EXHIBIT 10(M)
MASTER LEASE
------------
THIS MASTER LEASE (this "Lease"), is made and entered into as of March
1, 1999, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and The Real Viking, Inc. a
Pennsylvania business corporation, a joint venture (collectively the "Lessor")
and The Bryn Mawr Trust Company, a Pennsylvania banking institution subject to
the Pennsylvania banking Code of 1965, as amended (the "Lessee")
RECITALS:
WHEREAS, the Lessor is the owner of certain lots or pieces of ground
with the buildings know as 2 and ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the "Buildings") and other
improvements erected thereon located in the Township of Lower Merion, County of
▇▇▇▇▇▇▇▇▇▇ and Commonwealth of Pennsylvania described on Exhibit A attached
---------
hereto and by this reference incorporated herein (the "Property");
WHEREAS, the Buildings contain office and commercial facilities
available for lease which have been leased by the Lessor to tenants for such
purposes for many years;
WHEREAS, the Lessor desires to lease the Property and the Buildings to
the Lessee pursuant to the terms of this Lease which grant the Lessee exclusive
responsibility for the Property, its management and the leasing of the Buildings
to current and future tenants;
WHEREAS, the Lessor desires to lease the Property and the Buildings to
the Lessee and the Lessee desires to lease the Property and the Buildings from
the Lessor on the terms and conditions set forth in this Lease;
NOW THEREFORE, in consideration of the rents, covenants and agreements
contained herein, for and in consideration of the mutual promises herein made
and for other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, Lessor and
Lessee hereby agree as follows:
1. LEASE OF THE PROPERTY. Lessor is the owner of the Property and
Buildings and Lessor hereby leases to Lessee and Lessee hereby leases from
Lessor the entire Property and the Buildings containing an aggregate of
approximately 24,800 square feet of floor area as shown on Exhibit B attached
---------
hereto.
2. TERM.
2.1 Term. The initial term of this Lease shall be for twenty-nine (29)
----
years, beginning on the Commencement Date (defined in Section 2.2), and ending
-----------
on the last day of the month in which the 29th annual anniversary of the
Commencement Date occurs (the "Expiration Date"), unless sooner terminated or
extended as provided herein (the "Initial Term") . For purposes of this Lease,
the word "Term" shall mean the Initial Term and any Extension Term (as defined
in Section 2.4).
-----------
2.2 Deliveries. This Lease shall commence upon delivery of the Property and
----------
Buildings by Lessor to the Lessee and acceptance of the Property and Buildings
by Lessee (the "Commencement Date") . Lessee shall not be deemed to have
accepted possession of the Property and Buildings until each of the following
conditions has been satisfied: (a) Lessor shall execute and/or deliver to Lessee
each of the documents specified in Section 12.1 of this Lease, (b) Lessee shall
------------
execute and deliver to Lessor each of the documents described in Section 12.3 of
------------
this Lease; and (c) Lessor and Lessee shall execute and deliver a fully executed
counterpart of this Lease, and a written notice of delivery and acceptance of
the Property and Buildings. Lessee shall not be required to take possession of
the Property and Buildings prior to March 1, 1999 (the "Scheduled Delivery
Date").
2.3 Lease Year. For the purpose of this Lease, the term "Lease Year" shall
----------
mean and refer to that period of twelve (12) full consecutive calendar months
beginning with the first full calendar month of the term of this Lease and each
subsequent period of twelve (12) consecutive calendar months during the term of
this Lease, provided that if the Term commences on other than the first day of a
calendar month, then the initial fractional month of the term of this Lease plus
the next succeeding twelve (12) full calendar months shall constitute the first
Lease year of the term of this Lease.
2.4 Extension of this Lease.
-----------------------
2.4.1 Lessee shall have the option to extend the term of this
Lease for one (1) consecutive ten (10) year period (the "Extension Term"), upon
the same terms and conditions as contained in this Lease and the rent for the
Extension Term shall be as set forth in Article 3 below. To exercise the
---------
extension option, Lessee shall give written notice (the "Lessee's Extension
Notice") of the Lessee's desire to extend this Lease to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
while he is the Lessor, not less than two (2) years prior to the Expiration Date
and to any person who has purchased the Buildings and Property from the Lessor
not less than one (1) year prior to the Expiration Date. Lessee's Extension
Notice shall be
2
effective to extend the Term of the Lease without further documentation except
as expressly provided in Section 2.4.2.
-------------
2.4.2 The Lessor and the Lessee hereby both represent and warrant that the
terms and conditions applicable to any Extension Term of this Lease including,
without limitation, the rent payable by the Lessee for the Extension Term, which
the Lessee has an option to obtain pursuant to Section 2.4.1 hereof, have not
been determined by the Lessor and the Lessee and the terms and conditions of any
Extension Term are subject to negotiations by the Lessor and Lessee if, and
when, the Lessee exercises its option to obtain an Extension Term. At any time
after Lessee has exercised its option to extend this Lease and the rent for the
Extension Term has been finally determined, Lessor and Lessee, upon request of
either, will sign and acknowledge a written memorandum evidencing Lessee's
exercise of the extension option and stating the date to which such Extension
Term will extend the Term and the rental rates that will be applicable during
such Extension Term.
3. RENT.
3.1 Rent. Lessee shall pay to Lessor, in such coin or currency of the
----
United States of America as at the time of payment shall be legal tender for the
payment of public and private debts, without any setoff or reduction whatsoever,
at the address stated herein, or to such other person or at such other place as
Lessor may designate in writing, a net annual rent, which rent shall be adjusted
as provide in this Article 3, in equal monthly installments, in advance on the
---------
first day of each month during the term of this Lease, the first installment of
which shall be paid on the date of execution of this Lease and all other charges
payable by the Lessee hereunder, as follows:
(a) For the first year through fifth year of this Lease an
annual rental payment of Two Hundred Twenty Three Thousand Two Hundred Dollars
($ 223,200);
(b) For the sixth year through tenth year of this Lease an
annual rental payment of Two Hundred Fifty Two Thousand Eight Hundred and Six
Dollars ($ 252,806);
(c) Beginning with the eleventh year of this Lease through the
twenty ninth year of this Lease the net annual rental required to be paid by the
Lessee pursuant to this Lease shall be increased (the "Adjusted Rent") on the
first day of each Rent Adjustment Period' based on percentage changes in the
Consumer
-----------------
1 "Rent Adjustment Period" shall for purposes of this Lease mean the
three (3) five (5) year periods and one (1) four year
3
Price Index (the "Price Index") in the manner specified on Exhibit C attached
---------
hereto and by this reference incorporated herein. For purposes of this Lease the
Price Index shall mean the "U.S. Department of Labor, Bureau of Labor
Statistics, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Consumer Price Index all Urban Consumers -
(CPI-U) U.S. city average (1982.84 = 100)" specified for "All Items" during each
Rent Adjustment Computation Period;2
(d) Notwithstanding any provision of the Article 3 the increase in the
---------
Adjusted Rent as a percentage of the rent paid by the Lessee during the prior
Rent Adjustment Period shall be a minimum of Three Percent (3%) but shall not
exceed Seven Percent (7%) of the annual rent paid by the Lessee during the
immediately preceding Rent Adjustment Period.
(e) In addition, Lessee shall pay all other charges and expenses of the
Building and Property as they are due and payable in a manner to avoid late
charges and penalties and fines and avoid liens on the Building and Property.
Expenses, charges and rent for any period during the term of this Lease, other
than one calendar month, shall be prorated on a daily basis based on a three
hundred sixty-five (365) day year.
(f) If either Lessor or Lessee claims to be" entitled to a rent adjustment
in accordance with the above provisions, such party shall send a notice to the
other setting forth the adjusted rent claimed to be payable. Such notice shall
be sent within twelve (12) months following publication of the applicable Price
Index. In the event of an upward adjustment in the rent, Lessee shall pay to
Lessor, within fifteen (15) business days of receiving such notice, the
additional rent owed for the prior Lease Year and for the months which have
elapsed in the then current Lease Year. In the event of an improper calculation
of the Adjusted Rent, Lessee shall be entitled to deduct from the rent payment
or payments next succeeding such notice an amount equal to the reduction in rent
for the prior Lease Year and for the months which have elapsed in the then
current Lease Year. In the event of an adjustment in the rent applicable to the
Lease Year during which this Lease terminates, Lessee shall pay to Lessor any
additional rent owed for the months elapsed in such Lease Year. Lessor shall pay
to Lessee an amount equal to the reduction in rent for the months elapsed in
such Lease Year, within fifteen (15) business
--------------------
period from the eleventh (11th) through the twenty ninth (29th) years of the
term of this Lease.
2 "Rent Adjustment Computation Period" for the purposes of this Lease shall mean
the five (5) year period of time ending in each case one (1) year before each
Rent Adjustment Period.
4
days of receiving such notice.
(g) In the event the Price Index hereinabove referred to ceases to
incorporate a significant number of the items set forth in the copy hereto
annexed to Exhibit C, or if a substantial change occurred in the manner of
computing such Price Index, then the Price Index shall be deemed to be the
figure that would have resulted had no change occurred in the manner of
computing such Price Index. In the event the Price Index (or a successor or
substitute index) becomes unavailable, a reliable governmental or other
nonpartisan publication evaluating the information theretofore used in
determining the Price Index shall be used in lieu of such Price Index.
4. CONDITION OF THE PROPERTY, AND LESSEE'S POSSESSION OPERATION AND MANAGEMENT
OF THE BUILDINGS AND PROPERTY.
4.1 Condition of the Property. To the best of the Lessor's knowledge and
-------------------------
belief, as of the Commencement Date, all structural parts of the Property and
the Buildings including, without limitation, the foundation, roof, exterior
walls, plumbing, electrical, heat ventilation, air conditioning and other
mechanical systems (a) meet and comply with all federal, state, and local laws,
ordinances and regulations and all handicapped accessibility standards,
including, without limitation, those promulgated under the Americans With
Disabilities Act. ("ADA"), and (b) are in good, workable and sanitary order,
condition, and repair at the time of delivery of the Property to Lessee. Lessor
represents and warrants that it has disclosed to Lessee any conditions or
restrictions within Lessor's actual knowledge that would adversely affect
Lessee's use and enjoyment of the Buildings and Property as contemplated by this
Lease.
