HomeMy WebLinkAbout08-7061
JANET R. YOUNG and
DAVID L. YOUNG, d/b/a
THE DANET GROUP, LTD.,
Plaintiff
v.
IN THE COURT OF COMMON PLEAS,
CUMBERLAND COUNTY, PENNSYLVANIA
C
. ~~~.
JEROME P. HEESON, d/b/a
GNT AUDIO VIDEO SYSTEMS,
Defendant IN CONFESSION OF JUDGMENT
CONFESSION OF JUDGMENT FOR MONEY DAMAGES
Pursuant to the authority contained in the warrant of attorney on page 14 of
the Sublease, the original or a copy of which is attached to the Complaint filed in
this action, I appear for Defendant, Jerome P. Heeson, d/b/a GNT Audio Video
Systems, and confess judgment in favor of Plaintiff, Janet R. Young and David L.
Young, d/b/a The DANET Group, Ltd., and against Defendant, as follows:
Unpaid Rents: August 1, 2008, through
November 1, 2008 $ 9,456.46
Rent for the unexpired balance of the term $ 66,573.58
Building Operating Expenses: $ 1,091.39
Interest at 9%: August 1, 2008, through
November 30, 2008 $ 191.64
Costs and expenses $ 574.50
Attorneys' Commission (10%) ~ 7,788.76
BALANCE DUE FROM DEFENDANTS $ 85,676.33
plus additional costs and interest
,,"' 4
Respectfully Submitted,
WIX, WENGER & WEIDNER
Date: lZ /) /~ y, BY~
C. Clark, I.D. # 89277
08 orth Second Street
.O. Box 845
Harrisburg, PA 17108-0845
(717) 234-4182
Attorneys for DANET
F:1daw\9756 -YOUNG, DAVID AND JANET\15084 GNT Audio Video Systems BankruptcylNotice of Entry of
Judgment by Confession.doc
JANET R. YOUNG and
DAVID L. YOUNG, d/b/a
THE DANET GROUP, LTD.,
Plaintiff
v.
JEROME P. HEESON, d/b/a
GNT AUDIO VIDEO SYSTEMS,
Defendant
IN THE COURT OF COMMON PLEAS,
CUMBERLAND COUNTY, PENNSYLVANIA
~'~
. C~~~~C ,
IN CONFESSION OF JUDGMENT
COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY DAMAGES
AND NOW, comes Plaintiff, Janet R. Young and David L. Young, d/b/a The DANET
Group, Ltd. ("DANET"), by and through its attorneys, Wix, Wenger & Weidner, and files
this Complaint in Confession of Judgment, stating as follows:
1. DANET is a Pennsylvania limited partnership with a principal address at 282
Lowther Street, Suite 104, Lemoyne, Pennsylvania 17043.
2. Defendant, Jerome P. Heeson, d/b/a GNT Audio Video Systems ("Heeson"), is an
adult individual with a primary place of business at 121 Centerville Road,
Lancaster, PA 17603.
3. DANET is the lessee of an office building located at 415 St. John's Church Road,
Camp Hill, Pennsylvania 17011 (the "Office Building").
4. On or about August 4, 2005, DANET and Heeson executed a written sublease (the
"Sublease") for Suite 203 in the Office Building (the "Premises"). A true and correct
copy of the Sublease is attached hereto as Exhibit "A" and is incorporated herein by
reference as if fully set forth.
5. The Sublease was related to a business transaction between DANET and Heeson.
6. Heeson took possession of the Premises on or about December 1, 2005, and
became obligated to pay rent beginning on December 1, 2005.
7. The Sublease term was for a period of five (5) years beginning December 1, 2005
and ending November 30, 2010.
8. The Sublease has not been assigned.
9. Judgment is not being entered by confession against a natural person in
connection with a consumer credit transaction.
10. On information and belief, DANET avers that Heeson is not a member of the Armed
Services.
11. On or about September 24, 2008, Heeson notified DANET that he had vacated the
Premises in violation of the sublease.
12. Heeson has directly and materially breached the terms and conditions of the
Sublease by failing to pay the rent and other amounts when due under the terms of
the Sublease. Beginning December 1, 2007, the base rent was $2,551.62 per
month. In addition, Heeson is responsible for additional rent per month for real
estate taxes, insurance, and Building Operating Costs, as defined by Article 10 of
the Sublease.
13. Heeson has refused to perform its covenants under the Sublease, despite written
notice by DANET's counsel mailed October 13, 2008.
14. DANET has substantially performed all of its obligations under the Sublease.
15. The Sublease entitles DANET to interest at the rate of nine (9%) percent per
annum.
16. Pursuant to the Sublease, DANET is entitled to an attorney's commission of ten
2
percent of the amount due.
17. Pursuant to the Sublease, DANET is entitled to recover the costs and expenses of
collection, including reasonable attorneys' fees.
18. Pursuant to Article 22 of the Sublease, DANET is entitled to the rent for the entire
unexpired balance of the term of the Sublease, which amount is $66,573.58.
19. On information and belief, Heeson has an annual income in excess of $10,000.00.
20. As a consequence of the foregoing, Heeson is in default under the Sublease and is
liable to DANET for the following amounts:
Unpaid Rents: August 1, 2008, through
November 1, 2008 $ 9,456.46
Rent for the unexpired balance of the term $ 66,573.58
Building Operating Expenses: $ 1,091.39
Interest at 9%: August 1, 2008, through
November 30, 2008 $ 191.64
Costs and expenses $ 574.50
Attorneys' Commission (10%) $ 7,788.76
BALANCE DUE FROM DEFENDANTS $ 85.676.33
plus additional costs and interest
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WHEREFORE, DANET demands judgment against Heeson in the amount of
$85,676.33 authorized in the warrant appearing in the attached Sublease, together with
costs, interest at the rate of 9% from December 1, 2008, until payment in full by Heeson,
and such other relief as this Court deems just and appropriate.
WIX, WENG IDNER
Date: ~ ~ 126 /~~j By:
Jeffre , I.D. # 89277
508 Se nd Street
P.O. 845
Harrisburg, PA 17108-0845
(717) 234-4182
Attorneys for DANET
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VERIFICATION
I, Janet R. Young, General Partner of The DANET Group, Ltd., Plaintiff in the
foregoing Complaint in Confession of Judgment for Money Damages, have read the
foregoing Complaint and hereby affirm and verify that it is true and correct to the best of
my personal knowledge, information and belief. I verify that all of the statements made
in the foregoing are true and correct and that false statements made therein may
subject me to the penalties of 18 Pa.C.S. §4904, relating to unsworn falsification to
authorities.
Date:
Jan .Young
EXHIBIT "A"
SUBLEASE
THIS SUBLEASE ("Sublease"), is made this 4th day of A ust, 2003, by
and between The DANET Grip, Ltd., a Pennsylvania limited partnership, having a
place of business at 282 Lowther Street, Suite 104 Lemoyne, Pennsylvania 17043
("Land~nd") and GNT Audio Video Systems, 121 Cerrterville Road, Lancaster,
Pennsylvania 17603 ("Tenant").
Recitals:
R-1. Landlord is the lessee of a parcel of ground, together with the anprovemeMs
erec toted then~n, known and numbered as 415 St. John's Church Road, Camp
Hill, in the St. John's Center, Hampden Townsh~, Cumberland County,
Pennsylvania, (the "Properly").
R-2. Tenant desires to n~nt a portion of the approxnrtately 13,465 square feet single-
story building er+ecied on the Property (the "Buliding'~, together with the
nonexclusive right to use parking, access drives and common areas (the
"Demised Premlaes'~ from Landloro and L.e~tdkrrd has agreed to suble~ese the
Demised Praerrtises to Tenant under arxd subject to the teens and conditions set
forth herein.
