Cranberry Woods Lease








LEASE   By and Between   TC NORTHEAsT METRO, INC.   ("Landlord")   and   .McKESSON AUTOMATION INC.   ("Tenant")   500 CRANBERRY WOODS DRIVE   CRANBERRY TOWNSHIP, PENNSYLVANIA    





 







CONTENTS   1. TERMS ······.·· 1   2. PAYMENT OF RENT & ADDITIONAL RENT , 10   3. SECURITY DEPOSIT AND ADVANCE DEPOSIT 11   4. USES; TENANT COVENANTS 11   5. ENVIRONMENTAL PROVISIONS; RECYCLING 12   6. LATE CHARGES; INTEREST 14   7. REPAIRS AND MAINTENANCE 15   8. UTILITIES AND SERVICES 16   9. COSTS OF ELECTRICITY AND EXPENSE INCREASES 18   10. INCREASES IN REAL ESTATE TAXES 25   11. ADDITIONAL PROVISIONS: OPERATING COSTS AND REAL ESTATE TAXES .   ...................................................................... . 1 26   12. TENANT'S INSURANCE. 28   13. LANDLORD'S INSURANCE 30   14. DAMAGE OR DESTRUCTION 31   15. MACHINES AND EOUIPMENT; ALTERATIONS AND ADDITIONS: REMOVAL OF   FIXTIJRES 33   16. ACCEPTANCE OF PREMISES 37   17. TENANT IMPROVEMENTS 37   18. ACCESS , 38   19. MUTUAL WAIVER OF CLAIMS AND SUBROGATION 38   20. INDEMNIFICATION 39    





 







21. ASSIGNMENT AND SUBLETTING 40   22. ADVERTISING 45   23. LIENS 46   24. DEFAULT .. .- 46   25. SUBORDINATION 53   26. SURRENDER OF POSSESSION 54   27. NON-WAIVER 55   28. HOLDOVER 55   29. CONDEMNATION 56   30. NOTICES 57   31. MORTGAGEE PROTECTION 58   COSTS AND ATTORNEYS' FEES l 5832.   33. BROKERS 58   34. LANDLORD'S LIABILITY AND DEFAULT 59   35. ESTOPPEL CERTIFICATES 61   36. FINANCIAL STATEMENTS 62   37. TRANSFER OF LANDLORD'S INTEREST 62   38. RIGHT TO PERFORM. . 63   39. TELECOMMUNICATIONS FACILITIES. . 63   40. SALES AND AUCTIONS 'j' 64   NO ACCESS TO ROOF 6441.    





 







42. SECURITY 64   43. AUTHORITY OF PARTIES. . 65   NO ACCORD OR SATISFACTION 1 6544.   45. [INTENTIONALLY DELETED] 65   46. PARKlNG 65   47. GENERAL PROVISIONS 66   48. [INTENTIONALLY DELETED] 70   49. WAIVER OF JURY TRIAL 70   50. RENEWAL OPTION 70   51. ROOF RIGHTS. . 72   52. EXPANSION OPTIONS 1 74   MODIFIED TERMS RELATING TO FULL BUILDING LEASE. 8253.   54. GUARANTY OF LEASE ' 84   55. LEASE CONTINGENCY. . 84   56. ADDITIONAL SCHEDULES. . 85   EXHIBIT A-I   EXHIBIT A-2   EXHIBITB   EXHIBITC   EXHIBITD   EXHIBITE   EXHIBIT F   EXHIBITG   EXHIBITH   Depiction of Premises and Site   Legal Description of Land   Form of Declaration of Lease Commencement   Construction Exhibit   Rules and Regulations   Business Terms Applicable to Land Option   Form of Guaranty of Lease   Janitorial Specifications   HVAC Specifications    





 







LEASE   THIS LEASE is made this ~I~y of December, 2001, by and between TC NORTHEAST   METRO, INC., a Delaware corporation ("Landlord"), and MCKESSON AUTOMA nON, INC., a   Pennsylvania corporation ("Tenant").   Landlord, for and in consideration of the rents and all other charges and payments hereunder   and of the covenants, agreements, terms, provisions and conditions to be kept and p~rformed   hereunder by Tenant, grants and conveys to Tenant, and Tenant hereby hires and tafes from   Landlord, a leasehold interest in the premises described below (the "Premises"), subject to all   matters hereinafter set forth and upon and subject to the covenants, agreements, terms, provisions   and conditions of this Lease for the term hereinafter stated.   NOW THEREFORE Landlord and Tenant hereby agree to the following:   1. TERMS.   1.1 Premises.   (a) The "Premises" demised by this Lease shall be a portion of the Building   (defined below) containing approximately 61,876 rentable square feet and consisting of the entire   third (3rd) and fourth (4th) floors of the Building, as shown on Exhibit A-I, attached hereto and   incorporated herein by reference, but shall be subject to modification as and to the extentlset forth   in section l.l(d), below. The Premises shall be measured (based upon CAD drawings) using   ANSIIBOMAZ65.1-1996 standards, and shall be subject to confirmation by Tenant's architect as   provided below. The Building within which the Premises is located is a four (4) story ClasslA office   building (sometimes referred to herein as the "Building") to be constructed in accordance rith this   Lease at 500 Cranberry Woods Drive, Cranberry Township, Pennsylvania. The land upon which   the Building is situated, which is described in Exhibit A-2 attached hereto and incorporated herein   by reference, shall be referred to hereinafter as the ''Land.'' The Building and Land are sometimes   referred to herein as the "Project". Tenant shall also have the right to use parking areas and   Common Areas of the Project, subject to the terms and limitations of this Lease, appurtenant to its   occupancy of the rentable portions of the Premises. No easement for light or air is incorporated in   the Premises. The rentable area of the Building is 119,344 square feet. Subject to Sections 1.1.(b),   1.1.(c) and 1.1.(d), below, Landlord and Tenant hereby stipulate that the measurement of the   Premises and Building is as stated in this Section l.l.(a).   (b) Landlord and Tenant acknowledge that the fmallocation of demiS~g walls   for that portion of the Premises which will be located on the second (2od)floor of the Buildfg may   not be determined until after Lease execution. In addition, pursuant to Section 1.1.(d), belo" Tenant   may increase the size of the Premises by up to an additional 15,000 square feet (or convert tiS Lease   . 1    





 







into a full building lease). Accordingly, and notwithstanding subparagraph 1.1(a), abore, to the   contrary, not later than thirty (30) days after the date upon which Landlord and Tenant reach final   agreement on the dimensions of the Premises, Landlord shall cause Landlord's Architect to perform   a measurement of the Premises, using the then most current drawings of the Premises an~ applying   ANSVBOMA Z65.1-1996 standards, so as to determine both the rentable area of the Premises and   Building, and shall certify and deliver these calculations promptly in writing to Landlord an~ Tenant.   Tenant, or its representatives, shall have the right to verify the measurements made by Landlord's   Architect under this Section 1.1(b) through its own measurement, provided Tenant gives!notice of   its intent to exercise such right within five (5) business days after receipt (or deemed receipt under   Section 30, below) by Tenant of the calculations of Landlord's Architect under this Section 1.l(b)   (failing which Tenant shall be deemed to have accepted the calculation of Landlord 's Archltect, and   to have stipulated to the square footages referenced therein). If Tenant exercises such right, and its   re-measurement discloses a discrepancy from the rentable square footages calculated by Landlord's   Architect, then the square footage of rentable area of the Premises andlorthe Building, as a~plicable,   shall be adjusted in accordance with Tenant's re-measurement unless Landlord disputes Je results   of Tenant's re-measurement within five (5) business days after the same is delivered to Lahdlord in   writing, in which event, prior to the re-measurement being considered effective, the question of such   measurement shall be submitted to arbitration to a panel of three arbitrators in accordance with the   commercial arbitration rules of the American Arbitration Association. In such event the initial two   arbitrators on the panel shall be Landlord's Architect and an architect selected by Tenant, and the   third arbitrator shall be an independent architect licensed in Pennsylvania and exPenjenCed in   commercial office measurement under ANSVBOMA Z65 .1-1996 standards selected by t~e mutual   agreement of Landlord's Architect and Tenant's Architect. The square footages of the Premises   andlor the Building in dispute shall be deemed to be the average of the determinations of those two   architects whose determinations are the closest, with the third to be disregarded. If the renthble area   of the Premises andlor Building is increased or decreased in accordance with this Section 1.1(b), all   Iprovisions of this Lease which are dependent on the measurement of the Premises andlor Building   (as the case may be) shall be appropriately adjusted to reflect the revised measurement (such as, but   not limited to, the Rent, Tenant's Share, the Allowance, etc.).   (c) The final measurements calculated in accordance with Section 1.1(b] shall be   certified by Landlord and Tenant, shall constitute the respective rentable areas of ea1h of the   Premises and Building, and shall not be subject to readjustment or re-measurement except in the   event of casualty or condemnation that requires a reconstruction or restoration of the Building or a   part thereof, or by any contraction of the Premises (such as due to the exercise by Landlord bfaright   of recapture provided for hereunder), in each case with such re-adjustment or re-measurement to be   limited solely to the portion of the Premises or Building, as the case may be, directlyiaffected   thereby). Upon determination and certification ofthe measurement in accordance with this Section   1.1, if the same differs from the square foot measurement stated herein, Landlord and Tenant shall   execute an amendment to this Lease stipulating to the respective certified rentable areas of the   Premises and Building, and making any other modifications which flow from suchl   l   'revised   measurement.   2    





 







(d) Tenant shall have the right, subject to any terms and limitations set forth in   Section 53, below, to increase the size of the Premises to constitute the entire Building (i.e], 119,344   square feet), and convert this Lease into a full building lease, by delivery of a writtenl notice to   Landlord making such election prior to 5:00 p.m. EST on April 30, 2002, in which Fvent the   provisions of Section 53, below shall apply. In addition, provided Tenant has not exe~cised the   foregoing right to convert this Lease into a full building lease in accordance with this Section 1.1 (d)   and Section 53, hereof, but subject to the terms of this Section 1.1 (d), Tenant shall have tlie right to   increase the size of the Premises by up to an additional 15,000 rentable square feet of cJntiguous   Ispace located on the second (2nd) floor 0f the Building, by deli very of a written notice to Landlord   making such election prior (such notice, a "Pre-Occupancy Expansion Notice") to 5:00 p.m. EST   on June 30, 2002. In exercising the immediately preceding right to increase the size of the !Premises   by up to 15,000 rentable square feet on the second (2nd) floor of the Building, Tenant agrees: (i) that   any space which it elects to add to the Premises will be designated with reasonable specifibity in its   Pre-Occupancy Expansion Notice, including attachment of a drawing setting forth dimensions of the   additional area, the location of all demising walls, and the integration of such additional area with   hallways, restrooms, electrical and telephone closets, and other Common Areas locatdd on the   second floor of the Building, and will be subject to Landlord's reasonable consent (provided that if   the proposed increase involves the entire 15,000 rentable square feet of space remaining available   on the second (2nd) floor of the Building, in which event the Pre-Occupancy Expansion No~ce need   onl y refer to the Tenant's election to add the entire 15,000 rentable square foot remainqer of the   second (2nd) floor to the Premises and will not require Landlord's consent), (ii) it win not be   Iunreasonable for Landlord to deny its consent to the proposed expansion area designated in renant' s   Pre-Occupancy Expansion Notice if the portion of the second floor which remains outside of the   Premises after integrating the additional space designated by Tenant within the Premi les is not   "Independently Leasable Space" as defined below, (iii) all additional costs associated with the   addition of such space to the Premises, including additional design costs and construction costs, will   be Tenant's responsibility, but may be paid for out of the TI Allowance (as defined herein), (iv) any   delay in the design and construction of the Building or Premises caused by such expansion shall   constitute a Tenant Delay hereunder, and (v) all provisions of this Lease which are basedlupon, or   calculated on the basis of, the rentable square footage of the Premises (such as the calculations of   Tenant's Share, Base Rent, the TI Allowance, etc.) shall be modified to account for the atlditional   rentable square footage of the Premises. The term "Independently Leasable Space" shall thean and   refer to space that has a proportion of windowed offices relative to the Rentable Area therepf which   is comparable to the floor as a whole, and which does not lack reasonable means of ingres,s, egress   or access to the Common Areas, common facilities and/or core areas of the Building located on such   floor, such as access to elevators, bathrooms, telephone and electrical closets, etc. I   1.2 Tenant's Share. "Tenant's Share" shall mean a fraction, the numerator OflWhich is   the total rentable square footage of the Premises, and the denominator of which is the total rentable   square footage of the Building. As of Lease execution, Tenant's Share shall be Fifty-One ana 85/100   Percent (51.85%) (i.e., 61,8761119,344) based on the Premises containing 61,876 rentab Ie square   feet, and the Building containing 119,344 square feet. The calculation of Tenant's Share shall be   adjusted for changes in the total rentable square footage of the Premises and/or Building, including   3    





 







ith I'" h ' hi h I fr . IWI out imitation c anges w IC may resu t om any condemnation or other taking of a ~ortion of   the Project, any partial termination of this Lease pursuant to Section 21 hereof, or any expansion of   the Premises permitted by this Lease. I   1.3 Lease Term. Subject to Section 53 of this Lease, if applicable, the term ofthis Lease   (the "Term" or "Lease Term") shall commence on the Commencement Date, as defined ib Section   lA, below (and as more fully set forth in Exhibit C hereto), and shall expire on the earlier to-occur   of (i) the last day of the sixty-second (62nd) full calendar month after the Commencement Date, or   (U) July 31, 2008 (the "Lease Expiration Date"). In the event Tenant exercises any of its renewal   options pursuant to Section 50, below, or any expansion option provided for under this Lease which   requires an extension of the Term, the Lease Expiration Date shall be deemed amended td account   for the additional renewal term or other modifications to the Term provided for under such   provisions of this Lease.   lA Commencement Date.   (a) Subjectto subparagraph 1.4(b), 1.4(c) and 1.4(d), below, and subjectto those   provisions of Exhibit C relating to Tenant Delays, the "Commencement Date" shall be ilie earlier   to occur of: (a) the date of Substantial Completion (as such term is defined in Exhibit q of the   Premises; or (b) the date upon which Tenant commences the beneficial use and occupanc~ of all or   any material part of the Premises (other than for "Furniture Installation" and "Move-In", as defined   and set forth in Exhibit C of this Lease). The parties acknowledge that the "Target Date" for   Substantial Completion of the Premises is April 1, 2003, subject to Tenant's compliance with its   responsibilities under the Approved Design Schedule (as defined in Exhibit C), and Tenant's   adherence to the other provisions of Exhibit C; provided as more fully set forth in Exhibit C,   Landlord agrees to provide Tenant with access to the Premises for purposes of Furniture Intallation   and Move-In not less than thirty-one (31) days prior to the date Landlord then estimates that   Substantial Completion of the Premises will occur. The parties acknowledge that Exhibit C fontainS   additional provisions concerning the rights and remedies of the parties (if any), and the effect on the   Commencement Date, in the event Substantial Completion of the Premises occurs past the dates set   forth above, including if the same is due to any Tenant Delays or Force Majeure (as defined rerein).   (b) Occupancy of any portion of the Premises by Tenant PriOI'1to the   Commencement Date for such portion of the Premises shall be at Tenant's sole risk and deemed   pursuant to, and subject to, all of the terms and provisions of this Lease, excluding the paJfIDentof   Base Rent and Additional Rent, except as set forth in Section lA( d), below; provided, however, that   except as may be set forth in Exhibit C hereto (with regard to Furniture Installation and Mi ve-In) ,   Tenant shall not be entitled to take occupancy of the Premises or any portion thereof prior to the date   it receives notice from Landlord that Landlord has achieved Substantial, Completion ofthe Premises.   (c) Substantial Completion of the Premises shall be deemed to have dccurred   upon Landlord's certification to Tenant that it has achieved Substantial Completion of the Bremises   (such certification, the "Certification of Substantial Completion"), as provided below,provfed that   4    





 







Landlord shall be obligated to provide Tenant with written notice of its intent to deliver the   Certification of Substantial Completion not less than five (5) business days prior to the date thereof   (such notice, a "5-Day Notice"), so that the parties can schedule a final walk-through on pr before   the date of such Certification of Substantial Completion (and Landlord and Tenant each agree to   make themselves available for the walk-through on or before such fifth (5th) business da{after the   5-Day Notice). Subject to Tenant's right to dispute and/or require arbitration regarding therccuracy   of Landlord's Certification of Substantial Completion, as more fully set forth in Secti9n I.4C d),   below, Landlord shall also be required to delivers keys or electronic key cards enabling Tenant to   enter and have access to the Premises by the date Landlord delivers the Certification ofSJbstantial   Completion to Tenant. In no event shall Substantial Completion be deemed to have occrulred prior   to the fifth (5th) business day following delivery of the 5-Day Notice.   (d) In the event Tenant, in good faith, disputes that Landlord's Certification of   Substantial Completion for the Premises is accurate, Tenant shall, within three (3) business days   after receipt of Landlord's Certification of Substantial Completion, provide a written botice toILandlord specifying in reasonable detail the basis for such dispute (a ''SC Dispute Notice").   Tenant's SC Dispute Notice shall be limited to identifying those incomplete items or deviations from   the Construction Documents or this Lease which Tenant believes in good faith causes the PremisesInot to have been Substantially Completed. If Landlord is in agreement with Tenant's sa Dispute   Notice, Landlord shall, within two (2) business days after its receipt of Tenant's SC Disputr Notice,   so notify Tenant (or Tenant's Representative) in writing. If Landlord is not in agreement with   Tenant's SC Dispute Notice, Landlord shall, within two (2) business days after its r6ceipt of   Tenant's SC Dispute Notice, so notify Tenant (or Tenant's Representative), which n1tice will   identify all items identified within Tenant's SC Dispute Notice with which Landlord agree~, and all   items identified within Tenant's SC Dispute Notice with which Landlord, in good faith, disagrees,   and the basis for such disagreement. If Landlord agrees that Tenant's SC Dispute Notice is ~ccurate,Ithen Landlord shall promptly satisfy all items identified therein, and the Certification of Substantial   Completion shall, in such event, be deemed effective on the first (181) business day followin~ the date   upon which Landlord completes its remedy of all applicable items identified in Tenant's sq Dispute   Notice and provides Tenant with a revised Certification of Substantial Completion (which revised   certification shall itself be subject to dispute resolution in accordance with this subsection). If   Landlord, in good faith, agrees with only a portion of Tenant's SC Dispute Notice, or qisagrees   entirely therewith, then the parties shall meet promptly (and in all events within two (2) ~usiness   days) thereafter to attempt to resolve, in good faith, all matters in dispute (and Landlord agrees that   it will concurrently address all items identified in Tenant's SC Dispute Notice as to which there is   no disagreement, if any). If the parties are unable, despite their good faith efforts, to resdlve their   disagreement as to any or all of the items in Tenant's SC Dispute Notice within a five (5) ~usiness   day period after the date Landlord's written response to Tenant's SC Dispute Notice is reCfived by   Tenant, then the parties shall promptly submit the matter in dispute to expedited arbitration pursuant   to Section 1.4(e) of this Lease. In any such arbitration, the panel of arbitrators shall have fueright,   inter alia, (A) to determine that the date of Substantial Completion was (i) the date ~tated in   Landlord's Certification of Substantial Completion, (ii) an altemative date advocated by TeJant, (iii)   such other date as may be proposed by the parties, or (iv) such other date as the arbitrators may   I   5    





 







decide that Substantial Completion actually occurred, (B) to determine that Substantial Completion   has not yet occurred, and (C) to enter findings as to which items must be addressed in orddr for such   Substantial Completion to occur, if any. Nothing set forth in this subsection shall be construed to   restrict Landlord and Tenant from mutually agreeing to resolve any dispute as to the correctness or   accuracy of Landlord's Certification of Substantial Completion on a basis different frofu that set   forth herein. In the event the date of Substantial Completion of the Premises is ultimatel~ found to   have been different from that set forth in the Certification of Substantial CompletioJ and the   deviation would in fact cause a modification of the Commencement Date of this Lease, aAd Tenant   made a payment of Rent to Landlord prior to the date such payment would otherwise hav9 been due   because of such inaccurate Certification of Substantial Completion, then the prepaid amount shall   be appropriately credited by Landlord as of the corrected Commencement Date of this Lrase.   (e) Any arbitration pursuant to Section 1.4(d) shall be conducted according to the   Commercial Arbitration Rules of the American Arbitration Association, except as hbeinafter   provided. No action at law or in equity shall be brought with regard to the matter in di~ute until   arbitration hereunder shall have been waived in writing by the parties, except to enforce the   applicable award. Judgment upon the award rendered in any arbitration hereunder shall beifmal and   binding on both parties hereto and may be entered in any court having jurisdiction thereof. During   any arbitration proceeding pursuant to this Section, the parties shall continue to perform and   discharge all of their respective obligations under this Lease, except as otherwise providfd in this   Lease. Within ten (10) business days of any demand for arbitration, each of Tenant and Landlord   shall appoint one (1) arbitrator, and within ten (10) days of their appointment, the two (2) arbitrators   thus selected shall jointly select a third (3rd) arbitrator. All arbitrators shall be c9mpletely   independent from Landlord and Tenant. All arbitrators shall have at least ten (10) years' eJperience   in commercial real estate matters in order to qualify as an arbitrator hereunder. If either ~arty fails   to select an arbitrator within the initial thirty (30) day period, or if the two (2) arbitrators are unable   to agree upon a third (3rd) arbitrator, then, upon the request of either party, the remaining   arbitrator(s) shall be appointed by The American Arbitration Association. The arbitration   proceedings shall take place at a mutually acceptable location in the Pittsburgh metropolitan area.   When resolving the applicable dispute, the arbitrators shall apply the pertinent provisions of this   Lease without departure therefrom in any respect. The arbitrators shall not have the power ~ochange   any of the provisions of this Lease, but this Subsection shall not prevent in any appropriate case the   interpretation, construction and determination by the arbitrator of the applicable provisiOfs of this   Lease to the extent necessary in applying the same to the matters to be determined by arTtration.   (f) Landlord and Tenant hereby agree to execute a Declaration, in substantially   the form attached hereto as ExhibitB, to confirm the Commencement Date and the Lease EfPiration   Date. Tenant's failure to execute said Dec1aration(s) shall not affect the Commencement Date or   the Lease Expiration Date, as same are determined by the terms of this Lease. Notwithstanding the   foregoing provisions of this Section 1.4, for purposes of this Lease, the term "Commencemdnt Date"   shall also mean any adjusted Commencement Date which may be established pursuant to the   operation of the provisions of Exhibit C to this Lease. I   6    





 







1.5 Rent. The base rent payable by Tenant hereunder ("Base Rent") is set fob in this   Section l.5, below. In addition to the Base Rent, Tenant shall pay (as additional rent~ Costs of   Electricity, Tenant's Share of Expense Increases (as described in Section 9), Tenant's Share of Tax   IIncreases (as described in Section 10), and any other increases in Base Rent described in this Section   1.5, below (or in Section 53, to the extent applicable), all of which shall be deemed Additibnal Rent   due under this Lease. The combination of Base Rent and Additional Rent as describ6d in this   Section 1.5 is sometimes collectively referred to in this Lease as "Rent." Base Rent shall bl payable   monthly, in advance, on first day of each calendar month of the Term, without prior notice, demand,   deduction or offset, except as expressly set forth herein.   l.5.1 The rate per rentable square foot per annum, and the portion ofle Lease   Term during which such monthly Base Rent, is payable shall be determined from the foll0'jing table   except to the extent the next sentence applies. If the final determination of the rentable square feet   for the Premises pursuant to the provisions of Section l.1 of this Lease differs from the 61,876   rentable square foot measurement utilized in making the calculations set forth in the following table,   or if the provisions of Section 53 of this Lease are applicable, the Base Rent set forth belot shall be   recomputed using the annual rental rate specified in the table (or, if applicable, as specified in   Section 53) and the finally determined rentable square feet for the Premises. I .   Applicable Portion of Lease Term Rate Annual Base Monthly Base   PerfRentable Rent Rent InstahmentBeginning Ending Sq. Pt.! Annum (Annual +112)   Commencement Date Expiration Date $2l.50 prsf $1,330,334.00 $110,861.17   Notwithstanding the foregoing rent schedule, if Tenant validly exercises any of its renewal options   as set forth in this Lease, Base Rent for the renewal term(s) shall be as set forth in sectit 50.   1.6 Additional Rent. Any sum owed or reimbursable by Tenant to Landlord under this   Lease (excluding monthly Base Rent) shall be considered "Additional Rent" hereunder, anr, except   for items of additional rent for which demand is required pursuant to the express terms of this Lease,   shall be payable without demand, set-off or deduction, except as expressly provided in thls Lease.   The items of additional rent described in Section 1.5, above, shall be payable monthly, in ~dvance,   on first day of each calendar month of the Term, together with Tenant's monthly Base Rent payment.   1.7 [Deleted]   1.8 Notice and pa~ent Addresses. Any notices under this Lease shall be gOVIrlmed by   the terms of Section 30, below. The notice addresses of the parties are as follows:   If to Laridlord: clo Trammell Crow Company   800 Cranberry Woods Drive, Suite 260   Cranberry Township, PA 16066   Attention: Property Manager, 500 Cranberry Woods Drive   7    





 







and:   Tenenbaum & Saas, P.C.   4330 East-West Highway, Suite 1150   Bethesda, Maryland 20814   Attention: Mark S. Tenenbaum, Esquire   If to Tenant: McKesson Automation Inc.   700 Waterfront Drive   Washington's Landing   Pittsburgh, PA 15222   Attn: Robert Kacher   with a copy to:   McKesson Corporation   One Post Street, 32nd Floor   San Francisco, CA 94104   Attn: McKesson Real Estate   Either party may, upon five (5) days prior written notice to the other, designate a new address to   which all notices hereunder shall be directed. I   1.9 Rent Payment Address. Tenant shall send payments of Rent hereunder to landlord   at the following address:   Trammell Crow Company   800 Cranberry Woods Drive, Suite 260   Cranberry Township, PA 16066   Attention: Property Manager, 500 Cranberry Woods Drive   Landlord may, upon ten (10) days prior written notice to Tenant, designate a new address to which   all payments of Base Rent and additional rent hereunder shall be sent.   1.10 Lease Year. Each twelve (12) month period within the Lease Term shall be referred   to herein as a "Lease Year." The foregoing notwithstanding, the first Lease Year shall cdmmence   on the Commencement Date (if the Commencement Date is the first day of the month) orifirst day   of the first full calendar month after the Commencement Date (if the Commencement Date [S not the   first day of the month) and terminate on the last day of the twelfth full calendar month lafter the   Commencement Date. Each subsequent Lease Year shall commence on the date immediately   following the last day of the preceding Lease Year and shall continue for a period oftwe]vd (12) full   . I   8    





 







calendar months, except that the last Lease Year of the Lease Term shall terminate on the date this   Lease expires or is otherwise terminated.   1.11 Certain Defmed Terms. Each underlined term in this section shall have the meaning   set forth next to that underlined term:   1.11.1 Access Laws: The Americans With Disabilities Act of 1990 (incliding the   IAmericans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other   Governmental Requirements relating to the foregoing.   1.11.2 Claims: An individual and collective reference to any and all claims, tmandS,   damages, injuries, losses, liens, liabilities, penalties, fines, lawsuits, actions, other proceedings and   expenses (including attorneys fees and expenses incurred in connection with the proceeding whether   at trial or on appeal).   1.11.3 Declaration. The Declaration of Protective Covenants for Cranberry Woods   recorded in the Recorder's Office of Butler County, Pennsylvania in Deed Book Volum~ 2928 at   Page 0028, which encumbers the Land, a true and complete copy of which has previously been   reviewed and approved by Tenant and Landlord ..   1.11.4 ERlSA: The Employee Retirement Income Security Act of 1974, ~ now or   hereafter amended, and the regulations promulgated under it. I   1.11.5 .Governmental Agency: The United States of America, the state in which the   Land is located, any county, city, district, municipality or other governmental subdivisionj court or   agency or quasi-governmental agency having jurisdiction over the Land and any board, agency or   authority associated with any such governmental entity, including the fire departrnel~ having   jurisdiction over the Land. J   . 1.11.6 Governmental Requirement: Any and all statutes, ordinances, codFs, laws,   rules, regulations, orders and directives of any Governmental Agency as now or later amended   (including without limitation all present and future laws, orders and regulations regarding +cycling   of trash and smoking in the workplace, all building and life safety codes and all environmental laws   and all Access Laws) .   1.11.7 Hazardous Substances: Asbestos, PCBs, petroleum or petroleum-based   chemicals or substances, urea formaldehyde or any chemical, material, element, compound, kolution,   Imixture, substance or other:matter of any kind whatsoever which is now or later defined, classified,   listed, designated or regulated as hazardous, toxic or radioactive by any Governmental Akency.   1.11.8 Holidays: New Years Day, President's Day, Memorial Day, Ind~endence   Day, Labor Day, Thanksgiving Day, Christmas (as and when such holidays are celebratr by the   9    





 







U.S. federal government), as well as any other holiday recognized as a national holiday bJ the U.S.   federal government. I   1.11.9 Including: The term "including", or "includes" or terms of a similar nature,   when used herein, shall be construed as non-exclusive, that is, shall be construed to mean "including   but not limited to", or "including, without limitation" or "includes, among other things". I   1.11.10 Landlord's Agents: Any and all partners, officers, agents, contractors,   subcontractors, licensees, employees, trustees, investment advisors and consultants of Lahdlord.   I1.11.11 Manager: Trammell Crow Company, or its replacement as specified by   written notice from Landlord to Tenant. I   1.11.12 Normal Business Hours: Monday - Friday from 7:00 a.m. to 6:00 p.m., and   Saturdays from 8:00 a.m. to 12:00 Noon, but excluding any Holidays.   1.11.13 Tenant's Agents: Any and all officers, partners, contractors, sUbcoJtractors,   consultants, licensees, agents, subtenants, employees, and (while within the Premises) inr'tees of   Tenant.   1.11.14 Tenant Specialty Systems: Any special HVAC or fire suppressionl systems   installed by Tenant within the Premises, whether as part of the Tenant Improvements lor as an   Alteration, in order to provide special cooling to Tenant's data center, computer rooms, networking   equipment or other Tenant facilities during and after Normal Business Hours, and includfug halon   fire suppression systems and the like. I   2. PAYMENT OF RENT & ADDITIONAL RENT.   Tenant shall pay Landlord the Rent due under this Lease in lawful money of thl United   States. Rent (including any monthly estimated payments for Tenant's Share of Expense fucreases   and Tax Increases payable in accordance with this Lease) shall be paid in advance, on or bhore the   first day of each month, at the address noted in Section 1.9, or to such other party or at s+h other   place as Landlord may hereafter from time to time designate in writing. Base Rent under this Lease   for any partial month at the beginning of the Lease Term shall be prorated based on the B~se Rent   in effect for the first month in which Base Rent is payable hereunder. All other payments dre under   this Lease shall be paid no later than thirty (30) days after the date Landlord provides Tenant with   a written request for payment which sets forth the amount due. In the event of anyl dispute   concerning the computation of the amount of any additional rent due, Tenant shall pay thd amount   specified by Landlord pending the resolution of the dispute, provided such payment shall belwithout   prejudice to Tenant's right to continue to challenge the disputed computation. In the e1ent that   Tenant successfully challenges the disputed computation, Landlord shall refund to Terant the   amount of any overpayment of such additional rent within thirty (30) days after the dispute is finally   10    





 







resolved, together with interest at the Prime Rate calculated from the date upon which Tenant made   the overpayment to Landlord until the date such amount is paid by Landlord to Tenant.   3. SECURITY DEPOSIT AND ADVANCE DEPOSIT.   No security deposit or advance deposit shall be required under this Lease.   4. USES; TENANT COVENANTS.   4.1 Permitted Use. The Premises are to be used solely for general office and   administrative purposes, subject to Tenant's compliance with applicable zoning ordinahces, but   excluding, without limitation, retail uses, industrial uses, uses which are in violation of an~ express   terms of this lease, and/or uses which involve the handling, storage, use or disposal of Hbrdous   Materials (as defined in Section 5.2.1, below) not expressly permitted pursuant to Section $, below,   and for no other business or purpose. The uses permitted by this Section 4 are sd1metimes   collectively referred to herein as the "Permitted Use".   4.2 Other General Use Covenants.   4.2.1 Tenant shall not commit or allow to be committed any waste upon the   Premises, nor any public or private nuisance nor any other act which disturbs the quiet e~oyment   of any other tenant in the Building. If any of the Tenant's office machines or equipmen,~r other   activities within the Premises involve unusual volume or vibration and disturb any other ,nant in   the Building, then Tenant shall provide adequate insulation, or take such other action, as may be   necessary to eliminate the noise or disturbance.   4.2.2 Tenant will, at its own cost, promptly comply with and caI1J1out all   Governmental Requirements to the extent that same apply to (i) the manner of Tenant ,s oCfupation   or use of the Premises, (ii) the conduct of Ten ant's business therein, and/or (iii) unless designed by   Landlord's architect, to the design and construction of any initial improvements or su~sequent   alterations therein by (or at the request of) Tenant, including without limitation th~ Tenant   Improvements (as defmed in Exhibit C hereto) but specifically excluding the Base Building   Improvements and any other items identified in Exhibit C as items for which Landlord is e~pressly   assuming responsibility for compliance with Governmental Requirements. Landlord will, at its own   cost, promptly comply with and carry out all Governmental Requirements to the extent ~at same   apply to (A) the conduct of Landlord's business operations, or (B) the construction of the Building   or any alterations therein by (or at the request of) Landlord, including without limitation the Base   Building Improvements and any other items identified in Exhibit C as items for which Larldlord is   expressly assuming responsibility for compliance with Governmental Requirements, and (i~ except   to the extent the same are Tenant's responsibility under this Section 4.2.2. The parties agree that all   expenses of compliance with Governmental Requirements other than in connection *ith the   construction of the Base Building Improvements (and any other specific items for which ~andlord   11    





 







is responsible under Exhibit C) may be recoverable as an Operating Cost as defined in (ald limited   by) Sections 9.5 and 9.6 of this Lease.   4.2.3 Tenant shall observe such reasonable rules and regulations as may bl adopted   and made available to Tenant by Landlord from time to time for the safety, care and cleanliness of   the Premises or the Building and for the preservation of good order therein. The initial ~les and   regulations for the Building are attached as Exhibit D hereto and made a part hereofby this reference   (as the same may be amended in accordance herewith, the "Rules and Regulations"). Landlord shall   have the right from time to time to make reasonable modifications to the Rules and Re~lations,   provided (i) such modifications shall only be applicable to Tenant if communicated to tenant in   Iwriting at least ten (10) days prior to the effective date of such modification, (ii) such modified Rules   and Regulations shall not modify any economic obligations of Tenant under this Lease in rnore than   a de minimis amount, nor otherwise impair the rights of Tenant expressly set forth in this rfase, and   (iii) in the event of any irreconcilable conflict between the terms of this Lease and the terms of an   amended rule, the terms of this Lease shall be controlling. Landlord shall not be respdnsible to   Tenant for the nonperformance of any of said rules and regulations by any other tenants or dccupants   of the Building, provided Landlord will not enforce any such rules and regulations in a   discriminatory manner.   4.2.4 No act shall be done or knowingly permitted by Tenant, or its agents,   employees and/or contractors, in or about the Premises that is unlawful or that will increase the   existing rate of insurance on the Building. To Landlord's knowledge, general office and   administrative use is neither unlawful, nor will it result in any increase in the existink rate of   insurance in the Building. In the event the existing rate of insurance is increased because of any   breach by Tenant of this covenant, Tenant shall pay to Landlord any and all fines, penalties, andlor   increases in insurance premiums resulting from such breach. I   5. ENVIRONMENTAL PROVISIONS; RECYCLING.   5.1 Tenant agrees that neither Tenant, nor any of Tenant's Agents will store, place,   generate, manufacture, refme, handle, or locate on, in or under the Land or Building any Hhardous   Substance, except for storage, handling and use of reasonable quantities and types of cleaning fluids   and office supplies in the Premises in the ordinary course and the prudent conduct of ~enant's   business in the Premises, provided that (a) the storage, handling and use of such PFrmitted   Hazardous Substances must at all times conform to all Governmental Requirements and to   applicable fire, safety and insurance requirements; (b) the types and quantities of Pfrmitted   Hazardous Substances which are stored in the Premises must be reasonable and appropriate to the   nature and size of Ten ant's operation in the Premises and reasonable and appropriate for a fi~st-class   building of the same or similar use and in the same market area as the Building; (c) no Hdzardous   Substance shall be spilled or disposed by Tenant or by any of Tenant's Agents on, in or under the   Land or Building or otherwise discharged by Tenant or Tenant's Agents from the premise~ onto, in   or under any area adjacent to the Land or Building; and (d) in no event will Tenant be permitted to   store, handle or use on, in or under the Premises any Hazardous Substance which will+the   12    





 







rate of fire or extended coverage insurance on the Land or Building, unless: (1) such ,azardous   Substance and the expected rate increase have been specifically disclosed in writing to Landlord; (2)   Tenant has agreed in writing to pay any rate increase related to each such Hazardous Substance; and   (3) Landlord has approved in writing each such Hazardous Substance, which approvdl shall be   subject to Landlord's discretion. I   5.2 Tenant shall indemnify, defend and hold harmless Landlord and Landlord's Agents   from and against any and all Claims arising out of any breach by Tenant of any provisibn of this   paragraph (except to the extent such Claims arise out of the acts or omissions of Landldrd and/or   Landlord's Agents), which expenses shall also include laboratory testing fees, personal injcly claims,   clean-up costs and environmental consultants' fees. Tenant acknowledges that Landlo~d may be   irreparably harmed by Tenant's breach of this paragraph and that a specific performance af.tion may   be commenced by Landlord; provided that, Landlord's election to bring or not bring any such   specific performance action shall in no way limit, waive, impair or hinder Landlord's other remedies   against Tenant.   I5.3 As of the execution date of this Lease, Tenant represents and warrants to !Landlord   that, except as otherwise disclosed by Tenant to Landlord, Tenant has no intent to ~ring any   Hazardous Substances on, in or under the Premises except for the type and quantities autHorized in   the first paragraph of Section 5.1, above.   5.4 Landlord represents and warrants to Tenant that, based on the Environmen91 Reports   (defined below) and except as set forth in the Environmental Reports: (i) Landlord has no actual   knowledge that any handling, transportation, storage, treatment or usage of Hazardous Sdbstances   that has occurred at the Land or on or in the Building was not in compliance with applicable   Governmental Requirements, (ii) Landlord has no actual knowledge of any leak, spill, discharge,   emission or disposal of Hazardous Substances which has occurred at, on or under the Lanctl and (iii)   to Landlord's actuallrnow!edge, the soil, groundwater, and soil vapor on or under thel Land or   Building are free of Hazardous Substances as of the date hereof. Landlord agrees to indemnify,   defend and hold Tenant and Tenant's Agents harmless from any Claims which arise durink or after   the Lease Term, in connection with a breach of Landlord's representations in this P¥agraph.   Without limiting the generality of the foregoing, this indemnification shall survive the expiration of   this Lease and does specifically cover costs incurred in connection with any investigation of site   conditions or any cleanup, remedial, removal or restoration work required by any federaE, state or   local governmental agency or political subdivision because of the presence or suspected presence   of Hazardous Substances in the soil, groundwater or soil vapor on or under the Land or lBuilding,   and includes reasonable attorneys' fees and expenses, unless the Hazardous Substances arb present   as the result of the acts or omissions of Tenant or any of Tenant's Agents. I   "5.5 Tenant shall comply with all Governmental Requirements regarding the collection,   sorting, separation and recycling of waste products, garbage, refuse and trash (hereinaftdr collec-   tively called "waste products") including but not limited to the separation of such waste broducts   into receptacles reasonably approved by Landlord and the removal of such receptacles in acrordance   13    





 







with any collection schedules prescribed by such regulations. Landlord shall, in its activities within   the Building and in its provision of services hereunder, comply (or cause its agents and contractors   to comply) with the foregoing regulations (the cost of which shall be included within "1perating   Costs" under Section 9.5 of this Lease). Landlord reserves the right (a) to refuse to acc)ept from   Tenant any waste products that are not prepared for collection in accordance with any such   regulations, and (b) to require Tenant to pay all costs, expenses, fines, penalties or damages ~hatmay   be imposed on Landlord or Tenant by reason of Tenant's failure to comply with any such   regulations. I   6. LATE CHARGES; INTEREST.   6.1 Late Charge. Tenant hereby acknowledges that late payment to LandlorJ of Base   Rent or additional rent will cause Landlord to incur administrative costs and loss of in~estment   Iincome not contemplated by this Lease, the exact amount of which will be extremely difficult to   ascertain. If any Base Rent or additional rent due from Tenant is not received by Laddlord or   Landlord's designated agent within ten (10) days after the date due, then Tenant shaEIpay to   Landlord a late charge equal to five percent (5%) of such overdue amount; provided, however,   Landlord agrees to waive the first such late charges arising during any Lease Year during Je Term,   up to a maximum of three (3) such waivers during the Term, as long as Landlord receives such   overdue Base Rent, additional rent, or other sum within ten (10) days after the date~andlord   provides Tenant with a written notice that such payment of Base Rent, additional rent lor other   charges is overdue. The parties hereby agree that such late charges represent a fair and reasonable   estimate of the administrative cost that Landlord will inc~ by reas~n of Tenant's late pryme~t.   Landlord's acceptance of such late charges shall not constitute a waiver of Tenant's default WIth   respect to such overdue amount or estop Landlord from exercising any of the other ri~hts and   remedies granted hereunder. I   6.2 Interest. In addition to the administrative late charge provided for under Section 6.1,   above, if any Base Rent or additional rent due from Tenant to Landlord is not paid withinl five (5)   days after the date due (if Tenant was not assessed a late charge by virtue of such late payment) or   thirty (30) days after the date due (if Tenant was assessed a late charge by virtue of sbch late   payment), such unpaid amount shall bear interest from the date originally due until the date paid atIan annual rate of interest (the "Default Rate") equal to the lesser of (a) the Prime Rate pfus four   percent (4%) or (b) the highest annual rate of interest permitted under applicable law. Landlord's   acceptance of such interest shall not constitute a waiver of Tenant's default with respect to such   overdue amount or estop Landlord from exercising any of the other rights and remedies granted   hereunder. The term "Prime Rate" shall mean the "Prime Rate" of interest as published from time   to time in the Wall Street Journal, or if not so published, then the "Prime Rate" as establis~ed from   time to time by the largest commercial bank in the United States at the time of such calculation, as .   determined by reference to gross customer deposits with such bank. I   14    





 







7. REPAIRS AND MAINTENANCE.   7.1 Landlord's Responsibilities. Landlord shall maintain or cause to be maintlined, and   after receiving notice or actual knowledge of the need for repair, shall repair and/or rdplace (as   necessary) all structural and non-structural portions of the Building roof, Building SYftems (as   hereafter defined), including HVAC maintenance (other than Tenant's Specialty Systems, the   maintenance, repair and replacement of which shall be Tenant's sole responsibility), Common Areas   (as hereafter defined) and Structural Elements ( as hereafter defined), in a manner consistent with the   level of maintenance and repair customary for a Class A office building in the same subfuarket as   the Building, provided that, to the extent any of such maintenance or repairs is rendered kecessary   by the negligence or willful misconduct of Tenant or Tenant's Agents, and is not subj~ct to the   waiver(s) of claims and subrogation set forth in Article 19 of this Lease, Tenant shall be pbligated   to reimburse Landlord for all costs sustained by Landlord in connection therewith, which   reimbursement shall be due no later than thirty (30) days after Landlord's written demand. Landlord   will also enforce all construction and equipment warranties for the benefit of Tenant. For the   purposes of this Section 7, "Building Systems" shall mean the mechanical, electrical, ~ umbing,   elevator, sprinkler, and HVAC systems serving the Building and located inside or outside of the   confines of the Premises or Building, as well as the base building security systems Iand any   communications equipment, wiring and cabling servicing the Building (but only to the pOft where   telephone service enters and connects to the Building, and not from such point of connection to the   Tenant's equipment, which shall remain Tenant's responsibility) but shall exclude an~ Tenant   Specialty Systems and equipment (including without limitation special cooling systems, ~lectrical   subpanels, etc.) installed by Tenant to provide supplemental cooling or other special utility service   to computer rooms or other special areas of the Premises and which are not part of the Base Building   Improvements (as defined in Exhibit g. "Common Areas" shall mean those areas of the Land   which are available from time to time for the non-exclusive use of Tenant and other tenakts of the   Building and Project, such as the sidewalks, parking areas, driveways and landscaping! exterior   storm water management, sanitary sewer and similar water, sewer and utility systems, an~, within   the Building, shall mean the elevators, mechanical rooms, and electrical and telephone closets, stair   towers, and Building restrooms on each floor of the Premises which is multi-tenanted, all as ~e same   may be configured from time to time; and "Structural Elements" shall mean the structural   components of the Building's base building improvements, including structural components which   integrate with the interior tenant improvements within the Premises, including without limithtion the   foundations, exterior structural walls and other load-bearing elements of the Building. I   7.2 Tenant's Responsibilities. Except for (i) repairs to Building roof, Building Systems,   Common Areas and Structural Elements, (ii) warranty repairs related to the Tenant Improfements   (if any), (in) janitorial and cleaning services to the extent provided by or through Landlord under   Section 8.1, below, and (iv) repairs to the interior of the Premises to the extentthe same are tendered   necessary by the negligence or willful misconduct of Landlord and Landlord's Agents, ana are not   covered by the fire and casualty insurance maintained, or required to be maintained, by Tenftunder   this Lease, Tenant shall be responsible (at Tenant's sole expense) for repairs and maintenance to the   interior of the Premises. I   15    





 







7.3 Notification Requirements. Tenant shall promptly report in writing to Landlord any   defective condition in the Premises known to Tenant which Landlord is required to reJ,air, and   failure to so report such defects shall excuse any delay by Landlord in commencing and cothpleting   such repair to the extent the same would otherwise be Landlord's responsibility under thi Lease.   7.4 Expenses. All expenses incurred by Landlord pursuant to this Section 7 (to the extent   not payable directly by Tenant as above provided) will be included within "Operating 0losts" as   defined in Section 9, below, to the extent not excluded under Section 9.6.   8. UTILITIES AND SERVICES.   8.1 Services. Landlord shall furnish Tenant with the following services and facilities:   (i) at least one elevator in the Building subject to call at all times, including Sundays and hblidays;   (ii) zoned heating, ventilation and air conditioning during Normal Business Hours in ac+rdance   with the HVAC Specifications attached as Exhibit H to this Lease; (iii) hot and cold running water   sufficient for needs attributable to a general office use; (iv) public lavatory facilities and ~~pplies,   and in-suite and common area janitorial services, including trash removal and recycling, Monday   through Friday, excepting Holidays, in accordance with the cleaning specifications attached hereto   as Exhibit G; (v) replacement oflight bulbs and lighting fixtures throughout the Premises; (vi) access   to the Project 24 hours a day, 365 days a year, including holidays; and (vii) regular maintenance of   all parking and other Common Areas, including striping, landscaping, replacement oflight kources,   leveling, repaving and removal of snow and ice. The cost of all of the foregoing services ro/rushed   by Landlord shall constitute Operating Costs and shall be payable as provided in Section 9 of this   Lease.   8.2 Additional HVAC Service. If requested by Tenant, Landlord shall furnish HVAC   service at times other than Normal Business Hours at the cost of such service as establis~ed from   time to time by Landlord, which amount shall be paid by Tenant as additional rent as pro~ided in   Section 2, above. Such cost shall be based upon Landlord's actual out-of-pocket cost inc1u~ng for   electrical utility service associated therewith (to the extent not separately metered to Tenant), plus   a reasonable amount to account for accelerated depreciation of equipment and increased repair and   maintenance expense. Tenant will be responsible for 100% of the cost of electricity supplied for the   operation of any supplemental HVAC units used for special cooling purposes, such as foricooling   computer rooms and the like, and which are intended to be operated by Tenant both d~g and   outside of Normal Business Hours. Tenant must notify Landlord (through the individual or calling   procedure established by Landlord's property manager to serve such function) no later tHan 1:00   p.m. on a business day for after hours HVAC service that day, and no later than 1:00 p.m. o~ Friday   or the day before a holiday for after hours INAC service for the following weekend or holiday. If   the quantity or kind of utilities or services furnished by Landlord to the Premises (other ~an for   Tenant's special equipment, and separately metered electricity, which Tenant will be paying for   separately, as provided herein) to meet Tenant's requirements is excessive or abnormal relative to   the utilities and services consumed by office tenants generally, as determined in accordice with   16    





 







Section 8.4, below, Tenant shall reimburse Landlord upon demand for the additional cosJesulting   from Tenant's excessive or abnormal consumption. r   8.3 Additional Provisions. Except for rental abatement to the extent provided for under   Section 8.5, below, Landlord shall not be liable to Tenant for any loss, injury or damage to rroperty,   or loss of income or other business loss, caused by or resulting from any variation, inte~ption, or   failure of such services due to any cause whatsoever, or from failure to make any repairs o~perform   any maintenance, except that, subject to Section 19.1 of this Lease, Landlord will not bel excused   from liability to Tenant for loss, injury or damage to property arising from the above described   causes to the extent caused by Landlord's negligence or willful misconduct or breach of Jis Lease   and not covered or normally coverable under any of the policies of insurance (or any self-i surance)   which Tenant is required to obtain or provide pursuant to any applicable provisions of this Lease.   In addition, Landlord shall not be liable to Tenant for (a) any damage to the Premises, (b) any loss,   damage or injury to any property therein or thereon, (c) any claims for the interruption of ~r loss to   Tenant's ?usiness or (d~for any indirect damages or consequentiallos~es, to the ext~nt the ~fregOing   are occasioned by bursting, rupture, leakage or overflow of any plumbing or other pipes, oilier water   leakage or flooding, or other similar causes in, above, upon or about the Premises or the Building.   If any public utility or governmental body shall require Landlord or Tenant to restrict the   consumption of any utility or reduce any service to the Premises or the Building, Landlord and   Tenant shall comply with such requirements, without any abatement or reduction of the BJse Rent,   additional rent or other sums payable by Tenant hereunder, except as (and solely to th6 extent)   provided in Section 8.5, below.   8.4 Measurement of Tenant's Electrical ConsumptioIL It is generally contemplated that,   Ito the extent practicable, electrical service to receptacles and lighting fixtures within the ~remises   will be separately metered or submetered, but that electrical service to the Base Building HVAC   units will not be separately metered. Landlord will investigate with the local utility providerrhether   separate metering by the utility company is available for individual Building tenants or rhether   separate measurement of electrical usage will be available solely through submetering (and if   separate metering by the utility company is both economically feasible and permissible, Uandlord   will, at Tenant's request, arrange for such separate metering as part of Landlord's TI~Ork).   Irrespective of whether electrical service is separately metered, submetered or determined ough   engineering surveys, Tenant shall nevertheless be responsible to pay all costs of electrica ~service   to the Premises and to the HVAC units serving the Premises (including Tenant's Specialty ~ystems,   if any). The payment of Costs of Electricity by Tenant is governed by Section 9, below, subject to   the provisions of this Section 8.4. Landlord reserves the right, in connection with assesaing any   charge to Tenant arising out of Tenant' s use of electricity (i) to install electrical meters or supmeters   (at Landlord's expense if not installed as part of Landlord's TI Work) to determine Tenant's   electrical consumption, or (ii) if the installation of electrical meters or submeters is impdcticable   (as, for example, with the Base Building HVAC service) to determine Tenant's electrical   consumption either (A) at Landlord's option, through the use of engineering surveys, which !surveys   shall be based on the actual electrical consumption by all users of electricity in the Building, or (B)   if Landlord elects not to cause such engineering surveys to be performed, based upon the!ratio of   17    





 







metered electric usage in the Premises to the total metered electric usage in the occupied ~ortions   of Building (and in both cases, to charge Tenant directly, as a Cost of Electricity under this Lease,   for such electrical usage without mark-up). If applicable, any such engineering surveys will be   conducted by a licensed third party engineer selected by Landlord whose findings I will be   determinative except as hereafter provided, and such survey( s) will be conducted in accordance with   reasonable and sound engineering practices. Tenant's Share of the cost of any such enJneering   surveys shall constitute a Cost of Electricity under this Lease. The foregoing provision's of this   Section 8.4 to the contrary notwithstanding, the parties agree to install submeters or Jlectrical   measurement devices to determine the amount of electrical usage associated with Tenant's Specialty   Equipment, which installation shall be performed at Tenant's expense (and which may belpaid for   out of the TI Allowance).   8.5 Interruption in Service. Notwithstanding Section 8.3 of this Lease to the contrary,   in the event Tenant is deprived of water, electricity, elevator service or HVAC service as a ~esu1tof   the willful or negligent acts or omissions of Landlord or its management agent, or their respective   agents, employees and contractors (an "Abatement Event"), for a period exceeding tpree (3)   consecutive business days, and as a result thereof Tenant is unable to and does not in fact!conduct   business from the Premises or any material portion thereof during the entirety of such pe~od, then   from and after such third (3rd) consecutive business day after Tenant first notified Landlord of such   Abatement Event, Tenant shall be entitled to abate its Rent obligations hereunder as to the ~remises   or portion thereof which is not usable (and not used), on e pro-rata basis if the affected portion is   less than all of the Premises, until such time as the water, electrical, elevator or HVAC service (as   applicable) is restored, or Tenant recommences its use of the Premises (or such applicable portion)   whichever first occurs. In addition, if an Abatement Event as described above continues forkt   l   period   of thirty (30) consecutive days, as a result thereof Tenant is unable to and does not in fact conduct   business from the Premises or any material portion thereof during the entirety of such period, and   Landlord has failed to commence to take action to bring an end to such Abatement Event 1s of the   end of such 30-consecutive day period (or is not pursuing such action with reasonable diligence after   the expiration of such 30-consecutive day period), then Tenant shall thereafter have the i'mbediate   right to terminate this Lease without penalty upon delivery of written notice of such terrnniation to   Landlord. Other than the foregoing rental abatement, and limited right of termination, Uandlord   shall have no monetary liability (such as for lost profits, business losses or other similar damages)   to Tenant as a result of any interruption in services under this Lease.   9. COSTS OF ELECTRICITY AND EXPENSE INCREASES.   9.1 Defined, For each calendar year or portion thereof during the Term, Tenant shall pay   as additional rent to Landlord (i) the cost paid by Landlord to the applicable utility company for all   electrical service furnished to the Premises and to HVAC units serving the Premises (to thr extent   such electrical charges are not billed directly to Tenant by, and paid directly by Tenant to, the   applicable utility provider) (herein referred to as "Costs of Electricity") and (ii) Tenant's Share of   an amount (hereinafter referred to as "Expense Increases") equal to the difference betweeJ:   I   18    





 







(A) Operating Costs (defined in Section 9.5, below) for such calendar1ear; and   (B) Operating Costs for the Operating Costs Base Year (defined in Section 9.2,   below).   9.2 Base Year. For all purposes hereof, the "Operating Costs Base Year" shall be   Calendar Year 2003.   9.3 Estimated Payments. Tenant shall make monthly installment payments on an   estimated basis toward (i) Costs of Electricity, and (ii) Tenant's Share of Expense IncreasfS, in an   amount equal to one-twelfth (1112) of Landlord's estimate of Costs of Electricity and one-twelfth   (1112) of Landlord's estimate of the Tenant's Share of Expense Increases for the theri-current   calendar year. Tenant's obligation to make monthly installment payments toward Costs of   Electricity shall commence on first (1st) day of the first (1st) month of the Term, and Tenant's   obligation to make monthly installment payments toward Tenant's Share of Expense lncreakes shall   not commence until the first (1st) day of calendar year 2004. The foregoing estimate(s) ishall be   based on Landlord's reasonable estimate of Costs of Electricity and Expense Increases for suchIcalendar year (which shall not exceed 105% of the prior year's Costs of Electricity and Expense   Increases in the absence of evidence that a larger estimate is warranted). Landlord shall ehdeavor   to communicate such estimate to Tenant on or before the date Landlord provides Tenant fvith the   Expense Statement referenced in Section 9.4, below, provided that until Landlord provides such   estimate to Tenant, Tenant's estimated payments will be based upon the prior year's estimate. Ifat   any time or times during such calendar year, it appears to Landlord that Costs of Electricity or   Tenant's Share of Expense Increases for such calendar year will vary from Landlord's estimate by   more than five percent (5%) on an annualized basis, Landlord may, by written notice tolTenant,   revise its estimate for such calendar year and Tenant's estimated payments hereunder for sU9hcalen-   dar year shall thereupon be based on such revised estimate. The foregoing notwithstanding, to the   extent determined on the basis of submetering or measuring devices, Costs of Electricity ishall be   paid by Tenant within thirty (30) days after Landlord's written invoice therefor, and shall be based   upon Tenant's actual consumption at the actual cost charged for such electrical service by me utility   provider.   9.4 Annual Reconciliation. Approximately one hundred twenty (120) days afte~the end   of each calendar year after the Operating Costs Base Year, Landlord shall provide to Tenant a   statement (the "Expense Statement") setting forth Costs of Electricity and Operating Costs Irorsuch   calendar year and Tenant's Share of Expense Increases for such year, calculated in accordance with   Section 9.1, above. Within thirty (30) days after the delivery of such Expense Statemend Tenant   . . Ishall pay to Landlord any deficiency between (a) the sum of (i) the amount shown as Costs of   Electricity for such calendar year and (ii) the amount shown as Tenant's Share of Expense acreases   for such calendar year, and (b) any payments made by Tenant theret? in accordance with se+on 9.3,   above. If the payments made by Tenant pursuant to Section 9.3 exceed the amount sho\\f in the   Expense Statement as Costs of Electricity and as Tenant's Share of Expense Increases for such   calendar year, the excess amount shall be applied against the next payment(s) of Base Rent or   19    





 







additional rent corning due hereunder, unless the Lease shall have expired, in which event Ilandlord   shall refund such excess at the time of its delivery of the Expense Statement.   9.5 Operating Costs. The term "Operating Costs" shall mean any and all expenses   actually paid or incurred by Landlord in connection with the operation, management, ma0tenance   and repair of the Building and the Land, and all easements, rights and appurtenances thereto, butIshall be subject to the limitations hereinafter set forth, and shall exclude certain expenses identified   in Section 9.6, below. Operating Costs shall include:   (a) the cost of any personal property used in conjunction with the performance of   Landlord's obligations with regard to the operation, management, maintenance and repair of the   Building and the Land, and all easements, rights and appurtenances thereto;   (b) subject to the limits on certain capital expenditures set forth in Section 915(1) and9.6(a)(1), below, and any other limits on amounts that may included within Operating Costs pursuant   to Section 9.6(c), above, the cost to repair and maintain the Building, Land, Building Systems,   Structural Elements, Common Areas and Premises;   (c) all expenses paid or incurred by Landlord and surcharges imposed against the   Building for water, gas, sewer, oil, and other utility services, except that, with respect to electricity,   only the electrical service provided in respect of the elevators, the exterior areas and other Common   Areas of the Building shall be included in Operating Costs (subject also to Section 9.6(b),lbelow),   and all electrical service to portions of the Building leased to tenants shall constitute "Costs of   Electricity" ;   (d) subject to the limits on certain capital expenditures set forth in Section 9J5(1) and   9.6(a)(1), below, any other costs and expenses incurred in connection with the provisiob of the   utilities and services set forth in Section 8, above, including without limitation the maintenance,   repair and replacement ofthe Building Systems furnishing such utilities and/or services; I   (e) the cost of Building supplies and materials (including personal proPertJil used inthe repair and maintenance of the Building and Common Areas);   . (f) the cost of cleaning and janitorial services in or about the Premises, the Building   (including without limitation common areas) and the Land; I   (g) the cost of window glass replacement, repair and cleaning;   (h) the cost of repair and maintenance ofthe grounds, including costs oflandscaping,   gardening and planting, including service or management contracts with independent contractors,   and including security and energy management services and costs; I   20    





 







(i) subject to the limits on certain capital expenditures set forth in Section 9.5(1) and   Section 9.6(a)( 1),below, costs to achieve day-to-day compliance with any governmentallafs, rules,   orders or regulations in the operation of the Building and the provision of services hereunder (the   cost of day-to-day compliance being understood to mean ordinary Operating Costs indurred in   performing operational functions which are required in order to comply with applicable legal   requirements, such as repairing non-functioning life safety equipment like smoke detectors or fire   extinguishers, meeting trash recycling obligations, etc., and shall exclude the cost of any alterations,   additions, improvements or renovations except as, and solely to the extent permitted unden   r   l Section   9.5(1), below);   G) utility taxes;   I(k) the amount of compensation (including employment taxes, fringe benefits,   salaries, wages, medical, surgical, and general welfare benefits such as health, accident abd group   life insurance, pension payments, payroll taxes, and worker's compensation insurance) pakd for all   persons who perform duties in connection with the operation, management, maintenance ahd repair   of the Building, including building engineers, custodial staff and similar operating pers01imel,and   including the property manager, but excluding any executives or other employees ofLandlbrd or its   property management firm who are above the level of property manager, and excluding ant portion   of such compensation which is not reasonably allocable to services performed for the Bi"ling;   (1) any capital expenditures incurred (i) with the intent of bringing about a rFduction   in Costs of Electricity or Operating Costs, or increasing the efficiency of any Building Systems, or   (ii) to comply with any governmental law, order, regulation or other legal requirement enadted after. . Ithe date of this Lease,provided that any such capital expenditures will be amortized over the useful   life of the item in question in equal installments of principal arid interest calculated at ap annual   interest rate of ten percent (10%) per annum, and, in such case, the sum of all principal and interest   payments payable during the calendar year in question under such amortization shall be m!cludable   in Operating Costs in each such calendar year thereafter elapsing during the recovery period   (provided that (A) no recovery shall be permitted with respect to any period falling outsitle of the   initial Term or, if applicable, any renewal Term of this Lease, and (B) any amount r~maining   unrecovered by virtue of limiting the recovery of such capital expenditure in anyone (1) Jlear shall   carry forward to subsequent calendar years);   (m) cost of premiums for casualty, liability, elevator, workman's compensation, boiler   and machinery, sprinkler leakage, rent loss, use and occupancy and other insurance; I   (n) license, permit and inspection fees;   (0) property management fees at rates consistent with rates charged for coiparable   office projects in the Cranberry Township submarket, which are leased on a full servic6, net-of-   electric basis; I   21    





 







(P) [Intentionally Deleted]   (q) personal property taxes which may be assessed against personal prope~ which'   is used in the management, operation, andlor maintenance of the Building, and located in the   Building (or allocated between the Building and any other building or property with respect to which   such personal property is used on an equitable basis);   (r) the cost of operating any fitness facility, conference facility, transportation service,   concierge service, or other similar amenity furnished generally to tenants of the Building;   (s) the cost of trash removal, including all costs incurred in connection with waste   product recycling pursuant to Section 5.5 (except to the extent any such costs are ChargedldirectlY   to the tenants);   (t) any local and state governmental or quasi-governmental surcharges a I special   charges assessed in connection with the operation and maintenance of the Building;   (u) the cost of uniforms and dry cleaning for on-site Building personnel;   (v) the cost of snow and ice removal or prevention;   (w) the cost of telephone, telegraph, postage, stationery supplies and other materials   and expenses required for the routine operation of the Building;   (x) to the extent Tenant exercises its self-help rights pursuant to Section 34.~ of this   Lease, any amount reimbursed by Landlord to Tenant, or offset by Tenant, pursuant to Section 34.4   or 34.5 shall be included in Operating Costs for the year in which such item was performed by   Tenant, but solely to the extent the item for which Tenant is seeking reimbursement from rtandlord   (or as to which Tenant has exercised such right of offset) would otherwise have been included in   Operating Costs had such item been performed by Landlord and paid for by Landlord; ana   (y) any other expense or charge whether or not hereinbefore described +Ch, in   accordance with generally accepted accounting and management practices, would be considered a   reasonable and necessary expense of maintaining, managing, operating or repairing the Building   ~~~ I   9.6 Exclusions.   (a) Notwithstanding the foregoing, Operating Costs shall not include Jy of the   following: (1) capital expenditures or costs of any capital improvements, except those fucluded   within Operating Costs to the extent provided under item 9.S (1), above; (2) costs of an~ special   services rendered to individual tenants (includingTenant), for which a special, separate charge shall   be made; (3) painting, redecorating or other similar work which Landlord performs for specific   22    





 







tenants, the expenses of which are paid by such tenants or, if paid by Landlord, do not arise out of   necessary repairs recoverable under Section 9.5; (4) Real Estate Taxes (as defined in Sedtion 10);   (5) depreciation or amortization of costs required to be capitalized in accordance with ~enerallY   accepted accounting practices (except as set forth in Section 9.5(1), above); (6) ground rent, if   Landlord's interest in the Land is derived solely from a ground lease; (7) interest and am9rtization   of funds borrowed by Landlord (except as specifically provided above); (8) leasing commissions,   and advertising, legal, space planning and construction expenses, incurred in procuring, negotiating   and enforcing leases with, and installing leasehold improvements for, tenants or prospective tenants   of the Building; (9) salaries, wages, or other compensation paid to officers or executives of Landlord   (or Landlord's property management firm) in their capacities as officers and executives; 1(0) any   other expenses for which Landlord actually receives direct reimbursement from insurance,   condemnation awards, other tenants or any other source, excluding general payments of~xpense   Increases pursuant to this Section 9 by Tenant and other tenants of the Building; (11) anyjcosts of   renovating or otherwise improving space for tenants or other occupants of the Building; (12) any   costs in connection with an expansion of the Rentable Area of the Building; (13) any costs in   connection with the repair, replacement or correction of any construction work performe by or on   behalf of Landlord in connection with the initial construction of the Building or the Premises by   reason of defective or incorrect design or construction to the extent not permitted to be inJluded in   Operating Costs pursuant to Article 7 of this Lease; (14) any cost of reconstruction or other work   occasioned by fire, windstorm, or by any casualty insured, or required to be insured~ against   hereunder, or by the exercise of the right of eminent domain, except to the extent of any so-called   "deductible" amount under policies of insurance (which deductible amount shall not exceed   $10,000.00); (15) any cost of services or utilities that are provided by Landlord to tenants, ~orwhich   tenants are required to make separate payment to Landlord; (16) any expenses in connection with   services or other benefits of a type which are not provided to Tenant, but which are prdvided to   another tenant or occupant; (17) any costs incurred due to violation by Landlord of the terms and   conditions of any lease; (18) any charges under any maintenance or management contract Jade with   an affiliate of Landlord or to any person or party otherwise directly or indirectly related to ~andlord,   but only to the extent that the amount of such payment would exceed competitive costs+ same   item if furnished or provided by an unrelated person or party; (19) any amortization pr rental   payments on any ground or underlying leases; (20) any of Landlord's general overhead not directly   connected with the management/operation of the Building; (21) any compensation paid to etbployees   or other persons in connection with commercial concessions operated by Landlord; (22) dnYitems   or services for which Tenant or any tenant specifically reimburses Landlord or pays third!persons;   (23) any costs, fines or penalties incurred due to any violation by Landlord of any governmental rule   or authority; (24) any increases in premium for any insurance maintained by Landlord resultmg from   the extra-hazardous activities of Landlord or tenants other than Tenant; (25) any lcosts of   maintenance, repairs or replacements required because of the negligent or willful act or omission of   Landlord, its officers, directors, servants, agents, employees or contractors ("L~ndlordls   Negligence"); and (26) any capital expenditures incurred to comply with any governmental law,   order, regulation or other legal requirement enacted prior to the date of this Lease.   23    





 







(b) Notwithstanding any provision of Section 9.5 or Section 9.6 to the contrary,   (i) Operating Costs for the Operating Costs Base Year shall be deemed to exclude thJ cost to   Landlord of supplying heating andlor air-conditioning (as the case may be) to the Premisds during   Normal Business Hours, and (ii) Operating Costs for each Calendar Year after the Operating Costs   Base Year shall be deemed to include the cost to Landlord of supplying heating anWor air-   conditioning (as the case may be) to Tenant during Normal Business Hours. In additio~, for all   periods prior to and including the Operating Costs Base Year itself, Tenant agrees to rdimburse   Landlord within thirty (30) days after written demand (which shall be made no more often Jan once   monthly) for Landlord's cost of supplying heating and/or air-conditioning (as the case mdYbe) to   the Premises during Normal Business Hours, as contemplated under Section 8.4 of this LeJse. The   intent of this provision is that Tenant be financially responsible for the direct cost of sJpplying   heating and/or air-conditioning (as the case may be) to the Premises during Normal Businesk Hours.   However, in no event shall Landlord be entitled to charge Tenant more than once for th6 cost of   supplying heating and/or air-conditioning (as the case may be) to the Premises during !Normal   Business Hours under the various provisions governing the Tenant's obligations to pay suchlcharges   under this Lease.   (c) The term "Controllable Operating Costs" shall mean all Operating Costs   which are susceptible to negotiation or otherwise directly controllable by Landlord, such asjanitorial   service contracts, landscaping service contracts, employee salaries, and other similar expenses as to   which Landlord can pre-negotiate the total cost, the total cost per unit or the total cost per hJur, etc.;   but shall exclude utility expenses, insurance premiums, real estate taxes, costs of snow reiI moval,   costs of trash removal (but only as to the number or quantity associated with trash pickups and not   as to the unit cost for trash removal by weight or per trash pickup), and costs of repairs and   maintenance (other than those repairs which are made pursuant to service contracts, such as HVAC   service contracts, elevator service contracts and the like). Notwithstanding Section 9.1 and 9.S to   the contrary, the aggregate increase in Controllable Operating Costs charged to Tenant in any year   shall not exceed four percent (4%) of the previous year's aggregate Controllable Operating Costs;   and the calculation of Tenant's Share of Expense Increases shall be adjusted to give effeh to the   foregoing annual cap on Controllable Operating Costs.   9.7 Further Adjustments. In the event Landlord shall furnish any utility or service which   is included in the definition of Operating Costs to less than one hundred percent (I00o/cl of the   rentable area of the Building because (i) the average occupancy level of the Building for the   Operating Costs Base Year and/or any subsequent calendar year was not one hundred percent   (100%), (ii) any such utility or service is not required by or provided to one or more ofth tenants   or occupants of the Building, and such tenant(s) is(are) not required to contribute its(their)   proportionate share thereof, or (iii) any tenant or occupant is itself obtaining or providing ainy such   utility or services directly, then the Operating Costs for such year (including the Operatidg Costs   Base Year) shall be adjusted to include all additional costs, expenses and disbursements that   Landlord reasonably determines would have been incurred had the Building been one hundred   percent (100%) occupied during the year in question and such utilities and services provided to all   tenants. In addition, Operating Costs shall be equitably grossed up to reflect the effect 01repairs   24    





 







made in the Operating Coss Base Year under warranties on materials or equipment. Thl intent of   this Section 9.7 is to ensure that the reimbursement of all Operating Costs is fair and!equitably   allocated among the tenants receiving such utilities and services, and shall only apply to the Building   at times when the Premises constitutes less than the entire tenantable space in the Buildfug. In the   calculation of Operating Costs hereunder, no expense shall be charged more than once. I   9.8 Allocation of Multi-Building Operating Costs. Tenant acknowledges that the   Building is now operated as a part of a multi-building project currently under common mariagement.   If and to the extent the Building continues to be part of (and to be operated as part ori a multi-   building project, and services or items which are within the definition of Operating Costs are   provided to multiple buildings in such project on a shared basis in order to achieveeconornies of   scale or to improve operational efficiency, Landlord shall have the right to allocate to thelBuilding   for the Operating Costs Base Year and each calendar year or portion thereof during the Term an   equitable portion of the Operating Costs arising out of such services or items, that is, the portion of   the total cost of such services or items which corresponds to the Building's equitable shate thereof   (but not to exceed the amount that would be paid were Landlord to contract directly for the brovision   of such services to the Building on a non-shared basis.   10. INCREASES IN REAL ESTATE TAXES   10.1 Defined. Commencing with the second Lease Year, for each calendar year or portion   thereof during the Term, Tenant shall pay as additional rent to Landlord, without diminution, set-off   or deduction, except as expressly provided in this Lease, Tenant's Share of an amount (hereinafter   referred to as "Tax Increases") equal to the difference between: I   (A) Real Estate Taxes (defined in Section 10.5, below) payable with respect to   such calendar year; and .   (B) Real Estate Taxes payable with respect to the Real Estate Tax Blse Year   (defined in Section 10.2, below).   10.2 Base Year. For all purposes hereof, the "Real Estate Tax Base Year" shall be   calendar year 2003, provided that if the Building has not been fully assessed as of the end o~calendar   year 2003, the Property Tax Base Year shall be the first tax year in which the Building is fully   assessed. I   10.3 Estimated Payments. Tenant shall make monthly installment payments toward   Tenant's Share of Tax Increases on an estimated basis, based on Landlord's reasonable es~mate of   Tax Increases for such calendar year. Tenant shall pay Landlord commencing on the first day of theIfirst month of the second Lease Year, and on the first day of each month thereafter during the Term,   one-twelfth (1112) of Landlord's estimate of Tenant's Share of Tax Increases for the then-current   calendar year. If at any time or times during such calendar year, it appears to Landlord that ~enant's   Share of Tax Increases for such calendar year will vary from Landlord's estimate by more than five   25    





