exv10w1



 





Exhibit 10.1



PENNSYLVANIA




PENNSYLVANIA

FULL SERVICE LEASE




BRANDYWINE OPERATING PARTNERSHIP, L.P.,




Landlord




and




RESEARCH PHARMACEUTICAL SERVICES, INC.




Tenant




for




520 Virginia Drive

Fort Washington, Pennsylvania




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.
	 	SUMMARY OF DEFINED TERMS	 	 	1	 
	 
	 	 	 	 	 	 
	2.
	 	PREMISES	 	 	3	 
	 
	 	 	 	 	 	 
	3.
	 	TERM	 	 	3	 
	 
	 	 	 	 	 	 
	4.
	 	CONSTRUCTION BY LANDLORD	 	 	4	 
	 
	 	 	 	 	 	 
	5.
	 	FIXED RENT; SECURITY DEPOSIT	 	 	5	 
	 
	 	 	 	 	 	 
	6.
	 	ADDITIONAL RENT	 	 	6	 
	 
	 	 	 	 	 	 
	7.
	 	ELECTRICITY CHARGES	 	 	10	 
	 
	 	 	 	 	 	 
	8.
	 	SIGNS; USE OF PREMISES AND COMMON AREAS	 	 	10	 
	 
	 	 	 	 	 	 
	9.
	 	ENVIRONMENTAL MATTERS	 	 	11	 
	 
	 	 	 	 	 	 
	10.
	 	TENANT’S ALTERATIONS	 	 	12	 
	 
	 	 	 	 	 	 
	11.
	 	CONSTRUCTION LIENS	 	 	13	 
	 
	 	 	 	 	 	 
	12.
	 	ASSIGNMENT AND SUBLETTING	 	 	13	 
	 
	 	 	 	 	 	 
	13.
	 	LANDLORD’S RIGHT OF ENTRY	 	 	16	 
	 
	 	 	 	 	 	 
	14.
	 	REPAIRS AND MAINTENANCE	 	 	16	 
	 
	 	 	 	 	 	 
	15.
	 	INSURANCE; SUBROGATION RIGHTS	 	 	17	 
	 
	 	 	 	 	 	 
	16.
	 	INDEMNIFICATION	 	 	18	 
	 
	 	 	 	 	 	 
	17.
	 	QUIET ENJOYMENT	 	 	19	 
	 
	 	 	 	 	 	 
	18.
	 	FIRE DAMAGE	 	 	19	 
	 
	 	 	 	 	 	 
	19.
	 	SUBORDINATION; RIGHTS OF MORTGAGEE	 	 	20	 
	 
	 	 	 	 	 	 
	20.
	 	CONDEMNATION	 	 	20	 
	 
	 	 	 	 	 	 
	21.
	 	ESTOPPEL CERTIFICATE	 	 	21	 
	 
	 	 	 	 	 	 
	22.
	 	DEFAULT	 	 	21	 
	 
	 	 	 	 	 	 
	23.
	 	LANDLORD’S LIEN	 	 	25	 
	 
	 	 	 	 	 	 
	24.
	 	LANDLORD’S REPRESENTATIONS AND WARRANTIES	 	 	26	 






i 




 









 










	 	 	 	 	 	 	 
	25.
	 	SURRENDER	 	 	26	 
	 
	 	 	 	 	 	 
	26.
	 	RULES AND REGULATIONS	 	 	26	 
	 
	 	 	 	 	 	 
	27.
	 	GOVERNMENTAL REGULATIONS	 	 	26	 
	 
	 	 	 	 	 	 
	28.
	 	NOTICES	 	 	27	 
	 
	 	 	 	 	 	 
	29.
	 	BROKERS	 	 	27	 
	 
	 	 	 	 	 	 
	30.
	 	CHANGE OF BUILDING/PROJECT NAME	 	 	27	 
	 
	 	 	 	 	 	 
	31.
	 	LANDLORD’S LIABILITY	 	 	27	 
	 
	 	 	 	 	 	 
	32.
	 	AUTHORITY	 	 	28	 
	 
	 	 	 	 	 	 
	33.
	 	NO OFFER	 	 	28	 
	 
	 	 	 	 	 	 
	34.
	 	RENEWAL	 	 	28	 
	 
	 	 	 	 	 	 
	35.
	 	INTENTIONALLY OMITTED	 	 	29	 
	 
	 	 	 	 	 	 
	36.
	 	TENANT FINANCIAL INFORMATION	 	 	29	 
	 
	 	 	 	 	 	 
	37.
	 	MISCELLANEOUS PROVISIONS	 	 	29	 
	 
	 	 	 	 	 	 
	38.
	 	WAIVER OF TRIAL BY JURY	 	 	31	 
	 
	 	 	 	 	 	 
	39.
	 	CONSENT TO JURISDICTION	 	 	32	 






	 	 	 	 	 
	EXHIBITS	 	 	 	 
	 
	 	 	 	 
	EXHIBIT “A”

	 	—
	 	SPACE PLAN OF PREMISES
	EXHIBIT “B”

	 	—
	 	CONFIRMATION OF LEASE TERM
	EXHIBIT “C”

	 	—
	 	RULES AND REGULATIONS
	EXHIBIT “D”

	 	—
	 	CLEANING SPECIFICATIONS
	EXHIBIT “E”

	 	—
	 	EXAMPLE OF REPAYMENT OF ADDITIONAL ALLOWANCE






ii 




 









 









LEASE




     THIS LEASE (“Lease”) entered into as of the 7thday of August, 2006,
between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Landlord”), and
RESEARCH PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation with its principal place of
business at 520 Virginia Drive, Fort Washington, PA 19004 (“Tenant”).



WITNESSETH




     In consideration of the mutual covenants herein set forth, and intending to be legally bound,
the parties hereto covenant and agree as follows:



     1. SUMMARY OF DEFINED TERMS.



     The following defined terms, as used in this Lease, shall have the meanings and shall be
construed as set forth below:



          (a) “Building”: The Building located at 520 Virginia Drive, Fort Washington,
Pennsylvania.




          (b) “Project”: The Building, the land and all other improvements located at 520
Virginia Drive, Fort Washington, Pennsylvania.




          (c) “Premises”: Suite No. 100, which the parties stipulate and agree is the 56.454
rentable square foot Building shown on the space plan attached hereto as Exhibit “A” and made a
part hereof. Landlord shall provide a certification from its architect verifying the rentable square feet of the Premises
in accordance with BOMA.




          (d) “Term”: From April 1, 2007 for a period of 123 months, ending on the last calendar
day of the month.




          (e) “Fixed Rent”:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	LEASE YEAR	 	PER R.S.F.	 	MONTHLY INSTALLMENTS	 	ANNUAL FIXED RENT
	April 1, 2007 — June 30, 2007
	 	$	0	 	 	$	0	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	July 1, 2007 — March 31, 2008
	 	$	18.00, 	*	 	$	84,681.00	 	 	$	1,016,172.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2008 — March
31, 2009
	 	$	18.50, 	*	 	$	87,033.25	 	 	$	1,044,399.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2009 — March 31,
2010
	 	$	19.00, 	*	 	$	89,385.50	 	 	$	1,072,626.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2010 — March 31,
2011
	 	$	19.50, 	*	 	$	91,737.75	 	 	$	1,100,853.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2011 — March 31,
2012
	 	$	20.00,  	*	 	$	94,090.00	 	 	$	1,129,080.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2012 — March 31,
2013
	 	$	20.50,  	*	 	$	96,442.25	 	 	$	1,157,307.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2013 — March 31,
2014
	 	$	21.00, 	*	 	$	98,794.50	 	 	$	1,185,534.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2014 March 31,
2015
	 	$	21.50, 	*	 	$	101,146.75	 	 	$	1,213,761.00	 






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	LEASE YEAR	 	PER R.S.F.	 	MONTHLY INSTALLMENTS	 	ANNUAL FIXED RENT
	April 1, 2015 - March 31, 2016
	 	$	22.00, 	*	 	$	103,499.00	 	 	$	1,241,988.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2016 - March 31, 2017
	 	$	22.50, 	*	 	$	105,851.25	 	 	$	1,270,215.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	April 1, 2017 - June 30, 2017
	 	$	23.00, 	*	 	$	108,203.50	 	 	$	324,610.50	 








 




			
	*	 	plus any charges set forth in Articles 6 and 7 below. In the event the Possession Date has
not occurred by April 1, 2007 for any reason other than Tenant Delay, then the Term, the
Commencement Date and the payment of Fixed Rent shall not commence until such Possession
Date.





          (f) “Security Deposit”: $141,900.00.




          (g) “Estimated Possession Date”: January 1, 2007.




          (h) “Tenant’s Allocated Share”: 100%;




               “Base Year”: the twelve (12) month period commencing on the Commencement Date. By way
of example only, if the Commencement Date is February 1, 2007, the Base Year period shall be
February 1, 2007 through January 31, 2008.



          (i) “Rentable Area”: Premises 56,454 ft.

                                            Building 56,454 ft.




          (j) “Permitted Uses”: Tenant’s use of the Premises shall be limited to
general office use and storage incidental thereto. Tenant’s rights to use the Premises shall be subject to all
applicable laws and governmental rules and regulations and to all reasonable requirements
of the insurers of the Building.




          (k) “Broker” GVA Smith Mack




          (l) “Notice Address/Contact”




	 	 	 	 
	 

	Tenant:
	 	Research Pharmaceutical Services, Inc.
	 

	 	 	520 Virginia Drive, Suite 100
	 

	 	 	Fort Washington, PA 19004
	 

	 	 	Attn: Priscilla Lee, General Counsel
	 

	 	 	Fax No:
	 

	 	 	E-Mail:
	 
	 	 	 
	 

	with a copy to:	 	 
	 

	 	 	Pepper Hamilton, LLP
	 

	 	 	400 Berwyn Park
	 

	 	 	Berwyn, PA 19312
	 

	 	 	Attn: Christopher Miller, Esquire
	 

	 	 	Fax No.:
	 

	 	 	E-Mail:
	 
	 	 	 
	Landlord:
	 	 	Brandywine Operating Partnership, L.P.
	 

	 	 	555 East Lancaster Drive, Suite 100
	 

	 	 	Radnor PA 19087
	 

	 	 	Attn: Philip Schenkel
	 

	 	 	Fax No.: 610-325-5622
	 

	 	 	E-Mail:phil.schenkel@bdnreit.com






2









 







	 	 	 	 	 
	 

	 	with a copy to:	 	 
	 

	 	 	 	Brandywine Realty Trust
	 

	 	 	 	555 East Lancaster Drive, Suite 100
	 

	 	 	 	Radnor PA 19087
	 

	 	 	 	Attn: Brad A. Molotsky, General Counsel
	 

	 	 	 	Fax No.: 610-325-5622
	 

	 	 	 	E-Mail: brad.molotsky@bdnreit.com






          (m) “Tenant’s North American Industry Classification Number”: _____




          (n) “Additional Rent”: All sums of money or charges required to be
paid by Tenant to Landlord under this Lease other than Fixed Rent, whether or not such
sums or charges are designated as “Additional Rent”.




          (o) “Rent”: All Annual Fixed Rent, monthly installments of Annual Fixed
Rent, Fixed Rent and Additional Rent payable by Tenant to Landlord under this Lease.




     2. PREMISES.



     Landlord does hereby lease, demise and let unto Tenant and Tenant does hereby hire and
lease from Landlord the Premises for the Term, upon the provisions, conditions and limitations
set forth herein.



     3. TERM.



          (a) Tenant shall be provided possession of the Premises for its Permitted Use upon substantial completion of the improvements required to be made by Landlord, if any under Article 4
(“Possession Date”). The
Premises shall be deemed “substantially completed” when the improvements called for by Article 4 have been completed to the extent that the Premises may be occupied by Tenant for its Permitted Uses,
subject only to completion of minor finishing, adjustment of equipment, and other minor construction aspects,
and Landlord has procured a temporary or permanent certificate of occupancy permitting the occupancy of the
Premises (hereafter, “substantially completed”). Regardless of an earlier Possession Date, the Term of this Lease
shall commence on April 1, 2007 (“Commencement Date”) and shall expire on June 30, 2017. The Possession Date and
the Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation
of Lease Term in the form attached hereto as Exhibit “B”. If Tenant fails to execute or object to
the Confirmation of Lease Term within ten (10) business days of its delivery, Landlord’s determination of such dates shall be
deemed accepted.




          (b) Upon notification by Landlord, Landlord and Tenant shall schedule a pre-occupancy inspection of the Premises at which time a punchlist of outstanding items, if any, shall be
completed, provided Tenant shall have the right to supplement the punchlist during the thirst three months of the
Term. Within thirty days thereafter or such reasonable period of time if Landlord is diligently pursuing, Landlord
shall complete the punchlist items to Tenant’s reasonable satisfaction.




          (c) In the event that the Premises are not ready for Tenant’s occupancy at the time herein
fixed for
the beginning of the Term of this Lease, because of any alterations or construction now or
hereafter being carried on
either to the Premises or the Building (unless such alterations are being done by Tenant or
Tenant’s contractor, in
which case there shall be no suspension or proration of rental or other sums), or because of
any restrictions,
limitations or delays caused by government regulations or governmental agencies, this Lease
and the Term hereof
shall not be affected thereby, nor shall Tenant be entitled to make any claim for or receive
any damages whatsoever
from Landlord; provided, however, no rent or other sums herein provided to be paid by Tenant
shall become due
until the Premises are substantially completed and deemed by Landlord to be ready for Tenant’s
occupancy, and until
that time, the rent and other sums due hereundcr shall be suspended.





3









 








          (d) Landlord and Tenant acknowledge that they are parties to a certain lease agreement dated
August 16, 2001, as amended whereby Tenant leases premises at Plymouth Meeting Executive
Campus (“Plymouth
Lease”). The Plymouth Lease shall expire on March 31, 2007. In the event the Possession Date
has not occurred by
March 31, 2007, for any reason other than Tenant Delay, Landlord agrees that the Plymouth
Lease shall be extended
for such period of time until the Premises are substantially complete and Tenant shall
continue to pay the rental rate
set forth for the last month of the Plymouth Lease term without adjustment for holdover.
Tenant shall surrender the
premises leased under the Plymouth Lease in the condition required by the Plymouth Lease.




