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11-0333
SIRLIN GALLOGLY & LESSER, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19192 (215) 864-9700 By: Peter A. Lesser, Esquire Identification No. 59433 r €? f n9 •1 '3 ._ 1 J t i . _ s ? zr• e Attorneys for Defendant CEDAR-PENNSBORO COMMONS LP By Its Agent: Cedar Shopping Centers COURT OF COMMON PLEAS Partnership, L. P. 44 South Bayles Avenue CUMBERLAND COUNTY Port Washington, NY 11050 V. MOVIE MERCHANTS INC. t/a NO. I l - 3 3 MOVIE MERCHANTS Pennsboro Commons 453 N. Enola Road Enola, PA 17025 WARRANT OF ATTORNEY ENTRY OF APPEARANCE PRAECIPE FOR ASSESSMENT OF DAMAGES AND CONFESSION OF JUDGMENT TO THE PROTHONOTARY: CiviITxm Enter my appearance for and on behalf of Defendant, MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS, above named: I hereby confess Judgment in favor of Plaintiff and against Defendant by virtue of the Warrant of Attorney contained in the Lease attached hereto and assess damages as follows: Unpaid rent, common area maintenance charges, insurance charges and real estate taxes through December 28, 2010 Attorneys' Commission 10% Total $84,124.94 $ 8,412.49 $92,537.43 PETER A. LESSER, ESQUIRE Attorney for Defendant 2 SIRLIN GALLOGLY & LESSER, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19192 (215) 864-9700 By: Peter A. Lesser, Esquire Identification No. 59433 Attorneys for Defendant CEDAR-PENNSBORO COMMONS LP By Its Agent: Cedar Shopping Centers Partnership, L.P. 44 South Bayles Avenue Port Washington, NY 11050 V. MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS Pennsboro Commons 453 N. Enola Road Enola, PA 17025 COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. - 33 /r WARRANT OF ATTORNEY ENTRY OF APPEARANCE PRAECIPE FOR ASSESSMENT OF DAMAGES AND CONFESSION OF JUDGMENT IN EJECTMENT TO THE PROTHONOTARY: Enter my appearance for and on behalf of defendant, MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS, above named. I hereby confess Judgment in favor of Plaintiff and against Defendant by virtue of the Warrant of Attorney contained in the Lease attached hereto and demand judgment In Ejectment for possession of approximately 6,000 square feet of commercial space located at the Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025. PETER A. LESSER, ESQUIRE Attorney for Plaintiff SIRLIN GALLOGLY & LESSER, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19192 (215) 864-9700 By: Peter A. Lesser, Esquire Identification No. 59433 CEDAR-PENNSBORO LP By Its Agent: Cedar Shopping Centers Partnership, L. P. 44 South Bayles Avenue Port Washington, NY 11050 V. MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS Pennsboro Commons 453 N. Enola Road Enola, PA 17025 'r-ed - oft cf, Iq 39 ufuu tet&od enAn ? c ?1sIA Attorneys for Plaintiff COURT OF COMMON PLEAS CUMBERLAND COUNTY vt I 78r144- NO. I I - 3336' COMPLAINT IN CONFESSION OF JUDGMENT - MONEY DAMAGES PURSUANT TO WARRANT OF ATTORNEY COUNTI Breach of Contract - Damages Plaintiff, through its attorneys, Sirlin Gallogly & Lesser, P.C., sets forth the following cause of action pursuant to the Warrant of Attorney set forth in the Lease dated July 29, 1997. 1. Plaintiff is CEDAR-PENNSBORO, LP, a Delaware limited partnership. Its managing agent is Cedar Shopping Centers Partnership, L.P. located at 44 South Bayles Avenue, Port Washington, NY 11050. Plaintiff is the owner of the Pennsboro Commons Shopping Center located at 453 N. Enola Road, Enola, PA 17025 having purchased it from the prior owners William F. Rothman, Charles F. Schubert and Samuel L. $'a7• s ? ?d a Aj? 'ICAG7 £ y0 Q 9"V -2,;t -45 Reed Co-Partners d/b/a Rothman Schubert & Reed. 2, Defendant is MOVIE MERCHANTS INC. t /a MOVIE MERCHANTS, a Pennsylvania corporation. The present business address of Defendant is Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025. 3. On or about July 29, 1997, the predecessor of Plaintiff and Defendant entered into a Lease for the rental approximately 6,000 square feet of commercial space at the Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025 for a term of five (5) years. A true and correct copy of said Lease is attached hereto, marked as Exhibit "A" and made a part hereof. 4. On or about March 1, 2004, Plaintiff exercised its option to extend the term of the Lea,,,-,e for an additional five (5) year period. A true and correct copy of the March 1, 2004 'etter is attached hereto as Exhibit "B" and made a part hereof. 5. Pursuant to the Lease, Defendant is responsible for the payment of monthly rent in the amount of $7,087.50 plus Common Area Maintenance charges, insurance charges and Real Estate Taxes. 6. Defendant is in default of the terms of the Lease. Defendant has failed to pay rent and proper charges as of December 28, 2010 in the amount of $84,124.94, as set forth on the Tenant Ledger attached as Exhibit "C" and made a part'hereof. Despite repeated demands; Defendant has refused and continues to refuse cure the default,- 2 s + 8. By letter to Defendant dated November 12, 2010, Plaintiff provided a written notice of default to Defendant. A true and correct copy of said letter is attached hereto as Exhibit " D" and made a part hereof. 91 The balance due pursuant to the Lease as of December 20, 2010 is ,. $92,537.43 which represents unpaid rent and proper charges specifically set forth in Paragraph 6 above in the amount of $84,124.94 together with an attorneys' commission of 10% in the amount of $8,412.49. 10. An Averment of Default is attached hereto. 11. A true and correct copy of the Lease under which Plaintiff is confessing Judgment is attached hereto and marked Exhibit "A". 12. The Lease under which Plaintiff is confessing Judgment has not been assigned as set forth above. 13. Judgment has not been entered against Defendant in any jurisdiction for the unpaid sum of $84,124.94 or attorneys' commission of 10% in the amount of $8,412.49. 14. Judgment is demanded as authorized by the Warrant of Attorney contained in Exhibit "A". 15. The Warrant appearing in the attached Lease Agreement is less than twenty (20) years old. 16. The Judgment being sought herein is not being entered against a natural person in connection with a consumer credit transaction. 3 WHEREFORE, Plaintiff demands judgment in its favor and against Defendant in the sum of $92,537.43 as authorized by the Warrant appearing in the attached Lease, together with interest, attorneys' fees and costs. PETER A. LESSER, ESQUIRE Attorney for Plaintiff SIRLIN GALLOGLY & LESSER, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19192 (215) 8649700 By: Peter A. Lesser, Esquire Identification No. 59433 CEDAR-PENNSBORO LP By Its Agent: Cedar Shopping Centers : Partnership, L. P. 44 South Bayles Avenue Port Washington, NY 11050 V. MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS Pennsboro Commons 453 N. Enola Road Enola, PA 17025 I. NO. Il - .333 0Aj-T-e-yM COMPLAINT IN EJECTMENT CONFESSION OF JUDGMENT PURSUANT TO WARRANT OF ATTORNEY COUNTI Breach of Contract - Damages Plaintiff, through its attorneys, Sirlin Gallogly & Lesser, P.C., sets forth the following cause{- of action pursuant to the Warrant of Attorney set forth in the Lease dated July 29, 1997. L Plaintiff is CEDAR-PENNSBORO, LP, a Delaware limited partnership. Its managing agent is Cedar Shopping Centers Partnership, L. P. located at 44 South Bayles Avenue, Port Washington, NY 11050. Plaintiff is the owner of the Pennsboro Commons Shopping Center located at 453 N. Enola Road, Enola, PA 17025 having purchased it from the prior owners William F. Rothman, Charles F. Schubert and Samuel L. Reed Co-Partners d/b/a *14-co .tx-'Ct'1 j (ZO ass ?S s, Attorneys for Plaintiff COURT OF COMMON PLEAS CUMBERLAND COUNTY Reed Co-Partners d/b/a Rothman Schubert & Reed. 2 Defendant is MOVIE MERCHANTS INC. t /a MOVIE MERCHANTS, a Pennsylvania corporation. The present business address of Defendant is Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025. 3. On or about July 29, 1997, the predecessor of Plaintiff and Defendant entered into a Lease for the rental approximately 6,000 square feet of commercial space at the Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025 for a term of five (5) years. A true and correct copy of said Lease is attached hereto, marked as Exhibit "A" and made a part hereof. 4. On or about March 1, 2004, Plaintiff exercised its option to extend the term of the Lease for an additional five (5) year period. A true and correct copy of the March 1, 2004 letter is attached hereto as Exhibit "B" and made a part hereof. 5. Pursuant to the Lease, Defendant is responsible for the payment of monthly rent in the amount of $7,087.50 plus Common Area Maintenance charges, insurance charges and Real Estate Taxes. 6. Defendant is in default of the terms of the Lease. Defendant has failed to pay rent and proper charges as of December 28, 2010 in the amount of $84,124.94, as set forth on the Tenant Ledger attached as Exhibit "C" and made a part hereof. 7. Despite repeated demands; Defendant has refused and continues to refuse cure the defaults. 2 Y , 8. By letter to Defendant dated November 12, 2010, Plaintiff provided a written notice of default to Defendant. A true and correct copy of said letter is attached hereto as Exhibit " D" and made a part hereof. 9. The balance due pursuant to the Lease as of December 20, 2010 is $92,537.43 which represents unpaid rent and proper charges specifically set forth in Paragraph 6 above in the amount of $84,124.94 together with an attorneys' commission of 10% in the amount of $8,412.49. 10. An Averment of Default is attached hereto. 11. A true and correct copy of the Lease under which Plaintiff is confessing Judgment is attached hereto and marked Exhibit "A". 12. The Lease under which Plaintiff is confessing Judgment has not been assigned as set forth above. 13. Judgment has not been entered against Defendant in any jurisdiction for the unpaid sum of $84,124.94 or attorneys' commission of 10% in the amount of $8,412.49. 14. Judgment is demanded as authorized by the Warrant of Attorney contained in Exhibit "A". 15. The Warrant appearing in the attached Lease Agreement is less than twenty (20) years old. 16. The Judgment being sought herein is not being entered against a natural person in connection with a consumer credit transaction. 3 WHEREFORE, Plaintiff demands judgment in ejectment as authorized by the Warrant appearing in the attached Lease for possession of approximately 6,000 sq. ft. of commercial space at the Pennsboro Commons, 453 N. Enola Road, Enola, Pa 17025. i PETER A. LESSER, ESQUIRE Attorney for Plaintiff 4 SIRLIN GALLOGLY & LESSER, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19192 (215) 864-9700 By: Peter A. Lesser, Esquire Identification No. 59433 FI EG'-ir f it !; . 6 L-'Yf.? i ? 1 Attorneys for Plaintiff CEDAR-PENNSBORO COMMONS LP By Its Agent: Cedar Shopping Centers Partnership, L. P. 44 South Bayles Avenue Port Washington, NY 11050 COURT OF COMMON PLEAS CUMBERLAND COUNTY V. MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS Pennsboro Commons 453 N. Enola Road Enola, PA 17025 NO. Notice of Defendant' s Rights To: MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS Pennsboro Commons 453 N. Enola Road Enola, PA 17025 A judgment in the amount of $92,537.43 has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The Court has issued a Writ of Execution which directs the Sheriff to take your money or other property owned by you to pay the judgment. In addition, a judgment for possession of real property has been entered against you and in favor of plaintiff without prior notice and hearing based on a confession of judgment contained in a promissory note or other document allegedly executed by you. The court has issued and the Sheriff has served a writ of possession which directs the Sheriff to remove you from possession of the real estate. You have the right to seek to Strike the judgment: 1 If you did not voluntarily, intelligently and knowingly give up your constitutional right to notice and hearing prior to the entry of judgment or if you have defenses or other valid objections to the judgment. You have a right to a prompt court hearing if you claim that you did not voluntarily, intelligently and knowingly give up your rights to notice and hearing prior to the entry of judgment. If you wish to exercise this right, you must immediately fill out and sign the petition to strike judgment which is attached to this Notice. It should be then delivered to the Sheriff of Cumberland County at One Courthouse Square, Carlisle, PA 17013. 2. If you have been incorrectly identified as the defendant in this action, you should promptly do the following in order to strike the judgment. In addition, you may be entitled to recover from plaintiff reasonable attorneys' fees and costs if it is determined that you have been incorrectly identified. YOU MUST FILE A PETITION TO STRIKE THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. IT IS IMPORTANT THAT YOU ACT PROMPTLY. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER AND CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP: Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 1-800-990-9108 717 249 3166 Peter A. Lesser, Esquire Sirlin Gallogly & Lesser, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19109 (215) 8649700 2 IN THE COURT OF COMMON PLEAS OFCtAaRI AND COUNTY, PENNSYLVANIA - Cedar-Pennsboro LP By Its-Agent Cedar Shopping Centers 'Partnership, L.P. 4A Smith R g1a? A'-..e Port Washington, NY 11050 VS. NO. Movie Merchants Inc. t/a Movie Merchants Pennsboro Commons, 453 N. Enola Road Enola PA 17025 PETITION TO STRIKE JUDGMENT REQUEST FOR PROMPT HEARING I hereby certify that I did not voluntarily, intelligently and knowingly give up my right to notice and hearing priof to the entry of judgment. I petition the court to strike the judgment on this grog and request a prompt hearing on this issue. I verify that the statements made in this Request for Hearing are true and correct, I understand that false statements herein are made subject to the penalties of 18 Pa.C.S §4904 relating to unsvworn falsification to authorities. Notice of the he 6ng should be given to me at: Phone # Address Dated: i Defendant(s): (9/03) Page 5 of 8 IN THE COURT OF COMMON PLEAS OFGut(6EV_L..AJV_D- ? COUNTY, PENNSYLVANIA Cedar-Pennsboro LP By Its Agent: Cedar Shopping Centers Partnership, L.P. 44 South Bayles Avvpnu Port Washington, NY 11050 VS. Movie Merchants Inc. t/a Movie Merchants Pennsboro Commons, 453 N. Enola Road Enola EA 17025 NO. NOTICE UNDER RULE 2973.3 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant's Rights To: Movie Merchants Inc. , Defendant(s). A judgment for possession of real property has been entered against you and in favor of the plaintiff without prior notice and hearing based on a confession of judgment contained in a promissory note or-other., document allegedly executed by you. The court has issued and the sheriff has served a writ of possession which directs the sheriff to remove you from possession of the real property. You mailiave legal rights to defeat the judgment or to prevent your being removed from the property or to regain possession of the property if you have been removed, if you did not voluntarily, intelligently and knowingly give up your constitutional right to notice and hearing prior to the entry of judgment or if you have defenses or other valid objections to the judgment. ANY PETITION SEEKING RELIEF FROM THE JUDGMENT AND TO REGAIN POSSESSION MUST BE FILED WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. If you have been removed from the property without notice or the opportunity for a hearing, you have a right to a prompt court hearing if you claim that you did not voluntarily, intelligently and knowingly give up your rights to notice and hearing prior to the entry of judgment. If you wish to exercise this right, you must immediately fill out and sign the request for hearing which accompanies the writ of possession and deliver it to the Sheriff of Cumberland County at: One Courthouse Square, Carlisle PA 17013 YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU. WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 1-800-990-9108. 717 249 3166 Attorney for Plaintiff 123 S. Broad St. Ste 2100 Phila PA Address 215 864 9700 Telephone (9/03) Page 4 of 8 Cedar-Pennsboro LP. By Its Agent: Cedar . Shopping Centers Partnership, L.P. AA Rnuth Raylac Avanito Port Washington, NY 11050. vs. NO. Movie Merchants Inc. t/a Movie Merchants Pennsboro Commons, 453 N. Enola Road Enola PA 17025 NOTICE UNDER RULE 2958.3 OF JUDGMENT AND EXECUTION THEREON Notice of Defendant=s Rights Movie Merchants Inc. Ua Movie Merchants To: , Defendant(s). A judgment in the amount of $ has been entered against you and in favor of the plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The court has issued a writ of execution which directs the sheriff to take your money or other property owned by you to pay the judgment. If your money or property has been taken, you have the right to get the money or property back if you did not voluntarily, intelligently and knowingly give up your constitutional right to notice and hearing prior to the entry of judgment or if you have defenses or other valid objections to the judgment. You have a right to a prompt court hearing if you claim that you did not voluntarily, intelligently and knowingly give up your rights to notice and hearing prior to the entry of the judgment. If you wish to exercise this right, you must immediately fill out and sign the petition to strike the judgment which accompanies the writ of execution and deliver it to the Sheriff of Cumberland . County at One Courthouse Square, Carlisle, PA 17013 ' IT IS IMPORTANT THAT YOU ACT PROMPTLY. IT WILL BE TOO LATE TO REGAIN YOUR PROPERTY IF YOU WAIT UNTIL AFTER THE PROPERTY HAS BEEN SOLD BY THE SHERIFF OR TURNED OVER TO THE PLAINTIFF. YOU MUSS' FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY.(30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ONI YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE `A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT,AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU-- WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Lawyer Referral Service Cumberland County Bar Association 32 S. Bedford Street Attorney for Plaintiff " Carlisle, PA 17013 123 S. Broad St. St. 2100 Phila PA 1-800-990-9108 Address 717 249 3166 215 864 9700 Telephone IN THE COURT OF COMMON PLEAS OF Ct/I f3 "Wb COUNTY, PENNSYLVANIA (9/03) Page 4 of 9 IN THE COURT OF COMMON PLEAS OF 'C" REP-LAND COUNTY, PENNSYLVANIA Cedar-Pennsboro LP By Its Agent: Cedar Shopping Centers Partnership, L.P. AA Rni ifh R,vlnc A--. Port Washington, NY 11050 VS. Movie Merchants Inc. t/a Movie Merchants NO. Enola PA 17025 236 NOTICE NOTICE IS GIVEN THAT A JUDGMENT IN THE ABOVE CAPTIONED MATTER HAS BEEN ENTERED AGAINST YOU. PROTHONOTARY t:T? IF YOU HAVE ANY QUESTIONS CONCERNING THE ABOVE, PLEASE CONTACT: 7<?f ?2 Signature/ID Number PETER A. LESSER, ESQUIRE Print Name 123 S. Broad Street, Suite 2100 Address Philadelphia PA 19109 215 864 9700 Phone Number (6/02) SIRLIN GALLOGLY & LESSER, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19192 (215) 864-9700 By: Peter A. Lesser, Esquire Identification No. 59433 Attorneys for Plaintiff CEDAR-PENNSBORO COMMONS, LP By Its Agent: Cedar Shopping Centers Partnership, L.P. 44 South Bayles Avenue Port Washington, NY 11050 V. MOVIE MERCHANTS INC. t/a MOVIE MERCHANTS Pennsboro Commons 453 N. Enola Road Enola, PA 17025 COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 11 `3 COMPLAINT IN EJECTMENT CONFESSION OF JUDGMENT - MONEY DAMAGES PURSUANT TO WARRANT OF ATTORNEY COUNTI Breach of Contract - Damages Plaintiff, through its attorneys, Sirlin Gallogly & Lesser, P.C., sets forth the following cause of action pursuant to the Warrant of Attorney set forth in the Lease dated July 29, 1997. 1. Plaintiff is CEDAR-PENNSBORO COMMONS, LP, a Delaware limited partnership. Its managing agent is Cedar Shopping Centers Partnership, L.P. located a 44 South Bayles Avenue, Port Washington, NY 11050. Plaintiff is the owner of the Pennsboro Commons Shopping Center located at 453 N. Enola Road, Enola, PA 17025 having purchased it from the prior owners William F. Rothman, Charles F. Schubert and Samuel L. Reed Co- Partners d/b/a Rothman Schubert & Reed. 2. Defendant is MOVIE MERCHANTS INC. t /a MOVIE MERCHANTS, a Pennsylvania corporation. The present business address of Defendant is Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025. 3. On or about July 29, 1997, the predecessor of Plaintiff and Defendant entered into a Lease for the rental approximately 6,000 square feet of commercial space at the Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025 for a term of five (5) years. A true and correct copy of said Lease is attached hereto, marked as Exhibit "A" and made a part hereof. 4. On or about March 1, 2004, Plaintiff exercised its option to extend the term of the Lease for an additional five (5) year period. A true and correct copy of the March 1, 2004 letter is attached hereto as Exhibit "B" and made a part hereof. 5. Pursuant to the Lease, Defendant is responsible for the payment of monthly rent in the amount of $7,087.50 plus Common Area Maintenance charges, insurance charges and Real Estate Taxes. 6. Defendant is in default of the terms of the Lease. Defendant has failed to pay rent and proper charges as of December 28, 2010 in the amount of $84,124.94, as set forth on the Tenant Ledger attached as Exhibit "C" and made a part hereof. 7. Despite repeated demands; Defendant has refused and continues to refuse cure the defaults. 2 8. By letter to Defendant dated November 12, 2010, Plaintiff provided a written notice of default to Defendant. A true and correct copy of said letter is attached hereto as Exhibit "D" and made a part hereof. 9. The balance due pursuant to the Lease as of December 20, 2010 is $92,537.43 which represents unpaid rent and proper charges specifically set forth in Paragraph 6 above in the amount of $84,124.94 together with an attorneys' commission of 10% in the amount of $8,412.49. 10. An Averment of Default is attached hereto. 11. A true and correct copy of the Lease under which Plaintiff is confessing Judgment is attached hereto and marked Exhibit "A". 12. The Lease under which Plaintiff is confessing Judgment has not been assigned as set forth above. 13. Judgment has not been entered against Defendant in any jurisdiction for the unpaid sum of $84,124.94 or attorneys' commission of 10% in the amount of $8,412.49. 14. Judgment is demanded as authorized by the Warrant of Attorney contained in Exhibit "A". 15. The Warrant appearing in the attached Lease Agreement is less than twenty (20) years old. 16. The Judgment being sought herein is not being entered against a natural person in connection with a consumer credit transaction. WHEREFORE, Plaintiff demands judgment in its favor and against Defendant in the sum of $92,537.43 as authorized by the Warrant appearing in the attached Lease, together with interest, attomeys' fees and costs. 3 COUNT II In Ejectment IT Plaintiff incorporates by reference the allegations contained in Paragraphs 1 through 16 above, as though fully set forth herein at length. 18. The Judgment being sought herein is not being entered against a natural person in connection with a residential lease. WHEREFORE, Plaintiff demands judgment in ejectment as authorized by the Warrant appearing in the attached Lease for possession of approximately 6,000 sq. ft. of commercial space at the Pennsboro Commons, 453 N. Enola Road, Enola, Pa 17025. 4 P R A. LESSER, ESQUIRE Attorney for Plaintiff. 4 AFFIDAVIT OF BUSINESS TRANSACTION STATE OF NEW YORK : :SS. COUNTY OF NASSAU BRENDA J. WALKER, being duly sworn according to law, deposes and says that she is the VICE-PRESIDENT of Plaintiff, CEDAR-PENNSBORO COMMONS, LP; that she is authorized to make this Affidavit on behalf of Plaintiff, and that the transaction upon which the Judgment is being entered was a business transaction. J BDA J. ?R Sworn to and Subscribed before me this?'day of ,?.,? , 2010. Notary Publi AMY WEISS Notary Public. State of New York No. 30-4613219 Qualified in Nassau County Commission Expires Oct. 31, i0 AFFIDAVIT STATE OF NEW YORK COUNTY OF NASSAU SS. BRENDA J. WALKER, being duly sworn according to law, deposes and says that she is the VICE-PRESIDENT of Plaintiff, CEDAR-PENNSBOR.O COMMONS, LP; that she is authorized to make this Affidavit on behalf of Plaintiff; and hereby states that the agreement at issue is not a retail sales agreement or contract. "?Vulk_ BRENDA J. WALkFJ Sworn to and Subscribed before me this ?1ggday of 2010. Notary Publi AMY WEISS Notary Public, State of New York No. 304613219 Qualified in Nassau County Commission Expires Oct. 31, 2Qa AFFIDAVIT STATE OF NEW YORK COUNTY OF NASSAU :SS. BRENDA J. WALKER, being duly sworn according to law, deposes and says that she is the VICE-PRESIDENT of Plaintiff, CEDAR-PENNSBORO COMMONS, LP; that she is authorized to make this Affidavit on behalf of Plaintiff; and that the Judgment being sought herein is not being entered against a natural person in connection with a consumer credit transaction. BRENDA J. KER Sworn to and Subscribed before me this ?_ day of , 2010. Notary Pub AMY WEISS Notary Public, State of New York No. 30-4613219 Qualified in Nassau County Commission Expires Oct. 31, 20? AFFIDAVITNERIFICATION STATE OF NEW YORK COUNTY OF NASSAU :SS. BRENDA J. WALKER, being duly sworn according to law, deposes and says that she is the VICE-PRESIDENT of Plaintiff, CEDAR-PENNSBORO COMMONS, LP; that she is authorized to make this Affidavit on behalf of Plaintiff; and hereby verifies that the facts set forth in the foregoing Complaint in Confession of Judgment are true and correct to the best of her knowledge, information and belief. Affiant understands that the statements in the foregoing Complaint in Confession of Judgment are made subject to the penalties of 18 Pa. CSA Section 4904 relating to unsworn falsification to authorities. The Exhibits attached to the Complaint are true and correct copies of the original Lease and documents. V B NDA ALKER Sworn to and Subscribed before me this ;41t'day of , 2010. Notary Publi AMY WEISS Notary Public, State of New York No. 30-013219 Qualified in Nassau County Commission Expires Oct. 31, 2Q AVERMENT OF DEFAULT STATE OF NEW YORK COUNTY OF NASSAU SS. BRENDA J. WALKER being duly sworn according to law, deposes and says that she is the VICE-PRESIDENT of Plaintiff, CEDAR-PENNSBORO COMMONS, LP; and that she is authorized to make this Affidavit on behalf of Plaintiff: On or about July 29, 1997, the predecessor of Plaintiff and Defendant entered into a Lease for the rental approximately 6,000 square feet of commercial space at the Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025 for a term of five (5) years. A true and correct copy of said Lease is attached hereto, marked as Exhibit "A" and made a part hereof. On or about March 1, 2004, Plaintiff exercised its option to extend the term of the Lease for an additional five (5) year period. A true and correct copy of the March 1, 2004 letter is attached hereto as Exhibit "B" and made a part hereof. Pursuant to the Lease, Defendant is responsible for the payment of monthly rent in the amount of $7,087.50 plus Common Area Maintenance charges, insurance charges and Real Estate Taxes. Defendant is in default of the terms of the Lease. Defendant has failed to pay rent and proper charges as of December 28, 2010 in the amount of $84,124.94, as set forth on the Tenant Ledger attached as Exhibit "C" and made a part hereof. Despite repeated demands; Defendant has refused and continues to refuse cure the defaults. By letter to Defendant dated November 12, 2010, Plaintiff provided a written notice of default to Defendant. A true and correct copy of said letter is attached hereto as Exhibit "D" and made a part hereof. The balance due pursuant to the Lease as of December 20, 2010 is $92,537.43 which represents unpaid rent and proper charges specifically set forth in Paragraph6 above in the amount of $84,124.94 together with an attorneys' commission of 10% in the amount of $8,412.49. B NDA W 4L,,-- R Sworn to and Subscribed befo e me this `2q`-?Iday of , 2010. Notary Pub AMY WEISS Notary Public, State of New York No. 30-4613219 Qualified in Nassau County Commission Expires Oct. 31, 20? CERTIFICATION OF ADDRESSES STATE OF NEW YORK :SS. COUNTY OF NASSAU BRENDA J. WALKER, being duly sworn according to law, deposes and says that she is the VICE-PRESIDENT of Plaintiff, CEDAR-PENNSBORO COMMONS, LP; and that she is authorized to make the following Affidavit on behalf of Plaintiff: Afant certifies that the present address of Defendant is Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025 and the business address of judgment creditor Plaintiff is 44 South Bayles Avenue, Suite 304, Port Washington, NY 11050. ? ?/? _"? I- - B NDA J. KER Sworn to and Subscribed befo me this D*day of 2010. Notary Publ AMY WEISS Notary Public, State of New York No. 304613219 Qualified in Nassau County Commission Expires Oct. 31, 2V.? AFFIDAVIT OF INCOME STATE OF NEW YORK COUNTY OF NASSAU :SS. BRENDA J. WALKER, being duly sworn according to law, deposes and says that she is the VICE-PRESIDENT of Plaintiff, CEDAR-PENNSBORO COMMONS, LP; that she is authorized to make this Affidavit on behalf Plaintiff, and that the income of Defendant is in excess of $10,000.00 per year. Affiant also certifies that the address of Defendant is Pennsboro Commons, 453 N. Enola Road, Enola, PA 17025 and that the address of the judgment creditor Plaintiff is 44 South Bayles Avenue, Suite 304, Port Washington, NY 11050. Sworn to and Subscribed before me this 'day of 2010. Notary Publi AMY WEISS Notary Public, State of New York No. 304613219 oU lified in Nassau County Commission Expires Oct. 31, County '4 ?Azn I,- B NDA J. LKER EXHIBIT "A" - i - hi0V i c- mc- e c, g A k lS -Tsi e. . LEASE AGREEMENT PENNSBORO COMMONS SHOPPING CENTER r, TABLE OF CONTENT TITLE s PAGE SECTION A. BASIC LEASE PROVISIONS AND ENUMERATION OF-EXHIBITS ................ I Section A-1. Basic Lease Provisions ............... ......,........................... 1 Section A-2. Effect of Reference to a Basic Lease Provision .............................. 3 Section A-3. Enumeration of Exhibits ................................................. 3 ARTICLE I - GRANT AND TERM ......................................................... 3 Section 1.01. Leased Premises and Common Areas ..................................... 3 Section 1.02. Term ............................................................... 3 Section 1.03. Obligations Prior to Commencement of Term .............................. 4 Section 1.04 Owner's Financing Contingency ........................................ 4 ARTICLE II- RENT .................................................................... 4 Section 2.01. Annual Minimum Rent ................................................ 4 Section 2.02. Percentage Rent (Intentionally Omitted) ................................... 4 Section 2.03. Gross Receipts Defined (intentionally Omitted) ............................. 4 Section 2.04. Additional Rent ...................................................... 4 Section 2.05. Interest .............................................................. 4 ARTICLE III - RECORDS; REPORTS AND AUDIT ....................................... 4 Section 3.01. Tenant's Records; Reports and Audit ..................................... 4 ARTICLE IV - CONSTRUCTION, ALTERATIONS, ADDITIONS AND RELOCATIONS OF IMPROVEMENTS ........................................ ... .. 5 Section 4.01. Owner's and Tenant's Work ... . . . . . . .. . . . . .„ ........... ........ 5 Section 4.02. Changes and Additions to the Shopping Center ............................. 5 ARTICLE V - CONDUCT OF BUSINESS BY TENANT ....... 5 Section 5.01. Use of Premises ... ... .......... ................................. . 5 Section 5.02. Operation of Business ..................... 6 Section 5.03. Radius Restriction (Intentionally Omitted) ................................. 6 Section 5.04. Parking ............................................................ 6 ARTICLE VI- TAXES ............................................ .. 6 Section 6.01. Taxes .............................................................. 6 ARTICLE VII - COST OF MAINTENANCE AND CONTROL OF COMMON FACILITIES ......... 7 Section 7.01. Common Facilities Contribution ............................. .... ... 7 Section 7.02. Operating Cost and Common Facilities Defined ....................... . ..... 8 Section 7.03. Payment ................................................... . 8 Section 7.04. Control by Owner .................................................... 9 ARTICLE VIII - ALTERATIONS; SIGNS; SURRENDER AND TENANT LIENS .................. 9 Section 8.01. Alterations .......................................................... 9 i? Section 8.02. Surrender; Title to Improvements; Removal and Restoration by Tenant .......... 9 Section 8.03. Tenant's Liens ...................................................... 10 Section 8.04. Tenant's Signs ...................................................... 10 ARTICLE IX - MAINTENANCE OF LEASED PREMISES; RULES AND REGULATIONS ........ I I Section 9.01. Maintenance by Tenant ............................................... 11 Section 9.02. Maintenance by Owner ............................................... II Section 9.03. Rules and Regulations ................................................ 12 ARTICLE X - INSURANCE AND INDEMNITY ............................................ 12 Section 10.01. Liability Insurance .................................................. 12 Section 10.02. Fire insurance ...................................................... 12 Section 10.03. Insurance on Buildings and Improvements in the Shopping Center ............ 12 Section 10.04. Indemnification (Intentionally Omitted) ................................. 13 Section 10.05. Waiver of Subrogation; Limitation of Liability ........................... 13 Section 10.06. Notice by Tenant ................................................... 14 ARTICLE XI- UTILITIES .............................................................. 14 Section 11.01. Utility Charges ................................................. 14 Section 11.02. Owner's Liability for Interruption ...................................... 14 ARTICLE X19 - ESTOPPEL CERTIFICATE; ATTORNMENT; PRIORITY OF LEASE, RIGHTS OF MORTGAGEE 14 ....................................... Section 12.01. Estoppel Certificate ................................................. 14 Section 12.02. Attornment . 14 ....................................................... Section 12.03. Priority of Lease ..................................................... 15 Section 12.04. Rights of Owner's Mortgagee ......................................... 15 ARTICLE XIII - ASSIGNMENT, SUBLETTING AND CORPORATE OWNERSHIP .............. 15 Section 13.01. Consent Required ................................................... 15 Section 13.02. Corporate Ownership ................................................ 16 Section 13.03.Owne es Right to Assign .............................................. 16 ARTICLE XIV - WASTE; HAZARDOUS WASTE; GOVERNMENTAL AND INSURANCE REGULATIONS .................................. 16 Section 14.01. Waste or Nuisance .................................................. 16 Section 14.02. Hazardous Waste ................................................... 16 Section 14.03. Governmental and Insurance Regulations ................................ 17 ARTICLE XV - MERCHANTS ASSOCIATION ............................................ 17 Section 15.01. Merchants' Association (Intentionally Omitted) ........................... 17 Section 15.02. Promotion Fund (Intentionally Omitted) ................................. 17 Section 15.03. Advertising (Intentionally Omitted) ..................................... 18 ARTICLE XVI - DESTRUCTION ........................................................ 18 Section 16.01 Destruction of Leased Premises ....................................... 18 Section 16.02. Destruction of Shopping Center ....................................... 18 ii ARTICLE XVII - EMINENT DOMAIN .................................................... 18 Section 17.01. Condemnation of Leased Premises ..................................... 18 ARTICLE XVIII - TENANT'S DEFAULT; AND SECURITY DEPOSIT ......................... 19 Section 18.01. Default by Tenant .................................................. 