Lease Agreement dated March 13, 2009 for Corriere Road and Route 248 in Lower Nazareth Township, PA



Page

ARTICLE I

BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS

1.1

INTRODUCTION

1.2

BASIC DATA

1.3

ENUMERATION OF EXHIBITS

1.4

CERTAIN DEFINITIONS

ARTICLE II

DESCRIPTION OF PREMISES AND APPURTENANT RIGHTS

2.1

LOCATION OF PREMISES

2.2

APPURTENANT RIGHTS AND RESERVATIONS

ARTICLE III

TERM OF LEASE

3.1

COMMENCEMENT DATE

3.2

LANDLORD'S WORK AND ESTIMATED OCCUPANCY DATE .

3.3

TENANTS WORK

3.4

INTENTIONALLY LEFT BLANK

3.5

CONTINGENCIES

ARTICLE IV

RENT

4.1

MINIMUM RENT

4.2

LEASE YEAR

ARTICLE V

USE OF PREMISES

5.1

PERMITTED USE

5.2

EXCLUSIVE USE

ARTICLE VI

ASSIGNMENT AND SUBLETTING

6.1

ASSIGNMENT LIMITATIONS

ARTICLE VII

MAINTENANCE OF BUILDING, ETC

7.1

LANDLORD'S REPAIR OBLIGATIONS

7.2

TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS

7.3

TENANT'S ALTERATIONS

7.4

UTILITIES

7.5

SECURITY

7.6

LIGHTING

Page

ARTICLE VIII

INDEMNITY AND PUBLIC LIABILITY INSURANCE

8.1

TENANT'S INDEMNITY

8.2

INJURY CAUSED BY THIRD PARTIES

8.3

LANDLORD'S INDEMNITY

8.4

SCOPE OF INDEMNITY

ARTICLE IX

LANDLORD'S ACCESS TO PREMISES REIMBURSEMENTS AND RIGHTS OF SELF HELP

9.1

LANDLORD'S RIGHT OF ACCESS

9.2

EXHIBITION OF SPACE TO PROSPECTIVE TENANTS

ARTICLE X

INSURANCE

10.1

FIRE AND EXTENDED COVERAGE INSURANCE

10.2

SPRINKLER SYSTEM

10.3

FIXTURES AND EQUIPMENT INSTALLED BY TENANT

10.4

INSURANCE RATES

10.5

NON-SUBROGATION AGAINST TENANT

10.6

NON-SUBROGATION AGAINST LANDLORD

ARTICLE XI

DAMAGE OR DESTRUCTION

11.1

11.2

11.3

ABATEMENT OF RENT AND OTHER CHARGES

ARTICLE XII

TAXES

12.1

REAL PROPERTY TAXES

12.2

PERSONAL PROPERTY TAXES

12.3

DEFINITION OF TENANT'S ALLOCABLE (OR PRO RATA) SHARE OF INSURANCE

ARTICLE XIII

EMINENT DOMAIN  .

13.1

EFFECT OF CONDEMNATION

13.2

DIVISION OF AWARD

13.3

ABATEMENT OF RENT AND OTHER CHARGES

ARTICLE XIV

DEFAULT

14.1

EVENTS OF DEFAULT

ARTICLE XV

TENANT'S SIGNS

15.1

TENANT'S SIGNING RIGHTS

Page

ARTICLE XVI

COMMON AREA MAINTENANCE

ARTICLE XVII

MISCELLANEOUS PROVISIONS

17.1

MECHANIC'S LIENS

17.2

WAIVER

17.3

DISPUTES

17.4

INTEREST

17.5

INVALIDITY OF PARTICULAR PROVISIONS

17.6

NOTICES

17.7

PROMOTIONAL EVENTS; ACCESS

17.8

INTENTIONALLY OMITTED

17.9

GOVERNING LAW

17.10

DEFINITION OF TERM

17.11

PARAGRAPH HEADINGS

17.12

ESTOPPEL CERTIFICATE OF LANDLORD

17.13

ESTOPPEL CERTIFICATE OF TENANT

17.14

RELATIONSHIP OF THE PARTIES

17.15

AUTHORITY

17.16

COMPLETE AGREEMENT

17.17

LIMITATION OF LANDLORD'S LIABILITY

17.18

HOLDOVER

17.19

BROKER'S COMMISSION

17.20

SURVIVAL OF OBLIGATIONS

17.21

FORCE MAJEURE

17.22

RADIUS RESTRICTION

17.23

TAXES ON LEASEHOLD

17.24

SUBORDINATION, ATTORNMENT

17.25

COVENANT OF QUIET ENJOYMENT

17.26

SHORT FORM LEASE

17.27

LANDLORD'S DEFAULT

17.28

COVENANTS OF LANDLORD

17.29

NOTICE TO MORTGAGEE

17.30

STATUS REPORTS

17.31

ASSIGNMENT OF THE LEASE TO MORTGAGEE

17.32

ENVIRONMENTAL

17.33

INTENTIONALLY OMITTED

17.34

LANDLORD'S TITLE

17.35

17.36

PARKING

17.37

EASEMENTS

ARTICLE XVIII

RIGHTS OF EXTENSION

ARTICLE XIX

RIGHT OF FIRST REFUSAL

ARTICLE XX

LEASEHOLD MORTGAGE

20.1

LEASEHOLD MORTGAGE

20.2

EFFECT OF TERMINATION OF LEASE ON LEASEHOLD MORTGAGE .

MINIMUM

MONTHLY

YEAR

RENT

INSTALLMENT

1-5

$ 80,000.00

$ 6,666.67

6-10

$85,000.00

$7,083.33

11-15

$95,000.00

$7,916.67

MINIMUM

MONTHLY

YEAR

RENT

INSTALLMENT

16-20

$105,000.00

$ 8,750.00

MINIMUM

MONTHLY

YEAR

RENT

INSTALLMENT

21-25

$115,000.00

$9,583.33

MINIMUM

MONTHLY

YEAR

RENT

INSTALLMENT

26-29 years

$125,000.00

$10,416.67

11 months



(a)

Solely for the purpose of operating a retail financial institution (including drive-thru service windows and/or automatic tellers and all services or products which may be permitted under applicable Federal and State Banking Laws). It is understood that the Tenant may not use the Premises as hereinafter defined for any retail purposes which are otherwise prohibited by any other leases in the Shopping Center or which violate any prohibited or exclusive uses, as shown on Exhibit "U" attached hereto, or which violate any exclusive uses which may hereinafter be granted to other tenants in the Shopping Center, or which compete with any other existing use in the Shopping Center provided that Tenant shall not be prevented from operating the Premises for the permitted use set forth above.

1.3

ENUMERATION OF EXHIBITS. The following Exhibits are a part of this Lease, are incorporated herein by reference, attached hereto, and to be treated as apart of this Lease for all purposes. Undertakings contained in such Exhibits are agreements on the part of Landlord and Tenant, respectively, to perform the obligations stated therein to be performed by Landlord and Tenant, as and where stipulated therein.

1.4

CERTAIN DEFINITIONS. As used herein, the terms set forth below have the following meanings:

2.1

LOCATION OF PREMISES. Landlord hereby demises and leases Tenant and Tenant hereby accepts from Landlord, the Premises shown on Exhibit "S" as the red hatched area as those to be occupied by Tenant.

2.2

APPURTENANT RIGHTS AND RESERVATIONS. Tenant shall have, as appurtenant to the Premises, the non-exclusive right to use and permit its customers to use in common with others lawfully entitled thereto, without any charge therefor, the Access Drive(s) as shown on Exhibit "S" for ingress and egress, public or common areas, not including buildings, sidewalks, parking areas, roadways in the Shopping Center (collectively, the "Common Areas" as more fully hereinafter defined), but such rights shall always be subject to reasonable, uniform rules and regulations from time to time established by Landlord (subject to Tenant's rights under Section 16(b) hereof) by suitable notice and applicable to all tenants in the Center.  Neither Tenant, nor its customers shall be permitted to park in the adjoining parcel.

3.1

COMMENCEMENT DATE.



(a)

The term of this Lease shall be the period specified in Section "1.2" hereof as the "Lease Term". The "Rent Commencement Date" of this Lease shall commence on the earlier of (a) the opening for business or (b) six (6) months after the date when Landlord delivers the Building Pad to Tenant provided Landlord has substantially completed all other site work as set forth on Exhibit "L" by the end of such six (6) month period, unless Landlord is prevented by Tenant's failure to complete Tenant's Work as set forth on Exhibit "T", in which event Tenant shall commence paying rent at the end of such six (6) month period notwithstanding that Tenant may not have completed Tenant's Work or opened for business. Landlord will complete Landlord's Work when Tenant has completed such work to enable Landlord to complete its work. If Landlord's Work is not substantially complete by the end of the six (6) month period, not due to Tenant's fault, the Rent Commencement Date, shall be extended until Landlord's Work is substantially complete. If Tenant's building is not complete by the Rent Commencement Date, Tenant shall commence paying rent and all other charges subject to the provisions of this Section 3.1 (a) and the failure to have the building completed shall not be an Event of Default, unless the Tenant's building is not completed by the date provided in Section 3.3(a) below,



(b)

Upon the Rent Commencement Date, the Tenant shall (i) be obligated to commence payment of Minimum Rent, Additional Rent and all other charges required to be paid by the Tenant under this Lease, all of which shall be deemed to be additional rent and (ii) be required to perform all obligations required to be performed by the Tenant under the terms of the Lease (in addition to the obligations required to be performed by the Tenant prior to the Rent Commencement Date).



(c)

As soon as may be convenient after the Rent Commencement Date has been determined, Landlord and Tenant agree to join with each other in the execution of a Commencement Certificate, in the form set forth on Exhibit "C". The Rent Commencement Date and specified term of this Lease shall be stated in said Commencement Certificate.

(d)

It is understood and agreed that at such time as Tenant or its employees, agents, contractors or invitees enter the Premises after the Execution Date and prior to the Rent Commencement Date, for any purpose whatsoever, including without limitation, the performance of Tenant's Work, all of the terms, covenants and conditions of this Lease shall apply to the parties as if the Lease Term had begun at such time excepting those provisions as to Minimum Rent, Additional Rent and any other charges payable by Tenant, which shall go into effect as of the Rent Commencement Date, even if Tenant's Work is not completed. Tenant shall place in its name, any utilities which Tenant requires during the performance of Tenant's Work, and Tenant shall be responsible for any and all utility charges incurred.

3.2

LANDLORD'S WORK AND ESTIMATED OCCUPANCY DATE.



(a)

Subject to delay by causes beyond the reasonable control of Landlord or those set forth in Section 17.21 of this Lease, or attributable to Tenant's action or inaction, Landlord shall use reasonable speed and diligence to perform the work to be performed by Landlord, as specified in Exhibit "L", Landlord's Work shall be performed in accordance with all applicable laws and codes. Landlord's work shall primarily consist of the preparation of the building pad to specifications provided by Tenant and attached hereto as Exhibit "L" and preparation of the Site Work as defined in Exhibit "L".