4.2 Lessor's Obligations. Lessor represents and warrants that it installed
--------------------
new signage indicating the DANGER involved with the electrical transformer at
its sole cost and expense in a good and workmanlike manner before delivering the
Property to Lessee. Lessor shall notify Lessee in writing when the Property and
Buildings are ready for Lessee's occupancy and Lessee shall arrange promptly to
inspect the Property and the Buildings before it signs the Lease. The Lessor has
let the Property and the Buildings in their present condition and without any
representations on the part of the Lessor, its officers, employees, servants
and/or agents. It is understood and agreed that Lessor is under no duty to make
repairs or alterations at the time of letting or at a time thereafter.
4.3 Delay in Deliver of Possession of Property. Lessee is entitled to
------------------------------------------
possession of the Property on the Scheduled Delivery Date. If the Commencement
Date does not occur within ten
5
(10) days of the Scheduled Delivery Date, Lessee, at its option, may terminate
this Lease upon written notice to Lessor. If Lessee elects to terminate this
Lease, in addition to liquidated damages due for failure to fulfill the Letter
of Intent, Lessor shall reimburse Lessee for all of Lessee's expenses incurred
in connection with this Lease, including, without limitation, the lease
negotiation costs and expenses (including the allocated cost of in-house
personnel and outside counsel's fees, costs and expenses for the Lessee).
5. USE, OPERATION AND COMPLIANCE.
5.1 Use. Lessee may lease and release the Buildings and the Property and/or
---
use and occupy the Buildings and Property for office space and permitted retail
use and related uses and otherwise as permitted by the laws and ordinances.
5.2 Operations. Lessee shall manage and lease the Property and Buildings
----------
and operate its business conducted on the Property and in the Buildings in such
manner and at such hours as Lessee considers proper in Lessee's business
judgment.
5.3 Compliance with Law. During the Term, Lessee, at its expense, shall
-------------------
comply promptly with all laws, rules, and regulations made by any governmental
authority having jurisdiction over Lessee's use of the Property and Buildings
pertaining to (a) the physical condition of any improvements constructed by
Lessee on the Property and in the Buildings ; and (b) Lessee's business
operations in the Property. Lessee shall be required to make any seismic or
structural upgrades, repairs, improvements or alterations to the Property or the
Buildings in order to comply with the requirements of this Section 5.3. Lessee,
-----------
at its sole cost and expense, shall comply with all other laws, rules,
regulations, and ordinances made by any governmental authority affecting the
Buildings and the Property including, without limitation, all handicapped
accessibility requirements.
6. MAINTENANCE, REPAIRS, AND ALTERATIONS.
6.1 Lessee's Obligations. Subject to the provisions of Section 6.2.and
-------------------- ---------------
Article 9, Lessee, at Lessee's expense, shall keep the Property and the
---------
Buildings in good order and repair, and shall be solely responsible for all
costs for the operation, maintenance, repair and replacement of the Property and
the Buildings, including the paved areas, and it shall at all times keep the
sidewalks, driveways and parking areas clean and free of snow and ice
accumulation. Lessor represents and warrants that it has or shall transfer or
assign to Lessee all warranties, express or implied, under any contract or
subcontracts relating to any improvements or equipment Lessor built or installed
within the Property and the
6
Buildings including, without limitation, any warranty for the HVAC system, the
roofs and replacement windows of the Buildings and the like.
6.2 Lessor's Obligations. Anything herein to the contrary notwithstanding,
--------------------
it is understood and agreed that Lessor shall not be responsible for any costs
for the operation, maintenance, repair and replacement of the Property and the
Buildings.
6.3 Surrender. Upon the expiration or termination of this Lease, Lessee
---------
shall surrender the Property to Lessor in broom clean condition, except for
ordinary wear and tear.
6.4 Alterations and Improvements. Lessee, at Lessee's cost, may install
----------------------------
such improvements to the interior of the Buildings on the Property as Lessee
deems necessary or desirable for the conduct of Lessee's business and the
leasing of those premises. Lessee shall submit the plans and specifications
(collectively the "Plans") for all exterior structural changes or improvements
to the Property or Buildings which the Lessee proposes for Lessor's review and
approval. Lessor shall have a period of sixty (60) days (the "Review Period")
to review the Plans. Lessor shall not unreasonably withhold, condition or delay
its approval of the Plans. Lessor shall be deemed to have approved the Plans as
presented unless, on or before the last day of the Review Period, Lessor has
delivered to Lessee a written description of the specific structural items in
the Plans that are not acceptable and a description of the specific changes that
must be made to the Plans to secure Lessor's approval. Lessee shall submit
modified plans for approval by the Lessor and upon receipt of those modified
Lessor shall be deemed to have approved the Plans as presented (the "Final
Plans").
6.5 Liens. Lessee shall not permit any mechanics' or materialmen's liens to
-----
be levied against the Property for any labor or material furnished to Lessee or
to its agents or contractors; provided, however, that Lessee shall not be
required to pay or otherwise satisfy any claims or discharge such liens so long
as Lessee, in good faith and at its own expense, contests the same or the
validity thereof by appropriate proceedings and posts a bond--or takes other
steps acceptable to Lessor that stay enforcement of such lien.
6.6 Ownership and Removal of Improvements, Fixtures, Equipment and
--------------------------------------------------------------
Furnishings.
-----------
6.6.1 All personal property, furnishings, machinery, trade fixtures,
equipment and improvements (trade or otherwise) which Lessee installs in the
Property ("Lessee's
7
Property") shall remain the property of Lessee. Upon the termination or
expiration of the Term, Lessee may remove Lessee's Property from the Property
and the Buildings no later than the termination or expiration date of this
Lease. In addition, Lessee may remove from the Property and the Buildings all
items and structural characteristics installed by Lessee that are indicative of
Lessee's business and may otherwise "de-identify" the Property and the
Buildings, as Lessee reasonably believes necessary or appropriate for the
protection of Lessee's interest in Lessee's trademarks, trade names or
copyrights. Lessee shall repair any damage to the Property or the Buildings
caused by such removal, including patching and filling holes. In no event shall
Lessee remove or be required to remove any restrooms, flooring, ceilings,
utility or electrical components located inside the walls or HVAC systems. All
other utility systems will be capped and returned to a condition compatible with
code requirements.
6.6.2 Any of Lessee's property not removed from the Property and
Buildings on the date the Lease terminates or expires shall be deemed abandoned
and shall thereupon become the property of Lessor. Lessor may possess and
dispose of such property provided that the Lessor shall not use nor permit
anyone claiming through the Lessor to use on the Building or Property any item
protected by the Lessee's intellectual property rights. This provision shall
apply under all circumstances, including default by Lessee under this Lease.
7. INSURANCE AND INDEMNITY.
7.1 Lessee's Insurance. It is understood and agreed that Lessee will
------------------
comply with the insurance requirements set forth below. In the event any space
is sublet, the Lessee is responsible for ensuring that these provisions are met
by all subtentants.
7.1.1 Property Insurance. Lessee, at its sole cost and expense,
------------------
will keep the buildings and the Improvements now or hereafter located on the
Premises Insured against "All Risk" of Loss with an Insurer in an amount at
least equal to replacement value plus debris removal and building ordinance
cost. "All Risk" shall mean at a minimum coverage for Special Causes of Loss
perils including Back-Up of Sewers and Drains, Flood, Earthquake, and Boiler &
Machinery perils. Such insurance shall also provide for "loss of rents"
insurance in the amount of actual loss sustained, with Loss Payable jointly to
the Lessee and Lessor by the insurer. All coinsurance provisions must be waived
and any Deductible must beborne by Lessee. Lessor must be named as Additional
Named Insured and Loss Payee as the Lessor's interest may appear with respect to
the Buildings and Property. This policy shall permit a waiver of subrogation in
favor of Lessor, its officers, agents, and employees.
8
Lessee shall bring or keep property upon the premises solely at its own
risk, and Lessee, at its sole cost and expense, will keep all personal property,
stock, and leasehold improvements now or hereafter located on the Premises
Insured against "All Risk" of Loss with an Insurer in an amount at least equal
to replacement value plus debris removal costs. This policy shall permit a
waiver of subrogation in favor of Lessor, its officers, agents, and employees.
7.1.2 Workers' Compensation and Employer's Liability Insurance. Lessee, at
--------------------------------------------------------
its sole cost and expense, will obtain Workers' Compensation Insurance complying
with the laws of the State, with minimum limits as follows:
(a) Workers' Compensation Coverage: Statutory Requirements.
(b) Employer's Liability Limit Not Less Than:
Bodily Injury by Accident: $100,000 each accident
Bodily Injury by Disease: $100,000 each employee
Bodily Injury by Disease: $500,000 policy limit
7.1.3 Commercial General Liability Insurance. Lessee, at its sole cost and
--------------------------------------
expense shall purchase and maintain Commercial General Liability Insurance
providing coverage with minimum limits of liability at all times reasonably
satisfactory to Lessor and which on the date hereof shall not be less than the
limits shown below. These limits may be satisfied through a combination of
primary and excess policies. Such policies shall name Lessor and any mortgagee,
as additional insureds on a primary basis and shall not cause any insurance
carried by Lessor or any mortgagee to contribute in the payment of any loss. The
policy shall also state that such coverage afforded to these additional insureds
shall not be invalidated by any act or negligence of the additional insured.
Limits:
------
a) General Aggregate $10,000,000
b) Products/Completed Operations Aggregate $10,000,000
c) Personal and Advertising Injury $10,000,000
d) Each Occurrence $10,000,000
e) Fire Damage (any one fire) $ 50,000
f) Medical Expense (Any one person) $ 5,000
9
7.1.4 Automobile Liability. Lessee, at its sole cost and expense,
--------------------
shall purchase and maintain Commercial Automobile Liability Insurance providing
coverage with minimum limits of liability at all times reasonably satisfactory
to Lessor and which on the date hereof shall not be less than the limits shown
below. These limits may be satisfied through a combination of primary and excess
policies. Coverage is to apply to all owned, hired and non-owned vehicles. The
policy shall also state that such coverage afforded to these additional insureds
shall not be invalidated by any act or negligence of the additional insured.
