Exhibit 10.3


 


 


 


 


 


 


 


 


 


 


PENNSYLVANIA


FULL SERVICE LEASE


 


 


353
ASSOCIATES


 


Landlord


 


and


 


GMH CAPITAL PARTNERS COMMERCIAL
REALTY SERVICES, LP


GMH CAPITAL PARTNERS ASSET SERVICES,
LP


GMH PHILADELPHIA BARRAGE, LLC


GMH CONSTRUCTION COMPANY, INC.


GMH ASSOCIATES, INC.


 


 


Tenant


 


 


 


10 Campus Boulevard


Newtown Square, PA 19073


 


 


 


 


 


 


 





















 


TABLE OF CONTENTS


 


 


	
  1.

  	
  SUMMARY OF DEFINED TERMS

  	
   

  
	
  2.

  	
  PREMISES

  	
   

  
	
  3.

  	
  TERM

  	
   

  
	
  4.

  	
  CONSTRUCTION BY LANDLORD

  	
   

  
	
  5.

  	
  FIXED RENT; SECURITY
  DEPOSIT

  	
   

  
	
  6.

  	
  INTENTIONALLY OMITTED

  	
   

  
	
  7.

  	
  ELECTRICITY,
  TELEPHONE & INTERNET CHARGES

  	
   

  
	
  8.

  	
  SIGNS;
  USE OF PREMISES AND COMMON AREAS

  	
   

  
	
  9.

  	
  ENVIRONMENTAL MATTERS

  	
   

  
	
  10.

  	
  TENANT’S ALTERATIONS

  	
   

  
	
  11.

  	
  CONSTRUCTION LIENS

  	
   

  
	
  12.

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  
	
  13.

  	
  LANDLORD’S RIGHT OF ENTRY

  	
   

  
	
  14.

  	
  REPAIRS AND MAINTENANCE

  	
   

  
	
  15.

  	
  INSURANCE; SUBROGATION RIGHTS

  	
   

  
	
  16.

  	
  INDEMNIFICATION

  	
   

  
	
  17.

  	
  QUIET ENJOYMENT

  	
   

  
	
  18.

  	
  FIRE DAMAGE

  	
   

  
	
  19.

  	
  SUBORDINATION; RIGHTS OF MORTGAGEE

  	
   

  
	
  20.

  	
  CONDEMNATION

  	
   

  
	
  21.

  	
  ESTOPPEL CERTIFICATE

  	
   

  
	
  22.

  	
  DEFAULT

  	
   

  
	
  23.

  	
  LANDLORD’S LIEN

  	
   

  
	
  24.

  	
  LANDLORD’S
  REPRESENTATIONS AND WARRANTIES

  	
   

  



 


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  25.

  	
  SURRENDER

  	
   

  
	
  26.

  	
  RULES AND REGULATIONS

  	
   

  
	
  27.

  	
  GOVERNMENTAL REGULATIONS

  	
   

  
	
  28.

  	
  NOTICES

  	
   

  
	
  29.

  	
  BROKERS

  	
   

  
	
  30.

  	
  CHANGE OF BUILDING/PROJECT NAME

  	
   

  
	
  31.

  	
  LANDLORD’S LIABILITY

  	
   

  
	
  32.

  	
  AUTHORITY

  	
   

  
	
  33.

  	
  NO OFFER

  	
   

  
	
  34.

  	
  RENEWAL

  	
   

  
	
  35.

  	
  INTENTIONALLY OMITTED

  	
   

  
	
  36.

  	
  TENANT FINANCIAL
  INFORMATION

  	
   

  
	
  37.

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
  38.

  	
  WAIVER OF TRIAL BY JURY

  	
   

  
	
  39.

  	
  CONSENT TO JURISDICTION

  	
   

  



 


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LEASE


 


THIS LEASE (“Lease”)
is entered into as of the 2nd day of November, 2004, between 353 ASSOCIATES, a Pennsylvania limited partnership (“Landlord”),
and GMH CAPITAL PARTNERS COMMERCIAL REALTY SERVICES, LP, a Delaware limited
partnership, GMH CAPITAL PARTNERS ASSET SERVICES, LP, a Delaware limited
partnership, GMH PHILADELPHIA BARRAGE, LLC, a Delaware limited liability
company, GMH CONSTRUCTION COMPANY, INC., a Florida corporation, and GMH
ASSOCIATES, INC., a Pennsylvania corporation (collectively referred to herein
as “Tenant”).


 


WITNESSETH


 


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


 


1.             SUMMARY OF
DEFINED TERMS.


 


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


 


(a)           “Building”:  The Building located at 10 Campus Boulevard,
Newtown Square, Pennsylvania.


(b)           “Project”:  The Building, the land and all other
improvements located at 10 Campus Boulevard, Newtown Square, Pennsylvania.


(c)           “Premises”:  A portion of the Building which the parties
stipulate and agree is a 9,697 rentable square foot portion of the first floor
of the Building.


(d)           “Term”:  From the Commencement Date for a period of 60
months, ending on the last calendar day of the month.


(e)           “Fixed Rent”:


	
  LEASE YEAR

  	
  PER
  R.S.F.

  	
  MONTHLY INSTALLMENTS

  	
  ANNUAL
  FIXED RENT

  
	
  Months 1-60

  	
  $25.00

  	
  $20,202.08

  	
  $242,425.00

  



 


(f)            “Security Deposit”:  $0.


(g)           Intentionally
Omitted.


(h)           “Rentable Area”:
Premises   9,697 sq. ft.


 


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


 


(j)            “Tenant’s Broker”:  None


 


(k)           “Notice Address/Contact”


 


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  Tenant:

  	
  GMH CAPITAL
  PARTNERS COMMERCIAL REALTY SERVICES, LP

  GMH CAPITAL PARTNERS ASSET SERVICES, LP

  GMH PHILADELPHIA BARRAGE, LLC

  GMH CONSTRUCTION COMPANY, INC.

  GMH ASSOCIATES, INC.
10 Campus Boulevard

  Newtown Square, PA 19073
Attn: Joseph M. Macchione

  Fax No.: 610-355-8480

  E-Mail: jmacchione@gmh-inc.com

  
	
   

  	
   

  	
   

  
	
   

  	
  Landlord:

  	
  353 ASSOCIATES
c/o GMH Communities, LP

  10 Campus Boulevard

  Newtown Square, PA 19073
Attn: Joseph M. Macchione

  Fax No.: 610-355-8480

  E-Mail: jmacchione@gmh-inc.com

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
  Morgan Lewis
  & Bockius LLP

  1701 Market Street

  Philadelphia, PA 19103

  Attn:  Richard J. Sabat

  Fax No.: 877-432-9652

  E-Mail: rsabat@morganlewis.com

  



 


(l)            “Tenant’s North American
Industry Classification Number”: 531210


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


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


2.             PREMISES.


 


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


 


3.             TERM.


 


                The Term of this Lease shall commence (the “Commencement
Date”) on November 2, 2004.  The Term
shall expire on November 1, 2009.


