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14-0984
Supreme Co Pennsylvania COU C O Pleas For Prothonotary Use Only: C it Cb% r 'ter IL a Docket No: CU R LANb County The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by law or rules of court. Commencement of Action: S 0 Complaint El Writ of Summons 0 Petition ® Transfer from Another Jurisdiction Declaration of Taking E C Lead Plaintiff s Name: Lead Defendant's Name: T JGMM PENN PROPERTY LP SUZANNE LLOYD Dollar Amount Requested: ©within arbitration limits I Are money damages requested? Yes No O (check one) x outside arbitration limits ' N Is this a Class Action Suit? ® Yes S No Is this an MDJAppeal? 0 Yes El No A Name of Plaintiff/Appellant's Attorney: Peter A. Lesser, Esquire 13 Check here if you have no attorney (are a Self- Represented [Pro Se] Litigant) Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS 13 Intentional © Buyer Plaintiff Administrative Agencies ® Malicious Prosecution © Debt Collection: Credit Card ® Board of Assessment 13 Motor Vehicle 10 Debt Collection: Other Board of Elections Nuisance Comercial Lease ® Dept. of Transportation © Premises Liability 13 Statutory Appeal: Other S 13 Product Liability (does not include E mass tort) Q Employment Dispute: © Slander/Libel/ Defamation Discrimination C 0 Other: ® Employment Dispute: Other ® Zoning Board T 13 Other: I ® Other: O MASS TORT ® Asbestos N ® Tobacco 13 Toxic Tort - DES © Toxic Tort -Implant Q Toxic Waste REAL PROPERTY MISCELLANEOUS ® Other: 0 Ejectment ® Common Law /Statutory Arbitration B © Eminent Domain /Condemnation ® Declaratory Judgment ® Ground Rent El Mandamus ® Landlord/Tenant Dispute ® Non - Domestic Relations 13 Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLITY El Mortgage Foreclosure: Commercial Quo Warranto ® Dental Partition Replevin ® Legal Quiet Title Other: Medical ® Other: 13 Other Professional: Updated 1/1/2011 r . ` IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JGMM P Property, LP Plaintiff v �-} s Suzanne Lloyd d /b /a Kid to Kid -_ Defendant'' NOTICE TO DEFEND 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 AN 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 MAY BE ENTERED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. 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 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 REDUECED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 1- 800 -990 -9108 717 - 249 -3166 ai�A if C� S SIRLIN LESSER & BENSON, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19109 (215) 864 -9700 By: Peter A. Lesser, Esquire Identification No. 59433 Attorneys for Plaintiff JGMM PENN PROPERTY, L.P. COURT OF COMMON PLEAS L.P. By Its Agent: PMA Property and CUMBERLAND COUNTY Asset Management 120 North Pointe Boulevard, Suite 301 Lancaster, PA 17601 V. SUZANNE LLOYD d/b /a KID TO KID NO. Shippen Town Center, 205 South Conestoga Drive Shippensburg; PA .17257 COMPLAINT — CIVIL ACTION BREACH OF CONTRACT - DAMAGES Plaintiff through its attorneys, Sirlin Lesser & Benson, P.C.; sets forth the following cause of action: 1. Plaintiff is JGMM PENN PROPERTY; L.P.; a Pennsylvania limited partnership. Its managing agent is PMA Property and Asset Management located at 120 North Pointe Boulevard, Suite 301, Lancaster, PA 17601. Plaintiff is the owner of commercial property known as the Shippen Town Center in Shippensburg, Pennsylvania. 2. Defendant is SUZANNE LLOYD, an adult individual d/b /a KID TO KID. The present business address of Defendant is the Shippen Town Center, 205 South Conestoga Drive, Shippensburg, PA 17257. WHEREFORE, Plaintiff demands judgment in its favor and against Defendant in the sum of $45,016.09 plus attorneys' fees and costs as set forth in Count I of Plaintiff s Complaint. COUNT II - EJECTMENT 9. Plaintiff incorporates by reference the allegations contained in Paragraphs 1 through 8 above, as though fully set forth herein at length. 10. Due to the default of Defendant as set forth above, Plaintiff is seeking possession of the premises. WHEREFORE, Plaintiff demands judgment in ejectment as authorized by the Lease for possession of approximately 2,448 square feet of commercial space located at the Shippen Town Center, 205 South Conestoga Drive, Shippensburg, PA 17257 as set forth in Count II of Plaintiff's Complaint. COUNT III ACCELERATED RENT 11. Plaintiff incorporates by reference the allegations contained in Paragraphs 1 through 10 above, as though fully set forth herein at length. 12. Defendant is in default of the Lease for the reasons specifically set forth above. 13. Accordingly, as provided by Section 29(C) of the Lease, Defendant is responsible for the payment of accelerated rent and additional rent for the remainder of the lease term for the period commencing March 1, 2014 through October 31, 2015. Accelerated rent and additional rent is calculated in the amount of $61,622.80. 3 WHEREFORE, Plaintiff demands judgment in its favor and against Defendant in the amount of $61,622.80 as set forth in Count III of Plaintiff's Complaint. WHEREFORE, Plaintiff demands judgment in its favor and against Defendant in the total amount of $106,638.89 plus possession of the premises, as set forth in Counts I, II and III of Plaintiff's Complaint. SIRLIN LESSER & BENSON, P.C. BY: PETER A. LESSER, ESQUIRE Attorney for Plaintiff 4 VERIFICATION ELLEN SMOLL, being duly sworn according to law, deposes and says that she is the Property Manager of PMA - PROPERTY MANAGEMENT ALTERNATIVES, INC., the agent of Plaintiff, JGMM PENN PROPERTY, L.P., in this action, and hereby verifies that the statements set forth in the foregoing Civil Action - Complaint are true and correct to the best of her knowledge, information, and belief. I understand that the statements in the foregoing Complaint - Civil Action are made subject to the penalties of 18 Pa. CSA Section 4904 relating to unsworn falsification to authorities. r 1 ELLEAK§MOL DATED: z4k EXHIBIT "A" THIS LEASE AGREEMENT (the "Lease ") is made this _ day of 20 by and between JGiVlM PENN PROPERTY, L.P., a Pennsylvania Limited Partnership, the address of which is c/o the Hamilton Group, 199 Lee Avenue, Suite 185, Brooklyn, NY 11211 (hereinafter called "Landlord "), and SUZANNE LLOYD, an adult individual doing business as "KID TO KID" having a business and notice address of 1 '13 Longview Drive, Shippensburg, PA 17257 (hereinafter called "Tenani "). 1 ,A11 T i1ESSETI 1 ARTICLE 1. DEMISEI.) 1 ETAISBS Landlord hereby leases fo Tenant, and Tenant hereby rents from Landlord, the premises located at Space "C -2" (hereinafter sometimes called the "Demised Premises" or the "Premises "), in the shopping center known as Shippen Towne Centre or by such other name as Landlord may from time to time designate (hereinafter referred to as the "Shopping Center "), situated on a parcel of land with an address of 101 -2'10 S. Conestoga Drive, Shippensburg, PA - 17257. The Premises consists of a space, containing approximately 2,448 square feet ( "Floor Area "). "Floor Area" is defined as the area bounded by the tenant lease line, the centerline of any demising partitions, the exierior face of any exterior wall and the exterior face of any common wall. The sum of the floor areas leased or available for lease in the Shopping Center shall be known as the "Gross Leasable Area ". The Demised Premises are shown on the leasing plan, which is attached hereto as Exhibit "A" and made a part hereof by reference. The purpose of Exhibit "A" is to show the approximate location of the Demised Premises within the Shopping Center and Landlord reserves the right to relocate various buildings, parking areas, and other common areas that may be shown thereon. To have and to hold the De! iised Premises for a term (the- "Term ") of l=ive (5) Lease Years (hereinafter defined) to commence on Oefober °15; 201:0 - (hereinafter referred to as the "Commencement Date- ") and expire on Ociober 31, 20 The first Lease Year shall be for a period o` twelve (12) consecutive calendar months from the Commencement Date, except that if SUGI i Commencement Date shall be other than the first day of a calendar month, the first Lease Year shall be the period from such Commencement Date to the end of the calendar ryionLh in which it shall occur, plus the following twelve (12) calendar months. Each Lease Year after the first Lease Year shall be a successive period of twelve (12) calendar months. in the event that Tenant fails to take possession of the Demised Premises and open for business (oily fixtured, stocked and staffed on the Commencement Date. then Landlord shall nave, in addition to any and all remedies herein provided, the right at its option to collect not only thr_ Minimum Rent and other charges provided in this Lease, but additional rent at the rate of one three hundred -si xiieth of the annual Minimum Rent hereinafter provided per day for each and every day frond the Commencement Date until Tenant begins to do business as herein provided. If Tenant shall Have ailed io ouerr, for business to ilie public in the Demised Premises within si ; (6) monihs of the Comn encement. Date, Tenant shall be in default' of this Lease- and Landlord shall be entitled to pursue any and all remedies under law and in equity and pursuant to the terms of this Lease. ARTICLE 3. MINIMUM RENT Tenant shall pay to Landlord as a minimum guaranteed annual rent ( "Minimum Rent ") for Lease Year One (1) through Lease Year Five (5) the sum of Twelve and 00/100 Dollars ($12.00) per square foot of Floor Area in the Demised Premises, payable in advance without demand and without setoff in equal monthly installments of Two Thousand Four Hundred Forty - Eight and 00/100 Dollars ($2,448.00). Minimum Rent is due on or before the first day of each calendar month during the Term of this Lease and/or Renewal Term. If any installment of Minimum Rent or other charges accruing under this Lease shall become overdue, a "Late Charge" of the greater of Two Hundred Fifty Dollars ($250) or Five ($0.05) Cents for each dollar so overdue may be charged by Landlord for the purpose of defraying the expense incident to handling such delinquent payment. In consideration for the work performed by and paid for by the Tenant to prepare the Demised Premises for business, Tenant shall receive a Rent credit from the Landlord for the amount shown in Exhibit "D ". The credit shall be used to offset the Minimum Rent together with the Additional Rent due beginning on the Commencement Date and ending at such time that the credit is depleted. At such time that the credit balance becomes less than one installment of the Rent or other charges due, the Tenant shall pay to Landlord the difference between the charges due and the remaining credit. The term Rent as used in this Lease shall mean the Minimum Rent, together with all Additional Rent, including, but not limited to, Tenant's share of the Real Estate Tax Expense, Tenant's share of the Common Area Maintenance Costs, and the amounts, if any, payable to Landlord for utilities supplied by Landlord. ARTICLE 4. SECURITY DEPOSIT Upon the execution of this Lease, Tenant shall deposit with Landlord the sum of Two Thousand Four Hundred Forty -Eight and 00/100 Dollars ($2,448.00) to secure the faithful observance and performance by Tenant of the terms, covenants and conditions of this Lease, including but without limitation, the payment of Rent. Landlord may use, apply or retain the whole or any part of such sum to the extent required for the payment of Rent or for any sum which Landlord may expend or may be required to expend by reason of Tenant's default, and in such event Tenant shall, upon demand by Landlord, forthwith remit to Landlord a sufficient amount in cash to restore said security to the original sum deposited. In the event Tenant shall fully and faithfully comply with the terms comply with terms, covenants and conditions of this Lease, the sum (or such portion thereof as has not been expended as aforesaid) shall be returned to Tenant after the termination of the Lease and delivery (and acceptance) of the Premises to (by) Landlord. The amounts held by Landlord pursuant to the terms of this Article shall be non - interest bearing and may be commingled with Landlord's other funds. Landlord shall deliver all funds deposited hereunder by Tenant to any purchaser of Landlord's interest in the Premises, and thereupon Landlord shall be discharged from any further liability in respect of such security deposit_ ARTICLE 5. PERCENTAGE RENT INTENTIONALLY DELETED ARTICLE 6. TAXES Beginning with the Commencement Date, Tenant shall pay a pro rata share of the "Real Estate Tax Expense" which shall include all real estate taxes and assessments both general and special imposed by federal, state or local governmental authority or any other taxing authority having jurisdiction over the Shopping Center, against the land, buildings and all other improvements within the Shopping Center, including all taxes, rates and assessments levied or imposed for school, public betterment, general or local improvements and operations, business privilege taxes, and taxes imposed in connection with any special taxing district and any other taxes that Landlord becomes obligated to pay with respect to the Shopping Center, together with any and all reasonable expenses incurred by Landlord in negotiating, appealing or contesting such taxes and assessments. Said Real Estate Tax Expense shall include any such taxes or assessments imposed retroactively, for whatever reason, when such retroactive billing affects those taxes or assessments for which Tenant would have been responsible hereunder, whether or not this Lease has expired or been terminated. Real Estate Tax Expense shall include the face amount of real estate taxes, but shall not include any additional charges or penalties incurred by Landlord due to late payment of real estate taxes. Tenant's pro rata share shall be computed by multiplying the total of such Real Estate Tax Expense by a fraction whose numerator is the Floor Area of Tenant's Demised Premises and whose denominator is the number of square feet of Gross Leasable Area within that portion of the Shopping Center included within the tax statement. Any dispute as to the areas used in determining the Real Estate Tax Expense shall be resolved by certification of Landlord's architect. Landlord shall estimate Tenant's annual pro rata share of such Real Estate Tax Expense and one - twelfth (1 /12th) of the amount so estimated shall be paid by Tenant on the first day of each calendar month in advance. Within a reasonable period of time after the end of each calendar year, Landlord shall furnish Tenant a statement in reasonable detail of the actual Real Estate Tax Expense paid or payable during the prior calendar year and thereupon there shall be an adjustment between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that Landlord shall receive the entire (and Tenant shall pay only the actual) amount of Tenant's annual pro rata share for such period. Any repayment that may be due by Landlord to Tenant may, at Landlord's option, take the form of a credit on Tenant's next succeeding payment or payments pursuant to this clause. If Tenant's pro rata share is greater than the amount paid by Tenant during the prior tax year, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the amount actually due within thirty (30) days after receipt of Landlord's statement. Should any governmental taxing authority acting under any present or future law, ordinance or regulation, levy, assess or impose a tax, excise and /or assessment (other than an income or franchise tax) upon or against the rentals payable by Tenant to Landlord, either by way of substitution for or in addition to any existing tax on land and buildings or otherwise, or any other substitute tax, the proceeds of which are used to fund the same governmental functions as were funded by ad valorem taxes, Tenant shall be responsible for and shall pay such tax, excise and /or assessment, or shall reimburse Landlord for the amount thereof, or Tenant's proportionate share thereof, as the case may be, as Additional Rent, on or before the date that any fine, penalty or interest would be added thereto for nonpayment. Substitute taxes as referred to above in this paragraph shall include a surtax on parking spaces. If this Lease terminates (other than by reason of Tenant's default) during a tax year, Tenant's obligation for Real Estate Tax Expense with respect thereto shall be appropriately pro rated, as will the Real Estate Tax Expense for any partial year in which the term of the Lease commences. Notwithstanding the foregoing, Landlord affirms that Tenant's current estimated pro rata share of the Real Estate Tax Expense is Two Hundred Four Dollars ($204.00) per month, and that it is not aware of any specific tax or assessment that is likely to substantially increase the Real Estate Tax Expense. ARTICLE 7. USE Tenant agrees that the Demised Premises shall be occupied by no other person or entity and shall be used for the sole purpose of: the retail sale of new and used children's clothing, shoes, furniture, equipment, books, toys, safety items, accessories, maternity items.and related items, and for no other purpose. Tenant shall be subject to all existing exclusives granted to tenants at the Shopping Center, a copy of which is attached hereto and made a part hereof as Exhibit "B ". Tenant shall not use or occupy, or permit anyone taking through or under Tenant in any manner to use or occupy the Premises for any other use other than the permitted use hereunder, or which use has been restricted in the Shopping Center. Unless otherwise consented to in writing by landlord, Tenant agrees to conduct its business in the Demised Premises under the name of Kid to Kid. Tenant shall operate its business from the Premises for the minimum hours of 10:00 A.M. to 7:00 P.M. each day of the week except Saturdays (when Tenant shall.be open from 10:00 A.M. to 5:00 P.M.) including holidays as determined by Landlord and during such other periods as all the stores in the Shopping Center and any department store in the Shopping Center is open for business. Tenant may operate during hours in addition to the hours stated above. Tenant realizes that it is beneficial to it and to all other tenants in the Shopping Center to maintain uniform business hours at all times, and therefore Tenant agrees that the obligation of Tenant to cause its store to remain open during the hours and days as aforesaid may be increased or reduced (or subsequent to such initial increase or reduction, may be increased or reduced, without limitation on the number of such increases or reductions) as determined by Landlord, provided that the other stores in the shopping center observe such hours. Tenant shall keep its store or exterior window illuminated every business day until thirty (30) minutes beyond closing time. ARTICLE 8. RULES AND REGULATIONS Landlord reserves the right from time to time to adopt and promulgate rules and regulations applicable to the Demised Premises and the Shopping Center, a copy of which are attached hereto and made a part hereof as Exhibit "C ", and to amend and supplement such rules and regulations. Notice of such rules and regulations and of any amendments and supplements thereto shall be given to Tenant and Tenant agrees thereupon to comply with and observe all such rules and regulations, provided that the same shall to the extent practicable be applied uniformly to all of the tenants in the Shopping Center. Tenant hereby agrees to comply with the conditions of all governmental approvals and any recorded covenants and restrictions affecting the Shopping Center. Moreover, this Lease is