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HomeMy WebLinkAbout06-0763, t r 1 t IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA HILL MANAGEMENT SERVICES, No. U1, -/4(-,2 l "rc,?l INC., Plaintiff, V. SUZANNE C. LLOYD, INDIVIDUALLY, WILLIAM H. LLOYD, INDIVIDUALLY, and SUZANNE C. LLOYD and WILLIAM H. LLOYD t/a HID TO HID, Defendants. CIVIL ACTION - LAW NOTICE YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIMS SET FORTH IN THE FOREGOING 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 TO YOU 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 OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PENNSYLVANIA 17013 TELEPHONE NUMBER: (717) 249-3166 AVISO USTED HA SIDO DEMANDADO EN LA CORTE. SI USTED DESEA DEFENDERSE DE LAS QUEJAS EXPUESTAS EN LAS PAGINAS SIGUIENTES, DEBE TOMAR ACCION DENTRO DE VEINTE (20) DIAS A PARTIR DE LA FECHA EN QUE RECIBIO LA DEMANDA Y EL AVISO. USTED DEBE PRESENTAR COMPARECENCIA ESCRITA EN PERSONA O POR ABOGADO Y PRESENTAR EN LA CORTE POR ESCRITO SUS DEFENSAS O SUS OBJECIONES A LAS DEMANDAS EN SU CONTRA. SE LE AVISA QUE SI NO SE DEFIENDE, EL CASO PUEDE PROCEDER SIN USTED Y LA CORTE PUEDE DECIDIR EN SU CONTRA SIN MAS AVISO O NOTIFICACION POR CUALQUIER DINERO RECLAMADO EN LA DEMANDA O POR CUALLQUIER OTRA QUEJA O COMPENSACION RECLAMADOS POR EL DEMANDANTE. USTED PUEDE PERDER DINERO, O PROPIEDADES U OTROS DERECHOS IMPORTANTES PARA USTED. LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE. ST USTED NO ATIENE O NO CONOCE UN ABOGADO, VAYA O LLAME A LA OFICINA EN LA DIRECCION ESCRITA ABAJO PARA AVERIGUAR DONDE PUDE OBTENER ASISTENCIA LEGAL. LAWYER REFERRAL SERVICE CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PENNSYLVANIA 17013 TELEPHONE NUMBER: (717) 249-3166 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA 2HILL MANAGEMENT SERVICES, No.O? - 7( C /cap INC., Plaintiff, V. SUZANNE C. LLOYD, INDIVIDUALLY, WILLIAM H. LLOYD, INDIVIDUALLY, and SUZANNE C. LLOYD and WILLIAM H. LLOYD t/a KID TO KID, Defendants. CIVIL ACTION - LAW COMPLAINT AND NOW, this _ day of February, 2006, comes the Plaintiff, Hill Management Services, Inc., by and through its counsel, Joseph C. Korsak, Esquire, Law Office of Joseph C. Korsak, and files the following Complaint, to wit: The Plaintiff, Hill Management Services, Inc., is a Maryland Corporation and has offices located at 9640 Deereco Road, Timonium, Maryland, 21093. 2. The Defendants are Suzanne C. Lloyd and William H. Lloyd both as individuals and as t/a Kid to Kid. The Defendants reside at Walnut Bottom Road, Shippensburg Shopping Center, Shippensburg, Pennsylvania, 17364. 3. The parties hereto entered into an original lease on or about September 3, 1999, for initial five year team, with respect to real property situate in Shippensburg, Cumberland County, Pennsylvania. (Copy attached, Exhibit A) 4. The parties then entered into a Commencement Addendum on or about December 15, 1999, to amend the commencement of this lease to January 1, 2000 and the expiration date of the lease to December 31, 2004. (Copy attached, Exhibit B) 5. Rent is due monthly, on or before the first of the month. 6. Rent is defined under the lease to include the proportional share of operating costs and taxes, to include insurance, late charges, bad check charges, snow removal and tax pass through, as well as other elements not at issue here. 7. Rent is overdue if not paid within five days after the due date. 8. As and additional element of rent, the Defendants are required to pay on a monthly basis a proportional share of real estate taxes. 9. On or about July 1, 2005, the Defendants began to ignore their obligation to pay rent as defined under the lease. 10. At the present time, rent in the amount of $31, 969.50 is now overdue. (See attached Exhibit C) 11. In addition, overdue rent is subject to an additional charge of 15% of the rent due. 12. Plaintiff is entitled to reimbursement of its counsel fees under the lease. 13. Payment has not been received from the Defendants. WHEREFORE, Plaintiff prays entry of judgment against the Defendants for $31,969.50, additional charge of 15% of the rent overdue, and reasonable counsel fees. Date: By: OFFICE C. , Korsak, Esquire Queen Street msvlvania 17403 T ephone:(717)854-3175 Email: i orsak ai blazenet.net Supreme Court Id: 22233 01!20/2006 12 57 FAX 7178452643 r LAW-OFFIOE-JOSEPH-KORSAK VERIFICATION - r ?jvv + o 1, It* DV1?1 - G. L,1 D do hereby verify that the statement(s) made in the foregoing instrument is/are true and correct. I understand that false statements herein are made subject to the penalties of 18 Pa. C. S. 4904, relating to onsworn falsification to authorities. Date: --Ll ?fu TRIPLE NET LEASE THIS LEASE is made on this _L day of vgost, 1999, by and between HILL MANAGEMENT SERVICES, INC., a Maryland corporation, agent for the owner ("Landlord"), and Suzanne C. Lloyd and William H. Lloyd t/a KID TO KID ("Tenant"). RECITALS A. Landlord is the agent for the owner of a tract of land located at Shippensburg Township, Cumberland County, Pennsylvania upon which is located a commercial shopping center known as the Shippensburg Shopping Center (the "Shopping Center"), including store buildings, a parking area and common facilities for the use and benefit of all tenants of the Shopping Center. The Shopping Center and the land on which it is located are herein referred to as the "Property". B. Tenant desires to lease from Landlord approximately 2,300 square feet of the Shopping Center, which space has an address of Walnut Bottom Road, Shippensburg Township, Cumberland County, Pennsylvania and is outlined in red on the Plot Plan attached hereto as Exhibit A (the "Leased Premises"). C. Landlord has agreed to lease to Tenant, and Tenant has agreed to rent from Landlord, the Leased Premises upon the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein, Landlord and Tenant hereby agree as follows: TERM 1.A. INITIAL TERM. Landlord does hereby lease the Leased Premises to Tenant and Tenant does hereby rent the Leased Premises from Landlord for a term of five (5) years (the "Initial Lease Term"), commencing at 12:01 a.m. on November 1, 1999 or sixty (60) days after Landlord substantially completes its construction responsibilities outlined in Section 12. IMPROVEMENTS and delivers possession of the Leased Premises to Tenant, whichever occurs later (the "Commencement Date") and expiring as of midnight on October 31, 2004 (the "Expiration Date"). B. RENEWAL OPTION. The tenancy created under this Lease shall continue for one (1) additional period of five (5) years unless Tenant, desires not to renew this Lease, gives the Landlord written notice by certified mail - return receipt requested, of its intention not to renew this Lease at least 120 days prior to the expiration of the Initial Lease Term. The renewal term shall be upon the same terms, covenants and conditions set forth herein with respect to the Initial Lease Term, including inter aria, Tenant's liability for increased rent and real estate taxes as described herein. All references in this Lease to the "lease term" shall be construed to mean the Initial Lease Term and the renewal period(s) unless the context clearly indicates that another meaning is intended. The last year of the Initial Lease Term shall be considered the immediately preceding lease year for the first year of the renewal term. This renewal provision shall, at the sole option of Landlord, be absolutely nuil and void if Tenant shall, at any time, default under any of the terms or provisions of this Lease. RENT 2.A. PAYMENT OF RENT. Tenant covenants and agrees to pay Landlord for the Leased Premises, without offset or deduction, and without previous demand therefor, annual basic rent of Eighteen Thousand Four Hundred and 00/100 Dollars ($18,400.00), payable in advance on the first day of each and every month during the lease term in equal monthly installments of One Thousand Five Hundred Thirty-Three and 33/100 Dollars ($1,533.33) each, together with all additional sums, charges or amounts of whatever nature to be paid by Tenant to Landlord in accordance with the provisions of this Lease, whether or not such sums, charges or amounts are referred to as additional rental (collectively referred to as "Additional Rent"). Said rent shall be made payable to Hill Management Services, Inc. and shall be sent to Landlord at P.O. Box 4835, Timonium, Maryland 21094, or at such other place or to such appointee of Landlord as Landlord may from time to time designate in writing. B. MANNER OF PAYMENT. In the event any sum due under this Lease payable to Landlord by Tenant is paid by check and such check is returned for non-sufficient funds, Landlord, in addition to the rights and remedies set forth in this Lease pertaining to default, has the right to require that any replacement payment and all future payments be made in cash or by certified check or money order. C. RENT INCREASE. Commencing with the second lease year the annual basic rent shall be in accordance with the following: Annual Rent Monthly Rent Year2 $18,400.00 $1,533.33 Year3 $20,700.00 $1,725.00 Yeas4 $21,275.00 $1,772.92 Year5 $21,850.00 $1,820.93 < E w fAprop\shipueases\kidtokid_2ndrdlne_Ise 1 a J J Q Commencing with the first year of the renewal option and for each succeeding lease year thereafter, the annual basic rent shall be an amount equal to 104% of the annual basic rent for the preceding lease year. D. LATE PAYMENTS. In the event any payments or installments of rent or any other sums due under this Lease are not received by Landlord on or before the fifth (5th) day after the due date thereof, Landlord shall give written notice thereof to Tenant and Tenant shall pay to Landlord an additional fifteen percent (15%) of such sums due as Additional Rent. Such Additional Rent is to be payable, without demand from Landlord, on or before the first day of the next calendar month and failure to do so shall be considered non-payment of rent. In addition, any payment or installment of rent or any other sums due under this Lease not paid when due shall bear interest from the due date until paid in full at a rate of twelve percent (12%) per annum. E. OPERATING COSTS. (1) Tenant shall pay to Landlord as Additional Rent under this Lease a proportionate share of the Operating Costs, as defined below, such percentage to be based upon the relationship between the square footage covered by the Leased Premises (approximately 2,300 square feet) and the total square footage in the Shopping Center (approximately 133,966 square feet) or 1.7% ("Tenant's Proportionate Share"). (2) The term "Operating Costs" means the actual costs incurred by Landlord in operating and maintaining the Shopping Center and the Property during each calendar year of the term. Such costs shall include, by way of example rather than of limitation (1) charges or fees for, and taxes on, the furnishing of water, sewer service, gas, fuel, electricity or other utility services to the Shopping Center and the Property, (ii) costs of elevator, janitorial and snow removal service (if supplied), and of maintaining grounds, common areas, and mechanical systems of the Shopping Center, (iii) all other costs of maintaining, repairing or replacing any or all of the Shopping Center and of maintaining the Property, (iv) charges or fees for any necessary governmental permits, (v) management fees, overhead (equal to twenty percent 1200/o]) and expenses, (vi) premiums for hazard, liability, workmen's compensation or similar insurance upon any or all of the Shopping Center and the Property, (vii) costs arising under service contracts with independent contractors, and the actual wages, salaries and benefits (including but not limited to vacation pay and union payments or benefits, if any) of all necessary building employees, including police and supervisory personnel or services, (viii) costs of any services not provided by Landlord to the Shopping Center or the Property on the date hereof but hereinafter provided by Landlord in its prudent management of the Shopping Center and the Property (including by way of example rather than of limitation (a) the cost amortized on a straight-line basis in each calendar year of capital improvements which are made by Landlord in its sole judgment in anticipation of reducing any of the costs of operating and maintaining the Shopping Center, which costs shall be amortized over a period selected by Landlord, plus (b) interest on the unamortized balance of such costs calculated at Landlord's cost of borrowing), (ix) the cost of capital improvements designed to protect the health and safety of the tenants in the Shopping Center, (x) the cost of all alterations and improvements to the Shopping Center that are necessary to comply with the ADA (as hereinafter defined), (xi) the cost of monitoring and maintaining suitable indoor air quality (including regular inspections and repairs to the building HVAC system), and (xii) the cost of any other items which, under generally accepted accounting principles consistently applied from year to year with respect to the Shopping Center, constitute operating or maintenance costs attributable to any or all of the Shopping Center. (3) Tenant shall pay to Landlord, as Additional Rent, Tenant's Proportionate Share of the Operating Costs within thirty (30) days of written request by Landlord. If only part of any calendar year falls within the term, the amount calculated shall be prorated in proportion to the portion of such calendar year falling within the term. (4) Operating Costs shall also include any costs incurred by Landlord to modify or retrofit any building system (e.g. HVAC equipment, security devices, elevator equipment) so that such system(s) will accurately process date and/or time data relating to the year 2000; provided that if such costs are deemed to be capital costs under generally accepted accounting principals, then such costs shall be amortized over a period of five (5) years. F. SECURITY DEPOSIT. Simultaneously with the execution of this Lease, Tenant has deposited with Landlord the sum of One Thousand Five Hundred Thirty-Three and 33/100 Dollars ($1,533.33) (the "Security Deposit"), which shall be held by Landlord as security for the faithful performance by Tenant of any and all of the covenants of this Lease. The Security Deposit shall be refunded to Tenant upon the expiration of the lease term, less any part thereof validly appropriated by Landlord for any rent or other obligation or liability of Tenant hereunder. If any portion of the Security Deposit is so used or applied, Tenant shall, upon demand therefor, immediately deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall constitute a default hereunder by Tenant. The Security Deposit shall in no event be considered or construed as liquidated damages and shall not relieve Tenant from the payment of any and all rent payable during the lease term at the times stipulated therefor. Any Mortgagee (hereinafter defined), or purchaser of the Shopping Center, shall be relieved and released from any obligation to return the Security Deposit in the event such Mortgagee or purchaser comes into possession of the Shopping