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MICHAEL L. BANGS, ESQUIRE BANGS LAW OFFICE, LLC I.D. #41263 429 SOUTH 18TH STREET CAMP HILL, PA 17011 (717) 730-7310 ~~,il fi rF-lil ~ ~V i ~ t' ~ ~~ (a ~ ~ i };t,~, ~~~14tNEY FOR PLAINTIFF 2(i! 3 HAR - 5 AM i i~ 0 i ~~f~1~~~l,ANll C4UN'Y ~'EP~~J'S~'~V~KtA CAMPBELL COMMERCIAL REAL ESTATE, INC., Plaintiff vs. CAMP HILL REALTY ASSOCIATES, LP, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA p. N0.2013 ~ ~ ~ o ~v~/ CIVIL ACTION -LAW NOTICE YOLT HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, Pennsylvania 17013 Telephone: (717) 249-3166 a~}~Io3.7S~ atFj ~~~5~ ~~~~3~y MICHAEL L. BANGS, ESQUIRE BANGS LAW OFFICE, LLC I.D. #41263 429 SOUTH 18TH STREET CAMP HILL, PA 17011 (717) 730-7310 ATTORNEY FOR PLAINTIFF CAMPBELL COMMERCIAL REAL ESTATE, INC., Plaintiff vs. CAMP HILL REALTY ASSOCIATES, LP, Defendant IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA N0.2013 CIVIL ACTION -LAW COMPLAINT AND NOW comes the Plaintiff by and through its attorney, Michael L. Bangs, Esquire, and files this Complaint based upon the following: 1. Plaintiff, CAMPBELL COMMERCIAL REAL ESTATE, INC. ("Campbell"), is a Pennsylvania corporation with its principal place of business at 525 North 12~' Street, Suite 203, Lemoyne, Cumberland County, Pennsylvania, 17043. 2. Defendant, CAMP HILL REALTY ASSOCIATES, LP ("CHRA"), is a Delaware limited partnership, authorized to transact business in Pennsylvania as a foreign business corporation, with a registered office in Pennsylvania care of Corporate Service Company at 2704 Commerce Drive, #B, Harrisburg, Dauphin County, Pennsylvania, 17110. 3. Campbell is in the business of, among other things, providing brokerage services for commercial real estate including the sale and leasing of commercial properties. 4. CHRA is the owner of a commercial property located in Camp Hill, Cumberland County, Pennsylvania, known as 300 Corporate Center Drive, Camp Hill, Pennsylvania ("Premises") 5. On or about August 2, 2006, Campbell, on behalf of Brandywine Central, L.P., the then owner of the Premises, negotiated a lease with Deloitte & Touche USA LLP ("Deloitte"). Attached hereto and marked as Exhibit A is a true and correct copy of the lease. 6. Under the terms of the lease and the agreement with Brandywine Central, L.P., Campbell was the only broker of record. 7. Campbell, as the sole broker involved with the leasing of the space with Deloitte is entitled to receive commissions for the lease and any extensions of the lease by Deloitte or expansions of the lease by Deloitte while Deloitte continues to be a tenant in the Premises. 8. CHRA, upon purchasing the Premises, not only assumed ownership of the Premises, but assumed all responsibilities under the terms of the lease including the obligation to pay Campbell real estate commissions for any extensions, renewals or expansion of the lease with Deloitte. 9. CHRA engaged the services of Carroty Real Estate Services, LLC ("Carroty") to act as its agent or representative relative to all matters involving the leasing of the Premises. 10. CHRA, through Carroty, has acknowledged that Campbell is to be paid commissions for any extensions, renewals or expansions of any of the leased space to Deloitte on the Premises. 11. CHRA, through its agent Carroty, has paid Campbell commissions for the renewal and extension of the leased space to Deloitte on the Premises. 12. Carroty, on behalf of CHRA, negotiated with Campbell such that Campbell agreed to accept a reduction in the commission rate to 2.5% for all extensions, renewals or expansions of the lease of the Premises by Deloitte. 2 13. Based upon that agreement and with the understanding that that commission would be the same commission rate for all future extensions, renewals or expansions for Deloitte, Campbell billed CHRA, through its agent Carroty, the amount of $40,415.00. Attached hereto and marked as Exhibit B is a true and correct copy of the invoice. 14. CHRA, through its agent Carroty, paid Campbell for this invoice and by doing so acknowledged and accepted that Campbell was to be paid 2.5% commission on all extensions, renewals or expansions of the lease of the Premises by Deloitte. 15. Subsequent to this expansion, Deloitte leased additional space on the Premises commencing in April, 2011. 16. Campbell, pursuant to its agreement with CHRA, through its agent Carroty, sent Carroty an invoice for the reduced commission on the additional space. Attached hereto and marked as Exhibit C is a true and correct copy of the invoice. 17. The invoice accurately reflects the commission due Campbell for the expansion of the leased space by Deloitte on the Premises at the reduced rate as negotiated and agreed upon between Campbell and CHRA, through its agent Carroty. 18. Campbell learned that Deloitte had expanded its leased space in the Premises commencing July 1, 2012. 19. Campbell has calculated its commissions due for this expansion and has submitted an invoice for the commissions due. Attached hereto and mazked as Exhibit D is a true and correct copy of the invoice. 20. CHRA has a duty, as the owner of the Premises, to pay Campbell for commissions as the real estate broker for all extensions, renewals and expansions of the leased space by Deloitte in the Premises. 3 21. CHRA, through its agent Carroty, has agreed that the commission rate due Campbell for all extensions, renewals or expansions of the leased space by Deloitte shall be calculated at the rate of 2.5%. 22. CHRA has breached its duty under the lease and subsequent agreements reached with Campbell by its failure to pay Campbell for the commissions due Campbell for the extensions, renewals or expansions of the leased space by Deloitte. 23. Campbell has been damaged in the amount of $139,011.50 which represents the amount of commissions currently owed Campbell for extensions, renewals or expansions of the leased space by Deloitte. 24. Despite demand by Campbell, CHRA has failed or refused to pay Campbell for the commissions due Campbell for the extensions, renewals or expansions of the leased space by Deloitte. WHEREFORE, Campbell demands judgment against CHRA in the amount of $139,011.50, plus interest, plus costs of suit. Respectfully submitted, BANGS LAW OFFICE, LLC ~, MICR EL L. BANGS Attorney for Plaintiff 429 South 18th Street Camp Hill, PA 17011 (717) 730-7310 Supreme Court ID #41263 4 V~&IFTCATI#ihT ARTHI~TR t). C~1trIPBEL• T being duly sworn. according to law, .deposes. and says that he is the Pre3id~cnt of Catnp'l~ell Commercial Real :state, Inc., a Penn$~!l~ania corpc>t~atian, and that as such, he is authorized to tnat<e this ~et~ilic;atnn an its behalf and. that the facts. set Perth in the foregoingdocument -are true and cQrreet to tile. best of his knowledge, infortnativn and )relief, and. further uunderstands that false statements herein are rrtadt subject to the penalties of 1$ Pa: C.S. Section 491)4, relating #o unsw~rn Falsification to authorities. CAMPBELL CE)briMl/RC'IAf: RE~-~, ~~T~1TE, INC. ARTHUR President 5 EXHIBIT A r~ ~ ~~ ~~ y PENNSYLVANIA FULL SERVICE LEASE BRANDYWINE CENTRAL, L.P. Landlord and DELOITTE & TOUCHE USA LLP Tenant For Suites 100, 300, 400 and 600 300 Corporate Center Drive Camp Hill, PA 17011 TABLE OF CONTENTS 1. SUMMARY OF DEFINED TERMS..........» ...................................................................................».........1 2. PREMISES ...............................»...............................................................................................»..................3 3. TERM ....................................»......................»...............................................................».............................3 4. CONSTRUCTION BY LANDLORD......» ...................»......................».................................................... 4 5. FILED RENT; SECURITY DEPOSTT ....................................................................................................... 5 6. ADDITIONAL RENT .....................................»....»..........»......................................................................... 5 7. ELECTRICITY CHARGES ...................................................................................................................... 11 8. SIGNS; USE OF PREMLSES AND COMMON AREAS ..................................».................................... 12 9. ENVIItONMENTAL MATTERS..........» ..................».......................................».............»..................... 13 10. TENANT'S ALTERATIONS .................................................................................................................... 14 11. CONSTRUCTION LIENS ......................................................................................................................... 15 12. ASSIGNMENT AND SUBLETTING .................................................».................................................... 16 13. LANDLORD'S RIGHT OF ENTRY ........................................................................................................ 18 14. REPAIRS AND MAINTENANCE ............................................................................................................ 18 15. INSURANCE; SUBROGATION RIGHTS .............................................................................................. 20 16. INDEMNIFICATION .....................................................................................................................»......... 21 17. QUIET ENJOYMENT ..........................................».......».............................................,............................ 22 18. FIRE DAMAGE ........................................................................................................................»............... 22 19. SUBORDINATION; RIGHTS OF MORTGAGEE ................................................................................ 23 20. CONDEMNATION .................................................................................................................................... 23 21. ESTOPPEL CERT'IF'ICATE .....................................................................................».»...........,............... 24 22. DEFAULT ..................................................................................................................................»............... 24 23. LANDLORD'S LIEN ................................................................................................................................. 27 Z4. LANDLORD'S REPRESENTATIONS AND WARRANTIES .............................................................. 27 217630_9 11 25. SURRENDER ............................................................................................................................................ 28 26. RULES AND REGULATIONS .............».................................................................................................. 28 27. GOVERNMENTAL REGULATIONS.......» .....................................»..................................................... 28 28. NOTICES ......................................»......................................».................................................................... 29 29. BROKERS ............................................».............................................».................................................».. Z9 30. CHANGE OF BUII.DING/PROJECT NAME....» .................................................................................. 29 31. LANDLORD'S LIABILITY.......» ................»...................................................»......................».............. 29 32. AUTHORITY .....................................................................................................».....................>................ 30 33. NO OFFER ................................................».............................................................................................. 30 34. RENEWAL ................................................................................................................................................. 30 35. RELOCATION ..............................................................................»..................»...................................... 31 36. TENANT FINANCIAL INFORMATION..» ........................................................................................... 31 37. MISCELLANEOUS PROVISIONS .......................................................................................»................ 31 38. WAIVER OF TRIAL BY JURY .................................................................................»».......................... 33 39. CONSENT TO JURISDICTION ..................................................................................».......................... 33 40. RIGHTS OF EXPANSION ....................».................................................................................................. 33 41. RESTRICTIONS ON CERTAIN TENANTS .............................................................».......................... .35 42. SATELLITE DISH/ROOF RIGHTS .........................................................................................................35 EXHIBTTS EXHIBTT "A" EXHIDTT "A-1" EXHIBIT "B" EXHIBIT "C.. EXHIBIT "D" EXHIBIT "E" E7iHIBTT "F„ 217630_9 SPACE PLAN OF PREMISES WORK LETTER AGREEMENT CONFIRMATION OF LEASE TERM RULES AND REGULATIONS CLEANING SPECIFICATIONS LIST OF COMPETITORS HVAC SPECIFICATIONS 111 LEASE THIS LEASE ("Lease") entered into as of the ~, day o~1~6, between BRANDYWINE CENTRAL, L.P., a Pennsylvania limited partnership ("Landlord"), and DELOITTE & TOUCHE USA LLP, a Delaware limited liability parhiership having an office at 10 Westport Road, Wilton, CT 06897 ("Tenant"). WITNESSETH In consideration of the mutual covenants herein set forth, and intending to be legally bound, the parties hereto covenant and agree as follows: 1. SUMMARY OF DEFINED TERMS. The following defined terms, as used in this Lease, shall have the meanings and shall be construed as set forth below: (a) "Buildine": The Building located at 300 Corporate Center, Drive, Camp Hill, Pennsylvania. (b) "Pro,Lect": The Building, the land and all other improvements located at Camp Hill Corporate Center, Camp Hill, PA. (c) "Premises": (i) Suite No. 100, which is an approximately 6,304 rartable square foot portion of the first floor of the Building, (ii) Suite No. 300 which is an approximately 14,008 rentable square foot portion of the third floor of the Building, (iii) Suite No. 400 which is an approximately 31,726 rentable square foot portion of the fourth floor of the Building, and (iv) Suite No. 600 which is an approximately 9,536 square foot portion of the sixth floor of the Building, all as shown on the space plan attached hereto as E 'rbit "A" and made a part hereof. (d) "Term": From the Commencement Date for a period of 123 months, ending on the last calendar day of the month, unless earlier terminated by Landlord or Tenant as permitted in this Lease. (e) "Fixed Rent"• For Suites No 300, 400 and 600 (approximately 55,270 rsf): MONTHLY ANNUAL LEASE YEAR PER R.S.F. INSTALLMENTS FD{ED RENT 10/1/06 12/31/06 $ 0 1/1/2007 12/31/2007 $ 17.00 $78,299.17 $939,590.00 1/1/2008 12/31/2008 $ 17.50 $80,602.08 $967,225.00 1/1!2009 12/31/2009 $ 18.00 $82,905.00 $994,860.00 1/1/2010 12/31/2010 $ 18.50 $85,207.92 $1,022,495.00 1/1/2011 12/31/2011 $ 19.00 $87,510.83 $1,050,130.00 1/1/2012 12/31!2012 $ 19.50 $89,813.75 $ 1,077,765.00 1/1/2013 12/31/2013 $ 20.00 $92,116.67 $1,105,400.00 1/1/2014 12/31/2014 $ 20.50 $94,419.58 $1,133,035.00 1/1/2015 12/31/2015 $ 21.00 $96,722.50 $1,160,670.00 1/1/2016 12/31/2016 $ 21.50 $99,025.42 $1,188,305.00 217630_9 For Suite No. 100 (approximately 6,304 rsf): MONTHLY ANNUAL LEASE YEAR PER RS.F. INSTALLMENTS FIX 10/01/06 12/31/06 $ 0 1/1/2007 12131/2007 $ 15.50 ~ $8,142.67 $97,712.00 1/1/2008 12/31/2008 $ 16.00 $8,405.33 $100,864;00 1/1/2009 12/31/2009 $ 16.50 $8,668.00 $104,016:00 1/1/2010 12/31/2010 $ 17.00 $8,930.67 $107,168.00 1/1/2011 12/31/2011 $ 17.50 $9,193.33 $110,320.00 1/1/2012 12/31/2012 $ 18.00 $9,456.00 $113,472:00 1/1/2013 12/31/2013 $ 18.50 $9,718.67 $116,624.00 1/1/2014 12/31/2014 $ 19.00 $9,981.33 $119,776.00 1/1/2015 12/31/2015 $ 19.50 $10,244.00 $122,928.00 1/1/2016 12/31/2016 $ 20.00 $10,506.67 $126,080.00 (f) "Security Deposit"• $0. (g) Intentionally deleted (h) "Tenant's Allocated Share": 35.129%; "Base Year": 2007 (i) "Rentable Area": Premises 61,574 ft. Building 175,280 ft. (j) "Permitted Uses": Tenant's use of the Premises shall be limited to general office use and storage aad other usage incidental thereto. Tenant's rights to use the Premises shall be subject to all applicable laws and governmental rules aad regulations and to all reasonable requirerr>ents of the insurers of the Building. (k) "Broker": Campbell Commercial Real Estate (1) "Notice Address/Contact": Tenant: Deloitte & Touche USA LLP 10 Westport Road Wilton, CT 06897 Attn: Director of Real Estate Services with a copy to: Ingram Yuzek Gainen Carroll & Bertolotti, LLP 250 Park Avenue New York, NY 10177 Attn: Daniel L. Carroll, Esq. Landlord: Brandywine Central, L.P. 555 East Lancaster Avenue, Suite 100 Radnor, PA 19807 217630_9 2 Attn: Philip M. Schenlcel Fax No.: 610-325-5622 E-Mail: phil.schenkel~brandywinerealty.com with a copy to: Brandywine Realty Trust 555 East Lancaster Avenue, Suite 100 Radnor, PA 19807 Atha: Brad A. Molotsky, General Counsel Fax No.: 610-325-5622 E-Mail: brad molotskvC~brandvwinerealty com (m) Intentionally deleted. (n) "Additional Rent": All sums of money or charges required to be paid by Tenant under this Lease other than Fixed Rent, whether or not such sums or charges are designated as "Additional Rent". (o) "Rent": All Annual Fixed Rent, monthly installments of Annual Fixed Rent, Fixed Rent and Additional Rent payable by Tenant to Landlord under this Lease. 2. PREMISES. (a) Landlord does hereby lease, demise and let unto Tenant and Tenant does hereby hire and lease from Landlord the Premises for the Term, upon tbe provisions, conditions and limitations set forth herein. (b) For purposes of this Lease, the Premises shall be measured in accordance with the BOMA standard. All references to Rentable Area as used in this Lease shall refer to Rentable Area calculations derived by the application of the BOMA standard. Landlord shall provide at Landlord's cost and expense Tenant with an azehitect's certification as to the Rentable Area of the Premises. 3. TERM. (a) Landlord shall deliver to Tenant the Premises (but for the Excel Space, as hereinafter defined) vacant and broom clean and otherwise in tbe condition required by this Lease including, without limitation the Base Building Conditions (but excluding the completion of Landlord's Wa~c, as hereinafter defined), no later than August 1, 2006. Landlord shall complete Landlord's Work on or before October 1, 2006. If Landlord fails to so deliver to Tenant such portion of the Premises on or before August 1, 2006 or fails to so complete Landlord's Work oa or before October 1, 2006 then Tenant shall receive one day's abatement of Fixed Rent beginning January I, 2007 for each day after August 1, 2006 that such space is not delivered or for each day after October 1, 2006 that Landlord's Work is not completed, as applicable. If Landlord fails to timely deliver to Tenant such portion of the Premises or fails to complete Landlord's Work on or before November 30, 2006, Tenant shall be entitled to terminate this Lease. Additionally, Landlord shall deliver the approximately 4,748 rentable square feet currently leased by Excel oa the third (3`~) floor of the Building shown as the "Excel Space" on Exhibit "A" (the "Excel Space") vacant and broom clean and otherwise in the condition required by this Lease (including, wi~out limitation, the completion of Landlord's Work as hereinafter defined with respect to such space) no later than one hundred twenty (120) days following Tenant's execution and delivery to Landlord of this Lease. It is understood that upon the execution of this Lease Landlord shall commence the relocation of Excel from the Excel Space. If Landlord fails to so deliver to Tenant the Excel Space on or before such one hundred twentieth (120th) day then Tenant shall receive one day's abatement of Fixed Rent otherwise pa~able with respect to such Excel Space beginning January 1, 2007 for each day after said one hundred twentieth (120 )day that such space is not delivered. Ia no event will Tenant be responsible for payment of any Rent whatsoever for any period of time prior to Landlord's delivery of any portion of the Premises to Tenant in the manner required hereunder. The Term shall corn~nce on October 1, 2006 and shall 217630_9 temlinate, unless earlier terminated as set forth herein on December 31, 2016. The Commencement Date shall be confirmed by Landlord and Tenarn by the execution of a Confirmation of Lease Term in the form attached hereto as bit " ". If Tenant fails to execute or object to the Confirmation of Lease Term within thirty (30) days of its delivery in the mamier set forth in this Lease for official notices Landlord's determination of the Comrencement Date set forth in such Confirmation of Lease Term shall be deemed accepted. (b) If Tenant from time to time needs to reduce the Premises, due to contracwal changes required by Tenant's clients, resulting from contract termination, for convenience or otherwise, contract expiration and/or non-renewal, lack of or reduced contract funding, re-seeping of contract service deliverables, re-procurement of contract, client requirement to perform contract services at alternative client-designated location, ar other changes in client procurement regulations and/or procedures, then Tenant shall be en#itkd to surrender not more than fifty percent (50%) of the initial Premises effective on or after the thirty ninth (39'~ month of the Tartu, by giving Landlord no less than nicety (90) days advance written notice of such surrender and paying Landlord a suaeadcr fee equal to the tiiiamortized costs as of the effective date of the surrender of the Landlord's Work to the eoctent actually paid by Landlord and brokerage commissions actually paid by Landlord to ~e Broker identified in Artick 1(k) as a result of this Lease on a per square foot basis with respect to the portion of the Premises so surrendered. Landlord represents that the brokerage commissions due and payable to the Broker identified in Article 1(k) as a result of the leasing of tlu Premises pursuant to this Lease shall be $423,304.00 and Landlord shall advise Tenant pf the amount of any brokerage commissions due and payabk to the Broker as a result of any expansion of thie Premises. In the eves of a surrender, the reasonable and actual cost of erecting any required demising walls, entrances and entrance corridors, reasonably required in connection therewith, including without limitation, painting, wallpapering and other finish items as maybe reasonably required by Landlord, all of which improvements shall be made in accordance with applicable legal requirements and Landlord's then-standard base building specificatioag, shall be performed by Landlord's contractors at Tenant's cost and expense. Upon such a surrender of a portion of the Premises, Tenant shall not be obligated for the payment of any Rent with respect to the portion of the Premises so slure>idered and shall have no other obligations with respect to such portion of tbe Premises under this Lease, except those obligations with respect to such portion of the Premises that would expressly survive the termination, cancellation or expiration of this Lease and those accruing prior to the surrender date. (c) Tenant shall have the option to terminate the Lease effective on or after January 1, 2011, if and only if Tenant requires the termination of the Lease due to contractual changes required by Tenant's clients, resulting from contract termination, for convenience or otherwise, contract expiration and/or non-renevral, lack of or reduced contract fiinding, re-seeping of contract service deliverables, re-procurement of contract, cliertt requirement to perform contract services at alternative client-designated location, or other changes in client procurement regulations and/or procedures, by giving Landlord no less than ninety (90) days advance written notice of such termination and paying Landlord a termination or surrender fee equal to the unamortized costs as of the effective date of such termination of the Landlord's Work to the extent actually paid by Landlord and brokerage commissions actually paid by Landlord to the Broker identified in Article 1(k) as a result of this Lease. In the event of the termination of the Lease as provided herein, effective as of the later of the effective termination data set forth in the notice or the date Tenant actually surrenders the Premises, Tenant shall not be obligated for the paymtsnt of any Rent and Landlord and Tenant shall not have any other obligations with respect to this Lease except those that expressly survive the termination, cancellation or expiration hereof. 4. CONSTRUCTION BY LANDLORD. Landlord and Tenant shall enter into the Work Letter Agreeauiit annaced hereto as 'bit~_ 1" and Landlord shall do such work descnbed as "Landlord's Work" (the "Landlord's Work") therein. In addition, Landlord shall pay directly or reimburse Tenant up to $27.00 per rentable square foot. of the Premises in the manner specified in said Exhibit A-1 for Tenant's Improvements (as hereinafter defined) (the "Tenant Allowance") and all costs of the Tenant's Improvements in excess thereof shall be the sole responsibility of Tenant. Fn addition, if any change, revision or supplement to the scope of the Landlord's Work is requested by Tenant then such increased costs associated with such change, revision or supplement shall be paid by Tenant to Landlord, subject to application, at 217630_9 Tenant's option, of the Tenant Allowance. In addition to applying the Tenant Allowance to Tenant's haprovements, Tenant shall be entitled to apply up to $2.00 per rentable square foot of the Tenant Allowance not used by Tenant by December 31, 2007 against Fixed Rent next due and payable under this Lease. 