Exhibit
10.2


 


WYOMISSING
PROFESSIONAL CENTER


 


SUMMARY OF LEASE
TERMS


 


The terms of this Lease
(the “Lease”) set forth on these summary pages (the “Summary”) are for
convenience and are subject to further explanation in the Lease.  All terms defined on these summary pages are
incorporated by reference into the Lease as if set forth in their entirety
therein.


 


	
   

  	
   

  	
   

  	
   

  	
  Reference

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Landlord’s Name and Address:

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wyomissing Professional
  Center, Inc.

  (the “Landlord”)

  825 Berkshire
  Boulevard - Suite 203

  Wyomissing,
  Pennsylvania 19610

  Attention:
  Mr. Stephen J. Najarian

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Tenant’s Name and Address:

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Penn National Gaming,
  Inc.

  (the “Tenant”) 

  825 Berkshire Boulevard

  Suite 200

  Wyomissing, PA 19610

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Leased Premises:

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The area shown on
  Exhibit “A” attached hereto and made a part hereof (the “Premises”),
  containing approximately 5,500 square feet of rentable floor area situate on
  the ground floor of a building located at 875 Berkshire Boulevard, Wyomissing,
  PA 19610 (the “Building”) constructed on the land. The Building contains
  approximately 27,702 square feet of rentable floor area. Determination
  of actual rentable and usable areas will be made subsequent to completion of
  design of Tenant interior layout, and the space will be measured in
  accordance with BOMA standards.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Building Location: 

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Building is located
  on a tract of land (the “Land”) consisting of approximately 15 acres, located
  on the North side of Berkshire Boulevard, and the East side of Paper Mill
  Road in the Borough of Wyomissing, Berks County, Pennsylvania.

  	
   

  	
   

  	
   

  



 


i





















 


	
  5.

  	
   

  	
  Parking Spaces: 

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In connection with its
  use of the Premises, Tenant shall have the right to use a total of (22)
  undesignated parking spaces of which five (5) spaces may be designated
  (collectively, the “Parking Spaces”) in the parking area adjacent to the
  Building.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Date of Lease: 

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  April 5, 2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Commencement Date:

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The term of this Lease
  shall commence on the first to occur of (a) the date on which Tenant
  takes occupancy of or commences business at the Premises, or (b) the
  date of substantial completion, being the date when a certificate of
  occupancy for the Premises is issued by the applicable municipal authority,
  or (c) June 1, 2005 the “Commencement Date”).

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Term: 

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Three (3) years from
  the first day of the first full month of occupancy after the Commencement
  Date (the “Term”). Tenant shall have the option to extend this lease for one
  (1) period of five (5) years (the “Renewal Period”) on the same terms and
  conditions as contained in the Lease for the initial Term.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Fixed Annual Minimum
  Rent: 

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Starting rent based on
  $12.50 per rentable square foot. Rent to be pro-rated during any partial
  months. 2.5% annual increase over prior year’s Annual Minimum Rent. 

  	
   

  	
   

  	
   

  



 


	
  Period

  	
   

  	
  Lease

  Year

  	
   

  	
  Approx.

  RSF

  	
   

  	
  Rate

  PRSF

  	
   

  	
  Annual

  Min Rent

  	
   

  	
  Monthly

  Min Rent

  	
   

  
	
  Initial Term

  	
   

  	
  1

  	
   

  	
  5,500

  	
   

  	
  $

  	
  12.50

  	
   

  	
  $

  	
  68,750.00

  	
   

  	
  $

  	
  5,729.17

  	
   

  
	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
  $

  	
  12.81

  	
   

  	
  $

  	
  70,468.75

  	
   

  	
  $

  	
  5,872.40

  	
   

  
	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
  $

  	
  13.13

  	
   

  	
  $

  	
  72,230.47

  	
   

  	
  $

  	
  6,019.21

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Renewal Period

  	
   

  	
  4

  	
   

  	
   

  	
   

  	
  $

  	
  13.46

  	
   

  	
  $

  	
  74,036.23

  	
   

  	
  $

  	
  6,169.69

  	
   

  
	
   

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
  $

  	
  13.80

  	
   

  	
  $

  	
  75,887.14

  	
   

  	
  $

  	
  6,323.93

  	
   

  
	
   

  	
   

  	
  6

  	
   

  	
   

  	
   

  	
  $

  	
  14.14

  	
   

  	
  $

  	
  77,784.31

  	
   

  	
  $

  	
  6,482.03

  	
   

  
	
   

  	
   

  	
  7

  	
   

  	
   

  	
   

  	
  $

  	
  14.50

  	
   

  	
  $

  	
  79,728.92

  	
   

  	
  $

  	
  6,644.08

  	
   

  
	
   

  	
   

  	
  8

  	
   

  	
   

  	
   

  	
  $

  	
  14.86

  	
   

  	
  $

  	
  81,722.15

  	
   

  	
  $

  	
  6,810.18

  	
   

  



 


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  10.

  	
   

  	
  Tenant’s Share of
  Expenses (“Premises Expenses”):

  	
   

  	
  4(c)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tenant to pay full
  pro-rata share of all operating expenses. First year budget estimated at
  $3.94 per square foot of rentable floor area, not including in-suite
  janitorial expenses. 

  	
   

  	
  Exhibit “B”

  	
   

  



 


	
  Lease

  Year

  	
   

  	
  Expenses

  Est PRSF

  	
   

  	
  Annual

  Est Expenses

  	
   

  	
  Monthly

  Est Expenses

  	
   

  
	
  1

  	
   

  	
  $

  	
  3.94

  	
   

  	
  $

  	
  21,670.00

  	
   

  	
  $

  	
  1,805.83

  	
   

  
											



 


	
  11.

  	
   

  	
  Building Standard Work
  Allowance:

  	
   

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No allowance to be
  provided by Landlord. The entire cost for the Fit – Up improvements to be
  borne by the Tenant

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Security Deposit:

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Waived

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Use of Premises:

  	
   

  	
  6

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  General office uses
  (the “Permitted Use”).

  	
   

  	
   

  	
   

  



 


iii





















 


IN WITNESS WHEREOF, and
intending to be legally bound hereby, Landlord and Tenant have caused this
Summary of Lease Terms to be duly executed this 5th day April, 2005.


 


THIS
LEASE MUST BE EXECUTED FOR TENANT, IF A CORPORATION, BY THE PRESIDENT OR VICE
PRESIDENT AND ATTESTED BY THE SECRETARY OR ASSISTANT SECRETARY, UNLESS THE
BY-LAWS OR A RESOLUTION OF THE BOARD OF DIRECTORS SHALL OTHERWISE PROVIDE, IN
WHICH EVENT A CERTIFIED COPY OF THE BY-LAWS OR RESOLUTION, AS THE CASE MAY BE,
MUST BE FURNISHED TO LANDLORD.


 


	
   

  	
   

  	
   

  	
  “LANDLORD”:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  WYOMISSING PROFESSIONAL
  CENTER, INC.,

  
	
   

  	
   

  	
   

  	
  a Pennsylvania
  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By 

  	
  /s/ Stephen J. Najarian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Stephen J. Najarian,
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  “TENANT”:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  PENN NATIONAL GAMING,
  INC.,

  
	
   

  	
   

  	
   

  	
  a Pennsylvania
  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
      /s/
  Susan M. Motgomery

  	
   

  	
   

  	
  By:

  	
  /s/ Robert S. Ippolito

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Susan M. Motgomery

  	
   

  	
   

  	
  Name:

  	
  Robert S. Ippolito

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President,
  Secretary & Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  	
  April 5, 2005

  	
   

  
																



 


iv





















 


TABLE OF CONTENTS


 


	
  1.

  	
  PREMISES

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  TERM

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  RENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  TENANT’S SHARE OF
  EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  SECURITY DEPOSIT

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  USE

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  SERVICES AND FACILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  UTILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  CONSTRUCTION OF BUILDING

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  BUILDING STANDARD
  WORK ALLOWANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  SIGNS

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  AFFIRMATIVE
  COVENANTS OF TENANT

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  NEGATIVE COVENANTS OF
  TENANT

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  NO MECHANICS’ LIENS

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  LANDLORD’S RIGHT TO ENTER

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  RELEASE OF LANDLORD

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  ASSIGNMENT AND
  SUBLETTING

  	
   

  



 


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  18.

  	
  ENVIRONMENTAL COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  19.

  	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  LIABILITY INSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  21.

  	
  FIRE OR OTHER CASUALTY

  	
   

  
	
   

  	
   

  	
   

  
	
  22.

  	
  WAIVER OF SUBROGATION

  	
   

  
	
   

  	
   

  	
   

  
	
  23.

  	
  NO IMPLIED EVICTION

  	
   

  
	
   

  	
   

  	
   

  
	
  24.

  	
  CONDEMNATION

  	
   

  
	
   

  	
   

  	
   

  
	
  25.

  	
  LANDLORD’S
  RIGHT TO PAY TENANT EXPENSES

  	
   

  
	
   

  	
   

  	
   

  
	
  26.

  	
  EVENTS OF DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  27.

  	
  LANDLORD’S REMEDIES

  	
   

  
	
   

  	
   

  	
   

  
	
  28.

  	
  CONFESSION OF
  JUDGMENT FOR DAMAGES

  	
   

  
	
   

  	
   

  	
   

  
	
  29.

  	
  CONFESSION OF
  JUDGMENT IN EJECTMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
  RIGHT OF ASSIGNEE OF
  LANDLORD

  	
   

  
	
   

  	
   

  	
   

  
	
  31.

