a5463757ex10_c.htm


     Exhibit
      10 (c)

     

    
 

     

    LEASE
      AGREEMENT

     

    L/S
      THREE CRESCENT DRIVE, LP

     

    Landlord

     

    


     

    AND

     

    


     

    TASTY
      BAKING COMPANY

     

    Tenant

     

    AT

     

    


     

    Three
      Crescent Drive

     

    Philadelphia
      Navy Yard Corporate Center

     

    Philadelphia,
      PA 19112

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LEASE
      AGREEMENT

     

    TABLE
      OF CONTENTS

     

    
      
        	 	 	
                Page

              
	 	 	 
	
                1.

              	
                Basic
                  Lease Terms and Definitions

              	
                1

              
	
                 

              	 	 
	
                2.

              	
                Premises

              	
                3

              
	 	 	 
	
                3.

              	
                Use

              	
                4

              
	 	 	 
	
                4.

              	
                Term;
                  Possession; Extension Options

              	
                4

              
	 	 	 
	
                5.

              	
                Rent

              	
                5

              
	 	 	 
	
                6.

              	
                Operating
                  Expenses.

              	
                5

              
	 	 	 
	
                7.

              	
                Services

              	
                6

              
	 	 	 
	
                8.

              	
                Insurance;
                  Waivers; Indemnification

              	
                7

              
	 	 	 
	
                9.

              	
                Maintenance
                  and Repairs

              	
                8

              
	 	 	 
	
                10.

              	
                Compliance

              	
                9

              
	 	 	 
	
                11.

              	
                Signs

              	
                10

              
	 	 	 
	
                12.

              	
                Alterations

              	
                10

              
	 	 	 
	
                13.

              	
                Mechanics'
                  Liens

              	
                11

              
	 	 	 
	
                14.

              	
                Landlord's
                  Right to Relocate Tenant; Right of Entry

              	
                11

              
	 	 	 
	
                15.

              	
                Damage
                  by Fire or Other Casualty

              	
                12

              
	 	 	 
	
                16.

              	
                Condemnation

              	
                13

              
	 	 	 
	
                17.

              	
                Quiet
                  Enjoyment

              	
                13

              
	 	 	 
	
                18.

              	
                Assignment
                  and Subletting

              	
                13

              
	 	 	 
	
                19.

              	
                Subordination;
                  Mortgagee's Rights

              	
                14

              
	 	 	 
	
                20.

              	
                Tenant's
                  Certificate; Financial Information

              	
                15

              
	 	 	 
	
                21.

              	
                Surrender

              	
                15

              
	 	 	 
	
                22.

              	
                Defaults
                  - Remedies

              	
                16

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      
 

      
        	
                23.

              	
                Tenant's
                  Authority

              	
                19

              
	 	 	 
	
                24.

              	
                Liability
                  of Landlord

              	
                19

              
	 	 	 
	
                25.

              	
                Miscellaneous

              	
                20

              
	 	 	 
	
                26.

              	
                Notices

              	
                21

              
	 	 	 
	
                27.

              	
                Security
                  Deposit

              	
                21

              
	 	 	 
	
                28.

              	
                Parking

              	
                22

              
	 	 	 
	
                29.

              	
                Tenant
                  Improvement Work.

              	
                22

              
	 	 	 
	
                30.

              	
                Brokers

              	
                25

              
	 	 	 
	
                31.

              	
                First
                  Floor Coffee Shop.

              	
                26

              
	 	 	 
	
                32.

              	
                Additional
                  Space

              	
                27

              
	 	 	 
	
                33.

              	
                Keystone
                  Opportunity Zone Provisions

              	
                28

              


      

    

     

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    THIS
      LEASE
      AGREEMENT is made by and between L/S THREE CRESCENT DRIVE, LP, a Pennsylvania
      limited partnership ("Landlord") and TASTY BAKING COMPANY, a corporation
      organized under the laws of Pennsylvania ("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:  Portions
      of the second, and all of the third, floors of the Building, as shown on
Exhibit "A", consisting of not less than 35,000 rentable square
      feet.  

     

    (b)           Building:  Approximately
      94,920 rentable square feet

     

    Address:  Three
      Crescent Drive, Navy Yard Corporate Center, Philadelphia, PA 19112.

     

    (c)           Term:  The
      period commencing on the Commencement Date of this Lease and expiring on the
      Expiration Date, plus (if the Commencement Date is not the first day of a
      calendar month) any partial month from the Commencement Date to the first day
      of
      the next full calendar month of the Term.  Notwithstanding the
      foregoing, if the Plant Lease is terminated due to the failure of a contingency
      set forth in Section 30 thereof, then Tenant shall have the right, exercisable
      by delivering written notice to Landlord within ten (10) Business Days after
      the
      termination of the Plant Lease, to terminate this Lease, whereupon Tenant shall
      reimburse Landlord for Landlord's out-of-pocket expenses reimbursed or paid
      directly by Landlord with respect to this Lease and the Premises (including,
      without limitation, reasonably attorney fees incurred to negotiation this Lease,
      fees to architects and other professionals in connection with the design of
      the
      Premises for Tenant, and Broker commissions) and thereafter neither party shall
      have any further rights or obligations hereunder other than those that expressly
      survive the termination of this Lease.

     

    (d)           Anticipated
      Commencement Date: April 1, 2009.

     

    (e)           Outside
      Delivery Date:  August 1, 2009.  If Landlord does not
      deliver the Premises to Tenant with the base building and the Tenant's
      Improvement Work substantially complete by the Outside Delivery Date, then
      Tenant shall have the right to terminate this Lease by delivering written notice
      to Landlord thereof within 10 days after the Outside Delivery Date, whereupon
      neither party shall have any further rights or obligations hereunder except
      for
      those that expressly survive the termination of this Lease.  The
      Outside Delivery Date shall be deemed extended one day for each day of Excusable
      Delay.

     

    (f)           Commencement
      Date:  The Date that is the later of (i) the earlier of (A) the date
      on which Tenant commences operations in the Premises, or (B) April 1, 2009,
      or
      (ii) the date on which Landlord delivers the Premises to Tenant with Tenant’s
      Improvement Work substantially complete.

     

    (g)           Expiration
      Date:  The Expiration Date for the initial term of the Plant
      Lease.  Within thirty (30) days after the Commencement Date of the
      Plant Lease, Landlord and Tenant shall enter into a letter agreement in the
      form
      of Exhibit "G" setting forth (i) the precise Expiration Date of this
      Lease, and (ii) the Minimum Annual Rent and Tenant's Share (based on the actual
      square footage of the Premises), which letter agreement shall be deemed to
      amend
      this Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h)          Minimum
      Annual Rent:  $23.80 per square foot, increased by 2.5% per annum
      commencing on the first anniversary of the Commencement Date and on each
      subsequent anniversary of the Commencement Date.  

     

    (i)           Rent
      Abatement:  Minimum Annual Rent shall abate for a period of six (6)
      months beginning on the Commencement Date.  During the six-month
      abatement period, Tenant shall pay all applicable monthly installments of Annual
      Operating Expenses with respect to the Premises, subject to reconciliation
      as
      provided in this Lease.

     

    (j)           Annual
      Operating Expenses:  Assuming a Premises square footage of 35,000
      square feet, approximately $277,550.00 (calculated as $7.93/square foot),
      payable in monthly installments of $23,129.17, subject to adjustment as provided
      in this Lease.

     

    (k)          Tenant's
      Share: Assuming Premises Rentable Square Footage of 35,000 square feet,
      approximately 36.87% (also see Definitions)

     

    (l)           Use:  General
      office.

     

    (m)         Security
      Deposit:  $137,000.00

     

    (n)          Addresses
      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

     

    Tenant:                   Before
      the Commencement Date:

     

    Tasty
      Baking Company

    3413
      Fox
      Street

    Philadelphia,
      PA  19129

    Attention:
      President and CEO

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    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

     

    (o)           Guarantor:  N/A

     

    (p)           Broker:  The
      Binswanger Companies.

     

    (q)           Additional
      Defined Terms:  See Rider 1 for the definitions of other capitalized
      terms.

