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LEASE AGREEMENT

Lease Agreement

LEASE AGREEMENT | Document Parties: Beiler-Campbell Inc | FIRST NATIONAL BANK OF CHESTER COUNTY You are currently viewing:
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Beiler-Campbell Inc | FIRST NATIONAL BANK OF CHESTER COUNTY

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Title: LEASE AGREEMENT
Governing Law: Pennsylvania     Date: 8/8/2007
Industry: Regional Banks     Sector: Financial

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LEASE AGREEMENT

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LANDLORD: Beiler-Campbell Inc.

TENANT: First National Bank of Chester County

CENTER: Beiler-Campbell Center - PhaseII

 

ARTICLE I : GRANT AND BASIC TERMS.............................................1

1.1. Basic Terms and Definitions..................................1

1.2. Grant of Leasehold...........................................3

1.3. Commencement of Lease........................................3

1.4. Common Areas.................................................3

1.5. Commencement of Minimum Rent and Additional Rent.............4

1.6. Lease Term...................................................4

1.7. Condition of Leased Premises.................................4

1.8. Tenant's Work................................................5

1.9. Center Provisions............................................5

1.10. Option To Renew.................... .........................5

ARTICLE II : RENT.............................................................5

2.1. Minimum Rent.................................................5

2.2. Percentage Rent. (Intentionally Omitted)....................6

2.3. Gross Receipts Defined. (Intentionally Omitted).............6

2.4. Tenant's Records. (Intentionally Omitted)..................6

2.5. Audit. (Intentionally Omitted).............................6

2.6. Taxes and Insurance..........................................6

2.7. Interest on Delinquent Rent..................................7

2.8. Late Fee.....................................................7

2.9. Returned Checks..............................................7

ARTICLE III : CONDITION OF LEASED PREMISES....................................8

3.1. Landlord's Obligations. [Intentionally Omitted.

See section 1.06]..................8

3.2. Landlord's Work..............................................8

ARTICLE IV : CONDUCT OF BUSINESS..............................................8

4.1. Use of Leased Premises.......................................8

4.2. Operation of Business........................................8

ARTICLE V : COMMON AREAS......................................................8

5.1. Control of Common Areas by Landlord..........................8

5.2. Common Area Maintenance Contribution.........................9

5.3. Definitions..................................................9

ARTICLE VI : ALTERATIONS, LIENS AND SIGNS....................................10

6.1. Alterations.................................................10

6.2. Tenant Shall Discharge All Liens............................10

6.3. Signs, Awnings and Canopies.................................11

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ARTICLE VII : MAINTENANCE OF LEASED PREMISES, SURRENDER AND RULES............11

7.1. Maintenance, Repair, and Replacement by Tenant..............11

7.2. Maintenance by Landlord. [Intentionally omitted]...........12

7.3. Surrender of Leased Premises................................12

7.4. Rules and Regulations.......................................12

ARTICLE VIII : INSURANCE AND INDEMNITY.......................................14

8.1. Casualty Insurance..........................................14

8.2. Waiver of Subrogation.......................................14

8.3. Increase in Fire Insurance Premiums.........................14

8.4. Liability Insurance.........................................14

8.5. Indemnification of Landlord.................................15

8.6. Plate Glass Insurance.......................................15

8.7. Liquor Liability Insurance..................................15

8.8. Insurance Policy............................................15

ARTICLE IX : UTILITIES.......................................................16

9.1. Utility Charges.............................................16

ARTICLE X : PRIORITY OF LEASE................................................16

10.1. Subordination...............................................16

10.2. Notice to Landlord of Default...............................17

10.3. Estoppel Certificate........................................17

10.4. Attornment..................................................18

ARTICLE XI : ASSIGNMENT AND SUBLETTING.......................................18

11.1. Consent Required............................................18

ARTICLE XII : WASTE, GOVERNMENTAL AND INSURANCE REQUIREMENTS.................19

12.1. Waste or Nuisance...........................................19

12.2. Governmental and Insurance Requirements.....................19

12.3. Hazardous Substances........................................19

ARTICLE XIII : PROMOTION FUND................................................21

13.1. [Intentionally Deleted].....................................21

ARTICLE XIV : DESTRUCTION OF LEASED PREMISES.................................21

14.1. Partial Destruction.........................................21

14.2. Substantial Destruction.....................................21

14.3. Destruction of Center. [Intentionally Omitted].............21

ARTICLE XV : EMINENT DOMAIN..................................................21

15.1. Condemnation................................................21

ARTICLE XVI : DEFAULT OF TENANT..............................................22

16.1. Tenant's Default............................................22

16.2. Remedies....................................................23

16.3. Further Remedies of Landlord:...............................24

16.4. Legal Expenses:.............................................27

16.5. Failure to Pay; Interest....................................27

ARTICLE XVII : ACCESS BY LANDLORD............................................27

17.1. Right of Entry..............................................27

ARTICLE XVIII : TENANT'S PROPERTY............................................27

18.1. Taxes on Leasehold..........................................27

18.2. Loss and Damage.............................................28

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18.3. Notice by Tenant............................................28