 


4.             CONSTRUCTION BY LANDLORD.  Landlord shall not perform any work to the
Premises.  Tenant shall accept the
Premises in as-is condition.


 


5.             FIXED RENT; SECURITY DEPOSIT.


 


(a)   Tenant shall pay to Landlord without notice
or demand, and without set-off, the annual Fixed Rent payable in the monthly
installments of Fixed Rent as set forth in Article 1(e), in advance on
the first day of each calendar month during the Term by check sent to Landlord
at the address provided for in Section 1(k) of this Lease.  Notwithstanding the immediately preceding
sentence, the first full month’s installment and the Security Deposit shall 


 


4





















 


be paid upon the execution of this Lease by Tenant by two separate checks.


 


(b)   In the event any Fixed Rent or Additional
Rent, charge, fee or other amount due from Tenant under the terms of this Lease
are not paid to Landlord when due, Tenant shall also pay as Additional Rent a
service and handling charge equal to ten (10%) percent of the total payment
then due.  The aforesaid late fee shall
begin to accrue on the initial date of a payment due date, irrespective of any
grace period granted hereunder.  This
provision shall not prevent Landlord from exercising any other remedy herein
provided or otherwise available at law or in equity in the event of any default
by Tenant.


 


(c)    Tenant shall be required to
pay a Security Deposit of $0 under this Lease.


 


6.             INTENTIONALLY OMITTED.


 


7.             ELECTRICITY, TELEPHONE AND INTERNET CHARGES.  Charges for normal electricity usage, phone,
internet and cable services for the Premises is included in the Fixed
Rent.  Landlord shall not be liable for
any interruption or delay in electric or any other utility service for any
reason unless caused by the gross negligence or willful misconduct of Landlord
or its agents. Landlord shall have the right to change the electric and other
utility providers to the Project or Building at any time.  In the event Tenant uses more electricity
than the average office tenant occupying similar space, as determined in
Landlord’s sole, reasonable judgment, Landlord shall have the right to bill
Tenant for such additional costs as Additional Rent as Landlord may determine
in Landlord’s sole and reasonable judgment.


 


8.             SIGNS;
USE OF PREMISES AND COMMON AREAS.


 


(a)   Landlord shall provide
Tenant with standard identification signage on all Building directories.  No other signs shall be placed, erected or
maintained by Tenant at any place upon the Premises, Building or Project.


 


(b)   Tenant may use and occupy the Premises only
for the express and limited purposes stated in Article 1(i) above; and
the Premises shall not be used or occupied, in whole or in part, for any other
purpose without the prior written consent of Landlord; provided that Tenant’s
right to so use and occupy the Premises shall remain expressly subject to the
provisions of “Governmental Regulations”, Article 28 herein.  No machinery or equipment shall be permitted
that shall cause vibration, noise or disturbance beyond the Premises. Tenant,
without Landlord’s consent or direction, shall not “vacate” the Premises at any
time during the Term, nor permit the Premises to remain unoccupied.  “Vacate” shall be defined as Tenant’s ceasing
to use the Premises for its Permitted Use or the removal of substantially all
of its furniture and equipment and personal property from the Premises.


 


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


 


(d)   Tenant shall not install in or for the
Premises, without Landlord’s prior written approval, any equipment which
requires more electric current than Landlord is required to provide under this
Lease, and Tenant shall ascertain from Landlord the maximum amount of load or
demand for or use of electrical current which can safely be permitted in and
for the Premises, taking into account the capacity of electric wiring in the
Building and the Premises and the needs of Building common areas (interior and
exterior) and the requirements of other tenants of the Building, Tenant and
shall not in any event connect a greater load than such safe capacity.


 


(e)   Tenant shall not commit or
suffer any waste upon the Premises, Building or Project or any nuisance, or do
any other act or thing which may disturb the quiet enjoyment of any other
tenant in the Building or Project.


 


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(f)    Tenant shall have the
right, non-exclusive and in common with others, to use the exterior paved
driveways and walkways of the Building for vehicular and pedestrian access to
the Building.  Tenant shall also have the
right, in common with other tenants of the Building and Landlord, to use the
designated parking areas of the Project for the parking of automobiles of
Tenant and its employees and business visitors, incident to Tenant’s permitted
use of the Premises; provided that Landlord shall have the right to restrict or
limit Tenant’s utilization of the parking areas in the event the same become
overburdened and in such case to equitably allocate on proportionate basis or
assign parking spaces among Tenant and the other tenants of the Building.


 


9.             ENVIRONMENTAL MATTERS.


 


(a)   Hazardous Substances.


 


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


 


(ii)           Tenant may bring to and use at the
Premises hazardous substances incidental to its normal business operations
under the NAI Code referenced in article 1(m) above in the quantities reasonably
required for Tenant’s normal business consistent with its occupancy pursuant to
the Prior Leases and in accordance with Applicable Environmental Laws.  Tenant shall store and handle such substances
in strict accordance with Applicable Environmental Laws.  From time to time promptly following a
request to Landlord, Tenant shall provide Landlord with documents identifying
the hazardous substances stored or used by Tenant on the Premises and
describing the chemical properties of such substances and such other
information reasonably requested by Landlord or Tenant.  Prior to the expiration or sooner termination
of this Lease, Tenant shall remove all hazardous substances from the Premises
and shall provide Landlord with an inspection report from an independent
environmental engineer certifying that the Premises and the land surrounding
the Premises are free of contamination from hazardous substances and hazardous
wastes.  The provisions of this paragraph
shall be personal to Tenant and, in the event Tenant ceases to occupy the
Premises, Landlord’s approval to store and use hazardous substances shall
automatically terminate.


 


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


 


(b)   NAI Numbers.


 


(i)            Tenant represents and warrants that
Tenant’s NAI number as designated in the North American Industry Classification
System Manual prepared by the Office of Management and Budget, and as 


 


6





















 


set forth in Article 1(l) hereof, is correct.  Tenant represents that the specific
activities intended to be carried on in the Premises are in accordance with
Article 1(i).


 


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


 


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


 


(iv)          In addition, upon written notice of
Landlord, Tenant shall cooperate with Landlord in obtaining Applicable
Environmental Laws approval of any transfer of the Buildings.  Specifically in that regard, Tenant agrees
that it shall (1) execute and deliver all affidavits, reports, responses to
questions, applications or other filings required by Landlord and related to
Tenant’s activities at the Premises, (2) allow inspections and testing of the
Premises during normal business hours, and (3) as respects the Premises,
perform any requirement reasonably required by Landlord necessary for the
receipt of approvals under Applicable Environmental Laws, provided the
foregoing shall be at no out-of-pocket cost or expense to Tenant except for
clean-up and remediation costs arising from Tenant’s violation of this Article
9.


