Lease Agreement between Eleven Colonial Penn Plaza Associates and Ashton Technology Group, Inc. (December 23, 1999)

Summary

This Lease Agreement is between Eleven Colonial Penn Plaza Associates (Landlord) and Ashton Technology Group, Inc. (Tenant), dated December 23, 1999. The Landlord leases approximately 11,833 square feet of office space on the fourth floor of Eleven Penn Center in Philadelphia to the Tenant for a term of ten years. The Tenant agrees to pay escalating annual base rent, starting at $236,660 in the first year, with specified increases each year. The Tenant is also responsible for a proportionate share of operating expenses and real estate taxes. The agreement outlines the premises, rent schedule, and key obligations for both parties.

EX-10.44 5 0005.txt LEASE AGREEMENT EXHIBIT 10.44 LEASE AGREEMENT --------------- THIS LEASE AGREEMENT ("Lease"), dated December 23, 1999, between ELEVEN COLONIAL PENN PLAZA ASSOCIATES ("Landlord"), and ASHTON TECHNOLOGY GROUP, INC., a Delaware corporation ("Tenant"). 1. Premises. In consideration of the rents, terms, provisions and -------- covenants of this Lease, Landlord hereby leases unto Tenant and Tenant hereby rents and accepts from Landlord those certain premises containing approximately 11,833 rentable square feet, located on the Fourth Floor (the "Premises"). The Premises are outlined on the floor plan attached hereto as Exhibit A and incorporated herein by reference. The Premises are contained in 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 Three Thousand Eight Hundred Fifty-Five (3,855) net rentable square feet of retail space. 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. 2. Term. ---- (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 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 Lease Year. (b) Definitions. For purposes of this Lease, the following terms ----------- shall have the following meanings: (i) "Commencement Date" shall mean the date upon which the Premises are substantially completed (as hereinafter defined). 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 thereof. (iv) "Base Year" shall mean calendar year 1999. 3. Rental. ------ (a) Base Rental. Tenant shall pay to Landlord, as base rental (the ----------- "Base Rental") during the Term of this Lease, as follows: (i) for the first Lease Year, Two Hundred Thirty Six Thousand Six Hundred Sixty Dollars ($236,660.00) per annum, payable in equal monthly installments of Nineteen Thousand Seven Hundred Twenty- One and 67/100 Dollars ($19,721.67); (ii) for the second Lease Year, Two Hundred Forty Two Thousand Five Hundred Seventy-Six and 50/100 Dollars ($242,576.50) per annum, payable in equal monthly installments of Twenty Thousand Two Hundred Fourteen and 71/100 Dollars ($20,214.71); (iii) for the third Lease Year, Two Hundred Forty Eight Thousand Four Hundred Ninety-Three Dollars ($248,493.00) per annum, payable in equal monthly installments of Twenty Thousand Seven Hundred Seven and 75/100 Dollars ($20,707.75); (iv) for the fourth Lease Year, Two Hundred Fifty Four Thousand Four Hundred Nine and 50/100 Dollars ($254,409.50) per annum, payable in equal monthly installments of Twenty One Thousand Two Hundred and 79/100 Dollars ($21,200.79); (v) for the fifth Lease Year, Two Hundred Sixty Thousand Three Hundred Twenty-Six Dollars ($260,326.00) per annum, payable in equal monthly installments of Twenty One Thousand Six Hundred Ninety- Three and 83/100 Dollars ($21,693.83); (vi) for the sixth Lease Year, Two Hundred Sixty Six Thousand Two Hundred Forty-Two and 50/100 Dollars ($266,242.50) per annum, payable in equal monthly installments of Twenty Two Thousand One Hundred Eighty-Six and 88/100 Dollars ($22,186.88); (vii) for the seventh Lease Year, Two Hundred Seventy Two Thousand One Hundred Fifty-Nine Dollars ($272,159.00) per annum, payable in equal monthly installments of Twenty Two Thousand Six Hundred Seventy-Nine and 92/100 Dollars ($22,679.92); (viii) for the eighth Lease Year, Two Hundred Seventy Eight Thousand Seventy-Five and 50/100 Dollars ($278,075.50) per annum, payable in equal monthly installments of Twenty Three Thousand One Hundred Seventy-Two and 96/100 Dollars ($23,172.96); (ix) for the ninth Lease Year, Two Hundred Eighty Three Thousand Nine Hundred Ninety-Two Dollars ($283,992.00) per annum, payable in equal monthly installments of Twenty Three Thousand Six Hundred Sixty-Six Dollars ($23,666.00); (x) for the remainder of the term of this Lease commencing with the tenth Lease Year, Two Hundred Eighty Nine Thousand Nine Hundred Eight and 50/100 Dollars ($289,908.50) per annum, payable in equal monthly installments of Twenty Four Thousand One Hundred Fifty-Nine and 04/100 Dollars ($24,159.04). Each monthly installment of Base Rental shall be due and payable in advance, on or before the first day of each and every month during the Term, without notice, demand or set-off; provided, however, that the first month's rent shall be due and payable upon execution of this Lease. (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 of the Building, or 1.7411 percent (1.7411%). (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 1.7313 percent (1.7313%). (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 costs 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; (C) repair and maintenance of HVAC systems, elevators 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 maintenance program; (N) personal property taxes on property used in the operation, maintenance, service and management of the Property; (O) the cost, as reasonably amortized by Landlord and in accordance with generally accepted accounting principles, with interest at the rate of ten percent (10%) per 2 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 the reduction in Operating Expenses for the relevant year; (P) the cost, as reasonably amortized by Landlord, with interest at the rate of ten percent (10%) per annum on the unamortized amount, of any improvement, capital or otherwise, made after completion of initial construction of the Building, which directly enhances the safety of the tenants in the Building generally; (Q) management fees relating to the Property; (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 reasonable expenses necessary for the operation and management of the Property. (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. (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. (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 the estimated amount of Tenant's Tax and Operating Expense Adjustment shall be made for each year and Landlord shall 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. If during the last Lease Year, Tenant shall be owed a credit for Tax and Operating Expense overpayments, Landlord shall refund the amount of such credit to Tenant within thirty (30) days after Tenant's receipt of Landlord's Statement. 