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HomeMy WebLinkAbout12-6090+F ~ Pry !.'~ . ~~ ~~~ Gn a ,~ e~~~~~~f~p ~ J ~'~S r~v~r°iAt~ rr BARLEYSNYDER Shawn M. Long, Esquire Court I.D. No. 83774 126 East King Street Lancaster, PA 17602 (717) 299-5201 Attorneys for Plaintiff The Bon-Ton De~rtment Stores, Inc. THE BON-TON DEPARTMENT STORES, INC., v. Plaintiff G. G. CAMP HILL 2000, L.P., GLIMCHER VENTURE HOLDINGS, INC., GS CAMP HILL LP and CAMP HILL GS LLC, Defendants COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW ~o ~~~c~ NOTICE TO DEFEND Pursuant to PA RCP No. 1018.1 YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment maybe entered against you by the Court without further notice to you for any money claimed in the Complaint or for any other claim or relief requested by Plaintiff(s). You may lose money or property orO other rights important to you. Q.~~~~, ~SpC~ Q~ 3690385-1 C~ u3ai~a ~~ a ~~sv~ 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. Cumberland County Bar Association 32 S. Bedford St. Carlisle, PA 17013 Telephone: (717) 249-3166 Effective September 1, 2003 3690385-1 BARLEYSNYDER Shawn M. Long, Esquire Court I.D. No. 83774 126 East King Street Lancaster, PA 17602 (717) 299-5201 Attorneys for Plaintiff The Bon-Ton Department Stores, Inc. THE BON-TON DEPARTMENT STORES, INC., Plainti, fJ' v. G. G. CAMP HILL 2000, L.P., GLIMCHER VENTURE HOLDINGS, INC., GS CAMP HILL LP and CAMP HILL GS LLC, Defendants COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW No. AVISO PARR DEFENDER Conforme a RCP No. 1018,1 del PA LE HAN DEMANDADO EN CORTE. Si usted desea defender contra las demandas dispuestas en las paginas siguientes, usted debe tomar la acci6n en el plazo de veinte (20) dias despues de esta queja y el aviso es servido, incorporando un aspecto escrito personalmente o por el abogado y archivando en escribir con la corte sus defensas u objeciones a las demandas dispuestas contra usted. Le advierten que si usted no puede hacer asi que el caso puede proceder sin usted y un juicio se puede incorporar contra usted por la corte sin aviso adicional a usted pars cualquier dinero demandado en la queja o pars cualquier otra demands o relevacion pedida por Plaintiff(s). Usted puede perder el dinero o la caracteristica u otra endereza importante a usted. 3690385-1 USTED DEBE LLEVAR ESTE PAPEL SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE Un ABOGADO, VAYA A O LLAME POR TELEFONO La OFICINA DISPUESTA ABAJO. ESTA OFICINA PUEDE PROVEER De USTED La INFORMACION SOBRE EMPLEAR A un ABOGADO. SI USTED NO PUEDE PERMITIRSE AL HIRE A un ABOGADO, ESTA OFICINA PUEDE PODER PROVEER DE USTED LA INFORMACION SOBRE LAS AGENCIAS QUE LOS SERVICIOS JURIDICOS de la OFERTA de MAYO A LAS PERSONAS ELEGIBLES EN Un HONORARIO REDUCIDO O NINGUN HONORARIO. Cumberland County Bar Association 32 S. Bedford St. Carlisle, PA 17013 Telephone: (717) 249-3166 Efectivo 1 de Septiembre, 2003 Queja 3690385-1 BARLEYSNYDER Shawn M. Long, Esquire Court I.D. No. 83774 126 East King Street Lancaster, PA 17602 (717) 299-5201 Attorneys for Plaintiff The Bon-Ton Department Stores, Inc. THE BON-TON DEPARTMENT STORES, INC., v. Plaintiff G. G. CAMP HILL 2000, L.P., GLIMCHER VENTURE HOLDINGS, INC., GS CAMP HILL LP and CAMP HILL GS LLC, Defendants COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW o ~a-41~a61s^~ COMPLAINT 1. Plaintiff, The Bon-Ton Department Stores, Inc. ("Bon-Ton"), is a Pennsylvania corporation with a place of business at 2801 East Market Street, York, Pennsylvania 17402. 2. Defendant, G. G. Camp Hi112000, L.P., is, upon information and belief, a Pennsylvania limited partnership, with a place of business at c/o Glimcher Group, 1 Mellon Bank Center, 500 Grant Street, Suite 2000, Pittsburgh, Pennsylvania 15219. 3. Defendant, Glimcher Venture Holdings, Inc., is, upon information and belief, a Pennsylvania corporation, with a place of business at c/o Glimcher Group, 1 Mellon Bank Center, 500 Grant Street, Suite 2000, Pittsburgh, Pennsylvania 15219; and was, at all relevant times, the general partner of G. G. Camp Hi112000, L.P. 4. Defendant, GS Camp Hill LP, is, upon information and belief, a Delaware limited partnership, with a place of business at 3139 North Lincoln, Suite 212, Chicago, Illinois 3690385-1 60657. 5. Defendant, Camp Hill GS LLC, is, upon information and belief, a Delaware limited liability company, with a place of business at 3139 North Lincoln, Suite 212, Chicago, Illinois 60657; and was, at all relevant times, the general partner of GS Camp Hill LP. 6. At all relevant times, Bon-Ton was and is the record owner of the real property located at and known as Condominium Unit No. 2, Capital City Commons, Lower Allen Township, Cumberland County, Pennsylvania (the "Premises"). 7. On or about October 20, 2000, Bon-Ton entered into a Lease Agreement ("Lease") for an initial term of twenty (ZO) years with G. G. Camp Hi112000, L.P. by its general partner Glimcher Venture Holdings, Inc. (together, "GG Defendants") with respect to the Premises. A true and correct copy of the Lease is attached hereto as Exhibit "A" and incorporated by reference. On or about March 3, 2004, GG Defendants entered into a Lease Assignment and Assumption of Lease (the "Assignment") with GS Camp Hill LP by its general partner Camp Hill GS LLC (together, "GS Defendants"). A true and correct copy of the Assignment is attached hereto as Exhibit "B" and incorporated by reference. 9. Under the Assignment, GG Defendants assigned to GS Defendants all of GG Defendants' right, title, and interest in and to the Lease, and GS Defendants assumed the Lease and all of the rights, liabilities and obligations under the Lease. Exhibit B, ~ 2-3. 10. Under the Assignment, notwithstanding any other term or condition of the Assignment, in no event shall the Assignment be deemed a release of GG Defendants' liability under the Lease. Exhibit B, ¶ 8. 11. Under the Lease, any assignee of GG Defendants legally binds itself to pay the 3690385-1 2 minimum annual rent and all additional chazges due under the Lease and to observe and perform all of the other terms, conditions and provisions of the Lease on the part of Tenant (as defined under the Lease) to be observed and performed. Exhibit A, ¶ 17.3. 12. Under the Lease, neither GG Defendants, as the original Tenant under the Lease, nor any subsequent Tenant whose interest is assigned or divested shall be relieved of liability under the Lease other than by an express release from liability executed in writing by Bon-Ton, which release Bon-Ton shall be under no duty or obligation to execute. Exhibit A, ¶ 17.4. 13. Bon-Ton has not executed any express release in writing with respect to GG Defendants or GS Defendants, and both GG Defendants and GS Defendants remain liable under the Lease. 14. GG Defendants and GS Defendants (collectively, "Defendants") aze in default under the Lease for failing to make payments for rent and other chazges due and owing under the Lease for the months of October 2011 and thereafter. 15. Defendants are in default under the Lease for their and their subtenant's abandoning the Premises in 2011. 16. By letter dated April 30, 2012, Bon-Ton provided Defendants with written notice of Defendants' defaults under the Lease and a demand for payment. A true and correct copy of the Apri130, 20121etter is attached hereto as Exhibit "C," and incorporated herein by reference. 17. To date, Defendants have failed to pay Bon-Ton the amounts owed under the Lease. 18. Under the Lease, Defendants shall continue to pay all minimum annual rent and all other charges due under the Lease up to and including, without limitation, the date of the 3690385-I beginning of payment of rent by any subsequent tenant of part or all of the Premises, and thereafter Defendants shall pay monthly during the remainder of the Term the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants and the minimum annual rent and other charges reserved in the Lease. Exhibit A, ¶ 19.2(d). 19. As of September 19, 2012, the amount of rent and additional chazges due under the Lease is $237,005.40, as shown by Bon-Ton's statement of outstanding chazges, a true and correct copy of which is attached hereto as Exhibit "D" and incorporated by reference, plus continuing chazges in the current amount of $12,806.70 per month until the date that rent commences for a subsequent tenant of the Premises or the termination of the Term of the Lease, whichever occurs first. WHEREFORE, Plaintiff, The Bon-Ton Department Stores, Inc., demands judgment against Defendants, G. G. Camp Hill 2000, L.P., Glimcher Venture Holdings, Inc., GS Camp Hill LP, and Camp Hill GS LLC, in the amount of $237,005.40, plus continuing rent and other charges as they become due under the Lease, plus interest, fees, costs, and expenses, to include reasonable attorneys' fees. BARLEY Date: ~ 1 Z By~ Shawn M. Long, Esquire Court I.D. No. 83774 Attorneys for Plaintiff The Bon-Ton Department 126 East King Street Lancaster, PA 17602 (717) 299-5201 Inc. 3690385-1 4 VERIFICATION I, J. Gregory Yawman, verify that I am Vice President -General Counsel & Secretary of The Bon-Ton Department Stores, Inc., that as such I am authorized to execute this verification on its behalf and that the facts set forth in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. To the extent that any of the averments in the foregoing document are based upon the understanding or application of law, I have relied upon counsel in making this Verification. This Verification is made subject to the penalties of 18 Pa. C.S. §4904, relating to unsworn falsification to authorities. Dated: September 21, 2012 ~--~ 3690385-1 Ezhibit "A" 1/27/00 6/19/00 6/23/00 7/28/00 8/07/00 8/16/00 9/15/00 LEASE BETWEEN THE BON-TON DEPARTMENT STORES, INC. and G. G. CAMP HILL 2000, L.P. For Premises In Capital City Cozpmons INDEX TO LEASE ...............1 Article 1 - Definitions ................................. .............1 1.1 Defined Terms .. ........................... .. ............3 Article 2 - The Premises ................................ ... .... ......3 2.1 The Premises.. .......................... .... .. ......... .4 2.2 Common Area Easements ....................... .... Article 3 - Term and Options ............................ - ..............•.9 .... ...............4 3.1 Term ..................... ............. .. ....................... Extend t ...............4 3.2 .. o Options . ...............5 Article 4 - Rent ............................. " " " " Article 5 Landlord's Construction Obligations ......... ...............6 i 5 Construction Outside the Premises....•••••••••••••••••• " " 6 . 5.2 Delivery of Possession of the Premises ........:::::::::::::? 5.3 Tenant Payment ............................. ... Article 6 Construction of Tenant's Building .......... ................7 6.1 Plans and Specifications ................... ................7 .......8 6.2 ........ Building Permit ............................. Coma-encement of Construction of Tenant's Improvements::::::a 6.3 6 q Quality of Construction .................... ...:: 8 , 6.5 Landlord's Inspection Rights ............... ... ......8 6 6 Builders Risk Insurance .................... .......... . 7 6 Landlord's Right of Recapture Fos Failure 9 . to Complete Construction ............. ................ 9 6.8 Certification of Floor Area ................ ................ Article 7 - Real Estate Taxes .......................... ...............10 7.1 Real Estate Taxes Defined .................. ...............10 ......11 7 2 Right to Contest ........................... ......... 11 . 7,3 Real Estate Taxes Payable by Tenant ........ ...... ......... Article 8 - Use of the Premises ....... ............... ...............32 8.1 ....... .. Covenant to Open.. ............... ...............12 12 8.2 Change of Use of the Premises ............. ... •••••••• " " ' ..13 . 8.3 Exclusive Use ............................. ............. 14 8.4 Intentionally Deleted ..................... .. ..........•••' 14 ... 8.5 Prohibited Uses ........................... ............ Article 8A - Hazardous Materials ....................... ................15 SA.1 Definition of Hazardous Materials ......... ................15 6 gA 2 Restrictions Against Hazardous Materials .. ..............::i , BA.3 Indemnification re: Hazardous Materials ... .............. Article 9 Operation of the Common Areas and_the Shop ping Center.....16 9.1 Operation of Common Areas ................. ................17 ..18 9.2 Minimum Parking ........................... .............. 18 9.3 Parking Area Illumination ................. ................ . 19 9.4 No Obstructions ........................... . .............. 19 9.5 Employee Parking .......................... ................ 20 9.6 Freestanding Signs ......... .............. ~ ................ 20 9.7 Common Areas Maintenance Charge ........... ....... ......... 24 9.8 Restrictions on Development :.............. ................ 26 9_g Operation of the Shopping Center .......... ................ .....27 Article 10 Utilities.. ................... - "'•"""" ........... .....28 Article 11 Maintenance.. .................. - " " " " " ' ........... 11.1 Standard of Quality ...................... .................28 26 11.2 Required Maintenance Work..• ............. ................. .........28 11.3 Alterations .............................. ........ 29 11.4 Occupant's Equipment ..................... ................. ....29 11.5 Demolition ............................... ............. 30 11.6 Permits, Licenses, Approvals ............. ................. ....31 11.7 11•g Liens ................................................ Ownership and Surrender of Tenant's Improvements..........31 e:\Sa\camphillgrlse i Article 12 - Title Matters .............................................32 12.1 Landlord's Representations.... .. •32 12.2 Breach of Covenant of Quiet Enjoyment .....................32 Article 13 - Insurance .................................................33 13.1 Tenant's Insurance .............................. ,33 13.2 Form of Policies and Additional Re4uirements ..............33 13.3 Waiver of Subrogation ................ .35 13.4 Landlord's Insurance ........................~...~~~~~~••~.35 13.5 Increase of Premiums ......................................35 Article 14 - Indemnities and Waivers ...................................36 14.1 Definitions ........................................ .36 14.2 Indemnities ........................... ...... 36 14.3 Waivers......... ..........................37 14.4 Scope of Indemnities and Waivers...... .38 14.5 Survival.. ...........................................39 14.6 Duty to Defend ............................................39• Article 15 - Damage and Destruction ....................................39 15.1 Notice ................................... .39 15.2 Restoration ............... ~~~~~~~~~~~~~~~~ .................................39 Article 16 - Condemnation ............ ................................40 16.1 Premises/Ingress and Egress ................... .90 16.2 Restoration of Parking Areas..... •.41 16.3 Parking Areas ......................... ................ .............. .41 16.4 Termination ............................... ••'••.41 16.5 Temporary Taking ..........................................42 Article 17 - Assignment and Subletting ...............................43 17.1 Restriction Against Subletting ............................43 17.2 Non-Disturbance of Subleasee ..............................43 17.3 Assignment ........................... .44 17.4 Assignee's Liability ......................................45 Article 18 - Leasehold Mort age ...... ..............................45 18.i No Landlord Subordination....... .45 18.2 Tenant's Right to Grant Leasehold Mortgage ................45 18.3 Notice to Leasehold Mortgagee .............. ...............45 18.9 New Lease to Leasehold Mortgagee ................ ..........96 18.5 Landlord's Agreement to Forbear ...........................46 18.6 Assumption Agreement ......................................47 Article 19 - Default ...................................................48 19.1 Event of Default .............. .48 19.2 Remedies.. ............................49 19.3 Tenant's Right to.Cure.Landlord's Default .................51 Article 20 - Transfer of Landlord's Interest ...........................52 Article 21 - The Condominium Documents .................................52 21.1 Lease Subject to Condominium Documents ....................52 21.2 Landlord's Obligations ....................................53 Article 22 - General ...................................................54 22.1 Remedies Cumulative 22.2 ......... ............... Applicable Law ..... . S4 22.3 . ..................... ............... . Notices ... 54 22.4 ............................. ......... . Surrender..... 54 22.5 ....................... . No Third Party.Beneficiary ....... 55 22.6 ........ . No Joint Venture... 55 22.7 ....... . ..............................' No Broker........ 55 22.8 ... . Waiver of Performance by Either Party...... ......... 55 56 22.9 ..... Interpretation ....... 22.10 ....... ............................. . Lease Binding on Successors 56 22.11 ........ ............... Memorandum of Lease/Transfer Tax 56 22.12 ...... ~~~~~~~ " " " " '•••• Unavoidable Delays.......... 56 22.23 . ~~•~~•~•~~~•~•••~~• " " " •••• Partial Invalidity........ 57 22.19 .. ............................ Estoppel Certificates 57 ..................................... 57 e=\Sa\camphillgrlse ii Exhibit A Landlord Parcel Exhibit B Site Plan Exhibit C Condominium Plat Exhibit D Scope of Wozk - Exterior Renovation of The Bon-Ton Store Building Exhibit E Phasing Schedule for Performance of Landlord's Work Exhibit E-1 Phasing Plan Exhibit E Permitted Encumbrances Exhibit G Plans and Specifications for Tenant's Building Exhibit H Lease Between Tenant and Borders e:\Sa\camphillgrlse iii Lease Setaaen The Boa-Toa,Department Stores, Ine. Aad G. G. Camp Hill, L.P. Lease dated October aZD 2000 between The Bon-Ton Department Stones, Inc., a Pennsylvania corporation having its principal office at 2801 East Market Street, York, Pennsylvania ("Landlord"') and G. G. Camp Hill, L.P., a Pennsylvania limited partnership having its pzincipal office at 1 Mellon Bank Center, 500 Grant Street, Suite 2000, Pittsburgh, PA 15219 (°Tenant"). WHEREAS, Landlord is the owner of certain real estate located in Lower Allen Township, Cumberland County, Pennsylvania, as more specifically described in Exhibit A attached hereto ("Landlord Parcel") and shown on the Site Plan attached hereto as Exhibit 8. In connection with Landlord's redevelopment of the Landlord Parcel, Landlord will cause a declaration of condominium ("Declaration") to be filed with the appropriate public offices puzsuant to which the Landlord Parcel will be divided into condominium units '(°Condominium Units"). (The Declaration and any and all other documents evidencing or governing the Condominium Units, including, without limitation, the Bylaws, are hereinafter referred to as the "Condominium Documents.") The Capital City Coamwns Condominium Association ("Condominium Association"} shall be the entity responsible for the governance of the Condominium Units. The location and configuration of the existing Condominium Units are depicted in the condominium plat attached hereto as Exhibit C (as the same may hereinafter be amended the "Condominium Plat"). NOW THEREFORE, in consideration of the mutual obligations hereinafter provided, Landlord and Tenant agree as follows: Article 1 - Defined Terms 1.1 Defined Terms. The following terms for purposes of this Lease shall have the meanings hereinafter specified: (a) °Applicable Laws" shall mean any applicable laws, statutes, ordinances, standards, rules, regulations, orders or judgments of any governmental body or agency in existence on the date of this Lease or enacted, promulgated or issued thereafter. (b) "Borders" shall mean Borders, Inc. or any Related Corporation of Borders, Inc. (c) "Common Areas" shall mean the "Common Elements" and "Limited Common Elements" as defined and described in the Condominium Documents, which include the parking areas and on-site circulation {including but not limited to ingress and egress driveways, aisles and building circulation drives), parking area lighting, sidewalks and landscaped areas, utility and sewer lines and systems, and other facilities and service areas provided for the use, in common, of tenants or occupants of the Landlord Parcel and their invitees, whether or not shown on~ the Site Plan, and any additions thereto or enlargements thereof, which are located on the Landlord Parcel. (d) "Event of Default" shall have the meaning given to it in Section 19.1. (e} °Fioor Area shall mean the number of square feet within any improvements constructed upon the Landlord Parcel, measuring from the exterior face of any exterior wail and from the center line of any demising wall. (f) uInitial Term" shall have the meaning given to it in Section 3.1. (q) Institutional Lender shall mean a savings bank, a savings and loan association, a commercial bank or trust company, an insurance company, a private four-year college or university, or a welfare, pension or retirement fund or system of a state or municipality or of a corporation whose shares are listed on a national securities exchange, or any other entity regularly making commercial mortgage loans; provided, in each case, such entity is authorized to do business in the Commonwealth of Pennsylvania and is subject to the jurisdiction of the courts of such state in any action. (h) "Interest Rate" shall have the meaning given to it in Section 5.3. (i) ~Landlord° shall mean and include, at any given time and subject to the provisions of Article 20 hereof, Landlord herein named and each successor to or assignee of any interest of Landlord herein named. (j} Landlord Parcel" shall mean the premises described in Exhibit A and ali Condominium Units created thereon. (k) °Lease YearN shall mean the period from February 1 of each year to and including January 31 of the succeeding calendar year. The period from the date of this Lease to the January 31 next following shall be a "Partial Lease Year . (1) "Premises" shall have the meaning given to it in Section 2.1. (m) ^Related Corporation shall mean a corporation, partnership, individual or other business entity which, directly or indirectly, controls,. is controlled by, or is under common control with, another corporation, partnership, individual or other business entity. If more than fifty percent (50$) of the voting stock of a corporation or partnership interest 'of a partnership shall be owned by another corporation or partnership, individual or other business entity, the entity whose stock or partnership interest is so e:\Sa\camphillgrlse 2 owned shall be deemed to be controlled by the corporation, partnership, individual or business entity owning such stock or partnership interest. (n) "Rental Commencement Date" shall mean the earlier to occur of: (i) the date on which Tenant's Building is initially opened to the public for business; or (ii) January 1, 2001, provided however, that if Tenant is delayed in completion of Tenant's Building by Unavoidable Delays, such date shall be extended by the duration of such Unavoidable Delays. (o) "Tenant" shall mean the entity which executed this Lease as Tenant or, at any given time, any person, firm, corporation or other Legal entity to whom or to which Tenant's interest in this Lease shall be assigned pursuant to the terms of this Lease. (p) '"Tenant's Buildin shall mean the building to be erected on the Premises at the location shown on the. Site Plan as "Borders". (q) °Tenant's Improvements° shall have the meaning given to it in Sectioa 6.1. {r) "Term" shall mean the Initial Term, as same may be extended by any options to extend. (s) "The Bon-Ton Store Buildinv" shall mean the building erected on Condominium Unit PIo. 1 and designated on the Site Plan as "The Bon-Ton^'. (t) "Unavoidable Delays" shall mean delays due to strike, lockout, or other labor or industrial. disturbance (whether or not on the part of employees of either party hereto), civil disturbance, future valid order of any government, court or regulatory body claiming jurisdiction, act of the' • public enemy, riot, sabotage, blockade, embargo, failure or inability to secure materials or labor by reason of priority or similar regulation or order of any government or regulatory body, inability to obtain permits or approvals of government or regulatory bodies (so long as due diligence has been exercised to secure such permits or approvals), lightning, earthquake, fire, storm, hurricane, flood, washout, explosion, act of God or any cause whatsoever beyond the reasonable control of either party hereto whether or not similar to any of the causes hereinabove stated; provided, however, that, for purposes of this definition, the lack of funds, failure to pay money or inability to obtain financing shall not be deemed to be a cause beyond the control of either party. Article 2 - The Premises 2.1 The Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, Condominium Unit No. 2, as depicted on the Condominium e:\Sa\camphillgrlse 3 Plat and as more fully described in the Condominium Documents, inclusive of Tenant's Building and Tenant's Improvements to be constructed thereon (the °Premises"') in accordance with, and subject to, the terms and provisions of this Lease. 