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HomeMy WebLinkAbout98-03157 , ... 5, On or ubout Murch 20, 1997, Dctendants cntcrcd into a L~'ase Agreemcnl fhr store numbers 1I-19B and 11-20 with Plaintifl'("Lcase") lilr its business known as 1'(' I'alace al the Camp Hill Shopping Cenler located at 3400 Trindle Road, Camp Ilill, Cumberland County, Pennsylvania 170 11, 6, On or about Fcbruary 2, 199H, Defendants execuled an Amendment to the above Leasc fhl' store number II-II A ("I,cnse Amendment"), 7, Attached hereto as Exhibit A is n true and eorreel copy of thc original Lease nnd thc subscquent Lease Amcndment nUlhorizing I'laintiffto confessjudgment against Defendants in an mnieable action and judgment in ejeclment as more specifically set flwth in Article XXXI, Section 3112 (pagc 33), 8, The Lease wm: duly executed by Defendants, who ngreed to be legally bound by thc terms of said Lease, 9, The Lense provides thnt Defendanls shall pny monlhly renl and Defendants' pro rutn share of insurance, taxes and operuling costs, as well as an annunl pereenlage rent cqunl to fivc perccnt (5%) of gross l'eccipts, less lhe minimum annual rent paid fhl' such pcriod, as well as all other chmges accruing under the I,easc or idcntified as additional rent onlhe first day of cach calcndllr monlh during the term of the Lease, 10, Despite repcatcd, numerous requests fi)r rent, Defendnnts havc willfully f;li1cd to pay base rent, additional renl, late payment chargcs or any other charger; pnyable to I'laintiff under the Leasc 1'01' the su~ied premiscs, II, Defendants' fililure 10 pay renl as pCI' the terms of the Lellse ('onstitules lImatcrial breaeh of the Lease, -2- .. 12, The sum prcsenlly due IInd owing under the Lease is Twelve Thousand One Ilundrcd Eighty-Five Dollars and Forty-Three Ccnts ($12, I H5.4J), togelher IVilh Thrce Thousand Forty-Six Dollars and Thirty-Six l\'nts ($3,04(,J(,) inliquidulcd dmlluges und Sevenllundred Sixty-One Dollars and Fil'ly-Ninc ('cnts ($761,59) in attorneys' Ices and collection eosts as provided under the Lease, 13, .Judgment has not becn enlercd in any jurisdiction on the attached instrument. 14, The attached instrument has nOI been assigned, 15, Defendants' failure 10 PIlY base rcnt, additional rent, late charges and any other eharges payablc to Plaintiff under the Leasc provides Plainliff with tho. authority to l1Ie this Complaint. 16, Tho. confession ofjudgmenl clause set (()rth in Seclion 3112 ofthc LC<lse and attached hercto as Exhibil A, provides that counsel fill' Plaintiff may appear on behalf of Defendants, enter a judgment in ejectmenl without any slay of cxceulion or appeal against Defendants on behalf of Defendants and to be recovered by landlord of possession of the lcased premises, 17, .J udgemcnt is not being nntcrcd against a n<ltural person in connection with a residenti<lllcase, .j. ,. LEASE AGItEE~T ~ ARTICLE I PARTIES THIS LEASE AGREEMENT, made this 20th day of March , by and between KRAVITZ PROPERTIES, INC., a Pennsylvania c~~7~ration (hereinafter referred to as "Agent"" aB agent for C~ HILL SHOPPING CENTER ASSOCIATES, a partners~ip (h~rei~after referred to 1.\8 "Landlord"1 and PO Palace, Ltd. " ' (hereinafter flIlfe~.rOit .to, 1l1I, "Tenant," I" ,w_hose addU8Q is 18' camp Ifill Mali, 32nd Street lInd '1'rindle Road, Camp lUll, PA. 17011 and whose telephone number is ( , (A) '117-692-5177 & 7l7-6ij7-200ij (B) 7lH53-9755 WIT N E SSE T HI Landlord and Tenant covenant and agree as follows: ARTICLE II DEFINED TERMS SECTION 201. The following terms shall have the following mean~ngsl A. Premises and Shopping Center: Landlord leases to Tenant and Tenant leases from Landlord, for the term and upon the terms and conditions set forth in this Lease, the store premises situate and known as Building Section No. If , Store No.19b&20 and being measured and described approximately by the outside bUilding lines, as follows: Front: 38 30 feet o inches feet 2 inches Depth: Total Area: l,lij5 square feet located approximately as outlined upon Exhibit "An attached hereto, the same being a proposed site plan of a Shopping Center (the "Shopping Center", 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, footways and other facilities designed for common use, as may be installed by Landlord as hereinafter provided, and of such other and further facilities as may be provided or designated from time to time by Landlord tor common Use, subject however to the terms and conditions of this Lease and to reasonable rules and regulations for the use thereOf, as prescribed from time to time by Landlord. The purpose of the dimensions set forth above and the fla" attached hereto as Exhibit "A" is to show the approximate s ze and locatIon of the demised premises. All dimensions are approximate only. Landlord reserves the right to change the size, layout and location of any bUildings, improvements, or common areas and facilities shown on Exhibit "A" as well as redUce or expand the size of the Shopping Center. B. Term: The term of this Lease shall be for five (5 , years as further provided in Article V below. This l.ease shall prOVide 'or an option to extend the lease for an additional term of five (5) yearsj however, Landlord and Tenant shall each have the right to terminate the lease by either giving notice to the other of lease termination with a minimum of six month written notice prior to the expiration of the initial five year term. Landlord will include with tenant's leased premises an additional work area within the shOPPing center of 500 sq.tt. at no additional cost to Tenant. --- - 1 ~ ~ i ("" . C.,~ Perm tte... Jel alld computer sortwar'ej in addition ~ .'.1 .,' The sale,' at retail . computer harllwtre to incidental miscellaneous items related thereto and for no other purpose. D. Minimum Annual Rent: Years One (l) through Two (2) $ 36.81~.68 Years Three (3) through Fha (5) $ 16,320.00 Years Six (6) through Seven (1) $ 22.900.00 Years Eight (8) through Ten (10) $ 25.162,50 Years through $ E. Annual Percentage Rentl A sum equal to five ercent ( 5" of grolls receipts in excess of: years 1-5: $850,000.00, Pyears 6-7; '9~1.600.00. and years 6-10i $996,850.00. Tenant shall however repo F. Secur Hy Deposit, $ 2,200.00 G. Initial Annual Common Area Maintenance Charge: $ 5.1196.00 H. Initial Annual Merchants' Association Duesl $ 512.50 I. Initial Annulll Real Estate Tax Chargel $1,081.15 J. Initial Annual Insurance Charge I $ 913.25 K. Tenant Trade Namel PC Palace L. Estimated Date of Delivery of Possessionl April 1 , 19 91. ARTICLE III POSSESSION 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 parking area and improvements generally in accordance with said Plan, and that, subject to any delays caused by strikes, weather conditions, governmental restrictions, scarcity of labor or materialS, or for other reasons beyond its control, it will proceed with due diligence to complete said project. Landlord has erected and installed or will erect and install the improvements upon the demised premises SUbstantially as Bet forth upon Exhibit "B" attached hereto. Tenant nhall fully comply with all of the terms, covenants and conditions of said Exhibit "B", whether or not Tenant is currently in POssession of the demised premises pursuant to an existing lease. Section 302. Tenant shall have the option, if construction of the premises is not completed by the date which is sixty - 2 - the total of all monthly gross receipts but for the purpose re a e 0 e peroentage rent base, Tenant shall be permitted to exclude IIny or all outside sales. demised .- , . < - (60) d,ays ofter the (', :imllted D&l:e 01 Deliver;;' "ossession, . as its soU remedy (La'ldlord not 1:0 be liable 1:0 Tenant or any other person, firm or corporation for any loss or damage resulting therefrom), of cancelling this Lease by giving writ!:en notice thereof to Lanaiord within fifteen (15) days after said date, provided, that if said failure to complete is caused by strikes, weather conditions, governmental restrictions, scarcity of labor or materials or other cause beyond Landlord's contrOl, said completion date shall be extended for a period equal to the period of such delay. If, for any reasen whatsoever th~ Landlord doea not commence construction of the demised premiaes by September 1, 1984, the Landlord shall have the option without liability of cancellinq this Lease by giving similar written notice to Tenant within fifteen (15) dlYs after Slid date. Landlor.d shall not be obligated to proceed with the construction of the demised premises unless and until financing acceptable to Landlord is obtained. Should such financing not be obtained on or before August I, 1984, Landlord may so notify Tenant in writing, and cancel this Lease. If Landlord can obtain financing or satisfy the conditions of financing only upon the basis of modifications of the terms and provisions of this Lease, Landlord shall have the right to cancel this Lease if Tenant refuses to approve in writin? any such modifications within thirty (30) days after Landlord s request therefor which request may not be made after delivery of possession. Tenant shall 110t unreasonably withhold its approval of the aforesaid modifications. Within ten (10) days of receipt of a request therefor from Landlord, Tenant agrees to forward to Landlord a financial statement of Tenant Jnd/or, if applicable, Tenant's guarantor or surety, in form satisfactory to Landlord certified by an independent certified public accountant acceptable to Landlord. If the financial or credit rating of Tenant and/or, if applicable, Tenant's guarantor or surety is not acceptable for the purposes of the aforesaid financing, Landlord shall have the right to cancel this Lease If Tenant refuses to execute or supply such additional assurances and/or guarantors or sureties as Landlord shall state as necessary for such acceptance within thirty (30) days after Landlord's request therefor which request may not be made after delivery of possession. If 6ny such righ~ to cancel Is exercised, this Lease shall thereupon be null ,nd void, each of the parties shall be released from any other or 'further liability, any security deposit made hereunder shall be refunded to Tenant without interest and neither party shall have any liability to the other by reason of such cancellation. Section 303. If Landlord is to perform any work in the demised premises pursuant to Exhibit "B", completion of the demised premises shall be certified to Tenant in writing by Landlord's inspecting architect, and the delivery of such certificate of completion to Tenant shall constitute delivery of the demised premises hereunder. Tenant, its agents, servants and contractors, prior to the delivery of possession of the demised premises, shall have the right to enter upon the demised premises, for the purpose of taking measurements therein but fO~ ~otot~er pu~pose, provided, however, that Such entry'Shall ~~ne gyeia~~io~d~h or obstruct the progress of the work being -] ... - , . , - ~) " > . .. Sec:t:ion 30'4. Upon receiving po~sesslon of the demised premises from Landlord, Tenant ~hall with due diligence proceed to install such fixtures and equipment and to perform such other work as shall be required pursuant to E~hibit "B" or necessary or appropriate in order to prepare the demised premises for the opening of business. In the event that Tenant does not open the demised premises for the conduct of its business on or before the Re,tal Commencement Date (as defined in Section 601 below), Landlord, in addition to all other remedies hereunder, shall have the option of (al terminatinq this Lease by giving Tenant written notice of such termination, whereupon this LeaSe shall be terminated unless by the date of the giving of said wr it ten notice, Tenant', shall have opened the demised premises for the conduct of its business, or (b) of collecting from Tenant not only the minimum rent herein provided, but ulso additional rent at the rate of ten (10" percent of the minimum monthly rental per day for each and every date from the Rental Commencement Date until the day Tenant commences to do business in the demised premises. Tenant agrees not to commence any work upon any portion of the demised premises until Landlord has approved Tenant's plans and specifications in writing dnd Tenant has otherwise complied with the requirements set forth in Exhibit "B". Any cnanges in said plans or specifications must be similarly approved by Landlord. SECTION 305. Unles~ otherwise sooner terminated pursuant to its terms, any existing le.se pursuant to which Tenant is the tenant for space In the Shopping Center shall terminate on Rental Commencement Da~e (as defined in Article V below), with the same forae and effllct as if such date were set fortll therein as the explratton date of said lease. ARTICLE IV USE SECTION 401. Tenant shall continually use anJ occupy the demised premises solely for the Permitted Use under the name or style of Tenant's Trade Name and for no other purpose. Tenant acknowledges that Landlord's obtaining a fair and equitable rental is dependent upon Tenant's concentrating all of it~ business efforts within the geographical area in which the Shopping Center is located upon Tenant's business at the demised premises so as to maximize Tenant's Gross Sales, and Tenant further acknowledges that any activity by Tenant within such geographical area in operating or participating in the operating of a similar or competing business must necessarily have an adverse effect on the volume of Gross Sales by Tenant at the demised premises to the detriment of Landlord and will deprive Landlord of the fair rental to which the ~~r~~1s ~greed'i Accordingly, in the event that during the term Sease ether Tenant or Tenant's management or any ~~~~~~l~;deg;i~~ controlled by Tenant or controlli~g Tenant, or who contro e same person or entity or persons or entities employed i~ T~~ant, directly or indirectly owns, operates, is , rects or serves any other place of business the same, or similar' to, or competitive with, Ten,ant' s busines~ as ~ 4 - .-. , " , - "" ~ ',\ I ~, " I ._ .. Bet forth ~ereln, withtn a radius of five (5) miles from the outside boundary of the ShorPing Center, which distance shall be measured in a straight 1 ne without reference to road mileage, then the Gross Sales of any such other place of business shall be included in the Gross Sales made from the demised premises to determine the Percentage Rent due under this Lease, as fully as though such Gross Sales had actually been made from the demised premises. In the event Landlord so elects, all of the provisions of Article VI hereof shall be applicable to the Gross Sales of, and all the books and records pertaining to, such competing storel provided, however, the foregoing geographic limitation shall not be applicable to any existing location of Tenant or any such other place of business which is operated in a regional Shopping center directly or indirectly owned in whole or in part on the date hereof by Landlord or a principal of Landlord. SECTION 402. Tenant shall operate all of the demised premises during the entire term of this Lease with due diligence and efficiency so as to produce the maximum graBS receipts which may be produced by such manner of 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 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 anu quality as shall be reasonably designed to produce the maximum return to Landlord and Tenant. Tenant shall conduct its business in the demised premises during the regular customary days and hours for such business in the Shopping Center ared and will keep open for business from 10:00 A.M, until 9:00 P.M. every day lincluding, at Landlord's request, Sunday) and during the same days, nights and hours DS the majority of the chain stores and department store or stores in the Shopping Center. AR'fICLE V TERN SECTION 501. The term of this Lease shall commence on the date when Landlord shall deliver possession of the demised premises to Tenant, as provided in Article III hereof, and shall end (unless sooner terminated as hereinafter provided) at Midnight on the date of the expiration of 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 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 expiration or earlier termination of this Lease Iftrequested by Landlord, Tenant hereto agrees to execute . :up~l~m:::r:y ~~I) days after the Rental Commencement Dat~, a Su 1 0 s Lease, in the form attached hereto as C pp ement 1, confIrming the Commencement Date the Rental L~~:nI:m~~tfD~iefand expiration d3te and stating that this u orce and effect. Entry upon the demised - 5 - '- , . .~ - ~ ~\ premises by. Tenant pr. , to the Rental. Conunencem_ ~ Date shall be subject to all of the terms, covenants and conditions of ~ this Lesse ekcept for minimum and percentago rent, Tenant's share of real estate taxes, common area coots, insurance charges and Merchants' Association dues. ARTICLE VI RENT SECTION 601. Tenant shall pay to Lan~lord the minimum annu~l rent in the sums set forth in Section 201D, payable in advance in equal l1Ionthly installments 011 the first day of each calendar month d~ring the term hereof, without prior demand therefor. Such minimum rent shall commence to accrue either (i) on the date when Tenant shall open the demised premises for business, or (ii) Qn the date which is forty-five (45) days after the Landlord has delivered possession of said premises to tlte Tenant, whichever date is earlier, said date being herein somet imes ref erred to as the "Rental Commencement Da te." The first full month's minimum rent and added charges (as d~flned in Section 3102 below) shall be paid upon execution of this LellSe. The next rental payment date hereunder shall be the first day of the first calendar month following the Rental Commencement Date and shall include the pro-rated amount of rent and added charges applicable to the period from the Rental Commencement Date to such rental payment date. SECTION 602. For each lease year or portion thereof during the term hereof, Tenant shftll pay, in addition to minimum rent, percentage rent as set forth in Section 201E. Anything herein to the contrary notwithstanding, there shall be no abatement, apportionment or suspension of the percentage rent payable hereunder. SEC'l'ION 603. The first lease year shall be9in on the Rental Commencement Date and shall extend for one (1) full calendar year. Thereafter each lease year shall conunence on the day fallowing the expiration of the preceding lease year and shall end at the expiration of twelve (12) calendar months thereafter. SECTION 604. 