  	
  REMEDIES CUMULATIVE

  	
   

  
	
   

  	
   

  	
   

  
	
  32.

  	
  TENANT’S WAIVERS

  	
   

  
	
   

  	
   

  	
   

  
	
  33.

  	
  ATTORNMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  34.

  	
  SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  35.

  	
  EXECUTION OF DOCUMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  36.

  	
  ESTOPPEL AGREEMENTS

  	
   

  



 


vi





















 


	
  37.

  	
  CONDOMINIUM CONVERSION

  	
   

  
	
   

  	
   

  	
   

  
	
  38.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  
	
  39.

  	
  BINDING EFFECT

  	
   

  
	
   

  	
   

  	
   

  
	
  40.

  	
  SURVIVAL OF VALID TERMS

  	
   

  
	
   

  	
   

  	
   

  
	
  41.

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  42.

  	
  PROHIBITION AGAINST
  RECORDING

  	
   

  
	
   

  	
   

  	
   

  
	
  43.

  	
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  44.

  	
  LIABILITY OF LANDLORD

  	
   

  
	
   

  	
   

  	
   

  
	
  45.

  	
  CAPTIONS AND HEADINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  46.

  	
  NO BROKERAGE COMMISSION

  	
   

  
	
   

  	
   

  	
   

  
	
  47.

  	
  QUIET ENJOYMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  48.

  	
  WAIVER OF TRIAL BY JURY

  	
   

  
	
   

  	
   

  	
   

  
	
  49.

  	
  OWNER’S ASSOCIATION

  	
   

  



 


vii





















 


LEASE AGREEMENT


 


IN CONSIDERATION of the
mutual promises contained herein, and intending to be legally bound hereby,
Landlord and Tenant, in addition to the foregoing Summary, agree as follows:


 


1.             PREMISES.  Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the Premises. 
In connection with its use of the Premises, Tenant shall have the right
to use the Parking Spaces.


 


2.             TERM.


 


(a)           The Term of this
Lease shall commence on the Commencement Date, unless construction is delayed
as provided in Paragraph 9(b).


 


(b)           Within thirty
(30) days after the Commencement Date, Landlord and Tenant shall execute a
letter agreement specifying the Commencement Date.  Failure to execute such letter agreement
shall in no way cause this Lease not to remain in full force and effect.


 


(c)           The Term of the Lease shall be three
(3) years and shall include a renewal period as defined in Section 2.(d) below.


 


(d)           Provided Tenant has not given written
notice to Landlord at least one hundred eighty (180) days prior to the
expiration of the initial three (3) year term that it intends to terminate the
Lease at the end of the initial term, the Lease shall automatically renew for
one (1) five (5) year renewal period (the “Renewal Period”) under the same
terms and conditions of the initial lease period.


 


(e)            Tenant shall surrender and deliver
up the Premises at the end of the Term of this Lease in good order and
condition as of the date of execution hereof, reasonable use and natural wear
and tear excepted. 
If Tenant fails to surrender the Premises to Landlord on the date as
required herein, Tenant shall hold Landlord harmless from all damages, direct
and indirect, resulting from Tenant’s failure to surrender the Premises as
herein provided, including but not limited to claims made by a succeeding
tenant resulting from Landlord’s inability to deliver the Premises, or any part
thereof, due to Tenant’s failure to surrender the Premises.


 


Should the Tenant, without the express written consent of the Landlord,
continue to hold and occupy the Premises after the expiration of the Term of
this Lease, such holding over shall be considered a tenancy at sufferance, and
not for any other term whatsoever, which may be terminated by the Landlord at
the will of the Landlord by giving Tenant written notice thereof, and at any
time thereafter the Landlord may re-enter and take possession of the Premises,
by force or otherwise.  Rent during any such
holding over shall be charged and paid by Tenant at the rate of 150% of the
monthly rent reserved herein as the monthly rental due for that month
immediately preceding the holding over.


 


(f)            Definition of Lease Year: A “Lease
Year,” as herein referred to, shall consist of that full twelve (12) month
period commencing on the first day of the first full month during which this
Lease is in full force and effect and of each full twelve (12) month period
thereafter.  If the


 


2





















 


Commencement Date of this Lease, as provided aforesaid, is a day not
the first day of the month, the first lease year shall consist of the remainder
of that first month and the first full twelve (12) months thereafter.


 


3.             RENT.


 


(a)           During the term
of this Lease, Tenant shall pay Landlord the Annual Minimum Rent in equal
monthly installments.  To the extent that
the actual rentable floor area of the Premises is different from the area shown
on the Summary, as certified by Landlord’s architect, the Annual Minimum Rent
shall be adjusted accordingly.


 


(b)           All rent shall be
payable in advance, without demand, on the first day of each calendar month
during the term of this Lease, except the first monthly installment shall be
paid upon the signing of this Lease.  The
first and last monthly payments shall be prorated on a per diem basis for any
period less than a full calendar month.


 


(c)           All rent and
additional rent shall be payable without any deduction, offset or
counterclaim.  All rent and additional
rent due hereunder shall be payable in immediately available funds at Landlord’s
address set forth in the Summary or at such other place as may be designated by
Landlord.


 


(d)           Tenant shall also
pay as rent any sums which may become due by reason of the failure of Tenant to
comply with any covenants of this Lease and any damages, costs, expenses and
reasonable attorneys’ fees which Landlord may incur by reason of any failure on
Tenant’s part to comply with any covenants of this Lease.


 


(e)           Tenant shall pay
a late charge at the rate of ten percent (10%) on each dollar of rent, or any
other sum collectible as rent under this Lease, which is not paid within ten
(10) days after the same is due.


 


(f)            This Lease shall
be deemed and construed to be a “net-net-net” lease, so that the Annual Minimum
Rent provided for herein shall be an absolute net return to Landlord throughout
the term of this Lease, free of any expense, charge or other deduction
whatsoever, with respect to the Premises and/or the ownership, leasing,
operation, maintenance, repair, rebuilding, use or occupation thereof, or of
any portion thereof, or with respect to any interest of Landlord therein,
except as may be expressly provided for otherwise herein.


 


4.             TENANT’S SHARE OF EXPENSES.


 


(a)           In addition to
the payment of Annual Minimum Rent as provided herein, Tenant shall pay as
additional rent hereunder its proportionate share (as described in
Paragraph 4(c)) of all Expenses (as hereinafter defined) incurred during
each calendar year of the term of this Lease, as provided herein.  For purposes hereof, “Expenses” shall mean
all real estate taxes, real estate assessments, insurance premiums (other than
Tenant’s liability insurance), and other costs and expenses of every type and
character incurred by Landlord in operating and maintaining the Building and
the Land (or portion of the Land relating to the Building), including without
limitation, the common areas thereof, all fixtures and equipment therein or
thereon, water and sewer charges as metered, repair and


 


3





















 


maintenance of fixtures, equipment and utility systems relating to the
Premises, janitorial services (if any) provided to Tenant, trash removal costs
pertaining to the Building, grass cutting, landscape maintenance, snow removal
and parking area repair, maintenance, repaving, cleaning and striping, costs of
lighting the parking area, and all fees, charges and expenses imposed or
assessed against the Building and its owner(s) by any applicable owners
association.  Expenses shall be pre-paid
on a monthly basis during each calendar year of the term of this Lease as
provided herein.  Attached hereto as Exhibit ”B” and made a part hereof is the current
budget estimate and operating description for the operation of the Building and
the Land.  All items on the budget shall
be included as Expenses, but other Expenses may be incurred from time to time.


 


(b)           For purposes
hereof, “Expenses” shall not include:


 


(i)  Costs
for which Landlord is reimbursed or indemnified (either by an insurer,
condemnor, tenant, warrantor or otherwise) or, in the event Landlord fails to
properly insure the Building, then Expenses shall not include expenses for
which Landlord would have been reimbursed if Landlord had adequately insured
the Building.


 


(ii) 
Expenses incurred in leasing or procuring tenants, including lease
commissions, advertising expenses, management and leasing offices, lease
negotiation and review, expenses and renovating space for tenants, and legal
expenses incurred in enforcing the terms of any tenant leases.


 


(iii) 
Interest or amortization payments on any mortgages.


 


(iv)  Costs representing an
amount paid to an affiliate of Landlord which is in excess of the amount which
would have been paid in the absence of such relationship.


 


(v)  Costs
specifically billed to and paid by specific tenants, including, without
limitation, expenses for work performed for other tenants in the Building and
expenses to be billed to other tenants for excess utility use or other services
that are beyond normal office use.  There
shall be no duplication of costs or reimbursement.


 


(vi)  Depreciation and costs
incurred by Landlord for alterations that are considered capital improvements
and replacements under generally accepted accounting principles consistently
applied, except that the annual amortization of these costs shall be included
in the following two instances:


 


(A)          The
annual amortization over its useful life (not to be less than ten (10) years)
with a reasonable salvage value on a straight line basis of the cost of any
improvement made by Landlord and required by any changes in applicable laws,
rules, or regulations of any governmental authority enacted after the Building
was fully assessed as a completed and occupied unit and the Lease was signed.


 


(B)           The
annual amortization over its useful life (not to be less than ten (10) years)
with a reasonable salvage value on a straight line basis of the cost of any
equipment or capital improvements made by Landlord after the Building was fully
assessed as a completed and occupied unit and the Lease was signed, as a
labor-saving


 


4





















 


measure
or to accomplish other savings in operating, repairing, managing, or
maintaining of the Building or Land, but only to the extent of the savings
realized.


