HomeMy WebLinkAbout98-02025
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2, Defendant Is S,S, Maxwell, Inc" a Pennsylvania corporation, d/b/a Petite Shop,
having an address at 2240 Greenwood Road, Allentown, Lehigh County, Pennsylvania
18103 and which regularly conducts business at the South Mall, 3300 Lehigh Street,
Allentown, Lehigh County, Pennsylvania 18103,
3. Camp HIli Shopping Center Associates (hereinafter sometimes referred to as
"Landlord") is the owner of a tract of land and shopping center bUildings located thereupon
known as the Camp Hill Shopping Mall, located at 3200 Street and Trindle Road, Camp HIli,
Cumberland County, Pennsylvania,
4, On or about February 6, 1986, the Plaintiff, as Landlord, rented a portion of the
aforesaid tract of land and shopping center buildings thereupon, being Store No, C-12,
Camp Hill Shopping Mall, 32nd Street and Trindle Road, Camp Hili, Pennsylvania
(hereinafter sometimes referred to as the "Leased Premises"), tD Junior Colony of
Harrisburg, Inc" as Tenant, for a term of twelve years, pursuant to the terms of a written
Lease Agreement (hereinafter sometimes referred to as the "Lease"), a copy of which Is
attached hereto, marked Exhibit "A", and made a part hereof,
5, The said Lease was amended, by Amendment of Lease dated November 26,
1986, Second Amendment of Lease dated July 22, 1993, and Third Amendment of Lease
dated September 23, 1994, copies of which are attached hereto, marked Exhibits "B", "C",
and "0", respectively, and made a part hereof,
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a copy of the return receipt card evidencing receipt of said notice by Defendant are
atta('.hed hereto, marked Exhibits "G-1" and "G-2", respectively, and made a part hereof,
10, On or about February 8, 1998, Defendant vacated the Leased Premises without
the landlord's consent, in violation of the terms of the lease, as amended,
11, By wrillen notice dated February 17, 1998, Landlord, by and through Its
authorized agent, notified Defendant of Defendant's default under the l.ease for vacating
the Leased Premises without the Landlord's consent, and made demand upon Defendant
to pay charges then due under the Lease and charges due for the remaining term of the
Lease, in the total amount of One Hundred Thirty-One Thousand Two Hundred Thirty-
Eight Dollars and Two Cents ($131,238,02), A true and correct copy of said notice,
together with a written Statement of Charges for Period Ending May 31, 1998, are allached
pereto, marked Exhibit "H", and made a part hereof,
12, The aforesaid defaults have continued for more than thirty days after the date
of receipt by Defendant of Landlord's wrillen notices of default to Defendant, and
Defendant has failed to cure the said defaults within the time period provided for in the
Lease,
13, As of the filing of the within Complaint, Defendant was In breach of the
provisions of the aforesaid Lease due to the failure of Defendant to make payment of
charges due and payable to the Plaintiff as rent and additional rent for the period through
May 31, 1998, in the total amount of One Hundred Thirty-One Thousand Two Hundred
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Thirty-eight Dollars and Two Cents ($131,238,02), as set forth In the statement of charges
attaohed as part of Exhibit "H" hereto,
14, Under the provisions of the aforesaid Lease, as amended, and the Assignment
of Lease, Consent to Assignment by Landlord and Assumption of I.ease by Assignee,
Defendant, upon failure or Defendant to pay rElnt and other charges due under the terms
of the lease, and/or upon the unauthorized vacation of the Leased Premises by
Defendant, and after notice from landlord as set forth therein, landlord is entitled to
confess jLldgment against Defendant for the recovery by Landlord of possession of the
Leased Premises, together with reasonable counsel fees,
15, In Its written notice dated February 2, 1998, landlord, by and through Its
authorized agent, notified Defendant that Defendant's continued default under the lease
would result in landlord's exercise of all remedies available to it, including termination of
the lease, without further notice to Defendant, and landlord has exercised Its right to
terminate the Lease, as amended,
16, Judgment in ejectment as a result of the Defendant's default aforesaid has not
been entered on the lease, as amended, In any jurisdiction,
17, The jUdgment Is not being entered by confession against a natural person In
connection with a residential lease,
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Store number C-ll ('OnllllnJng apprmdmatnly ),990 8Cl1l11f(l hetl r,-12 cnntflining
approximately 2,333 fHlulHO fcat; 8-1 contnining l1pproHimlltl'lly J,306 fUlllllre feCHI
K..1 COlltl1ining appl'OHJmnttJly 100 SflUIINI (net,
LEASE AOR.F;E:NEtlT
ARTICLE I
PARTIES II
/I'IIIS I.I1ME AGRE!:HEN'r, made this ,/il day of 4~~
1981;. ~y and between KMVITZ PROPERTIES, INC., a Pe'onsYlval~a
corporation (hereinafter referred too as "Agent"), as agent for
CAMP HILL Sf/OrrING CEN1'ER ASSOCIATES/ a p<Htnershlp (hereinafter
refflrred to as "Landlord") and ,JUNIOR COLONY or IIARRIS8URG, INC.
(hereInafter referred to as "Tenant"), whORe address Is 1871 s. Flfth
Strflflt, Allentowll, VA 1810)
and whose telephone number Is (ZlS) 791"lIJl
WIT N E SSE T H.
Landlord and Tenant covenant and agree as fallows,
AR1'ICLE II
DEFINED TERNS
SECTION 201.
The fOllowIng terms shall have the followIng meanIngs,
A. Premises and Shopping Centerr Landlord leases to
Tenant and Tenant leases fr.om Landlord, for the term and upon
the terms and condItIons Det forth In thIs Lease, thel.tore
sUe an nown as P"lI<llo~ .8<"t';on 110. ,
"'-('rft'lo .0,1 being mea1l."rft..! ~~" ..!P.~r hft..! .pprnvimMpll'
hy "hn ol~"aln" h'l~ln4D.9 ljn~.s.~.A~ Fnl1t",wS:
.our (4)
separate
~omprt9ing a total of
,pproxlmately 9.729
lquare feet
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Bfjldare feel
located apprOXimately as outlined Upon' ExhibIt "A" attached
hereto, the same being a proposed sIte, plan of ' a ShoppIng
Center (the .Shopplng Cente,'") erected or to be erected Upon
the premIses descrIbed thereon, together wIth the rIght to the
nonexclusIve use, In common wIth others, of all such automobIle
parkIng areas, drIveways, foot ways and other facilIties
desIgned for common use, as may be Installed by Landlord a.
hereInafter provIded, and of such other and further facilitIes
as may be provIded or designated from time to tIme by Landlord
for common use, subject however to the terms and condItIons of
thIs Lease and to reasonable rules and regulations for the USe
thereOf, as prescrIbed f.rom tIme to tIme by Landlord. The
purpose of the dimensIons set forth above and the plan at,tached
hereto as ExhIbIt "A" is to show the approxImate sIze and
locatIon of the demIsed premIses. All dImensIons are ,
afProxlmate only. Landlord reserves the rIght to change the
s ze, layout and locatIon of any buIldIngs, Improvements, or
common areas and facIlitIes shown on Exhibit "A" as well as
reduce or expand the sl ze of the ShoppIng Center;
B. Term. The term of this Lease shall be for twelve
( 12) years as further prOVided in ArtIcle V below.
provided. that ,,,eh eh^"go ,holl not matertally Interfere with aeee,. to or Vhjb~ltY
of the 010"['0,1 prelm.o., n"r mil'orlolly 10toreCere With Tenoot', full ,,,.c ""01 ~~'mtmt
DC the de"l.ed premises. In ilddltlon, c.. Cpt Cor the klo'k shown 00 the le.sl g liln.
no pcrmilnont I<lo.k. or .1,,11.1l ..h"truetl,"," .h"ll hu 1,1.'."01 within 20 C",'t of" It.""!
entr"nn' to .lny "r th,' d,'nol.",[ 1""'1101.,'" y
,
(60) days after the Estimated Date of Delivery or "".,IOU Inn,
as Its sole remedy (Landlord not to be I labl" to 1'on.nt 01 any
other ferson, firm or corporation for .ny 10.8 or dumugo
result ng therefrom). of cancelling this l,e..o by glvin')
written notice thereof to Landlord within rlrteoll (15) duy.
after s.ld date, provided, that if said rallure to c"m"lete .,
caused br strikes. weather conditions, ~overllmolltal
restrlot ons. scarc;l.tyof labor or m.tlll'lal. 01' other call1lll
beyond Landlord's control. said completion date .holl ho
extended for a period equal to the period or urwh dlll.y. ,u.,
fel:any reaSSR '.'hat:eas\'er tRe tar\f:l.ri.~-ft~~~,tln"'_
construction of the demised preml sell bv ~"I""'lh"r I. 1984, (h"
Landlord shall have the O!~~~.q ~1'"t'llmi1: liability or con.,,,llllIg
this Lea"e by 9Ivl..".',Imllat, ~r!tten notice to Ten."t within
C:.rL-.;:;...n (lSt de-)'9' &f..t:~ea.iB El3t.(L,
!.ans:.rd .hall-ftftt Be .llllgftt~d \t>-pl"1)".....<f-...lth.'t'h'.
construction of the demised premise. unle"!l .,,,J until 'lrl,nr:lIH)
acceptable to Landlord Is obtained. Should .\I<:h (j"~nL' 9 ''''t
be obtained on or berore August I, 1984, l.andJ",,, nloy 0 'Wt I (y
Tenant In writing, and cancel this LUse, 'l( r.onrll~ " ".11
'obtain financing or 'satlsry the condition,,' or (tllal(elll'! ,,"ly
upon the basis of modUlcatlons or the te,ms un~/,,'nvll1lnnll or
this Lease, Landlord shall have the l'lqht ~,o ncol thlo I.au"
if Tenant refuses to apPt'ovP. In writing any uch modlflcatlona
within thirty (30) days after Landlord's, ',\iOSt tlw,o(o, which
request may not be made after delivery r "oas,'ss lon, Tenant
shall not unreasonablv '"I~hhold Its b 'oval or II", af"'uauld
modifications. Wlthl~ ten (10) day of reculpt "r a ''''jUDst
therefor from Landlord, ~enant a. _ps to fon".." to (,M\< lord.
financial statement of Tenant a lor, l( of.'plle"bl", 1'onant'.
guarantor or surety. In !or:n tisraClory ~o I.o"dlol(! CDrttrted
by an Independent cenHled _ubllc acCOuntant aCl:<'I'I.ble ~()
Landlord. If the flnancl or credit ,atlng of Ton"nt and/or.
If applicable. Tenant's uarantor or surety Is not a"cOptable
for the purposes of t aroresald financing, LandlOld ohall
have the right to c eel this Lease Ir Tenont ~efuso. to
execute or Supply uch additional assurance" a/Hl/or gUarantors
or sureties as ndlord shall state as necDs.ary ro, Rueh
acceptance wi In thirty (30) days after I.andlord'. rOquest
therefobfrWh' h request may not be made after dellvo,y of
possessio. If any such right to cancel iR eHorctsed, this
Lease s 11 thereupon be null and void, each or tho parlle.
shall e released from any other or rurther llahllity, any
sec Ity deposit made hereunder shall be rerundod (0 Ton.llt
W hout Interest and neither party shall have any Ilahlllty t"
.~9}' [BaseR Bf 6~eA 9~~~~,
Section 303.
If Landlord Is to perroI'm any work In the doml.od
premises pursuant ,to EXhibit "8", completion 01' the dendsad
premises shall be certHjed to Tenant In Writing hy I.andlord'.
inspecting architect, andtlb..e deltvOl'LQ[ SUch cortir!cato or
completion to Tenant shull constitute doI'rvery-or-fnu~aamlriOO
remises hereunder. Tenant. Its agents, sorvallts and
contractors. pI' or to the dpllvery' of posnesoion or the dllndsed
premises. shall have the right to enter upon the demlsod
premises, for the purpose or taking measurementR therein, b:,lt
for no other purpose, provided, howover, that SUch entry shall
not Interfere with ~r obstruct the progress or the work being
done by Landlord.
See Pa e JA
.ubjoct to tho provJ.JonQ
containod on "a,o JA
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:unmen"
e~ent
He
_-f<>M h-ft~foftt1h-v+t,M n-il-I""~ ius ,.u "..,{ '. Ye.-+~ }-ftl' ,11'S ..,f r"ftl-th~.7
outtlde boundary of the 3hopplllg ContlH. which dl RtftllCll V.nn
be measurod In a straight line without tefo'l)lIce to {pntl
mllesqe. then tho Orosn Solen of any such othvr j;ll"6'o o[
buslneu shall be Includod In tho GrOG9 s~l~A1fiido [1'011' tho
demised promlnes to determine tho IJercetjJ:.ago Rent duo ulldet
,this Lease, as rully an thOllgh suchJ}.Onn Sales had actually
been made from tho demised prem ~c. In the ovont I..llndlord so
eleots. all of the pt'ovlslc f P,rtlcle VI horoor sh.ll be .
applloable to the Oross" es or. and all tho book" and t"cotdu
pertaining to, such mpetlng store: provided. how"~Q'. the
foregoing geogr Ie limitation shall not be applicable to any
eKlsting 10 on or Tenant or any such other placo or business
whloh parated in a regional shoppIng center direct ly or
in ctly owned In whole or In port on the date hereof by
_I'dllell'al of !.arwH1>Hh
SECTION 402.
Tenant shall operate all or the demised ptemlses
during the entire term of this Lease with due dlll,/ence and
efficiency so as to produce the maKlmum gross rece pts which
may be produced by such manner of operation. unless prevented
from doing so bv causes beyond Tenant' s control. Subject to
inability by re~son of sttlkes or labor disputes or
unavailability or goods or other reasons beyond Tenant's
control. Tenant shall carry at all times In the demised
premises a stock of merchandise of such size. character and
quality as shall be reasonably deSigned to produce the maxim~~
return to Landlord and Tenant, !enant shall conduct Its
business in the demised premises during the regular customary
days and hours for such business In the Shopping Center area
and will keep open for business rrom 9:30 ~.M, until 9:30 P,M,
every day (including. at Landlord's request, Sunday) and during
the same days. nights and hours as the majority of the chain
stores and department store or stores In the Shopping Center..
AATICLE V
TER.'\
'SECTION 501,
The term of this Lease shall commence on the ,ht. "Ren
Landlord .h.ll d.li,er po.....ion of the de~I'ed premi.." to
Tenant. as provided in Article VI hereof, and shall end
(unless sooner terminated as hereinafter provided) at Midnight
On the date of the eKplratlon of the full Term from the first
day of the calendar month neKt succeeding the "Rental
Commencement Date". as deUned l.n Article VI hereof. without
the necessity of any notice from either party to the other to
terminate the same. and Tenant hereby waives notice to vacate
the premises and agrees that Landlord shall be entitled to the
benefit of all provisions of law respecting summary recovery of
possession from a tenant holding over to the same extent as if
statutory notice had been given. Tenant's obligations with
respect to accrued minimum, percentage or additional rent shall
survive the exolration or earlier termination of this Lease.
If requested by Landlord, Tenant hereto agrees to execute,
within thirty (30) days after the Rental Commencement Date. .
supplement to this Lease. In the form attached hereto as
Supplement I., confirming the Commencement llate, the Rental
Commencement Date and expiration date and stating that this
Lena Is in full force and eHect. Entry upon the demlsed
Tenant may open eartier than the prevailing buslne.1 hour. of the Shopping
Center not more than six days per tease year and provided that Landlord Ihall
hive received ten (10) ~aY8 written notlce thereof. Landlord will provide
11shted Iccess to the demised premise, without additional charget to Tenant
therefor. Tenant thall, upon prior notice to Landlord Ina 1n compliance with
Landlord', reasonable security or other procedure. related thereto, have acce..
to the demised premises for any lawful purpose (other thin uln not within
t':tr:lltted business houn) It all tlmes wlth ~o additional chanes.
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premlues by Tenant prior to the Rental COlM1encoment Date shall
be subject' to all o( the terms, covenants and conditions or
this Lease except for mJnlmum and percentage rent. Tenant's
share o( real estate taxes. cort1l1ion area COSts. Insurance
oharges and Merchants' ^"sociatlon dues, Soe Page 6^
ARTlCl.f: VI
RENT
SF.:CTION 601. _till n "lurnkuy" slol'(l fo.1tly ror OCCliplll1CY by Tellllrlt In IlccordAnco
will. Section )0).
'tenant shall pay to Landlord the minimum annuol rent
In the sums set rorth In Section 20lD" payable In advance In
..qual monthly Installments On the rlrst day of each calendar
month during the term hereof, without prior demand therefor,
Such minimum ront shall COlM1ence to acc,ue either (I) on the
date when Tenant shall ODon the demJsod premises fa, business,
or (II) on the date which Is forty-five (45) days Arter the
andlord has delivered possession or said premises to the
Tenan . whichever date Is ear lier, sa id date being herein
sometimes referred to as the "Rental Corrr.,c:lcernent Date." The
first ~ month's minimum rent and added char es (as defined
in Section 3102 below) snail be paid uponr;;;'c'''.I~p ~ >h,.
*'--. The next rental paymont date ~Ie:~under shall be the
first day or the first calendar month fo;.owing the Rontal
Convnencoment Date an...1 c:h:l1 1 -4\~o "~t:t ......0 ,,~"~,4 ~"""'~
r'~l'It AnrJ-.:r.nAcA ,.......:r.r'Jnc vpr,li(,ilbl4il ..., thQ-~(n':~Hi ~~(? "~~:.1.1
telM\eRSefflCRt Pate te E\.U;t:l. r€'Rtal f.li~.:n~~.
SECTION 602.
For each lease year or porthin there':>! during the :erm
hereof. Tenant shall pay. In addItion to minimum rent.
percentage rent as set forth in Section 201E. Anything herein
to the contrary notwithstanding, there shaJI be no abate~ent.
apportionment or suspension of the percentage rent payable
hereunder.
SECTION 603.
The first lease yea, shall begin on the Rental
Commencement Date and shall extend ro, one (I) rull calendar
year. Thereafter each lease year shall co"""ence on the day
following the expl,atlon of the preceding lease year and shall
end at the expiration of twelve (12) calendar months
thereafter.
.l.l!,;il
SECTION 604.
It"entl!: (20)/
Wlthln'~ (10) day" after the end of each calendar
month during the term or this Lease. Tenant shall submit to
Landlord an accurate. unaudited, written statement signed by
Tenant on Its behalr by a duly authorized orricer 0'
representative. showing the full amount of Tenant's gross
receipts In the demised premises during the preceding calendar
month. With eachJ'f"arterl/, statement. Tenant shall pay to
Landlord the percentage rent, If any, accrued and payable with
respect to the preceding~t9:~ period,
~e ~f.'arl
SECTION 605.
Within rortY-flve (45) days aft~r the end o( each
lease year, commencing with the first lease year, Tenant shall
~ - 6 -
the Rental Commencement Onto nod 9h,,11 bo pro-r.1ted bilsed on the number of
from tho Rental Commoncement Date to the Cirst lby.nf the first full month
the Rcntnl Commcnc€llllcnt D.ltO.
days ~~
rOllo~\)
...,
:roll
:etptl ,
:ury.
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submit to Landlord 0 r.om~lete statement certlrled by an oUlcer or tho
ll'ldel'el'ldene eerUfled pY lie aeeeYIIUIIt a.,tml'"b!~i1lI~dl"r" 1'onant
'ai'll! alo" eettlfled~_-<>f-(JfI Its h.MH,.~ duly
~Y'hOFhed gHlser gr repuoenh\ll-W"" showing accurately and In
luch detail as reasonably required by Landlord the full amount
of Tenant's gross receipts in the demised preml&es during the
immediately preceding lease yeH, At the Dame time Tenant
sball pay to Landlord the lull e&Ht~ percentage rent
payable for said lease year, Il any. ~,y-eH~~~~~~
18r1UIo that 'I'el'lM>t- ""r have 1''''~r~I>-k>B~''''''''''''''h<>H-''''''
_{\lRded pUII1Ptll' Ill' lilldlord t" TeRiAI.
S!:C'l'ION 606,
Tho term "gross receipts" as used herein Is hereby
defined to mean gross receipts or Tenant and or all licensees.
concessionaires and tenants or Tenant, lrom all business
conducted upon or from the demised premises. whethe, such
recelpt6 be obtained at the demised premises or elsewhere, and
whether such business be conducted by Tenant or by any
licensees, concessionaires or tenants or Tenant. and whether
such receipts be evidenced by check, credit. charge account.
exchange or otherwise, and shall Include, but not be limited
to, the amounts received from the sale ol goods. wares and
merchandise (Including commissions on lottery sales. Ir any)
and lor services rendered. together with the amount of all
orders taken, received or filled at the demised premises,
whether such orders be !llled lrom the demised premises or
elsewhere. I! anyone or more departments or other divisions
of Ten~nt's business shall be sublet by Tenant or conducted by
any person. firm or corporation other than Tenant. there shall
be included In gross rec~lpts for the purpose of fixing the
percentage rent payable hereunder all the gross receipts of
auch departments or dlvlslons.~er such recei2.ts be
obtained at the d~mised premises or elsewhere. in the same
manner and with the same effect as if the business or sales of
such departments and divisions of Tenant's business had been
conducted by Tenant Itself. Oross receipts shall not Include
sales or merchandise for which cash has been rerunded. or
allowances made on merchandise claimed to be defective or
unsatisfactory, provided they shall have been previously
included in gross receipts; and there shall be deducted rrom
gross receipts the sales price of me,chandlse returned by
customers for exchange. provided that the sales price or the
merchandise deliVered to the customer In eXi:hange shall be
Included in gross receipts. Oross receipts shall not Include
the amount or any sale~or use tax61evled dlrectl~ on sales and
collected from customers and paid y Timant. provlded that
specific record Is made at the time ol each sale of the amount
of such sales or use tax and the amount thereol Is separately
charged to the customer. No rranchlse or capital stock tax and
no income or similar tax based upon income or prorlts as such
and no gross receipts tax shall be deducted from gross receipts.
See Page 7A
SECTION 607.
