HomeMy WebLinkAbout06-6093
LANCASTER DEVELOPMENT : IN THE COURT OF COMMON PLEAS
COMPANY, : OF CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v.
NO. Ol- - ~CA3 G(.)~C ~~
ENGLE ACQUISITION, LLC,
Defendant
CIVIL ACTION - LAW
CONFESSION OF JUDGMENT FOR UNPAID RENT
Pursuant to the authority contained in the instrument attached to the Complaint filed
in this action, I appear for Defendant Engle Acquisition, LLC and confess judgment in favor
of Plaintiff Lancaster Development Company, and against the Defendant as follows:
Unpaid Rent and Additional Rent
$15,357.33
$768.37
$16,135.70
Attorney's Commission of 5%
Total
plus post-judgment interest and costs.
McNEES WALLACE & NURICK LLC
By
Kimberl M. Colonna, Esquire
Attorney 1.0. No. 80362
Megan N. Dreisbach, Esquire
Attorney 1.0. No. 201418
100 Pine Street
P.O. Box 1166
Harrisburg, PA 17018-1166
(717) 232-8000
Dated: October 17, 2006
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LANCASTER DEVELOPMENT
COMPANY,
Plaintiff
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
v.
NO. OLo - IoC9J
Cl/~J~ I~
ENGLE ACQUISITION, LLC,
Defendant
CIVIL ACTION - LAW
COMPLAINT FOR CONFESSION OF JUDGMENT
for Unpaid Rent
Pursuant to Pennsylvania Rules of Civil Procedure 2951 (b) and 2952, Plaintiff
Lancaster Development Company through its counsel McNees Wallace & Nurick LLC, files
this Complaint for Confession of Judgment for Unpaid Rent and avers as follows:
The Parties
1. Plaintiff Lancaster Development Company ("LDC") is a Pennsylvania limited
liability company with offices at 1853 William Penn Way, Lancaster, Pennsylvania. High
Associates, Ltd. ("High") is the managing agent for Lancaster Development Company.
2. Defendant Engle Acquisition, LLC ("Engle") is a Pennsylvania limited liability
corporation with its principal place of business located at 910 North Hanover Street, P.O.
Box 403, Elizabethtown, Lancaster County, Pennsylvania 17022.
The Lease
3. On August 25, 1998, LDC entered into a commercial lease ("Lease") with
Engle Business Systems, Inc. ("EBS"), whereby EBS, as tenant, agreed to lease from LDC,
as landlord, certain premises ("Premises") for use as general office space. A true and
correct copy of said Lease is attached hereto as Exhibit "A".
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4. The Premises leased to Engle consists of 1,930 square feet of office space
located at 4940 Ritter Road, Suites 102 and 103, Mechanicsburg, Cumberland County,
Pennsylvania 17055. See Ex. A, Part 1, Sections 5 - 6.
5. The term of the Lease was five years beginning on September 1, 1998. See
Ex. A, Part I, Sections 8 - 9.
6. Section 5 of the Lease provides, in relevant part:
5.1. Base Rent. ... Tenant shall pay Base Rent in the monthly
installments set forth in the Basic Lease Information, in advance, on
the first day of each calendar month during the Term...
5.2. Additional Rent. In addition to Base Rent, Tenant shall pay
all sums of money or other charges required to be paid by Tenant
under this Lease as additional rent (the "Additional Rent"), whether or
not same are expressly designated in this Lease as Additional Rent.
All Additional Rent shall be due and payable with each monthly
installment of Base Rent....
5.3. Manner of Pavment. Base Rent and Additional Rent (together,
"Rent") payable under this Lease shall be paid ... without prior notice or
demand thereof...
7. Through an Assignment of Lease ("Assignment") entered into on October 3,
2001, EBS assigned to Engle "all rights, title, and interest in and to said Lease." A true and
correct copy of said Assignment is attached hereto as Exhibit "B".
8. On October 22, 2003, LOC and Engle entered into a Renewal Amendment to
the Lease ("Renewal Amendment"). A true and correct copy of said Renewal Amendment
is attached hereto as Exhibit "C".
9. The Renewal Amendment extended the term of the Lease for an additional
three years, beginning September 1 ,2003. See Ex. C.
10. Pursuant to the Renewal Amendment, the monthly base rent due from Engle
for the period September 1, 2005 to August 31, 2006 is $2,134.26
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See Ex. C.
11. In accordance with the terms of section 5 of the Lease, Engle was also
obligated to pay Additional Rent of $791.03 per month, including Operating Expenses of
$753.21 per month and an HVAC Maintenance Agreement charge of $37.82 per month
12. Section 5 of the Lease provides for interest to be assessed on late payments,
as follows:
5.4. Interest on Delinquent Payments. If any payment is not
paid within ten (10) business days of its due date, Tenant shall pay
interest on such delinquent payment, from the original due date of
such delinquent payment, and on any late charge from the due date of
such late charge, at an interest rate (the "Interest Rate") equal to the
lesser of (a) one and one-half percent (1.5%) per month, or (b) the
maximum rate permitted by applicable law, until such payments are
paid in full.
13. Section 17.1. of the Lease provides, in relevant part:
17.1. Events of Default. In addition to defaults specified in other
sections of this Lease the occurrence of any of the following shall be a
default by Tenant, and each shall constitute an "Event of Default"
hereunder without notice from the Landlord unless expressly required
herein:
(a) Tenant shall fail to pay Rent on its due date or shall fail to
make any other payment when required pursuant to this Lease
(regardless of whether or not any legal or formal demand has been
made therefore)
14. Section 17 .2.(b) of the Lease provides, in relevant part:
17.2. Remedies. Upon the occurrence of any Event of
Default, Landlord shall have the following rights and remedies which
shall be cumulative and are in addition to any other remedies available
by law or equity:
(b) Lease Termination and Rent Acceleration. Landlord
shall have the right to immediately terminate this Lease and all rights
of Tenant hereunder and to accelerate Rent in which event Tenant
shall be liable for the total of: (1) any unpaid Rent which had accrued
at the time of such termination. ... Tenant also shall pay any other
amount necessary to compensate Landlord for all damages
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proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease or which in the ordinary course of events would be
likely to result therefrom. Rent which accrued through the date of the
Event of Default, shall include interest thereon at the Interest Rate,
and accelerated Rent thereafter due shall accrue interest at the
Interest Rate until paid in full.
15. Further, section 17.2.(e) of the Lease states as follows:
Confession of Judament:
(1) Tenant hereby empowers any prothonotary or attorney of any
court of record to appear for Tenant in any and all actions which may
be brought for Rent (including accelerated Rent determined in
accordance with Section 17 .2(b) hereof), Additional Rent, and/or to
sign for Tenant an agreement for entering in any competent court an
amicable action or actions for the recovery of such Rent (including
accelerated Rent determined in accordance with Section 17,2(b)
hereof), and in said suits or in said amicable action or actions to
confess judgment against Tenant for all or any part of Rent then due
and unpaid, and for interest at the Interest Rate authorized by this
Lease and costs of enforcement; together with a reasonable attorney's
commission In the amount of five percent (5%) of the amount due.
Such authority shall not be exhausted by one exercise thereof, but
judgment may be confessed as aforesaid from time to time as often as
any of said rent shall fail due or be in arrears.
The Default
16. Engle failed to pay March 2006 rent in a timely manner; instead, Engle paid
March 2006 rent on October 10, 2006.
17. To date, Engle has failed to make the required rent and other payments due
under the Lease for April 2006, May 2006, June 2006, July 2006, and August 2006.
18. Because payment of the March 2006 through August 2006 rent was not paid
within ten (10) business days of its due date, Engle is obligated to pay interest on the
amount due at the rate of one and one half percent (1.5%) per month, eighteen percent
(18%) per annum, in accordance with section 5.4 of the Lease.
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1 9. Engle's failure to timely pay rent and other payments due under the Lease for
the months of March 2006 though August 2006 constitutes breaches of its Lease
obligations.
20. Pursuant to section 17.1. of the Lease, Engle's failure to pay rent for March
2006 though August 2006 on the respective due dates and failure to make other payments
when required by the Lease is an "Event of Default."
21. Under section 17.2. of the Lease, LDC hereby exercises its right to deem
immediately due and payable, all unpaid rent, interest and late charges on said unpaid rent,
attorney's commission, and all other costs and damages caused by Engle's default.
22. As permitted by section 4.3 of the Lease, High, as managing agent for LDC,
applied Engle's security deposit to the amounts due from Engle for April 2006 rent.
23. An itemized statement of the amounts due and owing by Engle is as follows:
Interest on Delinquent March 2006 Rent
March 2006 Recovery Reconciliation 2005
April 2006 Rent
April 2006 Additional Rent
Interest on Delinquent April 2006 Rent
May 2006 Rent
May 2006 Additional Rent
Interest on Delinquent May 2006 Rent
June 2006 Rent
June 2006 Additional Rent
Interest on Delinquent June 2006 Rent
July 2006 Rent
July 2006 Additional Rent
Interest on Delinquent July 2006 Rent
August 2006 Rent
August 2006 Additional Rent
Interest on Delinquent August 2006 Rent
Subtotal
Attorney's Commission of 5%
TOTAL
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$ 307.15
$550.95
$1,221.63
$791.03
$181.13
$2,134.26
$791.03
$219.39
$2,134.26
$791.03
$175.51
$2,134.26
$791.03
$131.63
$2,134.26
$791.03
$87.75
$15,367.33
$768.37
$16,135.70
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Confession of Judament for Damaaes
24. Pursuant to Section 17.2.(e) of the Lease, LDC is entitled to confess
judgment against Engle for $16,135.70.
25. Judgment is being entered after the occurrence of defaults under the Lease
which are detailed in the preceding paragraphs.
26. Judgment is not being entered against a natural person in connection with a
consumer credit transaction.
27. Judgment has not previously been entered on any of the instruments related
to this matter in this jurisdiction or in any other jurisdiction.
WHEREFORE, Plaintiff Lancaster Development Company respectfully requests that
judgment be entered in its favor and against Defendant Engle Acquisition, LLC in the
amount of $16,135.70, plus post-judgment interest and costs.
Respectfully submitted,
McNEES WALLACE & NURICK LLC
Dated: October 17, 2006
By
~~. &L-
Kimberl M. Colonna, Esquire
Attorney 1.0. No. 80362
Megan N. Dreisbach, Esquire
Attorney 1.0. No. 201418
100 Pine Street
P.O. Box 1166
Harrisburg, PA 17108-1166
(717) 237-5278
(717) 237-5300 Fax
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10/16/2006 MON 15: 57 FAX 7176970870 High Associates LTD
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~002/002
VERIFICATION
Subjectto the penalties of 18 Pa.C.S. ~ 4904 relating to unswom,falsification to
authorities, I hereby certify that I am Derry L. Young, Commercial Asset Manager, High
Associates, Ltd., and that the facts set forth in the foregoing document are true and correct
to the best of my knowledge, or information and belief.
Dated: / ~ 1/16
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LEASE AGREEMENT
Dated a-L~ 2,<;/~
Between
LANCASTER DEVELOPMENT COMPANY
"'LaDdlord"
and
~
ENGLE BUSINESS EQUIPMENT, INC.
"Tenant"
Relating to
4940 Ritter Road
Suites 102--103
Me(hanicsbnrg, Pennsylvania
5-01-98
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L:EAsE AGREEMENT
rAAT I. BASIC LEASE r:rwORMATIO~
This Lease Agreemeut (this "Lease) is made and executed tbi~ of f)///!2N j r /tI/Jf\y
and between LANCASTER DEVELOPMENT COMPANY, a Pennsylvania partne~~
"Landlord'') and ENGLE BUSINESS EQUlPMENTt INC., a New Jersey corporation, formerly called Castle
Office Systems (herein called "Tenant").
This Lease consists oflbe fuUowing two parts; Part I which sets forth ~nns defmed in this Lease (lUld
certain obligations under the Lease) and which is sometimes referred to as the "Basic Lease Infurmation," and Part
n which provides the terms and conditions of this Lease and which is sometltnes refetnd to as the Lease Terms
and Conditions. Part I and Part n COllectively, are referred to liS this "Lease." Capitalized teems not otherwise
defined in this Part I - Basic Lease Information shall have the meaning provided in Part II of tile Lease.
The Basic Lease Informatioo is as follows:
1. Landlord:
LANCASTER. DEVELOPMENT COMPANY, a Pennsylvania
partnersbip.
2. Tenant:
ENGLE BUSINESS BQtJlP~, INC.
3. Pennitted Use:
General offie~ space
4. Campus;
Rossmoyne Business Center,located in the Township of Lower Allen.
County of Cumberland. State of Pennsylvania.
5. Building:
BLdlding .!2! of the Campus located at 4940 Ritter Road.
Mc:chanicsburg, Pennsylvania.
6. Prel11ises:
Suite 1 02. ~ 03 of the Building as outlined on the plan attached hereto
as Exhibit ~.
7. Tenant Improvements:
The Premises are leased "as-is" with 110 improvements to be made by
Landlord.
8. Term:
Five (5) Years
9. Tenn Commencement:
September I, 1998, except as otherwise provided in Section 2.2 of
Part IT of this Lease.
10. Expiration Date:
August 31, 2003
II. Rentable Area afBui1ding;
10,010 Square Feet
12. Rentable Area otPrernises:
1,930 Square Feet
13 . Tenant's Share:
(For pro-cation of Additional Rent)
19.281 Percent (19,281%)
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14. Monthly 13l1Se Rent:
15. BlI.'le Rent Over Term:
16. Base Year:
17. Additional Rent
18. Rent:
19. Security Deposit:
20. Landlord's Address for Notices:
21. Tenant's Address for Notices;
22. Rent Payment! Address:
23. COmmissions:
24. Calculation of Rentable Area:
25. Cbndition of Premises:
Seplember 1,1998 to August 31.1999 - $1,737.00 $10.80 psr
Seprcmber I, 1999 to August 31,2000 - S1.789.11 S11.12 psf
Seplmnber I, 2000 to August 31, 2001 . $1,84154 $11.45 psf
September 1,2001 to August 31, 2002 - $1,896.79 $11.79 psf
September 1,2002 to August 31, 2003 - $1,952.52 $12.14 psf
$110,603.52
Not applicable
All amounts and eharies required to be paid by Tenant l1ereunder
(other than Base Rent) lIS described more particularly in Section
5.2 of Part II of this Lease.
Includes both the Base Rent and Additiooal R<lnt to be paid
by Tenant hereunder.
On fIle (to be transferred)
LANCASTER DEVELOPMENT COMPANY
c/o High Assoe.ates, Lut
1853 WillilUD Penn Way
P.O. Box 10008
Lancaster, PA 17605-0008
ENOLE BUSINESS EQUIPMENT, INC.
4940 Ritter Road, Suites 102-103
Mechanicsburg, PA 17055
Payable to:
High Associates, Ltd
P. O. Box 8500 S-9550
PhiladelphIa, PA 19178-9550
Broker's commission to be paid to: Not applloable
Non-Common Area BuildiM. The Premises are a pan of a building in
which tenants are provided with their own private entrances and
private testrootns and which is without any interior areas shared by
tenents. "Rentable Area" has been calculated to include the entire
building
Tenant ilCCeplJ the Premises in B.I1 "AS IS" condition ond
acknowledges that Landlord has no obligation to alter, improve,
decorate or otherwise prepare the Premise$ for Tenant's occupancy.
Tenant acknowledges that neither Landlord nor any of Landlord's
Affiliates (as defined in Section ISM of Part. II of the Lease) nor any
of their agents, have made any representations, warranties or
covenants, ei1hcr express or implied, with respect to the Pretnises. the
Building, the Common Areas (as defined in Section 1.3 of Part II of
this Lease), or the Campus, or the condition of any of the foregoing.
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26. PaYlml1t of Operating Expenses;
27. Payment ofUtllities:
28. ResponsibiIity for HV AC Systems:
29, Obligation for Snow Removal
and Grounds Maintenance:
30. ExhibitS and Riders:
Tenant shall pay Tenant"s Share (as defined herein) of annual
Operating Expenses (as defined in Section 6.3 ofPalt n oftlle Lease.)
Tenant shall pay aU charges for utilities used or incuued by Ten8llt at
the Premises, inltluding without limitation heat, water, sewer, gas and
electricity.
Tenant, at Tenant's sate cost and expense, shall perform all
malntemUlce, repair and replacement of the HV AC Systenu (as
defined in Seedon 7.2 of Part IT oftbe Lease) sexving the Premises,
including without limitation the soheduled maintenance set fonh on
Exhibit C to tile Lease. Landlord shall, however, provide Tenant with
a one (1) year wammty on all HV AC repairs or replacements. This
warranty shall start as of the inception date of the Lease. Tenant shall
still be responsible for routine maintenance dIning this period. Te>
ensure performance of routine maintenance, Landlord shall procure
~nd keep in effect. at the sole cost of Tenant to be paid as Additional
Rent, a standard preventative maintenance contract with a contraCTOr
selected by Landlord who shall perform the scheduled maintenance set
forth on Exhibit C to the Lease.