          (e) Tenant and its authorized agents, employees and contractors shall have the right, at
Tenant’s
own risk, expense and responsibility, thirty days prior to the Possession Date to enter the
Premises for the purpose of
taking measurements and installing its furnishings, fixtures and equipment, provided that
Tenant, in so doing, shall
comply with the following provisions:




               (i) Tenant shall first obtain the approval of Landlord of the specific work
it
proposes to perform and shall furnish Landlord with reasonably detailed plans and specifications;



               (ii) The work shall be performed by responsible contractors and subcontractors who
shall not prejudice Landlord’s relationship with Landlord’s contractors or subcontractors, or the
relationship between such contractors and their subcontractors or employees, or disturb harmonious
labor relations, and who shall furnish in advance and maintain in effect workmen’s compensation
insurance in accordance with statutory requirements and comprehensive public liability insurance
(naming Landlord and Landlord’s contractors and subcontractors as additional insureds) with limits
satisfactory to Landlord;



               (iii) No such work shall be performed in such manner or at such times as to cause any
delay in connection with any work being done by any of the Landlord’s contractors or subcontractors
in the Premises or in the Building generally;



               (iv) Tenant and its contractors and subcontractors shall be solely responsible for the
transportation, safekeeping and storage of materials and equipment used in the performance of such
work, for the removal of waste and debris resulting therefrom, and for any damage caused by them to
any installations or work performed by Landlord’s contractors and subcontractors.



     4. CONSTRUCTION BY LANDLORD.



          (a) Landlord shall construct and do such other work (collectively, the “Landlord’s Work”) in
substantial conformity with the plans and outline specifications of the plan “SK-1” prepared
by Partridge Architects
Inc. dated May 8, 2006, which have been initialed by the parties, and which are herein
incorporated by reference.
Prior to the Possession Date, Landlord shall power wash the Building at its sole cost and
expense.




          (b) Landlord shall provide a tenant allowance of $35.00 per rentable square foot for the
Landlord
Work (the “Tenant Allowance”). Tenant shall first use the Tenant Allowance toward the cost
of the Landlord’s
Work and then for other hard and soft costs associated with Tenant’s improvement of or move to
the Building but in
no event shall it be applied against Rent.




          (c) Upon Tenant’s written request, Landlord shall make available to Tenant an additional
tenant
allowance up to $10.00 per rentable square foot of the Premises (“Additional Allowance”).
Tenant shall reimburse
Landlord the Additional Allowance as Rent amortized over the Term at an interest rate of
twelve (12%) percent. By
way of example, in the event Tenant requests the entire Additional Allowance, the
reimbursement to Landlord shall
be as set forth on Exhibit “E”, attached hereto and made a part hereof.




          (d) All costs for the Landlord’s Work in excess of the Tenant Allowance (and if requested, the
Additional Allowance, shall be borne by Tenant, and shall be paid to Landlord within thirty
(30) days of delivery of




4









 







an invoice and reasonable documentation therefor.




          (e) Tenant shall deliver final plans and specifications for the Landlord’s Work in the
form
required to submit for permitting by no later than September 30, 2006.




          (f) If any material revision or supplement to Landlord’s Work is deemed reasonably necessary
by
Landlord, those revisions and supplements shall be submitted to Tenant for approval, which
approval shall not be
unreasonably withheld or delayed. If Landlord shall be delayed in such “substantial
completion” as a result of (i)
Tenant’s request for materials, finishes or installations other than Landlord’s standard; (ii)
Tenant’s changes in said
plans; (iii) the performance or completion of any work, labor or services by a party employed
by Tenant; or (iv)
Tenant’s failure to provide or approve final plans, working drawings or reflective ceiling
plans within the time frame
stated herein or by Landlord in its reasonable discretion the same shall constitute a
“Tenant’s Delay” hereunder. If
any change, revision or supplement to the scope of the Landlord’s Work is requested by Tenant
then Landlord shall
bid such requested change and provide to Tenant the cost and timing for such change. Tenant
shall then have two
(2) business days to notify Landlord whether to proceed with the change and such increased
costs associated with
such change, revision or supplement shall be paid either from the Tenant Allowance or
Additional Allowance if
applicable or by Tenant upfront. Any change by Tenant shall not change the Possession Date or
the Commencement
Date of the Term and shall not alter Tenant’s obligations under this Lease. Landlord’s Work
shall not constitute an
Alteration under Article 10.




          (g) In addition to the foregoing, Tenant acknowledges and agrees that Tenant shall pay
Landlord a
reasonable Construction Management Fee of three percent (3%) of the hard costs of the
Landlord’s Work.




          (h) Landlord shall bid the Landlord’s Work to at least three contractors one of which
shall be selected by Tenant and Landlord shall select the lowest qualified bid.




          (i) In the event that for any reason other than Tenant’s Delay the Landlord’s Work is not
substantially completed within 150 days following Landlord’s receipt of all necessary permits and
approval, then Tenant, upon ten (10) business days prior written notice to Landlord may elect to
terminate this Lease; provided, that, if the Landlord’s Work is substantially completed within such
ten (10) business days from receipt of written notice, such notice shall be deemed null and void.




     5. FIXED RENT; SECURITY DEPOSIT.



          (a) Tenant shall pay to Landlord without notice or demand, and without set-off, the annual
Fixed
Rent payable in the monthly installments of Fixed Rent as set forth in Article l(e),
in advance on the first day of each
calendar month during the Term by Term by (i) check sent to Landlord, P.O. Box 8538-363,
Philadelphia, PA
19171] or (ii) wire transfer of immediately available funds to the account at Wachovia Bank,
Salem NJ account no.
2030000359075 ABA #031201467; such transfer to be confirmed by Landlord’s accounting
department upon
written request by Tenant. All payments must include the following information: Building #134
and Lease
#                     . The Lease # will be provided to Tenant in the Confirmation of Lease Term.




          (b) In the event any Fixed Rent or Additional Rent, charge, fee or other amount due from
Tenant
under the terms of this Lease are not paid to Landlord when due, Tenant shall also pay as
Additional Rent a service
and handling charge equal to five (5%) percent of the total payment then due. Notwithstanding
the foregoing, once
each calendar year during the Term, Landlord shall send written notice of a missed payment to
Tenant and provide
Tenant a five (5) day cure period prior to assessing the late fee. Except as set forth herein,
the aforesaid late fee shall
begin to accrue on the initial date of a payment due date, irrespective of any grace period
granted hereunder. This
provision shall not prevent Landlord from exercising any other remedy herein provided or
otherwise available at law
or in equity in the event of any default by Tenant.




          (c) Tenant shall be required to pay a Security Deposit of $141,900.00 under this Lease (the
“Collateral”), as security for the prompt, full and faithful performance by Tenant of each and
every provision of this




5









 







Lease and of all obligations of Tenant hereunder. Landlord acknowledges receipt of the Security
Deposit. No interest shall be paid to Tenant on the Collateral, and Landlord shall have the right
to commingle the Collateral with other Security Deposits held by Landlord. If Tenant fails to
perform any of its obligations hereunder beyond any applicable notice and cure period, Landlord may
use, apply or retain the whole or any part of the Collateral for the payment of (i) any rent or
other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord on
Tenant’s behalf in accordance with the provisions of this Lease, and/or (iii) any sum which
Landlord may expend or be required to expend by reason of Tenant’s default, including, without
limitation, any damage or deficiency in or from the reletting of the Premises as provided in this
Lease. The use, application or retention of the Collateral, or any portion thereof, by Landlord
shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by
law (it being intended that Landlord shall not first be required to proceed against the Collateral)
and shall not operate as either liquidated damages or as a limitation on any recovery to which
Landlord may otherwise be entitled. If any portion of the Collateral is used, applied or retained
by Landlord for the purposes set forth above, Tenant agrees, within ten (10) days after the written
demand therefor is made by Landlord, to deposit cash with the Landlord in an amount sufficient to
restore the Collateral to its original amount.




          If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the
Collateral, or any balance thereof, shall be returned to Tenant without interest after the
expiration of the Term or upon any later date after which Tenant has vacated the Premises. In the
absence of evidence satisfactory to Landlord of any permitted assignment of the right to receive
the Collateral, Landlord may return the same to the original Tenant, regardless of one or more
assignments of Tenant’s interest in this Lease or the Collateral. Upon the return of the
Collateral, or the remaining balance thereof, to the original Tenant or any successor to the
original Tenant, Landlord shall be completely relieved of liability with respect to the Collateral.




          In the event of a transfer of the Project or the Building, Landlord shall have the right to
transfer the Collateral to the vendee or lessee and Landlord shall thereupon be released by Tenant
from all liability for the return of such Collateral. Upon the assumption of such Collateral by the
transferee, Tenant agrees to look solely to the new landlord for the return of said Collateral, and
the provisions hereof apply to every transfer or assignment made of the Collateral to a new
landlord. Tenant further covenants that it will not assign or encumber or attempt to assign or
encumber the Collateral and that neither Landlord nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance. The Collateral
shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior
written consent of Landlord.




     6. ADDITIONAL RENT.



          (a) Commencing on the first day of the thirteenth (13th) full month of the Term,
and in each calendar year thereafter during the Term (as same may be extended), Tenant shall pay to
Landlord Tenant’s Allocated Share of the following charges (“Recognized Expenses”), without
deduction or set off, to the extent such Recognized Expenses exceed the Recognized Expenses in the
Base Year.




               (i) Operating Expenses. All costs and expenses related to the
Project incurred by
Landlord, including, but not limited to:



                    (a) All costs and expenses related to the operation of the Building
and Project,
including, but not limited to, lighting, cleaning the Building exterior and common areas of the
Building interior, trash removal and recycling, repairs and maintenance of the roof and storm water
management system, policing and regulating traffic to and from the Project, fire suppression and
alarm systems for the Project, utilities, removing snow, ice and debris and maintaining all
landscape areas, (including replacing and replanting flowers, shrubbery and trees as required for
normal maintenance), maintaining and repairing all other exterior improvements on the Project, all
repairs and compliance costs necessitated by laws enacted or which become effective after the date
hereof (including, without limitation, any additional regulations or requirements enacted after the
date hereof regarding the Americans With Disabilities Act (as such applies to the Project or common
areas but not to any individual tenant’s space), if applicable) required of Landlord under
applicable laws and rules and regulations.



6









 






                    (b) Any other expense or charge (including reasonably allocated general
and
administrative charges) which would typically be considered an expense of maintaining, operating or
repairing the Project under generally accepted accounting principles.



                    (c) Management fee not to exceed five (5%) percent of Rent, which shall
be
included in the Base Year. It is expressly understood that legal fees incurred in an action against
an individual tenant shall not be deemed includable as an operating expense pursuant to
this provision.



                    (d) Capital expenditures and capital repairs and replacements shall be
included as
operating expenses (i) only if such capital repair or replacement is (1) required by a change of
laws after the date hereof or (2) results in a reduction of Operating Expenses on a going forward
basis and (ii) solely to the extent of the amortized costs of same over the useful life of
the improvement in accordance with generally accepted accounting principles.



                    (e) All insurance premiums paid or payable by Landlord for insurance
with
respect to the Project as follows: (a) fire and extended coverage insurance (including demolition
and debris removal); (b) Landlord’s rental loss or abatement (but not including business
interruption coverage on behalf of Tenant), from damage or destruction from environmental hazards,
fire or other casualty; (c) Landlord’s commercial general liability insurance (including bodily
injury and property damage) and boiler insurance; and (d) such other reasonable insurance as
Landlord or any reputable mortgage lending institution holding a mortgage on the Premises may
reasonably require. If the coverage period of any of such insurance obtained by Landlord
commences before or extends beyond the Term, the premium therefore shall be prorated to the Term.



          Notwithstanding the foregoing, the term “Operating Expenses” shall not include
any of the following:




                    (a) Repairs or other work occasioned by fire, windstorm or other insured casualty or by the exercise of the right of eminent domain;



                    (b) Leasing commissions, accountants’, consultants’, auditors or
attorneys’ fees,
costs and disbursements and other expenses incurred in connection with negotiations or disputes
with other tenants or prospective tenants or other occupants, or associated with the enforcement of
any other leases or the defense of Landlord’s title to or interest in the real property or any part
thereof;



                    (c) Costs incurred by Landlord in connection with construction of the
Building
and related facilities, the correction of latent defects in construction of the Building or the
discharge of Landlord’s Work;



                    (d) Costs (including permit, licenses and inspection fees) incurred in
renovating
or otherwise improving or decorating, painting, or redecorating the Building or space for
other tenants or other occupants or vacant space;



                    (e) Depreciation and amortization;



                    (f) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease;



                    (g) Overhead and profit increment paid to subsidiaries or affiliates of
Landlord
for management or other services on or to the Building or for supplies, utilities or other
materials, to the extent that the costs of such services, supplies, utilities or materials exceed
the reasonable costs that would have been paid had the services, supplies or materials been
provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts
or rebates offered to Landlord as a portfolio purchaser;



7









 





                    (h) Interest on debt or amortization payments on any mortgage or deeds of trust or any
other borrowings and any ground rent;



                    (i) Ground rents or rentals payable by Landlord pursuant to any
over-lease;



                    (j) Any compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord;



                    (k) Costs incurred in managing or operating any “pay for” parking facilities within the
Project;



                    (1) Expenses resulting from the gross negligence or willful misconduct of Landlord;



                    (m) Any fines or fees for Landlord’s failure to comply with governmental,
quasi-governmental, or regulatory agencies’ rules and regulations;



                    (n) Legal, accounting and other expenses related to Landlord’s financing, refinancing,
mortgaging or selling the Building or the Project;



                    (o) Taxes;



                    (p) Costs for sculpture, decorations, painting or other objects of art in excess of
amounts typically spent for such items in office buildings of comparable quality in the
competitive area of the Building;



                    (q) Cost of any political, charitable or civic contribution or
donation;



                    (r) Cost of salaries of employees above the level of regional
building manager



                    (s) Costs of leasing equipment which would otherwise be capital
in nature



                    (t) Costs of environmental cleanup not attributed to Tenant under Article 9 of this
Lease; and



                    (u) Costs that are capital in nature except as provided in subsection 6(a)(i)(e) hereof.



               (ii) Taxes. Taxes shall be defined as all taxes, assessments
and other governmental
charges (“Taxes”), including special assessments for public improvements or traffic districts which
are levied or assessed against the Project during the Term or, if levied or assessed prior to the
Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by
Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be
construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise,
corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or
(B) any transfer tax or recording charge resulting from a transfer of the Building or the Project;
provided, however, that if at any time during the Term the method of taxation prevailing at the
commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or
any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied,
assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee
measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a
tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in
the computation of Taxes hereunder.