The business or Tenant and or any sub-lessee, licensee
or Concessionaire upon the demised premises shall be operated
so that a duplicate sales Slip. Invoice or cash register
receipt, udall)' IIWftll.red. shall be Issued with each sale or
transact lon, whether for cash. cl'edlt or exchange or Tenant
will use such other system for accurately reporting gross
receipts as Shall be dpproved by Landlord. Tenant shall keep
at all times during the term hereof, ~e deMised premises er
at the general off Ice of the tenant, full' complete and accurate
- 7 -
or any other tlXU Imposed by
any lederal. Itate or 10c.l .overn-
ment.l authorit
at the
domi sed
remises
")
V
-Tennnt ..hall llay any .1mOllnl ot l1(hl1tiond rent indtcc1ted to ho dun nlJ II fO'iult or
fH,l"h "KlImhUltion, which (llIynu!IIt. shnll be withollt fJrcJudlclt tu tho riv,ht ur Tm1illlt
to ctlllteat slwh del8nT1llUltton nlld rocover ,weh J11IyrntllH to OIC exlent t1111l the twmo
IIh411 ba dttlormincd to hnvc not helln due tu 1..Hldlord,
book. or account and records In accordance with accepted
aocounting practices with respect to all operationo or the
business lo be oonducted In or from the demised premises
Including the recording of gross recoipts and the receipt or
all merohandise Into and the delivery or all nlerchandiso rrom
ths domlned premlsee during the term hereof, and shall retain
auch books and records, a" well as all contracts, vouchers,
ohecks, inventory records, and other documents and papers In
any way relating to the operation of such business, ror at
least two (2) years from the end of the lease year to which
they are applicable, or, If any auditrls required or a
controversy should arise between the parties hereto regarding
the rent payable hereunder, until such audit or controversy Is
terminated, Such books and records shall at all reasonable
times during tho retention period above rererred to be open to
the Inspection or Landlord or Its duly authorized
representatives, who shall have rull and free access to the
8ame and the right to require of Tenant, Its agents and
e~ployees, such Inrormation or explanation with respect to the
same 8S may be necessary tor a proper examination thereof,
fW1i1Ch ha9 been comnl'-'!nt:cd before the end of such tINO (2)
year period
SECTION 608.
See page.aA
If It Is determined that the actual gro"s receipts for
any period covered by the statement required pursuant to
Section 605 of this Article VI shall exceed the amount thereof
shown in said statement by Ove percent (17, ) or more, "ena"t
shall pay all the expenses Incurred by I.andlord In determining
the actual gross receipts for said period,
SECTION 609,
Tenant shall, without prior notice or demand and
without any setoff or deduction whatsoever, pay all rentals and
other charges and render all statements herein prescribed at
the office of Agent, 1700 Market Street, Philadelphia,
Pennsylvania or to such other person or corporation, and at
, suoh other place, as shall be designated by Landlord In writing
at least, ten (10) days prior to the next ensuing rental payment
date. IC Landlord shall pay any monies, or Incur any expenses
in correction of any violation oC any covenant of Tenant herein
set forth, the amounts so paid or Incurred shall, at Landlord's
option and on notice to Tenant, be considered additional
rentals payable by Tenant with the first Installment of ,ental
thereafter to become due and payable, and may be cbllected or
enforced as by law provided with respect to rentals, Tendnt
covenants and agrees that all sums to be paid under this Lease,
if not paid within 41"9 (5)1..I!.!u.s.. after due sha.u bear interest
on the unpaid portion thereot:lIt the rate of ~
percent per annum from the date when due but not n excess 0
the hlghest'legal rates, J.A.-..aQdltleA, if TeA"At fall. t. ~ay
'~L.UI' tll be paid Bj' TeAaRt h.~en:'f' ::::~~r<J--.a\;!~ I:~:s~ :
).. gtur'38 iA kR'13 ilft8WRt afi te 'l p ~f ~ n 'I .
ten (10)
"\
SECTION 610.
(,aAlIllefll-aeIlRe..:l""""~&-..e.li't frem 'feA"At st thl>;;;:=-
Security Deposit as set forth In Section 201f', toJla.-mrrcf as
collateral security for the payment of an~~~ and otner
sums of money pay.ble by Tenant und -ttrrs Lease, and for the
faithful performance of all covenants and .~reements of
Tenant hereunder I th nt of said depOSit, without Interest,
to be repaid nant after the termination of this Lease and
any I' thereof, provided Tenant shall have made all such
...ac4 p9rformad .1' 'i:'\I<QR g4;J"tHt.aAts and agreeMents. l:If'':'.,
.. 8 ..
It -."
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,Ie
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~-dfJ.kulll lly Tell.Ilt he""uf\~er. .11....r--paH.--ttf.......I<l-1i..!"M'+.-l':-
may, at Landlord' I Dole Opt Ion. be appllod on .ocoun!;....<>f~suoh
default, and thereafter Tenant shall promptly tfl&t.1'\"fe tho
relultinq deflclencr In laid deposit. ~~ereby ~alves the
benefit of any prov slon of .law re~r1Tig such defoslt to be
held In el~row or In trust, ~1r.ITd deponit shal be deomed to
be the property or La~.~ Landlord may deliver the runds
deposited hereu r-Ily Tenant to any purchaser or I,andlord' s
interest demised promises and thereupon. Landlord shall
be arged from any rurther liability with respect to such
ARTICLE VII
COMMON USE AREAS AND fACILITIES;
COSTS: INSUfu\NCE
providod same are applied in a
non-discrimindtor manner
, All facilities furnished by Landlord In Shopping
Center .nd designated for the general use. in common, 0/
occupants or the Shopping ConteI'. Including Tenant hereunder,
their ot'flcers. agents, employees and customers. Including. but
not limited to. parking areas. streets, sidewalks, canopies.
roadways. loading pl8Horms. washrooms. shelters. ramps.
landscaped areas and other similar racl!itles. shall at all
times be subject to the exclusive control and management or
Landlord. and Landlord shall have the rlont from time to time
to change the area, level. location and arrangement of such
parklnCj areas and other facilities abovo referred to: and to
make all rules and regulations pertainlng to and necessary for
the proper operation and maintenance or the common racllltles,
Tenant hereunder and any other sub-tenants and licensees shall
om 1 wit aUJrules and regulations made by Landlord
pertain ng to the operation and maintenance of said common
areas and facilities. InclUding, but not li.,lted to. such
reasonable requirements pertaining to sanitation: an ng 0
trash and debris: loading and unloading of trucks and other
vehicles: and safety and securitY against fires. theft.
vandalism, personal Injury and other hazards. The parking area
shall be limited to parking for customers of Tenants of the
Shopping Center and Tenant and Its employees may not park In
any portion of the parking area. except that portion thereof
designated or which may hereafter be designated as "Employees
Parking Area," Landlord I subject to reimbursement as set forth
belowJ ''''111 operate,and maintain or cause to be operated and 'he Shop-;-I
maintained the Common Areas and racllltIes of the ShOPPing lng c.~
enter. and the other terms
of this luse
SECTION 701,
SECTION 702,
For each year or the term hereor, Tenant shall pay to
Landlord, as additional rent, Tenant's proportionate share of
all oOlts o! operation or the Shopping Center and maintenance
of the common areas and facilities or the Shopping Center
(Including the enclosed mall) of which the demised premises are
a part, As and for Tenant's propo,tlonate share. Tenant shall
pay to Landlord the Initial annu.1 common area maintenance
charge as set forth In Section 20lG (subject to adjustment as
set forth below), payable as additional rent In equal monthly
Installments at the same times as fixed minimum rent Is payable
hereunder, without demand and ~Ithout any deduction or setorf
whatsoever. If Tenant's proport lonate share of the actual cost
of operation of the Shopping Center and maintenance of the
in acoordance with the usually accepted p~~ures of a first
olass Shopping center oonsistent during the entire term of
the Lease and failure to do so shall be considered a material
breach by Landlord qlvinq Tenant the rlqht, as its sole remedy,
to cancel t),is Lease.
- 9 -
cups and IImlta-
In Section 201
.-,....---...
common areas facllltles for any fiscal year or Lalldlord exceeds
the common area m.lntenancu charges actually paid by Tenant for
luch period, within ninety (90) days after the end of
Landlord'l fiscal year, Landlord will deliver to Tenant a
Itatement Ihowlng In reasonable debell Tenant's proport ion.te
Iharl of luch actual cost and, wlt"ln twenty (20) days after
delivery of such statement, Tenant will pay SUch excess shololl1
to be due by IBid .tatament, u additional rent, n 's
proportionate share of the actual costs of operation of the
Shopping Center and maintenance of the common areas and
facilities shall be In the same proportion to the total costs
of such operatiOns and maintenance as the total gross rentable
area of the demised premises bears to the total gross number of
rentable square feet of ground rloor leaseable area contained
within all mall stores (excluding Department Stores, the
supermarket and stores not attached to the mall, collectively
referred to as .Separate Stores'). The statement submitted by
L.ndlord shall be sufficient evidence of the actual costs or
the aforesaid operation and maintenance, The .foresald costS
of operation and maintenance shall Include all expenditures
Ir.curred by Ot on beh.lf of L.ndlord in operating the Shopping
Center and malnt.lnlng the COrMlon areas and facilities.
InclUding. without limitation, the cost or cleaning. heating.
ventilating and air-conditioning the enclosed mall; the cost of
all of Landlord's Insurance relating to the Shopping Center and
the common oreas' and facilities (Including. but not limited to,
bodily Injury. publlc liability. property damage II.billty,
automobile Insurance. sign Insurance. and any other !nsurance
carried by Landlord for the Shopping Center and the co~~on
are.s and facilities In limits reasonably selected by Landlord.
but excluding Insurance described in Section 703 below);
gardening and landscaping; asse"sments: repairs, repaving,
rephcements. preventive maintenance, repainting, Including
restrlplng of parking lot and accessways; rental or signs ond
equipment; lighting; sanitary control; removal of snow, trash,
rubbish, garbage and other reruse; depreciation over a period
not exceeding siXty (60) months of machinery, equipment and
other assets used In the operation and maintenance of the
Shopping Center; repair and/or replacement of on-site water
lines, sanitary sewer lines, storm Water lines and electrical
lines and equipment serving the property: the cost or pollee,
security and traffic control services: the cost of all
personnel required to supervise, Implement and accomplish all
of the foregoing; and an administrative charge equal to fifteen
(15\) percent of said costs. Contributions towards such COSts
by Sepsrate Stores shall be deducted. .
that Landlord determines that Tenant's share of actual
will exceed the monthly Installments then due fr nant
hereunder, Landlord may adjust the amount le monthlv
Installments thereafter due from Te on account of iis
propOt.tlonate share or the co operation of the Shopping
Center and malntenance~e common areas and facilities by
Increasing such l1ments by an amount equal to one-twelfth
(l/12th) 0 excess. if any, of Tenant's estimated share of
suc s over the annual common area maintenance charge then
~
SECTION 703.
For each year of the term hereof. Tenant shall pay to
Landlord, as additional rent, Tenant's proportionate share of
all premium costs for fire and broad form all risks extended
coverage insurance and rent Insurance respecting all buildings
- 10 -
~
subject to tho cnl'" and l.lmHA-
tlon. rovided in Section 201
and Impro~ements u~on the Shopping Center. As and Cor Tenant's
proportionate share, Tenant shall pay to Landlord the Initial
annual Insurarlce charge IS set forth In Section 20lJ (subject
to Idjustment as set Corth below) payable as additional rent In
equl1 1110nthly Installments st the ume time, as Clxed ml.llmum
rent la payable hereunder, without demand a'ld without an)'
deduction or setorf WhAtsoever, If Tenant's proportionate
share of the actual cost oC such Insurance for any Insurance
year oC Landlord exceeds s.ld annual Insurance charge actually
psld by Tenant Cor such period, within ninety (90) days after
the end of Landlord's InsurAnce year, Lsndlord will deliver to
Tensnt a statement showing In reasonable detail Tenant's
proportionate share of Such actual Insurance costs and. within
twenty (20) days after delivery or such statement, Tenant will
pay such excess shown to be due by said statement. as addtlonal
rent (subject to adjustment as set forth below)~_QA ,
proportionate share shall be the same ss set Corth In Section
102 with reDpect to common area mAintenance charges, The {irst
Insurance yesr shall be the period covered by annUAl Insurance
premiums, The statement SUbmitted by LAndlord shall be
sufficient evidence or the actual Insurance costs.
or times that Landlord determines that Tenant's shar ctual
cost. will exceed the monthly Installments t e rrom Tenant
hereunder, Landlord may adjust the a~ the monthly
Installments thereafter due C~ant on account oC Its
proportionate share oUMCOsts or Insurance by Increasing
SU~Ch Installm~n amOUnt equal to one-twelCth (1/12th) oC
the e ,f any, or Tenant's estimated share or such COSts
~. snnwal lnsuran88 8Rar~e tRen d"e hereu~
SECTION 704,
Sums due pursuant to Ser.tion 702 and Sec~lon 703 shall
be appropriately adjusted for any partial years at ~he
beginning or end of the term hereof.
/---.>....
ARTICLE VIII
MERCHANT'S ASSOCIATION
SECTION 801.
Tenant shall join and maintain membership In an
Association authorized and recognized by Landlord and
established by the Tenants In the Shopping Center, Tenant
shall pay to the Asooclatlon each lease year such reasonable
assessments as may be Clxed from time to time by the
Association Cor creating and maintaining a fund to be used by
the Association for general promotional. advertising and
welfare furposes, including any aSDessments or dues for
advertl. ng, publicity and genersl public relations, provided
the cost to Tenant for the Cirst year shall be as set forth In
Section 201H. Tenant will Comply with such bylaws. rules and
regulations as may be adopted from time to time by said
Association and take such action as shall Crom time to time be
necessary to remain In good standing In the Association.
Tenant agrees to use the name of tne Shopping Center
promlnel\tly In all of its advertising and promotional
literature regarding the demised premises,
SECTION 802,
Tensot agrees that the bylaws oC the Association shall
provide: (I) each member which Is present at a meeting and not
- 11 -
~)
t#""~-'."'-'
d.llnquent in any of Its payments to tile Association shall have
on. vote for ~ach square foot of floor area In Its demised
premlee., (II) each delinquent member shall be liable to the
A,"oclatlon for its costs (Including attorney's fees) Incurred
in collecting .uch member's delinquent debt. to the
Auoolatlon, (ili) Landlord shall have a number of v'ltes equal
to the lesser of twenty-five percent (25\) of the total of all
vot.. in the Association Including the Votes of Landlord or the
percentage which Landlord'. contribution to the Association for
the .ssooiatlon year bears to the total amount of all dues
payable to the Association for such association rvar (Iv) the
Landlord, as 5gent for the Association, may..t ts option,
oollec:t all assessments due Including delinquent assessments or
dealgnate another party to collect such assessments, (v)
Landlord may, at Its option, elect to provide the Association
with the services of a promotion director and all staff deemed
necessarr by Landlord to errectlvely carry out the promotion
and publ c relations objectives of the Assoclotion and/or such
reasonable space within the Shopping Center as may be necessary
to carry out the functions of the promotion director and his or
her .taff and the Association shall reimburse Landlord ror
such, and (vi) Landlord may provide that the occupant of any
department store and/or supermarket shall have a seat on the
Board of Directors, Furthern'ore, no bylaw. rule or regulation
of the Association shall conflict with the provisions or this
Lease, and more particularly with any rules and regulations
adopted by Landlord or In any respect diminish the rights of
Landlord hereunder,
SECTION 803.
In addition, Tenant shall pay to the Merchants'
Association, as additional rent, the sum of twenty-five ($,25)
cents per rentable square foot of total area leased by Tenant
Upon receipt of notice from Landlord that the demised premises
are ready for occupancy as Tenant's share of the cost of the
"Grand Opening" of the Shopping Center, said payment to be due
onlt if Tenant Is - open for business for the "Grand Opening,"
sa ell! as Tenant is re'flllred-~a ape" far ell,llle.. hrreJn~
IIhlLil\ eRe (ll---)'8.a.r after the said "Grand Spelling."
ARTICLE IX
PUBLIC UTILITIES
I j
t
1
~
\
f
I
SECTION 901,
In addition to all rentals herein specified, Tenant
shall be resfonslble for and shall pay for all utilities. Used
or consumed n or upon the demised premises, and all water
char es as and when the charges thereror shall become due and
ps a e, commencing on the date Landlord notifies Tenant that
the demised premises are ready for OCcupancy. ~-9l1pplled
e) Landlord, Ten&llt ~~:~l "~~~*c all apP+Op~I~,~
'Pl'lleatlOfts ta the I lItll ,1 ..am}.ott:rl1.>!r1lnd-paY-BH-
rsquired-depas!ts, eennee~1l fres alld~tge. far met.lS~
.el\~lee fel' all )Jt i 1 it ita.
SECTION 902,
In the event any utility or utility services are
furniShed to ,Tenant for which a lien could be filed against the
demised premises or any portion thereor (such as Water rent or
lewaga disposal), the Tenant sh.lI at Landlord's request, pay
- 12 -
the cost of which is included in th~ coat of common area maintenance.
cp
"...--.....
If "'"
the oost thereof to Landlord as and when the charQes therefor
become due snd payable: otherwise, Tenant shall deliver
original receipted bills therefor to Landlord within thirty
(30) dars after the same are due and payable without Interest
or pena ty.
SECTION 903.
(i) In the event Landlord shall elect or be required
to furnish any utility services to Tenant (other th.n
electricity and Conditioned All' aD described below), Tenant
hereby agrees to purchase and pay for the same from L.ndlord.
provided Landlord shall charge thereror not more than t.he same
consumer rate as Is charged by the publl~ service Corporation
or municipal authority, as the case may be, supplying similar
usage and services to . retail CUstomer In the general area In
which the demised premises are Situated,
(il) Tenant agrees to purchase rrom Landlord and pay
for COnditioned All' to be used by Tenant for heating ond all'
conditioning the demised premises. as additional rent, upon
presentation or bills therefor, at the rates set forth In and
lubjeot to adjustments In accord.nce with Landlord's
Conditioned Air Charge Rate Adjustment Schedule attached hereto
as Exhibit "D,"
+H-t-!---l.a1>dlerll "Ill In'h-l+l+l'-i"H'Ohase ...at~"'~
Rlverton Water Company via at least rour (4) mete~~ Ices
at four (4) meter room locations. Each dQJlleS'~ate, meter
will service a grouping ,?f mall~~ 3/4" capped valve
outlt't will be provided ~ Ten.nt. If Tenant roqui res
greater than a ~r service. Landlord will furnish and
insta~~qulred water ~~nfe:~~tm~fifICation. at Tenant's
e..,,~, M laRlllard's "ft .~ ~~n:'~ 11 IASta!; .llalOeT
m"ter with remote reader. Landlord will only ro~u're metering
of large water use tenanti-suc_ auty parlors, re5taurants.
etc. Normalll': '..,.1, re~all stores with only toilet rooms will
n~L L~ req~i.ed t& ee metered,
!.endlerd \JIll dlvld. I~~~'ater eest Bj' gal~
sUPflled to obtain the avel'age ...ater cost per gal andlord
wll charge metered Tenants for ....ter us .ed on the
average oost per gallon multlpll metered gallons
consumed, Landlord wltl-~ educt from the total w.ter cost.
the amount bi metered Tenants and the balance or the
wate ,shall be apportioned on a gross leasable area baSis
eel TeRal't B .
(Iv) There Is currently no se~er rent aside from real
esute taxes. In the eVent the loc.l authority, munlc.ipallty,
utility or other body collects for the sewerage or sanitary
service, Tenant covenants and agrees to pay the sewer rent
oharge (both mlnlm.~ and otherwise) and any other tax. rent,
levy, Connection fee or meter or other' charge which now Or
hereafter Is assessed. Imposed or may become. lien upon the
premises. or the realty of which they are a pa,t, fursuant to
law, order or regUlation made or issued In connect On with the
use or maintenance of any sewerage connection or s stem,
WrItten
(v) Landlord may. after thirty (30) days' notice to
Tenant, cease to furniSh anf one or more of the utility
services to the premises, w thout anr responsibility to Tenant,
exoept to conhect Tenant.s dlstrlbut on facilities therefor
with another Source for the utility servl.ce so discontinued.
- 13 -
(t)
or a lubstltute for the whole or any part or the real estate
tlxes or Issessments now levied, assessed or Imposed on the
Shopping Center, there shall be levied. assessed. or Imposed
(I) a tax. assessment. levy, Imposition or charge. wholly or
partillly II a capital levy or otherwise. on the rents received
therefrom, or (II) a tax. assessment. levy (Including. but not
limited to, any municipal, state or federal levy), Imposition
or charge measured br or based in whole or In part upon the
Shopping Center and ,"posed upon the Landlord. or (ill) a
110ense fee measured by the rent payable under this Lease. then
III such taxes. assessments. levies, Impositions and charges.
or the part thereof so measured or based, shall be deemed to be
included In the general real estate taxes and assessments
payable by the Tenant pursuant to Section 1001 above to the
extent that such taxes, assessments. levies, Impositions and
charges would be payable If the Shopping Center were the only
property of the Landlord subjeot thereto, and the Tenant shall
pay and discharge the same as herein provided In respect to the
payment of generul real estate taxes and assessments. Real
estate taxes shall include all taxes attributable to
improvements now or hereafter made to the Center or any part
thereof or the present or fUture Installation or fixtures.
maChinery or e~llpment thereon or therein, all real estate
taxes, assessments, Water and sewer rents (not based on
consumption) and other Impositions and charges of every kind
Ind nature whatsoever. nonrecurring as well as recurring.
special or eXtraordinary. ordinary, roreseen and unrorseen and
all Installments thereof levied. assessed or Imposed or due and
payable are liens upon or arising in connection with the use.
occupancy or possession or, or any Interest In, the Center or
any part thereof. or any land. bUilding or other Improvements
therein. All of the foregoing charges shall be subject to the
caps and limibations set forth in Section 201.
SECTION 1005,
~!J' '
Il~
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II'
I
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i I
f'
As and for Tenant's proportionate share of real estate
taxes, Tenant Shall pay to Landlord the Initial annual real
estate tax Charge as set forth in Section 2011, payable as
Iddltlonal rent In equal monthly installments at the same times
as fixed minimum rent Is payable hereunder. wi thout demand and
without any deduction or setnff whatsoever. '
proportionate share of the actual real estate t nd
Issessment.s for any fiscal year exceeds eal estate tax
charge actually paid by Tenant fo. period. Landlord will
deliver to Tenant a statem owing in reasonable detail
Tenant's ptoportlo are of such actual real estate taxes
Ind assessm nd, within twenty (20) days artet delivery of
such ment, Tenant will pay such excess shown to be due by
. ~, The official tax bill and
the statement submitted by l.andlord shall be suHlcient
evidence of the actual real estate taxes and assessments. _~
at any time or times Landlord receives notice or an EI'1f'ile ill
the assessment or tax rate, Landlord may ad e amOUnt of
the monthly Installments thereafter om Tenant an accoullt
of Its proportionate share 0 estate taxes and assessments
by increaSing such I ents by an amount equal to
one-twelfth of the excess, If any. of Tenant's
estlm are of such real estate taxes and assessments over
'i
[I).