Landlord shall mow lawns, maintain and replace shrubbery, weed
where appropriate, and remove snow and ice ftom. walkways,
roadways and parking areas in accordance with the minimum
reqllirements specified on Exhibit D tv the Lease. The cost of such
services shall be included as an Operating Expense,
Exhibit A . Depiction of the Premises
Exhibit B - Work Agreement (If Any)
Exhibit C - Specifications for HV AC Maintenanl;C Agreement
Exhibit D . Mitlitnum Lawn Care and Snow Removal
Requirements
Exhibit E - Rules and Regulations
Exhibit F - Special Lease Terms (If Any)
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IN WITNESS WHEREOF, and intending to be legally bound, Landlord and Tenant bave caused this Part
r of the Lease to be signed by their duly authorized officers or agents under seal. as of the date set forth above.
LANDLORD
LANCASTER. DEVELOPMENT COMPANY
1k~a:t2t:/l/9r
Dare
~
By' ~
Print N. ~~
Title: . ...........
TENANT
ENGLE BUSINESS EQUIPMENT, INC.
SIZ-6F~f,
Date
~t /,. Q.)GJ..fi
I f?€.~
<irAi'11~
Date
By;~~O. ~,~.
Print ame: Roy A. ARM L.[),1"R
Title: \I. P. FlltJ4Ivc.e- ~IJ {l.DM'IlI,$-m.m--IQ'V
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LEASEAGREEMEl'q
r ART n - LEASE TERMS AND CONDITIONS
1. PREMISES.
1.1. Lease ofPremi.ses. Landlord hereby leases to Tenant, and Tenant accepts ~uch lease from
Landlord, under the tenns and conditions set forth in tbi~ Lease, the Premises which are identified in the Basic
Lease Infonnation. 1bePremi5e$ are part of the Building identified in the Basio Lease Information.
1.2. Rentable Area. The total Rentable AreH of the Building and the Rentable Area of the
Premises are as provided in the Basic: Lease Infonnation. Such figures have been calculated in accordance with the
procedure set forth in the .Basic Lease Infonnation. Tenant acknowledges and agrees that the Rentable Area of the
Building and the Rentable Area of the Premises stated in the Bagic Lease Provisions are approximations only and
that the WIlQUl1ts so sUtJ:ed are accepted as final and binding upon Tenant and Landlord for all putpQse$ of this
Lease. Rentable Area of tile Premises has been detennined in accordance with the following definition:
1.3. Common Areas. During the Term of this LeMe, TenllUt, and it5 lIgeJlts, employees and
invitees, shall have the right to use, i11 ~ommOn with all others granted such rights by Landlord, In ll. proper and
lawful l1llIJU1eJ', (a) the cornmon sidewalks, access roads, parking areas and other outdoor areas within the Campus
and (b) the common enttaneeways, lobbies, restrooms, hallways, elevators and building systems serving the
Building of which the Premises are a part of like amenities (collectively, the "Common Aress"). Such use shall be
subject to the terms of this Lease and to such reasonable roles and regulations as Landlord may from time to time
establish with respect thereto, including without limitation, the reservation of any particular parking spaces or
parking areas or other portions of the Common Areas: for the exclusive use of other tenants of the Campus.
1.4. Landlord's Reserved Ri~ in Cotnmon Areas. Landlord reserves the right from time to
time; provided that Tenant's use and. enjoyment ofthe Premises or the type Or quality of services provided by
Landlord under this Lease is not substantially and adversely a~ted thereby, to (a) install, use, maintain. repair
and replace pipes. ducts, conduits, wires and appurtenant meters and equipment for service to other parts of the
Building above the ceiling surfaces, below the floor surfaces, within the walls and in the centra) core areas, and to
relocate any pipes, ducts, conduit. wires and appurtenant meters in the Premises which are so located or located
elsewhere outside the Premblcs; (b) make changes to the Common Areas including without limitation changing the
location, size, shape and number of driveways. entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas and walkways; provided such changes do Dot materially
and adversely affect Tenant's Pennitted Use of the Premises:; (c) close temporarily an or any portion of the
Common Areas and/or the Building in order to perfonn any of the foregoing or cmy of the Landlord's obligations
under this Lease, so long as reasonable ~ce$S to the Premises remains available during nonnal business hours; and
(d) alter, relocate; expand and/or add structures and improvements to, or remove same from, all or any portion of
the CQmmon Areas.
2. IMPROVEMENTS.
Z. l. Condition of Premises. The Premises shan be delivered by Landlord to Tenant in the
condition stated in the Basic Lease Information.
2.2. Comoletion and Delivery.
(a) I~ in accordance with Seotion 2.1, no T ~Wl{lt Improvemenw lU'e required for the
Premises, the Premises shall be deemed delivered and ready far Tenant's QCCupanc;;y ("Ready for Occupancy") on
the Term Commencement Date defined it1 the Basic Lease Information.
(b) If Tenant Improvement$ are required for the Premises, the Premises sball be
deemed Ready fur Occupancy when the Tenant lmprovcments have been Substantially Completed (as bereafter
defined). The tenn "Substantially Completed" when used in thig Lease shall mean the earlier of (i) the date of
issuance of a certificate of occupancy (temporary or permanent) fur the Premises by the municipality in which the
Premises are located, (il) or ifno certificate of occupancy Is required, the date when Landlord's architect 01" general
contractor certifies that the Tenant Improvements are Substantially Completed, which certification shall be
conclusive and binding upon Landlord and Tenant, or (Iii) the date on which Tenant takes possession of the
Premises. The Tenant Improvements shall be deemed Substantially Completed notwithstanding the fact that minor
detailli of construction, mecrnmical adjustments or decorations (items nonnally referred tel flS "punch liat" ir..Jm)
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which do not materially Interfere with Tenant's use of the Premises (as determined by Landlord in the exercise of
its reasonable judgment) remain to be performed in accordance with the Work Agreement Landlord shall give
Tenant reasonable advance notice of the date on which Landlord expects the Tenant IQlProvements to be
Substantially Completed and the Premises to be Ready for OCCUpllllCY.
3. TERM. Tenant shall have and hold the Premises for the Term set forth in Basic Lease Information,
beginning on the Term Commencement Date and ending at 11:59 p.m. on the Tenn Expiration Date, both as
specified in the Basio Lease Infonnation. In the event'that Landlord is constructing the Tenant lmprovemems and
the Tenant Improvements are not Substantially Completed by the date set forth in the Basic Lease Information.
then the Tenn Commencement Date of this Lease shall be when the Premises are Ready for Oocupanoy In
accordance with Section 2.2, and the Teon Expiration Date shall be e:l(tettd~d for the period of such delay. If the
Premises are Ready fur Occupanoy on a day which is other than the flISt day of a calendar month, R.ent (as
hereafter defined) for such month shall be pro-rated based on a thirty {30} day month. Landlord shall not be liable
for any damage cau$ed by any delay in the dellvcty of the Premises, nor shall this Lease be void or voidable. but.
except to the extent otherwise provided in the Work Agreement, Tenant shall not be liable for any Rent until sucb
time as the Premises are Ready for Occupancy.
4. SECURl'IY DEPQSIT.
4.1. ReQuirement for Security Deoosit Simultaneously with the ex~utlon of this Lease,
Tenant shall deposit with Landlord as seourity for the payment andperfonnance by Tenant of all of Tenant's
obligations under this Lease the amount specified in the Basic Lease Infonnation.
4.2. Return of ~euritv DeDasit. Within a reasonable time following the expiration of this
Lease, Landlord $hall return the Security Deposit to Tenant (provided that Tenant is not in default under this
Lease), less su"h portion thereof n Landlord shall have used to make good any default by Tenant with respect to
any of Tenant's obligations under this Lease.
4.3. Deductions from Security D~sit. In the event of any default by Tenant hereunder,
Landlord shall have the right from time to time to apply aU or any portion of the Security Deposit to the
performance of Ten ant's unperformed obligations but shall not be obligated to do so. If Landlord does so apply
any portion of the Security Deposit, Tenant, upon demand by Landlord, shall immediately pay to Landlord a:
sufficient amount to restore the Security Deposit to its original amount. Tenant's failure to fully restore the
Security Deposit within ten (10) business days of Landlord's demand shall, without further notice or demand,
cOlJstitute an Event of Default (8$ hereafter defined). Use by Landlord of the Security Deposit, or any ponion
thereof, to satisfY <my of Ten ant's obligations hereunder shall not constitute LMdlord's waiver of Tenant's defauh
With respect to such nonperformance for which amounts are expended, nor prevent LlUldlord from exercising any
other remedies available to Landlord.
4.4. Transfer of Security Deoosit. In the event of tile sale or transfer of Landlord's interest in
the Premises, Landlord shall transfer the Security Deposit (or the remaining balance thereof) to such purchaser or
transferee, whereupon Landlord shall be released from all liability to Tenant for the return of the Security Deposit.
Tenant shall look only to th~ party then landlord for the return of tbe Security Deposit
5. EmIT.
S .1. Base Rent. The lIIlIlI1al base rent (the ":Base Rent'') for the Premises shall be as set forth in
the Basic Lease Information. Tenant shall pay Base Rent in the monthly instalhnents set forth in the Basic Lease
Information, in advance, on the first day of each calendar month during the Tenn; provided, however, that the BWlC
Rent for the first month of the Term shall be paid upon the signing of this L~se.
5.2. Additional Reqr. III addition to Base Rent. Tenant shall pay all sums of money or other
charges required to be paid by Tenant under this Lease as additional rent (rhe "Additional Rent"), whether or not
same are expressly designared in this Lease as Additional Rent. All Additional Rent shall be due and payable with
each monlhly installment of Base Rent 11t1Iess otherwise provided herein.
5.3. Manner ofPllvment. Base Rent and Additional Rent (together, "Rent") payable under this
Lease shali be paid in lawful money of the United States of America without prior notioe or demand therefore, and
without deduction, defense, counterclaim, setoff or abatement whatsoever_Rent shalI be paid to Landlord at dle
address designated for Rent in the Basic Lease Information or such other address as Landlord may notify Tenant in
accordance with the procedure for notice set forth in this Lease.
5.4. Interest on Dellnouen~Payments. If any payment of Rent is not paid within ten (10)
b~ilJe$$ days of its due date, Tenant shall pay interest on such delinquent payment, :from the original due date of
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such delinquent payment, and on any late ebarge from the due date of such late charge, at an interest rate (the
<<Interest Rate") equal to the lesser of (a) one and one-half percent (1.5%) per month. or (b) the maximum rate
pennitted by applicable law, until such amounts are paid in full. This Section 5".4 $hall not relieve Tenmt from its
obligation to pay Rent at the times and in the manners herein specified.. Acceptance by Landlord of interest shall
not constitut~ a waiver of Tenant's default with respect to said delinquent payment. nor prevent Landlord from
exercising any other rights or remedies available to Landlord.
6. OPERATING EXPENSeS.
6.1. Pavrnent as Additional Rent. Tenant shall pay Tenant's Share (as defined in tile Basic
Lealie Infonnarion) of Operating Expeltses (as hereafter defined) as specified in the Basic Lease Information. Such
amounts shall be deemed Additional Rent due from Tenant to Landlord hereunder.
6.2. Petermination of Amounts Due.
(a) Landlord shall have the right, at its discretion, to make reasonable estimates (and to
revise any estimate from time to time, which may be mOre frequently than aunually, as it shall deem necessary) of
the amoWlts of Additional Rent to become due for Tenant's Share of Operating ~penses in any calendar year, and
to require Tenant to pay such estimated. amolltltS in equal monthly installments due lIS requiried by Section 5.3 on
the first day of each calendar month. Interest shall ac;c;rue thereon when and as required by Section 5.4. Whenever
an estimate of Additional Rent for Operating Expenses shall be revised as aforesaid, Landlord shall have the right
to increase the monthly installments thereafter to be paid. Alternatively, Landlord shall have the right to bill
Tenant at the end of each calendar year, or at such Intervals during the applicable ea.lendar YCiIr ~ LlIlldlord deems
appropriate, for Tenant' 5 Share of Operating Expenses incurred at the time of billing. In such case, Tenant shall
have ten (to) business days after receipt ofLandlord's invoice ro pay such Additional Rent, after which time
interest at the Interest Rate shall accrue.
(b) At the end of each calendar year, Landlord shall cause the actual amounts moun-cd
as Operating Expenses for such calendar year and Tenant's Share thereof due as Additional Rent to be computed.
and II reconciliation statement thereof shall be sent to Tena.t1t. Excessive payments received from Tenant-shall be
credited toward subsequent payments due as Tenant's Share of Operating Expenses (with any net excess at the end
of this Le.1Se being returned to Tenant provided Tenant is not in default hereunder). and deficits shall be paid by
Tenant on the neld due date for payment of Operating Expenses set by Landlord, (with any net deficiency at the
end of this Lease to be paid by Tenant within ten (10) business days /liter Landlord's demand therefor or, at
Landlord's option, deducted from the Security Deposit).
(c) Unless, within thirty (30) days after Tenant's receipt of LandJord's reconciliation
statement descnbed above, Tenant notifies Landlord that it disagrees with ;Landlord's calculation, specifying in
detail the basis for such assertion ("Tenant's Dispute Notice"), Landlord's reconciliation staWmentprovided to
Tenant shall be conclusive and binding upon Tenant for the period represented thereby. If TeOllD.t timely sends
Tenant's Dispute Notice to Landlord, Tenant, at Tenant's expense, shall have thiny (30) days from tIle giving of
Tenant's Dispute Notice to audit the books and records maintained by Landlord for the calculation of Operating
Expenses for the year in question. Tenant's right to audit may be conducted directly by Tenant or by an
independent certified public accountant but, in either case, shall be conducted only at the location where Landlord
maintains its books and records and only during Landlord's nonnal business houl'S of operation. Any ~us1ment
required follOWing such review shall be made in accordance with Subsection (b) above. Tenant's failure to
conduct such audit within such thirty (30) day period shall be deemed a waiver ofTe.nant'& right to.do 50, in which
case Landlord's reMneiliation state.mentshall be conclusive and binding for such caleo~ yeQ['.
(d) Tenant shllll promptly notify Landlord of tile results of lUly audit so conducted by
Tenant. Upon Landlord's receipt of notice that Tenant claims an adjustment to Tenant is duCl (an "Overcharge
Notice"), Landlord sball notify Tenant in writing within thirty (30) days ofrecelpt of the Overcharge Notice
whether or not it agrees with the detennination set forth in the Overcharge Notice. Landlord's failure to timely
notUy Tenant that it disagrees with the Overcharge Notice ("Landlord's Dispute Notice") shall be treated as if
Landlord provided notice to Tenant that it disagreed with such Overcharge Notice. If LandIard agrees with the
Overcharge Notice, adjustment shall be made as provided in Subsection (b) above. If Landlord provides Tenant
with a Landlord Dispute Notice, then Landlord and Tenant, as soon as reasonably practical thereafter,shall
endeavor to resolve the disputed charge. If they are unable to do so within thirty (30) days of Landlord's Dispute
Notice, then Landlord and Tenant shall select an independent arbitrator approved by the AmeriClUl Arbitration
Association, on wholn they reasonably agree, to resolve the dispute, which detennlnatioo shall be final and binding
OD the parties. The cost of the arbitrator shall be prorated and paid by the parties based on the percentage of the
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disputed amount that tbe arbitrator awards to each party or otherwise as directed by the arbitrator. Failure to select
an arbitrator within sixty (60) days of Landlord's Dispute Notice shall result in a resolution in Landlord's favor.