11 Within ten (10) days after the end of each calendar month during the term of this Lease, Tenant shall submit to Landlord an accurate, unaudited, written statement signed by Tenant on its behalf by a duly authorized officer or representative, showing the full amount of Tenant's gross ~~~~~Pt8W:~hthe ~emised premises during the preceding calendar LaJl(U~rd eac I<]...or~..r'y statement, Tenant shall pay to respect t~n~h~epr~entda9ie rent, if any, accrued and payable with ece ng quarterly periOd. SECTION 605. Within forty-five (45) days after the end of each lease year, commencing with the first lease year, Tenant shall - 6 - - . . .. - ^ ~\ '~~j' ,v submit to Landlord a complete statement certified by an independent certified public accountant acceptable to Landlord Bnd also certified by Tenant or on its behalf by a duly authorized officer or representative, showing accurately and in Buch detail as reasonably required by Landlord the full amount of Tenant's groS8 receipts in the demised premises during the immediately preoeding lease year. At the same time Tenant shall pay to Landlord the full balance of percentage rent payable for said lease yesr, if any. Any exces~ of percentage rentals that Tenant may have paid for such lease year shall be refunded promptly by Landlord to Tenant. SECTION 606. The term .gross receipts. as used herein is hereby defined to mean gross receipts of Tenant and of all licensees/ concessionaires and tenants of Tenant/ from all busineos oonducted upon or from the demised premises, whether such receipts be obtained at the demised premises or elsewhere, and whether such business be conducted by Tenant or,by any licensees, concessionaires or tenants of 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 of goods, wares and merchandise (including commissions on lotter.y sales, if anyl and for services rendered, together with the amount of all orders taken, received or filled at the demised premises, whether such orders be filled from the demised premises or elsewhere. If anyone or more departments ~r other divisions of Tenant's business shall be sublet by Tenant or conducted by any person, firm or corporation other than Tenant, there shall be included in gross receipts for the purpose of fixing the percentage rent payable hereunder all the gross receipts of such departments or divisions, whether such receipts be obtained at the demised 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 beell conducted by Tenant itself. Gross receipts shall not include sales or merchandise for which cash has been refunded, or allowances made on merchandise claimed to be oefective or unsatisfactory, provided they shall have be'~ previously included in 9ross receiptsl 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 levied directly on sales and collected from customers and paid by Tenant, provided that specific recoro is made at the time of each sale of the amount of such sales or use tax and the amount thereof is separately charged to the customer. No franchise or' capital stock tax and no income or similar tax based upon income or profits as such and no gross receipts tax shall be deducted from gross receipts. ..~ SECTION 607. The business of Tenant and of any sub-lessee, licensee or concessionaire upon the demised premises Shall be operated so that a duplicate sales slip, invoice or cash regist~r ~eceipt, serially numbered, shall be issued with each sale or ~~~saction, whether for cash, credit or exchange or Tenant w Use such other system for accurately reporting gross ~:c:~rt:ias s:alt be approved by Landlord. Tenant shall keep at th mes ur ng the term hereof, at the demised premises or e general office of the tenant, full complete and accurate . - 7 - - , . , - . ^.. ~ \ :1 .~I books Df a~count and~J Jords in accordance with', ~epted accounting practices with respect to all operations of the business to be conducted in or trom the demised premises including the recording of "ross receipts and the receipt of all merchandise into and th; delivery of all merchandise from the demised premises during the term hereof, and shall retain such books and records, as well as all contracts, vouchers, checks, inventory records, and other documents and papers in Bny way relating to the operation of such business, for at least two (2) years from the end of the lease year to which they are applicable, or, if any audit is required or a controversy should arise between the parties hereto regarding the rent payable hereunder, until such audit or controversy is terminatod. Such books and records shall at all reasonable times during the retention period above referred to be open to the inspection of Landlord or its duly authorized representatives, who shall have full and free access to the same and the right to require of Tenant, its agents and employees, such information or explanation with respect to the same as may be necessary for a proper examination thereof. SECTION 608. If it is determined that the actual gross 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 three percent (3" or more, Tenant shall pay all the expenses incurred by Landlord 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 such other place, as shall be designated by Landlord in writing at least ten (10) days prior to the next ensuing rental payment date. If Lal~lord shall pay any monies, or incur any expenses in correction of any violation of any covenant of Tenant herein set forth, the amounts so p, 'd or incurred shall, at Landlord's option and on notice to Tenant, be considered additional rentals payable by Tenant with the first installment of rental thereafter to become due and payable, and may be collected or enforced as by law pr.ovided with respect to rentals. Tenant covenants and agrees that all sums to be paid under this Lease if not paid within five (5' days after due, shall bear interest on the unpaid portion thereof at the rate of fourteen (14" percent per annum from the date when dup. but not in excess of the highest legal rates. In addition, if Tenant fails to pay any sum to be paid by Tenant hereunder, Landlord may impose a late charge in the amount of ten (10') percent of the sum due. SECTION 610. Lendlord acknowledges receipt from Tenant of the Security Deposit as set forth in Section 20lF, to be held as collateral security for the payment of any rentals and otner ~uT:h~flmoney payable by Tenant under this Lease, and for the Ta tUh performance of all other covenants and agreements of t~n~~ re~~~~n~er~ thetamount of said deposit, without intere~t, o enan after the termination of this Lease and ~~~m~~~:w:~dther~of, provided Tenant shall have made all such per ormed all such covenants ana agreements. Upon - 8 - '- , . ., - . .~) t"\ . ,II' any detault by Tenant reunder, all ~r part of ~ .d deposit may, at La~dlord's sole option, be applied on acoount of suoh default, and thereafter Tenant shall promptly restore the resulting defioiencr in aaid deposit. Tenant hereby waives the benefit of any prov sion of law requiring such deposit to be held in escrow or in trust, and sald deposit shall be deemed to be the property of Landlord, Landlord may deliver the funds deposited hereunder by Tenant to any purohaser of Landlord's interest in the demised premises and thereupon, Landlord shall be discharged from any further liability with respect to such d.pod t. AR'UCLE VII COMMON USE AREAS AND FACILITIES, COSTS I INSURANCE SECTION 701. All facilities furnished by Landloru in Shopping Center and designated for the general use, in common, of oocupants of the Shopping Center, inoluding Tenant hereunder, their officers, agents, employees and customers, including, but not limited to, parking areas, streets, sidewalks, canopies, roadways, loading platforms, washrooms, shelters, ramps, landsoaped areas and other similar facilities, shall at all times be subject to th~ exclusive control and management of Landlord, and Landlord shall have the right from time to time to chango thp area, level, location and arrangement of such parking areas and other facilities above referred to, and to make all rules and regulations pertaining to and necessary for the proper operation and maintenance of the common facilities. Tenant hereunder and any other sub-tenants and licensees shall comply with all rules and regulations made by Landlord pertaining to the operation and maintenance of said common areas and facilities, including, but not limited to, such reasonable requirements pertaining to sanitation, handling of trash and debris, loading and unloading of trucks and other vehiclesl and safety and security against fires, theft, vandalism, personal injury and other hazards. The parking area shall be limi~ed ~o parking for customers of Tenants of the Shopping Cente~ 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 (SUbject to reimbursement as set forth below) will operate and maintain or cause to be operated and maintained the Common Areas and facilities of the Shopping Center. SECTION 702. For each year of the term hereof, Tenant shall pay to Landlord, as additional rent, Tenant's proportionate share of all costs of operation of the Shopping Center and maintenance of the common areas and facilities of the Shopping Center (inClUding the enclosed mall) of which the demised premises are a part. As and for Tenant's proportionate share, Tenant shall' pay to Landlord the initial annual common lIrea maintenance Charge as set forth in Section 201G (subject to adjustment as ~ettf~rth belOW), payable as additional rent in equal monthly ns a ments at the same times as fixed minimum rent is pa able h~reunder, without demand and without any deduction or set~ff ~fatsoev~ri' If Tenant's proportionate share of the actual cost: opera on of the Shopping Center and maintenance of the - 9 - '- . . ~ - . ~ " common .area,", faeUitie. Lor any Hseat.year of La. .lord exceeds th~ common area maintenance charges actually paid by Tenant for . such period, within ninety (90) dars after the ~nd of Landlord', riscal year, Landlord w 11 deliver to Tenant a statement Showing in reasonable detail Tenant's proportionate share of such aQtual cost and, within twenty (20) days after delivery of such statement, Tenant will pay such excess shown to be due by said statement, as additional rent. Tenant'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 floor 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 Landlord shall be sufficient evidence of the actual costs of the aforesaid operation and maintenance. The aforesaid costs of operation and maintenance shall include all expenditures incurred by or on behalf of Landlord in operating the Shopping Center and maintaining the common areas and facilities, including, without limitation, the cost of 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 areas and facilities (inclUding, but not limited to, bodily injury, public liability, property damage liability, automobile insurance, sign insurance, and any other insurance carried by Landlord for the Shopping Center and the common areas and facilities in limits reasonably selected by Landlord, but exclUding insurance described in Section 703 below) I gardening and landscapingl assessments I repairs, repaving, replacements, preventive maintenance, repainting, including restriping of parking lot and accesswaysl rental of signs and equipmentl lightingl sanitary controll removal of snow, trash, rubbish, garbage and other refuse I depreciation over a period not exceeding sixty (60) months of machinery, equipment and other assets used in the operation and maintenance of the Shopping Centerl 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 of police, security and traf[ic control services I the cost of all personnel required to supervise, implement and accomplish all of the foregoing I and an administrative charge equal to fifteen (15\) percent of said costs. Contributions towards such costs by Separate Stores shall be deducted. At anytime or times that Landlord determines that Tenant's share of actual costs will exceed the monthly installments then due from Tenant hereunder, Landlord may adjust the amount of the monthly installments thereafter due from Tenant on account of its proportionate share of the costs of operation of the Shopping Center and maintenance of the common areas and facilities by increasing such installments by an amount equal to one-twelfth (1/12th) of the excess, if any, of Tenant's estimated share of suoh costs over the annual common area maintenance charge then due hereunder. SECTION 703. For each ycar of the term hereof, Tenant shall pay to Landlord, as ~dditional 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 ~ '- , , , - "'" tt:i~1 ,.." llnd imp,rovellJents upon . 4 ShOPpin9 Center, As an.. for Tenant's proportionate share, Tenant shall pay to Landlord the initial · annual insurance charge as Set forth in Section 20lJ (subject to adjustm~nt IS set forth below) payable as additional re"~ in equal monthly installments at the same times as fixed minimum rent is payable hereunder, wi thout demand IInd wi thout allY deduction or cetoff whatsoever. If Tenant's proportionate share of the actual cost of such insurance for any insurance year of Landlord ex=eeds said annual insurance charge actually paid by Tenant for such period, within ninety (901 days after the end of Landlord's insurance year, Landlord will delivec to Tenant a statement showing in reasonable detail Tenant's proportionato share of such actual insurance costs and, within twenty (201 day. after delivery of such statement, Tenant will pay such excess shown to be due by said statement, as addtional rent (SUbject to adjustment as set forth below). Tenant's proportionate share shall be the same as set forth in Section 702 with respect to common area maintenance charges, The first insurance year shall be the period covered by annual insurance premiums. The statement submitted by Landlord shall be sufficient evidence of the actual insurance costs. At anytime or times that Landlord determines that Tenant's share of actual costs will exceed the monthly installments then due from Tenant hereunder, Landlord may adjust the amount of the monthly installments thereafter due from Tenant on account of its proportionate share of the costs of insurance by incr.easing such installments by an amount equal to one-twelfth (1/12th) of the excess, if any, of Tenant's estimated share of such costs over the annual insurance charge then due hereunder. SECTION 704. Sums due pursuant to Section 702 an~ Section 703 shall be appropriately adjusted for any partial years at the beginning or end of the term hereof, 1\R'fl CLE V III MERCHANT'S ASSOCIATION SECTION BOl. 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 Association each lease year such reasonable assessments as may be fixed from time to time by the Association for creating and maintaining 8 fund to be used by the Association for general promotional, advertising and welfare purposes, inclUding any assessments or dues for advertising, publicity and general pUblic relations, provided the cost to Tenant for the first year shall be 8S set forth in Section 2018. 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 from time to time be necessary to remain in good standing in the Association. Tenant agrees to use the name of the Shopping Center prominently in all of its advertising and promotional literature regarding the demised premises. SECTION B02. Tenant agrees that the bylaws of the Association shall provide: (i) each member which is present at a IDeeting and not - 11 - -- , , , - ~ ~ delinquent in any of iL~ payments ~o the Associat.