     

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


     

    Rider
      1 – Additional
      Definitions

     

    Exhibits:                   "A"    -
      Plan showing Premises

     

    "B"    -
      Building
      Rules

     

    "C"    -
      Estoppel
      Certificate Form

     

    "D"    -
      Cleaning
      Schedule

     

    "E-1"
      - Base Building
      Specification

     

    "E-2"
      - Tenant Fit-Out
      Criteria

     

    "F"    -
      Environmental Reports

     

    "G"    -
      Form of
      Letter Agreement

     

    "H"    -
      Signage
      Criteria

     

    "I"      -
      Operational Expense Estimate

     

    2.           Premises

     

    Landlord
      leases to Tenant and Tenant leases from Landlord the Premises, together with
      the
      right in common with others to use the Common Areas.  Subject to the
      substantial completion of the base building in accordance with Exhibit
      "E-1" and the Tenant's Improvement Work in accordance with Section
      29 and Exhibit "E-2", Tenant accepts the Premises, Building and
      Common Areas "as is," without relying on any representation, covenant or
      warranty by Landlord other than as expressly set forth in this Lease. Landlord
      and Tenant acknowledge that all square foot measurements are
      approximate.  The final measurement of rentable square footage of the
      Premises will be made by Landlord using the Standard Method of Floor Measurement
      for Office Buildings developed by the Building Owners and Managers Association
      (BOMA).  Minimum Annual Rent and Tenant's Share shall be adjusted
      accordingly.  Tenant shall have access to the Premises 24 hours a day,
      7 days a week, subject to such reasonable security measures as Landlord may
      designate from time to time.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    3.           Use

     

    Tenant
      shall occupy and use the Premises only for the Use specified in Section 1(l)
      above.  Tenant shall not permit any conduct or condition which may
      endanger, disturb or otherwise interfere with any other Building occupant's
      normal operations or with the management of the Building.  Tenant may
      use all Common Areas only for their intended purposes.  Landlord shall
      have exclusive control of all Common Areas at all times.

     

    4.           Term;
      Possession; Extension Options

     

    (a)           The
      Term of this Lease shall commence on the Commencement Date of this Lease and
      shall end on the Expiration Date, unless sooner terminated in accordance with
      this Lease.  Landlord shall not be liable for any loss or damage to
      Tenant resulting from any delay in delivering possession due to any Excusable
      Delay.

     

    (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 Extension 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 Period shall be under the same terms and
      conditions as provided in this Lease except as follows:

     

    (i)           Section
      29 of this Lease shall be void;

     

    (ii)           the
      Extension 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;

     

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

     

    (iv)           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

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    (v)           the
      Minimum Annual Rent payable by Tenant for each Lease Year of each exercised
      Extension Period shall the fair market rental of the Premises for such
      period.

     

    (c)           If
      any realty transfer or similar tax is payable as a result of the parties’
execution of this Lease or the exercise of any Extension Period, the Extension
      Option and any exercised Extension Period shall be null and void and of no
      further force or effect without the need for any further action by the parties;
      provided, however, that (i) if the termination of the Extension Option and
      any
      exercised Extension Period provided in this Section 4(c) does not result in
      the avoidance of the transfer or similar tax, or (ii) if Tenant elects to pay
      such transfer of similar tax, notwithstanding the avoidance thereof by reason
      of
      the termination of the Extension Option and any exercised Extension Period,
      then
      in either event Tenant shall have the right to reinstate the Extension Option
      and any exercised Extension Period (subject to the other provisions of this
      Section 4) by delivering written notice thereof and paying such tax before
      it
      becomes delinquent.  Tenant's failure to reinstate the Extension
      Option or exercised Extension Period within the time periods specified above
      shall be deemed a waiver by Tenant of such right to
      reinstate.  Notwithstanding anything in this Lease to the contrary,
      any transfer or similar tax payable as a result of this Lease shall be paid
      by
      Tenant.

     

    5.           Rent

     

    Tenant
      agrees to pay to Landlord, without demand, deduction or offset, Minimum Annual
      Rent and Annual Operating Expenses for the Term in accordance with Sections
      1(h) and 1(i) of this Lease.  Tenant shall pay the Monthly Rent,
      in advance, on the first day of each calendar month during the Term, at
      Landlord's address designated in Section 1 above unless Landlord designates
      otherwise.  If the Commencement Date is not the first day of the
      month, the Monthly Rent for that partial month shall be apportioned on a per
      diem basis and shall be paid on or before the Commencement Date.  Rent
      shall be apportioned on a per diem basis for any partial Lease
      Year.  Tenant shall pay Landlord a service and handling charge equal
      to 5% of any Rent not paid within 5 days after the date due.  In
      addition, any Rent, including such charge, not paid within 5 days after the
      due
      date will bear interest at the Interest Rate from the date due to the date
      paid.

     

    6.           Operating
      Expenses.

     

    (a)           The
      amount of the Annual Operating Expenses set forth in Section 1(j) above
      represents Tenant's Share of the estimated Operating Expenses for the calendar
      year in which the Term commences, and is based on the Operational Expense
      Estimate attached hereto as Exhibit "I".  Landlord may adjust
      such 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 Tenant's Share of any extraordinary or unanticipated Operating
      Expenses.  By April 30th 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 Property), Landlord shall provide Tenant with a statement of
      Operating Expenses for the preceding calendar year or part
      thereof.  Within 60 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 notice within 60 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.  Notwithstanding any other
      provision of this Lease to the contrary, Landlord may, in its reasonable
      discretion, determine from time to time the method of computing and allocating
      Operating Expenses, including the method of allocating Operating Expenses to
      various types of space within the Building to reflect any disparate levels
      of
      services provided to different types of space.  If the Building is not
      fully occupied during any period, Landlord may make a reasonable adjustment,
      as
      is customary for first class office buildings in the Navy Yard, based on
      occupancy in computing the Operating Expenses for such period so that Operating
      Expenses are computed as though the Building had been fully
      occupied.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    (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 6(b) 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.

     

    7.           Services

     

    Tenant
      shall pay to Landlord monthly, as additional Rent, Tenant's pro-rata share
      of
      the cost of utilities for all tenants in the Building, excluding therefrom
      such
      costs of tenants with separately submetered premises, representing Tenant's
      charges for all water, sewer, HVAC and electricity consumed on the Premises,
      which shall be billed by Landlord to Tenant at the same "pass-through" rate
      that
      Landlord receives from the utility provider.  Tenant shall have the
      right, at Tenant's expense as part of the Tenant Improvement Work, to have
      water
      and/or electricity separately submetered to the Premises, whereupon Tenant's
      share of such utilities shall be based on the submetered readings.  If
      Tenant requires that natural gas be provided to the Premises, such service
      shall
      be separately metered and the cost of installing such meter shall be borne
      by
      Tenant.  Landlord shall not be responsible or liable for any
      interruption in such services except to the extent caused by Landlord's
      negligence or willful misconduct, nor shall such interruption affect the
      continuation or validity of this Lease.  Landlord will furnish for the
      normal use and occupancy of the Premises for general office purposes (i) trash
      removal and janitorial services pursuant to the cleaning schedule attached
      as
Exhibit "D", and (ii) such other services Landlord reasonably determines
      are appropriate or necessary and which are consistent with first-class office
      buildings in the Navy Yard.  Landlord shall have the exclusive right
      to select, and to change, the companies providing such services to the Building
      or Premises, provided such companies provide such services at competitive market
      rates.  Any wiring, cabling or other equipment necessary to connect
      Tenant's telecommunications equipment shall be Tenant's responsibility, and
      shall be installed in a manner approved by Landlord.

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    8.           Insurance;
      Waivers; Indemnification

     

    (a)           Landlord
      shall maintain insurance against loss or damage to the Building or the Property
      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 (including coverage of the Tenant's Improvement
      Work but 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, with insurance
      companies rated at least A VII in the most current edition of Best's Insurance
      Reports.

     

    (b)           Tenant,
      at its expense, shall keep in effect commercial general liability insurance,
      including blanket contractual liability insurance, covering Tenant's use of
      the
      Property, with such coverages and limits of liability as Landlord may reasonably
      require, but not less than a $1,000,000 combined single limit with a $3,000,000
      general aggregate limit (which general aggregate limit may be satisfied by
      an
      umbrella liability policy) for bodily injury or property damage; however, such
      limits shall not limit Tenant's liability hereunder.  The policy shall
      name Landlord and, if requested by Landlord, Liberty Property Trust and any
      other associated or affiliated entity as their interests may appear and at
      Landlord's request, any Mortgagee(s), as additional insureds, shall be written
      on an "occurrence" basis and not on a "claims made" basis and shall be endorsed
      to provide that it is primary to and not contributory to any policies carried
      by
      Landlord and to provide that it shall not be cancelable or reduced without
      at
      least 30 days prior notice to Landlord.  The insurer shall be
      authorized to issue such insurance, licensed to do business and admitted in
      the
      state in which the Property is located and rated at least A VII in the most
      current edition of Best's Insurance Reports.  Tenant shall deliver to
      Landlord on or before the Commencement Date or any earlier date on which Tenant
      accesses the Premises, and at least 10 days prior to the date of each policy
      renewal, a certificate of insurance evidencing such coverage.