NOW THEREFORE, INTENDING TO BE LEGALLY BOUND, the panties hereto
agree and cov~er~ant as follows:
Article 1-Demised Premises
In consideration of the neMs and covenants set forth in this Sublease, Landbrd
hereby subleases th Tenant the Demised Premises under the terms and conditions
stated herein. The Demised Premises shall be Suite number 203. which shall include
25_65 square feet, more or less, located in the Building in the area s~stantialy identified
on the plan attached hereto and made a part hereof as Exhibit A, and shall also dude,
without Imitation, the nonexclusive right to use 12 parka~g spaces, and all driveway
easements and other common areas located on the Property, subject to such Rules and
Regulations as Landlord may n3asonably establ~h from time to time, and certain
easements and rights of way existing on or for the benefd of, the Demised Pr+~nises or
the Property. Land~rci shall have the absolute right to make any d~anges to, or modify,
an Ian of St. John s Center, and make any changes to the parking or other common
areas in St. John's Center, which LandloM, in its sole dis<x~etion may determine;
Provided, however, no such changes will unreasonably interfere with Tenan's use of
the Demised Premises. Tenant acknowledges that prior to taking possession and
Tenant's occupancy thereof, Tenant will have arspected the Premises, wttfl be familiar
with its condition and will accept the same 'as is' and in its present condition.
Delivery of Premises Landlorcl agn~es to deliver fio Tenant, and Tenant agrees
to accept the Premises forthwith upon notice from Candled that the premises are
available for 'Tenant's Work". In no event shall Landbrd be liable to Tenant in any
manner whatsoever for any delay or failure in delivery of possession of the premises
caused by factors outside of Landlord's control.
Commencement of Tenant's WorklOpening for Business , Upon delivery of
Possession of the Premises, Tenant agn:es to proceed with Tenant's Work described in
Exhibit A and to complete the same and open for business not later than December 1,
2005.
Mechanics' and Materiafinen's Lima-Tenant's Work . Tenant shall pay or
cause to be paid all costs for work done by it or caused to be done by it on, and for
materials famished to the Premises, and Tenant shall keep the Premises fn3e and clear
of all mechanics' liens .and other liens on account of work done by Tenant or persons
claiming under it. ff n3quested by Landbrd, prior to commencing any such work, Tenant
shah obtain and cause to be filed a Stipulation Against Liens execx~d by Tenant and its
General Contactor. Tenant agn~es to and shall indemnify and save Landkud and any
fee owner (if any) free and harmless against liability, loss, damage costs
fees, and all other expenses on account of claims of lien of taborer, or material
other's for vw~rlc performed or materials or supplies famished for Tenant or persons
claiming under iL ff any claim of lien should be perfected the p~~ or the
Shopping Center or any interest in either, Tenant shall, within sooty (60) days thereafter,
cause the pr~erty which is subject fio the lien to be discharged ttrerefrdm either by
Paying the same or by recording a surety bond in aooordanoe with the provisions of
Pennsylvania law or such successor or similar statute that mey be later enacted ff
Tenant shall be ~ default in paying any charge ~ ~~ a med~anics' or maleriahnen's
lien claim and suit to foreclose the lien have been fled and shah not have recorded the
surety bond neferr+ed do abo~+e, Landlord may (but shah not be regained to} pay the said
claim and any costs, and the amount so paid, together with n~asonable attorneys' fees
incurned in connection therewith, shall be immediately due and owMg from Tenant to
Landkx+d, and Tenant shall pay the same to Landbnd with in~nest at thr+ee~uarters
(.7596) peroent per month from the dates of Landlord's payments. Should any danrrws of
lien be filed against the Premises or any action affecting the tilts to such properly be
commenced, the Party receiving notice of such lien or action, whether Landbrd or
Tenant, shall thereupon give the other notice thereof.
Article 2 -Use and Onerefion
Tenant shall use and occupy the Demised p~~ for a
shoMnoom/retaiVoffioel~varehouse use and for no other purpose. Tenant may change
the use of the Demised Premises to a use which is not incompatible wdh the use made
by other Tenants of the Center or pr~ohbi6ed by any then appNcable n~ictions vrith the
aPP~ of Landlord, which approval shall not be unreasonably withheld.
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'Article 3 -Term of Sublease
Term of Lease . The term "Term of this Lease" (sometimes herein called the
"Term" or "Lease Term") means, inclusively, the Prelaninary Terre, if any, and the
Sublease Terra and any extension, renewal or holdover of the Sublease Term which is
consented to in writing by Landlord.
Preliminary Term . The term "Preliminary Tenn", if any, means the period
beginning as of the date of this Lease and, unless sooner terminaUed as herein
provid~l, continuing thereafter through the day immediately prior to the Rent
Cornrnencement pate, dur~tg which Tenant shall have limited rights of possQSSion and
occupancy to prepare the Premises for Tenant, but shall not be entitled to full benefits
as a Tenant nor be obligated to pay rent therefor.
Sublease Term . The term "Sublease Term" means the period beginning as of
the Rent Commenoernent Date which is December 1, 2005 and, subject to the terms
and conditions of this Lease, ending on the date set forth in the summary.
Expiration Dane. The expiration date of this Sublease is h~einafber nefened to
as the "Expiration Date." This Sublease Term shah inckrde any extensions of same as
may be provided for herein.
Lease Year. The term "lease year" as used herein shah mean a period of twelve
(12) consecutive full calendar months. The First lease year shah commence ~ the
Corrunencement Date if the Commenoemerrt Date shall oaur on the first day of a
calendar month; if not, then the first lease year shall commence on the frost day of the
calendar month next toNowing the Cornmenoement pate and the first lease y~ shall
include the additional days from the Commencement Dale through the first day of the
first Ise year. Each succeeding lease year shall oammence upon the anniversary
date of the first Ise year.
Article 4 -- Rent and Late Payment Charge
Tenant's Agreement to Pay Rent . Tenant hereby agrees to pay for the use
and occupancy of the Pnmises during the Lease Term, at the times and in the manner
herein provided, the Rent arul Additional Rent specified herein,
Rent Commencement pate As used in this Lease, the term "Rent
Comrnenoernent Date" shall mean the earlier of:
(~ the date on which Tenant initially opens its business to the public in
the Premises; or
(ii) not laiber than December 1, 2005
Rent shall be payable at a rafie of $13.00/square feet for office and $5.50/squane
3
fleet for warehouse for years one (1) and two (2) with annual 396 increases for years
three (3), four (4), and five (5). Rent shall be due and payable in monthly installmerns,
on or befiore the first day of each month, as follows:
Lease Year Annual Rent Monthly Rent
1 ~
2"d $29,727.50 $2,477.30
3~ $29,727.50 $2,477.30
4~' $30,619.33 $2,551.62
~
5 $31,537.91
$2,628.16
$32,484.05 $2,707.00
Rent for any partial month in the first lease year shall be prorated on a daily basis
and paid prior fio Tenant's occupancy of the Demised Premises.
At the time of signing this Sublease, Tenant shall pay to Landlord the security
deposit squat to one (1) rrx~rrth's rent or Two Thousand Four Hundred Sev~etriy-Bevan
and 30/100 ($2477.30) plus the first month's rent.
Article 5 -Additional Rent
Tenant shall pay as additional rent any money required. to be paid pursuant to
Tenants monetary ~ligations hereunder, inc~rding but not limited to real estate ta~oes,
insurance and Building Operating Costs as further defaced hene~, whether ~ not the
same be designated additional rent. ff such amounts or cages are not Rid at the
times provided in the Sublease, they shall nevertheless, if not paid when due, be
collec~ibie as additional rent with the next installment of rent due hereunder. All
~ligations hereunder shall survive the termination or expiration of the term of ~~
Sublease.