subject to all applicable building restrictions, planning and zoning ordinances, site plan and subdivision provisions and conditions, governmental rules and regulations, existing leases, if any, and all other encumbrances, covenants, restrictions and easements affecting the Shopping Center and the terms and provisions of certain reciprocal easement and operating agreements now or hereafter entered into by Landlord. ARTICLE 9. CONDUCT OF BUSINESS Tenant will keep the inside and outside of all glass in the doors and windows of the Demised Premises clean; will keep all exterior and interior store front surfaces clean; will replace promptly at its own expense with glass of like kind and quality any plate glass or window glass of the Demised Premises that may become cracked or broken; will not, place or maintain any merchandise or other articles in any vestibule or entry of the Demised Premises, on the sidewalks or walls adjacent thereto or elsewhere on the exterior thereof; will maintain the Demised Premises and the areas immediately adjoining the Demised Premises at the rear and the front of the Demised Premises, at its own expense, in a clean, orderly and sanitary condition and free of insects, rodents, vermin and other pests; will keep the sidewalks in front of and around the Demised Premises free from ice and snow; will not permit accumulations of garbage, trash rubbish and other refuse, but will remove the same at its expense, and will keep such refuse in odor - proof, rat -proof containers within the interior of the Demised Premises shielded from the view of the general public until removed; will not burn any trash or garbage whatsoever; will cause all such garbage, trash or rubbish to be removed by such persons or companies as may be specified by Landlord, and if Landlord provides such service directly to the Shopping Center, Tenant will pay such charges; will not use or permit the use of any objectionable advertising medium, including but not limited to loudspeakers, phonographs, public address systems, sound amplifiers, strobe or flashing lights, within the Shopping Center and in any manner audible or visible outside the Demised Premises; will not permit any reception of radio or television broadcasts whatsoever anywhere in the Shopping Center in any manner audible or visible outside the Demised Premises; will keep all mechanical apparatus free of vibrations and noise which may be transmitted beyond the confines of the Demised Premises; will not maintain or permit to be maintained in the Demised Premises any vending machines of any nature; will not cause or permit objectionable odors to emanate or be dispelled from the Demised Premises; will not solicit business or hold demonstrations in the parking or other Common Areas nor distribute any hand bills or other advertising matter to, in, or upon any automobiles parked in the parking areas or in any other Common Areas; will comply with all laws and ordinances and all valid rules and regulations of governmental authorities and all recommendations of the Fire Underwriters Rating Bureau, now or hereafter enacted, promulgated or adopted, with respect to the use of or occupancy of the Demised Premises by Tenant; and except for deliveries made by customers, will not load or permit the loading or unloading of merchandise, supplies or other property, nor receive the same outside the area and entrance designated therefor by Landlord from time to time; will not permit the parking or standing outside of said area of trucks, trailers, or other vehicles or equipment engaged in such loading or unloading in a manner which may interfere with the use of any Common Areas or any pedestrian or vehicular use and good regular shopping center practice; will use its best efforts to complete or cause to be completed all deliveries, loading, unloading and services to the Premises prior to 10:00 am each day. Notwithstanding the foregoing, Landlord recognizes that the majority of deliveries shall be made by Tenant's retail customers through the front door of the premises. In addition, and notwithstanding anything in this Lease to the contrary, in no event whatsoever may any of the Demised Premises be used for any of the following purposes: fast - food restaurant; family -style restaurant; cocktail lounge; bar; pub; tavern; hotel; motel; motor lodge; residency hotel; bed and breakfast establishment; banquet hall; wedding hall; cafeteria; restaurant; theatre; bowling alley; billiard parlor; night club or other place of recreation or amusement; any business serving or selling alcoholic beverages; a retail store selling as its primary use video games, hand -held entertainment software; personal computer games, and hardware and accessories related thereto; a discount store; a grocery store; a pharmacy; or a fast food restaurant. ARTICLE 10. NON - DISRUPTION Tenant shall take no action that would violate any of Landlord's contracts affecting the Shopping Center, or which would create or contribute to any work stoppage, strike, picketing, labor disruption or dispute, or that would interfere, in any way, with the business of Landlord or any other tenants of the Shopping Center or with the rights and privileges of any invitees, licensees, employees or any other person lawfully in and upon the Shopping Center, or that would cause any impairment or reduction of the good will and reputation of the Shopping Center. ARTICLE 11. CONSTRUCTION OF DEMISED PREMISES Landlord and Tenant agree that Tenant shall accept the Demised Premises in its current condition, as is, where is. Tenant shall perform all work necessary for Tenant's use and occupancy of the Demised Premises, in a good and workmanlike manner, and in conformity with industry and construction standards in the region. Landlord shall not be responsible for performing any work in the Demised Premises. Any work that is an obligation of Tenant, but is done by Landlord on behalf of Tenant, shall be at Tenant's sole cost and expense and will be paid for by Tenant to Landlord based on the cost to Landlord of such work, together with the sum equal to twenty -five percent (25 %) percent of said cost for overhead and administration expenses, all due and payable within ten (10) days after billing from Landlord to Tenant. After Landlord delivers the Demised Premises to Tenant, and prior to commencement of construction, Tenant shall submit to Landlord a complete set of Tenant's construction drawings and plans for the Demised Premises for approval by Landlord. Tenant shall commence and thereafter pursue with due diligence the completion of the construction work and installation of fixtures in accordance with the requirements of Exhibit "E ". The drawings and plans shall not be modified without the prior written consent of Landlord. Opening for business in the Demised Premises by Tenant shall constitute an acceptance of the Demised Premises and an acknowledgment by Tenant that the Premises are in the condition required under this Lease. Tenant will assume all responsibility for the construction performed within the Premises by Tenant's General Contractor. Tenant's warranty of the General Contractor's work shall include any damages, unfinished work, debris removal, punch -list items and non - compliance to Landlord approved drawings. Notwithstanding the foregoing, Landlord shall permit Tenant to install its franchise - required kid -door provided that it meets all applicable state and local laws, codes, and ordinances. ARTICLE 12. SIGNS Tenant agrees that it will not erect any signs without first obtaining Landlord's approval as to size, color, type and location of the permitted signs, and Tenant agrees that no sign will be erected unless it meets the standards set forth in Exhibit "F ". Tenant agrees not to display any banners, pennants, search lights, window signs, balloons, or similar temporary advertising media. Tenant agrees to maintain its signs in a good state of repair and save Landlord harmless from any loss, cost or damage as a result of the erection, maintenance, existence or removal of the same and shall repair any damage which may have been caused by the erection, existence, maintenance or removal of such signs. Upon vacating the storeroom, Tenant agrees, at its sole cost, to remove all signs and to repair all damage caused by such removal. If Landlord elects to provide for a freestanding pylon sign at the Shopping Center, then Tenant shall have the right to place signage on the pylon in a location determined solely at the discretion of Landlord, and subject to all applicable governmental laws, rules, codes and regulations. Tenant shall be responsible for the cost of fabricating, installing and maintaining its panel on such pylon sign, and its pro -rata share of electricity consumption and maintenance of the pylon sign. Upon receipt of Landlord's written approval of the location of Tenant's sign panel Tenant shall install its sign panel at its sole cost and expense. Notwithstanding the foregoing, Landlord shall permit Tenant to install its franchise - required sign provided that it meets all applicable state and local laws, codes, and ordinances. Notwithstanding the foregoing, Landlord shall permit Tenant to install its franchise - required sign provided that it meets all applicable state and local laws, codes, and ordinances. ARTICLE 13. PROPERTY IN THE DEMISED PREMISES All leasehold or building improvements or additions, such as hardwood floors, carpeting and padding, light fixtures and heating and air - conditioning equipment and all construction work whether done by Tenant and /or Landlord shall, when installed or completed, attach to the freehold and become and remain the property of Landlord subject at all times to Landlord's claim for rent and other sums which may become due to Landlord under this Lease. Tenant further agrees that all personal property of every kind or description that may at any time be in the Demised Premises shall be at Tenant's sole risk, or at the risk of those claiming under Tenant. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by the acts or omissions of persons occupying any space adjacent to or adjoining Tenant's Demised Premises, or any part thereof. Landlord shall not be responsible for or liable to Tenant for any loss or damage resulting to Tenant or its property or its business from roof leaks, water, gas, steam, fire, or the bursting, stoppage or leaking of water from sewer pipes, or from the heating or plumbing fixtures, or from electric wires, or from gas or odors, or caused in any manner whatsoever. ARTICLE 14. TRADE FIXTURES Tenant may, at the expiration of the Term, remove all of Tenant's trade fixtures that can be removed without costly injury to or undue defacement of the Premises, provided all Rent and Additional Rent stipulated herein is paid in full and Tenant is not otherwise in default hereunder, and further provided that any and all damage to the Demised Premises or to the Shopping Center (resulting from or caused by such removal) shall be promptly repaired at Tenant's expense. ARTICLE 15. ALTERATIONS Tenant further covenants not to permit alterations of or upon any part of the Demised Premises except by and with the written consent of Landlord first had. Alterations that require Landlord's written consent include but are not limited to floor, wall and ceiling finishes, and changes to mechanical or electrical equipment. All alterations to the Premises shall be made in accordance with all the requirements of Exhibit "E ", applicable law, ordinances and regulations and shall remain for the benefit of Landlord unless otherwise provided in said written consent; and, Tenant further agrees, in the event of making such alterations as herein provided, to defend, indemnify and save harmless Landlord from all expense, liens, claims or damages to either persons or property or the Demised Premises, arising out of or resulting from the undertaking or making of said alterations. Notwithstanding the foregoing, Landlord shall permit Tenant to install its franchise - required kid -door provided that it meets all applicable state and local laws, codes, and ordinances. ARTICLE 16. LIENS In completing the Demised Premises and in making any alterations and improvements to the Demised Premises thereafter, Tenant shall cause each contractor to execute a written construction agreement that shall contain what is commonly referred to as a "No Lien" or "Waiver of Lien" provision and which agreement shall provide that sufficient notice of such provisions shall be given to all subcontractors, materialmen and /or laborers in the manner authorized by applicable statute, whether by actual notice or by recordation of said No -Lien agreement within the prescribed statutory period, so as to sufficiently bind all subcontractors, materialmen and /or laborers to the terms of such No -Lien agreement. If any lien is made or filed as the result of any work done by or on behalf of Tenant, Tenant shall cause the same to be discharged by deposit, bonding, payment or otherwise within ten (10) days after written request by Landlord. If Tenant shall fail to cause such lien to be discharged within the period aforesaid, then, in addition to any other right or remedy which Landlord may have, Landlord may, but shall not be obligated to, discharge said lien either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings and in any such event, Landlord shall be entitled, if Landlord so elects, to compel the prosecution of any action for the foreclosure of such lien by the lienor with interest, costs and expenses incurred by Landlord in connection therewith, together with interest thereon from the respective dates of Landlord's making of the payment and incurring of the cost and expense, all of which shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand. The aforesaid interest shall be at the higher rate of eighteen (18 %) percent per annum or three (3 %) percent above the prime interest rate as published by the Wall Street Journal on the date of Landlord's notice requesting payment. Nothing herein contained shall be construed as a consent on the part of Landlord to subject the estate of Landlord to liability under the Mechanics' Lien Law, it being expressly understood that Landlord's estate shall not be subject to such liability. Notwithstanding anything contained within this Lease to the contrary, Landlord agrees that its security interest in Tenant's goods, inventory, equipment, trade fixtures, and personal property shall be junior to any interest acquired by Tenant's lender. ARTICLE 17. RADIUS RESTRICTION Tenant covenants and agrees that during the Term of this Lease and any extension or renewal thereof, neither Tenant nor Tenant's management, nor any person or entity controlled by Tenant or controlling Tenant, or controlled by the same person or entity or persons or entities who control Tenant, will directly or indirectly own, operate, be employed in, direct or serve any other place of business, the same, or similar to, or competitive with, Tenant's business as set forth herein, within a radius of three (3) miles from the Premises measured in a straight line without reference to road mileage. In the event that this covenant is violated, then, in addition to any other remedy Landlord may have, the Minimum Rent provided for this Lease shall be increased by Fifty (50 %) percent. ARTICLE 18. COMMON AREAS Landlord shall make available from time to time within the Shopping Center such Common Areas as and to the extent Landlord shall from time to time deem appropriate in its sole discretion. Common Areas shall be defined as including but not limited to any parking areas, driveways, service courts, access and egress roads, side walks, opened and enclosed courts and malls, landscaped and planted areas, fire corridors, meeting areas and public rest rooms. Landlord shall maintain said Common Areas in a reasonable manner comparable to similarly situated shopping centers as Landlord shall in its sole and reasonable discretion determine. Landlord may from time to time change the size, location, elevation, nature and /or use of any Common Areas and may make installations and /or construct or erect buildings, structures or booths therein or thereon and move or remove the same and shall have the right to retain revenue from income producing events whether or not conducted for promotional purposes. If Landlord from time to time acquires, or makes available, additional land for parking or other common area purposes, then Common Areas shall include such additional land. Tenant, its officers, employees, customers and invitees shall have the non - exclusive right in common with Landlord and all others to whom Landlord has or may hereafter grant rights, to use said Common Areas as designated by Landlord, subject to such rules and regulations as Landlord may impose. Landlord may at any time close any Common Area to make repairs or changes or to prevent the acquisition of public rights in such area or to discourage non customer parking. Tenant agrees to cause its employees to park in such areas as may be designated by Landlord for "Employee Parking ". Tenant shall pay to Landlord on the first day of each calendar month in advance with its payment of Minimum Rent Landlord's estimate of Tenant's proportionate share of the cost and expense to Landlord of operating, managing, maintaining and repairing said Common Areas (hereinafter referred to as "Common Area Maintenance Costs "). For these purposes, the term "Common Area Maintenance Costs" shall mean all sums incurred in a manner deemed by Landlord to be reasonable and appropriate and for the best interests of the Shopping Center in connection with the operation, maintenance and repair of the Common Areas, and shall include, but not be limited to, the costs and expenses of (the following itemization is for definition only and are not to be construed so as to impose any obligations on Landlord): all costs and expenses of every nature and kind as may be paid or incurred in operating, equipping, policing and protecting, heating, air conditioning, providing sanitation and sewer and other utility services to, insuring, equipping, staffing, repairing, replacing, managing and maintaining the common areas and facilities, including but not limited to, the cost and expense of. water, gas, sewage, electricity, refuse disposal and other utilities (including all energy costs), including all usage, service, hookup, connection, availability and /or standby fees or charges pertaining to same; illumination and maintenance of signs, whether located on or off the Shopping Center property; salaries of all management personnel; repairing, cleaning, sweeping, painting, striping, replacing and repaving of paving, parking areas, curbs, walkways, guardrails, driveways, bumpers, fences, screens, flagpoles, bicycle racks, pipes, ducts, conduits, lighting facilities and other amenities and improvements; maintenance, repair and replacement of directories; cleaning, lighting, snow and ice removal and landscaping; security control and fire protection; uniforms for maintenance, administrative and security personnel for the Shopping Center; management fees; maintenance for wooded areas, retention ponds, rivers and riverbank areas, if any; maintaining and replacing the equipment, if any, supplying music to such areas; the reasonable depreciation of equipment used in the operation and maintenance of such areas; reasonable amortization of capital improvements; total compensation and benefits (including premiums for workers' compensation and other insurance) paid to or on behalf of persons involved in the performance or administration of the work specified herein; repair, maintenance and