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ORDINANCE NO. 2601-2010

'GROUND LEA.sE

by and between

TOWNSHIP OF HAVERFORD, as Landlord

and

YMCA OF PHILADELPHIA & VICINITY, as TenaJit

March 8, 2010

Adopted this 12th day of April, A.D., 2010.

Attest:

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Lawrence ~. Gentile Township Manager

TOWNSHIP OF HAVERFORD

BY: . Willi"m F. Wechsle.r President, Board of Commissioners

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GROUND LEASE

THIS GROLTND LEASE ("Ground Lease") is made and entered into as of this __ day of March, 2010 (the "Effective Date") by and between TOWNSHIP OF HAVERFORD, a Township of the First Class ("Landlord"), and YMCA OF PHILADELPHIA & VICINITY, a Pennsylvania non-profit corporation ("Tenant").

RECITALS:

A. Landlord owns a tract of property located at 891 Eagle Road, Haverford Township, Delaware County, Pennsylvania containing approximately 284,582 square feet, which is legally described on Exhibit "A" attached hereto and made a part hereof (the "Ground Lease Parcel").

B. The Ground Lease Parcel is adjacent to a parcel of real property owned by PECO c/o Real Estate Division S16-1, 2301 Market Street, Philadelphia, Pennsylvania 19103-9444 containing approximately 1.138 acres, which is designated on Exhibit "B" attached hereto and made a part hereof (the "PECO Land").

C. Tenant desires to lease from Landlord the Ground Lease Parce~ and Landlord desires Tenant to construct thereon a YMCA community recreation center and certain other improvements (as more particularly described in Section 4.3, the "Initial Improvements").

AGREEMENTS:

NOW, THEREFORE, 'fur and in consideration of the mutual covenants herein made and the acts to be performed by the parties, the sufficiency of which are hereby aclalowledged,

. Landlord and Tenant agree as follows:

ARTICLE 1 DEMISE; DEFINI'UONS

1.1 Demise. In consideration of the payment of the Rent (as hereinafter defined) and the keeping and performing of the covenants and agreements by Tenant hereinafter set forth, Landlord hereby leases unto Tenant, on an exclusive basis, the Ground Lease Parcel. Neither the demise made by Landlord pursuant to this Ground Lease, nor the term "Ground Lease Parcel" as used in this Ground Lease, includes the Improvements. Although certain provisions of this Ground Lease apply to both the Ground Lease Parcel and Improvements (referred to hereinafter collectively as the "Premises''), Landlord shall have no right, title or interest in the Improvements except as otherwise expressly set forth in this Ground Lease.

1.2 Delivery of Possession. On the Lease Commencement Date, Landlord shall deliver to Tenant possession of the Ground Lease Parcel, subject to the Permitted Encumbrances.

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1.3 Tenant's Acceptance.

(a) Tenant has inspected the condition of the Ground Lease Parcel, is thoroughly acquainted with the condition of the Ground Lease Parcel, and takes a.'ld accepts Lhe Ground Lease Parcel "AS IS, WHERE IS AND WITH ALL FAULTS".

(b) . Except as expressly set forth herein, neither Landlord nor any agent, employee or other person representing or purporting to represent Landlord has made or does make any statements, warranties, guarantees or representations either express or implied as to any matter or thing affecting or relating to the Ground Lease Parcel, including without limitation: (i) the quality, nature, fitness, habitability, merchantability, use, operation, value, marketability, adequacy or physical condition of the Ground Lease Parcel or any aspect or portion thereof, including, without limitation, appurtenances, access, availability of utility service, soils, geology or groundwater; (ii) the dimensions or lot size of the Ground Lease Parcel; (iii) the compliance of the Ground Lease Parcel with Legal Requirements; (iv) the development potential of the Ground Lease Parcel or the ability of Ten ant to obtain any necessary governmental approvals, licenses or permits for Tenant's intended use or development of the G1'Ound Lease Parcel; (v) the presence or absence of Hazardous Materials or other enviromnental condition on, in, under, above or about the Ground Lease Parcel or any adjoining or neighboring property; (vi) the condition of title to the Ground Lease Parcel; or (vii) the economics of; or the income and expenses, revenue or expense proj ections or other financial matters, relating to the Ground Lease P areel.

(c) Without limiting the foregoing provisions, except for a breach of any representation or obligation of Landlord expressly set forth in this Ground Lease, Tenant waives all right to recover and forever releases and discharges Landlord from, and covenants not to sue Landlord for, any and all claims, whether direct or indirect, known or unknown, foreseen or unfureseen, that may anse on account of or in any way be connected with the condition of the Ground Lease Parcel, any matter referenced in Section 1.3(b) above, or any Legal Requirements applicable thereto, incl)lding, without limitation, any claim or matter relating to the use, presence, discharge or release of Hazardous Materials on, under, in, above or about the Ground Lease Parcel, existing as of the Effective Date.

1.4 DefJirltions; Interpretation.

(a) The capitalized terms used in this.Ground Lease shall have the meaning set forth or referred to in Schedule 1.4 attached hereto.

(b) All references in this Ground Lease to "Section" or "Article" shall refer to the section or article Of this Ground Lease in which such reference appears, unless otherwise expressly stated. All references to "Schedules" shall mean the schedules attached to this Ground Lease. All references to "Exhibits" shaH mean the exhibits attached to this Ground Lease. All such Schedules and Exbibits are incorporated in this Ground Lease by this reference. All references in this Ground Lease to herein, hereof, hereto, hereunder or similar terms shall be deemed to refer to tlie entire Ground Lease. As used in this Ground Lease, the term ''including'' shall mean "including but not limited to." The headings of Articles and Sections in and Exhibits to this Ground Lease shall be for convenience only and shall not affect the interpretation hereof.

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(c) Words used in the singular number shall include the plural, and vice versa, and any gender shall be deemed to inclnde each other gender. Reference to any agreement means such agreement as amended or modified and in effect from time to time in accordance with the terms thereof. This Ground Lease was negotiated between Landlord and Tenant with the benefit of legal representation, and any rule of construction or intetpretation otherwise requiring this Ground Lease to be construed or intetpreted against either party shall not apply to any construction or intetpretation hereof.

ARTICLE 2 TERM

2.1 Term.

(a) Subject to the provisions hereof, Tenant shall have and hold the Ground Lease Parcel for a term commencing on the date that the contingencies set forth in Section 2.1 (b) and 2.1 (c) have been satisfied or waived (the "Lease Commencement Date") and ending on (i) the day immediately preceding the twenty-fifth (25th) anniversary of the Rent Commencement Date, if the Rent Commencement Date is the first day of the month, or (ii) the last day of the month in which the twenty-fifth (25th) anniversary of the Rent Commencement Date occurs, if the Rent Commencement Date is any day other than the first day of a calendar month, unless extended or earlier terminated as provided herein (the "Term"). Notwithstanding anything to the contrary contained herein" prior to the Lease Commencement Date, and effective as of the Effective Date, Landlord and Tenant hereby agree to be bound by the provisions of this Lease.

. (b) The Lease Co~encement bate is expressly conditioned upon and subject to· Tenant's receipt of all Approvals within eighteen (18) months of the Effective Date subject to extension as set forth in Section 4.4 hereof. If the Lease Commencement Date does not occur on or before the last day of eighteenth (I 8th

) month following the Effective Date, then at any time thereafter until Tenant's receipt of all Approvals either party may terminate this Ground Lease upon written notice to the other.

(c) In addition to Tenant's receipt of all Approvals, Tenant's obligations under this Ground Lease are contingent upon:

(i) Tenant's ability to obtain a commitment for a leasehold mortgage for the construction of the Initial Improvements upon such terms and conditions as are reasonably acceptable to Tenant; and

(ii) Tenant acquiring title or a long term lease to the PECO Land which Land is included in Tenant's preliminary development plans.

If Tenant is unable to satisfY the contingencies set forth in this Section 2.1 (c) within nine (9) months following the Effective Date, then Tenant shall have the right, bnt not the obligation, to terminate the Lease upon written notice given to Landlord within

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thirty (30) days after the expiration of the nine (9) month period or such contingencies shall be deemed waived.

2.2 Renewal Term. Provided no Event of Default, as hereinafter defined, has occurred which remains uncured (after applicable notice and opportunity to cure) on the date Tenant exercises its renewal option and on the date such Renewal Tenn commences, Tenant shall have the right,(o renew and extend this Ground Lease for two (2) consecutive renewal terms (each, a "Renewal Term" and collectively, the "Renewal Terms"» often (10) years (the "First Renewal Term") and fifteen (15) years (the "Second Renewal Term''), respectively, each upon and subject to the terms and conditions set forth in this Ground Lease. This renewal option shall be exercised, if at all, by Tenant giving written notice thereof to Landlord at least twelve (12) months prior to the expiration date of the then current Term, but may be exercised at any time during the then current Term by Tenant or any party succeeding to Tenant's interest, including but not limited to a Mortgagee or its designated party as set forth in Article 15. The renewal and extension of this Ground Lease for a Renewal Term shall be under the same terms, conditions and covenants contained in this Ground Lease and for the Base Rent set forth in Section 3.2 below. Failure by Tenant to notify Landlord in writing of Tenant's election to exercise a renewal option herein granted within the time limits set forth fOr"Such exercise shall constitute a waiver and termination of such renewal option. Upon the exercise of a renewal option, this Ground Lease shall be extended for the Renewal Term without the necessity of the execution of any further instrument or document, although if requested by either party, Landlord and Tenant shall enter into a written agreement supplementing this Ground Lease to confirm the exercise of a renewal option. Upon such exercise, references herein to "the Term" shall be deemed to include the applicable Renewal Term. Any termination of this Ground Lease shall terminate all renewal rights hereunder. After the expiration of the Second Renewal Tenn, or following expiration of the First Renewal Term ifTenantfails or is not otherwise qualified hereunder to exercise its second renewal option, Tenant shall have no further right of renewal.

2.3 Termination Option. Beginning in Lease Year 26 of the Term (i.e. the first Lease Year ofthe First Renewal Term), Tenant shall have the option to terminate this Lease upon twelve (12) months prior written notice to Landlord. The termination of the Lease shall be effective on the last day of the twelfth (12th) month after such notice is received by the Landlord. Upon termination, Tenant shall surrender the Premises in accordance with the terms and conditions set forth in this Ground Lease, 'including those set forth in Article 18 hereof.

ARTICLE 3 RENT; SECURITY DEPOSIT

3.1 Base Rent

(a) For purposes of this Ground Lease, the term "Lease Year" shall have the following meaning: the first Lease Year of the Term shall commence on the Rent Commencement Date and shall end (i) on the day immediately preceding the first anniversary of the Rent Commencement Date, if the Rent Commencement Date is the first day of the month, or (ii) the last day of the month in which the first anniversary of the Rent Commencement Date occurs, if the Rent Commencement Date is any day other than the first day of a calendar month.

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Each subsequent Lease Year shall be a period of twelve (12) months, commencing on the day immediately following the expiration of the prior Lease Year and expiring on the day immediately preceding the anniversary of the commencement of such Lease Year. .

(b) Commencing on the earlier to occur of: (i) October 1, 2013, or (ii) the date of Substantial Completion of the Initial Improvements ~d delivery to Landlord of a copy of a certificate of occupancy issued by the appropriate Governmental Authority authorizing occupation of the Initial Improvements (the "Rent Commencement Date"), Tenant shall pay Landlord as base rent (''Base Rent') for the Ground Lease Parcel during Lease Years 1 through and including 25 of the Term an amount equal to the following over a period of twenty-five (25) years:

(i) Lesser of (A) Two Million Dollars ($2,000,000), which shall include the out-of-pocket costs and fees of up to One Hundred Thousaud Dollars ($100,000) incurred by Landlord in connection with the acquisition and financing of the Ground Lease Parcel or (B) the costs of Landlord to acquire the Ground Lease Parcel plus the out-of­pocket costs aud fees of up to One Hundred Thousand Dollars ($100,000) incurred by the Landlord in coimection with the acquisition and financing of the Ground Lease Parcel; and

(ii) The interest (not toexct:ed a rate equal to five percent (5%) per annum) on any financing obtained by or provided by Landlord to acquire the Ground Lease Parcel amortized over twenty-five (25) years. .

(c) lfthe first Lease Year is more than 365 days, Tenant shall pay a pro rated amount of the annual Base Rent set forth above for the period which is in excess of 365 days.

(d) Tenant shall pay Base Rent in equal monthly installments in advance on the first day of each calendar month during the Term, or at such other intervals as Landlord and Tenant agree in writing, commencing on the Rent Commencement Date. If the Rent Commencement Date is a day other than the first day of a calendar month, Tenant shall pay Landlord, on the Rent Commencement Date, a pro rated portion of the monthly installment of Base Rent for such partial month, .based on the number of days remaining in such partial month.

(e) All Base Rent is payable without notice or demand.

(f) Landlord shall provide Tenant, within thirty (30) days of request by Tenant, evidence of the costs of acquiSition and financing of the Ground Lease parcel and the out-of-pocket costs incurred by the Landlord in connection with the acquisition and financing of the Ground Lease Parcel. .

3.2 Base Rent for Renewal Terms. The Base Rent for each Lease Year in a Renewal Term, if exercised, shall be an amount equal the greater of (i) the Base Rent in effect prior to the commencement of the First Renewal Term or Second Renewal Term, as applicable, or (ii) the fair market rent for the Ground Lease Parcel as of the first day of such extension term as determined by the parties or, if the parties are not able to agree, by appraisal pursuant to the methodology set forth below. As used in this paragraph, fair market rent shall be the market rental then being negotiated for comparable space in the Greater Philadelphia Main Line

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Suburban metropolitan area. In the event that the parties are unable to agree on the fair market

rent for the First Renewal Term or Second Renewal Term, as applicable, within ninety (90) days

prior to the commencement of the First Renewal Term or Second Renewal Term, as the case

may be, each party shall select a real estate broker experienced in the leasing of similar space

within the greater Philadelphia Main Line Suburban metropolitan area who shall, within fifteen

(15) days, appoint a third real estate broker experienced in the leasing of similar space within the

greater Philadelphia Main Line Suburban metropolitan area, and the fair market rent shall be the

arithmetic average of the determination of the three brokers; provided, however, that if any such

broker's determination deviates more than five percent (5%) from the median of such

determinations, the fair market rent shall be an amount equal to the average of the two (2) closest

determinations. Landlord shall pay the costs and fees of Landlord's broker in connection with

any determin<!tion hereunder, Tenant shall pay the costs and fees of Tenant's broker in

connection with such determination, and the cost and fees of any third broker shall be paid one-

half by Landlord and one-half by Tenant. .

3.3 Qualified Investmeuts. If during the twenty-fifth (25t1j Lease Year of the initial

Term 'and/or during one or both Renewal Terms, Tenant, at its sole option, elects to undertake

any capital improvements to refurbish or replace the recreational facilities (i.e. swimming pools,

tennis courts, health club facilities, etc.) on the Premises (collectively, the "Qualified

Investments"), then Tenant shall be entitled to a credit against Base Rent for the then current

Renewal Term for each dollar of Qualified Investments. Credits fur Qualified Investments made

during the last year of the initial Term shall be applied against Base Rent payable for the First

Renewal Term. In no event shall Tenant be entitled to a credit in excess of the Base Rent

payable for the applicable Renewal Term. If Tenant elects to make any Qualified Investments

during the twenty-fifth (25th) Lease Year of the initial Term and/or during one or both of the

Renewal Terms, then not more than one time per calendar quarter, Tenant shall submit to

Landlord a statement of the Qualified Investments setting forth (a) the detailed information.

supporting the amount of such Qualified Investments made to the Premises, (b) the amount of the

credit against Base Rent being requested, and (c) a certificate duly executed and sworn to by the

chief financial officer of Tenant as to the total Qualified Investments made to the Premises.

Qualified Investments do not include capital improvements for ordinary repair and.maintenance

ofthe Improvements (e.g. replacement of the roof, resurfacing of the parking lot, etc.) or

expansion of the Premises. Credits against Base Rent are only for Qualified Investments made

during the twenty-fifth(25th) Lease Year of the initial Term and/or during Renewal Terms and

may only be applied against Base Rent payable during a validly exercised Renewal Term.

3.4 AdditionalRent. All taxes, charges,. costs and expenses which Tenant assumes

or agrees to payor becomes due and payable by Tenant under any provision of this Ground

Lease shall constitnte additional rent due and payable by Tenant at its sole expense (collectively,

"Additional Rent") (Base Rent and Additional Rent being referred to collectively as "Rent"). If

Tenant fails to pay any such Additional Rent or any other sum due hereunder when the same

shall become due, Landlord shall have all rights, powers and remedies with respect thereto as are

provided herein or by law in the case of non-payment of Base Rent which is then due and

payable and shall have the right (but not the obligation) to pay the same on behalf of Ten ant.