 







percent (5%) on an annualized basis, or if any additional taxes or assessments are imposed during   the course of such calendar year after the original estimate was established, Landlord may, bt written   notice to Tenant, revise its estimate for such calendar year and Tenant's estimated payments   hereunder for such calendar year shall, commencing thirty (30) days thereafter, be basedlon such   revised estimate.   10.4 Annual Reconciliation. Within one hundred twenty (120) days after the end of each   calendar year, Landlord shall provide to Tenant a statement (the "Tax Statement") setting forth the   total Real Estate Taxes for such calendar year and Tenant's Share of Tax Increases for the ap~licable   year. Within thirty (30) days after the delivery of such Tax Statement, Tenant shall pay to Ilandlord   any deficiency between the amount shown as Tenant's Share of Tax Increases for such cale~daryear   and the estimated payments made by Tenant toward such amount in accordance with Sectipn 10.3,   above. In the case of excess estimated payments, the excess shall be applied against estimated   payments of Real Estate Taxes for the subsequent calendar year, unless the Lease shall hav9 expired   and Tenant has surrendered possession of the Premises in accordance with this Lease, in which event   Landlord shall refund such excess, without interest, with the delivery of the Tax Statemerlt.   10.5 Real Estate Taxes. For purposes of this Lease, "Real Estate Taxes" shall mean all   taxes and assessments, general or special, ordinary or extraordinary, foreseen or unforeseen,   assessed, levied or imposed upon the Land andlor the Building, or assessed, levied or impO+d upon   the fixtures, machinery, equipment or systems in, upon or used in connection with the operation of   the Land andlor the Project under the current or any future taxation or assessment s~ tern or   modification of, supplement to, or substitute for such system. Real Estate Taxes (a) shall include   all reasonable expenses (including, but not limited to, attorneys' fees, disbursements antiI actual   costs) incurred by Landlord in obtaining or attempting to obtain a reduction of such taxes, rates or   assessments, including any legal fees and costs incurred in connection with contesting or appealing   the amounts or the imposition of any Real Estate Taxes, (b) shall include any levy ~ade in   substitution for ad valorem real estate taxes (but specifically excluding any income or franchise tax,   net profits tax, estate tax, inheritance tax or payroll tax) and (c) shall exclude any income, frFchise,   capital stock, inheritance, or similar tax or charge on Landlord's net income from the project. Land-   lord shall pay any special assessment by installments to the extent it has the right to do s6, and in   such event, Real Estate Taxes shall include such installments and interest paid on the unpaidbalance   of the assessment. In the event Landlord succeeds in obtaining a reduction of such taxes'l~ates or   assessments, then, after reimbursement to Landlord of all expenses (including, but not limited to,   attorneys' fees, disbursements and actual costs) incurred by Landlord in obtaining such reduction,   Tenant shall be entitled to receive its proportionate share of the net amount of any refundr   or reduction obtained by Landlord to the extent allocable to the Term of this Lease.   11. ADDITIONAL PROVISIONS; OPERATING COSTS AND REAL ESTATE TAXES.   I11.1 Partial Year; End of Term. To the extent Real Estate Taxes, andlor any v= of   Operating Costs, cannot more accurately be determined for any partial calendar year of the Term by   a method other than proration, the parties agree that such determination shall be made by mUI~iPlYing   26    





 







the amount thereof for the full calendar year by a fraction, the numerator of which is the number of   days during such partial calendar year falling within the Term and the denominator ofwhlch is 365.   If this Lease terminates on a day other than the last day of a calendar year, the amount of any   adjustment to Tenant's Share of Expense Increases and Tax Increases with respect to th~ calendar   year in which such termination occurs shall be prorated on the basis which the number of'days from   the commencement of such calendar year to and including such termination date bears to 365; and   any amount payable by Landlord to Tenant or Tenant to Landlord with respect to such atljustment   shall be payable within thirty (30) days after delivery by Landlord to Tenant of thci Expense   Statement or Tax Statement, as the case may be, with respect to such calendar year.   11.2 Other Taxes. In addition to Tenant's Share of Expense Increases and Tax Increases:   (a) Tenant shall pay to Landlord (in accordance with Section 1.5, above) Tenant's Share ofiany taxes   imposed upon the Premises, the Building, the Land or the rents payable hereunder in th nature of   a sales or use tax, but only if the statute enacting such tax contemplates that the tax will be paid by   tenants of commercial leases, or as an excise tax; and (b) Tenant shall pay, prior to delinqhency, allIpersonal property taxes payable with respect to all property of Tenant located in the Premises or the   Project and shall provide promptly, upon request of Landlord, written proof of such payment.   11.3 Timing of Estimates. If Landlord does not determine its estimate for the then current   calendar year of Tenant's Share of Expense Increases and/or Tax Increases until February 11 or later,   Tenant shall continue to make such payments at the prior calendar year's rate, and in such event,   Tenant's first such estimated payment installment after such estimate is first made or updated shall   include, retroactively, any increases in the monthly estimated payments applicable since January 1   of the same calendar year.   11.4 Tenant's Right of Review.   11.4.l Each Expense Statement and Tax Statement which Landlord prbvides to   Tenant pursuant to Sections 9 and 10, above, shall be conclusive and binding upon Tenaht unless,   within six (6) months after Tenant's receipt of such Expense Statement or Tax Statement (al~the case   may be) for a particular calendar year, Tenant provides Landlord with written notice (the "Review   Notice") stating that Tenant is exercising its right to have a Qualified Person (defined below)   undertake a more extensive review of the Operating Costs or Real Estate Taxes (hereinafter "Total   Expenses") for the Project for such calendar year (provided that Tenant may submit a Revi9w Notice   only if Tenant is not then in default of any of its obligations under this Lease). Such reviewI shall be   conducted at Tenant's sole expense, and shall commence within thirty (30) days after Tenant's   Review Notice on a mutually agreeable time and date, during Landlord's normal business nours and   at the offices of Landlord (or such other location as is reasonably designated by Landlord),iand shall   in all events be completed within one (1) year after the date the applicable Expense Statement or Tax   Statement was first delivered to Tenant. Such review shall be limited to those booYs and/or   documentation which contain the data for and the method used by Landlord in calculating ~e Total   Expenses for the Project for the applicable year (and, for informational purposes onl1,for theprevious year, provided this additional disclosure shall not be construed to allow Tenant to re-open   I   27    





 







its review of, or require any adjustment to, any prior year's Total Expenses). Tenant's right to   review Total Expenses for the Project for a particular calendar year shall be a one-time right for each   calendar year. The term "Qualified Person" means an accountant or other person experienced in   accounting for income and expenses of office projects, who is engaged solely by Tenant In termsIwhich do not entail any compensation based or measured in any way upon any savings in Additional   Rent or reduction in Tenant's Share of Expense Increases or Tax Increases achieved thrJugh the   review process described in this subparagraph, provided that, the foregoing notwithstanding, Tenant   shall not be restricted from utilizing, for purposes of conducting any such review, personnel who   regularly perform such services for a company which has contracted to provide such serices to   Tenant and Guarantor (defined in Section 53, below) under a national service contract involving   substantially all properties leased by Tenant and Guarantor (and their affiliates) nationallY~even if   such service contract includes compensation or fees payable, inter alia, on the basis of savings to   Tenant achieved through the review process described in this subparagraph.   11.4.2 Tenant shall notify Landlord in writing of the results of Tenant's review   within ten (10) business days after such review is completed. If Tenant's review demonstrktes that   Landlord has overstated Total Expenses, but by less than five percent (5%), then Landlord shall   credit the amount of such overstatement against Tenant's next due payment of Base Rlent and   additional rent, and Tenant shall bear the full cost of Tenant's review. If Tenant'si review   demonstrates that Landlord has overstated Total Expenses by five percent (5%) or more, then   Landlord shall credit such amount against Tenant's next due payment of Base Rent and additional   rent (Plus interest at the Prime Rate from the date any such payment was made by Tenant tolthe date   refunded or applied by Landlord), and Landlord shall reimburse Tenant the reasonable and actual   costs of Tenant's review, not to exceed Three Thousand Dollars ($3,000.00). IfTenant'~ review   .demonstrates that Landlord has not overstated Total Expenses, then (i) Landlord shall have the right   to invoice Tenant for the amount by which Tenant's Share of Total Expenses was understated, if any,   which invoice shall be payable by Tenant within thirty (30) days after receipt thereof, and (ii] Tenant   shall bear the full cost of Tenant's review, and (iii) Tenant shall reimburse Landlor~ for the   reasonable and actual third party costs incurred by Landlord in connection with Tenant's re'iew, not   to exceed Three Thousand Dollars ($3,000.00). I   11.4.3 If Landlord disputes the results of Tenant's review, and the parties are unable   to rea?h agreeme~t ~ith regard theret? despi~e ~ood f~th ~ffo~ to do so, the~ either paftY'm~y   SUbIDltall matters ill dispute for resolution by binding arbitration, ill accordance with the commercial   arbitration rules of the American Arbitration Association. In no event will Tenant withhold Jny Rent   or additional rent otherwise due under this Lease during the pendency of any dispute with rei'gard to   the results of Tenant's review.   12. TENANT'S INSURANCE.   12.1 Coverage Reguirements. Tenant shall during the Term of this Lease, procure at its   expense and keep in force the following insurance: I   28    





 







(i) Commercial general liability insurance naming the Landlord and Landlord's   managing agent as additional insureds against any and all claims for bodily iJjury and   property damage occurring in or about the Premises. Such insurance shall have a iombined   single limit of not less than Three Million Dollars ($3,000,000) per occurrence with a Three   Million Dollar ($3,000,000) aggregate limit and excess umbrella liability insuranbe which,   when combined with the previously described base coverage, provides total coverage of not   less than Five Million Dollars ($5,000,000) in the aggregate. Such liability insurance shall   be primary and not contributing to any insurance available to Landlord and L~ndlord's   insurance shall be in excess thereto. In no event shall the limits of such insJrance be   considered as limiting the liability of Tenant under this Lease;   (ii) personal property insurance insuring all equipment, trade fixtures, inventory, fix-   tures and personal property located within the Premises for perils covered by the buses of   loss -- special form (all risk) and in addition, coverage for boiler and machinery (if   applicable), which insurance shall be written on a replacement cost basis in an amount equal   to one hundred percent (100%) of the full replacement value of the aggregate of the   foregoing;   (iii) workers' compensation insurance in accordance with statutory laws and   employers' liability insurance with a limit of not less than One Hundred Thousand Dollars   ($100,000) per employee and Five Hundred Thousand Dollars ($500,000) per oceurrence;   and   (iv) such other insurance as may reasonably be required by Landlord's beneficiaries   or mortgagees of any deed of trust or mortgage encumbering the Premises,! or as is   reasonable and customary for Class A office buildings in the area in which the Building is   located.   12.2 Rating; Certificates; Cancellation. Except as hereafter provided, the policies of third   party insurance required to be maintained by Tenant shall be with companies rated A:X 0 better in   the most current issue of Best's Guide, or the financial equivalent thereof, and the insurance carriers   shall be licensed to do business in the State of Pennsylvania. The foregoing notwithstandJg, ifand   for so long as Tenant and/or Guarantor (as applicable) maintains a Tangible Net Worth!Cdefined   below) in excess of Two Hundred Million Dollars ($200,000,000.00), Tenant may provide for any   insurance required to be obtained by Tenant hereunder through a captive insurance group pperated   and backed by Guarantor of which Tenant is a participant, or through other self-insurance which   Tenant, through Guarantor, may provide, which conforms to the practice of large co~orations   maintaining systems of self-insurance including satisfaction of certain specific requirements more   fully described below, provided (i) any and all such captive insurance and/or self-insurancJshall beIestablished in compliance with all applicable Governmental Requirements, and (ii) any and all such   captive insurance and/or self-insurance shall be deemed to be the functional equivalent of tHirdparty   insurance for all purposes of this Lease, including the waivers set forth in Section 19.1, b1l0W. As   a condition precedent to establishing a self-insurance plan in lieu of the insurance reqled to be   29    





 







obtained by Tenant under this Lease, Tenant shall make available to Landlord a balance sheet as of   the end of the most recent quarter of the then-current fiscal year of Guarantor (or, if the firsf quarter   in such fiscal year has not expired, the last quarter of the previous fiscal year), prepared by arational   firm of certified public accountants in accordance with generally accepted accounting principles   consistently applied ("GAAP"), which evidences that Guarantor meets the aforementioned nLmmum   Tangible Net Worth requirement. Thereafter, Tenant shall make available to Landlord as)soon as   available after the end of each fiscal year, Guarantor's balance sheet for such fiscal year, prepared   by a national firm of certified public accountants in accordance with GAAP. If at alny time   Guarantor's Tangible Net Worth is less than $200,000,000.00, Tenant shall be reqhired to   immediately obtain and maintain the third party insurance required under Section 12.1l above.   "Tangible Net Worth" shall mean the excess of total assets over total liabilities (in eath case,   determined in accordance with GAAP and excluding from the determination of total assets Au assets   which would be classified as intangible assets under GAAP, including, without limitation, gbodwill,   licenses, trademarks, trade names, copyrights and franchises.) Certificates of insurance evfdencing   that Tenant has all of the coverages required herein shall be delivered to Landlord prom~tlY after   request for same, and in all events prior to the Commencement Date (including by anYIcaptive   insurance group providing such insurance). Each policy of insurance shall require the insurer to   provide notification to Landlord at least thirty (30) days prior to any cancellation or non-fenewal.   Tenant shall have the right to provide insurance coverage which it is obligated to carry pursuant to   the terms hereof in a blanket policy, provided such blanket policy expressly affords coverage to the   Premises and to Landlord as required by this Lease. I   13. LANDLORD'S lNSURANCE.   At all times during the Lease Term, Landlord will maintain (a) all-risk fire and extended   coverage casualty insurance covering damage to the Building and to Landlord's Work (e,tcluding   earthquake and flood insurance unless available at commercially feasible rates) in an amount equal   to 100% of the replacement cost thereof, together with a demolition endorsement and an increased   cost of construction endorsement, (b) commercial general public liability and property ldamage   insurance covering any occurrence on or about the common areas, exterior areas and other public   areas of the Building and Land from every source (including broad form contractual ~iability   endorsement insuring all of Landlord's insurable indemnification obligations under this Lease) in   an amount not less than One Million Dollars ($1,000,000) per occurrence with a Two Millioh Dollar   ($2,000,000) aggregate limit and excess umbrella liability insurance in the amount of'Seven'lvlillion   Dollars ($7,000,000), (c) loss of"rental value" insurance in an amount equal to not less than the Rent   (Base Rent plus additional rent) payable under this Lease for not less than a one (I) year period, and   (d) workers compensation and employer's liability insurance to the extent required by s+te law.   Landlord shall also have the right to obtain such other types and amounts of insurance coverage on   the Building and Landlord's liability in connection with the Building as Landlord determines is   customary or advisable for a Class A office building in the Cranberry Township submarket.! Tenant   acknowledges and agrees that all premiums for insurance obtained by Landlord pursuant to this   Section 13 shall be included within "Operating Costs," as such term is defined in Section 9 above.   Certificates of insurance evidencing that Landlord has all of the coverages required herein shall be   30    





 







delivered to Tenant within a reasonable time period after the execution of this Lease, and in all   events prior to the Commencement Date. Each such policy of insurance shall provide ndtification   to Tenant at least thirty (30) days prior to any cancellation or non-renewal. Landlord shaNhave the   right to provide insurance coverage which it is obligated to carry pursuant to the terms hbreof in a   blanket policy, provided such blanket policy expressly affords coverage to the Premises,! Building   and Land as required by this Lease.   14. DAMAGE OR DESTRUCTION.   14.1 Damage Repair.   14.1.1 If the Premises shall be destroyed or rendered untenantable, either wholly or   in part, by fire or other casualty, then, unless this Lease is terminated for reasons permitte1 pursuant   to Sections 14.2 and/or 14.5, below, Landlord shall, within thirty (30) days after the da~ of such   casualty (sixty (60) days if the casualty involves more than 25% of the square footage or more than   I25% of the replacement cost of the Premises), provide Tenant with Landlord's good faith written   estimate (the "Estimate") of how long it will take to repair or restore the Premises.   14.1.2 lfthe Estimate indicates that Landlord will require less than two h~dred ten   (210) days from the date of the occurrence of such fire or other casualty to achieve Substantial   Completion (as defined herein) of such repairs or restoration, then this Lease shall connnoe in full   force and effect, and Landlord shall, promptly after adjusting the insurance claim and obtaining   governmental approvals for reconstruction, commence and diligently prosecute to completion the   restoration of the Premises to their condition immediately prior to such casualty, subject to Section   14.4 below and subject to Force Majeure (as defined in Section 47.8, below), not to exceed one   hundred twenty (120) days in the aggregate, and subject further to delay caused by Tenant.1Pending   Substantial Completion (as defined herein) of such restoration, the Rent shall be abated from the date   of the fire or other casualty in the same proportion as the untenantable portion of the Pre~ses bears   to the whole thereof In addition, if the casualty renders the Premises as a whole unusable (as   determined by Tenant in its reasonable judgment), and Tenant in fact ceases use of the Premises   (other than in a de minimis fashion) as a result of the extent of such casualty, then the Rlent shall   abate in its entirety from the date of the fire or other casualty until the date of Substantial Completion   of such restoration.   14.1.3 lfLandlord indicates within the Estimate that it will require in excess of two   hundred ten (210) days to fully repair or restore the Premises in accordance herewith, thJn within   thirty (30) days after Landlord delivers Tenant the Estimate, then Tenant shall have th1 right to   terminate this Lease by written notice to Landlord, which termination shall be effective as of the   date specified in such notice oftermination, which shall not be more than ninety (90) days ttlereafter,   and all liabilities and obligations of Landlord and Tenant thereafter accruing shall terminate and be   of no legal force and effect. Pending Substantial Completion (as defined herein) of such restoration   or such termination, whichever first occurs, the Rent shall be abated from the date of the fir6 or other   casualty in the same proportion as the untenantable portion of the Premises bears to tie whole   I31    





 







thereof. In addition, if the casualty renders the Premises as a whole unusable (as determined by   Tenant in its reasonable judgment), and Tenant in fact ceases use ofthe Premises (other thJn in a de   minimis fashion) as a result of the extent of such casualty, then the Rent shall abate in itJ entirety   from the date of the fire or other casualty until the date of Substantial Completion of such   restoration.   14.1.4 If neither party elects to terminate the Lease as provided in this Section 14,   Landlord shall, promptly after adjusting the insurance claim and obtaining governmental approvals   for reconstruction, commence and diligently prosecute to completion the restoration of the :Premises   to their condition immediately prior to such casualty, subject to Section 14.4 below and shbject to   Force Majeure (not to exceed 120 days in the aggregate) or delay caused by Tenant.J If such   restoration is not substantially completed within two hundred ten (210) days (or such longer period   as was referenced in the Estimate, if applicable), then for a period of up to thirty (30) dayslafter the   expiration of such period plus any period of Force Majeure (not to exceed 120 days in the aggregate)   and delay caused by Tenant which is added on to such time limit (but in all events no laterlthan the   date Landlord substantially completes its restoration of the Premises), Tenant shall have ~e right   to terminate this Lease upon thirty (30) days prior written notice to Landlord; provided, ~owever,   that if Landlord completes such restoration prior to the end of the thirty (30) day notice period,   Tenant's notice of termination shall be deemed rescinded and ineffective for all purposes, and this   Lease shall continue in full force and effect. The provisions of this Section are in lie of any   statutory termination provisions allowable in the event of casualty damage.   14.2 Termination for Material Damages. If the Building shall be materially destroyed or   damaged to the extent that the restoration of suph, in Landlord's reasonable judgment, iSlot eco-   nomical or feasible, then in any such event, Landlord may, at its election, terminate this Iease by   notice in writing to Tenant within thirty (30) days after such destruction or damage. Suce notice   shall be effective thirty (30) days after receipt thereofby Tenant. In no event will Landlord Exercise   its termination rights under this Section 14.2 unless, concurrently with doing so, Landlo   l   rd also   terminates the leases of all other tenants of the Building as to which Landlord has a right of   termination by virtue of such casualty.   14.3 Business Interruption. Other than rental abatement as and to the extent prorided in   Section 14.1, no damages, compensation or claim shall be payable by Landlord for incon1enience   or loss of business arising from interruption of business, repair or restoration of the Building or the   Premises. J   14.4 Repairs. Landlord's repair and restoration obligations under this Section 11, if any,   shall be limited to restoration of the Tenant Improvements performed pursuant to Exhibit C of this   Lease, and the Base Building Improvements, to the extent damaged as a result thereof, but excluding   interior improvements above the grade of Building standard interior improvements. I Tenant   acknowledges that any such repairs or restorations shall be subject to Governmental Requiljements,   the requirements of Landlord's mortgagee (if any), and to delay in theprocess of adjusting any   insurance claim associated therewith; and neither delays resulting from any of the foregoing nor   . J   32    





 







modifications to the Building or to the interior of the Premises occurring by virtue of the apJlicatiOn   of such requirements shall constitute a breach of this Lease by Landlord as long as Landl6rd uses   reasonable efforts to commence and complete such repairs and restorations in a timelylfaShion   consistent with the pre-existing condition of the applicable improvements (and further that, to the   extent such delays are not caused by Tenant, the same shall constitute an event of Force Maj6ure and   be subject to the one hundred twenty (120) day aggregate limit on delays due Force MajeJe as set   forth in Section 14.1.2, above). I   14.5 End of Term Casualty. Anything herein to the contrary notwithstanding, if the   Premises are destroyed or damaged during the last twelve (12) months of the Lease Term'land the   cost of restoration (as reasonably estimated by Landlord) will exceed One Million and 00/100   Dollars ($1,000,000.00), then either Landlord or Tenant shall have the right to terminate this Lease   upon thirty (30) days prior written notice to the other, which termination shall be effectivb on the   thirtieth (30th) day after the other party's receipt of such notice, provided that, if Tenaltt has a   renewal option which has not yet expired under this Lease as of the date of Landlord's btice of   termination, and Tenant exercises such renewal option in the manner required by Section 50, below,   prior to that date which is ten (10) business days after the date of Landlord's written notice to Tenant   terminating this Lease pursuant to this Section 14.5, Tenant's renewal option shall be debmed to   have been exercised, Landlord's notice of termination pursuant to this Section 14.5 shall be I eemed   to have been rescinded, and the provisions of Sections 14.1 and 14.4, above, shall apply to such   restoration. The notice of termination contemplated under this Section 14.5 must be delivered within   thirty (30) days after the date of such casualty, or shall be deemed waived.   15. MACHINES AND EOUIPMENT; ALTERATIONS AND ADDITIONS: REMOJ AL OF   FIXTURES. I   15.1 Floor Load, and Excessive Noise, Vibration, and Electrical Usage. Tenant shall not,   without Landlord's prior consent, place a load upon the floor of the Premises which exc6eds the   maximum live load per square foot which Landlord (or Landlord's architect or engineer) determines   (in its good faith professional judgment) is appropriate for the Building, which Landlord c9 enants   will not be less than one-hundred (100) pounds psi Tenant will notify Landlord prior to theIinstallation of any high-density filing systems, or any unusually heavy equipment or machlnery, in   the Premises, and all such installations shall be subject to Landlord's reasonable consent. Business   machines, mechanical equipment and materials belonging to Tenant which cause vibratio~, noise,   cold, heat or fumes that may be transmitted to the Building or to any other leased space tHerein toIsuch a degree as to be reasonably objectionable to Landlord or to any other tenant in the Building   shall be placed, maintained, isolated, stored andlorvented by Tenant (at its expense) so as t~ absorb   and prevent such vibration, noise, cold, heat or fumes, Landlord shall not be required tq supply   electrical current in excess of the requirements and specifications indicated on Exhibit (C or the   schedules attached thereto, and Tenant will not install or operate in the Premises any electrical or   other equipment whose electrical energy consumption exceeds such requirements and specifications   without first obtaining the prior consent in writing of Landlord, who may condition such onsent   upon the payment by Tenant of additional rent to compensate (at cost) for excess consumption of   I33    





 







water andlor electricity, increases to the capacity of Building Systems, and OthJ similar   requirements. All changes, replacements or additions to any Building Systems whici may be   necessitated by the installation and operation of such electrical equipment andlor machinery by   Tenant shall be subject to Landlord's consent, and shall be performed under Landlord's Idirection   at Tenant's expense.   15.2 Alterations - Genemlly. Tenant may make Minor Alterations (as hereina~ defined)   without Landlord's consent, provided (i) that Landlord is notified in writing prior to commencement   of any such Minor Alterations, (ii) the same do not diminish the value of the Premises in Jore than   a de minimis amount, and (iii) Tenant complies fully with the other provisions of this Se+on 15.2   with regard to any such Minor Alterations. The term "Minor Alterations" shall mean and refer to   (i) cosmetic alterations (i.e., repainting, replacement of carpeting, installation of wall covering, etc.)   to the Premises, and (ii) alterations having a cost of less than Fifty Thousand Dollars ($5~OOO.OO)   in the aggregate which (A) do not affect any exterior or structural components of the Building or   Premises, (B) do not materially affect any Building Systems, and (C) do not require a ~uilding   permit or its equivalent in order to be performed. All other alterations, additions and impr9vements   proposed to be made to the Premises by Tenant (hereinafter, "Alterations") shall be subject to   Landlord's prior written approval, which shall be granted or denied in accordance with the standards   hereafter set forth: In the case of Alterations which are structural or visible from the exte~6r of the   Premises, such approval may be withheld or conditioned in Landlord's sole, absolute, and subjective   discretion. In the case of all other Alterations, such consent may not be unreasonably I ithheld,   conditioned, or delayed. Without limitation, it shall not be unreasonable for Landlord to deny its   consent to any Alterations (a) which would diminish the value of the leasehold improvements to the   Premises in more than a de minimis amount, (b) which would materially and adversely affect any   Building Systems, (c) which would materially and adversely affect the roof or structural 9lements   of the Building, (d) which would impose on Landlord any material special maintenance, repair, or   Ireplacement obligations not within the scope of those expressly provided for herein, (e) which would   constitute "non-standard office improvements," meaning improvements which are unJsual or   extraordinary for standard office usage, including curved walls, circular rooms, windowleJs office   areas involving in the aggregate in excess of ten percent (10%) of the total rentable arer of the   Premises, vault areas, areas involving special HVAC systems, telecommunications eq~ipment   installations or fire suppression systems, etc., andlor (f) which would require removal or re'ocation   of Base Building installations. The foregoing notwithstanding, (i) Landlord will not withhold its   consent to a proposed Alteration solely on the basis described in clause (d) if Tenant agrees, at the   time of its request for approval or notice of such Alterations, to pay all costs associated with   Landlord's meeting the additional obligations described in clause (d), and (ii) Landlord {,.,illnot   withhold its consent to a proposed Alteration solely on the basis described in clause (e) or 0clause   (f) if Tenant agrees, at the time of its request for approval or notice of such Alterations, to remove   such Alteration(s) and restore the Premises to its condition prior to the installation the~eof, at   Tenant's sole expense, upon the expiration or sooner termination of this Lease. All Alt6rations   (including without limitation Minor Alterations) shall be made (1) at Tenant's sole expense, (2)   according to plans and specifications (which shall have been approved in writing by Landlo~d to the   extent Landlord's consent is required), (3) in compliance with all applicable Governmental   34    





 







Requirements, (4) by a licensed contractor, and (5) in a good and workmanlike manner coJfOrming   in quality and design with the Premises existing as ofthe Commencement Date. Tenants contractors   and subcontractors shall be insured to at least the extent provided in Section 15.4.2, belowl Tenant   will provide Landlord with "as-built" plans and specifications for any such Alterations (ihcluding   Minor Alterations) promptly after completion thereof. In addition, except for any Alteratiohs which   Landlord requires Tenant to remove as a pre-condition to the installation thereof, and etcePt for   Tenant's movable office partitions, furniture, and trade fixtures, all Alterations (including without   limitation Minor Alterations) made by Tenant shall at once become a part of the realty and shall be   surrendered with the Premises.   15.3 Removal of Alterations. Upon the expiration or sooner termination of the Lease   Term, Tenant shall, at Tenant's expense, diligently remove all Alterations made by Tenantlafter the   Commencement Date and designated by Landlord or agreed to by Tenant, as the case may ~e, to be   removed at the time of Landlord's approval or Tenant's request for approval or notice thereof (as   well as removing the special HVAC equipment otherwise required pursuant to Exhibitl C to be   removed from the Premises upon surrender thereof by Tenant); and if Landlord does nbt notify   Tenant at the time of its approval of a proposed Alteration that such Alteration must be removed   upon expiration of the Term as a condition of Landlord's approval, then such Alteration khall not   be required to be removed, but rather, shall be surrendered with the Premises. Other than thb special   HVAC equipment which is otherwise required to be removed from the Premises by Tenknt upon   Tenant's surrender thereof, if any, Landlord hereby confirms that no other leasehold impr+ements   initially constructed as part of Landlord 's Work pursuant to Exhibit C of this Lease shall be ["equired   to be removed by Tenant from the Premises upon surrender thereof. Tenant shall repair an~ damage   to the Premises caused by such removal and, except as otherwise provided herein, restore the   applicable portion of the Premises to its condition prior to such Alteration, except for normal wear   and tear. Tenant shall remove all of its movable property and trade fixtures at the expiration or   earlier termination of this Lease, and shall pay to Landlord the cost of repairing any damage to the   Premises or Building resulting from such removal. In no event shall Tenant remove any pprtion of   Landlord' s Work except in connection with a permitted Alteration hereunder. All items of Tenant 's   movable property, trade fixtures and personal property that are not removed from the preFises or   the Building by Tenant at the termination of this Lease (or at any time when Landlord is executing   upon a court order for eviction and/or reentry due to a Tenant default) shall be deemed abrndoned   and become the exclusive property of Landlord, without further notice to or demand upon Tenant.   Tenant's obligations under these Sections 15.2 and 15.3 shall survive the expiration or tednmation   of this Lease. I   15.4 Additional Covenants Regarding Alterations.   15.4.1 For purposes of all subsections of this Section 15.4, the term Alteratilns shall   be deemed to include Minor Alterations. Tenant shall be responsible for and shall pay whtfu due all   costs associated with the preparation of plans and the performance of Alterations, and the same shall   be performed in a lien-free, first-class, and good and workmanlike manner, and in accordahce with   applicable Governmental Requirements, including the requirements of all Access Laws. In te event   35    





 







that (a) Tenant shall fail to pay the costs associated with Alterations on a timely basis; (b) as a result   of such failure, a statutory andlor common law lien is asserted against the Premises or the B~ilding;   and (c) Tenant shall fail, within thirty (30) days after notice of such assertion, to cause (by pi yment,   posting of a proper bond, or otherwise) such lien to be released of record, the same shall constitute   a default by Tenant for all purposes of this Lease, and Landlord shall have the right (bu' not the. Iobligation), at Tenant's expense, to cause such lien to be released of record. Unless otherwise   approved by Landlord (which shall not be unreasonably withheld, conditioned or delayed)j Tenant   shall only use new, first-class materials in connection with Alterations. All contractors and   subcontractors performing any work on behalf of Tenant within the Premises shall be subject to   Landlord's approval (which shall not be unreasonably withheld, conditioned or delayed), and   Ilicensed to do business in jurisdiction within which the Premises is located. In addition, i and for   so long as the Building is owned by the Multi-Employer Property Trust or other labor union pension   fund or retirement plan, it shall be a requirement of this Section 15.4.1 that the prime contractor and   the respective subcontractors of any tier performing the Alterations: (i) be parties to, and b~und by,   a collective bargaining agreement with a labor organization affiliated with the Building and   Construction Trades Council of the AFL-CIO applicable to the geographic area in which the   Building is located and to the trade or trades in which the work under the contract is to be petrormed   and (ii) employ only members of such labor organizations to perform work within their respective   jurisdictions.   15.4.2 Tenant shall ensure that all contractors and subcontractors performing   Alterations are insured in amounts required by law and reasonably acceptable to Lf1dlord.   Alterations may not commence, nor may Tenant permit its contractors and subcontractors to   commence or continue any such work, until all required insurance has been obtained'l and, if   Landlord requests, until certificates of such insurance have been delivered to Landlor~. Such   insurance policies shall name the Landlord, Manager, and Landlord's mortgagee(s) as adfiitional   insureds. Such certificates of insurance shall provide that no cancellation of such insurance coverage   shall be undertaken without thirty (30) days' prior written notice to Landlord. In the even~Tenant   employs a contractor or subcontractor to perform all or part of any Alterations, Tenant shall ,qrovide,   or cause its contractor to carry, General Contractor's and Subcontractor's Required Minimum   Coverages and Limits of Liability which coverages shall be in amounts required by IrW and   reasonably acceptable to Landlord and in addition to any and all insurance required to be procured   by Tenant pursuant to the terms of this Lease: Worker's Compensation, Employer's Uiability   Insurance, any insurance required by any Employee Benefit Act (or similar statute), Comprepensive   General Liability Insurance (including Contractor's Protective Liability), Comprehensive   Automotive Liability Insurance, and Builder's Risk insurance in an amount commensurate kth the   cost of the specific Alteration(s).   15.4.3 Tenant agrees that Landlord, Landlord's Agents and Manager willliave the   right to inspect any Alterations made by Tenant's contractor(s) and subcontractor(s), andlTenant   agrees to cooperate with Landlord to facilitate such inspections. In the performance of Alterations   in accordance with this Lease, Tenant shall cause its contractor to use reasonable and diligenf efforts   not to interfere with ongoing operations in the Building. Tenant's contractor shall be resynsible   36    





 







for excessive utility costs (if any) associated with the performance of Alterations and shall either   supply its own electricity and other utilities, or shall reimburse Landlord for excessive utility   consumption associated with such work. Tenant shall cause its contractor( s) to keep all Cdrstruction   areas clean and free of trash and debris and shall otherwise comply with any other reasonable rules   and regulations established by Landlord with regard to construction activities within thelBuilding.   Tenant's construction contract shall indemnify Tenant and Landlord from damages, losses and   expenses associated with the acts and omissions of Tenant's contractor, its agents, employees and   subcontractors. To the extent that any Alterations involve construction work which affects any   exterior portions of the Building or Common Areas, Landlord may impose additional re~uirements   as a condition of its approval of such Alterations to ensure that Tenant restores all affect~d areas of   the Building's exterior and/or common areas to their original condition upon completion and   otherwise protects and restores all affected work areas within the Building (including any portions   of the Common Areas of the Building) utilized or affected in performing such Alterations,   I15.4.4 Tenant shall provide to Landlord copies of all applications for permits, copies   of all governmental inspection reports and/or certificates, and any and all notices or violations   communicated to Tenant or its contractors by applicable governmental authorities, promptly upon   receipt and/or submission thereof, as the case may be. Tenant agrees to comply (or tol cause its   contractors to comply) with all applicable federal, state and local laws, regulations and ordinances   in the performance of Alterations, and to promptly rectify any violations of such laws caused by the   acts or omission of Tenant, its employees, agents and/or contractors, and Tenant shall be responsible   for any non-compliance by Tenant or its agents, employees and contractors. TenaJt and its   contractor performing Alterations shall (a) provide copies of warranties for Alterationk and the   materials and equipment which are incorporated into the Building and Premises in c~nnection   therewith, (b) provide to Landlord all operating and maintenance manuals for all equipment and   materials incorporated into the Building and/or Premises as part of any Alterations, and kc) either   assign to Landlord, or enforce on Landlord's behalf, all such warranties to the extent repairs and/or   maintenance on warranted items would be covered by such warranties and are otherwise Llmdlord's   responsibility under this Lease. I   16. ACCEPTANCE OF PREMISES.   Landlord shall tender, and Tenant shall accept possession of the Premises in accordance with   the terms of Section 1.4 hereof and Exhibit C hereto. All provisions regarding the preP'fation of   complete construction drawings for the Tenant's leasehold improvements, the delivery of possession   of the Premises, the construction of leasehold improvements to the Premises (if any) Iand any   .adjustments which maybe made with respect to the Commencement Date are set forth in Section   1.4 and/or Exhibit c.   17. TENANT IMPROVEMENTS.   Any improvements to be performed by Tenant to the Premises (or any portion thereof) prior   to the Commencement Date shall be governed by Exhibit C hereto. All other impr1vements   37    





 







performed by Tenant to the Premises shall be treated as Alterations to the Premises and thus   governed by Article 15, above.   ACCESS. I   Tenant shall permit Landlord and its agents to enter the Premises at all reasonable times and   (except in cases of Emergency, as defmed herein) upon reasonable prior notice (to be not less than   two (2) business days except as provided below): to inspect the same; to show the Prekises to   prospective tenants during the last twelve (12) months of the Term, or to interested partie~ such as   prospective lenders and purchasers at any time during the Term; upon not less than five (s) days. Inotice (except in cases where this Lease requires prompt action by Landlord, as in the case of repairs,   or in cases of Emergency), to clean, repair, alter or improve the Premises or the Builtlmg; to   discbarge Tenant's obligations when Tenant has failed to do so within any applicable grac~ period   provided for herein; to post notices of non-responsibility and similar notices and "For Sale'j or "For   Lease" signs upon or adjacent to the Building and to place "For Lease" signs upon or adjacTt to the   Premises (but without in either case obstructing any windows in the Premises) at any time within   the twelve (12) month period prior to the expiration of the Lease Term or at any time Mter the   Premises has been vacated by Tenant; or for any other legitimate business purpose. Tenkt shall   permit Landlord and its agents to enter the Premises at any time, and with only such noticJ as may   be practicable under the circumstances (including no notice if the circumstances so dictath in the   event of an Emergency (provided Landlord will notify Tenant of any such Emergency entTJjas soon   as is practicable under the circumstances, including verbal notice in advance if circumstances   permit). When reasonably necessary due to required repairs or legal requirements or fue like,   Landlord may temporarily close entrances, doors, corridors, elevators or other facilities IWithout   liability to Tenant by reason of such closure, provided any such closures shall be minimized to the   fullest extent reasonably practicable in light of the applicable legal requirements and/or nature of the   repairs. Landlord, in the exercise of all of its rights under this Section 18, shall use corrurlercially   reasonable efforts to minimize disruption of Tenant's use and occupancy of the Premises.   18.   19. MUTUAL WANER OF CLAIMS AND SUBROGATION.   19.1 Tenant. Notwithstanding anything to the contrary in this Lease, whether the loss or   damage is due to the negligence of Landlord or Landlord's agents or employees, or any oth6r cause,   Tenant hereby releases Landlord and Landlord's agents and employees from responsibili~ for and   waives its entire claim of recovery for (i) any and all loss or damage to the personal property of   Tenant located in the Building, including, without limitation, the Building itself and such ~roperty   as may be attached to the Building itself, arising out of any of the perils which are co,ered by   Tenant's property insurance policy, with extended coverage endorsements, which Tenant is required   to obtain under the applicable provisions of this Lease, whether or not actually obtained, arid/or (ii)   loss resulting from business interruption or loss of rental income, at the Premises, arising oJt of any   of the perils which may be covered by a business interruption or loss of income insurance policy   whether or not the same is held by Tenant. I   38    





 







19.2 Landlord. Notwithstanding anything to the contrary in this Lease, Whethe~the loss   or damage is due to the negligence of Tenant or Tenant's agents or employees, or any other cause,   Lru:dlo~d her~by rel~ases Tenant and T~ant's agents and employees from responsibili~ for and   warves Its entire claim of recovery for (1) any and all loss or damage to the Building andlor to the   personal property of Landlord located in the Building, and such property as may be attach6d to the   Building itself, arising out of any of the perils which are covered by Landlord's property uisurance   policy which Landlord is required to obtain under the applicable provisions of this Lease, rhether   or not actually obtained, andlor (ii) loss resulting from business interruption or loss of rental income,   at the Premises, arising out of any of the perils which may be covered by a business interruption or   loss of rental income insurance policy whether or not the same is held by Landlord. I   19.3 Carriers. Landlord and Tenant shall each cause its respective insurance carnier(s) to   consent to such waiver of all rights of subrogation against the other, and to issue an endorsement toIall policies of insurance obtained by such party confirming that the foregoing release and waiver will   not invalidate such policies. I   20. INDEMNIFICATION.   20.1 Tenant's Inde~ity. Tenant shall indemnify and hold harmless Landlord, itl agents,   employees, officers, directors, partners and shareholders from and against any and all tirifd party   liabilities, judgments, demands, causes of action, claims, losses, damages, costs and expenses,   including reasonable attorneys' fees and costs, asserted against Landlord by third parties or sbstained   in connection with any third party claims for injury or death to persons or damage to prope~ against   Landlord, by third parties and arising out of the use, occupancy, conduct, or operation of the   Premises by, or the willful misconduct or negligence of, Tenant, its officers, contractors, li~ensees,   agents, employees, or (while within the Premises) its guests or invitees, or caused by any f~ilure of   Tenant to comply with the terms of this Lease. This indemnification shall survive termination of thisILease. This provision shall not be construed to make Tenant responsible for loss, damage, liability   or expense resulting from injuries or death to third parties or to the property of third parti6s to the   extent caused by the negligence or willful misconduct of Landlord, or its officers, contractors,   licensees, agents, employees or invitees.   20.2 Landlord's Indemnity. Landlord shall indemnify and hold harmless Tenant, its agents,   employees,officers, directors, partners and shareholders from and against any and all thfrd party   liabilities, judgments, demands, causes of action, claims, losses, damages, costs and eipenses,   including reasonable attorneys' fees and costs, asserted against Tenant by third parties or sJstained   by Tenant in connection with any third party claims for injury or death to persons or datnage toI.property, and arising out of the use, occupancy, conduct, operation, or management of the I}uilding   by, or the willful misconduct or negligence of, Landlord, its officers, contractors, licensees;' agents,   or employees, or caused by any failure of Landlord to comply with the terms of this Lease. This   indemnification shall survive termination of this Lease. This provision shall not be consFed to   make Landlord responsible for loss, damage, liability or expense resulting from injuries or death to   third parties or to the property of third parties to the extent caused by the negligence 01 willful   39    





 







misconduct of Tenant, or its officers, contractors, licensees, agents, employees or invitees, or by the   acts or omission of any other tenants or occupants of the Building. I   21. ASSIGNMENT AND SUBLETTING.   21.1 Consent Required. Subject to the terms of this Section 21, and except as btherwise   expressly permitted below, Tenant shall not assign, encumber, mortgage, Pledgellicense,   hypothecate or otherwise transfer the Premises or this Lease, or sublease all or any p~ of the   Premises, or permit the use or occupancy of the Premises by any party other than Tenant, without   the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or   delayed, as more fully set forth below.   21.2 Procedure.   21.2.1. Proposal Notice and Verification.   (a) Except as otherwise provided in Section 21.4, below, Tenant mJt request   Landlord's consent to any bonafide assignment or sublease in writing at least twelve (12) business   days prior to the effective date of the proposed sublease or assignment, which written ~equest (a   "Proposal Notice") must include (1) the name and address of the proposed assignee or subtenant, (2)   the nature and character of the business of the proposed assignee or subtenant, (3) lfinancial   information for (including financial statements of) the proposed assignee or subtenant, (4) the   proposed effective date of the assignment or sublease, which shall be not less than twelve (12)   business days thereafter, and (5) a description of the material business terms of the proposed   sublease or assignment. Tenant shall also provide any additional information Landlord reasonably   requests regarding such proposed assignment or subletting. Within twelve (12) business 4ays after   Landlord receives Tenant's Proposal Notice (with all required information included), Land~ord shall   notify Tenant in writing whether Landlord tentatively approves or disapproves the surlease or   assignment described in Tenant's Proposal Notice, and if disapproved, Landlord shall also state in   its response the basis for such disapproval" in reasonable detail. In the alternative, to Je extent   permitted thereunder, Landlord may exercise its right to terminate this Lease pursuant t~ Section   21.5, below. If Landlord fails to respond within such twelve (12) business day period, Landlord   shall be deemed to have tentatively approved such sublease or assignment. Any tentative ~pproval   of the sublease or assignment described in Tenant's Proposal Notice shall be without prejudice to   Landlord's right to disapprove the proposed sublease or assignment if, after receiving a copy of the   signed sublease or assignment instrument, Landlord determines that the sublease or assignment   described in Tenant's Proposal Notice is not substantially identical to the transaction reflected in the   signed sublease or assignment instrument (which, in respect of the economic terms of the ~roposed .   assignment or sublease, shall mean 95% or more of the net present value of the net ~ayments   required to be made thereunder), and Landlord then has a reasonable basis to disapprove the revised   sublease or assignment, all as more fully set forth in Section 21.2. 1(b), below.   40    





 







(b) If Landlord notifies Tenant (or is deemed to have notified Tenant) that   Landlord tentatively approves the sublease or assignment described in the Tenant's Proposal Notice,   such sublease or assignment shall nevertheless not be considered fmally approved until Landlord   shall have approved the actual signed sublease or assignment instrument in accordance with this   Section 21.2.1 (b). After tentative approval of a proposed sublease or assignment, Tenant Jhall notify   Landlord in writing that it has executed a sublease or assignment on the terms stated in the Proposal   Notice, which notice shall include a copy of the actual sublease or assignment instrument!(as signed   by both Tenant and the proposed assignee/sublessee), and which notice shall be provided t@Landlord   at least ten (10) business days before the effective date such sublease or assignment. Withln ten (10)   business days after Landlord's receipt of such sublease or assignment instrument, Landlord shall   notify Tenant in writing (i) that it approves such sublease or assignment in accordance therewith, or   (ii) that it denies its approval to such sublease or assignment. If Landlord fails to respond within   such ten (10) business day period, Landlord shall be deemed to have approved such sublease or   assignment. Landlord's agrees that the only basis upon which it may deny approval of a sublease   or assignment after tentatively approving the same pursuant to Section 21.2.1(a), above, without   exercising its termination right under Section 21.5, below, shall be that (A) the material terms ofthe   sublease or assignment as described in Tenant's Proposal Notice are not substantially identical to   the material terms of the sublease or assignment as reflected in the signed sublease or assignment   instrument (which, in respect of the economic terms of the proposed assignment or sublease, shall   mean 95% or more of the net present value of the net payments required to be made thereunder),   and/or (B) Landlord has a reasonable basis to object to the proposed sublease or assignment for   reasons which could not reasonably have been raised by Landlord based on the facts disclosed to   Landlord in Tenant's original Proposal Notice (in which event Landlord shall identify such   objection(s) with reasonable specificity in Landlord's written notice of disapproval delivered to   Tenant within such ten (l0) business day period).   21.2.2 Section 21.2.1, above, and 21. 5, below, to the contrary notwiJtanding,   Tenant shall have the right to sublet in the aggregate up to fifty percent (50%) of the rentable area   of the Premises (such subleases, "Permissive Subleases"), before a proposed sublease triggers   Landlord's right of termination under Section 21.5, but any such Permissive Sublease(s) shall   nevertheless be subject to Landlord's approval, which shall not be unreasonably ~ithhe1d,   conditioned or delayed, and which shall be sought by Tenant in the same manner and USing!thesame   procedure described in Section 2l.2.1, above (but without reference to Landlord's right of   termination).   . 2l.2.3 Without limitation, it shall not be unreasonable for Landlord tol deny its   consent to any proposed assignment or sublease if: (1) the financial condition of the proposed   assignee or sublessee is not reasonably acceptable to Landlord, that is, it reasonably appears to   Landlord that the proposed assignee or subtenant may be unable to meet its financial a!nd other   obligations under such assignment or sublease given the scope and nature of its obligations   thereunder; (2) the proposed assignee or subtenant proposes to use the Premises for a purpose which   is not a general office or administrative use; (3) the proposed assignee or subtenant has a ~erifiable   history of having defaulted under agreements, of having been a party to legal actions concerning   41    





 







landlord/tenant and/or debtor/creditor relationships (such as, but not limited to, defaults, evictions,   enforcement litigation or other disputes) with Landlord, andlor other landlords and/or creditors   and/or other contracting parties, or of having been filed against, or having sought protecti:on, under   any federal, state or local bankruptcy, insolvency, receivership or similar law(s) or common law   doctrines; (4) the proposed assignee or subtenant is an-existing tenant, or the affiliate of an existing   tenant, of Landlord or any affiliate of Landlord in the Cranberry Woods development, and Landlord   (i) has space available for let in the Cranberry Woods development that would satisfy e space   needs of such proposed assignee or sublessee, and (ii) has been in active written negotiation of a   lease or lease proposal for comparable space in the Cranberry Woods development with thelproposed   assignee or subtenant within the six (6) month period prior to the Proposal Notice unless such   negotiations have been terminated by the parties as of the date of the Proposal Notic~; (5) the   proposed assignee or subtenant is entitled to, or otherwise enjoys, sovereign or diplomatic immunity;   or (6) the proposed sublease involves, in Landlord's reasonable judgment, a portion Ofthelpremises   which is not Independently Leasable Space. .   21.3 Conditions. Any subleases and/or assignments hereunder are also subject to all of   the following terms and conditions:   21.3.1 If Landlord approves an assignment or sublease as herein provided, Tenant   shall pay to Landlord, as additional rent due under this Lease, (i) in the case of an assignment, one-   half (Y2) of all sums received by Tenant in consideration of such assignment, calculated aftrr Tenant   has recovered in full from such consideration its "Transaction Expenses" (as hereafter defined), and   (ii) in the case of a sublease, one-half (Y2) of the amount, if any, by which the rent, any additional   rent and any other sums payable by the subtenant to Tenant under such sublease, exceeds that portion   of the Rent payable by Tenant hereunder which is allocable to the portion of the Premises which is   the subject of such sublease, calculated after Tenant has recovered in full its Transaction Expenses   from such net amount. The term "Transaction Expenses" shall mean (i) any improvement a!llowance   or other economic concession (planning allowance, moving expenses, etc.) paid by Tenant to   sublessee or assignee; (ii) the unamortized portion of the cost of Tenant Improvement and   Alterations made by Tenant to the Premises funded by Tenant in excess of the TI Allowance, but   solely to the extent allocable to the subleased premises (which allocation shall be made on a per   square foot basis, and which amount shall then be amortized over the initial Lease Term on a straight   line basis); (iii) brokers' commissions paid by Tenant in connection with such sublease or   assignment; (iv) attorneys' fees paid by Tenant in connection with such sublease or assignment; (v)   lease takeover payments paid by Tenant in connection with such sublease or assignment; and (vi)   costs of advertising the applicable space for sublease or assignment. The foregoing payments shall   be made on not less than a monthly basis by Tenant (in the case of subleases) and in all cases within   ten (10) business days after Tenant receives the applicable consideration from the assignee or   subtenant.   21.3.2 No consent to any assignment or sublease shall constitute a further waiver of   the provisions of this section, and all subsequent assignments or subleases may be made only with   42    





 







the prior written consent of Landlord (and subject to any other rights of Landlord) in accordance   with the terms of this Section 21.   21.3.3 The assignee under any assignment of this Lease shall be fully (and, at   landlord's option, directly) liable for all of the obligations of "Tenant" under this Lease, on ajoint   and several basis with Tenant. Tenant and Guarantor shall nevertheless remain fully liable to   Landlord for all Lease obligations, including those accruing after the effective date of such   assignment.   21.3.4 Any sublease or assignment shall be subject to the condition that the sublessee   or assignee thereunder shall be bound by all of the terms, covenants and conditions of this Lease (in   the case of a sublease, insofar as such terms, covenants and conditions relate to the portion of the   Premises subleased and/or the operations and conduct of business by the sublessee).   21.3.5 Any assignment or sublease without Landlord's prior written consent shall   be void, and shall, at the option of the Landlord, constitute a default under this Lease.   21. 3.6 Tenant shall pay to Landlord Landlord's reasonab le attorneys fees and out -0f-   pocket expenses incurred in connection with Landlord's review of any proposed sublease or   assignment hereunder, not to exceed $1,000.00 per occurrence.   21.4 Affiliated Entity; Sale of Business.   21.4.1 Notwithstanding anything to the contrary in this Lease, but subject to the last   sentence of this Section 21.4.1 and to Section 21.3.5, above, Tenant may (without triggering any   recapture or termination option in favor of Landlord, and without losing any other renewal or   expansion options, or other rights granted to Tenant under this Lease) assign this Lease or Isublet all   or any portion of the Premises to any other entity (i) which controls or is controlled by Tenant, or   Iwhich is under common control with Tenant (any of the foregoing, an "Affiliate"), or (ii) which   purchases all or substantially all of the assets of Ten ant, or (iii) which purchases all or substantially   all of the stock of Ten ant or (iv) which merges with Tenant pursuant to a valid statutory merger, or   (v) which is then currently a division of Tenant operated out of the Building, which division is spun   off by Tenant; provided, that (1) the assignee or sublessee is financially able to meet lall of its   obligations under the proposed assignment, and (2) in· such event, (a) except in cases of statutory   merger, in which case the surviving entity in the merger shall be liable as the Tenant under this   Lease, Tenant and Guarantor shall continue to remain fully liable under the Lease, on a joint and   several basis with the assignee, sublessee or acquiror of such assets or stock, (b) fOlloWIn,'g such   assignment or sublease, Tenant and/or such assignee/sublessee, as the case may be, shall continue   to comply with all of its obligations under this Lease, including with respect to its Permitted Use of   the Premises, as set forth in Section 4.1, above. Clause 21.4.1(i) above to the contrary   notwithstanding, if Tenant engages in a step transaction pursuant to which it assigns this Lease or   subleases the Premises to an Affiliate and then transfers such Affiliate (or substantially all of its   assets) to a third party other than as part of a transfer or spin off of the division or operation then   43    





 







being conducted from the Premises by Tenant (or such Affiliate) (e.g., in order to effectively assign   this Lease to such third party in isolation to any other assets of Tenant), such step transaction shall   not be permitted pursuant to this Section 21.4, but rather shall be subject to the remaining provisions   of this Article 21, including Sections 21.1 and 21.5.   21.4.2 Tenant shall be required to give Landlord at least ten (10) business!dayS prior   written notice in advance of any assignment or sublease within the scope of Section 21.4.1, above.   Any other transfer of fifty percent (50%) or more of the ownership interests (including, without   limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by   management agreement, stock sale or other means) shall be deemed to constitute an assignment of   this Lease, and shall be subject to (and may be permissive without Landlord's consent pUIrsuant to   and to the extent provided in) Section 21.4.1, above. ,   21.4.3 Notwithstanding Section 21.4.1 or Section 21.4.2 to the contrary, Landlord   agrees that the offer and sale by Tenant (or any stockholder of Tenant) of any stock pursFt to an   effective registration statement filed pursuant to the Securities Act of 1933 (including any initial   public offering of registered stock of the Tenant) or pursuant to and in accordance with thelsecurities   laws of any foreign country governing publicly traded companies and not in violation oflU.S. law,   shall not constitute an assignment of this Lease, and shall not require the consent or approval of   Landlord.   21.4.4 Tenant shall not transfer all or substantially all of its assets to any person or   entity unless either (i) this Lease is one ofthe assets so transferred to such other person or entity, and   the transferee assumes in writing, for Landlord's benefit, the obligations of Tenant accruing   hereunder from and after the effective date of the transfer, or (ii) the transferee(s) thereof therwise   delivers to Landlord a written assumption of Tenant's obligations hereunder.   21.5. Right of Termination. Except for any assignment or sublease permitted by right   pursuant to Section 21.4, above, in the event of (i) a proposed assignment of this Lease, (ii) a   proposed sublease which is not a Permissive Sublease (as defined herein), Landlord shall have the   right, by notice to Tenant to terminate this Lease as to all of the Premises (in the event of an   assignment) or as to the proposed subleased portion of the Premises only (in the event of a ~blease),   in each case for the balance of the Term. Such notice of termination shall be delivered to Tenant on   or before the tenth (10th) day after the date of Landlord 's receipt of Tenant's Proposal Notice (with   all information required), and shall be in lieu of the granting or denial of consent otherwise~rovided   for in Section 21.2, above, provided that Tenant shall have the right, for a period of fiv (5) days   after receipt of Landlord' s notice of termination, to rescind its Proposal Notice by written notice to   Landlord delivered within such five (5) day period, in which event Landlord's notice oftetprination   shall be deemed rescinded and ineffective. In the event Landlord shall elect to terminate this Lease   in connection with a proposed assignment or sublease of this Lease as provided above in !wholeor   in part (as the case may be), and Tenant declines to rescind its Proposal Notice as allowed above:   (a) this Lease and the term hereof shall terminate (either as to the Premises as a whole, or Jnly as to   the portion thereof which Tenant is proposing to sublease, as the case may be) as of the 1, er of (i)   44   '"    





 







the proposed effective date of such assignment or sublease, as set forth in Tenant's Proposal Notice,   or (ii) thirty (30) days after the date Landlord received Tenant's Proposal Notice; (b) Tenant shall   be released from all liability under the Lease (as to the Premises as a whole, in the case of an   assignment, or as to the terminated portion ofthe Premises only, in the case of a partial termination   due to sublease) with respect to the period after the date of termination (other than obligations and   indemnities of Tenant which accrued with respect to the applicable portion of the Premisbs prior to   the effective date of such termination, which obligations shall expressly survive such termination   or partial termination of this Lease); (c) all Base Rent, additional rent and other charges shall be   prorated to the date of such termination, and appropriately adjusted if there is only! a partial   termination; (d) upon such termination date, Tenant shall surrender the Premises (or the applicable   portion thereof) to Landlord in accordance with Section 26 hereof; and (e) in the case ot a partial   termination of this Lease, Landlord shall have the right, at Landlord's expense and in la manner   which minimizes to the extent reasonably practicable any material disruption to Tenant'ls use and   enjoyment of the balance of the Premises, to separate the portion of the Premises being terminated   from the balance of the Premises, including the erection of a demising wall and, to the extent   necessary under the circumstances, the separation of any applicable Building Systems.   22. ADVERTISING.   22.l Generally. Except as provided below, Tenant shall not display any sign, graphics,   notice, picture, or poster, or any advertising matter whatsoever, anywhere in or about the Premises   or the Building at places visible from anywhere outside of or at the entrance to the Premis9s without   first obtaining Landlord's written consent thereto, which consent Landlord will not unreasonably   withhold (provided that the foregoing reasonable consent standard will not be construed to require   Landlord to consider or grant to Tenant greater exterior signage rights than are expresslylprovided   for in Section 22.2, below if Tenant requests same). All signage, including interior and exterior   signage, shall be at Tenant's sole expense, and subject to compliance with the Declaration and all   applicable Governmental Requirements. Tenant shall be responsible to maintain anypermihed signs   and remove the same at Lease termination. In addition, upon the expiration or earlier termination of   this Lease, all exterior signs identifying Tenant shall be removed by Tenant at Tenant's sOleiIexpense,   and the affected portions of the Building shall be restored by Tenant. If Tenant shall fail to maintain   or remove its signs, as aforesaid, Landlord may do so at Tenant's cost. Tenant shall be responsible   t? Landlord for any damage caused by the installation, use, maintenance or removal oflany such   SIgnS.   22.2 Signage ProgramlPermitted Signage. Notwithstanding Section 22.1 to the fontrary,   but subject to the last sentence of this Section 22.2: (i) Tenant shall be entitled to sign space within   the lobby directory to be installed by Landlord as part of the Base Building Improvements in   proportion to the relative square footage of the Premises to the rentable area of the Buildin~, and will   increase in the event of any expansions of the Premises, and will decrease in the event of ah.ypartial   recapture pursuant to Section 21.5, above, in each case on a proportionate basis; (ii) Te:p.antmay   display its name and logo at each suite entrance to the Premises, in all cases consistent with and in   accordance with Landlord's standard signage program for the Project and subject to Landlo~d' s prior   45    





 







written consent, which shall not be unreasonably withheld; and (iii) initially, and for so long as   Tenant is leasing a greater amount of square footage than any other single tenant of the Building (the   "Required Minimum Footage"), Tenant shall have the exclusive right, subject to its compliance with   all applicable Governmental Requirements and its obtaining Landlord's approval (whicl shall not   be unreasonably withheld, conditioned or delayed), to install and maintain a building sign at the top   of the exterior fascia of the Building in a location designated by (and having dimensionslapproved   by Landlord), andlor to install and maintain exterior monument signage identifying Tenant in a   location designated by (and having dimensions approved by) Landlordprovided that ifT enant ceases   to lease more than Required Minimum Footage, Tenant's exclusive building sign nights and   exclusive monument sign rights shall, at Landlord's option, terminate, and Tenant ~i11 allow   Landlord (at Tenant's expense) to cause the removal of Tenant's exterior Building sign andlor   monument sign (and to permit such signage to be installed by any Building tenant having greater   square footage than is then being leased by Tenant).   23. LIENS.   Tenant shall keep the Premises and the Building free from any liens arising out oflany work   performed, materials ordered or obligations incurred by or on behalf of Tenant, and Tenant hereby   agrees to indemnify and hold Landlord, the Premises, the Building and the Land harmlesslfrom any   liability, cost or expense for such liens. Tenant shall cause any such lien imposed to be released of   record by payment or posting of a bond sufficient to remove such lien from the applicable record   within fifteen (15) business days after the earlier of notice of intent to impose the lien or written   request by Landlord. If Tenant fails to cause any such lien to be released or removed pf record   within the prescribed fifteen (15) business day period, Landlord may do so at Tenant' s ex~ense, and   Tenant shall reimburse Landlord for such amount, including reasonable attorneys' fees and costs.   24. DEFAULT.   24.1 Tenant's Default A default ("Default") under this Lease by Tenant shall exI ist if any   of the following occurs:   24.1.1 If Tenant fails to pay Base Rent, additional rent or any other sum required to   be paid hereunder within five (5) business days after written notice from Landlord that suc~payment   was due, but was not paid as of the due date (provided, however, if Landlord has delivere~ two (2)   such notices to Tenant in any twelve (12) month period, or five (5) such notices over the Term of   this Lease, whichever first occurs, then any subsequent failure to pay Base Rent, additionhl rent or   any other sum required to be paid to Landlord hereunder on or before the fifth (5th) day aftJr the due   date for such payment shall constitute a default by Tenant without requirement of any written notice   andlor opportunity to cure); or   24.1.2 If Tenant fails to perform any term, covenant or condition of this Lea e except   those requiring the payment of money to Landlord as set forth in Section 24.1.1 above, and Tenant   fails to cure such breach within thirty (30) days after written notice from Landlord where su~h breach   46    





 







could reasonably be cured within such thirty (30) day period; provided, however, that where such   failure could not reasonably be cured within the thirty (30) day period, Tenant shain not be   considered in default if it commences such performance within the thirty (30) day p6riod and   diligently thereafter prosecutes the same to completion. If any provisions of this Lease calls for a   shorter or different grace period than that set forth above, then such other provision shall control over   this provision. The foregoing notice and cure period notwithstanding, Landlord may exercise its   self-help rights hereunder (i.e., Landlord's right to perform any obligation of Tenant whidh Tenant   has failed to perform hereunder) without any prior notice or upon such shorter notice as may be   reasonable under the circumstances in the event of anyone or more ofthe following circumstances   is present: (i) there exists a reasonable risk of prosecution of Landlord unless such obljgation is   performed sooner than the stated cure period, (ii) there exists an Emergency, and/or (iii) the Tenant   has failed to obtain insurance required by this Lease, or such insurance has been canceled by the   insurer without being timely replaced by Tenant, as required herein.   24.1.3 If Tenant shall (i) make an assignment for the benefit of creditors, (ii)   acquiesce in a petition in any court in any bankruptcy, reorganization, composition, extension or   insolvency proceedings, (iii) seek, consentto or acquiesce in the appointment of any trusted, receiver   or liquidator of Tenant and of all or any part of Ten ant's property, (iv) file a petition seeking an order   for relief under the Bankruptcy Code, as now or hereafter amended or supplemented, or by filing any   petition under any other present or future federal, state or other statute or law for the same or similar   relief, or (v) fail to win the dismissal, discontinuation or vacating of any involuntary bankruptcy   proceeding within sixty (60) days after such proceeding is initiated.   24.1.4 If Tenant fails to surrender the Premises upon the Expiration Date   l   , without   requirement of any notice or opportunity to cure.   24.1.5 If Tenant fails to deliver an estoppel certificate required under this Lease   within the specific time frame set forth in Section 35 of this Lease, without requirement of ahY notice   or opportunity to cure. I   24.2 Remedies. Upon a Default, Landlord shall have the following remedies, in addition   to all other rights and remedies provided by law or otherwise provided in this Lease, anyone or more   of which Landlord may resort cumulatively, consecutively, or in the alternative:   24.2.1 Landlord may continue this Lease in full force and effect, and this Lyase shall   continue in full force and effect as long as Landlord does not terminate this Lease, and Landlord   shall have the right to collect Base Rent, additional rent and other charges when due.   24.2.2 Landlord may terminate this Lease, or may terminate Tenant's right to   possession of the Premises, at any time by giving written notice to that effect, in which event   Landlord may (but shall not be obligated to) relet the Premises or any part thereof. Upon the giving   of a notice of the termination of this Lease, this Lease (and all of Tenant's rights hereun~er other   than those with respect to Landlord's post-termination obligations) shall immediately trrminate,   47    





 







provided that, without limitation, Tenant's obligation to pay Base Rent and Tenant's Share of   Expense Increases and Tax Increases (as well as any damages otherwise payable under this Section   24), shall survive any such termination and shall not be extinguished thereby. Upon the kiving of   a notice of the termination of Ten ant's right of possession, all of Tenant's rights in and to pbssession   of the Premises shall terminate but this Lease shall continue subject to the effect of this Sdction 24.   Upon either such termination, Tenant shall surrender and vacate the Premises in the condition   required by Section 26, and Landlord may re-enter and take possession of the Premises and all the   remaining improvements or property and eject Tenant or any of the Tenant's subtenants, assignees   or other person or persons claiming any right under or through Tenant or eject some and Jot others   or eject none, all pursuant to legal process in the absence of an abandonment of the Prebses by   Tenant. This Lease may also be terminated by a judgment specifically providing for tenbmation.   Any termination under this section shall not release Tenant from the payment of any sumlthen due   Landlord or from any claim for damages or Base Rent, additional rent or other sum previously   accrued or thereafter accruing against Tenant, all of which shall expressly survive such termination.   Upon such termination Tenant shall be liable immediately to Landlord for all costs Landlo1rdincurs   in attempting to relet the Premises or any part thereof, including, without limitation, broker's   commissions, expenses of cleaning and redecorating the Premises required by the reletting and like   costs. Reletting may be for a period shorter or longer than the remaining Lease Term. ~o act by   Landlord other than giving written notice to Tenant shall terminate this Lease. Acts of maintenance,   efforts to relet the Premises or the appointment of a receiver on Landlord's initiative tp protect   Landlord's interest under this Lease shall not constitute a constructive or other termination of   Tenant's right to possession or of this Lease, either of which may be effected solely by an express   written notice from Landlord to Tenant. On termination, Landlord has the right to reCOiler from   Tenant as damages:   (a) The worth at the time of award of unpaid Base Rent, Additional Rent   and other sums due and payable which had been earned at the time of termination; plus   (b) The worth at the time of award of the amount by which the unpaid   Base Rent, Additional Rent and other sums due and payable which would have been payable after   termination until the time of award exceeds the amount of such rent and other income received by   Landlord in respect of the Premises during such time period; plus   (c) The worth at the time of award of the amount by which the unpaid   Base Rent, additional rent or other sums due and payable for the balance of the Lease Term after the. Itime of award exceeds the fair market rental value of the Premises for such period, taking into   account then existing market conditions, any applicable time reasonably needed to relet the Premises   and to construct leasehold improvements therein for a new tenant, and the costs associated tfterewith,   and any other factors bearing on the likely net income which may be derived from a reletting of the   Premises (and Tenant shall have the burden of proof with regard to establishing the fair rental value   of the Premises for such period); I   48    





 







(d) Any other amount necessary which is to compensate Landlord for   damages actually incurred as a result of Tenant's Default, including, without limitation, any costs   or expenses incurred by Landlord: (i) in retaking possession of the Premises; (ii) in maintaining,   repairing, preserving, restoring, replacing, cleaning, altering, rehabilitating or performing leasehold   improvements to the Premises or any portion thereof, including in connection with any reletting to   a new tenant or tenants; (iii) for leasing commissions; or (iv) for any other costs necessary or   appropriate to relet the Premises; plus I   (e) At Landlord's election, such other amounts in addition to or in lieu   of the foregoing as may be permitted from time to time by the laws of the State in which the   Premises are located, provided the same are not duplicative of any other damage amounts I1   l   ecovered   to Landlord pursuant to clauses (a) - (d) above, or otherwise provided for herein.   The "worth at the time of award" of the amounts referred to in Sections   24.2.2( a) and (b) is computed by allowing interest at the Default Rate on the unpaid rent and other   sums due and payable from the termination date through the date of award. The "worth at the time   of award" of the amounts referred to in Sections 24.2.2(c) shall be computed by reducing each   amount determined to present value using a discount rate equal to the average yield to maturity of   United States treasury notes having a maturity most closely corresponding to such time period, plus   100 basis points, expressed as a percentage rate. In lieu of the amounts recoverable in a lump sum   by Landlord pursuant to clauses (b) and (c) of this Section 24.2.2, above, but in addition to the   amounts specified in clauses (a), (d), and (e) (or any other portion of this Section 24), and subject   in all events to Section 24.2.6, below, Landlord may, at its sole election, recover "Indemnity   Payments," as defmedhereinbelow, from Tenant. Forpurposes ofthis Lease "Indemnity Payments"   means an amount equal to the Base Rent, Additional Rent and other payments provided for in this   Lease which would have become due and owing thereunder from time to time during the unexpired   Lease Term after the effective date of the termination, but for such termination, less the Base Rent,   Additional Rent and other payments, if any, actually collected by Landlord and allocable to the   Premises. If Landlord elects to pursue Indemnity Payments in lieu of the amount recoverable in a   lump sum by Landlord under clauses (b) and (c), above, Tenant shall, on demand, make Indemnity   Payments monthly, and Landlord may sue for all Indemnity Payments at any time after they accrue,   either monthly, or at less frequent intervals. Tenant further agrees that Landlord may bring suit for   Indemnity Payments at or after the end of the Lease Term as originally contemplated under this   Lease, and Tenant agrees that, in such event, Landlord's cause of action to recover the Indemnity   Payments shall be deemed to have accrued on the last day of the Lease Term as originally   contemplated. In no event shall Tenant be entitled to any excess of any rental obtained bylreletting   over and above the rental herein reserved. Tenant waives redemption or relief from forfeiture under   any other present or future law, in the event Tenant is evicted or Landlord takes possession of the   Premises by reason of any default of Tenant hereunder.   24.2.3 Landlord may, with or without terminating this Lease, re-enter the Premises   and remove all persons and property from the Premises; such property may be removed and stored   in a public warehouse or elsewhere at the cost of and for the account of Ten ant, or, as otherwise   49    





 







provided in this Lease, shall be deemed abandoned by Tenant, and may be disposed of by Landlord   at Tenant's expense and free from any claim by Tenant or anyone claiming by, through or under   Tenant. No re-entry or taking possession of the Premises by Landlord pursuant to this Secrion shall   be construed as an election to terminate this Lease unless a written notice of such intention is given   to Tenant.   24.2.4 Tenant, on its own behalf and on behalf of all persons claiming through or   under Tenant, including all creditors, does hereby specifically waive and surrender any and all rights   and privileges, so far as is permitted by law, which Tenant and all such persons might otherwise have   under any present or future law (1) to the service of any notice to quit or of Landlord's intention to   re-enter or to institute legal proceedings, which notice may otherwise be required to be given, except   the foregoing shall not waive any notices required under Section 24.1, above (if any); (2) t6 redeem   re-enter or repossess the Premises after Tenant's right of possession has been terminated by   Landlord; and (3) to restore the operation of this Lease, with respect to any dispossession of Tenant   by judgment or warrant of any court or judge,or any re-entry by Landlord, or any expiration or ter-   mination of this Lease, whether such dispossession, re-entry, expiration or termination shall be by   operation of law or pursuant to the provisions of this Lease.   24.2.5 In addition, upon the occurrence of any Default by Tenant, Landlord, at its   option, may take all or any of the following actions upon written notice to Tenant:   (i) Upon the occurrence of an Event of Default, either during the Term   or any extension thereof, and also when and as soon as the Term hereby created or any extension   thereof shall have expired or sooner terminated, it shall, after Landlord's giving written notice of its   intent to do so to Tenant, be lawful for any attorney as attorney-in-fact for Tenant to file an   agreement for entering in any competent court an action and to CONFESS JUDGMENT AGAINST   TENANT and all persons or entities claiming under Tenant for the recovery by Landlord of   possession of the Premises, for which this Lease shall be sufficient warrant; whereupon, if Landlord   so desires, a writ of possession may issue forthwith, without any prior writ or proceeding   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 shall remain in or be restored to Tenant,   Landlord shall have the right, upon any subsequent default or defaults or upon the termination or   expiration of this Lease, to bring one or more action or actions as hereinbefore set forth to recover   possession of the Premises as aforesaid. In any such action of ejectment, Landlord shall first cause   to be filed in such action an affidavit made by it or someone acting for it setting forth jilie facts   necessary to authorize the entry of judgment, and, if a true copy of this Lease (and as to of the truth   of the copy such affidavit shall be sufficient evidence) shall be filed in such action, it shall not be   necessary to file the original as a warrant of attorney, any rule of court, custom or practice to the   contrary notwithstanding.   (ii) WHEN THIS LEASE AND THE TERM OR ANY EXTENSION OR   RENEWAL THEREOF SHALL, HAVEEXPIRED, OR TERMINATED ON ACCOUNT 0   1   FANY   EVENT OF DEFAULT ON THE PART OF TENANT HEREUNDER, IT SHALL BE L1\WFUL   50    





 







FOR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR AS ATTORNEY FOR   TENANT AS WELL AS FOR ALL PERSONS CLAIMING BY, THROUGH OR UNDER   TENANT (AND TENANT HEREBY APPOINTS LANDLORD AS THE ATTORNEY -JiN-FACT   OF TENANT, COUPLED WITH AN INTEREST IN TENANT'S NAME, PLACE AND STEAD   AS IF SIGNED AND DELIVERED BY TENANT), AND IN ANY ACTION OR PROCEEDING   IN ANY COURT OF COMPETENT JURISDICTION TO CONFESS JUDGMEN1f (AND   OTHERWISE ENTER JUDGMENT FOR POSSESSION OF THE PREMISES) APAlNST   TENANT AND AGAINST ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT,   FOR THE RECOVERY BY LANDLORD OR POSSESSION OF THE PREMISES, FOruWHICH   THIS LEASE AND THE APPOINTMENTS HEREIN SHALL BE SUFFICIENT WARRANT;ITHEREUPON, IF LANDLORD SO DESIRES, AN APPROPRIATE WRIT OF POSSESSION   MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR. WRIT OR PROCEEDING   WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH ACTION   SHALL HAVE BEEN COMMENCED IT SHALL BE DETERMINED THAT POSSESSION OF   THE PREMISES SHOULD REMAIN IN OR BE RESTORED TO TENANT, LANDLORD   SHALL HAVE THE RIGHT FOR THE SAME DEFAULT AND UPON ANY SUBSEQUENT   EVENT OR EVENTS OF DEFAULT, OR UPON THE TERMINATION OF THIS LEASE OR OF   TENANT'S RIGHT OF POSSESSION AS HEREINBEFORE, SET FORTH, TO BRING ONE OR   MORE FURTHER ACTION OR ACTIONS AS HEREINBEFORE SET FORTH, TO RECOVER   POSSESSION OF THE PREMISES AND TO CONFESS JUDGMENT (AND OTHERWISE   AGREE ON BEHALF OF TENANT TO THE ENTRY OF JUDGMEND FOR THE REOOVERY   OF POSSESSION OF THE PREMISES BY LANDLORD AS HEREINBEFORE PROVIDED.   THE FOREGOING WARRANT SHALL NOT BE EXHAUSTED BY ANY ONE EXERCISE   . THEREOF BUT SHALL BE EXERCISABLE FROM TIME TO TIME AND AS OF~EN AS   THERE IS ANY ONE OR MORE EVENTS OF DEFAULT OR WHENEVER THIS LEASE AND   THE TERM OR ANY EXTENSION OR RENEWAL THEREOF SHALL HAVE EXPIRED, OR   TERMINATED ON ACCOUNT OF ANY EVENT OF DEFAULT BY TENANT HEREUNDER.   Cui) (a) IN ANY ACTION,A TRUE COPY OF THIS LEASECAND   OF THE TRUTH OF THE COPY SUCH AFFIDAVIT OR VERIFIED COMPLAINT SHALL BE   SUFFICIENT EVIDENCE) SHALL BE SUFFICIENT WARRANT, AND IT SHALL NOT BE   NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY RULE OF   COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING.   (b) TENANT ACKNOWLEDGES AND AGREES THATTHIS   LEASE CONTAINS PROVISIONS UNDER WHICH LANDLORD MAY ENTER JUDGMENT   BY CONFESSION AGAINST TENANT. BEING FULLY AWARE OF TENANT'S RIGHTS TO   PRIOR NOTICE AND A HEARING ON THE VALIDITY OF ANY JUDGMENT ORIOTHER   CLAIMS THA T MAY BE ASSERTED AGAINST IT BY LANDLORD HEREUNDER BEFORE   JUDGMENT IS ENTERED, TENANT HEREBY FREELY, KNOWINGLY AND   INTELLIGENTLY WAlVES THESE RIGHTS AND EXPRESSLY AGREES AND CO*SENTS   TO LANDLORD'S ENTERING JUDGMENT AGAINST TENANT BY CONFESSION   PURSUANT TO THE TERMS OF THIS LEASE.   51    