ARTICLE XIX : HOLDING OVER; SUCCESSORS........................................28

19.1. Holding Over................................................28

19.2. Successors and Assigns......................................28

ARTICLE XX : QUIET ENJOYMENT.................................................28

20.1. Landlord's Covenant.........................................28

ARTICLE XXI : MISCELLANEOUS..................................................29

21.1. Waiver......................................................29

21.2. Accord and Satisfaction.....................................29

21.3. No Partnership..............................................29

21.4. Force Majeure...............................................29

21.5. Landlord's Liability........................................29

21.6. Notices and Payments........................................30

21.7. Financial Statements........................................30

21.8. Captions and Section Numbers................................30

21.9. Definitions.................................................30

21.10. Partial Invalidity..........................................31

21.11. Recording...................................................31

21.12. Entire Agreement............................................31

21.13. Jury Trial; Claims; Survival................................31

21.14. Applicable Law..............................................32

21.15. Consents and Approvals......................................32

21.16. Authority...................................................32

21.17. Interpretation..............................................32

21.18. Brokers.....................................................33

ARTICLE XXII : SECURITY AND RENT DEPOSITS....................................33

22.1. Amount of Security Deposit..................................33

22.2. Use and Return of Security Deposit..........................33

22.3. Rent Deposit................................................34

ARTICLE XXIII : TENANT AND COVENANTS; EASEMENTS..............................34

23.1. Tenant Covenants............................................34

23.2. Landlord Covenant...........................................34

23.3. Easements...................................................34

 

 

EXHIBITS

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The Center's Overall Development Plan..........................Exhibit A

Leased Area Diagram............................................Exhibit B

Disclosure For Confession of Judgment..........................Exhibit C

Estoppel Certificate...........................................Exhibit D

Construction Requirements for Tenant's Improvements............Exhibit E

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LEASE AGREEMENT

---------------

THIS LEASE AGREEMENT (the "Lease") is entered into pursuant to the following

terms and conditions:

ARTICLE I: GRANT AND BASIC TERMS

1.1. Basic Terms and Definitions.

---------------------------

This Lease is subject to the following basic terms and definitions:

(a) Date of Lease: May 1, 2007

(b) Landlord: Beiler-Campbell Inc

Address: 402 Bayard Road

Kennett Square, PA 19348

Attn: Brian Campbell

Phone: 610 444 7600

Tax ID Number: 23-274000

(c) Tenant: First National Bank of Chester County

Branch Address: 904 E Baltimore Pike

Kennett Square, PA 19348

Billing and Notices Address:PO Box 523

West Chester, PA 19381

Attn: Vice President Real Estate

Tax I.D. Number: 23-1209886

(d) Center: Beiler-Campbell Center - Phase II

Address: 904 E Baltimore

Pike Kennett Square, PA 19348

(e) Tenant's "Leased Premises": Pad Site highlighted and identified on

Exhibit "B."

(f) Rental Term: 10 years, subject to adjustment pursuant to Section

1.05 and subject to validly exercised Renewal Term(s) consisting of;

Three consecutive five year renewal periods and one four year renewal

period. (the "Renewal Term" or "Renewal Terms.")

(g) Construction Commencement Date: subject to Section 1.06

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Lease Commencement Date: May 1, 2007 subject to Sections 1.02 and 1.05

Lease Expiration Date: April 30, 2017 subject to Sections 1.02 and

1.05 Rent Commencement Date: May 1. 2007 subject to Section 1.04

Once actual dates are known, these dates shall be confirmed in writing

by both parties as required by Section 1.02.

(h) Minimum Monthly Rent: $10,0000.00 (see Section 2.01) Due 1st day

of each month:

See Rent Schedule attached as APPENDIX 1.

--- ----------

Minimum Annual Rent: $120,000.00 See Rent Schedule attached as

---

APPENDIX 1.

----------

(i) Option(s) to Renew: See Section 1.09. Three consecutive five year

renewal periods and one four year renewal period

(j) Use of Leased Premises (see Section 4.01): Retail Bank Branch or

other commercial use consistent with the operation or administration

of a state or federally chartered bank.

(k) Trade Name of Tenant (see Section 4.01): First National Bank of

Chester County

(l) "Broker": B.K. Campbell, Inc. (see Section 21.18)

(m) Security Deposit None (see Section 22.01)

(n) Rent Deposit: None (see Section 22.03)

(o) "Additional Rent": Landlord will provide reasonably detailed

estimates of Tenant's proportionate contributions for Common Area

Operating Costs, and other common charges no later than thirty (30)

days before the Lease Commencement Date.

(p) Late Fee on Rent and Other Charges (See Section 2.08): 5% after 10

days late

(q) Returned Check Fee (See Section 2.09): $50.00

(r) CAM Admin Fee (See Section 5.03): 7.5% of Total CAM Costs

(s) Condition of Leased Premises. See Section 1.06.

 

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1.2. Grant of Leasehold.

------------------

Landlord hereby demises and leases to Tenant, and Tenant rents from

Landlord, the Leased Premises as depicted on Exhibit "B." The Leased

Premises is within the Center, the overall Development Plan for which is

attached as Exhibit "A," subject to all of the terms and conditions of this

Lease.

1.3. Commencement of Lease.

---------------------

The Lease Term shall commence on the date that Landlord substantially

completes Landlord's Work (hereinafter "Lease Commencement Date"). As used

in this Lease, the terms (i) "Landlord's Work" shall mean the completion of

all common site work applicable to the Leased Premises. "Common Site Work"

