Saturday, October 27, 20189:15 – 10:30 AMWorkshop 32The Lease Can’t Go On, Time to Exit Stage LeftPresented to2018 U.S. Shopping Center Law ConferenceJW Marriott Orlando Grande LakesOrlando, FLOctober 24-27, 2018by:Jennifer Zohorsky, Esq.Associate AttorneyRosenberg Martin Greenberg LLPst25. S. Charles Street, 21 FloorBaltimore, Maryland [email protected] Vallas, Esq.Vice Chair of Commercial Litigation andCo-Chair of Real Estate LitigationPolsinelli PC150 N. Riverside Plaza, Suite 3000Chicago, Illinois [email protected]
The Lease Can’t Go On, Time to Exit Stage Left“We continue to evaluate our network of stores, which are a critical component in our transformation, and willmake further adjustments as needed and as warranted”- Sears Press Release, May 31, 2018I & IILease Exit Strategies, Introduction and OverviewWhen parties enter into a long term lease, they tend to focus on the more positive aspects of the deal; theyassume that both parties will succeed and ultimately make money. However, as we know, success is not alwaysguaranteed. It is equally important to consider the possibility of failure and to plan accordingly. There are anumber of ways parties can protect themselves during lease negotiations in the event that one party needs toterminate a lease early, whether because of low sales, bankruptcy, mergers, or a desire to redevelop a center.The best time to develop an exit strategy is when the lease is being negotiated. While it is impossible to anticipateall the events that may occur during a lease term, planning up front can mitigate the losses later experienced by aparty. Provided below are a number of sample lease clauses for use by Tenant and Landlord providing the abilityto exit a lease prior to expiration, as well as a sampling of some state law on applicable issues.IIIA.Pre-Planning Exit Strategies: Sample Lease ProvisionsConsiderations In Negotiating Termination Rights1.Improvement Allowance/Costs of Build-OutTenant shall have a one-time right to terminate this Lease before the Expiration Date, effective as of the date (the“Termination Date”) which is the first day after the last day of the Sixtieth (60) month on the initial Term of thisLease, which right shall be exercisable by Tenant, if at all, by Tenant delivering to Landlord written notice oftermination (“Tenant’s Termination Notice”) at least ( ) days prior to the Termination Date. Asconsideration for such termination right, Tenant shall deliver to Landlord the Termination Fee (as defined below)on or before the Termination Date. The “Termination Fee” (herein so called) payable by Tenant in connection withsuch termination of the Lease shall be equal to the sum of: (i) ( ) monthly installments of the BaseRental and all additional rent payable by Tenant under the Lease that would have otherwise been payable for thePremises at the rate which would have been in effect immediately following the Termination Date had this Leasenot been terminated by Tenant pursuant to this Exhibit “ ” (including, without limitation, Tenant’s Share ofBuilding Operating Costs and Tenant’s Share of Energy Costs), plus (ii) the Unamortized Costs (as definedbelow). As used herein, the term “Unamortized Costs” (herein so called) shall mean the sum of: (A) theunamortized portion of the brokerage commissions paid or incurred by Landlord in connection with this Lease withrespect to the Premises; plus (B) the unamortized portion of the Landlord paid Tenant Finish Costs ofand No/Dollars ( ) (the “Allowance”) paid and/or provided by Landlordpursuant to Exhibit “ ” to the Lease; plus (C) the unamortized portion of any and all other costs of construction orother concession incurred by Landlord in connection with this Lease (including, without limitation, the amount ofall Base Rental and other charges abated by Landlord pursuant to the Lease). The items set forth in clauses (A)through (C), inclusive, in the immediately preceding sentence shall be amortized on a straight-line basis over thescheduled One Hundred Twenty (120) month initial Lease Term beginning upon the first month rental paidtogether with interest thereon a the rate of ( %) percent per annum, and the unamortized portionsthereof shall be determined based upon the unexpired portion of the initial Lease Term as of the Termination Datehad this Lease not been so terminated pursuant to this Exhibit “ ”. Subject to the timely receipt by Landlord ofTenant’s Termination Notice and the Termination Fee, this Lease shall terminate as of the Termination Date, andLandlord and Tenant shall thereupon be relieved of any further of their respective obligations under this Leasearising from and after the Termination Date (such termination shall not, however, terminate those obligations setforth in the Lease which specifically survive expiration or earlier termination thereof).B.Tenant Strategies1.Termination by Express RightTenant may terminate this Lease, for any reason whatsoever (or for no reason) and completely within Tenant’ssole discretion, by delivering written notice (“Early Termination Notice”) to Landlord at any time on or prior to the180th day after the end of the fifth Lease Year (“Early Termination Notice Date”). If Tenant provides the EarlyTermination Notice to Landlord on or before the Early Termination Notice Date: (a) this Lease will terminate as ofthe date 30 days after the Early Termination Notice Date (“Early Termination Date”); and (b) all of the terms andconditions of this Lease will apply during such 30 day period.