~ 15 -
~)
ARTICLE XI
REPAIRS
SECTION 110 I,
Landlord will keep the roor and the exterior walls of
the demised premises. In proper repair, excepting any work done
by Tenant, any glass. doors, door closers or frames. and
exc:eptlng any work done by Tensnt and "'ork required by reasun
of Tenant's ne1ligence or misuse of the demised premi ses.
provided that n each case Tenant shall have given Londlord
prior written notice of the necessity of such repairs, The
repair or replacement of work done by Tenant. glass, doors.
door closers and frames and damage caused by Tenant's
negligence or misuse or the demised premises shall be the
resp,msiblllty of and shall be done by the Tenant, Tenant will
also make all necessary repairs and replacements In order to
keep the Interior or the demised premises. together with all
electrical. plumbing. heating, air-conditioning and other
mechanical Installations therein. all doors, door closers and
frames. all plate glass and door and ",indow glass rrames and
all fixtures. equipment and stock, clean and In good order and
proper repair (InclUding periodic painting) at its O~l expense.
USln,/ materials and labor of kind and quallty equal to the
01'1,/ nal work, and will surrender the demised pre.,ises at the
exp ration or earlier termination or this Lease In as good
Condition as when received, excepting cnly deterlorat!on caused
by ordinary wear and tear and damage by accidental fire or
other casualty of the kind Insured against In standard Folic!es
of fire Insurance with extended coverage not caused by Tenant,
its agents, employees and Invltees. Except as hereinabove
,provided, Landlord shall have no obligation to repair, re?lace.
maintain, alter or modlry the demised premises or any part
thereof. or any plumbing. heating, electrical. air-conditioning
or other mechanical Installation or equipment therein and the
same shall be the responsibility or the Tenant. Under no
,If- oircumstances shall Landlord be obligated to repa I r. repl ace or
IRUr. maintain any plate glass (1[ door or window glass. frames or
d60r covers and Tenant shall at all times/carry In a reputable
company, full coverage Insurance on all plate glass in the
~demised premises and shall cause prompt replacement If chipped,
'Y cracked or broken.,~ policy or a certificate thereof shall
e deposited with Landlord and shall provide that it shall not
be C~ncelled or modified for any reason WithOUt at least twenty
(20) days prior notice thereor to Landlord, Anything herein to
the oontrary notwithstanding. any work or alteration made by
tenant to the roof. exterior Walls or affecting the structural
Integrity of the building of which the demised premises are a
part (even If with Landlord's consent) shall release and
discharge the Landlord of and from any duty Landlord may have
to keep and maintain the same In good or'der and repair; and
Tenant agrees to be solely responsible for and therearter to
repair and to maintain the roor. exterior walls and the
strUctural Integrity of the building to or on which Tenant has
caused any work to be done or alteration made, No holes are to
~e cut through the roof without Landlord's prior written
COnsent, In the event any hol~s are reoulred to be cut In the
' , Tenant "'Ill engage I,andlord'. rooi Ing Contraotor or any
roofer approved by Landlord'. bonding companr' to flash and
patch SUch holes so as to maintain the valid ty of Landlord's
roof bond and responsibility thereunder.
- 16 -
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ARTICLE XII
TENANT'S RIGHT TO MAKE ALTERATIONS
which consent shall not
SECTION 1201. be unreasonabl withheld
. Tenant shall not make any alterations. Improvements or I
additions to the demised premises during the term of this Lease
or any extension or renewal ~hereorwlthout first obtaining the
written consent of Landlordl Ten.nt shall not CUt or drIll -
into. or secure any fixture. apparatus or equipment or any kind
to any part of the demised p'remlses without rlrst obtaining the
written consent of Landlord( All slteiOIToris;- Improvements and
additions made by Tenant as aforesaid shall remain upon the
premises at the expiration or earlier termination of this Lea"e
and shall becomo the property of Landlord. unles" Landlord
shall, prior to the expiration or termination or this Lease.
have given written notice to Tenant to remove the same. In
which event Tenant shall remove such alterations. Improvements
and addItions and restore the premises to the same good order
nd co"dltlon In which It was at the commencement or this
Lease. Should Tenant fall so to do, Landlord may do so,
collecting. at Landlord's option. the cost and expenso thereof
f!.2!Jl the Tenant as additional rent.
-prdinarv We~r and tear exceeted~
dtCTION 1202.
Tenant shall at all tlmes maintain rlre insurance with
broad form all risks extended coverage endo,sement Insuring the
interest of Landlord, Agent and of Tenant In companies
acceptable to Landlord at all times and In an amount acceptable
to Landlord at all times as adeauate to cover the full costs or
replacement of all such alte,ations, additions, improvements or
changes In the event of fire or extended coverage loss, Tenant
shall deliver to the Landlord certlrlcates of such fire
Insurance coverage. and such polley Shall contain a clause
requiring the,lnsurer to give the Landlord twenty (20) days'
prior notice of cancellation. Tenant shall deliver to Landlord
new or renewal Insurance certlrlcates twenty (20) days prior to
termination or cancellation of the prior policy. Landlord approves
of Crum & Forster, Fireman's Fund or any company rated "A" by
Best and Co, lawfully doing business In Pennsylvania.
ARTICLE XIII
AFFIRMATIVE COVENANTS OF TEN,l,NT
SECTION 130 I.
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Tenant sha 11 :
(I) Comply with any and all current or future
requirements of any of the Constituted public authorities. and
with the terms of anr State or Federal statute or local
ordinance or regulat on applicable to Tenant or Its Use or
OCcupancy of the demised premlses,,-- and save Landlord harmless
from penalties, fines, costs, expenses or damages resu t ng
from failure to do so;
(II) Give to Landlord prompt written notice or any
accident, fire or damage Occur Ing on or to the deml sed promises;
(III) Load and unload goods at such times In the
areas and through such entrance as may be designated for such
purposes by Landlord. Such trailers or trucks shall not be
permitted to'remain parked. overnight, Ir any area of Shopping
Center, whether loaded or unloaded;
xcep a 1 ere 18 any change-1n!any governmenta statute,
law, order, regulation or ordinance affecting the demised
prelnises and/or the common area Which reqoire the making
of a change to any structural element in the demised premises
and/or the common area or any Improvement In the demised
premises, Landlord shall be reSPonsible for and bear the
cost of any Such Change.
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- 17 -
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Tonant oh.1I have 00 1t~lltY =~~:~~ Tenont '11 1'0111'. 1
and garbaso, the cost of which shall be llaid by the 1,1Indlord lis pan of
the COlMlnf1 a rea r1K(ltm8o,
----
(Iv) See that there are no undue accumulations of
garbage and refuse; keep the same In ptoper containers on the
Interior of. the demised promises, until called for collection;
rflfillV,ogt)Hl ,,\,"-9 It. TeR.....t'r t'XpgR~~; all ill accordance with
munlc!E!l-!!2ulatlons, J
(v) Operate heating and Cooling equipment to maintain
store temperature between 68'F and 74'F In the winter months
and between 72'F and 78'F In the summer months, subject to
contrary governmental regulations;
(vi) Keep the outside areas Immedlately adjoining the
demised premises clean and freo rrom snow and ice and not to
place <;>1' permit any rubbish. obstructions or merchanuls.' In
SUch areas;
(vii) Keep the demised premises (Including all
exterior surfaces and both sides o( all glass) clean, o,derly,
sanitary and free from objectionable odors and r,om Insects,
vermin and other pests;
(viii) Require Tenant's employees to park their cars
only In those portions of the parking area designated for the
purpose by Landlord. Tenant's ekecut.ive and/or delivery vehicles
shall not be subject to this clause.
(Ix) Keep Its display windows. InclUding window or
shadow boxes, In the demised oremlses, dressed and Illuminated
and Its signs and external llqhts well Ilgh~ed every day from
sundown until 10:00 P.M.; replace promptly at Tenant's OXpC"se
with glass of kind and quality equal to the original any plate
glass or window or door glass In the demised premises which may
become cracked or broken:
(x) Conduct Its buslne." In tho premises In all
respects In a dignified manner and In accordance with high
standards of store operation:
-umE..!.!ed 1n a non-discr iminatorv manner,j
(Xl) Comply WIth all reasonable rules and regUlations
of Landlord in effect at the time o( the execution o( this
Lease or at any time or times. and rrom time to time,
romul ated !u'...1andlor.\L.1which Landlord in Its sole discretion
shall deem necessary in connection with the demised premises,
the building of which demised premises are a part, or the
Shopping Center, inclUding the Installation of such (Ire
extinguiShers. water buckets and other sarety equipment as
Landlord may reasonably require; and
(xli) In the event any labor. materla,ls or eqUipment
are furnished to Tenant on the demised premises with respect to
which any mechanic's or materialman's lien might be (lied
against the demised premises. or against Landlord's Interest
therein. take appropriate action prior to the (urnishing
thereof to assure that no such lien will be (lied: and pay,
when due, all Slims of money that may become due rOt any such
labor, materials or equipment and to cause any such lien to be
(ully discharged and released prompt I}' upon receiving, not ice
thereof; and shall Inctenuli(y and save Landlord harmless from
any cost, loss or expense, Including reasonable attorney's
fees, reSUlting from the filing or such lien or Incurred by
Landlord In discharging the same should Tenant fall to do so
promptly. Nothing in this Lease Is Intended to authorize
Tenant to do so or cause any work or labor to be done, or any
materials to be supplied (or the aocount or benerit or
Landlord, all or the same to be solely f~r Tenant's aCCOUnt and
bene(lt and at Tenant's sole risk and expense,
- 18 -
4)
ARTICLE XIV
NEGATIVE COVENANTS OF TENANT
SECTION 1401.
Tenant shall not do any of the rOllowlng withoUt the
prior oonsent In writing of Landlord, which CQn8ent shall not be
unreasonably withhold/
(i) U8e or operate any machinery that, In Landlord's
opinion, Is harmrul to the building or d'sturblng to oth~r
tenanto In the bUilding of which the demised premlse8 Is a
part, nor shall Tenant use any loud speakers. teleVisions.
phonographs, radios or other devices In a manner so as to be
heard or seen outside of the demised premises. nor display
merchandise on the exterior or the demised premises elthe, ror
sale or for promptlonal purposes;
(II) Do or suffer to be done. any act. matter or
thing objectionable to the fire Insuraoce companies whereby the
fire In8urance or any other Insurance now in force or herearter
to be placed on the demised premises or any part thereor, or on
the bulldlllg of Which the demised premises may be a part, shall
become void or 8Uspended. or whe'e~y the same shall be rated as
a more hazardouu risk than at the date when Tenant receives
posseaslon hereunder. In case or a breach or this covenant. In
addition to all other remedies of Landlord hereunder, ~enant
agree8 to pay to Landlord as additional rent any and all
increase or Increases or premiums on Insurance carried by
Landlord on the demised prernlses, the Shopping Center or any
part thereof, caused In any way by the cccupancy or Tenant;
(Ill) Attach any awning. antenna or other projection
to the roof or the outside walls of the demised premises or the
bUilding of which the demised premises are a part;
(Iv) Conduct any auction, fire. bankruptcy. or
selling-out sale on or about the demised premises;
(v) Be open ror buslne"s on any Sunday unless the
Mall Is opened and operated by Landlord;
(vi) If Tenant Is a corporation, merge with another
entity or liquidate or dissolve; nor shall Control of said
corporation change or be affected by the transfer of stock
eXCept by reason of death of a Shareholder (except as 8et forth
in Section 2101)/
(VII~ ~1I~el!te.F dellvr.F aRr'.eel!ri~ntr.:~tt OR ap.)'
trade fllltures aF ather preperty ~-t>fa" \1.. d.m-~
,remises at aA~' t:imsJ AReI
(viii) Solicit business or distribute any handbills
or other advertising matter In the COlTVllon areas of the Shopping
Center;
Name.
(Ix) Operate under any name other than Tenant's Trade
Te..nt'. U.e or the deml.ed preml... for the Permitted Use .hall not In and
or (t..lr bo a breach or the foregoing cov.nant bl1t the for.gOlng .tatom.l1r
.ha1l not In any way bo deemed to account for renant'. actual manner or Operation.
- 19 -
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MTICLE xv
SIGNS
SECTION 1501.
Tenant shall not place, alter, exhibit, Inscribe.
paint or affix any sign, awning, canopy. advertisement, notice
or other lettering on anr part Of the outside of the demised
premises or of the build ng of which the demised p~eml~es Is a
part, or inside the demised premises i( visible rrom the
outside, nor paint any brick or stonework. cornice work. mill
work or iron work, without first obtaining Landlord's written
approval thereor: and Tenant further agrees to maintain such
sign, awnln'{. canopy, lettering, etc" as may be approved In
good condit on and repair at all times, and repair all damage
to the demised premises that Is caused by the Installation.
maintenance or removal of such signs, lettering, e~c. Tenant
shall comply with the sign speclrlcatlons attached hereto as
Exhlbl t "c" and made a part hereor.
AR1'ICLE XVI
RIGHTS OF LANDLORD
SECTION 1601. LSl1bJee' '0 'h....-pro;,llo .. 'he end 01 See'lon 201 A .hov..,
r Landlord reserves the following rights with respect to
the' demised premises: 1 during regular business hours (except"iiil
1.bg caS(l or tl" Qm('rQO~lCV) _--1
(I) At all reasonable tlmes\ by Itse.! or Its duly
authorized agents, employees and contractors to 90 upon a~d
inspect the demised premises and every part thereof, to e~force
or carry out the provisions of this Lease, at Its option to
make repairs, alterations and additions to the demIsed premises
or the bUilding of which the demised premises are a part, to
perform any defaulted obligation Tenant or ror any other
purposes; ~ltfin five: (5) months prior to the expiration
f fhr! J.ea~p T"'-O
(ill 0 Cl splay a "Foc Sale" sign at any tllne, an
also after notice from either party or Intention to terminate
this Lease. or at any time within five (51 months prior to the
expiration of this Lease. a ":01' Rent" sign. or both "For Rent"
and "POI' Sale" signs, and all of said signs shall be placed
upon such part of the demised premises as Landlord shall
require, except on display windows or doors leading Into the
demised premises. Prospective purchasers or tenants authrolzed
by Landlord may Inspect the premises at reasonable hours at aRY
't-itne; urln ra u ar us naSs Durn
(III) To install or place Upon, or afrlx to, the roof
and exterior walls of the demised premises equipment. sign..
displays, antenna. and any other object or structure or any
kind, provided the same shall not materially Impair the
structural Integrity of the building or Interrere With Tenant's
o-::oupancy;
- 20 -
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(iv) At any time and from time to time to make
alterations. or additions, to. and to build additional stories
on, the bUilding In which the premises are Contained, and to
build adjOining the same. Landlord also reserves the right to
COnstruct other or add to other bUildings or Improvements In
the Shopping c:enter. and to permit others to do so to do so.
from time to time: NotWithstanding anything to the contrary
Contained herein, Landlord shall make no improvements, alterations
or changes In the common area and/or the common racillties
which will materially interfere with access to or visibility
of the domis~d premises nor in any way materially Interrere
wi th Tenant's full 'use and enjoyment of the demised premise..
-~- dur'"9 reg~ businoss hours andl witJ'l'l'onant' 91
c..2.!!.!.E!.!!!.r.-.!L.~ other time _J
(v) To discontinue any and all raclllties furnished
Ind s~rvlces rendered by Landlord not expressly convenanted ror
herein, It being understood that they constitute no part of the
consideration for this Lease;
(vi) At any time and rrom time to time to use all or
Iny part of the roor and exterior walls or the demised premises
tor Iny purposes: to erect scafrolds, protective barrie,s and
other aids to construction on, around and about the exterior or
the domlsed premises, provided that access to tho demised ~:flS
premhes shall not be e.rrpletelY<9..enled; to enter the demised mnarl
premlses\to shore the roundatlons and/or walls thereof and/or a
to Insta 1, maintain, use, repait., Inspect and replace pipes,
ducts. conduits and wires leading through the demised premises
and serving other parts of the Shopping Center In locations
which do not materially Interfere with Tenant's use thereof.
Tenant further agrees that Londlord may make any usa it desires
of the side or rear walls or the demised premise". provided
that there shall be no encroachment upon the Interior of the
demised premises:
(vii) Ir an excavation shall be made or authorized to
be made upon land adjacent to the premises, Tenant shall arrord
to the person causing or authrolzed to cause such excavation
. license to enter ul'.9.n the..12.[.!!(llises, (or the purpose or doing
such wo"k as Landlor<l'S'hilll dllem necersary to preserve ,he ...all
or the building of which the premises (orm a part from injury
or damage and to support the same by ,roper roundatlons.
without any claim for damages or inde~llif!ca"lon agains"
Landlord or diminution or abatement or renr;
(viii) Landlord shall not be liable in any such case
for any Inconvenience, disturbance, loss of business or any
other annoyance arising from the exercise of any or all or the
rights of Landlord In this Section 1601;
(Ix) The purpose or the plan hereto annexed as
Exhibit "A" Is solely to show the approximate location of the
demised premises. Landlord hereby reserves the right at any
time and from time to time to make changes or revisions In such
plan, Including, but not limited to. additions to. Subtractions
from, Ind/or relocations or rearrangements of, the buildings,
parking areas, and other Common Areas shown on such plan:
provided only that the size of the demised premises, and
reasonable access thereto shall not be substantially impalre~:
(x) Landlord reserves the right to sever the
ownership or or title to the various sections or the Shopping
Center and/or to place separate mortgages on said sections or
the Shopping Center and/or to place separate mortgages on said
sections, In which case the right of Tenant and other tenants
in the Shopping Center will be preserved by a written
declaration or agreement. to be executed by Landlord and duly
recorded, creating mutual. reciprocal and Interdependent rights
to use the parking and other common areas and the utilities and
facilities needed for the full use and enjoyment of the demised
premises by Tenant and other tenants or occupants In the
shopping Center without ImpairIng any of the duties and
obligations or Landlord to Tenant under this Lease. Tenant
shall execu~e from time to time. such Instruments reasonably
requ redlby Landlord and Its mortgagee to effectuate the
provisions or, the Section 1601(x); and .
(xl) If during the last month of the term of this
Lease or any rene'.al or extension thereof. Tenant shall have
but not more than twiCOl
In !ny one lease Yaar__J
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- 21 -
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removed all or substantially all of Tenant's propertr from the
demlsed premlses, I,andlord may, prior to the explrat on or
termination of the term or thlo Lease. without releasing Tenant
from any :>f Tenant's obligations pursuant to this Lease,
. inoludlng, without limitation, Tenant's obligations to repair
and restore the demised premises and to pay the full rent and
other sums due hereunder, Immediately ente, upon the demised
premhes and alter. renovate and decorate th9 same.
S.. Pase 22A
ARTICLE XVII
DAMAGE TO PREIIISES
SECTION 1701.
If the demises premises sholl be damaged by fire or
other Insured casualty. not due to Tenant's negligence, but are
not thereby rendered untenantable In Whole or In part. Landlord
shall promptly at Its own expense cause such damage to be
repaired, and the minimum annual rent shall not be abated. If
by reason of any such occurrence, the demised premises shall be
rendered untenantable only In port. Landlord shall promptly at
its own eKpense cause the damage to be repaired, and the
minimum rent meanwhile shall be abated propo,tlonately as to
the portion of the demised premises rendered untenantable, !r
the demised premises shall be rendered Wholly untenantable by
reason of such occurrence, the Landlord shall promptly at Its
own expense cause such damage to be repaired. ar.d the minimum
rent meanwhile shall be abated In whole, provided, howe'/er,
that Landlord shall have the right, to be eKerclsed by notice
in writing delivered to Tenant within siKty (60) days from and
after said occurrence, to elect not to reconstruct the
destroyed premises. and In such eVent this Lease and the
tenancy hereby created shall cease as or the date of said
occurrence, the rent to be adjusted as of such date.
Landlord's obligations hereunder shall be limited to the
bUilding shell and work originally done by Landlord at
Landlord's cost.
P,~TICLE XVIII
INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE
SECTION 1801,
Tenant will Indemnify Landlord and save It harmless
from and against any and all claims, actions, damages,
liability and expense In connection with loss or life. personal
injury and/or damage to property occurring In or about, or
arising from or out of, the demised p,emlses and adjacent
sidewalks and loading platforms or areas or occasioned wholly
or In part by any act or omission of Tenant. Its agents.
oontractors, Oustomers or' employees, Tenant shall keep In
force at Its own expense public liability Insurance In
companies at all times acceptable to Landlord sufficient to
!lover such Indemnification and naming as Insureds Landlord,
"gent and Tenant, (and, upon request, any other party named by
Landlord) and containing an express waiver of any right of
SUbrogation against Landlord and other named Insureds
designated by Landlord, with minimum limits of Five Hundted
Thousand Dollars ($500,000) on account of personal Injuries to
or death of one person, and One Million Dollars ($1.000.000) on
aacoUnt of perSonal Injuries to or death of more than one
Landlord will indemnify Tenant and saVe it harmless rrom
and against any and all claims, actions, damages, liability
and eKpense in connect.lon with loss of life, personal injury
anelloI' damaqe t.o property occu rr ing I n or about. or Ql' isi ng
from or out of, the common areas and other aroas for which
Landlord maintains primary responSibility or occasioned wholly
or in part by any act Or omission of Landlord, Its agents,
em 10 e09 pr contrnctors.
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person as the result of anyone accident or disaster, and Five
Hundred Thousand Dollars ($500,000) on .ccount or damage to
proferty, and Tensnt will further deposit the policy or
pol ollIS of such InsurarlC9, or certiflc.tes thereor. with
Landlord with evidence of payment or premium at all times
commencing with the date Tenant first enters upon the demised
premises for any purpose. Each polley shall provide against
cancellation without twenty (20) days' prior written notice to
the named Insureds. Landlord may require Increased Insurance
. limits if appropriate for similar operations In the area of the
Shopping Center at any time.
MTICLE XIX
WAIVER Of CLAIMS
SECTION 1901. ,xcopC7or'the n~gllgonco of Landlord, its I
. a ant.s, em 10 ee.~ or contractors, --.J
~ndlord and Landlord's agents. ~mployees and
contractors shall not be liable for. and Tenant hereby releases
all claims for, damage to person or property SUstained by
Tenant or any person claiming through Tenant resulting from any
theft, fire, accident. occurrence or condition In or upon the
demised premises or building of which they shall be a part.
