INDENTURE OF LEASE
This Indenture of Lease, made on the 30th day of April, 1994,
by WALNUT SQUARE PARTNERS, a Pennsylvania limited partnership with an address at
c/o Philadelphia Management Co., 1728 Spruce Street, Philadelphia, Pennsylvania
19107 (hereinafter called "Landlord") and CRUSADER SAVINGS BANK, FSB with an
address at 6526 Castor Avenue, Philadelphia, Pennsylvania 19149 (hereinafter
A. Demised Premises.
Landlord hereby leases to Tenant and Tenant hereby rents from
Landlord the premises (hereinafter called the "Demised Premises") designated on
the attached plan (Exhibit "A"), now erected or hereafter to be erected as a
part of the Real Property located at 13th and Walnut Streets, Philadelphia,
Pennsylvania 19109. The term "Real Property" shall mean (1) the real estate
described or depicted in Exhibit A hereof, (2) such contiguous real estate as
Landlord may from time to time designate in writing as being included in the
Real Property, and (3) all buildings and improvements previously, now or
hereafter constructed on the land included in such real estate plus all
alterations thereto. The Demised Premises are approximately 6,000 rentable
The Demised Premises are described on Exhibit A, together with
the right to the non-exclusive use, in common with others entitled to use same,
of the common areas as may be provided by Landlord from time to time, subject
however to the terms and conditions of this Indenture of Lease and Lease
Agreement attached hereto and made part hereof (hereinafter collectively
referred to as "Lease"), and to reasonable rules and regulations for the use
thereof as prescribed from time to time by the Landlord.
B. Length of Term.
The term of this Lease and Tenant's obligation to pay rent and
occupy the Demised Premises in accordance with the terms of this Lease shall
commence on the earlier of the following dates (such earlier date being
hereinafter called the "Commencement Date"): (1) September 30, 1994 or; (2) the
date on which Tenant shall first open the Demised Premises for business with the
public. The term shall be for a period of Ten (10) years, plus the period, if
any, between the Commencement Date, if it falls on a day other than the first
day of the month, and the first day of the first calendar month in the term.
C. Fixed Minimum Rent.
Tenant shall pay to Landlord a guaranteed base rent ("Fixed
Minimum Rent") equal to $48,000 per annum payable in monthly installments of
$4,000 each. Each such installment shall be due and payable on or before the
tenth day of each calendar month in the term of this Lease, in advance, at the
address set forth above or at such other place as may be designated by Landlord
from time to time. In the event that the Commencement Date of the term of this
Lease shall be a day other than the first day of a calendar month, Tenant's
first payment of Fixed Minimum Rent shall be prorated for the fractional month
between the Commencement Date and the first day of the first full calendar month
in the term hereof, on a per diem basis (calculated on a thirty (30) day month).
D. Cost of Maintenance and Operation etc.
In addition to the said base rent, Tenant shall pay to
Landlord the actual expenses incurred on account of separately submetered heat
and electric service respecting the Demised Premises. All other utility costs,
maintenance costs, real estate taxes and all other costs of any nature
whatsoever shall be borne by Landlord.
E. Use of Premises.
Tenant shall use the Demised Premises solely for the purpose
of conducting the business of a federal savings bank institution and related
F. Additional Rent.
The Tenant shall pay as additional rent any money required to
be paid pursuant to this Lease, whether or not the same be designated
G. Security Deposit.
Tenant, contemporaneously with the execution of this Indenture
of Lease, has deposited with Landlord the sum of Four Thousand Dollars ($4,000),
receipt of which is hereby acknowledged by Landlord, which deposit is now the
property of the Landlord and is to be held as security for the faithful
performance by Tenant of all the terms, covenants and conditions of this Lease.
H. Lease Documents.
In addition to this Indenture of Lease, this Lease shall for
all purposes be deemed to include as though set out in full within this
Indenture of Lease all exhibits attached hereto.
I. Landlord's Work Letter.
Landlord shall fund the Tenant Improvements contemplated by
Exhibit B attached hereto in an amount equal to $50,000. Such contribution may
be utilized by Tenant to offset its overall construction cost, and/or for the
purchase of furniture, furnishings, fixtures and equipment and/or for soft
costs, including architectural and legal services related to this Lease or the
J. Conditions To Effectiveness of Tenant's Obligation.
Tenant's obligations under this lease shall be expressly
conditioned upon Tenant's receipt of all appropriate federal and state banking
regulatory approvals for the location of the bank branch contemplated by this
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound, have caused this Indenture of Lease to be duly executed the day
and year first above written.
WALNUT SQUARE PARTNERS, a
Pennsylvania limited Partnership
CRUSADER SAVINGS BANK, FSB
By: By: /s/ Joseph T. Crowley
Section 1.01. Confirmation of the Term.
(a) The period commencing on the date hereof and terminating on the date
immediately prior to the Commencement Date is herein referred to as the
"Tenant Fit-Out Period," and the period from the Commencement Date to
the date of the expiration or earlier termination of this Lease shall
be referred to herein as the "Term."
(b) At any time during the Term hereof, the parties shall execute and
deliver to each other, at the request of either party, an estoppel
certificate in form and substance satisfactory to both parties hereto.
(c) This Lease and the tenancy hereby created shall cease and determine at
the end of the term hereof without the necessity of any notice from
Landlord or Tenant to terminate the same, excepting that if Tenant
shall give Landlord notice of its intent to renew as herein set forth,
this Lease shall remain in full force and effect for the appropriate
Section 1.02. Renewal of Term.
