COMMENCEMENT DATE AGREEMENT
THIS COMMENCEMENT DATE AGREEMENT ("Agreement") dated May 23, 1996 is
between ELEVEN COLONIAL PENN PLAZA ASSOCIATES, a Pennsylvania limited
partnership, whose address is do ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
acting as the duly authorized nominee of The State Teachers Retirement System of
Ohio ("Landlord"), whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
and Pennsylvania Savings Bank, a Pennsylvania corporation ("Tenant"), whose
address is Eleven Penn Center, Philadelphia, Pa.
A. Landlord and Tenant executed a certain Office Lease dated October 10,
1995 (the "Lease").
B. The Lease provides that the Lease will commence on the date that
Landlord delivers possession of the Premises (as defined in the Lease) to
Tenant.
C. Landlord and Tenant now desire to set forth in writing the actual date
of delivery of the Premises and the actual commencement date of the Lease.
NOW THEREFORE in consideration of the mutual covenants and promises
contained herein and other valuable consideration, the parties agree that the
Lease commenced on May 23, 1996 and shall terminate on May 31, 2006.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on the day and year first above written.
Signed and Acknowledged LANDLORD:
the Presence of: ELEVEN COLONIAL PENN PLAZA
ASSOCIATES, a limited partnership
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
By: The Board of the State Teachers Retirement
System of Ohio
By: /s/ [ILLEGIBLE]
------------------------------
PENNSYLVANIA SAVINGS BANK
By: /s/ [ILLEGIBLE]
-----------------------------------
Title: /s/ [ILLEGIBLE]
--------------------------------
FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE, entered into as of the 23 day of December,
1996 by and between ELEVEN COLONIAL PENN PLAZA ASSOCIATES, a Pennsylvania
limited partnership, ("Landlord") and PENNSYLVANIA SAVINGS BANK, a Pennsylvania
corporation ("Tenant").
BACKGROUND
A. Landlord and Tenant entered into a lease (the "Original Lease") dated
October 10, 1995 for certain office space consisting of Ten Thousand Seven
Hundred Seventy-Nine (10,779) rentable square feet on a portion of the
Twenty-Sixth (26th) floor (the "Premises") of the Building known as Eleven Penn
Center located in Philadelphia, Pennsylvania. The Original Lease as amended
hereby shall hereinafter be referred to as the "Lease".
B. Landlord and Tenant desire to amend the Original Lease, under the terms
and conditions set forth below, to expand the "Term" of the Original Lease and
in consideration thereof, to provide to Tenant certain concessions as more
particularly set forth herein.
NOW, THEREFORE, intending to be legally bound, and for good and valuable
consideration, the parties agree that the Original Lease is modified and amended
as follows:
1. Extended Term. The Term of the Original Lease shall be extended for one
(1) additional year. Accordingly, Section 2(a) of the Original Lease is hereby
deleted in its entirety and replaced with the following:
"(a) Initial Term. Subject to and upon the terms and conditions set
forth below, the initial term of this Lease shall be for a period of eleven
(11) Lease Years (as hereinafter defined), commencing on the Commencement
Date (as hereinafter defined) and ending on last day of the last month of
the Eleventh (11th) Lease Year."
2. Amendment to Base Rent. In accordance with the extension of the Term as
provided in Paragraph 1 hereof, Section 3(a) of the Original Lease is deleted in
its entirety and replaced with the following:
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"(a) Base Rental. Tenant shall pay to Landlord, as full service, base
rental (the "Base Rental") during the Term of this Lease, in equal monthly
installments, in advance, on or before the first day of each and every
month during the Term, without notice, demand or set-off, as follows:
Lease Year Per R.S.F. Annual Monthly
---------- ---------- ------ -------
1 $18.00 $194,022.00 $16,168.50
2 $18.25 $196,716.75 $16,393.06
3 $18.50 $199,411.50 $16,617.63
4 $18.75 $202,106.25 $16,842.19
5 $19.00 $204,801.00 $17,066.75
6 $20.00 $215,580.00 $17,965.00
7 $21.00 $226,359.00 $18,863.25
8 $21.50 $231,748.50 $19,312.38
9-11 $22.00 $237,138.00 $19,761.50
The first month's rent due hereunder shall be due and payable upon
execution of this Lease. Notwithstanding the foregoing and provided that Tenant
is not then in default of its obligations beyond applicable grace periods under
this Lease, Tenant shall be entitled to two months of free Base Rent, such
months to be the first two calendar months following the Commencement Date."
3. Abatement of Base Rent. Landlord and Tenant agree and acknowledge that
Tenant's obligations with respect to Base Rent shall ▇▇▇▇▇ in their entirety for
the months of November, 1996 and December 1996. Thereafter, Tenant shall not be
entitled to any further rental abatements, free rent, construction allowances,
moving allowances, special concessions or any other leasing concessions with
respect to the Premises except as expressly provided for in this Amendment.
-2-
4. Renewal Option. Notwithstanding the extension of the Term as set forth
in Paragraph 1 hereof, Landlord and Tenant agree and acknowledge that the
Renewal Option set forth in Section 48 of the Original Lease shall remain in
full force and effect.
5. Estoppel Certificates. Within ten (10) days after written request by
Landlord, Tenant shall execute, acknowledge and deliver to Landlord or to
Landlord's mortgagee, prospective mortgagee, land lessor or prospective
purchaser of the Building and the real property upon which the Building is
erected, an estoppel certificate in form and substance substantially similar to
that attached as Exhibit "A" hereto. Tenant shall make such modifications to
such estoppel certificate as may be necessary to make such certificate true and
accurate, it being intended that any such statement delivered pursuant to this
Paragraph 5 and Section 11 of the Original Lease may be relied upon by any such
mortgagee, prospective mortgagee, prospective purchaser, or land lessor of the
above-referenced property. If Tenant fails to provide such estoppel certificate
with ten (10) days after Landlord's request, Tenant shall be deemed to have
approved the contents of any such certificate submitted to Tenant by Landlord
and Landlord is hereby authorized to so certify.
6. Binding Agreement. This First Amendment shall be binding upon, and shall
Inure to the benefit of, the parties hereto and their respective successors and
assigns.
7. Capitalized Terms. Capitalized terms used but not otherwise defined
herein shall have the same meaning as contained in the Original Lease.
8. Survival of Lease Terms. All of the terms and conditions contained in
the Original Lease shall apply to the Premises except as specifically amended by
the terms and conditions set forth in this First Amendment. As amended and
supplemented by this First Amendment, the Original Lease continues
-3-
In full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Lease as of the date first above written.
LANDLORD:
ELEVEN COLONIAL PENN PLAZA
ASSOCIATES, a Pennsylvania limited partnership
BY: ELEVEN PENN CENTER CORPORATION
By: /s/ [ILLEGIBLE]
------------------------------------
Attest: /s/ [ILLEGIBLE]
--------------------------------
[Corporate Seal]
TENANT:
PENNSYLVANIA SAVINGS BANK.,
A Pennsylvania corporation
By: /s/ [ILLEGIBLE]
Attest: /s/ [ILLEGIBLE]
------------------------------
[Corporate Seal]
-4-
EXHIBIT "A"
TENANT ESTOPPEL CERTIFICATE
RE: Premises: Premises of Pennsylvania Savings Bank
Lease Dated: October 10, 1995
Amendment(s) Dated: October __, 1996
Between Eleven Colonla Penn Plaza Associates (Landlord)
and Pennsylvania Savings Bank (Tenant)
Square Footage Leased: 10,779
Floor(s)/Suite #(s): Twenty-Sixth (26th) Floor
The undersigned, Tenant under the above-referenced lease ("Lease"), certifies to
the following:
1. We have taken possession of and accepted the Premises described above, except
as follows:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
___________
2. The lease terms as described below are true and accurate, and the lease is
in full force and effect:
Base Rent:______________________________ per year
Expense Stop:____________________________ per square foot
Escalations:_____________________________________________
Free Rent:__________________________
Commencement Date:_________________________
Expiration Date:_________________________
Renewals:__________________________________
3. No part of the Premises has been subleased or assigned except as follows:____
________________________________________________________________________________
________________________________________________________________________________
___________
4. The rent has been paid
through:___________________________________________________________________
5. The security deposit is
___________________________________________________________________________
There are no tax or insurance
escrows____________________________________________________________________
6. We are not in default of our obligations under the Lease. Landlord, to the
best of our knowledge, is not in default of its obligations under the
Lease. There exists no defense or counterclaim to rent or other sums
required to be paid by us under or pursuant to the Lease.
If Tenant is a corporation, the undersigned is a duly appointed officer of the
corporation signing this certificate and is the incumbent in the office
indicated under his/her name. In any event, the undersigned individual is duly
authorized to execute this certificate.
Date ______________, 19__
Signed: /s/[ILLEGIBLE]
-------------------------------
(Signature)
-------------------------------
-5-
LEASE AGREEMENT
BETWEEN
ELEVEN COLONIAL PENN PLAZA ASSOCIATES
Landlord
AND
PENNSYLVANIA SAVINGS BANK
A PENNSYLVANIA CORP., Tenant
DATED OCT. 10, 1995
TABLE OF CONTENTS
1. Premises .............................................................. 1
2. Term .................................................................. 1
(a) Initial Term ................................................... 1
(b) Definitions .................................................... 1
3. Rental ................................................................ 2
(a) Base Rental .................................................... 2
(b) Definitions .................................................... 2
(c) Additional Rental .............................................. 3
(d) Payment of Tax and Operating Expense Adjustment ................ 3
(e) Stabilization .................................................. 4
(f) Dispute of Operating Expenses and Taxes ........................ 4
(g) Adjustments to Operating Expenses and Real Estate Taxes ........ 4
(h) Real Estate Tax Appeal ......................................... 4
(i) Other Charges .................................................. 5
(j) Place of Payment ............................................... 5
4. Construction
(a) Improvements to be Constructed ................................. 5
(b) Work Prior to Commencement Date ................................ 6
(c) Availability of Premises Prior to Commencement Date ............ 6
(d) Substantial Completion ......................................... 6
(e) Delays ......................................................... 7
(f) Condition of Premises .......................................... 7
(g) Effect of Delays ............................................... 7
(h) Overload ....................................................... 7
5. Use of the Premises ................................................... 7
(a) Use ............................................................ 7
(b) Advertisement .................................................. 8
(c) Solicitation ................................................... 8
(d) Care ........................................................... 8
(e) Noise; Odors ................................................... 8
6. Alterations ........................................................... 8
(a) Prohibition .................................................... 8
(b) Indemnification ................................................ 8
(c) Compliance and Supervision of Alterations ...................... 9
(d) Landlord's Property ............................................ 9
(e) Wiring ......................................................... 9
7. Mechanics' liens ...................................................... 9
(a) Tenant's Discharging of liens ................................. 9
(b) Landlord's Discharging of liens ................................ 10
8. Maintenance and Repair ................................................ 10
(a) Tenant's Maintenance ........................................... 10
i
(b) Landlord's Maintenance ......................................... 10
(c) Inspection ..................................................... 10
9. Common Areas .......................................................... 11
(a) Grant .......................................................... 11
(b) Right to Change Common Areas ................................... 11
10. Building Services ..................................................... 11
(a) Electric ....................................................... 11
(b) Water .......................................................... 11
(c) Air-Conditioning and Heat ...................................... 12
(d) Janitor Service ................................................ 12
(e) Elevator Service ............................................... 12
(f) Interruption of Services ....................................... 12
(g) Energy Curtailment ............................................. 12
(h) Normal Business Hours .......................................... 13
(i) Holidays ....................................................... 13
(j) Directory ...................................................... 13
11. Estoppel Certificates ................................................. 13
12. Indemnification; Waiver of Claims ..................................... 13
13. Insurance ............................................................. 14
(a) Tenant's Insurance ............................................. 14
(b) Landlord as Additional Insured ................................. 14
(c) Landlord's Insurance ........................................... 14
(d) Increase in Premiums ........................................... 14
14. Waiver of Subrogation ................................................. 14
15. Holding Over .......................................................... 15
16. Assignment and Sublease ............................................... 15
(a) Prohibition .................................................... 15
(b) Option to Cancel ............................................... 15
(c) Right to Collect Rents Directly ................................ 15
(d) Excess Rent .................................................... 16
17. Quiet Enjoyment ....................................................... 16
18. Compliance with Laws and with Rules and Regulations ................... 16
(a) Laws ........................................................... 16
(b) Rules and Regulations .......................................... 16
19. Fire and Casualty ..................................................... 16
(a) Termination .................................................... 16
(b) Restoration .................................................... 17
20. Eminent Domain ........................................................ 17
(a) Taking ......................................................... 17
ii
(b) Termination .................................................... 17
(c) No Reduction in Rent ........................................... 17
21. Default ............................................................... 18
(a) Defaults ....................................................... 18
(b) Accelerated Rent Component ..................................... 19
(c) Re-entry ....................................................... 19
(d) Continuing Liability ........................................... 19
(e) No Duty to Relet ............................................... 19
(f) Additional Rights .............................................. 19
(g) Bankruptcy ..................................................... 20
(h) Overdue Payments ............................................... 20
(i) Waiver of Defects .............................................. 20
(j) Right or Remedy ................................................ 20
(k) Confession of Judgment ......................................... 20
22. Waiver of Default or Remedy ........................................... 21
23. Landlord's Lien ....................................................... 21
24. Uniform Commercial Code ............................................... 21
25. Force Majeure ......................................................... 21
26. Subordination of Lease ................................................ 22
(a) General ........................................................ 22
(b) Rights of Purchaser ............................................ 22
(c) Rights of Mortgagee ............................................ 22
27. Notices and Consents .................................................. 22
28. Security Deposit ...................................................... 23
29. Miscellaneous Taxes; Use and Occupancy Tax ............................ 23
(a) Other Taxes .................................................... 23
(b) Use and Occupancy Tax .......................................... 23
30. Substitute Premises ................................................... 23
31. Brokerage Commission .................................................. 23
32. Hazardous Devices and Contaminants .................................... 23
(a) Prohibition .................................................... 23
(b) Indemnification ................................................ 23
(c) Definitions .................................................... 24
33. Exculpation ........................................................... 24
34. Signs ................................................................. 24
35. Locks ................................................................. 24
iii
36. Employment ............................................................ 25
37. Plumbing .............................................................. 25
38. Certain Rights Reserved to Landlord ................................... 25
39. Miscellaneous ......................................................... 25
40. Relationship of Parties ............................................... 26
41. Gender and Number ..................................................... 26
42. Topic Headings ........................................................ 26
43. Counterparts .......................................................... 26
44. Entire Agreement ...................................................... 26
45. Recording ............................................................. 26
46. Governing Law; Invalidity of any Provisions ........................... 26
47. Right of First Offer .................................................. 26
48. Renewal .............................................................. 27
49. Conditions ............................................................ 27
50. 2002 Termination ...................................................... 28
51. Building Name/Termination ............................................. 28
EXHIBITS
A Floor Plan
B Legal Description
C Commencement Date Agreement
D Tenant Improvements
E Tenant Estoppel Certificate
F Rules and Regulations
iv
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease"), dated Oct. 10, 1995, is between Eleven
Colonial Penn Plaza Associates, a Pennsylvania limited partnership ("Landlord")
and PENNSYLVANIA SAVINGS BANK, PENNSYLVANIA CORPORATION ("Tenant").