~n shall have one vote for each square foot of floor area in its demised premises, (ii) each delinquent member shall be liable to the Association for its costs (including attorn::'s fees) incurred in collecting such member's delinquent ~ebts to the Association, (iii) Landlord shall have a number of votes equal to the lesser of twenty-five percent (25\) of the total of all votes in the Association including the vates of Landlord or the percentage which Landlord's contribution to the Association for the association year bears to the total amount of all dues payable to the Association for such assaciution year (iv) the Landlord, as agent for the Association, may, at its option, collect all assessments due including delirlquent assessments or designate 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 necsssary by Landlord to effectively carry out the promotion and public relations objectives of the Association 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 staff and the Association shall reimburse Landlord for 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. Furthermore, no bylaw, rule or regulation of the Association shall conflict with the provisions of 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 tne Merchants' Association, as additional rent, the sum of twenty-five ($.25) cents per rentable square foot of total area le~sed 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 even if Tenant is not open for business for the "Grand Opening" so long as Tenant is required to open for business hereunder within one (1) year after the said "Grand Opening." ARTICLE IX PUBLIC UTILITIES SECTION 901. In addition to all rentals herein specified, Tenant shall be responsible for and shall pay for all utilities, used or consumed in or upon the demised premises, and all water charges, as and when the charges therefor Shall become due and payable, commencing on the date Landlord notifies Tenant that the demised premises are ready for occupancy. Unless supplied by Landlord, Tenant shall promptly make all appropriate applications to the local utility companies and pay all required deposits, connection fees and charges for meters and service for all utilities. SBCTION 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 thereof (such as water rent or sewage disposal), the Tenant shall at Landlord's request, pay - 12 - ------ . . ~ - ~ (j ,; 1 l:he cosb thereof l:o Lal. .ord as and when t.he char~_J l:herefor become dUe and payable, otherwise, Tenant shall deliv~r original receipted bills therefor t.o Landlord within thirt.y (30) days after the same arc ~ue and payable without interesl: or penall:y. SECTION 903. (i) In the event Landlord shall elect or be required to furnich any utility services to Tenant (other than electricity and Conditioned Air as described below), Tenant hereby agrees to purchase and pay for the same from Landlord, provided Landlord shall charge therefor 1I0t more than the Sllme consumer rate as is charged by the public service corporation or municipal authority, as l:he case may be, supplying similar usage and services to a retail customer in the general area in which the demised premises are situated. (ii) Tenant agrees to purchase from Landlord and pay for Conditioned Air to be used by Tenant for heating and air conditioning the demised premises, as additional rent, upon presentation of bills therefor, at the rates set forth in and SUbject to adjustments in accordance with Landlord's Conditioned Air Charge Rate Adjustment Schedule attached hereto as Exh ibit "D." (iii) Landlord will initially purchase water from the Riverton Water CompallY via at least four (4) metered services at four (4) meter room locations. Each domestic water meter will service a grouping of ~~ll stores. A 3/4" capped valve outlet will be provided for each Tellant. If Tenant requires greater than a 3/4" water service, Landlord will furnish and install the required water piping and modification, at Tenant's expense. At Landlord's option, Tenant will install a water meter with remote reader. Landlord will only require metering of large water use tenants such as beauty parlors, restaurants, etc. Normally, small retail stores with only toilet rooms will not be required to be metered. Landlord will divide its total water cost by gallons supplied to obtain the average water cost per gallon. Landlord will charge metered Tenants' .or water usage based on the average cost per gallon multiplied by metered gallons consumed. Landlord will then deduct from the total water cost, the amount billed to metered Tenants an~ the balance of. the water costs shall be apportioned on a gross leasable area basis among the unmetered Tenants. (!v) There is currently no sewer rent aside from real estate taxes. In the event the local authority, municipality, utility or other body collects for the sewerage or sanitary service, Tenant covenants and agrees to pey the sewer rent charge (both minimum and otherwise) end any other tax, rent, levy, connection fee or meter or other charge which now or hereafter is assessed, imposed or may become a lien upon the premises, or the realty of Which they are a part, pursuant to law, order or regulation made or issued in connection with the use or maintenance of any sewerage connection or system. (v) Landlord may, after thirty (30) days' notice to Tenant, cease to furnish anyone or more of the utility ::~~pi~eSt to the premises, without any responsibility to Tenant, " 0 connect Tenant's distribution facilities therefor with another source for the utility service so discontinued. - 13 - - . . , - ~ ~ , 1v.11 It is 1 ended that l:hf.' cost of el .tri01l:y be . included n the minimum annual rent. Since the characterlsticB of Tenant's electrical equipment and fixtures are not known at the time of the execution of this lease, Landlord and Tenant are not able to agree upon the sum to be included in the minimum rent for electricity (said sum being hereinaft~r called the MElectricity ComponentM). ror that reason, the minimum annual rent s~t forth in this lease does not include the Electricity Component. At such time as l:he Electricity Component shall be determined in accordance with Exhibit "E" of this lease, J.he minimum annual rent shall be adjusted to include the Electricity component. SECTION 904. Landlord shall not be liable to Tenant for any damages should the furnishing of any utilities by Landlord be interrupted, curtailed or required to be terminated because of necessary repairs or improvements or any cause beyond the reasonable control of Landlord. Any interruption, curtailment or cessation of utilities or service shall not relieve Tenant from the performance of any of Tenant's covenants, conditions and agreements under this Lease. ARTICLE X TAXES SECTION 1001. , ' Tenant shall pay to L3ndlord each fiscal year or years of the taxing authorities during the term hereof (appropriately appor~ioned for any partial year at the beginning or end of the term hereof) on demand, as add!tional rent, "Tenant's share of real estate taxes", as hereinafter described, based upon the fiscal years of the taxing authorities. SECTION 1002. Tenant's share of real estate taxes for any such fiscal year ~~all be an amount equal to the product obtained by multiplying th~ number of gross rentable square feet of ground floor area leased by Tenant by the "ourrent tax per square foot" in such fiscal year. The current tax per square foot shall be computed by diViding the amount of the tot~l real estate taxes and assessments levied on the Shopping Center by the total gross number of square feet of rentable ground floor area in the Shopping Center or portion thereof reflected in such assessment. SECTION 1003. Tenant shall be responsible for and shall pay before delinquency all taxes assessed against any leasehold interest or personal property of any kind owned or placed in, upon or about the demised premises hy the Tenant. SECTION 1004. t.h If at any time during the term of this Lease the ~e, o~s of taxation prevailing at the commenc~ment of ~he term ereo shall be altered GO that in lieu of or as supplement to - 14 - .- . , -: ... .A ~ ~ i~ or a substitute for tho .hole or any pbrt of the. JI estate taxes or assessments now levied, assessed or impaled on the Shopping Center, t~ere shall be levied, assessed, or imposed (i) a tax, assessment, levy, imposition or charge, wholly or partially as a oapital levy or otherwise, on the rents reoeived therefrom, or (ii) a tax, asSellsment, levy (inclUding, but not limited to, any munioipal, state or federal levy), imposition or oharge measured by or based in whole or in part upon the Shopping Center and imposed upon the Landlord, or (iii) a lioense fee measured by the rent payable under this Lease, then all Buoh taxes, assessments, levies, impositions and charges, or the part thereof so measured or based, shall be deemed to be inoluded in the general reel estate taxes and assessments payable by the Tenant pursuant to Seotion 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 subject thereto, and the Tenant shall pay and disoharge the same as herein provided in respect to the payment of general real estate taxes and assessments. Real estate taxes shall inolude all taxes attributable to improvements now or hereafter made to the Center or any part thereof or the present or future installation of fixtures, machinery or equipment thereon or therein, all real estate taxes, assessments, water and sewer rents (not based on consumption) and other impositions and charges of every kind and nature whatsoever, nonrecurring as well as recurring, special or extraordinary, ordinary, foreseen and unforseen and all installments thereof levied, assessed or impos~d or due and payable are liens upon or arising in connection with the use, occupancy or possession of, or any interest in, the Center or any part thereof, or any land, building or other improvements therein. SECTION 1'005. 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 additional rent in equal monthly installments at the same times as fixed minimum rent is payable hereunder, without demand and without any deduction or setoff whatsoever. If Tenant's proportionate shar~ of the actual real estate taxes and assessments for any fiscal year exceeds said real estate tax charge actually paid by Tenant for such period, Landlord will deliver to Tenant a statement showing in reasonable detail Tenant's proportionate share of such actual real estate taxes and assessments and, within twenty (20) days after delivery of such statement, Tenant will pay such excess shown to be aue by said statement as additional rent. The official tax bill and the statement submitted by Landlord shall be sufficient evidence of the actual real estate taxes and assessments. If at any time or'times Landlord receives notice of an increase in the assessment or tax rate, Landlord may adjust the amount of the monthly installments thereafter due from Tenant an account of its proportionate share of real estate taxes and assessments by increasing such installments by an amount equal to one-twelfth (1/12th) of the excess, if any, of Tenant's estimated share of such real estate taxes and assessments over the real estate tax charge then due from Tenant hereunder. - IS - -- , , < - I\R'rICLE' Xl REPAIRS . SECTION 1101. Landlord will keep the r~of 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 excepting any work done by Tenant and work required by reason of Tenant's negligence or misuse of the demised premises, , provided that in each case Tenant shall have given Landlord 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 of the demised premises shall be the responsibility of and ~hall be done by the Tenant. Tenant will also make all necessary repairs and replacements in order to keep the interior of the demised premises, together with .11 electrical, plumbing, heating, air-conditioning and other mechanical installations therein, all doors, door closers and frames, all plate glass and door and window glass frames and all fixtures, equipment and stock, clean and in good order and proper repair (including periodic painting) at its own expense, using materials and labor of kind and quality equal to the original work, Bnd will surrender the demised premises at the expiration or earlier termination of this Lease in 89 good condition as when received, excepting only deterioration caused by ordinary wear and tear and damage by accidental fire or other casualty of the kind insured against in standard pOl,Jies of fire insurance with extended coverage not caused by Tenant, its agents, employees and invitees. Except as hereinabove provided, Landlotd shall have no obligation to repair, replace, maintain, alter or modify 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 of the Tenant. Under no oircumstances shall Landlord be obligated to repair, replace or maintain any plate glass or door or window glass, frames or door covers and Tenant shall at all times carry In a reputable company, full coveTage insurance on all plate glass in the demised premises and shall cause prompt replacement if ch il'.'ed, cracked or broken, said policy or a c~rtificate thereof shall be deposited with Landlord and shall provide that it shall not be cancelled or modified for any reason without at least twenty (20) days prior notice thereof to Landlord. Anything herein to the contrary 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 order and repairl and Tenant agrees to be Bolely responsible for and thereafter to repair and to ~aintaln the roof, 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 be cut t.hrough the roof without Landlord's prior written consent. In the event any holes are required to be cut in the roof, Tenant will engage Landlord's roofing contractor or any roofer ap~roved by Landlord's bonding company, to flash and Patch such holes so as to maintain the validity of Landlord's roof bond and responsibility thereunder. - 16 - - , . .. - n r, ARTICLE 'XII . TENANT'S RIGHT TO MAKE ALTERATIONS SECTION 1201. Tenant shall not make any alterations, improvements or additions to the demised premises during the term of this Lease or any extension or renewal thereof without first obtaining the written oonsent of Landlord. Tenant shall not out or drill into, or seoure any fixture, apparatus or (lquipment of any kind to any part of the demised premisea without first obtaining the written oonsent of Landlord. All alterations, improvements and additions made by T~nant as aforesaid shall remain upon the premises at the expiration or earlier termination of this Lease and ehall become the property of Landlord, unless Landlord shall, prior to the expiration or termination of this Lease, have given written notioe to Tenant to remove the same, in whioh event Tenant shall remove such alterations, improvements and additions and restore the premises to the same good order and condition in which it was at the commencement of this Lease. Should Tenant fail so to do, Landlord may do so, OOllecting, at Landlord's option, the cost and expense thereof from the Tenant as additional rent. SECTION 1202. Tenant shall at all times maintain fire insurance with broad form all rIsks extended coverage endorsement insuring the interest of Landlord, Agent and of Tenant !' companies acceptable to Landlord at all times and in an amount acceptable to Landlord at all times as adequate to cover the full costs of replacement of all such alterations, additions, improvements or changes in the event of fire or extended coverage loss. Tenant shall deliver to the Landlord certificates of such fire insurance coverage, and such policy shall contain a clause requiring the insurer to give the Landlord twenty (20) days' prior notice of cancellation. 'fen!lllt shall deliver to Landlord new or renewal insurance certiflcates twenty (20) days prior to termination or cancellatlon of the prlor pOlley. ARTICLE XIII AFFIRMATIVE COVENANTS OF TENANT SECTION 1301. Tenant shall I (1) Comply with any and all current or future requirements of any of the constltuted pUblic authorities, and with the terms of any State or Federal statute or local ordinance or regulation applicable to Tenant or its use or occupancy of the demised premises, and save Landlord harmless from penalties, fines, coats, expenses or damages reSUlting from failure to do SOl (ii) Give to Landlord prompt written notice of any accident, fire or damage occuring on or to the demised premisesl (iil) 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 g:~~~~tedhtothremalin parked, overnight, in any area of Shopping , Weer oaded or unloaded, - 17 - - , . , . ~. iii,':' t", " (iv) See that there are no undue accumulations of garbage and refuse, keep the same in proper containers on the interior of the demised pr~mlses,untll called for collection, remove the same at Tenant'. expense, all in accordance with municipal regUlations, (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 oontrary governmental regulations, (vi) Keep the outside areas immediately adjoining the demised premises clean and free from snow and ice and not to place or permit any rubbish, obstructions or merchandise in such arees, (vii) Keep the demised premises (inClUding all exterior surfaces and both sides of all glass) clean, orderly, sanitary and free from objectionable odors and from 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, (ix) Keep its display windows, including window or shadow boxes, in the demised premises, dressed and illuminated and its signs and external lights well lighted every day from ~undown until 10:00 P.M., \p.place promptly at Tenant's expense with gl~ss of kind and quality equal to the original any plate glass or window or door glass in the demised premises which may 6eoome cracked or broken, (x) Conduct its business in the premises in all respects in a dignified manner and in accordance with high standards of store operation, (xi) Comply with all reasonable rules and regulations of Landlord in effect at the time of the execution of thig Lease or at any time or times, and from time to time, promulgated by Landlord, ". \ch Landlord in its sole discretion shall deem necessary in' oOnllection with the demised premises, the building of which demised premises are a part, or the Shopping Center, including the installation of such fire extingUiShers, water buckets and other safety equipment as Landlord may reasonably require, and (xii) In the event any labor, materials or equipment are furnished to Tenant on the demised premises with respect to which any mechanic's or materialman's lien might be filed against the demised premises, or against Landlord's interest therein, take appropriate action prior to the furnishing thereof to assure that no such lien will be fileal and pay when due, all sums of money that may become due for any su~h labor, materials or equipment and to cause any such lien to be fully discharged and released promptly upon receiving notice thereof, and shall indemnify and save Landlord harmless from ~ny cost, 1088 or expense, including reasonable attorney's ees, resulting from the filing of such lien or incurred b Landlord in discharging the same should Tenant fail to do ~o ~romp~lr' Nothing in this Lease is intended to authorize enan 0 do so or cause any work or labor to be done or an ~:~~~ia~s t~lbe supplied for the account or benefit of y bel~ef ~~ ~n~ at o~e~~~t ~ame Ito bei solely for Tenant's account and s so e r sk and expen~e. - 18 - - " . ; - t'!) n " ARTICLE XIV NEGATIVE COVENANTS OF TENANT SECTION 1401. Tenant ahall not do any of the following without the prior cons~nt in writing of Landlords (i) Use or operate any machinery that, in Landlord's opinion, ia harmful to the building or disturbing to other tenants in the building of which the demised premises is a part, nor shall Tenant use 8ny loud speakers, televisions, phonographs, radios or other devices in a manner so as to be heard or Been outside of the demised premises, nor display merchandise on the exterior of the demised premises either for 8ale or for promptional purposesr (ii) Do or suffer to be done, any act, matter or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in foroe or hereafter to be placed on the demised premises or any part thereof, or on the building of which the demised premises may be a part, shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than at the date when Tenant receives possession hereunder. In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to ~.