Bodily Injury and Property Damage Liability- $10,000,000 Per Accident
7.1.5 Financial Rating of Insurance Companies.
---------------------------------------
(a) A.M. Best Rating: A- (Excellent) or better
(b) A.M. Best Financial Size Category: Class VIII or higher
Lessee shall provide a Certificate of Insurance evidencing these coverages.
At Lessor's request, a copy of the actual policies outlined above shall be
provided to Lessor.
The Certificate shall indicate that Lessor is Additional Named Insured,
Loss Payee and Additional Insured as reflected in Sections 7.1.1, 7.1.3 and
7.1.4 previously outlined. The Certificate shall indicate also that Lessee's
policies are Primary and shall not cause any insurance carried by Lessor or to
contribute in the payment of any loss. Moreover, it must provide that in the
event of any material change in Lessee's policies or of the cancellation or non-
renewal of Lessees insurance, thirty (30) days advance written notice must be
given to Lessor.
7.2 Indemnification by Lessee. Lessee agrees to indemnify, hold harmless
-------------------------
and defend Lessor, its officers, agents and employees (the "indemnified
parties"), from and against any all liability for loss, damages or expense for
which the indemnified parties may be held liable by reason of injury (including
death), to any person (including Lessee's employees), or damage to any property
of whatsoever kind or nature arising out of or in any manner connected with the
Lessee's maintenance, occupancy, use or activities on or arising out of the
leased premises (including activities of any contractors working on behalf of
Lessee), or any breach or default in the performance of any obligation of Lessee
to be performed under the Lease whether or not due in whole or in part to any
act, omission or negligence of the indemnified parties. It is expressly
understood and agreed that the indemnity contained in this Section covers claims
by Lessee's employees. The terms and
10
conditions of this indemnification shall survive termination of this Lease.
Lessee and Lessor further agree that the laws of the Commonwealth of
Pennsylvania shall apply to the construction and application of the
indemnification and hold harmless agreement set forth above.
8. ENVIRONMENTAL LIABILITY.
8.1 Environmental Law. The term "Environmental Law" shall mean any
-----------------
federal, state, local law, statute, ordinance, regulation or order and all
amendments thereto pertaining to health, industrial hygiene, environmental
conditions or Hazardous Substances.
8.2 Hazardous Substance. The term "Hazardous Substance" shall mean
-------------------
any hazardous or toxic substances, materials or wastes, or pollutants or
contaminants as defined, listed or regulated by any Environmental Law or by
common law decision including, without limitation, chlorinated solvents;
petroleum products or byproducts; asbestos; and polychlorinated biphenyl.
8.3 Lessor's Covenants. Lessor covenants, represents, and warrants
------------------
that to the best of Lessor's knowledge, no Hazardous Substance has been
released, discharged or disposed of on, under or about the Property or, the
Buildings (or off-site of the Property which might affect the Property or the
Building) by any entity, firm or person, or from any source whatsoever.
8.4 Lessee's Use of Any Hazardous Substance. The only Hazardous
---------------------------------------
Substances Lessee may use in its operations are cleaning solvents and other
products generally used in the Buildings. Lessee will manage such use in
accordance with the Environmental Laws.
9. DAMAGE OR DESTRUCTION. If the Property or the Buildings are damaged
or destroyed by fire or any casualty, Lessee shall immediately commence and
diligently pursue to completion the repair of such damage or the rebuilding of
the Buildings and Property so that the Buildings and the Property are restored
to a condition of a quality, character and utility sufficient for Lessee's
purposes, which restoration shall be made within three hundred sixty five (365)
days of the plans for such restoration being approved by the Lessor, which
approval shall not be unreasonably withheld by Lessor. Notwithstanding anything
contained herein to the contrary, if the Lessee is unable through causes beyond
its control to repair and restore the Building(s) or the Property to a habitable
condition useable for their original purposes or to build a new building(s) on
the Property within three hundred sixty five (365) days from the date of the
Lessor's approval of such rebuilding or restoration, Lessee may terminate this
Lease without further
11
obligation to Lessor by giving the Lessor written notice of such termination
within sixty (60) days from the date when it is determined that the Buildings or
the Property cannot be rebuilt or restored to habitable condition by such date.
If Lessee does not so terminate this Lease, Lessee shall continue to restore the
Buildings and the Property and be bound by this Lease. In the event of
termination of this Lease by the Lessee, Lessor shall return any prepaid rent
and other prepaid amounts to Lessee within thirty (30) days from the date of
termination of this Lease.
10. PROPERTY TAXES.
10.1 Definition of "Real Property Taxes". For purposes of this
----------------------------------
Lease, the phrase "Real Property Taxes" shall include general real estate taxes
and assessments payable with respect to the Property and Buildings that are
imposed by any authority having the power to tax any legal or equitable interest
of Lessor in the Property; provided, however, that assessments shall be prorated
and divided into the maximum number of installments permitted by law and only
the current portion shall be included in Real Property Taxes for any Lease Year.
Notwithstanding the foregoing, Real Property Taxes shall not include (a) any
inheritance, estate, succession, transfer, gift, franchise, or capital stock
tax; (b) any income taxes arising out of or related to ownership and operation
of income-producing real estate; (c) any excise taxes imposed upon Lessor based
upon gross or net rentals or other income received by the Lessor; or (d)
assessments for improvements completed prior to the Commencement Date.
10.2 Payment of Real Property Taxes. As of the Commencement Date,
------------------------------
Lessor represents and warrants that Lessor has paid in full all currently due
Real Property Taxes. The Lessee shall pay, when due during the term of this
Lease, all future Real Property Taxes. Lessee shall pay Real Property Taxes only
as such taxes become due and payable during the term of this Lease prorated for
the first and last years of the term of this Lease. Lessee shall have the right
to challenge, at its sole expense, the Real Property Taxes and Lessor agrees to
provide whatever assistance Lessee may reasonably require. Upon the request of
Lessee, and if required to preserve the right to challenge such taxes, Lessor
will pay all Real Property Taxes under protest or in such other manner as will
preserve the right to challenge such taxes. Lessee may challenge Real Property
Taxes if Lessee pays any protested amount to Lessor. Lessor will reimburse
Lessee for Lessee's pro rata share of any refund of Real Property Taxes received
as a result of any tax contest.
10.3 Personal Property Taxes. Lessee shall pay, prior to
-----------------------
delinquency, all personal property taxes assessed against Lessee directly and
applicable to personal property located in the
12
Buildings and on the Property.
11. UTILITIES. Lessee shall pay all charges for water and sewer rents
and other utilities used in the Buildings during the Term of this Lease. When
feasible, such charges shall be measured through proper and sufficient meters or
submeters installed at Lessee's expense and maintained by Lessee.
12. LESSOR AND LESSEE OBLIGATION IN CONNECTION WITH THE DELIVERY OF THIS
LEASE
12.1 Lessor's Obligations. Lessor shall (a) execute and deliver to
--------------------
the Lessee an assignment, in form and content satisfactory to the Lessee of the
leases of the premises in the Buildings and such assignments shall contain
specific authority to, among other things, collect the rent from the current
tenants and terminate all the leases of the current tenants pursuant to the
terms of those leases, (b) obtain from each of the tenants of any of the leased
space in the Buildings and deliver to Lessee estoppel certificates in form and
content satisfactory to the Lessee; (c) provide to Lessee a rent roll for the
leased premises in the Buildings specifying each existing lease and any security
deposits which apply to those leases; (d) obtain and deliver to Lessee a
completed incumbency certificate for the officers of The Real Viking, Inc., By-
Laws of The Real Viking, Inc. certified by the Secretary of that corporation,
Articles of Incorporation of The Real Viking, Inc. recently certified by the
Secretary of State of the Commonwealth of Pennsylvania, a recent substance
certificate for The Real Viking, Inc. issued by the Secretary of State of the
Commonwealth of Pennsylvania, and a signed opinion of counsel for the Lessor, in
form and content satisfactory to the Lessee; (e) deliver the signed writing,
required by Section 4.2 hereof notifying the Lessee that the Property and
Buildings are ready for occupancy, and (f) deliver such additional documents as
reasonably requested by Lessee.
12.2 Year 2000 Compliance. The Lessor and Lessee agree that for
--------------------
purposes of this Lease (i) the term "Lessor's Computer Technology" shall mean
the hardware and software used by the Lessor in connection with the Lessor's
operations of the Buildings and Property; (ii) the term "Year 2000 Compliance
Program" shall mean the Lessor's plans and activities to become Year 2000
Qualified; (iii) "Year 2000 Problem" shall mean the failure of hardware and
software to correctly store and/or process date-related data for the dates
within and between the twentieth and twenty-first centuries and all other
centuries; and (iv) the term "Year 2000 Qualified" shall mean that the hardware
and software used by the Lessor, including that obtained by contract or
agreements with third parties, has been reviewed to confirm that it accurately
and
13
correctly stores, processes (including, without limitation, sorting and
performing mathematical calculations), data containing date information
regardless of whether the data contains dates before or after January 1, 2000.
The Lessor represents and warrants to Lessee that the Lessor has
conducted an investigation and due diligence of its hardware and software and
has identified and assessed its Year 2000 Problem, if any, including a good
faith estimation of the costs and expenses to become Year 2000 Qualified and
that it will be Year 2000 Qualified not later than the date of this Lease.
12.3 Lessee's Obligations. Lessee shall provide to the Lessor at or
--------------------
prior to the signing of this Lease (a) a copy of the Lessee's environmental and
engineering inspection reports, (b) a copy of the appraisal of the Property and
Buildings, (c) an incumbency certificate for the officers of the Lessee, By-
Laws of the Lessee certified by the Secretary of the Lessee, Articles of
Incorporation of the Lessee recently certified by the Secretary of State of the
Commonwealth of Pennsylvania, a recent substance certificate for the Lessee
issued by the Secretary of State of the Commonwealth of Pennsylvania, and an
opinion of counsel from the counsel for the Lessee, in form and content
satisfactory to the Lessor; and (d) deliver such additional documents as
reasonably requested by Lessor.