 







(iv) If proceedings shall be commenced by Landlord to recover possession   under the Acts of Assembly, either at the end of the Term or any extension thereof or on sooner   termination thereof, Tenant specifically waives the right to the three (3) months notice and/or the   fifteen (15) or thirty (30) days notice required by the Act of AprilS, 1957, No. 20, and agrees that   five (5) days notice shall be sufficient in either or any such case. The right to enter judgment for   possession against Tenant and to enforce any and all of the other provisions oftliis Lease   hereinabove provided for may be exercised by any assignee of Landlord's right, title and interest in   this Lease, in such assignee's own name, notwithstanding the fact that any or all assignrnedts of said.   night, title and interest may not be executed and/or witnessed in accordance with the Act of   Assembly and any and all laws regulating the manner andlor form in which such assignments shall   be executed and witnessed.   (v) Tenant, for itself and on behalf of any and all persons claiming through   or under it( including creditors of all kinds), does hereby waive and surrender all night and privilege   which they or any of them might have under or by reason of any present or future law, to redeem the   Premises or to have a continuance of this Lease for the Tenn, as it may have been extended, after   having been dispossessed or ejected therefrom by process of law or under the terms of this Lease or   after the termination of this Lease as herein provided.   (vi) Neither this Lease nor any rights or privileges hereunder shall be an   asset of Tenant in any bankruptcy, insolvency or reorganization proceeding. If Landlord ishall not   be permitted to terminate this Lease because of the provision of the United States Bankruptcy Code,   Tenant or any trustee for it shall, within fifteen (15) days upon request by Landlord to the   Bankruptcy Court, assume or reject this Lease unless all defaults hereunder shall have been cured,   Landlord shall have been compensated for any monetary loss resulting from such default, and   Landlord shall be provided with reasonably adequate assurance of full and timely performance of   all provisions, terms and conditions of this Lease on the part of Tenant to be performed. Towards   this purpose, Tenant agrees and consents to hereby waive any otherwise applicable stay of   proceedings authorized or ordered by any competent court exercising Jurisdiction over such   proceedings, as such stay would apply to Landlord's exercise of its rights under this Lease.   24.2.6 Upon any termination or of Tenant's right of possession, Tenant shall   immediately become liable to Landlord for all costs Landlord incurs in attempting to relet the   Premises or any part thereof, including, without limitation, broker's commissions, expenses of   cleaning and redecorating the Premises required by the reletting and like costs. In the event of   termination of this Lease or repossession of the Premises after a Default, and provided Tenant has   cooperated with Landlord in surrendering possession of the Premises as required herein after such   termination or repossession, Landlord agrees to use commercially reasonable efforts to mitigate its   damages hereunder, provided that (i) Landlord shall not be obligated to show preference for eletting   the Premises over any other vacant space in the Building; (ii) Landlord shall have the right to divide   the Premises, or to consolidate portions of the Premises with other spaces, in order to facili!ate such   reletting, as Landlord deems appropriate, (iii) Landlord shall not have any obligation to use efforts   other than commercially reasonable efforts under the circumstances to collect rental after any such   52    





 







reletting, (iv) Landlord may relet the whole or any portion of the Premises for any Peri~d, to any   tenant, and for any use and purpose, and upon such terms as it deems appropriate, and may grant any   rental or other lease concessions as it reasonably deems advisable under prevailing market   conditions, including free rent; and (v) Landlord shall be deemed to have satisfied its obligation to   use commercially reasonable efforts to mitigate its damages hereunder by listing the Premises for   lease with a licensed real estate broker which is active in the Cranberry Township commercial   leasing market (including Landlord, any affiliate of Landlord engaged in performing leasing   brokerage services, andlor Landlord's listing agent for the Building) and giving good faith   consideration to proposals received from third parties for the letting of the Premises or any portion   thereof.   25. SUBORDINATION.   25.1 Subject to Section 25.2, below, this Lease and any extensions, renewals, replacements   or modifications thereof are and shall at all times be and remain subject and subordinate to the lien   of any mortgage, deed of trust and all other security documents now or hereafter securing payment   of any indebtedness of Landlord with respect to the Premises, ground lease or underlying lease now   or hereafter in force against the Premises, and to all advances made or hereafter to be made upon the   security thereof and to any increases, renewals, modifications, substitutions, replacements,   consolidations and extensions thereof. Although the foregoing subordination shall be self-   effectuating, Tenant shall execute and return to Landlord any documentation requested by Landlord   consistent with this Section 25 in order to confirm the foregoing subordination, within fifteen (15)   business days after Landlord's written request. In the event any proceedings are brought for   foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust   made by the Landlord covering the Premises, Tenant shall attorn to the purchaser at any such   foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee   as the Landlord under this Lease, provided Tenant is notified of the existence of such purchaser and   title transfer, and such purchaser assumes, either expressly or by operation of law, the obligations   of "Landlord" arising under this Lease after the date title to the Land and Building is transferred to   such purchaser or grantee. Any such mortgagee shall have the right, at any time, to subordinate to   this Lease any instrument to which this Lease is otherwise subordinated by operation of this Section   25.   25.2 Notwithstanding Section 25.1, above, to the contrary, Landlord agrees that the   subordination of this Lease to any future mortgage (or ground lease) shall be conditioned upon the   delivery to Tenant of a "Subordination, Non-Disturbance and Attornment Agreement" ("SNDA")   from such future mortgagee (or ground lessor), on such mortgagee's standard form (subject to   Tenant's commercially reasonable approval), which shall provide, inter ali~ that so long as Tenant   is not in default hereunder (beyond any applicable notice and cure period) and attornsl to such   mortgagee (or ground lessor) or any successor-in-title thereto due to a foreclosure or deed-in-lieu   thereof (or a termination of such ground lease), Tenant's rights under this Lease, including, its right   ..of possession of the Premises, shall not be disturbed in the event of a foreclosure of such mortgage   or deed of trust (or a termination of such ground lease) and containing clauses consistent with those   53    





 







set forth in Section 25.1, above. Landlord shall also obtain an SNDA from its current mortgagee of   the Building (if any), on such mortgagee's standard form (subject to Tenant's commercially   reasonable approval and consistent with the clauses set forth in Section 25.1, above), within sixty   (60) days after final Lease execution at no additional cost to Tenant.   26. SURRENDER OF POSSESSION.   26.1 Upon expiration of the Lease Term, Tenant shall promptly and peacefully surrender   the Premises to Landlord, broom clean and free of all of its furniture, movable fixtures, special   equipment and Alterations (if any) required to be removed pursuant to Section 15.3, above, and   otherwise in as good condition as when received by Tenant from Landlord or as thereafter improved,   reasonable use and wear and tear and damage by insured casualty excepted, all to the reasonable   satisfaction of Landlord. If the Premises are not surrendered as and when aforesaid, and in   accordance with the terms of this Lease, Tenant shall indemnify Landlord against all claims, losses,   costs, expenses (including reasonable attorneys' fees) and liabilities resulting from the delay by   Tenant in so surrendering the same, including any claims made by any succeeding occupant! founded   on such delay,provided that in order to claim indemnification for consequential damages under this   Section (for example, for damages suffered due to termination of a replacement lease or for delay   damages payable to any tenant under a replacement lease, due to late delivery arising by rirtue of   Tenant failure to surrender possession in a timely fashion), Landlord agrees that it shall be required   to provide Tenant with not less than sixty (60) days prior written notice that Landlord has executed   (or is in negotiation to execute) a lease which provides for termination or payment of such delay   damages if Tenant fails to surrender possession of the Premises by a date certain set forth in such   notice (which shall be not less than sixty (60) days after the date of such notice) or upon expiration   of the Term (whichever is later), and identifying with reasonable specificity the amount of such   damages (or such termination right) which will result if Tenant fails to surrender the Premises in a   timely fashion thereafter, or the basis for measuring same. The indemnification set forth in this   Section 26 shall survive termination of this Lease.   26.2 With regard to the removal of any leasehold improvements to the Premises as part of   Tenant's proper surrender of the Premises pursuant to this Section 26, the parties agree as ollows:   If such leasehold improvements constitute Alterations to the Premises within the meaning 0 Article   15 of the Lease, then the provisions of Article 15 shall determine whether Tenant is required to   remove such alterations and restore the Premises to its pre-existing condition as part of such   surrender obligation. If such leasehold improvements were constructed as part of'Landlordls Work,   or otherwise pursuant to Exhibit C of this Lease, Tenant shall not be obligated to remove same and   restore the Premises to its pre-existing condition unless (i) such leasehold improvements are not   standard Class A office improvements, and (ii) Landlord notified Tenant, at the time of its approval   of the Construction Drawings pursuant to Exhibit C, or any applicable change order, that Tenant   would be required to remove such improvements upon surrender of the Premises and restore the   Premises to its pre-existing condition (in which event Tenant, if it elected at such time to Iproceed   with the improvements so designated by Landlord for removal upon surrender, shall remove same   at the time of its surrender pursuant to this Article 26, and restore the affected portions of the   Premises to its pre-existing condition). The foregoing provisions to the contrary notwithstanding,   54    





 







Tenant shall be obligated upon expiration or earlier termination of the Lease Term to remove all   systems furniture or modular furniture (including demountable partitions) installed in the ~remises,   whether as part of Landlord's Work, Tenant's Work, the Furniture Installation, or as an Alteration.   27. NON-WAIVER   Waiver by either party of any breach of any term, covenant or condition herein contained   shall not be deemed to be a waiver of such term, covenant, or condition(s), or any subsequent breach   of the same or any other term, covenant or condition of this Lease. In addition, acceptance of a   . delinquent payment of Rent shall constitute only a cure of the specific payment which is accepted,   and shall not constitute or be construed as a waiver of any other breach of the Lease which is then   outstanding (including any breach of a different provision of the Lease which violation existed prior   to the date such payment is accepted, and which remains outstanding after such Rent payment is   accepted).   28. HOLDOVER   If Tenant shall, without the written consent of Landlord, hold over after the expiration of the   Lease Term (hereinafter, an "unauthorized holdover"), Tenant shall be deemed to be a tenant at   sufferance, which tenancy may be terminated immediately by Landlord as provided by applicable   state law. During any such holdover tenancy, unless Landlord has otherwise agreed inlwriting,   Tenant agrees to pay to Landlord an occupancy charge equal to (A) 125% of the stated monthly Base   Rent for the last full month of the Lease Term then ending, calculated on aper diem basis, for each   day of the first (15t) month of such holdover, (B) 150% of the stated monthly Base Rent for the last   full month of the Lease Term then ending, calculated on aper diem basis, for each day of the second   (2nd) and third (3rd) months of such holdover, (C) 200% of the stated monthly Base Rent for the last   full month of the Lease Term then ending, calculated on aper diem basis, for each day after the first   three (3) months of such holdover, and (D) one hundred percent (100%) of the additional rent which   would have been payable by Tenant for the period of such holdover, calculated on a per diem basis   using the additional rent which had otherwise been payable by Tenant for the last full month of the   Lease Term then ending. Such payments shall be made (in arrears) within ten (10) days after   Landlord's demand, and in no event less often than once per month. In the case of a holdover which   has been consented to by Landlord in writing, Tenant shall be deemed to be a month to month tenant   upon all of the terms and provisions of this Lease, except the monthly Base Rent shall be as agreed   by Landlord and Tenant with respect to such consented holdover. Upon expiration of the Lease   Term as provided herein, Tenant shall not be entitled to any notice to quit, the usual notice to quit   being hereby expressly waived under such circumstances, and Tenant shall surrender the ~remises   on the last day of the Lease Term as provided in Section 26, above. The foregoing described   holdover occupancy charge is in addition to, and not in lieu of, any other claims for damages which   Landlord may have or assert against Tenant in connection with any unauthorized holdover, including   any claims arising out of Tenant's indemnity under Section 26, above, and acceptance of such   occupancy charge(s) shall not be construed as a consent by Landlord to any such holdover ..   55    





 







29. CONDEMNATION.   29.1 Definitions. The terms "eminent domain," "condemnation," and "taken," and the like   in this Section 29 include takings for public or quasi-public use, and sales under threat of   condemnation and private purchases in place of condemnation by any authority authorized to   exercise the power of eminent domain. Any temporary taking for a period in excess of twelve (12)   consecutive months shall be deemed to be a permanent taking within the meaning of this Section 29.   "Taking" shall mean and refer to the acquisition or taking of property (or any right, title or interest   therein) by any governmental or quasi-governmental authority acting under power of condJmnation   or eminent domain, and shall encompass contested as well as uncontested takings as long as btiated   by the applicable governmental or quasi-governmental authority. I   29.2 Taking.   (a) If the whole of the Premises is temporarily taken for a period in excess of   thirty (30) days, or is permanently taken, in either case by virtue of a Taking, this Lease shall   automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay   all Base Rent, additional rent, and other payments up to that date.   (b) If(a) twenty percent (20%) or more of the Premises is permanently taken by   virtue of a Taking, or (b) in the case of a Taking ofless than twenty percent (20%) of the Premises,   Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking,   as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Bui ding or   Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) the parking ratio for the   Building is, by virtue of a Taking of any parking areas serving the Building, permanently ~educed   to a ratio which fails to meet applicable code requirements after taking into account any portion of   the Building taken and any reasonable substitute parking provided by Landlord in lieu ofthe.parking   areas so taken, or the actual parking ratio available to Tenant as required under this Lease after such   Taking is reduced by more than twenty percent (20%) (again taking into account any reasonable   substitute parking provided by Landlord in lieu of the parking areas so taken), then Landlord and   Tenant shall each have the right (to be exercised by written notice to the other within ninety (90)   days after receipt of notice of said taking) to terminate this Lease effective upon the date when   possession of the applicable portion of the Land and/or Building is taken thereunderpursuantto such   Taking.   (c) If neither party elects to terminate this Lease, as aforesaid, then Landlord shall   diligently and within a reasonable time (not to exceed 180 days in the aggregate) after title ests in   the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to   render same into an architectural whole to the extent reasonably practicable, and, if any portion of   the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be reduced (on a per square   foot basis) in proportion to the portion of the Premises taken.   (d) If there is a temporary Taking involving the Premises or Building, or if a   Taking of other portions of the Building or common areas does not deny Tenant access to the   56    





 







Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken   by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined   by Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord   shall, as soon as reasonably practicable thereafter (and in all events within 180 days th~reafter),   repair and restore, at its own expense, the portion not taken so as to render same into an architectural   whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently   taken, then the Base Rent (and Tenant's Share) shall be reduced (on a per square foot Ibasis) in   proportion to the portion of the Premises taken, commencing on the date Tenant is deprived of the   use of such portion of the Premises. If any portion of the Premises was temporarily takenJ then the   Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the   portion of the Premises taken for the period of such temporary taking, that is, from the date upon   which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored   to the use of such portion of the Premises.   29.3 Award. Landlord reserves all rights to damages to the Premises or the Building, or   arising out of the loss of any leasehold interest in the Building or the Premises created hereby,   arising in connection with any partial or entire taking by eminent domain or condemnation. Tenant   hereby assigns to Landlord any right Tenant may have to such damages or award, and Tenant shall   make no claim against Landlord or the condemning authority for damages for termination of   Tenant's leasehold interest or for interference with Tenant's business as a result of such taking. The   foregoing notwithstanding, Tenant shall have the right to claim and recover from the condemning   authority separate compensation for any loss which Tenant may incur for Tenant' s moving expenses,   business interruption or taking of Tenant's personal property (but specifically excluding any   leasehold interest in the Building or the Premises) under the then applicable eminent domain code,   provided that Tenant shall not make any claim that will detract from or diminish any award for   which Landlord may make a claim.   29.4 Mortgagee Rights. Tenant acknowledges that Landlord's right to any condeF,ation   award maybe subject to the rights of Landlord's mortgagee (if any) in and to such award under the   mortgage or deed of trust (if any) which encumbers the Building and the Premises. Accordingly,   Landlord's obligation to repair and restore, as set forth in Section 29, above, shall be subject to the   procedural requirements of Landlord's mortgagee with regard thereto (including any requirement   that such sums be paid to the mortgagee or to a trustee, to be held and disbursed orily upon   Landlord's satisfaction of various disbursement requirements), and the time within which such   obligation must be satisfied shall be adjusted as reasonably necessary to reflect delays occasioned   by the exercise by the mortgagee of such mortgagee's rights. In the event mortgagee applies all or   any portion of an award made to Landlord in whole or partial satisfaction of the amounts doe under   any indebtedness secured by the Project, Landlord's restoration obligation shall continue, but shall   be extended as necessary to account for the need to secure funding of the costs of such restoration.   30. NOTICES.   All notices and demands which may be required or permitted to be given to either   party hereunder shall be in writing, and shall be delivered personally or sent by Uniteh States   57    





 







certified mail, postage prepaid, return receipt requested, or by Federal Express or other reputable   overnight carrier, to the addresses set out in Section 1.8, or by facsimile transmission (with electronic   confirmation of transmission) to the facsimile numbers indicated in Section 1.8, providJd that in   order for a notice by facsimile transmission to be deemed effective, a second copy of such notice   must be sent out on the same date (or as soon thereafter as is reasonably practicable) using one of   the other methods of delivery described above in this Section 30, providedfurther that !my such   facsimile notice shall be deemed given upon electronic confmnation of transmission to the proper   facsimile address; and to such other person or place as each party may from time to time designate   in a notice to the other. Except as provided above with respect to a notice sent via facsimile   transmission, notice shall be deemed given upon the earlier of actual receipt or refusal of delivery.   31. MORTGAGEE PROTECTION.   Tenant agrees to simultaneously give Landlord's mortgagee, by certified mail, return receipt   requested or by Federal Express or other overnight courier, a copy of any notice of default or   termination served upon the Landlord, at such address as Landlord shall notify Tenant of inlwriting,   or as may be set forth in any then applicable SNDA. There is no mortgagee of the Propertyjas of the   date of this Lease. Tenant further agrees that if Landlord shall have failed to cure such default   within the time provided for in this Lease, then the mortgagee(s) and/or trust deed holdens) shall   have (in addition to any additional time periods for cure that may be negotiated within any then   applicable SNDA) a minimum of an additional thirty (30) days within which such mortgagee shall   have the right (but not the obligation) to cure such default, during which time period Tenant shall   not have the right to pursue any claim against Landlord, such mortgagee and/or such trust deed   holder( s), including but not limited to any claim of actual or constructive eviction.   32. COSTS AND ATTORNEYS' FEES .   . In any litigation or arbitration between the parties arising out of this Lease, the prevailing   party shall be entitled to an award from the non-prevailing party of all reasonable expenses,   arbitration, and/or court costs, including reasonable attorneys' fees, incurred by the prevailing party   in connection therewith, and arising out of or in relation to such claim or default, including any such   fees or expenses as are incurred by the prevailing party during any such arbitration, at trial, and/or   on appeal.   33. BROKERS.   33.1 Tenant represents and warrants to Landlord that neither it nor its officers or agents,   nor anyone acting on its behalf, has dealt with any real estate broker other than Grubb I& Ellis   Company ("Tenant's Broker") and TC Northeast Metro, Inc. ("Landlord's Broker") (collectively,   "Broker") in the negotiating or making of this Lease, and Tenant agrees to indemnify rfud hold   Landlord, its agents, employees, partners, directors, shareholders and independent contractors   harmless from all liabilities, costs, demands, judgments, settlements, claims and losses, including   reasonab le attorneys fees and costs, incurred by Landlord' (or such parties) in conjunction with any   58    





 







such claim or claims of any broker or brokers other than Broker claiming to have interested Tenant   in the Building or the Premises or claiming to have caused Tenant to enter into this Lease.   33.2 Landlord represents and warrants to Tenant that neither it nor its officers or agents,   nor anyone acting on its behalf, has dealt with any real estate broker other than Broker in the   negotiating or making of this Lease, and Landlord agrees to indemnify and hold Tenant, its agents,   emp loyees, partners, directors, shareholders and independent contractors harmless from allli~bilities,   costs, demands,judgments, settlements, claims and losses, including reasonable attomeYSlfeeSand   costs, incurred by Tenant (or such parties) in conjunction with any such claim or claims of any   broker or brokers other than Broker claiming to have represented Landlord in connection with this   Lease.   33.3 Landlord shall pay to Broker any leasing commission due Broker in connection with   this Lease and in accordance with, and subject to the terms, covenants and conditions of, a Iseparate   written commission agreement(s), if any, between Landlord and Broker.   34. LANDLORD'S LIABILITY AND DEFAULT.   34.1 No Personal Liability. Anything in this Lease to the contrary notwithstanding,   covenants, undertakings and agreements herein made on the part of the Landlord are Jade and   intended not for the purpose of binding Landlord personally or the assets of Landlord gene~ally, but   are made and intended to bind only the Landlord's interest in the Premises and the Building, as the   same may, from time to time, be encumbered, and no personal liability shall at any time be asserted   or enforceable against Landlord or its stockholders, officers or partners or their respective heirs, legal   representatives, successors and assigns on account of the Lease or on account of any covenant,   undertaking or agreement of Landlord in this Lease. Accordingly, and notwithstanding any other   provisions of this Lease to the contrary, Tenant shall look solely to Landlord's interest in the   Premises and Building, including any net insurance proceeds or net condemnation proceeds ithereof,   and not to any other or separate business or non-business assets of Landlord, or any partner,   shareholder, member, officer or representative of Landlord, for the satisfaction of any claim ~rought   by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition   of this Lease upon Landlord's part to be performed, and as a consequence of such default Tenant   shall recover a money judgment against Landlord, such judgment shall be satisfied only (i) out of   the proceeds of sale received upon levy against the right, title and interest of Landlord in the Project,   (ii) out of net insurance proceeds or net condemnation proceeds payable in respect ofthe Project,   and/or (iii) to the extent not encumbered by a secured creditor, out of the rents or other incomes   receivable by Landlord from the Project.   34.2 Notice and Cure. In no event shall Landlord be in default of this Lease unless Tenant   notifies Landlord (and Landlord's mortgagee) of the precise nature of the alleged breach by   Landlord, and such breach is not cured within thirty (30) days after the date of Landlord ' s (and such   mortgagee's) receipt of such notice (or such longer period as may be set forth herein); provided that   (i) if the alleged breach is of such a nature that it cannot reasonably be cured within such thk (30)   day period, then Landlord shall not be in default if a cure of such breach is commenced within such   59    





 







thirty (30) day period and diligently thereafter prosecuted to completion, and (ii) in the e~ent of an   Emergency, such grace or cure period may be shortened as reasonably necessary given the scope and   nature of the Emergency, provided that such shortened grace or cure period shall only apply to   permit the exercise of Ten ant's self help rights under Section 34.4, below.   34.3 Rights and Remedies - Generally. In the event of a default by Landlord after   expiration of applicable cure periods, Tenant shall be entitled to pursue all rights and temedies   available at law or in equity except as limited by this Lease, and in all events excluding   consequential damages. In addition, in no event shall Tenant have any right to terminate this Lease   by virtue of any uncured default by Landlord, except under circumstances which amount to a   constructive eviction under applicable principles of the law of the state' within which the Premises   is located (and with respect to which Tenant satisfies the requirements for a constructiveleviction   claim under applicable law). Tenant shall use commercially reasonable efforts to mitigate its   damages in the event of any default by Landlord hereunder.   34.4 Tenant's Right to Perform Landlord's Obligations After a Default by Uandlord.   Among other remedies permitted to be exercised by Tenant upon a default by Landlord of its   obligations hereunder after expiration of applicable cure periods established under section 34.2,   above (including any reduced cure period applicable by virtue of an Emergency or the existence of   an Abatement Event), and without waiving or releasing Landlord from any such obligation of   Landlord, Tenant may, but shall not be obligated to, perform any such obligation of Landlord, and   recover from Landlord the reasonable and actual costs incurred by Tenant in performing such   obligation, which shall be payable (together with interest at the Default Rate from the date such   amount was paid by Tenant to the date such amount was repaid by Landlord) within thirty (30) days   after Tenant's written demand to Landlord (and Landlord's mortgagee) accompanied by reasonable   substantiation of the applicable costs. The foregoing right to perform Landlord's obligations shall   only apply after the requisite notice and opportunity to cure has been afforded to Landlord (including   any shortened cure period permitted in cases of Emergency, and in case of an Abatement Event as   provided below) as long as Tenant notifies Landlord of the needed repair or other default as soon as   possible after Tenant learns of its existence. In the case of an interruption in Building services   described in Section 8.5 of this Lease, Tenant may exercise the self-help rights provided for under   this Section 34.4 to cure the systems failure or event giving rise thereto if Landlord does not   commence to take steps to cure same within one (1) business day after Landlord (and Landlord's   mortgagee) are first notified thereof by Tenant, or at any time thereafter fails to pursue such cure in   a commercially reasonable and diligent fashion.   34.5 Enforcement of Final Judgment for Amounts Due and Owing. If Landlord, within   thirty (30) days after the receipt from Tenant of its written demand therefor, fails to reimburse   Tenant for the reasonable costs and expenses of Tenant's exercise of its selfhelp rights hereunder,   Tenant may seek the entry of a judgment against Landlord for the amount thereof, plus interest at   the Default Rate and Tenant's reasonable costs of collection (including reasonable attorney's fees).   If Tenant thereafter obtains a fmal, non-appealable judgment against Landlord, and Landlord fails   to pay the amount thereof within thirty (30) days after the date of such judgment, Tenant shall have   the right, in addition to the execution upon Landlord as and to"the extent permitted under Section   60    





 







34.1, above, to offset the amount of such judgment against the next payments of Base Rent and   additional rent payable by Tenant hereunder.   35. ESTOPPEL CERTIFICATES.   35.1 Tenant shall, from time to time, within twenty (20) days after Landlord's written   request, execute, acknowledge and deliver to Landlord or its designee a written statement stating:   the date the Lease was executed and the date it expires; the date the Tenant entered occupancy of the   Premises; the amount of Base Rent, additional rent and other charges due hereunder and the date to   which such amounts have been paid; that this Lease is in full force and effect and has not been   assigned, modified, supplemented or amended in any way (or specifying the date and terms of any   agreement so affecting this Lease); that this Lease (a complete copy of which, together with all   future amendments or supplements thereto, may be attached to such certificate) represents the entire   agreement between the parties as to this leasing (or identifying any such other agreements); that, to   Tenant's knowledge, all conditions under this Lease to be performed by the Landlord have been   satisfied (or specifying any such conditions that have not been satisfied); that all required   contributions by Landlord to Tenant on account of Tenant's improvements have been received (or   specifying any such contributions that have not been received); that on the date of such certificate   there are no existing defenses or offset which the Tenant has against the enforcement of this Lease   by the Landlord (or specifying any such defenses or offsets); that no Rent has been paid more than   one (1) month in advance (or, ifso, the amount thereot); that no security has been deposited with   Landlord (or, if so, the amount thereot); and/or any other matters evidencing the status of the Lease   as may be required either by a lender or prospective lender with respect to any loan to Landlord   secured or to be secured by a deed of trust or mortgage against the Building, or by a purchaser or   prospective purchaser of the Building, Landlord's interest therein or Landlord's ownership interests.   It is intended that any such statement delivered pursuant to this paragraph may be relied upon by a   prospective purchaser of Landlord 's interest or a mortgagee of Landlord 's interest or assignee of any   mortgage upon Landlord's interest in the Building. If Tenant fails to respond within twenty (20)   days after receipt by Tenant of a written request by Landlord as herein provided, and sudh failure   continues for an additional period of three (3) business days after Landlord sends Tenant a second   written request for such estoppel certificate which indicates on its face that the failure to rcl,pond to   such second request within three (3) business days shall result in Tenant being deemed to have   executed and delivered such certificate in the form tendered by Landlord to Tenant for execution,   then Tenant shall thereupon be deemed to have executed and delivered such certificate in the form   tendered by Landlord to Tenant for execution. . ,   35.2 Landlord shall, from time to time, within twenty (20) days after Tenant's written   request in connection with any bonafide third party transaction in which such certificate is required   by one of the parties, execute, acknowledge and deliver to Tenant or its designee a written statement   stating: the date the Lease was executed and the date it expires; the amount of Base Rent, additional   rent and other charges due hereunder and the date to which such amounts have been paid; that to   Landlord's knowledge (without special investigation), this Lease is in full force and effect and has   not been assigned, modified, supplemented or amended in any way (or specifying the date and terms   of any agreement so affecting this Lease); that this Lease (a complete copy of which, together with   61    





 







all future amendments or supplements thereto, may be attached to such certificate) represents the   entire agreement between the parties as to this leasing (or identifying any such other agreements);   that on the date of such certificate, Landlord has no knowledge (without special investigation) of any   default on the part of Tenant which is then continuing; that no Rent has been paid more than one (1)   month in advance (or, if so, the amount thereof); that no security has been deposited with Landlord   (or, if so, the amount thereof); and/or any other matters evidencing the status of the Lease as may   reasonably be required either by the third party requesting such certification in connection with such   transaction or in connection with any required SEC filing. It is intended that any such statement   delivered pursuant to this paragraph may be relied upon by the parties to whom it is addressed. If   Landlord fails to respond within twenty (20) days after receipt by Landlord of a written request by   Tenant as herein provided, and such failure continues for an additional period of three (3)jbusiness   days after Tenant sends Landlord a second written request for such estoppel certificate which   indicates on its face that the failure to respond to such second request within three (3) business days   shall result in Landlord being deemed to have executed and delivered such certificate in ~e form   tendered by Tenant to Landlord for execution, then Landlord shall thereupon be deemed to have   executed and delivered such certificate in the form tendered by Tenant to Landlord for execution.   36. FINANCIAL STATEMENTS.   (a) Tenant shall within ten (10) days after Landlord's request, which request may not be   made more than once annually, deliver to Landlord, Tenant's quarterly financial statement for its   most recent fiscal quarter and (to the extent not previously delivered by Tenant to Landlord)   Tenant's annual financial statement for its most recent fiscal year, in each case certified to Landlord   as true, correct and complete by Tenant's Chief Financial Officer. Such quarterly and annual   financial statements shall include, at a minimum, a balance sheet, an income statement, and a   statement of change in financial position or sources and uses of cash, together with any   accompanying notes. The certified public accountant preparing any such annual financial statement   shall provide an opinion that such financial statement is complete and materially accurate and that   the same has been prepared in accordance with generally accepted accounting principles con istently   applied.   (b) Notwithstanding Section 36(a) to the contrary, for so long as Guarantor is and   remains a publicly traded company which meets its obligation to file financial statements as part of   its annual and quarterly reporting to the United States Securities and Exchange Commission (the   "SEC"), Tenant's financial reporting obligations under this Section 36 shall be suspentled and   Landlord will during such period obtain copies of the quarterly and annual financial statements filed   by Guarantor with the SEC during the Term of this Lease from public sources.   37. TRANSFER OF LANDLORD'S INTEREST.   In the event of any transfer(s) of Landlord's interest in the Premises or the Building, other   than a transfer for security purposes only, the transferor shall be automatically relieved of~my and   all obligations and liabilities on the part of Landlord accruing from and after the date of such   transfer, but solely to the extent such obligations are assumed by the transferee either expressly or   62    





 







by operation oflaw, and, provided such obligations are assumed (and this Lease, and Tenant's rights   and obligations hereunder, are recognized by the transferee) either expressly or by operation oflaw,   Tenant agrees to attorn to the transferee as Landlord hereunder.   38. RIGHT TO PERFORM.   If Tenant shall fail to perform any other act on its part to be performed hereunder, or shall   fail to make any payment to a third party that causes (or might cause, after the passage of time and   failure to cure) Landlord to be in breach of any mortgage or deed of trust encumbering the Building   Iand/or Project, and such failure is not cured within thirty (30) days after written notice from   Landlord (provided that (i) if the alleged breach is of such a nature that it cannot reasonablyibe cured   within such thirty (30) day period, then Tenant shall not be in default if Tenant commences a cure   within such thirty (30) day period and diligently thereafter prosecutes such cure to completion, and   (ii) in the event of an Emergency, such grace or cure period may be shortened as reasonably   necessary given the scope and nature of the Emergency), Landlord may, but shall not be obligated   to, perform any such obligation of, or make such payment by, Tenant, and to recover from Tenant,   as additional rent hereunder, the reasonable and actual costs incurred by Landlord in performing or   paying such obligation, which costs shall be payable within thirty (30) days after Landlord'~ written   demand thereof accompanied by reasonable substantiation thereof. Landlord shall have (inladdition   to any other right or remedy of Landlord) the same rights and remedies in the event of the   nonpayment of sums due under this Section as in the case of default by Tenant in the payment of   Rent. All sums paid by Landlord and all penalties, interest and costs in connection there I·th, shall   be due and payable by Tenant together with interest thereon at the Default Rate, which shall be   calculated from the date incurred by Landlord until the date of payment.   39. TELECOMMUNICATIONS FACILITIES.   Tenant acknowledges that space on the Building rooftop and in Building risers, equipment   rooms and equipment closets is limited. Tenant shall have the right to select its own provider of   telecommunications services ("Telecommunications Services") to the Premises and to install such   telecommunications equipment and facilities ("Telecommunications Facilities") as are reasonably   necessary to serve Tenant's needs, subject to the terms and limitations of this Section 39 and Section   51, below. If Tenant requires Telecommunication Services for the Premises other than from the   provider or providers of Telecommunication Services selected by Landlord and whose   Telecommunication Facilities are installed in or about the Building or on the rooftop of the Building,   then provision for such alternate or supplemental Telecommunication Services or   Telecommunication Facilities shall be made in a license agreement reasonably acceptable to   Landlord, as provided below. Unless otherwise required by law, and subject to the rights and   provisions established under Section 51 of this Lease, neither Tenant, nor a provider of   Telecommunication Services to Tenant, in the future shall be entitled to locate or install   Telecommunication Facilities in, on or about the Building without (a) first obtaining Landlord's   advance, written consent (given in its reasonable discretion), and (b) the advance execution by   Landlord and Tenant of a satisfactory agreement granting a license to Tenant for such purposes and   setting forth the scope, the additional rent, if any, royalties and the other terms and conditions of that   63    





 







license, and (c) Tenant negotiating and obtaining the right, if any is required, to bpg such   Telecommunication Facilities across public or private property to an approved entry point to the   Building; provided that the foregoing requirements in clauses 9(a) - (c) shall not lapPly to   replacement Telecommunications Facilities sought to be installed by Tenant from a previously   approved provider (or by such provider) unless it would require a modification of the easement rights   described in clause (c). The agreement referred to in clause (b) of the previous sentence shall be   incorporated in and become part of this Lease. Any future application by Tenant for permission to   locate or install Telecommunication Facilities shall (1) be in such form and shall be accompanied   by such supporting information as the Landlord may reasonably require, (2) be subjecf to such   procedures, regulations and controls as the Landlord may reasonably specify and (3) be accompanied   by such payment as the Landlord may reasonably request to reimburse Landlord for its costs of   evaluating and processing the application and in negotiating and preparing the agreement described   earlier in this subparagraph. In no event may Tenant utilize, for its Telecommunications Facilities   and connections, a greater percentage of the space provided for in the Building's conduit and risers,   and on the roof of the Building, than is proportionate to Tenant's Share of the Building.   40. SALES AND AUCTIONS.   Tenant may not display or sell merchandise outside the exterior walls and doorways of the   Premises and may not use such areas for storage. Tenant agrees not to install any exterior ighting,   amplifiers or similar devices in or about the Premises. Tenant shall not conduct or permit to be   conducted any sale by auction in, upon or from the Premises whether said auction be voluntary,   involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy   or other insolvency proceedings.   41. NO ACCESS TO ROOF.   Except as and solely to the extent expressly set forth in Section 51 of this Lease, Tenant shall   have no right of access to the roof of the Premises or the Building and shall not install, repair or   replace any aerial, fan, air conditioner or other device on the roof of the Premises or the Building   without the prior written consent of Landlord.   42. SECURITY.   42.1 Tenant hereby agrees to the exercise by Landlord and its agents and employees,   within their sole discretion, of such security measures as Landlord deems necessary for the Building,   provided that such security measures shall not interfere with Tenant's access to and use of the   Premises 24 hours per day, 7 days per week, during the Term of this Lease (it being agreed that the   installation and operation of a security system limiting entry to the Building during non-business   hours to persons in possession of a security key card or with authorization by Tenant or Ilandlord   to enter the Building shall not constitute "interference" within the meaning of this Section 42).   Landlord agrees to install a base building card reader security system as part of the Base Building   Improvements, as more fully set forth in Exhibit C to this Lease, and to provide through alsecurity   service contract for the operation of such card reader entry system for the Building during the term   64    





 







of this Lease. Any additional card entry system (for example, for the Premises) shall be Tenant's   responsibility. Other than installing and providing contractually for the operation of a card reader   entry system for the Building, Landlord has no duty or obligation to provide security services in, on   or around the Premises, Land or Building, and under no circumstances shall Landlord be responsible   for, nor deemed a guarantor of, the security or other protection for Tenant or Tenant's Agents or   property in, on or about the Premises, Land or Building. All security services provided by Landlord   will be included as part of Operating Costs under Article 9 of this Lease.   42.2 Tenant may install a security system within the Premises, provided such system and   its installation (i) shall be subject to Landlord's prior written approval, which shall not be   unreasonably withheld (provided it shall not be unreasonable for Landlord to deny consent to any   system which is not compatible with the Building's overall security and fire safety and life safety   systems), (ii) shall be in accordance with all applicable Governmental Requirements (iii) shall be   performed at Tenant's sole expense, and shall otherwise be installed in accordance with the   provisions governing Alterations under this Lease or the provisions governing installation of the   Tenant Improvements under Exhibit C hereto.   43. AUTHORlTY OF PARTIES.   43.1 Tenant hereby represents and warrants that it has been duly authorized to execute and   deliver this Lease, and that this Lease is binding upon Tenant.   43.2 Landlord hereby represents and warrants that it has been duly authorized to execute   and deliver this Lease, and that this Lease is binding upon Landlord.   44. NO ACCORD OR SATISFACTION.   No payment by Tenant or receipt by Landlord of a lesser amount than the Rent and other   sums due hereunder shall be deemed to be other than on account of the earliest rent or other sums   due, nor shall any endorsement or statement on any check or accompanying any check or payment   be deemed an accord and satisfaction; and Landlord may accept such check or payment without   prejudice to Landlord's right to recover the balance of such Rent or other sum and to pursue any   other remedy provided in this Lease.   45. [INTENTIONALLY DELETED]   46. PARKING.   Tenant shall have the right to park in the Building parking facilities in common with other   tenants of the Building upon such terms and conditions as may be established by Landlord mom time   to time during the term of this Lease, but without charge. Tenant agrees not to overbJden the   parking facilities and agrees to cooperate with Landlord and other tenants in use of thejParking   facilities. For purposes of determining whether Tenant is overburdening the Building's parking   facilities, Tenant shall be deemed to have (and Landlord agrees, subject only to the provisions of   65    





 







Section 29.2(b), to provide at all times during the Lease Term) a parking allocation of five (5)   parking spaces for each 1,000 square feet of rentable area for the Premises initially leased hereunder   (and Landlord agrees that in providing parking allocations to other tenants or occupants of the   Project, Landlord will not allocate, in the aggregate, more parking spaces than exist for tHebenefit   of the Project taking into account Tenant's parking allocation hereunder). Landlord shaul have the   absolute right (i) to allocate and assign parking spaces among some or all of the tenants of the   Building (and Tenant shall comply with any such parking assignments), (ii) to reconfigure, relocate   and!or expand or modify the parking area, and (iii) to modify the existing ingress to and egress from   the parking area as Landlord shall deem appropriate, as long as access to such area is maintained   after such modification is completed and spaces are made available to Tenant for Tenant's use that   satisfy Tenant's parking allocation. In no event will any of the foregoing rights be exercised in a   manner which would reduce Tenant's parking allocation below that set forth above, nor to reduce   the parking available to all space in the Project that is not initially leased to Tenant pursuant to this   Lease below that required by applicable codes and legal requirements. Landlord agrees (i) to   provide, as part of the parking facilities serving the Building, approximately 591 parking spaces, and   in all events a minimum number of parking spaces sufficient to satisfy Tenant's parking allocation   hereunder, and (ii) that it will not grant to other tenants of the Building a parking allocation which,   when combined with the parking allocation granted to Tenantherein, would exceed the total number   of parking spaces in the Building's parking facilities. In the event of any reduction in the square   footage of the Premises leased hereunder (for example, pursuant to Landlord's exercise of its right   of recapture under Article 21), such reduction shall give rise to a pro rata reduction of Tenant's   parking allocation hereunder at the 5 spaces per 1,000 square feet of rentab le area parking ratio   described above. In the event of any expansion of the Premises pursuant to this Lease, Tenant will   be allocated, for the applicable expansion space, a pro rata share of the remaining parking spaces   available in the Building's parking facilities relative to other space in the Building (but excluding   the Premises as initially leased pursuant hereto, and the parking spaces allocated to tlie initial   Premises hereunder).   47. GENERAL PROVISIONS.   47.1 Acceptance. The delivery of any draft of this Lease, including a so-called "execution   draft," shall not constitute an offer of any kind, and this Lease shall only become effective and   binding upon full execution hereof by Landlord and Tenant, and delivery of a signed Icopy by   Landlord to Tenant.   47.2 Joint Obligation. If there shall be more than one Tenant, the obligations hereunder   imposed shall be joint and several.   47.3 Marginal Headings. Etc. The marginal headings, Table of Contents, lease summary   sheet and titles to the sections of this Lease are not a part of the Lease and shall have no effect upon   the construction or interpretation of any part hereof   66    





 







47.4 Choice of Law. This Lease shall be governed by and construed in accordance with   the laws of the State of Pennsylvania (without regard to the choice of law and/or conflict oflaw   principles applicable in Pennsylvania).   47.5 Successors and Assigns. The covenants and conditions herein contained, subject to   the provisions as to assignment, inure to and bind the heirs, successors, executors, administrators and   assigns of the parties hereto.   47.6 Recordation. Except to the extent otherwise required by law, neither Landlord nor   Tenant shall record this Lease, but a short-form memorandum hereof may be recorded at the request   of either party, provided (i) such short form shall be subject to the reasonable approval of Landlord,   and shall contain no information other than what is statutorily required in order to record a short   form memorandum of lease, (ii) the party requesting such recordation shall pay all costs, expenses   and recordation taxes associated therewith, and (iii) if recorded, each party covenants to execute and   acknowledge (A) a valid release of such memorandum, in recordable form, effective upon the   expiration, or earlier termination, of this Lease (and which may thereupon be recorded by Landlord),   and (B) an amendment to such memorandum, in recordable form, upon any amendment to this Lease   which renders any information set forth within the original memorandum incorrect in any material   respect (and which may thereupon be recorded by Landlord).   47.7 Quiet Possession. So Longas Tenant is not in default of this Lease (after giving effect   to applicable notice, grace and/or cure periods), Tenant shall have quiet possession of the Premises   for the Lease Term hereof, free from any disturbance or molestation by Landlord, or anyone   claiming by, through or under Landlord, but in all events subject to all the provisions of this Lease.   47.8 Inability to Perform; Force Majeure. This Lease and the obligations of the parties   hereunder shall not be affected or impaired because the other party is unable to fulfill any of its   obligations hereunder (or is delayed in doing so) to the extent such inability or delay is caused by   reason of war, civil unrest, strike, labor troubles, unusually inclement weather, unusual governmental   delays, inability to procure services or materials despite reasonable efforts, fire or other casualty, acts   of God, or any other cause( s) beyond the reasonable control of such party (which causes are referred   to collectively herein as "Force Majeure'), provided (i) in no event shall any monetary obligations,   including without limitation the Tenant's obligation to pay Base Rent or additional rent, be ex-tended   due to Force Majeure, (ii) in no event shall financial inability constitute a cause beyond the   reasonable control of a party, and (iii) in order for any party hereto to claim the benefit of a delay   due to Force Majeure, such party shall be required to use reasonable efforts to minimize the extent   and duration of such delay, and to notify the other party of the existence and nature of the cause of   such delay within a reasonable time after the such delay first commences. Except as limited by the   foregoing clauses (i) - (iii), any time specified non-monetary obligation of a party in this Lease shall   be extended one day for each day of delay suffered by such party as a result of the occurrence of any   Force Majeure.   67    





 







47.9 Partial Invalidity. Any provision of this Lease which shall prove to be invalid, void;   or illegal shall in no way affect, impair or invalidate any other provision hereof and such other   provision( s) shall remain in full force and effect.   47.10 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive   but shall, whenever possible, be cumulative with all other remedies at law or in equity.   47.11 Entire Agreement. This Lease contains the entire agreement of the parties hereto and   no representations, inducements, promises, or agreements, oral or otherwise, between the parties,   not embodied herein, shall be of any force or effect, and any such representations, inducements,   promises, and agreements are hereby merged herein.   47.12 Survival. All indemnities set forth in this Lease shall survive the expiration or earlier   termination of this Lease.   47.13 Consents. If any provision of this Lease subjects any action, inaction, activity or   other right or obligation of Tenant to the prior consent or approval of Landlord, Landlord' shall be   deemed to have the right to exercise its sole and unfettered discretion in determining whether to   grant or deny such consent or approval, unless the provision in question states that Landlord's   consent or approval "shall not be unreasonably withheld," in which event Landlord's consent shall   be subject to Landlord's reasonable discretion.   47.14 Saving Clause. In the event (but solely to the extent) the limitations on Landlord's   liability set forth in Section 8.3 of this Lease would be held to be unenforceable or void in the   absence of a modification holding the Landlord liable to Tenant orto another person for injury, loss,   damage or liability arising from Landlord's omission, fault; negligence or other misconduct on or   about the Premises, or other areas of the Building appurtenant thereto or used in connection   therewith and not under Tenant's exclusive control, then such provision shall be deemed modified   as and to the extent (but solely to the extent) necessary to render such provision enforceable under   applicable law. The foregoing shall not affect the application of Section 34 of this Lease to limit the   assets available for execution of any claim against Landlord.   47.15 Reservation. Nothing herein set forth shall be deemed or construed to restrict   Landlord from making any modifications to any of the common areas serving the Project, Building   and/or the Premises as of the date of execution hereof, and Landlord expressly reserves the right to   make any modifications to such areas as Landlord may deem appropriate, including but no limited   to, the addition or deletion of temporary and/or permanent improvements therein, anp;or the   conversion of areas now dedicated for the non-exclusive common use oftenants (includingITenant)   to the exclusive use of one (1) or more tenants or licensees within the Building,providedliandlord   shall not exercise its rights under this Section 47.15 in a manner which will materially and adversely   affect Tenant's access to, or use or enjoyment of, the Premises, nor which will materially modify the   design and presence of the primary front entrance arid rear employee entrances to the Premises as   reflected in the Base Building Plans (as defined in Exhibit C). Tenant shall not have any approval   68    





 







rights in connection with any such modifications or improvements to the Project. Any modifications   to the parking areas serving the Premises will be subject to the terms of section 46, above.   47.16 Keys. Tenant shall provide Landlord with a master key and/or key cards or entry   devices for all locks and security devices providing access to the Premises and any locked areas   therein (including promptly upon any change or additions in such locks and/or security devices).   47.17 [Intentionally Deleted]   47.18 Certain Terminology.   A. The terms "herein", "hereunder", "hereinbelow", "above" and/or "below", and   any terms of like import, shall be interpreted to mean this Lease as a whole, and not merely the   Section, paragraph or subparagraph within which such term is set forth.   B. As used in those provisions of this Lease where Tenant is agreeing to assume   responsibility for certain conduct, actions and/or omissions of "Tenant," the term "Tenant" shall be   construed to mean Tenant, and Tenant's agents, employees, contractors, subcontractors, assignees,   sublessees, licensees and, while within the Premises, invitees and business visitors.   C. The term "Emergency" shall mean and refer to any situation or circumstance   where there is an immediate or imminent risk of injury or death to persons or damage to property   unless immediate action is taken to address such situation or circumstances, as determined by the   party invoking such term in good faith .   . 47.19 Interpretation. If any party to this Lease is made up of more than one person or entity,   then all such persons and entities shall be included jointly and severally, even though the defined   term for such party is used in the singular in this Lease. If any time period under this Lease ends on   a day other than a business day, then the time period shall be extended until the next business day.   This Lease shall be construed without regard to any presumption or other rule requiring construction   against the party causing this Lease to be drafted. If any words or phrases in this Lease shall have   been stricken out or otherwise eliminated, regardless of whether any other words or phrases have   been added, this Lease shall be construed as if the words or phrases so stricken out or otherwise   eliminated were never included in this Lease and no implication or inference shall be dram from   the fact that such words or phrases were so stricken out or otherwise eliminated. All references in   this Lease to "the date of this Lease" shall be deemed to refer to that date of final execution and   delivery of this Lease by Landlord and Tenant.   47.20 Counterparts. This Lease may be executed in separate counterparts. It shall be fully   executed when each party whose signature is required has signed at least one counterpart even   though no one counterpart contains the signatures of all of the parties to this Lease.   47.21 Publicity. No press release or other publicity regarding this Lease shall be permitted   without the mutual and reasonable consent of both Landlord and Tenant.   69    





 







48. [INTENTIONALLY DELETED]   49. WAIVER OF JURy TRIAL.   LANDLORD AND TENANT HEREBYW AIVE TRIAL BY JURY IN ANY ACTION,   PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE   OTHER ON ALL MATTERS ARISING OUT OF TIDS LEASE, OR THE US~ AND   OCCUP ANCY OF THE PREMISES. IF LANDLORD COMMENCES ANY SUMMARY   PROCEEDING FOR NON-PAYMENT OF RENT, TENANT WILL NOT INTERPOSE (AND   WAIVES THE RIGHT TO INTERPOSE) ANY NON-MANDATORY (I.E., NON-   COMPULSORy) COUNTERCLAIM IN ANY SUCH PROCEEDING, PROVIDED THAT   (I) TENANT WILL NOT BE DEEMED TO HAVE WAIVED THE RIGHT TO AlSSERT   ANY SUCH NON-MANDATORY COUNTERCLAIM AS A DIRECT CLAIM AGAINST   LANDLORD PROVIDED THE SAME IS ASSERTED IN A SEPARATE AlCTION   AGAINST LANDLORD AND IS NOT JOINED IN THE SUMMARY PROCEEDING, (II)   TENANT SHALL HAVE THE RIGHT TO ASSERT ANY COMPULSORY   COUNTERCLAIM IN SUCH SUMMARYPROCEEDING,AND(III) TENANTWIlLLNOT   BE DEEMED TO HAVE WAIVED ITS RIGHT TO ASSERT ANY DEFENSES,   INCLUDING AFFIRMATIVE DEFENSES, AGAINST LANDLORD IN SUCH SUMMARY   PROCEEDING.   50. RENEWAL OPTION   A. General. Provided that both at the time of the exercise of the option hereinafter set   forth and at the time of commencement of the Renewal Term (as hereinafter defined) this Lease is   in full force and effect, Tenant is not then in default of any of its obligations under this Lease (after   expiration of applicable notice and cure periods, if any), Tenant is hereby granted the option to renew   the Lease Term for two (2) additional consecutive period( s) of sixty (60) months each (the first such   renewal term, the "First Renewal Term", the second such renewal term, the "Second Renewal   Term", and each or both, as the context requires, a ''Renewal Term"), the First Renewal Term to   commence at the expiration of the initial Lease Term, and the Second Renewal Term to commence   at the expiration of the First Renewal Term. Tenant shall exercise its option to renew by delivering   notice of such election (the "Renewal Notice") to Landlord not less than nine (9) months prior to the   expiration of the Initial Term, as to the First Renewal Term, and not less than nine (9) months prior   to the expiration of the First Renewal Term, as to the Second Renewal Teim,provided that in those   instances where a renewal option is exercised more than one (1) year prior to the commencement   of the applicable Renewal Term, the determination ofFMR (defined herein) will be deferred until   nine (9) months prior to the commencement of such Renewal Term unless otherwise agree to the   contrary by Landlord and Tenant. In the event that Landlord does not receive the applicable   Renewal Notice prior to the expiration of such time period (time being of the essence withlrespect   thereto), then such option to renew the Lease Term (and any and all subsequent options to renew the   Lease Term) shall, upon the expiration of such time period, become null and void and be of no   further force or effect and Tenant shall, at the request of Landlord, execute an instrument in form and   substance acceptable to Landlord confirming such facts,   70    





 







B. Terms. Each Renewal Term shall be upon the same terms and conditions of this   Lease except that (a) the Base Rent during each such Renewal Term shall be at such annual Irate and   escalations as may be determined by the agreement of Landlord and Tenant or, if Landlord and   Tenant are unable to reach agreement within thirty (30) days after the date of the applicable fenewal   Notice, and Tenant does not elect on or before the thirtieth (30th) day after the date of the applicable   Renewal Notice to rescind such Renewal Notice (and, thereby, its election to exercise such Renewal   Option) by written notice to Landlord, then at an annual rate equal to the greater of (i) 100% the   annual fair market rental and annual escalation rate ("FMR") for space comparable to the R1remises   for the applicable Renewal Term as determined by the Three Broker Method set forth in, and the   other standards described in, Section 50.C of this Lease, or (ii) the then fully escalated Rent then in   effect as of the end of the Initial Term or Renewal Term then ending, as applicable; (b) fue Real   Estate Tax Base Year and Operating Costs Base Year shall be reset as provided in clause'C.(vii),   below , (c) Tenant shall have no option to renew the Lease Term beyond the expiration of the Second   Renewal Term; and (d) the Premises shall be delivered in their existing condition (on an "as is"   basis) at the time the applicable Renewal Term commences. Any renewal of the Term of this Lease   shall be for not less than all of the Premises.   C. Three Broker Method., If the parties are otherwise unable to agree upon the MR for   comparable space, said rental rate shall be determined by arbitration in the following manner:   (i) Landlord and Tenant shall each appoint one broker who be licensed in the State   of Pennsylvania as a "Broker" and shall have been active over the five (5) year period ending on the   date of the Renewal Notice in the leasing of comparable office properties within the Butler   County/Cranberry Woods office market (the "Applicable Submarket"). Each such broker shall be   appointed within ten (10) days after the expiration of the thirty (30) day negotiation period described   in Section 50.B, above.   (ii) The two brokers so appointed shall, within ten (10) days of the date of the   appointment of the last appointed arbitrator, agree upon and appoint a third arbitrator who shall be   qualified based upon the same criteria set forth hereinabove for the qualification of the initial two   brokers, except that the third broker shall be completely independent of both Landlord and Tenant.   (iii) Landlord's designated broker and Tenant's designated broker shall, within ten   (10) business days of the appointment of the third broker, each make a presentation to such third   broker of each such broker's respective evaluation of the appropriate FMR for comparable space   being leased by tenants under lease renewals in similar quality office buildings within the Applicable   Submarket, using such standards and comparables for making such determination in connection with   a lease renewal as such brokers deem appropriate under the circumstances, including tenant   improvement allowances, brokerage commissions, rent abatements, and other concessions being   offered in the marketplace as ofthe time of such Renewal Notice, any modifications to the Ba~eYear   or any other Lease terms provided for in this Section 50, as well as any other benefits and detriments   to Landlord or Tenant derived from such renewal transaction.   71    





 







· (iv) Within ten (10) days after the presentations described in clause (iii), above, the   third broker shall determine, under the so-called baseball method, which presentation most closely   approximated the appropriate FMR for comparable space being leased by tenants under lease   renewals in similar quality office buildings within the Applicable Submarket, and such presentation   shall constitute the FMR for all purposes of this Section 50. The decision of the third broker shall   be binding upon Landlord and Tenant. In the event the FMR   (v) If either Landlord or Tenant fails to appoint a broker within the time period   specified in subparagraph (i) hereinabove, the broker appointed by one of them shall reach a decision   and notify Landlord and Tenant thereof, and such broker's decision shall be binding upon Landlord   and Tenant.   (vi) The cost of arbitration shall be paid by Landlord and Tenant equally.   (vii) In determining the Base Rent payable during (and the annual escalation rate   applicable to) any Lease Year of a Renewal Term, the parties agree that the Base Year for Operating   Costs and Real Estate Taxes shall be revised to coincide with the first full year of the applicable   Renewal Term. In no event shall the Base Rent determined for the First Renewal Term under this   Section 50 be less than the fully escalated Rent in effect for the Initial Term nor shall the Base Rent   determined for the Second Renewal Term under this Section 50 be less than the fully escalated Rent   in effect for the First Renewal Term.   D. New Lease After Renewal Term Except for the renewal options set forth above in   this Section 50, this Lease may only be extended beyond the Lease Expiration Date by the parties   executing a new lease on Landlord's then current lease form or by an extension agreement signed   by both parties making specific reference to this Lease. No proposals, offers, correspondence, or the   like shall be legally binding upon Landlord unless and until the terms thereof are incorporated in   either a new lease or a formal amendment to this Lease as provided in this subsection.   51. ROOF RIGHTS.   51.1 Generally. Subject to (i)· compliance with all applicable Governmental   Requirements, (ii) compliance with any covenants, conditions and restrictions applicable to the   Building, if any, (iii) compliance with Section 39, above, and (iv) subjectto Landlord's prior written   consent, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant shall   have the right of access to and the non-exclusive use of the roof of the Building for the installation   of telecommunications equipment which are integrated with Tenant's operations from the Premises,   including a satellite dish notto exceed thirty-six inches (36") in diameter, and any other equipment   which is approved by Landlord, which approval shall not be unreasonably withheld, consistent with   the other standards set forth in this Section 51 (Tenant's "Roof Use"); provided further (A) that such   installation and the Roof Use shall not void any roof or other warranty applicable to the BFlding,   (B) that all such installations shall be located and screened in a manner mutually acceptable to both   Landlord and Tenant in their reasonable discretion, (C) so long as Tenant is the sole occupant of the.   Building, Tenant's right to use the roof of the such individual building for telecommuni.cations   72    





 







purposes shall be exclusive, and CD) in all events, Tenant shall be entitled to use Tenant's Share of   that portion of roo f which is permitted to be used by tenants of the Building for roof use purposes,   including for such items as supplemental air-conditioning equipment and the like. Tenant shall not   be obligated to pay any rental for Tenant's Roof Use (except for any Operating Costs associated   therewith, to the extent payable under Section 9 of this Lease). No item of Tenant's equipment   installed as part of Tenant's Roof Use shall cause interference with the operation of similar   communications equipment of other tenants or service providers which equipment was installed on   the roof prior to the installation of the relevant item of Tenant's equipment (provided Landlord   acknowledges that (i) as set forth in Section 51.6, below, Tenant's roof equipment, if any, will be   the first such equipment placed on the roof, and (ii) as set forth previously in this Section 51.1, as   long as Tenant is the sole occupant of the rentable area of the Building, Tenant's right to uselthe roof   for the purposes described in this Section 51 shall be exclusive). Landlord agrees to similarly   enforce such provisions against other roof-top users, if any.   51.2 Insurance Premiums. If the rate of any insurance carried by Landlord is   increased as a result of Tenant' s Roof Use, then Tenant will pay to Landlord within thirty (30) days   after Landlord delivers to Tenant a certified statement from Landlord's insurance carrier stating that   the rate increase was caused by Tenant's Roof Use, a sum equal to the difference between the   original premium and the increased premium resulting from the Roof Use.   51.3 No Representations. Landlord has not made any representations or promises   pertaining to the suitability of the Building's rooftop for the Roof Use. Tenant, for the purpose of   this paragraph and its right to rooftop access hereunder, accepts the rooftop in its "as is" condition.   51.4 Compliance with Legal Requirements. Tenant will obtain prior to installation,   any and all necessary licenses, approvals, permits, etc., necessary for the installation, maintenance   and use of any equipment installed pursuant to this Section 51. Tenant's Roof Use shall not in any   way conflict with any applicable Governmental Requirements now in force or which may hereafter   be enacted. The Tenant will, at its sole cost and expense, promptly comply or ensure that the Roof   Use complies with all Governmental Requirements or requirements of any board of fire insurance   underwriters or other similar bodies now or hereafter constituted relating to or affecting Tenant's   Roof Use. Tenant shall indemnify and hold Landlord harmless from and against any and all loss,   cost (including reasonable attorney's fees incurred ill defending Landlord), damage or liability   arising out of any violations of said Governmental Requirements.   51.5 Additional Covenants. Tenant's Roof Use shall be exercised: (1) in such   manner as will not create any hazardous condition or interfere with or impair the operation of the   heating, ventilation, air conditioning, plumbing, electrical, fire protection, life safety, public tilities   or other systems or facilities in the Building; (2) in such a manner as will not directly or indirectly   interfere with, delay, restrict or impose any expense, work or obligation upon Landlord in the use   or operation of the Building; (3) at Tenant's cost, including the cost of repairing all damage to the   Building and any personal injury and!or property damage attributable to the installation, inspection,   adjustment, maintenance, removal or replacement of any equipment or apparatus on the roofs   approved or installed hereunder, all of which shall be Tenant's responsibility; and (4) in a manner   73    





 







which will not void or invalidate any roof warranty then in effect with respect to the roof of the   Building. Tenant shall maintain any equipment installed by it on the roof pursuant to this Section   51 in good condition and repair, and will remove same and restore the Building to its pre-existing   condition upon the expiration or earlier termination of this Lease. Tenant's Roof Use shall be used   solely in the ordinary course of Ten ant's business operations and Tenant may not sublease, license   or otherwise permit third parties to establish communications transmission facilities as part of   Tenant's Roof Use.   51.6 Non-Interference. Landlord acknowledges that Tenant's initial roof   equipment will be the first equipment installed on the roof of the Building, and Landlord agrees that   it shall not grant to any subsequent Building tenant, if any, the right to operate communications   equipment or antennae on the roof in a manner that interferes with the operation of any roof devices   or equipment installed prior to such date by Tenant pursuant to this Section 51. However, Landlord   shall not be responsible for any frequency interference which occurs between the Tenant's roof   equipment and any similar equipment operated by other tenants of the Building on the roof (or   elsewhere) to the extent such other tenant's equipment was installed on the roof (or elsewhere) prior   to the date Tenant's equipment was installed (i.e., with respect to equipment installed in the future   by Tenant after another tenant of the Building, if any, has installed roof equipment o1iherwise   allowed hereunder), provided Landlord shall not grant any other tenant rights or access to ~e roof   for similar communications equipment if such rights or access would (i)result in blockage of the line   of sight approved for Tenant's initial installation of its roof equipment, or (ii) interfere with the   ability of Tenant' s roof equipment to perform properly. Any dispute regarding the matters set forth   in this Section 51.6 shall be referred to an independent engineer selected by Landlord, but reasonably   approved by Tenant, for final determination.   52. EXPANSION OPTIONS.   52.1 Generally.   52.1.1 This Article 52 sets forth three (3) expansion options in favor ofTenantwithin   the Building, which are hereinafter referred to collectively as Tenant's "Expansion Options". In   addition, Section 52.5, establishes an additional expansion option in favor of Tenant that relates to   certain parcels contiguous to the Land, which is intended to be established under an Option   Agreement to be negotiated in the future between Landlord, Tenant and Mine Safety Appliances,   Inc. ("MSA") in accordance with the business terms and parameters reflected in Exhibit E hereto and   made a part hereofby this reference. Tenant shall be entitled to exercise its Expansion Options only   at such time(s) as (i) the Lease is in full force and effect, (ii) Tenant is not then in Default of any of   its obligations under this Lease (after expiration of applicable notice and cure periods, if any), (ill)   Tenant and/or any affiliate of Tenant ("Tenant Affiliate") is occupying the entire rentable square   footage initially leased hereunder at the time of such exercise, and (iv) Tenant is exercising such   Expansion Option for its own use and occupancy (and/or that of a Tenant Affiliate). The first   Expansion Option is a specific expansion option for approximately 10,000 square feet of rentable   area contiguous to the Premises, to be designated by Landlord at the time of Tenant's exercise of   such expansion option and made available by Landlord to Tenant no later than the last day of the   74    





 







twelfth (12th) month of the Lease Term, all as more fully set forth in Section 52.2, below. The   second Expansion Option is a right of first offer applicable to vacant space within the Building   during the initial Lease Term, all as more fully set forth in Section 52.3, below. The third Expansion   Option is a right of first refusal applicable to vacant space within the Building during the first   twenty- four (24) months of the initial Lease Term, all as more fully set forth in Section 52.4, below   52.1.2 All rights created under this Section 52 are personal to Tenant, and shall not   inure to the benefit of any sublessee or assignee of Tenant (other than a Tenant Affiliate or a   permitted assignee pursuant to Section 21.4 of this Lease), but rather, shall be deemed null and void   and of no further legal force and effect immediately upon any assignment of this Lease other than   as permitted as a matter of right pursuant to Section 21.4, above. In no event shall Tenant have the   right to exercise any Expansion Option on behalf of a subtenant, assignee or other third party other   than a Tenant Affiliate,   52.1.3 Time is of the essence of all provisions of this Section 52.   52.2 Prime Expansion Option.   52.2.1 Subject to the terms and provisions of this Article 52, Tenant is hereby granted   the option (the "Prime Expansion Option"), exercisable by Tenant on or before 5:00 p.m. EST on   the last day of the sixth (6th) full calendar month of the Lease Term (the "Prime Expansion Exercise   Deadline"), and upon not less than six (6) months prior written notice to Landlord, to lease up to   approximately 10,000 rentable square feet of space in the Building (the "Prime Expansion Space")   for an initial term coinciding with the balance of the Initial Term (the "Prime Expansion [l'erm").   The "Prime Expansion Space" shall be a space designated by Landlord that is located contiguous   to the Premises (on the same floor of the Building) consisting of approximately 10,000 rentable   square feet (Plus or minus five percent (5%», and will be available for delivery to Tenant within six   (6) months after the Prime Expansion Option Notice (defined below). Tenant shall exercise the   Prime Expansion Option by delivering a written notice to Landlord (the "Prime Expansion Exercise   Notice") on or before the Prime Expansion Exercise Deadline (i) stating Tenant's unqualified   election to exercise the Prime Expansion Option, (ii) designating the portion (up to the whole) of the   Prime Expansion Space that Tenant is electing to lease (which designation shall be subject to   Landlord's reasonable consent, and which shall be deemed to constitute the "Prime Expansion   Space" once such designation is approved by Landlord), and (iii) shall attach a proposed space plan   for the portion of the Prime Expansion Space so designated by Tenant. Landlord shall approve   Tenant's designation ofless than all of the original Prime Expansion Space so long as the balance   remaining after such designation constitutes Independently Leasable Space within the meaning of   this Lease. The date upon which Landlord delivers possession of the Prime Expansion Space to   Tenant in the condition contemplated under Section 52.2.2, below, is referred to herein as the "Prime   Expansion Date".   52.2.2 Any leasehold created pursuant to Tenant's exercise of the Prime Expansion   Option shall be upon substantially the same terms and conditions as this Lease, including the then   current annual Base Rent per square foot of rentable area, the Operating Costs Base Year, the Real   75    





 







Estate Tax Base Year, and the Lease Expiration Date; and the following additional provisions shall   be applicable: (i) the Prime Expansion Term shall by its terms expire on the Lease Expiration Date   so that the Prime Expansion Term and the Initial Term of this Lease coincide, (ii) from and after the   Prime Expansion Date, the Premises shall be deemed to include the Prime Expansion Space; (Hi)   Tenant's Share shall be modified to include the applicable percentage of the Building allocable to   the Prime Expansion Space; (iv) Article 9 and 10 of this Lease shall be deemed amended mutatis   mutandis to provide that Tenant will pay Expense Increases and Tax Increases with respect to the   Prime Expansion Space on the same basis provided for herein; (v) Monthly Rent for the Prime   Expansion Space shall commence on the earlier to occur of (A) the date Tenant commences actual   occupancy of the Prime Expansion Space for purposes of conducting business operations therein;   or (B) the Prime Expansion Date (such date, the "Prime Expansion Rent Commencement Date");   (vi) as of the Prime Expansion Rent Commencement Date, the total Monthly Rent due under this   Lease shall be adjusted to account for the additional square footage of the Prime Expansion Space;   (vii) the Renewal Option described in Section 50 shall also apply with respect to the Prime   Expansion Space; (viii) the allowance and construction provisions set forth in Section 52.2.3, below   (and by application thereof, Exhibit C of this Lease), shall apply to the Prime Expansion Space; (ix)   the number of parking spaces to be allocated to the Prime Expansion Space shall be as determined   under Section 46 of this Lease based on the square footage of the Prime Expansion Space; (x) the   Guaranty shall apply to Tenant's lease of the Prime Expansion Space; and (xi) all other provisions   of the Lease shall be deemed amended mutatis mutandis to apply to the Prime Expansion Space;   provided, however, that Base Rent shall not be due or payable by Tenant on account of the Prime   Expansion Space until the Prime Expansion Rent Commencement Date.   52.2.3 Tenant shall be granted an allowance for tenant improvements to be performed   by Tenant with respect to the Prime Expansion Space in an amount equal to the product of (i) $21.00   per rentable square foot in the Prime Expansion Space, and (ii) a fraction, the numerator of which   is the number of full calendar months remaining in the Initial Term as ofthe Prime Expansion Rent   Commencement Date, and the denominator of which is the total number of full calendar months in   the Initial Term. Such allowance shall be funded topay for (i) Tenant's share of applicable   architectural fees for preparation of construction drawings ("Design Costs") for the Prime Expansion   Space, (ii) permit fees associated with such work, and (iii) the cost of physical improvementsho such   Prime Expansion Space, with any unused amount to be credited against Rent becoming due for the   Prime Expansion Space (but in no event shall more than 20% of such allowance be credited against   Rent, and any amount in excess of20% of the allowance which is not used for the items described   in the preceding clauses (i), (ii) and (iii) shall be deemed forfeited by Tenant). Such allowance shall   be funded substantially in accordance with the construction provisions of Exhibit C of this lJease as   applied to such construction. The parties agree that the parties shall generally conform to the   provisions of Exhibit C with respect to the design and construction of physical improvements to the   Expansion Space, as if fully restated in this Section 52.2 (and subject to any specific modifications   as to timing or other points of detail expressly set forth in this Section 52.2).   52.2.4 Promptly after Tenant's exercise of the Prime Expansion Option, Landlord   shall prepare and Landlord and Tenant shall execute an amendment to this Lease confirming such   exercise and incorporating the applicable terms of this Section 52. These provisions shall be self-   76    





 







operative, and such amendment shall merely confmn in a separate written instrument the terms and   provisions set forth herein.   52.2.5 If, for any reason, Tenant fails to exercise the Prime Expansion Option with   respect to the Prime Expansion Space on or before the Prime Expansion Deadline, then the Prime   Expansion Option shall terminate, and Landlord shall have the right (subject only to Tenan~'s Right   of First Refusal as defined in Section 52.4, below) to lease the Prime Expansion Space to any person   or entity, free from the effect of the Prime Expansion Option, on such terms as Landlord determines   in its sole and absolute discretion. In addition, if Tenant elects to exercise the Prime Expansion   Option with respect to less than all of the original Prime Expansion Space, then the Prime Expansion   Option shall terminate as to the balance of the original Prime Expansion Space, and Landlord shall   have the right (subject only to Tenant's Right of First Refusal as defined in Section 52.4, below) to   lease the remainder of the original Prime Expansion Space not leased by Tenant to any person or   entity, free from the effect of the Prime Expansion Option, on such terms as Landlord determines   in its sole and absolute discretion. _ I   52.3 Right of First Offer.   52.3.1 Subject to the further terms of this Section 52.3, Tenant is hereby granted,   solely during the original Initial Term hereunder, an ongoing right of first offer ("Right of First   Offer") to lease space which is or becomes vacant in the Project (any space subject to this Right of   First Offer being sometimes referred to herein as the "Offer Space").   52.3.2 With respect to any Offer Space, Landlord will notify Tenant in writing,   within a reasonable time after Landlord becomes aware that an Offer Space is or will become   available for lease to the public, of the size, location and configuration of such Offer Space   (including a space plan depicting its then current configuration), the date Landlord anticipates that   it will be able to deliver possession thereof to Tenant, and of the terms and conditions upon which   Landlord is willing to lease such Offer Space to Tenant, including the term, rental rate, base year,   improvement allowance and other material business terms and conditions of such offer (such written   notice, an "Offer Notice"). Within seven (7) business days after its receipt of any Offer Notice,   Tenant shall notify Landlord in writing if it wishes to negotiate a lease for the Offer Space with   Landlord (such notice, an "Expression of Interest"). If Tenant fails or declines to provide an   Expression of Interest to Landlord prior to the expiration of such seven (7) business day period,   Tenant shall be deemed to have waived its Right of First Offer, Landlord shall have the right (subject   only to Tenant's Right of First Refusal as defined in Section 52.4, below) to lease the Offer Space   to any person or entity, free from the effect of the Right of First Offer, on such terms as Landlord   determines in its sole and absolute discretion, and Tenant's Right of First Offer under this Section   52.3 as to such Offer Space shall thereafter be null and void. If Tenant delivers an Expression of   Interest to Landlord prior to expiration of the seven (7) business day period after Landlord 1sOffer   Notice, then Landlord and Tenant shall promptly meet through their authorized representapves to   negotiate in good faith the terms of a lease of the Offer Space that is mutually acceptable to them   (but without obligation of any kind to reach agreement on any such terms, other than the obligation   to proceed in good faith) for a period (the "Negotiation Period") expiring thirty (30) days after the   77    