Tenant shall have two (2) successive five (5) year options to renew the
term of the Lease, each option exercisable on at least ninety (90) days prior
written notice to Landlord of Tenant's intention to renew. The terms of the
Lease shall remain in full force and effect during each renewal term except that
rent for the first renewal term shall be increased to $60,000 per annum and rent
for the second renewal term shall be increased to $72,000 per annum.
REAL ESTATE TAXES
Section 2.01. Taxes.
Landlord hereby covenants and agrees to timely pay when due all real
estate taxes, assessments and governmental charges, including, without
limitation, the Philadelphia Business, Use and Occupancy Tax (hereinafter
collectively called "taxes" or "real estate taxes") which may be levied or
assessed by any lawful authority against the Real Property or the Demised
CONSTRUCTION OF DEMISED PREMISES
Section 3.01. Construction.
Landlord shall at its cost and expense construct the improvements to
the Demised Premises as described on Exhibit "B" attached hereto. Landlord
represents and warrants to tenant that the improvements described on Exhibit "B"
can be completed within the $50,000 work letter to be provided by Landlord.
Accordingly, cost overruns shall be borne by Landlord, excepting only change
orders approved in writing by Tenant which increase the cost of the said work
letter, in which event, Tenant shall reimburse Landlord for such costs and
expense over and above Landlord's work letter contribution of $50,000 arising as
a result of the said approved change order.
Section 3.02. Facilities.
All facilities furnished by Landlord in or near the Real Property
including loading docks, pedestrian sidewalks, corridors, ramps, landscaped
areas, exterior stairways, comfort stations and other areas and improvements
provided by Landlord for the general use, in common with others, of Tenant, its
officers, agents, employees and customers, shall at all times be subject to the
exclusive control and management of Landlord. Landlord shall have the right from
time to time to establish, modify and enforce reasonable rules and regulations
with respect to all facilities and areas mentioned in this section and to police
the same. Landlord will operate and maintain the common facilities referred to
above in such manner consistent with industry standards as Landlord, in its
reasonable discretion, shall determine from time to time.
CONDUCT OF BUSINESS BY TENANT
Section 4.01. Use of Premises.
Tenant shall occupy the Demised Premises promptly upon the commencement
of the term hereof and thereafter shall continuously conduct in the Demised
Premises the business herein permitted. Tenant will not use or permit or suffer
the use of the Demised Premises for any other business or other purpose. The
authorization of the use of the premises for the business purpose set forth
herein shall not constitute a representation by Landlord that any particular use
of the premises is now or will continue to be permitted under applicable laws or
Section 4.02. Additional Use of the Premises.
Tenant covenants and agrees that Tenant at its own cost and expense:
(a) Will keep the Demised Premises clean and will maintain the rest of the
Demised Premises in a clean, orderly and sanitary condition;
(b) Will keep all mechanical apparatus free of vibration and noise which
may be transmitted beyond the confines of the Demised Premises;
(c) Will not permit the parking or delivery vehicles to interfere with the
use of any driveway, walk, parking area, or other Common Areas in the
Section 4.03. Rules and Regulations.
Landlord reserves the right from time to time to adopt and promulgate
reasonable rules and regulations applicable to the Demised Premises and the Real
Property and to amend and supplement such rules and regulations. Notice of such
rules and regulations and of any amendment and supplements thereto shall be
given to Tenant and Tenant agrees thereupon to comply with and observe all such
rules and regulations, provided that the same shall be applied uniformly to
substantially all Tenants of the Real Property and further provided that such
rules do not substantially increase Tenant's obligations hereunder.
Section 4.04. Landlord's Services.
Landlord shall provide regular janitorial service with regard to the
Demised Premises in accordance with the schedule attached hereto as Exhibit C.
Landlord shall also provide snow removal and maintenance services with respect
to the Common Areas, including any parking facilities at its sole expense.
Landlord shall also provide at its expense regular trash pickup services for the
Section 5.01. Definition; Control.
All areas, space, facilities, equipment, and signs for the common and
joint use and benefit of Landlord, Tenant and other Tenants and occupants of the
Real Property, and their respective employees, agents, subtenants, licensees,
customers and other invitees, are collectively referred to herein as "Common
Area." All Common Areas in or about the Real Property shall be subject to the
non-exclusive control of Landlord. Landlord shall operate,
manage, equip, police, light, surface and maintain the Common Areas all in such
manner as Landlord, consistent with standard commercial practice for buildings
of like nature with the Real Property and in its reasonable discretion, may,
from time to time determine. Landlord hereby expressly reserves the right from
time to time to police and maintain security for the Common Areas; to use and
allow others to use the Common Areas for any purpose; to close temporarily all
or any portion of the Common Areas for the purpose of making repairs, changes or
alterations thereto or performing necessary maintenance in connection with any
emergency, in connection with closings resulting from adverse weather conditions
or for any other purpose whatsoever, whether such purpose is similar or
dissimilar to the foregoing; to discourage non-customer parking; to establish,
modify and enforce reasonable rules and regulations with respect to the Common
Areas and the use to be made thereof. For the Term hereof, Tenant is hereby
given the license in common with all others to whom Landlord has or may
hereafter grant rights to use, the Common Areas as they may from time to time
Section 5.02. Expenses.