12.4 Right of First Refusal. Except in the case of transfer of all
----------------------
or part of the Property and Buildings to a family member or related entity of
the Lessor, or during the tenure of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as a Lessor, if Lessor
or its successor shall receive any bona fide offer (written or verbal) for the
purchase of the Property and Buildings, which offer Lessor shall be ready and
willing to accept, then Lessee shall have the first right to purchase the
Property and Buildings at the same price, terms, and conditions as shall be
contained in such offer. Lessor shall give Lessee written notice of the price
and all of the other terms and conditions contained in such offer; and Lessee
shall have forty-five (45) days from and after the receipt of such notice from
Lessor, in which to elect to purchase the Property and Buildings at the same
price and on the same terms and conditions as contained in such offer. Lessee
may exercise this election to purchase the Property and Buildings by giving
Lessor written notice thereof, within said forty-five (45) day period, and such
notice by the Lessee shall create a binding purchase agreement between the
parties hereto upon the price, terms1 and conditions of the offer.
If Lessee shall elect not to purchase the Property or shall fail to
give Lessor notice within the time provided for herein, then Lessor may sell the
Property but only at the same price, terms and conditions specified in the
notice Lessor gave to Lessee. If
14
the Property and Buildings are not sold by Lessor within forty-five (45) days
following the submission of the offer to Lessee, Lessor shall resubmit that
offer to Lessee, in the manner provided herein, prior to making any subsequent
sale of the Property and Buildings. As used in this Section, the words Lessee
and Lessor shall include any nominee, successor or assignee thereof.
13. ASSIGNMENT AND SUBLETTING AND SALE OF PROPERTY BY LESSEE.
Lessee shall not assign this Lease but may let or sublet the whole or
any portion of the Property and the Buildings without the written consent of
Lessor. Specifically, without limitation the Lessee may, without Lessor's
consent, sublet all or any portion of the Property and Buildings or assign the
Lease to: (a) a parent, subsidiary, affiliate, division or corporation
controlling, controlled by or under common control with Lessee; (b) a successor
corporation related to Lessee by merger, consolidation, reorganization or
government action; or (c) a purchaser of substantially all of Lessee's tangible
property in the Property, provided that, as of the date of such transfer, the
purchaser reasonably has the financial ability to perform the Lessee's
obligations (in Lessee's reasonable business judgment) with respect to this
Lease and/or the Property and Buildings (each of the foregoing is a "Permitted
Transfer").
For the purpose of this Lease, any sale or transfer of Lessee's
capital stock through any public offering or public exchange or over-the-counter
market, redemption or issuance of additional stock of any class shall not be
deemed an assignment, subletting or any other transfer of the Lease or the
Property. Lessor shall not be entitled to any consideration in connection with
any assignment or sublet. If Lessor's consent is required for an assignment or
sublease, then Lessor's consent shall be deemed to have been given unless Lessor
notifies Lessee in writing of the reasons for Lessor's disapproval within ninety
(90) days of receipt of the request. Unless released in writing, Lessee shall
remain secondarily liable under this Lease following any assignment or sublease
other than a Permitted Transfer; provided, however, that Lessee's obligations
may not be enlarged or extended by any act or agreement of any assignee or
sublessee.
14. DEFAULTS AND REMEDIES.
14.1 Lessee's Defaults. The occurrence of any one or more of the
-----------------
following events shall constitute a default and breach of this Lease by Lessee:
(a) The failure by Lessee to make any payment of rent or any
other payment required to be made by Lessee hereunder, as and when due, where
such failure shall continue for a period of
15
ten (10) business days after Lessor notifies Lessee in writing of such failure;
or
(b) The failure by Lessee to observe or perform any of the
covenants, conditions, or provisions of this Lease to be observed or performed
by Lessee, other than the payment of sums due hereunder, where such failure
shall continue for a period of thirty (30) days after written notice thereof
from Lessor to Lessee; provided however, that if the nature of Lessee's default
is such that more than thirty (30) days are reasonably required for its cure,
then Lessee shall not be deemed to be in default if Lessee commences such cure
within such thirty (30) day period and thereafter diligently pursues such cure
to completion.
14.2 Remedies on Default. In the event of any such uncured Lessee
-------------------
default, Lessor may, in accordance with procedures required by law, pursue one
of the following remedies:
(a) Lessor may terminate Lessee's right to possession of the
Property by any lawful means, in which case this Lease shall terminate and
Lessee shall surrender possession of the Property to Lessor within one hundred
eighty (180) days after written notice from Lessor to Lessee. In such event,
Lessor shall be entitled to recover from Lessee all damages incurred by Lessor
by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Property and the Buildings, expenses of reletting,
including necessary renovation and alteration of the Property and the Buildings
for uses similar to Lessee's uses, and the rent and any other payment required
to be made by the Lessee pursuant to this Lease as it becomes due hereunder. If
Lessor relets the Property and the Buildings, then any rent or other concessions
given to the new lessee shall be prorated evenly throughout the entire term of
the new lease; or
(b) Lessor may maintain Lessee's right to possession, in which
case this Lease shall continue in effect whether or not Lessee shall have
abandoned the Property and the Buildings. In such event, Lessor shall be
entitled to enforce all of Lessor's rights and remedies under this Lease
including the right to recover the rent as it becomes due hereunder and any
other payments required to be made by the Lessee pursuant to this Lease as it
becomes due hereunder.
With respect to any remedy exercised by Lessor, Lessor shall have an
affirmative obligation to obtain another Lessee for the Property and the
Buildings at a fair market rental and to otherwise mitigate its damages.
14.3 Lessor's Defaults and Lessee's Remedies. The occurrence of
---------------------------------------
any one or more of the following events shall
16
constitute a default and breach of this Lease by Lessor: (a) Lessor's failure to
do, observe, keep and perform any of the terms, covenants, conditions,
agreements or provisions of this Lease required to be done, observed, kept or
performed by Lessor, within thirty (30) days after written notice by Lessee to
Lessor of said failure (except when the nature of Lessor's obligation is such
that more than thirty (30) days are required for its performance, then Lessor
shall not be deemed in default if it commences performance within the thirty
(30) day period and thereafter diligently pursues the cure to completion); or
(b) the failure of any representation or warranty to be true when deemed given
hereunder. In the event of a default by Lessor, Lessee, at its option, without
further notice or demand, shall have the right to any one or more of the
following remedies in addition to all other rights and remedies provided at law
or in equity or elsewhere herein: (a) to remedy such default or breach and
deduct the costs thereof (including attorneys' fees and related expenses) from
the installments of the rent next falling due; (b) to pursue the remedy of
specific performance; (c) to seek money damages for loss arising from Lessor's
failure to discharge its obligations under the Lease; and (d) to terminate the
Lease.
15. CONDEMNATION.
15.1 Condemnation of Property. If any portion of the Property or
------------------------
Buildings is taken under the power of eminent domain, or sold by Lessor under
the threat of the exercise of said power (the act of which is herein referred to
as condemnation") , this Lease shall terminate as to the part so taken as of the
date the condemning authority takes possession of the condemned portion of the
Property or Buildings (the "Condemnation Date") and the rent payable hereunder
shall be reduced by the amount determined by multiplying the net annual rent
payable by the Lessee on the Condemnation Date by a fraction with a denominator
of the square feet of floor space of the Buildings as shown on Exhibit B and a
---------
numerator of the square feet of floor space of the Buildings which the Lessee is
unable to use because of the condemnation. If the entire Property and Buildings
are condemned, then the Lease shall automatically terminate as of the
Condemnation Date. The party to this Lease who receives the condemnor's notice
of intention to take (the "Condemnation Notice") shall immediately give a copy
of such notice to the other party.
15.2 Condemnation of the Property. If as a result of any
----------------------------
condemnation of the Property or the Buildings or any portion thereof (even
though the Buildings are not physically affected) the Property and the Buildings
are no longer reasonably suited for the conduct of Lessee's usual business in
Lessee's reasonable business judgment, then Lessee may terminate this Lease
without further obligation to the Lessor at any time after Lessee receives the
17
Condemnation Notice by giving Lessor at least one hundred twenty (120) days
prior written notice.
15.3 Restoration. If this Lease is not terminated as to the whole
-----------
Property and Buildings, (a) it shall remain in full force and effect as to the
portion of the Property and Buildings remaining, provided the rent and all other
charges payable under this Lease shall be reduced in the same proportion that
the area taken bears to the total area of the Property and Buildings prior to
taking, and (b) the Lessor and Lessee hereby agree as soon as reasonably
possible to use the condemnation award to restore the Property and the Buildings
to complete units of the same quality, character and utility for Lessee's
purposes existing prior to the condemnation. Notwithstanding anything contained
herein to the contrary, if the restoration of the Property and/or the Buildings
is not commenced for any cause beyond its control within ninety (90) days of
Lessor's receipt of the condemnation award or is not completed within three
hundred sixty five (365) days from the Condemnation Date, then Lessee may cancel
the Lease at any time before Lessor completes the restoration. If this Lease is
terminated, Lessor shall return any deposits, all prepaid rent and other prepaid
sums to Lessee within thirty (30) days of the date. of termination of the Lease.
15.4 Award. Lessor and Lessee may each pursue any condemnation
-----
award to which it is entitled by applicable law. Lessee may recover from the
condemning authority or from Lessor (if Lessee can show that such amount was
included in Lessor's award) that portion of any net award or payment
attributable to Lessee's interest in the Property and the Buildings pursuant to
this Lease, including without limitation, the unamortized value of improvements
installed in the Property by Lessee at Lessee's expense based on straight-line
depreciation over the term of this Lease without regard to the condemnation. For
the purposes of this Section 15.4, a "net" award or payment shall mean the
------------
entire award or payment for such taking, less the actual and reasonable expenses
incurred in collecting such award or payment.
16. SIGNAGE. Lessee, at its cost, shall have the right to install or
place signs, awnings, or other advertising materials in or about the Property or
on the Buildings to the maximum extent permitted by law.
17. PERMIT CONTINGENCY. Lessee's obligations under this Lease are
conditioned on Lessee's obtaining within twenty (20) days following the mutual
execution and delivery of this Lease, any permits and/or licenses (including
without limitation use permits, building permits and variances) that are
required by applicable laws to enable Lessee legally to conduct its business
from the Property. Lessee shall, at Lessee's expense, initiate and
18
diligently pursue obtaining each permit and/or license. Lessor shall execute any
applications and shall provide Lessee with such further assistance and
cooperation as Lessee may require in connection with applications for such
permits and licenses.