 







date of Landlord 's original Offer Notice. If Landlord and Tenant are able to reach agreement on the   terms of a lease for the Offer Space during the Negotiation Period (which agreement may be in the   form of a signed letter of intent incorporating all of the main business terms of such lease   transaction) (such agreed terms, the "Approved Offer Terms"), then the execution and delivery of   such agreement or letter of intent by both Landlord and Tenant shall constitute Tenant's irrevocable   election to lease the applicable portion of the Offer Space on the business terms reflected within the   Approved Offer Terms, and otherwise in accordance with the terms of this Section 52.3.   52.3.3 Within ten (10) business days after the parties reach agreement on Approved   Offer Terms, Landlord shall deliver to Tenant a lease (an "Offer Lease") for such Offer Space having   legal terms substantially consistent with the terms specified in this Lease, and business terms   consistent with the Approved Offer Terms. Should the parties fail or be unable to reach agreement   on Approved Offer Terms prior to expiration of the Negotiation Period, then this Right of First Offer   shall terminate as to such Offer Space, Landlord shall have the right (subject only to Tenant's Right   of First Refusal as defined in Section 52.4, below) to lease such Offer Space to any person or entity,   free from the effect of the Right of First Offer, on such terms as Landlord determines in its sole and   absolute discretion, and Tenant's Right of First Offer under this Section 52.3 as to such Offer Space   shall thereafter be null and void. In addition, should Tenant fail to execute and deliver an Offer   Lease within fifteen (15) business days after an execution draft of the same is provided to Tenant in   accordance with (and consistent with the legal and business terms applicable under) this Section   52.3, then Tenant's right offirst offer under this Section 52.3 shall immediately be null and void, and   of no further force and effect.   52.3.4 With regard to any Offer Lease, the following terms and conditions shall   apply: (i) the Offer Lease shall have an initial term as provided under the Approved Offer Terms;   (ii) annual Base Rent under the Offer Lease shall be calculated in accordance with the Approved   Offer Terms; (iii) the Operating Costs Base Year and the Real Estate Tax Base Year shall be as   described in the Approved Offer Terms; (iv) the Offer Lease shall provide for renewal options if and   to the extent set forth in the Approved Offer Terms; (v) construction of tenant improvements to the   Offer Space shall be handled in substantially the same manner as is provided for under Exhibit C of   this Lease unless otherwise provided in the Approved Offer Terms; (vi) the determination of   Tenant's Share under the Offer Lease shall be made on the same basis as that provided for herein;   (vii) the payment of Expense Increases and Tax Increases under the Offer Lease shall be made on   the basis described in the Approved Offer Terms; (viii) the payment of Rent under the Offer Lease   (and the initial term of the Offer Lease) shall commence as and when provided for under the   Approved Offer Terms; (ix) the Offer Lease shall not contain any expansion options, roof rights,   generator rights or other similar special rights other than as provided for in the Approved Offer   Terms; (x) the Offer Lease shall provide for a parking allocation as described in the Approved Offer   Terms; (xi) the Guaranty shall apply to the Offer Lease; and (xii) unless otherwise specifically   provided to the contrary in the Approved Offer Terms, the Offer Lease shall otherwise be on   substantially the same terms and conditions of this Lease.   78    





 







52.4 Right of First Refusal.   52.4.1 Subject to the further terms of this Section 52.4, Tenant is hereby granted,   solely during the first twenty four (24) months ofthe Initial Term hereunder, aright of first refusal   ("Right of First Refusal") to lease space which is vacant in the Project (any space subject to this   Right of First Refusal being sometimes referred to herein as the ''ROFR Space"). Such Right of First   Refusal shall be triggered by Landlord's issuance or receipt of a letter of intent or term sheet ("LOI")   with a third party for any ROFR Space under economic terms and conditions which are acceptable   to Landlord and such third party.   52.4.2 Landlord will notify Tenant in writing, promptly after execution or receipt of   an LOI for a ROFR space, of the size, location and configuration of such ROFR Space (including   a space plan depicting its then current configuration), and attaching a copy of such LOI setting forth   the applicable business and other terms thereof (such notice, the "ROFR Notice"). Within three (3)   business days after its receipt of any ROFR Notice, Tenant shall notify Landlord in writing (such   notice, a "ROFR Exercise Notice") if it elects to exercise its Right of First Refusal as to such ROFR   Space in accordance with the terms of this Section 52.4. If Tenant fails or declines to provide a   ROFR Exercise Notice to Landlord prior to the expiration of such three (3) business day period,   Tenant shall be deemed to have waived its Right of First Refusal as to such ROFR Space, and   Landlord shall have the right to lease the ROFR Space free from the effect of the Right of First   Refusal on such terms as Landlord ultimately agrees to with the party which provided such LOI (or   its affiliates), and Tenant's Right of First Refusal under this Section 52.4 as to such ROFR Space   shall thereafter be null and void; provided (i) that if Landlord ultimately fails or declines to execute   a lease for such ROFR Space with the party which provided such LOI or its affiliates (the   "Prospective Tenant") within six (6) months after such date, then such ROFR shall be reinstated,   but in no event past the twenty-fourth (24th)month of the Initial Term, and (ii) if Landlord and the   Prospective Tenant negotiate modifications to the terms of their lease from that described in the   ROFR Notice to the extent that the average annual net effective rent payable under the modified   lease transaction is less than 90% of the average annual net effective rent payable under the terms   described in the ROFR Notice, then Landlord shall be required to provide Tenant with an updated   ROFR Notice reflecting all of the modified terms, including those not specifically related to the   average annual net effective rent payable thereunder (such notice, a "Changed Terms Notice"), and   . Tenant shall have the right, for a period of three (3) business days after its receipt of a Changed   Terms Notice, to deliver to Landlord a ROFR Exercise Notice exercising Tenant's Right of First   Refusal as to such ROFR Space in accordance with this Section 52.4. If Tenant delivers a ROFR   Exercise Notice prior to the expiration of the applicable three (3) business day period described   above in this Section 52.4.2, then the provisions of Section 52.4.3 (if such ROFR Notice is delivered   prior to the end of the sixth full calendar month of the Initial Term) or Section 52.4.4 (ifsueh ROFR   Notice is delivered after to the end ofthe sixth full calendar month of the Initial Term but prior to   the end of the 24thfull calendar month of the Initial Term), below, shall be applicable.   52.4.3 A. If the ROFR Exercise Notice is delivered prior to the end of the sixth   (6th) full calendar month of the Initial Lease Term, then the ROFR Space will be leased to Tenant   through an amendment to this Lease, upon substantially the same terms and conditions as this Lease,   79    





 







including the then current annual Base Rent per square foot of rentable area, the Operating Costs   Base Year, the Real Estate Tax Base Year, and the Lease Expiration Date (which shall be   coterminous with the Initial Term of this Lease), but subject to the following additional provisions:   (i) the term of the lease for such ROFR space shall commence promptly after date of Landlord's   delivery of the ROFR Space to Tenant in the condition required by this Section 52.4.3.A (such date,   the "ROFR Delivery Date"); (ii) from and after the ROFR Delivery Date, the Premises shall be   deemed to include the ROFR Space; (iii) Tenant's Share shall be modified to include the applicable   percentage of the Building allocable to the ROFR Space; (iv) Article 9 and 10 of this Lease shall be   deemed amended mutatis mutandis to provide that Tenant will pay Expense Increases Iand Tax   Increases with respect to the ROFR Space on the same basis provided for herein; (v) Monthly Rent   for the ROFR Space shall commence on the earlier to occur of (A) the date Tenant commences   actual occupancy of the ROFR Space for purposes of conducting business operations therein, or (B)   the ROFR Delivery Date (such date, the "ROFRRent Commencement Date"); (vi) as of the ROFR   Rent Commencement Date, the total Monthly Rent due under this Lease-shall be adjusted to account   for the additional square footage of the ROFR Space; (vii) the Renewal Option described in Section   50 shall also apply with respect to the ROFR Space; (viii) the allowance and construction provisions   set forth in Section 52.4.3 .B, below (and by application thereof, Exhibit Cof this Lease), shall apply   to the ROFR Space; (ix) the number of parking spaces to be allocated to the ROFR Space shall be   as determined under Section 46 of this Lease based on the square footage of the Prime Expansion   Space; (x) the Guaranty shall apply to Tenant's lease of the ROFR Space; and (xi) all other   provisions of the Lease shall be deemed amended mutatis mutandis to apply to the ROFR Space;   provided, however, that Base Rent shall not be due or payable by Tenant on account of the ROFR   Space until the ROFR Rent Commencement Date.   B. Tenant shall be granted an allowance for tenant improvements to be   performed by Tenant with respect to a ROFR Space subject to this Section 52.4.3 in an amount equal   to the product of (i) $2l.00 per rentable square foot in the ROFR Space, and (ii) a fraction, the   numerator of which is the number of full calendar months remaining in the Initial Term as of the   ROFR Rent Commencement Date, and the denominator of which is the total number offull calendar   months in the Initial Term. Such allowance shall be funded to pay for (i) Tenant's share of   applicable architectural fees for preparation of construction drawings ("Design Costs") for the ROFR   Space, (ii) permit fees associated with such work, and (iii) the cost of physical improvement to such   ROFR Space, with any unused amount to be credited against Rent becoming due for the ROFR   Space (but in no event shall more than 20% of such allowance be credited against Rent, and any   amount in excess of20% of the allowance which is not used for the items described in the preceding   clauses (i), (ii) and (iii) shall be deemed forfeited by Tenant). Such allowance shall be funded   substantially in accordance with the construction provisions of Exhibit C of this Lease as applied to   such construction. The parties agree that the parties shall generally conform to the provisions of   Exhibit C with respect to the design and construction of physical improvements to the ROFR Space,   as if fully restated in this Section 52.4.3 (and subject to any specific modifications as to timing or   other points of detail expressly set forth in this Section 52.4.3).   c. Promptly after Tenant's exercise of the Right of First Refusal within   the scope of this Section 52.4.3, Landlord shall prepare and Landlord and Tenant shall execute an   80    





 







amendment to this Lease confirming such exercise and incorporating the applicable terms of this   Section 52.4.3. These provisions shall be self-operative, and such amendment shall merely confirm   in a separate written instrument the terms and provisions set forth herein.   52.4.4 A. If the ROFRExercise Notice is delivered after the end of the sixth (6th)   full calendar month of the Initial Term but prior to the end of the 24th full calendar month of the   Initial Term, then the ROFR Space will be leased to Tenant under a lease instrument (a "ROFR   Lease") on the business terms and conditions set forth in the Lor or, if applicable, Changed Terms   Notice and otherwise having legal terms substantially consistent with the terms specified in this   Lease.   B. With regard to any ROFR Lease, the following terms and conditions   shall apply: (i) the ROFR Lease shall have an initial term as provided under the LOI or, if applicable,   the Changed Terms Notice (and need not be coterminous with this Lease); (ii) annual Base Rent   under the ROFR Lease shall be calculated in accordance with the LOr or, if applicable, the Changed   Terms Notice; (iii) the Operating Costs Base Year and the Real Estate Tax Base Year shall be as   described in the Lor or, if applicable, the Changed Terms Notice; (iv) the Offer Lease shall provide   for renewal options if and to the extent set forth in the LOI or, if applicable, the Changed Terms   Notice; (v) construction of tenant improvements to the ROFR Space shall be handled in substantially   the same manner as is provided for under Exhibit C of this Lease unless otherwise provided in the   LOI or, if applicable, the Changed Terms Notice; (vi) the determination of Tenant's Share under the   ROFR Lease shall be made on the same basis as that provided for herein; (vii) the payment of   Expense Increases and Tax Increases under the ROFR Lease shall be made on the basis described   in the LOI or, if applicable, the Changed Terms Notice; (viii) the payment of Rent under the ROFR   Lease (and the initial term of the ROFRLease) shall commence as and when provided for under the   Lor or, if applicable, the Changed Terms Notice; (ix) the ROFR Lease shall not contain any   expansion options, roof rights, generator rights or other similar special rights except as provided in   the Lor or, if applicable, the Changed Terms Notice; (x) the ROFR Lease shall provide for aparking   allocation as described in the LOI or, if applicable, the Changed Terms Notice; (xi) the Guaranty   shall be fully applicable to the ROFR Lease; and (xii) unless otherwise specifically provided to the   contrary in the LOI or, if applicable, the Changed Terms Notice, the ROFR Lease shall otherwise   be on substantially the same terms and conditions of this Lease.   C. Should Tenant fail to execute and deliver aROFR Lease within fifteen   (15) business days after an execution draft of the same is provided to Tenant in accordance with (and   consistent with the legal and business terms applicable under) this Section 52.4.4; then Tenant's   Right of First Refusal under this Section 52.4 shall immediately be null and void, and of no further   force and effect.   52.5 In order to accommodate Tenant's desire for certain options for future expansion in   certain portions of Cranberry Woods not currently owned by Landlord, Landlord and Tenant agree   to use good faith efforts to negotiate, execute and deliver, after lease execution, an Option   Agreement between Landlord, Mine Safety Appliances, Inc. and Tenant consistent with the business   terms and parameters reflected in Exhibit E attached hereto and made a part hereof. Any violation   of the provisions described in such Option Agreement shall be enforceable solely under and pursuant   81    





 







to such Option Agreement, and against the parties to such documents in their capacities as parties   to such documents, and shall not constitute a violation or default under this Lease or otherwise give   rise to a claim for damages under this Lease against Landlord. If the parties are unable, despite good   faith efforts, to reach agreement upon a mutually acceptable Option Agreement consistent with the   business terms and parameters reflected in Exhibit E on or before December 28,2001, then either   Landlord or Tenant shall have the right, which must be exercised by written notice to thelother no   later than 5:00 p.m. EST on January 4, 2002, to terminate this Lease, whereupon this Lease shall   thereupon terminate and be deemed null and void ab initio, and the parties shall be released from any   and all of their respective obligations hereunder except for Landlord's obligation to reimburse   Tenant for the Test Fit Allowance pursuant to Exhibit C, which shall survive such termination,   provided that the failure to reach agreement upon a mutually acceptable Option Agreemen despite   the parties' good faith efforts shall not constitute a violation or default under this Lease or otherwise   give rise to a claim for damages under this Lease (and if either party declines to exercise its right of   termination as aforesaid, then this Lease shall continue in full force and effect, as if this Section 52.5   had not been contained herein). In order to facilitate the timely execution and delivery of the   aforesaid Option Agreement, the parties agree to respond promptly to drafts or comments submitted   to it by the other party, and to use all reasonable efforts to conclude such negotiations prior to the   December 28,2001 deadline referenced above (it being acknowledged that Landlord has advised   Tenant that reaching final, irrevocable agreement upon a mutually acceptable form of Option   Agreement is effectively a condition precedent to Landlord's closing on its acquisition of the Land).   53. MODIFIED TERMS RELATING TO FULL BUILDING LEASE.   53.1 As noted in Section 1.1(d), above, Tenant shall have the right and option (such option,   the "Full Building Option"), subject to the terms of this Section 53, to increase the size of the   Premises to constitute the entire Building (i.e., 120,000 square feet), and convert this Lease into a   full building lease, by delivery of a written notice to Landlord making such election prior to 5:00   p.m. EST on April 30, 2002 (the ''FBO Deadline"). If Tenant fails to exercise the Full Building   Option prior to the FBO Deadline, time being of the essence, then the Full Building Option shall   become null and void, and of no further force and effect.   53.2 If Tenant exercises the Full Building Option in a timely fashion as described in   Section 53.1, above, then the Premises shall thereupon be deemed to consist of 120,000 rentable   square feet (subject to final measurement, as provided in Section 1.1(b), above), consisting of the .   entire first, second, third and fourth floors of the Building.   53.3 If the Full Building Option is exercised by Tenant prior to the FBO Deadline, then   (i) the Lease Term shall be increased to ten (10) years, commencing on the Commencement Date   and ending on the last day of the one hundred twentieth (120th) full calendar month thereafter, and   (ii) Base Rent payable for the initial Lease Term shall be determined from the following table except   to the extent the next sentence applies. If the final determination ofthe rentable square feet for the   Premises pursuant to the provisions of Section 1.1 of this Lease differs from the 120,000 rentable   square foot measurement utilized in making the calculations set forth in the following table, the Base   Rent set forth below shall be recomputed using the annual rental rate specified in the table and the   finally determined rentable square feet for the Premises. shall be as follows:   82    





 







Lease Months   1-60   61-120   Base Rent   $15.60/rsf   $ 17.45/rsf   Annual Base Rent   $1,872,000.00   $2,094,000.00   Monthly Base Rent   $156,000.00 I   $174,500.00   53.4 If Tenant exercises the Full Building Option, then:   (A) this Lease shall be converted to a "triple net" lease, meaning that (i)   instead of paying Expense Increases as currently described in Section 9 of this Lease, Tenant   shall instead, throughout the entire Term (commencing on the Commencement Date), pay   Tenant's Share of Operating Costs on a net basis, that is, without reference to or deduction   of Operating Costs incurred in the Operating Costs Base Year, with such payments to be   made on an estimated basis subject to an annual reconciliation substantially as described in   Section 9, but, again, on the basis of Tenant's Share of Operating Costs without reference   to or deduction of Operating Costs incurred in the Operating Costs Base Year, and (ii)   instead of paying Tax Increases as currently described in Section 10 of this Lease, Tenant   shall instead, throughout the entire Term (commencing on the Commencement Date), pay   Tenant's Share of Real Estate Taxes on a net basis, that is, without reference to or deduction   of Real Estate Taxes incurred in the Real Estate Tax Base Year, with such payments to be   made on an estimated basis subject to an annual reconciliation substantially as described in   Section 10, but, again, on the basis of Ten ant's Share of Real Estate Taxes without reference   to or deduction of Real Estate Taxes incurred in the Real Estate Tax Base Year;   (B) all other provisions of this Lease which are based on the original "full   service, net of electric" payment structure (including without limitation applicable provisions   within the Renewal Option section, and references herein to Expense Increases and Tax   Increases) shall be deemed amended mutatis mutandis to give effect to the foregoing   conversion of this Lease from a full service, net of electric lease to a triple net lease;   (C) all provisions of this Lease which are calculated or based upon, or   calculated as a function of, the square footage of the Premises (such as the determination of   Tenant's Share, Base Rent, the TI Allowance under Exhibit C, etc.) shall be modified to   account for the increased square footage of the Premises;   (D) for so long as Tenant continues to Lease the entire rentable square   footage of the Building, Tenant's rights with respect to use of the Building's parking   facilities, common areas, roof and other areas that had previously been non-exclusive by   virtue of the multi-tenanting ofthe Building will be deemed to be exclusive to Tenant (and   all applicable provisions of the Lease will be deemed amended, mutatis mutandis, to give   effect to fact that Tenant is the sole tenant of the Building);   (E) all Expansion Options in this Lease which relate to the balance of the   Building shall be null and void;   83    





 







(F) all additional costs associated with the expansion of the Premises,   including additional design costs and construction costs, will be Tenant's responsibility, but   may be paid for out of the TI Allowance; and   (G) any delay in the design and construction of the Building or Premises   caused by such expansion shall constitute a Tenant Delay hereunder.   54. GUARANTY OF LEASE.   Tenant agrees (i) that it shall constitute a condition precedent to the validity and effectiveness   of this Lease that Tenant cause its affiliate, McKesson Corporation, a Delaware corporation   ("Guarantor"), to deliver to Landlord an irrevocable and unconditional guaranty of Tenant' s payment   and performance obligations under this Lease, using the form of Guaranty of Lease attached as   Exhibit E hereto (the "Guaranty"), and (ii) to cause Guarantor to deliver the Guaranty to Landlord   simultaneous with Tenant's execution and delivery of this Lease.   55. LEASE CONTINGENCY.   Tenant acknowledges that, as of the date of execution of this Lease by Landlord, Landlord   has advised Tenant that (i) Landlord does not own fee simple title to the Property, but rather, has the   right to purchase the Property from its current owner, MSA, under the terms of a letter a:greement   with MSA (the "MSA Letter Agreement"), and (ii) Landlord is currently negotiating the terms of   a development services agreement with Riggs & Company, a division of Riggs Bank N.A., as   Trustee of the Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18   ("MEPT"), pursuant to which MEPT would, inter alia, (a) acquire title to the Property from MSA,   (b) take an assignment of Landlord's right? title and interest as Landlord under this Lease, and (c)   thereupon perform the obligations of "Landlord" hereunder, with Landlord serving as MEPT's   development manager for such purpose (collectively, the "MEPT Transaction"). Landlord hereby   represents and warrants to Tenant that, as of the date hereof, (1) Landlord has the right to purchase   the Property from MSA pursuant to the MSA Letter Agreement, and (2) Landlord and MEPT have   each executed and delivered a non-binding letter of intent to enter into the MEPT Transaction.   Tenant agrees that, in the event the MEPT Transaction has not been consummated on or before   December 31, 2001, then Landlord shall have the right, which must be exercised by written notice   to Tenant no later than 5:00 p.m. EST on January 8, 2002, to terminate this Lease, whereupon this   Lease shall thereupon terminate and be deemed null and void ab initio, and the parties shall be   released from any and all of their respective obligations hereunder except (a) for Landlord's   obligation to reimburse Tenant for the Test Fit Allowance pursuant to Exhibit C, which shall survive   such termination, and (b) unless Landlord fails to consummate the MEPT Transaction solely because   of the parties' failure to reach agreement on a mutually acceptable form of Option Agreement within   the time frame described in Section 52.5, above, Landlord shall also reimburse Tenant for its   reasonable out-of-pocket expenses associated with the negotiation and consummation of this Lease,   not to exceed Ten Thousand Dollars ($10,000.00) in the aggregate, within thirty (30) days after   Tenant's written request for such reimbursement accompanied by reasonable substantiation of the   applicable expenses. Landlord further agrees that it will not, without Tenant's consent (which shall   not be unreasonably withheld, conditioned or delayed), assign its interest under this Lease prior to   84    





 







completion of Landlord 's Work to any entity other than (i) an entity controlled by or under common   control with the Trammell Crow Company (a "TCC Affiliate"), (ii) a bona fide institutional owner,   institutional investment fund or other institutional investor with respect to which Landlord (or   another TCC Affiliate) is serving as development manager, and/or (iii) a construction lender   financing the acquisition and/or development of the Property (if any), pursuant to a collateral   assignment, mortgage, deed of trust and/or other similar instruments delivered in good faith as part   of such financing. If Landlord declines to terminate this Lease as and when provided above, then   this Lease shall continue in full force and effect, unmodified. In no event shall any time elapsing   between the date of lease execution and the date of consummation of the MEPT Transaction (or the   satisfaction or waiver of this contingency) be construed to delay or defer Landlord's responsibilities   with regard to the design and construction of the Building and Premises under Exhibit C of this   Lease.   56. ADDITIONAL SCHEDULES.   The following additional schedules are attached hereto and made a part of this Lease:   EXHIBIT A-I   EXHIBIT A-2   EXHIBITB   EXHIBITC   EXHIBITD   EXHIBITE   EXHIBITF   EXHIBITG   EXlllBITH   Location and Dimensions of Premises   Legal Description of Land   Form of Declaration of Lease Commencement   Construction Exhibit   Rules and Regulations   Business Terms Applicable to Land Option   Form of Guaranty of Lease   Janitorial Specifications   HVAC Specifications   [TEXT ENDS - SIGNATURES COMMENCE ON THE FOLLOWING PAGE]   85    





 







IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease, in quadruplicate,   as of the day and year first above written.   LANDLORD:   TC NORTHEAST METRO, INC., a Delaware   Name:   Title:   TENANT:   McKESSON AUTOMATION INC., a Pennsylvania   corporation   By:   Name:   Title:   (Seal)   86    





 







IN WI1NESS WHEREOF, Landlord and Tenant have executed this Lease, in quadruplicate,   as of the day and year first above written.   LANDLORD:   TC NORTHEAST METRO, INC., a Delaware   corporation   By:   Name:   Title:   TENANT:   McKESSON AUTOMATION INC., a Pennsylvania   corporation   By: (Seal)   Name: NIC-I-/() £. /1-. /...Oil9-CONO   Title: v,;o. ~ 7te£t4-sutflE-1e..   86    





 







Exhibit A-I   Location and Dimension of Premises   Third Floor   Approximately 30,981 rentable square feet   C . Q •    





 







Exhibit A-I   Location and Dimension of Premises   Fourth Floor   Approximately 30,777 rentable square feet   • i.. •   . 0 •   ! . "_".. B    





 







EXHIBIT A-2   Legal Description of Land   All that certain lot or parcel of ground situate in Cranberry Township, Butler County Pennsylvania,   being Parcel E of the 500 Cranberry Woods Drive Plan of Lots (to be recorded) more particularly   bounded and described as follows:   Beginning at a point on the westerly side of Cranberry Woods Drive, 60' wide, at the dividing line   ofParcel2A and Parcel E of the 500 Cranberry Woods Drive Plan of Lots (to be recorded); thence   along the westerly side of Cranberry Woods Drive, 60' wide, the following two (2) courses and   distances viz: S 23°39'29" W, 54.80' to a point; then by an arc of a circle deflecting to the left in a   southwardly direction having a radius of 430' and arc distance of208.84' to a point on the northerly   line of Woods Court, 60' wide; thence along the northerly side of Woods Court, 60' wide the   following six (6) courses and distances viz: by an arc of a circle deflecting to the right in a   southwestwardly direction having a radius of 40' an arc distance of 56.86' to a point; thence S   nOI5'53"W, 129.79' to a point; thence by an arc of a circle deflecting to the right in a   northwestwardly direction, having a radius of 370' an arc distance of385.74' to a point; thence N   43°00'07" W, 75.72' to a point; thence by an arc of a circle deflecting to the right in a   northwestwardly direction having a radius of35', an arc distance of28.60' to a point; thence by an   arc of a circle deflecting to the left in a northwestwardly direction having a radius of 60', an arc   distance of 153.29' to a point on the dividing line of Parcel E and Parcel 2A of the 500 Cranberry   Woods Drive plan of Lots; thence along the dividing line of Parcel E and Parcel 2A of the 500   Cranberry Woods Drive Plan of Lots the following six (6) courses and distance viz: N 5,2°33'10"   W, 495.58' to a point; thence N 17°08'55" W, 123.50' to a point; thence N 53°58'05" E, 348.73' to   a point; thence S 57°40'05" E, 161.86' to a point; thence S 53°17'46" E, 474.72 to a point; thence S   66°20'31" E, 399.34' to a point at the place of beginning.   Contains 11.000 acres   A-2-1    





 







EXIllBITB   Form of Declaration of Lease Commencement   Attached to and made part of the Lease dated the day of , 200 l,   entered into by and between ("Landlord"), and   _________ ("Tenant") (the "Lease").   Landlord and Tenant do hereby declare that the Commencement Date (as defined in the   Lease) is hereby established to be and that the Lease Expiration Date (as   defmed in the Lease) is hereby established to be . The Lease is in full force   and effect as of the date hereof.   EXECUTED as of the day of , 2002.   LANDLORD:   __________________ ,a   By: _   Name:   Title:   TENANT:   McKESSON AUTOMATION INC., a Pennsylvania   corporation   By: (Seal)   Name:   Title:   A-2-2    





 







EXHIBITC   CONSTRUCTION EXHIBIT   I. GENERAL PROVISIONS   A. Defined Terms. Unless otherwise specified in this Exhibit, the terminology herein   shall have the same meaning ascribed to such terminology within the Lease. In addition, the   following terms shall have the following meanings:   "Approved Base Building Plans" shall mean the Base Building Plans prepared by Landlord,   after the same have been finally approved by applicable governmental authorities.   "Approved Design Schedule" shall mean the approved schedule for the preparation, review   and approval of the Construction Documents, a copy of which is attached as Schedule C-2 hereto.   "Approved Schedule" shall mean the approved schedule for completion of Landlord's Work   a copy of which is attached as Schedule C-I hereto.   "Approved Schematic Drawings" shall mean the Schematic Drawings prepared by Landlord   and delivered to Tenant prior to Lease execution. Landlord and Tenant agree (i) that the plans and   drawings listed in Schedule C-3 attached hereto constitute the Approved Schematic Drawings, (ii)   that the major building dimensions, such as building exterior envelopes and column bay sizes, as   shown on the Approved Schematic Drawings have been agreed upon, and can be relied upon by   Landlord in preparing the Base Building Plans, and by Tenant in preparing its Space Plan, and (ii)   as part of the process of preparing the Base Building Plans, minor building dimensions associated   with the core and Common Areas will be finalized by Landlord (which shall not be materially   inconsistent with the intent reflected in the Approved Schematic Drawings).   "Approved Site Plan" shall mean the Site Plan, as the same is approved by applicable   governmental authorities (and subject to any revisions thereto required by such authorities or   implemented by Landlord).   "Approved Space Plan" shall mean the Space Plan, after the same has been approved by   Landlord and Tenant pursuant hereto (provided that upon submitting any Space Plan for Landlord   approval, Tenant will be deemed to have approved all items set forth within such Space Plan as so   submitted).   "Approved TI Plans" shall mean the TI Plans prepared by Tenant, after the same have been   finally approved by Landlord as provided below.   "Base Building Change Order" shall mean written change orders to the Base Building   Improvements made and approved in accordance with the provisions of Section II.B.(4), below.   "Base Building Construction Contract" shall mean the construction contract entered into with   C-l    





 







the Base Building GC for construction of Landlord's Base Building Work (including without   limitation all exterior site improvements).   "Base Building GC" shall mean the general contractor selected by Landlord to perform   Landlord's Base Building Work.   "~ase Building Improvements" shall mean the shell of the Building, all building mechanical,   electrical, plumbing, fire safety and HVAC systems therein (exclusive of the portions of such   systems which form a part of the TI Work, but including core area improvements such as common   area electrical and telephone rooms, common area rest rooms and the like), and all appurtenant   exterior site improvements, including but not limited to surface parking facilities, sidewalks, curbs   and gutter, and exterior utilities, lighting, landscaping, storm and sanitary sewer faci1.i.ties,all   completed in substantial accordance with the Approved Base Building Plans (to the extent applicable   thereto). The Approved Base Building Plans shall constitute conclusive evidence of the scope and   extent of the Base Building Improvements, provided that the Approved Base Building Plans shall   not be materially inconsistent with the Outline Specifications attached as Schedule C-4 attached   hereto.   "Base Building Plans" shall mean the construction drawings and specifications that will be   prepared by Landlord's Architect and other design professionals for the Base Building   Improvements, based upon the Approved Schematic Drawings and Outline Specifications. Landlord   shall, at its sole costs and expense, provide Base Building Plans, including mechanical, electrical and   plumbing record drawings (MEPs) for the Base Building Improvements, to Tenant in CAD me   format promptly after completion thereof.   "Construction Contracts" shall mean all contracts entered into by Landlord for the   construction of the Improvements, including without limitation the Base Building Construction   Contract and the TI Construction Contract.   "Construction Documents" shall mean the Approved Base Building Plans and the Approved   TI Plans, as the same may be modified (i) by any approved Base Building Change Orders and TI   Change Orders, and (ii) all applicable Legal Requirements asserted by governmental authorities in   the process of obtaining the issuance ofbuilding permits and/or other approvals for Landlord's Work.   The Construction Documents shall comply with all governmental rules, codes and requirements, and   shall designate, among other things, the locations of and specifications for all mechanical, electrical   and plumbing equipment to be installed in all spaces, all partitions, doors, lighting fixtures, electric   receptacles and switches, telephone outlets (location only), and special air conditioning and other   improvements to be installed. Landlord and Tenant agree that Landlord shall have the right, but not   the obligation, to substitute equipment specified in the Construction Documents in order to achieve   Substantial Completion of construction within the time frames specified in the Approved Schedule,   as long as the equipment substituted is substantially equivalent in quality and function to the   equipment specified, and does not materially and adversely affects the structural integrity of the   Building or the ability of Building Systems to satisfy the applicable Performance Specifications.   C-2    





 







"County" shall mean Butler County, Pennsylvania. References to the County herein shall,   as the context requires, also be construed to mean and refer to the applicable governmental office   or authority within the Butler County government with respect to which a matter referred to in   conjunction with the reference to "County" is required to be submitted, reviewed or acted upon.   "Excessive Permitting Delays" shall mean (i) delays in the issuance or processing of any   permit materially in excess of the period normally anticipated and scheduled for such processing or   issuance, or (ii) material delays in conducting or scheduling any inspection, in each instance to the   extent not caused by the negligence or misconduct of Landlord; provided that for purposes of   measuring whether an Excessive Permitting Delay has occurred, and without limitation, Landlord   and Tenant agree that the normal processing time for (1) a site permit shall be four (4) weeks after   submission, (2) a base building permit shall be six (6) weeks after submission, and (3~ a tenant   improvement building permit shall be six (6) weeks after submission. Landlord shall at all times use   good faith efforts to minimize the duration of any Excessive Permitting Delays.   "Excess TI Costs" shall mean the difference between (A) the sum of (i) TI Costs, plus (ii)   the incremental additional cost associated with any Change Orders requested by Tenant, and (B) the   TI Allowance. For purposes of this definition, Excess TI Costs will include interest accruing on TI   Costs and Change Orders in excess of the TI Allowance, from the date such excess amount is   incurred by Landlord until the date such amount is reimbursed by Tenant, which accrual shall be at   an annual interest rate often percent (10%). The foregoing interest accrual shall not commence to   accrue until the later of (i) thirty (30) days after Landlord's written request for payment of such   Excess TI Costs by Tenant, or (ii) the date such Excess TI Costs are incurred by Landlord. The   provisions governing Tenant's payment of Excess TI Costs are set forth in Part VII of this Exhibit   Q.   "Final Reconciliation" shall mean a reasonably detailed written reconciliation, prepared by   Landlord within sixty (60) days after final completion of the Landlord's TI Work, of any Excess TI   Costs.   "Force Majeure" shall mean any act of God, war, civil riot, insurrection, strike or other labor   dispute not due to the negligence of Landlord, Unusually Inclement Weather, Excessive Permitting   Delays, delays caused by condemnation, other unusual governmental delays not due to the   negligence of Landlord, fire or other unavoidable casualty, or other cause, event or circumstance of   an unanticipated variety and which is beyond the reasonable control of Landlord, provided (i)   financial inability shall not constitute a cause, event or circumstance which is beyond Landlord's   reasonable control, and (ii) any party claiming the benefit of a delay due to Force Majeure shall have   the obligation to use all reasonable and diligent efforts to minimize the duration of such delay and   to provide notice thereof within a reasonable time period after such party has knowledge that such   a delay has commenced.   "Improvements" shall mean the Base Building Improvements and the Tenant Improvements.   "Initial Occupancy Costs" shall mean hard costs and soft costs associated with Tenant's   initial occupancy of the Premises, such as, but not limited to, costs of purchase, furnishing and   C-3    





 







installation of data, telephone, and security systems and cabling, costs of systems furniture, fixtures   and equipment acquisition and installation, moving expenses, legal expenses of lease negotiation,   construction management fees, design expenses and other similar costs related to Tenant's initial   occupancy of the Premises, whenever incurred (i.e., before or after lease execution) but excluding   Rent.   "Invoices" shall mean any invoices which Landlord has received for payment in respect of   Landlord's Work, along with requisitions therefor (on standard AlA forms G702 and G703, or a   substantially similar form).   "Landlord Delay" shall mean any delay in the proper performance of a responsibility of   Tenant under this Exhibit C due to (i) the negligence or willful misconduct of Landlord or   Landlord's Agents in the performance of its obligations under this Exhibit C, or (ii) Landlord's   breach of its responsibilities under this Exhibit C, including the general design and construction   covenants of Landlord set forth below.   "Landlord's Architect" shall mean, initially, Herring & Trowbridge Architects, LLC, and any   other architect selected by Landlord to replace or supplement such architect.   "Landlord's Base Building Work" shall mean the construction of the Base Building   Improvements.   "Landlord's Representative" shall mean a single individual designated by Landlord in a   written notice to Tenant (and who may be changed by Landlord at any time upon giving Tenant prior   written notice thereof).   "Landlord's TI Work" shall mean the construction ofthe Tenant Improvements by Landlord   in accordance with the Approved TI Plans, but shall exclude any Tenant Work and any Landlord's   Base Building Work.   "Landlord's Work" shall mean, collectively, Landlord's Base Building Work and Landlord's   TI Work.   "Penalty Date" shall mean that date (applied on a phase by phase basis) which is thirty (30)   days after the "Target Date", provided that the Penalty Date shall be extended one (1) day for each   day of actual delay in the Substantial Completion of the Premises occurring as a result of any Force   Majeure or Tenant Delays (and, by way of example only, in interpreting the effect of this extension   provision, Tenant agrees that if a Tenant Delay under which Tenant failed to take a required action   for two (2) days after the date it was required to be taken gives rise to delay in Substantial   Completion of fifteen (15) days, for example, due to a ordering backlog or the like, the length of the   Tenant Delay, and of the extension granted under this provision, shall be fifteen (15) days). In   interpreting the foregoing provisions, the parties agree that it is intended that the Approved Schedule   be tolled only one day for every day of actual delay experienced due to the occurrence of a delay due   to Tenant Delay or Force Majeure, and that any overlapping delays (meaning any combination of   Tenant Delay and Force Majeure delay relating to the same days) will not be double counted. By   C-4    





 







way of example, and not of limitation, if a fifteen (15) day delay in completion resulting from a two   (2) day delay by Tenant in taking a required action (as described two sentences earlier in this   definition) overlaps with a three (3) day delay in a different area of the Approved Schedule due to   Force Majeure, the overall delivery dates set forth in the Approved Schedule will be tolled for fifteen   (15), and not eighteen (18), days.   "Punch List" shall mean the list of Punch List Items prepared pursuant to the inspection of   the Premises described in Section ILB.(7)(b), below.   "Punch List Items" shall mean incomplete or defective items of construction of the Base   Building Improvements and/or Landlord's TI Work which require correction or completion and that   do not unreasonably and adversely affect the use and occupancy of the Premises for the normal   conduct of Tenant's business.   "Schematic Drawings" shall mean the schematic drawings prepared by Landlord for the Base   Building Improvements, which consist of a single line general layout of the Base Building   Improvements, including a depiction of the roof, the exterior elevation of the Building, and a   schematic site plan, all without final dimensions, provided the major building dimensions, such as   building exterior envelopes and column bay sizes, as shown on the Schematic Drawings have been   agreed upon, and can be relied upon by Landlord in preparing the Base Building Plans, and by   Tenant in preparing its Space Plan.   "Site Plan" shall mean the Site Plan for development of the Project, to be prepared by   Landlord and submitted to the Township for approval.   "Space Plan" shall mean a preliminary, detailed single line space plan for the construction   of the Tenant Improvements to each floor of the Premises, indicating or including (i) a floor layout   for each floor of the Premises, (ii) the location and dimensions of interior Tenant partitions for each   floor, (iii) a reflective ceiling plan as necessary to prepare sprinkler shop drawings for submission   to the fire marshall, (iv) a preliminary electrical and HVAC distribution plan, (v) a systems furniture   layout, and (vi) any other special and/or long lead time requirements then known to Tenant.   "Steel Erection Completion" shall mean the date upon which Landlord shall have   substantially completed the erection of the structural steel frame of the Building consistent with the   Approved Base Building Plans.   "Steel Erection Completion Deadline" shall mean August 31, 2002, provided that the Steel   Erection Completion Deadline shall be extended one (1) day for each day of actual delay in   achieving Steel Erection Completion occurring as a result of any Force Majeure or Tenant Delays   (using the same principles for determining the duration of such extension as are applicable to   extensions of the Penalty Date due to such cases, as set forth in the definition of the term "Penalty   Date").   "Substantial Completion", "substantially complete" and phrases of a similar nature shall   mean, with regard to particular work, completion of the applicable work in accordance with the   C-5    





 







approved plans therefor (as modified by any approved change orders thereto), other than minor   modifications due to the unavailability of specified equipment or materials and exclusive of   incomplete or defective items, all of the type normally included within a punch list. Substantial   Completion of Landlord 's Work as a whole shall mean (I) that all Tenant Improvements (other than   Tenant Work, which shall be Tenant's sole responsibility) have been completed in accordance with   the Construction Documents, other than (A) special, non-standard items requested by Tenant that   require an unacceptably long lead time for procurement and/or installation and ordered by Tenant   too late to be delivered on time to be installed prior to the time the balance of Landlord's TI Work   is otherwise Substantially Completed, and (B) "punch list" items and other minor defects which will   not unreasonably interfere with Tenant's ability to lawfully take occupancy of the Premises. or to   conduct its business therein; (2) the Base Building Improvements serving the Premises have been   substantially completed and/or are operational; (3) all exterior/site improvements, including but not   limited to surface parking areas and exterior utilities have been substantially completed and/or are   operational, other than final landscaping installations deferred due to seasonal considerations (and   subject to punch list items); and (4) Landlord has obtained all governmental inspection and other   approvals capable of being obtained by Landlord in connection with such construction prior to   Tenant's installation of its trade fixtures, furniture and equipment (including without limitation a   permanent or temporary certificate of occupancy or its equivalent permitting Tenant to lawfully   occupy the Premises, or any applicable portion thereof, unless the same cannot be obtained by   Landlord prior to such installations by Tenant). To the extent the issuance of an occupancy permit   (or its equivalent) is denied as a result of any matter for which Tenant is responsible under this Lease   (such as, but not limited to, the non-compliance of any Tenant Work with applicable legal   requirements), the inability of Landlord to secure such occupancy permit under such circumstances   shall not affect Landlord's ability to claim that it has achieved "Substantial Completion" of   Landlord's Work. Provisions regarding the procedure for Landlord's Certification of Substantial   Completion, and any objection Tenant may have to such Certification, are set forth in Section 1.4   of the Lease.   "Tenant Delay(s)" shall have the meaning ascribed to such term in Section I.E, below.   "Tenant Improvements" shall mean all leasehold improvements to the Premises, including   Tenant Work (if any), interior lighting and plumbing, electrical and HVAC distribution systems,   interior partitioning, flooring, wall covering, painting, millwork, and other leasehold improvements   described in the Approved TI Plans (but excluding any Base Building Improvements), and,   irrespective of who performs the installation thereof(which, in the case of Tenant Specialty Systems   described in the Approved TI Plans, will be Landlord), any Tenant Specialty Systems.   "Tenant's Architect" shall mean, initially, JDBA Architects, and any other architect selected   by Tenant to replace or supplement such architect, subject to Landlord's reasonable consent.   "Tenant's Engineer" shall mean an engineer selected by Tenant subject to Landlord's   reasonable consent.   "Tenant Specialty Systems" shall have the same meaning ascribed to such term in the Lease.   C-6    





 







"Tenant's Representative" shall be a single individual designated by Tenant in a written   notice to Landlord (and who may be changed by Tenant at any time upon giving Landlord prior   written notice thereof).   "Tenant Work" shall mean any construction work, systems furniture installations, Tenant   Specialty Systems installations not shown on the Approved TI Plans (or shown thereon and   specifically designated for construction by Tenant or others and not as a part of Landlord's TI   Work), and other installations (including telephone systems, upgraded security systems, computer   LAN wiring or other similar installations), to the extent the same are intended to be performed by   Tenant or Tenant's Agents (or under Tenant's supervision), at Tenant's expense, provided that all   costs associated with Tenant Work shall be eligible for payment by Tenant using the TI Allowance.   Tenant agrees that, notwithstanding the fact that the Approved TI Plans may encompass and include   systems furniture installation and that proper completion of such systems furniture installation may   therefore be a requirement for issuance of a certificate of occupancy (or its equivalent) for the   Premises (or any applicable phase thereof), all systems furniture installation shall be performed by   Tenant as part of Tenant's Work.   "Test-Fit Allowance" is an allowance to be provided by Landlord to Tenant in order to   reimburse Tenant for certain preliminary design work being performed by Tenant's architect in   connection with this Lease, and to be calculated by multiplying (i) fifteen cents ($0.15), by (ii) the   number of square feet of rentable area in the Premises. Based on the preliminary measurement of   61,876 square feet of rentable area, the Test-Fit Allowance would be Nine Thousand, Two Hundred   Eighty-One and 40/100 Dollars ($9,281.40).   "TI Allowance" is an amount equal to Twenty-One Dollars ($21.00) per square foot of   rentable area in the Premises, or One Million, Two Hundred Ninety-Nine Thousand, ThreelHundred   Ninety-Six and 00/100 Dollars ($1,299,396.00) based on the preliminary measurement of 61,876   square feet of rentable area.   "TI Change Order" shall mean written change orders to the Approved TI Plans made in   accordance with the provisions of Section II.B.(4), below.   "TI Construction Contract" shall mean the construction contract entered into with the TI GC   for construction of Landlord's TI Work.   "TI Costs" shall mean any and all costs incurred in accordance with this Exhibit C and   associated with the performance of Landlord's TI Work and any Tenant Work for which Tenant   seeks reimbursement out of the TI Allowance, including (i) all amounts paid for labor, materials and   equipment associated with, or in connection with, the performance of Landlord 's TI Work, including   fees and costs paid to the TI GC (and any applicable subcontractors), contractor's Ojverhead,   supervision, profit and all costs of payment and performance bonds (to the extent applicable to   Landlord's TI Work), (ii) all permit fees applicable to the Tenant Improvements, (iii) all fixture fees   and governmental inspection fees for Tenant Improvements (i.e., excluding base building tap fees,   fixture fees and/or inspection fees), and related engineering fees incurred by Landlord, regardless   of whether any of the foregoing were paid by Landlord prior to the commencement of construction   C-7    





 







of the Tenant Improvements (as may be the case with certain engineering andlor architectural   drawings) or after such execution and/or commencement, and (iv) all costs associated with retaining   a permit expediter and in connection with the peer review process for the Tenant Improvements.   Except as specifically provided for above, TI Costs shall not include any hard or soft costs associated   with Landlord's Base Building Work.   "TI GC" shall mean the general contractor selected by pursuant to the competitive bidding   process and procedures described in Section IV, below, to perform Landlord's TI Work.   "TI Plans" shall mean architectural plans, specifications, construction drawings and   mechanical, electrical and plumbing (MEP) drawings for the Premises, which shall be based upon   the Space Plan and in form sufficient for the permitting and construction of the Premises. The TI   Plans shall be prepared by Tenant's Architect and Tenant's Engineer, at Tenant's sole expense   (subject to application of the TI Allowance).   "Township" shall mean Cranberry Township, Pennsylvania. References to the Township   herein shall, as the context requires, also be construed to mean and refer to the applicable   governmental office or authority within the Cranberry Township government with respect to which   a matter referred to in conjunction with the reference to "Township" is required to be submitted,   reviewed or acted upon.   "Unusually Inclement Weather" shall mean inclement weather conditions which cause delay   in the construction of Landlord's Work, but only to the extent such delay exceeds, in the aggregate,   fifteen (15) days.   B. Tenant's General Design Representations and Covenants.   1. Tenantrepresents and covenants to Landlord that Tenant will employ suitable   and qualified design professionals to prepare the TI Plans for the Premises, and acknowledges that   Landlord will be relying upon the TI Plans being (1) in conformity with all applicable Governmental   Requirements, (2) fully coordinated with the Approved Base Building Plans (subject to the accuracy   and compliance with Governmental Requirements of such Approved Base Building Plans ), and (3)   otherwise suitable for permitting and construction without modification that will affect or require   modifications to the Landlord's previous design or submission( s) to the County and/or the Approved   Schedule, in its agreement to perform Landlord's Work in accordance with the Approved Schedule.   2. Tenant agrees that Tenant's Representative (or both) shall be available to meet   and consult with Landlord's Representative at the Building as Tenant's representative on an ongoing   basis respecting the matters which are the subject of this Exhibit C, and that Tenant's Representative   shall have the power to legally bind Tenant with respect to (a) notices to and from Tenant making   requests for and approving changes, (b) giving approval of plans or work, and/or (c) otherwise giving   directions to Landlord under this Exhibit C.   C-8    





 







C. Landlord's General Design Representations and Covenants.   1. Landlord represents and covenants to Tenant that (i) Landlord will employ   suitable and qualified design professionals to prepare construction documents for the Base Building   Improvements, and acknowledges that Tenant will be relying upon such documents being in   conformity with all applicable Govemmental Requirements, and otherwise suitable for permitting   and construction, without modification that would delay the Tenant's design schedule, in its   agreement to provide Tenant design documentation in accordance with the covenants described in   Section LB, above, and Section II.C.(I)(a) and (b), below, and (ii) Landlord will use good faith,   diligent efforts to expedite to the extent reasonably practicable the timing of governmental review   and approval of permit submissions.   2. Landlord agrees that Landlord's Representative shall be available to meet and   consult with Tenant's Representative at the Building, as the contractually appointed representative   of Landlord, on an ongoing basis respecting the matters which are the subject of this Exhibit C, and   that, subject to the constraints regarding authority established under any development services   agreement that may then exist between Landlord's Representative and Landlord (of which   constraints Landlord's Representative agrees to advise Tenant when applicable), Landlord's   Representative shall have the power to legally bind Landlord with respect to (a) noticesto and from   Landlord making requests for and approving changes, (b) giving approval of plans or work, andlor   (c) other communications with Tenant under this Exhibit C.   D. General Covenants.   1. General Factual Acknowledgments. Landlord and Tenant hereby acknowledge   the following factual matters: As of the date of execution of the Lease, Landlord is owner or   contract purchaser of the Land, which constitutes a portion of a planned development known as   Cranberry Woods Business Park, an approximately 327 acre parcel formerly owned by Mine Safety   Appliances, Inc. ("MSA"), and currently owned by various entities including MSA, upon which a   mixed use project consisting primarily of office uses has been (such parcel, the "Master Parcel"), or   will in the future be, developed in a coordinated fashion, and substantially in accordance with the   applicable zoning requirements, as the same may be amended in accordance herewith. In connection   therewith, the Master Parcel has been subjected, inter alia, to the operation and effect of the   Declaration (which includes certain architectural covenants applicable to Landlord's Work). The   performance of Landlord' s Work is further subject to the issuance of final approval to Landlord for   a site plan providing for the development of the Improvements on the Land in accordance herewith,   the issuance of building permits and other approvals typically associated with the development of   a commercial office building in the Township, and the completion of certain improvements required   under (or which will be required under) the Approved Site Plan.   2. Landlord's General Responsibilities. Except as set forth herein, Landlord   shall be responsible for all matters that must be accomplished to complete the construction of the   Base Building Improvements and Landlord's TI Work (but excluding any Tenant Work), including   C-9    





 







filing plans and other required documentation with the proper governmental authorities and securing   all necessary permits for the performance of any and all work required to be performed under the   Construction Documents; and, upon completion of the Base Building Improvements and Landlord's   TI Work, all approvals and permits necessary for Tenant to occupy the Premises including all final   inspections for issuance of Tenant's final certificate of use and occupancy. The foregoing   notwithstanding, Tenant shall still bear sole responsibility (i) for ensuring that all TI Plans are in   compliance with all applicable Governmental Requirements, (ii) for the design and performance of   all Tenant Work, and (iii) for the proper installation of its furniture, fixtures and equipment and other   move-in activities, all as necessary to achieve Substantial Completion and secure [mal inspection   approvals of Landlord 's Work. Promptly after issuance of the requisite permits for Landlord's Base   Building Work, and entry into a general construction contract with the Base Building GC (which   Landlord agrees to do promptly after its selection of the Base Building GC), Landlord agrees to   cause the Base Building GC to commence and thereafter to perform Landlord's Base Building Work   in a diligent, first class and good and workmanlike manner, and in accordance with applicable   Governmental Requirements, including all Access Laws. Promptly after issuance of the requisite   permits for Landlord's TI Work, and the completion of the bidding process described in Part IV of   this Exhibit C, Landlord agrees to cause the TI GC to commence and thereafter to perform   Landlord's TI Work in a diligent, first class and good and workmanlike manner and in accordance   with the Approved TI Plans. Landlord hereby covenants and warrants to Tenant that upon   completion of the Landlord's Work, the Base Building Improvements will have been designed and   constructed in accordance with all applicable Governmental Requirements, including all Access   Laws (provided Tenant will continue to be responsible for the compliance of its Tenant   Improvements with such Governmentai Requirements and Access Laws, and for the proper   integration of all Tenant Improvements designed by Tenant's Architect or Tenant's Engineer with   such Base Building Improvements).   3. Construction Period Covenants. During the period of construction of the   Improvements, Tenant shall have the right to participate in the budgeting for Landlord's TI Work,   the preparation and administration of bid packages for Landlord's TI Work (including the approval   rights more fully described in Part IV, below), and to attend and participate in progress meetings   with the TI GC and Design Professionals, change order processing, fee submittals and close out (and   Tenant will use all reasonable and diligent efforts not to interfere with, or cause delay in the   performance of, Landlord's Work in connection with its exercise of such participation rights).   E. Provisions Regarding Legal Effect of Tenant Delays and Force Majeure   1. Generally. The parties acknowledge that it is their intent to provide in this   Exhibit C for a statement of what the legal effect is in the event there is any delay in the performance   of Landlord's TI Work and the Base Building Improvements as a result of the acts, omissions or   breaches of this Exhibit C and the Lease by Tenant and Tenant's Agents and/or by virtue of the   occurrence of Force Majeure. This Section I.E is intended to better define the meaning and   consequences of the term "Tenant Delay" for purposes of defining, limiting and excusing the   responsibilities of Landlord hereunder, and in relation to responsibility for the timing and cost of   performance of Landlord's Work.   C-lO    





 







2. Delay Caused by Tenant and Landlord.   (a) "Tenant Delay" shall mean any actual delay in the performance (and,   if applicable, completion) of Landlord's Work occasioned by anyone or more of the following   causes;   (i) any negligence, misconduct or interference of Tenant andlor   Tenant's Agents, with respect to any aspect of the design, permitting and/or performance of   Landlord's Work;   (ii) any delay by Tenant in the preparation, review andlor   approval of the TI Plans beyond the time period provided therefor in the Approved Design   Schedule and/or this Exhibit C, including (A) the failure of Tenant to submit a Space Plan   which complies with all requirements described in the definition of "Space Plan", by the date   for such submission indicated on the Approved Schedule, (B) the transmission of revisions   to such Space Plan by Tenant after submission, other than as part of the collaborativ~ process   of resolving Landlord objections described in Section II.C.l.(a), below, (C) the failure of   Tenant to submit appropriate TI Plans for the entire Premises by the date for such submission   indicated on the Approved Schedule, (D) the transmission of revisions to the TI Plans by   Tenant after submission, other than as part of the collaborative process of resolving Landlord   objections described in described in Section II.C.(2), below, and (E) any failure of Tenant   to comply with the Tenant's general design covenants set forth in Section LB, above;   (iii) any change order initiated by Tenant or required by Tenant's   failure to comply with this Exhibit C;   (iv) any other breach by Tenant of its obligations under this Exhibit.c, including Tenant's obligation to fund Excess TI Costs as and when required under such   . Section.   (v) any failure to achieve Substantial Completion of Landlord's   Work, or to obtain an inspection approval with respect thereto, to the extent caused by the   failure of the TI Plans to comply with applicable Governmental Requirements;   (vi) any failure to achieve Substantial Completion of Landlord's   work, or to obtain an inspection approval with respect thereto, to the extent caused by delay   in the performance of any Tenant Work or by the non-compliance of any .Tenant Work as   performed by Tenant with applicable Governmental Requirements; and   (vii) any other item which, under the terms ofthis Exhibit C or the   Lease constitutes a Tenant Delay.   (b) Without limitation, Tenant agrees that if a failure by Tenant to take   a required action for a period of time after the date such action was required to be taken causes a   cn    





 







delay in Substantial Completion which exceeds the duration of Tenant's failure, then the length of   the Tenant Delay shall be the longer period of time with respect to which Landlord's performance   was delayed, and not the shorter period that corresponded to the duration of Tenant's failure;   conversely, if Tenant's failure to take a required action for a period oftime after the date such action   was required to be taken gives rise to delay in Substantial Completion which is shorter than the   duration of Tenant's failure, then the length of the Tenant Delay shall be the shorter period of time   with respect to which Landlord's performance was delayed, and not the longer period that   corresponded to the duration of Tenant' s failure (the intent being that the measure of a Tenant Delay   be made by reference to the number of days of actual delay in the performance of, or, if applicable,   completion of, Landlord's Work). Landlord and Tenant agree that, typically, charging Tenant under   this Exhibit C with the delay arising out of a Tenant Delay will be limited to circumstances where   such Tenant Delays causes actual delay in the completion of Landlord's Work; but Tenant   acknowledges that where a Tenant Delay adversely affects the timing of performance of Landlord's   Work, such that Landlord elects in accordance with this Exhibit C to incur overtime charges or other   additional costs, or take other measures involving additional cost, in order to stay within the   parameters of the Approved Schedule (i.e., to catch up the number of lost days), the fact that the   Tenant Delay did not ultimately have the effect of actually delaying completion of Landlord 's Work   because of such measures taken by Landlord shall not be construed to relieve Tenant of its   responsibility for the cost of Landlord having taken such additional measures (if reasonably   justified), as and to the extent provided for herein.   (c) (i) To the extent compliance by Landlord with any responsibility of   Landlord under this Exhibit C is delayed or prevented due to any Tenant Delay, Landlord shall be   excused from such satisfaction to the extent of such Tenant Delay, and any additional costs incurred   by Landlord to complete such responsibility as a direct result of such Tenant Delay shall be Tenant's   responsibility. Without limitation, Landlord shall not be responsible for any permitting delays,   bidding delays, construction delays, delays in final inspections, etc., caused by Tenant Delay. In   addition, any revisions to the Construction Documents required to achieve compliance thereof with   any applicable Governmental Requirements, or to coordinate the Approved TI Plans appropriately   with the Approved Base Building Plans, in either case caused by the failure or breach of the   foregoing representations and covenants of Tenant shall be subject to Landlord's reasonable   approval, and if approved, shall constitute a Base Building Change Order or a TI Change Order, as   the case may be (and all costs and delays associated therewith shall be Tenant's responsibility).   (ii) To the extent compliance by Tenant with any responsibility of   Tenant under this Exhibit C (including its responsibility to deliver the Space Plan and TI Plans to   Landlord as and when required herein) is delayed or prevented due to any Landlord Delay, Tenant   shall be excused from such compliance to the extent of such Landlord Delay, and any additional   costs incurred by Tenant to comply with such responsibility as a direct result of such Landlord Delay   shall be Landlord's responsibility. Without limitation, Tenant shall not be responsible for any   permitting delays, bidding delays, construction delays, delays in final inspections, etc., caused by   Landlord Delay. In addition, any revisions to the Approved Plans required to achieve compliance   .of the Approved Plans with any applicable Governmental Requirements, or to coordinate the   Approved TI Plans appropriately with the Approved Base Building Plans, in either case caused by   C-12    





 







the failure of Landlord to comply with its general design covenants, above, shall be subject to   Tenant's reasonable approval, and if the same requires a Base Building Change Order or a TI   Change Order, as the case may be, the incremental additional cost (and delays) associated therewith   shall be Landlord's responsibility.   (d) (i) Landlord may not claim the benefit of a Tenant Delay unless   Landlord notifies Tenant in writing of such Tenant Delay within five (5) business days after   Landlord first becomes aware of its existence, which notice shall describe the nature of the event   giving rise to the claim of Tenant Delay, Landlord's basis for claiming that the event in question   constitutes a Tenant Delay, and, if practicable, Landlord's good faith estimate of the period of delay   which will be caused by such Tenant Delay (such notice, a "Tenant Delay Notice"); provided, that   if Landlord fails to give a Tenant Delay Notice within five (5) business days after Landlord first   becomes aware of a Tenant Delay, the same shall not constitute an absolute waiver of Landlord's   right to claim such Tenant Delay, but in such event, the Tenant Delay in question will be deemed   to begin one (1) business day after the date of Tenant's receipt (or deemed receipt under Section 30   of the Lease) of such Tenant Delay Notice (irrespective of when the event giving rise to the Tenant   Delay began).   (ii) Tenant may not claim the benefit of a Landlord Delay unless   Tenant notifies Landlord in writing of such Landlord Delay within five (5) business days after   Tenant first becomes aware of its existence, which notice shall describe the nature of the event   giving rise to the claim of Landlord Delay, Tenant's basis for claiming that the event in question   constitutes a Landlord Delay, and, ifpracticable, Tenant's good faith estimate of the period of delay   which will be caused by such Landlord Delay (such notice, a "Landlord Delay Notice"); provided,   that if Tenant fails to give a Landlord Delay Notice within five (5) business days after Tenant first   becomes aware of a Landlord Delay, the same shall not constitute an absolute waiver of Ten ant's   right to claim such Landlord Delay, but in such event, the Landlord Delay in question will be   deemed to begin one (1) business day after the date of Landlord's receipt (or deemed receipt under   Section 30 of the Lease) of such Landlord Delay Notice (irrespective of when the event giving rise   to the Landlord Delay began).   3. Force Majeure.   (a) Landlord may not claim the benefit of a Force Majeure under this   Exhibit C unless Landlord notifies Tenant in writing of such Force Majeure within five (5) business   days after Landlord first becomes aware of its existence, which notice shall describe the nature of   the event giving rise to the claim of Force Majeure, Landlord's basis for claiming that the event in   question constitutes a Force Majeure, and, if practicable, Landlord's good faith estimate of the period   of delay which will be caused by such Force Majeure (such notice, a "Force Majeure Notice");   provided, that if Landlord fails to give a Force Majeure Notice within five (5) business days after   Landlord first becomes aware of a Force Majeure, the same shall not constitute an absolute waiver   of Landlord's right to claim such Force Majeure, but in such event, the Force Majeure in question   will be deemed to begin one (1) business day after the date of Ten ant's receipt (or deemed receipt   under Section 30 of the Lease) of such Force Majeure Notice (irrespective of when the event giving   rise to the Force Majeure began). The foregoing provision to contrary notwithstanding, in the case   C-13    





 







of Unusually Inclement Weather, Excessive Permitting Delays and similar types of Force Majeure   which require some permitted period of delay to elapse before the cause in question is deemed to   constitute a Force Majeure, Landlord shall be deemed to have become aware of the existence of the   Force Majeure delay (and shall be required to sent a Force Majeure Notice in respect thereof to   Tenant) only after Landlord has actual knowledge that the number of days of delay arising from such   cause has exceeded the number of days of delay which must elapse in order for such event to   constitute a Force Majeure. Byway of example, and not of limitation, Landlord shall not be required   to send a Force Majeure Notice with regard to Unusually Inclement Weather, or in order to claim   the benefit of a delay due.to Force Majeure in respect thereof, prior to the five (5) business days after   Landlord has actual knowledge that the 15th day of such inclement weather has elapsed.   (b) The provisions of this Exhibit C shall be construed fairly and as a whole (and   the definitions of Tenant Delay and Force Majeure shall be construed in conjunction with each other)   in those cases where delay in completion of items of Landlord 's Work for any phase ofthe Premises   are caused in part by Force Majeure and/or in part by Tenant Delay.   F. Timing. Landlord and Tenant acknowledge that all specific dates set forth in this   Exhibit C, including the dates set forth in the Approved Schedule, the dates set forth for initial   submission of the Space Plan and the TI Plans, and the dates set forth in Section Ill.C.(i) and (ii) (as   dates upon which Tenant may have the right to terminate this Lease if certain events have not   occurred by such dates), and all other dates derived therefrom in this Exhibit C, are predicated on   the assumption that this Lease will be executed and delivered on or before November 30, 2001.   Accordingly, and notwithstanding any provision of this Exhibit C to the contrary, in the event the   Lease was not executed and delivered by Tenant on or before November 30, 2001, then (in addition   to all other extensions which may be contemplated herein due to Landlord Delays, Tenant Delays   and/or Force Majeure, if any) each such date referenced herein shall be deemed to have been   extended one (1) day for each day elapsing between November 30, 2001 and the date upon which   the Lease is executed and delivered by Tenant.   II. LANDLORD'S WORK   A. Landlord's Base Building WorklDesign Covenants. Upon completion thereof,   Landlord shall submit to Tenant (for use in the preparation of the TI Plans) the Base Building Plans   at approximately the same time as the same are submitted for approval with the Township, in   accordance with the Approved Design Schedule.   B. Landlord's Base Building Worlc/General Performance Covenants. Promptly after the   later to occur of (i) the issuance of permits for the applicable portions of Landlord's Base Building'   Work, and (ii) Landlord's entry into the Base Building Construction Contract, which Landlord   covenants to do promptly after selecting the Base Building GC in accordance with the Approved   Schedule, Landlord will cause Landlord's .Base Building Work to be commenced, completed,   installed or performed, as the case may be, in accordance with the Approved Base Building Plans   and the Approved Schedule, subject to variations as described below, and any modifications required   C-14    





 







by applicable governmental authorities in review of the Approved Base Building Plans as part of the   process of obtaining a building permit. During construction of the Building, Landlord shall have the   right to make substitutions of material(s) of equivalent grade and quality, and to make changes   necessitated by conditions met in the course of construction.   C. Landlord's TI WorkiDesign and General Performance Covenants.   (1) Preparation of Plans and Specifications for Tenant Improvements.   (a) On or before the date indicated for such submission on the Approved   Design Schedule, Tenant shall submit to Landlord for Landlord's review and approval Tenant's   proposed Space Plan for the Tenant Improvements, which Space Plan shall, at a minimum, comply   with all requirements described in Section LA, above, under the defmition of "Space Plan", and   which shall be in a form that, if Landlord had no objections thereto, could constitute the Approved   Space Plan under this Exhibit C. Should Landlord have objections to Tenant's proposed Space Plan,   or any portion thereof, the parties shall use prompt, good faith and diligent efforts to resolve all such   objections through a collaborative process involving time frames for responses to each others   proposals and objections that is reasonably calculated to achieve final agreement on the Approved   Space Plan as soon as is reasonably possible after its initial submission, and in all events no later   than the date indicated for such approval on the Approved Design Schedule.   (b) Promptly after the parties reach agreement on the Approved Space   Plan, Tenant shall cause Tenant's Architect to prepare the TI Plans consistent with the Approved   Space Plan and otherwise in compliance with all Governmental Requirements, and, on or before the   date indicated for such submission on the Approved Design Schedule, Tenant shall submit the   completed TI Plans for the entire Premises to Landlord for approval. Without limitation, if the   parties are unable to reach agreement on the Approved Space Plan On or before the date indicated   for such submission on the Approved Design Schedule, as a result ofa delay caused by Landlord's   breach of its design covenants herein, then the time period within which Tenant is required to submit   TI Plans under this clause (b) shall be deemed extended one day for each such day of such delay in   reaching agreement on the Approved Space Plan which was caused by such breach.   (2) Approval of and Revisions to Plans and Specifications. As soon as practicable   after receipt of the TI Plans, but in no event more than ten (10) days after receipt thereof, Landlord   shall either approve such proposed TI Plans (which approval shall not be unreasonably withheld),   in which event the same shall thereupon constitute the Approved TI Plans, or shall return such TI   Plans to Tenant with its objections or suggested modifications. If Landlord sends objections or   proposed modifications to Tenant, and Landlord's modifications are acceptable to Tenant, said TI   Plans shall thereafter be revised by Tenant's Architect to reflect the applicable changes, and the same   shall be resubmitted to Landlord for approval within five (5) days after Tenant's receipt of   Landlord's objections or suggested modifications. If, upon receipt of Landlord' s modified TI Plans,   Tenant wishes to take exception thereto, Tenant may do so within five (5) days after the date upon   which Tenant first received Landlord's proposed modifications to the TI Plans. In such event, the   C-I5    





 







parties will meet prior to the expiration of such five (5) day period in order to engage in a   collaborative process of reaching agreement on outstanding issues and minimizing the time   necessary to reach final approval of the TI Plans. In all events, Tenant shall deliver revised TI Plans   to Landlord prior to the expiration of such five (5) day period, and Landlord shall grant its approval   or disapproval thereto, and/or state any further objections or proposed modifications, within five (5)   days after receipt thereof. After the first submission and resubmission, Landlord and Tenant agree   to restrict objections and disputes to matters which have not previously been agreed upon or accepted   by the other party, and deliver revised submissions. or objections within a five (5) day period, and   to continue the collaborative process described above. The parties shall attempt to reach agreement   .as soon as possible, and, in all events, within thirty (30) days after the date upon which Landlord   received Tenant's first submission ofTI Plans. The process of submissions and resubmissions shall   continue thereafter until final agreement is reached. Each party agrees that its failure to respond to   a submission or resubmission within the above-referenced time frames shall constitute such party's   acceptance of the submission or resubmission in question.   (3) Landlord's TI Work. Following final approval of the Approved TI Plans, or   sooner, to the extent reasonably practicable, Landlord agrees to submit for peer review of the   Approved TI Plans and apply for abuilding permit for the performance of Landlord's TI Work.   Promptly after the latest to occur of (i) the issuance of the applicable building permit, (ii) Landlord's   entry into the TI Construction Contract (which Landlord shall do in accordance with the Approved   Schedule), and (iii) the completion of such portion of Landlord's Base Building Work as is necessary   in order to commence Landlord's TI Work in compliance with prudent construction practices and   sequencing, Landlord will cause Landlord's TI Work to be commenced, completed, installed or   performed, as the case may be, in accordance withthe Approved TI Plans, subject only to minor   variations and!or variations necessitated by the unavailability of specified materials and equipment,   and any modifications required by applicable governmental authorities in review of the Approved   TI Plans as part of the process of obtaining a building permit, or during the performance of   Landlord's TI Work as required by governmental authorities and inspectors in order to obtain any   required interim inspection approvals, final inspection approvals or to secure issuance of a certificate   of occupancy or its equivalent.   (4) Change Orders Relating to Tenant Improvements. Tenant shall be allowed   to make modifications to the Approved TI Plans provided that (i) any such proposed modifications   shall be submitted to Landlord in writing, in the form of a proposed TI Change Order, for Landlord's   consent (A) to the extent such consent would otherwise be required if the proposed TI Change Order   were a proposed alteration of the Premises proposed by Tenant after the Commencement Date   pursuant to Section 15of the Lease, and (B) if required, using the same standard of review applicable   under Section 15 of the Lease (and Landlord shall have four (4) business days after receipt of all   documentation necessary for Landlord to properly review such proposed TI Change Order within   which to review and either approve or disapprove same (if such approval is required, as aforesaid),   provided that, in the event Landlord does not approve all items set forth in said proposed TI Change   Order, Landlord will notify Tenant of the basis for its disapproval, and Landlord and Tenant will   work together expeditiously and in a commercially reasonable manner to reach agreement on any   unapproved portions of such proposed TI Change Order, (ii) Tenant shall be obligated to pay (either   C-16    





 







through application of the TI Allowance or as an Excess TI Cost hereunder) any and all incremental   additional costs associated with such TI Change Order(s), and (iii) any delay in meeting the   Approved Schedule occasioned by any such change order shall be deemed a ''Tenant Delay" within   the meaning of this Exhibit C. Any change order approved pursuant to this subparagraph is referred   to herein as a "TI Change Order."   (5) Tenant's Inspection Right. Subject to the insurance requirements set forth   herein, and to reasonable safety restrictions, and reasonable prior notice to Landlord (so that   Landlord can coordinate such entries with the Base Building GC and/or the TI GC), Tenant shall   have the right to enter the Premises for purposes of inspecting Landlord's TI Work. To the extent   any entry of Tenant or Tenant's Agents within the Premises prior to Substantial Completion   interferes with the orderly progress of construction of Landlord's Work, Tenant shall cause such   interference to cease immediately; and any delays in the Substantial Completion of Landlord ' s Work   caused by such interference shall constitute a Tenant Delay hereunder. Access for such purposes   shall not be deemed to constitute possession or occupancy .. In no event may Tenant, Tenant's   Representative, Tenant's Architect, Tenant's Engineer or any other party within the Premises as   Tenant's invitee have the right to direct the TI GC or the Base Building GC as to any matter relating   to Landlord's Work, and all such concerns shall be directed to Landlord's Representative for   coordination with the applicable contractor.   (6) Interim Correction of Defects. Landlord shall promptly undertake and   diligently prosecute (or cause the TI GC to undertake and diligently prosecute) the correction of any   bona fide defects in Landlord's TI Work of which Landlord is notified in writing as a result of any   of the aforesaid inspections by Tenant.   (7) Substantial Completion; Delivery of Possession; Punch List.   (a) Landlord shall be obligated to provide Tenant with written notice of   its intent to tender possession of the Premises not less than three (3) calendar days prior to the date   Landlord anticipates that it will tender possession thereof to Tenant in accordance herewith (such   notice, a <C3-DayNotice"). The purpose of the 3-Day Notice is so that the parties can schedule a   walk-through on or before the date of tender of possession thereof (and Landlord and Tenant each   agrees to make itself available for the walk-through on the third (3rd)day after the 3-Day Notice).   Within three (3) days after Landlord delivers the 3-Day Notice, Tenant's Representative and   Landlord's Representative shall schedule and participate in a joint inspection of the Premises, for   purposes of (i) conferring about what, if any, items must be completed in order to achieve substantial   .completion to the extent necessary for Tenant to perform its Furniture Installation on the date   possession thereof is tendered to Tenant, and (ii) preparing a preliminary punch list with respect to   such level of substantial completion, provided that the timing of such inspection and punch list   preparation shall not delay the timing applicable to any determination that substantial completion   to the extent required to allow for tender of possession for purposes of Furniture Installation has   occurred, except as more fully provided in subparagraph (b), below, if Landlord fails to deliver the   3-Day notice in a timely fashion.   C-17    





 







(b) Section 1.4 of this Lease contains provisions which set forth   Landlord's and Tenant's respective rights and obligations in connection with the determination that   Landlord's TI Work is Substantially Complete (including those relating to Tenant's right of   inspection of the Premises, and Tenant's rightto dispute the correctness of Landlord's Certification   of Substantial Completion). Reference is hereby made to Section 1.4 of the Lease for a complete   recitation of such provisions, as if the same were fully repeated herein.   (c) If, as a result of the aforementioned joint inspection(s), Tenant   discovers Punch List Items (as the same is defined herein) that were not caused by Tenant Work, by   Tenant, or by Tenant's Agents, Tenant shall promptly notify Landlord thereof; provided, however,   that in the event of a dispute, Landlord and Tenant (and their respective Architects) shall negotiate   in good faith with one another with the goal of completing preparation of an appropriate Punch List,   and any dispute with the Base Building GC or TI GC (as the case may be) regarding the propriety   of including any Punch List Items shall be handled in accordance with the applicable terms of the   Base Building Construction Contract or the TI Construction Contract, as the case may be. The   existence of such punch list items shall not postpone the Commencement Date of this Lease as to   such phase of the Premises, nor the obligation of Tenant to pay Rent, additional rent or any other   charges due under this Lease.   (d) Landlord covenants and agrees to cause the Base Building GC or TI   GC, as applicable, to promptly commence and diligently pursue the correction of all Punch List   Items as soon as reasonably possible thereafter, and, subject to Force Majeure and any long lead   items required for such correction, to complete the correction of all Punch List items within sixty   (60) days after the Punch List is finalized. Landlord further covenants and agrees to repair or   replace (or to cause the repair or replacement of) any defects in Landlord's Work as soon as   reasonably practicable after Tenant provides notice thereof to Landlord; provided, however,   Landlord shall have no obligation to pay the cost of any repair to (nor shall Landlord have liability   to Tenant for defects in) Landlord's Work which are detected more than one (1) year after the date   of Substantial Completion of Landlord 's Work; or in the case of any such defect previously repaired,   first detected more thari six (6) months after the date of the last repair of such defect (unless the   original one (1) year warranty period is longer than the applicable six (6) month period). The   foregoing shall not affect, however, any of the general repair covenants set forth in the 'Lease, nor   shall it apply to limit the warranty period provided for by the manufacturer or supplier with respect   to any equipment incorporated into the Building or Premises, nor the warranty period otherwise   provided for under the terms of the Base Building Construction Contract or TI Construction   Contract, if such warranty period exceeds one (1) year.   (8) Early Work and Furniture Installation   (a) Landlord acknowledges that Tenant wishes to commence operations   from the Premises as soon as possible after Landlord's Work is Substantially Complete, and that   there are certain aspects of Tenant Work that need to be completed during the course of Landlord's   performance of Landlord's Work. Accordingly, Landlord and Tenant acknowledge and agree that   C-18    