Note however, that Landlord typically will require an early termination payment, as provided in theprovision below.Tenant may terminate this Lease, for any reason whatsoever (or for no reason) and completely within Tenant’ssole discretion, by delivering written notice (“Early Termination Notice”) to Landlord at any time on or prior to the60th day after the end of the Lease Year (“Early Termination Notice Date”). If Tenant provides the EarlyTermination Notice to Landlord on or before the Early Termination Notice Date: (a) this Lease will terminate as ofthe date 180 days after the Early Termination Notice Date (“Early Termination Date”); and (b) all of the terms andconditions of this Lease will apply during such 180-day period. Tenant’s right to terminate this Lease shall beconditioned upon the following:(i)the Early Termination Notice shall be accompanied by a “Termination Fee” in the amount of( ) [Note: the amount would be negotiated between Landlord and Tenant]payable to Landlord in the form of a cashier’s check or federal wire transfer funds.2.Gross SalesIf the Sales Threshold Test (defined below) is not satisfied, Tenant may terminate this Lease, for any reasonwhatsoever (or for no reason) and completely within Tenant’s sole discretion, by delivering written notice (“EarlyTermination Notice”) to Landlord at any time on or prior to the 180th day after the end of the fifth Lease Year(“Early Termination Notice Date”). If Tenant provides the Early Termination Notice to Landlord on or before theEarly Termination Notice Date: (a) this Lease will terminate as of the date 30 days after the Early TerminationNotice Date (“Early Termination Date”); and (b) all of the terms and conditions of this Lease will apply during such30 day period. The “Sales Threshold Test” will be deemed satisfied if Tenant’s Gross Sales (defined below) forthe fifth Lease Year exceed 10,000,000.00.3.Violation of Exclusive UseIf any violation of Tenant’s Exclusive occurs and continues for 30 days after Tenant remits notice thereof toLandlord, then, in addition to other available remedies: (i) all Rent shall abate, commencing retroactively to thedate of initial violation, until the violation ceases; and (ii) Tenant may terminate this Lease upon notice to Landlordat any time prior to the cessation of such violation.Typically, a Landlord will require a period in which to cure the violation, prior to Tenant’s being able toterminate the lease; as provided for below.In the event of Landlord’s violation of Tenant’s Exclusive and upon the actual opening of a business that violatesthe Tenant’s Exclusive, Tenant shall provide Landlord thirty (30) days’ notice to cure such violation. ProvidedLandlord fails to cure said breach within such thirty (30) day period, then Base Rent shall be reduced by fiftypercent (50%) for a period of two (2) years following the date of Tenant’s initial notice. Upon the expiration of suchtwo (2) year period, Tenant shall either return to full Base Rent, or terminate this Lease upon thirty (30) dayswritten notice to Landlord, sent within thirty (30) days of the expiration of such two (2) year period.Notwithstanding the above, if Landlord, at any time subsequent to such 30 day cure period set forth above, curessuch exclusive violation, then Tenant’s obligation to pay the full amount of Base Rent shall be immediatelyrestored.4.Co-Tenancy ViolationIf at any time a Co-Tenancy Failure exists, Landlord shall notify Tenant of same, and Base Rent and AdditionalRent payable by Tenant shall be reduced by 50% for as long as such Co-Tenancy Failure shall continue. If suchCo-Tenancy Failure continues for 365 days after Tenant has commenced payment of reduced Base Rent andAdditional Rent pursuant to this Paragraph, Tenant may at any time thereafter, unless and until the Co-TenancyFailure is cured, terminate this Lease by giving notice to Landlord, in which event this Lease shall terminate 30days after the date of such notice or on such later date as is specified therein.Again, typically Landlords will require a notice and cure period prior to exercise of a termination right. Seethe provision provided above for a breach of Tenant’s Exclusive Use.5.Ability to Assign/SubletTenant may assign this Lease or sublet all or any portion of the Premises without the consent of Landlord for anylawful retail use that does not violate any of the restrictions set forth on Exhibit .Negotiating such an open assignment and subletting provision is difficult, a more typical provision allowsfor assignment to an affiliate, assignment pursuant to a merger or in the event a sale of all assets, as provided forbelow.