shall include the following: (i) clearing and grading the Leased Premises

including the Limited Common Area) to within six inches of grading

standards required by applicable code, (ii) providing temporary and

permanent water (domestic and fire), fire hydrants including lateral lines

to within five (5) feet of the Leased Bank Pad; (iii) installation of fire

hydrants in a number and in such places as the local governing jurisdiction

shall require, including lateral lines within five (5) feet of the Leased

Bank Pad; (iv) providing main trunk sanitary and storm sewer lines,

permanent electric, gas and telephone service within five (5) feet of the

Leased Bank Pad, and underground pipes and off site and on site storm and

flood water detention areas and catch basins; (v) providing the parking

lot, sidewalk and interior roads (including entrances and exit driveways,

but excluding building sidewalks, loading docks and loading ramps) and

curbs associated therewith, all as shown on Exhibit A, (vi) providing a

parking lot lighting system, parking lot identification signs, traffic

control signs and entrance and exit signs; (vii) providing landscaping for

all nonbuilding areas including trees, shrubs, planters within the parking

and driving areas, (viii) off site improvements including any necessary

road improvements, traffic signals, median cuts, acceleration and

deceleration lanes as shown on Exhibit A. "Substantially complete" and

"substantial completion" shall mean the date that the Landlord's Work has

been completed in compliance with all applicable Township regulations,

ordinances, and laws, with the exception of minor items which can be

completed without material interference of the installation of fixtures or

improvements for Tenant's business. Upon substantial completion of the

foregoing and Tenants obtaining all required governing approvals including

approval of The Office of the Comptroller of the Currency (OCC); such

approvals to be obtained no later than April 30, 2007, the parties shall

sign a Tenant Estoppel Certificate in the form attached hereto as Exhibit

"D" that establishes the Lease Commencement Date, Rent Commencement Date,

and expiration of the Term and Renewal Periods.

1.4. Common Areas.

------------

(a) Use of Common Areas. The use and occupation by Tenant of the

Leased Premises shall include the use, in common with others entitled

thereto, of the Common Areas (as defined in Section 5.03), employees'

parking areas, service roads, loading facilities, sidewalks within the

Center (other than sidewalks appurtenant to Tenant's Building) and customer

car parking areas of the Center, and such other facilities as may be

designated from time to time by Landlord, subject, however, to the terms

and conditions of this Lease. Landlord may designate certain portions of

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the parking areas as reserved for use of certain tenants or customers of

certain tenants. All parking rights are also subject to all applicable

local rules, regulations, and ordinances. Landlord shall not permit any

construction, plantings or truck or delivery parking within the

cross-hatched area on Exhibit "B" that will impede or obstruct any site

lines or vehicle or pedestrian vision of the Building or Tenants approved

signage.

(b) Limited Common Area. Limited Common Area is that area depicted on

Exhibit "B," attached hereto, that is designed exclusively for use by

Tenant in connection with the Leased Premises. Where applicable, it is

specifically intended that Tenant's parking areas and sidewalks shall be

considered part of the Limited Common Area and any "drive-thru" window

facilities, sidewalks and loading dock areas appurtenant to Tenant's

Building shall be considered part of the Leased Premises. Costs for

maintenance, repair, replacement and any and all other expenses associated

with the Limited Common Elements shall, unless otherwise determined by

Landlord, be considered part of the costs of the Common Areas and shared

proportionately among all tenants within the Center.

1.5. Commencement of Minimum Rent and Additional Rent;Delay Payment

--------------------------------------------------------------

Tenant's obligation to pay Minimum Rent shall commence on May 1, 2007

(hereinafter the "Rent Commencement Date"). Tenant's obligation to pay

Additional Rent shall also commence on the Rent Commencement Date.

Concurrently with the date of this Lease, Tenant shall pay Landlord

Eighty Thousand Dollars ($80,000) as payment to Landlord of compensation

---------------- -------

lost by Landlord by reason of Tenant's extended delay selecting the Leased

Premises for a bank branch site and entering into this Lease.

1.6. Lease Term.

----------

The term of this Lease shall commence on the Lease Commencement Date,

continue for Ten (10) years beginning on the Rent Commencement Date

(subject, if applicable, to validly exercised Renewal Terms). In the event

the Rent Commencement Date is other than the first day of the month, the

period between the Rent Commencement Date and the first full day of the

first full month next succeeding shall be added to the Rental Term, and

therefore, the first year of the Rental Term shall be deemed to be extended

to include such partial month and the following twelve (12) months so as to

end on the last day of the month.

1.7. Condition of Leased Premises.

----------------------------

Landlord shall make all commercially reasonable efforts to complete

the Center within eighteen (18) months from the date that adequate public

sewage capacity is available for the Center. Tenant shall take and use the

Leased Premises on an "as is" basis, provided that Landlord shall warrant

that the Leased Premises shall be delivered to Tenant in substantial

compliance with all building and other applicable municipal codes or laws,

which warranty shall remain in effect for a period of one (1) year after

the Rent Commencement Date.

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1.8. Tenant's Work.

-------------

Other than Landlord's Work, Tenant shall make all other necessary

improvements to the Leased Premises to operate Tenant's business,

including, but not limited to, the construction of a building on the Leased

Premises and the installation of sewer, water and any other utilities not

provided by Landlord as part of Landlord's Work ("Tenant's Work"). Tenant's

Work shall be subject at all times to Landlord's approval and all of the

terms and conditions contained in Exhibit "E" attached to, and incorporated

into, this Lease, and any limitations expressed in the notes listed on

Exhibit "B."

1.9. Center Provisions.

-----------------

No rights or remedies shall accrue to Tenant arising out of the

failure of Landlord to construct or lease any other parts of the Center or

from any changes in occupancy by tenants in the Center. It is understood

that said Exhibit "A" sets forth the general layout of the Center but shall

not be deemed as a warranty, representation or agreement on the part of

Landlord that the Center layout will be exactly as depicted on said

Exhibit, and Landlord specifically reserves the right from time to time and

without the consent of Tenant: (i) to change the number, size, height

(including additional stories) or locations of the buildings or common

areas in the Center as Landlord may deem proper; (ii) to change or modify

any means of ingress or egress; (iii) construct building(s) and/or kiosk(s)

on or in the common area; or (iv) to add additional land or buildings or

both to the Center.