InclUding. but not limited to such claims ror damage resulting
from (i) any derect In or failure or plwroing, h~atlng or
air-conditioning equipment. electric witlng or Installation
thereof. woter pipes. stairs, railings Ot walks: (II) any
equipment or appurtenances becoming out or repair: (III) the
bursting. leaking or running or any tank, washstand, Water
closet. waste ploe. drain or any other olpe or tanK In, upon or
about such buildIng or premises: (Iv) the bocklng up of any
sewer pipe or downspout; (v) the escape of steam or hot water;
(vi) water. snow, or Ice being upon or coming through the roor
or any other place upon or near such building or premises or
otherwise; (vii) the failing or ony rlx:ute. plaster or stucco;
(viii) broken glass; and (Ix) any act Ot omission of co-tenants
or other occupants of said building or or adjoining or
contiguous property or bulldlngs,_____
SECTION 1902.
In the event the demised premises or it; contents are
damaged or destroyed by fire or other Insured casualty. thl'
rights, if any. of either party hereto against the other with
respect to such damage or destruction are waived; and all
policies or fire and/or extended coverage or other Insurance
covering the demised premises or its contents shall contain a
clause or endorsement providing in substance that the Insurance
shall not be prejUdiced If the insureds have waived the right
of recovery rrom any person or persons prior to the date and
time of Iou or damage, if any.
ARTICLE XX
TRADE flXTlJRES
SECTION 2001,
All trade fixtures Installed by Tenant In the leased
premises shall be new or completely reconditioned and remain
the property of Tenant and shall be removable at the expiration
or earlier termination of this Lease or any renewal or
Notwithstanding anything to the contrary oontalned herein, since
Landlord is providing Tenant with a 'Turnkey' store, Landlord
shall at all times be responsible for latont defects In Landlord's
construction and shall repair such defects and any damage caused
b such defects at Landlord's sole cost and expense.
. 23 -
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nnd I'rovJdud thnt tho pn1polllld yuhllUlHeC! tlr nS9Jj\nm,o "h/lll litH! thl! domtHl'd f1rcmlnes
111 accurclancl" with tho 11cnnlt tod URe and Rhnl1 hllvo n ll(l~orth (1(luol to that i)f
Ton8nt all of tho dat." heroof, t,alldlord shall not ~"ft8 . ")llhlHlld'Much conHunt.
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e.tenslon thereof, provldcd Tenant shall not at s~ch tlmc bo In
dof_wlt undcr any covenant or ag,eement contalnod .In this
Leasel _nd provided further, that In the event of suoh removal
Tenant shall promptly restore the ptemiseo to their original
order _nd condition. Any such trado fl.turcs not removed at or
prior to such termination shall be and become the property of
Landlord. All Improvements and flxtutes Installed by Tenant
other than trade fixtures, Including but not limited to,
heating equipment, lighting fixtures, air-conditioning
equipment, sto'e front, ceiling, wall treatment, HODI'
covering, plumbing and electrical systems alld fixtures, whether
or not Installed by Tenant, shall not be t.movable at or before
the expiration or ea,ller termination or this Lease or at the
expiration of any renewal or extension ttlcruof, and shall
becomc the propetty of Landlotd without any compensation
theretoI' to Tenant,
ARTICLE XXI
ASSIGNING, MORTGIIGING, SUBLETTING
SECTION 2101.
Tenant .hall not assign, mo'tgage, pledge or encumber
this Lease, In whole or In patt, or sublet the whole or any
part of the demised premises, 0' permit the use or tho whole or
any part of the demised prcmises by any licensee or
concessionaire, without first obtairdng the written consent of
Lan or, This prohibition shall be construed to Include a
prohibition against any assignment Ot subletting by operation
of law, In the event of any such assignment, subletting,
licensing or granting or a concession, made with the written
consent of the Landlord as aroresald, Tenant will nevertheless
remain liable for the porformance of all the terms, conditions,
and covenants of this Lease. Any petmltted assignment or
subletting shall be by agreement In form and content acceptable
to Landlord. If Tenant Is a corporation, and If control
thereof or of Its parent changes at any time during the term
hereof, Landlord, at Its option, may, by giving sixty (60) days
prior written notice to Tenant, declare such change a breach of
this . Landlord hercby consents to the assignment of this
Lease or the subletting of the demised premises to a whully
owned subsidiary of Tenanlti subject to the ~rovlslon. above
respecting continued llabi lty of Tenant an tile forM and
substance of the agreement, If any assignment or subletting
Involves a change of use, Landlord may condition Its approval,
Inter alia, upon a revision of the percentage rent rate as may
oe-ipproprlate for such different Use,
ARTICLE XXII
SUBORDINIITION
SECTION 2201.
This Lease, upon request by Landlord, shall be
automatically subject and subordinate to any and all
non-occupancy leases, mortgages or deeds of trust jcollectlvely
called "Mortgages") now or here\narter placed upon the Shopping
Center, or any part thereof, and to all future mOdifications,
conSOlidations, replacements, extensions and renewals of, and
all amendments and supplements to said Mortgages.
Notwithstanding such SUbordination, as aforesaid, this Lease,
ur to a"y pnrent cnrporatton or Rllbsldiarv r I
~;'l ~~~.~: I~I::\~~~ 11~~v~~~~:;~ ~~n~;1t I' lh. or, i 00 ror R~~~R~~r~n~u~~~~~~a~:~~ Id~rI hth~~'~;;~ ~~r~I~V r:81
Ilr tho dOlO lH'runr mul . I.' \llYn 11 nut worth oqunt tu or groRter thnn thAt of Tentm .-\
- 'lIt - 1J
ftKcept as otherwise hereinafter provided, shall not terminate
or be divested by foreclosure or other default proceedings
under IBid Mortgages or obligations secured thereby. and Tenant
ahall attorn to and recognize the Lessor, Mortgagee, Trustee or
the purchaser at the foreclosuro sale In the event of such
foreclo.ure or other default proceeding. as Tenant's Landlord
for the balance of the term of this Lease. subject to all of
the terms and provisions hereof. Such Lessor, Mortgagee or the
purchaser at said foreclosure sale shall not be:
(\ )
(i! )
Liable for any act or omission of Landlord:
Subject to any ofrsets or derenses Which Tenant
might have against Landlord;
Bound by any rent or additional rent which Tenant
may have paid to Landlord ror more than the
current month; and
(lIi)
(iv) Bound by any amendment or Modirlcatlon of this
Lea"e made without Its consent.
SECTION 2202,
SEE PAGE 25A
Il&I!w4-t-Mta"dln~ the 8tt.rMlent aqreE'meAts herel.....c-..s
set forth. the benerlciary or any such atfnL~.,. dgreements
may elect to declare sa' provisions to be nvll and
"oid and n' R&- and effect I prOVided, hOIJIVoflr,
. It<';;-p;;-~ e-W.
SECTION 2203.
u,ncl I,ancllorcll
Ten~ntlagree to execute. acknowledge and deliver any
and all documen~slrequired to efCeCluate the provisions of this
Article XXII. l!.!!!sooably I
SECTION 2204,
Tenant agrees to give any such Lessors, Mortgagees
and/or trust deed holders by registered mall a copy of any
notice of default served upon the Landlord. provided that prior
to such notice, Tenant has been notirled In writing (by way of
Notice of Assignment of Rents .nd Leases, or Otherwise) of the
address of suoh Lessors, Mortgagees and/or trust deed holders.
Tenant further agrees that If Landlord shall have failed to
cure such default within the time provided for In this Lease,
then such Lessors. Mortgagees and/or trust deed holders shall
have an additional 60 days within which to cure such derault or
If such default cannot he cured within that time. then such
additional time as may be necessary to cure such derault
(Including, but not limited to, commencement of foreclosure or
default proceedings, If necessary, to effect such cure) In
which event this Lease shall not be terminated while such
remedies are being so diligently pursued.
SECTION 2205.
In the event that Landlord. any mortgagee or proposed
mortgagee of the Shopping Center of which the demised premises
are a part, or any governmental or quasi-governmental body
contemplating the Issuance of or having issued obligations with
respect to the Shopping Center of which the demised premises
are a part or any part thereof (the "Authority"), or any of
their respec~ive counsel, shall deem Tenant to be a "principal
User" (within the meaning of Section 103(b)(6) of the Internal
Revenue Code of 1954, as amended (the "Code")) of any faclli ty
- 2S -
~
(thalator or which i. not, dTn~gectJ
~in 30 day. or i!,~E.'.L-.__ '___
(Ill) The tiling of a petlt:on by or Igalll.t 'renant-J
for adjudlcatloll as a bankrupt or IIl,solvellt, for It.
reorqahlzatlon or for the appointment or a receiver or trustee
of Tenant', propenYl an assignment by Tenant ror the benefit
of creditors: or the taking or possession of the rroperty of
Tenant by any governmental officer Or agency pursuant to
It.tutory authority ror the dl..olutlon or liquidation of
Tflllant;
(within 10 \lah1h arter noUeerrom l.and}ordJ
(Iv) Fal1u"e or TellAi'ittopay.... t=<r\l~ Inr~-
Installment or rent herounder or Iny other sum here n I'e'lui red
to be paid by Tenant:
;"...----
~ ....
(vI Vacation or de"ertlon or the demised premises or
permitting the same to be empty and unoccupied;
(vl) Tenant's removal or attempt to ".move, or
manifesting an Intention to romove Tenant's good. or property
from or OUt or the demised premises OtherWise thnn In the
ordlnarr and Usual course of business without haVing first paid
and sat .fled Landlord for all rent which may become due during
the entire term of thl. Lease;
(vii) Tenant's rallure to perronn anI' other Covenant
or condition of this I.ease within twenty (20) day. arter
written notice and demand. unless the failure Is of Such a
character as to require more than twenty (20) days to cure. in
Which event Tenont's failure to proceed diligently to cure such
failure shall constitute an eVent or default: and
(viii) Failure of Tenant to comply with Sect lOll 2701
hereOf.
ARTICLE XXXI
RIGHTS OF LANDLORD UPON DEFAUL1' B'{ TENANT
SECTION 3101,
In the event of OCcurrence of on eVent of default
hereunder:
(I) The ~hole rent for the balance of the term of
this Lease, as herelnarter computed, or allY part thereof, at
the Option of the Landlord, shnll Immediately, Without act or
notice, become due and payable as if by the term. of this Lease
the same were payable in advance; and
(II) Landlord may Immediately proceed to distrain.
collect or bring action for the whole rent or SUch part thereof
as aforesaid, as being rent In arrears. or may enter jUdgment
therefor In an amicable action as herein elsewhere prOvided for
In case of rent In arrears, or may rile a Proof of Claim In any
bankruptcy'or Insolvency proceedings for such rent. or Landlord
may Institute any Other proceedings. whether similar to the
foregoing or not, to enforce payment thereof,
SECTION 3102.
Rent for each )'ear for the balance of the term after
the hafpenlng ,of any event of default for the purpose of
comput ng the ~hole rent for the balance of the term of this
Lease Under Section 3101 and 3105 hereof chall be computed as
- 29 -
~
. ,
,"..-.......-
,
equal to the yearly average If the minimum and percent~ge rent
piYlble by Tenant pursuant. to Art Icle VI or this Lease for the
la't three (31 full lease years I~nedlately preceding said
evont of default, plus (the following herein referred to as
"Added Chug9l"1 Tenant', share or real estate taxes. dues to
the Merchant,' A,soclatlon, Insurance charges and costs of
operation of the Shopping Center and maintenance of the common
areas and facilities. payable for the currant applicable year,
If the amount of Added Charges for the current applicable year
are not then available, then Tenant's share or Added Charges
payable for the preceding year shall be used In the computation
of lnnusl rent, If leGS than throo (3) rull lease year" have
rreoeded the occurrence Dr said event or derault, then the
annual averoge of minimum and percentage rental the,etorore
required to be paid by Tenant shall be used In the computation
of aMual rent.
SECTION 3103,
As long as the whole rent or any part thereor as
aforesaid renlalns unpaid. the Landlord may. at any time
thereafter re-enter and re-possess the demised premises and any
part thereof and attempt to relet all or any part or such
demised premises for the account or Tenant for such rent and
upon such terms and to such persons. firms or corporations and
for such period or periods as Landlord. In Its sole discretion,
shall determine. Including the term beyond the termination of
this Lease, and Landlord shall not be required to accept any
tenant offered by Tenant or observe any Instr"ction given by
Tenant about such relettlng. or do any act or exercise any care
of diligence with respect to such relettlng or to the
mitigation of damages. For the purpose or such reletting.
Lsndlord may decorate or make repairs. changes, ~Iteratlcns or
additions In or to the demised premises to the extent deemed by
Landlord desirable or convenient, and the cost or such
decoration, repairs. changes. alterations or additions shall be
charged to and be payable by Tenant as additional rent
hereunder, as well as any reasonable brokerage and legal fees
expended by Landlord. and any "ums collected by Landlord from
any neW tenant obtained on aCcO\lnt of the Tenant shall be
oredlted against the balance of the rent due hereunder as
aforesaid, All of Landlord's rights hereunder shall be exorcised
in a commercially reasonable manner,
SEC1'ION 3104,
At any time aCter any event or derault shall occur and
remain uncured. Landlord, at Its option, may serve notice upon
Tenant that this Lease and the then unexpired term heroor shall
ceue and expire and become absolutely void on the date
specified In such notice, to be not less than,flve (S) ~~Cifteen I
after .the date of such notice, and thereupon. and at the 1151
expiration of the time limited in such notice this Lease and
the term hereor granted, as well as all of the right. title and
interest of the Tenant hereunder, shall'wholly cease and expire
and become void In the same manner and with the same force and
effect (except as to Tenant'. liability) as If the date rlxed
In auch notice were the dato herein specified ror expiration or
the term of this Lease. Thereupon, Tenant shall Immediately
quit and surrender to Landlot'd the demised premises. InclUding
any and all buildings and Improvements thereon. and Landlord
may enter Into and repossess the demised premises by summary
proceedings, detslner. ejectment or otherwise, and remove a I
occupants th~roof and, at Landlord's option, any property
thereon without being liable to Indictment, prosecution or
damages thereror, .
- 30 -
iJ
SECTION 3105.
In the event of termination of this Lease, at
Landlord's option. Tenant shall pay to Landlord all rental aod
other charges payable hereunder due and unpold to the date or
termination. -t-&<Je+lle.--wW>--l-\.~"B III a........._..n.
equal to twenty-five (25\) percent or_thl! h,lam.1Tof the rent
and Added Charges requJJ:jl" '9 b..-p;rra under this Lease rrom the
date of JAld ter'''!1I1rfTon to the end or the t..rm of this I.".se,
-. .~-li" ealOB ha~ben.~...ffi.a~'9d, the said rent ror the
balance of the term of this Lease and ~dded Charges to be
computed In the same manner as p,ovld..d In Section 3102
hereof, In the eVent any judgment has been entered aga Inst
Tenant for any amount In excess of the total amount ruqui,ed to
be paid by Tenant to Landlord hl,eunder, then the damage"
assessed under said judgment shall be ro-a"sessed and a c,edlt
granted to the extl!nt or said excess, The parties ~\CH>~s:::;:;:=-
acknowledge that the damages to which the Landlord~tlOd
In thll event of a broach of this Lease and "Idtion by
Landlord are not easily cDmputed subject to many
variable factors, The " ,orela have agreed to the
11~~e!~~D~~-nereln provided in order to avoId
exten '.gatlon In the event or default by Tenant and
~ -"''''<>ft-<H.....4,.h-ls I.e.se.
SECTION 3106,
Upon the occurrence oC any e~en: of de!a~l~, as
aroresald, then Landlord or any person acting under ~.n~:ord:
(I) May ente, the premises .~d without rurther de~a~d.
proceed by distress and sale or \he goeds there round 10 Ie',,.
the rent. all other charges herein payabl.. as rent. and all
COBts and officers' commissions. Incl'Jding watchmen's wa,es,
and further Including the rive (5\) percent chargeable by the
AOt of Assembly to Landlord. Shall be paid by the Tp.nant, and
that, In such case, all costs. officers' commissions and other
charges shall Immecllately attach and become a part or the clairn
of said Landlord rOt rent. and any tender or rent Without said
costs made after the Issue or a warrant or distress shall not
be eurflclent to satisfy the claim or said Landlord. Tenant
hereby expressly w&lves the benerlt or all laws now made or
that may hereafter be made regarding any limitation In which
distress Is to be made after removal of goods, Tenant waives
In favor of Landlord all rights under the Act of Assembly of
April 6. 1951. P,L,69 Art, V.. See, 501, and all supplements
and amendments thereto that have been or may he,earter be
passed, and authorizes the sale of Bny goods dlst,alned ror
rent at any time after rive (5) days rrom said distraint
without any appraisement and/or condemnation thereor; and/or
(II) May re-enter and repossess the demised p,emls.s.
breaking open locked doors, Ir necessary. and may use as much
force as necessary to efrect such entrance without being liable
to any action or prosecution ror such entry or the manner
thereor, nor shall Landlord be lioble for the loss of any
property Upon the premises.
SECTION 3107,
If proceedings shall be commenced by Landlord to
recover possession under the Acts or Assembly, either at the
end of a ter~ or upon the occurrence of any event of derault.
Tenant expressly waives all rights to notice In excess of five
(5) days required by any Act of Assembly: Including the Act of
- 31 -
" ..~ \ \,
~
~
December 14. 1863, the Act or Apr II 3, 1830 and/or the Act or
April t, 1951. and agrees that In either or any such cose five
(5) days' notice shall be 6uHlclent, Without limitation of or
by the foregoing. the Tenant hereby wolves any ond a II demands,
notices of Intention ond notices or action or proceedings which
mal' be required by law to be given or taken prior to ony entry
or re-entry by sununory procoedlngs, ejectment or othe,wlse. by
Landlord. e~cept as herelnboro,e expresBly provided with
fespect to the five (5) dol'S' notice and provided rurther that
this shall not be const,ued as a waiver by Tenant of any
notices to which this I.eoso oxpressly provides Tenant is
entitled.
SECTION 3108,
In the event or a termination or this Lense, prior to
the date or expiration herein originally rlxed, whet he, by
reason of service of a notice as provided horein terminating
this llease Or by reason o( entry or re...entry. summary
proceedings. sjectment 0' other or law, Tenant hereby waives
all right to recover or regain po"sesslon of the demised
premises, to save rorfelture by payrnent of rent due or by other
performance of the conditions, terms or pt'ovisionll hereof, H
such termination occurred by roason of any rallure In
performance hereor, and without limitation or 0' by the
foregoing. Tenant waive" all right to reinstate or rodeem this
Lease notwithstanding any provls!ons or any Statute, law or
decision now or hereafter in force or effect. and Tenant waives
all right to ony second or furthor tr ial In sUMmar'l
proceedings. ejectment or in any othe~ ac~ion prcvi~ed by any
st.atute or decision now or hereafter 1n force or e!f~c~,
SECTION 3109,
The words "entry" and "re-entry" as used In this Lease
shall not be deemed restt'lcted to their technlca: legal meaning,
SECTION 3110,
\,'nt~ci~HorYl
In the event of a breach orlthrea~ene~ breach
Tenant of any of the agreements, conditions, covenants
bereof. Landlord shall hove the right of Injunction to
the same and the right to invoke any remedy allowed by
In equity whether or not other remedies, Indemnity or
reimbursements are he,eln provided, The rights and remedies
given to Landlord In this Lease are distinct. separate and
cumulative remedies, ond that no one of them whether or not
exercised by I.ondlord. shall be deemed to be In exclusion or
any or the others,
by
or terms
restrain
law or
SECTION 3111.
If rent or any charges he,eby reserved as rent. or
liquidated damoges. ot' any other sum payable hereunder, shall
remain unpaid when the same ought to be paid. Tenant hereby
empowers any prothonotary or attorney of any court of record to
appear for Tenant In any and all actions which may be brought
for rent, liquidated damages or other charges or expenses
agreed to be paid by Tenant hereunder and to sign for Tenant an
agreement for entering Into any competent court and amicable
action or actions ror the recovery or rent, liquidated damages
or other charges or expenses, and In s~ld suits or In said
amicable action or actions to conress judgment against Tenant
for all or any part of the rent including, at Landlord's
option. the rent for the entire unexpired balance of the term
- 32 -
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Landlord other than his or Its Interest In the Shopping Center
sha11 be arfected by reason of any liability which said
Landlord or succeszor In Interest may have under this Lease,
If there shall be more than one tenant. they shall all be bound
jOintly and severally by the terms. covenants. and agreements
herein and the word "Tenant" shall be deemed and taken to mean
eaoh and every person or party mentioned as a Tenant herein. bo
the same one or mo~ei ann If there shall be more than one
Tenant, any notloe required or petmltted by the terms or this
Lease may be given by or to anyone theroor and shall have the
same force and effect as If given by or to all thereor, No
~19hts, however. shall Inure to the benerlt or any assignee or
Tenant unless the assignment to such acslgnee has been approved
by Landlord In writing as aroresaid.
K~avltz Properties. Inc, Is acting as Agent only and
shall not In any event be held liable to the Landlord or to
Tenant for the fulfillment or non-rulflllment of any of the
terms, COVer\ants or conditions of this Lease or for allY action
or proceedings that may be taken by Landlo,d against Tenant. or
by Tenant against Landlord Including. but not limited to. any
ouch action arising out or. In connection with or In any manner
relating to. the pe~formance or non-performance ~y Agent or any
aot pursuant to Landlord's direction, Any waive, of L.ndlord's
liability hereunder. Including, but not limited to, any ~'alver
of subrogation rights, shall apply with equal rorce and effect
to such Agent.
ARTICLE XXXIV
SCOPE AND INTERPRETATION Of THE AGREEm::;r
SECTION 3401.
