HomeMy WebLinkAbout04-1727ROTHMAN, SCHUBERT & REED,
Plaintiff
DANIE FLORAL CORPORATION,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CaseNo. t~4/-]-~7 ff~
Confession of Judgment
CONFESSION OF JUDGMENT (MONEY DAMAGES)
Pursuant to the authority contained in the warrant of attorney, a true and correct copy of
which is attached to the Complaint filed in this action, I appear for the Defendant and confess
judgment in favor of the Plaintiff and against Defendant as follows:
Principal Sum Rent and other lease
payment obligations as of 10/30/03
Interest through 4/21/04
Court & Sheriffs costs (to be added)
Attorneys commission (10%)
Total
$ 9,264.45
$ 441.96
$
$ 970.64
$10,677.05
Interest accrues at the rate of 10% per annum on the principal sum.
Date:
Respectfully submitt~ed,
Attorney I.D. No. 67987
2331 Market Street
Camp Hill, PA 17011-4642
Telephone: (717) 763-1383
Attorneys for Plaintiff
ROTHMAN, SCHUBERT & REED,
Plaintiff
DANIE FLORAL CORPORATION,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CaseNo. t~/./'_ I'~"~ ~
Confession of Judgment
COMPLAINT FOR CONFESSED JUDGMENT (MONEY DAMAGES)
Plaintiff, is Rothman, Schubert & Reed, a Pennsylvania general partnership with a
mailing address of 3 Lemoyne Drive, Suite 100, Lemoyne, Pennsylvania 17043.
2. Defendant, is Danie Floral Corporation, is a Pennsylvania corporation with a
mailing address of 555 Harvest Lane, Mechanicsburg, Pennsylvania, Cumberland County,
Pennsylvania 17055.
3. Judgment by confession is not being entered against a natural person in
connection with a consumer credit transaction, retail installment sales contract, or a residential
lease agreement.
4. On or about November 11, 1997, Plaintiff entered into a Lease Agreement with
Defendant containing a confession of judgment provision for Defendant's default for failure to
pay rent or other monetary obligations where due. A true and correct copy of the Lease
Agreement is attached hereto as Exhibit "A".
5. On or about September 29, 1999, Plaintiff entered into an Amended Lease
Agreement with Defendant for the property located at 320 East Penn Drive, Enola, Cumberland
County, Pennsylvania. The Amended Lease Agreement incorporated all of the terms and
conditions of the Lease Agreement previously entered into on November 11, 1997 but changed
the name of lessee from Debbie Corporation to Danie Floral Corporation, A true and correct
copy of the Amended Lease Agreement is attached hereto as Exhibit "B".
6. The instrument in question has not been assigned since its execution on or about
September 29, 1999.
7. Plaintiff has not confessed judgment for money damages against Defendant in any
jurisdiction permitted to adjudicate the same.
8. Pursuant to the Lease Agreement, confession of judgment is authorized to be
entered upon default for failure to pay rent or other monetary obligations when due under the
terms of the lease.
Pursuant to the Lease Agreement, Plaintiff provided written notice of default to
Defendant.
10.
Defendant, has failed to pay all rent due and other monetary obligations due and
owing to Plaintiff and, therefore, all conditions precedent have been satisfied prior to the entry of
a confessed judgment.
11. The following is an itemized computation of the amount due and owing which
includes rent and other monetary obligations, interest, together with attorney's fees:
Unpaid rent and other lease
payment obligations as of 10/30/03
Interest through 4/21/04
Court & Sheriff's costs (to be added)
Attorney's fees (10%)
$ 9,264.45
$ 441.96
$
$ 970.64
TOTAL $10,667.05
WHEREFORE, Plaintiff, Rothman, Schubert & Reed demands judgment against
Defendant, Danie Floral Corporation in the amount of $10,667.05 as expressly granted and
authorized by the Confession of Judgment provision of the Lease Agreement entered into
between the parties herein.
Date:
Respectfully s)fl~[nitte~
Thomas~ O ~Villiams, Esquire
Attorney I.D. No. 67987
2331 Market Street
Camp Hill, PA 17011-4642
Telephone: (717) 763-1383
Attorneys for Plaintiff
LEASE AGREEMENT
PENNSBORO COMMONS SHOPPING CENTER
EXHIBIT "A"
LEASE LETTER
Pennsboro Commons Shopping Ccntcr
Rothman, Schubert & Reed
P.O. Box
355 North 2 Ist Street
Camp Hill, PA 17011-018~I
RE:
Leasedated ikit~,.f_.e~ ~[~1 , 1997 between William F. Rothman, Charles F. Schubert & Samuel
L. Reed. Co-Parmers. t/d/bla Rothman Schubert & Reed. a Pennsylvania General Partnership,
Owner, and Debble 'f~ei.~,d-., a Pennsylvama Business CorporaUon, Tenant, covering
Premises located in Pennsboro Commons Shopping Center, East Pennsboro Townsl'fip, Cumberlar~d
County, Pennsylvania.
Tile undersigned, as Tenant. hereby confirms tile £ollowing:
Tenant has accepted possession el'thc ?rcmiscs demised I)ursuant to tile terms oFthc above-described
Lease.
Tile improvcments and space rcquh'cd to be llmfishcd according to tile arorcsaid bcase have been
completed and sum>plied in all respects.
3. Landlord-Owner has Fulfilled all or its duties oFan inducement nature.
4. The aForcsmd Lease has no been modified, altered or ameaded except as set forth below.
There arc no offsets or credits due against rentals nor have rentals been prepaid except as provided
by tile Lease terms
6, Tile initial term oFsaid Lease began on tile da5' o1' , 19 . and rentals
commenced to accrue on that date: the initial Lease Term expires on
7. Tenant has no notice of any prior assignment, I(vpothccation or pledge or rents or or tile Lease
TENANT
By:
Title:
) ~
TABLE OF CONTENTS
TITLE PAGE
SECTION A. BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS ................ I
Section A- I. Basic Lease Provisions ................................................. I
Section A-2. Effect of Rcfcrcocc to a Basic Lease Provision .............................. 3
Section A-3. Ennmcration orExhibits ............................................... 'I
ARTICLE I - GRANT AND TERM ......................................................... 3
Section 1.01. Leased Premises and Common Areas ..................................... 3
Section 1.02. Term ............................................................... 4
Section 1.03. Obligations Prior to Commencemeat of Term .............................. 4
Section 1.04. Owner's Financing Conlingcncy. ......................................... 4
ARTICLE II- RENT . ................................................................... 4
Section 2,01. Annual Minimnm Renl ................................................ 4
Section 2.02. Percentage Rent .................................................... .5
Sectmn _.0.~. Gross Receipts Dclincd 5
Section 2.04. Additional Rent ..................................................... 5
Section 2.05. Interest ............................................................. 5
ARTICLE 111 - RECORDS; REPORTS AND AUDIT .......................................... 6
Section 3,01. Tenant's Records; Reports and Audits .................................... 6
ARTICLE IV - CONSTRUCTION, ALTERATIONS, ADDITIONS
AND RELOCATIONS OF IMPROVEMENTS .............................................. 6
Section 4.0 I. Owner's and Tenant's Work ...: ......................................... 6
Section 4102. Changes and Additions to thc Shopping Center . ....................... 6
ARTICLE V - CONDUCT OF BUSINESS BY TEN. ANT ...................................... 7
Section _5.01. Use of Premises ...................................................... 7
Section _5.02. Operation of Bnsiness ................................................. ?
Section_5.03, Radius Restriction .................................................... 7
Section _5.04. Parking ............................................................ 8
ARTICLE VI - TAXES ............................................................... 8
Section 6.01. Taxes ............................................................ 8
ARTICLE Vll - COST OF MAINTENANCE AND CONTROL OF COMMON FACILITIES ......... 9
Section 7.01. Common Facilities Contribution ....................................... 9
Scction 7,02. Opcrating Cost and Common Facilities Defined ............................. 9
Section 7.03. Payment ........................................................... 10
Section 7.04. Control by Owner ................................................... [ I
ARTICLE VIII - ALTERATIONS: SIGNS: SURRENDER AND TENANT LIENS ................. I I
Section 8.01. Alterations ......................................................... I 1
Section 11.02. Surrender; Title to Improvements: Removal and Restoration by Tenant ......... 1 I
Section bl.03, Tenant's Liens ...................................................... 12
Section 8.04. Tenant's Signs ...................................................... 12
ARTICLE IX - MAINTENANCE OF LEASED PREMISES: RULES AND REGULATIONS ........ 12
Section 9.01. Maintcnancc by Tenant ................................................ 12
Section 9.02. Maimcnancc by Owner ............................................... 13
Section 9.03. Rules and Rcgnlations ................................................ 13
ARTICLE X - INSURANCE AND INDEMNITY ............................................ 1.3
Section lO.01, Liability Insurance .................................................. 13
Section 10,02. Fire Insurance ...................................................... 14
Section 10,03. Insurance on Buildings and Improvements in thc Shopping Center ............ 14
Section 10.04. Business Liability Insurance ........................................... 15
Scctlon 10.05. Indcmnificadon ................................................. 15
Scctioa 10.06. Waivcr of Snbrogation: Limitation orLiabibty . .......................... 15
Section 10.07. Notice by Tcnant ................................................... 16
ARTICLE XI - UTILITIES .............................................................. 16
Section I 1.01. Udlily Charges ...................................................... [6
Scctioo I 1.02. Owner's LiabiliLv Ibr Inlerruptmn ...................................... 16
ARTICLE XII - ESTOPPEL CERTIFICATE: ATTORNMENT:
PRIOPdTY OF LEASE: RIGHTS OF MORTGAGEE ....................................... 16
Section 12.0 I. Estoppel Ccrtificae ................................................ 16
Section 12.02. Attommcnt ....................................................... 16
Section 12.03. Priorily o£Lcase .................................................. 17
Section 12.04. Rights of Owner's Mortgagee ......................................... 17
ARTICLE XIII - ASSIGNMENT, SUBLETTING AND CORPORATE OWNERSHIP .............. 17
Section 13.0 I. Consent Required ................................................... 17
Section 13.02. Corporalc Ownership ............................................... Iii
Section 13.03. Owner's Right to Assign .............................................. 111
ARTICLE XIV - WASTE; HAZARDOUS WASTE;
GOVERNMENTAL AND INSURANCE REGULATIONS .................................. Iii
Section 14,0 I. Waste or N uisancc .................................................. 111
Scction 14.02. Hazardous Waslc ................................................... 111
Sccdon 14.03. Govcrnmcnml and Insurance Rcguladons ................................ 19
ARTICLE XV - MEP, CHANTS ASSOCIATION ............................................ 19
Section 15.01. Merchants' Association (Intentionally Omitlcd) ........................... 19
Section 15.02. Promotion Fund (Intentionally Omitted) ................................. 20
Section 15.03. Advertising (Intentionally Omitted) ..................................... 20
ARTICLE XVI - DESTRUCTION ........................................................ 20
Section 16.0 I. Destruction of Lensed Premises ....................................... 20
Section 16.02. Destruction orShopping CelUer ....................................... 20
ARTICLE XVII - EMINENT DOMAIN .................................................... 20
Section 17.01. Condemnation of Leased Premises ..................................... 20
ARTICLE XVIII - TENANT'S DEFAULT; AND SECURITY DEPOSIT ......................... 21
Section I 8.0 I. Del'nult by Tenant .................................................. 21
Section 18.02. Bankml~tcy ........................................................ 23
Section 18.03. Owner's Right to Cure Dcl;'~ults ....................................... 25
Section 18.04. Security Deposit .................................................... 25
ARTICLE XIX - ACCESS BY OWNER ................................................... 26
Section 19.01. RightofEnlo' ..................................................... 26
,,
ARTICLE XX - ARBITRATION; RIGHT TO APPEAL ...................................... 26
Section 20.01 Arbitration ........................................................ 26
Section 20.02. Waiver of Trial By Jury ...-. .......................................... 26
ARTICLE XXI - OWNER'S LIABILITY ................................................... 27
Section 21,01. Limitations on LiabiliD' . ............................................. 27
Section 21.02. Owner's Obligations With Respect to Furore Building Arcas ................ 28
ARTICLE XXII - HOLDING OVER ...................................................... 2g
Section 22,01. Holding Over ...................................................... 214
Section 22.02. Time is of the Essence ............................................... 214
ARTICLE XXIII - WAIVER: NOTICE: DEFINITIONS: MISCELLANEOUS ..................... 29
Scetioo 23.01. Waiver ........................................................... 29
Section 23.02. Force Majeure ..................................................... 29
Section 23.03. Notices and Payments ............................................... 29
Section 23.04. Definitions ........... ........................................... 30
Section 23.05. Miscellaneous ..................................................... 31
dlb\r~rktebbic.loe iii
LEASE AGREEMENT
WITNESSETH. that m considcration of mutual covenants. Owner and Tcnant hereby agree as
follows:
SECTION A. BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS
Section A- I. Basic Lease Provisions.
DATE:
SBOPPING
CENTER.:
OWNER:
TENANT:
Pmlnsboro Commons Shopl)ing Center
Cambcrland County. Pcrmsylvm~ia
Willimn F. Rothman. Charles F. Schubert & Samucl L. Recd. Co-Partncrs. t/d/b/a
Rothman, Schubert & Reed a Pennsylvania Gcncral Partnership
r,
Dcbbic Entcq~]i~c,, Ltd~ a Pennsylvania Business Corporation, t/a Your Hair
Conncction
TENANT'S ADDRESS:
2314 Bumblebee Hollow
Mechmficsburg. Pennsylxaaia 17055
TENANT'S PHONE NUMBER: 717-697-6497 Home: 717-697-6~34
TENANT'S
TRADE NAME:
Your Hair Connection
LEASED
PREMISES:
The Premises oudincd in red Oil Exhibit A containing approximately One Thousand
Two Hundred (I.200) square feet ol'Gross Leasable Area and identified as Block
B. Section I of thc Site Plan found at Exhibil A. sub. jeer to change.
LEASED TERM:
Fivc (5) Years.
RENEWAL TERM:
Two (2). Five (5) year terms.
) ~
PERIOD FOR
COMPLETION OF
TENANT'S WORK:
PERMITTED
USES:
Tenant's work shall be completed on or before 90 days after Owner substantially
completes Owner's Work set forth in Exhibit B and makes tile Leased Premises
available to Tenant. Thc term "substantially completes" as used in this paragraph
sbal} mean that Owner has completed Owner's Work with thc exception of minor
items wbich can be fidly completed prior to completion of Tenant's Work without
material interference with T, enant's Work or upon receipt of a ccrtil]cate of
occupancy from East Pcnnsboro Townsbip, whichever occurs sooner.
Hair salon
ANNUAL
MINIMUM RENT:
PERCENTAGE
RATE:
BREAKPOINT:
Tenant shall pay to Owner. as A[mual Minimum Rent. for year one (1) and ),ear two
(2) of thc Lease Tm'm, tile sum of Seventeen Thousand Four Handred Dollars
($17.400.00) per ammm ($I.450 per month) based on $14.50/square foot, beginning
on tlc Commencement Date (as defined in Section 1.02 hereof): for year three (3)
of the Lease Term. the sum of Eighteen Thousand Six Hundred Dollars ($18,600)
per annum ($1,550 per month) based on $15.50/square foot; for year (4) and year
(5) oF the Lease Term, the stall of Nineteen Thousand Two Handmd Dollars
($19.200.00) per annual ($1,600 per month) based on $16.00/square foot. Tile
Annual Mmimum Rent Ibr the renewal terms shall be the greater of (a) increased by
five percent (5%) or (b) the rate at thc end of the preceding term adjusted for the
Consumer Price Index. Consumer Price Index (hereinal).er the "CPI") shall mean
the average for "all items" shown on tlc CPI for the urban wage earners and clerical
workers for the Philadelphia region as publisbed by tile Bureau of Labor and
Statistics of the United States Dclmrtmcnt of Labor using the years 1990-1996 as the
reference base of hundred (t 00), or if tile CPI is no longer published, tbe iadex of
consumer prices in the United States most closely comparable to said index, after
making such adjusmmnts as may be prescribed by the agency publishing the same
or as othcp, vise may bc required to compensate for changes subsequent to the
commencement date hereol: ia items inclucled, or method ofcomputation error. Tile
average CPI for the quarter procccclmg thc execution of this Lease shall be the base
CPI m this paragraph in order to determine tile percentage rate of increase in CPL
N/A %
SN/A
INITIAL ESTIMATED
COMMON FACILITIES
CONTRIBUTION FOR
TENANT:
$1,620.00 per calendar year ($135.00 per month) (subject to adjustment as set forth
in Article VII of this Lease)
INITIAL ESTIMATED
TAX CHARGE FOR
TENANT:
INITIAL ESTIMATED
INSURANCE CHARGE
FOR TENANT:
$1,200.0[) per tax year ($100.00 per month) (subject to ac[justment as set forth in
Articlc VI ol'this Lease)
$.~00.00 per calendar ),car ($27.00 per nlonth) (sub. icct to adjustment as set forth in
Articlc X orthis Lcase)
SECURITY DEPOSIT:
Upon execution o1' this Lease, Tenant shall dcposit tile S1.1111 orSN/A with Owner to
secure thc pcrFm'mancc oF thc obligations or Tenant herein contained.
Section A-2, EFFect o1' Rcl'crcncc to a Basic Lcasc Provision.
Each reference in this Lease to any o.r thc Basic Lease Provisions contained in Section A-I shall be
deemed to incorporate nil orthc terms provklcd under each such Basic Lease Provision.
Section A-3. Ennmcration oF Exhibits.
Tile Exhibits enumerated in dfis Section and attached Io this Lease arc hereby incorporated in this
Lease by reference and each part) agrees to pcrroml all obligations binding ul)on it under such Exhibits,
Exhibit A
Exhibit A- I
Exhibit B
Exhibit C
Exhibit D
Site Plan
Legal Description ol'Ovmcr's Tract
Construction Exhibit
Rules and Regulations
Guaranty of Lease
RECITALS
Owtlcr owns I'ec tillc to certain real I/rOl)crly described on Exhibil A-I. The real property described
on Exhibit A-I (as thc same may bc expanded or reduced as comcmplatcd m this Lease) is herein called
"O~vncr's Tract." Tile tcrm "Shopping Ccntcr" shall mcan Owner's Tract. togcthcr with thc buildings and
other improvements thereon From lime lo tinlc.