Landlord will at its expense operate and maintain or cause to be
operated and maintained the Common Areas and the Real Property. For the purposes
of this Lease, "Operating Costs" shall be those costs of operating and
maintaining the Common Areas and the Real Property of which the Demised Premises
forms a part in a manner deemed by Landlord to be reasonable and appropriate
including, but not limited to, all costs and expenses, whether expended or
incurred of repairing, lighting, cleaning, painting, and maintaining (including,
but not limited to, preventative maintenance), all costs of Landlord's insurance
policies (including, but not limited to, fire insurance with extended coverage
and liability insurance covering personal injury, deaths and property damage,
all such policies to be with companies and in such limits as reasonably selected
by Landlord); removing snow, ice, rubbish and debris; inspecting, policing,
providing security and regulating traffic; repairing and/or replacing of paving,
curbs, walkways, landscaping, drainage, on-site water lines, sanitary sewer
lines, storm water lines, electrical lines and other equipment serving the
property on which the Real Property or any part thereof is constructed or is to
be constructed; heating, ventilating and air-conditioning systems including the
furnishing of electricity therefor; and the gross compensation of all
non-management personnel required to supervise and accomplish the foregoing.
Operating Costs shall not include building depreciation or the cost of any
capital improvements to the Real Property or Demised Premises.
Section 5.03. Operating Costs.
(a) The costs of all Operating Costs shall be borne by Landlord. Tenant
agrees to pay for the cost of any heating and electric costs consumed
by Tenant at the Demised Premises as evidenced by separate submetering
installed in the Demised Premises.
(b) Tenant's obligations under this Section 5.03 shall survive the
expiration or earlier termination of the term of this Lease.
SIGNS; AWNINGS, CANOPIES; FIXTURES; ALTERATIONS
Section 6.01. Signs, Awnings and Canopies.
(a) Tenant shall obtain the prior written consent of Landlord to any
signage requests, which consent shall not be unreasonably withheld or
delayed. Landlord shall approve such requests in time prior to the
Commencement Date so that the municipal approvals contemplated by this
Lease can be timely obtained.
(b) Tenant shall not paint or decorate any part of the exterior of the
Demised Premises, or any part of the Demised Premises which shall be
visible from the exterior thereof, other than as set forth on Exhibit B
without first obtaining Landlord's written approval.
Section 6.02. Trade Fixtures.
All trade fixtures installed by Tenant in the Demised Premises shall be
removed by Tenant upon the expiration or sooner termination of this Lease. Any
other fixtures affixed to the premises in any manner whatsoever shall become the
property of the Landlord at the expiration or sooner termination of the term of
this Lease or any renewal or extension thereof (hereinafter called "Termination
Date"). Carpeting, wall-mounted fixtures, track lights and the track, and sinks
shall all be considered to be affixed. Any free-standing fixtures shall be at
all times the property of the Tenant and shall be removable at the Termination
Date provided Tenant is not in default of this Lease. Tenant shall, at
Landlord's option, remove any and all fixtures, whether affixed or
free-standing, and Tenant shall do so not later than the Termination Date, and
further, Tenant shall restore the premises to the same good order and condition
they were in at the commencement of the term hereof, reasonable wear and tear
Section 6.03. Alterations.
Tenant shall not make or cause to be made any material alterations,
additions or improvements in the Demised Premises without first obtaining
Landlord's written approval and consent, which consent will not be unreasonably
withheld or delayed. Tenant shall present to the Landlord plans and
specifications for such material alterations, additions, improvements or changes
at the time approval is sought.
Section 6.04. Survival.
The provisions of this Article shall survive the expiration or earlier
termination of the term of this Lease.
MAINTENANCE AND REPAIR; SURRENDER OF DEMISED PREMISES
Section 7.01. Repairs and Maintenance by Tenant.
Tenant shall at all times at its own expense keep and maintain the
Demised Premises, and all partitions, doors, fixtures, signs, equipment and
appurtenances thereof in good order and repair, and in a neat, safe, clean and
orderly condition and shall make such non-structural repairs to the Demised
Premises as may be necessary to accomplish the foregoing.
Section 7.02. Structural Repairs.
Structural portions of the Real Property and the Demised Premises,
including the roof of the Real Property and Demised Premises and including all
mechanical, plumbing, electrical, HVAC and other utility systems located at or
in the Real Property shall be maintained and repaired by Landlord. Tenant shall
give Landlord notice specifying the need for and nature of such repairs.
Section 7.03. Surrender of Premises.
At the expiration of or earlier termination of the Term of this Lease,
Tenant shall peaceably surrender the Demised Premises in the same condition
including, but not limited to, the same conditions of cleanliness as the Demised
Premises were in upon the commencement of the Term of this Lease, ordinary wear
and tear and insurable hazard excepted, and Tenant shall surrender all keys for
the Demised Premises to Landlord at the place then fixed for the payment of rent
and shall notify Landlord in writing of all combinations of locks, safes and
vaults, if any, in the Demised Premises. Tenant's obligation to observe and
perform the covenants set forth in this Section 7.03 shall survive the
expiration or earlier termination of the term of this Lease.
Section 8.01. Indemnification and Waiver of Claims.
(a) Tenant will defend and will indemnify Landlord and its agents, partners
and employees and save them harmless from and against any and all
claims, actions, damages, liability and expense (including, but not
limited to, attorney's fees and disbursements) in connection with the
loss of life, personal injury or damage to property or business arising
from, related to, or in connection with the occupancy of the premises
or any part of Landlord's property or the Real Property or occasioned
wholly or in part by act or omission of Tenant, its contractors,
subcontractors, Subtenants, invitees, licensees or concessionaires, or
its or their respective agents, servants or employees. Tenant shall
not, however, be liable for damages or injury occasioned by the
negligence or willful acts of Landlord, or its agents, partners,
employees, or servants, or from any damage or injury arising from
perils insured against by Tenant or Landlord.