~ to Landlord as additional rent any and all increase or Increases of premiums on insurance carried by Landlord on the demised premises, the Shopping Center or any part thereof, caused in any way by the occupancy ot Tenant! (iii) 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! (~. Be upen for business on any Sunday unless the Hall 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, (vii) Execute or deliver any security interest in any trade fixtures or other property placed upon the demised premises at any timer and (viii) Solicit business or distribute any handbills or other advertising matter in the common areas of the Shopping Centerr Name. (ix) Operate under any name other than Tenant's Trade "19 .. .- . . ~ fI) ARTlCLE XV ' SIGNS SECTION 1501. Tenant shall not place, alter, exhibit, inscribe, paint or affix any sign, awning, canopy, advertisement, notice or other lettering on any part of the outside of the demised premises or of the building of which the demised premises is a part, or inside the demised premises if visible from the outside, nor paint any brick or stonework, cornice work, mill work or iron wotk, without first obtaining Landlord's written approval thereof, and Tenant further agrees to maint~in such .ign, awning, nanopy, lettering, etc., as may be approved in good condition and repair at all times, and repair all damage to the demised premises that is caused by the installation, maintftnance or removal of such signs, lettering, etc. Tenant shall comply with the sign specifications attached hereto 8S Exhibit "C" and made a part hereof. ARTICLE XVI RIGHTS OF LANDLORD SECTION 1601. Landlord reserves the following rights with respect to the demised premises I (i) At all reasonable times, by itself or its duly authorized agents, employees and contractors to go upon and inspect the demised premises and every pact thereof, to enforce 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 for any other purposesl (ii) To display a "For Sale" sign at any time, and also after notice from either party of intention to terminate this Lease, or at any time within five (5) months prior to the expiration of this Lease, a "For Rent" sign, or both "For Rent" and "For 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 authroized by Landlord may inspect the premises at reasonable hours at any time, (iii) To install or place upon, or affix to, the roof and exterior walls of the demised premises equipment, signs, displays, antenna, and any other object or structure of any kind, provided the same shall not materially impair the structural integrity of the building or interfere with Tenant's occupancy, (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 Dame. Landlord also reserves the right to construct other or add to other buildings or improvements in the Shopping Center, and to permit others to do so to do so from time to time, ' - 20 - ~ 4i ~ Iv) To discontinue any and all facilities furnished bnd services renderAd by Landlord not expressly convenanted for herein, it being understood that they constitute no part o~ the consideration for this Lease, (vi) At any time and from time to time to use all or any part of the roof and exterior walls of the demised premises for any purposes, to erect scaffolds, protective barriers and other aids to coristruotion on, around and about the exte~ior of the demi.ed premises, provided that access to the demised premises shall not be completely denied, to enter the demised premises to shore the foundations and/or walls thereof and/or to install, mainta1n, use, repair, inspect and replace pipes, ducts, conduits and wires leading through the demised premises and serving other parts of the ShoPfing Center in locations which do not materially interfere w th Tenant's use thereof. Tenant further agrees that Landlord may make any use it desires of the side or rear walls of the demiAed premises, provided that there shall be no encroachment upon the i~terior of the demised premises, (vii) If an excavation shall be made or authorized to be made upon land adjacent to the premises, Tenant shall afford to the person causing or authroized to cause such excavation license to enter upon the premises for the purpose of doing such work as Landlord shall deem necessary to preserve the wall or the building of which the premises form a part from injury or damage and to support the same by proper foundations, without 6ny claim for damages or indemnification against Landlord or diminution or abatement of rent, (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 of the rights of Landlord in this Section 1601, (ix) The purpose of 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, bet not limited to, additions to, subtract~ons from, and/or relocations or reatrangements of, the bul1i1ings, 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 impairedl (x) Landlord reserves the right to sever the ownerShip of or title to the various sections of the Shopping Center and/or to place separate mortgages on said sections of 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 utiliti~s and facilities needed for the full Use and enjoyment of the d~mised premises by Tenant and other tenants or OCcupants in the shopping Center without impairing any of the duties and" Obligations of Landlord to Tenant under this r.ease. Tenant shall execute from time to time such instruments reasonably requiireid by Landlord and its mortgagee to effectuate the pro v Sons of the Section 1601 (Xl, and ' (lli) If during the last month of the term of this Lease or any renewal or extension thereOf, Tertant shall have - 21 - -- . . ., remove~ all or substal..J.ally all 'of Tenant's prot'~rty from t.he ' demised premises, Landlord may, prior to the expiration or termination of the term of this Lease, without releasing Tenant from any of Tenant's obligations pursuant tn this Lease, including, without limitation, Tenant's obligations to repair and restore the demised premises and to pay the full rent and other sums due hereunder, immediately enter upon the demised premises and alter, renovate and decorate the same. f)'.'. .. :l, ~ ARTICLE XVII DAMAGE TO PREMISES SECTION l70l. If the demises premises shall 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 ehall promptly at its own expense cause such damage to be repaired, and the minimum annual rent shall not be abated. If by reason 0' any such occurrence, the demised premises shall be rendered un~enantable only in part, Landlord shall promptly at its own exp,nse cause the damage to be repaired, and the minimum ren~ meanwhil. shall be abated proportionately as to the portion of the demised premises rendered untenantable. If the demised premises .hall be rendered wholly untenantable by reason of such occurrence, the Landlord shall promptly at its own expense caus& suc~ damage to be repaired, and the minimum rent meanwhlle shall be abate~ in whole,~-ovided, however, that Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within sixty (60) days from and after said eccurrence, to elect not to reconstruct the destroyed premises, and in such event this Lease and the tenancy her,by create~ shall cease as of the date of said occurrence, the rent to be adjusted as of such date. Landlord's obligationa hereunder shall be limited to the building shell and work originally done by Landlord at Landlord's cost. ARTICLE 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 r.onnection with loss of life, personal injury and/or damage to property occurring in or about, or arising from or out of, the demised premises and adjacent sidewalks and loading platforms or areas or occasioned wholly or in part by any act or omission of Tenant! its agents contractors, customers or employees. Tenant shall keep'in force at its own expense public liability insurance in companies at all times acceptable to Landlord sufficient to cover such indemnification and naming as insureds Landlord, ~ge~: a~d Tenant, (and, upon request, any other party named by a~ or) and containing an express waiver of any right of su rogation against Landlord and other named insureds ' ~h~~~nated by Landlord, with minimum limits of Five Hundred or de:~~ O~llars ($500,000) on account of personal injuries to account o~ p:~:o~:~s~nnj'Uanid onte Million Dollars ($1,000,000) on r es 0 or death of more than one (XiilNotwithstanding anything to th relocate Tenant's demised pre i e contrary her'eil1', Landlord reserves the right to mall and such relocati~n shal~ ~:s to an alte~native location within the enclosed adversely affect Tenant's abilit :t Lan~lord s expense and shall not materially or or egress to the demised' premise~ ~ c~n u~t business or affect ViSibility or ingress and Tenant. Should such relocati. uc re oeation shall be approved by both Landlord right to terminate the lease wit on not be approved by Tenant, Tenant shall have the in writing of the new location, hin ninety (90) days after~dlord notifies Tenant I _ "'''I __ m I'l person as the result: ~., lny one aljcide/lt or disa~ :, llnd Five Hundred ThoOsand Dollars ($500,000) on account of damagu to property, llnd Tenant will further deposit the pOlicy or policies of such insurance, or certificates thereof, with Landlord with evidence of paYlnent of premium at all times commencing with the date Tenant first enters upon the demisea premises for any purpose. Bach policy 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 t.he area of the Shopping Center at any timl. ARTICLE XIX WAIVER OF CLAIMS SECTION 1901. Landlord and Landlord's agents, employees 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 for damage resulting from (f) any defect in or failure of plumbing, heating or air-conditioning equipment, electric wiring or installation thereof, water pipes, stairs, railings tlr walks, (ii) any equipment or appurtenances becoming out of repair; (iii) the bursting, leaking or runnin~ of any tank, washstand, water closet, waste pipe, drain or any other pipe or tank in, upon or about such building or premises, (iv) the backing 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 roof or any other place upon or near such building or premises or otherwise; (vii) the falling of any fixture, plaster or stuccOI (viii) broken glass 1 and (ix) any act or omission of co-tenants or other occupants of said building or of adjoining or contiguous property or buildings. SECTION 1902. In the event the demised premises or its contunts are damaged or destroyed by fire or other insured casualty, the rights, if any, of either party hereto against the other with respect to such damage or destruction are waived; and all policies of 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 from any person or persons prior to the date and time of loss or damage, if Bny. ARTICLE XX TRADE FIXTURES SECTION 2001. i All trade fixtures installed by Tenant in the leased l~em ses shall be new or completely reconditioned and remain oree~~~l:~tie~~i~entaint aOfd Shall be remOvable at the expiration a on 0 this Lease or any renewal or - 23 - '- , . -l ~ .~ ~ extension thereof, pro\.ded Tenant' sha!l not at s~~h time be in default under any oovenant or agreement contained in this Leale, and provided further, that in the event of suoh removal Tenant shall promptly restore the ~remisea to their original order and condition. Any luch trade fixtures not removed at or prior to luch termination shall be and become the property of Landlord. All improvements and fixturea ins~alled by Tenant other than trade fixtures, including but not limited to, heating equipment, lighting fixtures, air-conditioning equipment, store front, oeiling, wall treatment, floor covering, ~lumbing and electrical systems and fixtures, whether or not inltalled by Tenant, shall not be removable at or before the expiration or earlier termination of this Lease or at the expiration of any renewal or extension thereof, and shall become the property of Landlord without any compensation therefor to Tenant. ARTICLE XXI ASSIGNING, MORTGAGING, SUBLETTING SECTION 2101. Tenant shall not assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the whole or any part of the demised premises, or permit the use of the whole or any part of the demised premises by any licensee or concessionaire, without first obtaining the written consent of Landlord. ~his prohibition shall be construed to include a prOhibition against any assignment or subletting by operation of law. In the event of any such assignment, subletting, lip~nsing or granting or a concession, made with the written consent of the Landlord as aforesaid, Tenant will nevertheless re~ain liable for the performance of all the terms, conditions, and covenants of this Lease. Any permitted 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 wr.itten notice to Tenant, declare such change a breach of this Lease. Landlord hereby consents to the assignment of this Lease or the subletting of the demised premises to a wholly owned subsidiary of Tenant, subject to the provisions above respecting continued liability of Tenant and the 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 be appropriate for such different use. ARTICLE XXII SUBORDINATION SECTION 2201. This Lease, upon request by Landlord, shall be automatically subject and subordinate to any and all nO~iocc~pancy lea~es, mortgages or deeas of trust (collectively ~a ted Mortgages) now or hereinafter placed upon the Shopping en er, or any part thereOf, and to all future modifications C~~solidations, replacements, extensions and renewals of an~ a amendments and Supplements to said Mortgages ' Notwithstanding such subordination, as aforesaid; this Lease, - 24 - - . . , - f' 'tif' n '. excep~'as otherwise heL~inafter piovid~d, shall n~~ terminate or be divested by foreclosure or other default proceedings under said Mortgages or Obligations secured thereby, and Tenant shall attorn to and recognize the Leslor, Mortgagee, Trustee or the purchaser at the foreclosure sale in the event of such foreclosure or other default proceeding, as Tenant's Lsndlord 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 foreolosure .ale shall not bel (111) Liable for any act or omission of Landlord, Subject to any offsets or defenses which Tenant might have against Landlord, B,ound by any rent or additional rent which Tenant may have pa d to Landlord for more than the current month, and (iv) Bound by any amendment or modification of this L!ase made without its consent. (i) (11) SECTION 2202. Notwithstanding the attornment agreements hereinabove set forth, the beneficiary of ony such attornment agreements may elect to declare said attornment provisions to be null and void and of no force and eff.ect. SECTION 2203. Tenant agrees to execute, acknowledge and deliver any and all documents required to effectuate the provisions of this Ar tiele XII. SECTION 2204. Tenant agrees to give any such Lessors, Mortgagees and/or trust deed holders by registered mail a copy of any notice of default served upon the Landlord, provided that prior to such notice, Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such 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 default or if such default cannot be cured within that time, then such additional time as may be necessary to cure such detault (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 :~:p:ct t: the Shopping Center of which the demised premises their ~:~pe:~iany part thereof (the "Authority"), or any of " ve counsel, shall deem Tenant to be a "princi al ~:~~nu~w~~~~noih~9~:aning of Sdecdtion 103(b) (6) of the Inter~al , as amen e (the "COde")) of any facility - 25 - '-- . . " ~ ~l,I;' with re'spect to which ~ ,I! AuthorHy shall author1h the issuance of or shall have issued obligations intended to qualify under said Section 103(b) (6) of the Code, Tenant shall provide, upon written request of Landlord from time to t!m- (1) a statement of capital expenditures made by Tenant and related persons (as defined in Section 103 (bl (6) (el of the Code) in the county or incorporated municipality in which the demised premi.es are located during lhe period beginning three (3) years before the date of issue of the Obligation of the Authority, and (ii) supplemental statements of capital expenditures during'the period ending three (3) years af~er the date of suoh issue. Such statements of capital expenditures by Tenant shall be made in a manner complying with the regulations promulgated under Section 103 of the Code (which regUlations currently require, inter alia, the listing of dates and amounts of each capital expenarturer-and shall also, where required by suoh regUlations, be filed with or submitted to the Internal Revenue Service and/or the, Authority. ~ ARTICLE XXIII O!,'I:'SET STATEMENT SECTION 2301. Within ten (10) days after request therefor by Landlord, or in the event that upon any sale, assignment, lease or hypothecation of th, leased premises and/or the land thereunder by Landlord, an offset sta tement shall be recall I red from Tenant, Tenant ag,ees to deliver in recordable form a certificate to any proposed Mortgagee, Lessor or purchaser, or to to the Lan~lord, certifying (if such be the easel that this Lease is in full force and effect and there are no defenses or offsets thereto, or stating those claimed by Tenant. ARTICLE XXIV TRANSFER BY LANDLORD SECTION 2401. , ' The term "Landlord" as used in this Lease means the Owner, only for the time being, of fee title or a leasehold estate in and to the demised premises. So long as all sums held in escrow by Landlord are paid over to any transferee of said premises or assignee of said leasehold estate, Landlord shall be and is hereby relieved of all covenants and obligations of Landlord hereunder after the date of transfer of said demised premises or assignment of said leasehold estate, as the case may be, and it shall be construed without further agreement between the parties that the transferee has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder from the date of such transfer. ARTICLE XXV CONDEMNATION SECTION 2501. Tenant hereby waives as to Landlord and the condemning authority any award or damage or claim therefor for loss or - 26 - -- , - ..: - .