ARTICLE l - GRANT AND TERM
Section 1.0 I. Leased Premises and Common Arcas.
Owner leases to Tenant anti Tenant rents fi'om Owncr those premises located in thc Shopping Center
and described as tile "Leased Premises" in Section A-I of tile Basic Lease Provisions, together with thc
appurtenances specifically herein granted. Thc usc by Tenant of thc Leased Premises shall include tile non-
exclusive use or tile "Common Facilities" (as defined in Section 7.02) sho~vn on Exhibit A. and such other
~U~ 3
Common Facilities as may bc designated from time to time by Owner. snbjcct, howcvcr, to thc provisions
of Section 4.0') and 7.04 and to thc other terms and conditions of dds Lease.
Section 1.02. Term.
Thc term of this Lease and Tenant's obligation to pay rent shall, subject to thc provisions of Section
23.02, commence upon thc earlier of thc following dates (thc "Commencement Date"): (i) thc date on which
Tcnant shall open thc Leased Premises for business wifl) linc public, or (ii) thc date of expiration of Ibc
"Period For Completion of Tenant's Work" designated in Section A-I of thc Basic Lease Provisions. Thc
term of this Lcasc shall expire, unless sooner terminated as in dds Lease providcd, on thc last day of thc last
"Leased Year" (as defined in Section 23.04) provided under "Lease Term" in Section A-I of d~c Basic Lease
Provisions. In order to extend thc Leased Term as provided under "Renewal Term" in Sccdon A-I of thc
Basic Lcasc Provisions. Tenant shall ~ivc Owner si~ty (60) days written notice of i~s inlcntion to renew thc
Leased Term prior to thc cad of thc dtcn current term at thc amount dcsi~nalcd for thc renewal terms
provided under Annual Minimun~ Rent in Section A-I of thc Basic Lease Provision.
Section 1.03. Obli~.ations Prior lo Commc~tccmcnt el'Term.
Tenant shall pcrfornl all of its obligations under this Lease (except its obligations lo pay rent and
other charges) from thc date upon which thc Leased Premises arc first made available to Tenant until thc
Commcnccnlcnt Date.
Section 1.04. Owner's Financin~ Continucnc','.
It is a conclition el'all ol'Oxvncr's obligations under this Lease th:il within six (6) months from thc date
of execution el'this Lease. which period may be extended by Owner f'or not more than an additional
twelve (12) months, Owner obtain commitments For construction money and permanent mortgage
loan financing fOl' that portion of' tile Shopping Center, including Tenant's Leased Premises, as
designated on the Site Plan as the initial phase of construction, in an amount and on terms
satisfactory to Owner. Il' at the end oF said six (6) month period, or any extension as aforesaid,
Owner has not obtained such commitments, Owner or Tenant may each cancel this Lease by giving
written notice to the other. Tenant shall receive a return of' any deposit in the event of such
cancellation. In the event this Lease is canceled under the provisions ofthis section, neither party
shall have any ~'urther obligation or liability to Ihe other under or with respect to this Lease.
ARTICLE II. RENT
Section2.01. Annual Minimum Rent.
Tenant shall pay to Owncr, without any prior demand, clcduction or sctorE tile "Annual Minimum
Rent" spccificd h~ Scclio, A-I of the Basic Lcasc Provisions. m equal monthly installments on or bel'orc thc
first day of each calendar month in advance. Annual Minimum Rent for a fi'actional calendar month shall
be prorated.
)
Section 2.02. Percentage Rent.
In addition to thc Annual Minimum Rcm, Tcnam shall pay to Owner, as pcrccntagc rcnt hereunder
(thc "Annual Pcrccntauc Rent"). a sum cquivalcnt to thc "Pcrccntagc Rate" (as specified in Section A-I of
thc Basic Lease Provisions) of thc "Gross Receipts" (as dcfincd itl Scction 2:03) in each Lease Year during
thc term, in cxccss of thc "Brcakpoint" (hcrcinaftcr defined). Thc Anrmal Pcrccntagc Rent for cach Lease
Ycar shall bc duc and payable on or before thc 45th day following thc expiration of cach such bcasc Year
during the tm're. For any Lease Ycar in which there has been an abatement of Annual Minimum Rcnt as in
this bcasc provided, thc Breakpoint for such Lease Ycar shall bc proratcd, and shall be equal to thc product
obtnincd by multiplying thc Breakpoint for such Lease Year by a fraction, the numerator of which is thc
Annual Minimum Rent paid by Tenant for such Lease Year and thc denominator of which is thc Annual
Minimum Rent otherwise payable by Tenant had thc Annual Minimum Rent bccn payable withont abatement.
Unless specified in Section A-1 of tl~c Basic Lease Provisions, thc term "Breakpoint" shall mean an amount
equal to thc quotient obtained by dividing thc Annual Minimum Rent payablc by Tenant for cach Lease Year
(or partial Lcasc Year) daring thc tcrm by thc Percentage Rate.
Scction 2.03. Gross P, cceipts Dcfincd.
Thc tcrm "Gross Rcccipts" is dcfincd to mcan: 6) thc entire amount of thc price charged, whcthcr
wholly or partially in cash or on credit, or othcm, isc. tbr all goods, wares, mcrchandisc and chattcls of any
kind, sold, [cased, licensed or delivered, and all chargcs for services sold or pcrlbrmcd in, at, upon or from
any paa of or through d~c usc of thc Leased Premises or any part d~crcof by Tenant and any other person, firm
or corporation, or by means o~ any mechanical or other vending device (other than pay telephones and those
soft drink and od~cr similar vcndmg dcviccs opcralcd primarily I~r thc convcnicncc o~ Tcnanfs cmployccs):
and (ii) all gross income o[' Tenant and any othcr person, firm or coq3oration fi'om any operations in. al. apon
or from thc Lcascd Prcmiscs which arc ncid~cr includcd in nor excluded I~om Gross Receipts by othcr
provisions of this Lease. but without any duplication. Gross Receipts shall not includc dm amount or any
salcs tax, usc tax or retail excise tax which is imposcd by any duly constitutcd govcmmcntal authority directly
on sales and which is both addccl to thc selling price (or absorbed therein) and is paid lo thc taxing authority
by Tcnant (but not any vendor of Tenant). No I~anchisc or capital sleek tax. 'and no income or similar tax
bascd upon income or profits as such, and no pcrsonal property tax. shall bc dcductcd from Gross Receipts.
Section 2.04, Additional Rent,
Tenant shall pay, upon demand as additional rent. all charges required to bc paid by Tenant tinder
this Lease. whcthcr or not thc samc arc dcsignated "additional rcnt".
Scction 2.05, Inlcrcst.
If Tenant shall fails to pay within live (5) days fi'om when thc same is duc and payable, any rent or
any additional rent. Tcnant shall, u[)on demand, pay Owner 6) a late charge of $100,00 for each installment
Of Annual Minimum Rent or o'thcr charge past due and (ii) interest at thc "lntcrcst Rate" (as dcfincd in Scction
23.04) on tile arrearages fi'om the due date Ihereof until paid.
ARTICLE II1 - RECORDS; REPORTS AND AUDIT
Section 3.0l, Tcnanl's Records; Reports and Audil.
Tenant agrees to prcF, arc and keep Iruc and complete records and accounts for at least 24 months artcr
each Lease Year during the tm'm oF this Lease of all Gross Receipts for each such Lease Year in accordance
with generally accepted accounting principles consistently Ibllm/cd. Tenant shall submit to Owner on or
bc£orc tbe 45th day following tbc end of each Lease Year dm'iag tbc term. a statement certified by Tenant
sbowing tbc amount o£ Gross Receipts during such Lease Year and itemizing all deductions and exclusions
tbcre£rom. Owner may at any time within 24 months after tile end o£any Lense Ycar during thc term, upon
10 days' prior notice to Tenant, cause an audit to bo made by Owner's accountants of Tenant's books and
records relating to its Gross Receipts £or such Lense Year. If snob audit shall disclose that Tenant has
understated Gross Receipts by 3% or more for such Lease Year, Tenant shall, upon demand, pay to Owner
the cost el' such audit in addition to any dcficiency itl Annual Percentage Rent, which deficiency sball be
payable itl an.',' event. Il'such audit shall disclose that Tenant bas understated Gross Receipts by 8% or more
For such Lease Year. O,,vner shall, iu addition to its other rights hereunder, bnve tile right to temfinate this
Lense by gMng notice tbcreoF to Tenant. If Owner so elects to terminate this Lease. tiffs Lease shall
terminate 10 days after tile date or such noticc Tcaant shall COOl)crate I'ully with O,ancr in conncction with
sncb audit, including, witbout limitation. I'urnishing Owner with an cxplauntion of'tile methodology employed
by Tenant in connection with any computcrixation o1' Tenant's records. I1' Owner's accountants, after
examining such records and acconnts as Tenant makes available to them. arc unable to verify the Gross
Receipts for such Lease Year by reason of Tenant's I~ilurc to prepare, keep or make available the same in the
manner required under this Section 3.0 I, then Tenant shall, ttpon demand, and without impairing Owner's
otber remedies, pay the cost of sncb andit. At Owner's request. Tenant shall provide an mmual financial
statement.
ARTICLE IV CONSTRUCTION. ALTERATIONS. ADDITIONS AND RELOCATIONS OF
IMPROVEMENTS
Section 4.0 I. Owner's and Tenant's Work.
(A) Owner and Tenant shall constrnct tim Leased Premises in accordance witb the provisions
Exhibits B. All o£Tcnant's Work with respect to utility installations slmll also be subject to approval. When
applicable, by the utility company ~urnisbing Ibc service.
(B) Owner or an autborizcd utility company shall bare tbe rigbt to construct, maintain, repair.
replace and relocate utility lines, pipes, conduits mid duct wm'k where nccessa~' or desirable, through attic
space, column space or other smfilar areas or tile Lensed Premises. and to repair, aher. replace or remove tile
same. all in a manner ~dlicb docs not interfere unnecessarily with Tenm~l's use tbercol: and Tcnanl sball not
be entitled to an abalemenl or reduclion of rent or to claim an actual or constructive eviction bv reason
tbereol: "Owner's Work" (hereinafter defined in Exbibit B) shall bc deemed approved by Tena'nt in all
respects except for items oF Owner's Work which are not completed or do not confornl to Ei,:bibit B and as
to which Tcnanl shall hnvc given notice to Owner within 30 days arlcr file colnmenccmcnl el'the term.
Section 4.02. Chromes and Additions to tile Sboppine Center.
NotwitbstaniJing anything set Ibrtb in this geasc to tile contrary, it is agreed that Owner reserves tbc
rigbt, without invalidating this Lease or morillO, lng any provision tbere~Fexcept Exhibit A, at an.,,' time eitber
d~ 6
~
before, during or after thc initial construction thereof, ti) to make altcrations, changes, deletions and additions
(inclnding additional storics) lo thc bnildings, Common Facilities and other improvcments in thc Shopping
Center (excluding the interior of the Leased Premises); (ii) to add and permit to be added additional land(s)
to the Shopping Center and lo exclude land(s) thcrefi'om; (iii) lo construct and Io permit to be constructed
additional buildings and other improvements ill tile Shopping Center: (iv) to remove or relocate the whole
or any part of any building or other improvement in the Shopping Center: and tv) to relocate the premises
leascd to any other tenant. PROVIDED. I-IOWEVER. thc fore.going shall not be construed as permitting
Owner to change thc location of thc Leased Premises.
ARTICLE V - CONDUCT OF BUSINESS BY TENANT
Section 5.01. Usc o£ Premises.
Tcnant shall opcrnte tide Leased Prcmises nndcr thc "Trade Name". if any, specified in Section A-1
of thc Basic Lcasc Provisions and shall usc thc Lcascd Premises solcly for thc "Pcrmittcd Uses" specified
therein and for no other use or pnrposc whatsoever. Tenant shall not permit any business lo be opera/cd in
or from thc Leased Prcmiscs by any concessionaire or licensee without thc prior consent of Owner.
Section 5.02. Operation of Business.
Tenant shall, sub. jcct Lo Ibc provisions of Section 22.02, ti) open tide Leased Prcmises by the dale
provided in Section 1,02 and thereafter continuously operate all of thc Leased Premises in good faith during
thc term so as to produce the maximum prolltablc and practical Gross Receipts which may be produ~d by
such manncr ofopcration: and (ii) kccp thc Lcascd Premises open l~r busincss and thc signs thcrc~orc lightcd
each day from 8:00 ~,m. until g:00 p.m., Monday throngh Friday. 10:00 a.m. to 3:00 p.m, SatU?day, and
closed on Sunday (local fimc thcn currcm). If Tenant dcl~mlts in rcspcct to any or thc Foregoing covenants
then Tcnant shall, in recognition of thc dil'ficulty or impossibilit~ of dctcrmining Owncr's damagcs, pay to
Owner. ripen dcmand, as liquidated damages ( anti not as a penalty) and in addition to thc Annual Minimum
Rent and other cl~argcs payable trader this Lease. a separate chm'gc cqnal to 1/365 of thc then applicable
Annnal Minimum Rent I~r each day, or part thcrcolL Tenant I~ails to open or operate thc Leased Premises in
accoMancc with thc provisions o1' this Sccfion.
5.03. Radius Restriction.
IF Tcnant or "Guarantor" (il' any) or (il' Tenant is not an individual or partnership) any subsidia .fy or
parent corporation of Tenant or Guarantor, or any affiliate of Tenant or Guarantor shall directly or indirectly
engage or participate in, as owner, principal, employee or agent, or through any subsidim3', or a~filiate, or
furnish financial or other aid or support to. any busi~{~ss enterprise or undertaking which is in any manner
or degree competitive with thc uses specified in Section 5.01 of thc Lease Agreement, and such business is
located within 3 milcs fi'om any bounda~3' linc or thc Shopping Ccntcr. thcn Owner sh~ll have thc right, in
recognition o~ fl~c ~act that the Annual Percentage Rent payable hereunder may be reduced by such
competition, to require by not~cc to Tenant that 33%% el'any and all gross sales (which shall be coextensive
in scope to Gross Rcccipts as dcfincd in this Lease) made at. in or fi'om any such compcting operation shall
be deemed Gross Receipts I~r thc pnrposc of computing thc Annual Percentage Rent due under this Lease,
with the same I~rcc and cffcct as though such percentage o~gross sales had actually bccn made in the Leased
Premises and in such event thc provisions oFArticlc III shall be applicable to such competing operation and
the gross sales received therein.
7
Section 5.04. Parking..
Tenant and cmployccs of Tenant shall park thcir automobiles in thc side and rear parking areas
designated by Ov,'ncr for employees. Owner shall provide appropriate lighting for said area. Owner shall be
entitled to tow improperly parked vehicles at thc aotomobile owoer's expense and without notice.
ARTICLE VI - TAXES
Section 6.01. Taxes.
(A) Thc tcrm "Taxes" shall mcan thc aggregate of thc real cstatc taxes, assessments and other
governmental charges and levies, general and spccial, ordinar?nnd extraordinan.,, foreseen and unforeseen.
of any kind or nature xvhatsocvcr (incloding assessments for pnblic improvcments or bcnefits and intcrcst on
unpaid installments thcreo0 which may be levied, assessed or imposed or become liens upon thc Shopping
Center, or which arise out of the use, occupancy or possession of thc Shopping Center (land, buildings and
permanent improvements) from time to time. Thc tm'm "Taxes" shall not, however, include inheritance,
estate, sacccssion, transfcr, gilt. fl'anchisc, corporation, iucomc or profit tax imposed upon Owner, nor
pcnaltics imposcd npou Owner for Owner's dclinqucnt payment of thc Taxes: PROVIDED, HOWEVER, that
il' at any time during thc term of this Lease tile methods of taxatiou prevailing at tide commencement of tile
teml of this Lease shall be altered so timt in addition to or in lien oread,s a substimtc for tile Wholc or any pan
of tide Tnxcs now levied, assessed o,' imposed ou real estate as such tl~er¢ shall be Icvicd. assessed or imposcd
(i) a tax on thc rcnts rcccivcd fi'om thc Shopping Ccnler: or (ii) a liccnsc fcc mcasurcd by thc rents receivable
by Owner from thc Shopping Ceuter: or (iii) a tax or license fcc imposed upon Owner which is othep, vise
mcasnred by or based in whole or itl part upon thc Shopping Center or any portion thcreo[', then such tax or
fee shall be inelnded in the computation of Taxes. compnted as if thc amouut ofsneh tax or fee so payable
were that pm1 due if the Shopping Center were tile only property of Owner subject thereto.
(B) Thc term "Tax Yea[" shall mean tile I 2 month period established as the real estate Lax year
by the taxing authorities having jurisdictioa over tile Shopl)ing Center.
(C) Tile term "Tenant's Tax chm'ue" shall mcan an amount equal to tide product obtained by
nmltiplying thc sum of tile Taxes for each Tax Year plus all reasonable costs, expenses and attorneys' fees
incurred by Owner in contesting any 'Faxes doting such Tax Year (which Owner may do at its option) by
"Tenant's Percentage Share" (hcr¢inal'tcr defined in Section 23.04) as of the date tide Taxes for such Tax Year
are assessed. For the Tax Year in which this Lease commences or terminates. Tcaant's Tax Charge shall be
prorated.
(D) Tenant's Tax Charge shall be paid to Owner in monthly installments (as estimated by Owner)
itl advance on the first day el'each calendar month daring such Tax Year. Owner's estimate of Tenant*s Tax
Charge for the Tax Year itl 'Milch this Lease commences is set Ibrth in Section A-I of the Basic Lease
Provisions. Within 90 (lays a['tcr Ihc end el'each Tax Year. O~xnc,' shall deliver a COlD)' to Tenant of all tax
bills for sach Tax Year and ccrtil3' to Tenant thc amount of Tenant's 'Fax Charge and Owner and Tenant shall
then adjnst any overpayment or underpayment by Tenant of Tenant's Tax Charge Ibr suctl Tax Year. An,,,
payment required in coanection xvith an overpayment or underpayment shall be due withiu thirty (30) days.
