a5463757ex10_a.htm


    Exhibit
      10 (a)

     

     

    INDUSTRIAL
      LEASE AGREEMENT

     

    between

     

    LIBERTY
      PROPERTY/SYNTERRA LIMITED PARTNERSHIP (“Landlord”)

     

    and

     

    TASTY
      BAKING COMPANY (“Tenant”)

     

    Dated:  May
      8, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    (Single
      Tenant Industrial)

    
      
        	
                                                                                           

              	
                Page

              
	 	 
	 	 
	
                1.       Basic
                  Lease Terms and Definitions

              	
                1

              
	 	 
	
                2.       Premises
                  

              	
                5

              
	 	 
	
                3.       Use

              	
                5

              
	 	 
	
                4.       Term;
                  Extension Options

              	
                 5

              
	 	 
	
                5.       Rent
                  

              	
                7

              
	 	 
	
                6.       Operating
                  Expense Adjustments; Reconciliation

              	
                8

              
	 	 
	
                7.       Utilities
                  

              	
                9

              
	 	 
	
                8.       Insurance;
                  Indemnification

              	
                10

              
	 	 
	
                9.       Maintenance
                  and Repairs

              	
                12

              
	 	 
	
                10.     Compliance

              	
                13

              
	 	 
	
                11.     Signs
                  

              	
                14

              
	 	 
	
                12.    
                  Alterations

              	
                14

              
	 	 
	
                13.     Mechanics'
                  Liens

              	
                16

              
	 	 
	
                14.     Landlord's
                  Right of Entry

              	
                16

              
	 	 
	
                15.     Damage
                  by Fire or Other Casualty

              	
                16

              
	 	 
	
                16.     Condemnation
                  

              	
                17

              
	 	 
	
                17.     Quiet
                  Enjoyment

              	
                17

              
	 	 
	
                18.     Assignment
                  and Subletting

              	
                17

              
	 	 
	
                19.     Subordination;
                  Mortgagee's Rights

              	
                19

              
	 	 
	
                20.     Estoppel
                  Certificates; Tenant's Financial Information

              	
                19

              
	 	 
	
                21.     Surrender;
                  Abandoned Property

              	
                20

              
	 	 
	
                22.     Defaults
                  - Remedies

              	
                20

              


      

    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              23.     Tenant's
                Authority

            	
              25

            
	 	 
	
              24.     Liability
                of Landlord

            	
              25

            
	 	 
	
              25.     Miscellaneous

            	
              26

            
	 	 
	
              26.     Notices
                

            	
              27

            
	 	 
	
              27.     Security
                Deposit 

            	
              27

            
	 	 
	
              28.     Brokers
                

            	
              29

            
	 	 
	
              29.     Landlord's
                Work; Tenant Finish Work; Brig Site

            	
              30

            
	 	 
	
              30.     Lease
                Contingencies

            	
              31

            
	 	 
	
              31.     Keystone
                Opportunity Zone Provisions

            	
              34

            
	 	 
	
              32.     Expansion
                Right

            	
              34

            
	 	 
	
              33.     Right
                of First Offer to Purchase

            	
              35

            
	 	 
	
              34.     Leasehold
                Mortgagees

            	
              37

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      INDEX
        OF DEFINED TERMS

       

    

    
      
        	
                Defined
                  Term

              	
                Section
                  Reference

              
	
                ADA

              	
                Addendum
                  1

              
	
                Additional
                  Rent

              	
                Addendum
                  1

              
	
                Adjustment
                  Date

              	
                § 4(b)

              
	
                Affiliate

              	
                Addendum
                  1

              
	
                Agents

              	
                Addendum
                  1

              
	
                Agreement
                  of Sale

              	
                § 30

              
	
                Alteration

              	
                Addendum
                  1

              
	
                Annual
                  Operating Expenses

              	
                § 1(g)

              
	
                Appointed
                  Appraisers

              	
                § 4(b)

              
	
                Base
                  Building Architect

              	
                Exhibit
                  “D” ¶ 1(b)(i)

              
	
                Base
                  Building Design Development Documents

              	
                Exhibit
                  “D” ¶ 1(b)(ii)

              
	
                Base
                  Building Schematic Documents

              	
                Exhibit
                  “D” ¶ 1(b)(i)

              
	
                Base
                  Building Scope Documents

              	
                Exhibit
                  “D” ¶ 1(b)

              
	
                Base
                  Building Work

              	
                Exhibit
                  “D” ¶ 1(a)

              
	
                Base
                  Price Index

              	
                § 4(b)

              
	
                Building

              	
                § 1(b)

              
	
                Building
                  Operating Expenses

              	
                Addendum
                  1

              
	
                Building
                  System

              	
                Addendum
                  1

              
	
                Business
                  Day

              	
                Addendum
                  1

              
	
                CBRFA

              	
                § 29(e)

              
	
                C/O

              	
                Exhibit
                  “D”

              
	
                Commencement
                  Date

              	
                §
                  1(d)

              
	
                Control

              	
                Addendum
                  1

              
	
                Current
                  Price Index

              	
                § 4(b)

              
	
                Effective
                  Date

              	
                Introductory
                  Paragraph

              
	
                Distribution
                  Center

              	
                Exhibit
                  “D”

              
	
                Environmental
                  Laws

              	
                Addendum
                  1

              
	
                Event
                  of Default

              	
                Addendum
                  1

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

      

        	
                Defined
                  Term

              	
                Section
                  Reference

              


      

      
        	
                Excusable
                  Delays

              	
                Exhibit
                  “D” ¶ 4

              
	
                Expiration
                  Date

              	
                § 1(e)

              
	
                Extension
                  Option

              	
                § 4(b)

              
	
                Extension
                  Period

              	
                § 4(b)

              
	
                Final
                  LC

              	
                § 27

              
	
                Fair
                  Market Rental

              	
                § 4(b)

              
	
                Final
                  Base Building Construction Documents

              	
                Exhibit
                  “D” ¶ 1(b)(iii)

              
	
                Final
                  Punch List

              	
                Exhibit
                  “D” ¶ 3

              
	
                Final
                  Tenant Improvement Construction Documents

              	
                Exhibit
                  “D” ¶ 1(c)

              
	
                Hard
                  Costs

              	
                Addendum
                  1

              
	
                Hazardous
                  Materials

              	
                Addendum
                  1

              
	
                Holidays

              	
                Addendum
                  1

              
	
                HVAC

              	
                Addendum
                  1

              
	
                Impositions

              	
                § 6(c)

              
	
                Initial
                  Determinations

              	
                § 4(b)

              
	
                Initial
                  Monthly Rent

              	
                § 1(h)

              
	
                Interest
                  Rate

              	
                Addendum
                  1

              
	
                Interim
                  LC

              	
                § 27

              
	
                Interior
                  Architect

              	
                Exhibit
                  “D” ¶ 1(c)(i)

              
	
                Land

              	
                § 1(a)

              
	
                Landlord

              	
                Preamble

              
	
                Landlord's
                  Construction Warranty Period

              	
                Exhibit
                  “D” ¶ 7

              
	
                Landlord's
                  General Contractor

              	
                Exhibit
                  “D” ¶ 1(a)

              
	
                Latent
                  Defects

              	
                Exhibit
                  “D” ¶ 4

              
	
                Laws

              	
                Addendum
                  1

              
	
                Lease
                  Year

              	
                Addendum
                  1

              
	
                LC

              	
                § 27

              
	
                LC
                  Draw Cap

              	
                § 27

              
	
                Leasehold
                  Mortgage

              	
                § 34

              
	
                Leasehold
                  Mortgagee

              	
                § 34

              


      

    

     

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

    

      	
              Defined
                Term

            	
              Section
                Reference

            


    

    
      
        	
                Maintain

              	
                Addendum
                  1

              
	
                Maintenance

              	
                Addendum
                  1

              
	
                Minimum
                  Annual Rent

              	
                § 1(f)

              


      

    

    
      
        	
                Monthly
                  Rent

              	
                Addendum
                  1

              
	
                Mortgage

              	
                Addendum
                  1

              
	
                Mortgagee

              	
                Addendum
                  1

              
	
                Negotiation
                  Period

              	
                § 4(b)

              
	
                Person

              	
                Addendum
                  1

              
	
                Premises

              	
                § 1(a)

              
	
                Price
                  Index

              	
                § 4(b)

              
	
                Proposed
                  Base Building Design Development Documents

              	
                Exhibit
                  “D” ¶ 1(b)(ii)

              
	
                Punch
                  List

              	
                Exhibit
                  “D” ¶ 3

              
	
                Qualified
                  Appraiser

              	
                Addendum
                  1

              
	
                Rent

              	
                Addendum
                  1

              
	
                RFA

              	
                § 29(e)

              
	
                Security
                  Deposit

              	
                § 27

              
	
                Selected
                  Appraiser

              	
                § 4(b)

              
	
                Soft
                  Costs

              	
                Addendum
                  1

              
	
                Substantial
                  Completion

              	
                Exhibit
                  “D” ¶ 4

              
	
                Taken
                  or Taking

              	
                Addendum
                  1

              
	
                Telecommunications
                  Equipment

              	
                § 7(c)

              
	
                Tenant

              	
                Preamble

              
	
                Tenant
                  General Contractor

              	
                Exhibit
                  “D” ¶ 5(b)

              
	
                Tenant
                  Finish Construction Documents

              	
                Exhibit
                  “D” ¶ 5

              
	
                Tenant
                  Finish Work

              	
                Exhibit
                  “D” ¶ 5

              
	
                Tenant
                  Finish Work Plans

              	
                Exhibit
                  “D” ¶ 5

              
	
                Tenant
                  General Contractor

              	
                Exhibit
                  “D” ¶ 5

              
	
                50%
                  Complete Tenant Improvement Construction Documents

              	
                Exhibit
                  “D” ¶ 1(c)

              
	
                100%
                  Complete Tenant Improvement Construction Documents

              	
                Exhibit
                  “D” ¶ 1(c)

              


      

    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

    

      	
              Defined
                Term

            	
              Section
                Reference

            


    

    
      
        	
                Tenant
                  Improvement Scope Documents

              	
                Exhibit
                  “D” ¶ 1(c)

              
	
                Tenant
                  Improvement Schematic Documents

              	
                Exhibit
                  “D” ¶ 1(c)

              
	
                Tenant
                  Improvement Design Development Documents

              	
                Exhibit
                  “D” ¶ 1(c)

              


      

    

    
      
        	
                Term

              	
                § 1(c)

              
	
                TI
                  Budget

              	
                Exhibit
                  “D” ¶ 1(b)

              
	
                Transfer

              	
                §
                  18(a)

              
	
                Use

              	
                § 1(i)

              
	
                USEDA

              	
                § 30

              


      

    

     

    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    

     

    
      LEASE
        AGREEMENT

       

       

      THIS
        LEASE AGREEMENT is made by and between LIBERTY
        PROPERTY/SYNTERRA LIMITED PARTNERSHIP, a Pennsylvania limited
        partnership (“Landlord”) and TASTY BAKING
        COMPANY, a Pennsylvania corporation (“Tenant”), and is
        dated as of the date on which this Lease has been fully executed by Landlord
        and
        Tenant (the “Effective Date”).

       

      1.           Basic
        Lease Terms and Definitions.

       

      (a)          Premises:  Effective
        as of the Effective Date, Landlord hereby leases to Tenant and Tenant hereby
        leases from Landlord all of the following (collectively, the
“Premises”): (i) the Land and all easements and appurtenances
        thereto; (ii) the Building to be constructed on the Land in accordance with
        the
        terms of this Lease; and (iii) the exclusive right of Tenant to utilize all
        of
        the surface parking spaces (including bus parking spaces) to be located on
        the
        Land for the employees and invitees of Tenant without charge subject, however,
        to the right reserved by Landlord to utilize the Land on which the parking
        spaces are located for the purpose of constructing, installing, Maintaining,
        utilizing and granting easements in and to others for electric, sewer, water,
        telephone, utility, computer, data processing and communications pipes, cables,
        wires, lines and facilities, so long as none of the above shall unreasonably
        interfere with the use and occupancy of the Premises by Tenant for the Use
        and
        so long as Landlord provides reasonable prior notice and complies with such
        requirements as may be reasonably established by Tenant and of which Landlord
        has been provided written notice to minimize any disruption to Tenant’s business
        operations, including the appearance of the Premises.  As used herein,
“Land” shall mean that certain approximately 25
        acre lot located within the Navy Yard as more particularly
        described on Exhibit “A” attached hereto and made a part
        hereof.

       

      (b)          Building:  Building
        to be constructed in accordance with the construction provisions set forth
        on
Exhibit “D” attached hereto a made a part hereof anticipated to
        consist of 345,500 Rentable Square Feet.

       

      (c)          Term
        (§5):  The period commencing on the Commencement Date and
        expiring on the Expiration Date.  Tenant shall have reasonable access
        to the Premises during the period from the Effective Date to the Commencement
        Date for purposes of performing Tenant’s responsibilities in accordance with
Exhibit “D” to this Lease.

       

      (d)          Commencement
        Date:  The date on which the Landlord’s Work is Substantially
        Complete (as defined in Paragraph 4 of Exhibit
“D.  Notwithstanding the foregoing, if Landlord anticipates
        that the Landlord’s Work will be Substantially Complete prior to the Target
        Turnover Date (as defined below), Landlord shall provide Tenant with prior
        written notice thereof at least nine (9) months prior to the anticipated
        earlier
        date of such Substantial Completion; provided, however, that (subject to
        the
        next grammatical sentence of this Section 1(d)), Tenant shall not be required
        to
        accept delivery of the Landlord’s Work, nor shall the Commencement Date
        commence, more than sixty (60) days prior to the Target Turnover
        Date.  Notwithstanding the forgoing, if Tenant elects (subject to the
        terms of Exhibit “D”) to commence the Tenant Finish Work
        prior to the Substantial Completion of the Landlord’s Work, then the
        Commencement Date shall be the earlier of (i) the date determined in accordance
        with the preceding provisions of this Section 1(d), or (ii) the date on which
        the Tenant Finish Work is substantially complete (as determined in accordance
        with Exhibit “D”).  If the Landlord’s Work is not
        Substantially Complete by the date that is thirty (30) days after the Target
        Turnover Date, then subject to Excusable Delays (as defined in Exhibit
“D”), Tenant shall be entitled to an abatement of Minimum
        Annual Rent
        (but not Additional Rent) of one (1) day for each such day of delay, which
        abatement shall be applied against the earliest period of the Term for which
        Minimum Annual Rent would otherwise be payable and, at Landlord’s election, the
        Term shall be extended one (1) day for each such day of abatement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (e)          Expiration
        Date:  The Twenty-Sixth (26th) anniversary of the
        Commencement Date; provided that if the Commencement Date occurs on any day
        other than the first day of a calendar month, then the Expiration Date shall
        be
        the Twenty-Sixth (26th) anniversary of the first day of the first calendar
        month
        immediately following the Commencement Date.

       

      (f)          Minimum
        Annual Rent:  The Minimum Annual Rent during the Term shall
        be as follows:

      
        
          	
                  Lease
                    Year

                	 	 	
                  Annual

                	 	 	
                  Monthly

                	 	 	
                  Lease
                    Year

                	 	 	
                  Annual

                	 	 	
                  Monthly

                	 
	 	
                  1

                	 	 	$	
                  0.00

                	 	 	$	
                  0.00

                	 	 	 	
                  14

                	 	 	$	
                  4,995,930.00

                	 	 	$	
                  416,327.50

                	 
	 	
                  2

                	 	 	$	
                  3,499,915.00

                	 	 	$	
                  291,659.58

                	 	 	 	
                  15

                	 	 	$	
                  5,141,040.00

                	 	 	$	
                  428,420.00

                	 
	 	
                  3

                	 	 	$	
                  3,569,015.00

                	 	 	$	
                  297,417.91

                	 	 	 	
                  16

                	 	 	$	
                  5,296,515.00

                	 	 	$	
                  441,376.25

                	 
	 	
                  4

                	 	 	$	
                  3,641,570.00

                	 	 	$	
                  303,464.16

                	 	 	 	
                  17

                	 	 	$	
                  5,451,990.00

                	 	 	$	
                  454,332.50

                	 
	 	
                  5

                	 	 	$	
                  3,714,125.00

                	 	 	$	
                  309,510.41

                	 	 	 	
                  18

                	 	 	$	
                  5,617,830.00

                	 	 	$	
                  468,152.50

                	 
	 	
                  6

                	 	 	$	
                  3,790,135.00

                	 	 	$	
                  315,844.58

                	 	 	 	
                  19

                	 	 	$	
                  5,790,580.00

                	 	 	$	
                  482,548.33

                	 
	 	
                  7

                	 	 	$	
                  3,866,145.00

                	 	 	$	
                  322,178.75

                	 	 	 	
                  20

                	 	 	$	
                  5,966,785.00

                	 	 	$	
                  497,232.08

                	 
	 	
                  8

                	 	 	$	
                  3,942,155.00

                	 	 	$	
                  328,512.91

                	 	 	 	
                  21

                	 	 	$	
                  6,153,355.00

                	 	 	$	
                  512,779.58

                	 
	 	
                  9

                	 	 	$	
                  4,021,620.00

                	 	 	$	
                  335,135.00

                	 	 	 	
                  22

                	 	 	$	
                  6,346,835.00

                	 	 	$	
                  528,902.91

                	 
	 	
                  10

                	 	 	$	
                  4,101,085.00

                	 	 	$	
                  341,757.08

                	 	 	 	
                  23

                	 	 	$	
                  6,547,225.00

                	 	 	$	
                  545,602.08

                	 
	 	
                  11

                	 	 	$	
                  4,184,005.00

                	 	 	$	
                  348,667.08

                	 	 	 	
                  24

                	 	 	$	
                  6,754,525.00

                	 	 	$	
                  562,877.08

                	 
	 	
                  12

                	 	 	$	
                  4,995,930.00

                	 	 	$	
                  416,327.50

                	 	 	 	
                  25

                	 	 	$	
                  6,972,190.00

                	 	 	$	
                  581,015.83

                	 
	 	
                  13

                	 	 	$	
                  4,995,930.00

                	 	 	$	
                  416,327.50

                	 	 	 	
                  26

                	 	 	$	
                  7,200,220.00

                	 	 	$	
                  600,018.33

                	 


        

      

    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      (g)          Annual
        Operating Expenses:  Currently estimated to be
        $674,070.50 for the first Lease Year of the Term (as shown on the Schedule
        attached hereto as Exhibit “L”), payable in monthly
        installments of $56,172.54, subject to adjustment as
        provided in this Lease. 