1.10. Option To Renew.

---------------

Provided Tenant is not in default of any material term, condition or

covenant contained in this Lease beyond any applicable cure period, Tenant

shall have the option of renewing this Lease for the Renewal Term or

Renewal Terms on the same terms and conditions as provided herein. An

option for a successive Renewal Term shall only be capable of exercise in

the event that the option for the preceding Renewal Term has been validly

exercised.

Notice of the exercise of such Option to Renew shall be given by

Tenant to Landlord in writing no later than one hundred eighty (180) days

prior to expiration of the Original Term or the previous Renewal Term.

ARTICLE II : RENT

2.1. Minimum Rent.

------------

Minimum Rent hereunder shall be as set forth in Section 1.00(h) and

shall be payable in monthly installments in advance, without set off, on

the first day of each and every month throughout the Lease Term from the

Rent Commencement Date at the office of Landlord or at such other place

designated by Landlord, without any prior demand. Minimum Rent for any

fractional month shall be prorated and payable in advance. For purposes of

this Lease, the Gross Leasable Area of the Leased Premises shall be deemed

to be that set forth in Section 1.00(e).

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2.2. Percentage Rent. (Intentionally Omitted)

---------------

2.3. Gross Receipts Defined. (Intentionally Omitted)

----------------------

2.4. Tenant's Records. (Intentionally Omitted)

----------------

2.5. Audit. (Intentionally Omitted)

-----

2.6. Taxes and Insurance.

-------------------

Tenant shall pay to Landlord as Additional Rent (i) its proportionate

share of real estate taxes, special taxes and assessments and all insurance

for the Center (excluding any tenants separately taxed or charged for

insurance) and (ii) any separate or special assessment related to the

Building. If the ground that constitutes the Leased Premises shall be

assessed as a separate parcel for real estate tax purposes, then,

notwithstanding the obligations described in subsection (i), above, Tenant

shall (in lieu of the obligation to pay a proportionate share of real

estate taxes applicable to the Center) pay 100% of any taxes on the Leased

Premises directly to the local taxing jurisdiction on or before the last

day before any penalties or interest for late payment may be assessed or

charged. Insurance shall include all risk coverage, fire insurance for the

full replacement value of the improvements, extended coverage and all other

perils coverage, loss of rents coverage, plus all endorsements and other

coverages required as the result of the operation of the Center by Landlord

and all Tenants. Landlord shall notify Tenant of the amount of such

charges, including with such notification copies of tax and insurance

bills, and Tenant shall pay Landlord such amounts within fifteen (15) days

from the date of notice to it by Landlord. Tenant's proportionate share is

the fraction, the numerator of which is the Gross Leasable Area in the

Leased Premises and the denominator of which is the total Gross Leasable

Area of the Center (excluding any tenants separately taxed or charged for

insurance), provided that if the taxes for the Center are increased

materially because of assessment of Tenant's improvements at a higher rate

than other tenants in the Center, Tenant agrees to pay any such excess

taxes and provided further that Tenant shall be responsible for all

additional fire insurance premiums as set forth in Section 8.03. Landlord,

at Landlord's option, may bill Tenant on a monthly basis based on

one-twelfth (1/12) of the estimated annual amount for taxes and insurance

as estimated by Landlord, and Tenant shall pay said cost for tax and

insurance with monthly Minimum Rent on the first day of each month in

advance. The initial estimate shall be as set forth in Section 1.00(o). In

the event that Tenant's payments in such year exceed Tenant's proportionate

share of the actual tax and insurance costs, Tenant shall be credited the

amount of the overpayment. If Tenant's proportionate share of the actual

tax and insurance costs exceeds the payments made in such year by Tenant,

Tenant shall pay the difference to Landlord within thirty (30) days of

receiving a detailed statement therefor from Landlord or Tenant shall be in

default of the Lease. In the event Tenant does not make said payment

monthly, Tenant shall be in default of this Lease. Additionally, with

respect to taxes:

(a) Right to Contest Assessments. Landlord may contest any and all

-----------------------------

such real estate taxes. If the result of any such contest shall be a

reduction in the amount of the real estate taxes so contested, that portion

of any refund, reduction, credit or recovery from the taxing authorities

with respect to such real estate taxes which is in the same proportion of

the total refund or recovery as Tenant's share of taxes, shall belong to

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Tenant, and the balance shall belong to Landlord. The reasonable cost of

any such contest shall be paid as Additional Rent in the same proportionate

share as the real estate taxes are paid.

(b) Real Estate Tax. Real estate tax means: (i) any fee, license fee,

---------------

license tax, business license fee, commercial rental tax, levy, charge,

assessment, penalty or tax imposed by any taxing or judicial authority

against the Center or land upon which the Center is located; (ii) any tax

or charge for fire protection, streets, sidewalks, road maintenance, refuse

or other services provided to the Center by any governmental agency; (iv)

any tax imposed upon this transaction, or based upon a re-assessment of the

Center due to a change in ownership or transfer of all or part of

Landlord's interest in the Center; and (v) any charge or fee replacing any

tax previously included within the definition of real property tax.

2.7. Interest on Delinquent Rent.

---------------------------

All delinquent Minimum Rent and Additional Rent and all other charges

due under this Lease shall accrue interest at a rate equal to the maximum

amount permitted by law, irrespective of and in addition to any Late Fees

charged pursuant to Article 2.08 of this Lease, from the due date of such

payment and shall constitute other rent payable by Tenant under this Lease

and shall be paid by Tenant to Landlord upon demand. Payment shall not be

deemed received if Tenant's payment is not actually collected (such as

charges for returned checks).

