Exhibit 10.1





Exhibit 10.1




LEASE AGREEMENT




Between




TCA Plymouth, LP,




Landlord




And




Advanta Corp.




Tenant




Plymouth Corporate Center




625 W. Ridge Pike




Building E, Suite 100 & Suite 105




Conshohocken, PA 19428




 


 









 







Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	1.
	 	PREMISES	 	 	10	 
	2.
	 	TERM	 	 	10	 
	3.
	 	BASE RENT	 	 	10	 
	4.
	 	ADDITIONAL RENT	 	 	11	 
	5.
	 	SERVICES	 	 	11	 
	6.
	 	INTENTIONALLY OMITTED	 	 	13	 
	7.
	 	USE AND CONDITION OF PREMISES	 	 	13	 
	8.
	 	TENANT IMPROVEMENTS.	 	 	13	 
	9.
	 	TENANT WORK AND ALTERATIONS	 	 	14	 
	10.
	 	MECHANIC’S LIENS	 	 	15	 
	11.
	 	COMMON USAGE; CHANGES IN PREMISES	 	 	15	 
	12.
	 	INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION	 	 	15	 
	13.
	 	DESTRUCTION	 	 	18	 
	14.
	 	EMINENT DOMAIN	 	 	18	 
	15.
	 	ASSIGNMENT, SUBLETTING AND SUBORDINATION	 	 	18	 
	16.
	 	TENANT’S DEFAULT	 	 	20	 
	17.
	 	LANDLORD’ DEFAULT	 	 	22	 
	18.
	 	NOTICES AND ESTOPPEL CERTIFICATES	 	 	23	 
	19.
	 	HOLDING-OVER	 	 	24	 
	20.
	 	MAINTENANCE AND REPAIRS	 	 	24	 
	21.
	 	DAMAGE AND NON-LIABILITY	 	 	25	 
	22.
	 	SURRENDER OF PREMISES UPON TERMINATION	 	 	25	 
	23.
	 	SIGNS	 	 	25	 
	24.
	 	QUIET ENJOYMENT	 	 	25	 
	25.
	 	SECURITY DEPOSIT	 	 	26	 
	26.
	 	COMMISSIONS AND BROKERS FEES	 	 	26	 
	27.
	 	LIMITATIONS ON LANDLORD’S LIABILITY	 	 	26	 
	28.
	 	FORCE MAJEURE	 	 	26	 
	29.
	 	NO WAIVER	 	 	27	 
	30.
	 	BINDING LEASE; RECORDING	 	 	27	 
	31.
	 	ENTIRE AGREEMENT; MERGER AND AMENDMENT; CONSTRUCTION OF TERMS	 	 	27	 
	32.
	 	SUBMISSION OF LEASE; NO OPTION	 	 	27	 
	33.
	 	WAIVER OF TRIAL BY JURY	 	 	28	 
	34.
	 	OPTION TO RENEW	 	 	28	 
	35.
	 	OPTION TO REDUCE SQUARE FOOTAGE	 	 	28	 
	36.
	 	LENDER CONSENT	 	 	28	 
	37.
	 	LICENSE FOR EGRESS	 	 	28	 
	38.
	 	LEASE EXECUTION	 	 	29	 






 


 









 





PLYMOUTH CORPORATE CENTER




BASIC LEASE INFORMATION




This Basic Lease Information is attached to and incorporated by reference to an Office Lease
Agreement between Landlord and Tenant, as defined below.



	 	 	 
	Lease Date:

	 	May 25, 2010
	 
	 	 
	Landlord:

	 	TCA Plymouth, LP, a Delaware limited partnership
	 
	 	 
	Tenant:

	 	Advanta Corp. , a Delaware company
	 
	 	 
	Premises:

	 	11,950 square feet consisting of two suites in Building
E, Suite E 100, consisting of 4,000 square feet & Suite
E 105, consisting of 7,950 square feet in the complex
commonly known as Plymouth Corporate Center, Building E
(the “Building”), and whose street address is 625 W.
Ridge Pike, City of Conshohocken, Township of Plymouth,
County of Montgomery, Pennsylvania 19428. The Premises
are outlined on the plan attached to the Lease as
Exhibit A. The land on which the Building is located
(the “Land”) is described on Exhibit B. The term
“Project” shall collectively refer to the Building, the
Land and the driveways, parking facilities, and similar
improvements and easements associated with the
foregoing or the operation thereof, including without
limitation the Common Areas (as defined in Section
7(b)). The term “Complex” shall collectively refer to
the Building and any other buildings which comprise a
multi-building Complex owned by Landlord, if
applicable.
	 
	 	 
	Term:

	 	Approximately five (5) months, commencing on the
Commencement Date and ending at 5:00 p.m. local time on
the last day of the 5th full calendar month following
the Commencement Date, subject to adjustment and
earlier termination as provided in the Lease.
	 
	 	 
	Commencement Date:

	 	June 1, 2010
	 
	 	 
	Base Rent:

	 	Tenant shall pay to Landlord as Base Rent for the
Premises during the Term, without demand, deduction or
set-off,






	 	 	 	 	 	 	 	 	 
	 	 	Annual Base	 	Annual Base	 	Monthly Base	 
	Lease Month	 	Rental Rate	 	Rent – N/A	 	Rent	 
	 	 	 
	 	 	 	 	 	 
	1-5	 	$25.00 per square foot
	 	N/A	 	$	24,985.83	 
	 	 	 
	 	 	 	 	 	 






 


 









 





As used herein, the term “Lease Month” shall mean each calendar month during the Term (and
if the Commencement Date does not occur on the first (1st) day of a calendar month, the period from
the Commencement Date to the first (1st) day of the next calendar month shall be included in the
first (1st) Lease Month for purposes of determining the duration of the Term and the monthly Base
Rent rate applicable for such partial month).



	 	 	 
	Electricity Costs:

	 	Tenant shall pay to Landlord, as additional rent, the cost of
electricity consumed within the Premises at the fixed rate
(except as provided below) of $32,862.50 per annum — payable
in equal monthly installments of $2,738.54, together with
Tenant’s payment of Monthly Base Rent. The electric charge set
forth above shall remain constant throughout the Term unless
Landlord’s tariff rate is increased or decreased by the utility
supplying electric power to the Project. If such tariff rate is
increased or decreased, Tenant’s electric rate shall increase or
decrease accordingly. Each year, the Electricity Costs shall be
reconciled in conjunction with the Base Year Reconciliations,
covered in Section 4C.
	 
	 	 
	Security Deposit:

	 	$55,500.00
	 
	 	 
	Rent:

	 	Base Rent, Additional Rent, Taxes and Insurance ( as defined in
Section 12 hereto), and all other sums that Tenant may owe to
Landlord or otherwise be required to pay under the Lease.
	 
	 	 
	Permitted Use:

	 	General office purposes and related storage use, and for no
other purpose whatsoever.
	 
	 	 
	Parking:

	 	Free surface parking shall be available to Tenant during the Term
	 
	 	 
	Initial Liability
	 	 
	 
	 	 
	Insurance Amount:

	 	Two Million Dollars ($2,000,000) for each occurrence; Three
Million Dollars ($3,000,000) in the aggregate.
	 