This Lease shall be considered to be the only
agreement between the parties hereto pertaining to the demised
premises. All negotiations and oral agreements acceptable to
both parties are Included herein, The laws or the COlM1on~'ealth
of Pennsylvania shall govern the validity. Interpretation,
pe~formance and enforcement of this Lease,
, SECTION 3402,
In the event that any law, decision, rule or
~egulatlon or any governmental body having jurisdiction shall
have the effect of limiting ror any period of time the amount
of rent or other charges payable by Tenant to any amount less
than that otherwise provided pursuant to this Lease. the
following amounts shall nevertheless be payable by Tenant: (a)
throughout such period or limitation, Tenant shall remain
liable for the maximum amount of rent and other charges which
are legally payable (without regard to any limitation to the
amount thereof expressed In this Lease except that all amounts
payablo by ~eason of this Section 3402 shall not in the
aggregate exceed the total of all amounts which would otherwise
be payable by Tenant pUrsuant to the term. of this Lease ror
the period of limitation). (b) at the termination of such
period of limitation. Tenant shall pay to Landlord o~ Agent. as
the case may be. on demand but only to the extent legally
collectible by Landlord or Agent. any amounts which would have
been due from the Tenant du~lng the period of limitation but
which were not paid because of such limiting law. decision.
rule Or regulation. and (c) for the ~emainlng term of this
Lease following the period of limitation.. Tenant shall pay to
- 35 -
4/
4, I I
EXHIBIT 'B'
1. L~NDLORO'S WORX
exoept as otherwise provided In this Exhibit 'B", Landlord,
at Its own oost and expense, has constructed or will construct
tho following, all of which are heroin collectively rererred to
as 'Landlord1s Work',
A, Building of Which Demised Premises Shall Form a Part,
The building of which the demised promises forms a
part (herein rererred to as the 'Building") shall be constructed
(to the OKtent not now existing) In accordance with the
following criteria,
1. Structure, The structural frame InclllCllng
oolumn., beams, jo.sts and roof will be, at Londlord's option,
\)f steel, concrete and such other non-combustible material as
may be specifIed by Landlord'. architect.
2. Roof, The roof will be or a bonded type
oonstructlon Insulated to prOVide a 'U" factor of 0.09.
3. Exterior Walls. The exterior walls wlll be of
masonry, prefabricated panels or Buch other material Or
materials as may be specified by Landlord's architect,
4, Interior Faces, The exposed Interior race or
exterior walls will be of masonry, wallboard or such other
material or malerials as may be specified by Landlord's
~rchltect.
B. Common Are~s.
Landlord shall construct Inside and outside the
Building certain Common Areas, limited to the fOllowing,
1. Outside Common Areas, The Common Areas ouside the
Building will Include hard surface and striped parking lots,
access roads, directional, parking and traffic signs, a storm
drainage system, delivery areas, walks, lighting, landscaping
and planting and such other areas, facilities ono buildings, as
determined by Landlord, as are used In the maintenance and
operation of the Shopping Center,
2, Inside Common Areas. The Common Area Inside the
Building will Include an enclosed, heated and air-conditioned,
lighted and sprlnklered mall with courts, lighted and
sprlnklered service and exit corridors, stairs or ramps and
such other facilities, as determined by Landlord, as are used
In the maintenance and operation of the Shopping Center,
C. Work Within Tenant's Space,
Landlord'. Work with regard to the demised premises
Shall be limited to the following (to the extent not now
existing) ,
1. Demising Walls, The demising walls or domlslng
studs whloh separate the demised preml~es from other tenant
areas and Common Areas will extend from the finished floor to
the underside of the roof deck. Unless requlre~ by applicable
law to oonstruct,demlslng walls for fire corridors and emergency
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.xlts or unfinished masonry block, Landlord will fUrnish metal
Ituds on whloh Tenant shell place demising walls In accordance
with Article II, Section 8,
2. Floors. The floors within the demised premls.s
will bs ooncrete with a troweled finish Installed at an
elevation selected by Landlord, Tenant shall pay Landlord the
sum of $1,75 per square foot or floor area In the demised
premises as reimbursement for the Installation of the floor
olab. If Tenant shall have notified Landlord In writing at or
before the execution of this Lease and Ir at such time the
ooncrete floor slab has not been poured f.or the demised
preml.es, and provided and so long as tho delay In pouring such
ooncrete floor slab will not interrere with and/or delay
comrletlon of Landlord's Work or any portion thereof, the slab
wl1 not be poured untll t.he Tenant's contractor has completed
Tenant's underground utility work, After the concrete floor
.lab Is poured, Landlord In no event "hall be responsible for
any subsequent underground work or removal and/or replacing of
the concrete floor Blab, In the event Tenant deems it
nece.s.ry to remOVe and/or replace such floor slab, such work
shall be done by Tenant at Tenant'. own cost and expense,
3, Doors, One hollow metal service door with
dimensions of 3'0" by 7'0" will be provided at the location
Bhown In .nd 1'1 accordance with "Landlord's Design Criteria"
(as defined In Article III of this Exhibit "8"), Tenant, at
Tenant's own cost end expence, will provide and install all
panic hardware, lockset and closer. No door will be provided
by Landlord In any store which has a depth of 50 feet or less
or an area of 1,200 square feet or less,
4, Landlord's Optional Work, At Its option, Landlord
may provide at Tenant's cost and expense. neutral vertical
material between each store on the mall side of the demising
partition, and/or a horizontal neutral strip as shown on
Landlord's Plans, above the store front limiting the height
thereor,
D, Utility Services in Demised Premises,
1. Utility Lines, Landlord, Its agents, employees
and contractors, and any utility company which furnishes
utilities to the demised premises and/or the Shopping Center,
shall have the right to run utility lines, pipes, conduits or
duot work, where necessary or desirable, through ceiling space,
oolumn space or other parts of the demised premises and to
repair, alter, replace or remove the same In a manner Which
does not unreasonably Interfere with Tenant's use or the
demised premi.es,
2, Eleotrlc Service, Electric will be available for
the demised preml6es at Landlord's bus ducts at a location
designated by Landlord pursuant to the procedures set forth In
Landlord's Design Criteria. Electric service characteristics
will be 277/480 volts, 3 phase, 4 wire, 60 hert.z. Landlord
will provide between the demised premises and the closest
service corridor an empty conduit unless the demised premises
abut a servloe oorrldor, in Which case Tenant sh.ll provide the
conduit, Tenant will provide bus plugs with fuses, the conduit
and feeder bet,ween the bus duct and the 'demised premises, and
oheok metering within the demised premises and will extend
oondult within the demised premises to Tenant's distribution system.
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Tenant's dlotrlbutlon factlltleo within the domloed premlseo
shall conslot of all necessary switches, conductors,
trsnoformoro and control. In addition to Tenant'o normal
lighting and power devices. The Inotallatlon by "enant of all
electrical facilities shall conform to Landlord'. Deolgn
Criteria and to the National Electric COde, and meet the
requlremento of the Landlord's rlre underwriter and local
governmental authorities, All moterial and fixtures shall be
new and carry UL labelo, Any existing electrical facIlities
muot be changed to conrorm with the above roqulrements and
Landlo,d's De.ign Criteria to enable' electricity to be provided
by Landlord,
3, Water Service. Landlord will provide a branch
water line, with shutorf valve, of not lens than 3/4 inch to a
point In the demised premises designated by Landlord, Any
Increase In the size of water s~rvlce required by Tenant which
necessitates a branch water line larger than such 3/4 Inch line
will be furnlshod, at Tenant's expense, upon written request or
Tenant. Any existing water raclllties must be changed to
conform with Landlord's Design Criteria to enable water to be
provided by Landlord.
4, Gas Service, Gas service will not be available.
5, Sanitary Se,'er Service, Landlord will stub a
plugged 4" sanitary outlet, at floor level at . location
selected by tho Landlord, to which Tenant will connect In
accordance with Landlord's Design Criteria, notwithstanding
current lacllltles which m.y exist,
6, Sprinkler ~laln Servlco, Landlord will p[ovide a
sprinkler bulk main with capped outlets to the demised premises
at a location determined by Landlord and sized to accommodate
sprinkler coverage required by Factory Mutual. Landlerd will
deliver to Tenant a plan Showing the bulk main and capped
outlet In the demised premises and Tenant will Install all
piping and other sprinkler work, Including feed main, cross
main, branch line, riser nipples, drop sprinklers and heads to
provide a complete sprinkler system In accordance with
Landlord's Design Criteria and sprinkler working drawings,
prepared by Tenant's contractor, and approved by Factory ~Iutual
and all authorltle. having juriSdiction,
7, Heating and Air Conditioning System, Landlord
will provide and Install a medium pressure, constant
temperature all' supply main at a location designated by
Landlord to supply cooling and ventilation all' for Tenant's
premises and, at Tenant's expense, a medium pressure, variable
air volume t.rmlnal complete with system powered thermostat ror
varlable all' volume terminal control. The Installation of all
ductwork, electric heating with contrOls, diffusers, return all'
registers and other meohardcal apparatus related thereto
required by Tenant's HVAC syotem shall be provided by Tenant,
at its cost and expense, and all such work shall be designed
and installed in accordance with Landlord's Design Criteria and
Landlord's HVAC Plan, notWithstanding current facilities which
may exist, .
8. Telephone Service, Landlord will provide central
telephone locations as deolgnated by Landlord. Tenant will
make Its own arrangements with the telephone company for
telephone oervlce and will lnotall a conduit from Landlord'o
designated telephone location to the demised premloes ao may be
required, notwithstanding current facllltleo whloh may exist.
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II. TENflNT' S WORK
Notwithstanding the present facilities In the demised
premise. ftnd the present condition and .tate or repair or the
demised premise., all work set forth In this Article II and all
other work not specifically designated as Landlord'. Work by
flrtlcle I vhlch Is necessary to complete the demised premises
In accordance with Tenant's Final plans and Landlord's Design
Criteria and which I. necessary ror the demised premls.s to
conform thereto and to all current requirements of all
governmentel authorities having jurisdiction (Including,
without Ilmltat.lon, emergency lights, rewiring, alorms and
eMtlngulshers) and to be ready to open rDr business with the
publlo by the commencement date, In the manner set forth In the
Lease, shall be done by Tenant at Tenant's own cost and at
eMpense. All such work which is not speclrlcally designated as
Landlord's Work In herein collectively ,ererred to as "Tenant's
Work".
fl. Demised Premises.
The store shall be designed and Installed In
accordance with Landlord's Design Criteria, the requirements of
Landlord's fire underwriter and the current requirements of any
governmental authority having jurisdiction over the project,
Tenant.'s store front shall conform to the design orlterla as
established by Landlord's architect and set forth In Landlord's
Design Criteria. The store shall have a customer entrance not
to eMceed 10'0" 111 l,elght. Tenant shall not Install Its
finished ceiling above 11'0" In height, The design, character
and materials of the store front and all aspects of the design
snd construction of the Interior of the demised premises shall
be subject to the approval or the Landlord. All eMposed metal
flashing, doors, and trim are to be permanodlc or dursnodlc
finish or equal In standard, Open grills are to meet the same
reaulrements, A herd dry surface at the bottom 6" of the store
front construction Shall be provided by Tenant. This material
shall be non-absorbent (wood or other porous materials are not
aoceptable). The sign background and finish Is subject to
Landlord's approval, Open grills wider than 12' are to be
motorized. In the event the demised premises have a side wall
abutting a mall entrance or side mall, Tenant shall Incorporate
Into the design of such wall one or more of (a) entrance to the
premises and (b) see-through display storefront, and (c) shadow
box merchandise display, Tenant may not IMtall a me7.Zanlne
without Landlord's approval. Tenant shall not eMceed a floor
load capability of 200 pounds per square foot.
B, Sales flrea,
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The floor slab shall be covered with floor rlnlsh
materials approved by Landlord, Carpeting shall be flame
resistant. Ceilings shall be constructed of 24" X 4B" acoustic
tlla, one (1) hour fire rated, on eMposed met.l T bar grid
system or such other fire rated material as approved by
Landlord, Demising walla shall eM tend to the underside of the
roof deck and shall be constructed of sheet rook In accordance
with applicable state and local laws and ordinances and the
regulations of Landlord's fire underwriter, but In no event
lsss than 5/B" sheet rock taped and spackled. fill masonry
walls and partitions shall be furred out sheet rock, of the
aforesaid thickness, taped and spackled, Those partitions
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dIvIding aales area from non-sales area which cOlltaln no
ceilIng shall bs carried to the underside of roof deck on both
sides. All concealed rramlng above ceilings or soffits shall
be mode or steel studs or other fire retardant materials In
accordance with Landlord's Design Criteria. Certain etore
fronts or side corridor fronts as shown on Landlord'e Floor and
Structural Plans may be deslgn.ted by the appllc.ble rlre
marshall to carry fire extinguisher cabl.ets recessed Into
their walls. All NAN occupancy Tenants (as defined by ths
Pennsylvania Depa,tment or I.abor and Industry) must provide
partitions and ceilings with two (2) hour firs rating.
C. Stock Room, Service and Other Non-Sales ^reas,
The concrete 0001' slah, Ir left exposed, must be
sealed with a sealant approved by Landlord's architect, If the
ooncrete floor slab Ie covered, the provisions relating to
floor finish material. ror the sales area shall apply,
Pellmeter walls shall be of either exposed masonry or drywall
and taped. Rear walls shall be Insulated In accordance with
Landlord's Design Criteria,
D, Toilet Rooms,
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The floors shall have non-porous floor covering over
the concrete floor slab, ^ll walls and ceilings shall ue of
drywall, taped and spackled.
E, Painting and Decorating,
Exposed walls shall have a minimum two coat finish and
all wood paneling a minimum of one sealer coat. The walls and
ceiling of. the toilet room shall have tw.:> coat semi-gloss
enamel finish, The stock room and service areas may be left
unfinished,
", Utility Work by Tenant,
1. Electrical. The Installation by Tenant of all
electrical facilities shall conform to Landlord's Design
Criteria (to the additional electrical Information supplied by
Landlord to Tenant as set forth In the electrical load data
portion by Landlord's Design Criteria) and to the National
Electric Code, and meet the requirements of the Landlord's fire
underwriter and all other local, state or federal governmental
authorities, All material and fixtures shall be new and carry
UL labels, Any transformer necessary to reduce the voltage
supplied to levels acceptable for Tenant shall be provided by
Tenant at Its expense, Circuits must Include D time clock
contrOlling sign and store front Illumination and separate
circuits for night lighting and exit signs. Emergency lights
sball be provided by Tenant, Tenant shall provide a buzzer
call system at service door entrance or from a common corridor
entrance, as required by Landlord, Tenant's work drawings (as
referred to In Article III) shall Indicate the circuits showing
connections to alarm, television. IIV^C or other special
olrcults.
2. Plumbing, Tenant shall Install underslab drain
and soil lines t.o Landlord's soil Une 'at the point of entry
selected by Landlord. Requirements grester than that provided
by l,andlord must be shown on Tenant's working drawings and will
be made at Tenant's expense. Tenant shall be responsible for
the Installation of a water meter to service water line
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inst.lled by Landlord at a point designated by Landlord,
T.nant ahall provide a minimum of one oloee-coupled water
olQtet, on. lavatory, and one ehoctrlc hot watH heater, All
of the aforeeald shall be In Iccordance with Lendlord'e Design
Criteria,
Q, Fire Protection,
All tenant spaces mu.t carry the approved fire
extinguishers roqulred by governmental authorities. Tenant, at
Tenant's own cost and expense, shall wrap all oolumns within
the demised premises from the floor to the underside of the
roof deok with one hour fire rated materials, Tenant shall
Install all sprinkler pipes, feed mains, cross mains, nipples,
drop heads, etc. from the capped outlets on Landlord's bulk
main,
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II, Meohanloal Systems.
Tenant shall design and, at Its sole cost and expense,
Install a complete air-conditioning distribution syatem, In
addition, Tenant may, at Its option, Install an electrlo
heating system, Such systems shall be designed and Installed
In accordanoe with Landlord's RVAC Plans and Landlord's Design
Criteria, at the location theroror speclUed on Landlord's HVAC
"lan, If Tenant Is required to Install a rooftop IIVAC system,
Tenant will reimburse L~ndlord for providing additional rooftop
structural eupports, Tenant shall provide an exhaust fan of
adequate oapaclty for each toilet room and such other
ventilating equipment as may be required, The design and
looatlon of exhaust systems shall be approved by Landlord prior
to installation,
I. Signs.
All signs shall oonform to the standards as set forth
In Exhibit .C",
J, Roof Penetrations,
Tenant shall submit for approval of Landlord's
arohltect In the working drawing phase, d,awlngs showing III
roof penetrations for speolal vents and equipment. All roof
openings, relnforolng, ourb work and flashing and repairs to
the roof required by Tenant's Installations shall be performed
by Landlord's oontractor, at Tenant's expense, Tenant shall
pay all oosts for the opening of the roof and for any special
vents required by Tenant.
It, Insuranoe.
1. All Risk Insuranoe, In addition to, and not In
lieu of the other polloles of Insurance required by this Lease,
at all times during the period oommenclng with the start of
construotlon of Tenant's Work and terminating on the date of
the aoceptance by Landlord of 1'enant's Work as being oompleted
In aooordanco with the provisions of this Exhibit "8" (suoh
period Is herein referred to as "Tenant's Construction
Period"" Tenant, at Its own cost and expense, shall maintain
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In .ffec~ with e respons.ble Insuranoe oompany approved by
Lendlord,. e po.\lcy 0/ 'All Risk" Builder', Risk Insurance In
the stendard Pennsylvanle form. SaId Insurance shall cover the
full replaoement value of all work done or to be done and all
fixture. and equipment In.tallled or to be Installed at the
deml.ed prelOlseo by Tenant, without co-Insurance and without
any deductible olau.e,
2, Workman'. Compensation, At all tlmos during
Tenant'. Construction Period, Tenant's contractors end
subcontractor. shall maintain In er/ect Workman's compensation
In.urance as required by the laws of the state In which the
Shopping Center 1. located,
3, Adjustment or Loss. Any loss occurring dur Ing
Tenant's construction Period shall be adju"ted with I.andlord
and the proceeds shall be payable to Landlord, In trust, for
the purpose of repair or reconstruction, Itepalr and/or
roconstructlon of all or any portion of Tenant's Work damaged
or dentroy.d by any casualty occurr Ing dur Ing Tenant's
Construction Period shall be commenced by Tenant as soon as
possible after such casualty, provided that If all or any
portion of Landlord's Work Is al"o damag~d or destroyed by such
casualty, Landlord shall notify Tenant when repolrs 0,
reconstruction of Landlord's Work Is substantiolly completed
and, within f1!teen (15) days arter receipt of such notice
Tenant sha~l diligently pursue such repair and/or construction
to completion.
4, Insurance Provisions. All volldes of Insurance,
eKcept Workman's Compensation required to be carried by the
provisions of Section K.2, shall contain the following
endorsements In substantially the following form,
"Notwithstanding anything to the contrary, It Is dgreed that
MID"ISLAND PROPERTIES, INC" as Landlord, KRAVITZ PROPERTI ES /
INC., as Landlord's Agent and Landlord's general contractor
(name to be supplied to Tenant), are hereby added as additional
Insureds, It Is understood and agreed that the Insurance
afforded by this polley or policies for more than one named
insured shall not operate to Increase the companies' llablllty,
but otherwise shall not operate to limit or void the coverage
of any orle named insured a~ respects claims Against the same
named Insured by any other named Insured or the employees of
such named Insured. No cancellation or reduction of this
policy shall be effective unless written notice Is given by
registered or certified mall, return receipt requested, to the
Landlord with a copy to Agent, stating when such cancellation
or reduction In coverage shall be effective, (which, In no
event shall be less than twenty (20) days thereafter),' True
ooples of each such polley or certificates of Insurance
eVidenCing the same and containing .uch endorsements Shall be
delivered to Landlord prior to the commencement of Tenant's
Work and shall there.fter be replaced In the event of the
eKplratlon, lapse or cancellation of any such policy.
L, Miscellaneous and General. Requirements,
1. Governmental RegUlations. All or Tenant's Work
shall be done In accordance with the Tenant's Final Plans, the
current requirements of all applicable' laws, ordinances,
regUlations, codes and other requirements of governmental
suthorltles, with the regulations of Landlord's fire
underwriter and Landlordls Design Criteria. At any time and
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from time to time during the porrormance or Tenant's Work,
Landlord, ~\lent, Landl,ord' B architect and/or Landlord's gonor81
oontractor may enter upon tho demleed prom'sos and InBpoct the
work being porfo,med by Tenant and take such steps au they may
deem necessary or desirable to aSDure the proper performance by
Tenant of 'enant's Work and/or far the p,otectlon of the
Building and/or any premises adjacent to the demised premlson,
In addition, Tonnnt's Work nhall bo perrormed In a thoroughly
first-class and workmanlike mannoI'. shall Incorporate only new
materials and shall be In good and usablo condition at the date
of completion,
2, Landlord's Consents Interpreted. Any approval or
consent by Landlord or any or all of Tenant's criteria,
systems, plans, or drawings sholl neither constitute an
assumption of responsibility by Landlord for any aspoct of such
criteria, eystnm., plans or drawings Including. but not limited
to. their accuracy or srflclency no, obligate Landlord In any
manner with respect to Tenant's Work and Tenant shall be solely
responsible for any derlciency in any design or construction of
all portlono of Tenant's Work for which Tenant Is responsible,
), Permits and Fees, Tenant shall obtain and pay ror
all nscessary permits and shall pay all other fees required by
public outhorltles or utility companies with respect to
Tenant's Work, except that Landlord may elect to obtain the
building permits for Tenant's Work, In which event Tenant shall
pay the cost of such permit or, at Landlord's option, Landlord
may deduct such cost from "Tenant's Allowance" (as derlned In
Artlclo IV hereof),
4. Temporary Storage Areas. No cOlltractor or
subcontractor participating In Tenant's Work may use any space
within the Shopping Center for storago, handling and moYlng of
materials and equipment and/or for the location of a field
offloe or facilities for the employees of such contractor and
subcontractor without obtaining Landlord's prior wrltton
approval for each such Use. If any contractor and/or
subcontractor shall use any space In the Shopping Center for
any Or all of the aforesaid enumerated purposes or any other
similar purpose without obtaining Landlord's written approval
therefor. Landlord shall have the right to terminate such use
and remove all of such contractor's or subcontractor's
material, equipment and other property from such spoce, wltnout
Landlord being liable to Tenant and/or to such contractor or
subcontractor and the cost of such termination and/or removal
shall be paAd by Tenant to Landlord or Landlord, at Its option,
may deduct ouch coot from Tenant's Allowance.
S, Temporary Store Fronts. Temporary enclosure
barricades and temporary signs shall be constructed and
finished by Tenant In accordance with Landlord's Design
Criteria. If Tenant's store will not be open for business with
the public by the date the Shopping Center Is first so opened
and Tenant has not Installed a temporary store front as
required by Landlord, Landlord shall Install It at a cost to
Tenant of $50,00 a lineal foot.