 







Tenant shall be given access to the Premises prior to the Substantial Completion of Landlord's   Work, as and to the extent set forth herein, so that Tenant may perform certain items of Tenant   Work, and thereby expedite Tenant's use and occupancy of the Premises. Any such items of Tenant   Work shall be agreed upon in writing by Landlord and Tenant in their reasonable discretion prior   to the commencement of any such work, and shall be referred to herein as the "Early Work", which   shall include, without limitation, the installation of phone and data cabling, supplemental security   systems, arid audio/visual systems in the Premises to the extent not included within Landlord's TI   Work, and the installation by Tenant of Tenant's modular systems furniture even if shown in the   Approved TI Plans. Landlord and Tenant acknowledge and agree that the installation of modular   systems furniture in the Premises involves a higher degree of interference with the performance of   Landlord's Work than is the case with wiring installations, and shall be referred to separately herein   as the "Furniture Installation". Landlord and Tenant agree that the performance of any Early Work   shall be in accordance with this paragraph IT.B(8).   (b) Any entry to the Premises by Tenant for the purposes of performing   any Early Work shall be subject to all of the terms and conditions of the Lease, except for the   obligation to pay Base Rent and Additional (which will not be applicable until the Rent   Commencement Date for the Premises, as provided in the Lease), provided Tenant will be   responsible for the payment of utility expenses associated with Tenant's Early Work during such   period. In addition, any entry by the Tenant or Tenant's Agents: (i) shall be subject to the reasonable   insurance requirements of Landlord (which may incorporate the reasonable insurance requirements   of the Base Building GC and the TI GC), and (ii) shall comply with any reasonable scheduling   requirements of the Base Building GC or the TI Ge, as applicable (and, unless such entry is   scheduled for within the Approved Schedule, Tenant shall contact Landlord's Representative at least   two (2) full business days prior to Tenant's proposed time for such entry for Early Work so that   Landlord's Representative can coordinate such entry and Early Work with the Base Building GC or   the TI GC, as applicable; and Landlord shall use all reasonable efforts to accommodate such request   as long as Tenant's proposed entry will not interfere with the orderly completion of Landlord's Work   in accordance with the Approved Schedule). To the extent performance of Early Work by Tenant   or Tenant's Agents, causes actual delay in the Substantial Completion of Landlord 's Work, the same   shall constitute a Tenant Delay hereunder. In addition, Tenant shall bear the full risk of loss for any   materials, equipment or other property which Tenant's personnel bring into the Building or the   Premises in connection with any Early Work.   (c) Landlord agrees to cause the Base Building GC and TI GC (and   others) to cooperate in good faith with Tenant (and Tenant agrees to cooperate in good faith with   Landlord) to accommodate Tenant's requested entry dates, and to otherwise use all reasonable efforts   to enable the Tenant to have access to each floor of the Premises as soon as the commencement of   Early Work becomes feasible. In furtherance of the foregoing, Landlord agrees that the construction   schedule set forth in the TI Construction Contract will make provision for, and Tenant's Agents shall   generally be permitted to gain, access to applicable phases of the Premises approximately forty-five   (45) days prior to the date of Substantial Completion thereoffor purposes of data, telecom, security   system and NY system wiring installations, and thirty-one (31) days prior to the date of Substantial   C-19    





 







Completion thereof for purposes of Furniture Installation, provided Tenant will continue to be   responsible for unreasonable interruption of, disruption to, or interference with the performance of   Landlord's Work in such areas as generally reflected in the Approved Schedule caused by its failure   to appropriately coordinate the timing of Early Work by Tenant or Tenant's Agents therein so as to   avoid such unreasonable interference, disruption or interruption.   III. TIMING OF CONSTRUCTION   A. Approved Schedule. Subject to Force Majeure and Tenant Delays, Landlord agrees   to cause Landlord's Work to be Substantially Completed in accordance with the Approved Schedule.   Landlord shall use reasonable efforts to notify Tenant of any material delays in the progress of   construction that might prevent Substantial Completion of Landlord's Work in accordance with the   dates set forth in the Approved Schedule (even if due to Force Majeure and Tenant Delays), together   with an estimate of the duration of such delay, within a reasonable time period after Landlord   becomes aware that such delays may prevent timely achievement of Substantial Completion by the   dates provided for under the Approved Schedule. Landlord will, upon Tenant's written request,   investigate with the GC if it is possible to mitigate such delay by accelerating the completion of   Landlord's Work (through overtime and the like) in order to reduce or eliminate any anticipated   delay, and, if so, Landlord and the GC will identify the cost which will be associated with   accelerating the completion of Landlord's Work to the extent delayed thereby (or the portion thereof   which is affected by such delay). If such acceleration is possible, Landlord will, in consultation with   Tenant (and subject to Tenant's approval if the cost thereof is to be borne by Tenant), reasonably   approve change orders allowing for such acceleration provided that, unless such delays occur as a   result of a breach of Landlord's covenants under this Exhibit C, the cost of such acceleration shall   be borne by Tenant (which may apply the TI Allowance thereto, or treat such costs as Excess TI   Costs hereunder).   B. Effect of Delay. To the extent any phase of Landlord's Work is not Substantially   .Completed as of the dates indicated within the Approved Schedule, the following provisions shall   apply:   (i) If and to the extent Substantial Completion is delayed beyond the   dates set forth in the Approved Schedule, but not beyond the Penalty Date, then the   Commencement Date of this Lease shall be the date upon which Substantial Completion of   Landlord's Work occurs, but such delay shall not otherwise result in or give rise to any   damages or penalties payable by Landlord to Tenant, nor constitute a default by Landlord   under this Lease; provided that to the extent such delay is caused by Tenant Delay(s), the   Commencement Date of this Lease shall be deemed to be the date upon which Landlord's   Work would have been Substantially Completed (and Tenant permitted to lawfully occupy   the Premises) but/or such Tenant Delay(s), and Landlord shall not be liable to Tenant for   any Rent abatement, damages, penalties or other rights and remedies as a result thereof.   (ii) If and to the extent Substantial Completion is delayed beyond the   Penalty Date, then:   (A) If and to the extent such non-completion occurs as a result of   C-20    





 







any event of "Force Majeure", the Commencement Date ofthis Lease shall be the date upon   which Substantial Completion of Landlord's Work occurs, but such delay shall not otherwise   result in or give rise to any damages or penalties payable by Landlord to Tenant, nor   constitute a default by Landlord under this Lease.   (B) If and to the extent such non-completion occurs other than as   a result of any Tenant Delays or Force Majeure, then (1) the Commencement Date of this   Lease shall be the date of Substantial Completion of Landlord's Work, and (2) Tenant shall   also be entitled to receive a credit against Base Rent (commencing on the Commencement   Date, as adjusted pursuant to this subparagraph) in an amount equal to the sum of (a) product   of (i) one (1) day's per diem Base Rent for the Premises as applicable for the first month of   the Term, multiplied by (ii) the number of days elapsing between the Penalty Date and the   date Substantial Completion is achieved by Landlord; and (b) an amount equal to the   differential between the base rent normally payable by Tenant under that certain Sublease   dated June 28, 2001 between Tenant and Danieili Corporation at Cranberry Woods I (the   "Danieili Sublease") and any holdover rent actually paid by Tenant under the Danieili   Sublease between the Penalty Date and the date Substantial Completion is achieved by   Landlord.   (C) If and to the extent Substantial Completion of any applicable   phase of Landlord's Work is delayed as a result of any Tenant Delay(s), the Commencement   Date of this Lease shall be deemed to be the date upon which Landlord's Work would have   been Substantially Completed (and Tenant permitted to lawfully occupy the Premises) but   for such Tenant Delay(s), and Landlord shall not be liable to Tenant for any Rent abatement,   damages or other rights and remedies as a result thereof.   (D) The provisions of clauses (ii)(A) , (B) and (C) shall be   construed in conjunction with each other in those cases where delay in completion ofitems   of Landlord's Work are caused in part by Force Majeure and in part by Tenant Delays.   Except as set forth in Section Ill.C, below, the foregoing shall constitute the sole and exclusive   remedies of Landlord and Tenant if Substantial Completion of Landlord's Work is delayed past the   dates established therefor in the Approved Schedule.   C. Additional Remedies. In addition to the remedies provided in Section II.B, above,   but in lieu of any other rights and remedies at law or in equity, Landlord and Tenant agree to the   following additional remedy in the event of a default in the performance of Landlord's Work   hereunder:   (i) If Landlord fails to achieve Steel Erection Completion by the Steel Erection   Completion Deadline, which date shall be extended one (1) day for each day of delay in actually   achieving Steel Erection Completion caused by Tenant Delays and/or Force Majeure, then at any   time thereafter until the date Landlord achieves Steel Erection Completion, Tenant shall have the   right to terminate this Lease pursuant to this Section IIIC.(i) by written notice of termination to   Landlord delivered no later than ten (10) business days after the Steel Erection Completion Deadline,   as so extended, in which event this Lease shall be deemed void, ab initio, and of no further force and   C-21    





 







effect, and the parties shall be released from all liabilities and obligations arising hereunder. If   Tenant fails or declines to deliver such termination notice within ten (10) business days after the   Steel Erection Completion Deadline, as so extended, then Tenant will be deemed to have waived its   termination right under this Section III.C.(i), and this Lease shall continue in full force and effect.   (ii) If Landlord fails to achieve Substantial Completion of Landlord's Work on   or before August 31, 2003 (or to tender possession of the Premises to Tenant with substantial   completion achieved tothe extent necessary for Tenant to lawfully commence Furniture Installation   by August 1, 2003), which dates shall be extended one (1) day for each day of delay in actually   achieving Substantial Completion (or such lesser standard of substantial completion, as applicable)   caused by Tenant Delays and Force Majeure (as so extended, the "Completion Deadline"), then   Tenant shall have the right to terminate this Lease pursuant to this Section ill.C.(ii) by written notice   of termination to Landlord delivered no later than ten (10) business days after the Completion   Deadline, in which event this Lease shall be deemed void, ab initio, and of no further force and   effect, and the parties shall be released from all liabilities and obligations arising hereunder. If   Tenant fails or declines to deliver such termination notice within ten (I 0) business days after the   Completion Deadline, then Tenant will be deemed to have waived its termination right under this   Section ill.C.(ii), and this Lease shall continue in full force and effect at any time thereafter until the   date Landlord achieves Substantial Completion (or such lesser standard of substantial completion   necessary for Tenant to lawfully commence Furniture Installation, as applicable).   IV. COSTS   A. Payment of Costs. Except for TI Costs (for which Tenant shall bear sole financial   responsibility subject to Landlord's obligation to fund the TI Allowance), Landlord shall be   responsible for and shall pay when due all costs associated with the acquisition of the Land, the   preparation of Construction Documents (excluding the TI Plans), and the performance of Landlord's   Work in accordance with this Exhibit C. The foregoing notwithstanding, Tenant shall be entitled   to a credit against the costs of Landlord's TI Work for which Tenant is financially responsible   (including the TI Costs and costs of preparation of the TI Plans) in an amount equal to the TI   Allowance. To the extent costs expended by Landlord to construct Landlord's TI Work, plus any   Excess TI Costs, are less than the TI Allowance, the excess amount may be expended on costs   associated the installation of data/voice cabling, security systems and other equipment integrated   within the Premises or for Tenant Work (upon submission of invoices for the applicable work,   including a letter from Tenant specifically approving such invoices and directing Landlord to pay   a specified amount to a specified party, or requesting reimbursement for such expenses to the extent   already paid by Tenant, together with certifications regarding completion (or partial completion) of   such work by appropriate design professionals, lien waivers (to the extent reasonably applicable to   the type of expense being funded) which may be partial or final lien waivers depending upon the   status of completion, and satisfaction of other reasonable and customary funding requirements   invoked by Landlord's lender(s) and (if applicable) equity funding sources); for moving expenses,   legal expenses, systems furniture expenses or other similar expenses associated with Tenant's leasing   of and move-in to the Premises (collectively, "Leasing Expenses"); and, if after such further   application, the full amount of the TI Allowance still has not been utilized, Tenant be entitled to   credit the unused amount against payments of Rent due under the Lease. To the extent the costs of   Landlord's TI Work exceed the TI Allowance, the same shall constitute Excess TI Costs under this   C-22    





 







Exhibit c.   B. Bidding.   (1) Any reference in this paragraph IV.B to Tenant shall be deemed to refer to   Tenant acting through Tenant's Representative after the completion of Construction Documents.   After agreement upon the relevant portions of the Construction Documents, Landlord shall, with the   assistance and cooperation of Tenant's Architect and Tenant's Representative, prepare one or more   bidding packages for the different components of Landlord 's TI Work, based upon the Construction   Documents.   (2) After completion of such bidding package, Landlord shall (in consultation and   cooperation with Tenant) commence a bid solicitation process for Landlord's TI Work on a   competitive basis, in accordance herewith. Landlord will solicit bids for Landlord's TI Work from   a minimum offour (4) general contractors, at least one of which will be Landlord's Base Building   GC, and all of whom shall be subject to approval by both Landlord and Tenant. Tenant may   designate at least three (3) general contractors to participate in such bidding process, subject to   Landlord's reasonable approval. All general contractors submitting bids shall be licensed in   Pennsylvania, have demonstrated ability to perform the work in a first class, good and workmanlike   and timely manner (i.e., within the time frames established under the Approved Schedule), able to   provide a payment and performance bond, required to provide in its schedule for performance of the   applicable work time periods within which Tenant can perform Early Work and Furniture   Installation as provided for herein, and each shall be subject to the consent of the other party, which   shall not be unreasonably withheld, conditioned or delayed (and which shall be deemed given if the   party whose consent is required does not object to an identified contractor within three (3) business   days after the identity of such contractor is communicated to such party in writing). In the event that   the Building (or any ownership interests therein) are owned by the Multi-Employer Property Trust   or other union pension fund or retirement plan, then it shall also be a requirement that the general   contractor and all subcontractors be signatories to the AFLiCIO. The bid solicitation will require   the general contractors to competitively bid subcontracts for all major trades. Tenant may require   that specific items of Landlord's TI Work be unit priced during the course of the bid process.   Landlord agrees to cause each bidder to identify "long lead" items or materials which might delay   Substantial Completion of Landlord's Work in accordance with the Approved Schedule, and shall   notify Tenant of the same promptly after such identification can be made. If Tenant does not, prior   to selection of the successful bidder, delete or modify any "long lead items" identified within the bid   that is ultimately selected by Landlord and Tenant and replace same with alternative items (if any   are available) that are not "long lead items", then Tenant will be deemed to have accepted such "long   lead items" and any delay associated therewith, and any delay in Substantial Completion of a phase   of the Premises occasioned by the continued inclusion by Tenant of such "long lead items" shall   constitute a Tenant Delay under this Exhibit C. Landlord and Tenant shall cooperate in good faith   to avoid such "long lead" items or materials,   (3) All contractors shall submit their bids ("Bids") directly to Landlord, Tenant,   and Tenant's Project Manager, each of whom will review and analyze all Bids submitted. Upon   receiving all Bids or expiration of the bid submission period (as set forth in the bid solicitation),   C-23    





 







whichever first occurs, the parties shall have seven (7) days to review the Bids and request any   clarifications thereof from the applicable bidders, including with respect to any long lead items   (which request for clarification shall, in all events, be coordinated through Landlord, and is referred   to as a "Request for Clarification"). If Tenant initiates a Request for Clarification, Landlord shall   promptly commence diligent efforts to cause the information requested to be furnished, if possible.   Within seven (7) days after receipt of the Bids from all qualified contractors, or, if one or more   Requests for Clarification have been made, within five (5) days after receipt of the clarification   requested (but in no event more than 15 days after the expiration of the bid submission period, as   set forth in the bid solicitation) (the "Selection Deadline"), Landlord and Tenant shall select the   qualified general contractor determined by Landlord and Tenant in good faith to be the acceptable   bid ("Final TI Bid"), based upon a good faith review of all relevant considerations, including the   relative bid prices, factors relating to the bidder' relative ability to perform (including other   anticipated commitments and obligations of the bidders at such time), the ability of the bidders to   coordinate effectively with the Base Building GC, any proposed changes to the form of construction   contract attached to the bid solicitation, any other deviations from the qualifications established   within the bid solicitation, past performance issues (if any) involving the respective bidders,   subjective qualitative evaluations made in good faith by both Landlord and Tenant, and all other   appropriate factors; and (i) the parties generally agree that the lowest priced bidder which meets the   construction schedule, contractual requirements and other qualifications set forth in the bid   solicitation shall be awarded the 11Construction Contract, and (ii) if Landlord and Tenant cannot   reach agreement, despite their good faith efforts, on the bidder to whom the TI Construction Contract   should be awarded, then Landlord shall be entitled to make the final determination unless Tenant   agrees in writing to indemnify and hold Landlord harmless against the effects of all provisions of   the bid which Tenant would designate for selection to which Landlord objects in good faith. No later   than 5:OOp.m.,Eastern Time, on the Selection Deadline, Tenant shall indicate in writing its approval   of the award of the Final TI Bid, and Tenant agrees (i) that Landlord shall not be obligated to   proceed to negotiation of the final TI Construction Contract, nor the commencement of Landlord's   TI Work, until such time as Tenant has delivered its written approval of the award of the Final TI   Bid to Landlord, and (ii) any delay in Tenant's delivery of its written approval of the award of the   Final TI Bid to Landlord beyond the Selection Deadline shall constitute a Tenant Delay under this   Lease. Landlord shall notbe required to obtain Tenant's approval regarding the bidding or selection   process with regard to any aspect of Landlord's Work other than Landlord's TI Work.   (4) Promptly after selection of the TI GC for Landlord's TI Work, and Tenant's   delivery of its written approval of the award of'the Final TI Bid to Landlord, Landlord will negotiate   the terms of, and execute and deliver, a final TI Construction Contract with such TI GC in   accordance with the Final TI Bid (and the pricing reflected therein), and the general form of   construction contract attached to the bid solicitation for Landlord's TI Work as modified within the   bidding process. Tenant shall have the right to review such contract prior to the bid solicitation, and   to provide input and suggestions regarding the terms thereof, but the final determination of the form   of such contract to be included in the bid solicitation, and to be executed with the TI GC, shall be   made by Landlord, in Landlord's good faith judgment.   (5) Landlord and Tenant shall endeavor to meet with each other and with the TI   GC and the Design Professionals on a weekly basis to review design and construction issues for   Landlord's TI Work at all times prior to Substantial Completion thereof. In conjunction with such   C-24    





 







meetings, Landlord will use diligent efforts to cause the TI GC: (A) to notify Landlord and Tenant   of any scheduled government inspections of Landlord's TI Work so that each party, and its   representatives, can be present therefor; and (B) to permit Tenant's Representative reasonable access   to the Premises during the construction period, as necessary to conduct the inspections contemplated   by this Exhibit C.   (6) Tenant shall have the right to engage in value engineering during the course   of any bidding process in order to reduce the Costs for which Tenant is responsible hereunder,   provided that any actual delay in the comp letion of (or in reaching agreement upon) the Construction   Documents, in the issuance of any permit for the construction of Landlord's Base Building Work   or Landlord's TI Work (including as a result of modifications required to any plan submissions   Landlord has made prior to such date with the Township), or in the completion of the bidding   process, resulting from such value engineering by Tenant, shall constitute a "Tenant Delay" for all   purposes of this Lease.   C. Final Reconciliation.   (1) Within sixty (60) days after final completion of Landlord 's TI Work, Landlord   shall cause Landlord's Representative to provide Tenant with the Final Reconciliation and arrange   to meet with Tenant to discuss the contents thereof. To the extent Landlord requires information in   Tenant's possession in order for Landlord to prepare the Final Reconciliation, Landlord will   promptly notify Tenant of the needed information, and Tenant agrees to provide such information   to Landlord promptly after Landlord's written request specifying the information required to the   extent in Tenant's possession, custody or control. Landlord's delivery of the Final Reconciliation   shall be excused for so long as Tenant delays in providing information needed to complete same   which is in Tenant's possession, custody or control to Landlord. If the Final Reconciliation indicates   that the total cost to complete Landlord's TI Work exceeds the TI Allowance, then such excess shall   constitute an Excess TI Cost for purposes of this Exhibit C and shall be payable by Tenant to   Landlord within ten (10) business days after Landlord's written demand (to the extent not theretofore   funded by Tenant).   (2) If the Final TI Bid (or any combination of Tl Costs for which Tenant will be   responsible hereunder) exceeds the TI Allowance, Landlord shall have the right to require payment   from Tenant of the amount by which aggregate Excess TI Costs exceeds the T! Allowance prior to   being obligated to proceed with the TI Work from which such Excess TI Costs are derived, which   payment shall be made by Tenant to Landlord within ten (10) business days after Landlord's written   demand accompanied by reasonable substantiating documentation, and which (ifbeingpaid to defray   Excess Costs which are not yet due and payable to the contractor under the terms of the applicable   construction contract) will be held by Landlord, in trust, to be disbursed pari passu with any amounts   utilized by Landlord to make payments in respect of TI Costs. Any amounts paid by Tenant to   Landlord under this provision shall be credited against such Excess TI Costs.   D. First-Class Lien-Free Completion: Warranties. Except as specified in the   Construction Documents, Landlord shall use only first class materials in connection with any   Landlord Work. All Landlord Work shall be paid for in full and in a timely fashion by Landlord   (subject to Tenant's obligation to fund Excess TI Costs as and to the extent set forth herein), and   C-25    





 







shall be performed in a lien-free, first-class, and good and workmanlike manner. Landlord shall   either assign to Tenant, or enforce on Tenant's behalf, all warranties on Landlord's Work to the   extent Tenant is responsible for the maintenance or repair of such items and the same would be   covered by such warranties.   V. TENANT WORK   A. Generally.   (1) All Tenant Work shall be performed in accordance with plans and   specifications approved by Landlord, which approvals shall not be unreasonably withheld and shall   generally be subject to the standards applicable to approval of Tenant alterations pursuant to Section   15 of the Lease (and Landlord agrees that it may not disapprove any item shown therein if Landlord   would not have the right to disapprove such item under Section 15 if such item were a Tenant   alteration), subject only to variations as described below, and any modifications required by   applicable governmental authorities in review of the plans for such Tenant Work as part of the   process of obtaining a permit therefor. During construction of Tenant Work, Tenant shall have the   right to make substitutions of material(s) of equivalent grade and quality, and to make changes   necessitated by conditions met in the course of construction, provided Tenant shall seek Landlord's   approval of any material change to the plans for such Tenant Work within the scope ofthe aforesaid   circumstances, which shall not be unreasonably withheld, conditioned or delayed, and which   approval shall be deemed given if Landlord fails to respond within three (3) business days of a   written request for approval. The procedure for submission of any plans and specifications for   Tenant Work shall be substantially identical to (i.e., a reverse mirror image of) the procedure for   obtaining Tenant's consent to the Approved Plans, unless the work in question does not require   Landlord approval under the standards applicable to approval of Tenant alterations pursuant to   Section 15 of the Lease, in which event Tenant shall still notify Landlord of the Tenant Work it is   proposing to perform. Tenant agrees that Landlord will have the right to inspect the performance of   Tenant Work by Tenant's contractor(s) and subcontractor(s), through a construction manager   appointed by Landlord, and Tenant agrees to cooperate with Landlord to facilitate such inspection,   including without limitation: (A) notifying Landlord and such construction manager of any   scheduled government inspections of Tenant's Work so that Landlord's Representative can be present   therefor; (B) permitting Landlord's Representative reasonable access to those portions of the   Premises in which Tenant Work is being performed during the construction period, as necessary to   perform such inspections, and (C) complying (or causing its contractor to comply) with the   reasonable directions of Landlord's Representative in connection with Tenant Work, as long as such   directions are not inconsistent with the approved plans for such Tenant Work, Landlord shall use all   reasonable and diligent efforts not to interfere with the performance of any Tenant Work during the'   course of any inspections by Landlord's Representative pursuant to this Paragraph.   (2) Without limiting the generality or applicability of any provisions of this   Exhibit C or the Lease, Tenant agrees that the following provisions shall apply to the performance   of any Tenant Work:   (i) In performing any plumbing work which may require removal offloor   slab in corridors which are otherwise within the common areas of the Building, Tenant   C-26    





 







agrees upon completion of such plumbing work, to restore the finishes within such common   corridors to their original condition.   (ii) In performing portions of any Tenant Work which involve   construction work upon the exterior of the Building, Tenant agrees that it shall, at Tenant's   sole expense, restore all areas of the Building's exterior, including without limitation all   adjacent planting areas, sidewalks and parking areas, affected by the execution of such   Tenant Work, to their original condition upon the completion of such portions of such Tenant   Work.   (iii) Tenant shall protect and restore all work areas of the Building   (including without limitation any portions ofthe common areas of the Buildings) utilized or   affected in performing any Tenant Work, including, but not limited to, the Building roofs,   common corridor floors, walls, and ceilings, floor penetrations and chase wall penetrations.   Tenant shall use only roofing contractors who are permitted to perform such work upon the   roof without nullifying any then applicable roof warranty for penetrations and reflashing of   affected roof areas (if any), which roofing contractors shall be subject to Landlord's   reasonable approval and which roofing contractors shall warrant to Landlord's reasonable   satisfaction the integrity of any such roof or exterior penetrations and that the same are free   from leakage and are otherwise properly waterproof. Tenant shall further ensure that all   floor penetrations are properly fire-stopped, in accordance with applicable building and fire   codes and prudent construction practices.   (iv) Tenant shall cause its contractor performing any Tenant Work to provide   warranties for all Tenant Work and the materials and equipment which are incorporated into   the Building and Premises in connection therewith, and to provide copies of such warranties   to Landlord, as well as provide to Landlord all operating and maintenance manuals for all   equipment and materials incorporated into the Building and/or Premises as part of any   Tenant Work (to the extent Landlord is responsible for the maintenance or repair of such   items after the Rent Commencement Date), and as-built plans and specifications for such   installations. To the extent any Tenant Work affects, voids or otherwise nullifies or renders   unenforceable any warranty on Landlord's Work, Tenant will be deemed to have   underwritten such warranty directly. Tenant shall either assign to Landlord, or enforce on   Landlord's behalf, all warranties on Tenant Work to the extent Landlord is responsible for   the maintenance or repair of such items and the same would be covered by such warranties.   The inclusion of provisions in this Paragraph IV.A(2) which impose obligations upon Tenant and/or   Tenant's contractor with regard to the performance of any Tenant Work are intended only to apply   to those portions of Tenant Work (if any) which are approved by Landlord; and the inclusion of such   provisions shall not be construed to impose upon Landlord, or imply, any obligation to approve work   proposed by Tenant.   (3) Except as provided herein, Tenant shall obtain all necessary permits in   connection with any Tenant Work, including all final inspection approvals which are required for   the proper completion of such Tenant Work. Landlord shall cooperate with Tenant, at no out-of-   pocket expense to Landlord, to facilitate the issuance of such permits and inspection approvals.   C-27    





 







B. First-Class Lien-Free Completion. Except as specified to the contrary in the   Approved Plans, Tenant shall use only first class materials in connection with any Tenant Work. All   Tenant Work shall be paid for in full and in a timely fashion by Tenant, and shall be performed in   a lien-free, first-class, and good and workmanlike manner, and in accordance with all applicable   codes.and requirements. Tenant shall provide to Landlord final lien waivers, inform and substance   reasonably satisfactory to Landlord (and in all events fully and forever waiving any claim for a   statutory or common-law lien against the Property, or any portion thereof, for labor, services,   materials, or otherwise), from all contractors and subcontractors performing Tenant Work, within   ten (10) business days of completion of each applicable component of such Tenant Work (if any).   Tenant's indemnity and covenants as set forth in Section 23 of the Lease shall apply to any liens   created by virtue of any Tenant Work. Tenant's architect shall be responsible for ensuring that all   Tenant Work complies with the Access Laws and all other applicable federal, state and local laws,   ordinances, codes and regulations.   C. Contractor Qualifications. All contractors and subcontractors performing Tenant   Work shall be subject to Landlord's reasonable approval, and (if required by law) shall bellicensed   to do business in the State of Pennsylvania and shall otherwise meet all requirements and   qualifications applicable to Landlord's general contractor and subcontractors set forth in Section   IV.B.(2), above.   D. Insurance Requirements Applicable to Tenant During Tenant's Work.   (1) Tenant shall secure, pay for, and maintain, or cause its contractors and   subcontractors to secure, pay for, and maintain, during the continuance of any Tenant construction   work within the Premises, all of the insurance policies required in the amounts as set forth herein,   . together with such insurance as may from time to time be required by city, county, state or federal   laws, codes, regulations or authorities. Tenant Work (if any) may not commence until all required   insurance has been obtained, and, if Landlord requests, until Tenant's certificates of such insurance   have been delivered to Landlord. Tenant's insurance policies shall name the Landlord and   Landlord's mortgagee(s) as additional insureds. Tenant's certificates of insurance shall proride that   no material change or cancellation of such insurance coverage shall be undertaken without tliirty (30)   days' prior written notice to Landlord. Landlord shall have the right to require Tenant, and Tenant   shall have the duty, to stop work in the Premises immediately if any of the coverage Tenant is   required to carry herein lapses during the course of the work, in which event such Tenant Wiorkmay   not be resumed until the required insurance is obtained and satisfactory evidence of same is provided   to Landlord.   (2) Tenant shall provide, or if not provided by Tenant, cause any contractor or   subcontractor performing any Tenant Work, including any Early Work or Furniture Installation to   carry General Contractor's and Subcontractor's Required Minimum Coverages and Limits of   Liability as follows:   (i). Worker's Compensation and Employer's Liability Insurance, as   required by state law, and any insurance required by any Employee Benefit Act or similar   statute applicable where the work is to be performed, as will protect the contractor and   subcontractors from any and all liability under the aforementioned act(s) or similar statute.   C-28    





 







(ii) Comprehensive General Liability Insurance (including Contractor's   Protective Liability) in an amount not less than $2,000,000 per occurrence whether involving   personal injury liability (or death resulting therefrom) or property damage liability or a   combination thereof (combined single limit coverage) with a minimum aggregate limit of   $2,000,000. Such insurance shall insure Tenant's general contractor against any and all   claims for personal injury, death, and damage to the property of others arising from its   operations under its contract, whether such operations are performed by Tenant's contractors,   subcontractors, or sub-subcontractors, or by anyone directly or indirectly employed by any   of them.   (iii) Comprehensive Automotive Liability Insurance, for the ownership,   maintenance, or operation of any automotive equipment, whether owned, leased, or   otherwise held, including employer's non-ownership and hired car liability endorsements,   in an amount not less than $2,000,000 per occurrence and $2,000,000 aggregate, combined   single limit bodily injury and property damage liability.   (iv) Builder's Risk (All Risk) insurance, in an amount commensurate with   the scope ofwork, and otherwise in form and substance reasonably satisfactory to Landlord.   (3) Such insurance policies set forth in (i) - (iv), above, shall insure Tenant's   general contractor and all subcontractors against any and all claims for bodily injury, including death   resulting therefrom, and damage to the property of others arising from its operations under its   contract in connection with construction of the Premises, whether performed by Tenant's general   contractor, subcontractors, or sub-subcontractors, or by anyone directly or indirectly employed by   any of them.   (4) The insurance required under this Exhibit C shall be in addition to any and   all insurance required to be procured by Tenant pursuant to the terms of the Lease.   5. Additional Covenants Applicable to Tenant Work.   The following additional covenants shall apply to any Tenant Work under this Lease:   A. All contractor( s) for Tenant Work shall be obligated to keep all construction   areas reasonably clean and free of trash and debris, and Tenant shall monitor the activities of its   contractors, subcontractors and their respective employees with regard to keeping the Building and   Project clean. Any construction contract for Tenant Work shall indemnify Landlord from damages,   losses and expenses associated with the acts and omissions of the contractor, its agents, employees   and subcontractors, and shall otherwise be consistent with the terms hereof.   B. In connection with any Tenant Work, Tenant shall provide to Landlord, upon   written request, copies of all applications for permits, copies of all governmental inspection. reports   and/or certificates, and any and all notices or violations communicated to such party or its   contractors by applicable governmental authorities, promptly upon receipt and/or submission thereof,   as the case may be. Tenant agrees to comply (or to cause its contractors to comply) with all   applicable federal, state and local laws, regulations and ordinances in the performance of any Tenant   C-29    





 







Worle, and to promptly rectify any violations of such laws caused by the acts or omission of Tenant,   its employees, agents andlor contractors, and Tenant shall be responsible for any non-compliance   by Tenant or its agents, employees and contractors.   VI. SCHEDULES   The following Schedules are attached to and shall form a substantive part of this Work   Agreement:   Schedule C-l   Schedule C-2   Schedule C-3   Schedule C-4   Approved Schedule   Approved Design Schedule   List of Approved Schematic Drawings   Outline Specifications   C-30    





 







Schedule C-1 .   Approved Schedule   Quarte 3rd Quarte 4th Quarte 1st Quarte 2nd Quarte 3rd Quarte 4th Quarte 1st   ID Task Name Duration Start Finish Ma lJun Jul]Au ISe Oc~~ IDeeJanlFe MarAprltvla IJun Jul!Au \Se Oc~~ IDee Jan :   1 Financial & Development Management 27.2 wks Fri 06/15/01 Fri 12121101 - - :2 Due Dilligence 10.2 wks Fri 06/15/01 Fri 08/24/01 I- - - - ------------_._------_ .•._-_ ..._-.---_ .. ----- _._---_ .. ,-,-----_._-- •••3 Lease Negotiations 9 wks Thu 08130/01 Wed 10/311014 Financing 12 wks Mon 10/01/01 Fri 12121/01   5 Site & Shell DeSign 31.6 wks Fri 06101/01 Tue 01/08/02 - ~6 Arch: Schematic Design 17.4 wks Fri 06101101 Mon 10101/01   7 Civil: Site Plan & Utility Design 7 wks Thu 09/27/01 Wed 11/14/01 -- -----_._---------- ---"-' r:8 Geotechnical: Borings/Analysis/Design 4.4 wks Thu 10/04/01 Fri 11/021019 Arch: Design Development 4 wks Tue 10/02101 Mon 10/29/01   10 Structural: Steel Frame Design 6wks Thu 10/04/01 Wed 11/14/01. I't~11 Arch: Construction Documents to Permit 4.2 wks Tue 10/30/01 Tue 11/27/01   12 Documents to L&I-Twp. For Building Permit (Shell) 6 wks Wed 11/28/01 Tue 01/08/02 Ii,."-----------------. ---_.__._-.__._-- I-Tue 12/25t01 Ii.13 Arch: Construction Documents - Final 4 wks Wed 11/28/01   14 Tenant Improvements Design 35 wks Fri 03/01/02 Thu 10/31/02 -15 Schematic Design 9wks Fri 03/01/02 Thu 05/02102   16 Design Development 9 wks Fri 05/03/02 Thu 07104/02   :L..-   I.   17 Construction Documents to Permit Set 10wks Fri 07105/02 Thu 09112102-----_._-- ------- ---'-'-- --_._--- •18 Documents to L&II Cran. Twp. For Building Permit 6 wks Fri 09113102 Thu 1012410219 Construction Documents - Final 7 wks Fri 09113102 Thu 10131102 •--------_. .__ ._---_ .. ------ ------_ .._---20 Approvals & Entitlements 8 wks Wed 11114/01 Tue 01108/02 -21 Utility, Infrastructure, Public Reviews 4wks Thu 11/15/01 Wed 12112101 I••   22 Documents to Township for Final Land Dev. 5.6 wks Wed 11114/01 Fri 12121101 11•_._---_ ..---_ ..'---- "-_.' .._----- ._-_._ ...--------- •23 Documents to Butler Co. Conservation District 4 wks Thu 11/15/01 Wed 1211210124 Receive Final Approvals Owks Fri 12121101 Fri 12121101 l! 2121----.--.--.- ._-----_._. ---_._--_ ....~12128/61 ~ 212425 Grading Permit 1 wk Mon 12124101   26 Building Permit Owks Tue 01/08/02 Tue 01/08/02 01/08   Task Rolled Up Task Project Summary • -Split Rolled Up Split Extemal Milestone •500 Cranberry Woods Drive Progress Rolled Up Milestone C Extemal Milestone •Fri 11/02101 3:32 PM   Milestone • Rolled Up Progress Deadline G   Summary • • Extemal Tasks   1 of 2    





 







Schedule C·1   Approved Schedule   10 Task Name 1 Duration I Start I Finish   27   28   29   Bidding 6.8 wks Wed 11/28/01 Tue 01/15/02 ~   80% Documents to Contractor 1 for GMP 0 wks Wed 11/28/01 Wed 11/28/01 1 /28----------------------_.- ..- --~---- .__ ._--._-------   Receive GMP Bid for funding and approval 3 wks Thu 11/29/01 Wed 12119/01   Close on Financing 0 wks Thu 12/20/01 Thu 12/20/01 _(2120   If GMP Bid is good· review final CD's, neg. with Co 2 wks Wed 12126/01 Tue 01/08/02   Else, Bid to GC community for New Bid 3 wks Wed 12126/01 Tue 01115/02   30   31   32 I I I I I'" I '-33 Shell & Core Construction-------------_._-.---_ ..__._-_.34 Mass Grading, Earthwork   35 Foundations/Caissons   36 1 Utilities/Infrastructure   s WKS wed U4/<:4/02 Tue 06/04/02   10 wks Wed 04/24/02 Tue 07/02102   10 wks Wed 06/05/02 Tue 08/13/02   5 wks Wed 08/14/02 Tue 09/17/02--------8 wks Wed 09/18/02 Tue 11/12102   4 wks Wed 11/13/02 Tue 12110/02   27.8 wks Wed 06/05/02 Mon 03/31/031   27 wks Tue 09/24/02 Mon 03/31/03   26.8 wks Wed 09/25/02 Mon 03/31/03------- --_._- -_._---   37 1 Steel Erection   Slab on Deck/Slab on Grade381-391 Skin Construction   40 1 Windows/Doors   41 1 Plumbing   42 1 Electrical   ~ . Mechanical/HVAC   44 I Elevators I 7 wks 1 Man 11/25/021 Fri 01/10/03   45 1 Lobby/Finishes I 16 wks I Mon 11/25/021 Fri 03/14/03   46iT-;mant Improvements ··--f21."4wks -Frl11/ii1/921-Mo·n 03/31/03   47 1 Bidding & Award: TI I 4 wks 1 Fri 11/01/021 Thu 11/28/02   48 1 Furniture Installation I 4 wks 1 Tue 03/04/031 Mon 03/31/03   ~ Tenant Improvements ..------i·-------·I·-····--··-··-····-·--·-I-·-···-·--15.8 wks Wed 12111/02 Man 03/31/03   50 1Occupancy o wks 1 Mon 03/31/031 Mon 03/31/03   -t1k   taR   -- =.   Task Project Summary _ _   Extemal Milestone •   Extemal Milestone •500 Cranberry Woods Drive   Fri 11/021013:32 PM   Rolled Up Task   Rolled Up Split   Rolled Up Milestone C   Rolled Up Progress ------ Deadline   Split   Progress   Milestone •   Extemal Tasks lallIIL za 1111Summary - --- n   -,:   2 of 2    





 







Schedule C-2   Approved Design Schedule   10 ITask Name Duration Start Finish   Site & Shell Design 31.6 wks Fri 06/01/01 Tue 01/08/02   2 Arch: Schematic Design 17.4 wks Fri 06/01/01 Mon 10101/01   ~ ----- . ------_ .._.__ ._-_.__ ..._ .._---- """--'-- .-------- " ..__ ......... _._--_.-Civil: Site Plan & Utility Design 7 wks Thu 09/27/01 Wed 11/14/01   4 Geotechnical: Borings/Analysis/Design 4.4 wks Thu 10104/01 Fri 11/02/01   5 Arch: Design Development 4 wks Tue 10102101 Mon 10/29/01   ------------.--~--.-.---.--. ------ -_._----_ .. -------16 Structural: Steel Frame Design 6 wks Thu 10104/01 Wed 11/14/0'1   7 Arch: Construction Documents to Permit 4.2 wks Tue 10/30/01 Tue 11/27/01   8 Documents to L&I-Twp. For Building Permit (Shell) 6 wks Wed 11/28/01 Tue 01/08/02   9 Arch: Construction Documents - Final 4 wks Wed 11/28/01 Tue 12/25/01   10 Tenant Improvements Design 35 wks Fri 03/01/02 Thu 10/31/02   ~ ---------------~----..-...-.-.- ....--.....-. --._--_ .._- ----Fri 03l01-/OZ_.__ .._-_____ ,'Schematic Design 9wks Thu 05/02102   12 Design Development 9 wks Fri 05/03/02 Thu 07/04/02   13 Construction Documents to Permit Set 10 wks Fri 07/05/02 Thu 09/12102   14 Documents to L&II Cran. Twp, For Building Permit 6 wks Fri 09/13/02 Thu 10/24/02   15 Construction Documents - Final 7wks Fri 09/13/02 Thu 10/31/02   W ....__ .__ ..•.-.--- ._...----- ------- ----·---1Approvals & Entitlements 8 wks Wed 11/14/01 Tue 01/08/02   17 Utility, Infrastructure, Public Reviews 4 wks Thu 11/15/01 Wed 12112101   18 Documents to Township for Final Land Dev. 5.6 wks Wed 11/14/01 Fri 12121101   19 .-.-------- ------ ._.__._---_ ....----_._-----Documents to Butler Co. Conservation District 4wks Thu 11/15/01 Wed 12112101   20 Receive Final Approvals Owks Fri 12121/01 Fri 12121/01   ------------ -- Mon 12124io1 -F'M12128!01 I21 Grading Permit 1 wk I I ~2/2422 Building Permit o wks Tue 01/08/02 Tue 01/08/02 01/08   Rolled Up Task   Rolled Up Split   Rolled Up Milestone C   Rolled Up Progress ------   Extemal Tasks   Project Summary _ _   Extemal Milestone •   External Milestone •   Deadline n   Task   Split   500 Cranberry Woods Drive - Design   Fri 11/02101 .3:30 PM Progress   Milestone   Summary   • t:"' ,,~\~~ " ,:.;.~ :~~~-;:":J'~;------_._- ---    





 







Schedule C-3   List of Approved Schematic Drawings   Schematic First Floor Plan dated 11119/01   Schematic Second Floor Plan dated 11119/01   Schematic Third Floor Plan dated 11119/01   Schematic Fourth Floor Plan dated 11119/01   Schematic Front & Side Elevation dated 11119/01   Schematic Rear & Side Elevation dated 11119/01   C-33    





 







Schedule C-4   500 Cranberry Woods Drive Outline Specifications   Floor Finish: Ist Floor:   2nd, 3rd and 4th Floors:   4" slab on grade   4 Y2" lightweight composite slab   Floor slabs to be flash patched to achieve a smooth surface ready for   carpet. All vertical penetrations to be filled.   Exterior and Interior   Columns:   Steel "I" beam columns will be sheathed with gypsum wallboard   including taping, floating and sanding to a paint-ready surface.   Exterior Walls: Brick exterior with 3 W' R-13 FKS faced mineral fiber batt   insulation between 4" metal stud knee wall. Exterior walls will   include gypsum wallboard on tenant side ready for paint.   Exterior Glazing: Window system consisting primarily of ribbon glass and curtain wall   with some punched glass panels to be installed on 5' modules. Glass   height to be minimum of 6'.   Window Wall Sills: Approximately 5" wide extruded aluminum sill.   Window Treatments: All exterior and interior atrium windows shall receive 1" mini-blinds   Ceilings: Armstrong 15/16" Prelude exposed tee system. Ceiling will be   completely installed using %" minaboard Second Look II, angled   tegular panel. Complete ceiling will be installed assuming partition-   high tenant walls throughout. Tenant is responsible for half of the   cost ofjnstalling final demising wall. Location of demising wall to   be provided to Landlord no later than October 1,2002 to allow   construction of tenant space ceiling, which shall be installed per the   Tenant's Construction Drawings, per the quantities below.   Sprinklers: Heads will be installed to meet code in accordance with the Tenant's   space plan which shall not exceed a maximum of 25% enclosed   spaces and 75% open space minimum. White semi-recessed   sprinkler heads with white escutcheons will be installed at   Landlord's expense within 6" radius of center of each 2' x 2'   (Second Look) tile pattern upon completion of the ceiling grid.   Light Fixtures: 2' x 4' fluorescent 277-volt lay-in fixtures with T8 lamps, electronic   ballasts and 18 cell parabolic lens. Fixtures to be installed at   Landlord's expense at a rate of one (1) fixture per every 100 square   feet of useable area.   Electric: Tenant electrical panels are located in electric rooms situated on   each floor, with circuit breakers in place, adjacent to main lobby and   C-34    





 







HVAC System:   Plumbing:   Telephone:   Insulation:   Fire Protection:   Common Areas:   Parking:   Security System:   building cores. The building's standard electrical service is 277/480   volt 3-phase, 4-wire. Panel specs are based upon a lighting load of   2.5 watts per SF and small appliance load of 2.5 watts per SF. No   additional service will be provided for tenant equipment unless   specifically agreed upon and indicated on the construction   documents.   Two rooftop mounted blow-down air handling units will supply the   vertical trunk lines and floor-wide distribution systems to   approximately 25 Variable Air Volume (VAV) control boxes per   floor. The system will provide approximately 300 gross tons of   cooling to the building and will serve 1 person per 225 SF with   adequate outside air. Ductwork to be installed from VAV boxes to   ceiling grid diffusers at Landlord's expense. One diffuser per 300   useablesquare feet will be provided.   Wet stacks, vents and cold-water risers will be provided in two   locations outside of the core area. Plumbing connections shall be   "roughed in" and available for vent, and hot and cold water at these   locations.   Telephone rooms will be provided on each floor adjacent to main   lobby and building core areas.   Only non-asbestos product insulation shall be installed in exterior   walls and underside of slab per code.   Fire systems shall be installed and operating per code. The system   will include, but not be limited to, an auto dialer in the building,   required pull stations on each floor and HVAC smoke detectors.   Finished elevator lobbies on the I" and 2nd floors, common and exit   corridors on the 1st floor and restrooms on all floors. All areas shall   be in compliance with ADA standards. The 3rd and 4th floor elevator   lobbies shall be delivered in accordance with Exhibit C-4 hereto.   There shall be approximately 590 parking spaces. Tenant shall be   provided with parking at a ratio of 5 spaces per 1,000 rsfleased or the   entire lot if the entire building is leased by Tenant.   Building perimeter access will be controlled via proximity card   reader system and tenant will be provided 5 cards per 1000 rsf   leased.   C-35    





 







EXHIBITD   Rules and Regulations   1. Except as specifically provided for in the Lease, no sign, placard, picture, advertisement,   name or notice shall be installed or displayed on any part of the outside or inside of the Building or   Land without the prior written consent of the Landlord. Landlord shall have the right to remove, at   Tenant s expense and without notice, any sign installed or displayed in violation of this rule. All   approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the   expense of Ten ant by a person chosen by Landlord.   2. No awning shall be permitted on any part of the Premises. Tenant shall not place anything   against or near glass partitions or doors or windows which may appear unsightly from outside the   Premises.   3. Tenant shall not obstruct any sidewalk, halls, passages, exits, entrances, elevators, escalators,   or stairways of the Building. Landlord shall in all cases retain the right to control and prevent access   to such areas of all persons whose presence in the reasonable judgment of Landlord would be   prejudicial to the safety, character, reputation and interest of the Land, Building and the Building s   tenants; provided that, nothing in this Lease contained shall be construed to prevent such access to   persons with whom any Tenant normally deals in the ordinary course of its business, unless such   persons are engaged in illegal activities. Except as specifically provided for in the Lease, Tenant   shall not go upon the roof of the Building.   4. The directory of the Building will be provided exclusively for the display of the name and   location of tenants only, and Landlord reserves the right to exclude any otber names therefrom.   5. All cleaning and janitorial services for the Building and the Premises sball be provided   exclusively through Landlord, and except with the written consent of Landlord, no person or persons   other than those approved by Landlord shall be employed by Tenant or permitted to enter the   Building for the purpose of cleaning the same. Cleaning and janitorial services shall be provided   seven (7) days per week (with any such services provided on weekends and holidays during any   period in which the Building is multi-tenanted to be paid for exclusively by Tenant except to the   extent other tenants of the Building receive such weekend and holiday janitorial service). Tenant   shall not cause any unnecessary labor by carelessness or indifference to the good order and   cleanliness ofthe Premises.   6. Tenant shall not alter any lock or install a new additional lock or bolt on any door of its   Premises without providing Landlord with a master key for such lock or bolt and notifying Landlord   within a reasonable time period thereafter. Tenant, upon the termination of its tenancy, shall deliver   to Landlord the keys of all doors which have been furnished to Tenant.   7. Tenant sball not place a load upon any floor of the Premises which exceeds the load per   square foot which such floor was designed to carry and which is allowed by Governmental   Requirements. Landlord shall have the right to prescribe, on a reasonable basis, the weight, size and   position of all equipment, materials, furniture or other property brought into the Building. Heavy   objects shall, if considered reasonably necessary by Landlord, stand on such platforms as reasonably   determined by Landlord to be necessary to properly distribute the weight. Business machines and   mechanical equipment belonging to Tenant, which cause noise or vibration that may be transmitted   D-l    





 







to the structure of the Building or to any space in the Building or to any other tenant in the Building,   shall be placed and maintained by Tenant, at Tenant s expense, on vibration eliminators or other   devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in   or out ofthe Building must be insured, bonded and responsible. All damage done to the Building by   maintaining or moving such equipment or other property (except to the extent caused by the acts or   omissions of Landlord) shall be repaired at the expense of Tenant.   8. Tenant shall not use or keep in the Premises any kerosene, gasoline or inflammable or   combustible fluid or material other than those limited quantities permitted by the Lease. Tenant   shall not use or permit to be used in the Premises any foul or noxious gas or substance, or permit or   allow the Premises to be occupied or used in a manner offensive or reasonably objectionable to   Landlord or other occupants of the Building, if any, by reason of noise, odors or vibrations nor shall   Tenant bring into or keep in or about the Premises any birds or animals.   9. Tenant shall not use any method of heating or air-conditioning other than that supplied by   Landlord.   10. Tenant shall not waste any utility provided by Landlord and agrees to cooperate fully with   Landlord to assure the most effective operation of the Building s heating and air-conditioning and to   comply with any governmental energy-saving rules, laws or regulations of which Tenant has actual   notice.   11. Landlord reserves the right to prevent access to the Building in case of invasion, mob, riot,   public excitement or other commotion by closing the doors or b)' other appropriate action.   12. Tenant shall be responsible for any damage or injuries sustained by other tenants or   occupants of the Building or by Landlord by virtue of its failure to close and lock the doors of its   Premises and entirely shut off all water faucets or other water apparatus, and electricity, gas or air   outlets before Tenant and its employees leave the Premises.   13. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any   purpose other than that for which they were constructed and no foreign substance of any kind   whatsoever shall be deposited in them. The expenses of any breakage, stoppage or damage to the   extent resulting from the violation of this rule shall be borne by Tenant if it or its employees or   invitees shall have caused it.   14. Except as permitted under the Lease, Tenant shall not sell, or permit the sale at retail, of   newspapers, magazines, periodicals, theater tickets or any other goods or merchandise to the general   public in or on the Premises. Tenant shall not make any room-to-room solicitation of business from   other tenants in the Building. Tenant shall not use the Premises for any business or activity other   than that specifically provided for in the Lease.   15. Except as specifically provided for in the Lease, Tenant shall not install any radio or   television antenna, loudspeaker or other device on the roof or exterior walls of the Building.   16. Tenant shall not mark, drive nails, screws or drill into the partitions, woodwork or plaster or   in any way deface the Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix   D-2    





 







any floor covering to the floor of the Premises in any manner except as reasonably approved by   Landlord. Tenant shall repair any damage resulting from noncompliance with this rule.   17. Canvassing, soliciting and distribution of handbills or any other written material, and   peddling in the Building or Land are prohibited.   18. Tenant shall not place in any trash box or receptacle any material which cannot be disposed   of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse   disposal shall be made in accordance with locally enforced regulations and the requirements of the   Declaration.   19. The Premises shall not be used for lodging or any improper or immoral or objectionable   purpose.   20. Tenant shall comply with all safety, fire protection and evacuation procedures and   regulations reasonably established by Landlord or established by any governmental agency.   21. Employees of Landlord are not required to perform any work or do anything outside of their   regular duties unless under special instructions from Landlord, and no employee of Landlord is   required to admit Tenant to any space other than the Premises without specific instructions from   Landlord.   22. Landlord may waive anyone or more of these Rules and Regulations for the benefit of   Tenant or any other tenant, provided (i) no such waiver by Landlord asagainst Tenant shall be   construed as a waiver of such Rules and Regulations in favor of any other person, nor prevent   Landlord from thereafter revoking such waiver and enforcing any such Rules and Regulations   against any or all ofthe tenants of the Building, and (ii) Landlord shall not enforce these Rules and   Regulations in a manner which is discriminatory towards Tenant.   24. These Rules and Regulations are in addition to, and shall not be construed to in any way   modify or amend, in whole or in part, the covenants and conditions of any lease of premises in the   Building. If any provision of these Rules and Regulations conflicts with any provision of the Lease,   the terms of the Lease shall prevail.   25. Landlord reserves the right to make such other and reasonable Rules and Regulations as, in   its reasonable judgment, may from time to time be needed for safety and security, the care and   cleanliness of the Building and Land and the preservation of good order in the Building. Tenant   agrees to abide by all the Rules and Regulations stated in this exhibit and any additional rules and   regulations which reasonably are so made by Landlord.   26. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant and   Tenant's Agents.   D-3    





 







Revised Proposal- McKesson! :-   September 27,2001   Page 5 of 17-l+l+   EXHIBIT E   Page 1 of 2   (   Cranberry Woods Drive   (a) During the term of the Lease, Tenant shall have a Right of First   Offer on space in the next speculative office building developed by   Trammell Crow Company in Cranberry Woods (it is anticipated that   the next speculative building shall be on the site labeled600   Cranberry Woods Drive). Tenant's Right of First Offer shall be   triggered by an executed letter of intent between Trammel Crow   Company and the applicable investor for Building IV or V,   whichever is developed first. Such transaction shall have a term of   at least 5 years and shall be at a rate that is negotiated by both   parties in good faith.   (b) During the first (36) months ofthe lease on space in 500   Cranberry WoodS Dr., Tenant shall have the right to request a lease   from TCC for space in a new buildingon one of the adjacent parcels   to 500 Cranberry Woods Dr. The adjacent parcels are the future 600   Cranberry Woods Drsite as indicated on the attached site plan and   the contiguous parcel due north of 500 Cranberry Woods Drive,   Cranberry Woods Y Trammell Crow Company shall have ninety   (90) days to provide aletter of intent to Tenant outlining the terms   acceptable to Trammell Crow Company.   In the event one of the adjacent parcels is no longer available and   the Right of First Offer as outlined above has been declined by   Tenant.Tenants expansion rights as outlined in paragraph (b.) above   shall apply to the remaining parcel. For example, should Tenant   decline its Right of First Offer on Building IV,Tenant will have an   option on the Building V pad for the initial thirty-six (36) months of   .this lease. Should Tenant decline its Right of First Offer on   Building V, Tenant will have an option on the Building IV pad   during the initial thirty-six (36) months of this lease.   (c) Should Tenant and Trammell Crow Company be unable to reach   an agreement of mutually acceptable terms and conditions on a   market lease for the new construction of a building, then Tenant   shall have the option to purchase site IV or V, the location of such   site shall be at the sale discretion of Mine Safety Appliances. Site   IV is deemed to be approximately 11.6 acres and Site V, which has   not yet been subdivided, is expected to be a minimum of L3.6acres.   If Site V is utilized, the final size of the subdivided site shall not-leave an undevelopable piece of land remaining. Such   determination shall be at the sale discretion of Mine Safety   Appliances. Further, the building shall be norless than 110,000   square feet of net rentable area. Through 2002, the purchase price   shall be $150,000 per acre. This price shall then be increased by 3%   annually. If Tenant elects to purchase and develop the site, and   Trammell Crow Company is the exclusive developer of'Mine Saf0ty   Appliances Cranberry Woods at the time of such purchase and   development, it shall enter into a Development Services Agreement    





 







Revised Proposal+ McKesson! ~   September 27,2001   Page 6 of 17m.+   EXHIBIT E   Page 2 of 2   iCranberry Woods Drive   with Trammell Crow Company to act as the development and   construction manager for the project TCC shall be paid a   development and construction management fee equivalent to 5% of   the total project costs excluding commissions .   .,   .;'   " .~    





 







ExmBITF   Form of Guaranty of Lease   GUARANTY OF LEASE   THIS GUARANTY is given this _ day of December, 2001, by McKESSON   CORPORATION, a Delaware corporation (the "Guarantor"), to TC NORTHEAST METRO,   INC., a Delaware corporation (with its successors and assigns, "Landlord").   REC IT ALS:   R-l. Landlord and McKesson Automation, Inc.(with its successors and assigns, "Tenant")   wish to enter into a Lease Agreement of even date herewith, which lease, together with any and all   modifications, amendments and extensions thereof is hereinafter referred to as the "Lease", pursuant   to which Landlord will lease to Tenant certain premises (the "Premises") located within the building   located at 500 Cranberry Woods Drive, Cranberry Township, PA (the "Building"), which building is   owned by Landlord.   R-2. Landlord is requiring that Guarantor execute and deliver this Guaranty as a condition   to Landlord's executing and delivering said Lease.   R-3. Tenant is a wholly owned subsidiary of Guarantor. By virtue of such corporate   affiliation, Guarantor is willing to induce Landlord to enter into the Lease by guarantying Tenant's   obligations under the Lease to the full extent set forth herein.   WITNESSETH:   NOW, THEREFORE, in consideration of Ten Dollars ($10.00) in hand paid, and of other   good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by   Guarantor and by Landlord, Guarantor, intending to be legally bound, does hereby agree as follows:   1. Guarantor hereby unconditionally and absolutely guarantees to the Landlord:   1.1.1 The full, prompt and complete payment by the Tenant of all Rent (as defined   in the Lease) and other sums which are or may be payable by the Tenant under the Lease; and   1.1.2 The full, prompt and complete performance by the Tenant of all and singular   the terms, covenants, conditions and provisions in the Lease required to be performed by the Tenant.   Guarantor's obligations hereunder shall be in all instances effective without regard to any   indulgence, forbearance, delay, neglect or failure on the part of Landlord in enforcing Tenant   obligations under the Lease, and Guarantor hereby waives, to the fullest extent permitted by law, all   defenses to enforcement of this Guaranty based upon the indulgence, forbearance, delay, neglect or   failure by Landlord in enforcing Tenant's obligations under the Lease. In addition, the validity of   this Guaranty and the obligation of Guarantor's hereunder shall in no way be terminated, affected or   impaired by reason of the release or exchange of any security deposit or other collateral given by   F-l    





 







Tenant as security for the performance of Tenant's obligations under the Lease, all of which may be   made, done, or suffered without notice to/or the consent of Guarantor.   2. Guarantor hereby waives notice of acceptance hereof and any and all other notices   which by law or under the terms and provisions of the Lease are required to be given to the Tenant,   and also waives any demand for or notice of default of the payment of rent and other sums which   may be payable by the Tenant under the Lease and the performance of any and aU terms, covenants,   conditions and provisions in the Lease required to be performed by the Tenant; and Guarantor   further expressly hereby waives any and all legal obligation, duty or necessity for the Landlord to   proceed first against the Tenant or to exhaust any remedy the Landlord may have against the Tenant,   it being agreed that in the event of default or failure of performance in any respect by the Tenant   under the Lease, the Landlord may proceed immediately, and have right of action, solely against   Guarantor or against Tenant, or jointly against Guarantor and Tenant.   3. In the event of any bankruptcy, reorganization, winding up or similar proceedings   with respect to Tenant, no limitation of Tenant's liability under the Lease which may now or   hereafter be imposed by any federal, state or other statute, law or regulation applicable to such   proceedings, shall in any way limit the obligation of Guarantor hereunder, which obligation is   coextensive with Tenant's liability as set forth in the Lease without regard to any such statutory or   legal limitation. Guarantor further agrees that the validity of this Guaranty and the obligations of   Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the   adjudication in bankruptcy of any person or entity obligated under the Lease, the filing of a petition   for any relief under the Bankruptcy Act, of Guarantor   4. Guarantor shall not be excused from any liability hereunder based on a defense,   which the Tenant could not make or invoke and Guarantor hereby expressly waives any defense at   law or in equity which is not or would not be available to the Tenant, it being the intent hereof that   the liability of Guarantor hereunder is primary and unconditional. The parties confirm their general   intent that the obligations of the Guarantor under this Guaranty and the obligations of Tenant under   the Lease will be co-extensive as if the Guarantor were the Tenant under the Lease, but only to the   extent the Tenant's performance obligations under the Lease are held to be limited or relieved due to   the Landlord's non-performance under the Lease. Accordingly, the parties specifically agree that the   co-extensive nature of Guarantor's obligations hereunder with Tenant's obligations under the Lease   (i) will not apply to afford Guarantor the benefit of any technical defenses which may otherwise be   available to excuse Tenant's performance under the Lease but which are unrelated either to   Landlord's performance or non-performance under the Lease, or interpretations of the scope or   application of certain provisions of the Lease themselves, and/or (ii) will not be construed to modify   any of the express waivers made by Guarantor hereinbelow, such as waivers of notices of default and   the like.   5. It is expressly understood and agreed that this is a continuing guaranty, and that the   obligations of Guarantor hereunder are and shall be absolute under any and all circumstances,   without regard to the validity, regularity and enforceability of the Lease or any other instruments   executed in connection therewith. Guarantor hereby acknowledges that it has received and reviewed   a true copy of the Lease and all such other instruments (if any). In the event it shall be asserted that   Tenant's obligations are void or voidable due to illegal or unauthorized acts by Tenant in the   F-2    





 







execution of the Lease, the Guarantor shall nevertheless be liable hereunder to the same extent as the   Guarantor would have been if the obligations of the Tenant had been enforceable against the Tenant.   6. Guarantor hereby waives notice of the acceptance hereof, presentment, demand for   payment, protest, notice of protest and any and all notices of non-payment, non-performance, or non-   observance, or other proof, or notice of demand.   7. Guarantor agrees that Landlord may, without notice to Guarantor or Tenant sell,   assign or transfer all or any portion of Landlord's interest in the Lease, the Premises, the Building   and/or the Project, and, in that event, each and every subsequent assignee, transferee or holder of all   or any part of such interest shall have the right to enforce this Guaranty by suit or other remedy as if   such assignee, transferee or holder were herein by name specifically given said rights, powers and   benefits.   8. Guarantor agrees that in the event this Guaranty is placed in the hands of an attorney   for enforcement, Guarantor will reimburse Landlord for all expenses incurred in connection   therewith, including, but not limited to, reasonable attorneys' fees.   9. A. This Guaranty shall continue to be fully applicable following any assignment,   sublease, exercise of any Expansion Option by Tenant or exercise of any Renewal Option (as each   such term is defined in the Lease), and this Guaranty shall remain in full force and effect as to any   renewal or extension, and as to any assigns of Tenant's interest under the Lease, and despite any   subletting of all or any portion of the Premises, and as to any expansion of the Premises pursuant to   the Expansion Options provided for in the Lease.   B. This Guaranty shall remain in effect as to any amendment or modification of the   Lease whether or not Guarantor had prior or subsequent notice of such modification or amendment   and/or had consented thereto, and irrespective of whether such modification or amendment of the   Lease has the intent or effect of increasing or extending the Tenant's obligation to the Landlord   under the Lease.   10. This Guaranty shall be binding upon the successors and assigns of Guarantor, and   shall inure to the benefit of and may be enforced by the Landlord and its successors and assigns.   II. This Guaranty shall remain in full force and effect regardless of whether or not the   relationship of Guarantor and Tenant, as described in the Recitals to this Guaranty, continues.   12. Guarantor hereby represents and warrants that the officer signing this Guaranty on its   behalf has the full authority, and has been fully authorized, to execute and deliver this Guaranty and   to bind Guarantor to the terms hereof.   13. This Guaranty shall be governed, construed and interpreted as to validity and   enforcement and in all other respects in accordance with the laws of the State within which the   Premises are located (without resort to choice oflaw principles) and cannot be modified, amended or   terminated orally. Guarantors hereby acknowledge that the Lease and this Guaranty are performable   in the County and State in which the Premises are located. Guarantor hereby irrevocably consents to   F-3    





 







the jurisdiction and proper venue of any court oflaw located in Cranberry Township or in Butler   County, Pennsylvania, the county within which the Premises are located, as a proper forum for   Landlord to bring a legal action to enforce this Guaranty and Guarantors obligations hereunder.   14. Guarantor hereby knowingly, voluntarily and irrevocably waives its right to   demand a jury trial of any legal action to enforce this Guaranty or any of its obligations   hereunder.   15. The payment by Guarantor of any amounts pursuant to this Guaranty shall not in any   way entitle Guarantor to any right, title or interest (whether by subrogation or otherwise) of the   Tenant under the Lease or to any security being held for any payment or obligation guaranteed   hereby.   16. The Landlord and Guarantor intend and believe that each provision of this Guaranty   comports with applicable law. However, if any provision of this Guaranty is found by a court to be   invalid for any reason, the parties intend that the remainder of this Guaranty shall continue in full   force and effect and the invalid provision shall be construed as if it were not contained herein.   BY EXECUTING THIS GUARANTY, GUARANTOR HEREBY ACKNOWLEDGES   THAT IT HAS REVIEWED, OR HAS HAD AN ADEQUATE OPPORTUNITY TO REVIEW,   THIS GUARANTY AND THE LEASE REFERRED TO HEREIN WITH LEGAL COUNSEL,   AND THAT IT IS ENTERING INTO THE OBLIGATIONS SET FORTH HEREIN   KNOWINGLY AND VOLUNTARILY.   EXECUTED this day of _ ,2001.   GUARANTOR:   McKESSON CORPORATION, a Delaware   corporation   By: _   Name: .....:.... _   Title: _   ADDRESS OF GUARANTOR:   F-4    





 







EXIDBITG   CRANBERRY WOODS   JANITORIAL SPECIFICATIONS   Introductory Note: All services set forth in this Exhibit shall only be performed if and to the   extent the applicable surface to be vacuumed, buffed, polished, swept, mopped, dusted, wiped,   washed or otherwise cleaned is exposed and readily accessible.   A. Lobby and Corridors: Daily Service:   1. Sweep and clean building entrances.   2. Wash clean and sanitize all water fountains, public telephones and enclosures   (neatly arrange phone books and replace as needed).   3. Clean and remove smudges from entry door glass.   4. Polish all entry handles, doorplates and metal trim.   5. Wipe clean all glass, wood or metal doors and doorjambs.   6. Empty all ashtrays, wipe clean and polish.   7. Screen all sand urns of cigarette butts and debris. Clean container and add sand as   needed (Contractor supplies sand).   8. Empty all trash receptacles, clean container with clean, damp cloth, and replace   plastic liner (Contractor supplies liners).   9. Remove all debris from landscaped pots and planters (report any thefts, broken   pots or missing plants).   10. Dust and clean all horizontal surfaces under seven feet.   11. Vacuum all carpet areas and mats completely and remove spots.   12. Dust mop, using dustless mop, and damp mop entry floors.   13. Clean and remove smudges and marks on walls, wall coverings and artwork.   14. Clean, polish and straighten all furniture as needed.   15. Wipe clean all directory boards with clean, soft cloth using glass cleaner that is   considered safe and not labeled as hazardous waste.   16. Wipe clean all fire extinguisher cabinets and glass (report broken glass or missing   extinguishers) .   17. Clean and polish all elevator doors, jambs, call plates, etc.   18. Dust and clean all lobby and corridor signage.   19. Report any lights burned out.   20. Secure all doors and turn off appropriate lights upon completion of work   assignments.   B. Lobbies and Corridors - Weekly Service:   1. Clean and polish all entry metal and sills.   2. Dust and clean or polish all baseboards.   3. Spot clean all carpeted areas.   G-l    





 







4. Dust all ledges and exit signs.   5. Dust all walls above seven feet.   6. Machine buff all hard flooring surfaces, including ceramic, granite, quarry,   marble, etc. as necessary.   C. Lobbies and Corridors - Monthly Service:   1. Clean all ceiling vents and grills.   2. Dust high ceiling corners and entryways.   3. Dust and clean light fixtures and covers (interior and exterior).   4. Clean and treat all wood paneling and furniture as requested.   5. Buff, strip, reseal or re-wax common area floors as necessary.   6. Shampoo carpet areas as necessary.   7. Clean, detail and sanitize public phones and enclosures.   8. Dust and clean all fire lobby doors inside and out.   9. Polish door floor plates.   D. Offices - Daily Service:   1. Remove hand spots or smudges from entry doors.   2. Dust mop, using a dustless mop, and damp mop all non-carpeted areas.   3. Vacuum and spot clean entrance mats and carpets in all traffic areas, removing   staples and other debris.   4. Properly position furniture, books and magazines in reception areas.   5. Properly position furniture in offices and conference rooms.   6. Wbiteboards and chalkboards to be erased and cleaned upon request only.   7. Remove fingerprints and smudges from all walls.   8. Spot clean all partition glass and mirrors.   9. Remove all frngerprints and smudges from light switch covers, electrical outlet   cover plates and doorknob handles.   10. Dust windowsills and ledges.   11. Dust all horizontal surfaces, furniture, and equipment under seven feet. DO NOT   dust desks, conference tables or counters which are cluttered with paperwork.   12. Dust and replace all desk ornaments, phones and machines in their original   position.   13. Clean furniture fabric with a whiskbroom to sweep off any dust, paper bits and   erasures as needed (remove all staples).   14. Empty all ashtrays and wipe clean.   15. Empty all wastebaskets and carry trash to designated areas for removal; replace   plastic liners as needed. Break down all boxes or any other items marked trash   and remove to designated area.   16. Empty recycling bins from offices into separate container to be disposed of into   specially designated recycling dumpsters.   G-2    





 







17. Clean and wash all lunchroom table tops, chairs, counters, sinks, cabinets,   refrigerator, dishwasher and stove (exterior only) surfaces (report any insect   problems).   18. Report all burned-out lights.   19. Perform additional services requested by tenant and bill tenant directly.   20. Before leaving any suite, shut off lights and electrical appliances and lock all   entrance doors and only interior doors as requested.   E. Offices - Weekly Service:   1. Damp wipe all interior doors with a treated cloth.   2. Detail vacuum and spot clean entire carpet areas (remove staples and other   debris).   3. Spray buff all vinyl tile floors as necessary.   4. Polish all desk tops and wood furniture that is cleared of paperwork.   5. Dust all ledges, files, baseboards and sills under seven feet.   6. Vacuum all furniture or wipe vinyl furniture clean.   7. Dust all lower parts of furniture.   8. Detail and clean all kitchen or wet bar areas.   F. Offices - Monthly Service:   1. Completely clean all partitions and doors, doorjambs, door floor plates, glass and   mirrors from floor to ceiling.   2. Dust all ledges, wall moldings, pictures, shelves, etc. over seven feet.   3. Dust clean or vacuum all drapes and blinds.   4. Brush down and clean all vents and grills.   5. Strip, clean and apply floor dressing to all composition, hardwood and parquet   floors.   6. Scrub and wax all tile floors.   7. Detail all desks and office furniture.   8. Dust and clean all light fixtures and covers.   9. Detail and clean all kitchens, wet bars or lunch room areas.   10. Clean all baseboards.   11. Detail and vacuum chairs and upholstered furniture.   G. Restrooms - Daily Service:   1. Dust and clean restroom signage and doors.   2. Vacuum all restrooms vestibules and remove spots, if applicable.   3. Wet mop and disinfect tile floor, paying particular attention to areas under urinals   and toilet bowls.   4. Clean alkaline deposits and soap spills from floor tile grout.   5. Wash and disinfect all sink basins, counter tops, urinals and toilet bowls.   6. Clean underside rims of urinals and toilet bowls.   G-3    





 







7. Wash both sides of toilet seats with soap and water and disinfect.   8. Empty, clean, sanitize and polish all paper dispensers, sanitary dispensers and   disposal units. Replace liners as necessary.   9. Clean and polish all mirrors.   10. Dust ledges and base boards.   11. Damp wipe, polish, and shine all chrome, metal fixtures, hand plates, kick plates,   utility covers, plumbing, clean-out covers and door knobs.   12. Spot clean with disinfectant all partitions and tile walls (report any graffiti and   remove, if possib Ie).   13. Fill all toilet latrines, soap, sanitary napkin and towel dispensers as necessary.   14. Report all burned out lights, leaking faucets, running plumbing or other   maintenance needs.   15. Janitor carts will not be brought into restroom areas or used to prop open doors.   16. Restroom doors will be propped open with a rubber stop, and a sign indicating   "restroom closed for cleaning" will be placed outside.   H. Restrooms - Semi-Weekly (twice per week):   1. Pour clean water down floor drains to prevent sewer gas from escaping.   I. Restrooms - Weekly Service:   1. Wash down all enamel walls and/or wall covering.   2. Wash all waste containers and disinfect.   3. Clean and polish all doors, doorplates and hardware.   J. Restrooms - Monthly Service:   1. Wipe clean all ceilings, lights and fixtures.   2. Strip wax and apply new wax to tile floors.   3. Shampoo, as needed and clean vestibule carpet.   4. Detail all partitions, toilet compartments and fixtures.   5. Brush and clean all grills and vents.   K. Elevators - Daily Service:   1. Vacuum and clean all spots and stains from carpet.   2. Dust and clean granite baseboards.   3. Dust and polish all metal with approved polish (no abrasives).   4. Damp wipe and remove all spots and fmgerprints from doors and walls (interior   and exterior).   5. Dust and clean elevator ceilings and lights.   6. Remove gum, stains or debris from ceilings, handrails and elevator tracks.   7. Dust, disinfect and clean emergency phone and security compartments.   G-4    





 







