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Title: |
Agreement of Lease |
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Date: |
2002 |
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Preview shows 10KB of 316KB total |
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$99 |
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ID: |
#392716 |
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BETWEEN
WANAMAKER, L.L.C.,
LANDLORD
AND
American BUSINESS FINANCIAL SERVICES, INC.,
TENANT
TABLE OF CONTENTS
OFFICE LEASE
THE WANAMAKER BUILDING
100 PENN SQUARE EAST
PHILADELPHIA, PA
THIS AGREEMENT OF OFFICE LEASE (hereinafter referred to as the "Lease")
is made as of the ______ day of November, 2002 (hereinafter referred to as the
"Effective Date") between WANAMAKER, L.L.C., a Delaware limited liability
company (hereinafter referred to as "Landlord"), and American BUSINESS FINANCIAL
SERVICES, INC., a Delaware corporation whose present address is 111 Presidential
Boulevard, Suite 127, Bala Cynwyd, Pennsylvania 19004 (hereinafter referred to
as "Tenant").
WITNESSETH:
Landlord hereby leases to Tenant, and Tenant hereby accepts from
Landlord, the premises (hereinafter referred to as the "Premises") containing
approximately two hundred twenty-one thousand seven hundred (221,700) square
feet of rentable area on the 6th, 7th, 8th and 12th floors depicted on the plan
attached hereto as Exhibit "A-1", in the building known as The Wanamaker
Building, 100 Penn Square East, Philadelphia, Pennsylvania (hereinafter referred
to as the "Building") located on land described with the Building on Exhibit
"A-2" hereto (the Building and said land are sometimes hereinafter together
called the "Property"), subject to the covenants, terms, provisions and
conditions of this Lease. The term "Office Portion" shall mean the entire
Building other than the portion thereof located on the first three (3) floors of
the Building and leased or available for lease from time to time as a retail
department store or for any other retail purposes (collectively, the "Department
Store," and presently comprising approximately 435,000 rentable square feet of
space in the Building). The term "Pocket Space" shall refer to the portion or
portions of space located within and comprising a part of the Premises, the
total area of which equals approximately ten thousand (10,000) rentable square
feet. The term "Health Club Space" shall refer to the portion of space located
within and comprising a part of the Premises and depicted on Exhibit "A-6"
attached hereto, the total area of which equals approximately three thousand
eight hundred ninety-two (3,892) rentable square feet. The ten thousand (10,000)
rentable square feet of Pocket Space and the three thousand eight hundred
ninety-two (3,892) rentable square feet of the Health Club Space are included
within the two hundred twenty-one thousand seven hundred (221,700) square feet
of the Premises.
In consideration thereof, Landlord and Tenant covenant and agree as
follows:
1
{PAGE}
1. Term.
(a) Initial Term. The term of this Lease (the "Term") shall commence on
the Commencement Date (as hereinafter defined) and, unless sooner terminated or
extended as provided herein, the Term shall end, absolutely and without the need
for notice from either party to the other, on the date (the "Termination Date")
that is one (1) day prior to the eleventh (11th) anniversary of (i) the
Commencement Date or (ii) if the 12th Floor Extension Option is exercised, the
12th Floor Commencement Date. Notwithstanding the foregoing, if the Termination
Date, as so determined, is not the last day of a calendar month, then the
Termination Date shall be extended until the last day of said month. The term
"Commencement Date" shall mean the following:
(i) if the Delivery Date (defined in Paragraph 1(b)(i) below)
occurs on or before January 1, 2003, then the Commencement Date shall be the
date that is the earlier to occur of:
(A) the date upon which Tenant first commences actual
business use and occupancy of any portion of the Premises for its general office
purposes, except for an early partial occupancy as provided in Paragraph
1(a)(vi), or
(B) July 1, 2003, subject to extension for Force
Majeure Delay occurring after the Delivery Date pursuant to Paragraph
1(c)(iv)(A) of this Lease.