 


(vii) 
Salaries other than salary for a building manager and/or maintenance
personnel or salary reimbursement to the Landlord equal to $0.25 per rentable
square foot of floor area annually.


 


(viii) 
Landlord’s personal property and Landlord’s own occupancy costs, if any,
in the Building.


 


(c)           The portion of
Expenses which are applicable to the Premises (the “Premises Expenses”) shall
be determined by multiplying the Expenses by a fraction, the numerator of which
is the rentable floor area of the Premises as shown on the Summary and the
denominator of which is the aggregate number of rentable floor area in the
Building as shown on the Summary.  In
addition, Tenant shall have responsibility for the entire amount of Expenses
relating directly to the cost of operating the Premises, which does not include
any other portion of the Building Common Area, such as janitorial services or
the repair, maintenance, or Tenant required modification of the heating,
ventilating or air-conditioning (“HVAC”) system relating directly to the
Premises.  Tenant shall be responsible
for its proportionate share of the entire amount of janitorial services and
maintenance costs relating directly to the Building Common Area, on an occupied
area basis.


 


(d)           Tenant agrees to pay Landlord as
additional rent hereunder all Premises Expenses incurred during the term of
this Lease, including any and all increases in the Premises Expenses.


 


(e)           Tenant shall pay
Landlord monthly, in advance, on the first day of each calendar month during
the term of this Lease, and pro rata for the fraction of any month, the sum
estimated by Landlord to be one-twelfth (1/12th) of  Tenant’s share of all Premises Expenses.  If at any time and from time to time it is
determined by Landlord that Tenant’s estimated payments will be insufficient to
pay Tenant’s share of such Premises Expenses, the Landlord shall have the right
to adjust the amount of Tenant’s estimated payments upon thirty (30) days prior
written notice, and Tenant agrees to thereafter pay the adjusted estimated
payment on a monthly basis.


 


(f)            Within one
hundred twenty (120) days after the end of each calendar year, Landlord shall
deliver to Tenant (i) a written itemization of Expenses for the prior
Lease year and (ii) an estimate of the then current Lease year’s Expenses
and Tenant’s share of the Premises Expenses. 
An adjustment shall be made between the aggregate total of Tenant’s
share of estimated Premises Expenses actually paid by Tenant during the prior
Lease year, and Tenant’s share of Premises Expenses actually incurred during
the prior Lease year, so that Landlord shall reimburse Tenant for any excess
paid by Tenant, and Tenant shall pay any deficiency to Landlord within ten (10)
days of demand.  If Tenant disagrees with
the accuracy of the Expenses as set forth in Landlord’s itemization statement,
Tenant shall give written notice to Landlord to that effect, but shall
nevertheless make payment in accordance with the terms of this Paragraph.


 


(g)           Landlord shall
permit Tenant to inspect its records with respect to the Expenses at a mutually
convenient time and place.  Any
information obtained by Tenant pursuant to the provisions of this Paragraph
shall be treated as confidential, except in any litigation between the parties.


 


5





















 


(h)           If due to a
change in the laws presently governing taxation, any franchise tax or tax on
income, profit, rentals or occupancies from or of the Premises shall be levied
or imposed against the Landlord (other than business privilege tax, which is
considered an Expense) in lieu of any tax or assessment that would otherwise
constitute a real estate tax, such franchise, income, profit tax or tax on
rentals shall be deemed to be a real estate tax and included as part of the
Expenses.


 


5.             SECURITY DEPOSIT.  INTENTIONALLY DELETED


 


6.             USE. 
The Premises shall be used only for the Permitted Use and shall not be
used for any other purpose.  Tenant will
not use, and will not permit the use of, the Premises for any purpose which is
unlawful or in violation of any statute, ordinance, rule, regulation or
restriction governing the use of the Premises.


 


7.             SERVICES AND FACILITIES.  The following services and facilities shall
be supplied by Landlord to Tenant in connection with Tenant’s use of the
Premises, in common (where applicable) with other tenants of the Building:


 


(a)           The cost of the
services described in this Paragraph are to be included as part of the Premises
Expenses, except for electricity and gas, which shall be billed directly to the
Tenant from the utility companies.


 


(b)           Landlord shall
furnish and maintain HVAC equipment and facilities for the Premises, in
accordance with Tenant’s layout and specifications, for the comfortable
occupancy of the Premises.  Comfortable
Occupancy shall mean temperatures of 68°-75°F throughout the Premises on a
year-round basis (Winter: interior 68o F (no humidity control) at
outdoor conditions 10o F DB, Summer: interior 75o F (at
50% RH) at outdoor conditions 93o F DB / 75o F WB),
provided Tenant does not exceed an electrical load of six (6) watts per square
foot and an occupancy level of one person for each 150 square feet. If
Comfortable Occupancy cannot be maintained under the conditions set forth
above, Tenant shall give notice to Landlord and Landlord shall review Tenant’s
observations. HVAC shall be under Tenant’s control with respect to the hours of
operation.  Tenant shall pay directly for
the electricity and gas it consumes for HVAC.


 


(c)           Landlord shall
maintain and repair the HVAC, electrical and plumbing systems servicing the
Premises, the ceiling and lighting in the Premises, and the Building, its
common areas, exterior, and all of the Building systems in a first class
manner.  The costs of this maintenance
shall be included as part of the Expenses.


 


(d)           Landlord shall
provide lamping of all lighting fixtures in the Premises.


 


(e)           Landlord shall
have no responsibility or liability to Tenant, nor shall there be any abatement
in rent, for any failure to supply any services or facilities as provided
herein during such period as Landlord deems advisable or necessary in order to
make repairs, alternations or improvements or because of labor disturbances,
strikes, accidents or any other causes beyond Landlord’s control.


 


6





















 


(f)            Landlord shall
be responsible, at Landlord’s sole cost and expense, for structural repairs and
replacement of HVAC units installed in the Building.  Except as otherwise provided in
Paragraph 7(c) hereof, these repairs shall not be included as part of the
Expenses.


 


8.             UTILITIES.  Landlord shall install meters for measuring
Tenant’s electric and gas usage and all other utility services to the Premises,
and Tenant shall pay the utility company directly for such usage, which shall
be in addition to the Expenses as defined herein.


 


9.             CONSTRUCTION OF BUILDING.


 


(a)           Landlord has
constructed the Building on the Land in accordance with its plans and
specifications for the Building.


 


(b)           If the Landlord
is delayed at any time in the progress of constructing any improvements to the
Premises by changes requested by Tenant, by labor disputes, unavailability of
materials or supplies, fire, war or civil disobedience, unusual delay in transportation,
unavoidable casualties, acts of God, or any other cause beyond the Landlord’s
control, the Commencement Date shall be extended for a period of time equal to
the period of such delay.


 


(c)           Landlord warrants
and represents to Tenant that no part of the Premises or Building (including
the walls, ceilings, structural steel, flooring and pipes) shall be wrapped,
insulated or fireproofed with any asbestos, asbestos-containing material or
other hazardous material.


 


10.           BUILDING STANDARD WORK ALLOWANCE.


 


(a)           Subject to
Landlord’s prior review and approval from an engineering standpoint, Tenant, at
its sole cost and expense shall construct the interior improvements to be made
to the Premises in accordance with and as indicated on Tenant’s plans and specifications,
attached hereto as Exhibit “C”.  All such
work shall be performed by Landlord’s contractor and billed at the rate of the
subcontractor’s or supplier’s cost plus a total of 15% for construction
management fee, overhead, and builder’s profit.


 


(b)           If, following
written agreement by Tenant and Landlord, additional work is performed in the
Premises by the Landlord, Tenant agrees to pay for the excess amount promptly
upon billing therefor.


 


11.           SIGNS. Landlord agrees to allow exterior
signage as described on Exhibit “D”. All such signage shall be constructed and
maintained at Tenant’s expense


 


12.           AFFIRMATIVE COVENANTS OF TENANT.  Tenant covenants and agrees that it will
without demand:


 


(a)           Comply with all
requirements of any governmental authorities which apply to Tenant’s use of the
Premises.  Promptly comply, or cause
compliance, with all laws and ordinances and the orders, rules, regulations and
requirements of all federal, state, county and municipal governments and
appropriate departments, commissions, boards and officers thereof, foreseen or


 


7





















 


unforeseen, ordinary or extraordinary, and whether or not within the
present contemplation of the parties hereto or involving any change of
governmental policy and irrespective of the cost thereof, which may be
applicable to the Premises, including, without limitation, the fixtures and
equipment thereof and the use or manner of use of the Premises.


 


(b)           Comply with the
rules and regulations from time to time made by Landlord for the safety, care, upkeep and cleanliness of the Premises, the Building
and the Land.  Tenant agrees that such
rules and regulations shall, when written notice thereof is given to Tenant,
form a part of this Lease.


 


(c)           Keep the Premises
and Building Common Area in good order and condition, excepting only ordinary
wear and tear and damage by accidental fire or other casualty not occurring
through the action or negligence of Tenant or its agents, employees and
invitees.


 


(d)           Peaceably deliver
up and surrender possession of the Premises to Landlord at the expiration or
sooner termination of this Lease, in the same condition in which Tenant has
agreed to keep the Premises during the term of this Lease, and promptly deliver
to Landlord at its office all keys for the Premises.


 


(e)           Give to Landlord
prompt written notice of any accident, fire or damage occurring on or to the
Premises within twenty-four (24) hours of occurrence thereof.


 


(f)            Give to Landlord
a copy of any written notice concerning the Premises within twenty-four (24)
hours of Tenant’s receipt thereof.