Article 6 -Interest
Whenever in this Sublease there is a provision that Tenant shall be liable inr any
sum do Landord, together with interest thereon, or whenever Tenant sha0 tail to pay any
sum when due, such sum shall bear interest until paid at a rate equal ~ nine penaent
(996) per annum, from the datie said payment was due (i.e., following notice and
opportunity fio cure as set forth in herein) until payment in fuU is made,
Article 7 -Initial Construction and Subseouent Alberaticxts
Landlord Alterations. Notwithstanding anything set forth in this Sublease to the
contrary, Landord reserves the right any time either betone, during or after the initial
oorrstruc~ion thereof, one or more times, for itself and any owner or owners of the
Building, to:
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1. Build additional building(s), parking facilities and other improvements and
to change the Iocation or character of or reconfigure all building(s),
improvemens and parking facilities.
2. Make alterations, expansions or additions to the Building and common
areas and/or to build an additional story or stories on the building(s).
3. Add additional entrances and exits from the building{s).
4. Provide for additional landscaping.
5. Add or change signs to the building(s) and/or facilities surrounding the
building(s).
6. Make changes required by state, federal or kx;al authorities,
7. Make d~ianges which upgrade or enhance the appearance of the
building(s) or other improvements.
Tenant Alterations. Tenant shalt not make any albeerattion, addition, repair or
improvement to the Demised Premises, except as otirerwise perms Win, without
the prime written approval of Landlord, which shall not be unreason~ly withheld. Any
equ~ment, machinery, or utilities required by Tenant in addition to those prn~ded by
Landlord shall be installed with the prior written approval of Landlord, which shall not be
unreasormbty withheld. All such alterations, additions, repairs, improvements and
installatia~s, if permitted, shall be at the sole cost and expense of Tenant. At the end of
the team of this S~lease, if requested by L.andbrd, Tenant shall, at its cost, remove ail
alterations and l'npr'ovemeMs that Tenant made to the Demised Premises and restore
the D~ernised Premises to the condition it was in at the time Tenant look Possession of it,
ordinary wear and tear excepted.
Artide 8 -Renewal
Provided Tenant is not in default and has not, during the Term, materially
defaulted in the Performance of its obligations pursuant do this Sublease, Tenant shall
have the right to extend the term of this Sublease for an additional option of two (2j fine
(5) Year fern, by providing to Landlord writfien notice of Tenant's ele~ion sa (6) months
in advance of the Expiation Date. ff Tenant provides such notice, then the Tenn of the
Sublease shall be extended for the desired option (5) years at a 396 do in vent per
year to the additional term, subject to aH other terms and provisions hereofi:
Article 9 -Taxes and Assessmerrts
Landlord's Responsibility. Subject to reimbursement as hereinafter provided,
Landlord shall be responsible fior the payment of all general and special taxes and
5
assessments levied on the Building and all improvements constructed ~ thereon,
including common areas located thereon, all assessments for local improvement,,,
water and sewer rerrts not based on consumption, and aN impositions nonrecurring as
well as recurring, special or extraordinary, foreseen and unforeseen, and any new taxes
which may be levied or assessed on Landlord) or the Budding based upon gr~ rentals
in lieu of or in addition to the current real Property taxes (for the purposes of desermining
such new tax and other taxes resulting from the alteration of the methods of taxation,
the Building shah be deemed to be Landlord's sole Property), and other governmental
changes which may be lawfully charged, assessed, ~ imposed upon the Heal property
and improvements now or hereafter constructed thereon and upon the common area,
hereafter collectively referred to as "real estate taxes." However, if authorities having
jurisdiction assess real estate taxes which Landlord deems excess, Landlord may defer
cx»nplianoe therewith to the extent permitted by the state laws. Landtond may in good
faith contest all real estate tax assessments.
Tenant's Additional Rent/Pro Rata Share Defined. Tenant shall pay during each
lease year dunng the Sublease Term, as additional rent, its pro rata share, as hereafter
defined, of all of the above described real estate taxes. The serrri "Pro rata" when
utilized with respect to Tenant's share of any monetary obligations hereunder shall be
oorr~used by multiplying the total amount of such obligation by fi~ion, the numerator
of which shall be the square footage of the Demised Premises and the denominator of
which shall be the total leasable square footage of improvements ~n on the
Builda~g.
Tenant's Payment of Taxes and Assessments. Within ~ (10) days after
demand or notice by Landlord, Tenant shall pay its pro rata shsre of ~ taxes and
assessments, as defined above. With its demand or notice, Lancfiord shah provide
Tenarrt an accounting of the total taxes and assessments and Tenant's pro rata shave
for the period.
Article 10 - Buildiny Oneratino Costs
Buildins~ Ooeratinsi Costs Defined. "Building Operating Costs" as used herein,
shall meant any and all costs aril e
xpenses of any kind or nature incurred by Landbni in
operating, repairing and maintaining the Building, all common arms titereof, and/or
other anus of St. John's Center that serve the Building and/or the Dem~ed Premises,
all of which, in Landbnci's sole discretion are reasonable and appropriate ter the best
intienest of the Building, Demised Premises, and St. John's Censer. Building tJpe~ng
Costs shall specifically include, but are not limited to: managernen# tees, insun~noe
premiums for l.andbnd's various insurance coverages, costs and expenses of
and replacing paved areas, curbs, and walkways; costs and expenses for repairing
and lighting the common areas and other areas of St. John's Center that~~g
Building and/or the Demised Premises; all costs of labor LandbrrJ incurs related so the
Building; and all legal fees and costs or expenses Landbrd incurs related to rite
Building; sprinkler maintenance costs; costs for repair and replacements and costs ofi
service contrails for the heating, ventilation and air-conditicx~ing systems ~p~~n
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expenses related to the Building and all components thereof. The term "Buildmg
Operating Costs' shall not include the following, which is an exhaustive list: costs of
work performed exclusively for any other tenant in the Building other than work of a kind
and scope which Landlord would be obligated to provide to all tenants; leasing
commissions and other exper~ses attributable solely to leasing of space in the Building;
costs of repairs or n:bu~ding necessitated by condemnation; or costs of capital
improvements except as provided above.
In addition to Building Operating Costs, Tenant shall be responsible to pay to
Landloncl upon demand any and all increases in the Building Operating Costs that are
the result of Tenant's excess use (over the average use of the other tenants) of the
Demised Premises or 8uikfing.
Tenant's Pro Rata Share of Building Operatino Costs. During each lease year of
the Sublease Term, including the first lease year, Tenant shall pay Landbrd, as
additional rent, its pro rata share of Boiling Operating Costs,
Place and Manner of Payment of Tenants Pro Rala Shane of Buildino Oneratina,
~. Withrn ien (10) days after demarul or notice by Landlord, whid~ Landlord
anticipates will be monthly, Tenant shall pay its pro rata share of Building Operating
Costs. VVdh its demand or notice, Landbrd shall provlle Tenant an acxarnting of the
total Building Operating Costs and Tenants .pro rata sham far the period.
Ardc~e 11- l.lbilities
Landlord shall not be liable to Tenant for the failure of any utility services do the
Demised Premises.
Tenant shall promptly pay aq bills for telephone services, gas, electriaty, fuel, oil,
weer, sewer and similar ua'lities, as they become due, consumed on or applicable do the
Demised Premises.
Article 12 -Damage by Fire or Other Casually
Notice.. Tenant shall give immediate written notice to Landbrd of any damage
caused to the Demised premises by fire or other casualty.