3.5 Net Lease. Notwithstanding anything to the contrarycontmned herein, this

Ground Lease is a "net" lease whereby the Base Rent paid by Tenant hereunder represents an

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agreed upon net return on investment to the Landlord which shall not be subject to decrease. The

parties acknowledge and agree that Landlord would not enter into this Ground Lease if the Base

Rent described in this Ground Lease were not absolutely net to Landlord or if Landlord were to

incur any liability whatsoever; foreseen or unforeseen, with respect to the Ground Lease Parcel

or any portion thereof, including the Improvements, except as otherwise specifically provided in

Section 4.3(h) of this Ground Lease, or Tenant's exercise of any other of its rights under this

Ground Lease, other than as specifically provided in this Ground Lease. Accordingly, except as

specifically provided herein to the contrary, Tenantshall pay all expenses, costs, taxes, fees and

charges of any nature whatsoever arising in connection with or attributable to the GroundLease,

Ground Lease Parcel and hnprovements during the Tenn of this Ground Lease or in any manner

whatsoever arising as a result of Tenant's exercise of, or Landlord's grant of, the rights described

in this Ground Lease, including, without limitation, all fees of Ten ant's consultants, documentary

stamp taxes, intangtble personal property taxes, ad valorem real estate taxes, costs of design and

construction of the Improvements and alterations, Tenant's accounting and attomey's'fees, costs

of any financing obtained by Tenant, costs of any leasehold title insurance policy obtained by

Tenant, utility charges and insurance premiums. It is the intention of the parties that the Base

Rent, Additional Rent and all other charges payable by Tenant shall continue to be payable in all

events, and that the obligations of Ten ant shall continue unaffected unless the requirement to pay

or perform the same shall have been terminated or modified pursuant to an express provision of

this Ground Lease.

3.6 General Provisions Regarding Payment of Rent.

. (a) Tenant shall pay all Rent promptly when due, without deduction,

recoupment or setoff of any amount for any reason whatsoever, except as otherwise provided

herein including Sections 3.3, 3.10, and 4.3(h). Tenant's covenant and agreement to pay Rent

shall for all purposes be construed to be a separate and independent covenant.

. (b) All payments of Rent made to Landlord shall be in lawful money

of the United States of America and shall be paid to Landlord at the address set forth in Article

. 20, or to such other person andlor at such other place as Landlord may designate from time to

time in writing.' .

3.7 Waiver. Tenant wIDves all rights now orin the future conferred by law to quit,

. terminate or surrender this Ground Lease or the Ground Lease Parcel, except as otherwise

provided herein, or to any abatement, suspension, defennent, or reduction of Rent under this

Ground Lease.

3.8 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of an

amount less'than is due hereunder shaIl be deemed to be other than payment towards or on

account of the earliest portion of the amount then due by Tenant. Nor shaIl any endorsement or

statement of any check or payment (orin any letter accompanying any check or payment) be

deemed an accord and satisfaction (or payment in full), and Landlord may accept such check or

payment without prejudice to Landlord's right to recover the balance of such amount or pursue

any other remedy provided herein or otherwise available at law or in equity.

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3.9 Late Payments. In the event Tenant fails to pay any payment or installment of

Rent due Landlord within ten (10) days after such installment or payment is due, such delinquent

amount shall bear interest at the Interest Rate until such time as payment thereof is made to

Landlord

3.1 ° Security Deposit. Upon Tenant's execution of this Lease, Tenant shall pay to

Landlord the sum of $50,000 (the "Security Deposit'') to be held in a non-interest bearing

account, which deposit is non-refundable except if the Lease is terminated pursoant to Section

2.1(0) of this Lease. The Security Deposit shall be held as security for Tenant's obligations

under the Lease. Landlord may at its option apply all or any part of the Security Deposit to cure

all or any default of Tenant under this Lease; provided, however, that any such 'application by

Landlord shall not be or be deemed to be an election of remedies by Landlord or considered or

deemed to be liquidated damages. If so applied by Landlord to cure a default, Tenant agrees

promptly, upon demand, to deposit such additional sam with Landlord as may be required to

maintain the full amount of the Security Deposit. Provided that the Security Deposit has not

been applied to cure a default as aforesaid, Landlord shall apply the Security Deposit against

Base Rent first coming due under the Lease, and upon such application, provided no default then

exists, Tenant shall have no obligation to maintain the Security Deposit with Landlord.

ARTICLE 4

USE OF GROUND LEASE PARCEL; CONSTRUCTION OF IMPROVEMENTS

4. I General Use of Ground Lease Parcel. Tenant shall use the Ground Lease Parcel

only for the construction and operation of a YMCA community recreation center and for no

other purpose during the iuitial twenty-five (25) Lease Years of the Term; provided, however,

Tenant may use the Ground Lease Parcel for another use, permitted by Legal Requirements after

the expiration of the initial twenty-five (25) Lease Years of the Term, provided that Tenant

obtains Landlord's prior written consent to the use, which consent may be granted or withheld in

Landlord's sole discretion. Tenant covenants and agrees, at its sole cost and expense: (i) to

construct the Initial Improvements and thereafter use, operate and maintain the Premises in a safe

manner, consistent with the operation of other first class community recreation centers of like

age; reasonable wear and tear and casualty excepted; (ii) to secure and maintain in effect any

governmental approvals, licenses and pennits as may be required for the use and occupancy of

the Premises; (ill) not to commit or permit to be committed any waste upon the Premises; (iv) to

comply with all Legal Requirements relating to the Premises; (v) to cure any violations of Legal '

Requirements relating to the Premises; and (vi) to comply with all requirements of any insurance

company, insurance underwriter, or Board of Fire Underwriters relating to the Premises.

4.2 Prohibited Uses of Ground Lease Parcel. In no event shall the Ground Lease

Parcel be used for any purpose which would constitute a public or private nuisance or waste or

which would violate any of the provisions of any of the encumbrances set forth in Exhibit "c" attached hereto and made a part hereof (the "Pennitted Encumbrances'1 or Legal Requirements.

Tenant agrees that with respect to the Permitted Encombrances, Tenant shall observe, perform

and campI y with and carry out the provisions required therein to be observed and performed by

Landlord with respect to the Ground Lease Parcel.

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4.3 Construction of lnitiallmprovements.

(a) Covenant to Build. Tenant covenants and agrees, at its sole cost and expense, to demolish the improvements existing on the Ground Lease Parcel as of the Effective Date and to construct on the Ground Lease Parcel, at its sale expense and with reasonable due diligence, a community recreation center containing approximately 50,000 to 80,000 square'feet (the "Building'') and which shall include, among other things, a community swimming pool, a competitive swimming pool, a gymnasium, a fitness center, locker rooms, adequate parking, and other site improvements in a good and workmanlike manner, in ' accordance with all Legal Requirements, and substantially in accordance with the preliminary plans and specifications listed on Exhibit "D", attached hereto and made a part hereof (the "Preliminary Plans and Specifications"). Tenant shall be responsible for all required or desired environmental remediation and demolition of the existing improvements located on the Ground Lease Parcel as of the Effective Date, and grading, all in accordance with the Approvals. In the event that Tenant has not' commenced demolition of the existing improvements on the Ground Lease Parcel by December 1,2010, then Landlord may terminate this Lease upon written notice to Tenant given at any time prior to the date Tenant commences the demolition.

(b) Preliminmy Land Development Plans. Proposed final land development plans, conforming in all material respects to the Preliminary Plans and Specifications (the "Preliminary Land Development Plans") shall be provided to Landlord for review within one hundred twenty (120) days following,the Effective Date. Landlord will take

, reasonable steps to review the Preliminary Land Development Plans within thirty (30) days of submission of such plans. Landlord shall initial the Preliminary Land Development Plans and return same to Tenant. Notwithstanding Landlord's review of the Preliminary Land Development Plans, it is understood and agreed that Tenant's ability to construct the Initial hnprovements is contingent upon Tenant obtaining the Approvals from all applicable Governmental Authorities.

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constructed by Tenant substantially in accordance with the Preliminary Land Development Plans, as reviewed by Landlord and approved by applicable Governmental Authorities, subject to revisions required or suggested by applicable Governmental Authorities after Landlord's initial review (such approved Preliminary Land Development Plans herein referred to as the "Final Land Development Plans") and in compliance with all applicable laws, codes and ordinances and the Approvals. Change orders which would result in the Initial hnprovements materially varying from the Final Land Development Plans shall first be approved by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed and returned to Tenant within thirty (30) days of submission of such plans to Landlord, and all necessary Governmental Authorities.

(d) Construction Commencement Deadline. In, the event Tenant fails to cOmmence construction of the Initial Iinprovements on or before October 1, 2012 (the "Construction Commencement Deadline"), subject to extension as provided below, then Landlord may terminate this Ground Lease by written notice thereof delivered to Tenant at any time prior to commencement of construction of the Initial hnprovements. The Construction Commencement Deadline shall be extended on a day-to-day basis by any delay due to causes beyond Tenant's reasonable control, including, but not limited to Force Majeure Events, changes

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to the Preliminary Land Development Plans requested by Landlord, or any other decisions

required to be made by Landlord within a time period provided herein, unusual delays at the

applicable building department, or other governmental agencies, but excluding delays caused by

the failure or inability of Ten ant to provide sufficient capital to fund costs of construction (the

"Permitted Construction Delays").

(e) Substantial Completion. "Substantial Completion" of the Initial

Improvements shall be deemed achieved when (i) the Initial Improvements are substantially

completed in accordance with the Final Land Development Plans, as confirmed by a certificate

of substantial completion issued by Tenant's architect on the standard AIA form and certified to

Landlord and Tenant, and (ii) a certificate of occupancy for the Initial Improvements to operate a

community recreation center by the appropriate Governmental Authority has been issued and a

copy thereof has been delivered to Landlord. When Substantial Completion has been achieved,

Landlord and Tenant shall promptly confirm the date of Substantial Completion in writing,

which date shall be the last of the dates described in clauses (i) and (ii) in the preceding sentence.

In the event Tenant fails to achieve Substantial Completion of the Initial Improvements within

eighteen (18) months fullowing the Construction Commencement Deadline, subject to extension

as provided below, then Landlord may terminat.e this Ground Lease by written notice thereof

delivered to Tenant at any time prior to the Substantial Completion of the Initial Improvements.

The date by which Substantial Completion of the Initial Improvements must be completed shall

be extended on a day-to~daybasis fur Permitted Construction Delays.

(f) Completion ofthe Initial Improvements. Promptly upon

completion of the Initial Improvements Tenant shall deliver to Landlord: (i) a complete release

of liens by Tenant's general contractor and subcontractors with respect to the Initial

Improvements; (ii) an "as-built" survey of the Premises by a licensed surveyor showing the

location of the Initial Improvements; and (iii) one (1) complete set of reproducible drawings for

the Initial Improvements showing the "as-built" conditions for the shell Building .

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obligations under this Ground Lease, Tenant hereby collaterally assigns to Landlord, and grants·

Landlord a security interest in, all of Tenant's right, title and interest in and to all plans,

specifications, designs, documents, change orders, addenda, shop drawings, sketches, models

. and samples made or prepared by or for the benefit of Ten ant with respect to the Initial

Improvements (collectively, "Construction Documents''), subject, however, to the prior rights· to

such documents assigned to Tenant's lender· and subject to Tenant's lender's approval of such

assignment. The collateral assignment of the Construction Documents to Landlord shall not, in

any way, nullify or compromise the architects' or engineers' rights under their respective

agreements with Tenant, nor create any rights in favor of such architects or engineers with

respect to Landlord. Upon Landlord's request, Tenant shall deliver to Landlord a true copy of

each agreement with Tenant's architect and engineers. Landlord hereby Confirms its agreement

that its rights under this Subsection shall be subordinate to any assignment of Tenant's right, title

and interest in the Construction Documents to Tenant's construction lender.

(h) Off-Site Road Improvements. As part of the Initial Improvements,

Tenant agrees to construct roadway and traffic flow improvements to the public roads servicing

the Premises, including off-site road impr()vements required by Penn DOT ("Off-Site Road

- 10-PIIBFi 697692.9

hnprovements"). Tenant shall be responsible for the first Five Hundred Thousand Dol!ars

($500,000) of the hard costs for such Off-Site Road hnprovements. In the event that the Off-Site

Road hnprovements exceeds Five Hundred Thousand Dollars ($500,000) (the "Excess Costs"),

after reasonable prior notice to Landlord, Tenant may, but shall not be obligated to, pay the

. Excess Costs and deduct the Excess Costs against the next then payable installment of Base Rent

until ful!y reimbursed for the Excess Costs. All costs for Off-Site Road hnprovements shall be

approved by Landlord, which approval shall not be uru-easonably withheld, conditioned or

delayed.

4.4 Zoning and Permits; Approvals. Promptly fol!owing the Effective Date, Tenant

shall, at Tenant's sole cost and expense, (a) submit with due diligence the necessary applications

and supporting documentation to the appropriate governmental, quasi-governmental or municipal

entity, agency, department, authority, board or commission having jurisdiction (collectively, the

"Governmental Authority" or "Govermnental Authorities") to obtain all zoning pennits (whether

by right, by conditional use or by application to the Haverford Township Zoning Hearing Board),

site plan approvals, and land development approvals (collectively, the "Development

Approvals') as shall be applicable to the Ground Lease Parcel and the PECO Land and required

for thll construction and operation of Initial Improvements; (b) submit to the Pennsylvania

Department of Environmental Protection ("DEP'') al! applications and supporting documentation

applicable to the Ground Lease Parcel and required for the construction and operation of Initial

hnprovements (the ''DEP Approval'); (c) subIDit an application to the Delaware County

Conservation District for approval of an erosion and sedimentation pollution control plan

("DCCD Approval',); and (d) obtain a Penn DOT Highway Occupancy Permit ("HOP Permit").

The Development Approvals, DEP Approval, DCCD Approval, and HOP Permit are collectively

referred 10 as the "Approvals". In the event that within eighteen (18) months following the

Effective Date Tenant shall not have obtained all Approvals, then either party may tenninate this

Ground Lease by giving written notice thereof to the other party at anytime prior to Tenant

receiving such Approvals; provided, however, Tenant shal! have the right to extend such period

--·---·-·--·-----due-to~causes-beyond-'Fenantls .. reasenable-eontrol,induding,--but-not-limitedto .. For.ceMajeure .. _._ ... _____ ...... ___ . ______ .

EventS, changes to the Preliminary Land Development Plans requested by Landlord, or any other

decisions required to be made by Landlord within a time period provided herein, and delays by

government agencies responsible for Approvals. Tenant shall be responsible to submit all

required applications to the applicable Govermnental Authorities for all Approvals and shall pay

all fees in connection therewith. Landlord agrees, upon Tenant's request, to join in applications

for building permits, certificates of occupancy, and all other applications for zoning and land

development, DEP and Penn DOT permits and all other approvals for which the signature of

Landlor4 or the owner is required by applicable law, and throughout the Term. to otherwise

reasonably cooperate with Tenant in connection with such applications or in connection with any

easements, covenants, conditions and restrictions that Tenant requests after the Effective Date at

no out-of-pocket cost to Landlord. Tenant shall reimburse Landlord upon demand for any

reasonable third party costs or expenses incurred by Landlord in connection with the foregoing.

4.5 Landlord's Governmental Capacity. Nothing in this Ground Lease shall waive,

limit or impair Haverford Township, its managers, employees, or commissioners from acting in

its/their govermnental capacity with respect to the Ground Lease Parcel and the hnprovements.

-11 -PHBF/697692.9

I.

4.6 Surrender oflmprovements. All Improvements (with the exception only of

. movable trade fixtures, furniture, furnishings, or other personal property owned by Tenant) and

any maintenance records, plans, permits, warranties, and service contracts, if any, with respect to

the Improvements then in Tenant's possession, shall be surrendered to and become the absolute

property of Landlord upon the expiration or earlier termination of this Ground Lease, whether by

expiration oftime or otherwise as provided in Article 18. _

4.7 Signs. Tenant may place signs on the Ground Lease Parcel, subject to the

necessary approval of applicable Governmental Authorities. Tenant further agrees to maintain

such signs in good condition and repair at all times and to remove such at the end of the Term if

so requested by Landlord.

ARTICLES

MAINTENANCE AND REPAIRS; ALTERATIONS

5.1 Maintenance and Repairs ..

(al Landlord's Obligation. Landlord shall not be required to furnish

any services or facilities or to maintain or make any repairs, replacements or alterations in or to

the Ground Lease Parcel or the Improvements at any time during the Term.

(b) Tenant's Obligation. Tenant hereby assumes the full and sole

responsibility for the condition, operation, repair, replacement, maintenance and management of

the entire Ground Lease Parcel and the Improvements during the Term. Tenant shall at all times

during the Term, at its expense and in the same manner as a reasonably prudent building owner

would, put, keep, repair, replace and maintain the Improvements and the Ground Lease Parcel in

good and safe order, condition and repair and in compliance with all applicable laws, codes and

_____ . ___ .. _______ Qrmn!!P~s,_wll~~rn!>_W_!<JQ~!iRg~!_he~~inafter enacted, it being the intent that all repairs that

maybe required on the Ground Lease-parcel;eitherjnSide-oroufSide~SiiUctiiraJ.-or-non:Sfi1iCtUi'al,-- --------! ordinary or extraordinary, whether or not capital in nature, foreseen or unfureseen, shall be the

obligation of Tenant, and Landlord shall in no event be required to make any alterations,

rebuilding, replacements, changes, additions, improvements or repairs, nor shall Landlord be

required to furuish to Tenant any facilities or services of any kind such as, but not limited. to,

water, steam, heat, sewer service, gas, electricity, telephone, cable, light and power. In addition,

Tenant shall keep the Ground Lease Parcel and the Improvements in a safe and sanitary

condition as required by all applicable Legal Requirements and consistent with a first class

community recreation center of similar age in the Greater Philadelphia Main Line Suburban

metropolitan area. Subject to Article 13, all replacement and restoration will be in quality and

class equal to or better than the original Initial Improvements.