8. Clean all call buttons, call plates and signage.   9. Clean and treat all wood paneling as requested.   10. Report any burned-out lights or malfunctions of elevator.   11. Clean and polish elevator tracks.   L. Stairwells - Daily Service:   1. Police entire stairwell, removing all trash, cigarette butts, etc. Spot clean as   necessary.   2. Report any exit signs that are burned out.   3. Report any lights burned-out.   M. Stairwells - Weekly Service:   1. Vacuum and/or sweep down all stairs and landings. Spot clean as necessary.   2. Dust all handrails, banisters and ledges.   3. Clean all walls of fingerprints and smudge marks, etc.   4. Dust and clean all stairwell signage.   5. Dust and clean all emergency phones.   N. Stairwells - Monthly Service:   1. Wipe clean all stairwell doors and doorjambs.   2. Wet mop all stairs and stafflanding (clean base boards if necessary).   3. Dust and clean all lights and fixtures.   4. Dust and clean all emergency fire equipment and plumbing.   G-5    





 







EXHIBITH   HVAC SYSTEM PERFORMANCE SPECIFICATIONS   The HVAC System serving the Premises shall have the capability to provide a thermal   environment within all spaces used for general office purposes to satisfy the following conditions:   Summer: Maintain room conditions not in excess of 77°F. dry bulb and 50% relative   humidity when the coincident outside conditions do not exceed 90°F. dry bulb at   43% relative humidity and nOF. wet bulb (per '97 ASHRAE Fundamentals, Pgh.   0.4%).   Winter: Maintain room conditions of not less than 70°F. dry bulb when the outside   air temperature is lower than 65°F. but not less than 5°F. dry bulb at 20 mph wind   conditions. Average relative humidity shall be maintained at such level as is required   to prevent condensation on exterior walls and windows.   The above conditions shall be maintained, provided the following conditions are at all times   satisfied:   (A) Light colored blinds, fully lowered with slats at a 45 °azimuth, coincident with peak   sun load, or other equivalent solar barrier.   (B) Electrical equipment heat ejection load of not more than three (3) watts per square   foot.   (C) People load of not more than one (1) person per one hundred (100) square feet.   (D) 20 CFM fresh air per person.   (E) Landlord makes no representation regarding heating or air-conditioning special   computer rooms or other rooms with special heating or air-conditioning requirements   which are a function of heat-generating equipment operated by Tenant such as, but   not limited to, any kitchens or other rooms involving cooking equipment), or with   regard to any Tenant alterations which involve rearrangement of interior partitioning   from that originally constructed as part of Landlord's Work.   50814·07   12120/101   G-6    





 









 







Execution Copy   FIRST AM:ENDMENT TO LEASE   ~ This FIRST AMENDMENT TO LEASE (this "First Amendment") is entered into as of   ApYi I l1ebmary L, 2005, by and between the Multi-Employer Property Trust, a trust organized   under 12 C.F.R. Section 9.18 ("Landlorc!") and McKesson Automation Inc., a Pennsylvania   corporation ("Tenant"), in consideration of the mutual covenants contained herein and the   benefits to be derived here from.   WITNESSETH:   WHEREAS, TC Northeast Metro, Inc. ("TC"), a Delaware corporation, and Tenant   entered into that Lease dated December 21,2001 (the "Lease"), pursuant to which Tenant leased   from TC approximately sixty-one thousand eight hundred eighty-seven (61,887) rentable square   feet consisting of the entire third Wd) and fourth (4th) floors (the "Initial Premises") of a certain   building located at 500 Cranberry Woods Drive, Cranberry Township, Pennsylvania; and   WHEREAS, Tenant's obligations under the Lease have been guarantied by McKesson   Corporation (the "Guarantor"), a Delaware corporation, pursuant to a certain Guaranty of Lease   dated December 21,2001 (the "Guaranty"); and   WHEREAS, TC subsequently assigned all of its right, title and interest under the Lease   and Guaranty to the Landlord pursuant to a certain Assignment and Assumption Agreement   dated December 28, 2001 between TC and the Landlord; and   WHEREAS, the Tenant desires to lease the entire second (2nd) floor of the Building,   consisting of approximately twenty-nine thousand nine hundred forty-six (29,946) rentable   square feet (the "Expansion Premises"); and   WHEREAS, Landlord and Tenant desire to amend the Lease as provided herein;   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency   of which are hereby acknowledged by both. Landlord and Tenant, the parties hereto agree that the   Lease shall be amended as follows:   1. Recitals/Defined Terms. The foregoing recitals shall be considered an integral   part of this First Amendment. Unless otherwise specifically stated in this First Amendment, all   capitalized terms in this First Amendment shall have the meaning given to those terms in the   Lease. In the event of any conflict between the Lease and this First Amendment, the terms of this   First Amendment shall control.   BOI 15687368.6/32203·000154   McKesson   Entered "5 j) 0 /0,::{ VP   Entered -SiTo-/ u$ SAP   Initials --0-r---   Lease ID-------    





 







2. Expansion Premises.   (a) Landlord and Tenant hereby agree to add the Expansion Premises to the Premises   in two (2) stages, with (i) the first stage consisting of the addition to the Premises, as of the First   Expansion Commencement Date (as hereinafter defined), of that portion of the Expansion   Premises consisting of approximately fourteen thousand nine hundred seventy-three (14,973)   rentable square feet shown on First Amendment Exhibit A attached hereto ("Expansion Premises   A"), and (ii) the second stage consisting of the addition to the Premises, as of the Second   Expansion Commencement Date (as hereinafter defined), of that portion of the Expansion   Premises consisting of approximately fourteen thousand nine hundred seventy-three (14,973)   rentable square feet shown on First Amendment Exhibit B attached hereto ("Expansion Premises   !2"). Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the Expansion   Premises upon the terms and conditions of this First Amendment.   (b) As of the First Expansion Commencement Date, the entire Premises shall consist   of approximately seventy-six thousand eight hundred sixty (76,860) rentable s~uare feet   comprising the entire third (3rd) and fourth (4th) floors and a portion of the second (2n ) floor of   the Building. On the First Expansion Commencement Date, Expansion Premises A shall become   part of the Premises and, except as otherwise provided below, shall be subject to all of the terms   and conditions of the Lease for the remainder of the Term.   (c) As of the Second Expansion Commencement Date, the entire Premises shall   consist of approximately ninety-one thousand eight hundred thi~-three (91,833) rentable square   feet consisting of the entire second (2nd), third (3rd) and fourth (41) floors of the Building. On the   Second Expansion Commencement Date, Expansion Premises B shall become part of the   Premises and, except as otherwise provided below, shall be subject to all of the terms and   conditions of the Lease for the remainder of the Term.   (d) Notwithstanding anything to the contrary contained in the Lease, including but   not limited to Section 1, neither Expansion Premises A nor Expansion Premises B shall be   subject to remeasurement and the rentable square footage thereof as recited in Section 2(a)   hereof shall be shall be final, conclusive and controlling.   3. Term.   (a) The Term with respect to Expansion Premises A shall commence on the First   Expansion Commencement Date (as hereinafter defined) and shall expire on the last day of that   calendar month which is seventy-six (76) months after the First Expansion Commencement   Date, provided that, if the First Expansion Commencement Date is the first day of a calendar   month, the Term with respect to Expansion Premises A shall end on the last day of the seventy-   sixth (76th) calendar month beginning on, and including, the First Expansion Commencement   Date (the "Extended Lease Expiration Dat(~").Subject to subparagraphs l.4(b), 1.4(c) and 1.4(d)   of the Lease and subject to those provisions of Exhibit C relating to Tenant Delays, the "First   Expansion Commencement Date" shall be the earlier to occur of: (i) the date of Substantial   Completion of Expansion Premises A; or (ii) the date upon which Tenant commences the   -2-   B01 15687368.6/32203·000154    





 







beneficial use and occupancy of all or any material part of Expansion Premises A (other than for   "Furniture Installation" and "Move-In"). The parties acknowledge the "Target Date" for   Substantial Completion of Expansion Premises A is August 8, 2005, subject to Tenant's   compliance with its responsibilities under the Approved Design Schedule, and Tenant's   adherence to the other provisions of Exhibit C of the Lease as modified by Section 14 of this   First Amendment (referred to herein as "/unended Exhibit C"), provided as more fully set forth   in Amended Exhibit C, Landlord agrees to provide Tenant with access to Expansion Premises A   for purposes of Furniture Installation and Move-In not less than thirty-one (31) days prior to the   date Landlord then estimates that Substantial Completion of Expansion Premises A will occur.   The parties acknowledge that Amended Exhibit C contains additional provisions concerning the   rights and remedies of the parties (if any)" and the effect on the First Expansion Commencement   Date, in the event Substantial Completion of Expansion Premises A occurs past the dates set   forth above, including if the same is due to any Tenant Delays or Force Majeure. Except as   otherwise expressly provided in, or otherwise inconsistent with, this First Amendment, and   except to the extent not applicable to Expansion Premises A, for purposes of this paragraph any   references in subparagraphs 1.4(b), 1.4(c) and 1.4(d) of the Lease to the "Premises",   "Commencement Date", and "Exhibit C'' shall be deemed instead to refer to "Expansion   Premises A", "First Expansion Premises", and Amended Exhibit C, respectively.   (b) The Term with respect to Expansion Premises B shall commence on the Second   Expansion Commencement Date (as hereinafter defined) and shall expire on the Extended Lease   Expiration Date. Subject to subparagraphs 1.4(b), 1.4{c) and 1.4(d) of the Lease and subject to   those provisions of Exhibit C relating to Tenant Delays, the "Second Expansion Commencement   Date" shall be the earlier to occur of: (i) the later of (x) the date of Substantial Completion of   Expansion Premises Band (y) May 15,2006; or (ii) the date upon which Tenant commences the   beneficial use and occupancy of all or any material part of Expansion Premises B (other than for   "Furniture Installation" and "Move-In"). The parties acknowledge the "Target Date" for   Substantial Completion of Expansion Premises B is May 15, 2006, subject to Tenant's   compliance with its responsibilities under the Approved Design Schedule, and Tenant's   adherence to the other provisions of Amended Exhibit C, provided as more fully set forth in   Amended Exhibit C, Landlord agrees to provide Tenant with access to Expansion Premises B for   purposes of Furniture Installation and Move-In not less than thirty-one (31) days prior to the later   of (1) date Landlord then estimates that Substantial Completion of Expansion Premises B will   occur and (2) May 15, 2006. The parties acknowledge that Amended Exhibit C contains   additional provisions concerning the rights and remedies of the parties (if any), and the effect on   the Second Expansion Commencement Date, in the event Substantial Completion of Expansion   Premises B occurs past the dates set forth above, including if the same is due to any Tenant   Delays or Force Majeure. Except as otherwise expressly provided in, or otherwise inconsistent   with, this First Amendment, and except to the extent not applicable to Expansion Premises B,   for purposes of this paragraph any references in subparagraphs 1.4(b), 1.4(c) and 1.4(d) of the   Lease to the "Premises", "Commencement Date", and "Exhibit C" shall be deemed instead to   refer to "Expansion Premises B", "Second Expansion Premises", and Amended Exhibit C,   respectively.   -3-   BOI 15687368.6/32203-000154    





 







(c) The Term of the Lease as it relates to the Initial Premises is hereby extended to   the Extended Lease Expiration Date, and all references in the Lease to the Lease Expiration Date   shall hereafter mean and refer to the Extended Lease Expiration Date so that the Term of the   Lease as it relates to the Initial Premises, Expansion Premises A, and Expansion Premises B shall   all expire on the Extended Lease Expiration Date.   (d) It is Landlord's intention to simultaneously pursue Substantial Completion of   Landlord's Work for Expansion Premises A and Expansion Premises B, provided, however,   nothing contained herein shall affect the Target Date for Substantial Completion of Expansion   Premises B as set forth in Section 3(b) hereof. Notwithstanding anything to the contrary   contained herein, if Landlord achieves Substantial Completion of Expansion Premises B prior to   the Target Date for same as set forth in Section 3(b) hereof, then at any time after such   Substantial Completion Tenant may elect on one or more occasions to accelerate the Second   Expansion Commencement Date with respect to all or any portion of Expansion Premises B   consisting of not less than 5,000 rentable square feet (or the remaining balance of Expansion   Premises B, if the same consists ofless than 5,000 rentable square feet). Unless otherwise   mutually agreed, Tenant shall provide Landlord with at least five (5) business days advance   written notice of each such election. Further, in the event of any such election to accelerate the   Second Expansion Commencement Date as to less than the entire Expansion Premises B, then all   provisions of the Lease (as amended hereby) that are based upon the number of rentable square   feet contained within the Premises and/or Expansion Premises B automatically shall be deemed   amended accordingly. Such provisions include, without limitation, (i) Section 2(c) of this First   Amendment with respect to the aggregate number of rentable square feet at any time contained   within the Premises, (ii) Section 1.2 of the Lease, as amended by Section 4 of this First   Amendment relating to the definition of "Tenant's Share" (which at any time shall be deemed to   be a fraction equal to the then aggregate number of rentable square feet comprising the Premises   divided by 119,444 (the aggregate number of rentable square feet in the Building», and (iii)   Subsection 1.5.1 of the Lease as amended by Section 5 of this First Amendment with respect to   the acceleration ofthe Second Expansion Commencement Date and the amount of Base Rent   payable for the applicable portion of Expansion Premises B.   (e) Promptly after the First Expansion Commencement Date, Landlord and Tenant   shall execute a memorandum confirming the First Expansion Commencement Date, the Rent   Adjustment Date, and the Extended Lease Expiration Date. Such memorandum (the "First   Expansion Date Memorandum") shall be in the form attached to this First Amendment as First   Amendment Exhibit D. Promptly after the Second Expansion Commencement Date (or after.   each Second Expansion Commencement Date if the Tenant elects to have Landlord deliver less   than the entire Expansion Premises B at one time as provided in Section 3(d) hereof), Landlord   and Tenant shall execute a memorandum confirming the Second Expansion Commencement   Date(s). Such memorandum (each a "Second Expansion Date Memorandum") shall be in the   form attached to this First Amendment as First Amendment Exhibit E (with Landlord and   Tenant completing the applicable portions thereof). The failure of Tenant to execute the First   Expansion Date Memorandum or any Second Expansion Date Memorandum shall not affect   Tenant's obligations under the Lease as amended by this First Amendment. In no event shall   -4-   BOI 15687368.6132203-000154    





 







Tenant record this First Amendment, the First Expansion Date Memorandum, or any Second   Expansion Date Memorandum.   4. Tenant's Share. Section l.2 of the Lease is hereby amended by deleting the   second sentence thereof and substituting in its stead the following:   "Tenant's Share shall be (a) for the period beginning on the Commencement Date   and ending on the date immediately preceding the First Expansion   Commencement Date, Fifty-One and 811100 Percent (5l.81%) (i.e.,   61,887/119,444) based upon the P:remises containing 61,887 rentable square feet,   and the Building containing 119,444 rentable square feet; (b) for the period   beginning on the First Expansion Commencement Date and ending on the date   immediately preceding the Second Expansion Commencement Date, Sixty-Four   and 35/100 Percent (64.35%) (i.e., 76,8601119,444) based upon the Premises   containing 76,849 rentable square feet, and the Building containing 119,444   rentable square feet; and (c) for the remaining period of the Term from and after   the Second Expansion Commencement Date, Seventy-Six and 88/100 Percent   (76.88%) (i.e., 91,833/119,444) based upon the Premises containing 91,822   rentable square feet, and the Building containing 119,444 rentable square feet."   5. Base Rent. The Lease is hereby amended by deleting Subsection 1.5.1 thereof in   its entirety and substituting in its stead the following:   "1.5.1 The rate per rentable square foot per annum, and the portion of the   Lease term during which such monthly Base Rent is payable shall be determined   from the following tables.   Initial Premises   Applicable Portion of Lease Term Rate Per/Rentable Annual Base Rent Monthly BaseBeginning Ending Sq. FI./ Annum Rent Installment   (Annual + 12)   March 23, 2003 The date immediately preceding $21.50 $1,330,570.50 $110,880.88   the Rent Adjustment Date   Rent Adjustment Date Extended Lease Expiration Date $22.75 $1,407,929.25 $117,327.44   Expansion Premises A   Applicable Portion of Lease Term Rate Per/Rentable Annual Base Rent Monthly BaseBeginning Ending Sq. FI.! Annum Rent Installment   (Annual + 12)   First Expansion The date immediately precedlng   Commencement Date the Rent Adjustment Date $21.50 $321,919.50 $26,826.63   Rent Adjustment Date Extended Lease Expiration Date $22.75 $340,635.75 $28,386.31   -5-   BOI 15687368.6132203·000154    





 







Expansion Premises B   Applicable Portion of Lease Term Rate Per/Rentable Annual Base Rent Monthly Base   Beginning Ending Sq. Ft.lAnnum Rent Installment   (Annual + 12)   Second Expansion The date immediately preceding   Commencement Date the Rent Adiustment Date $21.50 $321,919.50 $26,826.63   Rent Adjustment Date Extended Lease Expiration Date $22.75 $340635.75 $28,386.31   If the First Expansion Commencement Date or the Second Expansion   Commencement Date is a date other than the first day of a calendar month, Base   Rent for Expansion Premises A or Expansion Premises B (as applicable) for the   partial month in which the First Expansion Commencement Date occurs shall be   prorated. Notwithstanding the foregoing, provided that no Default exists under the   Lease, Landlord shall abate all Base Rent applicable to Expansion Premises A for   the first four (4) full calendar months of the Term beginning on or after the First   Expansion Commencement Date (the "Expansion Premises A Abatement Period")   (but not as to the partial month (if any) in which the First Expansion   Commencement Date occurs).   As used herein, the "Rent Adjustment Date" shall mean and refer to the   date which is forty (40) months after the First Expansion Commencement Date,   provided that, if the First Expansion Commencement Date is a day other than the   first day of a calendar month, the Rent Adjustment Date shall be the first day of   the calendar month immediately following the date which is forty (40) months   after the First Expansion Commencement Date.   Notwithstanding the foregoing rent schedules, if Tenant validly exercises   any of its renewal options as set forth in this Lease, Base Rent for the renewal   term(s) shall be as set forth in Section 50 hereof."   6. Base Year. Effective as of the First Expansion Premises Commencement Date:   (a) Section 9.2 of the Lease shall be deemed amended such that the "Operating Costs   Base Year" shall be calendar year 2005 for the entire Premises (i.e., the Initial Premises, the First   Expansion Premises, and the Second Expansion Premises); and.   (b) Section 10.2 of the Lease shall be deemed amended such that the "Real Estate   Tax Base Year" shall be calendar year 2005 for the entire Premises (i.e., the Initial Premises, the   First Expansion Premises, and the Second Expansion Premises), provided that if the Building has   not been fully assessed as of the end of calendar year 2005, the Property Tax Base Year shall be   the first tax year in which the Building is fully assessed.   7. Notice Addresses. Section 1.8 of the Lease is hereby amended by substituting   the following addresses for Landlord:   -6-   BO 1 15687368.6/32203·000 154    





 







"If to Landlord: Multi-Employer Property Trust   c/o Kennedy Associates Real Estate Counsel, Inc.   Attention: Senior Vice President - Asset Management   1215 Fourth Ave., Suite 2400   Seattle, WA 98161   Facsimile: (206) 682-4769   with copies to:   Multi-Employer Property Trust   c/o Kennedy Associates Real Estate Counsel, Inc.   Attn: Vice President - Asset Management   7315 Wisconsin Avenue, Suite 350 West   Bethesda, MD 20814   Facsimile: (301) 656-9339   and   Multi-Employer Property Trust   c/o Riggs Bank N.A.   Attn: Senior Vice PresidentiMEPT or Patrick O. Mayberry   808-17th St. N.W., 7th Floor   Washington, D.C., 20006-3944   Facsimile: (202) 835-6887   and with a copy to Manager at:   Trammell Crow Company   800 Cranberry Woods Drive, Suite 260   Cranberry Township, PA 16066."   8. PaYment Address. Section 1.9 of the Lease is hereby amended by substituting   the following address for payments to Landlord:   "Kennedy/MEPT - Cranberry Woods   500 Cranbeny Woods Drive   File #30376   PO Box 60000   San Francisco, CA 94160."   9. Tenant Improvements. Notwithstanding anything to the contrary contained   in the Lease (including Section 17), (a) any improvements to be performed by Tenant to Expansion   Premises A (or any portion thereof) prior to the First Expansion Commencement Date shall be   governed by Amended Exhibit C, (b) any improvements to be performed by Tenant to Expansion   Premises B (or any portion thereof) prior to the Second Expansion Commencement Date shall be   -7-   80115687368.6/32203·000154    





 







governed by Amended Exhibit C, and (G) all other improvements performed by Tenant to the   Expansion Premises shall be treated as Alterations to the Premises and thus governed by Article 15   of the Lease.   10. Parking. Effective as of the First Expansion Premises Commencement Date,   Tenant's parking allocation as set forth in Section 46 of the Lease shall be increased by an amount   equal to five (5) parking spaces for each 1,000 square feet of rentable area of Expansion Premises   A, and effective as of the Second Expansion Premises Commencement Date, Tenant's parking   allocation as set forth in Section 46 of the Lease shall be further increased by an amount equal to   five (5) parking spaces for each 1,000 square feet of rentable area of Expansion Premises B. Such   parking allocation remains subject to adjustment in the event of any reduction or further expansion   of the Premises as provided in Section 46 of the Lease.   11. Renewal Option. Without. limiting any other term or condition hereof,   Landlord and Tenant acknowledge and agree that the renewal options granted to Tenant under   Section 50 of the Lease remain in full force and effect and hereafter apply to the entire Premises   then leased to Tenant (i.e., the Initial Premises, Expansion Premises A, and Expansion Premises B)   as of the end of the Initial Term and the First Renewal Term, as applicable. Tenant shall have no   right to exercise any such option to renew for less then the entire Premises then leased by Tenant   pursuant to the Lease. As used herein and in the Lease, "Initial Term" hereafter shall mean and   refer to the period beginning on the First Expansion Commencement Date and ending on the   Extended Lease Expiration Date as in effect immediately following the execution of this First   Amendment.   12. Expansion Options.   (a) Section 52.1.1 of the Lease is hereby amended by deleting the last two (2)   sentences thereof in their entirety and SUbstitutingthe following in their stead:   "The second Expansion Option is a non-exclusive option to expand applicable to   available space within the Building during the Initial Lease Term, all as more   fully set forth in Section 52.3, below. The third Expansion Option is a right of   first refusal applicable to vacant space within the Building during the ROFR   Period (as hereinafter defined), all as more fully set forth in Section 52.4, below."   (b) The Lease is hereby amended by deleting Section 52.3 thereof in its entirety and   substituting in its stead the following:   "52.3 Additional Nonexclusive Expansion Option.   52.3.1 Subject to availability and any prior rights granted to other tenants   of the Building and further subject to the terms and provisions of this Article 52,   Tenant is hereby granted the non-exclusive option (the "Additional Expansion   Option"), exercisable by Tenant at any time during the Initial Term, to lease any   then available space (meaning space which is not leased to a third party and for   -8-   B01 15687368.6132203-000154    





 







which Landlord has neither issued nor received a letter of intent or term sheet) in   the Building (the "Available Space") for an initial term (the "Additional Expansion   Term") coinciding with the balance of the Initial Tenn. Tenant shall exercise the   Additional Expansion Option by delivering a written notice to Landlord (the   "Additional Expansion Notice") at any time prior to the expiration of the Initial   Term (i) stating Tenant's unqualified election to exercise the Additional Expansion   Option, (ii) designating the portion (up to the whole) of the Available Space in the   Building that Tenant is electing to lease (which designation shall be subject to   Landlord's reasonable consent, and which shall be deemed to constitute the   "Additional Expansion Space" once such designation is approved by Landlord),   and (iii) shall attach a proposed space plan for the portion of the Additional   Expansion Space so designated by Tenant. Landlord shall approve Tenant's   designation of less than all of the Available Space so long as the balance remaining   after such designation constitutes Independently Leasable Space (as defmed in   Section 1.I(d) of this Lease). The date upon which Landlord delivers possession   of the Additional Expansion Space to Tenant in the condition contemplated under   Section 52.3.2, below, is referred to herein as the "Additional Expansion Date".   52.3.2 Any leasehold created pursuant to Tenant's exercise of the   Additional Expansion Option shall be upon substantially the same terms and   conditions as this Lease, including the then current annual Base Rent per square   foot of rentable area, the Operating Costs Base Year, the Real Estate Tax Base   Year, and the Extended Lease Expiration Date; and the following additional   provisions shall be applicable: (i) the Additional Expansion Term shall by its   terms expire on the Extended Lease Expiration Date so that the Additional   Expansion Term and the Initial Term of this Lease coincide, (ii) from and after   the Additional Expansion Date, the Premises shall be deemed to include the   Additional Expansion Space; (iii) Tenant's Share shall be modified to include the   applicable percentage of the Building allocable to the Additional Expansion   Space; (iv) Article 9 and 10 of this Lease shall be deemed amended mutatis   mutandis to provide that Tenant will pay Expense Increases and Tax Increases   with respect to the Additional Expansion Space on the same basis provided for   herein; (v) Monthly Rent for the Additional Expansion Space shall commence on   the earlier to occur of (A) the date Tenant commences actual occupancy of the   Additional Expansion Space for purposes of conducting business operations   therein, or (B) the Additional Expansion Date (such date, the "Additional   Expansion Rent Commencement Date"); (vi) the Renewal Option described in   Section 50 shall alsoapply with respect to the Additional Expansion Space; (viii)   the allowance and construction provisions set forth in Section 52.2.3 below (and   by application thereof, Exhibit C of this Lease), shall apply to the Additional   Expansion Space; (ix) the number of parking spaces to be allocated to the   Additional Expansion Space shall be as determined under Section 46 of this Lease   based on the square footage of the Additional Expansion Space; (x) the Guaranty   shall apply to Tenant's lease of the Additional Expansion Space; and (xi) all other   provisions of the Lease shall be deemed amended mutatis mutandis to apply to the   -9-   BO 1.15687368.6/32203·000154    





 







Additional Expansion Space; provided, however, that Base Rent shall not be due   or payable by Tenant on account of the Additional Expansion Space until the   Additional Expansion Rent Commencement Date.   52.3.3 Tenant shall be granted an allowance for tenant improvements to   be performed by Tenant with respect to the Additional Expansion Space, which if   the Additional Expansion Rent Commencement Date occurs during the one-year   period conunencing on the First Expansion Commencement Date shall be   Twenty-One and 00/100 Dollars ($21.00) per rentable square foot in the   Additional Expansion Space leased by Tenant, and thereafter shall be in an   amount equal to the product of (i) $21.00 per rentable square foot in the   Additional Expansion Space leased by Tenant, and (ii) a fraction the numerator of   which is the number of full calendar months remaining in the Initial Term as of   the Additional Expansion Rent Commencement Date, and the denominator of   which is sixty-four (64). Such allowance shall be funded to pay for (i) Tenant's   share of applicable architectural fees for preparation of construction drawings for   the Additional Expansion Space, (ii) permit fees associated with such work, and   (iii) the cost of physical improvements to such Additional Expansion Space, with   any unused amount to be credited against Rent becoming due for the Additional   Expansion Space (but in no event shall more than 20% of such allowance be   credited against Rent, and any amount in excess of 20% of the allowance which is   not used for such items described in the preceding clauses (i), (ii), and (iii) shall   be deemed forfeited by Tenant). Such allowance shall be funded substantially in   accordance with the construction provisions of Exhibit C of this Lease as applied   to such construction. The parties agree that the parties shall generally conform to   the provisions of Exhibit C with respect to the design and construction of physical   improvements to the Additional Expansion Space, as if fully restated in this   Section 52.3 (and subject to any specific modifications as to timing or other points   of detail expressly set forth in this Section 52.3).   52.3.4 Promptly after Tenant's exercise of the Additional Expansion   Option, Landlord shall prepare and Landlord and Tenant shall execute an   amendment to this Lease confirming such exercise and incorporating the   applicable terms of this Section 52. These provisions shall be self-operative, and   such amendment shall merely confirm in a separate written instrument the terms   and provisions set forth herein.   52.3.5 Tenant acknowledges and agrees that the Additional Expansion   Option is not exclusive to Tenant, and unless and until Tenant has exercised the   Additional Expansion Option, Landlord shall have the right (subject only to   Tenant's Right of First Refusal, as defined in Section 52.4 below, for the period   that such Right of First Refusal is in effect) to lease the Additional Expansion   Space to any person or entity, free from the effect of the Additional Expansion   Option, on such terms as Landlord determines in its sole and absolute discretion."   -10-   BOI 15687368.6/32203-000154    





 







(c) Section 52.4.1 of the Lea.se is hereby amended by deleting the first sentence   thereof in its entirety and substituting the following in its stead:   "Subject to the further terms of this Section 52.4, Tenant is hereby granted, solely   during the twenty-four (24) month period (the "ROFR Period") beginning on the   First Expansion Premises Commencement Date, a right of first refusal ("Right of   First Refusal") to lease space which is vacant in the Project (any space subject to   this Right of First Refusal being sometimes referred to herein as the "ROFR   Space')."   (d) Section 52.4.2 of the Lease is hereby amended by deleting the following text from   the sixteenth (16th) line thereof:   "but in no event past the twenty-fourth (24th) month of the Initial Term"   and substituting in its stead the following:   "but in no event past the end of the ROFR Period".   (e) Section 52.4.2 of the Lease is hereby further amended by deleting the last   sentence thereof in its entirety and substituting the following in its stead:   "If Tenant delivers a ROFR Exercise Notice prior to the expiration of the   applicable three (3) business day period described above in this Section 52.4.2,   then the provisions of Section 52.4.3 (if such ROFR Notice is delivered prior to   the end of the sixth full calendar month of the ROFR Period) or Section 52.4.4 (if   such ROFR Notice is delivered after the end of the sixth full calendar month of   the ROFR Period but prior to the end of the ROFR Period), below, shall be   applicable. "   (f) Section S2.4.3.A of the Lease is hereby amended by deleting the first six (6) lines   thereof which provide as follows:   "If the ROFR Exercise Notice is delivered prior to the end of the sixth (6th) full   calendar month of the Initial Lease Term, then the ROFR Space will be leased to   Tenant through an amendment to this Lease, upon substantially the same terms   and conditions as this Lease, including the then current annual Base Rent per   square foot of rentable area, the Operating Costs Base Year, the Real Estate Tax   Base Year, and the Lease Expiration Date (which shall be coterminous with the   Initial Term of this Lease), but subject to the following additional provisions:"   and substituting in its stead the following:   "If the ROFR Exercise Notice is delivered prior to the end of the sixth (6th) full   calendar month of the ROFR Period, then the ROFR Space will be leased to   -11-   BOI 15687368.6 f 32203-000154    





 







Tenant through an amendment to this Lease, upon substantially the same terms   and conditions as the Expansion Premises A under this Lease, including the   annual Base Rent per square foot of rentable area for the Expansion Premises A in   effect from time to time (provided that if the ROFR Rent Commencement Date   occurs during the Expansion Premises A Abatement Period, there shall be no   corresponding abatement of any Rent with respect to the ROFR Space), the   Operating Costs Base Year, the Real Estate Tax Base Year, and the Extended   Lease Expiration Date (which shall be coterminous with the Initial Term of this   Lease), but subject to the following additional provisions:".   (g) Section 52.4.3.B of the Lease is hereby amended by deleting the first sentence   thereof in its entirety and substituting the following in its stead:   "Tenant shall be granted an allowance for tenant improvements to be performed   by Tenant with respect to a ROFR Space subject to this Section 52.4.3, which   during the one-year period commencing on the First Expansion Commencement   Date shall be Twenty-One and OOILOO Dollars ($21.00) per rentable square foot in   the ROFR Space, and thereafter shall be in an amount equal to the product of (i)   $21.00 per rentable square foot in the ROFR Space, and (ii) a fraction the   numerator of which is the number of full calendar months remaining in the Initial   Term as of the ROFR Rent Commencement Date, and the denominator of which   is sixty-four (64)."   (h) Section 52.4.4.A of the Lease is hereby deleted in its entirety and the following is   substituted in its stead:   "If the ROFR Exercise Notice is delivered after the end of the sixth (6th) full   calendar month of the ROFR Period but prior to the end of the ROFR Period, then   the ROFR Space will be leased to Tenant under a lease instrument (a "ROFR   Lease") on the business terms and conditions set forth in the LOI or, if applicable,   Changed Terms Notice and otherwise having legal terms substantially consistent   with the terms specified in this Lease."   13. Construction of Expansion Premises. Except as otherwise provided for herein,   construction of tenant improvements to the Expansion Premises and all matters related thereto shall   be handled in substantially the same manner as provided for under Exhibit C of the Lease ("Exhibit   Q") as if fully restated herein, but subject to the following modifications as to timing and other   points of detail pertaining specifically to the Expansion Premises (or the applicable portion   thereof), rather than the Initial Premises.   -12-   BOI 15687368.6/32203·000154    





 







(a) Except where the context requires otherwise, all references in Exhibit C to the   "Premises" shall mean and refer to the Expansion Premises or the applicable portion thereof.   (b) All references in Exhibit (~ to the "Approved Design Schedule" shall mean the   approved schedule for the preparation, review and approval of the Construction Documents as   set forth in First Amendment Schedule C-l attached hereto.   (c) All references in Exhibit C to the "Approved Schedule" shall mean the approved   schedule for Completion of Landlord's Work as set forth in First Amendment Schedule C-l   attached hereto.   (d) All references in Exhibit C to the "Approved Schematic Drawings" shall mean the   as built plans attached hereto as First Amendment Schedule C-3.   (e) There shall be no Base Building Construction Contract or Base Building GC for   the remaining Base Building Improvements. The parties agree that any remaining Base Building   Improvements that have not yet been completed for the Expansion Premises shall be completed   by the TI GC pursuant to the TI Construction Contract, but pursuant to a separate scope of work   which shall be bid separately from the Landlord's TI Work.   (f) The last sentence of the definition of "Excess TI Costs" shall be deemed amended   substituting "Part IV " in place of "Part VIP'.   (g) All references in Exhibit C to the "Landlord's Architect" shall mean, initially, The   Design Alliance, and any other architect selected by Landlord to replace or supplement such   architect.   (h) All references in Exhibit C to the "Tenant's Architect" shall mean, initially, The   Design Alliance, and any other architect selected by Tenant to replace or supplement such   architect, subject to Landlord's reasonable consent.   (i) The "Steel Erection Completion Deadline" shall have no application to the   Expansion Premises.   U) All references in Exhibit C to the "Test-Fit Allowance" shall mean an aggregate   amount equal to Four Thousand Four Hundred Ninety-One and 90/100 Dollars ($4,491.90),   calculated based upon fifteen cents ($0.15) per rentable square foot of the Expansion Premises.   One-half of the Test-Fit Allowance is allocated to Expansion Premises A and one-half to   Expansion Premises B.   -13-   801 15687368.6/32203-000154    





 







(k) All references in Exhibit C to the "TI Allowance" shall mean an aggregate   amount equal to Six Hundred Twenty-Eight Thousand Eight Hundred Sixty-Six and 00/100   Dollars ($628,866.00), calculated based upon Twenty-One and 001100 Dollars ($21.00) per   rentable square foot of the Expansion Premises. One-half of the TI Allowance is allocated to   Expansion Premises A and one-half to Expansion Premises B.   (1) All references in Exhibit C to the "TI Construction Contract" shall mean the   construction contract entered into with the TI GC for the construction of the Landlord's TI Work   and the remaining Landlord's Base Build.ing Work, provided that such TI Construction Contract   shall contain a separate scope of work for Landlord's Base Building Work which shall be priced   separately from the Landlord's TI Work.   (m) The definition of "TI GC" shall be deemed amended by deleting the word "by"   from the first line thereof.   (n) Section LF. entitled "Timing" shall be replaced with the following:   "Landlord and Tenant acknowledge that all specific dates set forth in this Exhibit   ~ as they relate to the Expansion Premises, including the dates set forth in the   Approved Schedule, the dates set forth for initial submission of the Space Plan   and the TI Plans and the dates set forth in Section III.C.(i) and (ii) (as dates upon   which Tenant may have the right to terminate this First Amendment in its entirety   or solely as to Expansion Premises B if certain events have not occurred by such   dates), and all other dates derived therefrom in this Exhibit C, are predicated on   the assumption that this First Amendment will be executed and delivered on or   before March 1, 2005. Accordingly, and notwithstanding any provision of this   Exhibit C to the contrary, in the event this First Amendment was not executed and   delivered by Tenant on or before March 1, 2005, then (in addition to all other   extensions which may be contemplated herein due to Landlord Delays, Tenant   Delays and/or Force Majeure, if any) each such date referenced herein shall be   deemed to have been extended one (1) day for each day elapsing between March   1, 2005 and the date upon which this First Amendment is executed and delivered   by Tenant, provided, however, that the Expansion Premises A Rent Abatement   Period shall be reduced one day for each day elapsing between March 1,2005 and   the date upon which this First Amendment is executed and delivered by Tenant to   Landlord. "   (0) Section IILB.(ii)(B) shall be amended to delete all of the text of clause (b) which   begins "an amount equal to the differential" and ends with "is achieved by Landlord" and   substitute in its stead "zero".   (P) Section III.C.(ii) shall be replaced with the following:   "(ii) If Landlord fails to achieve Substantial Completion of Landlord's   Work on or before January 1, 2006 with respect to Expansion Premises A (or to   -14-   BOI 15687368.6/32203·000154    





 







tender possession of Expansion Premises A to Tenant with substantial completion   achieved to the extent necessary for Tenant to lawfully commence Furniture   Installation in Expansion Premises A by January 1, 2006, which dates shall be   extended one (1) day for each day of delay in actually achieving Substantial   Completion of Expansion Premises A (or such lesser standard of substantial   completion, as applicable) caused by Tenant Delays and Force Majeure (as so   extended, a "Completion Deadline"), then Tenant shall have the right to terminate   this First Amendment pursuant to this Section IILC.(ii) by written notice of   termination to Landlord delivered no later than ten (10) business days after the   Completion Deadline, in which event this First Amendment shall be deemed void,   ab initio, and of no further force or effect, and the parties shall be released from   all liabilities and obligations arising under this First Amendment with respect to   the Expansion Premises. If Tenant fails or declines to deliver such termination   notice within ten (10) business days after the applicable Completion Deadline,   then Tenant will be deemed to have waived its termination right under this   Section IILC.(ii), and this First Amendment shall continue in full force and effect   at any time thereafter until the date Landlord achieves Substantial Completion (or   such lesser standard of substantial completion necessary for Tenant to lawfully   commence Furniture Installation, as applicable).   (iii) If Landlord fails to achieve Substantial Completion of Landlord's   Work on or before October 15, 2006 with respect to Expansion Premises B (or to   tender possession of Expansion Premises B to Tenant with substantial completion   achieved to the extent necessary for Tenant to lawfully commence Furniture   Installation in Expansion Premises B by October 15, 2006, which dates shall be   extended one (1) day for each day of delay in actually achieving Substantial   Completion of Expansion Premises B (or such lesser standard of substantial   completion, as applicable) caused by Tenant Delays and Force Majeure (as so   extended, a "Completion Deadline"), then Tenant shall have the right to partially   terminate this First Amendment as to Expansion Premises B (but not as to   Expansion Premises A) pursuant to this Section IILC.(ii) by written notice of   partial termination to Landlord delivered no later than ten (10) business days after   the applicable Completion Deadline, in which event this First Amendment shall   be deemed void, ab initio as to Expansion Premises B (but not as to Expansion   Premises A), and of no further force or effect with respect to Expansion Premises   B, and the parties shall be released from all liabilities and obligations arising   hereunder with respect to Expansion Premises B (but not as to Expansion   Premises A). If Tenant fails or declines to deliver such partial termination notice   within ten (10) business days after the applicable Completion Deadline, then   Tenant will be deemed to have waived its partial termination right under this   Section IILC.(ii), and this First Amendment shall continue in full force and effect   as to Expansion Premises B (as well as Expansion Premises A) at any time   thereafter until the date Landlord achieves Substantial Completion (or such lesser   standard of substantial completion necessary for Tenant to lawfully commence   Furniture Installation, as applicable)."   -15-   BOI 15687368.6/32203·000154    





 







(q) Notwithstanding anything to the contrary contained in Exhibit C or elsewhere in   the Lease, to the extent Exhibit C permits any portion of the TI Allowance to be applied against   Rent, the same may only be applied against Rent applicable to the Expansion Premises. Further,   no portion of the TI Allowance may be used for, or applied to, Leasing Expenses or Rent until all   TI Costs have been paid for both Expansion Premises A and Expansion Premises B.   (r) No fees or reimbursements shall be charged by Landlord for review, approvals or   participation in the design or construction process for any initial improvements made to the   Expansion Premises pursuant to Exhibit C.   (s) Notwithstanding anything to the contrary set forth in the Lease, as amended by   the First Amendment, Base Building Improvements shall include all of the improvements set   forth in First Amendment Schedule D attached hereto.   14. Consent of Guarantor. Contemporaneously with the execution of this First   Amendment, Tenant shall deliver to Landlord a consent in the form of Exhibit C attached hereto,   duly executed by the Guarantor.   15. Landlord's Authorized Azents. Notwithstanding anything contained in the Lease   or this First Amendment to the contrary, including without limitation, the definition of Landlord's   Agents, only Kennedy Associates Real Estate Counsel, Inc., the authorized signatory of this First   Amendment, and officers of Riggs Bank N.A., the trustee of Landlord, are authorized to amend,   renew or terminate the Lease, or to compromise any of Landlord's claims under the Lease or to   bind Landlord in any manner. Without limiting the effect of the previous sentence, no property   manager or broker shall be considered an authorized agent of Landlord to amend, renew or   terminate the Lease, to compromise any of Landlord's claims under the Lease or to bind Landlord   in any manner.   16. Limitation on Recourse. Landlord has executed this First Amendment by its   authorized representative signing solely in a representative capacity. Notwithstanding anything   contained in this First Amendment or the Lease to the contrary, Tenant confirms that the covenants   of Landlord under the Lease as amended hereby are made and intended, not as personal covenants   of the Landlord's authorized representative or trustee, or for the purpose of binding such   authorized representative or trustee personally, but solely in the exercise of the representative   powers conferred upon such authorized representative and trustee by their principal.   Notwithstanding anything contained in this First Amendment or the Lease to the contrary, liability   with respect to the entry and performance of the Lease (as amended hereby) by or on behalf of   Landlord, however it may arise, shall be asserted and enforced only against Landlord's estate and   equity interest in the Building. Neither Landlord nor any of Landlord's Agents shall have any   personal liability in the event of any claim against Landlord arising out of or in connection with the   Lease as amended, the relationship of Landlord and Tenant or Tenant's use of the Premises.   Further, in no event whatsoever shall any Landlord's Agent have any liability or responsibility   whatsoever arising out of or in connection with the Lease as amended, the relationship of Landlord   and Tenant or Tenant's use of the Premises. Any and all personal liability, if any, beyond that   -16-   BOI 15687368.6/32203·000154    





 







which may be asserted under this paragraph, is expressly waived and released by Tenant and by all   persons claiming by, through or under Tenant.   17. Brokers. Tenant was represented in the transaction evidenced by this First   Amendment by Grubb & Ellis Company, a licensed real estate broker. Landlord was represented   in the transaction evidenced by this First Amendment by Trammell Crow Company, a licensed real   estate broker. Except as provided in the next sentence, each party to this First Amendment shall   indemnify, defend and hold harmless the other party from and against any and all claims asserted   against such other party by any real estate broker, finder or intermediary relating to any act of the   indemnifying party in connection with this.First Amendment. Landlord shall be solely responsible   for paying any commission or fee owed to Landlord's broker, Trammell Crow Company, in   connection with this First Amendment. Landlord also shall be responsible for the payment of any   commission or fee owed to Grubb & Ellis Company in connection with this First Amendment   pursuant to a written agreement between Landlord and Grubb & Ellis Company.   18. Offer to Lease. The submission of this First Amendment to Tenant or its broker or   other agent does not constitute an offer to Tenant to lease the Expansion Premises or any portion   thereof. This First Amendment shall have no force or effect until: (a) is executed and delivered by   Tenant to Landlord; and (b) it is executed and delivered by Landlord to Tenant.   19. Severability; Captions. If any clause or provision of this First Amendment is   determined to be illegal, invalid, or unenforceable under present or future laws, the remainder of   this First Amendment shall not be affected by such determination, and in lieu of each clause or   provision that is determined to be illegal, invalid or unenforceable, there be added as a part of this   First Amendment a clause or provision as similar in terms to such illegal, invalid or unenforceable   clause or provision as may be possible and be legal, valid and enforceable. Headings or captions in   this First Amendment are added as a matter of convenience only and in no way define, limit or   otherwise affect the construction or interpretation of this Lease.   20. Incorporation of Prior Agreement; Amendments. The Lease, together with this   First Amendment contains all of the agreements of the parties hereto with respect to any matter   covered or mentioned therein or herein, and no prior agreement or understanding pertaining to any   such matter shall be effective for any purpose. No provision of the Lease as amended by this First   Amendment may be amended or added to except by an agreement in writing signed by the parties   to the Lease or their respective successors in interest.   21. Authority. Each individual executing this First Amendment on behalf of Tenant   represents and warrants to Landlord that he:or she is duly authorized to so execute and deliver this   First Amendment and that all corporate actions and consents required for execution of this First   Amendment have been given, granted or obtained. If requested by Landlord, Tenant shall, within   ten (10) days after demand by Landlord, deliver to Landlord satisfactory evidence of the due   authorization of this First Amendment and the authority of the person executing this First   Amendment on its behalf.   22. Ratification of Lease. The Lease, as herein amended, remains in full force and   -17-   BOl15687368.6/32203-000154    





 







effect and is hereby ratified and reaffirmed in all respects.   (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]   (SIGNATURES COMMENCE ON FOLLOWING PAGE]   -18-   BOI15687368.6/32203·000154    





 







WHEREFORE, the parties set their hands and seals as of the date first written above.   LANDLORD   MULTI-EMPLOYER PROPERTY   TRUST, a trust organized under 12 C.F.R.   Section 9.18   By: Kennedy Associates Real Estate   Counsel, Inc., Authorized Signatory   B~N~Its: \ $1 11.1   TENANT   McKesson Automation Inc., apeoo,!?C   BY:~~~ ~~~ _   Name: /(/(1 srI/vA VEAcO   Its: lie f( sECIe£rl1let   List of Exhibits to First Amendment   • First Amendment Exhibit A - Drawing Showing Location of Expansion Premises A   • First Amendment Exhibit B - Drawing Showing Location of Expansion Premises B   • First Amendment Exhibit C - Form of Guarantor's Consent   • First Amendment Exhibit D - Form of Lease Memorandum (First Expansion   Commencement Date)   • First Amendment Exhibit E - Form of Lease Memorandum (Second Expansion   Commencement Date)   List of Schedules to First Amendment   • First Amendment Schedule C-l - Approved Schedule   • First Amendment Schedule C-3 - Approved Schematic Drawings   • First Amendment Schedule D - Base Building Improvements   -19-   B01 15687368.6/32203·000154    





 







LANDLORD ACKNOWLEDGEMENT   ~d-~~   Cc~('tt~J-il\~J ss.   day   /lpr;'   of ~eblUary, 2005,   to me known to be a   btore rite . personally appeared   \ (CO ~~-I- of Kennedy.   Associates Real Estate ounsel, Inc., the corporation that executed the within and foregoing   instrument as authorized signatory of the Multi-Employer Property Trust, and acknowledged said   instrument to be the free and voluntary act and deed of such corporation as such authorized   signatory, for the uses and purposes therein mentioned, and on oath stated that c:;k.9, (he or   she) was authorized to execute said instrument.   at   [NOTARIAL SEAL]   -20-   BOI 15687368.6/32203·000154    





 







CALIFORNIA ALL·PURPOSE ACKNOWLEDGMENT   State of California } ss.   County of _~ ~   On ~a//J Zt1t)S before me, £,YAlt<~:an'!£:t/l7.~':!.~.~:~(i~Ptl8J.I,C   personally appeared KR /sri Iv'AVE Ileo ,   Nam.(.) 0( Slgne'($)   j(personally known to meo proved to me on the basis of satisfactory   evidence   to be the person(~ whose name(et is/are   subscribed to the within instrument and   acknowledged to me that Re/she/~ executed   the same in fIis/her/tReif authorized   capacityuee), and that by Ris/her/tl=leif   signature(e) on the instrument the person(~, or   the entity upon behalf of which the person(sr   acted, executed the instrument.   WITNESS my hand and official seal.   ~~~   ---------------------OPTIONAL---------------------   Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent   fraudulent removal and reattachment of this form to another document.   Description of Attached Document   Title or Type of Document:Jdd ~ ~ ~   Document Date: ~ ~ 2~O?   Signer(s) Other Than NamedAbove: _./lUJ?1&'--<..=.!O'--<..-=:..::'--------- _   Numberof Pages: ~~   Capacity(ies) Claimed by Signer   Signer's Name: /( ~ Isri AIrl V£gc.o   o Individual 11% Corporate Officer - Title(s):.s:r.c....:._7/"--_S-'-'-&.--"c.::...:~__=..::...G_'Ti'__'Il'_'_'_~____'_Y _o Partner - 0 Limited 0 Generalo Attorney-in-Facto Trusteeo Guardian or Conservatoro Other: _   Signer Is Representing:7l1c~ t2&;trrn~ ~.   C 1999 National Notary Associalion' 9350 De SotoAve., P.O. Box 2402· Chatsworth, CA 91313·2402' www.na~onalnotary.org Prod, No, 5907 Roorder. Can Toil-Fr •• 1-800-676-6827    





 







TENANT ACKNOWLEDGEMENT   )   ) ss.   )   On this day of February, 2005, before me, a Notary Public in and for the   Commonwealth/State of personally appeared the   _______ of McKesson Automation Inc., the Pennsylvania corporation that executed   the within and foregoing instrument, and acknowledged said instrument to be the free and   voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on   oath stated that she/he was authorized to execute said instrument.   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the   day and year first above written.   Name: _   NOTARY PUBLIC III and for the   residing at   My appointment expires: _   [NOTARIAL SEAL]   -21-   BO 1 15687368.6/32203·000154    





 







BOI 15687368.6/32203-000154   FIRST AMENDMENT EXHIDIT A   Drawing Showing Location of Expansion Premises A   (see next page)   -22-    





 







tpo   "::i:,;:;·i. ::-";,".; :;"",;1:.''""-00~"-00'"-WIV   IVow6o8'"...   " r:""   I;J   . 'j: ~-."   : .::>;"   '8::~   W   I   D. :.i.'   ",:,.:.'., .   < .• !" •   .". ;"""",' •. ".'lill~,'"--:"'.; .•........   ~-:::.'   :".::   ...:::!:   The Oeslgn Allance   ARC£{ I TEeTS   2400 Homy W. On_Building   535 Smithfield lltrec.   l'lllsbutilb. PA 15222   Tel: (412) 261-0660   F~: (412)261-1011   J.li.Cku1.ei"hct. IlI"t.h4t c>UIG" )'#'C:H.I)a~ 1;f""'~ftdi!l'H!if   Trammell Crow Company   Building 500, Second Floor   McKesson   Expansion - Premise A   Date: I R Fcb 2005ezoos TlteDesign Nlion<:eArchitecls Project Number: 04043.09    





 







B01 15687368.6/32203-000154   FIRST AMENDMENT EXHffiIT B   Drawing Showing Location of Expansion Premises B   (see next page)   -24-    





 







0:19   U>a,   00...,   v.>a,   00e-,-v.>tv   tv<::>v.>   b<::>8~   ':!h:\'   -'-::. ....:...   "':.-;;.   o   '.,:"   ', .~   NVl   I   ;~:'!\lJ: :.0-'.tif'   e .   'i';   The Deslg.n AIlance   ARCH T TECTS   2400 Hertty W. Oliva Building   53S SmilllJield S~   PitlsbuJafl, PA 15222   Trammell Crow Company   Building 500, Second Floor   McKesson   Expansion ~Premise B   i'ol: (412) 26l-(1660   f'ax: (412)261-7071   4ILCI{(n',(.I\...ltti 1~111t1l)' ·6f..~~f,,.; P1CIltilLt ••..•.",,,o.tloil:""   CZOO5 'Ibe Design AIIi""c<: Att:'hiteeis Pmject Nunibcr: 04043.09 DaI<:: 18 Fd>200S    





 







FIRST AMENDMENT EXHmIT C   FORM OF CONSENT OF GUARANTOR   Reference is made to a certain GUARANTY OF LEASE (the "Guaranty") made as of the   21st day of December, 2001, by McKesson Corporation, a corporation organized under the laws   of Delaware (the "Guarantor"), to and for the benefit of TC Northeast Metro, Inc., a Delaware   corporation, and its successors and assigns ("Original Landlord"), with respect to a lease   between Landlord and McKesson Automation Inc., a Pennsylvania corporation ("Tenant") dated   December 21, 2001 (the "Lease"); and   WHEREAS, concurrently with the execution of this Consent of Guarantor, the Multi-   Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18, assignee of Original   Landlord ("Landlord"), and Tenant have entered into a certain First Amendment to the Lease of   even date herewith (the First "Amendment") amending the Lease; and   WHEREAS, Guarantor has agreed to the terms and provisions of the First Amendment;   and   WHEREAS, Guarantor warrants and acknowledges that because of its financial interest,   direct and indirect, in the Tenant and in the benefits and advantages which will result from the   First Amendment, it will be significantly benefited by the First Amendment.   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of   which are hereby acknowledged, Guarantor agrees as follows:   l. Guarantor hereby ratifies, confirms and reaffirms, all and singular, the terms and   conditions of the Guaranty.   2. Guarantor acknowledges, confirms, and agrees that the Guaranty shall remain in   full force and effect with respect to the Lease, as amended by the First Amendment.   3. Guarantor agrees to all of the terms and conditions of the First Amendment and to   the terms and provisions of the Lease, as amended by the First Amendment.   4. Guarantor acknowledges, confirms and agrees that it has no offsets, defenses,   claims or counterclaims against the Landlord with respect to Tenant's and/or Guarantor's   respective liabilities and obligations due and owing to Landlord, and that to the extent that   Guarantor has or has ever had any such offsets, defenses, claims or counterclaims, Guarantor   hereby specifically waives and releases any and all rights to same.   [THE REMAINDER OF 'rnrs PAGE INTENTIONALLY LEFT BLANK.]   -26-   B01 15687368.6/32203·000154    





 







IN WITNESS WHEREOF, Guarantor has executed this Consent of Guarantor as of the   _ day of February, 2005.   WITNESS:   McKesson Corporation   By: _   Print Name: _   Title: _   Address of McKesson Corporation:   One Post Street   San Francisco, California 94104   Attention: McKesson Real Estate   -27-   BO 1 15687368.6 f 32203-000154    





 







GUARANTOR ACKNOWLEDGEMENT   )   ) ss.   )   On this _ day of February, 2005, before me, a Notary Public in and for the State of   California personally appeared , the of McKesson   Corporation, the Delaware corporation that executed the within and foregoing instrument, and   acknowledged said instrument to be the free and voluntary act and deed of said corporation, for   the uses and purposes therein mentioned, and on oath stated that she/he was authorized to   execute said instrument.   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the   day and year first above written.   Name: _   NOTARY PUBLIC m and for the   residing at   My appointment expires: _   [NOTARlAL SEAL]   -28-   BOI 15687368.6132203·000154    





 







FIRST AMENDMENT EXHIBIT D   FORM OF LEASE MEMORANDUM   (First Expansion Commencement Date)   The Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18, as   Landlord, and McKesson Automation Inc., as Tenant, executed that Lease dated as of December   21,2001, as amended by a certain First Amendment to Lease dated February _,2005 (the   "Lease").   The Lease contemplates that this document shall be delivered and executed as set forth in   Section 3(d) of the above-referenced First Amendment to Lease. This Lease Memorandum shall   become part of the Lease. Capitalized terms used but not defined herein shall have the meaning   assigned thereto in the Lease.   Landlord and Tenant agree as follows:   1. Landlord and Tenant do hereby confirm that the (a) First Expansion   Commencement Date is , (b) the Rent Adjustment Date is ,and (c) the   Extended Lease Expiration Date is _   2. Landlord and Tenant do hereby confirm that the amount of Base Rent payable on   account ofInitial Premises and Expansion Premises A shall be determined from the following   tables:   Initial Premises   Applicable Portion of Lease Term Rate Per/Rentable Annual Base Rent Monthly Base   Beginning Ending Sq. Ft.I Annum Rent Installment   (Annual+ 12)   March 23, 2003 $21.50 $1,330,570.50 $110,880.88   $22.75 $1,407,929.25 $117 ,327.44   Expansion Premises A   Applicable Portion of Lease Term Rate PeriRentable Annual Base Rent Monthly Base   Beginning Ending Sq. Ft.I Annum Rent Installment   (Annual + 12)   $21.50 $321,919.50 $26,826.63   $22.75 $340,635.75 $28,386.31   <THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.>   -29-   80115687368.6/32203-000154    





 







Executed as of the _ day of_· , 2005.   LANDLORD   MULTI-EMPLOYER PROPERTY   TRUST, a trust organized under 12 C.P.R.   Section 9.18   By: Kennedy Associates Real Estate   Counsel, Inc., Authorized Signatory   By: _   Name: _   Its: _   TENANT   McKesson Automation Inc., a   Permsylvania corporation   By: _   Name: _   Its: _   -30-   BOI 15687368.6/ 322d3-000154    





 







FIRST AMENDMENT EXHIBIT E   FORM OF LEASE MEMORANDUM   (Second Expansion Commencement Date)   The Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18, as   Landlord, and McKesson Automation Inc., as Tenant, executed that Lease dated as of December   21,2001, as amended by a certain First Amendment to Lease dated February _,2005 (the   "Lease").   The Lease contemplates that this document shall be delivered and executed as set forth in   Section 3(d) of the above-referenced First Amendment to Lease. This Lease Memorandum shall   become part of the Lease. Capitalized terms used but not defined herein shall have the meaning   assigned thereto in the Lease.   Landlord and Tenant agree as follows:   Option A fif applicable)   1. Landlord and Tenant do hereby confirm that the Second Expansion   Commencement Date with respect to the entire Expansion Premises B is _   2. Landlord and Tenant do hereby confirm that the amount of Base Rent payable on   account of Expansion Premises B and the portion of the Lease term during which such Base Rent   is payable shall be determined from the following table:   Expansion Premises B   Applicable Portion of Lease Term Rate Number of Annual Base Monthly Base   Beginning Ending Per/Rentable Rentable Square Rent Rent   Sq. Ft.! Annum Feet of Expansion Installmen~)   Premises B (Annual + 12   $21.50 14,973 $321,919.50 $26,826.63   $22.75 14,973 $340,635.75 $28,386.31   Option B [if applicable)   1. Landlord and Tenant do hereby confirm that the Second Expansion   Commencement Date with respect to rentable square feet of Expansion Premises   B is (the "Partial Second Expansion Commencement Date").   2. Landlord and Tenant do hereby confirm that, as of the date hereof, (a) Expansion   Premises B consist of an aggregate of rentable square feet, and (b) the   Premises consist of an aggregate of rentable square feet.   -31-   BOI15687368.6/32203·000154    





 







3. Landlord and Tenant do hereby confirm that, for the period beginning on the   Partial Second Expansion Commencement Date and ending on the date immediately preceding   the next .Second Expansion Commencement Date with respect to any portion of Expansion   Premises B (the ''Next Expansion Date") not yet delivered to Tenant on the date hereof, Tenant's   Share is 1119,444 =__ percent (_%).   4. Landlord and Tenant do hereby confirm that the amount of Base Rent payable on   account of Expansion Premises B and the portion of the Lease term during which such Base Rent   is payable shall be determined from the following table:   Expansion Premises B   Applicable Portion of Lease Term Rate Number of Annual Base Monthly Base   Beginning Ending Per/Rentable Rentable Square Rent Rent   Sq. Ft.! Annum Feet of Expansion Installment   Premises B (Annual + 12)   The date immediately   preceding the Next $21.50   Expansion Date   Next Expansion Date $21.50 14,973 $321,919.50 $26,826.63   $22.75 14,973 $340,635.75 $28,386.31   ..*Note: Insert additional row In above table If Expansion Premises B IS delivered In 3 pieces.   <THE REMAINDER OF rars PAGE INTENTIONALLY LEFT BLANK.>   -32-   BOI 15687368.6/32203-000154    





 







Executed as of the _ day of , 2005.   LANDLORD   MULTI-EMPLOYER PROPERTY   TRUST, a trust organized under 12 C.P.R.   Section 9.18   By: Kennedy Associates Real Estate   Counsel, Inc., Authorized Signatory   By: _   Name: _   Its: _   TENANT   McKesson Automation Inc., a   Pennsylvania corporation   By: _   Name: _   Its: _   -33-   801 15687368.6/32203·000154    





 







B01 15687368.6/32203-000154   First Amendment Schedule C-l   Approved Schedule   (see attached)   -34-    





 







OJ9   V>'"~'"o«   00'"-w'"'"ow   bo.o   V>...   ,   lJ.J   VI,   First Ammendmen1 Target Schedule C-1 --- -li'ammdlO\JwCompallY   10 iT_Nil"'"t   McKesson Phase II. SllO Cranberry Woods Drive   Tfooont Impr""" •.••••( O.-.Ign   , $<:I •• mar,; 0..-<911 .l VlkS : T,,~ ~111~ :   ":f;;ii<$"-' . F;i'3i1"sroiiT .. tie3~-o;V;;iopmeiif .   Conslrucdcn OOeumonts to PerlT'li:' set 3vil< •• : Fff4l8lO5 ~ . Thu 4t28ios ~~   ·"Fri4.i2tl)5·~ ~   - .--'-"--"'-2;& :---Wiif5i4i6~<:- '-fucSli7i'iiS'! .   54 dOy•.•... -i'w·~iisi05;---'f,:ii;i21iOs'1'   '-5~' ..·s;'ii",ilfai·p.iiiiil·" ....•. 1'day : - _.. ··F"';;"4.12aRi5.:   -·-6··-i-_.-Con~'fNCiio';rOOQi(iinani~:-FiRaf ~..   ·-"-P,pP;:.mlo-·" .------- -.   -r·r-..··oW;;O;-APp;o •• fofpj,,;;·.~Xi·i5r.;wiiiii>--·· ..···:.. ···..j6d3y."-fw'uHias-;"''''TiAo'Sl3roS'!;   ! . -!.   ;;; sCh.malleO;;$l;n 3 <!o.~•• : 'rU" 31'15105; .Th'u3ii7/OS1 :   "10-t ······-..co~CiiOi,-o;;;,.Oiisit.· ..- ..... -!..······-''j<!8YS·:'-·..'-·Fir4ii9i05~··'· ..·~'t~tc'~705i:   IT!" ··cniib.ii).'fo;;';'Sii;p·R~5W ." ,.•.. '" '~Vii<S" -MOii'5i2iti5';'f~ s.iiii651.   -u-i Blddin9 & Con.lruction ) ndoY.: . Fri 4i22f1i.l Moo .anlo,!:   1 i . ~ ;:1fl··SdQ;iiliddBrg··· -. ---... ........-.... "'--1-" .. --1,if(', ---Fri imioS :-'Thu ~i2a;'ii51'   --f"-{- ."afi;r;'bCC;;meii;.iO·dO;;i~'·(i>Ciiiiiisc9-"~ -.: - -'i~'-""F;t'4i25iil5l--- ·..·iiif4i'.il\iOsj ;   15 t Ad.!endtomi 1 ~ Fri6le;oS'; I'iisialOS ,f:   Fri5fi3lMl·   lb. 1)/19105j:   'ih,,~i; ;.   ~-iS"'r ...iiddOndum:1 ..   --f7"-1 A<ialB~ Due   1 diY '--··F~·5.i1'3j65C   1day. 'Thil~igI03;   . r~~·: "ii'snoWS?'ls .... r "·Ni.QOiiOiee<m&301 ..........•.. -. ' .........•. _.   19 j CQ/\oWctioo   --20 l· -FFElnii.if.ifOii" . Thu 8i4IC5 j:   Hhi1cs· FrIS!2r;05·'   ..~Wli~..·· •.·Fjf'f!a,1:i5·i·· •. thu'!f.ii'li51:   21 Cerllr ••• te ofOCa.pa",¥ 1 day _8iaih5' Mon 1!iMi5'~;;:   ....•. s: .   1\",~,~··,:i';:iJ·,.",,,'.,'I e>termolTaSl<S 1§.~*1'I@if':ii#i1!!   &u!mOIUilast<>no.Mt;K'$$On 2nd Floor Bu!1QoUID.te: Fri 2111;05   Progreso   •Took M~~.n~SV,YVr1"'Y .•...- .•.   • C   SpU   Pt<!jtCI Stlmma.y..- ~ -&   Pago1    





 







First Amendment Schedule C-3   Approved Schematic Drawings   (see attached)   To be submitted to Landlord by Tenant pursuant to the Approved Design Schedule and attached   hereto upon approval by Landlord   -36-   B01 15687368.6/32203-000154    





 







First Amendment Schedule D   BASE BUILDING IMPROVEMENTS   In addition to all Base Building Improvements as defined in Exhibit C to the Lease, Base   Building Improvements (which shall be constructed at Landlord's sole expense without any   credit against the TI Allowance or any obligation of Tenant to pay Excess TI Costs) shall include   the following:   • A Finished Ceiling. A "Finished Ceiling" shall consist of Building standard   HVAC system, 4 'x 4' grid, Base Building sprinkler system, ceiling tiles,   crosstees, one (1) VAV box/fan powered box per 1200 square feet, Titus   Ornni diffusers (1 per 300 USF) and corresponding soft duct, and parabolic   light fixtures (1 per 100 USF), all installed by the Landlord at its cost, in   accordance with Tenant's Construction Drawings, to the extent that the   quantities above are met.   • Electrical service to the electrical closet on each floor proposed for Tenant,   with circuit breakers in place.   • Base Building sprinkler system installed to meet code in accordance with the   Tenant's plan assuming 25% enclosed maximum, 75% open space minimum.   White semi-recessed sprinkler heads with escutcheons will be installed at   Landlord's expense within 6" radius of center of each 2' x 2' (Second Look)   tile pattern upon completion of the ceiling grid.   • All non-asbestos product insulation installed in exterior walls and underside of   slab per code.   • Floor slabs shall be flash patched to achieve a smooth surface and prepared   for carpet installation. All vertical penetrations shall be filled.   • Plumbing connections shall be "roughed in" and available for vent, and hot   and cold water at all wet columns.   • Fire systems shall be installed and operating per code. The system will   include, but not be limited to, an auto dialer in the building, required pull   stations on floor and HVAC smoke detectors.   • Finished elevator lobbies on the first (}st) floor, common and exit corridors on   the first (15t) floor and restroorns on all floors. All areas shall be in compliance   with ADA standards. The Landlord is to deliver the 2nd floor elevator lobby   to Tenant in accordance with this section.   -37-   BOI 15687368.6/32203-000154    





 







• All inspections and/or certifications required to complete the above items.   (Shell Occupancy Certificates from the Township and the PA Dept. of Labor   & Industry)   • Interior surfaces of the exterior walls shall be finished in drywall and ready   for paint.   • All interior columns on the floor proposed for Tenant shall be finished in   drywall and ready for paint.   • Exterior and interior steel "I" beam columns will be sheathed with gypsum   wallboard including taping, floating and sanding to a paint-ready surface.   • Approximately 5" wide extruded aluminum sill.   • All exterior windows shall receive 1" mini blinds and all interior atrium   windows shall use a frosted glass pattern.   • Armstrong 15/16" Prelude exposed tee system. Ceiling will be completely   installed using 3,14" rninaboard Second Look II, angled tegular panel. Complete   ceiling will be installed assuming partition-high tenant walls throughout.   • 2' x 4' fluorescent 277-volt lay-in fixtures with T8 lamps, electronic ballasts   and 18 cell parabolic lens.   -38-   BO I 15687368.6/ 32203-000154    





 









 







.,   ,   ..   SECOND AMENDMENT TO LEASE   This SECOND AMENDMENT TO LEASE (this "Second Amendment") is entered into   as of April ;./, 2008, by and between NewTower Trust Company Multi-Employer Property   Trust, a trust organized under 12 C.F.R. Section 9.18 and formerly known as the Multi   Employer Property Trust ("Landlord") and McKesson Automation Inc., a Pennsylvania   corporation ("Tenant"), in consideration of the mutual covenants contained herein and the   benefits to be derived herefrom.   WITNESSETH:   WHEREAS, TC Northeast Metro, Inc. ("TC"), a Delaware corporation, and Tenant   entered into that certain Lease dated December 21, 2001 (the "Original Lease"), pursuant to   which Tenant leased from TC approximately sixty-one thousand eight hundred eighty-seven   (61,887) rentable square feet consisting of the entire third (3cd) and fourth (4th) floors (the "Initial   Premises") of a certain building located at 500 Cranberry Woods Drive, Cranberry Township,   Pennsylvania (referred to herein and in the Original Lease as the "Building"); and   WHEREAS, Tenant's obligations under the Lease have been guarantied by McKesson   Corporation (the "Guarantor"), a Delaware corporation, pursuant to a certain Guaranty of Lease   dated December 21,2001 (the "Guarantv"); and   WHEREAS, TC subsequently assigned all of its right, title and interest under the Lease   and Guaranty to the Landlord pursuant to a certain Assignment and Assumption Agreement   dated December 28, 200 I between TC and the Landlord; and   WHEREAS, Landlord and Tenant entered into a certain First Amendment to Lease dated   February 8, 2005 (the "First Amendment") pursuant to which the Original Lease was amended to   include the entire second (2nd) floor of the Building, consisting of approximately twenty-nine   thousand nine hundred forty-six (29,946) rentable square feet (the "Expansion Premises") (the   Original Lease as amended by the First Amendment is hereinafter referred to as the "Lease");   and   WHEREAS, as of the date hereof: the Tenant currently leases an aggregate of   approximately ninety-one thousand eight hundred thirty-three (91,833) rentable square feet of the   Building; and   WHEREAS, the Tenant desires to lease an additional ten thousand nine hundred eight   (10,908) rentable square feet located 011 the first (1") tloor of the Building (the "Second   Amendment Premise.s"); and   WHEREAS, Landlord and Tenant desire to amend the Lease as provided herein;   BOl 15908418.8 /32203~OOOI54    





 







I   • •,   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency   of which are hereby acknowledged by both Landlord and Tenant, the parties hereto agree that the   Lease shall be further amended as follows:   I. RecitalslDefined Terms. The foregoing recitals shall be considered an integral   part of this Second Amendment. Unless otherwise specifically stated in this Second Amendment,   all capitalized terms in this Second Amendment shall have the meaning given to those terms in the   Lease. In the event of any conflict between the Lease and this Second Amendment, the terms of   this Second Amendment shall control.   2. Second Amendment Premises.   (a) Landlord and Tenant hereby agree to add the Second Amendment Premises to the   Premises in two (2) stages, with (i) the first stage consisting ofthe addition to the Premises, as of   the Second Amendment Expansion Commencement Date A (as hereinafter defined), of that   portion of the Second Amendment Premises consisting of approximately six thousand one   hundred twenty-one (6,121) rentable square leet shown on Second Amendment Exhibit A   attached hereto ("Second Amendment Premises A"), and (ii) the second stage consisting of the   addition to the Premises, as of the Second Amendment Expansion Commencement Date B (as   hereinafter defined), of that portion of the Second Amendment Premises consisting of   approximately four thousand seven hundred eighty-seven (4,787) rentable square feet shown on   Second Amendment Exhibit A attached hereto ("Second Amendment Premises BOO). Landlord   hereby leases to Tenant, and Tenant hereby rents from Landlord, the Second Amendment   Premises upon the terms and conditions of this Second Amendment.   (b) As of the Second Amendment Expansion Commencement Date A, the entire   Premises shall consist of approximately ninety-seven thousand nine hundred fifty-four (97,954)   rentable square feet consisting of (i) the entire second (2nd), third (3'd) and fourth (4 th) 1100rs of   the Building, and, (ii) a portion of the first (l st) 1100r of the Building containing approximately   six thousand one hundred twenty-one (6,121) rentable square feet. On the Second Amendment   Expansion Commencement Date A, Second Amendment Premises A shall become part of the   Premises and, except as otherwise provided below, shall be subject to all of the terms and   conditions of the Lease for the remainder of the Term.   (c) As of the Second Amendment Expansion Commencement Date B, the entire   Premises shall consist of approximately one hundred two thousand seven hundred forty-one   (102,74 I) rentable square feet consisting of( i) the entire second (2nd), third (3'd) and fourth (4th)   floors of the Building, and (ii) a portion of the first (1st) 1100r of the Building containing an   aggregate of ten thousand nine hundred eight (10,908) rentable square feet. On the Second   Amendment Expansion Commencement Date B, Expansion Premises B shall become part of the   Premises and, except as otherwise provided below, shall be subjcct to all of the terms and   conditions of the Lease for the remainder ofthe Term.   (d) Notwithstanding anything to the contrary contained in the Lease, including but   not limited to Section I, neither Second Amendment Premises A nor Second Amendment   -2-   BOI1590g418.ll/32203-000154    





 







,   , .   Premises B shall be subject to remeasurement and the rentable square footage thereof as recited   in Section 2(a) hereof shall be shall be final, conclusive and controlling.   (e) Tenant acknOWledges and agrees that this Second Amendment satisfies all of   Landlord's obligations under Section 52 of the Lease as it relates to any right of Tenant   thereunder to expand into all or any portion of the Second Amendment Premises.   3. Term.   (a) Landlord and Tenant acknowledge, confirm and agree that the Term of the Lease,   as previously extended to the Extended Lease Expiration Date (as defined in the First   Amendment) expires on December 31, 2011.   (b) The Term with respect to Second Amendment Premises A shall commence on the   Second Amendment Expansion Commencement Date A (as hereinafter defined) and shall expire   on December 31, 2011. Subject to subparagraphs 1.4(b), 1.4(c) and IA(d) of the Lease and   subject to those provisions of Exhibit C relating to Tenant Delays, (i) if Tenant executes and   delivers this Second Amendment to Landlord on or before April 21, 2008, the "Second   Amendment Expansion Commencement Date A" shall be the earlier to occur of: (x) the date of   Substantial Completion of Second Amendment Premises A; or (y) the date upon which Tenant   commences the beneficial use and occupancy of all or any material part of Second Amendment   Premises A (other than for Furniture Installation and Move-In), and (ii) if Tenant executes and   delivers this Second Amendment to Landlord after April 21, 2008, the "Second Amendment   Expansion Commencement Date A" shall be the earlier to occur of: (x) April 1, 2008, whether or   not Landlord has achieved Substantial Completion of Second Amendment Premises A; or (y) the   date upon which Tenant commences the beneficial use and occupancy of all or any material part   of Second Amendment Premises A (other than for Furniture Installation and Move-In). Tenant   acknowledges and agrees that the fixed commencement date as of April I, 2008 for Second   Amendment Premises A as aforesaid in the event that Tenant does not execute and deliver this   Second Amendment to Landlord on or before April 21, 2008 was a material inducement for   Landlord to enter into this Second Amendment and that Landlord would not have entered into   this Second Amendment without such provision. Landlord shall deliver Second Amendment   Premises A to Tenant upon the later of the Second Amendment Expansion Commencement Date   A or the Substantial Completion of Second Amendment Premises A, provided, however,   Landlord agrees to provide Tenant with acccss to Second Amendment Premises A for purposes   of Furniture Installation and Move-In not less than fifteen (15) days prior to the date Landlord   then estimates that Substantial Completion of Second Amendment Premises A will occur. Except   as otherwise expressly provided in, or otherwise inconsistent with, this Second Amendment, and   except to the extent not applicable to Second Amendment Premises A. for purposes of this   paragraph any references in subparagraphs IA(b), 1.4(c) and 1.4(d) of the Lcase to the   "Premises", "Commencement Date", and "Exhibit C" shall be deemed instead to refer to   "Second Amendment Premises A", "Second Amendment Expansion Commencement Date A",   and Second Amended Exhibit C (as defined in Section 8 hereof), respectively.   -3-   ROJ 1590&4t8.8! 32203-000154    