       

      (h)          Initial
        Monthly Rent: (monthly Minimum Annual Rent for first Lease Year is
        $0.00, plus estimated monthly installment of Annual Operating Expenses of
        $674,070.50): $56,172.54.

       

      (i)          Use: An
        industrial baking and commercial food preparation facility including (but
        not
        limited to) related office, warehouse, distribution for the facility and
        other
        related facilities of Tenant, manufacturing, mechanical and shipping uses,
        together with an integrated visitor's center containing a gift shop, media
        rooms
        and similar promotional facilities intended to promote Tenant's business
        and
        products, including the giving of guided tours of the facility via identified
        public areas specifically designed for such purpose, all to the extent
        compatible with the Building as designed and constructed pursuant to
Exhibit “D” hereto.

       

      (j)          Security
        Deposit:  See § 27.

       

      (k)          Address
        For Notices:

       

      
        
          	
                    
                    Landlord:

                	
                  Liberty
                    Property/Synterra Limited Partnership

                
	 	
                  c/o
                    Liberty Property Trust

                
	 	
                  8
                    Penn Center, Suite 1100

                
	 	
                  Philadelphia,
                    PA  19103

                
	 	
                  Attention:
                    John S. Gattuso, Senior Vice President

                
	 	 
	 	
                  with
                    a copy to:

                
	 	 
	 	
                  Liberty
                    Property Trust

                
	 	
                  500
                    Chesterfield Parkway

                
	 	
                  Malvern,
                    PA 19355

                
	 	
                  Attention:  Legal
                    Department

                
	 	 
	 	
                  with
                    a copy to:

                
	 	 
	 	
                  Wolf,
                    Block, Schorr and Solis-Cohen LLP

                
	 	
                  1650
                    Arch Street, 22nd Floor

                
	 	
                  Philadelphia,
                    PA 19103

                
	 	
                  Attention:  Herman
                    C. Fala, Esquire

                


        

      

    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                   
                  Tenant:

              	
                Before
                  the Commencement Date:

              
	 	 
	 	
                Tasty
                  Baking Company

              
	 	
                3413
                  Fox Street

              
	 	
                Philadelphia,
                  PA  19129

              
	 	
                Attention:
                  President and CEO

              
	 	 
	 	
                With
                  a copy to:

              
	 	 
	 	
                Tasty
                  Baking Company

              
	 	
                3413
                  Fox Street

              
	 	
                Philadelphia,
                  PA  19129

              
	 	
                Attention:
                  General Counsel

              
	 	 
	 	
                With
                  a copy to:

              
	 	 
	 	
                Stradley
                  Ronon Stevens & Young, LLP

              
	 	
                2600
                  One Commerce Square

              
	 	
                Philadelphia,
                  PA 19103

              
	 	
                Attn:
                  Chair of Business Department

              
	 	
                On
                  or after the Commencement
                  Date:  Premises

              


      

    

     

    
                  (l)    
        Broker:  The Binswanger Companies

       

                  (m)  
        Guarantor:  None

       

                  (n)    Target
        Turnover Date:  October 15, 2009.

       

                  (o)    Additional
        Defined Terms:  See Addendum 1 for the definition of
        other capitalized terms.

       

                  (p)    Contents: The
        following are attached to and made a part of this Lease:

       

      
        
          	 	
                  Addenda:

                	 	
                  “1”

                	
                  -

                	
                  Additional
                    Definitions

                
	 	 	 	 	 	 
	 	
                  Exhibits:

                	 	
                  “A”

                	
                  -

                	
                  Description
                    of the Land

                
	 	 	 	
                  “B”

                	
                  -

                	
                  Estoppel
                    Certificate Form

                
	 	 	 	
                  “C”

                	
                  -

                	
                  Tenant
                    Improvements, Fixtures and Equipment to be Removed Prior to the
                    Expiration
                    of Lease

                
	 	 	 	
                  “D”

                	
                  -

                	
                  Construction
                    of Base Building Work,

                
	 	 	 	 	 	
                  Tenant
                    Improvements and Off-Site Utilities

                
	 	 	 	
                  “D-1”

                	
                  -

                	
                  Base
                    Building Outline Scope of Work

                
	 	 	 	
                  “D-2”

                	
                  -

                	
                  Site
                    Plan for Phases I and II

                
	 	 	 	
                  “D-3”

                	
                  -

                	
                  Floor
                    Plan

                
	 	 	 	
                  “D-4”

                	
                  -

                	
                  Base
                    Building Elevations

                
	 	 	 	
                  “D-5”

                	
                  -

                	
                  Tenant
                    Improvement Scope Documents

                
	 	 	 	
                  “D-6”

                	 	
                  Floor
                    Plan for Building
                    Expansion

                


        

      

    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	
                “E-1”

              	
                -

              	
                Timetable
                  for Plan Approval for Base

              
	 	 	 	 	
                Building
                  Work

              
	 	 	
                “E-2”

              	 	
                Timetable
                  for Plan Approval for Tenant Improvement Work

              
	 	 	
                “E-3”

              	
                -

              	
                Approved
                  Design Professionals for Base Building Work

              
	 	 	 	 	 
	 	 	
                “E-4”

              	
                -

              	
                Approved
                  General Contractor Landlord’s Work

              
	 	 	 	 	 
	 	 	
                “F”

              	
                -

              	
                Building
                  Rules

              
	 	 	
                “G”

              	
                -

              	
                26th
                  Street Work

              
	 	 	
                “H”

              	
                -

              	
                Environmental
                  Reports

              
	 	 	
                “I”

              	
                -

              	
                Signage
                  Concept Drawings

              
	 	 	
                “J”

              	
                -

              	
                Completion
                  Guaranty

              
	 	 	
                “K”

              	
                -

              	
                Title
                  Commitment

              
	 	 	
                “L”

              	
                -

              	
                Estimated
                  Annual Operating Expenses

              
	 	 	
                “M-1”

              	
                -

              	
                Interim
                  LC

              
	 	 	
                “M-2”

              	
                -

              	
                Final
                  LC

              


      

    

     

    
      2.           Premises. Landlord
        leases to Tenant and Tenant leases from Landlord the Premises.

       

      3.           Use.  Tenant
        shall occupy and use the Premises for and only for the Use specified in Section
        1(i) above and in compliance with all Laws.

       

      4.           Term;
        Extension Options.

       

      (a)    The
        Term of
        this Lease shall commence on the Commencement Date and shall end on the
        Expiration Date, unless sooner terminated in accordance with terms of this
        Lease.

       

      (b)    Provided
        that
        (A) Landlord has not given Tenant notice of default more than two (2) times
        during the twelve (12) month period preceding Tenant’s exercise of this option
        to extend, (B) there then exists no Event of Default by Tenant under this
        lease,
        and (C) no Event of Default occurs between Tenant’s exercise of this option to
        extend the Term and the Expiration Date of the then-current Term, Tenant
        shall
        have the right and option (each an “Extension Option”) to
        extend the Term for two (2) additional periods of ten (10) years each (each
        an
“Extension Period”), exercisable by giving Landlord prior
        written notice, at least eighteen (18) months in advance of the Expiration
        Date
        of the then-current Term, of Tenant’s election to extend the Term; it being
        agreed that time is of the essence and that this option is personal to Tenant
        and is non-transferable to any assignee or sublessee (regardless of whether
        any
        such assignment or sublease was made with or without Landlord’s consent) or
        other party, other than an assignment to an Affiliate of Tenant in accordance
        with this Lease.  Such extension shall be under the same terms and
        conditions as provided in this Lease except as follows:

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      (i)    the
        additional period shall begin on the Expiration Date, as such date may have
        been
        extended, and thereafter the Expiration Date shall be deemed to be the tenth
        (10th)
        anniversary thereof;

       

      (ii)           all
        references to the Term in this Lease shall be deemed to mean the Term as
        extended pursuant to this Section;

       

      (iii)          Tenant’s
        right and option to extend the Term for two (2) additional periods as described
        above shall decrease by one (1) additional period for each such additional
        period that Tenant extends the Term; and

       

      (iv)          the
        Minimum Annual Rent payable by Tenant for the first Lease Year of each exercised
        Extension Period shall the “Fair Market Rental” of the Premises
        in effect as of the date on which Tenant exercises the applicable Extension
        Option (but not prior to eighteen (18) months prior to the then current
        Expiration Date), determined as follows:

       

      Within
        thirty (30) days following the
        date on which Landlord receives Tenant’s written notice exercising an Extension
        Option (but in no event prior to the date that is seventeen (17) months prior
        to
        the date the Fair Market Rental is to become effective) Landlord will deliver
        to
        Tenant written notice of Landlord’s determination of the Fair Market Rental for
        the Premises.  Within thirty (30) days following the date on which
        Tenant receives said notice from Landlord, Tenant may either (a) accept by
        written notice to Landlord the Landlord’s determination of Fair Market Rental as
        the Minimum Annual Rent for the Extension Period, (b) revoke the exercise
        of its
        Extension Option by written notice to Landlord, or (c) reject the Landlord’s
        determination of the Fair Market Rental and advise Landlord in writing of
        Tenant’s determination of the Fair Market Rental for the Premises.  In
        the event Tenant fails to timely elect item (a), (b), or (c), Tenant shall
        be
        deemed to have accepted Landlord’s determination of the Fair Market
        Rental.  In the event Tenant elects item (c) and thereafter the
        parties fail to agree on the Fair Market Rental within thirty (30) days after
        Landlord’s receipt of Tenant’s notice of Tenant’s determination of Fair Market
        Rental (such period, the “Negotiation Period”), Landlord and
        Tenant shall each appoint a separate and independent Qualified Appraiser
        (the
“Appointed Appraisers”) within ten (10)
        Business Days following the end of the Negotiation Period.  If either
        Tenant or Landlord shall fail to timely appoint an appraiser, the appraiser
        appointed by the other party shall select the second appraiser within five
        (5)
        Business Days after such party’s failure to appoint.  Each Appointed
        Appraiser shall make a determination of the Fair Market Rental for the Premises
        taking into account the applicable market rent for buildings that are similarly
        situated in the Philadelphia Metropolitan Area and are competitive with the
        Premises, with appropriate adjustments for variations in location, building
        size, tenant size, use, and such other criteria as the appraisers deem
        appropriate.  If the two appraisals differ by less than five percent
        (5%), the Fair Market Rental shall be the mathematical average of the two
        appraisals.  If the two appraisals differ by five percent (5%) or
        more, the Appointed Appraisers shall mutually appoint a third Qualified
        Appraiser (the “Selected Appraiser”).  If the
        Appointed Appraisers shall be unable to agree within five (5) Business Days
        on
        the selection of a third appraiser, then either appraiser, on behalf of both,
        may request the chapter of MAI appraisers located nearest to the Building
        to
        make such appointment.  The Appointed Appraisers shall submit their
        Initial Determinations (“Initial Determinations”) to the
        Selected Appraiser within five (5) Business Days after the selection of the
        Selected Appraiser.  Within ten (10) Business Days after such
        submission, the Selected Appraiser shall select one or the other of the two
        appraisals, which decision shall be in writing with full explanation of the
        decision, taking into account such information as the Selected Appraiser
        deems
        relevant.  The Fair Market Rental determined by the Selected Appraiser
        shall be binding on both Landlord and Tenant.  Notwithstanding
        anything herein to the contrary, in no event shall the Fair Market Rental
        for
        any Extension Period be less than the Minimum Annual Rent for the Lease Year
        immediately preceding the Extension Period in question.  Each party
        shall pay the cost of its Appointed Appraiser and shall share equally the
        cost
        of the Selected Appraiser.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (v)    The
        Minimum
        Annual Rent payable for each subsequent Lease Year of the Extension Period
        shall
        be determined and adjusted as of the first day of such Lease Year (each,
        an
“Adjustment Date”) as follows:

       

      Each
        adjustment shall be made by
        determining the percentage increase of the then Current Price Index over
        the
        Base Price Index.  The percentage thus determined shall be multiplied
        by the Minimum Annual Rent in effect for the Lease Year immediately preceding
        the Adjustment Date in question, and the product thus determined shall be
        added
        to the Minimum Annual Rent payable for the Lease Year immediately preceding
        the
        Adjustment Date in question; the sum thereof shall be the Minimum Annual
        Rent
        payable for the Lease Year in which the Adjustment date occurs.  No
        adjustment under this Section 4(b)(v) shall be made if the result would be
        a
        decrease in the Minimum Annual Rent below the amount of Minimum Annual Rent
        payable by Tenant for the Lease Year prior to the Adjustment Date in
        question.  “Base Price Index” shall mean the Price
        Index for the first calendar month of the Lease Year immediately preceding
        the
        Adjustment Date.  “Current Price Index” shall mean
        the Price Index for the first calendar month of the Lease Year in which the
        Adjustment Date occurs.  If the Current Price Index has not yet been
        published on the first calendar month of the Lease Year in which the Adjustment
        Date occurs, the adjustment shall be made retroactively promptly after the
        Current Price Index is published.  “Price Index”
        shall mean the  “Consumer Price Index of the Bureau of Labor
        Statistics for all Urban Consumers (CPI-U) for the United States (1982-84=100)”
or a successor or substitute index promulgated by the Bureau of Labor Statistics
        appropriately adjusted to achieve substantially the same result had the
        publication of the original Price Index not been discontinued.

       

      (c)    If
        any realty
        transfer or similar tax is payable as a result of the parties’ execution of this
        Lease, Landlord shall pay an amount equal to the lesser of (i) fifty percent
        (50%) of such tax, or (ii) Thirty Thousand Dollars ($30,000,00).  The
        balance of any such tax shall be paid by Tenant.

       

      5.           Rent.

       

      (a)    Commencing
        on
        the Commencement Date, Tenant agrees to pay to Landlord the Monthly Rent,
        in
        advance, on the first day of each calendar month during the Term in accordance
        with the provisions of Section 1(f) and (if applicable) Section 4(b)(iv),
        without deduction or offset, to an account designated by Landlord.  If
        the Commencement Date is not the first day of the month, the Initial Monthly
        Rent for that month shall be apportioned on a per diem basis and shall be
        paid
        on or before the Commencement Date.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      (b)    Any
        Rent not
        paid within five (5) days after the due date will bear interest at the Interest
        Rate from the date due to the date paid.  In addition, Tenant will pay
        Landlord a late payment charge equal to five percent (5%) of any Rent that
        is
        not paid within five (5) days after the date when due.

       

      (c)    If
        any taxes,
        special assessments, fees, or other charges are imposed against Landlord
        by any
        authority with respect to the Rent, Tenant will pay these amounts to Landlord
        when due, provided that if it is unlawful for Tenant to reimburse Landlord
        for
        any of these amounts, the Minimum Annual Rent shall be increased by the amount
        of such charges, unless prohibited by law.

       

      6.           Operating
        Expense Adjustments; Reconciliation.

       

      (a)    The
        amount of the Annual Operating
        Expenses set forth in Section 1(g)
        represents the estimated Operating
        Expenses for the calendar year in which the Commencement Date occurs, based
        upon
        the budget for such estimated expenses attached hereto as Exhibit “L”.   Landlord
        may adjust
        this amount from time to time if the estimated Annual Operating Expenses
        increase or decrease.  Landlord may also invoice Tenant separately
        from time to time for any extraordinary or unanticipated Operating Expenses,
        rather than waiting until the year-end reconciliation.  By April 30 of
        each year (and as soon as practical after the expiration or termination of
        this
        Lease or, at Landlord's option, after a sale of the Premises), Landlord shall
        provide Tenant with a statement of the Operating Expenses for the preceding
        calendar year or part thereof.  Within thirty (30) days after delivery
        of the statement to Tenant, Landlord or Tenant shall pay to the other the
        amount
        of any overpayment or deficiency then due from one to the other or, at
        Landlord's option, Landlord may credit Tenant's account for any
        overpayment.  If Tenant does not give Landlord written notice within
        thirty (30) days after receiving Landlord's statement that Tenant disagrees
        with
        the statement and specifying the items and amounts in dispute, Tenant shall
        be
        deemed to have waived the right to contest the statement.  Landlord's
        and Tenant's obligation to pay any overpayment or deficiency due the other
        pursuant to this Section shall survive the expiration or termination of this
        Lease.

       

      (b)    At
        Tenant's
        request, Landlord shall provide Tenant with supporting documentation for
        any
        element of Operating Expenses or any other charges passed through to Tenant
        under this Lease.  Landlord agrees that Tenant or its representative
        shall have the right, at Tenant’s expense, once on an annual basis within 60
        days after Tenant's receipt of the statement of Operating Expenses, to examine
        and audit (using an independent certified public accountant selected by Tenant
        and reasonably acceptable to Landlord) Landlord's books and records relating
        to
        Operating Expenses for either or both of the two (2) calendar years immediately
        preceding such notice, during normal business hours at the main office of
        Landlord.  If as a result of an audit, it is determined (by written
        agreement of Landlord and Tenant or by final appealable judgment or final
        unappealable dispute resolution) that (i) Tenant is entitled to a refund,
        Landlord shall refund all over payments made by Tenant during such period
        within
        thirty (30) days following such determination, or (ii) Landlord is entitled
        to
        receive an additional sum for Operating Expenses from Tenant, Tenant shall
        remit
        such additional payment to Landlord within thirty (30) days following such
        determination.  If it is determined (by written agreement of Landlord
        and Tenant or by final appealable judgment or final unappealable dispute
        resolution) that Landlord has overstated the actual amount of the Operating
        Expenses for the applicable year by more than five percent (5%), Landlord
        shall
        be obligated to reimburse Tenant for its actual and reasonable out-of-pocket
        costs of conducting such audit.  Except as set forth above, Tenant
        shall bear the total cost of any such audit.  The provisions of this
        section shall survive termination or expiration of this Lease.  Tenant
        shall give Landlord at least twenty (20) business days prior notice of its
        desire to conduct such examination or audit and will not unreasonably interfere
        with Landlord's or its property manager's normal business
        activities.  