 


(c)   Additional Terms.


 


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


 


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


 


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


 


10.           TENANT’S ALTERATIONS.


 


                                Tenant
will not cut or drill into or secure any fixture, apparatus or equipment or
make alterations, improvements or physical additions (collectively, “Alterations”)
of any kind to any part of the Premises without first obtaining the written
consent of Landlord, such consent not to be unreasonably withheld.  Alterations shall, at Landlord’s option, be
done by Landlord at Tenant’s sole cost and expense.  Landlord’s consent shall not be required for
(i) the installation of any office equipment including internal partitions
which do not require disturbance of any structural elements or systems within
the Building or (ii) minor work, including decorations, which does not require
disturbance of any structural elements or systems within the Building and which
costs in the aggregate less than $5,000. 
If no approval is required or if Landlord approves Tenant’s Alterations
and agrees to permit Tenant’s contractors to do the work, Tenant, prior to the
commencement of labor or supply of any materials, must furnish to Landlord (i)
a duplicate or original policy or certificates of insurance evidencing (a)
general public liability insurance for personal injury and property damage in
the minimum amount of $3,000,000.00 combined single limit, (b) statutory
workman’s compensation insurance, and (c) employer’s liability insurance from
each contractor to be employed (all such policies shall be non-cancelable
without thirty (30) days prior written notice to Landlord and shall be in
amounts and with companies satisfactory to Landlord); (ii) construction
documents prepared and sealed by a registered Pennsylvania architect if such
alteration causes the aggregate of all Alterations to be in excess of $10,000;
(iii) all applicable building permits required by law; and (iv) an executed,
effective Waiver of Mechanics 


 


7





















 


Liens from such contractors and all sub-contractors in states allowing
for such waivers or the cost of such alteration must be bonded by Tenant.  Any approval by Landlord permitting Tenant to
do any or cause any work to be done in or about the Premises shall be and
hereby is conditioned upon Tenant’s work being performed by workmen and
mechanics working in harmony and not interfering with labor employed by
Landlord, Landlord’s mechanics or their contractors or by any other tenant or
their contractors.  If at any time any of
the workmen or mechanics performing any of Tenant’s work shall be unable to
work in harmony or shall interfere with any labor employed by Landlord, other
tenants or their respective mechanics and contractors, then the permission granted
by Landlord to Tenant permitting Tenant to do or cause any work to be done in
or about the Premises, may be withdrawn by Landlord upon forty-eight (48) hours
written notice to Tenant.


 


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


 


11.           CONSTRUCTION LIENS.


 


(a)   Tenant will not suffer or
permit any contractor’s, subcontractor’s or supplier’s lien (a “Construction
Lien”) to be filed against the Premises or any part thereof by reason of work,
labor services or materials supplied or claimed to have been supplied to
Tenant; and if any Construction Lien shall at any time be filed against the
Premises or any part thereof, Tenant, within ten (10) days after notice of the
filing thereof, shall cause it to be discharged of record by payment, deposit,
bond, order of a court of competent jurisdiction or otherwise. If Tenant shall
fail to cause such Construction Lien to be discharged within the period
aforesaid, then in addition to any other right or remedy, Landlord may, but
shall not be obligated to, discharge it either by paying the amount claimed to
be due or by procuring the discharge of such lien by deposit or by bonding
proceedings. Any amount so paid by Landlord, plus all of Landlord’s costs and
expenses associated therewith (including, without limitation, reasonable legal
fees), shall constitute Additional Rent payable by Tenant under this Lease and
shall be paid by Tenant to Landlord on demand with interest from the date of
advance by Landlord at the Default Rate.


 


(b)   Nothing in this Lease, or in
any consent to the making of alterations or improvements shall be deemed or
construed in any way as constituting authorization by Landlord for the making
of any alterations or additions by Tenant within the meaning of 49 P.S.
Sections 1101-1902, as amended, or under the Contractor and Subcontractor
Payment Act or any amendment thereof, or constituting a request by Landlord,
express or implied, to any contractor, subcontractor or supplier for the
performance of any labor or the furnishing of any materials for the use or
benefit of Landlord.


 


12.           ASSIGNMENT AND SUBLETTING.


 


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


 


8





















 


Landlord.


 


(b)           If at any time or from time to time
during the term of this Lease Tenant desires to assign this Lease or sublet all
or any part of the Premises, Tenant shall give notice to Landlord of such
desire, including the name, address and contact party for the proposed assignee
or subtenant, a description of such party’s business history, the effective
date of the proposed assignment or sublease (including the proposed occupancy
date by the proposed assignee or sublessee), and in the instance of a proposed
sublease, the square footage to be subleased, a floor plan professionally drawn
to scale depicting the proposed sublease area, 
and a statement of the duration of the proposed sublease (which shall in
any and all events expire by its terms prior to the scheduled expiration of
this Lease, and immediately upon the sooner termination hereof).   Landlord may, at its option, and in its sole
and absolute discretion, exercisable by notice given to Tenant within sixty
(60) days next following Landlord’s receipt of Tenant’s notice (which notice
from Tenant shall, as a condition of its effectiveness, include all of the
above-enumerated information), elect to recapture the Premises if Tenant is
proposing to sublet or assign the Premises or such portion as is proposed by
Tenant to be sublet (and in each case, the designated and non-designated
parking spaces included in this demise, or a pro-rata portion thereof in the
instance of the recapture of less than all of the Premises), and terminate this
Lease with respect to the space being recaptured.


 


(c)           If Landlord elects
to recapture the Premises or a portion thereof as aforesaid, then from and
after the effective date thereof as approved by Landlord, after Tenant shall
have fully performed such obligations as are enumerated herein to be performed
by Tenant in connection with such recapture, and except as to obligations and
liabilities accrued and unperformed (and any other obligations expressly stated
in this Lease to survive the expiration or sooner termination of this Lease),
Tenant shall be released of and from all lease obligations thereafter otherwise
accruing with respect to the Premises (or such lesser portion as shall have
been recaptured by Landlord).  The
Premises, or such portion thereof as Landlord shall have elected to recapture,
shall be delivered by Tenant to Landlord free and clear of all furniture,
furnishings, personal property and removable fixtures, with Tenant repairing and
restoring any and all damage to the Premises resulting from the installation,
handling or removal thereof, and otherwise in the same condition as Tenant is,
by the terms of this Lease, required to redeliver the Premises to Landlord upon
the expiration or sooner termination of this Lease.  Upon the completion of any recapture and
termination as provided herein, Tenant’s Fixed Rent and other monetary
obligations hereunder shall be adjusted pro-rated based upon the reduced
rentable square footage then comprising the Premises.


