's right to possession of the Premises
and to recover (i) all Rent which shall have accrued through the date of termination; plus (ii) any
other amount necessary to compensate Landlord for all the damages caused by Tenant's failure to
perform its obligations under this Lease (including, without limitation, reasonable attorneys' and
accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees incurred
upon any reletting of the Premises).
19.2.2 The right to recover (i) all Rent which shall accrue and remain
unpaid; plus (ii) the amount by which the unpaid Rent for the balance of the Term, discounted to
present value at the Prime Rate then in effect, shall exceed the then fair rental value of the
Premises for the balance of the Term, similarly discounted, plus (iii) any other amount necessary
to compensate Landlord for all the damages caused by Tenant's failure to perform its obligations
under this Lease (including, without limitation, reasonable attomeys' and accountants' fees, costs.
of alterations of the Premises, interest costs and brokers' fees incurred upon any reletting of the
Premises).
19.2.3 The right to continue the Lease'in effect after Tenant's breach and
abandonment and recover Rent as it becomes due. Acts of maintenance or preservation, efforts
to relet the Premises or the appointment of a receiver upon Landlord's initiative to protect its
interest under this Lease shall not of themselves constitute a termination of Tenant's right to
possession.
19.2.4 The right and power to enter the Premises and remove therefrom
all persons and property, to store such property in a public warehouse or elsewhere at the cost of
and for the account of Tenant, and to sell such property and apply the proceeds therefrom
pursuant to applicable law. In such event, Landlord may from time to time sublet the Premises
or any part thereof for such term or terms (which may extend beyond the Term) and at such rent
and such other terms as Landlord in its sole discretion may deem advisable, with the right to
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make alterations and repairs to the Premises. Upon each such subletting, rents received from
such subletting shall be applied by Landlord, first, to payment of any costs of such subletting
(including, without limitation, reasonable attorneys' and accountants' fees, costs of alterations of
the Premises, interest costs, and larokers' fees) and of any such alterations and repairs; second, to
payment of Base Rent and Additional Rent due and unpaid hereunder; and the residue, if any,
shall be held by Landlord and applied in payment of future Base Rent and Additional Rent as
they become due. If any rental or other charges due under such sublease shall not be promptly
paid to Landlord by the sublessees, or if such rentals received from such subletting during any
month are less than Base Rent and Additional Rent to be paid during that month by Tenant,
Tenant shall pay any such deficiency to Landlord the costs of such subletting (including, without
limitation, attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and
brokers' fees), and any other amounts due Landlord under this Section 19.2. Such deficiency
shall be calculated and paid monthly. For all purposes set forth in this Section 19.2.3, Landlord
is irrevocably appointed attorney-in-fact for Tenant, with power of substitution. No taking
possession of the Premises by Landlord shall be construed as an election on its part to terminate
this Lease unless a written notice of such intention is given to Tenant. Landlord's subletting the
Premises without termination shall not constitute a waiver of Landlord's right to elect to
terminate this Lease for such previous breach.
19.2.5 The right to have a receiver appointed for Tenant, upon application
by Landlord, to take possession of the Premises, to apply any rental collected from the Premises
and to exercise all other rights and remedies granted to Landlord pursuant to this Article.
19.2.6 The right to specific performance of any or all of Tenant's
obligations under, and to damages for delay in or failure of such performance.
19.3 Remedies Cumulative. The exercise of any remedy provided by law or
the provisions of this Lease shall not exclude any other remedies unless they are expressly
excluded by this Lease. Tenant hereby waives any right of redemption or relief from forfeiture
following termination of, or exercise of any remedy by Landlord with respect to, this Lease.
19.4 .Events of Default by Landlord. The failure by Landlord to observe or
perform any of the covenants, conditions, or provisions of this Lease to be observed or
performed by Landlord, where such failure shall continue for a period of thirty (30) days after
written notice thereof by Tenant to Landlord, shall be deemed to be a default by Landlord under
this Lease; provided, however, that if the nature of Landlord's default is such that more than
thirty (30) days are reasonably required for its cure, then Landlord shall not be deemed to be in
default if Landlord commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion, provided that the default shall actually be cured
within ninety (90) days after notice.
19.5 Limitation of Landlord's Liability. None of Landlord's covenants,
undertakings or agreements under this Lease is made or intended as personal covenants,
undertakings or agreements by Landlord, or by any of Landlord's shazeholders, directors,
officers, trustees or constituent partners. All liability for damage or breach or nonperformance
by Landlord shall be collectible only out of Landlord's interest from time to time in the Property,
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and no personal liability is assumed by nor at any time maybe asserted against Landlord or any
of Landlord's shareholders, directors, officers, trustees or constituent partners.
19.6 Transfer of Landlord's Interest. Upon the sale or other conveyance or
transfer of Landlord's interest in the Property, the transferor shall be relieved of all covenants and
obligations of Landlord arising under this Lease from and after the closing of such sale,
conveyance or transfer.
20. Insolvency or Bankruptcy. The occurrence of any of the following shall, at
Landlord's option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver
to take possession of all or substantially all of the assets of Tenant or the Premises, {ii) an
assignment by Tenant for the benefit of creditors, (iii) any action taken or suffered by Tenant
under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or
statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary
petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors,
which involuntary petition remains undischarged for a period of thirty (30) days, (v) the
attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the
Premises, if such attachment or other seizure remains undismissed or undischarged for a period
often (10) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to
pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing
timely to contest a material allegation of a petition filed against Tenant in any proceeding
seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of
Tenant or similar relief, (viii) if within thirty (30) days after the commencement of any
proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute, law or regulation,
such proceeding shall not have been dismissed, or (ix) the occurrence of any of the foregoing on
the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter,
Landlord may elect to exercise any of its remedies under Article 19 above or any other remedy
available at law or in equity. In no event shall this Lease be assigned or assignable by operation
of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall
this Lease or any rights or privileges under this Lease be an asset of Tenant under any
bankruptcy, insolvency or reorganization proceedings. If, upon the occurrence of any of the
events enumerated above, under applicable law Tenant or the trustee in bankruptcy has the right
to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant
or such trustee, in such time period as maybe permitted by the bankruptcy court having
jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the
affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary
to ensure Landlord of the continued performance of Tenant's obligations under this Lease.
Notwithstanding. the provisions of Section 19.1, there shall be no cure periods for any breach or
default under this Article 20 except as expressly provided in this Article 20.
21. Fees and Expenses• Indemnity; Payment.
21.1 Landlord's Right to Remedy Defaults. If Tenant shall default in the
performance of any of its obligations under this Lease after notice and expiration of the
applicable cure period, Landlord, at any time thereafter and without additional notice, may
remedy such default for Tenant's account and at Tenant's expense, without waiving any other
DSC:901613.3/AMEZ85-141885 - 22 -
rights or remedies of Landlord with respect to such default. Notwithstanding the foregoing,
Landlord shall have the right to cure an~ failure by Tenant to perform any of its obligations
under this Lease without notice to Tenant if such failure results in an immediate threat to life or
safety of any person, or impairs the Building or its efficient operation. Notwithstanding anything
contained in this Lease, Landlord shall not be liable for, and there shall be no abatement of Rent
with respect to, any injury to or interference with Tenant's business arising from the exercise by
Landlord of its rights under this Section 21.1.
21.2 Indemni .Tenant shall indemnify, defend and hold Landlord harmless
from and against any and all claims, losses, costs, liabilities, damages and expenses including,
without limitation, penalties, fines and reasonable attorneys' fees, to the extent incurred in
connection with or arising from (a) any default by Tenant in the performance of its obligations
under this Lease, or the failure of any representation made by Tenant in this Lease, (b) the use or
occupancy or manner of use or occupancy of the Premises by Tenant or any person occupying
the Premises, (c) any occurrence on the Premises from any cause whatsoever, except to the
extent caused by the gross negligence or willful misconduct of Landlord. Landlord shall
indemnify, defend and hold Tenant harmless from and against all claims, losses, costs, liabilities,
damages and expenses including, without limitation, penalties, fines and reasonable attorneys'
fees, to the extent incurred in connection with or arising from any occurrence on the Premises
arising from the gross negligence or willful misconduct of Landlord. In no event will either
party be liable to the other under this Lease or otherwise for consequential damages.
21.3 Interest on Past Due Obli ations. Unless otherwise specifically provided
herein, any amount due from Tenant to Landlord under this Lease which is not paid within ten
(10) days after written notice from Landlord shall bear interest from the due date until paid at the
Lease Interest Rate.
22. Access to Premises. Landlord reserves for itself and its agents, employees and
independent contractors the right to enter the Premises upon at least twenty-four (24) hours
notice to inspect the Premises, to supply any service to be provided by Landlord to Tenant, to
show the Premises to prospective purchasers, mortgagees, beneficiaries or tenants, to post
notices of nonresponsibility, to determine whether Tenant is complying with its obligations
under this Lease, and to alter, improve or repair the Premises or any other portion of the
Building. Landlord's right to enter the Premises shall include the right to grant access to the
Premises to governmental or utility employees. Landlord may erect, use and maintain
scaffolding, pipes, conduits and other necessary structures in and through the Premises or any
other portion of the Building where reasonably required by the character of the work to be
performed in making repairs or improvements, provided that the entrance to the Premises shall
not be blocked thereby, and that there is no unreasonable interference with the business of
Tenant. In the event of an .emergency, Landlord shall have the right to enter the Premises at any
time without notice. Except to the extent caused by Landlord's gross negligence or willful
misconduct, Tenant waives any claim for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises,
any right to abatement of Rent except to the extent the Premises is thereby rendered untenantable
for the Permitted Use, or any other loss occasioned by Landlord's exercise of any of its rights
under this Article 22. Any entry to the Premises or portions thereof obtained by Landlord in
accordance with this Article 22 shall not be construed or deemed to be a forcible or unlawful
DSC:901613.3/AME285-141885 - 23 -
entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from
the Premises or any portion thereof. Landlord shall perform any work pursuant to this Section
22 in a manner designed to cause as little interference with Tenant's use of the Premises as is
reasonably practical; provided, however, that Landlord shall not be obligated to perform work
during other than normal business hours. To the extent reasonably practicable, any entry shall
occur during normal business hours.
23. Notices. Except as otherwise expressly provided in this Lease, any payment
required to be made and any bills, statements, notices, demands, requests or other
communications given or required to be given under this Lease shall be effective only if rendered
or given in writing, sent by personal delivery or registered or certified mail, return receipt
requested, or by overnight courier service, addressed (a) to Tenant at'Tenant's Address, (b) to
Landlord at Landlord's Address, or (c) to such other address as either Landlord or Tenant may
designate as its new address for such purpose by notice given to the other in accordance with the
provisions of this Section 23. Any such bill, statement, notice, demand, request or other
communication shall be deemed to have been rendered or given on the date of receipt or refusal
to accept delivery.
24. No Waiver. Neither this Lease nor any term or provision of this Lease maybe
waived, and no breach thereof shall be waived, except by a written instrument signed by the
party against which the enforcement of the waiver is sought. No failure by Landlord to insist
upon the strict performance of any obligation of Tenant under this Lease or to exercise any right,
power or remedy consequent upon a breach thereof, no acceptance of full or partial Base Rent or
Additional Rent during the continuance of any such breach, no course of conduct between
Landlord and Tenant, and no acceptance of the keys or to possession of the Premises before the
termination of the Term by Landlord or any employee of Landlord shall constitute a waiver of
any such breach or a waiver or modification of any term, covenant or condition of this Lease or
operate as a surrender of this Lease. No waiver of any breach shall affect or alter this Lease, but
each.and every term, covenant and condition of this Lease shall continue in full force and effect
with respect to any other then-existing or subsequent breach thereof. No payment by Tenant or
receipt by Landlord of a lesser amount than the aggregate of all Base Rent and Additional Rent
then due under this Lease shall be deemed to be other than on account of the first items of such
Base Rent and Additional Rent then accruing or becoming due, unless Landlord elects otherwise.
No endorsement or statement on any check and no letter accompanying any check or other
payment of Base Rent or Additional Rent in any such lesser amount and no acceptance by
Landlord of any such check or other payment shall constitute an accord and satisfaction.
Landlord may accept such check or payment without prejudice to Landlord's right to recover the
balance of such Base Rent or Additional Rent or to pursue any other legal remedy.
25. Tenant's Certificates. Tenant, at any time and from time to time, within ten (10)
days. after written request, shall execute, acknowledge and deliver to Landlord, addressed (at
Landlord's request) to Landlord and any prospective purchaser, ground or underlying lessor or
mortgagee or beneficiary of any part of the Property, an estoppel certificate in form and
substance reasonably designated by Landlord. It is intended that any such certificate maybe
relied upon by Landlord and any prospective purchaser, ground or underlying lessor or
mortgagee or beneficiary of all or any part of the Property. ~ .
DSC:901613.3/AME285-141885 - 24 -
26. Rules and Regulations. Tenant shall before and during the Term faithfully
observe and comply-with the rules and regulations from time to time put into effect by Landlord
(the "Rules and Regulations"). Landlord shall not be responsible for the nonperformance by any
other tenant or occupant of the Building of any of such rules and regulations. In the event of any
conflict between any such Rule or Regulation and this Lease, this Lease shall govern.
27. Tenant's Taxes. In .addition to all other sums to be paid by Tenant under this
Lease, Tenant shall pay, before delinquency, any and all taxes levied or assessed during the
Term, whether or not now customary or within the contemplation of the parties, (a) upon,
measured by or reasonably attributable to Tenant's improvements, equipment, furniture, fixtures
and other personal property located in the Premises, (b) upon or measured by Base Rent or
Additional Rent, or both, payable under this Lease, including without limitation any gross
income tax or excise tax levied by any governmental body having jurisdiction with respect to the
receipt of such rental; (c) upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion
thereof; or (d) upon this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises. Tenant shall reimburse Landlord upon
demand for any and all such taxes paid or payable by Landlord (other than state and federal
personal or corporate income taxes measured by the net income of Landlord from all sources).
Notwithstanding anything to the contrary in this Section 27, Tenant shall have the right to contest
any taxes payable by Tenant under this Section provided that Tenant, at its sole cost and expense,
diligently undertakes and pursues any such contest in appropriate proceedings, indemnifies
Landlord against and holds Landlord harmless from all loss or damages that Landlord shall
suffer by reason of such contest, and does not permit any lien to be placed on the Building or any
part thereof or interest therein.
28. Tenant's Competitors. Unless otherwise prohibited by applicable law, after the
date of this Lease Landlord will not enter into a new lease for space within the Building to any
competitor of Tenant. The term "competitor of Tenant" shall refer to an entity whose principal
use of space within the Building will be to conduct a residential mortgage loan business.
Landlord's agreement under this Section 28 will not apply to any lease for space in the Building
in existence on the date hereof, as any such lease maybe modified or amended from time to
time, or to any sublease which may be permissible under the terms of any such lease, as any such.
lease maybe modified or amended from time to time. Notwithstanding anything contained in
this Lease, the rights granted to Tenant under this Section 28 are intended to be personal to Old
Cornerstone Financial, LLC, and if Tenant assigns its interest in this Lease or sublets more than
fifty percent (50%) of the rentable square feet of the Premises, or if Tenant vacates more than
fifty percent (50%) of the rentable square feet of the Premises, then the rights of Tenant under
this Section 28 shall automatically terminate.
29. Miscellaneous.
29.1 Financial Statements. Upon Landlord's written request from time to time
(not more frequently than once per year), Tenant shall promptly furnish Landlord with certified
financial statements reflecting Tenant's then-current financial condition, in such form and detail
as Landlord may reasonably request; provided, however, that so long as the stock of Tenant is
DSC:901613.3/AMEZ85-141885 - 25
traded on a national exchange, Tenant. may furnish an annual report instead of financial
statements.
29.2 References. All personal pronouns used in this Lease, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the singular shall include
the plural, and vice versa. The use herein of the word "including" or "include" when following
any general statement, term or matter shall not be construed to limit such statement, term or
matter to the specific items or matters set forth immediately following such word or to similar
items or matters, whether or not non-limiting language (such as "without limitation", or "but not
limited to," or words of similar import} is used with reference thereto. All references to
"mortgage" and "mortgagee" shall include deeds of trust and beneficiaries under deeds of trust,
respectively. All Exhibits-and Riders referenced and attached to this' Lease are incorporated in
this Lease by this reference. The captions preceding the Sections and Articles of this Lease have
been inserted solely as a matter of convenience, and such captions in no way define or limit the
scope or intent of any provision of this Lease.
29.3 Successors and Assigns. The terms, covenants and conditions contained
in this Lease shall bind and inure to the benefit of Landlord and Tenant and, except as otherwise
provided herein, their respective personal representatives and successors and assigns; provided,
however, that upon the sale, assignment or transfer by Landlord (or by any subsequent Landlord)
of its interest in the Building as owner or lessee, including, without limitation, any transfer upon
or in lieu of foreclosure or by operation of law, Landlord (or subsequent Landlord) shall be
relieved from all subsequent obligations or liabilities under this Lease, and all obligations
subsequent to such sale, assignment or transfer (but not any obligations or liabilities that have
accrued prior to the date of such sale, assignment or transfer) shall be binding upon the grantee,
assignee or other transferee of such interest. Any such grantee, assignee or transferee, by
accepting such interest, shall be deemed to have assumed such subsequent obligations and
liabilities.
29.4 Severability. If any provision of this Lease or the application thereof to
any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such provision to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each provision of this
Lease shall remain in effect and shall be enforceable to the full extent permitted by law.
29.5 Construction. This Lease shall be governed by and construed in
accordance with the laws of the State in which the Building is located, without regard for such
State's choice of law requirements.
29.6 Inte a~ tion. The terms of this Lease (including, without limitation, the
Exhibits and Riders to this Lease) are intended by the parties as a final expression of their
agreement with respect to such terms as are included in this Lease and may not be contradicted
by evidence of any prior or contemporaneous agreement, arrangement, understanding or
negotiation (whether oral or written}. The parties further intend that this Lease constitutes the
complete and exclusive statement of its terms, and no extrinsic evidence whatsoever may be
introduced in any judicial proceeding involving this Lease. Neither Landlord nor Landlord's
agents have made any representations or warranties with respect to the Premises, the Building,
DSC:901613.3/AME28S-141885 - 26 -
the Properly or this Lease except as expressly set forth herein. The language in all parts of this
Lease shall in all cases .be construed as a whole and in accordance with its fair meaning and not
construed for or against any party by reason of such party having drafted such language.
29.7 Surrender. Upon the expiration or sooner termination of the Term, Tenant
will quietly and peacefully surrender to Landlord the Premises in the condition in which they aze
required to be kept as provided in this Lease, ordinary wear and tear excepted. Upon expiration
or earlier termination of this Lease, Tenant shall, immediately upon request of Landlord, execute,
acknowledge and deliver to Landlord a recordable deed quitclaiming to Landlord any interest of
Tenant in the Premises, the Property and this Lease.
29.8 Quiet Enjoyment. Upon. Tenant paying the Base Rent and Additional Rent
and performing all of Tenant's obligations under this Lease, Tenant may peacefully and quietly
enjoy the Premises during the Term as against all persons or entities claiming by or through
Landlord; subject, however, to the provisions of this Lease and to any mortgages or deeds of
trust or ground or underlying leases referred to in Article 12.
29.9 Holding Over. If Tenant shall hold over after the expiration of the Term,
Tenant shall pay monthly Base Rent equal to one hundred fifty percent (150%) of the Base Rent
payable during the final full month of the lease yeaz (exclusive of abatements, if any), in which
such termination occurs together with an amount reasonably estimated by Landlord for the
monthly Additional Rent payable under this Lease, and shall otherwise be on the terms and
conditions herein specified so far as applicable (but expressly excluding all renewal or extension
rights). No holding over by Tenant after the Term shall operate to extend the Term. In the event
of any holding over without Landlord's prior written consent, Tenant shall indemnify Landlord
against all claims for damages by any other tenant to whom Landlord may have leased all or any
part of the Premises commencing upon or after the expiration of the Term. Any holding over
with Landlord's written consent shall be construed as a tenancy at sufferance or from month to
month, at Landlord's option. Any holding over without Landlord's written consent shall entitle
Landlord to reenter the Premises as provided in Article 19, and to enforce all other rights and
remedies provided by law or this Lease.
29.10 Time of Essence. Time is of the essence of each and every provision of
this Lease.
29.11 Broker's Commissions. Each party represents and warrants to the other
that it has not entered into any agreement or incurred or created any obligation which might
require the other party to pay any broker's commission, finder's fee or other commission or fee
relating to the leasing of the Premises, other than the Broker. Each party shall indemnify, defend
and hold harmless the other and the other's constituent partners and their respective officers,
directors, shareholders, agents and employees from and against all claims for any such
commissions or fees made by anyone claiming by or through the indemnifying party.
29.12 No Merger. The voluntary or other surrender or termination of this Lease
by Tenant, or a mutual cancellation hereof shall not work a merger, but, at Landlord's sole
option, shall either terminate all existing subleases or subtenancies or shall operate as an
assignment to, Landlord of all such subleases or subtenancies.
DSC:901613.3/AME285-14(885 - 27 -
29.13 Survival. All of Tenant's and Landlord's covenants and obligations
contained in this Lease which by their nature might not be fully performed or capable of
performance before the expiration or earlier termination of this Lease shall survive such
expiration or earlier termination. No provision of this Lease providing for termination in certain
events shall be construed as a limitation or restriction of Landlord's or Tenant's rights and
remedies at law or in equity available upon a breach by the other party of this Lease.
29.14 Amendments. No amendments or modifications of this Lease or any
agreements in connection therewith shall be valid unless in writing duly executed by both
Landlord and Tenant. No amendment to this Lease shall be binding on any mortgagee or
beneficiary of Landlord (or purchaser at any foreclosure sale) unless such mortgagee or
beneficiary shall have consented in writing to such amendment.
29.15 WAIVER OF JURY TRIAL. LANDLORD AND TENANT
KNOWINGLY, INTENTIONALLY AND VOLUNTARII.Y WAIVE TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY AGAINST THE OTHER
IN ANY MATTER ARISING OUT OF THiS LEASE, THE RELATIONSHIP OF LANDLORD
AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES OR ANY CLAIM
OF INJURY OR DAMAGE.
29.16 Si a e. Landlord will provide one building standard suite sign at the
entrance to the Premises and one building. standard directory strip in the Building's lobby
directory. Landlord will also place Tenant's name on the Building's mo ument signage located
at~~ covq„Lr s~- `•av/s~ DrCvL ~d ~tf~.~,r ~cq~
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[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
DSC:901613.3/AME285-141885 ' 28 "
ti
29.17 DELIVERY FOR EXAMINATION. DELIVERY OF THE LEASE TO
TENANT SHALL NOT BIND LANDLORD IN ANY MANNER, AND NO LEASE OR
OBLIGATIONS OF LANDLORD SHALL ARISE UNTII. THIS INSTRUMENT IS SIGNED
BY BOTH LANDLORD AND TENANT AND DELIVERY IS MADE TO EACH.
SEE RIDER ATTACHED TO AND MADE A PART OF THIS LEASE.
IN WITNESS WHEREOF, Landlord and Tenant have each caused their duly authorized
representatives to execute this Lease on their behalf as of the date first above written.
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PR TY T UST, its general partner
By: Name:
Title:
TENANT
OLD CORNERSTO ~ 1. CIAL LLC
/hq~PK
By: Name:
Title:
DSC:901613.3/AME285-141885 - 29 '
RIDER
CONFESSION OF JUDGMENT.
(A) IF TENANT SHALL DEFAULT IN THE PAYMENT OF THE RENT
OR ANY OTHER SUMS DUE UNDER THIS LEASE BY TENANT, TENANT HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS ANY PROTHONOTARY OR
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY AND
ALL SUITS OR ACTIONS WHICH MAY BE BROUGHT FOR SAID RENT AND/OR SAID
OTHER SUMS; AND IN SAID SUITS OR ACTIONS TO CONFESS JUDGMENT AGAINST
TENANT FOR ALL OR ANY PART OF SAID RENTAL AND/OR' SAID OTHER SUMS,
AND FOR INTEREST AND COSTS, TOGETHER WITH AN ATTORNEYS' COMMISSION
FOR COLLECTION OF $10,000.00. SUCH AUTHORITY SHALL NOT BE EXHAUSTED
BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS
AFORESAID- FROM TIME TO TIME AS OFTEN AS ANY OF SAID RENT AND/OR
OTHER SUMS SHALL FALL DUE OR BE IN ARREARS, AND SUCH POWERS MAYBE
EXERCISED AS WELL AFTER THE TERMINATION OR EXPIRATION OF THE TERM
OF THIS LEASE.
(B) WHEN THIS LEASE OR TENANT'S RIGHT OF POSSESSION SHALL
BE TERMINATED BY COVENANT OR CONDTTION BROKEN, OR FOR ANY OTHER
REASON, EITHER DURING THE TERM OF THIS LEASE, AND ALSO WHEN AND AS
SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN TERMINATED, TENANT
HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY
COURT OF RECORD AS ATTORNEY FOR TENANT AND ANY PERSONS CLAIMING
THROUGH OR UNDER TENANT TO CONFESS JUDGMENT IN EJECTMENT AGAINST
TENANT AND ALL PERSONS CLAIMING THROUGH OR UNDER TENANT FOR THE
RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR WHICH THIS
LEASE SHALL BE SUFFICIENT WARRANT, WHEREUPON, IF LANDLORD SO
DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH,
WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER, AND PROVIDED
THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN
COMMENCED THE SAME SHALL BE DETERMINED, CANCELED OR SUSPENDED
AND POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE
RESTORED TO TENANT OR ANY PERSON CLAIMING THROUGH OR UNDER
TENANT, LANDLORD SHALL HAVE THE RIGHT, UPON ANY SUBSEQUENT
DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT TERMINATION OR
EXPIRATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION HEREOF, OR OF
TENANT'S RIGHT OF POSSESSION, AS HEREINBEFORE SET FORTH, TO CONFESS
JUDGMENT IN EJECTMENT AS HEREINBEFORE SET FORTH ONE OR MORE
ADDITIONAL TIMES TO RECOVER POSSESSION OF THE SAID PREMISES.
(C) IN ANY ACTION OF OR FOR EJECTMENT OR FOR RENT OR OTHER
SUMS, IF LANDLORD SHALL FIRST CAUSE TO BE FII,ED IN SUCH ACTION AN
AFFIDAVIT MADE BY IT OR SOMEONE ACTING FOR IT SETTING FORTH THE FACTS
NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL
DSC:901613.3/AME285-141885
BE CONCLUSNE EVIDENCE OF SUCH FACTS; AND IF A TRUE COPY OF THIS LEASE
(AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT
EVIDENCE) BE FILED IN SUCH ACTION, TT SHALL NOT BE NECESSARY TO FILE
THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR
PRACTICE TO THE CONTRARY NOTWITHSTANDING.. TENANT RELEASES TO
LANDLORD, AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR TENANT,
ALL PROCEDURAL ERRORS IN ANY PROCEEDINGS TAKEN BY LANDLORD,
WHETHER BY VIRTUE OF THE WARRANTS OF ATTORNEY CONTAINED IN THIS
LEASE OR NOT, AND ALL LIABILITY THEREFORE.
IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE EXECUTED THIS
RIDER.
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PROPERTY UST, its general partner
By: Name:
Title: STEPHEN 1. BUTTE
ice Prea(Gant
TENANT
OLD CORNEI~~ OIVP CIAL, LLC
By: Name: ffff
Title• la - ',~r~
DSC:901613.3/AME285-141885 - 2 -
WAIVER OF PRIOR HEARING CERTIFICATION
The undersigned acknowledges that, subject only to the default notices and cure periods
expressly provided for in the above Lease, the above Lease authorizes and empowers Landiord,
without the undersigned receiving anyprior notice or anv prior hearing in anv court, to cause the
entry of judgments against the undersigned for money and for possession of the leased premises
and immediately thereafter, without the undersigned receiving anYprior notice or anv prior
hearing in anv court, to exercise post judgment enforcement and execution remedies (which may
include, without limitation, seizure of bank accounts, the sale of the undersigned's assets and
removal of the undersigned from the leased premises by law enforcement officers).