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 3 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. Tenant's Proportionate Share of Operating Expenses is ------------- a fixed percentage and does not vary with changing occupancy levels of the Building. Operating Expenses are computed for the Building as a whole. Accordingly, in order to stabilize the calculation of increases in Operating Expenses on a rentable square foot basis for the Premises, a further adjustment is to be made as follows: In determining Operating Expenses for any year (including the Base Year), if the Building was less than fully occupied during such entire year, or was not in operation during such entire year, then Operating Expenses shall be annualized by Landlord (taking into account seasonal variations) and adjusted to reflect the amount that such expenses would normally be expected to have been, in the reasonable estimate of Landlord, had the Building been fully occupied and operational throughout such year, except that in no event shall such adjustment result in an amount less than the actual Operating Expenses. (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 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, other than 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). Tenant shall not disclose to any party any information regarding said details of Landlord's Statement. Any change in Landlord's Statement required by 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 ten percent (10%) 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. If during the last Lease Year, Tenant shall be owed a credit for Operating Expenses or Real Estate Taxes overpayments, Landlord shall refund the amount of such credit to Tenant, within thirty (30) days after Tenant's receipt of Landlord's Statement. 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, 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 4 increased rent plus the reasonable 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 fifth (5th) business day of the month in which it is due, other remedies for nonpayment of rent notwithstanding, Tenant shall pay to Landlord, after written notice from Landlord (provided Landlord shall not be required to provide such notice more than once in any twelve month period) 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 the greater of (i) a rate of interest equal to ten percent (10%) per annum; or (ii) a rate of interest equal to the prime rate as announced from time to time by Bank One, Columbus, N.A., plus three percent (3%) 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 Richard Ellis, Inc., Department 1396, Cincinnati, Ohio ###-###-####, or at such other place as Landlord may designate from time to time hereafter by written notice to Tenant. 4. Construction. ------------ (a) Improvements to be Constructed. Landlord, at its own cost and ------------------------------ expense, shall perform the work and make the installations in the Premises in accordance with the space plan SK5-04 dated October 29, 1999 prepared by Space Design Incorporated and the related scope of work letter, both of which are attached hereto as Exhibit D and incorporated herein by reference (the "Plans"). Landlord shall pay for the costs of the preparation of the Plans and the construction documents in connection therewith and shall reimburse Tenant for the cost of preparing the preliminary space plans for the Premises. Except as expressly set forth in Exhibit D, Landlord has made no promise to alter, remodel or improve the Premises, the Building or the Property. (b) Work Prior to Commencement Date. All work in accordance with the ------------------------------- Plans ("Work") in the Premises is estimated to be substantially completed prior to March 1, 2000 (the "Estimated Completion Date"). Tenant may make changes in the Plans on or before December 10, 1999; provided, however, that in such event Landlord shall be given a reasonable extension of time to complete Work after the Estimated Completion Date. Any extension of time and modifications to the Plans shall be in writing, dated and signed by both parties. The Estimated Completion Date shall be postponed in the event of (i) the unavailability of materials and equipment that have been specified and requested by Tenant or (ii) delays caused by acts of God, strikes and other events beyond the reasonable control of Landlord, and neither circumstance shall give rise to liability of Landlord. (c) Bidding Process. Landlord has agreed to bid the Work to at --------------- least three (3) reputable general contractors. Landlord and Tenant shall cooperate in determining which general contractors are offered the right to bid on the Work, provided, however, Landlord shall make the final determination. Landlord and Tenant shall cooperate in evaluating the results of the bidding process and Landlord, in consultation with Tenant, shall select the general contractor with the lowest qualified bid to do the Work in accordance with the provisions of this Section 4(c). (d) Availability of Premises Prior to Commencement Date. If Landlord, --------------------------------------------------- at Tenant's request, makes the Premises available to Tenant before the Commencement Date to decorate, furnish, and equip the Premises, Tenant 5 shall not interfere with the completion of 