2.2 Common Rrea Easements. Subject to the terms of the Condominium Documents, Landlord also grants to Tenant, during the Term of this Lease, a non-exclusive, irrevocable easement, right and privilege for it and its customers, employees and invitees, to use the Common Areas in common with Landlord and the other tenants and occupants of the Landlord Parcel and their customers, employees and invitees, for parking, access and egress. Article 3 - Term and Options 3.1 Term. The initial term of this Lease shall commence on the date hereof and shall continue to and until the January 31 immediately succeeding the twentieth anniversary of the earlier of (a) November 1, 2001, or (b} the rent coumencement date pursuant to the sublease between Tenant and Borders (the "Initial Term"}. A copy of the sublease between Tenant and Borders is attached hereto as Exhibit H. when the expiration date of the Initial Term has been determined, Landlord and Tenant shall enter into an agreement setting forth such date. 3.2 Optio, ns to fixtend. Tenant shall have five successive options to extend the Term of this Lease, each for a separate additional period of five (5) Lease Years and each commencing on the date upon which the Term would otherwise expire. Each such extension shall be upon and subject to the same terms, covenants and conditions as those herein specified for the Initial Term except that Tenant may not again exercise any previously exercised option under this Section 3.2, and except as otherwise specifically provided in this Lease. If Tenant elects to exercise any of said options, it shall do so by giving Landlord notice of such election (a) at least 175 days before the end of the then current Term if Borders is the occupant of Tenant's Building at the time notice of election is given, or (b) at least 2b0 days before the end of the then current Term if Borders is not the occupant of Tenant's Building at the time notice of election is given. If Tenant gives such notice, the Term shall be automatically extended for the additional-period of years covered by the option so exercised without execution of an extension or renewal lease. If Tenant does not exercise any of said options within the time period hereinabove provided, such option shall nevertheless continue in full force and effect and shall not lapse until twenty (20) days after Tenant has received notice from Landlord that such period has expired and that e:\Sa~camphillgrlse 9 Landlord has not received such notice. Notwithstanding anything herein to the contrary, Tenant shall not have the right to exercise any of said options if at the time of exercise an Event of Default shall exist. Article 4 - Rent Commencing as of the Rental Commencement Date, Tenant shall pay Landlord an annual minimum rent at the rate of $135,000.00 to and until the end of the fifth full Lease Year of the Initial Term. During the second five Lease Years of the Initial Term annual minimum rent shall be at the rate of 5140,000.00, during the third five Lease Years of the Initial Term annual minimum rent shall be at the rate of $145,000.00, and during the balance of the Initial Term annual minimum rent shall be at the rate of $150,000.00. If Tenant shall exercise an option to extend the Term, annual minimum rent during each such extension shall be at the rate noted: First Option Term 5181,500.00 Second Option Term 199,650.00 Third Option Term 218,615.00 Fourth Option Term 241,576.00 The annual minimum rent during the Fifth Option Term shall be an amount equal to the greater of (i) $265,734.15, ar {ii) the Fair Market Rental Value of the Premises (as determined below). Landlord shall notify Tenant in writing of its determination of the Fair Market Rental Value of the Premises ("Landlord's Determination") within sixty (60) days of Tenant's election to extend the Term for the Fifth Option Term. Landlord's Determination shall be made by Landlord taking into consideration the rental rates of other building parcels in similar shopping centers and in similar demographic markets, which building parcels and shopping centers shall be of the same approximate character, quality, condition, and location, as adjusted to reflect pertinent differences between such other building parcels and shopping centers and the Premises and the Shopping Center. Landlord shall have the right to base Landlord's Determination upon the advice of a reputable, licensed appraiser. In the event that Tenant does not dispute Landlord`s Determination within thirty (30) days after Tenant's receipt of Landlord's notification thereof, then Landlord's Determination shall be final and binding. Tn the event Tenant disputes Landlord's Determination, Tenant shall notify Landlord within thirty (30) days of receiving Landlord's Determination of its election either to (i) revoke its election to extend the term of the Lease for the Fifth Option Term by giving Landlord written notice of such election, in which event the Lease shall terminate as of the end of the Fourth Option Term, or (ii) resolve the dispute by arbitration, in which event both parties shall submit the matter to arbitration not later than thirty (30) days after Landlord receives the notice e:\Sa\camphillgrlse 5 of Tenant's election to dispute such determination of Landlord, and the Fair Market Rental Value of the Premises shall be determined within sixty (60) days of such submission {or as soon thereafter as is reasonably possible) by a panel of three arbitrators under the Commercial Arbitration Rules of the American Arbitration Association, whose decision shall be based upon the same factors to have been taken into consideration by Landlord. The award rendered by the arbitrators shall be final, conclusive, binding and non-appealable. If the arbitrators shall determine the Fair Market Rental Value is less than Landlord's Determination, Landlord shall bear all costs of the arbitration proceeding and shall reimburse Tenant foz Tenant's attorneys and witness fees. If the arbitrators shall determine the Fair Market Rental Value is equal to or greater than Landlord's Determination, Tenant shall bear all costs of the arbitration proceeding and shall reimburse Landlord for Landlord's attorneys and witness fees. Annual minimum rent shall be paid in equal monthly installments in advance, on or before the first day of each calendar month of the Terra from and after the Rental Commencement Date. If such minimum rent shall be for a fraction of a month, the amount payable shall be a pro-rata share of a full month's rent (calculated on the basis of the actual number of days in such month). Article S - Landlord's Construction Obli ations 5.1 Construction Outside the Premises. Landlord covenants and agrees to erect, construct, repair, modify or otherwise complete or cause to be erected, constructed, repaired, modified or otherwise completed, at Landlord'•s sole cost and expense and without cost or expense to Tenant except as in this Lease provided, the following described improvements: (i) A parking area containing the number of parking spaces prescribed in Section 9.2, having a lighting system capable of providing the illumination prescribed in Section 9.3, served by an adequate drainage system, and paved with concrete or a bituminous or asphaltic wearing surface or sealed as noted on Exhibit E. Suitable striping, adequate directional markers, and landscaping of the Common Areas shall be provided. Each parking space shall comply with the requirements shown therefor on the Site Plan. (iiy Compaction of the Premises to not less than 95$ of the maximum dry density per modified proctor test (ASThID-1557-latest edition); (iii) Provision of all permanent utility services to a point within five {5) feet of Tenant's Building at the 'locations shown on the approved Final Plans and Specifications; e:\Sa\camphillgrlse 6 (iv) Renovation of the exterior of The Bon-Ton Store Building in accordance with the plans and specifications contained in Exhibit D attached hereto; and (v) Landscaping of the Landlord Parcel as shown on the Site Plan. Landlord's obligations under Section 5.1(iii) shall be completed prior to October 1, 2000, its obligations under Section 5.1(iv) shall be completed prior to the Rental Commencement Date, and its obligations under Section 5.1(i) and Section 5.1(v) shall be completed in phases as shown on Exhibit E. Landlord and Tenant confirm that Tenant performed the work designated to be performed by "Glimcher Group Contractor" on that certain Demolition Plan dated 2/21/00 prepared by David Miller Associates, Inc., last revised 5/15/00, and the work required under Paragraph 5.1(ii), that Tenant accepts all respoasibility for performance of said work, and that the Tenant Payment on completion of Phase I, as provided in Section 5.3, shall be reduced by $77,000 to reimburse Tenant for performance of said work. As noted in subsection (i) above and on Exhibit E, Landlord shall initially be obligated to seal, rather than pave, a portion of the parking area. Landlord further covenants that, within two {2) years after the Rental Commencement Date, it will pave, or cause to be paved, the portion of the parking area which was initially sealed. 5.2 Delivery of Possession of the Premises. Landlord and Tenant confirm that possession of the Premises was delivered to Tenant on May 19, 2000. 5.3 Tenant Payment. Tenant will, upon substantial completion by Landlord of each phase (as described on Exhibit E attached hereto} of its obligations pursuant to Section 5.1{i) and Section 5.1(v) as confirmed by certification by an officer of Landlord ("Completion Certification"), pay to Landlord the amount indicated on Exhibit E applicable to completion of such phase as Tenant's contribution toward the cost of site improvements made by Landlord. Teaant's payments shall be made within fifteen (15) days after its receipt of each Completion Certification. If Tenant shall fail to remit payment as in this Section 5.3 required, interest shall accrue thereon at 2~ above the prime rate as published by the Wall Street Journal, from time to time, (the "Interest Rate") and such failure shall be an Event of Default under this Lease. e:\5a\camphillgrlse 7 Article 6 - Construction of Tenant's 8uildinq 6.1 Plans and Specifications. Tenant has, prior to the date hereof, submitted to Landlord the plans and specifications listed on Exhibit G attached hereto and made a part hereof (the "Final Plans and Specifications"} for Tenant's Building (exclusive of any interior fit-out) and the adjacent sidewalks and landscaped areas ("Tenant's Improvements), which Final Plans and Specifications have been approved by Landlord. 6.2 8uildinq Permit. Tenant shall promptly apply to the appropriate authorities for a building permit to construct Tenant's Improvements. The application shall be prosecuted diligently and Landlord shall cooperate with Tenant in connection therewith, but at no expense to Landlord. 6.3 Commencement of Construction of Tenant's Improvements. Tenant shall commence construction of Tenant's Improvements after a building permit has been issued therefore, and shall prosecute completion of construction of Tenant's Improvements diligently, subject to Unavoidable Delays. 6.4 Quality of Construction a) Tenant shall cause each contractor that performs all or part of .the construction of Tenant's Improvements to take reasonable steps to minimize disruption of the normal use of the existing improvements on Landlord's Parcel and to take reasonable steps to prevent excessive dust, rubble, odors, and excessive or unnecessary noise, and any damage to the existing improvements on Landlord's Parcel caused by the construction of Tenant's Improvements. Tenant shall utilize as its construction staging area for construction of Tenant's Improvements only such area as is shown on the Site Plan, and Tenant shall protect such construction staging area in such manner as is customary and usual, provided Landlord shall have access thereto to perform such work as Landlord is required to perform under this Lease. b) Tenant shall promptly repair or replace any damage to the existing improvements on Landlord's Parcel caused by the construction of Tenant's Improvements. c) The construction of Tenant's Improvements shall be performed in accordance with the approved Final Plans and Specifications and all Applicable Laws and shall be performed in a good and workmanlike manner and in accordance with good construction practices. 6.5 Landlord's Inspection Ri hts Landlord shall have the right to enter upon the Premises to inspect, at reasonable times, the course of construction of Tenant's Imptovements. Any entry shall be subject to the supervision of Tenant and its construction contractors, shall be at Landlord's own risk, and shall be conducted with due regard for the construction e:\Sa\camphillgrise g activities being conducted. No entry by Landlord shall unreasonably interfere with the progress of the construction of Tenant's Improvements. 6.6 Builder's Risk Insurance. Tenant shall carzy builder's risk insurance on a completed value basis with respect to Tenant's Imp;ovements during the performance of construction of Tenant's Improvements. The builder's risk coverage shall conform to the requirements of Section 13.2. 6.7 Landlord's Right of Recapture for Failure to Complete Construction. If Tenant shall fail to complete construction of Tenant's Improvements within fourteen (14y months after delivery of possession of the Premises to Tenant in accordance with Section 5.2 (unless due to a condemnation, casualty or Unavoidable Delays}, Landlord shall thereafter have the right to terminate this Lease upon the terms and conditions set forth herein (the `Section 6.7 Recapture Ri ht"). Landlord may exercise the Section 6.7 Recapture Right following the expiration of such fourteen (14) month period by providing written notice to Tenant ("Landlord's Section 6.7 .Recapture Notice") of Landlord's election to exercise the Section 6.7 Recapture Right whereupon, subject to the conditions hereinafter set forth, this Lease shall terminate as of the date which is sixty {60) days after the date upon which Tenant receives Landlord's Section 6.7 Recapture Notice. Notwithstanding the foregoing, Landlord's Section 6.7 Recapture Right shall be null and void and this Lease shall continue in full force and effect if Tenant shall give written notice to Landlord within sixty (60) days after zeceipt of Landlord's Section 6.7 Recapture Notice that Tenant intends to complete construction of Tenant's Improvements, and Tenant, in fact, completes construction of Tenant's Improvements diligently thereafter. It is further agreed that if, on the date Tenant receives Landlord's Section 6.7 Recapture Notice, Tenant's interest in this Lease has been encumbered to secure financing of Tenant's Building and such financing requires Tenant make a prepayment premium in order to satisfy such financing, Tenant will, within fifteen (15} days of receipt of Landlord's Section 6.7 Recapture Notice, provide to Landlord copies of the documentation evidencing such financing together with a calculation of the amount of the prepayment premium due if Tenant were to then prepay such financing. Landlord's Section 6.7 Recapture Notice shall remain in full force and effect (a) if, within fifteen (15) days of Landlord's receipt of such information, Landlord gives Tenant a binding commitment to reimburse Tenant in an amount equal to such prepayment premium, or (b) if Tenant shall not provide Landlord the documentation required by the preceding paragraph within the time period specified. If Tenant provides such documentation within the time period specified and Landlord does not provide said binding commitment, e:\Sa\camphillgrlse 9 Landlord's Section 6.7 Recapture Notice shall be null and void and this Lease shall continue in full force and effect. 6.8 Certification of Floor Area. Within thirty (30) days after substantial completion of Tenant's Building, Tenant will furnish Landlord certification of an officer of Tenant as to the Floor Rrea of Tenant's Building. Landlord hereby certifies that the Floor Area of the existing improvements on the Landlord Parcel is 141,148 square feet. Promptly following the close of each Lease Year during which there shall have been any change in the Floor Area o€ the improvements on the Landlord Parcel, Landlord will furnish Tenant a certificate containing current figures for the Floor Area of Landlord Parcel, provided however, for the purposes of this Lease, Floor Area shall Eirst be considered as Floor Rrea effective on the date a certificate of occupancy is issued therefor. If Landlord or Tenant shall dispute any of the information set forth in any such certificate, Landlord and Tenant shall endeavor, through consultation with one another to resolve the matter or matters in dispute and if they are unable to do so the unresolved matter or matters shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association. Such arbitration shall be conducted by a single arbitrator acceptable to both Landlord and Tenant, or if the parties are unable to agree oa a single arbitrator, then each party shall select one arbitrator and the arbitrators so selected shall select a third arbitrator. The determination of the single arbitrator, or a majority of the three member panel, as the case may be, shall be conclusive and final. Article 7 - Real Estate Taxes 7.1 Real Estate Taxes Defined. As used in this Article 7, the following terms shall have the following meanings: (a) `"Taxes" shall mean all real estate taxes and assessments for public improvements or benefits which shall be assessed or levied against or upon the Premises or the Landlord Parcel for any fiscal tax year; provided, however, that as regards any assessment which under the laws then in force may be paid in installments there shall be included within the meaning of the term `Taxes with respect to any fiscal tax year only Lhe current annual installment for such fiscal tax year; and provided further that said term "Taxes" shall not be deemed to include any income, franchise, corporate, personal property, capital levy, capital stock, gross receipts, excess profits, revenue, estate, inheritance, gift, devolution or succession tax payable by Landlord, or any impact fees levied as o result of the development e:\Sa\camphillgrlse 10 of the Shopping Center. Except as otherwise provided, all other governmental impositions and charges which are generally acknowledged in the real estate industry as intended to serve as ad valorem real estate taxes shall be included within the definition of "Taxes". (b) "Taxes Applicable to the Premises" shall mean: (1) if the Premises are separately assessed, the aggregate of (x) the Taxes on the Premises; and (y) the Taxes on the land which constitutes the Landlord Parcel and all improvements on the Common Areas, as multiplied by a fraction having as a numerator the Floor Area of the Premises and having as a denominator the Floor Area on the Landlord Parcel. (2) if the Premises are not separately assessed, the Taxes on the Landlord Parcel and all improvements thereon, as multiplied by a fraction having as a numerator the Floor Area of the Premises and having as a denominator the Floor Area on the Landlord Parcel. (c) The Taxes Applicable to the Premises for any fiscal tax year during which occurs the Rental Commencement Date or the termination of this Lease shall be the aggregate of the amounts obtained by multiplying the Taxes Applicable to the Premises levied for any such fiscal tax year by a fraction having as its numerator the number of days in such fiscal tax year subsequent to the Rental Commencement Date or prior to the termination date, whichever the case, and having as its denominator the number "365". (d) In determining Taxes Applicable to the Premises, theze shall be deducted from Taxes any discount for prompt payment available to taxpayers, whether or not Landlord has received such discount. 7.2 Right to Contest. If the Premises are separately assessed, Tenant shall have the right to contest, at Tenant's sole cost and expense, the amount oz validity of the Taxes on the Premises by appropriate administrative and legal proceedings brought either in its own name or jointly with Landlord, as Tenant may deem appropriate, by counsel selected and engaged by Tenant, provided that Tenant shall furnish Landlord notice of its intention to file a tax appeal at least thirty (30) days prior to the filing of any such tax appeal. Landlord shall, at Tenant's expense, execute and deliver to Tenant whatever documents may be necessary or proper to permit Tenant to so contest such Taxes or which may be necessary to secure payment of any refund which may result from any such proceedings. 7.3 Taxes Payable by Tenant. For each fiscal tax year Tenant shall pay Landlord, as additional rent, the amount of Taxes Applicable to the Premises for such fiscal tax year. As soon as reasonably possible following its receipt of any invoices for Taxes, Landlord shall deliver to Tenant a statement setting forth the amount e:\Sa\camphillgrlse 11 of Taxes Applicable to the Premises, each such statement to be accompanied by a copy of the tax bill(s) evidencing the Taxes Applicable to the Premises. Tenant shall pay the Taxes Applicable to the Premises to Landlord within forty-five (45) days after the receipt of such statement. Article B - Use of the Premises 8.1 Covenant to Open. Tenant covenants that Tenant's Building shall be initially opened for business, fully staffed and merchandised as a retail store for the sale of books, music, periodicals, videos and for the operation of a cafL/coffee bar, under the name "Borders", within fourteen (14) months after delivery of possession of the Premises to Tenant. 8.2 Change of Use of the Premises. Subject to the terms and conditions hereof and of the Condominium Documents, Tenant, its permitted assignee or sublessee(s}, may use and occupy the Premises for such other uses as are permitted under the zoning ordinance and regulations applicable to the Premises, provided, however, that Tenant shall not use the Premises (i) in violation of any exclusive right then in effect which may have been granted by Landlord to any other occupant of the Landlord Parcel, provided such occupant is the initial occupant of the premises it is occupying and such exclusive right is with respect to such occupant's primary use of such premises and further provided that any exclusive granted by Landlord shall be subject to the uses within Tenant's Building by Borders at the time such exclusive is granted, (ii) as a family or themed sit-down restaurant or as a fast-food restaurant, fill) so long as at least 60~ of the Floor Area of The Bon-Ton Store Building has been operated as a department store within the preceding six (6) months, the Premises sha21 not be used as a department store, or (iv} for any use prohibited by the Declaration or by Section 8.5 of this Lease. If Landlord grants an exclusive right to another occupant of Landlord Parcel, same will not be effective as to Tenant until Tenant receives notice thereof from Landlord. Landlord covenants that it has not, as of the date of this Lease, granted exclusive use rights to any other occupant of the Landlord Parcel, and from and after the date of this Lease, Landlord will not grant to any Related Corporation of Landlord an exclusive right with respect to any part of the Landlord Parcel. 