          (b) Tenant shall pay, in monthly installments in advance, on account of
Tenant’s Allocated





8









 







Share of Operating Expenses and Taxes, the estimated amount of the increase of such Recognized
Expenses and Taxes for such year in excess of the Base Year as determined by Landlord in its
reasonable discretion and as set forth in a notice to Tenant, such notice to include the basis for
such calculation. At least thirty (30) days prior to the end of the calendar year in which the
Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or part
thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses
and Taxes in excess of the Base Year and shall indicate what Tenant’s Allocated Share of Recognized
Expenses and Taxes shall be. Said amount shall be paid in equal monthly installments in advance by
Tenant as Additional Rent commencing January 1 of the applicable Lease Year.




          (c) Landlord agrees that in no event shall “controllable expenses” exceed “controllable
expenses” from the prior year (which shall also be limited to such 3% increase, unless it was
the Base Year) by more
than three (3%) percent, such that increases in controllable expenses by more than 3% are not
omitted in one year but
then used as the basis for the 3% increase in the following years. “Controllable expenses” are
such expenses which
are contracted for annually at a set rate and cannot fluctuate during the year, for example
janitorial and insurance
costs.




          (d) Tenant shall have the right, at its sole cost and expense, within ninety (90) days from
receipt of Landlord’s statement of Recognized Expenses, to audit or have its appointed
accountant audit Landlord’s
records related to Recognized Expenses and Taxes provided that any such audit may not occur
more frequently than
once each calendar year nor apply to any year prior to the year of the statement being
reviewed (other than the Base
Year which may be audited at any time). In the event Tenant’s audit discloses any discrepancy,
Landlord and Tenant
shall use their best efforts to resolve the dispute and make an appropriate adjustment,
failing which, they shall submit
any such dispute to arbitration pursuant to the rules and under the jurisdiction of the
American Arbitration
Association in Philadelphia, Pennsylvania. The decision rendered in such arbitration shall be
final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses
which shall be the
respective parties’ responsibility, shall be divided equally between the parties. In the
event, by agreement or as a
result of an arbitration decision, it is determined that the actual Recognized Expenses and
Taxes exceeded those
claimed by the Landlord by more than five percent (5%), the actual, reasonable hourly costs to
Tenant of Tenant’s
audit (including legal and accounting costs) shall be reimbursed by Landlord. In the event
Tenant utilizes a
contingent fee auditor and Landlord is responsible for the payment of such auditor, Landlord
shall only pay the
reasonable hourly fee of such auditor.




          (e) If during the course of any Lease Year, Landlord shall have reason to believe that the
Recognized Expenses shall be different than that upon which the aforesaid projections were
originally based, then
Landlord, one time in any calendar year, shall be entitled to adjust the amount by
reallocating the remaining
payments for such year, for the months of the Lease Year which remain for the revised
projections, and to advise
Tenant of an adjustment in future monthly amounts to the end result that the Recognized
Expenses shall be collected
on a reasonably current basis each Lease Year. In any event Tenant shall have at least thirty
(30) days prior written
notice before the new amount goes in effect and shall be provided reasonable documentation
evidencing the need for
the change.




          (f) By April 30th of each Lease Year or as soon thereafter as administratively
available,
Landlord shall send to Tenant a statement of actual expenses incurred for Recognized Expenses
for the prior Lease
Year showing the Allocated Share due from Tenant. Landlord shall use its reasonable efforts to
provide Tenant with
the aforesaid statements on or before April 30 of each Lease Year; provided, however, if
Landlord is unable to
provide such statements by April 30, Landlord shall not have been deemed to waive its right to
collect any such
amounts as Additional Rent. In the event the amount prepaid by Tenant exceeds the amount that
was actually due
then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which
credit Tenant may apply to
future payments on account of Recognized Expenses until Tenant has been fully credited with
the over charge. If the
credit due to Tenant is more than the aggregate total of future rental payments, Landlord
shall pay to Tenant the
difference between the credit in such aggregate total. In the event Landlord has undercharged
Tenant, then Landlord
shall send Tenant an invoice with the additional amount due, which amount shall be paid in
full by Tenant within




9









 







thirty (30) days of receipt.




          (g) Each of the Operating Expenses and Tax amounts, whether requiring lump sum payment or
constituting projected monthly amounts added to the Fixed Rent, shall for all purposes be treated
and considered as Additional Rent and the failure of Tenant to pay the same as and when due in
advance and without demand shall have the same effect as failure to pay any installment of the
Fixed Rent and shall afford Landlord all the remedies in the Lease therefor as well as at law or
in equity. All Operating Expenses shall be charged at standard rates from the applicable service
provider without markup or administrative fees by Landlord.




          (h) If this Lease terminates other than at the end of a calendar year,
Landlord’s annual
estimate of Recognized Expenses shall be accepted by the parties as the actual Recognized Expenses
for the year the Lease ends until Landlord provides Tenant with actual statements in accordance
with subsection 6(b) above.




     7. ELECTRICITY CHARGES.



          Landlord shall not be liable for any interruption or delay in electric or any other utility
service for any reason unless caused by the gross negligence or willful misconduct of Landlord or
its agents. Landlord shall have the right to change the electric and other utility provider to the
Project or Building at any time. Tenant shall pay to Landlord, as Additional Rent all charges
incurred by Landlord, or its agent, for electricity, such charges to be based upon Tenant’s
consumption, as measured by Landlord’s submeter for the Premises, without markup. The aforesaid
electricity charges shall commence upon occupancy by Tenant of the Premises.




     8. SIGNS; USE OF PREMISES AND COMMON AREAS.



          (a) As part of Landlord’s Work, Landlord shall provide Tenant with standard identification
signage on all Building directories and at the entrance to the Premises. In addition,
subject to Township approval
and Landlord approval as to size and design which shall not be unreasonably withheld,
conditioned or delayed ,
Tenant shall have the right to install monument and/or façade signage at the Building. No
other signs shall be
placed, erected or maintained by Tenant at any place upon the Premises, Building or Project.




          (b) Tenant may use and occupy the Premises only for the express and limited purposes stated in
Article l (j) above; and the Premises shall not be used or occupied, in whole or in
part, for any other purpose without
the prior written consent of Landlord; provided that Tenant’s right to so use and occupy the
Premises shall remain
expressly subject to the provisions of “Governmental Regulations”, Article 28 herein.
No machinery or equipment
shall be permitted that shall cause vibration, noise or disturbance beyond the Premises.
Tenant, without Landlord’s
consent or direction, shall not “abandon” the Premises at any time during the Term. “Abandon”
shall be defined as
Tenant’s ceasing to use the Premises for its Permitted Use and Tenant’s intent not to return
to the Premises. Tenant
shall not be deemed to have abandoned the Premises if Tenant has engaged a broker and is
actively seeking to sublet
the Premises or assign this Lease.




          (c) Tenant shall not overload any floor or part thereof in the Premises or the Building,
including
any public corridors or elevators therein, bringing in, placing, storing, installing or
removing any large or heavy
articles, and Landlord may prohibit, or may direct and control the location and size of, safes
and all other heavy
articles, and may require, at Tenant’s sole cost and expense, supplementary supports of such
material and
dimensions as Landlord may deem necessary to properly distribute the weight.




          (d) Tenant shall not commit any waste upon the Premises, Building or Project or any
nuisance.




          (e) Tenant shall have the right to use the exterior paved driveways and walkways of the
Building
for vehicular and pedestrian access to the Building. Tenant shall also have the right, to use
the designated parking
areas of the Project for the parking of automobiles of Tenant and its employees and business
visitors, incident to
Tenant’s permitted use of the Premises. Landlord shall not grant any third party rights to use
the parking facilities at
the Building.




10









 








     9. ENVIRONMENTAL MATTERS.



          (a) Hazardous Substances.




               (i) Tenant shall not, except as provided in subparagraph (ii) below, bring
or
otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to
bring in, on or about any part of the Premises, Building or Project, any hazardous substance or
hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as
the same may from time to time be amended, and the regulations promulgated pursuant thereto
(“CERCLA”); the United States Department of Transportation Hazardous Materials Table (49 CFR
172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the
Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto;
and/or (y) any other rule, regulation, ordinance, statute or requirements of any governmental or
administrative agency regarding the environment (collectively, (x) and (y) shall be referred to as
an “Applicable Environmental Law”).



               (ii) Tenant may bring to and use at the Premises hazardous substances incidental to
its normal business operations under the NAI Code referenced in article l(m) above in the
quantities reasonably required for Tenant’s normal business consistent with its occupancy pursuant
to the Prior Leases and in accordance with Applicable Environmental Laws. Tenant shall store and
handle such substances in strict accordance with Applicable Environmental Laws. From time to time
promptly following a request to Landlord based upon a reasonable need for such information, Tenant
shall provide Landlord with documents identifying the hazardous substances stored or used by Tenant
on the Premises and describing the chemical properties of such substances and such other
information reasonably requested by Landlord or Tenant. Prior to the expiration or sooner
termination of this Lease, Tenant shall remove all hazardous substances introduced by Tenant from
the Premises and shall provide Landlord with an inspection report from an independent environmental
engineer certifying that the Premises and the land surrounding the Premises are free of
contamination from hazardous substances and hazardous wastes. The provisions of this paragraph
shall be personal to Tenant and, in the event Tenant ceases to occupy the Premises, Landlord’s
approval to store and use hazardous substances shall automatically terminate.



               (iii) Tenant shall defend, indemnify and hold harmless Landlord, Brandywine Realty
Services Corp. and Brandywine Realty Trust and their respective employees and agents from and
against any and all third-party claims, actions, damages, liability and expense (including all
attorney’s, consultant’s and expert’s fees, expenses and liabilities incurred in defense of any
such claim or any action or proceeding brought thereon) arising from Tenant’s storage and use of
hazardous substances on the Premises including, without limitation, any and all costs incurred by
Landlord because of any investigation of the Project or any cleanup, removal or restoration of the
Project to remove or remediate hazardous or hazardous wastes deposited by Tenant. Without
limitation of the foregoing, if Tenant, its officers, employees, agents, contractors, licensees or
invitees cause contamination of the Premises by any hazardous substances, Tenant shall promptly at
its sole expense, take any and all necessary actions to return the Premises to the condition
existing prior to such contamination, or in the alternative take such other remedial steps as may
be required by law or reasonably recommended by Landlord’s environmental consultant.



          (b) NAI Numbers.




               (i) Tenant represents and warrants that Tenant’s NAI number as designated in
the
North American Industry Classification System Manual prepared by the Office of Management and
Budget, and as set forth in Article l(m) hereof, is correct. Tenant represents that the specific
activities intended to be carried on in the Premises are in accordance with Article l(j).



               (ii) Except as provided in Article 9(a)(ii), Tenant shall not engage
in operations at
the Premises which involve the generation, manufacture, refining, transportation, treatment,
storage, handling or disposal of “hazardous substances” or “hazardous waste” as such terms are
defined under any Applicable Environmental Law. Tenant further covenants that it will not cause or
permit to exist any “release” or “discharge”



11









 





(as such term is defined under Applicable Environmental Laws) on or about the Premises.




               (iii) Tenant shall, at its expense, comply with all requirements of Applicable
Environmental Laws pertaining thereto.



               (iv) In addition, upon written notice of Landlord, Tenant shall
cooperate with
Landlord in obtaining Applicable Environmental Laws approval of any transfer of the Buildings.
Specifically in that regard, Tenant agrees that it shall (1) execute and deliver all affidavits,
reports, responses to questions, applications or other filings required by Landlord and related to
Tenant’s activities at the Premises, (2) allow inspections and testing of the Premises during
normal business hours, and (3) as respects the Premises, perform any requirement reasonably
required by Landlord necessary for the receipt of approvals under Applicable Environmental Laws,
provided the foregoing shall be at no 

out-of-pocket cost or expense to Tenant except for clean-up
and remediation costs arising from Tenant’s violation of this Article 9.



          (c) Additional Terms.




               (i) In the event of Tenant’s failure to comply in full with this Article, Landlord may,
after written notice to Tenant and Tenant’s failure to cure within thirty (30) days of its receipt
of such notice, at Landlord’s option, perform any and all of Tenant’s obligations as aforesaid and
all costs and expenses incurred by Landlord in the exercise of this right all be deemed to be
Additional Rent payable on demand and with interest at the Default Rate.



               (ii) The parties acknowledge and agree that Tenant shall not be held responsible for
any environmental issue at the Premises unless such issue was caused by an action or omission of
Tenant or its agents, employees or consultants.



          (d) Landlord’s Representations. Landlord has not used, generated, manufactured,
produced,
stored, released, discharged or disposed of on, under or about the Premises or transported to
or from the Premises,
any Hazardous Substances or allowed any other entity or person to do so to its knowledge.
Landlord has no
knowledge that any Hazardous Substances has been produced, stored, released, discharged or
disposed of on, under
or about the Building by any entity or person.




          (e) Survival. This Article 9 shall survive the expiration or sooner
termination of this Lease.