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. (e) Substantial Completion. As used herein, Work in the Premises ---------------------- shall be "substantially completed" when said work has been completed in accordance with the Plans (subject to the completion of punch list items), 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 Work. (f) 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 date the Premises are substantially completed, 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) delays, not caused by Landlord, in furnishing materials or procuring labor required for installations or work in the Premises which are not customarily provided by Landlord for office tenants in the Building, provided that Tenant shall be notified of Landlord's good faith estimate of the anticipated delay promptly after discovery thereof by Landlord, and shall be given an opportunity to specify alternative materials or requirements or to return to installations or work customarily provided by Landlord for office tenants, and further provided that, in the event Tenant shall specify such alternative materials or requirements, any delay incurred prior to Landlord's notice of the anticipated delay with respect to the work in question shall not be considered to be a delay chargeable to Tenant under this Section 4(e) (and shall therefore not be subtracted in determining the Commencement Date); or (iii) 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. (g) Condition of Premises. Except 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 as good a condition as when Tenant took possession or as same may thereafter have been put by Landlord, 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. (h) Effect of Delays. Landlord presently estimates that the date of ---------------- substantial completion of the Premises will be March 1, 2000. 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 6 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. (i) 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 the conduct of general --- office use and computing facilities and broker/dealer operations 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. (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. ----------- 7 (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 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, (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 reasonable attorneys' fees, that may arise out of or in any manner be connected with any Alterations made by Tenant, unless the liabilities, costs or expenses are due to the willful misconduct of the Landlord, its agents, servants, contractors or employees. 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 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 8 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 fifteen percent (15%) of the cost of such removal to reimburse Landlord for its administrative expense. Notwithstanding the foregoing provision, Landlord may not require Tenant to remove any Alterations for which Tenant shall have requested in writing an advance determination regarding removal if Landlord shall not have then reserved the right to do so. If Tenant desires an advance determination regarding removal of any particular Alteration, Tenant shall request such an advance determination in writing at the same time that Tenant shall seek consent from Landlord for such Alteration, or, if Landlord's consent shall not be required, prior to performing such Alterations. Such request, to be effective, must state that the failure of Landlord to reserve Landlord's right to require removal shall be deemed a waiver of such right. Tenant's obligation to observe or perform the covenants under this Paragraph 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, which consent shall not be unreasonably withheld or delayed. 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 Property, Tenant, at its own cost and expense, shall cause the same to be discharged of record or bonded against within ten (10) 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. (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 ten (10) day period, or if contested by Tenant 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, in addition to all other rights or remedies of Landlord, 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; private bathroom fixtures and any other type of special equipment, together with related plumbing or electrical services; 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 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 Tenant's receipt of Landlord's bill for the cost of said repairs, Tenant shall reimburse Landlord. Landlord's bill shall be deemed to have been 9 received by Tenant one (1) day after Landlord deposits such bill with a hand delivery or overnight carrier, or two (2) days after deposit in the United States mail if sent by certified mail. (b) Landlord's Maintenance. Subject to Paragraph 8(a) above, Landlord ---------------------- shall keep, repair and maintain the Building (including the roof 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. Landlord shall not be liable to Tenant, except as expressly provided in this Lease, for any damage or inconvenience 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. (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 and upon reasonable prior notice by Landlord, 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 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 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. Landlord hereby reserves the right 10 to make alterations, additions, deletions or changes to the Common Areas, including, but not limited to, changes in its size and configuration. 