~ r" '.~ damage' to Tenant as th.. result at' the 'exercise at ,he power of eminent domain of any governmental body, whether such loss or damage results from condemnation of pGrt or all of the demised premises or any portion of the par.king ar-~ or service entrances and exits. Should any power Qf eminent domain be exercised after Tenant is in possession, such exercise shall not void or hlpdr this Agreement unleu the amount of the demised premises so taken is 8uch as to substantially impair the usefulness of the demised premises for the purpose for whi~h the 8ame ar~ hereby demised in which event either party may cancel this Lease by notice to the olher within sixty (60) dftY8 after possession is taken and the rental herein provided shall abate (proportionately or entirely, as the case may be) a8 of the date posse8sion is taken by the condemning authority. ARTICLE XXVI FINANCING STATEMENT SECTION 2601. Tenant shall not enter into, execute or deliver any financing 8greement that can be considered as a priority to any 1e8se, mortgage or deed of trust upon the demised premises and, in the event Tenant does so execute or deliver such financing agreement, such action on the part of Tenant shall be considered a breach of the terms and conditions of this Lease entitling Landlord to such remedies as are provided for herein. Tenant agrees that Landlord sha:' have an express contractual lien (in addition to any statutory lien) for the performance of 811 of Tenant's obligations pursuant to this Lellse, upon all of the fixtures, machinery, equipment, goods, inventory and personalty which are, or hereafter may be, placed in or upon the demised premises. ARTICLE XXVI I SURRENDER AND HOLDING OVER SECTION 2701. Tenant, upon expiration or termination of thlsLease, either by lapse of time or otherwise, shall peaceably render to Landlord the premises in broom-clean condition and In good repair. In the event that Tenant shall fail to surrender the premises upon demand, Landlord, in addition to all other remedies available to it hereunder, shall have the right to receive, as liquidated damagES for all the time Tenant shall so retain possession of the premises or any part thereof, an amount equal to twice the minimum and percentage rent specified in this Lease, as applied to such periOd. If Tenant remains in possession of the premises with Landlord's consent but without a new Lease reduced to writing and duly executed, Tenant shall be deemed to be occupying the premises as a tenant at will subject to all the covenants, conditions and agreements of'this ~ease, except that the then current minimum annual rent shall e increased by SOt during such periOd. - 27 - - . . , . ... ~~'...;, n I ARTICLE XXVII I NOTICES SECTION 2801. Wherever in this Lease it shall be required or permitted that notioe or demand be given or served by either perty to thil Lease to one or the other, suoh notioe or demand shill not be deemed to have been duly given or served unless in writin9 and either per.onally delivered or ~orwarded by Certified Mail, Return Reoeipt Requested, postage prepaid, addresled al folloWI. TO THE LANDLORD AT. Suite 460 555 E. City l.ine Avenue Bala Cynwyd, Pa. 19004 TO THE TENANT AT. the address set forth in Article I obevs. suoh addresses may be changed from time to time by either party by serving ~otices as above provided. ARTICLE XXIX PERFO~NCE OF TENANT'S COVBNANTS SECTION 2901. Te~ant shall perform all agreementJ herein expressed on its part tp be per~prmed, and will promptly upon receipt of written notlce of non-performance thereof, comply with t~e requirements of such ~otice, and further, if Tenant shall not comply with such notiae to the satisfaction of Landlord within for ty-eight (U) hours a ft:er dell very the reof, (or if such compliance cannot reasDnably be completed within forty-eight (48) hours, if Tenant shall not commence to comply within such periOd and thereafter proceed to completion with due diligence), Land10rd may, at its option, do or cause to be done any or all of the things at~cified in said notice, and in so doing Landlord shall have the right to cause its agents, employees and contractors to enter upon the demised premises and in such event shall have no liability to Tenant for any loss or damage reSUlting in any way from such action, and Tenant shall par promptly upon demand any expense incurred by Landlord in tak n9 such action, any such sum to be collectible from Tenant as addItional rent hereunder. ARTICLE XXX EVENTS OF DEFAULT SECTION 3001. The occurrence of any of the following shall constitute an event of default hereunder. ' (i) Failure of Tenant to commence business within tho time period specified by Article III hereof, liL) Discontinuance by Tenant of the conduct of its business in the demised premises, - 28 - .- . . , - ~ I") (iii) 'he filing of a.petition by or against Tenant for adjudication as a bankrupt or Insolvent, for its reor9aniz~Hon or for the eppointlnent of a receiver or trustee of Tenant'l property, an aSlignment by Tenant for the benefit of creditors, or the taking of posseslion of the property of Tenant by any governmental officer or agency pursuant to atatutory authority for ths dlslolutlon or liquidation of Tenant, 'Iv) Failure of Tenant to pay whsn due any Inltallment of rant hereunder or any other sum herein required to be paid by Tenant, (v) Vacation or desertion of the demised premises or permitting the lame to be empty and unoccupied, (vi) Tenant'a removal or attempt to remove, or manifesting an Intention to remove Tenant's goods or property from or out of the demised premises otherwise than in the ordinary and usual course of business without having first paid and satisfIed Landlord for all rent which may become due during the entire term of thia Lease, (vii) Tenant's failure to perform any other covenant or condition of this Lease within twenty (20) days after written hot ice and demand, unless the failure is of such a character as to reauire more than twenty (20) dars to cure, in which event Tenantrs failure to proceed diligent y to cure such failure a' '11 constitute an event of default, and (viii) Failure of Tenant to comply with Section 2701 hereof. ARTICLE XXXI RIGHTS OF LANDLORD UPON DEF'1\ULT BY TENAN'l' SECTION 3101. ..~ the event of occurrence of an event of default hereunderl (i) The whole rent for the balance of the term of this Lease, as hereinafter computed, or any part thereof, at the option of the Landlord, shall immediately, without act or notice, become due and payable as if by the terms 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 aforeaaid, 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 file 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. th h Rent for each yoar for the balance of the term after e appening of any event of default for the purpose of computing the whole rent for the balance of the term of this Lease under Section 3101 and 3105 hereof shall be computed as - 29 - - . . ; " ~ ~ equal to the yearly av~_age if the minimum and pe..entage rent payable by Tenant pursuant to Article VI of this Lease for the last three 13) full lease years immediately pteceding said event of default, pluS (the following herein referred to as "Added Charges") Tenant'. .hare of real estate taxes, dues to the Merchants' Association, insurance charges and costs of operation of the Shopping Center and maintenance of the common areas and facilitiea, payable for the current applicable year. If the amount of Added Charges for the current applicable year are not then available, then Tenant'. share of Added Charges payable for the preceding year shall be used in the computation of annual rent. If leS8 than three 13) full 1eB.e years have preceded the occurrence of said event of default, then the annual average of minimum and percentage rental ther.etofore required to be paid by Tenant shall be usod in the computation of annual rent. SECTION 3103. As long as the whole rent or any part thereof as aforesaid remains 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 of such demised premises for the account of Tenant tor such rent and upon such terms and to such persons, firms or corporations and for suoh 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 instruction given by Tenant about such reletting, or do any act or exercise any care of diligence with respect to such reletting or to the mitigation ot damages. For the purpose of such reletting, Landlord may decorate or make repairs, changes, alterations or additions in or to the demised premises to the extent deemed by Landlord desirable or convenient, and the coat of 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 sums collected by Landlord from any new tenant obtained on account of the Tenant shall be credited against the balance of the rent due hereunder as aforesaid. SECTION 3104. At any time after any event of default shall occur and remain uncured, Landlord, at its option, may serve notice upon Tenant that this Lease and the then unexpired term hereof shall cease and expire and become absolutely void on the date specified in such notice, to be not less than five (5) days after the date of such notice, and thereupon, and at the expiration of the time limited in such notice this Lease and the term hereof 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's liability) as if the date fixed iN Buoh notice were the date herein specified for expiration of the term of this Lease. Thereupon, Tenant shall immediately quit and surrender to Landlord the demised premises, including any Rnd all buildings ~nd improvements thereon, and Landlord may en~ir into and repossess the demised premises by summary prccee ngs, detainer, ejectment or otherwise, and remove all ~hcupantsit~ereof and, at Landlord's option, any property da~~~~~ ~h~r~~~r?eing liable to indictment, prosecution or - 30 - ....... . . , ,ffI!tro ;. ;, "" " SECTION 3105. In the event of termination of this Lease, at Landlord's option, Tenant shall pay to Landlord all rent:\ and other charges payable hereunder due and unpaid to the date of termination, together with liquidated damages in an amount equal to twenty-five (25%) percent of the balance of the rent and Added Charges required to be paid under this Lease from the date of said termination to the end of the term of this Lease, as if the 8ame had not been terminated, the said rent for the balance of the term of this Lease and Added Charges to oe computed in the same manner as provided in Section 3102 hereof. In the event any judgment has been entered against Tenant for any amount in excesS of the total amount required to be paid by Tenant to Landlord hereunder, then the damages assessed under said judgment shall be re-assessed and a credit ~ranted to the extent of said excess. The parties hereto acknowledge that the damages to which the Landlord is entitled in the event of a breach of this Lease and termination by Landlord are not easily computed and are subject to many variable factors. The parties hereto have agreed to the liquidated damages as herein provided in order to avoid extended litigation in the event of default by Tenant and termination of this Lease. SECTION 3106. Upon the occurrence of any event of default, as aforesaid, then Landlord or any person acting under Landlordl (i) May enter the premises and without further demand, proceed by distress and sale of the goods there found to levy the rent, all other charges herein payable as rent, and all costs and officers' commissions, including watchmen's wages, aNd further including the five (5t) percent chargeable by the Act of Assembly to Landlord, shall be paid by the Tenant, and that, in such case, all costs, officers' commissions and other charges shall immediately attach and become a part of the claim of said Landlord for rent, and any tender of rent without said costs made after the issue of a warrant of distress shall not be sufficient t~ satisfy the claim of said Landlord. T~nant hereby expressly waives the benefit of all laws now mad~ 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., Sec. SOl, and all supplements and amendments thereto that have been or may hereafter be passed, and authorizes the sale of any goods distrained for rent at any time after fipe (5) days from said distraint without any appraisement and/or condemnation thereof, and/or (ii) May re-enter and repossess the demised premises, breaking open locked doors, if necessary, and may use as much force as necessary to effect such entrance without being liable to any action or prosecution for such entry or the manner thereof, nor shall Landlord be liable for the loss of any property upon the premises. SECTIOH 3107. If proceedings shall be commenced by Landlord to recover possession under the Acts of Assembly, either at the end of a term or upon the occurrence of any event of default Tenant expressly waives all rights to notice in excess of fi~. (5) days required by any Act of Assembly, including the Aat of - 31 - "- , . , - D. ecember 14, IB63, t ~Act of April 3, lB30 and"",. the Act of April 6, 1951, and a~:I:::J's that in either or anY:j,h case five (51 days' n'otice shill.&. Il sufficient. 'Without 1. tation of ot . by the foregoing, the Tenant hereby waives any and all demands, notices of intention and notices of action or proceedings which may be required by law to be given or taken prior to any entry or re-entry by summary proceedings, ejectment or otherwise, by Landlord, except as hereinbefore expressly provided with respect to the five (51 days' notice and provided further that this shall not be construed as a waiver by Tenant of any notices to which this Lease expressly provides Tenant is entitled. SBCTION 3108. In the event of a termination of this Lease, prior to the date of expiration herein originally fixed, whether by reason of service of a notice as provided herein terminating this Lease or by reason of entry or re-entry, summary proceedings, ejectment or other of law, Tenant hereby waives all right to recover or regain possession of the demised premises, to save forfeIture by payment of rent due or by other performance of the conditions, terms or provisions hereof, if such termination occurred by reaSon of any failure in performance hereof, and without limitation of or by the foregoing, Tenant waives all right to reinstate or redeem this Lease notwithstanding any provisions of any statute, law or decision now or hereafter in force or effect, and Tenant waives all right to any second or further trial in summary proceedings, ejectment or in any other action provided by any statute or decIsion now or. hereafter in force or effect. SECTION 3109. The words "entry" and "re-entry" as used in this Lease shall 1I0t be deemed restricted to their technical legal meaning. SECTION 3110. In the event of a breach or threatened breach by Tenant of any of the agreements, conditions, cov~nants or terms hereof, Landlord shall have the right of injunction to restrain the same and the right to invoke any remedy allowed by law or in equity whether or not other remedies, indemnity or reimbursements are herein provided. The rights and remedies given to Landlord in this Lease are distinct, separate and cumulative remedies, and that no one of them whether or not exercised by Landlord, shall be deemed to be in exclusion of any of the others. SECTION 3111. If rent or any charges hereby reserved as relit or liquidated damages, or 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 pald by Tenant hereunder and to sign for Tenant an ag~Iement for entering into any competent court and amicable ~~ o~~e~rc~~tions for the recovery of rent, liquidated damages amicable t~ges or expenses, and in said suits or in said for all o~can;np:~ta~~i~~s to conifess judgment against Tenant option th e rent ncluding, at Landlord's , e rent for the entire unexpired balan~e of the term - 32 - '- , . " ~ ,. '. "'" f ':; of this Lease, comput~~ as aforesaid, and any ot~~r char~es, payments, costs and expenses reserved as rent or agreed to be paid by the Tenant, as well as liquidated damages, and for interest and costs togeti,tli: with an attorney's commission ot five (5\) percent thereof. Said authority shall not be exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time to time and as often a9 any of said rent or other charges reserved as rent or liquidated damages shall fall due or be in arrears, and such powers may b. exercised as well after the expiration of the original term or during any extension or renewal of this Lease. SECTION 3112. In the event that, and when, the Lease shall be determined by term, covenant, limitation or condition broken, as aforesaid, either during the original term of this Lease, or any extension thereof, and also when and as soon as the term hereby created, or any extension thereof shall have expired, it shall be lawful for Bny attorney as attorney for Tenant to sigr. an agreement for entering in Bny competent Court an amicable action and judgment in ejectment, without any stay of execution or appeal against Tenant and all persons Claiming under Tenant for the recovery by Landlord of possession of the herein demised premises, without any liability on the part of the said attorney, for which this Lease shall be a sufficient warrant, whereupon, if Landlord so desires a writ of possession with clauses for costs may issue forthwith without any prior writ or proceedings whatsoever. If for any reason after such aotion has been commenced the s....le shall be determined and the pbdBession of the premises hereby demised remain in or be restored to Tenant, the Landlord shall have the right to any '~~,sequent default or defaults to bring one or mor\! fur ther ~'micable actions In the manner and form hereinbefore set forth, to recover possession of said premises for such subsequent default. No such determination of this Lease nor taking, nor recovering possession of the premises shall deprive Landlord of any remedies or