exv10w76






Exhibit 10.76




OFFICE LEASE AGREEMENT

BASIC LEASE INFORMATION




	 	 	 	 	 
	1.

	 	Date:
	 	October 5, 2006
	 

	 	 	 	 
	 
	 	 	 	 
	2.

	 	Landlord:
	 	Old Gettysburg Associates
	 

	 	 	 	 
	 
	 	 	 	 
	3.

	 	Tenant:
	 	Select Medical Corporation
	 

	 	 	 	 
	 
	 	 	 	 
	4.

	 	Guarantor:
	 	None
	 

	 	 	 	 
	 
	 	 	 	 
	5.

	 	Building:
	 	Executive Park West I, 4718 Old Gettysburg Rd, Mechanicsburg, PA 17055
	 

	 	 	 	 
	 
	 	 	 	 
	6.

	 	Premises:
	 	Suite 201
	 

	 	 	 	 





	 	 	 	 	 
	7.

	 	Commencement Date:
	 	3/1/07
	 

	 	 	 	 
	 
	 	 	 	 
	8.

	 	Expiration Date:
	 	2/28/12
	 

	 	 	 	 





	 	 	 	 	 	 	 
	9.

	 	Rentable Area of the Building:
	 	Approx. 36,626
	 	Rentable square feet
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	10.

	 	Rentable Area of the Premises:
	 	Approx. 1,606
	 	Rentable square feet
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	11.	 	Tenant’s Proportionate Share	 	4.4%
	 	 	 	 	 
	 
	 	 	 	 	 	 
	12.	 	Initial Annual Base Rental:	 	$29,935.84
	 	 	 	 	 
	 
	 	 	 	 	 	 
	13.

	 	Initial Annual Base Rental Rate:
	 	$18.64 
	 	per Rentable square foot
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	14.

	 	Annual Base Rental Increase (cumulative)
	 	3.5% 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	15.	 	Annual Operating Expense Allowance	 	N/A
	 	 	 	 	 
	 
	 	 	 	 	 	 
	16.	 	Annual Operating Expense Base Year	 	N/A
	 	 	 	 	 





	 	 	 	 	 	 	 
	17.	 	Fiscal Year:	 	Twelve Months ending December 31
	 	 	 	 	 
	 
	 	 	 	 	 	 
	18.

	 	Security Deposit:
	 	0 
	 	payable at the time the Lease is signed. (Article #26)
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	19.

	 	First Rent Check:
	 	$2,494.63 
	 	payable at the time the Lease is signed. (Article #26)
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	20.	 	Broker:	 	None
	 	 	 	 	 





	 	 	 	 	 
	21.

	 	Landlord’s Address for Notices:
	 	Old Gettysburg Associates
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	c/o Select Capital Commercial Properties
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	4718 Old Gettysburg Road, Suite 405
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Mechanicsburg, PA 17055
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Attention:
	 	Attn: Molly Fidler
	 

	 	 	 	 





1









 






	 	 	 	 	 
	22.

	 	Tenant’s Address for Notices:
	 	Select Medical Corporation
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	4716 Old Gettysburg Rd.
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Mechanicsburg, PA 17055
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Attention:
	 	 






Exhibits A-F are part of this Lease, identified as follows:




	 	 	 
	Exhibit A,

	 	Description of Premises
	 

	 	 
	Exhibit B,

	 	Description of Leasehold Improvements/Finish Schedule
	 

	 	 
	Exhibit C,

	 	Description of Parking Rights
	 

	 	 
	Exhibit D,

	 	Security Card/Key Access
	 

	 	 
	Exhibit E,

	 	Rules and Regulations
	 

	 	 
	Exhibit F,

	 	Guaranty — N/A — Intentionally Left Blank
	 

	 	 




The foregoing Basic Lease Information is hereby incorporated into and made a part of the Office
Lease Agreement which is described herein and attached. Each reference in the Lease to any
information and definitions contained in the Basic Lease Information shall mean and refer to the
information and definitions hereinabove set forth. In the event of any conflict between any Basic
Lease Information and the Lease, the Lease shall control.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Landlord:
	 	Old Gettysburg Associates
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	SELECT CAPITAL COMMERCIAL PROPERTIES, INC.
	 

	 	 	 	 	 	 	 	Its general partner
	 
	 	 	 	 	 	 	 	 
	WITNESS:

	 	 

	 	 	 	By:
	 	/s/ John M. Ortenzio
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	John M. Ortenzio, President
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:
	 	3/27/2007
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Tenant:
	 	Select Medical Corporation
	 
	 	 	 	 	 	 	 	 
	ATTEST:

	 	 

	 	 	 	By:
	 	/s/ Michael E. Tarvin
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:
	 	4/1/2007
	 

	 	 	 	 	 	 	 	 





2









 






TABLE OF CONTENTS




	 	 	 	 	 
	 
	 	Page
	ARTICLE 1 — Premises
	 	 	4	 
	ARTICLE 2 — Term
	 	 	4	 
	ARTICLE 3 — Delivery of the Premises to Tenant
	 	 	5	 
	ARTICLE 4 — Acceptance of the Premises and Building by Tenant
	 	 	5	 
	ARTICLE 5 — Rental
	 	 	5	 
	ARTICLE 6 — Operating Expenses
	 	 	6	 
	ARTICLE 7 — Services by Landlord
	 	 	6	 
	ARTICLE 9 — Use
	 	 	8	 
	ARTICLE 10 — Laws, Ordinances and Requirements of Public Authorities
	 	 	8	 
	ARTICLE 11 — Observance of Rules and Regulations
	 	 	8	 
	ARTICLE 12 — Alterations
	 	 	8	 
	ARTICLE 13 — Liens
	 	 	9	 
	ARTICLE 14 — Ordinary Repairs
	 	 	9	 
	ARTICLE 15 — Insurance
	 	 	9	 
	ARTICLE 16 — Damage by Fire or Other Cause
	 	 	11	 
	ARTICLE 17 — Condemnation
	 	 	12	 
	ARTICLE 18 — Assignment and Subletting
	 	 	12	 
	ARTICLE 19 — Indemnification
	 	 	13	 
	ARTICLE 20 — Surrender of the Premises
	 	 	13	 
	ARTICLE 21 — Estoppel Certificates
	 	 	14	 
	ARTICLE 22 — Subordination
	 	 	14	 
	ARTICLE 23 — Parking
	 	 	15	 
	ARTICLE 24 — Default and Remedies
	 	 	15	 
	ARTICLE 25 — Waiver by Tenant
	 	 	17	 
	ARTICLE 26 — Security Deposit
	 	 	17	 
	ARTICLE 27 — Attorney’s Fees and Legal Expenses
	 	 	17	 
	ARTICLE 28 — Notices
	 	 	17	 
	ARTICLE 29 — Miscellaneous
	 	 	18	 
	EXHIBIT “A” — Floor Plan
	 	 	21	 
	EXHIBIT “B” — Description of Leasehold Improvements
	 	 	22	 
	EXHIBIT “C” — Parking
	 	 	23	 
	EXHIBIT “D” — Security Card Access
	 	 	24	 
	EXHIBIT “E” — Rules and Regulations
	 	 	25	 
	EXHIBIT “F” — Guaranty — N/A
	 	 	28	 







3












 





OFFICE LEASE AGREEMENT




THIS Lease, dated as of the date specified in the Basic Lease Information which is attached hereto
and incorporated herein for all purposes, is made between Landlord and Tenant.



ARTICLE 1 — Premises




Landlord leases to Tenant, and Tenant leases from Landlord for the Term (as defined below) and
subject to the provisions hereof, to each of which Landlord and Tenant mutually agree, the
Premises, which Premises is more particularly described in the floor plans in Exhibit A hereto,
together with its appurtenances, including the right to use, in common with others, the lobbies,
entrances, stairs, elevators, off-street parking and loading areas (for loading and unloading of
materials and supplies), and other public portions of the Building. The Premises shall constitute
part of the “Rentable Area,” which shall be determined and defined by Landlord using standards
adopted by Building Owners and Managers Association (BOMA). For purposes of this Lease, the
Rentable Area of the Building and the Rentable Area of the Premises are as provided in the
foregoing Basic Lease Information. The term “Common Areas” shall mean all of the common facilities
now or hereafter under, over, in or adjacent to the Building designed and intended for use by all
Tenants in the Building in common facilities now or hereafter under, over, in or adjacent to the
Building designed and intended for use by all Tenants in the Building in common with Landlord and
each other.