The undersigned acknowledges that it has agreed to waive its rights to a prior notice and hearing
under the Constitution of the United States, .the Constitution of the Commonwealth of
Pennsylvania and all other applicable state and federal laws, in connection with Landlord's
ability to cause the entry of judgments against the undersigned and immediately thereafter
exercise. Landlord's post judgment enforcement execution remedies The undersigned has
discussed the legal impact of this waiver with its independent counsel, and the undersigned
acknowledges that it has freely waived such rights.
OLD CORNS T FIN CIAL, LLC.
By:
Name: r,, ~ R~ . Sri 3°~.
Title: ~ , ~~
Dated: December Il~ 2002
DSC:901613.3/AME285-141885
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EXHIBIT A
FLOOR PLAN DEPICTING PREMISES AND EXPANSION SPACE
DSC:9016133/AME285-141885
EXHIBIT B
WORK LETTER
Landlord and Tenant agree as follows:
1. Designation of Tenant's Construction Representative.
Tenant designates Laurie Tessier as Tenant's Construction Representative. Tenant agrees
that Tenant's Construction Representative: (a) shall be available to meet and consult with
Landlord on a continuing basis at the Premises as Tenant's representative concerning the matters
which are the subject of this Work Letter; and (b) shall have the power legally to bind Tenant
under this Work Letter in giving direction to Landlord, in giving approval of design documents
and work, and in making requests and approval for changes.
2. Construction Documents: "Landlord's Work".
Landlord and Tenant acknowledge that the full scope of Landlord's Work is described in
the plans and specifications dated November 19, 2002 prepared by Facilities Planning and
Architect, identification number A102 (the "Construction Documents'. Landlord and Tenant
confirm their approval of the Construction Documents.
3. Performance of Landlord's Work.
(a) Landlord shall supervise, oversee, schedule and coordinate the
performance of Landlord's Work. Landlord may (i) make substitutions of material or
components of equivalent grade and quality when and if any specified material or component
shall not be readily or reasonably available, and (ii) make changes to the work necessitated by
conditions met in the course of construction, provided that if any change is material and
substantial in nature, then Tenant's approval of such change shall first be obtained (which
approval shall not. be unreasonably withheld or delayed so long as there shall be general
conformity with the Construction Documents).
(b) Landlord's Work is to be done by a contractor selected by Landlord.
(c) The term "Substantial Completion" or "Substantially Complete" shall
mean that state of completion of Landlord's Work, which will allow Tenant to use the Premises.
for its intended purposes without material interference to or impairment of Tenant's business
activities by reason of any item of work remaining to be done to effect full completion of
Landlord's Work; and in addition:
(i) reasonable means of access to the Premises, including
unobstructed corridors, hallways, stairways, ground lobby and exterior concrete sidewalks, and
passenger elevator service during Ordinary Business Hours, shall have been installed and shall
be available to Tenant; and
(ii) utilities and all other facilities necessary to Tenant's use and
occupancy of the Premises (including, but not limited to, heating, ventilation, air-conditioning,
DSC:901613.3/AM E285-141885
lavatories and electrical facilities) shall have been installed and shall be operational and available
to Tenant. Said facilities shall not be deemed to be unavailable if only minor or insubstantial
details of construction, decoration or mechanical adjustment remain to be done.
(c) The term "Substantial Completion Date" shall mean the earlier of: (i) the
date on which the Landlord's Work is Substantially Complete or (ii) the date that the Tenant
Improvement Work is Substantially Complete, less a period equal to the aggregate duration of all
Tenant Delays.
5. Tenant's Construction Representative's Access and Inspection.
(a) Landlord and Tenant with their respective consultants shall make periodic
joint inspections of the Premises from time to time during construction at reasonable times on
business days, and each time shall jointly approve a written statement or assessment of the status
of construction, the tasks remaining to be completed and the date of Substantial Completion.
(b) As to all Landlord's Work performed by or on behalf of Landlord prior to
the Substantial Completion Date and not objected to by Tenant, it shall be conclusively deemed
on the Substantial Completion Date that such work was satisfactorily performed in accordance
with and meets the requirements of this Lease. Landlord shall have no liability for work
performed by Tenant's specialty contractors or work performed by or on behalf of Landlord in
accordance with the Construction Documents to the extent such work was defectively designed
by Tenant's architects or engineers. As to any item of Landlord's Work remaining to be
completed after the Substantial Completion Date ("Punchlist Items"), Landlord shall supervise
the completion of such items within sixty (60) days after Tenant's notice thereof (except for
items which cannot reasonably be completed within such sixty (60)-day period, which items
shall be completed as promptly as practicable using diligent efforts thereafter).
DSC:901613.3/AME285-141885
EXHIBIT C
TERM COMMENCEMENT AGREEMENT
THIS AGREEMENT made as of , 2003, between the following parties
("Landlord" and "Tenant", respectively):
LANDLORD: Keystone Operating Partnership, L.P.
TENANT: Old Cornerstone Financial, LLC
RECITALS a;
A. By lease dated December _, 2002 (the "Lease"), Landlord leased to Tenant
certain premises described in the Lease (the "Premises").
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. The Commencement Date of the Lease is , 2003.
Z. Nothing in this Term Commencement Agreement is intended to change or modify
the rights of the parties under the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Term Commencement
Agreement to be executed as of the date first above written..
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PROPERTY TRUST, its general partner
By: Name:
Title:
TENANT
OLD CORNERSTONE FINANCIAL, LLC
By:
Name:
Title:
DSC:901613.3/AME285-141885
EXHIBIT D
SPECIFICATION FOR CLEANING
AND JANITORIAL SERVICES
29.18
STAIRWELLS
OFFICE AREA, COMMON AREAS, ELEVATORS AND
Dust all office furniture, dis la units, door frames and window led es 1 x week
S of clean doors, door frames, li t switches and walls 1 x-week
Empty waste receptacles, taking trash to designated area in the building
for storage or removal. Take recyclable items to staging area for 5 x week
removal
5 x week
Clean all sand urns
Clean and sanitize sinks and counterto s 5 x week
Clean and sanitize drinkin fountains 5 x week
Clean and sanitize eatin area table to s 5 x week
Dust wall fixtures, tops of door and window frames, comers and
baseboards 1 x er month
Clean and olish or dam wi a executive office furniture 1 x month
Clean and sanitize tel hones 1 x month
Dust blinds 4 x er ear
Dust li t fixtures 4 x er ear
Dust ceilin vents and air diffusers 4 x er ear
29.18.1 CARPETED FLOOR SURFACES
Vacuum traffic lanes 5 x er week
Vacuum walk off mats 5 x er week
Vacuum ed es and corners 1 x er week
Vacuum stairwells 1 x er week
Police stairwells dail , swe and mo as needed '
29.18.2 HARD FLOOR SURFACE
Dust mo floor areas ~ 5 x er week
Dam mo floor areas S x er week
S ra buff all the floors 4 x er ear
Stri and re-seal hard surface floors 1 x er ear
DSC:901613.3/AME285-141885
29.18.3 GLASS CLEANING
Clean entrance door lass 5 x er week
S of clean inside artition lass 1 x er week
Clean inside artition lass 1 x er month
29.18.4 RESTROOMS
Clean and disinfect hand basins, toilet bowls, urinals, dispensers and
fixtures ~` 5 x er week
S of clean the wall and artitions 5 x er week
Clean and disinfect artitions 1 x er week
Clean and disinfect floors 5 x er week
Polish fixtures 5 s er week
Clean mirrors 5 x er week
Re lenish a er su lies & Toile roducts rovided b Coverall 5 x er week
29.18.5 CLOSING INSTRUCTIONS
Clean and or anize ' anitor closet 5 x er week
Turn off li is as instructed 5 x er week
Lock doors and windows as instructed 5 x er week
Set alarms tem as instructed 5 x er week
DSC:901613.3/AME285-141885
LICENSE AGREEMENT-
This is a LICENSE AGREEMENT (this "Agreement") dated as of this Il,~day of
~~~leveather 2002, by and between KEYSTONE OPERATING PARTNERSHIP, L.P., a
Delaware limited liability company (the "Licensor") and OLD CORNERSTONE
FINANCIAL, LLC, a Missouri limited liability company (the "Licensee").
BACKGROUND
WHEREAS, Licensor is the owner of that certain office building located at 4900 Ritter
Road, Mechanicsburg, PA consisting of approximately 55,574 square feet (the "Building"); and
WHEREAS, Licensor desires to grant to Licensee and Licensee desires to obtain from
Licensor a license to occupy a 6,664 square foot portion of the Building, as shown on Exhibit A
attached hereto and made a part hereof (the "Premises"), for the purpose of operating general
business offices; and
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, Licensor
and Licensee agree as follows:
1. Licensed Area. Licensor grants to Licensee and Licensee accepts from Licensor a
revocable and temporary license (the "License") to use the Premises, subject to the terms and
conditions contained herein.
2. Term. The Term of the License granted hereby shall commence upon the execution
date hereof (the "Commencement Date") and shall expire on the date that Tenant takes
occupancy of permanent space in the Building pursuant to a Lease Agreement to be negotiated
between the parties, which negotiations shall be conducted in good faith by both parties (the
"Lease"} (such date of permanent space occupancy being referred to herein as the "Expiration
Date") (the time between the Commencement Date and the Expiration Date being referred to
herein as the "Term"), provided, however, that either party shall have the right to terminate this
Agreement'at any time upon forty-five (45) days prior written notice to the other party. After the
Expiration Date, the Term of this Agreement and License shall continue on a month-to-month
basis until terminated by either party as aforesaid.
3. Consideration. The parties hereto agree that there shall be no formal fee for the use of
the Premises by Licensee, it being understood that the parties are negotiating the execution and
delivery of the Lease in good faith, and it being further understood that Landlord has agreed to
enter into this Agreement in anticipation of entering into the Lease with Licensee (the
"Consideration"). The parties hereto agree that such Consideration DOES NOT include charges
to Licensee for security system upgrades to accommodate Licensees requirements, or any similar
charges, all of which shall be payable by Licensee as and when billed by Licensor as additional
operating expenses, and all such costs and expenses, together with the Consideration, shall be
considered the Consideration for all purposes hereunder. Any portion of the Consideration,
which has accrued but has not been paid as of the expiration or sooner termination of the Term,
Error! Unknown document property name.
shall be payable in accordance with the terms of this Agreement, and such payment obligations
shall survive the expiration or sooner termination of the Term.
4. Security Deposit: Intentionally omitted.
5. Permitted Use. The Premises shall only be used for warehouse purposes with
ancillary office use, and for no other purpose.
6. Condition of Premises. Licensor has made no representations to the condition of the
Premises or the fitness or availability of the Premises for any particular use, and Licensee shall
accept the Premises in their "as is" condition in the configuration shown on Exhibit A.
7. Right to Enter. Licensee shall have the right, at Licensee's sole cost and expense, to
secure the Premises with appropriate locks and security devices. Notwithstanding the foregoing,
Licensor, its agents (including, without limitation, Licensoe's building manager) or employees
shall be given the keys (and/or security information) necessary in order for Licensor to enter the
Premises, and Licensor, its agents (including, without limitation, Licensoe's building manager)
and employees may enter the Premises at reasonable times including normal business hours, and
at any time in the event of an emergency, to: {a) exhibit the Premises to prospective purchasers
or Licensees of the Building or the Premises; (b) inspect the Premises to see that Licensee is
complying with its obligations hereunder; (c) make repairs, alterations, improvements and
additions required of Licensor under the terms hereof, or that are advisable in Licensor's
determination to preserve the integrity, safety and good order of all or any part of the Premises or
the Building, including any systems serving the Building which run through the Premises, or
which may be necessary to comply with applicable laws, ordinances or other requirements of any
governmental entity or agency having jurisdiction; (d) provide any services required under this
License; and (e) remove any alterations, additions or improvements made by Licensee in
violation of this Agreement.
8. Insurance.
(a) Insurance on Licensee's Property. Licensee shall procure at its cost and
expense and keep in effect during the term hereof insurance coverage for all risks of physical
loss or damage insuring the full replacement value of Licensee's trade fixtures, furnishings,
equipment, plate glass, signs and all other items of personal property of Licensee.
(b) Licensee's Liability Insurance. Licensee shall procure at its cost and expense
and maintain throughout the term hereof comprehensive commercial general liability insurance
applicable to the Premises with a minimum combined single limit of liability of One Million
Dollars ($1,000,000), statutory worker's compensation insurance, and employer's liability
insurance with a Five Hundred Thousand Dollar {$500,000) minimum limit covering all of
Licensee's employees. Such liability insurance shall include, without limitation, products and
completed operations liability insurance, fire and legal liability insurance, contractual liability
insurance applicable to all of Licensee's indemnity obligations under this Lease, and such other
coverage as Licensor may reasonably require from time to time.
(c) Form of Policies. Licensee's insurance shall be issued by companies
authorized to do business in the Commonwealth of Pennsylvania. All insurance policies required
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to be carried by Licensee under this Lease (except for worker's compensation insurance) shall (i)
name Licensor and any other parties reasonably named by Licensor as additional insureds, (ii) as
to liability coverages, be written on an "occurrence" basis, (iii) provide. that Licensor shall
receive thirty (30) days' notice from the insurer before any cancellation or change in coverage,
and (iv) contain a provision that no act or omission of Licensee shall affect or limit the obligation
of the insurer to pay the amount of any loss sustained. Each such policy shall contain a provision
that such policy and the coverage evidenced thereby shall be primary and non-contributing with
respect to any policies carried by Licensor. Licensee shall deliver reasonably satisfactory
evidence of such insurance to Licensor on or before the Commencement Date, and thereafter at
least thirty (30) days before the expiration dates of expiring policies. At Licensor's request,
Licensee shall deliver. to Licensor copies of such policies. The limits of the insurance required
under this Agreement shall not limit the liability of Licensee.
(d) Compliance with Insurance Requirements. Licensee shall not do anything, or
suffer or permit anything to be done, in or about the Premises that shall invalidate or be in
conflict with the provisions of any fire or other insurance policies covering the Building.
Licensee at Licensee's expense, shall comply with, and shall cause all occupants of the Premises
to comply with, all applicable customary rules, orders, regulations or requirements of any board
of fire underwriters or other similar body.
(e) Waiver of Subro ag tion. Notwithstanding anything to the contrary in this
Agreement, Licensor and Licensee mutually waive their respective rights of recovery against
each other and each other's officers, directors, constituent partners, agents and employees, and
Licensee waives such rights against each lessor under any ground or underlying lease and each
lender under any mortgage or deed of trust or other lien encumbering the Property or any portion
thereof or interest therein, to the extent any loss is or would be covered by fire, extended
coverage, and other property insurance policies required to be carried under this Agreement or
otherwise carried by the waiving party, and the rights of the insurance carriers of such policy or
policies to be subrogated to the rights of the insured under the applicable policy. Each party
shall cause its insurance policy to be endorsed to evidence compliance with such waiver.
9. Compliance with Law. Licensee, at its expense; shall comply with all applicable
laws, ordinances, orders, rules and regulations of any governmental authority having jurisdiction,
whether now or hereafter in effect ("Applicable Laws"), which pertain to the Premises or
Licensee's use thereof, and all Applicable Laws affecting the physical condition of the Premises
or the particular manner in which Licensee uses the Premises, and all Applicable Laws
pertaining to air or water quality, the use, storage or disposal of any hazazdous substance,
pollutant or other contaminant, waste disposal, air emissions and other environmental matters.
10. Indemnification.
(a) Licensee does hereby agree to defend, indemnify and hold Licensor, its
partners, members, stockholders, officers, directors, employees, agents, contractors and
Licensor's building manager harmless from and against any and all liability for any injury to or
death of any person or persons or any damage to property in any way arising out of or in
connection with the condition, use or occupancy of the Premises, or in any way arising out of
any activities in or about the Premises or the Building, of Licensee, its agents, employees,
C:~rrindows~TEMN.icoce Aptemeut W Old Cm~aswnt Fnuncial ~ ~9ad Riau Rand MachaniaAaq PAdac
licensees, contractors or invitees, and from all costs, expenses and liabilities (including, but not
limited to, court costs and reasonable attorneys' fees) incurred by Licensor in connection
therewith, excepting however, liability caused by or resulting from the gross negligence or
willful misconduct of Licensor or its agents, employees, licensees or contractors.
(b) Licensor hereby agrees that Licensor shall indemnify, defend and hold
Licensee harmless from and against any and all costs, expenses and liabilities, including
reasonable attorney's fees, incur ed by Licensee which may arise as a result of any damages or
loss incurred by Licensee caused by or resulting from Licensoe's grossly negligent acts or
omissions or willful misconduct.
(c) Licensee covenants and agrees that Licensor shall not be liable to Licensee for
any injury to or death of any person or persons or for damage to any property of Licensee, or any
person claiming through Licensee, arising out of any accident or occurrence in or about the
Premises or other portions of the Building, including, but not limited to, injury, death or damage
caused by the Premises or other portions of the Building that become out of repair or caused by
any defect in or failure of equipment, pipes or wiring, or caused by broken glass, or caused by
the backing up of drains, or caused by gas, water, steam, electricity, or oil leaking, escaping or
flowing into the Premises, or caused by fire or smoke or caused by the acts or omissions of other
Licensees, licensees and occupants of the Building.
(d) Licensee does hereby agree to defend, indemnify and hold Licensor, its
partners, members, stockholders, officers, directors, employees, agents, contractors and
subcontractors harmless from and against any and all costs, expenses, liabilities and damages in
any way arising out of or in connection with preparation of permanent space for Licensee in the
Building in anticipation of Licensee entering into the Lease, or in any way arising out of the
Lease regardless of whether a Lease is ever entered into between the parties, and from all costs,
expenses, liabilities and damages (including, but not limited to, court costs and reasonable
attorneys' fees) incurred by Licensor in connection with this Agreement, the Lease or the
enforcement of this indemnification provision.
(e) Licensee agrees to report in writing to Licensor any defective condition in or
about the Premises known to Licensee.
11. Licensee's Risk. Licensee shall, at all times during the Tenn hereof and for such
further time as Licensee shall occupy the Premises or any part thereof, keep all effects and
property of every kind, nature and description of Licensee and of all persons claiming by,
through or under Licensee which, during the continuance of this Agreement or any occupancy of
the Premises by Licensee or anyone claiming under Licensee, may be in the Premises or in the
Building, at the sole risk and hazard of Licensee, and if the same shall be lost or damaged by any
cause, no part of said loss or damage is to be charged to or to be borne by Licensor, and Licensor
is hereby released from all liability in connection therewith; provided that Licensor shall in no
event be indemnified or held harmless or exonerated from any liability to Licensee or to any
other person, for any injury, loss, damage or liability to the extent prohibited by law.
12. Yield Uv; Holdover. No later than the last day of the Term or earlier termination as
provided herein, Licensee will remove all Licensee's personal property, and repair all injury done
Ctwn09wdTEMPLLicenrc ApeemeM for OM Cawagoae Piwsitl ®1900 9tiusr Paid Machriabr{ PA.doc
by or in connection with installation or removal of said property and surrender the Premises
(together with all keys, access cards or entrance passes to the Premises and/or Building) in as
good a condition as it was at the beginning of the Term, reasonable wear and teaz, unrepaired
casualty not caused by Licensee and condemnation excepted. All property of Licensee
remaining in the Premises without Licensoe's consent after expiration or earlier termination of
the Term shall be deemed conclusively abandoned and maybe removed by Licensor, and
Licensee shall reimburse Licensor for the cost of removing the same and for any repair to the
Premises or the Building as a result of such removal, subject, however, to Licensor's right to
require Licensee to remove any improvements or additions made to the Premises by Licensee
pursuant to the terms of this License.
13. Assi~mnent. Licensee shall not assign, pledge or otherwise transfer its rights under
this Agreement in whole or in part, whether voluntarily, involuntarily or by operation of law.
14. Alterations. Licensee shall not make any installations, alterations or additions in, to
or on the Premises without on each occasion obtaining the prior written consent of Licensor
which may be granted or withheld at the Licenser's sole discretion. If Licensor shall consent to
any such alterations, Licensee will use only contractors or workers consented to by Licensor in
writing prior to the time such work is commenced. Licensor may condition its consent upon its
receipt of acceptable lien waivers and certificates of insurance from such contractors or
workmen. Licensee shall promptly satisfy any lien or claim of lien for material or labor claimed
against the Premises or Building, or both, by such contractors or workmen if such claim should
ar7se, and hereby indemnifies and holds Licensor harmless from and against any and all losses,
costs, damages, expenses or liabilities including, but not limited to, attorney's fees, incurred by
Licensor, as a result of or in any way related to such claims or such liens. Licensor hereby
consents to Licensee's installation of wiring for a forklift battery charging station after the third
column on the north wall of the Premises at Licensee's sole cost and expense in accordance with
all building standard materials and procedures and the other requirements of this Paragraph 14.
15. Casualty or Condemnation. In the event of a casualty or condemnation which renders.
all or a part of the Premises unusable by Licensee, either Licensee or Licensor may elect to
terminate this Agreement by giving not less than 10 days' written notice to the other of such
termination.
16. Maintenance• Nuisance, Etc. Licensee shall keep and maintain the Premises in good
and safe order and repair. Licensee shall not injure, deface or otherwise harm the Premises ar
the Building; nor commit any nuisance; nor make, allow or suffer any waste; nor interfere with
or disturb the quiet enjoyment of the use of the Building or any portion thereof by any other
licensees or Licensees in the Building; nor make any use of the Premises which is improper,
offensive or contrary to any law or ordinance or which will invalidate or increase the premiums
for any of Licensor's insurance.
17. Hazardous Materials.
(a) "Hazardous Substance" shall mean any hazazdous or toxic substance, material
or waste which is or becomes regulated by any local, state or federal governmental authority.
having jurisdiction. The term "Hazardous Substance" includes, without limitation, any material
csatipao.~nrEMnLicwcc Apamea for Ow Camawnc Pwrci+1 g ~90o Rircr RoW Maw~dc.ew rAdoc
or substance which is (i) designated as a "hazardous substance" pursuant to Section 311 of the
Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined as a "hazardous
waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C.
Section 6901 et seq. (42 U.S.C. Section 6903), (iii) defined as a "hazardous substance" pursuant
to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (iv) petroleum or (v) asbestos or
asbestos-containing materials.
(b) Licensee shall not cause or suffer or allow any Hazardous Substances to be
brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the
Property by Licensee or any of Licensee's contractors, employees or invitees or by anyone in the
Premises (other than Licensor or its agents, employees or contractors), except to the extent such
Hazardous Substances are customarily kept or used by typical office Licensees. If the
obligations imposed by the preceding sentence are breached, or if the presence of any Hazardous
Substance on the Premises or the Property caused or suffered or permitted by Licensee or any of
Licensee's contractors, employees or invitees or by anyone in the Premises (other than Licensor
or its agents, employees or contractors) results in contamination of the Premises or the Property,
then Licensee shall indemnify, defend and hold Licensor harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities, expenses and losses (including, without
limitation, diminution in value of the Property, damages for the loss or restriction on use of
leasable space or of any amenity of the Building, damages arising from any adverse impact on
marketing of space and sums paid in settlement of claims, attorneys' fees, consultant fees and
expert fees) which arise during or after the Term as a result of such contamination. This
indemnification shall include, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal or restoration work required
by any federal, state or local governmental agency or political subdivision because of any
Hazardous Substance present in the soil or groundwater on or under the Property.
18. Default.
(a) Licensee's failure to observe or perform any covenant or agreement contained
herein on Licensee's part to be observed or performed, after Licensor shall have given Licensee
twenty-four (24) hours written notice of such non-observance ornon-performance, shall
constitute a default hereunder. In the event of a default hereunder, in addition to all other
remedies available at law or in equity, Licensor shall be entitled to immediately revoke the
license granted herein. In such event Licensor may, without further notice and without prejudice
to any other remedy Licensor may have, enter upon the Premises and expel or remove Licensee
and Licensee's effects without being liable for any claim for trespass or damages therefor.
(b) CONFESSION OF JUDGMENT.
(i) WHEN THiS LICENSE OR LICENSEE'S RIGHT OF
POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR
FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LICENSE, AND
ALSO WHEN AND AS SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN
TERMINATED, LICENSEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS
ANY ATTORNEY OF ANY COURT OF RECORD AS ATTORNEY FOR LICENSEE AND
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ANY PERSONS CLAIMING THROUGH OR UNDER LICENSEE TO CONFESS
JUDGMENT IN EJECTMENT AGAINST LICENSEE AND ALL PERSONS CLAIMING
THROUGH OR UNDER LICENSEE FOR THE RECOVERY BY LICENSOR OF
POSSESSION OF THE PREMISES, FOR WHICH THIS LICENSE SHALL BE SUFFICIENT
WARRANT, WHEREUPON, IF LICENSOR SO DESIRES, A WRIT OF EXECUTION OR OF
POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR
PROCEEDINGS WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER
SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE
DETERMINED, CANCELED OR SUSPENDED AND POSSESSION OF THE PREMISES
HEREBY DEMISED REMAIN IN OR BE RESTORED TO LICENSEE OR ANY PERSON
CLAIMING THROUGH OR UNDER LICENSEE, LICENSOR SHALL HAVE THE RIGHT,
UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT
TERMINATION OR EXPIRATION OF THIS LICENSE OR ANY RENEWAL OR
EXTENSION HEREOF, OR OF LICENSEE'S RIGHT OF POSSESSION, AS
HEREINBEFORE SET FORTH, TO CONFESS JUDGMENT IN EJECTMENT AS
HEREINBEFORE SET FORTH ONE OR MORE ADDITIONAL TIMES TO RECOVER
POSSESSION OF THE SAID PREMISES.
(ii) IN ANY ACTION OF OR FOR EJECTMENT, IF LICENSOR
SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN AFFIDAVIT MADE BY IT
OR SOMEONE ACTING FOR IT SETTING FORTH THE FACTS NECESSARY TO
AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL BE CONCLUSIVE
EVIDENCE OF SUCH FACTS; AND IF A TRUE COPY OF THIS LICENSE {AND OF THE
TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE) BE
FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS
A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE TO
THE CONTRARY NOTWITHSTANDING. LICENSEE RELEASES TO LICENSOR, AND
TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR LICENSEE, ALL
PROCEDURAL ERRORS IN ANY PROCEEDINGS TAKEN BY LICENSOR, WHETHER
BY VIRTUE OF THE WARRANTS OF ATTORNEY CONTAINED IN THIS LICENSE OR
NOT, AND ALL LIABILITY THEREFOR.
19. No Estate Conveyed. This Agreement does not and shall not be deemed to (a)
constitute a lease or a conveyance of personal or real property by Licensor to Licensee or (b)
confer upon Licensee any right, title, estate or interest in the Premises. This Agreement grants to
Licensee only a personal privilege revocable by Licensor on the terms set forth herein.
20. Notices. Notices hereunder shall be in writing and shall be delivered by hand or
national overnight delivery service or sent by registered or certif ed mail, postage prepaid, return
receipt requested:
If intended for Licensor, addressed to:
c/o Keystone Realty Services, Inc.
200 Four Falls Corporate Center
Suite 208
West Conshohocken, PA 19428
C:hriMows\TBMPLLicwue Apae~wnt (or Ob Con<raom Pw~cid ®1900 Riua Ibad Ma6rinbuq PAdoc
Attention: Patrick McBride or Property Manager
email address: pmcbride@keystoneproperty.com
with a copy to
Keystone Property Trust
200 Four Falls Corporate Center
Suite 208
West Conshohocken, PA 19428
Attention: General Counsel
(or to such other address or addresses as may from time to time hereafter be designed by
Licensor by written notice to the Licensee in the manner set forth herein).
Tf intended for Licensee, addressed to:
c/o CRESA Partners
150 S. 5~' Street
Suite 3200
Minneapolis, MN 55402
Attention: Mark A. Shepard, CEO
(or to such other address or addresses as may from time to time hereafter be designated by
Licensee by written notice to the Licensor in the manner set forth herein).