 







•,   (c) Promptly after the Second Amendment Expansion Commencement Date A,   Landlord and Tenant shall execute a memorandum confinning the Second Amendment   Expansion Commencement Date A. Such memorandum (the "Second Amendment Expansion   Date Memorandum A") shall be in the fonn attached to this Second Amendment as Second   Amendment Exhibit D. The failure of Tenant to execute the Second Amendment Expansion   Date Memorandum A shall not affect Tenant's obligations under the Lease as amended by this   Second_Amendment. In no event shall Tenant record this Second Amendment or the Second   Amendment Expansion Date Memorandum A.   (d) The Tenn with respect to Second Amendment Premises B shall commence on the   Second Amendment Expansion Commencement Date B (as hereinafter defined) and shall expire   on December 31, 20 II. Subjectto subparagraphs 1.4(b), IA(c) and 1.4(d) of the Lease and   subject to those provisions ofExhibit C relating to Tenant Delays, (i) if Tenant executes and   delivers this Second Amendment to Landlord on or before April 21 , 2008, the "Second   Amendment Expansion Commencement Date B" shall be the earlier to occur of: (x) the later of   (I) the date of Substantial Completion of Second Amendment Premises B or (2) October I,   2008; or (y) the date upon which Tenant commences the beneficial use and occupancy of all or   any material part of Second Amendment Premises B (other than for Furniture InstaIlation and   Move-In), and (ii) ifTenant executes and delivers this Second Amendment to Landlord after   April 21, 2008, the "Second Amendment Expansion Commencement Date B" shall be the earlier   to occur of: (x) October 1,2008, whether or not Landlord has achieved Substantial Completion   of Second Amendment Premises B; or (y) the date upon which Tenant commences the beneficial   use and occupancy ofall or any material part of Second Amendment Premises B (other than for   Furniture Installation and Move-In). Tenant acknowledges and agrees that the outside fixed   commencement date for Second Amendment Premises B as aforesaid in the event that Tenant   does not execute and deliver this Second Amendment to Landlord on or before April 21, 2008   was a material inducement for Landlord to enter into this Second Amendment and that Landlord   would not have entered into this Second Amendment without such provision. Landlord shall   deliver Second Amendment Premises B to Tenant upon the later ofthe Second Amendment   Expansion Commencement Date B or the Substantial Completion of Second Amendment   Premises B, provided, however, Landlord agrees to provide Tenant with access to Second   Amendment Premises B for purposes of Furniture Installation and Move-In not less than fifteen   (15) days prior to the later of (I) the date Landlord then estimates that Substantial Completion of   Second Amendment Premises B wiIl occur or (2) October 1,2008. Except as otherwise expressly   provided in, or otherwise inconsistent with, this Second Amendment, and except to the extent not   applicable to Second Amendment Premises B, for purposes of this paragraph any references in   subparagraphs IA(b), 1.4(c) and IA(d) of the Lease to the "Premises", "Commencement Date",   and "Exhibit C" shall be deemed instead to refer to "Second Amendment Premises B", "Sccond   Amendment Expansion Commencement Date B", and Second Amended Exhibit C, respectively.   (e) Notwithstanding anything to the contrary contained herein, if Landlord achieves   Substantial Completion of Second Amendment Premises B prior to October j, 2008, then at any   time after such Substantial Completion Tenant may elect to accelerate the Second Amendment   Expansion Commencement Date B with respect to all (but not less than all) of Sccond   -4-   BOl15908418.8/J220J-000154    





 







,   Amendment Premises B. Unless otherwise mutually agreed, Tenant shall provide Landlord with   at least five (5) business days advance written notice of such election.   (f) Promptly after the Second Amendment Expansion Commencement Date B,   Landlord and Tenant shall execute a memorandum confirming the Second Amendment   Expansion Commencement Date B. Such memorandum (the "Second Amendment Expansion   Date Memorandum B") shall be in the form attached to this Second Amendment as Second   Amendment Exhibit E. The failure ofTenant to execute the Second Amendment Expansion   Date Memorandum B shall not affect Tenant's obligations under the Lease as amended by this   Second Amendment. In no event shall Tenant record this Second Amendment or Second   Amendment Expansion Date Memorandum B.   4. Tenant's Share. Section 1.2 of the Lease is hereby amended by deleting the   second sentence thereofand substituting in its stead the following:   "Tenant's Share shall be (a) for the period beginning on the Commencement Date   and ending on the date immediately preceding the First Expansion   Commencement Date, Fifty-One and 811100 Percent (51.81%) (Le.,   61,887/119,444) based upon the Premises containing 61,887 rentable square teet,   and the Building containing 119,444 rentable square feet; (b) for the period   beginning on the First Expansion Commencement Date (i.e. August 8, 2005) and   ending on the date immediately preceding the Second Expansion Commencement   Date (i.e. May 14, 2006), Sixty-four and 35/100 Percent (64.35%) (Le.,   76,860/119,444) based upon the Premises containing 76,860 rentable square feet,   and the Building containing 119,444 rentable square feet; (c) for the period   beginning on Second Expansion Commencement Date (i.e. May 15, 2006) and   ending on the date immediately preceding the Second Amendment Expansion   Commencement Date A, Seventy-Six and 88/100 Percent (76.88%) (Le.,   91,833/119,444) based upon the Premises containing 91,833 rentable square feet,   and the Building containing 119,444 rentable square feet; (d) for the period   beginning on the Second Amendment Expansion Commencement Date A and   ending on the date immediately preceding the Second Amendment Expansion   Commencement Date B, Eighty-Two and 011100 Percent (82.01%) (i.e.,   97,954/119,444) based upon the Premises containing 97,954 rentable square feet,   and the Building containing 119,444 rentable square feet; and (e) for the period   beginning on the Second Amendment Expansion Commencement Date Band   continuing for the remainder of the Tcrm, Eighty-Six and 0211 00 Percent   (86.02%) (i.e., 102,741/119,444) based upon the Premises containing 102,741   rentable square feet. and the Building containing 119.444 rentable square feet."   5. Base Rent. The Lease is hereby amended by deleting Subsection 1.5.1 thereof in   its entirety and substituting in its siead the following:   -5-   no] 15908418.8/32203-000154    





 







"1.5.1 The rate per rentable square foot per annum, and the portion of the   Lease Term during which such monthly Base Rent is payable shall be determined   from the following tables.   Initial Premises   Applicable Portion of Lease Term I Rate PerlRentable ,I Annual Base Rent Monthly Base   nning Ending I Sq. Ft.! Annum Renl Installment   (Annual + 12)   March 23, 2003 December 31, 2008 $21.50 $1.330.570.50 $110 88o.a8   January 1, 2009 December 31, 2011 $22.75 I $1.407929.25 $117 327.44   I Exnanslon Premises A   Applicable Portion of Lease Term Rate PerJRentable Annual Base Rent Monthly Base   Beginning Ending Sq. Ft.1Annum Rent lns~"men'   (Annual + 12   t August 8, 2005 December 31, 2008 $21.50 $321 91950 $26,826.63January 1, 2009 December 31, 2011 $22.7~$340.635.75 $28,300.31   I Expansion Premises B   Aooticable Portion of Lease Term rRate PerlRentable Annual Base Rent Monthly Base   Beginning Ending Sq. Ft.f Annum Rent Installment   (Annual ~ 12)   May 15,2006 December 31, 2008 $21.50 $321,919.50 $26.826.63   JanualV 1, 2009 December 31, 2011 $22.75 $34() 635.75 $28,386.31   December 31, 2008   December31.201±Januarv 1, 2Q09   Second Amendment   Expansion Commencement   Date A   ~~-- Second Amendment Premises AApplicable Portion of Lease Term Rate PerlRenlable Annual Base Rent Monthly BaseBeginning Ending Sq. Ft.I Annum Renl Installment(Annual. 12) ~   $21.50 $131.601.50 $10,966.79 I   $227~±"'9"'2"5.2".",75"---.-/.__.$"''''''''6'''0C'4''.4~   Second Amendment Premises B   ease Term Rate Per/Rentable Annual 8ase Rent Monthly Base ,I   9 Sq. Ft.! Annum Rent Installmen~   IAnnual.12)   December 31, 2008 $21.50 $102.920.50 $8,576.71   I   December ~1 ,_~9_11 $22.75 I $108,904.25 L~07535 I   r==------= Applicable Portion of L~n9 ]Endln~ Second AmendmentExpanSion Commencement__ Date B   I January 1,2009   -6-   BOI 159084188/32203-000154    





 







,   If the First Expansion Commencement Date, the Second Expansion   Commencement Date, the Second Amendment Expansion Commencement Date   A, or the Second Amendment Expansion Commencement Date B is a date other   than the first day of a calendar month, Base Rent for Expansion Premises A,   Expansion Premises B, Second Amendment Premises A, or Second Amendment   Premises B (as applicable) for the partial month in which the applicable expansion   commencement date occurs shall be prorated. Notwithstanding the foregoing,   Landlord abated all Base Rent applicable to Expansion Premises A for the period   from August 8, 2005 through October 31, 2005 (the "Expansion Premises A   Abatement Period").   Landlord and Tenant acknowledge, confirm and agree that the (a) the   "First Expansion Commencement Date" as defined in the First Amendment was   August 8, 2005, (b) the "Second Expansion Commencement Date" as defined in   the First Amendment wa' May 15, 2006, and (c) the "Rent Adjustment Date" as   defined in the First Amendment is January 1,2009.   Notwithstanding the foregoing rent schedules, if Tenant validly exercises   any of its renewal options as set forth in this Lease, Base Rent for the renewal   term(s) shall be as set forth in Section 50 hereof"   6. Base Year.   Without limiting the generality of the last sentences of each of subsections 2(b) and 2(c)   hereof:   (a) the Operating Costs Base Year applicable to Second Amendment Premises A and   Second Amendment Premises B shall be the same Operating Costs Base Year applicable to the   entire Premises as in effect immediately prior to this Second Amendment (i.e. calendar year   2005); and.   (b) the Real Estate Tax Base Year applicable to Second Amendment Premises A and   Second Amendment Premises B shall be thc same Real Estate Tax Base Year applicable to the   entire Premises as in effect immediately prior to this Second Amendment (i.e. calcndar year   2005), provided that if the Building has not been fully assessed as of the end of calendar year   2005, thc Property Tax Base Year shall be the first tax year in which the Building is fully   assessed.   7. Notice Addresses. Section 1.8 of the Lease is hereby amended by substituting   the following addresses for Landlord and Tenant:   -7-   BOll59084188!322r)}-000154    





 







"Ifto Landlord:   "Ifto Tenant   DOl 15908418.8 J32203-000154   NewTower Trust Company Multi-Employer Property Trust   c/o Kennedy Associates Real Estate Counsel, LP   Attention: Executive Vice President - Asset Management   1215 Fourth Ave., Suite 2400   Seattle, WA 98161   Facsimile: (206) 682-4769   with copies to:   NewTower Trust Company Multi-Employer Property Trust   c/o Kennedy Associates Real Estate Counsel, LP   Attn: Senior Vice President - Asset Management   7315 Wisconsin Avenue, Suite 350 West   Bethesda, 1\-10 20814   Facsimile: (301) 656-9339   and   NewTower Trust Company Multi-Employer Property Trust   c/o NewTower Trust Company   Attn: PresidentlMEPT   or Patrick O. Mayberry   Three Bethesda Metro Center, Suite 1600   Bethesda, r...l0 20814   Facsimile: (240) 235-9961   and with a copy to Manager at:   CB Richard Ellis, Inc.   800 Cranberry Woods Drive, Suite 260   Cranberry Township, Pennsylvania 16066   Facsimile: (724) 778-4119   McKesson Automation, Inc.   c/o McKesson Corporation   One Post Street, 34th Floor   San Francisco, CA 94104   Attention: McKesson Real Estate   with copies to:   -8-    





 







CB Richard Ellis, Inc.   Attention: McKesson Lease Administration   5100 Poplar Avenue, Suite 1000   Memphis, TN 38137."   8. Tenant Improvements. Notwithstanding anything to the contrary contained   in the Lease (including Section 17), (a) any improvements to be performed by Tenant to Second   Amendment Premises A (or any portion thereof) prior to the Second Amendment Expansion   Commencement Date A shall be governed by Exhibit C of the Lease as modified by Section II of   this Second Amendment (referred to herein as "Second Amended Exhibit C"), (b) any   improvements to be performed by Tenant to Second Amendment Premises B (or any portion   thereof) prior to the Second Amendment Expansion Commencement Date B shall be governed by   Second Amended Exhibit C, and (c) all other improvements performed by Tenant to the Second   Amendment Premises shall be treated as Alterations to the Premises and thus governed by Article   15 ofthe Lease.   9. Parking. Effective as of the Second Amendment Expansion Premises   Commencement Date A, Tenant's parking allocation as set forth in Section 46 of the Lease shall be   increased by an amount equal to five (5) parking spaces for each 1,000 square feet of rentable area   of Second Amendment Premises A, and effective as of the Second Amendment Expansion   Premises Commencement Date B, Tenant's parking allocation as set forth in Section 46 of the   Lease shall be further increased by an amount equal to five (5) parking spaces for each 1,000   square feet of rentable area of Second Amendment Premises B. Such parking allocation remains   subject to adjustment in the event of any reduction or further expansion of the Premises as   provided in Section 46 ofthe Lease.   10. Renewal Option. Without limiting any other term or condition hereof,   Landlord and Tenant acknowledge and agree that the renewal options granted to Tenant under   Section 50 of the Lease remain in full force and effect and hereafter apply to the entire Premises   then leased to Tenant (i.e., the Initial Premises, Expansion Premises A, Expansion Premises B,   Second Amendment Premises A, and Second Amendment Premises B) as of the end of the Initial   Term and the First Renewal Term, as applicable. Tenant shall have no right to exercise any such   option to renew for less then the entire Premises then leased by Tenant pursuant to the Lease. As   used herein and in the Lease, "Initial Term" hereafter shall mean and refer to the period beginning   on the First Expansion Commencement Date and ending on the Extended Lease Expiration Date   (i.e., December 31, 2011).   II. Construction of Expansion Premises. Except as otherwise provided for herein,   construction of tenant improvements to the Second Amendment Premises and all matters related   thereto shall be handled in substantially the same manner as provided for under Exhibit C of the   Lease ("Exhibit C") as if fully restated herein, but subject to the following modifications as to   timing and other points of detail pertaining specitlcally to the Second Amendment Premises (or the   applicable portion thereof), rather than the Initial Premises and/or the Expansion Premises.   -9-   BOI159Q841U/3120J-OCYJ!54    





 







(a) Except where the context requires otherwise, all references in Exhibit C to the   "Premises" shall mean and refer to the Second Amendment Premises or the applicable portion   thereof.   (b) All references in Exhibit C to the "Approved Design Schedule" shall mean the   approved schedule for the preparation, review and approval of the Construction Documents as   set forth in Second Amendment Schedule C-I attached hereto.   (c) All references in Exhibit C to the "Approved Schedule" shall mean the approved   schedule for Completion of Landlord's Work as set forth in Second Amendment Schedule C-I   attached hereto.   (d) All references in Exhibit C to the "Approved Schematic Drawings" shall mean the   as built plans attached hereto as Second Amendment Schedule C-3.   (e) There shall be no Base Building Construction Contract or Base Building GC for   the remaining Base BUilding Improvements. The parties agree that any remaining Base Building   Improvements that have not yet been completed for the Second Amendment Premises shall be   completed by the TI GC pursuant to the TI Construction Contract, but pursuant to a separate   scope ofwork which shall be bid separately from the Landlord's Tl Work.   (t) The last sentence of the definition of "Excess TI Costs" shall be deemed amended   substituting "Part IV " in place of"Part VII".   (g) All references in Exhibit C to the "Landlord's Architect" shall mean, initially, The   Design Alliance, and any other architect selected by Landlord to replace or supplement such   architect.   (h) All references in Exhibit C to the "Tenant's Architect" shall mean, initially, The   Design Alliance, and any other architect selected by Tenant to replace or supplement such   architect, subject to Landlord's reasonable consent.   (i) The "Steel Erection Completion Deadline" shall have no application to the   Second Amendment Premises.   G) All references in Exhibit C to the 'Test-Fit Allowance" shall have no applicability   to the Second Amendment Premises, and Landlord shall have no obligation to provide any Test   Fit Allowance with respect to the Second Amendment Premises.   (k) AII references in Exhibit C to the "Tl Allowance" shall mean (i) with respect to   Second Amendment Premises A, an amount equal to the product of (1) One Hundred Twenty   Eight Thousand Five Hundred Forty-One and OOIJOO Dollars ($128,541.00) (calculated bascd   upon Twenty-One and 00/100 Dollars ($21.00) per rentable square foot of the Second   Amendmem Premises A), timcs (2) a traction, the numerator of which is the number of full   months remaining in thc Tcrm (cxclusive of any Renewal Terms) as of Second Amendment   -10-   HOI 159084188; 32203-000154    





 







Expansion Commencement Date A and the denominator ofwhich is sixty-four (64), and (ii) with   respect to Second Amendment Premises B, an amount equal to the product of (I) One Hundred   Thousand Five Hundred Twenty-Seven and 001100 Dollars ($100,527.00) (calculated based   upon Twenty-One and 00/100 Dollars ($21.00) per rentable square foot of the Second   Amendment Premises B), times (2) a fraction, the numerator of which is the number of full   months remaining in the Term (exclusive of any Renewal Terms) as of Second Amendment   Expansion Commencement Date B and the denominator of which is sixty-four (64). By way of   examples only, (A) if the Second Amendment Expansion Commencement Date A is April I,   2008, the II Allowance with respect to Second Amendment Premises B shall be Ninety   Thousand Three Hundred Eighty and 8011 00 Dollars ($90,380.39) calculated as follows:   $128,541.00 x (45/64) = $90,380.39, and (B) if the Second Amendment Expansion   Commencement Date B is October I, 2008, the II Allowance with respect to Second   Amendment Premises B shall be Sixty-One Thousand Two Hundred Fifty-Eight and 64/100   Dollars ($61,258.64) calculated as follows: $100,527.00 x (39/64) = $61,258.64.   (I) All references in Exhibit C to the "TI Construction Contract" shall mean the   construction contract entered into with the II GC for the construction of the Landlord's II Work   and the remaining Landlord's Base Building Work, provided that such II Construction Contract   shall contain a separate scope of work for Landlord's Base Building Work which shall be priced   separately from the Landlord's II Work.   (m) The definition of "II GC" shall be deemed amended by deleting the word "by"   from the first line thereof.   (n) Section I.F. entitled "Timing" shall have no application to the Second   Amendment Premises.   (0) Section III.B shall be replaced with the following:   "B. Effect of Delay. To the extent any phase of Landlord's Work is   not Substantially Completed as of the date indicated within the Approved   Schedule, the following provisions shall apply:   (i) Provided that Tenant has executed and delivered this Second   Amendment to Landlord on or before April21, 2008, if and to the extent   Substantial Completion of Second Amendment Premises A is delayed   beyond the date set forth in the Approved Schedule, then the Second   Amendment Expansion Commencement Date A shall be the date upon   which Substantial Completion of the Landlord's Work occurs with respect   to Second Amendment Premises A, and notwithstanding anything herein   to the contrary, such delay (whether or not constituting Landlord Delay)   shall not (X) otherwise result in or give rise to any rent abatement or any   damages or penalties payable by Landlord to Tenant, nor (Y) constitute a   delimit by Landlord under this Lcase; provided that to the extent such   delay is caused by Tenant Delay(s), the Second Amendment Expansion   -11-   BOI 15908418.8 J32203-000154    





 







Commencement Date A shall be deemed to be the date upon which   Landlord's Work with respect to Second Amendment Premises A would   have been Substantially Completed (and Tenant pennitted to lawfully   occupy Second Amendment Premises A) but for such Tenant Delay(s).   However, ifTenant executes and delivers this Second Amendment to   Landlord after April 21, 2008 and Substantial Completion of Second   Amendment Premises A is delayed beyond the date (if any) set forth in the   Approved Schedule, then notwithstanding anything herein to the contrary,   such delay (whether or not constituting Landlord Delay) shall not (X)   delay the occurrence of Second Amendment Expansion Commencement   Date A or otherwise result in or give rise to any rent abatement or any   damages or penalties payable by Landlord to Tenant, nor (Y) constitute a   default by Landlord under this Lease.   (ii) Provided that Tenant has executed and delivered this Second   Amendment to Landlord on or before April 21, 2008, if and to the extent   Substantial Completion of Second Amendment Premises B is delayed   beyond the date set forth in the Approved Schedule, then the Second   Amendment Expansion Commencement Date B shall be the date upon   which Substantial Completion of the Landlord's Work occurs with respect   to Second Amendment Premises B, and notwithstanding anything herein   to the contrary, such delay (whether or not constituting Landlord Delay)   shall not (X) otherwise result in or give risc to any rent abatement or any   damages or penalties payable by Landlord to Tcnant, nor (Y) constitute a   default by Landlord under this Lease; provided that to the extent such   delay is caused by Tenant Delay(s), the Sccond Amendment Expansion   Commencement Date B shall be decmed to be the date upon which   Landlord's Work with respect to Second Amendment Premises B would   have been Substantially Completed (and Tenant permitted to lawfully   occupy Second Amendment Premises B) but tor such Tenant Delay(s).   However, if Tenant executes and delivers this Second Amendment to   Landlord after April 21, 2008 and Substantial Completion of Second   Amendment Premises B is delayed beyond the date (if any) set forth in the   Approved Schedule, then notwithstanding anything herein to the contrary,   such delay (whether or not constituting Landlord Delay) shall not (X)   delay the occurrence of Second Amcndment Expansion Commencement   Date B or otherwise result in or give rise to any rent abatement or any   damages or penalties payable by Landlord to Tenant, nor (Y) constitute a   default by Landlord under this Lease.   (P) Section III.C shall have no application to the Second Amendment Premises   (q) Notwithstanding anything to the contrary contained in Exhibit C or elsewhere in   the Lease, except as expressly set forth in this Section 11 (q), the TI Allowance shall be llsed   solely to pay Tl Costs associated with the performance of Landlord's Tl Work tor the Second   -12-   Bor 15908418.8/32203--000154    





 







Amendment Premises and the Construction Management Fee (as defined Section II(r) hereof).   To the extent costs expended by Landlord to construct Second Amendment Expansion Premises   A are less than the TI Allowance allocated to Second Amendment Expansion Premises A   pursuant to Section I I(k) of this Second Amendment, the unexpended amount shall be added to   the T1 Allowance allocated to Second Amendment Expansion Premises B pursuant to Section   II (k) ofthis Second Amendment. To the extent costs expended by Landlord to construct Second   Amendment Expansion Premises B are less than the T1 Allowance allocated to Second   Amendment Premises B plus the unexpended portion of the TI Allowance allocated to Second   Amendment Premises A, such excess amount may be expended on costs associated with the   installation of data/voice cabling, security systems and other equipment integrated within Second   Amendment Expansion Premises B (the "Miscellaneous TI Related Costs") provided that Tenant   has requested funding of such Miscellaneous TI Related Costs and satisfied all Miscellaneous TI   Related Costs Funding Requirements (as defined below) prior to the date which is six (6) months   after the Second Amendment Expansion Commencement Date B; and, if after such further   application, the full amount of the TI Allowance allocated to Second Amendment Expansion   Premises A and Second Amendment Expansion Premises B still has not been utilized, Tenant be   entitled to credit the unused amount against payments of Rent due under the Lease solely with   respect to the Second Amendment Premises if, but only if, Tenant so directs Landlord in writing   prior to the date which is six (6) months after the Second Amendment Expansion   Commencement Date B. As used herein, "Miscellaneous TI Related Costs Funding   Requirements" include the submission of invoices for the applicable work, including a letter   from Tenant specifically approving such invoices and directing Landlord to pay a specified   amount to a specified party, or requesting reimbursement for such expenses to the extent already   paid by Tenant, together with certifications regarding completion (or partial completion) of such   work by appropriate design professions, lien waivcrs (to the extent reasonably applicable to the   type of expense being funded) which may be partial or final lien waivers depending upon the   status of completion, and satisfaction or other reasonable and customary funding requirements   invoked by Landlord's lender(s) and (if applicable) equity funding sources. In the event that   Tenant fails to satisfY all Miscellaneous T1 Related Costs Funding Requirements prior to the date   which is six (6) months after the Second Amendment Expansion Commencement Date B, then   Tenant shall have no further right to use any unexpended balance of the TI Allowance allocated   to Second Amendment Premises A and/or Second Amendment Premises B for any   Miscellaneous TI Related Costs. Further, if Tenant fails to direct Landlord in writing to apply   any unexpended balance of the TI Allowance allocated to Second Amendment Premises A   and/or Second Amcndmcnt Premises B against the Rent payable on account of the Second   Amendment Premises prior to the date which is six (6) months aftcr the Second Amendment   Expansion Commencement Date B, then any remaining unexpended balance of the TI   Allowance allocated to Second Amendmcnt Premises A and/or Second Amendment Premises B   shail be deemed forfeited by Tenant and Landlord shail have no further obligation on account   thereof.   (r) Tenant shail promptly reimburse Landlord for ail reasonable costs, including   architects, engineers', and consultants fees incurred by Landlord in connection with Landlord's   review of the Tenant's TT Plans and/or any request fj-om Tenant tor a TI Change Order and ail   such costs shall constitute TI Costs. Tenant also agrees to pay the Landlord a construction   -13-   BOt 15908418.8.' 32203-000154    





 







management fee (the "Construction Management Fee") equal to four percent (4%) of the   aggregate TI Costs for the Second Amendment Premises.   (s) Notwithstanding anything to the contrary set forth in the Lease, as amended by   the Second Amendment, Base Building Improvements shall include all of the improvements set   forth in Second Amendment Schedule D attached hereto.   (t) In the event of any inconsistency between Exhibit~ and the Lease, the tenns of   Exhibit C as amended by this Second Amendment shall control.   12. Surrender Obligations Relating to Landlord's Work. Without in any way   limiting Tenant's obligations with respect to any portion of the Premises as in effect prior to this   Second Amendment, Tenant acknowledges, confmns and agrees that, pursuant to Section 26.2 of   the Lease, upon the expiration or earlier tennination of the Lease, Tenant shall be obligated to   remove any leasehold improvements that were constructed as part of Landlord's Work with respect   to the Second Amendment Premises, or otherwise pursuant to Second Amended Exhibit C, and   restore the Second Amendment Premises to its pre-existing condition if (a) such leasehold   improvements are not standard Class A office improvements, and (b) Landlord notifies Tenant, at   the time of its approval of the Construction Drawings pursuant to Second Amended Exhibit C, or   any applicable change order, that Tenant would be required to remove such improvements upon   surrender ofthe Second Amendment Premises.   13. Consent of Guarantor. Contemporaneously with the execution of this Second   Amendment, Tenant shall deliver to Landlord a consent in the form of Second Amendment   Exhibit C attached hereto, duly executed by the Guarantor.   14. Landlord's Authorized Agents. Notwithstanding anything contained in the Lease   or this Second Amendment to the contrary, including without limitation, the definition of   Landlord's Agents. only Kennedy Associates Real Estate Counsel, LP, the authorized signatory of   this Second Amendment, and officers of NewTower Trust Company, the trustee of Landlord, are   authorized to amend, renew or terminate the Lease, or to compromise any of Landlord's claims   under the Lease or to bind Landlord in any manner. Without limiting the effect of the previous   sentence, no property manager or broker shall be considered an authorized agent of Landlord to   amend, renew or tenninate the Lease, to compromise any of Landlord's claims under the Lease or   to bind Landlord in any manner.   15. Limitation on Recourse. Landlord has executed this Second Amendment by its   authorized representative signing solely in a representative capacity. Notwithstanding anything   contained in this Second Amendment or the Lease to the contrary, Tenant confinns that the   covenants of Landlord under the Lease as amended hercby are made and intended, not as personal   covenants of the Landlord's authorized representative or trustee, or for the purpose of binding such   authorized representative or trustee personally, but solely in the exercise of the representative   powers conlimed upon such authorized representative and trustee by their principaL   Notwithstanding anything contained in this Second Amendment or the Lease to the contrary,   liability with respect to the entry and performance of the Lease (as amended hereby) by or on   -14-   ROJ 1590R41 !l,S / 32203-000154    





 







• •   behalf of Landlord, however it may arise, shall be asserted and enforced only against Landlord's   estate and equity interest in the Building. Neither Landlord nor any of Landlord's Agents shan   have any personal liability in the event of any claim against Landlord arising out of or in   connection with the Lease as amended, the relationship of Landlord and Tenant or Tenant's use of   the Premises. Further, in no event whatsoever shan any Landlord's Agent have any liability or   responsibility whatsoever arising out of or in connection with the Lease as amended, the   relationship of Landlord and Tenant or Tenant's use of the Premises. Any and all personal   liability, ifany, beyond that which may be asserted under this paragraph, is expressly waived and   released by Tenant and by all persons claiming by, through or under Tenant.   16. Brokers. Tenant was represented in the transaction evidenced by this Second   Amendment by CB Richard Ellis, Inc. (HCB Richard Ellis"), a licensed real estate broker. Landlord   also was represented in the transaction evidenced by this Second Amendment by CB Richard Enis.   Each party to this Second Amendment shall indemnifY, defend and hold harmless the other party   from and against any and all claims asserted against such other party by any real estate broker,   finder or intermediary relating to any act of the indemnifYing party in connection with this Second   Amendment. Landlord shall be solely responsible for paying any commission or fee owed to CB   Richard Ellis as Landlord's broker in connection with this Second Amendment, and CB Richard   Enis as Landlord's broker shall be responsible for any commission or fee payable to CB Richard   Ellis in its capacity as Tenant's broker.   17. Otl"er to Lease. The submission of this Second Amendment to Tenant or its broker   or other agent does not constitute an offer to Tenant to lease the Second Amendment Premises or   any portion thereof. This Second Amendment shall have no force or etfect until: (a) is executed   and delivered by Tenant to Landlord; and (b) it is executed and delivered by Landlord to Tenant.   18. Severability; Captions. If any clause or provision ofthis Second Amendment is   detem,ined to be illegal, invalid, or unenforceable under present or future laws, the remainder of   this Second Amendment shall not be affected by such determination, and in lieu of each clause or   provision that is determined to be illegal, invalid or unenforceable, there be added as a part of this   Second Amendment a clause or provision as similar in tems to such illegal, invalid or   unenforceable clause or provision as may be possible and be legal, valid and enforceable.   Headings or captions in this Second Amendment are added as a matter of convenience only and in   no way define, limit or otherwise affect the construction or interpretation of this Lease.   19. Incorporation of Prior Agreement; Amendments. The Lease, together with this   Second Amendment contains an of the agreements of the parties hereto with respect to any matter   covered or mentioned therein or herein, and no prior agreement or understanding pertaining to any   such matter shall be efTective for any purpose. No provision of the Lease as amended by this   Second Amendment may be amended or added to except by an agreement in writing signed by the   parties to the Lease or their respective successors in interest.   20. Authority. Each individual executing this Second Amendment on behalf ofTenant   represents and warrants to Landlord that he or she is duly authorized to so execute and deliver this   Second Amendment and that all corporate actions and consents required for execution of this   -15-   HOI 15908418.8 J32203-000154    





 







•   Second Amendment have been given, granted or obtained. If requested by Landlord, Tenant shall,   within ten (10) days after demand by Landlord, deliver to Landlord satisfactory evidence of the due   authorization of this Second Amendment and the authority of the person executing this Second   Amendment on its behalf.   2I. Ratification of Lease. The Lease, as herein amended, remains in fuil force and   effect and is hereby ratified and reaffirmed in all respects.   [THE REMAINDER OF TIllS PAGE INTENTIONALLY LEFT BLANK]   [SIGNATURES COMMENCE ON FOLLOWING PAGE]   -16-   BOI15908418.8IJ220J-000154    





 







WHEREFORE, the parties set their hands and seals as ofthe date first written above.   LANDLORD   NEW TOWER TRUST COMPANY MULTI   EMPLOYER PROPERTY TRUST, a trust   organized under 12 C.F.R. Section 9.18   By: Kennedy Associates Real Estate   Counsel, LP, Authorized Signatory   By: Kennedy Associates Real Estate   Counsel GP, LLC, its general partner   ~BylNar,n : -::--- 'lts::~   By:   Name:   Its:   TENANT   MCKESSON AUTOMATION INC., a   Pennsylvania corporation   tl~LD/tWJnD   vp a.d1d TYetMu.r~   List of Exhibits to Second Amendment   • Second Amendment Exhibit A - Drawing Showing Location of Second Amendment   Premises A and Second Amendment Premises B   • Secon<J.AmendmentExhibjtJ~ - Intentionally Omitted   • Second Amendment Exhibit C - Form of Guarantor's Consent   • Second Amendment Exhibit D - form of Lease Memorandum (Second Amendment   Expansion Commencement Date A)   • Second Amendment Exhibit E - Form of Lease Memorandum (Second Amendment   Expansion Commencement Date B)   -17-   B01 159084188/32203-000154    





 







List of Schedules to Second Amendment   • Second Amendment Schedule C-l Approved Schedule   • Second Amendment Schedule C-3 - Approved Schematic Drawings   • Second Amendment Schedule D - Base Building Improvements   -18-   801 159084188/32203-000154    





 







BOI 15908418.8.1 32203-()(x)154   -19-   Name.~A ._.. A i-brod...   NOTl;y"4fJtric in and ~fo~r-the   residing at   IN WITNESS WHEREOF, 1 have hereunto set my hand and affixed my official seal the   day and year first above written.   [NOTARIAL SEAL]   )   ) ss.   )   ~3 day of~ , 20081:L b~fore m~~~rsonally appeared   ="""'--""''-'''''-'"'c'.'-'=:+J-''---'''\---', to me Known to be a ~hlor YICP':tmSI.ckotDf Kennedy   Associates Real Estate nsel GP, LLC, as general partner of Kennedy Associates Real Estate   Counsel, LP, the limited partnership that executed the within and foregoing instrument as   authorized signatory of the NewTower Trust Company Multi-Employer Property Trust, and   acknowledged said instrument to be the free and voluntary act and deed of corporation as such   authgrized signatory, for the uses and purposes therein mentioned, and on oath stated that   _6=-=-re.,-=_,(he or she) was authorized to execute said instrument.   LANDLORD ACKNOWLEDGEMENT    





 







TENANT ACKNOWLEDGEMENT   I certify under PENALTY OF PERJURY under the laws of the State of California that   the foregoing paragraph is true and correct.   SS   -20-   State of California   My commission expires 4,A/b ~Q. 'lM/~   I   )   )   )   WITNESS my hand and official seal.   ~Jlt4rM~   Notary Public   ~ . . . . . . . . . . . .   STATE OF CALIFORNIA   [SEAL]   BO! J591)8418.8/32203-000154   COUNTY OF SAN FRANCISCO   On this ~ day of .lJttu~ , 2008, before me,   Avn,D.e4-D~9xv~, a Notary Public, St~te of California, duly commissioned and   swom, person;;ly appeared PicHIf-A$ 4. INA l!!(JvQ . who proved to me on the baSIS   of satisfactory evidence to be the personEsr whose name(o;} is/_ subscribed to the within   instrument and acknowledged to me that he/~~ executed the same in hisl*erltiteir   authorized capacity(~, and that by his4ler/lheir signatureEs1 on the instrument the personEsj,or   the entity upon behalf of which the person~ acted, executed the instrument.    





 







SECOND AMENDMENT EXHIBIT A   Drawing Showing Location of Second Amendment Premises A   and Second Amendment Premises B   (see next page)   -21-   DOl [5908418.8/32203-000]54    





 







HOI 15908418,8 j 32203-000154   -22-   ,1   g ~ B'i'::: •e"S ..   ""   ~   0   ,   ~   ~ !   i=l ~0 i'"   '"~ U'"0 I~ .., f   ~   ~   <   ~   ,   ~   z   a   8   ~   "   ,..   ~   z l)   w   " "   ,    





 







SOl 159084 J ~ 8/32203-000154   SECOND AMENDMENT EXHIBIT B   Intentionally Omitted   -23-    





 







SECOND AMENDMENT EXHffiIT C   FORM OF CONSENT OF GUARANTOR   WHEREAS, TC Northeast Metro, Inc. ("TC"), a Delaware corporation, and McKesson   Automation Inc., a Pennsylvania corporation ('Tenant") entered into that certain Lease dated   December 21, 2001 (the "Original Lease"), pursuant to which Tenant leased from TC   approximately sixty-one thousand eight hundred eighty-seven (61,887) rentable square feet   consisting of the entire third (3ni) and fourth (4 th) floors of a certain building (the "Building")   located at 500 Cranberry Woods Drive, Cranberry Township, Pennsylvania; and   WHEREAS, Tenant's obligations under the Lease have been guarantied by McKesson   Corporation (the "Guarantor"), a Delaware corporation, pursuant to a certain Guaranty of Lease   dated December 21, 200 I (the "Guaranty"); and   WHEREAS, TC subsequently assigned all of its right, title and interest under the Original   Lease and Guaranty to NewTower Trust Company Multi-Employer Property Trust, a trust   organized under 12 C.F.R. Section 9.18 and formerly known as the Multi-Employer Property   Trust ("Landlord") pursuant to a certain Assignment and Assumption Agreement dated   December 28, 2001 between TC and the Landlord; and   WHEREAS, Landlord and Tenant entered into a certain First Amendment to Lease dated   February 8, 2005 (the "First Amendment") pursuant to which the Original Lease was amended to   include the entire second (2od) floor of the Building, consisting of approximately twenty-nine   thousand nine hundred forty-six (29,946) rentable square feet (the "Expansion Premises") (the   Original Lease as amended by the First Amendment is hereinafter referred to as the "Lease");   and   WHEREAS, as of the date hereof, the Tenant currently leases an aggregate of   approximately ninety-one thousand eight hundred thirty-three (9J ,833) rentable square feet of the   Building; and   WHEREAS, concurrently with the execution of this Consent of Guarantor, Landlord and   Tenant have entered into a certain Second Amendment to the Lease of even date herewith (the   "Second Amendment") amending the Lease to provide for the leasing by Tenant of an additional   ten thousand nine hundred eight (10,908) rentable square teet located on the first (1st) floor of the   Building; and   WHEREAS, as a condition to Landlord entering into such Second Amendment,   Guarantor has agreed to the terms and provisions ofthe Second Amendment; and   WHEREAS, Guarantor warrants and acknowledges that because of its financial interest,   direct and indirect, in the Tenant and in the benefits and advantages which will result from the   Second Amendment, it will be significantly bcnc1ited by the Second Amendment.   -24-   DOl 1590S'418.8/32203-0001.54    





 







" .   NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of   which are hereby acknowledged, Guarantor agrees as follows:   1. Guarantor hereby ratifies, confirms and reaffirms, all and singular, the terms and   conditions ofthe Guaranty.   2. Guarantor acknowledges, confirms, and agrees that the Guaranty shall remain in   full force and effect with respect to the Lease, as amended by the Second Amendment.   3. Guarantor agrees to all of the terms and conditions of the Second Amendment and   to the terms and provisions ofthe Lease, as amended by the Second Amendment.   4. Guarantor acknowledges, confirms and agrees that it has no offsets, defenses,   claims or counterclaims against the Landlord with respect to Tenant's and/or Guarantor's   respective liabilities and obligations due and owing to Landlord, and that to the extent that   Guarantor has or has ever had any such offsets, defenses, claims or counterclaims, Guarantor   hereby specifically waives and releases any and all rights to same.   [TIlE REMAINDER OF TIllS PAGE INTENTIONALLY LEFT BLANK.]   -25-   80115908418.8/32203-000154    





 







" .   IN WITNESS WHEREOF, Guarantor has executed this Consent of Guarantor as of the   _ day of , 2008.   WITNESS:   McKesson Corporation   By: _   Print Name: _   Title: _   Address of McKesson Corporation:   One Post Street, 34th Floor   San Francisco, California 94104   Attention: McKesson Real Estate   -26-   ROl 159084J 8.8/3210J-OOOL)..1    





 







GUARANTOR ACKNOWLEDGEMENT   [SEAL]   WITNESS my hand and official seal.   SS   )   )   )   STATE OF CALIFORNIA   Notary Puhlic   State of California   My commission expires   I certiry under PENALTY OF PERJURY under the laws of the State of California that   the foregoing paragraph is true and correct.   COUNTY OF SAN FRANCISCO   On this day of , 2008, before me,   __________., a Notary Public, State of California, duly commissioned and   sworn, personally appeared who proved to me on the basis   of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within   instrument and acknowledged to me that he/she/they executed the same in hislher/their   authorized capacity(ies), and that by hislher/their signature(s) on the instrument the person(s),or   the entity upon behalf of which the person(s) acted, executed the instrument.   -27~   301 15908418.8/3:::203-000154    





 







SECOND AMENDMENT EXHIBIT D   FORM OF LEASE MEMORANDUM   (Second Amendment Expansion Commencement Date A)   NewTower Trust Company Multi-Employer Property Trust, a trust organized under 12   C.F.R. Section 9.18, as Landlord, and McKesson Automation Inc" as Tenant, are parties to that   certain Lease dated as ofDecember 21, 2001, as amended by a certain First Amendment to Lease   dated February 8, 2005 and a certain Second Amendment to Lease dated ,2008   (as amended, the "Lease").   The Lease contemplates that this document shall be delivered and executed as set forth in   Section 3(e) of the above-referenced Second Amendment to Lease. This Lease Memorandum   shall become part of the Lease. Capitalized terms used but not defined herein shall have the   meanings assigned thereto in the Lease.   Landlord and Tenant agree as follows:   I. Landlord and Tenant do hereby confirm that the Second Amendment Expansion   Commencement Date A is   ----'   2. Landlord and Tenant do hereby confirm that the amount of Base Rent payable on   account of Second Amendment Premises A shall be determined from the following tables:   Second Amendment Premises A   Aoolicable Partion of lease Term Rate Number of Annual Base Monthly Base   Beginning Ending Per/Rentable Rentable Square Rent Rent   Sq. Ft./ Annum Feet of Expansion Installment   Premises A IAnnual • 12)   December 31 ,2008 $21,50 6,121 $131,B01,50 $10,966,79   --   -.~~---~_._--   January 1, 2009 December 31,2011 $22,75 6,121 $139,252,75 $11,604,40   <THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.>   -28-   BOt 159084188/32203-000154    





 







Executed as of the _ day of , 200_.   LANDLORD   NEW TOWER TRUST COMPANY MULTI   EMPLOYER PROPERTY TRUST, a trust   organized under 12 C.F.R. Section 9.18   By: Kennedy Associates Real Estate   Counsel, LP, Authorized Signatory   By: Kennedy Associates Real Estate   Counsel GP, LLC, its general partner   By: _   Name: _   Its: _   TENANT   MCKESSON AUTOMATION INC., a   Pennsylvania corporation   By: _   Name: ~~   Its:------------~   -29-   B01 15908418.8/ 32203-u00154    





 







•   SECOND AMENDMENT EXHIBIT E   FORM OF LEASE MEMORANDUM   (Second Amendment Expansion Commencement Date B)   NewTower Trust Company Multi-Employer Property Trust, a trust organized under 12   C.F.R. Section 9.18, as Landlord, and McKesson Automation Inc., as Tenant, are parties to that   certain Lease dated as of December 21, 2001, as amended by a certain First Amendment to Lease   dated February 8, 2005 and a certain Second Amendment to Lease dated , 2008   (as amended, the "Lease").   The Lease contemplates that this document shall be delivered and executed as set forth in   Section 3(e) of the above-referenced Second Amendment to Lease. This Lease Memorandum   shall become part of the Lease. Capitalized terms used but not defined herein shall have the   meanings assigned thereto in the Lease.   Landlord and Tenant agree as follows:   I. Landlord and Tenant do hereby confirm that the Second Amendment Expansion   Commencement Date B is _   2. Landlord and Tenant do hereby confirm that the amount of Base Rent payable on   account of Expansion Premises B and the portion of the Lease term during which such Base Rent   is payable shall be determined from the following table:   Second Amendment Premises B   Aoolicable Portion of Lease Tarm Rate Number of Annual Base Monthly Base   Beginning Ending Per/Rentable Rentable Square Rent Rent   Sq. Ft.! Annum Feet of Expansion Installment   Premises 8 (Annual. 12\   $21.50 4,787 $102,920.50 $8.576.71   December 31,2008   January 1,2009 December 31, 2011 $22.75 4,787 $108.904.25 $9,075.35   <THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.>   -30-   SOl [59084 J 8 8/32203-000154    





 







Executed as of the _ day of , 200_   LANDLORD   NEW TOWER TRUST COMPANY MULTI   EMPLOYER PROPERTY TRUST, a trust   organized under 12 C.F.R. Section 9.18   By: Kennedy Associates Real Estate   Counsel, LP, Authorized Signatory   By: Kennedy Associates Real Estate   Counsel GP, LLC, its general partner   By: _   Name: _   Its: _   TENANT   MCKESSON AUTOMATION INC., a   Pennsylvania corporation   By: ~ _   Name: _   Its: _   -31-   DOl [59084[8.8/32203-000154    





 







"   BOI 159084188 / 32203~OOO154   Second Amendment Schedule C-I   Approved Schedule   (see attached)   -32-    





 







v   2   ;~n<,nl fh:'   ~':2 C;::ll!ilrw:(i;;rl   Preil'nlnatY Sd'ledule   4/281 "tc~~...",......   5i ord...r long I.-eftd CllJllllruclton I~ms _   (; C ProcutemantI'Corrlr,jlc.tlno   6/1$ OFRCEAREA   .cI211 ~ConstrLlCtion Doel.lmenfs   411 [lSpa(;{l Plermiflg   410( ~'.':"fE'" P"••'gn-<>«   4{1 t!lSlgn Devolopment   4121. a!il) Exo.cu.ttol'l   Ffi 811106   rfl t!!~i::;f1   Fri~,'';'';j8   Fr,..;{4/;i6   'n. __ n ~.r.__, ....:_M-,"L._"_..,.:L~~..__~LJul :~ _j&!e~m~_ iQ9t _ Nov   f'in,sn ~62'330 c-t3-~'Z7 4 '1116;W 1 ;S :i5;22)~9'}3,!fa;2:0:21a,'MY11:24'31.''t f14i2t2i:t5- ,12:19!:26'2 '9 !1S!23i   Fri6J13J084",. ' .. ';DEStaN'" .. - -" - .-   f~lo\,I7.~~!! .   frl :'iI1:if.:.8   Frlt3l~3Ie~ .   Frlll2~!::Je   Fr; 5nGJOe   Fri']J::;r,::s   Fri ~;!1~;:!J   MCKESSON EXPANSION   MOf) 4121JG'J   {};r;)ljtm S"'"   54daya TlIe4flm   4 J{j;'~ 1ue"'TOB   Cj,.W"" "!l~"~   ~'diI~", M~,.l14'''1Cr   ~;jay1i. t~I';,'2\,\Je   :2:;: My:;. Uc.,oolUar.,e   '!')[1~!J MOil 4i".&'C6   S ::lnyll ,;~,;"~::?~   -:' :lit,,:!. Men 5.'2(;'C9   :5daJ'~ M::n 5r;.t:t::e.   J.5dily!! M')I) 6116106   38 :1t}~" M¢fl'3"~f,'Cf.   ,t\±tI'S U::,~ 7i~'~C~   G;;n~'frlh;tir#' L)co;r,lDf1l~   L~J.i~·& E..\<LlIII;ft   S;::;J;:;<! I'I",wlin¥   Tenar.l ~.>,oc.fJ Ptm   l\igfHlfl   IJOOtgn l'c'.'.'~J~l'f':";Rl.   T""Hnl C0nt.lIU91'l   D~~~'J"5   'i;:d<Niltill'   DESIGN   o-::~ l~n:;llr-d1   CCf.tIIU;lic;, ile.r.~   i' r~·~nJUKl   ;:   !'!   iO''' Gl':.   P'!:l:Ll' IOf~,ell"C",'l~all;;   OfFIC f;. AR E.A   ,   in   "2   '3   ,   w   w,   ~   ~   o   00   ~   00   '";:;   N   oc,   b   o   o   ~   .,.... ""''1'<~(i1 callY' Fri f!!'tJS Ffi l.'!~.ce   TS\1;;..ntMal1;trjgl   Procurerll/OTll   .::; F!TNE'SS; GRA.'6 ,L\NP GO   .AREA   ~'B   Con;,;li'uC\ijj<'1   T",MUlt FFE   Mcv~fl1   96 days   &It'.tly~   €S n'ayil-   20ctili&   Od!>i~'   MOll 5119/OB   M!1(l9!3fQ8   M\mci ;(i':)>'!   MG:\"!:l#1iOO'   Fd 9t26l0e-   Fti .9..26.108'   Prl arsi6s'   Prj W"2.oo   Fd"BJ2ePJB   Fn9J2elOS~   5f'I9 .... f'11l\lESS;1 GRABANo   51'1 'i fit&rlal Procurement   '6./16 'J! lrQCtlon   91tl hTenant FFE   ...   .-r~~~~~~~~~~I~T":"""'~~~--;:1=====';'I~'":""~~~,,",,"""~-~.:;·.~.= E.d6lmBn~ "-I~H~s'a1lll!   ~~\;::t Lf;il,:;.e: Sd1emite S;.lIIl _ ....._ S!.:mmary 00 Ellt61'nal t.t1efM00£I •   Pi'CgiJii$$ F'rofad S(j1'\ffiary • • rNadlrle' .(}   r---~ P.age: i    





 







J   Second Amendment Schedule C-3   Approved Schematic Drawings   (see attached)   To be submitted to Landlord by Tenant pursuant to the Approved Design Schedule and attached   hereto upon approval by Landlord   34   BO1 15908418.8 i 32203-000 154    





 







•   Second Amendment Schednle D   BASE BUILDING IMPROVEMENTS   In addition to all Base Building Improvements as defined in Exhibit C to the Lease, Base   Building Improvements (which shall be constructed at Landlord's sole expense without any   credit against the TI Allowance or any obligation ofTenant to pay Excess TI Costs) shall include   the following:   • A Finished Ceiling. A "Finished Ceiling" shall consist of Building standard   HVAC system, 4'x 4' grid, Base Building sprinkler system, ceiling tiles,   crosstees, one (I) VAV box/fan powered box per 1200 square feet, Titus   Omni diffusers (l per 300 USF) and corresponding soft duct, and parabolic   light fixtures (I per 100 USF), all installed by the Landlord at its cost, in   accordance with Tenant's Construction Drawings, to the extent that the   quantities above are met.   • Electrical service to the electrical closet on each floor proposed for Tenant,   with circuit breakers in place.   • Base Building sprinkler system installed to meet code in accordance with the   Tenant's plan assuming 25% enclosed maximum, 75% open space minimum.   White semi-recessed sprinkler heads with escutcheons will be installed at   Landlord's expense within 6" radius of center of each 2' x 2' (Second Look)   tile pattern upon completion of the ceiling grid.   • All non-asbestos product insulation installed in exterior walls and underside of   slab per code.   • Floor slabs shall be flash patched to achieve a smooth surface and prepared   for carpet installation. All vertical penetrations shall be filled.   • Plumbing connections shall be "roughed in" and available for vent, and hot   and cold water at all wet columns.   • Fire systems shall be installed and operating per code. The system will   include, but not be limited to, an auto dialer in the building, required pull   stations on floor and HVAC smoke detectors.   • Finished elevator lobbies on the first (I ") floor, common and exit corridors on   the first (1 ") floor and restrooms on all floors. All areas shall be in compliance   with ADA standards. The Landlord is to deliver the 2nd floor elevator lobby   to Tenant in accordance with this section.   -35-   H()l 15908418.8! 32203-0001 S4    





 







•   ,', .,.. .   •   • All inspections and/or certifications required to complete the above items.   (Shell Occupancy Certificates from the Township and the PA Dept. of Labor   & Industry)   • Interior surfaces of the exterior walls shall be finished in drywall and ready   for paint.   • All interior columns on the floor proposed for Tenant shall be finished in   drywall and ready for paint.   • Exterior and interior steel "I" beam columns will be sheathed with gypsum   wallboard including taping, floating and sanding to a paint-ready surface.   • Approximately 5" wide extruded aluminum sill.   • All exterior windows shall receive 1" mini blinds and all interior atrium   windows shall use a frosted glass pattern.   • Armstrong 15116" Prelude exposed tee system. Ceiling will be completely   installed using %" minaboard Second Look II, angled tegular panel. Complete   ceiling will be installed assuming partition-high tenant walls throughout.   • 2' x 4' fluorescent 277-volt lay-in fixtures with T8 lamps, electronic ballasts   and 18 cell parabolic lens.   -36-   B01 15908418.8/32203-000154    





 









 







THIRD AMENDMENT TO LEASE   THIS THIRD AMENDMENT TO LEASE (this "Third Amendment") is made as   of the n" day of January, 2011, between Cranberry Cochran Road, L.P., a Delaware   limited partnership, Cranberry Noble Land, L.P., a Delaware' limited partnership,   Cranberry Hannar Land, L.P., a Delaware limited partnership, Cranberry Hempfield,   L.P., a Delaware limited partnership, Cranberry Kennedy Land, L.P., a Delaware limited   partnership, Cranberry McKnight Land, L.P., a Delaware limited partnership, Cranberry   Perrysville, L.P., a Delaware limited partnership, McKnight Cranberry, L.P., a Delaware   limited partnership, Cranberry South East, L.P., a Delaware limited partnership,   Cranberry West Liberty, L.P., a Delaware limited partnership, Cranberry Westmore   Land, L.P., a Delaware limited partnership, Cranberry Kittanning Land, L.P., a Delaware   limited partnership, Cranberry Rich Land, L.P., a Delaware limited partnership,   Cranberry Murrysville Land, L.P., a Delaware limited partnership, Cranberry Castle   Shannon, L.P., a Delaware limited partnership, Cranberry Beers School, L.P., a Delaware   limited partnership, together as tenants in common (collectively, "Landlord"), successor   in interest to NewTower Trust Company Multi-Employer Property Trust, a trust   organized under 12 C.F.R. Section 9.18, and McKesson Automation Inc., a Pennsylvania   corporation ("Tenant'').   WHEREAS, Landlord and Tenant are parties to that certain Lease dated   December 21, 2001 (the "Original Lease"), pursuant to which Tenant leased   approximately sixty-one thousand eight hundred e~~ht-seven(61,887) rentable square feet   consisting of the entire third (3rd) and fourth (4 ) floors (the "Initial Premises") of a   certain building ("Building") located at 500 Cranberry Woods Drive, Cranberry   Township, Pennsylvania;   WHEREAS, Landlord and Tenant are parties to a certain First Amendment to   Lease dated February 8, 2005 (the "First Amendment") pursuant to which Tenant leased   the entire second (2nd) floor of the Building, consisting of approximately twenty-nine   thousand nine hundred forty-six (29,946) rentable square feet (the "Expansion Premises")   resulting in an aggregate of approximately ninety-one thousand eight hundred thirty-three   (91,833) rentable square feet of the Building under lease to Tenant;   WHEREAS, Landlord and Tenant are parties to a certain Second Amendment to   Lease dated April 21, 2008 (the "Second Amendment") pursuant to which Tenant leased   an additional ten thousand nine hundred eight (10,908) rentable square feet located on the   first (1st) floor of the Building ("Second Amendment Premises") resulting in an aggregate   of approximately one hundred two thousand seven hundred forty-one (102,741) rentable   square feet of the Building under lease to Tenant;   WHEREAS, the Initial Premises, the Expansion Premises and the Second   Amendment Premises are collectively referred to herein as the "Premises";   WHEREAS, the Original Lease, the First Amendment and the Second   Amendment are collectively referred to herein as the "Lease";    





 







WHEREAS, the Term ofthe Lease is scheduled to expire on December 31,2011;   WHEREAS, Tenant's obligations under the Lease have been guaranteed by   McKesson Corporation, a Delaware corporation ("Guarantor"), pursuant to a certain   Guaranty of Lease dated December 21, 2001, subsequently ratified and confirmed (the   "Guaranty"); and   WHEREAS, Landlord and Tenant desire to amend the Lease to extend the Lease   Term and to revise certain other provisions in accordance with the terms and conditions   of this Third Amendment.   NOW THEREFORE, in consideration for the mutual covenants and agreements   contained herein, and for other good and valuable consideration, the receipt and adequacy   of which is hereby acknowledged, Landlord and Tenant, intending to be legally bound   hereby, agree as follows:   1. The foregoing recitals are incorporated herein by reference and made a part of this   Third Amendment as though fully set forth herein. All capitalized terms used but   not otherwise defined in this Third Amendment shall have the meaning ascribed   to them in the Lease.   2. The Lease (Section 1.3 of the Original Lease, as amended by Paragraph 3 of the   Second Amendment) is hereby amended by inserting the following in addition to   all other provisions:   "Notwithstanding anything to the contrary contained in this Lease, the   Lease Term shall be extended for a period of 5 years beginning on January   1, 2012 and ending on December 31,2016 ("Extended Term") so that the   Lease Term shall expire on December 31, 2016 ("Expiration Date")."   3. The Lease (including Exhibit C to the Original Lease, as amended, and all   provisions of the Lease relating to the improvement of the Premises, the   construction or installation at the Premises of any Improvements by Landlord or   Tenant, or the payment by Landlord to Tenant of any allowance or sum of money   for or relating to the improvement of the Premises) is hereby amended by   inserting the following in addition to all other provisions:   ''Tenant is currently in possession of the Premises, is familiar with the   condition of the Premises and accepts the Premises in "as-is" condition   except that, prior to January 1, 2012, and, subject to Tenant's timely   approval of plans and specifications, Landlord, at Tenant's sole cost and   expense over and above Tenant's Improvement Allowance set forth   hereinafter, shall perform all necessary work to reconfigure, paint, carpet   and install typical office suite improvements at the Premises as   2    





 







reasonably directed by Tenant for the conduct of Tenant's business   (''Tenant's Work").   Tenant's Work shall be performed in accordance with plans and   specifications to be prepared and approved by Landlord and Tenant prior   to Landlord commencing Tenant's Work. Landlord's approval of the   plans and specifications shall not be unreasonably withheld or delayed   and shall not be deemed to be a representation or warranty with regard to   the sufficiency or compliance of the plans and specifications or the   Tenant's Work. Landlord shall have the right to select its space planner,   architect and contractor for the planning and construction of Tenant's   Work.   As a contribution to the performance of Tenant's Work, Landlord shall   contribute, as "Tenant's Improvement Allowance", the amount of   $513,705.00 ($5.00 per square foot of rentable area of the Premises).   Tenant's Improvement Allowance shall be used, to the extent sufficient,   to pay the costs associated with Tenant's Work at the Premises, which   shall include, but not be limited to, (i) all hard costs to complete Tenant's   Work (such as labor and materials, general conditions, rubbish removal,   utilities, building permits, inspections fees, insurance and the like), (ii) all   soft costs to complete Tenant's Work (such as architectural and   engineering fees, and the cost of plans and specifications), (iii) any sales   tax levied on the Tenant's Work, and (iv) Landlord's fee for supervision   of Tenant's Work in the amount of four percent (4%) of the cost of   Tenant's Work (items (i) - (iv) above are collectively referred to as the   "Cost of Tenant's Work"). In the event the final actual Cost of Tenant's   Work exceeds the Tenant's Improvement Allowance, Tenant shall pay   reimburse such excess to Landlord in one lump sum within thirty (30)   days after receipt of a reasonably detailed invoice from Landlord   following completion of Tenant's Work. In the event that the actual cost   of Tenant's Work is less than Tenant's Improvement Allowance,   Landlord shall, upon written request from Tenant received by Landlord   after January 1, 2012, but no later than June 30, 2012, apply an amount   equal to the difference between the Tenant's Improvement Allowance   and the actual Cost of Tenant's Work to the next ensuing installments of   Base Rent owing under this Lease."   4. The Lease (Section 1.5.1 of the Original Lease as amended by Paragraph 5 of the   Second Amendment) shall be amended by inserting in addition thereto the   following:   "Notwithstanding anything to the contrary contained in this Lease, during   the Extended Term, Tenant shall pay to Landlord Base Rent for the   Premises in monthly installments on the first day of each calendar month,   in advance, without offset or deduction of any kind, as follows:   3    





 







i.) $207,622.44 per month ($24.25 per square foot of rentable area per   year contained in the Existing Premises) during the period of the   Extended Term beginning on January 1, 2012 and ending on   December 31,2013; and   ii.) $211,903.31 per month ($24.75 per square foot of rentable area per   year contained in the Premises) during the period of the Extended   Term beginning on January 1,2014 and ending on December 31,   2014; and   iii.) $216,184.19 per month ($25.25 per square foot of rentable area per   year contained in the Premises) during the period of the Extended   Term beginning on January 1, 2015 and ending on December 31,   2016."   5. The Lease (Section 1.2 of the Original Lease as amended by Paragraph 4 of the   Second Amendment) shall be amended by inserting in addition thereto the   fo11owing:   "Notwithstanding anything to the contrary contained in this Lease,   Landlord and Tenant acknowledge and agree that Tenant's Share during   the Extended Term shall be 86.02% (102,741 / 119,444), as may be   adjusted from time to time in accordance with Section 1.2 of the Original   Lease."   6. The Lease (Section 9.2 of the Original Lease as amended by Paragraph 6 of the   Second Amendment) shall be amended by inserting in addition thereto the   following:   ''Notwithstanding anything to the contrary contained in this Lease,   commencing on January 1,2012, the Operating Costs Base Year shall be   Calendar Year 2012."   7. Section 9.5 (I) of the Original Lease is hereby deleted in its entirety, and in lieu   thereof is inserted the following:   "(1) any capital expenditures incurred with the intent of bringing about a   reduction in Costs of Electricity or Operating Costs, or increasing the   efficiency of any Building System, provided, however, that the annual   amount of such capital expenditure includable in Operating Costs shall not   exceed the lesser of (i) the annual amount of the decrease in Operating   Costs attributable to such capital expenditure or (ii) the annual amount   resulting from the amortization of such capital expenditure over its useful   life in equal installments, provided that any unamortized amount of such   capital expenditure may be carried forward to subsequent Calendar   Years."   4    





 







8. The Lease (Section 10.2 of the Original Lease as amended by Paragraph 6 of the   Second Amendment) shall be amended by inserting in addition thereto the   following:   "Notwithstanding anything to the contrary contained in this Lease,   commencing on January 1,2012, the Real Estate Tax Base Year shall be   Calendar Year 2012."   9. Section 21.4.1 of the Original Lease shall be amended by deleting the language   "and to Section 21.3.5, above," from the second line of the first sentence of   Section 21.4.1 and inserting in lieu thereof the language ", and without Landlord's   prior written consent," reflecting the intent of Landlord and Tenant that Tenant   may assign the Lease or sublet the Premises in accordance with Section 21.4.1   without obtaining Landlord's prior written consent.   10. The Lease (Section 26.2 of the Original Lease as amended by Paragraph 12 of the   Second Amendment) shall be amended by inserting in addition thereto the   following:   "Without in any way limiting Tenant's obligations with respect to any portion of   the Premises as in effect prior to this Third Amendment, Tenant acknowledges,   confmns and agrees that, pursuant to Section 26.2 of the Original Lease (as   amended by Paragraph 12 of the Second Amendment), upon the expiration or   earlier termination of the Lease, Tenant shall be obligated to remove any   leasehold improvements that were constructed as part of Tenant's Work (as   defined in Paragraph 3 of the Third Amendment) and restore the Premises to its   pre-existing condition if (a) such leasehold improvements (or a portion thereof)   constituting Tenant's Work are not standard Class A office improvements, and (b)   Landlord notifies Tenant, at the time of its approval of the construction drawings   pursuant to Exhibit C, or any applicable change order, that Tenant would be   required to remove such improvements constituting Tenant's Work (or a portion   thereof) upon surrender of the Premises."   11. Section 34.5 of the Original Lease is hereby deleted in its entirety, and in lieu   thereof is inserted the following:   "34.5 Judgment and/or Offset of Rent for Amounts Due and Owing. If   Landlord, within thirty (30) days after the receipt from Tenant of its   written demand therefor, fails to reimburse Tenant for the reasonable costs   and expenses of Tenant's exercise of its self help rights hereunder, Tenant   may (a) seek the entry of a judgment against Landlord for the amount   thereof, plus interest at the Default Rate and Tenant's reasonable costs of   collection (including reasonable attorney's fees) and/or (b) offset against   the next payments of Base Rent and additional rent payable by Tenant   hereunder the amounts reasonably expended by Tenant in curing   5    





 







Landlord's default, including, without limitation, all costs and reasonable   attorneys' fees, together with interest thereon at the lesser of six and one-   half percent (6.5%) per annum or the maximum rate permitted by   applicable laws from the date of each expenditure until paid.   Notwithstanding the foregoing Tenant's right to offset against payments of   Base Rent and additional rent payable by Tenant hereunder shall be   limited to amounts reasonably expended by Tenant in performing   maintenance and repairs which were not caused by the negligence ot the -+   willfully malicious act of Tenant or Tenant's Agents."   12. Article 50 of the Lease, as amended by Paragraph 11 of the First Amendment and   Paragraph 10 of the Second Amendment, shall be deleted in its entirety and in lieu   thereof shall be inserted the following:   "50. RENEWAL OPTION   A.) Renewal Option. Tenant is hereby granted one (1) option ("Renewal   Option") to renew this Lease for a period of five (5) years ("Renewal   Term"). Tenant may exercise the Renewal Option upon written notice   ("Renewal Notice") given to Landlord no earlier than 365 days and no   later than 270 days before the expiration of the Extended Term ("Notice   Period"). If Tenant fails to give Landlord the Renewal Notice within the   Notice Period, then Tenant shall be deemed to have elected not to exercise   the Renewal Option and this Renewal Option shall be deemed to null and   void; time being of the essence in with regard to delivery of the Renewal   Notice.   B.) Renewal Term. If the Renewal Notice is timely given, the Renewal   Term will be on the same terms and conditions as those contained in the   Lease except as follows:   i. There shall be no further rights to renew after the exercise of the   Renewal Option granted herein;   ii. Any Tenant Improvement Allowances, TI Allowance, rental   concessions, Landlord's Work or other such allowance improvements   provided by Landlord to Tenant in the Lease shall not be applicable in the   Renewal Term;   iii. The Base Rent for the Renewal Term shall be 100% of the Fair Market   Rental Value as determined by agreement between Landlord and Tenant   or, if Landlord and Tenant are unable to agree, as set forth in sub-   paragraph C immediately below. For purposes of this Article 50 the Fair   Market Rental Value of the Premises shall be the amount that a willing,   comparable, new (i.e., non-renewal), non-equity tenant would pay, and   that a willing landlord of a comparable space, both in terms of size and   age of the Premises and within a five (5) mile radius of Cranberry Woods   6    





 







Office Park, would accept at arms' length. The Fair Market Rental Value   for the Renewal Term may be less than the Base Rent paid by Tenant for   the last year of the Extended Term. Appropriate consideration shall be   given to (a) the annual rental rate per rentable square foot; (b) the   definition of rentable square feet for purposes of comparing the rate; (c)   location, quality and age of the Building; (d) the financial condition (e.g.,   creditworthiness) of Tenant; (e) escalation (including type, base year and   stop) and abatement provisions reflecting free rent and lor no rent during   the period of construction; (f) brokerage commissions, if any, (g) length of   the lease term; (h) size and location (including floor level) of the Premises;   (i) building standard work letter and/or tenant improvement allowance, if   any; provided, however, the Fair Market Rental Value shall not include   any tenant improvements or any alterations made by Tenant; (j) condition   of space; (k) lease takeover/assumptions; (1) moving expenses and other   concessions; (m) extent of services to be provided; (n) distinctions   between "gross" and "net" leases; (0) base year figures or expense stops   for escalation purposes for both operating costs and ad valorem/real estate   taxes; (P) the time the particular rental rate under consideration becomes   or is to become effective; (q) applicable caps, if any, on the amount of real   estate taxes and assessments passed through to tenants; and (r) other   generally applicable conditions of tenancy for the space in question.   Tenant shall obtain the same rent and other benefits that Landlord would   otherwise give to any comparable prospective tenant.   iv. Base Year. Notwithstanding anything to the contrary contained in the   Lease, commencing on January 1, 2017, the Operating Costs Base Year   and Real Estate Tax Base Year for the Renewal Term shall be Calendar   Year 2017.   C.) AcceptancelRejection. If Landlord and Tenant are not able to agree   on the Base Rent for the Renewal Term by a date which is two-hundred   forty (240) days prior to the commencement date of the Renewal Term,   then within thirty (30) days thereafter ("Appointment Period") each party   shall appoint a real estate appraiser with at least ten (10) years full time   commercial appraisal experience in valuing leasehold commercial office   space in the vicinity of the Premises to determine the Base Rent based on   the then Fair Market Rental Value for the Renewal Term. If either party   fails to appoint a real estate appraiser within the Appointment Period the   Base Rent of the duly appointed appraiser shall control. The two (2)   appraisers appointed by the parties shall meet to set the then Base Rent for   the Renewal Term. If they are unable to agree within twenty (20) days   after expiration of the Appointment Period, they shall select a third   appraiser, who shall be a person who meets the qualifications set forth in   this paragraph and who has not previously acted in any capacity for either   party. If the two appraisers are unable to agree upon a third appraiser,   either of the parties may apply to the then presiding judge of the Common   7    





 







Pleas Court of Butler County, Pennsylvania for the selection of the third   (3rd) appraiser, who shall be a person who meets the qualifications set   forth above. Landlord and Tenant shall each bear one-half (112) of the   cost of appointing the third appraiser and of paying the third appraiser's   fee. As soon as possible following selection or appointment of the third   appraiser, the appraisers shall set the Base Rent for the Premises for the   Renewal Term. If a majority of the appraisers is unable to set the Base   Rent within twenty (20) days after appointment of the third appraiser, the   three (3) appraisals shall be added together and their total divided by three   (3); the resulting quotient shall be the Base Rent rate for the Premises for   the Renewal Term. If the low appraisal is more than ten percent (10%)   lower than the middle appraisal, the low appraisal shall be disregarded; if   the high appraisal is more than ten percent (10%) higher than the middle   appraisal, the high appraisal shall be disregarded. If only one appraisal is   disregarded, the remaining two (2) appraisals shall be added together and   their total divided by two (2), and the resulting quotient shall be the Base   Rent rate for the Premises for the Renewal Term. If two of the appraisals   shall be disregarded, the middle appraisal shall determine the Base Rent   rate in the Renewal Term. Base Rent for the Renewal Term as so   determined shall be effective as of the commencement date of the   Renewal Term and shall be adjusted retroactively if determined after the   commencement date ofthe Renewal Term.   D.) Restrictions/Conditions. Tenant's Renewal Option shall be personal   to McKesson Automation Inc. and shall terminate if (i) a Default shall   exist at the time of exercise of the Renewal Option or the commencement   date of the Renewal Term, or an event has occurred which with notice and   the lapse of time shall be a Default if not cured at the time of exercise of   the Renewal Option or the commencement date of the Renewal Term, (ii)   the Lease or Tenant's right to possession of the Premises has been   terminated, (iii) Tenant transfers any of its interest in this Lease or any   portion of the Premises to any person or entity except a person or entity   not requiring Landlord's consent as provided in Paragraph 9 of this Third   Amendment.   13. Article 52 of the Lease, as amended by Paragraph 12 of the First, shall be deleted   in its entirety and in lieu thereof shall be inserted the following:   "52. EXPANSION   52.1 Non-Exclusive Expansion Option   (a) During the Extended Term and the Renewal Term Tenant shall have   the non-exclusive right ("Expansion Option"), but not the obligation, to   add to the Premises any available office space in the Building that is then   vacant and is not subject to a lease, letter of intent, term sheet or other   8    





 







such agreement for use or occupancy by a third party ("Available   Expansion Space"). Tenant acknowledges and agrees that this Expansion   Option is not exclusive to Tenant and, unless and until Tenant exercise   this Expansion Option, Landlord shall have the unencumbered right   (subject only to Tenant's Right of First Refusal set forth in Section 52.2   below) to lease the Available Expansion Space to any person or entity on   such terms as Landlord determines in its sole discretion.   (b) Tenant may exercise the Expansion Option at any time during the   Extended Term by written notice identifying the portion of the Available   Expansion Space that Tenant desires to add to the Premises ("Office   Expansion Space"). The configuration of the Office Expansion Space shall   be subject to Landlord's reasonable approval based on the proportion of   windows to rentable area, ingress, egress, access to common and core   areas of the Building and the like with regard to both the Office Expansion   Space and the remaining Available Expansion Space. Any Office   Expansion Space with respect to which Tenant exercises its rights will be   delivered by Landlord to Tenant in its "as-is" condition along with   payment by Landlord to Tenant of an Office Expansion Allowance equal   to the amount of $5.00 per square foot of rentable area of the Office   Expansion Space desired by Tenant times a fraction, the numerator of   which is the number of days remaining in the five (5) year Extended Term   or the Renewal Term (if the Renewal Option has been duly exercised)   after the applicable Office Expansion Space is added to the Premises and   the denominator of which is the 1,825. Any Office Expansion Space will   become part of the Premises on the date on which Landlord delivers such   Office Expansion Space to Tenant in the condition required herein and the   Premises will then be deemed to include any such Office Expansion   Space. All of the provisions of this Lease will apply to any Office   Expansion Space added to the Premises, provided, however, Landlord will   not be obligated to grant any concessions or allowances with respect to   any Office Expansion Space except as set forth in this Section 52.1.   (c) The Base Rent rate for any Office Expansion Space will be the Base   Rent rate in effect on the date on which the applicable Office Expansion   Space becomes part of the Premises, subject to subsequent increases, if   any, as provided in this Third Amendment. The Base Rent will be   increased as of the day on which the Office Expansion Space becomes part   of the Premises by an amount equal to the product of (i) the number of   rentable square feet of the applicable Office Expansion Space multiplied   by (ii) the Base Rent per rentable square foot of the Premises in effect on   the day on which the Office Expansion Space becomes part of the   Premises. Tenant's Share will be increased as of the day on which any   Office Expansion Space becomes part of the Premises to a fraction whose   numerator is the sum of the rentable square feet of the Premises and the   new Office Expansion Space, and whose denominator is the rentable   9    