(ii) if the Delivery Date occurs after January 1, 2003
(including where the Delivery Date is delayed as a result of a prior Force
Majeure Delay), then the Commencement Date shall be the date that is the earlier
to occur of:
(A) the date upon which Tenant first commences actual
business use and occupancy of any portion of the Premises for its general office
purposes, except for an early partial occupancy as provided in Paragraph
1(a)(vi), or
(B) the date that is two hundred ten (210) days after
said Delivery Date, subject to extension for a Force Majeure Delay occurring
after the Delivery Date pursuant to Paragraph 1(c)(iv)(A) of this Lease; except
that, if the two hundred tenth (210th) day after said Delivery Date is not the
first day of a calendar quarter (i.e. July, October, January or April), then the
Commencement Date shall be the first day of the next succeeding calendar
quarter, provided however that in such event the Commencement Date shall be
subject to Landlord's acceleration rights to the extent permitted by Paragraph
1(a)(iv) of this Lease. For purposes of illustration only, if the Delivery Date
is January 15, 2003, the Commencement Date will be October 1, 2003 unless
Landlord elects to accelerate the Commencement Date to July 1, 2003 to the
extent permitted by Paragraph 1(a)(iv) of this Lease.
2
{PAGE}
(iii) Tenant Delay Right: Notwithstanding any provision of
this Lease to the contrary, Tenant shall have the right (the "Commencement Date
Extension Option") to irrevocably elect that the earliest date on which the
Commencement Date may occur shall be October 1, 2003, except that said election
shall be effective only if Tenant delivers to Landlord written notice of said
election before December 30, 2002, time being of the essence, except further
that the Commencement Date Extension Option automatically shall be null and void
if the Delivery Date occurs prior to the exercise by Tenant of the Commencement
Date Extension Option. Tenant also shall deliver to Landlord a copy of each and
every written agreement (a "Tenant 111 Extension Agreement") extending the term
of Tenant's existing lease (the "111 Lease") for space at 111 Presidential
Boulevard (the "111 Space") beyond July 31, 2003 promptly after the same is
executed by Tenant and the landlord under the 111 Lease (the "111 Landlord"). If
Tenant fails to elect or timely elect to exercise the Commencement Date
Extension Option, then Tenant automatically will be deemed to have irrevocably
waived and released all of its rights to make such election under this subclause
(iii). If Tenant exercises the Commencement Date Extension Option, then Tenant
shall be liable for (and Landlord shall have no liability for) all of the rent,
additional rent, costs and expenses (including without limitation any Excess
Rent Liability and Damages, as said terms are defined in Paragraphs 1(b)(ii)(A)
and 1(c)(iv)(C)), respectively, paid or payable in connection with or resulting
from Tenant's occupancy of the 111 Space during the months of August, September
and October of 2003, and for all months beyond October, 2003 included within an
extension of the 111 Lease term pursuant to the Tenant 111 Extension Agreement,
regardless of the date on which the Delivery Date occurs. For purposes hereof, a
Tenant 111 Extension Agreement does not include a Landlord 111 Extension
Agreement (as hereinafter defined) or any other agreement extending the term of
the 111 Lease which is entered into for the purpose of mitigating liability
resulting from an actual delay in the Delivery Date beyond January 1, 2003 (if
the Commencement Date Extension Option has not been exercised) or March 1, 2003
(if the Commencement Date Extension Option has been exercised).
Notwithstanding any provision of this Lease to the contrary, Tenant
shall have the right (the "12th Floor Extension Option") to irrevocably elect
that the Commencement Date for the portion of the Premises located on the
twelfth (12th) floor of the Building (the "12th Floor Space"), which consists of
52,521 rentable square feet of space, shall be the date (the "12th Floor
Commencement Date") that is the earlier of (i) the date upon which Tenant first
commences actual business use and occupancy of the 12th Floor Space for its
general office purposes and (ii) October 1, 2003 (or, if later, the Commencement
Date for the balance of the Premises), except that said election shall be
effective only if Tenant delivers to Landlord written notice of said election
not later than three (3) business days after the Delivery Date, time being of
the essence. If Tenant fails to elect or timely elect to exercise the 12th Floor
Extension Option, then Tenant automatically will be deemed to have irrevocably
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