1. Premises. In consideration of the rents, terms, provisions and covenants
of this Lease, Landlord hereby leases exclusively unto Tenant and Tenant hereby
rents and accepts from Landlord those certain premises containing approximately
10,779 rentable square feet, located on the 26th Floor, including all entrances
thereto (the "Premises"), of that certain building known as Eleven Penn Center
(or such other name as Landlord may from time to time designate) and located at
the northeast corner of 19th and Market Streets, Philadelphia, Pennsylvania (the
"Building"), which Building contains approximately Six Hundred Seventy Nine
Thousand Six Hundred Eighteen (679,618) net rentable square feet of office space
and approximately Four Thousand One Hundred and Eighty-Seven (4,187) net
rentable square feet of retail space. The Premises are outlined on the floor
plan attached hereto as Exhibit A and incorporated herein by reference. The land
on which the Building is situated, together with all improvements located
thereon (collectively, the "Property"), is more particularly described on
Exhibit B, attached hereto and incorporated herein by reference. Tenant shall
have the non-exclusive right, in common with Landlord and other tenants, to use
the Common Areas of the Building, including the lobby, the entrances and the
elevators.
2. Term.
(a) Initial Term. Subject to and upon the terms and conditions set forth
below, including without limitation the provisions of Paragraph 2(d), the
initial term of this Lease shall be for a period of ten (10) Lease Years (as
hereinafter defined), commencing on the Commencement Date (as hereinafter
defined) and ending on last day of the last month of the tenth (10th) Lease
Year.
(b) Definitions. For purposes of this Lease, the following terms shall have
the following meanings:
(i) "Commencement Date" shall mean the later of (i) January 1, 1996 or
(ii) the date upon which the Premises are substantially completed (as
hereinafter defined) or (iii) the date on which all conditions set forth in
Section 49 below are satisfied. Promptly upon determination of the
Commencement Date, Landlord and Tenant shall execute a memorandum, setting
forth the Commencement Date and the expiration date of this Lease, in form
and substance substantially similar to that attached hereto as Exhibit C
and incorporated by reference.
(ii) "Lease Year" shall mean each twelve (12) month period commencing
on the first day of the first full month after the Commencement Date and
each anniversary thereafter during the Term (as hereinafter defined) of
this Lease; provided, however, that if the Commencement Date is the first
day of the month, the first Lease Year shall commence on the Commencement
Date. The first Lease Year shall commence on the Commencement Date and end
on the last day of the last month of the first Lease Year regardless of
whether the first Lease Year is longer than twelve (12) months.
(iii) "Term" shall mean the initial term of this Lease and any
renewals or extensions thereoL
(iv) "Base Year" shall mean calendar year 1996.
3. Rental.
(a) Base Rental. Tenant shall pay to Landlord base rental (the "Base
Rental") during the Term of this Lease, in equal monthly installments, in
advance, or or before the first day of each and every month during the Term,
without notice, demand or set-off, as follows:
Lease Year Per R.S.F. Annual Monthly
---------- ---------- ------ -------
1. $18.00 $194,022.00 $16,168.50
2 $18.25 $196,716.75 $16,393.06
3 $18.50 $199,411.50 $16,617.63
4 $18.75 $202,106.25 $16,842.19
5 $19.00 $204,801.00 $17,066.75
6 $20.00 $215,580.00 $17,965.00
7 $21.00 $226,359.00 $18,863.25
8 $21.50 $231,748.50 $19,312.38
9-10 $22.00 $237,138.00 $19,761.50
The first month's rent due hereunder shall be due and payable upon
execution of this Lease. Notwithstanding the foregoing and provided that Tenant
is not then in default under this Lease, Tenant shall be entitled to two months
of free Base Rent, such months to be the first two calendar months following the
Commencement Date.
(b) Definitions. For purposes of this Lease, the following terms shall have
the following meanings:
(i) "Tenant's Proportionate Share of Operating Expenses" shall mean a
percentage factor, determined by dividing the net rentable square footage
contained in the Premises by the net rentable square footage contained in
the office portion the Building, or one and 59/100 percent (1.59%).
(ii) "Tenant's Proportionate Share of Real Estate Taxes" shall mean a
percentage factor, determined by dividing the net rentable square footage
contained in the Premises by the net rentable square footage contained in
the office and retail portions of the Building, or one and 58/100 percent
(1.58%).
(iii) "Operating Expenses" shall mean those expenses paid or incurred
by or on behalf of Landlord in respect to the management, operation,
service and maintenance of the Property. Operating Expenses shall include,
but not be limited to, (A) premium cots for liability, boiler, extended
coverage, casualty and other insurance covering the Property to be
maintained by Landlord and required by the terms of this Lease; (B)
electricity, gas, water and other utility charges for the Property other
than that paid by tenants; (C) repair and maintenance of HVAC systems,
elevators, irrigation systems and other mechanical systems; (D) repair and
maintenance of the Common Areas (as hereinafter defined) and the Building
structure and roof; (E) trash removal and snow removal; (F) janitorial
service; (G) wages, salaries and fees of operating, auditing, accounting,
maintenance and management personnel in connection with the Property; (H)
all payroll charges for such personnel, such as unemployment and social
security taxes, workers' compensation, health, accident and group
insurance, and other so-called fringe benefits; (I) rental charges for
office space chargeable to the operation and management of the Property;
(J) license permits and inspection fees; (K) supplies and materials used in
the operation and management of the Property; (L) furnishings and
equipment not treated by Landlord as capital expenditures of the Property;
(M) the cost of any labor saving devices that may, from time to time, be
placed in operation as a part of Landlord's program; (N) personal property
taxes on property used in the operation, maintenance, service
2
and management of the Property; (O) the cost, as reasonably amortized by
Landlord, with interest at the rate of ten percent (10%) per annum on the
unamortized amount, of any capital improvement made after completion of initial
construction of the Building which reduces Operating Expenses, but in an amount
not to exceed such reduction for the relevant year; (P) the cost, as amortized
by Landlord in accordance with generally accepted accounting principles and
Internal Revenue Service rulings, with interest at the rate of ten percent (10%)
per annum on the unamortized amount, of any capital improvement made after
completion of initial construction of the Building, which directly enhances the
safety of the tenants in the Building generally; (Q) reasonable management fees
for the Property which are comparable to the market rate for management fees at
other similar first-class office buildings in the City of Philadelphia; (R) the
cost of any installation or improvement, capital or otherwise, required by
reason of any law, ordinance or regulation, which requirement did not exist on
the date of the Lease and is generally applicable to similar office buildings;
and (S) all other similar expenses necessary for the operation and management of
the Property. Operating Expenses shall not include Real Estate Taxes; the cost
of special services rendered to tenants; any cost of preparation of space for
new tenants; costs of repairs or other work occasioned by fire or other casualty
to the extent covered by insurance; any cost borne directly by Tenant under this
Lease; leasing commissions; advertising or related costs; depreciation; interest
payments; debt service payments; the cost of any repair or replacement which by
standard accounting practice should be capitalized; environmental clean up costs
incurred as a result of actions by parties other than Tenant, legal costs for a
sale or refinance, leasing of space, collection of rent or bankruptcy.
(iv) "Real Estate Taxes" shall mean all taxes and assessments, special
or otherwise, exclusive of penalties or discounts levied upon or with
respect to the Property, including the Premises, imposed by any federal,
state or local governmental agency, including, without limitation, any form
of real property tax or assessment, rapid transit tax or assessment,
benefit assessment, business or license fee or tax, commercial rental tax,
assessment for Center City District services or any use, occupancy, excise,
sales or other like taxes (other than general income taxes on rent or other
income from the Building). Real Estate Taxes also shall include the expense
of contesting the amount or validity of any such taxes, charges or
assessments, such expense to be applicable to the period of the item
contested. Real Estate Taxes shall not, however, include income, franchise,
capital stock, estate or inheritance taxes unless Landlord reasonably
determines that such taxes are in lieu of real estate taxes, assessments,
rental, occupancy and other like excise taxes. For purposes of this Lease,
Real Estate Taxes for any calendar year shall be those taxes the last
timely payment date for which occurs within such calendar year. In case of
special taxes or assessments payable in installments, only the amount of
the installment(s) the last timely payment date for which occurs on or
after the first day and on or before the last day of such year shall be
included in Real Estate Taxes for that year. Landlord acknowledges that,
based on representations from Tenant, Tenant is an exempt entity for
purposes of the City of Philadelphia Use and Occupancy Tax.
(c) Additional Rental. For and with respect to each calendar year
subsequent to the Base Year, Tenant shall pay to Landlord, as "Additional
Rental", (i) Tenant's Proportionate Share of Operating Expenses of the total
dollar increase, if any, in Operating Expenses for such year over Operating
Expenses for the Base Year and (ii) Tenant's Proportionate Share of Real Estate
Taxes of the total dollar increase, if any, in Real Estate Taxes for such year
over Real Estate Taxes for the Base Year (collectively the "Tax and Operating
Expense Adjustment"). Said Additional Rental shall be prorated on a per diem
basis for any partial calendar year included within the Term. Base Year for Real
Estate Taxes and Operating Expenses shall be the calendar year of 1996;
therefore, payments for Tax Adjustment and Operating Expense Adjustment shall be
applied to calendar year 1997.
(d) Payment of Tax and Operating Expense Adjustment. To provide for current
payments of Operating Expenses and Real Estate Taxes, Tenant shall pay the Tax
and Operating Expense Adjustment, as estimated by Landlord from time to time, in
twelve (12) monthly installments, commencing on the first day of the month
following the month in which Landlord notifies Tenant of the amount of its
estimated Tax and Operating Expense Adjustment. It is intended that Landlord
shall collect an estimated amount of
3
Tenant's Tax and Operating Expense Adjustment for each year and then reconcile
such estimated expenses in the following year based on actual Operating Expenses
and Real Estate Taxes for such year paid by Landlord. If Tenant's Tax and
Operating Expense Adjustment shall be greater than or less than the aggregate of
all installments so paid on account to Landlord for such twelve (12) month
period, then within ten (10) days of Tenant's receipt of Landlord's statement of
reconciled Real Estate Taxes and Operating Expenses ("Landlord's Statement"),
Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall
credit Tenant for the amount of such overpayment against the next maturing
installment(s) of rent, as the case may be. The obligation of Tenant with
respect to the payment of Tenant's Tax and Operating Expenses Adjustment shall
survive the termination of this Lease. Any payment, refund, or credit made
pursuant to this subparagraph 3(d) shall be made without prejudice to any right
of Tenant to dispute Landlord's Statement as hereinafter provided, or of
Landlord to correct any item(s) as billed pursuant to the provisions hereof.
Landlord's failure to give Landlord's Statement shall not constitute a waiver by
Landlord of its right to recover rent that is due and payable pursuant to this
subparagraph 3(d).
(e) Stabilization. Intentionally deleted prior to execution.
(f) Dispute of Operating Expenses and Taxes. If Tenant questions in writing
Landlord's Statement (or a revised Landlord's Statement as described below), and
if the question is not amicably settled between Landlord and Tenant within
thirty (30) days after Landlord's Statement (or revised Landlord's Statement)
has been given, Landlord shall, during the sixty (60) days next following the
expiration of such thirty (30) day period, employ an independent certified
public accountant reasonably satisfactory to Tenant to audit Landlord's
Statement. The determination of such accountant shall be final, conclusive and
binding upon Landlord and Tenant. Tenant understands that the actual itemization
of, and the amount of individual items constituting Landlord's Statement is
confidential; and while Landlord shall keep and make available to such
accountant all records in reasonable detail, and shall permit such accountant to
examine and audit such of Landlord's records as may reasonably be required to
verify Landlord's Statement, at reasonable times during business hours, Landlord
shall not be required to (and the accountant shall not be permitted to) disclose
to any person, firm or corporation, including to Tenant, any such details (it
being the intent of the parties that such accountant shall merely certify to
Landlord and to Tenant the correct amount of Landlord's Statement for the
calendar year). Any change in Landlord's Statement required such accountant's
determination shall be made within thirty (30) days after such determination has
been rendered. The expenses involved in such determination shall be borne by
Tenant and deemed to be Other Charges (as hereinafter defined) under this Lease,
unless the results of such audit determine that the difference between the
Landlord's Statement as determined by the audit and Landlord's Statement as
determined by Landlord is greater than three percent (3%) of Landlord's
Statement as determined by Landlord, in which case such expenses shall be borne
by Landlord. If Tenant does not, in writing, question the reconciled Landlord's
Statement within thirty (30) days after such statement has been given, Tenant
shall be deemed to have approved and accepted such reconciled Landlord's
Statement.
(g) Adjustments to Operating Expenses and Real Estate Taxes. If any error
occurs or Landlord or Landlord's accountants discover facts or circumstances,
which error or discovery causes Tenant's Tax and Operating Expense Adjustment
for any period to increase or decrease, upon notice by Landlord to Tenant of the
adjustment to Tenant's Tax and Operating Expense Adjustment for such calendar
year, said adjustment and corresponding deficiency or overpayment shall be paid
by Tenant or taken as a credit by Tenant according to the provisions set forth
above. This provision shall survive the termination of the Lease.
(h) Real Estate Tax Appeal. Landlord shall retain the sole right to
participate in any proceedings to establish or contest the amount of Real Estate
Taxes. If a complaint against valuation, protest of tax rates or other action
increases or decreases the Real Estate Taxes for any calendar year,
4
resulting in an increase or decrease in rent hereunder, the Real Estate Taxes
for the affected calendar year shall be recalculated accordingly and the
resulting increased rent plus the expenses incurred in connection with such
contest, or decreased rent, less the expenses incurred in connection with such
contest, shall be paid simultaneously with or applied as a credit against, as
the case may be, the rent next becoming due.
(i) Other Charges. All costs, expenses and other sums that Tenant assumes
or agrees to pay to Landlord pursuant to this Lease ("Other Charges") shall be
deemed rental and, in the event of nonpayment thereof, Landlord shall have all
the rights and remedies herein provided for in case of nonpayment of Base
Rental. If a monthly installment of rent is not received on or before the tenth
(10th) day of the month in which it is due, other remedies for nonpayment of
rent notwithstanding, Tenant shall pay to Landlord, a late charge of five
percent (5%) of such installment as rent for the purpose of defraying Landlord's
administrative expenses incident to the handling of such overdue payment, and
such past due rent shall bear interest at a rate of interest equal to the prime
rate as announced from time to time by Bank One, Columbus, NA, plus two percent
(2%) per annum (the "Default Rate"), for each day from the first day of the
month through the date such monthly installment of rent is received by Landlord.
For purposes of this Lease, "rent" shall mean Base Rental, Additional Rental,
and Other Charges.
(j) Place of Payment. Tenant shall pay all rent and other charges due under
this Lease without demand, deduction or set off to Landlord c/o CB Commercial
Real Estate Group, Department 1396, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such
other place as Landlord may designate from time to time hereafter by written
notice to Tenant.
4. Construction.
(a) Construction Documents. Landlord, with Tenant's approval, shall consult
with its architect, engineer, designer and such other consultants as it shall
deem necessary for the development and timely completion of certain documents as
described in this Section 4(a). Landlord will procure competitive bids for all
construction work done in connection with the Landlord's Work Tenant shall have
the right to reasonably approve the general contractor employed by Landlord,
which approval shall not be unreasonably withheld, delayed or conditioned.
Tenant shall not be liable, directly or indirectly, for the payment of a
construction management fee.
(i) Landlord shall cause to be prepared and delivered to Tenant complete
and final "Construction Drawings", consisting of (a) working drawings and (b)
specifications, for the construction of the Premises for Tenant's occupancy.
(ii) Landlord shall submit the Construction Documents to Tenant for
Tenant's approval, which approval shall not be unreasonably withheld or delayed.