ARTICLE 2 — Term




Section 2.01. The term of this Lease (the “Term”) shall begin on the Commencement Date.
The Commencement Date shall be the earlier of the date:




	 	(a)	 	specified in the Basic Lease Information provided Landlord has delivered the
Premises with the Building Standard Leasehold Improvements as set forth on Exhibit A
and B substantially completed: or






	 	(b)	 	of Tenant’s occupancy of the Premises for the conduct of Tenant’s business
(i.e. not occupancy for construction purposes) (the “Commencement Date”).





Unless sooner terminated, the Term shall end at midnight on the Expiration Date specified in the
Basic Lease Information.



Section 2.02 Provided Tenant performs all of Tenant’s obligations under this Lease,
including Tenant’s covenant for the payment of Rental as defined below, Tenant shall, during the
Term, peaceably and quietly enjoy the Premises without disturbance from Landlord; subject, however,
to the terms of this Lease and any deeds of trust, restrictive covenants, ground leases, easements,
and other encumbrances to which this Lease now or may become subject and subordinate.



4









 





ARTICLE 3 — Delivery of the Premises to Tenant




Before the Commencement Date, Landlord shall substantially complete the floor(s) or portions
thereof on which the Premises are located and shall construct the Leasehold Improvements, if any,
to be constructed or installed by Landlord pursuant to the provisions of Exhibit A and B hereto.
If for any reason Landlord cannot deliver the Premises to Tenant by the Commencement Date, this
Lease shall not be void or voidable, nor shall Landlord be liable for any loss or damage resulting
therefrom, except that the Rental shall be waived for the period between the Commencement Date and
the date when Landlord can deliver possession and Landlord shall extend the Term. Tenant may not
enter or occupy the Premises until it is tendered by Landlord, unless Tenant’s entry relates to
construction work in the Premises. The Premises shall be deemed completed and possession delivered
when the Premises is completed to accommodate Tenants use. The terms of Exhibit A and B hereto
shall govern the construction and installation of all Leasehold Improvements. The term “Building
Standard Leasehold Improvements” as used herein shall mean those Leasehold Improvements which
conform to Building Standard. The term “Non-Building Standard Leasehold Improvements” as used
herein shall mean all Leasehold Improvements which exceed or deviate from Building Standard. The
terms “Building Standard” and “Non-Building Standard” as used herein shall have the meanings
specified and or indicated in Exhibit B hereto.



ARTICLE 4 — Acceptance of the Premises and Building by Tenant




Taking possession of the Premises by Tenant shall be conclusive evidence that Tenant:




	 	(a)	 	accepts the Premises as suitable for the purposes for which they are leased






	 	(b)	 	accepts the Building and every part and appurtenance thereof as being in a good
and satisfactory condition; and






	 	(c)	 	waives any defects in the Premises and its appurtenances, except for the
completion of those items, if any, on any punch list remaining on Exhibit A and B
attached hereto.





Landlord shall not be liable, except for negligence or willful misconduct, to Tenant or any of its
agents, employees, licensees, or invitees for any injury or damage to person or property due to the
condition or design of or any defect in the Building or its mechanical systems and equipment which
may exist or occur, and Tenant, for itself and its agents, employees, licensees, and invitees,
expressly assumes all risks of injury or damage to person or property, either proximate or remote,
resulting from the condition of the Premises or the Building.



ARTICLE 5 — Rental




Section 5.01 Tenant covenants and agrees to pay to Landlord as Rental for the Premises, in
lawful money of the United States, 1/12 of the Annual Base Rental specified in the Basic Lease
Information, payable monthly in advance, without notice or demand, on the first day of each
calendar month. In the event of any late payments, Tenant agrees to pay a late charge for special
handling equal to 5% of the Rental due Rental shall be paid to Landlord, without deduction or
offset, at the address of Landlord specified in the Basic Lease Information or such other place as
Landlord may designate in writing. The first monthly installment of Rental shall be paid on the
Commencement Date, except that if Commencement Date is a date other than the first day of a
calendar month, then the monthly Rental for the first and last fractional months of the Term shall
be appropriately prorated. The term “Rental” as used herein means the sum of Annual Base Rental,
Parking Rental (as defined in Exhibit C hereof) and all other sums, whether or not expressly
denominated



5









 







as rent, shall constitute Rental for the purposes of Section 502(b)(7) of the Bankruptcy Code
U.S.C. 502(b)(7). A service charge of 10% of the amount of any checks returned stamped “NSF” will
be due and payable, in addition to the overdue installments to cover Landlord’s extra cost and
expense in handling and processing. No payment by Tenant or receipt by Landlord of a lesser amount
than the monthly installment due under this Lease shall be deemed to be other than on account of
the earliest Rental due hereunder, nor shall any endorsement or statement on any check or payment
as Rental be deemed an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord’s right to recover the balance of such Rental or pursue any other
remedy provided in this Lease or by law.



Section 5.02 Upon the first anniversary of the Commencement Date of this Lease, and upon
each and every anniversary date thereafter, the then current Annual Base Rental shall be increased
by the Annual Base Rental Rate Increase (cumulative) as specified in the Basic Lease Information.



ARTICLE 6 — Operating Expenses




Intentionally left blank




ARTICLE 7 — Services by Landlord




While Tenant is occupying the Premises and is not in default under this Lease, Landlord shall, at
its expense, but subject to the provisions of Articles 6 and 8 hereof, furnish the Premises with:




	 	(a)	 	passenger elevator service (where applicable) in common with other Tenants for
access to and from the Premises, reasonably limited after normal business hours and on
Saturdays, Sundays, and holidays;






	 	(b)	 	janitorial cleaning services will be provided 5 nights a week to Tenants as is
customary in comparable office buildings in the greater Harrisburg area; and






	 	(c)	 	utility services provided for in Article 8 below.





ARTICLE 8 — Utilities




Section 8.01 While Tenant is occupying the Premises and is not in default under this
Lease, Landlord shall furnish Tenant with the following services:




	 	(a)	 	potable water






	 	(b)	 	heating, ventilating, and/or air conditioning in season on business days from
7:00 a.m. to 6:00 p.m.






	 	(c)	 	electric lighting for public areas and special Services Areas of the Building





all of which services shall be provided to Tenant by Landlord and paid for by Landlord. If Tenant
requires air conditioning or heating outside the hours and days specified above, Landlord shall
furnish it only at Tenant’s request, and Tenant will bear the entire charge therefore which will be
an amount equal to the rate charged to Landlord, at that time, plus a reasonable fee to cover
Landlord’s overhead costs, with a two-hour minimum. Whenever machines or equipment that generate
abnormal heat are used in the Premises by



6









 







Tenant which affect the temperature or humidity otherwise maintained by the central air
conditioning system, Landlord will have the right to install supplemental air conditioning units in
the Premises, and the full total cost thereof, will be paid by Tenant to Landlord on demand.
Notwithstanding anything in this Lease to the contrary, Tenant shall be responsible for the cost of
special lighting relamping and ballasts within the Premises after initial installation of such
items.



Section 8.02 While Tenant is occupying the Premises and is not in default under this
Lease, Landlord will furnish sufficient power for lighting, personal computers, and other normal
office machines of similar low electrical consumption, all of which power shall be paid for by
Landlord . Tenant agrees that Landlord’s aforesaid obligation does not include the provision of
power for:




	 	(a)	 	special mainframe type computers and/or electronic data processing equipment,






	 	(b)	 	special lighting which has electrical consumption in excess of the Building
Standard lighting, or






	 	(c)	 	any item that consumes more than 0.5 kilowatts at rated capacity or requires a
voltage other than 120 volt single phase





and such consumption by Tenant shall be deemed excessive usage for which Tenant shall pay Landlord
upon receipt of an invoice for the cost to Landlord of such usage. Notwithstanding the
aforementioned, Tenant acknowledges that the Building electrical feeders have normal design
limitations, such that




	 	(i)	 	in no event shall lighting have a design load greater than an average of 2.00
watts per Usable square foot, and






	 	(ii)	 	collectively, Tenant’s equipment and lighting shall not have an electrical
design load greater than an average of 3.75 watts per Usable square foot.