8.3 Exclusive Use. {a) Notwithstanding anything to the contrary contained in this Lease, so long as Borders, or any Related Corporation of Borders, is an e:\Sa\camphillgrlse 12 occupant of Tenant's Building, Landlord will not use, lease or permit any other Floor Area on the Landlord Parcel to be used "primarily" for: (i) the sale of books, music, periodicals and/or videos (in any current or future format of such items) (collectively, "Borders' Exclusive Items"). As used in this Article 8, "primarily" shall mean that in excess of the lesser of (a) 200 square feet of surface display area, or (b) five percent (5$~) of the Floor Area of any structure on the Landlord Parcel, is devoted to the retail display of such items; or (ii) the operation of a cafL> or a "coffee bar" featuring, nonexclusively, hot and cold coffee and tea beverages in any format, whether as an incidental or primary use. For purposes of this Section 8.3, a "coffee bar or cafe" shall be deemed to mean a facility operated or identified as a food service establishment specializing in sales of coffee or tea drinks (such as, by way of illustration and not limitation, "Starbucks" or "Caribou Coffee"). A "coffee bar or cafe" does not include, for this purpose, (A) a restaurant that serves coffee as part of a full menu of food and beverage products, and does not specialize in coffee or tea drinks (such as, but not limited to, "Applebee's", "Friday's", "Friendly's", "Carrabba's", "Outback" etc.), or (B) a food service facility not specializing in coffee or tea drinks located within an otherwise unrelated retail store solely as an amenity, at no charge to the customers of such store while shopping therein. (b) Notwithstanding the terms of Section 8.3(a), if Borders, or its successors or assigns, ceases to sell any of Borders' Exclusive Items or coffee or tea drinks in Tenant's Building for six (6) consecutive months {other than due to casualty, condemnation, remodeling, Force Majeure and the like), then Tenant's exclusive with respect to such discontinued items shall no longer apply to the current or future tenants, owners or occupants of the Shopping Center, but the exclusive with respect to the other of Borders' Exclusive Items shall remain in effect. (c) If Landlord breaches any of its covenants contained in Section 8.3(a), and such breach is a willful breach by Landlord (that is, the breach is not inadvertent and is due to the authorized actions of another tenant or occupant of the Shopping Center [e.q., action by another tenant or occupant which violates Tenant's exclusive with the consent, approval or acquiescence of Landlord)), and such breach continues for longer than fifteen (15) days after Landlord's receipt of notice of such breach from Tenant, then the minimum rent under this Lease shall be automatically reduced to fifty percent (50'k) of the then-applicable minimum rent from the time of such breach for so long as such breach remains uncured. If such breach remains uncured twelve (12J months after Landlord's receipt of Tenant's notice of such breach, e:\Sa\camphillgrlse 13 Tenant shall have (in addition to any and all other remedies as are available to Tenant, at law or in equity) the right to terminate this Lease effective sixty (60) days after givi.nq Landlord written notice of such termination. Tf Tenant elects to terminate this Lease, such termination shall likewise be without prejudice respecting any legal or equitable remedy of Tenant against Landlord. {d} Notwithstanding anything in Section 8.3(c) to the contrary, if Landlord's breach of its covenants in Section 8.3 (a) is inadvertent and due to the unauthorized actions of another tenant or occupant of the Shopping Center (e.q., action by another tenant or occupant which violates Tenant's exclusive without the consent, approval or acquiescence of Landlord), Landlord shall nonetheless file for injunctive relief against such other tenant or occupant causing such breach within fifteen (15) days after receipt of written notice of such breach from Tenant, and Landlord shall diligently pursue obtaining all necessary or appropriate equitable remedies with respect to such unauthorized actions of such other tenant or occupant. If such breach remains uncured ninety (90) days after the date of Landlord's receipt of Tenant's notice of such breach, then the minimum rent shall be automatically reduced thereafter to fifty percent (50$) of the then-applicable minimum rent for so long as such breach remains uncured. Furthermore, if such breach is of a material nature and remains uncured one (1) year after Landlord receives notice thereof from Tenant, Tenant shall have the right, exercisable within sixty (60) days after the one (1) year anniversary of such breach, as its sole and exclusive legal remedy (Tenant retaining the right to pursue equitable remedies), to terminate this Lease effective sixty (60) days after giving Landlord written notice of such termination. If Tenant does not exercise the aforesaid termination right within such sixty (60} day period, Tenant shall have waived its right to terminate under this subsection (d) and thereafter Tenant shall pay full minimum rent for the remaining portion of the Term, subject to the other provisions of this Lease. 8.4 Intentionally Deleted 8.5 Prohibited Uses. Tenant agrees, with respect to Tenant's Building, and Landlord agrees, with respect to all other improvements on Landlord Parcel and so long as Borders is the occupant of the Premises, that same shall not be used for any of the following uses: {a) for any noxious or offensive use or any use which creates or causes excessive noise; (b) as a bowling alley, mortuary or funeral parlor; e:\Sa\camphillgrlse 19 (c) as a bar, tavern, pub or other establishment whose gross receipts from the sale of alcoholic beverages exceed twenty-five percent (253) of its aggregate gross receipts; (d) as an automobile sales, repair or service facility, or as a gas station; (e) as a roller skating, roller blading, or ice skating rink; (f) as a second-hand or surplus store; (g) as offices (other than a full service bank, savings and loan association office or credit union); (h) as a manufacturing or industrial facility; (i) as an arcade, game room or billiard parlor; (j) as a ballroom, dance hall or discotheque; (k) as a theatre, health club, gym or spa (except in conjunction with a first-class styling salon); (1) as a training or educational facility, including, but not limited to beauty schools, barber colleges, reading rooms, places of instruction or other operation catering primarily to students or trainees rather than to customers and occupying more than 1,000 square foot of Floor Area; provided, however, this prohibition shall not be applicable to on-site employee training by a tenant or Landlord incidental to the conduct of its business at the Shopping Center; (m) as a gambling or betting office, other than for the incidental sale of lottery tickets; a massage parlor; or an adult book store; (n) as a flea market, swap shop or "outlet store" selling used, damaged or discontinued merchandise; (o) as a carnival, amusement park or circus; or (p) as a telemarketing facility. Article 8A - Hazardous Materials 8A.1 Definition of Hazardous Materials. As used in this Lease, the term ^Hazardous Materials" includes, but is not limited to, any hazardous or toxic substance, materials or wastes that are or become regulated and/or classified under federal, state or local laws as: (i} a "hazardous substance" pursuant to §101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 V.S.C. §9601 (19), Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §1321; (ii) a "toxic pollutant" under §307(1)(a) of the Federal water Pollution Control Act, 33 U.S.C. §1317(1)(a); e:\Sa\camphillgrlse 15 till) a `hazardous aiz pollutant" under §112 of the Clean Air Act, 42 U.S.C. §7412; (ivj a "hazardous waste" pursuant to §1004 or §3001 of the Resource Conservation and Recovery Act, 42 U.S.C. §6903, 42 U.S.C. §6921; (v} a ^hazardous material" under the Hazardous Mar.eri_al Transportation Act, 99 U.S.C. §1802(2): ivi) hazardous or toxic substances, materials or wastes presenting a risk to human health or the environmental under the foregoing laws, as now existing or hereafter amended, or under other applicable federal, state or local laws, ordinances, or regulations, as now existing or hereinafter enacted (collectively "`Environmental Laws"). `Hazardous Materials"' also specifically includes, but is not limited to, asbestos containing material, polychlorinated biphenyls ("PCBs"), radioactive materials, petroleum and petroleum-based derivatives, chemicals known to cause cancer or reproductive toxicity, urea formaldehyde, any substance for which any federal, state or local law, ordinance or regulation requires a permit or special handling in its use, collection, storage, treatment or disposal. 8A.2 Restrictions Against Hazardous Materials. (a) Tenant covenants and agrees that it will not use, maintain, generate, store, treat or disgose of Hazardous Materials on or from the Premises or the Landlord Parcel in violation of Environmental Laws, and that it will operate the Premises in compliance with all Environmental haws. Tn the event Tenant shall breach the foregoing, and in addition to all other rights and remedies Landlord may have under this Lease or at law, Tenant shall, at Tenant's sole cost and expense, fully remedy such problem within the time required by Environmental Laws. (b) Landlord covenants and agrees that the leases of all other Condominium Units entered into from and after the date hereof will contain an agreement by the tenant thereunder substantially similar to that provided in Section 8.A2(a). (c) Landlord covenants and agrees that it will not use, maintain, generate, store, treat or dispose of Hazardous Materials on oz from the Premises or the Landlord Parcel, and that it will cause the Landlord Parcel to be operated in compliance with all Environmental Laws. Zn the event Landlord shall breach the foregoing, and in addition to all other rights and remedies Tenant may have under this Lease or at law, Landlord shall, without cost or expense to Tenant; cause such problem to be fully remedied within the time required by Environmental Laws. If such remediation requires the vacation of ten percent {10$) or more of the Floor Area of the Premises for a period exceeding one hundred eighty (180) days (or such longer period as may reasonably be required to effect such remediation provided Landlord ig e:\Sa\camghillgzlse 16 diligently pursuing remediation), Tenant may cancel this Lease by giving thirty (30) days written notice to Landlord and returning the Premises to Landlord and, in such event, Tenant will be relieved of all liability under this Lease thereafter accruing. If Tenant does not elect to cancel this Lease in accordance with the foregoing, then minimum annual rent and all additional rent payable hereunder shall, until the problem has been fully remedied, be equitably abated in accordance with the proportion of Tenant's Building which is tendered unusable as a result of such environmental condition. 8A.3 Indemnification re: Hazardous Materials. {a) Tenant hereby agrees to indemnify, defend, protect and hold harmless Landlord and each of Landlord's directors, officers, employees, contractors, agents, attorneys, successors and assigns from and against any claims, judgments, damages, penalties, fines, expenses, liabilities, forfeitures, or losses arising during or after the Term or in any way relating to the presence, release ox discharge of Hazardous Materials on or from the Premises or, if due to the acts or omissions of Tenant, its employees, agents contractors or sublessees, on or from the Landlord Parcel. This indemnification shall specifically cover, without limitation, costs or expenses (including attorney's fees, consultant fees and expert fees) for the death or injury to any person or damage to any property. This indemnity obligation shall include, without limitation, any and all costs incurred in connection with any environmental investigation, and any and all costs foz repair, clean-up, detoxification or decontamination, or other remedial action, of the Premises or the Landlord Parcel. The obligation of Tenant hereunder shall survive the expiration or earlier termination of this Lease. (b) Landlord hereby agrees to indemnify, defend, protect and hold harmless Tenant and each of Tenant's directors, officers, employees, contractors, agents, attorneys, successors and assigns from and against any claims, judgments, damages, penalties, fines, expenses, liabilities, forfeitures, or losses arising during or after the Term or in any way relating to the presence, release or discharge of Hazardous Materials on or from the Landlord Parcel if due to the acts or omissions of Landlord, its employees, agents or contractors. This indemnification shall specifically cover, without limitation, costs or expenses (including attorney's fees, consultant fees and expert fees) for the death or injury to any person or damage to any property. This indemnity obligation shall include, without limitation, any and all costs incurred in connection with any environmental investigation, and any and all costs for repair, clean-up, detoxification or decontamination, or other remedial action, of the Landlord Parcel. The obligation of Landlord hereunder shall survive the expiration or earlier termination of this Lease. e:\Sa\camphillgrlse 17 Article 9 - Operation of the Common Areas and the Shopping Center 9.1 Operation of Common Areas. Tenant acknowledges that the Condominium Association is responsible for maintenance and operation of the Common Areas. Teaant agrees that, except as otherwise provided herein, Landlord shall not be liable to Tenant, nor shall rent abate, for the failure of the Condominium Association to perform its obligations as provided in the Condominium Documents. Landlord shall cause the Condominium Association to perform all of its maintenance and operational duties with respect to the Common Areas at the times and in the manner set forth in the Condominium Documents. If emergency repairs ate required to the Common Areas and Landlord fails, upon notice, to cause same to be made promptly, Tenant may, without further notice to Landlord, effect such emergency repairs, and the cost of such repairs, not to exceed Five Thousand Dollars ($5,000.00) in any one instance (such amount to increase as of February 1 ,of each Lease Year according to the percentage increase in the Consumer Price Index for all Urban Consumers (1982-8q = 100) (U.S. City Average) (the "CPI") from the CPI as of the prior February 1} may be deducted by Tenant from minimum rent and additional rent subsequently accruing hereunder. 9.2 Minimum Parking. Subject to the provisions of Article 16 and during temporary periods of construction or repair, Landlord shall at all times during the Term cause the Condominium Association to provide and maintain within the Landlord Parcel, notwithstanding the erection of new structures or the enlargement of existing structures, parking area upon the Landlord Parcel sufficient to accommodate the aggregate of (i) four {q) automobiles per one thousand {1000) square feet of Floor Area within The Bon- Ton Store Building and within Tenant's Building, (ii} four (q) automobiles per oae thousand (1000) square feet of additional Floor Area being used for retail purposes, and (iii) ten (10) automobiles per one thousand (1000) square feet of additional Floor Area being used for restaurant purposes. If the provisions of this Section 9.2 are materially breached, Tenant may terminate this Lease upon thirty (30) days notice to Landlord unless, within such thirty (30) day period, Landlord commences and diligently prosecutes the cure of such breach to completion. 9.3 Parking Area Illumination. Landlord shall at all times during the Term cause the Condominium Association to provide night-time illumination for the parking area and other site circulation areas. During all hours of darkness when Tenant's Building is open for business and during a period of approximately thirty (30) minutes after Tenant's Building shall have closed for business such ill~?~i.na*_ion shall have {i) a s~iai~~m maintained intensity e:\Sa\camphillgrlse 18 of not less than one foot candle at grade; and (ii) a minimum maintained intensity of not less than two foot candles at grade for vehicle and pedestrian entrances to the Landlord Parcel, at all intersections of on-site circulation roads on the Landlord Parcel and at entrances to Tenant's Building. During other hours of darkness, illumination for the parking area shall be provided by keeping lighted one-Fourth of the lamps serving the parking area so as to provide for reduced illumination distributed in a substantially uniform manner. 9.4 No Obstructions. The parking area, sidewalks, aisles and driveways shown on the Site Plan shall not be fenced or otherwise obstructed and shall be kept open at all times for the unrestricted use of tenants and occupants of the Landlord Parcel, their employees., agents and invitees. They shall not be used for the display, advertising or sale of merchandise or for any other purpose not contemplated by this Lease. Landlord will cause the Condominium Association to take appropriate action to insure that all of the parking areas located within the Landlord Parcel shall be used for parking purposes only, and only by tenants or occupants of the Landlord Parcel and of the parcel contiguous to the Landlord Parcel on which, as of the date of this Lease, there is located a Burger King restaurant, and their respective employees, agents and invitees. The Condominium Association, on not less than ten (10) days' prior notice to Tenant, shall have the right to temporarily close off portions of the Common Areas to effect maintenance and repairs (provided no prior notice shall be required in the event of emergencies), and the right to close off all or any portion of the Common Areas to such extent as may, in its opinion, be legally necessary to prevent a dedication thereof or the accrual of any rights in any person. Notwithstanding the foregoing, so long as Borders is operating in the Premises, Borders shall have the right to merchandise on the sidewalks which constitute Tenant's Improvements provided it is done in compliance with Applicable Laws and the presentation standards being used by Borders in the operation of its retail stores on the date of this Lease, and provided reasonable pedestrian access to other portions of the Landlord Parcel is not obstructed. 9.5 Employee Parking. Landlord will cause the Condominium Association to designate those sections of parking area shown on the Site Plan for the use of employees of stores, restaurants and other establishments situated within the Landlord Parcel. Landlord agrees that each lease or agreement of a Condominium Unit entered into from and after the date hereof will require the tenant thereunder to exert every reasonable effozt to cause its employees to e:\Sa\camphillgrlse 19 use for parking purposes only the area so designated. Tenant agrees to exert every reasonable effort to cause its employees, and the employees of its permitted assignees and subleasees, to use only such designated area for parking purposes. 9.6 Freestanding Si ns. (a} Landlord shall take all commercially reasonable efforts to secure any permits or licenses necessary to erect a pylon sign or signs on Landlord Parcel, and shall erect such pylon sign(s) upon securing all required permits or licenses. Tenant shall be entitled to the so-called "number two" position on any such pylon sign(s) and on any Shopping Center sign, other than as described in (b) below, on which any occupant's name appears, provided the cost of Tenant's signage to be affixed to any such sign and all electricity needed to light Tenant's panel shall be borne by Tenant. (b) Zf a freestanding sign is erected on any Outlot Parcel, it shall only bear the name of the occupant of such Outlot Parcel, and shall not unreasonably interfere with the visibility of the Premises. 9.7 Common Areas Maintenance Charge. (a} Common Areas Assessments. Pursuant to the Condominium Documents, the Condominium Association will impose monthly assessments upon Landlord and the Premises for the payment of certain costs incurred by the Condominium Association, including, without limitation, the costs and expenses incurred in operating, insuring, maintaining, repairing and replacing the Common Areas (the "Common Area Costs"), provided, however, the Common Area Costs shall be reduced by all revenues, if any, received by the Condominium Association for parking within the Common Areas. (b) Tenant's Contribution to Common Area Maintenance. Effective upon the Rental Commencement Date, and as additional rental hereunder, Tenant shall pay to Landlord on the first day. of each month, Tenant's Share of the costs of only those items of Common Area Costs which are described specifically below (`"CAM Expenses`). Tenant's Share, as used in this Section 9i7, shall be the fraction having as a numerator the Floor Area of the Premises and having as a denominator the Floor Area of the Shopping Center. The amount of Tenant's payments shall be based upon Landlord's.. estimate of Tenant's Share of CAM Expenses, subject to annual reconciliation as provided in Section 9.7(d) below. The CAM Expenses for which Tenant must contribute shall be limited to commercially reasonable amounts incurred and paid for (i) cleaning, sweeping, snow and ice removal, drainage, patching, sealing and re-striping of the parking areas and other on-site circulation including those driveways within the "PA DOT Right-of-way" parcel shown on Exhibit B; (ii) maintenance, repair, replacement and upkeep of planted or landscaped areas, including seasonal e:\Sa\camphillgrlse Zp plantings (including within the "PA DOT Right-of-Way" parcel7; (iii) maintenance, repair, and replacement of bulbs and light standards with respect to the parking lot lighting and the pylon sign referred to in Section 9.fi, and the cost of lighting the parking area and other Common Areas; (iv) comprehensive general liability and fire and alI risk property damage insurance as required by Section 13.4 and rent-loss insurance maintained by Landlord, but excluding any such insurance that is provided by Landlord via a program of self-insurance; (v) wages, salaries and benefits of persons directly and actually performing services described herein; (vi) maintenance, repair and replacement of any detention ponds and underground utilities; (vii) repaving and/or replacement of all parking areas and other on-site circulation, including the "PA DOT Right-of-Way" parcel (except that CAM Expenses shall not include any repaving or replacement costs for the parking lot surfaces incurred during the first seven (7) full calendar years after the earlier to occur of the Rental Commencement Date or the date the Premises are first open for business, and such repaving or replacement costs incurred thereafter may be amortized over the useful life thereof [in no event less than seven (7) years] on a straight line basis, and only the amortized amount of such repaving or replacement costs shall be permitted to be included in CAM Expenses for any calendar year during such seven (~) year period); (viii) the expense of security personnel retained to patrol the Common Areas; and (ix) an administrative or management fee equal to ten percent (10$) of the foregoing CRM Expenses, excluding, however, insurance premiums and costs of utility services. (c) Specific Exclusions. Notwithstanding anything contained in subsection (b) above, CAM Expenses shall not include: (i) Any cost of initially constructing and installing the Common Areas, including without limitation all parking and on-site circulation, sidewalks, traffic and safety equipment, signs, landscaping, and other improvements in the Common Areas or any expansion thereof; (ii) Except as set forth above, capital improvements or any other expenditure which, pursuant to generally accepted accounting principles, is deemed to be a capital expense; {iii) Depreciation; (iv) Interest, late charges, and penalties on any CAM Expenses; (v) Attorneys' fees and costs (except as related to the administration of Common Area matters), but costs of litigation or other dispute resolutions with respect to the enforcement and defense of Common Area claims shall be excluded from CAM expenses; e:\Sa\camphillgrlse 21 (vi) The cost of any tenant improvements or other improvements, or other services or other Common Rrea Costs, which are performed by or incurred for the benefit of some, but not all, tenants of the Shopping Center; (vii) Expenses of maintenance, repair and insurance of any outparcels which are separately maintained, insured, and/or paid £or by the users of such outparcels; (viii} Common Areas Costs which are self-insured ox are reimbursed by insurance proceeds (or would have been so reimbursed had Landlord maintained full replacement cost insurance) and/or condemnation awards; (ix) Any and all expenses incurred in procuring, retaining, negotiating, amendiag, extending, administering, or terminating leases with aay other existing or prospective tenants, including without limitation advertising, brokerage comaaissions, architectural and engineering fees, or legal fees; (x) Any amounts payable under mortgages, deeds .of trust, or ground leases encumbering all or any part of the Shopping Center; (xi) Any costs or expenses