Notwithstanding any contrary provision of this Article , Landlord’s consent shall not be necessary for anyassignment or subletting of the entire Premises or other transfer of ownership of Tenant to any person or entity (i)which is an affiliate of Tenant or Guarantor; (ii) with which or into which Tenant, Tenant’s general partner ormanaging or majority member has merged or consolidated; (iii) which is being done in connection with the sale orother transfer of interest in all or substantially all assets of Tenant, or (iv) which is a franchisee or regionaloperator or joint venture partner of Tenant’s franchisor or parent entity.In addition, frequently Landlord may require a recapture right, if so, see the below.Excluding an affiliated transfer, or a transfer among shareholders of Tenant, if Tenant desires to assign this Leaseor sublet all or any portion of the Premises, Tenant shall notify Landlord in writing (“Transfer Notice”). Within 30days of Landlord’s receipt of the Transfer Notice (“Consideration Period”), Landlord may elect in writing to Tenantto terminate this Lease (but in the event of a sublease of less than the entire Premises, Landlord may onlyterminate this Lease as to the portion of the Premises to be subleased). If Tenant does not receive written noticeof Landlord’s election on or before the last day of the Consideration Period, Landlord is deemed to have waivedits termination right. If Landlord elects to terminate this Lease, this Lease shall terminate 90 days after theexpiration of the Consideration Period and Landlord shall pay to Tenant, on or before the expiration of theConsideration Period, the unamortized portion of Tenant’s Work (calculated on straight-line basis). However,Tenant may nullify Landlord’s termination election by delivering written notice to Landlord withdrawing Tenant’sassignment or sublease request on or before 30 days after notice from Landlord of Landlord’s election torecapture the Premises. No assignment by Tenant shall relieve Tenant of its liabilities or obligations under thisLease unless the assignee (or its guarantor) has a tangible net worth exceeding 50,000,000.00; provided that ifLandlord and the assignee modify Tenant’s obligations under this Lease without Tenant’s consent, Tenant shallnot be liable for any obligations arising from such modification.6.Landlord DefaultIt shall be a default and breach of this Lease by Landlord if Landlord shall fail to perform or observe any materialterm, condition, covenant or obligation required to be performed or observed by it under this Lease for a period ofthirty (30) days after notice thereof from Tenant specifying in detail Landlords non-compliance (Landlord Event ofDefault); provided, however, that if the material term, condition, covenant or obligation to be performed byLandlord is of such nature that the same cannot reasonably be performed within such thirty-day period, suchdefault shall be deemed to have been cured if Landlord commences such performance within said thirty (30) dayperiod and thereafter diligently undertakes to complete the same. If: (a) any Landlord Event of Default is not curedwithin the applicable cure period, Tenants exclusive remedy shall be an action for specific performance; and (b) ifthe default is a failure of Landlord to perform a repair obligation which is in Landlords control and the failure toperform such repair obligation has rendered the Premises untenable, Tenant shall have the right, but not theobligation, to perform such repair so as to make the Premises tenable and Landlord shall reimburse Tenant forthe reasonable costs incurred in making such repair within thirty (30) days after Landlords receipt of Tenantsinvoice thereof, which shall include reasonable documentation of all costs incurred. Notwithstanding theforegoing, Tenant hereby waives the benefit of laws granting it: (i) the right to perform Landlords obligationsexcept as expressly provided in the immediately preceding sentence; or (ii) the right to terminate this Lease orwithhold Rent on account of any Landlord Event of Default.7.CasualtyIf any reconstruction of the Shopping Center required to be made by Landlord pursuant to this Lease is notcompleted within 180 days after such damage, in addition to other available remedies, Tenant may terminate thisLease upon 30 days prior notice to Landlord. If this Lease is so terminated, Tenant shall surrender possession ofthe Premises within 30 days after notice of termination is duly given, and all obligations of either party under thisLease, including any obligation of Tenant to pay Rent, shall terminate as of the date of such damage. Landlordshall promptly refund to Tenant any unearned Rent paid (or Tenant shall promptly pay to Landlord any Rent thenowed and unpaid) as well as any security deposit.Typically a landlord will limit a tenant’s ability to terminate due to a casualty to the last few years of theterm or only in the event a certain percentage of damage is caused, as provided in the negotiatedprovision below.If (a) the Premises are destroyed or damaged to any extent by fire or other casualty and, as of the date of loss, atleast thirty six (36) full calendar months remain in the term of this Lease, or (b) the Premises are damaged to anextent of less than thirty percent (30%) of replacement cost above the foundation at any time when less than thirtysix (36) but at least twenty four (24) full calendar months remain in the term of this Lease, or (c) the Premises aredamaged to an extent of less than twenty percent (20%) of replacement cost above the foundation at any timewhen less than twenty four (24) but at least twelve (12) full calendar months remain in the term of this Lease, then