	 	 
	Brokers / Agents:

	 	For Tenant: TCA Brokerage Services, LLC
	 

	 	For Landlord: TCA Brokerage Services, LLC
	 
	 	 
	Tenant’s Address:

	 	After Commencement Date:






	 	 	 	 	 
	 
	 	At the Premises	 	With a copy to:
	 
	 	 	 	 
	 
	 	 	 	Bernard Lee, Esquire
	 
	 	 	 	 
	 
	 	 	 	Cozen O’Connor
	 
	 	 	 	 
	 
	 	 	 	1900 Market Street
	 
	 	 	 	 
	 
	 	Attention:  Donna Epstein	 	Philadelphia, PA  19103
	 
	 	Telephone:  215-444-5571	 	Telephone:  215-665-6961
	 
	 	Telecopy:                      
                 	 	Telecopy:  215-701-2211






 


 









 





Landlord’s Address:




	 	 	 	 	 
	 
	 	For all Notices:	 	With a copy to:
	 
	 	TCA Plymouth, LP	 	Vincent T. Donohue, Esquire
	 
	 	% Trinity Capital Advisors, LLC	 	Lamb McErlane, PC
	 
	 	625 Ridge Pike, Suite 102	 	24 E. Market S., P.O. Box 565
	 
	 	Conshohocken, PA 19428	 	West Chester, PA 19381
	 
	 	Attention:  Kevin M. Doyle	 	Telephone:  610-430-8000
	 
	 	Telephone:  610-994-2401	 	Telecopy:  610-692-0877
	 
	 	Telecopy:  610-994-2418	 	 






{ Balance of Page Intentionally Blank }




 


 









 







The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified
above. If any conflict exists between any Basic Lease Information and the Lease, then the Lease
shall control.



	 	 	 	 	 
	 	TCA Plymouth, LP, a Delaware limited partnership

 	 
	 	By:  	TCA  PCC Management, LLC, a Delaware limited liability company, its general partner
 	 
	 	 	 
	 	By:  	/s/ Kevin Doyle
 	 
	 	 	Kevin M. Doyle, President 	 
	 	 	 	 
	 	Advanta Corp., a Delaware company

 	 
	 	By:  	/s/ Donna Epstein
 	 
	 	 	Donna B. Epstein, Vice President 	 
	 	 	 	 
	 




 


 











 




Plymouth Corporate Center




Lease Agreement




THIS LEASE is executed this 25th day of May, 2010, between TCA Plymouth, LP, a Delaware Limited
Partnership with its principal office located at 625 West Ridge Pike, Suite 102, Conshohocken, PA
19428 (“Landlord”), and Advanta Corp., a Delaware corporation (“Tenant”), who
mutually covenant and agree as follows:



WHEREAS: Tenant has expressed a desire to enter into a new Lease for a period.
Landlord and Tenant have reached agreement on appropriate terms; and



NOW THEREFORE, in consideration of the foregoing and of the sum of One Dollar to each party in
hand paid by the other, receipt of which is hereby acknowledged, and with both parties hereto
intending to be legally bound hereby, it is agreed as follows:




	 	1.	 	PREMISES






Landlord, in consideration of Tenant’s rents and covenants, as set forth in this Lease, does hereby
lease unto Tenant the premises known as Suite Number E 100 and Suite Number E 105 (the
“Premises”), in the building (the “Building”) known by Building E, with a street
address as 625 W. Ridge Pike, Borough of Conshohocken, Township of Plymouth, Pennsylvania 19428.
The two suites comprising the Premises are shown on Exhibit A attached hereto. The parties agree
that the Rentable Area of the Premises for all purposes of this Lease is 4,000 square feet in Suite
E 100 and 7,950 square feet in Suite E 105 for a combined total of 11,950 square feet.




	 	2.	 	TERM







	 	a)	 	The term of this Lease (the “Term”) shall be Five (5) Months, to
commence on June 1, 2010 (the “Commencement Date”), and continue until October 31,
2010 thereafter unless sooner terminated as provided for in this Lease.







	 	3.	 	BASE RENT







	 	a)	 	Tenant shall pay to Landlord as Base Rent for the Premises during the Term,
without demand, deduction or set-off,






	 	 	 	 	 	 	 	 	 
	 	 	Annual Base	 	Annual Base Rent	 	Monthly Base	 
	Lease Month	 	Rental Rate	 	(Not Applicable)	 	Rent	 
	 	 	 
	 	 	 	 	 	 
	1-5	 	$25.00
	 	N/A	 	$	24,895.83	 
	 	 	 
	 	 	 	 	 	 






 


 









 





payable in advance, in consecutive monthly installments prorated on a daily basis if the
Commencement Date is a day other than the first of the month. The first installment shall be due
and payable at the time of execution of this Lease.




	 	b)	 	RENT ABATEMENT:

	 
	 	 	 	Intentionally Omitted

	 
	 	c)	 	LATE CHARGE:






Without regard to the applicability of any grace period provided for in this Lease, if Base Rent,
Additional Rent or any other rent or other charge payable by Tenant to Landlord shall not be paid
by the 1st day of each month, a late payment charge of $750.00, shall be additional rent payable on
demand by Tenant to Landlord. Landlord’s receipt of such additional rent shall not be a waiver of
Tenant’s default, nor shall its receipt affect any other remedy available to Landlord hereunder or
otherwise.




	 	4.	 	ADDITIONAL RENT







	 	A.	 	The following definitions shall apply to this Lease:

	 
	 	i.	 	“Additional Rent” — The rent to be paid by Tenant with respect
to Expenses in accordance with the provisions of this paragraph 4, which rent
is in addition to the Base Rent provided for in paragraph 3.

	 
	 	B.	 	“Electricity Costs” — Tenant shall pay to Landlord, as
additional rent, the cost of electricity consumed within the Premises at the
fixed rate (except as provided below) of $32,862.50 per annum — payable in
equal monthly installments of $2,738.54, together with Tenant’s payment of
Monthly Base Rent. The electric charge set forth above shall remain constant
throughout the Term unless Landlord’s tariff rate is increased or decreased by
the utility supplying electric power to the Project. If such tariff rate is
increased or decreased, Tenant’s electric rate shall increase or decrease
accordingly.







	 	5.	 	SERVICES







	 	a)	 	Landlord shall supply the Premises with building standard janitorial services
as set forth on Exhibit “B”. Landlord shall provide, during normal business hours,
heat as necessary and air-conditioning service during the cooling season. “Normal
Business Hours” shall mean from 8 A.M. to 6 P.M., Monday to Friday, inclusive, and from
9 A.M. to 12 P.M. on Saturday, excluding legal holidays. Electricity is directly
supplied from the utility company supplying electricity to the Premises. Landlord shall
not be responsible for any problems arising from the deliver of electricity to the
Premises. All light bulbs, ballasts and their equivalents used or consumed on the
Premises shall be paid for by Tenant directly to Landlord, as Additional Rent.