}
Owner's £ailure lo provide such iafonnation withia thc 90 days shall in no way excuse thc Tenant from its
obligations to pay any underpayment or constitute a waiver of Owner's right to bill and collect such
tmdcrpaymcnt fi'om Tenant in accordance with this paragraph.
(E) Tenant shall pay (or reimburse Owner upon demand irthc same m'e levied against Owner or
tho Shopping Center). before delinquency, any and all taxes, assessments, license fees and public charges.
of whatever kind or nature, levied or assessed during thc term by any governmental authoriW against Tenant's
business in thc Leased Premises and the fixtures, furniture, appliances and any other personal propc~y
therein.
(F) Owner shall have tile sole. absolute and unrestricted right (but nol thc obligation) to contest
and/or compromise the validity or amount ofany Tax by appropriate proceedings. Owner shall have thc right
(but not thc obligation), if permitted by law, to make instalhncnt payments of any assessments levied against
thc Shopping Center, and in such o,'cnt, Tenant's share of thc Taxes shall bc computed upon thc installments
thereon paid by Owner in each Tax Year.
ARTICLE Vll- COST OF MAINTENANCE AND CONTROL OF COMMON FACILITIES
Section 7.01. Common Facilities Contribntion.
In each calendar year during thc term. Tenant shall pay to Owner an amount (thc "Comnlml Facilities
Contribution") equal to a proportion of thc "Operating Cost" (as defined m Section 7.02) of the Commoa
Facilities ("Tenant's Common Facilities Contribution"). Tenant's Common Facilities Contribution for each
calendar year during thc term shall bc that portion of thc Operating Cost Ibr such calendar year equal to tile
product obtained by multiplying tile Operating Cost for such calendar year by Tenant's Percentage Share
(hcrciaaftcr defined in Section 23.04) as of tile ~'sl day of such calendar year.
Section 7.02. Opcratine Cost and Common Facilities Defined
(A) Tile term "Operating Cost" shall mcan thc total cost (other than tile cost properly chargeable
to capital account, except as herein specifically provided) and expense incurred in operating, maintaining,
equipping, inspecting, protecting and repairing thc Common Facilities. including without limitation, the cost
or expense of, or incurred in connection with or reasonably attributable lo: water, gas, electricity and other
utilities; gardening and landscaping (including planting and replacing Ilowers and shrubs): cleaning; fire
protection (including installation and maintenance of an ADT or similar type system): fees for required
licenses; personal property taxes: all Taxes levied, assessed or imposed or which may become a lien on the
Common Facilities or which may arise out of tile usc thereof: linc painting: tile repair and maintenance of tile
roof and finished ceiling (including lighting) of all Shopping Ccatcr canopies: operating of Iondsl~eakcrs and
other equipment supplying music: sanitary control: security services (if any): sewer sen, ice charges; removal
of ice, snow. trash, ntbbish, debris, garbage and other refuse (including ice and snow removal immediately
in Front ofTcnant's storcl¥ont); rcsurfacing and rcstriping of parking areas: repairing thc roofofthc Shopping
Center; and personnel to provide and supervise such services (including wages, unemployn~cnt and social
security taxes and the cost of unil'omls Ibr such personnel): plus an amount equal to ten percent (10%) of thc
total of all of thc Ibrcg~ing as an agreed upon rcimburscnmnt covering thc administrative costs to bc incurred
by Owner in connection with thc operation of thc Commoa Facilities.
(~ 9
(B) The term "Operating Cost" shall also include any municipal improvements required by the
local municipality to bc made to thc Common Facilities including bat not limited to tramc signals, stop signs,
and road repair. Tenant's Common Facility Contribotio~) For any improvements or repairs required under this
Section ?.02(B) shall bc obtained by mtthiplying thc cost oF the municipal improvements or repairs made to
thc Common Facilities by Tenant's Percentage Share:
(C) The term "Col'nmol'i Facilities" shall mcan all areas, space, cqnipmcnt and special services
in or serving thc Shoppil~g Center. provided For thc colnmon or joint usc and benoit 0r Owner. thc occupants
o~ thc Shopping Center, anti their cml)loyccs, agents, servants, customers and other invitccs~ including.
without limitation: any open pedestrian malls: parking areas and parking lot improvements; access roads;
driveways; retaining walls; exterior boundm3, walls and ~enccs; water, sanitm3, and sto~ sewer (including
any o~-sitc sewer Ih~cs xvhich Owner is reqnh'cd to maintain), gas, electric, telephone and other utility lines,
systems, conduits and I~cilitics to thc perimeter walls oF any bailding (even though intended for thc use oF
only one or a limited nnmbcr o~ occupants) and those within a building serving more than one premises, and
any of the ~oregoing which serve the Common Facilities: on or olT-sitc water detention and retention ponds,
~acilitics and systems: on-site trash compactor: plantings: Im~dscapcd at'cas; truck service ways or tnnncls:
loading dock areas and ~acilitics: thc roof and I~nlshcd ceiling (including lighting) o~ all Shopping Center
canopies; courts: ramps: sidewalks: coml~rt and I~rst aid stntio~ns: washrooms: parcel pick-up stations: any
Shopping Center pylon sigm drinking ~ountains: vertical transportation cquipn~cnt (including elevators and
escalators); auditorinms: community ceotcra: bus stations: and thc I;~cilitics appurtenant to each and all o~thc
Coregoing.
Section 7.03. Payment.
Tenant's Common Facilities Contribntion shall bc paid in monthly installments on the ~rst
day or each calendar moath during thc term in adv~hce, in an amonnt reasonably estimated by Owner.
Owner's estimate oF Tenant's Common Facilities Contribution Ibr tl~c calendar year in which this Lease
commences is set I~rth in Section A-f oF thc ~asic Lease Provisions Whlnin 90 ~ays after thc end oFeach
calendar year during thc term. Owner shall I~.'nish Tenant with a statement snmmarizing thc actual Operating
Cost For snch calendar year a~d setting lbrth thc method by which Tcnaat's Common Facilities contribution
was determined as herein provided, and Owner and Tenant shall then ad.just any overpayment or
underpayment by Tenant o[' Tenant's Common Facilities Contributiot~ ~or such calendar year with any
rcsoltant payment to bc dac within thirty (30) days. Owner's railta~ to provide such statement within thc 90
days shall in no way cxcnsc Tenant ~rom ils obligations to pay any tmderpayment or constitnte a waiver or
Owner's obligations to blil and collect such t.~dcrpaymcnt I¥om Tenant in accorda,ce with this Paragraph.
Any claim by Tenant For revision oF any statement snbmittcd by Owner hereunder for any such calendar year
wlnich is not made within 90 days a~ter receipt o1' such statement, shall be deemed waived and discharged.
For thc calendar year i~ which this Lease commences or terminates. Tenant's Common Facilities Contribution
shall bc prorated
(13) Any municipal iml)rovcmcnts or repairs as contemplated in Section 7.02(B) shall be paid within
6 months or Tenant's receipt l~'om Owner oF a payment slatcmcnt. As such municipal improvements arc
outside thc control oF thc Owner, thc O~vncr agrees to give Tenant prompt written notice o1' any municipal
improvements or repairs upon Owner's receipt o~sach notice ~rom thc municipality.
l0
)
Section 7.04. Control bv Owner.
Notwithstanding anydling set out in this Lease to tile contrmy, it ts agreed that (i) all Common
Facilltics shall bc subject to thc cxclnsivc control and management or Owner, and Owner may permit thc
owncrs or occnpants of land Iocatcd outside thc Shopping Centcr and their invitccs to nsc thc Common
Facilities; (ii) Owner shall havc thc right to temporari(v close all or any portion or thc Common Facilitics
(including parking areas): (iii) Owner shall bc requircd to kccp thc parkin§ areas lighted from dusk to dawn
and not during any daylight hours, and (iv) Owner shall havc thc right to cio and perform snch other acts in
and to thc Common Facilities as Oxwler shall determine to bc advisable with a vicv,' to thc improx'emcnl of
thc convcnicncc and usc thereof by tenants of thc Shoplfing Ccntcr and their customers, including thc right
to permit, in Owner's sole discretion, promotions in and decorations o1' thc sidewalks and parking areas:
PROVIDED, HOWEVER, Oxvncr shall maintain thc Common Facilities in the Shopping Center in reasonably
good order and repair, and shall keep thc parking ama and other Common Facilities in thc Shopping Ccntcr
reasonably frcc of snow, icc and dcbris and adequately lighted, but these obligatioos shall not inure to the
bcncfit of any third party nor confer upon anv third parly any rights or remedies in thc event or Owner's
failurc to pcrform such obligations.
ARTICLE VIII - ALTERATIONS: SIGNS: SURRENDER ANDTFNANT LIENS
Section ~.01. Ahcrations.
Tenant shall not make or cansc to bc rnadc any alterations, additions or improvements in or to thc
Lcascd Premises without submitting to Owner plans and specifications thcrcfor and obtaining Owner's
consent [bcrclO.
Section 8.02. Surrender: Title to Improvements: Removal and Restoration by Tcnant,
(A) On thc last clay o1' thc term or on thc sooncr termination thcrcol'. Tcnant shall (i) sub.jcct to
the provisions o1' Articles XVI and XVII. pcaccablb surrender thc Leased Premises broom ctcao and in good
order, condition and repair except Cor reasonable wear nnd rcm': (ii) at its expense remove From thc Leased
Prcmises thc sigos, moveable I~,'nitnre and trade fixtores (including. without limitation, molly-bolts, screws
and other items inserted into thc walls of tlc Leased Premises) which wcrc ~urnishcd and installed by Tenant
at Tenant's solc expense ("Tcnnnt's Propcrtv") and. il' rcqncstcd by Owner. rcmovc, at Tenant's expense, thc
carpeting in thc Lcascd Prcmiscs. and (iii) clctiver to Owner a certificate of inspection from a rcputablc
mechanical systems contractor that thc hcating, ventilating, air conditioning, electrical and plumbing systcms
arc io good ordcr, condition m~d repair. Any damage to thc Leased Prcmiscs caused by Tcnant in thc rcmoval
of Tcnaat's Property shall bc rcpaircd by Tenant at 3'cnant's expense (including. without limitation, thc
patching and sanding o1' molly-boh holes and other similar type holes in thc walls of thc Lcascd Premises).
(B) Exccpl for Tcnant's property, tile title to all altcratioas, adclitioas, improvements, repairs,
decorations, non-trade fixtures, equipment (including heating and air conditioning equipment) and
appurtenances attached to or built into thc Leased Premises which shall have been made, furnished or
installed by or at thc expense of either Owacr or Tenant itl or upori thc Leased Premises shall become opon
the installation thereof and remain a part of tile Leased Premises without disturbance or charge, except that
Owner may elect to require Tenant. at Tenant's expense, to remove any or all of such alterations, additions,
improvements, non-trade fixtnrcs, cqnipmcnt, and/or al~purtcnanccs, and Tenant shall upon Stlch removal
restore tile Leased Premises to good condition, sub. jcct to ordinmy wear and tear.
Il
Section ~.03. Tenant's Liens.
(A) Bcl'orc Tcnam permits any work. labor, services or materials to be I)crl'ormed I'or or rnrnisbed
to thc Leased Premises, Tenant shall rcqnh'c .'my party ~vith whom Tenant contracts to pcrl'orm said work to
Tenant or anyone holding all or any part or thc Leased Premises under Tenant to file a stipulation against
liens pursuant to § 1402 or thc Pennsylvania Mechanics' Lien Law ol' 1963 (49 P.S. § 140 I, ct seq.).
(g) Tenant shall not surfer any mechanics' or matcriahncn's lien to bc filed against thc Leased
Prcmiscs or the Shopping Center by reason of Work, labor, services or materials pcrl'onncd or I'umisbed to
Tenant or anyone holding all or any part o[' thc Leased Prcnfiscs under Tenant. I1' any such lien shall at any
time be filed as al'orcsaid. Tenant may contest thc same in good I~ith but notwithstanding such contest, Tenant
shall, within 15 days allot tile riling thercof, cause such lien to be released or record by payment, bond, order
or a court or competent jurisdiction, or otherwise.
In tile event that Tenant rails to take tile actions that arc necessa~, to cansc such lien to be released,
then the Owner shall have thc right to take whatever actions arc necessary to have said liens released. In such
event, Tenant agrees to reimburse thc Owner I'or all costs incurred by thc Owner. including attorneys' roes.
A failure by the Tenant to reimburse tile Owner these costs shall be a dcl'ault by Tenant pursuant to Article
XVIII.
(C) Tcnanl shall not create or stdTcr to bc created a security illtcresl or other lien against any
improvements, additions or other construction made by Tenant in or to tile Leased Premises or against any
equipment or fixtures installed by Tcnanl therein (other than Tenant's Property).
Section 8.04. Tenant's Sirras.
Tenant shall not install any sign, billboard, marquee, awning, placard, lettering, advertising matter
or other thing o1' any kind. whether permanent or tcmpora~3,, on the exterior or thc Leased Premises, or in or
on any glass window, window showcase, or door of thc Leased Premises until the same has been approved
by thc Owner in writing. Owner has tile right to control tile size. location, design and materials ol'the same
for the purpose or establishing and maintaining the appearance of tile Shopping Center.
ARTICLE IX - MAINTENANCE OF I,I~ASED PREMISES: RUI,I'_.'S AND REGULATIONS
Section 9.01. Maintenance by Tenant,
Subject to tile provisions of Articles XVI and XVll, Tenant shall, at its sole cost, keep and maintain
thc interior or thc Lcascd Premises I together with exterior (i) I'eaturc lighting, (ii) windows, including sashes.
(iii) heating, ventilating and air conditioning equipment and sewer and other lines serving thc Leased
Premises exclnsively. (iv) doors, inclnding fi'ames, locks, hardware and track. (v) store I'ront of the Leased
Premises, and (vi) signs and other cquipmcnl tel'erred to in Section 8.(14I. including without limitation, the
partitions, ceiling, interior porlions of exterior walls. Iloor covering Ihercin, and thc fixtures, equipment,
machine .fy, appliances and utility lines thcrcin and appurtenances thcrcol' Jsuch as. b~.~t not limited to. lighting
fixtures and lenses and such fixtures, cquillmcnt, macllinc~3' controls, appliances and utility lines and
appurtenances thcrcol', as are used I'or. in connection with or which arc a part of thc electrical, plumbing.
heating, air conditioaing, ventilating, sprinkler, or any other mechanical systems in or serving thc Leased
Premises ], in conformity with all mits and regfilations o1' Owner's ha×ard insnrer, neat and clean and in good
)
order, condition, maintenance anti repair. Tenant shall also at its cost procare and maintain in tl~¢ Leased
promises nil safety appliances required by Owner's ha×etd insurer to be maintained therein. Tenant shall
replace any and all plate, wiadow and other glass (stractarnl or otherwise) in. on or about thc Lensed
Premlses, which may bc broken or destroyed, with glass of the same or similm' quality. BcForc undertaking
repairs to the Leased Premises (other titan minor interior non-structural repairs), Tenant sbalJ first obtaia
Owner's approval of the plans and specifications thcrcFor, which approval is not to be unreasonably withheld.
Owner shall authorize one (I) heating and air conditioning contractor who shall provide a complete service
and maintenance contract to Tenant who shall bc tile n'amed party on tile contract rot the changin§ o1' filters
at least once per month, thc monthly inspection of the FIVAC eqnipment servia§ the Leased Premises,
including a ',vrhten report of Ibc condition there or bo bc providccl to Owner and Tenant, the periodic oiling
of the equiprncnt ~d~cr¢ rcquh'cd? the fi,ghtcnin.g of belts, thc filling or pitch pans and the scaling of water
leaks, amen§ other things. Thc service and mniatenance contract and its related costs shall be the sole cost
and expense or tile Tenant, The existence el' a service contract with an Owner approved vendor shall not
relieve Tenant or its obligations to maintain and roi)air such cqnipmcnt as above provided.
Section 9.02. Maintcnancc bv Owner.
Subject to thc provisions or Articles XVI and XVII and to tile obligations or Tenant under the
provisions or Sections 9.01, tile Fonndations, roof (excluding interior ccilinss), and exterior portions ol' thc
exterior ',vails (cxcludin[ store fi'oat) oFthc Leased Premises shall bc maintained by Owner at its expense in
good order, condition, maintenance and repair. Owner shall not bc deemed to have breached its obligation
to make thc repairs rcgnircd of Owner ns set ['orlh in this Section. or to be liable for any damages rcsnltin~
therefrom, unless Owner rails to make thc same within a reasonable period (taking into consideration thc type
of rcpair involvcd) after receiving notice from Tcaant of thc need thcrclbr.
Section 9,03, Rules and Rce. nladons.
Tenant agrccs to comply with and observe thc rules and regulations set forth in Exhibit C, Owner
rcscrves thc right, at any time, oncc or more often, by notice to Tcnam. to amend or supplcmcnt said rules
and regulations in a reasonable and non-discriminalory manner.
ARTICLE X- INSURANCE AND INDEMNITY
Section 10OI. Liabilhv Insurance.
Tenant shall kcep in force with an insurance company au!horizcd lo do business in thc State in wi'rich
tile Lcascd Premises arc Iocatcd and xvbich has 'a Bcst's h~stu'ance Gnidc Rating of A+:XV ("~ualificd
Carricr"), a policy of comprchcnsivc pablic liability iasnrancc, including propcrty damagc, xvith respect to
thc Leased Premises and thc business operated by Tcaant and any other occupant of thc Leased Premises,
in which thc limits of coverage shall not bc less than $1,000,000.00 (combined singlc limit bodily injow and
property damage). Stlch policy shall also insurc thc pcrformaucc by Tenant of thc indemnity agrccmcnt set
forth in Scctioa 1004. In adclidon to Tenant. thc policy shall also aamc Owncr and any other person, firm
or corporation designated by Owner and in privitb with it. as an additional insured. Tcnant shall continually
providc Oxvncr with a ccrtificatc of snch insurance (thc first oF which shall be provided prior to
commcnccmcnt of Tcnant's Work), which shall provide that the insurer xdll give Owner at least 30 days'
writtcn notice prior to any cancellation oE lapse or material change in thc insurance. The insurance required
13
in this Section and in Section 10.02 may bc covered nndcr a so-called "blanket" policy covering other stores
of Tenant and its alTiliatcs.