Upon the existence of Tenant’s excess electrical requirements, Landlord may, at its option, upon
not less than 30 days prior written notice to Tenant, discontinue electric services to the Premises
until Tenant reduces its power consumption to the permissible limits. Landlord will not be liable
in any way to Tenant for failure or defect in the supply or character of electric energy or any
other utility service furnished to the Premises because of any requirement, act, or omission of the
public utility servicing the Building. All installations of electrical fixtures, appliances, and
equipment within the Premises shall be subject to Landlord’s prior approval. Landlord’s obligation
to furnish utility services shall be subject to the rules and regulations of any municipal or other
governmental authority regulating the business of providing utility services. When Tenant’s use of
the Premises consumes power in excess of the Building Standard lighting and for normal office
machines of similar low consumption, then the usage of such additional consumption shall be
determined, at Landlord’s election, either




	 	(i)	 	by a survey performed by a reputable consultant selected by Landlord (and
paid for by Tenant when such additional consumption is proven), or






	 	(ii)	 	by separate meter in the Premises to be installed, maintained and read by
Landlord at Tenant’s sole expense.





Section 8.03 Failure to furnish, or any stoppage of, the services provided for in Article
7 above and in this Article 8 resulting from any cause will not make Landlord liable in any respect
for damages to either person, property, or business, nor be construed as an eviction of Tenant, nor
entitle Tenant to any abatement of



7









 







Rental, nor relieve Tenant from its obligations under this Lease. Landlord will, with reasonable
diligence, repair any malfunction of the Building Improvements or facilities, but Tenant will have
no claim for rebate, abatement of Rental, or damages because of any malfunctions or interruptions
in service.



ARTICLE 9 — Use




The Premises shall be used for general office purposes, and for no other purpose and Tenant agrees
to use and maintain the Premises in a clean, careful, safe, lawful, and proper manner.



ARTICLE 10 — Laws, Ordinances and Requirements of Public Authorities




Tenant shall, at its sole expense,




	 	(i)	 	comply with all laws, orders, ordinances, and regulations of federal, state,
county, and municipal authorities having jurisdiction over the Premises,






	 	(ii)	 	comply with any direction made pursuant to law of any public officer or
officers requiring abatement of any nuisance, or imposing any obligation, order, or
duty upon Landlord or Tenant arising from Tenant’s use of the Premises or from
conditions which have been created by or at the insistence of Tenant or required by
reason of a breach of any of Tenant’s obligations hereunder, and






	 	(iii)	 	indemnify Landlord and hold Landlord harmless from any loss, cost, claim, or
expense which Landlord may incur or suffer by reason of Tenant’s failure to comply with
its obligations under clauses (i) or (ii) above. If Tenant receives written notice of
violation of any such law, order, ordinance, or regulation, it shall promptly notify
Landlord thereof.





ARTICLE 11 — Observance of Rules and Regulations




Tenant and its employees, agents, visitors, and licensees shall observe faithfully and comply
strictly with all Rules and Regulations attached to this Lease (Exhibit E). Landlord shall at all
times have the right to make reasonable changes in and additions to such Rules and Regulation. Any
failure by Landlord to enforce any of the Rules and Regulations now or hereafter in effect, either
against Tenant or any other Tenant in the Building, shall not constitute a waiver of any such Rules
and Regulations. Landlord shall not be liable to Tenant for the failure or refusal by any other
Tenant, guest, invitee, visitor, or occupant of the Building to comply with any of the Rules and
Regulations, but Landlord shall, after receipt of notice, take reasonable action to assure
compliance.



ARTICLE 12 — Alterations




Section 12.01 Tenant may not, at any time during the Term, without Landlord’s prior
written consent make any alterations to the Premises. All alterations shall be made at Tenant’s
expense, either by Tenant’s contractors which have been approved in writing by Landlord, or at
Landlord’s option, by Landlord’s contractors on terms reasonably satisfactory to Tenant, including
a fee of 15% of the actual costs to Landlord for performing such work to cover Landlord’s overhead.



8









 





Section 12.02 All Leasehold Improvements (whether Building Standard or Non-Building
Standard), alterations, and other physical additions made or installed by or for Tenant in or to
the Premises shall be and remain Landlord’s property, except Tenant’s furniture, furnishings,
personal property, and moveable trade fixtures, and shall not be removed without Landlord’s written
consent.



ARTICLE 13 — Liens




Tenant shall keep the Premises, the Building, and the property on which the Building is located,
free from any liens arising from any work performed, materials furnished, or obligations incurred
by or at the request of Tenant. Nothing contained in this Lease shall be construed as Landlord’s
consent to any performance of labor or furnishing of any materials for any specific improvements,
alteration, or repair of, or to, the Premises, that would result in any liens against the Premises
or liability of the Landlord. If, based upon acts of Tenant, any lien is filed against the
Premises, the Building, the Property on which the Building is located, or Tenant’s Leasehold
interests therein, Tenant shall discharge same within 10 days after its filing. If Tenant fails to
discharge such lien within such period, then, in addition to any other right or remedy of Landlord,
Landlord may, at its election, discharge the lien by either paying the amount claimed to be due,
obtaining the discharge by deposit with a court or a title company, or by bonding. Tenant shall
pay on demand any amount paid by Landlord for reasonable attorneys’ fees and other legal expenses
of Landlord incurred in defending any such action or in obtaining the discharge of such lien,
together with all necessary disbursements in connection therewith, to double the amount of the lien
claim plus a sufficient amount to cover any penalties, interest, attorneys’ fees, court costs, and
other legal expenses resulting from such contest. This bond shall name Landlord and such other
parties as Landlord may direct as beneficiaries thereunder.



ARTICLE 14 — Ordinary Repairs




Tenant shall, at all times during the Term hereof and at Tenant’s sole cost and expense, keep the
Premises and every part thereof in good condition and repair, ordinary wear and tear, fire and
other casualty excepted. Subject to Article 20, section 20.02 herein, Tenant shall, at the end of
the term hereof, surrender the Premises, as repaired, to Landlord in the same condition as when
received, ordinary wear and tear excepted. If Tenant fails to make such repairs promptly, Landlord
may, at its option, make such repairs, and Tenant shall pay Landlord on demand Landlord’s actual
costs in making repairs plus a fee of (15%) to cover Landlord’s overhead.



ARTICLE 15 — Insurance




Section 15.01 Tenant shall, during the Term, at its sole expense, keep in force, with
Tenant, Landlord, and the mortgagees and ground lessors of Landlord named as additional insured
thereunder (except with respect to Worker’s Compensation coverage) all as their respective
interests may appear, the following insurance:




	 	(a)	 	All Risk Insurance (including fire, extended coverage, vandalism, malicious
mischief, extended perils, sprinkler leakage and debris removal) upon property of every
description and kind owned by Tenant and located in the Building or for which Tenant is
legally liable or installed by or on behalf of Tenant including, without limitation,
fittings, installations, fixtures, removable trade fixtures, Non-Building Standard
Leasehold Improvements (as defined in Exhibit B), and alterations, in an amount not
less than the full replacement cost thereof. If there is a dispute as to the amount
which comprises full replacement cost, the decision of Landlord or the mortgagees of
Landlord shall be conclusive and binding.




9









 












	 	(b)	 	Commercial liability insurance coverage to include death, personal injury,
bodily injury (not less that $1,000,000 limits), broad form property damage (not less
than $1,000,000 limits), fire sprinkler hazard, operations hazard, owner’s protective
coverage, contractual liability, and products and completed operations liability, with
combined single liability limits not less than $1,000,000. Such coverage shall insure
against all liability of Tenant and its authorized representatives and visitors arising
out of, and in connection with, Tenant’s use or occupancy of the Premises.






	 	(c)	 	Worker’s Compensation and Employer’s Liability Insurance, with a waiver of
subrogation endorsement, in form and amount satisfactory to Landlord.






	 	(d)	 	Any other form or forms of insurance as Tenant or Landlord or the mortgagees of
Landlord may reasonably require from time to time in form, in amounts, and for
insurance risks against which a prudent Tenant of a comparable size and in a comparable
business would protect itself.