Partial Damaoe. In the event that during the term hereof the Demised premises
shall be partially damage (as distinguished from "substantially damaiged' as that tern is
hereinafter defined) by fire or other casualty, Landkxd shah, not later than sixty (60)
days after the date of such fire or other casualty, proceed to commence repair of such
damage and restore the Demised Premises to substantially its condition at the time of
such damage subject to zoning laws and building codes then in existence. Landbnd
shall complefie such repairs subject to any delay which may result from any pose
beyond Landlord's reasonable control. Tenant agrees that, Promptly after completion of
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such words by Landbrd, it will proceed with reasonable diligence at ifs sole cost and
expense to restore its fixtures, equipment and improvements and re-rove
Demised Premises for reopening. This Sublease shall continue in full fon~e a~ef~
during any such period of repair and restoration.
Substantial Damaa~e. In the event that during the teen hereof the Demised
Premises or Building shall be substantially damaged or destro
c~suaity, Landlord shall have the right, to be exercised b ~ by ~ or other
delivered to Tenant within s' 60 da after the y wntten notice to such effect
terminate this Sublease. If Landlord fails to time o~~nce of such everrt to
IY give such notice of its election to
terminate, this Sublease shah, except as hereinafter provided remain in full force and
~~~ arxi Landlord shall, not later than sixty (fi0) days after the date of such fire or
other casualty, proceed to cx~mrnence repair or rebuilding of the Demised Premises (or
if the damage relates to other portions of the Building, such portions thereof ~ Landbrd
reasonably dethrmines are necessary to be repaired) to substanda
condition to that condition at the time of such da ~ Ore their
laws and building codes then in existence but Landbrd shandn sub)ec~ to toning
delay which may result from an cause ~ responsible for any
shall restore Y beyond Landlord's reasonable control. Tenant
pursuant to the above paragraph, This Sublease shall corrtinue in full fnrre
and eltiect during any such period of repair and restoration.
mart. Tenant agrees that during any period of recd
the Demised Premises, it' will continue the ~ or repair of
Premises to ttie extent racdcable. Du ~~~ n ~ ~ b~usirress within the Demised.
casually until Landlord's P ~ ~~ mart the oocurnen~ of the
repairs are completed, the Minimum Rent shalt be reduced to
such ex6en# as may be fair and reasonable under the arcumstanoe. ff the Demised
Premises are unbenantable du '
Minimum Rent shall abate in its en~tr s~ of ~~ or restoration, Tenants
r'ntY ng Period.
ion of Substantial Da_ ~. The term "substantial •
forty (4086) percent or more of damage to the Demised Premises. shall mean
Article 13 -- Liability Insurance and Ir~dernnrfiration
Throughout the term of this Sublease, Tenant shall obtain, maintain and pay for
ce~Y Policies of comprehensive general Hability insurance covering the Property,
including the Building and the business operated by Tenant in and from the Demised
Premises in form and with insurer; reasonably satisfagnry to Landlord in ~
reasonably required by Landlord, from time to time, but not less than One Million
(51,000,000.00) Dollars with respect to death or personal injury to an one 1
and Three Million ($3,000,000.00) Dollars arising out of any one (1) o~rr,en ~~ ~~n'
All insurance policies required to be maintained by Tenant under this Sublease
shall protect both LandloM, Landbrd's Lessor, l.andbrd's mo
Tenant, as their respective interests ma a ~ ~ ~Y. and
be delivered to Landlord consume y PPear. O~ertificates of such insurance shall
ntly with the execution of this S~lease. ff requested
s
to do so, Tenant shall also provide Landbrd with copies of the pertinent portions of all
such policies and shall also permit Landbrd to examine the original poaaes. Eac~r
Policy and certificate evidencing the same shall contain an agreement by the insurer
that such policy shall not be canceled or modified without ten (10) days vvrit6en notice fig
Landlord and that no ad or omission of Tenant shall invalidate the interest of Landlord
under such insurance. tf Tenant fails to obtain and maintain any such insurance or to
deliver any of the certificates as required in this Subl~.se, Landbrd may, in addition to
any other netrredy under this Sublease, and folbwing written notice to Tenant and
Tenant's failure to cure within five (5) days, procure such insurarioe at the expense of
Tenant. Such crost shall be payable by Tenant to Landlord upon demand, together with
irrten~t until paid in full
During the term of this Sublease, Tenant hereby agrees to defaend, indemnify and
hold Landlord harmless against and from any and all uninsured liability, claims of
Irarb~ity, costs, expenses, darns and demands arising out of any breach of this
Sublease by Tenant or the negligent acts or omissions of Tenant, its otfiioers and
employees, and results in the loss or damage to property or for injury to or death of
any person while in, upon, about or traveling from the Property.
Article 14 -Assignment Subletting and Additional Tenarrts
Tenant .may not, during the terrn of this Sublease, assign, mortgage or pledge
th~ S~lease or underlet, sublease, or assign the Demised Premises, or any part
thereof, to any other person, firm, or corporation without frost staining the written
consent of Landlord, which written consent shall not be unreasonably withheld.
The interest of the Landlord herein may be assigned with concun~errt native to
Tenant. In the case of any such assignment, Landbrd shall advise the Tenarrt of the
name or names of the assignee(s), and LandbrcJ shall have no liability hereunder from
and after the effective date of such ass~nrnent, except for obligations which may have
accrued Prior to the effieCtive date of such assignment.
In the event that Landlord leases additional space in the Building during the term
of this Sublease, all amounts paid by Tenant for taxes, rrrairrtenance, insurance and
other hems related fig areas of the Property outside of the Demised Pn3mises shah be
shared Pro rata among all of the tenants of the Building based on the area leased by
each tenant in the Building.
Article 15 - Landloni's Right to Cure Tenant's Defaults
ff Tenant fails to do anything n~uired of Tenant by the provisions of this
Sublease, or if Tenant shall in any other respect fail to perform any other covenant or
agreement in this Sublease for ten (10) days alter notice by Landbrd (unless the nature
of such. event requires more tt~n ten (10) days to cure, in whirth event, provided Tenant
begins to cone the default within such time period and thereafter diligently Pursues such
9
cone, Tenant shall ham a reasonable period of tare in which to cure), Landlord ~y
cure such defaults, on behalf of and at the reasonable expense of Tenant, and shall
have a right of entry into the Demised Premises for such purposes. Landlord may
further do all rreoessary work and make all necessary payment,, in connection therewith
and Tenant shah agree to pay Landlord any amount due Landlord together with interest
due thereon. All sums to be charged by Landlord hereunder shah be indebtedness of
Tenant to Landlord and shall become immediately due and payable to Landlord.
Article 16 -Repair and Mairrtenance
By Landlord. Subject to reimbursement as provided in Article 10 above, Landlord
agrees to keep in good order, condition, and repair the exterior, foundations, and
structural portions of the building of which the Demised Premises is a
part (except
doors, glass, and glass windows), including heating and ventilation sysfiems, air
conditioning, gutf~, ~spo~, and all services, Pipes, lines, and mains leading to
and fnorn the Demised Premises, and to perform all roof repairs and replaoemeMs as
~ same may be required, from time to time. Noivhthstanding the foregang, Landkmd
shall not be responsible for repair of any damage to the aforesaid caused by any acts or
negligerwe of Tenant, its employees, agents, licensees, or aa~tradors. Landfond shall
~ ~ ~pons~ie for making any plumbing, eledric~l, or mechanical repairs or
~ lacernents or other repairs of any kind upon the Demised Premises except as may
xP~IY set out in this Sublease.