Section 10.02, Fire Insurnncc.
Tenant shall kccp in Iorcc with a Qualified Carrier fire insurance (witb extended covcragc and
vandalism and malicious mischicf covcragc), water damage, sprinldcr leakage and plate glass iosurance, on
tile standard forms, insuring all of Tenant's Property in thc Leased Premises, and all betterments, additions,
repairs, improvements and alterations made to thc Leased Prcmises by Tenant, and all plate glass windows,
plate glass doors and other plate glass in the Leased Premises, in an amouol equal to 100% or the replacement
cost thereo[ The proceeds or such insurance shall be held in trust by Owner and Tenant rot use in repairing
and restoring thc items covered thereby and the proceeds shall bc made payable to Owner and Tenant and
may only bc disbursed jointly by Owner and Tenant. Thc foregoing policy of insurance shall bc issued in
hvor or and in tile names of Owner and Tenant, as their interests may appear, and Tenant shall I'omisb Owner
and the holder of any mortgage on the Leased Premises with a certificate evidencing sucb coverage, which
certificate shall provide thai thc insnrancc shall not be canceled, materially amended or allowed to lapse
without thirty (30) days' prior written notice thereol'bcing given by thc insurance carrier to Owner.
Section 10.03. insurance on Buildines and hnl3rovcments in thc Sboppinu Center.
(A) In each calendar 5,car during tile term, Tenant shall pay to Owner an amount (the "Tenant's
Insurance Contributiou"') equal to a proportion o~'tbe "Insurance Cost" (as defined in paragraph (B) of tbis
Section). Tenant's Insurance Contribution for each calendar 5'car during thc tcnn shall be that portion of thc
Insurance Costs for such calendar 3'car equal to thc product obtained by multiplying thc Iosurance Cost for
such calendar year bf' Tenant's Percentage Share (hcrcinal'ter defined in Section 23.04) as of thc first day of
snch calendar year.
(B) Tile term "Insurance Cost" sball mcan thc total cost of insuring thc buildings and
improvements in the Shopping Center (including Conlnloll Facilities). includiug public liability, (including
"umbrella coverage"), workmen's compensation and hazard insurance {including rental value insurance, fire
and extended coverage lwitb vandalism and malicious mischi¢£ cndorsementl; boiler and machine~.', and all-
risk policies).
(C) Tenant's hlsurancc Contribulion shall bc paid itl monthly instaJhncnts on thc first day ofeach
calendar month during Ibc term in advance, in an amount reasonably estimated by Owner. Owner's estimate
of Tenant's Insurance Contribution for the calendar year m which this Lease commences is set Forth in Section
A- I of thc Basic Lease Provisions. Within 90 days al/er the end of each calendar 5'car during the term, Owner
shall furnish Tenant with a statement summarizing the actual Insurance Cost rot snch calendar year and
setting Fo~n.h the method by xxbicb Tenant's Insurance Contribution was determined as herein provided and
Owner and Tenant shall then ad.just any overpayment or underpayment by Tenant of Tenant's Insurance
Contribution for st}ch calendar 5'ear with any resuhant payment to be duc within thirty (30) days. Any claim
by Tenant for revision of any statement submitted by Owner hereunder for an5, such calendar year, which
claim is not made within 6 months al/er receipt of such statement, shall be deemed waived and discharged.
For tbe calendar year in which this Lease commences or terminates~ Tenant's Insurance Contribution shall
be prorated, if applicable, on the basis of a 360-day year.
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(D) Tcnam shall provide Owner on an annual basis with prool' or all insurance policies which
shall provide that thc iosurer will §ivc thc Owacr at least 30 days' written notice prior to any cancellation ol'.
lapse oror matcrial change in thc insurance.
Scction 10.04. Business Liability Insurance.
Tenant shall keep in I'orcc with a Qualil~cd Carricr, a policy [o cover business liability, including
prcmiscs operations liabilit)' and business imcrrupdon liability, in which thc limits of coverage shall not bc
less than $1.000.000.00. single limit. In addition LO Tenant, thc policy shall name Owner as an additional
insurcd, Tenant shall continually providc Owner with a certificate of such insurancc which si'mil provide that
thc insurer will 8ivc thc Owner at ,least 30 days' written notice prior to any cancctladon of, lapsc or material
change in thc insurancc.
Section 10.05. I ndcmnil'icadon.
Tenant xxill, sub. jcct to thc provisions of Sccdon 10.O6. mdcmnil~, savc harn~lcss and clcl'cnd Owner
and its ol'tlccrs, a~cnts atld SCl'ValllS. J'rom alld a,LJ;lillSL ally and all claims, actions, liability and cxpcnsc in
com3cction with loss o1' life. bodily inju~' arid/or damage Lo property arisin§ I'rorn or out o1' any occurrence
in, upon or at thc Lcnscd Prcmiscs. or thc occupancy or usc by Tenant ils a~cnts, employees, servants.
subtenants, liccnsccs or concessionaires, of thc Leased Premises or any part thercor, or outside thc Lcascd
Premises which is occasioned whol¥ or in pall by any willS~l or negligent act or omission or Tenant, its
a~cnts, employees, servants, subtenants, licensees or concessionaires, unless thc samc bc caused by thc willl'ul
or ncgli§cnt act or omission o~' Owner, its ascnts, cml)loyccs or servants.
Section 10,00. Waiver of Subroaadon: Limitation of Liabilitv.
(A) An~dm~ in this L,casc Lo ihc contrm.~ notwithstanding, it is a~rccd that cacb party (thc
"Rctcasin~ Part?) hereby releases thc other (thc "l~ctcascd Part?) I¥om any liability which thc Relcascd
Party would, but Ibr this SccHon ~[)()~. have had Io [[ic Rclcasin~ Part) dur[n~ linc term of this Lease.
rcsuhin~ From thc occurrence of any accidcm or occurrcncc or casualty ({) which is or would bc covered by
an "ail-risk" policy (irrespective or wl~cthcr such coverage is being cnrricd by thc Rclcnsin~ Pa~y), or (ii)
covered by any other casualty or property damage insurance bcin~ carried by thc Rclcasin~ Pa~y at thc time
o[ such occurrence, which accident, occurrence or casualty may have rcsuhcd in whole or in pa~ ~rom any
act or nc~lcct orthc Released Part),, its officers, n~cnts or employees: PROVIDED. HOWEVER. thc release
hcrcinabovc set Ibrth shall become inoperative and nul~ and void il'thc Releasing Party wishcs to place thc
appropriate insurnncc with an insurance coml~any which (a) takes d)c position that the existence oF such
rclcasc vitiates or would adversely aFl,ct any policy so insm'in~ Ibc Rclcasin~ Party in a substantial manner
and notice dtcrcof is given to thc Rcleascd Party. or (b) requires thc payment o1' a highcr premium by reason
of thc cxistcncc of such rclcasc, tmlcss in t[)c latter case thc Released Party ~ithin I0 days aftcr notice thcrco['
[7om thc Rclcasmg Party pays such increase in premium.
(B) AnyLhing in this Lease to thc co~trmy notwiLhsL;mding, it is agrccd that Owacr shall not bc
liable t'or any damage arising Ii'om thc willl'td or ncgligcnt act or omission of any other tenant or occupant
oFthe Shopping Center.
Section 10.07. Notice by Tenant.
Tenant shall within db~ ('l):~!!.ii'~g' ~i~ arc,' tile occurrence or any casuahy damage to or accidents
in the Leased Premises. give Owner notice of such casualty damage or accident.
ARTICLE XI - UTILITIES
Section I 1.01. Utility Chames.
Tenant shall contract in its own name for and promptly pay nil charges for electricity, gas, water,
sewer, telephone and any other utility used or consumed in the Leased Premises to tile concern furnishing tile
same. In the event that separate service arrangements cannot be provided for any or the above~ then tile
Tenant agrees to pay their proportionate share or thc utility charges which shall be collected as part o~' thc
Common Facilities Contribution set forth in Article VII herein.
Section I 1.02. Owner's Liability For Intcrrul)lion.
Owner shall not be liable in any way to Tenant or to any other party occnpying any part el'thc Leased
Premises for any ['allure or defect in or of any utility service I'nrnishcd to tile Leased Premises or thc Common
Facilities, by reason of any reqnirement, act or omission of thc public ntility company serving the Shopping
Center with eleclricity, water or other utility service, or because of nccessmy repairs or improvements, or by
reason or any cause rcferrcd to in Section 23.02.
ARTICLE Xtl - ESTOPPEL CERTIFICATE: ATTORNMENT: PRIORITY OF LEASE: RIGHTS OF
MORTGAGEE
Section 12.0 I. Esloppcl Certificate.
Tenant agrees. ,,xitbin 10 days after written request bb' Oxxncr. to execute, acknowledge and deliver
to and in favor of any proposed mortgagee or purchaser o1' Ibc Shopl)ing Center. an estoppel certificate, in
the form customarily nscd by sucl'~ proposed mortgagee or purchaser, evidencing thc status of performance
under this Lease and thc terms el'this Lease Tenant agrees, within 10 days al'tcr written request by Owner.
to deliver to Owner a current thmncial statement of Tenant. duly ccrlificd by an officer thereof(if Tenant is
a corporation) nnd an independent certified public accountant and such other financial inl'ormation of Tenant
as Owner shall reasonably request.
Section 12.02. Attomment.
Tenant shall, in thc event any proceedings arc brought for thc forcclosnre o1: or in tile event or tile
exercise oFthc poxxcr of sale under, any mortgage made by Owner covering any part or tile Shopping Center.
or itl thc event o1' any sale of the Shopping Center, atlQrn lO the purchaser upon ally snch foreclosure or sale
and recognize such purchaser as Owner under this Lease. Upon the requesl of any interested party, Tenant
shall execute, acknowledge and deliver an instrunlcnt, in form and snbstanc¢ satisfactory to such party.
evidencing the attornmcnt provided for in this Scctioh.
Scction 12.03. Priority of Lease.
Upon written rcqucst or thc holder o1' any first mortgage now or hcrcaftcr covering any part of thc
Shopping Ccntcr, Tenant will subordinate its rights under this Lcase or make this Lease prior in right and
priority to thc licn thereof and to all advances made or hercartcr to bc made npon thc security thcrcol', and
Tenant shall, within ten (10) days attar written demand therefor, execute, ackaowlcdgc and dcliver an
instrument, in thc I'orm customarily used by such cncumbrancc holdcr, cffccting such priority; PROVIDED,
HOWEVER, at thc option ol'the holder of such mortgage, such holder shall bc entitled to clTcct such priority
by filing a unilatcral declaration to that effect with thc recorder or deed in thc Connty and State in which the
Leased Premises is located.
Section 12,04. RiL,,hts orOwncr's Mort~,agce.
Within I 0 days after demand by thc holdcr of any mol'tgagc covering ali or any part or the Shopping
Centcr, Tenant shall execute, acknowlcdg¢ and dclivcr an agreement iu furor of aad in thc form customarily
used by such encumbrance holdcr, by thc tcm~s of which Tcnnnt will a~rcc m give prompt notice to such
encumbrance holder in thc event of any casualty damage to thc Lcascd Premises or in thc event of any default
on the part of Owncr uadcr this Lcasc, and will agree ~o allow snch encumbrance holder a rcasonablc length
of time (taking into consiclcration l~r thc purpose of determining such permitted length of timc any delays
cncountcrcd by reason o1' any of thc causes rcl~rrcd to in Scction 23.02). aftcr noticc to care or cause thc
curing o~ such dd;3ult bcl~rc exercising Tcaant's rights o1' sdf-hcll) under this Lease, if any. or terminating
or declaring n dcl'auh under this Lease. In addition, ~xithin lO days after demand by thc holder or any snch
mortgagc or after demand by owner, Tcnaat shall deliver to such encumbrancc holder a current financial
statement o[' Tenant and such other financial inlb'mation as such holder or Owner shall reasonably rcqucst.
ARTICLE XIII - ASSIGNMENT. SUBLETTING AND CORPORATE OWNERSHIP
Section 13.0 I. Consent Required
(A) Tenant shall not voluntarily, involuntarily or by operation of laxx assign or encumber this Lease,
in whole or in part. aor sublet all or any part of the Leased Premises without the prior consent of Owner in
each instance. Notxxithstanding any assignment or subletting. Tenant shall remain fnlly liable trader this
Lease aad shall not be relieved fi'om pcrl'orming any of its obligations hereunder. As a conclition to an',,
assignment of this Lease by Tenant which is perm. ittcd trader this Lease. tile assignee thereof shall be requirc~l
to execute and deliver to Owner an agreement in recordable I'orm. whereby such assignee assumes and agrees
with Owner to discharge all obligations of Tenant nnder this Lcasc.
(B) If Tenant shall rcqacst Owner's conscnt to, an assigllmcnt of this Lease and Owner shall consent
thereto, thc assignee ("Assignee") shall pay dircct[v to Owner, as additional rant hereunder, at such times as
the Assignee shall have agreed to pay Tenant. an amouat equal to any consideration thc Assignee shall have
agreed to pay Tcnaut on account of such assigmncnt If Assignee shall fail to pay Owner an.,,' such
consideration when duc. such fuilurc shall constilule a dd'auh under this Lease.
(C) If Tenant shall icqucst O~net s consent to a subletting of thc Leased Premises or an.,,' part
thereof and Owner shall consent thereto. Tenant shall pav Owner. as additioaal rent. in additioa to the Annual
Minimum Rent and other charges payable hereunder, all amount equal to any consideration paid by the
subtenant to Tenant in excess o1' (i) thc Annual Minimum Rent aM other charges payable hcrcnnder il' all ol'
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the Leased Premises are so sublet or (ii) il' Icss than all or the Leased Premises arc so sublet, the Anneal
Minimum Rent and othcr chargcs payablc hereunder allocable to the portion el'thc Leased Premises so sublet
based on thc number of square feet or Gross Leasable Arca io thc Leased Premises so sublet divided by thc
total number o1' squm'c feet o1' Gross Leasable Area in the Leased Premises prior to such subletting, Thc
foregoing amount shall be dctcrmincd monthly and paid by Tcnant to Owner on the first day ofeach calendar
month in advance daring thc tern~ of sach sublease. I1' Tcnant shall l'ail to pay Owner any such consideration,
such failure sball be a default under this Lease.
Section 13.02. Corporate Ownership.
I f at any time during the term a cumulativc total of more than 49% of !he voting stock of Tenant (it
Tenant shall be a corporation) shall be transferred, directly or indirectly, by sale. assignment, girt or in any
other manner, any such transfer shall, onless made with Owncr's prior consent, be deemed an unauthorized
assignment of this Lease and a default by Tcnant under this Lcasc.
Section 13.03. O~ mr s Riu, h~ to Assien.
If Owner conveys or transfers its interest io this Shopping Center or in this lease (which sale or
trar, sfcr lllay be e fl'feted without Tenant's consent), upon such convcyaace or traosl'cr, Owner (and in the case
of any subsequent conveyances or transfers, tim then grantor or transferor) shall be relcased of and from all
liability with rcspcct to thc performance of any covcnants and obligations on thc part o~' Owner to bc
performed artcr thc date of such convcyance or transfer: it being intended hereby that the covenants and
obligations on thc part of Owncr to be pcrl'orn~cd under this bcasc shall, sobjcct to thc provisions of Section
21.01, be binding on Owner, its successors and assigns, only during and in respect ortheir rcspective pcriods
of ownership of aa mtcrcst in thc Shopl3ing Center or in this Lcasc.
ARTICLE XIV WASTE: FIAZARDOUS WASTE: GOVERNMENTAL AND INSURANCE
REGULATIONS
Section 14.01. Waste or Nuisance.
Tenant shall not commit or suffer to bc committed (i) any waste in or upon thc Lcased Premises or
(ii) any tmisance or any other act or thing (whcthc_r a nuisance or otherwise) which may disturb thc quiet
enjoyment of any other tenant or occupant in Ibc Shopping Center or its or thcir castomers or other invitces,
Section 14.02. Hazardous Wasm
(A) Tenant hereby covenants, represents and warrants that it shaJJ not gc~crate, transport, handle.
store or otherwise encounter m. on or about thc Real Property. any hazardous wastc or substance (for
purposes of this Scction herein called %a×ardous wastc") as defined by thc applicablc federal, state or local
environmental or occupatioaal standards, including but not limited to material defined as such in, or for
purposes of, thc Comprehensive Environmcntal Response, Compensation and Liability Act of 1980
("CERCLA"), as amended by thc Snpcrl'and Hazardous Materials Transportation Act (49 U.S.C. § 1802 ct
seq.), the Resourcc Conservntion and RccoveD, Act ("I>,CRA'') (42 USC. § 1802. et se__q.), the Federal Walcr
Poilution Control Act (33 U.S.C. § 125 I. el seq.), the Safe Drinking Water Act (42 U.S.C, ~}3()0(0. et se_.~.q.).
the Toxic Substance Control Act ( 15 U.S.C. §260 I. 9~ seq.), thc Clcao Air Act (42 U,S.C §7401. et se_~.q.), or
any other federal, state or local statute, ordinance, code, rule. regulation, order or decree regulating, relating
t8
to or imposing liability or staadards or condnct concerning any hazardous, toxic or dangerous waste,
substance, element or material as now or at any time hereafter itl ertl'oct or amended (for purposes el' this
Section herein collectively called the "Laws"). Tenant further covenants, represents and warrants that there
will be no underground storage tanks in, on. nnder, within or about the Real Property.