Landlord shall be obligated to repair and restore the Premises, at Landlord’s sole cost and expense, to thecondition that existed upon the date Landlord originally tendered possession of the Premises to Tenant. If thePremises should be destroyed or damaged by fire or other risk other than as provided in the immediatelypreceding sentence, then Landlord shall have the election to terminate this Lease or to repair and reconstruct thePremises, and Landlord will notify Tenant of its election within sixty (60) days after receipt of written notice fromTenant of such damage or destruction. If as of the date of loss, Tenant has a renewal option that has not beenexercised (but is still in effect), then provided Tenant exercises said option within ten (10) business days followingLandlord’s notice, then Landlord shall be obligated to repair and restore the Premises as provided above.Notwithstanding that the Premises may not be destroyed or damaged by fire or other casualty, in the event thatother buildings containing forty percent (40%) or more of the ground floor building area of the Shopping Centershall be damaged or destroyed by fire or other risk, whether or not covered by Landlord’s fire and extendedcoverage insurance, Tenant shall have the option to terminate this Lease upon fifteen (15) days’ written notice toLandlord, which shall be given, if at all, within thirty (30) days after the date of such casualty. Time is of theessence. If Tenant fails or refuses to deliver its termination notice to Landlord within such 30-day period, thenTenant will be deemed to have elected not to terminate this Lease for this particular casualty event. If Tenantelects to terminate as provided herein, Landlord may override such termination by giving Tenant written notice(which must be given, if at all, prior to the expiration of the fifteen (15) day period in Tenant’s notice of termination)that Landlord intends to repair or reconstruct such damaged portion(s) of the Shopping Center. If within twohundred seventy (270) days after the date of the casualty, Landlord fails to repair and reconstruct to leasablecondition at least sixty (60%) percent of the floor area of the Shopping Center which existed immediately prior tothe casualty, then at any time after the expiration of the two hundred seventy (270) day period, but in all eventsprior to the date that Landlord repairs and reconstructs at least sixty percent (60%) of the floor area of theShopping Center, Tenant shall have the right to terminate this Lease upon thirty (30) days’ prior written notice toLandlord.C.Landlord Strategies1.Termination by Express RightLandlord shall have the option to terminate and cancel the Amended Lease (“Landlord’s Termination Option”) bydelivering to Tenant written notice of Landlord’s exercise of Landlord’s Termination Option (the “TerminationNotice”). The Amended Lease shall terminate effective as of the date that is sixty (60) days after Landlord’sdelivery to Tenant of the Termination Notice (the “Termination Date”), and Tenant shall surrender the RetainedPremises to Landlord on or before the Termination Date in accordance with Article 21 of the Lease. If Landlordexercises Landlord’s Termination Option, and Tenant timely and properly surrenders the Retained Premises toLandlord on or before the Termination Date, Tenant shall not be obligated to pay the monthly installments ofMonthly Base Rent and Deferred Monthly Payments that are due after the Termination Date.2.Failure to Open or OperateTenant shall be obligated to construct a prototypical restaurant in conformance with the approvedDevelopment Plan and open for business within twenty four (24) months of the Delivery Date. In the event Tenantfails to construct the Building and/or open for business, subject to extension for periods of force majeure asprovided in Section , within twenty four (24) months of the Delivery Date, Landlord shall have the option,upon sixty (60) days prior written notice to Tenant, to terminate the Lease whereupon this Lease shall be of nofurther force or effect and Tenant and Landlord shall be released from all obligations hereunder (except those thatexpressly survive a termination).All landlords want their tenants to open and commence business, but this