2.8. Late Fee.

--------

In the event that any monthly payment of rent provided for in this

Lease is received by Landlord on or after the tenth (10th) day of the

month, or any other charge provided for in this Lease shall become overdue

for a period in excess of ten (10) days, Tenant shall pay to Landlord a

late charge of five ($.05) cents for each dollar ($1.00) overdue, each

month that it remains overdue, to cover the extra expense involved in

handling delinquent payments.

2.9. Returned Checks.

---------------

In the event Landlord receives a check from Tenant written on

insufficient funds, Landlord may charge Tenant a $50.00 fee to reimburse

Landlord for its costs and expenses. In the event Tenant has two (2) checks

returned by the bank, for any reasons whatsoever, Landlord has the right to

require all future payments from Tenant to be paid in either certified

funds, a bank check or money order.

 

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ARTICLE III : CONDITION OF LEASED PREMISES

3.1. Landlord's Obligations. [Intentionally Omitted. See section 1.06].

----------------------

3.2. Landlord's Work.

---------------

The obligation to perform the Landlord's Work described in Section

1.02 shall constitute Landlord's sole obligation to prepare the Leased

Premises for occupancy by the Tenant, unless otherwise agreed by the

Landlord in writing.

ARTICLE IV : CONDUCT OF BUSINESS

4.1. Use of Leased Premises.

----------------------

Tenant shall use the Leased Premises solely for the purpose set forth

in Section 1.00(j).

4.2. Operation of Business.

---------------------

Tenant shall use its best efforts to open for business in accordance

with Section 4.1 within four (4) months after the Lease Commencement Date.

Tenant shall operate the Leased Premises in good faith during the Term

hereof and be open for business to the general public at least six days for

a minimum of 40 hours per week. Tenant agrees not to operate another

location that is open for business to the general public for the same use

as described in 1.00(j) within a two (2) mile radius of the Center during

the Term of this Lease (excluding any In-Store branch operation, which will

be allowed under this restriction)

ARTICLE V : COMMON AREAS

5.1. Control of Common Areas by Landlord.

-----------------------------------

The Common Areas as defined in this Lease shall at all times be

subject to the exclusive control and management of Landlord, and Landlord

shall have the right from time to time to establish, revoke, modify and

enforce reasonable rules and regulations with respect to all or any part of

said facilities. Landlord shall also have the right to close all or any

portion of said areas or facilities to such extent as may, in the opinion

of Landlord's counsel, be legally sufficient to prevent a dedication

thereof or the accrual of any rights to any person or the public therein;

and to do and perform such other acts in and to said areas and

improvements, and/or revise and develop the same, as Landlord shall

determine to be advisable, with a view to the improvement of the

convenience and use thereof by the tenants of the Center and their

customers, provided proper access to the Leased Premises is maintained.

Notwithstanding the foregoing, Landlord will in all cases maintain access

to Route 1 and Bayard Road for ingress and egress from all Common Areas.

Additionally, Landlord shall create and maintain a Site and Directory Sign

(Appendix II) and Tenants identity shall appear at the top of the sign and

occupy 1/6th (.167%) of the Signs capacity. Concurrently with the date of

this Lease, Landlord and the owner ("Adjacent Owner") of the lot on which

is located the Access Easement shown on Exhibit "A" (the "Access Easement)

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shall execute and record in the Recorder of Deeds Office of Chester County

an access easement (reasonably acceptable to Tenant) granting non-exclusive

perpetual vehicular access to and from the Leased Premises and Bayard Road.

5.2. Common Area Maintenance Contribution.

------------------------------------

During each calendar year or any portion thereof during the lease

term, Tenant will pay to Landlord as Additional Rent, subject to the

limitations hereinafter set forth, a proportion of the common area

maintenance costs hereinafter defined based upon the ratio that the square

feet of Gross Leasable Area in Leased Premises leased to Tenant herein

bears to the total square feet of all of the Gross Leasable Area leased and

available for lease to all tenants in the Center, excluding for any item of

costs the square footage of Gross Leasable Area allocated to any tenant

responsible for directly paying such costs; provided, however, if any item

of common area maintenance cost for the Center is increased materially

because of Tenant's use, Tenant shall additionally pay for such excess

cost. Tenant's share of such costs shall be estimated by Landlord on an

annual basis for each calendar twelve (12) month period ending on December

31, prorating fractional years. The initial estimate shall be as set forth

in Section 1(o). Tenant shall pay such estimated charge in monthly

installments on the first day of each month in advance, and shall pay any

excess charge within thirty (30) days of receiving a detailed statement

therefor from Landlord or Tenant shall be in default of the Lease. In the

event that Tenant's payments in such year exceed Tenant's proportionate

share of the actual common area maintenance costs, Tenant will be credited

the amount of the overpayment. Notwithstanding the foregoing, Tenants share

of Common Area Charges shall not include any brokers commission for

releasing.