5.2 Alterations.

(a) Tenant shall not make any Material Alterations to the Premises

without the prior written consent of Landlord and the approval of all Governmental Authorities.

"Material Alteration" shall mean (i) the constrUction of any new building or strUctore on the

Ground Lease Parcel; (ii) any expansion of the Initial Improvements; (iii) any alteration (other

-12 -PHBFi691692.9

'.

than an internal alteration which is strictly cosmetic or decorative in nature) which by itself costs

more than $100,000-.00 or which is part of a larger project, program, plan or group of such

alterations which costs more than $250,000 in the aggregate. -

(b) Any alterations or improvements to the Premises made by Tenant

shall be done in a good and workmanlike manner and in accordance with aU applicable Legal

Requirements and necessary approvals from Governmental Authorities and shall include

materials of equal or better quality than the materials used for the original construction of the

_______ "'Initial Improvements, and Landlord ~ees, at no cost to Landlord, to join in the application --

whenever such-actioris are necessary to-cbfaln approviils froplGovermneriIiilAUlliorlBes:-upoii------------i

expiration or termination of this Ground Lease, all improvements and alterations to the -

Improvements constructed by Tenant (with the exception only of movable trade fixtures,

furniture, furnishings, or other personal property owned by Tenant) shall become the property of

Landlord without the obligation to make any payment therefor. So long as this Ground Lease

remains in full force, any improvements or alterations located on the Ground Lease Parcel or

constructed by Tenant to the Improvements or Ground Lease Parcel shaH be owned by Tenant

5.3 Removal of Improvements. Except as otherwise permitted by this Ground

Lease, Tenant shall not demolish, raze, and/or remove the Improvements without Landlord's -

prior written consent, which consent may be withheld in its sole and absolute discretion.

ARTICLE 6

LANDLORD'S RIGHT'S WITH RESPECT TO THE GROUND LEASE PARCEL

6.1 Inspection. Landlord and its contractors, agents and representatives shall have

the right at reasonable hours and upon reasonable prior notice to enter upon the Ground Lease

Parcel and the Improvements for the purpose of examining or inspecting the same (except that no

-------------------notice __ shall_be_required.in_an_emergen.cy} .. Land)!m:!sb_f\l!:gselt~I!l_~9!l!ll?~_~ffoJ!~.!9_~!I.!l~~_!IllY_

such examination to not unreasonably interfere with the business of the Tenant, or with the

construction of the Initial Improvements.

6.2 Landlord's Right to Mortgage Ground Lease Parcel

(a) Landlord may assign, transfer, hypothecate or encumber by

mortgage, trust deed or otherwise its fee interest in the Ground Lease Parcel and its interest

under this Ground Lease at any -time throughout the Term. LllI1dlord shall provide notice to

Tenant of such assignment, transfer, hypothecation or encumbrance as reasonably practical after

such date but in no event more than five (5) business days after the date of aSSignment, transfer,

hypothecation, or encumbrance. -Any such sale, assignment, transfer, hypothecation or

encumbrance shall be subject to this Ground Lease and Tenant's rights hereunder. If Landlord's

fee interest in the Ground Lease Parcel is subject to a mortgage or trust deed on the Lease

Commencement Date, this Ground Lease is contingent upon Landlord providing Tenant a non­

disturbance agreement (agreement to not disturb tenancy as long as Tenant or Mortgagee fulfills

--its material obligations under this Ground Lease and attoros to successor landlord) from the

holder of such mortgage or trust deed in favor of Tenant, in a commercially reasonably form

satisfactory to Tenant and the mortgagee (a "Non-Disturbance Agreement").

- 13 -PHBF/ 697692.9

i·

... ·---... ·--··--·----1·

(b) In the event of any default by Landlord which would give Tenant

the right to exercise any right or remedy against Landlord, Tenant shall not exercise any such

right or remedy until it has notified each fee mortgagee in writing (if the name and address of

such fee mortgagee(s) have previously been ftunished 1;Jy written notice to Tenant) of such

default, and until sixty (60) days after the fee mortgagee's receipt of notice of Landlord's default,

during which period the fee mortgagee( s) shall have failed to commence and continue to cure the

default or to cause the same to be remedied or cured; prOvided, however, that if a default by

Landlord by its nature cannot reasonably be cured within such sixty (60) day time period, and if

-________ ---lliy fee m9ng~g~~.l1!1!L~enced curing such default within such time period and thereafter

- diligently pursues such cure to completioO:;Such sIxty (60)day curepenodSllaIfoe-exteiiaooror----------------::

the p~od of time reasonably necessary for the fee mortgagee to cure such default.

(c) No fee mortgagee, and no other person or entity acquiring

Landlord's interest in the Premises as a result of foreclosure or other judicial sale (or deed in lieu

thereof), and no successor or assign of any of the foregoing shall be liable for any act or

_- omission of any prior landlord (including Landlord); liable fur the perfurmance of any of

Landlord's obligations which arose or accrued prior to such person or entity succeeding to the

interest of Landlord hereunder; subject to any offsets or defenses which Tenant may have against

any prior landlord (including Landl9rd); bound by any Rent which Tenant may have paid for

more than the current month to any landlord (including Landlord); or bound by any amendment

or modification of any provisions of this GroUnd Lease, or any cancellation or surrender of this

, I-

Ground Lease unless the same shall have been approved in writing by the fee mortgagee.

6.3 Attornment Agreement. Provided that Tenant receives a Non-Disturbance

Agreement, Tenant shall attorn to any successor of the Landlord imd shaH continue _to observe

and perfurm Tenant's obligations uuder this Ground Lease and pay Base Rent and Additional

Rent to whomsoever may be lawfully entitled to same from time to time on the condition that

Tenarit is provided with the name and address of the successor( s) of Landlord and receives

--------------,confirmation-thereof.b;y--Landlord_or ___ any~successor(s)_llfLan_dlgI_!!, __ T~Jl.l!!!t§.1:!~!_!l"e_"1,!,te_a,!:lY _______________ ._____ ______ .

such instruments in recordable form as may be reasonably requested by Landlord to confirm the :

attornment of Tenant to future landlords in accordance with the terms of this Article.

ARTICLE 7 LANDLORD'S WARRANTIES

7.1 General Warranties. Landlord warrants and represents, upon which warranty

and representation Tenant has relied in the execution of this Ground Lease, that the party named

herein as Landlord is the owner of the Ground Lease Parcel in fee simple absolute, and that it has

full right, authority and power to lease the Ground Lease Parcel unto Tenant for the Term hereof,

as it may be extended. Landlord represents and warrants that to its actual knowledge there are no

outstanding violations of any Permitted Encumbrances as of the Effective Date.

7.2 Title. Landlord represents and warrants that as of the Effective Date, and as of

the Lease Commencement Date: (a) it owns fee simple title to the Ground Lease Parcel subject

only to th~ Permitted Encumbrances; and (b) no third parties have any rights (whether

- 14-PHBF{ 697692.9

i

exercisable now or at any time in the future) of purchase, lease, occupancy, use or otherwise, to

the Ground Lease Parcel (or any portion thereof).

7.3 Quiet Use and Possession. Upon the payment by Tenant of the Rent provided in

Article 3 and upon performance of the covenants and conditions by Tenant herein contained,

Landlord covenants and warrants that Tenant shaH and may peaceably and quietly have, hold and

enjoy the Ground Lease Parcel for the Term of this Ground Lease without hindrance or

interruption, and that Landlord, at its sole cost and expense, will defend Tenant in such peaceful

___ .... __ and g1:li~L1:I~.(J..and 'p~~.s~~~C:>!1 ot:..f!1e Ground Lease Parcel against the claims of any person

claiming under Landlord, subject-to thel'mll,1ffecn=incumorances·iliiolliisGi'oullcrLease;-······ .... -.

ARTICLES

COMPLIANCE WITH LAWS; HAZARDOUS MATERIALS

8.1 Compliance with Laws. During the Term, Tenant shall, at its sole expense,

comply with and cause the Ground Lease Parcel and the hnprovements to be in compliance with

(i) all laws, ordinances and regulations, and other governmental rules, orders and determinations,

whether or not presently contemplated, including, without limitation the Environmental

Requirements (collectively "Legal Requirements'') applicable to the Ground Lease Parce~ the

Improvements or the uses conducted on the Ground Lease Parcel or the hnprovements, including

without limitation, the Americans with Disabilities Act, and any comparable law ofthe

Commonwealth of Pennsylvania; (li) the provisions of any insurance policies required to be

maintained by Tenant with respect to the Ground Lease Parcel and the hnprovements; and (iii)

the terms of any easements, covenants, conditions and restrictions affecting the Ground Lease

Parcel or the hnprovements which are Permitted Encmnbrances or are created after the Effective

Date at Tenant's request. If any additions, alterations, changes, repairs or other work of any

nature, structural or otherwise, shall be required or ordered or become necessary at any time

·····_-_·····--·during·theterm.of.this.GroundLease .. because.of.any.of.these.n,-qYiremrntJl, .. full.llJ:l1il:e .. <ll'pe!l.~e()f ............. .

the same, irrespective of when the same shall be incurred or become due, shall be the sole

liability of Tenant.

8.2 Hazardous Materials.

(a) Definitions. The term "Hazardous Materials" shall mean any

. industrial by-product, chemical or hazardous substance of any nature, including without

limitation, mold and other indoor air pollutants, radioactive materials, phenylchlorobenzenes

(PCBs), asbestos, petroleum, materials known to cause cancer or reproductive problems and

those materials, substances and/or wastes which are or later become regulated by any local

Goverronental Authority, the Commonwealth of Pennsylvania or the United States Government,

pesticides, herbicides, pesticides or herbicide containers, untreated sewage, industrial process

sludge, including, but not limited to, substances defined as "hazardous substances," ''hazardous

materials," ''toxic substances" or "hazardous wastes" in the Comprehensive Enviroronental

Response, Compensation and Liability Act of1980, as amended, 42 U.s.C. §9601, etseq.; the

HazardoUs Materials Transportation Act, 49 U. S. C. § 180 I, et seq.; the Resource Conservation

and Recovery Act, 42 U.S.C. §6901, et seq.; all corresponding and related state and local

statutes, ordinances and regulations, including, without limitation, any dealing with underground

- 15 -PHBF/697692.9

. .. -- .. -.-.-.-.... ~. • i

~:

,.

storage tanks; and any other enviromnentallaw, regulation or ordinance now existing or

hereniafter enacted (collectively, the "Enviromnental Requirements").

(b) Use. Tenant hereby agrees that Tenant and Tenant's officers,

directors, employees, representatives, agents, contractors, subcontractors, successors, assigns,

subtenants, invitees and any other occupants of the Ground Lease Parcel or the Improvements

(for these purposes, each, an "Occupant") shall not use,. generate, manufacture, refine, produce,

process, store or dispose of, on, under or about the Ground Lease Parcel or the Improvements or

---.-.. _._J!~~"p.!!!~c:J~.frc:J!ll~~ Ground Lease Parcel or the Improvements in the future for the purpose

of generating, manufacti.iTIng,refuililg~·produciiig,-stonng;-Ii8iiClliiig;transreiTiiig,·Ijrocesiiing;-6r '.-'.' .. '.'.'_ .. '-'

transporting Hazardous Materials; provided that Tenant may use those Hazardous Materials

which are necessary for, and customarily used in, the operation of Tenant's business, so long as

such use is in compliance with the Enviromnental Requirements. Furthermore, Tenant shall

procure and maintain any and all permits, licenses, and other govermnental and regulatory

approvals required for the limited storage or use of Hazardous Materials by Tenant or any

Occupant, including without limitation, discharge of (appropriately treated) materials or wastes

into or through any sanitary sewer serving the Ground Lease Parcel or the Improvements.

(c) Remediation of Hazardous Materials. If at any time during the

Term any contamination of the Ground Lease Parcel or adjacent properties by Hazardous

Materials shall occur where such contamination is caused by any Occupant ("Tenant

Contamination"), then Tenant, at its sole cost and expense, shall promptly and diligently

remediate such Hazardous Materials in accordance with applicable Enviromnental Requirements.

However, Tenant shall not take any required remedial action in response to any Tenant

Cqntamination in or about the Improvements or adjacent properties or enter into any settlement

agreement, consent, decree or compromise in respect to any claims relating to any Tenant

Contamination without first notifYing Landlord and affording Landlord the opportunity to

appear, intervene, or otherwise appropriately assert and protect Landlord's interest with respect

... -... _ ......... ··--·thereto, .. Notwithstanding.the .. foregoing,.Tenant.maytake .. r.eme.dial.action .. 'II'ithoutpfovid.mg.............. . ............. __ .... .

Landlord with prior written notice of the required action if such action is necessary in order to ;'

prevent imminent danger to property or persons; provided, however, that notice of such Tenant

Contamination and remedial action shall be provided as soon as reasonably practicable

thereafter. In addition to all other rights and remedies of Landlord hereunder, if Tenant does not

promptly and diligently take reasonable steps to prepare and obtain all necessary approvals of a

remediation plan for any Tenant Contamination, upon no less than forty-eight (48) hours notice

to Tenant, Landlord, at its sole discretion, shall have the right, but not the obligation, to cause

remediation to be accomplished, and Tenant shall reimburse Landlord within thirty (30) days of

Landlord's demand for reimbursement of all amounts reasonably paid by Landlord (together

with interest on said amounts at the Interest Rate until paid), when said demand is accompanied

by proof of payment by Landlord of the amounts demanded. .

(d) Notice of Hazardous Materials Matters. Tenant shall promptly

notify Landlord in writing, to the extent Tenant actually receives notice thereof in writing, of: (i)

any enforcement, clean-up, removal or other govermnental or regulatory action instituted,

contemplated or threatened concerning the Ground Lease Parcel or the Improvements pursuant to

any Environmental Requirements; (ii) any claim made or threatened by any person against

Tenant relating to damage contribution, cost recovery, compensation, loss or injury resulting

- 16-PHBF/697692.9

from or claimed to result from any Hazardous Materials on or about the Ground Lease Parcel or

the hnprovements; and (iii) any reports made to any environmental agency arising out of or in

connection with any Hazardous Materials-in or removed from the Ground Lease Parcel or the

Improvements including anycompiaints, notices, warnings, or asserted violations in connection

therewith, all upon receipt by Tep.ant of actual knowledge of any of the foregoing matters. "

Tenant shall promptly provide notice to Landlord and in any event within five (5) business days

after Tenant first receives or sends the same, with copies of all claims, reports, complaints,

notices, warnings or asserted violations relating in any way to the Ground Lease Parcel or the

---~-----.lmRrov.emlmlLQI_I@'@!~!:I!!~_fu~~~C. _ . - ._ ....... - ---_._--...... _-- ....• --_ ..... __ ... _-. __ ..•... _-_ ........... ---_ .•... _ .. _-... _ ..•. _. __ .. _--•.... _--._--_."-_ ..•.... -.-_ ...• _----------_._-

(e) Indemnification by Tenant. Tenant shall indemnify, defend (by

counsel reasonably acceptable to Landlord), protect and hold Landlord, its employees, agents,

attorneys, officers, successors and assigns (collectively, the "Landlord Parties"), free and

hannless from and against any and all claims, actions, causes of action, liabilities, penalties,

forfeitures, damages, losses or expenses (including without limitation reasonable attomeys' fees

and costs of litigation and appeals) or death of or injury to any person or damage to any property

whatsoever, to the extent arising out of or in connection with (i) any Tenant Contamination; (ii)

Tenant's failure to comply with any Environmental Requirements relating to Tenant's use and

occupancy of the Ground Lease Parcel or the Improvements; or (iii) a breach of any covenant,

warranty or representation of Ten ant under this Article (except to the extent caused by the acts or

omissions of Landlord or Landlord's Parties). Tenant's obligations hereunder shaIl include

without limitation, whether foreseeable or unforeseeable, all costs or any required or necessary

repair, clean-up or detoxification or decontamination of the Ground Lease Parcel or the

hnprovements in accordance with the applicable Environmental Requirements to the extent due

to Tenant Contamination, and the preparation and implementation of any closure, remedial

action or other required plans in connection therewith. Any acts or omissions of Tenant, or by its

employees, agents, assignees, lessees, sublessees, permittees, contractors, or subcontractors, or

others acting on behalf of Tenants, shall be strictly attributable to Tenant; provided however, in

-----no-eventshalltheacts oromissions of Landlord or Landlord's employees or agents be

attributable to Tenant. Tenant's indenmification obligations under this Section 8.2(e) are in

addition to and not in conflict with the Tenant's indemnification obligations set furth in Section

12.1 hereof

8.3 Survival. All representations, obligations, indenmities,and warranties made or

given under this Article shall survive the expiration or earlier tenuination of this Ground Lease.