 







square feet of the Building. The Base Rent and Tenant's Share will be   increased in a similar manner whenever Office Expansion Space is added   to the Premises.   (d) Tenant's rights granted in this Paragraph are personal to McKesson   Automation, Inc. and shall terminate if (i) a Default shall exist at the time   of exercise of the Expansion Option, or an event has occurred which with   notice and the lapse of time shall be a Default if not cured at the time of   exercise of the Expansion Option, (ii) the Lease or Tenant's right to   possession of the Premises has been terminated, (iii) Tenant transfers any   of its interest in this Lease or any portion of the Premises to any person or   entity except a person or entity not requiring Landlord's consent as   provided in Paragraph 9 of this Third Amendment, or (iv) less than two   full years remain in the Lease Term (unless during the Extended Term   Tenant exercises the Renewal Option.   52.2 Right of First Refusal   (a) Refusal Space/Offer. Reference is made to any available office space   in the Building that is then vacant and is not subject to a lease, letter of   intent, term sheet or other such agreement for use or occupancy by a third   party ("Available Refusal Space"). If during the Extended Term or the   Renewal Term, Landlord receives a bona fide offer from a third party   ("Third Party Offer") to lease all or any portion of the Available Refusal   Space ("Refusal Space") and Landlord is willing to accept the terms of   such Third Party Offer, Landlord shall first offer ("Offer Notice") to lease   to Tenant the Refusal Space on the same terms and conditions as the Third   Party Offer; such Offer Notice shall be in writing, specify the rent to be   paid for the Refusal Space, contain the other basic terms and conditions of   the Third Party Offer and the date on which the Refusal Space shall be   included in the Premises. Tenant shall notify Landlord in writing whether   Tenant elects to lease all of the Refusal Space on the same terms and   conditions as the Third Party Offer set forth in the Offer Notice within   fifteen (15) business days after Landlord delivers to Tenant the Offer   Notice, time being of the essence.   (b) Acceptance. If Tenant timely elects to lease the Refusal Space within   such fifteen (15) business day period, then Landlord and Tenant shall   execute an amendment to the Lease, effective as of the date the Refusal   Space is to be included in the Premises, on the same terms as the Lease   except (i) the Base Rent rate for the Refusal Space shall be the amount   specified in the Offer Notice, (ii) the lease term for the Refusal Space shall   be that specified in the Offer Notice and, if the lease term in the Offer   Notice extends beyond the expiration of the Term of this Lease, Tenant   shall be permitted to extend the Term of this Lease to be coterminous with   the lease term for the Refusal Space, (iii) the Refusal Space shall be   10    





 







delivered to Tenant and Tenant shall take same in "as-is" condition, and   Landlord shall not be required to construct any tenant improvements in the   Refusal Space or provide to Tenant any allowances other than those   contained in the Offer Notice, if any, and (iv) any other terms set forth in   the Lease which are inconsistent with the terms of the Offer Notice shall   be modified accordingly with respect to the Refusal Space.   Notwithstanding the foregoing, if the Offer Notice includes space in   excess of that desired by Tenant, Tenant must exercise its right hereunder,   if at all, as to all of the space contained in the Offer Notice. If the Offer   Notice is for less than all the Available Refusal Space, then the Right of   First Refusal shall continue for the remainder of any Available Refusal   Space.   (c) Rejection. If Tenant fails or is unable to timely exercise its right   hereunder, then such right shall lapse, time being of the essence with   respect to the exercise thereof, and Landlord may lease the portion of the   Refusal Space described in the Offer Notice to the third party on the terms   contained in the Offer Notice or such terms as Landlord may elect.   (d) On-Going Right. If an Offer Notice that was rejected is for less than   all of the Refusal Space, then Landlord shall only be obligated to offer   such remaining portion of the Refusal Space to Tenant if a Third Party   Offer is subsequently received for such remaining portion.   (e) Exclusion. For purposes hereof, if an Offer Notice is delivered for less   than all of the Available Refusal Space, but such notice provides for an   expansion, right of first refusal, or other preferential right to lease some of   the remaining portion of the Available Refusal Space, then such remaining   portion of the Available Refusal Space shall thereafter be excluded from   the grant of the Right of First Refusal contained herein.   (f) Restrictions. This Right of First Refusal is personal to McKesson   Automation Inc. and shall terminate if (i) a Default shall exist at the time   of Tenants' election to lease the Refusal Space, or an event has occurred   which with notice and the lapse of time shall be a Default if not cured at   the time of Tenant's election to lease the Refusal Space, (ii) the Lease or   Tenant's right to possession of the Premises has been terminated, (iii)   Tenant transfers any of its interest in this Lease or any portion of the   Premises to any person or entity except a person or entity not requiring   Landlord's consent as provided in Paragraph 9 of this Third Amendment,   or (iv) less than two full years remain in the Lease Term (unless during the   Extended Term Tenant exercises the Renewal Option."   14. The second sentence of Article 28 of the Original Lease is hereby deleted in its   entirety, and in lieu thereof is inserted the following:   11    





 







"During any such holdover tenancy, unless Landlord has otherwise agreed   in writing, Tenant agrees to pay to Landlord an occupancy charge equal to   (A) 125% of the stated monthly Base Rent for the last full month of the   Extended Term or Renewal Term (as applicable) then ending, calculated   on a per diem basis, for each day of the first (1st) month of such holdover,   (B) 150% of the stated monthly Base Rent for the last full month of the   Extended Term or Renewal Term (as applicable) then ending, calculated   on a per diem basis, for each day after the first month of such holdover,   and (C) one hundred percent (100%) of the additional rent which would   have been payable by Tenant for the period of such holdover, calculated   on a per diem basis using the additional rent which had otherwise been   payable by Tenant for the last full month of the Extended Term or the   Renewal Term (as applicable) then ending."   15. As a condition precedent to execution of this Third Amendment by Tenant   Landlord, at its sole cost and expense, shall cause any existing mortgagee or trust   deed beneficiary holding a lien encumbering the Building to enter into the   subordination, non-disturbance and attornment agreement in the form attached   hereto as Exhibit B.   16. The Lease (Paragraph 7 of the Second Amendment and the provisions of the   Lease amended thereby relating to Landlord's address) is hereby amended by   inserting the following in addition to all other provisions:   "Notwithstanding anything to the contrary contained in this Lease, the   Notice address for Landlord and the address for payment of Rent shall be   as follows, until written notice of a change in address is issued to Tenant:   Notices: McKnight Cranberry, LP   310-330 Grant Street, Suite 2400   Pittsburgh, PA 15219   Attn: McKnight Property Management   With a copy to:   McKnight Cranberry, LP   310-330 Grant Street, Suite 2500   Pittsburgh, PA 15219   Attn: McKnight Realty Partners, Legal Counsel   Payment of Rent:   Payable to:   McKnight Cranberry, LP   Mailed to:   First Commonwealth Bank   12    





 







Attn: Lockbox Department   Lockbox Account Number 7110282131   Philadelphia and Sixth Streets   P.O. Box 374   Indiana, PA 15701"   17. The Lease shall be amended by inserting the following in addition to all other   provisions:   "ANTI TERRORISM PROVISION:   (a) Landlord and Tenant certify, each to the other, that to their   knowledge:   (i) It is not in violation of any Anti-Terrorism Law;   (ii) It is not, as of the date hereof:   (1) conducting any business or engaging in any transaction or dealing   with any Prohibited Person, including the making or receiving of any   contribution of funds, goods or services to or for the benefit of any   Prohibited Person;   (2) dealing in, or otherwise engaging in any transaction relating to, any   property or interests in property blocked pursuant to Executive Order No.   13224; or   (iii) engaging in or conspiring to engage in any transaction that evades   or avoids, or has the purpose of evading or avoiding, or attempts to violate   any of the prohibitions set forth in, any Anti-Terrorism Law; and   (iv) It, nor any of its officers, directors, shareholders or members, as   applicable, is a Prohibited Person; provided, however this paragraph shall   not apply to any person to the extent that such person's interest in the   Tenant is through a U.S. Publicly-Traded Entity. As used in this Third   Amendment, U.S. Publicly-Traded Entity means a person, other than an   individual, whose securities are listed on a national securities exchange, or   quoted on an automated quotation system, in the United States, or a   wholly-owned subsidiary of such a person ("U.S. Publicly-Traded   Entity").   (b) Tenant hereby agrees to defend, indemnify, and hold harmless   Landlord from and against any and all claims, damages, losses, liabilities   and expenses (including reasonable attorneys' fees and costs) arising from   or related to any breach of the foregoing certification; and Landlord   hereby agrees to defend, indemnify, and hold harmless Tenant from and   13    





 







against any and all claims, damages, losses, liabilities and expenses   (inc1uding attorneys' fees and costs) arising from or related to any breach   of the foregoing certification.   (c) If at any time any of these representations becomes false, then it   shall be considered a material default under this Lease.   As used herein, "Anti-Terrorism Law" is defined as any law relating to   terrorism, anti-terrorism, money-laundering or anti-money laundering   activities, including without limitation the United States Bank Secrecy   Act, the United States Money Laundering Control Act of 1986, Executive   Order No. 13224, and Title 3 of the USA Patriot Act, and any regulations   promulgated under any of them. As used herein "Executive Order No.   13224" is defined as Executive Order No. 13224 on Terrorist Financing   effective September 24, 2001, and relating to "Blocking Property and   Prohibiting Transactions With Persons Who Commit, Threaten to   Commit, or Support Terrorism", as may be amended from time to time.   "Prohibited Person" is defined as (i) a person or entity that is listed in the   Annex to Executive Order No. 13224, or a person or entity owned or   controlled by an entity that is listed in the Annex to Executive Order No.   13224; (ii) a person or entity with whom Landlord is prohibited from   dealing or otherwise engaging in any transaction by any Anti-Terrorism   Law; or (iii) a person or entity that is named as a "specially designated   national and blocked person" on the most current list published by the   U.S. Treasury Department Office of Foreign Assets Control at its official   website, http://www.treas.gov/ofaclt11sdn.pdf or at any replacement   website or other official publication of such list. "USA Patriot Act" is   defined as the "Uniting and Strengthening America by Providing   Appropriate Tools Required to Intercept and Obstruct Terrorism Act of   2001" (public Law 107-56), as maybe amended from time to time."   18. Tenant was represented in the transaction evidenced by this Third Amendment by   CB Richard Ellis, Inc. ("CB Richard Ellis"), a licensed real estate broker.   Landlord also was represented in the transaction evidenced by this Third   Amendment by CB Richard Ellis. Landlord shall be solely responsible for paying   any commission or fee owed to CB Richard Ellis as Landlord's broker in   connection with this Third Amendment, and CB Richard Ellis as Landlord's   broker shall be responsible for any commission or fee payable to CB Richard Ellis   in its capacity as Tenant's broker. Each party to this Third Amendment shall   indemnify, defend and hold harmless the other party from and against any and all   claims asserted against such other party by any other real estate broker (excluding   CB Richard Ellis), finder or intermediary relating to any act of the indemnifying   party in connection with this Third Amendment.   19. Subject to the limitation on personal liability set forth in Section 34.1 of the   Original Lease, Paragraph 16 of the First Amendment and Paragraph 15 of the   14    





 







Second Amendment, the liability of the entities constituting Landlord hereunder   shall be joint and several.   20. All other terms, conditions, covenants, agreements and provisions contained in   the Lease that are not revised by or in conflict with the terms of this Third   Amendment shall remain in full force and effect and are hereby ratified and   confirmed by Landlord and Tenant to the extent consistent with this Third   Amendment.   21. The submission of this Third Amendment to Tenant or its broker or other agent   does not constitute an offer. This Third Amendment shall have no force or effect   until: (a) it is executed and delivered by Tenant to Landlord; and (b) it is executed   and delivered by Landlord to Tenant.   22. Contemporaneously with the execution of this Third Amendment, Tenant shall   deliver to Landlord a CONSENT OF GUARANTOR executed by McKesson   Corporation the form set forth on Exhibit A attached hereto and made a part   hereof.   IN WITNESS WHEREOF, Landlord and Tenant have caused this Third Amendment to   be executed as of the date first written above.   LANDLORD:   Cranberry Cochran Road, L.P., a   Delaware limited partnership   By: Cranberry Cochran Road GP, LLC, its   General Partner, a Delaware limited   liability company   BY:~-   Name: William C. Rudolph, member   15    





 







Cranberry Noble Land, L.P., a Delaware   limited partnership   By: Cranberry Noble Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Noble Land Associates, its sole   member   By: ---= _   Name: William C. Rudolph   Title: General Partner   Cranberry Harmar Land, L.P., a   Delaware limited partnership   By: CranberryHarmar Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Harmar Land Co., its sole   member   By: _   Name:_ William C. Rudolph   Title: General Partner   Cranberry Hempfield, L.P., a Delaware   limited partnership   By: Cranberry Hempfield GP, LLC, its   General Partner, a Delaware limited   liability company   By: Hempfield Associates, its sole   membe   By: _   Name: William C. Rudolph   Title: General Partner   16    





 







Cranberry Kennedy Land, L.P., a   Delaware limited partnership   By: Cranberry Kennedy Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Kennedy Land Associates, its solemem::~   Name: William C. udolph   Title: General Partner   Cranberry McKnight Land, L.P., a   Delaware limited partnership   By: Cranberry McKnight Land GP, LLC,   its General Partner, a Delaware limited   liability company   By: McKnight Land Associates,   its so e   By: ~ _   Name: William C. Rudolph   Title: General Partner   Cranberry Perrysville, L.P., a Delaware   limited partnership   By: Cranberry Perrysville GP, LLC, its   General Partner, a Delaware limited   liability company   By: Perrysville Land Associates, its   sole mem r   By: __ ~~ _   Name: William C. Rudolph   Title: General Partner   17    





 







McKnight Cranberry, L.P., a Delaware   limited partnership   By: McKnight Cranberry GP, LLC, its   General Partner, a Delaware limited   ~]1w~::/   Name: William C. Rudolph, member   Cranberry South East, L.P., a Delaware   .limited partnership   By: Cranberry South East GP, LLC, its   General Partner, a Delaware limited   liability company   By: Wendy's South East Co., its sole   member   By: --=~ _   Name: William C. Rudolph   Title: General Partner   Cranberry West Liberty, L.P., a Delaware   limited partnership   By: Cranberry West Liberty GP, LLC, its   General Partner, a Delaware limited   liability company   By: Wendy's West Liberty Associates,   its sole member   By: _   Name: William C. Rudolph   Title: General Partner   18    





 







Cranberry Westmore Land, L.P., a   Delaware limited partnership   By: Cranberry Westmore Land GP, LLC,   its General Partner, a Delaware   limited liability company   By: Westmore Land Associates, its   SOleme~   By: ~   Nam~udolph   Title: General Partner   Cranberry Kittanning Land, L.P., a   Delaware limited partnership   By: Cranberry Kittanning Land GP, LLC,   its General Partner, a Delaware limited   liability company   By: Kittanning Land Associates, its   sole member   BY:l~---~   Name: William C. Rudolph   Title: General Partner   Cranberry Rich Land, L.P., a Delaware   limited partnership   By: Cranberry Rich Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Rich Land Associates, its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   19    





 







Cranberry Murrysville Land, L.P., a   Delaware limited partnership   By: Cranberry Murrysville Land GP, LLC,   its General Partner, a Delaware limited   liability company   By: Murrysville Land Associates, its   sole member   By:   Name: William C. Rudolph   Title: General Partner   Cranberry Castle Shannon, L.P., a   Delaware limited partnership   By: Cranberry Castle Shannon GP, LLC, its   General Partner, a Delaware limited   liability company   By: Castle Shannon Associates, its sole   member   By:~~ _   Name: William C. Rudolph   Title: General Partner   Cranberry Beers School, L.P., a Delaware   limited partnership   By: Cranberry Beers School GP, LLC, its   General Partner, a Delaware limited   liability company   By: Beers School Land Associates, its   sole member   By: _   Name: William C. Rudolph   Title: General Partner   20    





 







TENANT:   McKesson Automation Inc.,apennsy~c03::   By: v \~ _   Nicholas A. Loiacono   Vice President and Treasurer   21    





 







Exhibit A   CONSENT OF GUARANTOR   THIS CONSENT OF GUARANTOR ("Consent") is made by McKesson   Corporation ("Guarantor") as of the 11th day of January, 2011, for the benefit of Landlord   Cranberry Cochran Road, L.P., a Delaware limited partnership, Cranberry Noble Land,   L.P., a Delaware limited partnership, Cranberry Harmar Land, L.P., a Delaware limited   partnership, Cranberry Hempfield, L.P., a Delaware limited partnership, Cranberry   Kennedy Land, L.P., a Delaware limited partnership, Cranberry McKnight Land, L.P., a   Delaware limited partnership, Cranberry Perrysville, L.P., a Delaware limited   partnership, McKnight Cranberry, L.P., a Delaware limited partnership, Cranberry South   East, L.P., a Delaware limited partnership, Cranberry West Liberty, L.P., a Delaware   limited partnership, Cranberry Westmore Land, L.P., a Delaware limited partnership,   Cranberry Kittanning Land, L.P" a Delaware limited partnership, Cranberry Rich Land,   L.P" a Delaware limited partnership, Cranberry Murrysville Land, L.P., a Delaware   limited partnership, Cranberry Castle Shannon, L.P., a Delaware limited partnership,   Cranberry Beers School, L.P., a Delaware limited partnership, together as tenants in   common (collectively, "Landlord"), successor in interest to NewTower Trust Company   Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18   WHEREAS, Landlord and McKesson Automation Inc. (,Tenant') are parties to   that certain Lease dated December 21, 2001 (the "Original Lease"), pursuant to which   Tenant leased approximately sixty-one thousand eight hundred eight-seven (61,887)   rentable square feet consisting of the entire third (3rd) and fourth (4th) floors (the "Initial   Premises") of a certain building located at 500 Cranberry Woods Drive, Cranberry   Township, Pennsylvania ("Building");   WHEREAS, Landlord and Tenant are parties to a certain First Amendment to   Lease dated February 8, 2005 (the "First Amendment") pursuant to which Tenant leased   the entire second (2nd) floor of the Building, consisting of approximately twenty-nine   thousand nine hundred forty-six (29,946) rentable square feet (the "Expansion Premises")   resulting in an aggregate of approximately ninety-one thousand eight hundred thirty-three   (91,833) rentable square feet of the Building under lease to Tenant;   WHEREAS, Landlord and Tenant are parties to a certain Second Amendment to   Lease dated April 21, 2008 (the "Second Amendment") pursuant to which Tenant leased,   in two (2) phases an additional ten thousand nine hundred eight (10,908) rentable square   feet located on the first (I 5t) floor of the Building ("Second Amendment Premises")   resulting in an aggregate of approximately one hundred two thousand seven hundred   forty-one (102,741) rentable square feet of the Building under lease to Tenant;   WHEREAS, the Original Lease, the First Amendment and the Second   Amendment are collectively referred to herein as the "Lease";    





 







WHEREAS, Tenant's obligations under the Lease have been guaranteed by   Guarantor pursuant to a certain Guaranty of Lease dated December 21, 2001 and   subsequent Consent of Guarantor agreements executed by Guarantor (the "Guaranty");   WHEREAS, concurrently with the execution of this consent of Guarantor,   Landlord and Tenant have entered into a certain Third Amendment to the Lease of even   date herewith (the "Third Amendment'') amending the Lease extend the Lease Term and   certain other provisions thereof;   WHEREAS, as a condition to Landlord entering into such Third Amendment,   Guarantor has agreed to the terms and provisions of the Third Amendment and the Lease;   and   WHEREAS, Guarantor warrants and acknowledges that because of its financial   interest, direct and indirect, in the Tenant and in the benefits and advantages which will   result from the Third Amendment, it will be significantly benefited by the Third   Amendment.   NOW, THEREFORE, for good and valuable consideration, the receipt and   sufficiency of which are hereby acknowledged, Guarantor agrees as follows:   1. Guarantor hereby ratifies, confirms and reaffirms all and singular, the   terms and conditions of the Guaranty.   2. Guarantor acknowledges, confirms, and agrees that the Guaranty shall   remain in full force and effect with respect to the Lease, as amended by the Third   Amendment.   3. Guarantor acknowledges all of the terms and conditions of the Third   Amendment and the terms and provisions of the Lease, as amended by the Third   Amendment.   4. Guarantor acknowledges, confirms and agrees that it has no offsets,   defenses, claims or counterclaims against the Landlord with respect to Tenant's and/or   Guarantor's respective liabilities and obligations due and owing to Landlord, and that to   the extent that Guarantor has or has ever had any such offsets, defenses, claims or   counterclaims, Guarantor hereby specifically waives and releases any and all rights to   same.   Signature on Following Page   2    





 







IN WITNESS WHEREOF, Guarantor has executed this Consent of Guarantor as   ofthe date first above written.   McKesson Corporation,   a Delaware corpor~   By: 11~   N~. Loiacono   Vice President and Treasurer   3    





 







Exhibit B   FORM OF SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT   AGREEMENT   SUBORDINATION, NON-DISTURBANCE   AND ATTORNMENT AGREEMENT   Subordination, Non-Disturbance and Attornment Agreement ("Agreement"), effective   the __ day of ,2011, by and among First Commonwealth Bank, as   agent for the Banks (as hereinafter defined) (in such capacity, the "Agent"), Cranberry   Cochran Road, L.P., a Delaware limited partnership, Cranberry Noble Land, L.P., a   Delaware limited partnership, Cranberry Harmar Land, L.P., a Delaware limited   partnership, Cranberry Hempfield, L.P., a Delaware limited partnership, Cranberry   Kennedy Land, L.P., a Delaware limited partnership, Cranberry McKnight Land, L.P., a   Delaware limited partnership, Cranberry Perrysville, L.P., a Delaware limited   partnership, McKnight Cranberry, L.P., a Delaware limited partnership, Cranberry South   East, L.P., a Delaware limited partnership, Cranberry West Liberty, L.P., a Delaware   limited partnership, Cranberry Westmore Land, L.P., a Delaware limited partnership,   Cranberry Kittanning Land, L.P., a Delaware limited partnership, Cranberry Rich Land,   L.P., a Delaware limited partnership, Cranberry Murrysville Land, L.P., a Delaware   limited partnership, Cranberry Castle Shannon, L.P., a Delaware limited partnership,   Cranberry Beers School, L.P., a Delaware limited partnership (collectively,   "Mortgagor"), and McKesson Automation Inc., a Pennsylvania corporation ("Tenant").   WHEREAS, by a certain Lease, dated December 21,2001, as amended by First   Amendment to Lease, dated February 8,2005, Second Amendment to Lease dated April   21,2008, and Third Amendment to Lease, dated ,2011 dated   ___________ (as amended, the "Lease"), Mortgagor has leased to   Tenant certain property and improvements (the "Premises") located at 500 Cranberry   Woods Drive, Cranberry Township, PA, said Premises being fully and accurately   described in the Lease; and   WHEREAS, Mortgagor has executed and delivered an Open-End Mortgage and   Security Agreement, effective August 7, 2009, in favor of the Agent (as amended,   modified or supplemented from time to time, the "Mortgage"), which encumbers certain   property (the "Property") on which the Premises are located and secures the obligations   of Mortgagor to the Agent pursuant to a loan agreement, by and among Mortgagor, the   Agent and certain other financial institutions from time to time (each a "Bank" and   collectively, the "Banks") and the Agent (the "Loan Agreement") and the other Loan   Documents (as defined in the Mortgage); and   WHEREAS, the Agent has agreed to recognize the status of Tenant in the event   the Agent shall acquire the Premises, including Mortgagor's interest under the Lease,   whether by foreclosure, by the acceptance of a deed in lieu thereof, by receivership or    





 







otherwise, and Tenant has agreed to attorn to the Agent in any such event, subject to the   terms and conditions of this Agreement.   NOW, THEREFORE, in consideration of the foregoing recitals, and for other   good and valuable consideration, the receipt and sufficiency of which are hereby   acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:   1. Subject to Section 2 hereof, Tenant does hereby agree that whatever right,   title and interest which it and its successors and assigns may have in and to the Premises   shall be, and the same are hereby expressly made subject and subordinate to the lien of   the Mortgage and to all terms, conditions and provisions thereof, to all advances made or   to be made thereunder or under any of the Loan Documents, and to any increases,   renewals, extensions, modifications, substitutions, consolidations or replacements thereof   or of the Loan Documents.   2. As long as Tenant is not in default (beyond any time period given Tenant   in the Lease to cure such default) in the payment of rent or additional charges or in the   performance of any of the other terms, covenants or conditions of the Lease on Tenant's   part to be performed, Tenant shall not be disturbed by the Agent or any Bank in its   possession of the Premises during the term of the Lease, or any extension or renewal   thereof, or in the enjoyment of its rights under the Lease.   3. If Tenant should assert a claim that Mortgagor is in default under the   Lease in any respect, written notice thereof shall promptly be furnished to the Agent and   Tenant agrees that Tenant will not exercise any rights which it might have as a result of   such default until such notice has been given to the Agent and the Agent has had thirty   (30) days to cure such default; provided, however, that ifthe nature of the obligation is   such that more than thirty (30) days are required for performance, then Tenant will not   exercise its rights ifthe Agent commences cure within such thirty (30) day period and   thereafter diligently prosecutes the same to completion.   4. If the interest of Mortgagor under the Lease shall be acquired by the Agent   or any purchaser (a "Purchaser") by reason or exercise of the power of sale or foreclosure   of the Mortgage or other proceedings brought to enforce the rights of the holder thereof,   by deed in lieu of foreclosure or by any other method, and the Agent or Purchaser   succeeds to the interest of Mortgagor under the Lease, Tenant shall attorn to the Agent or   Purchaser, as its lessor, said attornment to be effective and self-operative without the   execution of any other instruments on the part of any party hereto immediately upon the   Agent's or Purchaser's succeeding to the interest of Mortgagor under the Lease, and the   Lease shall continue in accordance with its terms between Tenant as lessee and the Agent   or Purchaser as lessor; provided, however, that:   (a) the Lease shall not constitute a general obligation or liability of the Agent;   (b) the Agent's liability under the Lease shall be limited to the ownership interest   of the Agent in the Premises and the proceeds thereof;   2    





 







(c) the lien of any judgment entered against the Agent in connection with the   Agent's liability under the Lease shall similarly be expressly limited to the   Agent's ownership interest in the Premises and the proceeds thereof;   (d) the Agent shall not be liable for any act or omission of any prior lessor   (including Mortgagor), except where any act or omission of any prior lessor   (including Mortgagor) is continuing at the time the Agent or any other purchaser   acquires title to the Premises, and the Agent or such other purchaser fails to cure   same after receiving notice thereof;   (e) except as expressly set forth in the Lease, the Agent shall not be subject to   any offsets or defenses that Tenant might have against any prior lessor (including   Mortgagor) except where such offsets or defenses arise out of a default of the   prior lessor which is continuing at the time the Agent or any other purchaser   acquires title to the Premises and the Agent or any other purchaser fails to cure   same after receiving notice thereof;   (t) except as expressly set forth in the Lease, the Agent shall not be bound by any   prepayment of rent or deposit, rental security or other sums deposited with any   prior lessor (including Mortgagor) under the Lease; and   (g) the Agent shall not be bound by any agreement or material modification of   the Lease made without the Agent's consent.   5. If Mortgage is foreclosed, the mortgagee thereunder will not name or join   Tenant as a party defendant or otherwise in any suit, action or proceeding except to the   extent necessary under applicable law in order for the Agent on behalf ofthe Banks to   avail itself of and complete the foreclosure, and will not terminate the Lease or any   option to purchase the Property or any part thereof contained therein, so long as Tenant is   not in default under any ofthe terms, covenants or conditions of the Lease beyond the   expiration of any applicable grace period set forth therein.   6. If the Agent shall declare that an Event of Default (as defined in the Loan   Agreement or the Mortgage) has occurred, the Agent shall endeavor to furnish notice of   such Event of Default to Tenant; provided, however, that it is agreed and acknowledged   that the Agent is under no duty or obligation whatsoever to furnish such notice to Tenant   and the failure of the Agent to furnish such notice shall not (a) release, discharge, modify   or restrict the liabilities and obligations of Mortgagor pursuant to the Loan Documents,   and/or the Mortgage and/or the indebtedness evidenced and secured thereby, (b) release   Tenant from any of its duties and obligations hereunder; provided, however, Tenant shall   have no liability for failure to pay rent to the Agent until such time as Tenant has   received notice to make payments of rent to the Agent provided that Tenant is making   payments to Mortgagor in accordance with the terms of the Lease, (c) result in the   imposition of any liability upon the Agent in connection with said failure to furnish such   notice, or (d) otherwise alter, modify or change in any way the respective rights, duties,   obligations and liabilities, as the case may be, of the Agent, Mortgagor and Tenant   3    





 







pursuant to the Loan Documents, the Mortgage, this Agreement and any other document   relating to the foregoing.   7. In the event that the Agent has furnished notice to Tenant of an Event of   Default as described above, Tenant shall have the right (but not the obligation) to cure   such Event of Default if such Event of Default is of a nature or character which may be   cured; provided, however, that said cure must OCCurwithin the same period of time, if   any, given to Mortgagor to cure such Event of Default. No failure to cure Mortgagor's   obligations shall waive Tenant's rights not to be disturbed in its possession of the   Premises.   8. Mortgagor agrees and acknowledges that the Agent may furnish to Tenant   such information regarding the Loan Documents, the Mortgage, the indebtedness   evidenced and secured by the Loan Documents and the Mortgage, any Event of Default,   and Mortgagor, all as the Agent in its sole determination (which shall be conclusive) shall   deem necessary or desirable.   9. Any notices to Agent required or permitted to be given hereunder shall be   sent to the following address:   First Commonwealth Bank, Agent   Attention: _   Loan Number: _   10. This Agreement may be amended only with the prior written consent of   the parties hereto.   11. If any provision of this Agreement shall be held invalid under any   applicable laws, such invalidity shall not affect any other provision of this Agreement   that can be given effect without the invalid provision and, to this end, the provisions   hereof are severable.   12. This Agreement may be executed in any number of counterparts, each of   which shall be deemed to be an original, but all of which together shall constitute but one   and the same instrument. This Agreement shall not be effective unless and until it has   been executed and delivered by Tenant and Lender and Landlord.   13. This Agreement is intended to take effect as an instrument under seal.   14. The rights and privileges of the Agent contained in this Agreement shall   inure to the benefit of its successors and assigns, and the duties and obligations of Tenant   and Mortgagor shall bind their respective successors and assigns, but nothing contained   herein shall be construed to permit Tenant or Mortgagor to assign this Agreement or any   of its rights or obligations hereunder without first obtaining the Agent's express written   4    





 







approval; provided, however, this Agreement shall inure to the benefit of any assignment   of the Lease to an affiliate of Ten ant to the extent the Lease allows such assignment   without Mortgagee or Agent's consent.   15. This Agreement shall be governed by and construed in accordance with   the laws of the state in which the Property is located. Neither this Agreement nor any   provision hereof shall be construed against the party causing this Agreement or such   provision to be drafted.   16. This Agreement shall run with the land and shall be binding upon and   inure to the benefit of the parties hereto and their respective successors and assigns,   including a Foreclosure Purchaser.   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)   5    





 







IN WITNESS WHEREOF, intending to be legally bound hereby, the parties   hereto have caused the due execution hereof as a document under seal by their respective   duly authorized officers effective the day and year written above.   BORROWERS:   Cranberry Cochran Road, L.P., a Delaware   limited partnership   By: Cranberry Cochran Road GP, LLC, its   General Partner, a Delaware limited   liability company   By: ---------------------------Name: William C. Rudolph, member   Cranberry Noble Land, L.P., a Delaware   limited partnership   By: Cranberry Noble Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Noble Land Associates, its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   Cranberry Harmar Land, L.P., a Delaware   limited partnership   By: Cranberry Harmar Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Harmar Land Co., its sole member   By: _   Name:_WiIliam C. Rudolph   Title: General Partner   6    





 







Cranberry Hempfield, L.P., a Delaware limited   partnersh ip   By: Cranberry Hempfield GP, LLC, its General   Partner, a Delaware limited liability   company   By: Hempfield Associates, its sole member   By: _   Name: William C. Rudolph   Title: General Partner   Cranberry Kennedy Land, L.P., a Delaware   limited partnership   By: Cranberry Kennedy Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Kennedy Land Associates, its sole   member   B:   Name: William C. Rudolph   Title: General Partner   Cranberry McKnight Land, L.P., a Delaware   limited partnership   By: Cranberry McKnight Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: McKnight Land Associates, its   sole member   By: _   Name: William C. Rudolph   Title: General Partner   7    





 







Cranberry Perrysville, L.P., a Delaware   limited partnership   By: Cranberry Perrysville GP, LLC, its General   Partner, a Delaware limited liability   company   By: Perrysville Land Associates, its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   McKnight Cranberry, L.P., a Delaware limited   partnership   By: McKnight Cranberry GP, LLC, its General   Partner, a Delaware limited liability   company   By: _   Name: William C. Rudolph, member   Cranberry South East, L.P., a Delaware   limited partnership   By: Cranberry South East GP, LLC, its General   Partner, a Delaware limited liability   company   By: Wendy's South East Co., its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   8    





 







Cranberry West Liberty, L.P., a Delaware   limited partnership   By: Cranberry West Liberty GP, LLC, its   General Partner, a Delaware limited   liability company   By: Wendy's West Liberty Associates, its   sole member   By:. _   Name: William C. Rudolph   Title: General Partner   Cranberry Westmore Land, L.P., a Delaware   limited partnership   By: Cranberry Westmore Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Westmore Land Associates, its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   Cranberry Kittanning Land, L.P., a Delaware   limited partnership   By: Cranberry Kittanning Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Kittanning Land Associates, its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   9    





 







Cranberry Rich Land, L.P., a Delaware   limited partnership   By: Cranberry Rich Land GP, LLC, its General   Partner, a Delaware limited liability   company   By: Rich Land Associates, its sole member   By: _   Name: William C. Rudolph   Title: General Partner   Cranberry Murrysville Land, L.P., a   Delaware limited partnership   By: Cranberry Murrysville Land GP, LLC, its   General Partner, a Delaware limited   liability company   By: Murrysville Land Associates, its sole   member   By:   Name: William C. Rudolph   Title: General Partner   Cranberry Castle Shannon, L.P., a Delaware   limited partnership   By: Cranberry Castle Shannon GP, LLC, its   General Partner, a Delaware limited   liability company   By: Castle Shannon Associates, its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   10    





 







Cran berry Beers School, L.P., a Delaware   limited partnership   By: Cranberry Beers School GP, LLC, its   General Partner, a Delaware limited   liability company   By: Beers School Land Associates, its sole   member   By: _   Name: William C. Rudolph   Title: General Partner   11    





 







TENANT:   McKesson Automation Inc.,   a Pennsylvania corporation   By: _   Nicholas A. Loiacono   Vice President and Treasurer   12    





 







13   First Commonwealth Bank, as Agent   By:, _   Nmne: _   Title:, _    





 







ACKNOWLEDGMENT   COMMONWEAL TH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be a   member of Cranberry Cochran Road GP, LLC, a Delaware limited liability company (the   "General Partner"), the General Partner of Cranberry Cochran Road, L.P., a Delaware   limited partnership (the "Partnership"), and that he, as such member of the General   Partner, executed the foregoing instrument for the purposes therein contained by signing   his name on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   14    





 







ACKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Noble Land Associates, a Pennsylvania general   partnership, the sole member of Cranberry Noble Land GP, LLC, a Delaware limited   liability company, the general partner of Cranberry Noble Land, L.P., a Delaware limited   partnership (the "Partnership"), and that he, as such General Partner, executed the   foregoing instrument for the purposes therein contained by signing his name on behalf of   the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   15    





 







ACKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Harmar Land Co., a Pennsylvania general   partnership, the sole member of Cranberry Harmar Land GP, LLC, a Delaware limited   liability company, the general partner of Cranberry Harmar Land, L.P., a Delaware   limited partnership (the "Partnership"), and that he, as such General Partner, executed the   foregoing instrument for the purposes therein contained by signing his name on behalf of   the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   16    





 







ACKNOWLEDGMENT   COMMONWEAL TH OF PENNSYLVANIA )   )   )   ss   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Hempfield Associates, a Pennsylvania   partnership, the sole member of Cranberry Hempfield GP, LLC, a Delaware limited   liability company, the general partner of Cranberry Hempfield, L.P., a Delaware limited   partnership (the "Partnership"), and that he, as such General Partner, executed the   foregoing instrument for the purposes therein contained by signing his name on behalf of   the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   17    





 







ACKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Kennedy Land Associates, a Pennsylvania   general partnership, the sole member of Cranberry Kennedy Land GP, LLC, a Delaware   limited liability company, the general partner of Cranberry Kennedy Land, L.P., a   Delaware limited partnership (the "Partnership"), and that he, as such General Partner,   executed the foregoing instrument for the purposes therein contained by signing his name   on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   18    





 







ACKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of McKnight Land Associates, a Pennsylvania   general partnership, the sole member of Cranberry McKnight Land GP, LLC, a Delaware   limited liability company, the general partner of Cranberry McKnight Land, L.P., a   Delaware limited partnership (the "Partnership"), and that he, as such General Partner,   executed the foregoing instrument for the purposes therein contained by signing his name   on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   19    





 







ACKNOWLEDGMENT   COMMONWEAL TH OF PEm~SYLVANIA )   )   )   ss   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Perrysville Land Associates, a Pennsylvania   general partnership, the sale member of Cranberry Perrysville GP, LLC, a Delaware   limited liability company, the general partner of Cranberry Perrysville, L.P., a Delaware   limited partnership (the "Partnership"), and that he, as such General Partner, executed the   foregoing instrument for the purposes therein contained by signing his name on behalf of   the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   20    





 







!6..CKNOWLEDGMENT   COMMONWEAL TH OF PENNSYL VANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be a   member of McKnight Cranberry GP, LLC, a Delaware limited liability company (the   "General Partner"), the General Partner of McKnight Cranberry, L.P., a Delaware limited   partnership (the "Partnership"), and that he, as such member of the General Partner,   executed the foregoing instrument for the purposes therein contained by signing his name   on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   21    





 







ACKNOWLEDGMENT   COMMONWEALTH OF PEN1\rSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 201 I, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Wendy's South East Co., a Pennsylvania   general partnership, the sole member of Cranberry South East GP, LLC, a Delaware   limited liability company, the general partner of Cranberry South East, L.P., a Delaware   limited partnership (the "Partnership"), and that he, as such General Partner, executed the   foregoing instrument for the purposes therein contained by signing his name on behalf of   the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   22    





 







ACKNOWLEDGMENT   COMMONWEAL TH OF PEM~SYL VANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Wendy's West Liberty Associates, a   Pennsylvania general partnership, the sole member of Cranberry West Liberty GP, LLC,   a Delaware limited liability company, the General Partner of Cranberry West Liberty,   L.P., a Delaware limited partnership (the "Partnership"), and that he, as such General   Partner, executed the foregoing instrument for the purposes therein contained by signing   his name on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   23    





 







ACKNOWLEDGMENT   COMMONWEAL TH OF PENNSYLVANIA )   )   )   ss.   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Westmore Land Associates, a Pennsylvania   general partnership, the sole member of Cranberry Westmore Land GP, LLC, a Delaware   limited liability company, the general partner of Cranberry Westmore Land, L.P., a   Delaware limited partnership (the "Partnership"), and that he, as such General Partner,   executed the foregoing instrument for the purposes therein contained by signing his name   on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   24    





 







!\CKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Kittanning Land Associates, a Pennsylvania   general partnership, the sole member of Cranberry Kittanning Land GP, LLC, a Delaware   limited liability company, the general partner of Cranberry Kittanning Land, L.P., a   Delaware limited partnership (the "Partnership"), and that he, as such General Partner,   executed the foregoing instrument for the purposes therein contained by signing his name   on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   25    





 







~~CKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   ss.   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Rich Land Associates, a Pennsylvania general   partnership, the sole member of Cranberry Rich Land GP, LLC, a Delaware limited   liability company, the general partner of Cranberry Rich Land, L.P., a Delaware limited   partnership (the "Partnership"), and that he, as such General Partner, executed the   foregoing instrument for the purposes therein contained by signing his name on behalf of   the Partnership.   IN WIlNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   26    





 







ACKNOWLEDGMENT   COMMONWEALTH OF PEN1\fSYLV ANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Murrysville Land Associates, a Pennsylvania   general partnership, the sole member of Cranberry Murrysville Land GP, LLC, a   Delaware limited liability company, the general partner of Cranberry Murrysville Land,   L.P., a Delaware limited partnership (the "Partnership"), and that he, as such General   Partner, executed the foregoing instrument for the purposes therein contained by signing   his name on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   27    





 







ACKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Castle Shannon Associates, a Pennsylvania   general partnership, the sole member of Cranberry Castle Shannon GP, LLC, a Delaware   limited liability company, the general partner of Cranberry Castle Shannon, L.P., a   Delaware limited partnership (the "Partnership"), and that he, as such General Partner,   executed the foregoing instrument for the purposes therein contained by signing his name   on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   28    





 







:A.CKNOWLEDGMENT   COMMONWEALTH OF PENNSYLVANIA )   )   )   SS:   COUNTY OF ALLEGHENY   On this, the __ day of , 2011, before me, a Notary   Public, personally appeared William C. Rudolph, who acknowledged himself to be the   general partner (the "General Partner") of Beers School Road Associates, a Pennsylvania   general partnership, the sale member of Cranberry Beers School GP, LLC, a Delaware   limited liability company, the general partner of Cranberry Beers School, L.P., a   Delaware limited partnership (the "Partnership"), and that he, as such General Partner,   executed the foregoing instrument for the purposes therein contained by signing his name   on behalf of the Partnership.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   29    





 







ACKNOWLEDGMENT   STATE OF CALIFORNIA )   ) S5.   COUNTY OF SAN FRANCISCO )   On this __ day of ,2011, before me,   a Notary Public, State of California, duly   commissioned and sworn, personally appeared , who proved to   me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are   subscribed to the within instrument and acknowledged to me that he/she/they executed   the same in his/her/their authorized capacities, and that by hislherltheir signature(s) on   the instrument the person(s) executed the instrument.   I certify under PENALTY OF PERJURY under the laws of the State of California   that the foregoing paragraph is true and correct.   WITNESS my hand and official seal.   [SEAL]   Notary Public   State of California   My commission expires _   30    





 







!,\CKNOWLEDGMENT   COMMONWEALTH OF PENNSYL VANIA )   )   )   ss.   COUNTYOF _   On this, the __ day of , 2011, before me, a Notary Public, the   undersigned officer, personally appeared , who acknowledged   himself/herself to be the of First Commonwealth Bank (the "Agent"), and   that he/she as such officer, being authorized to do so, executed the foregoing instrument for   the purposes therein contained by signing the name of the Agent as such officer.   IN WITNESS WHEREOF, I hereunto set my hand and official seal.   Notary Public   My Commission Expires:   31    





 









 







FOURTH AMENDMENT TO LEASE   THIS FOURTI{lMENDMENT TO LEASE (this "Fourth Amendment") is made   as ofthe~1lhday of U&'/6b<!f' ,2013, beFween McKnight   Cranberry III, L.P., a Delaware limited Partnership ("Landlord"), successor by   assignment to Cranberry Cochran Road, L.P., a Delaware limited partnership, Cranberry   Noble Land, L.P., a Delaware limited partnership, Cranberry Harmar Land, L.P., a   Delaware limited partnership, Cranberry Hempfield, L.P., a Delaware limited   partnership, Cranberry Kennedy Land, L.P., a Delaware limited partnership, Cranberry   McKnight Land, L.P., a Delaware limited partnership, Cranberry Perrysville, L.P., a   Delaware limited partnership, McKnight Cranberry, L.P., a Delaware limited partnership,   Cranberry South East, L.P., a Delaware limited partnership, Cranberry West Liberty,   L.P., a Delaware limited partnership, Cranberry Westmore Land, L.P., a Delaware   limited partnership, Cranberry Kittanning Land, L.P., a Delaware limited partnership,   Cranberry Rich Land, L.P., a Delaware limited partnership, Cranberry Murrysville Land,   L.P., a Delaware limited partnership, Cranberry Castle Shannon, L.P., a Delaware limited   partnership, Cranberry Beers School, L.P., a Delaware limited partnership, together as   tenants in common, and McKesson Automation Inc., a Pennsylvania corporation   ("Tenant") .   WHEREAS, Landlord and Tenant are parties to that certain Lease dated   December 21,2001 (the "Original Lease"), a certain First Amendment to Lease dated   February 8, 2005 (the "First Amendment"), a certain Second Amendment to Lease   dated April 21, 2008 (the "Second Amendment") and a certain Third Amendment to   Lease dated January 11, 2011 (the "Third Amendment") pursuant to which Tenant   leases approximately one hundred two thousand seven hundred forty-one (102,741)   rentable square feet ("Premises") of a certain building located at 500 Cranberry Woods   Drive, Cranberry Township, Pennsylvania ("Building");   WHEREAS, the Original Lease, the First Amendment, the Second Amendment   and the Third Amendment are collectively referred to herein as the "Lease";   WHEREAS, the Term of the Lease is scheduled to expire on December 31, 2016;   WHEREAS, Tenant's obligations under the Lease, prior to this Fourth   Amendment, have been guaranteed by McKesson Corporation, a Delaware corporation   ("Guarantor"), pursuant to a certain Guaranty of Lease dated December 21, 2001,   subsequently ratified and confirmed (the "Guaranty");   WHEREAS, Guarantor is selling its equity interest in Tenant to a third party   buyer (the "Transaction") and in connection with such sale desires to be released from   the Guaranty;   WHEREAS, Landlord recognizes that Tenant provided ten business days' prior   notice for the Transaction; and    





 







WHEREAS, Landlord and Tenant desire to amend the Lease to (i) terminate the   Guaranty, (ii) extend the Lease Term, and (iii) revise certain other provisions in   accordance with the terms and conditions of this Fourth Amendment.   NOW THEREFORE, in consideration for the mutual covenants and agreements   contained herein, and for other good and valuable consideration, the receipt and adequacy   of which is hereby acknowledged, Landlord and Tenant, intending to be legally bound   hereby, agree that as of the Change of Control Effective Date (as defined below) the   following modifications shall be made to the Lease:   1. Recitals. The foregoing recitals are incorporated herein by reference and made a   part of this Fourth Amendment as though fully set forth herein. All capitalized   terms used but not otherwise defined or re-defined in this Fourth Amendment   shall have the meaning ascribed to them in the Lease. For purposes of this Fourth   Amendment, the phrase "Change of Control Effective Date" shall mean the date   on which McKesson Corporation completes the Transaction as evidenced by   written notice to be delivered by McKesson Corporation to Landlord.   2. Lease Term. The Lease (Section 1.3 of the Original Lease, as amended by   Paragraph 3 of the Second Amendment and Paragraph 2 of the Third   Amendment) is hereby amended by inserting the following in addition to all other   prOVISIOns:   "Notwithstanding anything to the contrary contained in this Lease, the   Lease Term shall be extended for a period of3 years beginning on January   1, 2017 and ending on December 31, 2019 ("Second Extended Term") so   that the Lease Term shall expire on December 31, 2019 ("Expiration   Date"), subject to Tenant's Early Termination Right as set forth in   Paragraph 13 ofthis Fourth Amendment and Tenant's Renewal Option as   set forth in Paragraph 10 of this Fourth Amendment."   3. Condition of Premises. The Lease (including Exhibit C to the Original Lease, as   amended by Paragraph 3 of the Third Amendment, and all provisions of the Lease   relating to the improvement of the Premises by Landlord, the construction or   installation at the Premises of any Improvements by Landlord, or the payment by   Landlord to Tenant of any allowance or sum of money for or relating to the   improvement of the Premises) is hereby amended by inserting the following in   addition to all other provisions:   "Tenant is currently in possession of the Premises, is familiar with the   condition of the Premises and accepts the Premises during the Second   Extended Term in its then "as-is" condition, with all faults and without   any improvement or allowance required of Landlord."   4. Base Rent. The Lease (Section 1.5.1 of the Original Lease as amended by   Paragraph 5 of the Second Amendment and Paragraph 4 of the Third   Amendment) shall be amended by inserting in addition thereto the following:   2    





 







"Notwithstanding anything to the contrary contained in this Lease, during   the Second Extended Term, Tenant shall pay to Landlord Base Rent for   the Premises in monthly installments on the first day of each calendar   month, in advance, without offset or deduction of any kind, as follows:   i.) $216,184.19 per month (based on a rate of $25.25 per square foot   of rentable area per year contained in the Premises) during the   period of the Second Extended Term beginning on January 1,2017   and ending on December 31, 2017; and   ii.) $220,465.06 per month (based on a rate of$25.75 per square foot   of rentable area per year contained in the Premises) during the   period of the Second Extended Term beginning on January 1,2018   and ending on December 31, 2019."   5. Tenant's Share. The Lease (Section 1.2 of the Original Lease as amended by   Paragraph 4 of the Second Amendment and Paragraph 5 of the Third   Amendment) shall be amended by inserting in addition thereto the following:   "Notwithstanding anything to the contrary contained in this Lease,   Landlord and Tenant acknowledge and agree that beginning on January 1,   2017 and ending on the Expiration Date Tenant's Share shall be 86.02%   (102,741/ 119,444), as may be adjusted from time to time in accordance   with Section 1.2 of the Original Lease."   6. Operating Cost Base Year. The Lease (Section 9.2 of the Original Lease as   amended by Paragraph 6 of the 'Second Amendment and Paragraph 6 of the Third   Amendment) shall be amended 'by inserting in addition thereto the following:   "Notwithstanding anything to the contrary contained in this Lease,   Landlord and Tenant acknowledge and agree that beginning on January 1,   2017 and ending on the Expiration Date, the Operating Costs Base Year   shall be Calendar Year 2017."   7. Real Estate Tax Base Year. The Lease (Section 10.2 of the Original Lease as   amended by Paragraph 6 of the Second Amendment and Paragraph 8 of the Third   Amendment) shall be amended by inserting in addition thereto the following:   "Notwithstanding anything to the contrary contained in this Lease,   Landlord and Tenant acknowledge and agree that beginning on January 1,   2017 and ending on the Expiration Date, the Real Estate Tax Base Year   shall be Calendar Year 2017."   8. Enforcement of Final Judgment for Amounts Due and Owing. Paragraph 11   of the Third Amendment, which amended Section 34.5 of the Original Lease,   3    





 







shall be deleted in its entirety, reflecting the intent of Landlord and Tenant that   Section 34.5 as set forth in the Original Lease prior to the Third Amendment shall   be inserted and reinstated in the Lease.   9. Renewal Option. Article 50 of the Lease, as amended by Paragraph 11 of the   First Amendment, Paragraph 10 of the Second Amendment and Paragraph 12 of   the Third Amendment, shall be deleted in its entirety and in lieu thereof shall be   inserted the following:   "50. RENEWAL OPTION   A.) Renewal Option. Tenant is hereby granted one (1) option ("Renewal   Option") to extend the Lease Term for a period of five (5) years   ("Renewal Term"). Tenant may exercise the Renewal Option upon   written notice ("Renewal Notice") given to Landlord no earlier than 365   days and no later than 270 days before the Expiration Date of the Lease   Term ("Notice Period"). If Tenant fails to give Landlord the Renewal   Notice within the Notice Period, then Tenant shall be deemed to have   elected not to exercise the Renewal Option and this Renewal Option shall   be deemed to null and void; time being of the essence in with regard to   delivery of the Renewal Notice.   B.) Renewal Term. If the Renewal Notice is timely given, the Renewal   Term will be on the same terms and conditions as those contained in the   Lease except as follows:   i. There shall be no further rights to renew after the exercise of the   Renewal Option granted herein;   ii. Any Tenant Improvement Allowances, TI Allowance, rental   concessions, Landlord's Work or other such allowance or improvements   provided by Landlord to Tenant in the Lease shall not be applicable in the   Renewal Term;   iii. The Base Rent for the Renewal Term shall be 100% of the Fair Market   Rental Value as determined by agreement between Landlord and Tenant   or, if Landlord and Tenant are unable to agree, as set forth in sub-   paragraph C immediately below. For purposes of this Article 50 the Fair   Market Rental Value of the Premises shall be the amount that a willing,   comparable, new (i.e., non-renewal), non-equity tenant would pay, and   that a willing landlord of a comparable space, both in terms of size and   age of the Premises and within a five (5) mile radius of Cranberry Woods   Office Park, would accept at arms' length. The Fair Market Rental Value   for the Renewal Term may be less than or greater than the Base Rent paid   by Tenant during the Lease Term. Appropriate consideration shall be   given to (a) the annual rental rate per rentable square foot; (b) the   definition of rentable square feet for purposes of comparing the rate; (c)   4    





 







location, quality and age of the Building; (d) the financial condition (e.g.,   creditworthiness) of Tenant; (e) escalation (including type, base year and   stop) and abatement provisions reflecting free rent and lor no rent during   the period of construction; (f) brokerage commissions, if any, (g) length of   the lease term; (h) size and location (including floor level) of the Premises;   (i) building standard work letter and/or tenant improvement allowance, if   any; provided, however, the Fair Market Rental Value shall not include   any tenant improvements or any alterations made by Tenant; (j) condition   of space; (k) lease takeover/assumptions; (1) moving expenses and other   concessions; (m) extent of services to be provided; (n) distinctions   between "gross" and "net" leases; (0) base year figures or expense stops   for escalation purposes :Orboth operating costs and ad valorem/real estate   taxes; (P) the time the particular rental rate under consideration becomes   or is to become effective; (q) applicable caps, if any, on the amount ofreal   estate taxes and assessments passed through to tenants; and (r) other   generally applicable conditions of tenancy for the space in question.   Tenant shall obtain the same rent and other benefits that Landlord would   otherwise give to any comparable prospective tenant.   iv. Base Year. Notwithstanding anything to the contrary contained in the   Lease, commencing on January 1, 2020, the Operating Costs Base Year   and Real Estate Tax Base Year during the entire Renewal Term shall be   Calendar Year 2020.   C.) Acceptance/Rejection. If Landlord and Tenant are not able to agree   on the Base Rent for the Renewal Term by a date which is two-hundred   forty (240) days prior to the commencement date of the Renewal Term,   then within thirty (30) days thereafter ("Appointment Period") each party   shall appoint a real estate appraiser with at least ten (10) years full time   commercial appraisal experience in valuing leasehold commercial office   space in the vicinity of the Premises to determine the Base Rent based on   the then Fair Market Rental Value for the Renewal Term. If either party   fails to appoint a real estate appraiser within the Appointment Period the   Base Rent of the duly appointed appraiser shall control. The two (2)   appraisers appointed by the parties shall meet to set the then Base Rent for   the Renewal Term. If they are unable to agree within twenty (20) days   after expiration of the Appointment Period, they shall select a third   appraiser, who shall be a person who meets the qualifications set forth in   this paragraph and who has not previously acted in any capacity for either   party. If the two appraisers are unable to agree upon a third appraiser,   either of the parties may apply to the then presiding judge of the Common   Pleas Court of Butler County, Pennsylvania for the selection of the third   (3rd) appraiser, who shall be a person who meets the qualifications set   forth above. Landlord and Tenant shall each bear one-half (112) of the   cost of appointing the third appraiser and of paying the third appraiser's   fee. As soon as possible following selection or appointment of the third   5    





 







appraiser, the appraisers shall set the Base Rent for the Premises for the   Renewal Term. If a majority of the appraisers is unable to set the Base   Rent within twenty (20) days after appointment of the third appraiser, the   three (3) appraisals shall be added together and their total divided by three   (3); the resulting quotient shall be the Base Rent rate for the Premises for   the Renewal Term. If the low appraisal is more than ten percent (10%)   lower than the middle appraisal, the low appraisal shall be disregarded; if   the high appraisal is more than ten percent (l 0%) higher than the middle   appraisal, the high appraisal shall be disregarded. If only one appraisal is   disregarded, the remaining two (2) appraisals shall be added together and   their total divided by two (2), and the resulting quotient shall be the Base   Rent rate for the Premises for the Renewal Term. If two of the appraisals   shall be disregarded, the middle appraisal shall determine the Base Rent   rate in the Renewal Term. Base Rent for the Renewal Term as so   determined shall be effective as of the commencement date of the   Renewal Term and shall be adjusted retroactively if determined after the   commencement date of the Renewal Term.   D.) Restrictions/Conditions. Tenant's Renewal Option shall be personal   to McKesson Automation Inc. and shall terminate if (i) a Default shall   exist at the time of exercise of the Renewal Option or the commencement   date of the Renewal Term, or an event has occurred which with notice and   the lapse of time shall be a Default if not cured at the time of exercise of   the Renewal Option or the commencement date of the Renewal Term, (ii)   the Lease or Tenant's right to possession of the Premises has been   terminated, (iii) Tenant transfers any of its interest in this Lease or any   portion of the Premises except to an entity not requiring Landlord's   consent as provided in the Lease."   10. Expansion. Article 52 of the Lease, as amended by Paragraph 12 of the First   Amendment and Paragraph 13 of the Third Amendment, shall be deleted in its   entirety and in lieu thereof shall be inserted the following:   "52. EXPANSION   52.1 Non-Exclusive Expansion Option   (a) During the Lease Term Tenant shall have the non-exclusive right   ("Expansion Option"), but not the obligation, to add to the Premises any   available office space in the Building that is then vacant and is not subject   to a lease, letter of intent, term sheet or other such agreement for use or   occupancy by a third party ("Available Expansion Space"). Tenant   acknowledges and agrees that this Expansion Option is not exclusive to   Tenant and, unless and until Tenant exercise this Expansion Option,   Landlord shall have the unencumbered right (subject only to Tenant's   Right of First Refusal set forth in Section 52.2 below) to lease the   6    





 







Available Expansion Space to any person or entity on such terms as   Landlord determines in its sole discretion.   (b) Tenant may exercise the Expansion Option at any time during the   Lease Term by written notice identifying the portion of the Available   Expansion Space that Tenant desires to add to the Premises ("Office   Expansion Space"). The configuration of the Office Expansion Space   shall be subject to Landlord's reasonable approval based on the proportion   of windows to rentable area, ingress, egress, access to common and core   areas of the Building and the like with regard to both the Office Expansion   Space and the remaining Available Expansion Space. Any Office   Expansion Space with respect to which Tenant exercises its rights will be   delivered by Landlord to Tenant in its "as-is" condition along with   payment by Landlord to Tenant of an Office Expansion Allowance equal   to the amount of$5.00 per square foot of rentable area ofthe Office   Expansion Space desired by Tenant times a fraction, the numerator of   which is the number of clays remaining in the Lease Term after the   applicable Office Expansion Space is added to the Premises and the   denominator of which is the 2,920. Any Office Expansion Space will   become part of the Premises on the date on which Landlord delivers such   Office Expansion Space to Tenant in the condition required herein and the   Premises will then be deemed to include any such Office Expansion   Space. All of the provisions of this Lease will apply to any Office   Expansion Space added to the Premises, provided, however, Landlord will   not be obligated to grant any concessions or allowances with respect to   any Office Expansion Space except as set forth in this Section 52.1.   (c) The Base Rent rate for any Office Expansion Space will be the Base   Rent rate in effect on the date on which the applicable Office Expansion   Space becomes part of the Premises, subject to subsequent increases in   Base Rent during the Lease Term. The Base Rent will be increased as of   the day on which the Office Expansion Space becomes part of the   Premises by an amount equal to the product of (i) the number of rentable   square feet of the applicable Office Expansion Space multiplied by (ii) the   Base Rent per rentable square foot of the Premises in effect on the day on   which the Office Expansion Space becomes part of the Premises.   Tenant's Share will be increased as of the day on which any Office   Expansion Space becom;:s part of the Premises to a fraction whose   numerator is the sum of the rentable square feet of the Premises and the   new Office Expansion Space, and whose denominator is the rentable   square feet of the Building. The Base Rent and Tenant's Share will be   increased in a similar manner whenever Office Expansion Space is added   to the Premises.   (d) Tenant's rights grant.ed in this Paragraph are personal to McKesson   Automation, Inc. and shall terminate if (i) a Default shall exist at the time   7    





 







of exercise of the Expansion Option, or an event has occurred which with   notice and the lapse of time shall be a Default if not cured at the time of   exercise of the Expansion Option, (ii) the Lease or Tenant's right to   possession ofthe Premises has been terminated, (iii) Tenant transfers any   of its interest in this Lease or any portion of the Premises except to an   entity not requiring Landlord's consent as provided in the Lease or (iv)   less than two full years remain in the Lease Term.   52.2 Right of First Refusal   (a) Refusal Space/Offer. Reference is made to any available office space   in the Building that is then vacant and is not subject to a lease, letter of   intent, term sheet or other such agreement for use or occupancy by a third   party ("Available Refusal Space"). If during the Lease Term, Landlord   receives a bona fide offer from a third party ("Third Party Offer") to   lease all or any portion of the Available Refusal Space ("Refusal Space")   and Landlord is willing to accept the terms of such Third Party Offer,   Landlord shall first offer ("Offer Notice") to lease to Tenant the Refusal   Space on the same terms and conditions as the Third Party Offer; such   Offer Notice shall be in writing, specify the rent to be paid for the Refusal   Space, contain the other basic terms and conditions of the Third Party   Offer and the date on which the Refusal Space shall be included in the   Premises. Tenant shall notify Landlord in writing whether Tenant elects   to lease all of the Refusal Space on the same terms and conditions as the   Third Party Offer set forth in the Offer Notice within fifteen (15) business   days after Landlord delivers to Tenant the Offer Notice, time being of the   essence.   (b) Acceptance. If Tenant timely elects to lease the Refusal Space within   such fifteen (15) business day period, then Landlord and Tenant shall   execute an amendment to the Lease, effective as of the date the Refusal   Space is to be included in the Premises, on the same terms as the Lease   except (i) the Base Rem rate for the Refusal Space shall be the amount   specified in the Offer Notice, (ii) the lease term for the Refusal Space shall   be that specified in the Offer Notice and, if the lease term in the Offer   Notice extends beyond the expiration of the Lease Term of this Lease,   Tenant shall be permitted to extend the Lease Term of this Lease to be   coterminous with the lease term for the Refusal Space, (iii) the Refusal   Space shall be delivered to Tenant and Tenant shall take same in "as-is"   condition, and Landlord shall not be required to construct any tenant   improvements in the Refusal Space or provide to Tenant any allowances   other than those contained in the Offer Notice, if any, and (iv) any other   terms set forth in the Lease which are inconsistent with the terms of the   Offer Notice shall be modified accordingly with respect to the Refusal   Space. Notwithstanding the foregoing, if the Offer Notice includes space   in excess of that desired by Tenant, Tenant must exercise its right   8    





 







hereunder, if at all, as to all of the space contained in the Offer Notice. If   the Offer Notice is for less than all the Available Refusal Space, then the   Right of First Refusal shall continue for the remainder of any Available   Refusal Space.   (c) Rejection. If Tenant fails or is unable to timely exercise its right   hereunder, then such right shall lapse, time being of the essence with   respect to the exercise thereof, and Landlord may lease the portion of the   Refusal Space described in the Offer Notice to the third party on the terms   contained in the Offer Notice or such terms as Landlord may elect.   (d) On-Going Right. If an Offer Notice that was rejected is for less than   all of the Refusal Space, then Landlord shall only be obligated to offer   such remaining portion of the Refusal Space to Tenant if a Third Party   Offer is subsequently received for such remaining portion.   (e) Exclusion. For purposes hereof, if an Offer Notice is delivered for less   than all of the Available Refusal Space, but such notice provides for an   expansion, right of first: efusal, or other preferential right to lease some of   the remaining portion of the Available Refusal Space, then such remaining   portion of the Available Refusal Space shall thereafter be excluded from   the grant of the Right of First Refusal contained herein.   (f) Restrictions. This Right of First Refusal is personal to McKesson   Automation Inc. and shall terminate if (i) a Default shall exist at the time   of Tenants' election to lease the Refusal Space, or an event has occurred   which with notice and the lapse of time shall be a Default if not cured at   the time of Tenant's election to lease the Refusal Space, (ii) the Lease or   Tenant's right to possession of the Premises has been terminated, (iii)   Tenant transfers any of its interest in this Lease or any portion of the   Premises except to an entity not requiring Landlord's consent as provided   in the Lease, or (iv) less than two full years remain in the Lease Term."   11. Hold Over. The second sentence of Article 28 of the Original Lease as amended   by Paragraph 14 of the Third Amendment is hereby deleted in its entirety, and in   lieu thereof is inserted the following:   "During any such holdover tenancy, unless Landlord has otherwise agreed   in writing, Tenant agrees to pay to Landlord an occupancy charge equal to   (A) 125% of the stated monthly Base Rent for the last full month of the   Lease Term then ending, calculated on a per diem basis, for each day of   the first (l ") month of such holdover, (B) 150% of the stated monthly   Base Rent for the last full month of the Lease Term then ending,   calculated on a per diem basis, for each day after the first month of such   holdover, and (C) one hundred percent (100%) of the additional rent   which would have been payable by Tenant for the period of such   9    





 







holdover, calculated on a per diem basis using the additional rent which   had otherwise been payable by Tenant for the last full month of the Lease   Term then ending."   12. Tenant's Early Termination Right. The Lease shall be amended by inserting   the following in addition to all other provisions:   "TENANT'S EARLY TERMINATION RIGHT:   a.) Termination Option. Subject to and contingent upon (i) the satisfaction   of all conditions precedent contained herein, and (ii) the payment of the   Termination Fee (as defined hereinafter in subparagraph b.), Tenant shall   have one (1) option to terminate this Lease ("Termination Option")   effective on December ~;1,2018 ("Effective Date of Termination") on   the terms and conditions set forth herein.   b.) Definitions. The term "Termination Fee" shall mean an amount   equal to eight thousand five hundred and sixty one dollars and seventy five   cents ($8,561.75) per month, as prorated for less than a full calendar   month, payable by Tenant to Landlord in accordance with the terms and   conditions of this Lease applicable to the payment of Base Rent, beginning   on the date on which Landlord receives the Tenant's Termination Notice   (as defined hereinafter in subparagraph d.) and ending on the Effective   Date of Termination.   c.) Conditions Precedent. Tenant's Termination Option shall be   conditioned on and subject to the satisfaction of the following conditions   precedent on or prior to the Effective Date of Termination: (i) Tenant   shall not be in default of its obligations under this Lease, and no event   shall have occurred which with the lapse of time shall be a default if not   cured, (ii) the Lease or Tenant's right to possession of the Premises has   not been terminated, (iii) Tenant has not transferred any of its interest in   this Lease or any portion of the Premises to any person or entity, wherein,   for the avoidance of doubt, a sublease of the Premises shall not constitute   a transfer provided that Tenant does not transfer its Termination Option to   any sub-lessee, (iv) Tenant has provided the Landlord with the   "Termination Notice" (as defmed hereinafter in subparagraph d.) in a   timely fashion, time being of the essence (v) Tenant shall have paid all   Base Rent and all other amounts owing under this Lease through the   Effective Date of Termination, (vi) Tenant shall have paid to Landlord the   Termination Fee, and (vii) Tenant shall have vacated and returned the   Premises to Landlord in the condition required under this Lease as of the   Effective Date of Termination. In the event that any of these conditions   precedent shall not be satisfied when required, time being of the essence,   Tenant shall not have the right to terminate this Lease and any   10    





 







Termination Notice issued by Tenant prior thereto shall be without force   or effect.   d.) Exercise of Tennination Option. Tenant may exercise its Termination   Option upon written notice ("Termination Notice") delivered to Landlord   no later than March 31, 2018, time being of the essence with regard to the   delivery of such Termination Notice. If Tenant fails or refuses to (i) pay to   Landlord the Termination Fee as and when required, or (ii) satisfy all   conditions precedent, Tenant shall not have the right to terminate this   Lease as of the applicable Effective Date of Termination, and any   Termination Notice issued by Tenant prior thereto shall be without force   or effect.   Subject to the foregoing, on the Effective Date of Termination of this   Lease, Landlord and Tenant agree that this Lease shall be terminated and   rendered null and void and Tenant shall return the Premises to Landlord in   accordance with the terms and conditions specified in this Lease. Neither   Landlord nor Tenant shall be responsible for their respective duties and   obligations under the Lease occurring after termination, except for those   duties and obligations specifically identified as surviving termination.   13. Landlord's Address. The Lease (Paragraph 7 of the Second Amendment,   Paragraph 16 of the Third Amendment and the provisions of the Lease amended   thereby relating to Landlord's address) is hereby amended by inserting the   following in addition to all other provisions:   "Notwithstanding anything to the contrary contained in this Lease, the   Notice address for Landlord and the address for payment of Rent shall be   as follows, until written notice of a change in address is issued to Tenant:   Notices and Rent Payment:   McKnight Cranberry III, LP   310 Grant Street, Suite 2400   Pittsburgh, PA 15219   A1tn: McKnight Property Management   With a copy of Notices to:   McKnight Cranberry III, LP   310 Grant Street, Suite 2500   Pittsburgh, PA 15219   Attn: McKnight Realty Partners, Legal Counsel   14. Anti-Terrorism Provision. Landlord and Tenant agree as follows with regard to   this Fourth Amendment and the Lease:   "ANTI TERRORISM PROVISION:   11    





 







(a) Landlord and Tenant certify, each to the other, that to their   knowledge:   (i) It is not in violation of any Anti-Terrorism Law;   (ii) It is not, as of the date hereof:   (1) conducting any business or engaging in any transaction or dealing   with any Prohibited Person, including the making or receiving of any   contribution of funds, goods or services to or for the benefit of any   Prohibited Person;   (2) dealing in, or otherwise engaging in any transaction relating to, any   property or interests in property blocked pursuant to Executive Order No.   13224; or   (iii) engaging in or conspiring to engage in any transaction that evades   or avoids, or has the purpose of evading or avoiding, or attempts to violate   any of the prohibitions set forth in, any Anti-Terrorism Law; and   (iv) It, nor any of its officers, directors, shareholders or members, as   applicable, is a Prohibited Person; provided, however this paragraph shall   not apply to any person to the extent that such person's interest in the   Tenant is through a U.S. Publicly-Traded Entity. As used in this Fourth   Amendment, U.S. Publicly-Traded Entity means a person, other than an   individual, whose securities are listed on a national securities exchange, or   quoted on an automated quotation system, in the United ·States, or a   wholly-owned subsidiary of such a person ("U.S. Publicly-Traded   Entity").   (b) Tenant hereby agrees to defend, indemnify, and hold harmless   Landlord from and against any and all claims, damages, losses, liabilities   and expenses (including reasonable attorneys' fees and costs) arising from   or related to any breach of the foregoing certification; and Landlord   hereby agrees to defend, indemnify, and hold harmless Tenant from and   against any and all claims, damages, losses, liabilities and expenses   (including attorneys' fees and costs) arising from or related to any breach   of the foregoing certification.   (c) If at any time any of these representations becomes false, then it   shall be considered a material default under this Lease.   As used herein, "Anti-Terrorism Law" is defined as any law relating to   terrorism, anti-terrorism, money-laundering or anti-money laundering   activities, including without limitation the United States Bank Secrecy   12    





 







Act, the United States Money Laundering Control Act of 1986, Executive   Order No. 13224, and Title 3 of the USA Patriot Act, and any regulations   promulgated under any of them. As used herein "Executive Order No.   13224" is defined as Executive Order No. 13224 on Terrorist Financing   effective September 24,2001, and relating to "Blocking Property and   Prohibiting Transactions With Persons Who Commit, Threaten to   Commit, or Support Terrorism", as may be amended from time to time.   "Prohibited Person" is defined as (i) a person or entity that is listed in the   Annex to Executive Order No. 13224, or a person or entity owned or   controlled by an entity that is listed in the Annex to Executive Order No.   13224; (ii) a person or entity with whom Landlord is prohibited from   dealing or otherwise engaging in any transaction by any Anti-Terrorism   Law; or (iii) a person or entity that is named as a "specially designated   national and blocked person" on the most current list published by the   U.S. Treasury Department Office of Foreign Assets Control at its official   website, hrtp:llwww.treas.gov/ofac/t11sdn.pdfor at any replacement   website or other official publication of such list. "USA Patriot Act" is   defined as the "Uniting and Strengthening America by Providing   Appropriate Tools Required to Intercept and Obstruct Terrorism Act of   2001" (Public Law 107-56), as may be amended from time to time."   15. Brokers. Tenant was represented in the transaction evidenced by this Fourth   Amendment by Newmark Grubb Knight Frank, a licensed real estate broker.   Landlord also was represented in the transaction evidenced by this Fourth   Amendment by CBRE. Landlord shall be solely responsible for paying the   commission or fee owed to Newmark Grubb Knight Frank in accordance with a   mutually acceptable separate commission agreement between Landlord and   Newmark Grubb Knight Frank. Each party to this Fourth Amendment shall   indemnify, defend and hold harmless the other party from and against any and all   claims asserted against such other indemnified party by any other real estate   broker, finder or intermediary claiming representation of the indemnifying party   (excluding, with regard to Tenant, Newmark Grubb Knight Frank and CBRE) in   connection with this Fourth Amendment.   16. Termination of Guaranty and Release of Guarantor. In consideration of this   Fourth Amendment and upon the Change of Control Effective Date Landlord   agrees that the Guaranty shall be rendered null and void and of no further force or   effect, and that Guarantor shall be released of all obligations and duties owing to   Landlord, or to be performed by Guarantor, pursuant to the Guaranty.   17. Effect. All other terms, conditions, covenants, agreements and provisions   contained in the Lease that are not revised by or in conflict with the terms of this   Fourth Amendment shall remain in full force and effect and are hereby ratified   and confirmed by Landlord and Tenant to the extent consistent with this Fourth   Amendment.   13    





 







18. No Offer. The submission of this Fourth Amendment to Tenant or its broker or   other agent does not constitute an offer. This Fourth Amendment shall have no   force or effect until: (a) it is executed and delivered by Tenant to Landlord; and   (b) it is executed and delivered by Landlord to Tenant.   IN WITNESS WHEREOF, Landlord and Tenant have caused this Fourth Amendment to   be executed as of the date first written above.   LANDLORD:   MCKNIGHT CRANBERRY III, L.P.   By: McKnight Cranberry III GP, LLC,   General Partner   By: (~---   WiiiiaII1c:RUdOiPanaging Member   TENANT:   ATTEST MCKESSON AUTOMATION INC.,   a Pennsylvania corporation   By: _   (Please print name and title)   By: Lt-J.1PL ~   Nelll1. EOI1tY' II?at>h'02/J(e AfJd zr   (Please print name and title)   14