cleaning of such areas; operation, maintenance, repair and replacement of mechanical equipment, lighting fixtures (including replacement of poles, tubes and bulbs); the operation, maintenance and repair of any fire sprinkler systems, security alarm systems, and all other items of equipment used in connection with such areas; paper supplies in restrooms, if any, located in or about such areas; cleaning, lighting, striping and landscaping curbs, gutters, sidewalks, drainage and irrigation ditches, conduits, pipes and canals serving the Shopping Center; seasonal decorations; materials, supplies and services purchased or hired in connection with the operating of the common areas; any and all insurance costs and expenses incurred by Landlord relating to all insurance of whatsoever nature kept by Landlord in connection with the ownership, operation, use, development or management of, or otherwise with respect to, all or any of the Shopping Center, including the following with respect to the Shopping Center (and the buildings and improvements thereon) and the common areas and all improvements thereon, rental interruption insurance, liability insurance, fire and casualty and property damage insurance, all in amounts and coverages as determined by Landlord, as commercially reasonable, from time to time; and there shall also be added to the foregoing costs and expenses an amount equal to fifteen percent (15 %) of the total of all of the foregoing costs and expenses as Landlord's administrative fee. Notwithstanding the foregoing provisions, Common Area Maintenance Costs shall not include: (1) depreciation (other than depreciation as above specified); (2) costs of repairing and replacing to the extent that proceeds of insurance or condemnation awards are received therefor; and (3) costs of a capital nature to the extent they do not improve the utility of the Common Areas beyond their original condition or utility as they may be put from time to time by Landlord. Tenant's proportionate share of the Common Area Maintenance Costs shall be computed by multiplying the total amount of the Common Area Maintenance Costs each year by a fraction, the numerator of which shall be the Floor Area of the Demised Premises and the denominator of which shall be the average of the Gross Leasable Area within the Shopping Center. If the Common Area Maintenance Payment paid by Tenant pursuant to this Article for any full or partial calendar year shall be less than the actual amount due from Tenant for such year as shown on such notice, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the actual amount due, within ten (10) days after receipt of such notice. If the total amount paid by Tenant for any full or partial calendar year shall exceed the actual amount due from Tenant for such full or partial calendar year, such excess shall be credited against the next Common Area Maintenance Payment due from Tenant to Landlord pursuant to this Article. If the Commencement Date is a day other than the first day of the calendar year, or if the Term of this Lease shall end on a day other than the last day of the calendar year, then Tenant's proportionate share of Common Area Maintenance Costs shall be billed and adjusted on the basis of such fraction of a calendar year. Notwithstanding the foregoing, annual increases in Common Area Maintenance Costs shall not exceed five percent (5 %), excluding snow removal and utility expenses. ARTICLE 19. UTILITIES From the date Landlord delivers the Demised Premises to Tenant, Tenant agrees to pay for all utility services rendered or furnished to the Demised Premises including heat, gas, water, electricity, sprinkler charges assessed by any governmental authority, fire line charges, sewer rental, sewage treatment facilities charges and the like, together with all taxes levied or other charges on such utilities and governmental charges based on utility consumption, standby utility capacity or potential utility use. Said utility services may be provided directly to the Demised Premises by the local utility company or, at Landlord's option, the services may be provided by the utility company directly to Landlord who then shall distribute to the Demised Premises. If any such utilities are not separately metered or assessed or are only partly separately metered or assessed and are used in common with other tenants of the Shopping Center, Tenant will pay to Landlord an apportionment of such charges for utilities used in common, in addition to Tenant's payments of the separately metered charges. If Landlord shall supply any such services, Tenant will purchase same from Landlord at charges not in excess of the charges for the services in question made by any utility corporation or governmental agency supplying such utilities in the area. Any such charges for services supplied by Landlord, or charges for utilities that may be rebilled by the Landlord shall be due and payable within ten (10) days after billings therefor are rendered to Tenant. In no event shall Landlord be liable for the quality, quantity, failure or interruption of such services to the Demised Premises. ARTICLE 20. MAINTENANCE Landlord covenants and agrees to keep and maintain (except as hereinafter set forth), the roof and other exterior portion of the Demised Premises and the plumbing, sewage and utility lines outside the building in which the Demised Premises is located; except, however that Landlord shall not be responsible for the following: doors, door checks and operators and windows; reasonable wear and tear and damage caused by any act or negligence of Tenant, its employees, agents, invitees, licensees or contractors. Other than as herein provided, Landlord shall not be responsible to make any other improvements or repairs of any kind in or upon the Demised Premises. Tenant covenants and agrees to keep and maintain at its own cost and expense in good order, condition and repair the Demised Premises and every part thereof, except as hereinbefore provided, including, but without limitation, the exterior and interior portions of all doors, door checks and operators; windows, plate glass and showcases surrounding the Demised Premises; all utilities lines, including but not limited to water, gas, electric, and plumbing lines within the Demised Premises and from the Demised Premises to and including that point of connection and /or meter where the aforesaid utility line serving the Premises connects with the common line serving the building; sanitary lines from the sanitary unit within the Premises to the municipal cleanout located on the exterior of the building; electrical systems, wet sprinkler system, telecommunications systems, mechanical equipment system (including, but not limited to the HVAC system, whether contained within or outside the Premises); utility lines under the floor of Tenant's Demised Premises; interior walls, floors and ceilings; all interior building appliances and similar equipment; interior and exterior signage and canopies and all parts of the Premises originally constructed or provided to Tenant. Tenant further agrees to replace any of the aforesaid items or the like when necessary at its own cost and expense. In addition, Tenant, at its sole expense, shall change all air conditioning filters, and have the heating, ventilating and air conditioning system professionally inspected and generally serviced in accordance with the manufacturer's suggested service and maintenance requirements. Tenant agrees to purchase and maintain during the term of this Lease a maintenance contract, from a reputable company, to provide for maintenance of the heating, ventilating and air conditioning system in the Leased Premises, which maintenance shall be in accordance with the manufacturer's suggested service and maintenance requirements. Tenant shall promptly deliver true, correct and complete copies of all such maintenance contracts to Landlord. If Tenant shall fail to obtain and maintain the maintenance contract herein required, Landlord, at its sole option and in addition to all other rights and remedies hereunder, at law, in equity, by statute (or regulation) or otherwise, shall have the right to obtain same and pay the cost therefor for a period not to exceed one year in each instance, and the cost thereof so paid by Landlord, together with a fee equal to fifteen percent (15 %) thereof, shall be immediately due and payable by Tenant to Landlord as additional rent. If Tenant refuses or neglects to commence or complete repairs promptly and adequately, Landlord, in addition to any other remedy, may, at Landlord's option, make or complete said repairs. Tenant shall pay the cost thereof to Landlord upon demand, together with the sum equal to twenty -five (25 %) percent of said costs for overhead and administration, all due and payable within ten (10) days after billing from Landlord to Tenant. Tenant further agrees that all personal property of every kind or description that may at any time be in the Premises shall be at the Tenant's sole risk, or at the risk of those claiming under the Tenant. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by the acts or omissions of persons occupying any space adjacent to or adjoining Tenant's Premises or any part thereof. Landlord shall not be responsible or liable to Tenant for any loss or damage resulting to Tenant or its property or its business from roof leaks, water, gas, steam, fire, or the bursting, stoppage or leaking water and /or sewer pipes, or from the heating or plumbing fixtures, or from electric wires, or from gas or odors, or caused in any manner whatsoever. Notwithstanding anything to the contrary provided by this lease, and assuming that Tenant services and maintains the HVAC system as required by this Lease, in the event that the HVAC system should fail during the first five (5) years of the Term, Landlord shall pay the unamortized cost and Tenant shall pay the amortized cost of replacing it. Tenant agrees that this paragraph shall not be applicable to any extensions of this Lease. ARTICLE 21. SURRENDER OF DEMISED PREMISES Tenant covenants and agrees to vacate, remove itself from and deliver up and surrender the possession of the Demised Premises to Landlord upon the expiration of the Term or upon the expiration of any extension or renewal thereof, or upon any earlier termination of this Lease, as herein provided, without any specific notice to vacate, in as good condition and repair as the same shall be at the commencement of said Term or may have been put by Landlord during the continuance thereof, ordinary wear and tear, and damage by fire or the elements, to the extent that the same is covered by Landlord's fire insurance policy with extended coverage endorsement, alone excepted. Nothing herein shall be construed as relieving Tenant of any of its maintenance obligations provided for in this Lease. TENANT EXPRESSLY WAIVES TO LANDLORD THE BENEFIT TO TENANT OF 68 P.S. SECTION 250.501, BEING SECTION 501 OF THAT ACT, APPROVED APRIL 6, 1951, ENTITLED "LANDLORD AND TENANT ACT OF 1951 ", AS MAY BE AMENDED FROM TIME TO TIME, REQUIRING NOTICE,TO QUIT UPON THE EXPIRATION OF THE TERM OF THIS LEASE OR AT THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED. TENANT COVENANTS AND AGREES TO VACATE, REMOVE FROM AND DELIVER UP AND SURRENDER THE POSSESSION OF THE PREMISES TO LANDLORD UPON THE EXPIRATION OF THE TERM OR UPON THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED, WITHOUT SUCH NOTICE, IN THE CONDITION AS REQUIRED ABOVE. ARTICLE 22. ASSIGNMENT AND SUBLETTING Tenant covenants and agrees not to assign this Lease or to sublet the whole or any part of the Demised Premises, or to permit any other persons to occupy same without the written consent of Landlord, which shall not be unreasonably withheld. Landlord specifically shall be allowed to withhold consent if any assignment or subtenancy would violate any restrictive covenants in place at the Shopping Center, or if the assignment or subtenancy would result in the creation of any restrictive covenants at the Shopping Center. Any assignment or subletting, even with the consent of Landlord, specifically including but not limited to any assignment or subletting made in a bankruptcy or other similar proceeding, shall not relieve Tenant from liability for payment of Rent or other sums herein provided or for the obligation to keep and be bound by the terms, conditions and covenants of this Lease, notwithstanding the fact that this Lease may be amended by agreement between such assignee or subtenant and Landlord. In the event any assignment or subletting made in a bankruptcy or other similar proceeding, results in rental income or other.lease charges in an amount greater than that provided for in this Lease, or in the event that Tenant shall receive from its subtenant or assignee any consideration for the making of such.subletting or assignment (including any sum attributed to the "goodwill" in the business), even if such subletting or assignment is consented to by Landlord, then such excess rental and charges or such consideration, as the case may be, shall belong to Landlord and shall be payable to Landlord as Additional Rent. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or subletting of the Demised Premises. Tenant shall pay Landlord the sum of One Thousand and 00/100 Dollars ($1,000.00) as reimbursement to Landlord for administrative and legal expenses incurred by Landlord in connection with any such assignment or subletting. An assignment for the benefit of creditors or by operation of law shall not be effective to transfer any rights to any assignee without the written consent of Landlord first having been obtained. Provided Tenant is a corporation, then if any time during the Term of this Lease any part or all of the corporate shares of Tenant shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the present effective voting control of Tenant by the person or persons owning a majority of said corporate shares on the date of this Lease, such change shall be deemed an assignment and Tenant shall promptly notify Landlord in writing of such change, and Landlord may terminate this Lease at any time after such change in control by giving Tenant ninety (90) days' prior written notice of such termination. If Tenant is a partnership or limited liability company and if at any time during the Term hereof or any extension or renewal thereof, the person or persons who, at the time of the execution of this Lease, owns or own the controlling interest or the general partner's interest, the majority members' interests, or the managing member's interests, as the case may be, ceases to own the controlling interest or the majority interest (except as a result of transfers by bequests or inheritance), such cessation of ownership shall be deemed an assignment and upon such cessation of ownership, Tenant shall promptly notify Landlord in writing of such change, and Landlord may terminate this Lease at any time after such change in control by giving Tenant ninety (90) days' prior written notice of such termination. Notwithstanding the foregoing, Landlord agrees that it shall not unreasonably withhold consent to an assignment of the lease to another qualified Kid to Kid franchisee, and agrees that in giving such consent, shall release Tenant and Tenant's guarantors, if any, from liability as obligors and guarantors. In determining whether a proposed assignee is "qualified ", Landlord may consider any reasonable factor, including, without limitation any one of the following factors: (i) the financial strength of the proposed assignee must be at least equal to that of the existing Tenant and Guarantors at the time of execution of this Lease; (ii) the business reputation of the proposed assignee must be in accordance with generally acceptable commercial standards; and (iii) the managerial and operational skills and experience of the proposed assignee must be generally acceptable. ARTICLE 23. INSURANCE Tenant covenants and agrees to provide on or before the Possession Date and to keep in force during the entire Term of this Lease: i) Commercial General Liability insurance for the mutual benefit of Landlord and Tenant for damages because of bodily injury, personal injury or death of any person(s) or property damage occurring in or about the Shopping Center and the Demised Premises in the following minimum amounts: not less than Two Million ($2,000,000.00) Dollars each occurrence; Five million ($5,000,000.00) Dollars (for this Tenant location) general aggregate which insurance shall name Landlord, Landlord's Mortgagee, and Landlord's Management Company as additional insureds; ii) Property coverage on an "All Risk" form of policy (including coverage for all certified Terrorist Acts) of physical loss insurance insuring all of its leasehold improvements, alterations, additions, fixtures, merchandise, equipment and other personal property installed or owned by Tenant in, on or at the Demised Premises, against fire, vandalism, riot, malicious mischief, sprinkler leakage, earth movement or other casualty with extended coverage in amounts equal to the full One Hundred (100 %) replacement value, without coinsurance, of such improvements, alterations, additions, fixtures and contents; iii) plate glass insurance with respect to all plate and other glass in the Demised Premises; and iv) if there is air conditioning equipment in, on, adjoining or beneath the Demised Premises, broad form machine insurance in the amount of Two Hundred Fifty Thousand ($250,000.00) Dollars. Tenant agrees to deliver to Landlord at least fifteen (15) days prior to the time such insurance is first required to be carried by Tenant, and thereafter at least fifteen (15) days prior to the expiration of any such policy, either a duplicate original or a certificate of all policies procured by Tenant in compliance with its obligations hereunder, together with evidence of payment therefor. Tenant shall, within thirty (30) days after the Commencement Date of the Term, provide Landlord with a list of all leasehold and building improvements and their value. All of the aforesaid insurance shall be written by one or more responsible insurance companies reasonably satisfactory to Landlord; all such insurance may be carried under a blanket policy covering the Demised Premises and any other of Tenant's stores and shall contain endorsements that: (1) such insurance may not be canceled or amended with respect to Landlord (or its designee(s)), except upon ten (10) days' written notice by registered mail to Landlord (and such designee(s)), by the insurance company; and (2) Tenant shall be solely responsible for payment of premiums for such insurance. In the event Tenant fails to furnish such insurance, Landlord may obtain such insurance and the premiums shall be paid by Tenant to Landlord upon demand. Tenant will indemnify, save harmless, and defend Landlord from and against any and all claims and demands in connection with any accident, injury or damage whatsoever caused to any person or property arising directly or indirectly out of Tenant's initial construction, alteration, renovation, remodeling and /or fixturing of the Demised Premises (whether or not occurring prior to the Commencement Date hereof), or out of the business conducted in the Demised Premises or occurring in, on or about the Demised Premises or any part thereof, or arising directly or indirectly from any act or omission of Tenant or any of its contractors, subcontractors, concessionaires or subtenants or their respective licensees, servants, agents, employees, contractors or subcontractors, and from and against any and all costs, expenses and liability incurred in connection with any such