     

    (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
      Loss-Special Form" 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; provided, however, such
      waiver by Landlord and Tenant shall not be effective to the extent of each
      such
      parties' commercially reasonable deductible.  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.  Except in the case of Landlord's gross negligence or
      willful misconduct, Tenant assumes all risk of damage to Tenant's property
      within the Property, including any loss or damage caused by water leakage,
      fire,
      windstorm, explosion, theft, act of any other tenant, or other
      cause.

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    (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 Property by
      Tenant or its Agents or occasioned wholly or in part by any act or omission
      of
      Tenant or its Agents, whether prior to, during or after the
      Term.  Tenant's obligations pursuant to this subsection shall survive
      the expiration or termination of this Lease.

     

    (e)           Subject
      to Section 8(c) above, and except to the extent such loss, injury or
      damage was caused by the gross 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
      caused to any person in or about the Premises occasioned wholly or in part
      by
      the 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 (reasonably
      acceptable to Tenant and its Agents) designated by the insurer whose policy
      covers such occurrence or by counsel designated by Landlord and approved by
      Tenant and its Agents.  Landlord's obligations pursuant to this
      Section shall survive the expiration or termination of this Lease.

     

    9.           Maintenance
      and Repairs

     

    (a)           Landlord
      shall Maintain the Building, including the Premises, the Common Areas, the
      Building Systems and any other improvements owned by Landlord located on the
      Property, in a manner consistent with a first class office building in the
      Navy
      Yard.  If Tenant becomes aware of any condition that is Landlord's
      responsibility to repair, Tenant shall promptly notify Landlord of the
      condition.

     

    (b)           Tenant
      at its sole expense shall keep the Premises in a neat and orderly condition
      consistent with a first class office building in the Navy
      Yard.  Alterations, repairs and replacements to the Property,
      including 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 to the extent not covered by any applicable insurance proceeds paid
      to
      Landlord.

    
      
        
        

      

      
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    10.           Compliance

     

    (a)           Subject
      to Landlord's obligation to construct the base building in accordance with
      Exhibit "E-1" and to perform the Tenant's Improvement Work in accordance
      with Exhibit "E-2" and Section 29 hereof and to make structural
      alterations to the Building required by law (unless arising by reason of
      Tenant's specific use or design requirements), Tenant will, at its expense,
      promptly comply with all Laws now or subsequently pertaining to the Premises
      or
      Tenant's use or occupancy.  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.  Neither Tenant nor 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 Common Areas (without limiting the
      foregoing, Tenant shall not use the Premises in any manner that would cause
      the
      Premises or the Property to be deemed a "place of public accommodation" under
      the ADA if such use would require any such Alteration).  Tenant shall
      be responsible for compliance with the ADA, and any other Laws regarding
      accessibility, solely with respect to any of Tenant's Alterations, equipment,
      trade fixtures or its manner of use of the Premises.

     

    (b)           Tenant
      will comply, and will cause its Agents to comply, with the Building Rules,
      which
      shall be applied uniformly to all tenants of the Building.

     

    (c)           Tenant
      agrees not to do anything or fail to do anything which will increase the cost
      of
      Landlord's insurance or which will prevent Landlord from procuring policies
      (including public liability) from companies and in a form satisfactory to
      Landlord.  If any breach of the preceding sentence by Tenant causes
      the rate of fire or other insurance to be increased, Tenant shall pay the amount
      of such increase as additional Rent within 30 days after being
      billed.

     

    (d)           Tenant
      agrees that (i) no activity will be conducted on the Premises that will use
      or
      produce any Hazardous Materials, except for activities which are part of the
      ordinary course of Tenant's business and are conducted in accordance with all
      Environmental Laws ("Permitted Activities"); (ii) the Premises will not be
      used
      for storage of any Hazardous Materials, except for materials used in the
      Permitted Activities which are properly stored in a manner and location
      complying with all Environmental Laws; (iii) no portion of the Premises or
      Property will be used by Tenant or Tenant's Agents for disposal of Hazardous
      Materials; (iv) Tenant will deliver to Landlord copies of all Material Safety
      Data Sheets and other written information prepared by manufacturers, importers
      or suppliers of any chemical; and (v) Tenant will immediately notify Landlord
      of
      any violation by Tenant or Tenant's Agents of any Environmental Laws or the
      release or suspected release of Hazardous Materials in, under or about the
      Premises, and Tenant shall immediately deliver to Landlord a copy of any notice,
      filing or permit sent or received by Tenant with respect to the
      foregoing.  If at any time during or after the Term, any portion of
      the Property is found to be contaminated by Tenant or Tenant's Agents or subject
      to conditions prohibited in this Lease caused by Tenant or Tenant's Agents,
      Tenant will indemnify, defend and hold Landlord harmless from all claims,
      demands, actions, liabilities, costs, expenses, attorneys' fees, damages and
      obligations of any nature arising from or as a result thereof, and Landlord
      shall have the right to direct remediation activities, all of which shall be
      performed at Tenant's cost.  Tenant's obligations pursuant to this
      subsection shall survive the expiration or termination of this
      Lease.

     

    
      
        
        

      

      
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    (e)           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
      "F" (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 Property,
      except as disclosed by the Environmental Report (including any instruments
      identified within the Environmental Report).  As used in this Section
      10(e), 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 Property in violation of
      Environmental Laws.

     

    11.           Signs

     

    Landlord
      will furnish Tenant building standard identification signage on the interior
      Building directory, if applicable.  Any additional signage will be at
      the sole cost and expense of Tenant.  Tenant shall not place any signs
      on the Property without the prior consent of Landlord, other than suite signage
      meeting Landlord's signage criteria and 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 Property to its condition
      existing prior to the installation of Tenant's signs.  Notwithstanding
      the foregoing, subject to the approval of the Navy Yard Design Review Committee
      and the Philadelphia Industrial Development Corporation, Tenant shall be
      entitled to install, at Tenant's expense, building signage in accordance with
      the Signage Criteria attached hereto as Exhibit "H".  Landlord
      shall also make available space for Tenant's signage on the monument sign
      serving the Building, and no other party shall have monument signage more
      prominent than that provided to Tenant or any signage on the
      Building.  The immediately preceding sentence shall not be deemed to
      prevent Landlord from allowing retail tenants of the Building from installing
      customary interior and/or exterior retail signage on or around the Building
      in
      accordance with the Signage Criteria for the Building.

     

    12.           Alterations

     

    Except
      for
      non-structural Alterations that (i) do not exceed $25,000.00 in the aggregate,
      (ii) are not visible from the exterior of the Premises, (iii) do not affect
      any
      Building System or the structural strength of the Building, (iv) do not require
      penetrations into the floor, ceiling or walls (other than piercing
      non-structural walls with customary fasteners for the purpose of hanging
      pictures, shelving and the like), and (v) do not require work within the walls,
      below the floor or above the ceiling, Tenant shall not make or permit any
      Alterations in or to the Premises without first obtaining Landlord's written
      consent, which consent shall not be unreasonably withheld, conditioned or
      delayed.  Tenant shall request Landlord's consent by delivering a
      written request therefor, together with such plans, specifications and other
      information as Landlord may reasonably request.  Landlord's consent
      shall be deemed given unless Landlord notifies Tenant otherwise within ten
      (10)
      Business Days after the delivery of such written notice and other materials
      to
      Landlord.  With respect to any Alterations made by or on behalf of
      Tenant (whether or not the Alteration requires Landlord's consent): (i) not
      less
      than 10 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, if
      requested by Landlord, Liberty Property Trust and any other Affiliate of
      Landlord reasonably requested by Landlord, as their interests may appear as
      additional insureds, (ii) Tenant shall obtain Landlord's prior written approval
      of any contractor or subcontractor, such approval not to be unreasonably
      withheld, conditioned or delayed, (iii) 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, (iv) Tenant shall pay Landlord all reasonable out of pocket costs
      and expenses incurred by Landlord in connection with Landlord's review of
      Tenant's plans and specifications, and of any supervision or inspection of
      the
      construction Landlord deems necessary (provided that if Landlord does not
      undertake the construction of the Alterations on Tenant's behalf, Tenant's
      obligation to reimburse Landlord for its costs and expenses shall be limited
      to
      those reasonable out-of-pocket costs and expenses incurred by Landlord to review
      Tenant's plans and specifications), and (v) upon Landlord's request Tenant
      shall, prior to commencing any Alteration, provide Landlord reasonable 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 within ten (10) 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; at that time without payment
      by Landlord the Alteration shall remain on the Property and become the property
      of Landlord unless Landlord gives notice to Tenant to remove it, in which event
      Tenant will remove it, will repair any resulting damage and will restore the
      Premises to the condition existing prior to Tenant's Alteration, excepting
      only
      normal wear and tear, casualty damage, or other conditions that Tenant is not
      required to remedy under this Lease.  At Tenant's request prior to
      Tenant making any Alterations, Landlord will notify Tenant whether Tenant is
      required to remove the Alterations at the expiration or termination of this
      Lease.  Notwithstanding the foregoing, Tenant shall not be required to
      remove improvements to the Premises constructed as part of the Tenant's
      Improvement Work.  Tenant may install its trade fixtures, furniture
      and equipment in the Premises, provided that the installation and removal of
      them will not affect any structural portion of the Property, any Building System
      or any other equipment or facilities serving the Building or any
      occupant.