19 Section 18.02. Bankruptcy ........................................................ 21 Section 18.03. Owner's Right to Cure Defaults ....................................... 23 Section 18.04. Security Deposit (Intentionally Omitted) ................................ 23 ARTICLE 30X ACCESS BY OWNER ................................................... 23 Section 19.01. Right of Entry ..................................................... 23 ARTICLE XX - ARBITRATION; RIGHT TO APPEAL ...................................... 23 Section 20.01- Arbitration (Intentionally Omitted) ..................................... 23 Section 20.02 - Waiver of Trial By Jury .............................................. 23 ARTICLE X30 - OWNER'S LIABILITY .................................................... 24 Section 21.01. Limitations on Liability .............................................. 24 Section 21.02. Owner's Obligations With Respect to Future Building Areas ................ 25 ARTICLE)= - HOLDING OVER ...................................................... 25 Section 22.01. Holding Over ...................................................... 25 Section 22.02. Time is of the Essence ............................................... 25 ARTICLE XXQI - WAIVER; NOTICE; DEFINITIONS; MISCELLANEOUS ..................... 25 Section 23.01. Waiver ........................................................... 25 Section 23.02. Force Majeure ..................................................... 26 Section 23.03. Notices and Payments ............................................... 26 Section 23.04. Definitions .................................................... . 26 Section 23.05. Miscellaneous ..................................................... 27 dblr=Nnovianertoo iii dtblrsrlmovierr?erlse LEASE AGREEMENT WITNESSETH, that in consideration of mutual covenants, Owner and Tenant hereby agree as follows: SECTION A. BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS Section .A-1. Basic Lease Provisions. DATE: 1997 SHOPPING CENTER Pennsboro Commons Shopping Center Cumberland County, Pennsylvania OWNER: William F. Rothman, Charles F. Schubert & Samuel L. Rood, Co-Partners, t/d/b/a Rothman, Schubert & Reed, a Pennsylvania General Partnership TENANT: Movie Merchants, Inc. TENANT'S ADDRESS: 48 Central Boulevard Camp Hill, PA 170114211 TENANT'S TELEPHONE NUMBER: (717) 730-8570 TENANT'S TRADE NAME: Movie Merchants LEASED PREMISES: The Premises outlined in red on Exhibit A containing approximately 6,000 square feet of Gross Leasable Area and identified as an end cap and to beidentified upon approval of final site plan by Tenant. LEASED TERM: RENEWAL TERM: PERIOD FOR COMPLETION OF TENANT'S WORK: Five (5) Years. Two Five (5) Years. Tenant's work shag be completed on or before sixty (60) days after Owner substantially completes Owner's Work set forth in Exhibit B and makes the Leased Premises available to Tenant. The term "substantially completes" as used in this paragraph shall mean that Owner has completed Owner's Work with the exception of minor items which cannot be fully completed prior to turnover of possession to Tenant. Such minor items will be completed without material interference with ObMceWWWWW.lse Tenant's Work or prior to receipt of a certificate of occupancy from East Pennsboro Township, whichever occurs sooner. PERMITTED USES: Rental and sale of videotapes, games and related items. ANNUAL MINIMUM RENT: Tenant shall pay to Owner, as Annual Minimum Rent of Eighty-One Thousand Dollars ($81,000.00) per annum ($6,750.00 per month), beginning on the Commencement Date (as defined in Section 1.02 hereof) for the five (5) year term. The Annual Minimum Rent for the renewal terms shall be the greater of (a) increased by five percent (5%) or (b) the rate at the end of the preceding tern adjusted for the Consumer Price Index. Consumer Price Index (hereinafter the "CPI".) shall mean the average for "all items" shown on the CPI for the urban wage earners and clerical workers for the Philadelphia region as published by the Bureau of Labor and Statistics of the United States Department of Labor using the years 1990-1996 as the reference base of hundred (100), or if the CPI is no longer published, the index of consumer prices in the United States most closely comparable to said index, after making such adjustments as may be prescribed by the agency publishing the same or as otherwise may be required to compensate for changes subsequent to the commencement date hereof, in items included, or method of computation error. The average CPI for the quarter proceeding the execution of this Lease shall be the base CPI in this paragraph in order to determine the percentage rate of increase in CPI. PERCENTAGE RATE: N/A BREAKPOINT: N/A INITIAL ESTIMATED COMMON FACILITIES CONTRIBUTION FOR. TENANT: $8,100,00 per calendar year ($675.00 per month) (subject to adjustment as set forth in Article VII of this Lease). INITIAL ESTIMATED TAX CHARGE FOR _ TENANT: $6,000.00 per tax year ($500.00 per month) (subject to adjustment as set forth in Article VI of this Lease) DuriAL ESTIMATED INSURANCE CHARGE FOR TENANT: $1;500,00 per calendar year ($125.00 per month) (subject to adjustment as set forth in Article X of this Lease) SE DEPOSIT: No security deposit shall be required provided Tenant furnishes a financial statement to Owner which;is approved as satisfactory. ?"'? 2 d btir ftwlww.lse Section A-2 Effect of Reference to a Basic Lease Provision, Each reference in this Lease to any of the Basic Lease Provisions contained in Section A-I shall be deemed to incorporate by reference all of the terms provided under each such Basic Lease Provision. Section A-3. Enumeration of Exhibits. The Exhibits enumerated in this Section and attached to this Lease are hereby incorporated in this Lease by reference and each party agrees to perform all obligations binding upon it under such Exhibits. Exhibit A Site Plan Exhibit A-1 Legal Description of Owner's Tract Exhibit B Construction Exhibit Exhibit C Rules and Regulations Exhibit D Guaranty of Lease RECITALS Owner owns fee simple title to certain real property described on Exhibit A-1. The real property described on Exhibit A-1 (as the same may be expanded or reduced as contemplated in this Lease) is herein called "Owner's Tract." The term "Shopping Center" shall mean Owner's Tract, together with the buildings and other improvements thereon from time to time. ARTICLE I - GRANT AND TERM . 1.01. Leased Promises and Common Areas Owner leases to Tenant and Tenant rents-from Owner those premises located in the Shopping Center and described as the "Leased Premises" in Se6tion A-1 of the Basic [rase Provisions, together with the appurtenances specifically herein granted. The use by Tenant of the Leased Premises shall include the non- exclusive use of the "Common Facilities" (as defined in Section 7.02) shown on Exhibit A, and such other Common Facilities as may be designated from time to time by Owner, subject, however, to the provisions of Section 4.02 and 7.04 and to the other terms and conditions of this Lease. Section 1.02. Term. The term of this Lease and Tenant's obligation to pay rent shall, subject to the provisions of Section 22.02, commence upon the earlier of the following dates (the "Commencement Date"): (i) the date on which Tenant shall open the Leased Premises for business with the public, or (ii) the date of expiration of the "Period For Completion of Tenant's Work" designated in Section A-1 of the Basic Lease Provisions. The term of this Lease shall expire, unless sooner terminated as in this Lease provided, on the last day of the last "Lease Year" (as defined in Section 23.04) provided under "Leased Term" in Section A-1 of the Basic Lease Provisions. In order to extend the Leased Term as provided under "Renewal Term" in Section A-I of the t Provisions, Tenant shall give Owner sixty (60) days written obtice of its intention to renew the 3 dbV8rV(wv1enWJ9e J = Leased Term prior to the end of the then current term at the amount designated for the renewal terns provided under Annual Minimum Rent in Section A-1 of the Basic Lease Provision. Sermon 1.03. Obligations Prior to Commencement of Term. Tenant shall perform all of its obligations under this Lease (except its obligations to pay rent and other charges) from the date upon which the Leased Premises are fast made available to Tenant until the Commencement Date. Section 1.04. Owner's Financing ContinggM It is a condition of all the Owner's obligations under this Lease that within twelve (12) months from the date of execution of this Lease, which period may be extended by Owner for not more than an additional six (6) months, Owner obtain commitments for construction money and permanent mortgage loan financing for that portion of the 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. If at the end of said twelve (12) 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. In the event this Lease is canceled under the provisions of this section, neither party shall have any further obligation or liability to the other under or with respect to this Lease. ARTICLE IT - RENJ Section 2.01. Annual,iitrimum Rent. Tenant shall pay to Owner, without any prior demand, deduction or setoff, the "Annual Minimum Rent" specified in Section A-1 of the Basic Lease Provisions, in. equal monthly installments on or before the fast day of each calendar month in advance. Annual Minimum Rent for a fractional calendar month shall be prorated Section 2:02. Percentage Rent INTENTIONALLY OMITTED. Section 2.03. Gross Receipts Defined. INTENTIONALLY OMITTED. Section 2.04. Additional Rent. Tenant shall pay, upon demand as additional rent, all charges required to be paid by Tenant under this Lease, whether or not the same are designated "additional rent". 4 dVMsrrnmAWW.rse Section 2.05. Interest. If Tenant shall fail to pay within five (5) days from when the same is due and payable, any rent or any additional rent, Tenant shall, upon demand, pay Owner (i) a late charge of $ 100.00 for each installment of Annual Minimum Rent or other charge past due and (ii) interest at the "Interest Rate" (as defined in Section 23.04) on the arrearages from the due date thereof until paid. ARTICLE III - RECORDS: REPORTS AND AUDIT Section 3.01. Tenant's Records: Reports and Audit. Tenant agrees to prepare and keep true and complete records and accounts for at least 24 months after each Lease Year during the tam of this Lease of all Gross Receipts for each such Lease Year in accordance with generally accepted accounting principles consistently followed. Tenant shall submit to Owner on or before the 75th day following the end of each Lease Year during the term, a statement certified by Taunt showing the amount of Gross Receipts during such Lease Year and itemizing all deductions and exclusions therefrom. ARTICLE IV - CONSTRUCTION ALTERATIONS ADDITIONS AND RELOCATIONS OF IMPROVEMENTS Section 4.01. Owner's and Tenants Work. (A) Owner and Tenant shall construct the Leased Premises in accordance with the provisions of Exhibit B. All of Tenant's Work with respect to utility installations shall also be subject to approval, when applicable, by the utility company furnishing the service. (B) Owner or an authorized utility company shall have the right to construct, maintain, repair, replace and relocate utility lines, pipes, conduits and duct work where reasonably necessary, through :attic space, column space or other similar areas.of the Leased Premises, and to repair, alter, replace or removmthe same, all in a manner which doegoot interfere unnecessarily with Tenant's use thereof; and Tenant shall not be entitled to an abatement or reduction of rent or to claim an actual or constructive eviction by reason thereof "Owner's Work" (hereinafter defined in Exhibit B) shall be deemed approved by Tenant in all respects except for items of Owner's Work which are not completed or do not conform to Exhibit B and as to which Tenant shall have given notice to Owner within 30 days after the commencement of the tern. Section 4 ,02, Changes and Additions to the Showing Center Notwithstanding anything set forth in this Lease to the contrary, it is agreed that Owner reserves the right, without invalidating this Lease or modifying any provision thereof except Exhibit A, at any time either before, during or after the initial construction duww y (i) to make alterations, changes, deletions and additions (including additional stories) to the buildings, Common Facilities and other improvements in the 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 to exclude land(s) therefrom; (iii) to construct and to permit to be constructed itional buildings and other improvements in the Shopping Center, (iv) to remove or relocate the whole o?py building or other improvement in the Shopping Center, and (v) to relocate the premises 5 leased to any other tenant. PROVIDED, HOWEVER, the foregoing shall not be construed as permitting Owner to change the location of the Leased Premises. ARTICLE V - CONDUCT OF BUSINESS BY TENANT Section 5.01. Use of Premises. Tenant shall operate the Leased Premises under the "Trade Name", if any, specified in Section A-I of the Basic Lease Provisions and shall use the Leased Premises solely for the "Permitted Uses" specified therein and for no other use or purpose whatsoever. Tenant shall not permit any business to be operated in or from the Leased Premises by any concessionaire or licensee without the prior consent of Owner. Section 5.02. Ooeration of Business. Tenant shall, subject to the provisions of Section 22.02, (i) open the Leased Premises within ninety (90) days of substantial completion of Owner's work as defined in Section A-1, and thereafter continuously operate all of the Leased Premises in good faith during the term so as to produce the maximum profitable and practical Gross Receipts which may be produced by such manner of operation; and (ii) keep the Leased Premises open for business and the signs therefore lighted each day from 10:00 a.m. until 9:00 p.m., Monday through Sunday (local time then current). If Tenant defaults in respect to any of the foregoing covenants then Tenant shall, in recognition of the difficulty or impossibility of determining Owner's damages, pay to Owner, upon demand, as liquidated damages ( and not as a penalty) and in addition to the Annual Minimum Rent and other charges payable under this Lease, a separate charge equal to 1/365 of the then applicable Annual Minimum Rent for each day, or part thereof; Tenant fails to open or operate the Leased Premises in accordance with the provisions of this Section. 5.03. Radius Restriction, INTENTIONALLY OMITTED. Section 51?1,_Parking. fa. , i. Tenant and employees of Tenant shall park their automobiles in the side and rear parking areas designated by Owner for employees which designated employee parking area will be within a reasonable distance of the Leased Premises. Owner shall provide appropriate lighting for said area. Owner shall be entitled to tow improperly parked vehicles at the automobile owner's expense and without notice. ARTICLE VI - TAXES (A) The term "Taxes" shall mean the aggregate of the real estate taxes, assessments and other governmental charges and levies, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind or nature whatsoever (including assessments for public improvements or benefits and interest on d installments thereof) which may be levied, assessed or imposed or become liens upon the Shopping or..,nyhich arise out of the use, occupancy or possession of the Shopping Center (land buildings and 6 OWWWemedse permanent improvements) from time to time. The term "Taxes" shall not, however, include inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax imposed upon Owner, nor penalties imposed upon Owner for Owner's delinquent payment of the Taxes; PROVIDED, HOWEVER, that if at any time during the term of this Lease the methods of taxation prevailing at the commencement of the term of this Lease shall be altered so that in addition to or in lieu of or as a substitute for the whole or any part of the Taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from the Shopping Center; or (ii) a license fee measured by the rents receivable by Owner from the Shopping Center; or (iii) a tax or license fee imposed upon Owner which is otherwise measured by or based in whole or in part upon the Shopping Center or any portion thereof, then such tax or fee shall be included in the computation of Taxes, computed as if the amount of such tax or fee so payable were that part due if the Shopping Center were the only property of Owner subject thereto. (B) The term "Tax Year" shall mean the 12 month period established as the real estate tax year by the taxing authorities having jurisdiction over the Shopping Center. (C) The term "Tenant's Tax charee" shall mean an amount equal to the product obtained by multiplying the sum of the Taxes for each Tax Year plus all costs, expenses and attorneys' fees incurred by Owner in contesting any Taxes during such Tax Year (which Owner may do at its option) by "Tenant's Percentage Share" (hereinafter defined in Section 23.04) as of "the date the Taxes for such Tax Year are assessed. For the Tax Year in which this Lease commences or terminates, Tenant's Tax Charge shall be prorated (D) Tenant's Tax Charge shall be paid to Owner in monthly installments (as estimated by Owner) in advance on the first day of each calendar month during such Tax Year. Owner's estimate of Tenant's Tax Charge for the Tax Year in which this Lease commences is set forth in Section A-1 of the Basic Lease Provisions. Within 90 days after the end of each Tax Year, Owner shall deliver a copy to Tenant of all tax bills for such Tax Year and certify to Tenant the amount of Tenants Tax Charge and Owner and Tenant shall then adjust any overpayment or underpayment by Tenant of Tenant's Tax Charge for such Tax Year. Any payment required in connection with an overpayment or underpayment shall be due.within thirty (30) days. Owner's failure to provide such information within the 90 days shall in no way excuse the Tenant from its obligations to pay any underpayment or constitute a waiver of Owner's right to bill and collect such underpayment from Tenant in accordance.With this paragraph. (E) Tenant shall pay (or reimburse Owner upon demand if the same are levied against