18. PARKING. Lessees rights under this Lease shall include the right to
use and manage all the parking facilities on the Property. Lessor hereby
represents and warrants that the parking facilities on the Property meet all
code and permitting requirements.
19. GENERAL PROVISIONS.
19.1 Lessor's Interests. Lessor represents and warrants to Lessee
------------------
that as of the Commencement Date, (a) Lessor owns and holds fee title in and to
the Buildings and the Property free and clear of all liens and encumbrances,
except the lien of the mortgage in favor of the Lessee; b) the Property
identified on Exhibit A contains the Buildings described on Exhibit B and (c)
--------- ---------
there are no encumbrances, liens, agreements, covenants in effect that would
limit Lessee's rights hereunder. The term "Lessor" as used herein shall mean
only the owners, at the time in question, of the fee title to the Property and
the Buildings. In the event of an assignment or transfer of this Lease by Lessor
for other than security purposes, Lessor shall cause its assignee or transferee
to assume the provisions of this Lease and Lessor shall deliver notice of the
proposed assignment or transfer and a copy of the proposed instrument of
transfer to Lessee within fifteen (15) business days after the date of transfer.
Lessor shall deliver to the Lessee a copy of the effective instrument of
transfer to its assignee or transferee as permitted by this Lease. Lessee shall
be entitled to continue to pay rent and give all notices to Lessor until Lessee
has received the foregoing from Lessor. Lessor shall deliver all funds in which
Lessee has an interest, including but not limited to Lessee's security deposit,
if any, to Lessor's purchaser or assignee. From and after a sale of the Property
and the Buildings, Lessor shall be released from all liability toward Lessee
arising from this Lease because of any act, occurrence or omission of Lessor's
successors occurring after the transfer of Lessor's interest in this Lease,
provided Lessor's purchaser or assignee expressly assumes Lessor's duties and
covenants under this Lease. Nothing herein shall be deemed to relieve Lessor of
any liability for its acts, omissions or obligations occurring or accruing up to
and including the date of such transfer. Lessor hereby agrees to insert, in any
agreement of sale and deed conveying the Property and Buildings or any portion
thereof to another person, a clause which states that such conveyance is subject
to this Lease.
19.2 Authority. Each of Lessor and Lessee hereby represents and
---------
warrants that this Lease has been duly authorized,
19
executed and delivered by and on its behalf and constitutes such party's valid
and binding agreement in accordance with the terms hereof.
19.3 Severability. The invalidity of any provision of this Lease,
------------
as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.
19.4 Time of Essence. Time is of the essence to the parties
---------------
executing this Lease.
19.5 Headings and WHEREAS Clauses. Article and section headings are
----------------------------
not a part hereof and shall not be used to interpret the meaning of this Lease
but the WHEREAS clauses at the beginning of this Lease are incorporated by
reference herein.
19.6 Incorporation of Prior Agreements Amendments. This Lease and
--------------------------------------------
the Exhibits hereto contains all agreements of the parties as of the date hereof
--------
with respect to any matter mentioned herein. No prior agreement, correspondence
or understanding pertaining to any such matter shall be effective to interpret
or modify the terms hereof. This Lease may be modified only in writing, signed
by the parties in interest, at the time of the modification. Lessor specifically
acknowledges that Lessee's employees at the Property do not have authority to
modify the Lease or to waive Lessee's rights hereunder.
19.7 Waivers. No waiver by Lessor or Lessee of any provision hereof
-------
shall be deemed a waiver of any other provision hereof or of any subsequent
breach by Lessor or Lessee of the same or any other provision. A party's consent
to or approval of any act shall not be deemed to render unnecessary obtaining
such party's consent to or approval of any subsequent act. No waiver shall be
effective unless it is in writing, executed on behalf of Lessor or Lessee by the
person to whom notices are to be addressed.
19.8 Recording. Lessor or Lessee may record a short form or
---------
memorandum of Lease at its own expense. At Lessee's request, the parties shall
execute a memorandum of Lease in recordable form giving notice of such
nonmonetary terms as Lessee may reasonably request, including Lessee's
exclusivity, right of first refusal and option rights. If Lessee exercises such
option, upon termination or expiration of the Lease, Lessee shall at its sole
expense, remove such recorded memorandum from title records.
19.9 Holding Over. If Lessee remains in possession of the Property
------------
and Buildings or any part thereof after the expiration of the Term, with or
without the consent of Lessor, such occupancy shall be a tenancy from month-to-
month at a rental in the amount of the Adjusted Rent payable in the last month
of the Term, plus all
20
other charges payable hereunder appropriately prorated.
19.10 Cumulative Remedies. Except where otherwise expressly provided
-------------------
in this Lease, no remedy or election hereunder shall be deemed exclusive, but
shall, wherever possible, be cumulative with all other remedies at law or in
equity.
19.11 Binding Effect: Choice of Law. This Lease shall be binding
-----------------------------
upon and benefit the parties, their personal representatives, successors and
assigns. This Lease shall be governed by the laws of the Commonwealth of
Pennsylvania where the Property is located.
19.12 Subordination Nondisturbance and Attornment. This Lease shall
-------------------------------------------
be subordinate to all existing and future mortgages on the Property or the
Buildings and Lessee agrees to subordinate this Lease to any future mortgage of
deed of trust and to attorn to Lessor's successor following any foreclosure,
sale or transfer in lieu thereof, provided that the mortgagee, transferee,
purchaser, lessor or beneficiary ("Lessor's Successor") agrees in a written
instrument in form and substance satisfactory to Lessee that Lessee's use or
possession of the Property and the Buildings shall not be disturbed, nor shall
its obligations be enlarged or its rights be abridged hereunder by reason of any
such transaction. Notwithstanding any foreclosure or sale under any mortgage or
deed of trust (or transfer by deed in lieu thereof), this Lease shall remain in
full force and effect.
19.13 Lessor's Access. Lessor and Lessor's agents shall have the
---------------
right to enter the Property and the Buildings upon seventy-two (72) hours prior
written notice for the purpose of inspecting the same, showing the same to
prospective purchasers or lenders. Notwithstanding the foregoing, in the event
of an emergency requiring Lessor's entry into the Property and the Buildings,
Lessor may give Lessee shorter notice in any manner that is practicable under
the circumstances. Lessor may, at any time, place on or about the Property an
ordinary "For Sale" sign, and Lessor may at any time during the last three
hundred sixty five (365) days of the Term, place on or about the Property and
the Buildings an ordinary "For Lease" sign. Any such sign shall be no larger
than two feet by two feet (2' x 2').
19.14 Only Lessor/Lessee Relationship. Nothing contained in this
-------------------------------
Lease shall be deemed or construed by the parties hereto or by any third party
to create the relationship of principal and agent, partnership, joint venturer
or any association between Lessor and Lessee. Lessor and Lessee expressly agree
that neither the method of computation of rent nor any act of the parties hereto
shall be deemed to create any relationship between Lessor and Lessee other than
the relationship of Lessor and Lessee.
21
19.15 Attorneys' Fees. Each party shall pay its own expenses
---------------
incident to this Lease and the transactions contemplated hereby including, but
not limited to, all fees of its counsel and accountants. If either party brings
an action or proceeding to enforce the terms hereof or declare rights hereunder,
the prevailing party in any such action, proceeding, trial or appeal, shall be
entitled to its reasonable attorneys' fees to be paid by the losing party as
fixed by the court.
19.16 Force Majeure. Notwithstanding any other provision hereof, in
-------------
the event that either party shall be delayed or hindered in or prevented from
the performance of any covenant, agreement, work, service, or other act required
under this Lease to be performed by such party, and such delay or hindrance is
due to causes entirely beyond its control such as riots, insurrections, martial
law, civil commotion, war, fire, flood, earthquake, or other casualty or acts of
God, the performance of such covenant, agreement, work, service, or other act
shall be excused for the period of delay and the time period for performance
shall be extended by the same number of days in the period of delay.
19.17 Confidentiality of Lease. Subject to the Lessee's rights under
------------------------
Section 19.8, from and after the date lease negotiations were entered into and
throughout the Term of this Lease the parties shall not disclose any of the
terms, covenants, conditions or agreements set forth in this Lease or any
amendments hereto, nor provide this Lease, any amendments hereto or any copies
of either of the same to any person including, without limitation, any brokers,
any other lessees in the Buildings or any affiliates, agents or employees of
such lessees or brokers except as set forth herein. Lessor and Lessee hereby
acknowledges that the disclosure of any of the terms, covenants, conditions and
agreements set forth in this Lease, or any amendment hereto, to any third party
would cause material damage to them and Lessor and Lessee agrees to indemnify,
save and hold each other see harmless from and against any and all damages
suffered by the other which are attributable to any disclosure by either of them
in violation of the terms of this provision. Notwithstanding the foregoing,
Lessor may disclose the terms of this Lease to any current or potential
mortgagee or purchaser of the Property who agrees to be bound by the terms of
this Section 19.17.
-------------
19.18 Brokers. Lessor and Lessee each represent and warrant to the
-------
other that they have not dealt, directly or indirectly, in connection with the
leasing of the Property or the Buildings, with any broker or person entitled to
claim a commission or leasing fee as to this Lease. Lessor and Lessee shall each
indemnify and hold harmless each other from any loss, liability, damage or
expense, including, without limitation, reasonable attorneys' fees and expenses
arising out of this transaction or in
22
connection with a claim with respect to the leasing of the Property or Buildings
pursuant to this Lease made by any broker or other person with whom such party
has dealt.
19.19 Consents. Whenever the right of approval or consent is given
--------
to a party pursuant to this Lease, that party shall not unreasonably withhold,
condition or delay its consent unless this Lease expressly provides otherwise.
19.20 Merger of Bryn Mawr Bank Corporation. The Lessee shall
------------------------------------
continue to be bound by the provisions of this Lease notwithstanding that its
parent company, Bryn Mawr Bank Corporation, is merged or acquired by another
entity.
20. QUIET ENJOYMENT. Without limiting any rights Lessee may have by
statute or common law, Lessor covenants and agrees that, so long as this Lease
is in full force and effect, Lessee shall lawfully and quietly hold, occupy and
enjoy the Property and the Buildings during the Term of this Lease without
disturbance by Lessor or by any person having title paramount to Lessor's title
or by any person claiming through or under Lessor.