(b) Tenant shall also pay all costs, expenses and reasonable attorney's
fees that may be expended or incurred by Landlord in successfully
enforcing the covenants and agreements of this Lease. The provisions of
this Section 8.01 shall survive the termination or earlier expiration
of the term of this Lease.
(c) Unless such damage is caused by the negligent acts or omissions of
Landlord, or its agents, partners, servants, contractors and employees,
neither Landlord nor its agents, servants, partners, employees or
contractors shall be liable for, and Tenant, in consideration of
Landlord's execution of this Lease, hereby releases all claims for loss
of life, personal injury or damage to property or business sustained by
Tenant or any person claiming through Tenant, resulting from any fire,
accident, occurrence or condition in or upon the Real Property or any
part thereof (including, without limitation, the Demised Premises and
the building of which the same is a part).
Section 8.02. Waiver of Subrogation.
In the event the Demised Premises or its contents are damaged or
destroyed by fire or other insured casualty, (a) Landlord, to the extent of the
coverage of Landlord's policies of fire insurance with extended coverage
endorsements, hereby waives its rights, if any, against Tenant with respect to
such damage or destruction, even if said fire or other casualty shall have been
caused, in whole or in part, by the negligence of Tenant, its agents, servants
or employees, and (b) Tenant, to the extent of the coverage of Tenant's policies
of fire insurance with extended coverage, hereby waives its rights, if any,
against Landlord with respect to such damage or destruction; provided, however,
such waivers of subrogation shall
only be effective with respect to loss or damage occurring during such time as
Landlord's or Tenant's policies of fire insurance with extended coverage
endorsements (as the case may be) shall contain a clause or endorsement
providing in substance that the aforesaid waiver of subrogation shall not
prejudice the type and amount of coverage under such policies or the right of
Landlord or Tenant (as the case may be) to recover thereunder.
Section 9.01. Insurance.
(a) Tenant will keep in force, in companies licensed to do business in the
state where the Real Property is located, at Tenant's expense, at all
times during the term of this Lease, and during such other times as
Tenant occupies the Demised Premises or any part thereof:
(1) Public liability insurance with respect to the Demised
Premises and the business operated by Tenant and any
employees and invitees of Tenant in or from the Demised
Premises with minimum limits of Five Hundred Thousand
($500,000.00) Dollars on account of bodily injuries to or
death of one person and One Million ($1,000,000.00) Dollars
on account of bodily injuries to or death of more than one
person as the result of any one accident or disaster, and
property damage insurance with minimum limits of One
Hundred Thousand ($100,000.00) Dollars. Tenant shall also
keep in force, at its own expense, worker's compensation or
similar insurance affording statutory coverage and
containing statutory limits.
(2) Fire insurance, with standard broad form extended coverage
endorsement covering (a) all of Tenant's stock in trade,
trade fixtures, furniture, furnishings, such equipment as
is not affixed to the Demised Premises and signs, and (b)
Tenant's interest in all of the improvements and
betterments installed in the premises by Tenant, in each
case covering replacement value of the foregoing items.
(3) Such other types of insurance and such additional amounts
of insurance as, in Landlord's judgement, are necessitated
by good business practice.
(b) Upon request, Tenant will deposit with Landlord policies of insurance
required by the provisions of this Section 9.01 or certificates
thereof, together with satisfactory evidence of the payment of the
required premium or premiums thereof. The insurance required hereby may
be maintained by means of a policy or policies of blanket insurance so
long as the provisions of this Section are fully satisfied.
(c) Landlord shall keep the Real Property including all Common Areas
insured on a replacement value basis for all risk hazards and shall
maintain primary public liability insurance for the Building and all
common areas of at least Three Million Dollars ($3,000,000,000) in the
aggregate and per occurrence.
Section 9.02. Insurance Provisions.
All policies of insurance required to be carried by Landlord or Tenant
by Section 9.01 hereof shall provide that the policy shall not be subject to
cancellation, termination or change except after thirty (30) days prior written
notice to Landlord or Tenant, as applicable, and shall name Landlord and Tenant,
as applicable, as an additional insured as its interest may appear.
Section 9.03. Effect on Insurance.
(a) Tenant will not do, omit to do, or suffer to be done or keep or suffer
to be kept anything in, upon or about the Demised Premises which will
violate the provisions of Landlord's policies insuring against loss or
damage by fire or other hazards (including, but not limited to, public
liability), which will adversely affect Landlord's fire or liability
insurance premium rating or which will prevent Landlord from procuring
such policies in companies acceptable to Landlord, provided Tenant is
first given adequate notice of the requirements of such policies.
(b) If Tenant shall not comply with its covenants made in this Section,
Landlord in addition to Landlord's other remedies hereunder may (but
shall not be obligated to) cause insurance, as aforesaid, to be issued,
and in such event Tenant agrees to pay the premium for such insurance
as additional rent promptly upon Landlord's demand, or Landlord, at its
option, may treat such failure to comply as an Event of Default.
Section 10.01. Utilities.
Tenant shall be responsible for and promptly pay all charges at the
rates set forth elsewhere in this Lease for heat and electricity used or
consumed in the Demised Premises based upon the direct metering of such
consumption installed in the Demised Premises at Landlord's sole expense, said
responsibility commencing on the Commencement Date. The cost of consumption of
other non-metered utilities consumed at the Real Property shall be borne by
Section 10.02. Operation of Heating and Air-Conditioning.