claim or proceeding brought thereon. The comprehensive general liability coverage maintained by Tenant pursuant to Subsection A above shall specifically insure the contractual obligations of Tenant as set forth herein. Tenant agrees, at its own cost and expense, to comply with all of the applicable rules, regulations and recommendations of the Fire Insurance Rating Organization, ISO, NFPA and any similar body and any governmental authority having jurisdiction. If at any time and from time to time, as a result of or in connection with any failure by Tenant to comply with the foregoing sentence or any act of omission or commission by Tenant, its employees, contractors or licensees, or as a result of or in connection with the use of which the Demised Premises are put (notwithstanding that such use may be for the purposes hereinbefore permitted or that such use may have been consented to by Landlord), the fire insurance rate(s) applicable to the Demised Premises, or the building in which same are located, or to any other premises in said building, or to any adjacent property owned or controlled by Landlord, or an affiliate of Landlord, and /or to the contents in any or all of the aforesaid properties (including rent insurance relating thereto) shall be higher than that which would be applicable for the least hazardous type of occupancy legally permitted therein, Tenant agrees that it will pay to Landlord, on demand, such portion of the premiums for all fire insurance policies in force with respect to the aforesaid properties (including rent insurance relating thereto) and the contents of any occupant thereof as shall be attributable to such higher rate(s). If Tenant installs any electrical equipment that overloads the lines in the Demised Premises or the building in which the Demised Premises are located, Tenant shall, at its own cost and expense promptly make whatever changes are necessary to remedy such condition and to comply with all requirements of the Landlord and the Board of Fire Insurance Underwriters and any similar body and any governmental authority having jurisdiction thereof. For the purpose of this paragraph, any finding or schedule of the Fire Insurance Rating Organization having jurisdiction thereof shall be deemed to be conclusive. If this Lease so permits and Tenant engages in the preparation of food or packaged foods or engages in the use, sale or storage of inflammable or combustible material, Tenant shall install chemical extinguishing devices (such as ansul) approved by the Fire Insurance Rating Organization and shall keep such devices under service as required by such organization. If gas is used in the Premises, Tenant shall install gas cutoff devices (manual and automatic). Each insurance policy carried by Tenant and insuring all or any part of the Demised Premises, including improvements, alterations and changes in and to the Demised Premises and Tenant's trade fixtures and contents therein, shall be written in a manner to provide that the insurance company waives all right of recovery by way of subrogation against Landlord in connection with any loss or damage to the Premises, property, businesses, building or contents caused by any of the perils covered by fire and extended coverage, and business interruption insurance, or for which either party may be reimbursed as a result of insurance coverage affecting any loss suffered by it. ARTICLE 24. FIRE OR OTHER CASUALTY Should the Demised Premises (or any part thereof) be damaged or destroyed by fire or other casualty insured under the standard fire and casualty insurance policy with approved standard extended coverage endorsement applicable to the Premises, Landlord shall, except as otherwise provided herein, and to the extent it recovers proceeds from such insurance, repair and /or rebuild the same with reasonable diligence. Landlord's obligation hereunder shall be limited to the building and improvements originally provided by Landlord at the Possession Date of this Lease. Landlord shall not be obligated to repair, rebuild or replace any property belonging to Tenant or any improvements to the Demised premises furnished by Tenant. If there should be a substantial interference with the operation of Tenant's business in the Demised Premises as a result of such damage or destruction which requires Tenant to temporarily close its business to the public, the Minimum Rent shall abate but only to the extent of the proceeds actually received by Landlord under its rent insurance policy. Unless this Lease is terminated by Landlord as hereinafter provided, Tenant shall, at its cost and expense, repair, restore, redecorate and refixture the Demised Premises and restock the contents thereof in a manner and to at least a condition equal to that existing prior to such damage or destruction, except for the building and improvements to be reconstructed by Landlord as above set forth, and the proceeds of all insurance carried by Tenant on the property, decorations and improvements as well as fixtures and contents in the Demised Premises shall be held in trust by Tenant for such purposes. Tenant agrees to commence such work within ten (10) days after the date of such damage or destruction or the date Landlord completes any reconstruction required to be completed by it pursuant to the above, whichever date is later, and Tenant shall diligently pursue such work to its completion. Tenant further agrees that all such work required of it shall be done within a period of no greater than sixty (60) days after it is required to commence such work. Notwithstanding anything to the contrary contained in the preceding paragraph or elsewhere in this Lease, Landlord at its option may terminate this Lease on thirty (30) days' notice to Tenant, given within ninety (90) days after the occurrence of any damage or destruction, if: (1) the Demised Premises be damaged or destroyed as a result of a risk which is not covered by Landlord's insurance, or (2) the Demised Premises be damaged and the cost to repair the same shall be more than twenty -five (25 %) percent of the cost of replacement thereof, or (3) the Demised Premises be damaged during the last two (2) years of the Term, or (4) the building of which the Demised Premises is a part shall be damaged to the extent of twenty -five (25 %) percent or more of the then monetary value thereof (whether the Demised Premises be damaged or not), or (5) if any or all of the buildings or Common Areas of the Shopping Center are damaged (whether or not the Demised Premises are damaged) to such an extent that, in the sole judgment of Landlord, the Shopping Center cannot be operated as an integral unit. ARTICLE 25. EMINENT DOMAIN A. Demised Premises (1) If the whole of the Demised Premises shall be taken by any public or quasi - public authority under the power of eminent domain, condemnation or expropriation or in the event of a conveyance in lieu thereof, then this Lease shall terminate on the date when Tenant is required to yield possession thereof. (2) If less than twenty -five (25 %) percent of the Demised Premise shall be so taken or conveyed, then this lease shall terminate only as to the part taken or conveyed as of the date Tenant is required to yield possession thereof. (3) If more than twenty -five (25 %) percent of the Demised Premises shall be so taken or conveyed and such partial taking or conveyance shall render that portion not so taken or conveyed unsuitable for the purpose for which the Demised premises were leased, then Landlord and Tenant shall each have the right to terminate this Lease by written notice. (4) If any part of the Demised Premises is so taken or conveyed, and the Lease is not terminated as set forth above, then: (a) this Lease shall continue in full force and effect, except that the Minimum Rent and Percentage Rent Breakpoint, if applicable, shall be reduced in the same proportion that the Floor Area of the Demised Premises so taken or conveyed bears to the original Floor Area demised, such reductions commencing as of the date that Tenant is required to surrender possession of the part taken or conveyed; and (b) Landlord shall upon receipt of the award in condemnation or the consideration for a conveyance made in lieu of condemnation make all necessary repairs or alterations to restore that portion of the Demised Premises remaining as near to its former condition as the circumstances will permit, and to the building of which it forms a part to the extent necessary to constitute the portion of the building not taken as a complete architectural unit; provided, however, that Landlord in any event shall not be required to spend for such repair and alteration work an amount in excess of the amount received by Landlord as damages for the taking of such part of the Demised Premises exclusive of the portion of such damages attributable to the then current market value of the land taken or condemned and after deducting the cost of collecting such damages, and Tenant, at Tenant's expense, shall make all necessary repairs and alterations to, and restoration of, Tenant's fixtures, floor covering, furniture, equipment, decorations, signs and contents. (5) If more than twenty (20 %) percent of (a) the floor area of the building of which the Demised Premises are a part or (b) the floor area of the Shopping Center or (c) the Common Areas, shall be taken or conveyed as aforesaid, notwithstanding the fact that neither the Demised Premises nor the building of which the Demised Premises are a part, is so take nor conveyed and notwithstanding anything to the contrary set forth above, Landlord shall have the right, at its option, to be exercised by notice in writing delivered to Tenant, to terminate this Lease effective, at the option of Landlord, either upon the date title vests in the condemning authority, or upon the date Landlord is required to deliver possession of the part taken or conveyed. (6) As used in this Article, the amount received by Landlord as compensation for any such taking or consideration for any such conveyance shall mean that portion of the award in condemnation or consideration for such conveyance received by Landlord from such condemning authority which is free and clear of all prior claims or collections by the holders of any mortgages or other security interest. (7) As used in this Article, "Demised Premises" and "portion of Demised Premises" shall not include fixtures, floor covering, furniture, equipment, decorations, signs and contents of Tenant, but this shall not limit Tenant's obligation above. B. Dispute as to Percentage of Taking Whenever there is a dispute as to the percentage of any condemnation, or conveyance in lieu of condemnation, as it affects the provisions of this Article, the determination of Landlord's Architect selected by Landlord with Tenant's reasonable consent shall be conclusive and binding upon the parties hereto. C. Waiver of Right to Compensation In the event of a taking under the power of eminent domain of the Demised Premises, Common Areas, or any other portion of the Shopping Center, whether whole or partial, all compensation awarded for such taking the free and leasehold estate, or consideration paid .for a conveyance in lieu of condemnation, as damages or otherwise, shall belong to and be the property of Landlord, except that Tenant shall be entitled to recover from the condemning authority, but not from Landlord, such amounts as may be separately awarded to Tenant for removal expenses, business dislocation damages and moving expenses, provided no such claim shall diminish or adversely affect Landlord's award. Tenant hereby assigns to Landlord all right, title and interest of Tenant in and to any award made for leasehold damages and/or diminution in the value of Tenant's leasehold estate. ARTICLE 26. SUBORDINATION, ATTORNMENT AND MORTGAGEE'S APPROVAL Tenant agrees that this Lease is and shall be, without further act by any party, subordinate to the lien, terms, conditions, operation and effect of all ground or underlying leases, mortgages, deeds of trust and other security or financing instruments encumbering or otherwise affecting the Leased Premises that are now, or may hereafter be, placed upon the Leased Premises (each, a "Mortgage ") and to any and all advances to be made there under, and to the interest thereon, and all renewals, replacements and extensions thereof, and the rights of the mortgagee, beneficiary, landlord or other secured party there under. Tenant also agrees that any mortgagee, beneficiary, landlord or other secured party under, or other holder of, a Mortgage (collectively, "Mortgagee ") may elect to have this Lease constitute a prior lien to its Mortgage, and in the event of such election and upon notification by such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to such Mortgage, whether this Lease is dated prior to or subsequent to the date of said Mortgage. Tenant agrees that upon the request of Landlord, or any Mortgagee, Tenant shall execute whatever instruments may be required to carry out the intent of this Section. Upon receipt of Tenant's written request, Landlord shall request that its Mortgagee deliver its form subordination, non - disturbance and attornment agreement to Tenant and Tenant covenants and agrees to execute and deliver, after ten (10) days from written notice. In the event Tenant shall fail to execute and deliver such instruments within such ten (10) day period, Tenant shall then be deemed in default of this Lease. In the event of the sale or assignment of Landlord's interest in the Shopping Center, or if any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under, any mortgage, deed of trust or security agreement made by Landlord covering the Leased Premises, or in the event of the termination of any prior ground lease, Tenant hereby attorns to such successor to Landlord's interest in this Lease, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to such successor in interest and recognizes such successor as the Landlord under this Lease. Notwithstanding anything contained within this Lease to the contrary, Landlord agrees that its security interest in Tenant's goods, inventory, equipment, trade fixtures, and personal property shall be junior to any interest acquired by Tenant's lender. ARTICLE 27. ESTOPPEL CERTIFICATE At any time, and from time to time, upon the written request of Landlord or any mortgagee, Tenant, within ten (10) days of the date of such written request, agrees to execute and deliver to Landlord and /or such mortgagee, without charge and in a form satisfactory to Landlord and /or such mortgagee, a written statement, to the extent true: (a) ratifying this Lease; (b) confirming the commencement and expiration dates of the Term of this Lease; (c) certifying that Tenant is in occupancy of the Demised Premises, and that this Lease is in full force and effect and has not been modified, assigned, supplemented or amended, except by such writings as shall be stated; (d) certifying that Landlord is not in default under this Lease and there are no defenses or offsets against the enforcement of this Lease by Landlord, or stating the defaults and /or defenses claimed by Tenant; (f) reciting the amount of advance rental, if any, paid by Tenant and the date to which rental has been paid; (g) reciting the amount of security deposited with Landlord, if any; and (h) any other information that Landlord or the mortgagee shall require. In the event Tenant shall fail to execute and deliver such instrument or instruments within ten (10) days after written notice to do so, Tenant shall be deemed in default of this Lease. ARTICLE 28. BANKRUPTCY This is a Lease of real property in a Shopping Center within the meaning of Subsection 365(b)(3) of the Bankruptcy Code, 11 U.S.C., Section 101 et.seq. ( "Bankruptcy Code "). Tenant covenants and agrees that if, at any time, Tenant is adjudged bankrupt or insolvent under the laws of the United States or any state thereof, or makes a general assignment for the benefit of creditors, or if a receiver of Tenant's property in the Premises is appointed and shall not be discharged within thirty (30) days of such appointment, then Landlord may, at its option, declare this Lease terminated and shall forthwith be entitled to immediate possession of the Premises except that if any such proceedings are pursuant to the Bankruptcy Code, then Landlord shall be entitled to all the rights and remedies accorded Landlords, including without limitation those set forth in the Bankruptcy Code. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, any and all monies or other consideration payable or otherwise to be delivered in connection with such assignment, shall be paid or delivered to Landlord, and shall be and remain the exclusive property of Landlord, and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other consideration constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and be promptly paid or delivered to Landlord. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall, upon demand, execute and deliver to Landlord an instrument confirming such assignment. ARTICLE 29. DEFAULT All rights and remedies of Landlord herein enumerated shall be cumulative, and none shall exclude any other rights or remedies allowed by law or in equity. The occurrence of any of the following shall constitute a default and breach of this lease by Tenant: A. If Tenant shall fail, neglect or refuse to pay any installment of Minimum Rent or Additional Rent at the time and in the amount as herein provided, or to pay any other monies agreed by it to be paid promptly when and as the same shall become due and payable under the terms hereof, and if any such default should continue for a period of five (5) days after written notice to Tenant; or if B. Tenant shall abandon or vacate the Demised Premises or fail to open or keep the Demised Premises continuously and uninterruptedly open for business each business day, as provided in this Lease, or shall fail, neglect or refuse to keep and perform any of the other covenants, conditions, stipulations or agreements herein contained, and in the event any such default shall continue for a period of more than thirty (30) days after written notice thereof is given in writing to Tenant by Landlord (provided, however, that if the cause for giving such notice involves the making of repairs or another matter reasonably requiring a longer period of time than the period of such notice, Tenant shall be deemed to have complied with such notice so long as it has commenced to comply with said notice within the period set forth in the notice and is diligently prosecuting the cure of such default to completion); or if C. Tenant shall, on more than Three (3) occasions during any consecutive Twelve (12) month period, be late in the payment of Minimum Rent, Additional Rent or other sums or charges due Landlord under this Lease or shall repeatedly default in the keeping, observing, or performing of any other covenants or agreements herein contained to be kept, observed or performed by Tenant (provided notice of non - payment or of other defaults shall have been given to Tenant, but irrespective of whether or not Tenant shall have timely cured any such payment or other defaults of which notice was given); or if . In the event of any such default or breach of this Lease by Tenant, Landlord shall have the right and option to declare the entire amount of Minimum Rent and Additional Rent due for the balance of the Term hereof immediately due and payable by Tenant, and shall have any or all of the remedies hereinafter set forth, and further, in the event of such default or breach of this Lease by Tenant, Tenant does hereby: (1) authorize and fully empower Landlord or Landlord's agent to cancel or annul this Lease at once and reenter and remove all persons and their property, and such property may be stored in a public warehouse or elsewhere at the cost of Tenant, all without service of notice or resort to legal process and without being deemed guilty of any manner of trespass and without prejudice to any remedies which might otherwise be used by Landlord; (2) EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE UNITED STATES OR ELSEWHERE TO APPEAR FOR TENANT AND WITH OR WITHOUT DECLARATION FILED CONFESS JUDGMENT AGAINST TENANT, AND IN FAVOR OF LANDLORD, ITS HEIRS, DEVISEES, EXECUTORS, ADMINISTRATORS, SUCCESSORS OR ASSIGNS, AS OF ANY TERM FOR THE SUM DUE BY REASON OF SAID DEFAULT IN THE PAYMENT OF RENT, INCLUDING UNPAID RENT FOR THE BALANCE OF THE TERM AS IF THE SAME SHALL HAVE BECOME DUE AND PAYABLE UNDER THE PROVISIONS HEREIN, AND /OR FOR THE SUM DUE BY REASONS OF ANY BREACH OF COVENANT OR AGREEMENT BY TENANT HEREIN, WITH COSTS OF SUIT AND ATTORNEY'S COMMISSION OF FIFTEEN (15 %) PERCENT FOR COLLECTION, AND FORTHWITH ISSUE WRIT OR WRITS OF EXECUTION THEREON, WITH RELEASE OF ALL ERRORS, AND WITHOUT STAY OF EXECUTION, AND INQUISITION AND EXTENSION UPON ANY LEVY ON REAL ESTATE IS HEREBY EXPRESSLY WAIVED, AND CONDEMNATION AGREED TO, AND EXEMPTION OF ANY AND ALL PROPERTY FROM LEVY AND SALE BY VIRTUE OF ANY EXEMPTION LAW NOW IN FORCE OR WHICH MAY BE HEREAFTER PASSED IS ALSO EXPRESSLY WAIVED BY TENANT; AND (3) FURTHER, AT THE OPTION OF LANDLORD, TENANT AUTHORIZES AND EMPOWERS ANY SUCH ATTORNEY, EITHER IN ADDITION TO OR WITHOUT SUCH JUDGMENT IN THE AMOUNT DUE ACCORDING TO THE TERMS OF THIS LEASE, TO APPEAR FOR THE TENANT AND CONFESS JUDGMENT FORTHWITH AGAINST TENANT, AND IN FAVOR OF LANDLORD, IN AN AMICABLE ACTION OF EJECTMENT FOR THE DEMISED PREMISES ABOVE DESCRIBED, WITH ALL OF THE SAME CONDITIONS, FEES, RELEASES, WAIVERS OF STAY OF EXECUTION AND WAIVER OF EXEMPTION AS ACCOMPANY CONFESSIONS OF JUDGMENT FOR MONETARY SUMS DUE; AND AUTHORIZES THE ENTRY OF SUCH ACTION, CONFESSION OF JUDGMENT THEREIN, AND THE IMMEDIATE ISSUING OF A WRIT OF HABERE FACIAS POSSESSIONEM, WITH CLAUSE OF FIERI FACIAS FOR THE AMOUNT OF SUCH JUDGMENT AND COSTS, WITHOUT LEAVE OF COURT, AND LANDLORD MAY WITHOUT NOTICE RE -ENTER AND EXPEL TENANT FROM THE PREMISES, AND ALSO ANY PERSON HOLDING UNDER HIM OR THEM, AND IN EACH SUCH CASE, THIS LEASE OR A TRUE COPY THEREOF SHALL BE A SUFFICIENT WARRANT OF ANY PERSON. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE VALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS LANDLORD SHALL ELECT. (4) Landlord may, however, at its option, at any time after such default or violation of condition or covenant, reenter and take possession of the Premises and remove said property without such reentry working a forfeiture of the Rent to be paid and the covenants, agreements and conditions to be kept and performed by Tenant for the full Term of this Lease. In such event, Landlord shall have the right, but not the obligation, to divide or subdivide the Demised Premises in any manner Landlord may determine and to lease or let the same or portions thereof for such periods of time and at such rentals and for such use and upon such covenants and conditions as Landlord may elect, applying the net rentals from such letting first to the payment of Landlord's reasonable expenses incurred in dispossessing Tenant and the cost and expense of making such improvements, alterations and repairs in the Demised Premises as may be necessary in order to enable Landlord to restore the same to a "vanilla shell ", and to the payment of any brokerage commissions or other reasonable and customary expenses of Landlord in connection with such reletting. The balance, if any, shall be applied by Landlord from time to time on account of the payments due or payable by Tenant hereunder with the right reserved to Landlord to bring such action or proceedings for the recovery of any deficits remaining unpaid as Landlord may deem favorable from time to time without obligation to await the end of the term hereof for the final determination of Tenant's account. (5) If Tenant shall be in default hereunder, Landlord shall have the option, but not the obligation, upon Three (3) days' written notice to Tenant (except in the event of an emergency, in which event no notice shall be required), to cure the act or failure constituting said default for the account of and at the expense of Tenant (but without waiving or curing Tenant's default). If Landlord has already terminated the Lease, Landlord's cure or attempt to cure any act or failure constituting the default by Tenant which occasioned termination of the Lease shall not result in a waiver or withdrawal of such termination. Tenant agrees to pay to Landlord interest on all sums so paid by Landlord pursuant to the terms of this section, plus a charge of Fifteen (15 %) percent of such costs, upon demand, as Additional Rent. Tenant's obligations pursuant to this paragraph shall survive the expiration of sooner termination of this Lease. (6) Any damage or loss of rent sustained by Landlord may be recovered by Landlord, at Landlord's option, at any time and from time to time, including at the time of the re- letting or termination, or in a single action or in separate actions, from time to time, as said loss of rents or damages shall accrue (Tenant hereby agreeing that any suit brought by Landlord at any one time to collect such rents or damages shall not prejudice Landlord's right to collect any other rents or damages in subsequent separate actions from time to time), or in a single proceeding deferred until the expiration of the term of this Lease (in which event Tenant hereby agrees that the cause of action shall not be deemed to have accrued until the date of expiration of said term). Nothing contained herein shall prevent the enforcement of any claim Landlord may have against Tenant for anticipatory breach of the unexpired term of this Lease. In the event of an anticipatory breach by Tenant of any of the covenants or provisions hereof or in the event of Tenant's default, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re -entry, summary proceedings and other remedies were not provided for herein. In addition to all other rights and remedies whatever of Landlord under this Lease, upon and following a default, Tenant shall pay to Landlord, at any time and from time to time upon demand, any and all costs and expenses whatsoever (including litigation expenses, court costs and reasonable attorneys' fees) incurred by Landlord in connection with the enforcement of this Lease and of Landlord's rights and remedies with respect thereto (and regardless of whether any lawsuit, action or other proceeding is commenced). The provision for in this Lease of any particular remedy shall not preclude Landlord from any other remedy, at law, in equity, by statute (or regulation) or otherwise. (7) Any payment required to be made by Tenant under the provisions of this Lease not made by Tenant when and as due shall thereupon be deemed to be due and payable by Tenant to Landlord on demand with interest thereon from the date when the particular amount became due to the date of payment thereof to Landlord. The aforesaid interest shall be at the higher rate of eighteen (18 %) percent per annum or three (3 %) percent above the prime interest rate as published by the Wall Street Journal on the date of Landlord's default notice. Notwithstanding anything to the contrary provided by this Lease, Landlord agrees that in the event of Tenant's default or breach for any reason, and before terminating the Lease, Landlord shall immediately send written notice of Tenant's default to Kid to Kid Franchise System, Inc., ( "Franchisor "), 170 South 1000 East, Salt Lake City, Utah 84102, or to any other such address Franchisor shall communicate to Landlord. Landlord shall provide Franchisor the opportunity to cure such default, and should Franchisor determine to do so, it shall, within seven (7) days, notify Landlord of such intention and shall cure any monetary defaults and commence the process to cure any non - momentary defaults. ARTICLE 30. HOLDING OVER If Tenant remains in possession of all or any part of the Demised Premises after the expiration of the Term of this Lease or any renewal thereof, Tenant shall be deemed to be occupying the Demised Premises as a tenant from month to month and agrees to pay, as liquidated damages and not as a penalty, a monthly rental equal to One hundred and twenty five percent the sum of (i) the monthly installment of Minimum Rent payable during the last month of the Term or any extension or renewal that was in effect, and (ii) one - twelfth (1 /12th) of the average Percentage Rent payable or paid hereunder for the last three (3) lease years and (iii) one - twelfth (1 /12th) of all items of Additional Rent or other charges payable or paid during the last Lease Year. ARTICLE 31. ACCESS TO DEMISED PREMISES Tenant further agrees to permit Landlord or Landlord's agent to inspect or examine the Demised Premises at any reasonable time after reasonable notice, except in the event of an emergency, and to permit Landlord to make such repairs or improvements to the building of which the Demised Premises are a part that Landlord may deem desirable or necessary for its preservation and which Tenant has not covenanted herein to do or has failed to do. In the event of an emergency, Landlord shall have the right to enter the Demised Premises without Tenant's permission. Tenant further agrees that on and after ninety (90) days next preceding the expiration of the Term of this Lease, Landlord or its agents shall have the right after reasonable notice to show the Demised Premises to potential tenants, and to place notices offering the Premises "To Let" or "For Sale" on the front of the Demised Premises or any part thereof. ARTICLE 32. QUIET ENJOYMENT Landlord covenants and agrees that if Tenant shall perform all of the covenants and agreements herein stipulated to be performed on Tenant's part, Tenant shall, at all times during the Term, have the peaceable and quiet enjoyment and possession of the Demised Premises without any manner of hindrance from Landlord or any persons lawfully claiming through Landlord. ARTICLE 33. WAIVER; FORCE MAJEURE No waiver of any covenant or condition or of the breach of any covenant or condition of this Lease shall be taken to constitute a waiver of any subsequent breach of such covenant or condition, nor to justify or authorize the non observance on any other occasion of the same or any other covenant or condition hereof; nor shall the acceptance of Rent or other payment by Landlord at any time when Tenant is in default under any covenant or condition hereof be construed as a waiver of such default or of Landlord's right to terminate this Lease on account of such default; nor shall any waiver or indulgence granted by Landlord to Tenant be taken as an estoppel against Landlord -- it being expressly understood that if at any time Tenant shall be in default in any of its covenants or conditions hereunder, an acceptance by Landlord of Rent or other payment during the continuance of such default or the failure on the part of Landlord promptly to avail itself of such other rights or remedies as Landlord may have, shall not be construed as a waiver of such default, but Landlord may at any time thereafter, if such default continues, terminate this Lease on account of such default in the manner provided for in this Lease. Neither Landlord nor Tenant shall be chargeable with, liable for, or responsible to the other party for anything or in any amount for any failure to perform or delay caused by fire; earthquake; explosion; flood; hurricane; the elements; acts of God or public enemy; actions, restrictions, limitations, or interference of governmental authorities or agents; war; invasion; insurrection; rebellion; riots; strikes or lockouts or any other cause whether similar or dissimilar to the foregoing which is beyond the control of Landlord or Tenant ( "Force Majeure Event "), and any such failure or delay due to said causes, or any of them, shall not be deemed a breach of or default in the performance of this Lease. Notwithstanding the foregoing, the occurrence of any such Force Majeure Event shall not relieve Tenant from its obligations to pay Rent as provided herein. ARTICLE 34. ACCORD AND SATISFACTION No payment by Tenant or receipt by Landlord of a lesser amount than the Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment prejudice Landlord's right to recover the balance of such Rent or pursue any other remedy in the Lease provided. If this Lease requires Tenant to submit payments monthly for items other than the Minimum Rent (examples -- maintenance contributions and real estate tax payments) and if Tenant submits a payment of less than the total combined amount of all of said payments, then Landlord shall have the option to credit said payments towards any of said items it so desires, notwithstanding any specification of Tenant. ARTICLE 35. NOTICES AND PAYMENTS Any bill, statement, notice, communication or payment which Landlord or Tenant may desire or be required to give to the other party shall be in writing and shall be sent to the other party by national overnight delivery service or by registered or certified mail return receipt requested to the address specified in the opening paragraph of this Lease or to such other address as either party shall have designated to the other by like notice, and the time of the rendition of such shall be when same is delivered or if sent by registered or certified mail, the earlier of receipt or five (5) days after the same is deposited in an official United States Post Office, postage prepaid. All payments required under this Lease are to be paid in legal tender and lawful money of the United States or the equivalent, at Landlord's above specified address. ARTICLE 36. RELATIONSHIP OF PARTIES Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between Landlord and Tenant, it being expressly understood and agreed that neither the computation of rent nor any other provisions contained in this Lease nor any act or acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. ARTICLE 37. EXONERATION OF INDIVIDUALS Landlord or any successor in interest that may be an individual, joint venture, tenancy in common, firm or partnership, general or limited, shall not be subject to personal liability on such individual or on the members of such joint venture, tenancy in common, firm or partnership in respect to any of the covenants or conditions of this Lease. Tenant shall look solely to the equity of Landlord in the Shopping Center and the rents, issues and profits derived therefrom for the satisfaction of the remedies of Tenant in the event of a breach by Landlord. It is mutually agreed that this clause is and shall be considered an integral part of the aforesaid Lease. ARTICLE 38. TENANT DEFINED The word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as Tenant herein, be the same one or more; and, if there shall be more than one Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. The use of the neuter singular pronoun to refer to Tenant shall be deemed a proper reference even though Tenant may be an individual, a partnership, a corporation, or a group of two or more of any of the same. The necessary grammatical changes required to make the provisions of this Lease apply in the plural sense where there is more than one Tenant and to either corporations, partnership, or individuals, males or females, shall in all instances be assumed as though in each case fully expressed. In the event that Tenant consists of more than one party, then each of such parties acknowledges and agrees that all obligations of Tenant hereunder shall be joint and several. Landlord shall not be required to pursue any remedies it may have against any one individual or entity comprising Tenant, or against any security or other collateral of such individual or entity, as a condition to enforcement of this Lease against any other individual or entity comprising the Tenant. ARTICLE 39. CAPTIONS AND SECTION NUMBERS The captions, section numbers and article numbers appearing in this Lease are inserted only as a matter of convenience and in no way define, limit or describe the scope of intent of such sections of this Lease nor in any way affect this Lease. ARTICLE 40. RIGHT OF REDEMPTION, COUNTERCLAIM AND JURY TRIAL Tenant, for itself and for all persons claiming through or under it, hereby expressly waives any 9 may and all rights which are or be conferred upon Tenant by any present or future Y law to redeem the premises, or to any new trial in any action of ejectment under any provision of law, after reentry thereupon, or upon any part thereof, by Landlord, or after any warrant to dispossess or judgment in ejectment. If Landlord shall acquire possession of the Premises by summary proceedings, or in any other lawful manner without judicial proceedings, it shall be deemed a lawful reentry within the meaning of that word as used in this Lease. In the event that Landlord commences any summary proceedings or action for nonpayment of rent or other charges provided for in this Lease, Tenant shall not interpose any non - compulsory counterclaim of any nature or description in any such proceeding or action. Tenant and Landlord both waive a trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors, under or connected with this Lease, or any of its provisions. Tenant and Landlord agree (a) that any action or proceeding brought by either party under this Lease will be subject to the laws of the Commonwealth of Pennsylvania (without regard to the conflict of laws, rules and principles thereof); and (b) to be subject to the jurisdiction of the state courts of (or sifting in) Cumberland County, Pennsylvania (and all courts taking appeals therefrom) or (in a case involving diversity of citizenship) the United States District Court for the Middle District of Pennsylvania (and all courts taking appeals therefrom). ARTICLE 41. BROKER Landlord and Tenant each represent to the other that neither has dealt with a real estate broker or agent or other intermediary in connection with the negotiation or communication of this Lease, other than LMS Commercial Real Estate, whose commissions shall be Landlord's sole responsibility. Landlord and Tenant covenant and agree to indemnify, defend and hold harmless the other against any loss, liability, cost, claim, demand, damage, action, cause of action, or suit arising out of or in any manner relating to the alleged employment, engagement, or use by either party of any real estate broker or agent in connection with the lease contemplated by this Agreement. The provisions of this Section shall survive the expiration earlier or earlier termination of this Lease. ARTICLE 42. INTERPRETATION OF LEASE PROVISIONS This Lease shall be governed by and construed in accordance with the applicable laws of the Commonwealth of Pennsylvania. If any term, covenant or condition of this Lease is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning that shall render it valid. If any term of provision of this Lease, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this lease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law. This Lease shall be construed without regard to the identity of the person who drafted the various provisions hereof. Moreover, each and every provision of this Lease shall be construed as though all parties hereto participated equally in the drafting thereof. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable. ARTICLE 43. OPTION The submission of this Lease to Tenant does not constitute a reservation of or option for the Demised Premises, nor does it constitute an offer by Landlord to Tenant. This Lease shall become effective as a lease only upon execution and delivery thereof by Landlord and Tenant. ARTICLE 44. NON - RECORDATION Neither Tenant nor Landlord shall record this Lease, or a Memorandum of this Lease, without the prior written consent of the other party to this Lease first had. ARTICLE 45. PROVISIONS BINDING Except as herein otherwise expressly provided, the terms and provisions hereof shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors and permitted assigns, respectively, of Landlord and Tenant. Each term and each provision of this lease to be performed by Tenant shall be construed to be both a covenant and a condition. Any covenants contained in this Lease that contemplate performance after the Term of this lease shall survive the Term. The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment by Tenant, but has reference only to those instances in which Landlord may have given written consent to a particular assignment. ARTICLE 46. ENTIRE AGREEMENT This Lease and the Exhibits, and Rider(s), if any, attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them. ARTICLE 47. CONSENTS BY LANDLORD Whenever under this Lease provision is made for one party securing the consent of or approval by the other, such consent or approval shall be in writing and shall not be unreasonably withheld or delayed, save that Landlord's right to withhold consent or approval to the assignment of this Lease or subletting of the Premises shall remain unqualified. ARTICLE 48. CORPORATE TENANT If Tenant is a corporation, the persons executing this Lease on behalf of Tenant hereby covenant, represent and warrant that Tenant is a duly incorporated or duly qualified (if foreign) corporation and is authorized to do business in the Commonwealth of Pennsylvania (a copy of evidence thereof to be supplied to Landlord upon request); and that the person or persons executing this Lease on behalf of Tenant is an officer or are officers of such Tenant, and that he or they as such officers are duly authorized to execute, acknowledge and deliver this Lease to Landlord (a copy of a resolution to that effect to be supplied to Landlord upon request). ARTICLE 49. AMERICANS WITH DISABILITIES ACT Tenant acknowledges that the Americans with Disabilities Act (hereinafter referred to as ( "ADA "), as amended, which went into effect January 26, 1992, prohibits discrimination on the basis of disability in places of "public accommodation" by any person who owns, leases, leases to, or operates such places. It specifically requires owners and lessees of public accommodation to remove any and all architectural communication barriers that would in any way preclude disabled individuals from enjoying the services that are offered. Tenant therefore agrees to make any and all changes to the Demised Premises as may be required to satisfy the provisions of the ADA. Tenant will notify Landlord of its desire to make such changes, and will simultaneously submit plans prepared in accordance with Exhibit "E" reasonably detailing the modifications desired. Upon Landlord's approval to do so, Tenant shall, at its sole cost and expense, complete the necessary work. Landlord may withhold its approval of said modifications if Tenant fails to propose modifications to comply with the ADA in a manner that would cause the smallest degree of interference with (i) the structural portions of the Shopping Center, (ii) the portions of the Shopping Center outside the Demised Premises or (iii) the operation of Shopping Center. Should that occur, Tenant shall resubmit plans (as many times as is necessary) to accomplish the modifications while minimizing said interference. If Landlord's approval is not given after plans have been submitted that reduce said interference to a minimum, Landlord shall be responsible for making the necessary changes at Landlord's cost. ARTICLE 50. HAZARDOUS MATERIALS As used herein, the term "HAZARDOUS MATERIAL" means those substances defined as hazardous or toxic in 42 U.S.C. 9601 et seq. or any related or applicable federal, state or local statute, law, regulation or ordinance; pollutants or contaminants (as defined in 42 U.S.C. 9601 (33); petroleum (including crude oil or any byproduct thereof); any form of natural or synthetic gas; radioactive substances; hazardous waste (as defined in 42 U.S.C. 6901 et seq.; and solid waste (as defined in 42 U.S.C. 6903 (27) and other wastes. Tenant shall not cause or permit any Hazardous Material to be brought upon, kept, used, treated, stored or released in or about the Demised Premises, or Shopping Center by Tenant, its agents, employees, contractors or invitees, without the prior written consent of Landlord in its sole and absolute discretion. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all loss, claim, demand, damage, action, cause of action, judgment or decree or any other expense or obligation (including costs and reasonable attorneys' fees) incurred by Landlord resulting from or arising out of Tenant's breach of its obligations pursuant to the provisions of the preceding sentence, or arising from or related to the use, treatment, storage, presence or release of any Hazardous Material in, on or about the Demised Premises, or the Shopping Center by Tenant or its agents, employees, contractors or invitees. If Tenant shall, during either its initial construction, the making of any alterations, the normal course of business, or otherwise, install, cause to be installed, create, cause to be created or otherwise generate any infectious waste, including but not limited to chemical products or byproducts, hypodermic needles, and /or garments or other materials exposed to human secretions, blood or the like ( "Infectious Waste "), Tenant shall be solely responsible for storing and removing same from the Demised Premises, at Tenant's cost, in compliance with all rules and regulations of the Shopping Center and any governmental authority with jurisdiction, and without potential or actual damage to any of the Shopping Center's facilities. Tenant agrees to hold Landlord harmless from any and all direct or indirect costs associated with Tenant's failure to act in accordance with the terms of this Article. ARTICLE 51. EXPENSES OF ENFORCEMENT If litigation or any dispute or controversy arises from, in, under or concerning this Lease and any amendment hereof or the enforcement of any term, provision or condition hereunder, including without limiting the generality of the foregoing, any claimed breach hereof, Landlord shall be entitled to recover from Tenant all reasonable attorneys' fees and costs incurred by Landlord in connection with any such litigation, dispute or controversy. ARTICLE 52. RELOCATION Landlord shall have the right to relocate the Demised Premises subject to the following: (a) the floor area of the new premises shall be no less than 2,400 square feet; (b) Landlord will, at Landlord's sole cost and expense, fully construct, improve and decorate the new premises, except for Tenant's trade fixtures and inventory, in a manner substantially similar to the Dernised Premises, subject only to such modifications as may be reasonably necessary and approved by Tenant in order to accommodate the configuration of the new premises; (c) Landlord will pay all reasonable costs incurred in connection with moving Tenant and Tenant's trade fixtures, inventory and other personal property to the new premises (d) Landlord shall only have the right to relocate Tenant one time during the initial Lease Term and one time during the Renewal Term, (e) the new Premises shall have similar visibility and access as the original Demised Premises. ARTICLE 53. GUARANTY Tenant shall cause William Lloyd to provide a Guaranty securing performance of Tenant's obligations under the Lease ("Guaranty"). A copy of the Guaranty has been attached hereto and marked as Exhibit "G ". Landlord's obligations Linder this Lease shall be contingent upon Tenant's providing such Guaranty, and the failure of Tenant to cause such Guaranty to be provided to Landlord shall be deemed a default under this Lease. ARTICLE 54. CONDIFEN ► IALITY Tenant covenants and agrees to keep the provisions of this Lease confidential, and not to disclose said terms and provisions to any person or entity whatsoever (except as may be required by law, or by any governmental entity or as requested by Landlord). Tenant acknowledges that Landlord may have made special concessions to Tenant to induce Tenant to execute this Lease, which, if known, could dannage Landlord's future business and /or bargaining power. Tenant therefore agrees that any breach of the covenant contained in this paragraph by Tenant shall be a default of this Lease. Tenant acknowledges that a breach or confidentiality will result in irreparable injury for which there is no adequate remedy at law, and such breach will entitle Landlord to seek from any court of competent jurisdiction preliminary and permanent injunctive relief to enforce the terms of this Agreement, in addition to any and all monetary damages allowed by law (and legal fees incurred by enforcing this provision), and due to impossibility of determining monetary damage that will occasion a breach of confidentiality, Tenant shall pay Landlord a sum equaling three (3) months of Tenant's Minimum Rent, or five thousand dollars ($5,000), whichever is greater. IN WITNESS WHEREOF, and intending to be legally bound hereby, Landlord and Tenant have caused this Lease- to be signed and sealed as of the clay and year first above written. Witness /Attest: ( JGMNi''P_ENN PRO ER T Y, L.P. \B / 1 Mos~� Mizrahi, �-tner T EN A T: N/VitnesslAttest: SUZANNE LLOYD EXHIBIT A NOT TO SCALE F 1 1 WAVMAR_ T R Proposed a m 000 all Al A2 B C2 D E F G K sall bea y ' V- � '�holtday'�liazr� ,L M, Ss CV Q= Gpm mercials@•eal;Estate www.LMS- PMA.com 120 North Pointe Blvd. • Suite 301 Lancaster, PA 17601 • phone 717- 569 -9373 • fax 717- 560 -9909 Exhibit `B" RESTRICTIONS AND /OR EXCLUSIVES BENEFITING OTHER TENANTS OF THE SHOPPING CENTER SHIPPEN TOWNE CENTRE • Cato • Electronics Boutique • H & R Block • Regis (Super Cuts) • Sally Beauty Supply • Shoe Show • Subway • Wal -Mart CATO Lessor covenants and agrees that during the term of this Lease and any extensions or renewals thereof, should Lessor directly or indirectly enter into any leases in the Shopping Center, or any enlargement thereof, including any out - parcels, with any national or regional women's apparel chain store, then in such event, Tenant's rent will be reduced as set forth in Lease, or Tenant may cancel Lease. ELECTRONICS BOUTIQUE For so long as Tenant is open and operating as an EB Games store and is not in default of the Lease beyond any applicable cure periods, then Landlord shall not use or lease any other space in the Shopping Center for the operation of a retail store in the business of selling, reselling or trading or renting video games, hand -held entertainment software; personal computer games, and hardware and accessories related to the aforementioned products. The aforementioned article shall not be applicable to a Radio Shack or successor thereto or to a cellular phone hardware, accessory and service provider, including AT &T, Verizon or Cellular One; or to existing tenants of the. Shopping Center at the time of this Lease execution. H & R BLOCK Landlord covenants and agrees that during the term of the Lease, it shall not lease or permit any other premises in the Shopping Center to be occupied for the operation of an enterprise whose primary business is the sale of bookkeeping, notary and tax services. If Tenant fails to use the Premises for the sale of bookkeeping, notary and tax services for more than 30 days, the preceding sentence shall be null and void. This Article shall not apply to: (1) any current occupant or tenant of the Shopping Center who is operating under their current use clause as of the date of this Lease; or (2) to any occupant or tenant of the Shopping Center whose lease provides that the occupant or tenant may use its leased area for any lawful purpose. REGIC (SUPER CUTS) As long as Supercuts or a permitted assignee /sublease is the Tenant in the Dernised Premises and is not in default of the Lease beyond any applicable cure period, Supercuts or the permitted assignee /sublease will be the only tenant allowed to cut hair, style hair, color hair and to sell hair related products in the Shopping Center. Tenant shall be the only value oriented unisex hair salon in the Shopping Center. SALLY BEAUTY SUPPLY Landlord hereby agrees that it shall not lease, rent, occupy, allow to operate or permit any other premises in the Shopping Center to be occupied, whether by a tenant, sublessee, assignee, licensee or other occupant, for the operation of an enterprise whose primary business is the sale of beauty products. "Principal business" shall be defined as selling such merchandise in 25% or more of the sales floor area. Notwithstanding the foregoing, this Article shall not apply to (1) any current occupant or tenant of the Shopping Center who is operating under their current use clause 1 as of the date of this lease; or (2) to any occupant or tenant of the Shopping Center whose lease provides that the occupant or tenant may use its leased area for any lawful purpose. SHOE SHOW During the term hereof (other than the last 180 days of the then current term, as extended), Landlord shall not, subject to the following provisions of this Section 4.06, enter into any lease with any other tenant of any other space in the Shopping Center (other than the Leased Premises) permitting such tenant to operate a business using more than 300 square feet of retail floor area or ground floor display space (and in the case of a tenant that displays shoes in a manner where shoe samples are displayed to the public in the retail sales area and the inventory is stored in a stockroom not accessible to the public, display area shall include surface area of the wall or other area (whether horizontal or vertical) dedicated to the display of such shoes) for the retail sale of shoes (the "Prohibited Use "). For purposes of illustration, and not of limitation, the use of any other spaces in the Shopping Center (a) for the sale of shoes as part of the operation of the Fashion Tenant (as defined in Section 1.02(a)(iii) above (or as part of the operation of any assignee of the Fashion Tenant lease or subtenant of the space subject to such lease), or (b) for the sale of shoes as part of the operation of a specialty store that is not an athletic shoe store ( e.g. L.L. Bean or Eddie Bauer), or (c) for the sale of shoes as part of the operation of a store that sells only women's shoes or only children's shoes, or (d) for the sale of shoes as part of a store containing at least 25,000 square feet of space and whose primary business is not the sale of shoes (e.g., Wal- Mart), shall not constitute Prohibited Uses or a breach of this Section 4.06 and shall be permitted. Upon a default (giving effect to all, if any, applicable notices and right to cure periods) by Tenant under this Lease, or if Tenant should fail to use any of the Leased Premises as a shoe store for a period of thirty (30) days (other than as a result of casualty or other event beyond Tenant's control), the provisions of the immediately preceding sentences of this Section 4.06 shall be null and void, and of no further force and effect whatsoever, from and after such event. SUBWAY During the tern hereof (other than the last 180 days of the then current term, as extended), Landlord shall not, subject to the following provisions of this Section R20, enter into any lease with any other tenant of any other space in the Shopping Center (other than the Leased Premises) permitting such tenant to operate a business the primary use of which is the sale of made -to- order submarine sandwiches (the "Prohibited Use "). Upon a default by Tenant under this Lease, or if Tenant should fail to use any of the Leased Premises for the sale of sandwiches or salads for a period of thirty (30) days, the provisions of the immediately preceding sentences of this Section R20 shall be null and void, and of no further force and effect whatsoever. The provisions of this Section R20 shall not apply to any leases existing in the Shopping Center executed as of the Effective Date, and the uses pursuant thereto, and all tenants and replacement tenants and other users or occupants of all or any portion of the premises pursuant to such leases shall not be subject to, bound by or governed by the provisions of this Section R20 and may conduct business that otherwise would or could constitute a violation of this Section R20. WAL -MART Use — Buildings in the Shopping Center shall be used for commercial purposes of the type normally found in a retail shopping center including, without limitation, financial institutions, service shops, offices and retail stores. Except as shown on Exhibit A, theatre, bowling alley, billiard parlor, night club or other place of recreation or amusement, or any business serving alcoholic beverages, except as incidental to a restaurant use, shall occupy space within the Shopping Center without the prior written consent of Wal -Mart, and no restaurant with a seating capacity of 51 persons or more shall be located within Three Hundred (300) feet of the Wal -Mart building and no restaurant with a seating capacity of 50 persons or less may be located within One Hundred Fifty (150) feet of the Wal -Mart building. 2 WAL -MART (continued) Competing Business — Developer covenants that as long as Wal -Mart, or any affiliate of Wal- Mart, occupies and conducts business in the Demised Premises, no space in or portion of the Shopping Center, and no space in or portion of any other real property adjacent to the Shopping Center which may subsequently be acquired by Developer, shall be leased or occupied by or conveyed to any other party, for use as (i) a grocery store or supermarket, as hereinafter defined below, (ii) a wholesale club operation similar to that of a Sam's Club owned and operated by Wal -Mart, (iii) a discount department store or other discount store, as hereinafter defined, or (iv) pharmacy. In the event of a breach of this covenant, Wal -Mart shall have the right, to terminate this Agreement and to seek any and all remedies afforded by either law or equity, including, without limitation, the rights to injunctive relief. "Grocery store" and "supermarket ", as those terms are used herein, shall mean a food store or a food department containing more than 10,000 square feet of gross leasable area, other than the Demised Premises, for the pin-pose of selling food for consumption off the premises, which shall include but not be limited to the sale of dry, refrigerated or frozen groceries, meat, seafood, poultry, produce, delicatessen or bakery products, refrigerated or frozen dairy products, or any grocery products normally sold in such stores or departments, "Discount department store" and /or "discount store ", as those terns are used herein, shall mean a discount department store or discount store containing more than 35,000 square feet of gross leasable area, other than the Demised Premises, for the purpose of selling a full line of hard goods and soft goods (e.g. clothing, cards, gifts, electronics, garden supplies, furniture, pharmacy, lawnmowers, toys, health and beauty aids, hardware items, bath accessories and auto accessories) at a discount in a retail operation similar to that of Lessee as of the commencement date of the Lease, as hereinafter defined.. Outparcels — Any building, stricture or improvement on the Outparcel(s) shall be used for retail or commercial purposes, only, however, no building, structure or improvement on the Outparcel(s) may be used as a theater, night club, bowling alley, health spa, billiard parlor or other place of recreation or amusement, or as a business serving or selling alcoholic beverages, except as incidental to a restaurant use, or as a discount store or a variety, general or "dollar" store. 