ARTICLE 9

MECHANICS' LIENS; PERMITTED CONTESTS

9.1 No Liens.

(a) Tenant will not create or permit to be created or to remain, and will

promptly discharge, at its sole cost arid expense, any lien, encumbrance or charge upon the

Ground Lease Parce~ any part thereof or upon Tenant's leasehold interest, which arises out of

the use or occupancy of the Ground- Lease Parcel by Tenant or by reason of any labor or

materials furnished or claimed to have been furnished to Tenant or by reason of any construction,

- 17 -PHBF/697692.9

I I

addition, alteration or repair of any part of the Ground Lease Parcel. If any such lien is filed

against the Ground Lease Parcel, Tenant shall indemnify, defend and hold Landlord hannless

against any losses, claims or expenses (including, without limitation,. reasonable attorneys' fees

and costs) incurred as a result of the assertion of any such lien or claim of lien. Within thirty

(30) days after notice of the filing thereof, Tenant shall cause such lien or claim to be released or

discharged with respect to the Ground Lease Parcel by payment or bonding. If Tenant fuils to

transfer or discharge the claim or lien, the Landlord may discharge or transfer the claim or lien to

bond or other security and Tenant shall pay Landlord all amounts so incurred together with

------.- .. ----IDterest.at .the .. Interest.Rate_within .. thmyDQ)AJ!y~!!fte.r_!i~~_!!l:<!r.!lQ.fpy_~~~I()!~_PEf;J:v_i_~~ ____ .. _ .. _..... __ _

that Landlord provides proof of the amounts incurred by Landlord. .

(b) Nothing contained in this Ground Lease shall be construed as

constituting the consent or request of Landlord, expressed or implied, to or for the performance

by any contractor, laborer, materialman, or vendor of any labor or services or for the furnishing

. of any materials for any construction, alteration, addition, repair or demolition of or to the

GroU1)d Lease Parcel or any part thereof. Notwithstanding anything to the contrary set forth in

this Ground Lease, in no event shall the interest of Landlord in all or any part of the Ground

Lease Parcel be subject to any construction, mechanics', materialmen's, laborers' or other

statutory or common law lien for improvements or work made or done by or at the,instance of

Tenant, whether or not the same shall be made or done with the consent of Landlord or by

agreement between Tenant and Landlord. Tenant shall put all persons dealing with or

contracting with Tenant or any contractor of Tenant on notice of the foregoing provision.

9.2 Permitted Contests.

(a) Tenant shall not be required, nor shall Landlord have the right, to

pay, discharge, or remove any charges, liens'or encumbrances, or to comply with any Legal

Requirements applicable to the Ground Lease Parcel or any portion thereof, so long as Tenant

. contests the existence, amountor.yalidity of the .. matter inq:Qestion ~yappropri,l'Iteproceedjngs.

This right of Tenant to withhold performance while proceedings are pending maybe exercised

only if Tenant's proceedings will not cause or result in the sale, forfeiture or loss of the Ground

Lease Parcel or Landlord's interest in the Ground Lease Parcel or the Improvements and Tenant

posts security as may be required pursuant to the last sentence of this Section 9 .2( a). Nothing

contained in this Section shall be deemed to relieve Tehant from any obligation to pay those

portions of Rent which represent the reimbursement to Landlord or pass through to Tenant of

amounts imposed by Governmental Authorities and being contested with such Governmental

Authorities by Tenant Tenant shall give such reasonable security as may be reasonably required

by Landlord to insure ultimate payment of the amounts (including interest, court costs and other

related costs) and compliance with the Legal Requirements contested.

(b) Notwithstanding the foregoing, Tenant shall not contest ad

valorem real estate taxes or assessments for the Ground Lease Parcel except as pennitted

pursnant to the provisions of this Subsection 9.2(b). Tenant shall have the right to bring

proceedings to contest the am01,l11t or validity of any real estate taxes or assessments or to recover

payments therefor. In the event that Tenant desires to bring proceedings to contest the amount or

validity of any real estate taxes or assessments, Tenant shall give Landlord written notice of

Tenant's intention to do so. Landlord agrees to join in such contest if Landlord or the owner of

- 18 -PHBF/697692.9

the Ground Lease Parcel is required to join in such contest, and to execute and deliver any papers

that may be necessary or proper to pennit Tenant to contest the validity or application of such

taxes or assessments. Such notice shall state the basis for Tenant's contest. Tenant may

withhold payment of the real estate·taxes or assessments being contested if, but only if, (i)

nonpayment is permitted during the pendency of proceedings without the imposition of any tax

lien, (ii) nonpayment will not cause a default under any mortgage on the fee interest in the

Ground Lease Parcel or the Mortgage, and (iii) if requested by the applicable Governmental

Authority, Tenantshall obtain and furnish a bond or other security device, in amount and form

.g'a~Qm!.p!yagq\lP!!t1;>I;:tp .~()h.QQy<'m1l:l(lJ:l~aIA1l.th9t:itY.: ... A!ly.. Sll~. ()()Il:!(l~t .~llall~e J?!.()~"~ll~,,~.to

completion (whether or not this Ground Lease shall have expired or terminated in the interim)

and shall be conducted without delay and solely at Tenant's expense. Within ten (10) business

days after the final determination of the amount due from Tenant with respect to the real estate

taxes or assessments contested, Tenant shall pay the amount so detennined to be due, together

with all costs, expenses and interest, whether or not this Ground Lease shall have then expired or

terminated. Tenant shall pay all of Landlord's expeuses (including the reasonable out-of-pocket

fees and costs ofattomeys, investigators and experts) arising out of such joinder and Tenant

covenants and agrees to indemnifY, save harmless and, at Landlord's option, defend Landlord

from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities and

. expenses (including without limitation fees and reasonable costs of attorneys, investigators and

experts) arising or alleged to arise from or in connection with any contest of real estate taxes or

assessments by Tenant.

ARTICLE 10

TAXES, ASSESSMENTS AND OTHER CHARGES; UTILITIES

10.1 Taxes, Assessments and Other Charges.

(a) ... Subject to Section 9.2(b),.commencing with the Lease

Commencement Date, Tenant shall pay, prior to delinquency: all taxes, payments in lieu of taxes,

assessments, levies, fees, fines, penalties and all other governmental, charges, general and special,.

ordinary and extraordinary, foreseen and unforeseen, which are during the Term hereof imposed

or levied upon or assessed against the Ground Lease Parcel, or any portion thereof, including the .

Improvements. Taxes shall not include inheritance, estate, gift, excise, franchise, income,

corporate, succession, capital levy, stamp, transfer, or profit taxes of Landlord. If Tenant fails to

pay any of the foregoing before they become delinquent, Landlord, after notice to Tenant, may

pay such delinquent taxes, assessments, levies, fees, fines, penalties and governmental charges,

and all expenditures and costs incurred thereby shall be payable as Additional Rent hereunder

within thirty (30) days after notice to Tenant together with interest at the Interest Rate from the

date paid by Landlord until paid by Tenant. Tenant shall pay all taxes and assessments in

connection therewith directly to the taxing authorities, and shall provide Landlord with copies of

all paid bills for taxes and assessments upon request. Should Tenant fail to pay any taxes,

assessments, charges or any other amounts required to be paid by Tenant pursuant to this Section

prior to delinquency, Landlord, in addition to any other right provided to Landlord under this

Ground Lease, may pay any such delinquent tax, assessment, charge or other amount and the

sums so paid by Landlord shall be paid by Tenant to Landlord as Additional Rent and shall

accrue interest at the Interest Rate from the date paid by Landlord until paid by Tenant. Tenant's

PHBF/697692.9

obligations under this Section shall survive the expiration or termination of this Ground Lease.

Notwithstanding the foregoing, ifby law any such tax or assessment may at the option of the

taxpayer be paid in installments (whether or not interest shall accrue on the unpaid balance of

such tax or assessment), Tenant may exercise the option to pay the same (and any accrued

interest on the unpaid balance of such tax or assessment) in instalhnents and shall pay only such

instalhnents as may become due during the term of this Ground Lease as the same respectively

. become due and before any fine, penalty, interest or cost may be added thereto, for the non­

payment of any such instalhnent and interest; and provided, further, that any imposition relating

.............. ____ .tQafiS91!lP!lriQQ9ffu~tg..ing [l1}fu9rtt:y, ~ pllli(jf':Yll!94. peI:i()cli_sil!~lllcl~dwi~f!fl:!(l.t€:~of this ..

Ground Lease and a part of which is included in a period of time after the termination of this .

Ground Lease, other than a termination ofthis Lease pursuant to Article 16 below, shall (whether

or not such tax or assessment shall be assessed, levied, imposed or become a lien upon the

Premises and/or the hnprovements, or shall become payable, during the term of this Ground

Lease) be adjusted between Landlord and Tenant as of the expiration of the term of this Ground

Lease, so that Landlord shall pay that portion of such tax or assessment that relates to that part of

the fiscal period after the tennination of this Ground Lease, and Tenant shall pay that portion of

which relates to the period prior to the termination of the. Ground Lease.

(b) Any realty transfer tax imposed on this Ground Lease by any

Governmental Authority shall be paid by Tenant.

10.2 Utilities. Commencing with the Lease Commencement Date, Tenant at its sole

cost and expense shall obtain and promptly pay for all utility, communication and other services

furnished to or consumed on the Ground Lease Parcel and the hnprovements, including, but not

limited to, electricity, cable, gas, water, sewer, heat, telephone, janitorial, garbage collection, and

all charges related to any of these services, including any tap-in, connection or impact fees. .

ARTICLE 11 INSURANCE

11.1 Liability Insurance. Throughout the Term of this Ground Lease, Tenant, at its

. sole cost and expense, shaIl maintain commercial general liability insurance against liability

occasioned by any accident, injury (including death) or damage suffered or occurring on or about

the Ground Lease Parcel and the Improvements or any appurtenance thereto. Each such liability

policy shall be for the minimum of $2,000,000.00 combined single limit coverage for property

damage and bodily injury to anyone person and general aggregate limits of $2,000,000.00 per

accident. . In addition, Tenant, at its sole cost and expense, shall maintain additional umbrella or

excess liability coverage with limits of no less than $10,000,000.00.

11.2 Property Inslirance. During the Term of this Ground Lease, Tenant, at its sole

cost and expense, shalI keep the hnprovements constructed on the Grouud Lease Parcel insured

against loss or damage by fire and other risks from time to time insured against by special form

property insurance including vandalism and malicious mischief endorsements, in an ani.ount

equal to 100% of the replacement cost of the Improvements and Tenant's personal property on

the Ground Lease Parcel.

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11.3 Workmen's Compensation fusurance. During the construction of any building

or improvement on the Ground Lease Parcel, Tenant or its contractor shall carry such workmen's

compensation insurance as shall be required by the laws of the Commonwealth ofPenosylvania.

11.4 Rental Interruption Insurance. From and after Substantial Completion aod

delivery to Landlord of a copy of a certificate of occupancy issued by the appropriate

Governmental Authority authorizing occupation of the Initial Improvements, Tenant shall

maintain use and occupancy insurance covering, as applicable, rental income or business

interruption, with coverage in an amount equal to not less than twelve (12) months anticipated

.... ·_gross reniai income or grossbusmess eiirirings, as applicable in each use, attributable to the Improvements.

11.5 Builder's All Risk.

(a) Builder's All Risk. During the period of any construction,

renovation or alteration of the Improvements, Tenant shall maintain or cause to be maintained a

builder's all risk insurance policy in non reporting fonn in an amount equal to 100% of the

replacement cost of the Improvements under construction, renovation or alteration.

(b) Additional Insurance. Tenant shall maintain such additional

insurance as Landlord may reasonably require from time to time against such insurable hazards

.. of risk which at the time maybe customary during the tenn of this Ground Lease for owners aod

operators of similar properties in the Commonwealth of Pennsylvania.

11.6 Requirements ..

(a) All insurance maintained by Tenant pursuant to this Ground Lease

shall (i) provide that no cancellation, material change or reduction thereof shall be effective until

. at least thirty (30) days after written notice thereof is given to Landlord (ten (10) days for

cancellation due to failure to pay premium); (ii) be written with insurance companies authorized

to do business in the Commonwealth of Penn sylvania, having an A.M. Best Rafuig of A-NlII or

better in Best's Insurance Guide (or. a similar rating in an equivalent publication if Best's

Insurance Guide is no longer in publication); aod (iii) with respect to liability insurance, be

written on an occurrence basis. and endorsed to name Landlord as additional insured aod contain

a Severability of Interest provision (i.e. a provision requiring that the insurer treat each insured as

if they were the only insured under tlie policy when detenninirig whether coverage is available).

Each policy shall state that such insurance is primary over any insurance carried by Landlord.

No insurance required to be maintained by Tenant shall be subject to any deductible in excess of

$25,000.00, except for reasonable and customary deductibles carried by reasonably prudent

owners and operators of buildings of similar use and construction in the Greater Philadelphia

Main Line Suburban metropolitan area.

(b) Notwithstanding anything to the contrary contained herein,

Landlord shall have the right to propose that the types of coverages and/or the limits of

insurance required hereunder be reasonably modified from time to time during the Tenn ofilis

. Ground Lease .to such coverage and to such amounts as may be then customarily carried by

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reasonably prudent owners and operators of buildings of similar use and construction as the

hnprovements in the Greater Philadelphia Main Line Suburban metropolitan area.

(c) Subject to the provisions and limitations hereinafter set forth in

Article 12 below, the policy referred to in Section 11.2 above shall also provide, if required by

either Landlord or Tenant, for any loss thereunder to be payable to the holder of any fee

mortgagee and the holder of any Mortgage, as the respective interests of such holders may

appear, pursuant to a standard mortgagee clause or endorsement

11. 7 No Separate IiIsill'ance; Landlord's Riglit to purchase Insurance.· Tenant

shall not take out separate insurance concurrent in form or contributing in the event ofloss with

that required in this Article to be furnished by Tenant unless Landlord is included therein as an

additional insured, with· loss payable as in this Ground Lease provided. Tenant shall promptly

notify Landlord of the taking out of any such separate insurance and shall deliver insurance

certificates as provided in this Article. Nothing in this Article, however, shall prohibit Landlord

from purchasing at its expense any reasonable insurance policy that Tenant does not obtain.

11.8 Evidence of Coverage and Payment of Premium. Tenant will pay all

premiums and charges on all insurance policies Tenant is required to maintain promptly when

the same become due, and if it shall fail to do so, Landlord may, but shall not be obligated to,

place such insurance or pay the premiums and charge therefor, and in the event of such payment

the amount paid shall be collectible as Additional Rent in the same manner and with the same

remedies as if it has been originally reserved as Rent.

11.9 Certificates. On or prior to the Lease Commencement Date, Tenant shall deliver

to Landlord certificates of insurance evidencing the insurance required to be maintained under

this Ground Lease. Tenant also shall deliver to Landlord prior to the expiration date of any such

.. _. policy or policies (or of any renewal policy or policies), certificates for the renewal policies of

such insurance. Tenimt covenants to furnish Landlord promptly upon Laridlord'srequest copies

of insurance policies required to be maintained by Tenant hereunder, certified by the insurance

carrier or broker. The original policies shall be delivered to the holder of the first Mortgage. .

ARTICLE 12 SUBROGATION; INDEMNIFICATION; WAIVER AND RELEASE

12.1 lDdemnification by Tenant. Except to the extent caused by the negligence or

willful misconduct of Landlord or Landlord's employees or agents, and subject to Section 12.3,

Tenant shall defend (with legal counsel acceptable to Landlord) all actions against Landlord, its

parent, subsidiaries, affiliates and any of their respective officers, directors, partners,

shareholders, members or employees (collectively the "Indemnified Landlord Parties"), with

respect to, and shall pay, protect, indenmify, and save harmless Landlord and the other

. Indemnified Landlord Parties against, any and all claims, demands, liabilities, losses, damages,

costs aud expenses (including reasonable attorneys' and expert fees, costs aud expenses of

litigation) of any nature arising from (i) injury to or death of any person, or damage to or loss of

property, on the Ground Lease Parcel or connected with the use, condition or occupancy ofthe

Ground Lease Parcel or the design, construction and operation of the hnprovements and all other

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improvements on the Ground Lease Parcel; or (ii) any breach or violation by Tenant of this

Ground Lease.

12.2 Disclaimer, Waiver and Release. Neither Landlord nor the Indemnified

Landlord Parties shall be liable to Tenant or Tenant's agents, contractors, subtenants, guests,

invitees or employees or any other person or entity claiming by, through or under Tenant or any

other persons or entities on the Ground Lease Parcel for any loss, injury, death or damage

occurring in, upon or about the Ground Lease Parcel from any cause whatsoever, except to the

... ... . . .... extel).t of claims arising as a result ofthe negligence or willful misconduct of Landlord or

Landlord's employees or agents.' Tenim~ as amaterlal part of the con.sideration to Landlord for

this Ground Lease, hereby assumes all risk ofloss, injury, death or damage occurring in, upon or

about the Ground Lease Parcel from any cause whatsoever, and Tenant hereby waives and

releases all claims against Landlord and the Indemnified Landlord Parties with respect to all of

the foregoing, except to the extent of claims arising as a result of the negligence or willful

misconduct of the Landlord, its employees, contractors or agents.