incurred in securing any governmental approvals to construct and/or operate the Shopping Centex, whether pursuant to a development agreement or otherwise, including, without limitation, any impact fees, development fees, dedications, or other fees or charges paid to any governmental authority in connection with any such construction and/or operation; (xii) Any costs and expenses of investigating, removing, maintaining or monitoring any Hazardous Material {as defined in Section 8.6), or any costs and expenses of complying with Environmental Laws; ' (rill} Costs attributable to enforcing leases against tenants in the Shopping Center, such as attorney's fees, court costs, adverse judgments, and similar expenses; (xiv} Costs that are reimbursable to Landlord by tenants as a result of provisions contained in their specific lease, such as excessive use of utilities; (xv) Costs incurred due to violations of any of the terms and conditions of any leases in the Shopping Center; (xvi) Management fees and overhead and profit, except for the administrative or management fee described in subsection (b) above. (xvii) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xviii) Rentals and other related expenses incurred in leasing air conditioning systems, elevators, or other equipment ordinarily considered to be of a capital nature; ' e:\Sa\camphillgrlse 22 (xix) Advertising and promotional expenditures, including wages and salaries of persons managing or administering such expenditures, unless part of a specific marketing plan agreed upon by Tenant; (xx) Wages, salaries or other compensation paid to any executive employee above the grade of building manager; (xxi) The cost of correcting any code violations in the Shopping Center; (xxii) Costs attributable to repairing items that are covered by warranties; and (xxiii) Interest, late charges and penalties assessed pursuant to the Declaration. (d) Reconciliation of Payments. (i) Within one hundred twenty (120) days following the end of each Lease Year of the Term, Landlord shall furnish or cause the Association to furnish to Tenant a statement showing, in reasonable detail, the total CAM Expenses for the Lease Year just expired, and the amount of Tenant's Share of CAM Expenses and payments made by Tenant during such Lease Year. If requested by Tenant, Landlord will also provide Tenant, within twenty (20) days of such request, copies of all back-up billings. If the annual statement is not provided within said one hundred twenty (120) day period, and is not subsequently furnished within fifteen {15) days after Tenant's request, Tenant may suspend payment of future CAM Expenses until the statement is provided. If Tenant's Share of such costs for such Lease Year shall exceed Tenant's payments so made, Tenant shall pay to Landlord the deficiency within thirty (30) days after receipt of any statement. If Tenant's payments shall exceed Tenant's Share of such costs, such excess shall be applied against payments next becoming due under this Lease, or if such overpayment is with respect to the last Lease Year during the Term, such excess shall be refunded to Tenant within thirty (30) days after receipt of said statement. (ii) Tenant may, within thirty-six {36) months after receipt of an annual CAM Expenses statement, have the records of CAM Expenses associated with that Lease Year reviewed by Tenant or its agent. If Tenant in good faith contends the annual statement indicates noncompliance with the provisions of this Section 9.7, Tenant shall notify Landlord in writing within the thirty- six (36) month period described above, informing Landlord of the amount of the overpayment and the reasons therefor, and Landlord shall pay such amount within thirty (30) days with interest thereon at the Interest Rate from the end of the Lease Year for which said overpayment was made to the date paid, unless Landlord in good faith contests such amount. If Landlord in good faith contests such amount, then either Landlord or Tenant shall have the right, upon notice to the other, to initiate the following dispute resolution e:\Sa\camphillgrlse 23 procedure: Tenant and Landlord shall endeavor to reconcile such dispute within thirty (30) days after the written notice from Tenant. If the parties are unable to resolve such dispute, they shall jointly select a third, independent party who shall make a final and binding decision within thirty (30) days after being selected. The third party's fee shall be paid by the party against whom such decision is rendered. The cost of Tenant's review shall be borne by Tenant unless Tenant's review (or the decision of the arbitrator, if applicable) discloses that the disputed amount exceeds the actual amount properly allocable to Tenant by more than three (3$) percent (a "Material Discrepancy"), in which case the reasonable expenses of the review, and the amount of any overpayment (together with interest at the Interest Rate from the end of the Lease Year for which said overpayment was made to the date paid) shall be paid by Landlord to Tenant upon demand. If a review by Tenant discloses a Material Discrepancy for the year being reviewed, then Tenant shall have the right to review the records of CAM Expenses for the two (2) Lease Years immediately prior to the Lease Year in which the Material Discrepancy occurred. (e) CAM Expenses Cap. Notwithstanding anything herein to the contrary, Tenant's Share of CAM Expenses (exclusive of "Non-Limited Costs") in any Lease Year shall not exceed 104$ of the highest amount of Tenant's Share of CAM Expenses (exclusive of Non-Limited Costs) incurred during any prior fu21 Lease Year. The term "Non-Limited Costs" shall mean the actual portion of CAM Expenses incurred during any Lease Year foz snow and ice removal, utilities, and the amortized costs described in Section 9.'l(b)(vii) above. 9.8 Restrictions on DeveloQment. (a) No Parkin Modification Area. Landlord warrants and covenants that during the Term the layout and configuration of parking areas and other on- site circulation areas, and other Common Areas within the "No Parking Modification Azea" shown on the Site Plan shall be in conformance with that depicted on the Site Plan. (b} Visibility of the Premises. Landlord shall not allow any trees or growing plants to interfere with access to or visibility of Tenant's Building; provided, however, that visibility may be limited to the extent specifically required in connection with plan approvals or other controls' of any governmental or quasi-governmental authority having jurisdiction with respect thereto. Landlord further agrees that no buildings shall be constructed within either the "No Parking Modification Area" or the "NO Build ` Area", each as shown on the Site Plan. (c) Outlot Areas. Tenant acknowledges that Landlord intends to develop the Outlet Areas shown on the Site Plan and to add additional Floor e:\Sa\camphillgrlse 24 Area thereon, provided however, Landlord warrants and covenants that any building to be located within the "Outlot Area" to the east of the Premises, as shown on the Site Plan, shall be constructed substantially within the area shown as "Future Building Area" on the Site Plan, may not be greater than 24 feet .in height (including major architectural embellishments!, and may not contain more than 6000 square feet of Floor Area (not including sidewalks, service areas and outdoor patios). Until additional Floor Area is constructed thereon, the Outlot Areas shall be maintained as parking area. {d) Ingress and Egress. Tenant acknowledges that there is one ingress/egress drive to and from the Common Areas to Gettysburg Road and one ingress only drive into the Common Areas from Gettysburg Road. Landlord warrants and covenants that during the Term it will provide or cause to be provided (i) the parking areas and other on-site circulation within the No Parking Modification. Area as shown on the Site Plan, including, but not limited to building circulation drives around the front, rear and east side of .the Premises, which shall be dimensioned as shown on the Site Plan; and {ii) on-site circulation areas for automobile ingress and egress to and from the Common Areas and the adjoining public streets and highways to the Premises in the number and in the locations depicted on Site Plan, in all cases subject to unavoidable temporary closings or temporary relocations necessitated by public authority, provided, however, Landlord may modify, consolidate or relocate the ingress and/or egress drives to and from the Common Areas to Gettysburg Road so long as there is always maintained at least one such ingress/egress drive. (e) Specific Remedies. If Landlord breaches any of the warranties or covenants in this Section 9.8, Tenant may, without waiver of its other rights or remedies under this. Lease or law, exercise the following remedies after providing written notice of such breach to Landlord: {i) If Landlord breaches any of its covenants contained in this Section 9.8, but Landlord cures such breach within five (5) days after notice of such breach from Tenant, then minimum rent under this Lease shall remain unaffected. If, however, such breach is a willful breach by Landlord (that is, the breach is not inadvertent and due to the authorized actions of another tenant or occupant of the Shopping Center [e.g., action by another tenant or occupant which violates any of Landlord's covenants herein respecting the No Parking Modification Area or the No Build Area with the consent, approval or acquiescence of Landlord]) and if such willful breach is not cured within such five (5) day period, then the minimum rent under this Lease shall be automatically reduced to seventy-five percent (75?,) of the then-applicable minimum rent from the date of Tenant's notice of such breach until the earlier of (i) the date such breach is cured, or (ii) thirty (30) e:\Sa\camphillgrlse 25 days after the date of Tenant's notice of such breach. If such breach remains uncured after the expiration of such thirty (30) day period, then the minimum rent shall be automatically reduced thereafter to fifty percent (50$) of the then-applicable minimum rent for so long as such breach remains uncured. Furthermore, if such breach is a willful breach by Landlord and such breach remains uncured thirty {30) days after the date of the aforesaid notice from Tenant (or such longer period as Landlord may reasonably require to effect such cure, provided such breach is capable of being cured and Landlord commences appropriate curative action within such thirty (30} day period and thereafter diligently and continuously prosecutes such cure to completion within sixty (60) days after the expiration of such thirty (30) day period), Tenant shall have, in addition to all other remedies available to Tenant, the right to terminate this Lease sixty (60) days after giving Landlord notice of such termination. (ii) Notwithstanding anything in clause (i) above to the contrary, if Landlord's breach of any of its covenants in this Section 9.8 is inadvertent and due to the unauthorized actions of another tenant or occupant of the Shopping Center {e.g., action by another tenant or occupant which violates any of Landlord's covenants herein respecting the No Parking Modification Area or the No Build Area without the consent, approval or acquiescence of Landlord), Landlord shall nonetheless file for injunctive relief against such other tenant or occupant causing such breach, or cause such filing to be made, within fifteen (15) days after notice of such breach from Tenant, and Landlord shall diligently pursue obtaining all necessary or appropriate equitable remedies with respect to such unauthorized actions of such other tenant or occupant. If such breach remains uncured sixty (60) days after the date of Tenant's notice of such breach, then the minimum rent shall be automatically reduced thereafter to fifty percent (50$) of the then- applicable minimum rent for so long as such breach remains uncured. Furthermore, if such breach is of a material nature and remains uncured one (1) year after the date of service of the aforesaid notice from Tenant, Tenant shall have {in addition to such equitable remedies as are available to Tenant, Tenant hereby waiving any legal remedies with respect to such inadvertent breach other than as set forth herein) the right to terminate this Lease effective sixty (60) days after giving Landlord notice of such termination. 9.9 Operation of the Shopping Center. (a) All business operated in the Shopping Center shall be operated on a full-time basis during at least normal business hours Monday through Saturday; no business shall be operated on a part-time basis (i.e., for only a portion of the week or month). The foregoing shall not require the continuous e:\Sa\camphillgrlse 26 use or occupation of any portion of the Shopping Center but is only intended to prohibit businesses in the Shopping Center which operate on a part-time basis for only a portion of the week or month, such as a discount store operation which is open only as it has stock available to sell. (b) No building, structure or business shall be constructed or operated in the Shopping Center which shall be inconsistent with the operation of a first-class retail shopping center in accordance with the standards followed generally by other similar shopping facilities located in Cumberland county, Pennsylvania. (c) Landlord shall comply, at its own expense, or will use reasonable commercial efforts to cause the Condominium Association to comply (at no cost to Tenant) with all Applicable Laws and insurance rating bureaus having jurisdiction (including, without limitation, zoning, plat requirements, any other land use requirements and building codes), private restrictions and insurance impositions (^Restrictions^) that apply to any portion of the Shopping Center other than the Premises, including without limitation, any compliance required by the Americana with Disabilities Act. Landlord agrees that if at any time or times any public authorities, enforcer or beneficiary of Restrictions or insurance rating bureaus having jurisdiction should complain that the shopping Center, exclusive of the Premises, has not been constructed or used in compliance with any Applicable Laws or insurance rating bureau having jurisdiction and should request compliance, and if failure to comply should in say way affect the use of the Premises by Tenant for Tenant s intended use, or affect any other rights of Tenant under this Lease or impose any obligation upon Tenant, then Landlord shall upon receipt of notice of such complaint cause such repairs, alterations or other work to be done or other action taken, so as to bring about the compliance requested without interference with Tenant's business or rights under this Lease. Article 10 - Utilities Landlord warrants and represents to Tenant that all gas, electric, water, telephone and sanitary and storm sewer lines and equipment required to provide the Premises with such utilities and service at eustomaxy rates and charges will be available to the Premises. All utility lines within the Landlord Parcel except those within or on buildings shall be installed underground. Tenant agrees to pay all charges for gas, electricity and water e:\Sa\camphillgrlse 27 and all other utilities used in the Premises from and after delivery of possession of the Premises to Tenant. Article 11 - Maintenance 11.1 Standard of Qualitv. Tenant shall maintain Tenant's Improvements, including the concrete truck well (loading spaces) and concrete dumpster pad, including dumpsters, servicing Tenant's Building, and Landlord shall keep, or cause to be kept, The Bon-Ton Store Building, as first class improvements foz their respective age and mode of use in accordance with the standards followed generally by other similar shopping facilities located in Cumberland County, Pennsylvania. 21.2 Required Maintenance Work (a) Tenant shall keep all portions of Tenant's Improvements, and Landlord shall keep all portions of The Bon-Ton Store Building, in good order 'and repair, and Tenant shall comply. with all Applicable Laws with respect to Tenant's Building and Landlord shall comply with all Applicable Laws with respect to The Bon-Ton Store Building. (b) "Insurance Requirements" are the requirements of the insurance companies with which the property insurance policies are carried in accordance with Section 13.1. (c) Each of Tenant's and Landlord's obligations to repair, replace and comply with Applicable Laws extend to extraordinary, unforeseen and structural repairs and replacements as well as to ordinary, foreseen and nonstzuctural repairs and replacements. 11.3 Alterations (a) Tenant shall not make an "Altezation° to Tenant's Building which is a structural change to Tenant's Building, which increases the size of height of Tenant's Building or violates Applicable Laws, or which impairs visibility of signage on The Bon-Ton Store Building. Tenant may make such exterior or structural alterations or changes to Tenant's Building not prohibited by the preceding sentence, provided however, Tenant shall obtain Landlord's prior written consent, which shall not be unreasonably withheld or delayed, for exterior or structural changes (other than relocation of entry doors and related alterations for the benefit of permitted sublessees for which no consent shall be required) so long as the exterior of Tenant's Building following such alterations is compatible to and harmonious with the other buildings in the Shopping Center. The term "structural change" as used herein shall not include moving of non-load bearing partitions, minor plumbing and electrical wozk,•modification and rearrangement of store fixtures or other e:\Sa\camphillgrlse 28 minor changes. Landlord, at Tenant's sole cost, shall cooperate with Tenant in securing building or other permits or authorizations required from time to time for any work permitted hereunder. (b) An ~AlterationN is an alteration, addition or material improvement. Alteration excludes °Occupant's Equipment"' as defined in Section 11.4. (c) Tenant shall be permitted to make any Alteration to Tenant's Building which is not specifically prohibited pursuant to this Section 11.3. (d) Alterations shall be made in a good and workmanlike manner, and in compliance with all Applicable Laws. (e) Alterations to Tenant's Building shall become part of Tenant's Improvements. (f) Tenant has the right to install a satellite dish and/or other electronic transmitter (collectively "the Antenna") on the roof of Tenant's Building in compliance with all Applicable Laws. The cost of installation and maintenance thereof, and the cost of any repairs to the roof which are necessitated by the existence, installation and/or repair of the Antenna shall be borne solely by Tenant. Tenant shall appropriately screen the Antenna. Upon the termination of this Lease, Tenant has the right to remove any Antenna but Tenant shall repair any damage to the roof occasioned by such removal. 11.4 Occupant's Equipment (a) "Occupant's Equipment° means all fixtures, furniture, equipment and furnishings installed for use in connection with the conduct of business by an occupant of Tenant's Building. (b) Heating, ventilating, air conditioning, plumbing, electrical, sprinkler, fire detection, elevator and illumination fixtures and systems (except for supplemental heating and air conditioning systems and supplemental illumination fixtures) are part of Tenant's Building and shall not be "Occupant's Equipment". (c) Neither the installation nor removal nor replacement of Occupant's Equipment shall be an Alteration. (d) Occupant's Equipment shall not be a part of Tenant's Building even if affixed to Tenant's Building. (e) Tenant and occupants shall be entitled to affix Occupant's Equipment to, to install Occupant's Equipment in, and to remove Occupant's Equipment from, Tenant's Building. 11.5 Demolition. Tenant shall be entitled to demolish or remove parts of Tenant's Improvements solely in accordance with this Section 11.5. e:\Sa\camphillgrlse 29 (a) The demolition or removal of interior non-loadbearing elements of Tenant's Building shall be permitted as long as the demolition or removal is conducted in accordance with Applicable Laws and the terms and provisions of all policies of insurance Tenant is required to maintain under the provisions of this Lease and is not in this Section 11.5 prohibited. (b} Tenant shall not demolish or remove any portion of Tenant's Improvements if the safety or the structural integrity of Tenant's Building would be impaired as a result of the demolition or removal. ic} Within a reasonable time after the demolition or removal, and except as may be provided under Article 15 or Article 16 of this Lease, Tenant shall construct or install alternate Tenant's Improvements which cost at least as much as the reasonably estimated replacement cost of the demolished or removed Tenant's Improvements. (d} The following shall apply if Tenant intends to demolish or remove any portion of Tenant's Improvements and the reasonably estimated -replacement cost of the portion of Tenant's Improvements intended to be demolished or removed exceeds twenty (208) of the reasonably estimated replacement cost of all of Tenant's Improvements, or if Tenant intends to demolish or remove exterior walls or loadbearing elements of Tenant`s Building, provided, however, the provisions of this Section 11.5(d) are hereby waived by Landlord if such work is to be effected by Borders: (1) Tenant shall not undertake the demolition or removal unless Tenant pzovides Landlord with reasonably adequate assurances that Tenant will comply with its obligations pursuant to Section 11.5 (c) above. (2) Each of the following types of assurances shall be deemed to be reasonably adequate assurances: (aa) A stipulated sum construction contract or guaranteed maximum construction management agreement between Tenant and a construction contractor or construction manager that is reasonably satisfactory to Landlord and a commitment by an Institutional Lender • reasonably satisfactory to Landlord to lend Tenant an amount at least equal to the contract price pursuant to the construction contract or the guaranteed ~' maximum price pursuant to the construction management agreement. (bb) A guarantee approved by Landlord as to form and as to guarantor, such approval to be in Landlord's sole discretion. 11.6 Permits, Licenses, Approvals (a) Tenant and any subtenants of Tenant's Building may apply to appropriate governmental authorities, with Landlord's cooperation but at Tenant's sole cost, for any license, permit or approval needed by Tenant or e:\Sa\camphil2grlse 30 any subtenant in order to perform alteration or demolition work permitted by this Lease, to maintain one or more signs permitted by this Lease, or to conduct business at Tenant's Building. (b) If any such license, permit or approval is not granted within a reasonable time in the opinion of the applicant, the applicant may dispute the failure to grant the license, permit or approval; bring legal proceedings to require that the license, permit or approval be granted; appeal any adverse decisions; and defend any appeals of favorable decisions. if any such license, permit or approval is granted and any person commences legal proceedings to contest the grant, the applicant may dispute the proceedings, appeal any adverse decisions and defend any appeals of favorable decisions. (c) Landlord shall cooperate in all reasonable respects in connection with the applications and proceedings zeferred to in Section 11.6(b), and will not contest any such applications or proceedings by Tenant which are not in contravention of the terms and provisions of this Lease or the lease of any other Condominium Unit. To the extent necessary, the obligation to cooperate includes the obligation to execute appropriate documents needed to support the applications. 11.7 Liens. Tenant shall discharge all liens, whether by payment, bond or otherwise, that arise as a result of construction of Tenant`s Improvements or of making repairs, replacements and Alterations to Tenant's Improvements; as a result of demolition of Tenant's Improvements; as a result of complying with Applicable Laws; and as a result of installing Occupant's Equipment. Any such lien shall be discharged within thirty (30) days after Landlord gives Tenant notice of its existence. In the event of Tenant's failure to discharge any such lien as herein requited, Landlord may cause such lien to be discharged by payment, bond or otherwise, without investigation as to the validity thereof or as to any offsets or defenses thereto, and Tenant shall, upon demand, reimburse Landlord for all amounts paid and all costs incurred in having such lien discharged. 