action 8g against Tenant for rent or for damages due or to become due for the breach of any condition or covenant herein contained, nor shall the bringing of any .uch action for rent, or brear.h of covenant or condi~lon nor the resort to ant other reme~. herein provided for ~he recovety of rent or damage for such breach be construed as , waiver of the right to insist upon the forfeiture and to obtain possession in the manner herein provided. SECTION 3113. In any amicable action of ejectment or for rent In arrears, Landlord shall first cause to be filed in such action an affidavit made by it or someone aoting for it setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Lease be filed in such action, it shall not be necessary to file the original as a warrant of attorney, any rule of court custom or practice to the contrary notwithstanding. SECTION 3114. by 0 i Any jUdgment, order or decree entered against Tenant attor n any court or Magistrate by virtue of the powers of and ~~~~n~o~i~~n~~ti~ ~hls Lease, or otherwise, shall be final, exception or obj ti a e an appeal, certiorari, writ of error, ec on to same, or tile a motion or rule to - 33 - ---. , . . , - , ~ , ~ strtke of or open or to stay execution of the same. Tenant releases to Landlord and to any and all attorneys who may appear for Tenant all errors in the Baid proceedings. Tenant expressly waives the benefits of law, now or hereafter in force, exempting any goods on the demised premises, or elsewhere from distraint, levy or sale in any legal proceedings taken by the Landlord to enforce any rights under this Lease. Tenant further waives the right to delay execution on any resl estate that may be levied upon to collect any amount which may become due under the terms and conditions of this Lease, and does hereby waive any right to have the same appraised and authorizes the prothonotary to enter a Writ of Execution or other process upon Tenant's voluntary ~aiver, and further agrees that the said real ~state may be sold on a Writ of Bxecution or other process. SBCTION 3115. Landlord shall have the right to apply any payments made by Tenant to the satisfaction of any debt or obligation of Tenant to Landlord according to Landlord's sole'dlscretion and regardless of the instructions of Tenant as to application of any such sum, whether such instructions be endorsed upon Tenant's check or otherwi&e, unless otherwise agreed by the parties in writing which makes specific reference to this section 3115. The acceptance by Landlord of a check or checks drawn by other than Tenant shall not in any way affect Tenant's liability hereunder, nor shall such acceptance be deemed an approval of any subletting or assignment of this Lease by Tenant. ARTICLE XXXII CUSTOM AND USAGE SECTION 3201. Any law, usage or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the covenants and conditions of this Lease in strict accordance with the terms hereof and notwithstanding any conduct or ,ustom on the part of the Landlord in refraining from so doing at any time or times. The failure of Landlord at any time or times to enforce its rights under said covenants and provisions strictly in accordance with the same shall not be construed as having created a custom in any way or manner contrary to specific terms, provisions and covenants of this Lease or as haVing modified or waived the same. ARTICLE XXXIII SUCCESSORS AND ASSIGNS, AGENT SECTION 3301. All rights, obligations and liabilities herein, given to, or imposed upon, the respective parties hereto shall extend to and bind the several and respective heirs, executors, administrators, SUccessors, sublessees and assigns of said harties, subject to the provisions of Section 2401, provided owever, that the liability of Landlord hereunder and an ' ~~c~~~s~~ ~~ i~teles~ and t.itle to Landlord's leasehold ~state interest in ~h e~hse iPremises shall be limited to his or its e opp n9 Center, and no other assets of the - 34 - ------- . - . , - ~ n" '.\~,f,' , ., Landlord other than his .Jr its inter~st in the Shoa-l'ing Center aha 11 be ~rfected by reaBon of any liability whieh Baia Landlord or SUCOl.Bor in intere.t may have under this Leale. If there oha11 be more than ani tenant, they .ha11 all be bound jointly and severallY by the terms, cove~lnt., and agreement. herein and the word "Tenant- .hall be deemed and taken to mean each and every person or party mentioned IS a Tenant herein, ba the laml one or more, and if there flha11 be more than one Tenant, any notice ,required or permitted by the terms of this Lea.e may be given by or to anyone thereof and shall have the .ame fore_ and Iffeet .1 if giv~n by or to all thereof. No rightl, however, Ihall inure to the benefit of any Bssignee of Tenant unle.1 the assignment to .uch a.lignee has been approved by Landlord in writing a. afore..id. Kravitz Proper~ies, Inc. is acting as Agent only and Ihall not in any event be held liable to the Landlord or to Tenant for the fulfillment or non-fulfillment of any of the terml, cov~nants or conditions of this Lease or for any action or proceedings that mny be taken by Landlord against Tenant, or by Tenant against Landlord including, but not limited to, any Buch action arising out of, in connection with or in any manner relating to, the performance or non-performance by Agent or any act pursuant to Landlord's direction. Any waiver of Landlord's liability hereunder, inCluding, but not limited to, any waiver of subrogation rights, shall apply with equal force and effect to such Agent. ARTICLE XXXIV SCOPE AND INTERPRETAtION OF THE AGREEMENT SECTION 3401. This Lease shall be considered to be the only agreement between the parties hereto pertaining to the demi~ed premises. All negotiations and oral agreements acceptable to both parties are included herein. The laws of the Commonwealth of Pennsylvania shall govern the validity, interpretation, performance and enforcement of this Lease. SECTION 3402. In the event that any law, decision, rule or regulation of eny governmental body having juriSdiction shall have the effect of limiting for 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 pltyable by Tenantl (a) throughout such periOd of limitation, Tenant shall remain liable for the maximum amount of rent and other charges which are legally pay~ble (without regard to any limitation to the amount thereof expressed in this Lease except that all amounts payable by reason 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 terms of this Lease for the periOd of limitation), (b) at the termination of such period of limitation, Tenant shall pay to Landlord or Agent, as th~lcase may be, on demand but only to the extent legally ~o e~tible by Landlord or Agent, any amounts which would have ~~nh ue from the Tenant during the period of limitation but w lC were not paid because of such limiting law, decision ~~a: o~ ~!gutation, and (e) for the remaining term of this' e 0 ow n9 the periOd of limitation, Tenant shall pay to - 35 - .- . - .{ - .- 'l.(i;-~ ~ .:XIIIIII'r "A" LANDLORD hfleby rosel'1lellh. rI.ht, It any lime IlId /rom lime 10 11m., to aller, or olhnrwlll modI/I' the loclllonl I/III/or dlmeOllonl or III bulldln,l, "uhln. 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I; ,I _IIUIUUl~~_- :'I ( i 'i' ,,,...,,11I, -~..-- ._" ___ . ~""..:::r -'-" - ~' ..'.:::- \ r I :'18 ~ ,_=:'"~ II.oo-'-~~ I ~ ~ ..;a;~~.... 1,I.I,tjl , I ~ .' ..~[::~,t::-:...I_~\ =.._~ _ ;1 ~ .- . . , 111/11 III ITI 1n:1.1 .; - ~ ~~1 ~ . EXHIBIT ~B" 1. LANDLORD'S ~ORK Except as otherwise provided in this Exhibit "S", Landlor.d, at its own cost and expense, h&S constructed or will construot the followin?, all of which are herein colleotively referred to aa "Landlord s Work", A. Building of Which Demised Premises Shall Form a Part. The building of which the demised premises forms a part (herein referred to as the "Building") shall be constructed (to the extent not now existing) in accordance with the following criteriat 1. Structure. The structural frame including columns, beams, joists and roof will be, at Landlord'S option, of eteel, concrete and such other non-combustible material as may be specified by Landlord's architeot. 2. Roof. The roof will be of a bonded type oonstruction insulated to provide a "U" factor of 0.09. 3. Exterior Walls. The exterior walls will be of masonry, prefabricated panels or such other material or materials as may be specified by Landlord's architect. 4. Interior Faces. The exposed interior face of exterior ,~lls will be of masonry, wallboard or such oth~r material or materials as may be specified by Landlord's architect. B. Common Areas. 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. "stem, ~elivery areas, walks, lighting, landscaping and planting and such other areas, facilities and 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 sprinklered mall with courts, lighted and sprinklered 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's Work with regard to the demised premises shall. be limited to the following (to the extent not now existing)t 1. Demising Walls. The demising walls or demising studs whioh separate the demised premises from other tenant a~eas and Common Areas will extend from the finished floor to t e underside of the roof deck. Unless required by applicable law to construct demising walls for fire corridors and emergency 8-1 -----. , . . ~ ~ , . , exits of unfinished mab_.lry block, Landlord will. _rnish metal studs on which Tenant Bhall place demising walls in acoordance with Artiole II, Seotion 8. ~ ~ " 2. Floors. The floors within the demised premise. will be concrete with a troweled finish installed at an elevation selected by Landlord. Tenant shall p~y Landlord the sum of $1.75 per square foot of floor area in the demised premises as reimbUrsement for the installation of the floor slab. If Tenant shall have notified Landlord in writing at or before the exeoution of this Lease and if at suoh time the ooncrete floor elab ha. not been poured for the demised premises, an~ provided and so long as the delay in pouring such conorete floor slab will not interfere with andlor delay comf1etion of Landlord's Work or anf portion thereof, the slab wil not be poured until the Tenant s contractor has completed Tenant'. underground utility work. After the concrete floor slab is poured, Landlord in no event shall be responsible for any subsequent underground work or removal andlor replacing of the concrete floor slab. In the event Tenant deems it necessary to remove andlor replace such floor slab, such work shall be done by Tenant at Tenant's 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 shown in and in accordance with "Landlord's Design Criteria" (as defined in Article III of this Exhibit "8"). Tenant, at Tenant's own cost and 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 ~ess or an area of 1,200 sq~are feet or less. 4. Landlord', Optional Work. At its option, Lp~dlord may provide at Tenant'~ cost and expense a neutral vertic~l material between each ,tore 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 thereof. 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 duct work, where necessary or desirable, through ceiling space, column 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 of the demioed premises. 2. Electric Service. Electric will be available for the demised premises at Landlord's bus ducts at a location desi9nat~d by Landlord pursuant to the procedures set forth in Landlord s Design Criteria. Electric service charaoteristics will be 277/480 volts, 3 ph5se, 4 wire, 60 hertz. Landlord will provide between the demised premises and the closest s~rvice corridor an empty conduit unless the demised premises a u~ itServlce corridor, in Which case Tenant shall provide the co~ ~ d T~nant will provide bus plugs with fuses, the c~nduit ~~ecke:e~~ri~~w:l~h~~et~usdduit adnd the demised premises, and conduit ithi th e em se premises and will extend w n e demised premises to Tenant's distribution system. B-2 - , . . ..: .. Tenant's d'iS~ributit1T: ..cilities 'with'in the de'::?J premises shall consist of all necessary switches, conductors, transformers and controls in addition to Tenant's normal lighting and power devices. The installation by T~nan~ of all electrical facilities shall conform to Landlord's Design criteria and to the National Electric code, and ",eet the requirements of the Landlord's fire underwriter and local governmental authorities. All material and fixtures shall be new and carry UL labels. Any exinting electrical facilities must be changed to conform with the above requirements and Landlord'. Design criteria to enable electricity to be provided by'Landlord. 3. Water Service. Landlord will provide a branch water line, with shutoff valve, of not less than 3/4 inch to a point in the demieed premises deslinat~d by Landlord. Any increese in the size of water s~rv ce required by Tenant which necessitates a branch water line larger than such 3/4 inch line will be furnished, at Tenant's expense, upon written request of Tenant. Any existing water facilities must be changed to conform with Landlord's Design criteria to enable water to be prov ided by Landlord. 4. Gas Service. Gas service will not be available. S. Sanitary Sewer Service. Landlord will stub a plugged 4" sanitary outlet, at floor level at a location selected by the Landlord to which Tenant will connect in accordance with Landlord1s Design Criteria, notwithstanding current facilities which may exist. 6. Sprinkler Main Service. Landlord will provide 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. Landlord 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 Factol ' Mutual and all authorities having juriSdiction. . 7. Heating and Air Conditioning System. Landlord will provide and install a medium pressure, constant temperature air supply main at a location designated by Landlord to supply COOling and ventilation air for Tenant's premises and, at Tenant's expense, a medium pressure, variable air volume t~rmlnal complete with system powered thermostat for variable air volume terminal control. The installation of all ductwork, electric heating with controls, diffusers, return air registers and other mechanical apparatus related thereto required by Tenant's HVAC system 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 Cri~eria and Landlo~d'B HVAC Plan, notwithstanding current faciliti;s which may exist. telePhoneBio T:~ePhone Service. Landlord will provide central mak~ its ownc:rr~~;e::n~:B;I~hti~ebt ian~lord. Tenant will telephone servi d! e ep one company for designated telec~ an lW lliinstall a conduit from Landlord's i pone ocat on to the demised premises as may be requ red, notwithstanding current facilities which may exist. B-3 .~ " - ~ ~, :, ~ , ,;, II. TENANT'S WORK Notwithstanding the present facilit!:~ in the demised premises and the present condition and state of repair of the demised premises, all work let forth in this Article II and all other work not specifically designated as Landlord'S Work by Article I which is necessary to complete the demised premises in accordance with Tenant'. Final Plans and Landlord'. Design criteria and which is nece.sary for the demised premise. to conform thereto and to all current requirements of all governmental authorities having jurisdiotion (including, without limitation, emergency lights, rewiring, alarms end extinguiShers) and to be ready to open for business with the public by the oommencement date, in the manner set forth in the Lease, ahall be done by Tenant at Tenant's own cost and at expense. All suoh work which is not specifically desiwnated as Landlord's Work is herein oollectively referred to as Tenant's Work". A. 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 criteria as established br Landlord's architect and set forth in Landlord's Design Criter a. The store shall have a customer entrance not to exceed 10'0" in height. Tenant shal. 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 and construction of the interior of the demised premises shall be subject to the approval of the Landlord. All exposed metal flaehing, doors, and trim are to be permanodic or duranodic finish or equal in standard. Open grills are to meet the same reouirements. A hard 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 acceptable'. 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 pr~, lses have a side wall abutting 8 mall entrance or side mall, Tenant shall incorporate into the design of such wall one or more of (a) entrance to the premises and (h) see-through display storefront, and (e) shadow box merchandise display. Tenant may not install a mezzanine without Landlord's approval. Tenant shall not exceed a floor load capability of 200 pounds per square foot. 8. Sales Area. The floor slab shall be covered with floor finish materials approved by Landlord. Carpeting shall be flame resiatant. Ceilings shall be constructed of 24" x 48" acoustic tile, one (1) hour fire rated, on exposed metal T bar grid system or such other fire rated material as approved by Lan~l~rd. Demising walls shall extend to the underside of the ~~~h eC~ianglshall be constructed of sheet rock in accordance rpgul:fion;aOfeL:~~~~r~~d ~~cal laws and ordinances and the less than 5/9" h s re underwriter, but in no event walls and parti~i~~~ ~h;~lt~pe~ and spackled. All mason~y aforesaid thickness ta d ed urred out sheet rock, of the , pe an spackled. Those partitions 8-4 ....... , .' . , ~ ~ , , ~ ( dividing sales area frt-," non-sales area which con..din no ceiling shall be carried to the underside of roof deck on both .ides. All concealed framing above oeilings or soffits shall be made of steel studs v. other fire retardant materials in aooordanoe with Landlord's Design criteria. Certain store fronts or side corridor fronts as sh~wn on Landlord'. Floor and structural plans may be designated by the applicable fire marshall to oarry f.ire extinguisher cabinets reoessed into their walls. All "A" ocoupancy Tenants (as defined by the pennsylvania Department of Labor and Industry) must provide partitions and oeilings with two (2) hour fire rating. c. stock Room, Service and Other Non-Sales Areas. The concrete floor slab, if left exposedl must be sealed with a sealant approved by Landlord'S aroh teet. If the concrete floor slab is covered, the provisions relating to floor finish materials for the sales area shall apply. Perimeter walls shall be of either exposed masonry or drywall and taped. Rear walls shall be insulated in aocordance with Landlord's Design Cd toda. ' D. Toilet Rooms. The floors shall have non-porous floor covering over the concrete floor Blab. All walls and ceilings shall be of drywall, taped and spackled. E. Painting and Deoorating. 