     10. TENANTS ALTERATIONS.



          Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make
alterations, improvements or physical additions (collectively, “Alterations”) of any kind to any
part of the Premises without first obtaining the written consent of Landlord, such consent not to
be unreasonably withheld. Landlord shall provide written notice either granting or withholding its
consent within fifteen (15) days of a written request by Tenant containing all necessary
information for Landlord to make an informed decision. Alterations shall, at Landlord’s option, be
done by Landlord at Tenant’s sole cost and expense. Landlord’s consent shall not be required for
(i) the installation of any office equipment or fixtures including internal partitions which do not
require disturbance of any structural elements or systems (other than attachment thereto) within
the Building or (ii) minor work, including decorations, which does not require disturbance of any
structural elements or systems (other than attachment thereto) within the Building and which costs
in the aggregate less than $50,000. If no approval is required or if Landlord approves Tenant’s
Alterations and agrees to permit Tenant’s contractors to do the work, Tenant, prior to the
commencement of labor or supply of any materials, must furnish to Landlord (i) a duplicate or
original policy or certificates of insurance evidencing (a) general public liability insurance for
personal injury and property damage in the minimum amount of $1,000,000.00 combined single limit,
(b) statutory workman’s compensation insurance, and (c) employer’s liability insurance from each
contractor to be employed (all such policies shall be non-cancelable without thirty (30) days prior
written notice to Landlord and shall be in amounts and with companies satisfactory to Landlord);
(ii) construction documents prepared and sealed by a registered Pennsylvania architect if such
alteration




12









 







causes the aggregate of all Alterations to be in excess of $50,000; (iii) all applicable building
permits required by law; and (iv) an executed, effective Waiver of Mechanics Liens from such
contractors and all sub-contractors in states allowing for such waivers or the cost of such
alteration must be bonded by Tenant. In connection with all Alterations requiring Landlord’s
approval, Landlord shall be entitled to collect a construction management fee equal to three (3%)
of the cost of the Alteration in connection with Landlord’s services in supervising and review of
such Alterations. Any approval by Landlord permitting Tenant to do any or cause any work to be done
in or about the Premises shall be and hereby is conditioned upon Tenant’s work being performed by
workmen and mechanics working in harmony and not interfering with labor employed by Landlord,
Landlord’s mechanics or their contractors or by any other tenant or their contractors. If at any
time any of the workmen or mechanics performing any of Tenant’s work shall be unable to work in
harmony or shall interfere with any labor employed by Landlord, other tenants or their respective
mechanics and contractors, then the permission granted by Landlord to Tenant permitting Tenant to
do or cause any work to be done in or about the Premises, may be withdrawn by Landlord upon
forty-eight (48) hours written notice to Tenant.




     All Alterations (whether temporary or permanent in character) made in or upon the Premises,
either by Landlord or Tenant, shall be Landlord’s property upon installation and shall remain on
the Premises without compensation to Tenant unless at the time Landlord approved the Alteration
Landlord provided written notice to Tenant to remove same at the expiration of the Lease, in which
event Tenant shall promptly remove such Alterations and restore the Premises to good order and
condition. At Lease termination, all furniture, movable trade fixtures and equipment (including
telephone, security and communication equipment system wiring and cabling) shall, at Landlord’s
option, be removed by Tenant and shall be accomplished in a good and workmanlike manner so as not
to damage the Premises or Building and in such manner so as not to disturb other tenants in the
Building. All such installations, removals and restoration shall be accomplished in a good and
workmanlike manner so as not to damage the Premises or Building. If Tenant fails to remove any
items required to be removed pursuant to this Article, Landlord may do so and the reasonable costs
and expenses thereof shall be deemed Additional Rent hereunder and shall be reimbursed by Tenant to
Landlord within fifteen (15) business days of Tenant’s receipt of an invoice therefor from
Landlord.



     11. CONSTRUCTION LIENS.



          (a) Tenant will not suffer or permit any contractor’s, subcontractor’s or supplier’s lien (a
“Construction Lien”) to be filed against the Premises or any part thereof by reason of work,
labor services or
materials supplied or claimed to have been supplied to Tenant; and if any Construction Lien
shall at any time be filed
against the Premises or any part thereof, Tenant, within fifteen (15) business days after
notice of the filing thereof,
shall cause it to be discharged of record by payment, deposit, bond, order of a court of
competent jurisdiction or
otherwise. If Tenant shall fail to cause such Construction Lien to be discharged within the
period aforesaid, then in
addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge
it either by paying the
amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding
proceedings. Any
amount so paid by Landlord, plus all of Landlord’s costs and expenses associated therewith
(including, without
limitation, reasonable legal fees), shall constitute Additional Rent payable by Tenant under
this Lease and shall be
paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the
Default Rate.




          (b) Nothing in this Lease, or in any consent to the making of alterations or improvements
shall be
deemed or construed in any way as constituting authorization by Landlord for the making of any
alterations or
additions by Tenant within the meaning of 49 P.S. Sections 

1101-1902, as amended, or under the
Contractor and
Subcontractor Payment Act or any amendment thereof, or constituting a request by Landlord,
express or implied, to
any contractor, subcontractor or supplier for the performance of any labor or the furnishing
of any materials for the
use or benefit of Landlord.




     12, ASSIGNMENT AND SUBLETTING.



          (a) Subject to the remaining subsections of Article 12. except as expressly
permitted pursuant
to this section, Tenant shall not, without the prior written consent of Landlord, such consent not
to be unreasonably





13












 




withheld, assign, transfer or hypothecate this Lease or any interest herein or
sublet the Premises or any part thereof. Any of the foregoing acts without such
consent shall be void and shall, at the option of Landlord, terminate this Lease.
Subject to subparagraph 12(i) below, this Lease shall not, nor shall any interest
herein, be assignable as to the interest of Tenant by operation of law or by
merger, consolidation or asset sale, without the written consent of Landlord.




          (b) If at any time or from time to time during the term of this
Lease Tenant desires to assign this Lease or sublet all or any part of the
Premises for a term which would be coterminous with the Term and which is not a
permitted assignment pursuant to Article 12(i), Tenant shall give notice to
Landlord of such desire, including the name, address and contact party for the
proposed assignee or subtenant, a description of such party’s business history,
the effective date of the proposed assignment or sublease (including the proposed
occupancy date by the proposed assignee or sublessee), and in the instance of a
proposed sublease, the square footage to be subleased, a floor plan
professionally drawn to scale depicting the proposed sublease area, and a
statement of the duration of the proposed sublease (which shall in any and all
events expire by its terms prior to the scheduled expiration of this Lease, and
immediately upon the sooner termination hereof). Landlord may, at its option,
and in its sole and absolute discretion, exercisable by notice given to Tenant
within forty-five (45) days next following Landlord’s receipt of Tenant’s notice
(which notice from Tenant shall, as a condition of its effectiveness, include all
of the above-enumerated information), elect to recapture the Premises if Tenant
is proposing to sublet or assign the Premises or such portion as is proposed by
Tenant to be sublet (and in each case, the designated and non-designated parking
spaces included in this demise, or a pro-rata portion thereof in the instance of
the recapture of less than all of the Premises), and terminate this Lease with
respect to the space being recaptured.




          (c) If Landlord elects to recapture the Premises or a portion thereof
as aforesaid, then from and after the effective date thereof as approved by
Landlord, after Tenant shall have fully performed such obligations as are
enumerated herein to be performed by Tenant in connection with such recapture, and
except as to obligations and liabilities accrued and unperformed (and any other
obligations expressly stated in this Lease to survive the expiration or sooner
termination of this Lease), Tenant shall be released of and from all lease
obligations thereafter otherwise accruing with respect to the Premises (or such
lesser portion as shall have been recaptured by Landlord). The Premises, or such
portion thereof as Landlord shall have elected to recapture, shall be delivered by
Tenant to Landlord free and clear of all furniture, furnishings, personal property
and removable fixtures, with Tenant repairing and restoring any and all damage to
the Premises resulting from the installation, handling or removal thereof, and
otherwise in the same condition as Tenant is, by the terms of this Lease, required
to redeliver the Premises to Landlord upon the expiration or sooner termination of
this Lease. In the event of a sublease of less than all of the Premises, the cost
of erecting any required demising walls, entrances and entrance corridors, and any
other or further improvements required in connection therewith, including without
limitation, modifications to HVAC, electrical, plumbing, fire, life safety and
security systems (if any), painting, wallpapering and other finish items as may be
acceptable to or specified by Landlord, all of which improvements shall be made in
accordance with applicable legal requirements and Landlord’s then-standard base
building specifications, shall be performed by Landlord’s contractors, and shall
be shared 50% by Tenant and 50% by Landlord. Upon the completion of any recapture
and termination as provided herein, Tenant’s Fixed Rent, Recognized Expenses and
other monetary obligations hereunder shall be adjusted pro-rated based upon the
reduced rentable square footage then comprising the Premises.




          (d) If Landlord provides written notification to Tenant electing not
to recapture the Premises (or so much thereof as Tenant had proposed to sublease),
then Tenant may proceed to market the designated space and may complete such
transaction and execute an assignment of this Lease or a sublease agreement (in
each case in form acceptable to Landlord) within a period of five (5) months next
following Landlord’s notice to Tenant that it declines to recapture such space,
provided that Tenant shall have first obtained in any such case the prior written
consent of Landlord to such transaction, which consent shall not be unreasonably
withheld. If, however, Tenant shall not have assigned this Lease or sublet the
Premises with Landlord’s prior written consent as aforesaid within five (5) months
next following Landlord’s notice to Tenant that Landlord declines to recapture the
Premises (or such portion thereof as Tenant initially sought to sublease), then in
such event, Tenant shall again be required to request Landlord’s consent to the
proposed transaction, whereupon Landlord’s right to recapture the Premises (or
such portion as Tenant shall desire to sublease) shall be renewed upon the same
terms and as otherwise provided in











14









 








subsection (b) above.




               For purposes of this Section 12(d), and without limiting the basis
upon which Landlord
may withhold its consent to any proposed assignment or sublease, the parties agree
that it shall not be unreasonable for Landlord to withhold its consent to such
assignment or sublease if: (i) reasonable evidence exists that the proposed
assignee or sublessee will experience difficulty in satisfying its financial or
other obligations under this Lease; (ii) the proposed assignee of sublessee, in
Landlord’s reasonable opinion, is not reputable and of good character; (iii) the
portion of the Premises requested to be subleased renders the balance of the
Premises unleasable as a separate area; (iv) the proposed assignee or sublessee
will cause Landlord’s existing parking facilities to be reasonably inadequate, or
in violation of code requirements, or (v ) the nature of such party’s proposed
business operation would or might reasonably permit or require the use of the
Premises in a manner inconsistent with the “Permitted Use” specified herein.




          (e) Any sums or other economic consideration received by Tenant as a result
of any
subletting, assignment or license (except rental or other payments received which
are attributable to the amortization of the cost of leasehold improvements made to
the sublet or assigned portion of the premises by Tenant for subtenant or
assignee, and other reasonable expenses incident to the subletting or assignment,
including standard leasing commissions) whether denominated rentals under the
sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant
is obligated to pay Landlord under this Lease (prorated to reflect obligations
allocable to that portion of the premises subject to such sublease or assignment)
shall be divided evenly between Landlord and Tenant, with Landlord’s portion being
payable to Landlord as Additional Rental under this Lease without affecting or
reducing any other obligation of Tenant hereunder.




          (f) Regardless of Landlord’s consent, no subletting or assignment shall
release Tenant of
Tenant’s obligation or alter the primary liability of Tenant to pay the Rent
and to perform all other obligations to be
performed by Tenant hereunder. The acceptance of rental by Landlord from any
other person shall not be deemed to
be a waiver by Landlord of any provision hereof. Consent to one assignment or
subletting shall not be deemed
consent to any subsequent assignment or subletting. In the event of default
by any assignee of Tenant or any
successor of Tenant in the performance of any of the terms hereof, Landlord
may proceed directly against Tenant
without the necessity of exhausting remedies against such assignee or
successor.




          (g) In the event that (i) the Premises or any part thereof are sublet and
Tenant is in default
under this Lease, or (ii) this Lease is assigned by Tenant, then, Landlord
may collect Rent from the assignee or
subtenant and apply the net amount collected to the rent herein reserved; but
no such collection shall be deemed a
waiver of the provisions of this Article 12 with respect to
assignment and subletting, or the acceptance of such
assignee or subtenant as Tenant hereunder, or a release of Tenant from
further performance of the covenants herein
contained.




          (h) In connection with each proposed assignment or subletting of the
Premises by Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250
per request (including requests for non-disturbance agreements and Landlord’s or
its lender’s waivers) in order to defer Landlord’s administrative expenses arising
from such request, plus (ii) Landlord’s reasonable attorneys’ fees not to exceed
$2,000.




          (i) Notwithstanding anything to the contrary set forth above, Tenant shall be
permitted
without Landlord’s prior written consent, and subject to the terms of this
subparagraph 12(i) to Transfer all or a portion of the Premises to an “Affiliate”
of Tenant. For purposes of this subparagraph, Affiliate shall mean; (i) a
corporation which owns fifty percent (50%) or more of the outstanding common stock
of Tenant, or (ii) a corporation which has fifty percent (50%) or more of its
common stock owned by Tenant, or (iii) a partnership which owns fifty percent
(50%) or more of the common stock of Tenant, or (iv) a partnership which has fifty
percent (50%) or more of its interest in partnership profits owned by Tenant, (v)
an entity which is the surviving entity in a merger pursuant to state corporation
or partnership law with the Tenant, (vi) a corporation or other entity to which
Tenant sells all or substantially all of its assets, provided that such
corporation or other entity has a net worth equal to or better than Tenant’s at
the time of the execution of this Lease, or (vii) any entity which controls, is
controlled by or is



15









 






under common control with Tenant. The effectiveness of such Transfer to an
Affiliate of Tenant shall nevertheless be conditioned on the following: (a)
Landlord receiving a fully executed copy of the full documentation governing the
Transfer, in the form and substance approved by Landlord, and (b) such sublessee
shall acknowledge that its rights arise through and are limited by the Lease, and
shall agree to comply with the Lease (with such exceptions as may be consented to
by Landlord), and (c) a written acknowledgment by Tenant evidencing that Tenant is
not released from its obligations under this Lease. In addition, a sale or
transfer of the capital stock of Tenant shall be deemed a permitted Transfer if
Tenant is or becomes a publicly traded company whose stock is listed on a
nationally recognized stock exchange; provided however, that the tangible net
worth of the new entity following an initial public offering is not less than
Tenant’s net worth at such time. In no event shall Tenant be released or
discharged from any liability under this Lease by reason of such assignment.




          (j) Anything in this Article 12 to the contrary notwithstanding, no
assignment or sublease
shall be permitted under this Lease if Tenant is in default at the time of such
assignment.




     13. LANDLORD’S RIGHT OF ENTRY.



     Landlord and persons authorized by Landlord may enter the Premises at
all reasonable times upon reasonable advance notice (except in the case of an
emergency in which case no prior notice is necessary) for the purpose of
inspections, repairs, alterations to adjoining space, appraisals, or other
reasonable purposes; including enforcement of Landlord’s rights under this Lease.
Tenant shall have the right to accompany Landlord during each entry. Landlord
shall use commercially reasonable efforts to perform all routine maintenance in a
manner which does not interfere with Tenant’s business. Landlord shall not be
liable for inconvenience to or disturbance of Tenant by reason of any such entry.
Provided, however, that such efforts shall not require Landlord to use overtime
labor unless Tenant shall pay for the increased costs to be incurred by Landlord
for such overtime labor. Landlord also shall have the right to enter the Premises
at all reasonable times after giving prior oral notice to Tenant, to exhibit the
Premises to any prospective purchaser and/or mortgagee. During the last nine
months of the Term or in the Event of Default, Landlord also shall have the right
to enter the Premises at all reasonable times after giving prior oral notice to
Tenant, to exhibit the Premises to any prospective tenants.