(b)(l)

When Landlord Substantially Completes the Building Pad (as the term "Substantial Completion" is defined below), Landlord shall give Tenant written notice of Landlord's intent to tender possession of the Building ("Pad Delivery Notice") and Tenant shall have ten (10) business days from receipt of the Pad Delivery Notice to inspect the Building Pad to assure that it complies with all requirements of Tenant's Plans. Upon acceptance of the Building Pad by Tenant or the failure of Tenant to object to Landlord's Work within said ten (10) business day period, Landlord shall have no further responsibility or liability to Tenant for any matters arising out of Landlord's preparation of the Building Pad. Tenant shall give Landlord written notice within the ten (10) business day inspection period of any deficiencies in the Building Pad and upon completion or correction of such deficiencies, Landlord shall promptly provide Tenant with a new Pad Delivery Notice. Landlord agrees to use all reasonable efforts to complete the Building Pad by July 1,2009 (provided all of Tenant's contingencies to this Lease are either satisfied or waived by June 1, 2009), but such date is merely a target date (the "Target Date") and Tenant agrees to accept Landlord's tender of possession when the Building Pad has been completed, provided, however, if Landlord has not delivered the Pad Delivery Notice within ninety (90) days after the Target Date, subject to the matters provided in Section 17.21 of this Lease, Tenant may, upon ten (10) business days written notice to Landlord, complete the balance of Landlord's Work to be completed and bill the actual and reasonable cost thereof to Landlord unless Landlord commences to complete the Building Pad within said ten (10) day period and proceeds with due diligence to complete the same. If Landlord fails to pay Tenant's costs of completing the Building Pad within ten (10) business days after receipt of Tenant's bill, Tenant may deduct such sum plus interest at the default rate as set forth in Section 17.4 of this Lease, from the Minimum Rent, Additional Rent due and owing to Landlord until such bill is paid in full. Notwithstanding the foregoing, Landlord and Tenant agree that if the contingencies to this Lease are either satisfied or waived prior to June 1, 2009, Landlord agrees to use all reasonable efforts to complete the Building Pad within thirty (30) days after the date that Landlord receives written notice confirming all of the contingencies have been either satisfied or waived.





(b)(2)

When Landlord Substantially Completes Landlord's Work, other than the Building Pad, Landlord shall give Tenant written notice of Landlord's intent to tender possession of the Premises ("Notice of Tender") and Tenant shall have ten (10) business days from receipt of the Notice of Tender to inspect Landlord's Work to assure that it complies with all requirements of Tenant's Plans and of this Section "3.2". Upon acceptance of the Landlord's work by Tenant or the failure of Tenant to object to Landlord's Work within said ten (10) business day period, such Landlord's Work shall be deemed substantially complete, Tenant shall give Landlord written notice within the ten (10) business day inspection period of any deficiencies in Landlord's Work and upon completion or correction of such deficiencies, Landlord shall promptly provide Tenant with a new Notice of Tender. Landlord agrees to use all reasonable efforts to complete Landlord's Work, other than the Building Pad, by November 1, 2009 (provided all of Tenant's contingencies are either satisfied or waived by June 1, 2009), and provided that Tenant has completed no later than October 1, 2009 its building construction and completed the installation of its drive-thru canopy, but such date is merely a target date, (the "Remainder Work Target Date") and Tenant agrees to accept Landlord's tender of possession when the Landlord's Work at the Premises has been Substantially Completed; provided, however, if Landlord has not give the Notice of Tender within ninety (90) days after the Remainder Work Target Date, subject to the matters provided in Section "17,21" of this Lease and provided that the delay is not the result of Tenant's failure to complete its building construction and complete the installation of its drive-thru canopy, Tenant may, either upon ten (10) business days written notice to Landlord, complete the balance of Landlord's Work to be completed and bill the actual and reasonable cost thereof to Landlord, unless Landlord commences to complete Landlord's Work within said ten (10) day period and proceeds with due diligence to complete. If Landlord fails to pay Tenant's costs of completing Landlord's Work within ten (10) days after receipt of Tenant's bill, Tenant may deduct such sum plus interest at the default rate as set forth in Section 17.4 of this Lease from the Minimum Rent, Additional Rent due and owing to Landlord until such bill is paid in full. Notwithstanding the foregoing, Landlord and Tenant agree that if the contingencies to this Lease are either satisfied or waived prior to June 1, 2009, the Landlord agrees to use all reasonable efforts to complete Landlord's Work, other than the Building Pad, within thirty (30) days after the date that Tenant has completed its building construction and completed the installation of its drive-thru canopy.



(c)

"Substantial Completion", as used in this Article, shall mean completed subject to minor punch list items which shall be completed by Landlord within thirty (30) days of the Notice of Tender, or completed by Tenant pursuant to Section 3.3 above to such an extent that Tenant may reasonably commence and thereafter continue to perform the work to be performed by Tenant under Exhibit "T" without undue interference with the balance of the work to be performed by Landlord in the Premises, in accordance with Exhibit "L", or unreasonable interference by Landlord with the work to be performed by Tenant in the Premises, in accordance with Exhibit "T".



(d)

Tenant shall reimburse Landlord for any utility, traffic and Township impact fees in an amount not to exceed $15,000.00. Such amount shall be due and payable by Tenant on the Rent Commencement Date,



(e)

This Lease is contingent on Landlord being able to secure proper zoning, site plan and land development approvals. If said approvals are not issued by June 1, 2009, Landlord or Tenant shall be permitted to terminate this Lease upon ten (10) days written notice to the other party in which event this Lease will be deemed terminated as of the date set forth in said notice unless the approvals are received within said ten (10) day period. Landlord and Tenant acknowledge that in the event this Lease is terminated pursuant to this Section 3.2(e) that neither party shall be entitled to reimbursement for any costs they have incurred in connection with this transaction.

3.3

TENANT'S WORK.



(a)

Tenant shall perform, at its own cost and expense, all of the Tenant's Work set forth in Exhibit "T" and all other work required by Tenant under this Section "3.3" and any other provisions of this Lease. It is understood that Tenant shall be obligated to construct the building shown on Exhibit "T", and the sidewalks, canopies, roof drains, drive-thru lanes and all other improvements set forth onExhibit "T". Tenant shall be responsible for obtaining all necessary permits from all governmental authorities in connection with Tenant's Work and Landlord agrees to cooperate with Tenant in obtaining such permits.



(b)

In addition to the work required to be performed by the Tenant as set forth in Exhibit "T", the Tenant shall, at its sole cost and expense order, install and pay for the installation of all other improvements, fixtures, personal property and equipment (not set forth in Exhibit "L"), necessary, suitable and appropriate for the operation of Tenant's business in the Premises (the "Fixtures and Equipment").



(c)

The Building and all improvements and all leasehold repairs, alterations, additions at any time made by the Tenant at and/or to the Premises or attached to or used in connection with the Premises (all hereinafter collectively called the "Tenant's Improvements") shall be deemed attached to the Premises and shall be deemed to be the property of the Landlord upon the expiration or sooner termination of this Lease. The Tenant may not remove said Tenant's Improvements but said Tenant's Improvements shall remain upon the Premises and upon the expiration or sooner termination of this Lease shall be surrendered with the Premises as a part thereof without disturbance, molestation or injury. Tenant's Fixtures and Equipment shall remain the property of the Tenant at all times and may be removed by the Tenant from the Premises upon the expiration or earlier termination of this Lease. Tenant shall repair any damages caused by the removal of its Fixtures and Equipment.



(d)

Intentionally Omitted.



(e)

Within thirty (30) days after the execution of this Lease, Tenant, at its sole cost and expense, shall prepare final building plans and specifications (the "Plans") in accordance with the prototype plans and specifications included within Exhibit "T". Tenant shall provide the plans to Landlord for its approval which shall not be unreasonably withheld or delayed. Landlord shall within five (5) business days after receipt of such Plans, advise Tenant of any objections to the Plans. Landlord's objections, if any, must be based upon the failure of the Plans to conform to Exhibit "T". Within ten (10) days after receipt of Landlord's objections, if any, Tenant shall revise the Plans and resubmit to Landlord for approval. This process shall continue until the Plans are approved by Landlord. Each party agrees to use reasonable efforts and good faith in connection with the approval process for the Plans. If during any period when the Plans are out for the Landlord's approval, the Plans are not approved or rejected within the time period provided for herein the same shall be deemed approved. If the Plans are not approved by Landlord within ninety (90) days after the execution of this Lease, Landlord shall have the right to terminate this Lease upon ten (10) days written notice which termination shall be deemed null and void if Tenant provides acceptable Plans within said ten (10) day period. The Plans must be prepared and the building constructed in accordance with all applicable building codes, rules and regulations, including fire regulations and in accordance with standards set forth in the Americans with Disabilities Act.



(f)

All work performed by the Tenant with respect to the Premises and the Building Perimeter shall:



(1)

be done as expeditiously as possible, in a good and workmanlike manner and with first-class new materials,



(2)

be done in such manner as will not interfere unreasonably with work being done by the Landlord upon the Premises or any other portion of the Shopping Center,



(3)

be subject to the reasonable inspection of the Landlord or its agents or contractors so long as they do not interfere with such construction,



(4)

be performed only by such contractors or subcontractors as have been duly licensed by the authority having jurisdiction over the appropriate profession,



(5)

be done at the risk of the Tenant, and



(6)

be done in accordance with the applicable laws and requirements of all regulatory authorities having jurisdiction with respect thereto.



(g)

The Tenant agrees at its expense to obtain and maintain for so long as the Tenant's Work continues, builders risk insurance, and public liability insurance in an amount not less than $2,000,000.00 to protect the Landlord as well as the Tenant from and against any and all liability for death of or injury to person or damage to property caused by reason of the conduct of the Tenant's Work and workers' compensation insurance. The Tenant shall deliver to the Landlord certificates evidencing such coverage prior to the commencement of the Tenant's Work which shall name Landlord as an additional insured using ISO Form 20-26. Tenant's contractor and each subcontractor shall provide evidence of liability insurance naming Landlord as additional insured as provided above.



(h)

Tenant shall have the right to enter onto the Premises after the execution of this Lease for purposes of commencing Tenant's Work and conducting any tests it requires in connection therewith, pursuant to Section 3.1(d).

3.4

INTENTIONALLY LEFT BLANK.

3.5

CONTINGENCIES.       This Lease is contingent upon satisfaction of the following conditions by June 1, 2009:



(a)

Tenant and Landlord obtaining permits for the development and operation of a bank branch on the Premises in a form and manner acceptable to Tenant (including all desired signs and service windows), including but not limited to, all required municipal, county and state approvals and permits, including PennDOT (if applicable).



(b)

Tenant and Landlord obtaining acceptable title (including recordation of all necessary ancillary lease documents such as a memorandum of lease and all required non-disturbance agreements).



(c)

Acceptable survey provided by Landlord (including confirmation of acceptable and adequate utilities for the operation of the Premises and acceptable access to public roads).



(d)

Acceptable environmental conditions, with a Phase I Environmental Report provided by Landlord.



(e)

Acceptable soil conditions to be verified by Tenant.



(f)

Banking regulatory approval(s) to be secured by Tenant, including the approval of this Lease and the location of the bank branch by the Pennsylvania Department of Banking and the FDIC. In executing this Lease, Landlord grants Tenant and its consultants a license (revocable by Landlord on written notice) to enter the Premises to perform such inspections, provided Tenant delivers an insurance certificate for liability insurance in an amount not less than $1,000,000.00 naming Landlord as additional insured and agrees to indemnify and hold Landlord harmless from any claims, suits, causes of action, costs or expenses (including reasonable attorneys fees) arising out of any personal injury or property damage by Tenant, its agents, employees, consultants or contractors. Tenant shall apply for such regulatory approval within sixty (60) days after the execution of this Lease.

4.1

MINIMUM RENT. Tenant agrees to pay to Landlord, at Landlord's mailing address, or at such other place as Landlord shall from time to time designate by notice, monthly, in advance, on the Rent Commencement Date, and on the first day of each and every calendar month during the term of this Lease, a sum equal to the monthly installment of Minimum Rent specified in Section "1.2" hereof ("Minimum Rent"), Minimum Rent for any partial month shall be paid by Tenant to Landlord at such rate, and if the term of this Lease commences on a day other than the first day of a calendar month, the first payment which Tenant shall make to Landlord shall be a payment equal to a proportionate part of such monthly Minimum Rent for the partial month from the Rent Commencement Date to the first day of the succeeding calendar month. Other charges payable by Tenant on a monthly basis, as hereinafter provided, shall likewise be prorated, and the first payment on account thereof shall be determined in similar fashion; and any other provisions of this Lease calling for monthly payments shall be read as incorporating this undertaking by Tenant.