5. FIXED RENT. (a) Tenant shall pay to Landlord without notice or demand, and without set-off except as provided in this Lease or at law, the annual Fixed Rent payable in the moatbly installments of Fixed Rent as set forth in Article 1~, in advance on the fast day of each calendar month during the Term, at Tenant's option, either by (i) check sent to Landlord, P.O. Box 8538-363, Philadelphia, PA 19171 or (ii) wire transfer of immediately available fiords to the account at Wachovia Bank, Salem NJ account no. 2030000359075 ABA #031201467; such transfer to be confirmed by Landlord's accounting department upon written request by Tenant. Atl payments must inctnde the following inforamition: Building #641 and Lease # .The Lease # will be provided to Tenant in the Confirmation of Lease Term. Tenant shall be entitled to pay all Additional Rent, charges, fees or other aunts due from Tenant under the terms of this Lease in the foregoing manner. (b) In the event any Fixed Rent or Additional Rent, charge, fee or other amount due from Tenant under the terms of this Lease are not paid to Landlord within seven (7} business days of the date due, Tent shall also pay as Additional Rent a service and handling charge equal to two (2%) percent of the total payment then due, provided that Landlord has given any applicable notice with respect to such payment. This provision shall not prevent Landlord from exercising any other remedy herein provided or otherwise available at law or in equity in the event of any default by Tenant. (c) Tenant shall not be required to pay a security deposit under this Lease. 6. ADDITIONAL RENT. (a) Commencing on the Comrnencemertt Date, and in each calendar yeaz thereafter during the Term (as sates may be extended), Tenant shall pay to Landlord Tenant's Allocated Share of the following charges ("Recognized Expenses"), without deduction or set off except as provided in this Lease or at law, to the extent such Recognized Expenses exceed the Recognized Expenses in the Base Year: (i) Oaeratins Expenses. All reasonable and actual costs and expenses related to the' Building incurred by Landlord, including, but not limited to: (a) All costs and expenses related to the operation of the Building amd Project, including, but not limited to, lighting, cleaning the Building exterior and common areas of the Building interior, trash removal and recycling, repairs and maintenance of the roof and storm water management system, policing and regulating traffic to and from the Project, fire suppression and alarm systems, concierge services for the Project, utilities, removing snow, ice and debris and maintaining all landscape areas, (including replacing and replanting flowers, shrubbery and trees), maintaining and repairing all other exterior i~rovements on the Project, all repairs and compliance costs necessitated by laws enacted or which become effective after the date hereof (including, without limitation, any additional regulations or requirements enacted after the date hereof regarding the Americans With Disabilities Act (as such applies to the Project or common areas but not to any individual tenant's space), if applicable} required of Landlord under applicable laws and rules and regulations. (b) All costs and expenses incumd by Landlord for environmental testing, sampling or monitoring required by statute, regulation or order of governmental authority, except a~+ costs or expenses incurred in conjunction with the spilling or depositing of any hazardous substance for which any person or other tenant is legally liable. (c) Any other expense or charge (including reasonably allocated general and 217630_9 administrative charges) which would typically be considered an expense of maintaining, operating or repairing the Building wader generally accepted accounting principles only to the extent such expense or charge is usual and customary for buildings of similar size and character as the Building in the county in which the Building is located. (d) Management fee not to exceed three (3%) percent of Rent. It is expressly understood that legal fees incurred in an action against an individual tenant shall mot be deemed includaible as an operating expense p» , ,° t to this provision. (e) Capital expenditures and capital repairs and replacements shall be iacfided as operating expenses solely to the extent of the amortized costs of same over the useful life of the capital expenditure, repair or replacement and only those made for the purpose of reducing operating costs or complying with laws enacted after the date of the Lease. (f) Ail insurance premiums paid or payable by Landlord for insurance with respect to the Building which are customarily carried by owners of buildings comparable to the Buikliaig as follows: (a) fire and extended coverage ;ncnrxnce (including demolition and debris removal); (b) insurance against Tenant defaults, Landlord's rental loss or abatement (but not including business interruption coverage on behalf of Tenant}, from damage or destruction from environmental hazards, fire or other casualty; (c) Landlord's commercial general liability insurance (including bodily injury and property damage) and boiler insurance; and (d) such other insurance as Landlord or any reputable mortgage lending institution holding a mortgage on the Premises may require. If the coverage period of a~ of such insurance obtained by Landlord commences before or extends beyond the Term, the premium therefore shall be prorated to the Term. Should Tenant's occupancy or use of the Premises at any time change and dtereby cause an increase in such insurance premiums on tip Prerxrises, Building and/or Project, Tenant shall pay to Landlord the entire amount of such reasonably documented increase. Notwithstanding the foregoing, the term "Operating Expenses" shall not include any of the following: (a) Repairs or other work occasioned by fire, windstorm ar other insured casualty or by the exercise of the right of eminent domain to the extent of insurance proceeds or condeirmation awards received therefor; (b) Leasing commissions, accountants', consultants', auditors or attorneys' fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of arty other leases or the defense of Landlord's title to or interest in the real property or any part thereof; (c) Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of latent defects in construction of the Building or the Building egtiripment (or the replacement of defective equipment), any associated parking garages or areas, any other improvemients, or in the equipment use therein or the discharge of Landlord's Work; (d) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other. tenants or other occupants or vacant space whether payable as direct costs to Landlord or payable as tenant allowancesJconcessions; (e) Depreciation and amortization; (fj Costs incurred due to a breach by Landlord or any otber tenant of the terms and conditions of any lease; 21763U_9 (g) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for manageiiient or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser; (h) Payment of finance charges or interest on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent; (i) Ground rents or rentals payable by Landlord pursuant to a~+ over-lease; (j) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or any subsidiary or affiliate of Landlord; within the Project; (k) Costs incurred in managing or operating any "pay for" parking facilities (1) Expenses resulting from the negligence or willful misconduct of Landlord; (m) Any fines or fees, including attorneys fees and disbursements, for Landlord's failure to comply with governmental, quasi-governmental, or regulatory agencies' rules and regulations; (n) Legal, accounting and other expenses related to Landlord's finat>;cing, re- financing, mortgaging or selling the Building or the Project; (o) Taxes; {p) Any maintenance, leasing, repair, purchase or other costs for sculpture, decorations, painting or other objects of fine art in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building; hereof. (q) Cost of any political, charitable or civic contribution or donation; and (r) Costs that are capital in nature except as provided in subsection 6(axi)(e) (s) Salaries, benefits, wages, fees, etc. for employees above the grade of regional manger or for officers or partners of landlord. (t) All costs and expenses relating to any portion of tbe building used for other than office or incidental purposes. (u) To the extent that employees are not employed exclusively at the building, the costs and expenses with respect to such employees should bepro-rated. (v) Federal, state, county or municipal taxes, death taxes, excess profit taxes, franchise or any other taxes imposed or measured on the income or revenue of Landlord from the operation of the Building or imposed in connection with any change of ownership of the Building. (w) Operating expenses shall be "net" only and for that purpose should be deemed reduced by the auLOUnts of any insurance reimbursement or recovery, other reimbursement, recoupment, payment, discount, credit, reduction, allowance or the like received by Landlord. 217630 9 (x) Operating expenses should be reduced by all "overhead fees" paid to landlord by tenants. (y) The cost of repairs, replacements or other work occasioned by fire, windstorm or other casualty, reimbursed or reimbursable by Landlord's insurance except to tbe extent of any increase in the amount of the dednctrble over that provided in the base year for Landlord's insurance policies. (z) Rent for space which is not actually used by Landlord in connection with the management or operation of the building. (aa) Any costs in cormection with services (including electricity), items or other benefits of a type or quantity which are not standard for the building and which are not available to Tenant without specific charge therefore, but which are provided to another tenant or occupant of the building, whether or not such, other tenant or occupant is specifically charged therefore by landlord. (bb) All items, utilities and services for which Tersant or any other tenant or occupant of the building specifically reimburses landlord or for which Tenant or any other tenant or occupant of the building pays third parties. (cc) All costs or expenses (including fines, penalties, interest and legal fees) incurred due to the violation by landlord, its employees, agents, contractors or assigns, or any tenant (other than Tenant) or other occupant of the building, of the terms and conditions of arty lease or other. occupancy. agreement pertaining to the building, or any valid, applicable building code, governmental rule, regulation or law including without limitation, the ADA. (dd) Rentals and other related expenses, if any, incurred in leasing capital items. (ee) Any costs incurred in installing, operating, maintaining or owning any specialty not normally installed, operated and maintained in buildings compazable to the building and not necessary for landlord's operation, repair, maintenance and providing of required services for the building and/or any associated pazking facilities, including, but not limited to, any luncheon club, athletic or recreational club, etc. (~ Any otherwise includrble costs of correcting defects in the Building and/or any associated facilities and/or equipment or replacing defective equipment to the extent such costs are covered by warranties of manufacturers, suppliers or contractors or are otherwise borne by parties other than Landlord. (gg) Contributions to Operating Expense reserves. (hh) The cost of any electric current furnished to the Premises or any other rentable area of the Building for purposes other than the operation of Building equipment and machinery and the lighting of public toilets, stairways, shaftways and other common areas and building machinery or for mechanical rooms. (ii) The cost of overtime or other expense to Landlord in performing work expressly provided in this lease to be borne at Landlord's expense. (jj) All bad debt loss, rent loss, or reserve for bad debt or rent loss. (kk) All costs and expenses associated with the operation of the business of the entity which constitutes Landlord as the same aze distinguished from the costs of operation of the Building, including accounting and legal matters, costs of defending any lawsuits with any Landlord's mortgagee or unrelated to the 21763U_9 Building, costs of any disputes between Landlord and its employees (if any) not engaged in Building operation, disputes of Landlord with Building management, or fees or costs paid in connection with disputes with any employee where such employee provides services. limits in excess of $10 million. (11) Any comprehensive general liability insurance coverage with minimum (mm) Costs paid or incurred in connection with the removal, replacement, enclosure, encapsulation or other treatment of any Hazardous Substances in the Building or on the Property. {nn) The cost of any judgment, settlenrern or arbitration award resulting from any liability of Landlord which is the result of contract liability, negligence, willful misconduct or fraud of Landlord and all expenses incun;ed in comuction therewith. (ii) Taxes. Taxes shall be defines as all taxes, assessments and other governmental charges ("Taxes"), including special assessments for public improvenxnts or traffic districts which arc' levied or assessed against the Project during the Term or, if levied or assessed prior >p the Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any rednction resulting thereby. Nothing herein contained. shall be construed to include as Taxes: (A) any inheritance, estate, .succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or arty part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or irr>posed (i) a tax on the rents received', from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portfan thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof then the same shall be included in the computation of Taxes hereunder. For all purposes hereunder, Taxes shall be determined as if the Building were the sole asset of Landlord and the income from the Building were the sole incarre of Landlord. Tenant shall not be responsible for any increase in Taxes which results solely from the creation of additional rentable area on the Land, the Project or in the Building or from improvements or alterations made by Landlord or other tenants. If (i) there is a tax abatement program in effect at any time during the Term which reduces the Taxes, or (ii) Taxes are "phased in" during the Temr,lhe Taxes for the Base Year shall be adjusted so that they are computed on the satrie basis as the Taxes for the applicable subsequent year(s) during which the tax abatement or phase-in is in effect For example, if the Taxes for the Base Yeaz are reduced by 50% as part of a tax abatement program and the Taxes aze reduced by 25% for the next Tax Year (year 2) and are not reduced at all for the following T'ax Year (year 3), for purposes of computing the increase for year 2, tbe Base Year Taxes shall be recomputed as if there were a 25% abatement in effect, and for purposes of computing the increase for year 3, the Base Year Taxes shall be computed as if there were no abatement in effect if Landlord contests the assessment for Tenant's Base Yeaz Taxes, then Landlord, at Landlord's sole cost and expense shall take reasonable steps to contest the assessment in later years as well. Tenant may bring, at Tenant's option, appropriate proceedings in Landlord's name or Tenant's name, or both, for contesting any assessment for any Tax Year during the Lease Term. The net amount of taxes recovered as a result of such proceedings (e.g., the amount recovered after payment of all sums necessary to attain such recovery) shall be shared between Landlord and Tenant with Tenant receiving Tenant's Allocated Share thereof. Landlord shall cooperate with Tenant with respect to the proceedings so faz as is reasonably necessary. Any increase in Taxes for the Building resulting from a refmancing or sale shall be added to the Base Year Taxes. 217630_9 (b) Tenant shall pay, in monthly installments in advance, on account of Tenant's Allocated Share of Operating Expenses and Taxes, the estimated arriount of the increase of such Recognized Expenses and Taxes for such year in excess of the Base Yeaz as determined by Landlord as provided in this Lease and as set forth in a notice to Tenant, such notice to include the basis for such calculation. Prior to the end of tbe calendar year in which the Lease commences and thereafter for each successive calendar year (each, a "Lease Year"), or part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses and Taxes in excess of the Base Year and shall indicate what Tenant's Allocated Share of Recognized Expenses a~ Taxes shall be. Said amount shall be paid in equal monthly installments in advance by Tenant as Additional Rent commencing Jamaary 1 of the applicable Lease Year. The Base Year shall be adjusted to adjust for average and reasonable allowance far on going repairs and maintenar~e and to exclude from the Base Year "extraordinary items" of Taxes or pperatiing Expenses incurred in such calendar year. For purposes or this subparagraph, extraordinary items shall a~an either (J~ cost increases or decreases aver the prior calendar year of six percent (6°ib) or more with respect ~ certain on-going line items of the Operating Expenses, or m items which increase Landlord's total Operating Expenses and such items have not been i~huled in the determination of Operating Expenses by the Landlord (or the Landlord's predecessor in interest) for the Base Yeaz. (c} If during the course of nay Lease Year, Landlord shall have reason to believe that the Recognized Expenses shall be different than that upon which the aforesaid projections were originally based, then Landlord, one time in any caleadaz yeaz, shall be entitled to adjust the amount by reasonably reallocating the remaining payments for such yeaz, for the months of the Lease Year which remain far the revised projdetions, and to advise Tenant of an adjustment in future monthly amounts to the end result that the Recognized Expenses shall be collected on a reasonably current basis each Lease Year. (d) In calculating the Recognized Expenses as hereinbefore described, if for thirty (30) or mare days during the pzeceding Lease Year less thannicety-five (95%) percent of the rentable area of the Building shall have been occupied by tenants, then the Recognized Expenses attributable to the Property shall be deemed for such Lease Year to be amounts equal to the Recognized Expenses which would normally be expectncl to be irtctnred had such occupancy of the Building been at leastninety-five (95%) percent throughout such year, as reasonably determined by Landlord assuming the Building a fully operational first-class office Building at cost levels prevailing in the geographic market in which the Building is located for an entire year. This adjustment shall inchule (a) when Building systems are under warranty during the Base Year, an adjustment for the cost of service contracts and other expenses that would have been incurred in the abse~e of such warranties; (b) an adjustment foe all other expenses that are not incurred if the Building is new and start-up discounts or similar savings have been achieved; and (c) adjustments for all other atypical costs that occur or do not occur during the Base Ytaz other than those costs which would occur in the Base Year in the ordinary course of business. The purpose of these adjustments is to inchsde in the Recognized Expenses for the Base Year all reasonable cost com{~onents that occur or aze h7cely to occur in later years. Where Landlord allocates Recognized Expenses to the Building which are shared with other buildings in the Project; (i) the coats so allocated must be clearly identified on the Landlord's statement of actual expenses incurred for Recognized Expenses; (ii) the rational and the underlying method of allocation anzst be set forth in detail; and (iii) the benefit inuring to Tenant quantified. Absent the foregoing disclosure, allocated costs shall, in no event, be dtet~d Recognized Expenses. Tenant reserves the right to challenge the propriety of all allocated costs. (e) By Apri130s' of each Lease Year or as soon thereafter as administratively available, Landlord shall send to Tenant a statement of actual expenses incurred for Recognized Expenses for the poor Lease Year showing the Allocated Share due from Tenant. Landlord shall use its reasonable efforts to provide Tesiant with the aforesaid statements on or before Apri130 of each Lease Year; provided, however, if Landlord is unable to provide such statements by Apri130, Landlord shall not have been deemed to waive its right to collect any such amounts as Additional Rent. In the event the amount prepaid by Tenant exceeds the arr~unt that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future 217630 9 10 payments on account of Recognized Expenses until Tenant has been fully credited with the over charge. )f the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit and such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional aunt due, which amount shall be paid in full by Tenant within thirty (30) days of receipt. Landlord shall not be entitled to collect such an undercharge for a Lease Year if Landlord has failed to invoice Tenant within two (2) years after Apri130'~ of the subsequent Lease Year or, with respect to the last Lease Year of the term, within one (1) year after Apri130's of the last Lease Year of the Term (f) Each of the Operating Expenses and Tax amounts, whether requiring lump sum payment or constituting projected rrbonthly amounts added to the Fixed Rent, shall for all purposes be treated and Considered as Additional Rent and the failure of Tenant to pay the same as and when due in advance and without demand shall have the same effect as failure to pay any installment of the Fixed Rent and shall afford Landlord all the remedies in the Lease therefor as well as at law or in equity. All Operating Expenses shall be charged at standard fates from the applicable service provider, without reduction on account of volume discounts or preferred vendor rates applicable to Landlord. (g) If this Lease terminates other than at the end of a calendar year, Landlord's annual estimate of Recognized Expenses shall be accepted by the parties as the actual Recognized Expenses for the year the Lease ends until Landlord provides Tenant with actual statements in accordance with subsection ti(e) above. (h) Tenant shall have the right, at its sole cost and expense, within ninety (90) days from receipt of Landlord's statement of Recognised Expenses for a particular Lease Year (but in no event more them the last two Lease Years), to audit and review, or have its appointed accountants and/or consultants, audit and revitw Landlord's records related to Recognized Expenses and Taxes. Tenant shall have the right, at its sole cost and expense, to audit and review, or have its appointed accountants and/or consulta~s, audit acrd review Landlord's determination of Operating Expenses for the Base Year at the time of Tenant's audit and review of the Landlord's statemLent of Recognized Expenses for the fast Lease Year per the foregoing sentence. In the event Tenant's audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustabcnt, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in such arbitration shall be final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties' responsibility, shall be divided equally between the parties. If the results of the review of records (taking into a,ccouut, if applicable, the results of any additional review and subsequent arbitration} reveal that Tenant has overpaid obligations for a preceding period, the amount of such overpayment at Tenant's sole election either shall be credited against Tenant's subsequent installment obligations to pay the estimated Tax and Operating Expense Adjustment or shall be paid to Tenant within thirty (30) days of the determination of the overpayment. In the event, by agreement or as a result of an azbitration decision, it is determined that the Recognized Expenses and Taxes charged by Landlord exceeded the actual Recognized Expenses and Taxes claimed by the Landlord by more than three percent (3°f°), the actual, reasonable hourly costs to Tenant of Tenant's audit (including legal and accounting costs) and the actual, reasonable costs to Tenant of the arbitration, shall be reimbursed by Landlord. Landlord agrees that throughout the Lease Term it shall maintain at a mininuim all books an records relating to the Taxes and Operating Expenses for the then three (3) most recently concluded full calendaz years. 7. ELECTRICITY CHARGES. Landlord shall provide at its sole cost and expense electric energy of not less than seven (7) watts per rentable square foot connected load of the Premises for lighting and convenience outlets, exchlsive of Building heating, air conditioning and ventilation services. Landlord shall have tbe right to change the electric and other utility provider to the Project or Building at any time and, except in the case of emergency, shall endeavor to provide Tena~rt with sixty (60) days prior written notice thereof. The failure to provide notice of a change in electric provider shall not constitute a default of Landlord hereunder. Except as set forth in Article 14, Landlord shall not be 217630 9 11 liable for any interruption of delay in electric caused by any third party provider. 