All such notices shall be effective when delivered in hand (provided the party delivering
the same shall prepare and present to the recipient for signature, a suitable receipt evidencing
such delivery) by national overnight delivery service, or when deposited in the United States
mail within the continental United States.
21. Exculpation of Licensor. Licensor's liability to Licensee with respect to this License
shall be limited solely.to Licensor's interest in the Building. Neither Licensor, nor any partner,
officer, director, member, employee or shareholder of Licensor, shall have any personal liability
whatsoever with respect to this Agreement and the License granted herein.
22. Entire Agreement; No Waiver. This Agreement contains the entire agreement of the
parties hereto and no representations, inducements, promises or agreements, oral or otherwise,
between the parties not embodied herein shall be of any force and effect. The failure of either
party to insist in any instance on strict performance of any covenant or condition hereof, or to
exercise any option herein contained, shall not be construed as a waiver of such covenant,
condition or option in any other instance. This Agreement cannot be changed or terminated
orally, and can be modified only in writing, executed by each party hereto.
23. Governing_Law. This Agreement has been made under and shall be construed and
interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania.
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24. Authori .Licensee represents and warrants to Licensor that the individual executing
this Agreement has the requisite authority to legally bind Licensee to this Agreement and all of
the terms hereof.
25. Subordination. This Agreement is and shall be subject and subordinate to all ground
leases, deeds of trust and mortgages (collectively, "Mortgages") which may now or hereafter
affect the Premises and also to all renewals, modifications, consolidations, replacements, and
extensions of such Mortgages. This provision is self-executing and no further instrument shall
be required to establish such subordination. If any foreclosure proceedings are brought which
affect the Premises, or if the power of sale under a Mortgage is exercised, then Licensee shall
attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the
Licensor under this Agreement.
26. Broker. Each party represents and warrants to the other that it has not entered into
any agreement or incurred or created any obligation which might require the other party to pay
any broker's commission, finder's fee or other commission or fee relating to the leasing of the
Premises. Each party shall indemnify, defend and hold harmless the other and the other's
constituent partners and their respective officers, directors, shareholders, agents and employees
from and against all claims for any such commissions or fees made by anyone claiming by or
through the indemnifying party. The obligations of each party under this Pazagraph shall survive
the expiration of the Term or earlier termination of this Agreement.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement, as a
sealed instrument, as of the day and year first above written.
LICENSOR:
KEYSTONE OPERATING PARTNERSHIP, L.P.
By Keystone Property Trust, its General Partner
By:
Steph .Butte, Senior Vice President
LICENSEE:
OLD
By:
LLC
its Managing Member
Printed Name/Title:
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WAIVER OF PRIOR HEARING CERTIFICATION
The undersigned acknowledges that, subject only to the default notices and cure periods
expressly provided for in the above License, the above License authorizes and empowers
Licensor, without the undersigned receiving any prior notice or any prior hearing in anv court, to
cause the entry of judgments against the undersigned for possession of the leased premses and
immediately thereafter, without the undersigned receiving anxprior notice or anv prior hearing
in anv court, to exercise post judgment enforcement and execution remedies (which may include,
without limitation, removal of the undersigned from the leased premises bylaw enforcement
officers).
The undersigned acknowledges that it has agreed to waive its rights to a prior notice and
hearing under the Constitution of the United States, the Constitution of the Commonwealth of
Pennsylvania and all other applicable state and federal laws, in connection with Licensor's ability
to cause the entry of judgments against the undersigned and immediately thereafter exercise
Licensor's post judgment enforcement execution remedies The undersigned has discussed the
legal impact of this waiver with its independent counsel, and the undersigned acknowledges that
it has freely waived such rights..
Printed Name/Title:
Dated: N~ ~ , 2002
OLD CO ~. F CIAL, LLC
gy; ,its
Managi Member
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EXHIBIT A
Plan of Premises
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Exhibit A
TERM COMMENCEMENT AGREEMENT
THIS AGREEMENT made as of February 12, 2003, between the following parties
("Landlord" and "Tenant", respectively):
LANDLORD: Keystone Operating Partnership, L.P.
TENANT: Old Cornerstone Financial, LLC
A. By lease dated December 16, 2002 (the "Lease"}, Landlord leased to Tenant certain
premises described in the Lease (the "Premises").
NOW, THEREFORE, Landlord and Tenant agree as follows:
The Commencement Date of the Lease is February 1, 2003.
2. Nothing in this Term Commencement Agreement is intended to change or modify
the rights of the parries under the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Term Commencement
Agreement to be executed as of the date first above written.
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PROP T TRU ,its general partner
B y: Name:
. BUTTE
Title: ~ ~f ~
TENANT
OLD CORNERSTONE CIAL, L
By: Name:
Title: e~ - C~l~
Ex~,~bif 13
Exhibit B:
Default Letters
PHDA~'A 1440273 1
VIA OVERNIGHT PRIORITY MAIL
November 11, 2005
Old Cornerstone Financial, LLC
c/o CRESA Partners
150 South 5u` St.
Suite 3200
Minneapolis, MN 55402
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter lid., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $14,442.75. This sum consists of the following items:
1. Rent:
Month
October
November
2. Interest:
INTEREST pursuant to 9[ 5_2 of the
Lease (Accrued through November 11,
2005)
TOTAL AGGREGATE AMOUNT OWED
Amount
$6,550.00
$6,550.00
Amount
$1,342.75
$14,442.75
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased PreiYUSes is hereby terminated as of and upon the expiration of said ten (10) day
period.
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT.
A.
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Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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.. VIA OVERNIGHT PRIORITY MAII.
December 1, 2005.
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), .concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $14,442.75. This sum consists of the following items:
1. Rent:
Month
November
December
2. Interest:
INTEREST pursuant to q 5_2 of the
Lease (Accrued through November 11,
2005)
TOTAL AGGREGATE AMOUNT OWED
Amount
$6,550.00
$6,550.00
Amount
$1,342.75
$14,442.75
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
ternunate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
ProLogis • 4900 bitter Road, Suite 222 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 780-2286
Unless the. Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
.. made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY Ja'ULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
_ WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS TINDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE ~ TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT.
c?~
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
~- - Mechanicsburg, PA 17055.
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V1A OVERNIGHT PRIORITY MAII.
December i2, 2005
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone~.Financial, is in+default under that certain Lease Agreement,
dated. December 16, 2002 (the `°Leasee"), conceirning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the .Landlord under the Lease as
of the date hereof is $8,395.39. This sum consists of the following items:
1. Rent: December
Month
Amount
$6,550.00
2. Interest: INTEREST pursuant to ~ 5_2 of the Lease
(Accrued through December 11, 2005)
3. Additional Rent: Billed 11/19/05: Enginuity -Unclog Drain
TOTAL AGGREGATE AMOUNT.OWED
Amount
$1,737.39
Amount
$108.00
$8,395.39
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to .
terminate the Tenant's right of possession in and to the Premises without. terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
ProLogis • 4900 Ritter Road, Suite 222 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WII,L
WAIVE THE LANDLORD'S RIGHT TO TERMINATE, THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS THE LANDL ~ U~POSSFSSIONRIN EXCHANGEN FOR RECEIV~G
THE TENANT'S
PARTIAL PAYMENT.
~~
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, I.LC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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VIA OVERNIGHT PRIORITY MAIL
December 28, 2005
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old- Cornerstone Fitnancial, is i~ default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address coznmonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $1,409.89. 'This sum consists of the following items:
Month Amount
1. Interest: INTEREST pursuant to ~ 5_2 of the Lease $1,409.89
(Accrued through December 11, 2005)
TOTAL AGGREGATE AMOUN'i' OWED $1,409.89
DEMAND IS HEREBY MACE upon.. the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating- the
`Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby.terminated as of and upon the expiration of said ten (10)-day
period.
Prologis • 4900 Ritter Road, Suite 222 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717790-2286
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT-
~~~
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055.
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VIA OVERNIGHT PRIORITY MAIL
January 16, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Cheste~eld, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $8,357.88. This sum consists of the following items:.
Month Amount
1. Interest: INTEREST pursuant to ~ 5_2 of the Lease $1,807.88
(Accrued through January 11, 2006)
2. Base Rent: JANUARY.2006
$6,SS0.00
TOTAL AGGREGATE AMOUNT OWED $8,357.88
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The .Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
Prol~ogis • 4800 Ritter Road, Suite 222 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THiS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT.
-'~
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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VIA OVERNIGHT PRIORITY MAIL
Mazch 16, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial; is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease."), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $6,877.50. This sum consists of the following items:
Month Amount
1. Interest: INTEREST pursuant to ~ 5_2 of the Lease $327.50
(Accrued through March, 2006)
2. Base Rent: MARCH 2006 $6,550.00
TOTAL AGGREGATE AMOUNT OWED $6,877.50
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating .the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby ternunated as of and upon the expiration of said ten (10) day
period.
Prol.ogis •4900 Ritter Road, Suite 222 • Mechanicsburg Pennsylvania 17055 • Telephone 717790-2285 • Facsimile 717 790-2286
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VIA OVERNIGHT PRIORITY MAIL
Apri125, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $7,221.38. This sum consists of the following items:
Month Amount
1. Interest: INTEREST pursuant to q 5_2 of the Lease $671.38
(Accrued through April, 2006)
2. Base Rent: APRIL 2006 $6,550.00
TOTAL AGGREGATE AMOUNT OWED $7,221.38
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
ProLogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsim8e 717 790-2286
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THLS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT.
~~ t
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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VIA OVERNIGHT PRIORITY MAIL
May 16, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $7,582.45. This sum consists of the following items:
Month Amount
1. Interest: INTEREST pursuant to ~ 5_2 of the Lease $1,032.45
(Accrued through May, 2006)
2. Base Rent: MAY 2006 $6,550.00
TOTAL AGGREGATE AMOUNT OWED $7,582.45
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
ProLogis • 4900 Ritter Road, Suite 222 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717790-2286
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO 'TERMINATE TAE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS THE LANDLORD O PO SESSIONRIN SE CHANGE FOR RECEIVI~NEG
THE TENANT'S RIGHTS
PARTIAL PAYMENT.
~-
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
O!d Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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VIA OVERNIGHT PRIORITY MAIL
June 12, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Brace Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lase as
of the date hereof is $7,961.57. This sum consists of the following items:
Month Amount
1. Interest: INTEREST pursuant to ~ 5_2 of the Lease $1,411.57
(Accrued through May, 2006)
2. Base Rent: MAY 2006 $6,550.00
TOTAL AGGREGATE AMOUNT OWED $7,961.57
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
ProLogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERNIINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THLS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT.
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Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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VIA OVERNIGHT PRIORITY MAIL
July 17, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
'The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $8,359.65. This sum consists of the following items:
Month Amount
1. Interest: IlVTEREST pursuant to q 5_2 of the Lease $1,809.65
(Accrued through July, 2006)
2. Base Rent: MAY 2006 $6,550.00
TOTAL AGGREGATE AMOUNT OWED $8,359.65
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
ProLogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
~ • ,
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOIJNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS TH TLS RIGHTS OF POSSESSION IN~EXCHANGE FOR RECEIVING
THE TENA
PARTIAL PAYMENT.
... ~ Z~~~
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub 4
Old Cornerstone Financial; ),L.C
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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VIA OVERNIGHT' PRIORITY MAII.
August 16, 2006
Old Cornerstone Financial, LLC
' 714 Spirit 40 Pazk Dr.
Suite 140
Cheste~eld, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $8,777.63. This sum consists of the following items:
Month ``~mOant
IlVTEREST ursuant to ~ 5_2 of the Lxase $2,227.63
1. Interest: P
(Accrued through August, 2006)
2. Base Rent: AUGUST 2006
$6,550.00
TOTAL AGGREGATE AMOUNT OWED $8,777.63
DEMAND LS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
ProLogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
Unless the Total Aggregate Amount Owed is pai
made upon the Tenant to surrender possession
expiration of said ten (10) day period.
d within ten (10) days demand is hereby
of the Premises immediately upon the
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
tJNI,ESS THE LANDLORD .EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT.
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Name: Eileen Rentscliler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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VIA OVEILNIGHT PRIO1tTTY MAIL
September 19, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
ChesterFeld, MO 63005
Attention: Mr. Brice Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is $9,241.51. This sum consists of the following items:
Month ~O~t
1. interest: IIVTEItEST pursuant to q 5_2 of the Lease (Accrued through $2,666.51
September, 2006)
2. Base Rent: SEPTEMBER 2006 $6,550.00
3. Bank Charge: SEPTEMBER 2006 NSF Bank Charge $25.00
TOTAL AGGREGATE AMOUNT OWED $9,241.51
DEMAND- IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease; and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period.
Prol_ogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
O~,y FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERMINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS THE LA~GHTS O~PO 3FSSION INE EXCHANGE FOR RECEIVING
THE TENANT'S RI
PARTIAL PAYMENT.
f~~?
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 1'7055
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--....
The Global O/stributlon Solution
~~
gankof Americ i ~'
I~
DATE: 09-07-2006
MISSOURI RETU' ITEMS
P.O. BOX 2518
HOUSTON, TX 77252-2518
DEERFIELD PROPERTY TRUST
LOCKBOX/ PROLOGIS
ATTN: CASH MANAGEMENT
4545 AIRPORT WAY
DENVER CO 80239-0000
DEAR VALUED CUSTOMER:
SEP 1 81006
WE HAVE BEEN NOTIFIED BY FIRST DATA CORPORATION
THAT AN ITEM DRAWN ON THEIR BANK AND DEPOSITED TO YOUR ACCOUNT
00000003756239122, WILL BE RETURNED TO BANK OF AMERICA UNPAID.
UPON RECEIPT OF THE ITEM, WE WILL CHARGE YOUR ACCOUNT FOR THE AMOUNT
OF THE ITEM SHOWN BELOW AND RETURN IT TO YOU UNLESS YOU HAVE AN
AGREEMENT WITH US FOR SPECIAL HANDLING OF RETURNED DEPOSITED ITEMS.
THE INFORMATION WE HAVE REGARDING THIS ITEM IS AS FOLLOWS:
ITEM AMOUNT:
DATE DEPOSITED:
DEPOSIT AMOUNT:
CHARGE TO ACCOUNT NUMBER:
STORE NUMBER:
WRITTEN BY:
PAYEE NAME
RETURN REASON:
$6,550.00
09-01-2006
$150,788.85
3756239122
13957
OLD CONERSTONE FINANCIAL LLC
KEYSTONE OPERATING PARTNERSHIP LP
STOP HIT
IF SOU HAVE QUESTIONS OR NEED ADDITIONAL INFORMATION, PLEASE CONTACT
OUR CUSTOMER SERVICE REPRESENTATIVES AT 1-800-432-1000
THANK YOU FOR CHOOSING BANK OF AMERICA.
SINCERELY,
RETURN ITEMS DEPARTMENT
BANK NUMBER: 722
CONTROL NUMBER.: 010-000574406 Z
00-17-1484NSB 6-2001
r
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The Gioba/ pistribution Solution
VIA OVERNIGHT PRIORITY MAII.
October 16, 2006
Old Cornerstone Financial, LLC
714 Spirit 40 Park Dr.
Suite 140
Chesterfield, MO 63005
Attention: Mr. Bruce Crittenden
NOTICE AND DEMAND
The Tenant, Old Cornerstone Financial, is in default under that certain Lease Agreement,
dated December 16, 2002 (the "Lease"), concerning the premises at the address commonly
known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:.
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the date hereof is' $9,241.51. This sum consists of the following items:
Month Amount
1. Interest: IIVTEREST pursuant to ~ 5_2 of the Lease (Accrued through $3,128.59
October, 2006)
2. Base Rent: OCTOBER 2006 $6,550.00
3. Bank Charge: SEPTEMBER 2006 NSF Bank Charge $25.00
TOTAL AGGREGATE AMOUNT OWED $9,241.51
DEMAND IS HEREBY MADE upon the Tenant to pay the Total Aggregate Amount
Owed.
The Tenant is further notified that unless all defaults stated above are cured within ten (10)
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said ten (10) day
period..
Prol.ogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2288
Unless the Total Aggregate Amount Owed is paid within ten (10) days demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said ten (10) day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT TO TERNIINATE THE TENANT'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THLS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPRESSLY AGREES, IN WRITING, TO CONTINUE
THE TENANT'S RIGHTS OF POSSESSION IN EXCHANGE FOR RECEIVING
PARTIAL PAYMENT.
~~
Name: Eileen Rentschler
Title: Authorized Representative
Copy to: R. Knaub
Old Cornerstone Financial, LLC
4900 Ritter Rd., Ste. 103
Mechanicsburg, PA 17055
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The Global Distribution So/ullon
January 18, 2007
Ms. Anne Quinn
Old Cornerstone Financial LLC
PO Box 26396
St. Louis Park, MN 55426
RE: Old Cornerstone Financial LLC -Harrisburg Business Center #~9
Past Due Amount
Dear Ms. Quinn:
Our current records indicate that the following.amounts for January 2007 rent is now
past due. Jn addition, late fees have been assessed on this rent charge for January 2007. The
late fees are now due.
Desc_ Amount Outstanding
November 2006 Base Rent - 11/01/2006 $6550.00
Late Fee - 01/18/2006 $327.50
Total: $6877.50
Rental payments are due by the first of each month, and a late fee is assessed if
received after this date in accordance with your lease agreement. Your assistance in
resolving this matter is greatly appreciated. If you have any questions, please contact me at
717-790-2285 at your earliest convenience. If you have submitted payment, please disregard
this notice.
Sincerely,
.~
~~
Amy Urich
Property Manager
CC: Mr. Mark Shepherd
ProLogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
• '.
,~ ~
' ! ~ Invoice
Deerfield Property Tru~_
13957 Collection Center Drive n00409 -103 - oldcom
Chicago, IL 60693 Account: pe
Date: 01 /18/07
Payment:
Old Cornerstone Financial Inc.
.4900 Ritter Road
Mechanicsburg, 17236
late fee
Date Description Charges Balance
01 /18/07 Late Charge Jan2007 nonpayment rent 327.50 327.50
Invoice Amount
327.50
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The Global Distribuflon SoJufion
February 2, 2007
Ms. Anne Quinn
Old Cornerstone Financial LLC
PO Box 26396
St. Louis Park, MN 55426
RE: Old Cornerstone Financial LLC -Harrisburg Business Center #9
Past Due Amount
Dear Ms. Quinn:
Per our conversation yesterday, the following amounts are due to ProLogis as of
today:
DeSCrIDtiOII
December 2006 Base Rent
January 2007 Base Rent
January Late Fee
February 2007 Base Rent
Amount Outstanding
$6,550.00
$6,550.00
$ 327.50
$6,550.00
Total: $19,977.50
Rental payments are due by the first of each month, and a late fee is assessed if
received after this date in accordance with your lease agreement. Your assistance in
resolving this matter is greatly appreciated. If you have any questions, please contact me at
717-790-2285 at your earliest convenience.
Sincerely,
Z~~--~i
Amy Urich
Associate Property Manager
CC: Mr. Mark Shepherd
ProLogis • 4900 Ritter Road, Suite 150 • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile 717 T90-2288
i~'i'~
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The G/obai Disfrlbatfon Solution
Ms. Anne Quinn
Old Cornerstone Financial LLC
PO Box 26396
St. Louis Park, MN 55426
February 15, 2007
RE: Old Cornerstone Financial LLC -Harrisburg Business Center #9
Past Due Amount
Dear Ms. Quinn:
The following amounts are due to ProLogis as of today:
Description
9/18/06 Non-sufficient fund fee
December 2006 Base Rent
January 2007 Base Rent
January Late Fee
February 2007 Base Rent
February Late Fee
Amount Outstanding
$25.00
$6,550.00
$6,550.00
$ 327.50
$6,550.00
$ 327.50
Total: $20,330.00
Rental payments are due by the first of each month, and a late fee is assessed if
received after this date in accordance with your lease agreement. Your assistance in
resolving this matter is greatly appreciated. If you have any questions, please contact me at
717-790-2285 at your earliest convenience.
Sinc rely,
.. ~_/~-.
Amy Urich
Associate Property Manager
CC: Mr. Gregory Azar, ProLogis
Mr: Mark Shepherd, Old Cornerstone Financial
Mr. Bruce Crittenden, Old Cornerstone Finanacial
ProLogis • 4900 Ritter Road • Mechanicsburg Pennsylvania 17055 • Telephone 717 790-2285 • Facsimile T17 790-2286
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The Global DlsUlbudoo Solution
February 23, 2007
Mr. Bruce Crittenden
OLD CORATERSTONE FINANCIAL LLC
714 Spirit 40 Park Drive
Suite 140
Chesterfield, MO 63005
NOTICE AND DEMAND
The .Tenant, Old Cornerstone Financial LLC, is in default under that certain Lease
Agreement, dated December 16, 2002 (the "Lease"), concerning the premises at the address
commonly known as 4900 Ritter Rd., Mechanicsburg, PA (the "Premises").
The Tenant's defaults consist of the following items:
Failure to Pay Rent. The total amount due from Tenant to the Landlord under the Lease as
of the-date hereof is $20,657.50. This sum consists of the following items:
Month Amount
September Base Rent $ 6,550.00
September Late Fee $ 327.50
NSF Charge for September's bounced check. $ 25.00
ranuary Base Rent $ ~ 6,550.00
_ _ - -- _ _ _ 327.50
February Base Rent $ 6,550.00
February Late Fee ~ $ 327.50
TOTAL AGGREGATE AMOUNT OWED $2O,GS7.5O \
\ ~----
DEMAND IS HEREBY MADE upon the Tenant to .pay the Total Aggregate Amount
Owed.
ProLogis • 4900 Ritter Road • Mechanicsburg PennsyMania 17055 • Telephone 717 790-2285 • Facsimile 717 790-2286
The Tenant is further notified that unless all defaults stated above aze cured within (10) ten
days after the date of service of this Notice and Demand, the Landlord hereby elects to
terminate the Tenant's right of possession in and to the Premises without terminating the
Tenant's liability and obligations under the Lease, and Tenant's right of possession in and to
the Leased Premises is hereby terminated as of and upon the expiration of said (10) Ten day
period.
Unless the Total Aggregate Amount Owed is paid within (10) ten days, demand is hereby
made upon the Tenant to surrender possession of the Premises immediately upon the
expiration of said (10) ten day period.
ONLY FULL PAYMENT OF THE TOTAL AGGREGATE AMOUNT OWED WILL
WAIVE THE LANDLORD'S RIGHT ~O TERMINATE THE TENAN'T'S RIGHT OF
OBLIGATIONS UNDER THE LEASE AND UNDER THIS NOTICE AND DEMAND,
UNLESS THE LANDLORD EXPPOSSESS ONRIN EXCHANGE FOR RECEIVING
THE TENANT'S RIGHTS O
PARTIAL PAYMENT.
Name• ~
Title: • Authorized entative
cc: Mr. Robert Knaub -Old Cornerstone Financial LLC
Mr. Paul Loosmann - Sr. V.P., ProLogis
Ms. Krista Landerholm -Legal Counsel, ProLogis -
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~~ ~~Schnader
ATTORNEYS A T L A W
Michael J. Barrie
Direct Dia1215-751-2529
Duect Fax 215-972-7669
E-mail: mbarrie@scbnader.com
VIA CERTIFIED MAIL.
RETURN RECEIPT REQUESTED
Old Cornerstone Financial, LLC
4900 Ritter Road, Suite 103
Mechanicsburg, PA 17055
16U0 IdARKET STREET SUITE 36UD
PHILADELPHIA. PA 19103-7286
215.751.2000 PAx 215.751.2205 schnader.com
March 22, 2007
Re: Leased Premises: 4900 Ritter Road, Suite 103
Mechanicsburg, Pennsylvania
Landlord: Prologis Six Rivers Limited Partnership, with respect to its
Deerfield Business, a Delaware services limited partnership
Tenant: Old Cornerstone Financial LLC
Dear Sir or Madam:
We represent your landlord ("Landlord") under that certain Agreement of Lease
dated as of December 16, 2002 ("Lease") and by and between Landlord and Old Cornerstone
Financial, LLC ("Tenant") for the leased premises referenced above ("Premises").
NOTICE OF CONTINUED DEFAULT IS HEREBY GIVEN under the Lease for
Tenant's failure to pay certain amounts due as of March 15, 2007 in the aggregate amount of
$20,657.50 (the "Arrearage").
In light of your failure to cure the Arrearage, please take further NOTICE that,
pursuant to Section 19.2 of the Lease, the Lease shall remain in effect and Tenant shall continue
to be responsible for all obligations due to Landlord thereunder. Landlord hereby reserves its
rights to exercise any and all of the other remedies available to Landlord under the Lease, as well
as any other remedies available to Landlord at law or in equity to collect not only the Arrearage,
but all other amounts due and/or becoming due under the Lease as well as reasonable attorneys'
fees and costs.
Nothing herein, nor any action taken by a Landlord in furtherance hereof, shall be
construed as an act constituting acceptance by Landlord of your abandonment of the Premises so
as to constitute surrender of the Premises or a termina4ion of the Lease. To the contrary,
Landlord continues to hold you responsible for performance of all of your obligations under the
Lease, in accordance with paragraph 19.2 of the Lease.
Schnader Harrison Segal & Lewis LLP PHDATA1429929_1
NEW YORK PENNSYLVANIA CALIFORNIA WASHINGTON, DC NEW JERSEY DELAWARE
•S.cvhnader
'ATTORNEYS AT LAW
Old Cornerstone Financial, LLC
March 22, 2007
Page 2
Should you have any questions regarding this notice, please have your counsel
contact the undersigned at the above-listed address and telephone number.
Very truly yours,
ae17. Barrie
For SCHNADER HARRISON SEGAL & LEWIS LLP
cc: Mr. Bruce Crittenden (via certified mail, return receipt requested)
Ms. Anne Quinn (via certified mail, return receipt requested)
Barry E. Bressler, Esquire
bcc: Krista A. Landerholm, Esquire (via email)
Mr. Gregory Azar (via email)
Ms. Amy Urich (via email)
PHDATA 1429929_1
Schnader Harrison Segal & Lewis ~~P
^ Complete items 1, 2;'~rfd 3-Rtso-t;amp~ete -
item 4 if Restricted Delivery is desired.
^ Print your name;~d a~Sdr.~gtbr~.tis~I~H,~9~'"3
so that we can return the card to you.
^ Attach this card to the back of the mailpiece,
or on the front if space permits.
1. Article Addressed o: ,
Mr. Bruce G~rittenden
Old Cornerstone Financial LLC
714 Spirit 40 Park Drive
Suite 140
f' ld MO 63005.
Chester ie , s Service Type
2. Article
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Old Cornerstone Financial LLC
4900 Ritter Road, Suite 103
Mechani~rrr~burg, PA 17055
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^ Complete items a, 2, and 3. Also complete
item 4 if Restricted Delivery is desired.
^ Print your name and address on the reverse
so that we can return the card to you.
^ Attach this card to the back of the mailpiece,
or on the front 'rf space permits.
1. Article Addressed to:
Ms. Anne Quinn
Old Cornerstone Financial LLC
PO Box 26396
St. Louis Park, MN 55426
A:. R~~ by G ease rJnt Clesrty) B. D t
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709934000'01655:497108
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone) Attorneys for ProLogis Six Rivers
(215) 751-2205 (facsimile) Limited Partnership
PROLOGIS SIX RIVERS LIMITED ) COURT OF COMMON PLEAS
PARTNERSHIP, a Delaware limited ) OF CUMBERLAND COUNTY,
partnership, ) PENNSYLVANIA
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
CIVIL ACTION -Law
Plaintiff, ) ~~
` ~
~~~
U
.,
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant. )
AFFIDAVIT REGARDING AVERMENT OF DEFAULT
COMMONWEALTH OF PENNSYLVANIA
ss.