5.3. Definitions.

-----------

For the purpose of this paragraph, "Common Area Maintenance Costs"

means the total costs and expense incurred in operating, managing,

maintaining, repairing, relocating, modifying, renovating and replacing the

Common Areas hereinafter defined, including without limitation the costs of

maintaining flags, banners, retaining walls, fences, bird houses, bridges,

equipment and fees for the operation of loud speakers and other equipment

supplying music to Common Areas, detention ponds, fire sprinkler system,

utility lines and resurfacing or patching the parking areas and labor

associated with line painting, sidewalks and curbs, security and traffic

control, security alarm systems, exterior building painting and repairs,

public liability and umbrella insurance, gardening, watering and

landscaping, lighting, maintenance of sanitary control, all costs for

utilities to Common Areas, removal of snow (including removal of snow from

roof and canopy), ice, drainage, rubbish, and other refuse, costs to remedy

or comply with governmental and/or hazardous or environmental and hazardous

waste matters, or repair or installation of equipment for energy-saving or

safety purposes, reserves for future maintenance and repair work (which

Tenant hereby authorizes Landlord to use as necessary), any costs

associated with any merchants' association for the Center, Christmas and

seasonal decorations, depreciation on equipment and machinery used in

maintenance, cost of personnel required to provide such services, including

all wages, workmen's compensation insurance, employee benefits,

unemployment insurance, social security insurance, medical insurance and

all other taxes and costs of maintaining such employees, and such other

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items of cost and expense which are relatable to proper maintenance of the

Common Areas, plus seven and one half percent (7.5%) of all of the

foregoing costs to cover the administrative cost relative to the Common

Areas.

"Common Areas" means all areas, space, equipment, and special services

provided by Landlord for common or joint use and benefit of the occupants

of the Center, their employees, agents, servants, customers and invitees,

including without limitation parking areas, access roads, driveways,

retaining walls, fences, bird houses, bridges, landscaped and vacant areas,

detention ponds, loading facilities, pedestrian malls, walkways, ramps,

wash rooms, fountains, shelters, signs, security, lighting fixtures and

equipment, cost of utility service, and the areas appurtenant to each of

the aforesaid, the Limited Common Area and any other areas maintained for

the benefit of the Center. Landlord shall have the right to modify the

Common Areas from time to time as deemed reasonable by Landlord.

ARTICLE VI : ALTERATIONS, LIENS AND SIGNS

6.1. Alterations.

-----------

The requirements of this Section 6.1 shall apply to Tenant's Work as

described in Section 1.7 and any alterations thereafter. Tenant shall not

make or cause to be made any alterations, including additions and

improvements, to the Leased Premises or to any exterior signs, shades or

awnings that are inconsistent with the style and features intended by

Landlord to be employed within the Center. Any alterations shall be subject

to Landlord's written approval and made at Tenant's sole expense. Any roof

penetrations necessitated by Tenant's use of Leased Premises shall be

performed by Landlord's contractor at Tenant's expense only upon receipt of

Landlord's written approval. Tenant shall provide its own trash containers

for construction debris; use service entrances to the Leased Premises, if

any; conduct no core drillings during business hours; and disrupt other

tenants as little as possible. Tenant shall secure any and all governmental

permits, approvals or authorizations required in connection with any such

work and shall hold Landlord harmless from any and all liability, costs,

damages, expenses (including attorney's fees) and liens resulting

therefrom. All alterations (expressly including all light fixtures and

floor coverings, heating, ventilating, air conditioning, plumbing,

lighting, and electrical systems, except: trade fixtures, trade appliances

and trade equipment that do not become a part of the Leased Premises),

shall immediately become the property of Landlord. Tenant shall utilize

only licensed contractors or subcontractors.

6.2. Tenant Shall Discharge All Liens.

--------------------------------

Tenant shall promptly pay its contractors and materialmen for all work

done and performed by Tenant, so as to prevent the assertion or imposition

of liens upon or against the Leased Premises, and shall, upon request

provide Landlord with lien waivers, and should any such lien be asserted or

filed, Tenant shall bond against or discharge the same within sixty (60)

days after written request by Landlord. In the event Tenant fails to remove

or bond said lien within said sixty (60) days, Landlord may, at its sole

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<PAGE>

option, elect to satisfy and remove the lien by paying the full amount

claimed or otherwise, without investigating the validity thereof, and

Tenant shall pay Landlord upon demand the amount paid out by Landlord in

Tenant's behalf, including Landlord's costs and expenses with interest or

Tenant shall be in default hereunder. Landlord's election to discharge

liens as provided hereunder shall not be construed to be a waiver or cure

of Tenant's default hereunder.

6.3. Signs, Awnings and Canopies.

---------------------------

Tenant will not, without Landlord's prior written consent, place or

suffer to be placed or maintained upon the roof or on any exterior door,

wall, window or sidewalk of the Leased Premises, any sign, awning or

canopy, or advertising matter or other thing of any kind, including

satellite dishes or other communications systems, and will not without such

consent place or maintain any decoration, lettering or advertising matter

on the glass of any window or door of the Leased Premises. All exterior

signs shall be approved in advance by Landlord, which approval shall not be

unreasonably withheld, delayed, or conditioned as long as such signage

complies with all applicable zoning and municipal regulations applicable to

such signage, and is consistent with Tenant's original designs (completed

as part of Tenant's work hereunder), or the type of signs otherwise

approved by Landlord within the Center. All signs, awnings, canopies,

decorations, lettering, advertising matter or other thing so installed by

Tenant shall be professionally made and tasteful in design and shall at all

times be maintained by Tenant, at its expense, in good condition and

repair.