3 Exhibit "C" Rules and Regulations A. The following rules and regulations shall apply to the Demised Premises: 1. All portions of the Demised Premises, including entrances and returns, doors, loading and delivery areas, windows and plate glass shall be maintained in a safe, neat and clean condition. 2. Neither sidewalks nor walkways shall be used to display or store any merchandise, equipment or devices. 3. All trash, refuse and waste materials shall be regularly removed from the Leased Premises of each occupant and until removal shall be stored (a) in adequate containers, which containers shall be located so as not to be visible to the general public, and (b) so as not to constitute any health or fire hazard or nuisance. 4. No advertising medium shall be utilized which can be heard or experienced outside of the Leased Premises, including without limiting the generality of the foregoing, flashing lights, search lights, loudspeakers, phonographs, radios or television. 5. No use shall be made of any store or any portion thereof which would (a) violate any law, ordinance or regulation, (b) constitute a nuisance, (c) constitute an extra hazardous use or (d) violate, suspend or void any policy or policies of insurance. 6. Unless Tenant is specifically permitted by the Lease to operate a restaurant, no cooking shall be done or permitted by the Tenant in the Leased Premises without the prior written consent of the Landlord. Under no circumstances shall Tenant cause or permit any unusual or objectionable noise or odor to be produced upon or emitted from the Leased Premises. 7. No flammable, combustible, highly toxic, corrosive or explosive fluid, chemical or substance to be used for resale purposes shall at any time be brought onto or kept upon or at the Leased Premises, nor shall any such material be brought upon or kept at the Leased Premises except to the extent expressly permitted by law and then only with the prior written consent of Landlord. B. The following rules and regulations shall govern the use of roadways, walkways, common areas, parking areas and other facilities provided, from time to time, for the use of patrons and employees: 1. No person shall use any roadway, walkway, common area or parking area except as a means of egress from or ingress to any store and the common area, or adjacent public streets. Such use shall be in an orderly manner, in accordance with the directional or other signs or guides. Roadways shall not be used at a speed in excess of the posted mile per hour limit and shall not be used for parking or stopping, except for the immediate loading or unloading of passengers. No walkway shall be used for other than pedestrian travel. 2. No person shall use the parking areas except for the parking of motor vehicles and incidental pedestrian ingress and egress. All motor vehicles parked in the automobile parking areas shall be parked in an orderly manner within the painted lines defining individual parking places. 3. No person shall use any utility area, truck court or other area reserved for use in connection with the conduct of business, except for the specific purpose for which permission to use such area is given. 4. No employee of any occupant shall use the automobile parking areas for motor vehicle parking except in the area specifically designated for employee parking for the particular period of time such use is to be made. No occupant shall designate any area for employee parking except such area or areas as are designated in writing by Landlord. 5. No person shall do any of the following within the common areas without the prior written consent of Landlord: a. vend, peddle or solicit orders for the sale or distribution of any merchandise, device, service, periodical, book, pamphlet or other matter whatsoever; b. exhibit any sign, placard, banner, notice or other written material; C. distribute any circular, booklet, handbill, placard or other material; d. solicit membership in any organization, group or association or solicit contribution for any purpose; e. parade, rally, patrol, picket, demonstrate or engage in any conduct that may tend to interfere with or impede the use of any of the common areas by any patron, create a disturbance, harass or annoy any other person or disparage or be detrimental to the interest of any occupant; f. use any of the common areas for any purpose when no occupant within the Shopping Center is open for business or employment; g. throw, discard or deposit any paper, glass or extraneous matter of any kind, except in designated receptacles, or create litter or hazards of any kind; h. use any sound making device of any kind or create or produce in any manner noise or sound that is annoying, unpleasant or distasteful; or i. deface, damage or demolish any sign, light standard or fixture, landscaping material or other improvement of property within the Shopping Center. The listing of specified prohibited items is not intended to be exclusive, but to indicate in general the manner in which the right to use the common areas in the Shopping Center is limited and controlled by the Landlord. C. The following shall govern all of the foregoing rules and regulations: 1. Landlord reserves the right to amend or rescind any of these rules or make, amend and rescind new rules to the extent Landlord, in its sole judgment, deems suitable for the safety, care, order and cleanliness of the Shopping Center, common areas and other facilities, and the conduct of high standards of merchandising and services therein. Tenant agrees to conform to such new or amended rules upon receiving written notice of the same. 2. Landlord reserves the right to waive any rule in a particular instance or as to any particular person or occurrence, but no such waiver by Landlord will be construed as a waiver of such rules and regulations in favor of any other tenant or tenants, nor prevent Landlord from enforcing any such rules and regulations against any or all of the tenants of the Shopping Center after such waiver. 3. Whenever any notice, approval, consent, request or election is given or made pursuant to the rules and regulations it shall be in writing. 4. In these rules and regulations, Tenant includes the employees, agents, invitees and licensees of Tenant and others permitted by Tenant to use or occupy the Leased Premises. 5. These rules and regulations are in addition to the terms, covenants, agreements and conditions of the Lease to which they are attached, and in the event of conflict, the terms of the Lease shall govern. 6. Landlord shall not be responsible to any tenant for the non - observance or violation by any tenant or other party of any of these rules and regulations, as amended or modified. Exhibit "D" Tenant shall receive a credit in the amount of $18,605.72 to be applied towards Minimum Rent and Additional Rent as a reimbursement for the amounts paid to Steven E. Jaymes (Contractor) and Glen L. Myers (EBectrical Contractor) by the Tenant for work performed in the Premises. I -rom: 111 263 5412 Page: 111 Date: 411/2010 3:25:32 PM Steven E. ,laymes, Contractor, INC Es timate 1355 Spriulgview DR Chanibersburg, PA 17202 Date Estimate # 3/25/2010 4to P � Send To: Suzanne Lloyd 113 Longview Dr. Shippensburg, PA 17257 P.O. Number Terms PA007384 Lloyd -store Due on receipt Item Code Description Quantity "total Remodel Frame new wall to separate one store into two, as per 26 975,00 drawing, one section 31' wide and the second 18' wide. Requires removing one row of ceiling tiles and cross grids to attach wall to ceiling. Remodel install (hang drywall on one side of wall, tape and finish 30 1_,125.00 ready for painting. Remodel Restore ceiling to wall on one side. 13 457.50 Remodel Vinyl base - existing, remove, patch wall, reinstall after irew 4 1 50.00 flooring is installed. Remodel lustall vinyl base on new wall after flooring is installed, 2 75.00 Materials Vinyl base and adliesive. 125.00 Subcontractor Electrical- install five additional troutfler lights in ceiling, $00.00 connect to existing circuit, if possible. Approximate. Awaiting bid. Subcontractor Flooring laminate over existing carpet. 1922 sq. ft. 1,922 9,6 10,00 Ailawance. Subcontractor Painting ofnew wall, primer plus two coats and other Nvo 1,694.00 wails, t coats, no primer. Subcontractor Plumbing- In bathroom install new commode and vanity with 4Q0.00 one piece sink top. Approximate - need quote Subcontractor Painting of bathroom, fresh -up coat. 252 151,20 Prices are good for 30 days from date of estimate. After that price To adjustments may be necessary. $16,092.70 Signature Phone # Fax # 717 214 -5151 71'1263-5412 This fax was received by GFI FAXmaker fax server. For more information, visit: hitp: / /www,gfi.corn wco•g5•mmm//:d11q :}Isla 'uo1le WJ0jul 91OW 10d 'JGAJGS xeJ J@� 13wXyd idE) Aq paAlaaaj Senn xej S1q I I Glen. Lo Myers I Invoice Electrical Contractor 1211 Knob IIill Road Date Invoice # Fayetteville, PA. 17222 10/20/2010 12162 717- 352 -0035 - Bill T PA24374 L.M.S Commercial Real Estate c/o Michael Boden P.O. No. Terms Project Kid to Kid/ Sh... Net 15 Oty D3: Scri tion Rate Amount 7 4" Sq. 2 1/8" Deep Steel Bc x with Bracket 2.95 20.65 5 4" Sq. 2 1/8" Deep Steel Box 2.25 11.25 7 4" Sq. t /2" Steel Plaster Rig 1.25 8.75 5 4" Sq. Steel Blank Cover 0.70 3.50 550 12 -2 MC per ft. 0.52 286.00 3 3 1/2 Deep Steel Wall Bo.i 3.15 9.45 3 Wall Box Support 0.95 2.85 55 Tel: Screws 0.05 2.75 5 MC 1/2" Conn. 0.70 3.50 190 Phone Cat 5 )A%ire 0.14 26.60 - 8 23 A Duplex Receptacle 1.60 12.80 9 Single Gang Plastic Recept icle or Switch Plate 0.35 3.15 1 Single Blank Plate 0.30 0.30 6 Single Pole 20A QO tolt-In Breaker 32.10 19160 29 MC Strap 0.10 2.90 I MC 1/2" Double B arr6ll C nn. 1.35 1.35 1 SQD Multi Link Expa!nsior Phone Hub 42.17 42.17 3 Phone Outlet 1.65 4.95 1 12' Power Pole 187.00 187.00 24.5 Labor- Assistant per h6ur 32.00 784.00 24.5 Labor - Foreman per hour. 37.00 906.50 Total $2,513.02 l'ayt -nentsiCredits $0.00 Balance Due $2,513.02 -- -------- - Ad 90 :90:6 0 WE/ 00 L: Z/Z tared _ rv S£06ZS£L 6L :wad -- EXHIBIT "E" Tenant Work The provisions of this Exhibit "E" shall govern the approval by Landlord of (i) all aspects of Tenant's storefront sign pursuant to the provisions of Article 12 and (ii) the drawings and specifications required to be submitted to Landlord. 1. In the case of the storefront sign which has not been pre- approved and made part of the Lease by way of exhibit and Tenant's installations within the Demised Premises, within twenty -one (21) days of whichever of the following shall be the later to occur: (a) receipt of space layout drawings from Landlord or (b) the execution of this Lease, Tenant shall submit drawings and specifications ( "Drawings and Specifications ") to Landlord showing, with respect to the storefront sign, all aspects of the proposed sign and, with respect to Tenant's installations within the Demised Premises, all aspects of such work (including, without limitation, installations, fixtures and equipment). In the case of any alterations, refurbishing or improvements within the Demised Premises, prior to the commencement of any work by Tenant, Tenant shall submit Drawings and Specifications to Landlord showing all aspects of such work. 2. As soon as practicable after receipt of such Drawings and Specifications, Landlord shall return to Tenant such Drawings and Specifications with its suggested modifications and /or approval. If, upon receipt of Landlord's modified Drawings and Specifications Tenant wishes to take exception thereto, Tenant may do so within five (5) days from the date on which Tenant receives Landlord's modified Drawings and Specifications. Unless such action is taken by Tenant, all modifications made by Landlord on the Drawings and Specifications shall be deemed acceptable to and adopted by Tenant. 3. If Drawings and Specifications are returned to Tenant with modifications, said Drawings and Specifications shall be revised by Tenant and resubmitted to Landlord for approval within five (5) days of their receipt by Tenant. 4. Upon Landlord's approval in all respects of all such Drawings and Specifications, Tenant shall cause the storefront sign to be completed and installed or such installations or alterations to be performed, as the case may be, in accordance with the Drawings and Specifications approved by Landlord, and no deviation from said Drawings and Specifications shall be made without Landlord's prior written approval. Tenant shall obtain all necessary permits in connection with the installation of such sign and the performance of such work prior to the commencement of any work. 5. All Drawings and Specifications shall be prepared by an architect registered in the state wherein the Shopping Center is located, provided, however, that Tenant shall not be required to engage an architect registered in the state in which the Shopping Center is located unless the same shall be required by law or is otherwise necessary for Tenant to receive the necessary governmental permits. The fees for Tenant's architect shall be paid for by Tenant. 6. Notwithstanding the foregoing, if Tenant shall be late in making the submissions described in paragraph 1 hereof with respect to the storefront and initial installations made by Tenant, Landlord may, at its option, cause its architect to prepare, at Tenant's sole cost and expense, the Drawings and Specifications. In such event, Tenant shall supply Landlord, within twenty -one (21) days after written request therefor from Landlord, with all of Tenant's specifications and requirements in order for Landlord's architect to prepare the Drawings and Specifications. If Landlord's architect prepares the Drawings and Specifications, Tenant shall reimburse Landlord for the costs and expenses thereof within five (5) days after receipt of Landlord's invoice therefor. If Tenant fails to submit its specifications and requirements to Landlord within the required time period (as provided above), then for each day of delay by Tenant in submitting its specifications and requirements, the Fixturing Period, as defined in Article 2, shall be reduced by one (1) day. 7. Tenant shall only use new, first -class materials in connection with any such work and such work shall be performed in a lien -free first -class workmanlike manner and in accordance with applicable codes and requirements. All such work shall be performed at Tenant's sole cost and expense. 8. Landlord's approval of any Drawings and Specifications shall not constitute the assumption of any responsibility by Landlord for their accuracy, sufficiency or compliance with sound architectural or engineering practices or compliance with any laws, rules, orders, regulations, codes, ordinances, requirements or other legal requirements, and Tenant shall be solely responsible therefor. 9. All contractors and subcontractors performing work on behalf of Tenant within the Demised Premises shall be bonded (or bondable), licensed to do business in the state and county wherein the Shopping Center is located and be subject to the approval of Landlord (which approval shall not be unreasonably withheld or delayed). 10. Tenant shall secure, pay for, and maintain, or cause its contractors and subcontractors to secure, pay for, and maintain, during the continuance of construction and fixturing work within the Leased Premises, all of the insurance policies required in the amounts as set forth herein, together with such insurance as may from time to time be required by city, county, state or federal laws, codes, regulations or authorities. Tenant's work may not commence, nor may Tenant permit its contractors and subcontractors to commence any work, until all required insurance has been obtained and certificates of such insurance have been delivered to Landlord. Insurance policies shall name the Landlord, Landlord's Mortgagees and Landlord's architect and general contractor for the project as additional insures. Certificates of insurance shall provide that no change or cancellation of such insurance coverage shall be undertaken without thirty (30) days' prior written notice to Landlord. Landlord shall have the right to require Tenant, and Tenant shall have the duty, to stop work in the Leased Premises immediately if any of the coverage required herein lapses during the course of the work, in which event Tenant's work may not be resumed until the required insurance is obtained and satisfactory evidence of same is provided to Landlord. Tenant's General Contractor's and Subcontractor's Required Minimum Coverage and Limits of Liability. (a) Worker's Compensation, as required by state law, and Employer's Liability Insurance with a limit of not less than $2,000,000 (or more if required by the law of the State) and any insurance required by any Employee Benefit Act or similar statute applicable where the work is to be performed, as will protect the contractor and subcontractors from any and all liability under the aforementioned act(s) or similar statute. (b) Comprehensive General Liability Insurance (including Contractor's Protective Liability) in an amount not less than $2,000,000 per occurrence whether involving personal injury liability (or death resulting therefrom) or property damage liability or a combination thereof (combined single limit coverage) with a minimum aggregate limit of $2,000,000. Such insurance shall include explosion, collapse and underground coverage. Such insurance shall insure Tenant's general contractor against any and all claims for personal injury, death, and damage to the property of others arising from its operations under its contract, whether such operations are performed by Tenant's contractors, subcontractors, or sub - subcontractors, or by anyone directly or indirectly employed by any of them. (c) Comprehensive Automotive Liability Insurance, for the ownership, maintenance, or operation of any automotive equipment, whether owned, leased, or otherwise held, including employer's non - ownership and hired car liability endorsements, in an amount not less than $2,000,000 per occurrence and $2,000,000 aggregate, combined single limit bodily injury and property damage liability. Such insurance policies shall insure the Tenant's general contractor and all subcontractors against any and all claims for bodily injury, including death resulting therefrom, and damage to the property of others arising from its operations under its contract in connection with construction of the Leased Premises, whether performed by the Tenant's general contractor, subcontractors, or sub - subcontractors, or by anyone directly or indirectly employed by any of them. The insurance required under this Exhibit shall be in addition to any and all insurance required to be procured by Tenant pursuant to the provisions of the Lease to which this Exhibit is attached. EXHIBIT "F" Signage SIGNAGE CRITERIA The purpose of this exhibit is to establish certain parameters for Tenant sign location, construction and installation. Signage on the Premises shall be done only with prior written consent and approval of Landlord in accordance with the parameters as outlined in this exhibit. Definitions Leased Premises - Tenant's leased space. Out - Parcels - Primarily single user buildings not attached to the main Shopping Center. Storefront - That portion of the Premises being the front lease line and adjacent to the main parking area to include the Premises' main entrance. Type of Signs Retail Tenant Signs - stores under 10,000 square feet Tenant must design, furnish and install one (1) internally illuminated, individually lighted building fascia sign. In no case will single box type signs be permitted I. Canopy Fascia Sign A. Letters (copy) 1. Restrictions a. The wording of the sign shall be limited to the store trade name only; reference to merchandise or activity is only permitted in conjunction with the store name. b. Sign Letters (copy) components shall not project more than 6" from the face of the background panel. C. Raceways will be a maximum of 8" deep. ONLY AN EXTERNAL RACEWAY IS PERMITTED. d. External raceway must be painted to match canopy color. Approved canopy color will be provided by Landlord. 