     14. REPAIRS AND MAINTENANCE.



          (a) Except as specifically otherwise provided in subparagraphs (b) and
(c) of this Article,
Tenant, at its sole cost and expense and throughout the Term of this Lease,
shall keep and maintain the Premises in
good order and condition, free of accumulation of dirt and rubbish. Tenant
shall have the option of replacing lights,
ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it
shall have the ability to advise Landlord of
Tenant’s desire to have Landlord make such repairs. If requested by Tenant,
Landlord shall make such repairs to the
Premises within a reasonable time of notice to Landlord. When used in this
Article 14, the term “repairs” shall
include replacements and renewals when necessary. All repairs made by Tenant
shall utilize materials and
equipment which are at least equal in quality and usefulness to those
originally used in constructing the Building and
the Premises.




          (b) Landlord, throughout the Term of this Lease and at Landlord’s sole cost
and expenses,
shall make all necessary repairs to the footings and foundations and the
structural steel columns and girders forming
a part of the Premises.




          (c) Landlord
shall maintain all HVAC systems, plumbing and electric systems
serving the
Building and the Premises. Tenant’s Allocated Share of Landlord’s cost for
HVAC, electric and plumbing service,
maintenance and repairs, as limited under Article 6 with respect to
capital expenditures, shall be included as a
portion of Recognized Expenses as provided in Article 6 hereof.




          (d) Landlord, throughout the Term of this Lease, shall make all necessary
repairs to the
Building outside of the Premises and the common areas, including the roof,
walls, exterior portions of the Premises




16









 







and the Building, utility lines, equipment and other utility facilities in the
Building, which serve more than one tenant of the Building, and to any driveways,
sidewalks, curbs, loading, parking and landscaped areas, and other exterior
improvements for the Building; provided, however, that Landlord shall have no
responsibility to make any repairs unless and until Landlord receives written
notice of the need for such repair or Landlord has actual knowledge of the need to
make such repair. Tenant shall pay its Allocated Share of the cost of all repairs,
as limited under Article 6  with respect to capital repairs, to be
performed by Landlord pursuant to this Paragraph 14(d) as Additional Rent as
provided in Article 6 hereof.




          (e) Landlord shall keep and maintain all common areas appurtenant to the
Building and any
sidewalks, parking areas, curbs and access ways adjoining the Property in a
clean and orderly condition, free of
accumulation of dirt, rubbish, snow and ice, and shall keep and maintain all
landscaped areas in a neat and orderly
condition. Tenant shall pay its Allocated Share of the cost of all work to be
performed by Landlord pursuant to this
Paragraph (e) as Additional Rent as provided in Article 6 hereof.
Landlord’s obligation to provide snow removal
services shall be limited to the parking areas and the sidewalk entrances to
the Building.




          (f) Notwithstanding anything herein to the contrary, repairs to the Premises,
Building or
Project and its appurtenant common areas made necessary by a negligent or
willful act or omission of Tenant or any
employee, agent, contractor, or invitee of Tenant shall be made at the sole
cost and expense of Tenant, except to the
extent of insurance proceeds received by Landlord.




          (g) Landlord shall provide Tenant with janitorial services for the Premises
Monday through
Friday of each week in accordance with the guidelines set forth in
Exhibit “D” attached hereto and the Tenant shall
pay its Allocated Share of the cost thereof as Additional Rent as provided in
Article 6 hereof.




          (h) If Landlord shall fail to perform any of its obligations under
this Lease and such failure continues for a period of more than thirty (30) days
after receipt of written notice from Tenant specifying such failure, or if such
failure is of a nature to require more than thirty (30) days for remedy and
continues beyond the time reasonably necessary to cure (and Landlord has not
undertaken procedures to cure the default within such thirty (30) day period and
diligently pursued such efforts to complete such cure), Tenant may, in addition to
any other remedy available at law or in equity, upon at least five (5) business
days prior written notice, incur any reasonably necessary expense to perform the
obligation of Landlord specified in such notice and deduct such expense from the
Fixed Rent.




     15. INSURANCE; SUBROGATION RIGHTS.



          (a) Tenant shall obtain and keep in force at all times during the term
hereof, at its own
expense, commercial general liability insurance including contractual
liability and personal injury liability and all
similar coverage, with combined single limits of $3,000,000.00 on account of
bodily injury to or death of one or
more persons as the result of any one accident or disaster and on account of
damage to property, or in such other
amounts as Landlord may from time to time require. Tenant shall also require
its movers to procure and deliver to
Landlord a certificate of insurance naming Landlord as an additional insured.




          (b) Tenant shall, at its sole cost and expense, maintain in full force and
effect on all Tenant’s
trade fixtures, equipment and personal property on the Premises, a policy of
“special form” property insurance
covering the full replacement value of such property.




          (c) All liability insurance required hereunder shall not be subject to
cancellation without at
least thirty (30) days prior notice to all insureds, and shall name Landlord,
Brandywine Realty Trust, Landlord’s
Agent and Tenant as insureds, as their interests may appear, and, if requested
by Landlord, shall also name as an
additional insured any mortgagee or holder of any mortgage which may be or
become a lien upon any part of the
Premises. Prior to the commencement of the Term, Tenant shall provide Landlord
with certificates which evidence
that the coverages required have been obtained for the policy periods. Tenant
shall also furnish to Landlord
throughout the term hereof replacement certificates at least thirty (30) days
prior to the expiration dates of the then





17









 







current policy or policies. All the insurance required under this Lease shall be
issued by insurance companies authorized to do business in the Commonwealth of
Pennsylvania with a financial rating of at least an A-X as rated in the most
recent edition of Best’s Insurance Reports and in business for the past five
years. The limit of any such insurance shall not limit the liability of Tenant
hereunder. If Tenant fails to procure and maintain such insurance, Landlord may,
but shall not be required to, procure and maintain the same, at Tenant’s expense
to be reimbursed by Tenant as Additional Rent within ten (10) days of written
demand. Any deductible under such insurance policy or self-insured retention under
such insurance policy in excess of Twenty Five Thousand ($25,000) must be approved
by Landlord in writing prior to issuance of such policy. Tenant shall not
self-insure without Landlord’s prior written consent. Notwithstanding the
foregoing, the original Tenant hereunder may self-insure and maintain a deductible
in excess of $25,000 provided that this waiver is personal to such original Tenant
and shall not apply to any assignee or subtenant. The policy limits set forth
herein shall be subject to periodic review, and Landlord reserves the right to
require that Tenant increase the liability coverage limits if, in the reasonable
opinion of Landlord, the coverage becomes inadequate or is less than commonly
maintained by tenants of similar buildings in the area making similar uses.




          (d) Landlord shall obtain and maintain the following insurance during the
Term of this Lease:
(i) replacement cost insurance including “special form” property insurance on
the Building and on the Project, (ii)
builder’s risk insurance for the Landlord Work to be constructed by Landlord in
the Project, and (iii) commercial general liability insurance (including bodily
injury and property damage) covering Landlord’s operations at the Project in
amounts reasonably required by the Landlord’s lender or Landlord.




          (e) Each party hereto, and anyone claiming through or under them by way of
subrogation,
waives and releases any cause of action it might have against the other party
and Brandywine Realty Trust and their
respective employees, officers, members, partners, trustees and agents, on
account of any loss or damage that is
insured against under any insurance policy required to be obtained hereunder
(to the extent that such loss or damage
is recoverable under such insurance policy) that covers the Project, Building
or Premises, Landlord’s or Tenant’s
fixtures, personal property, leasehold improvements or business and which
names Landlord and Brandywine Realty
Trust or Tenant, as the case may be, as a party insured. Each party hereto
agrees that it will cause its insurance
carrier to endorse all applicable policies waiving the carrier’s right of
recovery under subrogation or otherwise
against the other party. During any period while such waiver of right of
recovery is in effect, each party shall look
solely to the proceeds of such policies for compensation for loss, to the
extent such proceeds are paid under such
policies.




     16. INDEMNIFICATION.



          (a) Tenant shall defend, indemnify and hold harmless Landlord and Brandywine
Realty Trust and
their respective employees and agents from and against any and all
third-party claims, actions, damages, liability and
expense (including all reasonable attorney’s fees, expenses and liabilities
incurred in defense of any such claim or
any action or proceeding brought thereon) arising from (i) Tenant’s improper
use of the Premises, (ii) the improper
conduct of Tenant’s business, (iii) any activity, work or things done,
permitted or suffered by Tenant or its agents,
licensees or invitees in or about the Premises or elsewhere contrary to the
requirements of the Lease, (iv) any breach
or default in the performance of any obligation of Tenant’s part to be
performed under the terms of this Lease, and
(v) any negligence or willful act of Tenant or any of Tenant’s agents,
contractors, employees or invitees. Without
limiting the generality of the foregoing, Tenant’s obligations shall include
any case in which Landlord or
Brandywine Realty Trust shall be made a party to any litigation commenced by
or against Tenant, its agents,
subtenants, licensees, concessionaires, contractors, customers or employees,
then Tenant shall defend, indemnify and
hold harmless Landlord and Brandywine Realty Trust and shall pay all costs,
expenses and reasonable attorney’s fees
incurred or paid by Landlord and Brandywine Realty Trust in connection with
such litigation, after notice to Tenant
and Tenant’s refusal to defend such litigation, and upon notice from Landlord
shall defend the same at Tenant’s
expense by counsel satisfactory to Landlord.




          (b) Landlord shall defend, indemnify and hold harmless Tenant and its
respective employees and
agents from and against any and all third-party claims, actions, damages,
liability and expense (including all




          
18









 








attorney’s fees, expenses and liabilities incurred in defense of any such claim or
any action or proceeding brought thereon) arising from (i) Landlord’s improper use
of the Premises, (ii) the improper conduct of Landlord’s business, (iii) any
activity, work or things done, permitted or suffered by Landlord in or about the
Premises or elsewhere contrary to the requirements of the Lease, (iv) any breach
or default in the performance of any obligation of Landlord’s part to be performed
under the terms of this Lease, and (v) any negligence or willful act of Landlord
or any of Landlord’s agents, contractors, employees or invitees without limiting
the generality of the foregoing, Landlord’s obligations shall include any case in
which Tenant shall be made a party to any litigation commenced by or against
Landlord, its agents, subtenants, licensees, concessionaires, contractors,
customers or employees, then Landlord shall defend, indemnify and hold harmless
Tenant and shall pay all costs, expenses and reasonable attorney’s fees incurred
or paid by Tenant in connection with such litigation, after notice to Landlord and
Landlord’s refusal to defend such litigation, and upon notice from Tenant shall
defend the same at Landlord’s expense by counsel satisfactory to Tenant.




     17. QUIET ENJOYMENT.



     Provided Tenant has performed all of the terms and conditions of this Lease,
including the payment of Fixed Rent and Additional Rent, to be performed by
Tenant, Tenant shall peaceably and quietly hold and enjoy the Premises for the
Term, without hindrance from Landlord, or anyone claiming by through or under
Landlord under and subject to the terms and conditions of this Lease and of any
mortgages now or hereafter affecting all of or any portion of the Premises.



     18. FIRE DAMAGE.



          (a) Except as provided below, in case of damage to the Premises by fire,
flood or other insured
casualty, Landlord shall repair the damage. Such repair work shall be
commenced promptly following notice of the
damage and completed with due diligence, taking into account the time
required for Landlord to effect a settlement
with and procure insurance proceeds from the insurer, except for delays due
to governmental regulation, scarcity of
or inability to obtain labor or materials, intervening acts of God or other
causes beyond Landlord’s reasonable
control.




          (b) Notwithstanding the foregoing, if (i) the damage is of a nature or extent
that, in Landlord’s
reasonable judgment (to be communicated to Tenant within thirty (30) days
from the date of the casualty), the repair
and restoration work would require more than one hundred eighty (180)
consecutive days to complete after the
casualty (assuming normal work crews not engaged in overtime), or (ii) if
more than thirty (30%) percent of the total
area of the Building is extensively damaged, or (iii) the casualty occurs in
the last Lease Year of the Term and
Tenant has not exercised a renewal right, either party shall have the right
to terminate this Lease and all the
unaccrued obligations of the parties hereto, by sending written notice of
such termination to the other within ten (10)
days of Tenant’s receipt of the notice from Landlord described above. Such
notice is to specify a termination date no
less than fifteen (15) days after its transmission.




          (c) If the insurance proceeds received by Landlord as dictated by the terms
and conditions of any
financing then existing on the Building, (excluding any rent insurance
proceeds) would not be sufficient to pay for
repairing the damage or are required to be applied on account of any mortgage
which encumbers any part of the
Premises or Building, or if the nature of loss is not covered by Landlord’s
fire insurance coverage, Landlord may
elect either to (i) repair the damage as above provided notwithstanding such
fact or (ii) terminate this Lease by
giving Tenant notice of Landlord’s election as aforesaid.




          (d) In the event Landlord has not completed restoration of the Premises
within one hundred eighty
(180) days from the date of casualty (subject to delay due to weather
conditions in excess of those typically
accounted for in the industry, shortages of labor or materials or other
reasons beyond Landlord’s control, Tenant may
terminate this Lease by written notice to Landlord within thirty (30)
business days following the expiration of such
180 day period (as extended for reasons beyond Landlord’s control as provided
above) unless, within thirty (30)
business days following receipt of such notice, Landlord has substantially
completed such restoration and delivered







19









 







the Premises to Tenant for occupancy.




          (e) In the event of damage or destruction to the Premises or any part
thereof, Tenant’s obligation to pay Fixed Rent and Additional Rent shall be
equitably adjusted or abated.