 


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


 


For purposes of
this Section 12(d), and without limiting the basis upon which Landlord may
withhold its consent to any proposed assignment or sublease, the parties agree
that it shall not be unreasonable for Landlord to withhold its consent to such
assignment or sublease if: (i) the proposed assignee or sublessee shall have a
net worth which is not acceptable to Landlord in Landlord’s reasonable
discretion; (ii) the proposed assignee or sublessee shall have no reliable
credit history or an unfavorable credit history, or other reasonable evidence
exists that the proposed assignee or sublessee will experience  difficulty in satisfying its financial or
other obligations under this Lease; 
(iii) the proposed assignee of sublessee, in Landlord’s reasonable opinion,
is not reputable and of good character; (iv) the portion of the Premises
requested to be subleased renders the balance of the Premises unleasable as a
separate area; (v) Tenant is proposing a sublease at a rental or subrental rate
which is less than the then fair 


 


9





















 


market rental rate for the portion of the Premises being subleased or
assigned, or Tenant is proposing to assign or sublease to an existing tenant of
the Building or another property owned by Landlord or by its partners, or to
another prospect with whom Landlord or its partners, or their affiliates are
then negotiating; (vi) the proposed assignee or sublessee will cause Landlord’s
existing parking facilities to be reasonably inadequate, or in violation of
code requirements, or require Landlord to increase the parking area or the
number of parking spaces to meet code requirements, or the nature of such party’s
business shall reasonably require more than four (4) parking spaces per 1,000
rentable square feet of floor space, or (vii) the nature of such party’s
proposed business operation would or might reasonably permit or require the use
of the Premises in a manner inconsistent with the “Permitted Use” specified
herein, would or might reasonably otherwise be in conflict with express
provisions of this Lease,  would or might
reasonably violate the terms of  any
other lease for the Building, or would, in Landlord’s reasonable judgement,
otherwise be incompatible with other tenancies in the Building.


 


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


 


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


 


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


 


(h)           In connection with each proposed
assignment or subletting of the Premises by Tenant, Tenant shall pay to
Landlord (i) an administrative fee of $250 per request (including requests for
non-disturbance agreements and Landlord’s or its lender’s waivers) in order to
defer Landlord’s administrative expenses arising from such request, plus (ii)
Landlord’s reasonable attorneys’ fees.


 


(i)            Tenant may, after notice to, but
without the consent of Landlord, assign this Lease to an affiliate (i.e., a
corporation 50% or more of whose capital stock is owned by the same stockholders
owning 50% or more of Tenant’s capital stock), parent or subsidiary corporation
of Tenant or to a corporation to which it sells or assigns all of substantially
all of its assets or stock or with which it may be consolidated or merged (“Affiliate”),
provided such purchasing, consolidated, merged, affiliated or subsidiary
corporation shall, in writing, assume and agree to perform all of the
obligations of Tenant under this Lease, shall have a net worth at least equal
to $10,000,000, and it shall
deliver such assumption with a copy of such assignment to Landlord within ten
(10) days thereafter, and provided further that Tenant shall not be released or
discharged from any liability under this Lease by reason of such assignment.


 


(j)            Anything in this Article 12
to the contrary notwithstanding, no assignment or sublease 


 


10





















 


shall be permitted under this Lease if Tenant is in
default at the time of such assignment or has previously defaulted
(irrespective of the fact that Tenant cured such default) more than twice in
connection with any of its monetary obligations under this Lease and such
monetary defaults aggregate in excess of $20,000.


 


13.           LANDLORD’S RIGHT OF ENTRY.


 


                Landlord and
persons authorized by Landlord may enter the Premises at all reasonable times
upon reasonable advance notice (except in the case of an emergency in which
case no prior notice is necessary) for the purpose of inspections, repairs,
alterations to adjoining space, appraisals, or other reasonable purposes;
including enforcement of Landlord’s rights under this Lease.  Landlord shall not be liable for
inconvenience to or disturbance of Tenant by reason of any such entry;
provided, however, that in the case of repairs or work, such shall be done, so
far as practicable, so as to not unreasonably interfere with Tenant’s use of
the Premises.  Provided, however, that
such efforts shall not require Landlord to use overtime labor unless Tenant
shall pay for the increased costs to be incurred by Landlord for such overtime
labor.  Landlord also shall have the
right to enter the Premises at all reasonable times after giving prior oral
notice to Tenant, to exhibit the Premises to any prospective purchaser and/or mortgagee.   Landlord also shall have the right to enter
the Premises at all reasonable times after giving prior oral notice to Tenant,
to exhibit the Premises to any prospective tenants.


 


14.           REPAIRS AND MAINTENANCE.


 


(a)           Except as specifically otherwise
provided in subparagraphs (b) and (c) of this Article, Tenant, at its sole cost
and expense and throughout the Term of this Lease, shall keep and maintain the
Premises in good order and condition (reasonable wear and tear excepted), free
of accumulation of dirt and rubbish. 
Landlord shall, upon written notice from Tenant, promptly make all
repairs to the Premises (except for any Alterations made by Tenant to the Base
Building Specifications) necessary to keep and maintain such good order and
condition and shall charge Tenant by invoice for the cost of such repairs at
Landlord’s standard rates (such rate to be competitive with the market rate for
such services).  Such charges shall be
considered Additional Rent and shall be payable by Tenant within thirty (30)
days of delivery of an invoice.  When
used in this Article 14, the term “repairs” shall include replacements
and renewals when necessary.


 


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


 


(c)           Landlord shall maintain all HVAC
systems, plumbing and electric systems serving the Building and the Premises.


 


(d)           Landlord, throughout the Term of this
Lease, shall make all necessary repairs to the Building outside of the Premises
and the common areas, including the roof, walls, exterior portions of the
Premises and the Building, utility lines, equipment and other utility
facilities in the Building, which serve more than one tenant of the Building,
and to any driveways, sidewalks, curbs, loading, parking and landscaped areas,
and other exterior improvements for the Building; provided, however, that
Landlord shall have no responsibility to make any repairs unless and until Landlord
receives written notice of the need for such repair or Landlord has actual
knowledge of the need to make such repair.


 


(e)           Landlord shall keep and maintain all
common areas appurtenant to the Building and any sidewalks, parking areas,
curbs and access ways adjoining the Property in a clean and orderly condition,
free of accumulation of dirt, rubbish, snow and ice, and shall keep and
maintain all landscaped areas in a neat and orderly condition.


 


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


 


11





















 


extent of insurance proceeds received by Landlord.


 


(g)           Landlord shall provide Tenant with
janitorial services for the Premises Monday through Friday of each week in
accordance with guidelines as may be set forth by Landlord from time to time.


 


15.           INSURANCE; SUBROGATION RIGHTS.


 


(a)           Tenant shall obtain and keep in force
at all times during the term hereof, at its own expense, commercial general
liability insurance including contractual liability and personal injury
liability and all similar coverage, with combined single limits of
$1,000,000.00 on account of bodily injury to or death of one or more persons as
the result of any one accident or disaster and on account of damage to
property, or in such other amounts as Landlord may from time to time
require.  Tenant shall also require its
movers to procure and deliver to Landlord a certificate of insurance naming
Landlord as an additional insured.