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (c)    Throughout
        the Term, Tenant shall pay directly to the applicable authority before they
        become delinquent, all levies, taxes (including real estate taxes, school
        district taxes, sales taxes, gross receipt taxes and the gross receipts portion
        of any Business Privilege Tax or similar tax assessed by the City of
        Philadelphia, subject to abatement as described in the Lease), assessments,
        liens, license and permit fees which are applicable to the Term, and which
        are
        imposed by any authority or under any Law, or pursuant to any recorded covenants
        or agreements, upon or with respect to the Premises, or any improvements
        thereto, or directly upon this Lease or the Rent or upon amounts payable
        by any
        subtenants or other occupants of the Premises, or against Landlord because
        of
        Landlord's estate or interest in the Premises (collectively, the
“Impositions”).  Landlord shall deliver to Tenant
        copies of all bills received by Landlord for the Impositions promptly upon
        Landlord’s receipt thereof.  Nothing herein shall be interpreted as
        requiring Tenant to pay any income, excess profits or corporate capital stock
        tax imposed or assessed against Landlord, unless such tax or any similar
        tax is
        levied or assessed in lieu of all or any part of any Imposition or in increase
        in any Imposition.  If Tenant is permitted by the assessing and
        collecting authority and by all mortgagees and elects to pay any Imposition
        in
        installments, Tenant shall nevertheless pay all unpaid installments thereof
        prior to the expiration or sooner termination of this Lease, whether or not
        such
        installments are then due and payable.  Tenant shall deliver to
        Landlord receipts or other reasonably satisfactory evidence of payment of
        all
        such Impositions so paid by Tenant at least thirty (30) days prior to the
        last
        day upon which they may be paid without fine, penalty interest or
        cost.  If Tenant does not provide Landlord with the aforementioned
        evidence within the time period specified, Landlord may pay the Impositions
        to
        the applicable authority, in which event Tenant shall, at Landlord’s election,
        either reimburse Landlord for the full amount of the Impositions so paid
        within
        ten (10) days after Landlord’s written request therefor, or cause the amount so
        paid to be included in the Operating Expenses.  If Tenant fails to
        timely pay any of the Impositions when due under this Lease, then in addition
        to
        all other remedies available to Landlord hereunder, Landlord may elect to
        require Tenant to pay all or part of future Impositions to Landlord as part
        of
        the Operating Expenses.  Provided that no Event of Default then
        exists, Tenant may elect, by delivering written notice to Landlord, to have
        Landlord pay the Impositions, whereupon the Impositions shall be included
        in
        Operating Expenses.

       

      7.           Utilities.

       

      (a)    If
        Tenant
        shall require electricity, gas or other utilities, or install machines or
        equipment (including but not limited to ovens, product processing, heating,
        refrigeration, or electronic data processing equipment) which may, in Landlord's
        reasonable opinion, in any way exceed or overload the capacity of the utility
        systems as described in the plans and specifications for the Building approved
        in accordance with the procedures described in Exhibit “D”,
        Tenant will pay for the additional expense resulting from the installation
        of
        additional equipment.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (b)    Tenant
        shall
        obtain all utility services including, without limitation, all electricity,
        telephone and other communication services which Tenant requires for the
        conduct
        of Tenant's business at the Premises, in Tenant's own name and, except as
        otherwise required to be installed by Landlord as part of Landlord’s Work,
        install, Maintain and repair all wiring, telephone and other communications
        equipment at its sole cost and expense.  Tenant shall pay, as and when
        due, all charges for, and taxes on, the furnishing of all such utility
        services.  Landlord shall not be responsible or liable for any
        interruption in utility, telephone or other communication service except
        to the
        extent caused by Landlord’s negligence or willful misconduct, nor shall such
        interruption affect the continuation or validity of this Lease.

       

      (c)    Provided
        an
        Event of Default has not occurred under this Lease, Tenant shall have the
        right
        to install, Maintain and repair a satellite dish and related telecommunications
        equipment (collectively, the “Telecommunications Equipment”) on
        the roof of the Building or on or along any exterior wall of the Building
        (only
        to the extent a roof-mounted installation is not permitted on account of
        building height restrictions imposed by applicable codes and/or ordinances)
        for
        Tenant’s exclusive use under and subject to the following conditions: (i) Tenant
        shall comply with all Laws and Requirements (including, but not limited to,
        obtaining all required permits and licenses) and shall obtain, and deliver
        to
        Landlord written evidence of, any approval(s) required under any recorded
        covenants or restrictions applicable to the Premises, (ii) Tenant shall obtain
        Landlord's prior approval of the location of the Telecommunications Equipment
        on
        the roof of the Building and of the specifications for each item of the
        Telecommunications Equipment, which approval shall not be unreasonably withheld
        and if Landlord gives its approval to such installation, Tenant agrees to
        use
        Landlord's roofing contractor (provided such contractor is available at
        competitive market rates) to ensure that the installation will be performed
        in a
        manner that will not result in an impairment of any warranty for the roof
        obtained by Landlord or result in any damage to the roof other than incidental
        damage normally associated with such installation, (iii) at least three (3)
        Business Days prior to installation, Tenant shall notify Landlord of the
        date
        and time of the installation, (iv) Tenant shall Maintain the Telecommunications
        Equipment in a safe, good and orderly condition, and the installation,
        Maintenance, repair and removal of the Telecommunications Equipment shall
        be
        performed at Tenant's sole expense in a manner which will not impair the
        integrity of, damage or adversely affect the warranty applicable to, the
        roof or
        any other portion of the Premises, (v) no later than the expiration or sooner
        termination of the Term, at Tenant's sole expense, Tenant shall remove the
        Telecommunications Equipment and repair any resulting damage, and (vi) Tenant's
        indemnification of Landlord pursuant to Section 8 of this Lease also applies
        to
        the Telecommunications Equipment and Tenant's use of any portion of the Premises
        therefor.

       

      8.           Insurance;
        Indemnification.

       

      (a)    Landlord
        shall Maintain insurance against loss or damage to the Building or the Premises
        with coverage for perils as set forth under the “Causes of Loss-Special Form” or
        equivalent property insurance policy in an amount equal to the full insurable
        replacement cost of the Building (excluding coverage of Tenant’s personal
        property and any Alterations by Tenant), and such other insurance, including
        rent loss coverage, as Landlord may reasonably deem appropriate or as any
        Mortgagee may require.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      (b)    Tenant,
        at
        its own expense, shall keep in effect commercial liability insurance, including
        contractual liability insurance, covering Tenant's operations on or about
        the
        Premises, with such limits of liability as Landlord may reasonably determine
        from time-to-time, but not less than a combined single limit of $5,000,000
        per
        occurrence and in the aggregate for bodily injury or property damage (the
        aggregate limits shall apply separately to each of Tenant's locations if
        more
        than the Premises); however, such limits shall not limit the liability of
        Tenant
        hereunder.  The policy shall name Landlord, and if requested by
        Landlord, Liberty Property Trust, Landlord's Mortgagee(s) and Landlord Agent(s)
        as additional insureds with respect to the Premises, shall be written on
        an
“occurrence” basis and not on a “claims made” basis, shall be endorsed to
        provide that it is primary to and not contributory to any policies carried
        by
        Landlord, shall contain a severability of interests clause, shall provide
        that
        it shall not be cancelable or reduced without at least 30 days prior written
        notice to Landlord and shall be issued in form reasonably satisfactory to
        Landlord.  The insurer shall be a responsible insurance carrier which
        is authorized to issue such insurance and licensed to do business in the
        state
        in which the Premises is located and which has at all times during the Term
        a
        rating of no less than A VII in the most current edition
        of Best's Insurance Reports.  Tenant shall deliver to Landlord on or
        before the Commencement Date, and at least 10 days prior to the date of each
        policy renewal thereafter, a certificate of insurance evidencing such coverage
        and the waiver of subrogation described below.

       

      (c)    Landlord
        and
        Tenant each waive, and release each other from and against, all claims for
        recovery against the other for any loss or damage to the property of such
        party
        arising out of fire or other casualty coverable by a standard “Causes of Special
        Loss” property insurance policy with, in the case of Tenant, such endorsements
        and additional coverages as are considered good business practice in Tenant's
        business, even if such loss or damage shall be brought about by the fault
        or
        negligence of the other party or its Agents.  This waiver and release
        is effective regardless of whether the releasing party actually maintains
        the
        insurance described above in this Subsection and is not limited to the amount
        of
        insurance actually carried, or to the actual proceeds received after a
        loss.  Each party shall have its insurance company that issues its
        property coverage waive any rights of subrogation, and shall have the insurance
        company include an endorsement acknowledging this waiver, if
        necessary.  Subject to Section 8(e) below, Tenant assumes all risk of
        damage of Tenant's property within the Premises, including any loss or damage
        caused by water leakage, fire, windstorm, explosion, theft, act of any other
        tenant, or other cause.

       

      (d)    Subject
        to
        Subsection 8(c) above, and except to the extent caused by the negligence
        or
        willful misconduct of Landlord or its Agents, Tenant will indemnify, defend,
        and
        hold harmless Landlord and its Agents from and against any and all claims,
        actions, damages, liability and expense (including reasonable fees of attorneys,
        investigators and experts) which may be asserted against, imposed upon, or
        incurred by Landlord or its Agents and arising out of or in connection with
        loss
        of life, personal injury or damage to property in or about the Premises,
        or
        arising out of the occupancy or use of the Premises by Tenant or its Agents,
        or
        occasioned wholly or in part by any act or omission of Tenant or its Agents
        (including any construction undertaken by Tenant on the Premises), whether
        prior
        to, during or after the Term.  Tenant's obligations pursuant to this
        Subsection shall survive the expiration or termination of this
        Lease.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      (e)    Subject
        to
        Subsection 8(c) above, and except to the extent caused by the negligence
        or
        willful misconduct of Tenant or its Agents, Landlord will indemnify, defend,
        and
        hold harmless Tenant and its Agents from and against any and all claims,
        actions, damages, liability and expense (including reasonable fees of attorneys,
        investigators and experts) which may be asserted against, imposed upon, or
        incurred by Tenant or its Agents and arising out of or in connection with
        loss
        of life, personal injury or damage to property occurring in or about the
        Premises occasioned wholly or in part by any act or omission of Landlord
        or its
        Agents.  In case any action or proceeding is brought against Tenant
        and/or its Agents by reason of the foregoing, Landlord, at its expense, shall
        resist and defend such action or proceeding, or cause the same to be resisted
        and defended by counsel designated by the insurer whose policy covers such
        occurrence or by counsel designated by Landlord and reasonably approved by
        Tenant and its Agents.  Landlord's obligations pursuant to this
        Subsection shall survive the expiration or termination of this
        Lease.

       

      9.           Maintenance
        and Repairs.

       

      (a)    Landlord
        shall, throughout the Term, Maintain in a manner which shall at all times
        be
        consistent with first class industrial baking/office/warehouse/shipping
        facilities in major U.S. metropolitan areas: (i) the exterior walls, footings,
        foundations, structural steel columns and girders of the Building; (ii) the
        Building roof, (iii) all utility connections, systems and equipment up to
        the
        main utility rooms of the Building, (iv) the exterior finishes and windows
        of
        the Building, and (v) the parking areas, sidewalks and exterior landscaping
        on
        the Premises.  At Tenant’s request (and at Tenant’s expense), Landlord
        shall also be responsible for snow and ice removal from the parking areas
        and
        sidewalks on the Premises.  If Tenant becomes aware of any condition
        that is Landlord's responsibility to Maintain, Tenant shall promptly notify
        Landlord of the condition.

       

      (b)    Tenant
        shall,
        throughout the Term, Maintain the interior of the Building and all of the
        Building Systems (including the HVAC and fire suppression systems serving
        the
        Premises) in a manner which shall at all times be consistent with first class
        industrial bakery/office/warehouse/shipping facilities in major U.S.
        metropolitan areas.  Without limiting the generality of the foregoing,
        Tenant shall provide quality preventive Maintenance to all Building Systems
        (including the HVAC and fire suppression systems) and shall provide Landlord
        with written proof of such preventive Maintenance, in form and frequency
        reasonably acceptable to Landlord.

       

      (c)    Alterations,
        repairs and replacements to the Premises made necessary because of Tenant's
        Alterations or installations, any use or circumstances special or particular
        to
        Tenant, or any act or omission of Tenant or its Agents shall be made at the
        sole
        expense of Tenant.

       

      (d)    Tenant
        shall,
        at its sole cost and expense, obtain trash removal and janitorial services
        for
        the Premises.  Tenant shall store and dispose of all trash and food
        waste in a manner consistent with first class industrial
        bakery/office/warehouse/shipping facilities in major U.S. metropolitan
        areas.  Tenant shall Maintain and clearly label all disposal
        containers for all Hazardous Materials separate and apart from normal trash
        receptacles.  Without limiting the effect of Section 10(c) below, no
        trash that constitutes or contains any Hazardous Materials may be disposed
        of in
        trash receptacles located in that portion of the Premises used for food
        preparation or general office use.  Any and all contractors engaged by
        Tenant to remove and dispose of trash comprising Hazardous Materials shall
        be
        bonded and licensed in accordance with applicable Laws, and a copy of each
        such
        contractor's licenses and bond shall be provided by Tenant to Landlord (i)
        on or
        before the Commencement Date with respect to the initial contractors hired
        by
        Tenant, and (ii) promptly upon Tenant engaging any subsequent
        contractors.

       

      
        
          
          

        

        
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      10.           Compliance.

       

      (a)    Subject
        to
        Landlord’s obligation to perform the Landlord’s Work in accordance with the
        terms of Exhibit “D” of this Lease, Tenant will, at its
        expense, promptly comply with all Laws now or subsequently pertaining to
        Tenant’s use or occupancy of the Premises, as well as with the Building
        Rules.  Tenant will pay any taxes or other charges by any authority on
        Tenant's property or trade fixtures or relating to Tenant's use of the
        Premises.  If Tenant or its Agents shall use the Premises in any
        manner that under any Law would require Landlord to make any Alteration to
        or in
        the Building or any other part of the Premises, Tenant shall be solely
        responsible for the cost thereof, except as otherwise expressly set forth
        in
        this Section 10.  Landlord shall be responsible, at Landlord's sole
        cost and expense, for making sure that the Landlord Work complies with the
        ADA
        and any other Laws regarding accessibility as of the Commencement Date, and
        shall be responsible to make structural alterations to the Building required
        by
        changes in Laws that are unrelated to Tenant’s particular use of the
        Premises.  Tenant shall be responsible for compliance with the ADA,
        and any other Laws (including those regarding accessibility), with respect
        to
        any of Tenant's Alterations, equipment, trade fixtures or its manner of use
        of
        the Premises.  Tenant shall not use or keep in the Building any matter
        having an offensive odor or permit the emission from the Premises of offensive
        or noxious odors, effluents, fumes, dust or ashes (and the parties hereby
        confirm that the odor of fresh baked goods does not constitute an offensive
        or
        noxious odor).  Any sidewalks, lobbies, passages, elevators and
        stairways shall not be obstructed or used by Tenant for any purpose (including,
        without limitation, exterior storage) other than ingress and egress from
        and to
        the Premises.  Except as set forth in Section 11, nothing shall be
        placed by Tenant on the outside of the Building or on its window sills or
        projections.

       

      (b)    Tenant
        agrees
        not to do anything or fail to do anything that will prevent Landlord from
        procuring insurance policies (including public liability) from companies
        and in
        a form reasonably satisfactory to Landlord.  Tenant shall comply with
        all rules and operational standards of Landlord’s insurer governing the Premises
        and Tenant’s operations therein, which rules and standards shall be provided by
        Landlord to Tenant.  If Tenant's acts or omissions result in an
        increase in the cost of Landlord's insurance, Tenant shall pay the amount
        of
        such increase as Additional Rent within thirty (30) days after being
        billed.

       

      (c)    In
        addition
        to the provisions of Subsection 10(a) above with respect to Hazardous Materials,
        Tenant shall comply, at its sole expense, with all Laws including, but not
        limited to, Environmental Laws, all manufacturers' instructions and all
        requirements of insurers relating to the treatment, production, storage,
        handling, transfer, processing, transporting, use, disposal and release of
        Hazardous Materials (the “Restricted
        Activities”).  Tenant shall deliver to Landlord copies of all
        Material Safety Data Sheets or other written information prepared by
        manufacturers, importers or suppliers of any chemical and all notices, filings,
        permits and any other written communications from or to Tenant and any entity
        regulating any Restricted Activities.  Tenant will protect, indemnify
        and hold harmless Landlord and its Agents from and against any and all claims,
        actions, damages, liability and expense (including reasonable fees of attorneys,
        investigators and experts) incurred by reason of Tenant's failure to fully
        comply with all applicable Laws (including, but not limited to, Environmental
        Laws), all manufacturers' instructions and all requirements of insurers relating
        to Restricted Activities to the extent applicable to Tenant, or the release,
        presence, handling, use or disposition of Hazardous Materials in or from
        the
        Premises by Tenant or its Agents.  The parties hereby confirm that, on
        or before the execution of this Lease, Landlord has delivered to Tenant copies
        of the environmental report listed on Exhibit “H” (the
“Environmental Report”).  Landlord hereby represents
        and warrants to Tenant that, as of the Effective Date, Landlord has no actual
        knowledge of any violation of Environmental Laws at the Premises, except
        as
        disclosed by the Environmental Reports (including any instruments identified
        within the Environmental Report).  As used in this Section 10(c),
        Landlord’s “actual knowledge” shall mean the actual knowledge on the Effective
        Date, without investigation, of any of the following officers of Landlord:
        John
        S. Gattuso, Senior Vice President, Brian Cohen, Director of Navy Yard
        Development and Marketing, or Brian Berson, Project
        Director.  Landlord agrees to use commercially reasonable efforts to
        pursue available legal and equitable remedies against known third parties
        that
        cause a release of Hazardous Materials onto the Premises in violation of
        Environmental Laws.