Center by reason of foreclosure (including deed in lieu thereof) or proceeding in lieu of foreclosure unless the Security Deposit shall have been actually delivered to such Mortgagee or purchaser. USE AND OCCUPANCY 3. Tenant shall have the right to use the Leased Premises for retail sales of childrens and maternity products, and for no other purpose. Tenant shall conduct business on the Leased Premises only in the name of Kid to Kid and under no other name or trade name unless and until the use of some other name is approved in writing by Landlord. In allowing name changes, Tenant shall pay for the costs of changing its name as featured in any signs for the Shopping Center. Tenant shall occupy the Leased Premises promptly as of the Commencement Date and shall continuously during the term of this Lease operate the above described business on the Leased Premises. Tenant shall, at all times during the lease term, keep the Leased Premises open for business with a full stock of quality merchandise and full staff of sales personnel on all business days and during such hours as are recognized as normal and customary (but to include in any event being open at least two (2) nights per week until at least 8:ft p.m.) for a business of Tenant's type located in a retail center such as the Shopping Center. Tenant shall also keep the show windows o the Leased Premises fully illuminated with lights (as approved by Landlord from time to time) until at least8:dUp.m. each day during the lease term, except Sundays. It is understood and agreed by both Landlord and Tenant that parking immediately adjacent to the entrance to the building or to the Leased Premises shall be for the exclusive use of visitors to the building or Leased Premises and such parking shall not be used by Tenant, its agents, invitees, servants or employees. It is agreed by both Landlord and Tenant that Tenant, its agents, invitees, servants or employees shall park in the area furthest removed from that area of the parking lot that is to be used for visitor and/or customer parking. Tenant agrees: (a) to use, maintain and occupy the Leased Premises in a careful, safe and proper manner, and to keep the appurtenances, including adjoining sidewalks, in a clean and safe condition, and to promptly clean the snow, ice and debris from such sidewalks and appurtenances during the term of this Lease at its own expense; (b) to keep the inside and outside of all glass in the doors and windows of Leased Premises clean at its own expense; (c) without the prior written consent of Landlord, not to place or maintain any merchandise or other articles in any vestibule or entry to the Leased Premises, on the sidewalks adjacent thereto, or elsewhere on the exterior thereof; (d) to maintain the Leased Premises at its own expense in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests; (e) not to permit undue accumulation of garbage, trash, rubbish and other refuse and to remove the same at its own expense, and to keep such refuse in proper containers within the Leased Premises until called for to be removed; (f) not to use, nor permit nor suffer the use of, any apparatus or instruments for musical or other sound reproduction or transmission or any business or mechanical machines in such a manner that the sounds emanating therefrom or caused thereby shall be audible beyond the interior of the Leased Premises; (g) not to receive or ship articles, fixtures, or merchandise of any kind, except from that portion of the Leased Premises which Landlord designates for such purposes but not withstanding the foregoing, Landlord shall permit Tenant's customers to deliver product for purchase by Tenant through the front door of the Leased Premises; (h) to conduct its business in the Leased Premises in all respects in a dignified manner and in accordance with the high standards of store operations; (i) not to permit, allow or cause any public or private auction sales, distress sales, or "going out of business" sales to be conducted on or from the Leased Premises; 0) not to store goods, wares or merchandise on the Leased Premises except for items which Tenant intends to offer for sale therein in the regular course of its business; (k) to use for office or clerical space in the Leased Premises only such space as is reasonably required for Tenant's business therein; and (1) not to use the Leased Premises or any part of the Shopping Center for auction purposes without Landlord's prior written consent. TAXES 4.A. TENANT'S SHARE OF TAXES. Tenant shall pay to Landlord as Additional Rent, Tenant's Proportionate Share of the real estate taxes assessed against the Shopping Center and the Property. The foregoing shall apply to real estate taxes assessed against the Shopping Center and the Property generally, and not resulting for improvements placed on the Leased Premises by Tenant. In the event of any increase in real estate taxes resulting from tenant improvements, Tenant shall pay all of said increase. Tenant's improvements are considered to be all improvements to the Leased Premises. Said taxes include, but are not limited to, paving taxes and any and all benefits or assessments which may be levied on the Leased Premises hereby leased, but not including the income tax or any state or other tax upon the income or rent payable hereunder. B. OTHER TAXES. Tenant shall assume and pay to Landlord, as Additional Rent, prior to the imposition of any fine, penalty, interest or costs for the nonpayment thereof, all excise, sales, gross receipt or other tax (other than a net income or excess profits tax) which may be (a) assessed or imposed on or be measured by such rent or other charge which may be treated as rent, (b) which may be imposed on the letting or other transaction for which such tax is payable and which Landlord may be required to pay or collect under any law now in effect or hereafter enacted by any governmental authority, or (c) which may be imposed by virtue of Tenant's operations in the Leased Premises. CONDUCT IN LEASED PREMISES 5.A. CONDUCT. Tenant shall not do, or permit anything to be done in the Leased Premises, or bring or keep anything therein which will, in any way, constitute a nuisance or increase the rate of fire insurance on the Shopping Center, or invalidate or conflict with the fire insurance policies or liability insurance policies maintained with respect to the Shopping Center and the Property, fixtures, or on personalty kept therein, or obstruct or interfere with the rights of Landlord or of other tenants, or in any other way injure or disturb Landlord or the other tenants, or subject Landlord to any liability for injury to persons or damage to property. Tenant agrees that any increase in the fire insurance or liability insurance premiums on the Shopping Center and the Property caused by the occupancy of Tenant shall be immediately due and payable by Tenant to Landlord and considered Additional Rent under this Lease. B. OPERATIONAL COVENANTS. Tenant agrees: (a) to use, maintain and occupy the Leased Premises in a careful, safe and proper manner; (b) without the prior written consent of Landlord, not to place or maintain any merchandise or other articles in any vestibule or entry to the Leased Premises, on the sidewalks adjacent thereto, or elsewhere on the exterior thereof; (c) to maintain the Leased Premises at its own expense in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests and to maintain a contract with a pest control company to regularly service the Leased Premises; (d) not to use, nor permit nor suffer the use of, any apparatus or instruments for musical or other sound reproductions or transmission or any business or mechanical machines in such manner that would be other than "background music" that the sounds emanating therefrom or caused thereby shall be audible beyond the interior of the Leased Premises; (e) not to receive with the exception of merchandise delivered through the front door by Tenant's customers and purchased by Tenant, or ship articles, fixtures, or merchandise of any kind other than from that portion of the Leased Premises which Landlord designates for such purposes; (f) not to store goods, wares or merchandise on the Leased Premises except for items which Tenant intends to offer for sale therein in the regular course of its business; (g) to use for office or clerical space in the Leased Premises only such space as is reasonably required for Tenant's business therein; (h) to keep clean all exterior surfaces of the Leased Premises; (i) to replace promptly any cracked or broken glass with glass of like color, kind, and quality; Q) to keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the Leased Premises; and (k) to properly vent and control any odors and not cause or permit objectionable odors to emanate or be dispelled from the Leased Premises. Tenant further agrees that it will not: (1) obstruct any driveway, corridor, footwalks or parking area, or any other common area; (m) use or permit the use of any objectionable advertising medium such as, without limitation, loudspeakers, phonographs, public address systems, sound amplifiers, reception or radio or television broadcasts within the Leased Premises, which is in any manner audible outside of the Leased Premises; (n) receive with the exception of merchandise delivered through the front door by Tenant's customers and purchased by Tenant, or ship articles of any kind outside the designated loading areas for the Leased Premises; (o) conduct or permit to be conducted any auction, fictitious fire sale, going-out-of-business sale or bankruptcy sale, or other similar type sale in or connected with the Leased Premises; (p) use or permit the use of any portion of the Leased Premises in a manner likely to injure the reputation of the Shopping Center or which will be in violation of any law; (q) place a load upon any floor which exceeds the floor load which the floor was designed to carry; (r) use the Leased Premises for any unlawful or illegal business, use or purpose, or for any business, use or purpose which is immoral or disreputable, or which is hazardous, or in such manner as to constitute a nuisance of any kind (public or private), or for any purpose or in any way in violation of the certificates of occupancy (or other similar approvals of applicable governmental authorities). CONDITION OF LEASED PREMISES 6. Tenant shall examine the Leased Premises prior to its occupancy thereof, and except for those defects set forth in writing, and delivered by certified mail - return receipt requested, by Tenant to Landlord within ten (10) days after its occupancy thereof, Tenant's occupancy of the Leased Premises shall constitute acceptance of the Leased Premises as complying with the requirements of Tenant and obligations of Landlord under this Lease, including, without limitation, the indoor air quality generally and the HVAC system. Tenant acknowledges that Landlord makes no representations or warranties concerning, and shall have no liability for, the condition, construction or code compliance of any alterations or improvements made to the Leased Premises, or any part thereof, by any prior tenants of the Leased Premises, or any part thereof. Tenant shall, during the lease term, keep the Leased Premises and the improvements and appurtenances therein in good order and condition, and at the expiration of the lease term, or at the sooner termination of this Lease as herein provided, deliver up the same in the same good order and condition as of the Commencement Date, reasonable wear and tear excepted, and Tenant shall remove all of its property therefrom prior to such termination. All personal property not removed by the Tenant from the Leased Premises within five (5) days after the earlier to occur of: (i) the expiration of the Lease Term; (ii) the termination of the Lease; or (iii) the date the Tenant abandons the Leased Premises or otherwise ceases to do business therein; will be conclusively presumed to have been abandoned by the Tenant and the Landlord, may at the Landlord's sole option, thereafter take possession of such property and either declare the same to be the property of the Landlord or, at the expense of the Tenant, dispose of such property in any manner and for whatever consideration the Landlord, in its sole discretion, deems advisable. Tenant shall not commit or suffer to be committed any waste upon the Leased Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the building. Tenant shall pay for all damage to the Leased Premises, its fixtures and appurtenances, as well as all damages sustained by Tenant or occupants of the building due to any waste, misuse or neglect of the Leased Premises, its fixtures and appurtenances, by Tenant, its employees or any other person or persons upon the Leased Premises by Tenant's permission. Tenant shall not place a load upon any floor of the Leased Premises exceeding the floor load per square foot area which such floor was designed to carry and which may be allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, telephone switchboards, files or other heavy equipment, and to prescribe the reinforcing necessary, if any, which in the opinion of Landlord may be required under the circumstances, such reinforcing to be at Tenant's sole expense. Business machines and mechanical equipment, if approved by Landlord in a separate written agreement between Landlord and Tenant, shall be placed and maintained by Tenant, or at Tenant's expense, in settings sufficient in Landlord's judgment to absorb and prevent vibration, noise, or annoyance and Tenant shall, at its expense, take such steps as Landlord may direct to remedy any such condition. MAINTENANCE 7.A. BY LANDLORD. Except as specifically set forth in this paragraph, Landlord shall have no obligation whatsoever to make any repairs to the Leased Premises other than to make repairs resulting from damage caused by the negligence, if any, of Landlord or its agents or employees. Landlord shall, at its sole cost, maintain and keep in good repair the roof, foundations and exterior walls (but excluding doors, windows, glass and the interior surface of any exterior walls) of the Leased Premises and the structural ceiling and structural columns of the Leased Premises and shall repair and maintain pipes and conduits located beyond the boundaries of the Leased Premises for the furnishing of various utilities (except to the extent that the same have been installed by Tenant); provided, however, that Landlord shall not be required to make any repairs necessitated by reason of any act or omission of Tenant, or its servants, employees, agents, invitees, customers, visitors, or licensees, or anyone claiming under Tenant, or caused by any alteration, addition or improvement made by Tenant or anyone claiming under Tenant, and if Landlord does make any such repairs, Tenant shall promptly upon demand reimburse to Landlord the cost thereof. Landlord shall have no liability i whatsoever to Tenant for failure to make repairs unless and until Tenant shall have given written notice to Landlord stating the need for such repairs, and Landlord shall have failed to commence and