Tenant must operate heating and cooling equipment in accordance with
Landlord's reasonable criteria and must maintain such temperatures in the
Demised Premises as will prevent the freezing or bursting of pipes and the
draining of heated and chilled air from any enclosed sections of the Real
ESTOPPEL CERTIFICATE; SUBORDINATION; ATTORNMENT
Section 11.01. Execution of Estoppel Certificate.
At any time, and from time to time, upon the written request of
Landlord or any mortgagee, Tenant, within twenty (20) days of the date of such
written request, agrees to execute and deliver to Landlord and/or such
mortgagee, without charge and in form satisfactory to Landlord and/or such
mortgagee, a written estoppel statement confirming the then existing status of
the Lease in form and substance reasonably satisfactory to Landlord and tenant.
Section 11.02. Subordination, Non-Disturbance and Attornment.
Tenant agrees: (a) that, provided that any holder of any Mortgage
agrees not to disturb the tenancy of Tenant so long as Tenant is not in default
of this Lease, this Lease is, and all of Tenant's rights hereunder are and shall
always be, subject and subordinate to any first mortgage (collectively called
"Mortgage") that now exist, or may hereafter be placed upon the Demised Premises
or the Real Property or any part thereof and to all advances made or to be made
thereunder and to the interest thereon, and all renewals, replacements,
notifications, consolidations, or extensions thereof; and (b) that if the holder
of any such Mortgage ("Mortgagee") or if the purchaser at any foreclosure sale
or at any sale under a
power of sale contained in any Mortgage shall at its sole option so request,
Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case
may be, as Landlord under this Lease for the balance then remaining of the term
of this Lease, subject to all terms of this Lease; and (c) that the aforesaid
provisions shall be self operative and no further instrument or document shall
be necessary unless required by any such Mortgagee or purchaser.
ASSIGNMENT AND SUBLETTING
Section 12.01. Assignment and Subletting.
(a) Tenant shall not voluntarily, involuntarily, or by operation of law,
assign, transfer, mortgage or otherwise encumber (herein collectively
referred to as an "assignment") this Lease or any interest of Tenant
herein, in whole or in part, nor sublet the whole or any part of the
Demised Premises, nor permit the Demised Premises or any part thereof
to be used or occupied by others, without first obtaining in each and
every instance the prior written consent of Landlord, which consent
shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing, Tenant shall have the right without the consent of Landlord
to assign this lease to a lending institution of equal or better asset
size. If this Lease or any interest of Tenant herein be assigned or if
the whole or any part of the Demised Premises be sublet or used or
occupied by others, after having obtained Landlord's prior written
consent thereto, Tenant shall nevertheless remain fully liable for the
full performance of all obligations under this Lease to be performed by
Tenant, and Tenant shall not be released therefrom in any manner,
excepting only an assignment to a lending institution as described
above whereupon following such assignment by Tenant and the assumption
of this Lease by the said lending institution, Tenant shall be released
from its liabilities under this Lease.
(b) If at any time during the term of this Lease any part or all of the
corporate shares of Tenant, or of a parent corporation of which the
Tenant is a direct or indirect subsidiary, shall be transferred by
sale, assignment, bequest, inheritance, operation of law or other
disposition so as to result in a change in the present affective voting
control of Tenant or of such parent corporation by the person or
persons owning or controlling a majority of the shares of Tenant or of
such parent corporation on the date of this Lease, Tenant shall
promptly notify Landlord in writing of such change, and such change in
voting control shall constitute an assignment of this Lease for all
purposes of this Section; provided, however, that this provision shall
not apply in the event that over fifty (50%) percent of the voting
power of the Tenant corporation or of such parent corporation is held
by fifty (50) or more unrelated shareholders or
distributors to such number of unrelated shareholders in a public
distribution of securities.
DESTRUCTION OF DEMISED PREMISES
Section 13.01. Total or Partial Destruction.
(a) If the Demised Premises shall be damaged by fire or other casualty
covered by Landlord's policies of fire and broad form extended coverage
insurance but are not thereby rendered untenantable in whole or in
part, subject to the limitations hereafter set forth, Landlord, at its
own expense, shall cause such damage to be repaired, and the rent shall
be abated pending completion of such repairs. If the Demised Premises
shall be damaged or destroyed by a fire or casualty not covered by
Landlord's policies of fire and broad form extended coverage insurance
and the Landlord, at its option, decides not to repair and restore the
premises, Landlord shall have the right, to be exercised by notice in
writing delivered to Tenant within sixty (60) days from and after the
occurrence of such damage or destruction, to cancel and terminate this
Lease. Either party shall have the right, to be exercised by notice in
writing, delivered to the other within thirty (30) days from and after
any occurrence which renders the premises wholly untenantable to cancel
this Lease, if said destruction of the premises occurs within the last
two (2) years of the term of this Lease or if repairs to the Demised
Premises shall take in excess of One Hundred Twenty (120) days to
complete, said cancellation to take effect ninety (90) days from and
after the receipt of such notice by the other party, and in such event
this Lease and the tenancy hereby created shall cease as of the
aforesaid date (except that such cancellation shall not affect the
obligations of the parties which have accrued theretofore and remain
unpaid), the rent to be adjusted as of such date.
(b) Tenant covenants that it will give notice to Landlord of any accident
or damage, whether such damage is caused by insured or uninsured
casualty, occurring in, on or about the Demised Premises within
seventy-two (72) hours after Tenant has or actual knowledge of the
occurrence of such accident or damage.