       

      
        
          
          

        

        
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      11.    Signs.  Tenant
        shall not place any signs on the Premises without the prior consent of Landlord,
        other than signs that are located wholly within the interior of the Premises
        and
        not visible from the exterior of the Premises.  Tenant shall Maintain
        all signs installed by Tenant in good condition. Tenant shall remove its
        signs
        at the termination of this Lease, shall repair any resulting damage, and
        shall
        restore the Premises to its condition existing prior to the installation
        of
        Tenant’s signs.  The parties agree to work together collaboratively to
        design signage that is mutually acceptable to the parties.  Initial
        concept drawings of potential signage are attached hereto as Exhibit
“I” and are provided to facilitate the parties’ discussions respecting
        signage.  Landlord consents to the signage concepts set forth on
Exhibit “I”, subject to the development of acceptable technical
        specifications regarding materials, lighting, installation and other matters,
        which will be developed by Landlord and subject to the reasonable approval
        of
        Tenant.

       

      12.    Alterations.

       

      (a)    Tenant
        may
        install its trade fixtures and equipment in the Premises (including signage
        in
        accordance with Section 11), provided that the installation and removal of
        them
        will not affect any structural portion of the Building, nor impair the
        operation, Maintenance or efficiency of the Building Systems (including HVAC
        and
        fire suppression systems) serving the Building.  At the expiration or
        termination of this Lease, Tenant shall remove all of such trade fixtures
        and
        equipment, shall repair any resulting damage and shall restore the Premises
        substantially to its condition existing prior to such installation, normal
        wear
        and tear and casualty damages or other conditions that Tenant is not required
        to
        remedy under this Lease excepted.  If Tenant fails to remove any such
        installation in accordance with this Lease, the installation shall, at
        Landlord's election, remain on the Premises and become the property of Landlord
        without payment by Landlord.

       

      
        
          
          

        

        
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      (b)    Without
        the
        need for Landlord's prior consent, Tenant may make Alterations in the Premises
        to the extent that such Alterations do not (i) affect the structure of the
        Building or any Building System (other than Alterations to the electrical
        system
        serving the Building to the extent such Alterations are made “down stream” from
        the applicable electrical panel), (ii) except with respect to signs installed
        in
        accordance with Section 11, affect the exterior appearance of the Building,
        (iii) reduce the value of the Building or Premises, (iv) penetrate the floor
        of
        the Building or any paved surface of the Premises, (v) do not exceed $250,000.00
        in the aggregate, and (vi) do not impair the operation, Maintenance or
        efficiency of the Building Systems (including HVAC and fire suppression systems)
        serving the Building.  Except as provided above in this Subsection
        12(b), Tenant shall not make or permit any other Alterations in or to the
        Premises without first obtaining Landlord's written consent, which consent
        shall
        not be unreasonably withheld, conditioned or delayed.  With respect to
        any Alterations made by or on behalf of Tenant (A) not less than ten (10)
        Business Days prior to commencing any Alteration, Tenant shall deliver to
        Landlord the plans, specifications and necessary permits for the Alteration,
        together with certificates evidencing that Tenant's contractors and
        subcontractors have adequate insurance coverage naming Landlord and Landlord's
        Agents as additional insureds, (B) Tenant shall obtain Landlord's prior written
        approval of any contractor or subcontractor who is to perform work on the
        Premises, which approval shall not be unreasonably withheld, conditioned
        or
        delayed, (C) the Alteration shall be constructed with new materials, in a
        good
        and workmanlike manner, and in compliance with all Laws and the plans and
        specifications delivered to, and, if required above, approved by Landlord,
        (D)
        Tenant shall reimburse Landlord for any reasonable out-of-pocket expenses
        incurred by Landlord in connection with any review of Tenant's plans and
        specifications by architects, engineers or other professional consultants
        retained by Landlord to the extent necessary in light of the Alterations
        which
        Tenant desires to make, and (E) upon Landlord's reasonable request, Tenant
        shall, prior to commencing any Alteration, provide Landlord with evidence
        of
        Tenant's ability to pay for the Alterations.  If Landlord does not
        respond to any written request made by Tenant to Landlord in accordance with
        this Section 12(b) within five (5) business days after such request is received
        by Landlord, Landlord shall be deemed to have approved the
        request.  Any Alteration by Tenant shall be the property of Tenant
        until the expiration or termination of this Lease.  Subject to Section
        21, upon the expiration or termination of this Lease, the Alteration shall
        remain on the Premises and become the property of Landlord without payment
        by
        Landlord, except that Tenant shall remove any personal property in the Premises
        that is not affixed to and made a part of the Premises and such other
        Alterations as Landlord may designate.  At Tenant’s request from time
        to time (including prior to the construction of any Alterations if Tenant
        provides Landlord with adequate plans and specifications), Landlord shall
        identify for Tenant which Alterations Landlord shall require Tenant to remove
        at
        the end of the Term of this Lease.

       

      (c)    Tenant
        agrees
        to fully cooperate with Landlord and cause each of Tenant’s contractors and
        design professionals to similarly cooperate so that any Alterations will
        be
        performed and completed in as smooth and harmonious a manner as is possible
        with
        labor compatible with other labor utilized at the Navy Yard.

       

      
        
          
          

        

        
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      13.    Mechanics'
        Liens.  Tenant
        shall promptly pay for any properly performed labor, services, materials,
        supplies or equipment furnished to Tenant in or about the
        Premises.  Tenant shall keep the Premises free from any liens arising
        out of any labor, services, materials, supplies or equipment furnished or
        alleged to have been furnished to Tenant; provided, however, that Tenant
        shall
        have the right to contest the validity or amount of any such
        lien.  Tenant shall take all steps permitted by law in order to avoid
        the imposition of any such lien, including causing Tenant's contractor to
        be
        bonded and, to the extent feasible, requiring all subcontractors,
        sub-subcontractors, suppliers and materialmen to file with the Prothonotary
        of
        Philadelphia County appropriate waivers of lien prior to the commencement
        of any
        work or the delivery of any materials to the Premises.  Should any
        such lien or notice of such lien be filed against the Premises, Tenant shall
        bond against or discharge the same within sixty (60) days after Tenant has
        notice that the lien or claim is filed regardless of the validity of such
        lien
        or claim.

       

      14.    Landlord's
        Right of Entry  Tenant
        shall permit Landlord and its Agents to enter the Premises at reasonable
        times
        following not less than 24 hours' prior notice (except in an emergency, when
        only such notice as is reasonable under the circumstances shall be required),
        provided that Landlord and its Agents comply with such procedures as may
        be
        established from time to time by Tenant for visitors to the Premises including,
        without limitation, that any such visitor be accompanied by a representative
        of
        Tenant at all times, to inspect the Premises, to the extent reasonably necessary
        for Landlord (i) to perform its Maintenance obligations, (ii) to exhibit
        the
        Premises for the purpose of sale or financing, and, (ii) during the last
        eighteen (18) months of the Term, to exhibit the Premises to any prospective
        tenant.  Landlord will use commercially reasonable efforts to minimize
        any inconvenience to Tenant in exercising such rights.

       

      15.    Damage
        by Fire or Other
        Casualty.

       

      (a)    If
        the
        Premises or the Building or any part thereof is so damaged by fire or other
        casualty, cause or condition (an “Occurrence”) whatsoever,
        Tenant shall promptly notify Landlord.  If the Occurrence causes the
        Premise or the Building to be substantially untenantable and, despite Landlord
        having maintained the insurance required by this Lease, there are insufficient
        insurance proceeds available to complete the restoration of the Premises,
        Landlord may, by written notice to Tenant given within ninety (90) days after
        such damage, terminate this Lease as of the date of the damage.

       

      (b)    If,
        as a
        result of fire or other casualty, cause or condition whatsoever the Premises
        are
        made partially or wholly untenantable, Tenant shall have the right to terminate
        this Lease within ninety (90) days after the Occurrence unless Landlord's
        contractor estimates in writing that the Premises can reasonably be expected
        to
        be restored within eighteen (18) months after the Occurrence to substantially the same
        condition in
        which they were immediately prior to such damage or destruction, but not
        including the repair, restoration or replacement of the fixtures, equipment,
        or
        Alterations installed by or for Tenant.  If neither Landlord
        nor Tenant terminates this Lease pursuant this Section 15, Landlord shall
        proceed promptly and with due diligence to restore the Premises in a good
        and
        workmanlike manner to substantially the condition that existed immediately
        prior
        to the casualty, but not including the repair, restoration or replacement
        of the
        fixtures, equipment or Alterations installed by or on behalf of
        Tenant.  Landlord will coordinate reasonably with Tenant to develop
        any necessary plans and specifications for the restoration of that part of
        the
        Building that would constitute Tenant Improvement Work under Exhibit
“D” of this Lease.  If (i) Landlord does not terminate this
        Lease pursuant to Subsection 15(a), (ii) Tenant does not terminate this Lease
        pursuant to Subsection 15(b), and (iii) Landlord fails, within eighteen (18)
        months after the parties confirm in writing that the Lease is not to be
        terminated pursuant to the foregoing provisions of this Section 10, to
        substantially restore the Premises, then Tenant may terminate this Lease
        by
        giving written notice to Landlord within thirty (30) days after the expiration
        of such eighteen (18) month period, unless Landlord is then pursuing such
        restoration with reasonable diligence (having due regard for reasonable delay
        caused by adjustment of insurance loss, strikes, labor difficulties or any
        cause
        beyond Landlord's reasonable control).  For the purposes of this
        Lease, the Premises shall be considered tenantable so long as and to the
        extent
        that the Premises are occupied.  In any event, Tenant shall be
        responsible for the removal, or restoration, when applicable, of all its
        damaged
        property and debris from
        the Premises, upon request by Landlord or reimburse Landlord for the cost
        of
        removal.  Tenant's obligation to pay Minimum Annual Rent and any other
        amounts under this Lease shall abate to the extent the Premises are rendered
        untenantable as a result of the casualty.  Further, if a
        casualty occurs during the last two (2) years of the Term, either Landlord
        or
        Tenant may terminate this Lease upon written notice to the other party given
        within thirty (30) days after the date of the casualty.

       

      
        
          
          

        

        
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      16.    Condemnation.  If
        (a) all of the Premises are Taken, (b) any part of the Premises is Taken
        and the
        remainder is insufficient for the reasonable operation of Tenant's business,
        or
        (c) any of the Premises is Taken, and, in Landlord's opinion, it would be
        impractical or the condemnation proceeds are insufficient to restore the
        remainder, then this Lease shall terminate as of the date the condemning
        authority takes possession.  If this Lease is not terminated pursuant
        to this Section, Landlord shall restore the Building to a condition as near
        as
        reasonably possible to the condition prior to the Taking, the Minimum Annual
        Rent shall be abated equitably according to the rental value of the Premises
        before and after the date upon which the condemning authority took possession
        and/or the date Landlord completes the restoration, and this Lease shall
        be
        amended appropriately to reflect the deletion of the space Taken.  The
        compensation awarded for a Taking shall belong to Landlord, and Tenant hereby
        assigns all claims against the condemning authority to Landlord other than
        those
        that may be separately claimed and awarded by law to Tenant without diminution
        in the value or amount of Landlord's claims.

       

      17.    Quiet
        Enjoyment. 
        Landlord covenants that Tenant, upon performing all of its covenants, agreements
        and conditions of this Lease, shall have quiet and peaceful possession of
        the
        Premises as against anyone claiming by or through Landlord, subject, however,
        to
        the terms of this Lease, subject to existing deed restrictions and easements
        of
        record, as set forth in the title report for the Premises attached hereto
        as
Exhibit “K” and such other matters as may be placed of record
        by Landlord in accordance with this Lease.

       

      18.    Assignment
        and Subletting.

       

      (a)    Tenant
        shall
        not assign this Lease or sublet all or any part of the Premises (a
“Transfer”) without the prior written consent of Landlord,
        which consent shall not be unreasonably withheld, conditioned or
        delayed.  Without limitation, Tenant agrees that Landlord’s consent
        shall not be considered unreasonably withheld if (i) the proposed transferee
        is
        an existing tenant of Landlord or an Affiliate of Landlord, (ii) the business,
        business reputation or creditworthiness of the proposed transferee is
        unacceptable to Landlord in Landlord’s reasonable judgment, (iii) except with
        respect to a proposed transferee that Tenant presents to Landlord and with
        whom
        Landlord has had no prior dealings with respect to property in the Mid-Atlantic
        region and to whom Tenant is offering its space for not less than the lesser
        of
        (A) the then-current Rent, or (B) the rent for other industrial space marketed
        by Landlord or its Affiliate in the Mid-Atlantic region, Landlord or an
        Affiliate of Landlord has comparable space available for lease by the proposed
        transferee, or (iv) Tenant is in default under this Lease or any act or omission
        has occurred which would constitute a default with the giving of notice and/or
        the passage of time.  A consent to one Transfer shall not be deemed to
        be a consent to any subsequent Transfer.  Notwithstanding any
        assignment or subletting and except as otherwise provided below, Tenant shall
        remain fully liable on this Lease and shall not be released from performing
        any
        of the terms, covenants and conditions hereof.  Landlord’s acceptance
        of Rent from any person shall not be deemed to be a waiver by Landlord of
        any
        provision of this Lease or to be a consent to any Transfer.  Any
        Transfer not in conformity with this Section 18 shall be void at the option
        of
        Landlord.

       

      
        
          
          

        

        
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      (b)    Upon
        any
        Transfer, Tenant shall pay to Landlord, immediately upon receipt, the excess
        of
        (i) all compensation received by Tenant for the Transfer, over (ii) the Rent
        allocable to the Premises transferred, less reasonable out of pocket costs
        incurred by Tenant to effectuate such Transfer, including reasonable legal
        fees,
        advertising expenses, leasing commissions and similar costs.  No
        Transfer shall relieve Tenant from its obligations under the Improvements
        Agreement unless otherwise agreed in writing by Landlord and its Affiliate,
        Liberty Property Limited Partnership.

       

      (c)    Notwithstanding
        the
        provisions of Subsection 18(a), Landlord agrees that no consent shall be
        required for a Transfer by Tenant to any Affiliate of Tenant, provided
        that:

       

      (i)    Tenant
        shall
        remain fully liable on this Lease and shall not be released from performing
        any
        of the terms, covenants and conditions hereof;

       

      (ii)           The
        Affiliate has shareholder equity (or its equivalent) at least equal to the
        shareholder equity of Tenant on the date immediately preceding the
        Transfer;

       

      (iii)          The
        Affiliate uses the Premises in accordance with all applicable laws, codes
        and
        ordinances (including Environmental Laws) and in accordance with the
        Use;

       

      (iv)          Tenant
        provides Landlord notice of the Transfer at least thirty (30) days prior
        to the
        effective date of the transfer, together with current financial statements
        of
        the Affiliate certified by an executive officer of the Affiliate;

       

      (v)    Tenant
        delivers to Landlord an assumption agreement reasonably acceptable to Landlord
        executed by Tenant and the Affiliate, together with a certificate of insurance
        evidencing the Affiliate’s compliance with the insurance requirements of Tenant
        under this Lease; and

       

      
        
          
          

        

        
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      (vi)    If
        directed
        by Landlord, the Affiliate assumes all of Tenant’s obligations under the
        Improvements Agreement and/or issues a new LC in favor of Landlord that complies
        with the terms of this Lease.

       

      (d)    Landlord
        agrees that it shall not, without Tenant’s prior consent (which may be withheld
        at Tenant’s sole discretion) convey the Premises or assign its interest under
        this Lease, other than to an Affiliate of Landlord, or to a joint venture
        of
        which Landlord or its Affiliate is the general partner, managing member or
        manager (pursuant to a joint venture agreement or separate management agreement)
        for a period of five (5) years from the Commencement Date.

       

      19.    Subordination;
        Mortgagee's Rights.

       

      (a)    This
        Lease
        shall be subordinate to any Mortgage now or in the future affecting the
        Premises, provided that Tenant's right of possession of the Premises shall
        not
        be disturbed by the Mortgagee so long as Tenant is not in default under this
        Lease, such subordination being subject to and conditioned upon Landlord's
        providing Tenant with a Subordination, Non-disturbance and Attornment Agreement
        from any such Mortgagee in recordable form and in a form reasonably acceptable
        to Landlord, Tenant and such Mortgagee.  Although the subordination is
        self-operative, within ten (10) days after written request, Tenant shall
        execute
        and deliver any further instruments confirming the subordination of this
        Lease
        and any further instruments of attornment that the Mortgagee may reasonably
        request.  However, any Mortgagee may at any time subordinate its
        Mortgage to this Lease, without Tenant's consent, by giving notice to Tenant,
        and this Lease shall then be deemed prior to such Mortgage without regard
        to
        their respective dates of execution and delivery; provided that such
        subordination shall not affect any Mortgagee's rights with respect to
        condemnation awards, casualty insurance proceeds, intervening liens or any
        right
        which shall arise between the recording of such Mortgage and the execution
        of
        this Lease.

       

      (b)    Unless
        otherwise agreed by Landlord, Tenant and the Mortgagee, no Mortgagee shall
        be
        (i) liable for any previous act or omission of a prior landlord, (ii) subject
        to
        any rental offsets or defenses against a prior landlord, (iii) bound by any
        amendment of this Lease made without its written consent, or (iv) bound by
        payment of Monthly Rent more than one month in advance or liable for any
        other
        funds paid by Tenant to Landlord unless such funds actually have been
        transferred to the Mortgagee by Landlord.

       

      20.    Estoppel
        Certificates; Tenant’s Financial Information.  Within
        ten (10) Business Days after Landlord's written request from time to time
        in
        connection with a sale, financing or other transaction involving the Premises,
        Tenant shall execute, acknowledge and deliver to Landlord, for the benefit
        of
        Landlord, Landlord's Mortgagee, any prospective Mortgagee, and any prospective
        purchaser of Landlord's interest in the Premises, an estoppel certificate
        in the
        form of attached Exhibit “B” (or other form requested by
        Landlord), modified as necessary to accurately state the facts
        represented.  Tenant understands that the estoppel certificate may be
        relied upon by Landlord, Landlord's Mortgagee and any prospective Mortgagee
        or
        purchaser of Landlord's interest in the Premises, and their respective
        successors and assigns.  Within ten (10) days
        after
        Landlord's written request from time to time (but not more than twice during
        any
        twelve month period), Tenant shall furnish to Landlord, Landlord's Mortgagee,
        prospective Mortgagee and/or purchaser reasonably requested financial
        information (provided that so long as Tenant is a publicly traded company,
        publicly available financial information shall be deemed to satisfy this
        requirement).