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 or for use after Normal Business Hours, to include a charge for such electricity as rent. Such charge shall be based upon the average cost per unit of electricity for the Building applied to the excess use as determined by an independent engineer selected by Landlord. Landlord shall also have the option, at Landlord's discretion, to install at Tenant's cost, such installation cost to be agreed to by Landlord and Tenant, a submeter for the Premises and Tenant shall pay the expense of such excess electrical usage. If Tenant refuses to pay upon demand of Landlord such excess charge, or refuses to pay when billed the charges measured by the submeter, 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). (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, which consent shall not be unreasonably withheld or delayed. 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. Tenant shall have the right to supplemental air conditioning at the Building at any time at a current cost to Tenant of five cents ($0.05) per ton per hour for condenser water, plus any additional electrical costs of air conditioning appliances. As depicted on the Plans, Landlord shall, at its own cost and expense, install a separately metered air conditioning unit for such purposes. (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, which consent shall not be unreasonably withheld or delayed. If Landlord consents to janitor service provided by Tenant, the same shall be 11 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. (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 the interruption of utilities or building services is due to the willful misconduct of the Landlord, its agents, servants, contractors or employees. (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. (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 Tenant's receipt --------------------- of a 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 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 Tenant fails to provide such estoppel 12 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. Landlord's written request under this Paragraph shall be deemed to have been received by Tenant one (1) day after Landlord deposits such request with a hand delivery or overnight carrier, or two (2) days after deposit in the United States mail if sent by certified mail. 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 reasonable 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, contractors, agents or employees; (iii) all claims, losses, costs, damages and expenses, including reasonable 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. 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) Commercial general liability insurance against injuries to persons occurring in, upon or about the Premises, with minimum coverage of Two Million Dollars ($2,000,000.00) 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; 13 (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 sixty (60) 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 insurance to the extent of at least eighty percent (80%) of the insurable value of the Building. (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. 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 hundred fifty percent (150%) of 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. ----------------------- 14 (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. 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) Assignment to Affiliates. Landlord shall not withhold its consent to ------------------------ an assignment or subletting to an affiliate or subsidiary of Tenant, Tenant's parent company and the parent company's wholly-owned subsidiaries or to any party resulting from a merger or consolidation with Tenant or any of its divisions, subsidiaries or affiliates or to any party that purchases substantially all of Tenant's assets and assumes substantially all of Tenant's liabilities. (c) Option to Cancel. Upon receipt of Tenant's written request for ---------------- Landlord's consent to subletting, assignment, transfer or occupancy by someone other than Tenant, Landlord shall have the option to cancel this Lease as of the date the requested subletting, assignment, transfer or occupancy by someone other than Tenant is to be effective. Landlord shall exercise its option to cancel this Lease by written notice to Tenant within thirty (30) days after Landlord receives Tenant's request for Landlord's consent. (d) 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 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. (e) 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, twenty-five percent (25%) of such excess received by Tenant. (f) Landlord's Costs. If Tenant shall assign this Lease or shall sublet ---------------- all or any part of the Premises or shall request the consent of Landlord to any assignment, subletting or other act, Tenant shall pay to Landlord as additional rent Landlord's costs related thereto, including Landlord's reasonable attorneys' fees, the sum of which shall not exceed Three Thousand Dollars ($3,000.00). 15 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, 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, unless such injury or damage is due to the willful misconduct of the Landlord, its agents, servants, contractors or employees. 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 reasonable 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 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, its agents, representatives, employees, invitees or licensees, for the nonobservance by any other tenant of any rules and regulations. Any addition, deletion or modification to the Rules and Regulations shall apply equitably to all similarly situated tenants in the Building. 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 such damage or destruction cannot be repaired within one hundred twenty days (120) days, Landlord may terminate this Lease, by written notice to Tenant given within thirty (30) days after such damage. 