is especially important forlandlords when a tenant is responsible for a build-out, and a landlord is concerned with the completion ofconstruction. The above provision will provide the landlord the ability to take back the space andsafeguard against a tenant not completing construction and opening. This provision does not give thelandlord any additional remedy, however, and landlords should consider whether or not to negotiate anadditional remedy (i.e. the amount of rent that would accrue).3.No Ability to Assign/SubletIn the event Tenant should seek to assign or sublease the entire demised premises, Tenant shall provideLandlord with notice thereof (a “Proposed Tenant Notice”). Landlord shall have a period of thirty (30) days afterreceipt of a Proposed Tenant Notice to notify Tenant that it elects to recapture the demised premises inaccordance with the provisions hereof. In the event Tenant has provided a Proposed Tenant Notice and Landlord
does not exercise the right of recapture as set forth herein, then Tenant may assign this lease or sublet thedemised premises within one hundred eighty (180) days after Landlord fails to recapture in accordance with theProposed Tenant Notice. If Landlord elects to recapture the demised premises within the required time period,Landlord’s Notice of Recapture shall set forth a date within thirty (30) days of such notice, as the date for thetermination of this Lease and Tenant shall vacate the demised premises in accordance with this Lease, and uponsuch date, this Lease shall be null and void and of no further force and effect, except for accrued liabilities andthose obligations intended to survive this lease, including that the provisions of Section 9.1(c) and its subsectionsshall apply to any such termination of this lease under this Section 9.1(d) to the extent not inconsistent within theprovisions hereof. The recapture rights set forth herein shall be applicable each time Tenant or an assignee orsublessee desires to assign or sublet the whole of the demised premises.4.Minimum Co-TenancyIf after completion of construction of the Building and the opening for business therein to the general public,business operations cease in more than 50% of the entire Building for a period in excess of twelve (12)consecutive months (hereinafter a “Voluntary Closing”), Landlord shall have the right to cancel the remaining termof this lease by giving Tenant written notice of its election to do so (“Landlord’s Cancellation Notice”) within onehundred twenty (120) days after any such Voluntary Closing, as the case may be, subject to the terms andconditions set forth herein. Subject to the provisions of Sections 9.1(c)(ii) and 9.2(c)(iii) hereof, if Landlord electsto cancel this lease as herein provided, then this lease shall terminate as of the date (the “Termination Date”)selected by Landlord not later than 180 days from the date of receipt of Landlord’s Cancellation Notice, as setforth in a notice from Tenant to Landlord and, if no such notice is given by Landlord then the Termination Dateshall be deemed to be the date which is 180 days from the date of receipt of Landlord’s Cancellation Notice.5.CasualtyLandlord may terminate this Lease, by giving written notice thereof to Tenant within sixty (60) days after the fire orother casualty, if the Building is so damaged thereby that (1) the Building is rendered substantially unfit foroccupancy and cannot be reasonably be restored within 180 days, as reasonably determined by Landlord, (2) theBuilding is damaged to the extent that Landlord elects to demolish the Building, or (3) any Mortgagee requiresthat any or all of the insurance proceeds issued on account of such damage be used to retire all of the debtsecured by its Mortgage. If Landlord terminates this Lease under this Section, then (1) Tenant shall pay toLandlord the Minimum Rent and any Additional Rent payable by Tenant hereunder through the date of the fire orother casualty, (2) Landlord shall repay to Tenant any and all prepaid Rent for periods after such fire or othercasualty, and (3) Landlord may enter upon and repossess the Premises without further notice.The ability of a landlord to terminate in the event of a causal is particularly important given that a lendermay require that all insurance proceeds be applied toward repayment of a loan.6.Remediesa.Accelerated RentUpon the occurrence of a Default, Landlord shall have the rights and remedies hereunder set forth, which shall bedistinct, separate, and cumulative with and in addition to any other rights or remedies allowed under any law orprovisions of this Lease:(i)Landlord may, at its sole discretion, immediately terminate Tenant’s right to possession of thePremises or the Lease, or both, and reenter and repossess the Premises by detainer suit,summary proceedings or other lawful means, with or without terminating the Lease (and, ifapplicable law permits, unless Landlord shall have expressly terminated the Lease in writing, anysuch