       

      
        
          
          

        

        
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      21.    Surrender;
        Abandoned Property.

       

      (a)    On
        the date
        on which this Lease expires or terminates, Tenant shall return possession
        of the
        Premises to Landlord in good condition, except for ordinary wear and tear,
        and
        except for casualty damage or other conditions that Tenant is not required
        to
        remedy under this Lease.  Tenant shall give Landlord all keys, access
        cards and passes for the Premises and the Building and will inform Landlord
        of
        combinations of any locks or safes on the Premises.  If Tenant does
        not return possession of the Premises to Landlord in the condition required
        under this Lease, Tenant shall pay Landlord all resulting damages Landlord
        may
        suffer.

       

      (b)    Prior
        to the
        expiration or termination of this Lease, Tenant shall remove from the Premises
        any personal property (including Tenant’s equipment) not belonging to
        Landlord.  Any personal property not so removed shall be deemed
        abandoned, and Landlord, at Tenant's expense, may remove, store, sell or
        otherwise dispose of such property in such manner as Landlord may see fit
        and/or
        Landlord may retain such property as its property.  If any part
        thereof shall be sold, then Landlord may receive and retain the proceeds
        of sale
        and apply the same, at its option, against the expenses of the sale, the
        cost of
        moving and storage and any Rent.

       

      (c)    If
        Tenant
        remains in possession of the Premises after the expiration or termination
        of
        this Lease, Tenant's occupancy of the Premises shall be that of a tenancy
        at
        will.  Tenant's occupancy during any holdover period shall otherwise
        be subject to the provisions of this Lease (unless clearly inapplicable),
        except
        that the Monthly Rent shall be equal to 150% for the first 60 days of the
        holdover, and thereafter 200%, of the Monthly Rent payable for the last full
        month immediately preceding the holdover.  No holdover or payment by
        Tenant after the expiration or termination of this Lease shall operate to
        extend
        the Term or prevent Landlord from immediate recovery of possession of the
        Premises by summary proceedings or otherwise.  Any provision in this
        Lease to the contrary notwithstanding, any holdover by Tenant shall constitute
        a
        default on the part of Tenant under this Lease entitling Landlord to exercise,
        without obligation to provide Tenant any notice or cure period, all of the
        remedies available to Landlord in the event of a Tenant default, and Tenant
        shall be liable for all damages, including consequential damages, that Landlord
        suffers as a result of the holdover.

       

      (d)    Attached
        hereto as Exhibit “C”  is a preliminary list of those
        alterations, improvements, fixtures and equipment that Tenant shall be required
        to remove from the Premises on or before the expiration of the
        Term.  The parties acknowledge that the list set forth on
Exhibit “C” is based on plans and specifications for the
        Premises which are not yet fully developed.  Landlord shall have the
        right, from time to time by written notice to Tenant, to augment or modify
        such
        list based on newly developed features of the Premises as development
        progresses.

       

      22.    Defaults
        -
        Remedies.

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

      (a)    It
        shall be
        an Event of Default:

       

      (i)    If
        Tenant
        does not pay in full any and all Rent within five (5) business days after
        Landlord gives Tenant notice that such Rent was not paid when due, except
        as
        provided in Subsection 22(c) below;

       

      (ii)           If
        Tenant fails to observe and perform or otherwise breaches any other provision
        of
        this Lease, and, except as provided in Subsection 22(c)  below, Tenant
        fails to cure the default on or before the date that is ten (10) Business
        Days
        after Landlord gives Tenant notice of default; provided, however, if the
        default
        cannot reasonably be cured within ten (10) Business Days following Landlord's
        notice, Tenant shall be afforded additional reasonable time to cure the default
        (not to exceed an additional one hundred Eighty (180) days) if Tenant begins
        to
        cure the default within ten (10) Business Days following Landlord's notice
        and
        continues diligently in good faith to completely cure the default;

       

      (iii)          If
        Tenant becomes insolvent or bankrupt in any sense or makes a general assignment
        for the benefit of creditors or offers a settlement to creditors, or if a
        petition in bankruptcy or for reorganization or for an arrangement with
        creditors under any federal or state law is filed by or against Tenant, or
        a
        bill in equity or other proceeding for the appointment of a receiver for
        any of
        Tenant's assets is commenced, or if any of the real or personal property
        of
        Tenant shall be levied upon in connection with such insolvency or bankruptcy
        proceeding; provided that any proceeding brought by anyone other than Landlord
        or Tenant under any bankruptcy, insolvency, receivership or similar law shall
        not constitute an Event of Default until such proceeding has continued unstayed
        for more than 60 consecutive days.

       

      (iv)          If
        Tenant enters in to or permits a Transfer in violation of Section 18
        above.

       

      (v)           If
        any default occurs under the Improvements Agreement which is not cured within
        the time periods specified therein.

       

      (vi)          If,
        subject to the reductions permitted under Section 27, the LC is terminated
        or
        expires prior to the original Expiration Date of this Lease, or if Landlord
        receives notice from the issuing bank that the LC will expire or be terminated
        prior to the original Expiration Date of this Lease and Tenant does not cause
        the LC to be renewed or reissued within the earlier of (A) five (5) Business
        Days after Landlord’s written notice to Tenant, or (B) thirty (30) days prior to
        the effective date of such expiration or termination.

       

      (b)    If
        an Event
        of Default occurs, Landlord shall have the following rights and
        remedies:

       

      (i)    Landlord,
        without any obligation to do so, may elect to cure the default on behalf
        of
        Tenant, in which event Tenant shall reimburse Landlord upon demand for any
        sums
        paid or costs incurred by Landlord in curing the default (together with an
        administrative fee of 15% thereof), plus interest thereon at the Interest
        Rate
        from the respective dates of Landlord's incurring such costs, which sums
        and
        costs together with interest at the Interest Rate shall be deemed Additional
        Rent;

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

       

      (ii)    To
        enter and
        repossess the Premises and remove all persons and all or any property, in
        accordance with applicable Laws, without being liable for prosecution or
        damages, and Landlord may, at Landlord's option, make Alterations and repairs
        in
        order to relet the Premises and relet all or any part(s) of the Premises
        for
        Tenant's account.  Tenant agrees to pay to Landlord on demand any
        deficiency that may arise by reason of such reletting.  In the event
        of reletting without termination of this Lease, Landlord may at any time
        thereafter elect to terminate this Lease for such previous breach;

       

      (iii)    To
        accelerate
        the whole or any part of the Rent for the balance of the Term, and declare
        the
        same to be immediately due and payable;

       

      (iv)    To
        terminate
        this Lease and the Term without any right on the part of Tenant to save the
        forfeiture by payment of any sum due or by other performance of any condition,
        term or covenant broken.

       

      (v)    IN
        ADDITION TO THE RIGHTS AND REMEDIES PROVIDED ABOVE, IF AN EVENT OF DEFAULT
        OCCURS RELATING TO TENANT'S NON-PAYMENT OF THE RENT DUE HEREUNDER, TENANT
        HEREBY
        AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD OF THE COMMONWEALTH OF
        PENNSYLVANIA TO APPEAR FOR TENANT AND TO CONFESS JUDGMENT AGAINST TENANT,
        AND IN
        FAVOR OF LANDLORD, FOR ALL RENT DUE HEREUNDER PLUS COSTS AND AN ATTORNEY'S
        COLLECTION COMMISSION EQUAL TO THE GREATER OF 10% OF ALL RENT OR $1,000,
        FOR
        WHICH THIS LEASE OR A TRUE AND CORRECT COPY HEREOF SHALL BE GOOD AND SUFFICIENT
        WARRANT.  TENANT UNDERSTANDS THAT THE FOREGOING PERMITS LANDLORD TO
        ENTER A JUDGMENT AGAINST TENANT WITHOUT PRIOR NOTICE OR HEARING.  ONCE
        SUCH A JUDGMENT HAS BEEN ENTERED AGAINST TENANT, ONE OR MORE WRITS OF EXECUTION
        OR WRITS OF GARNISHMENT MAY BE ISSUED THEREON WITHOUT FURTHER NOTICE TO TENANT
        AND WITHOUT A HEARING, AND, PURSUANT TO SUCH WRITS, LANDLORD MAY CAUSE THE
        SHERIFF OF THE COUNTY IN WHICH ANY PROPERTY OF TENANT IS LOCATED TO SEIZE
        TENANT'S PROPERTY BY LEVY OR ATTACHMENT.  IF THE JUDGMENT AGAINST
        TENANT REMAINS UNPAID AFTER SUCH LEVY OR ATTACHMENT, LANDLORD CAN CAUSE SUCH
        PROPERTY TO BE SOLD BY THE SHERIFF EXECUTING THE WRITS, OR, IF SUCH PROPERTY
        CONSISTS OF A DEBT OWED TO TENANT BY ANOTHER ENTITY, LANDLORD CAN CAUSE SUCH
        DEBT TO BE PAID DIRECTLY TO LANDLORD IN AN AMOUNT UP TO BUT NOT TO EXCEED
        THE
        AMOUNT OF THE JUDGMENT OBTAINED BY LANDLORD AGAINST TENANT, PLUS THE COSTS
        OF
        THE EXECUTION.  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 OF THE RENT AND OTHER SUMS SHALL FALL DUE OR BE IN ARREARS, AND SUCH
        POWERS MAY BE EXERCISED AS WELL AFTER THE EXPIRATION OF THE INITIAL TERM
        OF THIS
        LEASE AND DURING ANY EXTENDED OR RENEWAL TERM OF THIS LEASE AND AFTER THE
        EXPIRATION OF ANY EXTENDED OR RENEWAL TERM OF THIS LEASE.

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

       

      (vi)    WHEN
        THIS LEASE AND THE TERM OR ANY EXTENSION THEREOF SHALL HAVE BEEN TERMINATED
        ON
        ACCOUNT OF ANY EVENT OF DEFAULT BY TENANT, OR WHEN THE TERM OR ANY EXTENSION
        THEREOF SHALL HAVE EXPIRED, TENANT HEREBY AUTHORIZES ANY ATTORNEY OF ANY
        COURT
        OF RECORD OF THE COMMONWEALTH OF PENNSYLVANIA TO APPEAR FOR TENANT AND FOR
        ANYONE CLAIMING BY, THROUGH OR UNDER TENANT AND TO CONFESS JUDGMENT AGAINST
        ALL
        SUCH PARTIES, AND IN FAVOR OF LANDLORD, IN EJECTMENT AND FOR THE RECOVERY
        OF
        POSSESSION OF THE PREMISES, FOR WHICH THIS LEASE OR A TRUE AND CORRECT COPY
        HEREOF SHALL BE GOOD AND SUFFICIENT WARRANT.   AFTER THE ENTRY OF
        ANY SUCH JUDGMENT A WRIT OF POSSESSION MAY BE ISSUED THEREON WITHOUT FURTHER
        NOTICE TO TENANT AND WITHOUT A HEARING.  IF FOR ANY REASON AFTER SUCH
        ACTION SHALL HAVE BEEN COMMENCED IT SHALL BE DETERMINED AND POSSESSION OF
        THE
        PREMISES REMAIN IN OR BE RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT
        FOR
        THE SAME EVENT OF DEFAULT AND UPON ANY SUBSEQUENT EVENT OF DEFAULT(S) OR
        UPON
        THE TERMINATION OF THIS LEASE OR TENANT'S RIGHT OF POSSESSION AS HEREIN SET
        FORTH, TO AGAIN CONFESS JUDGMENT AS HEREIN PROVIDED, FOR WHICH THIS LEASE
        OR A
        TRUE AND CORRECT COPY HEREOF SHALL BE GOOD AND SUFFICIENT
        WARRANT.

       

      (vii)    THE
        WARRANTS TO CONFESS JUDGMENT SET FORTH ABOVE SHALL CONTINUE IN FULL FORCE
        AND
        EFFECT AND BE UNAFFECTED BY AMENDMENTS TO THIS LEASE OR OTHER AGREEMENTS
        BETWEEN
        LANDLORD AND TENANT EVEN IF ANY SUCH AMENDMENTS OR OTHER AGREEMENTS INCREASE
        TENANT'S OBLIGATIONS OR EXPAND THE SIZE OF THE PREMISES.  TENANT
        WAIVES ANY PROCEDURAL ERRORS IN CONNECTION WITH THE ENTRY OF ANY SUCH JUDGMENT
        OR IN THE ISSUANCE OF ANY ONE OR MORE WRITS OF POSSESSION OR EXECUTION OR
        GARNISHMENT THEREON.

       

      (viii)    TENANT
        KNOWINGLY AND EXPRESSLY WAIVES (i) ANY RIGHT, INCLUDING, WITHOUT LIMITATION,
        UNDER ANY APPLICABLE STATUTE, WHICH TENANT MAY HAVE TO RECEIVE A NOTICE TO
        QUIT
        PRIOR TO LANDLORD COMMENCING AN ACTION FOR REPOSSESSION OF THE PREMISES AND
        (ii)
        ANY RIGHT WHICH TENANT MAY HAVE TO NOTICE AND TO HEARING PRIOR TO A LEVY
        UPON OR
        ATTACHMENT OF TENANT'S PROPERTY OR THEREAFTER.

       

      Initials
        on behalf of
        Tenant: ____________

       

      (c)    Any
        provision
        to the contrary in this Section 22 notwithstanding, (i) Landlord shall not
        be required to give Tenant the notice and opportunity to cure provided in
        Subsection 22(a) above more than twice in any consecutive 12-month period,
        and
        thereafter Landlord may declare an Event of Default without affording Tenant
        any
        of the notice and cure rights provided under this Lease, and (ii) Landlord
        shall
        not be required to give such notice prior to exercising its rights under
        Subsection 22(b) if Tenant fails to comply with the provisions of Sections
        13,
        18, 20 or 27, or in an emergency.  Notwithstanding the foregoing,
        Landlord shall provide Tenant with additional written notice at least thirty
        (30) days prior to exercising any confession of judgment against Tenant pursuant
        to Sections 22(b)(v) - 22(b)(viii); provided, however, that if Landlord elects
        to confess judgment for Rent and attorney fees pursuant to Section 22(b)(v)
        without first accelerating the Rent, thereby requiring multiple confessions
        of
        judgment as Rent accrues, a single notice of such election delivered to Tenant
        at least thirty (30) days prior to the first such exercise of the confession
        of
        judgment shall suffice, and no further notices shall be required for subsequent
        confessions of judgment for Rent and attorney fees.

       

      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

       

      (d)    No
        waiver by
        Landlord of any breach by Tenant shall be a waiver of any subsequent breach,
        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.  Efforts by Landlord to mitigate the damages caused
        by Tenant's default shall not constitute a waiver of Landlord's right to
        recover
        damages hereunder.  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, 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.  No payment by Tenant or receipt or acceptance by Landlord of
        a lesser amount than the total amount due Landlord under this Lease shall
        be
        deemed to be other than on account, nor shall any endorsement or statement
        on
        any check or payment 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 Rent due, or Landlord's right to pursue any other available
        remedy.

       

      (e)    (i)    Tenant
        shall
        pay upon demand all costs and expenses, including the reasonable fees and
        out-of-pocket expenses of counsel, agents and others retained by Landlord,
        incurred in enforcing Tenant's obligations hereunder or incurred by Landlord
        in
        any litigation, negotiation or transaction in which Tenant causes Landlord
        to
        become involved.  Landlord shall pay upon demand all costs and
        expenses, including the reasonable fees and out-of-pocket expenses of counsel,
        agents and others retained by Tenant, incurred in enforcing Landlord's
        obligations hereunder or incurred by Tenant in any litigation, negotiation
        or
        transaction in which Landlord causes Tenant to become
        involved.  Notwithstanding the foregoing, each of Landlord and Tenant
        shall pay the fees of its own counsel in negotiating this Lease and any
        amendment thereto or extension of the term thereof as well as any estoppel
        certificate or subordination, non-disturbance and attornment
        agreement.

       

      (ii)    If
        either party
        commences an action against the other party arising out of or in connection
        with
        this Lease, the prevailing party shall be entitled to have and recover from
        the
        losing party reasonable attorneys' fees, costs of suit, investigation expenses
        and discovery costs, including costs of appeal.

       

      (f)    TENANT
        HEREBY
        AGREES TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
        COMMONWEALTH OF PENNSYLVANIA, AND TENANT AGREES THAT ALL SERVICE OF PROCESS
        MAY
        BE MADE BY CERTIFIED MAIL DIRECTED TO TENANT, TO THE ATTENTION OF TENANT’S
        GENERAL COUNSEL, AT TENANT'S ADDRESS SET FORTH ABOVE, AND SERVICE SO MADE
        WILL
        BE DEEMED TO BE COMPLETED AS PROVIDED IN SECTION
26, PROVIDED THAT NOTHING CONTAINED HEREIN
        WILL PREVENT LANDLORD FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS AGAINST
        ANY SECURITY OR AGAINST TENANT INDIVIDUALLY, OR AGAINST ANY PROPERTY OF TENANT
        WITHIN ANY OTHER STATE OR NATION TO ENFORCE ANY AWARD OR JUDGMENT OBTAINED
        IN
        THE VENUE PROVIDED ABOVE.  TENANT WAIVES ANY OBJECTION TO VENUE AND
        ANY OBJECTION BASED ON A MORE CONVENIENT FORUM IN ANY ACTION INSTITUTED HEREIN,
        PURSUANT TO THE PROVISIONS HEREOF.

       

      
        
          
          

        

        
          -24-

          
            

          

        

        
          
          

        

      

       

      23.    Tenant's
        Authority.  Tenant
        represents and warrants to Landlord that if Tenant is a corporation, limited
        liability company, partnership or any other form of business association
        or
        entity:  (i) Tenant is duly formed, validly existing and in good
        standing under the laws of the state under which Tenant is organized, (ii)
        Tenant is qualified to do business in the state in which the Premises is
        located, (iii) Tenant has the power and authority to enter into this Lease,
        (iv)
        the person(s) signing on behalf of Tenant are authorized to do so, and (v)
        this
        Lease constitutes a valid and binding obligation of Tenant enforceable in
        accordance with its terms.  At the time this Lease is executed, Tenant
        shall provide Landlord with resolutions, a secretary’s certificate or other
        documentation acceptable to Landlord evidencing that Tenant has the power
        and
        authority to enter into this Lease and that the person(s) signing on behalf
        of
        Tenant have the authority to bind Tenant.