6.3. Definition ofOoemtine Expenses.
(a) When used in this Lease, "Operating Bxpen$esn shall mean all expenses and COsts of
ownership, operation, management, maintenance, repair, replacement and safety of the Building and the Common
Areas, inCluding without lirnmmon: (1) Real Estate Taxes (as hereafter defined); (2) premiums for insurance
maintained by Laodlord; (3) costs of repairs and maintenance to the Building, including periodic maintenance of
the heating, ventilating and cooling systems; (4) charges for heat, water, sewer. gas, electriCity and other utility
services not otherwise separatllly metered to tenants; (S) janitorial and sanitation services, extermination, window
washing, and trash removal (including any fines assessed to Landlord for reoyclables not properly sorted); (6) costs
of snow removal, lawn maintenance and landscaping; (7) costs for fire and security aJann systems and other
security measures including policing of parking areas; (8) management fees payable to the mlUlllging agent for the
Building and the Campus (provided. however, that if the management fees are paid to any affiliate afLandIord.
then the amount thereof to be included In Operating Expenses shall not exceed such amOunt as is customarily being
charged for similar services rendered to comparable buildings in the geographical mlU'ket within which the CamP\l$
is loCated); (9) Eisentiat Capltal Improvements (as hereafter provided in Subsection d); (10) cost of elewtor
operation and maintenance, if any; (11) personal property taxes levied On Or attributable to personal property used
in connection with the operation, management, maintenance or repair of the Common Areas or the Building; (12)
costs of licenses, permits and similar fees and charges related to operation, maintenance. repair, replacement or
registration afthe Building Or the Campus (including with respect to any underground or abovc-ground storage
tanks), other than any of the foregoing related to tenant improvements; (13) wages, salaries, bonuses and like
expenses for management llnd security personnel; (14) costs of supplies. materials and equipment (including rental
fees) used in connection with the operation. management, maintenance or repair of the Common Areas or tho
. Building; and (IS) without limiting any oftha foregoing. such olhere1<pet\Scs or charges which, in accordance
with sound accounting and management principles generally aocepted with respect to a flTst-clllSS buildmg or
corporate park:, would be construed as an Operating Expense. (The foregoing list is intended as an jJ1ustration of
items which might be included as Operating Expenses and shall not be constnJed as Landlord's commitment or
obligation to provide same,)
(b) Operating Expenses shall not include (1) costs mcuned for the account of;
separately billed to, and paid by specific tenants; (2) repairs or replacements to the extent that the cost of the same
is recovered by Landlord pursuant to original construction warranties; and (3) Landlord's cost of tenant leasehold
improvements, lease commissions and legal fees arising from lease disputes.
(c) For pUrposes herein, "Real Estate Taxes" shall consist of(l) aU real estate taxes
relating to the Building and/or the Common Al'eM; (2) all charges which may be levied in lieu ofrcal eA1atc: taxes;
(3) all assessments for municipal improvements and other govemmemal charges of any Idnd and nature for public
improvements, services, benefits, or any other PUlpose; and (4) all assessments against the Building andlorthe
Common Areas pursuant to any covenants, restrictions or easement agreements affecting the Building and/or the
Common Areas which become payable during the Term (or which become payable after the expirarion or earlier
termination hereof and are attributable in whole or in part to any period during the Term hereof), together with all
costs and expenses incurred by Landlord in good faith in contesting, resisting, or appealing any such taxes or
assessments, including, without limitation. legal fees,
(d) It; during any year. Landlord shall make an expenditure for a capita! improvement
which is an "Essential Capital Improvement" M hereafter defined, the annual amortization of such expenditure
(determined by dividing the cost of such expenditure by the useful life of the improvement determined by Landlord
in its reasonable discretion), plus llny interest OT financing charses thereon, sball be deemed an Operating Expense
for each year of such amortization period. "Essential Capital Improvemenf' as used herein means any of the
following: (1) an energy savingll device, a labor saviniS device or othCI;" installation, improvement, upit'2de or
replacement which reduces or is intended to reduce Operating Expenses, whether volWltarily undertaken or
required by any governmental authority having jurisdiction. (2) any installation, improvement, upgrade or
replacement required by any gOV~ll1tnental authority having jurisdiction or Board of Fire undern-riters (or similar
governing body) and which Landlord is obligated to provide, and (3) an installation or improvement which directly
enhances the safety of the occupann; of the Campus or tenants ofth., Building generally, whethervolW1tarily
undertaken or required by any governmental authority having jurisdiction,
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(0) To the extent practicable, all Operating Expenses will be aecounted for and
attrtbuted separately fur the Building and for the other tenant-occupied buildings of the Campus. To the extent
such allocation of an item of Operating Expenses is not practicable, allocations will be made among the Building
and other tenant-occupied buildings of the Campus proportionately among aIltbereof (based upon the respective
~are footage of each as detennined by Landlord) or eqtlaUy among all thereof or in such other proportions as
reasonably may be determined hy Landlord in the exercise ofpnuient management praCti<;cs, which determination
shall be conclusive and binding upon tenant.
(f) Notwith:itanding any provision hereof to the contrary, in the event the Building is
less than ninety-five pl!tcent (95%) occupied during all or any portion of any calendar year of tIle Term, adjustment
shall be made in computing Operating Expenses for the Build.l:ug dwing such year so that the same shafl be
computed for such year as though the Bulld/ag had been ninety-five percent (95%) occupied during such year.
7. UTILITIES. HV AC SYSTEMS AND SERVICES.
7. L Utilities.
(a) Tenant shall pay all charges for utilities used or incurred by Tel18nt at the Premises
as specified in the Basic Lease Information.
7.:2. Heatinl?;, Ventilation and Air Conditionin2 Svstems. Tenant shall have the obligations for
maintenance, repair and replacement of the heating, ventJ1ating and air conditioning ~stems (tbe"HVAC
Systems") serving the Premises as specified in the Basic Lease Information.
7.3. Snow Removal and Lawn Maintenance. Tenant shall have the obligations for snow
removal and ground maintenance to the Premises as specified in the BllSic Lease Infonnatioa
7.4. Interruotion of SeIV/c~. Landlord reserves the right, without any liability to Tenant, and
without being in default of this Lease, to intemrpt or suspend service of any of the beating, ventilating, air
conditioning, electric, sanitary, or other systems Serving the Premises or the Building, or any other services
required to be performed by Landlord under thi:; Lease, whenever and for so long as may be necessury by reason of
accident, emergencies, strikes or the making of repairs or changes which Landlord is required by this Lease or by
law to make or otherwise deems advisable, or by rellSon of difficulty in securing proper supplies of fuel, steam,
water, electricity, labor or supplies, or by reason of any other cause beyond Landlord's control, including without
limitation mechanical failure ofbuiJding systems and governmental restrictions on the use of materials or the use of
any of such systems. In each instance, however, Landlord shaIl,exercise reasonable efforts to eliminate the cause
of intemlption and to effect restoration of selVice, and shall give Tenant reasonable nonce, when practicable, prior
to the commencement of such interruption and anticipated duration thereof. Landlord shall not be liable for any
damages to Tenant resulting from Landlord's failure or inability to deliver slIlrvices as provided herein. Without
limiting the generality of the foregoing, Tenant shall not be entitled to 1lmnina1e this Lease nOr to Tcccive any
diminution or abatement of Rent or other compensation or damages nor shall this LCMe or any of the obligations of
Tenant be affected or reduced by I'Cason of any such interruption, stoppage or suspension of any such systems or
services.
8. REPAIRS AND MAINTENANCE.
8.1. ~. Tenant, at Tenant's sole cost and expense, shall maintain in good repair the
lJremises and every part thereof, including without limitation doors (personal and vehicle), exterior windows, waste
disposal and plumbing systems, dedicated:av AC Systems and zll other mechanloal eltments and building systems
serving the Premises, excluding only the following which Landlord sball maintain in good repair: roof, foundmon,
exterior walls, downspouts and gutters. Tenant shall promptly perform all repairs in II good and workmanlike
manner. To the extent repairs are required to any structural components Qr building systems serving the Premises,
Tettatit ahalllldhere to all procedures for Alterations set forth in Section 13 of this Lease.
8.2. Cle.lm Condition. Tenant shalllreep the Premises in a clean, sanitary, orderly and safe
condition to the reasonable satisfaction of Landlord and in aceordanee with any rules and regulations from time to
tim.e in effect during the Tenn of this Lease. No outside storage of any kind shall be permitted, and Landlord,
without prior notice to Tenant, shall have the right to remove any items so stored and to bill Tenant for the eost of
removal and storage as AdditiWlal Rent.
8.3. Janitorial and Trash Service. Tenant, at Tenant's sole cost and expense, shall perform all
Janitorial services for the Premises to Landlord's reasonable satisfaction and in such manner so as to maintain the
Premises as a first-class building. Tenant shall promptly remove all trash from the Premises to the dumpster
designated by Landlord for Tenant's lIIe and shall comply with all Jaws, regulations and ordinances relating to
recycling and disposal of trash generllted by Tenant at the Premises.
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9. USE ANI> COMPLIANCE WITH LAWS.
9.1. Pennitted Use. TenantshaU we the Premises only for the Permitted Use set forth in the
Basic Lease Information and uses incidentallhereto. Tenant shall not permit the P~mises to be vacant nor shall
Tenant penult the Premises to be used for any illegal purpose or in any manner which would tend to damage any
portion thereof or infe'("fere or obstruct the rights of other ten8tlts Ol' occupants of the Building.
9.2. Insurance Risks. Tenant shall not conduct any activity or permit any activity to be
eondllQed or place any equipment in or about the Premi"3 or the Building whlch would in any way increase the
rate of fire insurance or other insurance On fh.e Building.
9.3. Com'Pli8tlce with ADDUcable Laws.' Tenant sball comply with all applicable laws.
regulations. ordinances, and directives of the Federal Government, state and municipality in which the Premises are
located as well as all judicial orders and the requirements ofaDY Board of Fire Underwriters (or any otber body
exercising similar functions) as ar-e in effect during the Term of this Lease, including without limitation. those
relating to hazardo\l$ materials or substances. and occupational safety and health, and, at Tenant's sole cost and
expense, shall perform lU1y act or obligation arising ftom or as is Decccssary to achieve such compliance. At all
times during this Lease, Tenant shall maintain 'and comply with all permits, licenses or other authorizations
required by any govenunental authority or agency {or Tenanfll <x:cupanay or operations at the Premises.
9.4. Amerieans With Dillabilities Act. In amplification of Tenant's obligations under Section
9.3 above and not in limitation thereo~ Tenant shall be fully responsible for oompliance with the Americans With
Disabilities Act of 1990, as amended from time to time (the "ADA"), and for all alterations required to be made to
the Premises due to changes in or regulations under the ADA or judicial interpretations of the requirements of the
ADA or ehanges in Tenant's use ot'the Premises or in the nature ofTenaot's conduct ot'business at the Premises
(including, but not limited to, llny changes in use Or business conduct 'arising out of a sublease or assignment or
resulting in the Premises being deemed a "place of public acconunodation" under the ADA) or Alterations made by
Tenant.
9.5. Hazardous Materials.
(a) In amplification of Ten ant's obligations under Section 9.3 above and not in
limitation thereof, Tenant shall comply with all applicable environmental laws, orders, reguJatiolls, ordinances and
directives now elCisting or hereafter enacted (the "Environmental LawS") and, at Tenant's sole cost and expense.
shan perf"onn any act or obligation arising from or 8ll is necessary to achieve such compliance,
(b) Tenant shall not cause or pennit any portion of tile Premises or the Building to be
used fOr the production, storage. deposit or disposal of Hazardous Materials (as hereafter defined), nor shall Tenant
permit Hazardous Materials to ever be placed or located upon the Premises or the Building except in lluch ~
mfnimh quantities of tile types commonly tJ.sed in office and cleaning supplies, provided that same are at all time:>
used, kept and stored In full compliance with the Environmental Laws. As used herein, "Hazardous Materials"
means all substances or pollutants which are declared to be or regulated as hazardous, toxie, dangerous or polluting
substances under the Environmental LaW$ lit any time during the Term ofthJs LeUE:, including, without limitation,
asbestos, polychloril1ated byphenyles (PCBs), urea fonnaldehyde foam insulation, and petroleum products and by-
products.
(c) Tenant shall promptiynotify Landlord of any actual Or threatened lien against the
Premises and/or the Building of which Tenant becomes aware pursuant to any of the .Environmental Laws. Tenant.
at Tenant's sole cost and expense, shall promptly discharge and remove any lien arising from Tenant's violation of
l'1Il.y of tile Environmenta.l Laws, such action to be completed within thirty (30) days after Tenant first receives
notice of such lien or violation, or such shorter period oftime {frequired, (1) by the governmental agency
enfort:ing the com:ction of such violation, or (2) to prevent the holder of any such lien from forcing the sale of the
Premises and/or the Building.
9.6. Tankll. Tenant shall not bury nor place any underground or above-ground storage tanks at
the Premises and/or the Building or the land on which !l8me is located.
9.7. L8tldlord's inQuiries and lnsoectlon. Tenant sha.l1 promptly and accurately respond in
writing to all inquiries made by Landlord (in elUding without timitution requests for documents) pertaining to
Tenant's obligations wtder this Lease or use of tIle Premises. Landlord and any authorized agent Or contractor
hired by Landlord may enter the Premises at any time and from time to time fOf purposes ofinspeet:ing same and
conducting tests thereupon as Landlord deems reasonably necessary to determine that Tenant is In compliance with
this Lease, but Landlord shall not be oblig~ted to do 1l0. UnlCllls an emergenoy exists, lIS detennined by Landlord in
its sole discretion, Landlord shall notifY Tenant at least one (1) day in advance of any such inspection or testing
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and, to the extem practicable, shall conduct any such inspection or testing in such manner so as to minimize
unreasonable interference with Tenant'$ bllSinesS. The costs of such inveStigation and inspcotlon shall be included
118 an Operating Expense unles5 it is determined that Temmt is in noncompliance with this Lease, in which case
such costs shall ~ paid solely by Tenant as Additional Rent within ten (10) business days of"Landlord's demand
therefor, after which time interest at the Imerest Rate shall be applied.
9-8. NQtioo ofViohttions. Tenan~ shall promptly notify Landlord afany violation of any
applicable law which is alleged to have been committed at the Premises and shall forward to Landlord eopie5 of
any written communications, complaints, citations or other notices relating to the condition of the Premises or
compliance with applicable laws (an "Action Notioe"). Tenant promptly Shall respond to any Action Notice, cure
any violation of applicable laws and have dismihed any legal action commenced against Tenant or the Premises
to the satisfaction of Landlord. Prior to undertaking same, however, Tenaat shall propOR to Landlord its intended
course of action and proceed only with Landlord's approval of same, which shall not be deemed to be Landlord's
guarantee that sucb action u; appropriate nor impose any liability on same for Landlord.
9.9. Indemnification. In amplification of Ten ant's obligations WIder Section 16 and not in
limitation thereof: Tenant shaIl indemnitY. defend (with legal counsel selected by Landlord) and hold hannlesi$
Landlord from and against any and all claims, legal or equitable, damages for personal injury (including death) or
harm tQ property (real or personal), liabiliti~, pen~Jtics, Cmes lIIId costs (including without Iimitmon, investigation
and remediation costs, sums paid in private rlgbts of llction or in settlement of claims, legal fees, consultant fees
and expert fees) and damages in the nature Qfloss ofusc of the Premises or the 9uilding, or loss ofa sale of the
Building, arising out of or In any way connected to any condition caused or created by Tenant's failure to comply
with its obligations under this Section 9.
9.10. Sunival. The provisions of this Sectlon 9 shall survive the scheduled expiration or earlier
termination of this Lease, and, in addition to performance of the obligations hereby required, Tenant shall continue
to pay rent, even though this Lease may have been tenninated, wtil Tenant has completed the performance of all
of its obligations hel'eunder.
10. INSURANCE.
10.1. Tenant's Reauired ~verage.
(a) Tenant; lit Tenant's sole cost and expense, sl\alI carry and maintain dwing the Term
of th is Lease the following types of insurance, in the amounts and form hereinafter provided:
(1) Public Liability and Procertv Darnll2e. Comprehensive public liability
insUrance with a com bined single limit of not less than one million doJlm ($ I, 000,000) (with inflation
endol'Sement) or such larger amount as may hereafter be reasonably requested from time ~o time by Landlgrd,
insuring against any and all liability with respect to the PremiGCS or arising out of Tenant's maintmJance, use or
occupancy thereat:
(2) lJrollnt'li ProoCrtv and Imorovements. wUrance providing protection
agftinst any peril Included within the c:lassificatlon of "Fire and Extended Coverage," together with insurance
against sprinkler damage, theft, VllUdaIism and malicious mischief, cov~g all property owned by Tenant which is
located at the .PremIses, including the Tenant Improvements/Tenant's trade fixtures, merchandise and personal
. property from time to time in, or upon the Premises, and all personal property ofothors in Tenant's possession, in
an amount not less duUl the full replacement cost thereof without deduction for depreciation as may be customarily
carried by tenants of similar properties as Landlord may reasonably require from time to time.