4.2

LEASE YEAR. The term "Lease Year" means, as to the first Lease Year, the period commencing with the Rent Commencement Date and ending on the last day of the twelfth (12th) full month next succeeding the Rent Commencement Date; and thereafter the term Lease Year means each succeeding one (1) year period thereafter. For purposes of reconciling Common Area Maintenance, Landlord may use a calendar year.

5.1

PERMITTED USE.



(a)

Tenant agrees that the Premises and the Building Perimeter shall be used and occupied by Tenant only for the purposes specified as the use thereof in Section "1.2" of this Lease, and for no other purpose or purposes.



(b)

Tenant further agrees to conform to the following provisions during the entire term of this Lease:



(1)

No auction, fire or bankruptcy sales may be conducted within the Premises without the previous consent of Landlord;



(2)

Except as provided below, Tenant may not use any portion of the Common Area adjacent to the Premises, for any retail purpose unless expressly permitted by Landlord; Tenant may not use any outside loudspeakers; Tenant may not use any of the Common Area or any area outside the Premises for the storage of any goods, products or other materials whether in trailers, storage containers or otherwise. During construction of the Improvements, Landlord shall designate a staging area for Tenant's construction in which construction materials may be temporarily stored, provided they are properly screened and secured. Landlord shall not be responsible for any of Tenant's materials or those of its contractors;



(3)

It is expressly understood that the Tenant shall not violate any of the Prohibited and Exclusive Uses set forth on Exhibit "U" attached hereto. Any such violation shall be an Event of Default with a twenty (20) day notice and cure period;



(4)

Until removal is effected, Tenant shall, at its sole cost and expense, keep all garbage or refuse in the Premises or in Tenant's dumpster suitably covered so that the same is not visible to the public and the Tenant shall comply with any and all recycling and other environmental laws in connection therewith; and



(5)

Tenant shall use its best efforts not to perform any act or carry out any practice which may injure the Premises, or any other part of the Shopping Center, or cause any offensive odors or loud noise in violation of municipal requirements or constitute a nuisance or a menace to any other tenant or tenants or other persons in the Shopping Center. Tenant shall cause all deliveries to the Premises to be made at the rear or side of the Premises. No delivery vehicles may be parked, or stopped in front of the Premises to deliver any goods.



(c)

Tenant shall be obligated to operate the Embassy Bank for at least one (1) day as indicated herein. The failure to open for business within twelve (12) months after all approvals are received and Building Pad is delivered shall constitute an Event of Default. It is understood that after the initial opening of the Embassy Bank, there is no covenant by Tenant of continuous operation and as long as Tenant is paying its rent and complying with all other obligations under this Lease, the failure to continuously operate shall not be deemed an Event of Default.

5.2

EXCLUSIVE USE.

6.1

ASSIGNMENT LIMITATIONS.



(a)

Limitations. Tenant shall be permitted to assign this Lease, in whole or in part, or to sublet all or any part of the Premises, provided that the following conditions are met:



(1)

Tenant remains liable for all obligations under the Lease, as no such assignment or subletting shall be deemed to release Tenant from performance of the covenants on the part of Tenant provided herein; and



(2)

Tenant shall notify Landlord in writing of such assignment or transfer within thirty (30) days prior to the occurrence of such assignment or transfer; and



(3)

no Event of Default shall then exist and no default shall then exist which with the giving of notice or passage of time would become an Event of Default; and



(4)

said assignment or subletting shall not be for the operation of any business which would violate any of Prohibited Uses set forth in this Lease nor violate the terms of any exclusive use now in effect and/or granted by Landlord after the date of this Lease; and



(5)

said assignment or subletting shall be subject to all of the terms and conditions provided in this Lease.



(b)

Tenant shall have the right without the consent of the Landlord to assign this Lease as collateral security to Tenant's lender and to give a Security Interest in Tenant's Fixtures and Equipment to Tenant's Lender.



(c)

Notwithstanding any other terms and conditions of this Lease, no assignment or subletting shall, shall relieve the Tenant of its obligations under this Lease, and the Tenant shall at all times remain liable to fulfill all of the terms, covenants and conditions on the part of the Tenant to be performed under this Lease including, without limitation, the obligation to pay the Minimum Rent and Additional Rent and all other amounts which become due under this Lease.



(d)

In the event of an assignment of this Lease, Landlord shall give to Tenant, i.e. Embassy Bank, a copy of each notice of default at the same time as and whenever any such notice of default shall thereafter be given by Landlord to any assignee, addressed to Tenant, i.e. Embassy Bank, at its address last furnished to Landlord. Tenant, i.e. Embassy Bank, shall thereupon have the same period of time as the assignee does pursuant to the terms of this Lease in which to cure or correct such default. Landlord agrees to accept performance by Tenant, i.e. Embassy Bank, of any covenant, condition, or agreement on the assignee's part to be performed hereunder with the same force and effect as though performed by said assignee. The foregoing cure rights are subject to the rights granted to any leasehold mortgagee.

7.1

LANDLORD'S REPAIR OBLIGATIONS.



(a)

Landlord shall maintain or cause to be maintained, the Shopping Center and all utility lines servicing the Premises and located five (5) feet outside of the Premises, in good order and repair at Landlord's expense (which is reimbursable by Tenant as part of Common Area Maintenance [Article 16] and keep all Access Drive(s) and parking areas in good repair free of potholes, snow, ice and debris including repair, striping or maintenance of the parking lot which shall be part of Common Area Maintenance. Landlord has no obligation to repair or maintain any part of the building, drive-thru lanes or any improvement constructed by Tenant on the Premises.



(b)

If Landlord fails or refuses to make or perform any of the repairs, maintenance or replacements required to be performed by Landlord under this Lease, including Common Area Maintenance and if, Landlord, fails or refuses, within twenty (20) business days after written notice from Tenant to commence (and thereafter complete) or such shorter period in the event of an emergency or if Landlord fails to remove snow and debris after reasonable notice, or complete such repair, maintenance or replacements unless such the same are delayed by weather conditions or force majeure events, then Tenant shall have the right to make such required maintenance, repairs and replacements in which event Landlord agrees that it will on demand pay to the Tenant the cost thereof within thirty (30) days after a receipt of a bill together with copies of all invoices and if Landlord shall fail to make such payment, Tenant shall be entitled to offset the amount due against Minimum Rent, and other amounts due hereunder.

7.2

TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS. Except as otherwise provided in Section "7.1", Tenant covenants and agrees at its sole cost and expense to keep and maintain in good order, condition and repair (which obligation shall include replacements) all interior and exterior portions of the Premises which shall include but shall not be limited to the repair, maintenance, replacement and any required inspection of all exterior and interior structural portions of the building (including the walls, foundation, roof, gutters, downspouts, etc.) and all interior and exterior portions of all doors, plate glass and windows, drive-thru lanes, the Fixtures and Equipment and all other improvements at the Premises and/or used in connection with the Premises, the repair, maintenance and replacement of all carpeting and wall coverings, all signs and awnings of the Tenant, wherever located, permitted by this Lease, the mechanical, electrical, plumbing, heating, ventilating, air-conditioning systems, sprinkler and fire protection systems, grease traps (even if located outside of building). Tenant further agrees to keep the Premises in a clean, sanitary and safe condition in accordance with the requirements of all public authorities having jurisdiction thereof. Tenant further agrees to replace all glass in the Premises. The Tenant has the obligation to maintain and pay for a service and maintenance contract for the heating, ventilating and air-conditioning systems, including routine preventative maintenance, including changing filters, belts and the lubrication of all moving parts from a service contractor authorized to service such systems by the manufacturer. Tenant shall be responsible for all janitorial services at the Premises. Tenant shall be responsible for any and all damages caused to the Premises and/or to third-parties arising out of and/or in connection with any work performed by the Tenant. All work and repairs, maintenance and replacements performed by the Tenant shall be performed in compliance with all Federal, State, local and municipal codes, rules and regulations.

7.3

TENANT'S ALTERATIONS.



(a)

Tenant shall not make any structural or other alterations, improvements and/or additions to the Premises including exterior color or other exterior finishes without first obtaining, in each instance, the written consent of Landlord, upon condition that such alterations, improvements and additions shall be made in accordance with all applicable laws, codes, rules and regulations in a good and first-class workmanlike manner. Prior to any alterations, improvements and additions being performed at the Premises by the Tenant, the Tenant agrees to supply to the Landlord plans and specifications in connection with the same. Notwithstanding the foregoing, the Tenant shall not make any changes, alterations or improvements which in any way impair the structural safety or stability of the Building or the Premises or affect the aesthetics of the exterior portion of the Building or the Premises,



(b)

Tenant shall have the right to erect and maintain antennae and satellite dishes on the roof of the Premises, provided (i) Tenant's plans for the installation and screening of such equipment are previously approved by Landlord which approval shall not be unreasonably withheld or delayed, (ii) Tenant repairs any damage to the roof caused by the making of the roof penetrations, including, but not limited to, the repair of the roof upon the removal of any equipment installed thereon, and (iii) Tenant complies with any applicable laws and ordinances. Landlord agrees to cooperate with Tenant in connection with any application to Lower Nazareth Township.

7.4

UTILITIES.



(a)

Landlord shall be responsible for running all utilities to within five (5) feet of the Building Pad (or to the transformer in the case of electrical service) at its sole cost and expense and Tenant shall pay for connecting such utilities to the building from such point and for the use of all utilities, such as gas, steam, water, sewer and electricity, heating and air-conditioning and all other utilities used by the Tenant at the Premises as separately metered to the Premises.



(b)

Landlord has advised Tenant that presently Met Ed ("Electric Service Provider") is the utility company selected by Landlord to provide electricity service for the Shopping Center. Notwithstanding the foregoing, if permitted by law, Landlord shall have the right at any time and from time to time during the Lease Term to either contract for service from a different company or companies providing electricity service (each such company shall hereinafter be referred to as an "Alternate Service Provider") or continue to contract for service from the Electric Service Provider, so long as the same is at no expense to the Tenant and at a rate competitive with those of Met Ed and the Tenant shares in any premiums or incentive paid to the Landlord for switching to the alternate provider.



(c)

Tenant shall cooperate with Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as reasonably necessary, shall allow Landlord, Electric Service Provider, and any Alternate Service Provider reasonable access to the Premises' electric lines, feeders, risers, wiring, and any other machinery within the Premises.



(d)

Unless caused by the negligent act of Landlord, Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the quantity or character of the electric energy supplied by the Electric Service Provider or any Alternate Service Provider is no longer available or suitable for Tenant's requirements, and no such change, failure, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relive Tenant from any of its obligations under the Lease.

7.5

SECURITY. Landlord shall have no responsibility or liability for providing any security for the Tenant or its assets, and Landlord is hereby released from and not responsible for any claims arising out of any thefts, break-ins or other losses incurred by Tenant arising out of any criminal activity, or intentional acts of third parties. Tenant shall be responsible for any and all security to be provided for its facility.

7.6

LIGHTING. Landlord agrees that Tenant shall be permitted to install on its building such lighting and related equipment as is required by all applicable laws and regulations, including but not limited to, any applicable state and/or federal ATM Safety Act. Tenant acknowledges that Landlord is to be provided with a copy of any and all plans and specifications in connection with said installations by Tenant, which shall be done at Tenant's sole cost and expense in accordance with all applicable laws and in a good and first-class workmanlike manner.

8.1

TENANTS INDEMNITY.