 


(b)           All liability insurance required
hereunder shall not be subject to cancellation without at least thirty
(30) days prior notice to all insureds, and shall name Landlord and Tenant as
insureds, as their interests may appear, and, if requested by Landlord, shall
also name as an additional insured any mortgagee or holder of any mortgage
which may be or become a lien upon any part of the Premises.  Prior to the commencement of the Term, Tenant
shall provide Landlord with certificates which evidence that the coverages
required have been obtained for the policy periods.  Tenant shall also furnish to Landlord
throughout the term hereof replacement certificates at least thirty (30) days
prior to the expiration dates of the then current policy or policies.  All the insurance required under this Lease
shall be issued by insurance companies authorized to do business in the
Commonwealth of Pennsylvania with a financial rating of at least an A-X as
rated in the most recent edition of Best’s Insurance Reports and in business
for the past five years.  The limit of any
such insurance shall not limit the liability of Tenant hereunder.  If Tenant fails to procure and maintain such
insurance, Landlord may, but shall not be required to, procure and maintain the
same, at Tenant’s expense to be reimbursed by Tenant as Additional Rent within
ten (10) days of written demand.  Any
deductible under such insurance policy or self-insured retention under such
insurance policy in excess of Twenty Five Thousand ($25,000) must be approved
by Landlord in writing prior to issuance of such policy.  Tenant shall not self-insure without Landlord’s
prior written consent.   The policy
limits set forth herein shall be subject to periodic review, and Landlord
reserves the right to require that Tenant increase the liability coverage
limits if, in the reasonable opinion of Landlord, the coverage becomes
inadequate or is less than commonly maintained by tenants of similar buildings
in the area making similar uses.


 


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


 


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


 


16.           INDEMNIFICATION.


 


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


 


12





















 


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


 


17.           QUIET ENJOYMENT.


 


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


 


18.           FIRE DAMAGE.


 


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


 


(b)   Notwithstanding the
foregoing, if (i) the damage is of a nature or extent that, in Landlord’s
reasonable judgment (to be communicated to Tenant within sixty (60) days from
the date of the casualty), the repair and restoration work would require more
than two hundred ten (210) consecutive days to complete after the casualty
(assuming normal work crews not engaged in overtime), or (ii) if more than
thirty (30%) percent of the total area of the Building is extensively damaged,
or (iii) the casualty occurs in the last Lease Year of the Term and Tenant has
not exercised a renewal right, either party shall have the right to terminate
this Lease and all the unaccrued obligations of the parties hereto, by sending
written notice of such termination to the other within ten (10) days of Tenant’s
receipt of the notice from Landlord described above.  Such notice is to specify a termination date
no less than fifteen (15) days after its transmission.


 


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


 


(d)   In the event Landlord has
not completed restoration of the Premises within two hundred ten (210) days
from the date of casualty (subject to delay due to weather conditions,
shortages of labor or materials or other reasons beyond Landlord’s control,
Tenant may terminate this Lease by written notice to Landlord within thirty
(30) business days following the expiration of such 210 day period (as extended
for reasons beyond Landlord’s control as provided above) unless, within thirty
(30) business days following receipt of such notice, Landlord has substantially
completed such restoration and delivered the Premises to Tenant for
occupancy.  Notwithstanding the
foregoing, in the event Tenant is responsible for the aforesaid casualty,
Tenant shall not have the right to terminate 


 


13





















 


this Lease if Landlord is willing to rebuild and
restore the Premises.


 


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


 


19.           SUBORDINATION; RIGHTS OF MORTGAGEE.


 


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


 


(b)           In the event Landlord shall be or is
alleged to be in default of any of its obligations owing to Tenant under this
Lease, Tenant agrees to give to the holder of any mortgage (collectively the “Mortgagee”)
now or hereafter placed upon the Premises, Building and/or Project, notice by
overnight mail of any such default which Tenant shall have served upon
Landlord, provided that prior thereto Tenant has been notified in writing (by
way of Notice of Assignment of Rents and/or Leases or otherwise in writing to
Tenant) of the name and addresses of any such Mortgagee.  Tenant shall not be entitled to exercise any
right or remedy as there may be because of any default by Landlord without
having given such notice to the Mortgagee, if required to do so; and Tenant
further agrees that if Landlord shall fail to cure such default the Mortgagee
shall have thirty (30) additional days (measured from the later of the date on
which the default should have been cured by Landlord or the Mortgagee’s receipt
of such notice from Tenant), within which to cure such default, provided that
if such default be such that the same could not be cured within such period and
Mortgagee is diligently pursuing the remedies necessary to effectuate the cure
(including but not limited to foreclosure proceedings if necessary to
effectuate the cure); then Tenant shall not exercise any right or remedy as
there may be arising because of Landlord’s default, including but not limited
to, termination of this Lease as may be expressly provided for herein or
available to Tenant as a matter of law, if the Mortgagee either has cured the
default within such time periods, or as the case may be, has initiated the cure
of same within such period and is diligently pursuing the cure of same as
aforesaid.


 


20.           CONDEMNATION.


 


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


 


14





















 


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


 


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


 


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


 


21.           ESTOPPEL CERTIFICATE.


 


(a)   Each party agrees at any
time and from time to time, within ten (10) days after the other party’s
written request, to execute, acknowledge and deliver to the other party a
written instrument in recordable form certifying all information reasonably
requested, including but not limited to, the following: that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that it is in full force and effect as modified and stating the modifications),
the Commencement Date, the expiration date of this Lease, the square footage of
the Premises, the rental rates applicable to the Premises, the dates to which
Rent, Additional Rent, and other charges have been paid in advance, if any, and
stating whether or not to the best knowledge of the party signing such
certificate, the requesting party is in default in the performance of any
covenant, agreement or condition contained in this Lease and, if so, specifying
each such default of which the signer may have knowledge.  It is intended that any such certification
and statement delivered pursuant to this Article may be relied upon by any
prospective purchaser of the Project or any mortgagee thereof or any assignee
of Landlord’s interest in this Lease or of any mortgage upon the fee of the
Premises or any part thereof.