     

    
      
        
        

      

      
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    13.           Mechanics'
      Liens

     

    Tenant
      promptly shall pay for any labor, services, materials, supplies or equipment
      furnished to Tenant in or about the Premises.  Tenant shall keep the
      Premises and the Property free from any liens arising out of any labor,
      services, materials, supplies or equipment furnished or alleged to have been
      furnished to Tenant.  Tenant shall take all steps permitted by law in
      order to avoid the imposition of any such lien.  Should any such lien
      or notice of such lien be filed against the Premises or the Property, Tenant
      shall discharge the same by bonding or otherwise within 15 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 to Relocate Tenant; Right of Entry

     

    (a)           Prior
      to the Commencement Date, Landlord may relocate Tenant from the portion of
      the
      Premises that is not a complete floor to comparable space on the 4th floor
      of
      the Building that is contiguous with the remainder of Tenant's Premises and
      is
      on the same side of the Building as the portion of the Premises being
      relocated.  Landlord will give Tenant at least 60 days advance notice
      of relocation and will pay for all reasonable costs of such
      relocation.  Such a relocation shall not terminate, modify or
      otherwise affect this lease except that "Premises" shall refer to the relocation
      space rather than the old location identified in Section 1(a).

     

    
      
        
        

      

      
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    (b)           Tenant
      shall permit Landlord and its Agents to enter the Premises at all reasonable
      times following 24 hours notice (except in an emergency, in which case Landlord
      shall provide such notice as is reasonable under the circumstances) to inspect
      or Maintain, the Premises or Property, to make Alterations to the Premises
      (to
      the extent required by law, code or ordinance, or that are otherwise approved
      by
      Tenant), to exhibit the Premises for the purpose of sale or financing, and,
      during the last 12 months of the Term, to exhibit the Premises to any
      prospective tenant.  Landlord will make reasonable efforts not to
      inconvenience Tenant in exercising such rights, but Landlord shall not be liable
      for any interference with Tenant's occupancy resulting from Landlord's entry
      unless caused by the gross negligence or willful misconduct of
      Landlord.

     

    15.           Damage
      by Fire or Other Casualty

     

    (a)           If
      the Premises or Common Areas shall be damaged or destroyed by fire or other
      casualty, Tenant shall promptly notify Landlord, and Landlord, subject to the
      conditions set forth in this Section, shall repair such damage and restore
      the
      Premises or Common Areas 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 on behalf of Tenant.  Landlord shall notify Tenant, within 30
      days after the date of the casualty, if Landlord anticipates that the
      restoration will take more than 240 days from the date of the casualty to
      complete; in such event, either Landlord or Tenant (unless the damage was caused
      by Tenant) may terminate this Lease effective as of the date of casualty by
      giving notice to the other within 30 days after Landlord's notice.  If
      Landlord terminates this Lease pursuant to the immediately preceding sentence,
      and Landlord Commences to Reconstruct the Building within 240 days after the
      casualty, then provided that (i) no Event of Default existed at the time of
      the
      casualty, (ii) Tenant has provided Landlord with Tenant's then-current notice
      address in writing, and (iii) Tenant has not sublet or assigned all or any
      part
      of the Premises other than to an Affiliate of Tenant in accordance with this
      Lease, then Landlord shall promptly notify Tenant of the Commencement of
      Reconstruction of the Building in writing, and Tenant may, at Tenant's election,
      thereafter reinstate this Lease by delivering written notice thereof to Landlord
      within fifteen (15) days after Tenant's receipt of the aforementioned notice
      from Landlord.  Tenant shall be permitted to retake possession of the
      Premises, and the abatement of Rent shall cease, upon the substantial completion
      of the Premises (including access thereto and parking therefor) to substantially
      the condition that existed prior to the casualty, including Tenant's fixtures,
      equipment and Alterations, provided Tenant uses diligent efforts to complete
      the
      installation and construction of such fixtures, equipment and
      Alterations.  If Tenant fails to deliver notice of its desire to
      reinstate the Lease to Landlord within the time period specified, Tenant shall
      be deemed to have waived the right to reinstate the Lease set forth in this
      Section 15(a).  As used in this Section 15(a), the phrase "Commences
      to Reconstruct the Building", and words of similar import, shall mean that
      Landlord has mobilized personnel and materials on the Property and has commenced
      construction activities on the Property intended to repair, restore or
      reconstruct the Building to substantially the condition that existed prior
      to
      the casualty, tenant fixtures, equipment and Alterations excepted.

     

    
      
        
        

      

      
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    (b)           If
      a casualty occurs during the last 12 months of the Term, Landlord may terminate
      this Lease unless Tenant has the right to extend the Term for at least 3 more
      years and does so within 30 days after the date of the
      casualty.  Moreover, Landlord may terminate this Lease if the loss is
      not covered by the insurance required to be maintained by Landlord under this
      Lease.  Tenant will receive an abatement of Minimum Annual Rent and
      Annual Operating Expenses to the extent the Premises are rendered untenantable
      as a result of the casualty.

     

    16.           Condemnation

     

    If
      (i) all
      of the Premises are Taken, (ii) any part of the Premises is Taken and the
      remainder is insufficient in Landlord's opinion for the reasonable operation
      of
      Tenant's business, or (iii) any of the Property 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, 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 for the period of time all or a part of the Premises is
      untenantable in proportion to the square foot area untenantable, and this Lease
      shall be amended appropriately.  The compensation awarded for a Taking
      shall belong to Landlord.  Except for any relocation benefits to which
      Tenant may be entitled, Tenant hereby assigns all claims against the condemning
      authority to Landlord, including, but not limited to, any claim relating to
      Tenant's leasehold estate.

     

    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.

     

    18.           Assignment
      and Subletting

     

    (a)           Except
      as provided in Section 18(b) below, Tenant shall not enter into nor permit
      any Transfer voluntarily or by operation of law, without the prior consent
      of
      Landlord, which consent shall not be unreasonably withheld.  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, (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 office 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.  In no event shall any
      Transfer relieve Tenant from any obligation under this
      Lease.  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)           Landlord's
      consent shall not be required in the event of any Transfer by Tenant to an
      Affiliate provided that (i) the Affiliate has shareholder equity (or its
      equivalent) at least equal to that of Tenant as of the date immediately
      preceding the Transfer, (ii) Tenant provides Landlord notice of the Transfer
      at
      least 15 days prior to the effective date, together with current financial
      statements of the Affiliate certified by an executive officer of the Affiliate,
      and (iii) in the case of an assignment or sublease, 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.

     

    (c)           The
      provisions of Section 18(a) above notwithstanding, if Tenant proposes to
      Transfer all of the Premises (other than to an Affiliate), Landlord may
      terminate this Lease, either conditioned on execution of a new lease between
      Landlord and the proposed transferee or without that condition.  If
      Tenant proposes to enter into a Transfer of less than all of the Premises (other
      than to an Affiliate), Landlord may amend this Lease to remove the portion
      of
      the Premises to be transferred, either conditioned on execution of a new lease
      between Landlord and the proposed transferee or without that
      condition.  If this Lease is not so terminated or amended, Tenant
      shall pay to Landlord, immediately upon receipt, fifty percent (50%) of the
      excess of (i) the net profit received by Tenant for the Transfer (after
      deduction of brokerage commissions, legal fees, tenant improvement costs, rent
      concessions and other reasonable and customary costs related to the Transfer),
      over (ii) the Rent allocable to the Premises transferred.