8. SIGNS• USE OF PREMISES AND COMMON AREAS. (a) Landlord at its sole cost and expense shall provide Tenant with standard idemiScation signage on all Building directories and floor directional and suite signage on each floor of the Premises and btmldiag monument signage. Landlord shall also pmvide to Tenant ph-cemcnt on the existing monument sign for the Building consistent with other tenant's current signage. Other than the foregoing and signage installed by Tenant within the Premises at its cost, no other signs shall be placed, erected or maintained by Tenant at any plane upon the Premises, Building or Project, except that if Tenant and/or an Affiliate leases 80,000 or more rentable square feet of apace in the Building, Tenant and or an Affiliate shall be entitled to place its name on the exterior of the Building subject to the reasonable review and consent of Landlord and any required manicipal approvals. Landlord shall' obtain Tenant's prior written consent prior to Landlord's agreeing to display any further exterior sign, wig the name of any tenant or occupant of the Building, which consent Tenant agrees not to unreasonably withhold or del~+ provided such tenant or occupant (as tbe case may be) is not a competitor of Tenant or an Affiliate. In no event shall the sign rights of any other tenant or occupant of the Building be more prominent than the sign rights gtauted u, Tenant pursuant to this Lease unless such tenant or occupant leases more rentable square footage in the Building than Tenant. Landlord shall not name the Building with the name of any of the entities listed on E bit E annexed hereto and made a part hereof. (b) Tenant may use and occupy the Premises only for the express and limited purpgaes stated in Artccle 1(il above; and the Premises shall not be used or occupied, in whole or is part, for a~ other p~Mcpose without the prior written consent of Landlord; provided that Tenant's right to so use and occupy the Promises shall remain expressly subject to the provisions of "Governmental Regulations". Landlord represents and warrants that to its knowladge the Permitted Use at the Premises is permissible under all Governmental Regulations and the Ceriiticate of Occupancy for the Building. Landlord shall not seek or suffer any change of the Certificate of Occupancy which shall cause the foregoing representation to be untrue. No machinery or equipment shall be permitted that shall cause vibratioq noise or disturbance beyond the Premises. (c) Tenant shall not overload any floor or part thereof in the Premises or the Building, including any public corridors or elevators thereiq and Landlord may reasonably direct sad control the location and size of, safes and all other unusually heavy articles. (d) Unless provided for pursuant to the Work Letter Agreement annexed hereto as Exhibit A-1, Tenant shall not install in or for the Premises, without Landlord's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed, any equipment which requires more electric current than Landlord is required to provide under this Lease. Landlord represents and warrants that the maximum amount of load or demand for or use of electrical current which can safely be permitted in and for the Premises is 7 watts per square foot. Tenant shall not in any event connect a greater load than such safe capacity. (e) Tenant shall not commit nay waste upon the Premises, Building or Project or any nuisance, or do any other act or thing which may disturb the quiet enjoyment of any other tenant in the Building or'Project. Landlord shall not commit or suffer any waste upon the Premises, Building or Project any nuisance, or do any other act or thing which may disturb the Tenant's quiet enjoyment and possession of the Premises provided Tenant shall not be in default of his Lease after any applicable notice and expiration of any applicable cure periods. (f) Tenant shall have the right, non-exclusive and in common with others, to use the exterior paved driveways and walkways of the Building for vehicular sad pedestrian access to the Building. Tenant shall also have the right, in common with other tenants of the Building and Landlord, to use the designated parking areas of the Project for the parking of automobiles of Tenant and its employees and business visitors, incident to Tenant's permitted use of the Premises; provided that Landlord shall have the right to restrict or limit Tenant's utilization of the pazking areas in the event the same become overburdened and in such case to equitably allocate on proportionate 217630_9 12 basis or assign parking spaces among Tenant and the other tenants of the Building; provided that in no event shall Tenant have less than four (4) parking spaces for each one thousand (1,000) squaze feet of the Premises. ENVIItONMENTAL MATTERS. (a) Hazardous Substances. (i} Tenant shall not, except as provided in subparagraph (ii) below, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazazdous substance or hazardous waste in violation of law, as such terms aze or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 ~ sue., as the same may from time to time be ame~ed, and the regulations protaulgated pursuant thereto ("CERCLA"); the United States Department of Transportation Hazardous Materials Tgble (49 CFR 172. l OZ); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Chan Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; and/or (y) any other rule, regulation, ordinance, statute or requirements of any governmental or administrative agency regarding the environment (collectively, (x) and (y) shall be referred to as an "Applicable Environmental Law"). (ii) Tenant may bring to and use at the Premises hazardous substances incidental to its normal business operations under in the quantities reasonably required for Tenant's normal business consistent with its occupancy pursuant to the Lease and in accordance with Applicable Environmental Laws. Tenant shall store and handle such substances in strict accordance with Applicable Enviromnental Laws. (iii) Tenant shall defend, indeasnify and hold harmless Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and their respective employees and agents from and against any and all third-party claims, actions, damages, liability cad expense (inchuiing all attorney's, consultant's and expert's fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding bmught thereon) arising from Tenant's storage anti use of hazazdous substances in the Premises including, without limitation, any and all costs incurred by Landlord because of any investigation of the Building or any cleanup, removal or restoration of the Building to remove or remediate hazardous or hazardous wastes deposited by Tenant. Without limita~ioa of the foregoing, if Tenant, its officers, employees, agents, contractors, licensees or invitees cause contamination of the Premises by any hazardous substances, Tenant shall promptly at its sole expense, take any and all necessazy actions to return the Premises to the condition existing prior to such contamination, or in the alternative take such other remedial steps as maybe required by law or recommended by Landlord's environmental consultant. (b) Landlord covenants and warrants that to its knowledge without independent investigation there has not been a past and there is no current release of any pollutant, contaminant, toxic or hazardous substance or waste, including asbestos. Landlord shall defend, inderrmify and hold harmless Tenant and its employees and agents from cad against all third-pazty claims, actions, damages, liability and expense (including all attorney's, consultant's and expert's foes, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from any breach of Landlord's representations in the foregoing sentence and from Landlord's storage and use of hazardous substances in the Building or at the Project. Without limitation of the foregoing, if Tenant, its officers, employees, agents, contractors, licensees or invitees cause contamination of the Premises by any hazazdous substances, Tenant shall promptly at its sole expense, take any and all necessary actions to return tbe Premises to the condition existing prior to such contamination, or in tbe alternative take such other remedial steps as maybe required by law or recommended by Landlord's environmental consultant. (iv) Except as provided above, Tenant shall not engage in operations at the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of "hazardous substances" or "hazardous waste" as such terms are defined under any Applicable Environmental Law. Tenant further covenants that it will not cause or permit to exist any "release" or "discharge" (as such term is defined under Applicable Environmental Laws) on or about the Premises. 217630_9 13 (v) Tenant shall, at its expense, comply with all requirements of Applicable Environmental Laws pertaining thereto provided that Tenant shall not be obligated to make any Alterations to the Premises as a result of any Enviromzxntal Laws. (vi) In addition, upon written notice of Landlord, Tenant shall cooperate with Landlord in obtaining Applicable Environmental Laws approval of nay transfer of the Building. Specifically in that regard, Tenant agrees that it shall (1) execute and deliver all affidavits, teport$, responses to questions, applications or other filings required by Landlord and related to Tenant's activities at the Premises, (2) allow inspections and testing of the Premises during nomgal busicess hours, and (3) as iespects the Preauses, perform any requirement reasonably required by Landlord necessary for the receipt of approvals under Applicable Environmental Laws, provided the foregoing shall be at ao out-of-p~ket cost or expense bo Tenant except for clean-up and remediation costs arising from Tenant's violation of this Article 9. (d) Additional Terms. (i) In the event of Tenant's failure to comply in full with this .Article, Landlord may, after written notice to Tenant and Tenant's failure to cure within thirty (30) days of its receipt of such notice, at Landlord's option, perform any and all of Tenant's obligations as aforesaid and all reasonable third-party costs and expenses incurred by Landlord is the exercise of this right all be deemed to be Additional Rent payable on demand aril with interest at the Default Rate. In the event of Landlord's failure to comply in fiill with this Article, Tenant may, after written notice to Landlord and Landlord's failure to cure within thinly (30) days of its receipt of such notice, at Tenant's option, perform any and all of Landlord's obligations as aforesaid and all reasonable third-party costs and expenses incuaed by Tenant in the exercise of this right all be payable to Tenant within thirty (30) days of demand and if Landlord fails to timely make such payment, Tenant may set off against Rent payments the arceunts of such costs and expenses. (ii) The parties acknowledge and agree that Tenant shall not be held responstble for any environmental issue at the Premises unless such issue was caused by an action or omission of Tenant or its agents, employees, consultants or invitees. (e) Survival. This Article 9 shall survive the expiration or sooner termination of this Lease. 10. TENANTS ALTERATIONS. Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make alterations, improvements or physical additions (collectively, "Alterations") of any kind to any part of the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed. Landlord's consent shall not be required for (i} the installation of any office equipment or fixtures including internal partitions which do not require disturbance of any structural elements or systems (other than attachment thereto) within the Building or (ii) minor work, including decorations, which does not require disturbance of any structural elements or systems (other than attachment thereto) within the Building and which costs in the aggregate less than $100,000. The failure of Landlord to consent or reject Tenant's request for consent to an Alteration for which consent is required within fifteen (15) business days of such request shall be deemed Landlord's consent to such Alteration, except that in connection with the Tenant's Improvements (hereinafter deficed) only such time period shall be reduced to fifteen (15) days as provided in the Work Letter Agreement annexed hereto as Exhibit A-1. Prior to the commencement of labor or supply of any materials, Tenant must furnish to Landlord (i) a duplicate or original policy or certificates of insurance evidencing (a) general public liability insurance for personal injury and property damage in the minimum amount of S 1,000,000.00 combined single limit, (b) statutory workman's compensation insurance, and (c) employer's liability insurance from each contractor to be employed (all such policies shall be non cancelable without thirty (30) days prior written notice to Landlord and shall be in arrmunts and with companies satisfactory to Landlord); (ii) construction documents prepared and sealed by a registered Pennsylvania architect if 217630_9 14 such alteration causes the aggregate of all Alterations to be in excess of $50,000; (iii) all applicable building permits required by law; and (iv) an executed, effective Waiver of Mechanics Liens from such contractors and all sub- contractors in states allowing for such waivers or the cost of such alteration must be bonded by Tenant. Any approval by Landlord permitting Tenant to do any or cause any work to be done in or about the Premises shall be and hereby is conditioned upon Tenant's work being performed by workmen and mechanics working in harmony and not interfering with labor employed by Landlord, Landlord's mechanics or their contractors or by any other tenant or their contractors. If at any time any of the worlmren or mechanics performing any of Tenam's work shall be unable to work in harmony or shall interfere with any laboz employed by Landlord, other tenants or their resp¢ctive mechanics and contractors. Tenant, upon notice from the Landlord, shall cause its workmenand/or mechanics to cease such work and vacate the Building. All permanent Alterations made in or upon the Premises, either by Landlord or Tenant, shall be Landlord's Property upon installation and shall remain on the Premises without compensation to Tenant unless Landlord provides with its initial consent to such Alterations written notice to Tenant that same must be removed at the expiration of tbe Lease, in which event Tenant shall promptly remove such Alterations and repair any damage to the Premises resulting from such removal. Landlord shall deliver the Premises free and clear of wiring and cabling odrer than any wiring or cabling used by the building systems or which is m be delivered by Landlord for Tenant's use, and provided that all of such wiring and cabling shall be clearly marked or labeled to identify its function. At Lease termination (and at Tenant's option at any time prior to such termination), all of Tenant's finniture, movable trade fixtures and equipment (including telephone, security and coantumicatian equipment system wiring and cabling installed by Tenant) shall be removed by Tenant and shall be accomplished in a good and workuraniike mann,cr so as not to damage the Premises or Building and in such manner so as not m unreasonably disturb other tarrams in the Buildmg. All such installations, re~vaLs and restoration shall be accomplished in a good and worlmiaalilce manner so as not to damage the Fremises or Building and in such manner so as not to disturb other tenants in the Building. If Tenant fails to remove any items required to be removed pursuaxrt to this Article, Landlord may do so and the reasonable costs and expenses thereof shall be deemed Additional Rent hereunder and shall be reimbursed by Tenant to Landlord within fifteen (15) business days of Tenant's receipt of an invoice therefor from Landlord. 11. CONSTRUCTION LIENS. (a) Tenant will not suffer or permit any contractor's, subcontractor's or supplier's lien to be filed against the Premises or any part thereof by reason of work, labor services or materials supplied or claimed to have been supplied to Tenant (a "Construction Lien"); and if nay Construction Lien shall at any time be filed against the Premises or any part thereof, Tenant, within sixty (60) days after notice to Tenant of the filing thereof, shall cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such Construction Lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the anuormt claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord, plus all of Landlord's reasonable third party costs and expenses associated therewith (including, without limitation, reasonable legal fees), shall constitute Additional Rent payable by Tenant under this Lease .and shall be paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the Default Rate. Notwithstanding the foregoing, Tenant shall have no obligations to discharge or otherwise dispose of any liens with respect to the Premises existing prior to the date of this Lease or effective against the Premises as a result of the acts or omissions of Landlord. (b) Nothing in this Lease, or in any consent to the making of alterations or improvements shall be deemed or construed in any way as constituting authorization by Landlord for the malting of any alterations or additions by Tenant within the meaning of 49 P.S. Sections 1101-1902, as amended, or under the Contractor and Subcontractor Payment Act or any arrbendment thereof, or constituting a request by Landlord, express or implied, to any contractor, subcontractor or supplier for the performance of any labor or the furnishing of any materials for the use or benefit of Landlord. 217630_9 15 12. ASSIGNMENT AND SUBLETTING. (a) Subject to the remaining subsections of ~ic1e 12• except as expressly pernritted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void Subject to subparagraph 12(i) below, Phis Lease shall not, nor shall any interest herein, be assignable as m the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord (b) If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenaffi shall give notice to Landlord of such desire, including the name, address and contact patty for the proposed assignee or subtenant, a description of such party's business history, the effective date of the proposed assigntncnt or sublease (it~luding the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plea professionally drawn to scale depicting the proposed sublease area, and a statetnettt of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and irrmtediately upon the sooner termination hereof). (c) If Landlord shall not deliver written notification of its acceptance or rejection of Tenant's request for consent to an assignment or sublease within thirty (30} days following Tenant's request, Landlord shall be deemed to have comment to such sublease or assignment. (d) For purposes of this Section 12, and without limiting the basis upon which'Lattdlord tray withhold its consent td arty proposed assignment or sublease, the patties agree that it shall not be unreasonable for Landlord to withhold its cottserrt to such assigtttttent or sublease if (i) the proposed assignee or sublessee shall have a net worth which is not acceptable to Landlord in Landlord's reasonable discretion; (ii) the proposed assignee or sublessee shall have no reliable credit history or an unfavorable credit history, or other reasonable evidet~e exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (iii) the proposed assignee of sublessee, is Landlord's reasonable opinion, is not reputable and of good character; (iv) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (v) Tenant is proposing to assign or sublease to an existing tenant of the Building or another property owned by Landlord or by its partners, or to another prospect with whom Landlord or its payrttlers, or their affiliates are then negotiating; (vi} the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to ateet code requirements; or (vii) the nature of such patty's proposed business operation would or might reasonably permit or require the use of the Premises in a ntatmtr inconsistent with the "Permitted Use" specified herein, or would be in conflict with express provisions of this Lease. (e) Any sums or other econoatic consideration received by Tenant as a result of a~ subletting, assignment or license (except payments received which are attributable to the cost of leasehold improvements trade to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standazd leasing commission) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sutra which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignnttnt) shall be divided evenly between Landlord and Tenant, after deduction of Tenant's costs in connection with such sublease or assignment including, without limitation, demising costs, brokerage fees, any improvements or concessions provided for or to the subtenant or assignee and Tenant's legal fees in connection with such sublease or assignment. (f) Regardless of Landlord's consent, no subletting or assignrr~nt shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations bo be perforated by Tenant hereunder, except as expressly provided otherwise in this Section 12. The acceptance of rental 217630_9 16 by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deerrred consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant ar any successor of Tenant is the perfona~artce of any of the terms. hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor. (g~ In the event that (i) the Premises or any part thereof are sublet a~ Tenant is in default under this Lease after any applicable notice and expiration of any applicable cure period, or (ii) this Luse is assigned by Tenatrt, then, Landlord may collect Rent from the assignee or subtenant and apply the net amount collected to the rent herein reserved; but no such collection shall be deemed a waiver of the provisions of this Article ~ with respect to assignment and subletting, or the acceptance of such assignee or subtenant as Tena~ hereunder, or a release of Tenant from further performance of the covenants herein contained. (h) In connection with each proposed assignment or subletting of the Premises by Tenant, Tenant shall pay to Landlord Landlord's reasonable attorneys' fees not to exceed $1,000 per ptbposed transaction. (i) Notwithstanding anything to the contrary in this Lease, the following shall ant require Landlord's consent and shall not entitle Landlord to share in any profits or obligate Tenant to pay any fees of Landlord as provided in § 12(h) above; (1) the dissolution of Tenant (if Tenant is a partnership) and immediate reconstitution into a partnership, or the addition or withdrawal of part~rs, or the reallocation of interests armng partners of the partnership, provided that the reconstituted partnership is obligated for all Tenant's obligations under the Lease and that Tenant remains liable for all Tenant's obligations; (2) the assignment of this Lease to any successor of Tenant (i) into which ~ with which Tenant is merged or consolidated, (ii) arising fibm the transfer of Tenant's interest under this Lease made in conjunction with the transfer of a majority of the assets and liabilities of Tenant, or (iii) arising from the acquisition of the assets and liabilities of another firm by Tenant, provided that such successor is obligated for all Tenant's obligations under the Lease and that Tenant remains liable for all Tenant's obligations despite such assignment to a successor; (3) the assignment of this Lease, in whole or in part, or the sublease of all or any portion of the Premises, to (i} any successor of Tenant to all of the assets and liabilities of Tenant's Camp Hill, Pennsylvania office, provided that such successor is a typical tenant for afirst-class office building, (ii) to any corporation, partnership or other entity that is or prior to such proposed sublease or assignment was, awholly-owned subsidiary of Tenant and to which Tenant transferred a portion of Tenant's assets, or (iii) to an Affiliate (defined below) of Tenant, provided that in the case of (i), (ii) or (iii) of this subsection (3), Tenant remains liable for all Tenant's obligations despite such assigmra;nt. "Affiliate," as that term is used in tins Lease, shall mean any Parson or entity controlling, controlled by or under common control with another person or entity. As used in this Lease, the terms "control", "controlled" or "controlling" shall mean the possession, direct or induect, of the power to direct or cause the direction of the management and policies of such controlled person or entity. (4) Upon Tenant's request, Landlord shall agree to simultaneously accept a surrender of a portion of the Premises and enter info a new lease or leases with Tenant for the surrendered portion of the Premises on the same terms and conditions set forth herein with respect to such surrendered portion except that'the monetary obligations hereunder shall be equitably reduced based on the rentable square footage of the surrendered portion with the new lease(s) taking monetary responsibility for such surrendered portion. (5) the assignment of this Lease (or any of the leases described in 12(ix4) above), to any client of Tenant pursuant to, or in connection with, the service agreement between Tenant and such client, or such 217630_9 17 client's account with Tenant, whereby such client requires the right to assume Tenant's rights and obligations under this Lease (whether or not the Lease or the Premises shall be explicitly named in advance by such client) or any part thereof. Ia the event of such an assignment, provided such client assumes all the obligations of Tenant under the assigned Lease (or leases) accruing on or after the date of the assignment the Tenant shall be fully released and discharged from all obligations under this Lease accruing on or after the date of such assignmem with riespect to the portion of this Lease so assigned provided such assignee assumes all such obligations under this Lease accruing on or after the date of such assignment. (j) Anything in this Article 12 to the contrary notwithstanding, no assignment ar sublease shall be permitted under this Lease if Tenant is in default at the time of such assignment after applicable notice and after applicable cure periods. 13. LANDLORD'S RIGHT OF ENTRY. Landlord and persons authorized by Landlord may enter the Premises at all reasonable times upon reasonable advance notice (except in the case of an emergency in which case no prior notice is necessary) for the purpose of inspections, repairs, alterations to adjoining space, appraisals, or other reasonable pprposes including enforcement of Landlord's rights under this Lease. Landlord shall not be liable for inconvenienice to or disturbance of Tenant by reason of any such entry; provided, however, that in the case of repairs or work, such shad be done, so far as practicable, so as to not uiueasonably interfere with Tenant's use of the Premises. Provided, hoatever, that such e$'orts shall not require Landlord to use overtime labor unless Tenant shall pay for the inereasod costs to be incurred by Landlord for such overtime labor. Landlord also shall have the right to enter the Premises at all reasonable times after giving prior notice to Tenant, to exhubit the Premises to any prospective purchaser and/or mortgagee. During the last six (6) months of the Term, Landlord also shall have the right to enter the Premises at all reasonable times after giving prior oral notice to Tenant, to exhibit the Premises to any prospective tenarrts. Upon completion of the any work by Landlord for which Landlord's right of entry is exercised, the Landlord shall cause the Premises to be restored to the condition existing prior to the coaanencement of such entry. Landlord trither agrees that all pipes, conduits and tbe like installed by or on behalf of the Landlord in the Premises pursuant to this Lease shall be installed above lnmg ceilings, behind walls or in mechanical rooms, atxi that the Premises shall not be used for the storage or staging of materials or equipment. No entry by the Landlord, repairs or other work p~crfon;ned by the Landlord in the Premises shall result in a reduction of the Tenant's usable area. Tenant shlall have the right to require that nay entry by the Landlord or its agents, employees or contractors be made in the presence of an employee of the Tenant, provided that the Tenant makes such an employee available upon request. Any confidential information of the Tenant obtained as a result of any such entry shall be kept confidential. 