The approval Tenant of the Construction Documents shall be subject to the
following procedural requirements: Tenant shall review the Construction
Documents and either approve the same or return the same to Landlord with
requested modifications. Any Construction Document or modified Construction
Document submitted to Tenant for approval and not returned to Landlord with a
written notice from Tenant requesting modifications within fifteen (15) business
days after the date the document is received Tenant shall be deemed approved by
Tenant.
(iii) In the event that Tenant is unable to obtain the approvals required
by Paragraph 49, Tenant shall reimburse Landlord the costs and expenses incurred
by Landlord in preparing the Construction Documents.
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(b) Improvements to be Constructed.
(i) Landlord shall cause its contractor to construct and install the
improvements to the Premises, other than those improvements which are specified
as "Tenant's Work" on the Construction Documents, in accordance with the
Construction Documents (the "Landlord's Work"); provided, however, that Landlord
reserves the right (a) to make substitutions of materials or components of
equivalent grade and quality when and if any specified material or component
shall not be readily available, and to make changes to the work necessitated by
conditions met in the course of construction, provided that if the architect
determines that any change is material and substantial in nature, then Tenant's
approval of such change shall first be obtained (which approval shall be deemed
given unless withheld in writing within two (2) business days following
Landlord's request therefor). In the event Landlord and Tenant have any
differences with respect to changes each desires to make to the Construction
Documents, Landlord and Tenant shall promptly meet and use good faith efforts to
resolve the differences.
(ii) Tenant shall be entitled to a construction allowance equal to
Thirty-Five Dollars ($35.00) per rentable square foot of the Premises or Three
Hundred Seventy-Seven Thousand Two Hundred Sixty-Five Dollars ($377,265.00) (the
"Allowance"). The Allowance shall be applied against the total cost the
Construction Documents, the cost of the demolition of the Premises and the cost
of providing improvements in accordance with the Plans, including, but not
limited to, the Landlord's Work. To the extent such costs exceed the Allowance,
the excess shall be additional rent and shall be paid by Tenant to Landlord
within thirty (30) days of Tenant's receipt of an invoice therefor. If the cost
of the Landlord's Work and the Construction Documents exceeds the amount of the
Allowance, Tenant may apply any unused portion of the Allowance provided to
Tenant under that certain lease between Landlord and Tenant concerning the
retail space on the ground floor of the Building (the "Bank Lease") to the of
such excess costs, and, if after the application of the unused portion, if any,
of the Allowance under the Bank Lease to the payment of the excess costs, there
are any remaining costs, Tenant shall reimburse Landlord for such remaining
costs within thirty (30) days of Tenant's receipt of an invoice therefor, and
the amount of such remaining costs shall be considered additional rent. If the
cost of the Landlord's Work and the Construction Drawings is less than the
amount of the Allowance, Tenant may apply the unused portion to the cost of
Tenant improvements under the Bank Lease or request Landlord to defer the
payment of the unused amount of the Allowance until such time as Tenant desires
to undertake alterations to the Premises. Landlord shall not be required to
publicly-bid any of the contracts for the Landlord's Work. Except as expressly
set forth in the Construction Documents, Landlord has made no promise to alter,
remodel or improve the Premises, the Building or the Property.
(c) Availability of Premises Prior to Commencement Date. Landlord shall
make the Premises available to Tenant before the Commencement Date to perform
the Tenant's Work and/or to decorate, furnish, and equip the Premises, and
Tenant shall not interfere with the completion of Landlord's Work. Tenant's use
of the Premises for such work shall not create a landlord-tenant relationship
between the parties, or constitute occupancy of the Premises within the meaning
of the next sentence, but the provisions of Paragraphs 12 and 13 of this Lease
shall apply.
(d) Substantial Completion. As used herein, the work in the Premises shall
be "substantially completed" when the work has been completed in accordance with
the plans and specifications (subject to the completion of punch list items) to
a level which satisfies all substantive requirements for the issuance of a
certificate of occupancy, if one is needed (provided that the foregoing
statement shall not be deemed to require the issuance of a certificate of
occupancy as a precondition to substantial completion), and which will, except
for any improvements or work to be performed by Tenant, allow Tenant to utilize
the Premises for its intended purposes without material interference to the
customary business activities of Tenant by reason of the completion of the punch
list items of Landlord's Work.
6
(e) Delays. In the event of delays in substantial completion of the
Premises by reason of any of the following, rent shall commence to accrue as if
the delay had not occurred. Accordingly, on the Commencement Date, Tenant shall
pay to Landlord, on account of such accrued rent, 1/365 of the annual Base
Rental multiplied by the aggregate number of days of such delays:
(i) changes in the work to be performed by Landlord in preparing the
Premises for Tenant's occupancy, which are requested by Tenant after Landlord's
approval of Tenant's plans and specifications; or
(ii) any failure by Tenant, without regard to any grace period applicable
thereto, to furnish any required plan, information, approval or consent within a
required period of time.
(f) Condition of Premises. Except for punch list items and as otherwise
agreed to in writing, Tenant's taking possession of the Premises shall be
conclusive evidence against Tenant that the Premises were in good order and
satisfactory condition when Tenant took possession. Landlord has made no
representation respecting the condition of the Premises, the Building or the
Property, except as is expressly set forth in Exhibit D. At the termination of
this Lease, by lapse of time or otherwise, Tenant shall remove all Tenant's
property, including but not limited to, trade fixtures, from the Premises, and
shall return the Premises broom-clean and in good condition, except for ordinary
wear and tear, loss by fire or other casualty, and repairs that Landlord is
required to make under this Lease. If Tenant fails to remove any or all of its
property upon termination of this Lease, such property shall be deemed to be
abandoned and shall become the property of Landlord.
(g) Effect of Delays. Landlord presently estimates that the date of
substantial completion of the Premises will be ninety (90) days after the date
on which Tenant obtains the approvals required by Paragraph 49. If substantial
completion of the Premises shall occur at a later date, or if Landlord shall be
delayed in the delivery of possession of the Premises to Tenant, or if repairs
or improvements of the Premises to be performed by Landlord are not completed,
or for any other reason, whether or not within Landlord's control, Landlord
shall not be subject to any liability to Tenant. Under such circumstances, but
subject to the provisions of Section 4(e) concerning delays attributable to
Tenant, the rent reserved and covenanted to be paid herein shall not commence
until possession of the Premises can be given to Tenant in the required state,
and no such failure to give possession shall in any other respect affect the
validity of this Lease or any obligation of the Tenant hereunder.
(h) Overload. To coordinate orderly move-ins and move-outs, no furniture,
freight or equipment of any kind exceeding three hundred (300) pounds shall be
brought into the Building without prior notice to Landlord and Landlord shall
designate the time and manner of moving of the same. Landlord shall have the
right to prescribe the weight, size and position of all safes and other heavy
equipment brought into the Building and also the times and manner of moving the
same in and out of the Building. Safes or other heavy objects shall, if
considered necessary by Landlord, stand on supports of such thickness as is
necessary to properly distribute the weight. Landlord will not be responsible
for loss of or damage to any such safe or property from any cause, and all
damage done to the Building by moving or maintaining any such safe or other
property shall be repaired at Tenant's expense.
5. Use of the Premises.
(a) Use. Tenant shall use the Premises for banking and general office
purposes compatible with the Building's character as a first-class office
building and for no other purpose whatsoever. Tenant shall not, without the
prior written consent of Landlord, exhibit, sell or offer for sale on the
Premises or in the Building any article or thing, except those articles and
things essentially connected with Tenant's stated use of the Premises.
7
(b) Advertisement. Tenant shall not advertise the business, profession or
activities of Tenant conducted in the Building in any manner which violates the
letter or spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business of Tenant, and shall never use any
picture or likeness of the Building in any circulars, notices, advertisements or
correspondence without Landlord's prior written consent.
(c) Solicitation. Tenant shall not disturb, solicit, or canvass any
occupant of the Building and shall cooperate with Landlord to prevent same.
(d) Care. Tenant shall use and occupy the Premises so that no other
occupant of any adjoining premises will be unreasonably disturbed and shall
create no nuisance in, upon or about the Premises. Subject to the provisions of
Paragraph 8(b), Tenant shall take good care of the Premises, the fixtures and
appurtenances thereto, and all alterations, additions and improvements thereto.
Tenant will not make or permit to be made any use of the Premises or any part
thereof, and will not bring into or keep anything in the Premises or any part
thereof, that (i) violates any of the covenants, agreements, terms, provisions
and conditions of this Lease; (ii) directly or indirectly is forbidden by public
law, ordinance or regulation of any governmental or public authority (including
zoning ordinances); (iii) is dangerous to life, limb or property; (iv) increases
the risk to Landlord or any other tenant or invalidate or increase the premium
cost of any policy of insurance carried on the Building or covering its
operation; or (v) in the sole judgment of Landlord, in any way impairs or tends
to impair the character, reputation or appearance of the Property as a
first-class office building, or impairs or interferes with any of the services
performed by Landlord for the Property.
(e) Noise; Odors. Tenant shall not use, keep or permit to be used or kept
any foul or noxious gas or substance in the Premises; permit or suffer the
Premises to be occupied or used in a manner offensive or objectionable to
Landlord or other occupants of the Building by reason of noise, odors and/or
vibrations; interfere in any way with other tenants or those having business
therein; or bring in or keep any animals or birds in the Premises. Tenant shall
not use the Premises for housing accommodations or lodging or sleeping purposes,
or do any cooking therein, or use any illumination other than electric light.
6. Alterations.
(a) Prohibition. Tenant shall not make any alterations, additions or
improvements (collectively, the "Alterations") in or to the Premises, or in or
to the Building without the express prior written consent of Landlord; provided,
however, that Landlord shall not be unreasonable in withholding or delaying
consent to nonstructural Alterations. Before commencing any work in connection
with the Alterations, Tenant shall furnish to Landlord for its approval the
following: (i) detailed plans and specifications therefor, (ii) names and
addresses of each of the contractors and subcontractors, (iii) copies of all
contracts, subcontracts and necessary permits, (iv) a payment and performance
bond, or other indemnification, in form and amount satisfactory to Landlord,
protecting Landlord against any and all claims, costs, damages, liabilities and
expenses that may arise in connection with the Alterations if such Alterations
exceed $25,000.00, (v) sworn contractor's statements and mechanic lien waivers
covering all work to be performed and such other documentation as is necessary
to comply fully with the mechanics' lien law of the state in which the Premises
is located, and (vi) certificates of insurance, in form and amount satisfactory
to Landlord, from all contractors and subcontractors who will perform labor or
furnish materials, insuring Landlord against any and all liability for personal
injury, including workers' compensation claims and for property damage that may
arise out of or be in any manner connected with the Alterations.
(b) Indemnification. In addition to the indemnity set forth in Paragraph 12
of this Lease, Tenant hereby specifically agrees to indemnify and hold harmless
Landlord from and against any and all liabilities, costs and expenses of every
kind and description, including attorneys' fees, that may arise out of
8
or in any manner be connected with any Alterations made by Tenant. Tenant shall
pay the cost of all such Alterations and all costs associated with decorating
the Premises that may be occasioned thereby. Upon completion of any such
Alterations, Tenant shall furnish Landlord with (i) receipted bills covering all
labor and materials used, together with such documentation as is necessary to
comply fully with the mechanics' lien law of the state in which the Premises are
located; (ii) a true and correct copy of the certificate of occupancy, if one is
issued; and (iii) a certificate of Tenant's architect or engineer stating that
such Alterations were made in accordance with the plans and specifications.
Notice is hereby given that Landlord shall not be liable for any labor or
materials furnished or to be furnished to Tenant upon credit, and that no
mechanic's or other lien for such labor or material shall attach to or affect
the reversion or other estate or interest of Landlord in and to the Premises.
(c) Compliance and Supervision of Alterations. All Alterations made by
Tenant hereunder shall be installed in a good and workmanlike manner, using only
materials of the same or higher quality as those installed in the Building. All
Alterations shall comply with all requirements of Landlord's insurance carriers
and with all laws, rules, ordinances and regulations of any lawful authority.
Tenant shall permit Landlord to supervise construction operations in connection
with any such Alterations, if Landlord requests the right to do so (but Landlord
shall have no obligation to make such requests, or having done so, to supervise
construction). Landlord's supervision of construction shall be done solely for
the benefit of Landlord and shall not alter Tenant's liability and
responsibility under this Paragraph 6.
(d) Landlord's Property. All Alterations, whether temporary or permanent,
including hardware, non-trade fixtures and wall and floor coverings, whether
placed in or upon the Premises by Landlord or Tenant, shall become Landlord's
property and shall remain with the Premises at the termination of this Lease,
whether by lapse of time or otherwise, without compensation, allowance or
credit to Tenant; provided, however, that notwithstanding the foregoing,
Landlord may request that any or all of said Alterations in or upon the Premises
made by Tenant be removed by Tenant at the termination of this Lease. If
Landlord requests such removal or if Tenant removes its trade fixtures, Tenant
shall remove the same prior to the end of the Term and shall repair all damage
to the Premises, the Building or the Property caused by such removal. Tenant
shall not, however, be required to remove floors, ceilings and pipes and wires
concealed in floors, walls or ceilings, provided that Tenant properly cuts and
caps the same, and seals them off in a safe, lawful and workmanlike manner, in
accordance with Landlord's reasonable requirements and all applicable building
codes. If Tenant does not remove any Alterations when requested by Landlord to
do so, Landlord may remove the same and repair all damage caused thereby, and
Tenant shall pay to Landlord the cost of such removal and repair immediately
upon demand therefor by Landlord, plus five percent (5%) of the cost of such
removal to reimburse Landlord for its administrative expense. Tenant's
obligation to observe or perform this covenant shall survive the expiration or
termination of this Lease.
(e) Wiring. Landlord will direct electricians as to where and how telephone
and computer wires are to be introduced. No boring or cutting for wires will be
allowed without Landlord's written consent. The location of telephones, call
boxes and other office equipment affixed to the Premises shall be subject to
Landlord's approval.
7. Mechanics' Liens.
(a) Tenant's Discharging of Liens. If, because of any act or omission of
Tenant, any mechanic's lien or other lien, charge or order for the payment of
money shall be filed against any portion of the Premises, Tenant, at its own
cost and expense, shall cause the same to be discharged of record or bonded
against within thirty (30) days of the filing thereof unless Tenant shall
contest the validity of such lien by appropriate legal proceedings diligently
conducted in good faith and without expense to Landlord; and Tenant shall
indemnify and save harmless Landlord against and from all costs, liabilities,
suits, penalties, claims and demands, including attorneys' fees, on account
thereof
9
(b) Landlord's Discharging of Liens. If Tenant shall fail to cause such
liens to be discharged of record or bonded against within the aforesaid thirty
(30) day period or shall fail to satisfy such liens within ten (10) days after
any judgment in favor of such lien-holders from which no further appeal might be
taken, then Landlord shall have the right to cause the same to be discharged.
All amounts paid by Landlord to cause such liens to be discharged, plus interest
on such amounts at the Default Rate shall constitute Other Charges payable by
Tenant to Landlord.
8. Maintenance and Repair.
(a) Tenant's Maintenance. Tenant, at its sole cost and expense, shall
maintain and repair during the Term of this Lease the Premises and every part
thereof and any and all appurtenances thereto, including but not limited to, the
doors and interior walls of the Premises; special light fixtures; kitchen
fixtures; auxiliary heating, ventilation, or air-conditioning equipment serving
the Premises; and rugs, carpeting, wall coverings, and drapes within the
Premises, whether installed by Tenant or by Landlord on behalf of Tenant, and
whether or not such items will become Landlord's property upon expiration or
termination of this Lease. Notwithstanding the foregoing, Landlord shall
maintain and repair all plumbing fixtures and water supply in the Premises and
Building at Landlord's cost. Notwithstanding the provisions hereof, in the event
that repairs required to be made by Tenant become immediately necessary to avoid
possible injury or damage to persons or property, Landlord may, but shall not be
obligated to, make repairs to such items at Tenant's expense, which shall
constitute Other Charges payable by Tenant to Landlord. Within ten (10) days
after Landlord renders a ▇▇▇▇ for the cost of said repairs, Tenant shall
reimburse Landlord.