(B) Tenant shall not use, store or pemfit to be stored on the Leased Premises an.',' asbestos in any
Form, urea formaldehyde I'oam insulation, trausrormers or other equipment which contains dielectric fluid or
other fluids containing levels or polychlorinated biphenyls in excess or fifrty (50) parts per million. If Tenant
shall utilize the Leased Premises For medical office purposes, Tenant sllall dispose or all syringes, blood
products, "sharps", medical instruments and all other types or medical waste in a safe. clean, sanita~, manner
and in accordance with all applicable laws and regulations.
(C) Tenant covenants, represents and warrants that it will indemniry and hold Landlord han'nlcss
from and against any and all liability, actions, claims, losses, damages and expenses arising ont or, or in an)'
way relating to, a breach or the representations, warranties, covenants and agreements set forth in this Section.
including: (a) claims o1' third parties (including goxcrnmcntat agencies} Ibr damages, including personal
injtt~/ or property damages, penalties, response costs, injunctive or other relief; (b) costs or removal and
restoration, including fees of attorneys and experts, costs orr reporting to any governmental agency the
existence off ha×ardous substances, ha×ardous waste, pollutants and/or contaminants and costs or preparing
or causing to bc prepared any and all studies, tests, analyses or reports ill connection with any environmental
matter; (c) all expenses or obligations, iaclading attorneys' frees, incurred at, before and after any trial or
appeal therefrom whether or not taxable as costs, inclnding altorneys' fees, witness fees, deposition costs and
other expenses: (d) all olber costs, expenses and liabilities arising from Tenant's violation or the laws or any
other environmental rcgulatior~ now in frorcc or hcreal'ter enacted: and (c) Tenant's disposal of medical waste
as set forth in paragraph (A) above. Thc obligations ofrTcnant as contained in this Section shall survi,~c the
termination ofrthc Lease.
Section 14.03. Governmental and Insnrancc Rcm~httiohs.
Tenant shall, at Tenant's sole cost. comply vdth all orr tile requirements of all go,.'ernmental authorities
(including withont limitation those requiring replacements, additions, repairs and alterations. Istructural or
otherwise]), and with all directions, roles, regulations and recommendations o1' Owner's hazard insurer, now
in force, or which may hemafrtcr be ill force, pertaining to (i) the Leased Premises, (ii) all orTenant's Property
in the Leased Premises and (iii) the use and occupancy orr the Leased Premises.
ARTICLE XV - MERCHANTS ASSOCIATION
Section 15.0 I. Merchants' Association.
Section 15.02. Promotion Fund.
Section 15.03. Advertising.
INTENTIONALLY OMITTED
INTENTIONALLY OMITTED
INTENTIONALLY OMITTED
ARTICLE XVI - DESTRUCTION
Section 16.0 I. Destruction of Leased Premiscs.
(A) fi` thc Lcascd Premises are dmnagcd or destroyed by fire or other casualty insurable under
standard fire and extended coverage insnrance so as to become partially or totally untenantable, the same,
unless this Lease is terminated as provided ia paragraph (B), shall be repaired and restored by Owner and
Tenant with due diligence, and during such restoration period, Ibc Annual Miaimum Rent (bat aot thc Annual
Percentage Rent) and other charges payable hcrcundcr shall equitably abate to thc extent the Leased Premises
are materially affected thereby. Owner's obligation under this paragraph (A) to rcpair and restore shall bt
limited to the repair and restoration of tbosc parts of thc Leased Premises which were originally consm.~cted
and or installed by Owner at its expense inclnding bnt not limited to Owner's Work set forth in Exhibit B.
All other rcpair and restor,'~tion shall bc tile responsibility and at tile expense of thc Teaant.
(B) If tile Leased Premiscs arc damaged or destroyed to tile extent thc cost el, restoration thereof
wonld cxcecd 15% of thc amonnt it wotdd have cost to rcplacc the Leased Prcmiscs in its entircty at thc time
sach damage or destruction occnrrcd, then Owner may elect to terminate this Lease by giving notice to Tenant
el, its elcction to do so within 30 days aftcr sach occurrencc. Il' O\wlcr exercises its right to terminate ti'tis
Lease, then this Lease shall cease, efl'ectivc as oi, tile date oi` such damage or destruction, and all rent and
other charges payable by Tenant shall be adjnsted as 9f that date.
Section 16,02. Destruction ol,Shoppin~, Center.
Notwithstanding anything to tile contrary set l`orth itl Scction 16.01. in tile event all or any portion
of thc Shopping Center shall bc damaged or destroyed by I~re or othcr caasc (notwithstanding that tile Leased
Premises may be unal'l'ected thereby), to the extent tile cost of restoratioa thereof would exceed 25% of the
amoont it would have cost to replace the Shopping Center itl its entirely at the time such damage or
destruction occurred, then Ox~aer may terminate this Lease by giving to Tenant 30 days' prior notice of
Owner's clectioa so to do. which notice shall be given, il' at all. within 9(I days following the date of such
occurrence. In the event of tile termination oi` this Lease as aforesaid, this Lease shall cease 30 days after such
notice is given, and thc rear and other charges hereunder shall be ar[iusted as oi` that date.
ARTICLE XVI1 - EMINENT DOMAIN
Section 17.01. Condemnation el`Leased Premises.
In tile event of any condcmnation or conveyance ia lieu thereof of tile Leased Premises or tile
Shopping Center. of both. whether whole or partial, Owner may terminate this Lease, and in any event,
Tenant shatl have no claim against Owner or tile condemning authority Ibr the value of thc nnexpired term.
and Tenant shall not bc cntitlcd to any part el` thc compensation or award, xvhcthcr paid as compensation for
diminution in value to thc leasehold or to tile I'ec oi` thc Leased Ih'cruises. and Owner shall receive tile I'ull
amount thereof,, Tenant hereby waiving any right to any part thereol' and assigning to Owner its interest
therein.
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ARTICLE XVlll - TENANTS DEFAULT; AND SECURITY DEPOSIT
Scction Ig,OI. Dcfault bv Tcnant.
If thc Annual Minimum Rent, Annual Pcrccotagc Rent. additional rent. or any other charge payable
by Tenant under this Lease shall be unpaid on tile date payment is required by the terms hcrcoF and shall
remain so for a period of 5 days after Owner gives Tenant notice of such dchult, or if Tenant fails to perform
any of the other terms, conditions, covenants and obligations of this Lease to bc observed and performed by
Tenant For more than 21 days after Owner givcs Tenant notice of such default {it being agreed that a default.
other than the failure to pay money, which is ol'snch a character that rectification thereof reasonably rcqnims
longer than said 21 da5' period and completes thc same with duc diligence), or if Tenant shall vacate or
abandon thc Leased Premises (it being agreed that. subject to thc provisions of Articles >(VI and XVII and
to Section 23.02, Tenant's failure to operate its business in thc Leased Premises For seven consecutive days
or more shall conclnsivcly be deemed an abandonment) or sul'Fcr this Lease to be taken under any writ of
execution, attachment or other process or law, or il' this Lease shall by operation of law devoh,e upon or pass
to any other party other than a party, if any, to whom Tenant is authorized to assign this Lease by the
provisions of Section 13.01, or if an "Act of Bankruptcy" (as dcfioed in Scction 18.02) shall occur, or if
Owner shall have notified Tenant of Tenant's dctbuJt three (3) or more times in any twelve calendar month
period, then, in any of such events. Owner shall have. besides its othcr rights or remedics, thc following
immediate rights:
(l) At its option, to terminate this Lease and tile term hereby, created without any right on tile
part of Tenant to waive the Ibrlkiturc by payment o1' an3 sum duc or by other perlbmmnce of any condition.
term or covenant broken, whereupon Owner shall be entitled to recover, in addition to any and all slims and
damages Cot violation of Tenant's obligatioos hcrenndcr in existence at the time o1' such termination, damages
For Tenant's default in an amount equal to the amount of thc rent reserved For thc balancc of the term or this
Lease, as well as all other charges, payments, costs and expenses hcrcin agreed to be paid by Tenant, all
discounted at the rate of six percent (6%) per mmum to their then preseot worth, less the fair rental value of
the Premises ~or the remaindcr of said term. also discouotcd at the rate of six percent (6%) per annum to its
then present worth, all of which amount shall be immediately due and payable fi'om Tenant to Owner.
(2) At ~ts option, by notice to Tcomlt. to rc-cntcr and take posscssion of thc Leased Premises
without terminating this Lease. No re-entry or taking possession oFthc Leased Premises by Owner pursuant
to this clanse (2) shall bc construed as an clcctioo on its part to terminate this Lease onless a notice or such
intention is given It) '['cnant (till other demands and uoticcs of I'orl'citurc or olher similar notices being hereby
expressly waived by Tenant).
(3) At its option, to require that upon (i) any termination ol'this Lease, whether by lapse of time
or by tile exercise of any option by Owner to terminate thc same or in any other manner whatsoever, or (ii)
any termination of Tcuant's right to possession withont tcrnfination o1' this Lcasc. Tenant shall immediately
snrrender possession of tile Leased Premises to Owner and hnmcdiatcly vacate tile same. and remove all
effects thcrefl'om, except such as may not be removed under other provisions of this Lease.
(4) At its option, to make such alterations and repairs as Ox~ncr shall determine may be
reasonably necessary to relet tile Leased Premises. and to rclet the same or an.~ part thereof For such term or
terms (which may be for a term extending beyond tile term of this Lease) and upon such terms and conditions
as Owner in its sole discretion may deem advisable. Upon each reletting, all rentals received by owner from
such reletting shall be apl>lied as follows: first, to the payment of auy indebtedness other than rent or other
21
chargcs due ondcr ti~is Lcasc from Tcnant to Owncr: seconcl to the payment of any reasonable costa and
expenses or such relctting, indudlng brokerage Frees and attorneys' fees and costs of such alterations and
repairs, each off which lees and costs shall be reasonable in amount; and third, to tile payment o1' rent and
other charges duc and unpaid hereunder. In no evcnt shall Tenant be entitled to rcceivc any surplus o1' any
sums received by Owncr on a rcletting in cxcess of the rental and other charges payable herennder, lfsnch
rentals and od'~cr charges rcccivcd fi'om such rclctting during any month are less than those to be paid during
that month by Tenant hcreundcr, Tenant shall pay any such deficicncy to O,,vner (notwithstanding the fact
that Owner may havc received rental in excess oFthc rcntal and other charges payablc hereunder in previous
or subsequent months), such dcficiency to bc calculated and payable monthly. Notwithstanding any rcletting
without termination. Owner may at any tlmc thcrcaltcr elect to terminate this Lcasc for snch previous breach
in the manncr provided in this Section.
(5) if Tenant shall dehuh in the payment of thc rent herein rescrvcd or in thc payment of any
other sums due hereunder by Tenant, Tenant hercby, authorizes and empowers any Prothonotap,.' or attorney
of any conrt of record, npon notice as required by law, to appcar for Tenant itl any and all actions which may
be brought for said rent and/or said other sums: and/or to sign Fror Tenant an agreement For entering in any
competent court an amicable action or actions for thc recovm3, of said rcntal and/or other slims; and in said
suits or in said amicablc action or actions to confess judgment against Tcnam for all or any part el'said rental
and/or said other sums. including but not limitcd to thc amounts dnc from Tcnant to Owner nnder
subparagraphs (1). (2). (3) and/or (4) ofr thc ?aragraph: and for interest and costs, togcther with any attorneys'
commission for collection of tcn perccnt (10"/.). Such authority shall not bc cxhaustcd by one exercise
thcreor, but jadgmcnt may be confessed as aforesaicl fi'om time to time as ofrtcn as any of said rcntal and/or
othcr sums shall Fall duc or bc in arrcars, and snch powers may bc cxcrciscd as well after the expiration of
the initial tcrm of this Lease and/or during any cxtcndedfo~rc~r.4~l tm'm ol'tlhi,s^[..ease and/or alter the
~ (Tenant)v'- '
(6) When this Lease and tile term of an.,.' extension or rencv, al thereof shall havc been terminated
on account of aay default by Tenant hereunder, and also whcn thc term hereby created or ally extension or
renc,,val thercof shall have cxpircd, it shah be lawl\~l for any attorney of any court of record, upon notice as
required by la/',, to appear as attorney For Tenant as well as for all pcrsons claiming by~ through or under
Tenant, and to sign an agreement for enteriag in any competent com't an amicable action in e. jectment against
Tenant and all persons claiming by. through or under Tenant and therein confess jndgmcnt for the recoveg'
by Owner of possession of thc Prcmiscs. For which this Lease shall bc his suFficicnl warrant: thereupon, if
Owner so dcsircs, an apl)ropriatc writ of i)osscssion may issue Fortim, ith. ivilhout nny prior writ or proceeding
whatsoever, and providcd that il' Ibr any reason al'tcr such action shall Ilavc been commenced it shall be
determined that possession of the Premises remain ia or bc restored to Tenant, Owner shall have the right for
thc same default and upon an5' sabscquent default or dcfauhs, or upon tile termination off this Lease or
Tenant's right of posscssion as hereinbefore set forth, to bring one or moro further amicable action or actions
as hereinbefore set ,brth to recovc,' possession el' the Premises and ~en~o~coverv of
possession of thc Premises as hcrcinbcfrore provicled. '"" (Tcn'a~t~ ~ / '
(7) In any amicable action ofcjcctmcnt and/or Ibr rent and/or other stuns brought hereon. Owner
shall first cansc to bc filed in such action an affidavit madc by Owner or someone acting I'or Owner. setting
l'orth thc facts neccssary to authorize tile entry of judgment, off which Facts such affidavit shall be prima facic
evidence, and if a tmc cop5, of this Lease (and o1' thc truth of tile col)>' such affidavit shall be snfrficicnt
2
of attorney, any talc or Court. custom or practice to tl~c contras' notwithstandin~~(.--~k---~
(Tenant)
(8) At its option, to collect fi'om Tenant any other loss or damage which Owner may sustain by
reason of any breach and any dimirdshed value of the Leased Premises rcsultmg from said breach,
Tenant hereby waives and releases all errors and defects which may intervene in thc Owner's
exercise of any of its remedies hereunder, including !tlc stm'mqa~., remedies; Tenant ~nrthcr waives tile right
of inquisition on any mai cstatc levied on and Tenant volnntarily consents to an immediate execution upon
any judgment obtaincd by Owner; Tenant also xvaives and rclcases all relief from any and all appraisement.
stay or exemption law of any state now in force or I~'e-a~ c~tcd.~ven~t/)v,~ives any notice to quit
reqoired by any law now in force of bcrcaftcr enacted.
Nothing in this Section shall bc dccmcd lo limit Owner's rights and remedies in thc event ora dcfanh
by Tenant, and thc Landlord's rights and remedies set forth in this Lease shall be in addition to those available
to Owner at law or itl equity.
Section 18.02. Bankruptcy.
(A) Il'at any time prior to or after thc commencement of tim ~enn of fi'tis Lease there shall bc filed
by Tenant or Guarantor, m any court pursuant to auy s~atmc either of thc United States or oF any State. a
petition in bankruptcy (including, without limitation, a petition I~r liquidation, reorganization or For
adjusUnent of debts of an iadividual wifl~ regular income), or if any case. proceeding or other action shall be
commenced seeking to have an order For relief entered against Tenant or Guarantor as a debtor in bankruptcy
proceedings or to adjudicate Tenant or Guarantor a bankrupt or insolvent, or seeking reorganization.
a~angcmcnt, adjustment, liqaidation, dissolntion or compositioa o~ it or its dcbts undcr any law rclating to
bankruptcy, insolvcncy, reorganization or rclicf of debtors, or seeking al~pomtmcnt of a recciver, trustee,
custodian or other similar official for it or [Bt all or any substantial part of its property, and such case,
procecding or othcr action results in thc ent~' of an order IBr rclicf or is not dismissed within 30 days of thc
filing thereoC, or if Tenant or Guarantor becomes insolvent or is generally not paying or admits in writing Cs
inability to pay its debts as they mature, or makes an assignment Ibr thc benefit of creditors or petitions for
or enters into an arrangcmeat xxith its creditors or a cnstodian is appointed or takcs possession o~Tenant's
or Gnarantor's property (xxhcthcr or not a judicial proceeding is mstitntcd in connection with such
arrangement or in connection with the appoiatmcnt of such custodian), or if Tcaant or Guarantor shall take
any action to attthorizc or in contemplation of any of the events set I%rth aboxc (cach of the foregoing events
to be hereinafter rclkrrcd to as an "Act of Bankruptcy"). then. in addition to Owner's other rights and
remedies under this Lease and applicablc law. this Lease shall, at Owner's option {aad if permitted by law),
be terminated, in which event neither Tenant nor Guarantor. nor any person claiming through or under Tcnant
or Guarantor or by virtuc of any statute or of an order of any court, shall be entitled to posscssion of the
Leased Premises, and Owner, m addition to ~hc other rights and remedies given by this Lease. or bv virlne
oC any statute or rule of'law, may retain as liquidated damages any rent. Security Deposit or moneys ~eceived
by Owner from Tenant or others in bchaffof Tenant. All rcnt. additional rent and other cbargcs payable by
Tenant nnder this Lease shall constitute rent rot the purpose of applying thc provisions of Section 562(b)(7)
of the Federal Bankruptcy Code,
23
(B) In thc cvcnt an act orbankruptcy shall occur and this Lense
provisions of paragraph (A), the parties agree that:
not terminated pursuant to tile
Il' thcrc shall be a dcFauh in tile paymcm ol' Annual Minimum Rcm or any additional
real or a default m tile observance or perlbmlance of, any other provision or this
Lease binding on Tenant, Oxvncr shall be entitled to immediately discontinne
l'urnishing any utilities and other services it has been providing to tile Leased
Premises, nntil such time ns such del'aalts have been l'nlly cured, it being agreed that
tile l'oregoing action by Owner shall in no way cease or result in any abatement ol'
Annual Minimnm Rent or any other charge payable by Tenant daring the
continuance of, the term of, this Lease.