 


22.           DEFAULT.


 


If:


(a)           Tenant fails to pay any installment
of Fixed Rent or any amount of Additional Rent when due; provided, however,
Landlord shall provide written notice of the failure to pay such Rent and
Tenant shall have a three (3) business day grace period from its receipt of
such Landlord’s notice (facsimile receipt being deemed to be notice hereunder)
within which to pay such Rent without creating a default hereunder.  The late fee set forth in Article 5 hereof
shall be due on the first day after such payment is due irrespective of the
foregoing notice and grace period.   No additional notice shall be
required thereafter and Landlord shall be entitled to immediately exercise its
remedies hereunder if payment is not received during the grace period,


 


(b)           Tenant “vacates” the Premises (other
than in the case of a permitted subletting or assignment) or permits the same
to be unoccupied


 


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


 


15





















 


in Article 11,


 


(d)           Tenant fails to observe or perform
any of Tenant’s other non-monetary agreements or obligations herein contained
within thirty (30) days after written notice specifying the default, or the
expiration of such additional time period as is reasonably necessary to cure
such default not to exceed sixty (60) days after written notice specifying the
default, provided Tenant immediately commences and thereafter proceeds with all
due diligence and in good faith to cure such default,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)           Acceleration of Rent.  By notice to Tenant, Landlord shall have the
right to accelerate all Fixed Rent and all expense installments due hereunder
and otherwise payable in installments over the remainder of the Term, and, at
Landlord’s option, any other Additional Rent to the extent that such Additional
Rent can be determined and calculated to a fixed sum; and the amount of
accelerated rent to the termination date, without further notice or demand for
payment, shall be due and payable by Tenant within five (5) days after Landlord
has so notified Tenant, such amount collected from Tenant shall be discounted
to present value using an interest rate of six percent (6%) per annum.  Additional Rent which has not been included,
in whole or in part, in accelerated rent, shall be due and payable by Tenant
during the remainder of the Term, in the amounts and at the times otherwise
provided for in this Lease.


 


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


 


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


 


16





















 


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


 


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


 


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


 


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


 


(iii)          Notwithstanding anything in this Lease
to the contrary, in the event of a default under this Lease (including the
filing of bankruptcy by or against Tenant), all personal property of Tenant at
the Building, shall become Landlord’s property, shall constitute security of
Tenant’s obligations under this Lease and shall not be removed by Tenant from
the Building.


 


(d)           Landlord’s Damages.


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


(iii)          Landlord may enforce and protect the
rights of Landlord hereunder by a suit or suits in equity or at law for the
specific performance of any covenant or agreement contained herein, and for the
enforcement of any other appropriate legal or equitable remedy, including,
without limitation, injunctive relief, and for recovery of consequential
damages and all moneys due or to become due from Tenant under any of the
provisions of this Lease.


 


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


 


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


 


(f)    Additional Remedies.  In addition to, and not in lieu of any of the
foregoing rights granted to Landlord:


 


(i)            TENANT HEREBY EMPOWERS ANY
PROTHONOTARY, CLERK OF COURT OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR
TENANT IN ANY AND ALL ACTIONS WHICH MAY BE BROUGHT FOR ANY RENT, OR ANY CHARGES
HEREBY RESERVED OR DESIGNATED AS RENT OR ANY OTHER SUM PAYABLE BY TENANT TO
LANDLORD UNDER OR BY REASON OF THIS LEASE (INCLUDING, WITHOUT LIMITATION, ANY
SUM PAYABLE UNDER SUBPARAGRAPHS (a) THROUGH (e) OF THIS ARTICLE 22, AND
TO SIGN FOR TENANT AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION
OR ACTIONS FOR THE RECOVERY OF SAID RENT, CHARGES AND OTHER SUMS, AND IN SAID
SUIT OR IN SAID ACTION OR ACTIONS TO CONFESS JUDGMENT AGAINST TENANT FOR ALL OR
ANY PART OF THE RENT SPECIFIED IN THIS LEASE AND THEN UNPAID INCLUDING, AT
LANDLORD’S OPTION, THE RENT FOR THE ENTIRE UNEXPIRED BALANCE OF THE TERM OF
THIS LEASE, AND ALL OR ANY PART OF ANY OTHER OF SAID CHARGES OR SUMS, AND FOR
INTEREST AND COSTS TOGETHER WITH REASONABLE ATTORNEY’S FEES OF 5%.  SUCH AUTHORITY SHALL NOT BE EXHAUSTED BY ONE
EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME
AS OFTEN AS ANY OF SAID RENT OR SUCH OTHER SUMS, CHARGES, PAYMENTS, COSTS AND
EXPENSES SHALL FALL DUE OR BE IN ARREARS, AND SUCH POWERS MAY BE EXERCISED AS
WELL AFTER THE EXPIRATION OF THE TERM OR DURING ANY EXTENSION OR RENEWAL OF
THIS LEASE.


 


(ii)           WHEN THIS LEASE OR TENANT’S RIGHT OF
POSSESSION SHALL BE TERMINATED BY COVENANT OR CONDITION BROKEN, OR FOR ANY
OTHER REASON, EITHER 


 


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


 


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


 


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


 


(g)           Interest on Damage Amounts.  Any sums payable by Tenant hereunder, which
are not paid after the same shall be due, shall bear interest from that day
until paid at the rate of four (4%) percent over the then Prime Rate as
published daily under the heading “Money Rates” in The Wall Street Journal,
unless such rate be usurious as applied to Tenant, in which case the highest
permitted legal rate shall apply (the “Default Rate”).


 


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


 


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


 


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


 


23.           LANDLORD’S LIEN.


 


In addition to any applicable common law or statutory
lien, none of which are to be deemed waived by Landlord, Landlord shall have,
at all times, and Tenant hereby grants to Landlord, a valid lien and security
interest to secure payment of all rentals and other sums of money becoming due
hereunder from Tenant, and to secure payment of any damages or loss which
Landlord may suffer by reason of the breach by Tenant of any covenant,
agreement or condition contained herein, upon all goods, wares, equipment,
fixtures, furniture, improvements and other personal property of Tenant which
may hereafter be situated on the Premises, and all proceeds therefrom, and such
property shall not be removed therefrom without the consent of Landlord until
all arrearage in Rent as well as any and all other sums of money then due to
Landlord hereunder shall first have been paid and discharged and all the
covenants, agreements and conditions hereof have been fully complied with and
performed by Tenant.  Landlord covenants
and agrees to subordinate the lien granted hereunder to any commercial lender
which Tenant grants a security interest. 
Upon the occurrence of an Event of Default by Tenant, but subject to
Tenant’s lender rights, if any, after the expiration of all stated notice and
cure periods, Landlord may, in addition to any other remedies provided herein,
peaceably enter upon the Premises and take possession of any and all goods,
wares, equipment, fixtures, furniture, improvements and other personal property
of Tenant situated on the Premises, without liability for trespass or
conversion, and sell the same at public or private sale, with or without having
such property at the sale, after giving Tenant reasonable notice of time and
place of any public sale or of the time after which any private sale is to be
made, at which sale Landlord or its assigns may purchase unless otherwise
prohibited by law.  Unless otherwise
provided by law, and without intending to exclude any other manner of giving
Tenant reasonable notice, the requirement of reasonable notice shall be met if
such notice is given in the manner prescribed in Article 28 of this
Lease at least five (5) days before the time of sale.  The proceeds from any such disposition, less
all expenses connected with the taking of possession, holding and selling of
the property (including reasonable attorney’s fees and other expenses), shall
be applied as a credit against the indebtedness secured by the security
interest granted in this Article 23. 
Any surplus shall be paid to Tenant or as otherwise required by law; and
Tenant shall pay any deficiencies forthwith. 
Upon request by Landlord, Tenant agrees to execute and deliver to
Landlord a financing statement in form sufficient to perfect the security
interest of Landlord in the aforementioned property and proceeds thereof under
the provisions of the Uniform Commercial Code in force in the Commonwealth of
Pennsylvania.  Notwithstanding the
foregoing, the parties acknowledge and agree that Tenant’s lender may have
superior rights to the property noted herein. 
After notice by Landlord in accordance with Article 28 hereof,
Tenant shall use its best efforts to obtain, within forty-five (45) days of
such notice, a waiver of all such rights from its lender in this regard, and,
failing to obtain such waiver, that Tenant shall use its best efforts to obtain
from such lender, the right to grant a subordinated lien to Landlord in such
goods, second only to the lien of such lender.