 


 









 











	 	b)	 	If Tenant’s use of the Premises requires electrical service other than building
standard 110 volts, or separate electrical circuit(s), or if there otherwise is unusual
use of heat, air-conditioning, electricity or water (“Utilities”) because of any
special needs or practices of the Tenant or by reason of the business conducted in the
Premises by Tenant, Tenant shall pay for the cost upon demand, including installations
of separate meters if required by Landlord. Tenant shall not install in the Premises
any equipment which requires more electric current than Landlord is required to provide
under this Lease, without Landlord’s prior approval, and Tenant shall ascertain from
Landlord the maximum amount of load or demand for or use of electrical current which
can safely be permitted in the Premises, taking into account the capacity of electric
wiring in the Building and the Premises and the needs of other tenants of the Building,
and shall not in any event use any electrical equipment which, in Landlord’s opinion,
will overload or interfere with the electrical installations in the Building. Tenant
shall install its telephone system and computer wiring in the Premises in accordance
with all applicable codes. Tenant, or Tenant’s contractor, shall obtain necessary
permits prior to commencement of any cabling and coordinate installation with the
Landlord. No electric wires, antennae, satellite dish, aerial wires or other
electrical equipment or apparatus and signal, cable television, alarm or other utility
or similar service connections, hereinafter referred to as facilities, shall be
installed or changed inside, outside or to the Building by Tenant or its contractors or
representatives without the prior approval of Landlord, which approval shall not be
unreasonably withheld. Any such installation shall be at Tenant’s expense and
otherwise in accordance with the terms of this Lease. Without limiting the foregoing,
Landlord’s approval of such facilities may be contingent upon where such facilities are
to be located and routed through the Building and who is to be responsible for
ownership, installation, operation, maintenance, replacement and removal of such
facilities, and liability relating to them and their use, such as safety and
compatibility with the location of or interference with other facilities serving
Landlord or other tenants of the Building, which may require indemnification, insurance
or additional charge. Regardless of who is responsible for such facilities, Landlord
shall have the right to interrupt, turn off or maintain the facilities for reasons of
safety of Landlord and other tenants of the Building. Tenant shall reimburse Landlord
for its reasonable out-of-pocket expenses incurred in evaluating and continuing to
accommodate such facilities.

	 
	 	c)	 	Landlord does not warrant that any of the services mentioned above or any other
service will be free from interruption caused by repairs, improvements, alterations,
strikes, lockouts, labor controversies, accidents, inability of Landlord to procure
such services or to obtain fuel and supplies or any other cause(s) beyond the control
of Landlord. Any interruption of service whatsoever shall never be deemed an eviction
or disturbance of Tenant’s use and possession of all or any part of the Premises, or
render Landlord liable to Tenant for damages or relieve Tenant from performance of
Tenant’s obligations under this Lease except that Rent shall abate if Premises are
untenable for more than three (3) consecutive business days.





 


 









 











	 	d)	 	Intentionally Omitted

	 
	 	6.	 	INTENTIONALLY OMITTED

	 
	 	7.	 	USE AND CONDITION OF PREMISES

	 
	 	a)	 	The Premises shall be used for general office purposes only, and for no other
purpose, and shall be used and occupied in a careful, safe and proper manner.

	 
	 	b)	 	Tenant shall not use, occupy or permit the Premises or any part thereof or any
portion of the common area of the Building or Land to be used or occupied by Tenant,
it’s employees, agents and invitees (i) for any unlawful or illegal business, use or
purpose; (ii) in any manner that constitutes waste or a nuisance of any kind or is
categorized for insurance purposes as extra or especially hazardous or will increase
the rate for fire insurance covering the Land, the Building or the Premises; or (iii)
for any purpose or in any way in violation of any applicable law, ordinance or
governmental code or regulation as the same may be amended from time to time
(collectively, “Applicable Laws”); or (iv) in any way which shall or might subject
Landlord to any liability or responsibility for injury to any person or persons or to
property. Tenant shall comply with all Applicable Laws in connection with Tenant’s use
of the Premises. Moving or delivery of furniture, trade fixtures and equipment and
freight by or for Tenant shall be done at such times and in such manner as reasonably
may be required by Landlord.

	 
	 	c)	 	Tenant agrees to limit the number of Employees or Agents occupying the Leased
Premises to no more than one person per each one hundred and fifty rentable square feet
of office space at any time during the Lease Term. Landlord reserves the right to check
Tenant’s occupancy levels periodically, without prior notice to Tenant, in order to
monitor Tenant’s compliance with this provision. In the event Tenant fails, at any time
during the Lease Term, to comply with the terms of this Section, such failure shall be
an Event of Default under the Lease and Landlord shall be entitled to exercise all
remedies available to it under this Lease including but not limited to termination of
the Lease.

	 
	 	d)	 	Except as expressly set forth to the contrary in the Lease, Tenant acknowledges
that Landlord shall not be required to improve the Premises, and Tenant agrees to
accept the premises in its “as-is”, “where-is” condition on the Commencement Date.

	 
	 	e)	 	During non-business hours, Tenant shall have the right at the end of its Lease
Term to hold a sale at the Premises of its onsite assets.

	 
	 	8.	 	TENANT IMPROVEMENTS.

	 
	 	a)	 	Completion by Landlord. Landlord shall deliver the Premises in its
existing “as-is” condition with all its faults except that Landlord will paint Suite E
105 with two coats of flat wall paint at Landlord’s sole expense/ Any Improvements by
Tenant shall be at Tenant’s sole cost and expense.





 


 









 











	 	 	 	Tenant may elect to install its own carpeting. If Tenant elects to have Landlord
install carpeting, a $40,000 deposit for the carpet shall be paid to Landlord at the
time of lease execution. Tenant and Landlord will select a building standard 26
ounce broadloom carpet with a vinyl cove base. Any excess funds from the carpet
deposit shall be returned to Tenant upon completion of installation of the carpet.

	 
	 	 	 	If Tenant uses any of Landlord’s vendors, for example security or data services,
Landlord will contract through Landlord and pay any fees of such vendors as
Additional Rent to Landlord.

	 
	 	b)	 	Acceptance of Premises. Tenant has examined and knows the condition of
the Property, streets, sidewalks, parking areas, curbs and access ways adjoining it,
visible easements, any surface conditions and the present uses, and Tenant accepts them
in the condition in which they now are, without relying on any representation, covenant
or warranty by Landlord, except as to the work to be performed by Landlord pursuant to
subsection (a) above. Tenant’s occupancy of the Premises shall constitute Tenant’s
acceptance of such work by Landlord. Tenant and its Agents shall have the right, at
Tenant’s own risk, expense and responsibility, at all reasonable times prior to the
Commencement Date, to enter the Premises for the purpose of taking measurements and
installing its furnishings and equipment, provided that Tenant does not interfere with
or delay the work to be performed by Landlord, Tenant uses contractors and workers
compatible with the contractors and workers engaged by Landlord, and Tenant obtains
Landlord’s prior written consent. Notwithstanding anything herein to the contrary,
Landlord shall be required to obtain a certificate of occupancy for Tenant’s use of the
Premises as promptly as possible.

	 
	 	c)	 	Term. The term of this Lease shall commence on the later of June 1,
2010 or the date of substantial completion of the improvements to be constructed by
Landlord under subsection (a) above, but in any event no later than the date on which
Tenant occupies the Premises (the “COMMENCEMENT DATE”) and shall end at 11:59 p.m. on
the last day of the Term (the “EXPIRATION DATE”), without the necessity for notice from
either party, unless sooner terminated in accordance with the terms hereof; however, if
the date of substantial completion is delayed by Tenant, the Term shall commence as if
the Premises were substantially complete on June 1, 2010, as extended for reasons other
than those caused by Tenant.

	 
	 	9.	 	TENANT WORK AND ALTERATIONS

	 
	 	a)	 	With respect to the initial improvements to be made by Tenant, Tenant plans for
such Tenant work have been approved by Landlord and Landlord consents to the
performance of such work by Tenant. Tenant will make no other alterations in or
additions or improvements to the Premises (the “Alterations”) (including, without
limitation, the electrical equipment or installations) in excess of $25,000.00 without
first obtaining the written consent of Landlord which shall not be unreasonably
withheld, and then only in accordance with Landlord’s Alterations Requirements.