6., Protection of Work, It shall be Tenant's
responsibility to cause each of Tenant's contractors and
Buboontractors to maintain oontlnuous protection of adjacent
prope~tyand Improvements against damage by reason of the
parformanoe of Tenant's Work, Each contractor and
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MUbaontraotor shall fraperly protect Tenant's Work with lights,
aU.rd r,ll. and barr oaOes and Ihall lecure all parts Of
Tenant'. Work against accident, atorm and any other hazarod,
7, Interference with Others, Tenant's Work shdll be
ooordlnatod with all Work being performed or to bo porformed by
Landlord and other occupants or the Shopping Conter to the end
that Tenant'o Work will not Interfere with 0r delay the
oompletlon of tho BUilding Or any other ConntructJon within the
Shopping Cente" and each OUch contractor and oubcontractor
Shall Comply with all prOcedures and regulatlonn preScribed by
Landlord Or Its agents (InClUding, but not limited to, ^gant)
for Integration of Tenant's Work with that to be performed In
oonnectlon with the oonstructlon of the Shopping Center,
8. Contraotors, To the and that there shall be no
labor diSPute which WOuld Interfere with the COn"tructlon,
oompletlon or Operation of the Shopping Center, Or any part
thereof InCluding, but not limited to, the demised p,emlsas,
Tenant agrees to engage the services of only SUch contractors
Or Subcontractors (for both Tenant's Work and any other Work
Which Tenant does, Whether Or not SUch Work Is permitted Or
required pursuant to the Lease) as will Work In harmony ana
Without CaUsing any labor diSPute with each other, with
Landlord's contractors and SUbcontractors and with the
contractors and SUbCOntractors o( all others Working In or upon
tho Shopping Center Or any part thereOf, and Tenant shall
employ and Shall require Its contractors and SUbcontractors to
employ only such labor as will work In harmony and without
Oauslng any labor diSPute with all other labor then Working In
the Shopping Center Or any part thereof InClUding, but not
limited to, the demised promises. Furthermore, only thOse
OOntractors and SUbcontractors as have been dUly licensed by
the authorlty having jurisdiction over the appropriate
prOfeSSion and WhiCh have been apprOved In writing by Landlord
(Which apProval will not be unreaSonably Withheld) may perform
any work (InClUding, but not limited to, Tenant's Work) for
Tenant In Or uPOn the demised premises,
9, Financial ReqUirements, Landlord may require
Tenant, before entering on the demised premises to commence
Ten~nt's Work, to give Landlord proor Oatlsfsctory to Landlord
Of Tenant's financial ability to Complete ond fully pay for
Tenant's Work prior to the commencement date or, In lieu
thereOf, either to fUrniSh to Landlord a bond In an amount
.a~1sfactory to Landlord WI' Itten by a surety company acceptable
to Landlord guaranteeing the completion of Tenant's Work free
Of any liens, or to depOsit In escrow with Landlord (without
the Obligation of Landlord to pay Interest thereon) the
estimated sum required to Oomplete Tenant's Work, If SUch 0
depOSit shall be made, upon tho satiSfactory completion of
Tenant's Work In aOOordance with the prOViSions of this EKhlblt
.S" and the submiSSion of prOof that all bills In conneotlon
thereWith have,benn Paid, Landlord shall release SUch funds
[rom escrow, Landlord In Its Solo dlRCretlon, both as to the
eKtent and amount, may celease Portions of SUch escrow depOsit
dlreotly to Tenant Or Tenant's contractors, SUbcontroctors,
materia me~ and/or SUPPliers to pay bills as Tenant's Work
progresses ..
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partIolpatlng
aUboontractoc
Guarantees, Each contractor and SUbcontractor
In Tenant'~ Work for Which sUoh Oontractor or
Is responSible, Shall \tuarantee or warrant In
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writing, In the m.nner hurelnafter set rorth, that such fortlon
will be free from .ny defects In workmanship and materia s for
the period of time of one (1) year errer the demised premises
first opena for business with the public, All such guarantees
Or warranties (collectively rererred to as "guarantees') shall
be contained In the contracts and subcontracts for the
perrormance or Tenant's Work, ahall include the obligation to
repair and replace In a first-class and workmanlike manner, and
without any additional charge, all or Tenant's Work done or
furnished by the contrantor or SUbcontractor, his employees or
agec~s, which shall be or become derectlve within such one (1)
year period, and shall be written 90 as to Inure to the benefit
of Landlord and Tenant as thel I' respective I nterests may appear
an~ SO as to be directly enrorceable by either Landlord Or
Tenant, All such guarantees shall also Include the agreement
by the contractor or subcontractor to pay all expense and
damages Incident to the removal, replacement or repair or any
other part of Tenant's Work which may be damaged or disturbed
thereby,
II. Temporary Utility Services, Temporary utility
services during constluctlon Including light and power shall,
If available, be obtained by Tenant at Tenant's expense, rrom
the Landlord or, at Landlord's oPtion, Agent or Landlord's
general contractor at monthly cost or ($.06) cents per square
foot of floor area of the demised premises, commencing with the
earlier of the date Tenant Is obligated to commence
Construction In accordance with Section 4.02 of this Lease or
the date actual construction commences, and ending with the
date as established In the Lease for the commencement or the
Utility Charge for Tenant's electricity. Landlord shall
provide a connection for temporary electric service at a cost
to Tenant of $200.00. Tenant may use Landlord's equipment and
piping for other utilities at a cost equal to the cost of
energy consumed; provided, however, Tenant shall clean and
restore the same to Its original proper order and operating
condition,
12. Discipline.
discipline and good order
contractors,
Tenant shall enrorce strict
among the employees of Tenant's
13, Cleanup, Tenant shall maintain the demised
premises In a clean and orderly condition during construction,
Tenant Shall promptly remove all unused construction meterlals,
equipment Shipping containers, paCkaging, debris and waste from
the bUilding alte, and deposit It In receptacles provided by
Landlord, Tenant shall contain all construction materials,
eqUipment, fixtures, merchand'se, Shipping containers and
debris within the demised premises, Malls, courts, arcades,
public corridors, service corridors, service corridors end the
exterior of the BUilding shall be clear of Tenant's equipment,
merchandise, refuse, and debris at all times, Trash storage
within the demised premises shall be confined to covered metal
containers. Tenant shall pay Landlord or, at Landlord's
option, Agent the SUm of ten cents ($.10) per square foot of
flOor area of the demised premises for the removal from the
Shopping Center by Landlord or traSh and debris generated by
Tenant or Tenant's contractor" and Eubcontractors during
Tenant's Construction Period, If Landlord elects to SUrPlY such
service. If Landlord does not so elect, the sa,ne shal be the
responsibility of Tenant,
14. Payment of Charges. Tenant shall poy Landlord,
as additional rent, all fees :~:oother charges lind/or payments, \,
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for which Tenant I. obligated pursuant to this E~hlblt "8"
Inoludlng, but not limited to, the sprinkler bulk main oharge,
the roof penetration charge, the trssh removal charge and the
eleotrlc charge, within ten 110) days after written demand
therefor IB mad. by L.ndlord, If payment Is not made within
such porlod then Landlord may offset all such Bums against
Tenant's Allowance,
III. CONS1'RUC1'ION PROCEDURES,
A, Londlord's Design Criteria,
After the execution or the Lea.e, Landlord's architect
will deliver to Tenant one (1) Beale drawing of the 0001' plan
of the demised premises (the I.andlord's "Floor Plan')
Indicating, Inter alia, demlBlng partitions, general
conBtructlon:-corumn focatlons, VAV terminal, sanitary outlet, .
demestlc water location and sprinkler bulk main, and one (1)
copy or Landlord'B design criteria package which Bhall Include
Landlord's criteria for design or the demised premises,
preliminary plans, HVA: plans and criteria, electrical plans
and such other plans, criteria, drawings and Information os
Landlord or Landlord's architect deem. nece.sary or
appropriate, All of the Items Included within such design
criteria package are herein COllectively referred to as
"Landlord's Design Criteria",
8, Tenant's Preliminary Plan.,
Within twent,y (20) days after receipt by Tenant of the
above, Tenant Bhall submit for Landlord's approval in sepia
form, complete Btore front design plan., a sign plan, a
merchandising layout plan, Tenant's estimated heating/COOling
load caloulatlons, HVAC drawings, plumbing drawings and
sprinkler drawings, all of which shall be In accordance with
the orlterla set forth In Landlord's Floor Plan and Landlord's
Design Criteria and all of which are collectively referred to
as "Tenant's preliminary Plan.",
C, Landlord's Review,
1, Landlord will review and return to Tenant Tenant's
Preliminary Plans either marked approved, marked to show the
corrections required (In which event such marked-up Preliminary
Plans shall be deemed approved, as marked up) or give Tonant
written notice of disapproval of Tenant's Preliminary Plans
together with the ressons therefor, In the event Landlord
gives Tenant notice of disapproval together with the reasons
therefor, Tenant Bhall have twenty (20) days from the date of
suoh no~lce of disapproval by Landlord to Bubmlt revised
Tenant's Preliminary Plans Bubject 'to Bubsequent markups and/or
disapprovals and corrections In the manner set forth abovel
provided, however, If Tenant's Preliminary Plaus do not meet
Landlord's approval after the second submission, Landlord, at
Ita option to b. e~erclBed by written notice to Tenant, may
terminate this Lease, which termination sholl be effective as
of the date set forth In such written notice,
2. Tenant's estimated heat I ng-.oooll ng load shall be
subject to Landlord's approval and In the event Landlord shall
dlsapprovR the same, Tenant shall revise the same until such
estimated heatlng-ooollng load Is approved by Landlord. Tenant
shal1 not ohange its estimated heatlng-coollng load once the
same has been approved by Landlord,
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3. The Information contained In Tenant', electrical
load data form shall be subject to Landlord's approval, and
'l'enut shall revlfte the same until the same Is approved by
Landlord. When Landlord han approved such Inrormatlqn,
Landlord shall supply to Tenant the additional Information set
forth In the electrical load data portion of Landlord's Veolgn
Criteria. Baud ufon such additional Information, Tenant shall
prepare Its electr cal plane for the demised premises. After
reoelpt by Tenant of the additional Information set forth In
the electrical load data portion of Landlord's Design CrIteria,
Tenant may not thereafter modify Its electrical load data
Un less Land lord has consent ed to such mod I flea t I on, Any cos te
associated with such consented to modlrlcatlons shall be borne
by Tenant,
4, It Is agreed that Tenant Is responsible for
eatlsrylng Tenant's requirements for the demised p,emlses,
Landlord's review Is only to determ'ne conrormlty with
Landlord's Design Criteria and systems. Tenant Is responsible
for design and code compliance, construction and Installation.
0, Tenant's Working Drawings.
Within slxt.y (60) days from the date of receipt by
Tenant of Landlord's Floor Plan and Landlord's Design Criteria,
regardless of whether the Tenant's Preliminary Plans have been
submitted, Tenant shall submit to the Landlord's architect ror
approval three (3) sets and a sepia of complete working
construction drawings and specifications for Tenant'. Work
Including archlt.ectural, plumbing, electrical, sprinkler,
heating, ventilating and air-conditioning, and mechanical
drawings for all Tenant's Work In accordance with Landlord's
Floor Plan, Landlord's Design Criteria, Landlord's RVAC Plan
electrical load data supplied Tenant by Landlord and approved
Tenant's PreUmlnary Plans, If any. Upon receipt of such
working drawings Landlord shall have the .ame rights of
approval, markup and disapproval and Tenant shall have the same
obligations as to resubmlsslon as are set forth with regard to
Preliminary Plans.
E. Tenant's Final Plans,
The total of all approved Tenant's Preliminary Plans
and approved Tenant's working drawings and specifications
(whether such approval be affirmative either Initially or after
resubmlsslon by Landlord's markup) are collectively referred to
herein as .Tenant's Final Plans..
F. Preparation of ~enant's Plans,
All of Tenant's Preliminary Plans, specifications and
working drawings shall be prepared by a registered architect or
engineer normally engaged In the business of providing such
services and employed by Tenant at Its expense, If required by
local or state code, theBe drawings shall bear the seal of an
architect or engineer registered to practice In the
juriSdiction, In order to obtain required permits, Tenant
shall not IUbmlt plans and specifications which have been
prepared by contractors, lubcontractors'or suppliers, since
such plans wUl not be accepted by Landlord.
G. Failure to Make Submissions and Improper Submissions.
If Tenant falls or omits to make timely submission or
resubmlsslons to Landlord of Tenant's Preliminary Plans or any/.
8-12 Ctb I
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Bpeol!loetlone or any working drawings within the required time
periods or rails to or delays In submitting or supplying
InrormatlClO or In giving authoel..tlons or In performing or
completing Tenant's \lotk ot In any m.nnet del.ys or IntetfeteS
wllh the perrormunce or Landlotd'S !lotk, Landlord, In addition
to any other eight or remedY It m.y bave und~r thin Lease, at
Ie'" or In equity, moy putsue BnY one 0' mo,e or the ~ollO"'ln9
rsmed 1e9\
1. L.ndlo,d may give Tenant .t lea.t ten (10) day.'
wtltten notice thot II 0 specllled failure, omls.lon or delay
Is not cured by tbe date tbereln stated, tbls Lea.e sball be
deemed concelled end te,mln.ted, 1f such notice shall be
complied with, thin Leose sholl, on the d.te stated In such
notice, be cancelled and terminated without preiudlce to
Landlord'S other rights and remedies bereunde'. ond
2, ",fter wdtten notice of Its Intention to do so,
Landlord moy, ot Tenont's cost and expense Including, wltbout
limitation, expense for such ove,tlme as Landlotd may deem
necessa'Y' proceed wltb the completion of any such prellmlna'y
plans and/or wotklng d,awlngs end/or Tenant'S work, as the case
may be, ond such pe,formonce by Landlord sholl bave tbe samo
effect hereunder as If lbe desl,ed plans, specifications,
Information, approvel, autborl.otlon, wotk ot othor action by
Tenant bad been done (but not paid fo,) oS herein requlredl and
3. Landlo,d may require Tenant to paY to Landlo,d, as
additional tent ho,eundor, the cost to Landlord of completlng
the demised ptem1ses In acco,dance with t.he termS of this Lease
ovet and above ",hat would have been such cost had there been nO
such failure, omisslon or delay I and
4, In execclsln9 any or all 01 the foregoing remedieS
set fortb In section 0,1, 1, 3 and 4 of this ",rtlcle Ill,
Landlord sball he entitled to retain and bave recourse to anY
hond or escrow depoelt provided by Tenant.
If any Tenent submission Is rejected because of
failure of Tenant to reasonably confotm to Landlord'S Design
criteria, Tenant soell poy upon demand the costS of additional
revieWS by Londlord'S arcbltectS and engineers.
H, completion of Tenallt's Wotk,
Tenant ahall complete Tenant'. work o. quicklY as
possible, but In nO event later than the rental commencement
date.
1. oooupancy Perml t,
Tenant sball secure an occupancy permit from that
authority wolch has iurlsdlction over the premises In
sufficient time to permit Tenent to open the premises at the
rental commencement date.
J, complet Ion nate,
See Lease section 30~,
It. Liens,
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SION REGULATIONS AND
SPECIFICATIONS
EKIIIDIT .C.
The purpose or the.e regulation. I. to enc~urage Dnd
develo~ creat.ve and diverslrled ~19nlng for Tenunt stores In
compliance ~Ith the following criteria which shall in any event
be limited by the prOVisions of Suction ISOl and Exhibit B or
the Lease Agreement,
a, Wording or the signs shall be limited to Tenant's
petmJtted store or trade name. Tenant's custo~ary signature or
logo, hallmark, Insignia, or other trade Identification will be
permitted only If In conformity with these sign regUlations.
b. Signs shall consist or indlvidu,,1 letters, Signs
of the flashing, blinking or animated type are not permitted,
Box type signs, when built Into and an Integral part of the
stote front design may be submitted ror consideration.
c,
be In scale
lettering on
limitations.
The size of all signs shall be limited and shall
and harmony with the Shopping Center, The
Tenant's sign shall not exceed the rollowlng
(i) Height - 16. {or letters with the exception
of the Initial capital letters, Ir used, which may be 24",
depth - 1" minimum, 4" max!umum,
(II) Area - No lettering shall be located within
two (2) feet of any adjacent store or corridor, nor shall any
sign occupy more than seventy (70\) percent of the store
frontage on the mall. The location or the lettering within the
permitted sign area shall be such as to present an orderly
appearance of all of the signs or all the Tenant. in the mall,
taken as a composite or panorama of signs,
d, Printed signs on storerronts or show windows are
prOhibited with the exception of small-scale signs which are
neatly lettered on the glass of the storerront or logos on door
handles,
e, Subject to compliance ~Ith all applicable code
requirements, public safety decals or art work on glass In
minimum sizes may be used,
f. Paper signs, stickers, banners or flags may not be
used by Tenant.
g. An exte,lor sign (one located on the outside of
Tenant's real wall) shall be permitted only In the case of
those tenants authorized by Landlord to have a direct rear
customer entrance from the parking area, and shall be subject
to Landlord's sole discretion as to design, size and location.
h, No exposed raceways, ballast boxes or electrical
transformers will be permitted.
I. : Sign company names or stamps shall be concealed
(applicable ordinances and codes permlt~lng),
j. No exposed sign Illumination and no flood lighting
of Ilgns or storefronts shall be permitted.
C-l
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f,lIolllBlT "0"
CO"OlTlONf,O ~lR CII~RGf, RATE ~oJUST~NT SCIIEO~Lf,
The follo",IM la the "condltlOned /II' c"arqe Rate
"j""'" ,.,...,.' ,...,... ,. " "".0' " ., ". C....
,....' .. ."...'" .,..,.... .'0 ,.'0' ,..." .,.,.
have the same meanlnq .s In the Leaae.
". ,,,,,'" ",..., .,."" '00" ", "..,.' ".n "
~. ... .. ". ....,., ,.."",.. .0"'" '0' .,..",. ...",
...,. .0"'" ,0' ....,.,.,.. .0"'" ..' ,0' ....-.. ."
cha'\le.
lal The cubic feet pe' minute IC.MI of conditioned
." ,.. ~. ..,.",. .."... ....,... .0'" .. ..,...,... ,.
....,..... .,.0 .......... ...."... ,. ". ...", "".."
,...".. .. " ,."", .... ,..."..,., ..,... .0' '...,.,
C.l'I, "
Ibl The Ten.nt's annual capItol facilities cho,qe
.,." .. ."., ,. $.... .., ....." "" ., ,...",.,.. ."
the demised premises,
Icl The Tenant" annual elect[lc ene[\lY chO[ge fo'
condItIoned aI',
III lncluded a. pa' t of co",,"on /lreO cha,qes,
.ach Tenant ",Ill be allo",ed a ma~lmum of one III C.M
of condItioned aI' pe' sq, ft. of hIs demised premIses
at no additIonal electrIC ene,gY cha,qe,
fo[
121 ThS annual elect,lc ene''lY cha,ge fo' the
"Tenants CFM" shall be equal to 14 jC.\'l\1 pe' "Tenant
C.M" In e~cess of one III c.M per sq, ft. of Ten.nt's
...,... ....,... ..",.".. ., '0' C"""," ,.. ...,.
\31 The Landlo'd's jC.'t<11 cost shall be the
Landlord'S total elect[lc ene,qY cost for the Shopping
center divided by the total jC.WII pu,chosed,
Idl T\lC Tenant'S annual maintenance charge for
oonditioned aI',
III The Tenant'S annual conditioned air charge
fo, maintenance shall be equal to "Tenant. c.M"
multiplied bY the Landlord'S maintenance cost per CFtoI
of conditioned air.
121 The La\,dlord's maintenance coat pe' C.M of
conditioned ai' shall be the LandlO'd'S total cost to
maintain the Tenant ai' oondltlOnlng SystemS divided
by the sum of all "Tenant c.M."
lei The Tenant'S annual ma~e-up air charge.
0-1
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(11 Make-UP aIr 1& that aIr "'hlch Ie e~hausted
" ,.,." ....,.. ., .... ,.""...". .. ....,.. ,..
." .. ",,,.,..,,, " ".. .. ,,"'. "co" ..,.., "
Tenant'e operatIons and cannot be returned to the
.y.'''' .... "..., ,.., ,.. ",.. "" ". 00' U.,!O.
... ...,.,...,.. ...,~ ....... I'> ....., ,.,. ,.."
eto.
121 The quentltV of make.UP all' required bV
Tenant, hereInafter called "Tenant W\ enol," shall be
..,...,... ,. .......... .". I"""'" ......... ,.
applicable sectIons of the DesIgn criteria.
131 The Tenant'. annual etecttlC enerqV ~ake-UP
aIr charge shOll be equal to l~ I(WI\ per "Tenant W\
CFH" lllultlplled bY the Landlord'. 1(\411 cost,
..''''
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EXHIBIT "E"
ELECTRICITY COMPONENT
Tho Electricity Component shall be the monthly slim equal
tOl (1) the kilowatt-hour (~WH) charge, and (2) the capital
facilities charge,
la) ThO! monthly RWll oharge shall he calculated as
follows.
Tenant'. main fu.e slz. In Amperes x 'H' x 0.831 (to
oonvel't to ~W) x hours or operation per month x
Landlord's kilowatt-hour cost,
The multlpller 'M' is Landlord's jUdgment of the
extent of utlll..tlon or full capacity and shall be
equal to the fOllowing.
Fast Food Tenant,
H . ,5
Sit Down Restaurant Tenant. H' ,5
Pet Shop Tenant.
All other Tenant..
M III .8
M . .7
(b)
The monthly capital faclllt'es charge shall be based
Upon the Tenant's main fuse size and shall be In
acoordance with the fOllowing schedule'
Fast Food Tenant. $3,75/Ampere (all
electric)
Fast Food Tenant. $5.50/Ampere (ga.
cooking)
Sit Down Restaurant Tenant. $4,50/Ampere (all
electr Ic)
Sit Down Res tau ran t Tenant. $4,OO/Ampere (gas
cook Ing)
Pet Shop Tenantsl $4.00/Ampere
All other Tenant. .
20 and 30 amp. $5,50/Ampel'e
40 and 50 amps $4.50/Ampere
60 amps and above $3.00/Ampere
(c)
The "Landlord's Rllowatt Hour Cost" for each month
during the Lease Term shall be the sum derived by
diViding Into Landlord's Electrical Cost for such
month the number of kilowatt hours used by Landlord
during such month as such hours are set forth on all
bills to Landlord Included In Landlord's Electrical
Cos to
"Landlord's Electr leal Cost" shall be the total cost
to'Landlord for electricity used in Connection with
the operation of the Shopping Center, Including,
without limitation, the cost for electricity consumed
In the Landlord's Property and all buildings and
Improvements thereon and all oommon areas, Including
the lighting, heating, ventilating and
air-conditioning thereof..