6v Tenant. .Tenant agrees fnorn and after the date that Pion of the
~ Premises is delivered fio Tenant, and until the end of the Sublease Term that it
will be r~ponsble for any and all repairs, maintenance, and
Demised Premises other than those spedhc~lly required to ~~ bD the
Landbrr! as stated Tenant shall not, however, be ~ P~nrred by the
dame caused by any ad or negligence of Landkmd ~ sable f ~ err of any
agerrts. Tenant shah not be wired to make sbudural ~ P oY'~, coniradors, or
be wired ~ ~ alterations which may
re9 by 9ovemmerrtal rules, orders, or regulations or insurance ~
unless resulting from the business operations maintaMed by Tenant in the Demised
Premises. All such work, repairs, maintenance and shall be perfom~ed b
Tenant in a good and workmanlike manner in compliance with all applicable laws,
codes, and regulations and subject to such reasonable requirements ~ Landbrd may
impose. Landlord strap have the right to post the Demised Premises with a notice of a
noMiability in connection with any such work performed by or on behalf of Tenant
Landbnd shall acquire and maintain a service oontna;t for the repair and
maintenance of the heating, ventilation and air conditioning systems. Landkmd shall
make all repairs r~equa~ed for the heating, ventilation and air conditioning system.
Tenant shall reimburse Landlord its pro rata share of the cysts of said maintenanwe
contract and repair and replacement as set forth above in Article 10. Tenant shall
acquire and maintain a service contract for any ventilation hood and related duds it may
install throughout the Sublease Term.
10
The plumbing facilities shall not be used for any other purpose than that for which
they are constnx~ed, and no foreign substance of any ka~d shall be thrown therein, and
the expense of any breakage, stoppage, or damage resulting from a violation of this
provision shall be tom of Tenant.
In the event that any govemmerrtal regulations from time to lime require
emergency lighting to be installed in the Demised Premises, the installation and
maintenance of same, including providing of battery power, shall be the respons~ility of
Tenant.
ff Tenant refuses or neglects to repair property as required hereunder and th the
reasonable satisfaction of landlonl, Landbrd may make such repairs without liability to
Tenant for any loss or damage that may accrue to Tenant's merchandise, equipment
fixtures or other property or to Tenant's business by reason thereof, and Tenant shall
Pay Landbrd s cost for making such repairs plus ten (1096) percent overhead, as
additional Went. ff Landlord fails to repair or replace any items listed as Landforcl's
responsibility as set forth in this Sublease within thirty (30) days or cmnmence bo repair
or replace within thirty (30) days, Tenant may cause such repairs fio be made and
Landlord shall reimburse Tenant for said repairs. Tenant must first notify Landlord in
writing of the need of repair and/or replacement. In the event repairs and/or
replacement cannot be completed within thirty (30) days, then Landkxd shall use its
best efforts in completing such repair and/or replacement in a reasonable ~nourrt of
time.
Amide 17 -Alterations
Tenant may not make material alterations and improMemenfs to any portion of
the Building or the Property, without Landloni's prior written consent,
Tenant shall not permit any mechanic's or other lien or claim for lien or notice in
respect thereto to be filed against the Properly or the Bu'Iding or any factures, equiprrrent
or furnishings contained therein. ff any such lien or claim is made or filed, Tenant shall,
within ten (10) days after notice of the filing therefor, cause such lien, notice or claim for
I1en to be efifec~ively removed and discharged of record.
Article 18 - Surrender of Demised Premises
At the expiration of or sooner terminat~n of the berm of this Sublease, Tenant
shall peaceably surnender the Demised Pn3mises in the same condition as was required
Y ~ ~ kept by Tenant, excepting normal wear and tear and insured damages or
c~rsualty, and any alterations and/or impr~ovemerrts permitted by th~ Sublease w~
Landlord's consent. At such time, Tenant shall surnender all keys for the Demised
Premises to Landbrd at the place then fixed for payment of vent.
11
Article 19 -Waste or Nuisance
Tenant shall not commit or allow to be committed any waste upon the Demised
Premises. Tenant shall not commit or allow be be committed any nuisance or other act
which may disturb any people or businesses in the area of the Demised Premises.
Article 20 - Governmental Regulations
Tenant shah, at Tenant's cost, promptly comply with and strictly observe all
requirements of all federal, state and local governmental authorities having jurisdiction
over the Oermised premises or the use and occupancy thereof.
Article 21 -Access of Landbrd
Landbrd or its designee(s) may enter the Demised Premises during r~'asonable
times, from time to time, for the purpose of examining or exhibiting the same or fio make
necessary repairs thereto. In the event of an emergency, in Landbni's sole
determination, Landlord may enter the Demised Premises at any time without notice or
liability.
Article 22 -Default by Tenant and Landbni's ies
Everts of Default The folbwing shalt be considered EHents of Defiault:
(1) Failure of Tenant to pay when due any instailmerrt of rent or any other
sum payable to Landbrd under this Sublease which failure shall continue
unremedied by Tenant for a period of fnve (5) days aAer written notice has
been given to Tenant by Landbnd.
(2) Failure to perform any term, covenant, or condition of this Sublease or
violation or breach thereof by Tenant which failure, violartion, or breach
shall continue unremedied by Tenant for a period of ten (10) days after
written notice has been given to Tenant by Landbrd; provided, however,
that if the nature of such event reasonably requires more than ten (10)
days to cone, and if Tenant begins to cure the default within such ten (10)
day period and thereafter diligently pursues such cone then Tenant shall
have a reasonable period of time in which to cure.
(3) The. insolvency of Tenant or the making of an assignment for the benefit of
creditors, or the filing by Tenant of a petition in bankruptcy or a bill in
equity or other proceedings for the appointment of a receiver fir Tenant,
or the filing against Tenant of such petition or bill or the instihrtbn by
Tenant of proceedings for reorganization for the composition or
12
arrangement with creditors under any state or federal law, or an
assignment of this Sublease by operation of law, or the sale or levy upon
the real or personal property of Tenant by any sheriff, marshal or
constable or other authorized officer.
Landkxd's Remedies. Upon the occurrence of an Event of Default by Tenant, in
addition to all other rights or remedies that Landbrd may have under this Sublease or at
law or in equity, Tenant covenarrts and agrees that Landbrd shall have the following
rights:
(1) To acxelerate acrd declare immediately due and payable, and Tenant shall
then pay, the whole or any part of the rent for the entire unexpired balance
of the term of this Sublease, if any, as well as all other changes, payrnerrts,
costs and expenses herein agreed to be paid by Tenant.
(2) To terminate this Sublease and the term hereby created without any right
on the part of Tenant to waive the forfeiture by payment of any sum due or
by other performance of any condition, term or covenant broken,
whereupon Landkxd shall be entitled to recover, in addition to any and all
sums and damages for violation of Tenant's obligatior>s hereunder in
existence at the time of such termination, damages for Tenants default in
an amount equal to the amount of vent nerved for the balance of the
berm of this Sublease, as well as all other charges, payer, and
expenses herein agreed bo be paid by Tenant, and all expenses herein
agreed to be paid by Tenant.
(3) Upon recovering psbn of the Demised Premises by reason of or
based upon or arising out of a default on the part ofi Tenant, Landlonci may,
at Landlord's option, either terminate this Sublease or make such
alteratbns and repairs as may be necessary in order to nelet and/or
operate the Demised Premises or any part or parts thereof for a berm or
terms which may at Landbrcl's option be less than or exceed the period
wfiich would otherwise have canstitubed the balance of the berm of this
Sublease to such person or persons as may in Landod's discretion seem
best; upon each such reletting, all rents reoeiveci by Landbnd from stx;h
reletting shall be applied: first, to the payment of any costs and eXperees
of such reletting, including brokerage fees and attorney's fees and all
costs of such alterations and repairs; second, to the payment of rent and
Additional Rent due and unpaid hereunder; and third, to the payment of
any other indebtedness of Tenant to Landlord; and the residue, if any,
shall be hekJ by Landbrd and applied in payment of future rent as it may
become due and payable hereunder. ff such rentals received from such
reletting during any month shall be less than that bo be paid during that
morrth by Tenant hereunder, Tenant sha0 pay any such deficiency to
Landbrd. Such deficiency shag be ca~ulabed and paid monthly. No such
reentry or taking possession of the Demised Premises or the making of
13
t ~
alterations and/or improvements thereto or the reletting then~of shall be
construed as an election on the part of Landlord to terminate this
Sublease unless written notice of such ir~ention be given to Tenant.