11.8 Ownership and Surrender of Tenant's Improvements. (a) Tenant's Improvements shall be the property of Tenant until the day of expiration of this Lease but shall become the property of Landlord on the day after the expiration of this Lease. (b) On the day of expiration of this Lease, Tenant shall surrender actual and exclusive possession of the Premises and Tenant's Improvements to Landlord. (c) Occupant's Equipment shall be removed from Tenant's Building on or before the day of expiration of this Lease. If Occupant's Equipment is not so removed, same shall be deemed abandoned, and Landlord may at Landlord's e:\Sa\camphillgrlse 31 option,•remove same from the Premises at Tenant's cost and expense or retain same for such use as Landlord shall determine. Article 12 - Title Matters 12.1 Landlord's Representations. Landlord represents, warrants and covenants to and with Tenant that: (a) Landlord has full right and lawful authority to enter into and perform Landlord's obligations under this Lease for the full term hereof and has good and mazketable title to the Landlord Parcel in fee simple, free and clear of all contracts, leases, tenancies, agreements, easements, restrictions upon use or occupancy or other restrictions, violations, mortgages and other liens, encumbrances or exceptions to title of atty nature whatsoever affecting the Premises or the easements, rights and privileges herein granted to Tenant with respect to the Conan Areas except for the matters specifically set forth on Exhibit F hereto; (b) nothing contained in any of the matters set forth in Exhibit F prohibits or restricts Landlord from performing any or all of its obligations under this Lease or adversely affects or interferes with Tenant's enjoyment of the Premises or the easements, rights and privileges granted to Tenant by this Lease; (c) the Landlord Parcel is zoned C-2; and (d) if Tenant shall perform its obligations under this Lease, Tenant shall have and enjoy, during the Term hereof, the quiet and undisturbed possession of (i) the Premises and any and all appurtenances belonging or appertaining thereto, and (ii) the easements, rights and privileges granted to Tenant with respect to the Comtaon Areas. 12.2 Breach of Covenant of Quiet Enjoyment. If at any time during the Term the covenant of quiet enjoyment set forth in Section 12.1(d) is breached, and Landlord has not cured such breach within thirty (30) days after receiving notice from Tenant identifying with specificity the breach that has occurred, then Tenant shall have the option, at Landlord's expense, to correct such defect pursuant to Section 19.3 or to terminate this Lease with full reservation of its right to damages, if any. If such breach cannot be cured within thirty (30) days, Landlord shall have such longer period of time as may be reasonably necessary to allow Landlord the opportunity to cure such breach, provided Landlord commences its curative efforts within such thirty (30) day period and prosecutes same thereafter with due diligence and good faith and actually completes such cure within an additional sixty (60) days after the e:\Sa\camphillgrlse g2 expiration of such thirty (30) day period, but during such cure period, minimum annual rent under this Lease shall equitably abate. Article 13 - Insurance 13.1 Tenant's Insurance. Tenant will, at Tenant's sole expense, procure and maintain, or cause to be procured and maintained, the coverages required of Tenant by this Article 13. a} Commercial General Liability Insurance. Commercial general liability insurance ("Liability Insurance") written on an "occurrenee^ policy form, covering bodily injury, property damage, personal injury and advertising injury arising out of or relating, directly or indirectly, to the business operations, conduct, assumed liabilities or use or occupancy of the Premises. Tenant's Liability Insurance will also include the broadest available form of contractual liability coverage. It is the intent of Landlord and Tenant that Tenant's contractual liability coverage will provide coverage to the maximum extent possible of Tenant's indemnification obligations under this Lease. Tenant will cause the Condominium Association, Landlord and any lender of Landlord to be named as "additional insureds" by endorsement satisfactory in form and substance to Landlord. Tenant's Liability Insurance policies will be endorsed as needed to provide cross-liability coverage for the Condominium Association, Tenant, Landlord and any lender of Landlord, and will provide for severability of interests. The minimum acceptable limit for Tenant's Liability Insurance is Three Million Dollars ($3,000,000} single limit. b) Intentionally Omitted. c) Property Insurance. Property insurance coverage ("Property Insurance'"1 for Tenant's Improvements, all leasehold improvements to Tenant's Building, and other improvements, betterments, and Alterations to the Premises. .Tenant's Property Insurance must be written on the broadest available "all-risk" ("special form") policy form or an equivalent form acceptable to Landlord, include an agreed-amount endorsement for no less than one hundred percent (1008) of the full replacement cost (new without deduction for depreciation} of the covered items and property: be written in amounts of coverage that meet any coinsurance requirements of the policy or policies, and include vandalism and malicious mischief coverage and sprinkler leakage coverage. Landlord must be named as an "insured as its interest may appear" under Tenant's Property Insurance. 13.2 Form of Policies and Additional Requirements. (a) The insurance requirements set forth in Section 13.1 are independent of Tenant's waiver, indemnification, and other obligations under e:\Sa\camphillgrlse 33 this Lease and will not be construed or interpreted in any way to restrict, limit or modify Tenant's waiver, indemnification and other obligations or to in any way limit Tenant's liability under this Lease. (b) In addition to the requirements set forth in Section 13.1, the insurance required of Tenant under this Article 13 must be issued by an insurance company with a rating of no less than A-VII in the current Best's Insurance Guide or that is otherwise acceptable to Landlord and admitted to engage is the business of insurance in the Commonwealth of Pennsylvania; be primary insurance for all claims under it and provide that any insurance carried by the Condominium Association or Landlord is strictly excess, secondary and noncontributing with any insurance carried by Tenant; and provide that insurance may not be canceled, nonrenewed or the subject of material change in coverage or available limits of coverage except upon thirty (30) days' prior written notice to Landlord. {c) Tenant will deliver to Landlord a certificate of insurance for each policy procured by Tenant in compliance with Tenant's obligations under this Lease on or before the date possession of the Premises is delivered to Tenant, at least thirty (30) days before the expiration date of any policy, and upon the renewal of any policy. (d) Tenant may comply with its insurance coverage requirements through a blanket policy provided that Tenant, at Tenant's sole expense, procures a "per location"' endorsement or equivalent reasonably acceptable to Landlord so that the general aggregate and other limits apply separately and specifically to the Praxises. (e} At any time while the "Tangible Net Worth" of the insuring person shall exceed the product of (i) One Hundred Million Dollars (S100,000,000.00), multiplied by (ii) the "CPI Factor" (as hereinafter defined), the insuring person may elect to self-insure its obligations as set forth in this Article 13. If the insuring person elects to self-insure any of its obligations hereunder, the insuring person shall furnish a certificate of self-insurance identifying the coverages which are self-insured. For purposes of this Lease, the "CPI Factor" shall be the sum of one (1) plus the applicable percentage increase in the CPI (as defined in Section 9.1) determined by dividing (R) the difference obtained by subtracting the CPI most recently published prior to the calendar month in which the Rental Commencement Date occurs from the CPI most recently published prior to the January 1 in question (if the difference so obtained is negative, then this factor (A) shall be deemed to be zero) by (B} the CPI most recently published prior to the calendar month in which the Rental Commencement Date occurs. The CPI Factor shall be determined as of each January 1 during the Term and shall not be adjusted until the next e:\Sa\oamphillgrlse 39 succeeding January 1. For purposes of this Lease, the "Tangible Net Worth" of an entity as of any given time shall be equal to the shareholders' equity of such entity {if a corporation) or the partners' or members' equity (if a partnership or limited liability company) less the value as listed on an audited financial statement of such entity of all items recognized as intangible assets under generally accepted accounting pzinciples. 13.3 Waiver of Subrogation. Landlord and Tenant agree to cause the insuzance companies issuing their respective Property Insurance policies to waive any subrogation tights that those companies may have against Tenant or Landlord. It is the intent of the patties that with respect to any loss from a named peril required to be covered by Property Insurance, the parties will look solely to their insurance companies for zeeovery. Tenant will delivez notice of this section 13.3 to its insurance carriers. Tenant will notify Landlord in writing within ten (10) days of any refusal by Tenant's Property Insurance carrier to waive subrogation rights against Landlord. 13.4 Landlord's Insurance. Landlord will, during the Term of this Lease, procure and continue in force, or cause to be procured and continued in force, Pzoperty Insurance covering The Bon-Ton Store Building against the named perils covered by fire and extended coverage insuzance in an amount not less than its full insurable value, and will, during the Term of this Lease, procure and continue in force, or cause the Condominium Association to procure and continue in force, commercial general liability insurance with a combined single limit for bodily injury and property damage of not less than Three Million and No/100 Dollars ($3,000,000.00) for each occurrence zesulting from the operation of the Common Areas. Landlord will cause Tenant, any subtenant or sub-subtenant of Tenant occupying more than 20,000 squaw feet of Floor Area of the Premises, and any lender of Tenant to be named as "additional insureds" with respect to such commercial general liability insurance, and the cost of said commercial general liability insurance will be included within Cam Expenses. 13.5 Increase of Premiums. If Tenant`s business operations, conduct or use of the Premises foz a purpose other than as a retail store for the sale of books ,and/or periodicals and/or videos and/or for the operation of a cafe'/coffee bar causes an increase in the pzemium for any insurance policy carried in accordance with Section i3.4, Tenant will, within ten (10) days after receipt of notice, reimburse Landlord or the Condominium Association, whichever is appropriate, for the entire increase. Landlord represents that the leases for all other occupants of the Landlord Parcel hereinafter entered into will contain an analogous requirement as in this Section 13.5 provided. e:\Sa\camphillgrlse 35 Article 14 - Indemnities and Waivers 14.1 Definitions. Eor purposes of this Article 14: (i) the term ^Tenant Parties means Tenant and/or Tenant's officers, members, partners, agents, employees, sublessees, assignees, licensees, invitees and independent contractors, and all persons and entities claiming through any o£ these persons or entities; (ii) the term ^Landlord Parties° means the Condominium " Association and/or Landlord and the respective officers, directors, shareholders, members, parents, subsidiaries and any other affiliated entities, personal representatives, executors, heirs, assigns, licensees, invitees, beneficiaries, agents, servants, employees and independent contractors of these persons or entities; (iii} the term ^Indemnify" means indemnify, defend and hold free and harmless from and against; ' (iv) the term "Claims" means any/and all liabilities, claims, damages (including consequential damages), losses, penalties, litigation, demands, causes of action (whether in tort or contract, in law or at equity or otherwise), suits, proceedings, judgments, disbursements, charges, assessments, and expenses (including attorneys' and experts' fees and expenses and expenses incurred in investigating, defeadinq, or prosecuting any litigation, claim, or proceeding and any and all other expenses); (v) the term ^Waives" means the person waives and knowingly and voluntarily assumes the risk of; and (vi) the terms ^Bodily Injury", ^Personal Injury° and "Property Damage° will have the same meanings as in the form of commercial general insurance policy issued by Insurance Services Office, Inc. most recently prior to the date of the injury or loss in question. 14.2 Indemnities. (a) To the fullest extent permitted by law but subject to the provisions of Section 8A.3, Tenant will, at Tenant's sole cost and expense, Indemnify Landlord Parties against all Claims arising from: (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the Premises; (ii) any Bodily Injury to an employee of a Tenant Party arising out of and in the course of employment of the employee and occurring anywhere in or at the Landlord Parcel; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the Premises or of any business therein; e:\Sa\caatphillgrlse 36 (iv) subject to the waiver of subrogation provisions of this Lease, any act, error, omission or negligence of any of the Tenant Parties in, on or about the Premises or the Landlord Parcel; (vl any activities, work or things done, omitted, permitted or allowed by Tenant Parties in, at or about the Premises or the Landlord Parcel, including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with any Applicable Laws; {vi) any breach or default by Tenant in the full and prompt payment of any amount due under this Lease, or any breach, violation or nonperformance of any term, condition, covenant or other obligation of Tenant wader this Lease; (vii) all damages sustained by Landlord as a result of any holdover by Tenant or aay Tenant Party in the Premises including, but not limited to, any claims by another tenant resulting from a delay by Landlord in delivering possession of the Premises to such tenant; ' {viii) any matter enumerated in Section 19.3 hereof. (b) To the fullest extent permitted by law but subject to the provisions of Section 8A. 3, Landlord Parties will, at their sole cost and expense, Indemnify Tenant Parties against all Claims arising from: (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the Landlord Parcel exclusive of the Premises; (ii) any Bodily Injury to an employee of a Landlord Party arising out of and in the course of employment of the employee and occurring anywhere in or at the Landlord Parcel; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the Common Areas; (iv) subject to the waiver of subrogation provisions of this Lease, any act, error, omission or negligence of any of the Landlord Parties in, on or about the Landlord Parcel; (v} any activities, work or things done, omitted, permitted or allowed by Landlord Parties in, at or about the Landlord Parcel, including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with, any Applicable Laws; (vi) any breach, violation or nonperformance of any term, condition, covenant or other obligation of Landlord under this Lease; (vii) any matter enumerated in Section 14.3 hereof. 14.3 Waivers. (a} To the fullest extent permitted by law, Tenant, on behalf of all Tenant Parties, Waives all Claims against Landlord Parties arising from the following: e:\Sa\camphillgrlse 37 (i) any Personal Injury, Bodily Injury, or Property Damage occurring in or at the Premises; (ii) any loss of or damage to property of a Tenant Party located in the Premises or any other part of the Landlord Parcel by theft or otherwise; (iii) any Personal Injury, Bodily Injury, or Property Damage to any Tenant Party. caused by other tenants of the Landlord Parcel, or by the construction of any private, public, or quasi-public work occurring either in the Premises or elsewhere in the Landlord Parcel; (iv) any interruption or stoppage of any utility service or for any damage to persons or property resulting from such stoppage; (v) business interruption or loss of use of the Premises suffered by Tenant; (vi) damages or injuzies or interference with Tenant's business, loss of occupancy oz quiet enjoyment and any other loss resulting 'from the exercise by Landlord of any tight or the performance by Landlord of its obligations under this Lease, or (vii) any Bodily Injury to an employee of a Tenant Party arising out of and in the course of employment of the employee and occurring anywhere in the Landlord Parcel. (b) To the fullest extent permitted by law, Landlord, on behalf of all Landlord Parties, Waives all Claims against Tenant Parties arising from the following: (i) any Personal Injury, Bodily Injury, or Property Damage occurring in or at the Common Areas; (ii) any loss of or damage to property of a Landlord Party located in any part of the Landlord Parcel by theft or otherwise; (iii) any Personal Injury, Bodily Injury, oz Property Damage to any Landlord Party caused by othez tenants of the Landlord Parcel, or by the construction of any private, public, or quasi-public work occurring in the Landlord Parcel; (iv) any interruption or stoppage of any utility service or for any damage to persons or property resulting from such stoppage; (v) any Bodily Injury to an employee of a Landlord Party, arising out of and in the course of employment of the employee and occurring anywhere in the Landlord Parcel. 14.4 Scope of Indemnities and Waivers. Except as provided in the following sentence, the indemnities and waivers contained in this Article 19 will apply regardless of the active or passive negligence or sole, joint, concurrent, or comparative negligence of any of the Landlord Parties or the e:\Sa\camphillgrlse 38 Tenant Parties, and regardless of .whether liability without fault or strict liability is imposed or sought to be imposed on any of them. The indemnities and waivers contained in this Article 14 will not apply to the extent of the percentage of liabilities that a final judgment of a court of competent jurisdiction establishes under the compazative negligence principles of the Commonwealth of Pennsylvania that a Claim was proximately caused by the willful misconduct or gross negligence of a Landlord Party or a Tenant Party; provided, however, thaC in such event the indemnity or waiver will remain valid for all other Landlord Pazties or Tenant Parties. 14.5 Survival. The provisions of this Article 14 will survive the expiration or earlier termination of this Lease until all Claims involving any of the indemnified or waived matters are fully and finally barred by the applicable statutes of limitations. 14.6 Duty to Defend. The duty to defend is separate and independent of the duty to Indemnify. The duty to defend includes Claims for which the indemnified Landlord Parties may be liable without fault or may be strictly liable. The duty to defend applies regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the indemnified person have been determined. The duty to defend applies immediately, regardless o€ whether the indemnified person has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any Claims Article 15 - Damage and Destruction 15.1 Notice. In the event of any material damage to or destruction of all or any part of Tenant's Building, Tenant will promptly give written notice thereof to Landlord, which notice shall generally describe the nature and extent of such damage or destruction. 15.2 Restoration. In the event of any damage to or destruction of all or any part of Tenant's Building by fire or other cause within the extended coverage of the insurance policies required to be carried by Tenant in accordance with this Lease, then, to the extent of the net proceeds received by Tenant plus any deductible maintained by Tenant, Tenant shall within two (2) months after receipt by Tenant of such insurance proceeds, commence and shall thereafter diligently and continuously prosecute to completion the restoration, replacement or rebuilding of Tenant's Building as nearly as practicable to its value, architectural condition and character as existed immediately prior to such damage or destruction so as to permit resumption of the use of Tenant's Building to as nearly the same degree as possible (pending e:\Sa\camphillgrlse 39 completion of the work, such restoration, replacement or rebuilding, together with any temporary repairs and property protection, are herein collectively referred to as "`Restoration°). In the event damage to or destruction of a substantial portion of Tenant's Building (which, fos purposes of this Section 15.2, shall mean damage or destruction having an estimated cost• of repair exceeding twenty-five percent (25~) of the estimated value of Tenant's Building immediately prior to such damage or destruction) occurs within the last two (2) years of the Term, Tenaat shall have the right, at its election and in lieu of fulfilling its obligations under this Section 15.2, to terminate this Lease upon written notice to Landlord given within thirty (30) days after the date of such damage or destruction and by paying to Landlord, simultaneously with such notice, a sum equal to all minimum annual rent and all additional charges under this Lease due from Tenant to Landlord to such early termination date specified by Tenant in its termination notice, together with all insurance proceeds due on account of any damage or destruction of Tenant's Building or any part thereof and an amount equal to any deductible maintained by Tenant, less and excepting only (i) the amount actually expended by Tenant in demolishing and removing all damaged gortions of Tenaat's Building and (ii) insurance proceeds attributable to Occupant's Equipment and personal property to the extent the total insurance proceeds exceed the full insurable value of Tenant's Building, and by surrendering•the Premises to Landlord, on or before the effective date of such termination, in a clean and sightly condition, free of any and all debris and damaged portions of Tenant's Building. in the event Tenant elects to terminate this Lease as provided above, Tenant shall have an additional forty-five (45) days after giving its termination notice within which to remove its property from the Premises and this Lease shall terminate as of the date when Tenant has vacated the Premises; provided however, that rent payments shall be adjusted from and after the date of such occurrence in proportion to the portion of Tenant's Building in which Tenant elects to continue operating after such occurrence. Tenant's obligation to demolish and remove damaged portions of Tenant's Building shall survive any termination of this Lease. Article 16 - Condemnation 16.1 Premises/Ingress and E Tess. If (i) more than ten percent (10$) of the Premises are expropriated, or (ii) any point of ingress and egress to the public roadways, substantially as depicted on the Site Plan, is materially impaired by a public or quasi-public authority so as to render, in Tenant's e:\Sa\camphillgrlse 90 sole opinion, the Premises unsuitable for the opezation of Tenant's business in the normal course, then Tenant shall have the option to terminate this Lease as of the date Tenant is deprived or denied thereof by giving thirty (30) days prior written notice to Landlord of such election within ninety (90} days from the date of such dispossession. Landlord's modification, consolidation or relocation of the ingress/egress drives from the Common Areas to Gettysburg Road, as provided in Section 9.8(d), shall not, however, give Tenant the right to take any actions under this Article 16. 16.2 Restoration of Premises. If any portion of the Premises is expropriated and this Lease is not terminated as provided above, then this Lease shall continue as to that portion of the Premises that has not been expropriated. In such event, Tenant shall, at its sole cost and expense, promptly and .with due diligence, restore the Premises, as nearly as practicable, to a complete unit of like quality and character as existed just prior to such expropriation. The minimum annual rent and additional rent shall abate until the restored Premises are reopened for business, but not for more than two hundred forty (240) days from the date of dispossession. The minimum annual rent shall be reduced in the proportion the Floor Area of the part of the Premises so expropriated bears to the total Floor Area of the Premises prior to such expropriation. 