All policies shall be issued by insurers with a Best’s Insurance Reports rating of A or better and
shall be in form satisfactory to Landlord. Tenant agrees that certificates of insurance on the
Landlord’s standard form, or certified copies of each such insurance policy, naming Landlord and
its mortgagees as additional insured, will be delivered to Landlord not later than 5 days prior to
the date that Tenant takes possession of any part of the Premises. All policies shall contain an
undertaking by the insurers to notify Landlord and the mortgagees of Landlord in writing, by
Registered U.S. Mail, not less than 30 days before any material change, reduction in coverage,
cancellation, or other termination thereof. All insurance shall be primarily as to Landlord and
not participating with any other available insurance. So long as Tenant is not in default,
proceeds of Tenant’s insurance shall be available to repair or replace the insured fixtures and
equipment.



Section 15.02 During the Term, Landlord shall insure the Building (but excluding
Non-Building Standard Leasehold Improvements and any other property which Tenant is obligated to
insure under Section 15.01 hereof) against damage by fire and standard extended coverage perils in
an amount equal to the full replacement cost thereof, and shall provide public liability insurance
in such amounts and with such deductions as Landlord considers appropriate. Landlord may, but
shall not be obligated to, take out and carry any other form or forms of insurance as it or
Landlord’s mortgagees may reasonably determine appropriate. Notwithstanding any contribution by
Tenant to the cost of insurance premiums, as provided herein, Tenant acknowledges that it has no
right to receive any proceeds from any insurance policies carried by Landlord. Landlord will not
be required to carry insurance of any kind on any Non-Building Standard Leasehold Improvements, on
Tenant’s furniture or furnishings, or on any of Tenant’s fixtures, equipment, improvements, or
appurtenances under this Lease; and Landlord shall not be obligated to repair or replace same.



Section 15.03 Tenant shall not keep in the Premises any article which may be prohibited by
any reasonable insurance policy periodically in force covering the Building. If Tenant’s occupancy
results in any increase in premiums for the insurance carried by Landlord, Tenant shall pay any
such increase in premiums as additional Rental within 10 days after being billed therefore. Tenant
shall promptly comply with all reasonable requirements of the insurance authority or any present or
future insurer relating to the Premises and the Building.



Section 15.04 If any of Landlord’s insurance policies shall be cancelled or cancellation
shall be threatened or the coverage hereunder reduced or threatened to be reduced, or if the
premiums on any of Landlord’s insurance policies are increased or threatened to be increased, in
any way because of Tenant’s use of the Premises and, if Tenant fails to remedy the cause thereof
within 48 hours after notice, Landlord may, at its



10









 







option, either terminate this Lease or enter upon the Premises and attempt to remedy such
condition, and Tenant shall promptly pay the cost thereof to Landlord as additional Rental.
Landlord shall not be liable for any damage or injury caused to any property of Tenant or of others
located on the Premises resulting from such entry. If Landlord is unable to remedy such condition,
then Landlord shall have all of the remedies provided for in this Lease in the event of a default
by Tenant.



Section 15.05 All policies covering real or personal property which either party obtains
affecting the Premises shall include a clause or endorsement denying the insurer any rights of
subrogation against the other party to the extent rights have been waived by the insured before the
occurrence of injury or loss. Landlord and Tenant hereby mutually waive any rights of recovery
against the other for injury or loss due to hazards covered by insurance containing such a waiver
of subrogation clause or endorsement to the extent of the injury or loss covered thereby.



ARTICLE 16 — Damage by Fire or Other Cause




Section 16.01 Subject to Sections 16.02 and 16.03 hereof, if the Building is damaged by
fire or other casualty so as to affect the Premises, Tenant shall immediately notify Landlord, who
shall (but only if the proceeds from Landlord’s insurance available to Landlord




	 	(i)	 	are free from collection by Landlord’s mortgagee, ground or primary lessor,
and






	 	(ii)	 	are sufficient)





have the damage repaired with reasonable speed at the expense of Landlord, subject to delays which
may arise by reason of adjustment of loss under insurance policies and to other delays beyond
Landlord’s reasonable control. Provided such damage was not the result of the negligence or
willful misconduct of Tenant, or Tenant’s employees or invitees, an abatement in the Rental
hereunder shall be allowed as to that portion of the Premises rendered untenantable by such damage
until such time as Landlord determines that such damaged portion of the Premises has been made
tenantable for Tenant’s use.



Section 16.02 If the Premises are damaged or destroyed by any cause whatsoever, and if, in
the Landlord’s reasonable opinion the Premises cannot be rebuilt or made fit for Tenant’s purposes
within 120 days of the damage or destruction, or if the proceeds from insurance remaining after
payment of any such proceeds to Landlord’s mortgagee, ground, or primary lessor, are insufficient
to repair or restore the damage by destruction, Landlord may, at its option, terminate this Lease
by giving the Tenant, within 60 days after such damage or destruction, notice of termination, and
thereupon Rental and any other payments for which Tenant is liable under this Lease shall be
apportioned and paid to the date of such damage, and Tenant shall immediately vacate the Premises,
provided, however, that those provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.



Section 16.03 If either




	 	(a)	 	the Building is damaged or destroyed to the extent that, in Landlord’s
reasonable opinion it would not be economically feasible to repair or restore such
damage or destruction, or






	 	(b)	 	in Landlord’s reasonable judgment, the damage or destruction to the Building
cannot be repaired or restored within 60 days after such damage or destruction,





Landlord may, at its option, terminate this Lease by giving Tenant, within 60 days after such
damage, notice of such termination requiring Tenant to vacate the Premises 60 days after delivery
of the notice of



11









 







termination, and thereupon Rental and any other payments shall be apportioned and paid to the date
on which possession is relinquished and Tenant shall immediately vacate the Premises according to
such notice of termination, provided, however, that those provisions of this Lease which are
designed to cover matters of termination and the period thereafter shall survive the termination
hereof.



Section 16.04 No damages shall be payable by Landlord for inconvenience, loss of business,
or annoyance arising from any repair or restoration of any portion of the Premises, or the
Building. Landlord shall use its best efforts to have such repairs made promptly so as not to
unnecessarily interfere with Tenant’s occupancy.



Section 16.05 The provisions of this Article shall be considered an express agreement
governing any case of damage or destruction of the Building, the Building Standard Leasehold
Improvements, the Non-Building Standard Leasehold Improvements, the alterations, or the Premises by
fire or other casualty.



ARTICLE 17 — Condemnation




If the Premises shall be taken or condemned, in whole or in part, for any public purpose to such an
extent as to render said Premises untenantable, this Lease shall, at the option of Landlord or
Tenant, forthwith terminate. All proceeds from any taking or condemnation shall belong to and be
paid to Landlord, except to the extent of any proceeds awarded to Tenant on account of moving and
relocation expenses and depreciation to and removal of Tenant’s physical property.



ARTICLE 18 — Assignment and Subletting




Section 18.01 If Tenant should desire to assign this Lease or sublet the Premises (or any
part thereof), Tenant shall give Landlord written notice at least 60 days in advance thereof.
Landlord shall then have a period of 30 days following receipt of such notice within which to
notify Tenant in writing that Landlord elects either




	 	(a)	 	to terminate this Lease as to the space so affected by Tenant in its notice, in
which event Tenant, subject to the provisions of this Lease which expressly survive the
termination hereof, shall be relieved of all further obligations hereunder as to such
space;






	 	(b)	 	to permit Tenant to assign or sublet such space, subject, however, to the
subsequent written approval of the proposed assignee or subtenant by Landlord, and
provided that if the Rental rate agreed upon between Tenant and its proposed subtenant
is greater than the Rental rate that Tenant must pay Landlord hereunder, then 100% of
such excess Rental shall be considered additional Rental owed by Tenant to Landlord,
and shall be paid by Tenant to Landlord in the same manner that Tenant pays Annual Base
Rental; or






	 	(c)	 	to refuse to consent to Tenant’s assignment or subleasing of such space and to
continue this Lease in full force and effect as to the entire Premises, in which case,
any judgment against Landlord for unreasonable denial shall be limited to specific
performance of approval of said assignment or sublease.





No assignment or subletting by Tenant shall relieve Tenant of Tenant’s obligations under this
Lease. Any attempted assignment or sublease by Tenant in violation of the terms and provisions of
this Section 18.01



12









 







shall be void. In no event shall Tenant solicit assignees or sub lessees in other Buildings owned
by Landlord, or at less than a fair market rate.