     

    (d)           If
      Tenant requests Landlord's consent to a Transfer, Tenant shall provide Landlord,
      at least 15 days prior to the proposed Transfer, current financial statements
      of
      the transferee certified by an executive officer of the transferee, a complete
      copy of the proposed Transfer documents, and any other information Landlord
      reasonably requests.  Immediately following any approved assignment or
      sublease, Tenant shall deliver to Landlord an assumption agreement reasonably
      acceptable to Landlord executed by Tenant and the transferee, together with
      a
      certificate of insurance evidencing the transferee's compliance with the
      insurance requirements of Tenant under this Lease.  Tenant agrees to
      reimburse Landlord for reasonable out-of-pocket administrative and attorneys'
      fees in connection with the processing and documentation of any Transfer for
      which Landlord's consent is requested.

     

    (e)           Landlord
      shall not convey its interest in this Lease or the Property, other than to
      an
      Affiliate of Landlord or to a lender providing mortgage financing for the
      Property, until the Tenant Improvement Work is substantially complete (including
      the completion of all punchlist items with respect thereto).

     

    19.           Subordination;
      Mortgagee's Rights

     

    (a)           Tenant
      accepts this Lease subject and 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.  This clause shall be self-operative, but
      within 10 days after 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, in form
      reasonably acceptable to Landlord, Tenant and the Mortgagee.  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.

     

    
      
        
        

      

      
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    (b)           Unless
      otherwise approved by Landlord, Tenant and the Mortgagee, no Mortgagee shall
      be
      (i) liable for any 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.           Tenant's
      Certificate; Financial Information

     

    Within
      10
      Business Days after Landlord's request from time to time in connection with
      a
      sale, financing or other transaction involving the Premises, (i) Tenant shall
      execute, acknowledge and deliver to Landlord, for the benefit of Landlord,
      Mortgagee, any prospective Mortgagee, and any prospective purchaser of
      Landlord's interest in the Property, an estoppel certificate in the form of
      attached Exhibit "C" (or other form requested by Landlord), modified as
      necessary to accurately state the facts represented, and (ii) Tenant shall
      furnish to Landlord, Landlord's Mortgagee, prospective Mortgagee and/or
      prospective 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).

     

    21.           Surrender

     

    (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.  Prior to the expiration or
      termination of this Lease, Tenant shall remove from the Property all furniture,
      trade fixtures, equipment, wiring and cabling other than wiring and cabling
      installed as part of the Tenant's Improvement Work (unless Landlord advises
      Tenant otherwise), and all other personal property installed by Tenant or its
      assignees or subtenants.  Tenant shall repair any damage resulting
      from such removal and shall restore the Property to good order and condition,
      excepting only ordinary wear and tear, casualty damage or other conditions
      that
      Tenant is not required to remedy under this Lease.  Any of Tenant's
      personal property not removed as required 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 or sale proceeds as its property.  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)           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 (i) if Tenant give Landlord written notice of its intention to hold over
      at
      least ninety (90) days prior to the Expiration Date, then for the first ninety
      (90) days of the holdover the Monthly Rent shall be one hundred fifty percent
      (150%) of the Monthly Rent payable for the last full month immediately preceding
      the holdover, and thereafter the Monthly Rent shall be double the Monthly Rent
      for the last full month immediately preceding the holdover, or (ii) if Tenant
      does not give Landlord written notice of its intention to hold over at least
      ninety (90) days prior to the Expiration Date, then the Monthly Rent shall
      be
      double the Monthly Rent 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.

     

    
      
        
        

      

      
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    22.           Defaults
      - Remedies

     

    (a)           It
      shall be an Event of Default:

     

    (i)           If
      Tenant does not pay in full when due any and all Rent and, except as provided
      in
      Section 22(d) below, Tenant fails to cure such default on or before the
      date that is five (5) Business Days after Landlord gives Tenant notice of
      default;

     

    (ii)           If
      Tenant enters into or permits any Transfer in violation of Section 18
      above;

     

    (iii)           If
      Tenant fails to observe and perform or otherwise breaches any other provision
      of
      this Lease, and, except as provided in Section 22(d) 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
      giving of notice, Tenant shall be afforded additional reasonable time (not
      to
      exceed ninety (90) days following Landlord's notice) to cure the default 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; or

     

    (iv)           If
      Tenant becomes insolvent 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; 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
      sixty (60) consecutive days.

     

    (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 (together with an administrative fee of
      15%
      thereof) in curing the default, plus interest 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;

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (ii)           To
      enter and repossess the Premises, by breaking open locked doors if necessary,
      and remove all persons and all or any property, by action at law or otherwise,
      without being liable for prosecution or damages.  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
      (taking into account all costs incurred by Landlord) 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; and

     

    (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.

     

    (c)           In
      addition to the rights and remedies provided in Section 22(b) 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.

    
      
        
        

      

      
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    Initials
      on behalf of Tenant:_____

     

    (d)           Any
      provision to the contrary in this Section 22 notwithstanding (other than
      the last sentence of this Section 22(d)), (i) Landlord shall not be required
      to
      give Tenant the notice and opportunity to cure provided in Section
      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 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 Section
      22(c) or Section 22(h); provided, however, that if Landlord elects to
      confess judgment for Rent and attorney fees pursuant to Section
      22(c) 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.

     

    (e)           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.

     

    (f)           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 other party reasonable attorneys' fees, costs of suit,
      investigation expenses and discovery costs, including costs of
      appeal.

     

    (g)           Landlord
      and Tenant waive the right to a trial by jury in any action or proceeding based
      upon or related to, the subject matter of this Lease.

     

    (h)           When
      this Lease and the Term or any extension thereof shall have been terminated
      on
      account of any 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 default
      and upon any subsequent 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.

     

    
      
        
        

      

      
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    Initials
      on behalf of Tenant:_____

     

    (i)           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.

     

    (j)           TENANT
      EXPRESSLY AND ABSOLUTELY KNOWINGLY AND EXPRESSLY WAIVES AND RELEASES (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:______

     

    23.           Tenant's
      Authority

     

    Tenant
      represents and warrants to Landlord that:  (i) Tenant is duly formed,
      validly existing and in good standing under the laws of the state under which
      Tenant is organized, and qualified to do business in the state in which the
      Property is located, and (ii) the person(s) signing this Lease are duly
      authorized to execute and deliver this Lease on behalf of Tenant.

     

    24.           Liability
      of Landlord

     

    The
      word
      "Landlord" in this Lease includes the Landlord executing this Lease as well
      as
      its successors and 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 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 Property, 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 Property (and the
      profits and proceeds resulting from any sale of the Premises or any insurance
      proceeds or condemnation awards or payments in lieu thereof resulting from
      casualty or condemnation of the Property) for the satisfaction of any claim
      by
      Tenant against Landlord.

    
      
        
        

      

      
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    25.           Miscellaneous

     

    (a)           The
      captions in this Lease are for convenience only, 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 represents the entire agreement between the parties hereto and there
      are
      no collateral or oral agreements or understandings between Landlord and Tenant
      with respect to the Premises or the Property.  No rights, easements or
      licenses are acquired in the Property or any land adjacent to the Property
      by
      Tenant by implication or otherwise except as expressly set forth in this
      Lease.  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 the state in which the
      Property is located.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    (e)           This
      Lease shall be binding upon and inure to the benefit of Landlord and Tenant
      and
      their respective heirs, personal representatives and permitted successors and
      assigns.

     

    (f)           Tenant
      shall not record this Lease or any memorandum without Landlord's prior
      consent.

     

    (g)           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.

     

    26.           Notices

     

    Any
      notice, consent 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 to have been given on the
      day
      of actual delivery to the intended recipient or on the business day delivery
      is
      refused.  The giving of notice by Landlord's attorneys,
      representatives and agents under this Section shall be deemed to be the acts
      of
      Landlord.

     

    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, on or before July 30, 2007, deliver
      to Landlord an irrevocable negotiable letter of credit (and
“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 One Hundred
      Eighty Three Thousand Dollars ($137,000.00) (the “Security
      Deposit”).  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.

     

    (b)           Tenant
      shall not be entitled to reduce the face amount of the LC without Landlord’s
      prior consent in each instance.  Tenant's failure to keep the LC in
      place for the hereinabove agreed amount 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.  Furthermore,
      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
      or to compensate Landlord for any loss or damage it may suffer by reason of
      Tenant's default under this Lease.  If the LC has been converted into
      a cash Security Deposit, Tenant shall, upon demand, restore any portion of
      the
      Security Deposit which may be applied by Landlord in accordance with this
      Lease.  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, 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.  Until returned to
      Tenant after the expiration of the Lease and the full performance of Tenant
      hereunder (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. 