complete such repairs within a reasonable period of time following receipt of such written notice. Tenant hereby waives all rights that may be conferred by law permitting Tenant to make repairs at Landlord's expense. B. BY TENANT. Except as provided in Section 7.A. above, Tenant is responsible for the maintenance of the interior of the Leased Premises and the mechanical systems of the Leased Premises, including, but not limited to, air conditioning, heating, ventilating, sprinkler, plumbing, electrical, fire and safety systems, and shall provide Landlord with written confirmation annually that Tenant has secured the services of a qualified contractor to provide normal and preventive maintenance for such systems. UTILITIES 8. Tenant agrees to pay all charges promptly when due for all utility services rendered or furnished to the Leased Premises including, heating, water, (whether by meter or sub-meter), sewer service charge, metropolitan charges, gas and electricity, together with all taxes, levies or other charges on such utilities, and any and all special taxes which may be levied by the city or county where the Leased Premises are located, the State of Maryland or the United States of America for minor privileges or for anything placed or maintained on the Leased Premises by Tenant or for any other purpose or by reason of any other act, matter or thing occasioned by Tenant's occupancy of the Leased Premises. Landlord shall have the right to require Tenant to have a water meter installed at its own expense and thereafter pay for water use, water distribution and sewer service charges based upon its own water meter readings. If Tenant shall fail to pay promptly when due any such charges, or taxes, Landlord, at its option, may pay the same for Tenant's account, in which event Tenant shall immediately reimburse Landlord therefor upon Landlord's demand. This payment will include a minimal bookkeeping charge of one hundred dollars ($100.00) in addition to the aforementioned charges. If there are any supplemental H.V.A.C. systems, supplemental or backup generators, and/or other similar supplemental utility systems that are separate from the utility systems of the Property and that are used exclusively by Tenant (regardless of whether such systems were installed by Landlord or Tenant), Tenant shall maintain, in good order and repair, all such supplemental systems and shall pay all costs in connection with the operation, maintenance and repair thereof. ACCESS BY LANDLORD 9. Landlord shall retain duplicate keys to all of the doors of the Leased Premises, and Landlord and its agents shall have access to the Leased Premises at all reasonable hours in order to inspect, clean, make necessary repairs or conduct tests and investigations within the Leased Premises or in the Shopping Center. Landlord, its agents, servants and representatives, shall also have the right to enter the Leased Premises at all reasonable times for the purpose of making necessary repairs to any other portion of the Shopping Center adjacent to the Leased Premises which may require an entrance in the Leased Premises, provided, however, that it shall be done at such time or times and under such circumstances as to cause the least disturbance or interference with Tenant's occupancy of the Leased Premises. Landlord shall have the right to show the Leased Premises to prospective tenants at all times. SUBORDINATION AND ATTORNMENT 10.A. SUBORDINATION. Unless a Mortgagee (hereinafter defined) shall otherwise elect as provided in Section 10.6., Tenant's rights under this Lease are and shall remain subject and subordinate to the operation and effect of: (a) any lease of land only or of land and building in a sale-leaseback or lease-subleaseback transaction involving the Leased Premises or Landlord's interest therein or (b) any mortgage, deed of trust or other security instrument constituting a lien upon the Leased Premises or Landlord's interest therein, whether the same shall be in existence at the date hereof or created hereafter, any such lease, mortgage, deed of trust or other security instrument (a "Mortgage"), and the party or parties having the benefit of the same, whether as lessor, mortgagee, trustee or noteholder (a "Mortgagee") Tenant covenants and agrees that all of Tenant's rights hereunder are and shall be subject and subordinate to the lien of any Mortgage hereafter placed on the Leased Premises or any part thereof, and to any and all renewals, modifications, consolidations, replacements, extensions or substitutions of any Mortgage. Such subordination shall be automatic, without the execution of any further subordination agreement by Tenant. If, however, a written subordination agreement consistent with this provision is required by a Mortgagee from time to time, Tenant agrees to execute, acknowledge and deliver the same and in the event of failure to do so, Landlord may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge and deliver the same as the agent or attorney-in-fact of Tenant, and Tenant hereby irrevocably constitutes Landlord its attorney-in-fact for such purpose. B. MORTGAGEE'S UNILATERAL SUBORDINATION. If a Mortgagee shall so elect by notice to Tenant or by the recording of a unilateral declaration of subordination, this Lease and Tenant's rights hereunder shall be superior and prior to the rights under the Mortgage of which such Mortgagee has the benefit, with the same force and effect as if this Lease had been executed, delivered and recorded prior to the execution, delivery and recording of such Mortgage, subject, nevertheless, to such conditions as may be set forth in any such notice or declaration. C. ATTORNMENT. If any person shall succeed to all or part of Landlord's interest in the Leased Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise, and if so requested or required by such successor in interest, Tenant shall attorn to such successor in interest and shall execute such agreement in confirmation of such attornment as such successor in interest shall reasonably request. D. ESTOPPEL CERTIFICATES. Tenant shall, without charge, at any time and from time to time, within ten (10) days after receipt of request therefor by Landlord, execute, acknowledge and deliver to Landlord and to such Mortgagee or other party as may be designated by Landlord a written estoppel certificate in form and substance as may be requested from time to time by Landlord or any Mortgagee, certifying to Landlord, any Mortgagee, any purchaser of Landlord's interest in the Shopping Center and the Property, or any other person or entity designated by Landlord, as of the date of such estoppel certificate, the following: (a) whether Tenant is in possession of the Leased Premises; (b) whether this Lease is in full force and effect; (c) whether there are any amendments to this Lease, and if so, specifying such amendments; (d) whether there are any then-existing setoffs or defenses against the enforcement of any rights hereunder, and if so, specifying such matters in detail; (e) the dates, if any, to which any rent or other sums due hereunder have been paid in advance and the amount of any security deposit held by Landlord; (f) that Tenant has no knowledge of any then-existing defaults of Landlord under this Lease, or if there are such defaults, specifying them in detail; (g) that Tenant has no knowledge of any event having occurred that authorizes the termination of this Lease by Tenant, or if such event has occurred specifying it in detail; (h) the address to which notices to Tenant under this Lease should be sent; and (i) any and all other matters requested by Landlord. Any such estoppel certificate may be relied upon by any Mortgagee and/or any other person or entity to whom it is directed or by any other person or entity who could reasonably be expected to rely on it in the normal course of business. The failure of Tenant to execute, acknowledge and deliver such a certificate in accordance with this Section 10.D. within ten (10) days after a request therefor by Landlord shall constitute an acknowledgment by Tenant, which may be relied on by any person or entity who would be entitled to rely upon any such certificate, that such certificate as submitted by Landlord to Tenant is true and correct, and Landlord is hereby authorized to so certify. ASSIGNMENT AND SUBLETTING 11. Tenant agrees for itself and its permitted successors and assigns in interest hereunder that it will not (i) assign or otherwise transfer, mortgage or otherwise encumber this Lease or any of its rights hereunder; (ii) sublet the Leased Premises or any part thereof or permit the occupancy or use of the Leased Premises or any part thereof by any person other than Tenant; and/or (iii) permit the assignment or other transfer of this Lease or any of Tenant's rights hereunder by operation of law (each of the events referred to in the foregoing clauses (i), (ii) and (iii) being hereinafter referred to as a "Transfer"), without the prior written consent of Landlord in each instance first obtained, which consent may be given or withheld in Landlord's sole discretion, and any consent given shall not constitute a consent to any subsequent Transfer. Any attempted Transfer without Landlord's consent shall be null and void and shall not confer any rights upon any purported transferee, assignee, mortgagee, sublessee, or occupant. No Transfer, regardless of whether Landlord's consent has been granted or withheld, shall be deemed to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person guaranteeing the obligations of Tenant hereunder. A Transfer shall be deemed to include any Transfer by sale, assignment, bequest, inheritance, operation of law, or other disposition of partnership interests or corporate shares or assets. Notwithstanding anything contained herein to the contrary, Landlord shall not be required to consider or review any Transfer request unless each such request by Tenant is accompanied by a nonrefundable fee payable to Landlord in the amount of One Thousand and 00/100 Dollars ($1,000.00) to cover Landlord's administrative, legal and other costs and expenses incurred in processing each of Tenant's Transfer requests. Neither Tenant's payment nor Landlord's acceptance of such a fee shall be construed to impose any obligation whatsoever upon Landlord to consent to Tenant's Transfer request. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to a sublet or assignment of this Lease by Tenant provided that: (a) Tenant shall provide Landlord with reasonable financial information for Landlord to determine, in its reasonable discretion, whether such entity has a financial capacity and net worth sufficient to comply with the terms of this Lease; (b) such proposed subtenant or assignee shall continue to use the Leased Premises for general retail use; (c) Landlord determines that the nature of the proposed subtenant's or assignee's business is appropriate forthe Property; (d) such business shall not interfere with any existing exclusive uses within the Property; (e) Tenant is not in default under any terms, covenants, or conditions of this Lease at the time the sublet or assignment is requested or consummated; and (f) such proposed sublet or assignment will not, in Landlord's reasonable determination, result in a significantly increased demand for parking spaces at the Property. Other than as specifically provided in this section, Tenant shall not encumber this Lease in any way nor shall Tenant assign, or permit the assignment of, any of its rights under this Lease. Consent by Landlord to any assignment or subletting shall not be deemed to release Tenant from any of its obligations hereunder or to alter, impair or release the obligations of any person or entity guaranteeing the obligations of Tenant hereunder. IMPROVEMENTS 12. Landlord, at it sole expense, shall provide the following improvements to the Leased Premises: Removal of those walls and items identified on exhibit "B" which is attached hereto; Acoustical tile drop ceiling with new tiles and with 2'x 4' flourescent light fixtures (1 per 80 square feet); ADA approved restroom located overtop the existing sewer and water rough-in; • Use of pylon sign based upon availability; • One stock wail with door to create storage area as identified on exhibit "C" which is attached hereto; • Walls taped, spackled and sanded; • Standard HVAC and electrical power to power pole. Tenant shall not make any alterations, decorations, installations, additions or improvements to the Leased Premises, including but not limited to, the installation of any fixtures, amenities, equipment, appliances, or other apparatus, without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion. Notwithstanding anything contained herein to the contrary, Landlord's consent to any alterations, decorations, installations, additions or improvements to the Leased Premises, or Landlord's approval of any plans, specifications, working drawings or other documentation thereof, shall create no responsibility or liability on the part of Landlord for the completeness, sufficiency or compliance of such with any applicable laws, rules, regulations, guidelines and requirements of governmental and quasi-governmental entities, agencies or authorities. All of the foregoing, except movable office furniture put in at the expense of Tenant, shall be the property of Landlord and shall remain upon and be surrendered with the Leased Premises at the termination of this Lease without molestation or injury. Landlord shall have the right to require Tenant to remove, at the expiration of the lease term at Tenant's sole cost and expense, any and all improvements made by Tenant, and Tenant shall be required to repair any damage to the Leased Premises due to such removal. DAMAGE TO LEASED PREMISES 13.A. LANDLORD'S OBLIGATION TO REPAIR AND RECONSTRUCT. If the Leased Premises shall be damaged by fire, the elements, accident or other casualty (any of such causes being referred to herein as a "Casualty"), but the Leased Premises shall not be thereby rendered wholly or partially untenantable, Landlord shall promptly (due allowance being made for delay which may arise by reason of adjustment of loss under insurance policies and for reasonable delays due to causes beyond Landlord's control such as strikes, weather, acts of God, etc.) cause such damage to be repaired and there shall be no abatement of rent, if, as the result of A Casualty, the Leased Premises shall be rendered wholly or partially untenantable, then, subject to the provisions of Section 13.B., Landlord shall cause such damage to be repaired and all rent, except for that rent due Landlord by reason of Tenant's failure to perform any of its obligations hereunder, shall be abated proportionately as to the portion of the Leased Premises rendered untenantable during the period of such untenantability. Such repairs shall be made at the expense of Landlord. Landlord shall not be liable for interruption to Tenant's business or for damage to, or replacement or repair of, Tenant's personal property (including, without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of this Lease) or to any leasehold