(a)

Tenant agrees to defend, indemnify and save harmless Landlord from and against all suits, claims or causes of action and any loss, costs and expenses of whatever nature arising from, or claimed to have arisen from, any action, omission or negligence of Tenant, its employees, agents, servants, contractors or invitees or arising from any accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring after the date on which Tenant first enters the Premises to commence its construction work and thereafter which accident, injury or damage occurred, or is claimed to have occurred, at or in connection with the Premises and/or in connection with Tenant's use of the Building Perimeter. In the event Landlord shall be made a party to any litigation or proceeding commenced by or against Tenant (except with respect to suits or litigation commenced by Tenant against Landlord as a result of a breach of this Lease by Landlord), then Tenant shall protect and hold Landlord harmless and shall pay all costs and expenses and reasonable attorneys' fees incurred or paid by Landlord in connection with such litigation or proceeding and shall satisfy any judgment or fines that may be entered against Landlord in such litigation or proceeding.



(b)

Tenant agrees to maintain in full force and effect during the term of this Lease, a policy of comprehensive commercial general public liability insurance under which Tenant is a named insured, and under which the insurer agrees to defend, indemnify and hold Landlord, and those in privity of estate with Landlord, harmless from and against all loss, cost, expense and/or liability arising out of or based upon any and all claims, accidents, injuries and damages mentioned in the first paragraph of this Section "8.1" and otherwise, in the form of such standard coverage from time to time available in the Commonwealth of Pennsylvania. Such policy, which may be a blanket policy covering other premises, shall be non- cancelable with respect to Landlord and Landlord's said designees without thirty (30) days' prior written notice to Landlord, and a duplicate original or certificate thereof and of each renewal or replacement thereof during the term of this Lease shall be delivered to Landlord. The minimum limits of liability of such insurance per occurrence shall be Five Million Dollars ($5,000,000) level limits for bodily injury (or death) and property damage. The Landlord shall be an additional insured on said policy using ISO Form 20-26. The said policy shall contain a contractual indemnity clause. Tenant's insurance shall also include contractual liability coverage products and completed operations liability. Landlord shall review Tenant's insurance policy and provide written approval, if acceptable by Landlord, of same within ten (10) days of receipt.

8.2

INJURY CAUSED BY THIRD PARTIES. Except as provided in Section 8.3 below, to the maximum extent this Lease may be made effective according to law, Tenant agrees that Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connecting with the Premises or any part of the Shopping Center, or by any other unrelated third parties or for any loss or damage resulting to Tenant or those claiming by, through or under Tenant or its or their property from the breaking, bursting, stopping or leaking of electric cables and wires, and water, gas, sewer or steam pipes or conduits, except that the foregoing shall not apply to any loss or damage resulting from any negligence of the Landlord.

8.3

LANDLORD'S INDEMNITY.



(a)

Landlord agrees to defend, indemnify and save harmless Tenant from and against all suits, claims or causes of action and any loss, costs and expenses of whatever nature arising from, or claimed to have arisen from, any action, omission or negligence of Landlord, its employees, agents, servants, contractors or invitees or arising from any accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring after the date on which Landlord first commences its construction work and thereafter which accident, injury or damage occurred, or is claimed to have occurred, at or in connection with the Premises or the Shopping Center and/or in connection with Landlord's use of the Premises. In the event Tenant shall be made a party to any litigation or proceeding commenced by or against Landlord (except with respect to suits or litigation commenced by Landlord against Tenant as a result of a breach of this Lease by Tenant), then Landlord shall protect and hold Tenant harmless and shall pay all costs and expenses and reasonable attorneys' fees incurred or paid by Tenant in connection with such litigation or proceeding and shall satisfy any judgment or fines that may be entered against Tenant in such litigation or proceeding and shall satisfy any judgment or fines that may be entered against the Tenant in such litigation or proceeding,



(b)

Landlord agrees to maintain in full force during the term of this Lease a policy of public liability and property damage insurance under which Landlord is a named insured, from and against all costs, expenses and/or liability arising out of any and all accidents, injuries and damages mentioned in the first paragraph of this Section "8.3", in the form of such standard coverage from time to time available in the Commonwealth of Pennsylvania. The limits of liability of such insurance per occurrence shall be Five Million Dollars ($5,000,000) level limits for bodily injury (or death) and property damage. The Tenant shall be an additional insured on said policy using ISO Form 20-26.   Such policy, which may be a blanket policy covering other premises, shall be noncancelable without thirty (30) days' written prior notice to Tenant and a duplicate or original or certificate and each renewal or replacement thereof shall be delivered to Tenant.

8.4

SCOPE OF INDEMNITY. The indemnity and hold harmless agreements of Landlord and Tenant contained herein shall include indemnity against all costs, and expenses incurred in or in connection with any such claim and the defense thereof, before, during and at trial and any appeal, and each party agrees to provide the other with prompt written notice of any claim as to which such party invokes the indemnity agreement in such party's favor, and shall afford the other party a reasonable opportunity to defend the same.

9.1

LANDLORD'S RIGHT OF ACCESS.   Landlord shall have the right with reasonable prior notice to Tenant and at times reasonably convenient to Landlord and Tenant, and accompanied by a representative of Tenant to make access available to prospective or existing mortgagees or purchasers of any part of the Shopping Center or to inspect the Premises to determine if repairs are required. If repairs are required to be made by Tenant pursuant to the terms hereof, Landlord may by notice demand that Tenant make the same forthwith, and if Tenant refuses or neglects to commence such repairs and complete the same with reasonable dispatch, after such demand, Landlord may (but shall not be required to do so) make or cause such repairs to be made (at such times and in such manner as to minimize any interference with Tenant's business operations in the Premises), and the Landlord shall not be responsible for any loss or damage to Tenant's business by reason thereof except if such loss or damage arises out of the negligence of Landlord as provided herein. If Landlord makes or causes such repairs to be made, Tenant agrees that it will forthwith, on demand, pay to Landlord the reasonable cost thereof, and if it shall default in such payment, Landlord shall have the remedies provided for the non-payment of rent or other charges payable hereunder. Likewise, if any repairs are required to be made by Landlord under the terms of this Lease, and it fails or refuses to make such repairs, within a reasonable time after notice from Tenant of the need for such repairs, then Tenant shall have the right to make such required repairs in which event Landlord agrees that it will on demand pay to the Tenant the cost thereof. In the event of an emergency where something is required to be done forthwith in order to avoid damage, either party shall have the foregoing right of self-help without the requirement of formal notice; however, this emergency right as well as the foregoing right of self-help shall be carefully and judiciously exercised by either party, it being understood and agreed that wherever possible, the party initially responsible for taking such action should be given sufficient opportunity so to do in order to avoid any conflict with respect to whether or not self-help should have been invoked or with respect to the reasonableness of the expenses thus incurred.

9.2

EXHIBITION OF SPACE TO PROSPECTIVE TENANTS. For a period commencing twelve (12) months prior to the expiration of the term of this Lease, Landlord may, at reasonable times upon notice to Tenant, have access to the Premises accompanied by a representative of Tenant for the purpose of exhibiting the same to prospective tenants.

10.1

FIRE AND EXTENDED COVERAGE INSURANCE.

(a)

Tenant shall keep the Premises and all leasehold improvements installed in the Premises by the Tenant (and all of Tenant's Trade Fixtures and Equipment, Tenant's merchandise, furnishings, equipment, personal property and plate glass, Tenant's wall covering, floor covering, carpeting and drape, and fixtures and equipment installed by Tenant) insured against loss or damage by fire, with the usual extended coverage and all risk endorsements, including flood and earthquake, in amounts not less than the full insurable, replacement value thereof above foundations. Tenant shall also obtain rental interruption insurance for the benefit of the Landlord. Landlord shall be named as an additional insured on said policy using ISO Form 20-26.

(b)

If Tenant fails to obtain or maintain the policy required by section 10.1 (a) above, this shall be considered an Event of Default under this Lease which must be cured upon three (3) days written notice. In the event Tenant fails to maintain the insurance provided for herein, Landlord may obtain such policy and in such event, Tenant agrees to pay Landlord, as Additional Rent, all such insurance premiums separately assessed against the Premises or Tenant's Allocable Share, if such insurance is contained in a blanket policy covering the Shopping Center, as computed under Section "12.3", of any such insurance premiums for the Premises as computed under Section "12.3", as estimated by Landlord. In addition, Tenant shall pay to Landlord its Allocable Share of such premiums relating to the Common Areas, within twenty (20) days after Tenant receives a bill for such premium from the Landlord.   For the insurance years in which this Lease commences and terminates, the provisions of this paragraph shall apply and Tenant's liability for its Allocable Share of any insurance for such year shall be subject to a pro-rata adjustment based on the number of days of said year(s) during which the term of this Lease was in effect.

10.2

SPRINKLER SYSTEM. The Tenant shall perform and pay for all charges levied or assessed for services and maintenance related to the sprinkler or to fire protection of the said systems servicing only the Premises.

10.3

FIXTURES AND EQUIPMENT INSTALLED BY TENANT. The Tenant shall also at its sole cost and expense, be responsible for carrying insurance against fire and such other risks as are from time to time reasonably required by the Landlord, including, but not limited to a standard "All Risk" policy of property insurance protecting against all risk of physical loss or damage in amounts not less than the replacement cost covering the Fixtures and Equipment, Tenant's merchandise, wall coverings, floor coverings, carpeting, drapes and other equipment and items of personal property. Tenant shall provide to Landlord certificates of insurance (and of each renewal or replacement thereof) evidencing the above. In the event Tenant fails to provide a certificate of insurance evidencing compliance with this Section, Landlord may, but is not obligated to, obtain such insurance and Tenant shall pay to Landlord the premium therefore upon demand.

10.4

INSURANCE RATES. Tenant covenants and agrees that it shall not permit anything to be done in or upon the Premises or bring in anything or keep anything therein, which shall increase the rate of insurance on the Premises and/or the Building and/or the Shopping Center above the standard rate on said Premises and/or Building and/or the Shopping Center for the Permitted Use(s), but if it shall do so, it will promptly pay to Landlord on demand any such increase resulting therefrom, which shall be due and payable on demand as additional rent hereunder.

10.5

NON-SUBROGATION AGAINST TENANT. Landlord hereby releases Tenant or anyone claiming through the Tenant from any liability or responsibility (to Landlord or anyone claiming through or under Landlord by way of subrogation) for any loss or damage to Landlord's property or loss of rents caused by fire or other risks covered, or required hereunder to be covered, in Landlord's fire policies and in Landlord's policies of rental insurance, if any, even if such loss or damage shall have been caused by the fault or negligence of Tenant (or its agents or employees) provided, however, that this release shall apply and be effective if and only so long as the loss or damage in question shall be covered, or under the Landlord's said insurance required hereunder would have been covered, by a policy or policies containing a clause or endorsement substantially to the effect that any such release by the insured shall not adversely affect, impair, or prejudice the right of the insured to recover for such loss or damage. Landlord agrees to use its best efforts to have such policies contain such clause or endorsement without any extra charge or premium therefor, but if there shall be any extra charge or premium, Landlord shall be excused from obtaining or maintaining such clause or endorsement in said policies unless Tenant shall promptly after notice reimburse Landlord for such extra charge or premium. Upon request of Tenant, Landlord shall furnish Tenant with evidence of the inclusion of such clause or endorsement in such policies; and Landlord shall notify Tenant if such clause or endorsement is thereafter deleted from such policies or any renewals thereof.

10.6

NON-SUBROGATION AGAINST LANDLORD. Tenant hereby releases Landlord or anyone claiming through the Landlord from any liability or responsibility (to Tenant or anyone claiming through or under Tenant by way of subrogation) for any loss or damage to Tenant's property or loss of income caused by fire or other risks covered, or required hereunder to be covered, in Tenant's fire policies and in Tenant's policy of business interruption insurance, if any, even if such loss or damage shall have been caused by the fault or negligence of the Landlord or its agents or employees; provided, however, that this release shall apply and be effective if and only so long as the loss or damage in question shall be covered, or under the Tenant's insurance required hereunder would have been covered, by a policy or policies containing a clause or endorsement substantially to the effect that any such release by the insured shall not adversely affect, impair, or prejudice the right of the insured to recover for such loss or damage. Tenant agrees to use it best efforts to have such policies contain such clause or endorsement without any extra charge or premium therefor, but if there shall be any such extra charge or premium, Tenant shall be excused from obtaining or maintaining such clause or endorsement in said policies unless Landlord shall promptly after notice reimburse Tenant for such extra charge or premium. Upon request of Landlord, Tenant shall furnish Landlord with evidence of the inclusion of such clause or endorsement in such policies, and Tenant shall notify Landlord if such clause or endorsement is thereafter deleted from such policies or any renewals thereof.