14. REPAIRS AND MAINTENANCE. (a) Except as specifically otherwise provided in subparagraphs (b), (c), and (d) of this Article, Tenant, at its sole cost and expense and throughout the Term of this Lease, shall keep and maintain the Premises in good order and condition, free of accumulation of dirt and rubbish, and shall promptly make all non- structural repairs necessary to keep and maintain such good order and condition. Tenant shall have the option of replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipr~xnt itself or it shall have the ability to advise Landlord of Tcnanfs desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the Premises within a reasonable time of notice to Landlord and shall charge Tenatrt for such services at Landlord's standard rate (such rate to be competitive with the market rate for such services). When used in this •cle 14• the term "repairs" shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials sad equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises. (b} Landlord, throughout the Term of this Lease and at Landlord's sole cost and expenses, shall make all necessary repairs to the footings and foundations and the structural steel columns and girders forming apart of the Premises. 217630_9 18 (c) Landlord shall maintain all heating, ventilation, and air-conditioning ("HVAC'~ systems, plumbing and electric systems serving the Building and the Premises so as to provide a comfortable environment (with HVAC service equal or better than the requirements set forth on Exhibit "F" annexed hereto and made a part hereof) commercially standard in a first class office building in accordance. Tenant's Allocated Shaze of Landlord's cost for I-IVAC, electric and plumbing service, maintenance and repairs, as limited under Antic e 6 with respect to capital expenditures, shall be included as a portion of Recognized Expenses as provided in Article 6 hereof. {d) Landlord, throughout the Term of this Lease, shall make all necessary repairs to the Building outside of the premises and the common areas, including the rood walls, exterior portions of the Premises and the Building, utility lines, equipment and other utility facilities in the Building, which serve mare than ore tenant of the Building, and to any driveways, sidewallrs, curbs, loading, parking and landscaped areas, and other exterior improvenx~rts for the Building. Tenant shall pay its Allocated Share of the cost of all repairs, as limited under with respect to capital repairs, to be performed by Landlord pursuant to this Paragraph 14(d) as Additional Rent as provided in Article 6 hereof. (e) Landlord shall keep and maintain all common areas appurtenant to the Building and any sidewallcs, parking azeas, curbs and access ways adjoining the Property is a clean and orderly condition, free of accunnilation of dirt, rubbish, snow and ice, and shall keep and maintain all landscaped areas in a seat arui orderly condition. Tenant shall pay its Allocated Share of the cost of all work to be performed by Landlord pursuant to this Paragraph (e) as Additional Reat as provided in Article 6 hereof. Landlord's obligation to provide snow removal services shall be limited to the parking azeas and the sidewalk entrances to the Building. (f) Notwithstanding anything herein to the contrary, repairs to the Premises, Building or Project and its appurtenant common azeas made necessary by a r~gligent or willful act or omission of Tenant or any employee, agent, contractor, or invitee of Tenant shall be made at the sole wst and expense of Tenant, except to the extent of insurance proceeds received by Landlord. (g) Landlord shall provide Tenant with janitorial services for the Premises Monday through Friday of each week in accordance with the guidelines set forth in E 'bit "D" attached hereto and the Tenant shall pay its Allocated Share of the cost thereof as Additional Rent as provided in Article 6 hereof. (h) Landlord shall maintain in good repair and working order and make all repairs, replacements and restorations to the Building and all parts of the Building which are required in the normal maintenance, operation and use of the Building and Common Facilities, including without limitation, the structural elements, mechanical, plumbing (including providing water for kitchen and lavatory purposes, including domestic hot water for lavatory purposes), electrical systems, walkways, paths, exterior walls and roof and interior walls and ceiling, and is a manner and as is befitting a first-class office building in Camp Hill, PA. Notwithstanding anything to the contrary contained herein, Tenant shall have the right, but not the obligation, to repair or replace any item servicing the Premises which is the responsibility of Landlord to repair or replace and which Landlord fails to repair or replace within thirty (30) days of notice from Tenant that such repair or replacement is required, the cost of such repair to be reimbursed to Tenant within thirty days of written demand therefore, provided that if Landlord should fail to reimburse Tenant, Tenant shall have the right to offset any such amount from Fixed Rent then due, or becoming due, until the cost of any such repair or replacement shall be fully reimbursed. (i) Except for reasons specified in Article 37 hereof, Tenant shall have access to the Premises and elevator service at all times (twenty-four (24) hours a day, three hundred sixty five (365) days a yeaz). All services to be provided by Landlord under this Lease must be provided 8:00 a.m. - 6:00 p.m., Monday through Friday and 9:00 a.rn. -1:00 p.m. oa Saturday's, excluding legal holidays. Landlord shall provide overtime HVAC services to Tenant upon request. (j) If any of the services provided for in this Lease by Landlord are interrupted or stopped or 217630 9 19 if there is a defect in supply, character of, adequacy or quality of any of such services (collectively, a "Failure"), Landlord will use reasonable diligence to resume the service and correct the Failure; provided, however, no Failure of any of these services will create any liability for Landlord (including, without limitation, any liability for damages to Tenant's personal property caused by any such Failure), constitute an actual or constructive eviction or, except as expressly Ixovided below, cause any abatement of the Rent payable under this Lease or in any manner or for any purpose relieve Tenant from any of its obligations under this Lease. If, due to reasons within Landlord's reasonable control, any of the services required to be provided by Landlord under Article 14 should become subject to a Failure and should remain subject to a Failure for a period in excess of ?2 hours after notice of such Failure from Tenant to landlord, and if such Failure should render all or any portion of the Premises untenantable so that Tenant is actually unable to use any or all of the Premises for the normal conduct of its business ("Uatenaatable"), then commencing upon the expiration of such 72 hour period, Tenant's Rent will equitably abatie in proportion to the portion of the Promises so rendered Untenantable for so long as such services rennin subject to the Failure for such reasons. Without limiting those reasons for a Failure that may be beyond Landlord's reasonable control, any suEh Faihue due to the following will be deemed caused by a reason beyond Landlord's control: (i) that is requites in girder to comply with any laws, ordinances or requests from governmental authorities; (ii} any casualty; (iii) an accident; (iv) an emergency; (v) shortages of labor or materials; or (vi) any other causes of any kind whatsoever that are beyond the control of Landlord, including, but not limited to: (A) lack of access to the Building or the Premises (which shall include, but not be limited to, the lack of access to the Building or the Premises when it or they are structurally sound but inaccessible due to evacuation of the surrounding area or damage to nearby structures or public ardas); (B) any cause outside the Building; (~ reduced air quality or other contaminants within the Building that would Diversely affect the Building ar its occupants (including, but not limited to, the presence of biological or other airborne agents within the Building or the Premises); (D) disruption of mail and deliveries to the Building or the Pr~ngses resulting from a casualty; (E) disruptions of telephone alai telecommunications services to the Building or the Premises resulting from a casualty; or (F) blockages of guy windows, doors, or walkways to the Building or the Premises resulting from a casualty. 15. INSURANCE• SUBROGATION RIGHTS. (a) Tenant shall obtain and keep in force at all times during the term hereof, at its own expense, cormnercial general liability insurance inchtdirtg contractual liability and personal injury liability and all similar coverage, with combined single limits of $3,000,000.00 on account of bodily injury to or death of one or more persons as the result of any one accident or disaster and on account of damage to property. Such insurance may be achieved through a combination of primary and/or umbrella policies. Tenant shall also require its movers to procure and deliver to Landlord a certificate of insurance including Landlord as an additional insured and in the minimum amount of 51,000,000. (b) Tenant shall, at its sole cost and expense, maintain in full force and effect on all Tenant's trade fixtures, equipment and personal property on the Premises, a policy of "all risk" property insurance covering the full replacement value of such property. (c) All liability insurance required hereunder shall inchtde standard language that the insurer will endeavor to notify all insureds at least thirty (30) days prior to cancellation, a~ shall include Landlord and Brandywine Realty Trust as additional instueds, as their interests may appear, and, if requested by Landlord, shall also include as an additional insured any r~rtgagce or holder of atry mortgage which may be or becotrle a lien upon any part of the Premises. Prior to the commencement of the Term, Tenant shall provide Landlord with certificates which evidence that the coverages required have been obtained for the policy periods. Tenant shall also fiunish to Landlord throughout the term hereof replacement certificates within fifteen (15) days of the expiration dates of the then current policy or policies. All the insurance required under this Lease shall be issued by insurance companies authorized to do business in the t^,ommonwealth of Pennsylvania with a financial rating of at least an Ai.-X as rated in the most recent edition of Best's Insurance Reports. The limit of any such insurance shall not limit tbe liability of Tenant hereunder. If Tenant fails to procure and maintain such insurance, Landlord may, but shall note. be required to, procure and maintain the same, at Tenant's expense to be reimbursed by Tenant as Additional Rent within twenty 217630_9 20 (20) days of written demand. Tenant shall not self-insure without Landlord's prior written consent. The policy limits set forth herein shall be subject to periodic review, and Landlord reserves the right to require that Tenant increase the liability coverage limits if, in the reasonable opinion of Landlord, the coverage becomes inadequate or is less than commonly maintained by tenants of similar buildings in the area making similar uses. (d) Landlord shall obtain and maintain the following insurance during the Term of this Lease: (i) replacement cost insurance i~luding "special form" property insurance on the Building and on the Project, (ii) builder's risk i*+m~*+ce far the Landlord Work to be constructed by Landlord in the Project, and (iii) cortanercial general liability insurance (inchuling bodily injury and property damage) covering Lamlord's operations at the Project in amounts reasonably required by the Landlord's lender or Landlord. Landlord shall keep the Building insrtted against damage and destiroction by fire, earthquake, vandalism, and other perils in the amount of the full replacement value of the Building, as the value may exist from time to time. Landlord shall keep its personal property and bade fixtures insured with "all risks" insurance in an amount to cover one hundred percent (100%) of the replacement cost of the property and fixtures. Landlord shall maintain comprehensive or commercial general liability insurance, including public liability, contractual liability and property damage, with a minimnrtt combined single limit of liability often million dollars ($10,000,000.00) for bodily injury or death of one or mare persons occurring in or about the Building. (e) Each party hereto, and anyone claiming through or under them by way of subrogation, waives and releases any cause of action it might have against the other party and Brandywine Realty Trust and their respective employees, officers, members, partners, trustees and agents, on account of any loss or damage that is insured against under any insurance policy required to be obtained hereunder (to the extent that such loss or damage is recoverable under such insurance policy) that covers the Project, Buildmg or Premises, Landlord's or Tenant's fixttues, Personal properly, leasehold improvements or business and which names Landlord and Brandywine Realty Trust or Tenant, as the case may be, as a party insured. Each party hereto agrees that it will cause its insurance carrier to endorse all applicable policies waiving the carrier's right of recovery under subrogation or otherwise against the other party. During any period while such waiver of right of recovery is in effect, each party shall look solely to the proceeds of such policies for compensation for loss, to the extent such procceds are paid under such policies. 16. INDEMNIFICATION. (a) Tenant shall defend, indenmif}+ and hold harmless Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and their respective employees and agents from and against any and all third-Party claims, actions, damages, liability and expense (including all reasonable attorney's fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) any activity, work or things done, permitted or suffered by Tenant or its agents, licensees or imritees in or about the Premises or elsewhere contrary to the requirements of the Lease, (ii) any breach or default is the performance of amy obligation of Tenant's part to be performed under the terms of this Lease, and (iu~ any negligence or willfiri act of Tenant or any of Tenant's agents, contractors, employees or invitees. Without limiting the generality of the foregoing, Tenant's obligations shall include any case in which Landlord, Brandywine Realty Services Corp. or Brandywine Realty Trust shall be made a party to any litigation commenced by or against Tenant, its agents, subtenants, licensets, concessionaires, contractors, customers or employees, then Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust and shall pay all costs, expenses and reasonable attorne}~s fees incurred or paid by Landlord, Brandywine Realty Services Corp. and Brandywine Realty Trust in connection with such litigation, after notice to Tenant and Tenant's refusal to defend such litigation, and upon notice from Landlord shall defend the same at Tenant's expense by counsel satisfactory to Landlord. (b) Landlord shall defend, indemnify and hold harmless Tenant and its respective employces and agents from and against any and all third-party claims, actions, damages, liability and axpense (including all attorney's fees, expenses and liabilities incurred in defense of any such claim or any action or proceeding brought thereon) arising from (i) Landlord's improper use of the Building, (ii} the improper conduct of 217630_9 21 Landlord's business, (iii) any activity, work or things done, permitted or suffered by Landlord in or about the Premises or elsewhere contrary to the requirements of the Lease, (iv) say breach or default in the perfomlance of any obligation of Landlord's part to be performed under the terms of this Lease, and (v) any negligence or willful act of Landlord or any of Landlord's agents, co~ractors, employees or invitees without limiting the generality of the foregoing, Landlord's obligations shall include any case in which Tenant shall be made a party to any litigation commenced by or against Landlord, its agents, subtenants, licensees, concessionaires, contractors, customers or employees, then Landlord shall defend, indemnify and hold harmless Tenant and shall pay all costs, expenses and reasonable attorney's fees incurred or paid by Tenant in connection with such litigation, after notice to' Landlord and Landlord's refusal to defend such litigation, and upon notice from Tenant shall defend the same at Landlord's expense by counsel satisfactory to Tenant. 17. 4L1IET ENJOYMENT. Provided Tenarrt has performed all of the terms and conditions of this Lease, including tbe payment of Fixed Rent a~i Additional Rent, to be performed by Tenant, Tenant shall peaceably and quietly hold and e~oy the Premises for the Term, without hindrance from Landlord, or anyone claiming by through or under Landlord under and subject to the terms and conditions of this Lease. 18. FIRE DAMAGE. (a) Except as provided below, incase of damage to the Premises by fire or other insured casualty, Landlord shall repair the damage. Such repair work shall be commenced promptly following notice of the damage and completed with due diligence, taking into account the tuna required for Landlord to effect a settleseat with and procure insurance procceds from the insurer, except for delays due to governmental regulation, scarcity of or inability to obtain labor or materials, intervening acts of God or other causes beyond Landlord's reasonable control. (b) Notwithstanding the foregoing, if (i) the damage is of a nature or extent that, in Landlord's reasonable judgment (to be convramicated to Tenant within thirty (30) days from the date of tlbe casualty), the repair and restoration work would require more than one hundred eighty (180) consecutive days to can~slete'after the casualty (assuming normal work crews not engaged in overtime), or {ii) if more than thirty (30%) pexc~cat of the total area of the Building is extensively damaged, or (iii) the casualty occurs in the last Lease Year of the Term and Tenant has nest exercised a renewal right, either party shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto, by sending written notice of such termination to' the other Within ten (10) days of Tenant's receipt of the notice from Landlord described above. Such notice is to specify a termination date no less than fifteen (15) days after its transmission. (c) If the insurance proceeds received by Landlord as dictated by the terms and conieiitions of any financing then existing on the Building, (excluding any rent insurance proceeds) would not be sufficielrt to pay for repairing the damage or are required to be applied on account of any mortgage which encumbeas any part of the Premises or Building, or if the nature of loss is not covered by Landlord's fire insurance coverage, Landlord may elect either to (i) repair the damage as above provided notwithstanding such factor (ii) terminate this Lease by giving Tenant notice of Landlord's election as aforesaid. (d) In the event Landlord has not completed restoration of the Premises within one hundred eighty (180) days from the date of casualty subject to delay due to weather conditions, shortages of labor or materials or other reasons beyond Landlord's control, Tenant may terminate this Lease by written notice to Landlord within thirty (30) business days following the expiration of such 180 day period (as extended fvr reasons beyond Landlord's control as provided above) unless, within fifteen (15) business days following receipt of such notice, Landlord has substantially completed such restoration and delivered the Premises to Tenant for occupancy. Notwithstanding the foregoing, in the event Tenant is responsible for the aforesaid casualty, Tenant shall not have the right to terminate this Lease if Landlord is willing to rebuild and restore the Premises. 217630 9 22 (e) In the event of damage or destruction to the Premises or any part thereof, Tenant's obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted or abated. 19. SLJBO1tDINATION• RIGHTS OF MORTGAGEE. (a) Provided Tenant shall receive a Nondisturbance Agreement described below, this Lease shall be subject and subordinate at all times to the lien of atry mortgages now or hereafter placed upon the Premises, Building and/or Project and land of which they are a part without the necessity of any fiuther instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, nay mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery and in that event such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. Landlord shall deliver a subordination, attornment and nondisturbance agreement ('Tlondisturbance Agreement") from anY mortgagee of Landlord, in such foam for recording and in form and substance reasonably acceptable to Tenant, which shall provide, ~ ~, that the leasehold estate granted to Tenant under this Lease will not be terminated or disturbed by reason of the foreclosure of the mortgage held by mortgagee of Landlord, so long as Tenant shall not be in default under this Lease beyond applicable cure periods and shall pay all sums due under this Lease without offsets or defenses thereto except as provided in this Lease or at law and shall fully perform and comply with all of the terms, covenants anti conditions of this Lease on the part of Tenant to be performed and/or complied with, and in the event a mortgagee or its respective s~cessor or assigns shall enter into and lawfully become possessed of the Premises covered by this Lease and shall succeed to the rights of Landlord hereunder, Tenant will attamt to the successor as its landlord under this Lease and, upon the request of such successor landlord, Tenant will execute and deliver an attornment agreement in favor of the successor landlord. (b} Intentionally deleted. 20. CONDEMNATION. (a) Landlord shall promptly notify Tenant upon receipt of notice of any condemnation proceeding pending or threatened with respect of the Premises or the Building. If more than fifteen (15%) percent of the floor area of the Premises is taken or condemned for a public or quasi-public use (a sale in lieu of condemnation to be deemed a taking or condemnation for purposes of this Lease), this Lease shall, at either party's option,. terminate as of the date title to the condemned real estate vests in the condenmor, and the Fixed Rent and Additional Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to that date and all rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant and neither party shall thereafter have any liability hereunder. Additionally, if any taking or condemnation makes the Premises impractical for the Penmitted Uses or materially diminishes the pazking afforded to Tenant as provided in this Lease, Tenant shall be entitled to terminate this Lease as of the date title to the condemned real estate vests in the condemnor, and the Fixed Rent and Additional Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to that date and all rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant and neither party shall thereafter have any liability hereunder. (b) If less than fifteen (15g'o) percent of the floor azea of the Premises is taken and the taking does not make the Premises untenantable for Tenant's Permitted Uses or materially diminishes the patldng afforded to Tenant as provided in this Lease, or if neither Landlord, or if Tenant shall be entitled to but shall m-t elect to terminate this Lease pursuant to the preceding section, Landlord shall do such work as may be reasonably necessary to restore the portion of the Premises not taken to tenantable condition for Tenant's uses, but shall not be required to expend more than the net award Landlord reasonably expects to be available for restoration of the Premises. If Landlord determines that the damages available for restoration of the Building and/or Project will not be sufYicient to pay the cost of restoration, or if the condemnation damage award is required to be applied on account of any mortgage which encumbers any part of the Premises, Building and/or Project, Landlord may terminate this Lease by 217630 9 23 giving Tenant thirty (30) days prior notice specifying the termination date. (c) If this Lease is not terminated after any such taking or condemnation, the Fixed Rent and the Additional Rent shall be equitably reduced in proportion to the area of the Premises which has been taken for the balance of tbe Term (d) If a part or all of the Premises shall be taken or condemned, all compensation awarded upon such condemnation or taking shall go to Landlord and Tenant shall have no claim thereto other than Tenant's damages associated with moving, storage and relocation; and Tenant hereby expressly waives, reliaquahes and releases to Landlord any claim for damages or other compensation to which Tenant might otherwise be entitled because of any such taking or limitation of the leasehold estate hereby created, and irrevocably assigns and transfers to Landlord any right to compensation of all or a part of the Premises or the leasehold estate. 