16.3 Parking Areas. If any of the parking area depicted on the Site Plan is expropriated by public or quasi-public authority so as to reduce the amount o£ parking below that required by Section 9.2, then Landlord shall make every zeasonable effort to substitute equivalent and similarly improved lands contiguous to and properly integrated with the remainder of the site depicted on the Site Plan. If Landlord is unable to substitute such lands, and if one or more expropriations in total deprive Tenant of the use of (i) more than ten percent (106} of such parking area in the No Parking Modification Area, or (ii) all other parking areas in the Shopping Center, then Tenant shall have the option to terminate this Lease at any time within twelve (12) months after such deprivation becomes effective by giving twenty-five (25) days prior written notice to Landlord. I6.4 Termination. If this Lease is terminated pursuant to this Article 16, then any minimum annual rent and other charges paid in advance shall be refunded to Tenant and Tenant shall have an additional forty-€ive (45) days within which to remove its property from the Premises, and this Lease shall terminate as of the date when Tenant has vacated the Premises; provided, however, that the minimum annual rent and additional rent shall be adjusted from and after the date of such expropriation in proportion to the portion of the Premises in which Tenant elects to continue operating after such e:\Sa\camphillgrlse ql expropriation occurs. At the time of any such termination, Landlord shall assign to Tenant that portion of any award payable as a result of such expropriation as shall equal the fair market value of Tenant`s Improvements, as reduced by the residual value of Tenant's Improvements at the end of the Term, assuming (i} all options to extend the Term have been exercised, and (ii) no expropriation had occurred. Landlord and Tenant agree that such residual value is Landlord's. Said fair market value shall initially be determined by Landlord. In the event that Tenant does not dispute Landlord's determination of the fair market value within thirty (30) days after Tenant's receipt of Landlord's notification thereof, then Landlord's determination shall be final and binding. In the event Tenant disputes Landlord's determination of, the fair market value, Tenant shall notify Landlord, within thirty (30) days of receiving Landlord's determination, of Tenant's election to resolve the dispute by arbitration, which notification shall also include the name of a qualified appraiser selected by Tenant. Within thirty (30) days after Landlord receives Tenant's election to dispute such determination, Landlord shall give Tenant notice of the qualified appraiser selected by Landlord, and the two appraisers shall, within fifteen (15) days thereafter, select a third qualified appraiser. The fair market value shall be determined within sixty (60) days after the selection of the panel of three appraisers under the Commercial Arbitration Rules of the American Arbitration Association. The determination of the appraisers shall be final, conclusive, binding and non-appealable. Provided, however, Tenant shall have such right to share in a condemnation award only if the award for Tenant's Improvements shall be made by the expropriating authority in addition to the award for the land comprising the Premises; however, Tenant's right to receive compensation for damages or to share in any award shall not be affected in any manner hereby if said compensation, damages or award is made by reason of the expropriation of any buildings or improvements constructed, made or owned by Tenant. 16.5 Temporary Taking. If there is a temporary taking of all or any portion of the Premises, Tenant shall give prompt notice thereof to Landlord, and the Term of this Lease shall not be reduced or affected in any way (it being agreed that a temporary taking shall be a taking for a period of less than six (6) months). In such case, Tenant shall continue to pay the full minimum annual rent and other sums and charges provided to be paid by Tenant hereunder. Tenant shall be entitled to the entire award for such taking (whether paid by way of damages, rent or otherwise) unless the period of occupation and use by the condemning authority shall extend beyond the date of expiration of the Term, in which case the award made for such taking shall e:\Sa\camphiligrlse 42 be apportioned between Landlord and Tenant as of the date of such expiration. In any proceeding for such temporary taking, Landlord shall have the right to intervene and participate, but no award or settlement shall be made without Tenant's written approval; provided that if such intervention shall not be permitted, Tenant shall, at Tenant's expense, consult with Landlord, its attorneys and experts, and shall cooperate with Landlord in the prosecution or defense of such proceeding. At the termination of any such use or occupation of the Premises, Tenant will, at its sole cost, repair and restore Tenant's Improvements then upon the Premises to the condition, as nearly as may be reasonably possible, in which such Tenant's improvements were at the time of such taking. Tenant shall not be required to make such repairs and restoration if the Term shall expire prior to the date of termination of the temporary taking, and in any such event, Landlord shall be entitled to recover all damages and awards arising out of the failure of the condemning authority to repair and restore Tenant's Improvements at the expiration of such temporary taking. Any recovery or sum received by Tenant as an award or compensation for ghysical damage to the Premises caused by and during the temporary taking shall be used to the extent necessary for the purpose of repairing or restoring such damage as required hereinabove. Article 17 - Assignment and Subletting 17.1 Restriction Against Subletting. Tenant shall have the right to sublease the Premises, without the consent of Landlord but with prior notice to Landlord, provided however, Tenant shall not sublease the Premises for operation of more than three separate business operations, nor shall Tenant divide the Premises into premises containing less than 7500 square feet of Floor Area (provided, however if portions of the Premises have been subleased so that there remains less than 7500 square feet of Floor Area, Tenant may subdivide the last portion of the Premises into premises containing less than 7500 square feet of Floor Area). Each sublessee shall be subject to all of the covenants and restrictions in this Lease. 17.2 Non-Disturbance of Sublessee. Upon request of Tenant or of Borders, Landlord shall execute and deliver to a sublessee or to a sublessee of Borders (together, hereinafter in this Section 17.2 referred to as a "sublessee") under an Approved Sublease (as defined below) an agreement to the effect that notwithstanding any termination o£ this Lease by Landlord on account of any default by Tenant, such Approved Sublease and the rights of the sublessee thereunder shall not be disturbed by Landlord but shall continue in full force and effect so long as such sublessee shall continue to observe and e:\Sa\camphillgrlse 43 perform all of its obligations under such Approved Sublease (a "Recognition Agreement"); provided, however, that (1) Landlord shall have no liability for defaults of landlord under such Approved Sublease or for any offsets, claims or defenses against landlord thereunder, provided that from and after the acquisition of the landlord's interest in such Approved Sublease, Landlord shall be obligated to perform the obligations of the landlord under such Approved Sublease arising thereafter and to cure any default of a continuing nature, and (2) Landlord shall not be bound by any amendment to the Approved Sublease to which Landlord has not agreed in writing, unless such amendment does not impose upon Landlord any obligation in excess of the obligations under this Lease. A sublease shall be considered an "Approved Sublease" if it (i) either (A) obligates the sublessee (s) to pay minimum annual rent in an amount not less than a proportionate share of the Annual Rent payable under the sublease between Tenant and Borders (which proportionate share shall be based upon the Floor Area of the premises sublet by any sublessee as compared •to the total Floor Area of the Premises) as well as its proportionate share of Taxes Applicable to the Premises, CAM Expenses, and all other charges payable by Tenant under this Lease, or (B) obligates the sublessee to agree with Landlord in the Recognition Agreement that if the sublessee's monetary obligations are less than that described in subsection (A) above, then upon termination of this Lease sublessee's monetary obligations to Landlord shall equal (or, in the case of a partial sublease, equal a proportionate share of) the obligations described in subsection (A) above; (ii) demises not less than seven thousand five hundred (7,500) square feet of Floor Area and is configured such that the marketability of the balance of unleased space in the• Premises is not materially diminished in Landlord's reasonable business judgment and as evidenced by an independent real estate professional's written appraisal; (iii) has a term which does not exceed the Initial Term of this Lease, as such Term may have been theretofore extended pursuant to the terms of this Lease; and (iv) relates to space that has its own, separate entrance from the exterior of the Premises. Notwithstanding the foregoing, Landlord shall have no obligation to execute or deliver a Recognition Agreement under this Section 17.2 with respect to any sublessee that (i) leased other space in the Shopping Center immediately prior to its sublease of all or part of the Premises and (ii) abandoned such space on account of such sublease. 17.3 Assignment. Tenant shall have the right to assign this Lease, without the consent of Landlord but with prior notice to Landlord, provided, however, that as a condition to any such assignment of this Lease, the assignee must properly execute and deliver to Landlord a written assumption agreement for the benefit of Landlord, in a form reasonably acceptable to e=\Sa\camphillgrlse qq Landlord, whereby such assignee legally binds itself to pay the minimum annual rent and all additional charges due under this Lease and to observe and perform all of the other terms, conditions and provisions of this Lease on the part of Tenant to be observed or performed. 17.4 Assignee's Liability. Any person who shall, by operation of law or otherwise, become an assignee of this Lease or become vested with a leasehold interest hereunder shall be bound by and be liable upon all the terms, covenants, provisions and conditions contained in this Lease during the Term, whether or not of the nature of covenants ordinarily running with the land, but neither Tenant nor any subsequent Tenant whose interest fs assigned or divested shall be relieved of liability hereunder other than by an express release from liability executed in writing by Landlord, which release Landlord shall be under no duty or obligation to execute. Likewise, no course of dealing with any assignee, any other party vested with a leasehold interest hereunder, or any sublessee shall release or relieve Tenant from liability under this Lease. Article 18 - Leasehold Mort age 18.1 No Landlord Subordination. Landlord's right, title and interest herein and in the Premises shall not be subordinated to the lien, priority and security title of any encumbrance of this Lease or the interest of Tenant hereunder as security for any indebtedness Tenant may incur, whether by deed to secure debt, mortgage, deed of trust or other security instrument (all or any one of which is hereinafter referred to as a "Leasehold Mort a e" and the owner or owners or holder or holders of all or any of which is hereinafter referred to as a "Leasehold Mort agee"), and Landlord's right to receive minimum annual rent and additional charges hereunder shall have priority over any rights of any Leasehold Mortgagee. 18.2 Tenant's Right to Grant Leasehold Mort age. Tenant shall have the right to convey Tenant's interest under this Lease to an Institutional Lender. No Leasehold Mortgage shall be binding upon Landlord with respect to the enforcement of the rights and remedies contained herein and provided by law for the benefit of any Leasehold Mortgagee unless and until an executed counterpart of such Leasehold Mortgage shall have first been delivered to Landlord, notwithstanding any other form of notice to Landlord, actual or constructive. 18.3 Notice to Leasehold Mort a ee. If Landlord shall have received from Tenant or from a Leasehold Mortgagee, prior to any Event of Default hereunder, written notice in the manner provided in Section 22.3 hereof, e:\Sa\camphillgrlse 45 specifying the name and address of such Leasehold Mortgagee and requesting that Landlord give to such Leasehold Mortgagee a copy of each notice of default by Tenant at the same time as and whenever any such notice of default shall thereafter be given by Landlord to Tenant, then Landlord shall comply with such request by giving such notice, addressed to such Leasehold Mortgagee at the address last furnished to Landlord. Landlord shall accept performance by any Leasehold Mortgagee of any covenant, condition or agreement on Tenant's part to be performed hereunder with the same force and effect as though performed by Tenant, if, at the time of such performance (or prior thereto), Landlord shall be (or shall have been) furnished with evidence reasonably satisfactory to Landlord of the interest in this Lease claimed by the Leasehold Mortgagee tendering such performance. 18.4 New Lease to Leasehold Mort a ee. In case of termination of this Lease by reason of the happening of any Event of Default, Landlord shall give notice thereof to any Leasehold Mortgagee which shall have notified Landlord of its name and address pursuant to Section 18.3, which notice shall be addressed to such Leasehold Mortgagee at the address last furnished to Landlord. If within ten (10) days after the giving of such notice, such Leasehold Mortgagee shall pay, or assume the payment of, all minimum annual rent and any and all other sums due and payable by Tenant hereunder as of the date of such termination, together with an amount of money equal to the amount which, but for such termination, would have become due and payable under this Lease, Landlord shall, upon the written request of such Leasehold Mortgagee made any time within s9.xty (60) days from the date of notice given to the Leasehold Mortgagee of such termination, execute and deliver a new lease of the Premises to such Leasehold Mortgagee for the remainder of the Term, upon the same terms, covenants, conditions, limitations and agreements herein contained, but subject to the rights, if any, of parties then in possession (actual or constructive) of all or any part of the Premises; provided, however, that such Leasehold Mortgagee shall have paid to Landlord all minimum annual rent and other charges due under this Lease up to and including the date of the commencement of the term of such new lease, together with all expenses, including attorneys' fees, incident to the execution and delivery of such new lease, and that nothing contained herein shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such Leasehold Mortgagee. 18.5 Landlord's Agreement To Forbear. Landlord agrees, for the benefit of any Leasehold Mortgagee who shall become entitled to notice as provided in this Section 18.5, that Landlord will not give or serve any notice of termination of this Lease upon Tenant pursuant to Section 19.2 hereof, if e:\Sa\camphillgrise q6 within ten (10) days after the receipt by such Leasehold Mortgagee of written notice of the particular Event of Default, such Leasehold Mortgagee shall have served upon Landlord notice of the intention of such Leasehold Mortgagee either to acquire Tenant's interest in the Premises by foreclosure of its Leasehold Mortgage, or to secure the appointment of a receiver or otherwrise obtain possession of the Premises and cure such default in the ease of an Event of Default which requires entry upon the Premises by such Leasehold Mortgagee in order to cure the same; provided, however, that such Leasehold Mortgagee shall pay all minimum annual rent and additional charges then due and shall diligently pursue and prosecute the intention as expressed in such notice to Landlord, and such notice of intention incorporates an assumption by such Leasehold Mortgagee of all of the obligations of Tenant under this Lease susceptible of being performed by such Leasehold Mortgagee during such forbearance, including, but not limited to, the obligation to pay all rent and all other charges then due or to become due during such forbearance, a covenant by such Leasehold Mortgagee that the net subrental proceeds collected by any receiver or mortgagee in possession shall inure to the benefit of and be paid to Landlord unless such Leasehold Mortgagee cures all such defaults, whereupon all such net subrental proceeds shall be paid to such Leasehold Mortgagee, and an indemnification by such Leasehold Mortgagee in favor of Landlord which shall hold Landlord harmless from and against any liability, loss and expense occasioned by or arising out of such forbearance notwithstanding any notice to Landlord of discontinuance of proceedings or relinquishment of possession by such Leasehold Mortgagee. Notwithstanding anything to the contrary in the immediately preceding paragraph concerning Landlord's forbearance, Landlord shall not be precluded from exercising any rights or remedies under this Lease with respect to any other default by Tenant during any such period of forbearance. 18.6 Assumption Agreement. No Leasehold Mortgagee or purchaser at foreclosure shall be entitled to become the owner of Tenant's interest in this Lease unless such Leasehold Mortgagee or purchaser shall first have delivered to Landlord an assumption agreement, executed in recordable form, wherein and whereby such Leasehold Mortgagee or purchaser assumes the performance of all the terms, covenants and conditions of this Lease during the period it is the owner of Tenant's interest in this Lease, and expressly confirms that the same are in full force and effect. If any Leasehold Mortgagee shall acquire title to Tenant's interest in this Lease by foreclosure, assignment in lieu of foreclosure or otherwise, or under a new lease pursuant to Section 18.4, such Leasehold Mortgagee may assign such lease in accordance with the provisions of Article 17 hereof and e:\5a\camphillgrlse 47 such Leasehold Mortgagee shall thereupon be released from any further liability for the performance or observance of the covenants and conditions under this Lease contained on the Tenant's part to be performed and observed after the date of such assignment, provided, further, that the assignee from such Leasehold Mortgagee shall have expressly assumed in writing for the benefit of Landlord all of the obligations of Tenant under this Lease. Article 19 - Default 19.1 Event of Default. The occurrence of any of the following acts, events or conditions, notwithstanding the pendency of any proceeding which has or might have the effect of preventiaq Tenant from complying with the terms, conditions or covenants of this Lease, shall constitute an ^Event of Default" under this Lease: (a) The minimum annual rent or any other sum of money payable •under this Lease is not paid when due and such failure shall continue for ten (10) days after written notice of such failure; provided, however, such notice and such grace period shall be required to be provided by Landlord and shall be accorded Tenant, if necessary, only two (2) times during any twelve (12) consecutive month period of the Term, and an Event of Default shall be deemed to have immediately occurred upon the third failure by Tenant to make a timely payment as aforesaid within any twelve (12) consecutive month period of the Term, it being intended that such notice and such grace period shall protect against infrequent unforeseen clerical errors beyond the control of Tenant, and shall not protect against Tenant's lack of diligence or planning in connection with its obligations to make timely payment of minimum annual rent and other amounts due hereunder; (b) The failure or refusal of Tenant to fulfill or perform any other covenant, agreement or obligation of Tenant hereunder if such failure or refusal shall continue without correction for a period of thirty-five (35} consecutive calendar days from and after notice thereof to Tenant, provided that if such covenant, agreement or obligation shall be of such nature that it can be fulfilled or performed and if Tenant in good faith commences to fulfill or perform it within said thirty-five (35) day period, but due to its nature it could not be reasonably fulfilled or performed within said thirty-five (35) day period exercising due diligence, an Event of Default shall not be deemed to have occurred if Tenant is then diligently pursuing the fulfillment or performance of the covenant, agreement or obligation and shall thereafter continuously and diligently proceed therewith until completion; or e:\Sa\camphillgrlse 48 (c) Any attempt by Tenant to make any sale, assignment, mortgage, pledge, hypothecation or other transfer of this Lease or any interest of Tenant hereundez or in the Premises or to sublet the Premises without full compliance with any and all requirements therefor set forth in this Lease. 