 


 









 











	 	b)	 	Tenant shall not make any alterations to the Tenant’s Premises which would
cause the Premises to be in violation of the Americans with Disabilities Act of 1990.

	 
	 	c)	 	Upon termination or expiration of this Lease, any or all Alterations,
additions, improvements and replacements made or provided by either party upon the
Premises, except moveable office furniture and equipment provided at Tenant’s expense,
shall be the property of Landlord, and remain upon and be surrendered with the
Premises, without molestation or injury. Tenant shall, at the Tenant’s cost, promptly
repair and restore any damage to the Premises caused by removal of Tenant’s furniture
and equipment.

	 
	 	10.	 	MECHANIC’S LIENS






Tenant shall not permit mechanic’s or other liens to be placed upon the Property, Premises or
Tenant’s leasehold interest in connection with any work or service done or purportedly done by or
for benefit of Tenant. If a lien is so placed, Tenant shall, within 15 days of notice from
Landlord of the filing of the lien, fully discharge the lien by settling the claim which resulted
in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien
Law. If Tenant fails to discharge the lien, then, in addition to any other right or remedy of
Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall
reimburse Landlord for any amount paid by Landlord to bond or insure over the lien or discharge the
lien, including, without limitation, reasonable attorneys’ fees (if and to the extent permitted by
Law) within 30 days after receipt of an invoice from Landlord.




	 	11.	 	COMMON USAGE; CHANGES IN PREMISES

	 
	 	a)	 	Tenant shall have the right to use, in common with other authorized persons and
vehicles, all driveways, parking areas (which are and shall be provided on all side of
the building and none of which are or shall be reserved or exclusive), sidewalks,
halls, elevators, lobbies, toilets and other common areas provided by Landlord from
time to time. Tenant shall exercise reasonable diligence that any vehicle or other
property or object belonging to its officers, agents, employees, licensees, contractors
or invitees will not block ingress and egress. Landlord shall maintain, manage and
operate the common areas in a reasonable manner. From time to time Landlord may
promulgate such reasonable rules and regulations relating to the common areas as
Landlord in its sole discretion may deem appropriate, and the use and occupancy thereof
by Tenant, its officers, agents, employees, licensees and contractors shall comply with
such rules and regulations.

	 
	 	b)	 	Landlord reserves the right, upon 60 days prior notice to Tenant, to change the
name of the Building.

	 
	 	c)	 	Intentionally Omitted





 


 









 











	 	12.	 	INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION

	 
	 	a)	 	Subject to the waivers in paragraph 12(e), Tenant shall indemnify, defend and
save harmless Landlord, its partners, officers, shareholders, agents and employees from
and against any and all claims and liability for, and any and all loss, cost, damage or
expense, including attorneys’ fees, of any nature whatsoever, arising by reason of
injury or death to persons or damage to, or theft, misappropriation or loss of, any
property occurring in, on or about the Building, the Land or the Premises, or alleged
to have been occasioned wholly or in part by any act or omission of Tenant, Tenant’s
officers, agents, contractors, invitees or employees, or arising out of or connected
with the use or occupancy of the Premises by Tenant, the materials or things maintained
or kept by Tenant, its officers, agents, contractors or employees in or on the Premises
or the Building, the approaches thereto and the common areas thereof; provided,
however, that Landlord shall be liable for such of, all or any of the foregoing as may
be due solely to the negligence of Landlord, or its officers, agents, contractors,
invitees or employees. The provisions of this paragraph 12(a) shall survive the
expiration or termination of this Lease.

	 
	 	b)	 	At all times during the term of this Lease, Tenant shall, at Tenant’s own
expense, keep in full force and effect a commercial general liability insurance policy
(ISO form or equivalent) from an insurance company acceptable to Landlord and having a
Best’s Rating classification of “A” or better, naming both Landlord and Tenant as
insured parties, against bodily injury, death or property damage occurring on or about
the Premises, with limits of liability of not less than Two Million Dollars
($2,000,000.00) with respect to bodily injuries, death or property damage arising from
any one occurrence and Three Million Dollars ($3,000,000.00) from the aggregate of all
occurrences within each policy year, which minimum limits shall be subject to change
from time to time in accordance with industry standards. Without limiting the
foregoing, such policy shall provide that such aggregate limit shall apply separately
at the Premises and that the insurer will notify Landlord if the available portion of
such aggregate is reduced by more than Two Million Dollars ($2,000,000) by either
payment of claims or the establishment of reserves for claims. Tenant agrees that, if
the aggregate limit applying to the Premises is reduced by the payment of a claim or
establishment of a reserve, Tenant shall take immediate commercially reasonable steps
to restore the required aggregate limit by endorsement to the existing policy or the
purchase of an additional policy. The policy shall also provide that no act or
omission of Tenant shall affect or limit the obligations of the insurance company in
respect of any other named insured. In addition, Tenant shall maintain insurance
against assumed or contractual liability under this Lease. At all times during the
term of this Lease, Tenant also shall, at Tenant’s own expense, keep in full force and
effect insurance against fire and such other risks as are, from time to time, included
in typical extended coverage endorsements, insuring Tenant’s furniture, furnishings,
equipment, floor and wall coverings, all Tenant improvements whether or not such are
legally construed as fixtures and all other items of personal property of Tenant
located on or within the Premises, with such coverage to be in an amount equal to the
replacement or repair cost thereof. All policies shall provide that they shall not be
canceled or changed without at least 30 days





 


 









 











	 	 	 	prior written notice to Tenant and Landlord and shall confirm the validity of the
waiver provided in paragraph 12(e). Tenant shall deposit certificates or other
evidence of such policy or policies of insurance in each case acceptable to Landlord
(or, if Landlord so requests, a copy of such policy or policies), validly issued by
the insurance carrier, with Landlord prior to the date possession commences and
thereafter at least 30 days prior to the expiration of any such policy. Without
limiting the foregoing, any certificate of insurance shall be issued on the ACORD 27
form (3/93) or such successor or other form as is acceptable to Landlord.

	 
	 	c)	 	In the event that, contrary to paragraph 9(b) of this Lease, Tenant does or
permits to be done anything in or about the Premises which results in an increase of
the insurance rates applicable to the Premises, the Building or the Land, then, whether
or not Landlord has consented to the same, Tenant shall pay to Landlord as additional
rent any resulting increase in premiums for insurance which may be charged during the
term of this Lease for the amount of insurance carried by Landlord on the Premises.

	 
	 	d)	 	Landlord shall keep in full force and effect a commercial general liability
insurance policy (ISO form or equivalent) against bodily injury, death or property
damage occurring on or about the Land or Building, with limits of liability of not less
than One Million Dollars ($1,000,000.00) with respect to bodily injuries, death or
property damage arising from any one occurrence and Two Million Dollars ($2,000,000.00)
from the aggregate of all occurrences within each policy year, which minimum limits
shall be subject to change form time to time as Landlord deems appropriate. Landlord
also shall keep in full force and effect broad form coverage insurance which affords
protection against casualty to the Building and any other improvements located upon the
Land in an amount not less than the full replacement value thereof, exclusive of
foundations, excavations and similar items not subject to exposure, together with such
fire and extended coverage which affords Landlord protection and coverage of any damage
or destruction to the leasehold improvements, as its interest may appear, located upon
the Premises or appurtenant to the Premise, in an amount not less than the full
replacement value thereof. Landlord shall also keep in full force and effect rental
income insurance which affords protection against the loss of rent and other sums of
money payable by Tenant to Landlord pursuant to this Lease, which coverage shall be in
an amount not less than the total of all such sums which Tenant would reasonably expect
to pay to Landlord during any twelve (12) month period.