     19. SUBORDINATION; RIGHTS OF MORTGAGEE.



          (a) This Lease shall be subject and subordinate at all times to the lien of
any mortgages now
or hereafter placed upon the Premises, Building and/or Project and land of
which they are a part without the
necessity of any further instrument or act on the part of Tenant to
effectuate such subordination. Tenant further
agrees to execute and deliver upon demand such further instrument or
instruments evidencing such subordination of
this Lease to the lien of any such mortgage and such further instrument or
instruments of attornment as shall be
desired by any mortgagee or proposed mortgagee or by any other person.
Notwithstanding the foregoing, any
mortgagee may at any time subordinate its mortgage to this Lease, without
Tenant’s consent, by notice in writing to
Tenant, and thereupon this Lease shall be deemed prior to such mortgage
without regard to their respective dates of
execution and delivery and in that event such mortgagee shall have the same
rights with respect to this Lease as
though it had been executed prior to the execution and delivery of the
mortgage. Upon written request of Tenant,
Landlord shall use its reasonable efforts to deliver a subordination,
attornment and nondisturbance agreement
(“Nondisturbance Agreement”) from Landlord’s Mortgagee, on each such
mortgagee’s standard form, which shall
provide, inter alia, that the leasehold estate granted to Tenant
under this Lease will not be terminated or disturbed by
reason of the foreclosure of the mortgage held by Landlord’s Mortgagee, so
long as Tenant shall not be in default
under this Lease and shall pay all sums due under this Lease without offsets
or defenses thereto and shall fully
perform and comply with all of the terms, covenants and conditions of this
Lease on the part of Tenant to be
performed and/or complied with, and in the event a mortgagee or its
respective successor or assigns shall enter into
and lawfully become possessed of the Premises covered by this Lease and shall
succeed to the rights of Landlord
hereunder, Tenant will attorn to the successor as its landlord under this
Lease and, upon the request of such successor
landlord, Tenant will execute and deliver an attornment agreement in favor of
the successor landlord.




          (b) In the event Landlord shall be or is alleged to be in default of any of
its obligations owing
to Tenant under this Lease, Tenant agrees to give to the holder of any
mortgage (collectively the “Mortgagee”) now
or hereafter placed upon the Premises, Building and/or Project, notice by
overnight mail of any such default which
Tenant shall have served upon Landlord, provided that prior thereto Tenant
has been notified in writing (by way of
Notice of Assignment of Rents and/or Leases or otherwise in writing to
Tenant) of the name and addresses of any
such Mortgagee. Tenant shall not be entitled to exercise any right or remedy
as there may be because of any default
by Landlord without having given such notice to the Mortgagee; and Tenant
further agrees that if Landlord shall fail
to cure such default the Mortgagee shall have forty-five (45) additional days
(measured from the later of the date on
which the default should have been cured by Landlord or the Mortgagee’s
receipt of such notice from Tenant), within
which to cure such default, provided that if such default be such that the
same could not be cured within such period
and Mortgagee is diligently pursuing the remedies necessary to effectuate the
cure (including but not limited to
foreclosure proceedings if necessary to effectuate the cure); then Tenant
shall not exercise any right or remedy as
there may be arising because of Landlord’s default, including but not limited
to, termination of this Lease as may be
expressly provided for herein or available to Tenant as a matter of law, if
the Mortgagee either has cured the default
within such time periods, or as the case may be, has initiated the cure of
same within such period and is diligently
pursuing the cure of same as aforesaid.




     20. CONDEMNATION.



          (a) If more than twenty (20%) percent of the floor area of the
Premises is taken or
condemned for a public or quasi-public use (a sale in lieu of condemnation to be
deemed a taking or condemnation for purposes of this Lease), this Lease shall, at
either party’s option, terminate as of the date title to the condemned real estate
vests in the condemnor, and the Fixed Rent and Additional Rent herein reserved
shall be apportioned and paid in full by Tenant to Landlord to that date and all
rent prepaid for period beyond that date shall forthwith be repaid by Landlord to
Tenant and neither party shall thereafter have any liability hereunder.






20









 








          (b) If less than twenty (20%) percent of the floor area of the Premises is
taken or if neither
Landlord nor Tenant have elected to terminate this Lease pursuant to the
preceding sentence, Landlord shall do such
work as may be reasonably necessary to restore the portion of the Premises
not taken to tenantable condition for
Tenant’s uses, but shall not be required to expend more than the net award
Landlord reasonably expects to be
available for restoration of the Premises. If Landlord determines that the
damages available for restoration of the
Building and/or Project will not be sufficient to pay the cost of
restoration, or if the condemnation damage award is
required to be applied on account of any mortgage which encumbers any part of
the Premises, Building and/or
Project, Landlord may terminate this Lease by giving Tenant thirty (30) days
prior notice specifying the termination
date.




          (c) If this Lease is not terminated after any such taking or condemnation,
the Fixed Rent and
the Additional Rent shall be equitably reduced in proportion to the area of
the Premises which has been taken for the
balance of the Term.




          (d) If a part or all of the Premises shall be taken or condemned, all
compensation awarded
upon such condemnation or taking shall go to Landlord and Tenant shall have
no claim thereto other than Tenant’s
damages associated with moving, storage and relocation; and Tenant hereby
expressly waives, relinquishes and
releases to Landlord any claim for damages or other compensation to which
Tenant might otherwise be entitled
because of any such taking or limitation of the leasehold estate hereby
created, and irrevocably assigns and transfers
to Landlord any right to compensation of all or a part of the Premises or the
leasehold estate.




     21. ESTOPPEL CERTIFICATE.



          (a) Each party agrees at any time and from time to time, within fifteen
(15) days after the other party’s written request, to execute, acknowledge and
deliver to the other party a written instrument in recordable form certifying all
information reasonably requested, including but not limited to, the following:
that this Lease is unmodified and in full force and effect (or if there have been
modifications, that it is in full force and effect as modified and stating the
modifications), the Commencement Date, the expiration date of this Lease, the
square footage of the Premises, the rental rates applicable to the Premises, the
dates to which Rent, Additional Rent, and other charges have been paid in advance,
if any, and stating whether or not to the best knowledge of the party signing such
certificate, the requesting party is in default in the performance of any
covenant, agreement or condition contained in this Lease and, if so, specifying
each such default of which the signer may have knowledge. It is intended that any
such certification and statement delivered pursuant to this Article may be relied
upon by any prospective purchaser of the Project or any mortgagee thereof or any
assignee of Landlord’s interest in this Lease or of any mortgage upon the fee of
the Premises or any part thereof.




     22. DEFAULT.



          If:




          (a) Tenant fails to pay any installment of Fixed Rent or any amount of
Additional Rent when
due; provided, however, Landlord shall provide written notice of the failure
to pay such Rent and Tenant shall have a
five (5) business day grace period from its receipt of such Landlord’s notice
(facsimile receipt being deemed to be
notice hereunder) within which to pay such Rent without creating a default
hereunder. Except as otherwise set forth
in Article 5, the late fee set forth in Article 5 hereof shall be due on the
first day after such payment is due
irrespective of the foregoing notice and grace period. No additional notice
shall be required thereafter and
Landlord shall be entitled to immediately exercise its remedies hereunder if
payment is not received during
the grace period,




          (b) Tenant “abandons” the Premises as defined in Article 8(a),




          (c) Tenant fails to bond over a construction or mechanics lien within the
time period set forth




          
21









 








in
Article 11,




          (d) Tenant fails to observe or perform any of Tenant’s other non-monetary
agreements or
obligations herein contained within thirty (30) days after written notice
specifying the default, or the expiration of
such additional time period as is reasonably necessary to cure such default,
provided Tenant immediately
commences and thereafter proceeds with all due diligence and in good faith to
cure such default,




          (e) Tenant makes any assignment for the benefit of creditors,




          (f) a petition is filed or any proceeding is commenced against Tenant or by
Tenant under any
federal or state bankruptcy or insolvency law and such petition or proceeding
is not dismissed within thirty (30) days,




          (g) a receiver or other official is appointed for Tenant or for a substantial
part of Tenant’s
assets or for Tenant’s interests in this Lease,




          (h) any attachment or execution against a substantial part of
Tenant’s assets or of Tenant’s interests in this Lease remains unstayed or
undismissed for a period of more than ten (10) days, or




          (i) a substantial part of Tenant’s assets or of Tenant’s interest in this
Lease is taken by legal
process in any action against Tenant,



then, in any such event, an Event of Default shall be deemed to exist and Tenant shall be
in default hereunder.




          If an Event of Default shall occur, the following provisions shall apply and
Landlord shall have, in addition to all other rights and remedies available at law
or in equity, the rights and remedies set forth therein, which rights and remedies
may be exercised upon or at any time following the occurrence of an Event of
Default unless, prior to such exercise, Landlord shall agree in writing with
Tenant that the Event(s) of Default has been cured by Tenant in all respects.




          (a) Acceleration of Rent. In the event of a monetary Event of
Default by notice to Tenant,
Landlord may recover from Tenant the Rent and other charges payable by Tenant to
Landlord up to the time of such termination and, as damages, at the election of
Landlord at any time thereafter, either (1) the amount by which, at the time of
the termination of this Lease (or at any time or times thereafter under clause (2)
below), (a) the aggregate of the Rent and other charges projected over the then
remaining current term of the Lease exceeds (b) the aggregate projected rental
value of the Premises for such period (assuming an initial eighteen month vacancy
period), each discounted to current value at a rate equal to the Prime Rate plus
two (2%) percent (the “Accelerated Rent Component / Damage Calculation Amount”),
or (2) obtain annually amounts equal to the Rent and other charges which would
have been payable by Tenant for such year had the Lease not been so terminated,
less net rents actually received by Landlord from a reletting of the Premises
during such year. In addition, Landlord shall be entitled to recover from Tenant
the projected, in the case of recovery under clause (I) above, or the actual, in
the case of recovery under clause (2) above, reasonable expenses of terminating
this Lease, as well as the reasonable expenses of re-letting, including altering
and preparing the Premises for new tenants, brokers’ commissions, and all other
similar and dissimilar expenses incurred as a result of Tenant’s default.




          Notwithstanding the foregoing or the application of any rule of law based on
election of remedies or otherwise, if Tenant fails to pay the accelerated rent in
full when due, Landlord thereafter shall have the right by notice to Tenant, (i)
to terminate Tenant’s further right to possession of the Premises and (ii) to
terminate this Lease under subparagraph (b) below; and if Tenant shall have paid
part but not all of the accelerated rent, the portion thereof attributable to the
period equivalent to the part of the Term remaining after Landlord’s termination
of possession or termination of this Lease shall be applied by Landlord against
Tenant’s obligations owing to Landlord, as determined by the applicable provisions
of subparagraphs (c) and (d) below.








22









 








          (b) Termination of Lease. By notice to Tenant, Landlord shall have
the right to terminate this
Lease as of a date specified in the notice of termination and in such case,
Tenant’s rights, including any based on any
option to renew, to the possession and use of the Premises shall end
absolutely as of the termination date; and this
Lease shall also terminate in all respects except for the provisions hereof
regarding Landlord’s damages and Tenant’s
liabilities arising prior to, out of and following the Event of Default and
the ensuing termination.




          Following such termination and the notice of same provided above (as well as
upon any other termination of this Lease by expiration of the Term or otherwise)
Landlord immediately shall have the right to recover possession of the Premises;
and to that end, Landlord may enter the Premises and take possession, without the
necessity of giving Tenant any notice to quit or any other further notice, with or
without legal process or proceedings, and in so doing Landlord may remove Tenant’s
property (including any improvements or additions to the Premises which Tenant
made, unless made with Landlord’s consent which expressly permitted Tenant to not
remove the same upon expiration of the Term), as well as the property of others as
may be in the Premises, and make disposition thereof in such manner as Landlord
may deem to be commercially reasonable and necessary under the circumstances.




          (c) Tenant’s Continuing Obligations/Landlord’s Reletting Rights.




               (i) Unless and until Landlord shall have terminated this Lease under
subparagraph
(b) above, Tenant shall remain fully liable and responsible to perform all of the
covenants and to observe all the conditions of this Lease throughout the remainder
of the Term to the early termination date; and, in addition, Tenant shall pay to
Landlord, upon demand and as Additional Rent, the total sum of all costs, losses,
damages and expenses, including reasonable attorneys’ fees, as Landlord incurs,
directly or indirectly, because of any Event of Default having occurred.



               (ii) If Landlord either terminates Tenant’s right to
possession without terminating
this Lease or terminates this Lease and Tenant’s leasehold estate as above
provided, then, subject to the provisions below, Landlord shall have the
unrestricted right to relet the Premises or any part(s) thereof to such tenant(s)
on such provisions and for such period(s) as Landlord may deem appropriate.
Landlord agrees, however, to use reasonable efforts to mitigate its damages,
provided that Landlord shall not be liable to Tenant for its inability to mitigate
damages if it shall endeavor to relet the Premises in like manner as it offers
other comparable vacant space or property available for leasing to others in the
Project of which the Building is a part. If Landlord relets the Premises after
such a default, the costs recovered from Tenant shall be reallocated to take into
consideration any additional rent which Landlord receives from the new tenant
which is in excess to that which was owed by Tenant.



          (d) Landlord’s Damages.




               (i) The damages which Landlord shall be entitled to recover from Tenant
shall be
the sum of:



                    (A) all Fixed Rent and Additional Rent accrued and unpaid as of the
termination
date; and



                    (B) (i) all costs and expenses incurred by Landlord in recovering
possession of
the Premises, including removal and storage of Tenant’s property, (ii) the
costs and expenses of restoring the Premises to the condition in which the
same were to have been surrendered by Tenant as of the expiration of the Term,
and (iii) the costs of reletting commissions; and



                    (C) all Fixed Rent and Additional Rent (to the extent that the
amount(s) of
Additional Rent has been then determined) otherwise payable by Tenant over the
remainder of the Term as reduced to present value.



23









 




Less deducting from the total determined under subparagraphs (A), (B) and (C) all
Rent and all other Additional Rent to the extent determinable as aforesaid, (to
the extent that like charges would have been payable by Tenant) which Landlord
receives from other tenant(s) by reason of the leasing of the Premises or part
during or attributable to any period falling within the otherwise remainder of the
Term.




               (ii) The damage sums payable by Tenant under the preceding
provisions of this
paragraph (d) shall be payable on demand from time to time as the amounts are
determined; and if from Landlord’s subsequent receipt of rent as aforesaid from
reletting, there be any excess payment(s) by Tenant by reason of the crediting of
such rent thereafter received, the excess payment(s) shall be refunded by Landlord
to Tenant, without interest.