11.1

If the Demised Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord, and this Lease shall continue in full force and effect except as hereinafter set forth.

11.2

Subject to the foregoing provisions of this Section 11, in the event of damage to, or destruction of, the Demised Premises by fire or other casualty, with respect to which Tenant has not terminated this Lease or is not entitled to terminate this Lease, regardless of whether or not the insurance proceeds are sufficient Tenant's responsibility shall be to restore or cause to be restored the affected portion of the Demised Premises, to the extent necessary to permit the restoration and use and enjoyment of the Demised Premises. Tenant's restoration shall be commenced within thirty (30) days of the damage or destruction and receipt of insurance proceeds (but except in the case of an act of God, not later than sixty (60) days after the damage or destruction), and shall be performed diligently.

11.3

ABATEMENT OF RENT AND OTHER CHARGES. The Minimum Rent and any other charges due to the Landlord from the Tenant under this Lease shall not be abated or reduced as a result of damage to the Premises.

12.1

REAL PROPERTY TAXES.



(a)

Tenant shall pay all real property and school taxes separately assessed against the Tax Parcel located within Lower Nazareth Township as shown on Exhibit "S". These taxes shall include property tax assessments, water and sewer rent rates and charges, parking and environmental surcharges, and any other governmental charges and all other forms of real property taxes and assessments of every name, nature and description, general and special, ordinary and extraordinary, which may be levied or assessed by any lawful authority against the Premises and the Tax Parcel (collectively called "Real Property Taxes"). The Tax Parcel comprises 23% of the area of the entire tax parcel located in Lower Nazareth Township. Tenant shall pay 23% of the Real Property Taxes associated with the land value only for the Tax Map Parcel and 100% of the Real Property Taxes associated with the Building and all other Improvements on the Tax Parcel. Notwithstanding the foregoing, Tenant shall not be responsible to pay all real property and school taxes separately assessed against the Tax Parcel located within Palmer Township as shown on Exhibit "S".



(b)

Tenant agrees that following the Rent Commencement Date, Tenant shall pay to Landlord, as Additional Rent and within twenty (20) days after receipt of a bill therefor, the amount of Tenant's Allocable Share of all Real Property Taxes, computed as of the Rent Commencement Date for the then current tax fiscal year which have been prepaid by the Landlord. Such amount shall be calculated on the basis of the number of days (from the Rent Commencement Date) remaining in each such current tax fiscal year.



(c)

INTENTIONALLY OMITTED.



(d)

Tenant may seek a reduction in the assessed valuation (for Real Property Tax purposes) of the Tax Parcel at its sole cost and expense.



(e)

Should any governmental taxing authority acting under any present or future law, ordinance or regulation, levy, assess or impose a tax, excise, surcharge or assessment upon or against the rents payable by Tenant to Landlord, or upon or against the Common Areas, whether by way of substitution for or in addition to . any existing Real Property Tax or otherwise, Tenant shall be responsible for and shall pay Tenant's Allocable Share of such tax in the manner provided in Section "12.3".

12.2

PERSONAL PROPERTY TAXES. Tenant shall pay all such taxes which may be lawfully charged, assessed, or imposed upon the personal property and Fixtures and Equipment in the Premises, including taxes on any signs of Tenant located anywhere in the Shopping Center, and Tenant shall pay all license fees which may be lawfully imposed upon the business of Tenant conducted upon the Premises or in connection with the maintenance of any such signs.

12.3

DEFINITION OF TENANT'S ALLOCABLE (OR PRO RATA) SHARE OF INSURANCE



(a)

Tenant's Allocable Share of Insurance Premiums pursuant to Section "10.1" shall be the product of multiplying the amount of said Insurance Premiums separately by a fraction, the numerator of which is the number of square feet in the Tax Parcel as shown on Exhibit "S"and the denominator of which is the square footage of the area in the Shopping Center (not including the parcel noted as Future Shopping Center), Tenant's Allocable Share of Insurance Premiums is 23% currently. In the event that certain tenants in the Shopping Center pay their own Real Property Taxes or Insurance, such tenants shall, nevertheless, be required to pay their proportionate share of Real Property Taxes or insurance assessed covering the Common Areas.



(b)

Tenant's said allocable share of such Real Property Taxes and Insurance charges shall be equitably adjusted for and with respect to the first and last partial tax years, if any, within the Lease Term. Where the applicable tax bills and computations are not available prior to the expiration of the Lease Term, then a tentative computation shall be made on the basis of the previous year's taxes payable by the Tenant pursuant to the provisions hereof and a final computation shall be made promptly after all bills and computations are available for such period.



(c)

Tenant's said allocable share of said Insurance and charges shall be due and payable within twenty (20) days after receipt by Tenant of Landlord's invoice together with a copy of the bills involved and such other information reasonably relating thereto.

13.1

EFFECT OF CONDEMNATION.



(a)

As used in this Section the word "taking" or "taken" shall be deemed to mean the acquisition or condemnation by Eminent Domain for any public or quasi public use or purpose under any law or by a private purchase in lieu thereof by a public body vested with the power of Eminent Domain.



(b)

If the entire Premises shall be taken, then in such event this Lease shall cease and terminate from the date of title vesting in such public body (subject to the terms and conditions set forth herein).



(c)

If a portion of the building on the Premises or adjacent parking area or access to same, as in the reasonable opinion of Landlord or Tenant, would render the balance of the Premises unsuitable for the purposes of Tenant, shall be taken or if in the reasonable opinion of the Landlord or the Tenant a taking shall result in such a diminution of the parking area in the Shopping Center as would make it economically impracticable to continue to operate the business of the Tenant because of lack of adequate and available parking facilities, or if in the reasonable opinion of the Landlord or the Tenant a taking shall deprive the Premises or the Shopping Center of adequate and convenient motor vehicle access to any of the principal highways serving the Shopping Center, then Landlord or the Tenant, upon written notice to Tenant or Landlord, as the case may be, shall be entitled to terminate this Lease, provided that such notice is given before the last to expire of the thirty (30) day period after the taking authority has taken actual physical possession of any portion of the Premises, said parking area or said highway access and twenty (20) days after notice from Landlord to Tenant or Tenant to the Landlord of the fact of such taking. Should any part of the Premises be so taken and should this Lease not be terminated in accordance with the foregoing provision, Tenant covenants and agrees promptly upon such taking to expend so much as may be necessary of the net amount which may be awarded or granted to it in such proceeding or acquisition and available (subject to the rights of the holder of any mortgages covering the Premises) in restoring the Premises to an architectural unit as nearly like their condition prior to such taking as shall be practicable, subject to zoning and building laws then in existence.

13.2

DIVISION OF AWARD. Out of any award for any taking of Landlord's interest in the Premises, Landlord shall be entitled to receive and retain the amounts awarded for the value of the Ground Lease and Tenant shall have the right to file a claim and/or to obtain an award for the value of the unexpired term of this Lease and all Leasehold Improvements, the building and for the depreciated value of the Fixtures and Equipment and the Tenant's moving expenses and loss of business and the Tenant shall have the right to be a party to the acquisition or condemnation proceeding to make a claim for all of such aforesaid damages.

13.3

ABATEMENT OF RENT AND OTHER CHARGES. In the event of any such taking, a fair and just proportion thereof, shall be suspended or abated pending restoration by Tenant, and in the event this Lease is terminated by reason of such taking any prepaid rent or other charges shall be refunded to Tenant. If this Lease is not terminated by reason of such taking, Tenant shall be entitled to and receive a proportionate reduction in Minimum Rent according to any reduction in the size of the Leased Premises. The base Minimum Rent and all charges due from the Tenant hereunder which are based on the ratio of Tenant's Allocable Share shall also be adjusted downward in the same percentage as Minimum Rent is so reduced.

13.4

In the event that the Landlord or the Tenant decides not to terminate this Lease as aforementioned, the Landlord shall use its best efforts to restore the remaining portion of the Shopping Center (if applicable), other than the Premises which Tenant is responsible to restore, to an architectural unit as nearly like its condition before any such taking as Landlord deems practical (subject to zoning and building laws then in existence). In the event that the Landlord decides to rebuild the Shopping Center (if applicable) and the Tenant has not exercised its right to terminate this Lease as provided for in this Lease, the Tenant shall restore the Premises and/or repair and/or rebuild or replace the Fixtures and Equipment together with any other items used at and/or in connection with the Premises.

14.1

(a)

EVENTS OF DEFAULT: The following shall be Events of Default under this Lease:

(1)

Tenant shall neglect or fail to pay any installment of Minimum Rent, Additional Rent or any portion thereof or any other payments due under this Lease after the same shall become due after ten (10) days notice of the failure to make such payment and demand therefor;

(2)

Tenant shall neglect or fail to perform or observe any other covenant, term, provision or condition contained in the Lease on its part to be performed or observed within thirty (30) days after notice of such failure or if more than thirty (30) days shall be required to cure such default because of the nature of the default, if Tenant shall fail to proceed diligently to cure such default after the expiration of such thirty (30) day period;

(3)

The estate hereby created shall be taken on execution or by other process of law;

(4)

Tenant under this Lease shall be declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant's property under this Lease by a court of competent jurisdiction, or a petition shall be filed for the reorganization of Tenant under any provisions of the Bankruptcy Act now or hereafter enacted, and such appointment, petition or proceeding is not dismissed within one hundred twenty (120) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangement under any provisions of the Bankruptcy Act now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for the payment of debts; and/or

(5)

Tenant shall fail to open as an Embassy Bank within twelve (12) months after Substantial Completion of the Building Pad, provided that such failure to open is not the result of (i) a delay caused solely by Landlord's failure to complete Landlord's Work or (ii) a force majeure event. Notwithstanding the foregoing, Tenant shall not be relieved from its obligation to Rent and all other charges due hereunder upon the Rent Commencement Date.



(b)

Landlord's Remedies: Upon the occurrence of any Event of Default (notwithstanding any waiver of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), Landlord may, at its option:



(1)

Terminate this Lease and the term hereof upon giving to the Tenant five (5) days written notice of the Landlord's intention to terminate this Lease. This Lease and the term hereof shall expire and come to an end on the date fixed in such notice as if the said date were the date originally fixed in this Lease for the expiration thereof,



(2)

Immediately, or at any time after the occurrence of an Event of Default, subject to proceedings to regain possession or eviction commenced in the appropriate municipal court, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of its former estate, and expel Tenant and those claiming through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and upon entry as aforesaid this Lease shall terminate.



(3)

Seek damages and avail itself of any remedies in a court of proper and competent jurisdiction as a result of Tenant's default under this Lease,



(c)

Tenant's Obligations After Termination: Tenant covenants and agrees, notwithstanding any termination of this Lease or entry or re-entry by Landlord whether by summary proceedings or otherwise, to pay and be liable for, in advance, for the entire amount of the Minimum Rent and estimated Additional Rent due for the balance of the Lease term, but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord (which may be less than the Minimum Rent herein) in reletting (but not in excess of sums due from Tenant to Landlord under this Lease) for the actual terms of the Lease for any replacement tenant, excluding options, after deduction of all reasonable expenses incurred in reletting the Premises and in collecting the rent in connection therewith, including reasonable attorneys' fees. Such reasonable expenses of reletting shall include, but not be limited to, brokerage commissions, expenses of remodeling and incentive rent or free rent for a period of time. Landlord agrees to use commercially reasonable efforts to mitigate Tenant's damages by attempting to re-let the Premises to another compatible Tenant.