ARTICLE VII : MAINTENANCE OF LEASED PREMISES, SURRENDER AND RULES

7.1. Maintenance, Repair, and Replacement by Tenant.

----------------------------------------------

Tenant shall, at its expense, at all times repair, maintain, and

replace (a) the roof, exterior walls, and foundations of the building

constructed by Tenant on the Leased Premises (the "Building"), the interior

of the Building, together with exterior entrances, all glass and all window

moldings, (b) all fixtures, partitions, ceilings, floor coverings and

utility lines in the Leased Premises, and all plumbing and sewage

facilities within the Leased Premises including free flow up to utility

owned sewer lines, and (c) all doors, door openers, equipment, machinery,

appliances, signs and appurtenances thereof (including lighting, heating,

air conditioning, and plumbing equipment and fixtures), in conformity with

governmental regulations and all rules and regulations of the Board of Fire

Underwriters, in good order, condition, maintenance and repair. If any item

which Tenant is obligated to repair cannot be fully repaired and more than

two (2) years are left in the Term, Tenant shall promptly replace such

item. Tenant shall be responsible for any structural, interior and exterior

alterations and/or repairs to the Leased Premises required by any

governmental entity or insurance carrier because of Tenant's specific use

of the Leased Premises or arising from damage caused by Tenant, its

employees, servants or agents. If Tenant be required to make any

alterations or improvements to the Leased Premises, Tenant shall proceed

with same at its own cost. Tenant may contract with, at its sole cost, a

reputable service company to perform routine seasonal preventive

maintenance on the HVAC system. Tenant shall provide evidence of any such

contract to Landlord within thirty (30) days of its effective and shall

also deliver copies of all renewal contracts to Landlord as they occur. If

Tenant refuses or neglects to commence or complete repairs, maintenance,

preventive maintenance contract or replacements promptly and adequately,

Landlord may make or complete said repairs, maintenance or replacements and

Tenant shall pay the cost thereof to Landlord upon demand.

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<PAGE>

7.2. Maintenance by Landlord. [Intentionally omitted].

-----------------------

7.3. Surrender of Leased Premises.

----------------------------

At the expiration of the tenancy hereby created, Tenant shall

peaceably surrender the Leased Premises, including all alterations,

additions, improvements and repairs made thereto; all interior partition

walls; any power wiring or power panels; lighting or lighting fixtures;

wall coverings; drapes, blinds or other window coverings; carpets or other

floor coverings; or other similar building operating equipment. The Leased

Premises shall be left broom clean and in good condition and repair,

reasonable wear and tear excepted. Tenant shall remove all its property not

required to be surrendered to Landlord before surrendering the Leased

Premises (including trade fixtures, trade equipment, signs, decorations and

trade personal property) as aforesaid and shall repair any damage to the

Leased Premises caused thereby. Any personal property remaining in the

Leased Premises at the expiration of the lease period shall be deemed

abandoned by Tenant, and Landlord may claim the same and shall in no

circumstances have any liability to Tenant therefor. The cost of removing

such items which are abandoned by Tenant shall be charged to Tenant. Upon

termination, Tenant shall also surrender all keys for the Leased Premises

to Landlord and, if applicable, inform Landlord of any combinations of

locks or safes in the Leased Premises. All utilities are to be transferred

into Landlord's name, effective the date of Surrender. In no event shall

the utility service ever be turned off. If services are terminated, Tenant

shall be solely responsible for any resulting damage to the Premises. If

the Leased Premises are not surrendered at the end of the term as

hereinabove set out, Tenant shall indemnify Landlord against loss or

liability resulting from delay by Tenant in so surrendering the Leased

Premises, including without limitation claims made by the succeeding tenant

founded on such delay. Tenant's obligation to observe or perform this

covenant shall survive the expiration or other termination of the Lease

Term.

7.4. Rules and Regulations.

---------------------

Tenant agrees as follows:

(a) The delivery or shipping of goods, merchandise, supplies and

fixtures to and from the Leased Premises shall be subject to such rules and

regulations as in the judgment of Landlord are necessary for the proper

operation of the Center.

(b) No loud speakers, televisions, phonographs, radios or other

devices shall be used in a manner so as to be heard or seen outside the

Leased Premises without the prior written consent of Landlord.

(c) Tenant shall not place or permit any obstructions, signage or

merchandise in the outside areas immediately adjoining the Leased Premises

or other Common Areas and shall not use such areas for business purposes

other than for ingress and egress. So called "Sidewalk Sales" are

prohibited. Any unauthorized use of the sidewalk shall result in a Two

Hundred Fifty ($250.00) Dollar per day penalty to Tenant for each

infraction, in addition to any and all other rights afforded the Landlord

pursuant to this Lease.

12

<PAGE>

(d) Tenant and Tenant's employees shall park their cars only in those

portions of the parking area designated for that purpose by Landlord.

Tenant and Tenant's employee's cars not parked in the designated areas may

be towed, at the owner's expense and/or Tenant shall be charged $50.00 per

day for each and every day of the infraction.

(e) Tenant shall have full responsibility for protecting the Leased

Premises and the property located therein from theft and robbery.

(f) Tenant shall not permit on the Leased Premises any act or practice

which is unlawful, immoral, or which might injure the reputation of the

Center.

(g) Tenant and Tenant's employees and agents shall not solicit

business in the parking or other Common Areas, nor shall Tenant distribute

or place handbills or other advertising matter in or on automobiles parked

in the parking areas or in other Common Areas.

(h) Tenant shall not conduct any auction, fire, bankruptcy sales or

close out sales in the Leased Premises.

(i) Tenant shall keep the Leased Premises free and clear of rodents,

bugs and vermin, and Tenant shall use, at its cost and at such intervals as

Landlord shall reasonably require, a reputable pest extermination

contractor to provide extermination services in the Leased Premises.

(j) Tenant shall keep the Leased Premises and adjacent Common Areas

orderly, neat, clean and free from rubbish and trash at all times and to

permit no refuse to accumulate around the exterior of the Leased Premises.