(b) PolilW FQJ'Ql. All policies of insurance required to be carried by Tenant hereunder
shall be issued by insurance companies with genltrill policyholders' ratIng of not less than A and II fmau.c:iaJ rating
of AM or better as rated in the mOM Cl1.ll"llmt avidlilblc "Best's Insurance Guide" and qualified to do bU$iness in the
state or municipality in which the l'remise8 is located. All policies shall be hi. fann and content acceptable to
Landlord and shall nmnc LmIdlord and snch other persons or entities as Landlord specifics from time to time as
additional insureds. Bach poUcy shall provide (1) that Landlord, although named as additional insured, shall
nevertheless be entitled to recovery under !aid policy for any loss ooC8sioned byrea50n of the acts or negligence of
Tenant or tenant's officers, employees or agents, and (2) the company writing said policy shall give to Landlord
written notice not less than twenty (20) days in advat'lce of Any modification, cancellation or nonrenewal of such
WUl"llnce coverage, All policies shall be written as primary policies, not contributing with, and Dot in exccss of
coverage which Landlord may carry.
(c) Delivery of Policies. Certified oopies of such policies of insurance or certitiCZltes
thereof shall be delivered to Landlord no lilter than ten (10) days prior to Tenant's possession of the Premises, and
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thereafter no later'than thirty (30) <lays prior to the expiration of the term of such policy. As often as any such
policy shall expire or terminate, renewal or additional policies shall be procured and malntJh1ed by Tenant in like
manner md to like extML Tenant shall pennit Landlord at all reasonable times to inspect the policies of insurance
required to be maintained by Tenant hereunder.
(d) Blanket Policy. Notwithstandhtg 8l1ything to the contraIy contained within this
Section 10, Tenant'!! obligatil)ns to cany the insurance herein required may be provided through a blanket policy of
insurance carried and maintained by Ten8Qt; provided. how~er, that (1) Landlord and others hereinabove
mentioned shall be named lIS f.n i1dditional insured thereunder lIS their interests may appear, (2) the coverage
afforded LlQ:\dlord will not be reduced or diminished by reason of the use of such blanket policy of insurance, and
(3) the requirements set forth herein are satisfied.
10.2 Landlord's Reauired Cov~lle. Landlord shall procure and maintain in full force and
effect during the Tem of this Lease, a nonassessable policy of fire insurance, which insurance shall incfude
protection against those OCcurrences covered by standlU'd "extended coverage" clause. The cost of such insurance
shall be an Operating Expense. If, lulwever, the annual premiums charged to Landlord fOT such insuran.ee exceed
the standard premiwn rat~ because of Ten ant's operations or <lq\liplllcnt upon the Premises, then TenllI\t shall pay
such additio11al premium amounts as Additional Rent. If, however, as a result of Ten ant's ope:rations or equipment
Upon the Premises, Landlord is unable to obtain such insurance coverage, Landlord shall have the right to terminate
this Lellse effective on such date ilS l.andlord's.eoverage shall expire, be canceled or nonrenewed.
10.3. Waiver ofSubrollation. .
(a) Tenant, for itself and any party olaiming through or under tenant by way of
subrogation or otherwise, hereby waives any claims against Landlord and/or Landlord's Affiliates (as defined in
Section 15(c)) fur loss or damage to property covered by insurance maintained by Tenant or my party making its
claim through or under Tenant, even if such loss Or damage shall have been caused by the fault or negligence of
Landlord OT auy of Landlord's Affiliate$ Of anyone for whom they may be responsible.
(b) Lllndlord, for itself and lIny party claiming through or under Landlord .by way of
subrogation or otherwise, hereby waives any claim against Tenant, its officers, directors, partners, shareholders or
employees, for loss OT damage to property covered by insurance maintained by Landlord Or any party lIUIking its
claim tl1rough Of under Landlord, even if sllch loss or damage shall have been caused by the fault or negligence of
Tenant or anyone for whOm Tenant may be responsible. Such waiver shall not, howevec. be deemed to prevent
Landlord from declaring Tenant in default of this Lease if the action or omission giving rise to the loss or damage
also shall constitUte a default under this Lease.
(c) The waivers made pursuant to this Section 10.3 shall apply not only to loss or
damage occurring on the Premises, but for loss or damage to property which may occur in the Building, the
Common ~ and the Campu:;;. Such waivel'8 shall be effective, however, only of and with. respect to any los9 Or
damage: oocuning during such time AS the insured party's policy or poIfcles of InSl.1J'8IJCe covering said 10$$ or
damage lihalI contain a waiver of the insurer's right of subrogation and a proVi$ion to the effect that such waivw
$hllll Dot adversely affect or impair said insurance or prejudice the right of the insured to recover thereunder (the
"Validation Provision'). Landlord and Tenant ghall cause their respective insurers to inelude in their respective
policies a Validation Provision which has the same effect as the foregoing.
(d) The obligations of this Section 10.3 are mutual and shall be effective Only during
such times as Landlord at1d Tenant have in effect policies of property casualty insurance which include a
Validation Provision. Each party shall deliver to the other evidence reasonably satisfactory to the requestiDg party
of the required coverage (with Validation Provision) within ten (10) business days of the other party's request
therefor, If the wllive~ created by this Section 10.3 shall be detennined tD contravene any law with respect to
exculpatory agreements and are thereby n:ndered unenforceable, the liability of The party in question shall be
deemed not released but shall be secondary to the other's insurer.
11. FIRE OR CASUALTY.
ILl. Insured Casualty,
(a) In case of dilll1age to the Premises by a risk insured against by Landlord, Landlord,
unlesg it shall otherwise elect as hereinafter provided, shall repair the Premises to substantially the condition which
existed prior to such damage, with reasonable dispatch after receiving from Tenant written notice that damage hlU
occurred, but without obligation to do 110 until Landlord has received oonfinnation from Its insurance carrier and all
mortgag~ holding mortgages on the Building that adequate insurance proceeds will be available for repair or
reconstruction. Landlord's restoration, however, shall be of only those portions of the Premises which were
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initially provided at Landlord' s expens~ and restoratiOn of items within tl1e Premises which were not provIded at
Landlord's expense shall be Tenant's obligation.
(b) If damage to the Premises exceeds fifty percent (500A,) aflts fair market value prior
to such damage, as detennined by a repurabIe fire adjuster or contractor selected by Landlord or Landlord's insurer
(the "Damage Estimate"), then either party may terminate 1hbi Lease in the mall1ler herein provIded, in which evellt
all Rent shall abate and this Lease tenninate as of the date said damage occurred. Tenant shall notify Landlord in
writing of irn decision to terminate t:hfg Lease within thirty (30) days after delivery of rho Damage Estimate to
Tenant ("Tenant's Notie.!l Period"). Tenant's failure to terminate this Lease by written notice oftennination
delivered to Landlord within Tenant's Noti4;:c Period shall be conclusively construed as Tenant's agreement for this
Lease to continue; subject, however, to Landlord's Tight to terminate this Lease by Written notice delivered to
Tenam within thirty (30) days after the expiration of Tenant's Notice Period. If neither party terminates this Lease,
then Landlord ShllU commence restoration, and Rent Shall abate to the extent described in Subsection (c) below_
(c) If the damages are such as to render the PremisC$ untenantable, as reasonably
determined by Landlord. Rent shaJl abate in proportion to the portioo of the Premises affected by such damage or
of which Tenant has been deprived use as a result of such damage or reconstruction, as reasonably detennined by
Landlord_ Such abatement shall. Commence as of the date of such damage and end when restoratio.l1 of the
Premises is SUbstantially Completed (as dermed in Section 2.2 hereof) or Tenmt's business is totally or partially
resumed, whichever is earlier.
11.2. Uninsured Casualty. If damage or destnlction of all or any portion of the Premises and/or
the Building is not fully covered by insW'811ce proceeds received by Landlord, Landlord shall have the right to
tenninate tIlls Lease by written notice oftennination delivered to Tenant within thirty (30) days aftet" Landlord has
been Dotified In writing that said damage of destruction is not covered by insurance. In such case. this Lease shall
tenninate as of the date specified in Landlord's notice to Tenant
11.3. Mortl!lU!:ee's Ril!ht If the holder of any indebtedness secured by a mortgage oovering the
Building requires that rhe insurance proceeds be applied to such indebtedness, th~ Landlord shall have the right to
terminate this Lease by written notice aftermination delivered to Tenant within thirty (30) days after such
requirement has been made in writing upon Landlord. In such case, this Lease shall terminate as oftbe'date
specified in Landlord's notice to Tenant
11.4. DlI1l18e:e Near Bnd of Tenn. Notwith.mlnding any provision of this Lease to the contrmy,
Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage
or destruction occurs during the last year of the Tenn of this Lease (including my exercised renewal thereof), and,
in such event, Landlord shall have the Option to terminate this Lease in which case Rent shall abate as of the date
said damage occurred_
I 1.5. Tenant's Compensation/Liabilitv. In no case shall Tenant be compensated by Landlord
for damages or loss in the use of the Premises or for any inconvenience occasioned by such damage Or restoration.
Notwithstanding Section 10.3, if any damage is caused by the negligence or improper conduct of Tenant or any of
Tenant's employees, agcntlJ, contractors, licensees or invitees, Tenant $ball be responaible for all damages not
covered by insurance, including without limitation, any deductible paid by Landlord and Rent through rhe Term
hereo~ even if this Lease shall have been terminated.
12. :EMINENT DOMAIN.
12. L Teonination llil!hts. Xf such portion of tile Premises and/or the Building is condemned Of
taken by any governmental body or by' any other bOdy or agency possessing the power of condemnation lIS, in the
reasonable determination ofLandlQrd, substantially impairs the use or occupancy by Tenant of the Premises or
Landl~rd'9 ability to perfonn its obHgatiol16 under this Lease (a "Substantial Taking"), then either party shall have
the right to tenninate this Lease effective as of the date that possession is required to be surrendered to said
authority. If Landlord detonnines that a Substantial Taking is to ocour, then Landlord stulll so notifY Tenant in
writing. Either party shaIl then have the Tiebt to terminate this Lease by writtell notice delivered to the other within
sixty (60) days after delivery of Landlord's notice to Tenant of a Sub$tmtial Taking. The failure to Tenant or
Landlord to delIver termination notice within the time limit set forth above shall be oonclusively construed as such
party's agreem.ent for this Lease to continue.
12.2. Reoair and Rent Adiustment. If a Substuntial Taking is not to occur or if neither party
tenninates this I..ease under subsection 12. I above, Landlord shall promptly restore the Premises and/or the
Building to substantially the same condition prior to ~ch condemnation (less 1he portion theTeof lost in suoh
condemnation), but without obligation to do so until Landlord receives the compensation awarded to Landlord Oll
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account of such taking and eonSrmation from all mortgagees holding moltgages on the Building that the award
shall be made available to Landlord for restoration. in the event tile compensation awarded to Lmdlord is
inadequate to tUlly cover the cost of necessary repairs or restorations. LandJoni may terminate this Lease. If this
Lease is not tenninated by Landlord, then Base Rent and Te!18.l1t'lI Share shall be proportionately reduced by the
portion of the Premises and/or Building of which Tenant shall have been deprived on account of $aid
condemnation, as reasonably detennined by Landlord, such Slljustment to be effective as of the date possession is
required to be surrendered to the condemning authority.
12.3. Temporary CogdP.mnAtion. If such condemnation OT taking is for temporary \lse only, this
Lease shaH continue in full force and effect, and Tenant shall continue to comply with all of the provisions hereof:
txcept as such compliance shall be rendered imp~ible or impracticable by reason of such temporary taking. Rent
sball &ban: d\lring the course of a temporal)' taking of the premlsC$ or II portion thereof to the extent and for the
period of time that the Premises Of portion thereofso taken shall have been rendered untenantable.
12.4. Condemnation Awards. Tenant shall not be entitled to receive any part of any award or
awards tbat may be made to or received by Landlord relating to loss of the Premises and/or the Building. or any
part thereof, and Tenant hereby assigns to Landlord any share of such award as may be granted to Tenant.
Notwithstanding the foregoing, Tenant, at its sole eost and expense, may pl1J'll\Ie independent proc:eedings against
the public authority exercising the power of condemnation to prove and establish any damage Tenant may have
sustained relating to Tenant's business 8l\d relocation expenses, provided any such compensation docs not diminish
Landlord's award.
12.5. Morteaece', Riirllts. If the holder of any indebtedness secured by a mortgage covering
the Building requires that the condemnation proceeds be applied to such indebtedness, then Landlord shall have the
right to terminate this Lease by written notice oftennination delivered to Tenant within thirty (30) days after such
requirement has been made in writing upon Landlord. In such case, tbis Lease shaJl terminate as of the date
specified in Landlord's notice to Tenant.
13. ALTERATIONS.
13.1. Consent ReCluired.
(a) Tenant shall not make;my alterations, addition:. Qf improvements to the Premises
including witlw\lt limitation the building s)'ltems ("Alteration" or "Alterations") without the prior written consent
of Landlord which Landlord may withhold in its sole discretion. In no event shall any Alteration weaken the
structure of or impair the Building of which the Preml1les are a part.
(b) In connection with any request for Landlord's consent, Tenant shall deliver to
Landlord full and complete plans and specifications of me proposed Alteration. By approving any request fOl" an
Alteration. Landlord does not expressly or implicitly covenant or warrant that the plans and specifications for llUch
Alte.\'ation are accurate, safe or sufficient, or that the Wl\e comply with any applicable laws, ordinances, building
codes, zoning requirements and like regulations (the "Building Standards"). Tenant shall he solely responsible for
compliance with the Building Standwcl5 and for obtaiIling all neces:lllr)' penults and governmental approvals,
including a Certifi~e of O~panr;;y upon oompletion of the AlteratioDB, itrequired by the municipality in which
the Premises are located. All Alterations (and restoration of the Premises following removal of same when
pemlitted ar required hereunder) shall be done in a good and workmanlike manner in compliance with the Building
Standards and conditions of any penniU and approva:ls.
(c) Tenant shall reimburse Landlord for Landlord's expenses incurred (including any
engineering, architeetural or legal fees) in connection with reviewing any request by Tenant to make my Alteration
and/or coordinating the construction or removal ot such Alteration.
13.2. Removal at L~e Termination. All Alterations ,hall remain on the Premises at the
termination of this Lease and ~hal1 become the property of Landlord, unless Landlord, at the time it consented to
the Alteration, required same to be removed at the termination of this Lease, In such case, Tenant, at Tenant's sole
cost and expense, shall remove the Alteration and repair all damage resulting from such reII10val and shall restore
the affected areas to a condition rea90nably com~tible with the remainder of the Pr~ises as detennined by
Landlord or, at Landlord's option, shall pay to Landlord all costs necessary to accomplish such ~moval and
restoration.
13.3. Con1ractors and Lien Wai~.
(a) Any contractors employed by Tenant to construct any Alterations or restoration of
the Premises shall be approved by Landlord in writing and shall carry contractor's liability in,urance which covers
Landlord as additional insured, covering bodily injury in such amounts as may be customary and appropriate for
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the Alteration \Indertaken, as reasonably determined by Landlord. Tenant shall provide proof of such insurance
acceptable to Landlord prior to commencement of any work on the Premises$.
(b) Prior to commencement of any AltorQtions, Tenant shall procure waivers of
mechanics liens from all contractors and copie5 of said waivers sball be delivered to L8ndlord prior to construction
commencement. Tenant shall promptly pay and discharge all claims for labor done Or supplies fumished to
Premises.
14. SIGNS AN>> APPE~RANCE OF PRBMlSES.
14.1. Sitros. Landlord shaU provide one outside sign per Buildillg whioh shall include the nam!;
of Tenant. Landlord also shall letter the entrance door to the Premises with the Dame ofTenllnt.
14.2. Exterior. Tenant sbalJ not place or cal1$e to be placed o!ltbe exterior of the Premises, or
visible from the exterior of the Premises, or upon the roof or on any extenQI' door or wall or on any part of1he
Common Areas, any sign. awning, canopy, marqu.oc, advertising matter. decoration, lettering. or any other thing of
any kind (exclusive of the signs, if any, Which may be provided for in the Tenant Improvements), without the prior
written consent of Landlord.
14.3. Interior. Except as otherwise provided in this Section 14, Tenant shall have the right, at
its sole cost and expense, to maintain within the interior of the Premises all signs and advertising matter ~stom~
or apprDpriate in the conduct of Tel1lll1t's business; provided, however, that Tenant shall, upt)n demand of
Landlord, immediately remove any sign, advertisement, decoration, lettering or notice which Tenant has placed or
permitted to be placed in, upon, or about the Premises which is visible from the exterior of the Premises, and which
Landlord deems objectionable or offensive in Landlord's sole d.iscretion. If Tenant fails or refuses to do so.
Landlord may cnter upon the Premises and remove same at Tenant's sole (;05t and expense. Tenant shall maintain
such signs in a neat, clear and orderly conditions.
14.4. Silm RemQ\:'al for Maintenance. Landlord shall have the right at any time and from tUne
to time to remove any sign (interior or exterior) in order to paint or make repairs or alterations to the Premises.