21. NOTICES. Whenever a provision is made under this Lease for any
demand, notice or declaration of any kind, or where it is deemed desirable or
necessary by either party to give or serve any such notice, demand or
declaration to the other party, it shall be in writing and served either
personally or sent by United States mail, certified, postage prepaid, addressed
at the addresses set forth below or at such address as either party may advise
the other from time to time.
To Lessor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and
The Real Viking , Inc.
Viking Management
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
With a copy, which shall not constitute notice, to:
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Esquire
Six ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
To Lessee: The Bryn Mawr Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: President
23
With a copy, which shall not constitute notice, to:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire
Monteverde, McAlee, Fitzpatrick, Tanker &
▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Notices given hereunder shall be deemed to have been given on the date of
personal delivery (or the first business day thereafter if delivered on a
non-business day) or two (2) days after the date of mailing.
22. EXHIBITS. The following exhibits are attached to this Lease and by
this reference are incorporated herein:
Exhibit A - Legal Description of the Property
Exhibit B - Site Plan with Diagram of Buildings
Exhibit C - Method of Computing Adjusted Rent
Exhibit D - Special Form Insurance Endorsement
IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first above written.
Lessor: A Joint Venture Lessee:
consisting of: The Bryn Mawr Trust Company
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ S C ▇▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Vice Chairman
The Real Viking, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Secretary
24
Lessor's Federal Tax Identification
Number:
----------------------------
COMMONWEALTH OF PENNSYLVANIA )
ss.
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
On this 23rd day of Feb., 1999, before me, the undersigned, a Notary
---- ----
Public in and for the Commonwealth of Pennsylvania, duly commissioned and sworn,
personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to me known as, or providing
satisfactory evidence that he is ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and that he executed the
foregoing instrument as his free and voluntary act for the uses and purposes
therein mentioned.
WITNESS my hand and official seal hereto affixed the day and year in
this certificate above written.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
NOTARIAL SEAL NOTARY PUBLIC in and for the
▇▇▇ ▇. ▇▇▇▇▇▇▇, Notary Public Commonwealth of Pennsylvania
Lower Merion Twp., ▇▇▇▇▇▇▇▇▇▇ County
My Commission Expires Aug. 29, 2002 My commission expires
COMMONWEALTH OF PENNSYLVANIA )
ss.
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
On this 23rd of Feb., 1999, before me, the undersigned, a Notary Public
---- ----
in and for the Commonwealth of Pennsylvania, duly commissioned and sworn,
personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to me known as, or providing
satisfactory evidence that he is President and Secretary, respectively, of The
Real Viking, Inc. and that he being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing his name as said
officers of The Real Viking, Inc.
WITNESS my hand and official seal hereto affixed the day and year in this
certificate above written.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
NOTARY PUBLIC in and for the
Commonwealth of Pennsylvania
My commission expires
NOTARIAL SEAL
▇▇▇ ▇. ▇▇▇▇▇▇▇, Notary Public
Lower Merion Twp., ▇▇▇▇▇▇▇▇▇▇ County
My Commission Expires Aug. 29, 2002
25
COMMONWEALTH OF PENNSYLVANIA )
ss.
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ )
On this 23rd day of Feb., 1999, before me, the undersigned, a Notary
---- ----
Public in and for the Commonwealth of Pennsylvania, duly commissioned and sworn,
personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., to me known to be the Vice Chairman
--------------------- -------------
of THE BRYN MAWR TRUST COMPANY a Pennsylvania banking institution and
that the he being authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing his name as said Vice Chairman of THE BRYN
-------------
MAWR TRUST COMPANY.
WITNESS my hand and official seal hereto affixed the day and year this
certificate above written.
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------
NOTARY PUBLIC, in and for the
Commonwealth of Pennsylvania,
My commission expires
NOTARIAL SEAL
▇▇▇ ▇. ▇▇▇▇▇▇▇, Notary Public
Lower Merion Twp., ▇▇▇▇▇▇▇▇▇▇ County
My Commission Expires Aug. 29, 2002
26
Exhibit A
---------
to the
MASTER LEASE
------------
LEGAL DESCRIPTION
OF THE PROPERTY
That certain tract of land situated in the County of ▇▇▇▇▇▇▇▇▇▇,
Commonwealth of Pennsylvania and more particularly described on the following
pages.
27
Exhibit A
---------
to the
MASTER LEASE
------------
LEGAL DESCRIPTION
OF THE PROPERTY
That certain tract of land situated in the County of ▇▇▇▇▇▇▇▇▇▇,
Commonwealth of Pennsylvania and more particularly described on the following
pages.
ALL, THAT CERTAIN lot or piece of ground with the buildings and improvements
thereon erected, Situate in the Township of Lower Merion, County of ▇▇▇▇▇▇▇▇▇▇
and Commonwealth of Pennsylvania, being ▇▇▇ #▇, ▇, ▇, ▇, ▇ and 6 on Plan of
Lots, made for the heirs of ▇▇▇▇▇▇▇▇▇ ▇. Black and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, deceased by
▇▇▇▇▇▇ ▇. Yerkos, Civil Engineer, Bryn Mawr, Pennsylvania bounded and described
as follows, to wit:
BEGINNING at a point at the junction of the Southwest side line of Lancaster
Avenue with the Northwest aide line of Bryn Mawr Avenue; thence along the
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ degrees 55 minutes West 126
feet to a point; thence by ▇▇▇ #▇▇, ▇▇▇▇▇ ▇▇ degrees 53 minutes West 156.39 feet
to a corner of ▇▇▇ #▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ #▇, ▇▇▇▇▇ ▇▇ degrees 7 minutes East 128 to
the Southwest side line of Lancaster Avenue; thence along said side line of
Lancaster Avenue South 50 degrees 53 minutes East 155.95 feet to the first
mentioned point and place of beginning.
ALSO ALL THAT CERTAIN lot or piece of ground with the buildings and improvements
thereon erected, Situate in the Township of Lower Merion, County of ▇▇▇▇▇▇▇▇▇▇
and Commonwealth of Pennsylvania, described in accordance with a Map of Property
of the Bryn Mawr Company made by M. R. and ▇. ▇. ▇▇▇▇▇▇, Civil Engineers and
surveyors, Bryn Mawr, Pennsylvania, dated May 19, 1955 and last revised March
7th, 1962 as follows, to wit:
BEGINNING at point on the Northwest side of Bryn Mawr Avenue (40 feet wide) at
the distance of 120 feet southwestwardly from the Southwest side of Lancaster
Avenue (50 feet wide); thence extending along the ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ degrees 55 minutes West 140 feet to a point a corner; thence
along other land of Bryn Mawr Company of which this is a part, North 51 degrees
5 minutes West 128 feet to a point thence North 38 degrees 55 minutes East 61
feet to a point; thence North 51 degrees 5 minutes West 128.88 feet to a point
on the Southeast side of a private alley, called ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 10.13 feet in
width; thence along the South east side of said alley, North 39 degrees 11
minutes East 79.90 feet to a point; thence extending South 50 degrees 53 minutes
East 256.54 feet to the first mentioned point and place of beginning.
BEING Parcels Nos. 40-00-08944-00-7 & 40-00-08948-00-3.
BEING the same premises which ▇▇▇▇▇▇▇▇▇▇ County Industrial Development
Authority by Deed dated 1-11-1983 and recorded in ▇▇▇▇▇▇▇▇▇▇ county, in Deed
Book 4700 page 115 conveyed unto Bengt Griborn and ▇▇▇▇▇ Griborn, his wife and
The Real Viking, Inc., a Pennsylvania Corporation, a joint Venture an undivided
one-half interest unto Bengt Griborn and ▇▇▇▇▇ Griborn, his wife as tenants by
entireties and remaining one-half interest unto the Real viking, Inc.
AND the said ▇▇▇▇▇ Griborn departed this life on 1-20-1987 whereby title to the
undivided one-half (1/2) interest in the above described premises vested in the
said Bengt Griborn by Operation of law.
WHEREAS, Bengt Griborn died the 29th day of July, 1994 leaving a Will dated the
14th day of July, 1994 probated in the Office of the Register of ▇▇▇▇▇ in and
for the County of Delaware by which testator appointed ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Executors and wherein inter alia he authorized and
empowered his executors under article "Third A. 31" as follows:
"THIRD" DISPOSITIVE PROVISIONS A. I give to my friend and faithful employee
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the following: . . .3) my individual interest in premises
TWO and SIX SOUTH BRYN MAWR AVENUE, BRYN MAWR, PENNSYLVANIA 19010 . . . " Said
Will being No. 23-94-1744.
AND wherein he appointed ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.,
Executors.
AND BEING an undivided one-half (1/2) interest in the same premises which
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., Executors under the Will of
Bengt Griborn by Deed dated 6-30-1995 and recorded in ▇▇▇▇▇▇▇▇▇▇ county, in Deed
Book 5123 page 1586 conveyed unto ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in fee.
Exhibit B
---------
to the
MASTER LEASE
------------
SITE PLAN
with
DIAGRAM OF BUILDINGS
Exhibit C
---------
to the
MASTER LEASE
------------
CPI ON WHICH ADJUSTED RENT IS BASED
Page 1
U.S. Department Of Labor
Bureau of Labor Statistics
Washington, D.C. 20212
Consumer Price Index
All Urban Consumers - (CPI-U)
U.S. city average
All items
▇▇▇▇-▇▇-▇▇▇
YEAR JAN. FEB. MAR. APR. MAY JUNE JULY AUG. SEP. OCT. NOV. DEC.