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 any substantial part of the Premises is damaged or destroyed by fire or other casualty, cause or condition whatsoever, and Tenant is unable to reasonably conduct its normal business functions in the Premises, Tenant shall have the right to terminate this Lease subsequent to one hundred eighty days (180) days after the occurrence of such damage or destruction by giving Landlord written notice within thirty (30) days of such 180 day period; provided, however, that Tenant may not terminate this Lease as provided herein if by the 180/th/ day following the damage or destruction Landlord has commenced the 16 rebuilding/restoration of the Premises and such rebuilding/restoration may be substantially completed, as determined by Landlord, by the two hundred seventieth (270/th/) day after the occurrence of such damage or destruction. (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, a just proportion of the rent shall abate 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 reasonable control. 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. 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 twenty (20) days (or such longer period as is reasonably required to correct any such default, provided Tenant promptly commences and diligently continues to effectuate a cure) 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 17 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 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 thirty (30) consecutive days; or (vii) Tenant abandons or vacates the Premises; 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 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, by summary proceedings, ejectment or otherwise, 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. 18 (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, reasonable 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 bill 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 bill for the amount due, or at such other intervals or times as Landlord shall determine. (e) No Duty to Relet. 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. (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 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 19 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 AND/OR FOR MONIES OWED TO LANDLORD: (i) If rent or any charges hereby reserved as rent, or damages by reason thereof, or any other sum due and payable in connection with this Lease, including without limitation any late fees or interest accrued or accruing thereon, and any reimbursement for attorney fees owed by Tenant (collectively, the "Amounts Due"), shall remain unpaid on any day when the same is due beyond any applicable grace period (if any), whether prior to or after the termination or expiration of this Lease, Tenant hereby empowers any Prothonotary, Clerk of Court or attorney of any court of record to appear for Tenant in any and all actions which may be brought for the Amounts Due, or any portions thereof, or for amounts agreed to be paid by Tenant, and to confess judgment against Tenant in any competent court for the recovery of rent or other charges, payments, costs and expenses. In such suits or actions, Tenant empowers such Prothonotary, Clerk of Court or attorney to confess judgment against Tenant for all or any part of the rent specified in this Lease and then unpaid or any other Amount Due, including without limitation, at Landlord's option, the Accelerated Rent Component or the rent for the entire unexpired balance of the Term, and for interest and costs, together with an attorney's commission equal to the greater of $2,000.00 or 5% of the amount so confessed. Such authority shall not be exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time to time as often as any rent or any other Amount Due shall fall due or be in arrears, including without limitation for the same Amounts Due as previously confessed if and to the extent that a previous confession of judgment shall be stricken or otherwise invalidated without a final decision on the merits of the claim. Such powers may be exercised as well after the expiration of the Term, during any extension or renewal, and/or after the termination of this Lease. (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 20 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. (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, by force if necessary, 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 or without 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. This lien shall not apply to any equipment or furnishings leased to Tenant by a third party. 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 is intended as and constitutes a security agreement within the meaning of the Uniform Commercial Code of the state in which the Premises are located. 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 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 21 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") 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, provided, however, the Purchaser shall (i) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Purchaser's succession to Landlord's interest under this Lease; (ii) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Purchaser's succession to Landlord's interest under this Lease; and (iii) not be liable for the return of any security deposit under the Lease unless the same shall have actually been deposited with such Purchaser. (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, c/o STRS of Ohio, 275 E. Broad Street, Columbus, Ohio ###-###-####, Attention: Director Real Estate Assets, with a copy to CB Richard Ellis, Inc., Eleven Penn Center, Suite 2705, 1835 Market Street, Philadelphia, Pennsylvania 19103, or at such other place as Landlord may from time to time designate by notice to Tenant. All consents and approvals provided for herein must be in writing to be valid. 