Landlord shall in no event be liable in any way whatsoever for failure to
relet the Demised Premises or, in the event that the Demised Pnem~s or
any part or parts thereof are relet, for failure to collect the rent thereof
under such reletting.
(4) Upon the occurrence of an event of default, Landlord shall, in arddition to
any other remedies provided herein or at law, have the right to confiess
judgment against Tenant for any amount due hereunder, including, witho~
limitation, Landlord's costs, expenses and reasonable attorneys' fps,
FOR SUCH PURPOSES TENANT HEREBY IRREVOCABLY
AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE
PROTHONOTARY OR CLERK OF ANY COURT IN THE
COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO
APPEAR AT ANY TIC FOR TENANT IN ANY ACTION BROUGHT
AGAINST TENANT UNDER THIS SUE~LEASE, WITH OR WITHOUT
DECLARATION FILED, AS OF ,ANY TERM, ANO gV TO
CONFESS OR ENTER JUDGMENT AGAINST TENANT FOR ANY AND
ALL AMOUNTS DUE UNDER THIS SUBLEASE, INCLUDING,
MgTIfOUT LMTATION, OTHER SUMS PAID BY LANDLOI~ ON
BEHALF OF TENANT, PURSUANT TO THE T OF THE
SUBI..EASE, ANO ALL INTEREST Tom, TAR WITH
COSTS OF SUIT, ATTORi~Y'S COMMISSION OF TEN (11196)
PERCENT FOR COLLECTION; AHD FOR SO pp~,1'Hf.S
OR A COPY HEREOF VER~~O BY AFFIDAVR SHALL BE A
SUFF~tENT WARRANT.
(5) To, with or without termination of this Sublease, enter an arrric;able
judgment against Tenant for immediate Possession of ~ pem~
Premises. FOR SUCH PURPOSE, TENANT HEREBY ~tRE1/OCABLy
AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORp TO
APPEAR FOR TENANT TO SIGN AN AGREEMENT FOR ENTERING
AN AMICABLE ACTION OF POSSESSIION FOR POSSESSION OF THE
DEMISED PREMISES AND TO CONFESS JUOG~NT THEREIN
AGAINST TENANT 1N FAVOR OF LANDLORD FOR SUCH
POSSESSION, WHEREUPON A WRIT MAY FORT~flAIRH ISSUE FOR
THE IMMEDUITE POSSESSION OF TIC DEMISEp PREMISES,
VYITFIOUT ANY PRIOR WRIT OR PROCEEDN~G WHATSpEVER• AND
FOR SO DOING, THIS SUBLEASE OR A COPY HEREOF VERIF~O BY
AFFIDAVIT SHALL BE A SUFFICIENT WARRANT,
(6) All of the rights and remedies of Landlord herein set fiorth shah be
cumulative, subject to a single recovery from Tenant of the rental and
other amounts due and payable hereunder, including, aooelerabed
14
amourris pursuant to the temps contained herein, and Landbrd may
exercise any one or all of them as Landlord may chose, together with
every other right or remedy or now or hereafter existing at law or in equity
or by statute.
(7) In the event Landlord exercises its rights for recovery of possession of the
Demised Premises, for the recovery of rent or for any other amount due
under the provisions of this Sublease, or because of any default by
Tenant, Tenant shall pay to Landlord a!I reasonable expenses incurned
therefor, indudmg reasonable attorney's fees.
Article 23 -- Subordination
(a) Subject to the berms hereinafter set forth, this Sublease and the estate hereby
demised shall be and remain junior to any and all mortgages on the Demised Premises
or any part thereof of which the Demised Premises core a pmt whether placed
thereon prior to, contemporaneously with or after this Sublease is executed by the
Pam; Provided, however, that:
(1) So long as Tenant continues to pay the rent and othenNise complies with
the teens and prov~ion hereof:
(i) The right of p~sion of Tenant to the Demised Pren~es and the
provisions and teens of this Sublease ~ shaN not be affected
or disturbed.
(a) In the event that the mortgagee Domes into possession of or
ownership of the title to the Demised Premises by for~edosune of said
mortgage, or by proceedings on the bond secured thereby, or
otherwise, this Sublease shall continue in effect and shall not be
terminated by any of said proceedings.
(2) In the event that the Demised Premises are sold or other~se disposed of
pursuant to any right or any power contained in the said mortgage or the
said bond, or as a result of proceedings thereon, the purchaser of the
Demised Premises, or any person acquiring title through or by virtue of
said sale, shall become liable to perForm all of the obligations of Landbrd
under this Sublease.
(3) This Sublease shall be binding upon an inure to the benef~ of mortgagee
owner and Tenant, and their respective heirs, exer~tors, adminisstrators,
successors and assigns, except as otherwise expressly provided hereein.
(4) The foregoing provisions shall be self-operaitMe, but t_andla~d agn~es to
secure the mortgagee's written confirmation ther~eaf, as reasonably
requested by Tenant.
15
. ~
(b) Offset Statement. Within ten (10) days after request ther~efior by Landbrd
or any mortgagee, an ofTset statement shall be required from Tenant, Tenant agrees to
deliver, in recordable form, a statement in writing to any proposed mortgagee or
purchaser or lender, certifying (if or to the extent that such be the case) that this
Sublease is unmodified and in full force and effect, that Tenant has accepted the
Demised Premises and is in possession thereof, that Tenant has commenoBd the
payment of rent, that Landlord is not in default under this Sublease and that there are
no deficiencies or offsets to the Sublease dain~d by Tenant.
(c) Failure of Comolianoe. If Tenant shall fail fiD comply with any terms of this
Paragraph, or to execute any statement or agreement herein required within fifteen (15)
days after written request from Landlord, Landlord may tierminate this Sublease by
written notice to Tenant, whereupon the berm shall expire as though the date of such
notice were the date herein set forth fnr the expiration of the term hereof.
Amide 24 -- Eminent Domain
(a) Corxlernnation of the Demised Premises. If a material portion of the
Demised Pn3mises ~s taken pursuant to governmental authority or by the exerdse of the
right of eminent domain or by agreement between the Landkxd and those authorized tD
e~aercise such right (ap such procedures being collectively referred do herein as "a taking
in condemnation"), the obligations of the Tenant aocn~ing subsequent to such taking in
cmnation shall Deese and determine absolutely, and the Tenesrt shall surrender
possess~n of the D~nised Premises to Landbrd as of the date titlee vests in the
condemnor.
(b) Condemnation Awards. In the event of taking in conderrtrration of the
Demised Premises, whether partial or total, or in the event that either party elects as
above proved to treat a taking in condemnation as a taking of the entire Demised
Premises:
(1) Tenant hereby waives all claims against Landk;rd in connection with such taking
and hereby assigns to Landbrd all daims for loss of Tenant's leasehold estate. '
(2) Tenant shall make no daim against the «~ndemnor for the value of Tenan's
leasehold estate.
(3) Nalwithstanding the foregoing, Tenant shall be entitled to the extent a~licable
law permifis to daim against the condemnor for removal expense, business relocation
damage, moving expenses and delay compensation, if any, provided that suds daim
shall not reduce any awan:l io Landlorcl.