(b) Landlord's Maintenance. Subject to Paragraph 8(a) above, Landlord shall
keep, repair and maintain the Building (including the roof, exterior walls and
structural members, the Common Areas, mechanical and electrical equipment, the
exterior and architectural finish, and all items except those excepted elsewhere
in this Lease) of which the Premises are a part, and the lawn, shrubs and other
landscaping on the Property, all in good and tenantable condition during the
Term of this Lease. Landlord shall, in addition, supply reasonable snow removal
for the walkways of the Property during Normal Business Hours (as hereinafter
defined). Tenant shall notify Landlord immediately when any repair to be made by
Landlord is necessary. If any portion of the Building or the Premises is damaged
through the fault or negligence of Tenant, its agents, employees, invitees or
customers, then Tenant shall promptly and properly repair the same at no cost to
Landlord; provided, however, that Landlord may, at its option, make such repairs
and Tenant shall, on demand, pay the cost thereof, together with interest at
the Default Rate to Landlord as Other Charges. Tenant shall immediately give
Landlord written notice of any defect or need for repairs, after which notice
Landlord shall have reasonable opportunity to repair same or cure such defect.
For the purposes of making any repairs or performing any maintenance, Landlord
may block, close or change any entrances, doors, corridors, elevators, or other
facilities in the Building or in the Premises, and may close, block or change
sidewalks, driveways or parking areas of the Property provided that any such
action does not materially or adversely impact Tenant's use of the Premises for
its Permitted Use and Tenant, its customers and employees have access to the
Premises during Normal Business Hours. Landlord shall not be liable to Tenant,
except as expressly provided in this Lease, for any damage and Tenant shall not
be entitled to any abatement of rent by reason of any repairs, alterations or
additions made by Landlord under this Lease provided that any such action does
not materially or adversely impact Tenant's use of the Premises for its
Permitted Use and Tenant, its customers and employees have access to the
Premises during Normal Business Hours.
(c) Inspection. Tenant shall permit Landlord, its agents, employees and
contractors, at any time in the event of an emergency, and otherwise at
reasonable times after advance written notice to Tenant, to take any and all
measures, including inspections, repairs, alterations, additions and
improvements to the Premises or to the Building, as may be necessary or
desirable to safeguard, protect or preserve the Premises, the Building or
Landlord's interests; to operate or improve the Building; to comply
10
on behalf of Tenant with all laws, orders and requirements of governmental or
other authority (if Tenant fails to do so); to examine the Premises to verify
Tenant's compliance with all of the terms, covenants, obligations and conditions
of this Lease; or to exercise any rights with respect to the Premises that
Landlord may exercise in the event of default by Tenant.
9. Common Areas.
(a) Grant. During the Term of this Lease, Landlord grants to Tenant, its
employees, customers and invitees, a nonexclusive license to use, in common with
all others to whom Landlord has granted or may hereafter grant a license to use,
the common areas of the Property, including but not limited to, the sidewalks,
lobbies, halls, passages, exits, entrances, elevators, stairways, restrooms,
parking areas (except as provided for in subparagraph (b) below), driveways and
landscaped areas (collectively, the "Common Areas") subject to reasonable rules
and regulations respecting the Common Areas as Landlord may from time to time
promulgate. The Common Areas shall not be obstructed by Tenant or used for any
purpose other than for ingress to and egress from the Premises. The Common Areas
are not for the use of the general public (but in no way prohibiting entry by
Tenant's customers and invitees) and Landlord shall in all cases retain the
right to control and prevent access thereto by all persons whose presence, in
the judgment of Landlord, shall be prejudicial to the safety, character,
reputation and interests of the Building and its tenants, provided that nothing
herein contained shall be construed to prevent such access to persons with whom
Tenant normally deals in the ordinary course of Tenant's business unless such
persons are engaged in illegal activities. Neither Tenant nor its employees,
customers or invitees shall go upon the roof or mechanical floors or into
mechanical areas of the Building.
(b) Right to Change Common Areas. Landlord may do and perform such acts in
and to the Common Areas as, Landlord, in its good business judgment, shall
determine to be advisable but Landlord shall not do anything to materially
disrupt or interfere with access to the Premises. Landlord hereby reserves the
right to make alterations, additions, deletions or changes to the Common Areas,
including, but not limited to, changes in its size and configuration but
Landlord shall not do anything to materially disrupt or interfere with access to
the Premises.
10. Building Services.
(a) Electric. Landlord shall provide electric power to the Premises.
Electric power furnished by Landlord is intended to be that consumed in normal
office use during Normal Business Hours for lighting, heating, ventilating, air
conditioning and operating all office equipment, and shall replace light bulbs
and tubes when required, if requested by Tenant (the cost of such replacement
light bulbs and tubes, plus the labor cost of such replacement, to be chargeable
to Tenant). Landlord reserves the right, if Tenant's consumption of electricity
exceeds that required for normal office use during Normal Business Hours, to
include a charge for such electricity as rent. Such charge shall be based upon
Landlord's actual cost per unit of electricity for the Building applied to the
excess use as determined by an independent engineer selected by Landlord, or at
Landlord's option, to be determined by a submeter to be furnished and installed
at Tenant's expense. If Tenant refuses to pay upon demand of Landlord such
excess charge, such refusal shall constitute a breach of the obligation to pay
rent under this Lease and shall entitle Landlord to the rights granted in this
Lease for such breach. Tenant shall use strict care and caution to ensure that
all electricity is carefully shut off to prevent waste or damage.
(b) Water. Landlord shall provide water for drinking, lavatory and toilet
purposes from the regular Building supply (at the prevailing temperature)
through fixtures installed by Landlord (or by Tenant with Landlord's prior
written consent); provided that Tenant shall reimburse Landlord, at rates fixed
by Landlord, for water used by Tenant for supplementary air-conditioning or
refrigerating installed by or for Tenant and for any other water used by Tenant
(except for public drinking water and public lavatory use).
-11-
(c) Air-Conditioning and Heat. Landlord shall provide air conditioning
and heat to the Premises for comfortable occupancy during Normal Business
Hours, subject at all times, however, to restrictions placed upon Landlord
by any duly constituted governmental agency and/or by any utility supplier.
Tenant shall cooperate fully with Landlord to assure the effective
operation of the Building's air-conditioning and heating systems, including
the closing of venetian blinds and drapes, and if windows are operable, to
keep them closed when the air-conditioning or heating system is in use.
Tenant shall not use any apparatus or device in, upon or about the Premises
that in any way may increase the amount of such services usually furnished
or supplied to tenants in the Building, and Tenant shall not connect any
apparatus or device with the conduits or pipes, or other means by which
such services are supplied for the purpose of using additional or unusual
amounts of such services, without the prior written consent of Landlord. If
Tenant uses such services under this provision to excess, Landlord reserves
the right to charge Tenant for such services, as rent. If Tenant refuses to
make payment upon demand of Landlord, such excess charge shall constitute a
breach of the obligation to pay rent under this Lease and shall entitle
Landlord to the rights granted in this Lease for such breach.
(d) Janitor Service. Landlord shall provide janitor service in and
about the Premises and the Building at the end of each Monday, Tuesday,
Wednesday, Thursday and Friday, except for Holidays (as hereinafter
defined). Tenant shall not provide any janitor service without Landlord's
prior written consent. If Landlord consents to janitor service provided by
Tenant, the same shall be subject to Landlord's rules and regulations and
to Landlord's supervision, but at Tenant's sole cost and expense (without
reduction in Base Rental or Additional Rental). Landlord shall further
provide carpet cleaning in the Common Areas and window cleaning at such
times as Landlord in its sole opinion, considers that such cleaning is
necessary. Each Tenant shall cooperate with any janitor service in keeping
the Premises neat and clean. Landlord shall be in no way responsible to
Tenant, its agents, employees or invitees, for any loss of property from
the Premises or for any damage to property thereon, from any cause.
(e) Elevator Service. Landlord shall provide passenger elevator during
Normal Business Hours and after hours subject to security restrictions.
(f) Interruption of Services. Tenant hereby acknowledges that any one
or more of the utilities or building services specified in this Paragraph
10 may be interrupted or diminished temporarily by Landlord or other person
until certain repairs, alterations or other improvements to the Premises or
other parts of the Property can be made or by any event or cause which is
beyond Landlord's reasonable control, including, without limitation, any
ration or curtailment of utility services; that Landlord does not
represent, warrant or guarantee to Tenant the continuous availability of
such utilities or building services; and that any such interruption shall
not be deemed or construed to be an interference with Tenant's right of
possession, occupancy and use of the Premises, shall not render Landlord
liable to Tenant for damages or entitle Tenant to any reduction of Base
Rental, and shall not relieve Tenant from its obligation to pay Base Rental
and to perform its other obligations under this Lease, unless such
interruption of service continues and renders the Premises or a portion
thereof unusable for more than ten (10) business days, in which event
Tenant shall have a right to ▇▇▇▇▇ rent to the extent of the interruption.
(g) Energy Curtailment. Landlord and Tenant specifically acknowledge
that energy shortages in the region in which the Property is located may
from time to time necessitate reduced or curtailed energy consumption on
the Property. Tenant shall comply with all such rules and regulations as
may be promulgated from time to time by any governmental authority with
respect to energy consumption, and during such period of time as such
governmental authority may so require, Tenant shall reduce or curtail
operations in the Premises as shall be directed by Landlord or such
governmental authority. Compliance with such rules and regulations and/or
such reduction or curtailment of operation shall not constitute a breach of
Landlord's covenant of quiet enjoyment or otherwise invalidate or affect
this Lease, and Tenant shall not be entitled to any diminution or abatement
in Base Rental during the periods of reduction or curtailment of
operations.
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(h) Normal Business Hours. For purposes of this Lease, "Normal
Business Hours" shall mean 8:00 a.m. to 6:00 p.m., Monday through Friday,
and 8:00 a.m. to 1:00 p.m. on Saturday and not including Sundays and
Holidays.
(i) Holidays. For purposes of this Lease, Holidays shall mean New
Year's Day, Memorial Day. Fourth of July, Labor Day, Thanksgiving and
Christmas.
(j) Directory. Landlord shall maintain a directory of office tenants
in the lobby area of the Building, on which shall be listed the name of
Tenant and its organizational divisions.
11. Estoppel Certificates. Within ten (10) days after written request by
Landlord or Tenant, the other party shall execute, acknowledge and deliver to
the other party or to Landlord's mortgagee, prospective mortgagee, land lessor
or prospective purchaser of the Property or any part thereof, an estoppel
certificate, in form and substance substantially similar to that attached as
Exhibit E and incorporated herein by reference. Tenant shall make such
modifications to such estoppel certificate as may be necessary to make such
certificate true and accurate, it being intended that any such statement
delivered pursuant to this Paragraph 11 may be relied upon by any such
mortgagee, prospective mortgagee, prospective purchaser, or land lessor of the
Property. If either party fails to provide such estoppel certificate with ten
(10) days after the other party's request, the other party shall be deemed to
have approved the contents of any such certificate submitted.
12. Indemnification: Waiver of Claims.
(a) Tenant shall protect, indemnify, defend, and hold harmless Landlord,
its agents, servants, employees, officers, directors and partners forever
against and from (i) any penalty, damages, charges or costs imposed or resulting
from any violation of any law, order or ordinance of any governmental agency, or
by the use and occupancy of the Premises by Tenant, whether occasioned by the
neglect of Tenant or those holding under Tenant; (ii) all claims, losses, costs,
damages and expenses, including attorneys' fees, arising out of or from any
accident or other occurrence on or about the Premises or the Property causing
injury to any person or property, except caused by the sole active negligence or
intentional act or omission of Landlord or its servants, agents or employees;
(iii) all claims, losses, costs, damages and expenses, including attorneys'
fees, arising out of any failure of Tenant in any respect to comply with or
perform all the requirements and provisions of this Lease or arising out of any
use of the Premises or the Property by Tenant or any one claiming by, through or
under Tenant.
(b) Landlord shall not be liable for, and Tenant hereby waives all claims
against Landlord, (i) for any and all damage or loss to fixtures, equipment or
other property of Tenant and Its servants, agents, employees, contractors,
suppliers, invitees, patrons and guests, in, upon or about the Premises or the
Property, or (ii) for injury or death to any person, occurring in, upon or about
the Premises or the Property, resulting from any cause whatever (except caused
by the sole active negligence or intentional act or omission of Landlord or its
servants, agents or employees), including, but not limited to, water, snow,
frost, ice, explosion, falling plaster, fire or gas, smoke or other fumes, nor
by reason of the leaking, breaking, backing up or other malfunction of any
lines, wires, pipes, tanks, boilers, lifts or any other appurtenances,
regardless by whom installed or maintained (Tenant hereby expressly assuming all
responsibility for the safety and security of the person and property of Tenant,
and its servants, agents, employees, contractors, suppliers, invitees, patrons
and guests, while in, upon or about the Premises). The occurrence of any event
described in this Paragraph 12 shall not constitute a breach of Landlord's
covenant of quiet enjoyment set forth in Paragraph 17.
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13. Insurance.
(a) Tenant's Insurance. Tenant, at its sole cost and expense, shall carry
during the entire Term of this Lease, the following types of insurance:
(i) A commercial general liability insurance, covering both the
Premises and the premises under the Bank Lease, against injuries to persons
occurring in, upon or about the Premises, with minimum coverage of Three
Million Dollars ($3,000,000.00) per occurrence and Three Million Dollars
($3,000,000.00) aggregate coverage per one (1) accident or disaster, and
One Million Dollars ($1,000,000.00) for property damage;
(ii) Fire, extended coverage, vandalism and malicious mischief, and
sprinkler damage and all-risk insurance coverage on all personal property,
trade fixtures, floor coverings, wall coverings, furnishings, furniture,
and contents for their full insurable value on a replacement cost basis;
(iii) Business interruption insurance, against loss or damage
resulting from the same risks as are covered by the insurance mentioned in
subparagraph (i) above in an amount equal to the aggregate of one (1)
year's requirement of (A) Base Rental, (B) the amounts payable by Tenant
for Additional Rental as provided in subparagraph 3(b), and (C) insurance
premiums necessary to comply with this Paragraph 13; and
(iv) Workers' Compensation or similar insurance, if and to the extent
required by law and in form and amounts required by law.
(b) Landlord as Additional Insured. All such insurance required to be
maintained by Tenant shall name Landlord as an additional insured and shall be
written with a company or companies reasonably satisfactory to Landlord, having
a policyholder rating of at least "A" and be assigned a financial size category
of at least "Class XIV" as rated in the most recent edition of "Best's Key
Rating Guide" for insurance companies, and authorized to engage in the business
of insurance in the state in which the Premises are located. Tenant shall
deliver to Landlord copies of such policies and customary insurance certificates
evidencing such paid-up insurance. Such insurance shall further provide that the
same may not be canceled, terminated or modified unless the Insurer gives
Landlord and Landlord's mortgagee(s) at least thirty (30) days' prior written
notice thereof.
(c) Landlord's Insurance. Landlord shall maintain in force, at all times
during the Term of this Lease, a policy or policies of fire and extended risk
insurance including malicious mischief and vandalism to the extent of at least
eighty percent (80%) of the insurable value of the Building, including the value
of the Landlord's Work and the Common Areas.