(d)

Litigation Expenses: In the event that Landlord and Tenant are involved in any litigation regarding the performance of any of their obligations under the provisions of this Lease, or in connection with Tenant's or Landlord's default hereunder the unsuccessful party by final order, decree or judgment in such litigation by a court of competent jurisdiction shall reimburse the successful party for all reasonable costs and expenses (including reasonable attorneys' fees and court costs) incurred by such successful party in connection with obtaining such final order, decree or judgment.



(e)

In the event of termination of this Lease as a result of default, or otherwise, the building and all leasehold improvements shall be deemed to be the property of the Landlord and Tenant shall have no further claim or interest in said property.



(f)

Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant acknowledge that Tenant's liability upon a default is subject to the limitations provided in 12 U.S.C. Section 182l(e)(4). Therefore, in the event (a) Tenant, but not its assignees, shall become subject to a bankruptcy proceeding pursuant to Title 11 of the United States Code or similar proceeding during the term of this Lease, or (b) the depository institution operated by Tenant is taken over by any depository institution supervisory authority (hereinafter referred to as the "Authority") during the term of this Lease, Lessor may, in either such event, terminate this Lease only with the concurrence of any receiver or liquidator appointed by such Authority or pursuant to an order of the Court with jurisdiction over such case or proceeding, or upon the expiration of the stated term of this Lease as provided herein, provided that in the event this Lease is terminated by the Receiver or Liquidator, the maximum claim of Lessor for rent, damages or indemnity resulting from the termination, rejection, or abandonment of the unexpired Lease shall by law in no event exceed all accrued and unpaid rent and additional rent due as of the date of termination.

15.1

TENANT'S SIGNAGE RIGHTS.



(a)

Subject to Landlord's approval, Tenant shall have the right to obtain, install, maintain, at its sole cost and expense, the following signs or such signs as may be approved by the Municipality (provided that such signs do not violate any federal, state or municipal codes, rules and regulations and are approved by Lower Nazareth Township);



(1)

The signs located on the building more particularly shown on Exhibit "T- 1" in such location(s) as is shown on Exhibit "T-l" attached hereto;



(2)

Tenant's 4 x 4 monument sign panel shown on Exhibit "T-2" in such location as is shown on Exhibit "S" attached hereto. All signs and any substitutions or replacements thereof shall be subject to Landlord's prior written consent, which shall not be unreasonably withheld and such substitutions or replacements must comply with all local laws and regulations.



(b)

All such signs of Tenant set forth in subparagraph (a) above shall comply with all applicable building codes and zoning laws and regulations, shall advertise only Tenant's business and, shall be constructed and maintained in good repair at Tenant's expense, and Tenant shall pay the cost of any electricity consumed in illuminating such signs. None of the signs referred to in subparagraph (a) above shall be flashing, blinking or of a raceway type. All signs must be channel letters (not box signs).



(c)

The Landlord agrees to procure all necessary permits for the monument sign described herein. The cost of the signs and installation thereof shall be paid by the Tenant. Landlord will bring electric service to the base of the monument sign but shall not supply any transformers.



(d)

Landlord agrees not to erect any additional signs within the Shopping Center which would unreasonably obstruct the view of the Embassy Bank branch from adjacent streets.

16.

(a)

Common Areas shall include all areas of the Shopping Center not covered by Buildings, including but shall not be limited to, all parking areas and facilities, roadways, driveways, entrances and exits, truck serviceways, utilities, retaining and exterior walls, sidewalks, open malls, outside courts, landscaped and planted areas, service corridors, service areas, loading docks, public rest rooms, if any, equipment, signs and any special services provided by Landlord for the common or joint use and benefit of all tenants in the Shopping Center, their employees, customers and invitees.



(b)

Landlord shall make available the Common Areas for the common benefit of the tenants and occupants of the Shopping Center. Landlord shall operate, manage, equip, insure, repair and maintain such Common Areas for their intended purposes in a first class manner as Landlord shall reasonably determine. Landlord shall at all times have the right to reasonably determine, reasonably change or reasonably alter the nature, extent, size or location of the Common Areas, provided such alterations do not affect access to or visibility of the Premises and Landlord shall not be subject to liability therefor, nor shall Tenant be entitled to any compensation or diminution or abatement of rent on account of any such determination or change, nor shall any such action be deemed an actual or a constructive eviction of Tenant. It is understood and agreed that Landlord may construct or demolish and reconstruct additional improvements and buildings on the parcels designated as Out Parcels or "Future" or "Small Shops" on the Site Plan but not otherwise in the Common Areas and incorporate such parcels into the Shopping Center which parcels shall be subject to all conditions imposed on all tenants by virtue of the leases entered into by Landlord. In addition, Landlord may erect the monument sign shown on the site plan and other reasonable signs in connection with the Out Parcels provided they do not block the view of Tenant's signs. Landlord shall also have the right to operate a kiosk in the Common Areas but not in front of the Premises in the no-build area, if any, outlined on Exhibit "S".



(c)

Tenant and its officers, employees, agents, customers and invitees shall have the nonexclusive right, in common with Landlord and all others to whom Landlord has or may hereafter grant rights, to use the Common Areas as designated from time to time by Landlord, subject to such reasonable regulations as Landlord may from time to time impose uniformly on all Tenants in the Shopping Center. Employee parking areas, if any, for Tenant's employees shall be designated on Exhibit "S". Tenant agrees to abide by such reasonable regulations and to use its best efforts to cause its officers, employees, customers and invitees to conform thereto. Landlord may at any time close temporarily the Common Areas or any portion thereof to make repairs or changes to prevent the acquisition of public rights therein, or to discourage non-customer parking, and may do such other acts in and to the Common Areas as in its reasonable judgment may be desirable to improve the convenience thereof. Tenant shall not at any time interfere with the rights of Landlord and other tenants, its and their permitted officers, employees, agents, customers, and invitees, to use any part of the parking areas and other Common Areas.



(d)

Tenant shall pay all CAM charges relating to the Common Areas shown on Exhibit "S". Tenant shall pay Tenant's CAM in monthly installments of one twelfth (1/12th) of the annual amount of such share as is reasonably estimated by Landlord. After the end of each Lease Year or partial Lease Year, Landlord shall give Tenant a statement (prepared in accordance with Shopping Center Practices, including a detail of all CAM Expenses listed below for which the Tenant is liable, as provided by this Lease) of CAM for that year. The statement shall be binding upon Tenant unless objected to by Tenant within twelve (12) months after it is given. If such statement shows that Tenant's CAM exceeds the monthly installments previously paid to Landlord, then Tenant shall pay Landlord the excess. If such statement shows that Tenant's monthly installments exceeds Tenant's CAM, then the overpayment to Landlord shall be paid by Landlord to Tenant or, at Landlord's election, credited to the next amount due from Tenant to Landlord under this Lease. Provided Tenant is not in monetary or other material default under the terms of this Lease, Tenant shall have the right not more often than once per Lease Year, to conduct an audit, following at least fifteen (15) days written notice and during business hours of Business Days, of Landlord's books and records pertaining to Common Area Maintenance and Real Estate Taxes at the offices of the Landlord. Only one audit is permitted for any Lease Year. Audits must be conducted within six (6) months of receipt of Landlord's summary of CAM changes for any given year. Any errors must be claimed within three (3) months of the Audit or such claim is waived. Tenant's audit shall be at its sole cost and expense unless such an audit reveals an error in Landlord's statement which increased CAM by more than three percent (3%) as disclosed by the audit, in which event Landlord shall pay Tenant within thirty (30) days after demand the reasonable costs of such audit. Tenant shall not have any right to audit Landlord's books and records for any period ending more than twelve (12) months prior to the date the audit notice is given. Notwithstanding anything to the contrary contained herein, Landlord's failure to provide such CAM cost statement to Tenant in a timely manner shall in no way excuse Tenant from its obligation to pay its CAM costs or constitute a waiver of Landlord's right to bill and collect such CAM costs from Tenant in accordance with this clause.



(e)

CAM means all costs incurred or paid by Landlord for the operation, maintenance, replacement and repair of the Common Areas (not the buildings located in the Shopping Center), including but not limited to, landscaping, parking lot repaving (not more than once each 10 years), access road repaving (not more than once each 5 years), repairing and striping, snow removal, pest control, common area utilities, including irrigation water, sanitary clean out and control as to lines servicing the Premises, exterior lighting (including maintenance of fixtures and replacement of light bulbs), removal of common area trash, supplies, security, traffic control devices, the amortized cost of the reasonable purchase or lease of any machinery, equipment or vehicles used in connection with the operation or maintenance of the Common Areas, repair and replacement of on-site water, sanitary and storm sewer lines as to lines servicing the Premises, maintenance of on-site drainage facilities, any governmental impositions or surcharges, repair to retaining walls, maintenance and other personnel performing the above activities (including wages, benefits, unemployment, social security taxes and workers' compensation insurance), pedestrian traffic control and an administrative charge equal to fifteen percent (15%) of the CAM costs. The fifteen percent (15%) CAM administrative charge shall not include CAM costs related to real estate taxes, utilities and insurance payments. CAM also includes the premiums for Landlord's Liability insurance for the Common Areas. Notwithstanding anything to the contrary herein, Tenant shall be responsible for snow removal for the sidewalks surrounding the Premises and for landscaping the areas surrounding the Premises. Landlord agrees to be responsible for snow removal from Tenant's drive-thru area, provided that, such expense shall be included in CAM costs.

17.1

MECHANIC'S LIENS. Tenant agrees to pay, when due, all sums of money that may become due for, any labor, services, materials, supplies, or equipment alleged to have been furnished or to be furnished to or for Tenant, in, upon or about the Premises except that Tenant may in good faith contest bills for such labor, services, materials, supplies or equipment. Notwithstanding the foregoing, Tenant will not permit any mechanics or materialmen or other liens to stand against the Premises or the Shopping Center or Landlord's interest therein. The Tenant agrees to immediately remove or bond off any such liens within thirty (30) days after notice of such lien by Landlord or any other party. Tenant agrees to indemnify and hold harmless Landlord of and from any liability, damages, expenses, fees, penalties, actions, causes of action, suits, costs, claims or judgments arising out of or in connection with any such liens.

17.2

WAIVER, Failure on the part of either party to complain of any action or non-action on the part of the other party, no matter how long the same may continue, shall never be construed as a waiver by either party of any of its rights hereunder. No waiver at any time of any of the provisions hereof by either party shall be construed as a waiver of any of the other provisions hereunder and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions.

17.3

DISPUTES. It is agreed that if at any time a dispute shall arise as to any amount or sum of money to be paid by one party to the other under the provisions hereof, the party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said party to institute suit for the recovery of such sum, and if it shall be adjudged that there was no legal obligation on the part of said party to pay such sum or any part thereof, said party shall be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease; if at any time a dispute shall arise between the parties hereto as to any work to be performed by either of them under the provisions hereof, the party against whom the obligation to perform the work is asserted may perform such work and pay the cost thereof "under protest" and the performance of such work shall in no event be regarded as a voluntary performance and there shall survive the right on the part of said party to institute suit for the recovery of the cost of such work, and if it shall be adjudged that there was no legal obligation on the part of said party to perform the same or any part thereof, said party shall be entitled to recover the cost of such work or the cost of so much thereof as said party was not legally required to perform under the provisions of this Lease.

17.4

INTEREST. Any payment to be made pursuant to the provisions of this Lease (other than any amount paid under protest as provided in this Lease) which is not paid within ten (10) days after the date when due shall bear interest from the due date thereof until paid at an annual rate of interest equal to the lesser of (i) the per annum interest rate from time to time publicly announced by The Wall Street Journal (or similar successor print or electronic publication) as the prime rate, plus four percent (4%) or (ii) the highest rate of interest that may lawfully be charged to the party then required to pay interest under this Lease at the Default Rate, not exceeding 18% per annum.