1913 9.8 9.8 9.8 9.8 9.7 9.8 9.9 9.9 10.0 10.0 10.1 10.0
1914 10.0 9.9 9.9 9.8 9.9 9.9 10.0 10.2 10.2 10.1 10.2 10.1
1915 10.1 10.0 9.9 10.0 10.1 10.1 10.1 10.1 10.1 10.2 10.3 10.3
1916 10.4 10.4 10.5 10.6 10.7 10.8 10.8 10.9 11.1 11.3 11.5 11.6
1917 11.7 12.0 12.0 12.6 12.8 13.0 12.8 13.0 13.3 13.5 13.5 13.7
1918 14.0 14.1 14.0 14.2 14.5 14.7 15.1 15.4 15.7 16.0 16.3 16.5
1919 16.5 16.2 16.4 16.7 16.9 16.9 17.4 17.7 17.8 18.1 18.5 18.9
1920 19.3 19.5 19.7 20.3 20.6 20.9 20.8 20.3 20.0 19.9 19.8 19.4
1921 19.0 16.4 10.3 18.1 17.7 17.6 17.7 17.7 17.5 17.5 17.4 17.3
1922 16.9 16.9 16.7 16.7 16.7 16.7 16.8 16.6 16.6 16.7 16.8 16.9
1923 16.8 16.8 16.8 16.9 16.9 17.0 17.2 17.1 17.2 17.3 17.3 17.3
1924 17.3 17.2 17.1 17.0 17.0 17.0 17.1 17.0 17.1 17.2 17.2 17.3
1925 17.3 17.2 17.3 17.2 17.3 17.5 17.7 17.7 17.7 17.7 18.0 17.9
1926 17.9 17.9 17.8 17.9 17.8 17.7 17.5 17.4 17.5 17.6 17.7 17.7
1927 17.5 17.4 17.3 17.3 17.4 17.6 17.3 17.2 17.3 17.4 17.3 17.3
1928 17.3 17.1 17.1 17.1 17.2 17.1 17.1 17.1 17.3 17.2 17.2 17.1
1929 17.1 17.1 17.0 16.9 17.0 17.1 17.3 17.3 17.3 17.3 17.3 17.2
1930 17.1 17.0 16.9 17.0 16.9 16.8 16.6 16.5 16.6 16.5 16.4 16.1
1931 15.9 15.7 15.6 15.5 15.3 15.1 15.1 15.1 15.0 14.9 14.7 14.6
1932 14.3 14.1 14.0 13.9 13.7 13.6 13.6 13.5 13.4 13.3 13.2 13.1
1933 12.9 12.7 12.6 12.6 12.6 12.7 13.1 13.2 13.2 13.2 13.2 13.2
SEMIANNUAL
PERCENT CHANGE
1ST 2ND
YEAR HALF HALF AVG. DEC-DEC AVG-AVG
1913 9.9
1914 10.0 1.0 1.0
1915 10.1 2.0 1.0
1916 10.9 12.6 7.9
1917 12.8 18.1 17.4
1918 15.1 20.4 18.0
1919 17.3 14.5 14.6
1920 20.0 2.6 15.6
1921 17.9 -10.8 -10.5
1922 16.8 -2.3 -6.1
1923 17.1 2.4 1.8
1924 17.1 0.0 0.0
1925 17.5 3.5 2.3
1926 17.7 -1.1 1.1
1927 17.4 -2.3 -1.7
▇▇▇▇ ▇▇.▇ -▇.▇ -▇.▇
▇▇▇▇ 17.1 0.6 0.0
1930 16.7 -6.4 -2.3
▇▇▇▇ ▇▇.▇ -▇.▇ -▇.▇
▇▇▇▇ 13.7 -10.3 -9.9
1933 13.0 0.8 -5.1
1934 13.2 13.3 13.3 13.3 13.3 13.4 13.4 13.4 13.6 13.5 13.5 13.4
1935 13.6 13.7 13.7 13.8 13.8 13.7 13.7 13.7 13.7 13.7 13.8 13.8
1936 13.0 13.8 13.7 13.7 13.7 13.8 13.9 14.0 14.0 14.0 14.0 14.0
1937 14.1 14.1 14.2 14.3 14.4 14.4 14.5 14.5 14.6 14.6 14.5 14.4
1938 14.2 14.1 14.1 14.2 14.1 14.1 14.1 14.1 14.1 14.0 14.0 14.0
1939 14.0 13.9 13.9 13.8 13.8 13.8 13.8 13.8 14.1 14.0 14.0 14.0
1940 13.9 14.0 14.0 14.0 14.0 14.1 14.0 14.0 14.0 14.0 14.0 14.1
1941 14.1 14.1 14.2 14.3 14.4 14.7 14.7 14.9 15.1 15.3 15.4 15.5
1942 15.7 15.8 16.0 16.1 16.3 16.3 16.4 16.5 16.5 16.7 16.8 16.9
1943 16.9 16.9 17.2 17.4 17.5 17.5 17.4 17.3 17.4 17.4 17.4 17.4
1944 17.4 17.4 17.4 17.5 17.5 17.6 17.7 17.7 17.7 17.7 17.7 17.8
1945 17.8 17.8 17.8 17.8 17.9 18.1 18.1 18.1 18.1 18.1 18.1 18.2
1946 18.2 18.1 18.3 18.4 18.5 18.7 19.8 20.2 20.4 20.8 21.3 21.5
1947 21.5 21.5 21.9 21.9 21.9 22.0 22.2 22.5 23.0 23.0 23.1 23.4
1948 23.7 23.5 23.4 23.8 23.9 24.1 24.4 24.5 24.5 24.4 24.2 24.1
1949 24.0 23.8 23.8 23.9 23.8 23.9 23.7 23.8 23.9 23.7 23.8 23.6
1950 23.5 23.5 23.6 23.6 23.7 23.8 24.1 24.3 24.4 24.6 24.7 25.0
1951 25.4 25.7 25.8 25.8 25.9 25.9 25.9 25.9 26.1 26.2 26.4 26.5
1952 26.5 26.3 26.3 26.4 26.4 26.5 26.7 26.7 26.7 26.7 26.7 26.7
1953 26.6 26.5 26.6 26.6 26.7 26.8 26.8 26.9 26.9 26.0 26.9 26.9
1954 26.9 26.9 26.9 26.8 26.9 26.9 26.9 26.9 26.8 26.8 26.8 26.7
1955 26.7 26.7 26.7 26.7 26.7 26.7 26.8 26.8 26.9 26.9 26.9 26.8
1956 26.8 26.8 26.8 26.9 27.0 27.2 27.4 27.3 27.4 27.5 27.5 27.6
1957 27.6 27.7 27.8 27.9 28.0 28.1 28.3 28.3 28.3 28.3 28.4 28.4
1958 28.6 28.6 28.8 28.9 28.9 28.9 29.0 28.9 28.9 28.9 29.0 28.9
1959 29.0 28.9 28.9 29.0 29.0 29.1 29.2 29.2 29.3 29.4 29.4 29.4
1960 29.3 29.4 29.4 29.5 29.5 29.6 29.6 29.6 29.6 29.8 29.8 29.8
1961 29.8 29.8 29.8 29.8 29.8 29.8 30.0 29.9 30.0 30.0 30.0 30.0
1962 30.0 30.1 30.1 30.2 30.2 30.2 30.3 30.3 30.4 30.4 30.4 30.4
1963 30.4 30.4 30.5 30.5 30.5 30.6 30.7 30.7 30.7 30.8 30.8 30.9
1964 30.9 30.9 30.9 30.9 30.9 31.0 31.1 31.0 31.1 31.1 31.2 31.2
1965 31.2 31.2 31.3 31.4 31.4 31.6 31.6 31.6 31.6 31.7 31.7 31.8
1966 31.8 32.0 32.1 32.3 32.3 32.4 32.5 32.7 32.7 32.9 32.9 32.9
1967 32.9 32.9 33.0 33.1 33.2 33.3 33.4 33.5 33.6 33.7 33.8 33.9
1968 34.1 34.2 34.3 34.4 34.5 34.7 34.9 35.0 35.1 35.3 35.4 35.5
1969 35.6 35.8 36.1 36.3 36.4 36.6 36.8 37.0 37.1 37.3 37.5 37.7
1970 37.8 38.0 38.2 38.5 38.6 38.8 39.0 39.0 39.2 39.4 39.6 39.8
1971 39.8 39.9 40.0 40.1 40.3 40.6 40.7 40.8 40.8 40.9 40.9 41.1
1972 41.1 41.3 41.4 41.5 41.6 41.7 41.9 42.0 42.1 42.3 42.4 42.5
1934 13.4 1.5 3.1
1935 13.7 3.0 2.2
1936 13.9 1.4 1.5
1937 14.4 2.9 3.6
1938 14.1 -2.8 -2.1
1939 13.9 0.0 -1.4
1940 14.0 0.7 0.7
1941 14.7 9.9 5.0
1942 16.3 9.0 10.9
1943 17.3 3.0 6.1
1944 17.6 2.3 1.7
1945 18.0 2.2 2.3
1946 19.5 18.1 8.3
1947 22.3 8.8 14.4
1948 24.1 3.0 8.1
1949 23.8 -2.1 -1.2
1950 24.1 5.9 1.3
1951 26.0 6.0 7.9
1952 26.5 0.8 1.9
1953 26.7 0.7 0.8
1954 26.9 -0.7 0.7
1955 26.8 0.4 -0.4
1956 27.2 3.0 1.5
1957 28.1 2.9 3.3
1958 28.9 1.8 2.8
1959 29.1 1.7 0.7
1960 29.6 1.4 1.7
1961 29.9 0.7 1.0
1962 30.2 1.3 1.0
1963 30.6 1.6 1.3
1964 31.0 1.0 1.3
1965 31.5 1.9 1.6
1966 32.4 3.5 2.9
1967 33.4 3.0 3.1
1968 34.8 4.7 4.2
1969 36.7 6.2 5.5
1970 38.8 5.6 5.7
1971 40.5 3.3 4.4
1972 41.8 3.4 3.2
Page 3 of 3
1973 42.6 42.9 43.3 43.6 43.9 44.2 44.3 45.1 45.2 45.6 45.9 46.2 44.4 8.7 6.2
1974 46.6 47.2 47.8 48.0 48.6 49.0 49.4 50.0 50.6 51.1 51.5 51.9 49.3 12.3 11.0
1975 52.1 52.5 52.7 52.9 53.2 53.6 54.2 54.3 54.6 54.9 55.3 55.5 53.0 6.9 9.1
1976 55.6 55.8 55.9 56.1 56.5 56.8 57.1 57.4 57.6 57.9 58.0 58.2 56.9 4.9 5.8
1977 58.5 59.1 59.5 60.0 60.3 60.7 61.0 61.2 61.4 61.6 61.9 62.1 60.6 6.7 6.5
1978 62.5 62.9 63.4 63.9 64.5 65.2 65.7 66.0 66.5 67.1 67.4 67.7 65.2 9.0 7.6
1979 68.3 69.1 69.8 70.6 71.5 72.3 73.1 73.8 74.6 75.2 75.9 76.7 72.6 13.3 11.3
1980 77.8 78.9 80.1 81.0 81.8 82.7 82.7 83.3 84.0 84.8 85.5 86.3 82.4 12.5 13.5
1981 87.0 87.9 88.5 89.1 89.8 90.6 91.6 92.3 93.2 93.4 93.7 94.0 90.9 8.9 10.3
1982 94.3 94.6 94.5 94.9 95.8 97.0 97.5 97.7 97.9 98.2 98.0 97.6 96.5 3.8 6.2
1983 97.8 97.9 97.9 98.6 99.2 99.5 99.9 100.2 100.7 101.0 101.2 101.3 99.6 3.8 3.2
1984 101.9 102.4 102.6 103.1 103.4 103.7 104.1 104.5 105.0 105.3 105.3 105.9 102.9 104.9 103.9 3.9 4.3
1985 105.5 106.0 106.4 106.9 107.3 107.6 107.8 108.0 108.3 108.7 109.0 109.3 106.6 108.5 107.6 3.8 3.6
1986 109.6 109.3 108.8 108.6 108.9 109.5 109.5 109.7 110.2 110.3 110.4 110.5 109.1 110.1 109.6 1.1 1.9
1987 111.2 111.6 112.1 112.7 113.1 113.5 113.8 114.4 115.0 115.3 115.4 115.4 112.4 114.9 113.6 4.4 3.6
1988 115.7 116.0 116.5 117.1 117.5 118.0 118.5 119.0 119.8 120.2 120.3 120.5 116.8 119.7 118.3 4.4 4.1
1989 121.1 121.6 122.3 123.1 123.8 124.1 124.4 124.6 125.0 125.6 125.9 126.1 122.7 125.3 124.0 4.6 4.8
1990 127.4 128.0 128.7 128.9 129.2 129.9 130.4 131.6 132.7 133.5 133.8 133.8 128.7 132.6 130.7 6.1 5.4
1991 134.6 134.8 135.0 135.2 135.6 136.0 136.2 136.6 137.2 137.4 137.8 137.9 135.2 137.2 136.2 3.1 4.2
1992 138.1 138.6 139.3 139.5 139.7 140.2 140.5 140.9 141.3 141.8 142.0 141.9 139.2 141.4 140.3 2.9 3.0
1993 142.6 143.1 143.6 144.0 144.2 144.4 144.4 144.8 145.1 145.7 145.8 145.8 143.7 145.3 144.5 2.7 3.0
1994 146.2 146.7 147.2 147.4 147.5 148.0 148.4 149.4 149.4 149.5 149.7 149.7 147.2 149.3 148.2 2.7 2.6
1995 150.3 150.9 151.4 151.9 152.2 152.5 152.5 152.9 153.2 153.7 153.6 153.5 151.5 153.2 152.4 2.5 2.8
1996 154.4 154.9 155.7 156.3 156.6 156.7 157.0 157.3 157.8 158.3 158.6 158.6 155.8 157.9 156.9 3.3 3.0