21. ESTOPPEL CERTIFICATE. (a) Each party agrees at any time and from tirr~ to time, within fifteen (15) days after the other party's written request, to execute, acknowledge and deliver to the other party a written instrualent in recordable form certifying all information reasonably requested, inchrding but not limited to, the following: that this Lease is lmmodified and in full force and effect (or if there have bcen modifications, that it is in full force and effect as modified and stating the modifications), the Commencement Date, the expiration date of this Lease, the square footage of the Premises, tbe rental rates applicable to the Premises, the dates to which Rent, Additional Rtnt, and other charges have been paid in advance, if any, and stating whether or not m the best knowledge of this party signing such certificate, the requesting party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such defanh of which the signer may Dave knowledge. It is intended that any such certification and statement delivered pursuant to this Article may be celled upon by any prospective purchaser of the Project or any mortgagee thereof or say assignee of Landlord's interest in this Lease or of any mortgage upon the fee of the Premises or any part thereof; provided that the only remedy of the' prospective purchasers of the Project or Mortgagee if any statement of Tenant in such certificate shall be untrue shall be to estop Tenant from claiming otherwise in a legal proceeding between Tenant and such party. 22. DEFA T. If: (a) Tenant fails to pay any instalhnent of Fixed Rent or any amount of Additional Rent when due; provided, however, Landlord shall provide written notice of the failure to pay such Rent and Tenant shall have a seven (?) business day grace period from its receipt of such Landlord's notice within which to pay such Rent without creating a default hereunder. No additional notice shall be required thereafter and Landl®rd steal! be entitled to inunediately ezercise its remedies hereunder if payment is not received daring the grace period, (b) Intentionally deleted. (c) Tenant fails to bond over a construction or mechanics lien within the time period set forth in Article 11, (d) Tenant fails to observe or perform any of Tenant's other non-monetary agreements or obligations herein contained within thirty (30) days after written notice specifying the default, or the expiration of such additional time period as is reasonably necessary to cure such default, provided Tenant ittnnediately commences and thereafter proceeds with all due diligence and in good faith to cure such default, (e) Tenant makes any assignment for the benefit of creditors, 217630_9 24 (f) a petition is filed or any proceeding is commenced against Tenant or by Tenant under any federal or state banhuptcy or insolvency law and such petition or proceeding is not dismissed within sixty (60) days after notice from Landlord, (g) a receiver or other official is appointed for Tenant or for a substantial part of Tenant's assets or for TenarrYs interests in this Lease, (h) any attachment or execution of Tenant's interests in this Lease remains unstayed or undismissed for a period of more than sixty (60) days, or (i) Tenant's interest in this Lease is taken by legal process, in any action against Tenant, then, in any such event, an Event of Default shall be deemed to exist and Tenant shall be in default hereunder. If an Event of Default shall occur, the following provisions shall apply and Landlord shall have, in addition to all other rights and remedies available at law or in equity, the rights and remedies set forth therein, which rights and remedies may be exercised upon or at any time following the occurrence of an Event of Default. (a) Acceleration of Rent. By notice to Tenant, Landlord shall have the right to accelerate all Fixed Rent and all expense installments due hereunder and otherwise payable in installments over the remainder of the Term; and the amount of accelerated rent to the termination date, without further notice or demand for payment, shall be due and payable by Tenant within five (S) days after Iandtord has so notified Tenant, such amount collected from Tenant shall be discounted to present value using an interest rate of six percent (6°/a) per annum. Additional Rent which has not been included, in whole or in ~ in accelerated rent, shall be due and payable by Tenant during the remainder of the Term, in the amounts and at the times otherwise provided for in this Lease. Notwithstanding the foregoing or the application of nay rule of law based on election of remedies or otherwise, if Tenant fails to pay the accelerated rent in full when due, Landlord thereafter shall have the right by notice to Tenant, (i} to terminate Tenant's further right to possession of the Premises and (ii} to terminate this Lease under subparagraph (b) below; and if Tenant shall have paid part but not all of the accelerated rent, the portion thereof attributable to the period equivalent to the part of the Term remaining after Landlord's termination of possession or termination of this Lease shall be applied by Landlord against Tenant's obligations owing to Landlord, as determined by the applicable provisions of subparagraphs (c) and (d) below. (b) Termination of Lease. By notice to Tenant, Landlord shall have the right to terminate this Lease as of a date specified in the notice of termination and in such case, Tenant's rights, including any based on any option to renew, to the possession and use of the Premises shall end absolutely as of the termination date; and this Lease shall also terminate in all respects except for the provisions hereof regazding Landlord's damages and Tenant's liabilities arising prior to, out of and following the Event of Default and the ensuing termination. Following such termination and the notice of same provided above (as well as upon any other termination of this Lease by expiration of the Term or otherwise) Landlord immediately shall have the right to recover possession of the Premises; and to that end, Landlord may enter the Premises and take possession, without the necessity of giving Tenant any notice to quit or any other further notice, with or without legal process or proceedings, and in so doing Landlord may remove Tenant's property (including any improvements or additions to the Premises which Tenant made, unless made with Landlord's consent which expressly permitted Tenant to not remove the same upon expiration of the Term), as well as the property of others as may be in the Premises, and make disposition thereof in such manner as Landlord may deem to be commercially reasonable and necessary under the circumstances. (c) Tenant's Continuing ObligationslLandlord's Relettin>? Rishts. 217630_9 25 (i) Unless and until Landlord shall have terminated this Lease under subparagraph (b) above, Tenant shall remain fully liable and responsible to perform all of the covenants and to observe all the co~itions of this Lease throughout the remainder of the Term to the early termination date; and, in addition, Tenant shall pay to Landlord, upon demand and as Additional Rent, the total sum of all costs, losses, damages and expenses, including reasonable attorneys' fees, as Landlord incurs, directly or indirectly, because of any Event of Default having occurred. Tenant shall not be liable for any consequential or punitive damages in connection with any of its obligations under this Lease, except as a result of Tenant's failure to vacate and surrender the Premises within foriy- five days of the earlier termination or expiration of this Lease. (ii) If Landlord either terminates Tenant's right to possession without terminating this Lease or terminates this Lease and Tenant's leasehold estate as above provided, then, subject to the provisions below, Landlord shall have the unrestricted right to relet the Premises or any part(s) thereof to such tenant(s) on such provisions and for such period(s) as Landlord may deem alb. Landlord agrees, however, to use reasonable efforts to mitigate its damages, provided that Landlord shall not be liable to Tenant for its inability W mitigate damages if it shall endeavor to relet the Premises is like meaner as it offers other comparable vacant space or property available for leasing to others in the Project of which the Building is a part. If Landlord relets the Premises after such a default, the costs recovered from Tenant shall be reallocated to take imo consideration any additional rent which Landlord receives from the new tenant which is in excess to that which was owed by Tenant. (iii) Intentionally deleted. (d) Landlord's Damages. (i) The damages which Landlord shall be entitled to recover from Tenant shall be the suns of (A) all Fixed Rent and Additional Rent accrued and unpaid as of the termination date; and (B) (i) all reasonable and actual third party costs and expenses inicurred by Landlord in recovering possession of the Premises, including removal and storage of Tenant's property, and (ii) the costs and expenses of restoring the Premises to the condition in which the same were to have been surrendered by Tenant as of the expiration of the Term; and (C) all Fixed Rent and Additional Rent (to the extent that the arnount(s) of Additional Rent has been then determined) otherwise payable by Tenant over the remainder of the Term as reduced to present value. Less deducting from the total determined under subparagraphs (A), (B) and (C) all Rent and all other Additional Rent to the extent determinable as aforesaid, (to the extent that like charges would have been payable by Tenant) which Landlord receives from other tenant(s) by reason of the leasing of the Premises or part during or attributable to any period falling within the otherwise remainder of the Term. (ii) The damage sums payable by Tenant under the preceding provisions of this paragraph (d) shall be payable on demand from time to time as the amounts are determined; and if from Landlord's subsequent receipt of rent as aforesaid from reletting, there be any excess payments) by Tenant by reason of the crediting of such rent thereafter received, the excess payment(s) shall be refunded by Landlord to Tenant, without interest. (iii) Landlord may enforce and protect the rights of Landlord hereunder by a suit or suits in equity or at law for the specific performance of any covenant of agreement contained herein, and for the enforcement of any other appropriate legal or equitable remedy, including, without limitation, injunctive relief, and 217630_9 26 for recovery of consequential damages and all moneys due or to becor~ due from Tenant un~r any of the provisions of this Lease. (e) Landlord's Right to Cure. Without limiting the generality of the foregoing, if Tenant shall be in default in the perforcrraace of any of its obligations hereunder, Landlord, without being required to give Tenant any notice or opportunity to cure, may (but shall not be obligated to do so), in addition to any other rights it may have in law or in equity, cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any sums paid or costs inclured by Landlord in curing such default, including reasonable attorneys' fees and other legal expenses, together with interest at 6% per annum Rate from the dates of Landlord's incurring of costs or expenses. (f) Intentionally deleted. (g) Interest on Damage Amounts. Any sums payable by Tenant hereunder, whack are not paid after the same shall be due, after applicable notice and the expiration of any applicable cure period, shall bear interest from the day due, or the later expiration of any applicable cure period, until paid at the rate of two (2%) percent over the then Frime Rate as published daily under the heading "Money Rates" in The Wall Suet Journal, unless such rate be usurious as applied to Tenant, in which case the highest permitted legal rate shall alpply (the "Default Rate"}. (h) Landlord's and Tenant's Statutory Rights. Landlord and Tenant shall esch'have all rights and remedies now or hereafter existing at law or inequity with respect to the enforcement of the other party's obligations here~mder and, in the case of Landlord, the recovery of the Premises. No right or remedy herein conferred upon or reserved to Landlord or Tenant shall be exch~ive of any other right or remedy, but shall be crnrarlative and in addition to all other rights and remedies given hereunder or now or hereafter existing at law. Landlord and Tenant shall each be entitled to injunctive relief in case of the violation, or attempted or threatened violation, of any covenant, agreement, condition or provision of this Lease, or to a decree compelling performance of any covenant, agreement, condition or provision of this Lease. (i) Intentionally deleted. (j) No Waiver by Landlord. No delay or forbearance by Landlord in exercising any right or remedy hereunder, or Landlord's undertaking or performing any act or matter which is not expressly required to be undertaken by Landlord shall be construed, respectively, to be a waiver of Landlord's rights or to represent any agreement by Landlord to undertake or perform such act or matter thereafter. Waiver by Landlord of any breach by . Tenant of any covenant or condition herein contained (which waiver shall be effective only if so expressed in writing by Landlord) or failure by Landlord to exercise any right or remedy in respect of any such breach shall not constitute a waiver or relinquishment for the future of Landlord's right to have any such covenant or condition duly perforr~d or observed by Tenant, or of Landlord's rights arising because of any subsequent breach of any such covenant or condition nor bar any right or remedy of Landlord in respect of such breach or any subsequent breach. Landlord's receipt and acceptance of any payment from Tenant which is tendered not in conformity with the provisions of this Lease or following an Event of Default (regardless of any endorsement or notation on any check or any statement in any letter accompanying any payment) shall not operate as an accord and satisfaction or a waiver of the right of Landlord to recover any payments then owing by Tenant which are not paid in full, or act as a bar to the termination of this Lease and the recovery of the Premises because of Tenant's previous default. 23. Intentionally deleted. 24. LANDLORD'S REPRESENTATIONS AND WARRANTIES. Landlord represents and warrants to Tenant that: (a) Landlord is the owner of the Building and the 217630_9 27 Project; (b) Landlord has the authority to enter into this Lease and (c) the person executing this Lease is duly authorized to execute and deliver this Lease on behalf of Landlord. 25. SURRENDER. Tenant shall, at the expiration of the Temp, promptly quit and surnnder the Premises in good order and condition and in conformity with the applicable provisions of this Lease, excepting only reasonable wear and tear and damage by fire or other casualty. Tenant shall have no right to hold over beyond the expiration of the Term and in the event Tenant shall fail to deliver possession of the Premises as herein provided, such occupancy shall not be construed to effect or constitute otber than a tenancy at sufferance. During any period of occupancy beyond the expiration of the Term the amount of rent owed to Landlord by Tenant shall automatically become one hundred fifty percent (1509/0) the sum of the Rent as those soma are at that time calculated under the provisions of the Lease. The acceptance of rent by Landlord or the failure or delay of Landlord in notifying or evicting Tenant following the expiration or sooner ttrmination of the Term shall not create any tenancy rights in Tenant and any such payments by Tenant may be applied by Landlord against its costs and expenses, including attorney's fees, incurred by Landlord as a result of such holdover, provided, however, that except as otherwise set forth in this Lease, 'T'enant shall not be responsible for any consequential or punitive damages in connection therewith. 26. RTT[ R4 AND REGULATIONS. Tenant agrees that at all times during the terms of this Lease (as ~ may be extended) it, its employees, agents, invitees and licenses shall comply with all rules and regulations specified on wit "C" attached hereto and mods a part hereon together with all reasonable Rules and Regulations as Landlord may from time to time promulgate provided they,do not increase the financial burdens of Tenant or unreasonably restrict Tenant's rights under this Lease. Tenant's right to dispute the reasonableness of any changes in or additions to the Rules and Regulations shall be deemed waived unless asserted to Landlord within ninety (90) days after Landlord shall have given Tenant written notice of any change to the Rules and Regulations. In case of any conflict or inconsistency between the provisions of this Lease and any Rubs and Regulations, the provisions of this Lease shall control. Landlord shall have no duty or obligation to enforce any Rule and Regulation, or any tens, covenant or condition of any other lease, against any other tenant, and Landlord's failure or refusal to enforce any Rule or Regulation or any term, covenant of condition of any other lease against any other tenant shall be without liability of Landlord to Tenant. However, if Landlord does enforce Rules or Regulations, Landlord shall endeavor to enforce sarrn equally in anon-discriminatory manner. 27. c;OVERNMENTAL REGULATIONS. (a) With respect of the Premises Tenant shall at all times comply with all applicable laws, ordinances, orders, notices, rules and regulations of the federal, state and municipal governments, or any of their departments and the regulations of the insurers of the Premises, Building and/or Project, provided, however, that except to the extent resulting from Tenant's particular manner of use of the Premises (as opposed to mere use of the Prenvses for the Permitted Uses described in Article 1 ' ,Landlord shall be responsible for compliance, at Landlord's sole cost and expense, with all statutes, rules, ordinances, orders, codes and regulations, and legal requirements, and standards issued thereunder, as tbe soars maybe enacted anal amended from time to time (collectively referred to in this Lease as the "Laws"), which are applicable to all or any part of the physical condition and occupancy of the Building, the common areas (interior and exterior) thereof or additions thereto. Landlord represents and warrants that the Building and the common areas (interior and exterior) including public corridors, stairwells (but excluding men's and women's toilet rooms} and, to the best of Landlord's knowledge, all utility and cables, pipes, lines and hook-ups to the point of connection within the Premises for service to the Premises, shall be in compliance with all Laws, including, without limitation, the ADA (defined below) as of the Commencement Date. (b) Without limiting the generality of the foregoing, Tenant shall (i) obtain, at Tenant's expense, 217630_9 28 before engaging in Tenant's business or profession within the Premises, all necessary licenses and pernuts including (but not limited to) state and local business licenses or permits, and (ii) remain in compliance with and keep in full force and effect at all times all licenses, consents and permits cecessary for the lawful conduct of Tenant's business or profession at the Premises. Tenant shall pay all personal property taxes, income taxes and other taxes, assessments, duties, impositions and similar charges which are or maybe assessed, levied or i~osed upon Tenant and which, if not paid, could be liened against the Premises or against Tenant's property therein or against Tenant's leasehold estate. (c) To Landlord's knowledge, the Building and the common areas (interior and exterior) (but excluding men's and women's toilet rooms) are in compliance with all Laws as of the Lease Comet Date. Landlord shall be responsible for compliance with all applicable Laws, intruding, without limitation, Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. '12181 gt se .and its regulations, (collectively, the "ADA") (i) as to compliance of the Building and the common areas (interior and exterior), the design and construction of exterior common areas (e.g_ sidewalks and parking areas) and (ii) with respect to the initial delivery of the Premises and the design and construction by Landlord of Landlord's Work (as defined in Article 4 hereof). 28. NOTICES. (a} Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other party, such notice or demand shall be deemed to have been duly given or served if in writing and either: (i) personally served; (ii) delivered by pre-paid nationally recognized overnight courier service (eg,. Federal Express) with evidence of receipt required for delivery; (iii) forpvarded by Registered or Certified mail, return receipt requested, postage prepaid; in all such cases addressed to tlve parties at the addresses set forth in 'cle hereof. Each such notice shall be deemed to have ban given m or served upon the party to which addressed on the date the same is delivered or delivery is refused. Either party hereto may change its address to which said notice shall be delivered or mailed by giving written notice of such change to the other party hereto, as herein provided. 29. BROKERS. Landlord and Tenant each represents and warrants to tbe other that such party has had no dealings, negotiations or consultations with respect to the Premises or this transaction with any broker or finder other than the Broker identified in rtic 1 which Bmker shall be paid solely by Landlord; and that otherwise no tinker or finder called the Premises to Tena~'s attention for lease or took any part in any dealings, negotiations or consultations with respect to the Premises or this Lease. Each party agrees to indemnify and hold the other harmless from and against ail liability, cost and expense, including attorney's foes and court costs, arising out of any misrepresentation or breach of waaanty under this Article. 30. Intentionally deleted. 31. LANDLORD'S LIABILITY. Landlord's obligations hereunder shall be binding upon Landlord only for the period of time that Landlord is in ownership of the Building; and, upon termination of that ownership, Tenant, except as to any obligations which are then due and owing, shall look solely to Landlord's successor in interest in the Building for the satisfaction of each and every obligation of Landlord hereunder. Landlord shall have no personal liability under any of the terms, conditions or covenants of this Lease and Tenant shall look solely to the equity of Landlord in the Building of which the Premises form a part, including without limitation the rents, issues and profits derived therefrom and any insurance proceeds and condemnation awazds, for the satisfaction of any claim, remedy or cause of action accruing to Tenant as a result of the breach of any section of this Lease by Landlord. In addition to the foregoing, no recourse shall be had for an obligation of Landlord hereunder, or for any claim based thereon or otberwise in respect thereof, against any past, present or future trustee, member, partner, shareholder, officer, 217630_9 29 director, partner, agent or employee of Landlord, whether by virtue of any statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such other liability being expressly waived and released by Tenant with respect to the above-named individuals and entities. 32. AUTHORITY. Tenant represents and warrants that (a) Tenant is duly organized and validly existing and is legally authorized to do business in tbe Commonwealth of Pennsylvania, and (b) the persons executing. this Lease are duly authorized to execute and deliver this Lease on behalf of Tenant. 33. NO OFFER. The submission of the Lease by Landlord to Tenant for examination does not. constitute a reservation of or option for the Premises or of any other space within the Building or in other buildings owned or managed by Landlord or its affiliates. This Lease shall becotne effective as a Lease only upon the execution and legal delivery thereof by both parties hereto. 34. RENEWAL. Provided Tenant is neither in default at the time of exercise nor has Tenant ever been in default (imspective of the fact that Tenant cured such default) of any rmnetary obligitions under this Lease beyond any notice and cure period in excess of 5150,000, Tenant shall have the right to renew this Lease for one (1) term of five (5) years beyond the end of the initial Term (each, a "Renewal Term")Tenant shall furnish written notice of intent to renew six (ti) months prior to the expiration of the applicable Term, failing which, such renews! right shall be deemed waived; time being of the essence. The terms and conditions of this Lease doting each Renewal Term shall remain unchanged except that the annual Fixed Rent for each Renewal Term shall be the greater of (i) the Fixed Rent for the term expiring, and (ii) Fair Market Rent (as such term is hereinafter defined). All factors regarding Additional Rent shall remain unchanged, and no Tenant Allowance shall be included in the absence of further agreement by the parties. Anything herein contained to the contrary notwithstanding, Tenant shall have no right to renew the term hereof other than or beyond the one (1) consecutive five (5) year term hereinabove described. It shall be a condition of each such Renewal Term that Landlord and Tenant shall have executed, not less than three (3) months prior to tbe expiration of the then expiring term hereof, an appropriate amendment to this Lease, in form and content satisfactory to each of them, memorializing the extension of the term hereof for the next ensuing Renewal Term. For purposes of this Lease, "Fair Market Rent" shall mean the base rent, for comparable space, net of all free or reduced ntnt periods, work letters, cash allowances, fit-out periods and other tenant inducement concessions however denominated except as hereinafter provided. In determining tbe Fair Market Rent, Landlord, Tenant and any appraiser shall take into account applicable measurercent and the loss factors, applicable lengths of lease term, differences in size of the space demised, the location of the Building and comparable buildings, amenities in the Building and comparable buildings, the ages of the Building and comparable buildings, differences in base years or stop amounts for operating expenses and tax escalations and other factors nomtally taken into account in deternning Fair Market Rent. The Fair Market Rent shall reflect the level of improvement made or to be made by Landlord to the space and the Recognized Expenses and Taxes under this Lease. If Landlord and Tenant cannot agree on the Fair Market Rent, the Fair Market Rent shall be established by the following procedure: (1) Tenant and Landlord shall agree on a single MAI certified appraiser who shall have a minirrlum of ten (10) years experience in real estate leasing in the market in which the Premises is located, (2) Landlord amt Tenant shall each notify the other (but not the appraiser), of its determination of such Fair Market Rent and the reasons therefor, {3) during the next seven (7) days both Landlord and Tenant shall prepare a written critique of the other's determination and shall deliver it to the other party, (4) on the tenth (10th} day following delivery of the critiques to each other, Landlord's and Tenant's deterasinations and critiques (as originally submitted to the other party, with no modifications whatsoever) shall be submitted to the appraiser, who shall decide whether Landlord's or Tenant's determination of 217630 9 30 Fair Market Rent is more correct. The determinations so chosen shall be the Fair Market Rent. The appraiser shall not be empowered to choose any number other than the Landlord's or Tenant's. The fees of the appraiser shall be paid by the non-prevailing party. 