12.3 Subrogation. Landlord hereby waives (on behalf of itself and any person holding

through right of SUbrogation) any and all rights of recovery, claim, action or cause of action

against Tenant and its parent, subsidiaries, affiliates and any of their respective officers,

directors, partners, shareholders, members or employees (collectively the "Indemnified Tenant

. Parties") for any loss or damage that may occur to the Improvements, whether real, personal or

mixed, regardless of cause or origin, INCLUDING THE NEGLIGENCE OR OTHER

MISCONDUCT OF ANY OF THE INDEMNIFIED TENANT PARTIES to the extent such loss

is covered by insurance. Tenant hereby waives (on behalf of itself and any person holding

through right of subrogation) any and all rights of recovery, claim, action or cause of action

against Landlord and the other Indemnified Landlord Parties for any loss or damage that may

occur to the Improvements and to all property of Tenant or its subtenants located on the Ground

........ Lease Parcel, whether real, personal or mixed, regardless of cause o. origin, INCLUDING THE

NEGLIGENCE OR OTHER MISCONDUCT OF ANY INDEMNIFIED LANDLORD PARTY

to the extent such loss is covered (or is required under this Ground Lease to be covered) by

insurance. Nothing contained in this Section 12.3 is intended or shall be construed to create any

liability that would not otherwise exist in the absence of this Section 12.3.

12.4 Survival of This Article. All provisions of this Article shall survive any

termination or expiration of this Ground Lease.

ARTICLE 13 CONDEMNATION AND CASUALTY

13.1 Condemnation.

(a) Total Condemnation. If all of the Ground Lease Parcel and the

Improvements located thereon are taken by the exercise of the power of eminent domain, this

Ground Lease shall terminate as of the date possession is taken by the condemnor, and Base Rent

and Additional Rent and. all other amounts due pursuant to the provision of this Ground Lease

shall be prorated accordingly as of the date possession is taken by the condemnor. The entire

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compensation award attributable to the value of the Ground Lease Parcel (exclusive of the

Improvements and the value, if any, of the balance of the Tenn of the Ground Lease) taken shall

belong to Landlord The entire compensation award attributable to the value, if any, of the

balance of the Term of the Ground Lease and Improvements and any other improvements pwned

by, installed by, through or under Tenant less rent that would have been payable hereunder shall

belong to Tenant, except in the case of any exercise of the power of eminent domain occurring in

the last ten (10) years of the Tenn, in which case the.entire compensation award attributable to

the Improvements and any other improvements owned by, installed by, through or under Tenant

._ shall be payable as follows: (x) to Tenant, ifmore than seven (7) years remain in the Tenn, (y)

one half to Tenant and one half to Landlord ifbetween three (3) and seven (7) years remain in

the Tenn, and (z) to Landlord ifless than three (3) years remain in the Term. Tenant shall also

have the right to claim and recover from the condemning authority, but not from Landlord or out

of any award to which Landlord is entitled hereunder, such compensation as may be separately

awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to

Tenant's business by reason of any condemnation and fur or on account of any cost or loss to

which Tenant might be put in removing or relocating Tenant's business, furniture, fixtures and

equipment.

(b) Partial Condemnation. If any portion of the floor area of the

Improvements on the Ground Lease Parcel at the time or more than twenty-five percent (25%) of

the portion of the Ground Lease Parcel not covered by any Improvements at the time, are taken

by the exercise of the power of eminent domain, or if any portion of the parking areas are so

taken so as to reduce the number of parking spaces below the number of spaces required for the

Improvements by the applicable parking code (herein referred to as "Partial Condemnation"), .

Tenant shall have the right to terminate this Ground Lease if said Ground Lease Parcel (and the

Improvements thereon) and parking areas remaining are such that in Tenant's good faith

judgment their continued use for the purpose for which the same were being used immediately

····prior to such taking is reasonably impractical or economically imprudent. Notwithslandi!1g the

foregoing, if there is a Partial Condemnation of only the parking areas, Tenant shall not have the

option to terminate this Ground Lease if Landlord provides Tenant with replacement parking

within a reasonable distance of the Improvements within thirty (30) days after Tenant received

written notice of the date ofthe taking of possession by the applicable condemning authority.

The option to terminate herein granted shall be exercised in writing by Tenant within sixty (60)

days after Tenant shall have received written notice of the date of the taking of possession by the

applicable condemning authority. Tennination shall be effective ten (10) days after such notice

is received by the Landlord Upon termination, Rent and Additional Rent, and all other amounts

due pursuant to the provisions of this Ground Lease shall be prorated accordingly and the

compenSation award shall be distributed as provided in Section In(a).

If this Ground Lease is not tenninated, the compensation award shall be

distributed as provided in Section 13.1 (a). Notwithstanding the provisions of the preceding

sentence, the award shall first be made available to Tenant for the purpose of repairing or

demolishing any remaining improvements on the affected portion of the Ground Lease Parcel.

Tenant shall promptly undertake to repair, restore (to the extent possible according to the land

area so taken to make the Building a complete architectural unit) or demolish the Improvements,

all such repairing, restoration andlor demolition to be done in a good and workmanlike manner,

in conformity with all applicable Legal Reqnirements and in accordance with the improvement

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and alterations provisions 0 f this Ground Lease. The monthly Base Rent hereunder shall be

equitably reduced as of the date the affected portion of the Ground Lease Parcel is taken.

(c) Cooperation in Making Claims. Landlord and Tenant shall, in

connection with any eminent domain proceedings, cooperate in making all claims for damages

and bringing suit or action. If this Ground Lease is not terminated condemnation awards payable

with respect to the Ground Lease Parcel or"the hnprovements shall be paid to Landlord, which

shaH hold such funds in trust for the benefit of the parties hereto and disburSe them as Landlord

and Tenant reasonably deem necessary or appropriate in accordance with the terms of this

Ground Lease. .

(d) IfTenarit shall assign to any Mortgagee any compensation award

to which it shall be entitled under this Article 13, Landlord shall recognize such assignment and

shall consent to the payment of Tenant' s compensation award to such assignee as its interest may

appear.

(e) Tenant and any Mortgagee shall have the right to participate in any

condemnation proceeding for the purpose of protecting their rights under this Ground Lease, and

in connection therewith, specificaIly and without limitation, to introduce evidence independently

of Landlord to establish the value of or damage to the Ground Lease Parcel and hnprovements.

13.2· Casualty.

(a) Obligation to Rebuild or Repair; If the hnprovements shall be

damaged .or rendered wholly or partially untenantable by fire or other casualty during the Term

of this Ground Lease, Base Rent and Additional Rent shall not abate during such period, whether

or not the Ground Lease Parcel is tenantable or not, subject, however, to Tenant's right to

terminate this Ground Lease as provided in Section 13.2(b) below. Unless this Ground Lease is

so terminated, Tenant shall commence repair and restoration bfthe hnprovements within four (4)

months or such longer period as reasonably necessary to adjust such claim if Tenant uses

commercially reasonable efforts to adjust such claims after the occurrence of the casualty in

accordance with Section 5.2 of this Ground Lease and thereafter diligently pursue such repair

and restoration to completion so as to make the rebuilt or repaired hnprovements at least equal in

value to the fair market value of the hnprovements existing immediately prior to such

ocCurrence, as nearly similar to such prior hnprovements in character as is practical and

reasonable. Tenant's obligation to rebuild or repair the Improvements hereunder shall exist if the

iusurance proceeds resulting frpm such casualty are sufficient for such restoration ·and repair.

(b) During Last Ten (10) Years of Term. In case of any damage or

destruction occurring in the lastten (10) years of the Term to the extent of fifty percent (50%) or

more of the replacement cost of the Improvements, Tenant may by notice in writing given ·to

Landlord within one hundred twenty (120) days after the occurrence of such damage or

destruction, elect to terminate this Ground Lease. This Ground Lease shall then terminate on the

date specified in the notiCe, except as provided below and except with respect to obligations and

liabilities of Landlord and Tenant under this Ground Lease that have arisen or accrued on or

before such date of termination. In the event oftermination, the insurance proceeds payable in

connection with the damage or destruction of the Improvements shall be payable as follows: (i)

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first, to Tenant to the extent necessary to demolish the damaged Improvements and leave the .

Ground Lease Parcel clean and free of debris, and Tenant covenants and agrees to cause such

demolition to occur no later than two hundred ten (210) days after the notice of termination

(which obligation shall suMve the termination of this Ground Lease); and (iii) second, t4e

balance of the proceeds shall be paid to (x) to Tenant, if more than seven (7) years remain in the

Term, (y) one half to Tenant and one half to Landlord if between three (3) and seven (7) years

remain in the Term, and (z) to Landlordjfless than three (3) years remain in the Term. If Tenant

terminates the Ground Lease pursuant to this Section 13 .2(b), Tenant shall be required to

. . .. - demolish the damaged Improvements and leave the Ground Lease Parcel clean and free of debris

and in ·accordance with applicable laws regardless of whether there are insurance proceeds

available to Tenant sufficient to pay for the same.

ARTICLE 14 ASSIGNMENT AND SUBLEASE

14.1 Assignment or Sublease.

(a) Tenant shall not sublet all or any portion of the Premises, or assign

or transfer this Ground Lease or any interest therein, by operation of law or otherwise, without

Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole

discretion. The consent of Landlord to any assignment or sublease (as provided below) shall not

be deemed a consent to any other or future assignment or sublease that requires Landlord's

consent hereunder or operate to exhaust Landlord's rights under this Section 14.1 (a). The

transfer of a majority of the equity interests in Tenant or of the controlling equity interest in

Tenant, either in a single transaction or a series of related transactions, or the merger,

consolidation. liquidation or dissolution of Tenant shall be deemed an assignment of Tenant's

interest in this Ground Lease subject to Landlord's consent pursuant to this Section I 4.1 (a). The

acceptance of Base Rent or any Additional Rent by Landlord following any assignment or

sublease prohibited by this Section 14(a) shall be deemed to be only an acceptance of Base Rent

or Additional Rent from Tenant and shall not be deemed to be a consent by Landlord to any such

assignment or sublease nor shall acceptance thereof be deemed to be a waiver of any existing

default or any right or remedy of Landlord hereunder.

. (b) There shall be no merger of this Ground Lease or any interest in

this Ground Lease nor of the leasehold estate created by this Ground Lease with the fee estate in

the Ground Lease Parcel, by reason of the fact that this Ground Lease or such interest in this

Ground Lease or such leasehold estate may be directly or indirectly held by or for the account of

any person who shall hold the fee estate in the Ground Lease Parcel, or any interest in such fee

estate, nor shall there be such a merger by reason of the fact that all or any part of the leasehold

estate created by this Ground Lease may be conveyed or mortgaged in a' Mortgage to a

Mortgagee who shall hold the fee estate in the Ground Lease Parcel or any intetest of the

Landlord under this Ground Lease.

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ARTICLE 15 MORTGAGE

15.1 . Mortgage. "Mortgage," as the tenn is used in this Ground Lease, shall mean and

include any mortgage, deed of trust and/or assignment ofleases encumbering Tenant's leasehold

estate under this Ground Lease made as security for indebtedness of Tenant. Under no

circumstances shall any Mortgage encumber Landlord's fee interest or reversionary interest in

either the Ground Lease Parcel or the Improvements and the terms of any such Mortgage shall

expressly state that the fee interest in the Ground Lease Parcel is not encumbered thereby.·

15.2 Tenant's Right to Mortgage. Tenant shall have and is hereby given the right to

mortgage (including any renewal, modification, extension or refinancing) the leasehold estate,

and omy the leasehold estate, created under this Ground Lease and Tenant's interest in the

Improvements; provided, however, (i) no such Mortgage shall release or discharge Tenant from

any of its duties and obligations hereunder; (ii) the mortgagee is an Institutional Lender; (iii) the

Mortgage shall secure only indebtedness incurred in connection with the construction of

Improvements or the operation of the Premises; (iv) at the time of making the Mortgage, there

shall be no outstanding uncured Event of Defanlt by Tenant; and (v) any Mortgage shall by its

terms be made expressly subject and subordinate to this Ground LeaSe and all of Landlord's

rights hereunder. "Institutional Lender" shall mean a commercial bank, trust company, savings

bank, savings and loan association, insurance company, pension trust, pension plan or pension

fund or any other corporation or organization subject to supervision and regulation by the

insurance or banking departments ofthe State or the United States Treasury, and having a net

worth of not less than $100,000,000 or assets of not less than $1,000,000,000.

15.3 Enforcement of Mortgage. Solong as any such mortgagee of Tenant (the

"Mortgagee") shall have cured or commenced to cure any default of Ten ant existing hereunder

as provided in Section 15.5, the Mortgagee or its .assigns may enforce its Mortgage and acquire

the leasehold estate thereby mortgaged in any lawful way and may take possession of and rent

the Ground Lease Parcel subject to the terms of this Ground Lease, and upon foreclosure of such

Mortgage may sell and assign said leasehold estate or sublet the Ground Lease Parcel either in

whole or in part to any person. The Mortgagee or such person or corporation acqniring the

leasehold estate in connection with the extinguishment of the indebtedness thereby secured or

through foreclosure sale, judicial or otherwise, shall be subject to the obligations imposed on .

Tenant by this Ground Lease, but only with respect to such period of time that such person holds

Tenant's leasehold estate under this Ground Lease .

. 15.4 Landlord's Right to Cure Default by Tenant. Tenant shall obtain from each

Mortgagee an agreement to provide Landlord notice of any default by Tenant and the right

(though not the obligation and with no obligation to do so), within reasonable time limits, to cure

any defanlt by Tenant under the terms of the loan documents secured by a Mortgage

encumbering the Tenant's leasehold interest in the Ground Lease Parcel. Upon Landlord's

. written request, Tenant shall provide to Landlord copies of any Mortgage.

15.5 Mortgagee's Protective Provisions. IfTen·ant encumbers its leasehold estate

with a Mortgage as contemplated by this Article 15, then Tenant or the Mortgagee shall notify

Landlord thereof, providing with such notice the name and mailing address of the Mortgagee in

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question, and Landlord shall, upon request, acknowledge receipt of such notice, and for so long

as the Mortgage in question remains in effect the following shall apply:

(a) Landlord shall give to the Mortgagee a duplicate copy of any and

all notices which Landlord gives to Tenant regarding default hereunder.

(b) If an Event of Default should occur hereunder:

(i) Landlord will deliver to the Mortgagee a copy of each

notice of Ten ant's default under this Ground Lease if Landlord intends that such default is to

serve as the basis for an Event of Default. Landlord shall not terminate this Ground Lease or

"Tenant's right to possession hereunder until a notice specifying the Event of Default has been

received by the Mortgagee and the Mortgagee has failed to cure the Event of Default within the

. time periods herein provided. Any payments made and other things done by the Mortgagee to

cure the Event of Default shall be fully effective to prevent termination of this Ground Lease or

termination of Tenant's right to possession as if done by Tenant The time period for cure is

sixty (60) days after the Mortgagee's receipt of notice of the Event of Default; provided,

however, that if a non-monetary Event of Default can be cured but by its nature cannot

reasonably be cured within such sixty (60) day time period, and if the Mortgagee has

commenced curing such Event of Default within such time period and thereafter diligently

pursues such cure to completion, such sixty (60) day cure period shall be extended for the period

of time reasonably necessary for the Mortgagee to cure such Event of Default. The Mortgagee

has the option, but not the obligation, to cure any such Event of Default, and after commencing

the cure of any such Event of Default may cease further actions to so cure.

. (ii) If the Event of Default is a non monetary default that the

Mortgagee cannot reasonably cure without being in possession of the Ground Lease Parcel or the

Improvements, then for so long as the Mortgagee is diligently and with continuity attempting to

secure possession of the Ground Lease Parcel (whether by foreclosure or otherwise), provided .

the Mortgagee cures any monetary default as well as any other material defaults that are

reasonably susceptible of then being cured by the Mortgagee, Landlord shall allow the

Mortgagee such time as may be reasonably necessary under the circumstances to obtain

possession of the Ground Lease Parcel in order to cure such Event of Default, and during such

time Landlord shall not terminate this Ground Lease or Tenant's right to posseSSion of the

Ground Lease Parcel. .

(iii) If an Event of Default specifiec,i in Sections 16.1(c), (d), (e),

or (f) occurs, such uncurable Event of Default shall not be effective as against Mortgagee, and

Landlord shall not terminate the Ground Lease if Mortgagee extinguishes the indebtedness

thereby secured or through foreclosure sale, judicial or otherwise.

( c) If this Ground Lease is terminated for any reason other than

expiration of the stated Term, then the Mortgagee shall have the right and option, exercisable by

delivering notice to Landlord not later than sixty (60) days after receipt from Landlord of written

notice of such termination (which notice Landlord agrees to give) to eleci to receive, in its own

name or in the name ofits nominee, a new lease of the Ground Lease Parcel for the unexpired

balance of the Term on the same terms and conditions as herein set forth, having the same

- 28 -PHBF/697692.9

priority as this Ground Lease, and Landlord agrees to execute such new lease provided such

Mortgagee shall remedy any then uncured Event of Default reasonably susceptible by its nature

of being remedied by such Mortgagee, including the payment of any amounts due hereunder.

(d) The execution and delivery of any Mortgage shall not be deemed

to constitute an assignment or transfer of this Lease nor shall the Mortgagee be deemed an

assignee or transferee of this Lease so as to require such holder to assume the performance of

any of the terms, covenants or conditions on the part of Ten ant to be perfonned under· this Lease,

\ffiless and until such Mortgagee obtains possession of the Ground Lease Parcel or the Mortgagee

assumes such obligation. No Mortgagee shall be or become liable to Landlord as an assignee of

this Ground Lease until such time as such Mortgagee (i) by foreclosure or other procedures, shall

either acquire the rights and interests of Ten ant under this Ground Lease or (ii) shall actually take

possession of the Ground Lease Parcel, and upon such Mortgagee's assigning such rights and

interests to another party or upon relinquishment of such possession, as the case may be, such

Mortgagee shall have no further such liability.