Section 18.02 Landlord may sell, transfer, assign, and convey all or any part of the
Building and any and all of its rights under this Lease, provided Landlord’s successor in interest
assumes Landlord’s obligations hereunder, and in the event Landlord assigns its rights under this
Lease, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look
solely to Landlord’s successor in interest for performance of such obligations.



ARTICLE 19 — Indemnification




Tenant waives all claims against Landlord for damage to any property or injury to, or death of, any
person in, upon, or about the Building, the Premises or Parking Facilities arising at any time and
from any and all causes whatsoever other than solely by reason of the negligence or willful
misconduct of Landlord, its agents, employees, representatives, or contractors, and Tenant agrees
that it will defend, indemnify, save, and hold harmless, Landlord from and against all claims,
demands, actions, damages, loss, cost, liabilities, expenses, and judgments suffered by, recovered
from, or asserted against Landlord on account of any damage to any property or injury to, or death
of, any person arising from the use of the Building, the Premises, or the Parking Facilities by
Tenant or its employees or invitees, except such as is caused solely by the negligence or willful
misconduct of Landlord, its agents, employees, representatives, or contractors. Tenant’s foregoing
indemnity obligation shall include reasonable attorneys’ fees and all other reasonable costs and
expenses incurred by Landlord. The provisions of this Article 19 shall survive the termination of
this Lease with respect to any damage, injury, or death occurring before such termination. If
Landlord is made a party to any litigation commenced by or against Tenant or relating to this Lease
or to the Premises, and provided that in any such litigation, Landlord is not finally adjudicated
to be at fault, then Tenant shall pay all costs and expenses, including attorneys’ fees and court
costs, incurred by or imposed upon Landlord because of any such litigation, and the amount of all
such costs and expenses, including attorneys’ fees and court costs, shall be a demand obligation
owing by Tenant to Landlord, and shall be considered as additional Rental.



ARTICLE 20 — Surrender of the Premises




Section 20.01 Upon the expiration or other termination of this Lease for any cause
whatsoever, Tenant shall peacefully vacate the Premises in as good order and condition as the same
were at the beginning of the Term or may thereafter have been improved by Landlord or Tenant,
subject only to reasonable use and wear thereof, and repairs which are Landlord’s obligation
hereunder.



Section 20.02 Landlord may require Tenant to remove any Non-Building Standard Leasehold
Improvements, alterations, and physical additions installed in the Premises upon termination of
this Lease. In the event Landlord so elects, and Tenant fails to remove the aforementioned items,
Landlord may remove and store same at Tenant’s cost, and Tenant shall pay Landlord on demand, the
cost of restoring the Premises to Building Standard, ordinary wear and tear excepted. Tenant
agrees to remove, at Tenant’s expense, all of its furniture, furnishings, personal property, and
moveable trade fixtures by the Expiration Date, and shall promptly reimburse Landlord for the cost
of repairing all damage done to the Premises or the Building by such removal.



Section 20.03 Should Tenant continue to hold the Premises after the termination of this
Lease, whether the termination occurs by lapse of time or otherwise, such holding over shall,
unless otherwise agreed to by Landlord in writing, constitute and be construed as a tenancy at will
at a monthly Rental equal to 2.5 times the monthly Rental Rate for the Premises as of the date of
termination, and subject to all of the other terms



13









 







set forth herein except any right to renew or expand this Lease. Tenant shall be liable to
Landlord for all damage which Landlord suffers because of any holding over by Tenant, and Tenant
shall indemnify Landlord against all claims made by any other Tenant or prospective Tenant against
Landlord resulting from delay by Landlord in delivering possession of the Premises to such other
Tenant or prospective Tenant.



ARTICLE 21 — Estoppel Certificates




Tenant agrees to furnish, when requested by Landlord or the holder of any deeds of trust covering
the Building, the Land, or any interest of Landlord therein, a certificate signed by Tenant
certifying to such parties as Landlord may designate to the extent true matters with respect to the
terms and status of this Lease and the Premises, stating that Tenant, as of the date of such
certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rentals
or other charges due or to become due hereunder; and such other matters as may be requested by
Landlord or the holder of any such deeds of trust. To the extent any such statements requested are
not true, Tenant shall explain such facts in writing. Landlord agrees periodically to furnish,
when reasonably requested in writing by Tenant, certificates signed by Landlord containing
substantially the same information as described above.



ARTICLE 22 — Subordination




Section 22.01 This Lease is subject and subordinate to any deeds of trust, mortgages, or
other security instruments, and any other supplements or amendments thereto, which presently or may
in the future cover the Building and the Land or any interest of Landlord therein, and to any
increases, renewals, modifications, consolidations, replacements, and extensions of any of such
deeds of trust, mortgages, or security instruments. Landlord agrees to use his best efforts to
obtain for Tenant a “non-disturbance” agreement from the holder or beneficiary of any deeds of
trust, mortgages or other security instruments that in the future may cover the Building and the
Land or any interest of Landlord therein. This provision is declared by Landlord and Tenant to be
self-operative and no further instrument shall be required to effect such subordination of this
Lease. Tenant shall, however, upon demand, execute, acknowledge, and deliver to Landlord any
further instruments and certificates evidencing such subordination as Landlord may require. This
Lease is further subject and subordinate to




	 	(a)	 	all ground or primary Leases in existence at the date hereof and to any
supplements, modifications, and extensions thereof heretofore or hereafter made, and






	 	(b)	 	utility easements and agreements, covenants, restrictions, and other
encumbrances which do not materially adversely effect Tenant’s intended use of the
Premises, both existing and future.





Section 22.02 Notwithstanding the generality of the foregoing provisions of Section 22.01
hereof, any such mortgagee or ground or primary lessor shall have the right at any time to
subordinate any such ground or primary Leases, deeds of trust, mortgages, or other security
instruments to this Lease on such terms and subject to such conditions as such mortgagee or ground
or primary lessor may consider appropriate in its discretion. At any time, before or after the
institution of any proceedings for the foreclosure of any such deeds of trust, mortgages, or other
security instruments or termination of any ground or primary Lease, or sale of the Building under
any such deeds of trust, mortgages, or other security instruments or termination of any ground or
primary Lease, Tenant shall attorn to such ground or primary lessor or such purchaser upon any such
sale or the grantee under any deed in lieu of such foreclosure and shall recognize such ground or
primary lessor or such purchaser or grantee as Landlord under this Lease. The agreement of Tenant
to attorn contained in the immediately preceding sentence shall survive any such termination of any
ground or primary Lease, foreclosure sale, trustee’s sale, or conveyance in lieu thereof. Tenant
shall upon demanded at



14









 







any time, before or after any such termination, execute, acknowledge, and deliver to Landlord’s
mortgagee or ground or primary lessor any written instruments and certificates evidencing such
attornment as Landlord’s mortgagee or ground or primary lessor may reasonably require.



ARTICLE 23 — Parking




Landlord will permit Tenant to use the areas designated by Landlord (“Parking Area”) for parking of
vehicles in common with other Tenants in the Building during the Term as more fully provided for in
Exhibit C hereto.



ARTICLE 24 — Default and Remedies




Section 24.01 The occurrence of any one or more of the following events shall, at
Landlord’s option, constitute an event of default of this Lease:




	 	(a)	 	if Tenant shall fail to pay any Rental or other sums payable by Tenant
hereunder within 10 days of written notice thereof from Landlord (provided, however, if
such event of default shall occur more than once in every 6 months period, Landlord
shall not be required to provide any written notice of default and an event of default
shall occur as and when such Rental or other sums becomes due and payable);






	 	(b)	 	if Tenant shall fail to perform or observe any other term hereof or any of the
Rules and Regulations and such failure shall continue for more than 30 days after
notice thereof from Landlord;






	 	(c)	 	if Tenant fails to take occupancy within 30 days following substantial
completion;






	 	(d)	 	if Tenant deserts or vacates any substantial portion of the Premises;






	 	(e)	 	if any petition is filed by or against Tenant or any guarantor of Tenant’s
obligations under this Lease under any section or chapter of the present or any future
Federal Bankruptcy Code or under any similar law or statute of the United States or any
state thereof;






	 	(f)	 	if Tenant or any guarantor of Tenant’s obligations under this Lease becomes
insolvent or makes a transfer in fraud of creditors;






	 	(g)	 	if Tenant or any guarantor of this Lease makes an assignment for the benefit of
creditors; or






	 	(h)	 	if a receiver, custodian, or trustee is appointed for Tenant or for any of the
assets of Tenant which appointment is not vacated within 30 days of the date of such
appointment.