	 
	 	e)	 	Notwithstanding any provision of this Lease to the contrary, and without
limiting the provisions of paragraph 20, Landlord and Tenant hereby waive, to the
extent that no insurance coverage is invalidated and that the right of the waiving
party to recover under its insurance is not prejudiced, any and all right of recovery,
claim, action or cause of action by the waiving party, or anyone claiming through or
under the waiving party by way of subrogation or otherwise, against the other party,
its agents or employees and, in the case of Tenant, against other tenants in





 


 









 











	 	 	 	the Building, for any loss or damage to the Premises, the Building or any additions
or improvements thereto or any contents therein as a result of fire or other cause
for which the waiving party may be reimbursed as a result of insurance coverage
affecting any loss suffered by either party to this Lease, regardless of cause or
origin, even if the fire or other cause shall have been the result of negligence of
the other party, its agent, employee, or any other party for whom such party may be
responsible or of another tenant or tenants in the Building. Landlord and Tenant
agree that each of their respective policies will include the waiver as set forth in
this paragraph so long as the same shall be obtainable without extra cost, or, if
extra cost shall be charged, the party hereto benefiting from the waiver shall pay
the extra cost. The provisions of this paragraph 12(e) shall survive the expiration
or termination of this Lease.

	 
	 	13.	 	DESTRUCTION

	 
	 	a)	 	If the Premises shall be damaged or destroyed in whole or in part by fire or
other cause ordinarily insurable under full standard fire, vandalism, malicious
mischief and extended coverage insurance in Pennsylvania during the term of this Lease,
this Lease shall terminated unless the damage can be repaired within thirty (30) days,
in which event Landlord will repair and restore the Premises to good and tenantable
condition with reasonable dispatch. If, as a result of such damage or destruction to
the Premises or the Building or any part thereof, Tenant is deprived of the use or
occupancy of all or any portion of the Premises, all rent shall abate in proportion to
that portion of the Premises which shall be untenantable, until the Premises shall be
restored to a tenantable condition; provided, however, that if the fire or other
cause(s) damaging or destroying the Premises shall result from the intentionally or
grossly negligent act or omission of Tenant, its agent, employee or contractor, there
shall be no abatement of rent.

	 
	 	14.	 	EMINENT DOMAIN






If any substantial portion of the Premises, the Building or the parking facilities for the Building
shall be taken by any public authority or surrendered or conveyed under power of eminent domain or
threat of eminent domain, then the term of this Lease shall cease as of the day possession shall be
taken by the public authority, Tenant shall be entitled to a pro rata refund of any rental paid in
advance for that period, rent and other charges under this Lease (other than additional rent due
Landlord resulting from Tenant’s failure to perform any of its obligations under this Lease)
otherwise shall be adjusted as of the date of such termination and, except as to provisions of this
Lease that expressly survive the expiration or termination of this Lease, the parties shall be
relieved of all obligations and liabilities thereafter accruing. All damages awarded for the
taking shall belong to and be the property of Landlord irrespective of the basis upon which they
are awarded, provided, however that Tenant shall have the right to bring a separate action against
the condemning authority for the recovery of Tenant’s moving expenses, displacement expenses, loss
of business and damage to Tenant’s personal property.


 


 









 






	 	15.	 	ASSIGNMENT, SUBLETTING AND SUBORDINATION

	 
	 	a)	 	Except for a Permitted Assignment (defined below), Tenant shall not mortgage,
pledge, assign or in any manner (including, without limitation, by operation of law)
transfer or permit the transfer of this Lease or any estate or interest in this Lease,
or effectuate a change in control of Tenant or of any guarantor of this Lease, without
the prior written consent of Landlord, nor sublet all or any part of the Premises
without like consent, nor permit the use of all or any part of the Premises by any
person or entity other than Tenant without like consent. (Any such assignment,
transfer, subletting or use is hereinafter called an “Assignment”.) In each case,
Landlord’s consent shall not be unreasonably withheld. Any consent by Landlord to any
Assignment of the Premises shall not constitute a waiver of the necessity of Landlord’s
consent for any subsequent Assignment. Tenant agrees to pay Landlord’s legal fees in
connection with Landlord’s consideration of any request by Tenant for consent under
this paragraph 15. Notwithstanding the foregoing, Tenant may assign this Lease to an
affiliate or a successor of Tenant, including, without limitation, any liquidating or
other trust that may be established with approval of the United States Bankruptcy Court
for the District of Delaware in the chapter 11 cases of Tenant and its debtor
affiliates (Case No. 09-13931 (KJC)) (“Permitted Assignment”).

	 
	 	b)	 	If at any time and from time to time Tenant shall request Landlord’s consent to
any Assignment, Tenant shall include with its request the name, address and current
financial statements of the proposed assignee, a description of the proposed assignee’s
business and of the proposed use of the Premises (which shall not be in conflict with
paragraph 7) and the rent, term and all other provisions of the proposed Assignment.
Landlord shall have the right and option, exercisable by written notice to Tenant, in
lieu of granting or withholding consent, to terminate this Lease by giving written
notice to Tenant. The termination shall be effective on the 30th day following the
date the termination notice is given, as if that date were the expiration date for the
Term of this Lease provided in paragraph 2, and the rent and other charges due under
this Lease shall be apportioned and adjusted as of the effective date of the
termination, rent and other charges under this Lease (other than additional rent due
Landlord resulting from Tenant’s failure to perform any of its obligations under this
Lease) otherwise shall be adjusted as of the date of such termination and, except as to
provisions of this Lease that expressly survive the expiration or termination of this
Lease, the parties shall be relieved of all obligations and liabilities thereafter
accruing. If Landlord so terminates this Lease, Landlord may, if it elects, enter into
a new lease covering all or part of the Premises with the intended assignee or
subtenant on such terms as Landlord and such person may agree, or enter into a new
lease covering the Premises with any other person; in such event, Tenant shall not be
entitled to any portion of the profit, if any, which Landlord may realize on account of
the termination and reletting. Any Assignment of this Lease, or subletting of the
Premises, whether or not consented to by Landlord, shall not relieve Tenant from
liability for payment of rent or any other charges due, or from the obligations of the
Tenant, under this Lease.







 


 












 





	 	c)	 	Landlord shall have the right to assign this Lease, or the rents and charges to
be paid under this Lease, or both, in its sole discretion, as additional security for
indebtedness secured by a mortgage on the Premises or otherwise. Landlord also
reserves the right to subordinate this Lease, and Tenant hereby agrees that this Lease
may be subordinated, to any mortgages which may hereafter be placed upon the Premises,
and to any and all advances to be made under, to the interest of, and all renewals,
replacements, and extensions of, any such mortgages, provided that the mortgagee shall
agree to recognize this Lease in the event of foreclosure while Tenant is not in
default. In the event of a sale, transfer, or assignment of Landlord’s interest in the
Building or any part thereof, including the Premises, or in the event of any
proceedings pending or brought for the foreclosure of, or in the event of the exercise
of any power of sale under any mortgage covering the Building or any part thereof,
including the Premises, or in the event of a cancellation or termination of any ground
or underlying lease covering the Building or any part thereof, including the Premises,
Tenant will attorn to and recognize such transferee, purchaser, ground or underlying
lessor or mortgagee as Landlord. If any mortgagee elects to treat the Lease as a prior
lien to its mortgage, then upon due notice to Tenant to that effect this Lease shall be
deemed prior in lien to the mortgage, whether or not this Lease is dated prior to or
subsequent to the date of the mortgage.