(d) Increase in Premiums. If insurance premiums payable by Landlord or any
other tenant are increased as a result of any breach of Tenant's obligations
under this Lease or as a result of Tenant's use and occupancy of the Premises,
Tenant shall pay to Landlord an amount equal to any increase in such insurance
premiums.
14. Waiver of Subrogation. Neither Landlord nor Tenant shall be liable to
the other for any business interruption or any loss or damage to property or in
any manner growing out of or connected with Tenant's use and occupation of the
Premises, the Building or the Property or the condition thereof or of the
adjoining property, whether or not caused by the negligence or other fault of
Landlord or Tenant or of their respective agents, employees, subtenants,
licensees or assignees provided, however, that this release shall apply only to
the extent that such business interruption or loss or damage Is covered by
insurance, regardless of whether such insurance is payable to or protects
Landlord or Tenant or both.
14
Nothing in this Paragraph 14 shall be construed to impose any other or greater
liability upon either Landlord or Tenant than would have existed in the absence
hereof. Because this Paragraph 14 will preclude the assignment of any claim
mentioned in it by way of subrogation (or otherwise) to an insurance company (or
any other person), each party to this Lease agrees immediately to give to each
insurance company that has issued to it policies of fire and extended coverage
insurance, written notice of the terms of the mutual waivers contained in this
paragraph, and to have the insurance policies properly endorsed, if necessary,
to prevent the invalidation of the insurance coverages because of the mutual
waivers contained in this Paragraph 14.
15. Holding Over. If Tenant retains possession of the Premises or any part
thereof after the termination of this Lease, such tenancy shall (without
limitation on any one of Landlord's rights or remedies therefor) be one at
sufferance from month to month and Tenant shall pay Landlord rent at one and one
half (1-1/2) times the monthly rate in effect immediately prior to the
termination of this Lease for the time the Tenant remains in possession. No
acceptance of rent by, or other act or statement whatsoever on the part of
Landlord or its agent or employee, in the absence of a writing signed by
Landlord, shall be construed as an extension of or as a consent for further
occupancy. Tenant shall indemnify Landlord for all damages, consequential as
well as direct, sustained by reason of Tenant's retention of possession. The
provisions of this Paragraph 15 do not exclude pursuit of Landlord's right of
re-entry or any other right hereunder.
16. Assignment and Sublease.
(a) Prohibition. Tenant shall not assign, convey, mortgage, pledge,
encumber or otherwise transfer this Lease or any interest therein, sublet the
Premises or any part thereof, or permit the use or occupancy of the Premises or
any part thereof by anyone other than Tenant, without receiving Landlord's prior
written consent, which consent shall not be unreasonably withheld or delayed. A
transfer by operation of law, merger or consolidation, or a change of any
partnership interest in Tenant or in the ownership of the voting stock of Tenant
or any direct or indirect parent of Tenant shall be deemed an assignment for
purposes of this Paragraph 16. Notwithstanding the foregoing, this Lease may be
assumed by any bank or savings and loan institution or holding company thereof
which acquires Tenant or is the surviving entity after a merger or consolidation
involving Tenant, provided that the acquiring entity or the entity with which
Tenant is merged or consolidated must have an asset size which is the same as or
larger than Tenant's asset size on the date of the acquisition, merger or
consolidation. Any purported transfer, encumbrance, pledge, mortgage, assignment
or subletting not in compliance herewith shall be void and of no force or
effect. In the event of any assignment, subletting, transfer or occupancy by
someone other than Tenant, whether or not expressly or impliedly approved by
Landlord, Tenant shall, nevertheless, at all times, remain fully responsible and
jointly and severally liable for the payment of the rent and for compliance with
all other obligations imposed upon Tenant under the terms, provisions and
covenants of this Lease. Any assignment or sublease shall contain a provision
whereby the assignee or subtenant agrees to comply with and be bound by all of
the terms, covenants, conditions, provisions and agreements of this Lease to the
extent applicable, and Tenant shall deliver to Landlord, promptly after
execution, an executed copy of each assignment or sublease and an agreement of
compliance by each assignee or subtenant. Any sublease shall also contain a
provision that in the event of default by Tenant hereunder and a termination of
this Lease by Landlord, such subtenant shall, at Landlord's option, attorn to
Landlord as if Landlord were the lessor under the sublease.
(b) Intentionally deleted prior to execution.
(c) Right to Collect Rents Directly. Upon the occurrence of an "event of
default" as set forth in Paragraph 21 hereof, if all or any part of the Premises
is then assigned, sublet, transferred or occupied by someone other than Tenant,
then, in addition to any other remedies provided in this Lease or provided by
law, Landlord, at its option, may collect directly from the assignee, subtenant,
transferee or occupant all
15
rent becoming due to Tenant by reason of the assignment, sublease, transfer or
occupancy. Any collection directly by Landlord from the assignee or subtenant
shall not be construed to constitute a novation or a release of Tenant from the
further performance of its obligations under this Lease.
(d) Excess Rent. If Tenant assigns this Lease or sublets all or a portion
of the Premises for an amount in excess of the Base Rental (or the pro rata
share of Base Rental in the case of a sublease of a portion of the Premises),
then Tenant shall pay to Landlord, as rent, fifty percent (50%) of such excess
received by Tenant.
17. Quiet Enjoyment. If Tenant shall pay the rents and other sums due to be
paid by Tenant hereunder as and when the same become due and payable, and if
Tenant shall keep, observe and perform all of the other terms, covenants and
agreements of this Lease on Tenant's part to be kept, observed and performed,
Tenant shall, at all times during the Term herein granted, peacefully and
quietly have and enjoy possession of the Premises without any encumbrance or
hindrance by, from or through Landlord, its successors and assigns, except for
regulations imposed by any governmental or quasi-governmental agency on the
occupancy of Tenant or the conduct of Tenant's business operations.
18. Compliance with Laws and with Rules and Regulations.
(a) Laws. Tenant, at its sole cost and expense, shall procure any permits
and licenses required for the transaction of Tenant's business in the Premises.
Tenant, at its sole cost and expense, shall promptly observe and comply with all
present and future laws, ordinances, requirements, orders, directives, rules and
regulations of all state, federal, municipal and other agencies or bodies having
jurisdiction relating to the use, condition and occupancy of the Premises, the
Building and the Property ("Governmental Requirements") at any time in force,
applicable to the Premises or to Tenant's use thereof, except that Tenant shall
not be under any obligation to comply with any law, ordinance, rule or
regulation requiring any structural alteration of the Premises, unless such
alteration is required because of a condition that has been created by, or at
the instance of, Tenant, or is required by reason of a breach of any of Tenant's
covenants and agreements under this Lease. Landlord shall not be required to
repair any injury or damage by fire or other cause, or to make any repairs or
replacements of any panels, decoration, office fixtures, railing, ceiling, floor
covering, partitions, or any other property installed in the Premises by Tenant.
Tenant, shall also, during the Term and any extension or renewals hereunder,
comply with at its own cost and expense, and shall promptly correct any
violation of all requirements of any insurance underwriters ("Insurance
Requirements"). Tenant shall indemnify, defend and hold Landlord harmless from
and against any and all losses, damages, claims of third parties and cost of
correcting expenses (including attorneys fees and costs of suit or
administrative proceedings) or fines arising out of Tenant's failure to comply
with Governmental Requirements or Insurance Requirements. The provisions of this
Paragraph 18(a) shall survive the expiration or termination of this Lease.
(b) Rules and Regulations. Tenant shall comply with all rules and
regulations for the Building, which current rules and regulations are attached
hereto as Exhibit F and with such commercially reasonable modifications thereof
and additions thereto as Landlord may make hereafter, from time to time.
Notwithstanding anything contained in this Lease, Landlord shall not be
responsible nor liable to Tenant, it agents, representatives, employees,
invitees or licensees, for the nonobservance by any other tenant of any rules
and regulations.
19. Fire and Casualty.
(a) Termination. If the Premises or the Building or any substantial part of
either is damaged or destroyed by fire or other casualty, cause or condition
whatsoever, and Landlord reasonably determines that such damage or destruction
cannot be repaired within one hundred sixty-five (165) days from the date of the
casualty, Landlord shall give written notice thereof to Tenant within forty-five
(45) days of the date
16
of the casualty, and thereafter either party may terminate this Lease, by
written notice to the other party given within thirty (30) days after the date
of Tenant's receipt of Landlord's determination. If the Premises are damaged or
destroyed or access thereto or use thereof is affected by the damage, then
Landlord's termination shall be effective as of the date of such damage;
otherwise said termination shall be effective thirty (30) days after such
notice. If this Lease is not terminated by the parties within the foregoing
thirty (30) day period and Landlord does not complete the repair and restoration
of the Premises or the Building, as applicable, within one hundred sixty-five
(165) days of the date of the casualty, Tenant shall have the right, exercisable
no later than one hundred eighty (180) days after the casualty, to terminate
this Lease; provided, however, that Tenant's right to terminate this Lease shall
become null and void if Landlord restores or repairs the Premises or the
Building to a state of substantial completion before Tenant has exercised its
right to terminate this Lease. If the damage is solely to the Premises and not
to the Building generally, the termination of this Lease shall not affect the
Bank Lease.
(b) Restoration. Unless this Lease is terminated as herein above provided,
Landlord shall proceed with due diligence to restore, repair and replace the
Premises and the Building to the same condition as they were in as of the
Commencement Date. Provided such damage or destruction was not caused or
contributed to by an intentional act or negligence of Tenant, its agents,
employees, invitees or those for whom Tenant is responsible, from and after the
date of such damage to date of completion of said repairs, replacements and
restorations allowing Tenant occupancy for business purposes, a just proportion
of the rent shall ▇▇▇▇▇ according to the extent the full use and enjoyment of
the Premises are rendered impossible by reason of such damage. Landlord shall be
under no duty to restore any alterations, improvements or additions made by
Tenant. In all cases, due allowance shall be given to Landlord for any
reasonable delays caused by adjustment of insurance loss, strikes, labor
difficulties or any cause beyond Landlord's control in no event shall Landlord
be obligated to replace or repair (i) improvements to the Premises made by or
for any prior tenant, or (ii) any of Tenant's property, including furniture,
furnishings or equipment, Tenant-installed improvements. Tenant shall, promptly
after the completion of Landlord's repairs or restoration, repair and restore
any Tenant-installed improvements and any other improvements to the Premises
made for Tenant at least to the extent of the value and as nearly as possible to
the character of the property involved immediately prior to the casualty, all at
Tenant's cost and expense.
20. Eminent Domain.
(a) Taking. If all the Premises or a substantial part thereof shall be
taken for any public or quasi-public use under any statute or by rights of
eminent domain or by private purchase in lieu thereof; this Lease shall
terminate as of the date of vesting of title. Landlord shall be entitled to
receive the entire award paid for such taking or condemnation, Tenant hereby
assigning to Landlord all Tenant's right, title and interest therein, if any.
Nothing contained herein shall be deemed to give Landlord any interest in or to
require Tenant to assign to Landlord any award made to Tenant for the taking of
personal property or fixtures belonging to Tenant, for the interruption of or
damage to Tenant's business or for Tenant's moving expenses but only if such
award shall be in addition to the award for the Property and the Building (or
portion thereof) containing the Premises.
(b) Termination. If fifty percent (50%) or more of the Building other than
the Premises shall be condemned, taken or purchased in lieu thereof, then
Landlord may terminate this Lease by notifying Tenant of such termination within
sixty (60) days after the date of vesting of title. This Lease shall expire on
the date specified in such notice of termination, which date shall be not less
than sixty (60) days after the giving of such notice. The rent hereunder shall
be apportioned as of such termination date.
(c) No Reduction in Rent. Any such taking, condemnation or temporary
requisition which does not result in a termination of this Lease, as
hereinbefore provided in this Paragraph 20, shall not be cause for any reduction
or diminution of the rental payment hereunder.
17
21. Default.
(a) Defaults. If (i) Tenant fails to pay when due any rent, or any other
sums required to be paid hereunder by Tenant, or (ii) Tenant defaults in the
performance or observance of any other agreement or condition on its part to be
performed or observed, and Tenant shall fail to cure said default within thirty
(30) days after receipt of written notice thereof by Landlord, or (iii) Tenant
files a voluntary petition in bankruptcy or is adjudicated a bankrupt or
insolvent, or files any petition or answer seeking any arrangement, composition,
liquidation or dissolution under any present or future federal, state or other
statute, law or regulation relating to bankruptcy, insolvency or other relief
for debtors or seeks or consents to or acquiesces in the appointment of any
trustee, receiver or liquidator of Tenant or of all or any substantial part of
its properties, or of the Premises, or makes any general assignment for the
benefit of creditors, or admits in writing its inability to pay its debts
generally as they become due; or (iv) a court enters an order, judgment or
decree approving a petition filed against Tenant seeking any arrangement,
composition, liquidation, dissolution or similar relief under any present or
future federal, state or other statute, law or regulation relating to
bankruptcy, insolvency or other relief for debtors, and such order, judgment or
decree shall remain unvacated or unstayed for an aggregate of sixty (60) days
(whether or not consecutive); or (v) Landlord believes in its commercially
reasonable judgment that the prospect of payment or performance of any of the
terms, conditions and covenants of this Lease to be paid or performed by Tenant
are about to be impaired; or (vi) Tenant fails to operate or closes its business
upon the Premises, for reasons other than fire or other casualty or
condemnation, for a period of fifteen (15) consecutive days; or (vii) Tenant
abandons or vacates the Premises or (viii) Tenant defaults in the performance or
observance of any agreement or condition under the Bank Lease not cured within
allowable grace, cure or notice periods; then in any such event and at any time
thereafter, Landlord may, without further notice to Tenant, and in addition to
and not in lieu of any other rights or remedies available to Landlord at law or
in equity, exercise any one or more of the following rights: (i) Upon five (5)
days notice to Tenant, declare to be immediately due and payable, on account of
rent and other charges herein reserved for the balance of the Term (taken
without regard to any early termination of the Term on account of default), a
sum equal to the Accelerated Rent Component (as hereinafter defined), and Tenant
shall remain liable to Landlord as hereinafter provided, and/or (ii) Whether or
not Landlord has elected to recover the Accelerated Rent Component, terminate
this Lease on at least five (5) days notice to Tenant and, on the date specified
in said notice, this Lease and the term hereby demised and all rights of Tenant
hereunder shall expire and terminate and Tenant shall thereupon quit and
surrender possession of the Premises to Landlord in the condition elsewhere
herein required and Tenant shall remain liable to Landlord as hereinafter
provided.
(b) Accelerated Rent Component. For purposes hereof the Accelerated Rent
Component shall mean the aggregate of:
(i) all Base Rental, Additional Rental and Other Charges due from
Tenant to Landlord and in arrears at the time of the election of Landlord
to recover the Accelerated Rent Component,
(ii) the Base Rental reserved for the then entire unexpired balance of
the Term (taken without regard to any early termination of the Term by
virtue of any default), plus all other charges, payments, costs and
expenses herein agreed to be paid by Tenant up to the end of the Term which
shall be capable of precise determination at the time of Landlord's
election to recover the Accelerated Rent Component, discounted to present
value at the rate of five percent (5%) per annum; and
(iii) Landlord's good faith estimate of the Additional Rental and
Other Charges herein agreed to be paid by Tenant up to the end of the Term
which shall not be capable of precise determination as aforesaid (and for
such purposes no estimate of any component of Additional Rental or Other
Charges to accrue pursuant to the provisions of this Lease shall be less
than the amount which
18
would be due if each such component continued at the highest monthly rate or
amount in effect during the twelve (12) months immediately preceding the
default), discounted to present value at the rate of five percent (5%) per
annum.