Lll1\dlord shall have the right to charge Tenant for all costs incurred by Landlord to remove Tenant's signs at the
tenninatiol\ Or earlier expiration of this Lease and to restore the areas affected by sueh sign ..em ova! to a condition
which is compatible with the remainder of the Premises, in Landlow's reasonable di$cretion.
14.5. Windows. Tenant shal~ at IllI times, maintain the interiorwind~ of the Premises in a
neat, clean and ordedy condition. Landlord, at Tenant's expense, shall replace any broken window glass, (exterior
or interior) with comparable quality materials.
14_6. General ADDearal1Ce. Tenant acknowledget'i the appearance of the Premises affects the
value of other nearby real estate and 'that Landlord has II direct economic interest in the appearance of the Premises.
The appropriateness of such i~ms. being a matter of aesthetic judgment, shall be entirely within the discretion of
Landlord, and there shalt not be any standard or requirement of equality between the Ptetnlstls and other real esUlte
owned by Landlord.
15_ NON-LIAl3U,ITY AND INDEMNIFICATION OF LANDLORD.
.(a) Release. Tenant hereby agret!S that Landlord and Londlord's Affiliate5, shall not be
.liable to Tenant, and hereby releases Landlord and Landlord' Affiliates for aU liability to Tenant, fur injury to any
persOll (including bodily damage or death) or dampge to any property (including real or personal property, whether
by theft or any other casualry) happening in any manner in, on or about the Premises, the Building or the Common
Areas from any cause whatsoever,unless c:aused solely by the grOS5 negligence (]I' willful misconduct ofLandIord
or Landlord's Affiliates, but neither Landlord nor Landlord's Affiliates shall be liable to Tenant for any suoh
damage or loss to the extent that Tenant is compensated therefor by Tenant' s insuran~ or would have been
compensated therefor under policies whioh Tenant is required to carry under ibis Lease. In no event, howevCf,
shall Landlord Of Landlord's Affiliates be liable for eonsequential damages or for any tailS or dlU11agc ~ed by or
attributab Ie to other tenants. Tenant agrees to thl!l foregoing and makes the foregoing release On behalf of Tenant
and any party claiming a right or interest through Tenant, b1cluding without limitation Tenant's agents, contractors,
subcontractors, employees. lice11Sees or invitees (collectively, "Tenant's Agents").
(b) Indemnification. Tenant shall indemnify, defend (with legal counsel selected by
Landlord), and hold harmleSs LMdlord and Landlord's Affiliates from and against allliablli1y whatsoever which
may be imposed upon, incurred by, or asserted agaln$t Landlord and/or Landlord's Affiliates by reason of any of
the following which shilll oC(;ur during the Tenn of this Lease, or during any period prior to the Lease
Commencement Date or after the elCpiration of this Lease when Tenant may have been given possession o( 01"
access to the Premises, the Building, the Common Areas or any other part of the Campus: (1) use of the Premises,
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the Building, the Common ArellS, or any other part of the C8Ulp1lS by Tenant or Tenant's AgenTS; (2) any repairs or
Alterations or other work or act done in, on or about the Premises (including wlthout limitation as a result of defeet
in design. material or workmanship) made by, or lit the direction of Tenant or Tenant's Agents, except if such work
or act is done or pecfonned by Landlord or Landlord's Affiliates or tontractors or s\Jbcontraetors hired by Landlord
or any of LandJord's Affiliates; (3) any negligence or wrongful act or omission on the pan of Tenant 01" Tenant's
Agents; (4) any accident, injury or damage to per$ons (including; bodily injury and death) or property (real or
personal) occurring in, or about the Premises, but 1101 if caused solely by the gross negligence OT willful misconduct
of Landlord and/or Landlord's Affiliates utllelllS covered by insuraDlOC TenllIlt is required bereunder to provide; and
(5) any failure On the part of Tenant to perform or comply wi1h any provision of this Lease. Without limiting the
generality of the fOl:egoing, Temmt's obligations hereunder shall include all damages, obligations, penalties, fines,
liens, claims, reasonable fees for legal counsel selected by Landlord, investigation CO$ts, remediation costs and all
other reasonable oosta and expenses incurred by Landlord, or by its agents, employees, contractors or
subcontractors. Tenant shall not settle or compromise any such liability for which indemnification is sought
hereunder without first obtaining Landlord's prior written consent, which Landlord may withhold in its sole
discretion.
(c) The liability of Landlord and/or Landlord's Affiliates to Tenant Or lUlyonc olaiming
through Tenant shall be limited to Landlord's interest in the Building. The foregoing shall be absolute and without
exception whatsoever. When \lsed in this Lease, the term Landlord's Affiliates shall mean any entity affiliated with
LANCASTER DEVELOPMENT COMPANY through common owne1'$l1ip (including withom limitation High
Assooiate:i, Ltd., High Conmuction and High Investors), Landlord's propeny manager, and their respective
partners, offiCers, directors, shareholders, and employees.
(d) This Section 15 shall survive the termination of this Lease with respect to any
damage, injury, death or claim occurring before such termination, irrespective of when such claim is presented
against Landlord.
16. ASSrGNMENT AND SUBLEASING.
16.1. General Provisions.
(a) Tenant shall not sell, assign, transfer, mongage, pledge, or subl~ the Premises,
Or any part thereof, nor pennit occupancy of the Premises by any party other than Tenant. without Landlord's prior
written conlrent wroc;h Landlord may withhold in its sole discretion. For purposes ofth.is Lease, any merger,
c;onsolidation, or sale or transfer ofa controlling interest In Tettant (being 51% or more, whed1er accomplished in a
single transaction or in a series of transactions) or a sale tIf substantially all of the assets of Tenant shall be deemed
an assignment of this: Lease. All of the foregoing events described in this Section shall be deemed to be a
"Transfer. ..
(b) In the event that Landlord's consent is requested, Tenant shall deliver to Landlord
its request in writing along with notiee as to (I) the identity, business and fmancw condition oftbe proposed
subtenant or assignee, (2) the terms and c:oncUtions of the proposed sublease or usigument, and (3) the nature of
the use of the Premises prop4;llled by such assignee or subtenant Tenatu shall deliver such fUrther
information as Landlord milY request to make its decision.
(c) In response to eaeb request for Landlord'; COnsent to a Transfer, Landlord shall
have the option to terminate this lease, provided, however, chat if such Transfer shall be a sublease, termination
shall apply only to the portion of the Premises for which Tenant hIlS requested Landlord's consent to sublease.
Landlord may exercise such option by notice to Tenant (''Landlord's Termination Notice") delivered within sixty
(60) days of Ten ant's request for Landlord's consent Landlord's failure to timely deliver Landlord's Tennlnation
Notice shalt be deemed Landlord's waiver of such rights with respect to Tenant's request then under considccatWn.
Tenant shall have ten (l0) days after receipt of Landlord's Termination Notice to notify Landlord. in writing that
Tenant rescinds its requlCst for Landlord's consent to a Transfer,ln which eBS~ this Lease shall continue in full
fon;e and effect.. Tenant's f4ilure to tilt1ely deliver such notiee shall be deemed Tenant's assent to Landlord's
Termination Notice, in which case the Lease shall terminate as of the effeotive date intended by Tenant for such
Transfer, provided, however that If such Transfer shall be a sublease, tetlllination shall be wi1h respect Only to the
portion of the Premises for which Tenant has requested Landlord's consent to subh~ase.
(d) In fue event that Landlord consents to any Transfer, Landlord shall be provided
with Ii Written agreement evidencing same whieh is acceptable in fonn and content to Landlord and by whicb the
transferee assumes all obligations of Tenant hereunder. At Landlord's option. upon any Transfer, (1) any amounts
to be paid to Tenant in ~cess of Rent due: hereunder :;;hall be paid to Landlord without Landlord's application of
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same to Rent, and (2) the transferee shall remit directly to Landlord all rental amounts due or any consideration
paid to Tenant on account of such Transfer when as and due to be paid to Tenant. The foregoing shall apply to QDY
Transfer, even if Land-lord has not consented thereto, bllt application thereofby Landlord shall not be deemed to
relellSe Tenant of liability for failure to obtain Landlord's consent or otherwise be deemed to prejudice Landlord's
rights hereunder.
(e) No Transfer shall relieve Tenant afmy obligation under'this Lease, and lIIlY
pwported Transfer undertaken without Landlord's consent sball be void. Landlord's consent to any Transfer shall
not constitute a waiver of the necessity of such consent to any subsequent Transfer of Tenant's interest.
(t) Tenant shall pay aU of Landlord's cost and expeDiet (including reasonable fees for
legal counsel) in connection with any request for Landlord's consent required hereby.
16.2. Bsnkmntev Considerations.
(a) The prolu""bitiot\$ln this Lease against assignment or s1.1blellSe by TenllOt shaU be
construed to incl"de usignments by operation of law or by voluntary assignment or for the benefit of creditors or
which might otherwise be affected or Qccomplished by bankruptcy, receivership, attachment, execution or other
judicial process or proceeding. If any assignment for the benefit of its creditors shall be made by Tenant, or if a
voluntary of involuntary petition in blUlkruptcy or for reorganization, or for an arrangement shall be filed by or
against Tenant, or if Tenant shall be acljudicated a bankrupt or insolvent, or if 8 receiver is appointed for Tcmant or
for all or a substantial part of its property, or if any sueh l!.Sslgnment or transfer by operation or law shall occur,
then and in any such eveot, La11dlord shall have the option to immediatdy t$nninate this Lease by written notice to
Tenant
(b) Notwithstanding the foregoing, if Tenant, a$ I debtor in possession (the "DIP''), or
a trustee for the estate in bankruptcy of Tenant (the ''Trustee''), assumes this Lease and proposes to assign this
Lease, or sublet the Premises (or any portion thereof), pursuant to the provisions of the Federal Bankruptcy Code,
11 U.D.C_ Sections lot ~~.. as amended from time to time (the "Bankruptcy Code"). to any person,
partnership, corporation, or other entity (the "Proposed Assignee'') who shall have made a bona fide offer to)lCcept
an assignment of this Lease or a subletting on tenns acceptable to the DIP or the Tntst2e, then such assumption of
this Lease and any such assignment Or sublease shall be subject to all of the following:
(I) The DIP or the Trustee, as the case may be, shall give LlIDdlord written
notice, immediately after receipt by the DIP or the Trustee, as the case may be, Qf any offer to accept an assignment
or subletting oftbis Lease, but in any event no later than ten (10) days prior to the date that the DIP or the Trustee,
as the case may be. shall make application to a court of competent jwisdiction fur authority and approval to enter
into such asswnption and assignment Of subletting, which notice shall set forth; (i) the name and address of the
Proposed Assignee; (ii) all of the teoos and conditions of the Proposed Assignee's o~r; and (Iii) the adequate
assurance to be provided to Landlord to assure the Proposed Assignee's future performance under this Lease,
including, without limitation, the assurances referred to in Section 365 (b) (3) of the Bankruptcy Code. Landlord,
upon receipt of such uotice, shall have the prior right and option, to be exercised by notice to the DIP or the
Tl11Btee. as the ease may be, given at any time prior to 1he effective date of such proposed assignment or sublease,
to accept lUlllSsigmnent Qt' ~lcasc of this Lease by any other assignee or mbleassce acc;cptable to Landlord, upon
the same terms and conditions and for the same consideraticJD, it any. as the bona ruie offer made by the Proposed
Assignee, less any brokerage commissions which may be payable out oflhe consideration to be paid by such
person for the assignment of this Lease.
(2) If the Rent agreed upon bl!tween the DIP or the Trustee, as the Cl!.Se may
be, and the Proposed Assignee under any proposed assignment or sublease of the Premises (or any part thereof) is
greater than the Rent that Tenant must pay Landlord hereunder for that portion of the Premises that is subject to
such proposed assignment or sublease, or if any eQnsideration shall be receive4 by the DIP Ot the Trustee, as the
ellSe may be, in connection with any such proposed assignment OT sublease, then all such exlleSs rental or such
consideration, and any lUld all other moneys or other considerations payable to otherwise to be delivered in
lX1IlIlection with such proposed assignment Of sublease, shall be paid or delivered to Landlord, shall be and remain
the exclusive property of Landlord, and shall not constitute property of the DIP, the Trustee, or of the estate of
Tenant, as the case may be. with in the mell11ing Of the Bankruptcy Code. Any and aU moneys or other
considerations constituting Landlord's property under the preceding sentence not paid or delivered to Landlord
shall be held in trust for the benefit of Landlord and shall be promptly paid or turned over to Landlord.
(3) Any person or entity to which this Leaae 1$ assigned pursuant to the
provisions of the Bankruptcy Code shall be deemed, without further act or deed, to have assumed all of the
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obligations arising under this Lease and each oCme conditions and provisions hereofoD and after the date of such
assignment. Any such assignee shall. upon the request of Landlord, forthwith execute and deliver to Landlord an
instrument, in fonn and substance acceptable to Landlord, confim:rlng such assumption.
(4) Any proposed assignment of this Lase or sublease by the DIP or the
Trustee, as the case may be, pursuant to provisions of the Bankruptcy Code shall provide adequate assurance of
future performance unde. this L~e by the Proposed Assignee, whicb adequate assW'aIlce sltalllnclude, as a
minimum, the following: (i) any Proposed Assignee of this Lease shall deliver to Landlord a security deposit in an
amount equal to at least three (3) months Rent accruing under this Leasej (ii) an audited fwanoial statement, dated
no later than six (6) months prior to the effective date of such proposed assignment or sublease, which finmcial
statement shall show the Proposed Assignee to bave a net worth equal to at least twelve (12) months Rent accruing
under tltis Lease, or. in the altematlve, the proposed Assignee shall provide a guarantor of such Proposed
Assignee's obligations under the assignment of this Lease, which guarantor shall provide an audited financial
statement meeting the above requirements and execute and deliver to Landiord a guaranty agreement in form and
substance acceptable to Landlord; and (Hi) any ~PQsed Assignee 5hall gnmt to Landlord a security interest in
favor of Landlord in all1V.rnitw-e, fixtures, and other personal property to be used by the Proposed Assignee on the
Premises_
(c) Nothing contained in this Section sball be deemed a waiver of Landlord's other
rights or remedies Wlder tWs Lease in the event of llIlY def8ult by Tenant, nor shall the acceptance by Landlord of
any Proposed Assignee constitute a waiver of Landlord's right toex~reisl! any remedy hereunder for any default by
Tenant, the Trustee or the Proposed Assignee. This Section shall only govern the Trustee end Tenant 8ll DIP, and
any assignment or sublease pUl.'Suant to such assumption, in the event of a proceeding under the Bankruptcy Code;
it shall not apply to any assignment or sublease other than pursuant to the provisions of the Babkruptcy Code, nor
shall it in any way limit Landlor<l'~ tights to damages or other relief in a proceeding under the Bankruptcy Code-
The requiremen.ts set forth in this Section for the U$LUnption and any a5$ignment or sublease of this Lease in a
proceeding under the Banknlptcy Code are intended by Landlord and Tenant to define the minimum acceptable
requirements for any assumption of this Lea5e and any subsequent llSsigmnent or sublease thereof, and shall not
constitute B waiver of, or in any way limit, Landlord's rights to petition a court of cotnpetentjurisdiction in a
proceeding under the Bankruptcy Code for relief and protection In addition to that set forth herei.n.
17. DEFAULT OF TENANT. .
17.1. Events of Default. In addition to dernults specified in other sections of this Lease,1he
oceurrence of any of the following shall be a default by Tenant, and eaoh shall constitute an "Event ofDetault
hereunder without notice from Landlord unless expressly required herein:
(a) Tenant shall fail to pay Rent on its due date or shall wI to make any other payment
when required pursuant to this Lease (regardtess of whether or not any legal or fannal demlU1d has been made
therefor);
(b) Tenant shall fail to pay Rent when due fOT three (3) or more occasions in any
twelve (12) consecutive calendar month period (provided, however, that the foregoing shall not be constJv.ed 1UI a
limitation on Subsection (a) above or otherwise prejudice Landlord's right to bold Tenant In default for failure to
pay Rent when due);
(c) Tenant shall violate or fail to perform any of the terms, conditions, covenants or
agreements herein made by Tenant (other than those set forth in subsections 17. I (a), (b) and (d)-(h) inclusive or
where expressly declared to be an immediate default in other sections of this Lease) within thirty (30) days of
written notice from Landlord;
(d) TCll8I1t shall abandon or vacate any substantial portion of the Premises, whether or
not Tenant is in default of the payments of Rent hereunder, and such abandonment or vacation shall continue far a
period of five (5) business days after written notice thereof to Tenant by Landlord, which may be aeeomplished by
sending notice to last known address of Tenant and posting notice on the door of the Premises:
(e) Tenant shall be adjudicated a bankrupt or file a voluntary petition in any
bankruptcy or insolvency proceeding, Or if any involuntary petition in any banlauptcy or insolvency proceeding
shall be filed a.gainst Tenant and not discharged by Tenant within sixty (60) days from the date of filing;
(() Tenant shall make or ~nsent to IUl a$5ignment for the benefit of creditors or ft
cQITlmon law composition of creditors, without the prior written consent of Landlord;
(g) A receiver or trustee shall be appointed for all or substantially all oficnant's
aSllet5; and/or
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(h) Tenant shall make a transfer in frrwd of creditors.