improvements installed in the Leased Premises by or on behalf of Tenant or otherwise, all of which damage, replacement or repair shall be undertaken and completed by Tenant promptly. B. LANDLORD'S OPTION TO TERMINATE THIS LEASE. If the Leased Premises are (1) rendered wholly untenantable, (2) damaged as a result of any cause which is not covered by Landlord's insurance or (3) damaged or destroyed in whole or in part during the last one (1) year of the lease term, or, if in the opinion of Landlord, the Shopping Center is totally or substantially damaged or destroyed and Landlord elects not to rebuild same, then, in any of such events, Landlord may elect to terminate this Lease by giving to Tenant notice of such election within ninety (90) days after the occurrence of such event. If such notice is given, the rights and obligations of the parties shall cease as of the date of such notice, and rent (other than any Additional Rent due Landlord by reason of Tenant's failure to perform any of its obligations hereunder) shall be adjusted as of the date of such termination. C. INSURANCE PROCEEDS. If Landlord does not elect to terminate this Lease pursuant to Section 13.B., Landlord shall, subject to the prior rights of any Mortgagee, disburse and apply any insurance proceeds received by Landlord to the restoration and rebuilding of the Leased Premises in accordance with Section 13.A. hereof. All insurance proceeds payable with respect to the Leased Premises shall belong to and shall be payable to Landlord. If the Leased Premises are totally destroyed, or are rendered substantially or wholly untenantabie by fire or other cause, or if proceeds from hazard insurance are unavailable or not sufficient to make repairs, and Landlord shall in such circumstances decide not to restore or rebuild the same, or it the Shopping Center shall be so damaged that Landlord shall decide for the time being not to restore or rebuild the same, whether or not the Leased Premises are affected thereby, then and in any of such events Landlord may, without any liability to Tenant, within ninety (90) days after such fire or other cause give Tenant notice in writing of such decision, and thereon the term of this Lease shall expire, and Tenant shall vacate the Leased Premises and surrender the same to Landlord without prejudice to any and all claims Landlord may have against Tenant for accrued and unpaid rent to the date of such expiration. If Landlord shall decide to restore or rebuild the Leased Premises, as the case may be, Tenant's liability for rent shall temporarily cease as of the day on which the damage or destruction occurred and shall only recommence as of the day the Leased Premises shall be made available for reoccupancy by Tenant. CONDEMNATION 14. If the whole or any part of the Leased Premises shall be taken under the power of eminent domain, then this Lease shall terminate as to the part so taken on the day when Tenant is required to yield possession thereof, and Landlord shall (subject to Landlord's right to terminate described below) make such repairs and alterations as may be necessary in order to restore the part not taken to useful condition. Upon such taking, the rent shall be reduced proportionately by the portion of the Leased Premises so taken. If the amount of the Leased Premises so taken is such as to substantially impair the usefulness of the Leased Premises for the purposes for which the same are hereby leased, then either party shall have the right to terminate this Lease as of the date when Tenant is required to yield possession. The compensation awarded for such taking, both as to Landlord's reversionary interest and 7 Tenant's interest under this Lease, shall belong to and be the sole property of Landlord. Tenant shall have no claim against Landlord nor be entitled to any award or damages other than an abatement of the rent beyond the termination date and compensation paid, if any, for moving expenses and/or cost of removal of stock and/or trade fixtures. The foregoing notwithstanding, Tenant shall not be precluded from maintaining its own action against the condemning authority for compensation for loss of good will. In addition, Landlord shall have the right to terminate this Lease in the event any taking by condemnation materially impairs the economic viability of the Shopping Center or the Property, in Landlord's sole discretion, regardless of the effect of any such taking on the Leased Premises. INDEMNITY AND INSURANCE 15.A. INDEMNITY BY TENANT. To the extent permitted bylaw and subject to Section 15.H., Tenant shall and does hereby agree to indemnify, hold harmless and defend Landlord, and their respective tenants and subtenants, from and against any and all claims, actions, damages, liabilities and expenses, including attorneys' and other professional fees, in connection with loss of life, personal injury and/or damage to property arising from or out of the occupancy or use by Tenant of the Leased Premises or any part thereof or any other part of the Leased Premises, occasioned wholly or in part by any actor omission of Tenant, its officers, agents, invitees, contractors or employees. B. LANDLORD NOT RESPONSIBLE FOR ACTS OF OTHERS. Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage which may be occasioned by or through the acts or omissions of persons occupying space adjoining the Leased Premises or any part of the premises adjacent to or connecting with the Leased Premises or any other part of the Shopping Center or the Property, or otherwise, or for any loss or damage resulting to Tenant, or those claiming by, through or under Tenant, or its or their property, from the breaking, bursting, stoppage or leaking of electrical cable and wires, or water, gas, sewer or steam pipes. To the maximum extent permitted by law, Tenant agrees to use and occupy the Leased Premises, and to use such other portions of the Shopping Center and the Property as Tenant is herein given the right to use, at Tenant's own risk. C. POLICY REQUIREMENTS. The company or companies writing any insurance which Tenant is required to carry and maintain or cause to be carried or maintained pursuant to Section 15.D., as well as the form of such insurance, shall at all times be subject to Landlord's approval and any such company or companies shall be licensed to do business in the State of Maryland. Public liability and special form insurance policies evidencing such insurance shall name Landlord and/or its designee(s) as additional insured, shall be primary and non-contributory, and shall also contain a provision by which the insurer agrees that such policy shall not be canceled, materially changed or not renewed without at least thirty (30) days advance notice to Landlord, c/o Hill Management Services, Inc., 9640 Deereco Road, Timonium, Maryland 21093, by certified mail - return receipt requested, or its designee. None of the insurance which Tenant is required to carry and maintain or cause to be carried or maintained pursuant to Sections 15.D. and 15.E. shall contain any deductible provisions except to the extent approved by Landlord. Each such policy, or a certificate thereof, shall be deposited with Landlord by Tenant promptly upon commencement of Tenant's obligation to procure the same. If Tenant shall fail to perform any of its obligations under Sections 15.13. or 15.E., Landlord may perform the same and the cost of same shall be deemed Additional Rent and shall be payable upon Landlord's demand D. TENANT'S INSURANCE. At all times after the Leased Premises are released to Tenant for construction of its improvements, Tenant shall carry and maintain, at its sole expense: (1) commercial general liability insurance, including insurance against assumed or contractual liability under this Lease against any liability arising out of the ownership, use, occupancy or maintenance of the Leased Premises and all areas appurtenant thereto, to afford protection with limits of not less than: $2,000,000 General Aggregate $1,000,000 Products/Completed Operation $1,000,000 Per Occurrence $1,000,000 Personal/Advertising Injury $10,000 Medical Payments $150,000 Fire Legal (2) special form property insurance, including replacement cost endorsement, covering the value of the leasehold improvements made by Tenant to the Leased Premises and the value of Tenant's personal property in the Leased Premises (including without limitation, inventory, trade fixtures, floor coverings, furniture and other property removable by Tenant under the provisions of this Lease) and all leasehold improvements installed in the Leased Premises by or on behalf of Tenant or otherwise; (3) if applicable: liquor liability or dram shop insurance of not less than $3,000,000 per occurrence or in greater amounts as Landlord may from time to time reasonably require. A commercial umbrella policy may be used to obtain required limit, covering Tenant's activities in connection with the dispensing of alcoholic beverages, including strict liability coverage and coverage for acts in violation of any laws, rules or ordinances with regard to same activity; (4) worker's compensation or similar insurance in form and amounts required by law; and (5) commercial auto limit of $500,000.00. E. TENANT'S CONTRACTOR'S INSURANCE. Tenant shall require any contractor of Tenant performing work 8 on the Leased Premises to carry and maintain, at no expense to Landlord: (1) commercial general liability with limits of not less than: $2,000,000 General Aggregate $1,000,000 Products/Completed Operation $1,000,000 Per Occurrence $1,000,000 Personal/Advertising Injury $10,000 Medical Payments $150,000 Fire Legal or such reasonable levels as Landlord deems appropriate and approves, (2) comprehensive automobile liability insurance with limits for each occurrence of not less than $1,000,000 combined single limit property damage, or such reasonable levels as Landlord deems appropriate and approves; and (3) worker's compensation or similar insurance in form and amounts required by law, F. INCREASE IN INSURANCE PREMIUMS. Tenant will not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Leased Premises which will violate Landlord's policies of hazard or liability insurance or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything done, omitted to be done or suffered by Tenant to be kept in, upon or about the Leased Premises shall cause the rate of fire or other insurance on the Leased Premises or on other property of Landlord or of others within the Shopping Center to be increased beyond the minimum rate from time to time applicable to the Leased Premises or to any such property forthe use or uses made thereof, Tenant will pay, as Additional Rent, the amount of any such increase upon Landlord's demand. G. TENANT TO PAY PROPORTIONATE SHARE OF INSURANCE COSTS. In each rent year, Tenant will pay Landlord, as Additional Rent, Tenant's Proportionate Share of Landlord's cost of insurance for the Shopping Center and the Property. H. WAIVER OF RIGHT OF RECOVERY. Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant waive all rights to recover against each other or against any other tenant or occupant of the Shopping Center, oragainst officers, directors, shareholders, partners, jointventures, employees, agents, customers or invitees of the Shopping Center, for any loss, damage or expense arising from any cause (even if such loss, damage or expense is the result of the negligence of such party, its invitees, agents or employees) covered by any insurance actually carried by each of them. Neither Landlord nor Tenant shall be liable to each other or any insurance company (by way of subrogation or otherwise) which insured any such losses, damages or expenses. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all policies of insurance carried in connection with the Property, the Shopping Center or the Leased Premises or the contents of either of them, and Tenant shall deliver to Landlord (within a reasonable period of time after a written request for the same) adequate written proof (for example, a policy and certificate of insurance with attached endorsement of the issuance of the foregoing). If Landlord or Tenant uses reasonable efforts to obtain a waiverof subrogation endorsement on a policyof insurance, but is nevertheless unable to obtain such endorsement, then the failure to obtain such endorsement shall not be a default under this Lease. However, if any such failure to obtain the endorsement shall be due to the waiver of the right of recovery as stated herein, then such waiver shall not be deemed to have been given by such party. LANDLORD'S LIABILITY 16. Landlord shall not be liable for any damage to property placed in the custody of its employees, nor for the loss of any property by theft or otherwise. Landlord shall not be liable for damage or injury to person or property unless notice in writing of any defect (which Landlord has under the terms of this Lease the duty to correct) alleged to have caused such damage or injury shall have been given to Landlord a sufficient time before the occurrence of such damage or injury to have reasonably enabled Landlord to correct such defect, and even then only if such damage or injury is due to Landlord's negligence; nor shall Landlord or its agents be liable for interference with the light, air or other incorporeal hereditaments; nor shall Landlord be liable for any latent defect in the Leased Premises; nor shall Landlord be liable for the negligence or willful misconduct of any other tenant or occupant. Landlord shall in no event be liable to Tenant, its agents, employees, contractors, customers or other visitors for any injury or damage to persons or property resulting from falling sheetrock or ceiling tiles, steam, gas, electricity, water, rain, snow, or dampness which may leak or issue from or through any part of the Leased Premises, or from pipes, appliances or plumbing, or from sewers, or the street, or subsurface, or from any other place by dampness or other cause of whatsoever nature and Tenant shall defend and indemnify Landlord from any claim of liability from which Landlord is hereby exonerated. USE OF THE COMMON FACILITIES 17. Tenant shall abide by all rules and regulations promulgated by Landlord with respect to the use of the common facilities in and upon the Shopping Center and the Property and will not obstruct or block driveways applicable to any other stores at the Shopping Center, and will not use, or cause to be used, the aforesaid driveways for the parking of automobiles, but will use the same, and permit their use, only for the delivery of merchandise as expeditiously as possible, and will not cause nor permit, the unnecessary blocking or obstruction of the driveways or interfere with access to any of the other stores in the Shopping Center. With the exception of merchandise delivered through the front door by Tenant's customers and purchased by Tenant, Tenant agrees that no delivery or handling of merchandise shall take place in the front entrance of the Leased Premises. During the term of this Lease, customers of Tenant will be entitled to the non-exclusive use, but in common with others, of the