Section 13.02. Partial Destruction of Real Property.
In the event that fifty (50%) percent or more of the rentable square
feet of the Real Property or the Demised Premises shall be damaged or
destroyed by fire or other cause notwithstanding that the Demised
Premises may be unaffected by such fire or other cause, Landlord or
Tenant shall have the right, to be exercised by notice in writing
delivered to the other within sixty (60) days after said occurrence, to
cancel and terminate this Lease. Upon
the giving of such notice, the term of this Lease shall expire by lapse of time
upon the fifteenth (15th) day after such notice is given and Tenant shall vacate
the Demised Premises and surrender the same to Landlord.
Section 14.01. Total Condemnation.
If the whole of the Demised Premises shall be taken by any public or
quasi-public authority under the power of eminent domain, condemnation or
expropriation or in the event of conveyance in lieu thereof, then this Lease
shall terminate as of the date on which possession of the Demised Premises is
required to be surrendered to the condemning authority, and Tenant shall have no
claim against Landlord or the condemning authority for the value of the
unexpired term of this Lease, but may make claims that Tenant may be entitled to
under Pennsylvania law for moving expenses.
Section 14.02. Partial Condemnation.
If any part of the Demised Premises or the Real Property shall be
partially taken or conveyed and if such partial taking or conveyance shall
render the Demised Premises unsuitable for the business of the Tenant, then the
term of this Lease shall cease and terminate as of the date on which possession
of the Demised Premises is required to be surrendered to the condemning
authority and Tenant shall have no claim against Landlord or the condemning
authority for the value of any unexpired term of this Lease, but may make claims
that Tenant may be entitled to under Pennsylvania law for moving expenses. In
the event such partial taking or conveyance is not extensive enough to render
the Demised Premises unsuitable for the business of Tenant, this Lease shall
continue in full force and effect except that the rent shall be abated in the
same proportion that the rentable quare feet of the Demised Premises so taken or
conveyed bears to area immediately prior to such taking or conveyance, such
reduction commencing as of the date Tenant is required to surrender possession
of such portion. Landlord shall promptly restore the Demised Premises or Real
Property, to the extent of condemnation proceeds available for such purpose, as
nearly as practicable to a condition comparable to their condition at the time
of such condemnation less the portion lost in the taking or conveyance and
Tenant shall promptly make all necessary repairs, restoration and alterations of
Tenant's fixtures, equipment and furnishings and shall promptly re-enter the
Demised Premises and commence doing business in accordance with the provisions
of this Lease.
BANKRUPTCY; LANDLORD'S REMEDIES AND DAMAGES
Section 15.01. Bankruptcy.
If there shall be filed against Tenant, in any court, pursuant to any
statute either of the United States or of any state, a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a receiver or trustee
of all or any portion of Tenant's property, and if, within ninety (90) days
thereof, Tenant or such guarantor or surety fails to secure a discharge thereof,
or if Tenant shall voluntarily file any such petition or make an assignment for
the benefit of creditors or petition for or enter into such an arrangement, this
Lease, at the option of Landlord, may be cancelled or terminated, in which event
neither Tenant nor any person claiming through or under Tenant by virtue of any
statute or of an order of any court shall be entitled to acquire or remain in
possession of the Demised Premises, as the case may be, and Landlord shall have
no further liability hereunder to Tenant or such person, and Tenant or any such
person shall forthwith quit and surrender the Demised Premises. If this Lease
shall be so cancelled or terminated, Landlord, in addition to the other rights
and remedies of Landlord under Article XVII hereof, or contained elsewhere in
this Lease, or by virtue of any statute or rule of law, may retain as liquidated
damages any rent, security deposit and any other money received by Landlord from
Tenant or others on behalf of Tenant as Landlord's sole remedy for such
occurrence by Tenant.
Section 15.02. Damages.
It is stipulated and agreed that in the event of the cancellation or
termination of this Lease pursuant to Section 15.01 hereof, Landlord shall
forthwith, notwithstanding any other provision of this Lease to the contrary, be
entitled to recover from Tenant the Termination Fee set forth in Section 16.02
EVENTS OF DEFAULT; LANDLORD'S REMEDIES
Section 16.01. Events of Default.
The following shall constitute Events of Default:
(a) If Tenant defaults in the payment of any sum of money when due and such
default shall continue for ten (10) days after the date of written
notice from Landlord or Tenant.
(b) Except as to acts, defaults, omissions and/or occurrences
characterized, defined, denoted, or identified in this Lease as
Deliberate Events of Default, if Tenant defaults in fulfilling any of
the other covenants of this Lease on Tenant's part to be performed
hereunder and such default shall continue for the period within which
performance is required to be made by specific provision of this Lease,
or, if no such period is so provided, for thirty (30) days after the
date of written notice from Landlord to Tenant specifying the nature of
said default, or, if the default so specified shall be of such a nature
that the same cannot be reasonably cured or remedied within said thirty
(30) day period, if Tenant shall not in good faith have commenced the
curing or remedying of such default within such thirty (30) day period
and shall not thereafter diligently proceed therewith to completion.
(c) Any event described in Section 15.01.
Section 16.02. Termination.