172. Remedies. Upon the oCcurrence of any Event of Default, Landlord shall have the
following rights and remedies which shall be (;UDlulative and are in addition to any other remedies available by law
or equity:
(a) Lease Tennination. Landlord shall have the right to immediately tenninate this
Lease and all rights ofienant bereunder, in which event Tenant shall immediately surrender the Premises to
Landlord. If Tenant fails to do so, Landlord may, without notice IlD.d without prejudi~e to any other remedy
Landlord may have, enter upon and take possession of the Premises and expel or remove Tenant and its effects
without beiog liable to prosecution or any claim for damages therefor; and Tenant shall indemnity Landlord for all
loss and damages whioh Landlord may suffer by U8S0n of such termination, whether through inabllity to relet the
Premi~ or otherwise, including loss of Rent for the remainder af'the Tern and any exercised renewals.
(b) Lease Tennination and Re.llt Acceleration. Landlord shall have the right to
immediately termlnllte thi$ Lease and all rights of Tenant hereunder and to accelerate Rent in which event Tenant
shall be liable for the total of: (t) any unpaid Rent which had accmed at the time of such rennination, plus (2)
Base Rent for the then entire unexpired Term of this Lease along with aU amounts due as Additional Rent for the
then entire unexpired Tenn of this Lease which shall be capable of precise determination at the time of Landlord' s
election to ~over accelerated Rent; (3) Landlord's good faith estimate of all other amounts due as Additional Renf
for the then entire unexpired Term of this Lease which shall not he capable of precise determination as aforesaid
(and for such purpO$t'lS no estimate of any such component of Additional Rent shall be less than the amount whIch
would have been due if each such component continued at the highm moathly rate or amount in effect during the
twelve months immediately preceding the Event of DefB.u1t). For purposes of suQb. calculation the Tetm of this
Lease shall be the Tenn originally stated in the Basic L~e Information along with Iny exercised renewals thereof,
taken without regard to any early termination of the Term by virtue of an Event of DefauJt. Tenant also shall pay
any other amount necessary to compensate Landlord for all damages proximately caused by Tenant's fallure to
perfonn Tenant's obligations under this Lease or which in the Ol'dinary course of events would be likely to result
therefrom. Rent which accrued through the date ofthe Event of Default, shall include interest thereon at the
Interest Rate, and accelerated Rent thereaft&- due shall accrue interest at the Inlerest Rate tmtil paid in full.
(e) Oution to Rent.
(l) L~dloT(l, witho\lt terminating this Lease, shall have the right to enter upon
and take possession of the Premises without being liable to prosecution or any claim for damages therefor, and
Landlord may relet the Premises or any part thcreoffor such Rent and upon such tenns as Landlord deems
appropriate in its sole discretion under the circumstances, (the 'IMitigating Renf) with the right to make alterations
. and improvements to tbe Premises required by any new tenant as to place the Premises in 8. first-class rentable
condition. If an amount equal to the full Rent which would have been paid by Tenant hereunder, plus the expenses
incurred by Landlord in connection with such reletting, including without lhnitation, costs of cleaniDg, painting,
repairing or refitting the Prernises, advertising, broker fees, minicipal fees and legal fees for preparation and
negotiation oftbe replacement leue (the "Relet Cblltges"), shall not be realized by Landlord. in connectiQu with
such reletting, Tenant shall remain liable for all damages sustained by Landlord, including without limitation. any
defiCiency between the Mitigating Rent and the Rent and Relet Charges..
(2) Should that portion of the amounts received by Landlord as the Mitigating
Rent during any month be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay
such deficiency to Landlord immediately upon Landlord's demand therefor, and sucb 81tlount shall necrue interest
at the Interest Rate from the date of demand until paid in fulL Landlord shall have the right to bring suit for
collection of Rent on a monthly basis witl10ut prejudice to Landlord's right to enforce collection afRent for any
subsequent month or, at Landlord's option. may be deferred \!nt11 the expiration of the Term of this Lease, in which
event Temurt hereby llgrees that the cause of action shall not be deemed to havo accmed until the date oftbe
scheduled expiration cfthe Tenn of this L.ease.
(3) Notwithstanding any provision hereof to the contrary, Landlord shall have
no obligation or duty to relet or attempt to relet the Premises. and Landlord's failure to relet the Premises sball not
release or affect Tenant's UablIlty hereunder. Without in any WilY limiting the foregoing, Lan<ilord shall have no
obligation to relet the Premises or any portion thereof in preference or priority to any other space Landlord may
have available for rent in the Building or the Campus, and, if Landlord endeavors or does rent the Premises or any
portion thereof, it shall do so to further its own interest and shall not act as agent for Tenant with rogard to any
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economic inter~ whioh Tenant may otherwise claim with respect to the Premises unless Lendlorcl, by
supplemental written agreement, is Clontnu:lted by Tenant to do so.
(d) DisDossession. The provisions of this Section 17 sball automatically opetate as a
notice to quit (any notice to quit, or ofLandlmJ's intention to re-enter. being hereby expressly waived), and
Landlord m.ay proceed to recover possession under and by virtue of the Laws of the Commonwealth of
Pennsylvania or by suclt other proceedings, including re-entry and possession, as may be applicable.
(e) Confession ofJudlmlent.
(1) Tenant hereby empowers any prothonotary or attorney of any court of
record to appear for Tenant in any and all actions which may be brought for Rent (including ac:eelerated Rent
determined in accordance with Section 17.2(b) hereof), Additional Rent, andlorto sign for Tenant an agreement for
entering in any competent court an amicable action or actions for the recove()' of mcb Rent (including a.~celenlted
Rent determined in accordance with Seotion J 7.2(b) hereof), and in said suits or in said amicable action or actions
to confess JUdgment against Tenant for aU or any part of R.ent then due and unpaid. and fur interest at the Interest
Rate authorized by this Lease and costs of ell.for~ement, Ulgethec with Ii reasonable attorney's commission in the
amount of five percent (5%) of the amount due. Such authority shall not be exhausted by one exercise the(eof, but
judgment may be confessed as aforesaid from time to time as often lIS any of said rent shall filII due or be in arrears.
(2) Upon the expiration of the Tenn of this Lease or surrender hereof as
provided in this Lease, it shall be lawful for any attorney to appear as attorney for Tenant as; well as for all persons
claiming by, through or under Tenant and to sign an agreement for entering in .ny competent court an amicable
'action in ejectment against Tenant and all persons claiming by, through or 'Under Tenant and therein ConfeS5
Judgment for the recovery by Landlord of possession of the Premises, for which this Lease shall be its sufficient
w8ITant, whereupon, if Landlord so desires, a writ of pO$$e$$ion ot; other appropriate writ under the roles of civil
procedure then in effect may issue forthwith, without any prior writ or proceedings; provided. however. if for any
rea9(ln after such action shall have bee!n commenced, the same shall be determined and the possession of the
Premises remain in or be restored to Tenmt, Landlord shall have the right for the same default and Upon any
subsequent default or defaults. or upon the termination of this Lease under any of the Terms of this LeaJ:e to bring
one or more further amicable action or actions as hereinbefore set forth to recover posse$sion of the Premises and
confe$s judgment for the recovery of possession of the Premises u hereinabove provided.
(3) In any amicable action of ejectment and/or for Rent, Landlord shall first
cause to be filed in such action an affidavit made by it or $OmOOlle acting for it, setting forth the filetS necessary to
allthoriu the entry of judgment. of which faots such affidavit shall be conclllSive. If a true copy of this Lease (and
the truth of the copy asserted in such affidavit shall be sufficient evidence) be filed in such action. it shall not be
necessary to file the original as a warrant of attorney. any rule of Cowt, custom or practice to the contrary
notwithstanding. Tenant hereby releases to Landlord and to any and all attorneys who may appear for Tenant all
procedural errors in said proceedings and all liability therefor. Ifproceedings shall be commenced by Landlord to
recover possession under the Acts of Assembly and Rules of Civil Ptocedure, either at the end oftM Term. Or
earlier terminatioIJ ofthts Lease, or for nonpayment of Rent or any other reason, Tenant waives the right to any
notice to remove which may be required by the Landlord lUld TClWIIlt Act of 1951, lIS iID1ended (or any similar Of
successor law), and IIgrees that ten (10) days notice shall be sufficient where a longer period may be statutorily
specified.
(f) Waiver ofRedemDtion Rhmts. Tenant hereby expressly waives any and aU rights
of redemption granted by or under any present or future law in the event this Lease is tennlnated or Tenant is
evicted or dispossessed following an Event of Default.
. (g) Removal of Contents bv Landlqrd. Landlord shall have the right, with or without
tenninating this Lease, to re-enter 1he Premises and remove all porsons .nd proporty from the Premises. All
property removed by Landlord may be stored in a public warehouse or elsewhere at the! (lost of and tor the amO\1Dt
of Tenant. without service of notice or resort to legal prQCtJss (all ofwhiclt Tenant expressly waives), and Lap.dlord
.shall have no HabUity whatsoever to Twaut therefor, including without limitation liability for trespass or
conversion. No re-entry or taking possession of the Premises by Landlord pursuant to this Section 17 shall be
construed as an acceptance of is s~der oftbe Premises.or an election to tenninate this Lease unless a written
notice of such intention Is given to Tenant or unless the termination thereof is decreed by"a court of competent
jurisdiction and Tenant's liability under thi$ Lease shall continue until the Term and any exercised renewal option
would have expired and such tennination not occurred.
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(h) Sale ofTfJnant's ProDertv. Landlord may sell at public: or private sale, all Of JUly
part of Tenant's property recovered by Landlord in accordance with the foregoing Section with or without having
such property at sale. At any such sale, Landlord or its assigns may purchase unless orherwise prohibited by law.
The proceeds from any such disposition, less any and aU expenses (including legal fees) connected with the taking
ofpossessioll, holding and selling of Tenant's property, first shall be paid from the proceeds realized on such sate
and the balance applied to amounts due fa Landlord hereunder. Any surplus shall be paid to Tenant or as otherwise
required by law, and Tenant shall remain responsible for any deficiencies. In connection herewith, Landlord shall
have any and all of1he rettledies afforded to secured parties under the pr:ovisions of the Unifonn Commercial Code,
as codified in Pennsylvania.
17.3. No Waiver. No waiver by Landlord afany breach ohny covenant, condition or
agreement herein contained shall operate as a waiver of such covenant, wndition, or agreement, or of aay
subsequent breach thereof. No payment by Tenant or receipt by Landlord of a lesser llmowrt than the montbly
instalbnent of Rent herein stipulated shall be deemed to be other than on aCCOunt of Rent, nor shall any
endorsement or statement on any check or letter accompanying a check for payment of Rent be deemed an accord
and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover
the balance of such Rent or to pursue any other remedy provided in Ibis Lease_ Payment received by L8od1ord
when Tenant is in arrell1"S shall be applied as Landlord der.enninecl No re-entry by Landlord and no acceptance by
Landlord of keys from Tenant shall be c0111lidered an acceptance ofa surrender of this Lease.
17.4. Ri,:!;ht of Landlord to Cure Tenant's Default. Whenever Tenant defaults in the making of
any payment required hereinunder or in the doing of any act herein required to be made Of done by Tenartt. then
Landlord, without prior notice to Tenant, may make such payment or do such act on Tenant's behalf but sball not
be required 10 do so. All costs incurred by Landlord to satisfY Tenant's obligations, including without limitation
payment of any penalty or fine which may be imposed as a result of Tenant's failure or violation, shall be paid by
Tenant as Additional Rent within ten (10) business days of LllJ:tdlord's demand for reimbursement (unless
otherwise expressly provided herein), ll1ter which time interest shllll be applied at the Interest Rate. The making of
such payment or the taking of such action by Landlord shall not operate to CUre or waive such default by Tenant
nor prevent Landlord from exercising any other remedy available to Landlord. .
17.5 Collection EXJlenses. If Landlord consults an attorney or collection agency for the
col1ection of any sums due from Tenant or otherwise in connection with Tenant's pmWnnlllJCc herewuler, Tenant,
whether or not pnx:eedings are instituted, shall reimburse Landlord for the reasonable fees for legal counsel and
court cos~, if any, inCWTed by Landlord within ten (l0) business days of Landlord's demand for reimbursement
(unless otherwise expressly provided hereip), aftec which time interest shall be applied at the Intet'est Rate.
18. SURRENDER AT LEASE TBRMINA nON. Upon the scbeduled expiration or earlier termination
of this Lease, Tenant shall promptly surrender to Landlord the Premises, together with aU building appBnlllIS,
machinery, replacements to mechanical and other systems serving the Premises, Alterations and fIXtures (other than
Tenat1t's trade fixtures) situated thereon, except for items which Landlord, in writing, may have permitted or
required Tenant to remOve at the termination of this Lease. Tenant shall return the Premises In substantially the
same condition as the Premises were delivered to Tenant at the commeneeltlCnt of this Lease, reasonable wear and
tear accepted. Prior to surenderlng the Premises, Tenant. lit TfJnant'$ expense, shall have all carpets professionally
cleaned (by steam or chemical process), all vinyl floors waxed and all unfinished floors broom-cleaned.
19. HOLDING OVER. In the event that Tenant shall not immediately surrender the Premises on the
scheduled expiration or forfeiture earlier termination of this Lease, then. in addition to all remedies available to
Landlord for Tenant's default, Tenant, as a result of such holding over, $haU become a tenant at will, at twice the
monthly installment of Base Rent due for the last month of the Term of this Lease together with all Additional
Rent due hertlunder. and otherwise upon the tems, conditions, covenants and agreements of this Lease, except for
provisions which by their terms have expired. Tenant alsollhall be liable to LancUord for all damages which
Landlord suffers because of any holding over by Tenant (whether with or without Landlord's COWient), lUld Tenant
shall indemnify Landlord against all claims made by any other tenant or prospet<tive tenant against Landlord
resulting from delay in delivering possession of the Premises to such O~t tenant or prospective tenant.
20. SUBORDINATION. NON~DISTIJRBANCE A.ND ATTORNMENT.
20.1. Estoppel Certificate. Within flfieeo (15) days after Landlord's request, Tcnam shall
provide an estoppel certificate in recordable folnt certifYing (if such be the case) that this Lease is in full force and
effect and that there are no defenses or offsets thereto, or stating those claimed by Tenant, along with such other
information as Landlord reasonably may request. Tenant's failure to deliver such statement within the time
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required shall br: conclusIve evidence ofTenaDt's certification that this Lease is in full force md effect, that there
are no defenses or offsets thereto, and of such other inf0nn8tion as Landlord has reasonably requested.
20.2. Attornment. Tenant shallattom to any mottgagee or purchaser of the Premises.
20.3. Subordination. Tenant's rights hereunder are subordinate to the lien ohny mortgage or
mortgages, or to the lien resulting from any other method of 1in8l1clng or refinancing, or to any ground lease, now
or hereafter in force against the land of which the ~tnlses are a part, and to aU advances made or hereunder to be
made upon the security thereof. Regardless of the self--operating provision of this Section. if a prospective
mortgagee requests Tenant to sign a subordinatinn agreement, Tenant shall do so promptly.
20.4 Rights ofM0rt2lU!ee. In the event of any act or omission of Landlord which would give
Tenant the right to cancel or renuinate this Lease, or to claim a total or partial eviction, Tenant shall not exercise
such right (a) until it has given written notice of such act or omission to the holder of each mortgage and ground
lease wh'ose name and address shall have been furnished previously to Tenant in writing, mId (b) until a reuonable
period for remedying such act or omission shall bave elapsed following the giving of such notice, which reasonable
period shall not be less than the period to which Landlord would be entitled under this Lease.
11. SUBDMSION AND EASEMENTS. Tenant's use of the Premises and the Conunon Areas, ifany.
shall be subject to all covenants, conditions.. easements and res1rlctions now or hereafter affecting or encumbering
the land on which same are located. Landlord reserves ftte right to (a) subdivide the land on which the Building is
located, (b) alter the boundaries of the land on which the Building Is located, and (c) grant easements on the land
on which the Building is located, and dedicate for public use portions thereof; provided, however, that no such
grant or dedication shall materially interfere with Tenant's use of the Premises or materially reduce the type or
quality of selVices provided by Landlord under this Lease. Tenant hereby cotttlenrs, and subordinates this Lease,
to such subdivision, boundary ~vision, and/or grant or dedication of easements and agrees from time to time, at
Landlord's request, to execute, acknowledge and deliver to Landlord, in accordance with Landlord's instructions.
all documents or instruments necessary to effectuate Tenant's consent thereto.