35. Intentionallv deleted. 36. Intentionally deleted. 37. MISCELLANEOUS PROVISIONS. (a) Successors. The respective rights and obligations provided in this Lease shall bind and inure to the benefit of the parties hereto, their successors and assigns; Provided, however, that no rights shall ima+e to the benefit of airy successors or assigns of Tenant unless Landlord's written co>ISent for the transfer to such successor and/or assignee has first been obtained as provided in Article 12 hereof, if required thereunder. (b} Governing Law. This Lease shall be construed, governed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles relating to conflicts of law. (c) Severability. If any provisions of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall in no way be affected or impaired and such remaining provisions shall remain in full force and effect. (d) C .Marginal captions, titles or exhibits and riders and the table of contents in this Lease aze for convenience and reference only, and are in no way to be construed as defining, limit6rg or modifying the scope or intent of the various provisions of this Lease. (e) Gender. As used in this Lease, the word "person" shall mean and include, where appropriate, an individual, corporation, partnership or other entity; tbe phual shall be substituted for the singular, and the singulaz for the plural, where appropriate; and the words of any gender shall mean to include any other gender. (f) Entire A t. This Lease, including the Exhibits and any Riders hereto (which are hereby incorporated by this reference, except that in the event of any conflict between the printed portions of this Lease gad any Exhibits or Riders, the term of such Exhibits or Riders shall control), supersedes any prior discussions, proposals, negotiations and discussions between the parties and the Lease contains all the agreements, conditions, understandings, representations and warranties made between the parties hereto with respect to the subject matter hereof, and may not be modified orally or in any manner other than by an agreement is writing signed by both parties hereto or their respective successors in interest. Without in any way limiting tare generality of the foregoing, this Lease can only be extended pursuant to the terms hereof, and in Tenant's case, with the terms hereof, with the due exercise of an option (if any) contained herein pursuant to a written agreement signed by both Landlord and Tenant specifically extending the term. No negotiations, correspondence by Landlord or offers to extend the term shall be deemed an extension of the termination date for any period whatsoever. (g) Counterparts. This Lease may be executed in any number of counterparts, each of which when taken together shall be deemed to be one and the same instrument. (h) Telefax Sie_natures. The parties acknowledge aml agree that notwith~anding any law or presumption to the contrary a telefaxed signature of either party whether upon this Lease or any related document shall be deemed valid and binding and admissible by either party against the other as if sacr~e were an original ink signature. (i) Calculation of Time. In computing any period of time prescribed or allowed by any provision of this Lease, the day of the act, event or default from which the designated period of time begins to run 217630_9 31 shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday, or legal holiday. Unless otherwise provided herein, all Notices and other periods expire as of 5:00 p.m (local time in Newtown Sgnare. Pgnnsylvanial on the last day of the Notice or other period. (j) No Merger. There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the Premises or any part thereof by reason of the fact that the same. person, finm, corporation, or other legal entity may acquire or hold, directly or indirectly, this Lease of the leasehold estate and the fee estate in the Premises or any interest in such fee estate, without the prior written consent of Landlord's mortgagee. (k) Tirrbe of the Essence. TIIViE IS OF THE ESSENCE IIN ALL PROVISIONS OF THIS LEASE, INCLUDING ALL NOTICE PROVISIONS TO BE PERFORMED BY OR ON BEHALF OF TENANT. (1) Recordation of Lease. Tenant shall not record this Lease without the written consent of Landlord. (m) Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Fixed Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Fixed Rent or Additional Rent due and payable hereunder, nor shall any endorsement or statement or any check or any letter accompanying atry check or payment as Rent be deemed as accord and satisfaction. Landlord ~y aceept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other right or remedy provided for in this Lease, at law or in equity. (n) No Partnershiv. Landlord does not, in any way or for any purpose, become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant. This Lease establishes a relationship solely of that of a landlord and tenant. (o) Intentionallydeleted. (p) No Presumction Agginst Drafter. Landlord and Tenant understand, agree, and acknowledge that: (i) this Lease has been frcely negotiated by both parties; and (ii) that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease, or any of its ternos or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof. (q) Force Maieure. If by reason of strikes or other labor disputes, fire or other casualty (or reasonable delays in adjustment of insurance), accidents, orders or regulations of nay Federal, State, County or Municipal authority (unless as a result of Landlord's acts), or any other cause beyond Landlord's control, Landlord is unable to furnish or is delayed in ftunishing any utility or service required to be ftunished 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, or is unable to fulfill or is delayed in fulfilling any of Landlord's other obligations under this Lease, no such inability or delay shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Fixed Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant's business, or otherwise. if the consent, authorization or approval of either party hereto is required for the other party to take any action under this Lease (a "Required Consent"), such approval, consent or authorization shall not be unreasonably withheld, conditioned or delayed. Additionally, if any matter is required to be determined by a party in exercising its discretion, judgment, or opinion, then the same will be exercised reasonably and in good-faith by the party required to make such determination. If a party delivers a written request for the other party's Required Consent, and the other party fails to 217630_9 32 respond within the time period specifically provided by the terms of this Lease or, if no specific time period is sa provided, within ten (10) business days thereafter, then the other partyrs Required Consent shall be deemed to be given. (r) Exculpation. Notwithstanding any other terms of the Lease to the contrary, Landlord shall look only to Tenant (or a successor to Tenant) and its assets, and not to the individual partners i4 or principals oi, Tenant (or a successor to Tenant) or their assets, for the enforcement of any remedy against Tenant (or a successor to Tenant) or satisfaction of any judgment against Tenant {or a successor to Tenant) in comiection with the Lease. In this regard, none of the individual partners in, or principals of, Tenant (or a successor to Tenant} shall have any responsibility or liability for the performance by Tenant (or a successor to Tenant) of its obligations under the Lease• In addition, for purposes of tbe foregoing exculpation provision, the negative capital account of a partner in, or principal of, Tent (or a successor to Tenant) shall not be deemed an asset of Tenant (or of a successor to Tenant). (s) Move-in. Landlord shall furnish, without charge, such air-conditiolsia~g, lig~-t and power as maybe required in the Premises, elevator service, including the Building service elevator, and the services of operators for such elevators (if needed) during Tenant's move-in through the Commencement Date whfch move-in shall be subject to Landlord's reasonable rules and regulations provided to Tenant. 3S. WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS LEAS. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARII.Y MADE BY TENANT AND TENANT ACKNOWLEDGES THAT NETTf1FR LANDLORD NOR ANY PERSON ACTING ON BEHALF OF LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OP TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES THAT TT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAVER BY INDEPENDENT LEC3AL COUNSEL, SELECTED OF TTS OWN FREE WILL, AND THAT TT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. TENANT FURTHER ACKNOWLEDGES THAT TT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WATirER PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED THIS LEASE. 39. CONSENT TO JURISDICTION. Tenant bereby consents to the exclusive jurisdiction of the state courts located in Montgomery, Cumberland and Fhiladelphia County and to the federal courts located in the Eastern District of Penns~+lvania. 40. RIGHTS OF EXPANSION. (a) Building Expansion. (i) Provided Tenant is neither in default at the time of exercise nor has Tenant ever been in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this Lease beyond any notice and cure period in excess of $150,000, Landlord shall notify Tenant when space in the Building becomes available to lease ("300 Building Expansion") and Tenant shall have ten (10) days to notify Landlord whether Tenant wishes to lease space on the terms set forth in this Lease and specifically is this Article 40(a). The Fixed Rent for the 300 Building Expansion shall be equal on a per rcntable square foot basis to the then escalated Fixed Rent per rentable square foot applicable to the Suites 300, 400 and 600, subject to the same anmal percentage increases, then payable for such Suites pursuant to the terms of this Lease. Tenant shall pay Additional Rent in accordance with Article 6 and Tenant's Allocated Share with respect to such 300 Building Expansion shall be equal to the rentable square footage of such space divided by the Rentable Area of the Building, both to be determined in 217630_9 33 accordance with the provisions of this Lease. (ii) If Tenant shall timely exercise a 300 Building Expansion, Landlord shall deliver possession of such space in "AS IS" condition following the surrender of such space by the existing tenant (except that Landlord shall notify Tenant if it received any current notice of violation for such space from any governmental authority and Landlord shall be required, at its expense, to remedy such violation, and that such space shall otherwise be treated as the "Premises" subject to Landlord's obligations under this Lease, except that Landlord shall have no obligation to perform Landlord's Work with respect to a 300 Building Expansion space for Tenant's initial occupancy thereofl. (iii) From and after a commencement date of any 300 Building Expansion space, the pmvisions of this Lease shall apply to such 300 Building Expansion space, except as expressly provided in 40(a)(i) above, and that: (a) The term "Premises" shall be deemed to include the 300 Building Expansion space; (b) The Lease term with respect to the 300 Building Expansion space shall be co- temrinus with the Term of this Lease, including any renewal term, if applicable; and (c) Tenant shall be entitled to a tenant allowance of $27.00 pee square foot of the 300 Building Expansion space iiniltiplied by a fraction the numerator of which being the number ot'months remaining in the Term and the denominator being 123. Tenant shall be entitled to apply such tenant allowance to any then existing or future portion of the Premises (whether within the Building or the Other Building) in addition to the 300 Building Expansion space and up to $5.00 thereof for the purchase of furniture, fixtures or equipment or for costs incidental to Tenant's move or use of such additional space or such other space that may be leased at such time or thereafter by Tenant (b) Other Buildings Expansion (i) Provided Tenant is neither in default at the time of exercise nor has Tenant ever been in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this Lease beyond any notice and cure period in excess of $150,000 (and subject to the expansion and or renewal options existing as of the date hereof of other tenants within the Other Buildings), Landlord shall notify Tenant with regard to space in excess of 10,000 rentable square feet that Landlord expects to become vacant and available for lease 150 Corporate Center Drive or 200 Corporate Center Drive ("Other Buildings"), and Landlord shall propose to Tenant the basic economic terms (inchuding, without limitatioq renewal and/or expansion options, as applicable) upon which Landlord would be prepared to entertain the ~gotiation of an amendment to Lease for a term which would be coterminous with this Lease unless otherwise specified by Landlord, such economic terms shall include the estimated date that the space shall be available far delivery, the Fixed Rent and the tenant allowance (if suy) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord's delivery of such notice within which to accept such terms, time being of tbe essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease, or an amendment to this Lease, to memorialize their agreement. (ii) In the absence of any further agreement by the parties, such additional spade shall be delivered in "AS -IS" condition (except that Landlord shall notify Tenant if it trceived any current notice of violation for such space from any governmental authority and Landlord shall be required, at its expense, to remedy such violation, and that such space shall otherwise be treated as the "Premises" subject to Landlord's obligations under this Lease, except that Landlord shall have no obligation to perform Landlord's Work with respect to such additional space for Tenant's initial occupancy thereof). 217630_9 34 (iii) Tenant shall be entitled to a tenant allowance of $27.00 per square foot of the such additional space in the Other Building multiplied by a fraction the numerator of which being the number of months remaining in the Term and the denominator being 123. Tenant shall be entitled to apply such tenant allowance to any then existing or future portion of the Premises (whether within the Building or the Other Buildings) in addition to such additional space and up to $5.00 thereof for the purchase of furniture, fixtiues or equipment or for costs incidental to Tenant's move or use of such additional space or such other space that may be leased at such time or thereafter by Tenant. Rent for such additional space shall continence on that date which is the earlier af: (x) TenaM's occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Ter~nt free of other tenants and occupants. If Tenant shall not accept landlord's terms within such fiReen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory ruw lease or lease amendnpeat withhin ninety (90) days next following Landlord's original notice under this Article 40, then Tenant's rights to lease such mace shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. (iv) Anything herein contained to the contrary notwithstanding, Landlord any at any time modify or extend any existing or future tenant lease, or chooae to use any space that is or about to became vacant within the Other Buildings for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. 41. R F STRICTIONS ON CERTAIN TENAN'.LS. With respect to those entities listed a~n Exhibit "E",each of which Tenent has represented to Landlord as being a material competitor of Tenant, Landlord agrees not bo lease space in the Building to any such entity or to consent to any sublease or asaignrnent of an existing lease is the Buildmg to any such entity, subject in all cases to the rights of tenants under existing leases. 42. SATELLTfE DISH/ROOF RIGHTS. So long as it (i) does not materially adversely'.impact or in any way violate Landlord's roof warranty and (ii) complies with all applicable laws, rules and regulations, Tenant, at Tenant's sole cost and expense, shall have access to the roof of the Building in designated areas mutually agreed upon for the purpose of installation of microwave satellite, antenna and other communications devices or supplemental HVAC units (the "Roof Equipment'. Notwithstanding the foregoing, all such Roof Equipment shall be for the sole benefit of Tenant and Landlord, shall relate specifically to Tenant's use of the Preavses, and shall not be used as a switching station, amplification station or by other tenants or third parties. Tenant shall make a request for approval of the Roof Equipment hereunder by aubmission of specific phu~s and specifications for the work to be performed by Tenant. Landlord shall respond in writing within fifteen (15) business days from receipt of the same, advising Tenant of approved contractors a~ those portions of the work that are acceptable and disapproving those portions of the work that are, is Landlord's judgment, reasonably exercised, unacceptable and with respect to the plans, specifying in detail the nature of Landlord's objection. Tenant shall be solely responsible for all damages caused by its Roof Equipment, for the removal of all Roof Equipment and the restoration of the roof upon the expiration or early termination of this Lease unless directed in writing by Landlord otherwise. Landlord shall be named as an additional insured on all Tenant insurance relating to the Roof Equipment. All installation, repair, replacernent and modification of the Roof Equipa;eat shall be coordinated with Landlord, shall only use those approved contractors and shall be in accordance with the Rules and Regulations set forth herein. Landlord shall not be entitled to any rent or otber compensation for allowing Tenant to install or use the Roof Equipment. 217630 9 35 IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. WITNESS: ~,T~n o ~_ ATTEST: LANDLORD: BRANDYWINE CENTRAL, L.P. By: Brandywine F.C., L.P., its general partner By: Brandywine F.C., L.L.C., its geaeral pa .~ By: - hilip M. Schenkel Vice President TENANT: DELO & TOUCHE USA LLP ~N 7~'~ ~ By: N ichael cMahon Title: Chief Procurement Officer 217630_9 36 EXHIBIT "A" SPACE PLAN See attached (_ pages) 217b30 9 EXHIBIT A-1 Work Letter Agreement THIS WORK LETTER AGREEMENT is entered into as of the date of the "Lease" described is Recital Paragraph A below, by and between BRANDYWIlVE CENTRAL, L.P. ("Landlord") and DELOTTTE & TOUCHE USA LLP ('"Tenant"). RECITALS: A. Concurrently with the execution of this Work Letter Agreement, Landloa~d and Tenant have entered into a lease (the "Lease") covering certain premises (the "Premises") in the building having an address of 300 Corporate Center Drive, Camp Hill, PA 17011 more particularly described in Exlubit "A" attached to the Lease. Terms used hereut and not otherwise defined herein shall have the meanings ascn'bed to them in the Lease. This Work Letter Agreement is hereby made a part of the Lease. B. In order to induce Tenant to enter into the Lease (which is hereby incorporated by reference to the extent that the provisions of this Work Letter Agreement may apply thereto) and in consideration of the mutual covenants hereinafter contained, l-andlord and Tenant hereby agree as follows: 1. Landlord's Work. (a) Base Building. Landlord, at its sole cost and expense, shall constructor, ifaheady completed prior to execution of the Lease, provide a completely finished building (the "Base Building"), excluding irrtetior finishing of tenant space but inchtding the following, without limitation, in accordance with plans and specifications reasonably satisfactory to Tenant: (i) InstalUprovide sixth (6"') floor elevator lobby and multi-tenant corridor to building standard design. {ii) Install necessary demising walls within sixth floor premises as depicted on Tenant's Space Plan annexed hereto as schedule A. (iv) All connnon areas on Tenant's floor(s) inchuding stairwells and elevators (including call buttons, etc.) (but excluding men's and women's toilet rooms) aze to be in full compliance with the requirements of the Americans with Disabilities Act of 1990, as it may have. been amended as of the date of such work. (v) Valve off the existing condenscr water pump on the sixth (6`~ floor and provide a spool piece (5-inch condenser water pipe, approximately 3 to 4 feet long) where the back up pump was removed on the building supplemental cooling system. (vi) Tenant access to supplemental electrical power capacity. Tenant shall also have the right to install and operate its own errrergency generator in a location to be provided by Landlord outside the Premises, subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. (vii) Landlord to provide sufficient points for connection for Tenant's business type occupancy/classification for atl Code required initiating, monitoring and indicating fire alarm devices. Tenant shall be entitled to install apre-action system (viii) Telephone and telecoa~mnmications raceway path including four 4" dedicated floor sleeves per floor from the main terminal boxes in the basement of the Building (i.e., point of entry) to the 217630 9 i telephone closets on Tenant's floor(s). On non-Tenant floors, Landlord shall allow Tenant to install a full conduit raceway from floor to slab above to ensure the proper security of the riser cables. (ix) The Base Building shall be constructed in compliance with all applicable codes, rules, regulations, laws and ordinances of all governing bodies having jurisdiction, and all materials and equipment incorporated into the Base Building shall be of first-class quality and in fully operational condition. (x) Window blinds, including hardware and related pocket details, shall be provided for all perimeter windows throughout the premises in a "fully functional and operational" condition. Existing blinds that are damaged or missing shall be repaired and/or replaced. (xi) All existing tenant improvements within the Premises shall be turned over to Tenant for the completion of the Tenant's Improvements in a broom clean condition, free of all debris, farrutute and equipment. (xii) All existing low voltage cabling or telephone wire shall be removed, including that within the telephone closet (exclusive of operational risers). (xiii) All existing services, systems, conduits, pipes, risers to remain shall, be identified and tagged. (xiv) All core toilet rooms shall be to a standard commensurate with a Glass "A" building, including, without limitation, fixtures, replacement of all broken and cracked tiles (on the walls and floors), mirrors, hardware, partitions, ceiling and lighting to be installed. {xv) Landlord shall provide sufficient connection points per floor for Tenant to tie into the Building's Life Safety System All fire and safety systems, including alarms, speakers, comnnrnications, etc. required by code are to be in full service and available on Tenants floors. Landlord shall provide a riser with sufficient power for all speakers and strobes required by laws, including ADA. Landlord shall install speakers and strobes in the core lavatories. Additionally, Landlord aclmowledges that Tenant shall have the right to install at Tenant's cost access card readers in stairwells and elevators servicing the Premises. . (xvi) All existing exposed piping shall be enclosed and insulated as required to meet Code. (b) Ad~ttional Landlord's Work. Any additional Landlord's work provided for in the Lease (which, together with tbe Base Building work, is sometimes referred to herein as the "Landlord's Work") shall be performed by Landlord in a good and workmanlike manner, in compliance with all Laws, and in a rnanner so as not to interfere with Tenant's construction of the Tenant's Improvements. Landlord and Tenant shall cooperate with each other and coordinate with respect to scheduling and coordination with other tenants of the building, to the extent necessary, so that Tenant's construction of the Tenant's Imdnoverr~nts may proceed unhindered. Landlord shall indemnify Tenant against any damage, to the Tenant's Improvements or otherwise, acrd any injury that maybe caused by the Landlord's performance of the Landlord's Work and against any claims or liabilities arising therefinat, including but not limited to costs and reasonable attorneys' fees. Tenant shall indemnify Landlord against any damage, to Landlord's Work or otherwise, and any injury that may be caused by the Tena~'s performance of the Tenant's Improvements and against any claims or liabilities arising therefrom, including but not limited to costs and reasonable attorneys' fees. (c) Bhp Ruildin¢ Reouirements. In addition to Landlord's Work Landlord represents that the following standards (the "Base Building Requirements") are currenfly met with respect to the Building ~d the Frernises and shall be met on the day of Landlord's delivery of the Premises to Tenant: 217630 9 (i) Condenser water with the capacity to provide up to 40 tons of 24-hour, 7-day cooling. (ii) Base Building air-conditioning, with the capacity to provide up to 6 watts per square foot of cooling. (iii) All life safety, life support and security systems are in full compliance with applicable laws and code(s). Emergency and egress lighting shall be powered by battery or life safety generator. (iv) Mechanical equipment rooms complete with air handling equipment and duct work. (v) Electrical closets with high voltage panelboazds and transformers. (vi) Finished elevators and public stairwells on each floor. (vii) Wetstacks, drinking fountains, a sprinkler system riser, main and loop piping, and sprinkler head drops. (viii) All of the Premises shall be in compliance with all requirements of governmental authorities and have a pemlanent Certificate of Qccupancy issued and outstanding therefor. (ix) All asbestos, asbestos containing materials and other hazardous materials shall be removed from (i) any and all areas of the Premises, (ii) the toilets, telephone, electric and other service closets and common areas, and (iii) all shafts, mechanical rooms and other areas in which Tenant will be performing work. All such areas shall be re-fireproofed as required by code and good construction practice. Landla~rd shall deliver an ACP-5 Certificate for each portion of the Premises. All asbestos removal shall be performed by a licensed asbestos removal company. (x) The existing floor, core wall and other existing penetrations shall be properly repaired as required by code. (xi) The perimeter convector heating units shall be fully functional and operational. The perimeter convector enclosures aze to be repaired as necessary to be ready to receive Tenant finishes. (xii) All perimeter windows shall be sealed and in weathertight condition, with any broken glass replaced. (xiii) Landlord shall provide complete and fully functional base building fire protection infrastructure with sufficient sprinkler capacity and reserve, including a valved outlet on each floor, to enable Tenant to install a code compliant sprinkler system throughout the Premises. (xiv) All public areas, elevators, call buttons, indicator lights, toilets, core doors, fire pull stations, wazden stations, etc. shall be fully functional code and ADA compliant. (xv) Landlord shall provide electrical service to the electric closets on each floor of the premises in an aunt at least equal to the seven ('n watts per rentable square foot of demand load at all tirrus, including all distribution risers, taps, disconnects, transforners, pads and submeters Upon notice from Tenant to Landlord during the term of the Lease that the Premises and/or the Building were not initially delivered to Tenant delivered in compliance with any of the Base Building Requirements, Landlord shall promptly undertake such work as shall be necessary to cause the Building and/or the Premises, as applicable, to 217630_9 111 meet such Base Building Requirements. 