Upon or after the occurrence of any one or more of such Event of
Default, if the term shall not have commenced, Landlord may immediately cancel
this Lease by written notice to Tenant, or if the term shall have commenced,
Landlord may serve upon Tenant a written notice that this Lease and the term
will terminate on a date to be specified therein, which shall not be less than
thirty (30) days after the date of such notice. Upon the date specified in the
aforesaid notice of termination this Lease and the term hereof shall terminate
and come to an end as fully and completely as if such date were the day herein
definitely fixed for the end and expiration of this Lease and such term, of law,
or decision of any court to the contrary, Tenant shall remain liable as set
forth hereinafter. Notwithstanding the foregoing, Tenant shall, at any time
following the first year of the Term of this Lease, have the right to terminate
this Lease upon three (3) months prior written notice of its intention to
terminate. Such termination shall be effective on the date occurring ninety (90)
days from the date of such notice (the "Termination Date"). On the Termination
Date, the Tenant shall pay to Landlord a Termination Fee equal to the
unamortized portion of the Landlord's contribution to Tenant Improvements (as
set forth on Exhibit B) divided by one hundred twenty (120) months, multiplied
by the amount of months remaining in the unexpired term of the Lease. There
shall be no Termination Fee due and owing to Landlord if the foregoing events
occur in any renewal term.
Section 16.03. Right of Possession.
Upon or after any one or more Events of Default; or if the notice
provided for above in Section 16.02 hereof shall have been given and this Lease
shall be terminated; then, in all or any of such events, in addition to, and not
in lieu of, all other remedies of Landlord, Landlord may re-enter the Demised
Premises, either by summary legal proceedings and dispossess Tenant and the
legal representative of Tenant or other occupant of the Demised
Premises, and repossess and enjoy the Demised Premises, together with all
alterations, additions and improvements, all without being liable to prosecution
or damages therefor.
Section 16.04. Additional Remedies of Landlord.
(a) In the event of any Event of Default and/or dispossession by summary
proceedings, in addition to, and not in lieu of, all other remedies
which Landlord has under this Lease, at law or in equity Landlord shall
be entitled to recover damages from the Tenant not in excess of the
(b) In the event of a breach or threatened breach by Tenant of any of the
covenants or provisions hereof, Landlord shall have the right of
injunction and the right to invoke any remedy allowed at law or in
equity as if re-entry, summary proceedings and other remedies were not
herein provided for. Mention in this Lease of any particular remedy
shall not preclude Landlord from any other remedies under this Lease,
now or hereafter existing at law or in equity or by statute.
Section 17.01. Security Deposit.
(a) Landlord acknowledges receipt from Tenant of the sum set forth in
paragraph I of the Indenture of Lease to be held as security for the
payment of any rent and all other sums of money payable by Tenant under
this Lease and for the faithful performance of all covenants of Tenant
hereunder, the amount of such security deposit, without interest, shall
be refunded to Tenant after termination of the term of this Lease,
provided Tenant shall have made all such payments and performed all
such covenants. Upon any default by Tenant hereunder, all or part of
such security deposit may, at Landlord's sole option, be applied on
account of such default, and thereafter Tenant shall restore the
resulting deficiency in such security deposit, upon demand.
(b) Landlord may deliver the security deposit to any purchaser of
Landlord's interest in the Demised Premises, in the event that such
interest be sold, and thereupon Landlord shall be discharged from any
further liability with respect to such security deposit, and Tenant
agrees to look solely to such purchaser for the return of such security
Section 18.01. Access by Landlord.
Landlord may at all reasonable times during the term of this Lease
enter to inspect the Demised Premises and/or may show the Demised Premises and
building to others. Any time within one (1) year immediately preceding the
expiration of the term of this Lease, Landlord shall have the right to display
on the exterior of the Demised Premises (but not so as to unreasonably obstruct
the view thereof or access thereto) the customary "For Rent" sign and during
such period Landlord may show the premises to prospective Tenants. Landlord also
reserves the right after notice of intention to so enter (except that in the
event of an emergency, no notice shall be required) to enter the premises at any
time and from time to time to make such repairs, additions or alterations as it
may deem necessary for the safety, improvement or preservation thereof, or of
the building in which the Demised Premises is contained.
Section 18.02. Holding Over.
Should Tenant hold over in possession of the Demised Premises after the
expiration of the term hereof without the execution of a new Lease agreement or
extension or renewal agreement, Tenant, at the option of Landlord, shall be
deemed to be occupying the Demised Premises from month to month, subject to such
occupancy being terminated by either party upon at least thirty (30) days'
written notice, at the rental, including, but not limited to, Fixed Minimum Rent
equal to 120% of the rent reserved hereunder.
Section 18.03. Successors.
All rights, obligations and liabilities herein given to, or imposed
upon, the respective parties hereto shall extend to and bind the several
respective heirs, executors, administrators, trustees, receivers, legal
representatives, successors and assigns of the said parties; and if there shall
be more than one Tenant, they shall all be bound jointly and severally by the
terms, covenants and agreements herein.
Section 18.04. Quiet Enjoyment.
So long as Tenant shall pay the rents herein provided within the
respective times provided therefor, and provided and so long as Tenant observes
and performs all the covenants, terms and conditions on Tenant's part to be
observed and performed, Tenant shall peaceably and quietly hold and enjoy the
Demised Premises for the term hereby demised without hindrance or interruption
by Landlord or any other person or persons lawfully
claiming by, through or under Landlord, subject, nevertheless, to the terms and
conditions of this Lease.
Section 18.05. Waiver.
The waiver by Landlord of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver or any subsequent breach of
the same or a waiver of any other term, covenant or condition herein contained.