158667,10623.8 2. Materials and Construction a. All Letters (copy) shall be internally illuminated with single neon tubing. All interiors shall be painted white. b. Plastic face with 3/16" thick internally illuminated with double white neon 15 mm tubing (no substitutes allowed). C. Provide 8" maximum aluminum returns on all letters. Finish paint with Ditzler Automotive Finish, acrylic enamel or equivalent. d. Hold in place with jewel lite retainers, color to be black. e. Close backs of all Letters (copy). f. Individual letters shall be mounted directly to a EXTERNAL RACEWAY. No signs or letter of any kind are to be mounted directly on the canopy face. 3. Style of Copy At Tenant's option with written approval by Landlord. B. Configuration and Location of Sign 1. Each retail tenant's sign shall not exceed two (2) square feet for each one (1) linear foot of store frontage. 2. For Tenants leasing up to: 3,200 sf, signs shall not exceed 24" in height 4,800 sf, signs shall not exceed 30" in height 8,000 sf, signs shall not exceed 36" in height 8,001 sf or greater, signs shall not exceed 42" in height 3. Double rows of letters are not permitted. 4. No tenant sign shall exceed 60% of its stores frontage in length. C. Attachment to Building Secure entire assembly to the assigned location on building fascia. Raceway shall be designed and installed to attach to structural framing within canopy. D. Construction Requirements The sign furnished by Tenant shall be fabricated and installed by a licensed sign contractor in compliance with applicable jurisdiction sign and building codes. Of particular note, sign shall conform to the following items: 1. Electrical a. Neon to be operated by 60 milliampere corrected power factor transformers. 2 158667,10623.8 b. 3/4" conduit from sign location to Tenant's electrical panel. C. No flashers permitted. No chasers permitted. d. No moving signs or panels permitted. e. No sign manufacturers labels permitted. f. Sign to be fabricated in accordance with requirements of Underwriters Laboratories and to have U.L. label permanently affixed and visible from the ground. 2. Structural a. Interior stable, rigid metal framework to which anchoring bolts /brackets (made of non - corrosive material) or sleeves, etc., can be attached. 3. Miscellaneous a. No part of the sign or fasteners may contain corrosive materials. II. Review and Approvals A. Landlord's Review of Signage Tenant shall submit two copies of its proposed sign drawings and specifications to Landlord for review prior to any fabrication. Such drawings and specifications shall clearly indicate all dimensions and materials of the sign including size, copy and color of letter and full details, size and color of any insignia, if any. Tenant or its sign contractor shall not commence with any aspect of sign installation until Landlord has provided written approval on tenants sign submission. In no case shall Landlord's review and approval be construed as authorization to fabricate or install signage in conflict with applicable signage and building code regulations. Note: Except as herein provided, the exterior areas of the storefronts, including glass, shall not be used for any signage. B. Sign Permit Tenant shall obtain necessary governmental approvals and sign permits, a copy is to be submitted to Landlord. 3 158667,10623.8 C. Regulations If any of the provisions hereof conflict with applicable government regulations, then the most restrictive regulations shall govern. D. Costs All costs of the signs, installation and necessary permits shall be borne solely by Tenant, who shall procure its own sign fabricator to furnish and install its sign in accordance with and in compliance with drawings and specifications approved in writing by Landlord and the governmental authority(s) having jurisdiction. E. Time Tenant shall submit copies of its sign plans covering all proposed signage simultaneously with the submittal of plans for Tenant's preliminary floor plans. 4 158667,10623.8 EXHIBIT "B" Property Mgmt Alternatives Inc 120 North Pointe Boulevard Suite 301 Lancaster, PA 17601 O P E N I T E M S T A T E M E N T Date: 02 -01 -2014 Kid To Kid Account: KID001 Suzanne Lloyd 113 Longview Drive Amount enclosed: Shippensburg, PA 17257 Please enclose this portion with your remittance. Make checks payable to: JGMM PENN Property, LP NW 5783 P.O. Box 1450 St. Paul, MN 55485 -5783 Statement for: Statement date Kid To Kid 02 -01 -2014 SHIPPEN TOWN CENTER 205 South Conestoga Drive Shippensburg, PA 17257 Unit Due Date Description Amount 205 01 -04 -2012 2011 Base Rent Charge 3,369.04 01 -04 -2012 2011 Sewer Charge 189.00 01 -04 -2012 2011 Tax Recovery Charge 5.52 01 -04 -2012 2011 Gas Charge 206.09 01 -04 -2012 2011 Water & Sewer 48.49 01 -04 -2012 2011 Water Charge 24.43 01 -04 -2012 2011 CAM Recovery Charge 62.95- 01 -05 -2012 9/21 - 12/19/11 Sewer Charge 94.50 01 -09 -2012 9/8- 12/12/11 Water Charge 24.06 02 -01 -2012 Base Rent Charge 2,448.00 02 -01 -2012 CAM Charge 389.64 02 -01 -2012 Real Estate Tax Charge 204.00 02 -02 -2012 Security Deposit Payable 2,448.00 02 -14 -2012 2011 Tax Recovery Charge 2,378.03 02 -14 -2012 2011 CAM Recovery Credit 1,068.41- 03 -05 -2012 Open Credit 418.86- 04 -09 -2012 12/19/11- 3/20/12 Sewer Bill 99.00 05 -01 -2012 Base Rent Charge 448.00 05 -01 -2012 CAM Charge 333.86 SHIPPEN TOWN CENTER Unit Due Date Description Amount 05 -01 -2012 Real Estate Tax Charge 299.28 06 -01 -2012 Base Rent Charge 2,448.00 06 -01 -2012 CAM Charge 333.86 06 -01 -2012 Real Estate Tax Charge 299.28 07 -01 -2012 Base Rent Charge 2,448.00 07 -01 -2012 CAM Charge 333.86 07 -01 -2012 Real Estate Tax Charge 299.28 07 -09 -2012 4/1- 6/30/12 Water Charge 24.07 07 -17 -2012 3/20/12- 6/18/12 Sewer Bill 99.00 08 -01 -2012 Real Estate Tax Charge 81.14 09 -01 -2012 CAM Charge 81.14 10 -01 -2012 Base Rent Charge 2,429.14 10 -01 -2012 CAM Charge 333.86 10 -01 -2012 Real Estate Tax Charge 299.28 10 -03 -2012 6/18/12- 9/20/12 Sewer Bill 99.00 10 -19 -2012 7/1- 9/30/12 Water Charge 24.07 12 -01 -2012 Base Rent Charge 448.00 12 -01 -2012 CAM Charge 333.86 12 -01 -2012 Real Estate Tax Charge 299.28 01 -01 -2013 Base Rent Charge 1,448.00 01 -01 -2013 CAM Charge 333.86 01 -01 -2013 Real Estate Tax Charge 299.28 SHIPPEN TOWN CENTER Unit Due Date Description Amount 01 -10 -2013 9/20/12- 12/19/12 Sewer Bill 99.00 01 -17 -2013 10/1- 12/31/12 Water Charge 24.06 02 -01 -2013 Base Rent Charge 448.00 02 -01 -2013 CAM Charge 333.86 02 -01 -2013 Real Estate Tax Charge 299.28 02 -26 -2013 Tax Recovery Charge 249.78 02 -26 -2013 CAM Recovery Credit 157.76- 03 -01 -2013 CAM Charge 281.86 03 -01 -2013 Real Estate Tax Charge 299.28 04 -01 -2013 Base Rent Charge 2,448.00 04 -01 -2013 CAM Charge 333.86 04 -01 -2013 Real Estate Tax Charge 299.28 04 -05 -2013 12/19- 3/18/2013 Sewer Bill 105.00 04 -10 -2013 Water Charge 1/1- 3/31/13 24.07 05 -01 -2013 Base Rent Charge 2,448.00 05 -01 -2013 CAM Charge 333.86 05 -01 -2013 Real Estate Tax Charge 299.28 06 -01 -2013 Base Rent Charge 448.00 06 -01 -2013 CAM Charge 333.86 06 -01 -2013 Real Estate Tax Charge 299.28 07 -01 -2013 Base Rent Charge 948.00 07 -01 -2013 CAM Charge 333.86 SHIPPEN TOWN CENTER Unit Due Date Description Amount 07 -01 -2013 Real Estate Tax Charge 299.28 07 -09 -2013 3/18/13- 6/18/13 Sewer Bill 105.00 07 -11 -2013 Water Charge 4/1- 6/30/13 24.07 08 -01 -2013 Base Rent Charge 2,448.00 08 -01 -2013 CAM Charge 333.86 08 -01 -2013 Real Estate Tax Charge 299.28 09 -01 -2013 Base Rent Charge 448.00 09 -01 -2013 CAM Charge 333.86 09 -01 -2013 Real Estate Tax Charge 299.28 10 -01 -2013 CAM Charge 281.86 10 -01 -2013 Real Estate Tax Charge 299.28 10 -03 -2013 6/18/13- 9/16/13 Sewer Bill 105.00 11 -01 -2013 CAM Charge 281.86 11 -01 -2013 Real Estate Tax Charge 299.28 12 -01 -2013 Base Rent Charge 529.14 12 -01 -2013 CAM Charge 333.86 12 -01 -2013 Real Estate Tax Charge 299.28 01 -06 -2014 9/16/13- 12/16/13 Sewer Bill 105.00 01 -08 -2014 Water Charge 10/1- 12/31/13 24.07 02 -01 -2014 Base Rent Charge 2,448.00 02 -01 -2014 CAM Charge 333.86 02 -01 -2014 Real Estate Tax Charge 299.28 Balance: 45,016.09* Should you have any questions, please feel free to contact our office at 717 - 569 -6439. Payment is due upon receipt. EXHIBIT "C" PMA Property Management Altematives, Inc. PROPERTY AND ASSET MANAGEMENT 120 North Pointe Blvd. • Suite 301 • Lancaster, PA 17601 DEFAULT NOTICE November 26, 2013 via Federal Express Suzanne & William Lloyd Kid To Kid 113 Longview Drive Shippensburg, PA 17257 RE: Kid To Kid- Default Shippen Town Center— Shippensburg, PA Dear Suzanne: Under the terms of the Lease Agreement for the above location, rent and its components are due on the first (1 Sn day of every month. As of today's date, we have not received rental payments f several months, along with miscellaneous charges. The total charges due are $40,643.60. Please see attached Open Item Statement for a breakdown. Accordingly, you are in default of your Lease pursuant to Article 29. Please remit $40,643.60 within the next five (5) days to bring this account current. Should payment not be received within (5) days, the Landlord will pursue all remedies allowed under the Lease. Thank you in advance for your prompt attention to this matter. Please contact Michael Boden should you have any questions Regards, Property Management Alternatives, Inc. As Agent for JGMM Penn Property LP Michele Young Accounts Receivable mvounaO -Ims- pma.com cc: file phone: 717- 569 -6439 • fax: 717 -560 -9909 • email: pma ®Ims- pma.com • web: www.lms- pma.com Page 1 of 2 From (117)569-"30 Orlo V LWA Ship p a2MM aeYpwtyq�.0an.dAkwrbvn " cAQt00i8983Q11tEr39Jo sub 301 Pale Bird D&wAftM Bw rO Lasadar,PA1T801 J43201hV69o37d SHPTO: (117)53ebf57 BltLSENDBI Rd/ so Suzanne & William Lloyd kni"0 Kid To Kid POO 113 Longview Drive onto SHIPPENSBURG, PA 17257 WED - 27 NOV AA ® 7972 5778 5908 STANDARD OWMIG ISR 17257 EP HGRA 1Ao auKticoevvaE Agar printing this label: 1. Use the Writ button on this page to print your label to your laser or InNetprinter. 2. Fold the printed pope along the holzanbd fine. 3. Place tabal In shipping pouch and aft It to your shipment so that the barcode portion of the label an be read and scanned. Warning: Use only the printed original label Aar shipping. Using a photocopy of We labs! for shipping purposes )& fraudulent and could result in additional ti ming charges, along with the cancellation of your FedEx sc ount number. Use of this system constitutes your agreement to the service conditions In the current FedEx Service Guide, avagade on fedex.contTetExve8l not be responsible for any claim in excess of $100 per padrage, whether the result of loss, damage, delay, non-delivery misdelhrsry,or mlainformadon, unless you dedere a higher value, pay an additional charge, document your actual lose and file a timely clatm.Unhliatlons found in the current FedEx Service Guide apply. Your right to recover a om FadEx for any lose, Including Intrinsic value of the package, loss of sales, Income Interest, prof t, attomeys fees, costa, and other forms of damage Whether direct, (rhddentaf,consequenllol, or special is fmaed to the greater of 8100 or the authorized declared value. Recovery cannot exceed actual documented Ioss.Maximum for Rome of extraordinary value Is 51,000, e.g. jewelry, precious metes, negotiable Instruments and other earns listed In our ServiceGulde. Written claims must be fled wlthin strict time limha, see current FedEx Service Guide. hqs://www.fedex.com/shipping/html/en//PrintIFrame.htW 11/26/2013 Page 2 of 2 , Shipment Receipt Address Information Ship to: Ship from: Suzanne & William Lloyd M. Young Kid To Kid Property Management Alternatives 113 Longview Drive 120 North Pointe Blvd Suite 301 SHIPPENSBURG, PA Lancaster, PA 17257 17601 US US 7175305437 7175696439 Shipment Information: Tracking no.: 797257765908 Ship date: 1112612013 Estimated shipping charges: 18.94 Package Information Pricing option: FedEx Standard Rate . Service type: Standard Overnight Package type: FedEx Envelope Number of packages: 1 Total weight: 1 LBS Declared Value: 0.09 USD Special Services: Indirect signature required,Residential Delivery Pickup/Drop -off. Drop off package at FedEx location Billing Information: Bill transportation to: imspma -366 Your reference: 849 P.Q. no.. Invoice no.: Department no.: Thank you for shipping onnne with FadEx ShipManager at fsdex.eom. Please Note F.dE. d not b. Mepm1" for mybdm h—s of ttdd per pedoft wh4W tee M11W m. dri+D•, d.bty. nonddary mYdsMry. «mbYibwntbf� •nIm yM d•cten • hlpMrvs•w, WF fn •dfMMtl Mry•, doallnwd y.w •coast w.nd ff. • Wn* d&. U rftfl u mu.d M to anadFedEx raMO.Oidde wpN. ro «+4fd m,.00..r►Mn F•da dw ry IMO. Y ang rblmk win Of ft pd•p•. a.. •f.w• km hWnt wit aftW. f.... ante, Hn admr fame of der- P.h•Mr db.n b.ddWA a•lsegmft. «.p=W is teNted b the pieta of i1W wft M =tftd dscWed vA w Itemmy amrA •caved •chW documented INS. MUft- for h= of exY•a " var r UK e4.1•aay. pr•dMS nvd. mpag" haurrwnte ero oaa 4ms dff•d n or SWIM@ Qede, IMldsn.ISbns must be nfd wYM SM dm• MnM: Co Kthe appkeft FedU fhMM Gulls for doted.. ill eatl m •Mppbq anrys ray be dbfwml fan tM Waved otwpa b your shipiant Dffasnan m•y axxd bead •• •c%Ww•IpM, dbmnoiwiM ate o1Mf haters. Consul M •DpfbaM• �a n• f dEx RM. SOe.h hx •sIW a iww ehlpplrq ehrp.s e@ aueutet.i https:// www. fedex. com/ shipping thtml/en //PrintIFrame.html 11/26/2013 SIRLIN LESSER & BENSON, P.C. A PROFESSIONAL CORPORATION ATTORNEYS AT LAW .JON C. SIRLIN PENNSYLVANIA OFFICE - PETER A LESSER* 123 SOUTH BROAD STREET JOHN D. BENSON* SUITE 2100 SUSAN J. KUPERSMITH ** PHILADELPHIA, PA 19109 DANA S. PLON* (215) 864 -9700 DOROTHYANNE HAMILL* FAX (Z 15) 864 -9669 LISA M. RUTENBERG ** JERRY I. DREW NEW JERSEY OFFICE PATRICK J. TROY 102 BROWNING LANE KIERSTIN M. LANGE* BUILDING C ADAM NACHMAN]* CHERRY HILL, NJ 08003 NICHOLAS C. CAMPELLONE* January 13, 2014 (856) 616 -1900 FAX (856) 216 -7459 +('OLLNSF.L. -PA & NJ BAR -PA, NJ h MO Suzanne Lloyd d/b /a Kid to Kid 113 Longview Drive Shippensburg, PA 17257 Kid to Kid Franchise System Inc. 170 South 1000 East Salt Lake City, Utah 84102 Re: JGMM Penn Property, L.P. — Suzanne Lloyd d/b /a Kid to Kid DEFAULT NOTICE Our File No. 201-63 Dear Ms. Lloyd: Please be advised that Sirlin Lesser & Benson, P.C. represents your Landlord at the Shippen Towne Center. I have been advised by my client that you are in default of your Lease for failing to pay and proper charges through the date hereof in the amount of $42,684.95 which includes legal fees in the current amount of $750.00 (the "Arrearage "). This letter will serve as formal notice of default pursuant to Section 29A of the Lease and Notice to Franchisor pursuant to Section 29A(7) of the Lease. Unless the Arrearage is paid within seven (7) days from the date of this letter, I have been instructed to commence appropriate legal action against you without further notice or delay. Suit will be filed and it is our intention to seek the principal amount of the debt, plus interest, costs, additional attorneys' fees, possession of the premises and /or accelerated rent through the remainder of the lease term. Execution will commence pursuant to the law. S I R L I N LESSER a BENSON, P. C. Please avoid the expense and inconvenience of litigation and execution by making immediate payment and by contacting me to discuss this matter. Sincerely, PETER A. LESSER PAL /dp Via Certified and Regular Mail cc; Andrea Stelts SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith 20 I4 MAR _4 ABM pl038 Chief Deputy Richard W Stewart CUMBERLAND COUNTY Solicitor cc, 4 PENNSYLVANIA JGMM Penn Property LP By Its Agent; PMA Property and Asset Management Case Number vs. 2014-984 Suzanne Lloyd d/b/a Kid to Kid SHERIFF'S RETURN OF SERVICE 02/24/2014 02:12 PM-Deputy Dennis Fry, being duly sworn according to law, served the requested Complaint& Notice by"personally" handing a true copy to a person representing themselves to be the Defendant,to wit: Suzanne Lloyd d/b/a Kid to Kid at 205 South Conestoga Drive, Shippensburg Township, Shippensburg, PA 17257. DEN■ FRY, iy'UTY SHERIFF COST: $50.60 SO ANSWERS, February 25, 2014 RON— R ANDERSON, SHERIFF IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JGMM PENN PROPERTY, L.P., By its Agent: PMA Property and Asset Management, Plaintiff vs. SUZANNE LLOYD, dba KID TO KID, Defendant CIVIL ACTION CASE No: 2014 -984 ANSWER TO COMPLAINT C) N CD CO Now comes the Defendant, Suzanne Lloyd, d/b /a Kid to Kid, by and through her Attorney, Thomas P. Gleason, and sets forth the following answers: 1. Admitted 2. Admitted. 3. Admitted. 4. Admitted. 5. Denied that Defendant owes Plaintiff $45,016.09 and strict proof thereof is demanded at trial. Defendant made payments that are not reflected in Plaintiff s pleading. 6. Denied. Defendant made payments that are not reflected in Plaintiff s pleading. 7. Admitted. 8. Denied. WHEREFORE, Defendant, Suzanne Lloyd d/b /a Kid to Kid, prays this Honorable Court dismiss Count I of the Plaintiffs complaint. COUNT II — EJECTMENT 9. No affirmative response is required. 10. No affirmative response is required. WHEREFORE, in consideration of the answers set forth above, Defendant, Suzanne Lloyd d/b/a Kid to Kid, prays this Honorable Court dismiss Count II of the Plaintiff s complaint. COUNT III — ACCELERATED RENT 11. No affirmative response is required. 12. Denied as set forth above. 13. Denied. Defendant is in the process of selling the business with the prospective buyer taking over the monthly rent obligation. WHEREFORE, in consideration of the answers set forth above, Defendant, Suzanne Lloyd d/b/a Kid to Kid, prays this Honorable Court dismiss Count III of the Plaintiff's complaint. WHEREFORE, Plaintiff prays this Honorable Court dismiss the Plaintiff's in its entirety. Date: OA 0-r-c-tk- 2-OH Respectfully submitted, Thomas P. Gleason, Esquire 49 West Orange Street, Suite 3 Shippensburg, PA 17257 717-532-3270 Attorney ID# 82259 VERIFICATION I verify that the statements made in this Answer are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Date: �� 'guzanne loyd d/b /a Kid to Kid SIRLIN LESSER & BENSON, P.C. 123 South Broad Street, Suite 2100 Philadelphia, PA 19109 (215) 864-9700 By: Peter A. Lesser, Esquire Identification No. 59433 JGMM PENN PROPERTY, L.P. L.P. By Its Agent: PMA Property and Asset Management 120 North Pointe Boulevard, Suite 301 Lancaster, PA 17601 v. SUZANNE LLOYD d/b/a KID TO KID Shippen Town Center 205 South Conestoga Drive Shippensburg, PA 17257 oit" THE' P 80i://60.'40' 02;f,�,�s dp 570;v: y1 Attorneysfor PlaintiffA 110 COURT OF COMMON PLEAS CUMBERLAND COUNTY NO. 2014-00984 PRAECIPE TO WITHDRAW COMPLAINT TO THE PROTHONOTARY: Kindly withdraw Plaintiffs Complaint in the above captioned matter without prejudice upon payment of your costs only. SIRLIN LESSER & BENSON, P.C. BY: PETER A. LESSER, ESQUIRE