(ii)
If the Lease is assumed by a trustee itl bankml~tcy, and assigned by the trustee to a
third party, then snch party shall (w) cxecnte and deliver to Owner an agreement in
rccordable l,orm whereby such party confirms that it has assamcd and agrees with
Owner to discharge all obligations (including. ixithoat limitation, tile provisions
Article VI respecting thc Permitted Usc ol' thc Leased Promises and thc manner or
operation tbemo0 binding on Tenant nndcr this Lease. (x) represent and warrant in
writing to Owner that such party has a net wo~lh and operating cxpcricnce at least
comparable to that possessed by Tenant named herein and Guarantor as or the
execution of this Lease, (y) deposit with Owner a Security Deposit and advance rent
equal to that initially deposited by Tenant named herein, and (z) grant Owner, to
sccnrc the pcrl,ormance of, such party's obligations nnder this Lease, a sccnrity
intcrcst m such party's merchandise, invcnlot.x', pcrsonal property, fixtarcs,
Furnishings, nad all accounts receivable (and in thc proceeds orall ortho l,oregoing)
with respect to its operations in the Leased Premises. and in connection therewith.
such party shall execute such security agreemenls, financing statements and other
documents (the forms ol' which are to be designated by Owner) as are aecessary to
peri,eot such lien.
Lease shall bc deemed a lease o1' "Nonrcsidcnti;~l Real Property" within a "Shopping
Center" for tile purpose ol'Scction 365 ol'thc Federal Bankruptcy Code.
(C) Any person or entity Io which this Lease is assigned pnrsuant to tile provisions of thc
Bankruptcy Code. I1 US.C. Section 101. ct soo: (the "Bankruptcy Code") shall be deemed without fi~rther
act or deed to have assamed all of, the obligations arising nnder this Lease on and alter tile date ol' such
assignment. I1' this Lease is assigned to any person or entity pursuant lo thc provisions or tile I~ankmptc¥
Code, any and all monies or other considcralions payable or otherwise to be delivered in connection with sucil
assignment si'mil be paid or delivered to O~ ncr. shall be and remain thc exclusive property oFOwncr and shall
not constitute property ol' Tenant or ol'the estate ol'Tenant within tile meaning ol'tbe Bankruptcy Code. An,,,
and all monies or other considerations constituting Ownor's property under the preceding sentence not pai~l
or delivered to Owner shall bc held itl trust l,or thc benefit or Owner and be promptly paid or delivered to
Owner.
Section 18.03. Owner's Rit~bl to Cnrc Dcl,aults.
Il' Tenant fails to perlBrm any agreement or obligation on its par! to be perl,ormed nnder this Lease.
Owner shall bare the right (i) ir no emergency exists, to peri'otto thc same alter gMng 15 days' notice to
24
Tenant; and (ii) in m~y emergency sitnntion~ to perform fl~c smnc hnmcdiatcly wifl~ou~ notice or dcl~. ~or
thc pu~osc o~ rccfil~,ing Tenant's dcraults as a~orcsaid, Owner shall have fl~c ri~h~ 1o cnlcr thc Lcascd
Premises. Tenant slmll, on demand, reimburse Owner rot thc cosls and cxpcnscs incurred by Owner in
rcctifying Tenant's dcl;3ul[s as al~rcsaid, including reasonable attorncys' ~ccs. Owner shall no[ bc liable or
in any way rcsponsiblc [or any loss, inconvcnicncc, annoyance, or damage rcsuhing [o Tcnan( or anyone
holding under Tenant for any action taken by Owner pursuant to this Section.
Sccfioa I g,()4. Sccuritv Deposit.
In lieu or the collcction or a Security Deposit, Tenant agrees to pay to Owner thc sum of One
Thousand Four Huadrcd Fifty Dollars ($1,450.00) as camcst money which represents thc first months rent
including thc monthly cstimatcd charges spccificd in Section A I contcmporancously with thc execution of
this Lease, receipt of which is hereby acknowledged: Said sum shall bc held by Owner. without liabili .ty for
intercst, and applied to tile first months rent when duc. Owner shall not bc required to hold thc camcst moncy
as a separate fund, but may commingle it xvith othcr fimds. If alter the execution or this Lease Agreement
and Owner's receipt o~' thc earnest money. Tenant would rail lo commcncc under thc terms or this Lcasc
Agrccmcnt, Tenant shall forfeit thc camcst moncy which shall bc rctaincd by Owner. this Lease Agreement
shall tcrminatc and all of thc Owner and Tcnants obligations bcrcundcr shall become null and void.
ARTICLE XIX- ACCESS BY OWNER
Section 19.01. Right of
Owner and its dcsignccs shall have thc right to cntcr the Leased Prcmiscs during reasonable business
hours (except in thc cvcnt of emergency, whcn Owncr may enter at any timc) for all lawful purposcs
(including tile right to show the Lcascd Prcmiscs to prospective purchasers or thc Shopping Center, and.
during thc last six months of' thc term, thc right to show thc Leased Premises to prospectivc tenants) and to
whatever exteat acccssary or appropriate to enable Owner to exercise all o1' its rights under this Lcasc
(includiag without limitation the right to perform certain provisions or this Leasc on Tenant's behalf as set
forth in Section 18.02) and to car~' out all of Owner's obligations hcrcundcr. Owner and Owner's
rcprescntativcs shall also havc thc right to cater thc Leased Premises and to crcct scarroldiog and barricades
around the same (but not so as to preclude cntr), thereto) in order to make such repairs, alterations.
improvements anti additions to thc bnilding of which thc Lcnscd Premises form a part and thc foundations
and walls of thc Lcasccl Premises as Oxw~cr may dccm ncccssaly or dcsirablc (and Owncr shall be allowed
to take all equipment and material upon the Leased Promises which may be required therefor), but Owner
shall use reasonable cfforts consistent with accepted construction practice to minimize interference to
Tenant's business caused by reason thcreol~ The exercise bb' Owacr or its rights of entry and other rights
granted under this paragraph shall not constitute an evictioa or Tcnant and thc rcnt payable undcr this Lose
shall not abate bb.' reason thcreoE
ARTICLE XX - ARBITRATION: RIGHT TO APPEAL
Section 20.01 - Arbitration.
25
Any disagreement between Oxvncr and Tenant with respect to tile interpretation or application oFthis
Lease, or the obligation oF the parties hereunder, shall be determined by arbitration unless tile parties
otbenvise mutnatly agree in writing. Owner and Tenant shall agree ripen one m'bitrator, otherxvise there shall
be three (3), one named itl writing by thc Owner and one named itl writing by thc 1'chant within ten (IO) days
after notice of m'bitration is served by either upon thc other, and a third arbitrator selected by those two
arbitrators ~vithin ten (10) days thereafter. No one shall serve as an arbitrator who is in any way financially
interested itl this Lease or in tile afl'airs oFcithcr party hereto. This agreement to arbitrntc shall be specifically
enforceable under tile prevailing arbitration laws. Tbe arbitrator or arbitrators shall have the power to award
to either pm'ty to tile dispute such sun'ts, costs, expenses, and attorney's rccs as tile arbitrator or arbitrators may
deem proper. Thc axxard rendered by tile arbitrator or m'bitrators shall be appealable lo a conrt of competent
jnrisdiction within thirty (30) days el'notice ortho arbitrators' award. Such appeal shall be prosecoted without
&lay and as rapidly as possible.
Section 20.02 - Waiver el'Trial Bv Ju~,.
THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING.
COUNTERCLAIM OR APPEAl. BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY
MATTER. Tenant agrees that any action brought m connection x~itb this Lease ma), be maintained in an),
court oF competent .jurisdiction in tile Commonx~caltb of Pennsylvmlia. Tenant hereby appoints Owner as
agent Ibr the purpose oF aCCel)ting service oF any process, snbject only to tire condition that Owner promptly
send Notice oF such process to Tenant at thc address oF Tcnant set Ibrth in A-I oFtlle Basic Lease Provisions.
In case suit shall be brought becansc oFthe b,'each el'any agreement or obligation contained in this Lease on
tile part of Tenant or Owner to be kept or pcrl'ormcd, aad a breach shall bc established. Ibc prevailing party
shall (to tile c×tent pcmfittcd bF' law) be cnlitlcd to recover all expenses incarrcd therefor, including
reasonable attorneys' Fees. Owner's rights and remedies shall be cumulative and may be exercised and
enforced concorrcntly. Any right or remedy conferred upon Owner under this Lease shall not be deemed to
be exclusive o[' any other right or remedy Owner may have. Ail rights and liabilities herein given to or
imposed upon the respective parties hereto shall, except as may be othcnvise herein provided, extend to and
bind thc respective heirs, executors, administrators, successors and assigns oF tile said parties: and iF there
shall be more than o~lc Tenant, they shall all be bound jointly and scvcr~'flly by thc terms, covenants and
agreements herein contained. This paragraph shall only become cffcctixc itl thc event that there is an appeal
of an arbitrators awm'd.
ARTICLE XXI - OWNER'S LIABILITY
Section 21.01. Limitations Oil Liability
(Al Anything contained itt this Lease to tile contrmy notwithstanding. Tenant agrees that Tenant
shall look solely to tile fcc simple interests or leasehold estate of tile Owner in tile Shopping Center For tile
collection oF any judgment (or other judicial process) rcqniring thc payment oF money by Owner m thc event
of any default or breach by Owner with respect to any o1' the terms and provisions oF this Lease to be
observed or performed by Owner. subject, however, to tire prior rights of tire holder o1' an5' mortgage covering
tile S[iopping Center, and NO OTHER ASSETS OF OWNER SBALL BE SUBJECT TO LEVY,
EXECUTION OR OTI-IER JUDICIAL PROCESS FOR THE SATISFACT[QN OF TENANT'S CLAIM,
AND OWNER SI-IALL NOT BE LIABLE FOR ANY,SUCH DEFAULT OR~?~EA(D4 EX~I3(PT~fD THE
EXTENT OF OWNER'S INTEREST IN THE SHOPPING CENTER, ~.~q,.r~~,~.-~ ----~'
_ ~ . - ~(Tenant)
(~ 26
(B) Owner shall not bc liable l`or any damage occasioncd by Failure or thc Premiscs to be in
repair, nor l`or any damage done or occasioned by or From plumbing, gas, water, sprinkler, steam or other
pipes, or scwcragc, or Ibc bursting, Icaking or running of any tank. washstand, water closct or wastc pipc irk
above, upon or about thc Prcmiscs or improvcmcnts constituting a part tbcrcol', nor For an), damage
occasioned by water, snow or ice being upon or coining through the roof. skylights, trap door or othen¥ise.
(C) In thc cvcnt that in this Lease it is provided that the cxcrcisc of any right by Tenant or thc
performance of any obligations el`Tenant shall be sub. icct to the consent or approval or Owner and that the
conscnt or approval o1' Owner shall not be unreasonably withheld or delayed, then in an5' casc in whicl~
Owner shall withhold or dclay its consent, Tcnant hcrcby xvaivcs any and all rights it may have to recover
(and Tenant shall not sack inany proceeding) any damages fi'om Owner on account thereat`: it being agreed
that Tenant's sole remedy I'or Owner's witbhokting or delaying o1' consent shall be injnnctive relict` (without
any right to damages).
(D) Notwithstanding anything to the contraq'y contained in this Lease. il' Owner shall elect to
provide security service then (i) arty security service that may bo provided by Owner is intended solely for
the protection and banal'it of the Common Facilities and not for ibc protection or benefit or the Leased
Premises or any other premises; and (ii) Owner shall not be liable in any manner whatsoever to Tenant or to
any third party by reason or Owner's act or failure to act in providing or maintaining security in the Shopping
Center.
Section 21.02. Owner's Obliealions With Respect to Futtn'e Buildinu. Areas
(A) Notx~ithstandmg anything set out in this Lease to thc contrm.'y, it is understood and agreed
that (i) Tenant will not cancel this Lease nor be entitled to claim any actual or constructive eviction because
el' a default of Oxwmr either by act or omission under this Lease when such act or onl[ssio~l relates to an.,.,
Future Building Area shown on Exhibit A. and Tcnanl will not abate rcnlals or other'.vise credit or olTset
damages against rental under this Lcasc because o1' any act or omission of Owner under this Lease which
relates to any Future Building Area shown on Exhibit A. but shall not be construed as a waiver el'any rights
Tenant may bare in pcrsonam against or as a xvaivcr o1' any remedies bF' way oF in.junctivc relief which Tenant
may have against Owner (other than one who becomes such after thc l`orcclosurc or any first mortgage
covering any part oF thc rcal propcrty which is containcd within thc Shopping Center. or al'tar the execution
of a dccd in lieu thercol): and (ii) the restrictions sci out in this Lease. il'any, to thc cxtcnt thc samc relate to
any Future Building Area shown on Exhibit A. and all obligations el'Owner with respect to such restrictions
shall absolutely and automatically terminate for all i)m'poscs l`rom and al'tar thc dale thc holder o1' any first
mortgage affecting tile real property which is contained within the Shopping Center. l`orecloses its mortgage
or obtains a dcccl in lieu tbcreol'. For i)urposcs of this Section. an "Outlet" shall be considered tbe same as
a Future Building Area
(B) Notwithstanding thc above, in thc event that less than Iifty percent (50%) or the Shopping
Center identified as Blocks A (Units 2 & 3), B, C. D. E. F, and G. otherwise identified as Phase I on the Site
Plan set l'ortb in Exhibit A, is leased, then Tenant's nmnthly rental amount shall be reduced by fifty percent
(50%) for tile period el'lime that the above identified area remains fifty pel'ceni (50~'/..) vacant.
ARTICLE XXI1 - HOLDING OVER
Section 22.01. Holcline Over.
27
In thc event Tenant remains in possession of thc Leased Premises after thc expiration of thc tenancy
crcatcd hereunder, and without thc execution of a new Icasc, Tenant. at thc option of Owner, shall bc dccmcd
to bc occupying tile I.cascd Prcmiscs as a [0111111[ J¥Olll month-to-month, at a ratc cqnal to 125% of thc Annual
Minimum Rent for thc last Lcasc Year o1' tllc term, snbjcct to all thc edict conditions, provisions and
obligations or this Lcasc insofar as thc samc arc applicable to a monlh-to-month tenancy.
Section 22.02. Time is of thc Essence.
Time is of thc essence orcach provision ol'dfis Lease.
Tcnanl hereby waives no6cc to qnit dm Prcmiscs at d~c expiration of tile term of this Lease or any
earlier termination, and this Lease shall constitute sufficient notice to quit without any obligation upon Owner
to provide Tenant wid~ any additional notice thereof.
ARTICLE XXIII - WAIVER; NOTICE: DEFINITIONS: MISCELLANEOUS.
Section 23,01, Waivcr.
No delay or on'fission in thc exercise of any right or remedy of Owner on any default by Tenant shall
impair such a right or remedy or be construed as a waiver. No covcnaat, term or condition of this Lease shall
be decreed to have been waived unless such waiver be in writing signed by'thc part5, chargcd therewith,
Section 23,02. Force Maicurc,
In thc event either par~y hereto shall bc dclaycd or hindcrc¢l in or prevented from tile performance
of any act required under this Lcasc bx reason of strikes, lockouts, labor troubles, inability to procure
materials, Failure of power, restrictive governmental laxx or regulations, riots, insurrection, war or other reason
or a tike nature not the fault orthe party delayed in pcrl'omling work or doing acts required undcr the terms
o[' this Lease. then pcrlbrmancc of any such act shall be extended for a period equivalcnl to thc period or such
delay. The provisions of this Section shall not (a) operate to cxcusc Tenant fi'om prompt payment of Annual
Minimum Rent or any other payment required by thc tm'ms of this Lease, and (h) be applicable to delays
resulting from the inability o[' a party to obtain financing or to proceed with its obligations under this Lease
because ora lack of funds.
Section 23.03, Notices and Payments.
(A) Whenever any notice, consent, approval or authorization ("Notice") is required or permitted
under this Lease, the same shall be in writing and all oral notices, consents, approvals and anthori×ations shall
bc of no cffcci. All Noticcs by Tenant to Owncr shall bc scnt to Owner by registered or certified mail (return
receipt rcqncstcd), postage prepaid, or by a nationally recognized ovcrnight conricr scrvicc (Federal Express.
AirBorne. UPS Next Da5: Air or similar) at thc "Address of Owncr" designated in Scction A-I or tile Basic
Lease Provisions, or to such other address(cs) as Owncr may later dcsignatc in writing (including, without
limitation, any notice which Tenant shall be required Io give Owner's mortgagee pursuant to Section 12.04).
Until Owner is notified othcrwisc by Tcnanl. all Notices by Owner to Tenant shall be decreed to have bccn
dnly given il' sent by registered or certified mail (return receipt reqncstcd), postage prepaid, or by a nationally
recognized overnight courier service (Federal Express. AirBorne. UPS Next Day Air or similar) to Tenant
at thc "Address of Tenant" designated in Section A- I of thc Basic Lease Provisions. In thc case of noticcs
scnt by overnight conrier, deliver' shall be dccmcd effective one dab' aftcr snch notice is sent. Until
28
otherwise notificcl in writing by Owner, Tenant shall pay all rent and other sums rcquircd to bc paid by it
tinder tbJs Lease by check payable to thc order of Owner and shall deliver tile same, together with all sales
rcpo~s rcqtfircd under Article III and all certificates of insurance required to bc furnished by Tenant pursuant
to ^rticlc X, to thc address or Owner dost§hated in Section A- I of thc Basic Lease Provisions.
(B) All Notices shall bc effective upon bcing deposited in thc Unitcd States mail in thc manacr
prcscribcd in paragraph (A) of this Scction. Howcvcr, thc timc period in which a rcsponse to any such Notice
mnst bc given shall commence to mn from thc date of rcceipt by thc addressee thcreof as shown on tile return
receipt of the Notice. Rejection or other refusal to accept or tile inability to deliver becanse or changed
address of which no Notice ,,vas given, shall be deemed to be receipt of the Notice as of thc date of such
rejection, refusal or inability to deliver.
Scction 23.04. Definitions.