       

      24.    Liability
        of Landlord.  The
        word “Landlord” in this Lease includes the Landlord executing
        this Lease as well as its successors and (subject to Section 18(d) above)
        assigns, each of which shall have the same rights, remedies, powers, authorities
        and privileges as it would have had it originally signed this Lease as
        Landlord.  Any such person or entity, whether or not named in this
        Lease, shall have no liability under this Lease after it ceases to hold title
        to
        the Premises except for obligations already accrued (and, as to any unapplied
        portion of Tenant's Security Deposit, Landlord shall be relieved of all
        liability upon transfer of such portion to its successor in
        interest).  Tenant shall look solely to Landlord's successor in
        interest for the performance of the covenants and obligations of the Landlord
        hereunder which subsequently shall accrue.  Landlord shall not be
        deemed to be in default under this Lease unless Tenant gives Landlord written
        notice specifying the nature of the default and Landlord fails to cure the
        default within thirty (30) days following receipt of Tenant's written notice,
        provided, however, if the default cannot reasonably be cured within thirty
        (30)
        days following Tenant's notice, Landlord shall be afforded additional reasonable
        time to cure the default but only if Landlord begins to cure the default
        within
        thirty (30) days following Tenant's notice and continues diligently in good
        faith to completely cure the default as promptly as reasonably
        practicable.  If Landlord does not cure a default within the
        prescribed period, Tenant shall be entitled to cure the default on Landlord’s
        behalf, and Landlord shall thereafter reimburse Tenant for Tenant’s reasonable
        out of pocket costs incurred in curing such default.  Such
        reimbursement shall be paid by Landlord to Tenant within thirty (30) days
        following Tenant’s delivery to Landlord of a written request therefor
        accompanied by invoices and other documentation reasonably required by Landlord
        evidencing such out of pocket costs.  Tenant shall not be entitled to
        set off any amounts owed by Landlord against Rent due hereunder.  In
        no event shall Landlord be liable to Tenant for any loss of business or profits
        of Tenant or for consequential, punitive or special damages of any
        kind.  Neither Landlord nor any principal of Landlord nor any owner of
        the Premises, whether disclosed or undisclosed, shall have any personal
        liability with respect to any of the provisions of this Lease or the Premises;
        Tenant shall look solely to the equity of Landlord in the Premises (and the
        profits and proceeds resulting from any sale of the Premises) and any insurance
        proceeds or condemnation awards or payments in lieu thereof with respect
        to the
        Premises for the satisfaction of any claim by Tenant against
        Landlord.

       

      
        
          
          

        

        
          -25-

          
            

          

        

        
          
          

        

      

       

      25.    Miscellaneous.

       

      (a)    The
        captions
        in this Lease are for convenience only, and are not a part of this Lease
        and do
        not in any way define, limit, describe or amplify the terms of this
        Lease.

       

      (b)    This
        Lease,
        together with the Exhibits and Addenda attached hereto, and together with
        those
        certain indemnity agreements between Tenant and Landlord dated November 8,
        2006,
        March 6, 2007, April 12, 2007 and of even date herewith, represents the entire
        agreement between the parties hereto and there are no collateral or oral
        agreements, representations, warranties, conditions, promises or understandings
        between Landlord and Tenant with respect to the Premises.  No rights,
        easements or licenses are acquired in the Premises or any land adjacent to
        the
        Premises by Tenant by implication or otherwise except as expressly set forth
        in
        this Lease.  Without limiting the foregoing, this Lease does not grant
        any easement or rights for light, air and view and any diminution or blockage
        of
        light, air and view by any structure or condition now or later erected will
        not
        affect this Lease or impose any liability on Landlord, except the limitations
        on
        use of the Brig Site set forth in Section 29(c).  This Lease shall not
        be modified in any manner except by an instrument in writing executed by
        the
        parties.  The masculine (or neuter) pronoun and the singular number
        shall include the masculine, feminine and neuter genders and the singular
        and
        plural number.  The word “including” followed by any specific item(s)
        is deemed to refer to examples rather than to be words of
        limitation.  The word “person” includes a natural person, a
        partnership, a corporation, a limited liability company, an association and
        any
        other form of business association or entity.  Both parties having
        participated fully and equally in the negotiation and preparation of this
        Lease,
        this Lease shall not be more strictly construed, nor any ambiguities in this
        Lease resolved, against either Landlord or Tenant.

       

      (c)    Each
        covenant, agreement, obligation, term, condition or other provision contained
        in
        this Lease shall be deemed and construed as a separate and independent covenant
        of the party bound by, undertaking or making the same, not dependent on any
        other provision of this Lease unless otherwise expressly
        provided.  All of the terms and conditions set forth in this Lease
        shall apply throughout the Term unless otherwise expressly set forth
        herein.

       

      (d)    If
        any
        provisions of this Lease shall be declared unenforceable in any respect,
        such
        unenforceability shall not affect any other provision of this Lease, and
        each
        such provision shall be deemed to be modified, if possible, in such a manner
        as
        to render it enforceable and to preserve to the extent possible the intent
        of
        the parties as set forth herein.  This Lease shall be construed and
        enforced in accordance with the laws of Commonwealth of
        Pennsylvania.

       

      
        
          
          

        

        
          -26-

          
            

          

        

        
          
          

        

      

       

      (e)    Subject
        to
        Section 18(d), this Lease shall be binding upon and inure to the benefit
        of
        Landlord and its successors and assigns, and Tenant, and its permitted
        successors and assigns.

       

      (f)    Landlord
        shall not encumber the Premises with, or subject the Premises to, any
        restrictions, covenants, conditions or easements that would diminish the
        rights
        granted to Tenant, or increase the obligations of Tenant, under this
        Lease.  Notwithstanding the foregoing, Landlord shall be permitted to
        enter into such easements, covenants and restrictions with PAID and other
        owners
        of property in the Navy Yard as Landlord shall deem reasonably necessary
        for the
        operation of the Premises and other property in the Navy Yard, provided the
        foregoing do not unreasonably interfere with Tenant’s Use of the Premises or
        materially and adversely affect the appearance of the Premises.

       

      (g)    Tenant
        shall
        not record this Lease without Landlord’s prior written
        consent.  Following the satisfaction or waiver of all of the Lease
        contingencies set forth in Section 30, Tenant may record a memorandum of
        this
        Lease in form reasonably acceptable to Landlord.

       

      (h)    This
        Lease
        may be executed in any number of counterparts, each of which, taken together,
        shall constitute one and the same instrument.  Faxed or electronically
        delivered signatures shall be enforceable as original signatures against
        the
        party delivering such signature.

       

      (i)    Landlord
        represents and warrants to Tenant that this Lease has been duly authorized,
        executed and delivered by Landlord.  Landlord shall supply Tenant with
        a secretary’s certificate, resolutions or other documentation acceptable to
        Tenant that Landlord has the power and authority to enter into this Lease
        and
        that the persons signing on behalf of Landlord have the authority to bind
        Landlord.

       

      26.           Notices.  Any
        notice or other communication under this Lease shall be in writing and addressed
        to Landlord or Tenant at their respective addresses specified in Section
        1 above
        (or to such other address as either may designate by notice to the other)
        with a
        copy to any Mortgagee or other party designated by Landlord.  Each
        notice or other communication shall be deemed given if sent by prepaid overnight
        delivery service or by certified mail, return receipt requested, postage
        prepaid, with delivery in any case evidenced by a receipt, and shall be deemed
        received on the day of actual receipt by the intended recipient or on the
        Business Day delivery is refused.  The giving of notice by Landlord's
        or Tenant's attorneys, representatives and agents under this Section shall
        be
        deemed to be the acts of Landlord or Tenant, as applicable; however, the
        foregoing provisions governing the date on which a notice is deemed to have
        been
        received shall mean and refer to the date on which a party to this Lease,
        and
        not its counsel or other recipient to which a copy of the notice may be sent,
        is
        deemed to have received the notice.

       

      27.           Security
        Deposit.

       

      (a)    As
        additional
        security for the full and prompt performance by Tenant of the terms and
        covenants of this Lease, Tenant shall deliver to Landlord, within five (5)
        Business Days after the Effective Date, an irrevocable negotiable letter
        of
        credit (an “LC”), issued by a bank acceptable to Landlord,
        having a banking office in Philadelphia, Pennsylvania, in form and content
        reasonably acceptable to Landlord, for the benefit of Landlord, in the sum
        of
        Eight Million and 00/100 Dollars ($8,000,000.00) (the “Security
        Deposit”).  The LC shall provide that (provided the other
        conditions set forth therein for a draw upon the LC have been met): (i) from
        and
        after the Effective Date until December 31, 2007, Landlord may draw up to
        One
        Million Dollars ($1,000,000.00) against the LC, (ii) from and after January
        1,
        2008, until June 30, 2008, Landlord may draw up to Two Million Six Hundred
        Thousand Dollars ($2,600,000.00) against the LC, (iii) from and after July
        1,
        2008, until December 31, 2008, Landlord may draw up to Three Million Five
        Hundred Thousand Dollars ($3,500,000.00) against the LC, and (iv) from and
        after
        January 1, 2009, Landlord may draw up to Eight Million Dollars ($8,000,000.00)
        against the LC.  The provisions of the immediately preceding sentence
        are referred to herein as the “LC Draw Cap”.  Such LC
        shall have a term covering the entire Term of the Lease and shall expire
        not
        less than sixty (60) days after the expiration of the Term of the
        Lease.  The parties also acknowledge that the LC also secures Tenant’s
        performance under the Improvements Agreement.

       

      
        
          
          

        

        
          -27-

          
            

          

        

        
          
          

        

      

       

      (b)    Tenant
        shall
        not be entitled to reduce the face amount of the LC without Landlord’s prior
        consent in each instance.  Notwithstanding the foregoing, upon
        Tenant’s written request for a reduction of the face amount of the LC (which
        shall be required for each desired reduction) if, as of the effective date
        of
        the desired reduction (i) no Event of Default then exists, (ii) no condition
        then exists that, with the passage of time or the giving of notice, or both,
        would constitute an Event of Default, (iii) Landlord has not issued a notice
        of
        default, respecting a material default, to Tenant more than once in the
        preceding twenty four (24) month period, and (iv) Tenant has shareholder
        equity
        of not less than $48,000,000.00 (determined in accordance with the methodology
        used to underwrite Tenant’s creditworthiness at the commencement of the
        transactions contemplated under this Lease), then in such event Landlord’s
        consent shall not be unreasonably withheld, conditioned or delayed as to
        the
        reduction of the face amount of the LC to the amounts, and as of the dates,
        set
        forth in the amortization schedule below:

       

      
        
          	
                  LEASE
                    YEARS:

                	
                  FACE
                    AMOUNT OF LC:

                	 
	 	
                  1-16

                	
                  $

                	
                  8,000,000.00

                	 
	 	
                  17

                	
                  $

                	
                  5,500,000.00

                	 
	 	
                  18

                	
                  $

                	
                  5,163,000.00

                	 
	 	
                  19

                	
                  $

                	
                  4,790,000.00

                	 
	 	
                  20

                	
                  $

                	
                  4,378,000.00

                	 
	 	
                  21

                	
                  $

                	
                  3,924,000.00

                	 
	 	
                  22

                	
                  $

                	
                  3,421,000.00

                	 
	 	
                  23

                	
                  $

                	
                  2,866,000.00

                	 
	 	
                  24

                	
                  $

                	
                  2,252,000.00

                	 
	 	
                  25

                	
                  $

                	
                  1,575,000.00

                	 
	 	
                  26

                	
                  $

                	
                  826,000.00

                	 


        

      

       

      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

      


      (c)    Tenant's
        failure to keep the LC in place for the hereinabove agreed amounts during
        the
        entire Term of this Lease, and for at least sixty (60) days after the expiration
        of the Term of this Lease shall constitute an Event of Default under this
        Lease
        and Landlord shall be entitled, without notice, to present the LC for
        payment.  Landlord shall be entitled, without notice, to present the
        LC for payment (i) upon the occurrence and during the continuance of an Event
        of
        Default under this Lease (including any holdover), or (ii) if the term of
        the LC
        is to expire prior to the period specified above and Tenant does not cause
        the
        term to be extended, or a new LC issued (from an acceptable bank and in a
        form
        as specified above), at least thirty (30) days prior to such
        expiration.  In the event the LC is presented for payment, Landlord
        may apply the proceeds on account of the Event of Default to the cure of
        any
        Event of Default by Tenant under this Lease.  If the LC has been
        converted into a cash Security Deposit or has been drawn upon in connection
        with
        a default under the Improvements Agreement, Tenant shall, upon demand, restore
        any portion of the Security Deposit which may be applied by Landlord to the
        cure
        of any default by Tenant under this Lease or under the Improvements
        Agreement.  Notwithstanding the foregoing provisions of this
        Paragraph, to the extent that Landlord has not applied any portion of the
        Security Deposit on account of a default under this Lease or the Improvements
        Agreement, the remaining Security Deposit (after Tenant has made all payments
        to
        Landlord pursuant to the provisions of this Lease) shall be returned to Tenant
        promptly after the expiration of this Lease and the full performance of Tenant
        hereunder and under the Improvements Agreement.  Until returned to
        Tenant after the expiration of the Lease and the full performance of Tenant
        hereunder and under the Improvements Agreement (including, without limitation,
        any payment due by Tenant as a result of a reconciliation of Tenant's Additional
        Rent obligations), the Security Deposit shall remain the property of
        Landlord.

       

      (d)    Notwithstanding
        the
        foregoing, Tenant may initially satisfy the aforementioned requirement to
        deliver the LC by delivering to Landlord within five (5) Business Days after
        the
        Effective Date an LC in the face amount of One Million Dollars ($1,000,000.00)
        substantially in the form of Exhibit “M-1” attached hereto,
        issued by PNC Bank, N.A., naming Landlord as the beneficiary and containing
        other terms reasonably acceptable to Landlord (the “Interim
        LC”); provided that Tenant replaces the Interim LC on or before July
        30, 2007, with a new LC that complies with all of the terms of this Section
        27
        and is in the form of Exhibit “M-2” attached hereto (the
“Final LC”).

       

      28.    Brokers.  Tenant
        represents and warrants to Landlord that Broker is the only broker or finder
        that Tenant had any dealings, negotiations or consultations with relating
        to the
        Premises or this Lease and that no other broker or finder called the Premises
        to
        Tenant's attention for Lease or took any part in any dealings, negotiations
        or
        consultations relating to the Premises or this Lease.  Absent an
        express written agreement to the contrary with Landlord, neither Broker nor
        any
        other agent or broker retained by Tenant, whether retained at or before the
        Effective Date or at any time thereafter, shall be entitled to any commission
        upon any renewal or extension of this Lease or any expansion of the
        Premises.  Tenant agrees to indemnify, defend and hold harmless
        Landlord from and against all costs, fees (including, without limitation,
        reasonable attorney's fees), expenses, liabilities and claims incurred or
        suffered by Landlord arising from any breach by Tenant of Tenant's
        representation and warranty in this Section 28.  Landlord represents
        and warrants that it has not engaged or dealt with any broker in connection
        with
        this Lease other than the Broker and Landlord agrees to indemnify, defend
        and
        hold Tenant harmless from and against all costs, fees (including, without
        limitation, reasonable attorney's fees), expenses, liabilities and claims
        incurred or suffered by Tenant  arising from any breach by Landlord of
        Landlord’s representation and warranty in this Section 28.  Landlord
        shall be responsible for any and all commissions owing to the Broker in
        connection with this Lease, which arrangement shall be set forth in a separate
        written agreement between Landlord and Broker.

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      

       

      29.    Landlord’s
        Work; Tenant Finish Work; Brig Site.  

       

      (a)    The
        Landlord's Work shall be constructed by Landlord in accordance with the
        provisions of Exhibit “D” attached hereto and made a part
        hereof.  On the Effective Date, Landlord shall cause Liberty Property
        Limited Partnership to execute a completion guaranty for the Landlord's Work
        in
        the form of Exhibit “J” attached hereto.

       

      (b)    The
        Tenant
        Finish Work shall be constructed by Tenant and shall also be governed by
        the
        provisions of Exhibit “D” attached hereto and made a part
        hereof.  Landlord and Tenant agree that the Tenant Finish Work
        (including without limitation erection, construction and/or alteration) is
        a
        permissive improvement requested by and for the immediate use and benefit
        of
        Tenant, not Landlord, irrespective of legal ownership of the completed
        work.

       

      (c)    Prior
        to the
        Commencement Date, Landlord shall cause (i) the existing buildings located
        on
        the portion of the Navy Yard known as Girard Point and containing the former
        U.S. Navy brig (the “Brig Site”) to be razed, and (ii) the Brig
        Site to be graded and improvements thereon executed in a manner adequate
        to
        prevent material adverse impact to the Premises from storm water runoff from
        the
        Brig Site.  So long as the Brig Site is owned by Landlord or its
        Affiliate, Landlord shall cause the owner thereof to (A) lease the Brig Site
        only to lawful users thereof, (B) make commercially reasonable efforts to
        cause
        improvements on the Brig Site not to materially hinder natural light to the
        Premises and to prevent the emission from the Brig Site of offensive or noxious
        odors, effluents, fumes, dust or ashes in a manner that adversely impacts
        on
        Tenant’s use and enjoyment of the Premises, and (C) not permit any manufacturer
        of pre-packaged sweet snack cakes to display signage at the Brig Site, other
        than suite entry signage.

       

      (d)    Landlord
        shall make all commercially reasonable effort to cause the completion of
        certain
        improvements to 26th Street between Penrose Avenue and Langley Avenue prior
        to
        the Commencement Date.  Preliminary design documents and graphical
        concept drawings for such work are attached hereto as Exhibit
“G”.