COUNTY OF CUMBERLAND
I, Sally Hutchinson, being duly sworn in accordance with the law, hereby depose and say:
I am employed as a Regional Manager of an affiliate of ProLogis Six Rivers
Limited Partnership, plaintiff in the above-captioned action and, as such, am authorized by the
plaintiff to issue this affidavit on its behalf.
PHDATA 1440273_1
2. Among the obligations imposed upon the Defendant under the Lease is the
obligation to make certain payments to Landlord. Specifically, Paragraphs 1.2 and 5.1 of the
Lease require the Defendant to pay Landlord annual base rent in equal monthly installments
(plus any applicable late fees under Paragraph 5.2 of the Lease) ("Rent") as follows:
Month Annual Base Rent Monthly Rent Amount
1-2 Free $0.00
3-62 $78,600 $6,550
3. Defendant is in default under the Lease because of, among other things, its failure
to pay when due the Rent for each of the months of September 2005, October 2005, November
2005, December 2005, January 2006, February 2006, March 2006, Apri12006, May 2006, June
2006, July 2006, August 2006, September 2006, October 2006, November 2006, January 2007,
February 2007, and May 2007 and other sums due under the Lease, all as itemized in paragraph
5 below.
4. Upon an Event of Default, Paragraph 1 of the Rider appended to the Lease
provides that any attorney of any court of record may appear on behalf of the Defendant and
confess judgment in ejectment against the Defendant (and all persons claiming through or under
the Defendant) for the recovery of possession of the Leased Premises.
5. As of May 10, 2007, the following amounts were due and owing but unpaid under
the Lease.
Base Rent $26,200.00
Late Charges .................................................. 1,310.00
NSF Charge .................. 25.00
(Less) Security Deposit ................................. ($6,550.00)
TOTAL: $20,985.00
........................................................
2 PHDATA 1440273_1
..
6. None of the above amounts have been paid.
Sally Hut inson
Sworn to and subscribed
before me this day
of May, 2007.
Notary Public
NOTARIAL 8EAl
BHEIIA M MARTIN
Notary Public
~R ALLEN tvr-, cuMdER1.Mq
flAy Commlaion Expirss Nw 1R• ZOlO
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Exhibit A:
Lease
PHDATA 1440273_1
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OFFICE LEASE FOR
OLD CORNERSTONE FINANCIAL, INC.
Premises: 4900 Ritter Road, Suite 103
Mechanicsburg, Pennsylvania
ASC:901613.3/AME285-141885
,_ ~.
TABLE OF CONTENTS
Page
Article
..........1
. ..........
..............................
i ..........
1. ons ...............................
Reference Data and Defimt
...................3
2. • ........................................
Demise of Premises .................................................. .
... .....................4
3. . ............
Possession ........................................................................................
.. .. ......... .........5
4. Term ................................................... ........................ ...............
5. Base Rent ................................................................................~~...................... .....................8
Additional Rent for O eratin Ex enses and Real Estate Taxes ..............
.......9
..............
6. No
.. .....................9
7.
...........
Common Areas ......................................................
.............9
g,
.............:..................
Use• Compliance With Law ...........................................
.........
...........11
9,
.
Alterations and Tenant's Property .................................................................
.........
..........11
10. Repairs and Other Work ...............................................................................:
..... .....
..... ....................12
11.
.............................................
Liens .............................................................
..................12
12. Subordination ................................................................................................ ..
............13
13. Inability to Perform ....................................................................................... ........
.................13
14. Dest= ................................................................................. .............. ....
....... .....................15
15. Insurance ..................................................... ........ ......................
............16
16. Eminent Domain ........... ........................................................... ............. .........
.....17
.
17. Assig~ment• Subleasin~ ............................................................................... .
..............
...... .....................19
18. Utilities and Services ............................
: ................19
19. ..............
Default. ...................................................................................... .....
...........22
20. Insolvenc~or Bankruptcy ...............................................:........................... ...........
22
21. Fees and Ex~enses• Indemnity; Payment .................................................... ......................
............23
22.
........................................
Access to Premises ..............................................
..........
.................24
23. Notices ........................................................................................................ .....
DSC:901613.3/AME285-141885 " i "
........................24
.
24. o aiver .................................................................................... .............
................24
25. Tenant's Certificates .....................................................................
....................
..
.............25
26. Rules and ReQtllations ................................................................ ..........................
....................25
27. Tenant's Taxes ............................................................................ ...................
.............25
28. Tenant's Comnetitors ................................................................. ..........................
.......................25
29. Miscellaneous ............. .................................. .....................
'~I ................
RIDER
E_
A -Floor Plan Depicting Premises
B -Work Letter
C - Form of Term Commencement Agreement
D. -Specification for Cleaning and Janitorial Services
DSC:9p1613.3/AME285-141885 - 11 -
AGREEMENT OF LEASE
AGREEMENT OF LEASE (the "Lease") made as of the ~ day of December, 2002
between KEYSTONE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the
"Landlord"); and OLD CORNERSTONE FINANCIAL, LLC, a ~"< < 55oux ~ limited liability
company.
Landlord and Tenant agree as follows:
1. Reference Data and Definitions. The following sets forth some of the basic lease
information and definitions used in this Lease:
1.1 "Additional Rent" shall mean all sums (exclusive of Base Rent) payable
by Tenant to Landlord under this Lease.
1.2 "Base Rent" shall mean the Annual Base Rent payable for each Lease
Year during the Initial Term, the Base Rent is set forth below:
Month Annual Base Rent Monthly Installment of
Annual Base Rent
1 _ 2 Free
3 - 62 $78,600.00 $6,550.00
1.3 "Broker" shall mean CRESA Partners.
1.4 "Building" shall mean the building located at 4900 Ritter Road,
Mechanicsburg, Pennsylvania.
1.5 "Commencement Date" shall have the meaning set forth in Section 4.1.
1.6 "Common Areas" shall mean toilets, trash facilities, stairs, public lobbies,
corridors and parking areas provided for the non-exclusive use of tenants of the Building, and
driveways, walkways, grounds and landscaping servicing the Project.
1.7 "Concession Costs" shall mean Costs such as construction allowances,
rent concessions, moving expenses, takeover obligations and other similar inducements, incurred
in leasing, subleasing or assigning a lease or this Lease.
1.8 "Excess Assignment Consideration" shall mean an amount, if any, equal
to: (A) the consideration whenever paid by any assignee for the assignment, less (B) Tenant's
cost of improvements made or paid for by Tenant to satisfy the needs of the assignee, and legal
fees, leasing commissions and Concession Costs, reasonably incurred by Tenant in connection
with such assignment.
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1.9 "Excess Sublease Rent" shall mean an amount, if any, equal to: (A) (i) all
(~~)
rent or other consideration paid to Tenant by'any subtenant, for and during each month less tt
the portion applicable to such month (when amortized from the date such subtenant commences
to pay rent over the remaining term of the sublease, exclusive of any renewals or extensions) of
Tenant's costs of improvements made or paid for by Tenant to satisfy the needs of the subtenant,
and legal fees, leasing commissions and Concession Costs reasonably incurred by Tenant in
connection with such subletting, less (B) (i) the Monthly Installment of Base Rent for such
month plus (ii) such other rent or consideration attributable to such month, which would
otherwise be required to be paid by Tenant to Landlord. In determining the amount of Excess
Sublease Rent with respect to a sublease for less than all of the Premisest of this Section 1.9
Monthly Installment of Base Rent to be deducted pursuant to clause ~B)(')
shall be determined by multiplying the then applicable square foot rate of the Monthly
Installment of Base Rent by the area of the portion of the Premises which has been sublet.
1.10 "Guarantor" shall mean N/A.
„ ~~
1.11 Holidays shall mean the days observed as holidays by the United States
government, or the state government of the State in which the Building is located.
1.12 "Landlord" shall mean the Landlord named on page 1 of this Lease or any
subsequent owner of such Landlord's interest in the Property.
1.13 "Landlord's Address":
c/o Keystone Realty Services, Inc.
200 Four Falls Corporate Center
Suite 208
West Conshohocken, Pennsylvania 19428
1.14 "Landlord's Work" shall mean the work to be performed by Landlord and
described on the Work Letter annexed as Exhibit B to this Lease.
1.15 "Lease Interest Rate" shall mean the lesser of (A} 400 basis points in
excess of the Prime Rate in effect from time to time or (B) the maximum amount or rate~that
lawfully maybe charged in the circumstances, if such a maximum exists.
1.16 "Lease Taxes" shall mean any tax, assessment, levy or other charge (other
than any income tax) by any federal, state or local law now or hereafter imposed directly or
indirectly upon Landlord with respect to this Lease or the value thereof, or upon Tenant's use or
occupancy of the Premises, or upon the Base Rent, Additional Rent or any other sums payable
under this Lease or upon this transaction.
1.17 "Operating Expenses" shall have the meaning set forth in Section 6.1.1.
1.18 "Ordinary Business Hours" shall mean from 7 a.m. to 10 p.m., Monday
through Friday, and 9 a.m. to 1 p.m. Saturday, with Holidays excepted.
1.19 "Permitted Use" shall mean only use for office and ancillary purposes.
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_,___ _. _
.... .. _.
1.20 "Premises" shall mean the area refereed to as Suite 103 containing 4,727
usable square feet located within the Building and depicted on the floor plan annexed to this
Lease as Exhibit A (the "Floor Plan").
1.21 "Prime. Rate" shall mean the rate of interest announced from time to time
by Wachovia Bank, N.A. or its successor as its prime rate or, if such rate is discontinued, such
comparable rate as Landlord reasonably designates by notice to Tenant.
1.22 "Property" shall mean the Building together with the pazcel of-land and all
appurtenances thereto on which the Building is located. .
1.23 "Rent" shall mean Additional Rent and Base Rent, collectively.
1.24 "Rent Commencement Date" shall mean the date which is two (2) months
after the Commencement Date.
1.25 "Rentable Area of the Premises" shall mean 5,240 squaze feet.
1.26 "Rentable Area of the Building" shall mean 55,574 square feet.
1.27 "Security Deposit" shall mean $6,550.00.
1.28 "Substantially Complete" or "Substantially Completed" or similar phrases
shall have the meaning set forth in the Work Letter.
1.29 "Target Delivery Date" shall have the meaning set forth in Section 3.2.
1.30 "Tenant" shall mean the Tenant named on page 1 of this Lease and such
person's permitted successors and assigns, subject to the provisions of this Lease.
1.31 "Tenant's Address" shall mean the Premises after the Commencement
Date and, prior to the Commencement Date, shall mean:
c/o CRESA Partners
150 South 5th Street
Suite 3200
Minneapolis, Minnesota 55402
1.32 "Term" shall mean the 62 month period commencing on the
Commencement Date and terminating on the last day of the 62nd month following the
Commencement Date.
1.33 "Usable Area of the Premises" shall mean 4,727 square feet
2. Demise of Premises.
2.1 The Premises. Subject to the terms of this Lease, Landlord leases to
Tenant and Tenant leases from Landlord the Premises, together with the right ofnon-exclusive
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use of the Common Areas including, without limitation, the non-exclusive use of approximately
45 parking spaces at no additional charge.
2.2 Expansion Right.
2.2.1 Provided Tenant is not then in default under this Lease beyond any
applicable cure or grace period, Tenant shall have the rights set forth in this Section 2.2 to lease
the Expansion Space. The term "Expansion Space" shall refer to space within the Building
labeled as "Expansion Space" on the Floor Plan.
2.2.2 In the event that Landlord shall desire to market the Expansion
Space to prospective tenants, Landlord shall first give written notice (the "Leasing Notice") to
Tenant notifying Tenant of such intention and specifying the terms pursuant to which Lannl~e
intends to market the Expansion Space (collectively, the "Expansion Lease Terms"). Up
giving of a Leasing Notice by Landlord, Tenant shall thereupon have an option (the "Expansion
Option"), exercisable by notice (an "Acceptance Notice") niter iint Lan amendmenttto this Lease
(10) days after Tenant's receipt of the Leasing Notice, to
with Landlord whereby Tenant leases the Expansion Space on the Expansion Lease Terms or
such other terms Landlord and Tenant may agree to. In the event Tenant does not exercise its
option as aforesaid, then (i) Landlord shall have the right to lease the Expansion Space on such
terms~as Landlord may elect to any tenant which, on a cumulative basis, result in an economic
benefit to Landlord equal to not less than ninety percent (90%) of the cumulative economic
benefit Landlord would have received under the Expansion Lease Terms and (ii) Tenant shall
have no further rights or claims as to the Expansion Space. Notwithstanding the foregoing,
Tenant's right under this Section to lease the Expansion Space shall be reinstated in the event that
either (x) notwithstanding Landlord's marketing efforts, Landlord has not entered into a lease for
the Expansion Space with another tenant on such terms as are permissible under clause (i) of the
immediately preceding sentence within twelve (12) months after the-date of Landlord's Leasing
Notice, or (y) Landlord proposes to lease the Expansion Space on terms which, on a cumulative
basis, would result in an economic benefit to Landlord of less than ninety percent (90%) of the
cumulative economic benefit Landlord would have received under the Expansion Lease Terms.
2.2.3 On the commencement date applicable to the Expansion Space, the
Expansion Space shall become part of the Premises (subject to the terms and conditions to
which Landlord and Tenant have agreed).
3. Possession.
3.1 Improvements to Premises. The Premises will be improved by Landlord
as provided in Exhibit B to this Lease (the "Work Letter"). The Work Letter sets forth the
obligations and responsibilities ofLandlord for the performance of Landlord's Work. Landlord
shall use diligent efforts to substantially complete Landlord's Work prior to the Target Delivery
Date. Except for the improvements to the Premises contemplated by the Landlord's Work,
Tenant agrees to accept the Premises and the Property in their "as is" condition. Tenant's taking
of possession of the Premises shall constitute an acceptance by Tenant of the conditions thereof,
subject to punchlist items.
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3.2 Target Delivery Date. Landlord shall, subject to Article 13, use its
diligence efforts to cause the Landlord's Work to be Substantially Complete on or before January
1, 2003 (the "Target Delivery Date"}.
4. Term.
4.1 Commencement Date. The Term of this Lease shall commence on the
Commencement Date. The "Commencement Date" shall refer to the earlier of (i) the date
Tenant takes occupancy of the Premises for the Permitted Use or (ii} the date on which the
Landlord's Work is Substantially Completed; provided, if Substantial Completion of the
Landlord's Work is delayed as a result of a Tenant Delay (as defined in Section 4.4), then the
date determined pursuant to clause (ii) shall be the date that Landlord would have Substantially
Completed the Landlord's Work in the absence of any Tenant Delay. If for any reason Landlord
cannot deliver possession of the Premises to Tenant by the Target Delivery Date, including
without limitation, because the Landlord's Work is not Substantially Complete on or before such
date, then the validity of this Lease and the obligations of Tenant under this Lease shall not be
affected, except that the Commencement Date will be the date on which Landlord delivers
possession of the Premises to Tenant with the Landlord's Work Substantially Complete, and such
postponement of the Commencement Date and of Tenant's obligation to pay Rent shall be
Tenant's sole remedy and Tenant shall have no claim against Landlord arising from Landlord's
failure to deliver possession ncement Date, bLandlord and DTenan shall execute ant d deliver the
the occurrence of the Comm
Term Commencement Agreement in the form of Exhibit C to this Lease.
4.2 Rent Commencement Date. Tenant's obligation to pay Rent shall
commence on the Rent Commencement Date. If Tenant takes possession of the Premises prior
to the Commencement Date, such possession shall be subject to the terms of this Lease.
Notwithstanding the foregoing, if Tenant, with Landlord's prior written approval, takes
possession of the Premises prior to the Commencement Date for the limited purpose of
performing improvements to the Premises or installing Tenant's furniture, fixtures, equipment or
other personal property, such possession shall be subject to all of the terms of this Lease,
provided Tenant shall not be required to pay Base Rent or Additional Rent during such period of
occupancy prior to the al utih'ties and services prov ded t Tenantor the Premises duri gethe t
shall pay for the cost of
period of Tenant's possession prior to the Commencement Date.
4.3 Lease Year. Each "Lease Year" shall be the twelve (12) month period
commencing on the Commencement Date.
4.4 Tenant Delay. "Tenant Delay" shall mean any delay in the completion of
the Landlord's Work arising from (i) any change order requested by Tenant after Landlord's
approval of construction plans and specifications which actually causes a delay, (ii) delays in
furnishing materials, services, supplies, labor or components, if any, required to be furnished by
Tenant, (iii) delays caused by the performance of any work or activity in the Premises by Tenant
or any of its agents, employees or contractors, and (iv) any other delay caused by Tenant. In
addition, if Tenant chooses to use ariy non-building standard construction components or finishes
in the Tenant Improvement Work and such items are not readily available in the same time frame
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as building standard components or finishes, any delay caused by obtaining such non-standard
items shall be considered a Tenant Delay.
4.5 Early Termination Rir~ht. T006anhe date so designat d by Tenant is Lease
effective as of any date on or after February 28,
referred to as the "Early Termination Date") provided that (i) Tenant shall have given to
Landlord no later than six (6) months prior to the Early Termination Date so designated by
Tenant, time being of the essence, Tenant's written notice of its inte at toenrmimade toLLandlord
of the Early Termination Date (the "Termination Notice"), and (ii) p ym
within thirty (30) days after the giving of the Termination Notice, time being of the essence, of a
sum equal to the unamortized (as of the Early Termination Date) portion of the cost of
Landlord's Work (as such term is defined in the WorkeLei a al~f es,eand unamortizedalfree rent"
unamortized real estate commissions paid to the Brok g
or rent abatement provided pursuant to this Lease, all as reasonably determined by Landlord (the
"Termination Fee"). The Termination Fee shall be based upon the amortization on a straight-line
basis of such costs over the Initial Term together with interest thereon from the date such costs
are incurred at the rate of eleven percent (11%) per annum. Landlord shall determine and advise.
Tenant of Landlord's calculation of the Termination Fee promptly upon Tenant's written request
for the same. Payment of the Termination Fee shall not relieve Tenant of any of its other
obligations hereunder through the Early Termination Date including without limitation payment
of Rent. If the Termination Notice and Termination Fee are timely received, the Term shall be
deemed to have expired and all other obligations and payments required of either party shall
cease as of the Early Termination Date except those which expressly survive the termination
hereof, and such cancellation shall not relieve either party from liability or obligation accruing
prior to the date of such cancellation. In the event that the Termination Notice and Tesrlnination
Fee are not timely received, this Lease shall continue for the full Term and each party
continue to be responsible for all of its obligations hereunder. Notwithstanding anything .
contained in this Lease, Tenant shall have no right to terminate this Lease pursuant to this
Section 4.5 during any Option Term.
4.6 Renewal Option.
" 4.6.1 Landlo~rdashe for unto ttwo (2) additionalterms(ofthcee (3) yeass on
Option) to extend the Term of th P
each (each, an "Option Term") upon and subject to the terms and conditions set forth in this
Section. The Extension Option shall be exercised, if at all, by written notice (the "Option
Exercise Notice) given to Landlord at least three (3) months prior to the expiration date of the
then applicable Term. If Tenant exercises the Extension Option, each of the terms, covenants
and conditions of this Lease shall apply during such Option Term as though the expiration date
of the Option Term was the date originally set forth herein as the expiration date of the Term,
provided that (i) the Base Rent to be paid during the Option Term shall be the Prevailing Market
Rental, as hereinafter defined, and (ii) the expiration date for the Lease shall become the
expiration date for the Option Term. Anything contained herein to the contrary notwithstanding,
if Tenant is in default beyond any applicable cure period under any of the terms, covenants or
conditions of this Lease either at the time Tenant exercises the Extension Option or at any time
thereafter prior to the commencement date of the applicable Option Term, Landlord shall have,
in addition to all of Landlord's other rights and remedies provided in this Lease, the right to
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terminate the Extension Option upon written notice to Tenant. As used herein, the term
"Prevailing Mazket Rental" for the Premises shall mean the annual basic rental and othdesirin to
monetary payments that Landlord could obtain for the Option Tenn from a third party g
lease the Premises for the Option Term forvements and leasing brokerage commissions expenses
consideration the value of leasehold impro
that Landlord will not be obligated to incur in connection with extending the term of this Lease.
4.6.2 If Tenant timely exercises an Extension Option, Landlord shall
send to Tenant, within ten (10) days after receipt of Tenant's Option Exercise Notice, a notice
setting forth Landlord's designation of thl Prenat nCOM~encenegot ationsto reach a mutually
Option Term. Landlord and Tenant shat p p Y
acceptable determination of the Prevailing Market Rental. If, within Ien (10) days after the
giving of Tenant's Option Exercise Notice, Landlord and Tenant have not agreed upon a
then.by the close of business on the fifth (5th)
mutually acceptable Prevailing Market Rental,
business day following the end of such ten da etRentala If the lowerproposed Prevailing Market
to the other its final proposed Prevailing Mark
Rental last submitted by Landlord or Tenant is at least 95% of the higher proposed Prevailing
Market Rental last submitted by the °th the t ondlo rased Prevailing Market Rental. Ifathet
Rental will be determined by averaging P P
proposed Prevailing Market Rental last sub Liandlord thenthe determinet on of heePre Vail ng
Prevailing Market Rental last submitted by
Market Rental will be determined by the „~atorst selected by the pros ss set forth below) If he
term "Arbitration Panel will mean the azbit
either party fails to timely submit its final proposed Prevailing Mazket Rent to the other as
required above, then the Prevailing Market Rental shall be deemed to be that submitted by the
party who has so timely acted.
4.6.3 Within five (5) business days after the last of Landlord's or
Tenant's proposed Prevailing Market Rental is submitted, each of Landlord and Tenant will
appoint a person who is a licensed Pennsylvania real estate broker or an appraiser who is a
member of the American Institute of Real Estate Appraisers, with not less than five (5) yeazs'
experience in the azea in which the Premises is located (each, an "Arbitrator"). The two (2)
Arbitrators so appointed shall appoint an impartial third Arbitrator, similarly qualified, who has
no business relationship with either Landlord or Tenant, within five (5) days after the
appointment of the last appointed Arbitrator, and shall notify the parties of the identity of such
third Arbitrator. If the two (2) Arbitrators are unable to agree upon a third Arbitrator, either
Landlord or Tenant may, upon not less than five (5) days' written notice to the other party, app1Y
to the American Arbitration Association for appointment of a third similarly qualified Arbitrator.
The three (3) Arbitrators aze referred to in this Lease as the "Arbitration Panel." Within thirty
(30) days after the appointment of the third Arbitrator, the Arbitration Panel shall (i) conduct a
hearing, at which Landlord and Tenant may each make supplemental oral and/or written
presentations, with an opportunity for questioning by the members of the Arbitration Panel and
(ii) select either the Landlord's proposed Prevailing Mazket Rental or the Tenant's proposed
Prevailing Mazket Rental as the Prevailing Market Rental, which designation will constitute the
Prevailing Market Rental for the Option Term. The detenmination of the Arbitration Panel shall
be limited solely to the issue of whether Landlord's or Tenant's proposed Prevailing Market
Rental is closest to the actual Prevailing Market Rental, and the. Arbitration Panel will have no
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right to propose a middle ground or to modify either of the two (2) proposals. The decision of a
majority of the three (3) members of the Arbitration Panel shall be binding upon Landlord and
Tenant. In the event of the failure, refusal or inability of an Arbitrat sh lla a~ an post of thell be
appointed in the same manner as the original Arbitrator. Each party P Y Y
Arbitrator selected by such party and one-half of the cost of the third Arbitrator so selected plus
one-half of any other costs incurred in resolving the disagreement regarding the Prevailing
Market Rental.
4.6.4 If Landlord and Tenant reach agreement regarding the Prevailing
Market Rental, or if the Arbitration Panel determines the Prevailing Market Rental, then the
parties shall execute an amendment to this Lease confirming the terms and conditions applicable
to the Option Term.
4.6.5 If the commencement date of the Option Term is other than on the
first day of a calendar month, then the installment of Base Rent payable on the first day of the
month in which the Option Term commences, as provided for hereinabove, shall be prorated
based on the number of days in such mo aft P the commencement of the OptionOTeir~n Term and
the number of days in such month on o
5, Base Rent•
5.1 Pay...me_nt• Base Rent shall be payable by Tenant in equal monthly
installments as set forth in Section 1.2 on or before the first day of each calendar month, in
advance. If the Rent Commencement Date or the expiration date of the Term should occur on a
day other than the last day of a calendar month, then the Base Rent for such fractional month
shall be prorated upon a daily basis. All payments of Base Rent and Additional Rent shall be
made without prior demand and, except as otherwise expressly provided in this Lease, without
offset, deduction or counterclaim of any kind, in lawful money of the United States of America.
Such payments shall be made at Landlord's Address or at such other place as Landlord shall
designate from time to time. Tenant's agreements to lease the Premises and pay Base Rent,
Additional Rent and all other sums payable under this Lease are independent of any other
covenant, agreement or term of this Lease.
5.2 Late Charges. If Tenant fails to pay any Base Rent or Additional Rent
within ten (10) days after the same is due and payable, such unpaid amounts will be subject to a
late payment charge equal to five percent (5%) of the unpaid amounts in each instance. Such late
payment charge has been agreed upon by Landlord and Tenant, after negotiation, as a reasonable
estimate of the additional administrative costs and detriment that will be incurred by Landlord as
a result of any such failure by Tenant, the actual costs thereof being extremely difficult if not
impossible to determine. The late payment charge constitutes fair and reasonable compensation
to Landlord for its damages resulting from such failure by Tenant to timely pay and shall be paid
to Landlord together with such unpaid amounts.
S.3 Security Deposit. The Security Deposit shall be retained by Landlord as
security for the faithful performance and observance by Tenant of its obligations under this
Lease. Except as may otherwise be required by applicable law, (a) Tenant shall not be entitled to
any interest on the Security Deposit, (b) Landlord shall not be obligated to hold the Security
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Deposit intrust or in a separate account, and (c) Landlord shall have the right to commingle such
Security Deposit with its other funds. If Tenant defaults under this Leaseart of the Securityany
right or remedy of Landlord, Landlord may also apply the whole or any p
Deposit to the extent required for the paymeatc~oof an ofany sum which Landlord may expend or
Lease as to which Tenant is in default or on
maybe required to expend by reason of Tenantenanet shall wwihhin tens (10) days after d many is
is applied by Landlord for any such purpose, T
made by Landlord, deposit cash with Landhal fullanand faithfulfly comply with alliof the~ty
Deposit to its original amount. If Tenant s Y
covenants and conditions of this Lease; the Security Deposit shall be returned to Tenant within
thirty (30) das after the expiratio edun ~ D eosi be applhed to helast monthly installment of
Landlord. In no event shall the S ty ~
Rent or Additional Rent due prior to the expiration date of the Term. In the e~ent o ositale of the
Premises, Landlord shall have the right to transfer to the purchaser the Securi Dep
whereupon Landlord shall be released by Tenant from all liability for the return of the Security
Deposit and Tenant shall look solely to the new landlord for its return.
(. No Additional Rent for O eratin Ex en estatetaxesl EAII such expensesa~eshall
not be separately charged for operating expenses or real
included in the Base Rent payable by Tenant under this Lease.
7, Common Areas.
7.1 Right to Use Common Areas. Tenant shall have the non-exclusive right to
use the Common Areas in common with other persons approved by Landlord during the Term,
subject to Landlord's rules and regulations and the provisions of this Lease.
'7.2 Alteration of Common Areas. Landlord reserves the right, at any time and
from time to time, without the consent of or liability to Tenant to make alterations or additions to
the Property and the Common Areas, t as ect of thedP~operty and Cormmon Areas,tt naloseeto the
shape, number or configuration of any p
general public all or any portion of the Property to the extent and for the penod necessary to
avoid any dedication to the public, to effect any repairs or further construction, to change the
arrangement, character, use or location of entrances or passageways, doors and doorways,
comdors, elevators, stairs, landscaping, toilets, mechanical, plumbing, electrical or other
operating systems or any other portions of the Common Areas or other parts of the Property, and
to change the name, number or designation by which the Property is commonly known;
provided, however, access to the Premises shall not be reduced by Landlord pursuant to this
Section, including access to and from the parking areas se d cur~uantBo this Section below that
number of available parking spaces be reduced by Landlor p
required to be provided by applicable law.
g, Use• Compliance With Law.
g.l Permitted Use. The Premises shall be used only for the Permitted Use and
for no other purpose.