Section 24.02 If an event of default occurs, at any time thereafter Landlord may do one or
more of the following without any additional notice or demand:




	 	(a)	 	Terminate this Lease, in which event Tenant shall immediately surrender the
Premises to Landlord. If Tenant fails to do so, Landlord may, without notice and
without prejudice to any other remedy Landlord may have, enter upon and take possession
of the Premises and expel or remove Tenant and its effects without being liable to
prosecution or any claim for damages therefore; and Tenant shall be liable to Landlord
for all loss and damage which




15









 






	 	 	 	Landlord may suffer by reason of such termination, whether through inability to
relet the Premises or otherwise, including any loss of Rental for the remainder of
the Term. Any such loss of Rental shall be offset by any Rental received by
Landlord as a result of reletting the Premises during the remainder of the Term.






	 	(b)	 	Terminate this Lease, in which event Tenant’s event of default shall be
considered a total breach of Tenant’s obligations under this Lease and Tenant
immediately shall become liable for such damages for such breach amount, equal to the
total of:






	 	(1)	 	the costs of recovering the Premises;






	 	(2)	 	the unpaid Rental due for the remaining term as of the date of
termination, plus interest thereon at a rate per annum from the due date equal
to 5% percent over the Prime Rate; provided, however, that such interest shall
never exceed the Highest Lawful Rate;






	 	(3)	 	the total Rental and other benefits which Landlord would have
received under the Lease for the remainder of the Term, at the rates then in
effect, together with all other expenses incurred by Landlord in connection
with Tenant’s default,






	 	(4)	 	all other sums of money and damages owing by Tenant and
Landlord.






	 	(c)	 	Enter upon and take possession of the Premises as Tenant’s agent without
terminating this Lease and without being liable to prosecution or any claim for damages
therefore, and Landlord may relet the Premises as Tenant’s agent and receive the Rental
therefore, in which event Tenant shall pay to Landlord on demand the cost of
renovating, repairing, and altering the Premises for a new Tenant or Tenants and any
deficiency that may arise by reason of such reletting; provided, however, that Landlord
shall have no duty to relet the Premises and Landlord’s failure to relet the Premises
shall not release or affect Tenant’s liability for Rental or for damages.






	 	(d)	 	Do whatever Tenant is obligated to do under this Lease and may enter the
Premises without being liable to prosecution or any claim for damages therefore, to
accomplish this purpose. Tenant shall reimburse Landlord immediately upon demand for
any expenses which Landlord incurs in thus effecting compliance with this Lease on
Tenant’s behalf, and Landlord shall not be liable for any damages suffered by Tenant
from such action, whether caused by the negligence of Landlord or otherwise.





Section 24.03 No act or thing done by Landlord or its agents during the Term shall
constitute an acceptance of an attempted surrender of the Premises, and no agreement to accept a
surrender of the Premises or to terminate this Lease shall be valid unless made in writing and
signed by Landlord. No re-entry or taking possession of the Premises by Landlord shall constitute
an election by Landlord to terminate this Lease, unless a written notice of such intention is given
to Tenant Notwithstanding any such reletting or re-entry or taking possession, Landlord may at any
time thereafter terminate this Lease for a previous default. Landlord’s acceptance of Rental
following an event of default hereunder shall not be construed as a waiver of such event of
default. No waiver by Landlord of any breach of this Lease shall constitute a waiver of any other
violation or breach of any time of the terms hereof. Forbearance by Landlord to enforce one or
more of the remedies herein provided upon a breach hereof shall not constitute a waiver of any
other breach of the Lease.



16









 





Section 24.04 No provision of this Lease shall be deemed to have been waived by Landlord
unless such waiver is in writing and signed by Landlord. Nor shall any custom or practice which
may evolve between the parties in the administration of the terms of this Lease be construed to
waive or lessen Landlord’s right to insist upon strict performance of the terms of this Lease. The
rights granted to Landlord in this Lease shall be cumulative of every other right or remedy which
Landlord may otherwise have at law or in equity or by statue, and the exercise of one or more
rights or remedies shall not prejudice or impair the current or subsequent exercise of other rights
or remedies.



ARTICLE 25 — Waiver by Tenant




To the extent permitted by applicable law, Tenant waives for itself and all claiming by, through,
and under it, including creditors of all kinds




	 	(a)	 	any right and privilege which it or any of them may have under any present or
future constitution, statute, or rule of law to redeem the Premises or to have a
continuance of this Lease for the Term after termination of Tenant’s right of occupancy
by order or judgment of any court or by any legal process or writ, under the terms of
this Lease, or after the termination of the Term as herein provided,






	 	(b)	 	the benefits of any present or future constitution, statute, or rule of law
which exempts property form liability for debt or for distress for rent, and






	 	(c)	 	the provisions of law relating to notice and/or delay in levy of execution in
case of eviction of a Tenant for non-payment of rent.





ARTICLE 26 — Security Deposit




The Security Deposit if any shall be held by Landlord, without interest, as security for the
performance of Tenant’s obligations under this Lease. Landlord may, without prejudice to any other
remedy, use the Security Deposit to remedy any default in any obligation of Tenant hereunder, and
such use shall survive the termination of this Lease, and Tenant shall promptly, on demand, restore
the Security Deposit to its original amount. If Tenant is not in default at the termination of
this Lease, any remaining portion of the Security Deposit shall be returned to Tenant. If Landlord
transfers its interest in the Premises during the Term, Landlord shall assign the Security Deposit
to the transferee who shall then become obligated to Tenant for its return, and thereafter Landlord
shall have no further liability for its return.



ARTICLE 27 — Attorney’s Fees and Legal Expenses




In any action or proceeding brought by either party against the other with respect to this Lease,
the prevailing party shall be entitled to recover from the other party’s reasonable attorneys’
fees, investigation costs, and other legal expenses and court costs incurred by such party in such
action or proceeding as the court may find to be reasonable. The prevailing party shall be the one
who receives the net judgment in its behalf at the end of any action.





17









 






ARTICLE 28 — Notices




Any notice or document required to be delivered hereunder shall be considered delivered, whether
actually received or not, when hand delivered to the address of the other party, or 48 hours after
deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt
requested, addressed to the parties hereto at the respective addresses specified in the Basic Lease
Information, or at such other address as they have subsequently specified by written notice.



ARTICLE 29 — Miscellaneous




Section 29.01 Where this Lease requires Tenant to reimburse Landlord the cost of any item,
if no such cost has been stipulated, such cost will be the reasonable and customary charge
therefore periodically established by Landlord. Failure to pay any such cost shall be considered
as a failure to pay Rental.



Section 29.02 Tenant represents and warrants that it has had no dealings with any broker
or agent in connection with the negotiation or execution of this Lease except such brokers or
agents as may be identified in Item 23 of the Basic Lease Information. Tenant shall indemnify and
hold Landlord harmless from any costs, expenses, or liability for commission or other compensation
or charges claimed by any person, broker or agent (other than those identified in the Basic Lease
Information), claiming through association with Tenant with respect to this Lease.



Section 29.03 As used herein, the terms “business days” means Monday through Friday
(except for holidays); “normal business hours” means 7:00 a.m. to 6:00 p.m. on business days; and
“holidays” means those holidays designated by Landlord, which holidays shall be consistent with
those holidays designated by Landlords of comparable office Buildings in the immediate area and
town.



Section 29.04 Every agreement contained in this Lease is, and shall be construed as, a
separate and independent agreement. If any term of this Lease or the application thereof to any
person or circumstances shall be invalid and unenforceable, the remainder of this Lease, or the
application of such term to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected.



Section 29.05 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 may acquire or hold, directly or indirectly, this Lease or the Leasehold state hereby
created or any interest in this Lease or in any interest in such fee estate. In the event of a
voluntary or other surrender of this Lease, or a mutual cancellation hereof, Landlord may, at its
option, terminate all subleases, or treat such surrender or cancellation as an assignment of such
subleases.