Tenant shall not burn any trash, rubbish or garbage in or about the Leased

Premises. Trash shall be stored in a sanitary and inoffensive manner inside

the Leased Premises or in screened areas approved by Landlord, and Tenant

shall cause the same to be removed at reasonable intervals unless Landlord

initiates a Center-wide trash removal and recycling program (which may or

may not include any or all of the anchor tenants) in which case Tenant

shall participate fully and such cost shall be billed as part of the Common

Area maintenance as described in Article V.

(k) The Leased Premises shall be open for business at Tenant's

discretion, provided that Tenant meets the minimum standards described in

Section 4.02. Tenant shall not be required to be open for business on legal

holidays or Sundays.

(l) To use or permit the use of the Common Areas by others to whom

Landlord may grant or may have granted such rights in such manner as

Landlord may from time to time designate, including but not limited to

truck and trailer sales and special promotional events.

(m) Tenant shall not use, nor permit any part of the Premises to be

used, for any residential purposes whatsoever, for any period of time, no

matter how brief.

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<PAGE>

Landlord reserves the right from time to time to amend or supplement

the foregoing rules and regulations and to adopt and promulgate reasonable

additional rules and regulations applicable to the Leased Premises. Notice

of such rules and regulations and amendments and supplements thereto, if

any, shall be given to Tenant in writing. Tenant agrees to comply with all

such rules and regulations, and Tenant shall be responsible for the

observance of these rules and regulations by Tenant's employees, agents and

invitees. The foregoing rules are solely for the benefit of Landlord, and

Landlord shall have no obligation to enforce such rules for the benefit of

Tenant. Landlord, at its option, may waive certain rules with respect to

individual tenants. If Tenant violates any rule, Landlord may notify Tenant

that Tenant is in Default.

ARTICLE VIII : INSURANCE AND INDEMNITY

8.1. Casualty Insurance.

------------------

Tenant shall at all times keep and maintain in force and effect its

own insurance coverage, protecting it from loss, damage or injury by

whatever means, with respect to all furniture, fixtures, machinery,

equipment, stock in trade, and all other items kept, used, or maintained by

Tenant in, on, or about the Leased Premises.

8.2. Waiver of Subrogation.

---------------------

Each of the parties hereto does hereby release the other party hereto

from all liability for damage due to any act or neglect of the other party

(except as hereinafter provided) occasioned to property owned by said

parties which is or might be incident to or the result of a fire or any

other casualty against loss from which either of the parties is now

carrying or hereafter may carry insurance; provided, however, that the

releases herein contained shall not apply to any loss or damage occasioned

by the willful acts of either of the parties hereto. The parties further

covenant that any insurance obtained on their respective properties shall

contain an appropriate provision whereby the insurance company or companies

consent(s) to the mutual release of liability contained in this paragraph.

8.3. Increase in Fire Insurance Premiums.

-----------------------------------

Tenant agrees not to keep, use, sell or offer for sale, in or upon the

Leased Premises, any articles or goods which may be prohibited by the

standard form of fire insurance policy. Tenant agrees to pay upon demand

any increase in premium for fire and extended coverage insurance and all

other perils that may be charged during the term of this Lease on the

amount of such insurance which may be carried by Landlord on said premises,

or the building of which the same are a part, resulting from the use of the

Leased Premises by Tenant, whether or not Landlord has consented to such

use.

8.4. Liability Insurance.

-------------------

Upon taking possession of Leased Premises, Tenant shall, during the

entire term hereof, keep in full force and effect a policy of public

liability and property damage insurance with respect to the Leased Premises

and the business operated by Tenant and permitted subtenants of Tenant in

the Leased Premises in which the limits of coverage shall not be less than

$1,000,000 per occurrence for bodily and/or personal injuries, and in which

the coverage for property damage liability shall not be less than

$1,000,000 or a combined single limited of $1,000,000 with limits to be

increased as reasonably requested by Landlord from time to time.

14

<PAGE>

8.5. Indemnification of Landlord.

---------------------------

Tenant will protect, indemnify, defend and save harmless Landlord, its

agents and servants, to the extent permitted by law, from and against any

and all claims, actions, damages, suits, judgments, decrees, orders,

liability and expense (including costs and attorney fees) in connection

with loss of life, bodily injury, personal injury and/or damage to property

of whatever kind or character, howsoever caused, arising from or out of any

occurrence in, upon or about the Leased Premises, or in the occupancy or

use by Tenant of the Leased Premises or any part thereof, or occasioned

wholly or in part by any act or omission of Tenant, its agents,

contractors, employees, servants, sublessees or concessionaires,

notwithstanding any possible negligence (whether sole, concurrent or

otherwise) on the part of Landlord, its agents, contractors, employees or

servants.

8.6. Plate Glass Insurance.

---------------------

Tenant shall keep and maintain in force during the term hereof, plate

glass insurance upon windows and doors in the Leased Premises.

8.7. Liquor Liability Insurance.

--------------------------

In the event that at any time during the term of this Lease or any

extension or renewal thereof, beer, wines or other alcoholic liquors or

beverages are sold or given away upon or from the Leased Premises (it being

understood and agreed, however, that the foregoing provision shall not

authorize the use of the Leased Premises for such purposes without the

express consent of Landlord being set forth otherwise in this Lease),

Tenant shall, at its sole expense, obtain, maintain and keep in force,

adequate liquor liability insurance protecting Tenant and Landlord in

connection therewith within policy limits acceptable to Landlord. In the

event Tenant shall fail to procure such insurance where applicable,

Landlord may procure the same at Tenant's expense. In the event such

insurance is not carried, sales of the foregoing products shall be

suspended until such coverage is in force.

8.8. Insurance Policy.

----------------

The insurance required in this Article VIII shall be in form approved

by Landlord. The policy shall name Tenant and Landlord as additional

insured and shall c


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