Owner or the Shopping Carter), before delinquency, : any and all taxes, assessments, lieease fees and public charges, of whatever land or nature, levied or assessed during the term by any governmental authority against Tenant's business in the Leased Premises and the fixtures, furniture, appliances and any other personal property therein. (F) Owner shall have the sole, absolute and unrestricted right (but not the obligation) to contest and/or compromise the validity or amount of any Tax by appropriate proceedings. Owner shall have the right (but not the obligation), if permitted by law, to make installment payments of any assessments levied against the Shopping Center, and in such evept, Tenant's share of the Taxes shall be computed upon the installments and interest thereon paid by Owner in each Tax Year, PROVIDED, HOWEVER, that Tenant's share shall be based only upon the facie amount of taxes and not include any penalties assessed against the Owner for Owner's late payment. dibtrr4noviemer.lse - - ARTICLE VII - COST OF MAINTENANCE AND CONTROL OF COMMON FACILITIES Section 7.01. Commpn Facilities Contribution. In each calendar year during the term, Tenant shall pay to Owner an amount (the "Common Facilities Contribution") equal to a proportion of the "Operating Cost" (as defined in Section 7.02) of the Common Facilities ("Tenant's Common Facilities Contribution"). Tenant's Common Facilities Contribution for each calendar year during the term shall be that portion of the Operating Cost for such calendar year equal to the product obtained by multiplying the Operating Cost for such calendar year by Tenant's Percentage Share (hereinafter defined in Section 22.04) as of the first day of such calendar year. SeWon 702 QRm ing Cost and Common Facilities Defined (A) The term "Qperatin 6st" shall mean the total cost (other than the cost properly chargeable to capital account, except as herein specifically provided) and expense incurred in operating, maintaining, equipping, inspecting, protecting and repairing the Common Facilities, including without limitation, the cost or expense of, or incurred in connection with or reasonably attributable to: water, gas, electricity and other utilities; gardening and landscaping (including planting and replacing flowers 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 the use thereof; line painting; the repair and maintenance of the roof and finished ceiling (including lighting) of all Shopping Center canopies; operating of loudspeakers and other equipment supplying music; sanitary control; security services (if any), sewer service charges; removal of ice, snow, trash, rubbish, debris, garbage and other refuse (including ice and snow removal immediately in front of Tenant's storefront); depreciation on machinery and equipment used in such maintenance; resurfacing and restriping of parking areas; repairing the roof of the Shopping Center, and personnel to provide and supervise such services (including wages, unemployment and social security taxes and the cost of uniforms for such personnel) plus an amount equal to ten percent (101%) of the total of all of the foregoing as an agreed upon reimbursement covering the administrative costs to be incurred' by Owner in connection with the operation of the Common Facilities.) (B) The term "O tmg Cost" shall also include any municip?Hmprovements required by the 4 local municipality to be made to the Common Facilities including but not limited to traffic signals, stop signs, and road repair. Tenant's Common Facility Contribution for any improvements or repairs required under this Section 7,02(B) shall be obtained by multiplying the cost of the municipal improvements or repairs made to the Common Facilities by Tenant's Percentage Share. (C) The term "Common Facilities" shall mean all areas, space, equipment and special services in or serving the Shopping Center, provided for the common or joint use and benefit of Owner, the occupants of the Shopping Center, and their employees, agents, servants, customers and other invitees, including, without limitation: any open pedestrian malls; parking areas and parking lot improvements; access roads; driveways; retaining wails, exterior boundary walls and fences; water, sanitary and storm sewer (including any off-site sew= lines which Owner is required to maintain), gas, electric, telephone and other utility lines, systems, conduits and facilities to the perimeter walls of any building (even though intended for the use of only one or a limited number of occupants) and those within a building serving more than one premises, and any of the foregoing which serve the Common Facilities; on or off-site water detention and retention ponds, facilities and systems; on-site trash compactor; plantings; landscaped areas; truck service ways or tunnels; Io areas and facilities; the roof and finished ceiling (including lighting) of all Shopping Center 8 dlblrsrVwAemer.lse canopies; courts; ramps; sidewalks; comfort and first aid stations; washrooms; parcel pick-up stations; any Shopping Center pylon sign; drinking fountains; vertical transportation equipment (including elevators and escalators); auditoriums; community centers; bus stations; and the facilities appurtenant to each and all of the foregoing. Section 7.03, Payment. (A "fenanes Common Facilities Contribution shalt be paid in monthly installments on the fast day of each calendar month during the term in advance, in an amount reasonably estimated by Owner. Owner's estimate of Tenant's Common Facilities Contribution for the calendar year in which this Lease commences is set forth in Section A-1 of the Basic Lease Provisions. Within 90 days after the end of each calendar year during the term, Owner shall furnish Tenant with a statement summarizing the actual Operating Cost for such calendar year and setting forth the method by which Tenant's Common Facilities contribution was determined as herein provided, and Owner and Tenant shall then adjust any overpayment or underpayment by Tenant of Tenant's Common Facilities Contribution for such calendar year with any resultant payment to be due within thirty (30) days. Owner's failure to provide such statement within the 90 days shall in no way excuse Tenant from its obligations to pay any underpayment or constitute a waiver of Owner's obligations to bill and collect such underpayment from Tenant in accordance with this Paragraph. Any claim by Tenant for revision of any statement submitted by Owner hereunder for any such calendar year which is not made within 90 days after, receipt of such statement, shall be deemed waived and discharged. For the calendar year in which this Lease commences or terminates,-Tenanes Common Facilities Contribution shall be prorated: (B) Any municipal improvements or repairs as contemplated in Section 7.02(B) shall be paid within thirty (30} days of Tenant's receipt from Owner of a payment statement. As such municipal improvements are outside the control of the Owner, the Owner agrees to give Tenant prompt written notice of any municipal improvements or repairs upon Owner's receipt of such notice from the municipality. Section 7.04. , C ntrol, bOwner. Notwithstanding anything set out in this Lease to the contrary, it is agreed that (i) all Common Facilities shall be subject to the exclusive control and management of Owner, and Owner may permit the ,. owners or: occupants of land located outside the Shopping Center and'their invitees to use the Common Faeilities;'(ii) Owner shalPhave the right to temporarily close all or any portion oUthe Common Facilities'r"(including parking areas); (iii) Owner shall be required to keep the parking areas lighted from dusk to dawn and not during any daylight hours, and (iv) Owner shall have the right to do and perform such other acts in . and to the Common Facilities as Owner shall determine to be advisable with a view to the improvement of the convenience and use thereof by tenants of the Shopping Center and their customers, including the right to permit, in Owners sole discretion, promotions in and decorations of the sidewalks and parking areas; PROVIDED, HOWEVER, Owner shall maintain the Common Facilities in the Shopping Center in reasonably good order and repair, shall not interfere with Tenant's operation of its business, and shall keep the parking area and other Common Facilities in the Shopping Center reasonably free of snow, ice and debris and adequately lighted, but these obligations shall not inure to the benefit of any third party nor confer upon any third party any rights or remedies in the event of Owner's failure to perform such obligations. 9 dbVsrVr&A wJse ARTICLE VIII - ALTERATIONS: SIGNS: SURRENDER AND TENANT LIENS Seection $,,01. Alterations. Tenant shall not make or cause to be made any alterations, additions or improvements in or to the Leased Premises without submitting to Owner plans and specifications therefor and obtaining Owner's consent thereto which consent shall not be unreasonably withheld. Section 8.02, Surrender: Title to Improvements: Removal and Restoration Tenant. (A) On the last day of the term or on the sooner termination thereof; Tenant shall (i) subject to the provisions of Articles XVI and XVII, peaceably surrender the Leased Premises broom clean and in good order, condition and repair except for reasonable wear and tear, (ii) at its expense remove from the Leased Premises the signs, moveable furniture and trade fixtures (including, without limitation, molly-bolts, screws and other items inserted into the walls of the Leased Premises) which were furnished and installed by Tenant at Tenant's sole expense ("Tenant's Property") and, if requested by Owner, remove, at Tenant's expense, the carpeting in the Leased Premises, and (iii) deliver to Owner a certificate of inspection from a reputable mechanical systems contractor that the heating, ventilating, air conditioning, electrical and plumbing systems are in good order, condition and repair. Any damage to the Leased Premises caused by Tenant in the removal of Tenant's Property shall be repaired by Tenant at Tenant's expense (including, without limitation, the patching and sanding of molly-bolt holes and other similar type holes in the walls -of the Leased Premises). (B) Except for Tenant's property, the title to all alterations, additions, improvements, repairs, decorations, non-trade fixtures, equipment (including heating and air conditioning equipment) and appurtenances attached to or built into the Leased Premises which shall have been made, furnished or installed by or at the expense of either Owner or Tenant in or upon the Leased Premises shall become upon the installation thereof and remain a part of the 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 fixtures, equipment, and/or appurtenances, and Tenant shall upon such removal restore the Leased Premises to good condition, subject to ordinary wear and tear. on 8.03. Tenaneg Liens. (A) Before Tenant permits any work, labor, services or materials to be performed in excess of $5,000.00 for or furnished to the Leased Premises, Tenant shall require any party with whom Tenant contracts to perform said work for Tenant or anyone holding all or any part of the Leased Premises under Tenant to file a stipulation against liens pursuant to ¢ 1402 of the Pennsylvania Mechanics' Lien Law of 1963. (49 P.S. ¢ 1401, .). (B) Tenant shall not suffer any mechanics' or materialmen's lien to be filed against the Leased Premises or the Shopping Center by reason of work, labor, services or materials performed or furnished to Tenant or anyone holding all or any part of the Leased Premises under Tenant. If any such lien shall at any time be filed as aforesaid, Tenant may contest the same in good faith but notwithstanding such contest. Tenant shall, within thirty (30) days after the filing thereof, cause such lien to be released of -record by payment, bond, order of a court of competent jurisdiction, or otherwise. In the event that Tenant fails to take the actions that are necessary to cause such lien to be released, all have the right to take whatever actions are necessary to have said liens released. In such 10 chb sAnoviemer ise event, Tenant agrees to reimburse the Owner for all costs incurred by the Owner, including attorneys' fees. A failure by the Tenant to reimburse the Owner these costs shall be a default by Tenant pursuant to Article XVIII. (C) Tenant shall not create or suffer to be created a security interest or other lien against any improvements, additions or other construction made by Tenant in or to the Leased Premises or against any equipment or fixtures installed by Tenant therein (other than Tenant's Property). ion 8.04. Tenant's Si Tenant shall not install any sign, billboard, marquee, awning, placard, lettering, advertising matter or other thing of any kind, whether permanent or temporary, on the exterior of the Leased Premises, or in or on any glass window, window showcase, or door of the Leased Premises until the same has been approved by the Owner in writing which approval shall not be unreasonably withheld. Owner has the right to reasonably control the size, location, design and materials of the same for the purpose of establishing and maintaining the appearance of the Shopping Center. ARTICLE IX - MAINTENANCE OF LEASED PREMISES: RULES AND REGULATIONS Section 9.01. Maintenance by Tenant. Subject to the provisions of Articles XVI and XVII, Tenant shall, at its sole cost, keep-.and maintain the interior of the Leased Premises [together with exterior (i) feature lighting, (ii) windows, including sashes, (iii) heating, ventilating and air conditioning equipment and sewer -and other lines serving the Leased Premises exclusively, (iv) doors, including frames, locks, hardware and track, (v) store front of the Leased Premises, and (vi) signs and other equipment referred to in Section 8.04], including without limitation, the partitions, ceiling, interior portions of exterior walls,. floor covering therein, and the fixtures, equipment, machinery, appliances and utility lines therein and appurtenances thereof [such as, but not limited to, lighting fixtures and lenses and such fixtures, equipment, machinery controls, appliances and utility lines and appurtenances thereof, as are used for, in connection with or which are a part of the electrical, plumbing, heating, air conditioning; ventilating, sprinkler, or any other mechanical systems in or sermg the Leased Premises], -irrconformity with all rules and regulations of Owner's hazard insurer, neat and clean and in good order, condition, maintenance and repair. Tenant shall also at its cost; procure and maintain in the Leased premises all safety appliances required by Owner's hazard insurer to be maintained therein. Tenant shall replace any and all plate, window and other glass (structural or otherwise) in, on or about the Leased Premises, which may be broken or destroyed, with glass of the same or similar quality. Tenant shall maintain plate glass insurance at its own cost or shall self-insure such plate glass. Before undertaking repairs to the Leased Premises (other than minor interior non-structural repairs), Tenant shall first obtain Owner's approval of the plans and specifications therefor, which approval is not to be unreasonably withheld: Owner shall authorize one(1) heating and air conditioning contractor who shall provide a complete service and maintenance contract to Tenant who shall be the named party on the contract for the changing of filters at least once per month, the monthly inspection of the HVAC equipment serving the Leased Premises, including a written report of the condition there of to be provided to Owner and Tenant, the periodic oiling of the equipment where required, the tightening of belts, the filling of pitch pans and the sealing of water leaks, among other things. The service and maintenance contract and its related costs shall be the sole cost and s of the Tenant. The existence of a service contract with an Owner approved vendor shall not relieve "!of its, obligations to maintain and repair such equipment as above provided Tenankshatl not be? 11 dlbMsrlmovkwwr.lse responsible for repairs which are required as a result of faulty original contractor installation. Tenant shall not be responsible for replacement of the HVAC system provided a maintenance program as required herein has been followed. Section 9i02.. Maintenance by Owner. Subject to the provisions of Articles XVI and XVII and to the obligations -of Tenant under the provisions of Sections 9.01, the foundations, roof (excluding interior ceilings), and exterior portions of the exterior walls (excluding store front) of the Leased Premises shall be maintained by Owner at its expense in good order, condition, maintenance and repair. Owner shall not be deemed to have breached its obligation to make the repairs required of Owner as set forth in this Section, or to be liable for any damages resulting therefrom, unless Owner fails to make the same within a'reasonable period (taking into consideration the type of repair involved) after receiving notice from Tenant of the need therefor. Section 9.63. Rules and Regulations. Tenant agrees to comply with and observe the rules and regulations set forth in Exhibit C. Owner reserves the right, at any time, once or more often, by notice to Tenant, to amend or supplement said rules and regulations in a reasonable and non-discriminatory manner. ARTICLE X - INSURANCE AND INDEMNITY Section 10.01. Liability Insurance. Tenant shall keep in force with an insurance company authorized to do business in the State in which the Leased Premises are located and which has a Best's Insurance Guide Rating of A+:XV (" atifM Carrier"), a policy of comprehensive public-liability insurance, including property damage, with respect to the Leased Premises and the business operated by Tenant and any other occupant of the Leased Premises, in which the limits of coverage shall not be less than 51,000,000.00 (combined single-limit bodily injury and property damage). Such policy shall also insure the performance by Tenant of the indemnity agreement set forth in Section 10.04. In addition to Tenant, the policy shall also name Owner and any-other person, firm or corp6Mion designated by Owner and inrpi vity with it, as an additional insured. Tenadt.shall continually