19.2 Remedies. Upon the occurrence of an Event of Default, Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity oz by this Lease: {a) Landlord, with or without terminating this Lease, may perform, correct or repair any condition which shall constitute a failure on Tenant's part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease, and Landlord may reenter the Premises for such purposes, and Tenant shall fully reimburse and compensate Landlord on demand for all costs and expenses incurred by Landlord in 'such performance, correction or repair, including, without limitation, accrued interest from the date of demand until date of payment at 39 above the prime rate as published in the Wall Street Journal. (b) Landlord, with or without terminating this Lease, may i~nediately or at any time thereafter demand in writing that Tenant vacate the Premises and thereupon Tenant shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of, or with the consent of Tenant, within three (3} business days of receipt by Tenant of such notice from Landlord, whereupon Landlord shall have the right to reenter and take possession of the Premises. Any such demand, reentry and taking possession of the Premises by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Premises by Tenant and shall not of itself constitute a termination of Chis Lease by Landlord. (c) Landlord, with or without terminating this Lease, may immmediately or at any time thereafter reenter the Premises and remove therefrom Tenant and all property belonging to or placed on the Premises by, at the direction of, or with the consent of Tenant. Any such reentry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Premises by Tenant and shall not of itself constitute a termination of this Lease by Landlord. (d) Landlord, with or without terminating this Lease, may immediately or at any time thereafter relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term), at such rental or rentals and upon such other terms and conditions as Landlord in e:\Sa\camphiligrlse 99 its sole discretion may deem advisable, and Landlord may make any alterations, redecorations or repairs to the Premises which it may deem reasonably necessary or proper to facilitate such reletting; and Tenant shall pay all costs of such reletting including but not limited to the reasonable cost di any such alterations, redecorations and repairs made to the Premises, reasonable attorneys' £ees and reasonable brokerage comiaissions; and if this Lease shall not have been terminated, Tenant shall continue to pay all minimum annual rent and all other charges due under this Lease up to and including, without limitation, the date of beginning of payment of rent by any subsequent tenant of part or all of the Premises, and thereafter Tenant shall pay monthly during the remainder of the Term the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants, and the minimum annual rent and other charges reserved in this Lease, but Tenant shall not be entitled to receive any excess of any such rents collected over• the minimum annual rent reserved herein. (e) Subject to any express provision of this Lease to the contrary, Landlord may immediately or at any time thereafter terminate this Lease, and this Lease shall be deemed to have been terminated upon receipt by Tenant of written notice of such termination. Upon such termination, Landlord shall recover from Tenant all arrearages in minimum annual rent, all other charges due under this Lease, costs, charges, assessments, and reimbursements, the cost (including, without limitation, court costs and attorneys' fees) of recovering possession of the Premises and, in addition thereto, Landlord may declare to be due and payable immediately the then present value (calculated with a discount factor of ten percent [10&] per annum} of the difference between (x) the entire amount of minimum annual rent and other charges and assessments which in Landlord'•s reasonable determination would become due and payable during the remainder of the Term (in the absence of the termination of this Lease), and (y) the then fair market rental value of the Premises for the remainder of the Term. Upon the acceleration of such amounts, Tenant agrees to pay the same at once, in addition to all minimum annual rent, costs, charges, assessments, and reimbursements theretofore due; provided, however, that such payment shall not constitute a penalty or forfeiture, but shall constitute liquidated damages for Tenant's failure to comply with the terms and provisions of this Lease (Landlord and Tenant agreeing that Landlord's actual damages in such event are impossible to ascertain and that the amount set forth above is a reasonable estimate thereof). (f) Landlord shall, in all instances where practicable, be required to use commercially reasonable efforts to mitigate damages if an Event of Default by Tenant shall occur. e_\Sa\caznphillgrlse 50 19.3 Tenant's Right to Cuze Landlord's Default. The provisions of this Section 19.3 shall only be effective while Borders, or any Related Corporation of Borders, is the subtenant of Tenant's Building. If Landlord either {a) neglects to pay when due any obligations on any mortgage, deed of trust, or other encumbrance affecting title to the Premises to which this Lease is subordinate, and for which Tenant has not received a non-disturbance agreement, (b) fails to perform any obligation specified in this Lease, or (c) breaches or fails to satisfy any representation, warranty or covenant specified in this Lease or in the Declaration, then Tenant may, to the extent possible, after the continuance of any such default for ten (10) days (for monetary default) or, except in the case of an emergency, for thirty (30) days (for non-monetary default) after written notice thereof by Tenant to Landlord (or, with respect to non-monetary defaults only, such longer period as Landlord may reasonably require to effect such cure, provided such breach is capable of being cured and Landlord commences appropriate curative action 'within such thirty {30) day period and thereafter diligently and continuously prosecutes such cure to completion within an additional sixty (60) days after the expiration of such thirty (30) day period), pay said principal, interest or other charges or cure ..such default oz breach, ail on behalf of and at the expense of Landlord, and do all necessary work and make all necessary payments in connection therewith. Landlord shall pay Tenant the amount so paid by Tenant, together with interest thereon at the rate specified in Section 19.2(a) from the date of payment until re-payment, within ten (10) days after written notice from Tenant that such cost has been incurred. If Landlord fails to pay the amount requested by Tenant together with such interest within such ten (ZO) day period, then Tenant may withhold up to twenty-five (25~k) percent of the minimum rent thereafter due Landlord and apply such withheld amounts to the payment of such indebtedness until such indebtedness is fully satisfied. If Tenant has not received (or received credit for) all such amounts and interest thereon at the expiration of the Term, Tenant may, at its option, extend the Term on the same terms and conditions then in effect until all such amounts and interest thereon are fully paid by application of minimum rent and additional rent accruing during such extended Tetm. If the holder of a properly recorded first mortgage or deed of trust has notified Tenant, in writing, that it is the holder of such lien on the Premises and shall so request, then Tenant shall provide such holder with a duplicate copy of any notice sent to Landlord covering a default hereunder and such holder shall be granted sixty (60) days after receipt thereof to correct or remedy such default {provided, however, that such holder shall provide written notice to Tenant on or before the thirty-first (31") day after receipt of Tenant's e:\Sa\camphillgrlse S1 notice of default as to whether such holder intends to cure said default}. Notwithstanding the foregoing, if Landlord is in default under this Section 19.3 due to Landlord's failure to perform any obligation, of exercise any right, under the Declaration, and Tenant cannot, pursuant to the terms of the Declaration, cure such default on behalf of and at the expense of Landlord, then Tenant may, after the continuance of any such default for ten (10) days (for monetary default) or, except in the case of an emergency, for thirty (30) days (for non-monetary default) after written notice thereof by Tenant to Landlord (or, with respect to non-monetary defaults only, such longer period as Landlord may reasonably require to effect such cure, provided such breach is capable of being cured and Landlord commences appropriate curative action within such thirty (30) day period and thereafter diligently and continuously prosecutes such cure to completion within an additional sixty (60} days after the expiration of such thirty (30) day period), withhold up to fifty (50$) percent of the minimum rent thereafter due Landlord until such time as Landlord is no longer in default under this Lease. Article 20 - Transfer of Landlord's Interest In the event of any transfer or conveyance of title to the Premises or the Landlord Parcel or any part thereof, Landlord herein named (or the then grantor if Landlord herein named shall have previously made such a transfer or conveyance) shall be automatically released of all liability as respects the performance of any and all obligations on the part of Landlord thereafter to be performed hereunder. Article 21 - The Condominium Documents 21.1 Lease Subiect to Condominium Documents. This Lease is subject and subordinate to the Condominium Documents and any amendments, modifications and supplements thereto and restatements and replacements thereof. Landlord, as the Declarent pursuant to the Declaration and as a member of the Condominium Association, hereby confirms and agrees that at such time and from time to time as Tenant shall serve upon Landlord a notice requesting Landlord to cause the Condominium Association to act or not act, as applicable, pursuant to the terms and provisions of the Declaration, Landlord shall be obligated to undertake reasonable and diligent efforts {including, without limitation, instituting litigation, if necessary) to cause the Association to act or not act as applicable, and Landlord shall be further obligated to exercise any and e:\Sa\camphillgrlse 52 all rights and remedies available under the Declaration in furtherance thereof. 21.2 Landlord's Obligations. (a) So long as this Lease remains in effect, Landlord agrees: (i) Not to consent to any cancellation of the Declaration, or enter into any amendment, modification or supplementation thereof, or waive any of its rights thereunder, which adversely affect the use, operation or visibility of, or access to, the Premises in contravention of the terms and provisions of this Lease, in each instance without the express written consent of Tenant; Landlord will promptly provide Tenant with a notice of any such proposed amendment, modification, supplementation or cancellation; (ii) Not to assign its rights as the "Unit Owner" of Unit No. 2 under the Declaration to any person or entity other than a successor Landlord under this Lease that has expressly assumed and agreed to be bound in writing by all of the covenants, obligations and liabilities of Landlord under this Lease, including, without limitation, the covenants under this Section 2I.2; (iii) Not to charge Tenant for any costs or charges incurred by or assessed against Landlord under or with respect to the Declaration, other than such costs or charges as are expressly included by the terms of this Lease, and even in the event of such inclusion, subject to the terms and limitations set forth in this Lease; (iv) Not to consent to or permit any activity, event or occurrence that would violate Section 9.8 of this Lease without Tenant's express written consent, which may be granted or withheld for any reason or for no reason; (v) To exercise its rights under the Declaration in a manner that promotes the best interests of Tenant and the other tenants and occupants of the Shopping Center and, in any event, consistent with the rights of Tenant and the obligations of Landlord under this Lease; (vi) To exercise promptly all rights available to Landlord under the Declaration that relate to rights of Tenant under this Lease, and to enforce promptly the obligations of other persons or entities that are parties to the Declaration or otherwise subject to the terms thereof, upon the reasonable request of but at no cost to Tenant; (vii) To deliver to Tenant copies of insurance certificates and policies that Landlord is entitled to receive under the Declaration, and to compel the Declarent under the Declaration to add Tenant as an additional insured under such policies as contemplated by the terms of the Declaration; and e:\Sa\camphillgrlse 53 (viii) To deliver to Tenant all notices received by Landlord under or pursuant to the Declaration with respect to any matter that could have a material impact on Tenant or its operations in the Premises. (b) If Landlord shall default under this Section 21.2, then in addition to all other rights and remedies of Tenant as a result thereof, Tenant's rights with respect thereto hereunder shall include, without limitation, the right to bring suit in the name of Landlord to enforce the Declaration and Landlord shall cooperate with Tenant in so doing. Article 22 - General 22.1 Remedies Cumulative. All rights, privileges and remedies afforded either of the parties hereto by this Lease or by law shall be deemed cumulative and the exercise of any one of such rights, pzivileges and remedies shall not be deemed to be a waiver of any other right, privilege or remedy •provided for herein or granted by law. 22.2 Applicable Law. This Lease sha12 be construed according to, and be governed by, the law of the Commonwealth of Pennsylvania. 22.3 Notices. Any notice, demand, consent, approval, request, statement, document or other communication required or permitted to be given to or served upon either party hereto pursuant to this Lease or applicable law shall be in writing and shall be sent by certified mail, return receipt requested, or by a reputable overnight delivery service, postage or other charges prepaid, addressed: if to Landlord by certified U. S. Mail: The Bon-Ton Department Stores, Inc. P. O. Box 2821 York, Pennsylvania 17405-2821 Attention: Senior Vice President - Real Estate, Legal and Governmental Affairs if to Landlord by other delivery service: The Bon-Ton Department Stores, Inc. 2801 E. Market Street York, Pennsylvania 17402 - 2495 Attention: Senior Vice President - Real Estate, Legal and Governmental Affairs with a duplicate copy delivered in either case, by certified U. S. Maii to: The Bon-Ton Department Stores, Inc. P. O. Box 2821 York, Pennsylvania 17905-2821 Attention: Vice President and Secretary Real Estate and Corporate Counsel e:\Sa\camphillgtlse 59 if to Tenant: G.G. Camp Hill 2000, L.P. c/o Glimcher Group 1 Mellon Center 500 Grant street, Suite 2000 Pittsburgh, PA 15215 Attn: Robert I. Glimcher with duplicate copies delivered by certified U.S. Mail to each of: Sittig, Cortese 6 Wratcher 1515 Frick Building Pittsburgh, PA 15219 Attn: William R. Sittig, Jr., Esq. Borders, Inc. 100 Phoenix Drive Ann Arbor, MI 48108-2202 Attn: Vice President - Development Douglas G. McClure, Esq. Colin, MclCenney 6 Philbrick, P. C. 350 South Main Street Suite 400 Ann Arbor, MI 48104-2131 All such communications sent in accordance with the foregoing provisions shall be deemed to have been given or served as of the date of such mailing or transmittal. Either Landlord or Tenant may, by notice to the other as aforesaid, designate a different address or different addresses to which communications intended for it are to be sent. 22.4 Surrender. Tenant agrees that upon the termination of this Lease, whether by expiration of time or otherwise, possession of the Premises will be surrendered to Landlord broom-clean and in good, tenantable condition, except as otherwise provided in this Lease. 22.5 No Third Partv Beneficiary. Except as herein specifically provided, no rights, obligations, privileges or iuanunities of either Landlord or Tenant contained herein shall inure to the benefit of any third party; nor shall any third party be deemed to be a third party beneficiary of any of the provisions contained herein. 22.6 No Joint Venture. The relationship of the parties is that of landlord and tenant only, and nothing in this Lease shall be construed as creating a partnership, joint venture, principal-agent or any other relationship. Except as expressly otherwise provided herein, neither party shall have any right or power to create any expense or liability chargeable to the other party. 22.7 No Broker. Tenant and Landlord represent and warrant to the other that neither Tenant nor Landlord has dealt with any broker or finder entitled to any commission, fee or other compensation by reason of the execution of this Lease other than Steven Arciuolo. d/b/a Real Estate Development Services, and Landlord agrees to pay all commissions, fees, or compensation due Steven Arciuolo. Each party agrees to indemnify and hold the other harmless from any e:\Sa\camphillgrlse 55 charge, liability or expense (including attorney's fees} the other may suffer, sustain or incur in respect to any claim for a commission, fee or other compensation by a broker or finder other than Steven Arciuolo claiming by, through or under the other party. 22.8 Waiver of Performance by Either Party. One or more waivers of any covenant, term or condition of this Lease by either party shall not be construed as a waiver of a subsequent breach of the same or any other covenant, term or condition; nor shall any delay or omission by either party to seek a remedy for any breach of this Lease or to exercise a right accruing to such party by reason of such breach be deemed a waiver by such party of its remedies or rights with respect to such breach. The consent or approval by either pasty to or of any act by the other party requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any similar act. 22.9 Interpretation. For purposes of interpreting provisions of this •lease the following shall apply: {a) Words and phrases used in the singular shall be deemed to include the plural and vice versa, and nouns and pronouns used in any particular gender shall be deemed to include any other gender. (b) Captions throughout this Lease and the Index are inserted only as a matter of convenience and are not to be given any effect whatsoever in construiag this Lease. (c) All references in this Lease to Articles, Sections or subsections refer to Articles, Sections or subsections of this Lease unless otherwise stated. 22.10 Lease Binding on Successors. Subject to the provisions of Articles 17 and 20, all covenants, terms and conditions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their heirs, devisees, executors, administrators, successors in interest and assigns and grantees of Landlord, and shall be deemed to run with the land. The covenants, terms and conditions of this Lease may be changed, modified or discharged only by an instrument in writing signed by the party against whom enforcement of the change, modification oz discharge is sought or by such party's duly authorized agent. 22.11 Memorandum of Lease/Transfer Tax. Landlord and Tenant agree that neither party will record this Lease unless consented to by the other. The parties have executed and delivered a memorandum of this Lease in recordable form. Tenant and Landlord each agree to pay one-half of all recording charges, transfer taxes and other taxes imposed upon this Lease, the memorandum, oz the recording thereof. e:\Sa\camphillgrlse 56 22.12 Unavoidable Delays. Whenever a party fails to perform a non- monetary obligation hereunder, and such failure is attributable to an Unavoidable Delay, the failure of such performance shall be excused for the period attributable to the Unavoidable Delay. The fact that the term "Vnavoidable Delay" is used in specific provisions of this Lease shall not limit the applicability of this Section 22.12. 22.13 Partial Invalidity. If any covenant, term or condition of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such covenant, term or condition shall not be affected thereby. 22.14 Estoppel Certificates. (a) Tenant agrees, from time to time, upon not less than twenty (20) days prior notice from Landlord, to execute, acknowledge and deliver to Landlord or to the holder of any mortgage affecting the Landlord Parcel or the Premises or any other parties specified by Landlord or by the holder of any -such mortgage, a statement certifying that this Lease is unmodified and in full force and effect, or if there have been modifications, that this Lease is in full force and effect as modified, the date to which rent and other charges payable hereunder have been paid, and stating whether or not, to the best knowledge of the signer of such certificate, Landlord is in default of the performance of any covenant, agreement or condition contained in this Lease and if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant to this Section may be relied upon by Landlord or any prospective purchaser of the Landlord Parcel or any mortgagee or prospective mortgagee. (b) Landlord agrees, from time to time, upon not less than twenty (20) days prior notice from Tenant, to execute, acknowledge and deliver to Tenant or to the holder of any mortgage affecting Tenant's interest in this Lease or any other parties specified by Tenant or by the holder of any such mortgage, a statement certifying that this Lease is unmodified and in full force and effect, or if there have been modifications, that this Lease is in full force and effect as modified, the date to which rent and other charges payable hereunder have been paid, and stating whether or not, to the best knowledge of .the signer of such certificate, Tenant is in default of the performance of any covenant, agreement or condition contained in this Lease and if so, specifying each such default of which the signer may have knowledge, it being intended that any such statement delivered pursuant to this Section may be relied upon by Tenant or any mortgagee or prospective mortgagee of Tenant's interest in this Lease. e:\Sa\camphillgrlse 5~ IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed as of the day and year first above written. LANDLORD: THE BON-TON DEPARTMENT STORES, INC. H. Stephen Evans Senior Vice President - Real Est te, Legal and Governmental Affair TENANT: G.G. CAMP HILL 2000, L.P. By: Glimcher Venture Holdings, Znc. Its general partner By: Robert I Glimcher President e:\Sa\camPhillgrlse 58 IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed as of the day and year first above written. LANDLORD: THE BON-TON DEPARTMENT STORES, INC. By: H. Stephen Evans Senior Vice President - Real Estate, Legal and Governmental Affairs TENANT: G.G. CAMP HILL 2000, L.P. By: MCHER VENT 0 INGS, INC. It eneral rtner BY~ ~~ Robert I Giimch r President e:\Sa\camphi2lgrlse 58 EXHIBIT A Description of Landlord Parcel A!L THDSE CFRTAM piecse a< pareds of land situated in fhs Township of Lorsr Men. Cocrrty of LlrmbsAarrd and Slate o/ Penn vanrq bounded and deaer~ed in accordance with o survey by D.P. Roffonaperge , Regial~ed Surveyor, doted March 2~ 1964. and redaed Apra 3. 1964. an /albs, to wit: minutes West, o dblonee ofe230tn from >M hlrseat MrthaZpnter8ns ~ N~tu~Oe tysbu~g Pica. 4 T~ro~ ~ Routs iS (120 R wills) and the afa'ssoid eaataAr rlghl of wayy Fare of Femweod Avenue, and bsYrg of Un norMreal eornar of IoM now a tonnMy of Humble Oi t Ro}itinp Ca: thence dorg tM eaeteAy sbs of Fernrood Avenue NortA 35 degrees 30 rnewrtes wed a didana of <1A03 tt. to o poht of oornsr of lands rcow ar r«m.rty of Earl S. Zirrswarman; thanes by the acme North 56 degrees 01 minute Eoal o distarae of 200 f1 b o Pik Iherres byy the saws North 35 dsgreae 30 minutes Mrest o adance of i50 R to o pout in fM ew-terlire of Old Wttysbrrti Pks (qd Revte 15), thanes by the acme North SB degrees Oi minute East a aatsvae e! 694.64 fF. to o spin en sob centerlNr, thence eanttnutnq North 56 degrees 09 mtnules Easl f10.70 fL to o point on sob antsAMres tlrw-ee aa~d 0~ Rou~ ~ Thw~tws ~ x.00 N, to o point of the southerly rtgM of way iba of the rom0ps~laao~dnc from mdist~anene East 149.50 ft to 0 owing ~«~ a~ O0~0s long said AgM °~~ o ~s of 200.79 R a6 prink thence on o serve to 6n Agh1 sob arve onq sold torus 7At10 if. to o Pohk thence Nerfh 60 degrees <t miruter East !92.34 iL t0 a poivk thence South 59 degrees 14 minutes Ead 274.34 R io o point in the venter ine of Nsr Troflb Route Ri: them donq the centeAhs and along Ilse of other tondo nor or fonnMy of Oral d 2lmmsrtnon and EMe tE 2ltirrrsrrtrao. the fa8owhq dlstanees and causes: South 31 deepsss 37 miwtp Wed 100 it le s poink Ihanoe SarYr 33 deyaes OS mirwtss West loo ft to o prink thanee Saoth 34 degroea 4S miweles Mies! IOD fE to a prink themes $outlr 36 degrees 25 minutes Most 10D it to o prink thenp South 37 dagrans 32 mYwtes Wed 40.62 ft to a poles tlranee eantirwrinq Borg the sdd oentsAtne and other lands of Cionlart herein, fhs irg earrses and astonwe: Sarlh 3B degrosa 33 mirwtes West 100 R: South 40 degrees OS rnrwtea Wed t00 youth 4t dagnes 80 mAwrMa Mlsst 100 f!- South 43 degrees 34 minutes Mkst 100 R.: South 44 degrees 49 mtnutsa West 100 tt.: South <6 degroes 28 miwta West 100 tt; South 48 degrees 10 minutes Wed 100 lt.: and South 49 degrees 39 minuip West o dntanee of 24L68 R. to o point on said anterOns at Sauthsest earner of land now a fomverty of ilwnbie 06 do Rsfhlnq Co.; thence by sold land North 35 degree 30 minutas tFest o astanoe o/ 2~ R to o print et lire Nertheadem Bomar of said boll now or'fonmsrly of HrsnWe Oi k Referinq Ce.; themes by said IoM Sou6r N degrees 39 mlrnrtes bleat a dbtonee of 770 R. to a point al the eoateAy side of Fernrood Avenue 25 R wbe the point and pl«e of beginning. ( ) EXCFPTiNG THEREAVT AND THEREFROM ALL THAT 1~RTAii bt or tr«t of ground altuate0 In Lower Alen Township, Cumberland County and Carvaonwedth o/ Pennsytvoniq moro poNinlarly bounded and desuibed a4 falbws, to wR: oEGMNMO at o print an than Eastern right-of-way 6ne of Farnwrood, Avenue, wirkh poMt la dm ioaote0 113.00 test more a ten South of the Sautheod comer o1 Femwoad Avenw and eb Oettyaburg Road; TFEJtCE br lands of now er formMy Dean Vaughn North & degroes 25 mlrwtsa 24 seconds Eft 117.37 feet !o the Wedem rght-ot-royy I'ne of Fernwood Avenue Relaoaled; thence by afarunentbned right-of-rey foe by o curve !o the teR a raQsra of 1697.02 test an ors length o/ 79.83 test to o potnk tbena b some North 73 degrees 07 mirwtas OS ssaands Eost 10.00 feet to a poink tlrenee by some py o prve to 1M NR laving a roans of 166702 feet on ore length of 293.70 feet to o prink thence by name South 57 degrees /3 mirwtsa 25 seconds Wed 49.50 feet to o point on the Eastern right-of-way line of Fernwoed Averwr, thmee by oforementhxced right-of-ray pne NoriN 3i degrees St minutes 46 seconds West 375.J8 test to 0 point bong the pl«s of beginning. E7~iZBIT D Scope of Work - Exterior Renovation of The Son-Ton Store Building All by Daniel J. Barteluce, Architect A-1 dated 6/30/00 Floor Plan/Roof Plan/Roof Detail Plans A-2 dated '7/24/00 Exterior Details A-3 dated 6/30/00 Entrance #1 Details A-4 dated 6/30/00 Entrance #2 Details A-5 dated 6/30/00 Entrance #3 Details A-6 dated 6/30/00 Plan and Section Details D-1 dated 5/30/00 Demolition Plans D-2 dated 6/30/00 Demolition Elevations EXHIBIT E Phasing Schedule For Performance of Landlord's Work Work Phase 1 ' The wozk described in Section 5.1(i) with respect to the Phase I area shown on the plan attached as Exhibit E-1. Phase 2 The work described in Section 5.1(i) with respect to the Phase 2 area shown on Exhibit E-1. Completion Payment Date Gn Completion 10/1/00 $100,000 10/12/00 Phase 3 11/3/00 The work described in Section 5.1(i) with respect to the Phase 3 area shown on Exhibit E-1, provided the Phase 3 area shall be sealed rather than paved. $100,000 S 25,000 Phase 4 12/1/00 $ 25,000 The work described in Section 5.1(i} with respect to the Phase 4 area shown on Exhibit E-1 Phase 5 11/3/00 The work described in Section 5.1(v). Note: payment shall be due on completion of the work, not on the specified Completion Date. ,. .,. ~.