	 
	 	16.	 	TENANT’S DEFAULT







	 	A.	 	Events of Default






Tenant shall be considered to be in default of this Lease upon the occurrence of any of the
following events of default:




	 	1)	 	Tenant’s failure to pay when due all or any portion of the
Rent, if the failure continues for 5 days after written notice to Tenant
(“Monetary Default”).

	 
	 	2)	 	Tenant’s failure (other than a Monetary Default) to comply with
any term, provision or covenant of this Lease, if the failure is not cured
within ten (10) business days after written notice to Tenant. However, if
Tenant’s failure to comply cannot reasonably be cured within ten (10) days,
Tenant shall be allowed additional time as is reasonably necessary to cure the
failure so long as: (1) Tenant commences to cure the failure within ten (10)
days, and (2) Tenant diligently pursues a course of action that will cure the
failure and bring Tenant back into compliance with the Lease. However, if
Tenant’s failure to comply creates a hazardous condition, the failure must be
cured immediately upon notice to Tenant.

	 
	 	3)	 	The leasehold estate is taken by process or operation of Law.





 


 









 











	 	B.	 	Remedies

	 
	 	1)	 	Upon any default, Landlord shall have the right to pursue any
of its rights and remedies at Law or in equity, the following remedies:







a) Terminate this Lease, in which case Tenant shall immediately surrender
the Premises to Landlord. If Tenant fails to surrender the Premises,
Landlord may, in compliance with applicable Law and without prejudice to any
other right or remedy, enter upon and take possession of the Premises and
expel and remove Tenant, Tenant’s Property and any party occupying all or
any part of the Premises. Tenant shall pay Landlord on demand the amount of
all past due Rent and other actual losses and damages which Landlord may
suffer as a result of Tenant’s default. Landlord shall use commercially
reasonable efforts to mitigate any such losses or damages; provided that
such reasonable efforts shall not require Landlord to relet the Premises in
preference to any other space in the Building or to relet the Premises to
any party that Landlord could reasonably reject as a transferee pursuant to
Section 13 hereof.




b) Notwithstanding anything contained herein to the contrary, Landlord
waives any liens (whether contractual, statutory, or constitutional, arising
under common law or otherwise) that Landlord may have on Tenant’s Property.



Unless expressly provided in this Lease, the repossession or re-entering of all or any part of the
Premises shall not relieve Tenant of its liabilities and obligations under the Lease. No right or
remedy of Landlord shall be exclusive of any other right or remedy. Each right and remedy shall be
cumulative and in addition to any other right and remedy now or subsequently available to Landlord
at Law or in equity. If Landlord declares Tenant to be in default, Landlord shall be entitled to
receive interest on any unpaid item of Rent at a rate equal to the Prime Rate plus 5%. For
purposes hereof, the “Prime Rate” shall be the per annum interest rate publicly announced as its
prime or base rate by a federally insured bank selected by Landlord in the state in which the
Building is located. Forbearance by Landlord to enforce one or more remedies shall not constitute
a waiver of any default.




	 	1)	 	PA Additional Remedies.







a) When this lease and the Term or any extension thereof shall have been
terminated on account of any Event of Default by Tenant, which remains
uncured after the expiration of any applicable notice and/or cure period, 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.




b) The warrant to confess judgment set forth above shall continue in full
force and effect and be unaffected by amendments to this lease or other
agreements between Landlord and Tenant even if any such amendments or other
agreements increase Tenant’s obligations or expand the size of the Premises.
Tenant waives any procedural errors in connection with the entry of any
such judgment or in the issuance of any one or more writs of possession or
execution or garnishment thereon.




c) EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, TENANT KNOWINGLY AND
EXPRESSLY WAIVES 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.



	 	 	 	 	 
	 	Advanta Corp.

 	 
	 	By:  	/s/ Donna Epstein
 	 
	 	 	Name:  	Donna B. Epstein, 	 
	 	 	Title:  	Vice President 	 
	 




	 	17.	 	LANDLORD’ DEFAULT






In the event Landlord shall at any time be in default in the observance or performance of any of
the terms, conditions or covenants required to be performed or observed by Landlord hereunder and
any such default shall continue for a period of thirty (30) days after written notice to Landlord
from Tenant specifying such default (or, if such default is incapable of being cured in a
reasonable manner within thirty (30) days, then Landlord shall have such additional time as is
reasonably necessary to cure such default provided Landlord promptly commences such cure and
diligently pursues such cure to completion), then Tenant shall be entitled, in addition to all
remedies otherwise available under this Lease, at law or in equity, to (i) bring suit for the
collection of any amounts for which Landlord may be in default, without terminating this Lease;
(ii) Intentionally deleted; and/or (iii) subject to applicable notice and cure periods for the
Landlord, cure any such breach or default on behalf of Landlord, without terminating this Lease, in
which case Landlord shall pay Tenant for all the damages suffered by Tenant and for all the costs
and expenses incurred by Tenant in curing such default within forty-five (45) days of



 


 









 






written notice to Landlord of such amount, and if Landlord fails to pay and/or reimburse Tenant in
full within such forty-five (45) day period, then such amounts shall accrue interest at the Default
Rate from the date of the initial default, and Tenant shall have the right to deduct all amounts
from Additional Rent (but not from Base Rent). Notwithstanding anything to the contrary contained
in this Lease, in the event of an emergency Tenant shall have the immediate right to cure any such
breach or default by Landlord prior to the expiration of the applicable notice and cure period if
reasonably necessary to protect the Premises, to prevent injury or damage to persons or property or
in the event of any other emergency, and Landlord shall pay to Tenant all amounts expended by
Tenant within forty-five (45) days of written notice to Landlord of such amount, and if Landlord
fails to pay and/or reimburse Tenant in full within such forty-five (45) day period, then such
amounts shall accrue interest at the Default Rate from the date of the initial default, and Tenant
shall have the right to deduct all amounts from Additional Rent (but not from Base Rent). All
amounts due from Landlord to Tenant hereunder shall bear interest at the Default Rate if not paid
on or before the deadlines set forth herein. It is specifically understood and agreed, anything in
this Lease to the contrary notwithstanding, that there shall be no personal liability on Landlord
(nor on Landlord’s officers, principals, agents and employees) with respect to any of the
covenants, conditions or provisions of this Lease; in the event of a breach or default by Landlord
of any of its obligations under this Lease, Tenant shall look solely to the equity of Landlord in
the Property for the satisfaction of Tenant’s remedies.