16
. ~
Article 25 - Hazardous Materials
Tenant covenants and agrees that it shall not introduce, release, store,
disburse or disd~arge any Hazardous Materials onto the Demised Premises. Tenarrt
shall not cause or permit any Hazardous Materials to be used, stored, generated or
disposed of on the Demised Premises except for those Hazardous Materials which may
IanNfufly be used by Tenant in the operation of its business on the Demised Premises
and then only tD the extent that Tenant complies with all Environmental Laws (as
hereinafter defined) and no Environmental !_avvs are violates in doing so. Tenant further
covoenants and agrees that it shall indemnify, defiend and hold harmless Larxlbrd,
~PIoY~, agents, officers and directors, from and against any claims, demands,
Penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or
nature, including reasonable attorney's fees, arising out of or in any way related to the
following matters: (i) the introduction by Tenant, its agents, err~loyees, contractors,
suppliers or subcontractors, of any Hazardous Materials or other poAuting substance, to
the Building, the Demised Pr~nises or the Properly or the soil, water, vegetation,
buildings, personal Property, persons or animals thereon; (ie any personal injury
(including wrongful death) or Property damage (read or personae arising out of or related
in the introduction by Tenant, its agents, empby~ees, contractore, su~pd~ or
subconractors of any Hazardous Materials to the Building, Demised Premises or the
Pr~erty; (iii) any lawsuit brought or threatened, settlement reached or governmental
action relating to the 'introduction by Tenant, its agents, empbyees, conb~adors,
suppliers or subcontractors of any Hazardous Materials to the Building, Demised
Premises or the Property; (iv) the violation of any laws, orders, regulatiors,
r+equiremertts or demands of government authorities which are based ~ or in any
way related to the introduction by Tenant, its agents, empbyees, oontca~, suppliers
or subcontractors of any Hazardous Materials to the Building, Demised Pt+ernises or the
Property; andlor (v) any bss or injury to, or interruption of, the bus~ess of Landlord or
other tenants of the Butiding arising out of or related to the inttrnduc~ion by Tenant, its
agerrts, employees, cxmtractors, suppliers or subcontractors of any Hazardous Materials
to the Building, Demised Premises or Property. For the purposes of this Sublease,
Hazardous Materials shall include, without limitation, asbestos or 2rsbP,stos containing
materials, polychlorinated biphynals, petroleum Projects, any flammable explosives,
radioactive material, hazarcous waste, hazardous or toxic substances or related
materials defined in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended (42 U.S.C. §9601, et. sgq.), the Resource
Conservation and Recovery Act, as amended (42 U.S.C. a 6901, et. s.~.), the Toxic
Su~noes Control Act, as amended (15 U.S.C. §2801, et. s_qe .), if any, the Solid
Waste N~nagement Act adopted by the legislature of the state in which the Shopping
Center is located, and the regulations adopted and publications pr~nulgated pursuant
thereto or any other federal, state or local governmental law, ordinance, rule or
regulation which may define a hazardous substance (the "Environmental Laws'.
Landbrd warrants and represents to Tenant that to the actual knowledge of
Landlord without any independent investigation, (i) no release, leak, d'
storage, disposal or emission of Hazardous Materials in viohation of Environl~ la rrs~
17
i ~ { ~
has occurnrd on the Demised Premises, but Landlord will be responsible for
remediating any such discharge or event which is not Tenan's responsibility pursuant to
the immediately prek;eding paragraph (a) there are no underground s tanks on the
Demised Premises in violation of Environmental Laws, (iii) Landlord has received no
notice of any violation of Environmental Laws from any Governmental Authority (as
hereinafter defined) concerning the Demised Premises. Notwitl~standing the foregoing,
Landlord and Tenant acknowledge that the Demised Premises was previously used as
vacant newly constructed space and Tenant is conducting its own due diligence with
regard to environmental matters.
Landlord shall not cause and shall use reasonable efforts to rat permit any
Hazardous Materials to be used, stored, generated or disposed on, in or under the
Building, the Demised Premises or the Property except for those Hazardous Materials
which may IawfuHy be used in the ordinary course of business in the Building and on the
Property and then only to the extent that no Environmental Laws are violated in so
doing.
As used herein "Govemmerrtal Authority" shall mean all federal, state, oouMy,
municipal and bcal departments, commissions, boarcJs, bureaus, ageraies aril offaes
tfteneof havir~ or chiming jurisdiction over all or any part of the Demised Premises,
Each party ("Indemnifying Party") shall indemnify and save the other party
("Indemnfied Party") harmless from any and all damages, costs and losses ~ by
Indemnified Party, including court costs, r~sonable a1~Cx'neys' fees and consultants'
fees, arising during or after the tens and reasonably incurred or suffered by the
Indemnified Part as a result of any default or breach of any r+epresentetion, warthnty or
covert made by Indemnifying Patty under this Article. fi is a cxndition of this
indern~ and save harmless that the Indemnifying Party shaA reoeiwe notice of
any such claim against the Indemnified Party promptly after Indemnified Party first has
knowledge thereof. 'This indemnfication and save harmless includes any and all costs
reasonably incun~ed by the Indemnified Party after notice to Indemnifying Party for any
cleanup, removal or restoration mandated by any public official acting lawfully under a
federal, state or local Law if Indemnifying Party shall not timely perform such work,
Article 26 - I-bldirx~ Over
Any holdover after the expiration of the term of this Sublease shall at the
Landlord's option upon notice to the Tenant, be construed to be a tenancy from rranth-
to-month, at the rent or other payments her~em speafied and shall aber~e be subjec.~t
to the conditions, covenants, and agreements of this Subl~se. ff Tenant holds over
after the termination of this Sublease and Landbrd has notified Tenant in writing that
such holding over shall not be permitted, then Tenant shall pay as liquidated damages
and not as a penalty an amount equal to one hundt+ed fifty (15096) percent of the
morrthly rent in effect for the last month of the Tenant's lawful occupancy pro-rated for
the period in which the holdover continues. The acceptance ofi such amount by
LandbM shall be without prejudice ~ any other rights or remedies of Landbtd at law ~
18
equity under this Sublease.
Article 27 -Waiver
No delay or omission in the exercise of any right or remedy of either party on any
default by the other party or otherwise shall knpair such right or remedy or be construed
as a waiver. The receipt and acceptance of rent by Landkxd of any rent payment shall
not constitute a waiver of any defau~; it shall ca~stitute only a waiver of timely payment
for the Particular Went payment involved.
Any waiver by a party of any default must be in writing and shall not be a waiver
of any other default conoeming the same or any other provision of this Sublease.
Article 28 --Notices
a. All notices or demands required or permitted to be given or served under
this Subl~se shall be deemed to have been given or served only if in writing fonKarded
by registered or certfied mail, postage Prefab, return receipt requested, and addressed
to the parties at the addresses first written above.
b. Such address may be changed by either party by notice delivered as
above provided to the other party.
Article 29 - Caations
1"he captions, section numbers and paragraph heading appearing in this
Sine are inserted only for the oonv~enience of the parties and shall not in any way
affect the meaning or invent of any portion of this Sublease.
Article 30 -- Partial Invalbity and Construction
The sections of this Sublease are intended to be severable. ff any section or
Provision of this Sublease shall be held to be unenforceable by any court of competent
jurisdiction, the Sublease shall be ccestrued as though such section or provision had
not been included. ff any section or provision of this Sublease shall be subject to
constructions, one of which would render such section or provision invalid, then such
section shall be given the c:orrstructbn which would render it valid.