22 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. ---------------- (a) Letter of Credit. Upon execution of this Lease, Tenant shall ---------------- deposit with Landlord the sum of Five Hundred Thousand Dollars ($500,000.00) in the form of an irrevocable, unconditional letter of credit, in the above stated amount, in form and substance substantially as attached hereto as Exhibit G and issued by a banking institution acceptable by Landlord, in its sole discretion, as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. Commencing on the first anniversary of the Commencement Date, and on each anniversary thereafter, Tenant shall be entitled to reduce the amount of the Letter of Credit by Fifty Thousand Dollars ($50,000.00) per annum, or if Landlord is holding the security, Landlord shall reimburse to Tenant Fifty Thousand Dollars ($50,000.00) per annum, provided Tenant is not then in default of this Lease beyond any applicable grace period. Each letter of credit shall have an expiration date which is not longer than one year from its delivery date and shall be issued by a banking institution acceptable by Landlord in its sole discretion. From time to time, Tenant shall deliver a replacement letter of credit no later than thirty (30) days prior to the expiration of the then outstanding letter of credit. Alternatively, each letter of credit shall have an expiration date which is not longer than one (1) year from its delivery date, but may be renewed automatically, provided the Landlord does not within ninety (90) days of the expiration date object to the banking institution issuing the extended letter of credit, which objection may be made in Landlord's sole discretion. In the event Landlord so objects to such banking institution, Tenant shall deliver a replacement letter of credit issued by a banking institution acceptable to Landlord, in its sole discretion, no later than thirty (30) days prior to the expiration of the then outstanding letter of credit. If Tenant shall fail to do so, then Landlord shall be entitled to draw immediately under the letter of credit, without being required to give notice or provide a grace period to Tenant, and to hold the funds so drawn as a cash security deposit in accordance with the provisions of this Lease. (b) Security. If Tenant defaults beyond any applicable grace period -------- with respect to any provision of this Lease, including, but not limited to, the provisions relating to the payment of rent, Landlord may use, apply or retain all or any part of the security deposit for the payment of any rent or any other sum in default or for the payment of any other amount that Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss, cost or damage that Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a default under this Lease. Notwithstanding anything to the contrary contained in any law or statute now existing or hereinafter passed, Landlord shall have the right to commingle any security deposit required hereunder with Landlord's general funds, and Tenant shall not be entitled to any interest on said security deposit, and Landlord shall not be obligated to hold said security in trust or in a separate account. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last transferee of Tenant's interest hereunder) at the expiration of the Term and upon Tenant's vacation of the Premises. In the event of bankruptcy or other debtor-creditor proceedings against Tenant, such security deposit shall be deemed to be applied first to the payment of rent and other charges due Landlord for all periods prior to filing of such proceedings. (c) Successor. Landlord may deliver the security deposit to the --------- purchaser of Landlord's interest in the Premises in the event that such interest be sold and thereupon Landlord shall be discharged from any further liability with respect to such deposit, and this provision shall also apply to any subsequent transferees of Landlord. 23 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. Without limiting the foregoing, Tenant --------------------- will pay promptly when due and in any event not later than fifteen (15) days after receipt of a bill (whether said bill 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. Landlord shall have the right, at its option upon ------------------- not less than sixty (60) days prior written notice to Tenant, to relocate Tenant and to substitute for the Premises described above other space in the Building containing at least as much rentable area as the Premises. If Tenant is already in occupancy of the Premises, then Landlord shall also reimburse Tenant for Tenant's reasonable moving and telephone relocation expenses, including reasonable expenses for computer cabling, alarm systems and the stock market feed system, and up to Two Thousand Dollars ($2,000.00) for new stationery and marketing materials containing Tenant=s address upon submission to Landlord of receipts for such expenditures incurred by Tenant. 31. Brokerage Commission. Landlord and Tenant represent and warrant that -------------------- they have not dealt with any broker or agent in the negotiation for or the obtaining of this Lease, other than CB Richard Ellis, Inc. and Alliance Group International, Inc./Corridor Commercial Real Estate Group, Inc./CRESA XBaltimore ("Agents") and agree to indemnify and hold each other harmless from any and all cost or liability for compensation claimed by any such broker or agent, other than Agents, employed by Landlord or Tenant or claiming to have been engaged by Landlord or Tenant in connection with this Lease. The parties acknowledge that Agents have acted only as agent with respect to the procurement and negotiation of this Lease, and agree that Agents shall not be responsible or liable for any term, provision or condition of this Lease. Agents are entitled to a leasing commission in connection with the making of this Lease, which shall be paid by Landlord pursuant to a separate agreement. 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, ----------- which consent shall not be unreasonably withheld or delayed, 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. 24 (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 reasonable 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, unless the Contaminant at the Premises is caused by the willful misconduct of the Landlord, its agents, servants, contractors or employees. (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.C. 