17.5

INVALIDITY OF PARTICULAR PROVISIONS. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

17.6

NOTICES. Whenever by the terms of this Lease notice shall or may be given either to Landlord or to Tenant, such notice shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested or by recognized overnight delivery service or by personal service.

17.7

PROMOTIONAL EVENTS; ACCESS. Landlord agrees that Landlord and the Shopping Center manager will advise Tenant and will use reasonable efforts to minimize any adverse effect upon Tenant's business in the Premises resulting from any promotional event intended or likely to draw a large crowd to the Shopping Center.

17.8

INTENTIONALLY OMITTED.

17.9

GOVERNING LAW. This Lease shall be governed exclusively by the provisions hereof and by the laws of the Commonwealth of Pennsylvania.

17.10

DEFINITION OF TERM. As used in this Lease the words "term" "Term" or "Term of this Lease" shall include any extension of the term, unless otherwise specifically stated.

17.11

PARAGRAPH HEADINGS. The paragraph headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease.

17.12

ESTOPPEL CERTIFICATE OF LANDLORD. Within ten (10) days after request by Tenant or Tenant's Lender, Landlord, from time to time and without charge, shall deliver to Tenant or Tenant's Lender or to a person, firm or corporation specified by Tenant, a duly executed and acknowledged instrument, certifying: (i) that the rents are paid to date, and that this Lease is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as modified, and identifying the date of any such modification; and (ii) whether Landlord knows or does not know, as the case may be, of any default by Tenant in the performance by Tenant of the terms, covenants and conditions of this Lease, and specifying the nature of such defaults, if any.

17.13

ESTOPPEL CERTIFICATE OF TENANT, Within ten (10) days after request by Landlord or Landlord's ground lessor or mortgagee, Tenant, from time to time and without charge, shall deliver to Landlord or the requesting party, or to a person, firm or corporation, specified by Landlord, a duly executed and acknowledged instrument, certifying: (i) that this Lease is unmodified and in full force and effect, or if there has been any modification, that the same is in full force and effect as modified, and identifying the date of any such modification; and (ii) whether Tenant knows or does not know, as the case may be, of any default by Landlord in the performance by Landlord of the terms, covenants and conditions of this Lease, and specifying the nature of such defaults, if any; and (iii) whether or not there are any then existing permitted set-offs or defenses by Tenant, and if so, specifying them; and (iv) the dates to which the Minimum Rent and Additional Rent have been paid.

17.14

RELATIONSHIP OF THE PARTIES. Landlord shall not be responsible for any debts incurred by the Tenant in the conduct of Tenant's business. Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent nor any other provision herein contained, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than Landlord and Tenant.

17.15

AUTHORITY. Each party hereto hereby warrants and represents that it has the necessary power and authority to enter into this Lease and that it has taken all necessary action in order to enter into this Lease. The Tenant and the persons on behalf of the Tenant executing this Lease warrant that the Tenant is authorized to do business in the Commonwealth of Pennsylvania.

17.16

COMPLETE AGREEMENT. This Lease contains and embraces the entire agreement between the parties hereto with respect to the matters contained herein, and it or any part of it may not be changed, altered, modified, limited, terminated, or extended orally or by any agreement between the parties unless such agreement is in writing and signed by the parties hereto, their legal representatives, successors or assigns. Tenant acknowledges and agrees that neither Landlord nor any representative of Landlord nor any broker has made any representation to or agreement with Tenant relating to the Premises, this Lease or the Shopping Center which is not contained in the express terms of this Lease. Tenant acknowledges and agrees that Tenant's execution and delivery of this Lease is based upon Tenant's independent investigation and analysis of the business potential and expenses represented by this Lease, and Tenant hereby expressly waives any and all claims or defenses by Tenant against the enforcement of this Lease which are based upon allegations of representations, projections, estimates, understandings or agreements by Landlord or Landlord's representative that are not contained in the express terms of this Lease.

17.17

LIMITATION OF LANDLORD'S LIABILITY. It is understood and agreed that Tenant shall look solely to the estate and property of the Landlord in the Shopping Center for the satisfaction of Tenant's remedies for the collection of a judgment (or other judicial process) requiring the payment of money by the Landlord in the event of any default or breach by the Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed or performed by the Landlord and any other obligation of Landlord created by or under this Lease, and no other property or assets of the Landlord shall be subject to levy, execution or other enforcement procedures for the satisfaction of Tenant's remedies.

17.18

HOLDOVER.



(a)

It is expressly understood by Tenant that Tenant's right to possession of the Premises under this Lease shall terminate at the expiration or earlier termination of the term, and should Tenant continue thereafter to remain in possession, Landlord, should it so elect, shall be entitled to the benefits of all provisions of law with respect to summary recovery of possession from a holdover tenant. Tenant shall be responsible for any damage, expense, cost or loss which Landlord may incur by reason of such holding over.



(b)

Should Tenant continue to occupy the Premises after the expiration or earlier termination of the term with consent of Landlord, such tenancy shall be from month-to-month, and such month-to-month tenancy shall be under the same terms, covenants and conditions as set forth in this Lease except that the annual Minimum Rent shall be 110% of the rent required to be paid by Tenant during the proceeding Lease Year.

17.19

BROKER'S COMMISSION. It is agreed that no broker brought about or was involved in this transaction except Metro Commercial and Sperry Van Ness. Landlord and Tenant each covenant and agree to indemnify, defend and save the other harmless against any and all claims for brokerage commissions and fees in connection with this transaction alleged to arise from the dealing of any claimant with the respective indemnitor. Landlord will pay the commission due to the Brokers.

17.20

SURVIVAL OF OBLIGATIONS. All obligations of the Tenant for Minimum Rent, Additional Rent and all other obligations of the Tenant and the Landlord of any name, nature and description under and pursuant to the terms and conditions of this Lease shall survive the termination of this Lease provided that said obligation accrued prior to the date of termination and/or said obligation accrues pursuant to the default provisions provided in Article XIV of this Lease.

17.21

FORCE MAJEURE. Neither Landlord nor Tenant shall be held to be in default under the provisions of this Lease in the performance of its obligations hereunder for such period of time as it is prevented from performing the same by reason of acts of God, including adverse weather conditions, strikes, and other causes beyond its reasonable control; provided, however, that financial inability shall never be deemed to be a cause beyond a party's reasonable control.

17.22

Intentionally left blank.

17.23

TAXES ON LEASEHOLD. Tenant shall be responsible for and shall pay before delinquent all municipal, county, federal or state taxes whether enacted now or in the future coming due during or after the Lease Term against Tenant's interest in this Lease or against the Fixtures and Equipment and personal property of any kind owned or placed in, upon or about the Premises by the Tenant.

17.24

SUBORDINATION, ATTORNMENT.



(a)

This Lease shall be subject and subordinate at all times to the lien of any mortgage, deed of trust or other security interest now or hereafter placed upon the Premises and/or on any portion of the Shopping Center, and to all renewals, modifications, amendments, consolidations, replacements, and extensions thereof, provided Landlord obtains from the holder of any and all mortgages, deeds of trust or security agreements now in effect or hereafter placed upon the Premises an agreement that if, by dispossess, foreclosure, or otherwise such holder or any successor in interest or purchaser, shall come into possession of the Premises and/or the Shopping Center, or take over the rights of the Landlord in the Premises and/or the Shopping Center, it will not disturb the possession, use or enjoyment of the Premises by the Tenant, its successors or assigns, nor disaffirm this Lease or the Tenant's rights or estate hereunder, so long as all of the covenants and obligations hereunder of the Tenant are fully performed in accordance with the terms of this Lease and Tenant is not in default under the terms of this Lease. The Tenant shall execute and deliver any instrument which may be reasonably required by Landlord in confirmation of such subordination, promptly upon Landlord's request.



(b)

Tenant shall, in the event of a sale or assignment of Landlord's interest in the Premises or the Building or the Shopping Center, or if the Premises or such Building or Shopping Center comes into the hands of a mortgagee, ground lessor or any other person whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage, termination of the ground lease, or otherwise, attorn to the purchaser or such mortgagee or other person and recognize the same as Landlord hereunder. Tenant shall execute, at Landlord's request, any attornment agreement required by any mortgagee, ground lessor or other such person to be executed, containing such reasonable provisions as such mortgagee, ground lessor or other person requires. No such attornment shall relieve the Landlord from liability for matters arising prior to the date of such attornment.

17.25

COVENANT OF QUIET ENJOYMENT. Landlord covenants and agrees that Tenant, subject to the terms and provisions of this Lease, on payment of the rent and observing, keeping and performing all of the terms and provisions of this Lease on its part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises and any appurtenant rights granted to Tenant under this Lease during the term hereof without hindrance or ejection by any persons and Tenant agrees to permit other tenants at the Shopping Center to quietly and peaceably hold, occupy and enjoy their premises and any appurtenant rights at the Shopping Center.

17.26

SHORT FORM LEASE. Landlord and Tenant agree not to place this Lease on public record. However, Landlord and Tenant agree to execute, deliver and record (the cost of recording to be shared equally) as soon as may be possible after the execution of this Lease a short form or a memorandum of lease in form attached as Exhibit "M" and suitable for recording in accordance with local law or custom, which will not set forth any of the Minimum Rent payable by Tenant hereunder, but which may set forth all or any other parts of this Lease as requested by the Landlord or Tenant. Landlord and Tenant further agree to execute, deliver and record a memorandum of amended lease in accordance with the foregoing which will reflect the terms of any amendment of this Lease, whenever reasonably required by either party,

17.27

LANDLORD'S DEFAULT. Landlord shall in no event be in default in the performance of any of its obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days (or, provided that Landlord has promptly commenced and thereafter diligently pursued the correction of such default, such additional time as is reasonably required to correct any such default) after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform any such obligation.

17.28

COVENANTS OF LANDLORD. Anything contained in this Lease to the contrary notwithstanding, after the commencement of the Term of this Lease, it is agreed that all covenants of the Landlord contained in this Lease shall be binding upon the Landlord, its successors and assigns, only with respect to breaches occurring during its and their respective ownership of the Landlord's interest in this Lease, any subsequent owner or owners by accepting conveyance automatically being obligated to fulfill all provisions of this Lease required to be performed by the Landlord during its or their respective ownership of the Landlord's interest in this Lease.

17.29

NOTICE TO MORTGAGEE. If the Tenant is notified by the Landlord or the Landlord's mortgagee that there is a mortgage on the Premises, and is given the name and address of the Landlord's mortgagee, the Tenant will give written notice to the Landlord's mortgagee in same manner as provided in Section 17.6 herein of any default at the time that the Tenant gives notice of such default to the Landlord, and the Landlord's mortgagee shall have the same time period as provided to the Landlord under this Lease or such additional time as such mortgagee may reasonably request, not to exceed an additional thirty (30) days to cure such default of the Landlord. The Tenant shall not have the right to terminate this Lease nor the right to cure such default and deduct the cost of the same from rent, if the Landlord's mortgagee commences or causes to be commenced promptly after such notice the curing of such default, and if the default is cured within such time period after such notice.

17.30

STATUS REPORTS. Recognizing that both parties may find it necessary to establish to third parties, such as accountants, banks, mortgagees, or the like, the then current status of performance hereunder, either party, on the reasonable written request of the other made from time to time, will promptly furnish a written statement on the status of any matter pertaining to this Lease.