22 ADDITIONAl,. INSTRUMENTS. Tenant, at the request of Landlord. shall execute such additional
instruments and further assurances as Landlord's mortgagee may requeit from time to time OT as may be required
by Landlord.
23. LIMITED A ]TORNEY-IN-FACT. In the event Tenant shalL fail to execute any such instruments or
.cenificates to carry out the intent of Subsections ~O.l, 20.2~ 20.3, 20.4,21 or 22 wIthin fifteen (IS) days of
Landlord's written request to execute such instruments or certificates, then Tenant hereby irrevocably appoints
Landlord as attorney-in-fact for Tenant with &11 power and authority to execute and deliver in the Dame of Tenant
any such instruments or certificates.
24. LANDLORD'S COVENANT OF OUlET ENJOYMENT. Landlord covenants and warrants that
Tenant, and all those claiming through Tenant, sball bave quiet and peooeable enjoyment of the Premises by and
through Laodlord provided Tenant. and all those claiming through Tenant, are not in default of1his Lease.
2S. LANDLORD RIGHT OF ENTRY. Landlord shall have the right, during the last six (6) months of
the Term, to place on any portion of the Premises sitns or billboards indicating that the Premises are "P or Sale" or
"For Rent,>> but such signs shaD be of such size and so placed as not to matorially interfere with. Tenant's
occupancy. At all times during this Lease, Landlor~ upon reasonable notice to Tenant, shall be admitted to the
Premises at reasonable hours of the day to view the Premises, including without limitation, the right to show the
Premises to prospective pw-chaaers, mortgagees, tenants or contractors.
26. roORT TO RELOCATE TENANT. At any time and from time to time after Tenant's execution of
this Lease, Landlord shall have the right, upon providing Tenant thirty (30) days notice in writing, to relocate
Tenatlt to reasonably sImilar space elsewhere in the Building or other building wi1b1n the Campus, of
approximately the same size as the Premises and to move Tenant to said space. In. the event that Landlord shall
e~clse such right subsequent to the actual occupancy of the Premises by Tenant, Landlord shall arrange for
moving Tenant and shall pay the costs of moving Tenant to such new space, including the cost of new stationery to
replace Tenant's existing supply and utility cOlUlection fees. Following any such relocation, this Lease, and each
and all of the terms and covenants and conditions hereof, shall remain in full force and effect and thereupon be
deemed applicable to such new space except that a revised floor plan shaU become part of this teas! and shall
reflect the location of the new spa~e. Tenant's Share and Base Rent sball be adjusted to reflect the size of the new
premises, but such adjustment shall not inoreas~ the BIlS! Rent by more than five percent (5%), regardless of the
size of the substituted premises. Should Tenant refuse to move to such new space at the end of said thirty (30) day
period, Landlord shall have the right, in addition to exercising any other remedies provided in this Lease, to
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terminate this Lease by notice given to Tenant in writing within ten (10) days following the expiration oftbe
aforesaid thirty (30) ~y period, which termination shall be effective as of the date specified in Landlol'(l's notice.
Tenant shaH continue to pay Ront and perfonn all of its obligatiOttS hereunder until tennination of this Lease.
27. RULES AND REGULATIONS. At all times during the Tenu, Tenant shall comply with all rules
and regulations for the Building as set forth in Exhibit B attached hereto and mad., a part hen;o~ together with such.
amendments and supplements thereto as Landlord may from time to time reasonably adopt. Tenant shall at all
times comply and cause its officers, employees. contractors, invitees and licensees to comply with any rules and
regulations as Landlord may from time to time adopt.
28. FINANCIAL STATEMENTS. Tenanm shall, at the requegt of the Landlord, furnish its cutTent
financial mrte(I1ents certified by an independent public accountant, and, if' applicable, sucb annual ot" quarterly
reports as Tenant may file with the Securities and Exchange Commission or any other government agency. Such
financial statements shall be prepared in accordance with genemtly accepted acOOWlting principles.
29. CORPORATEIPARTNBRSHIP AlITHORtTY. Tenant represents that the undersigned officer(s) or
partner(s) have been duly authorized to enter Into this Lease and that the exec;ution lIlld oonsummation of this Lease
by Tenant does not and shall not violate any provision of any bylaws, certificiue of Incorporation, partnership
agreement, or other agreement, order, judgment, governmental regulation or any other obligations to which Tenant
is a party or iSllUbject..
30. BROKER. Tenant wamnts that it has had no d\scu$!Uon, negotiations and/or other dealings with
any real esbUe broker or agent other than the broker Identified in the Basic Lease Infonnation, if any ("Broker''), in
connection with the negotiation of this LellSe. Tenant knows of no other feal estate broker or agent who is or may
be entitled. to any commission or finder's fee in connection with tlili Lease. Temwt agrees to indemnify, defend
and hold Landlord harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments,
costs and expenses (including without limitation, fees for legal counsel and cost!l) witb respect to any leasing
commission or equivalent compensation alleged to be owing on account of Tenant's discussions, n~gotiations
andlor dealings with any real estate broker or agent other than Broker. This Section is not intended to benefit any
third parties and shall not be deemed to give any rlgh~ to brokers or finders. Landlord. shall pay any commission
owing to Broker with respect to this Lease pursuant to a separate agreement or agreeroents entered with Broker.
Abse{1t written notice from Tenant to Landlord prior to the iJl.itiation of any discussions cQllcemmg the expansion
or extension of Temmt's interest under this Lease, Broker's right to compensation of any kind shall be limited to
that related to the initial Term.
31. CHANGE IN OWNERSffiP. In the event that the Building of which the Premises is a part is sold,
or in the event of any change of legal title or eq,uitable ownership thereof. all obligations and rights of Landlord
hereunder shall be transferred to such purchaser or assignee, and Landlord's obligatioD$ shall tenninate and
Landlord shall be released and relieved from allliabillty and responsiblllty to Tenant Tenant shall look solely to
suoh purchaser or assignee for the performance of said obligations or for the enforcement thereof Eaeh purchaser
of 8ssi8nee shall in turn have like privileges of sale, assignment and release.
32. SUCCBSSORS AND ASSIGNS. This Lease lIhatl inute to the benefit of and shall bind the hem.
5UCcessors and pennittr:d assigns of the partie5 hereto to the extent that such rights hereunder may succeed and be
assigned according to the terms hereof.
33. DESCRIPTIVE HEADINGS. The descriptive headings of the sections are inserted for convenience
only and shall not control or affect the meaning or construction of any of its provisions.
34. SERVICE OF NOTICE. All notices, demands of communications required by this Lease shall be in
writins and shall be effective only if sent by United States certified mai~ retU1't1 receipt requested or overnight mail
depotited with a nationaUy recognized eanier with a receipt therefor. Notices shall be addressed to the other party
at the addresses $Ell forth in the Basic Lease Information, or at such other address as either party may have
furnisbed to the other in accQl"Oance with this Sevnon. Any notice so provided shall be deemed to have been
deUvered upon the earlier of (a) actual ~ceipt, or (b) two (2) days after mailing by certified mail. return receipt
requested. or (c) one (1) day after depositing with a nationally recognized carner.
35- SEVERABILITY. If any term, covenant, condition of provision of this Lease, or the application
thereof to any person or circumstance, shall to any extent.b~ held by a court of competel1t jurisdiction to be invalid,
void or unenforceable, the remainder oft1\e terms, covenants, conditions or provisions of this Leaso, or the
application thereof to any petson or circumstance, shall remain in full foree and effect and shall in no way be
affected. impaired or invalidated.
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36. TIME. Time is of the essence of every provision hereto. NotwltlllatAndjng the foregoing, Lmdlord
shall not be liable for any delays caused by events beyond Landlard's control ("Force M~eure"), and any time
litnit provided herein or in the Work Agreement, if any, for the amount of any delay attributable to Force Majeure
automatically tihall be extended for the lll110W1t of any delay attributable to Force ~eure. Force M.ajeure shall
include withoot limitation acts of God. strikes. lock-outs, riot or civil commotion, acts of war, fire or other casualty.
requirements of governing authorities or inabUity to obtain neceSsary govenunental pennits and approvals.
37. ENTIRE AGREEMENT AND GOVERNING LAW. This Lease is the entire agreement of Landlord
and Tenant and shan be governed and C011SttUed in accordance with the laws oCthe Commonwealth of
Pennsylvania. This Lease shall not be amen~d UtJlcs$ by written agreement signed by Landlord and Tenant.
38. CONSOLIDATION AND COUNTERPARTS. This Piltt II along with the accompanying Part I
constitute one agreement and may be signed in any nwnbcr of counte1'parts. each of which shall be an original and
aU of which together constitute one agreement binding on the parties hereto.
39. WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT EACH WAIVE TRIAL BY JURY
IN ANY ACTION. PROCEEDING OR COUNTERCLAIM BROUGHT BY EITlffiR OF nm PARTIES
AGAINST TIIE OTI:tER ON ANY MA TIER WHATSOEVER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH TIllS LEASE. THE RELA TIONSffiP OF LANDLORD AND TENANT, TENANT'S USE
AND OCCUPANCY OF UIE PREMISRS, AND/OR. ANY CLAIM OF INJURY OR DAMAGE. IN THE
EVENT LANDLORD COMMENCES ANY SUMMARY PROCElIDING FOR NONPAYMENT OF RENT,
TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION IN ANY
SUCH PROCEEDING.
IN WITNESS WHEREOF, and intending 10 be legally bound,. Landlord and Tttant have caused
this Lease to be signed by their duly authorized officers or agents under seal, the day and year first above written.
LANDLORD
LANCASTER DEVELOPMENT COMPANY
~~:Z~/4f1J7"
Date
By ~
Print . II1Uliff c. FirztJ:u..;J
Title: S8n1DrllJc:n Pre8ldent
mNANT
ENGLE BUSINESS EQUIPMENT. INC.
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EXHIBIT C
~PECIFICATIONS FORH.V.A.C_ MAINTENANCE AGREEMENT
The scheduled maintenance for servicing HV AC Systems are set forth below:
Heat Pumps! Air Conditioninl! Units
Filter change
Quarterly
Pressures ofreftigerant
Biannually
Lubricate
Biannually
Belt condition of air hi\lldl~
Annually
Check electrical connections
Annually
GaslOil Furnaces
Change filter if applicable
Biannually
Adjust firing rate on nozzles
Annually
Lubricate appropriate points
Annually
Annually
Check beh tension and conditions
(replace ifnecessary)
Clean and calibrate
Annually
Check electrical and pipe
connectioDs
Annually
Change oil filters on pumps
Annually
ff/25/'tt
Date
P.M SJ-i:
Tenant's Initials
~
Landlord's Initials
26
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EXInBlT D
MINlMUM LAWN CARE AND SNOW REMOVAL RBOUJ.R.EMBNTS
LAWN CARE:
Established turf area on all properties are to be unifonnly green during the growing season and
maintained at a height of2-3". Prior to cutting, the grass is to reach a height of no more than 5 - 6"- iliass
clippings are to be removed frequently enough to maintain a thatch of no more than one inch.
All trees and shrub, are to be neatly trimmed and shaped as nec~sary in Landlord's sole
discretion to present a well groomed appearance. Mutch beds are to be neatly edged, top dressed annually with 2"
of fresh mu1ch, and weed free.
SNOW REMOVAL:
AU sidewalks are to be shoveled free snow and ice within twelve (12) hours after the snow fall
has stopped. or twelve (12) hours after the time that governmental authorities have ended restrictions on travel for
nonemergency vehicles if ~uch restrictions have been imposed. All driveways and parking lots shall be plowed if
snow aecumulates more than two (2) indies. A11 anti-sk.id material such as cinders or rice stone shall be applied to
icy areas and inclines to reduce the risk off accidents. The use of any salt (NaCL) is strk:tly prohibited on concrete
sidewalks, and Tenant shall be responsible for ,any damage from use of same. POtassiUUl chloride is permitted as
an ice melting agent for Tenant's use if Temlllt desires to use ice melting agents or is required by the Lease to
perform such services.
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Date I
({ AA $-C.
Tenant' s Initia'~
4Hf-'
Landlord's Initials
27
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1r.YR"I1UT E
RULES AND REGULATIONS
[Unless otherwise provided her~in, capitalized terms shall have the defmition. provided In the Lease}
I. No part or the whole of whole of the sidewalks, plaza areas, passages, cowts, stairways, corridors or halls of
the Building or land which the Building is located (herein. the "Property") shall be obstructed or encumbered
by any tenant or used for any pUJPose other than ingress and egress to and from the space leased to such
tenant.
2. No awnings or other projections shall be attached to the outside walls or windows of the Building. No
curtains, bllnds, shades, or screens sball be attached to or hung in, or used in connection with, any window Or
door of1he space leased to any tenant other than those specified or supplied by Landlord. In the event such
shades or screens are specified or supplied by Landlord, removal of same at MY time is prohibited.
3. No sign, advertisement, object, notice of other lettering shall be exhibited, inscribed, painted, or affixed on any
part of the outside or inside of the space leased to tenant so as to be visible from the exterior. withaut
Landlord's prior written approval.
4. No showcase or other articles shall be put in front of or affIXed to any plltt of the exterior of the Building.
5. The water and wash closets and other plumbing fixtures shilll not be used for any purposes other than those for
which they were constructed, and no sweepings, rubbish., rags, or other substances (including. without
limitation, coffee grounds) Shall be thrown therein. All damage resulting from any misuse of the plumbing
fixtures shall be the expense of the tenant who, or whose agents, employees, visitors, licensees, contractors or
suppliers, shall have caused such damage.
O. No tenant, nor- any of its agents. employees, visitors, licensees, contractors or suppliers of such tenant, shall lit
any time bring or keep upon the space leased to such tenant or any other portion of the Building, any
flammable, combustible or explosive fluid, chemical or substance without Landlord's prior written approval,
and each tenant shall obey alt fire regulations and procedures gOVenling the space leased to such tenant and the
Building.
7. No tenant shAU mark. paper. paint, bore into, mllke any alterations or additions to, or in any way'l3ef.ace any
part, including equipment and fixtul'es.. of the space leased to such tenant of the Building without Landlord's
prior approval No wires shall be installed except in conduits. duct5 or outlets established for that purpose,
unless Landlord's prior written approval hll! been obtained. If any tenant desires to install any t1l)Of covering
other than carpeting, then, subject to Landlord'li prior written approval, suoh floor covering shall be Installed
in accordance with the manufRctm'er's specifications.
&. No cooking shall be done or pemt.ltted by any tenant in the space leased to such tenant or in the Building,
without Landlord's prior written approvi1l, provided, however, that the heating, refrigerating and preparing of
bevemges and light $1lacks for employees shall be permitted if appropriate facilities llnd equipment exist for
such purpose.
9. No tenant shall cause to permit any unusual or objectionable odors to be produced upon or emanate from the
space leased to suM tenant.
10. Neither the whole nor lII1Y part of tile space leased to any tCMl1t shall be used .ror sale of merchandise. goods,
or property, without Landlord's prior written approvll1.
28
1 I. NQ tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or Interfere with
other tenants or occupants oftha Building or neighboring buildings whether by the use of any musical
instrument, radio, television set, other audio device, unmusical no1!lO, whi.umg, singing, or in my O1herway.
Nothing shall be thrown ont of any doors, windows, or down any passageways or stairs of the Building.
12. All moving of safes, freight, furniture or bulky matter of any description to and from the space leased by any
tenant shall only take place within the confines of specified p8S5ageways or sta.irs. and during the hours
designated by Landlord. No hand trucks, except those equipped wilh robber tires. shall be used in any space
leased by tenant nor in the interior walkways of the Building either by tenant or by jobbers or othel'$ in the
detivel)' or receipt ofmercbandise.
13. No tenant shall use or occupy or permit any portion of the space leased to such tenant to be used or occupied
l1S an employment bureau or for the stor~e. manufacture or sale of liquor, narcotics or Ulegal drugs, weapons
or materials deemed pomoSfaphic in Landlord's sole discretion.
14. Landlord shall have the rigbt to prohibIt advertising by any tenant which, in Landlord's opinion. tends to
impair the reputation of the Building, and upon notice from Landlord. such tenant shall refrain from or
discontinue such advertising.
15. No spliCe teased to any tenant shalt be used" or pennitred to be used, for lodging or sleeping or for any immoral
or illegal purpose.