	 	18.	 	NOTICES AND ESTOPPEL CERTIFICATES

	 
	 	a)	 	Every notice or payment required or permitted to be given under or in
connection with this Lease shall be deemed to be sufficiently given or served if
personally delivered or if sent by an overnight receipted courier or by certified or
registered mail, postage prepaid, and, if to Landlord, addressed to the attention of :






	 	 	 
	Landlord:
	 	TCA Plymouth, LP,
	 
	 	c/o Trinity Capital Advisors, LLC,
	 
	 	625 West Ridge Pike, Suite 102,
	 
	 	Conshohocken, PA 19428
	 
	 	Attn: Kevin M. Doyle
	 
	 	 
	 
	 	With a copy to:
	 
	 	Vincent T. Donohue, Esquire
	 
	 	Lamb McErlane, PC
	 
	 	24 E. Market St., P.O. Box 565
	 
	 	West Chester, PA 19381
	 
	 	Telephone: 610-430-8000
	 
	 	Telecopy: 610-692-0877
	 
	 	 
	Tenant, addressed to it at the Premises with a copy to:
	 
	 	 
	 
	 	Bernard Lee, Esquire
	 
	 	Cozen O’Connor
	 
	 	1900 Market Street
	 
	 	Philadelphia, PA  19103
	 
	 	Telephone:  215-665-6961
	 
	 	Telecopy:  215-701-2211






 


 









 





Either party may designate a different address or facsimile number, or a different person as
addressee, by complying with the provisions of this paragraph 18. All such notices or other
communications shall be deemed to have been sufficiently given and received for all purposes on the
date of delivery, if sent by personal delivery; and as of the next business day following the date
of deposit with the overnight courier, if sent by overnight courier, except that notices of change
in address shall be deemed given and received only upon actual written receipt or refusal of
delivery.




	 	b)	 	At any time and from time to time, Tenant agrees to execute, acknowledge and
deliver to Landlord, not later than ten 10) days after a request in writing from
Landlord, a statement in writing, in a form satisfactory to Landlord, certifying that
this Lease is in full force and effect and unmodified (or if there have been
modifications, that this Lease is in full force and effect as modified and stating the
modifications) and the dates to which the rent and other charges have been paid.
Tenant’s failure to deliver such statement within such time shall be conclusive against
Tenant that the information set forth in the statement as given by Landlord to Tenant
is true and correct, including, without limitation, (i) that this Lease is in full
force and effect, without modification except as specified, (ii) that there are no
uncured defaults in Landlord’s performance, and (iii) that not more than one month’s
rental has been paid in advance.

	 
	 	19.	 	HOLDING-OVER






If Tenant shall remain in possession of all or any part of the Premises after the expiration of the
Term without entering into a new lease, then Tenant shall be deemed a lessee of the Premises from
month to month, subject to all terms and conditions of this Lease, except that the monthly rental
shall be increased to one hundred fifty percent (150%) of the last Base Rent.




	 	20.	 	MAINTENANCE AND REPAIRS






Landlord shall keep in good repair and condition the foundation, roof and four outer walls of the
Premises, the common areas in the Building and the parking, roadway and landscaped areas in the
Building or on the Land and included in the common areas, except that Tenant, and not Landlord,
shall be obligated to make or perform, at Tenant’s cost and expense, any repairs or maintenance
occasioned by any intentional or grossly negligent act or omission of Tenant, its officers, agents,
employees, invitees or contractors. Tenant shall, at its own cost and expense, maintain and keep
in good repair and condition the Premises and its content and decoration (including, without
limitation, the window treatments) and in addition shall, also at Tenant’s own cost and expense,
replace all glass, windows and doors and all their frames and hardware in the Premises that may
become broken or damaged except that Landlord and not Tenant shall be responsible if occasioned by
any intentional of grossly negligent at or omission of Landlord, its officers, agents, employees,
invitees or contractors. If, after notice from Landlord, Tenant fails or refuses to make any
repairs or provide any maintenance required of Tenant under this Lease, then Landlord may, but
shall not be obligated to, make or cause the repairs to be made or
maintenance to be provided, and Tenant shall pay the full cost to Landlord upon demand as
additional rent.


 


 









 






	 	21.	 	DAMAGE AND NON-LIABILITY






All personal property belonging to Tenant, or to any of its officers, agents, employees or
contractors, and located on, in or about the Land, the Building or the Premises shall be there at
the sole risk of Tenant. Neither Landlord nor its agents or employees shall be liable to the
Tenant, its officers, agents, employees or contractors for any theft, loss or misappropriation of,
nor for any damage or injury to, their respective personal property, or for any bodily injury to
Tenant, its officers, agents, employees or contractors, occasioned by failure to keep the Premises
heated, cooled or in repair, or by or from structural failure or collapse of plumbing, gas, water,
steam or other pipes, or sewage, or the bursting, leaking or running of any water outlet, container
or fixture in, above, upon or about the Land, the Building or Premises, nor for injury or damage
occasioned by wind, water, snow or ice being upon or coming through the roof, skylight, windows,
doors, parking, road and sidewalk areas, or otherwise, nor for any injury or damage arising from
the omissions of any of the utilities or services supplied or due to be supplied by Landlord under
this Lease, nor from acts or negligence or willfulness of co-tenants or other occupants of the
Building or the landlord or any owners or occupants of adjoining or contiguous property, unless
caused by the negligence of Landlord or Landlord’s Agents or employees.




	 	22.	 	SURRENDER OF PREMISES UPON TERMINATION






Tenant shall deliver up and surrender to Landlord possession of the Premises upon expiration of
this Lease or its termination in any manner in as good condition and repair as the same shall be at
the commencement of the term, excepting only ordinary wear and tear and loss or damage by fire or
other insured casualty, and loss or damage the repair of which are Landlord’s responsibility under
this Lease, and in compliance with paragraph 7(b) and any other provision of this Lease relating to
the condition of the Premises upon expiration or termination of this Lease. Landlord shall have
the right to enter the Premises at all reasonable times during the term to make any alterations or
repairs to the Building which Landlord may deem necessary or appropriate for its safety and
preservation. This right of entry, however, shall be subject to all reasonable security
regulations for purposes of national defense issued either by the Tenant or by the United States
Government or any of its agencies. During the last two (2) months of the term of this Lease,
Landlord shall have the privilege of entering the Premises, to inspect and exhibit the Premises.




	 	23.	 	SIGNS






Tenant will not permit or cause to be placed on the outside or inside of the Building or elsewhere
on the Land any signs, notices or other media of advertising, except those installed or approved in
writing in advance by Landlord. At Tenant’s sole expense, Landlord shall install building standard
signage on Tenant’s suite entrance and in the first floor lobby directory at the beginning of the
Term.




	 	24.	 	QUIET ENJOYMENT






If Tenant shall promptly and faithfully perform all the covenants and agreements herein stipulated
to be performed on Tenant’s part, Tenant shall at all times during the term have the
peaceable and quiet enjoyment and possession of the Premises without hindrance or claim from
Landlord or any persons lawfully claiming the Premises.


 


 









 






	 	25.	 	SECURITY DEPOSIT






Tenant shall deposit with Landlord upon the execution of the Lease the sum of Fifty-Five Thousand,
Five Hundred Dollars ($55,500.00) as security for the faithful performance of Tenant’s obligations
under this Lease. If Tenant commits an Event of Default in any obligation under this Lease, Tenant
hereby authorizes Landlord at its option during continuance of the Event of Default without
terminating this Lease or otherwise waiving Landlord’s rights in the event of an Event of Default
by Tenant, to apply the deposit in payment of rent or other sums payable under this Lease or to any
of the Events of Default under this Lease. If any part of Tenant’s deposit is so used, Tenant
shall, upon demand, deposit with Landlord an amount in cash equal to the deposit used by Landlord.
If Tenant has no outstanding obligations under this Lease, the deposit shall be refunded within
sixty (60) days after the expiration of this Lease. No interest shall be paid on Tenant’s deposit
and Tenant’s deposit shall not be held in trust.




	 	26.	 	COMMISSIONS AND BROKERS FEES






Landlord and Tenant each represents and warrants to the other that such party has had no dealings,
negotiations or consultations with respect to the Premises or this transaction with any broker or
finder other than the Brokers/Agents identified in the Basic Lease Information; and that otherwise
no broker or finder called the Premises to Tenant’s attention for lease or took any part in any
dealings, negotiations or consultations with respect to the Premises or this Lease. Landlord shall
be responsible for payment of all commissions and brokerage fees due to the Brokers identified in
the Basic Lease Information. Each party agrees to indemnify and hold the other harmless from and
against all liability, cost and expense, including attorney’s fees and court costs, arising out of
any misrepresentation or breach of warranty under this Paragraph 27.