 


(g)           Cause its
employees and visitors to park their cars only in those portions of the parking
area as may be designated for that purpose by Landlord, and not use or permit
the use of any more parking spaces in the parking area than are permitted in
Paragraph 1 herein.


 


(h)           Promptly upon
Landlord’s request, deliver to Landlord’s lender copies of Tenant’s annual
financial statements for the past two (2) years.


 


13.           NEGATIVE COVENANTS OF TENANT.  Tenant covenants and agrees that it will do
none of the following without the prior written consent of Landlord:


 


(a)           Place or allow to
be placed any sign, projection or device upon the Premises or on the inside or
outside of the Building contrary to the provisions of this Lease.


 


(b)           Make any
alterations, improvements or additions to the Premises.  All alterations, improvements, additions or
fixtures, whether installed before or after the execution of this Lease, shall
remain upon the Premises at the expiration or sooner termination of this Lease
and become the property of Landlord, unless Landlord, prior to the termination
of this Lease, shall have given written notice to Tenant to remove the same, in
which event Tenant shall remove such alterations, improvements and additions or
fixtures, and restore the Premises to the same good order and condition in
which they were upon initial occupancy. 
However, notwithstanding the provisions of the preceding paragraph,
Tenant may remove any alterations, improvements, additions or fixtures that are
reasonably removable, without causing excessive damage to the Premises, that
are or will be installed as part of the 


 


8





















 


Interior Improvements set
forth in Exhibit “C” hereto or installed by Tenant at Tenant’s cost during the
term of this Lease, providing Tenant restores the Premises to the same good
order and condition in which they were upon initial occupancy, reasonable wear
and tear excepted.


 


(c)           Do or suffer to
be done any act objectionable to any insurance company whereby the insurance or
any other insurance now in force or hereafter placed on the Premises or the
Building shall become void or suspended, or whereby the same shall be rated as
a more hazardous risk than at the date of the signing of this Lease.  In case of a breach of this covenant (in
addition to all other remedies herein given to Landlord) Tenant agrees to pay
Landlord as additional rent any and all increases of premiums on insurance
reasonably carried by Landlord on the Premises or the Building caused in any
way by the use or occupancy of the Premises by the Tenant.


 


14.           NO MECHANICS’ LIENS.


 


(a)           Subsequent to the
Commencement Date, any construction work performed by or at the direction of
Tenant within the Premises shall be performed in a good and workmanlike manner,
and in accordance with the requirements of all applicable laws.  Tenant, at its sole cost and expense, shall
apply for and provide with reasonable diligence all necessary permits and
licenses required for any such construction work.  Prior to the commencement of any work or
delivery of any materials to the Premises, Building or Land, Tenant shall cause
each contractor to sign a Waiver of Right to File Mechanics’ Liens and
Mechanics’ Lien Claims, which shall be filed in the Office of the Prothonotary
in the Court of Common Pleas of Berks County, Pennsylvania.  Tenant shall keep the Premises, Building and
Land free from any and all liens arising out of any work performed, materials
furnished or obligations incurred by or for Tenant, and agrees to bond against
or discharge any mechanic’s or materialmen’s lien within ten (10) days after
the filing or recording of any such lien. 
Tenant shall reimburse Landlord for any and all costs and expenses which
may be incurred by Landlord by reason of the filing of any such liens and/or
the removal of same, such reimbursement to be made within ten (10) days after
Landlord has given Tenant a statement setting forth the amount of such costs
and expenses.  The failure of Tenant to
pay any such amount to Landlord within such 10-day period shall carry with it
the same consequences as failure to pay any installment of rent hereunder.


 


(b)           Prior to the
commencement of any work hereunder, Tenant shall cause each of its contractors
to indemnify Landlord and hold it harmless from and against all personal injury
and property damage liability incurred during the course of its work and to
provide a builder’s “all-risk” insurance policy, which policy will be in force
during the entire term of the work being performed on the Premises.  The insurance shall be in an amount
acceptable to the Landlord and the Tenant, and shall name the Tenant, the
Landlord and the Landlord’s lender, as their respective interests may appear,
as additional insureds.  The insurance
coverage shall provide for at least thirty (30) days’ notice of cancellation,
non-renewal or change.  A certificate of
insurance satisfactory to the Tenant, Landlord and Landlord’s lender, shall be submitted to the Landlord and the Landlord’s
lender prior to the commencement of any work in the Premises.


 


(c)           Within thirty
(30) days after completion of any construction in the Premises, Tenant shall
deliver to Landlord a complete set of “as built” plans of such work, including
without limitation, architectural, mechanical, plumbing and electrical plans,
certified to Landlord by a duly licensed Pennsylvania engineer.


 


9





















 


15.           LANDLORD’S RIGHT TO ENTER.  Tenant shall permit Landlord, Landlord’s
agents, servants, employees, and prospective buyers or any other persons
authorized by Landlord, to inspect the Premises at any time, and to enter the
Premises for the purposes of cleaning and, if Landlord shall so elect, for
making reasonable alterations, improvements or repairs to the Building, or for
any reasonable purpose in connection with the operation and maintenance of the
Building, and during the last one (1) year of the term of this Lease, for the
purpose of exhibiting the same for sale or lease.  Landlord or its agents shall have the right
(but shall not be obligated) to enter the Premises in any emergency at any time
without prior notice to Tenant, but Landlord shall notify Tenant by telephone
of such entry either during or immediately following such emergency.


 


16.           RELEASE OF LANDLORD.


 


(a)           Unless caused by
the negligence of Landlord, or unless Landlord fails to perform its duties
under this lease, Tenant shall be responsible for and hereby relieves Landlord
from any and all liability by reason of any injury, loss, or damage to any
person or property in the Premises, whether the same be due to fire, breakage,
leakage, water flow, gas, use, misuse, or defects therein, or condition
anywhere in the Premises, failure of water supply or light or power or
electricity, wind, lightning, storm, or any other cause whatsoever, whether the
loss, injury or damage be to the person or property of Tenant or any other
persons.


 


(b)           Tenant
acknowledges that Tenant has inspected the Premises and that the Premises are
being leased “AS IS” as a result of such inspection and not as a result of any
representations made by Landlord. 
Landlord makes no representation or warranty to Tenant, express or
implied, that the Premises are free from hazardous or toxic substances,
materials or wastes which are or become regulated by any federal, state or
local governmental authority or that the Premises are in compliance with any
federal, state or local environmental laws or regulations.  Tenant acknowledges that the Premises are in
a reasonable and acceptable condition of habitability for their intended use,
and the agreed rental payments are fair and reasonable.


 


(c)           Tenant
acknowledges and agrees that Landlord shall not be liable to Tenant for any
loss to Tenant or injury to its property or to the property of any other person
by reason of the construction of the Building and other improvements located
upon the Premises, the materials used in said construction, the design thereof,
the condition thereof, any defects therein, or any alterations, additions,
improvements, changes or replacements thereto and thereof.


 


(d)           Landlord shall
not be liable to Tenant for any damages, compensation, or claim by reason of
the inconvenience or annoyance arising from the necessity of repairing any
portion of the Premises or the Building or improvements erected thereon,
interruption in the use or occupancy thereof, or the termination of this Lease
by reason of the partial or total destruction of the Premises or the Building
and improvements erected thereon.


 


(e)           Without limiting
the effect of the release stated in Paragraphs 16(a) through (d) above,
Landlord shall not be deemed in breach of this Lease for any reason whatsoever
unless (i) Tenant shall have delivered to Landlord written notice setting
forth the specific details of all facts, events or occurrences upon which
Tenant relies in asserting such breach, and (ii) Landlord shall have
failed to cure the alleged breach within thirty (30) days of receipt of such
written notice, it being agreed that any breach which is of a type that
reasonably requires longer than thirty (30) days to cure


 


10





















 


shall be deemed cured within such
30-day period if Landlord commences to cure such breach within such 30-day
period and diligently proceeds to complete the cure of such breach thereafter.


 


17.           ASSIGNMENT AND SUBLETTING.


 


(a)           Except as
otherwise provided in the immediately following sentence, Tenant shall not
assign, mortgage or pledge this Lease, or sublet the Premises or any part
thereof, or permit any other person to occupy the Premises or any part thereof,
without the prior written consent of Landlord. 
Such prior consent shall not be required if Tenant makes an assignment
or sublease to (i) any corporation or other legal entity which owns
directly or indirectly all or substantially all of the stock of Tenant,
(ii) any corporation or other legal entity of which more than one-half the
stock is owned by Tenant, or (iii) any corporation into which Tenant may
be converted or with which Tenant may be merged, provided that prior to taking
possession of any part of the Premises, such corporation or other legal entity
shall sign an assumption agreement in form satisfactory to Landlord, whereby
such corporation or other legal entity agrees to be bound by the terms and
conditions of this Lease.


 


(b)           Landlord shall
not withhold its consent to any assignment or subletting to any corporation or
other legal entity having financial strength the same as or greater than the
present financial strength of Tenant.


 


(c)           Any assignment or
subletting, even with the consent of Landlord, shall not release Tenant from
liability for payment of rent or any other charges hereunder or from any of the
other obligations under this Lease, and any additional consideration resulting
from such assignment or subletting in excess of the rent specified herein shall
be additional rent hereunder, due and payable to Landlord.  The acceptance of rent from any other person
shall not be deemed to be a waiver of any of the provisions of this Lease or to
be a consent to any assignment or subletting.  Upon any assignment of this Lease or
subletting of the Premises, a change in any respect of the use of the Premises
from the use actually employed by the original Tenant shall require the prior
written consent of Landlord.