(d)
(.h._......",
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CIIMP IIILL SIIOPPINU HIILL
SECOND AMENDHENT 0' LEASE
, ,I,)
;l"IS SECOND AMENDHEN:r 0' LEASE, m.de this .) d.y of
' " L~~y U,J, by .nd between Kr.vltz Prop...t.te., Inc., agent
riot' amp/p.'Ul Shopping Center A..ocl.te., .hovlng H. principal
plac. of'busin... at Suite 460, 555 E. City Line Av.., Sal.
Cynwyd, PA 19004 (h.relnetter c..lIed "L.ndlord") .nCFJiiiilOr
Oolony (of IIarrloburg, Inc. having It. principal pluco of buslno..
at 1871 South 'Ifth Street, Allentown, PA 18103, a Pennsylvanl.
corporation (hereln.ftor called "Ton.nt").
II11EREns, by Le.so d.ted the 6th d.y of Febru.ry, 1986
(hereinafter referred to 8S the 11('0890"), I.ondlol-d leased to
Tanant four (4) separate store premises comprising a total of
approximately 9, 7~9 squaro feet situate and known as otot'e
number,
C-ll cont.ining .pproxlm.tely 3,990 squBr. foot;
C-12 coi.telning .pproxlm.tely 2,333 squ.re hot;
8.1 containing .pproxlmatoly 3,306 squ.r. fe.tl
K-7 Oontalnlng .pproxlm.toly 100 squ.re foetI
in tho Camp IIill Shopping H.II, oIl .. moro particularly
d..cribod in the Leas. for the torm and upon the rent.ls .nd upon
other term. and condition. .. more fully .et forth in the Le..e;
II11EREAS, L.ndlol'd and Ten.nt ontered Into t.hat corta1n
Amendment of Le..e d.ted Novembor 26. B06 (horelnafter referred
to DB "Amondment I") whereby store no. C-3a cont.inll1g
approximately 592 .quarB feet wos substituted for store K-7
containing npproxim.tBly 100 .quoro foot for tho torms .nd
oonditions as is more fUlly set forth in Amendment I.
II11EREns, :renont closed its bu.lne.. opor.tlons in storo no,
C-Ja on <f~rl. IJ, /~n.. .
--~
III1EREAS, :ren.nt desires to and L.ndlord give. Tenant
approval to clo.e its bUslne.. oporatlons in store nO.8-I In
aCCord an". with the provisions s.t out below,
NOli, TIIERE'ORE, in consid.r.tlon of the .for...ld, the
mutual promis.a and agre.m.nt. cont.lned her.ln .nd of the .Um of
1'.. ($10,00) Doll.rs, by each to the other In h.nd paid, tho
r.o.ipt and sufficiency of which I. heroby .cknowl.dged, L.ndlord
and T.nant intending to be legally bound hureby, cov.nant and
agr.. with .ach oth.r, .. fOllows,
LJ....-/
~.- .
I. Comm.ncing the 19th d.y of Juno, 1993 tho SooUon 201 (A)
of the La... .ntitlod "Promises and Shopping Contor" .hall b.
amended to re.d as follow. 1
"Landlord loue. to :renant and Tonant le.sos from
Landlord, for the term and Upon the terms .nd conditions set
forth in this L...., the two (2) separ.te preml.e. comprising.
total of 6,323 sqU.re feet sltu.te and known ay store number C-1I
OO.t8ining 3,990 .qu.r. feet and C-12 oont.inlng 2.333 square
feet locatad approx!ulataly .. outlined 111 red upon the Exhibit
IlA..l" attached heretn and made a part hereof. II
Th. rem.ining 18nguage of Sect.lon 201(A), commoncing with,
"the .an.. being. propos.d .ite phil of . ShopPing center.,,",
Shali remain unch.ngod,
th :I,
It · 1, /f.OIt
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0"., .lItl. the hlll:fI 'I.. ' 404 11)
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_ In tho event that initial charges provided in Section 201 G, II, (, and J ahn11 he
increased by l.andlord after the r tr9t fllll ho.lse' yenrl the IlmO\lllt to he pnld f~r'lnY
sub.oquont lon.o yonr "rtor tho flrHl rull looso .:O":..:~ uut o"llod th~' los ~r of
tho actual amount paid for tho ~,rev1nus lCClfil' ye.1r plun 1)( flcrcent ((,7,) -' ~1\lIli\IS
actunl pro..rata share of fllIch cha'{'gc~ ,oj( .\0
)
c. Permitted Usel The sale, 'bf femnle apparel,
lIcce"sorics and relllted item", including but not limited to JCWlllrYI
handbags and belts
and fOl' no other purpose.
D. Minimum Annual Rent.
Years I through 12 $ 97,290,00
.v.- fI' ~h'eugA
Years
Years $
UH9U~h $
-SEE rAGE 2A
E. Annual Percentage Rent: A sum equal to four
percent ( '. ,) of gross receipts, less the minimum annual rent
paid for such period.
F. Secu rl ty Oepos it, $ NONE
- G,
Initial Annual Common Area Maintenance Charge,
$191456,001 calculaled ,Il $2.00 per square fuot,
Initial Annual Merchants' Association Dues,
$'..864.,0, calculated at .SO f)('r square foot.
- II.
K.
Initial Annual Real Estate Tax Charge' $ 4.864.S0 ,.lcul.1te~
at .50 per square foot.
Initial Anllual Insurance Charge, ~ 9,729.00 ca1culntod at
$1.00 per Equare foot.
Tenant Trade Name: C-11 Junlor ColonYi 8-1 f<1shlon Colony;
C-12 Petite Shop; K-7 name tQ be advised
Estimated Oate of Delivery or Possession,
March 3 ,19M, .
L
~
- 1.
- J.
L.
ARTICLE III
L~nd10rd shall not use Tcnnnt's trade
nl'lmfJ, corporate name or logo in any
media without Tenant's prior written
POSSESSION
con!lcnt.
Section 301.
Landlord warrants that It Is the owner of a leasehold
estate In and to the tract of land shown on Exhibit "A" and
agrees that It will develop upon said tract commercial
buildings with parklng "rea and Improvements generally In
accordance with .ald Plan/ and that, subject to any delays
caused by strikes, weather conditions, governmental
festrlctlons, scarcity of labor or materials, or for other
rsasons beyond Its cOntrol, It will proceed with due diligence
to complete said project, Landlord ha. erected and Installed
or will erect and Install the Improvements upon the demised
premises substantially as set rorth upon Exhibit "B" attached
hereto, Tenant shall fully comply with all of the terms,
covenants and conditions of said Exhibit "B", whether or not
Tenant Is currently In possession of the'demlsed premises
pursuant to an existing lease,
Section 302,
Tenant shall have the option, If construction of the
demised premises Is not completed by the date which Is sixty
IIIfor the rtrst full lC.1SC ye.n, the Ch,Hr,o Hhtlll he the ICHllt:'r of lhl.' Ilmount ~lt(ltcd I /lv\\~\
Section 201 0, II, I ;lnd .JI or the nctunl .lmlllllll (HI:HHHHHI un .1 pro..rllt.'l bll~d~.. q\)
- 2
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'ent.l
.onvnen"
elllflnt
lto
eet f"~-llereln. \/ltM,It-&-r-&dillll-<>f-f-lve (S~II<.1 from tZ!?'
outelde boundery of the Shopping Center, which distance tb
be meaeured In a etralght line without reference to ~etr'
mileage, then the Groes Salas or any euch other~~e of
buelness shall be Included In the Gross Sal~ade (r'om the
demleed premises to determine the l'ercenp1'e Rent due under
thle Lease. as fully as though suchj)r6Ss Sales had actually
been made from the domlsed~rem ~ll. In the eVent Landlord so
elects. all of the provlsio r Article VI hereor shall be
applicable to the Gross es or, and all the books and records
pertaining to. such mpotln9 store: provided, howo'ier. the
foregoing gsogtl' c limitation shall not be applicable to any
exletlng I ~on or Tenant or any such other place of business
whloh porated In a regional shopping center directly or
In ctly owned In whole or In put on the date hereof by
e4-1'<H-&f-.-In>M.J.e.to<h
SECTION 402,
Tenant Shall operate all of the demised p,emlses
during the entire term of this Lease with due diligence and
efficiency so as to produco the maximum gross receipts ~'hlch
may be produced by such manner or operation, unless prevented
from doing so by causes beyond Tenant's control, Subject to
Inability by reason of striKes or labor disputes or
unavailability of good. at other reasons beyond Tenant's
control, Tenant shall carry at all =imes In the demised
premises a stock or merchandise or s"ch size, character and
quality as shall be reosonably desIgned to produce the maximum
return to Landlord and Tenant. !enant shall conduct Its
business In the demised premises d"rlng the regular customary
days and hours for such business In the Shopping tenter area
and will keep open ror business from 9:30 A.M. until 9:30 P,M,
everyday (Including, at Landlord's request. Sunday) and dur Ing
the same days. nights and hours as the majority or the chain
stores and department storg or stores in the Shopping center,
ARTICLE V
TER.'l
SECTION SO I.
The term of this Lease shall commence on the dare "iteR
~IClrd .hall tlell\er I'O~'C~f the de"';.ed I'rr,,;S!. to
Tenant. as provided In Article VI hereof. and shall end
(unless sooner terminated as hereinafter provided) at Midnight
On the date of the expiration or the full Term from the first
day of the calendar month next succeeding the "Rental
Commencement Date", as defined In ArtiCle VI hereOf. without
the necessity of any notice rrom either party to the other to
terminate the same, and Tenant hereby waives notice to vacate
the premises and agrees that Landlord shall be entitled to the
benefit of all provisjons or law respecting summary recovery Of
possession from a tenant holding over to the same extent as if
statutory notice had been given. Tenant's obligation" with
respect to accrued minimum. percentage or aoditlonal rent Shall
survive the expiration or earlier termination or this Lease,
If requested by Landlord, Tenant hereto agrees to execute,
within thirty (30) days arter the Rental Commencement Date. a
SUpplement to this Lease, In the form attached hereto as
Supplement 1,. conf I rming the Commencement Date, the Rent al
Commencement Date and expiration date and stating that this
Leue Is In full force and eUect, Entry upon the demised
Tenant may open earlier tllan the pt'tlvatltng bus in,.. hOUri de the Shopping
Center not more than abe days per hase year IInd provided that Landlord shall
h.ve ucehed ten (0) ~aYI written notic::e thenor. Landlord will provide
Hlhted acee.. to the demised prernlsu without Irldltionlll ch.rlu to Tenant
therefor. Tenlnt shall. upon prtor notice to L<<ndlord and in compliance With
LlndloTd', uuonable ucurity or other procedures related thereto, have Icceu .....
to the demised preml,.. lor Iny l,wll1l purpo.. (other thin llle. not wlth!n )
erolt'ed bu.lne.. hou,,) It III ,t... with no Iddlt!o""1 char II. /
-, -
premises by 'tenant prlCJr to the Rental COITvllencemellt Datil shall
b. subject to all of the terms. covenallts and conditions or
thlll Luse except ror minimum and percllntage rent. Tenant's
Ihare ot real. estate taxesl COItVI\QI) aroa conts! insurance
Charges and Merchants' Association dues, Se. Page 6A
ARTICl.E VI
RENT
SEC1'ION 601, _LHi It "turnkoy" nOr€! rt\ady for ol;cupancy by l'ell<1llt In acco"dnnco
With Sectlorl )03,
Tenant shall pay to LBndlord the minimum annt,al rllnt
In the sums set rorth In Section 2010, payable In advance In
equal monthly Instl,llments on tho first day or each calendar
month during the term hereof, without p,!or demand thereror,
Such minimum r'ent shall commence to Accrue either (I) on the
date whlln Tenant shall open the demised premises for busine"",
or (II) on the date which Is forty-five (45) days after the
andlord has delivered possession or said premises to the
Tenan . whichever date Is earlier. soid date being herein
sometimes referred to 8S the "Rental Con'r.,encemont Date." Tho
first ~ month's minimum rent and added charqE>s (as def ined
In Section 3102 below) shall be paid upon'Q"o<".I~n Q' ,hi_
~. The next rental pa~nent date he:eunde, shall be the
first day of the rlrst calendar month rOllowing the Rental
Commencement Date A"'~ f!~3' 1 1"'<,hlda-:,;.~~ .....Q r.':~i"' .:r,..."I."'__ of
"-'Into and. :l(ln~,j I"'h.:r.rtJ(ilc:! :ilrp.l..i..<<;.~blo to thq" ~QrlQd (row thp rw..lt~
Q!lfU1leRaementl Pate \;9 E\u;h ~a-l pll~IUH ~b:-6'-
SECTION 602,
For each leose year or portion thereor during the term
hereof. Tenant shall pay. In addition to minimum rent,
percentage rent os set forth In Section 201E, Anything herein
to the contrary notwithstanding, there shall be no abatement.
apportionment or suspension or the percentage rent payable
hereunder,
SECTION 603,
'rhe rirst lease year shall begin on the Rental
Commencement Date and shall extend for one (1) full calendar
year. Thereafter each lease year shall commence on the day
following the expiration or the preceding lease year and shall
end at the expl,atlon of twelve (12) calendar months
thereafter,
,'iliO il
SECTION 604,
rtwpn"-Y (20)1
Wlthl~+../\_~+O-j Cr'ays after the end of each calendar
month clurlng the te,m or this Lease, Tenant shall submit to
Landlord an accurate, unaudited. written statement signed by
Tenant on Its behalr by a duly authorized officer or
representative. showing the full amount or Tenant'" groso
receipts in the demised premises du,ing the preceding calendar
month, With eac!lJ<f'H>rterly statement, Tenant shall pay to
Landlord tfiepercentage rent, ir any, accrued and payable ''''th
respect to the precedlngJ~"art~rli' pe,iod,
SEC'lIION 60S. ~ '(cilr'
Within rorty-flve (45) days .ft~r the end of each
lease year. commencing with the rlrst lease year, Tenant shall
c= -6-
thn Rontal commencement Onto nnd shall he pro-r"ted h.1RCd 011 th') number of
from the Rcntlll CummcncemIJnt (Jnto to the first day.of the (inH Cull month
the Rental Commencement Oato,
dny. ~l~
(0110~)
Iroll
, a1pt.
:<cur>, ,
=' e
,.("--""~"'"
",
lubmlt to Landlord a complete statement certified by an orflcer of the
~en' eer'lfle~ pwhlle-&eeGU~n' aeee~lllt to hahd~ Tenant
"I\~ aho uUlfled Ill' Te_..........'I-4-1>~hl" a d~ly
.u'her~.ffiRer~~~Il%~ showing accurately and In
luch detail as reasonably required by Landlord the full amount
of Tenant's gro88 receipt. In the demhed premises during the
Immediately preceding I&ase year, At the same time Tenant
Ihall pay to Landlord the full ~ percentage rent
payable for laid lease year. Ir any, ~-eK~9-&f ptrtenta~o
'rentals th~I'Hl~)'-h<lYe-J>&-kl-f&.~elt--J-e.afle-)'~n,.,11 so
~R4ed fr.M~ 91' lJndl.~ Tenant.
SECTION 606,
The term "gross receipts" as used herein Is hereby
defined to mean gross receipts of Tenant and or all licensee..
concessionaire. and tenauts or Tenant. rrom al! business
conducted upon or from the demised premises. Whether such
receipts be obtained at the demised premises or elsewhere, and
Whether such buslne.s be conducted by Tenant or by any
licensees, concessionaires or tenants of Tenant. and whether
such reoelpts be evidenced by check, credit, charge account.
exchange or otherwise, and shall Include. but not be limited
to, the amount. received from the sale or goods. wares and
merchandise (Including commissions on lottery sales, if any)
and fot services rendered. together with the amount of all
orders taken, received or filled at the demised premises.
Whether such orders be !Illed from the demised premises or
elsewhere, H anyone or nlore departments or other divisions
of Tenant'. business shall be sublet by Tenant or conducted by
any person, firm 0' corporation other than Tenant, there shall
be Included In gross rec~lpts ror the purpose of fixing the
percentage rent payable hereunder all the gross receipts of
such departments or divlslons.,whether such receiPts be
obtained at the demised premise. orelse_'here. in the same
manner and with the same effeot as If the business or sales of
suoh departments and divisions of Tenant's business had been
conducted by Tenant Itself. Gros. receipts shall not Include
sales or merchandise for Which cash has been rerunded, or
allowances made on merchandise claimed to be derective Or
unsatisfactory, provided they shall have been previously
inclUded In gross receipts; and there shall be deducted from
gross receipts the sales price of merchandise returned by
CUstomers for exchange. provided that the sales price of the
merchandise delivered to the customer In exchange shall be
inclUded In gross receipts. Gross receipts shall not include
the amount of any sales,or Use tax)levled dlrect~ on sales and
co ecte from CUStomers and paid by Tenant. provl e t at
specific record Is made at the time of each sale of the amount
of Such sales or use tax and the amount thereor Is separately
charged to the CUStomer, No franchise or capital stock tax and
no Income or similar tax based Upon Income or prorits as SUch
and no gross receipts tax shall be deducted from gross receipts,
See Plgl 7A
SECTION 607.
The business of Tenant and of any sub-lessee, licensee
Or concessionaire upon the demised premises shall be operated
so that a dU~llcate sales slip, Invoice or cash register
receipt, ~e~ ally ft~B+&&. Shall be Issued with each sale or
transaction. whether for cash. credit or exchange or Tenant
will Use Such other system for accurately reporting gross
recelfts as sball be approved by Landlord. Tenant shall keep
at al times during the term hereOf. ~the demised premises SF
at the general office of the tenant, full' complete and accurate
- 7 -
ur any other taxes imposed by
any federal I Itate or local &overn~
mental authority
at the
demised
remises
/-~'---"'. .
CAlf, HU,L SHOPPIHCI HALL
THIRD AMENDMENT OF LEAlIE
THIS THIRD AHIlHDHENT OF LElISE, made this ~3lJ d.y of
Septe.ber IPP4, by end botween Kravitl Propertie., Ino" eg.nt
for Cemp Hill Shopping C.nter Assooi.te., hnving it. prinoip.l
plaoe of bU.ine.. at Suito 4SD, 555 E. City Line Ave" B.la
CYIl1'l'd, PA 19004 (herdnofter called "Landlord") and Junior .
Colony Ino. euoce..or by .orger of Junior Colony of Herritburg,
Ino. b.ving it. principal plaoe of bU.ine.. .t 1871 South Fifth
street, Allentown, PA 18103, . Penn.ylv.ni. corpor.tion
(hereinafter c.ll.d "Tenant"),
MHEREAS, by Lease dated the 6th day of Februarr' 198E
(h.reinafter referred to .. the "Leue"), Landlord eued to
Ten.nt four (4) .ep.r.te store premises compri.ing . total of
approxi..tely P,72P .quaro feet .itu.te and known .s .tor.
nllllberl
C-ll oontaining approximately 3,PPO square feet;
C-12 oont.ining .pproximetoly 2,333 squ.re feetl
B-1 oonteining appr.oximatoly 3,306 squ.re feet I
K-7 oonteining .pproximatoly 100 squere feetl
in the C.mp Hill Shopping HIll, .11 as more particul.rly
de.cribed in the Leese for the term .nd upon the r.ntalt .nd upon
other term. and oondition. as more fully set forth in the L....I
MHEREAS, Landlord and Tenant entered Into that cert.in
Amend..nt of Le..e dated Hovember 26, IU6 (herdn.fter refsu'.d
to .. "Amendment I") whereby st,ore C-3a conhining .f'proxlm.hly
5P2 squsre feet w.. sub.tituted for store K-7 cont.lnlng
.pproximately 100 .qu.re foot for the t.rms .nd oondltions .. It
.ore fully set forth in Amondment I.
NHEREAS, Tellant closed its bUline.. operation. in .tor. no,
C-3a on January 13, 1992.
NHEREAS, Landlord and Ten.nt entered into that oert.in
Seoond Amendment of Lease doted July 22, 1993 (hereinafter
ref.rred to as "Amendment II") whereby L.ndlord g.ve approv.l for
renant to clo.. its buein.ss operation. in Itor. no, B-1 for the
tens end oonditions .. are .Ore hlly ..t forth in Am.ndm.nt II,
KHEREAS, T.n.nt desire. to and L.ndlord gives Tenent
.pprovel to olo.e it. businos. oper.tionl in store C-ll in
.000rd.no. with tb. provi.lon. ..t out b.low,
NOK, THEREFORE, in consideration of the .fore..id, the
mutu.l pro.i.e. .nd .greements oont.ined h.r.in end of the .um of
One ($1.00) DOllar, by .ach to the oth.r in hand p.id, the
reoeipt .nd .uffici.ncy of which i. her.by acknowl.dged, Landlord
and Tenant intending to be log.lly bound her.hy, cov.n.nt .nd
.~re. with e.ch other, .. fOllow. I
1, COll1lllenoing the 16th day of September, 1994 the Seotlon
201(A) of the L.... entitled "Premises .nd Shopping C.nt.r" th.U
be ....nd.d to r..d a. follows,
"Landlord lea.... to Tonant and T.n.nt Ie.... froll
Landlord, for the term ~nd upon the term. and oondltlen. aet
fOrth in this Leass, the premise. situ.t. .nd known a. .tore
numb.r C-12 oont.ining 2,333 squ.re f..t l,oo.hd .pprexlmlltely ..
O\ltUn.d in r.d \lpon the Exhibit "A-2" eU.oh.d h.reto end mad. a
part hareof,"
Th. r.maining l.nguag. of S.ction 20l(A), comm.ncing with,
"th. .... balnlil a propo..d alt. pl.n of . .hopping c.rlt...".",
.hall r..ain unah.ng.d.
2, leah and eve.,y U.... e r.ferenc. 18 m.d. to I!:xhibit "A"
in the L.... .uoh ref.rena. shsll Spply to Ibhibit "A-2" sttaahsd
hereto end .ade e pert h.r.at,
",......-.....,.,.,.