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 two coat semi-gloss enamel finish. The stock room and service areas may be left unfininhed. F. Utility Work by Tenant. 1. Electrical. The installation by Tenant of all electrical facilities shall conform to Landlord's Design Criteria (to the 8dditi~nal electrical information supplied by Landlord to Tenant as se, 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 a time clock controlling siyn and store front illumination and separate cirouits for n ght lighting and exit signs. Emergency lights shall be provided by Tenant. Tenant shall provide 8 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 Artiole III) shall indicate the circuits showing connections to alarm, television, HVAC or other special circuits. and il l2i Plumbing. Tenant shall install underslab drain so . nes to Landlord's soil line at the point of entry ~el~ct~~ b~ Landlord. Requirements greater than that provided b~ ~:~e ~~ T:~:~t~: shown on Tenant's workIng drawings and will the install ti f expense. Tenant shall be responsible for . a on 0 a water meter to service water line 8-5 - , . . , . ~, ..,". t"... ." ~ ;-1 installed by Landlord at a poin~ designated by Landlord. Tenant shall provide a minimum of one close-coupled water closet, one lavatory, and one electric hot water heater. All of the aivr..aid Ihall b. in accordance with Landlord'. Design Criteria. G. Fire Protection. All tenant spacRs must carry the approved fire extingullhera required by governmental authorities. Tenant, at Tenant's own cost and expense, shall wrap all columns within the demised premisu from the floor to the undeuide of the roof deck with one hour fire rated materials. Tenant shall install all sprinkler pipes, feed mains, cross mains: nipples, drop heads, etc. from the oapped outlets on Landlord s bulk lIatn. H. Meohanioal Systems. Tenant shall design and, at its sole c~st and expense, instllll a complete air-conditioning distribution system. In addition, Tenant may, at its option, install an electric heating system. Such systems shall be designed and installed in accordance wi th Landlord's HVAC Plans and Landlord's Design Criteria, at the location therefor specified on Landlord's HVAC Plan. If Tenant is required to install a rooftop "VAC system, Tenant will reimburse Landlord for providing additional rooftop structural supports. Tenant shall provide an exhaust fan of adequate capacity for each toilet room and such other ventilal~lg equipment as may be required. The design and location of exhaust systems shall De approved by Landlord prior to installation. 1. Signs. All signs shall conform to the standards as set forth in Exhibit "e". J. Roof Penetrations. Tenant shall submit for approval of Landlord's architec~ in the working drawing phase, drawings showing all roof penetrations for special vents and equipment. All roof openings, reinforcing, curb work and flashing and repairs to the roof required by Tenant's installations shall be performed by Landlord's contractor, at Tenant's expense. Tenant shall pay all costs for the opening of the roof and for any special vents required by Tenant. R. Insurance. 1. All RiSk Insurance. In addition to, and not in lieu of the other policies of insurance required by this Lease at all times during the period commencing with the start of ' construction of Tenant's Work and terminating on the date of the acceptance by Landlord of Tenant's Hork as being completed in accordance with the provisions of this Exhibit "a" (Such period is herein referred to as "Tenant's Construction PeriOd"" Tenant, at its own cost and expense, shall maintain a~6 - . .... . <{ - ~ ~ in effect with 8 respo~_.ble insurance company ap~ ~ved by Landlord, a policy of wAll Risk" Builder's Risk Insurance in the standard pennsylvania form. said insurance shall cover the full replacement value of all work done or to be done and all tixtures and equipment installled or to be installed at the demised premises by Tenant, without co-insurance and without any deductible clause. 2. Workman's Compensation. At all times during Tenant's Construction Period, Tenant's contractors and aubcontractoru shall maintain in effect Workman's compensation Inlurance as required by the laws of the state in which the Shopping Center i. located. 3. Adjustment of LoSS. Any loss occurring during Tenant's Construction Period shall be adjusted with Landlord and the proceeds ~hall be payable to Landlord, in trust, for the purpose of repair or reconstruction. Repair and/or reconstruction of all or any portion of Tenant's Work damaged or destroyed by any casualty occurring during 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 also damaged or destroyed by such casualty, Landlord shall notify Tenant when repairs or reconstruction of Landlord's Work is substantially completed and, within fifteen (15) days after receipt of such notice Tenant shall diligently pursue such repair and/or construction to completion. 4. Insurance Provinions. All pOlicies of insurance, except Workman's Compensation required to be carried by the provisions of Section K.2, shall contain the following endorsements in SUbstantially the following form: wWNotwithstanding anything to the contrary, it is agreed that eMIr IIILL snOPPING CENTER ASSOCIATES, as Landlord, KRAVITZ PROPERTIES, 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 policy or policies for more than one named insured shall not operate to increase the companies' liability, but otherwise shall not operate to limit or void the coverage of anyone named insured as 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 mail, return receipt requested, to the Landlord with a copy to Agent, stating when such cancellation Qr l'eduction in coverage shall be effective, (which, in no event shall be less than twenty (20) days thereafter)." True copies of each such policy or certificates of insurance evidencing the same and containing such endorsements shall be delivered to Landlord prior to the commencernent of Tenant's Work and shall thereafter be replaced in the event of the expiration, lapse or cancellation of any such policy. L. Miscellaneous and General Requirements. 1. Governmental Rrgulations. All of Tenant's Work shall be done in accordance with the Tenant's Final Plans the ~~~~~~~i~~~ui~~~ents of all applioable laws, ordinanoes, I authorities' Wit~st~nd other requirements of governmental underwriter'and Land~o~~?~l~:~i~~ ~~i~:~1;~~d~~ :~~etime and 8-7 - . .' . ~: - , ~ ., f t')Wk from I:1me tb I:1me dur. the pl!r formance 0 Tenal. I or , Landlord, Agent, Landlord's architect and/or Landlord's general contractor may enter upon the demised premises Ind inspect the work being performed by Tenant and take such steps as they may deem nece.sary or dosirable to assure the proper perfot~QnCe by Tenant of Tonant's Work and/or for the protection of the Building and/or any premises adjacent to the demised premises. In addition, Tenant's Work shall be performed in a thoroughly first-olass and workmanlike manner, ahall incorporate only new materials and shall be in good and usable condition at the date of oompletion. 2. Landlord's Conaents Interpreted. Any approval or consent by Landlord or any or all of Tenant's criteria, systema, plans, or drawings shall neither constitute In allumption of responsibility by Landlord for any aspect of such criteria, systsms, plans or drawings including, but not limited to, their accuracy or effioiency nor obligate Landlord in any manner with respect to Tenant'a work and Tenant shall be solely responsible for any deficiency in any design or construction of all portiona of Tenant'. Work for which Tenant ,18 responsible, J. Permits and FeeS. Tenant shall obtain and pay for all necessary permits and shall pay all other fees required by public authorities or utility companies with respect to T6nant's Work, except that Landlord may elect to obtain the building permits for Tenant's Work, in which event Tenant shall pay the coat of such permit or, at Landlord'S option, Landlord may deduct such cost from "Tenant's Allowance" (as defined in Article IV hereof). 4. Temporary Storage Areas. No contractor or subcontractor participating in Tenant's Work may use any space within the Shopping Center for storage, handling and moving of materials and equipment and/or for the location of a field office or facilities for the employees of such contractor and subcontractor without Obtaining Landlord's prior written opproval for each auch use. If any contractor and/or subcontractor shall use any space in the Shopping Center for any or all of the aforesaid enumerated pur~oses or any other similar purpose without obtaining Landlord s written approval therefor, Landlord shall have the right to terminate p'ch use and remove all of such contractor's or subcontractor's material, equipment and other property from such space, without Landlord being liable to Tenant and/or to such contractor or subcontractor and the cost of such termination and/or removal shall be paid by Tenant to Landlord or Landlord, at its option, may deduct such cost from Tenant's Allowance. 5. Temporary Store Fronts. Temporary enclosure barricades and temporary signs shall be constructed and finished by Tenont 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 B 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 ~~~~~~~~~~~ity to cause each of Tenant's contractors and property an~r~mto maintain continuous protection of adjacent performance of ~~~~~~;snt~orakgainEst hdamage by reason of the " . ac contr actor and B-B .- . "' J .. ~ - ~ \);:'.:,,:J tj subcontrac~or shall prl.ll'er ly protect Tenant I s WOL" with lights,' guard rails and barricades and shall secure all parts of Tenant's Work against accident, storm and any ether haBaled. 7. Interference with Otherc. Tenant's Work shull bR ooordinated with all work being performed or to be p~rformed by Landlord and other occupants of the Shopping Center to the end that Tenant's Work will not interfere with or delay the completion of the Building or any other construction within the Shopping Center, and each such contractor and subcontractor .hall comply with all procedures and '~9ulations prescribed by Landlord or its agents (including, but not limited to, Agent) for integration of Tenant's work with that to be performed in conneotion with the oonstruotion of the Shopping Center. 8. Contractors. To the end that there shall be no labor dispute whioh would interfere with the cons~ruction, completion or operation of the Shopping Center, or any part thereof inclUding, but not limited to, the demised premises, 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 and without causing any labor dispute with each other, with Landlord's contractors and subcontractors and with the contractors and subcontractors of all others working in or upon the 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 causing any labor dispute with all .at:.. t' labor then working in the Shopping Center or any part thereof including, but not limited to, the demised premises. Furthermore, only those contractors and subcontractors as have been duly licensed by the authority 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. Financi~l Requirements. Landlord may require Tenant, before entering on the demised premises to commence Tenant's Work, to give Landlord proof .1tisfactory to Landlord of Tenant's financial ability to complete and 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 satisfactory to Landlord written 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 complete Tenant's Work. If such a deposit shall be made, upon the satisfactory completion of Tenant's Work in accordance with the provisions of this Exhibit -8- and the submission of proof that all bills in connection therewith have.been paid, Landlord shall release such funds from escrow. Landlord in its sole discretion, both as to the extent and amount, may release portions of such escrow deposit directly to Tenant or Tenant's contractors, subcontractors, materialmen and/or suppliers to pay bills as Tenant's Work progresses. Parti i ~~. G1uarantees. Each contractor and subcontractor c pa "g n Tenant's Work for which such contractor or subcontractOt 1s responsible, shall guarantee or warrant in 8-9 -- . ., ., , . ~ f) writing, in the manner h\!reinafter set forth, that tluch portion will be free from any defects in workmanship and materials fat the period of time of one (I) year after the demised premises first opens for businesw llith the public, All such guarantees or warranties (oollectively referred to a8 WguaranteesW) shall be contained in the oontracts and subcontracts for the performance of Tenant's Work, shall include the obligation to repair and replace in a first-class and workmanlike manner, and without any additional charge, all of Tenant's Work done or furnished by the contractor or subcontractor, his employees or agents, which shall be ~r become defective within such one (I) year period, and shall be written so as to inure to the benefit of Landlord and Tenant a. their respective interests may appear and .0 a. to be directly enforceable 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 of any other part of Tenant's Work which may be damaged or disturbed thereby. 11. Temporary utility Services. Temporary utility services during construction including light and power shall, if available, be obtained by Tenant at Tenant's expense, from the Landlord or, at Landlcrdrs option, Agent or Landlord's general contractor at monthly cost of 1'.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 ~.e Lease for the commencement of the Utility Charge for Tenant's electricity. Landlord shall provide a connection for temporary electric service at a cost to Tenant of $200.00. Tenant may use Land..ord's equipment and piping for other utilities at a cost equal to the cost of p.nergy consumed, provided, however, Tenant shall clean and restore the same to its original proper order and operating condi Hon. 12. Discipline. discipline and good order contractors. Tenant shall enforce strict among the employees of Tenant's 13. Cleanup. Tenant shall maintain the demised premises in a clean and orderly condition during construction. Tenant shall promptly remove all unused construction materials, equipment shipping containers, fackaging, debris and waste from the building site, and deposit t in receptacles provided by Landlord. Tenant shall contain all construction materials, equipment, fixtures, merchandise, shipping containers and debris within the demised premises. Malls, courts, arcades, public corridors, service corridors, service corridors and the exterior of the Building shall be clear of Tenant's equipment merChandise, refuse, and debris at all times. Trash stor-age ' within the demised premises shall be confined to covered metal containers. Tenant shall pay Landlord or, at Landlord's option, Agent the sum of ten cents ($.10) per square foot of ~~ooriarea of the demised premises for the removal from the T opptng Center by Landlord of trash and debris generated by T:~:~t,~rc~e::nt's contractors and subcontractors during service. I~ L~~~i~~~ ~eriod, if Landlord elects to supply such responSibility of Tenan~~s not so elect, the same shall be the 14. as add i ti onal Payment of Charges. Tenant shall pay Landlord rent, all fees and other charges and/or payments B-IO ~. ~ , - ~ ~ ! for which Tenent is obltgated pursuant to this Exhibit "e" including, but not limited to, the sprinkler bulk main charge, the roof penetration charge, the trash removal charge and the electri~ :harge, within ten (10) days after written dem&nd therefor is ~ade by Landlord. If payment is not made within such period then Landlord may offset all suoh Bums against Tenant's Allowance. III. CONSTRUCTION PROCEDURES. A. Landlord's Design Criteria. After the execution of the Lease, Landlord's architect will deliver to Tenant one (1) scale drawing of the floor plan of the demised premises (the Landlord's "Floor Plan") indicating, inter alia, demising partitions, general construction, coll1mn-Iocations, VAV terminal, sanitary outlet, demestic water location and sprinkler bulk main, and one (I) copy of Landlord's design criteria package which shall include Landlord's criteria for design of tho demised premises, preliminary plans, tlVAC plans and criteria, electrical plans and such other plans, criteria, drawings and information as Landlord or Landlord's architect deems necessary 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 Plans. ~ithin twenty (20) days after receipt by Tenant of the above, Tenant shall submit for Landlord'S approval in sepia form, complete store front design plans, a sign plan, a merchandising layout plan, Tenant's estimated heating/cooling load calCUlations, HVAC drawings, plumbIng drawings and sprinkler drawings, all of which shall be in accordance with the criteria set forth in Landlord's Floor Plan and Landlord's Design Criteria and all of which are collectively referred to as "Tenant's Preliminary Plans". C. Landlord's Review. \. 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 Tenant written notice of disapproval of Tenant's prelIminary Plans together with the reasons therefor. In the event Landlord gives Tenant notice of disapproval together with the rea$ons therefor, Tenant shall have twenty (20) days from the date of such notice of disapproval by Landlord to submit revised Tenant's Preliminary Plans subject 'to subsequent markups and/or disapprovals and corrections in the manner set forth above, provided, however, if Tenant's Preliminary Plans do not meet Landlord s approval after the second submission, Landlord, at its option to be exercised by written notice to Tenant, may terminate this Lease, which termination shall be effective as of the date Bet forth in such written notice. 