 


18.           ENVIRONMENTAL COMPLIANCE.  Tenant shall not cause or permit any
hazardous substance, material or waste (as defined in any applicable
environmental law, rule or regulation) to be brought upon or used in or about
the Premises.  Tenant shall cause the
Premises to be used at all times in compliance with all applicable
environmental laws, rules and regulations. 
Any failure of Tenant to comply with the covenants contained in this
Paragraph shall be covered by the indemnification provisions of
Paragraph 19 herein and shall be subject to all other rights and remedies available
to Landlord.  In no event shall Landlord
be responsible for any damage resulting from any contamination to the Premises
or otherwise, unless caused by Landlord.


 


19.           INDEMNIFICATION.  Tenant agrees to indemnify Landlord against
loss and save Landlord harmless from and against (a) any breach or default
in the performance of any covenant or agreement to be performed by Tenant under
the terms of this Lease, (b) any and all claims, damages, and liabilities
arising from anything done in or about the Premises during the term of this
Lease by Tenant or any of its agents, contractors, servants, employees,
invitees or licensees, (c) any act or negligence of Tenant or any of its
agents, contractors, servants, employees, invitees or licensees, including any
accident, injury or damage whatsoever caused to any person, in or about the
Premises, and (d) all costs, reasonable counsel fees, expenses and
liabilities incurred in connection with any such claim for which
indemnification has been provided under this Paragraph.  In case any action or proceeding shall be


 


11





















 


brought against Landlord by
reason of any such claim, Tenant, upon notice from Landlord, shall reimburse
Landlord for its counsel fees incurred in defending such action or
proceeding.  Tenant shall, within ten
(10) days following notice to it of any claim of a third party relating to
Tenant’s use or occupancy of the Premises or to the performance or
non-performance by Tenant of its obligations under this Lease, give written
notice to the Landlord of such claim. 
Landlord agrees to indemnify Tenant against loss and save Tenant harmless
from and against (a) any breach or default in the performance of any
covenant or agreement to be performed by Landlord under the terms of this
Lease, (b) any and all claims, damages, and liabilities arising from
anything done in or about the Premises during the term of this Lease by
Landlord or any of its agents, contractors, servants, employees, invitees or
licensees, (c) any act or negligence of Landlord or any of its agents,
contractors, servants, employees, invitees or licensees, including any accident,
injury or damage whatsoever caused to any person, in or about the Premises, and
(d) all costs, reasonable counsel fees, expenses and liabilities incurred
in connection with any such claim for which indemnification has been provided
under this Paragraph.  In case any action
or proceeding shall be brought against Tenant by reason of any such claim,
Landlord, upon notice from Tenant, shall reimburse Tenant for its counsel fees
incurred in defending such action or proceeding.  Landlord shall, within ten (10) days
following notice to it of any claim of a third party relating to the
performance or non-performance by Landlord of its obligations under this Lease,
give written notice to the Tenant of such claim.  The provisions of this Paragraph 19 shall survive
the expiration or termination of this Lease.


 


20.           LIABILITY INSURANCE.


 


(a)           Tenant, at its
own cost and expense, shall obtain during the term of this Lease, and any
renewals or extensions thereof, commercial general liability insurance in
companies acceptable to Landlord, naming Landlord and Tenant as the insureds,
in an amount not less than One Million Dollars ($1,000,000.00), and providing
for at least thirty (30) days’ prior written notice to Landlord of
cancellation, nonrenewal, or modification.


 


(b)           Upon the signing
of this Lease, Tenant shall deliver to Landlord a copy of the policy evidencing
such insurance.  At least thirty (30)
days before the expiration of such policy and any renewal policies, Tenant
shall deliver to Landlord a copy of the renewal policy.


 


21.           FIRE OR OTHER CASUALTY.


 


(a)           If during the
term of this Lease or any renewal or extension thereof, the Premises or the
Building is totally destroyed or is so damaged by fire or other casualty not
occurring through the fault or negligence of Tenant or those employed by or
acting for Tenant to the extent that the same cannot be repaired or restored
within one hundred eighty (180) days from the date of the happening of such
damage, or if such damage or casualty is not included in the risks covered by
Landlord’s fire insurance, then Landlord shall have the option to terminate
this Lease upon written notice to Tenant, whereupon this Lease shall absolutely
cease and terminate and the rent shall abate for the balance of the term.  In such case, Tenant shall pay the rent
apportioned to the date of damage and Landlord may enter upon and repossess the
Premises without further notice.


 


(b)           If Landlord
chooses to restore the Premises, Landlord shall repair whatever portion of the
Premises that may have been damaged by fire or other casualty insured as
aforesaid, and the rent shall be apportioned during the time Landlord is in
possession, taking into


 


12





















 


account the proportion of the
Premises rendered untenantable and the duration of Landlord’s possession.


 


(c)           If the damage
caused as above renders less than twenty-five per cent (25%) of the Premises
unfit for occupancy, Landlord shall repair whatever portion of the Premises
that may have been damaged by fire or other casualty insured as aforesaid, and
the rent accrued or accruing shall not be apportioned or suspended, however if
Tenant does not have use of three (3) exam rooms, the x-ray unit and mechanical
room functions, the damage shall be treated as if twenty-five per cent (25%) or
more of the Premises is unfit for occupancy as stated above.


 


(d)           If said damage by fire or other
casualty was caused by the action or negligence of Tenant or its agents,
employees or invitees, Tenant shall not be entitled to any abatement or
apportionment of the rent.


 


(e)           Tenant, at its own
cost and expense, shall obtain during the term of this Lease, and any renewals
or extensions thereof, content insurance for the full replacement value of its
personalty used in Tenant’s daily operations of the Permitted Use.


 


22.           WAIVER OF SUBROGATION.  Landlord and Tenant shall each endeavor to
procure an appropriate clause in, or endorsement on, any fire and extended
coverage insurance covering the Premises and Building and personal property,
fixtures, and equipment located thereon or therein, pursuant to which the
insurance companies waive subrogation or consent to a waiver of right of
recovery.  Each party hereto hereby
agrees that it will not make any claim against or seek to recover from the
other for any loss or damage to its property or the property of others
resulting from fire or other hazards covered by such fire and extended coverage
insurance except as expressly provided in this Lease; provided, however, that
the release, discharge, exoneration, and covenant not to sue herein contained
shall be  limited by the terms and
provisions of the waiver of subrogation clauses and/or endorsements consenting
to a waiver of right of recovery and shall be coextensive therewith.


 


23.           NO IMPLIED EVICTION.  Notwithstanding any inference to the contrary
herein contained, it is understood that the exercise by Landlord of any of its
rights hereunder, including (without limitation) cessation of services as
described in Paragraph 27(c)(ii), shall never be deemed an eviction
(constructive or otherwise) of Tenant, or a disturbance of its use of the
Premises, and shall in no event render Landlord liable to Tenant or any other
person, so long as such exercise of rights is in accordance with the foregoing
terms and conditions.


 


24.           CONDEMNATION.  If the whole of the Premises shall be
acquired or condemned by eminent domain, then the term of this Lease shall
cease and terminate as of the date on which possession of the Premises is
required to be surrendered to the condemning authority.  All rent shall be paid up to the date of
termination.  A partial condemnation
shall not be cause for termination of this Lease.  Tenant hereby expressly waives any right or
claim to any part of any condemnation award or damages and hereby assigns to
Landlord any such right or claim to which Tenant might become entitled.


 


25.           LANDLORD’S RIGHT TO PAY TENANT
EXPENSES.  If Tenant shall
at any time fail to pay any utility or other charges or to take out, pay for,
maintain or deliver any of the insurance policies provided for herein, or shall
fail to make any other payment or perform any other act which Tenant is
obligated to make or perform under this Lease, then without waiving, or
releasing Tenant from, any obligations of Tenant contained in this Lease,
Landlord may, but shall not be obligated


 


13





















 


to, pay any such charge, effect
any such insurance coverage and pay premiums therefor, and may make any other
payment or perform any other act which Tenant is obligated to perform under
this Lease, in such manner and to such extent as shall be necessary.  In exercising any such rights, Landlord may
pay any necessary and incidental costs and expenses, employ counsel and incur
and pay reasonable attorneys’ fees.  All
sums so paid by Landlord and all necessary and incidental costs and expenses in
connection with the performance of any such act by Landlord, together with
interest thereon at the rate of twelve percent (12%) per annum from the date of
the making of such expenditure by Landlord, shall be deemed additional rent
hereunder and, except as otherwise expressly provided in this Lease, shall be
payable to Landlord after ten (10) days’ written notice thereof.  Tenant covenants to pay any such sum or sums
with interest as aforesaid and Landlord shall have (in addition to any other
right or remedy of the Landlord) the same rights and remedies in the event of
nonpayment thereof by Tenant as in the case of default by Tenant in the payment
of rent.