	 	27.	 	LIMITATIONS ON LANDLORD’S LIABILITY






It is expressly understood and agreed by Tenant that none of Landlord’s covenants, undertakings, or
agreements are made or intended as personal covenants, undertakings or agreements by Landlord, and
any liability for damage or breach or nonperformance by Landlord shall be collectible only out of
Landlord’s interest in the Leased Premises, and no personal liability is assumed by, nor at any
time may be asserted against, Landlord or any of its officers, partners, agents, employees, legal
representatives, successors or assigns, all such liability, if any, being expressly waived and
released by Tenant. Tenant acknowledges that Landlord has the right to transfer its interest in
the Leased Premises and in this Lease, and Tenant agrees that in the event of any such transfer,
Landlord shall automatically be released from all liability under this Lease and Tenant agrees to
look solely to such transferee for the performance of Landlord’s obligations hereunder if Landlord
has assigned the Security Deposit to such transferee.


 


 









 






	 	28.	 	FORCE MAJEURE






If by reason of strikes or other labor disputes, fire or other casualty (or reasonable delays in
adjustment of insurance), accidents, orders or regulations of any Federal, State, County or
Municipal authority, or any other cause beyond either party’s reasonable control, such party is
unable to furnish or is delayed in furnishing any utility or service required to be furnished by
such party under the provisions of this Lease or is unable to perform or make or is delayed in
performing or making any installations, decorations, repairs, alterations, additions or
improvements, or is unable to fulfill or is delayed in fulfilling any of such party’s other
obligations under this Lease excluding the payment of money, no such inability or delay shall
constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any
abatement or diminution of Rent, other than previously noted in this Lease, or relieve the other
party from any of its obligations under this Lease, or impose any liability upon such party or its
agents, by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s
business, or otherwise; provided that the affected party shall use reasonable efforts to mitigate
the effects of such event.




	 	29.	 	NO WAIVER






No waiver by Landlord of any breach of obligations, agreements or covenants of Tenant herein shall
be a waiver of any subsequent breach of any obligation, agreement or covenant of Tenant, nor shall
any forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of
any rights or remedies with respect to such or any subsequent breach, nor shall any waiver by
Landlord of any default or breach by Tenant under this Lease be deemed to have been made by
Landlord, unless contained in writing executed by Landlord.




	 	30.	 	BINDING LEASE; RECORDING






This Lease and all the terms and provisions hereof shall inure to the benefit of and be binding
upon the parties hereto, and their respective successors, heirs, executors and assigns, provided,
however, that the party signing this Lease as “Landlord”, its successors and assigns shall be
obligated to perform Landlord’s agreement and covenants under this Lease only during and in respect
of their respective successive periods as Landlord during the term of this Lease. This Lease will
not be recorded.




	 	31.	 	ENTIRE AGREEMENT; MERGER AND AMENDMENT; CONSTRUCTION OF TERMS

	 
	 	a)	 	This Lease, including, without limitation, all exhibits attached hereto,
supersedes any and all other agreements and contains the entire agreement between the
parties hereto and shall not be modified in any manner except by an instrument in
writing executed by the parties hereto or their respective successors in interest. If
more than one person or entity or a combination thereof comprise “Lessee”, their
liability hereunder shall be joint and several.

	 
	 	b)	 	The section headings contained herein are for convenience only and do not
define, limit or construe the contents of such sections. The use herein of the
singular number shall be deemed to mean the plural, and vice versa, and the masculine
gender shall be deemed to mean the feminine or neuter, and vice versa, wherever the
sense of this Lease so requires.





 


 









 











	 	32.	 	SUBMISSION OF LEASE; NO OPTION






The submission of this Lease for examination by Tenant does not constitute a reservation of or
option for the Premises, and this Lease shall become effective only upon execution and delivery
thereof by Landlord and Tenant. This Lease may be changed, waived, discharged or terminated only
by an instrument in writing signed by the party against whom such enforcement of such change,
waiver, discharge or termination is sought. All covenants and agreements of Landlord and Tenant
hereunder shall be deemed to be covenants running with the land, and each such covenant and
agreement shall be deemed to be and shall be construed as a separate and independent covenant of
the party bound by or making the same and shall not be dependent on any other provision of this
Lease except as specifically provided for herein.




	 	33.	 	WAIVER OF TRIAL BY JURY






It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall
and they hereby do waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other on any matters whatsoever arising out of or in any way
connected with this lease, the relationship of landlord and tenant, tenant’s use of, or occupancy
of the premises, and any emergency or other statutory remedy.




	 	34.	 	OPTION TO RENEW






As long as Tenant is not an uncured Event of Default as outlined in Paragraph 16.A, Tenant shall
have the Option to Renew the Lease on the same terms and conditions as the initial Term of the
Lease for six (6) additional one-month term extensions. Tenant must give Landlord thirty (30) day
advanced written notice of Tenant’s renewal. Tenant shall have the right in any notice to renew
for one or more term extensions, not to exceed in the aggregate six (6) months.




	 	35.	 	OPTION TO REDUCE SQUARE FOOTAGE






At the end of the Original Term and as long as Tenant is not an uncured Event of Default as
outlined in Paragraph 16.A, Tenant shall have the Option to Reduce the Square Footage of the
Premises for the remainder of any of the six (6) one-month term extensions outlined above. Tenant
must give Landlord thirty (30) day advanced written notice of Tenant’s renewal and Tenant’s Option
to Reduce Square Footage. The reduction in square footage can only be achieved by giving
appropriate notice and fully vacating and leaving in a broom clean condition either of the two
Suites that make up the Premises. Landlord shall refund to Tenant a proportionate share of the
Security Deposit within thirty (30) days of such reduction in space.




	 	36.	 	LENDER CONSENT






Landlord has obtained the consent to the Lease from the holder of the mortgage on the Project and
the agreement of the Mortgagee (“Mortgage”) that it and any successors or assigns will
recognize this Lease and not disturb Tenant in the event of foreclosure or deed in lieu of
foreclosure, provided Tenant is not in default under this Lease.


 


 









 






	 	37.	 	LICENSE FOR EGRESS






Tenant is hereby granted a license to enter and pass through Suite 102 as a means of egress in the
event of a fire or other emergency. Any improvements (such as a door), required to facilitate the
use of the license shall be at the expense of Tenant. Any lease by Landlord of Unit 102 shall be
subject to this license.




	 	38.	 	LEASE EXECUTION






This Lease may be executed in one or more counterparts, each of which shall constitute an original,
and all of which together shall constitute one and the same instrument.



{Balance of Page Intentionally Blank}




 


 









 







IN WITNESS WHEREOF, Landlord and Tenant have executed this instrument as of the date and year first
above written.



	 	 	 	 	 	 
	Witnesses to Landlord: 	 	TCA Plymouth, LP, a Delaware limited partnership

 	 
	/s/	 	  	 	 
	 	 	By:  	TCA PCC Management, LLC, a Delaware limited liability company, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 	 	By:  	                               /s/ Kevin Doyle
 	 
	 	 	 	Kevin M. Doyle, President 	 
	 	 	 	 	 
	Tenant:
Witnesses to Tenant:	 	Advanta Corp., a Delaware company

 	 
	 	 	By:  	/s/ Donna Epstein
 	 
	/s/	 	 	Donna B. Epstein, Vice President