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    28.           Parking

     

    Landlord
      agrees that during the Term of this lease Tenant shall have the non-exclusive
      right, in common with other occupants of the Building, to use the parking spaces
      available to the Property, which shall be four (4.0) parking spaces for each
      one
      thousand (1,000) rentable square feet of the Building.  The parking
      spaces will be comprised of 3.5 parking spaces for each one thousand (1,000)
      rentable square feet of the Premises located on-site with the balance consisting
      of "on-street" parking.

     

    29.           Tenant
      Improvement Work.

     

    (a)           Preliminary
      Plans.

     

    (i)           Promptly
      after the Effective Date, Tenant shall engage an architect reasonably acceptable
      to Landlord to prepare preliminary plans for the design of the Premises (the
      "Preliminary Plans").  Within 120 days after the Effective
      Date, Tenant’s architect shall provide Landlord with a floor plan of the
      Premises (that need not be in the form of the complete Preliminary Plans) that
      identifies, subject to Landlord's reasonable approval, the demising wall of
      that
      portion of the Premises located on the second floor of the
      Building.  Thereafter, the location of the demising wall on the second
      floor of the Building shall not be moved without Landlord's prior consent,
      which
      consent shall not be unreasonably withheld, conditioned or delayed if there
      is
      no other tenant that (A) has leased the remaining portion of the second floor,
      or (B) with whom Landlord is in discussions respecting such a
      lease.  The complete Preliminary Plans shall be submitted to Landlord
      for Landlord’s review not later than June 1, 2008.  Within ten (10)
      Business Days after the Landlord’s receipt of the Preliminary Plans, the
      Landlord shall either (A) approve the Preliminary Plans, or (B) notify the
      Tenant in writing of any modifications to the Preliminary Plans that the
      Landlord desires (the "Preliminary Plans Modification
      Notice").  If Landlord fails to deliver a Preliminary Plans
      Modification Notice to the Tenant within the time period specified, Landlord
      shall be deemed to have approved the Preliminary Plans.

     

    (ii)           To
      the extent that Landlord's proposed modifications to the Preliminary Plans
      are
      required to conform the Preliminary Plans to (A) the Base Building Specification
      attached hereto as Exhibit "E-1", (B) the Tenant Fit-Out Criteria
      attached hereto as Exhibit "E-2", or (C) standards consistent with a
      first class office building in the Navy Yard, Tenant shall proceed to revise
      the
      Preliminary Plans in accordance with Landlord's Preliminary Plans Modification
      Notice and shall deliver revised Preliminary Plans to Landlord within ten (10)
      Business Days after Tenant's receipt of such notice.  Within ten (10)
      Business Days after Landlord's receipt of the revised Preliminary Plans,
      Landlord shall either (Y) approve the revised Preliminary Plans, or (Z) notify
      Tenant in writing of any remaining modifications required to conform the
      Preliminary Plans to the modifications required in Landlord's Preliminary Plans
      Modification Notice (subject to the limitations set forth in clauses (A), (B)
      and (C) above), whereupon Tenant shall, within ten (10) Business Days
      thereafter, revise the Preliminary Plans accordingly and re-submit same to
      Landlord for Landlord's final approval.

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    (iii)           The
      Preliminary Plans, as approved in accordance with this Section , are referred
      to
      herein as the "Approved Preliminary Plans".  Following such
      approval, Landlord and Tenant shall continue to work together collaboratively
      to
      refine and develop the Approved Preliminary Plans and, subject to the
      limitations set forth in clauses (A), (B) and (C) of Section
      29(a)(ii) above, and provided that Tenant shall not be permitted to modify
      or relocate any demising wall of the Premises.

     

    (b)           Construction
      Documents.  On or before August 1, 2008, Tenant shall deliver to
      Landlord all architectural and engineering documents reasonably required to
      obtain reliable budget pricing from a qualified contractor for the Tenant's
      Improvement Work (defined below) (collectively, the "Preliminary Construction
      Documents").  The Preliminary Construction Documents shall be
      based on the Approved Preliminary Plans (as modified in accordance with Section
      29(a)(iii) above).  Within ten (10) Business Days after
      Landlord’s receipt of the Preliminary Construction Documents, Landlord shall
      either (i) approve the Preliminary Construction Documents, or (ii) notify Tenant
      in writing of any modifications to the Preliminary Construction Documents that
      Landlord requires (the "Construction Documents Modification
      Notice").  If Landlord fails to deliver a Construction Documents
      Modification Notice to Tenant within the time period specified, Landlord shall
      be deemed to have approved the Preliminary Construction Documents.  To
      the extent that Landlord's proposed modifications to the Preliminary
      Construction Documents are required to conform the Preliminary Construction
      Documents to (A) the Base Building Specification attached hereto as Exhibit
      "E-1", (B) the Tenant Fit-Out Criteria attached hereto as Exhibit
      "E-2", or (C) standards consistent with a first class office building in the
      Navy Yard, Tenant shall proceed to revise the Preliminary Construction Documents
      in accordance with Landlord's Construction Documents Modification Notice and
      shall deliver revised Preliminary Construction Documents to Landlord within
      ten
      (10) Business Days after Tenant's receipt of such notice.  Within ten
      (10) Business Days after Landlord's receipt of the revised Preliminary
      Construction Documents, Landlord shall either (Y) approve the revised
      Preliminary Construction Documents, or (Z) notify Tenant in writing of any
      remaining modifications required to conform the Preliminary Construction
      Documents to the modifications required in Landlord’s Construction Documents
      Modification Notice (subject to the limitations set forth in clauses (A), (B),
      and (C) above), whereupon Tenant shall, within ten (10) Business Days
      thereafter, revise the Preliminary Construction Documents accordingly and
      re-submit same to Landlord for Landlord’s final approval.  The
      Preliminary Construction Documents, as approved in accordance with this Section
      29(b), are referred to herein as the "Construction
      Documents".  

     

    (c)           Selection
      of the General Contractor.  Promptly following Landlord's final
      approval of the Construction Documents, Landlord shall submit the Construction
      Documents to at least two (2) general contractors that are reasonably acceptable
      to Landlord and Tenant for competitive bidding of the work.  Unless
      otherwise directed or approved by Tenant, Landlord shall engage the general
      contractor with the lowest comparable bid to perform the work.

     

    (d)           Permits and
      Approvals.  Promptly following the approval of the Construction
      Documents and the selection of the general contractor, Landlord shall cause
      its
      general contractor to commence submissions to authorities having jurisdiction
      to
      obtain all requisite applications and all other applications and drawings
      required to obtain all building, plumbing, electrical and other permits and
      approvals required by governmental authorities having jurisdiction for the
      construction of the Tenant Improvement Work depicted on the Construction
      Documents (collectively, the "Permits"), at Tenant's cost and expense;
      and Landlord shall thereafter diligently and in good faith prosecute or cause
      its general contractor to prosecute such applications to
      conclusion.  Tenant and Landlord agree to join in the aforesaid
      applications whenever such joinder shall be reasonably necessary and to
      cooperate with the other party in the processing of the aforesaid applications
      for approvals.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (e)           Performance
      of Tenant Improvement Work.  Landlord shall perform
      the work required to be performed pursuant to the Construction Documents and
      the
      Tenant Fit-Out Criteria attached hereto as Exhibit "E-2" (all such work,
      together with Tenant's designing the Premises) being referred to collectively
      herein as "Tenant's Improvement Work").  Upon reasonable prior
      notice to Landlord, Tenant and its architects and engineers shall have the
      right, at any reasonable time during the course of construction of Tenant's
      Improvement Work, to inspect the work being done to ensure that the same is
      being constructed in accordance with the approved plans therefor and in
      compliance with the requirements of this Lease, provided Tenant shall not
      interfere with Tenant's Improvement Work nor the occupancy of any other tenant
      at the Building.  Notwithstanding any approval by Landlord pursuant to
      this Section 29(e), to the extent there is any conflict between the Approved
      Preliminary Plans and/or the Construction Documents, on the one hand, and the
      Tenant Fit-Out Criteria, on the other hand, the Tenant Fit-Out Criteria shall
      control and be the prevailing standard to which the Tenant's Improvement Work
      must conform.