provide Owner With a certificate of sudh insurance (the first of which shall be provided prior to commencement of Tenant's Work), which shall provide that the insurer will give Owner at least 30 days' written notice prior to any cancellation of, lapse or material change in the insurance. The insurance required in this Section and in Section 10.02 may be covered under a so-called "blanket" policy covering other stores of Tenant and its affiliates. Section 10.02. Fire Insumnce. Tenant shall keep in force with a Qualified Carrier fire insurance (with extended coverage and vandalism and malicious mischief coverage), water damage and sprinkler leakage on the standard forms, insuring all of Tenant's Property in the Leased Premises, and all betterments, additions, repairs, improvements and alterations made to the Leased Premises by Tenant, in an amount equal to I W1* of the replacement test thereof. The proceeds of such insurance shall be held in trust by Owner and Tenant for use in repairing and restoring the items covered thereby and the proceeds shall be made payable to Owner and Tenant and may I odisbursed jointly by Owner and Tenant. The foregoing policy of insurance shalt be issued in favor o n names of Owner and Tenant, a&Wvgr interests may appear, and Tenant shall furnish Owner and 12 diW MtovMW.1se the holder of any mortgage on the Leased Premises with a certificate evidencing such coverage, which certificate shall provide that the insurance shall not be canceled, materially amended or allowed to lapse without thirty (30) days' prior written notice thereof being given by the insurance carrier to Owner. Section 10 031 Insurance on Buildings and Improvements in the Shonuing Center. (A) In each calendar year during the term, Tenant shall pay to Owner an amount (the " nes Insurance Contribution") equal to a proportion of the "Insurance Cost" (as defined in paragraph (B) of this Section). Tenant's Insurance Contribution for each calendar year during the term shall be that portion of the Insurance Costs for such calendar year equal to the product obtained by multiplying the Insurance Cost for such calendar year by Tenant's Percentage Share (hereinafter defined in Section 23.04) as of the first day of such calendar year. (B) The term "Insurance Cost" shall mean the total cost of insuring the buildings and improvements in the Shopping Center (including Common Facilities), including public liability, (including "umbrella coverage"), workmen's compensation and hazard insurance (including rental value insurance, fire and extended coverage [with vandalism and malicious mischief endorsement]; boiler and machinery, and all- risk policies). (C) Tenant's Insurance Contribution shall be paid in monthly installments on the first day of each calendar month during the term in advance, in an amount reasonably estimated by Owner. Owner's estimate of Tenant's Insurance Contribution for the calendar year in which this Lease commences is set forth in Section A-1 of the Basic Lease Provisions. Within 90 days after the end of each calendar year during the term, Owner shall funnish Tenant with a statement summarizing the.actual Insurance Cost for such calendar year and setting forth the method by which Tenant's Insurance Contribution was determined as herein provided and Owner and Tenant shall then adjust any overpayment or underpayment by Tenant of Tenant's Insurance Contribution,for such calendar year with any resultant payment to be due within thirty (30) days. Any claim by Tenant for revision of any statement submitted by Owner -hereunder for=any such calendar year, which claim is not made within 90 days after receipt of such statement, shall be deemed waived and discharged. For the calendar year in which this Lease commences or terminates, Tenant's Insurance Contribution shall be prorated, if applicable, on the basis of -h 360-day year. (D) Tenant shall provide Owner on err -4oAual basis with proof f all insurance policies which shall provide that the insurer will give the Owner at ldast 30 days' written notice prior to any cancellation of, lapse of or material change in the insurance. INTENTIONALLY OMITTED Section 10.05, Waiver of Subrogation: Limitation of Liability. (A) Anything in this Lease to the contrary notwithstanding, it is agreed that each party (the "Releasing Party") hereby releases the other (the "Released Party") from any liability which the Released Party would, but for this Section 10.05, have had to the Releasing Party during the term of this Lease, resulting from the occurrence of any accident or occurrence or casualty (i) which is or would be covered by sk" policy (irrespective of whether such coverage is being carried by the Releasing Party), or (u) A,. any other casualty or property damage insurance being carried by;the Releasing Party at the time 13 dbksrVr&vWw.lse of such occurrence, which accident, occurrence or casualty may have resulted in whole or in part from any act or neglect of the Released Party, its officers, agents or employees; PROVIDED, HOWEVER, the release heminabove set forth shall become inoperative and null and void if the Releasing Party wishes to place the appropriate insurance with an insurance company which (a) takes the position that the existence of such release vitiates or would adversely affect any policy so insuring the Releasing Party in a substantial manner and notice thereof is given to the Released Party, or (b) requires the payment of a higher premium by reason of the existence of such release, unless in the latter case the Released Party within 10 days after notice thereof from the Releasing Party pays such increase in premium. (B) Anything in this Lease to the contrary notwithstanding, it is agreed that neither Owner nor Tenant shall be liable for any damage arising from the willful or negligent act or omission of any other tenant or occupant of the Shopping Center. Section 10.06. Notice by Tenant. Tenant shall, within 24 hours after the occurrence of any casualty damage to or accidents in the Leased Premises, give Owner notice of such casualty damage or accident. ARTICLE XI - UTILITIES Section 11:01. Utility Charges. Tenant shall contract in its own name for and promptly pay all charges for electricity, gas, water, sewer, telephone and any other utility used or consumed in the Leased Premises to the concern furnishing the same. In the event that separate service arrangements cannot be provided for any of the above, then the Tenant agrees to pay their proportionate share of the utility charges which shall be collected as part of the Common Facilities Contribution set forth in Article VII herein. Section 11,02. Owner's Liability for Interruption. Owner shall not be liable in any way to Tenant or to any other part3 occupying any part of the Leased. .Premises for:any failure-or defect in or of any utility service furnished to theLmsed Premises or the Common . : Facilities, by reason of any:requirement, act or omission of the public utility:-compant 'ftving the Shopping •?=-. Center with electricity, water or other utility service, or because of necessary repairs or:improvements, or by reason of any cause referred to in Section 23.02. ARTICLE XII - ESTOPPEL CERTIFICATE: ATTORNMENT• PRIORITY OF LEASE, RIUM OF MORTGAGEE Section 12.01. Estopg l Cgbfica P Tenant agrees, within 10 days after written request by Owner, to execute, acknowledge and deliver to and in favor of any proposed mortgagee or purchaser of the Shopping Center, an estoppel certificate, in the form c ustomerily used by such proposed mortgagee or purchaser, evidencing the status of performance under this Lease and the terms of this Lease. Tenant agrees, within 10 days after written request by Owner, de to Owner a current financial statement of Tenant, duty certified by an officer thereof (if Tenant is V: 41 14 d 1hVW4novk mr lse a corporation) and an independent certified public accountant and such other financial information of Tenant as Owner shall reasonably request. Section 12,02. Attornment. Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under, any mortgage made by Owner covering any part of the Shopping Center, or in the event of any sale of the Shopping Center, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Owner under this Lease, provided said purchaser agrees to non-disturbance of Tenant pursuant to this Lease. Upon the request of any interested party, Tenant shall execute, ackmowledge and deliver an instrument, in form and substance satisfactory to such party, evidencing the attornment provided for in this Section. Scetign 12.03, Priority of Lease. Upon written request of the holder of any first mortgage now or hereafter covering any part of the Shopping Centex, Tenant will subordinate its rights under this Lease provided the Owner obtains a non- disturbance agreement from the mortgagee for the Tenant or makes this Lease prior in right and priority to the lien thereof and to all advances made or hereafter to be made upon the security thereof and Tenant shall, within ten (10) days after written demand therefor, execute, acknowledge and deliver an instrument, in the form customarily used by such encumbrance holder, effecting such priority; PROVIDED, HOWEVER, at the option of the holder of such mortgage, such holder shall be entitled to effect such priority by filing a unilateral declaration to that effect with the recorder of deed in the County and State in which the Leased Premises is located. Section 12.04. Rights of Owner's Mortgagee. . Within 10 days after demand by the holder of any mortgage covering all or any part of the Shopping Center, Tenant shall execute, acknowledge and deliver an agreement in favor of and in the form customarily used by such encumbrance holder, by the terms of which Tenant will agree to give prompt notice to such encumbrance holder in the. event of any casualty damage to the Leased Premises or in the event of any default on the part of Owner under. this Lease, and will agree to allow. such encumbrance holder a reasonable length-... of-time (taking into consideration for-file purpose of determining such permitted length of time any delays 4 encountered by reason of any of the - clauses referred to in Section 23.02), after notice to cure or cause the curing of such default before exercising Tenant's rights of self-help under this Lease, if any, or terminating or declaring a default under this Lease. In addition, within 10 days after demand by the holder of any such mortgage or after demand by owner, Tenant shall deliver to such encumbrance holder a current financial statement of Tenant and such other financial information as such holder or Owner shall reasonably request. ARTICLE XIII ASSIGNMENT SUBLETTING AND CORPORATE OWNERSHIP Section 13.01. Consent Required. (A) Tenant shall not voluntarily, involuntarily or by operation of law assign or encumber this Lease, in whole or in part, nor sublet all or any part of the Leased Premises without the prior consent of Owner in each instance, which consent shall not be unreasonably withheld. Upon Ownc es consent to t or subletting, Tenant shalt-.not remain fully liablwAunder this Lease and shall be relieved from 15 dl Vws nWemedse performing any of its obligations hereunder. As a condition to any assignment of this Lease by Tenant which is permitted under this Lease, the assignee thereof shall be required to execute and deliver to Owner an agreement in recordable form, whereby such assignee assumes and agrees with Owner to discharge all obligations of Tenant under this Lease. (B) If Tenant shall request Owner's consent to an assignment of this Lease and Owner shall consent thereto, the assignee ("Assignee") shall pay directly to. Owner, as additional rent hereunder, at such times as the Assignee shall have agreed to pay Tenant, an amount. equal to any consideration the Assignee shall have agreed to pay Tenant on account of such assignment. If Assignee shall fail to pay Owner any such consideration when due, such failure shall constitute a default under this Lease. (C) If Tenant shall request Owner`s consent to a subletting of the Leased Premises or any part thereof and Owner shall consent thereto, Tenant shall pay Owner, as additional rent, in addition to the Annual Minimum Rent and other charges payable hereunder, an amount equal to any consideration paid by the subtenant to Tenant in excess of (i) the Annual Minimum Rent and other charges payable hereunder if all of the Leased Premises are so sublet or (ii) if less than all of the Leased Premises are so sublet, the Annual Minimum Rent and other charges payable hereunder allocable to the portion of the Leased Premises so sublet based on the number of square feet of Gross Leasable Area in the Leased Premises so sublet divided by the total number of square feet of Gross Leasable Area in the Leased Premises prior to such subletting. The foregoing amount shall be determined monthly and paid by Tenant to Owner on the frost day of each calendar month in advance during the term of such sublease. If Tenant shall fail to pay Owner airy such consideration, such failure shall be a default under this Lease. Section 13.02. Coroorate Ownership. If at any time during the term a cumulative total of more than 49% of the voting stock of Tenant (it Tenant shall be a corporation) shall be transferred, directly or indirectly, by sale, assignment, gift or in any other meaner, any such transfer shall, unless made with Owner's prior consent, which consent shall not be unreasonably withheld, be deemed an unauthorized assignment of this Lease and a default by Tenant under this Lease. Section 13:03. Q mees Right to Assign If Owner conveys or transfers its interest in this Shopping :Center or in this lease (which sale or transfer may be effected without Tenant's consent), upon such conveyance or transfer, Owner (and in the case of any subsequent conveyances or transfers, the then grantor or transferor) shall be released of and from all liability with respect to the performance of any covenants and obligations on the part of Owner to be performed after the date of such conveyance or transfer, it tieing intended hereby that the covenants and obligations on the part of Owner to be performed under this Lease shall, subject to the provisions of Section 21.01, be binding on Owner, its successors and assigns, only during and in respect of their respective periods of ownership of an interest in the Shopping Center or in this Leap. 16 dlbVsr*xwie wJse - ?i 7 ARTICLE XIV - WASTE: HAZARDOUS WASTE: GOVERNMENTAL AND INSURANCE Section 14.01. Waste or Nuisance. Tenant shall not commit or suffer to be committed (i) any waste in or upon the Leased Premises or (ii) any nuisance or any other act or thing (whether a nuisance or otherwise) which may disturb the quiet enjoyment of any other tenant or occupant in the Shopping Center or its or their customers or other invitees. Section 14.02. Hazardous Waste. (A) Tenant hereby covenants, represents and warrants that it shall not generate, transport, handle, store or otherwise encounter in, on or about the Real Property, any hazardous waste or substance (for purposes of this Section herein called "hazardous waste") as defined by the applicable federal, state or local environmental or occupational standards, including but not limited to material defined as such in, or for purposes of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended by the Superfund Hazardous Materials Transportation Act (49 U.S.C. §1802 et seq.), the Resource Conservation and Recovery Act ("RCRA") (42 U.S.C. § 1802, st Mg.), the Federal Water Pollution Control Act (33 U.S.C. §1251, M M.), the Safe Drinking Water Act (42 U.S.C. §300(f), gt M.), the Toxic Substance Control Act (15 U.S.C. §2601,.q seq.), the Clean Air Act (42 U.S.C §7401, et msg.), or any other federal, state or local statute, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance, element or material as now or at any time hereafter in effect or amended (for purposes of this Section herein collectively called the "Laws"). Tenant further covenants, represents and warrants that there will be no underground storage tanks in, on, under, within or about the Real Property. (B) Tenant shall not use, store or permit to be stored on the Leased Premises any asbestos in any form, urea formaldehyde foam insulation, transformers or other equipment which contains dielectric fluid or other fluids containing levels of polychlorinated biphenyls in excess of fifty (50) parts per million. If Tenant shall utilize the Leased Premises for medical office purposes, Tenant shall dispose of all syringes, blood products; "sharps", medical instruments and all other types of medical waste in a safe, clean, sanitary manner and in aocordanoe with all applicable laws and regulations. (C) Tenant covenants, representi.and warrants that it will indemnify and hold Landlord harmless from and against any and all liability, actions, claims, losses, damages and expenses arising out of, or in any way relating to, a breach of the representations, warranties, covenants and agreements set forth in this Section, including: (a) claims of third parties (including governmental agencies) for damages, including personal injury or property damages, penalties, response'oosts, injunctive or other relief; (b) costs or removal and restoration, including fees of attorneys and experts, costs of reporting to any governmental agency the existence of hazardous substances, hazardous waste, pollutants and/or contaminants and costs of preparing or causing to be prepared any and all studies, tests, analyses or reports in connection with any environmental matter; (c) all expenses or obligations, including attorneys' fees, incurred at, before and after any trial or appeal therefrom whether or not taxable as costs, including attorneys' fees, witness fees, deposition costs and other expenses; (d) all other costs, expenses and liabilities arising from Tenant's violation of the laws or any other environmental regulation now in force or hereafter enacted; and (e) Tenant's disposal of medical waste as set forth in paragraph (A) above. The obligations of Tenant as contained in this Section shall survive the of the Lease. 