(c) Re-entry. In any case in which this Lease shall have been terminated,
or in any case in which Landlord shall have elected to recover the Accelerated
Rent Component and any portion of such sum shall remain unpaid, Landlord may
without further notice, enter upon and repossess the Premises in accordance with
applicable law, by summary proceedings or ejectment and may dispossess Tenant
and remove Tenant and all other persons and property from the Premises and may
have, hold and enjoy the Premises and the rents and profits therefrom. Landlord
may, in its own name, as agent for Tenant, if this Lease has not been
terminated, relet the Premises or any part thereof for such term or terms (which
may be greater or less than the period which would otherwise have constituted
the balance of the Term) and on such conditions and provisions (which may
include concessions or free rent) as Landlord in its sole discretion may
determine. Landlord may, in connection with any such reletting, cause the
Premises to be redecorated, altered, divided, consolidated with other space or
otherwise changed or prepared for reletting. No reletting shall be deemed a
surrender and acceptance of the Premises.
(d) Continuing Liability. Tenant shall, with respect to all periods of time
up to and including the expiration of the Term (or what would have been the
expiration date in the absence of default or breach) remain liable to Landlord
as follows:
(i) In the event of termination of this Lease on account of Tenant's
default or breach, Tenant shall remain liable to Landlord for damages equal
to the rent payable under this Lease by Tenant as if this Lease were still
in effect, less the net proceeds of any reletting after deducting all costs
incident thereto (including without limitation all repossession costs,
brokerage and management commissions, operating and legal expenses and
fees, alteration costs and expenses of preparation for reletting) and to
the extent such damages shall not have been recovered by Landlord by virtue
of payment by Tenant of the Accelerated Rent Component (but without
prejudice to the right of Landlord to demand and receive the Accelerated
Rent Component), such damages shall be payable to Landlord, at Landlord's
option, monthly upon presentation to Tenant of a ▇▇▇▇ for the amount due,
or at such other intervals or times as Landlord shall determine.
(ii) In the event and so long as this Lease shall not have been
terminated after default or breach by Tenant, the rent payable under this
Lease shall be reduced by the net proceeds of any reletting by Landlord
(after deducting all costs incident thereto as above set forth) and by any
portion of the Accelerated Rent Component paid by Tenant to Landlord (but
without prejudice to the right of Landlord to demand and receive the
Accelerated Rent Component), and any amount due to Landlord shall be
payable monthly, at Landlord's option, upon presentation to Tenant of a
▇▇▇▇ for the amount due, or at such other intervals or times as Landlord
shall determine.
(e) No Duty to Relet. Provided that Landlord has used reasonable efforts to
do so, Landlord shall in no event be responsible or liable for any failure to
relet the Premises or any part thereof, or for any failure to collect any rent
due upon a reletting.
(f) Additional Rights. As a cumulative and alternative remedy of Landlord
in the event of termination of this Lease by Landlord following any breach or
default by Tenant, Landlord, at its option, shall be entitled to recover damages
for such breach in an amount equal to the Accelerated Rent Component (determined
from and after the date of Landlord's election under this Section 21(f)) less
the fair rental value of the Premises (determined with an equivalent discount to
present value) for the remainder of the Term (taken without regard to the early
termination), and such damages shall be payable by Tenant upon demand.
19
(g) Bankruptcy. Nothing contained in this Lease shall limit or prejudice
the right of Landlord to prove for and obtain as damages incident to a
termination of this Lease, in any bankruptcy, reorganization or other court
proceedings, the maximum amount allowed by any statute or rule of law in effect
when such damages are to be proved.
(h) Overdue Payments. If rent due from Tenant to Landlord shall be overdue
for more than fifteen (15) days after written notice from Landlord, it shall
thereafter bear interest at the Default Rate, including without limitation from
and after judgment, execution sale, filing of a bankruptcy petition and the
like.
(i) Waiver of Defects. No waiver by Landlord of any breach by Tenant or any
of Tenant's obligations, agreements or covenants herein shall be a waiver of any
subsequent breach or of any obligation, agreement or covenant, nor shall any
forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by
Landlord of any rights and remedies with respect to such or any subsequent
breach.
(j) Right or Remedy. No right or remedy herein conferred upon or reserved
to Landlord is intended to be exclusive of any other right or remedy provided
herein or by law, including without limitation consequential damages, but each
shall be cumulative and in addition to every other right or remedy given herein
or now or hereafter existing at law or in equity or by statute.
(k) Confession of Judgment. LANDLORD SHALL HAVE THE FOLLOWING RIGHTS TO
CONFESS JUDGMENT AGAINST TENANT AND ALL PERSONS CLAIMING THROUGH TENANT, FOR
POSSESSION OF THE PREMISES:
(i) Intentionally deleted prior to execution.
(ii) When this Lease shall be terminated by reason of a default by
Tenant or any other reason whatsoever, either during the Term or any
renewal or extension thereof, and also when the Term or any extension
thereof shall have expired, it shall be lawful for any attorney as attorney
for Tenant to confess judgment in ejectment in any competent court against
Tenant and all persons claiming under Tenant for the recovery by Landlord
of possession of the Premises, for which this Lease shall be Landlord's
sufficient warrant. Upon such confession of judgment for possession, if
Landlord so desires, a writ of execution or of possession may issue
forthwith, without any prior writ or proceedings whatsoever. If for any
reason after such action shall have been commenced, the same shall be
determined and the possession of the Premises shall remain in or be
restored to Tenant, then Landlord shall have the right upon any subsequent
or continuing default or defaults, or after expiration of the Lease, or
upon the termination of this Lease as hereinbefore set forth, to confess
judgment in ejectment against Tenant as hereinbefore set forth to recover
possession of the Premises.
(iii) In any action of ejectment and/or for rent in arrears or other
Amount Due, Landlord shall cause to be filed in such action an affidavit
made by Landlord or someone acting for Landlord setting forth the facts
necessary to authorize the entry of judgment, of which facts such affidavit
shall be conclusive evidence. If a true copy of this Lease shall be filed
in such action (and of the truth of the copy such affidavit shall be
sufficient evidence), it shall not be necessary to file the original Lease
as a warrant of attorney, any rule of court, custom or practice to the
contrary notwithstanding.
(iv) Tenant expressly agrees, to the extent not prohibited by law,
that any judgment, order or decree entered against it by or in any court or
magistrate by virtue of the powers of attorney contained in this Lease
shall be final, and that Tenant will not take an appeal, certiorari, writ
of error, exception or objection to the same, or file a motion or rule to
strike off or open or to stay execution of the same, and releases to
Landlord and to any and all attorneys who may appear for Tenant all errors
in the said proceedings and all liability therefor.
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(v) The right to enter judgment against Tenant and to enforce all of
the other provisions of this Lease herein provided for, at the option of
any assignee of this Lease, may be exercised by any assignee of Landlord's
right, title and interest in this Lease in Tenant's own name,
notwithstanding the fact that any or all assignments of said right, title
and interest may not be executed and/or witnessed in accordance with the
Act of Assembly of May 28, 1715, 1 Sm. L. 94, and all supplements and
amendments thereto that have been or may hereafter be passed. Tenant hereby
expressly waives the requirements of said Act of Assembly and any and all
laws regulating the manner and/or form in which such assignments shall be
executed and witnessed.
22. Waiver of Default or Remedy. No waiver of any covenant or condition or
of the breach of any covenant or condition of this Lease shall be taken to
constitute a waiver of any subsequent breach of such covenant or condition nor
to justify or authorize the nonobservance on any other occasion of the same or
of any other covenant or condition hereof, nor shall the acceptance of rent by
Landlord at any time when Tenant is in default under any covenant or condition
hereof be construed as a waiver of such default or of Landlord's right to
terminate this Lease on account of such default, nor shall any waiver or
indulgence granted by Landlord to Tenant be taken as an estoppel against
Landlord, it being expressly understood that if at any time Tenant shall be in
default in any of its covenants or conditions hereunder an acceptance by
Landlord of rental during the continuance of such default or the failure on the
part of Landlord promptly to avail itself of such rights or remedies as Landlord
may have, shall not be construed as a waiver of such default, but Landlord may
at any time thereafter, if such default continues, terminate this Lease or
assert any other rights or remedies available to it on account of such default
in the manner hereinbefore provided.
23. Landlord's Lien. As security for Tenant's payment of rent, damages and
all other payments required to be made by Tenant pursuant to this Lease, Tenant
hereby grants to Landlord a lien upon all property of Tenant now or subsequently
located upon the Premises. If Tenant abandons or vacates any substantial portion
of the Premises or is in default in the payment of any rental, damage or other
payments required to be made pursuant to this Lease, Landlord may enter upon the
Premises in accordance with applicable law and take possession of all or any
part of the personal property, and may sell all or part of the personal property
at a public or private sale, in one or successive sales, with notice, to the
highest bidder for cash, and, on behalf of Tenant, sell and convey all or part
of the personal property delivering to the highest bidder all of Tenant's title
and interest in the personal property sold. The proceeds of the sale of the
personal property shall be applied by Landlord toward the cost of the sale and
then toward the payment of all sums then due by Tenant to Landlord pursuant to
the terms of this Lease.
24. Uniform Commercial Code. To the extent, if any, this Lease grants
Landlord any lien or lien rights greater than provided by the laws pertaining to
"Landlord's Liens", this Lease as intended as and constitutes a security
agreement within the meaning of the Uniform Commercial Code of the state in
which the Premises are located. This Lease does not grant, and is not intended
to grant, Landlord a lien in any property which is not lienable under applicable
banking laws and regulations, including the automated teller machine, teller
terminals and safe deposit boxes. In addition to the rights prescribed in this
Lease, Landlord shall have all of the rights, titles, liens and interests in and
to Tenant's property now or hereafter located upon the Premises that are granted
a secured party, as that term is defined under the Uniform Commercial Code of
the state in which the Premises are located, to secure payment to Landlord of
the various amounts required to be paid by Landlord pursuant to the terms of
this Lease. Tenant will on request execute and deliver to Landlord a financing
statement for the purpose of perfecting Landlord's security interest under this
Lease or Landlord may file this Lease or a memorandum of lease as a financing
statement.
25. Force Majeure. If Landlord or Tenant shall be delayed, hindered in or
prevented from the performance of any act required hereunder (other than the
payment of rent and other charges payable by
21
Tenant) by reason of strikes, lockouts, labor troubles, inability to procure
materials, failure of power, riots, insurrection, the act, failure to act or
default of the other party, war or any other reason beyond the reasonable
control of the party who is seeking additional time for the performance of such
act, then performance of such act shall be excused for the period of the delay
and the period for the performance of any such act shall be extended for a
reasonable period, in no event to exceed a period equivalent to the period of
such delay. No such interruption of any service to be provided by Landlord shall
ever be deemed to be an eviction, actual or constructive, or disturbance of
Tenant's use and possession of the Premises, the Building or the Property.
26. Subordination of Lease.
(a) General. Landlord reserves the right and privilege to subject and
subordinate this Lease to any and all mortgages, deeds of trust or land leases
now existing upon or that may be hereafter placed upon the Premises and the
Property and to all advances made or to be made thereon and all renewals,
modifications, consolidations, replacements or extensions thereof and if such
right is exercised, the lien of any such mortgages, deeds of trust or land
leases shall be superior to all rights hereby or hereunder vested in Tenant, to
the full extent of all sums secured thereby. In confirmation of such
subordination, Tenant shall, on request of Landlord or the holder of any such
mortgages, deed(s) of trust and land leases, execute and deliver to Landlord
within ten (10) days any instrument that Landlord or such holder may reasonably
request.
(b) Rights of Purchaser. If the interest of Landlord under this Lease shall
be transferred by reason of foreclosure, deed in lieu of foreclosure, or other
proceedings for enforcement of any first mortgage or deed of trust on the
Premises, Tenant shall be bound to the transferee (the "Purchaser") and subject
to subparagraph (a) above, Purchaser shall be bound to Tenant under the terms,
covenants and conditions of this Lease for the balance of the Term remaining,
and any extensions or renewals, with the same force and effect as if the
Purchaser were the landlord under this Lease, and at the option of Purchaser,
Tenant shall attorn to the Purchaser (including the mortgagee under any such
mortgage, if It be the Purchaser), as its landlord, the attornment to be
effective and self-operative without the execution of any further instruments
upon the Purchaser succeeding to the interest of Landlord under this Lease. The
respective rights and obligations of Tenant and the Purchaser upon the
attornment, to the extent of the then remaining balance of the Term of this
Lease, and any extensions and renewals, shall be and are the same as those set
forth in this Lease.
(c) Rights of Mortgagee. In the event of any act or omission of Landlord
which would give Tenant the right, immediately or after lapse of a period of
time, to cancel or terminate this Lease, or to claim a partial or total
eviction, Tenant shall not exercise such right (i) until it has given written
notice of such act or omission to the holder of each such mortgage and ground
lease whose name and address shall previously have been furnished to Tenant in
writing, and (ii) until a reasonable period for such holder to remedy such act
or omission shall have elapsed following the giving of such notice (which
reasonable period shall in no event be less than the period to which Landlord
would be entitled, under this Lease or otherwise, after similar notice, to
effect such remedy).
27. Notices and Consents. All notices, demands, requests, consents and
approvals that may or are required to be given by either party to the other
shall be in writing and shall be deemed given when sent by United States
certified or registered mail, postage prepaid, or by overnight courier (a) if
for Tenant, addressed to Tenant at the Building, or at such other place as
Tenant may from time to time designate by notice to Landlord, or (b) if for
Landlord, addressed to Eleven Colonial Penn Plaza Associates, do the BOARD OF
THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Director Real Estate Assets, with a copy to CB
Commercial Real Estate Group, Inc., Eleven Penn Center, Suite 2705, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as Landlord may
from time to time designate by notice to Tenant. All
22
consents and approvals provided for herein must be in writing to be valid.
Notice shall be deemed to have been given if addressed and mailed as above
provided on the date two (2) days after deposit in the United States mail or one
(1) day after deposit with an overnight courier.
28. Security Deposit. INTENTIONALLY DELETED PRIOR TO EXECUTION.
29. Miscellaneous Taxes: Use and Occupancy Tax.
(a) Other Taxes. Tenant shall pay, prior to delinquency, all taxes assessed
against or levied upon its occupancy of the Premises, or upon the fixtures,
furnishings, equipment and all other personal property of Tenant located in the
Premises, if nonpayment thereof shall give rise to a lien on the Premises, and
when possible Tenant shall cause said fixtures, furnishings, equipment and other
personal property to be assessed and billed separately from the property of
Landlord. In the event any or all of Tenant's fixtures, furnishing, equipment
and other personal property, or upon Tenant's occupancy of the Premises, shall
be assessed and taxed with the property of Landlord, Tenant shall pay to
Landlord its share of such taxes within ten (10) days after delivery to Tenant
by Landlord of a statement in writing setting forth the amount of such taxes
applicable to Tenant's fixtures, furnishings, equipment or personal property.
(b) Use and Occupancy Tax. Based upon representations made by Tenant to
Landlord, Landlord acknowledges that Tenant is not currently subject to the City
of Philadelphia Use and Occupancy Tax. Without limiting the foregoing, if Tenant
becomes subject to such tax, Tenant will pay promptly when due and in any event
not later than fifteen (15) days after receipt of a ▇▇▇▇ (whether said ▇▇▇▇ be
submitted by Landlord, the City of Philadelphia or otherwise), all City of
Philadelphia School District Use and Occupancy Tax imposed upon the use and
occupancy of the Premises.