 


26.           EVENTS OF DEFAULT.  The occurrence of each of the following
events shall be an “Event of Default” hereunder:


 


(a)           Tenant does not
pay in full when due any installment of rent, additional rent or any other
charges, expenses or costs herein agreed to be paid by Tenant for a period of
five (5) days after receipt of notice that same has not been paid when due;
provided that in the event Tenant shall have received three (3) such written
notices within any period of twelve (12) consecutive months, then during the
remainder of the twelve (12) consecutive month period after Tenant shall have
received its first written notice from Landlord, Tenant shall thereafter be in
default hereunder whenever Tenant shall fail to pay any sum owing under this
Lease when due, without the necessity of sending any written notice of
nonpayment;


 


(b)           Tenant violates
or fails to perform or comply with any non-monetary term, covenant, condition,
or agreement herein contained and fails to cure such default within thirty (30)
days of notice thereof from Landlord, provided, however, if such default cannot
be cured with reasonable diligence within such thirty (30) day period, the time
for cure of same shall be deemed extended for such additional time as is
reasonably necessary to cure same with due diligence for an additional period
not to exceed thirty (30) days;


 


(c)           Tenant vacates
the Premises;


 


(d)           Tenant shall file
a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or
insolvent or shall file any petition or answer seeking any reorganization,
arrangement, recapitalization, readjustment, liquidation or dissolution or
similar relief under any present or future bankruptcy laws of the United States
or any other country or political subdivision thereof, or shall seek or consent
to or acquiesce in the appointment of any trustee, receiver, or liquidator of
all or any substantial part of Tenant’s properties, or shall make an assignment
for the benefit of creditors, or shall admit in writing Tenant’s inability to
pay Tenant’s debts generally as they become due; or


 


(e)           If an involuntary
petition in bankruptcy shall be filed against Tenant seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future bankruptcy laws of
the United States or any other state or political subdivision thereof, and if
within sixty (60) days after the commencement of any such proceeding against
Tenant, such proceedings shall not have been dismissed, or if, within sixty
(60) days after the 


 


14





















 


appointment, without the consent or acquiescence of Tenant, or any
trustee, receiver or liquidator of the Tenant or of all or any substantial part
of Tenant’s property, such appointment shall not have been vacated or stayed on
appeal or otherwise, or if, within sixty (60) days after the expiration of any
such stay, such appointment shall not have been vacated.


 


27.           LANDLORD’S REMEDIES.


 


(a)           Upon the
occurrence of any Event of Default, Landlord may, at its option and without any
further notice to Tenant, terminate this Lease, whereupon the estate hereby
vested in Tenant shall cease and any and all other right, title and interest of
Tenant hereunder shall likewise cease without notice or lapse of time, as fully
and with like effect as if the entire term of this Lease had elapsed, but
Tenant shall continue to be liable to Landlord as hereinafter provided.


 


(b)           Upon the occurrence of any Event of
Default, or at any time thereafter, Landlord, in addition to and without
prejudice to any other rights and remedies Landlord shall have at law or in
equity, shall have the right to re-enter the Premises, either by force or
otherwise, and recover possession thereof and dispossess any or all occupants
of the Premises in the manner prescribed by the statute relating to summary
proceedings, or similar statutes, but Tenant in such case shall remain liable
to Landlord as hereinafter provided.


 


(c)           In case of any Event of Default,
re-entry, expiration and/or dispossession by summary proceedings, whether or
not this Lease shall have been terminated as aforesaid:


 


(i)  All delinquent rent,
additional rent and all other sums required to be paid by Tenant hereunder
shall become payable thereupon and shall be paid up to the time of such
re-entry, expiration and/or dispossession, and all accelerated payments due
under subparagraphs 10(a) and (b) hereof shall become immediately due
and payable;


 


(ii)  Landlord shall have the
right, in its sole discretion, to terminate immediately and without any notice
to Tenant, all services which are to be supplied by Landlord pursuant to the
terms of this Lease, including without limitation, all janitor service and the
maintenance and repair responsibilities described in Paragraph 7 hereof;


 


(iii)  Landlord shall have the
right, but not the obligation, to relet the Premises or any part or parts
thereof for the account of Tenant, either in the name of Landlord or otherwise,
for a term or terms which may, at Landlord’s option, be less than or exceed the
period which would otherwise have constituted the balance of the term of this
Lease and on such conditions (which may include concessions or free rent) as
Landlord, in its reasonable discretion, may determine and may collect and
receive the rents therefor; Landlord shall in no way be responsible or liable
for any failure to relet the Premises or any part thereof, or for any failure
to collect any rent due upon any such reletting; and


 


(iv)  Tenant shall reimburse
Landlord for any expenses that Landlord may incur in connection with recovering
possession of the Premises and any reletting thereof, such as court costs,
attorneys’ fees, brokerage fees, and the costs of advertising and the costs of
any alterations, repairs, replacements and/or decorations in or to the Premises
as Landlord, in Landlord’s sole judgment, considers advisable and necessary for
the purpose of such reletting of the Premises; and the making of


 


15





















 


such alterations, repairs,
replacements and/or decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid.


 


(d)           If this Lease is terminated by
Landlord pursuant to Paragraph 27(a) hereof, Tenant nevertheless shall
remain liable for all rent and damages which may be due or sustained prior to
such termination, together with additional damages (the “Liquidated Damages”)
which, at Landlord’s option, shall be either:


 


(i)  an amount equal to
(A) the rent and all other sums required to be paid by Tenant hereunder
during the period which would otherwise have constituted the balance of the
term of this Lease, and all damages, costs, fees and expenses incurred by
Landlord as a result of such Event of Default, including without limitation,
reasonable attorneys’ fees, costs and expenses incurred by Landlord in pursuit
of its remedies hereunder, less (B) the rent, if any, received by
Landlord, pursuant to any reletting of the Premises during the period which
would otherwise have constituted the balance of the term of this Lease; such
amount calculated pursuant to this Paragraph 27(d)(i)  shall be payable in monthly installments, in
advance, on the first day of each calendar month following the occurrence of
such Event of Default and continuing during the period which would otherwise
have constituted the balance of the term of this Lease; or


 


(ii)  an amount equal to the
Annual Minimum Rent, Premises Expenses, and all other additional rent which was
due and payable for the two (2) year period immediately preceeding Tenant’s
default.


 


(e)           In the event Tenant commits a
default, or suffers a default to exist, within ten (10) days after written
demand, Tenant shall reimburse Landlord for Landlord’s attorneys’ fees incurred
by Landlord in the enforcement of this Lease, regardless whether legal
proceedings are or are not instituted, which fees shall include any actions
taken in connection with any bankruptcy proceeding filed by or against Tenant.


 


(f)            Tenant shall pay Landlord interest
at twelve percent (12%) per annum on all failures to pay timely the rent,
additional rent or any other sums required to be paid by Tenant hereunder from
the date such payment is due until the date such payment is made to
Landlord.  Any judgment obtained by the
Landlord as a result of the exercise of its rights and remedies under this
Lease shall bear interest at the rate of twelve percent (12%) per annum from
the date of entry of such judgment through the date such judgment is paid in
full.


 


(g)           Upon any termination of this Lease,
whether by lapse of time, by the exercise of any option by Landlord to
terminate the same, or in any other manner whatsoever, or upon any termination
of Tenant’s right to possession without termination of this Lease, Tenant shall
immediately surrender possession of the Premises to Landlord and immediately
vacate the same, and remove all effects therefrom, except such as may not be
removed under other provisions of this Lease. 
If Tenant fails to surrender and vacate as aforesaid, Landlord may
forthwith re-enter the Premises, with or without process of law, and repossess
itself thereof as in its former estate and expel and remove Tenant and any
other persons and property therefrom, using such force as may be necessary,
without being deemed guilty of trespass, eviction, conversion or forcible entry
and without thereby waiving Landlord’s rights to rent or any other rights given
Landlord under this Lease or at law or in equity.  If Tenant shall not remove all effects from
the Premises as hereinabove provided, Landlord may, at its option, remove


 


16





















 


any or all of said effects in any manner it shall choose and either
dispose of the same at Landlord’s sole discretion, or store the same without
liability for loss thereof, and Tenant shall pay Landlord, on demand, any and
all expenses incurred in such removal and also storage on said effects, if
applicable, for any length of time during which the same shall be in Landlord’s
possession or in storage.


 


28.           CONFESSION OF JUDGMENT FOR DAMAGES.  THIS PARAGRAPH SETS FORTH A WARRANT OF
ATTORNEY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST THE TENANT.  IN GRANTING THIS WARRANT OF ATTORNEY TO
CONFESS JUDGMENT AGAINST THE TENANT, TENANT HEREBY KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY, AND, ON THE ADVICE OF SEPARATE COUNSEL OF TENANT, UNCONDITIONALLY
WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICE AND AN
OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.