driveways, footways and parking areas shown on Exhibit A attached hereto (subject to the right of Landlord to rearrange such stores, driveways, footways, and parking areas as herein provided) provided that such use shall be subject to such rules and regulations as Landlord may, from time to time, prescribe governing the same; and provided that Landlord shall at all times have full and exclusive control, management and direction of such driveways, footways, and parking areas. Landlord shall also have the right to police the same; to restrict parking by Tenant, its agents and employees; to designate employee parking areas; to establish and enforce parking charges (by meters or otherwise) with appropriate provisions for free parking ticket validation by Tenant; to close temporarily all or any portion of the parking areas or facilities as may be required for proper maintenance and/or repair; to discourage non-customer parking; and to do and perform such other acts in and to such areas as in the use of its business judgement, Landlord shall determine to be advisable in order to improve or make more convenient the use thereof by tenants, their officers, agents, invitees, employees and customers. Landlord may from time to time change the location, layout and arrangement of the parking areas, driveways, structures or improvements of any kind, including but not limited to, additions to any building erected on the Property; provided that, there shall at all times be a ratio of at least three square feet of parking area (including driveways and footways) for each square foot of ground floor selling area in the Property, unless such ratio shall be reduced to less than three to one as a result of a taking under the power of eminent domain or a sale under threat thereof of a portion of the parking area as herein defined. SIGNS 18. Tenant covenants that it will not erect, display or maintain or permit to be erected, displayed or maintained, any signs, or lights on the exterior of the Leased Premises without securing the prior written approval of Landlord, and further, that it will not erect, display or maintain any illuminated sign or signs or lights in or about the show window or front of the Leased Premises which shall be visible to the exterior without first securing the prior written approval of Landlord. All sign permits if required by the governing municipalities, must be acquired by Tenant at Tenant's expense, prior to erection of any sign. Upon termination of this Lease, Tenant shall pay for the costs of removing any such signs and for any damage to the Leased Premises caused thereby. Landlord reserves the right to establish, at any time, sign specifications for the design and construction of Tenant signage. Such specifications maybe changed at the discretion of Landlord. "Signs" shall include all signs, designs, monuments, canopies, poles, logos, banners, projected images, pennants, decals, advertisements, pictures, notices, lettering, numerals, graphics, or decoration. COVENANT TO SURRENDER AND HOLDING OVER 19. This Lease and the tenancy hereby created shall cease and terminate at the end of the Initial Lease Term or at the expiration of any renewal period(s), without the necessity of any notice of termination from either Landlord or Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be entitled to the benefit of any law respecting summary recovery of possession of the Leased Premises from a tenant holding over to the same extent as if statutory notice were given. For the period of six (6) months prior to the expiration of the Initial Lease Term or any renewal period, respectively, Landlord shall have the right to display on the exterior of the Leased Premises the customary "For Rent" sign, and during such period Landlord may show the Leased Premises and all parts thereof to prospective tenants during normal business hours. If Tenant holds possession of the Leased Premises after the expiration or sooner termination of this Lease for any reason, Tenant shall pay Landlord at double the highest monthly rent installment reserved in this Lease, to include Additional Rent, for such period, but such payment of rent shall not create any lease arrangement whatsoever between Landlord and Tenant. During such period, Landlord shall retain all of Landlord's rights under this Lease and shall be entitled to the benefit of any law respecting summary recovery of possession of leased premises from a tenant holding over. DEFAULT AND REMEDIES 20.A. "EVENT OF DEFAULT" DEFINED. Any one or more of the following events shall constitute an "Event of Default": (1) the sale of Tenant's interest in the Leased Premises under attachment, execution or similar legal process or, if Tenant is adjudicated to be bankrupt or insolvent and such adjudication is not vacated within ten (10) days; (2) the filing of a voluntary or involuntary petition proposing the adjudication of Tenant or any guarantor of Tenant's obligations hereunder as a bankrupt or insolvent, or the reorganization of Tenant or any such guarantor, or an arrangement by Tenant or any such guarantor with its creditors, whether pursuant to the United States Bankruptcy Act or any similar federal or state proceedings, unless such petition is filed by a party other than Tenant or any such guarantor and is withdrawn or dismissed within thirty (30) days after the date of filing; (3) the admission in writing by Tenant or any such guarantor of its inability to pay its debts when due; (4) the appointment of a receiver or trustee for the business or property of Tenant or any such guarantor, unless such appointment shall be vacated within ten (10) days of its entry; (5) the making by Tenant or any such guarantor of an assignment for the benefit of its creditors, or if in any other manner Tenant's interest in this Lease shall pass to another by operation of law; 10 (6) the failure of Tenant to pay any rent or other sum of money within five (5) days after the same is due hereunder; (7) default by Tenant in the performance or observance of any covenant or agreement of this Lease (other than a default involving the payment of money), which default is not cured within ten (10) days after the giving of notice thereof by Landlord, unless such default is of such nature that it cannot be cured within such ten (10) day period, in which case no Event of Default shall occur so long as Tenant shall commence the curing of the default within such ten (10) day period and shall thereafter diligently prosecute the curing of same; provided, however, if Tenant shall default in the performance of any such covenant or agreement of this Lease two (2) or more times in any twelve (12) month period, then, notwithstanding that such defaults have each been cured by Tenant, any further similar default shall be deemed an Event of Default without the ability for cure; (8) the vacating or abandonment of the Leased Premises by Tenant at any time during the lease term; and (9) the occurrence of any other event described as constituting a default elsewhere in this Lease. B. REMEDIES. Upon the occurrence of an Event of Default, Landlord, without notice to Tenant in any instance (except where expressly provided for below) may do any one or more of the following; (1) sell at public or private sale all or any part of the goods, chattels, fixtures and other personal property belonging to Tenant which are or may be put into the Leased Premises during the lease term, whether exempt or not from sale under execution or attachment (it being agreed that said property shall at all times be bound with a lien in favor of Landlord and shall be chargeable for all rent for the fulfillment of the other covenants and agreements herein contained) and apply the proceeds of such sale, first, to the payment of all costs and expenses of conducting the sale or caring for or storing said property (including all attorneys' fees), second, toward the payment of any indebtedness, including (without limitation) indebtedness for rent, which may be or may become due from Tenant to Landlord, and third, to pay Tenant, on demand in writing, any surplus remaining after all indebtedness of Tenant to Landlord has been fully paid; (2) perform, on behalf and at the expense of Tenant, any obligation of Tenant under this Lease which Tenant has failed to perform and of which Landlord shall have given Tenant notice, the cost of which performance by Landlord, together with interest thereon at the Default Rate from the date of such expenditure, shall be deemed Additional Rent and shall be payable by Tenant to Landlord upon demand. Notwithstanding the provisions of this clause (2) and regardless of whether an Event of Default shall have occurred, Landlord may exercise the remedy described in this clause (2) without any notice to Tenant if Landlord, in its good faith judgment, believes it would be materially injured by failure to take rapid action or if the unperformed obligation of Tenant constitutes an emergency; (3) elect to terminate this Lease and the tenancy created hereby by giving notice of such election to Tenant without any right on the part of Tenant to save the forfeiture by payment of any sum due or by other performance of condition, term, agreement or covenant broken, or elect to terminate Tenant's possessory rights and all other rights of Tenant without terminating this Lease, and in either event, at any time thereafter without notice or demand and without any liability whatsoever, re-enterthe Leased Premises byforce, summary proceedings or otherwise, and remove Tenant and all other persons and property from the Leased Premises, and store such property in a public warehouse or elsewhere at the cost and for the account of Tenant without resort to legal process and without Landlord being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby; (4) accelerate all basic rent, Additional Rent and other sums of money due hereunder; and (5) exercise any other legal or equitable right or remedy (including, but not limited to, obtaining injunctive relief) which it may have. Any costs and expenses incurred by Landlord (including, without limitation, reasonable attorneys' fees) in enforcing any of its rights or remedies under this Lease shall be deemed to be Additional Rent and shall be repaid to Landlord by Tenant upon demand. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption which Tenant may have under any current or future laws in the event Tenant is evicted or dispossessed for any reason. Notwithstanding anything to the contrary provided by this Lease, Landlord agrees that upon an Event of Default for any reason, and before terminating this Lease, Landlord shall immediately send written notice of Tenant' default to Kid to Kid Franchise System, Inc., ("Franchisor"), 406 W. South Jordan Parkway, Suite 160, South Jordon, Utah 84095 or to any other such address Franchisor shall communicate in writing to Landlord, and shall rpovide Franchisor the opportunity to assume Tenant's rights and obligations under the Lease. If Franchisor decides to assume Tenant's rights and obligations under the Lease, it shall, within seven (7) days after receipt of notice from Landlord, cure any monetary defaults and commence the process to cure any non-monetary defaults and diligently prosecute the curing of same. 11 . . I, - , C. DAMAGES. If this Lease is terminated by Landlord pursuant to Section 20.B., Tenant nevertheless shall remain liable for any rent and damages which may be due or sustained prior to such termination, all reasonable costs, fees and expenses including, but not limited to, reasonable attorneys' fees, costs and expenses incurred by Landlord in pursuit of its remedies hereunder, or in renting the Leased Premises to others from time to time (all such rent, damages, costs, fees and expenses being referred to herein as "Termination Damages"), additional damages which shall be that amount equal to all rent and Additional Rent due for the balance of the lease term (the "Liquidated Damages"), and all consequential damages to Landlord for Tenant's failure to surrender the Leased Premises in accordance with the provisions of this Lease (and this clause shall survive the termination of this Lease). Provided Landlord obtains a final moneyjudgment against Tenant for the Termination Damages and the Liquidated Damages, if Landlord relets the Leased Premises prior to the expiration of the lease term, all Rent which would have been collected by Landlord from Tenant now paid by a new tenant will be credited against such judgment. If this Lease is terminated pursuant to Section 20.B., Landlord may relet the Leased Premises or any part thereof, alone or together with other premises, for such term(s) (which may be greater or less than the period which otherwise would have constituted the balance of the lease term) and on such terms and conditions (which may include concessions or free rent and alterations of the Leased Premises) as Landlord, in its sole discretion, may determine, but Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet the Leased Premises or any failure by Landlord to collect any rent due upon such reletting. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain, in proceedings for the termination of this Lease by reason of bankruptcy or insolvency, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to above. The failure or refusal of Landlord to relet the Leased Premises or any part or parts thereof shall not release or affect Tenant's liability for damages. D. REMEDIES IN EVENT OF BANKRUPTCY OR OTHER PROCEEDING. (1) Anything contained herein to the contrary notwithstanding, if termination of this Lease shall be stayed by order of any court having jurisdiction over any proceeding described in clauses (1) through (5) of Subsection 20.A., or byfederal or state statute, then, following the expiration of any such stay, or if Tenant or Tenant as debtor-in-possession or the trustee appointed in any such proceeding (being collectively referred to as "Tenant" only for the purposes of paragraphs (1) and (2) of this Section 20.D.) shall fail to assume Tenant's obligations under this Lease within the period prescribed therefor by law or within fifteen (15) days after entry of the order for relief or as may be allowed by the court, or if Tenant shall fail to provide adequate protection of Landlord's right, title and interest in and to the Leased Premises or adequate assurance of the complete and continuous future performance of Tenant's obligations under this Lease, Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on fifteen (15) days prior notice to Tenant and upon the expiration of said fifteen (15) day period this Lease shall cease and expire as aforesaid and Tenant shall immediately quit and surrender the Leased Premises as aforesaid. Upon the termination of this Lease as provided above, Landlord, without notice, may re-enter and repossess the Leased Premises using such force for that purpose as may be necessary without being liable to indictment, prosecution or damages therefor and may dispossess Tenant by summary proceedings or otherwise. (2) Forthe purposes of the preceding paragraph (1), adequate protection of Landlord's right, title and interest in and to the Leased Premises, and adequate assurance of the complete and continuous future performance of Tenant's obligations under this Lease, shall include, without limitation, the following requirements: (a) that Tenant pay to Landlord, on the first day of each month occurring subsequent to the entry of such order, or the effective date of such stay, a sum equal to the amount by which the Leased Premises diminished in value during the immediately preceding monthly period, but, in no event, an amount which is less than the aggregate rent payable for such monthly period; (b) that Landlord be permitted to supervise the performance of Tenant's obligations under this Lease, including but not limited to keeping all insurances in full force and effect; (c) that Tenant pay to Landlord within fifteen (15) days after entry of such order or the effective date of such stay, as partial adequate protection against future diminution in value of the Leased Premises and adequate assurance of the complete and continuous future performance of Tenant's obligations under this Lease, an additional security deposit in an amount acceptable to Landlord; (d) that Tenant has and will continue to have unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease; and (e) that if Tenant assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C. 365, or as the same may be amended) to any person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to such court having competent jurisdiction over Tenant's estate, then notice of such proposed assignment, setting forth (i) the name and address of such person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such person's future performance under this Lease, including, without limitation, the assurances referred to in Title 11 U.S.C. 365(b)(3), or as the same may be amended, shall be given to Landlord by Tenant no later than fifteen (15) days after receipt by Tenant of such offer, but in any event no later than fifteen (15) days prior to the date that Tenant shall make application to such court for authority and approval to enter into such assignment and 12 assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to Tenant given at any time prior to the effective date of such proposed assignment, to accept, or to cause Landlord's designee to accept, an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person less any brokerage commissions which may be payable out of the consideration to be paid by such person for the assignment of this Lease. MECHANICS' LIENS 21. No work performed by Tenant pursuant to this Lease, whether in the nature of erection, construction, alteration, or repair, shall be deemed to be done at the direction of or for the immediate use and benefit of Landlord. No mechanic's or other lien shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve the Leased Premises. Tenant shall pay promptly all persons furnishing labor or materials with respect to any work performed by Tenant or its contractor on or about the Leased Premises. In the event any mechanic's or other lien shall at any time be filed against the Leased Premises by reason of work, labor, services or materials performed or furnished, or alleged to have been performed or furnished to Tenant or to anyone holding the Leased Premises through or under Tenant, or if Landlord or Tenant shall receive a written notice of any intent to file a lien, Tenant shall cause the same to be discharged of record or bonded to the satisfaction of Landlord. If Tenant shall fail to cause such lien to be so discharged or bonded after being notified of the filing thereto or the intent to file such lien, then, in addition to any other right or remedy of Landlord, Landlord may bond or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord including reasonable attorneys' fees incurred by Landlord, either in defending against such lien or in procuring the bonding or discharge of such lien, together with interest thereon at the Default Rate, shall be due and payable by Tenant to Landlord upon demand as Additional Rent. LEASEHOLDIMPROVEMENTS 22. All leasehold improvements installed in the Leased Premises and either permanently affixed or initially paid for by Landlord shall remain the property of Landlord and shall not be removed by Tenant at any time, including upon the expiration of the lease term. If Tenant is in default hereunder, Landlord shall have the benefit of any applicable lien on Tenant's property located in or on the Leased Premises as may be permitted under the laws of Maryland and in the event such lien is asserted by Landlord in any manner or by operation of law, Tenant shall not remove or permit the removal of said property until the lien has been removed and all defaults have been cured. If Tenant is in default, Landlord shall also be entitled to pursue such remedies and institute such actions and proceedings as are permitted by law. Landlord shall be entitled to require that Tenant execute such recordable documents as Landlord may request for the purpose of notifying all suppliers of labor and/or materials to Tenant that any such supplier of labor and/or materials to Tenant shall have no lien whatsoever in, on, or against the Property, or the improvements thereon. BROKERS' 23. Landlord and Tenant acknowledge, represent and warrant each to the other that no broker or real estate agent brought about or was involved in the making of this Lease and that no brokerage fee or commission is due to any other party as a result of the execution of this Lease. Each of the parties hereto agrees to indemnify and hold harmless the other against any claim by any broker, agent or finder based upon the execution of this Lease and predicated upon a breach of the above representation and warranty. COMPLIANCE WITH LAWS 24. Tenant, at its sole expense, shall promptly observe and comply with, whether now in force or which may hereafter be in force, all federal, state and local laws, orders, rules, requirements and regulations, and of any and all governmental authorities or agencies and of any board off ire underwriters or other similar organization respecting the Leased Premises and the manner in which the Leased Premises are or should be used, occupied and maintained by Tenant; provided, however, that Landlord and not Tenant shall make all structural changes and correct all structural defects in the Leased Premises necessary to comply with requirements of law, and make all repairs, changes or alterations necessary because the Leased Premises (but excluding any additions or improvements constructed by Tenant) were not constructed in compliance with any of said statutes, ordinances, laws, orders, regulations, or requirements. All licenses, fees, and charges arising out of Tenant's use of the Leased Premises and all charges for minor privileges occasioned by the occupancy of Tenant shall be the responsibility of Tenant. Tenant, at its sole expense, shall comply with all requirements of (i) the Americans with Disabilities Act of 1990 and with all rules, regulations and guidelines thereto, as the same are in effect on the date hereof and may hereafter be amended, modified or supplemented (collectively the "ADA"), (ii) the Maryland State Human Relations Commission Act (the "SHRCA") and (iii) any other similar laws, rules or regulations, as they relate to the Leased Premises and the conduct of Tenant's business therein. Any and all alterations, additions and improvements required or permitted to be made by Tenant pursuant to the terms of this Lease (collectively the "Alterations") shall be subject to the requirements of this Section 24. Notwithstanding anything to the contrary, if the Alterations or Tenant's use and occupancy of the Leased Premises, necessitate any alterations or improvements to any other parts of the Shopping Center or the Property outside the Leased Premises, Tenant shall pay the full cost of such alterations or improvements promptly upon demand by Landlord. Tenant shall indemnify, defend and hold harmless Landlord from any and all lawsuits, actions, claims, losses, damages, costs and expenses (including court costs and reasonable attorneys' fees) incurred by Landlord as a result of Tenant's failure to comply with any provisions of this Section 24. If Tenant fails to comply with its obligations hereunder, Landlord shall have the right, in its sole discretion, to do or 13 cause to be done any and all work necessary to comply with same, and Tenant shall pay the cost thereof as Additional Rent. Tenant shall pay such Additional Rent within ten (10) days after receipt of a bill from Landlord. Within ten (10) days after receipt, Tenant shall provide Landlord with copies of any notices alleging violation of the ADA relating to any portion of the Leased Premises; any claims made or threatened in writing regarding non- compliance with the ADA and relating to any portion of the Leased Premises; or any governmental or regulatory actions or investigations instituted or threatened regarding non-compliance with the ADA and relating to any portion of the Leased Premises. Landlord represents and warrants, to the best of its knowledge without inquiry or investigation, that the Leased Premises upon the Commencement Date of this Lease, is in compliance with all rules, regulations and guidelines of the ADA and SHRCA. ENVIRONMENTAL REQUIREMENT 25. Tenant shall (a) not engage in any activity which will result in any "hazardous materials contamination" (defined herein) to the Leased Premises, (b) immediately give notice to Landlord upon acquiring knowledge of the presence of any "hazardous waste" or "hazardous substance" or "hazardous material" (as those terms are defined herein) in the Leased Premises or any hazardous materials contamination with a complete description thereof; (c) comply with all laws, ordinances, rules, regulations, orders and directives requiring the removal, treatment or disposal of any hazardous materials contamination and provide Landlord, upon demand, with satisfactory evidence of such compliance; (d) provide Landlord, within thirty (30) days after notice, with assurance that the necessary funds are available to pay the cost of removing, treating and disposing of any hazardous materials contamination caused by Tenant or any of its agents, employees, contractors, invitees, assignees, subtenants, officers, directors or shareholders; (e) discharge any lien which may be established on the Leased Premises as a result of any hazardous materials contamination; and (f) defend, indemnify and hold harmless Landlord and any Mortgagee, if any, from any and all claims, losses, costs, damages or expenses, including but not limited to reasonable attorneys' fees and court costs, which may be asserted as a result of the presence of any hazardous substance or hazardous waste or hazardous material on the Leased Premises or any hazardous materials contamination due to any actions by Tenant or any of its agents, employees, contractors, invitees, assignees, subtenants, officers, directors or shareholders. "Hazardous materials contamination" means the contamination of the Leased Premises, facilities, soil, ground water, air, or other elements on, or off, any other property as a result of any hazardous substance or hazardous waste or hazardous material at any time emanating from the Leased Premises. The term "hazardous waste" as used herein shall have the same meaning as defined in the Resource Conservation and Recovery Act of 1976, as amended from time to time, and regulations promulgated thereunder. The term "hazardous substance" as used herein shall have the same meaning as defined in (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, and regulations promulgated thereunder, and/or (b) § 7- 201(m) of the Environment Article of the Annotated Code of Maryland (1987 Vol., as amended). The term "hazardous material" as used herein shall mean (a) any "oil" as defined in § 4-401(g) of the Environment Article of the Annotated Code of Maryland (1987 Vol., as amended), and/or (b) any material or substance that, whether by its nature or use, is subject to regulation under any present or future law, ordinance, rule, regulation, order or directive, addressing environmental health or safety issues, of or by any federal, state or local government or governmental agency (collectively "Environmental Requirements"). Tenant hereby covenants and agrees that if at any time it is determined that there are materials located in or around the Propertywhich, under any Environmental Requirements require special handling in collection, storage, treatment, or disposal, Tenant shall immediately take or cause to be taken, at its sole expense, such actions as may be necessary to comply with all Environmental Requirements. If Tenant shall fail to take such action, Landlord may make advances or payments towards performance or satisfaction of the same but shall be under no obligation to do so; and all sums so advanced or paid, including all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, including, without limitation, reasonable attorneys' fees, fines, or other costs, shall be repaid by Tenant, upon demand by Landlord, and shall bear interest at the rate of four percent (4%) per annum above the prime rate of interest that is publicly announced by NationsBank of Maryland from time to time. Failure of Tenant to comply with all Environmental Requirements shall constitute and be a default under this Lease. Notwithstanding the foregoing, Tenant shall not be responsible for any hazardous waste, hazardous substance or hazardous materials which existed on the Leased Premises prior to Tenant's occupancy. NOTICES 26.A. SENDING OF NOTICES. All notices, demands, requests, approvals and consents (collectively referred to as "Notices") required or permitted under this Lease shall be in writing and shall be either (i) personally delivered with signed receipt, (ii) sent by first class certified mail - return receipt request, postage prepaid, or (iii) sent by a nationally-recognized, overnight courier and addressed (i) if to Landlord, at 9640 Deereco Road, Timonium, Maryland 21093, or (ii) if to Tenant, at the Leased Premises. In the event of a default notice, a copy shall be sent to Kid to Kid Franchise System, Inc., 406 W. South Jordan Parkway, Suite 160, South Jordan, Utah 84095. All Notices personally delivered shall conclusively be deemed delivered at the time of such delivery. All Notices sent by certified mail shall conclusively be deemed delivered two (2) days after the deposit thereof in the United States mails. All Notices delivered by overnight courier shall conclusively be deemed made one (1) business day after delivery to such courier service. Any party may designate a change of address by notice to the other party, given at least ten (10) days before such change of address is to become effective. B. NOTICE TO MORTGAGEES. If any Mortgagee shall notify Tenant that it is the holder of a mortgage affecting the Leased Premises, no notice, request or demand thereafter sent by Tenant to Landlord shall be effective unless 14 and until a copy of the same shall also be sent to such Mortgagee to