ARTICLE 16 DEFAULT

16.1 Events of Default. The occurrence of any one or more of the following events

shall 90nstitute an event of default (''Event ofDefault'1 under this Ground Lease:

(a) Failure to Pay Rent. A failure by Tenant to make (regardless of the

pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings, in

law or equity, or before any administrative tribunal which had or might have the effect of

preventing Tenant from complying with the provisions of this Ground Lease) any payment of

Rent which contiriues unremedied for a period of ten (10) business days after notice thereof is

given to Tenant by Landlord, or any payment of Additional Rent or other sum herein required to

be paid by Tenant which continues unremedied for a period often (10) business days after

written notice thereof is given to Tenant by Landlord, provided Landlord shall not be required to

give written notice of a monetary default more than two (2) times in any consecutive twelve (12)

month period.

(b) Failure to Observe Ground Lease Covenants. A failure by Tenant

to perform and observe, or a violation or breach of, any other provision in this Ground Lease.and

such default shall continue for a period of thirty (30) days after written notice thereof is giV611 by

Landlord to Tenant, or if such default is of a nature that it cannot be reasonably cured within

such period, such period shall be extended for such longer time as is reasonably necessary

provided that Tenant has commenced to cure such default within said period of thirty (30) days

and is diligently and in good faith proceeding with continuity to remedy such default and in fact

does continue to pursue the remedy until such default is cured.

(c) Bankruptcy or Debtor Relief. Tenant shall (i) voluntarily be

adjudicated a bankrupt or insolvent; (ii) consent to the appointment of a receiver or tnistee for

itself or for any of the Ground Lease Parcel or Improvements; (iii) file a petition in bankruptcy,

or a petition or answer seeking reorganization under the Federal Bankruptcy Code, or a petition

-29 -PHBF/697692.9

seeking relief under any other debtor reJieflaw; or (iv) file a general assignment for the benefit

of creditors.

(d) Court Order Remains In Effect. A COlh-t shall enter an order,

judgment, or decree (i) appointing, with or without the voluntary consent of Tenant, a receiver or

trustee for Tenant or for the Ground Lease Parcel or Improvements; or (ii) adjudicating Tenant

bankrupt or approving a petition filed against Tenant which seeks reorganization of Tenant under

the Federal Bankruptcy Code or seeks relief under any judgment or debtor relieflaw, and such

order, judgment, or decree shall refuain in force, undischarged or unstayed, ninety (90) days after

it is entered.

(e) Liquidation of Tenant. Tenant sliall in any insolvency proceedings

be liquidated or dissolved or shall voluntarily commence proceedings towards its liquidation or

dissolution.

(f) Tenant's Estate is Levied. The estate or interest of Tenant in the

Ground Lease Parcel or Improvement shall be levied upon or attached in any proceeding and

such estate or interest is about to be sold or transferred and such process shall not be vacated or

discharged within ninety (90) days after such levy or attachment.

(g) Vacates or Abandons. Tenant vacates or abandons the Premises,

subject to Articles 5 and 13 and Force Majeure Events.

(h) Assigns or Subleases. Tenant assigns or subleases the Premises or

any portion of the Premises, other than as permitted in this Ground Lease.

16.2 Remedies. If any Event of Default shall have occurred and be continuing,

Landlord Shall have the right at its option, subject to Article 15,to do anyone or more of the

following without demand upon or notice to Tenant.

(a) Landlord May Tenninate and Repossess. Landlord may give

Tenant notice of Landlord's intention to terminate this Ground Lease on a date specified in such

notice and re-enter the Ground Lease Parcel and the Improvements and take peaceful and

complete posseSSion. At the option of Landlord, upon the date therein specified, unless the

Event of Default for which tennination is effected has been cured by Tenant within the

applicable cure period, the Term and the estate hereby granted and all rights of Tenant hereunder

shall expire and terminate as if such date were the date hereinabove fixed for the expiration of

the Term. Tenant shall remaili.liable for all its obligations hereunder through the date

heremabove fixed fur the expiration of the then current Term, including its liability for Base Rent

and Additional Rent as provided herein. If Landlord repossesses the Ground Lease Parcel or the

Improvements, Landlord may, with process of law, remove all persons and all furniture, fixtures,

equipment and other personal property located on the Ground Lease Parcel or the Improvements

and owned or leased from third·parties by Tenant, without being liable in damages for these

actions.

(b) Tenant's Surrender. Landlord may, whether or not the Term of

this Ground Lease shall have been tenninated pursuant to subsection 16.2(a), give Tenant notice

to surrender the Ground Lease Parcel and· the Improvements to Landlord on a date specified in

- 30-PHBF/697692.9

.'

such notice, at which time Tenant shall surrender and deliver possession of the Ground Lease

. Parcel and the Improvements to Landlord unless the Event of Default for which the termination

is effected .has been cured within the applicable cure period. Upon or at any time after taking

possession of the Ground Lease Parcel, Landlord may remove any persons or property

therefrom; Landlord shall be under no liability for or by reason of any such entry, repossession

or removal. No such entry or repossession shall be construed as an election by Landlord to

terminate this Ground Lease unless Landlord gives a written notice of such intention to Tenant

pursuant to subsection 16.2(a).

(c) Reletting. After repossession of any of the Ground Lease Parcel or

the Improvements pursuant to subsection 16.2(b), whether or not this Ground Lease shall have

been terminated pursuant to subsection 16.2( a), Landlord may relet all or any part thereof to such

tenant or tenants fur such term or terms (which may be greater or less than the period which

would otherwise have constituted the balance of the Term) for such Base Rent and Additional

Rent, on such conditions (which may include concessions or free rent) and for such uses as

Landlord, in its discretion, may determine; and Landlord shall collect and receive any rents

payable by reason of such reletting. Rents received on such reletting shall be applied (i) first to

the aetna! expenses of such reletting and collection, including without limitation necessary

renovation and alterations of the Ground Lease Parcel or Improvements, actual and reasonable

attorneys fees and any actual and reasonable real estate commissions paid; and (ii) thereafter

toward payment of all sums due or to become due Landlord hereunder. Landlord's re-entry and

re-Ietting of the Ground Lease Parcel and the Improvements shall not preclude Landlord

subsequently terminating this Ground Lease as set forth above.

(d) CONFESSION OF JUDGMENT. SECTION 16.2(d)(i) BELOW

SETS FORTH A WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST

TENANT. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENTS

AGAINST TENANT, TENANT HEREBY KNOWINGLY, INTENTIONALLY,

VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT

HAS OR MAY HA VB TO PRIOR NOTICES AND AN OPPORTUNITY FOR HEARING

UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES

AND THE COMMONWEALTH OF PENNSYLVANIA.

(i) CONFESSION OF JUDGMENT FOR POSSESSION.

TENANT IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY

AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD, AFTER FIFTEEN

(15) DAYS PRIOR WRITTEN NOTICE TO TENANT BY LANDLORD OF ITS INTENT

TO EXERCISE TIDS CONFESSION OF JUDGMENT, TO APPEAR FOR AND

CONFESS JUDGMENT AGAINST TENANT FOR POSSESSION OF THE PREMISES,

WITHOUT STAY OF EXECUTION. TO TH1l: EXTENT PERMITTED BYLAW,

TENANT RELEASES ALL ERRORS IN SUCH PROCEEDINGS. IF A VERIFIED

COPY OF THIS LEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE

ORIGINAL LEASE. THE AUTHORITY AND POWER TO APPEAR FOR AND

CONFESS JUDGMENT AGAINST TENANT SHALL NOT BE EXIIAUSTED BY THE

INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY

EVENT OF DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED

DURING OR AFTER TliE EXPIRATION OF THE TERM AND/OR DURING OR

- 31 -PHBF/697692.9

AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. IF SUCH

PROCEEDING IS TERMINATED AND POSSESSION OF THE PREl.\fiSES REMAINS

IN OR IS RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT FOR

THE SAME EVENT OF DEFAULT AND UPON ~x SUBSEQUENT EVENT OR

EVENTS OF DEFAULT, OR UPON THE TERMINATION OF TIDS LEASE UNDER

ANY OF THE TERMS OF THIS LEASE, TO BRING ONE OR MORE FURTHER

ACTION OR ACTIONS TO RECOVER POSSESSION OF THE PREl.\fiSES AND

CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION OF THE PREl.\fiSES

AS HEREINABOVE PROVIDED. .

(ii) REVIEW WITH COUNSEL. TENANT HEREBY

REPRESENTS THAT IT HAS FULLY REVIEWED THE AFORESAID WARRANTS OF

ATTORNEY TO CONFESS JUDGMENTS WITH ITS OWN COUNSEL AND THAT IT

UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THESE WARRANTS

OF ATTORNEY TO CONFESS JUDGMENTS.

YMCA OF PHILADELPHIA & VICINITY

By: Prmt~N~a-m--e:-------------------

Title: ______________________ _

(e) Additional Rent Upon Default. Tenant agrees to pay Landlord, as

Additional Rent, promptly upon demand, all reasonable expenses incurred by Landlord in

obtaining possession of the Ground Lease Parcel or Improvements, including the reasonable fees

and expenses of attorneys. Tenant also agrees that included in Additional Rent shall be any

reasonable expenses incurred by Landlord in connection with any litigation or other action

instituted by it to enforce the obligations of Tenant under this Ground Lease.

(f) Tenant Still Liable For Rents. In the event of any expiration or

tennination of this Ground Lease or repossession of the Ground Lease Parcel or the

Improvements by reason of an Event of Default, Tenant shall pay to Landlord Base Rent,

Additional Rent, and all other sums required to be paid by Tenant to and including the date of

such expiration, temtination, or repossession. Thereafter, Tenant shall, until the end of what

would have been the then current Term in the absence of such expiration, termination or

repossession, and whether or not any of the Ground Lease Parcel or the Improvements shall have

been relet, be liable to Landlord for and shall pay to Landlord (i) all Base Rent and Additional

Rent which would be payable under this Ground Lease by Tenant, less (ii) the net proceeds, if

any, of any relettmg as described above, after deducting from such proceeds all of Landlord's

reasonable expenses in connection with such reietting (including repossession costs, brokerage

commissions, legal expenses, employees' expenses, costs of alteration, and all other costs

necessary to relet). Tenant shall remain liable for all sums aforesaid and Landlord may recover

such damages from Tenant and may initiate and maintain successive actions and legal

proceedings against Tenant for the recovery of same. Notwithstanding the furegoing, at any time

after termination of this Ground Lease by reason of an Event ofDefuult, Landlord shall have the

- 32-PHBF/697692.9

.I I

right to collect from Tenant, as agreed final and Jiquidated damages, an amount equal to (x) all

sums due from Tenant to Landlord hereunder through the date of Landlord's demand for such

liquidated damages plus (y) the discounted present value of the amount by which the Rent and

Additional Rent payable hereunder for the remainder of the stated Term exceeds the then fair

market rental value of the Ground Lease Parcel and Improvements for such period of time

discounted to present value (but never less than zero).

(g) All Other Remedies. Landlord may exercise any other right or

remedy now or hereafter existing by law or in equity. .

(h) Remedies Non-Exclusive and Cumulative. No right or remedy

conferred upon or reserved to Landlord in this Ground Lease is intended to be exclusive of any

other right or remedy. Each and every right and remedy shall be cmnulative and in .addition to

any other right or remedy contained in this Ground Lease. No delay or failure by Landlord to

enforce its rights under this Ground Lease shall be construed as a waiver, modification or

relinquishment thereof In addition to the other remedies provided in this Ground Lease,

Landlord shall be entitled, to the extent permitted by Law, to injunctive reliefin case of the

violation or attempted or threatened violation of any of the provisions of this Ground Lease, or to

specific performance of any of the provisions of this Ground Lease.

(i) Right to Cure Events of Default. If an Event of Default occurs as a

result of Ten ant's failure to pay any taxes, assessments or other charges, maintain required

insurance coverages, maintain and repair the Improvements or perform any other act required to

be made or performed under this Ground Lease, Landlord, without waiving or releasing any

obJigation or Event of Default, may (but shall be under no obligation to) make the payment or

perform the act for the account and at the expense of Tenant, subject, however, to Mortgagee's

rights set forth in Article 15 above. All sums so paid by Landlord, together with interest thereon

. at the Interest Rate shall constitute Additional Rent and shall be paid by Tenant to Landlord

within thirty (30) days after demand thereof by Landlord; provided, however, Tenant shall be

entitled promptly to any refund of any such taxes, assessments or other charges and penalties or

interest that have been paid by Landlord and for which Landlord has been fully reimbursed.

(j) Waiver ofRedernption. Tenant expressly waives all rights of

redemption granted by or under any present or future law in the event this Lease is terminated, or

in the event Landlord obtains possession of the Premises, or in the event Tenant is evicted or

dispossessed for any cause due to an Event of Default. .

(Ie) Injunction. In the event of breach or threatened breach by Tenant

of any provision of this Ground Lease, Landlord shall have the right of injunction in addition to

every other right or remedy granted in this Ground Lease or now or hereafter existing at law or in

equity or by statute. .

(I) Expenses. If Tenant defaults under this Ground Lease and

Landlord commences suit for possession of the Premises, or recovery of Rent or any other

amount due under this Ground Lease, or because ofthe breach of any other covenant of Tenant

under this Ground Lease, Tenant shall pay Landlord all reasonable expenses incurred in

- 33 -PHBFi 697692.9

connection with such suit, including reasonable attorneys' fees, unless Tenant is the ''prevailing

party" under any suit under Section 21. 7 of this Ground Lease.

(m) Mitigation. Landlord shall use commercially reasonable efforts to

mitigate its damages if there is an uncured Event of Default .

ARTICLE 17 ESTOPPEL CERTIFICATES

Within ten (10) days after request in writing by either party, the other party will furnish a written

statement in fonn and substance reasonably acceptable to such requesting party, duly

acknowledged, as to whether this Ground Lease is in full force and effect, the current Rents

payable hereunder and the dateS through which Rent has been paid, that there are no uncured

defaults hereunder by Landlord or Tenant, of which such party has knowledge if such is the case,

the Rent Commencement Date and expiration date, and such other matters as the requesting

party may reasonably request, and attach a complete copy of this Ground Lease and all

amendments thereto, if any; it being intended that such statement may be relied upon by any

prospective transferee of Ten ant's interest in this Ground Lease and the Improvements or any

'. Mortgagee or any assignee of Mortgagee.

ARTICLE 18

SURRENDER AND DELIVERY OF POSSESSION; HOLDING OVER

18.1 Delivery of Possession.

(a) At fue end ofthe tenn of this Ground Lease, whether by expiration,

tennination or otherwise, (i) Tenant shall peacefully surrender and deliver up to Landlord

possession of the Ground Lease Parcel together with the Improvements in good order, condition

and repair, ordinary wear and tear and damage by fire or other casualty excepted; (ii) all right,

title and interest of Tenant in and to the Improvements shall automatically cease and terminate;

and (iii) Tenant shall deliver the following to Landlord, to the extent in the possession or control

of Tenant: (a) executed counterparts of all subleases, occupancy, license and concession

agreements and copies of all Tenant files with respect to the subtenants or the occupants; (b)

executed counterparts' of any service and maintenance contracts then. affecting the Premises; ( c)

true and complete maintenance records for the Premises; (d) all original licenses and pennits

then pertaining to the Premises, including, without limitation, the then existing certificate of

occupancy for the Premises; (e) all warranties and guaranties then in effect which Tenant has

received in connection with any work or services perfonned or equipment installed in the

Premises, together with a duly executed assignment thereof to Landlord; and (t) such other

documents relating to the Premises as Landlord may request. Nothing herein contained shall be

or be.deemed to be a consent by Landlord to any sublease, occupancy, license, concession

agreement, service or maintenance contract for a tenn to expire later than the expiration or earlier

tennination of this Ground Lease.

- 34-PHBFI697692,9

(b) Personal Property. Tenant shall remove all of Ten ant's personal

property from the Premises at the expiration or earlier termination of the Term. Any personal

property belonging to Tenant which shall remain in the Premises after the expiration or earlier

termination of the Term shall be deemed to have been abandoned and either may be retained by

Landlord as Landlord's property or may be disposed of in such marmer as Landlord may see fit.

Any costs of removing and dispOsing of the personal property incurred by Landlord, shall be

paid by Tenant to Landlord as Additional Rent within ten (10) days after delivery of a statement

from Landlord "fur the amount due. If such personal property is sold by Landlord, Landlord may

receive and retain the proceeds of such sale as Landlord's property.