30. Substitute Premises. Intentionally deleted prior to execution.
31. Brokerage Commission. Except for any broker, agent or other person
named below, Landlord and Tenant represent and warrant each to the other that
each has dealt with no broker, agent or other person in connection with this
transaction and that no broker, agent or other person brought about this
transaction. Landlord hereby agrees to pay to CB Commercial Real Estate Group,
Inc. ("Agent") a leasing commission as set forth in that certain Property
Management Agreement between Landlord and Agent. Tenant agrees to indemnify and
hold Landlord harmless from and against any claims by any other broker, agent or
other person claiming a commission or other form of compensation by virtue of
having dealt with Tenant with regard to this leasing transaction. The provisions
of this Paragraph 31 shall survive the termination of this Lease.
32. Hazardous Devices and Contaminants.
(a) Prohibition. Except with the prior written consent of Landlord, Tenant
shall not install or operate any steam or internal combustion engine, boiler,
machinery, refrigerating or heating device or air-conditioning apparatus in or
about the Premises, or carry on any mechanical business therein. Except for
Contaminants (as hereinafter defined) used in the ordinary course of business
and in compliance with Requirements of Law (as hereinafter defined) Tenant and
its agents, employees, contractors and invitees shall not use, store, release,
generate or depose of or permit to be used, stored, released, generated or
disposed of any Contaminants on or in the Premises.
(b) Indemnification. Tenant shall indemnify and hold harmless Landlord, Its
agents, servants, employees, officers and directors forever from and against any
and all liability, claims, demands and causes of action, including, but not
limited to, any and all liability, claims, demands and causes of action by any
governmental authority, property owner or any other third person and any and all
expenses, including
23
attorneys' fees (including, but not limited to, attorneys' fees to enforce
Tenant's obligation of indemnification under this Paragraph 32(b)), relating to
any environmental liability resulting from (i) any Release (as hereinafter
defined) of any Contaminant at the Premises or emanating from the Premises to
adjacent properties or the surrounding environment during the Term of this
Lease; (ii) during the Term of this Lease, any generation, transport, storage,
disposal, treatment or other handling of any Contaminant at the Premises,
including, but not limited to, any and all off-site transport, storage,
disposal, treatment or other handling of any Contaminant generated, produced,
used and/or originating in whole or in part from the Premises; and (iii) any
activities at the Premises during the Term of this Lease that in any way might
be alleged to fail to comply with any Requirements of Law.
(c) Definitions.
(i) "Contaminant" shall mean any substance or waste containing
hazardous substances, pollutants, and contaminants as those terms are
defined in the federal Comprehensive Environmental Response Compensation
and Liability Act, 42 U.S.Q Section 9601 et seq. and any substance
similarly defined or identified in any other federal, provincial or state
laws, rules or regulations governing the manufacture, import, use,
handling, storage, processing, release or disposal of substances or wastes
deemed hazardous, toxic, dangerous or injurious to public health or to the
environment. This definition includes friable asbestos and petroleum or
petroleum-based products.
(ii) "Requirements of Law" shall mean any federal, state or local law,
rule, regulation, permit, agreement, order or other binding determination
of any governmental authority relating to the environment, health or
safety.
(iii) "Release" shall have the same meaning as in the federal
Comprehensive Environmental Response Compensation and Liability Act, 42
U.S.C. Section 9601, et seq.
33. Exculpation. This Lease is executed by certain general partners of
Landlord, not individually, but solely on behalf of, and as the authorized
nominee and agent for ▇▇▇▇▇, and in consideration for entering into this Lease,
Tenant hereby waives any rights to bring a cause of action against the
individuals executing this Lease on behalf of Landlord (except for any cause of
action based upon lack of authority or fraud), and all persons dealing with
Landlord must look solely to STRBO's assets for the enforcement of any claim
against Landlord, and the obligations hereunder are not binding upon, nor shall
resort be had to the private property of any of the trustees, officers,
directors, employees or agents of ▇▇▇▇▇.
34. Signs. Tenant shall not display, inscribe, print, paint, maintain or
affix on any place in or about the Building any sign, notice, legend, direction,
figure or advertisement, except on the doors of the Premises, and then only such
name(s) and matter, and in such color, size, place and materials, as shall first
have been approved by Landlord in writing which approval shall not be
unreasonably withheld or delayed. Landlord reserves the right to install and
maintain a sign or signs on the exterior or interior of the Building, If Tenant
desires, Landlord shall list Tenant on the Building directory board, at no cost
to Tenant; provided, that if Tenant desires to have Landlord list any of
Tenant's personnel on the Building directory, Landlord may do so, subject to
space limitations, at Tenant's sole cost and expense.
35. Locks. No additional locks or similar devices shall be attached to any
door or window without Landlord's prior written consent. Landlord shall approve
Tenant's security program. Except for those keys provided by Landlord, no keys
for any door shall be made. If more than two keys for one lock are desired,
Landlord will provide the same upon payment by Tenant. All keys must be returned
to Landlord at the expiration or Termination of this Lease. Tenant shall see
that the doors and windows, if operable, of the Premises are closed and securely
locked before leaving the Building.
24
36. Employment. Tenant shall not contract for any work or service that
might involve the employment of labor incompatible with the Building employees
or employees of contractors doing work or performing services by or on behalf of
Landlord.
37. Plumbing. Tenant must observe strict care and caution that all water
faucets and water apparatus are shut off before Tenant or its employees leave
the Building to prevent waste or damage. Plumbing fixtures and appliances shall
be used only for purposes for which constructed, and no sweepings, rubbish, rags
or other unsuitable material shall be thrown or placed therein. Damage resulting
to any such fixtures or appliances from misuse by Tenant shall be paid by Tenant
and Landlord shall not in any case be responsible therefor.
38. Certain Rights Reserved to Landlord. Landlord reserves the following
rights:
(a) To name the Building and to change the name or street address of
the Building; provided, however, that if Landlord names the Building after
another bank or savings and loan institution, Tenant shall have the right
to terminate this Lease in accordance with the provisions of Paragraph 51
below.
(b) To designate all sources furnishing sign painting and lettering,
ice, drinking water, towels, toilet supplies, shoe shining, vending
machines, mobile vending service, catering, and like services used on the
Premises or in the Building, provided, however, that Landlord may not take
any action which will diminish the size of Tenant's signage as permitted
hereunder.
(c) On reasonable prior notice to Tenant, to exhibit the Premises to
prospective tenants during the last twelve (12) months of the Term, and to
exhibit the Premises to any prospective purchaser, mortgagee, or assignee
of any mortgage on the Property and to others having a legitimate interest
at any time during the Term; and
(d) To install vending machines of all kinds in the Property,
including, without limitation, the Premises, and to provide mobile vending
service therefor, and to receive all of the revenue derived therefrom;
provided, however, that no vending machines shall be installed by Landlord
in the Premises nor shall any mobile vending service be provided therefor,
unless Tenant so requests.
39. Miscellaneous.
(a) No receipt of money by Landlord from Tenant after the termination of
this Lease or after the service of any notice or after the commencement of any
suit, or after final judgment for possession of the Premises shall reinstate,
continue or extend the Term of this Lease or affect any such notice, demand or
suit or imply consent for any action for which Landlord's consent is required.
(b) The term "Landlord" as used in this Lease, so far as covenants or
agreements on the part of Landlord are concerned, shall be limited to mean and
include only the owner (or ground lessor, as the case may be) for the time being
of the Premises. If the Premises or the underlying lease, if any, be sold or
transferred, the seller thereof shall be automatically and entirely released of
all covenants and obligations under this Lease from and after the date of
conveyance or transfer, provided the purchaser on such sale has assumed and
agreed to carry out all covenants and obligations contained in this Lease to be
performed on the part of Landlord hereunder, it being hereby agreed that the
covenants and obligations, contained in this Lease to be performed on the part
of Landlord, hereunder it being hereby agreed that the covenants and obligations
contained in this Lease shall be binding under Landlord, its successors and
assigns, only during their respective successive period of ownership. The
liability of Landlord and its successors in interest, under or with respect to
this Lease, shall be strictly limited to and enforceable only out of its or
their interest in the Building and Land, and shall not be enforceable Out of any
other assets. No mortgagee or ground lessor which shall succeed to the interest
of Landlord hereunder (either in terms of
25
ownership or possessory rights) shall: (i) be liable for any previous act or
omission of a prior landlord, (ii) be subject to any rental offsets or defenses
against a prior Landlord, (iii) be bound by any amendment of this Lease made
without its written consent, or by payment by Tenant of rent in advance in
excess of one (1) month's rent, (iv) be liable for any security not actually
received by it, or (v) be liable for any initial construction of the
improvements to be made to the Premises or for any allowance or credit to Tenant
for rent, construction costs or other expenses. Subject to the foregoing, the
provisions hereof shall be binding upon and inure to the benefit of the
successors and assigns of Landlord.
(c) It is understood that Landlord may occupy portions of the Building in
the conduct of Landlord's business. In such event, all references herein to
other tenants of the Building shall be deemed to include Landlord as occupant.
(d) All of the covenants of Tenant hereunder shall be deemed and construed
to be "conditions" as well as "covenants" as though the words specifically
expressing or implying covenants and conditions were used in each separate
instance.
(e) In the event of variation or discrepancy among counterparts, Landlord's
original copy of this Lease shall control.
(f) This Lease shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns, provided that this
provision shall in no manner enlarge Tenant's rights of assignment, which right
of assignment has been restricted under the foregoing provisions of this Lease.
40. Relationship of Parties. Any intention to create a joint venture,
partnership or principal and agent relationship between the parties hereto is
hereby expressly disclaimed. This Lease shall create the relationship of
landlord and tenant between Landlord and Tenant.
41. Gender and Number. Whenever words are used herein in any gender, they
shall be construed as though they were used in the gender appropriate to the
context and the circumstances, and whenever words are used herein in the
singular or plural form, they shall be construed as though they were used in the
form appropriate to the context and the circumstances.
42. Topic Heading. Headings and captions in this Lease are inserted for
convenience and reference only and in no way define, limit or describe the scope
or intent of this Lease nor constitute any part of this Lease and are not to be
considered in the construction of this Lease.
43. Counterparts. Several copies of this Lease may be executed by all of
the parties. All executed copies constitute one and the same Lease, binding upon
all parties.
44. Entire Agreement. This Lease contains the entire understanding between
the parties and supersedes any prior understanding or agreements between them
respecting the subject matter. No representations, arrangement, or
understandings except those fully expressed herein, are or shall be binding upon
the parties. No changes, alterations, modifications, additions or qualifications
to the terms of this Lease shall be made or be binding unless made in writing
and signed by each of the parties.
45. Recording The parties agree that this Lease shall not be recorded.
46. Government Law Invalidity of any Provisions. This Lease shall be
subject to and governed by the laws of the Commonwealth of Pennsylvania. If any
term or provision of this Lease or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, the other terms of
this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and be enforced to the fullest extent permitted by law.
47. Right of First Offer. Subject to the rights of other tenants in the
Building and provided that Tenant is not in default of its obligations under
this Lease, Tenant shall have a continuing right of first offer on all or any
portion of the space on the 26th floor of Building that becomes vacant during
the first
26
eight years of the Term of this Lease, including all extensions or renewals (the
"Right of First Offer Space"). Tenant's right of first offer shall be subject to
the following terms and conditions:
(a) In the event that Tenant leases a portion of the Right of First
Offer Space, such portion shall not be less than 500 rentable square feet
and the configuration of such space shall be approved in writing by
Landlord, such approval not to be unreasonably withheld.
(b) Landlord shall provide Tenant with written notice ("Availability
Notice") of the availability of the Right of First Offer Space when such
space becomes available and within Landlord's possession and control, or at
such earlier time as Landlord is otherwise desirous of providing Tenant
with advance notice of the availability of such space. The Availability
Notice shall include Landlord's determination of the Base Rent for the
Right of First Offer Space, which shall be that monthly base rental per
square foot which Landlord is willing to quote to and accept from a third
party for a lease with respect to the Right of First Offer Space to begin
upon substantial completion of the tenant improvements for the Right of
First Refusal Space (for a term coterminous with the Term of this Lease),
subject to any additional rent or rent escalation provisions and factors
which Landlord is willing to quote to and accept from such third party,
including but not limited to, such provisions and factors based on
increases in operating costs, taxes and the Consumer Price Index
("Landlord's Right of First Offer Space Rent"). The Availability Notice
shall also specify any other applicable terms and conditions which Landlord
would require as a part of its lease with a third party.
(c) If Tenant desires to lease such Right of First Offer Space, Tenant
shall, within ten (10) business days after its receipt of the Availability
Notice, notify Landlord in writing that it elects to exercise its right of
first offer for the Right of First Offer Space, which notification shall be
deemed an acceptance of the terms and conditions of the Availability
Notice. If Tenant does not so notify Landlord, Tenant will be deemed to
have irrevocably waived its right of first offer respecting the Right of
First Offer Space.
(d) Tenant shall confirm the exercise of its right of first offer by
its execution of a written amendment to the Lease (to be prepared by
Landlord) consistent with the terms of the Availability Notice, within
fifteen (15) days after receipt by Tenant of such amendment.
48. Renewal.
(a) Conditions. Subject to the provisions of Paragraph 50 below, Tenant is
granted the right and option to extend the term of this Lease with respect to
the then leased premises for two (2) additional period of five (5) years, such
renewal term to commence upon the expiration of the initial term of the Lease,
provided that:
(i) Such option must be exercised, if at all, by written notice to
Landlord given at least nine (9) months prior to the expiration of the
initial term, and
(ii) At the time of the exercise of such option, the Lease shall be in
full force and effect and there shall exist no default by Tenant beyond any
applicable period of grace; and
(iii) Tenant must exercise its renewal options set forth in the Bank
Lease.
(b) Renewal Terms. In the event the foregoing option is effectively
exercised, all the terms and conditions contained in the Lease shall continue to
apply during the renewal term except that:
(i) There shall be a construction allowance equal to fifty percent
(50%) of the construction allowance then being given by Landlord to new
tenants in the Building for new leases of comparable space, but no other
tenant incentives or concessions, and no further right of renewal and
(ii) For and during the renewal term, the minimum annual rent shall be
adjusted to ninety-five percent (95%) of the "Fair Market Rental" (defined
in Paragraph 48(c) below) of the then leased premises and
27
(c) Fair Market Rental. As used herein, the term "Fair Market Rental" shall
mean the prevailing rental rate (taking into account all concessions furnished
over the lease term, but without deduction for tenant improvements or
architectural-related costs or allowances) being obtained by Landlord, based
upon previous rental rates obtained for the Building and/or comparable buildings
in comparable areas; provided that if the manner of charging operating costs or
other items of escalation to tenants in the Building (or for any comparable
buildings utilized by Landlord) is different from that set forth in this Lease,
Landlord shall make a further adjustment to take such difference into account.
(d) Notice. Promptly after the determination by Landlord of the Fair Market
Rental, as set forth above, Landlord shall send written notice to Tenant thereof
and shall advise Tenant of the adjustment to minimum annual rent resulting
therefrom.
49. Conditions. This Lease, and the obligations of the parties hereunder,
are expressly conditioned on the satisfaction of the conditions contained in
this Paragraph 49. If the conditions contained in (i) of this Paragraph 49 are
not satisfied after notice of termination from Tenant or in (ii) of this
Paragraph 49 are not satisfied after notice of termination from either Landlord
or Tenant, then this Lease shall automatically terminate unless the parties
agree otherwise in writing. In the event of such termination, neither party
shall have any further liability hereunder or obligation to the other party.
(i) Landlord shall negotiate an agreement, acceptable to Landlord in
its sole discretion, with CoreStates Bank, N.A. ("CoreStates") concerning
CoreStates' buy-out of its obligations under that certain lease between the
predecessor of Landlord and a predecessor of CoreStates dated August 13,
1985 concerning the retail space on the Ground Floor of the Building on or
before the date which is thirty (30) days from the date hereof.