 


24.           LANDLORD’S REPRESENTATIONS AND
WARRANTIES.


 


                                Landlord
represents and warrants to Tenant that: 
(a) Landlord is the owner of the Building and the 


 


20





















 


Project; (b) Landlord has the authority to enter into this Lease and
(c) the person executing this Lease is duly authorized to execute and deliver
this Lease on behalf of Landlord.


 


25.           SURRENDER.


 


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


 


26.           RULES AND REGULATIONS.


 


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


 


27.           GOVERNMENTAL REGULATIONS.


 


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


 


(b)   Without limiting the
generality of the foregoing, Tenant shall (i) obtain, at Tenant’s expense,
before engaging in Tenant’s business or profession within the Premises, all
necessary licenses and permits including (but not limited to) state and local
business licenses or permits, and (ii) remain in compliance with and keep in
full force and effect at all times all licenses, consents and permits necessary
for the lawful conduct of Tenant’s business or profession at the Premises.  Tenant shall pay all personal property taxes,
income taxes and other taxes, assessments, duties, impositions and similar
charges which are or may be assessed, levied or imposed upon Tenant and which,
if not paid, could be liened against the Premises or against Tenant’s property
therein or against Tenant’s leasehold estate.


 


(c)   Landlord shall be responsible for compliance
with Title III of the Americans with Disabilities Act of l990, 42 U.S.C. ‘12181
et  seq. and its regulations, (collectively, the “ADA”) (i) as to
the design and 


 


21





















 


construction of exterior common areas (e.g.
sidewalks and parking areas) and (ii) with respect to the initial design and
construction of the Premises.  Except as
set forth above in the initial sentence hereto, Tenant shall be responsible for
compliance with the ADA in all other respects concerning the use and occupancy
of the Premises, which compliance shall include, without limitation (i)
provision for full and equal enjoyment of the goods, services, facilities,
privileges, advantages or accommodations of the Premises as contemplated by and
to the extent required by the ADA, (ii) compliance relating to requirements
under the ADA or amendments thereto arising after the date of this Lease and
(iii) compliance relating to the design, layout, renovation, redecorating,
refurbishment, alteration, or improvement to the Premises made or requested by
Tenant at any time following the Commencement Date.


 


28.           NOTICES.


 


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


 


29.           BROKERS.


 


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


 


30.           CHANGE OF BUILDING/PROJECT NAME.


 


                                Landlord
reserves the right at any time and from time to time to change the name by
which the Building and/or Project is designated.


 


31.           LANDLORD’S LIABILITY.


 


                                Landlord’s
obligations hereunder shall be binding upon Landlord only for the period of
time that Landlord is in ownership of the Building; and, upon termination of
that ownership, Tenant, except as to any obligations which are then due and
owing, shall look solely to Landlord’s successor in interest in the Building
for the satisfaction of each and every obligation of Landlord hereunder.  Landlord shall have no personal liability
under any of the terms, conditions or covenants of this Lease and Tenant shall
look solely to the equity of Landlord in the Building of which the Premises
form a part for the satisfaction of any claim, remedy or cause of action
accruing to Tenant as a result of the breach of any section of this Lease by
Landlord.  In addition to the foregoing,
no recourse shall be had for an obligation of Landlord hereunder, or for any
claim based thereon or otherwise in respect thereof, against any past, present
or future trustee, member, partner, shareholder, officer, director, partner, agent
or employee of Landlord, whether by virtue of any statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such other
liability being expressly waived and released by Tenant with respect to the
above-named individuals and entities.


 


32.           AUTHORITY.


 


22





















 


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


 


33.           NO
OFFER.


 


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


 


34.           RENEWAL.


 


                                Provided
Tenant is neither in default at the time of exercise nor has Tenant ever been
in default (irrespective of the fact that Tenant cured such default) of any
monetary obligations under this Lease more than twice during the Term and such
monetary default aggregates in excess of $60,000, and Tenant is fully occupying
the Premises and the Lease is in full force and effect, Tenant shall have the
right to renew this Lease for one (1) term of five (5) years each beyond the
end of the initial Term (each, a “Renewal Term”).  Tenant shall furnish written notice of intent
to renew one (1) year prior to the expiration of the applicable Term, failing
which, such renewal right shall be deemed waived; time being of the essence.   The terms and conditions of this Lease
during each Renewal Term shall remain unchanged except that the annual Fixed
Rent for each Renewal Term shall be the greater of (i) the Fixed Rent for the
term expiring, and (ii) Fair Market Rent (as such term is hereinafter defined),
with in any event, annual increases.  All
factors regarding Additional Rent shall remain unchanged, and no Tenant
allowance shall be included in the absence of further agreement by the
parties.  Anything herein contained to
the contrary notwithstanding, Tenant shall have no right to renew the term
hereof other than or beyond the one (1) consecutive five (5) year term
hereinabove described.  It shall be a
condition of each such Renewal Term that Landlord and Tenant shall have
executed, not less than six (6) months prior to the expiration of the then
expiring term hereof, an appropriate amendment to this Lease, in form and
content satisfactory to each of them, memorializing the extension of the term
hereof for the next ensuing Renewal Term.