     

    (f)           Tenant
      Improvement Allowance.  Landlord shall provide Tenant with a one-time
      allowance (the "Tenant Improvement Allowance") equal to Sixty Dollars
      ($60.00) per rentable square foot of the Premises.  The Tenant
      Improvement Allowance shall be applied by Landlord exclusively against the
      out
      of pocket costs incurred by Landlord for (i) the Hard Costs to construct the
      Tenant Improvement Work, (ii) costs incurred by Landlord on Tenant’s behalf yet
      defined as Tenant responsibility under the Tenant Fit-Out Criteria in Exhibit
      "E-2", (iii) the preparation of required space planning, architectural
      and/or engineering documents respecting the Tenant Improvement Work, including
      costs incurred to design the Premises and to prepare and revise (A) the
      Preliminary Plans and the Approved Preliminary Plans, and (B) the Preliminary
      Construction Documents and the Construction Documents, (iv) the fabrication
      and
      installation of Tenant’s signage, and (v) obtaining required state and local
      permits and approvals respecting the Tenant Improvement Work.  The
      Tenant Improvement Allowance shall not be applied against the cost of Tenant's
      furniture, equipment, moving expenses or consultant fees, and Tenant shall
      have
      no right to credit the Tenant Improvement Allowance against
      Rent.  Tenant shall reimburse Landlord for all costs incurred by
      Landlord with respect to the Tenant's Improvement Work in excess of the Tenant
      Improvement Allowance within ten (10) days after receiving Landlord's invoice
      therefor.  In the event this lease terminates prior to the natural
      expiration of the Term, Tenant shall immediately repay to Landlord the
      unamortized portion of the Tenant Improvement Allowance.  Any excess
      Tenant Improvement Allowance remaining after substantial completion of the
      Tenant Improvement Work and the payment of all applicable sums pursuant to
      this
      Section 29 may, at Tenant's election, be applied against the next due
      installments of Rent.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (g)           Project
      Management Fee.  As consideration for Landlord
      performing the Tenant's Improvement Work, Tenant shall pay to Landlord a fee
      (the “Project Management Fee”) equal to 2.5% of all Hard Costs incurred
      in connection with the Tenant Improvement Work.  The Project
      Management Fee shall be paid by Tenant to Landlord monthly, pro rata, as Hard
      Costs are incurred for the Tenant Improvement Work.

     

    (h)           Construction
      Warranty.  Landlord covenants that it shall repair or replace at its
      expense and without including such costs in Operating Expenses (i) all defective
      materials or workmanship in the construction of the base building or the
      Tenant's Improvement Work including, without limitation, the parking facilities,
      sidewalks and landscaping, brought to its attention within one (1) year
      following substantial completion of the work in question, or within such longer
      period as may be provided by any warranty obtained by Landlord from its
      contractor or supplier, (ii) any defects in any of the building systems that
      were installed by or on behalf of Landlord including, without limitation, the
      exterior Building shell and site lighting system, the utility systems, the
      fire
      sprinkler tamper and flow-alarm system and the fire suppression system, for
      a
      period of one (1) year following substantial completion of the work in question,
      or within such longer period as may be provided by any warranty obtained by
      Landlord from its contractor or supplier with respect to such building
      system.  The foregoing shall be the sole and exclusive warranty
      relating to construction, and Tenant expressly WAIVES AND DISCLAIMS ALL OTHER
      WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF HABITABILITY,
      MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  TENANT FURTHER
      WAIVES ANY OTHER REMEDIES ARISING FROM ANY BREACH OF WARRANTIES RELATING TO
      CONSTRUCTION OF THE PREMISES, INCLUDING WITHOUT LIMITATION ANY CLAIMS FOR
      INCIDENTAL OR CONSEQUENTIAL DAMAGES.

     

    (i)           The
      parties acknowledge that the Base Building Specification are subject to the
      approval of the Navy Yard Design Review Committee and the Philadelphia
      Industrial Development Corporation.

     

    30.           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 30.  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 30.  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.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    31.           First
      Floor Coffee Shop.

     

    (a)           Option.  Commencing
      on the Effective Date and continuing until the date that is four (4) months
      after the Commencement Date (the "Option Period"), and provided no Event
      of Default has occurred under this Lease, Tenant shall have the option (the
      "Option") to lease not less than 3000 square feet on the first floor of
      the Building, in a location reasonably acceptable to Landlord and Tenant, for
      the purpose of operating a first class retail coffee shop and bakery serving
      beverages, pastries and related item for "eat-in" and "take-out" service (the
      "Coffee Shop").  If Tenant desires to exercise the Option,
      Tenant shall notify Landlord thereof in writing no later than the last day of
      the Option Period.  If Tenant fails to exercise the Option within the
      time period specified, Tenant shall been deemed to have waived the Option and
      this Section 31(a) shall be void and of no further force or
      effect.  If Tenant exercises the Option within the time period
      specified, Landlord and Tenant shall promptly proceed to negotiate in good
      faith
      a lease for the Coffee Shop (the "Coffee Shop Lease") which shall be on
      substantially identical terms to this Lease, except as follows:  (i)
      the use of the premises shall be solely for a first class retail coffee shop
      and
      bakery serving beverages, pastries and related items for "eat-in" and "take-out"
      service, (ii) services provided by Landlord, and the corresponding operating
      expenses to be paid by Tenant, shall be adjusted as required for a retail food
      service operation (including, without limitation, reflecting that Tenant shall
      provide its own janitorial services for the Coffee Shop premises), and (iii)
      the
      parties shall make such other modifications as may be reasonably necessary
      to
      reflect the retail nature of the Coffee Shop Lease.  If Landlord and
      Tenant do not enter into a mutually acceptable Coffee Shop Lease by the date
      that is the earlier of (A) twenty (20) Business Days after Tenant's exercise
      of
      its Option under this Section 31(a), or (B) one hundred thirty-five (135) days
      after the Effective Date, then the Option, as well as the Right of First Offer
      set forth in Section 31(b) below, shall be void and of no further force or
      effect and Landlord shall be free to lease the space in question, or any other
      space, to any other party at any time on any terms and conditions acceptable
      to
      Landlord.

     

    (b)           Right
      of First Offer.  Provided no Event of Default has occurred under this
      Lease, if a party unaffiliated with Landlord or Tenant requests that Landlord
      provide such third party with a proposal for the use of available retail space
      on the first floor of the Building as a retail coffee shop or bakery that does
      not serve lunch or dinner, Landlord shall notify Tenant thereof in writing
      ("Landlord's Notice"), which notice shall set forth the material business
      terms (including without limitation, the rent, term, permitted use, tenant
      allowance (if any) and other material business terms) upon which Landlord would
      be willing to lease such space for such use.  Within five (5) Business
      Days after its receipt of Landlord's Notice, Tenant shall have the right (the
      "Right of First Offer") notify Landlord in writing whether Tenant desires
      to enter into a lease to operate a Coffee Shop on the terms set forth in
      Landlord's Notice.  If Tenant fails to deliver such notice to Landlord
      within the time period specified, Tenant shall be deemed to have elected not
      to
      exercise the Right of First Offer.  If Tenant elects, or is deemed to
      have elected, not to exercise the Right of First Offer, Tenant shall have no
      further rights hereunder with respect to such space and Landlord shall be free
      to lease the space in question to any third party at any time on any terms
      and
      conditions acceptable to Landlord; provided, however, that Landlord shall not
      lease the space in question to any third party for use as a coffee shop or
      bakery that does not serve lunch or dinner for a rental rate that is less than
      95% of the rent set forth in Landlord's Notice, or on business terms that are
      materially more favorable to the tenant than those set forth in Landlord's
      Notice, without again offering the space to Tenant on such more favorable terms,
      whereupon the procedure set forth above in this Section 31(b) shall begin
      again.  If Tenant notifies Landlord of its desire to lease the space
      in question on the terms set forth in Landlord's Notice, Landlord and Tenant
      shall promptly proceed to negotiate in good faith a Coffee Shop Lease
      substantially identical to this Lease, except as follows: (i) the terms of
      the
      Coffee Shop Lease shall conform to the terms set forth in the Landlord's Notice,
      (ii) the use of the premises shall be solely for a first class retail coffee
      shop and bakery serving beverages, pastries and related items for "eat-in"
      and
      "take-out" service, (iii) services provided by Landlord, and the corresponding
      operating expenses to be paid by Tenant, shall be adjusted as required for
      a
      retail food service operation (including, without limitation, reflecting that
      Tenant shall provide its own janitorial services for the Coffee Shop premises),
      and (iv) the parties shall make such other modifications as may be reasonably
      necessary to reflect the retail nature of the Coffee Shop Lease.  If
      Landlord and Tenant do not enter into a mutually acceptable Coffee Shop Lease
      within ten (10) Business Days after Tenant's exercise of its Right of First
      Offer as set forth above, then this Section 31(b), as well as the option set
      forth in Section 31(a) above, shall be void and of no further force or
      effect and Landlord shall be free to lease the space in question, or any other
      space, to any other party at any time on any terms and conditions acceptable
      to
      Landlord.  Notwithstanding anything herein to the contrary, the Right
      of Fist Offer shall be void and of no further force or effect upon Landlord
      executing a valid lease for a coffee shop, bakery or similar use within the
      Building with a third party tenant, subject to the terms of this Section
      31(b).  If Landlord delivers a Landlord Notice pursuant to this
      Section 31(b) during the Option Period described in Section 31(a), the
      terms of Section 31(a) shall control.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    (c)           The
      provisions of this Section 31 are personal to the Tenant named in the preamble
      to this Lease, and is non-transferable to any assignee, sublessee or other
      party, other than an Affiliate of Tenant, regardless of whether any such
      assignment or sublease was made with or without Landlord's consent.