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8.2 No Nuisance. Tenant shall not allow, suffer or permit the Premises or any
use thereof to constitute a nuisance or unreasonably interfere with the safety, comfort or
enjoyment of the Building by Landlord or any other occupants of the Building or their
customers, invitees or any others lawfully in, upon or about the Building or its environs.
8.3 Compliance with Laws.
8.3.1 Tenant, at Tenant's expense, shall comply with and cause all of
Tenant's contractors, agents, servants, employees and licensees to comply with all applicable
laws, ordinances, rules and regulations of governmental authorities applicable to Tenant's use or
occupancy of the Premises. Without limiting the generality of the foregoing, Tenant shall
comply with the requirements of (a) the Occupational Safety and Health Act (and all regulations
promulgated thereunder), and (b) the Americans with Disabilities Act (and all regulations
promulgated thereunder), as the same maybe amended from time to time (collectively, the
"ADA"). The ADA may require, among other things, that. the Premises be designed to remove
architectural barriers so that the Premises will be readily accessible to people with disabilities, on
the same basis as the Premises are accessible to those without such disabilities. The foregoing
obligation of Tenant shall not however permit Tenant to make, without Landlord's prior written
approval, any alterations to the Premises which otherwise would require Landlord's approval
under this Lease, and Tenant shall comply with all of the requirements of this Lease in making
any such alterations.
8.3.2 Landlord, rather than Tenant, shall be responsible for correcting
any condition at the Premises which is not caused by Tenant or its. subtenants or their employees,
contractors or invitees, or which does not result from Tenant's use or occupancy of the Premises,
which violates any applicable law, code, regulation or ordinance which is in effect on the date of
this Lease. All costs of such corrective action shall be borne by Landlord. Landlord, rather than
Tenant, shall be responsible, at Landlord's costs, for performing any repairs to the Premises
which are required to cause the Premises to achieve compliance with the ADA as in effect on the
date of this Lease. Tenant shall be responsible, at Tenant's cost, for compliance with the ADA to
the extent compliance is necessitated by Tenant's use or occupancy of the Premises.
8.4 Hazardous Materials.
8.4.1 "Hazardous Substance" shall mean any hazardous or toxic
substance, material or waste which is or becomes regulated by any local, state or federal
governmental authority having jurisdiction. The term "Hazardous Substance" includes, without
limitation, any material or substance which is (i) designated as a "hazardous substance" pursuant
to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined
as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901 et seq. (42; U.S.C. Section 6903), (iii) defined as a "hazardous
substance" pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (iv)
petroleum or (v) asbestos or asbestos-containing materials.
8.4.2 Tenant shall not cause or suffer or allow any Hazardous
Substances, to be brought upon, kept, used, discharged, deposited or leaked in or about the
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Premises or the Property by Tenant or any of Tenant's contractors, employees or invitees or by
anyone in the Premises (other than Landlord or its agents, employees or contractors), except to
the extent such Hazardous Substances are customarily kept or used by typical office tenants. If
the obligations imposed by the preceding sentence are breached, or if the presence of any
Hazardous Substance on the Premises or the Property caused or suffered or permitted by Tenant
or any of Tenant's contractors, employees or invitees or by anyone in the Premises (other than
Landlord or its agents, employees or contractors) results in contamination of the Premises or the
Property, then Tenant shall indemnify, defend and hold Landlord harmless from any and all
claims, judgments, damages, penalties, fines, costs, liabilities, expenses and losses (including,
without limitation, diminution in value of the Property, damages for the loss or restriction on use
of leasable space or of any amenity of the Building, damages arising from any adverse impact on
marketing of space and sums paid in settlement of claims,lt of suchscontamination. This and
expert fees) which arise during or after the Term as a resu
indemnification shall include, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal or restoration work required
by any federal, state or local governmental agency or political subdivision because of any
Hazardous Substance present in the soil or groundwater on or under the Property.
9. Alterations and Tenant's Property.
9.1 Alterations Defined. Tenant shall not make or suffer or allow to be made
any alterations, additions or improvements in or to the Premises (collectively, "Alterations")
without first obtaining Landlord's written consent based on detailed plans and specifications
submitted by Tenant; provided Landlord's consent will not be required if the plumbind or life
Alterations will not affect the structure or the mechanical, electrical, HVAC, p g
safety systems of the Building and the total cost to acquire and install the proposed Alterations
will be no more than $10,000.. In all instances where Landlord's consent is so required, it maybe
granted or withheld by Landlord in its sole discretion.
9.2 Removal of Property. All Alterations shall become the property of
Landlord and shall be surrendered to Landlord upon the expiration or earlier termination of this
Lease; provided, however, that this provision shall not apply to movable equipment, trade
fixtures, personal property or furniture which are owned by Tenant ("Tenant Owned Property").
At Landlord's sole election, made at the time Landlord's consent to any Alterations is provided,
any or all Alterations made by or on behalf of Tenant shall be removed from the Premises at
Tenant's sole cost and expense at the expiration or sooner termination of this Lease, and the
Premises shall be restored, at Tenant's sole cost and expense, to their condition before the
making of such Alterations, ordinary wear and tear excepted. Tenant shall repair at its sole cost
and expense all damage caused to the Premises or the Building by removal of any Alterations or
Tenant Owned Property. Any Tenant Owned Property required to be removed from the
Premises and not removed from the Premises at the expiration or earlier termination of this Lease
shall, at Landlord's option, become the property of Landlord, or Landlord may remove them and
Tenant shall pay to Landlord the reasonable cost of removal. Tenant's obligations under this
Section shall survive the expiration or earlier termination of the Term of this Lease.
10. Repairs and Other Work.
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10.1 Tenant's Obligations. Tenant shall maintain the Premises in good, clean
and sanitary condition and shall make all repairs and replacements as and when necessary to
preserve the Premises in good working order and condition:
10.2 Conditions A~ylicable to Repairs and Other Work. All repairs,
replacements, and reconstruction (including, without limitation, all Alterations) made by or on
behalf of Tenant shall be made and performed (a) at Tenant's cost and expense and at such time
and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics
reasonably approved by Landlord, (c) at least equal in quality of materials and workmanship to
the original work or installation, (d) in accordance with such reasonable requirements as
Landlord may impose with respect to insurance to be obtained by Tenant in connection with the
proposed work, (e) in accordance with the rules and regulations for the Property adopted by
Landlord from time to time, (f) in accordance with all applicable laws and regulations of
governmental authorities having jurisdiction over the Premises, (g) so as not to interfere with the
use and enjoyment of the Building by Landlord, other tenants of the Building or any other
persons, and (h) in compliance with such other requirements as Landlord may reasonably impose
(including without limitation a requirement that Tenant furnish Landlord with as-built .drawings
upon completion of the work}.
10.3 Landlord's Obli atg ions. Landlord shall be responsible for repair and
maintenance of all structural elements of the Building and the plumbing, mechanical, electrical
and heating, ventilating and air-conditioning systems of the Building, whether or not located in
the Premises, except to the extent such is part of Tenant's Work or any Alterations or is required
as a result of the negligence or misconduct of Tenant, Tenant's contractors, employees or
invitees. Landlord's repair and maintenance obligations shall be carried out in a manner
consistent with other comparable office buildings in the area in which the Building is located.
Landlord shall not be liable for, and there shall be no abatement of Rent with respect to, any
injury to or interference with Tenant's business arising from any repairs, maintenance, alteration
or improvement in or to any portion of the Property, including, without limitation, the Premises,
or in or to the fixtures, appurtenances and equipment therein. However, if Tenant's access to or
use of the Premises is denied by reason of such work, whether or not such denial is attributable
to a Force Majeure Event (as such term is defined in Section 13), Rent will abate until such time
as access to the Premises is restored.
11. Liens. Tenant shall keep the Premises and the Property free from any liens
arising. out of any work performed or material furnished to or for the Premises by or for Tenant.
If Tenant shall not, within thirty (30) days following notice of the imposition of any such lien,
cause same to be released of record by payment or posting of a bond satisfactory to Landlord,
Landlord, in addition to all other remedies provided under this Lease and by law, shall have the
right (but not the obligation) to cause the lien to be released by such means as Landlord shall
deem proper, including, without limitation, payment of the claim giving rise to such lien. All
such sums reasonably paid by Landlord and all expenses incurred by it in connection therewith
shall be considered additional rent and shall be payable by Tenant within ten (10) days after
receipt of written demand..
12. Subordination. Tenant agrees that this Lease shall be subject and subordinate at
all times to (a) all ground leases or underlying leases that may now exist or hereafter be executed
DSC:9p1613.3/AME285-141885 - 12 -
affecting the Property or any portion thereof, (b) the lien of any mortgage, deed of trust or other
security instrument that may now exist or hereafter be executed in any amount for which the
Property or any portion thereof, any ground leases or underlying leases, or Landlord's interest or
estate therein is specified as security, and (c) all modifications, renewals, supplements,
consolidations and replacements thereof. If any ground lease or underlying lease terminates for
any reason or any mortgage, deed of trust or other security instrument is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, Tenant, notwithstanding any
subordination, shall attorn to and become the tenant of the successor in interest to Landlord at the
option of such successor in interest. The provisions of this Section shall be self operative and no
further instrument shall be required to effect the provisions of this Section. Tenant covenants
and agrees to execute and deliver, within ten (10) days after demand by Landlord and in the form
requested by Landlord, any additional documents evidencing the priority or subordination of this
Lease with respect to any such ground leases, underlying leases, mortgages, deeds of trust, or
other security instruments.
13. Inability to Perform. If, by reason of acts of God, governmental restrictions,
strikes, labor disturbances, shortages. of materials or supplies or any other cause or event beyond
Landlord's reasonable control (collectively, "Force Majeure Events"), Landlord is unable to
furnish or is delayed in furnishing any utility or service required to be furnished by Landlord
under the provisions of this Lease, or is unable to perform or make or is delayed in performing or
making any installations, decorations, repairs, alterations, additions or improvements required to
be performed or made under this Lease, no such inability or delay shall impose any liability upon
Landlord or its agents or provide Tenant with any right to offset, deduction or abatement of rent
by reason of inconvenience or annoyance to Tenant or by reason of injury to or interruption of
Tenant's business, or otherwise, except as expressly provided in Section 10.3.
14. Destruction.
14.1 Repair. Subject to the provisions of Sections 14.3 and 14.4 below, if any
portion of the Building is damaged by fire, earthquake, flood or other casualty (the "Damaged
Property") to the extent that such damage renders a portion of the Premises untenantable by
Tenant and the damage may, in Landlord's reasonable opinion, be repaired within nine (9)
months after the date of damage (under a normal construction schedule not requiring the
payment of overtime or premium), Landlord shall proceed immediately to make such repairs in
accordance with Section 14.4. Landlord's opinion shall be delivered to Tenant within sixty (60)
days after the date of the event causing such damage. Landlord shall consider and include as part
of its evaluation, the period of time necessary to obtain the required approvals of any secured
lender and insurer and governmental entities, to order and obtain materials, and to engage
contractors.
14.2 Tenant's Right to Terminate. If such damage causes all or any material
portion of the Premises to be untenantable by Tenant and, in Landlord's reasonable opinion, such
damage cannot be repaired within nine (9) months after the date of the event causing such
damage (under a normal construction schedule not requiring the payment of overtime or
premium) or, if commenced, such repairs are not completed within nine (9) months after the date
of the event causing such damage, Tenant may terminate this Lease by delivery of written notice
to Landlord within, as applicable, (i) thirty (30) days after the, date on which Landlord's opinion
DSC:901613.3/AME285-141885 - 13 -
is delivered to Tenant or (ii) eleven (11) months after the date of the event causing such damage
if by such date the repairs aze not substantially completed. Upon termination, Rent shall be
apportioned as of the date of the damage and, provided Tenant is not in default, all prepaid Rent
shall be repaid to Tenant.
14.3 Landlord's Right to Terminate. If (i) the uninsured portion of any damage
to or destruction of the Property equals or exceeds ten percent (10%) of the replacement cost of
the Building; or (ii) the Term will expire within one (1) year from the date of any material
damage to or destruction of the Premises and Tenant fails to extend the term in accordance with
any right expressly granted in this Lease within thirty (30) days after the date of the event
causing such damage; or (iii) if the Premises or any other portion of the Property is damaged by
fire, earthquake, flood or other casualty and such damage cannot, in Landlord's reasonable
opinion, be repaired within nine (9) months after the date of the event causing such damage
(under a normal construction schedule not requiring the payment of overtime or premium); or
(iv) if any lender holding a mortgage or deed of trust encumbering the Building requires that
insurance proceeds be applied toward the repayment of debt; or (v) if any material, uninsured
loss shall occur, Landlord may terminate this Lease by delivery of written notice to Tenant
within forty-five. (45) days after the date of the event causing such damage. Upon termination,
Rent shall be apportioned as of the date of the damage and, provided Tenant is not in default, all
prepaid Rent shall be repaid to Tenant.
14.4 Extent of Repair Obligations. If this. Lease is not terminated, Landlord's
repair obligation shall extend to the structure of the Building and all improvements (except those
constructed or installed by Tenant, if any) in the Premises at the date possession of the Premises
was delivered to Tenant, and Tenant shall repair all other portions of the Premises (including,
without limitation, Alterations and Tenant Owned Property). All such repairs shall be performed
in a good and workmanlike manner, with due diligence, and shall restore the items repaired to
substantially the same usefulness and construction as existed immediately before the damage.
All work by Tenant shall be performed in accordance with the requirements of Section 10.2
above. Notwithstanding anything to the contrary in this Lease, Landlord shall not be obligated to
expend on such repairs more than the amount of insurance proceeds actually received by
Landlord on account of the damage; provided, however, that Landlord shall complete all such
repairs if Tenant pays to Landlord in advance the difference between the cost of such repairs and
the amount of insurance proceeds received by Landlord on account of the damage. In the event
of any termination of this Lease, the proceeds from any insurance paid by reason of damage to or
destruction of the Property or any portion thereof, or any other element, component or property
insured by Landlord, shall belong to and be paid to Landlord.
14.5 Adiustment of Rent. If a casualty renders all or part of the Premises
untenantable, Rent shall proportionately abate commencing on the date of the casualty and
ending when the Premises are delivered to Tenant with Landlord's restoration obligation
substantially complete. The extent of the abatement shall be based upon the portion of the
Premises rendered untenantable, inaccessible or unfit for use in a reasonable business manner for
the purposes stated in this Lease.
14.6 Mutual Waiver of Subrogation. Notwithstanding anything to the contrary
in this Lease, Landlord and Tenant mutually waive their respective rights of recovery against
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each other and each other's officers, directors, constituent partners, agents and employees, and
Tenant waives such rights against each lessor under any ground or underlying lease and each
lender under any mortgage or deed of trust or other lien encumbering the Property or any portion
thereof or interest therein, to the extent any loss is or would be covered by fire, extended
coverage, and other property insurance policies required to be carried under this Lease or
otherwise carried by the waiving party, and the rights of the insurance carriers of such policy or
policies to be subrogated to the rights of the insured under the applicable policy. Each party
shall cause its insurance policy to be endorsed to evidence compliance with such waiver.
15. Insurance.
15.1 Insurance on Tenant's Pronerty. Tenant shall procure at its cost and
expense and keep in effect during the Term insurance coverage for all risks of physical loss or
damage insuring the full replacement value of Alterations, Tenant's trade fixtures, furnishings,
equipment, plate glass, signs and all other items of personal property of Tenant.
15.2 Tenant's Liability Insurance. Tenant. shall procure at its cost and expense
and maintain throughout the Term comprehensive commercial general liability insurance
applicable to the Premises with a minimum combined single limit of liability of Two Million
Dollars ($2,000,000), statutory worker's compensation insurance, and employer's liability
insurance with a Five Hundred Thousand Dollar ($500,000) minimum limit covering all of
Tenant's employees. Such liability insurance shall include, without limitation, products and
completed operations liability insurance, fire and legal liability insurance, contractual liability
insurance applicable to all of Tenant's indemnity obligations under this Lease, and such other
coverage as Landlord may reasonably require from time to time. At Landlord's request Tenant
shall increase such insurance coverage to a level that is reasonably required by Landlord.
15.3 Form of Policies. Tenant's insurance shall be issued by companies
authorized to do business in the State in which the Building is located. Tenant shall have the
right to provide insurance .coverage pursuant to blanket policies obtained by Tenant if the blanket
policies expressly afford coverage required by this Article 15. All insurance policies required to
be carried by Tenant under this Lease (except for worker's compensation insurance) shall (i)
name Landlord, and any other parties designated by Landlord as additional insureds, (ii) as to
liability coverages, be written on an occurrence basis, (iii} provide that Landlord shall receive
thirty (30) days' notice from the insurer before any cancellation or change in coverage, and (iv)
contain a provision that no act or omission of Tenant shall affect or limit the obligation of the
insurer to pay the amount of any loss sustained. Each such policy shall contain a provision that
such policy and the coverage evidenced thereby shall be primary and non-contributing with
respect to any policies carried by Landlord. Tenant shall deliver reasonably satisfactory
evidence of such insurance to Landlord on or before the Commencement Date, and thereafter at
least thirty (30) days before the expiration dates of expiring policies. At Landlord's request,
Tenant shall deliver to Landlord copies of such policies. Notwithstanding the foregoing, if any
such insurance expires without having been renewed by Tenant, Landlord shall have the option
in addition to Landlord's other remedies to procure such insurance for the account o.f Tenant
immediately and without notice to Tenant, and the cost thereof shall be paid to Landlord as
Additional Rent. The limits of the insurance required under this Lease shall not limit the liability
of Tenant.
DSC:901613.3/AME285-141885 - 15 -
15.4 Compliance with Insurance Requirements. Tenant shall not do anything,
or suffer or permit anything to be done, in or about the Premises that shall invalidate or be in
conflict with the provisions of any fire or other insurance policies covering the Building. Tenant,
at Tenant's expense, shall comply with, and shall cause all occupants of the Premises to comply
with, all applicable customary rules, orders, regulations or requirements of any board of fire
underwriters or other similar body.
15.5 Landlord's Insurance. Landlord will purchase and maintain a standard
policy of "all risk" insurance with customary exclusions covering the Building with
commercially reasonable limits selected by Landlord, but in all events with limits sufficient to
prevent Landlord from being deemed a co-insurer under such insurance. Landlord will purchase
and maintain broad form commercial general liability insurance with a minimum combined
single limit of liability of at least Two Million Dollars ($2,000,000), as well as insurance against
rental loss at the Building for a period of not less than six (6) months, in each case written by
companies authorized to do business in the State in which the Building is located.
15.6 Assumption of Risk. Landlord shall not be liable for any damage or
damages of any nature whatsoever to persons or property caused by explosion, fire, theft or
breakage, vandalism, falling plaster, by sprinkler, drainage or plumbing systems, or air
conditioning equipment, by the interruption of any public utility or service, by steam, gas,
electricity, water, rain or other substances leaking, issuing or flowing into any part of the
Premises, by natural occurrence, acts of the public enemy, riot, strike, insurrection, war, court
order, requisition or order of governmental body or authority, or by anything done or omitted to
be done by any tenant, occupant or person in the Building, it being agreed that Tenant shall be
responsible for obtaining appropriate insurance to protect its interests.
16. Eminent Domain.
16.1 Effect of Taking. If all of the Premises is condemned or taken in any
permanent manner before or during the Term for any public or quasi-public.use, or any
permanent transfer of the Premises is made in avoidance of an exercise of the power of eminent
domain (each of which events shall be referred to as a "taking"), this Lease shall automatically
terminate as of the date of the vesting of title as a result of such taking. If a part of the Premises
is so taken, this Lease shall automatically terminate as to the portion of the Premises so taken as
of the date of the vesting of title as a result of such taking. If such portion of the Property is
taken as to render the Building incapable of economically feasible operation as reasonably
determined by Landlord, this Lease maybe terminated by Landlord, as of the date of the vesting
of title as a result of such taking, by written notice to Tenant given within sixty (60) days
following notice to Landlord of the date on which said vesting will occur. If this Lease is not
terminated as a result of any taking, Landlord shall restore the Building to an architecturally
whole unit; provided, however, that Landlord shall not be obligated to expend on such
restoration more than the amount of condemnation proceeds actually received by Landlord.
16.2 Award. Landlord shall be entitled to the entire award for any taking,
including, without limitation, any award made for the value of the leasehold estate created by
this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby
assigns to Landlord any award that maybe made in any taking, together with any and all rights
DSC:901613.3/AME285-141885 - 16 -
of Tenant now or hereafter arising in or to such award or any part thereof; provided, however,
that nothing contained herein shall be deemed to give Landlord any interest in or to require
Tenant to assign to Landlord any separate award made to Tenant for its relocation expenses, the
taking of personal property and fixtures belonging to Tenant, the unamortized value of
improvements made or paid for by Tenant or the interruption of or damage to Tenant's business.
16.3 Adjustment of Rent. In the event of a partial taking that does not result in
a termination of this Lease as. to the entire Premises, Base Rent and Additional Rent shall be
equitably adjusted in relation to the portions of the Premises and Building taken or rendered
untenantable by such taking.
16.4 Temnorary Taking. If all or any portion of the Premises is taken for a
limited period of time before or during the Term, this Lease shall remain in full force and effect;
provided, however, that Rent shall abate during such limited period in proportion to the portion
of the Premises taken by such taking. Landlord shall be entitled to receive the entire award made
in connection with any such temporary taking. Any temporary taking of all or a portion of the
Premises which continues for twelve (12) months shall be deemed a permanent taking of the
Premises or such portion.
17. Assi~nment• Subleasin>;.
17.1 Consent Required. Neither Tenant nor any sublessee or assignee of
Tenant, directly or indirectly, voluntarily or by operation of law, shall sell, assign; encumber,
pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold
estate hereunder (each such act is referred to as an "Assignment"), or sublet the Premises or any
portion thereof or permit the Premises to be occupied by anyone other than Tenant (each such act
is referred to as a Sublease ), without Landlord's prior written consent in each instance, which
Landlord's consent
consent shall not be unreasonably withheld. Notwithstanding the foregoing,
shall not be required in connection with any proposed Sublease or Assignment to an Affiliate of
Tenant's. An "Affiliate" of Tenant's shall refer to an entity which (i) owns or controls Tenant or
(ii) is owned by or controlled by Tenant. Any Assignment or Sublease that is not in compliance
with this Article 17 shall be void and, at the option of Landlord, shall constitute a material
default by Tenant under this Lease. The acceptance of Rent by Landlord from a proposed
assignee, sublessee or occupant of the Premises shall not constitute consent to such Assignment
or Sublease by Landlord. Fifty percent (50%) of the Excess Assignment Consideration which is
attributable to this Lease in connection with any Assignment, and fifty percent (50%) of the
Excess Sublease Consideration, shall be payable to Landlord as Additional Rent. The right to
such amounts is expressly reserved from the grant of Tenant's leasehold estate for the benefit of
Landlord. Tenant shall use reasonable, diligent efforts to collect all such amounts. Landlord
shall have the right from time to time, upon reasonable advance notice, to review Tenant's
records relating to any such amounts payable to or received by Tenant.
17.2 Notice. Any request by Tenant for Landlord's consent to a specific
Assignment or Sublease shall include (a) the name of the proposed assignee, sublessee or
occupant, (b) the nature of the proposed assignee's sublessee's or occupant's business to be
carried on in the Premises, (c) a copy of the proposed Assignment or Sublease, and (d) such
financial information (in the event of an Assignment) and such other information as Landlord
DSC:901613.3/AME285-141885 - 17 -
may reasonably request concerning the proposed assignee, sublessee or occupant or its business.
Landlord shall respond in writing, stating the reasons for any disapproval, within fifteen (15)
business days after receipt of all information reasonably necessary to evaluate the proposed
Assignment or Sublease.
17.3 No Release. No consent by Landlord to any Assignment or Sublease by
Tenant, and no specification in this Lease of a right of Tenant's to make any Assignment or
Sublease, shall relieve Tenant of any obligation to be performed by Tenant under this Lease,
whether arising before or after (a) the Assignment or Sublease or (b) any extension of the Term
(pursuant to exercise of an option granted in this Lease). The consent by Landlord to any
Assignment or Sublease shall not relieve Tenant or any successor of Tenant from the obligation
to obtain Landlord's express written consent to any other Assignment or Sublease.
17:4 Cost of Processing...Reguest. Tenant shall pay to Landlord the reasonable
amount of Landlord's cost of processing every proposed Assignment or Sublease, including
without limitation reasonable legal review fees and expenses, together with the reasonable
amount of all direct and indirect expenses incurred by Landlord arising from any assignee, .
occupant or sublessee taking occupancy (including, without limitation, freight elevator operation
for moving of furnishings and trade fixtures, security service, janitorial and cleaning service, and
rubbish removal service). As long as Landlord's legal review is cursory, such legal review fees
will not exceed $1,000. Otherwise, there shall be no cap on the amount of such legal review
fees.
17.5 Corporate or Partnership Transfers.' Any sale or other transfer, including
without limitation by consolidation, merger or reorganization, of a majority of the voting stock of
Tenant or any beneficial interest therein, if Tenant is a corporation, or any sale or other transfer
of a majority of the general partnership or membership interests in Tenant or any beneficial
interest therein, if Tenant is a partnership or limited liability company, shall be an Assignment
for purposes of this Lease. The provisions of this Section 17.5 shall not apply at any time the
stock of Tenant is traded on a national exchange. Notwithstanding anything contained in this
Section 17.5, Landlord's consent to an Assignment under this Section 17.5 shall not be withheld
provided the entity which shall constitute the "Tenant" following completion of the event giving
rise to such Assignment shall have a net worth which is not less than that of the Tenant
hereunder immediately prior to the completion of the event giving rise to such Assignment.
17.6 Assumption of Obli>;ations. Each assignee or other transferee of Tenant's
interest under this Lease, other than Landlord, shall assume all obligations of Tenant under this
Lease and shall be and remain liable jointly and severally with Tenant. for the payment of Base
Rent and Additional Rent, and for the performance of all the terms, covenants, conditions and
agreements contained in this Lease which are to be performed by Tenant. Each sublessee of all
or any portion of the Premises shall agree in writing for the benefit of Landlord (a) to comply
with and agree to the provisions of this Lease, and (b) that such sublease (and all further
subleases of any portion of the Premises) shall terminate upon any termination of this Lease,
regardless of whether or not such termination is voluntary. No Assignment or Sublease shall be
valid or effective unless the assignee or sublessee or Tenant shall deliver to Landlord afully-
executed counterpart of the Assignment or Sublease and an instrument that contains a covenant
of assumption by the assignee or agreement of the sublessee, reasonably satisfactory in substance
DSC:901613.3/AME285-141885 " 18 "
and form to Landlord, consistent with the requirements of this Section 17.6. The failure or
refusal of the assignee to execute such instrument of assumption or of the sublessee to execute
the agreement described above shall not release or dischazge the assignee or sublessee from its
obligations that would-have been contained in such instrument or agreement, all of which
obligations shall run automatically to such assignee or sublessee.
17.7 Limitation. Notwithstanding anything contained in this Lease, no
proposed Assignment or Sublease shall provide for a rental or other payment for the leasing, use,
occupancy or utilization of all or any portion of the Premises based, in whole or in part, on the
income or profits derived by any person from the property so leased, used, occupied or utilized
other than an amount based on a fixed percentage or percentages of gross receipts or sales. No
proposed Assignment of this Lease or Sublease of the Premises shall, in the sole opinion of
Landlord, (a) cause a violation of the Employee Retirement Income Security Act of 1974 or the
regulations promulgated thereunder, as amended from time to time, by such proposed assignee or
subtenant, by Landlord, or by any person which, directly or indirectly, controls, is controlled by,
or is under common control with, Landlord or any person who controls Landlord or (b) result in
Landlord, or any person which, directly or indirectly, controls Landlord, receiving "unrelated
business taxable income" as defined in Che Internal Revenue Code, as amended.