1997 159.1 159.6 160.0 160.2 160.1 160.3 160.5 160.8 161.2 161.6 161.5 161.3 159.9 161.2 160.5 1.7 2.3
1998 161.6 161.9 162.2 162.5 162.8 163.0 163.2 163.4 163.6 164.0 164.0 163.9 162.3 163.0 1.6 1.6
Exhibit D
---------
to the
MASTER LEASE
------------
SPECIAL FORM INSURANCE ENDORSEMENT
--------------------------------------------------------------------------------
[LOGO OF ▇▇▇▇▇] DATE(MM/DD/YY)
2/22/99
--------------------------------------------------------------------------------
THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN FORCE
AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY.
--------------------------------------------------------------------------------
PRODUCER PHONE COMPANY
(A/C, No. Ext): (▇▇▇)▇▇▇-▇▇▇▇ ATLANTIC MUTUAL
-----------------------------
THE SIMKISS AGENCY, INC.
▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
--------------------------------------------
CODE: SUB CODE:
--------------------------------------------
AGENCY
CUSTOMER ID. #:
--------------------------------------------
INSURED LOAN NUMBER POLICY NUMBER
▇▇▇-▇▇-▇▇-▇▇
BRYN MAWR TRUST COMPANY --------------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EFFECTIVE DATE EXPIRATION DATE
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ 02/23/99 07/08/99
[_] CONTINUED UNTIL
TERMINATED IF CHECKED
--------------------------------
THIS REPLACES PRIOR EVIDENCE
DATED:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOCATION/DESCRIPTION
#▇ & #▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COVERAGE/PERILS/ FORMS AMOUNT OF INSURANCE DEDUCTIBLE
--------------------------------------------------------------------------------
BLANKET BUILDING SPECIAL PERILS/AGREED
VALUE REPLACEMENT COST VALUATION/INCL.
FLOOD & QUAKE, BOILER AND MACHINERY/DEBRIS
REMOVAL/ ORDINANCE & LAW/BACK UP OF
SEWER DRAINS #▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇. &
#▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇. $2,300,000 $5,000
BLANKET RENTAL VALUE COVERAGE/ACTUAL LOSS
SUSTAINED #▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇. & #▇ ▇▇▇▇
▇▇▇▇ ▇▇▇. 315,000 N/A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ AND THE REAL VIKING, INC. ARE ADDITIONAL NAMED INSURED, LOSS
PAYEE WITH RESPECT TO BUILDINGS #2 AND #6 ▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
ATIMA
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH
POLICY PERIOD. SHOULD THE POLICY BE TERMINATED, THE COMPANY WILL GIVE THE
ADDITIONAL INTEREST IDENTIFIED BELOW 30 DAYS WRITTEN NOTICES, AND WILL SEND
NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN
ACCORDANCE WITH THE POLICY PROVISIONS OR AS REQUIRED BY LAW.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NAME AND ADDRESS [_]MORTGAGEE [X] ADDITIONAL INSURED
[x]LOSS PAYEE [_]
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------------------------
THE REAL VIKING INC. LOAN #
▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇ ▇▇▇ ------------------------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ AUTHORIZED REPRESENTATIVE
/s/ ▇▇▇▇▇▇▇ Fo'brie
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[LOGO OF ▇▇▇▇▇] DATE (MM/DD/YY)
2/22/99
--------------------------------------------------------------------------------
PRODUCER
THE SIMKISS AGENCY, INC.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
--------------------------------------------------------------------------------
INSURED THE BRYN MAWR TRUST COMPANY
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------------------------------------------------------------------
THIS CERTIFICATE IS ISSUED AS A MATER OF INFORMATION ONLY AND CONFERS NO RIGHTS
UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE
COVERAGE AFFORDED BY THE POLICIES BELOW.
--------------------------------------------------------------------------------
COMPANIES AFFORDING COVERAGE
--------------------------------------------------------------------------------
COMPANY
A ATLANTIC MUTUAL INSURANCE COMPANY
--------------------------------------------------------------------------------
COMPANY
B
--------------------------------------------------------------------------------
COMPANY
C
--------------------------------------------------------------------------------
COMPANY
D
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED
TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY
REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO
WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY
THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
CO POLICY EFFECTIVE POLICY EFFECTIVE
LTR TYPE OF INSURANCE POLICY NUMBER DATE(MM/DD/YY) DATE(MM/DD/YY) LIMITS
-------------------------------------------------------------------------------------------------------------------------------
GENERAL LIABILITY 498301024* 7/8/98 7/8/99 GENERAL AGGREGATE $ 1,000,000
A [x] COMMERCIAL GENERAL LIABILITY PRODUCTS.COMP/OP AGG $ 1,000,000
[_][_]CLAIMS MADE [x]OCCUR PERSONAL & ADY INJURY $ 1,000,000
[_] OWNERS & CONTRACTORS PRO EACH OCCURENCE $ 1,000,000
[_] ________________________ FIRE DAMAGE
(Any one fire) $ 50,000
[_] MED EXP
(Any one person) $ 10,000
-------------------------------------------------------------------------------------------------------------------------------
AUTOMOBILE LIABILITY 498301024 7/8/98 7/8/99
a [x] ANY AUTO COMBINED SINGLE LIMIT $ 1,000,000
[_] ALL OWNED AUTOS BODILY INJURY $
[_] SCHEDULED AUTOS (Per Person)
[_] HIRED AUTOS BODILY INJURY $
[_] NON-OWNED AUTOS (Per accident)
[_] ______________ PROPERTY DAMAGE $
[_]
-------------------------------------------------------------------------------------------------------------------------------
GARAGE LIABILITY AUTO ONLY - EA
ACCIDENT $
[_]ANY AUTO OTHER THAN AUTO ONLY
[_]________________ EACH ACCIDENT $
[_] AGGREGATE $
-------------------------------------------------------------------------------------------------------------------------------
EXCESS LIABILITY 496301024* 7/6/98 7/8/99 EACH OCCURRENCE $ 10,000,000
A [X] UMBRELLA FORM AGGREGATE $ 10,000,000
[_] OTHER THAN UMBRELLA FORM $
-------------------------------------------------------------------------------------------------------------------------------
WORKER'S COMPENSATION AND 401711058 7/8/98 7/8/99 WIC STATUTORY OTHER
EMPLOYERS' LIABILITY LIMITS
A EL EACH ACCIDENT $ 100,000
THE PROPRIETOR/ [_] INCL EL INCREASE-POLICY
PARTNERS/EXECUTIVE LIMIT $ 500,000
OFFICERS ARE [_] EXCL. EL DECEASE-EA
EMPLOYEE $ 100,000
-------------------------------------------------------------------------------------------------------------------------------
OTHER
-------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
"▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ AND THE REAL VIKING, INC. ARE ADDITIONAL INSURED/LESSOR
ON A PRIMARY BASIS WITH RESPECT TO THESE POLICIES FOR PREMISES AT #▇ ▇▇▇ #▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
THE REAL VIKING INC.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES ARE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE
TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO MAIL SUCH NOTICE
SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENT
OR REPRESENTATIVES.
--------------------------------------------------------------------------------
AUTHORIZED REPRESENTATIVE
/s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------