 


TENANT HEREBY AUTHORIZES
ANY ATTORNEY OF ANY COURT OF RECORD, UPON THE OCCURRENCE OF ANY EVENT OF
DEFAULT, TO APPEAR IMMEDIATELY THEREAFTER AS ATTORNEY FOR THE TENANT AND ALL
PERSONS CLAIMING UNDER THE TENANT IN ANY COMPETENT COURT AND TO CONFESS
JUDGMENT OR JUDGMENTS AND SUCCESSIVE JUDGMENTS BY CONFESSION (WITHOUT STAY OF
EXECUTION OR APPEAL) IN FAVOR OF THE LANDLORD AND ALL PERSONS CLAIMING UNDER
THE LANDLORD AND AGAINST THE TENANT AND ALL PERSONS CLAIMING UNDER THE TENANT
FOR ALL AMOUNTS THEN DUE UNDER THIS LEASE, TOGETHER WITH AN ATTORNEY’S
COLLECTION COMMISSION EQUAL TO TEN PERCENT (10%) OF THE TOTAL OF SUCH AMOUNTS,
WITHOUT ANY LIABILITY ON THE PART OF  THE
SAID ATTORNEY, FOR WHICH THIS SHALL BE A SUFFICIENT WARRANT, AND THEREUPON A
WRIT OF EXECUTION WITH CLAUSE FOR COSTS, OR OTHER PROCESS FOR SIMILAR PURPOSES,
MAY ISSUE FORTHWITH WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER, AND THE
TENANT AND ALL PERSONS CLAIMING UNDER THE TENANT HEREBY WAIVE ALL EXEMPTION
LAWS AND INQUISITION ON REAL PROPERTY AND RELEASE TO THE LANDLORD AND ALL
PERSONS CLAIMING UNDER THE LANDLORD ALL ERRORS AND DEFECTS WHATSOEVER IN
ENTERING SUCH ACTION OR JUDGMENT, OR IN CAUSING SUCH WRIT OF EXECUTION OR OTHER
PROCESS TO BE ISSUED, OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, AND
HEREBY AGREE THAT NO WRIT OF ERROR OR OBJECTION OR EXCEPTION SHALL BE MADE OR
TAKEN THERETO.  IF A COPY OF THIS LEASE,
VERIFIED BY AFFIDAVIT, IS FILED IN SAID ACTION, IT SHALL NOT BE NECESSARY TO
FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY LAW OR RULE OF COURT TO THE
CONTRARY NOTWITHSTANDING.  THIS WARRANT
OF ATTORNEY SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, AND SHALL REMAIN IN
FORCE AND SHALL BE OPERATIVE FOR SUCCESSIVE EXERCISES THEREOF, FROM TIME TO
TIME AS THE NEED MAY ARISE, NOT ONLY WITH RESPECT TO THE TENANT BUT ALSO WITH
RESPECT TO ALL PERSONS CLAIMING UNDER THE TENANT.


 


29.           CONFESSION OF JUDGMENT IN
EJECTMENT.  THIS PARAGRAPH
SETS FORTH A WARRANT OF ATTORNEY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST
THE TENANT.  IN GRANTING THIS WARRANT OF
ATTORNEY TO CONFESS


 


17





















 


JUDGMENT AGAINST THE TENANT, TENANT HEREBY KNOWINGLY, INTELLIGENTLY AND
VOLUNTARILY, AND, ON THE ADVICE OF SEPARATE COUNSEL OF TENANT, UNCONDITIONALLY
WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICE AND AN
OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE
UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.


 


TENANT HEREBY AUTHORIZES
THE PROTHONOTARY, CLERK OF COURT OR ANY ATTORNEY OF ANY COURT OF RECORD, UPON
THE OCCURRENCE OF AN EVENT OF DEFAULT, OR IN THE EVENT THAT TENANT FAILS TO
SURRENDER POSSESSION OF ALL OR ANY PART OF THE PREMISES AS REQUIRED HEREIN, TO
APPEAR FOR THE TENANT AND ALL PERSONS CLAIMING UNDER THE TENANT IN ANY COMPETENT
COURT AND CONFESS JUDGMENT IN EJECTMENT (WITHOUT STAY OF EXECUTION OR APPEAL)
IN FAVOR OF THE LANDLORD AND ALL PERSONS CLAIMING UNDER THE LANDLORD AND
AGAINST THE TENANT AND ALL PERSONS CLAIMING UNDER THE TENANT FOR POSSESSION OF
THE PREMISES, WITHOUT ANY LIABILITY ON THE PART OF THE SAID ATTORNEY, FOR WHICH
THIS SHALL BE A SUFFICIENT WARRANT, AND THEREUPON A WRIT OF POSSESSION WITH
CLAUSE FOR COSTS, OR OTHER PROCESS FOR SIMILAR PURPOSES, MAY ISSUE FORTHWITH
WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER, AND THE TENANT AND ALL PERSONS
CLAIMING UNDER THE TENANT HEREBY RELEASE TO THE LANDLORD AND ALL PERSONS
CLAIMING UNDER THE LANDLORD ALL ERRORS AND DEFECTS WHATSOEVER IN ENTERING SUCH
ACTION OR JUDGMENT, OR IN CAUSING SUCH WRIT OF POSSESSION OR OTHER PROCESS TO
BE ISSUED, OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, AND HEREBY
AGREE THAT NO WRIT OF ERROR OR OBJECTION OR EXCEPTION SHALL BE MADE OR TAKEN
THERETO.  IF A COPY OF THIS LEASE,
VERIFIED BY AFFIDAVIT, IS FILED IN SAID ACTION, IT SHALL NOT BE NECESSARY TO
FILE THE ORIGINAL AS A WARRANT OF ATTORNEY, ANY LAW OR RULE OF  COURT TO THE CONTRARY
NOTWITHSTANDING.  THIS WARRANT OF
ATTORNEY SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, AND SHALL REMAIN IN
FORCE AND SHALL BE OPERATIVE FOR SUCCESSIVE EXERCISES THEREOF, FROM TIME TO
TIME AS THE NEED MAY ARISE, NOT ONLY WITH RESPECT TO THE TENANT BUT ALSO WITH
RESPECT TO ALL PERSONS CLAIMING UNDER THE TENANT.


 


30.           RIGHT OF ASSIGNEE OF LANDLORD.  The right to enforce all of the provisions of
this Lease may be exercised by any assignee of the Landlord’s right, title and
interest in this Lease in its, his, her or their own name, and Tenant hereby
expressly waives the requirements of any and all laws regulating the manner
and/or form in which such assignments shall be executed and witnessed.


 


31.           REMEDIES CUMULATIVE.  All remedies given to Landlord herein and all
rights and remedies given to Landlord by law and equity shall be cumulative and
concurrent.  No termination of this
Lease, or taking or recovering of possession of the Premises, or entry of any
judgment either for possession or for any money claimed to be due Landlord,
shall deprive Landlord of any other action against Tenant for possession, or
for any money due Landlord hereunder, or for damages hereunder.  The exercise of or failure to exercise any
remedy shall not bar or delay the exercise of any other remedy.


 


18





















 


32.           TENANT’S WAIVERS.


 


(a)           If proceedings
shall be commenced by Landlord to recover possession of the Premises, either at
the end of the term hereof or by reason of an Event of Default or otherwise,
Tenant expressly waives all rights to notice in excess of five (5) days
required by any Act of Assembly, including the Act of April 6, 1951, P.L. 69,
Art. V, Sec. 501, as amended, and agrees that in either or any such
case five (5) days’ notice shall be sufficient. 
Without limitation of or by the foregoing, Tenant hereby waives any and
all demands, notices of intention, and notice of action or proceedings which
may be required by law to be given or taken prior to any entry or re-entry by
summary proceedings, ejectment or otherwise, by Landlord, except as
hereinbefore expressly provided with respect to five (5) days’ notice.


 


(b)           Any notice to quit
required by law previous to proceedings to recover possession of the Premises
or any notice of demand for rent on the day when such is due and the benefit of
all laws granting stay of execution, appeal, inquisition and exemption are
hereby waived by Tenant; provided, however, that nothing in this paragraph
shall be construed as a waiver of any notice specifically mentioned or required
by any other part of this Lease.


 


(c)           In the event of a
termination of this Lease prior to the date of expiration herein originally
fixed, Tenant hereby waives all right to recover or regain possession of the
Premises, to save forfeiture by payment of rent due or by other performance of
the conditions, terms or provisions hereof, and, without limitation of or by
the foregoing, Tenant waives all right to reinstate or redeem this Lease
notwithstanding any provisions of any statute, law or decision now or hereafter
in force or effect and Tenant waives all right to any second or further trial
in summary proceedings, ejectment or in any other action provided by any
statute or decision now or hereafter in force or effect.


 


33.           ATTORNMENT.  In the event of the sale or assignment of
Landlord’s interest in the Premises or in the event of a foreclosure under any
mortgage made by Landlord covering the Premises, Tenant shall attorn to the
purchaser and recognize such purchaser as Landlord under this Lease.


 


34.           SUBORDINATION.  At the option of Landlord or Landlord’s
lender, or both of them, this Lease and the Tenant’s interest hereunder shall
be subject and subordinate at all times to any mortgage or mortgages, deed or
deeds of trust, or such other security instrument or instruments, including all
renewals, extensions, consolidations, assignments and refinances of the same,
as well as all advances made upon the security thereof, which now or hereafter
become liens upon the Landlord’s fee and/or leasehold interest in the Premises,
and/or any and all of the buildings now or hereafter erected or to be erected
and/or any and all of the Premises, provided, however, that in each such case,
the holder of such other security, the trustee of such deed of trust or holder
of such other security instrument shall agree that this Lease shall not be
divested or in any way affected by foreclosure or other default proceedings
under said mortgage, deed of trust, or other instrument or other obligations
secured thereby, so long as Tenant shall not be in default under the terms of
this Lease; and shall agree that this Lease shall remain in full force and
effect notwithstanding any such default proceedings.  Notwithstanding anything herein to the
contrary, any holder of any mortgage may at any time subordinate its mortgage
to this Lease, by notice in writing to Tenant, and thereupon this Lease shall
be deemed prior to such mortgage without regard to their respective dates of
execution and delivery and in that even such mortgage shall have the same
rights with respect to this Lease as though this Lease had been executed


 


19





















 


and delivered prior to the
execution and delivery of the mortgage.


 


35.           EXECUTION OF DOCUMENTS.  The above subordination shall be
self-executing, but Tenant agrees upon demand to execute such other document or
documents as may be required by a mortgagee, trustee under any deed of trust,
or holder of a similar security interest, or any party to the types of
documents enumerated herein for the purpose of subordinating this Lease in
accordance with the foregoing.  Upon the
expiration of ten (10) days after a formal written notice, Tenant shall be
deemed to have appointed Landlord and Landlord may execute and deliver the
required documents for and on behalf of Tenant.