17 dbMa1mov( W.Ise Section 14.03. Governmental and Insurance IliMdations. Tenant shall, at Tenant's sole cost, comply with all of the requirements of all governmental authorities (including without limitation those requiring replacements, additions, repairs and alterations, [structural or otherwise]), and with all directions, rules, regulations and recommendations of Owner's hazard insurer, now in force; or which may hereafter be in force, pertaining to (i) the Leased Premises, (ii) all of Tenant's Property in the Leased Premises and (iii) the use and occupancy of the Leased Premises. A,$TIJ= XV - MERCHANTS ASSOCIATION Section 15.01. Merchants' Association. INTENTIONALLY OMITTED. Section 15.02. Promotion Fund. INTENTIONALLY OMITTED. Section 15.03, dvertisim INTENTIONALLY OMITTED. ARTICLE XVI - DESTRUCTION Section 16.01. Destruction of Leased Premises. (A) If the Leased Premises are damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance so as to become partially or totally untenantable, the same, unless this Lease is terminated as provided in paragraph (B), shall be repaired and restored by Owner and Tenant within sixty (60) days, and during?such restoration period, the Annual Minimum Rent (but not the Annual Percentage Rent) and other charges payable hereunder shall equitably= abate to the extent the Leased Premises are materially affected thereby. Owner's obligation under this paragraph (A) to repair and restore shall be limited to the repair and restoration of those parts of the Leased Premises which were originally constructed and or installed by Owner at its expense including but not limited to Owner's Work set forth in Exhibit B. All other repair and restoration shall be the responsibility and at the.expense of Tenant. (B) If the Leased Premises are damaged or destroyed to the extent the cost of restoration thereof would exceed I S% of the amount it would have cost to replace the Leased Premises in its entirety at the time such damage or destruction occurred, then Owner may elect to terminate this Lease by giving notice to Tenant of its election to do so within 30 days after such occurrence. If Owner exercises its right to terminate this Lease, then this Lease shall cease, effective as of the date of such damage or destruction, and all rent and other charges payable by Tenant shall be adjusted as of that date. (C) In the event the destruction occurs within the last six months of the then current term, the be declined by either Owner or Tenant at their option. J . 18 dbVwWwv1emer.1se Section 16.02. Destruction of Shopping Center. Notwithstanding anything to the contrary set forth in Section 16.01, in the event all or any portion of the Shopping Center shall be damaged or destroyed by fire or other cause (notwithstanding that the Leased Premises may be unaffected thereby), to the extent the cost of restoration thereof would exceed 25% of the amount it would have cost to replace the Shopping Center in its entirety at the time such damage or destruction occurred, then Owner may terminate this Lease by giving to Tenant 30 days' prior notice of Owner's election so to do, which notice shall be given, if at all, within 90 days following the date of such occaunenee. In the event of the termination of this Lease as aforesaid, this Lease shall cease 30 days after such notice is given, and the rent and other charges hereunder shall be adjusted as of that date. ARTICLE XVH - EMINENT DOMAIN Section 17.01. Condemnation of Leased Premises. In the event of any condemnation or conveyance in lieu thereof of the Leased Premises or the Shopping Center, or both, whether whole or partial, Owner may terminate this Lease, and in any event, Tenant shall have no claim against Owner or the condemning authority for the value of the unexpired term, and Tenant shall not be entitled to any part of the compensation or award, whether paid as compensation for diminution in value to the leasehold or to the fee of the Leased Premises, and Owner shall receive the full amount thereof, Tenant hereby waiving any right to any part thereof and assigning to Owner its interest therein. ARTICLE XVIII - TENANT'S DEFAULT: AND SECURITY DEPOSIT Section 18.01. -Dcfault by Tenant. If the Annual Minimum Rent, Annual Percentage Rent, additional rent, or any other charge payable by Tenant under this Lease shall be unpaid on the date payment is required by the terms hereof and shall • remain so for a period of tei4.10) days after Owner gives Tenant notice of such default, or if Tenant fails to perarm any of the other tetnis, conditions, covenants and obligations of this Lease.tto be observed and =r .. peCfoined by Tenant for more than 21 days after Owner gives Tenant notice of such default (it being agreed that a default, other than the failure to pay money, which is of such a character that rectification thereof reasonably requires longer than said 21 day period and completes the same with due diligence), or if Tenant shall vacate or abandon the Leased Premises (it being agreed that, subject to the provisions of Articles XVI and XVII and to Section 22.02, Tenant's failure to operate its business in the Leased Premises for seven consecutive days or more shall conclusively be deemed an abandonment) or suffer this Lease to be taken under any writ of execution, attachment or other process of law, or if this Lease shall by operation of law devolve 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 defined in Section 18.02) shall occur, or if Owner shall have notified Tenant of Tenant's default three (3) or more times in any twelve calendar month period, then, in any of such events, Owner shall have, besides its other rights or remedies, and only after giving Tenant ten (10) days written notice to quit,he following immediate rights: 19 1 d b srVfwY a w.1se (1) At its option, to terminate this Lease and the term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken, whereupon Owner shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant's obligations hereunder in existence at the time of such termination, damages for Tenant's default in an amount equal to the amount of the rent reserved for the balance of the term of this Lease, as well as all other charges, payments, costs and expenses herein agreed to be paid by Tenant, all' discounted at the rate of six percent (6%) per annum to their then present worth, less the fair rental value of the Premises for the remainder of said tern, also discounted at the rate of six percent (61/o) per annum to its then present worth, all of which amount shall be immediately due and payable from Tenant to Owner. (2) At its option, by notice to Tenant, to re-enter and take possession of the Leased Premises without terminating this Lease. No re-entry or taking possession of the Leased Premises by Owner pursuant to this clause (2) shall be construed as an election on its part to terminate this Lease unless a notice of such intention is given to Tenant (all other demands and notices of forfeiture or other similar notices being hereby expressly waived by Tenant). (3) At its option, to require that upon (i) any termination of this Lease, whether by lapse of time or by the exercise of any option by Owner to terminate the same or in any other manner whatsoever, or (ii) any termination of Tenant's right to possession without termination of this Lease, Tenant shall immediately surrender possession of the Leased Promises to Owner and immediately vacate the same, and remove all effects therefrom, except such. as may not be removed under other provisions of this Lease. (4) At its option, to make such alterations and repairs as Owner shall determine may be reasonably necessary to relet the Leased Premises, and to Met the same or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and upon such terms and conditions as Owner in its sole discretion may deem advisable. Upon each relating, all rentals received by owner from such reletting shall be applied as follows: first,'to the payment of any indebtedness other than rent or other charges due under this Lease from Tenant. to Owner; second to the payment of any reasonable costs and expenses of such reletting, including brokerage fees and attorneys' fees and costs of such alterations and repairs, each of which fees and costs shall be reasonable in amount; and third, to the payment of rent and other charges due and unpaid hereunder. In no event shall Tenant be entitled to receive any surplus of any.. sums received by Owner o 4k a. relottin -in excess of the renol,grid other charges payable hereunder. If such rentals and other charges received from :such reletting during aiW...month are less than those to be paid during that month by Tenant hereunder, Tenannt shall pay any such deficiency to Owner (notwithstanding the fact that Owner may have received rental in excess of the rental and other charges payable hereunder in previous or subsequent months), such deficiency to be calculated and payable monthly. Notwithstanding any reletting without termination, Owner may at any time thereafter elect to terminate this Lease for such previous breach in the manner provided in this Section. (5) If Tenant shall default in the payment of the rent herein reserved or in the payment of any other sums due hereunder by Tenant, Tenant hereby authorizes and empowers any Prothonotary or attorney of any court of record to appear for Tenant in any and all actions which may be brought for said rent and/or said other sums; and/or to sign for Tenant an agreement for entering in any competent court an amicable action or actions for the recovery of said rental and/or other sums; and in said suits or in said amicable action or actions to confess judgment against Tenant for all or any part of said rental and/or said other sums, including but not limited to .the amounts due from Tenant to Owner under subparagraphs (1), (2), (3) and/or (4 graph; and for interest and costs, together with any attorneys' commission for collection of tan t ( )authority shall not be exhausted by one exercise thereof, but judgment may be confessed 20 dbkwVnovi ww.1se as aforesaid from time to time as often as any of said rental and/or other sums shall fall due or be in arrears, and such powers may be exercised as well after the expiration of the initial term of this and/or during any extended or renewal term of this Lease and/or after the expiration of any extended or r of this lease. (Tenant) (6) When this Lease and the term of any extension or renewal thereof shall have been terminated on account of any default by Tenant hereunder, and also when the term hereby created or any extension or renewal thereof shall have expired, it shall be lawful for any attorney of any court of record to appear as attorney for Tenant as well as for all persons claiming by, through or under Tenant, and to sign an agreement for entering in any competent court an amicable action in ejectment against Tenant and all persons claiming by, through or under Tenant and therein confess judgment for the recovery by Owner of possession of the Premises, for which this Lease shall be his sufficient warrant, thereupon, if Owner so desires, an appropriate writ of possession may issue forthwith, without any prior writ or proceeding whatsoever, and provided that if for any reason after such action shall have been commenced it shall be determined that possession of the Premises remain in or be restored to Tenant, Owner shall have the right for the same default and upon any subsequent default or defaults, or upon the termination of this Lease or Tenant's right of possession as hereinbefore set forth, to bring one or more further amicable action or actions as herein orth to recover possession of the Premises and confess judgment for the recovery of possession o ises as hereinbefore provided . eaiant) (7) In any amicable action of ejectment and/or for rent and/or other sums brought hereon, Owner shall first cause to be filed in such action an affidavit made by Owner or someone acting for Owner, setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall prima facie evidence, and if a true copy of this Lease (and of the truth of the copy such affidavit sh 11 cient evidence} shall be filed in such suit, action or actions, it shall not be necessary to file the on t of attorney, any rule or Court, custom or practice to the contrary notwithstanding. errant) (8) At its option, to collect from Tenant any other loss or damage which Owner may sustain by s: reason of airy; 'reach and any diminished value of the Leased itemises resulting from said bred kl ,-:.: Tenant" hereby waives and releases all errors and defects whi h may intervene in th? Owner's exercise of any of its remedies hereunder, including the summary remedies; Tenant further waives the right of inquisition on any real estate; levied on and Tenant voluntarily consents to an immediate tion upon any judgment obtained by Owner; Tenant also waives and releases all relief from any and t, stay or exemption law of any state now in force or hereafter enacted; Tenant waives g!qwt required by any taw now in force of hereafter enacted. (Tenant) Nothing in this Section shall be deemed to limit Owner's rights and remedies in the event of a default by Tenant, and the Landlord's rights and remedies set forth in this Lease shall be in addition to those available to Owner at law or in equity. 21 1 • • ? .. a ?... 'i dlbVwVY viemedse lion 18.02. Bankruntcv. (A) If at any time prior to or after the commencement of the term of this Lease there sbatl be filed by Tenant or Guarantor, in any court pursuant to any statute either of the United States or of any State, a petition in bankruptcy (including, without limitation, a petition for liquidation, reorganization or for adjustment of debts of an individual with 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, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proceeding or other action results in the entry of an order for relief or is not dismissed within 30 days of the filing thereof, or if Tenant or Guarantor becomes insolvent or is generally not paying or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with its creditors or a custodian is appointed or takes possession of Tenant's or Guarantor's property (whether or not a judicial proceeding is instituted in connection with such arrangement or in connection with the appointment of such custodian), or if Tenant or Guarantor shall take any action to authorize or in contemplation of any of the events set forth above (each of the foregoing events to be hereinafter referred to as an "Act of BankrupW'), then, in addition to Owner's other rights and remedies under this Lease and applicable law, this Lease shall, at Owner's option (and if permitted by law), be terminated,-in which event neither Tenant nor Guarantor, nor any person claiming through or under-Tenant or Guarantor or by virtue of any statute or of an order of any court, shall be entitled to possession of the Leased Premises, and Owner, in addition to the other rights and remedies given by this Lease, or by virtue of any statute or rule of law, may retain as liquidated damages any rent, Security Deposit or moneys received by Owner from Tenant or others in behalf of Tenant. All rent, additional rent and other charges payable by Tenant under this Lease shall constitute rent for the purpose of applying the provisions of Section 502(b)(7) of the Federal Bankruptcy Code. .(B) In the event an act of bankruptcy shall occur and this Lease is not terminated pursuant to the provisions of paragraph (A), the parties agree that: If there: shall be a default in the payment of Annual Minimum Rent or any additional rent, or a default in t4, observance or performance of any other provision of," ;Lease binding on Tenant, Owner shall be entitled to immediately discontinue; furnishing any utilities and other services it has been providing to the Leased Premises, until such time as such defaults have been fully cured, it being agreed that the foregoing action by Owner shall in no way cause or result in any abatement of Annual Minimum Rent or any other charge payable by Tenant during the continuance of the term of this Lease. (ii) If the Lease is assumed by a trustee in bankruptcy, and assigned by the trustee to a third party, then such party shall (1) execute and deliver to Owner an agreement in recordable form whereby such party confirms that it has assumed and agrees with Owner to discharge all obligations (including, without limitation, the provisions of Article VI respecting the Permitted Use of the Leased Premises and the manner of operation thereof) binding on Tenant under this Lease, (2) represent and warrant in (l/"% writing to Owner that such party has a net worth and operating experience at least Q comparable to that posaesced by Tenant named herein and Guarantor as of the 22 dbhsrVnovkaw.Me execution of this Lease, (3) deposit with Owner a Security Deposit and advance rent equal to that initially deposited by Tenant named herein, and (4) grant Owner, to secure the performance of such party's obligations under this Lease, a security interest in such party's merchandise, inventory, personal property, fixtures, furnishings, and all accounts receivable (and in the proceeds of all of the foregoing) with respect to its operations in the Leased Premises, and in connection therewith, such party shall execute such security agreements, financing statements and other documents (the forms of which are to be designated by Owner) as are necessary to perfbdt such lien. (iii) Lease shall be deemed a lease of "Nonresidential Real Property" within a "Shopping Center" for the purpose of Section 365 of the Federal Bankruptcy Code. (C) Any person or entity to which this Lease is assigned pursuant to the provisions of the. Bankruptcy Code, 1 I U.S.C. Section 101, tl M (the "Bankruptcy Code") shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Owner, shall be and remain the exclusive property of Owner and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Owner's property under the preceding sentence not paid or delivered to Owner shall be held in trust for the benefit of Owner and be promptly paid or delivered to Owner. Section 18,03. Owner's Right to Cure Defaults. If Tenant fails to perform any agreement or obligation on its part to be performed under this Lease, Owner shall have the right (i) if no emergency exists, to perform the same after giving 15 days' notice to Tenant; and (H) in any emergency situation, to perform the same immediately without notice or delay. For the purpose of rectifying Tenant's defaults as aforesaid, Owner shall have the right to enter the Leased Premises. Tenant shall, on demand, reimburse Owner for the costs and expenses incurred by Owner in rectifying Tenant's defaults as aforesaid, including reasonable attorneys' fees. Owner shall not be liable or in any way responsible for any loss, inconvenience, annoyance, or damage resulting to Tenant or anyone holding under Tenant for any action taken by Owner pursuant to this Section. Section 18.04. Security LLeMit. INTENTIONALLY OMITTED. Section 19.01. Right of Entry. Owner and its designees shall have the right to enter the Leased Premises during reasonable business hours (except in the event of emergency, when Owner may enter at any time) for all lawful purposes ding the right to show the Leased Premises to prospective purchasers of the Shopping Center, and, in the last six months of the term, the right to show the Leased Premises to prospective tenants) and to 23 dbVarVr4vkmw.1se whatever extent necessary or appropriate to enable Owner to exercise all of its rights under this Lease (including without limitation the right to perform certain provisions of this Lease on Tenant's behalf as set forth in Section 18.02) and to carry out all of Owner's obligations hereunder. Owner and Owner's representatives shall also have the right to enter the Leased Premises and to erect scaffolding and barricades around the same (but not so as to preclude entry thereto) in order to make such repairs, alterations, improvements and additions to the building of which the Leased Premises form a part and the foundations and walls of the Leased Premises as Owner may deem necessary or desirable (and Owner shall be allowed to take all equipment and material upon the Leased Premises which may be required therefor), but Owner shall use reasonable efforts consistent with accepted construction practice to minimize interference to Tenant's business caused by reason thereof. The exercise by Owner of its rights of entry and other rights granted under this paragraph shall not constitute an eviction of Tenant and the rent payable under this Lease shall not abate by reason thereof ARTICU XX - ARBITRATION: RIGHT TO APPEAL Section 20.01 - Arbitration, INTENTIONALLY OMITTED Section 20.02 - Waiver of Trial by Jury. 