       

      
        
          
          

        

        
          -30-

          
            

          

        

        
          
          

        

      

       

      (e)    The
        parties
        acknowledge that Landlord intends to seek certain funding from the Pennsylvania
        Department of Transportation under its Capital Budget Rail Freight Assistance
        (“CBRFA”) program and under its Rail Freight Assistance
        (“RFA”) program in connection with certain railroad
        improvements that will benefit the Premises.  The CBRFA program
        requires that Landlord provide matching funds equal to thirty (30%) of the
        CBRFA
        funds.  Landlord had previously budgeted $500,000.00 for this
        purpose.  Because of recent modifications to the design and location
        of the Building on the Land, it is possible (although as yet unconfirmed)
        that
        the matching funds required to be contributed by Landlord may be less than
        $500,000.00.  In the event that the matching funds required to be
        contributed by Landlord are less than $500,000.00, then the savings obtained
        by
        Landlord shall result in a reduction in the Minimum Annual Rent for each
        Lease
        Year equal to eight and one-quarter cents ($0.0825) for each dollar of
        savings.

       

      30.    Lease
        Contingencies.  

       

      (a)    Landlord
        has
        advised Tenant that, as of the Effective Date, the Land is owned by the
        Philadelphia Authority for Industrial Development (“PAID”) and
        that Landlord anticipates entering into a Sales and Development Agreement
        with
        PAID (the “Agreement of Sale”) which shall set forth, among
        other things, (i) PAID’s agreement to sell, and Landlord's agreement to
        purchase, the Land, (ii) PAID’s agreement to sell, and Landlord’s agreement to
        purchase, the Brig Site, and (iii) the agreement by PAID and Landlord to
        enter
        into a reciprocal easement agreement to provide for, among other things,
        access
        rights for Landlord and Tenant to and from the Land and the Brig Site across
        the
        Navy Yard and portions thereof, utility services across adjacent lands of
        the
        City of Philadelphia and the payment of common area maintenance by Landlord
        for
        such access and utility rights.  Accordingly, Landlord may terminate
        this Lease if the Agreement of Sale is not fully executed by PAID and Landlord
        on or before the date that is sixty (60) days after the Effective
        Date.

       

      (b)    Landlord
        may
        terminate this Lease if Tenant shall not have delivered the Interim LC to
        Landlord, as contemplated in Section 27, within five (5) Business Days after
        the
        Effective Date.

       

      (c)    Landlord
        may
        terminate this Lease if Tenant shall not have delivered the Final LC to
        Landlord, as contemplated in Section 27, on or before July 30,
        2007.

       

      (d)    Landlord
        may
        terminate this Lease if, on or before the date that is thirty (30) days after
        the Effective Date, Landlord (or Landlord’s Affiliate) and Tenant have not
        entered into a lease for approximately 35,000 square feet of office space
        in an
        office building to be constructed by an Affiliate of Landlord in the Navy
        Yard
        and commonly known as Three Crescent Drive;

       

      (e)    Landlord
        may
        terminate this Lease if any of the following do not occur on or before June
        30,
        2007:

       

      (i)    PAID
        or the
        Philadelphia Industrial Development Corporation (“PIDC”) shall
        have received an “Invitation to Apply” (or other evidence reasonably
        satisfactory to Landlord) for not less than $4,000,000.00 (consisting of
        $2,000,000 from the Governor’s office and $2,000,000 from the State caucuses)
        toward the Project under the Pennsylvania  Redevelopment Assistance
        Capital Program or equivalent funding acceptable to Landlord (collectively
        “RACP”);

       

      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

       

      (ii)    The
        Project
        shall have received all approvals of the City Council of Philadelphia (including
        the passage of any applicable city ordinance) and the board of directors
        of PAID
        required to obtain the RACP grant;

       

      (iii)           PAID
        or PIDC shall have received memoranda from each of the four Commonwealth
        of
        Pennsylvania caucuses (House Democratic Caucus, House Republican Caucus,
        Senate
        Democratic Caucus and Senate Republican Caucus) committing the caucuses to
        fund
        an aggregate of not less than $2,000,000.00 toward the RACP grant;

       

      (iv)           PAID
        or PIDC shall have received an executed grant agreement from the Commonwealth
        of
        Pennsylvania (or other evidence reasonably satisfactory to Landlord) committing
        the Commonwealth to fund not less than $2,400,000.00 toward the Project under
        the Industrial Sites Reuse Program and or the Growing Greener II
        Program;

       

      (v)    PAID
        or PIDC
        shall have received an executed award letter from the United States Economic
        Development Administration (“USEDA”) (or other evidence
        reasonably satisfactory to Landlord) committing such administration to fund
        not
        less than $1,500,000.00 toward the Project under the USEDA grant
        program;

       

      (vi)    PAID
        or its
        designee shall have received an award letter from the Commonwealth of
        Pennsylvania (or other evidence reasonably satisfactory to Landlord) committing
        the Commonwealth to fund not less than $1,500,000.00 in the aggregate under
        the
        CBRFA and the RFA;

       

      (vii)    PAID
        shall
        have confirmed to Landlord in writing that Landlord shall not be required
        to
        construct additional rail improvements to service any site other than the
        Premises;

       

      (viii)   PAID
        shall have
        granted Landlord all easements within the Navy Yard necessary for Landlord
        to
        construct and allow rail service to the Premises, including the right to
        use the
        existing rail and rail rights of way within the Navy Yard (including without
        limitation the 26th Street rail crossing); and

       

      (ix)    All
        other
        conditions to Landlord’s acquisition of the Land and the Brig Site under the
        Agreement of Sale (other than subdivision and zoning approval and other matters
        described in the Agreement of Sale which, by their nature, can not be, and
        were
        not anticipated to be, satisfied by June 30, 2007) shall have been satisfied
        or
        waived by PAID.

       

      (f)    Landlord
        or
        Tenant may terminate this Lease if any of the following do not occur by June
        30,
        2007:

       

      
        
          
          

        

        
          -32-

          
            

          

        

        
          
          

        

      

       

      (i)    Tenant
        shall
        have obtained a fully executed commitment letter from the Commonwealth of
        Pennsylvania committing the Commonwealth to fund not less than $10,000,000.00
        to
        Tenant in the aggregate under the Commonwealth’s Machinery and Equipment Loan
        Fund program;

       

      (ii)    Tenant
        shall
        have obtained a fully executed commitment letter from PIDC committing PIDC
        to
        provide not less than $12,000,000.00 of loan financing to Tenant;

       

      (iii)           Tenant
        shall have received an award letter from the Commonwealth of Pennsylvania
        (or
        other evidence reasonably acceptable to Landlord and Tenant) committing the
        Commonwealth to fund not less than $600,000.00 to Tenant under the
        Commonwealth’s Opportunity Grant Program; and

       

      (iv)           Tenant,
        Tenant’s lenders and PAID shall have entered into an intercreditor agreement
        acceptable to the parties thereto, unless the requirement for such agreement
        is
        waived by PAID.

       

      (g)    Landlord
        or
        Tenant may terminate this Lease if, by July 30, 2007, Tenant shall not have
        closed on a credit facility with Citizens Bank of not less than
        $100,000,000.00.  Furthermore, if Tenant shall reasonably believe from
        and after June 30, 2007 and prior to July 30, 2007 that the aforementioned
        credit facility is unlikely to close, Tenant may terminate this
        Lease.

       

      (h)    Landlord
        shall use all commercially reasonable efforts to cause the conditions in
        Sections 30(a), 30(d) and 30(e) to be satisfied.  Tenant shall use all
        commercially reasonable efforts to cause the conditions in Sections 30(b),
        30(c), 30(d), 30(f) and 30(g) to be satisfied, and shall use all commercially
        reasonable efforts to satisfy all conditions to closing set forth in the
        commitment letters and other instruments referenced in Section
        30(f).  If any of the funding conditions described in Sections 30(e)
        and/or 30(f) are not satisfied by June 30, 2007, then subject to the approval
        of
        PAID, Tenant may (but shall not be obligated to) satisfy such condition by
        either (i) delivering (or causing to be delivered) to Landlord or Tenant,
        as the
        case maybe, funds, or evidence of alternative funding sources reasonably
        acceptable to Landlord, Tenant and PAID, in an amount equal to the funds
        contemplated by the unsatisfied conditions, or (ii) providing corresponding
        changes in the scope of the Landlord’s Work that result in a reduction in the
        Hard Costs and Soft Costs of Landlord’s Work equal to the funds contemplated by
        the unsatisfied conditions.  If either Landlord or Tenant elects to
        Terminate this Lease in accordance with the terms of this Section 30, the
        party
        electing to so terminate shall deliver written notice thereof to the other
        party
        within ten (10) Business Days after the expiration of the date upon which
        the
        condition in question was to have been satisfied (as set forth
        above).  The failure to deliver such notice of termination within the
        time period specified shall constitute a waiver of the right to so
        terminate.  Following a termination of this Lease pursuant to this
        Section 30, the parties shall have no further liability or obligation to
        the
        other except for any liabilities or obligations that are expressly provided
        herein to survive such termination, including without limitation Section
        30(i)
        below.

       

      (i)    Notwithstanding
        the
        foregoing, if this Lease is terminated pursuant to this Section 30, Tenant
        hereby indemnifies Landlord against, and shall reimburse Landlord for (i)
        all
        Hard Costs and Soft Costs of the Landlord’s Work incurred by Landlord through
        the date of the termination, (ii) all Hard Costs and Soft Costs of any work
        which has commenced at, or (to the extent relating to the Landlord’s Work) in
        the vicinity of, the Premises and which is required to be completed after
        the
        date of the termination by requirement of PAID, any regulatory body, or other
        law, code or ordinance, including without limitation the demolition of the
        existing improvements on the Premises.  All sums payable by Tenant to
        Landlord pursuant to this Section 30(i) shall be paid by Tenant to Landlord
        within ten (10) days after the termination of this Lease.  For the
        avoidance of doubt, the parties hereby confirm that (A) as of the Effective
        Date, Landlord has incurred Hard Cost and Soft Costs of Landlord’s Work of
        $518,620.00 (which includes Landlord’s obligation to reimburse PAID for amounts
        owed by PAID to PECO), and (B) it is contemplated that between the Effective
        Date and June 30, 2007, Landlord will incur additional Hard Costs and Soft
        Costs
        of Landlord’s Work of approximately $2,600,000.00 (for an aggregate total as of
        June 30, 2007 of approximately $3,118,620) and that substantial additional
        cost
        will be incurred between June 30, 2007 and July 30, 2007.  The parties
        further confirm that the dollar amounts set forth in clause (B) above are
        estimates only and do not include additional costs that may be incurred to
        complete work that has been commenced and must be completed despite the
        termination of the Lease, as contemplated in clause (ii) above or costs to
        be
        incurred after June 30, 2007.  Failure of Tenant to promptly reimburse
        Landlord in accordance with this Section 30(i) shall, in addition to all
        other
        remedies available hereunder, at law or in equity, entitle Landlord to draw
        the
        amount owed against the LC, subject to the LC Draw Cap.  If Landlord
        receives reimbursements, rebates or discounts from governmental authorities
        or
        other sources for amounts payable or previously paid by Tenant under this
        indemnity, such funds shall be deducted from the amount due under this indemnity
        or promptly reimbursed to Tenant.  This Section 30(i) shall survive
        any termination of the Lease.

       

      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      

       

      31.    Keystone
        Opportunity Zone Provisions.  The
        parties acknowledge that the Premises is located within a Keystone Opportunity
        Improvement Zone, and Tenant hereby covenants to comply with the requirements
        governing the use and occupancy of property located within a Keystone
        Opportunity Improvement Zone under applicable provisions of Pennsylvania
        law
        during the entire Term of this Lease and agrees that such compliance shall
        be
        the sole responsibility of Tenant and that Landlord shall have no responsibility
        or liability therefor.  To the extent that certain filings with
        applicable authorities in connection with the Keystone Opportunity Improvement
        Zone are required by law to be made by Landlord and not Tenant, Landlord
        agrees
        to timely make such filings.

       

      32.    Expansion
        Right.

       

      (a)    Provided
        that
        Tenant is not then in default of this Lease and an Event of Default has not
        occurred within the twelve (12) months prior to Tenant’s exercise of this
        expansion right, Tenant shall have the right, at Tenant’s sole cost and expense,
        to expand the Building in a manner consistent with the expansion premises
        depicted on Exhibit “D-6”.  If Tenant desires to
        expand the Building, Tenant shall notify Landlord thereof in writing, and
        Landlord and Tenant shall meet to discuss the expansion and the possibility
        of
        Landlord’s involvement therein.  Landlord shall have the right, but
        not the obligation, to construct the expansion, to manage or otherwise oversee
        such construction, and/or to provide financing to Tenant for such construction,
        all on terms mutually acceptable to the parties.  If Landlord declines
        to provide any of the services described in the preceding sentence, Tenant
        shall
        be free to engage its own professionals and arrange its own financing, subject
        to Subparagraph (b) below, with respect to the services that Landlord has
        declined to provide.

       

      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

      

       

      (b)    The
        design
        and construction of the expansion shall be subject to Landlord’s approval and
        shall be undertaken in accordance with the provisions of Exhibit
“D” relating to the Tenant Finish Work, including the methods
        for the
        development and approval of final construction documents and the selection
        of
        contractors, architects and other professionals.  The expansion shall
        be constructed with new materials, in a good and workmanlike manner, and
        in
        compliance with all Laws and the plans and specifications delivered to and
        approved by Landlord.  To the extent the proposed expansion (i) has
        the same footprint as identified on Exhibit “D-2”, (ii) has the
        same floor plan as identified on Exhibit “D-6” (iii) has
        similar bay sizing, interior clear height and exterior cladding as the original
        Building, (iv) includes an acceptable (as determined by Landlord) number
        of 9
        foot by 10 foot knock-out panels, (v) has the same structural characteristics
        as
        the primary Building, and (vi) provides for footings along the western wall
        capable of supporting 4 foot high dock loading, Landlord’s approval shall
        not be unreasonably withheld, conditioned or delay.  Tenant shall
        reimburse Landlord for any reasonable out-of-pocket expenses incurred by
        Landlord in connection with any review of Tenant's plans and specifications
        by
        architects, engineers or other professional consultants retained by
        Landlord.  Tenant shall, prior to commencing any expansion, provide
        Landlord with evidence reasonably satisfactory to Landlord of Tenant's ability
        to pay for the expansion.  The landscaping, core and shell portions of
        the improvements constructed as part of the expansion shall, once completed,
        be
        treated as part of the Base Building Work and shall belong to
        Landlord.  The remaining portions of such improvements, once
        completed, shall be treated as part of the Tenant Improvements and shall
        belong
        to Tenant for the Term of this Lease.  Unless otherwise agreed in
        writing by the parties (as, for example, where Landlord agrees to provide
        financing to Tenant for the expansion or agrees to undertake the construction
        of
        the expansion) there shall be no increase in the Minimum Annual Rent resulting
        from Tenant’s expansion of the Building.  Landlord and Tenant agree
        that the expansion work (including without limitation erection, construction
        and/or alteration), if Tenant exercises its expansion right, is a permissive
        improvement requested by and for the immediate use and benefit of Tenant,
        not
        Landlord, irrespective of legal ownership of the completed work.

       

      (c)    The
        expansion
        right set forth in this Section 32 is personal to Tasty Baking Company and
        shall
        not survive any Transfer of all or any part of Tasty Baking Company’s interest
        in this Lease except to an Affiliate of Tasty Baking Company, and upon any
        such
        non-Affiliate Transfer this expansion right shall become void.

       

      33.    Right
        of
        First Offer to Purchase.

       

      (a)    If
        at any
        time during the Term of this Lease, except as set forth in subsections (b)
        and
        (c) below, Landlord desires to sell the Premises, Landlord agrees to notify
        Tenant in writing of such desire and the price (the “ROFO
        Price”) and other terms at which Landlord so desires to sell the
        Premises.  Tenant shall advise Landlord within 30 days after receiving
        such notice if Tenant is interested in purchasing the Premises for the ROFO
        Price and such other terms.  If Tenant fails to respond within such
        time period and/or if Tenant responds that Tenant is not interested in
        purchasing the Premises, then Tenant shall have no further right hereunder
        to
        purchase the Premises under the terms set forth in Landlord’s
        notice.  However, if Tenant notifies Landlord within such time period
        that Tenant is interested in purchasing the Premises at the ROFO Price and
        upon
        such other terms, then Landlord and Tenant shall have 30 days following
        Landlord’s receipt of such notice from Tenant within which to negotiate and
        execute a mutually satisfactory agreement for the sale of the Premises to
        Tenant.

       

      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      

       

      (i)    In
        the event
        that Landlord and Tenant fail to enter into an agreement of sale and purchase
        within such 30 days, then Tenant shall have no further right hereunder to
        purchase the Premises with respect to such offer, subject to the balance
        of this
        paragraph.  Thereafter, Landlord may negotiate with any third party
        for the sale and purchase of the Premises; provided, however, that Landlord
        will
        not finally enter into an agreement of sale with any third party for a purchase
        price that is less than 95% of the ROFO Price (or, if the Premises is to
        be sold
        as part of a portfolio or package transaction that includes one or more other
        properties owned by Landlord or its Affiliates, for a purchase price that
        is
        less than 90% of the ROFO Price), or on terms materially less favorable to
        Landlord than those offered to Tenant with the ROFO Price, unless Landlord
        first
        allows Tenant 5 Business Days within which to agree to purchase the Premises
        at
        such lesser price or more favorable terms.  If Tenant notifies
        Landlord of its desire to purchase the Premises at such lesser price within
        such
        5 business day period, the procedure for the negotiation of a mutually
        acceptable agreement of sale and purchase set forth in Subsection (a) above
        shall begin again.

       

      (ii)    If
        Landlord
        and Tenant enter into an agreement of sale and purchase but transfer of the
        Premises to Tenant is not consummated for any reason other than Landlord’s
        default under such agreement of sale and purchase, then Tenant shall have
        no
        further right hereunder to purchase the Premises and this Section 33 shall
        be
        void.