The subsequent acceptance by Landlord of rent due hereunder or any or all other
monetary obligations of Tenant hereunder, whether or not denoted as rent
hereunder, shall not be deemed to be a waiver of any preceding breach by Tenant
of any term, covenant or condition of this Lease, other than the failure of
Tenant to make the particular payment so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such rent. No
covenant, term or condition of this Lease shall be deemed to have been waived by
Landlord, unless such waiver be in writing and executed by Landlord.
Section 18.06. Custom and Usage.
Any law, usage or custom to the contrary notwithstanding, Landlord
shall have the right at all times to enforce the covenants and conditions of
this Lease in strict accordance with the terms hereof, notwithstanding any
conduct or custom on the part of the Landlord in refraining from so doing at any
time or times with respect to the Tenant hereunder or with respect to other
Tenants of the Real Property. The failure of Landlord at any time or times to
enforce its rights under said covenants and provisions strictly in accordance
with the same shall not be construed as having created a custom in any way or
manner contrary to the specific terms, provisions and covenants of this Lease or
as having in any way or manner modified the same.
Section 18.07. Accord and Satisfaction.
No endorsement or statement on any check or any letter accompanying any
check or payment as rent shall be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance of such rent or pursue any other remedy provided in this
Lease, at law or in equity.
Section 18.08. Entire Agreement.
The Indenture of Lease, the Lease Agreement, the Exhibits, if any, set
forth all the covenants, promises, agreements, conditions and understandings
between Landlord and Tenant concerning the Demised Premises and there are no
covenants, promises, agreements, conditions or understandings, either oral or
written, between them other than as herein set forth. All prior communications,
negotiations, arrangements, representations, agreements and
understandings, whether oral, written or both, between the parties hereto, and
their representatives, are merged herein and extinguished, this Lease
superseding and cancelling the same. Except as herein otherwise provided, no
subsequent alteration, amendment, change or addition to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and executed by the
party against which such subsequent alteration, amendment, change or
modification is to be enforced.
Section 18.09. No Partnership.
Landlord does not, in any way or for any purpose, become a partner of
Tenant in the conduct of its business, or otherwise, or joint venturer or a
member of a joint enterprise with Tenant.
Section 18.10. Notices.
All payments of rent and any and all other monetary obligations of
Tenant accruing hereunder, whether or not denoted as rents, shall be paid to:
Philadelphia Management Co., 1728 Spruce Street, Philadelphia, Pennsylvania
19107, Attention: Mr. Ronald Caplan, until Tenant is notified otherwise in
writing, and all notices given to Landlord hereunder shall be in writing and
forwarded to it at such address, postage prepaid, by registered or certified
mail, return receipt requested. All notices to Tenant shall be forwarded to it
at the address set forth in the Indenture of Lease until Landlord is notified
otherwise in writing, by postage prepaid, registered or certified mail, return
receipt requested or by delivery in person and in the event of a delivery in
person, the affidavit of the person making such delivery shall be conclusive
proof of the delivery and of the date and time of such delivery. All notices
shall be deemed to have been given on the date when deposited in the mail
receptacles maintained by the corporation which has been charted by the United
States Government to operate and deliver the mail as aforesaid or, in the case
of notices, delivered in person to Tenant, when so delivered. Notices by the
Landlord may be given on its behalf by any agent or attorney for Landlord.
Section 18.11. Captions and Index.
The captions and index appearing in this Lease are inserted only as a
matter of convenience and in no way define, limit, construe or describe the
scope or intent of such sections or articles of this Lease nor in any way affect
Section 18.12. Tenant Defined; Use of Pronoun.
The word "Tenant" shall be deemed and taken to mean each and every
person or party mentioned as a Tenant herein, be the same one or more; and if
there shall be more than one Tenant, any notice required or permitted by the
terms of this Lease may be given
by or to any one thereof, and shall have the same force and effect as if given
by or to all thereof. The use of the neuter singular pronoun to refer to
Landlord or Tenant shall be deemed a proper reference even though Landlord or
Tenant may be an individual, a partnership, a corporation, or a group of two or
more individuals or corporations. The necessary grammatical changes required to
make the provisions of this Lease apply in the plural number where there is more
than one Landlord or Tenant and to either corporations, associations,
partnerships or individuals, males or females, shall in all instances be assumed
as though in each case fully expressed.
Section 18.13. Partial Invalidity; Separate Covenants.
If any term, covenant or condition of this Lease or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Lease or the application of such term,
covenant or condition to persons or circumstances other than those as to which
it is held invalid or unenforced to the fullest extent permitted by law.
Furthermore, each covenant, agreement, obligation and other provision contained
in this Lease is, and shall be deemed and construed as a separate and
independent covenant of the party bound by, undertaking or making the same, and
not dependent on any other provision of this Lease unless expressly so provided.
Section 18.14. Recording.
Tenant shall not record this Lease without the written consent of
Landlord. If Landlord requests, the parties shall execute and acknowledge a
short form of Lease for recording purposes which shall be recorded at Landlord's
Section 18.15. Brokerage Commission.
Tenant represents and warrants to Landlord that Tenant has had no
dealing, negotiations or communications with respect to the premises, the Real
Property or this transaction with any other broker or finder except Philadelphia
Management Co., whose commission, if any, is the responsibility of Landlord.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
WALNUT SQUARE PARTNERS, a
Pennsylvania limited partnership
CRUSADER SAVINGS BANK, FSB
By: By: /s/ Joseph T. Crowley
Title: Title: President
DESCRIPTION OF REAL PROPERTY AND DEMISED PREMISES
6,000 +/- square feet of office space on the first and second floors of
apartment building located at 1230 Walnut Street and known as Walnut Square