18. Utilities and Services.
18.1 Landlord to Furnish. Landlord shall furnish during the Term, (a) heating,
ventilation and air conditioning to the Premises during Ordinary Business Hours at such
temperatures and in such amounts as are reasonably considered by Landlord to be standard for
compazable buildings of similaz class, size, age and location, (b) automatic elevator service to the
floor or floors where the Premises aze located at all times, (c) subject to the requirements of
applicable law or governmental requirements, electric power as required by Landlord's Work, (d)
water for lavatory use and (e) janitorial service in accordance with the Specifications for
Cleaning and Janitorial Services annexed to this Lease as Exhibit D.
18.2 Excess Usage. Whenever heat generating machines or equipment or
lighting other than those indicated on plans or specifications approved as part of Landlord's
Work are used in the Premises by Tenant which adversely affect the temperature otherwise
maintained by the Building's HVAC system, Landlord shall have the right to install
supplementary HVAC facilities in the Premises or otherwise modify the HVAC system serving
the Premises. Tenant shall pay to Landlord, within ten (10) days after receipt of Landlord's
invoice, all costs for additional facilities and modifications which maybe installed by Landlord
under this Section 18.2 (including without limitation the costs of labor, materials, equipment,
supervision and management fee). Tenant shall pay the cost of providing all heating or cooling
energy to the Premises during hours other than Ordinary Business Hours at Landlord's then
prevailing rates. As of the date of this Lease, the current prevailing rate for providing heating
and cooling during other than Ordinary Business Hours is $75 per hour.
19. Default.
19.1 Events of Default by Tenant. Except as otherwise provided in this Lease,
the failure to perform or honor any covenant, condition or other obligation of Tenant or the
DSC:9p1613.3/AME285-141885 - 19 -
failure of any representation made by Tenant under this Lease shall constitute a default by
Tenant upon expiration of the applicable grace period, if any. Abandonment of the Premises by
Tenant shall not constitute a default by Tenant under this Lease. Tenant shall have a period of
ten (10) days from the date of written notice from Landlord within which to cure any default in
the payment of Rent. Except as otherwise provided in Article 20, Tenant shall have a period of
thirty (30) days from the date of written notice from Landlord within which to cure any other
default under this Lease; provided, however, that with respect to any default (other than a default
which can be cured by the payment of money) that cannot reasonably be cured within thirty (30)
days, the default shall not be deemed to be uncured if Tenant commences to cure within thirty
(30) days from Landlord's notice, continues to prosecute diligently the curing of such default and
actually cures. such default within sixty (60) days after Landlord's notice. Notwithstanding
anything contained in this Section 19.1, Landlord shall not be obligated to provide Tenant with
notice of substantially similar defaults more than two (2) times in any twelve (12) month period.
19.2 Remedies. Upon the occurrence of a default by Tenant that is not cured
by Tenant within the applicable grace periods specified in Section 19.1, Landlord shall have all
of the following rights and remedies in addition to all other rights and remedies available to
Landlord at law or in equity:
19.2.1 The right to terminate Tenant's right to possession of the Premises
and to recover (i) all Rent which shall have accrued through the date of termination; plus (ii) any
other amount necessary to compensate Landlord for all the damages caused by Tenant's failure to
perform its obligations under this Lease (including, without limitation, reasonable attorneys' and
accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees incurred
upon any reletting of the Premises).
19.2.2 The right to recover (i) all Rent which shall accrue and remain
unpaid; plus (ii) the amount by which the unpaid Rent for the balance of the Term, discounted to
present value at the Prime Rate then in effect, shall exceed the then fair rental value of the
Premises for the balance of the Term, similarly discounted, plus (iii) any other amount necessary
to compensate Landlord for all the damages caused by Tenant's failure to perform its obligations
under this Lease (including, without limitation, reasonable attorneys' and accountants' fees, costs.
of alterations of the Premises, interest costs and brokers' fees incurred upon any reletting of the
Premises).
19.2.3 The right to continue the Lease'in effect after Tenant's breach and
abandonment and recover Rent as it becomes due. Acts of maintenance or preservation, efforts
to relet the Premises or the appointment of a receiver upon Landlord's initiative to protect its
interest under this Lease shall not of themselves constitute a termination of Tenant's right to
possession.
19.2.4 The right and power to enter the Premises and remove therefrom
all persons and property, to store such property in a public warehouse or elsewhere at the cost of
and for the account of Tenant, and to sell such property and apply the proceeds therefrom
pursuant to applicable law. In such event, Landlord may from time to time sublet the Premises
or any part thereof for such term or terms (which may extend beyond the Term) and at such rent
and such other terms as Landlord in its sole discretion may deem advisable, with the right to
DSC:901613.3lAME285-141885 ' 20
make alterations and repairs to the Premises. Upon each such subletting, rents received from
such subletting shall be applied by Landlord, first, to payment of any costs of such subletting
(including, without limitation, reasonable attorneys' and accountants' fees, costs of alterations of
the Premises, interest costs, and brokers' fees) and of any such alterations and repairs; second, to
payment of Base Rent and Additional Rent due and unpaid hereunder; and the residue, if any,
shall be held by Landlord and applied in payment of future Base Rent and Additional Rent as
they become due. If any rental or other charges due under such sublease shall not be promptly
paid to Landlord by the sublessees, or if such rentals received from such subletting during any
month are less than Base Rent and Additional Rent to be paid during that month by Tenant,
Tenant shall pay any such deficiency to Landlord the costs of such subletting (including, without
limitation, attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and
brokers' fees), and any other amounts due Landlord under this Section 19.2. Such deficiency
shall be calculated and paid monthly. For all purposes set forth in this Section 19.2.3, Landlord
is irrevocably appointed attorney-in-fact for Tenant, with power of substitution. No taking
possession of the Premises by Landlord shall be construed as an election on its part to terminate
this Lease unless a written notice of such intention is given to Tenant. Landlord's subletting the
Premises without termination shall not constitute a waiver of Landlord's right to elect to
terminate this Lease for such previous breach.
19.2.5 The right to have a receiver appointed for Tenant, upon application
by Landlord, to take possession of the Premises, to apply any rental collected from the Premises
and to exercise all other rights and remedies granted to Landlord pursuant to this Article.
19.2.6 The right to specific performance of any or all of Tenant's
obligations under, and to damages for delay in or failure of such performance.
19.3 Remedies Cumulative. The exercise of any remedy provided by law or
the provisions of this Lease shall not exclude any other remedies unless they aze expressly
excluded by this Lease. Tenant hereby waives any right of redemption or relief from forfeiture
following termination of, or exercise of any remedy by Landlord with respect to, this Lease.
19.4 Events of Default by Landlord. The failure by Landlord to observe or
perform any of the covenants, conditions, or provisions of this Lease to be observed or
performed by Landlord, where such failure shall continue for a period of thirty (30) days after
written notice thereof by Tenant to Landlord, shall be deemed to be a default by Landlord under
this Lease; provided, however, that if the nature of Landlord's default is such that more than
thirty (30) days aze reasonably required for its cure, then Landlord shall not be deemed to be in
default if Landlord commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion, provided that the default shall actually be cured
within ninety (90) days after notice.
19.5 Limitation of Landlord's Liability. None of Landlord's covenants,
undertakings or agreements under this Lease is made or intended as personal covenants,
undertakings or agreements by Landlord, or by any of Landlord's shareholders, directors,
officers, trustees or constituent partners. All liability for damage or breach or nonperformance
by Landlord shall be collectible only out of Landlord's interest from time to time in the Property,
DSC:901613.3/AME285-141885 - 21 -
and no personal liability is assumed by nor at any time maybe asserted against Landlord or any
of Landlord's shareholders, directors, officers, trustees or constituent partners.
19.6 Transfer of Landlord's Interest. Upon the sale or other .conveyance or
transfer of Landlord's interest in the Property, the transferor shall be relieved of all covenants and
obligations of Landlord arising under this Lease from and after the closing of such sale,
conveyance or transfer.
20. Insolvency or Bankruntcy. The occurrence of any of the following shall, at
Landlord's option, constitute a breach of this Lease by Tenant: (i) the appointment of a receiver
to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an
assignment by Tenant for the benefit of creditors, (iii) any action taken or suffered by Tenant
under any insolvency, bankruptcy, reorganization, moratorium or other debtor relief act or
statute, whether now existing or hereafter amended or enacted, (iv) the filing of any voluntary
petition in bankruptcy by Tenant, or the filing of any involuntary petition by Tenant's creditors,
which involuntary petition remains undischarged for a period of thirty (30) days, (v) the
attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the
Premises, if such attachment or other seizure remains undismissed or undischarged for a period
often (10) days after the levy thereof, (vi) the admission of Tenant in writing of its inability to
pay its debts as they become due, (vii) the filing by Tenant of any answer admitting or failing
timely to contest a material allegation of a petition filed against Tenant in any proceeding
seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of
Tenant or similar relief, (viii) if within thirty (30) days after the commencement of any
proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or future statute, Iaw or regulation,
such proceeding shall not have been dismissed, or (ix) the occurrence of any of the foregoing on
the part of any Guarantor. Upon the occurrence of any such event or at any time thereafter,
Landlord may elect to exercise any of its remedies under Article 19 above or any other remedy
available at law or in equity. In no event shall this Lease be assigned or assignable by operation
of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event shall
this Lease or any rights or privileges under this Lease be an asset of Tenant under any
bankruptcy, insolvency or reorganization proceedings. If, upon the occurrence of any of the
events enumerated above, under applicable law Tenant or the trustee in bankruptcy has the right
to affirm this Lease and continue to perform the obligations of Tenant under this Lease, Tenant
or such trustee, in such time period as may be permitted by the bankruptcy court having
jurisdiction, shall cure all defaults of Tenant outstanding under this Lease as of the date of the
affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary
to ensure Landlord of the continued performance of Tenant's obligations under this Lease.
Notwithstanding. the provisions of Section 19.1, there shall be no cure periods for any breach or
default under this Article 20 except as expressly provided in this Article 20.
21. Fees and Ex~enses• Indemnity; Payment.
21.1 Landlord's Ri>;llt to Remedy Defaults. If Tenant shall default in the
performance of any of its obligations under this Lease after notice and expiration of the
applicable cure period, Landlord, at any time thereafter and without additional notice, may
remedy such default for Tenant's account and at Tenant's expense, without waiving any other
DSC:901613.3/AMEZ85-141885 - 22
rights or remedies of Landlord with respect to such default. Notwithstanding the foregoing,
Landlord shall have the right to cure any failure by Tenant to perform any of its obligations
under this Lease without notice to Tenant if such failure results in an immediate threat to life or
safety of any person, or impairs the Building or its efficient operation. Notwithstanding anything
contained. in this Lease, Landlord shall not be liable for, and there shall be no abatement of Rent
with respect to, any injury to or interference with Tenant's business arising from the exercise by
Landlord of its rights under this Section 21.1.
21.2 Indemni .Tenant shall indemnify, defend and hold Landlord harmless
from and against any and all claims, losses, costs, liabilities, damages and expenses including,
without limitation, penalties, fines and reasonable attorneys' fees, to the extent incurred in
connection with or arising from (a) any default by Tenant in the performance of its obligations
under this Lease, or the failure of any representation made by Tenant in this Lease, (b) the use or
occupancy or manner of use or occupancy of the Premises by Tenant or any person occupying
the Premises, (c} any occurrence on the Premises from any cause whatsoever, except to the
extent caused by the gross negligence or willful misconduct of Landlord. Landlord shall
indemnify, defend and hold Tenant harmless from and against all claims, losses, costs, liabilities,
damages and expenses including, without limitation, penalties, fines and reasonable attorneys
fees, to the extent incurred in connection with or arising from any occurrence on the Premises
arising from the gross negligence or willful misconduct of Landlord. In no event will either
party be liable to the other under this Lease or otherwise for consequential damages.
21.3 Interest on Past Due Oblieations. Unless otherwise specifically provided
herein, any amount due from Tenant to Landlord under this Lease which is not paid within ten
(10} days after written notice from Landlord shall bear interest from the due date until paid at the
Lease Interest Rate.
22. Access to Premises. Landlord reserves for itself and its agents, employees and
independent contractors the right to enter the Premises upon at least twenty-four (24} hours
notice to inspect the Premises, to supply any service to be provided by Landlord to Tenant, to
show the Premises to prospective purchasers, mortgagees, beneficiaries or tenants, to post
notices of nonresponsibility, to determine whether Tenant is complying with its obligations
under this Lease, and to alter, improve or repair the Premises or any other portion of the
Building. Landlord's right to enter the Premises shall include the right to grant access to the
Premises to governmental or utility employees. Landlord may erect, use and maintain
scaffolding, pipes, conduits and other necessary structures in and through the Premises or any
other portion of the Building where reasonably required by the character of the work to be
performed in making repairs or improvements, provided that the entrance to the Premises shall
not be blocked thereby, and that there is no unreasonable interference with the business of
Tenant. In the event of an .emergency, Landlord shall have the right to enter the Premises at any
time without notice. Except to the extent caused by Landlord's gross negligence or willful
misconduct, Tenant waives any claim for damages for any injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises,
any right to abatement of Rent except to the extent the Premises is thereby rendered untenantable
for the Permitted Use, or any other loss occasioned by Landlord's exercise of any of its rights
under this Article 22. Any entry to the Premises or portions thereof obtained by Landlord in
accordance with this Article 22 shall not be construed or deemed to be a forcible or unlawful
DSC:901613.3/AME285-141885 - 23 -
entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from
the Premises or any portion thereof. Landlord shall perform any work pursuant to this Section
22 in a manner designed to cause as little interference with Tenant's use of the Premises as is
reasonably practical; provided, however, that Landlord shall not be obligated to perform work
during other than normal business hours. To the extent reasonably practicable, any entry shall
occur during normal business hours.
23. Notices. Except as otherwise expressly provided in this Lease, any payment
required to be made and any bills, statements, notices, demands, requests or other
communications given or required to be given under this Lease shall be effective only if rendered
or given in writing, sent by personal delivery or registered or certified mail, return receipt
requested, or by overnight courier service, addressed (a) to Tenant at "Tenant's Address, (b) to
Landlord at Landlord's Address, or (c) to such other address as either Landlord or Tenant may
designate as its new address for such purpose by notice given to the other in accordance with the
provisions of this Section 23. Any such bill, statement, notice, demand, request or other
communication shall be deemed to have been rendered or given on the date of receipt or refusal
to accept delivery.
24. No Waiver. Neither this Lease nor any term or provision of this Lease maybe
waived, and no breach thereof shall be waived, except by a written instrument signed by the
party against which the enforcement of the waiver is sought. No failure by Landlord to insist
upon the strict performance of any obligation of Tenant under this Lease or to exercise any right,
power or remedy consequent upon a breach thereof, no acceptance of full or partial Base Rent or
Additional Rent during the continuance of any such breach, no course of conduct between
Landlord and Tenant, and no acceptance of the keys or to possession of the Premises before the
termination of the Term by Landlord or any employee of Landlord shall constitute a waiver of
any such breach or a waiver or modification of any term, covenant or condition of this Lease or
operate as a surrender of this Lease. No waiver of any breach shall affect or alter this Lease, but
each.and every term, covenant and condition of this Lease shall continue in full force and effect
with respect to any other then-existing or subsequent breach thereof. No payment by Tenant or
receipt by Landlord of a lesser amount than the aggregate of all Base Rent and Additional Rent
then due under this Lease shall be deemed to be other than on account of the first items of such
Base Rent and Additional Rent then accruing or becoming due, unless Landlord elects otherwise.
No endorsement or statement on any check and no letter accompanying any check or other
payment of Base Rent or Additional Rent in any such lesser amount and no acceptance by
Landlord of any such check or other payment shall constitute an accord and satisfaction.
Landlord may accept such check or payment without prejudice to Landlord's right to recover the
balance of such Base Rent or Additional Rent or to pursue any other legal remedy.
25. Tenant's Certificates. Tenant, at any time and from time to time, within ten (10)
days after written request, shall execute, acknowledge and deliver to Landlord, addressed {at
Landlord's request) to Landlord and any prospective purchaser, ground or underlying lessor or
mortgagee or beneficiary of any part of the Property, an estoppel certificate in form and
substance reasonably designated by Landlord. It is intended that any such certificate maybe
relied upon by Landlord and any prospective purchaser, ground or underlying lessor or
mortgagee or beneficiary of all or any part of the Property.
DSC:901613.3/AME285-141885 - 24 -
26. Rules and Regulations. Tenant shall before and during the Term faithfully
observe and comply with the rules and regulations from time to time put into effect by Landlord
(the "Rules and Regulations"). Landlord shall not be responsible for the nonperformance by any
other tenant or occupant of the Building of any of such rules and regulations. In the event of any
conflict between any such Rule or Regulation and this Lease, this Lease shall govern.
27. Tenant's Taxes. In .addition to all other sums to be paid by Tenant under this
Lease, Tenant shall pay, before delinquency, any and all taxes levied or assessed during the
Term, whether or not now customary or within the contemplation of the parties, (a) upon,
measured by or reasonably attributable to Tenant's improvements, equipment, furniture, fixtures
and other personal property located in the Premises, (b) upon or measured by Base Rent or
Additional Rent, or both, payable under this Lease, including without limitation any gross
income tax or excise tax levied by any governmental body having jurisdiction with respect to the
receipt of such rental; (c) upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion
thereof; or (d) upon this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises. Tenant shall reimburse Landlord upon
demand for any and all such taxes paid or payable by Landlord (other than state and federal
personal or corporate income taxes measured by the net income of Landlord from all sources).
Notwithstanding anything to the contrary in this Section 27, Tenant shall have the right to contest
any taxes payable by Tenant under this Section provided that Tenant, at its sole cost and expense,
diligently undertakes and pursues any such contest in appropriate proceedings, indemnifies
Landlord against and holds Landlord harmless from all loss or damages that Landlord shall
suffer by reason of such contest, and does not permit any lien to be placed on the Building or any
part thereof or interest therein.
28. Tenant's Competitors. Unless otherwise prohibited by applicable law, after the
date of this Lease Landlord will not enter into a new lease for space within the Building to any
competitor of Tenant. The term "competitor of Tenant" shall refer to an entity whose principal
use of space within the Building will be to conduct a residential mortgage loan business.
Landlord's agreement under this Section 28 will not apply to any lease for space in the Building
in existence on the date hereof, as any such lease maybe modified or amended from time to
time, or to any sublease which may be permissible under the tenors of any such lease, as any such,
lease maybe modified or amended from time to time. Notwithstanding anything contained in
this Lease, the rights granted to Tenant under this Section 28 are intended to be personal to Old
Cornerstone Financial, LLC, and if Tenant assigns its interest in this Lease or sublets more than
fifty percent (50%) of the rentable square feet of the Premises, or if Tenant vacates more than
fifty percent (50%) of the rentable square feet of the Premises, then the rights of Tenant under
this Section 28 shall automatically terminate.
29. Miscellaneous.
29.1 Financial Statements. Upon Landlord's written request from time to time
(not more frequently than once per year), Tenant shall promptly furnish Landlord with certified
financial statements reflecting Tenant's then-current financial condition, in such form and detail
as Landlord may reasonably request; provided, however, that so long as the stock of Tenant is
DSC:901613.3/AME285-141885 - 25
traded on a national exchange, Tenant, may furnish an annual report instead of financial
statements.
29.2 References. All personal pronouns used in this Lease, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the singular shall include
the plural, and vice versa. The use herein of the word "including" or "include" when following
any general statement, term or matter shall not be construed to limit such statement, term or
matter to the specific items or matters set forth immediately following such word or to similaz
items or matters, whether or not non-limiting language (such as "without limitation", or "but not
limited to," or words of similar import) is used with reference thereto. All references to
"mortgage" and "mortgagee" shall include deeds of trust and beneficiaries under deeds of trust,
respectively. All Exhibits and Riders referenced and attached to this' Lease are incorporated in
this Lease by this reference. The captions preceding the Sections and Articles of this Lease have
been inserted solely as a matter of convenience, and such captions in no way define or limit the
scope or intent of any provision of this Lease.
29.3 Successors and Assilans. The terms, covenants and conditions contained
in this Lease shall bind and inure to the benefit of Landlord and Tenant and, except as otherwise
provided herein, their respective personal representatives and successors and assigns; provided,
however, that upon the sale, assignment or transfer by Landlord (or by any subsequent Landlord)
of its interest in the Building as owner or lessee, including, without limitation, any transfer upon
or in lieu of foreclosure or by operation of law, Landlord (or subsequent Landlord) shall be
relieved from all subsequent obligations or liabilities under this Lease, and all obligations
subsequent to such sale, assignment or transfer (but not any obligations or liabilities that have
accrued prior to the date of such sale, assignment or transfer) shall be binding upon the grantee,
assignee or other transferee of such interest. Any such grantee, assignee or transferee, by
accepting such interest, shall be deemed to have assumed such subsequent obligations and
liabilities.
29.4 Severability. If any provision of this Lease or the application thereof to
any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this Lease, or the application of such provision to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each provision of this
Lease shall remain in effect and shall be enforceable to the full extent permitted by law.
29.5 Construction. This Lease shall be governed by and construed in
accordance with the laws of the State in which the Building is located, without regard for such
State's choice of law requirements.
29.6 Integration. The terms of this Lease (including, without limitation, the
Exhibits and Riders to this Lease) are intended by the parties as a final expression of their
agreement with respect to such terms as are included in this Lease and may not be contradicted
by evidence of any prior or contemporaneous agreement, arrangement, understanding or
negotiation (whether oral or written). The parties further intend that this Lease constitutes the
complete and exclusive statement of its terms, and no extrinsic evidence whatsoever may be
introduced in any judicial proceeding involving this Lease. Neither Landlord nor Landlord's
agents have made any representations or warranties with respect to the Premises, the Building,
DSC:901613.3/AME285-141885 - 26 -
the Property or this Lease except as expressly set forth herein. The language in all parts of this
Lease shall in all cases .be construed as a whole and in accordance with its fair meaning and not
construed for or against any party by reason of such party having drafted such language.
29.7 Surrender. Upon the expiration or sooner termination of the Term, Tenant
will quietly and peacefully surrender to Landlord the Premises in the condition in which they aze
required to be kept as provided in this Lease, ordinary wear and tear excepted. Upon expiration
or eazlier termination of this Lease, Tenant shall, immediately upon request of Landlord, execute,
acknowledge and deliver to Landlord a recordable deed quitclaiming to Landlord any interest of
Tenant in the Premises, the Property and this Lease.
29.8 Quiet Enjoyment. Upon Tenant paying the Base Rent and Additional Rent
and performing all of Tenant's obligations under this Lease, Tenant may peacefully and quietly
enjoy the Premises during the Term as against all persons or entities claiming by or through
Landlord; subject, however, to the provisions of this Lease and to any mortgages or deeds of
trust or ground or underlying leases referred to in Article 12.
29.9 Holding_Over. If Tenant shall hold over after the expiration of the Term,
Tenant shall pay monthly Base Rent equal to one hundred fifty percent (150%) of the Base Rent
payable during the final full month of the lease year (exclusive of abatements, if any), in which
such termination occurs together with an amount reasonably estimated by Landlord for the
monthly Additional Rent payable under this Lease, and shall otherwise be on the terms and
conditions herein specified so far as applicable (but expressly excluding all renewal or extension
rights). No holding over by Tenant after the Term shall operate to extend the Term. In the event
of any holding over without Landlord's prior written consent, Tenant shall indemnify Landlord
against all claims for damages by any other tenant to whom Landlord may have leased all or any
part of the Premises commencing upon or after the expiration of the Term. Any holding over
with Landlord's written consent shall be construed as a tenancy at sufferance or from month to
month, at Landlord's option. Any holding over without Landlord's written consent shall entitle
Landlord to reenter the Premises as provided in Article 19, and to enforce all other rights and
remedies provided by law or this Lease.
29.10 Time of Essence. Time is of the essence of each and every provision of
this Lease.
29.11 Broker's Commissions. Each party represents and warrants to the other
that it has not entered into any agreement or incurred or created any obligation which might
require the other party to pay any broker's commission, finder's fee or other commission or fee
relating to the leasing of the Premises, other than the Broker. Each party shall indemnify, defend
and hold harmless the other and the other's constituent partners and their respective officers,
directors, shareholders, agents and employees from and against all claims for any such
commissions or fees made by anyone claiming by or through the indemnifying party.
29.12 No Mercer. The voluntary or other surrender or termination of this Lease
by Tenant, or a. mutual cancellation hereof shall not work a merger, but, at Landlord's sole
option, shall either terminate all existing subleases or subtenancies or shall operate as an
assignment to, Landlord of all such subleases or subtenancies.
DSC:9U1613.3/AME285-141885 - 27
29.13 Survival. All of Tenant's and Landlord's covenants and obligations
contained in this Lease which by their nature might not be fully performed or capable of
performance before the expiration or eazlier termination of this Lease shall survive such
expiration or earlier termination. No provision of this Lease providing for termination in certain
events shall be construed as a limitation or restriction of Landlord's or Tenant's rights and
remedies at law or in equity available upon a breach by the other party of this Lease.
29.14 Amendments. No amendments or modifications of this Lease or any
agreements in connection therewith shall be valid unless in writing duly executed by both
Landlord and Tenant. No amendment to this Lease shall be binding on any mortgagee or
beneficiary of Landlord (or purchaser at any foreclosure sale} unless such mortgagee or
beneficiary shall have consented in writing to such amendment.
29.1 S WAIVER OF JURY TRIAL. LANDLORD AND TENANT
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WANE TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY AGAINST THE OTHER
IN ANY MATTER ARISING OUT OF THIS LEASE, THE RELATTONSHIl' OF LANDLORD
AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES OR ANY CLAIM
OF INJURY OR DAMAGE.
29.16 Si a e. Landlord will provide one building standazd suite sign at the
entrance to the Premises and one building standard directory strip in the Building's lobby
directory. Landlord will also place Tenant's name on the Building's mo ument signage located
at ~- C Gor-1..G ~ m ~- ~.-av / s a. ~ v ~ v L ~. d t2t tf'.~, r ~oq a~
y~3
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DSC:901613.3/AME285-141885 - 2g
29.17 DELIVERY FOR EXAMINATION. DELIVERY OF THE LEASE TO
TENANT SHALL NOT BIND LANDLORD IN ANY MANNER, AND NO LEASE OR
OBLIGATIONS OF LANDLORD SHALL ARISE UNTIL THIS INSTRUMENT IS SIGNED
BY BOTH LANDLORD AND TENANT AND DELIVERY IS MADE TO EACH.
SEE RIDER ATTACHED TO AND MADE A PART OF THIS LEASE.
IN WITNESS WHEREOF, Landlord and Tenant have each caused their duly authorized
representatives to execute this Lease on their behalf as of the date first above written.
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PR TY UST, its general partner
By: Name:
Title:
TENANT
OLD CORNERSTO ~N CIAL LLC
B Name: ~--
Y•
Title:
DSC:901613.3/AMEZ85-141885 - 29 -
RIDER
1. CONFESSION OF JUDGMENT.
(A) IF TENANT SHALL DEFAULT IN THE PAYMENT OF THE RENT
OR ANY OTHER SUMS DUE UNDER THIS LEASE BY TENANT, TENANT HEREBY
IRREVOCABLY AUTHORIZES AND EMPOWERS ANY PROTHONOTARY OR
ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR TENANT IN ANY AND
ALL SUITS OR ACTIONS WHICH MAY BE BROUGHT FOR SAID RENT AND/OR SAID
OTHER SUMS; AND IN SAID SUITS OR ACTIONS TO CONFESS JUDGMENT AGAINST
TENANT FOR ALL OR ANY PART OF SAID RENTAL AND/OR' SAID OTHER SUMS,
AND FOR INTEREST AND COSTS, TOGETHER WITH AN ATTORNEYS' COMMISSION
FOR COLLECTION OF $ 10,000.00. SUCH AUTHORITY SHALL NOT BE EXHAUSTED
BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS
AFORESAID FROM TIME TO TIME AS OFTEN AS ANY OF SAID RENT AND/OR
OTHER SUMS SHALL FALL DUE OR BE IN ARREARS, AND SUCH POWERS MAYBE
EXERCISED AS WELL AFTER THE TERMINATION OR EXPIRATION OF THE TERM
OF THIS LEASE.