       

      (b)    Tenant’s
        right of first offer set forth above shall not apply to (i) any transfer
        of the
        Premises in mortgage foreclosure, by deed in lieu of foreclosure or as part
        of a
        settlement with the mortgagee, (ii) a Taking or transfer by deed in lieu
        of
        Taking, (iii) any transfer of the Premises to an Affiliate of Landlord, (iv)
        any
        transfer of the Premises to a joint venture in which Landlord or its Affiliate
        holds a material interest and for which Landlord or its Affiliate serves
        as
        general partner, managing member or developer (pursuant to the terms of the
        joint venture agreement or a separate management or development agreement),
        or
        (v) a transfer in connection with a sale of all or substantially all of
        Landlord’s assets.  In the case of any of the circumstances described
        in clauses (i)-(v) of the immediately preceding sentence, Tenant shall have
        no
        rights relating to the purchase of the Premises.  Except as otherwise
        set forth herein, Tenant’s right of first offer shall survive the conveyance of
        the Premises by Landlord, unless such conveyance is made after foreclosure
        (including by deed in lieu of foreclosure) or a Taking (including a deed
        in lieu
        of Taking).

       

      (c)    Landlord
        shall have no obligation to notify Tenant of Landlord’s intention to sell and
        Tenant shall have no right to purchase the Premises (or any portion thereof)
        at
        any time during which Tenant is in default under any of the provisions of
        this
        Lease beyond any applicable notice and cure period.  The right of
        first offer set forth in this Section 32 shall terminate automatically if
        at any
        time during the Term, including without limitation at any time after Landlord
        and Tenant enter into an agreement of sale and purchase for the Premises,
        an
        Event of Default under Section 22(a)(i) occurs two (2) times in any twelve
        (12)
        month period; in which event this Section 32 shall be deemed null and void
        and
        of no further force or effect.  In addition, Tenant’s right of first
        offer shall terminate automatically if Tenant Transfers this Lease (as described
        in Section 18) to any party other than to an Affiliate of Tasty Baking Company,
        or if the Premises is wholly or partially destroyed by casualty or taken
        by a
        condemnation or otherwise for any public purpose or quasi-public
        use.

       

      
        
          
          

        

        
          -36-

          
            

          

        

        
          
          

        

         

      

      (d)    From
        the time
        of Tenant's exercise of its right to purchase the Premises as aforesaid until
        the closing of the conveyance of the Premises to Tenant, Tenant and Landlord
        shall continue to enjoy and be bound by all of their respective rights and
        obligations under this Lease, including the obligation of Tenant to pay Rent
        as
        required herein through the date of such conveyance.

       

      34.    Leasehold
        Mortgagees.

       

      (a)    Tenant
        shall
        have the right to mortgage this Lease, subject, however, to the limitations
        of
        this Section 34.  Any such leasehold mortgage (a “Leasehold
        Mortgage”) shall be subject and subordinate to the rights of Landlord
        under this Lease and any mortgage or other encumbrance now or hereafter
        encumbering the Building or Landlord's interest in the Building, and shall
        be
        subject to the mutual execution of an intercreditor agreement between such
        Leasehold Mortgagee and the holder of the senior mortgage upon Landlord's
        fee
        estate from time to time.  The form of Leasehold Mortgage shall be
        subject to Landlord's prior written approval, which shall not be unreasonably
        withheld, conditioned or delayed.  Tenant shall provide Landlord with
        any proposed Leasehold Mortgage no less than thirty (30) days before the
        date
        upon which Tenant intends to grant such Leasehold Mortgage.

       

      (b)    No
        holder of
        a Leasehold Mortgage (a “Leasehold Mortgagee”) shall have the
        rights or benefits mentioned in this Section 34, nor shall the provisions
        of
        this Section be binding upon Landlord, unless and until the name and address
        of
        the Leasehold Mortgagee shall have been delivered to Landlord in accordance
        with
        Section 26 of this Lease, notwithstanding any other form of notice, actual
        or
        constructive.

       

      (c)    If
        Tenant
        shall mortgage this Lease in compliance with the provisions of this Section
        30,
        then the following provisions shall apply until the earlier of (x) the
        satisfaction of the Leasehold Mortgage of record, (y) Landlord's receipt
        of
        notice from Tenant or Leasehold Mortgagee that Tenant has satisfied the terms
        of
        the Leasehold Mortgage, or (z) the termination of this Lease:

       

      (i)    Landlord,
        upon serving upon Tenant any notice of default pursuant to this Lease, shall
        also serve a copy of such notice upon the Leasehold Mortgagee, at the address
        provided to Landlord in accordance with this Section.

       

      (ii)    If
        Tenant
        fails to comply with the terms and conditions of this Lease, Leasehold Mortgagee
        shall have the right to remedy such failures, or cause the same to be remedied,
        within a reasonable period of time (not to exceed thirty (30) days beyond
        Tenant’s original cure period) if Tenant has failed to remedy such failure
        within the time period granted to Tenant under this Lease, and Landlord shall
        accept such performance by or at the instance of such Leasehold Mortgagee
        as if
        the same had been made by Tenant.  No termination of this Lease shall
        be binding on any Leasehold Mortgagee unless effected in compliance with
        the
        terms and conditions of the Leasehold Mortgage.

       

      
        
          
          

        

        
          -37-

          
            

          

        

        
          
          

        

      

       

      (iii)    Any
        notice or
        other communication which Landlord shall desire or is required to give to
        or
        serve upon the Leasehold Mortgagee shall be in writing and shall be served
        by
        registered mail, or by a nationally recognized overnight courier service
        with
        guaranteed next business day delivery, addressed to such Leasehold Mortgagee
        at
        the address provided to Landlord in accordance with this Section 34, or at
        such
        other address as shall be designated by such Leasehold Mortgagee by notice
        in
        writing given to Landlord in accordance with Section 26 of this
        Lease.  Notices shall be deemed to have been given upon the earlier of
        actual receipt or three (3) business days after posting in the United States
        mail or one (1) business day after deposit with a nationally recognized
        overnight courier service.  Any notice or other communication which
        the Leasehold Mortgagee shall desire or is required to give to or serve upon
        Landlord shall be delivered in accordance with Section 26 of this
        Lease.

       

      (iv)    Anything
        herein contained to the contrary notwithstanding, the provisions of this
        Section
        34(c) shall inure only to the benefit of the Leasehold
        Mortgagee.  Tenant shall not grant more than one Leasehold Mortgage at
        one time.

       

      (d)    Within
        ten
        (10) days after the satisfaction of the Leasehold Mortgage, Tenant shall
        notify
        Landlord of such satisfaction and Tenant shall cause a release of such Leasehold
        Mortgage to be recorded in the appropriate recorder's office.  Tenant
        shall deliver a copy of any such release to Landlord promptly after
        recording.  At least ten (10) days prior to the Expiration Date, or,
        if the Lease is terminated prior to the Expiration Date, within two (2) business
        days after the termination of this Lease, Tenant shall cause a release of
        the
        Leasehold Mortgage to be recorded in the appropriate recorder’s
        office.  This Section 34(d) shall survive the expiration or earlier
        termination of this Lease.

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the
        respective date(s) set forth below.

       

      
        
          	 	 	
                  Landlord: 

                
	 	 	 
	 	 	
                  LIBERTY
                    PROPERTY/SYNTERRA 

                
	 	 	
                  LIMITED
                    PARTNERSHIP 

                
	 	 	 	 
	 	 	
                  By:

                	
                  Liberty
                    Property Philadelphia Navy Yard

                
	 	 	 	
                  Limited
                    Partnership, its General Partner

                
	 	 	 	
                  By:  
                    Liberty Property Philadelphia Navy Yard

                
	 	 	 	
                  Corporation,
                    its General Partner

                
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                  Date
                    signed:

                	 	 	 
	 	 	
                  By:

                	 	
                
	 	 	
                  Name:

                	
                  John
                    S. Gattuso

                
	 	 	
                  Title:

                	
                  Senior
                    Vice President

                
	 	 	 	 
	
                  Date
                    signed:

                	 	 	 
	 	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 	 
	 	 	
                  Title:

                	 	 
	 	 	 	 
	 	 	
                  Tenant: 

                
	 	 	 
	 	 	
                  TASTY
                    BAKING COMPANY 

                
	
                  Date
                    signed:

                	 	 	 
	 	 	
                  By:

                	 	 
	 	 	
                  Name:

                	 	 
	 	 	
                  Title:

                	 	 


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

                                                                        

       

      Addendum
        1 to Lease Agreement

       

      (Single
        Tenant Industrial)

       

      DEFINITIONS

       

      “ADA”
        means the Americans With Disabilities Act of 1990 (42 U.S.C. § 1201 et
        seq.), as amended and supplemented from time to time.

       

      “Additional
        Rent” means all amounts payable by Tenant under this Lease, except for Minimum
        Annual Rent.

       

      “Affiliate”
        means (i) any entity Controlling, Controlled by, or under common Control
        with, the party in question, (ii) any successor to such party by merger,
        consolidation or reorganization, and (iii) any purchaser of all or
        substantially all of the assets of such party as a going concern.

       

      “Agents”
        of a party means such party's employees, agents, representatives, contractors,
        licensees or invitees.

       

      “Alteration”
        means any addition, alteration or improvement to the Premises.

       

      “Brig
        Site” means the approximately 15 acre parcel of land to the north of and
        adjacent to the Land.

       

      “Building
        Rules” means the rules and regulations attached to this Lease as
Exhibit “F” as they may be amended from time to
        time.

       

      “Building
        Systems” means any electrical, mechanical, structural, plumbing, HVAC,
        sprinkler, life safety or security system serving the Building.

       

      “Business
        Day” means any day that is not a Saturday, Sunday or Holiday.

       

      "Control",
        and derivations thereof, with respect to any Person, means possession, directly
        or indirectly, of the power to direct or cause the direction of the management
        and policies of such Person, whether by ownership, by contract, or
        otherwise.

       

      “Environmental
        Laws” means all present or future federal, state or local laws, ordinances,
        rules or regulations (including the rules and regulations of the federal
        Environmental Protection Agency and comparable state agency) relating to
        pollution, to the protection of the environment, or to the environmental
        condition of the Premises.

       

      “Event
        of
        Default” means a default described in Section 22(a) of this Lease.

       

      “Hard
        Costs” means all out-of-pocket costs incurred for the physical construction of
        the work in question, including (without limitation), the cost of demolition,
        debris removal, clearing, grading, curbing, fill, labor, materials, equipment
        and supplies.

       

      
        
          
          

        

        
          M-2-1

          
            

          

        

        
          
          

        

      

       

      “Hazardous
        Materials” means pollutants, chemicals, petroleum products, contaminants, toxic
        or hazardous wastes or other materials or radioactive matter the removal
        of
        which is required or the use of which is regulated, restricted, prohibited
        or
        penalized by any Environmental Law.

       

      “Holidays”
        means the days observed as holidays by the United States government, the
        Commonwealth of Pennsylvania or the City of Philadelphia, as well as days
        declared as holidays in any union contract affecting the operation of the
        Building.

       

      “HVAC”
        means heating, ventilating and/or air conditioning.

       

      “Improvements
        Agreement” means that that certain Improvements Agreement of even date herewith,
        whereby Landlord agrees to provide certain funds to Tenant to be applied
        toward
        the cost of the Tenant Improvement Work and whereby Tenant agrees to repay
        such
        funds pursuant to the terms set forth therein.

       

      “Interest
        Rate” means the rate of interest per annum from time to time published in The
        Wall Street Journal (or comparable financial publication designated by Landlord
        if The Wall Street Journal ceases to be published or ceases to publish a
        prime
        rate) as the “High Prime Rate”, or the “Prime Rate” if only one “Prime Rate” is
        published, as the same may fluctuate from time to time, plus 4%, compounded
        annually.

       

      “Landlord’s
        Work” means the Base Building Work and the Tenant Improvement Work as described
        in Exhibit “D”.

       

      “Laws”
        means all laws, ordinances, rules, orders, regulations and other requirements
        of
        federal, state or local governmental authorities now or subsequently pertaining
        to the Premises or the use and occupation of the Premises, including, without
        limitation, all Environmental Laws, zoning ordinances, subdivision and building
        codes (including any variances lawfully granted thereunder) and the Americans
        with Disabilities Act and the regulations promulgated thereunder, and the
        requirements of any insurance carrier providing insurance coverage with respect
        to the Premises.

       

      “Lease
        Year” means each consecutive twelve (12) month period during the Term of this
        Lease commencing on the Commencement Date; provided that if the Commencement
        Date occurs on any day other than the first day of a calendar month, then
        each
        Lease Year shall mean each consecutive twelve (12) month period during the
        Term
        of this Lease commencing on the first day of the first calendar month occurring
        immediately after the Commencement Date, and the first Lease Year shall include
        the partial month from the Commencement Date to the last day of the calendar
        month in which the Commencement Date occurs.

       

      “Maintain”
        means to provide Maintenance.

       

      “Maintenance”
        means such maintenance, repair and, to the extent necessary and appropriate,
        replacement, as may be needed to keep the Premises in good condition and
        repair.

       

      “Monthly
        Rent” means the monthly installment of Minimum Annual Rent plus the monthly
        installment of estimated Annual Operating Expenses payable by Tenant from
        time
        to time under this Lease.

       

      
        
          
          

        

        
          M-2-2

          
            

          

        

        
          
          

        

      

       

      “Mortgage”
        means any mortgage, deed of trust or other lien or encumbrance on Landlord's
        interest in the Premises or any portion thereof, including without limitation
        any ground or master Lease if Landlord's interest is or becomes a leasehold
        estate.

       

      “Mortgagee”
        means the holder of any Mortgage, including any ground or master lessor if
        Landlord's interest is or becomes a leasehold estate.

       

      “Navy
        Yard” means the land in Philadelphia, Pennsylvania, that previously comprised
        the Philadelphia Naval Shipyard and thereafter was conveyed by the U.S.
        Department of the Navy to the Philadelphia Authority for Industrial
        Development.

       

      “Operating
        Expenses” means (i) the reasonable costs (subject to clause (v) below), charges
        and expenses incurred by Landlord in connection with the performance by Landlord
        of its obligations under Subsection 9(a) of this Lease, (ii) the cost of
        insurance carried by Landlord pursuant to Section 8 of this Lease together
        with
        the cost of any deductible paid by Landlord in connection with an insured
        loss,
        (iii) the costs of alterations and improvements made to the Premises pursuant
        to
        requirements of Laws which are not capital in nature, (iv) to the extent
        not
        payable directly by Tenant pursuant to Section 6(c), all levies, taxes
        (including real estate taxes, school district taxes, sales taxes, gross receipt
        taxes and the gross receipts portion of any Business Privilege Tax or similar
        tax assessed by the City of Philadelphia, subject to abatement as described
        in
        the Lease), assessments, liens, license and permit fees, together with the
        reasonable cost of contesting any of the foregoing, which are applicable
        to the
        Term, and which are imposed by any authority or under any Law, or pursuant
        to
        any recorded covenants or agreements, upon or with respect to the Premises,
        or
        any improvements thereto, or directly upon this Lease or the Rent or upon
        amounts payable by any subtenants or other occupants of the Premises, or
        against
        Landlord because of Landlord's estate or interest in the Premises, it being
        understood that, if the Premises is subject to a real estate tax abatement
        program and such program ceases to benefit the Premises during the Term,
        the
        real estate and school district taxes will increase, (v) the annual amortization
        (over their estimated economic useful life or payback period, whichever is
        shorter) of the costs (including reasonable financing charges) of capital
        improvements or replacements, (vi) a tenant service charge, and (vii) a
        management fee not to exceed 3.5% of the Minimum Annual Rent.  The
        foregoing notwithstanding, Operating Expenses will not include: (a) depreciation
        on the Building, (b) financing and refinancing costs (except as provided
        above),
        interest on debt or amortization payments on any mortgage, or rental under
        any
        ground or underlying lease, (c) leasing commissions, advertising expenses,
        tenant improvements or other costs directly related to the leasing of the
        Premises, (d) income, excess profits or corporate capital stock tax imposed
        or
        assessed upon Landlord, unless such tax or any similar tax is levied or assessed
        in lieu of all or any part of any taxes includable in Operating Expenses
        above,
        (e) any costs incurred in the removal, cleaning, abatement or remediation
        of any
        Hazardous Materials present on the Premises in violation of Environmental
        Laws
        and resulting from the negligence or willful misconduct of Landlord or any
        Affiliate of Landlord, (f) attorney’s fees and disbursements incurred in
        connection with the leasing of the Building or the securing or defense of
        Landlord’s title to the Land or Building, or (g) costs of repairs or
        replacements occasioned by fire or other casualty, the costs of which are
        covered by insurance required to be maintained by Landlord under this Lease
        or
        reimbursed by governmental authorities in eminent domain or reimbursed by
        third
        parties.   Subject to the provisions of Section 6(c), if Landlord
        elects to prepay real estate taxes during any discount period, Tenant shall
        be
        entitled to the benefit of any such prepayment.  Landlord shall have
        the right to directly perform (by itself or through an affiliate) any services
        provided under this Lease provided that the Landlord’s charges included in
        Operating Expenses for any such services shall not exceed competitive market
        rates for comparable services.

       

      
        
          
          

        

        
          M-2-3

          
            

          

        

        
          
          

        

      

       

      “Ordinary
        Business Hours” means Monday through Friday inclusive from 8:00 a.m. to 6:00
        p.m. and Saturday from 8:00 a.m. to 1:00 p.m., with Holidays
        excepted.

       

      "Person"
        means any individual, corporation, partnership, limited liability company,
        joint
        venture, association, joint-stock company, trust, non-incorporated organization
        or government or any agency or political subdivision thereof.

       

      “Qualified
        Appraiser” means an independent appraiser that is a member of the American
        Institute of Real Estate Appraisers of the National Association of Realtors,
        with at least seven (7) years of experience in evaluating market rents and/or
        economic terms for leases of space in industrial buildings in Philadelphia
        County.

       

      “Rent”
        means the Monthly Rent and Additional Rent.

       

      “Taken”
or
        “Taking” means acquisition by a public authority having the power of eminent
        domain by condemnation or conveyance in lieu of condemnation.

       

      “Soft
        Costs” means all out-of-pocket costs, excluding Hard Costs, incurred in
        connection with the work in question, including (without limitation) fees
        and
        costs of architects, engineers, design professionals, appraisers and other
        consultants, and the costs of obtaining all licenses, variances, zoning changes,
        subdivision and/or planning approvals, building permits and other governmental
        approvals and certificates.

       

      M-2-4