     

    32.           Additional
      Space

     

    Provided
      that no Event of Default has occurred within the immediately preceding twelve
      (12) months, that Tenant is not then in default of this Lease and that there
      then exists no event that with the giving of notice and/or the passage of time
      would constitute a default, and that Tenant is the sole occupant of the
      Premises, Tenant shall have the right of first offer to lease additional
      available space within the Building that is within Landlord's control and not
      subject to any other right of first offer or right of first refusal (the
      "Additional Space"), subject to the following:

     

    (a)           If
      Tenant desires to lease Additional Space within the Building, Tenant shall
      notify Landlord of such desire in writing.  Thereafter, for a period
      of twelve (12) months after Landlord's receipt of such notice, Landlord shall
      notify Tenant if and when Additional Space becomes available for rental by
      any
      party other than the tenant then in occupancy of the Additional
      Space.  Landlord shall have no obligation to notify Tenant of the
      availability of any Additional Space after the expiration of the aforementioned
      twelve (12) month period unless Tenant again notifies Landlord in writing of
      its
      desire to lease Additional Space, in which case the provision of the immediately
      preceding sentence shall begin again.  Tenant shall have ten (10)
      Business Days following receipt of Landlord's notice within which to notify
      Landlord in writing that Tenant is interested in negotiating terms for leasing
      such Additional Space and to have its offer considered by Landlord prior to
      the
      leasing by Landlord of the Additional Space to a third
      party.  If  Tenant notifies Landlord within such time period
      that Tenant is so interested, then Landlord and Tenant shall have 30 days
      following Landlord’s receipt of such notice from Tenant within which to
      negotiate in good faith mutually satisfactory terms for the leasing of the
      Additional Space by Tenant and to execute an amendment to this Lease
      incorporating such terms or a new lease for the Additional Space.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (b)           If
      Tenant does not notify Landlord within such ten (10) Business Days of its
      interest in leasing the Additional Space or if Tenant does not execute such
      amendment or lease within such 30 days, if applicable, then this right of first
      offer to lease the Additional Space in question will lapse and be of no further
      force or effect and Landlord shall have the right to lease all or part of such
      Additional Space to any other party at any time on any terms and conditions
      acceptable to Landlord.

     

    (c)           This
      right of first offer to lease the Additional Space is personal to the tenant
      named in the Preamble to this Lease and is non-transferable to any assignee,
      sublessee or other party, other than an Affiliate of Tenant, regardless of
      whether any such assignment or sublease was made with or without Landlord’s
      consent.

     

    33.           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.

     

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

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

     

    Landlord:

    


    L/S
      THREE CRESCENT DRIVE, LP

    


    By:  L/S
      Three Crescent Drive, LLC,

            its
      General Partner

    


           By:  Liberty
      Property/Synterra Limited

                   Partnership,
      its sole member

    


                   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:
                	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Rider
      1 to Lease Agreement

     

    (Multi-Tenant
      Office)

     

    ADDITIONAL
      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.

     

    "Affiliate"
      means (i) any entity controlling, controlled by, or under common control with,
      Tenant, (ii) any successor to Tenant by merger, consolidation or reorganization,
      and (iii) any purchaser of all or substantially all of the assets of Tenant
      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 or Property,
      as
      the case may be, other than those constructed as part of the Tenant Improvement
      Work.

     

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

     

    "Building
      Systems" means any electrical, mechanical, structural, plumbing, heating,
      ventilating, air conditioning, sprinkler, life safety or security systems
      serving the Building.

     

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

     

    "Common
      Areas" means all areas and facilities as provided by Landlord from time to
      time
      for the use or enjoyment of all tenants in the Building or Property, including,
      if applicable, lobbies, hallways, restrooms, elevators, driveways, sidewalks,
      parking, loading and landscaped areas.

     

    "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 the
      protection of human health or the environment.

     

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

     

    "Excusable
      Delay" means strikes; governmental restrictions, limitations and approvals
      which
      could not have been reasonably anticipated by Landlord; unavailability or delays
      in obtaining materials not caused by the negligence of Landlord; war or other
      national emergency; acts of terrorism; accidents; floods; delays caused by
      Tenant or Tenant's agents or contractors; fire damage or other casualties not
      caused by the negligence of Landlord; soil conditions which could not have
      been
      reasonably anticipated by Landlord; extraordinary weather conditions; or any
      cause similar or dissimilar to the foregoing beyond the reasonable control
      of
      Landlord or Landlord's contractors, subcontractors or suppliers, and not
      avoidable by the application of due diligence.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    "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.

     

    "Hazardous
      Materials" means pollutants, contaminants, toxic or hazardous wastes or other
      materials the removal of which is required or the use of which is regulated,
      restricted, or prohibited 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.

     

    "Interest
      Rate" means interest at the rate of 1 1⁄2% per month.

     

    "Land"
      means the lot or plot of land on which the Building is situated or the portion
      thereof allocated by Landlord to the Building.

     

    "Laws"
      means all laws, ordinances, rules, orders, regulations, guidelines and other
      requirements of federal, state or local governmental authorities or of any
      private association or contained in any restrictive covenants or other
      declarations or agreements, now or subsequently pertaining to the Property
      or
      the use and occupation of the Property.

     

    "Lease
      Year" means the period from the Commencement Date through the succeeding 12
      full
      calendar months (including for the first Lease Year any partial month from
      the
      Commencement Date until the first day of the first full calendar month) and
      each
      successive 12-month period thereafter during the Term.

     

    "Maintain"
      means to provide such maintenance, repair and, to the extent necessary and
      appropriate, replacement, as may be needed to keep the subject property 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 under
      this
      Lease.

     

    "Mortgage"
      means any mortgage, deed of trust or other lien or encumbrance on Landlord's
      interest in the Property 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.

     

    "Normal
      Business Hours" means 8:00 a.m. to 6:00 p.m., Monday through Friday, legal
      holidays excepted.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    "Operating
      Expenses" means all costs, charges and expenses incurred or charged by Landlord
      in connection with the ownership, operation, maintenance and repair of, and
      services provided to, the Property, including, but not limited to, (i) the
      charges at standard retail rates for any services provided by Landlord pursuant
      to Section 7 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) Landlord's cost
      to
      Maintain the Property pursuant to Section 9 of this Lease, (iv) the cost of
      trash collection, (v) all levies, taxes (including real estate taxes, sales
      taxes and gross receipt taxes), 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
      Property, 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 Property,
      (vi)
      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 (a) required by any Laws,
      (b)
      made for the purpose of reducing Operating Expenses, or (c) made for the purpose
      of directly enhancing the safety of tenants in the Building, (vii) a management
      and administrative fee, and (viii) a tenant service charge.  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 Property, (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 Property
      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.  If Landlord elects to prepay real estate taxes during
      any discount period, Landlord 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.

     

    "Plant
      Lease" means that certain Industrial Lease Agreement between Liberty
      Property/Synterra Limited Partnership, as landlord, and Tenant, as tenant,
      dated
      May 8, 2007, respecting Tenant's industrial baking facility located in the
      Girard Point portion of the Navy Yard, as more particularly described in the
      Plant Lease.

     

    "Property"
      means the Land, the Building, the Common Areas, and all appurtenances to
      them.

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    "Rent"
      means the Minimum Annual Rent, Annual Operating Expenses and any other amounts
      payable by Tenant to Landlord under this Lease.

     

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

     

    "Tenant's
      Share" means the percentage obtained by dividing the rentable square feet of
      the
      Premises by the rentable square feet of the Building, as set forth in Section
1 of this Lease.

     

    "Transfer"
      means (i) any assignment, transfer, pledge or other encumbrance of all or a
      portion of Tenant's interest in this Lease, (ii) any sublease, license or
      concession of all or a portion of Tenant's interest in the Premises, or (iii)
      any transfer of a controlling interest in Tenant.

     

     

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