(B) WHEN THIS LEASE OR TENANT'S RIGHT OF POSSESSION SHALL
BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY OTHER
REASON, EITHER DURING THE TERM OF THIS LEASE, AND ALSO WHEN AND AS
SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN TERMINATED, TENANT
HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY
COURT OF RECORD AS ATTORNEY FOR TENANT AND ANY PERSONS CLAIMING
THROUGH OR UNDER TENANT TO CONFESS JUDGMENT IN EJECTMENT AGAINST
TENANT AND ALL PERSONS CLAIMING THROUGH OR UNDER TENANT FOR THE
RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES, FOR WHICH THIS
LEASE SHALL BE SUFFICIENT WARRANT, WHEREUPON, IF LANDLORD SO
DESIRES, A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH,
WITHOUT ANY PRIOR WRIT OR PROCEEDINGS WHATSOEVER, AND PROVIDED
THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN
COMMENCED THE SAME SHALL BE DETERMINED, CANCELED OR SUSPENDED
AND POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE
RESTORED TO TENANT OR ANY PERSON CLAIMING THROUGH OR UNDER
TENANT, LANDLORD SHALL HAVE THE RIGHT, UPON ANY SUBSEQUENT
DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT TERMINATION OR
EXPIRATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION HEREOF, OR OF
TENANT'S RIGHT OF POSSESSION, AS HEREINBEFORE SET FORTH, TO CONFESS
JUDGMENT IN EJECTMENT AS HEREINBEFORE SET FORTH ONE OR MORE
ADDITIONAL TIMES TO RECOVER POSSESSION OF THE SAID PREMISES.
(C) IN ANY ACTION OF OR FOR EJECTMENT OR FOR RENT OR OTHER
SUMS, IF LANDLORD SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN
AFFIDAVIT MADE BY IT OR SOMEONE ACTING FOR TT SETTING FORTH THE FACTS
NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL
DSC:901613.3/AME285-141885
BE CONCLUSIVE EVIDENCE OF SUCH FACTS; AND IF A TRUE COPY OF THIS LEASE
(AND OF THE TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT
EVIDENCE) BE FILED IN SUCH ACTION, IT SHALL. NOT BE NECESSARY TO FILE
THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR
PRACTICE TO THE CONTRARY NOTWITHSTANDING.. TENANT RELEASES TO
LANDLORD, AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR TENANT,
ALL PROCEDURAL ERRORS IN ANY PROCEEDINGS TAKEN BY LANDLORD,
WHETHER BY VIRTUE OF THE WARRANTS OF ATTORNEY CONTAINED IN THIS
LEASE OR NOT, AND ALL LIABILITY THEREFORE.
IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE EXECUTED THIS
RIDER. °`
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PROPERTY UST, its general partner
By: Name:
Title: STEPHEN 1. BUTTE
Yica President
TENANT
OLD CORNE ~~ ONF CIAL, LLC
By: Name• f~tf
Title: ~a - ',~~
DSC:901613.3/AME285-141885 - 2 -
WAIVER OF PRIOR HEARING CERTIFICATION
The undersigned acknowledges that, subject only to the default notices and cure periods
expressly provided for in the above Lease, the above Lease authorizes and empowers Landlord,
without the undersigned receiving anv urior notice or anv prior hearing in anv court, to cause the
entry of judgments against the undersigned for money and for possession of the leased premises
and immediately thereafter, without the undersigned receiving anyprior notice or anv prior
hearin,~ in anv court, to exercise post judgment enforcement and execution remedies (which may
include, without limitation, seizure of bank accounts, the sale of the undersigned's assets and
removal of the undersigned from the leased premises bylaw enforcement officers).
The undersigned acknowledges that it has agreed to waive its rights to a prior notice and hearing
under the Constitution of the United States, .the Constitution of the Commonwealth of
Pennsylvania and all other applicable state and federal laws, in connection with Landlord's
ability to cause the entry of judgments against the undersigned and immediately thereafter
exercise Landlord's post judgment enforcement execution remedies The undersigned has
discussed the legal impact of this waiver with its independent counsel, and the undersigned
acknowledges that it has freely waived such rights.
OLD CORNS T FIN CIAL, LLC.
By:
Name: r,, 9 ~K s~ 3`h~.
Title: (~ . ~,~
Dated: December 1l~ 2002
DSC:901613.3/AME285-141885
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EXHIBIT A
FLOOR PLAN DEPICTING PRENIISES AND EXPANSION SPACE
DSC:9016133/AME285-141885
EXHIBIT B
WORK LETTER
Landlord and Tenant agree as follows:
Designation of Tenant's Construction Representative.
Tenant designates Laurie Tessier as Tenant's Construction Representative. Tenant agrees
that Tenant's Construction Representative: (a) shall be available to meet and consult with
Landlord on a continuing basis at the Premises as Tenant's representative concerning the matters
which are the subject of this Work Letter; and (b) shall have the power legally to bind Tenant
under this Work Letter in giving direction to Landlord, in giving approval of design documents
and work, and in making requests and approval for changes.
2. Construction Documents: "Landlord's_Work".
Landlord and Tenant acknowledge that the full scope of Landlord's Work is described in
the plans and specifications dated November 19, 2002 prepared by Facilities Planning and
Architect, identification number A102 (the "Construction Documents'. Landlord and Tenant
confirm their approval of the Construction Documents.
Performance of Landlord's Work.
(a) Landlord shall supervise, oversee, schedule and coordinate the
performance of Landlord's Work. Landlord may (i) make substitutions of material or
components of equivalent grade and quality when and if any specified material or component
shall not be readily or reasonably available, and (ii) make changes to the work necessitated by
conditions met in the course of construction, provided that if any change is material and
substantial in nature, then Tenant's approval of such change shall first be obtained (which
approval shall not be unreasonably withheld or delayed so long as there shall be general
conformity with the Construction Documents).
(b) Landlord's Work is to be done by a contractor selected by Landlord.
(c) The term "Substantial Completion" or "Substantially Complete" shall
mean that state of completion of Landlord's Work, which will allow Tenant to use the Premises.
for its intended purposes without material interference to or impairment of Tenant's business
activities by reason of any item of work remaining to be done to effect full completion of
Landlord's Work; and in addition:
(i) reasonable means of access to the Premises, including
unobstructed corridors, hallways, stairways, ground lobby and exterior concrete sidewalks, and
passenger elevator service during Ordinary Business Hours, shall have been installed and shall
be available to Tenant; and
(ii) utilities and all other facilities necessary to Tenant's use and
occupancy of the Premises (including, but not limited to, heating, ventilation, air-conditioning,
DSC:901613.3/Ah1E285-141885
lavatories and electrical facilities) shall have been installed and shall be operational and available
to Tenant. Said facilities shall not be deemed to be unavailable if only minor or insubstantial
details of construction, decoration or mechanical adjustment remain to be done.
(c) The term "Substantial Completion Date shall mean the earlier of: (i) the
date on which the Landlord's Work is Substantially Complete'or (ii) the date that the Tenant
Improvement Work is Substantially Complete, less a period equal to the aggregate duration of all
Tenant Delays.
5. Tenant's Construction Representative's Access and Inspection.
(a) Landlord and Tenant with their respective consultants shall make periodic
joint inspections of the Premises from time to time during construction at reasonable times on
business days, and each time shall jointly approve a written statement or assessment of the status
of construction, the tasks remaining to be completed and the date of Substantial Completion.
(b) As to all Landlord's Work performed by or on behalf of Landlord prior to
the Substantial Completion Date and not objected to by Tenant, it shall be conclusively deemed
on the Substantial Completion Date that such work was satisfactorily performed in accordance
with and meets the requirements of this Lease. Landlord shall have no liability for work
performed by Tenant's specialty contractors or work performed by or on behalf of Landlord in
accordance with the Construction Documents to the extent such work was defectively designed
by Tenant's architects or engineers. As to any item of Landlord's Work remaining to be
completed after the Substantial Completion Date ("Punchlist Items"), Landlord shall supervise
the completion of such items within sixty (60) days after Terant's notice thereof (except for
items which cannot reasonably be completed within such sixty (60)-day period, which items
shall be completed as promptly as practicable using diligent efforts thereafter).
DSC:901613.3/AME285-141885
EXHIBIT C
TERM COMMENCEMENT AGREEMENT
THIS AGREEMENT made as of , 2003, between the following parties
("Landlord" and "Tenant", respectively}:
LANDLORD: Keystone Operating Partnership, L.P.
TENANT: Old Cornerstone Financial, LLC
RECITALS a;
A. By lease dated December _, 2002 (the "Lease"), Landlord leased to Tenant
certain premises described in the Lease (the "Premises").
NOW, THEREFORE, Landlord and Tenant agree as follows:
1. The Commencement Date of the Lease is , 2003•
2. Nothing in this Term Commencement Agreement is intended to change or modify
the rights of the parties under the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Term Commencement
Agreement to be executed as of the date first above written..
LANDLORD
KEYSTONE OPERATING PARTNERSHII', L.P.
By: KEYSTONE PROPERTY TRUST, its general partner
By: Name:
Title:
TENANT
OLD CORNERSTONE FINANCIAL, LLC
By: Name:.
Title:
DS C:901613.3/AME285- l4l 885
EXHIBIT D
SPECIFICATION FOR CLEANING
AND JANITORIAL SERVICES
29.18 OFFICE AREA, COMMON AREAS, ELEVATORS AND
STAIRWELLS
Dust all office furniture, di la units, door frames and window led es 1 x week
S of clean doors, door flames, li t switches and walls 1 x week
Empty waste receptacles, taking trash to designated area in the building
for storage or removal. Take recyclable items to staging area for
removal
5 x week
Clean alI sand urns 5 x week
Clean and sanitize sinks and counterto s 5 x week
Clean and sanitize drinkin fountains 5 x week
Clean and sanitize eatin area table to s 5 x week
Dust wall fixtures, tops of door and window frames, comers and
baseboards
1 x er month
Clean and olish or dam wi a executive office fumiture 1 x month
Clean and sanitize tel hones 1 x month
Dust blinds 4 x er eaz
Dust li t fixtures 4 x er ear
Dust ceilin vents and air diffusers 4 x er eaz
29.18.1 CARPETED FLOOR SURFACES
Vacuum traffic lanes 5 x er week
Vacuum walk off mats 5 x er week
Vacuum ed es and corners 1 x er week
Vacuum stairwells 1 x er week
Police stairwells dail , swe and mo as needed '
29.18.2 HARD FLOOR SURFACE
Dust mo floor areas 5 x er week
Dam mo floor areas 5 x er week
S ra buff all file floors 4 x er eaz
Stri and re-seal hard surface floors 1 x er ear
DSC:901613.3/AME285-141885
29.18.3 GLASS CLEANING
Clean entrance door gla
Spot clean inside partite
Clean inside partition
29.18.4 RESTROOMS
5 x per week
1 x per week
1 x uer month
Clean and disinfect hand basins, toilet bowls, urinals, dispensers and ;, 15 x per week
fixtures $ x er week
S of clean the wall and artitions 1 x er week
Clean and disinfect artitions 5 x er week
Clean and disinfect floors 5 s er week
Polish fixtures 5 x er week
Clean mirrors
Re lenish a er su lies & Toile roducts rovided b Coverall
5 x
er week
29.18.5 CLOSING INSTRUCTIONS
5 x er week
Clean and or anize 'anitor closet 5 x er week
Turn off li is as instructed 5 x er week
Lock doors and windows as instructed 5 x er week
Set alarm system as instructed
DSC:901613.3/pME285-141885
LICENSE AGREEMENT
This is a LICENSE AGREEMENT (this "Agreement") dated as of this Il.~day of
~'.-Novcarber 2002, by and between KEYSTONE OPERATING PARTNERSHIP, L.P., a
Delaware limited liability company (the Licensor) and OLD CORNERSTONE
FINANCIAL, LLC, a Missouri limited liability company (the "Licensee").
BACKGROUND
WHEREAS, Licensor is the owner of that certain office building located at 4900 Ritter
Road, Mechanicsburg, PA consisting of approximately 55,574 square feet (the "Building"); and
WHEREAS, Licensor desires to grant to Licensee and Licensee desires to obtain from
Licensor a license to occupy a 6,664 square foot portion of the Building, as shown on Exhibit A
attached hereto and made a part hereof (the "Premises"), for the purpose of operating general
business offices; and
AGREEMENT
NOW, THEREFORE, inconsideration ofthe mutual promises contained herein, Licensor
and Licensee agree as follows:
1. Licensed Area. Licensor grants to Licensee and Licensee accepts from Licensor a
revocable and temporary license (the "License") to use the Premises, subject to the terms and
conditions contained herein.
2. Term. The Term of the License granted hereby shall commence upon the execution
date hereof (the "Commencement Date") and shall expire on the date that Tenant takes
occupancy of permanent space in the Building pursuant to a Lease Agreement to be negotiated
between the parties, which negotiations shall be conducted in good faith by both parties (the
"Lease") (such date of permanent space occupancy being referred to herein as the "Expiration
Date") (the time between the Commencement Date and the Expiration Date being referred to
herein as the "Term"), provided, however, that either party shall have the right to terminate this
Agreement at any time upon forty-five (45) days prior written notice to the other party. After the
Expiration Date, the Term of this Agreement and License shall continue on a month-to-month
basis until terminated by either party as aforesaid.
3. Consideration. The parties hereto agree that there shall be no formal fee for the use of
the Premises by Licensee, it being understood that the parties are negotiating the execution and
delivery of the Lease in good faith, and it being further understood that Landlord has agreed to
enter into this Agreement in anticipation of entering into the Lease with Licensee (the
"Consideration ). The parties hereto agree that such Consideration DOES NOT include charges
to Licensee for security system upgrades to accommodate Licensees requirements, or any similaz
charges, all of which shall be payable by Licensee as and when billed by Licensor as additional
operating expenses, and all such costs and expenses, together with the Consideration, shall be
considered the Consideration for all purposes hereunder. Any portion of the Consideration,
which has accrued but has not been paid as of the expiration or sooner termination of the Term,
..
Error! Unknown document property name.
shall be payable in accordance with the terms of this Agreement, and such payment obligations
shall survive the expiration or sooner termination of the Term.
4. Security ~euosit: Intentionally omitted.
5. Permitted Use. The Premises shall only be used for warehouse purposes with
ancillary office use, and for no other purpose.
6. Condition of Premises. Licensor has made no representations to the condition of the
Premises or the fitness or availability of the Premises for any particular use, and Licensee shall
accept the Premises in their "as is" condition in the configuration shown on Exhibit A.
7. Right to Enter• Licensee shall have the right, at Licensee's sole cost and expense, to
secure the Premises with appropriate locks and security devices. Notwithstanding the foregoing,
Licensor, its agents (including, without limitation, Licensoe's building manager) or employees
shall be given the keys (and/or security information) necessary in order for Licensor to enter the
Premises, and Licensor, its agents (including, without limitation, Licensoe's building manager)
and employees may enter the Premises at reasonable times including normal business hours, and
at any time in the event of an emergency, to: (a} exhibit the Premises to prospective purchasers
or Licensees of the Building or the Premises; (b) inspect the Premises to see that Licensee is
complying with its obligations hereunder; (c) make repairs, alterations, improvements and
additions required of Licensor under the terms hereof, or that are advisable in Licensoe's
determination to preserve the integrity, safety and good order of all or any part of the Premises or
the Building, including any systems serving the Building which run through the Premises, or
which may be necessary to comply with applicable laws, ordinances or other requirements of any
governmental entity or agency having jurisdiction; (d) provide any services required under this
License; and (e) remove any alterations, additions or improvements made by Licensee in
violation of this Agreement.
8. Insurance.
(a) Insurance on Licensee's Pronertv. Licensee shall procure at its cost and
expense and keep in effect during the term hereof insurance coverage for all risks of physical
loss or damage insuring the full replacement value of Licensee's trade fixtures, furnishings,
equipment, plate glass, signs and all other items of personal property of Licensee.
(b) Licensee's Liability Insurance. Licensee shall procure at its cost and expense
and maintain throughout the term hereof comprehensive commercial general liability insurance
applicable to the Premises with a minimum combined single limit of liability of One Million
Dollars ($1,000,000), statutory worker's compensation insurance, and employer's liability
insurance with a Five Hundred Thousand Dollar ($500,000) minimum limit covering all of
Licensee's employees. Such liability insurance shall include, without limitation, products and
completed operations liability insurance, fire and legal liability insurance, contractual liability
insurance applicable to all of Licensee's indemnity obligations under this Lease, and such other
coverage as Licensor may reasonably require from time to time.
(c) Form of Policies. Licensee's insurance shall be issued by companies
authorized to do business in the Commonwealth of Pennsylvania. All insurance policies required
CWidowrlTBMPll.iccwe AQeaOem for OW Ca~aerlax Piwci+l ®1900 RMw Rod Maehuiuhq PAdoc
to be carried by Licensee under this Lease (except for worker's compensation insurance) shall (i)
name Licensor and any other parties reasonably named by Licensor as additional insureds, (ii) as
to liability coverages, be written on an "occurrence" basis, (iii) provide that Licensor shall
receive thirty (30) days' notice from the insurer before any cancellation or change in coverage,
and (iv) contain a provision that no act or omission of Licensee shall affect or limit the obligation
of the insurer to pay the amount of any loss sustained. Each such policy shall contain a provision
that such policy and the coverage evidenced thereby shall be primary and non-contributing with
respect to any policies carried by Licensor. Licensee shall deliver reasonably satisfactory
evidence of such insurance to Licensor on or before the Commencement Date, and thereafter at
least thirty (30) days before the expiration dates of expiring policies. At Licensoe's request,
Licensee shall deliver to Licensor copies of such policies. The limits of the insurance required
under this Agreement shall not limit the liability of Licensee.
(d) Compliance with Insurance Reuirements. Licensee shall not do anything, or
suffer or permit anything to be done, in or about the Premises that shall invalidate or be in
conflict with the provisions of any fire or other insurance policies covering the Building.
Licensee at Licensee's expense, shall comply with, and shall cause all occupants of the Premises
to comply with, all applicable customary rules, orders, regulations or requirements of any board
of fire underwriters or other similaz body.
(e) Waiver of Subrogation. Notwithstanding anything to the contrary in this
Agreement, Licensor and Licensee mutually waive their respective rights of recovery against
each other and each other's officers, directors, constituent partners, agents and employees, and
Licensee waives such rights against each lessor under any ground or underlying lease and each
lender under any mortgage or deed of trust or other lien encumbering the Property or any portion
thereof or interest therein, to the extent any loss is or would be covered by fire, extended
coverage, and other property insurance policies required to be carried under this Agreement or
otherwise carried by the waiving party, and the rights of the insurance carriers of such policy or
policies to be subrogated to the rights of the insured under the applicable policy. Each party
shall cause its insurance policy to be endorsed to evidence compliance with such waiver.
9. Compliance with Law. Licensee, at its expense; shall comply with all applicable
laws, ordinances, orders, rules and regulations of any governmental authority having jurisdiction,
whether now or hereafter in effect ("Applicable Laws"), which pertain to the Premises or
Licensee's use thereof, and all Applicable Laws affecting the physical condition of the Premises
or the particular manner in which Licensee uses the Premises, and all Applicable Laws
pertaining to air or water quality, the use, storage or disposal of any hazardous substance,
pollutant or other contaminant, waste disposal, air emissions and other environmental matters.
10. Indemnification.
(a) Licensee does hereby agree to defend, indemnify and hold Licensor, its
partners, members, stockholders, officers, directors, employees, agents, contractors and
Licensor's building manager harmless from and against any and all liability for any injury to or
death of any person or persons or any damage to property in any way arising out of or in
connection with the condition, use or occupancy of the Premises, or in any way arising out of
any activities in or about the Premises or the Building, of Licensee, its agents, employees,
C:\windo.rATEMN.icau AgrccmcW for Old COr0aslo0s Pi~cial ®1900 Ri0a Rord ~Aa6rinhori PAdx
licensees, contractors or invitees, and from all costs, expenses and liabilities (including, but not
limited to, court costs and reasonable attorneys' fees) incurred by Licensor in connection
therewith, excepting however, liability caused by or resulting from the gross negligence or
willful misconduct of Licensor or its agents, employees, licensees or contractors.
(b) Licensor hereby agrees that Licensor shall indemnify, defend and hold
Licensee harmless from and against any and all costs, expenses and liabilities,- including
reasonable attorney's fees, incurred by Licensee which may arise as a result of any damages or
loss incurred by Licensee caused by or resulting from Licensor's grossly negligent acts or
omissions or willful misconduct.
(c) Licensee covenants and agrees that Licensor shall not be liable to Licensee for
any injury to or death of any person or persons or for damage to any property of Licensee, or any
person claiming through Licensee, arising out of any accident or occurrence in or about the
Premises or other portions of the Building, including, but not limited to, injury, death or damage
caused by the Premises or other portions of the Building that become out of repair or caused by
any defect in or failure of equipment, pipes or wiring, or caused by broken glass, or caused by
the backing up of drains, or caused by gas, water, steam, electricity, or oil leaking, escaping or
flowing into the Premises, or caused by fire or smoke or caused by the acts or omissions of other
Licensees, licensees and occupants of the Building.
(d) Licensee does hereby agree to defend, indemnify and hold Licensor, its
partners, members, stockholders, officers, directors, employees, agents, contractors and
subcontractors harmless from and against any and all costs, expenses, liabilities and damages in
any way arising out of or in connection with preparation of permanent space for Licensee in the
Building in anticipation of Licensee entering into the Lease, or in any way arising out of the
Lease regardless of whether a Lease is ever entered into between the parties, and from all costs,
expenses, liabilities and damages (including, but not limited to, court costs and reasonable
attorneys' fees) incurred by Licensor in connection with this Agreement, the Lease or the
enforcement of this indemnification provision.
(e) Licensee agrees to report in writing to Licensor any defective condition in or
about the Premises known to Licensee.
11. Licensee's Risk. Licensee shall, at all times during the Term hereof and for such
further time as Licensee shall occupy the Premises or any part thereof, keep all effects and
property of every kind, nature and description of Licensee and of all persons claiming by,
through or under Licensee which, during the continuance of this Agreement or any occupancy of
the Premises by Licensee or anyone claiming under Licensee, may be in the Premises or in the
Building, at the sole risk and hazard of Licensee, and if the same shall be lost or damaged by any
cause, no part of said loss or damage is to be charged to or to be borne by Licensor, and Licensor
is hereby released from all liability in connection therewith; provided that Licensor shall in no
event be indemnified or held harmless or exonerated from any liability to Licensee or to any
other person, for any injury, loss, damage or liability to the extent prohibited by law.
12. Yield Un~ Holdover. No later than the last day of the Term or earlier termination as
provided herein, Licensee will remove all Licensee's personal property, and repair all injury done
C~WiMOeMTEMAIiceiue ApeeneM for Otl Camatwne FwociA /~ e900 Refer Rod Mecbwkaberd PA.doc
by or in connection with installation or removal of said property and surrender the Premises
(together with all keys, access cards or entrance passes to the Premises and/or Building) in as
good a condition as it was at the beginning of the Term, reasonable wear and tear, unrepaired
casualty not caused by Licensee and condemnation excepted. All property of Licensee
remaining in the Premises without Licensoe's consent after expiration or earlier termination of
the Term shall be deemed conclusively abandoned and maybe removed by Licensor, and
Licensee shall reimburse Licensor for the cost of removing the same and for any repair to the
Premises or the Building as a result of such removal, subject, however, to Licensoe's right to
require Licensee to remove any improvements or additions made to the Premises by Licensee
pursuant to the terms of this License.
13. AssSi , ent. Licensee shall not assign, pledge or otherwise transfer its rights under
this Agreement in whole or in part, whether voluntarily, involuntarily or by. operation of law.
14. Alterations. Licensee shall not make any installations, alterations or additions in, to
or on the Premises without on each occasion obtaining the prior written consent of Licensor
which maybe granted or withheld at the Licensor's sole discretion. If Licensor shall consent to
any such alterations, Licensee will use only contractors or workers consented to by Licensor in
writing prior to the time such work is commenced. Licensor may condition its consent upon its
receipt of acceptable lien waivers and certificates of insurance from such contractors or
workmen. Licensee shall promptly satisfy any. lien or claim of lien for material or labor claimed
against the Premises or Building, or both, by such contractors or workmen if such claim should
arise, and hereby indemnifies and holds Licensor harmless from and against any and all losses,
costs, damages, expenses or liabilities including, but not limited to, attorney's fees, incurred by
Licensor, as a result of or in any way related to such claims or such liens. Licensor hereby
consents to Licensee's installation of wiring for a forklift battery charging station after the third
column on the north wall of the Premises at Licensee's sole cost and expense in accordance with
all building standard materials and procedures and the other requirements of this Paragraph 14.
15. Casualty or Condemnation. In the event of a casualty or condemnation which renders.
all or a part of the Premises unusable by Licensee, either Licensee or Licensor may elect to
terminate this Agreement by giving not less than 10 days' written notice to the other of such
termination.
16. Maintenance• Nuisance, Etc. Licensee shall keep and maintain the Premises in good
and safe order and repair. Licensee shall not injure, deface or otherwise harm the Premises ar
the Building; nor commit any nuisance; nor make, allow or suffer any waste; nor interfere with
or disturb the quiet enjoyment of the use of the Building or any portion thereof by any other
licensees or Licensees in the Building; nor make any use of the Premises which is improper,
offensive or contrary to any law or ordinance or which will invalidate or increase the premiums
for any of Licensor's insurance.
17. Hazardous Materials.
(a) "Hazardous Substance" shall mean any hazardous or toxic substance, material
or waste which is or becomes regulated by any local, state or federal governmental authority.
having jurisdiction. The term "Hazardous Substance" includes, without limitation, any material
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or substance which is (i) designated as a "hazardous substance" pursuant to Section 311 of the
Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined as a "hazardous
waste pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C.
(...)
Section 6901 et seq. (42 U.S.C. Section 6903 , iii defined as a "hazardous substance" pursuant
to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act,
42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (iv) petroleum or (v) asbestos or
asbestos-containing materials.
(b) Licensee shall not cause or suffer or allow any Hazardous Substances to be
brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the
Property by Licensee or any of Licensee's contractors, employees or invitees or by anyone in the
Premises (other than Licensor or its agents, employees or contractors), except to the extent such
Hazardous Substances are customarily kept or used by typical office Licensees. If the
obligations imposed by the preceding sentence are breached, or if the presence of any Hazardous
Substance on the Premises or the Property caused or suffered or permitted by Licensee or any of
Licensee's contractors, employees or invitees or by anyone in the Premises (other than Licensor
or its agents, employees or contractors) results in contamination of the Premises or the Property,
then Licensee shall indemnify, defend and hold Licensor harmless from any and all claims,
judgments, damages, penalties, fines, costs, liabilities, expenses and losses (including, without
limitation, diminution in value of the Property, damages for the loss or restriction on use of
leasable space or of any amenity of the Building, damages arising from any adverse impact on
marketing of space and sums paid in settlement of claims, attorneys' fees, consultant fees and
expert fees) which arise during or after the Term as a result of such contamination. This
indemnification shall include, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal or restoration work required
by any federal, state or local governmental agency or political subdivision because of any
Hazardous Substance present in the soil or groundwater on or under the Property.