(ii) Tenant shall obtain all necessary approvals from all governmental
agencies which must approve the location of Tenant's banking facilities on
or before the date which is ninety days from the date hereof Tenant shall
apply for all necessary approvals within ten (10) days from the date hereof
and shall pursue all necessary approvals in good faith and with due
diligence.
50. 2002 Termination. Tenant acknowledges that another tenant in the
building has an option, to lease all or a portion of the space constituting the
Premises commencing on April 30, 2002. If the other tenant exercises its option
to lease the Premises, Landlord shall give notice thereof to Tenant within sixty
(60) days after Landlord receives notice from the other tenant of the exercise
by such tenant of its right to lease the space constituting the Premises.
Thereafter, Tenant shall have the right either (i) to terminate this Lease
effective January 1,2002 (the "2002 Termination Date"), in which event Landlord
shall pay reimburse Tenant for its reasonable moving expenses, but not to exceed
the sum equal to $3.00 per rentable square foot of the Premises then subject to
the terms of this Lease (but in no event including the retail space on the
ground floor of the Building) or (ii) to request Landlord to relocate Tenant to
comparable space within the Building. If Tenant exercises option (ii) above,
Landlord shall make reasonable efforts to find comparable space within the
Building for Tenant's relocation. If comparable relocation space (the
"Relocation Premises") is available in the Building, Landlord shall notify
Tenant and Tenant shall have thirty (30) days from the date of its receipt of
Landlord's notice either to approve of the Relocation Premises or to terminate
this Lease effective on the 2002 Termination Date. If Tenant approves the
Relocation Premises, the following shall occur:
(i) The term of this Lease shall be automatically extended for an
additional four (4) years without the necessity of any further action on
the part of either party, in which case one of the renewal options
contained in Paragraph 48 shall be deleted. The provisions of this Lease
shall remain in full force and effect, except that (i) the amount of Base
Rent applicable to Lease Years 11 through 14 shall be determined by Section
48(c) and (ii) any free rent, rent abatements, Tenant Improvement Allowance
or other concessions which were afforded to Tenant during the original Term
of this Lease shall be deleted from the Lease.
(ii) Landlord and Tenant shall perform their respective obligations
under Section 4 of this Lease relating to Landlord's Work and Tenant's Work
in the Relocation Premises. Landlord shall provide
28
Tenant with a construction allowance determined by multiplying $35.00 per
rentable square foot of the Relocation Premises by a fraction, the
numerator of which is the Price Index (defined below) on January 1, 2002
and the denominator of which is the Price Index on the date hereof, but not
to exceed the sum of $40.00 per rentable square foot of the Relocation
Premises. The "Price Index" is defined as the United States Bureau of Labor
Statistics Consumer Price Index, U.S. Average Urban, Northeast, (1967=100)
or a comparable index most clearly reflecting the rate of inflation if such
Price Index is discontinued.
(iii) Tenant shall relocate to the Relocation Premises when the
Relocation Premises are substantially complete.
51. Building Name/Termination. In the event that Landlord names the
Building after another bank or savings and loan institution, Landlord shall give
Tenant written notice of the new name of the Building at least ten (10) days
before the effective date of such change, and Tenant shall have the right,
exercisable within ninety (90) days after Tenant's receipt of Landlord's notice,
to terminate this Lease or the Bank Lease or both, by giving written notice
thereof to Landlord. If Tenant exercises its right to terminate this Lease,
Tenant shall vacate and surrender the Premises no later than one hundred eighty
(180) days from the date of Landlord's receipt of Tenant's notice of
termination. Upon Tenant's vacation, the Lease shall terminate and the parties
shall have no further obligations to one another except those obligations which
accrued prior to the date of termination. Neither party shall be obligated to
make any payments to the other party on account of the foregoing termination.
IN WITNESS WHEREOF, the parties have executed this Lease as of the day and
year first above written.
Witness: LANDLORD:
ELEVEN COLONIAL PENN PLAZA ASSOCIATES
By: THE BOARD OF THE STATE TEACHERS RETIREMENT
SYSTEM OF OHIO
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: [ILLEGIBLE]
---------------------- ------------------------------------------
Name:
Title:
TENANT:
PENNSYLVANIA SAVINGS BANK
/s/ [ILLEGIBLE] By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
29
STATE OF OHIO )
)SS:
COUNTY OF FRANKLIN )
BE IT REMEMBERED, that on this 10th day of Oct., 1995 before me, the
subscriber, a Notary Public, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the Dep.
Ex. Director of The Board of The Board of the State Teachers Retirement System
of Ohio, the general partner of Eleven Colonial Penn Plaza Associates, a
Pennsylvania limited partnership, known to me and known to me to be the person
who signed the foregoing instrument as such partner, who acknowledged to me that
he signed said instrument as such partner, duly authorized by the partnership so
to do, and that the signing of the same was his free act and deed, as such
partner, for and on behalf of said partnership, for the uses and purposes
therein set forth.
IN TESTIMONY WHEREOF, I have hereunto subscribed by name and affixed the
official seal of my office at Columbus, Ohio, on and year last above written.
[NOTARIAL SEAL] ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
STATE OF OHIO Notary Public, State of Ohio ----------------------------
My Commission Expires Notary Public
June 25, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ )
)SS:
COUNTY OF PHILADELPHIA )
BE IT REMEMBERED, that on this 27 day of September 1995, before me, the
subscriber, a Notary Public and for said County and State personally appeared
the above-named PSB organized under the laws of the State of by ▇. ▇▇▇▇▇▇▇▇ its
President known to me and known to me to be the person who signed the foregoing
instrument as such President, who acknowledged to me that he signed said
instrument as President, duly authorized by the Board of Trustees of said PSB so
to do, and that the signing of the same was a free act and deed, as such
officer, for and on behalf of said PSB, for the uses and purposes therein set
forth.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the my
office at Phila, PA, on the day and year last above written.
/s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
---------------------------------
-----------------------------------
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
PA COMMISSIONER OF DEEDS
MY COMMISSION EXPIRES DEC. 19, 1998
-----------------------------------
30
EXHIBIT A
FLOOR PLAN
----------
EXHIBIT "A"
11 PENN CENTER DEMISED AREA PLAN
--------------------------------------------------------------------------------
TWENTY-SIXTH FLOOR
[GRAPHIC OF FLOOR PLAN]
EXHIBIT B
LEGAL DESCRIPTION
ALL THAT CERTAIN tract of ground situated in the City of Philadelphia,
Commonwealth of Pennsylvania bound and described as follows:
Beginning at the point of intersection of the northerly side of Market
Street (100 feet wide) with the easterly side of Nineteenth Street (50 feet
wide); thence from said point of beginning extending along said side of
Nineteenth Street in a northerly direction 180.00 feet to the southerly side of
Commerce Street (32 feet wide); thence extending in an easterly direction along
said side of Commerce Street 196.00 feet to a point thence leaving the side of
Commerce Street and extending in a southerly direction parallel with Nineteenth
Street 180.00 feet to a point on the northerly side of Market Street, thence
extending along said side of Market Street in a westerly direction 196.00 feet
to the point and place of beginning.
EXHIBIT C
COMMENCEMENT DATE AGREEMENT
THIS COMMENCEMENT DATE AGREEMENT ("Agreement") dated 1995 is between Eleven
Colonial Penn Plaza Associates, a Pennsylvania general partnership, whose
address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, acting as the duly
authorized nominee of The State Teachers Retirement System of Ohio ("Landlord"),
whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and PENNSYLVANIA
SAVINGS BANK, a ____________ ("Tenant"), whose address is Eleven ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH:
A. Landlord and Tenant executed a certain Lease dated __________________,
1995 (the "Lease").
B. The Lease provides that the Lease will commence on the date that
Landlord delivers possession of the Premises (as defined in the Lease) to Tenant
C. Landlord and Tenant now desire to set forth in writing the actual date
of delivery of the Premises and the actual commencement date of the Lease.
NOW THEREFORE in consideration of the mutual covenants and promises
contained herein and other valuable consideration, the parties agree that the
Lease commenced on __________, 199_ and shall terminate on _______________,
____.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on the day and year first above written.
Signed and Acknowledged LANDLORD: Eleven Colonial Penn Plaza Associates
___________________________ By:________________________________
_____________, a general partner
TENANT: PENNSYLVANIA SAVINGS BANK,
a _________________________________
___________________________ By:________________________________
___________________________ Its:____________________________
STATE OF OHIO )
)SS:
COUNTY OF FRANKLIN )
BE IT REMEMBERED, that on this _____ day __________, 19__ before me, the
subscriber, a Notary Public, personally appeared _________________, the
________________ of The Board of the State Teachers Retirement System of Ohio,
the general partner of Eleven Colonial Penn Plaza Associates, a Pennsylvania
limited partnership, by known to me and known to me to be the person who signed
the foregoing instrument as such partner, who acknowledged to me that he signed
said instrument being duly authorized by the partnership and the general partner
so to do, and that the signing of the same was his free act and deed for and on
behalf of said partnership and its general partner, for the uses and purposes
therein set forth.
IN TESTIMONY WHEREOF, I have hereunto subscribed by name and affixed the
official seal of my office at _____________, ______________, on the day and year
last above written.
___________________________________
Notary Public
COMMONWEALTH OF PENNSYLVANIA )
)SS:
COUNTY OF PHILADELPHIA )
BE IT REMEMBERED, that on this __ day ______, 19__, before me, the
subscriber, a Notary Public and for said County and State, personally appeared
the above-named corporation organized under the laws of the State of _________
by ____________, its __________, known to me and known to me to be the person
who signed the foregoing instrument as such ____________ who acknowledged to me
that ____ signed said instrument as such, duly authorized by the
_____________________ of said _____________ so to do, and that the signing of
the same was __ free act and deed, as such officer, for and on behalf of said
______________,for the uses and purposes therein set forth.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the
official seal of my office at ________, ________, on the day and year last above
written.
___________________________________
Notary Public
2
EXHIBIT D
TENANT IMPROVEMENTS
EXHIBIT E
TENANT ESTOPPEL CERTIFICATE
RE: Premises:___________________________________
Lease Dated:________________________________
Amendment(s) Dated:_________________________
Between_____________________________________ (Landlord)
and_________________________________________ (Tenant)
Square Footage Leased.______________________
Floor(s)/Suite #(s):________________________
The undersigned, Tenant under the above-referenced lease ("Lease"), certifies
to the following:
1. We have taken possession of and accepted the Premises described above,
except as follows:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
___________________________
2. The lease terms as described below are true and accurate, and the lease is
in full force and effect:
Base Rent:__________________________________ per year
Expense Stop:_______________________________ per square foot
Escalations:________________________________
Free Rent:__________________________________
Commencement Date:__________________________
Expiration Date:____________________________
Renewals:___________________________________
3. No part of the Premises has been subleased or assigned except as
follows:___________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
___________________
4. The rent has been paid through:____________________________________________
5. The security deposit is ___________________________________________________
There are no tax or insurance escrows______________________________________
6. We are not in default of our obligations under the Lease. Landlord, to the
best of our knowledge, is not in default of its obligations under the
Lease. There exists no defense or counterclaim to rent or other sums
required to be paid by us under or pursuant to the Lease.
If Tenant is a corporation, the undersigned is a duly appointed officer of the
corporation signing this certificate and is the incumbent in the office
indicated under his/her name. In any event, the undersigned individual is duly
authorized to execute this certificate.
Date:________________, 19__ Signed:_______________________________
(Signature)
_______________________________
(Print Name & Title)
EXHIBIT F
RULES AND REGULATIONS
1. The sidewalks, entryways, passages, corridors, stairways and elevators shall
not be obstructed by any of the tenants, their employees or agents, or used by
them for purposes other than ingress or egress to and from their respective
suites. All safes or other heavy articles shall be carried up or into the
Demised Premises only at such times and in such manner as shall be prescribed by
the Landlord and the Landlord shall in all cases have the right to specify a
maximum weight and proper position or location of any such safe or other heavy
article. Any damage done to the Building by taking in or removing any safe or
from overloading any floor in any way shall be paid by the Tenant The cost of
repairing or restoring any part of the Building which shall be defaced or
injured by a tenant, its agents or employees, shall be paid for by the tenant
2. Each tenant will refer all contractors, contractors' representatives and
installation technicians rendering any service on or to the Demised Premises for
the tenant to Landlord for Landlord's approval before performance of any
contractual service. This provision shall apply to all work performed in the
Building, including installation of telephones, telegraph equipment, electrical
devices and attachments and installations of any nature affecting floors, walls,
woodwork, trim windows, ceilings, equipment or any other physical portion of the
Building.
3. Intentionally deleted prior to execution.
4. The janitor of the Building may at all times keep a pass key, and he and
other agents of the Landlord shall at all times be allowed admittance to the
Demised Premises for purposes permitted in tenant's lease.
5. Intentionally deleted prior to execution.
6. No windows or other openings that reflect or admit light into the corridors
or passageways, or to any other place in the Building, shall be covered or
obstructed by any of the tenants.
7. The water closets and other water fixtures shall not be used for any purpose
other than those for which they were constructed, and any damage resulting to
them from misuse or abuse by a tenant or its agents, employees or invitees,
shall be borne by the tenant
8. No person shall disturb the occupants of the Building by the use of any
musical instruments, the making or transmittal of noises which are audible
outside the Demised Premises, or any unreasonable use. No dogs or other animals
or pets of any kind will be allowed in the Building,
9. No bicycles or similar vehicles will be allowed in the Building,
10. Nothing shall be thrown out the windows of the building or down the
stairways or other passages.
11. Tenants shall not be permitted to use or to keep in the Building any
kerosene, camphene, burning fluid or other illuminating materials.
12. If any tenant desires telegraphic, telephonic or other electric connections,
Landlord or its agents will direct the electricians as to where and how the
wires may be introduced, and without such directions no boring or cutting for
wires will be permitted.
13. If a tenant desires shades, they must be of such shape, color, materials and
make as shall be prescribed by Landlord. No outside awnings shall be permitted.
14. No portion of the Building shall be used for the purpose of lodging rooms or
for any immoral or unlawful purposes.
15. Tenants will see each day that the doors of the Demised Premises are
securely locked before leaving the Building.
16. No tenant and no employees of any tenant shall go upon the roof of said
Building without the written consent of Landlord or of the agent of Landlord.
17. The delivery of newspapers and other supplies to tenants in the Building
will be permitted in a manner and at times approved by Landlord.
18. All entrance doors leading from the hallways are to be kept closed at all
times.
19. For the protection of tenants, Landlord reserves the right to refuse
admittance to the Building between the hours of 6:00 P.M.. and 8:00 AM. Monday
through Friday at all times on Saturdays, Sundays, and Legal Holidays, to any
person not producing both a key to such tenant's office or suite and a pass
issued by building management upon the direction of the tenant Tenants will
please instruct the building manager from time to time as to the number of
persons to whom they desire passes issued for this purpose. It will be the
responsibility of the tenant to pick up the passes and key whenever the
employment of a passholder is discontinued.
20. Tenant shall not place door mats in the halls or corridors of the Building.
21. Tenant shall, before closing and leaving the Demised Premises at any time,
turn off all lights, turn off all office machines and other electrical and
mechanical equipment, and lock all doors to the Demised Premises.
LEASE AGREEMENT BETWEEN
ELEVEN COLONIAL PENN PLAZA ASSOCIATES
Landlord
AND
PENNSYLVANIA SAVINGS BANK
a __________________, Tenant
DATED __________, 1995