2. Tenant's estimated heating-COOling load shall be ~~bject to Landlord's approval and in the event Landlord shall ~lPprove the same, Tenant shall revise the same until such :~alTa~~~ ~h:~~~gi~OOli~I load is approved by Landlord. Tenant same h b . s es mated heating-COOling load once the as een approved by Landlord. 8-11 ----. . ., , . , " , . ~ ~ .' 3. The lnfor~wcion contained in Tenant'b electrical load data form shall be subject to Landlord's approval, and Tenant 8hall revise the 88me until the 88m. is approved by Landlord. When Landlord has approved such information, Landlord shall supply to Tenant the additional information set forth in the electrical load data portion of Landlord's Design Criteria. Baaed upon such additional in, formation, Tenant shall prepare its electrical plans for the demised premises. After reoeipt by Tenant of the additional information set forth in the electrioal load data portion of Landlord's Design Criteria, Tenant may not thereafter modify its electrical load data unless Landlord has consented to suoh modification. Any costs .lIoclated. with Buch consented to mOIHflcat1ons shall be borne by Tenant. 4. It is agreed that Tenant is responsible for Batisfying Tenant's requirements for the demised premises. Landlord's review is only to determine conformity with Landlord's Design Criter a and systems. Tenant is responsible for design and oode oompliance, conatruction an~ installation. D. Tenant's Working Drawings. within sixty (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 8ubmit ted, Tenant shell submit to the Landlord's architect for approval three (3) sets and a sepia of complete working construction drawings and specifications for Tenant's Work inclUding architeotural, 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 Cd ter 18, Landlord's HVAC Plan electrical load data supplied Tenant by Landlord and approved Tenant's Preliminary Plans, if any. Upon receipt of such working drawings Landlord shall have the same rights of approval, markup and disapproval and Tenant shall have the same obligations as to resubmission 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 resubmission by Landlord's markup) are collectively referred to herein as -Tenant's Final Plans". F. Preparation of Tenant's Plans. All of Tenant's Preliminary Plans, specifications and working drawings shall be prepared br a registered architect or engineer normally engaged in the bus neBS of providing such servioes and employed by Tenant at Its expense. If required by local or state code, these 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 submit plans and specifications which have been prehared by contraotors, Ilubcontractors or suppliers, since 8UC plans will not be accepted by Landlord. G. Failure to Make Submissions and Improper Submissions. resubmissl~n:e::n~a~~tlsdorfomits to make timely SUbmission or or 0 Tenant's Preliminary Plans or any 8-12 - . " , . , - . ~ r') 8pecifica~ions or any wurking drawings within the Lequired time periods or fails to or delays in submitting or supplying Information or in giving authorizations or in performing or completing Tenant'. Work or in any mlnner delays or in~a~feres with the performance of Landlord's Work, Landlord, in addition to any other right or remedy it may have under this Lease, at law or in equity, may pursue anyone or more of the fOllowing remedies I 1. Landlord may give Tenant at least ten (101 days' written notioe that if a specified failure, omission o~ delay is not cured by the date therein stated, this Lease shall be deemed cancelled and terminated. If such notice shall be oomplied with, thi8 Lease ahall, on the date stated in such notice, be cancelled and terminated without prejudice to Landlord's other rights and remedie. hereunder, and 2. After written notice of its intent.ion to do so, Landlord may, at Tenant's cost and expense including, without limitation, expense for such overtime as Landlord may deem necessary, proceed with the completion of any such Preliminary Plans and/or working drawings and/or Tenant's Work, as the case may be, and such performance by Landlord shall have the same effect hereunder as if the desired plans, specifications, information, approval, authorization, work or other action by Tenant had been done (but not paid for) as herein required, and 3. Landlord may require Tenant to pay to Landlord, as additional rent hereunder, the cost to Landlord of completing the demised premises in accordance with the terms of tll~S Lease over and above what would have been such cost had there been no such failure, omission or delay, and 4. In exercising any or all of the foregoing remedies set forth in Section G.I, 1, 3 and 4 of this Article III, Landlord shall be entitled to retain and have recourse to any hond Or escrow deposit provided by Tenant. If any Tenant submission is rejected because of failure of Tenant to reasonably conform to Landlord's Design Criteria, Tenant shall pay upon demand the costs of ad~itional reviews by Landlord's architects and engineers. H. Completion of Tenant's Work. Tenant shall complete Tenant's Work as quickly as possible, but in no event later than the rental commencement date. I. Occupancy Permit. Tenant shall secure an occupancy permit from that authority which has jurisdiction over the premises in sufficient time to permit Tenant to open the premises at the rental commencement date. J. Completion Date. See Lease Section 302. K. Liens. B-13 '- . - . -: .. ~ ~,:'.' .'.' ~ . ~.. S4~N REGULATIONS AND SPECIFICATIONS EXHIBIT .C. The purpose of these regulations is to encourage and develop cleative and diversified signing for Tenant stores in compliance with the following criteria which shall in any event be limited by the provisions of Section 1501 and Exhibit B of the Lease Agreement. a. Wording 01 the signs shall be limited to Tenant's permitted store or trade name. Tenant's customary signature or logo, hallmark, insignia, or other trade identification will b. permitted only if in conformity with these sign regulations. b. Signs Ihall conaist of individual letters. Signs of the flashing, blinking or animated type are not permitted. Box type gigns, when built into and an integral part of the .tote front design may be submitted for consideration. c. The size of all signs shall be limited and shall be in scale and harmony with the Shopping Center. The lettering on Tenant's sign shall not exceed the following limitations I (i) Height - 16. for letters with the exception of the initial capital letters, if used, which may be 24", depth - I" minimum, 4" maxiumum. (11) Arc. - No lettering shall be located within two (2) f~et of any adjacent store or corridor, nor shall any sign occupy more than seventy (701) percent of the store frontage on the mall. The location of the lettering within the permitted sign area shall be such as to present an orderly appearance of all of the signs of all the Tenants in the mall, taken as a composite or panorama of signs. d. Printed signs on storefronts or show windows are prohibited with the exception of small-scale signs which are neatly lettered on the glass of the storefront or logos on door handles. e. Subject to compliance with 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 Tenan t. g. An exterior 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 ares, snd shall be subject to Landlord's IDle discretion as to design, size and location. h. No exposed raceways, ballast boxes or electrical transformers will be permitted. 1. (applicable Sign company names or stamps shall ordinances and codes permitting). be concealed j. No exposed sign illumination and no flood lighting of signs or storefronts shall be permitted. C-l - . .. , ..: - ~ ~ ", k. No permanent or temporary window signs fastened to the interior or exterior of the show windows shall be permittod except for si~nature or identification signs lettered or affixed oirectly on the glass. 1. No more than one store sign may be installed on each st~re frontage in which one or more customer entrances are located. tf the leased premises is a wcorner" store even though a customer entrance is not located on each frontage, two store signs may beinatalled one on eaoh store frontage of the lealed premis.s. m. All sign letters and sign boxes must be internally illuminated, with the exception or. exposed decorative lighting which shall be in white only. Mawimum brightness allowed for interior signs whioh front on the enclosed mall, if any, will b. 100 foot lamb.rts taken at the letter face. n. No portion of any sign shall projec~ more than 8" beyond the storefront. o. Signs and identifying marks shall be placed entirely within the boundaries of the demised premises with no part higher than the neutral curtain wall space above the store front (or neutral band above, if any). p. Signs for kiOSkS, promotional displays or for shows will in every instance require the written approval of the Lanctlord. q. Tenant shall comply with the requirements of all applicable codes, and/or local ordinances and obtain local government approval when required by code. All permits shall be obtained by the tenant's own sign contractor at Tenant's own cost a"d expense. r. All signs must be "Underwriters Approved". s. No wood blocking or flammable construction material is to be used in the attachment of any sign material above t~e store front. t. Interior projecting signs or graphic identification which front on the mall shall not be greater than 2'6" x 2'6", interior illuminated cube modules which front on the mall shall not be greater than 2'6" x 2'6" x 2'6". Tenant shall submit drawings for Tenant's signs and other methods of identification in accordance with the proviSions of Exhibit WB". Notwithstanding the fact that such signs and other methods of identification are in compliance with the foregoing criteria, no such sign or other method of identification shall be installed by Tenant without Landlord's prior written approval of their size, type, location, quality and aesthetic propertios. C-2 -- . - .. , - ~ r" \; " ~ , , '~!\ EXHIBIT -D" CONDJTIONED AIR CHARGE RATE ADJUSTMENT SCHEDULE The fOllowing is the "Conditioned Air Charge Rate Adjustment Schedule" referred to in Artiole XI of the Lease. . Except as otherwise prOVided, all terms herein shall have the 8ame meaning as in the Lease. The Tenant's annual "Conditioned Air Charge" shall be the sum of the capital facilities charge, the electrio energy usage charge, the lIalntenance charge, and the make-up air oharge. la) The cubic feet per minute (CFM) of conditioned air for the Tenant's demised premises shall be determined in aooordanoe wJth procedures desoribed in the Design Criteria referred to .n Bxhibit "B,- hereinafter called the "Tenant CN. " Ibl The Tena~t's annual capital facilities charge shall be equal to $1.00 per "Tenant CFM" of conditioned ale for the demi.ed premises. Ic) The Tena~t's annual electric energy charge eor cond i ti Oiled .tr. 11) Incl~ded as part of Common Area charges, eac~ Tenant w'11 be allowed a maximum of one 11) CFM of conditioned air per sq. ft. of his demised premises at QO additio~al electric energy charge. (2) The annual electric energy charge for ~he "Tenants cFM" shall be equal to 14 KWH per "Tenant CFM" in excess of one (I) CFM per sq. ft. of Tenant's demised premises mUltiplied by the Landlord's KWH cost. (3) The Landlord's KWH cost shall be the Landlord's total electric energy cost for the Shopping Center divided by the total KWH purchased. (d) The Tenant's annual maintenance charge for oond i tioned ai r . (1) The Tenant's annual conditioned air charge for maintenance shall be equal to "Tenants CFM" mUltiplied by the Landlordfs maintenance cost per CFM of oonditioned air. (2) The Landlord's maintenance cost per cFM of conditioned air shall be the Landlord's total cost to maintain the Tenant air conditioning systems divided by the sum of all "Tenant CFM." Ie) The Tenant's annual make-up air charge. D~l -- . .. . < . ~ ~ ~" CHARGE RATE SAMPLE SAMPLE STORE (See -M-l") I .... SPACE - 00 TENANT AIR CONDo · 2,800 CFM LEASED AREA · 2,500 Sq. Ft. TENANT MARE-UP AIR · 3,500 CFM COST/YR eOST/MO $/SF/YR A. CAPITAL FACILITIES CHARGE , 2800 CFM at $1.00/CFM . $2,800.00 $233.33 $1.12 S. ELECTRIC ENERGY CHARGE lAssumed LL Cost 6 cents/RWH ) Excess CFM-2800 CFM-2500 CFM '" 300 CFM 300 CFM X 14 KWH/CFM x $0.06/KWH'" 252.00 21.00 0.10 C. MAINTENANCE CHARGE (LL Annual Cost-$58,000) $511.00Q .. 33 cen\;s!CFM/YR 180,000 CFM 2800 eFM at 33 cents/CFM/YR '" 924.00 77.0Q. 0.37 TOTALS '" $3,976.00 $331.33 $ 1. 59 D. MARE-UP AIR CHARGE 3500 CFM x 15 KWH/CFMx$0.06/KWH '" 3,150.00 262.50 1.26 TOTALS II $7,126.00 $593.83 $ 2.85 SUMMARY , Conditioned Air . $1.59/SF/YR Make-Up Air . . 1.26(SF/YR TOTAL . $2.85/SF/YR 0-3 ~. , ~ - ~ ;, -j t"""l>, '. SURETYSHIP AGREeMENT In oonslderation of the execution by Landlord of the within Luse dated the day of , 19 , between CAMP HILL SHOPPING CENTER ASSOCIATES as Landlord and PC PALACE, LTD. as Tenant, respect:ing certain store premises in Camp Hill Shopping Center, Camp Hill, Pennsylvania, the undersigned, (hereinafter referred to as .Surety.) intending to be legally bound hereby, hereby becomes surety for the prompt and faithful performance by Tenant of the within Lea.e and all the terms, covenants and conditions thereof inclUding, but not limitod to, the payment by Tenant of the rental and all other SUIIS to become due thereunder. surety agrees that (1) this obligation shall be binding upon Surety without any further notioe or acoeptanoe hereof, but the same shall be deemed to have been aocepted by the exeoution of the within Lease, (2) immediately upon each and every default by Tenant, without any notice to or demand upon Surety, Surety will pay to Landlord the s~m or sums in dehul t and will comply wi th or per form all the terms, covenants and conditions of said Lease which shall be binding upon the said Tenant as provided in said Lease, (3) no extension, for.bearance or leniency extended by landlord to the said tenant shall discharge Surety and Surety agrees at all times it will be liable notwithstanding same and notwithstanding the fact that Surety has had no notice of any said default or of ani said forbearance or extension, (4) Landlord and Tenant w thout notice to or consent by surety may at any time or times enter into such modifications, extensions, amendments or other covenants respecting the said Lease and that Surety shall not be released thereby, it being intended that any joinder, waiver, consent or agreement by Tenant by its own operation, shall be deemed to be a joinder, consent, waiver or agr.eement by Surety with respect thereto and that Surety shall continue as Surety with respect to the said Lease as so modified, extended, amended or otherwise affected, (5) neither the Surety's obligation to make payment in accordance with the terms of this agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the tenant or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the National Bankruptcy Act or other statute, or from the decision of any court. Surety further agrees to be bound by each and every covenant, Obligation, power and authorization, without limitation, in the said Lease, and with the same force and effeot as if it were designated in and had executed said Lease a8 Tenant thereunder. The undersigned, jointly and severally hereby a~thorize and empower any prothonotary or attorney of any Court o Record of Pennsylvania, or elsewhere, to appear for and sign ~or ~he undrrsigned an agreement for entering in any competent .our an am cable action or actions for the reoovery of any sum or sums of money which may be due or beoome due hereunder and ~~es~~~e~:lc~~~e action or aotions to confess jUdgment ag~inst without decYaratf~~ ;rf~dsu:n~rw~utmhs'tatS of ~nYfterm, with or and co t t ' 8 orney sees, interest ~:~~~l~e~~~!~~!~er~~~~hjad~~h~~I~~n:~~~lc~~~i~:i~~h~~s~~~ebJS~~e , u gment may be confessed as aforesaid - . . ~ .{ - f!t.~ \ 1\',1 I), from time to time and a. often as any said eum or .ums become due hereunder, and such powers may be exeroised as well aftar the expiration of the origin.l term during any extension or r.n.wal of the within L..... . In any suoh amicable action, Lsndlord shall first oaus. to be fil.d in .uch action an affidavit made by it or someone acting for it .etting forth the facts necessary to authorize the entry of iudgment, of whioh facts luch Affidavit shall be concluBlve. .viaenoe, and if a true copy of thia SuretYBhip Agreement bs flled in such aotion, lt shall not be nece.sary to file the original as a warrant of attorney, any rule of oourt, cUltom, or praotice to the aontrary notwithltancHng. The underelgned expressly walves the benefits of law, noW or hereafter enforced, exempting Iny goods of other property from d!straintl levy or sale in any legal proceedlngs taken by Landlord to enroree any rights under this Suretyshlp . Agr.ement. The undersigned further "aives the right to delay exeoution on eny real estate that may be levied,upon to collect any amount which may be due under the terms and conditions of thls Suretyship Agreement, and authorizes the prothonotary to enter a wrlt at Bxecutlpn or other process upon the undersigned'. voluntary waiver, and further agrees that the said real estate may be sold on a Writ of Exeoution or ot~er prClcltss. If thJs Suretyphip Agreement is executed by two Qr more partles, it shall ~e the ioint and several obligutio~ of all such parties, and ~~al1 not be revoked or impaired as to any by the death of al~ or any of such parties, or by th, revocation or release Qf any obligations hereunder, by Of agalnst all or any of such other parties. IN WITNESS WHEREOF, the undersigned has Suretyship Agreement to be duly executed this , 19 . WADE A. DIETRICH Prlnt or type name 706 Center Street M1.11er~burg. PA 17061 xadress (Rome) Qt~ 01ZJ~9,. ~tu>;e~ /~ EDWARD J. JONES Prlnt or type name RDHl. Box 33 LYKENS. PA 17048 AcIaress (Home) . . caused th is day of ,- . , .