               (iii) Landlord may enforce and protect the rights of Landlord
hereunder by a suit or
suits in equity or at law for the specific performance of any covenant or
agreement contained herein, and for the enforcement of any other appropriate legal
or equitable remedy, including, without limitation, injunctive relief, and for
recovery of consequential damages (provided that consequential damages shall only
be collected in the event that the default is due to Tenant’s failure to vacate
the Premises upon the expiration or earlier termination of this Lease) and all
moneys due or to become due from Tenant under any of the provisions of this Lease.



          (e) Landlord’s Right to Cure. Without limiting the generality of the
foregoing, if Tenant
shall be in default in the performance of any of ils obligations hereunder
for more than thirty days from Landlord’s
prior notice, Landlord, without being required to give Tenant any further
notice or opportunity to cure, may (but
shall not be obligated to do so), in addition to any other rights it may have
in law or in equity, cure such default on
behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any
sums paid or costs incurred by
Landlord in curing such default, including reasonable attorneys’ fees and
other legal expenses, together with interest
at 10% per annum Rate from the dates of Landlord’s incurring of costs or
expenses.




          Tenant further waives the right to any notices to quit as may be specified
in the Landlord and Tenant Act of Pennsylvania, Act of April 6, 1951, as
amended, or any similar or successor provision of law, and agrees that five (5)
days notice shall be sufficient in any case where a longer period may be
statutorily specified.




          (f) Additional Remedies. In addition to, and not in lieu of any of
the foregoing rights granted to
Landlord provided Landlord provides an additional notice to Tenant specifying
that it will be exercising its rights
under this Article 22(f):



WHEN THIS LEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR
CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS LEASE OR
ANY RENEWAL OR EXTENSION THEREOF, AND ALSO WHEN AND AS SOON AS THE TERM HEREBY
CREATED OR ANY EXTENSION THEREOF SHALL HAVE EXPIRED, IT SHALL BE LAWFUL FOR ANY
ATTORNEY AS ATTORNEY FOR TENANT TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT
COURT AN ACTION TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS
CLAIMING UNDER TENANT, WHEREUPON, IF LANDLORD SO DESIRES, A WRIT OF EXECUTION OR
OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR WRIT OF PROCEEDINGS,
WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION SHALL HAVE BEEN
COMMENCED THE SAME SHALL BE DETERMINED AND THE POSSESSION OF THE PREMISES HEREBY
DEMISED REMAIN IN OR BE. RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON
ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON THE TERMINATION OF THIS LEASE AS
HEREINBEFORE SET FORTH, TO BRING ONE OR MORE ACTION OR ACTIONS AS HEREINBEFORE SET
FORTH TO RECOVER POSSESSION OF THE SAID PREMISES.




          In any action to confess judgment in ejectment, Landlord shall first cause to
be filed in such action an affidavit made by it or someone acting for it setting
forth the facts necessary to authorize the entry of judgment, of which facts such
affidavit shall be conclusive evidence, and if a true copy of this Lease (and of
the truth of the copy such affidavit shall be sufficient evidence) be filed in
such action, it shall not be necessary to file the original as a







24









 







warrant of attorney, any rule of Court, custom or practice to the contrary
notwithstanding.




                         (INITIAL). TENANT WAIVER. TENANT SPECIFICALLY ACKNOWLEDGES
THAT TENANT HAS VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVED CERTAIN DUE
PROCESS RIGHTS TO A PREJUDGMENT HEARING BY AGREEING TO THE TERMS OF THE FOREGOING
PARAGRAPHS REGARDING CONFESSION OF JUDGMENT. TENANT FURTHER SPECIFICALLY AGREES
THAT IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE REMEDIES INCLUDING
OBTAINING POSSESSION PURSUANT TO A JUDGMENT BY CONFESSION AND EXECUTING UPON SUCH
JUDGMENT. IN SUCH EVENT AND SUBJECT TO THE TERMS SET FORTH HEREIN, LANDLORD SHALL
PROVIDE FULL CREDIT TO TENANT FOR ANY MONTHLY CONSIDERATION WHICH LANDLORD
RECEIVES FOR THE LEASED PREMISES IN MITIGATION OF ANY OBLIGATION OF TENANT TO
LANDLORD FOR THAT MONEY. FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM AGAINST
LANDLORD AND LANDLORD’S COUNSEL FOR VIOLATION OF TENANT’S CONSTITUTIONAL RIGHTS IN
THE EVENT THAT JUDGMENT IS CONFESSED PURSUANT TO THIS LEASE.



          (g) Interest on Damage Amounts. Any sums payable by Tenant
hereunder, which are not paid after the same shall be due, shall bear interest
from that day until paid at the rate of two (2%) percent over the then Prime Rate
as published daily under the heading “Money Rates” in The Wall Street
Journal, unless such rate be usurious as applied to Tenant, in which case the
highest permitted legal rate shall apply (the “Default Rate”).




          (h) Landlord’s Statutory Rights. Landlord shall have all
rights and remedies now or hereafter existing at law or in equity with respect to
the enforcement of Tenant’s obligations hereunder and the recovery of the
Premises. No right or remedy herein conferred upon or reserved to Landlord shall
be exclusive of any other right or remedy, but shall be cumulative and in addition
to all other rights and remedies given hereunder or now or hereafter existing at
law. Landlord shall be entitled to injunctive relief in case of the violation, or
attempted or threatened violation, of any covenant, agreement, condition or
provision of this Lease, or to a decree compelling performance of any covenant,
agreement, condition or provision of this Lease.




          (i) Remedies Not Limited. Nothing herein contained shall limit or
prejudice the right of
Landlord to exercise any or all rights and remedies available to Landlord by
reason of default or to prove for and obtain in proceedings under any bankruptcy
or insolvency laws, an amount equal to the maximum allowed by any law in effect at
the time when, and governing the proceedings in which, the damages are to be
proved, whether or not the amount be greater, equal to, or less than the amount of
the loss or damage referred to above.




          (j) No Waiver by Landlord. No delay or forbearance by Landlord in
exercising any right or
remedy hereunder, or Landlord’s undertaking or performing any act or matter which
is not expressly required to be undertaken by Landlord shall be construed,
respectively, to be a waiver of Landlord’s rights or to represent any agreement by
Landlord to undertake or perform such act or matter thereafter. Waiver by Landlord
of any breach by Tenant of any covenant or condition herein contained (which
waiver shall be effective only if so expressed in writing by Landlord) or failure
by Landlord to exercise any right or remedy in respect of any such breach shall
not constitute a waiver or relinquishment for the future of Landlord’s right to
have any such covenant or condition duly performed or observed by Tenant, or of
Landlord’s rights arising because of any subsequent breach of any such covenant or
condition nor bar any right or remedy of Landlord in respect of such breach or any
subsequent breach. Landlord’s receipt and acceptance of any payment from Tenant
which is tendered not in conformity with the provisions of this Lease or following
an Event of Default (regardless of any endorsement or notation on any check or any
statement in any letter accompanying any payment) shall not operate as an accord
and satisfaction or a waiver of the right of Landlord to recover any payments then
owing by Tenant which are not paid in full, or act as a bar to the termination of
this Lease and the recovery of the Premises because of Tenant’s previous default.




     23. LANDLORD’S LIEN.



     Upon request, Landlord shall issue to Tenant’s lender Landlord’s commercially reasonable form of



25









 




Landlord’s Waiver.




     24. LANDLORD’S REPRESENTATIONS AND WARRANTIES.



          Landlord represents and warrants to Tenant that: (a) Landlord is the owner of
the Building and the Project; (b) Landlord has the authority to enter into this
Lease and (c) the person executing this Lease is duly authorized to execute and
deliver this Lease on behalf of Landlord.




     25. SURRENDER.



          Tenant shall, at the expiration of the Term, promptly quit and surrender the
Premises in good order and condition and in conformity with the applicable
provisions of this Lease, excepting only reasonable wear and tear and damage by
fire or other insured casualty. Tenant shall have no right to hold over beyond the
expiration of the Term and in the event Tenant shall fail to deliver possession of
the Premises as herein provided, such occupancy shall not be construed to effect
or constitute other than a tenancy at sufferance. During the first thirty (30)
days of occupancy beyond the expiration of the Term the amount of rent owed to
Landlord by Tenant shall automatically become one hundred fifty percent (150%) the
sum of the Rent as those sums are at that time calculated under the provisions of
the Lease. If Tenant fails to surrender the space within thirty (30) days of the
termination date, Landlord may elect to automatically extend the Term for an
additional month with a Rent of two hundred percent (200%) the sum of the Rent as
those sums are at that time calculated under the provisions of the Lease. The
acceptance of rent by Landlord or the failure or delay of Landlord in notifying or
evicting Tenant following the expiration or sooner termination of the Term shall
not create any tenancy rights in Tenant and any such payments by Tenant may be
applied by Landlord against its costs and expenses, including attorney’s fees,
incurred by Landlord as a result of such holdover.




     26. RULES AND REGULATIONS.



          Tenant agrees that at all times during the terms of this Lease (as same may
be extended) it, its employees, agents, invitees and licenses shall comply with
all rules and regulations specified on Exhibit “C” attached hereto and
made a part hereof, together with all reasonable Rules and Regulations as Landlord
may from time to time promulgate provided they do not increase the financial
burdens of Tenant or unreasonably restrict Tenant’s rights under this Lease.
Tenant’s right to dispute the reasonableness of any changes in or additions to the
Rules and Regulations shall be deemed waived unless asserted to Landlord within
ten (10) business days after Landlord shall have given Tenant written notice of
any such adoption or change. In case of any conflict or inconsistency between the
provisions of this Lease and any Rules and Regulations, the provisions of this
Lease shall control. Landlord shall have no duty or obligation to enforce any Rule
and Regulation, or any term, covenant or condition of any other lease, against any
other tenant, and Landlord’s failure or refusal to enforce any Rule or Regulation
or any term, covenant of condition of any other lease against any other tenant
shall be without liability of Landlord to Tenant. However, if Landlord does
enforce Rules or Regulations, Landlord shall endeavor to enforce same equally in a
non-discriminatory manner.




     27. GOVERNMENTAL REGULATIONS.



          (a) Tenant shall, in the use and occupancy of the Premises and the conduct of
Tenant’s business or
profession therein, at all times comply with all applicable laws, ordinances,
orders, notices, rules and regulations of
the federal, state and municipal governments, or any of their departments and
the regulations of the insurers of the
Premises, Building and/or Project.




          (b) Without limiting the generality of the foregoing, Tenant shall (i)
obtain, at Tenant’s expense,
before engaging in Tenant’s business or profession within the Premises, all
necessary licenses and permits including
(but not limited to) state and local business licenses or permits, and (ii)
remain in compliance with and keep in full
force and effect at all times all licenses, consents and permits necessary
for the lawful conduct of Tenant’s business
or profession at the Premises. Tenant shall pay all personal property taxes,
income taxes and other taxes,




          
26









 








assessments, duties, impositions and similar charges which are or may be
assessed, levied or imposed upon Tenant and which, if not paid, could be liened
against the Premises or against Tenant’s property therein or against Tenant’s
leasehold estate.




          (c) Landlord shall be responsible for compliance with Title III of the
Americans with Disabilities Act of 1990, 42 U.S.C. ‘12181 et seq. and its
regulations, (collectively, the “ADA”) (i) as to the design and construction of
interior and exterior common areas (e.g. sidewalks and parking areas) and (ii)
with respect to the initial design and construction by Landlord of Landlord’s
Work (as defined in Article 4 hereof). Except as set forth above in the
initial sentence hereto, Tenant shall be responsible for compliance with the ADA
in all other respects concerning the use and occupancy of the Premises, which
compliance shall include, without limitation (i) provision for lull and equal
enjoyment of the goods, services, facilities, privileges, advantages or
accommodations of the Premises as contemplated by and to the extent required by
the ADA, (ii) compliance relating to requirements under the ADA or amendments
thereto arising after the date of this Lease and (iii) compliance relating to the
design, layout, renovation, redecorating, refurbishment, alteration, or
improvement to the Premises made or requested by Tenant at any time following
completion of the Landlord’s Work.




     28. NOTICES.



          (a) Wherever in this Lease it shall be required or permitted that notice or
demand be given or served by either party to this Lease to or on the other party,
such notice or demand shall be deemed to have been duly given or served if in
writing and either: (i) personally served; (ii) delivered by pre-paid nationally
recognized overnight courier service (e.g. Federal Express) with evidence of
receipt required for delivery; (iii) forwarded by Registered or Certified mail,
return receipt requested, postage prepaid; (iv) facsimile with a copy mailed by
first class United States mail or (v) e-mailed with evidence of receipt and
delivery of a copy of the notice by first class mail; in all such cases addressed
to the parties at the addresses set forth in Article 1(1) hereof. Each
such notice shall be deemed to have been given to or served upon the party to
which addressed on the date the same is delivered or delivery is refused. Either
party hereto may change its address to which said notice shall be delivered or
mailed by giving written notice of such change to the other party hereto, as
herein provided.




     29. BROKERS.



          Landlord and Tenant each represents and warrants to the other that such party
has had no dealings, negotiations or consultations with respect to the Premises or
this transaction with any broker or finder other than the Broker identified in
Article 1(k); and that otherwise no broker or finder called the Premises
to Tenant’s attention for lease or took any part in any dealings, negotiations or
consultations with respect to the Premises or this Lease. Each party agrees to
indemnify and hold the other harmless from and against all liability, cost and
expense, including attorney’s fees and court costs, arising out of any
misrepresentation or breach of warranty under this Article.




     30. CHANGE OF BUILDING/PROJECT NAME.



          Landlord reserves the right at any time and from time to time to change the
name by which the Building and/or Project is designated. Landlord shall provide
tenant no less than thirty (30) days prior notice in the event Landlord changes
the name by which the Building and or Project is designated. The parties
acknowledge and agree that at this time there is no name for the Building or
Project other than its Township issued address and further acknowledge that the
Township may change the address at any time in its discretion with or without
notice.