Section 29.06 Any liability of Landlord to Tenant under the terms of this Lease shall be
limited to Landlord’s interest in the Building and the Land, and Landlord shall not be personally
liable for any deficiency.



Section 29.07 Whenever a period of time is herein prescribed for action, other than the
payment of money, to be taken by either party hereto, such party shall not be liable or responsible
for, and there shall be excluded from the computation for any such period of time, any delays due
to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws,
regulations, or restrictions, or any other cause of any kind whatsoever which is beyond the control
of such party.



Section 29.08 The article headings contained in this Lease are for convenience only and
shall not enlarge or limit the scope or meaning of the various and several articles hereof. Words
of any gender used in this Lease shall include any other gender, and words in the singular number
shall be held to include the plural, unless the context otherwise requires.



18









 





Section 29.09 If there be more than one Tenant, the obligations hereunder imposed Tenant
shall be joint and several, and all agreements and covenants herein contained shall be binding upon
the respective heirs, personal representatives, successors, and to the extent permitted under this
Lease, assigns of the parties hereto. If there is a guarantor of Tenant’s obligations hereunder,
Tenant’s obligations shall be joint and several obligations of Tenant and such guarantor, and
Landlord need not first proceed against Tenant hereunder before proceeding against such guarantor,
nor shall any such guarantor be released from its guarantee for any reason, including, without
limitation, any amendment, renewal, expansion or diminution of this Lease, any forbearance by
Landlord or waiver of any of Landlord’s rights, the failure to give Tenant or such guarantor any
notices, or the release of any party liable for the payment of Tenant’s obligations hereunder.



Section 29.10 Neither Landlord nor Landlord’s agents or brokers have made any
representations or promises with respect to the Premises or the Building except as herein expressly
set forth and all reliance with respect to any representations or promises is based solely on those
contained herein.



Section 29.11 This Lease sets forth the entire agreement between the parties and cancels
all prior negotiations, arrangements, brochures, agreements, and understandings, if any, between
Landlord and Tenant regarding the subject matter of this Lease. No amendment or modification of
this Lease shall be binding or valid unless expressed in writing executed by both parties hereto.



Section 29.12 The submission of this Lease to Tenant shall not be construed as an offer,
nor shall Tenant have any rights with respect thereto unless Landlord executes a copy of this Lease
and delivers the same to Tenant.



Section 29.13 If Tenant signs as a corporation, each of the persons executing this Lease
on behalf of Tenant represents and warrants that Tenant is a duly organized and existing
corporation, that Tenant has and is qualified to do business in the Commonwealth of Pennsylvania,
that the corporation has full right and authority to enter into this Lease, and that all persons
signing on behalf of the corporation were authorized to do so by appropriate corporation actions.
If Tenant signs as a partnership, trust, or other legal entity, each of the persons executing this
Lease on behalf of Tenant represents and warrants that Tenant has complied with all applicable
laws, rules, and governmental regulations relative to its right to do business in the Commonwealth
of Pennsylvania, that such entity has the full right and authority to enter into this Lease, and
that all persons signing on behalf of the Tenant were authorized to do so by any and all necessary
or appropriate partnership, trust, or other actions.



Section 29.14 If, in connection with obtaining financing for the Building or of any ground
or underlying Lease, any lender shall request reasonable modifications in the Lease as a condition
for such financing, Tenant will not unreasonably withhold, delay, or defer its consent thereto,
provided that such modifications do not increase the obligations of Tenant hereunder or materially
adversely affect either the Leasehold interest hereby created or Tenant’s use and enjoyment of the
Premises.



Section 29.15 This Lease shall be governed by and construed under the laws of the
Commonwealth of Pennsylvania. Any action brought to enforce or interpret this Lease shall be
brought in the court of appropriate jurisdiction in Cumberland County, Pennsylvania. Should any
provision of this Lease require judicial interpretation, it is agreed that the Court interpreting
or considering same shall not apply the presumption that the terms hereof shall be more strictly
construed against a party by reason of the rule or conclusion that a document should be construed
more strictly against the party who itself or through its agent prepared the same, it being agreed
that all parties hereto have participated in the preparation of this Lease and that legal counsel
was consulted by each party before the execution of this Lease.



19









 





Section 29.16 Any elimination or shutting off of light, air, or view by any structure
which may be erected on lands adjacent to the Building, modification of the amenities to the
Building shall in no way affect this Lease or impose any liability on Landlord.



Section 29.18 Landlord may, upon reasonable notice (except in the case of emergencies)
enter upon the Premises at reasonable hours to inspect same or clean or make repairs or alterations
(but without any obligation to do so, except as expressly provided for herein) and to show the
Premises to prospective lenders or purchasers, and, during the last 6 months of the Term of the
Lease, to show them to prospective Tenants at reasonable hours and, if they are vacated, to prepare
them for re-occupancy. Landlord shall cause its officers, agents and representatives to exercise
care with any such entry not to unreasonably interfere with the operation and normal office routine
of Tenant (except in the case of emergency).



Section 29.19 Landlord may elect to relocate Tenant to other space in the Building
containing at least the same amount of Rentable Area as contained in the Premises (“Substitution
Space”). If such relocation occurs, the description of the Premises set forth in this Lease shall,
without further act on the part of Landlord or Tenant, be deemed amended so that the Substitution
Space shall be deemed the Premises hereunder, and all of the terms, covenants, conditions and
provisions of this Lease shall continue in full force and effect and shall apply to the
Substitution Space. The cost of relocating Tenant and altering the Substitution Space to make it
comparable to the Premises shall be borne by Landlord. The Annual Base Rental for the Substitution
Space shall be the amount specified under item 14 of the Basic Lease Information.



Section 29.20 The Exhibits and numbered riders attached to this Lease are by this
reference incorporated fully herein. The term “this Lease” shall be considered to include all such
Exhibits and riders.



IN WITNESS WHEREOF, Landlord and Tenant have set their hands and seals to this Lease Agreement
the day and year first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	Landlord: Old Gettysburg Associates
	 
	 	 	 	 	 	 
	 

	 	 	 	By: SELECT CAPITAL COMMERCIAL PROPERTIES, INC.

       Its general partner
	 
	 	 	 	 	 	 
	WITNESS:

	 	 	 	By:	 	/s/ John M. Ortenzio
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	John M. Ortenzio, President
	 

	 	 	 	Date:	 	3/27/07
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Tenant: Select Medical Corporation
	 
	 	 	 	 	 	 
	ATTEST:

	 	 	 	By:	 	/s/ Michael E. Tarvin
	 

	 	 
	 	 	 	 
	 

	 	 	 	Date:	 	4/1/07
	 

	 	 	 	 	 	 





20









 





EXHIBIT
“A” — Floor Plan




(Floor plan to be attached)



21









 





EXHIBIT
“B” — Description of Leasehold Improvements




Landlord agrees to finish the Premises according to Building Standard finishes as listed below.



22









 





EXHIBIT “C” — Parking





	1.	 	Throughout the Term, Tenant shall Lease from Landlord parking spaces in the Parking Area.
All such parking spaces shall be leased by Tenant on an unassigned basis and shall be used in
common with the other Tenants.






	2.	 	Landlord shall have the right to reserve parking spaces as it elects and condition use
thereof on such terms as it elects.






	3.	 	Landlord shall have the right to: add parking decks, change curb cuts, change traffic
patterns, re-stripe the parking surfaces as to size and location of spaces, temporarily
displace vehicles (for the purpose of improving and expanding Parking Area),






	4.	 	If a card system is utilized, lost cards will be replaced on request, but a charge of $15.00
per card will be required to reimburse Landlord for administrative costs of card replacement
and reprogramming of card entry processing unit.






	5.	 	Tenant shall cooperate fully in Landlord’s efforts to maintain the designated use of the
various Parking Facilities and parking areas, and shall follow all regulations issued by the
Landlord with respect thereto.




23









 











EXHIBIT “D” — Security Card Access




Security in the form of limited access to the Building during other than Normal Business Hours
through the use of cards may be provided by Landlord. In such event Landlord agrees to provide to
Tenant free of charge, 3 cards which cards will be surrendered at the Expiration Date. The
cost for any cards Tenant may desire in addition to this quantity shall be $15.00 per card.
Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees
for losses due to theft or burglary, or for damages done by unauthorized persons on the Premises
and neither shall Landlord be required to insure against any such losses. Tenant agrees to
surrender all cards then in its possession upon the expiration or earlier termination of this
Lease. Any lost card shall be cancelled and Tenant shall pay the sum of $15.00 Dollars for each
replacement card.