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 in connection with this Lease may be maintained in any court of competent jurisdiction in the Commonwealth of Pennsylvania. - In case suit shall be brought because of the breach of any agreement or obligation contained in this Lease on the part of Tenant or Owner to be kept or performed, and a breach shall be established, the. prevailing party shall (to the'extent permitted by law) be entitled to recover all expenses incurred therefor, including reasonable attorneys' fees. Owner's rights and remedies shall be cumulative and may be exercised and enforced concurrently. Any right or remedy conferred upon Owner or Tenantiirnder this Lease shall not be deemed to be exclusive of arty other right or remedy Owner.or Tenant may have. All rights and liabilities herein given to or. imposed upon the respective ::. parties hereto shall, except as -may be otherwise herein provided, extend to and bind thoc'respective heirs, executors, administrators, successors and assigns of the said parties; and if there shalt be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein contained. ARTICLE XXI - OWNER'S LIABILITY Section 2101. Limitations on Liability (A) Anything contained in this Lease to the contrary notwithstanding, Tenant agrees that Tenant shall look solely to the fee simple interests or leasehold estate of the Owner in the Shopping Center for the collection of any judgment (or other judicial process) requiring the payment of money by Owner in the event of any default or breach by Owner with respect to any of the terms and provisions of this Lease to be observed or performed by Owner, subject, however, to the prior rights of the holder of any mortgage covering the S ing Center, and NO OTHER ASSETS OF OWNER SHALL SUBJECT TO LEVY. R JUDICIAL OUM PROCESS FOR E SATISFACTION OFT CIA-M 24 dblrsr%YxMenw.Ise EXTENT OF OWNER'S INTEREST IN THE SHOPPING CENTER (B) Owner shall not be liable for any damage occasioned by failure of the Premises to be in repair, nor for any damage done or occasioned by or from plumbing, gas, water, sprinkler, steam or other pipes or sewerage, or the bursting, leaking or running of any tank, washstand, water closet or waste pipe in, above, upon or about the Premises or improvements constituting a part thereof, nor for any damage occasioned by water, snow or ice being upon or coming through the roof, skylights, trap door or otherwise. (C) In the event that in this Lease it is provided that the exercise of any right by Tenant or the performance of any obligations of Tenant shall be subject to the consent or approval or Owner and that the consent or approval of Owner shall not be unreasonably withheld or delayed, then in any case in which Owner shall withhold or delay its consent, Tenant hereby waives any and all rights it may have to recover (and Tenant shall not seek in any proceeding) any damages from Owner on account thereof; it being agreed that Tenant's sole remedy for Owner's withholding or delaying of consent shall be injunctive relief (without any right to damages). (D) Notwithstanding anything to the contrary contained in this Lease, if Owner shall elect to provide security service then (i) any security service that may be provided by Owner is intended solely for the protection and benefit of •the Common Facilities and not for the protection or benefit of 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 of Owner's act or failure to act in providing or maintaining security in the Shopping Center. Section 21.02. Owner's Obligations With Respect to Future Building Areas. Notwithstanding anything set out in this Lease to the contrary, it is understood and agreed that (i) Tenant will not cancel this Lease nor be entitled to claim any actual or constructive eviction because of a default of Owner either by act or omission under this Lease when such act or omission relates to any Future Building Area shown on Exhibit. A, and Tenant will not abate rentals or otherwise credit or offset damages against rental under this. Lease;because of any actgr omission of Qwncr under this Lease which relates to any Future Building Area shown on,-ExhibitR ,= but shall not be construed as a waiver of any rights Tenant may have in personam against or as a waiver of any remedies by way of injunctive relief which Tenant may have against Owner (other than one who becomes such after the foreclosure of any first mortgage covering any part of the real property which is contained within the Shopping Center, or after the execution of a deed in lieu thereof); and (H) the restrictions set out in this Lease, if any, to the extent the same relate to any Future Building Area shown on Exhibit A, and all obligations of Owner with respect to such restrictions shall absolutely and automatically terminate for all purposes from and after the date the holder of any first mortgage affecting the real property which is contained within the Shopping Center, forecloses its mortgage or obtains a deed in lieu thereof. For purposes of this Section, an "Outlot" shall be considered the same as a Future Building Area. 25 c1R*w"&vkmer.1se ARTICLE XXII - HOLDING OVER Section 22.01. Holding, Over. In the event Tenant remains in possession of the Leased Premises,after the expiration of the tenancy created hereunder, and without the execution of a new lease, Tenant, at the option of Owner, shall be deemed to be occupying the Leased Premises as a tenant from month-to-month, at one and one-quarter (1 1/4) the Annual Minimum Rent for the last Lease Year of the term, subject to all the other conditions, provisions and obligations of this Lease insofar as the same are applicable to a month-to-month tenancy. Section 22.02. Time is of the Essence. Time is of the essence of each provision of this Lease. Tenant hereby waives notice to quit the Premises at the expiration of the 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 with any additional notice thereof. ARTICLE XXIII - WAIVER: NOTICE: DEFINITIONS:, MISCELLANEOUS. Section 23.01. Waiver. No delay or omission in the 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 covenant, term or condition of this Lease shall be deemed to have been waived unless such waiver be in writing signed by the party charged therewith. Section 23.02. Force Mgicure. In the event either party hereto shall be delayed or hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, labor troubles,, inability to procure materials, failure of power, restrictive governmental law or regulations, riotk insurrection, war or od&,reason of a lice nature not-the fault of the party delayed in performing work or d6fi g acts required under•th terms of this Lease, then'performance of any such act shall be extended for a period equivalent to the periocl-of such delay. The provisions of this Section shall not (a) operate to excuse Tenant from prompt payment of Annual Minimum Rent or any other payment required by the terms of this Lease, and (b) be applicable to delays resulting from the inability of a party to obtain financing or to proceed with its obligations under this Lease because of a lack of funds. Section 23.03. Notices and Pavmgnts. (A) Whenever any notice, consent, approval or authorization ("Notice") is required or permitted under this Lease, tae same shall be in writing and all oral notices, consents, approvals and authorizations shall be of no effect. All Notices by Tenant to Owner shall be sent to Owner by registered or certified mail (return receipt requested), postage prepaid, or by a nationally recognized overnight courier service (Federal Express, AirBorne, UPS Next Day Air or similar) at the "Address of Owner" designated in Section A-1 of the Basic Lease Provisions, or to such other address(es) as Owner may later designate in writing (including, without any notice which Tenant shall be required to give Owner's mortgagee pursuant to Sectiood2.04).. 26 dlbVsrYnoviemer.ise . Until Owner is notified otherwise by Tenant, all Notices by Owner to Tenant shall be deemed to have been duly given if sent by registered or certified mail (return receipt requested), postage prepaid, or by a nationally recognized overnight courier service (Federal Express, AirBorne, UPS Next Day Air or similar) to Tenant at the "Address of Tenant" designated in Section A- I of the Basic Lease Provisions. In the case of notices sent by overnight courier, delivery shall be deemed effective one day after such notice is sent. Until otherwise notified in writing by Owner, Tenant shall pay all rent and other sums required to be paid by it under this Lease by check payable to the order of Owner and shall deliver the some, together with all sales reports required under Article III and all certificates of insurance required to be furnished by Tenant pursuant to Article X, to the address of Owner designated in Section A-I of the Basic Lease Provisions. (B) All Notices shall be effective upon being deposited in the United States mail in the manner prescribed in Paragraph (A) of this Section. However, the time period in which a response to any such Notice must be given shall commence to run from the date of receipt by the addressee thereof as shown on the return receipt of the Notice. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Section 23.04. Definitions. (A) The term "calendar yam" shall mean a period of 12 consecutive full calendar months, commencing January I and ending December 31. (B) The term as used in this Lease shall be deemed to mean any person, partnership, corporation or other entity which has undertaken, by separate instrument, endorsement on this Lease or in any other manner, to warrant, agree or guarantee that the obligations of Tenant, or any portion thereof, shall be performed by Tenant. (C) . The term.." C=s Leasable Area `,shall mean the- aggregate floor area within the exterior facts of the exterior walls (except party walls as to which the center thereof, instead of the exterior faces thereof, shall be used). Changes in Gross Leasable Area occurring during any calendar month shall be effective on the first day of the next succeeding calendar month: and, unless otherwise herein specified to the contrary, the total number of square feet of Gross Leasable. A ea in effect for any calendar year shall be the average of the number of square feet JARross Leasable Area o* .-the first day of each calendar month in such calendar yew: ?- (D) The tern "including" as used in this Lease shall mean "including without limitation". (E) The term "Interest Rate" shall mean a rate of interest, per annum, equal to lesser of (i) the highest lawful rate of interest that may be charged Tenant under the laws of the State in which the Leased Premises are located or (ii) two percent (2°Y.) in excess of the "Effective Rate" of Chase Manhattan Bank, N.A., New York, New York (or its successor) (the "Bank") initially determined as of the date any rent, additional runt or other payment under this Lease is due and for which interest at the Interest Rate is charged and thereafter adjusted daily, PROVIDED, HOWEVER, if the Bank should cease to exist as a viable commercial bank-, -then the "Effective Rate" of any commercial bank selected by Owner and having capital and surplus of at least $50,000,000.00 shall be used to determine the Interest Rate. The term "Effective Rate" shall mean the rate of interest announced by the Bank or other commercial bank selected by Owner as afiwc id, as the case may be, as its prime lending rate. The Effective Rate shall be as announced by the Bank notwithstanding that the Bank may actually charge other rates, and a written statement from the Bank or any 27 d?,ksr?mo+nar?.lse national investment brokerage firm or national bank as to what the Effective Rate was on any given day shall be deemed conclusive. (F) The term "Lease Year" shall mean a period of twelve consecutive full calendar months. The first Lease Year shall begin on the date of commencement of the term if such date of commencement shall occur on the first day of a calendar month, if not, then on the first day of the calendar month next following such date of commencement. Each succeeding Lease Year shall commence upon the anniversary date of the first Lease Year. (G) The term ",iyforteage" shall include a deed of trust. The term "mortgagee" shall mean the holder of a mortgage and beneficiary under a deed of trust. (H) The term "Tenant's Percen a Share" shall mean Tenant's proportionate share based on the calculated percentage of Tenant's Gross Leasable Area as herein defined in relation to the total gross leasable area for the Shopping Center. (1) The word "Tenant" shall mean each and every person or party mentioned as Tenant herein, and if there shall be more than one Tenant, any Notice required or permitted by the terms of this Lease may be given by or to any one thereof and shall have the same force and effect as if given by or to all thereof. Q) The word "tgrm__" shall mean the period from the date of the commencement of this Lease to the expiration or sooner termination thereof, including any extension thereof, all as herein provided. Section 23.05. Miscellaneous. (A) Recording of Lease. Neither party shall record this Lease in its entirety. However, upon the request of either party, the other party shall join in the execution of a memorandum or so-caged "short form" of this Lease for the purpose of recordation. _ (B) Obligations Surviving Termination. All obligations of Tenant and Owner which by their ::nature involve performance, in any particular, after the end of the term, or which cannot be ascertained to Jove been fully performed until after the end df the term, shall survive the expiration or sooner termination )*.the term. (C) Governing Law and Jurisdiction. The laws of the Commonwealth of Pennsylvania shall govern the yalidity, performance and enforcement of this Lease. (D) No Accord And Satisfaction. No payment by Tenant or receipt by Owner of a lesser amount than the 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) &Iteratiions And Amendments. Except as herein otherwise expressly provided, no subsequent alteration, amendiinent, change or addition to this Lease, nor any surrender of the term, shall be binding upon Owner or Tenant unless reduced to writing and signed by them. (F) No Partnership. Owner does not in any way or for any purpose become a partner of Tenant in the conduct of its business or otherwise, nor a joint venturer or a member of a joint enterprise with Tenant. 28 c8blrsrlmo'.ise ' (G) Withholding Consent. Wherever in this Lease a party's consent or approval is required, such approval may be withheld arbitrarily unless otherwise herein specifically provided to the contrary. (H) Captions; Article Numbers The captions, section numbers, article numbers and index appearing in this Lease in no way define, limit, construe or describe the scope or intent of such sections or articles of this Lease. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for not against either Owner or Tenant, and should a court be called upon to interpret any provision hereof, no weight shall be.given to, nor shall any construction or interpretation be influenced by, any presumption of preparation of a lease by Owner or by Tenant. (1) Guarenly, At the time of executing this Lease, Tenant shall provided to Owner a signed Guaranty of Lease in form and substance as set forth in Exhibit D hereto. Each Guarantor shall provide Owner with an annual financial statement upon request. (J) Severabilitys In the event that one or more provisions of this Lease shall be found to be unenforceable at law or in equity, the remainder of the Lease shall not be affected and shall remain in full force and effect. (K) Successors and Assiens. This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representative, heirs, successors and assigns. (L) Tenant's borate Authority, If Tenant is a corporation, it shall, concurrently with the signing of this Lease, furnish to Owner certified copies of the resolutions of its Board of Directors (or of the executive committee of its Board of Directors) authorizing Tenant to enter into this Lease; and it shall. furnish to Owner proof that Tenant is a duly organized corporation under the laws of the state of its incorporation, is qualified to do business in the Pennsylvania, is in good standing under the laws of Pennsylvania, and has the power and authority to enter into this Lease, and that all corporate action requisites to authorize Tenant to enter into this lease has been duly take. (M) Brokers. Except as set forth below, 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 hannless against all demands claims and liabilities arising out of.any dealings between Tenant and any otherybroker in respect ;to this Tease: r" =v Rothman, Schubert & Reed Realtors THIS LEASE CONSTITUTES THE ENTIRE AGREEMENT THIS LEASE AND THE EXHIBITS AND RIDER, IF 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 INTERPRET THIS LEASE. 