     31. LANDLORD’S LIABILITY.



          Landlord’s obligations hereunder shall be binding upon Landlord only for the
period of time that Landlord is in ownership of the Building; and, upon
termination of that ownership, Tenant, except as to any obligations which are then
due and owing, shall look solely to Landlord’s successor in interest in the
Building for the satisfaction of each and every obligation of Landlord hereunder.
Landlord shall have no personal liability under any of the terms, conditions or
covenants of this Lease and Tenant shall look solely to the equity of Landlord in
the







27









 







Project of which the Premises form a part for the satisfaction of any claim,
remedy or cause of action accruing to Tenant as a result of the breach of any
section of this Lease by Landlord. In addition to the foregoing, no recourse shall
be had for an obligation of Landlord hereunder, or for any claim based thereon or
otherwise in respect thereof, against any past, present or future trustee, member,
partner, shareholder, officer, director, partner, agent or employee of Landlord,
whether by virtue of any statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such other liability being expressly
waived and released by Tenant with respect to the above-named individuals and
entities.




     32. AUTHORITY.



          Tenant represents and warrants that (a) Tenant is duly organized, validly
existing and legally authorized to do business in the Commonwealth of
Pennsylvania, and (b) the persons executing this Lease are duly authorized to
execute and deliver this Lease on behalf of Tenant.




     33. NO OFFER.



          The submission of the Lease by Landlord to Tenant for examination does not
constitute a
reservation of or option for the Premises or of any other space within the
Building or in other buildings owned or managed by Landlord or its affiliates.
This Lease shall become effective as a Lease only upon the execution and legal
delivery thereof by both parties hereto.




     34. RENEWAL.



          Provided Tenant is neither in default at the time of exercise nor has Tenant
ever been in default (irrespective of the fact that Tenant cured such default) of
any monetary obligations under this Lease more than twice during the Term and such
monetary default aggregates in excess of $400,000 and the Lease is in full force
and effect, Tenant shall have the right to renew this Lease for one (1) term of
five (5) years beyond the end of the initial Term (“Renewal Term”). Tenant shall
furnish written notice of intent to renew nine (9) months prior to the expiration
of the applicable Term, failing which, such renewal right shall be deemed waived;
time being of the essence. The terms and conditions of this Lease during each
Renewal Term shall remain unchanged except that the annual Fixed Rent for each
Renewal Term shall be the greater of (i) the Fixed Rent for the term expiring, and
(ii) Fair Market Rent (as such term is hereinafter defined). All factors regarding
Additional Rent shall remain unchanged, and no Tenant Allowance shall be included
in the absence of further agreement by the parties. Anything herein contained to
the contrary notwithstanding, Tenant shall have no right to renew the term hereof
other than or beyond the one (1) consecutive five (5) year term hereinabove
described. It shall be a condition of each such Renewal Term that Landlord and
Tenant shall have executed, not less than six (6) months prior to the expiration
of the then expiring term hereof, an appropriate amendment to this Lease, in form
and content satisfactory to each of them, memorializing the extension of the term
hereof for the next ensuing Renewal Term.




          For purposes of this Lease, “Fair Market Rent” shall mean the base rent, for
comparable space, net of all free or reduced rent periods, work letters, cash
allowances, fit-out periods and other tenant inducement concessions however
denominated except as hereinafter provided. In determining the Fair Market Rent,
Landlord, Tenant and any appraiser shall take into account applicable measurement
and the loss factors, applicable lengths of lease term, differences in size of the
space demised, the location of the Building and comparable buildings, amenities in
the Building and comparable buildings, the ages of the Building and comparable
buildings, differences in base years or stop amounts for operating expenses and
tax escalations and other factors normally taken into account in determining Fair
Market Rent. The Fair Market Rent shall reflect the level of improvement made or
to be made by Landlord to the space and the Recognized Expenses and Taxes under
this Lease. If Landlord and Tenant cannot agree on the Hair Market Rent, the Fair
Market Rent shall be established by the following procedure: (1) Tenant and
Landlord shall agree on a single MAI certified appraiser who shall have a minimum
of ten (10) years experience in real estate leasing in the market in which the
Premises is located, (2) Landlord and Tenant shall each notify the other (but not
the appraiser), of its determination of such Fair Market Rent and the reasons
therefor, (3) during the next seven (7) days both Landlord and Tenant shall
prepare a written critique of the other’s determination and shall




          
28









 








deliver it to the other party, (4) on the tenth (10th) day following delivery of
the critiques to each other, Landlord’s and Tenant’s determinations and critiques
(as originally submitted to the other party, with no modifications whatsoever)
shall be submitted to the appraiser, who shall decide whether Landlord’s or
Tenant’s determination of Fair Market Rent is more correct. The determinations so
chosen shall be the Fair Market Rent. The appraiser shall not be empowered to
choose any number other than the Landlord’s or Tenant’s. The fees of the appraiser
shall be paid by the non-prevailing party.





	 	 	35. RELOCATION.





          Intentionally omitted.



     36. TENANT FINANCIAL INFORMATION.



          Any time and from time to time during the Term (but not more than once during
any twelve month period unless a default has occurred under this Lease or Landlord
has a reasonable basis to suspect that Tenant has suffered a material adverse
change in its financial position) upon not less than thirty (30) days prior
written request from Landlord, Tenant shall deliver to Landlord: (i) the most
recent accurate, complete and detailed balance sheet of Tenant, a profit and loss
statement, a cash flow summary and all relevant accounting footnotes, all prepared
in accordance with generally accepted accounting principles consistently applied
and certified by the Chief Financial Officer of Tenant to be a fair and true
presentation of Tenant’s current financial position and (ii) current bank
references for Tenant. Tenant agrees that its failure to strictly comply with this
Article 36 shall constitute an Event of Default by Tenant under this
Lease. Landlord shall keep all information provided hereunder strictly
confidential.




     37. MISCELLANEOUS PROVISIONS.



          (a) Successors. The respective rights and obligations provided in this Lease
shall bind and
inure to the benefit of the parties hereto, their successors and assigns;
provided, however, that no rights shall inure to
the benefit of any successors or assigns of Tenant unless Landlord’s written
consent for the transfer to such successor
and/or assignee has first been obtained as provided in Article 12
hereof.




          (b) Governing Law. This Lease shall be construed, governed and
enforced in accordance
with the laws of the Commonwealth of Pennsylvania, without regard to
principles relating to conflicts of law.




          (c) Severability. If any provisions of this Lease shall be held
to be invalid, void or
unenforceable, the remaining provisions hereof shall in no way be
affected or impaired and such remaining
provisions shall remain in full force and effect.




          (d) Captions. Marginal captions, titles or exhibits and riders and the
table of contents in this
Lease are for convenience and reference only, and are in no way to be
construed as defining, limiting or modifying
the scope or intent of the various provisions of this Lease.




          (e) Gender. As used in this Lease, the word “person” shall mean and
include, where
appropriate, an individual, corporation, partnership or other entity; the plural
shall be substituted for the singular, and the singular for the plural, where
appropriate; and the words of any gender shall mean to include any other gender.




          (f) Entire Agreement. This Lease, including the Exhibits and any
Riders hereto (which are
hereby incorporated by this reference, except that in the event of any
conflict between the printed portions of this
Lease and any Exhibits or Riders, the term of such Exhibits or Riders shall
control), supersedes any prior
discussions, proposals, negotiations and discussions between the parties and
the Lease contains all the agreements,
conditions, understandings, representations and warranties made between the
parties hereto with respect to the
subject matter hereof, and may not be modified orally or in any manner other
than by an agreement in writing signed
by both parties hereto or their respective successors in interest. Without in
any way limiting the generality of the





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foregoing, this Lease can only be extended pursuant to the terms hereof, and in
Tenant’s case, with the terms hereof, with the due exercise of an option (if any)
contained herein pursuant to a written agreement signed by both Landlord and
Tenant specifically extending the term. No negotiations, correspondence by
Landlord or offers to extend the term shall be deemed an extension of the
termination date for any period whatsoever.




          (g) Counterparts. This Lease may be executed in any number of
counterparts, each of which
when taken together shall be deemed to be one and the same instrument.




          (h) Telefax Signatures. The parties acknowledge and agree
that notwithstanding any law or presumption to the contrary a telefaxed signature
of either party whether upon this Lease or any related document shall be deemed
valid and binding and admissible by either party against the other as if same were
an original ink signature.




          (i) Calculation of Time. In computing any period of time prescribed
or allowed by any
provision of this Lease, the day of the act, event or default from which the
designated period of time begins to run shall not be included. The last day of the
period so computed shall be included, unless it is a Saturday, Sunday or a legal
holiday, in which event the period runs until the end of the next day which is not
a Saturday, Sunday, or legal holiday. Unless otherwise provided herein, all
Notices and other periods expire as of 5:00 p.m. (local time in Newtown
Square, Pennsylvania) on the last day of the Notice or other period.




          (j) No Merger. There shall be no merger of this Lease or of the
leasehold estate hereby
created with the fee estate in the Premises or any part thereof by reason of the
fact that the same person, firm, corporation, or other legal entity may acquire or
hold, directly or indirectly, this Lease of the leasehold estate and the fee
estate in the Premises or any interest in such fee estate, without the prior
written consent of Landlord’s mortgagee.




          (k) Time of the Essence. TIME IS OF THE ESSENCE IN ALL
PROVISIONS OF THIS LEASE, INCLUDING ALL NOTICE PROVISIONS TO BE PERFORMED BY OR ON
BEHALF OF TENANT.




          (l) Recordation of Lease. Tenant shall not record this Lease without
the written consent of Landlord.




          (m) Accord and Satisfaction. No payment by Tenant or receipt by
Landlord of a lesser amount than any payment of Fixed Rent or Additional Rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated Fixed Rent or Additional Rent due and payable hereunder, nor shall any
endorsement or statement or any check or any letter accompanying any check or
payment as Rent be deemed an accord and satisfaction. Landlord may accept such
check or payment without prejudice to Landlord’s right to recover the balance of
such Rent or pursue any other right or remedy provided for in this Lease, at law or
in equity.




          (n) No Partnership. Landlord does not, in any way or for any purpose,
become a partner of
Tenant in the conduct of its business, or otherwise, or joint venturer or a member
of a joint enterprise with Tenant. This Lease establishes a relationship solely of
that of a landlord and tenant.




          (o) Guaranty. Intentionally omitted.




          (p) No Presumption Against Drafter. Landlord and Tenant understand,
agree, and
acknowledge that: (i) this Lease has been freely negotiated by both parties; and
(ii) that, in the event of any controversy, dispute, or contest over the meaning,
interpretation, validity, or enforceability of this Lease, or any of its terms or
conditions, there shall be no inference, presumption, or conclusion drawn
whatsoever against either party by virtue of that party having drafted this Lease
or any portion thereof.




          
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          (q) Force Maieure. If by reason of strikes or other labor
disputes, fire or other casualty (or reasonable delays in adjustment of
insurance), accidents, orders or regulations of any Federal, State, County or
Municipal authority, or any other cause beyond a party’s reasonable control, such
party is unable to furnish or is delayed in furnishing any utility or service
required to be furnished by such party under the provisions of this Lease or is
unable to perform or make or is delayed in performing or making any installations,
decorations, repairs, alterations, additions or improvements, or is unable to
fulfill or is delayed in fulfilling any of such party’s other obligations under
this Lease (other than the payment of Rent), no such inability or delay shall
constitute an actual or constructive eviction, in whole or in part, or entitle the
other party to any abatement or diminution of Fixed Rent, or relieve the other
party from any of its obligations under this Lease, or impose any liability upon
such party or its agents, by reason of inconvenience or annoyance to the other
party, or injury to or interruption of the other party’s business, or otherwise.




          (r) OFAC. Each party represents, warrants and covenants to the
other that neither such party
nor any of its partners, officers, directors or members (i) is listed on the
Specially Designated Nationals and Blocked Persons List maintained by the Office of
Foreign Asset Control, Department of the Treasury (“OFAC”) pursuant to Executive
Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (“Order”) and all applicable
provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26,
2001)); (ii) is listed on the Denied Persons List and Entity List maintained by the
United States Department of Commerce; (iii) is listed on the List of Terrorists and
List of Disbarred Parties maintained by the United States Department of State, (iv)
is listed on any list or qualification of “Designated Nationals” as defined in the
Cuban Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other
publicly available list of terrorists, terrorist organizations or narcotics
traffickers maintained by the United States Department of State, the United States
Department of Commerce or any other governmental authority or pursuant to the
Order, the rules and regulations of OFAC (including without limitation the Trading
with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic
Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraq Sanctions
Act, Publ.L. No. 101-513; the United Nations Participation Act, 22 U.S.C. § 2349
as-9; The Cuban Democracy Act, 22 U.S.C. §§ 6001-10; The Cuban Liberty and
Democratic Solidarity Act, 18 U.S.C. (§§ 2332d and 233; and The Foreign Narcotic
Kingpin Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended
from time to time); or any other applicable requirements contained in any enabling
legislation or other Executive Orders in respect of the Order (the Order and such
other rules, regulations, legislation or orders are collectively called the
“Orders”); (vi) is engaged in activities prohibited in the Orders; or (vii) has
been convicted, pleaded nolo contendere, indicted, arraigned or custodially
detained on charges involving money laundering or predicate crimes to money
laundering, drug trafficking, terrorist-related activities or other money
laundering predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C.
§§ 5311 et. seq.). Each party agrees to defend, indemnify, and hold harmless the
other party from and against any and all claims, damages, losses, risks,
liabilities, and expenses (including attorney’s fees and costs) arising from or
related to any breach of the foregoing representation, warranty and covenant. The
breach of this representation, warranty and covenant by Tenant shall be an
immediate Event of Default under this Lease without cure.




     38. WAIVER OF TRIAL BY JURY.



          LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS LEASE. THIS WAIVER
IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT AND TENANT ACKNOWLEDGES
THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF LANDLORD HAS MADE ANY
REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO
MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS
LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF
ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
COUNSEL. TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING
AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED
THIS LEASE.




          
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     39. CONSENT TO JURISDICTION.



          Tenant hereby consents to the exclusive jurisdiction of the state
courts located in Montgomery, Delaware and Philadelphia County and to the
federal courts located in the Eastern District of Pennsylvania.




     IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year
first above written.




	 	 	 	 	 	 	 
	WITNESS:	 	LANDLORD:
	 	 	BRANDYWINE OPERATING PARTNERSHIP, L.P.
	 

	 	By:
	 	Brandywine Realty Trust,

its general partner	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Philip M. Schenkel	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Title: Regional Vice President	 	 	 	 
	 
	ATTEST:	 	 	 	TENANT:
	 	 	 	 	RESEARCH PHARMACEUTICAL SERVICES, INC.






	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Steven Bell
	 

	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	Steven Bell
	Title: Secretary

	 	 	 	Title:	 	CFO







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