18. Default.
(a) Licensee's failure to observe or perform any covenant or agreement contained
herein on Licensee's part to be observed or performed, after Licensor shall have given Licensee
twenty-four (24) hours written notice of such non-observance or non-performance, shall
constitute a default hereunder. In the event of a default hereunder, in addition to all other
remedies available at law or in equity, Licensor shall be entitled to immediately revoke the
license granted herein. In such event Licensor may, without further notice and without prejudice
to any other remedy Licensor may have, enter upon the Premises and expel or remove Licensee
and Licensee's effects without being liable for any claim for trespass or damages therefor.
(b) CONFESSION OF JUDGMENT.
(i) WHEN THIS LICENSE OR LICENSEE'S RIGHT OF
POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR
FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LICENSE, AND
ALSO WHEN AND AS SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN
TERMINATED, LICENSEE HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS
ANY ATTORNEY OF ANY COURT OF RECORD AS ATTORNEY FOR LICENSEE AND
C1vinAowsITEMPLL.iteore Apmaau Wr OW ComuWne Pinantial ®900 Riua RcN MaluoicrMwt PAda
ANY PERSONS CLAIMING THROUGH OR UNDER LICENSEE TO CONFESS
JUDGMENT IN EJECTMENT AGAINST LICENSEE AND ALL PERSONS CLAIMING
THROUGH OR UNDER LICENSEE FOR THE RECOVERY BY LICENSOR OF
POSSESSION OF THE PREMISES, FOR WHICH THIS LICENSE SHALL BE SUFFICIENT
WA1tRANT, WHEREUPON, IF LICENSOR SO DESIRES, A WRIT OF EXECUTION OR OF
POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OR
PROCEEDINGS WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER
SUCH ACTION SHALL HAVE BEEN COMMENCED THE SAME SHALL BE
DETERMINED, CANCELED OR SUSPENDED AND POSSESSION OF THE PREMISES
HEREBY DEMISED REMAIN IN OR BE RESTORED TO LICENSEE OR ANY PERSON
CLAIMING THROUGH OR UNDER LICENSEE, LICENSOR SHALL HAVE THE RIGHT,
UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT
TERMINATION OR EXPIRATION OF THIS LICENSE OR ANY RENEWAL OR
EXTENSION HEREOF, OR OF LICENSEE'S RIGHT OF POSSESSION, AS
HEREINBEFORE SET FORTH, TO CONFESS JUDGMENT IN EJECTMENT AS
HEREINBEFORE SET FORTH ONE OR MORE ADDITIONAL TIMES TO RECOVER
POSSESSION OF THE SAID PREMISES.
(ii) IN ANY ACTION OF OR FOR EJECTMENT, IF LICENSOR
SHALL FIRST CAUSE TO BE FILED IN SUCH ACTION AN AFFIDAVIT MADE BY IT
OR SOMEONE ACTING FOR IT SETTING FORTH THE FACTS NECESSARY TO
AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL BE CONCLUSIVE
EVIDENCE OF SUCH FACTS; AND IF A TRUE COPY OF THIS LICENSE (AND OF THE
TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE) BE
FILED IN SUCH ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS
A WARRANT OF ATTORNEY, ANY RULE OF COURT, CUSTOM OR PRACTICE TO
THE CONTRARY NOTWITHSTANDING. LICENSEE RELEASES TO LICENSOR, AND
TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR LICENSEE, ALL
PROCEDURAL ERRORS IN ANY PROCEEDINGS TAKEN BY LICENSOR, WHETHER
BY VIRTUE OF THE WARRANTS OF ATTORNEY CONTAINED IN THIS LICENSE OR
NOT, AND ALL LIABILITY THEREFOR.
19. No Estate Conveyed. This Agreement does not and shall not be deemed to (a)
constitute a lease or a conveyance of personal or real property by Licensor to Licensee or (b)
confer upon Licensee any right, title, estate or interest in the Premises. This Agreement grants to
Licensee only a personal privilege revocable by Licensor on the terms set forth herein.
20. Notices. Notices hereunder shall be in writing and shall be delivered by hand or
national overnight delivery service or sent by registered or certified mail, postage prepaid, return
receipt requested:
If intended for Licensor, addressed to:
c/o Keystone Realty Services, Inc.
200 Four Falls Corporate Center
Suite 208
West Conshohocken, PA 19428
CMinAowt~TEMPLL3ccrue Apeenxnt [ar ON Carnersooe Piorieul ®900 Ricer PoW Mahaninbur{ PAdoe
r
Attention: Patrick McBride or Property Manager
email address: pmcbride@keystoneproperty.com
with a copy to
Keystone Property Trust
200 Four Falls Corporate Center
Suite 208
West Conshohocken, PA 19428
Attention: General Counsel
(or to such other address or addresses as may from time to time hereafter be designed by
Licensor by written notice to the Licensee in the manner set forth herein).
If intended for Licensee, addressed to:
c/o CRESA Partners
150 S. 5`h Street
Suite 3200
Minneapolis, MN 55402
Attention: Mazk A. Shepard, CEO
(or to such other address or addresses as may from time to time hereafter be designated by
Licensee by written notice to the Licensor in the manner set forth herein).
All such notices shall be effective when delivered in hand (provided the party delivering
the same shall prepaze and present to the recipient for signature, a suitable receipt evidencing
such delivery) by national overnight delivery service, or when deposited in the United States
mail within the continental United States.
21. Exculpation of Licensor. Licensor's liability to Licensee with respect to this License
shall be limited solely to Licensor's interest in the Building. Neither Licensor, nor any partner,
officer, director, member, employee or shareholder of Licensor, shall have any personal liability
whatsoever with respect to this Agreement and the License granted herein.
22. Entire Agreement: No Waiver. This Agreement contains the entire agreement of the
parties hereto and no representations, inducements, promises or agreements, oral or otherwise,
between the parties not embodied herein shall be of any force and effect. The failure of either
party to insist in any instance on strict performance of any covenant or condition hereof, or to
exercise any option herein contained, shall not be construed as a waiver of such covenant,
condition or option in any other instance. This Agreement cannot be changed or terminated
orally, and can be modified only in writing, executed by each party hereto.
23. GoverningLLaw. This Agreement has been made under and shall be construed and
interpreted under and in accordance with the laws of the Commonwealth of Pennsylvania.
24. Authori .Licensee represents and warrants to Licensor that the individual executing
this Agreement has the requisite authority to legally bind Licensee to this Agreement and all of
the terms hereof.
25. Subordination. This Agreement is and shall be subject and subordinate to all ground
leases, deeds of trust and mortgages (collectively, "Mortgages") which may now or hereafter
affect the Premises and also to all renewals, modifications, consolidations, replacements, and
extensions of such Mortgages. This provision is self-executing and no further instrument shall
be required to establish such subordination. If any foreclosure proceedings are brought which
affect the Premises, or if the power of sale under a Mortgage is exercised, then Licensee shall
attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the
Licensor under this Agreement.
26. Broker. Each party represents and warrants to the other that it has not entered into
any agreement or incurred or created any obligation which might require the other party to pay
any broker's commission, finder's fee or other commission or fee relating to the leasing of the
Premises. Each party shall indemnify, defend and hold harmless the other and the other's
constituent partners and their respective officers, directors, shareholders, agents and employees
from and against all claims for any such commissions or fees made by anyone claiming by or
through the indemnifying party. The obligations of each party under this Paragraph shall survive
the expiration of the Term or earlier termination of this Agreement.
IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement, as a
sealed instrument, as of the day and year first above written.
LICENSOR:
KEYSTONE OPERATING PARTNERSHIP, L.P.
By Keystone Property Trust, its General Partner
By:
Steph .Butte, Senior Vice President
LICENSEE:
OLD CO • FINtjNCIAL, LLC
its Managing Member
Printed Name/Title:
C:M~bdm~'tITEMf~Li<we AFB kr Old Cbmastone Fin,eeW ®4900 Riuu Rnd bAechaoic~bvj ~AAOt
WAIVER OF PRIOR HEARING CERTIFICATION
The undersigned acknowledges that, subject only to the default notices and cure periods
expressly provided for in the above License, the above License authorizes and empowers
Licensor, without the undersigned receiving anyprior notice or anYprior hearin inn any court, to
cause the entry of judgments against the undersigned for possession of the leased premises and
immediately thereafter, without the undersigned receiving anyurior notice or any prior hearing
in any court, to exercise post judgment enforcement and execution remedies (which may include,
without limitation, removal of the undersigned from the leased premises by law enforcement
.officers).
The undersigned acknowledges that it has agreed to waive its rights to a prior notice and
hearing under the Constitution of the United States, the Constitution of the Commonwealth of
Pennsylvania and all other applicable state and federal laws, in connection with Licensor's ability
to cause the entry of judgments against the undersigned and immediately thereafter exercise
Licensor's post judgment enforcement execution remedies The undersigned has discussed the
legal impact of this waiver with its independent counsel, and the undersi ed acknowledges that
it has freely waived such rights.
OLD C0~~91~ FII`yANCIAL, LLC
y -~- ,its
[anaai ~ Member
By'~X ~ ~' ~._
Printed Name/Title:
Dated: N~. D 2002
C:\w~edowe\TEMPLLkeue Apeww Ibr OM Ca~oemone Pwaneial ~ X900 Riga Rnd Maludc'MrE tA.doe
EXHIBIT A
Plan of Premises
R\wiMowllTFJdPILicprc Apm~au for Old Comwnooe PwosW ®900 Ri11R Aod Moclriuboq PAdoe
I
Exhibit A
.!
TERM COMMENCEMENT AGREEMENT
THIS AGREEMENT made as of February 12, 2003, between the following parties
("Landlord" and "Tenant", respectively):
LANDLORD: Keystone Operating Partnership, L.P.
TENANT: Old Cornerstone Financial, LLC
A. By lease dated December 16, 2002 (the "Lease"), Landlord leased to Tenant certain
premises described in the Lease (the "Premises").
NOW, THEREFORE, Landlord and Tenant agree as follows:
The Commencement Date of the Lease is February 1, 2003.
2. Nothing in this Term Commencement Agreement is intended to change or modify
the rights of the parties under the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have caused this Term Commencement
Agreement to be executed as of the date first above written.
LANDLORD
KEYSTONE OPERATING PARTNERSHIP, L.P.
By: KEYSTONE PROP T TRU ,its general partner
By: Name:
. BU1TE
Title: ~ t
TENANT
OLD CORNERSTONE CIAL, L
By: Name:
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MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
PROLOGIS SIX RIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law
AFFIDAVIT CERTIFYING ADDRESSES
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
ss.
I, Sally Hutchinson, being duly sworn in accordance with the law, hereby depose
and say:
(a) I am employed as a Regional Manager of an affiliate of ProLogis Six
Rivers Limited Partnership, plaintiff in the above-captioned action and, as such, am authorized
by the plaintiff to issue this affidavit on its behalf.
(b) The last-known addresses of the defendant is as follows:
PHDATA 1440273_1
Old Cornerstone Financial, LLC
4900 Ritter Road, Suite 103
Mechanicsburg, PA 17055
And
Old Cornerstone Financial, LLC
714 Spirit 40 Park Drive
Chesterfield, MO 63005
And
Old Cornerstone Financial, LLC
P.O. Box 26396
St. Louis Park, MN 55426
(c) The plaintiff s address is as follows:
ProLogis Six Rivers Limited Partnership
4900 Ritter Road, Suite 150
Mechanicsburg, PA 17055
1 ~
Sally Hutchinson
Sworn to and subscribed
before me this day
of May, 2007.
Notary Public
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MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone) Attorneys for ProLogis Six Rivers
(215) 751-2205 (facsimile) Limited Partnership
PROLOGIS SIX RIVERS LIMITED ) COURT OF COMMON PLEAS
PARTNERSHIP, a Delaware limited ) OF CUMBERLAND COUNTY,
partnership, ) PENNSYLVANIA
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
CNIL ACTION -Law
Plaintiff,
NO. ~ - ~Q~ lr t u c.l.~ [ ~/L
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant. )
AFFIDAVIT OF COMMERCIAL TRANSACTION
AND OF THE FACT THAT THE LEASE DOES NOT
CREATE A RETAIL INSTALLMENT SALE OR ACCOUNT
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
ss.
I, Sally Hutchinson, being duly sworn in accordance with the law, hereby depose
and say:
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MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone) Attorneys for ProLogis Six Rivers
(215) 751-2205 (facsimile) Limited Partnership
PROLOGIS SIX RIVERS LIMITED ) COURT OF COMMON PLEAS
PARTNERSHIP, a Delaware limited ) OF CUMBERLAND COUNTY,
partnership, ) PENNSYLVANIA
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
CIVIL ACTION -Law
Plaintiff
NO. d "1 _ 304 ~t u ~ C, ~.'~r~
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant. )
AFFIDAVIT OF FACT THAT INSTRUMENT CONTAINING
WARRANT OF ATTORNEY WAS NOT PART
OF CONSUMER-CREDIT TRANSACTION
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
ss.
I, Sally Hutchinson, being duly sworn in accordance with the law, hereby depose
and say:
(a) I am employed as a Regional Manager of an affiliate of ProLogis Six
Rivers Limited Partnership, plaintiff in the above-captioned action and, as such, am authorized
by the plaintiff to issue this affidavit on its behalf.
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I hereby confirm that the lease executed by the defendant (containing the warrant of attorney
pursuant to which judgment for ejectment is being confessed herein) did not arise as part of a
consumer-credit transaction.
,~ .
Sally Hut hinson
Sworn to and subscribed
before me this day
of May, 2007.
Notary Public
My Commission Expires:
NOTARIAL SEAL
SHEILA M MARitN
Notary Public
IOWER ALLEN 1VMP, CUMEERLAND
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
PROLOGIS SIX RIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law /
NO. D'7 -304 ~v c C~
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AFFIDAVIT OF NON-MILITARY SERVICE
COMMONWEALTH OF PENNSYLVANIA
COUNTY OF CUMBERLAND
ss.
I, Sally Hutchinson, being duly sworn in accordance with the law, hereby depose
and say:
(a) I am employed as a Regional Manager of an affiliate of ProLogis Six
Rivers Limited Partnership, plaintiff in the above-captioned action and, as such, am authorized
by the plaintiff to issue this affidavit on its behalf.
PHDATA 1440273_1
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(b) Based upon my personal knowledge (or upon my information and belief),
I hereby aver that the defendant is not a natural person and is not in the military service of the
United States, or of any state or territory thereof, as defined by the Soldiers and Sailors Civil
Relief Act of 1940, as amended.
L~(. ~ `~_~'/ ~.
Sally Hu chinson
Sworn to and subscribed
before me this ~ (p day
of May, 2007.
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Notary Public
My Commission Expires:
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone) Attorneys for ProLogis Six Rivers
(215) 751-2205 (facsimile) Limited Partnership
PROLOGIS SIX RIVERS LIMITED ) COURT OF COMMON PLEAS
PARTNERSHIP, a Delaware limited ) OF CUMBERLAND COUNTY,
partnership, ) PENNSYLVANIA
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
CIVIL ACTION -Law
Plaintiff,
NO. ~~' - 344y l.:t v ~l~
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant. )
PRAECIPE FOR ASSESSMENT
OF POSSESSION AND
ENTRY OF JUDGMENT
TO THE PROTHONOTARY:
Please enter judgment against Defendant Old Cornerstone Financial, LLC and in favor of
Plaintiff ProLogis Six Rivers Limited Partnership and assess possession of the leased premises
located at 4900 Ritter Road, Suite 103, Mechanicsburg, Pennsylvania, as more particularly
described in the Lease annexed to the Complaint as Exhibit A.
PHDATA 1440273_1
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Dated: May 17, 2007
Barry'. Bressler (09868)
Michael J. Barrie (85625)
Schnader Harrison Segal & Lewis LLP
1600 Market Street, Suite 3600
Philadelphia PA 19103
(215) 751-2000
Attorneys for the Plaintiff, ProLogis Six Rivers
Limited Partnership
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
YKVLUCil~ 51X KIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law
NO. ~7 - ~D~/ ~tc~~. ~,
CERTIFICATE OF SERVICE
I certify that I have caused a true and complete copy of the complaint in
confession of judgment filed herein, and of all the papers filed in connection therewith to be
served via first-class mail, postage pre-paid, upon the defendant addressed as follows:
Old Cornerstone Financial, LLC
4900 Ritter Road, Suite 103
Mechanicsburg, PA 17055
Old Cornerstone Financial, LLC
714 Spirit 40 Park Drive
Chesterfield, MO 63005
PHDATA 1440273 1
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Old Cornerstone Financial, LLC
P.O. Box 26396
St. Louis Park, MN 55426
Barr .Bressler (09868)
Michael J. Barrie (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia PA 19103
(215) 751-2192
Attorneys for Plaintiff, ProLogis Six Rivers Limited .
Partnership
Dated: May 17, 2007
2
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
PROLOGIS SIX RIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
)
v. )
)
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law
Y '~
NOTICE UNDER RULE 2973.3
OF JUDGMENT AND EXECUTION THEREON
Notice of Defendant's Rights
TO: OLD CORNERSTONE FINANCIAL, LLC
A judgment for possession of real property has been entered against you and in favor of
the plaintiff without prior notice and hearing based on a confession of judgment contained in a
promissory note or other document allegedly executed by you. The court has issued and the
sheriff has served a writ of possession which directs the sheriff to remove you from possession of
the real property.
You may have legal rights to defeat the judgment or to prevent your being removed from
the property or to regain possession of the property if you have been removed, if you did not
voluntarily, intelligently and knowingly give up your constitutional right to notice and hearing
prior to the entry of judgment or if you have defenses or other valid objections to the judgment.
ANY PETITION SEEKING RELIEF FROM THE JUDGMENT AND TO REGAIN
PHDATA 1440273 I
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POSSESSION MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE DATE ON
WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
If you have been removed from the property without notice or the opportunity for a
hearing, you have a right to a prompt court hearing if you claim that you did not voluntarily,
intelligently and knowingly give up your rights to notice and hearing prior to the entry of the
judgment. If you wish to exercise this right, you must immediately fill out and sign the request
for hearing which accompanies the writ of possession and deliver it to the Sheriff of Cumberland
County at the Cumberland County Sheriff's Office, One Courthouse Square, Carlisle,
Pennsylvania 17013.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW.
THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER.
IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE
TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER
LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE.
CUMBERLAND COUNTY BAR ASSOCIATION
32 SOUTH BEDFORD STREET
CARLISLE, PA 17013
1-800-990-9108
717-249-3166
Dated: May 17, 2007
B~ E. Bressler (09868)
Michael J. Barrie (85625)
Schnader Harrison Segal & Lewis LLP
1600 Market Street, Suite 3600
Philadelphia PA 19103
(215) 751-2000
Attorneys for the Plaintiff, ProLogis Six Rivers
Limited Partnership
2
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
PROLOGIS SIX RIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law
NO. D7 - .3O4f~
JUDGMENT
AND NOW, this day of May, 2007, in accordance with the Complaint In
Confession of Judgment in Ejectment filed in the above-captioned action and the warrant of
attorney referenced therein, it is hereby
ORDERED that JUDGMENT IN EJECTMENT be, and hereby is, entered for the
plaintiff, ProLogis Six Rivers Limited Partnership, and against the defendant, Old Cornerstone
Financial, LLC, for possession of the leased premises located at 4900 Ritter Road, Suite 103,
PHDATA 1440273_1
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Mechanicsburg, Pennsylvania, as more particularly described in the Lease annexed to the
Complaint as Exhibit A.
BY THE COURT:
,J
2
PHDATA 1440273_1
BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
PROLOGIS SIX RIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law
/~
NOTICE
Pursuant to Rule 236 of the Supreme Court of Pennsylvania, you are hereby
notified that a Judgment has been entered against you in the above proceeding as indicated
below.
_ Judgment by Default
Money Judgment
Judgment in Replevin
X Judgment for Possession
_ Judgment on Award of Arbitration
Judgment on Verdict
Judgment on Court Findings
~~
If you have any questions concerning this notice, please call:
Attorney Michael J. Barrie Esquire
at this telephone number: (21 S) 751-2529
PHDATA 1440273 I
BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone) Attorneys for ProLogis Six Rivers
(215} 751-2205 (facsimile) Limited Partnership
PROLOGIS SIX RIVERS LIMITED ) COURT OF COMMON PLEAS
PARTNERSHIP, a Delaware limited ) OF CUMBERLAND COUNTY,
partnership, ) PENNSYLVANIA
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
CIVIL ACTION -Law
Plaintiff, )
NO. ~7 - ~O'Q y ~i u ~ 1. ~~~
v. )
OLD CORNERSTONE FINANCIAL, L LC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant. )
PRAECIPE FOR WRIT OF POSSESSION
UPON A CONFESSED JUDGMENT
To the Prothonotary:
Kindly issue writ of possession upon the judgment in ejectment entered by confession in
the above-captioned civil action for possession of the premises located at 4900 Ritter Road, Suite
103, Mechanicsburg, PA 17055.
CERTIFICATION
I certify that:
(1) This praecipe is based upon a judgment entered by confession, and
(2) Notice pursuant to Rule 2973.3 will be served with the writ of possession.
PHDATA 1440273_1
Dated: May 17, 2007
$~rt~ E. Bressler (09868)
Michael J. Barrie (85625)
Schnader Harrison Segal & Lewis LLP
1600 Market Street, Suite 3600
Philadelphia PA 19103
(215) 751-2000
Attorneys for the Plaintiff, ProLogis Six Rivers
Limited Partnership
2
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BARRY E. BRESSLER, ESQ. (09868)
MICHAEL J. BARRIE, ESQ. (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia, PA 19103
(215) 751-2000 (telephone)
(215) 751-2205 (facsimile)
Attorneys for ProLogis Six Rivers
Limited Partnership
PROLOGIS SIX RIVERS LIMITED )
PARTNERSHIP, a Delaware limited )
partnership, )
4900 Ritter Road, Suite 150 )
Mechanicsburg, PA 17055 )
Plaintiff, )
v. )
OLD CORNERSTONE FINANCIAL, LLC, )
a Missouri limited liability company )
4900 Ritter Road, Suite 103 )
Mechanicsburg, PA 17055 )
Defendant.
COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY,
PENNSYLVANIA
CIVIL ACTION -Law
NO. ~''/ - 3~4y
C;~.l`T~
CERTIFICATE OF SERVICE
I certify that on May 17, 2007, I caused a true and complete copy of the foregoing
Praecipe for Writ of Possession to be served via first-class mail, postage pre-paid, upon the
defendant addressed as follows:
Old Cornerstone Financial, LLC
4900 Ritter Road, Suite 103
Mechanicsburg, PA 17055
Old Cornerstone Financial, LLC
714 Spirit 40 Park Drive
Chesterfield, MO 63005
PHDATA 1440273 1
Old Cornerstone Financial, LLC
P.O. Box 26396
St. Louis Park, MN 55426
Dated: May 17, 2007
)'E. Bressler (09868)
Michael J. Barrie (85625)
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 Market Street, Suite 3600
Philadelphia PA 19103
(215) 751-2192
Attorneys for Plaintiff, ProLogis Six Rivers Limited
Partnership
2 PHDATA 1440273 1
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1 of 2
WRIT OF POSSESSION (Ejectment Proceedings PRCP3160-3165 etc.)
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PROLOGIS SIX RIVERS LIMITED
PARTNERSHII', A DELAWARE
LIMITED PARTNERSHIP
VS. No. 07-3094 Civil Term_
OLD CORNERSTONE FINANCIAL, LLC
A MISSOURI LIMITED LIABILITY COMPANY
4900 BITTER ROAD, SUITE 103
MECHANICSBURG, PA 17055
Costs
Attorney's $ 51.50
Plaintiff's $
Prothonotary $ 2.00
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND:
To the Sheriff of Cumberland County, Pennsylvania
(1) To satisfy the judgment for possession in the above matter you are directed to deliver
possession of the following described property to: (Plaintiff (s))
PROLOGIS SIX RIVERS LIMITED PARTNERSHIl', A DELAWARE LIMITED
PARTNERSHIP
being: (Premises as follows):
4900 RTTTER ROAD, SUITE 103, MECHANICSBURG, PA 17055
(2) To satisfy the costs against the defendant (s) you are directed to levy upon any
property of the defendant (s) and sell his/her (or their) interest therein.
Curtis ~i. Long, P notary,
Common Plea o of Cum rland County, PA
Date MAY 22, 2007
(Seal)
Y
2of2
No 07-3094 Civil Term
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
PROLOGIS SIX RIVERS LIMITED PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP
4900 BITTER ROAD, SUITE 150
MECHANICSBURG, PA 17055
VS.
OLD CORNERSTONE FINANCIAL, LLC
A MISSOURI LIMITED LIABILITY COMPANY
4900 BITTER ROAD, SUITE 103
MECHANICSBURG, PA 17055
WRIT OF POSSESSION
P.RC.P. 3160-3165 ETC.
Costs
Att'y $ 51.50
Plff (s~ $
Prothy $ 2.00
Sheriff $
Plaintiff (s) attorney name and address:
BARRY E. BRESSLER, ESQ.
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 MARKET STREET, SUITE 3600
PHILADELPHIA, PA 19103
215-751-2000
I.D. # 09868
Attorney for Plaintiff (s)
Where papers may be served
By virtue of this writ, on the
named
appurtenances, and
day of I caused the within
_, to have possession of the premises described with the
Sworn and subscribed to before me this
Day of ,
So Answers,
Prothonotary
Sheriff
By
Deputy
lof 2
WRIT OF POSSESSION (Ejectment Proceedings PRCP3160-3165 etc.)
IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA
PROLOGIS SIX RIVERS LIMITED
PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP
VS. No. 07-3094 Civil Term_
OLD CORNERSTONE FINANCIAL, LLC
A MISSOURI LIMITED LIABILITY COMPANY
4900 RTTT'ER ROAD, SUITE 103
MECHANICSBURG, PA 17055
Costs
Attorney's $ 51.50
Plaintiff's $
Prothonotary $ 2.00
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND:
To the Sheriff of Cumberland County, Pennsylvania
(1) To satisfy the judgment for possession in the above matter you are directed to deliver
possession of the following described property to: (Plaintiff (s))
PROLOGIS SIX RIVERS LIMITED PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP
being: (Premises as follows):
4900 BITTER ROAD, SUITE 103, MECHANICSBURG, PA 17055
(2) To satisfy the costs against the defendant (s) you are directed to levy upon any
property of the defendant (s) and sell hislher (or their) interest therein.
/~
C s R. ro onotary
Comm Pleas Co of C erland County, PA
Date MAY 22, 2007
(Seal)
2of2
No 07-3094 Civil Term
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
PROLOGIS SIX RIVERS LIMITED PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP
4900 BITTER ROAD, SUITE 150
MECHANICSBURG, PA 17055
VS.
OLD CORNERSTONE FINANCIAL, LLC
A MISSOURI LIMITED LIABILITY COMPANY
4900 BITTER ROAD, SUITE 103
MECHANICSBURG, PA 17055
WRIT OF POSSESSION
P.RC.P. 3160-3165 ETC.
Costs
Att'y $ 51.50
Plff (s~ $
Prothy $ 2.00
Sheriff $
Plaintiff (s) attorney name and address:
BARRY E. BRESSLER, ESQ.
SCHNADER HARRISON SEGAL & LEWIS LLP
1600 MARKET STREET, SUITE 3600
PHILADELPHIA, PA 19103
215-751-2000
I.D. # 09868
Attorney for Plaintiff (s)
Where papers maybe served
By virtue of this writ, on the day of I caused the within
named , to have possession of the premises described with the
appurtenances, and
So Answers,
Sworn and subscribed to before me this
Day of ,
By virtue of this writ, on the 10 th~ay of July 200 7 . I caused the within
named Pro 1 o e i s S i x R i v e r s a t, t~ $ave possession of the premises described X X
Sworn and subscn`bed to before me this
Day of ,
Sheriff's Return:
Docketing
Prothy
Poundage
Milage
Surcharge
Possession
So Answ .~~~
BY~ V (x 1 Sh~eri~~~
18.00
2.00
1.63
11.52
20.00
30.00
8 3.15 ,/'C~,., ~ //p~~7
Advance Costs: 150.00
Sheriff's Costs: 83.15
66.85
Refunded to Atty on 7/11/07
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