2. Cor~letion of Premises. (a) Tenon s Space Plan. Tenant shall have the right to use architects and engineers of Tenant's choice to prepare the drawings, plans and specifications for any and all Tenant's Irnprovemcnts (as hereinafter defined). Tenant's space plan (the "Space Plan") is annexed hereto as Schedule A and is hereby approved by Landlord. Additionally, Tenant shall lie entitled to install a supplemental split system condenser unit on the first floor of the Building to service Tenant's LAN room located outside of the Premises in tbe approximate located shown on Schedule B annexed hereto. (b) Plans. Upon approval of the Space Plan by Landlord, Tenant shall cause its architects and engineers to prepare and submit to Landlord for written approval (such approval not to be unreasonably withheld, conditioned or delayed) detailed plans, specifications and working drawings (the "Plans") for the construction of Tenant's Improvements (as bereinafter defined) to the Premises. Landlord shall, within fifteen (15} days after receipt of the Plans, either (i) approve the Plans, or (ii) disapprove the Plans and return tbe same to Tenant with detailed comments and requested revisions. Landlord's failure to respond within such fifteen (15) day period to be a val of the Plans. If Landlord disapproves the Plans, Tenant shall subant revised Plans to Landlord, and Landlord shall approve or disapprove the revis ~ Ye ~ ~ of tbe thereof. Landlord's failure to respond within such five (S) business day period shall be deemed appro revised Plans. After approval of the Plans by Landlord, Tenant shall have the right to make minor altehations to the Plans (i.e., alterations to the layout which do not affect the Building systems or any building permits) without the consent or approval of T.andlorci, but no material changes to the Plans shall be made without the prior writt°n approval of the Landlord (such approval not to be,mreaaonably withheld, conditioned or delayed). Landlord shall obtain, of has obtained, all permits and approvals that are necessary to con~nict and occupy the Base Building, including but not limited to a certificate of occupancy fair the Base Building. Tenant shall obtain all pttmits and approvals that are necessary to construct Tenant's Improvements (as hereinafter defined) and W occupy tbe Premises. Landlord shall cooperate as necessary in the permitting process. As used berein, the term "Tenant's Iiaipmvements" shall include all work to be done in the Premises at Tenant's cost pursuant to the Plans including, but not limited to: demolition work, partitioning, doors, ceiling, floor covering, wall finishes (including paint and wall coverings), window coverings, electrical (including lighting, switching, telephone, outlets, computer and special electrical equipment, etc.), plumbing, heating, ventilating and air conditioning, fire protection, cabinets and other millwork and, at the installation of one unisex toilet room on each floor of the Premses in the location shown on Tenant's Space PIan annexed hereto as Schedule A. (c) No Charge by Landlord. Landlord shall make no charge to Tenant for atry consultants' fees incurred by Landlord in connection with the review and approval of the Space Plan and all other plans, specifications and drawings for Tenant's Improvements, nor in connection with the inspection and approval of Tenant's Improvements; nor shall Landlord charge any supervision fee in connection with the Tenant's Improvements. Landlord's review of tbe Space Plan and all other plans, specifications and drawings for Tenatt's Improvements shall be limited to the effect of Tenant's Improvements on the Base Buildmg systems; and Landlord shall only disapprove same for reasonable and material reasons in connection therewith. (d) Representatives. Landlord hereby appoints Mark Christine, Brandywine Realty Trust ("Landlord's Representative") to act as Landlord's Representative in all matters covered by this Workletter. The address of Landlord's representative is 150 Corporate Center Drive, Camp Hill, Pennsylvania. Tenant hereby appoints Thomas J. Fioretti, ("Tenant's Representative") to act as Tenant's Representative in all matters covered by this Workletter. The address of Tenant's representative is c/o Fioretti Associates, hie., 200 West Adams, Suite 430, Chicago, IL 60606, his telephone number is 312.739.9700 and his thcsimile is 312.264.0359.. All inquiries, requests, instructions, authorizations and other conununications with respect to the matters covered by this Workletter will be made to Landlord's Representative or Tenant's Representative, as the case maybe. Either party may change its Representative under this Workletter at any time by giving ten (10) days written notice to the other party. 217630_9 1V (e) Construction. Tenant shall have the right to use a general contractor and subcontractors of Tenant's choice for the constmction of Tenant's Improvements subject to Landlord's approval which shall not be unreasonably withheld, conditioned or delayed. Landlord hereby gives its convent to Tenant to use either (i) Allied Building Corporation of Center Valley, PA, (ii) Real Services, hoc. of York, PA or (iii) Novinger's Inc. of Middletown, PA as its general contractor. Landlord shall provide access to the Premises for the general contractor and subcontractors. Tenant will cause the Tenant's Improvements to be constructed at its cost and expense, subject to the Tenant Allowance (as hereinafter defined), in substantial accordance with the Plans and is accordance with all applicable legal requirements. Tenant shall cause its general contractor and subcontractors to comply with Contractor's Guidelines annexed hereto as E it (fj iTtLties and Services dories Construc~o~i- Landlord shall fiunish at no charge to the Tenant for use by Tenant's contractors and subcontractors in connection anth the c~nstnrchon of Tenant's Improvements, water, electricity, heating, ventilation and air conditioning to the Premises, access to lording docks, and priority freight elevator service to the Premises. Tenant's contractors, sub-contractors, architects and engineers shall receive free parking and provide a reasonably accessible location for Tenant's rubbish dumpster during the move-in and construction periods. (g) owance. (i) Landlord shall provide an allowance for completion of all space planning, design, architectural and engineering services, permits and other fees, including any expeditor, if necessary, construction of Tenant's Improvements in accordance with the approved Plans, including the cost of Lbor and materials, and the cost of built-in and movable furnit<tre and corr~uter and telephone equipaunt and rastallati°n, and any other costs incurred by Tenant in connection with Tenant's preparati©n for its use and occupancy of the Preauses, in the amount of twenty seven dollars ($27.00) per rentable square foot of the Premises (the' "Talent Allowance"). The Tenaut Allowance shall be paid to Tenant or, at Tenant's option, to the order of Tenant's general contractor, in periodic disbursements within thirty (30) days after receipt of the following documentation: (i) an application for payment and statement of contractor substantially in the form of AIA Dociunent G-702 covering all work for which disbursement is to be made; (ii) appropriate contractor's waivers of liens with respect to tbe Tenant's Improvements for which disbursement has previously been made; (iii) a request to disburse from Tenant containing an approval by Tenarrt of the work done, provided; however, that with respect to fees and expenses of the architect or engineer, sob costs, or any other preconstruction items for which the payment scheme set forth iri rearms (i) through (iii), above, is not applicable (collectively, the "Non-Construction Allowance Items', Tenant shall only be required to deliver to Landlord reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items. Upon completion of the Tenant's Improvements, and prior to final disbursement of the Tenant Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect's completion affidavits, (2) full and final waivers of lien, (3) receipted bills or other reasonable evidence covering all labor and materials expended and used, (4) the certification of Tenant's architect that the Tenant's Improvements have been installed in a goad and workmanlike manner substantially in accordance with the Plans, and in accordance with applicable laws, codes and ordinances, and (5) any applicable "close-out" manuals in connection with Tenant's Improvements. If the cost of Tenant's Impmverrarnts exceeds the Tenant Allowance, Tenant shall be responsrble for any cost for the Tenant's Improvements above the amount of the Tenant Allowance. Tenant shall also be entitled to use and apply the Tenant Allowance in the manner set forth in action 4 of the Lease. (ii) In addition to Tenant's remedies provided for in the Lease and arty remedies available to Tenant at law or in equity, should Landlord fail to pay when due any portion of the Tenant Allowance which Landlord is obligated to pay, Tenant shall have the right to deduct such sums plus interest at the Default Rate from the date payment should have been made on the unpaid amount until the date of snch deduction, firm the next due installment(s) of Base Rent and Additional Rent and each subsequent installment of Base R.ental'and Additional Base Rental, until Tenant is fully reimbursed therefor. (h) t?rtentionally deleted. 217630 9 V Si__g_ns. Landlord shall provide the signage set forth in Section 8(a) of the Lease. q Conflicts and Conformity With Lease. Any rights and obligations of Landlord and Tenant relative to any matter not stated in this Workletter shall be governed by the Lease. If there shall be any conflict between this Worklettcr and the Lease, the provisions of this Workletter shall prevail. As used herein, all capitalized tera~a not defined herein shall have the same meaning as defined in the Lease. Landlord: BRANDYWINE CENTERAL, L.P. By: Brandywine F.C., L.P., its general partner By: Brandywine F.C., L.L.C. its general partner /~/. / N LU0l~8a Title: -114d Tenant: DELOITTE & TOUCHE USA LLP 7,>` K By: Name: M Title: Chief Procurement Officer 217630_9 vi ~~ "` OsEr TECH su~oRr OFFICE . ' WriR00M STOR. TECH SfORACE r~ -, ~ Ot"~rw o~ ~ r! 4 DELOITTE CAMP HILL FIRST FLOOR LEASE EXHIBIT N_T.S. cO 0 0 N to N W Z -~ J _J ~ m d ~ _ U W W ~ W~N¢¢Z O~J J W ~ V Y d i a v DELOITTE CAMP HILL FOURTH FLOOR LEASE EXHIBIT N.T.S. ~e~~=-~--~% C ~ M M e ^ ~N't4 JUNE 7, 2006 OELOITTE CAMP HILL SIXTH FLOOR LEASE EXHIBIT N.T.S. COt~r~Or ~1 ~tc~ JUNE 7, 2006 Ifs ly,:l C fYCwft~Nit stgr3, ,'~ "~T `4 . s ~:,R ~. P/f lSb. ~. ~1 r ~ `-1 iu~fc„Anok f ~~i: PAMq~Jtooa-. ~W~iCN's L CKCR F ~~ Q ' °4 AOY2.9y ~~ ~~ ~--~ o.-- • ' ~ ~~~ TECM SUPPORT ~/'~' ~, }j~4F,~1QdkiJ MA0..ROOM STOR. OFFICE TECH STORAGE /-1 1/Y i~. N:l' ~ MAI~ROOu ~~ ~~ PAMKY ~ ~~ Y FACgJTY ~~~ f 5TORACE v ~ N t E TRAINING " LosET ~jcd~rncsk dPuw . ~; ; <WjPIN. /"; LLt~ 81cAi; RPyw - ; Hicvw.~k ' ~~~~ .. .. ,_ ,~+-,`ii' a:~, ._,. .. ,. ,.tom `~.. rl . DELOITTE CAMP HILL FIRST FLOOR LEASE EXHIBIT N.T.S. JUNE 7, 2006 'STN 9002 'SZ 3Nnr 1181HX3 3St/3~ 2JOOld 4211H1 ~IIH dWtl~ 3ll10~3a DELOITTE CAMP HILL FOURTH FLOOR LEASE EXHIBIT JUNE 7, 2006 N.T.S. m r(np ~~~ zm=rn ~=0~ ~~~ -~ _ r c z m V N O O O~ Crhrrl~de R ej Work Letter A¢reement Supplemental HVAC See attached (I page). 217630_5 Schedule B to Work Letter Agreement Supplemental HVAC See attached (1 page). 217630_9 viii 1 1 I { I I I { q ---------------J 1/1S"=1' .: ~ Qk) ' t ~ 4 ... 1 1 1 t 1 I 1 i { I 1 1 1 ~. ~ I 1 I 1 I f 1 I I arr I FIRST FLOOR EXISTING COt~pi?IONS Schedule C to Work Letter A~eement Contractor guidelines The following is a list of some requirements that all contractors are to follow when working at your building. All permits and prints aze to be submitted for approval to Brandywine Realty Trust at the Property Management Office prior to starting work. 1. All contractors aze required to closely coordinate their work with the Property Management office in order to minimize disruption of normal building operations, including tenant activities and visitor traffic. 2. Building Permit issued by East Pennsboro Township. 3. Contractors} to provide Insurance Certificate(s) and Lien Waiver(s) as instructed by Property Management or construction contract. 4. Submittals for all equipment, fixtures and devices for all trades. 5. A schedule stating dates for commencement and completion of construction and working hours. 6. Requirements for access to the building before and after normal business hours shall be prearranged with the Property Management office. 7. Each contractor shall submit a list of its subcontractors for all trades. 8. All requirements for after-hours I-iVAC service are to be approved by the Property Management office. 9. All smoke detectors in and adjacent to the work azea are to be protected by contractor while work is being conducted. All fire alarms transmitted due to negligence of the contractor will be contractor's responsibility, including fines, if imposed by the municipality. 10. The Property Management office must approve all proposed additions to the fire protection and fire alarm systems. Deactivation of the fire protection and fire alarm systems will be coordinated with the Property Management office prior to the start of work each day. Reactivation of the fire protection systems will be coordinated with the Property Management office and shall occur not later than 4:30 PM daily. 217630_9 ix 11. Cleanup of work azea is to be performed by contractor at the end of each workday, including loading dock area and freight elevator. All refuse is to be removed by the contractor. A location for a dumpster will be assigned. Contractor shall be responsible for any damage to parking lots and landscaped areas caused by placement and removal of dumpster. No construction refuse is to be put in the building compactor. 12. No fla>YUnables or hazardous materials are to be used or stored without approval from the Properly Management office. 13. The designated parking area for all service personnel will be located at the dock area (North Side of the properly). Absolutely no pazking will be permitted at the second floor entrance. 14. Contractor shall be responsible for all damage to the premises and its equipment, including clean up. 15. Contractors shall coordinate the scheduling and timing of all work involving excessive noise and vibration with the Property Management office so as to minimize disruption of tenant operations at the building. Radio volume will be controlled so as not to be heard beyond the confines of the work azea. 16. Contractors, employees and material suppliers shall adhere to the building's "No Smoking" policy. 17. All deliveries of materials must be done at the dock. No Exceptions. Deliveries are not permitted at the second floor entrance. 217630_9 x EXHIBIT "B" Tenant: Premises: Square Footage: Suite Number: CONFIRMATION OF LEASE TERM THIS MEMORANDUM is made as of the _ day of , 2006, between BRANDYWINE CENTRAL, L.P., a Pennsylvania Limited partnership], with an office at 401 Plymouth Road, Suite 500, Plymouth Meeting, PA 19462 ("Landlord") and DELOITTE & TOUCHE USA LLP, having an office at ("Tenant"), who entered into a lased dated for reference purposes as of _, 200 ,covering certain premises located at 300 Corporate Ceder Drive, Camp Hill, PA. All capitalized berms, if not defined herein, shall be defined as they aze defined is the Lease. 1. The Parties to this Memorandum hereby agree that the date of , 200_ is the "Commencement Date" of the Term, that the date , 200_ is the Rent Commencement Date and the date is the expiration date of the Lease. 2. Tenant hereby confirms the following: (a) That it has accepted possession of the Premises pursuant to the taring of the Lease; (b) That the improvements, including the Landlord Work, required to be fiunished according to the Lease by Landlord have been fully completed; (c) Excluding latent defects, if any, and otherwise to the ]mowledge of the parties, without duty of inquiry, there is no default by Landlord or Tenant under the Lease. The Lease is in fall force and effect. Tenant waives no rights as to latent defects or other conditions with respect to the Preauses of which Tenant, without duty of inquiry, has no knowledge. 2. Landlord hereby confirms to Tenant that its Building Number is and its Lease Number is . This information must accompany each Rent check or wire payment. 3. Tenant's Notice Address is: Tenant's Billing Address is: Attn: Phone No.: Fax No.: E-mail: Attn: Phone No.: Fax No.: E-mail: 4. This Memorandum, each and all of the provisions hereof, shall inure to the benefit, or bind, as the case may require, the parties hereto, aad their respective successors and assigns, subject to the restrictions upon assignment and subletting contained in the Lease. 217630_9. WITNESS: LANDLORD: BRANDYWINE CENTRAL, L.P. By: Brandywine F.C., L.P., its general partner By: Brandywine F.C., L.L.C., its general partner By: Philip M. Schenkel Vice President ATTEST: TENANT: DELOTTTE 8c TOUCHE USA LLP By:_ Name: Name: Title: Secretary Title: 217630_9 EXHIBIT "C" BUILDING RULES AND REGULATIONS LAST REVISION: MARCH 14.2002 Landlord reserves the right to rescind any of these rules and make such other and further rules and regulations as in the judgment of Landlord shall from tirne to time be needed for the safety, protection, care and cleanliness of the Project, the operations thereof, the preservation of good order therein and the protection and comfort of its tenants, their agents, employees and invitees, which rules when made and notice thereof givar to Tenant shall be binding upon him, her or it in a like manner as if originally prescn'bed. 1. Sidewalks, entrances, passages, elevators, vestibules, stairways, corridors, halls, lobby and any other part of the Building shall not be obstructed or encumbered by any Tenant or used for any purpose other than ingress or egress to and from each tenant's premises. La~lord shall have the right to control and operate the common portions of the Building and exterior facilities furnished for common use of the tenants (such as the eating, smoking, and parking areas) in such a manner as Landlord deem appropriate. 2. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. All drapes, or window blinds, must be of a quality, type and design, color and attached in a manner approved by Landlord. 3. No showcases or other articles shall be put in front of or affixed to any part of the exterior ofthe Building, orplaced in hallways or vestibules without prior written consent of Landlord. 4. Rest rooms and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed and no debris, rubbish, rags or other substances shall be thrown therein. Only standard toilet tissue maybe flushed in commodes. All damage resulting from any misuse of dress fixhrres shall be the responsibility of the tenant who, or whose employees, agents, visitors, clients, or licensees shall have caused same. 5. No tenant, without tbe prior consent of Landlord, shall mazk, paint, drill into, bore, cut or string wires or in any way deface any part of the Premises or the Building of which they form a part except for the reasonable hanging of decorative or instructional materials on the walls of the Premises. 6. Tenants shall not construct or maintain, use or operate in any part of the project any electrical device, wiring or other appazatus in connection with a loud speaker system or other sound/commmiaation system which may be heard outside the Premises. Any such communication system to be installed within the Premises shall require prior written approval of Landlord. 7. No mopeds, skateboards, scooters or other vehicles and no animals, birds or other pets of any kind shall be brought into or kept in or about the Building. 8. No tenant shall cause or permit any unusual or objectionable odors to be produced upon or permeate from its premises. 9. No space in the Building shall be used for the manufacture of goods for sale in the ordinary course of business, or for sale at auction of merchandise, goods or property of any kind. 10. No tenant, or employees of tenant, shall make any unseemly or disturbing noises or disturb or interfere with the occupants of this or neighboring buildings or residences by voice, musical instrument, radio, talking machines, whistling, singing, or in any way. All passage through the Buildmg's hallways, elevators, and 217630_9 main lobby shall be conducted in a quiet, business-like manner. Rollerblading and Rollerskating shall not be permitted in the Building or in the common areas of the Project. 11. No tenant shall throw anything out of the doors, windows, or down corridors or stairs of the Building. 12. Tenant shall not place, install or operate on the Premises or in any part of the Project, any engine, stove or machinery or conduct mechanical operations or cook thereon or therein (except for coffee machine, microwave oveq toasters and/or vending machine), or place or use in or about the Premises ar Project any explosives, gasoline, kerosene oil, acids, caustics or any other flammable, explosive, or hazardous material without prior written consent of Landlord. I3. No smoking is permitted in the Building, including but not limited to the Premises, rest rooms, hallways, elevators, stairs, lobby, exit and entrances vestibules, sidewalks, pazking lot azea except for the designated exterior smoking area. All cigarem ashes and butts are to be deposited in the containers provided for same, and not disposed of on sidewalks, parking lot azeas, or toilets within tbe Building rest rooms. 14. Tenants are not to install any additional locks or bolts of any kind upon any door or window of the Building without prior written consent of Landlord. Each tenant must, upon the termination of tenancy, return to the Landlord all keys for the Premises, either furnished to or otherwise procured by such tenant, and all security access cazds to the Building. 15. A11 doors to hallways and corridors shall be kept closed during business hours except as they maybe used for ingress or egress. 16. Tenant shall not use the name of the Building, Landlord or Landlord's Agent is arty gray in c©nnection with his business except as the address thereof. 17. Tenants must be responsible for all Security Access cazds issued to them, and to secure the return of same from any employee terminating employment with them Lost cards shall cost $35.00 per card to replace. No person/company other than Building tenants and/or their employees may have Security Access cards unless Landlord grants prior written approval. 18. All deliveries by vendors, couriers, clients, employees or visitors to the Building which involve the use of a hand cart, hand truck, or other heavy equipment or device must be made via the Freight Elevator. Tenant shaA be responsible to Landlord for any loss or damage resulting from any deliveries made by or for tenant to the Building. Tenant shall procure and deliver a certificate of insurance from tenant's movers which certificate shall name Landlord as an additional insured. 19. Landlord reserves the right to inspect all freight to be brought into the Building, and to exclude from the Building all freight or other material which violates any of these rules and regulations. 20. Subject to Article 10 of the Lease, Tenant will refer all contractors, contractor's representatives and installation technicians, rendering arty service on or to the premises for tenant, to Landlord fpr Landlord's approval and supervision before performance of any contractual service or access to Building. This provision shall apply to all work performed in the Building inchrding installation of telephones, telegraph equipment, electrical devices and attachments and installations of any nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any other physical portion of the Building. Landlord reserves right to require that all agents of contractorsJvendors sign in and out of the Building. 