( c) Undetermined Charges. If there will be any Undetermined Charges

at the time of the expiration or earlier termination of the Term, Landlord may reasonably

estimate such Undetermined Charges and require that Tenant pay the same prior to the expiration

of the Term, subject to adjustment after the actna! amounts of the Undetermined Charges have

been determined. Any Undetermined Charges which are not billed by Landlord prior to the

expiration or earlier termination of the Term shall be billed following determination of the

amount due, and Tenant shall pay such Undetermined Charges within ten (10) days after delivery

of a statement from Landlord for the amount due. For purposes of this Ground Lease,

"Undetermined Charges" shall mean any item of Additional Rent (a) which is applicable to the

period prior to expiration or earlier termination of the Ground Lease but is not yet due and

payable at the time of the expiration or earlier termination ofthe Term, or, if applicable, the

Renewal Term(s) ot (b) the amount of which has not yet been finally determined as of the

expiration or earlier termination of the Term. For example, if the tax bills for the final tax year

of the Term have not been received prior to the expiration or earlier termination of the Term, the

taxes for the final tax year of the Term would be an Undetermined Charge. In the event that the

actual amounts of the Undetermined Charges are greater than the amount that Tenant has paid

therefor, Landlord shall pay the difference to Tenant within forty-five (45) days after the

Undetermined Charges have been determined.

18.2 Reversion ofImprovements. Upon the expiration or termination of this Ground

Lease for any reason, whether by expiration of the Term or otherwise, the title to the

Improvements shall forthwith vest in and be the sole property of Landlord, free of any right, title,

interest, clatm or demand of Ten ant, or of anyone clatming through or under Tenant. At

Landlord's request, Tenant shall confirm such reversion in writing. On or before the expiration

or termination of this Ground Lease, Tenant shall cause any Mortgages, liens or encumbrances

created by, through or under Tenant to be fully released and discharged. Tenant shall promptly

provide Landlord with copies of all documentation evidencing the release and discharge of the

same.

18.3 Holding Over. A holding over beyond the expiration of the term of this Ground

Lease, whether with the Landlord's written consent or without the Landlord's consent, shall

operate as an extension of this Ground Lease on "a month-to-month basis on the same terms and

conditions in effect immediately prior to the expiration, except that Rent shall be one h,undred

fifty percent (150%) ofthe then monthly Base Rent. If Tenant holds over with the written

consent of Landlord, then the extended term may be terminated either by Landlord or Tenant by

giving thirty (30) days written notice to the other. Nothing contained in this Section, however,

shall be construed as a consent by Landlord to any hold over by Tenant, and Landlord expressly

- 35-PHBF/697692.9

reserves the right to require Tenant to surrender possession of the Ground Lease Parcel to

Landlord upon expiration or other terrniuation of this Ground Lease, and the provisions of this

Section shall not be deemed to limit or constitute a waiver of any other rights or remedies of

Landlord provided herein or at law if Tenant holds over without Landlord's written consent.

ARTICLE 19

TRANSFER OF LANDLORD'S INTEREST AND LIMITATIONS ON RECOURSE

19.1 Transfer by Landlord. All references to the "Landlord" herein mean the owner

of the fee simple title to, or the fee mortgagee then in possession of, the Ground Lease Parcel so

that in the event of any sale or transfer of the fee title to the Ground Lease Parce~ the former

Landlord shall be entirely released and discharged from any and all further liability and

obligations of Landlord hereunder that accrue or are applicable to any period on or after the date

of such sale or transfer ofthe fee title to the Ground Lease Parcel. Landlord shall be entitled to

transfer and assign this Ground Lease or Landlord's interest in the Gro~nd Lease Parcel and the

Improvements (subject to this Ground Lease) without the consent of Tenant. From and after the

transfer by Landlord or such successive holder ofits interest in the Ground Lease Parcel, Tenant

shall look solely to the successor for the performance of Landlord's Obligations hereunder arising

thereafter.

19.2 Tenant's Remedies and Limitations on Recourse. Notwithstanding anything to

the contrary in this Ground Lease, it is specifically understood and agreed that there shall be

absolutely no personal recourse or liability fur monetary damages on the part of the Landlord, its

successors or assigns, with respect to any ofthe tenns, covenants lind conditions of this Ground

Lease in excess of the Landlord's equity in the Ground Lease Parcel and the rents, issues and

profits therefrom. Tenant agrees to look solely to the equity of Landlord in the Giound Lease

Parcel and the rents, issues and profits therefrom fur the covenants and conditions of this Ground

Lease to be performed by Landlord, and no other property of Landlord shall be subject to levy,

execution or other enforcement procedures fur the satisfaction of Ten ant's remedies. The

provisions of this Section are not intended to limit Tenant's right to seek injunctive relief,

declaratory judgments, specific perfurmance nor to limit Tenant's right to claim proceeds of

insurance or condemnation (if any) relating to the Ground Lease Parcel. Such agreement is a

primary consideration for the execution 0 f this Ground Lease by Landlord.

ARTICLE 20 NOTICE PROVISIONS

Any notice to be given or to be served upon either Landlord or Tenant in connection with this

Ground Lease shall be deemed to have been sufficiently given or served for all purposes by hand

deliVerY or by commercial overnight courier that guarantees next day delivery and provides a

receipt and addressed as follows:

- 36 -PHBF/69769A9

Landlord:

Township of Haverford

.2325 Darby Road Havertown, P A 19083 Attention: Township Manager

With copy to:

Township ofHaverfurd 2325 Darby Road Havertown, P A 19083 Attention: Township Solicitor

and

Drinker Biddle & Reath LLP

1000 Westlakes Drive, Suite 300

- Berwyn, PA 19312 Attention: David J. Brooman

Tenant:

YMCA of Philadelphia & Vicinity

2000 Market Street Suite 750

. Philadelphia, P A _ Attention: John F. Flynn, President & CEO

and

With copy to:

Saul Ewing LLP -3800 Centre Square West

1500 Market Street Philadelphia, PA 19102 Attention: Carl B. Everett

or to such addresses as the parties hereto may from time to time designate in writing to the other

party. Such notice or demand shall be deemed effective upon receipt (or refusal by the intended

recipient to accept deliv.ery).

- 37-PHBF/697692.9

ARTICLE 21 MISCELLANEOUS

21.1 Binding Effect. Subject to Section 19.1, the word "Landlord" as used in this

Ground Lease shall extend to and include each party comprising Landlord as well as any and all

persons who at any time or from time to time during the term of this Ground Lease shall succeed

to the interest and estate of Landlord in the Ground Lease Parcel and Improvements; provided

that Landlord and each successive holder of Land lord's interest in the premises shall be liable

only for obligations accruing during the period that it is the holder of such interest (except that

Landlord shall remain primarily liable in the event of a sublease of its interest in the GrOund

Lease Parcel). All of the covenants, agreements, conditions, and stipulations contained herein

shall inure to the benefit of and are binding upon Landlord and its successors, assigns, and

grantees, and each of them who at any time or from time to time during the term of this Ground

Lease shall succeed to the interest and estate of Landlord in the Ground Lease Parcel hereby

demised. The word "Tenant" as used in this Ground Lease shall extend to and include each party

comprising Tenant as well as any and all persons who at any time or from time to time during the

term of this Ground Lease shall succeed to the interest and estate of Tenant in the Ground Lease

Parcel and Improvements. All of the covenants, agreements, conditions, and stipulations

contained herein shall inure to the benefit of and are binding upon Tenant and its successors,

assigns, and grantees, and each of them who at any time or from time to time during the term of

this Ground Lease shall succeed to the interest and estate of Ten ant in the Ground Lease Parcel

hereby demised.

21.2 Modification. The terms and conditions of this Ground Lease shall not be

altered, waived, modified or changed except by a written instrwnent, duly executed by the

parties hereto.

21.3 Non-Waiver, Remedies Cumulative. Failure of either party to complain of any

act or omission on the part of the other party, no matter how long the same may continue, shall

not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either

party of any breach of any provision of this Ground Lease shall be deemed a waiver of a breach

of any other provision of this Ground Lease or a consent to any subsequent breach of the same or

any other provision. If any action by either party shall require the consent or approval of the

other party, the other party's consent to or approval of such action on anyone occasion shall not

be deemed a ccnsent to or approval of said action on any subsequent occasion or consent to or

approval of any other action on the same or any subsequent occasion. Any and all rights and

remedies which either party may have under this Ground Lease or by operation oflaw, either at

law or in equity upon any breach, shall be distinct, separate and cumulative and shall not be

deemed inconsistent with each other; and no one of them, whether exercised by said party or not,

shall be deemed to be in exclusion of any other, and any two or more or all of such rights and

remedies may be exercised at the same time.

21.4 Covenants Running With Land. All of the terms, covenants, conditions and

provisions of this Ground Lease shall be construed as covenants running with the land, and all

rights given to and obligations imposed upon the respective parties shall be construed as inuring

to and binding upon the successors in interest and assigns of the parties hereto, respectively.

- 38 -PHBF/697692.9

21.5 Memorandum of Lease. Landlord and Tenant each agree at any time at the

request of the other, promptly to execute duplicate originals of an instrument in recordable form,

which will constitute a memorandum oflease, setting forth a description of the Ground Lease

Parcel, the tenn of this Ground Lease and any other portions thereof (excepting the Rent

. provisions) as either party may request, in the form attached hereto as Exhibit "E" .and made a

part hereof by this reference.

21.6 Counterparts. Thls Ground Lease may be executed in any number of

cOunterparts, each of which shall be an original, but all of which together shaU constitute one and

the same instrument

21.7 Enforcement; Prevailing Party Entitled to Costs. If any party defaults under

this Ground Lease, the prevailing party shall be entitled to recover all rea~onable fees and costs

incurred in pursuing its remedies under this Ground Lease; including but not limited to

reasonable arbitration fees, attorneys' fees, court costs, and expert witness fees, all in addition to

any other remedies or damages to which the non-defaulting party may be entitled. The term

"prevailing party," as used herein, shall include without limitation, a party who obtains legal

counsel and brings action against the other party by reason of the other party's breach or defuult

and obtains substantially the relief sought, whether by compromise, settlement, or judgment after

all rights of appeal have expired or been exhausted.

21.8 Interest. Any amount due hereunder and not paid before becoming delinquent

shall bear interest from the due date until paid at the Interest Rate. Payment of such interest shall

not excuse or cure any defuult under this Ground Lease. Accroed interest on any past due sums

shall be paid at the time such sums are paid or, if not so paid, within thirty (30) days after

demand by the party due such interest.

21.9 Governing Law and Venue. Thls Ground Lease and aU terms hereunder shall be

construed in accordance with the laws of the Commonwealth of Pennsylvania. Any dispute

resulting in litigation hereunder shall be resolved in court prOt;eedings instituted in the

Commonwealth of Pennsylvania and in no other jurisdiction or venue. In case of any

controversy or dispute in the interpretation of this Ground Lease, both parties agree and accept to

be subjected to the jurisdiction of the courts sitting in the county where the Ground Lease Parcel

is located, forsaking any other jurisdiction which either party may claim by virtue of its

resideucy or for any other reason.

21.1 0 Severability. If any tenn, covenant or condition of this Ground Lease or the

application thereof to any person or circumstances shall, to any extc:mt, be invalid or

unenforceable, the remainder of this Ground Lease or the application of such term, covenant or

condition to persons and circUmstances other than those to which it has been held invalid or

unenforceable, shall not be affected thereby, and each term, covenant and condition of this

Ground Lease shall be valid and shall be enforced to the follest extent permitted by law.

21.11 Entire Agreement. This Ground Lease embodies the entire agreement between

Landlord and Tenant relating to the subject matter hereof, and supersedes all prior agreements

and understandings with respect thereto.

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21.12 Business Day. Should any due date hereunder fallon a Saturday, Sunday or legal

holiday, then such date shal1 be deemed timely if giveu on the first business day fol1owing such

Saturday, Sunday or legal holiday.

21.13 Waiver of Jury Trial. Each party hereto irrevocably waives any and an rights it

may have to demand a trial by jury for any action, proceeding or counterclaim arising out of or in

any way related to this Ground Lease or the relationship of the parties. This waiver extends to

any and all rights to demand a trial by jury arising from any source, including but not limited to,

the Constitution of the United States, the Constitution of any state, common law or any

applicable statute or regulation. Each party hereby acknowledges that it is knowingiy and

voluntarily waiving the right to 'demand trial by jury.

21.14 No Commissions. Landlord and Tenant represeut and warrant to the other that

neither has engaged, nor employed, nor dealt with any broker in connection with this Ground

Lease.

21.15 Time of the Essence. The parties shall conduct themselves in a manner

consistent with the fact that time is of the essence.

21.16 Survival of Obligations. All obligations hereunder not fully performed as of the

expiration Of earlier termination ofthe Term shall survive the expiration or earlier termination of

the Term, including without limitation, all indemnities and obligations forpaymeut of Base Rent,

Additional Rent and other expenses and charges required to be paid hereunder by Tenant for the

period prior to expiration or earlier termination of the Term of this Ground Lease.

21.17 AuthOrity. Landlord and Tenant each represent and warrant to the other that, the

persons signing this Ground Lease on behalf of the representing party have been duly authorized

to execute and ,deliver this Ground Lease on its behalf.

21.18 Recitals. The recitals set forth at the beginning of this Ground Lease are true and

correct and are incorporated herein by this reference.

ARTICLE 22

RIGHT OF FIRST OFFER

22.1 Subject to subsection 22.1( d), Tenant shaIl have a right of first offer to purchase

Landlord's interest in the Improvements, this Ground Lease, and the Ground Lease Parcel

("Landlord's Interest"), if Landlord, or its successor, assignee, or transferee, elects to transfer the

same to any party other than a parent, subsidiary, affiliate of any of them.

(a) Notice of Right of First Offer. If Landlord desires to transfer its

interest, Landlord shall give written notice (the "Landlord's Right of First Offer Notice") to

Tenant. The Landlord's Right of First Offer Notice shall state Landlord's desire to make such

transfer, the consideration Landlord requires to be paid (the ''Landlord's Purchase Price") for

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Landlord's Interest, and any other material terms and conditions with respect to the proposed

transfer. .

(b) Election. Counting from llje day it receives the Landlord's Right

of First Offer Notice, Tenant shall have the irrevocable and exclusive option for a period of sixty

(60) days (the "Tenant's ROFO Exclusivity Period") to elect to purchase Landlord's Interest for

the Landlord's Purchase Price and on the offered terms by giving written notice of such election

(the "Tenant's ROFO Election Notice',) to Landlord. In the event Tenant gives the Tenant's

ROFO ElectionNotice on or prior to the expiration of the Tenant's ROFO Exclusivity Period,

. Tenant shall be obligated to purchase, and Landlord shall be obligated to sell, Landlord's Interest

for the Landlord's Purchase Price and on the offered terms. .

(c) Disposition. In the event Tenant does not timely exercise its right

under the above section, Landlord may effect a transfer of Landlord's Interest to any party

(subject to other provisions of this Ground Lease) on any terms Landlord desires, provided that

(i) a contract setting forth the terms of any proposed transfer is entered into and settlement

completed within twelve (12) months following the date of the Landlord's Right of First Offer

Notice; and (ii) the purchase price to be paid by the transferee for Landlord's Interest is not less

than ninety-five percent (95%) ofthe Landlord's Purchase Price. Lsndlord may not, without

giving Tenant written notice of its intent to do so, enter into a new contract more than twelve

(12) months after the date of the Landlord's Right of First Offer Notice for the purpose of

effectuating a transfer or at a purchase price less than ninety-five percent (95%) of Landlord's

Purchase Price without again first offering to Tenant the right to purchase Landlord's Interest

pursuant to this Article 22.

(d) . Limitations on the Right of First Offer. This Section shall not

apply to a transfer of Landlord's Interest to any parent, subsidiary, affiliate of Tenant or to a

foreclosure sale, or a transfer by deed or assignment in lieu of foreclosure to a mortgagee or its

nominee, and shall not apply to said mortgagee or nominee as·a seller after foreclosure if it shall

be the purchaser at the foreclosure sale, or after a deed or assignment in lieu of foreclosure. In

the event Tenant does not timely exercise its Right of First Offer, and thereafter Landlord enters

into a contract to sell its interest within twelve (12) months of the date of Landlord's Right of

First Offer Notice at a purchase price equal to or greater than ninety-five percent (95%) ofthe

Landlord's Purchase Price and thereafter Landlord sells its interest pursuant to said contract, the

Right of First Offer provided to Tenant above shall be reinstated and be applicable to the new

owner of the Landlord's Interest.

ARTICLE 23 DEVELOPMENT RESTRICTION

Landlord covenants and agrees that Landlord shall not build a swimming pool(s) in

connection with its development of Haverford Reserve, furmerly !mown as the Haverford State

Hospital site, located in Delaware County, Pennsylvania ("Haverford Reserve") for the first ten

{lO) years of the Term commencing on the Effective Date (the "Restriction Period"). In the

event that Landlord builds, or attempts to build, a swimming pool at Haverford Reserve during

the Restriction Period, Tenant shall be. entitled to exercise its rights and remedies hereunder in

addition to any remedies available at law and equity, including but not limited to injunctive

- 41 -PHBF/697692.9

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relief; declaratory judgments, and specific perfonnance. The foregoing restriction shall be null

and void if at any time during the Term Tenant fails to operate a community recreation center on

the Ground Lease Parcel.

. (Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have set their hand and sealed the day and year

first above written.

. ~ ~# Wltness: ~-' ~e: Lawrence G~ Title: Township Manager

PHBF/697692.9·

LANDLORD:

TOWNSIllP OF HAVERFORD

BY:~~

By:

Name: WilliamF. Wechsler Title: Chairman

TENANT:

YMCA OF PHILADELPHIA & VICINITY

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Schedule 1.4 Exhibit A ExhibitB Exhibit C ExhibitD Exhibit E

EHBF/697692.9

SCHEDULES AND EXHIBITS

Defined Terms Description of Ground Lease Parcel

Description ofPECO Land

Permitted Encumbrances Preliminary Plans and Specifications

Memorandum of Ground Lease

SCHEDULE 1.4

DEFINED TERMS

. As used in the Ground Lease, each of the following terms shalJ have the indicated meanings;

"Additional Rent" has the meaning set forth in Section 3):1 ..