 


For purposes of this Lease, “Fair Market Rent” shall mean the base rent,
for comparable space, net of all free or reduced rent periods, work letters,
cash allowances, fit-out periods and other tenant inducement concessions
however denominated except as hereinafter provided.  In determining the Fair Market Rent,
Landlord, Tenant and any appraiser shall take into account applicable
measurement and the loss factors, applicable lengths of lease term, differences
in size of the space demised, the location of the Building and comparable
buildings, amenities in the Building and comparable buildings, the ages of the
Building and comparable buildings, differences in base years or stop amounts
for operating expenses and tax escalations and other factors normally taken
into account in determining Fair Market Rent.  The Fair Market Rent shall reflect the level
of improvement made or to be made by Landlord to the space under this
Lease.  If Landlord and Tenant cannot
agree on the Fair Market Rent, the Fair Market Rent shall be established by the
following procedure: (1) Tenant and Landlord shall agree on a single MAI
certified appraiser who shall have a minimum of ten (10) years experience in
real estate leasing in the market in which the Premises is located, (2)
Landlord and Tenant shall each notify the other (but not the appraiser), of its
determination of such Fair Market Rent and the reasons therefor, (3) during the
next seven (7) days both Landlord and Tenant shall prepare a written critique
of the other’s determination and shall deliver it to the other party, (4) on
the tenth (10th) day following delivery of the critiques to each other,
Landlord’s and Tenant’s determinations and critiques (as originally submitted
to the other party, with no modifications whatsoever) shall be submitted to the
appraiser, who shall decide whether Landlord’s or Tenant’s determination of
Fair Market Rent is more correct.  The
determinations so chosen shall be the Fair Market Rent.  The appraiser shall not be empowered to
choose any number other than the Landlord’s or Tenant’s.  The fees of the appraiser shall be paid by
the non-prevailing party.


 


35.           INTENTIONALLY OMITTED.


 


36.           TENANT FINANCIAL INFORMATION.


 


23





















 


                                Any
time and from time to time during the Term (but not more than once during any
twelve month period unless a default has occurred under this Lease or Landlord
has a reasonable basis to suspect that Tenant has suffered a material adverse
change in its financial position) upon not less than thirty (30) days prior
written request from Landlord, Tenant shall deliver to Landlord: (i) a current,
accurate, complete and detailed balance sheet of Tenant (dated no more than
thirty (30) days prior to such delivery), a profit and loss statement, a cash
flow summary and all relevant accounting footnotes, all prepared in accordance
with generally accepted accounting principles consistently applied and
certified by the Chief Financial Officer of Tenant to be a fair and true
presentation of Tenant’s current financial position; and (ii) a current, accurate,
complete and detailed financial statements of Tenant audited by an independent
certified public accountant for the last applicable calendar year.  Tenant agrees that its failure to strictly
comply with this Article 38 shall constitute a material Default by
Tenant under this Lease.  Landlord shall
keep all information provided hereunder strictly confidential.


 


37.           MISCELLANEOUS PROVISIONS.


 


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


 


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


 


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


 


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


 


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


 


(f)            Entire Agreement.  This Lease, including the Exhibits and any
Riders hereto (which are hereby incorporated by this reference, except that in
the event of any conflict between the printed portions of this Lease and any
Exhibits or Riders, the term of such Exhibits or Riders shall control),
supersedes any prior discussions, proposals, negotiations and discussions
between the parties and the Lease contains all the agreements, conditions, understandings,
representations and warranties made between the parties hereto with respect to
the subject matter hereof, and may not be modified orally or in any manner
other than by an agreement in writing signed by both parties hereto or their
respective successors in interest. 
Without in any way limiting the generality of the foregoing, this Lease
can only be extended pursuant to the terms hereof, and in Tenant’s case, with
the terms hereof, with the due exercise of an option (if any) contained herein
pursuant to a written agreement signed by both Landlord and Tenant specifically
extending the term.  No negotiations,
correspondence by Landlord or offers to extend the term shall be deemed an
extension of the termination date for any period whatsoever.


 


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


 


(h)           Telefax Signatures.  The parties acknowledge and agree that
notwithstanding any law or presumption to the contrary a telefaxed signature of
either party whether upon this Lease or any related document 


 


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shall be deemed
valid and binding and admissible by either party against the other as if same
were an original ink signature.


 


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


 


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


 


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


 


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


Landlord.


 


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


 


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


 


(o)           Guaranty.  In order to induce Landlord to execute this
Lease, Tenant agrees that Landlord may, at its option, at the time of the
execution of this Lease or at any time during the Term, require a guaranty of
the obligations of the Tenant hereunder by a person, firm, corporation, or
other entity other than Tenant but with a business interest in Tenant,
acceptable to Landlord, which guaranty shall be in a form satisfactory to
Landlord.


 


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


 


(q)           Force Majeure.     If by
reason of strikes or other labor disputes, fire or other casualty (or
reasonable delays in adjustment of insurance), accidents, orders or regulations
of any Federal, State, County or Municipal authority, or any other cause beyond
Landlord’s reasonable control, Landlord is unable to furnish or is delayed in
furnishing any utility or service required to be furnished by Landlord under
the provisions of this Lease or is unable to perform or make or is delayed in
performing or making any installations, decorations, repairs, alterations,
additions or improvements, or is unable to fulfill or is delayed in fulfilling
any of Landlord’s other obligations under this Lease, no such inability or
delay shall constitute an actual or constructive eviction, in whole or in part,
or entitle Tenant to any abatement or diminution of Rent, except as provided in
section 18(e) hereof, or 


 


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relieve Tenant
from any of its other obligations under this Lease, or impose any liability
upon Landlord or its agents, by reason of inconvenience or annoyance to Tenant,
or injury to or interruption of Tenant’s business, or otherwise.


38.           WAIVER OF TRIAL BY JURY.


 


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


 


39.           CONSENT TO JURISDICTION.


 


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


 


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


 


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  353
  ASSOCIATES

  	
  GMH CAPITAL PARTNERS COMMERCIAL REALTYSERVICES, LP

  
	
   

  	
   

  
	
  By:  GH 353 Associates, Inc., its general
  partner

  	
  By:  GH CP
  Commercial Realty Services, LLC, its general partner

  
	
   

  	
   

  
	
  By:  /s/ Joseph M. Macchione

  	
  By:  /s/ Bruce Robinson

  
	
  Name:  Joseph M. Macchione

  	
  Name:
  Bruce Robinson

  
	
  Title:   Vice President

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
  GMH CAPITAL PARTNERS ASSETSERVICES, LP

  
	
   

  	
   

  
	
   

  	
  By:  GH CP
  Asset Services, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:  /s/
  Bruce Robinson

  
	
   

  	
  Name: Bruce Robinson

  
	
   

  	
  Title:   Vice President

  



 


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  GMH PHILADELPHIA
  BARRAGE, LLC

  
	
   

  	
   

  
	
   

  	
  By:  /s/ Gary M. Holloway

  
	
   

  	
  Name: Gary M. Holloway

  
	
   

  	
  Title:   Sole Member

  
	
   

  	
   

  
	
   

  	
  GMH CONSTRUCTION
  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:  /s/
  Bruce Robinson

  
	
   

  	
  Name: Bruce Robinson

  
	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
  GMH ASSOCIATES, INC.

  
	
   

  	
   

  
	
   

  	
  By:  /s/
  Bruce Robinson

  
	
   

  	
  Name: Bruce Robinson

  
	
   

  	
  Title:   Vice President

  



 


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