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. (d) Landlord's Representation. To Landlord's actual knowledge, no ------------------------- Contaminants have been handled, placed or disposed of in or about the Premises by the Landlord except in compliance with all requirements of law, and Landlord has not received any notice of violation, notices of claims or request for information concerning the handling, placing or disposing of Contaminants at the Premises. For purposes of this Section, the term "Landlord's actual knowledge" shall mean the actual knowledge of Landlord=s building manager. 33. Exculpation. This Lease is executed by certain employees of The State ----------- Teachers Retirement System of Ohio, not individually, but solely on behalf of Landlord, the authorized nominee and agent for The State Teachers Retirement Board of Ohio ("STRBO"). 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 Landlord'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 STRBO.. 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 25 writing. 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 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, which consent shall not be unreasonably withheld or delayed. 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. 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; (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; (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 26 obligations contained in this Lease to be performed on the part of Landlord hereunder and which arise thereafter, it being hereby agreed that the covenants and obligations contained in this Lease to be performed on the part of Landlord shall be binding against 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 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 Headings. 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, 27 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. Governing 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. Parking. As of the date of the execution of this Lease, the current ------- monthly rate for parking in the garage attached to the Building is Two Hundred Fifty Dollars ($250.00) per month per space for valet parking service and Two Hundred Seventy-Five Dollars ($275.00) per month per space for reserved parking. Landlord shall provide Tenant with up to three (3) valet parking spaces in said garage, provided Tenant notifies Landlord in writing of the number of parking spaces (not to exceed three 3) that Tenant decides to lease, which notice shall be given within thirty (30) days of the Commencement Date. In the event Tenant fails to provide such notice or fails to lease all three (3) spaces, Tenant waives its right to lease such spaces as provided hereunder, unless or until such unused parking spaces, if any, shall again be available. 48. Twelfth Floor Temporary Space. Provided Landlord and Tenant fully ----------------------------- execute this Lease on or before December 5, 1999, Tenant shall be permitted to occupy approximately 3523 rentable square feet of space on the twelfth floor of the Building (the "Twelfth Floor Space"), which space is outlined on Exhibit I attached hereto and made a part hereof, under the following terms and conditions: (i) Tenant accepts the Twelfth Floor Space in its existing "AS-IS" condition; (ii) Tenant shall occupy the Twelfth Floor Space, commencing on the date of commencement of Work, until the Commencement Date but in no event later than April 15, 2000; and (iii) all of the terms and conditions with respect to the Premises shall apply to the Twelfth Floor Space (including, but not limited to, Tenant's insurance and indemnity obligations) except that Tenant shall have no obligation to pay any Base Rental or additional rent on account of Operating Expenses or Real Estate Taxes for the Twelfth Floor Space. Once the Premises shall have been substantially completed, Tenant shall vacate the Twelfth Floor Space and return the Twelfth Floor Space to Landlord, broom-clean, in the same condition Tenant received such space, normal wear and tear and damage by casualty accepted. Notwithstanding the foregoing, Tenant will pay promptly when due and in any event not later than fifteen (15) days after receipt of a bill (whether said bill 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 Twelfth Floor Space. 49. Option to Renew. --------------- (a) Conditions. Tenant is granted the right and option to extend the ---------- term of this Lease with respect to the Premises for one (1) 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. 28 (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 no construction allowance or other tenant incentives or concessions, and no further right of renewal; and (ii) For and during the renewal term, the annual Base Rental shall be adjusted to the "Fair Market Rental" (defined in Paragraph 48(c) below) of the Premises. (c) Fair Market Rental. As used herein, the term "Fair Market ------------------ Rental" shall mean the prevailing rental rate including any increases to such rate during the renewal term (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, on or about the 90th day preceding the applicable commencement date for the renewal period, for tenancies of space in the Building of similar size, term and location (adjusted on a square foot basis in accordance with the size of the premises), or if no such tenancies are then being obtained by Landlord, the prevailing market rental for such space as determined by Landlord, in its good faith judgment, 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 Base Rental resulting therefrom. 29 IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written. LANDLORD: ELEVEN COLONIAL PENN PLAZA ASSOCIATES, a Pennsylvania limited partnership By: THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, its general partner By: /s/ Matthew J. Vulanich ---------------------------------------- Matthew J. Vulanich Director, Eastern Region - Real Estate TENANT: ASHTON TECHNOLOGY GROUP, INC., a Delaware Corporation By: /s/ Arthur J. Bacci ---------------------------------------- Arthur J. Bacci President EXHIBITS - -------- A Floor Plan B Legal Description C Commencement Date Agreement D Tenant Improvements E Tenant Estoppel Certificate F Rules and Regulations G Letter of Credit