17.31

ASSIGNMENT OF THE LEASE TO MORTGAGEE. With reference to any assignment by the Landlord of its interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to or held by a bank, trust company or insurance company holding a mortgage on the Premises, the Tenant agrees:



(a)

That the execution thereof by the Landlord and the acceptance thereof by such mortgagee, shall never be treated as an assumption by such mortgagee of any of the obligations of the Landlord thereunder, unless such mortgagee shall, by written notice sent to the Tenant, specifically otherwise elect; and



(b)

That, except as aforesaid, such mortgagee shall be treated as having assumed the Landlord's obligations thereunder only upon foreclosure of such mortgagee's mortgage or conveyance in lieu thereof and the taking of possession of the Premises and a request from such Mortgagee that Tenant attorn to Mortgagee or its assigns.

17.32

ENVIRONMENTAL.



(a)

Tenant shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of Hazardous Material in and at the Premises including, but not limited to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C, §6901 et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto and the laws of the Commonwealth of Pennsylvania. As used herein, the term "Hazardous Material" shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Premises is located or the United States Government, Landlord and its agents shall have the right, but not the duty, to inspect the Premises at any time to determine whether Tenant is complying with the terms of this Section. If Tenant is not in compliance with this Section, Landlord shall have the right to immediately enter upon the Premises and take whatever actions reasonably necessary to comply including, but not limited to, the removal from the Premises of any Hazardous Material and the restoration of the Premises to a clean, neat, attractive, healthy and sanitary condition. Tenant shall pay all such costs incurred by Landlord ten (10) days after receipt of a bill therefor plus fifteen percent (15%) for administration.



(b)

The Tenant shall be responsible for all damages and clean-up costs caused by Tenant resulting from the leaking, discharging or spilling of any gas, oil or petroleum products or other contaminants or Hazardous Material on or into the Premises and/or on and/or into any adjoining premises and/or into the surrounding environment,



(c)

The Tenant shall defend, indemnify and hold harmless the Landlord of, from and against any and all suits, claims and causes of action and any loss, costs, expenses, fines or penalties (including reasonable attorney's fees), and clean up costs which the Landlord may incur or become liable to pay arising out of the breach by the Tenant of any of its obligations contained in Sections "17.32(a)" and "17.32(b)" above.



(d)

Landlord shall, at all times, comply with all local, state and federal laws, rules and regulations governing the use, handling and disposal of Hazardous Material in and at the Premises including, but not limited to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et. seq. (42 U.S.C. §6903) and any additions, amendments, or modifications thereto and the laws of the Commonwealth of Pennsylvania. As used herein, the term "Hazardous Material" shall mean any hazardous or toxic substance, material or waste which is, or becomes, regulated by any local or state government authority in which the Premises is located or the United States Government. Tenant and its agents shall have the right, but not the duty, to inspect the Premises at any time to determine whether Landlord is complying with the terms of this Section, If Landlord is not in compliance with this Section, Tenant shall have the right to immediately enter upon the Shopping Center and take whatever actions reasonably necessary to comply including, but not limited to, the removal from the Premises of any Hazardous Material and the restoration of the Premises to a clean, neat, attractive, healthy and sanitary condition. Landlord shall pay all such costs incurred by Tenant ten (10) days after receipt of a bill therefor plus ten percent (10%) for administration.



(e)

The Landlord shall be responsible for all damages and clean-up costs caused by the Landlord resulting from the leaking, discharging or spilling of any gas, oil or petroleum products or other contaminants or Hazardous Material on or into the Premises and/or on and/or into any adjoining premises and/or into the surrounding environment. The Landlord represents that, to its knowledge, there are no gas, oil, or petroleum products or other contaminants or Hazardous Materials located on the property in violation of applicable law. To Landlord's knowledge, (i) there are no underground storage tanks under the Premises, (ii) there is no notice of intent to sue, notice of violation, citation, warning or similar notification under any Environmental Law regarding the Premises, and (iii) there is no investigation or inquiry by any "Governmental Authority" (as hereinafter defined) concerning the Property. "Governmental Authority" shall mean all federal, state, county, municipal and local departments, commissions, boards, bureaus, agencies and offices thereof, having or claiming jurisdiction over all or any part of the Demised Premises or Shopping Center or the use thereof. The Landlord will provide the Tenant with the most recent environmental audit reports in its possession.



(f)

The Landlord shall defend, indemnify and hold harmless the Tenant of, from and against any and all suits, claims and causes of action and any loss, costs, expenses, fines or penalties (including reasonable attorney's fees), and clean up costs which the Tenant may incur or become liable to pay arising out of the breach by the Landlord of any of its obligations contained in Sections "17.32(d)" and "17.32(e)" above.

17.33

INTENTIONALLY OMITTED.

17.34

LANDLORD'S TITLE. Landlord represents that it is well seized of and has good title to the Demised Premises and all improvements located on it on the date of this Lease, free and clear of all liens, encumbrances, easements, tenancies and restrictions except easements and restrictions and liens of record.

17.35

Landlord hereby represents and warrants to Tenant that it has full right, power and authority to enter into this Lease for the term herein granted and Landlord covenants and agrees with Tenant that upon Tenant paying the rent, additional rents and other charges due hereunder, and observing and performing all the terms, covenants and conditions on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the Premises, free from any interference, molestation or acts of Landlord or of anyone claiming by, through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease.

17.36

PARKING.



(a)

Landlord shall provide for the Shopping Center a number of parking spaces equal to or greater than the minimum number of spaces required under applicable law.



(b)

Landlord shall provide Tenant with ten (10) exclusive parking spaces and fourteen (14) non-exclusive parking spaces (which shall be identified as all parking spaces within the Tax Parcel as shown on Exhibit "S"), provided, however, that Landlord shall not be responsible in any way for preventing customers of other tenants within the Shopping Center or other third parties from parking in such exclusive parking spaces.

17.37

EASEMENTS. In the event that Landlord subdivides the property compromising the Shopping Center, Landlord agrees to execute any required easements as may be necessary to insure Tenant has utility services, access to the parking areas and ingress and egress to and from the Premises.

18.

RIGHTS OF EXTENSION. Landlord hereby agrees that Tenant shall have the right to extend the term of this Lease for two (2) periods of five (5) years each and one (1) period of four (4) years, eleven (11) months. The first five (5) year period shall immediately follow the expiration of the initial Lease Term (specified in Section "1.2" above) and the second five (5) year period shall follow the expiration of the first extension term and the four (4) year, eleven (11) month period shall immediately follow such second extension term and shall be at the Minimum Rent and Additional Rent for said respective extension term as set forth in Section "1.2" and upon all of the other terms, conditions and provisions of this Lease; provided, however, the foregoing rights of extension shall be deemed exercised unless Tenant gives Landlord written notice of its election not to extend the term of this Lease no later than six (6) months prior to the expiration of the then current Lease Term. Notwithstanding any of the other terms and conditions set forth in this Article XVIII, the term of this Lease shall not be extended for any option period in the event that the Tenant is in default of any of the terms and conditions of this Lease on the part of the Tenant to be kept, observed and performed beyond any applicable time period in which Tenant may cure the default.

19.

If a separate subdivision is obtained for the Tax Parcel by the Landlord and the Landlord offers the Tax Parcel only for sale, then Tenant shall have the Right of First Refusal to purchase the Tax Parcel, including the Premises, upon the same terms and conditions as a bonafide offer (the "Offer") presented by Landlord to Tenant as set forth below. Landlord shall give Tenant notice in writing of the terms and conditions of the Offer and Tenant shall have twenty (20) days to agree to purchase the Tax Parcel upon the same terms and conditions as contained in the Offer. If Tenant fails to respond or declines to purchase the Premises, Tenant shall be deemed to have waived its Right to Purchase the Tax Parcel. If the Tax Parcel is actually sold, this right shall be terminated and of no further force or effect. If Tenant accepts the Offer, it shall close such transaction within thirty (30) days of the date of such acceptance and such acceptance shall be without condition or contingency.   If Tenant fails to close on the terms of the Offer which was accepted, Tenant's Right of First Offer shall be deemed waived and Landlord may enforce any rights against the Tenant, including a claim for any losses or damages and the right of specific performance. This Right of First Refusal shall at all times be subject and subordinate to any and all lender financing and shall be subject and subordinate to the sale by any lender of the Tax Parcel to a third party or a purchaser at a foreclosure sale or a deed in lieu of foreclosure. This right shall not apply to the sale of the entire Shopping Center or to a portion of the Shopping Center which includes the Tax Parcel together with other property within, but not all of, the Shopping Center.

20.1

LEASEHOLD MORTGAGE. Tenant and every successor and assignee of Tenant is hereby given the right by Landlord, in addition to any other rights herein granted, without Landlord's prior written consent, to mortgage its interest in this Lease under a leasehold mortgage one or more times and to assign Tenant's interest under this Lease as collateral security for such mortgage upon the condition that all rights acquired under such mortgage shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease, and to all rights, interest and estate of Landlord herein, none of which covenants, conditions or restrictions are or shall be waived by Landlord by reason of the right so given to mortgage such interest, except as expressly provided herein. If Tenant and/or Tenant's successors and assigns shall mortgage their leasehold interest (a "Leasehold Mortgage") and if the holder(s) of such mortgage (a "Leasehold Mortgagee") shall send to Landlord written notice specifying the name and address of the mortgagee (any such lender that shall have given such notice only if such lender is not an affiliate of Tenant shall be deemed a "Recognized Mortgagee" and any mortgage held by such Recognized Mortgagee, a "Recognized Mortgagee"), Landlord agrees that so long as any such Recognized Mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the holder to Landlord, the following provisions shall apply;

20.2

EFFECT OF TERMINATION OF LEASE ON LEASEHOLD MORTGAGE. In the event of termination of this Lease, or of any succeeding lease made pursuant to the provisions of this Section, prior to the stated expiration date thereof, at the request of Leasehold Mortgagee, Landlord will enter into a New Lease of the Premises with the Leasehold Mortgagee, or, at the request of such Leasehold Mortgagee, to a corporation or partnership formed by or on behalf of such Leasehold Mortgagee, or by and on behalf of the holders of notes secured by the Leasehold Mortgage held by such Leasehold Mortgagee, or, at the request of such Leasehold Mortgagee, to such other persons as such Leasehold Mortgagee shall designate (provided that it meets the requirements of an assignee under this Lease), for the remainder of the Term, effective as of the date of such termination of this Lease or any succeeding lease, at the Rent and upon the terms, covenants, and conditions herein contained, subject to the additional conditions listed below;

JOSEPH I LIMITED PARTNERSHIP

By:

/s/ Jeanne Joseph

Name:

      Jeanne Joseph

Title:

      Partner

EMBASSY BANK FOR THE LEHIGH VALLEY

By:

/s/ David M. Lobach Jr.

Name:

      David M. Lobach Jr.

Title:

      CEO

/s/ Mary A. Dieter

Notary Public

/s/ Lorraine A. Serencsits

Notary Public

Witness:

Landlord:

By:

By:

Name:

Title:

Date:

Witness:

Tenant:

By:

By:

Name:

Title:

Date:

Date

Engineer

Surveyor

Grading

Const. Mgr.

Engineer (signature)

Date

Registration No.

Expiration Date

LANDLORD:

TENANT:

Notary Public

Notary Public



(a)

The building, drive-thru canopy and concrete approach slabs per the plans and specifications to be provided by Tenant and approved by Landlord per the terms of this Lease.



(b)

Sidewalks around the Building or in the Building Perimeter.



(c) 

Landscaping around Building Perimeter.



(d)

Backflow preventer, RPZ valves, electrical meters and/or meter cabinets.



(e)

Building signage and monument sign including all electrical connections and required services.



(f) 

Sub-base under all concrete.

MERCHANTS BANK ("Bank")

By:

Its:

JOSEPH I LIMITED PARTNERSHIP ("Landlord")

By:

Its:

EMBASSY BANK FOR THE LEHIGH VALLEY ("Tenant")

By:

Its:

Notary Public

Notary Public

Notary Public