2I . Landlord reserves the right to exclude from the Building at all times any person who is not kaown or does not properly identify himself to Landlord's management or security personnel. 217630_9 22. Landlord may require, at its sole option, all persons entering the Building after 6 PM or before 7 AM, Monday through Friday and at any time on Holidays, Saturdays and Sundays, to register at the time they enter and at the time they leave the Building. 23. No space within the Building, or in the common areas such as the parking lot, maybe used at any time for the purpose of lodging, sleeping, or for any immoral or illegal purposes. 24. No employees or invitees of tenant shall use the hallways, stairs, lobby, or other common areas of the Building 83 lounging areas during "breaks" or during lunch periods. 25. No canvassing, soliciting or peddling is permitted in the Building or its common areas by tenants, their employees, or other persons. 26. No mats, trash, or other objects shall be placed in the public corridors, hallways, stairs, or other common areas of the Building. 27. Tenant must place all recyclable items of cans, bottles, plastic and office recyclable paper in appropriate containers provided by Landlord in each tenant's space. Removal of these recyclable items will be by Landlord's janitorial personnel. 28. Landlord does not maintain suite finishes which are non-standard, such as kitchens, bathrooms, wallpaper, special lights, etc. 29. Drapes installed by tenant, which are visible from the exterior of the Building, must be cleaned by Tenant, at its own expense, at least once a yeaz. 30. No pictures, signage, advertising, decals, banners, etc. are permitted to be placed in or on windows in such a manner as they aze visible from the exterior, without the prior written consent of Landlord. 31. Tenant or tenant's employees aze prolnbited at any time from eating or drinking in hallways, elevators, rest rooms, lobby or lobby vestibules. 32. Tenant shall be responsible to Landlord for any acts of vandalism performed in the Building by its employees, agents, invitees or visitors. 33. No tenant shall permit the visit to its Premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the entrances, hallways, elevators, lobby or other public portions or facilities of the Building and exterior common areas by other tenants. 34. Landlord's employees shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord. Requests for such requirements must be submitted in writing to Landlord. 35. Tenant agrees that neither tenant nor its agents, employees, licensees or invitees will interfere. in any manner with the installation and/or maintenance of the heating, air conditioning and ventilation facilities and equipment. 36. Landlord will not be responsible for lost or stolen personal property, equipment, money or jewelry from tenant's area or common areas of the Project regardless of whether such loss occurs when area is locked against entry or not, unless caused by Landlord's willful acts or gross negligence. 217630 9 111 37. Landlord will not permit entrance to tenant's Premises by use of pass key controlled by Landlord, to any person at any time without written permission of tenant, except employees, contractors or service persoimel supervised or employed by Landlord. 38. Tenant and its agents, employees and invitees shall observe and comply with the driving and parking signs and markers on the Building grounds and surrounding areas. 39. Tenant and its employees, invitees, agents, etc. shall not enter other separate tenants' hallways, restrooms ar premises unless they have received prior approval from Landlord's management. 40. Tenant shall not use or permit the use of any portion of the Premises for outdoor storage. s*s*+*s*ss* 217630_9 lV EXHIBIT "D" CLEANING SPECIFICATIONS DAY • BLm_DING A_ND TENANT AREAS 1. All desks and other furniture adll be dusted with specially treated dust clothes. 2. All windowsills, chair rails, baseboards, moldings, partitions and picture frames that aze less than six feet in height will be hand dusted and wiped clean. 3. All non-carpeted floors will be dust mopped with specially treated dust mops. 4. All bright metal work will be maintained and kept in a clean aad polished condition. 5. All drinking fountains will be thoroughly cleaned and sanitized. 6. All stairways will be swept and wet mopped. Stairways shall be policed daily to remove all debris. Walls, handrails and fixtures are to be spot cleaned and dusted. Lights, pipes and signage are to be dusted as necessary. 7. All elevators will be vacuumed and the interior of all cabs will be wiped clean and all metal hazdwaze will be polished. This includes damp wipe, dust andlor thoroughly cleaning all exterior doors, cab walls, doorframes, indicator panels, tracts, plates and grooves. 8. Empty, clean and dust all wastepaper baskets, ashtrays, receptacles, etc. After emptying waste baskets, reline with as approved liner as needed. 9. Remove all trash and wastepaper to azeas designated by Management. 10. Vacuum all carpeted areas. This shall include all walls=off mats. In addition, the carpets are to be spot cleaned when necessary. 11. All file floors will maintain a satin finish. Hard surface floor azeas shall be maintained is a mariner which consistently presents tbe appeazance desired without visible evidence of traffic patterns. Particulaz attention shall be paid to edges to ensure a proper and dust free appearance. Any damage to hard surface floors resulting from improper caze shall be the full responsibility of Contractor. Contractor shall provide the details of a program to maintain file floors to insure consistent luster and remove all mar~lcs. 12. All glass surfaces, windows, doors and drrectory boards shall be spot-cleaned, using an approved glass cleaner, and all glass shall be left in a bright condition which is free of streaks and dust. 13. Wipe and clean all counters, tables, chairs and appliances in kitchen areas. 14. Clean all glass at the building and tenant entrances. 15. Spot clean alt horizontal and vertical surfaces removing fingerprints, smudges and stains. LAVATORIES 1. Floors aze to be swept and washed using an approved antiseptic liquid detergent. Floors aze to be machine scrubbed as needed but not less frequently than every quarter. 2. Refill all dispensers, empty trash, clean and sanitize all restroom fixtures. Wipe all counters, clean mirrors, wipe chrome and spot wipe partitions and ceramic file walls. 3. Weekly wash all restroom partitions on both sides. 4. Remove all wastepaper and refuse. 5. No less frequently than quarterly, wash all ceramic file walls. 217630_9 WEEKLY 1. Remove fingerprints, smudges and scuff marks from all vertical and horizontal surfaces such as doors, walls and sills. 2. Wash and refmish resilient floors in public areas. Strip, wax and polish the floors as needed. 3. Polish and buff all no wax resilient floors in tenant areas. 4. Dust and damp wipe all louvers and ceiling grills. 5. Spot clean all interior partition glass windows and clean all interior glass entrance doors. 4uaR•rERLY 1. Dust and clean all vertical surfaces such as walls, partitions, doors, etc. that are not cleaned during the nightly cleaning process. 2. Dust aad wipe clean all blinds. 3. Dust the inside of elevator telephone cabinets. 4. Shampoo all elevator carpets. 217630_9 11 EXHIBIT "E„ List of Competitors 1. KPMG 2. PriceWaterhouseCoopers 3. Ernst & Young 4. McKinsey 5. Accenture 6. Bearing Point 7. IBM Global Services 8. Bain 9. CapGemini EBcY 10. Towers Perrin 11. Grant Thornton 12. BDO Seidman 217630_9 Exlnbit "F" HVAC SPECIFICATIONS Heating, ventilation, and air-conditioning ("HVAC") shall be supplied to the Premises. Landlord's HVAC system must be designed to operate efficiently. Notwithstanding any limitation imposed by governmental authority on the actual operation of the air conditioning and heating systems, except during periods to accommodate required maintenance and repairs, the System shall at all times provide and maintain the following minimum requirements: o Summer 74 degrees (+/- 2 degrees) and 50 % ltli with outside temperature of 90 degrees FDB and 73 degrees FWB. o Winter 72 degrees (+/- 2 degrees) and 50% RH with outside temperature of 13 degrees FDB. o Base building air distribution with DDC controls and Variable Air Volume (VAV) distribution, or equivalent teaipetature zoning method. o Perimeter heating (electric) to be provided by the landlord. o Temperature zones not to exceed 1,500 CFM or 1,500 square feet or four (4) enclosed spaces. o Occupancy at 1 person per 100 useable square feet. o Outside air ventilation as per ASHRAE shall be 20 CFM per person. o Interior loads not less than 7 watts per rentable square feet. Supplemental condenser water-cooling is to be provided by landlords systems on a 24/7 basis. Valved outlets are to be provided by the Landlord on the tenant's floor for connection into the system by tenant. There shall be no connection charges associated with connecting into this system Condensor Water shall be supplied at two (2} GPM with a 1 S degree delta-T, with 85 degree entering. 217630_9 EXHIBIT B INVOICE TO: Carrow Real Estate Services, LLC Attn: Charles Carrow 99 Washington Avenue Albany, NY 12260 File: 03-09-2L Date: July 22, 2009 TENANT: Deloitte, LLP PROPERTY ADDRESS: Year Due: Upon Receipt 300 Corporate Center Drive, 6t" Floor Basis Rate Total Commission 8/1/09 - 12/31/09 $ 82,200.00 2.5% $2,055.00 1/1/10 - 12/31/10 $202,760.00 2.5% $5,069.00 1 /1 /11 - 12/31 /11 $208,240.00 2.5% $5,206.010 1/1/12 - 12/31/12 $213,720.00 2.5% $5,343.00 1 /1 /13 - 12/31 /13 $219,200.00 2.5% $5,480.00 1/1/14 - 12/31/14 $224,680.00 2.5% $5,617.00 1 /1 /15 - 12/31 /15 $230,160.00 2.5% $5,754.00 1/1/16 - 12/31/16 $235,640.00 2.5% $5,891.00 Please pay this amount now - $ 40,415.00 Payable to: Campbell Commercial Real Estate, Inc. 300 Corporate Center Drive, Suite 201 Camp Hill, PA 17011 This is an up-front commission. You will be invoiced on the anniversary of the lease and for any options, renewals, holdovers and expansions. Thank you for the opportunity to be of service. EXHIBIT C `~~. • p~~, ~g~ ~pv INVOICE TO: Carroty Real Estate Services, Inc. Attn: Accounts Payable 99 Washington Avenue Albany, NY 12260 Date: April 18, 2011 TENANT: Deloitte, LLP File: 03-09-2M Due: Upon Receipt PROPERTY ADDRESS: 300 Corporate Center Drive, Camp Hill Year Basis Rate Total Commission 4/11 -12/11 $ 70,822.50 2.5% $1,770.56 1/12 -12/12 $ 96,915.00 2.5% $2,422,88 1/13 - 12/13 $ 99,400.00 2.5% $2,485.00 1/14 -12/14 $ 101,885.00 2.5% $2,547.13 1/15 -12/15 $ 104,370.00 2.5% $2,609'..25 1/16 -12/16 $ 106,855.00 2.5% $2,671.38 Please pay this amount now - $ 14,506.20 Payable to: Campbell Commercial Real. Estate, Inc. 525 N. 12 Street, Suite 203 Lemoyne, PA 17043 Thank you for the opportunity to be of service. EXHIBIT D ~~®'`~G. `~g ~~ July 13, 2012 Chazles Cazrow Carroty Real Estate Services, LLC 99 Washington Avenue Albany, NY 12210 Re: Cornmissions Due Dear Charlie, The enclosed commission invoices represent the amount due for Deloitte's expansion space at 300 Corporate Center Drive, Camp Hill, PA, and past due invoices for Deloitte and Cafe Gin. As previously discussed, the commission percentage of 2.5% is the reduced percentage proposed, agreed to and paid by the Owners on the last expansion. If the actual occupancy dates are incorrect or the rental amounts were reduced from the Lease Agreement, please advise and we will adjust accordingly. I appreciate your immediate payment of these invoices. Arthur D. Camp President cc: Atty. Michael Bangs Jack Weinreb 525 N. 12th Street, Suite 203 ~ Lemoyne, PA 17043 Phone: (717) 737-6161 ~ Fax: (717) 73?-9640. www.acampbell.net ,r' - `~G. a'~6' yeti ®s~ INVOICE TO: Carroty Real Estate Services, Inc. Attn: Accounts Payable 99 Washington Avenue Albany, NY 12260 File: 03-09-2M Date: July 13, 2012 TENANT: Deloitte, LLP PROPERTY ADDRESS: Due: Upon Receipt 300 Corporate Center Drive, Camp Hill Commissions Due based upon on the attached "Deloitte Occupancy ~ Commission Calculafions" Please pay this amount now - $ 139,011.50 Payable to: Camabell Commercial Real Estate, Inc. 525 N. 1'2 Street, Suite -203 Lemoyne, PA 17043 • ~G ~• t. ' ~gt'd' m~~ Deloitte Occupancy ~ Commission Calculations Square Commission Space Footage Term Due 1St Floor -Suite 100 6,304 10/06 -12/06 Paid in Full 2"d Floor N/A N/A N/A 3~d Floor -Suite 300 14,008 1/07 -12/16 Paid in Full Expansion 17,718 7/12 -12/16 $ 41,083.62 4th Floor -Suite 400 31,726 1/07 -12/16 Paid in Full 5t" Floor -Suite 500 31,726 7/12 -12/16 $ 73,564.67 6th Floor -Suite 600 9,536 1/09 -12/16 Paid in Full Expansion 10,960 5/09 -12/16 Paid in Full Expansion 4,970 4/11 -12/16 $ 14,506.20* Expansion 4,251 7112 -12116 $ 9,867.01 $139,01'1.50 *Past Due INVOICE TO: Carroty Real Estate Services, LLC Attn: Accounts Payable 99 Washington Avenue, Suite 304 Albany, NY 12260 File: 03-09-2E Date: April 1, 2011 TENANT: Kong Kang & Hakjoon Kang Due: May 1, 2011 PROPERTY ADDRESS: 300 Corpora#e Center Drive, Camp Hill Year Basis Rate Total Commission 5/1/10 - 4/30/11 $13,200.00 2.5% $330.00 Paid 5/1111 -4130/12 $13,200.00 2.5°1° $330.OOI 511/12 -4/30/13 $13,200.00 2.5°~ $330.00 Now Due Please pay this amount now - $ 660.00 Payable to: Camabell Commercial Meal Estate, Inc. 525 N. 12 Street, Suite 203 Lemoyne, PA 17043 This is an annual commission. You will be invoiced on the anniversary of the lease and for any options, renewals, holdovers and expansions. Thank you for the opportunity to be of service. SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson F!L E -O PIuL: Sheriff U THE PROTHQN'?11"r"yiti i' Jody S Smith Chief Deputy , 2013 MAR 20 AM 9: 4 4 Richard W Stewart - CUMBERLAND COUNTY Solicitor OFF CE° F 7r, >f-ERIF; PENNSYLVANIA Campbell Commercial Real Estate, Inc. Case Number vs. Camp Hill Realty Associates, LP. 2013-121$ SHERIFF'S RETURN OF SERVICE 03107/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Camp Hill Realty Associates, LP., but was unable to locate the Defendant in the Sheriffs bailiwick.The Sheriff therefore deputizes the Sheriff of Dauphin, Pennsylvania to serve the within Complaint&Notice according to law. 03/13/2013 09:42 AM-The requested Complaint&Notice served by the Sheriff of Dauphin County upon Jennifer Smith, Customer Service Associate,who accepted for Camp Hill Realty Associates, LP., at 2704 Commerce Drive, #13, Harrisburg, PA 17110. Jack Lotwick, Sheriff, Return of Service attached to and made part of the within record. SHERIFF COST: $37.92 SO ANSWERS, March 15, 2013 RbNW R ANDERSON, SHERIFF c;1—iunty uite 5horff Te eosoff Inc. dailitt of t4v A4"riff %tv Shelley Ruhl .., Jack Duignan Real Esta a Deputy Chief Deputy Matthew L. Owens Michael W. Rinehart Solicitor Assistant Chief Deputy Dauphin County 101 Market Street Harrisburg,Pennsylvania 17101-2079 ph:(717)780-6590 fax:(717)255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania CAMPBELL COMMERCIAL REAL ESTATE, INC. VS County of Dauphin CAMP HILL REALTY ASSOCIATES, LP Sheriff s Return No. 2013-T-0780 OTHER COUNTY NO. 2013-1218 And now: MARCH 13, 2013 at 9:42:00 AM served the within NOTICE & COMPLAINT upon CAMP HILL REALTY ASSOCIATES, LP by personally handing to JENNIFER SMITH 1 true attested copy of the original NOTICE& COMPLAINT and making known to him/her the contents thereof at C/O CSC, 2595 INTERSTATE DR, STE 103 HARRISBURG PA 17110 CUSTOMER SERVICE ASSOCIATE Sworn and subscribed to So Answers, before me this 14TH day of March, 2013 Sheriff of D hi Co P By COMMONWEALTH OF PENNSYLVANIA De ty Sheriff NOTARIAL SEAL Deputy: W CONWAY Karen M.Hoffman,Notary Public City of Harrisburg,Dauphin County Sheriffs Costs: $47.25 3/12/2013 My Commission Expires August 17,2014 MICHAEL L. BANGS, ESQUIRE ATTORNEY FOR PLAINTIFF BANGS LAW OFFICE, LLC I.D. #41263 429 SOUTH 18TH STREET CAMP HILL, PA 17011 (717) 730-7310 CAMPBELL COMMERCIAL REAL ) IN THE COURT OF COMMON PLEAS ESTATE, INC., ) OF CUMBERLAND COUNTY, Plaintiff ) PENNSYLVANIA vs. ) NO. 2013 $ CAMP HILL REALTY ) CIVIL ACTION - LAW ASSOCIATES, LP, ) Defendant ) TO: Camp Hill Realty Associates, LP c/o Corporate Service Company runt 2595 Interstate Drive, Suite 103 may. Harrisburg, PA 17110 DATE OF NOTICE: April 4, 2013 --+ Co IMPORTANT NOTICE Required by Rule 237.1(a)(2) YOU ARE IN DEFAULT BECAUSE YOU HAVE FAILED TO ENTER A WRITTEN APPEARANCE PERSONALLY OR BY ATTORNEY AND FILE IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. UNLESS YOU ACT WITHIN TEN DAYS FROM THE DATE OF THIS NOTICE, A JUDGMENT MAY BE ENTERED AGAINST YOU WITHOUT A HEARING AND YOU MAY LOSE YOUR PROPERTY OR OTHER IMPORTANT RIGHTS. YOU SHOULD TAKE THIS NOTICE TO A LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE FOLLOWING OFFICE TO FIND OUT WHERE YOU CAN GET LEGAL HELP. 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 FEED OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: (717) 249-3166 BANGS LAW OFFICE, LLC f C ( ' MICIJAEL L. BANGS iCE BANGS LAW OFFICE,LLC y T, ;'r'�0" HON ORNEY FOR PLAINTIFF Michael L. Bangs, Esquire ,� Attorney ID No. 41263 7013 MAY 16. AIM I 1' 3 4 429 South 18th Street Camp Hill, PA 17011 C 1 PEN YLVAP�d A (717) 730-7310 CAMPBELL COMMERCIAL REAL ) IN THE COURT OF COMMON PLEAS ESTATE, INC., ) OF CUMBERLAND COUNTY, Plaintiff ) PENNSYLVANIA VS. ) NO. 2013-1218 ) CAMP HILL REALTY ) CIVIL ACTION—LAW ASSOCIATES, LP, ) Defendant ) PLAINTIFF'S ANSWER TO DEFENDANT'S NEW MATTER 25. Denied as stated. Plaintiff is without knowledge sufficient to form a belief as to what Defendant means by a"Full Service Lease" and therefore it is denied and strict proof thereof is demanded at the trial of this case. Further, if Defendant is suggesting that it is not obligated under the terms of the Lease as the owner of the premises which is the subject of the Lease, then it is denied in that Plaintiff believes and therefore avers that Defendant was assigned all interest, title and obligations under the Lease at the time it purchased the property subject to the Lease. 26. Admitted. 27. Denied. If this averment means that Plaintiff's claims do not arise out of and stem from Exhibit A which is attached to the Complaint, then it is denied. It is specifically averred that Plaintiff's right to receive commissions is based upon Exhibit A in that Plaintiff is entitled to receive commissions for any portion of the building, including any extensions, renewals or expansions to other buildings involving Deloitte as clearly set forth in Exhibit A. 28. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 29. Plaintiff admits that Paragraph 29 accurately states what Exhibit A says but by admitting that it accurately reflects the wording of Exhibit A, Plaintiff is not admitting the substance of the averment nor any implications that Defendant is trying to draw from that language. 30. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. Plaintiff was aware that Deloitte expanded its leasing of the premises in the amount as set forth in the"Whereas" clause of Exhibit A as referenced in this averment. 31. Admitted in part and denied in part. It is admitted that Paragraph 8 of the Exhibit A identifies both the Plaintiff and Carrow as Broker. It is denied that this document reflects any agreement between Plaintiff and owner as to owner's responsibility to continue to pay Plaintiff for commissions it was due for leasing of any space, including any extensions, renewals or expansions of the initial Lease. 32. Admitted in part and denied in part. It is admitted that this averment accurately sets forth the sentence referred to in the last sentence of Paragraph 8 of the First Amendment of Lease. It is denied that this sentence in any way has any binding effect upon Plaintiff in that Plaintiff was not a party to this amendment nor does the amendment in any way reflect or change Plaintiff's right to receive commissions for any and all extensions, renewals or expansions of the Lease attached as Exhibit A to Plaintiff's Complaint. 33. Denied. It is specifically denied that Plaintiff was paid in full for the expansion of the leased premises set forth in Exhibit A of the New Matter. It is averred that Plaintiff accepted a lesser commission than was due it for the expansion.under the terms of Exhibit A attached to Plaintiff's Complaint and in accordance with the obligations of the owner of the premises. 34. Denied. It is specifically denied that the commissions paid Plaintiff for the First Amendment represented all that was due Plaintiff. Further, it is denied that there was not any agreement to pay commissions on extensions, renewals or expansions in that the Defendant had an obligation as the owner of the premises to pay Plaintiff for all commissions due it for the premises including any extensions, renewals or expansions as set forth in Exhibit A to Plaintiff's Complaint. 35. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 36. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 37. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the-trial of this case. 38. Denied as stated. It is denied that Plaintiff has any obligation to plead that it was a party to any separate agreement under the Second Amendment in that Plaintiff's right to receive commissions arises out of the Lease attached as Exhibit A to Plaintiff's Complaint which provides that Plaintiff should be paid for commissions for the lease of any portion of the premises to Deloitte including any extensions, renewals or expansions. 39. Admitted in part and denied in part. It is admitted that Defendant has failed or refused to pay Plaintiff a commission with respect to the Second Amendment. It is denied that Plaintiff did not"earn"the commission in that Defendant was obligated to pay Plaintiff's commission under Exhibit A attached to Plaintiff s Complaint. 40. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 41. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 42. Admitted in part and denied in part. It is admitted that the averment sets forth what is stated in Paragraph 9. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of the remainder of the averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 43. Denied as stated. It is denied that Plaintiff has any requirement to plead that it was a party to a separate agreement under the Third Amendment or that no such agreement exists. It is averred that Plaintiff is due any commissions as a result of the extensions, renewals or expansions of any lease of the premises with Deloitte under Exhibit A which is attached to Plaintiff s Complaint. 44. Admitted in part and denied in part. It is admitted that Defendant has failed or refused to pay Plaintiff a commission with respect to the Third Amendment. 'It is denied that Plaintiff did not"earn"the commission in that Defendant was obligated to pay Plaintiff's commission under Exhibit A attached to Plaintiff's Complaint. 45. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 46. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case. 47. Denied. After reasonable investigation, Plaintiff is without knowledge sufficient to form a belief as to the truth of this averment and therefore it is denied and strict proof thereof is demanded at the trial of this case.. 48. Denied as stated. It is denied that Plaintiff has any requirement to plead that it was a party to a separate agreement under the Fourth Amendment or that no such agreement exists. It is averred that Plaintiff is due any commissions as a result of the extensions, renewals or expansions of any lease of the premises with Deloitte under Exhibit A which is attached to Plaintiff's Complaint. 49. Admitted in part and denied in part. It is admitted that Plaintiff was not paid a commission with respect to any extension that is set forth in the Fourth Amendment. It is denied that Plaintiff did not"earn" any commissions as Plaintiff is entitled to commissions for any extensions, renewals or expansions of any lease involving the premises with Deloitte under Exhibit A which is attached to Plaintiff's Complaint. 50. Paragraph 50 is a legal conclusion to which no answer is required but to the extent an answer is required it is denied and strict proof thereof is demanded at the trial of this case. 51. Paragraph 51 is a legal conclusion to which no answer is required but to the extent an answer is required it is denied and strict proof thereof is demanded at the trial of this case. 52. Paragraph 52 is a legal conclusion to which no answer is required but to the extent an answer is required it is denied and strict proof thereof is demanded at the trial of this case. 53. Denied. It is specifically denied that Plaintiff has been paid all payments due Plaintiff by Defendant in that Plaintiff is due commissions for all extensions, renewals or expansions under the Lease attached as Exhibit A to Plaintiff's Complaint. 54. Paragraph 54 is a legal conclusion to which no answer is required but to the extent an answer is required it is denied and strict proof thereof is demanded at the trial of this case. 55. Paragraph 55 is a legal conclusion to which no answer is required but to the extent an answer is required it is denied and strict proof thereof is demanded at the trial of this case. 56. Paragraph 56 is a legal conclusion to which no answer is required but to the extent an answer is required it is denied and strict proof thereof is demanded at the trial of this case. WHEREFORE, Plaintiff requests this Honorable Court dismiss Defendant's New Matter and enter judgment in accordance with Plaintiffs Complaint. Respectfully submitted, BANGS LAW OFFICE, LLC MICH "EL L. BANGS Attorney for Plaintiff 429 South 18th Street Camp Hill, PA 17011 (717) 730=7310 Supreme Court ID #41263 VERIFICATION ARTHUR D. CAMPBELL,being duly sworn according to law, deposes and says that he is the President of Campbell Commercial Real Estate, Inc., a Pennsylvania corporation, and that as such, he is authorized to make this Verification on its behalf and that the facts set forth in the foregoing document are true and correct to the best of his knowledge, information and belief, and further understands that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. CAMPBELL COMMERCIAL REAL ESTATE, INC. A CV ARTHUR D. CA,*BELL, President CERTIFICATE OF SERVICE I HEREBY CERTIFY that I have this day served the foregoing PLAINTIFF'S ANSWER TO DEFENDANT'S NEW MATTER,by depositing a copy of the same in the United States mail,postage prepaid, at Camp Hill, Pennsylvania, addressed to the following: Theodore A. Adler, Esquire Reager& Adler, P.C. 2331 Market Street Camp Hill, PA 17011 DATE: WENDY K. STRAUB Paralegal ,