action shall be deemed a termination of Tenant’s right to possession only). In such event,Landlord shall have the right to recover from Tenant the sum of (a) the worth at the time of awardof the unpaid Rental which had been earned at the time of such termination or Landlord’srepossession of the Premises; (b) the worth at the time of award of the amount by which theRental for the balance of the Term, if only possession of the Premises but not the Lease hasbeen terminated, exceeds the amount of such Rental loss that Tenant affirmatively proves couldhave been reasonably avoided; (c) any other amount necessary to compensate Landlord for allthe detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under thisLease or which in the ordinary course of things would be likely to result therefrom; and (d) allsuch other amounts in addition to or in lieu of the foregoing as may be permitted from time to timeunder applicable Law; or
(ii)Landlord may, at its sole discretion, have this Lease continue in effect for so long as Landlorddoes not terminate this Lease and Tenant’s right to possession of the Premises, in which eventLandlord shall have the right to enforce all of Landlord’s rights and remedies under this Leaseincluding the right to recover the Minimum Annual Rental, Percentage Rental, Additional Rentaland other Rental payable by Tenant under this Lease as they become due under this Lease; orThe ability of a landlord to terminate either the lease or the tenant’s right to possession of the premises providesdifferent remedies. Parties should be wary of inadvertently waiving their rightsb.Mitigation of DamagesIn the event Landlord terminates this Lease or Tenant’s right to possession of the Premises, Landlord shall berequired to use only reasonable efforts to relet the Premises and otherwise mitigate its damages, but Landlordshall not be required to relet the Premises ahead of any other premises in the Shopping Center. Landlord’sefforts to mitigate shall not be required to exceed such efforts as Landlord generally uses to lease other spaces atthe Shopping Center. Further, Landlord shall not be deemed to have failed to use reasonable efforts to mitigate ifLandlord leases any other portion of the Shopping Center before renting all or any portion of the Premises. Anyfailure by Landlord to use reasonable efforts to mitigate as described herein with respect to any period of timeshall only excuse and abate the Rental to which Landlord would be entitled for such period, taking into account,among other things, the condition of the Premises, market conditions and the period of time the Premises mayreasonably remain vacant before Landlord is able to relet the same to a suitable replacement tenant. Inrecognition that the value of the Shopping Center depends on the rental rates and terms of leases therein,Landlord’s rejection of a prospective replacement tenant based on an offer of rentals below rates of comparabletenants in comparable shopping centers in the geographical area of the Shopping Center at the time in question,or at Landlord’s option, below the rates provided in the Lease, or containing less favorable terms than thosecontained herein, shall not give rise to a claim or defense by Tenant that Landlord failed to mitigate Landlord’sdamages.Whether a landlord discharged its duty to mitigate damages is a fact specific question that typicallyrequires testimony of experts and ultimately delays a resolution. The parties should define the duty tomitigate, including what it means to be reasonable.c.Right to Injunctive Relief and/or Specific PerformanceLandlord shall at all times have the right without prior demand or notice, except as required by applicable law, toseek any declaratory, injunctive or other equitable relief, and specifically enforce the Lease or restrain or enjoin aviolation of any provision hereof, and Tenant hereby waives any right to require that Landlord post a bond inconnection therewith. Notwithstanding anything to the contrary contained in this Lease, to the extent notexpressly prohibited by applicable law, in the event of any Default by Tenant, Landlord may terminate the Leaseand/or Tenant’s right to possession and accelerate and declare that all Rental reserved for the remainder of theTerm immediately due and payable (in which event, Tenant’s obligations for Percentage Rental or any amount ofAdditional Rent that would have accrued thereafter shall be projected in the manner described in Section; provided the Rental so accelerated shall be discounted in accordance with accepted financial practiceat the rate of four percent (4%) per annum to the then present value, and Landlord shall, after receiving paymentof the same f
JW Marriott Orlando Grande Lakes Orlando, FL October 24-27, 2018 by: Jennifer Zohorsky, Esq. Associate Attorney Rosenberg Martin Greenberg LLP 25. S. Charles Street, 21st Floor Baltimore, Maryland 21201 [email protected] David Vallas, Esq. Vice Chair of Commercial Litiga