(A) Thc term "calendar vcar" shall mcan a period of 12 consecutive full calendar months.
commcncing Janua(y I and ending December 3 I.
(B) Thc term "Guarantor" as used in this Lease shall be deemed to mcan any person, partncrship.
corporation or other cntity which has undertaken, by separate instrument, cndorscnlent on this Lease or in
any other manner, to warrant, agree or guarantee that thc obligations ol'Tcnant, or any portion thereof, shall
bc performed by Tenant.
(C) Tile term "Gross Lcasable Area" shall mcan tile aggregate floor area within tile exterior laces
of tile exterior walls (except party walls as to which thc center thereof, instead of thc exterior faces thereof,
shall be used). Changes in Gross Leasable Area occun'ing during any calcndar month shall bc effective on
thc first day of tile next succeeding calcndar month and. unless othcrwisc hcrcin specified to tile contrary., tile
total number ol'square feet of Gross Leasable Area in cl¥ccl for any calendar 5'ear shall bc thc average of the
number of sqnare feet of Gross Leasable Area on the I~rst da5, of each calendar month ill such calendar year.
(D) Thc term "including" as used in this'Lease shall mcan "including without limitation".
(E) Thc tcrm "Intercst Ratc" shall mcan a rate of interest, per annunl, cqual to tile lessor of (i)
the highest lawful rate o£ interest that may bc chargcd Tenant undcr the laws of the State in which the Leased
Promises is Iocatcd or (ii) two percent (2'7,,) in cxccss of thc "Effcctivc Ralc" of Chasc Manhattan Bank. N.A.,
New York, New York (or its successor) (tile "Bank.") initially determined as of tile date any rent, additional
rcnt or other paymcnt under this Lcasc is duc and for which interest at thc Inlcrcst Rat;: is charged and
thcreaftcr adjusted daily: PROVIDED. HOWEVER. if the Bank should ccasc to exist as a viablc commercial
bank, then tile "Effective Rate" of any commercial bank selected by Owner and having capital and surplus
ofat least $50,000.000.00 shall bc used to dctcrminc thc lntcrcst Rate. Thc tcrm "Effective Rate" shall mcan
the rate of interest announced by Ibc Bank or other commercial hank selected by Owner as aforesaid, as thc
case may be, tls its prime lending rate. The I'~fl~etivc Rate shall bc as announced by thc Bank not~vithstanding
that the Bank may actually charge othcr rates, and a written statement from tile Bank or an,,' national
investment brokerage firm or national bank as to what the Effective Rate xxas on an.,,' given day shall bc
deemed conclusive.
(F) Thc tm'm "Lease Year" shaU mcan a period of twelve consccntivc full calendar months. Thc
first Lease Year shall begin on lhc date of commencement of thc term il' such date of commencement shall
occur on the first day of a calendar month; il' not. then on thc first da), of thc calendar month next rollowing
such date orcommenccment. Each sncceeding Lease Year shall commence upon thc anniversary, date orthc
first Lease Year.
(G) Thc tcmx "Mortgage." shall include a deed of trust. Thc term "mortgagee" shall mean thc
holder or a mortgage and bcncficiap,.' under a deed of trust.
(H) Thc term "Tenant's Pcrccnta~.c Share" shall mcan the Tcnaut's proportionate share based on
thc calculated percentage of Tenant's Gross Leasable Area as herein defined m relation to tile total gross
leasable area of thc shopping centcr.
(1) Thc word "Tenant" shall mcan each and cvmy person or party mentioned as Tenant herein.
and il' there shall be more than one Tenant, any Notice reqoircd or permitted by thc terms of this Lease may
be given by or to any one thereof m)d shall have thc same force and effect as ir gi,,,cn by or to all thereof.
(J) Thc word "term" shall mcan the period fi'om thc date of thc conlmenccment or this Lease to
thc expiration or sooner termination thcrcof, including any extension thcrcol', all as herein provided.
Section 23.05. Miscellaneous.
(A) Rccordine of Lease. Neither part.~ shhll rccord this Lease in its entirety. However. npon
the request or either party, thc other party shall .~oin in thc execution of a mcmorandnm or so-called "short
form" of this Lease for tile purpose of recordation.
(B) Obli~,ations Sm'vivine Termination. All obligations of Tenant and Ovmcr which by their
nature involve performance, in any particular, after thc end of the term. or which cannot be ascertained to
have been fully i)cr[ommd until alicr thc end of the term. shall survive tile expiration or sooncr termination
or the term.
(C) Governine Law and Jurisdiction. The laws of thc Commonwcahh or Pennsylvania shall
govern thc validity, performance and enforcement or this Leasc.
(D) No Accord And Satisfaclion. No payment hy Tcnanl or receipt by Owner of a lesser amount
than thc monthly rent and other charges, nor shall any endorsement or statement on any check or on any letter
accompanying any check be deemed an accord and satisfaction.
(E) Alterations And Amendments. Except as herein otherwise expressly providcd, no subscqucnt
alteration, amendment, change or addition to this Lease. nor any surrender of the tcml. shall be binding upon
Owner or Tenant unless reduced to writing and signed bb' thcm.
No 13artncrship Owner docs not in any ~xay or I~)r any purpose become a partner el'Tenant
in thc conduct of its busincss or otherwise, nor a joint xcnturcr or a mcmbcr or a joint cntcrprisc with Tenant.
(G) Withholdine Consent. Wherever in this Lease a party's consent or approval is required, such
approval may be withheld arbitrarily unless other, vise herciu specifically provided to thc contrary.
30
(H) Captions: Article Numbers. The captions, section numbers, m'ticl¢ ntallbers and index
appearing in this Lease in no way define, limit, consm~e or describe the scope or intent o1' such sections or
articles of this Lease. Thc language in all parts o1' this Lease shall in nil cases be construed as a whole
according to its fair mcanin§, and not stricdy Ibr not a~ainst either Owner or Tenant. and should a court bt
called upon to interpret any provision hereof, no weight shall bc given to. nor shall any construction or
interpretation bc in f locnced by, any presumption of preparation of a lense by Owner or by Tenant.
(I) Guaranty/Financial Statements In lieu of signing a Guaranty of Lease, Tenant agrees tbat
at the time of executing this Lease and thereafter uport request b5 Owner. Tenant shall provided to Owner
annnal financial s[atelllelltS ill)on request.
(J) Sevcrabilitv. In the event that one or more provisions of this Lease shall be found to bo
nnenforceable at lax',' or in cqnity, the remainder o1' the Lease shall not be affected and shall remain in full
force and effect.
(K) Snccessors and Assitms. This Lease shall bc binding apon and shall inure to the benefit or
the parties hereto and their respective legal rcpresenlative, heirs, successors and assigns.
(L) Tenant's Corporate Authority. If '['chant is a corporation, it shall, concurrently with thc
signing of this Lease. furnish to Owner certified copies of the resolutions of its Board or Directors (or of the
executive committee of its Board o1' Directors) author[×ing Tenant to enter into this Lease: and it shall furnish
to Owner proof that Tenant is a duly organized corporation under the la,ts of thc state of its incorporation.
is qualified to do business in the Pennsylvania. is m good standing under the laws of Pennsylvania. and has
tile power and authority to enter into this Lease. and that all corporale action requisites to authori×e Tenant
to enter into this lease bas been duly taken.
(M) Brokers. Except as set forth bclo~. Tenant represents and warrants that it has not dealt with
any broker in respect to this Lease, and agrees to defend, indemnify and save Owner barmless against all
demands, claims and liabilities arising out of any dealings between Tenant and any other broker in respect
to tills Lease:
Rothman. Schubcrt & Reed Realtors
THIS LEASE CONSTITUTES THE ENTIRE AGREEMENT
THIS LEASE AND THE EXHIBITS AND RIDER, !F ANY. ATTACHED HERETO. IS THE
COMPLETE AGREEMENT BETWEEN OWNER AND TENANT CONCERNING THE LEASED
PREMISES AND THE SHOPPING CENTER. THERE ARE NO ORAL AGREEMENTS.
UNDERSTANDINGS, PROMISES OR REPRESENTATIONS BETWEEN OWNER AND TENANT
AFFECTING THIS LEASE, ALL PRIOR NEGOTIATIONS AND UNDERSTANDINGS. IF ANY.
BETWEEN THE PARTIES HERETO WITH RESPECT TO THE LEASED PREMISES AND THE
SHOPPING CENTER SHALL BE OF NO FORCE OR EFFECT AND SHALL NOT BE USED TO
ENTER_PRET THIS LEASE.
31
IN WITNESS WHEREOF, thc pm'ties hereto have c×ccutcd this Louse as of thc date first-above
written.
WITNESS:
By:
OWNER:
Rothman, Schubert & Recd.
Samuel L. Recd. Attorney-in-Fact pursuant to
Power of Attorney dated August 21. 1996, and
recor,ded in Misc. Book 528, Page 480.
a Pennsylvania General
(SEAL)
ATTEST:
-- By:
TENANT:
DcblY~c E. Ralph. Presidcn~
(SEAL)
32
EXHIBIT "A"
RS~R SHOPPING CENTER-OVERALL
All that certain tract of land situs, to in 'l~t Pennsboro Townslgp. Cumberland County,
Pennsylvt~ds, more ptrticul~rly botmded and dar. zibed ss follows:
BEGINNING at a point alertE thc northern right orw.y llne of Pcnnsylvani,, Route 944,
sim known ~ Watt.villa Road and on the line orsd.~olncr between lois nos. I and 3 on
the herclnafta' mentioned Plan or ot;
thence, alo~8 ~ald llne of adjolre~ by a curve to the left with a radius of 10.00' and an ~c
length of IS.Ti' to a point;
thence, cont{n~ng dome ~dd llnc of a~jolncr N 17~32'33"W,
th~nce, continuing siong ~d llne ofadjo'mer S 72':27'27" W, a 81stancc of 24 l.SS' to a
point on thc ccnttHioe of'an existing 20' s~tary sewer casement:
ther, ce, continuing sio~g add r,e~icri{ne tM following courses Nd distances:
N 2'P20'00" W. a distance o£ 13g.95' to a point;
N 17°15'30" W, a distance or263.28' to m point:
N 4°10'00" E. a distance of 130.24' to a point:
N 4'20'30" E, % dilt~mce of 123.12' to ,, point;
N 13"30'W, a di~iance of 2S9.S7' in a point:
N 00"Sl 'E, a distance o£34g.14' to s point on the llne ofadjolnet beiwoen Lot No. 3 and
la, ds now or fomlcrly (n/0 of Jmcob IL Ren~nge~,
thence, along raid llm: ofadjob~er N 80'$9'42" E. a di~ance of 102.70' to a point on the
line otadjoi~t betwe~ Lot No. 3 and lan& nffofRobt'fl Brct~
thence, along said llnc ot~}jo'uner and along lands n/fofMa~gn~ an(I
22°24'4T' E. a dista~ce or200.3 I' to an iron
thence. N EI"0$'0T' F. a dint~ncc or298.94' to a point:
thcnccL S 22e$ I '00" E. a distance of 217.0S' to a point;
thence, along ~=icl lands n/r or Con=ervatlve IImi~t ehurd~ S g 1°24'(Xl" W. a. distance of
125.44' to an iron pin;
thence, along add lire orad olm:r s z~°s1'08" F.. a distance of 349.95' [o an iron pin;
thence, along said llne or adjo n,:r N ~1e24' E a distance or 123.44' to an Iron pin on the
western cad of'Linden Strew;
thence, a/ong add wi'stern cnd nj'Linden Sift-et S [6°15'43'' E, a distance of 4g.34' Io an
iron pin on lands n/ro£Hclen B.
thence., don8 said lands $ 22°$3'35" E a distance of 1S2.311' lo an iron pin at lands ,flor
Donald E. ShulI;
thence, along said lands n/£ofgha! and lands nffofRobcrl Btctz S 73"44'35" W a
distance of'179.42' to ~.n lr0n pin;
thence, siong u6d lands or Brctz S 17'3 $'~5" E: a dl~tant, e o£ ! ~2.03' to a po;hr on the
northern ilne otLot No. 2;
EXHIB IT "A- 1".
thence, ~ '/2"27'2'/" W a dlslance of 199.~0' to, po'mt;
thence. S 17°32'3Y' E s dist~w,c or208.00' to n poini~
thence, by a curve to thc left h~vl~ a rn&us of 10' for nn n~c &stance or 15.7l' to e point
on tho northern line of Pcnn~ytvani,~ Route 944, known ~s Wcrtz~lle Road;
thc.~ce. S 72°27'27" W ,, dlst~nce or'~.04' to ~ tt, e place of BEGINNING.
Coat~inlns: 579,7~ sq. l~. (13.31 acre~)
BEING Lot No. 3
WERTZVILLE ROAD R/W CONVEYANCE
Ail that certain tract Ofland ~itunte in East Ponnebore Tow~t, hip. Cumberland County.
Ps·sylvania. more particularly bounded and described as follows:
BEGINNING at · point along the existing norlhem fight al'way llne nfPennsylvania
l~ou~ 94,1. ·l~o k.~own aa Wcrtzvill¢ Road, maid point being located at the s~utl'.ca,,tem
comer ofland,t now or formerly of Eric Shore En[eq~rises, Inc. thence ~Iong said Innd,t by
,, curve to the lclt lu~vin8 ,, radiu: of I 0.00 and an arc lenglh nf I S.7 I' to a point; thence,
.by stme N 17'32'33" W · distance o1'5.14' to a point on the required northern riBht..of-
way llne of Werl.zvilh= Road: thence, by ~d righi.-oi'-wly llne N 72a26' I ?'' E a distance of
59.04' to a poh~t at lands now or formerly of tJM-lViarts, Inc.; thence, along lands of Uni-
Mart~, Inc. S 17e31'33" E a distance oir5.16' to · point; thence,, by s~ne by
I¢.t1 hztvinB a radius of i0.O0, and an arc lenEth ot'15.71' to a pelto on the northern right-
of-way llne of W,.~zvill¢ Road; the·ca:, by said r~-of-way line S
distance of 79.O4' to a point, the place of BEGfNNINO.
Containing: 938 sq. ~. (0.02 aere.q
CONVEYANCE TO RS &R
All till ceftin tract of land situatc {n IF.:ut Penmhoro Tow~Mp. Cumber{and Counly,
Pennsylvania, m~e pari{culatly bounded and described as follows:
BEGfNNFNG at a point an the eastern HSht-of, way el'Salt ftosd Itual;gnmem. said po;n!
being on the centedlnc of'an exist{nE 20' sanitn.~t sewer' easement; thence, along said
r, ewer eenle~llnc N 17'I 5'30" W a distance of 70.96' Io ,, point; thence, by same N
04'10'00" E a distance of 130.24' to a point; thence, ale·8 lands now or £ofmerIy
Shore First Assembly OfOod S 6~$4'41" W i distance OF 116.45' lo a point on
eastern right-of-way aloe OfSalt Ro~d Reallgrducnt; thence, along said right-or-'Way aloe S
23.'0.5' 19" F~ a d[stancc o[' 113,65' to a point; thence, by same I~1 6'7~$4'41" E n d[st~ncc
o[5.00' to ~ point: thence, by :rune S 22°05'19" I:. a d~tance o[' 113,6,~' to a poinl;
thence, by same N ~'r'$4'41" E a ~taace o[e47.86' to t point, the ptace oI'I3EGINNING.
Cont,ln~n~: !:3.618 ~. tr. (0.3
EXHIBIT B
OWNER'S WORK
Executed wilh Lease dated . 1997. bo',ween William F. Rothman.
Charles F. Schubert & Samuel L. Recd. Cooparmcrs~ t/d/b/a I>,othman. Schubc,'t & Recd. a f~¢nnsylvania
General Partnership as Owner and Dcbbic Enlcrpriscs. Ltd., as Tcaant.
Ov,'ncr agrees, at its c×pcnsc, to delivcr thc Leased Premises to Tenant with thc I'ollo,,vin8 v,,ork set
t'orth bclov,,. Owner has not agreed to pcrrorm any other work in thc prcmiscs, and alt other work ncccssao'
to complete thc Lcascd Premises shall bc done at Tenant's sole cost and expense.
Owner shall provided Tenant with a "pure vanilla box" which shall include the I'ollowing
work/construction to tire Lensed Premises:
1. Four (4) w Ills. ~., d 3'"~ allccl a ~cl prhncd.
2. 2x4 grid ceiling witir Iluoresccnt lightiag through out.
HVAC--hcated and cooled with roof top units, gas fired heat. and electric cooling.
Cooling based on one ( I ) ton per 350 squarc Feet..
4. One ( I ) bathroom (unisex) with standard plumbing in compliance with ADA.
5. Onc(I) hot water heater For bathroom only.
200 amp electrical service with miscellaneous receptacles through out as required by
Code.
7. Concrete ['loormg. 4" thick. 3000 psi,
Glass front, all windows and maintenance doors to be aJuminunl as manufactured by
Kawanccr or equivalent.
9. Water. sewer and gas to be supplied at roar of property,
Tenant shall be responsible for build~oat. Iloor covering, additional plumbing and additional hot
water heater to service the Leased Premises and such other ,,~orl.: ncccssmy' lo complete tire Leased Premises
all at Tenant's sole cost and expense and not without Owner's approval.
EXHIBIT C
RULES AND REGULATIONS
Tpnant shall at all times during tire term of tire Lease:
1. Observe all traffic regulations, inclnding posted speed restrictions and warnings and stop
signs. Ov,,ncr shall have thc right o' cnl'orcmg these regulations and or prohibiting usc of access streets.
service driveways and parking areas to violators,
2. Not permit smoking in tile Leased Premises.
3. Usc, maintain and occupy tire Leased Premises in a carcl'ul, ssi'c, proper and lax~ fid manner,
keep thc Leased Premises and ils appurtenances, inctnding adjoining areas and sidewalks, in a clean and sale
condition.