24









 





EXHIBIT “E” — Rules and Regulations




1. Sidewalks, doorways, vestibules, halls, stairways, and similar areas shall not be obstructed by
Tenants or their officers, agents, servants, and employees, or used for any purpose other than
ingress and egress to and from the Premises and for going from one part of the Building to another
part of the Building.



2. Plumbing fixtures and appliances shall be used only for the purpose for which constructed, and
no sweepings, rubbish, rags, or other unsuitable material shall be thrown or placed therein. The
cost of repairing any stoppage or damage resulting to any such fixtures or appliances from such
misuse shall be paid by such Tenant.



3. No signs, posters, advertisements, or notices shall be painted or affixed on any of the windows
or doors, or other part of the Building, or placed in such a manner as to be visible outside the
Premises, except of such color, size, and style, and in such places, as shall be first approved in
writing by the Building Manager. No nails, hooks, or screws shall be driven into or inserted in
any part of the Building, except by Building maintenance personnel.



4. Directories will be placed by Landlord, at Landlord’s own expense, in a conspicuous place in the
Building. No other directories shall be permitted.



5. The Premises shall not be used for conducting any barter, trade, or exchange of goods or sale
through promotional give-away programs or any business involving the sale of second-hand goods,
insurance salvage stock, or file sale stock, and shall not be used for any auction or pawnshop
business, any fire sale, bankruptcy sale, going-out-of-business sale, moving sale, bulk sale, or
any other business which, because of merchandising methods or otherwise, would tend to lower the
character of the Building. Canvassing, soliciting and peddling in the Building are prohibited.



6. Tenants shall not do anything, or permit anything to be done, in or about the Building, or bring
or keep anything therein, that will in any way increase the possibility of fire or other casualty
or obstruct or interfere with the rights of, or otherwise injure or annoy, other Tenants, or do
anything in conflict with the valid pertinent laws, rules, or regulations of any governmental
authority. Tenants shall not use or keep in the Building any flammable or explosive fluid or
substance, or any illuminating material, unless it is battery powered, UL approved.



7. Tenants shall not place a load upon any floor of the Premises which exceeds the floor load per
square foot which such floor was designed to carry or which is allowed by applicable Building code.
Landlord may prescribe the weight and position of all safes and heavy installations which Tenant
desires to place in the Premises so as properly to distribute the weight thereof. All damage done
to the Building by the improper placing of heavy items which over-stress the floor will be repaired
at the sole expense of the Tenant.



8. A Tenant shall notify the Building Manager when safes or other heavy equipment are to be taken
into or out of the Building. Moving of such items shall be done under the supervision of the
Building Manager, after receiving written permission. Tenant shall not move in or out of the
Building at the beginning or end of the Lease term, prior to 6:00 p.m. on any weekday.



9. Corridor doors, when not in use, shall be kept closed. All window blinds shall be left in
closed position, in order to facilitate energy conservation.



25









 





10. All deliveries must be made via the service entrance and service elevators during normal
business hours. Prior approval must be obtained from Landlord for any deliveries that must be
received after normal business hours. Any hand trucks utilized for deliveries must be equipped
with rubber tires and sideguards.



11. Each Tenant shall cooperate with Building employees in keeping the Premises neat and clean.
When conditions are such that Tenant must dispose of crates, boxes, etc., it will be the
responsibility of Tenant to do so outside of the hours of 7:00 a.m. and 6:00 p.m., at Tenant’s
expense.



12. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways. No
birds, animals, reptiles, or any other creatures, shall be brought into or kept in or about the
Building except for any Seeing Eye dogs.



13. Should a Tenant require telegraphic, telephonic, annunciator, or any other communication
service, Landlord will direct Tenant as to where and how the electricians and installers shall
introduce and place wires, and none shall be introduced or placed except as Landlord shall direct
in writing.



14. Tenants shall not make or permit any improper noises in the Building, or otherwise interfere in
any way with other Tenants or persons having business with them.



15. No equipment shall be operated on the Premises that could unreasonably interfere with the
rights of any other Tenant in the Building without written consent of Landlord. Nothing shall be
done or permitted in the Premises, and nothing shall be brought into or kept on the Premises, which
would impair or interfere with any of the Building services, or the use or enjoyment by any other
Tenant of any other Premises, nor shall there be installed by any Tenant any heating, ventilating,
air conditioning, electrical or other equipment of any kind which, in the judgment of the Landlord,
might cause any such impairment or interference. No space heaters or fans shall be operated in the
Premises.



16. Business machines and mechanical equipment belonging to Tenant which cause noise and/or
vibration that may be transmitted to the structure of the Building or to any Leased space so as to
be objectionable to Landlord or any Tenants in the Building, shall be placed and maintained by
Tenant, at Tenant’s expense, in settings of cork, rubber, or spring type noise and/or vibration
eliminators sufficient to eliminate vibration and/or noise.



17. Tenants shall not permit any cooking within the Premises and shall not permit any food or other
odors emanating within the premises to seep into other portions of the Building. Tenants shall not
install vending machines in the Premises.



18. No locks shall be changed without Landlord consent. No additional locks shall be placed upon
any doors without the prior written consent of Landlord. All necessary keys shall be furnished by
Landlord, and the same shall be surrendered upon termination of this Lease, and Tenant shall then
give Landlord or his agent an explanation of the combination of all locks on the doors or vaults.
Tenant shall initially be given two (2) keys to the Premises by Landlord. No duplication of such
keys shall be made by Tenants. Additional keys shall be obtained only from Landlord, at a
reasonable fee to be determined by Landlord.



19. Tenants, employees, or agents, or anyone else who desires to enter the Building after normal
business hours, may be required to sign in upon entry and sign out upon leaving, giving the
location during such person’s stay and such person’s time of arrival and departure.



20. Tenants will not locate furnishings or cabinets adjacent to mechanical or electrical access
panels or over air conditioning outlets so as to prevent operating personnel form servicing such
units as routine or emergency access may require. Cost of moving such furnishings for Landlord’s
access will be at Tenant’s



26









 







expense. The lighting and air conditioning equipment of the Building will remain the exclusive
charge of the Building designated personnel. Landlord will control all internal lighting that may
be visible from the exterior of the Building and shall have the right to change any unapproved
lighting, without notice to Tenant, at Tenant’s expense. Tenant shall not place cabinets or other
furniture against the exterior wall which exceeds the height of the window sills.



21. Tenants shall comply with parking rules and regulations as may be posted and distributed from
time to time, and shall take reasonable steps to cooperate with Landlord to enforce compliance.



22. Tenants shall provide plexiglass or other pads for all chairs mounted on rollers or casters,
unless same are designated for use on carpet by the manufacturer.



23. No Tenant shall make any changes or alterations to any portion of the Building without
Landlord’s prior written approval (which approval shall not be unreasonably withheld), which may be
given on such conditions as Landlord may elect. All such work shall be done by Landlord or by
contractors and/or workmen approved by Landlord (which approval shall not be unreasonably
withheld), working under Landlord’s supervision.



24. Landlord has the right to evacuate the Building in event of emergency or catastrophe.



25. If any governmental license or permit shall be required for the proper and lawful conduct of
Tenant’s business, Tenant, before occupying the Premises, shall procure and maintain such license
or permit and submit it for Landlord’s inspection. Tenant shall at all times comply with the terms
of any such license or permit.



26. Landlord shall have the right, exercisable without notice and without liability to any Tenant,
to change the name and street address of the Building, and to install signs on the interior and
exterior of the Building.



27. Smoking is not permitted anywhere inside the Premise or building.



28. Landlord reserves the right to rescind any of these rules and regulations and make such other
and further rules and regulations as in the reasonable judgment of Landlord shall from time to time
be needed for the safety, protection, care, and cleanliness of the Building, the operation thereof,
the preservation of good order therein, and the protection and comfort of its Tenants, their
agents, employees, and invitees, which rules and regulations when made and notice thereof given to
a Tenant shall be binding upon him in like manner as if originally herein prescribed.



27









 





EXHIBIT “F” — Guaranty — N/A




Intentionally Left Blank





28