such address as such Mortgagee shall designate. MISCELLANEOUS 27.A. ACCORD AND SATISFACTION. No receipt and retention by Landlord of any payment tendered by Tenant in connection with this Lease will give rise to, support, or constitute an accord and satisfaction, notwithstanding any accompanying statement, instruction, or other assertion to the contrary (whether by notation on a check or in a transmittal letter or otherwise), unless Landlord expressly agrees to an accord and satisfaction in a separate writing duly executed by the appropriate persons. Landlord may receive and retain, absolutely and for itself, any and all payments so tendered, notwithstanding any accompanying instructions by Tenant to the contrary. Landlord will be entitled to treat any such payments as being received on account of any item or items of rent, interest, expense, or damage due in connection herewith, in such amounts and in such order as Landlord may determine at its sole discretion. B. CAPTIONS AND PRONOUNS. The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Lease, or the intent of any provision thereof. Reference to masculine, feminine, or neuter gender shall include all other genders. C. CORPORATE TENANTS. If Tenant is a corporation, the persons executing this Lease on behalf of Tenant hereby covenant and warrant that: Tenant is a duly constituted corporation qualified to do business in the State of Maryland; all Tenant's franchises and corporate taxes have been paid to date; all future forms, reports, fees and other documents necessary for Tenant to comply with applicable laws will be filed by Tenant when due; and such persons are duly authorized by the board of directors of such corporation to execute and deliver this Lease on behalf of the corporation. D. EXHIBITS AND COUNTERPARTS. All exhibits referred to herein are expressly incorporated in, and made a part of, this Lease. This Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Lease. E. FEES AND EXPENSES. If Tenant shall default in the observance or performance of any term or covenant on Tenant's partto be observed or performed under or by virtue of any of the terms or provisions in this Lease, Landlord may immediately, or at any time thereafter and without notice, perform the same for the account of Tenant, and if Landlord makes any expenditures or incurs any obligations for the payment of money in connection therewith including, but not limited to, attorneys' fees in instituting, prosecuting or defending any action or proceeding, such sums paid or obligations incurred togetherwith interestthereon atthe annual rate of fifteen percent (15%) perannum shall be deemed to be Additional Rent hereunder and shall be paid by Tenant to Landlord within five (5) days of rendition of any bill or statement to Tenant therefor. F. GOVERNING LAW. This Lease shall be governed by and construed in accordance with the laws of the State of Maryland. G. INTERPRETATION. Landlord and Tenant hereby agree that both parties were equally influential in preparing and negotiating this Lease, and each had the opportunity to seek the advice of legal counsel prior to the execution of this Lease. Therefore, Landlord and Tenant agree that no presumption should arise construing this Lease more unfavorably against any one party. H. LIMITATION OF RIGHT OF RECOVERY AGAINST LANDLORD. Notwithstanding anything to the contrary contained in this Lease, it is agreed and understood that Tenant shall look solely to the interest of Landlord in the Leased Premises for the enforcement of anyjudgment (or otherjudicial decree) requiring the payment of money by Landlord to Tenant by reason of any default or breach by Landlord in the performance of its obligations under this Lease, it being agreed hereby that no other assets of Landlord shall be subject to levy, execution, attachment or other such legal process for the enforcement or satisfaction of the remedies pursued by Tenant in the event of such default or breach. No personal judgment shall lie against Landlord. This provision, which shall inure to Landlord's successors and assigns including any Mortgagee, is not intended to relieve Landlord from the performance of any of Landlord's obligations under this Lease, but only to limit the personal liability of Landlord in case Tenant obtains a judgment against Landlord. 1. NO OPTION. The submission of this Lease for examination does not constitute a reservation of or option for the Leased Premises, and this Lease shall become effective only upon execution and delivery thereof by both parties. J. NO ORAL MODIFICATIONS. This Lease contains the entire agreement between the parties hereto and no change, waiver, or modification of the terms of this Lease shall be binding unless in writing and signed by all of the parties hereto. Landlord or Landlord's agents have made no representations or promises with respect to the Property, the Shopping Center or the Leased Premises except as expressly set forth herein. In particular, the Plot Plan attached hereto as Exhibit A does not constitute any representation or warranty as to the location of any store, other than the Leased Premises, or as to the number of stores in the Shopping Center, or of the size or location of the common facilities. Landlord reserves the right, in its sole discretion, to change the layout or location of all other stores or of the common facilities in the Shopping Center at any time or from time to time. K. NO WAIVERS. The failure of Landlord to insist, in any one or more instances, upon a strict performance of any of the covenants of this Lease, or to exercise any option herein contained, shall not be construed as a waiver, or a relinquishment for the future of such covenant or option, but the same shall continue and remain in full force and 15 effect. The receipt by Landlord of rent, with knowledge of the breach of any covenant hereof, shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision hereof shall be deemed to have been made unless expressed in writing and signed by Landlord. L. PERFORMANCE OF LANDLORD'S OBLIGATIONS BY MORTGAGEE. Tenant shall accept performance of any of Landlord's obligations hereunder by any Mortgagee. M. POSSESSION. Landlord covenants and agrees that possession of the Leased Premises shall be given to Tenant as soon as Landlord has substantially completed the improvement described in Section 12. of this Lease. Tenant's obligation to pay rent as set forth in this Lease shall commence as of the Commencement Date of this Lease. N. RECORDING. This Lease may be recorded at the option of Landlord and, if Landlord so elects, the costs of such recording including recordation tax and transfer tax shall be shared equally by Landlord and Tenant. 0. RELOCATION. Landlord shall have the right, either before or during the term, upon not less than thirty (30) days written notice to Tenant, to change the location of the Leased Premises to another location within the Shopping Center, provided that the new location is reasonably similar in size, utility and appearance. If Tenant is occupying the Leased Premises when Landlord exercises its rights hereunder, Landlord, at its expense, shall remove, relocate and reinstall Tenant's equipment, furniture and fixtures in the new premises and redecorate the new premises so that they will substantially resemble the former Leased Premises. On completion of the change in location of the Leased Premises, the parties shall execute an amendment to this Lease which sets forth the new description of the Leased Premises and amendments to any other terms of this Lease, if any, required by the relocation of the Leased Premises. P. REMEDIES CUMULATIVE. No reference to any specific right or remedy shall preclude Landlord from exercising any other right or from having any other remedy or from maintaining any action to which it may otherwise be entitled at law or in equity. No failure by Landlord to insist upon strict performance of any agreement, term, covenant or condition hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach shall constitute a waiver of any such breach. No waiver by Landlord of any breach by Tenant under this Lease or of any breach by any other tenant under any other lease of any portion of the Shopping Center shall affect or alter this Lease in any way whatsoever. 0. RENTAL SIGN. Landlord shall have the right to place a "For Rent" sign on any portion of the Leased Premises during the period beginning one hundred eighty (180) days prior to the expiration of the lease term and to place a "For Sale" sign thereon at any time. R. RULES AND REGULATIONS. Tenant covenants that the rules and regulations appended hereto and such other and further rules and regulations as Landlord may make, which in its judgment are desirable for the reputation, safety, care or cleanliness of the Property, the Shopping Center and the Leased Premises, or the operation or maintenance of the Shopping Center and its equipment, or the comfort or health of tenants, shall be faithfully observed and performed by Tenant. Tenant shall be deemed to have notice of any such rules and regulations when a copy thereof has been mailed to Tenant by Landlord at the time and in the manner set forth in this Lease for Notices. Landlord shall have the right to change such rules and regulations and to waive in writing, or otherwise, any or all of such rules and regulations in respect to one or more tenants, and Landlord shall not be responsible to Tenant for the non-observance or violation of any of such rules and regulations by any other tenant or other person. The provisions of the rules and regulations shall not be deemed to limit any covenant or provision of this Lease to be performed or fulfilled by Tenant. S. SECURITY INTEREST. To secure performance of all of Tenant's obligations under this Lease, Tenant hereby grants Landlord a security interest in and to all equipment, fixtures and inventory of Tenant, now or hereafter located on the Leased Premises, and all proceeds and products thereof. In connection therewith, Landlord shall have all the rights and remedies of a secured creditor under the Maryland Uniform Commercial Code. This security interest shall be in addition to any other lien granted to Landlord as a matter of law. Such security interest is subject to purchase money security interests in favor of Tenant's lender. T. SEVERABILITY. If any portion of any term or 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 enforced to the fullest extent permitted by law. U. SEVERAL LIABILITY. If Tenant shall be one or more individuals, corporations or other entities, whether or not operating as a partnership or joint venture, then each such individual, corporation, entity, joint venturer or partner shall be deemed to be both jointly and severally liable for the payment of the entire rent and other payments specified herein. V. SUCCESSORS AND ASSIGNS. This Lease and the covenants, terms and conditions contained herein shall inure to the benefit of and be binding on Landlord, its successors and assigns, provided that, if Landlord shall transfer title to the Shopping Center, by operation of law or otherwise, Landlord shall be relieved of ail covenants and obligations hereunder upon completion of such sale or transfer, and it shall be considered that the transferee has assumed and agreed to carry out all of the obligations of Landlord hereunder. This Lease and the covenants, terms and conditions contained herein shall be binding on and inure to the benefit of Tenant, its heirs, personal representatives, and permitted successors and assigns. 16 W. THIRD PARTY BENEFICIARY. Nothing contained in this Lease shall be construed so as to confer upon any other party the rights of a third party beneficiary except rights contained herein for the benefit of a Mortgagee. X. TIME IS OF THE ESSENCE. Landlord and Tenant hereby agree that time is of the essence in this Lease. Y. WAIVER OF JURY TRIAL. Landlord and Tenant hereby mutually waive any and all rights which either may have to request a jury trial in any action, proceeding or counterclaim at law or in equity in any court of competent jurisdiction arising out of this Lease or Tenant's occupancy of or right to occupy the Leased Premises. Tenant further agrees that in the event Landlord commences any summary proceeding for nonpayment of rent or possession of the Leased Premises, Tenant will not, and hereby waives, all right to interpose any counterclaim of whatever nature in any such proceeding. Tenant further waives any right to remove said summary proceeding to any other court or to consolidate said summary proceeding with any other action, whether brought prior or subsequent to the summary proceeding. NET LEASE 28. This Lease shall be deemed and construed to be a "Net Lease" and, accordingly, anything contained in the provisions of this Lease to the contrary notwithstanding, Landlord shall receive the annual basic rent, the Additional Rent, rent increase and all other payments to be made by Tenant hereunder free from any charges, assessments, impositions, expenses or deductions of any and every kind or nature whatsoever. Except as is set forth in Section 7, Landlord shall not be required by any provision of this Lease to render any service of any kind to Tenant or any other person. PERCENTAGE RENT 29.A. Amount. In addition to annual basic rent, Tenant shall pay as percentage rent ("Percentage Rent") to Landlord throughout the Term a sum equal to nine percent (9.0%) of Tenant's Gross Sales in each Lease Year in excess of One Hundred Fifty Thousand and 00/100 ($150,000.00). B. Payment. Percentage Rent shall be (i) paid annually by Tenant to Landlord within sixty (60) days after the close of each Lease Year and (ii) accompanied by a statement setting forth the Gross Sales made in or from the Leased Premises during the Lease Year just concluded and an itemized statement of all claimed deductions and exclusions therefrom. Such statements shall be accompanied by the signed certificate of an authorized officer of Tenant stating specifically that (i) he has examined the report of Gross Sales for the preceding Lease Year, (ii) his examination included such tests of Tenant's books and records as he considered necessary or appropriate under the circumstances, (iii) Tenant's books and records, including all financial statements, conform to and are in accordance with generally accepted accounting principles, consistently applied, (iv) such statements present fairly the Gross Sales for the preceding Lease Year, and (v) the Gross Sales conform with and are computed in compliance with the definition of Gross Sales contained in Section 29.C.. If Tenant fails to deliver such annual statement and certificate to Landlord within such 60-day period, Landlord shall have the right, after giving Tenant thirty (30) days' advance notice thereof, to employ an independent certified public accountant to examine such books and records as may be necessary to certify the amount of the Gross Sales for the Lease Year in question, and Tenant shall pay to Landlord the cost thereof as Additional Rent. Notwithstanding anything to the contrary contained in this Lease, Landlord shall have the right, during Tenant's regular business hours, to examine at the Leased Premises the originals or copies of sales slips or receipts of Tenant required to be maintained by Tenant pursuant to Section 29.D. so long as Landlord does not disrupt or interfere with Tenant's business by so doing. Such statements shall be kept confidential by Landlord and shall not, without the prior written consent of Tenant, be disclosed to any person, firm, or entity other than Landlord's accountants, attorneys, buyers, prospective buyers, lenders and prospective lenders (each of whom shall be advised by Landlord of the confidential nature of such information) or as may be required by law. C. Definition of "Gross Sales". 