~ ` .~ \ ~' { t.. _ _a ~ ~~~ Vtl .h ~*~• ..s ~~ • _ _ It ,~.\ s :,,,c ~~ ~ ~; ~ is ~ ~.,r~ ,: ~ti~. 4 _- ~ ~u'~ ~k s ~` t ` tiT .. a.: w ~ ~ .. ._.• ..~ ~, ` =. i `''~ 1', z ;' ~ ~ ti o t ~ = }y~ m ' •. j .: ~'~ ~~z ~~ l y h t r, 1tf ~_~ t ~. ~y ~,~ ~ ~ ~: ,~ p~ a=~~ ~~ -~ -~ ~~ ~ •=~--:i~ ~- ~ :, f I I•I i•r~~~li 141 I f I,l~~t'- ~, ` !~ ; ~ ~ ]iiTiGR , , I '.'.. _ {1 ~ I l 1 ~ ~ I ~ l I l l c~• I I I~~.1 1~ , • 7 ! ~, s~ 1 I L~ w :ti -~ ~ j= ~ 1{F 411E {Il ~~ ~{ }-~k~.i~I~~E~~ ~ ~+~~:,~~~~ i S ~ ~ ~ 1 ~ 1 ~ 1 1 ~ 1 ~ ~~ ' 4 -- j`{~j' ~~( ~1~~1~L~~..~51~ '•. 3 ~S ~~ ~~_ .14111 E~1 r ; ,,.~ 5 g. ~ .j.;:., -•..::_. tC.,~' ail = ~- _ti. ---:~._.,.-:~,;~_ _ - --- ~_ -- ~~: _ :--- ~ .__- ,.._ ~__- . r >r I S.IA ~e ~ ~ kx w, _ i~ ~_-~___--_._..__._~_ M I EXHIBIT F Permitted Encumbrances 1. Matters disclosed by Plan recorded in Plan Book 35, page 83. 2. Notice Of Condemnation For Right Of Way as in Deed Book 23 G, page 203. 3. Rights granted to Pennsylvania Power ~ Light Company as in Misc. Book 103, pages 534 and 555 and Misc. Book 109 at pages 247 and 305. 9. Rights granted to Lower Allen Township Authority as in Misc. Book 133, pages 61 and 63. 5. Terms and Conditions as set forth in Lease from Allied Stores of Penn-Ohio, Inc., an Ohio corporation to Burger King Corporation, a Florida corporation dated 12/14/1978, a Memorandum of which is recorded in Misc. Book 257, page 587. 6. Rights granted to The Bell Telephone Company of Pennsylvania as in Misc. Book 182, page 7. 7. Rights granted to Pennsylvania Power ~ Light Company as in Misc. Book 163, page 3I4 and Misc. Book 249 at pages 703 and 856. 8. The Condominium Documents. 9. Right-of-Way Agreement dated September 26, 2000 to PPL Electric Utilities Corp. EXHIBIT G Plans and Specifications for Tenant's Building Architectural Ralph J. Murovich Associates, AIA - alI dated.2-7-00 Revision Date Cover Sheet _ A-1.1 Floor Plan 6/30/00 A-1.2 Roof Plan 6/30/00 A-2.i North/South Elevations 5/24/00 A-2.2 East/West Elevations 6/30/00 A-3.1 Wall Sections 5/29/00 A-3.2 wall Sections 6/30/00 A-4.1 Door Schedule/Details 6/30/00 Structural Lutz ~ Myers, Inc. - all dated 5-20-00 S-1 Foundation Plan S-2 Flooring Details S-3 Roof Framing S-4 Roof Framing S-5 Roof Framing s-6 Building Sections S-7 Wall Sections. S-8 Wall Sections Mechanical/Electrical G. A. Herron P. C. - all dated 5-3-00, except SP-1 dated 2-7-00 M-1 Mechanical Roof Plan Revision Date 7/5/00 M-2 Schedules 8 Details 7/5/00 E-1 Electrical Plan 7/5/00 P-1 Plumbing Plan 7/5/00 SP-1 Site Plan 7/5/00 Exhibit "B" .. j.._.. .`~ ASSIGNMENT AND ASSUMPTION OF LEASE MADE AND ENTERED INTO as of the 3 day of ~"~~~ , 2004 (the "Effective Daten}, by and between G.G. CAMP HELL 2000, L.P., a Pennsylvania limited partnership ("Assignor»), and GS Camp Hill LP, a Delaware limited partnership ("Assignee"). WITNESSETH WHEREAS, by Lease dated October c~G , 2000 (the "Lease"), Assignor leased from The Bon-Ton Department Stores, Inc., a Pennsylvania corporation ("Landlord"), ail of that certain location known as Condominium Unit No. 2 as depicted on the Condominium Piat and more fully described in the Condominium Documents (as such capitalized terms are defined in the Lease}, in the Capital City Commons development, Township of Lower Allen, Cumberland County, Pennsylvania (the "Premises); arid WHEREAS, Assignor has built Tenant's Improvements upon the Premises; and WHEREAS, Assignor desires to assign all of its right, title and interest in and to the Lease to Assignee and Assignee desires to assume all of the rights and obligations under the Lease. NOW, THEREFORE, in consideration of ONE DOLLAR ($1.00), the receipt and sufficiency of which is hereby acknowledged and in further consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound hereby, do mutually covenant and agree as follows: Preambles and Definitions. The above preambles are incorporated herein as if fully set forth herein. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Lease. 2. Assignment. As of the Effective Date, Assignor hereby grants, conveys, transfiers, sells and assigns to Assignee all of Assignor's right, title and interest in and to the Lease, to have and to hold for the Term of the Lease and any extensions or renewals thereof, subject to the terms and conditions set forth herein. 3. Assumption. As of the Effective Date, Assignee hereby assumes the Lease and a!I of the rights, liabilities and obligations under the Lease, and hereby assumes the obligation #o pay the annual minimum rent and all additional charges due under the Lease as provided therein, and to observe and perform ail the other terms, conditions and provisions contained therein on the part of the Tenant to be observed or performed. Notwithstanding the foregoing, Assignee acknowledges that this Assignment is without recourse against Assignor in the event of any default of Landlord under the Lease from and after the Effective Date, 1 GUMCHERlCAMP HtUJPSSIGNMENT AND ASSUMPTION OF LEASE - BON-TON'S -REV JJ1&04 Assignment is without recourse agains# Assignor in the event of any default of Landlord under the Lease from and after the Effective Date. 4. Representations and Warranties of Assignor. Assignor represents and warrants to Assignee that as of the Effective Date: (a) Assignor holds all right, title and interest in the Lease as Tenant thereunder, and Assignor has fuB and lawful power to enter into and cant' out the terms of this Assignment, subject, however, to Landlord's reasonable approval of the form of assignment; (b) Assignor has not assigned the Lease or sublet all or any part of the Premises to any third party pursuant to any instrument; (c) to the best of Assignor's knowledge, the Lease is in full force and efFect, and Assignor has no actual knowledge of any default thereunder by Landlord or by Assignor as Tenarrt; and (d) except for those contracts terminable at will by Assignor, there are no service or maintenance agreements affecting the Premises. S. Assignee's Acknowledgment. Assignee has inspected the Premises, is fatly familiar with the physical condition and state of repair thereof, and is taking the Premises "AS IS", "WHERE tS", in its present physical condition, subject to all defects, both latent and patent, and without any warranties, express or implied, of any nature whatsoever by Assignor, its agerrts, employees, brokers or representatives, including warranty of habitability or fitness for any particular purpose. Before entering into this Assignment, Assignee has made such examination of the Lease and Premises, and a!1 other matters affecting or relating to this Assignment and the Premises, as Assignee deems necessary. In entering into this Assignment, Assignee has not been induced by, and has nat relied upon any representations, warranties or statements, express or implied, made by Assignor, or any agent, emp{ogee or other representative of Assignor or by any broker or any other person representing or purporting to represent Assignor, which are not expressly set forth in this Assignment, whether or not such representations, warranties or statements were made orally or in writing. 6. Notices. Any nofices required or permitted under the Lease or this Assignment shall be in writing and deemed to be properly given upon receipt or refusal if sent certified or registered mail, with return receipt requested, or upon receipt if sent by any nationally recognized overnight mail service, to the parties at the addresses set forth below, or to such other addresses requested by any party upon notice as required herein: 2 GIIMCFicfLCAMP HILUASSIGNMENL AND ASSUMPTION OF LEAS^ . $ON-TONS -REV 217 &OA (a) !f to Assignor. at the address set forth in the Lease; {b) If to Assignee, to: GS Camp Hill LP 3139 N. Lincoln Suite 212 Chicago, IL 60657 ATTN: Mr. Gary Solomon 7. Indemnities. (a) Assignor hereby indemnifies and holds Assignee harmless from and against any and all claims, fees, costs and other expenses {including reasonable attorney's fees) arising out of or in any way related to any claims, acts or omissions relating to the Lease (°C[aims") the cause for which ftrst arose prior to the Effective Date. (b) Assignee hereby indemn'~ies and holds Assignor harmless from and against any and al! claims, fees, costs or ather expenses (including reasonable attorney's fees) arising out of or in any way related to Claims, the cause for which first arose on or after the Effective Date. 8. No Release. Notwithstanding any other term or condition of this Assignment, in no event shall this Agreement be deemed a release of Assignorrs Iiabil'tty under the Lease. 9. Govemino Law. This Assignment shat[ be governed in accordance with the laws of the Commonwealth of Pennsylvania. 10. Binding Effect. This Assignment shall be binding upon, and shall insure to the benefrt of, the parties hereto and their successors and assigns. 11. Counferoarts. This Assignment and Assumption of Lease may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] GLIMCN~ MP HiLUASSIGNM~M ANO ASSUMPTIpN pF LE,gSE. gpN.TQN'S - REV ?/78KM 1N WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year first above written. WITNESS: l~ ~ ~ ' ASSIGNOR: G.G. CAMP HILL 2000, L,P,, by Glimcher Venture Holdings, Inc., a Pennsylvania corporation, its~general partner sy: Robert I. Gfimcher, Presiden# ASS1GNEE: GS CAMP HILL LP, by Camp Hill GS LLC, a Delaware limited liability company, its general partner ~ a ` -5dlomon, Manager GUMCNER/CAMP HILUASSIGNMENT ANO ASSUMPTION OF LEASfi- gpN.TpN~ ~REy?!7g/pa IN WITNESS WHEREOF, the parties hereto have executed this Assignment as ofi the day and year first above written. WITNESS: ASSIGNOR: G.G. CAMP HILL 2000, L.P., by Glimcher Ventu~oldings, Inc a~~lvania its g~ral partner ~ 1 Bv: ASSIGNEE: GS CAMP HILL LP, by Camp Hill GS LLC, a Delaware limited liability company, its general partner By: Gary Solomon, Manager 4 GLIMCHEWCAMP HtLUASSIGNMEN7 ANq ASSUMPTION OF LEASE • 80N-TON'S • REV ?J18/pq ASSIGNOR'S ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) SS: COUNTY OF ALLEGHENY .) The ~q~ ,going instrument was acknowledged before me this ~~ day of `-~ V 2004, by .Robert 1. Glimcher, the President of Glimcher Venture Holdings, Inc., the genera! partner of G.G. CAMP HILL 2000, L.P., a Pennsylvania limited partnership, for and on behalf ,.said partne =...., :'c •"n:ii~I~~b 1~'@V+fF, ~lCI9C,~ GL~.'l:lC ` l?If'SF:~1:~' .SitButSgr -~~ .........:;`:.LXb;~4 ~V. z,~, _::~ . Notary Pu iic ASSIGNEE'S ACKNOWLEDGMENT STATE OF ILLINOIS ) SS: COUNTY OF COOK ) The foregoing instrument was acknowledged before me this day of 2004, by Gary S. Solomon, the Manager of Camp Hill GS LLC, the general partner of GS Camp Hill LP, a Delaware limited partnership, for and on behalf of said limited liability company. Notary Public 5 GuMCHERlCAMP HILUASSIGNMENT AND ASSUMPTION Of (EASE • BON•TONS-REV?J18RM ASSIGNOR'S ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA SS: COUNTY OF ALLEGHENY The foregoing instrument was acknowledged before me this day of 2004, by Robert I. Glimcher, the President of GIimcher Venture Holdings, lnc., the general partner of G.G. CAMP HILL 2000, L.P., a Pennsylvania limited partnership, for and on behalf of said partnership. Notary Public ASSIGNEE'S ACKNOWLEDGMENT STATE OF ILLINOIS ) SS: COUNTY OF COOK } The foregoing instrument was acknowledged before me this / ~~ day of lI'1F~,2C/~ , 2004, by Gary S. Solomon, the Manager of Camp Hil[ GS LLC, the general partner of GS Camp Hill LP, a Delaware limited partnership, for and on behalf of said limited liability company. r .....veyeyrp7aa•~,.m„nUnYtr,°~4.+~.'~."w o:x,h.. ~ (~. ~" C~A~,~`©~, E- ~~~ G ;p~ ~ tary Public ~"`°"Y PtiJ' flCr ~Ktie Ct f~4ft ^vi5 k 5 GUMCWERlCAMP HILL/ASSIGNMENTRND ASSUMPTION OF LEASE - BON-TON'S - REv yt8/04 Exhibit "C" 126 East King Street Lancaster, PA 17602-2893 Te1717.299.5201 Fax 717.291.4660 www.barleycorn Via Federal Express GS Camp Hill LP 3139 N. Lincoln Suite 212 Chicago, IL 60657 Attn: Mr. Gary Solomon Apri130, 2012 Shawn M. Long, Esquire Direct Dial Number: 717-399-1512 E-mail: slongQbarley.com G.G. Camp Hill 2000, L.P. c% Glimcher Group 1 Mellon Bank Center 500 Grant Street, Suite 2000 Pittsburgh, PA 15219 Attn: Robert I. Glimcher Re: Lease dated October 20, 2000 from Bon-Ton Department Stores, Inc. to G.G. Camp Hill 2000, L.P. Premises: Condominium Unit 2, Capital City Commons, Township of Lower Allen, Cumberland County, Pennsylvania, as more fully described in the foregoing Lease Gentlemen: This firm represents Bon-Ton Department Stores, Inc. "Bon-Ton") in connection with the above-referenced lease (the "Lease") and premises (the "Premises"). My understanding is that the Lease was assigned from G.G. Camp Hill 2000, L.P. "GG" to GS Camp Hill LP' ("GS") pursuant to an Assignment and Assumption of Lease dated Mazch 3, 2004. However, GG also remains liable under the Lease pursuant to Section 17.4 of the Lease. As GS is aware, it is in serious default under the Lease for failure to pay rent and other chazges when due, and the Premises have been abandoned. I have advised Bon-Ton that it should secure and take possession of the abandoned Premises in order to protect its property and to mitigate damages in a commercially reasonable manner. Through Apri12012, GS and GG are liable for overdue chazges in the total amount of $139,871.16, as shown by the attached itemized statement of outstanding charges. We hereby demand that the amount of $139,871.16 be paid to Bon-Ton within ten (10) days from the date of this letter, and that, commencing with the May 2012 payment, monthly payments to Bon-Ton in the total current amount of $12,839.47 be resumed pursuant to the Lease, until Bon-Ton has been able to relet the Premises pursuant to Section 19.2 of the Lease. Lancaster • York • Reading • Malvern • Hanover Apri130, 2012 Page 2 If the above payments are not timely made, Bon-Ton is prepared to initiate legal action against both GS and GG in order to enforce Bon-Ton's rights and remedies under the Lease, at law and/or in equity. These rights, include, but are not limited to, the termination of the Lease and acceleration of rent and other amounts. This letter shall not be construed as a waiver of any of Bon-Ton's rights and remedies available under the Lease, at law or in equity, and the Lease remains in full force and effect. If you are represented by an attorney in this matter, please provide-this to your attorney and have him or her contact me with any questions or concerns. Sincerely, 3548651.1 Enclosure haven M. Long cc: J. Gregory Yawman, Vice President, General Counsel & Secretary (via email) William R. Sittig, Jr., Esquire (via Certified Mail) GS Camp Hll! LP clo Gary Solomon 6 Company Camp Hlll, PA Outstanding Charges: Letter P®riod Rent CAM Sswer Taxea Total 09/29/11 Feb-Sept, 2011 Rent increase 3,333.28 3,333.28 08/09111 2011/12 School Taxes $32,254.97 $32,254.97 October, 2011 Charges $12,083.33 incl Y/E rec $32.77 $12,116.10 November, 2011 Charges $12,083.33 incf YiE rec $32.77 $12,116.10 December, 2011 Charges $12,083.33 incl YJE rec $32.77 $12,116.10 January, 2012 Charges $12,083.33 incl Y/E rec $32.77 $12,118.10 February, 2012 Charges $12,083.33 $723.37 $32.77 $12,839.47 March, 2012 Charges $12,083.33 $723.37 $32.77 $12,839.47 03/21/12 2012 County Taxes $14,676.01 $14,676.01 03/22/12 2011 Y/E CAM $2,fi24.09 $2,624.09 April, 2012 Charges $12,083.33 $723.37 $32.77 $12,839.47 Exhibit "D" GS Camp Hill LP c% Gary Solomon & Company Camp Hill, PA Outstanding Charges: Letter Period Rent CAM Taxes Total 09/29/11 Feb-Sept, 2011 Rent increase $3,333.28 $3,333.2 08!09/11 2011/12 School Taxes $32,254.97 $32,254.97 October, 2011 Charges $12,083.33 incl Y/E rec $12,083.33 November, 2011 Charges $12,083.33 incl Y/E rec $12,083.33 December, 2011 Charges $12,083.33 incl Y/E rec $12,083.33 January, 2012 Charges $12,083.33 incl Y/E rec $12,083.33 February, 2012 Charges $12,083.33 $723.37 $12,806.70 March, 2012 Charges $12,083.33 $723.37 $12,806.70 03/21/12 2012 County Taxes $14,676.01 $14,676.01 03/22/12 2011 Y/E CAM $2,624.09 $2,624.09 April, 2012 Charges $12,083.33 $723.37 $12,806.70 May, 2012 Charges $12,083.33 $723.37 $12,806.70 June, 2012 Charges $12,083.33 $723.37 $12,806.70 July, 2012 Charges $12,083.33 $723.37 $12,806.70 August, 2012 Charges $12,083.33 $723.37 $12,806.70 September, 2012 Charges $12,083.33 $723.37 $12,806.70 09/19/12 2011/12 School Taxes $33,330.13 $33,330.13 $148,333.24 $8,411.05 $80,261.11 $237,005.40 k .. .. . P} s ' ~ ~ V ~i ~% ;` 1 ( , Robert B. Stein, Esq. - ~ ~ ~ ~ ~~ ~~~r ,t" -, Pa LD.1Vo. 37999 Rudov & Stein, P.C. 100 First Avenue, Suite 500 Pittsburgh, PA 15222 (412)281-7300 THE BON-TON DEPARTMENT STORES, INC. Plaintiff, v. G.G. CAMP HILL 2000, L.P. GLIMCHER VENTURE HOLDINGS, INC., GS CAMP HILL LP and CAMP HILL: GS LLC., Defendants. Attorney for All Defencfczrits G.G. Camp Hild 2000, L. P. Glimcher [~entr~cre Holdings, Inc„ COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA CIVIL AC"LION - LA.W CASE NO.: 12-6090 Civil PRAECIPE FOR APPEARANCE KINDLY enter the appearance of Robert B. Stein, Esq. and the law firm of Rudov & Stein, P.C. on behalf of the following Defendants, (:i.G. Camp Hill ?000., L.P. and Glimcher Venture ]-Ioldings, Inc., in the abo~,~e case. Res~ectf ~ ~uhuiitted, 1~udov & ~ ein, P~.., ~~~1~-~ Robert B. Stein, Esq. ~, Pa. LD. # 37999 Attorney for All Defendants 100 First Avenue, Suite 500 First & Market Building Pittsburgh, PA 1522? 412/281-7300 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the Praecipe for Appearance has been served by First Class Mail, postage pre-paid, on the following: Shawn M. Long, Esq. Barley Snyder 1126 East King Street Lancaster, PA 17602 GS Camp Hill, L.P. 3139 N. Lincoln, Suite 212 Chicago, IL 60657 Camp Hi11 GS, LLC 3139 N. Lincoln, Suite 212 __ ~ .-- Chicago, IL 60652. - _ ~.,' f r' .~- ~~ \1 October 29. 2012 _ '~~`^-~ ~' ` Robert B. Stein, ~.~:' M: PLEADSGlimcher Group'~Bon Ton`Praecipe Entry ~~f Appearance.doc SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart solicitor ~ . ,z, ~ ~iL, t..~-.: ~~.-, .. ~~i2 NO'S -5 P~~ 2= ^JMBEi.L~atiU vU~~ ° Y pENNSYt_V~+~~l The Bon-Ton Department Stores, Inc. Case Number vs. G.G. Camp Hill 2000, LP (et al.) 2012-6090 SHERIFF'S RETURN OF SERVICE 10/01/2012 Ronny R. Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: G.G. Camp Hill 2000, LP c/o Glimcher Group, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Allegheny County Pennsylvania to serve the within Complaint and Notice according to law. 10/01/2012 Ronny R Anderson, Sheriff who being duly sworn according to law states that he made a diligent search and inquiry for the within named defendant, to wit: Glimcher Venture Holdings, Inc. c/o Glimcher Group, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Allegheny County, Pennsylvania to serve the within Complaint and Notice according to law. 10/11/2012 11:35 AM -Allegheny County Return: And now October 11, 2012 at 1135 hours I, William Mullen, Sheriff of Allegheny County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: G.G. Camp Hill 2000, LP c/o Glimcher Group by making known unto Jen Smith, adult in charge for G.G. Camp Hill 2000, LP at 1 Mellon Bank Center, 500 Grant Street, Suite 2000, Pittsburgh, Pennsylvania 15219 its contents and at the same time handing to her personally the said true and correct copy of the same. 10/15/2012 11:35 AM -Allegheny County Return: And now October 11, 2012 at 1135 hours I, William Mullen, Sheriff of Allegheny County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: Glimcher Venture Holdings, Inc. c/o Glimcher Group by making known unto Jen Smith, adult in charge for Glimcher Venture Holdings, Inc. at 1 Mellon Bank Center, 500 Grant Street, Suite 2000, Pittsburgh, Pennsylvania 15219 its contents and at the same time handing to her personally the said true and correct copy of the same. SHERIFF COST: $58.40 October 15, 2012 SO ANSWERS, ,. ] 7 ~.. RON R ANDERSON, SHERIFF '~' ~`~ ~F ~~ ,Ron R Anderson Sherif, Jody S Smith Chief Deputy SHERIFF'S OFFICE OAF CUMBERLAND COUNTY The Son-Ton Department Stores, Inc. vs. G.G. Camp Hill 2000, LP (et al.) r Richard W Stewart Solicitor Case Number 2012-6090 SERVICE COVER SHEET N N $ervfCe ~eta115' T ° Category: Civil Action -Complaint 8 Notice Zone: X Manner: Deputize Expires: 10/26/2012 Warrant: w U Notes: 0 A_ 1.L Lw r Z w v Y Serve To; G.G. Camp Hifl 2000, LP Final Service: m Name: Cf o GI-mCher GrOUp Served: Personally Adult In Char Posted ~ Other Z Primary address: 1 Mellon Bank Center 500 G S Adult /n ~ ~ Charge: /w t o rant treet, Suite 2000 ~ J w Pittsburgh, PA 15219 g Phone.• Relation: j Alternate Date: Time: p address: f~ ~~ w Phone: Deputy: x ~ Attorney/'Originator: Name: Shawn 11A. Long Phone: 717-299-5201 Mileage: /~3.~~_ . ~ ._ _~.. __~ ~ ~-___.M..u ., _. ~~~ i e _~~___ _,. .. ~,.~, _. __..__ _ _ _ pn~~~ i ~.. ,~..._. ~.~_ e~ ~ _ ~~d_~, _ _.-~. ~ Notes'/ 5peci`al Instructions: a E J o ''` 0 0 N J Now, October 01, 2012 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Allegheny County to ~ execute service of the documents herewith and make return thereof arcording to law. a v Return Ta: C9 Cumberland County Sheriff's Office l~ ~j~ C7 One Courthouse Square ~`"'"'""'~-~- Carlisle, PA 17013 Ronny R Anderson, Sheriff l `~ I ~,, ~~ . onny n~rson heriff Jody S Smith Chief Deput~r SHERIFF'S OFFICE OF CUMBERLAND COUNTY S Ri~ard W Stewart Solicitor The Bon--Ton Department Stores, Inc. Case Number vs. 2012-6090 1 G.G. Camp Hill 2000, LP (et al.) T SERVICE COVER SHEET ° N N Service Detai/s: 1 T ° Category: Civit Action -Complaint & Notice Zone: x Manner: Deputize Expires: 10/26/2012 Warrant: w Notes: 0 n to (L' W H Z W U Serve To` Final Service: Z Glimcher Venture Holdings, Inc. ,Q Name: cj0 GllmCher Group Served.• Personally ~ dult In Charg Posted ~ Other m Z Primary 1 Mellon Bank Center Adu/tIn ~ j ~ Srwi~ o Address: 500 Grant Street, Suite 2000 Charge: w Pittsburgh, PA 15219 Relation: g Phone: n- Alternate O Address: Date: ~a-r(-lam Time: 113" a c~ ~ Phone: Deputy: Mileage: w 2 ~ .Attorney/`Originator: ~ Name: Shawn M. Long Phone: 717-299-5201 C? O %• Service Attempts: Date: _ ~ ~~ ~ Time: ~ ~" ~ . ~, ._ . . o ~ ~ m ~ _~~._ . _.. . N Mileage: i 1 ~~ .a .~ _.. _ __ .~.a... ~_.e_ ~ ~.~rN _ ____m..-.. N Deputy: Notes I Special -rastructions: ~ ~ l1 W Jj~'~, ~~~ ~ ~ ~ ~ ~r~ a Z > Now, October 01, 2012_ I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Allegheny County to w execute service of the documents herewith and make return thereof according to law. U Return To: Cumberland County Sheriff's Office ~~' ~ fij ~~~~' t9 One Courthouse Square ~ ~' -~ Carlisle. PA 17013 Ronny R Anderson, Sheriff f fC No. 12-6090 2 13 0CT 18 PM 1: 30 N LpA°A' PE S Y BARLEY SNYDER LLP Shawn M. Long, Esquire Court I.D.No. 83774 126 East King Street Attorney for Plaintiff Lancaster, PA 17602 The Bon-Ton Department Stores, Inc. 717.299.5201 THE BON-TON DEPARTMENT COURT OF COMMON PLEAS OF STORES, INC., CUMBERLAND COUNTY, Plaintiff PENNSYLVANIA v. CIVIL ACTION—LAW G.G. CAMP HILL 2000, L.P., GLIMCHER VENTURE HOLDINGS, No. 12-6090 INC., GS CAMP HILL LP and CAMP HILL GS LLC, Defendants PRAECIPE TO THE PROTHONOTARY: Kindly mark the above-captioned matter settled, discontinued and ended with regard to Defendants, G.G. Camp Hill 2000,L.P. and Glimcher Venture Holdings, Inc., ONLY. BARLEY S DER By: hawn M. L∎ng, Esquire Attorneys fir Plaintiff Court I.D. o. 83774 126 East 'ng Street Lancaster, PA 17602-2893 (717) 299-5201 Attorneys for Plaintiff The Bon-Ton Department Stores, Inc. Q Sv Q J 4073674_1 (_AL.W L 3�f� R# 11bI3 is CERTIFICATE OF SERVICE I do hereby certify that a true and correct copy of the Praecipe to satisfy was served by depositing same in the United States First Class Mail, postage prepaid, on the /74 day of October, 2013, upon the following individuals: Robert B. Stein, Esquire GS Camp Hill, L.P. Rudov& Stein, P.C. 3139 N. Lincoln, Suite 212 100 First Avenue, Suite 500, Chicago, IL 60657 Pittsburgh, PA 15222 Attorney for Defendants G.G. Camp Hill 2000, L.P and Glimcher Venture Holdings, Inc. Camp Hill GS, LLC 3139 N. Lincoln, Suite 212 Chicago, IL 60657 BARLEY S DER LP By: Shaw► . Long, Esquire Co I.D. No. 83774 126 E. King Street Lancaster, PA 17603 717.299.5201 Attorneys for Plaintiff The Bon-Ton Department Stores, Inc. 3161579-1