"Affiliate" shall mean any entity which, directly or indirectly, through one or more

intermediaries, controls, is controlled by or is under common control with Landlord or Tenant, as

applicable.

"Approvals" has the meaning set forth in Section 4.4.

"Base Rent" has the meaning set forth in Section 3.1(b).

"Building" has themeanirig set forth in Section 4.3(a).

"Construction Commencement Deadline" has the meaning set forth in Section 4.3( d) ..

"Construction Documents" has the meaning set forth in Section 4.3(g).

"DCCD Approval" has the meaning set forth in Section 4.4.

"DEP" has the meaning set fbrth in Section 4.4.

"DEPApproval" has the meaning set forth in Section 4.4.

"DEP Approvals" has the meaning set fbrth in Section 4.4.

"Development Approvals" has the meaning set forth in Section 4.4.

PHBF/6976929

"Effective Date" has the meaning set forth in the first paragraph of this Ground Lease.

"Environmental Requirements" has the meaning set forth in Section 8.2(a).

"Event of Default" has the meaning set forth in Section 16.1.

''Excess Costs" has the meaning set furth in Section 4.3(h).

"Final Land Development Plans" has the meaning set forth in Section 4.3(c).

"First Renewal Term" has the meaning set forth in Section 2.2.

"Force Majeure Event" means an event or circumstance beyond the control of a party including,

without limitation, strike, lockout, action oflabor unions, riots, storm, flood, explosion, acts of

God or of the public enemy, war and unusually severe weather.

"Governmental Authority" has the meaning set forth in Section 4.4.

"Ground Lease" has the meaning set forth in the first paragraph of this Ground Lease.

"Ground Lease Parcel" has the meaning set furth in the Recitals.

"Haverford Reserve" has the meaning set forth in Article 23.

"Hazardous Materials" has the meaning set forth in Section 8.2(a).

"HOP Permit" has the meaning set forth in Section 4.4.

"Improvements" means any buildings, structures or additions hereafter constructed on the

Ground Lease Parcel (including the Initiallniprovements), and any repairs, replacements or

alteration of the foregoing.

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"Initial Improvements" has the meaning set forth in the Recitals and Section 4.3.

"Indemnified Landlord Parties" has the meaning set forth in Section 12.1.

"Indemnified Tenant Parties" has the meaning set forth in Section 12.3 ..

"Institntional Lender" has the meaning set forth in Section 15.2.

"Interest Rate" means an annual rate of interest equal to the lesser of (i) two percent (2%) above

the "prime rate" as reported from time to time in the Money Rates column of the Wall Street

Journal, or (ii) the maximum non-usurious rate of interest then permitted by applicable law.

"Landlord" has the meaning set forth in the Preamble.

"Landlord's Interest" has the meaning set forth in Section 22.1.

"Landlord Parties" has the meaning set forth in Section 8.2(e).

"Landlord's Purchase Price" has the meaning set forth in Section 22.1 (a).

"Landlord's Right of First Offer Notice" has the meaning set forth in Section 22.1 (a).

"Lease Commencement Date" has the meaning set forth in Section 2.1(a).

"Lease Year" has the meaning set forth in Section 3. lea)

"Legal Requirements" has the meaning set forth in Section 8.1.

"Material Alteration" has the meaning set forth in Section 5.2(a).

"Mortgage" has the meaning set forth in Section 15.1.

-3-PHBF/697692.9

"Mortgagee" has the meaning set forth in Section 15.3.

''Non-Disturbance Agreement" has the meaning set forth in Section 6.2(c). '.

"Occupant" has the meaning set forth in Section 8.2(b).

"Off-Site hnprovements" has the meaning set forth in Section 4.3 (h).

"Partial Condemnation" has the meaning set forth in Section 13 .1 (b).

''PEeo Land" has the meaning set forth in the Recitals.

''Pennitted Construction Delays" has the meaning set forth in Section 4.3(d).

! . "Pennitted Encumbrances" has the meaning set forth in Section 4.2.

"Preliminary Land Development Plans" has the meaning set forth in Section 4.3(b).

"Preliminary Plans and Specifications" has the meaning set forth in Section 4.3(a).

"Premises" has the meaning set forth in Section 1.1. ·1

"Qualified Investments" has the meaning set forth in Section 3.3.

"Renewal Term" has the meaning set forth in Section 2.2.

"Renewal Tenus" has the meaning set forth in Section 2.2.

''Rent'' has the meaning set forth in Section 3.4.

-4-PHBF1697692.9

"Rent Commencement Date" has the meaning set forth in Section 3.l(b).

"Restriction Period" has the meaning set forth in Article 23.

"Second Renewal Term" has the meaning set forth in Section 2.2.

''Security Deposit" has the meaning set forth in Section 3.10.

"Substantial Completion" has the meaning set forth in Section 4.3(e).

"Tenant" has the meaning set forth in the Preamble.

"Tenant Contamination" has the meaning set forth in Section 8.2(c).

''Tenant's ROFO Election Notice" has the meaning set forth in Section 22.1 (b).

"Tenant's ROFO Exclusivity Period" has the meaning set forth in Section 22.1 (b) .

.• . ''Tenn'' has the meaning set forth in Section 2.1 (a).

"Undetennined Charges" has the meaning set forth in Section 18.1(c).

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EXHIBIT "A"

LEGAL DESCRIPTION OF GROUND LEASE PARCEL

PREMISES "A" ALL THAT CERTAIN lot or piece of ground with the buildings and improvements thereon

erected, SITUATE in the Township of Haverford, Delaware County, Pennsylvania, as follows:

BEGINNING at a point in the title line of Eagle Road in said Township at the distance of two

hundred and twenty-six and nine-tenths feet North along a course fifty-one degrees, twenty-three

minutes, forty seconds East from a bolt marldng the intersection of said title line with the title line of

Lawrence Road; thence continuing along said title line of Eagle Road North fifty-one degrees,

twenty-three minutes, forty seconds East three hundred and twenty-five feet to a point in the

Southerly Right of Way line of the Philadelphia and Delaware County Railroad; thence along the

latter on the arc of a circle corving to the right with a radius of one thousand eight hundred eighty and

eight one-hundredths feet the arc distance of five hundred thirty-five and sixty-eight one-hundredths

feet to an iron pin, the chord of said arc bearing South fifty-nine degrees, seven minutes, twenty

seconds East five hundred thirty-three and eighty-nine one-hundredths feet; thence from said iron

pin South fifty-one degrees, twenty-three minutes, forty seconds West two hundred forty and one­

tenth feet to an iron pin; thence North forty-eight degrees, forty-three minutes, twenty seconds West

one hundred fifty-three and one one-hundredth feet to a stake; thence South fifty-one degrees, twenty­

three minutes, forty seconds West one hundred sixty-two and sixty-five one-hundredths feet to an

iron pin; thence North seventy-one degrees, fifty-eight minutes, fifty-eight seconds West one

hundred forty-nine and sixty-nine one-hundredths feet to a pipe;' thence North thirty-eight degrees,

thirty-six minutes, twenty seconds West two hundred twenty-five feet to the first mentioned point and

place of beginning.

BEING FOLIO #22-01-00335-00 -- MAP #22-25-118-004.

PREMISES fiB" ALL THAT CERTAIN lot or piece of ground, SITUATE in the Township of Haverford, County

of Delaware and State of Pennsylvania bounded and described in accordance with a survey thereof

dated September 4, 1958, prepared by G. D. Houtman & Sons, Civil Engineers and Surveyors,

Media, Pennsylvania, recorded in the Office for the Recording of Deeds for Delaware County on

September 23, 1958, in Plan Book II, page 30, as follows:

BEGINNING at a point on the Southeasterly side of Eagle Road (fifty feet wide), which point is

measured the three following courses and distances from a point of reverse curve on the

Northeasterly side of Lawrence Road (fifty feet wide): (I) extending from said point of reverse curve

on a line curving to the right having a radius of twenty-five feet the arc distance offorty-two and

ninety-seven one hundredths feet to a point of compound curve; (2) on a line curving to the right

having a radius of four hundred ninety and forty-nine one-hundredths feet the arc distance of

ninety-seven and fifty-seven one hundredths feet to a point of tangent; and (3) North fifty-one

degrees, twenty-three minutes, forty seconds East thirty-two and seventy-five one-hundredths feet to

the point and place of beginning; thence from said beginning point and along the said Southeasterly

PHBF1697692.9

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side of Eagle Road North fifty-one degrees, twenty-three minutes, forty seconds East twenty-five

feet to a point; thence South thirty-eight degrees, thirty-six minutes, twenty seconds East two

hundred feet to a point; thence extending South seventy-one degrees, fifty-eight minutes, fifty-eight

seconds East one hundred forty-nine and sixty-nine one-hundredths feet to a point; thence extendLfJ.g

South fifty-one degrees, twenty-three minutes, forty seconds West one hundred seven and thirty-five

one-hundredths feet to a point; and thence extending North thirty-eight degrees, thirty-six minutes,

twenty seconds West three hundred twenty-five feet to the first mentioned point and place of

beginning.

BEING FOLIO #22-01-00334-00 - MAP #22-2s:.132-00o.

PREMISES "C" ALL THAT CERTAIN lot or parcel of ground, SITUATE in the Township of Haverford,

County of Delaware, Commonwealth of Pennsylvania as shown on that certain ''Plan of Proposed

Development for Mirabile Electric" prepared by Herbert E. MacCombie Jr., P.E. Consulting

Engineer and Surveyor, Broomall, Pa., dated November 10, 1986 and fast revised September 9, 1987

and being more specifically described as follows to wit:

BEGINNING at a point in the centerline of Eagle Road as laid out fifty (50) feet wide, said point

being measured North 51 degrees 23 minutes 40 seconds East a distanceof551.90 feet more or less

from the title line of Lawrence Road; thence extending from said point and place of beginning

along the said centerline of Eagle Road North 51 degrees 23 minutes 40 seconds East a distance of

68.07 feet to a point; thence extending from said point and leaving the said centerline of Eagle Road

along a line of the lands of the now or late Philadelphia Electric Company and the Southerly right of

way line of a forty (40) feet wide Paper Street on the are of a circle curving to the right in a

Southeasterly direction having a radius of 1940.08 feet the arc distance of 520.65 feet to a point;

thence extending from said point along the arc of a circle curving to the right in a Southeasterly

direction having a radius of 1906.12 feet, the arc distance of 609.79 feet to a point of tangency;

thence extending from said point of tangency South 32 degrees 47 minutes East a distance of

352.00 feet to a point in a line of the lands of the now or late David Ross; thence extending from

said point along a line of the lands of Ross South 65 degrees West a distance of 60.56 feet to a

point; thence extending from said point and leaving a line oflands of Ross North 32 degrees 47

minutes West a distance of343.80 feet to a point of curvature; thence extending from said point of

curvature along the arc of a circle curving to the left in a Northwesterly direction having a radius of

1846.12 feet the arc distance of 590.69 feet to a point; thence extending from said point along a line of

the lands of the now or late Delaware County Industrial Development Authority on the arc of a

circle curving to the left in a Northwesterly direction having a radius of 1880.08 feet, the arc distance

of 536.29 feet to a point in the centerline of Eagle Road being the first mentioned point and place of .

beginning.

CONTAINING 2.034 Acres of land more or less.

BEING FOLIO #22-03-00958-50-- MAP #22-26-116-006.

- 2 -PHBF/697692.9

EXHIBIT "B"

DESCRIPTION OF PECO LAND

ALL THAT CERTAIN lot or piece of ground sitoate at "Oakmont" in the Township of Haverford, County of Delaware, and Commonwealth of Pennsylvania, described in accordance with a Plan and Survey made thereof by G. D. Houtman, Civil Engineer, Media, PA, dated October 23,1951 as follows:

BEGINNING at a stake on tJie Northwesterly side of Ralston Avenue (45' wide) at the distance of One hundred twenty-five feet (125') measured South Fifty-two degrees Fifteen minutes West (S. 52° 15' W.) from the intersection ofthe said side of Ralston Avenue with the Southwesterly side of Belvedere Avenue (50' wide); extending thence from said point of beginning along the said Northwest side of Ralston Avenue, South Fifty-two, degrees Fifteen minutes West (S. 52° 15' W.) Two hundred four feet and fourteen one-hundredths of a foot (204.14') to a stake on the point of curve of the Northeasterly right of way line of The Philadelphia and Newtown Branch of the Pennsylvania Railroad; thence along said right of way line of the said railroad on a line curving to

. the left with a radius of Nine hundred feet and eight one-huodredths of a foot (900.08') an arc distance of Four huodred twelve feet and eleven one-hundredths of a foot (412.11') to a point in the middle line of Eagle Road (50' wide); thence along the middle line of Eagle Road, North Forty-nine degrees, Twelve minutes East (N. 496 12' E.) Three huodred eighty-five feet and seventy­four one-huodredths of a foot (385.74? to a point and thence by ground of David F. Johnson et al South Thirty-seven degrees Forty-five minutes East (S. 37° 45' E.) Three huodred eighty-six feet and seven-tenths of a foot (386.7') to the first mentioned point and place of beginning.

. PHBF/697692.9

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-7-

'This instrument prepared by:

Lisa Sher, Esq. Drinker Biddle & Reath LLP 1000 Westlakes Drive Suite 300 Berwyn, PA 19312

Tax Parcel #

EXHIBIT "E"

MEMORANDUM OF GROUND LEASE

THIS MEMORANDUM OF GROUND LEASE is executed by and between TOWNSHIP OF HAVERFORD, a Township of the first class ("Landlord") and YMCA OF PHILADELPHIA & VICINITY, a Pennsylvania non-profit corporation ("Tenant").

A. Landlord is the owner in fee simple of certain real property located in Delaware County, Pennsylvania, more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Ground Lease Parcel"). .

B. Landlord and Tenant have entered into that certain Ground Lease (the "Ground Lease"), with an effective date of ,2010 (the "Effective Date"), pursuant to which Tenant has leased the Ground Lease Parcel from Landlord.

NOW, THEREFORE, for and in consideration of the Ground Lease Parcel, the Landlord and Tenant do hereby agree and give notice as follows:

1. The Landlord has leased the Ground Lease Parcel to the Tenant for a term commencing on the Lease Commencement Date, and expiring at 11 :59 p.m. on the day innnediately preceding the twenty"fifth (25th

) anniversary of the Rent Commencement Date (as defined in the Ground Lease), if the Rent Commencement Date is the first day of the month, or (b) the last day of the month in which the twenty-fifth (25th

) anniversary of the Rent Commencement Date occurs, if the Rent Commencement Date is any day other than the first day of a calendar month.

2. Subject to the terms' of the Ground Lease, the Ground Lease grants Tenant the right to extend the term of the Lease for two (2) consecutive renewal periods often (10) years and fifteen (15) years each.

PHBF/697692.9

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3. The interest of Landlord in and to the Ground Lease Parcel is not subject to liens created by the Tenant and Tenant shall have no power or authority to create any lien or pennit any lien to attach to Landlord's interest in the Ground Lease Parcel. All contractors, . subcontractors, material suppliers and other persons contracting with Tenant with respect to the Ground Lease Parcel, or any other party who may claim any lien against the Ground Lease Parcel are hereby charged with notice that they shall look solely to Tenant's interest in the Ground Lease Parcel to secure payment of any amounts due for work done or material furnished to the Ground Lease Parcel or any portion thereof.

4. Subject to the terms of the Ground Lease, Tenant has the right to mortgage Tenant's leasehold interest in the Ground Lease Parcel, provided that in no event shall any mortgage, lien or other encumbrance upon Tenant's interest in the Ground Lease Parcel or any portion thereof extend to or encumber the fee simple title or the reversionary interest or estate of Landlord in and to the Ground Lease Parcel or the improvements located thereon.

5. All capitalized terms not otherwise defined in this Memorandum of Lease shall have the meaning ascribed thereto in the Ground Lease.

(Signature Pages Follow)

-2-PHBF/697692.9 .

,.,

COMMONWEALTH OF PENNSYLVANIA: )

COUNTYOF~ ) ss. )

.2c>/Q On this, the /,;. '" day of ~ ,~_, before me, a Notary Public in and for

the Commonwealth and County aforesaid, the undersigned officer, personally appeared ~,"",' d. -¥"~ , who acknowledgCld that he is the ~ of the Township

of Haverford, and that he as such ~ , being authorized to do so, executed the foregoing instrument by signing the name of the Township, for the purposes therein contained. . .

WITNESS my hand and official seal hereto affixed the day and year first as above written.

[NOTARIAL SEAL]

PHBF/6Q1692.9

Name: 6'/',.,,,,, /? (!« q /.v "

'" NOTARY PUBLIC in and for the Commonwealth of Pennsylvania

My appointment expires: ________ _

Notarial Seal Gloria A. ClUlini, Notary PubIk:

HlYllrford Twp., DeIaW8111 CountY My CommisSion Expires Mar. 21, 201~

Member, Pennsylvania Association of Notaries

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