4. Keep tile sidcwall,:s and areas contiguous to thc Leased Premises fi'cc or icc, snow and litter.
5. Keel) all glass in tile doors and windows ol'thc Leased Premises clean.
6. Not. ,a'ithout i)rior written consent of thc Owner. place, maintain or sell any merchandise in
any vestibule or cntl3' to thc Leased Premises. on tile sidewalks ad.iaccnt IO thc I)rcmiscs. or elsewhere on tile
outside ol'thc Leased Premises
7. KccI) the Leased Premises clean, orderly and in sanitaO condition, lYec or insects, rodents.
vermin and other pests, and il' bv reason of any infestation o1' thc Leased Premises by insects, rodents, vermin
or other pests, any other store in the Shopping Center becomes ml'estcd by any such condition Tenant shall
be responsible £or exterminating any such condition m other inl'cstcd stores.
8. Not permit undnc accumulations o¢ garbage, trash rubbish and other refuse in or around thc
Leased Premises. keel:) roi'usc in closed containers within the interior or tire premises or a designated dumpster
until removed, and an'ange I'or regular removal orrefi~sc at its expense.
9. Not usc, permit or surfer thc Usc o~' any apl)aratus or instrunmnts I'or rnnsical or other sound
reprodnction or transmission in such manner that thc sound emanating dlcrcfrom or caused thereby shall be
attdible beyond the interior of thc Leased Premises.
10. Not load or unload fixtures or merchandise I'ronr any prcnliscs entrance except tire rear
delivery entrance.
11. Not deliver or suffer or I)crmit delivery or merchandise to, or collection of refuse from, tire
Leased Premises after I 1:00 am. on any day.
12. Light tile show windows and exterior signs o¢ thc premises to tire extent that Owner may rrom
lime to time require.
13. KccI) all mechanical apparatus I'rce ol'x ibration and noise ~dlich may be transmitted beyond
thc confines of tile Leased Promises.
t4. Not cause or permit objectionable odors to emanate or bc disl)cllcd from thc premises.
15. Not overload tire floors or electrical wiring and not install any additional electrical wiring
or plumbing without Owner's prior written consent.
16, Not use show xvindows in tile Leased Premises I'or any purpose other than display of
merchandise for sale in a neat and attractive manner.
34
17. Not condoct, permit or sul'l'er any public or priv:~tc auction sale to be condncted on or from
the Leased Premises.
18. Not solicit business in thc common areas of thc Shopping ccntcr or distribute hand bills or
other advertising materials in tbc common areas, and il'this provision is violated Tenant shall pay Owner thc
cost of collecting same from thc common areas Cot trash disposal.
19. Automobiles belonging to Tenant, its employees and invitees, shall be parked only in tile
areas that may be designated by Oxwlcr. subject [o thc provisions o1' this Lease.
20. Doors m thc Leased Premises shall not bc covered or obstructed by Tenant,
21. Water closcts and other plombiag shall be used for no other purpose than those for which
they were intended and no s:vcepings, rubbish, rags, or inq)ropcr articles and materials shall be thrown
therein. It is recognized by the parties that chemicals, paints and thinners are especially in. iurious to the
Functioning of thc property's sewage disposal system and. xvithout limitation, shall not be disposed of in soch
sewage system.
22. No signs, advcrtiscmcnts or notices o~' any kind shall be painted or affixcd to any part or thc
outside of thc Lcased Premises without thc prior writtcn permission of Owner.
23. No person of d/sordcHy character xxil( bc alloxxcd to I'rcquent or rcmain on or abont thc
Leased Prcmises.
24. No nmsancc, pnblic or private, shall be created or permitted in thc dcn'fiscd premises and thc
Lcased Premises shall be condncted so as that no annoyance is caused to Oxxncr. Owllers's cmployecs or other
tenants of thc Owner. It is rccogni×ed that tile Leased Premises arc part of a Shopping Center ia which
numerous tenants arc located and that absolute sopervision of tile usc of thc Lcascd Premises is necessary in
order to officially maintain and operate an entire Shopping Center. and tile parties therefore agree tbat'the
Owner shall have thc exclusive and sole right or determining as to what constitutes a nnisanccs and that its
determination shall be binding and absolute.
25. Upon termination of thc Lease. doors and windows of thc bnilding shall be left securely
fastened and tile keys to tile Icascd premises shall be delivered to thc Owner.
26. Tenant's fire fighting and prcventioo apparatus shall bc adequate and sufficient and shall bc
kept in proper working condition and accessible at all times so as to cooform to all applicable laws.
ordinances and regulations.
IN,WITNESS WHEREOF. tile parties sct forth theirs hands this _..t::~/ da,,.' of
'
WITNESS:
ATTEST:
OWNER:
Rothnlan. Schubert &Rccd. a Pcrmsylvania
Samnel L. Reed. Attorncv-in-F~'ct pursuant to Power
of Attorney dated Augus( 21. 1996, and recorded in
Misc. Book 528. Page 480.
~Pre~s~ ueehb~e ~'&me~"r i scs '4~t d ' ~
(SEAL)
o~\rsr~d ebbieralp~f.'bdd
'September 21, 1999
AMENDMENT TO I,EASE AGREEMENT
THIS AMENDMENT TO LEASE AGREEMENT is made as of ~'- c~c~ ]~(~,
1999, by and among ROTHMAN, SCHUBERT & REED, a Pennsylvania g'e~eral partnership
("Landlord"), DEBBIE CORPORATION, a Pennsylvania corporation ("Tenant") and DANIE
FLORAL CORPORATION, a Pennsylvania corporation ("New Tenant").
BACKGROUND:
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated November 21,
1997 for the lease to Tenant of 1,200 square feet, identified as Block B, Section I in Permsboro
Commons Shopping Center located in East Pennsboro Township, Cumberland County, ?ennsylvania
(collectively the "Lease"); and
WHEREAS, Landlord and Tenant wish to amend the Lease with New Tenant joining in this
Amendment; and
WHEREAS, except as expressly hereinafter provided or unless the context indicates
otherwise, all capitalized terms used herein which are not defined herein shall have the meanings
ascribed to them in the Lease.
WHEREAS, the parties desire to change the legal entity that is to be identified as the
"Tenant" for all purposes of the Lease and other related documents from Debbie Corporation to
Danie Floral Corporation, both Pennsylvania corporations and subsidiaries of Debbie Enterprises,
Ltd., and to change Tenant's Trade Name from Your Hair Connection to Inspirations Salon.
NOW, THEREFORE, with intent to be legally bound, Landlord, Tenant, and New Tenant
agree as follows:
Section A-I shall now state that the Tenant is Danie Floral Corporation, a Pennsylvania
corporation, t/a Inspirations Salon.
2. Section A-1 shall now state that the Tenant's Trade Name is Inspirations Salon.
Any and all other reference to Tenant and Tenant's Trade Name shaI1 be to Danle Floral
Corporation and Inspirations Salon, respectively.
New Tenant by signing below confirms that it is a Pennsylvania corporation in good standing
and that it obligates itself to all of the terms of the Lease Agreement and any and all other
related documents previously signed by Debbie E. Ralph in her capacity as officer, director,
or authorized person of Debbie Corporation.
1
EXHIBIT "B"
~ dt'~rsr~debbieralph.add
' ~eptember 21. 1999
IN WITNESS WHEREOF, with intent to be legally bound, Landlord, Tenant and New
Tenant have caused this Amendment to be duly executed as of the date first above written by their
respective duly authorized representatives.
LANDLORD:
ROTHMAN, SCHUBERT & REED, a
Pennsylvania general partnership
Samuel L. Reed, Attorney-~-Fact pursuant to
a Power of Attorney dated August 21, 1996, and
recorded in Misc. Book 528, Page 480,
TENANT:
DEBBIE CORPORATION, a Pennsylvania
orps V
NEW TENANT:
DANIE FLORAL CORPORATION,
Pennsylvania corporation
By: ~~
a
2
04/20/2004 15:42 FAX 717 730 7366 REAGER & ADLER ~005
VERIFICATION
I, William F. Rothman, state that I am gl ~ ~ ~ , of
Rothrnan, Schubert & Reed and I am authorized to make this verification. I do hereby verify l:hat
the facts set forth in the foregohag document are tree and correct to the best of my knowledge,
information, and belief.
I understand that any false statements herein are made subject to penalties of 1.8 Pa.C.S.
§~904, relating to unswom falsification to authorities.
William F: Rottm~
ROTHMAN, SCHUBERT & REED,
Plaintiff
DANIE FLORAL CORPORATION,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CaseNo. O~/. /7~7 ~
Confession of Judgment
NOTICE TO DEFENDANT PURSUANT TO RULE 236
Tol
Danie Floral Corporation
555 Harvest Lane
Mechanicsburg, PA 17055
You are hereby notified that on April o2/ , 2004, judgment by confession was entered
against you in the sum of $10,677.05 in the above-captioned case.
DATE:
Prothonotary
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT
HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE
SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Cumberland County Bar Association
32 S. Bedford Street
Carlisle, PA 17013
(717) 249-3166
I hereby certify that the following is the address of the defendants stated in the certificate
of residence:
Danie Floral Corporation
555 Harvest Lane
Mechanicsburg, Pff
ROTHMAN, SCHUBERT & REED,
Plaintiff
DANIE FLORAL CORPORATION,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CaseNo. ~- //7~ ~
Confession of Judgment
NOTICE OF DEFENDANT PURSUANT TO 42 Pa.C.S. ~ 2737.1
To~
Danie Floral Corporation
555 Harvest Lane
Mechanicsburg, PA 17055
Pursuant to 42 Pa.C.S. § 2737.1, please take notice that the Plaintiff in this matter has
entered a judgment by confession against you in the mount of $10,667.05.
You are entitled to file a petition to "strike" or "open" the judgment. In order to do so,
you must promptly file a petition with the Court of Common Pleas of Cumberland County,
Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. You file a
petition by leaving it with the clerk of courts or Prothonotary at the courthouse in Carlisle,
Cumberland County.
A petition is a formal statement of your reasons for challenging the judgment. You must
include the names of the parties at the top of the first page and the case number, which is shown
above. The petition must state your reasons for challenging the judgment in separate numbered
paragraphs. You have to sign the petition and include a sworn statement at the end of the
document verifying that the facts you state in the petition are true and accurate. You will waive
any defenses and objections not included in your petition to strike or open. You must therefore
make every effort to raise all possible issues and defenses in your petition to strike or open in
order to avoid waiving and claims.
If you elect to file a petition, it must meet the requirements of Rule 2959 if the Rules of
Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to
comply with local rules of procedure in effect in the county where the judgment was entered.
If you do not file a petition challenging the judgment, the Plaintiff may take steps to
collect on the judgment by asking the Sheriffto seize your assets. Accordingly, you should
immediately seek the advise of attorney. If you wish to discuss the matter with an attorney but
do not know how to find one, you may request a referral by contacting the following agency:
Cumberland County Bar Association
32 S. Bedford Street
Carlisle, PA 17013
(717) 249-3166
Corporations may be unable to represent themselves in court. If the defendants include a
corporation, the corporation must appear through an attorney if it intends to challenge the
judg/nent.
You may receive other papers and notices regarding the judgment. Those other papers do
not negate or override this Notice. Likewise, this Notice is not intended to and does not negate
any of the notice or information obtained in other papers that may be served upon you.
We reiterate that you are required to act promptly if you wish to seek relief from the
judgment. Under certain circumstances, you have only 30 days in which to file a petition after
papers are served on you. Even if the 30 day rule does not apply, you must act promptly in order
to protect your interests. Failing to act in a timely manner will render you unable to challenge the
judgment at a later time.
If yo u were in co rrectly iden tiffed an d th e ju dgm en t was entered again st you in error,
you may be entitled to collect costs and reasonable attorney's fees as determined by the Court.
Respectfully submitted,
Attorney I.D. No. 67987
2331 Market Street
Camp Hill, PA 17011-4642
Telephone: (717) 763-1383
Attorneys for Plaintiff
ROTHMAN, SCHUBERT & REED,
Plaintiff
DANIE FLORAL CORPORATION,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CaseNo. OL/-[7~7 ¢.,[~,t'[
Confession of Judgment
NOTICE OF DEFENDANT PURSUANT TO 42 Pa.C.S. ~ 2737.1
To~
Danie Floral Corporation
555 Harvest Lane
Mechanicsburg, PA 17055
Pursuant to 42 Pa.C.S. § 2737.1, please take notice that the Plaintiff in this matter has
entered a judgment by confession against you in the amount of $10,667.05.
You are entitled to file a petition to "strike" or "open" the judgment. In order to do so,
you must promptly file a petition with the Court of Common Pleas of Cumberland County,
Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. You file a
petition by leaving it with the clerk of courts or Prothonotary at the courthouse in Carlisle,
Cumberland County.
A petition is a formal statement of your reasons for challenging the judgment. You must
include the names of the parties at the top of the first page and the case number, which is shown
above. The petition must state your reasons for challenging the judgment in separate numbered
paragraphs, You have to sign the petition and include a sworn statement at the end of the
document verifying that the facts you state in the petition are true and accurate. You will waive
any defenses and objections not included in your petition to strike or open. You must therefore
make every effort to raise all possible issues and defenses in your petition to strike or open in
order to avoid waiving and claims.
If you elect to file a petition, it must meet the requirements of Rule 2959 if the Rules of
Civil Procedure. A full copy of Rule 2959 is attached to this Notice. You may also have to
comply with local roles of procedure in effect in the county where the judgment was entered.
If you do not file a petition challenging the judgment, the Plaintiff may take steps to
collect on the judgment by asking the Sheriff to seize your assets. Accordingly, you should
immediately seek the advise of attorney. If you wish to discuss the matter with an attorney but
do not know how to find one, you may request a referral by contacting the following agency:
Cumberland County Bar Association
32 S. Bedford Street
Carlisle, PA 17013
(717) 249-3166
Corporations may be unable to represent themselves in court. If the defendants include a
corporation, the corporation must appear through an attorney if it intends to challenge the
judgment.
You may receive other papers and notices regarding the judgment. Those other papers do
not negate or override this Notice. Likewise, this Notice is not intended to and does not negate
any of the notice or information obtained in other papers that may be served upon you.
We reiterate that you are required to act promptly if you wish to seek relief from the
judgment. Under certain circumstances, you have only 30 days in which to file a petition after
papers are served on you. Even if the 30 day rule does not apply, you must act promptly in order
to protect your interests. Failing to act in a timely manner will render you unable to challenge the
judgment at a later time.
If you were incorrectly identified and the judgment was entered against you in error,
you may be entitled to collect costs and reasonable attorney'$ fees as determined by the Court.
Respectfully submitted,
REAGER &.~L~,~.
Attorney I.D. No. 67987
2331 Market Street
Camp Hill, PA 17011-4642
Telephone: (717) 763-1383
Attorneys for Plaintiff
ROTHMAN, SCHUBERT & REED,
Plaintiff
DANIE FLORAL CORPORATION,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Case No. /7, 7
Confession of Judgment
PRAECIPE FOR WRIT OF EXECUTION
UPON A CONFESSED JUDGMENT
To the Prothonotary:
Issue a writ of execution upon a judgment entered by confession in the above matter,
2.
3.
4.
Directed to the Sheriff of Cumberland County;
against Danie Floral Corporation, Defendant; and
against garnishee;
direct the Sheriff to levy on: Any and all personal property located at 555
Harvest Lane, Mechanicsburg, Pennsylvania 17055
and index this writ
a) against , Defendant; and
b) against , as garnishee, as a lis pendens against the real
property of the defendant in name of garnishee as
follows:
Unpaid Rent and other
lease payment obligations as of 10/30/03
Interest through 04/21/04
Attorneys' fees (10%)
Court & Sheriffs costs (to be added)
Total
9,264.45
441.96
97O.64
$10,677.05
Interest accrues at 10% per annum on principal sum.
I hereby certify that:
CERTIFICATION
(a)
(b)
This praecipe is based upon a judgment entered by confession, and
Notice will be served with a writ of execution pursuant to Rule 2958.3.
Date:
Respectfully submitted
Tfo~as~ ~squire
Attorney I.D. No. 67987
2331 Market Street
Camp Hill, PA 17011-4642
Telephone: (717) 763-1383
Attorneys for Plaintiff
R. Thomas Kline, Sheriff, who being duly sworn according to law, states
this writ is returned STAYED, NO ACTION TAKEN IN SIX MONTHS.
I "';
Sheriffs Costs:
Docketing
Poundage
Advertising
Law Library
Prothonotary
Mileage
Misc.
Surcharge
Levy
Post Pone Sale
Garnishee
TOTAL
Advance Costs:
Sheriff s Costs:
150.00
47.84
102.16
18.00
.94
.50
1.00
7.40
Refunded to Atty on 12/13/04
20.00
47.84
90
Sworn and Subscribed to before me
-J
>->
~
I
This 1...&L day or( k, ,. J _ JU7
~7
20()$"A.D.( r~'{) )uJ~tl~'-1 ~
r thonotary .
.~~~~
R. Thomas Kline, Sheriff
C1 . 0 /(
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WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF CUMBERLAND)
N 004-1727 Civil
CIVIL ACTION - LAW
TO THE SHERIFF OF CUMBERLAND COUNTY:
To satisfy the debt, interest and costs due ROTHMAN SCHUBERT & REED Plaintiff (s)
From DANIE FLORAL CORPORATION
(1) You are directed to levy upon the property ofthe defendant (s)and to sell Any and all Personal
Property located at 555 Harvest Lane, Mechanicsburg Pa 17055.
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
of
GARNISHEE(S) as follows:
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereof;
(3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify himlher that he/she has been added as a
garnishee and is enjoined as above stated.
Amount Oue$9,264.45
Interest 10/30/03 interest through 4/21/04 $441.96
Atty's Comm$970.64%10
Atty Paid $37.00
Plaintiffpaid
Date: April 21, 2004
L.L.$.50
Due Prothy $1.00
Other Costs
CURTIS R. LONG
(Seal)
prothono1jl 1 rMii ) ~
By: lib. :.L J
'''1''
Oep ty
REQUESTING PARTY:
Narne Thomas O. Williams, Esq.
Address: 2331 Market Street
Camp Hill Pa 17011-4642
Attorney for: Plaintiff
Telephone: 717-763-4642
Supreme Court ID No. 67987