3, Landlord acknowl.dg.s that t.nant's be,. ront wes
r.dua.d from $10.00 p.r square foot to $7.00 p.r squer. foot
effeotiv. Jenuery 1, 1992 end continuing through to D.oember 31,
199.. Aa of Jenuary 1, 1995, Tenant shall re.ume peying $10,00
per .qusre foot in ba.. rent,
a, Commencing the 16th dey of Sept.ember 1994, Tenent shnll
pey .inimum ann us I rent in the emount of Sixteen Thousend Three
Hundr.d Thirty On. and 00/100 Dollars ($16,331,00) payable in
.qual .onthly instellm.nts of One Thousend Three Hundred Sixty
end 92/100 DOller. ($1,360.92),
b, Commenoing the 1.t day of Januery, 1995 Tenant shall
pay minimum annual r.nt in the amount of Twonty Three Thousand
Thre. Hundred Thirty ,and 00/100 Dollars ($23,330.00) payable in
.qual monthlr inotallm.nts of One Thou.and Hine Hundred rorty
rour and 171 00 Dollars ($1,944.17),
., Commenoing the 16th day of Sept.mber, 1994, the Section
201(0) of the L.ase .ntitled "Initial Annual Common Aree
Mdntenance Charge" shall b. am.nded to resd as follows.
"$5,575.87, oalculated st $2.39 per square feet."
5, Commencing the 16th day of September, 1994 the Section
201 (H) of the L.ese .ntitl.d "Initial Annual M.rchants'
AuochUon Duu" shall b. amended to r.ad as fOllowe.
"$1,166.50, calculsted at ,50 per square feet,"
6, Commencing the 16th day of Septemb.r, 1994 the Section
201(1) of t.h. L.es. enUtlod "Initial Annual R.al Estate Tax
Charge" .hall b. lIIlIended to read as fOllows.
"$1,166.50, cslculst.d at .50 per squsre f.et,"
7. Commenoing the 16th dey of Septembsr, 1994 the Section
20l(J) of the L.ue entitled "Initi'll Annual Insurance Charge"
.hall be ..end.d to re.d a. fOllows.
"$2,333,00, CSlcul.ted at $1.00 per square foot."
8, Commenoing the 16th dey of September, 1994 Section
201(M) and 20l(N) which were add.d to the Leas. pursuant to
S.ction S of Amend.ent II, shall be revised as follows:
"M. Initial Annual Electric Charge. $4,945,96 oalCUlated
at $2.12 per aquere foot."
-2-
ASSIONMEN1' or LEASI!:. CONSEN'l' TO ASSI~r:EI~1' ~r LANDLQRD AND
AUYMP1'ION or U~~E BY S NE
~
THIS AGREEMENT made this ~ day of September 1994,
between Kravitz Pr.operties, Inc, Agent for Camp Hill Shopping
Center Associates, a Pennsylvania partnership (hereinafter
r.eferred to as "Landlord") and Junior COlony Inc. (her~inafter
referred to as "Tenant"), and S.S. Maxwell, Inc. tla Petite Shop,
a Pennsylvania Corporation located at clo Petite Shop, South Mall
3300 Lehigh Street, Allentown, Pennsylvania 18103 (hereinafter
referred to as "Assignee").
K ! ~ H I ~ ~ I I HI
WHEREAS, Landlord and Tenant entered into a Lease
Agreement, dated February 6, 1986, an Amendment of Leese dated
November 26, 1986, a Second Amendment of Lease dated July 22,
1993 and a Third Amendment of Lease dated September ~~-, 1994
attached hereto as Exhibit "A"for certain premises in ~ Camp
Hill Shopping Mall, 32nd Street and Trindle Road, Camp Hill,
Pennsylvania 17011, as more particularly described in said Lease
Agreement and Amendments (said Lease Agreement together with the
Amendments shall hereinafter be referred to as the "Lease");
WHEREAS, Tenant has requested Landlord to approve an
assignment of Tenant's interest in said Lease to Assignee,
NOW, THEREFORE, in consideration of the aforeDaid, and
of the sum of Ten Dollars ($10.00), by each to the other in hand
paid the receipt and sufficiency of which i~ hereby acknowledged,
the parties hereto, intending to be legally bound, hereby
covenant and agree as follows:
1, Tenant does hereby transfer, Q=~ign and set over
unto ASsignee, all of its right, title and interest as Tenant in
and to said Lease hereunder.
2. From and after the date hereOf, Assignee does
hereby assume and agree to perform all of the obligations of
Tenant under said Lease with like force and effect as if Assignee
has executed said Lease as Tenant on the date hereof,
3. ASSIGNEE, IN CONSIDERATION FOR THE EXECU1'ION or
THIS ASSIGNMENT OF LEASE BY LANDLORD AND FOR THE COVENANTS AND
AGREEMENTS ON THE PART OF LANDLORD HEREIN CONTAINED AND CONTAINED
IN THE LEASE, AND FULLY COMPREHENDING THE RELINQUISHMENT OF
CERTAIN RIGHTS INCLUDING RIGHTS OF PRE-JUDGEMENT NOTICE AND
HEARING, HEREBY EXPRESSLY AUTHORIZES ANY ATTORNEY OF ANY COURT OF
RECORD TO ACCEPT SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO
CONFESS JUDGEMENT AGAINST ASSIUNEE TO ENFORCE PAYMENT FROM TIME
TO TIME OF THE SUMS OR ANY. PART THEREOF OWING HEREUNDER BY
ASSIGNEE INCLUDING RENT OR ANY CHARGES HEREBY RESERVED AS RENT OR
LIQUIDATED DAMAGES AND INTEREST AND COSTS TOGETHER HITH AN
ATTORNEYS COMMISSION OF FIVE PERCENT (5') THEREOF. JUDGMENT MAY
BE CONFESSED AS AFORESAID AT TIMES AND FROM TIME TO TIM! AS orTEN
AS ASSIGNEE SHALL DEFAULT IN ITS O~LIGATION TO PAY ANY SUM UNDER
THE LEASE AND SUCH PONERS MAY 8E EXERCISED AS NELL AFTER THE
EXPIRATION OF THE ORIGINAL TERM OR ANY EITENDED OR OPTION OR
RENEWAL TERM OF THE LEASE.
4., ASSIGNEE, IN CONSIDERATION FOR THE EXECUTION or
THIS ASSIGNMENT OF LEASE 8Y LANDLORD AND FOR THE COVENANTS AND
AGREEMENTS ON THE PART 0" LANDLORD HEREIN CONTAINED AND CONTAINED
IN THE LEASE, AND rULl,Y COMPREHENDING THE RELINQUISHMENT OF
CERTAIN PER-JUDGEMENT NOTICE AND HEARING, HEREBY EXPRESSLY
AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO ACCEPT SERVICE
OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGEMENT AGAINST
ASSIGNEE IN ANY AND ALL ACTIONS BROUGHT HEREUNDER 8Y LANDLORD
AGAINST ASSIGNEE TO RECOVER POSSESSION FROM TIME TO TIME OF THE
PREMISES (AND ASSIGNEE AGREES THAT UPON THE ENTRY OF EACH
JUDGEMENT FOR SAID POSSESSION A WRIT OF POSSESSION OR OTHER
APPROPRIATE PROCESS MAY ISSUE FORTHWITH). IF FOR ANY REASON
AFTER SUCH ACTION HAS BEEN COMMENCED THE SAME SHALL BE DETERMINED
AND THE POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE
RESTORED TO ASSIGNEE, THE LANDLORD SHALL HAVE THE RIGHT UPON ANY
SUBSEQUENT DEFAULT OR DEFAULTS TO BRING ONE OR MORE FURTHER
ACTIONS IN THE MANNER AND FORM HEREINBEFORE SET FORTH, TO RECOVER
POSSESSION OF SAID PREMISES FOR SUCD SUBSEQUENT DEFAULT.
5. Assignee expressly waives the benefit of all laws,
now or hereafter in force, exempting any goods on the premises or
elsewhere from distraint, levy or sale in any legal proceedings
taken by Landlord to enforce any rights under the Lease,
Assignee further waives the right of inquisition on any real
estate that may be levied upon to collect any amount which may
become due under the terms and conditions of the Lease, and do
hereby voluntarily condemn the same and authorize the
Prothonotary to enter a writ of execution or other process upon
Assignee's voluntary condemnation, and further agree that said
real estate may be sold on a writ of execution or other persons,
6. All the remedies hereinbefore given to the
Landlord and under said Lease, and all rights and remedies given
to ~andlord by law or equity, shall be cumulative and Concurrent.
7, The liability of all individual parties
constituting the Assignee under said Lease shall be joint and
several.
6. Although the following charges may not yet be
required to be paid, Assignee acknowledges the obligation to pay
for:
-2-
.
a) annual peroentage rent ~s stated in Seotion 201 (E) of the
Lease whioh shall inolude all gross sales made by Tenant in Store
No. C-12 in 1994 and
b) oertain adjustments set forth in the Lease,
inoluding but not limited to, adjustments with respeot to taxes
and assessments, merchant assooiation dues, oommon area
maintenance and insurance,
9, This assignment and assumption agreement shall be
effective as of the 16th day of September, 1994, As of said date
Tenant shall be released of any further obligations, as tenant
under the Lease and Landlord agrees that there is no outstanding
or payable charges in respect of rent or other additional charges
due by Tenant in respeot of stores Cll or C12,
10, Landlord does hereby consent to the provisions of
this assignment and assumption agreement upon execution thereof
by all parties indicated below,
11, All terms and conditions of the Lease not
inconsistent herewith shall remain in full force and effect and
are hereby ratified and republished,
12. Notwithstanding any provision set forth above
S.S. Maxwell, Inc. shall not be liable for any rent, utility
costs or other charges ariSing out of the Lease prior to
September 16, 1994,
IN WITNESS WHEREOF, the parties have caused this
instrument to be duly executed the day and year first above
written.
-3-
Att~.
By: .,9..1 r:::'A~ .
lIul L. trimark
Inc.
By:
Its:
Secretary
(Seall
Its:
Presidt!nt
--
Attest:
By. .-::-.._~ ,\(S.alJ_
------. ~\"- \ ('"'
Itfl: :;.';5-_ _
Tenant:
Junior COlony, Inc.
By: '- '~i......"
M, Davfd[Byala
Its: Presideqt
Attest:
By, )/....",1. /1. 'i.;
Assignee:
S.S, Maxwell, Inc, tla
Petite Shop
By: "Su.!>. a _ -\-\a ..-r .....!:\.-
Susan Hartman
Its:
~EC(E(i1" r
Its:---President
(Seal)
Approve
Camp Hi I
( ,
By:
Its: General Partner
-4~
. ,
KRAVCO COMPANY
Rtal EII.,. Cev.lope,. . """10"1
ARSA OODS 810.788.8300
2304 MALL SOULeVARD
P,O, OOX 1528 I KINO OF PRUSSIA, PA 19.00
II.S. "AlIIIELLfHlC
/1/8'. n PE HE SHOP
;110 PETITE SHOP
12.0 GREENWOOD ROAD
ILLENlOWNe PA 18103-0000
.!1-01'852
FEBRUARY 2. 1998
III C./lP HILL SHOPPJNG CENTER
OE~A.o 'OR P.'~t~f ._0 NOTICE ~ "O_tT.,Y Ot'AULT
.. ATTACHMENT
STArEltENT OF CHAUES DUE:
I "VO J CURE F' DATE DESCRJPTION AMOUNT
DRI:I~C0111 10/01/91 10/Q1 .. PRJO~ RENTlCO""!:R 60.269.27
DRflH(101E 10/01/91 10191 r, PRIOR CAM H..O'.15
OMHlI001H 10/01/91 10/<:17 .. PRIJR ~biE 1~.77~.9~
ORIIIlO07K 10/01/97 10/97 .. PRIOR .95 .5
ORHt'r.07N 10/01/97 10/~7 .. PRIOR INSURA~cr ~.026.7~
DRHHJ01Q 10/01/"!7 10/97 .. PRIOR MERCH SSOC .013.2
ORllllt on 10/01/97 10/97 .. PRJOR TAlIES 3.013.20
ORflH(l07' 11/01197 RE' ''H IC 0"''' ER C JAL 1.9".17
OMHIll' 010 11/01/97 CA" '6'.65
OHIII'007G 11/01/"H ELECTRJC H2.16
OHflllOD7... 11/01/97 HVAC 256.63
OR1I1l007'" 11/01/91 J~SURANcr 1 C).. 41
ORlIIl001P 11/01/91 "~R C'iAI\:TS ASSOC 97.20
OHI:II'1'075 11/01/97 TAllES 97.20
ORlltlOOn 12101191 Rf'H/COM"ERCJAL 1.9".11
ORllllro1C 12101/'.11 CA'" '~'.65
ORI\t'~01F 12101lQl rUCTRJC . 2.16
OMtlHOOrr 12101191 HVAC 256.63
ORHtlOO7L IU01l91 JNSURANCE 19. . "1
OKI\"0070 12101191 "'ERCHANTS ASSOC 97.20
ORI:lI!~01" 121:l1/on T AllES 97. 20
FC"1!i(l101 J/01/9" "I~J"'U" RENT JNCOMr 1.9...17
FC"lI!CI04 1/01/98 CIA "AJ~T JNCO~E "'''.66
F C"Hr 10'1 1/01/98 STOHE HVAC I~CO"( 256.6~
f C"lID 111 1/01/98 JNSURA~CE EMP - REJM8 19....
F C9/lD 112 1/01/98 ELECTRJCITY INCOME .12.16
F t;"~rI16 1/'311':18 ON-ACCOUNT R.E. TAlIES 97.21
f CQH0201 UOl/98 ~I~I"UM RENT INCOME 1,9".17
FC"8:204 21011"8 CIA "'AJNT JNCO~E '6"66
F C<;I"~::lO':l 2101198 STORE HVAC INCOH( 2~6.6:S
F C9110211 2101/98 JNSU~ANCE EMP - REJ"B 19. . . 2
FC91'0212 2101198 ELECTRJCJTY JNCO"E "12.16
FC911C216 2101198 ON-ACCOUNT R.E. TAlIES 91 . 21
r :(1UL CHARGES DUE '121.1:50.36
:HP1S ~HLE'Y
:IOLLECTIO'" OFFJCER
I blOt 768-1>330
'iOR"-COLO"M-97
'"
..
KRAVCO COMPANY
Re.1 Elt.t. D.v.lope,. I M.n.ge,.
AReA OODe 61 Q.766.6300
234 MALL BOULeVARD
I. p,O, BOK 1528 I KINO OF PRUSSIA, PA 1~.06
fbf'A~~XW~~~ff'f SHOP
;110 PETITE SHOP
12'0 GREr~WOOD ROAD
II-UP/TOWN, PA 18103-0000
,!1-DOA:l2
Ill' CA"p HILL SHOPPING CE~T!:R
DE"A'O ~O. P.Y"EHT .NO .OJJCf O~ ~O_tf..Y Ot'.ULT
FEBRUARY 2, 1998
HAR T!:~ANT,
li~ AGf'1T FOR LANDLORD AT THE A!:lOVE LOCATION, WE' HAV!: ~r:EN REQU~STED
r:r PLACE YOU ON NOTICE OF A DEFAULT UNDER YOUR LEASE. YOU HAV.
'tIlLED TO PAY THE TOTAL SU" OF SI21,130.3(', WHICH IS CURIlENTLY
flUE AND OWING U~DE:R YOUR lEASE. LANDLORD "LSO HA~ THE RIGHT TO
;I"IARC,E. INTf:flr:ST ON THIS eMOUNT AT THE RATE'S ALLOWEO UNDER YOUR
.[(Sf OR AT LAW FRO~ THe DATE EACH COMPONENT OF THE TOTAL SUM WAS
Jut T~ LA"IOLCRD. A EPIEAKDJW',i OF THE COllPDNENTS OF THIS AMOUtlT IS
;'[1 FORTH ON THE SHEET [NCLOSED HER!:'IIlTH. ANY QUESTIONS "'ITH
II~GARD TO THESE AI40UNTS SH:>IJLD fH: DIRECTEO TO THE UND~SIGVEO.
'1 HfRU'Y '1ME DEMAND UPO'/ YOU FOR FULL PAYMENT OF THE AMOUNT StT
'O~lH A!lOVE.
'If.AS!: !If. ADVISED THA T FA ILUR!: TO MAKE PAVMENT OF THIS AMOUNTt IO"
' ~CORRf.CJ[U WITHIN THE TI"~ PERIOD SET FORTH IN YOUR LEASE. WIll
:IO'IS' !lUTE' AIV [VENT OF DEFAULT A"tl ENTITLE THE LA"'CLOllC TO EKC:RCISr
'LL CF ITS RIGHTS AND Rr~EOIES THEREIN.
(OUP .'ILU'lE TO COMPLY HERE"'IrH SH(Ll RESULT HI LAND~ORO'~ !:Xc:P.CIS::
" ANY AND ALL R["rOIl~ AVAILAHLr TO IT, INCLUDING T_RMINATfON O~
'C\JH lOS( ANO THE .INSTITUTlO'/ OF LEGAL ACTION 'OR COLLECTION WITHOUT
'un~~P. "'OTIC!: TO YOU. IN TrllS [YEI;T. YOU wILL ALSO BE RrSPONSIFlLE
'('~ ~ll COSTS OF f.NFO'!CH;r; Trl~ LEASE. INCLUOPIG ATTORNEY'S FrES.
'~LY F~ll PAYMENT OF Tif REN' DUf IN ThIS NOTICE WILL WAIY!: TMf
.IA~DlC'PO'S RIGHT T(l TER"INA Tr Trlr LEAH' UNDER THIS NOTIC~, UNL!:S.s
r ~ LA'VOLORD AGREES HI l/R IT ING TO C'ONTINUe THE LE ASf.' IN EKCHANGE
'OM "tDEIVING PARUAL F'AYMENT.
'''IS If TH:.. ONLY NOTItr YOU WILL RECEIVE. YOUR PROMPT ATHNTION TO
r~IS :J!."'A...O FO'! PAYMENT AND 'IOTICE OF DE:FAIJLT IS EKF'ECTEO.
(IUY ''lULY YOU~S,
;"'~IS SEnEY
:1l1LLE CTlON OFFICE'!
1610. 168-(,3,30
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8, Rec.lved By: (Print NBmB)
PS Form 3800, Aplll 1995
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THIS STATEMENT OF CHARGES WAS PREPARED ON
ANO IT PROJECTS THi: CHARGES DUE UNDER
THROUGH THE EFFf.CTIVE OATE. THIS ~ILL IS
AS FOllOWS:
1. CURRENT CHARGES DU~: THIS SECTION, IF APPLICI.BLC, INDICATES ALL
OF THE CHARGES WHICH ARE OUTSTANDING AS OF THE DATE THE RILL WAS
PREPARED. THI S SeCTION LISTS SUCH OURGE:S INDIVIDUAllY. IF YOU
HAVE HADE: PI.YMENTS ON ACCOUNT OF CURRENT CHARGES WHICH wE: HAVE
hOT RLCEIVED OR CR~DITED TO YOUR ACCOUNT, PLEASE DEDUCT THOSE:
CHARGES FROM THE AMOUNT OF THE STATEMENT, SUBJECT TO OUR
VERIFICATION OF SUBSEQUENT RECEIPT OF THE SAHE.
THE DATE SHOWN ON THE BILL
YOUR LEASE: FROM THAT DATE
BROK~N DOWN INTO TWO PARTS
2. PROJ~CT~D CHARGES DUE: THIS SECTION PROJE:CTS ALL OF THE CHARGES
DUE UNDER nUR LEASE FROM THE DATE TH~ STATEMENT WAS PREPAREO
UNTIL TH~ r:r:FECTIVE DArr. IT l.ISTS EACH CHARGE SCPARATr.LY
THROUGH TH~ EFFECTIVE DATE. THE AMOUNTS WHICH ARE PROJECTED ARE
~ASED UPON THE CURRE:NT AMOUNTS YOU ARE PAYING FOR EACH C~ARGE
WITH THE FOLLOW!NG EXCEPTIOMR:
A.
FIXED MINIMUM
IIJCROSE OR
ACCOUNTE:D FOR
RENT - IF YOUR LEAS: HAS A STIPULATED RENTAL
COST OF LIVING ADJUSTMENT, THESE HAVE ~EEN
WHERE APPROPRHTE.
B. P~RCENTAGE RENT - PERCENTAGE RENT IS AN ACTUAL CALCULATION
BASED UPON SALES FIGURES YOU HAVE SUBMITTED TO US FOR THE
CURRE~T YEAR. IF WE DO NOT HAVE SALES FIGURES ON FILE FOR
THE E"TIRE CURRE~T YEAR, THEN THE HISSING MONTHS WERE
CALCULATED BY USING THE SAME MONTHS IN THE IMH~OIAT!:LY
PRf.CEDHJG YEAR AND INCREASING THE ACTUAL AMOUNT OF YOUR
SAL':S FOR THOSE MONTHS llY 5".
C. COMMO~ AREA MAINTENANC~ - TH~ COMMON AREA HAINTENANCE PRO-
JECTED REIMBURSEMENTS ARE: BASEO UPON TH~ CURRENT YEAR AND
ARE ASCERTAINED ~Y USING THE ~UDGf.TE:D COMMON AREA EXPENSES
FOR THIS MALL FOR SUCH YEAR AND BY COHPUTING YOUR SHARE OF
SUCH COST IN I.CCORDUJCE wITH THE FORMULA CONTAINED IN YOUR
LEASE. FOR FUTURE YEARS, THOSE EXPENSES WERE INCRE:ASED BY
5" PER YEAR ANO SIMILARLY PROJECTED ON A HONTHLY ~ASIS.
D. REAL ESTATE TAX REIHHUP.SEMENTS - THESE: REIMBURSEMENTS WERE
PROJECTED IN TH~ SAMi: MA,.,NER AND US ING THE SAME ADJUSTMENT
F'CTOPS AS COMMON AREA MAINTENANCE.
IF YOUR BILL ALSO CONTAINS FOOD COURT COMMON AREA CHARGES, THE: SAME
HAS ~EE~ CILCULATE:D IN THE SAME MANNER AS COHMON ARrA MAINTENANCE
CHUGfS ~EHRRED TO ABOVE. IF YOUR BILL R!:FE:PS TO LOAIJS RECEIVABLE,
OR OTH:q MISCi:LLA~,EOUS CHARGrS, THOS~ C-URGES WOULD HAVE Il~EN
C~LClJUT"D IN ACCORDANCE WITH THE FOqMULAS:lR INFORMATION CDNTAPJED
:r" YCUF LC:'Sr..
IF YOUR LEAS!: CONTA INS
THEN WE HAVE OFFSET
AMOUNT OTH<RwIS: DUE
A MOUNT DUE.
~ caSH S:CURITY DEPOSIT AND IS ON FILE
THE AMOUNT OF THAT SECURITY DEPOSIT
TO YOU AND YOU MAY REMIT TO US ONLY
WITH US,
FROM THE
THE NET