16. The rtqui\"el11ents of tenants shall be attended to only upon written application to the office of Landlord.
. Building employees shall Dot be required to perform, and shall DOt be requested by any tenant to perform, any
"Work outside of their regular duties, unless under specific instructions from the office of Landlord or the
....building management.
17'diCanvassing. soliciting, and peddling in the Building are prohibited, and each tenant shall cooperate to pn:vent
;the same.
18. No animals of any kind (other than guide dogs for the vUually impaired) ~balI be brought into or kept about
the Building by any tenant.
19. No tenant shall install or pel'tl;llt or aUow installation of a television, radio, or two-way radio antenna, or any
other similar anteon.a. on the roo~ in the windows or upon the exterior of the Building without Landlord's
prior written approval.
20. No tenlll1l: shall tie into, or petmit other:s to tie into, the water supply serving the space leased to sUGh. tenant or
the Building without Landlord.'s prior written approval.
21. No tenant shall remove, alt~ Ot replace the building 5tandard oeiling light diffusers in any portion oftbe space
leased to such tenant without LandIord's prior written approval.
22. Except for purposes of emergency, notices, posters, or advertising media shall not be affixed on the interior or
exterior of the building.
23. Business machines and mechanical equipment belonging to tenant which cause noIse or vibration that roay be
transmitted to the stnJcture of the Building or to any $pace therein to such a degree to be objectionable to
Landlord or to any tenant in the Building shall be installed and maintamed by a such tenant/owner's expense
on vibration eli:ini%lators or other devices sufficient to eliminate such noise and vibnrtion.
29
24. Tenant shall immediately notifY the building management of any serious breakage, fire or disorder which
comes to its attention in the space leased to suoh tenant ~r in any other pottion of the Building.
25. Tenant shall apply, at tenlll1t' $ cost, such reasonable pest extermination measures as Is necessary to mainraitt
the space leased to suoh tenant free fl:om iJueets, vermin, ami other pests.
26. Tenant shall not bum any 1rash or gatbage of any kind in or about the space leased to such tenant or in the
Building.
27. Tenant shall not pennit the use or placement of door mats or tbe like on the exterior of any entrance door to
the space leased to such tenant
28. Tenant shall not re-key the space leased to such Ten8J1t without the prior writ1Bn coment of Landlord and
provision to Landlord of the new keys.
29. For purposes of these Rules and Regulations, the ~'building mMagement" shall mean the representatives of
Landlord duly designated to manage the Building.
30. Landlord reserves the right to rescind, amend, alter or waiver any of the foregoing Rules and Regulations at
any time when. in its judgment, it deenu sueh action necessary, desirable or proper for its best interest and for
the best interests of tenants, and no such rescission, lIDlendment, alteration or waiver of any Rule or Regulation
In favor of one tenant shall opemte as an alteration or waiver in favor Qf any other tenant.
31. Landlord shall not be responsible to MY tenant for the non-observance or violation by any other tenant of my
Qfthese Rules and Regulations at any time.
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Tenant's Initials
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!;XHIBtT A
LANCASTER ;sa;lOPM~NT ~.t~it2uorl::;c
BY'
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BY
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L. ASSIGNMENT OF l..EASE\..-.-
TillS AGREEMENT made 'Ibis ~rJ day of ~beJJ , :ZOOt, by and between ENGLE
BUSINESS SYSTEMS, INC., ("Assignor") and ENGLE ACQUISITION LLC, having its prinoipaJ place of
business at 910 North HlUlover Street, P.O. Box 403. Elizabethtown, Pennsylvania 17022-0403, ("Assignee").
WHEREAS, the Assignor lease~ ceJ1Rin premises known as Suite$ J 02 and 103 of 4940 Ritter Road,
Mechanicsburg, PennsYlvania, 17055 from LANCASTER DEVELOPMENT COMPANY, a P~IIIlllylvania lhnited
partnership ("Landlord") pursuant to B Lease Agreement dated August 25, 1998, ("Lease"); and
WHEREAS, the Assignor deshes to assign all of their rights, title and interest in and to said Lease to
Assignee, subject to the terms of said Lease and this A.greement.
NOW, THEREFORE, in consideration of One ($1.00) Dollar, and for other good and valuable
consideration, the receipt of whicb js acknowledged, and intending to be legally bound hereby, the parties agree a.$
follows:
1. d!M..t~ aSSign to Assignee all of their rights, title and interest in said Lease effective at any
time on or after ,;;,/ ~MI ' and Assignee agrees to accept 8l1ch assignm.ent from Assignor.
2. Assignee assumes aud agrees fa.lt:hfu11y to discharge each and every of the covenants, conditions,
and duties ("obligations") ofrhe Assignor under said LeBbe.
3. Assignee shall indemnity and hold Assignor harmless from any liability or expense arising from
the obligations assumed by AS$ignee Pl.11'SUal1t to this Agreement.
4. Except as set fOJ1h in this Agreetnent, nothing in this Agreement shall be deemed to waiver or
modifY any of the provisions of the Lease.
S. The provisions of this Agreement shall bind and ensure to the benefit of the heirs, representatives,
SUccessors and assigns oftbe parties hereto.
written.
IN WITNEss WHEREOF, the parties have hereunto set their hands and seals the day and year above first
"Assignor"
ENGLE BUSINESS SYSTEMS, INC.
&y-, Jr~
"Assignee"
LANCASTER DEVELOPMENT COMPANY co
Assumption.
o the foregoing UJ1.CQnditional Assignment and
LANDLORD
LANCASTER DEVELOPMENT COMPANY,
A Pennsylvania Limited Partnership
By: High General corporation,
sole Genenl Partner
By
Title:
_ .. ..r .
L AMENDMENT N1 TO THL.~LEASE
RENEWAL AMENDMENT
_. Agreement made this g! day of oohb~ ,2003, between LANCASTER
DEVELOPMENT COMPANY, 8 Penmylvania LiJIDted Partnership ("Landlord") and ENGLE ACQUISITION
LLC, ("Tenant").
BACKGROuND
A. Tenant and Landlord entered into a lease dated August 2S, 1998, and assiBned OCtOber 2, 2001. wherein
Tenant leased 1,930 square feet of 4940 Ritter Road, Suites 102 and 103, (the "Building"), Lancaster. Pennsylvania.
The aforesaid lease is herein referred to as the "Lease."
B. Tenant desires to renew said Lease as set forth herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:
1. Etfective fer the period September 1,2003 through August 31, 2000 (August 31, 2006 being the
expiration date of the additional term), the premises leased under the Lease (the "Premises") shall be extended for an
additional ~nn of1in'ee (3) years.
2. During the abovHtated period applicable to the renewal term, aU the tenus and conditions of the
original Lease shall remain in twl furce and effect subject to thl' following:
The parties to the above referenced Lease amend Part I. Sections 8,9, 10, 14, and IS, as follows:
IS. Base Rent Over Term:
Three (3) Years.
September 1, 2003
August 31. 2006
September 1, 2003 to August 31, 2004 - $2,010.42 - $12.50 PSF
Sept~mber 1,2004 to August 31,2005 - $2,071.53 - $12.88 PSF
September 1.2005 to August 31, 2006 - $2,134.26 - $13.27 PSF
$74,594.52
8. Term:
9. Term COIJUtl.encement
10. Bxpitation Date:
14. MODthlyB~ Rent:
i)" IN WfI'NESS WHEREOF, the parties, intending to be legally bound, have signed this Amendment as oft be
O/f!:;EM day of ()c..-f4.b1:tA- J 2003.
LANDLORD
LANCASTER DEVBLOPMENT COMPANY
~ Pennsylvania Limited Partnership,
By: }{igh General Corporation,
sole General Partner
BY: ~
'fENANT Vice President-Ooerations
ENGLE ACQillSITION LLC
BY'~
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By:
Title:
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SHERIFF'S RETURN - OUT OF COUNTY
"\ CASE NO: 2006-06093 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
LANCASTER DEVELOPMENT COMPANY
VS
ENGLE ACQUISITION LLC
R. Thomas Kline
, Sheriff or Deputy Sheriff who being
duly sworn according to law, says, that he made a diligent search and
and inquiry for the within named DEFENDANT
, to wit:
ENGLE ACQUISITION LLC
but was unable to locate Them
in his bailiwick. He therefore
deputized the sheriff of LANCASTER
County, Pennsylvania, to
serve the within NOTC & COMP CONF JUDGMENT
On November 22nd, 2006 , this office was J_n receipt of the
attached return from LANCASTER
Sheriff's Costs:
Docketing
Out of County
Surcharge
Dep Lancaster Co
Postage
_,~._--:;:.:r
So
18.00
9.00
10.00
58.52
1.98
97.50 J 11130J/)(~ ,l
11/22/2006 't-
MCNEES WALLACE NURICK
County
Sworn and subscribe to before me
this
day of
A.D.
.
SHER~FF'~. OFF=lC1E:
3:
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50 NOR~rl DUKE STREET, PO BO:< 1334fO, LANCASTER PENt'.JSYLV,\NI,~ 17(:0.3-348:' · ('17) ~239-8200
---.------ -~-- - ---- -------- '---J- - ~ ---- ----..---- -- --.-
SHERIFF SERVICE PI_EASI: TYPE OR IPRINT LEGIBLY.
PROCESS RECEIPT, and AFFIDAVIT OF RETURN . DO NOT IJ ETJ\CH ANY COPIES.
---------~------ -------------;2- COlJR--NUM~-
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1 PLAINTIFF/SI
_Lancaster Deve~opment Company
3 DEFENDANTISI
Engle Acquisition, LLC
SERVE {5 NAME OF INDIVIDUAL COMPANY CORPORATION ETC TO BE SERVED
~ Engle Acquisition, LLC
..",.. 6 ADDRESS (Street or RFD Apartment No City, Boro, Twp State and ZIP Code)
AT 910 North Hanover Street, Elizabethtown
7 INDICATE UNUSUAL SERVICE: C DEPUTIZE ::J OTHER
Now, Nov 7 20 G.L.- , I, SHERIFF OF L A~.L~~~~~c}UNTY, PA" dO~lers;by~putizethe Sheriff of
Lancaster County to execute this Writ-~~l'eturn thereof ~~g
to law. This deputation being made at the request and risk of the plaintiff ~~~~e..~-C ~.:,
SHERIH OF . '~=-=11 COJ TY
8. SPECIAL INSTRUCTIONS OR OTHER INFORMATION THAT WILL ASSIST IN EXPEDITING SERVICE: LU110erl.and
06-6093 civil
. ______~u l,YPEC).f,.w~ij CQ,t...1Pl-AINT ,
RULe L~~~.L NOtlCe, Complalnt
___-.L~~onf~~sion of Judqment
Please mail return of service to Cumberland County Sheriff. Thank you.
NOTE ONL Y APPLICABLE ON WRIT OF EXECUTION: N.B. WAIVER OF WATCHMAN - Any deputy sher'lff levying upon or attaching allY property under
within wnt may leave same without.'! watchman, In custody of whomever is found In posseSSion, after notifYing person of levy or attachment. without lIatllllty on
the part of such deputy or the sheriff to any plaintiff herein for any loss, destruction or removal of any such propel1y before sheriff's sale thereo"
9. SIGNATU E ,f ATTORNE~ or othe} OX= 10 TELEPHONE NUMBER [" DATE
" -rn U 232-8000 October
12. S,END ICE OF SERVI E COPY TO NAME AND ADDRESS BELOW: (This area must be completed if notice is to be mailed)
Klmberly M. Colonna, Esq. of McNees Wallace & Nurick LLC
P.O. Box 1166, Harrisburg, PA 17108
It) It 'tfc/Ie r
24,2006
SPACE BELOW FOR USE OF SHERIFF ONLY - DO NOlT WRITE BELOW THIS LINE
NAME of Authorized LCSO Deputy or Clerk 14 Date Received'=r 5 E Kplratlon/Heanng date
13 I acknowledge receipt of the wnt. l
or complaint as indicated above r ,. 11 IR IOn .. 11 11 7 IOn
16 I hereby CERTIFY and RETURN that I [J have personally served, I
"Remarks". the wrrt occomplaint described on the individual, co ny, corporation etc ,at the address showT' above or aT' the 'nd!..,dual. cOllpany cor.
poratlon. etc. at the address Inserted below by handing a TRUE and A ESTED COpy thereof
" ATTEMPTS -E\~I;~)~tl Dot.
24 Advance Costs Lervlce Costs
R 3/ ttf?,7 J 50 00
Commonwealth of Pennsylvania
17 "1 hereby certify and return a NOT FOUND because I am unable to locate the IndiVidual company corporation e~c named :'Ibove (~;ee remarks below:
1~Je. and title ~.ndiVid~~1 se;ved (if not ....,.0. wn above) (~. lationshlp to.Defend~t) ~:_ No Service ------
_ h:..l"\II'Y}_~~~ . l '_ SJro-c~' X'('" .-L-~ Remark', Below (No 30) _
20 Address of where served (complete only If Iffe entthan shown above) (Street orRF Apartment No City Bora Twp ~12' Dale 0' Sery ~Tlme
S"" Md Z'p Cod., IIlqlCle I '5~()rf-jE
I I c-~
Miles Dep In! I Dat~lMlles Dep 1Pr\e I
Mileage/Postage/N F 28 Total Costs 29
((P.b~ 53,.52-
Dep. Int.
COST DUE OR REFUND
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S A.
NOTARiAL SEAL
PATRICIA A. DEIHL Notary Public
Lancaster City, Lancaster County
My CommiGClon Expires Julv 13, 2009
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LANCASTER DEVELOPMENT
COMPANY,
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
Plaintiff
v.
NO. 06-6093
ENGLE ACQUISITION, LLC,
Defendant
CIVIL ACTION - LAW
PRAECIPE FOR WRIT OF EXECUTION
UPON A CONFESSED JUDGMENT
To the Prothonotary of Cumberland County:
Issues a writ of execution upon a judgment entered by confession in the above
matter,
(1) directed to the sheriff of LANCASTER County;
(2) against Engle Acquisition, LLC, defendant;
(3) and index this writ against Engle Acquisition, LLC
(4) Amount due: Principal
Late Charges
I nterest from 10/18/06
Attorneys Fees
Subtotal
Costs (to be added)
$ 14,264.77
$ 1,102.56
$ 143.23
$ 768.37
$ 16,135.70
$
TOTAL $
and direct the Sheriff of Lancaster County to proceed to levy upon any and all personal
property of the Defendant located at 910 North Hanover Street, Elizabethtown,
Lancaster County, Pennsylvania.
..
~
Certification
I certify that:
(a) This praecipe is based upon a judgment entered by confession; and
(b) The Prothonotary is authorized to issue the writ of execution because notice
has been served pursuant to Rule 2958.1 at least thirty days prior to the filing of this
praecipe as evidenced by a return of service filed of record.
McNEES WALLACE & NURICK LLC
By
~v1o/. ~~
imberly M. Colonna
1.0. No. 80362
100 Pine Street
P.O. Box 1166
Harrisburg, PA 17108-1166
(717) 237-5278
Attorneys for Plaintiff
Dated: December 22,2006
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WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF CUMBERLAND)
NO 06-6093 Civil
CIVIL ACTION - LAW
TO THE SHERIFF OF IJ.\tCASTER
To satisfy the debt, interesTaiiClcos1SCiue
COUNTY:
LANCASTER DEVELOPMENT COMPANY,
Plaintiff (s)
From ENGLE ACQUISITION, LLC., 910 NORTH HANOVER STREET, ELIZABETHTOWN,
LANCASTER COUNTY, PENNSYL VANIA
(I) You are directed to levy upon the property of the defendant (s)and to sell LEVY UPON ANY AND
ALL PERSONAL PROPERTY OF THE DEFENDANT LOCATED AT 910 NORTH
HANOVER STREET, ELIZABETHTOWN, LANCASTER COUNTY, PENNSYLVANIA.
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
of
GARNISHEE(S) as follows:
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereof;
(3) Ifproperty of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify himlher that he/she has been added as a
garnishee and is enjoined as above stated.
Amount Due $14,264.77
Interest FROM 10/18/06 - $143.23
Arty's Comm %
Atty Paid $134.50
ATTORNEYS FEES - $768.37
L.L. $.50
Due Pro thy $1.00
Other CostsLATE CHARGES - $1,102.56 --
Plaintiff Paid
Date: JANUARY 2,2007
(Seal)
REQUESTING PARTY:
Name KIMBERLY M. COLONNA, ESQUIRE
Address: MCNEES WALLACE & NURlCK LLC
100 PINE STREET POBOX 1166
HARRISBURG, PA 17108-1166
Attorney for: PLAINTIFF
Telephone: 717-237-5278
Supreme Court ID No. 80362