Article 31 -Force Majeure/Unavoidable Delav
Neither the Landkxd nor the Tenant shall be liable to the other for any delay in
the achievement of any deadline requin~! under this Lease or for any failure to per6orm
any obligations under this Lease document due to poses whicth are beyond their
reasonable control and of a nature which neither has the authority or power to remedy,
including, without limihation, acts of God, ads of other party, ads of civil or mrlrtary
authority including governmental priorities, strikes or other labor disturbances, funs,
19
~ r r
r
s, epidemics, wars and riots, delays in transportation or unavailability of materials
or supplies from ordinary sources. In the event of such an occurrence, the party
chiming raelief thereon shall give prompt written notice thereof to the other party ~d any
time for performance of an obligation shall be extended by time equal to the length of
any decay attributable th such occurrence.
Article 32 -Binding Effect
The provisions of this Sublease shall extend to and be binding upon the patties
hereto and their respective heirs, personal representatives, successors, and assigns,
except that this provision shall not be cxmstrued as a consent by Landbrd to any
subletting or assigning by Tenant. All liability for the Tenant fior the payment of tells or
any other obligation shall survive the expiration or sooner termination of this Sublease
to the extent specifically provided for in this Sublease.
Article 33 -Entire Agreement
This Sublease and any addenda or other documents hereto attached represent
the entire ~reement beiw~een the parties on the subject contained herein, and there are
no other agreements, expressed or implied, oral or written, except as herein set ftuth.
This Sublease may rat be amended, altered, or changed except in writing and sgned
by both of the parties herein. This Sublease shall be intierpreied under the laws of the
Commonwealth of Pennsylvania.
Article 34 -Tone of the Essence
Time is of the essence to each Provision, obligation and undertaking of this
Subieaae and is agreed upon and understood by the parties.
Article 35 - Courrternarts
This Sublease may be executed in any number of counterparts and by different
Parties het~eto on separate counterparts, each of which, when so executed and
delivered, shall be an original, but all such counterparts shall together
cor~stkute one and the same instrument.
Article 36 -Limitation of Liability
The term "Landbrcl" as used in this Sublease, as far as the ooMenarris and
agreements of Landbrd in this Sublease are conoemed, shall be eonsbved to mean
only the holder or holders of Landlord's inier~est in the Demised Premises at the tone in
question. In the event of any transfer or transfers of t_andbrcJ's interest, other than a
transfier for security prior to foreclosure thereof, if Tenant reoeiaes an executed
assignment instrument wherein the assignee of the Landbrd assumes and agrees th
perform all of the liabilities and. covenants of the Landbrd hereunder, then Landbrd
herein named (and in case of any subsequent transfer, the then transferor) shah be
20
'~ ` '
automatically freed and relieved, as to occurrences after the date of such transfer, fnxn
all duties aril obligations t~elating to the performance of any covenants or a9neemerris
on the part of Landlord to be performed or observed after such transfer. Any funds in
which Tenant has an intent and which are in the hands of such Landlord at the time of
such transfer shall be turned over to the transferee, and any amount then due and
payable to Tenant shall be paid to Tenant by the then transferor. R is the irrtent of this
Article 35 that the provisions of this Sublease shall be binding upon Landlords, ifs
successors and assigns only during and in respect of their nespectNe suooessive
Periods ofi ownership. In any event, and nottiNithstanding any other provision of this
Sublease, neither Landlord (including any successor Landloni) nor any officer, director,
agent, member, manager, partner, trusfiee, beneficiary, or employee thet~eof shall be
liable in an individual or personal capacity for the performance or nonperformance of
any agreement, covenant, or obligation of Landlord contained in this Sublease and
Landlord's liability shall be limii~ed to the value of the Demised Premises in its then
current condition after the last necessary repair and excluding the effects of any
casualty.
Article 37 -Security Deuosit
A h/ ~ given to Landlord from Tenant in connection with this
Sublease, is to be held by Landlord as security for the payment of Went, Additional Rent,
and other amounts due and the performance of Tenants other obligators under this
Sublease. ff Tenant defaults in the paymerrt of rent, Additional Rent, or any other
amount due, or in the performance or observance of any obligation on its part under this
Sublease, Landlord may appy the deposit to Payment of taent in default or other rrx~ies
in aniears and/or to the damages and costs incun~ed by Landbrd ~ a result of any
default or cost incurred by Landlord in rectifying such default.
Article 38 - Landbrd's Waiver of ~
Landlord waives any and all common law and statutory liens in and to any of
Tenant's personal Property, equipment and inventory in the Demised Premises.
Landlord specificaNy presences and asserts any and all canmon law and statutory liens
it may have in and to any and all of Tenant's trade fixtures and fixtures in the Demised
Premises. Notwithstanding the foregoing, nothing in this Article shall prevent Landbrd
from exercising any and all rights it has under this Sublease and Pennsyhrania law upon
the default of Tenant and obtaining and enforcing such liens ~ are provided for under
Pennsyhrania law.
Article 39 -Landlord's areement To Tenant
Landlord agrees that Wireless World of PA, Inc. will be the sole wiraeless
company permitted to lease space in the St. John Center's complex during the term of
their lease.
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~ t
IN WITNESS WHEREOF, and INTENDING TO BE LEGALLY BOUND, the
parties hereto have executed this Sublease on the day and year first above written,
WITNESS/ATTEST: LANDLORD:
The DANET Group, Ltd.
~~ B ~.
Y•
WITNESS/ATTEST: TENANT:
GNT AUDIO VIDEO SYSTEMg
BY 1.
Ovmer
s
se®i
22
JANET R. YOUNG and
DAVID L. YOUNG, d/b/a
THE DANET GROUP, LTD.,
Plaintiff
v.
IN THE COURT OF COMMON PLEAS,
CUMBERLAND COUNTY, PENNSYLVANIA
NO.
JEROME P. HEESON, d/b/a
GNT AUDIO VIDEO SYSTEMS,
Defendant IN CONFESSION OF JUDGMENT
CERTIFICATE OF RESIDENCE
I hereby certify that the address of the Plaintiff in the within proceeding is:
The DANET Group, Ltd.
282 Lowther Street, Suite 104
Lemoyne, PA 17043
I hereby certify that the address of the Defendant in the within proceeding is:
Jerome P. Heeson, d/b/a
GNT Audio Video Systems
121 Centerville Road
Lancaster, PA 17603
WIX, WEI~~I~ ~lVEIDNER
Date: ~~ 1 Z.~ lob By:
Jeff lark, I.D. # 89277
508 h cond Street
P.O. B 845
Harrisburg, PA 17108-0845
(717) 234-4182
Attorneys for DANET
F:\daw\9756 -YOUNG, DAVID AND JANET\15084 GNT Audio Video Systems Bankruptcy\Complaint -Confession of Judgment for
Money Damages.doc
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JANET R. YOUNG and
DAVID L. YOUNG, d/b/a
THE DANET GROUP, LTD.,
Plaintiff
v.
JEROME P. HEESON, d/b/a
GNT AUDIO VIDEO SYSTEMS,
Defendant
IN THE COURT OF COMMON PLEAS,
CUMBERLAND COUNTY, PENNSYLVANIA
NO. ~g - ~~1 l..iu~~~~%L!-Yl
IN CONFESSION OF JUDGMENT
NOTICE OF ENTRY OF JUDGMENT BY CONFESSION
TO: Jerome P. Heeson, d/b/a GNT Audio Video Systems, 121 Centerville Road,
Lancaster, PA 17603.
NOTICE IS HEREBY GIVEN that judgment by confession was entered against
you on , 2008, in the amount of $85,676.33 in the above-captioned case,
plus costs and interest at the rate of 9% per annum, as set forth in the Sublease, from
December 1, 2008.
Pr onotary erl d County