29 db4srWxN1 w.lse written. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first-above WITNESS: By: ?nl4?-r?SS kAA -A 4 'W?dt'tw, •, By. OWNER: Rothman, Schubert & Reed, a Pennsylvania General Partnership A , (SEAT.) Samuel L. Reed, Attorney-in-Fact pursuant to Power of Attorney dated August 21, 1996, and recorded in Misc. Book 528, Page 480. Movie Titter .??Q` 30 RS&R SHOPPING CENTER -OVERALL. All that certain tract of land situate in F.,a:t Pennsboro Township, Cumberland County, Pennsylvania, more particularly bounded and descn'bed as follows: BEGINNING at a point along the northern right of way line of Pennsytvania Route 944; also knom as Weruville Road and on the line of adjoiner between lots nos. ! and 3 on the hereinafter mentioned Plan of Lot; thence. along said Me of adjoiner by a curve to the left with A radius of 10.00' and an arc length of 15.7 t' to a point; thence, continuing along said line of adjoiner N I r3233"W, a distance of 185.58' to a point; thence, continuing along said line of adjoiner S 72°2727" W. it distance of 241.55' to a point on the c cratedine of an wasting 20' sanitary sewer easement; thence. continuing along said centerline the following courses and distances: N 27"?.0'00" W, a distance of 138.95' to a point; N 17° 15'30" W. it distance of 263.28' to a point; N 40 10'00" E. a distance of 130.24' to a point; N 4°20'30" Ii, a distance of 123.12' to a point; N 13°30'W, a distance of 259.57' to a point; N 00"51'E. a distance of 348.14' to a point on the line of adjoiner between Lot No. 3 and lands now or formerly (nit) of Jacob R. Rmningw, timm along said line of adjoiner N 80°59'42" E, a distance of 102.70' to a point on the line of adjoiner between Lot No. 3 and lands n/f of Robert Bretz; thence. Wong said Cuae of W um and along lands n/f of Margaret and Jacob Uloick S 22°24'47" E, s distance of 200.31' to an iron pin; thence, N'S 1 °05'07" 1"s, a distance of 298.94' to a point; thence. S 22°S l'00' E, a distance of 217.05' to a point; thaws, along said lands a/f of Conservative Bartist Church s 81 °24'00" W. a distance of 125.44' to an iron pin; thence, along acid fine of adjoiner S =51'08" 1w a distance of 349.95' to an iron pin; thenC e, along said line of adNner N 81 °24' E a distance of 125.44' to an Iron pin on the western cad of Linden Stre ct; thancc,- along said western end of Linden Street S 16'15'43" E, a distance of 48.34' to an iron pin on lands Of of Helen B. Heisey; -thence, along said ImWs S 22.53'35" E a distance of 152.38' to an iron pin at lands n/f of Donald E. Shutt; thenm along said lands n/f of Shutt and lands n/f of Robot Bretz S 73°44'35" W a distance of 179.42' to an iron pin; thencss, along said lands of Brctz S 17°35'35" E a distance of 182.03' to & point on the northern line of Lot No. x;:. EXHIBIT A-1 t thence, S 72°27.27" W it distance of 149.90' to a paint; thence, s 17°32'33" E a distance of 209.00' to a point; thence, by a curve to the left having it radius of 10' for an arc distance of 15.71' to it point on the northern line of Pennsylvania Route 944, known ax Wertzville Road; thence. S 72027'27" W it distance of 79.04' to a point the place of BEGINNING. Containing: 579,784 sq. Et. (13.31 acres) BEING Lot No. 3 WERMILLE ROAD RNV CONVEYANCE AM that certain tract of land situate in Fast Ponnsboro Township, Cumberland County, Pennsylvania. more particularly bounded and described as follows: BEGINNING at a point along the ousting northern right of way line of Pennsylvania Route 944, also known as Wentzville Road, said point being located at the southeastern comer of lands now or fommiy of Eric Shore Enterprises, Inc. thence along said lands by a curve to the left having a radius of 10.00 and an arc length of 15.71' to a point; thence, by same N 17'032'33" W a distance of 5.14' to a point on the required northern right-or- way One of Wertzvllie Road; thence, by said right-of-way fine N 72°26' 17" E a distance of 59.04' to a point at lands now or formerly of Uni-Marts, Inc.; thence, along lands of Uni- Marta, Inc. S 17°32'33" E a distance of 5.16' to a point; thence, by same by a curve to the left having a radios of 10.00. and an are length of 15.71' to a point on the northern right- or-way One of Wertzville Road; thence, by said right-of-way line S 72°27'27" W a distance of 79.04' to a poK the place of BEGINNING. Containing: 938 sq. ft. (0.02,=ac m) CONVEYANCE TO RS &R All that certain tract of land situate in Fsri Paumbor+o TowmMp, Cumberland County, Pennsylvania, more p"culatly bounded and described as follows: BEGINNING at a point an the eastern right-of-way of Salt Road Realignment. said point bang on the centerline of an odstlnMg 20' sanitary sews atsemertt; thence, along said sewer centerline N 17° 15'30" W a distance of 70.96' to a point; thence, by name N 04°10'00" E a distance of 130.24' to a point; them, along tends now or formerly of West Share First Assaably of God S 67054*4l" W a distance of 116.45' to a point on the oastern right-of-wiiy liiie_of Salt Road R?afigtutunt: thence, along said right-of-ww. link S }'_ 22°05' 19" E a distance of 113.65' to a point; thence, by same N 67°54'41" G a distance of 5.00' to a point; thence, by same 5 22'05'19" E a distance of 113.65' to a point; thence, by same N 67°34'41" E a distance of 47.86' to a point, the place of BEGINNING. Containing: 13618 sq. ft. (0.31 sans) WIN a t Wy ••••?•I'y ? . , l' ti ••,' .? lik 14 gtr • it ? , , ?. ;, ,k ? ,??` ? .. all CID ?_,,, EXHIBIT A ?" ;? Y! •• ?M ? 4 ? ; fi 1 • 1' • ••?.+•F: • ,y'?: ?.dC• 1\" r•'1?,5 . S ? • v ; LX t J ? ?y •ial'w r.. VA ?+ ? } M?'rl 1l;+ : /-, : rte, • s ' aa•? _ tia.y.: ?•? ,. ? „? . •K ,•• nom/ • •!' P \•,. •+1 ? . \ ?.: 11• : ?, ,•a. 1 ? •:. Via, •• .rh ?!, • ?' ? ?' y? ,? • .• .y w..K+ ? • ?. ?.!•i •a ,? ? M ' ? • Y ,mow ? j .80 st. + 'I . '? .' •?•.. it t J-I -fax let ' ' •+t??I./ 3' '=.+r f 4? \ f , •y\. 'ti J. £ ,? •? 1f ,?t i,S.i????=:?:}S}.? !? ? r?•!i?•• . 4w IF HIBIT A t'c i?;';tia` ?• d•'bG.sa a ......??.*?•?"'.. _• ty dlblrsrlmoviemerAse EXHIBIT B OWNER'S WORK Executed with Lease dated , 1997, between William F. Rothman, Charles F. Schubert & Samuel L. Reed, Co-Partners, t/d/b/a Rothman, Schubert & Reed, a Pennsylvania General Partnership, as Owner and Movie Merchants, Inc., as Tenant. Owner agrees, at its expense, to deliver the Leased Premises to Tenant with the following work set forth below. Owner has not agreed to perform any other work in the premises, and all other work necessary to complete the Leased Premises shall be done at Tenant's sole cost and expense. Owner shall provided Tenant with a "pure vanilla box" which shall include the following work/construction to the Leased Premises: 1. Four (4) walls, 1/2" dry-walled and primed. 2. 2x4 grid ceiling with fluorescent lighting through out. 3. HVAC--heated and cooled with roof top units, gas fired heat, and electric cooling. Cooling based on one (1) ton per 350 square feet.. 4. One (1) bathroom (unisex.) with standard plumbing in compliance with ADA. 5. One (1) hot water heater for bathroom only. 6. 200 amp electrical service with miscellaneous receptacles through out as required by Code. 7. Concrete flooring, 4" thick, 3000 psi. 8. .Mass front, all windows and maintenance doors to be aluminum as manufactured by I,awaneer or equivalent. 9. Water, sewer and gas to be supplied at rear of property. Tenant shall be responsible for build-out, floor covering, additional plumbing and additional hot water heater to service the Leased Premises and such other work necessary to complete the Leased Premises all at Tenant's sole cost and expense and not without Owner's approval. etalksrlnrovWW.iSe EXHIBIT C RULES AND REGULATIONS Tenant shall at all times durihg the term of the Lease: 1. Observe all traffic regulations. including posted speed restrictions and warnings and stop signs. Owner shall have the right of enforcing these regulations and of prohibiting use of access streets, service driveways and parking areas to violators. 2. Not permit smoking in the Leased Premises. 3. Use. maintain and occupy the Leased Premises in a careful, safe. proper and lawful manner. keep the Leased premises and its appurtenances, including adjoining areas and sidewalks, in a clean and safe condition. 4. Keep all glass in the doors and windows of the Leased Premises clean. 5. Not, without prior written consent of the Owner, place, maintain or sell any merchandise in any vestibule or entry to the Leased Premises, on the sidewalks adjacent to the premises, or elsewhere on the outside of the Leased Premises. 6. Keep the Leased Premises clean, orderly and. in sanitary condition, free of insects, rodents, vermin and other pests. and if by reason of any infestation of the Leased Premises by insects, rodents, vermin or other pests, any other store in the Shopping Center becomes infested by any such condition, Tenant shall be responsible for exterminating any such condition in other infested stores. 7. Not permit undue accumulations of garbage, trash. rubbish and other refuse in or around the Leased Premises, keep refuse in closed containers within the interior of the premises or a designated dumpster until removed, and arrange for regular.removal of refuse at its expense. 8. Not use. permit or suffer the use of any apparatus or instruments for musical or other sound reproduction or transmission in such manner that Qne sound emanating therefrom or caused thereby shall be audible beyond the interior of the Leased Premises. 9. Not load or unload fixtures or merchandise from any premises entrance except the rear delivery entrance. 10. Light the show windows and exterior signs of the promises to the extent that Owner may from time to time require. 11. Keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the confines of the Leased Premises. 12. Not cause or permit objectionable odors to emanate or be dispelled from the premises. 13. Not overload the floors.or electrical wiring and not install any additional electrical wiring or plumbing without Owner's prior written consent. 14. Not use show windows in the Leased Premises for any purpose other than display of merchandise for sale in a neat and attractive manner. It is expressly acknowledged that the Tenant may utilize "chase fights" in the front windows of the Leased Premises. 15. Not conduct, permit or suif?r any public or:private auction sate to be conducted on or from the Leased Premises. MVsrVnoviemrr tse 16. Not solicit business in the common areas of the Shopping center or distribute hand bills or other advertising materials in the common areas, and if this provision is violated Tenant shall pay Owner the cost of collecting same from the common areas for trash disposal. 17. Automobiles belonging to Tenant, its employees and invitees, shall be parked only in the areas that may be designated by Owner subject to the provisions of this Lease. 18. Doors in the Leased Premises shall not be covered or obstructed by Tenant. 19. Water closets and other plumbing shall be used for no other purpose than those for which they were intended and no sweepings, rubbish, rags, or improper articles and materials shall be thrown therein. It is recognized by the parties that chemicals, paints and thinners are especially injurious to the functioning of the property's sewage disposal system and, without limitation, shall not be disposed of in such sewage system. 20. No signs. advertisements or notices of any kind shall be painted or affixed to any part of the outside of the Leased Premises without the prior written permission of Owner. 21. No person of disorderly character will be allowed to frequent or remain on or about the Leased Premises. 22. No nuisance. public or private, shall be created or permitted in the demised premises and the Leased Premises shall be conducted so as that no annoyance is caused to Owner, Owners's employees or other tenants of the Owner. It is recognized that the Leased Premises are part of a Shopping Center in which numermlenants are located and that absolute supervision of the use of the Leased Premises is necessary in order to officially maintain and operate an entire Shopping Center, and the parties therefore agree that the Owner shall have the exclusive and sole right of determining as to what constitutes a nuisanees'and that its determination shall be binding and absolute. 23. Upon termination of the Lease, doors and windows of the building shall be left securely fastened and the keys to the leased premises shall be delivered to the Owner. 24. Tenant's fire fighting and prevention apparatus shall be adequate and sufficient and shall be kept. in proper working condition and accessible at all times so as to conform to all applicable laws, ordinances and regulations. IN WTITTF.SS WHEREOF, the parties set forth-theirs hands this f9fday of 1997. WITNESS: OWNER- ` Rothman, Schubert & Reed, a Pennsylvania General Partnership By. (SEAL) Samuel L. Real, Attorney-in-Fact umvwt to Power of Attorney dated August 21, 1996, and recorded in Misc. Book 528, Page 480. WITNESS: IMlit A IJT- By: EXHIBIT "B" i Sep 12. 2005 11:30AM CE,n_9R SHOPPING 151F"676487 p 4_. EXHIBIT "C" r o a a °L' N 1(7 N r N O c m io E - CL 0 h- _a C m m ca U 0 0 N ... O t N a O 7 o, m -' Q X00 b' CIO az o m v U) a 1L- pc ?`p Q O C 0 W N 4 U U U o C, m 7 ? 0 o m $' z 4 U U U c = m m N ? O < U 0 W C 3 U m T N . o O m 0 m J J J -?ji J J J J J r Q Q Q 4 Q Q Q Q Q C pr- O f0 f0 m r ?0p1 O a r Of O M ?p N Ol Ol Ol Oa ? ? ? r N NN °? CAD O ? l°f7 ?Qj Ol ^ na Q ? p °~f ? pnp?? prpy? pppp???? OpOp???? O O Go C~O O M M M M SM O 0 0 0 0 0 0 0 0000 - 000 0 0 8 O rn V t0 <O t0 r O O N??? N O M O? 1p O 0 f f ? O co C i N N O) Ol O m m m 0 ?0) °f Ol m N O{ pl a0 t0 14 ( tq tCC0 T N to r O tmf Ot0 a0 r C W t? n r- n n W o `11° co aNO © co CO n? rl n r 000 ti W ap $ 888°o °o SBg°o o° o p M- p n M M fh 8 M M M M M N t`nrl r- n Nr- t, , V rn°o?i8rn$?i°o 8 v . 1, 0 6 L6 S W M a0 S 00 r O 1- M 1i N O ". W ppc U O z z C7 C7 t9 (7 C7 (7 (7 C7 m . . ?. >. 2 c >. T 2 W 0 a P ccx??=c_C??=cCx??c(=?,?__ aQaQQQ aO °aaaaa t?s't gt4tiOf 00 OO0 O E 0 O pp U U N Q Q Q Q Q Q Q Q L U U U U U U n UUUUUUVazaUVUUUVUUUU E ??EE?EE??EEE?`-° a`?i a"imwmmmmmm'm?ayim? 0 x x x xx x x? W U) X 10 W W 2 :°. r B :° m U m E U a s a s m m m m s B B B I .9zy zccim0 zm m mm? r tl1 N Vl N W Iq N N M 40 ? ? a G? m m m m t0 m m m m m m m m? E- E °? W mm m w ro- m w A m is c m y m o to N ea m m m o `? m m m m? m a U ?cxnU ?-v?vx?vx?cnvX?cnvX?txn?XncXnv??Xn>X- W?zKF- F-1-F-i- :W W 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ? 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 b O O O m .=r.=?NNNNNNNNNNNNNN NN 2 r r r r r r r r r r r r r r r r r r r r O U. M M M M M M M M M M M M M M M M M M M M wrno?rnrnrnrno>rno?o>rnrnwwa?rnrno?rn r r r r r r r r r r r r r r. m p pO 8 8 8 8OOO O 8 8 0 0 0 8 S S S cc cm LO CMD La 0Ul) m O CD O CO CO CMO CO 0 CLO 0 o O 0 00 to M N N N N N N N N N N N N N N N N N N N N r r r r r r r r r r r r r r ?- r r r r r ml O N m q N S 8 (O O CND O R a c O O ? (0 Im LO N S I r _ m m f` r IN (NO dO p 00 9 c W 8°oOOg$O00 41 o o o c c o o 0 cl w S O O O O O O O 0 0 0 0 0 0 0 0 U ro m V z S S S S S S S O 0000000 O r V 58888 N °M OO °?8a h Cl) V N O r r • ~ N 0 co 0Oa"'oco8v m c a; Co cA O Ld N m R O O CO n ? CO r (6 r l{j M to S (C'34) 8 8 Oft 00 00 v o(00LO ccoom ? 00 o r. O 00 2 ayi w umi E f" c Q? - m C W d LJ m U, W W « W ?j Es Z Z N N a' 'c E ? ? umi m 'c ° fq z H ?UZ?OO0 Q U N } z N }? U W??D:~!- EXHIBIT "D" SI RLIN GALLOGLY & LESSER A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 'ON C. SIRLIN TIMOTHY A. GALLOGLY PETER A. LESSER IOHN D. BENSON SUSAN I. KUPERSMITH *+ DANA S. PLON * DOROTHY ANNE HAMILL * LISA M. RUTENBERG *** JERRY 1. DREW ** KIERSTIN M. LANCE ADAM NACHMAN] * ' COUNSEL •PA b NI BAR •• PA ! NY BAR •!PA.NI a MD PERSONAL & CONFIDENTIAL Patricia S. Greensberg, President Movie Merchants Inc. 48 Central Boulevard Camp Hill, PA 17011-4211 November 12, 2010 Re: Cedar-Pennsboro LLC - Movie Merchants Inc. DEFAULT NOTICE - Pennsboro Commons Our File No. 17478 Dear Ms. Greenberg: PENNSYLVANIA OFFICE 123 SOUTH BROAD STREET SUITE 2100 PHILADELPHIA, PA 19109 (215) 864-9700 FAX (215) 864-9669 NEW JESEY OFFICE 102 BROWNING LANE BUILDING C CHERRY HILL, NJ 08003 (856) 616-1900 FAX (856) 216-7459 Please be advised of our representation of the Landlord at the Pennsboro Commons Shopping Center. I have been advised by my client that Movie Merchants Inc. (" Tenant") is in default of the Lease dated July 29, 1997 for failing to pay rent and proper charges through the date hereof in the amount of $74,616.11. This letter will serve as formal notice of default pursuant to Section 18.01 of the Lease. Unless the arrearage plus legal fees in the current amount of $750.00 is paid in full within ten (10) days from the date of this letter, I have been instructed to commence appropriate legal action against Tenant without further notice or delay. Judgment by Confession will be entered in the Court of Common Pleas seeking money damages in the principal amount of the debt plus interest, costs, late fees, accelerated rent through the remainder of the Lease term and additional attorney' s fees. Execution will commence pursuant to the law. SIRLIN GALLOGLY 8 LESSER, P.C. Please avoid the expense and inconvenience of litigation and execution by making immediate payment and by contacting me to discuss this matter. Sincerely, Peter A. Lesser PAL/dp Via Certified and Regular Mail cc: Brenda Walker