 


36.           ESTOPPEL AGREEMENTS.  Tenant shall execute an estoppel agreement in
favor of any mortgagee or purchaser of Landlord’s interest herein, within ten
(10) days after requested to do so by Landlord or any such mortgagee or
purchaser.  Such estoppel agreement shall
be in the form requested by Landlord or such mortgagee or purchaser.


 


37.           CONDOMINIUM CONVERSION.  Tenant acknowledges that Landlord has
informed Tenant that Landlord, at any time in Landlord’s sole discretion, may
by recorded declaration, convert the fee ownership of the Building and the Land
to a condominium in accordance with the provisions of the Pennsylvania Uniform
Condominium Act (the “Act”).  In such
event, the common areas of the Building and the Land shall become Common
Elements and/or Limited Common Elements, as defined in the Act and as
designated by Landlord, and the Common Expenses pertaining thereto (as defined
in the Act), as applicable, shall be included as part of the Premises
Expenses.  Tenant agrees upon demand to
execute such document or documents as may be required by Landlord in connection
with any such condominium conversion.


 


38.           NOTICES. 
All notices required to be given by either party to the other shall be
in writing.  All such notices shall be
deemed to have been given upon delivery in person, or upon depositing in the
United States mail, by certified mail, return receipt requested, postage
prepaid, or by delivery by telefax, facsimile or telegraph, or by Federal
Express or other nationally recognized overnight delivery service, addressed to
the parties at the addresses shown in the summary pages at the front of this
Lease or to such other address which either party may hereafter designate in
writing by notice given in a like manner.


 


39.           BINDING EFFECT.  All rights and liabilities herein given to,
or imposed upon the respective parties hereto, shall extend to and bind the
several and respective heirs, personal representatives, successors and
permitted assigns of said parties.


 


40.           SURVIVAL OF VALID TERMS.  If any provision of this Lease shall be
invalid or unenforceable, the remainder of the provisions of this Lease shall
not be affected thereby, and each and every provision of this Lease shall be
enforceable to the fullest extent permitted by law.


 


41.           ENTIRE AGREEMENT.  This Lease and any exhibit, rider or addendum
that may be attached hereto set forth all the promises, agreements, conditions
and understandings between Landlord and Tenant relative to the Premises, and
there are no promises, agreements, conditions or understandings, either oral or
written, between them other than are herein set forth.  Except as herein otherwise provided, no
subsequent alteration, amendment, change or addition to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and signed by them.


 


20





















 


42.           PROHIBITION AGAINST RECORDING.  This Lease shall not be recorded and any
attempted recording of this Lease shall constitute an Event of Default
hereunder.


 


43.           INTERPRETATION.  As used in this Lease and when required by
context, each number (singular or plural) shall include all numbers, and each
gender shall include all genders.  Time
is and shall be of essence of each term and provision of this Lease.  The term “person” as used herein means
person, firm, association or corporation, as the case may be.  If Tenant is more than one person, all
agreements, conditions, obligations, covenants, warrants of attorney, waivers
and releases made by Tenant shall be joint and several, and shall bind and
affect all persons who are defined as “Tenant” herein.


 


44.           LIABILITY OF LANDLORD.  The term “Landlord” as used herein means the
fee owner of the Premises from time to time. 
In the event of the voluntary or involuntary transfer of such ownership
to a successor-in-interest of the Landlord, the Landlord shall be automatically
discharged and relieved of and from all liability and obligations hereunder
which shall thereafter accrue, and Tenant shall look solely to such
successor-in-interest for the performance and obligations of the Landlord
hereunder which shall thereafter accrue. 
The liability of Landlord and its successors-in-interest under or with
respect to this Lease shall be strictly limited to and enforceable solely out
of its or their interest in the Premises and shall not be enforceable out of
any other assets.


 


45.           CAPTIONS AND HEADINGS.  The captions and headings of the paragraphs
contained herein are for convenience of reference only and in no way define,
limit, describe, modify or amplify the interpretation, construction or meaning
of any provision of or the scope or intent of this Lease nor in any way affect
this Lease.  All Exhibits are an integral
part of this Lease and are attached hereto.


 


46.           NO BROKERAGE COMMISSION.  Landlord and Tenant represent and warrant
that no brokerage commission or similar compensation is due to any party by
reason of this Lease.  Each party hereby
agrees to indemnify and hold the other party harmless from and against any and
all claims, costs, damages, expenses, judgments or liability resulting from any
claim for brokerage commissions or similar compensation made by any party in
connection with this Lease.


 


47.           QUIET ENJOYMENT.  Upon Tenant’s compliance with the provisions
of this Lease, including the payment of all rent hereunder, Tenant shall
peaceably hold and enjoy the Premises during the term hereof without hinderance
or interruption by Landlord or any person claiming under Landlord.


 


48.           WAIVER OF TRIAL BY JURY.  Each party to this Lease agrees that any
suit, action, or proceeding, whether claim or counterclaim, brought or
instituted by any party hereto or any successor or assign of any party hereto
or with respect to this Lease or which in any way relates, directly or
indirectly, to the Premises or any event, transaction, or occurrence arising
out of or in any way in connection with the Premises, or the dealings of the
parties with respect thereto, shall be tried only by a court and not by a
jury.  EACH PARTY HEREBY EXPRESSLY WAIVES
ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.  TENANT ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH 48
IS A SPECIFIC AND MATERIAL ASPECT TO THIS LEASE BETWEEN THE PARTIES AND THAT
LANDLORD WOULD NOT LEASE THE PREMISES TO THE TENANT IF THIS WAIVER OF JURY
TRIAL SECTION WERE NOT A PART


 


21





















 


OF THIS LEASE.


 


49.           OWNERS’
ASSOCIATION.  This
Lease and all terms and provisions hereof shall be under and subject, in all
respects, to:  (a) the Declaration
of Covenants, Easements, Conditions and Restrictions for Wyomissing Corporate
Center, which is recorded in the Recorder of Deeds Office of Berks County,
Pennsylvania, and (b) the Articles of Incorporation and the Bylaws of The
Wyomissing Corporate Center Owners’ Association, Inc..  Tenant covenants and agrees to comply with
the terms of such written instruments insofar as they pertain to any tenant of
the Building and such tenant’s agents, servants, employees, invitees, and
business visitors.  Landlord covenants
and warrants that nothing in the documents referenced in (a) and (b) above
inhibits Tenant’s use, occupancy, access to or quiet enjoyment of the Premises
or interferes with Tenant’s rights granted under this Lease, and such documents
shall not result in any additional financial obligation to Tenant under this
Lease other than those Expenses defined herein and provided on Exhibit “B”.


 


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TENANT ACKNOWLEDGES THAT
THIS LEASE CONTAINS, AT PARAGRAPHS 28 AND 29 HEREOF, PROVISIONS FOR THE
CONFESSION OF JUDGMENT AGAINST TENANT FOR MONEY AND FOR POSSESSION OF REAL
PROPERTY AND HAS REVIEWED AND UNDERSTANDS THE CONTENTS THEREOF.


 


IN WITNESS WHEREOF, the
parties hereto, intending to be legally bound to the terms of this Lease, have
caused this Lease to be duly executed this 5th day of April, 2005.


 


THIS
LEASE MUST BE EXECUTED FOR TENANT, IF A CORPORATION, BY THE PRESIDENT OR VICE
PRESIDENT AND ATTESTED BY THE SECRETARY OR ASSISTANT SECRETARY, UNLESS THE
BY-LAWS OR A RESOLUTION OF THE BOARD OF DIRECTORS SHALL OTHERWISE PROVIDE, IN
WHICH EVENT A CERTIFIED COPY OF THE BY-LAWS OR RESOLUTION, AS THE CASE MAY BE,
MUST BE FURNISHED TO LANDLORD.


 


	
   

  	
  “LANDLORD”:

  
	
   

  	
   

  
	
   

  	
  WYOMISSING PROFESSIONAL
  CENTER, INC.,

  
	
   

  	
  a Pennsylvania
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
        /s/
  Stephen J. Najarian

  	
   

  
	
   

  	
   

  	
  Stephen J. Najarian,
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “TENANT”:

  
	
   

  	
   

  
	
   

  	
  PENN NATIONAL GAMING,
  INC.,

  
	
   

  	
  a Pennsylvania
  corporation

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   /s/ Susan M.
  Montgomery

  	
   

  	
  By: 

  	
  /s/ Robert S. Ippolito

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Susan M. Montgomery

  	
   

  	
  Name:

  	
  Robert S. Ippolito

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  April 5, 2005

  	
   

  
											



 


23





















 


CONSENT


 


INTENDING to be legally
bound hereby, The Owners’ Association of Wyomissing Professional Center, Inc. (or Wyomissing
Corporate Center Owners’ Association or, The Owners’ Association of
Wyomissing Professional Center, Inc. or, The Owner’s Association of Wyomissing
Professional Center, West Campus, Inc.)  hereby joins in and consents to the above Lease insofar as
any of the above provisions concern the parking area and any other common areas
maintained by it.


 


	
   

  	
  OWNER’S ASSOCIATION OF WYOMISSING
  PROFESSIONAL CENTER, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen J. Najarian

  	
   

  



 


	
  Exhibits

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “A”

  	
   

  	
  -

  	
   

  	
  Preliminary Leased
  Premises

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “B”

  	
   

  	
  -

  	
   

  	
  Expense Budget

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “C”

  	
   

  	
  -

  	
   

  	
  Tenant Plans and
  Specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “D”

  	
   

  	
  -

  	
   

  	
  Permitted Exterior
  Signage

  



 


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