0) As used in this Lease, the term "Gross Sales" means the amount of all sales made by Tenant from the Leased Premises or through the substantial use of the Leased Premises, including all of the following sums, whether payable in cash, on credit, or otherwise, without reserve or deduction for failure or inability to collect the same, and notwithstanding that collection of such sums may be made elsewhere by Tenant than on the Leased Premises or that the rights to collection may be assigned, sold, or transferred to any other person or business, and except to the extent that the same are excluded by the provisions of Subsection 29.C.ii.: (1) the actual selling price of all merchandise exclusive of all rebates, coupon discounts or other discounts sold on, from, or through the Leased Premises by Tenant, at retail or wholesale, whether delivered or shipped from the Leased Premises or any other place, upon orders taken in the Leased Premises; (2) the charges made for all services rendered on the Leased Premises or rendered elsewhere by Tenant upon orders taken in the Leased Premises; (3) all monies and other things of value received by Tenant from all rents and charges made to customers, patrons, users, Tenants, licensees, and concessionaires in connection with any use or occupancy of the Leased Premises or any part thereof or any installation, facility, or equipment therein; (4) amounts received on account of orders taken in or from the Leased Premises for which Tenant would, in the normal course of its operations, credit or attribute to its business in the Leased 17 3 Premises, even though such order for goods or services may be filled elsewhere; (5) all monies and other things of value received by Tenant from its operation in the Leased Premises (that are not excluded from Gross Sales by the provisions of Subsection 29.C.ii.) including all finance charges and all deposits not refunded to customers; and (6) Tenant's share (and only Tenant's share) of the proceeds of all mechanical, electronic, computer and vending devices which may be placed in the Leased Premises by Tenant or under any compensation, concession, percentage or other arrangement including, without limitation, such devices as pinball machines, electronic games, vending machines, newspaper stands, musical jukeboxes, automated tellers and similar devices. (7) amounts received on account of orders taken from catalogue and/or the internet. (ii) Notwithstanding the foregoing, the following shall be excluded or deducted from Gross Sales: (1) any exchange of merchandise between the Leased Premises and another store where such exchange is not for the purpose of depriving Landlord of the benefits of a sale which would otherwise be made at or from the Leased Premises or for the purpose of consummating a sale made in, at, or from the Leased Premises; (2) all city, county, state, or federal taxes which are required by law to be collected from customers (or, in the case of tobacco products, included in the purchase price) and remitted (and are so remitted) to any governmental agency or body; (3) returns of merchandise to suppliers or manufacturers; (4) sales of trade fixtures and equipment which are not part of stock in trade and not sold in the regular course of business; (5) merchandise or other things of value issued free of charge in redemption of trading stamps, gift certificates, or similar vouchers or in connection with any sales promotion program; (6) the selling price of merchandise sold on, from or through the Leased Premises by unaffiliated subtenants, licensees or concessionaires and the charges for services rendered by them, pursuant to arms-length subleases, licenses or similar agreements; (7) the amount of any cash or credit refund or allowance to a customer, to the extent that such amount is included in a previous Gross Sales statement submitted to Landlord under this section; (8) the amount of any bona fide discount allowed to an employee of Tenant, to the extent included in Gross Sales, provided that such deduction is claimed in the same Gross Sales statement as the sale to which such discount applies and provided that the total amount of such discount for all employees does not exceed 0.3 % of Gross Sales in any Lease Year; (9) the amount allowed to any customer for any merchandise traded in connection with a sale of merchandise to such customer, provided that the gross amount of such sale (before deduction for the trade-in) is included in Gross Sales; D. Records. Tenant covenants and agrees that the business upon the Leased Premises shall be operated so that a printed or electronic duplicate sales slip, invoice or nonresettable cash register receipt, serially numbered, or such other device for recording sales as Landlord approves, shall be issued with each sale or transaction, whether for cash, credit or exchange. For the purpose of permitting verification by Landlord of any amounts due as Percentage Rent, Tenant shall keep and preserve for at least three (3) years after the end of each Lease Year, and during the Term shall keep at the Leased Premises or at Tenant's principal or administrative offices, such printed or electronic duplicate sales slips and receipts or comprehensive summary thereof as similarly maintained for other retail food supermarkets owned or controlled by Tenant and its parent, affiliates and subsidiaries, and original or duplicate books and records, which shall disclose all information (conforming to and in accordance with generally accepted accounting principles, consistently applied) required to determine Gross Sales and the accuracy of the information required to be provided by Tenant regarding Tenant's expenditures pursuant to the provisions of Section 29.C. (collectively "Tenant's Records"). In addition, Tenant shall provide to Landlord, within fifteen (15) days after Landlord's request therefor, copies of Tenant's sales tax, business tax and other tax returns filed by Tenant with any applicable municipal, county, state or federal authority. At any time or from time to time after advance notice to Tenant, Landlord, its agents and accountants, shall have the right during regular business hours to copy, and to make any examination or audit of, Tenant's Records (for all or any portion of the previous three Lease Years) which Landlord may desire. In the event Landlord examines or audits Tenant's Records at a location other than at the Leased Premises and such examination or audit discloses a liability for Percentage Rent of Five Thousand Dollars ($5,000.00) or one percent (1 %), whichever is greater, in excess of the Percentage Rent theretofore paid by Tenant for any Lease Year, Tenant shall promptly pay such liability together with interest thereon, from the date when due, at a per annum rate of interest equal to the Prime Rate plus two percent (2%), and shall pay all of Landlord's reasonable travel expenses in connection with such examination or audit, including, but not limited to, airfare, hotel costs and meals. The term "Prime Rate" means the highest rate of interest or its equivalent as is published on the first day of each month in the Wall Street Journal listing of "Money Rates" or in any successor publication. 18 E. Nearby Locations. If Tenant or any Affiliate of Tenant opens a business that is substantially competitive with the business being conducted within the Leased Premises and such business is located within a one and one-half (1'/2) mile radius of the Leased Premises, then fifty percent (50%) of the Gross Sales at such other location(s) shall be added to the Gross Sales at the Leased Premises for the purpose of calculating Percentage Rent. The term "Affiliate" shall mean any entity controlled by, under control with, or controlling Tenant or Landlord, as applicable. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be duly executed under seal by their authorized agents on the date first above written. WITNESS/ATTEST: WITNESS/ATTEST W c" Ir C," [),M(45 WITNESS/ATTEST Landlord: HILL MANAGEMENT SERVICES, INC., agent for the owner By: 1 / (SEAL) Title: t? Date: Tenant: SUZANNE C. LLOYD AND WILLIAM H. LLOYD t/a KID TO KID By: 24 ? C //+ ? (SEAL) Su nne C. Lloyd Date: • F4 / M By: (SEAL) William H. Lloyd 9 4? Dater \ 19 s r Exhibit A 'W z W ?U C9 z CL am O mr- C? OC m U) z W U) D IW?Mt8 Kid to Kid of Shippensburg, PA Current Birds-eye View (Exhibit B) '. r lNtTIALS -- Proposed Ceiling (Exhibit C) Z" x 4' recessed 4-tube fluorescent light fbcture Security light fixture INIWLS r r I COMMENCEMENT ADDENDUM THIS COMMENCEMENT ADDENDUM (this "Addendum") is made on this 15 day of 414wawb&r. 1999, by and between HILL MANAGEMENT SERVICES, INC., a Maryland corporation, agent for the owner ("Landlord"), and SUZANNE C. LLOYD and WILLIAM H. LLOYD Ua KID TO KID ('Tenant"). Recitals A. Landlord and Tenant entered into that certain Lease dated September B, 1999 (the "Lease"), for Suite 10 consisting of approximately 2,300 square feet (the "Leased Premises") of the Shippensburg Shopping Center, which building has an address at Walnut Bottom Road, Shippensburg Township & Cumberland County, Pennsylvania 17364. B. Landlord and Tenant now desire to further amend certain provisions of the Lease. Agreements WHEREAS, the parties hereto desire to amend the Commencement Date of the Lease subject to the following modifications; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows: 1.A. INITIAL TERM. Landlord does hereby lease the Leased Premises to Tenant and Tenant does hereby rent the Leased Premises from Landlord for a term of five (5) years (the "Initial Lease Term"). The Commencement Date of the Lease shall be amended to delete November 1, 1999, and substitute in lieu thereof January 1, 2000. The Expiration Date of the Lease shall be amended to delete October 31, 2004 and substitute in lieu thereof December 31, 2004. All other terms, covenants and conditions of the Lease shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be duly executed under seal by their authorized agents on the date first above written. WITNESS/ATTEST: WITNESS/ATTEST: Landlord: HILL MANAGEMENT SERVICES, INC. agent for the owner By: Title Date: Tenant: SUZANNE C. LLOYD and WILLIAM H. LLOYD Ua KID TO KID L By: I ?? (SEAL) Printed Name: 11?G0._V?YYC L_koyd \,(tkta-" H.Uoy Title: {>whers Date: 1? > a-0t rncy EXHIBIT f lprop\shipptaddendumVddtokid_commadd a 11 P 1 wn 1 . 12/13/05 Attention: Joe Korsak cc: TC Ginny Walker ER KB From: Lori Kapraun Hill Management Services, Inc. I would like to file on the following tenant for non-payment of rent: Court: Pennsylvania Suzanne Lloyd & William Lloyd Address: 15 Walnut Bottom Road Kid To Kid Shippensburg, PA 17257 Lease: Retail Property: Shippensburg Shopping Center Charaes: 07/01/05 Uncollected Rent $ 174.34 08/01105 Uncollected Rent $ 1,893.66 09/01/05 Uncollected Rent $ 1,893.66 10/01/05 Uncollected Rent $ 1,893.66 11/01/05 Uncollected Rent $ 1,893.66 12/01/05 Uncollected Rent $ 1,893.66 07/19/05 Bad Check $ 2,000.00 07/19/05 Bad Check Charge $ 25.00 06/01/03 Insurance $ 54.55 03110/04 Insurance $ 321.47 07/02/04 Insurance $ 213.50 07/19/05 Insurance $ 194.41 03/05/03 Late Charge $ 120.97 04/05/03 Late Charge $ 280.93 06/05/03 Late Charge $ 265.94 07105/03 Late Charge $ 265.94 08/05/03 Late Charge $ 280.93 09/05/03 Late Charge $ 280.93 10/05/03 Late Charge $ 265.93 11/05103 Late Charge $ 265.94 12/05/03 Late Charge $ 265.93 01/05/04 Late Charge $ 273.12 02/05104 Late Charge $ 273.12 03105/04 Late Charge $ 254.06 04/05/04 Late Charge $ 273.12 06/05/04 Late Charge $ 273.12 07/05/04 Late Charge $ 273.12 08/05/04 Late Charge $ 273.12 09/05/04 Late Charge $ 273.12 10/05104 Late Charge $ 273.12 11/05104 Late Charge $ 288.12 12/05/04 Late Charge $ 273.12 EXHIBIT 01/05/05 date Charge $ 299.04 02105/05 Late Charge $ 299.04 03/05/05 Late Charge $ 254.07 04/05/05 Late Charge $ 299.04 05/05/05 Late Charge $ 284.04 06/05/05 Late Char e $ 284.04 07/05/05 Late Charge $ 284.04 08/05105 Late Charge $ 284.04 09105/05 Late Charge $ 284.04 10/05/05 Late Charge $ 284.04 11/5/2005 Late Charge $ 284.04 12/5/2005 Late Charge $ 284.05 614/2003 Operating Costs $ 1,358.72 08/01/03 Operating Costs $ 100.00 11/01/03 Operating Costs $ 62.46 08/04104 Operating Costs $ 1,630.86 07/01/05 Operating Costs $ 100.00 08/01/05 Operating Costs $ 100.00 09/01/05 Operating Costs $ 100.00 09/21/05 Operating Costs $ 1,336.42 10/01/05 Operating Costs $ 100.00 11/01/05 Operating Costs $ 100.00 12/01/05 Operating Costs $ 100.00 08114/03 Snow Removal $ 5.73 10/20/03 Snow Removal $ 78.00 03/18/04 Snow Removal $ 78.00 04/19/04 Snow Removal $ 78.00 07/16/04 Snow Removal $ 78.00 10/19/04 Snow Removal $ 81.90 03/22/05 Snow Removal $ 78.00 04120105 Snow Removal $ 78.00 07/21/05 Snow Removal $ 78.00 10/19/05 Snow Removal $ 78.00 11/18/05 Tax Pass Thru $ 1,529.08 05/01/05 Tax Pass Thru $ 1,695.45 12/05/05 Tax Pass Thru $ 1,776.09 Total $ 31,969.50 V a c <?7 nrL, SHERIFF'S RETURN - REGULAR CASE NO: 2006-00763 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND HILL MANAGEMENT SERVICES INC VS LLOYD SUZANNE C ET AL MICHAEL BARRICK Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE LLOYD SUZANNE C was served upon the DEFENDANT , at 1305:00 HOURS, on the 8th day of February , 2006 at KID TO KID SHIPPENSBURG SHOPPING CENTER SHIPPENSBURG. PA 17257 by handing to KRISTI WITMER, STORE MANAGER, ADULT IN CHARGE a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs Docketing 18.00 Service 18.48 Postage .39 Surcharge 10.00 .00 46.87 Sworn and Subscribed to before mef this 15 day of J dO-OG A. 1). Pro of y So Answers: R. Thomas Kline 02/09/2006 HILL MANAGEMENT SERV CES y- 'r Deputy Sh iff SHERIFF'S RETURN - REGULAR CASE NO: 2006-00763 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND HILL MANAGEMENT SERVICES INC VS LLOYD SUZANNE C ET AL MICHAEL BARRICK Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon LLOYD WILLIAM H the DEFENDANT at 1305:00 HOURS, on the 8th day of February , 2006 at KID TO KID SHIPPENSBURG SHOPPING CENTER SHIPPENSBURG, PA 17257 by handing to KRISTI WITMER, STORE MANAGER, ADULT IN CHARGE a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this J? day of 7 'quou A.D. P otho Pry So Answers: R. Thomas Kline 02/09/2006 HILL MANAGEMENT ICES Deputy Et?leriff SHERIFF'S RETURN - REGULAR CASE NO: 2006-00763 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND HILL MANAGEMENT SERVICES INC VS LLOYD SUZANNE C ET AL MICHAEL BARRICK Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon LLOYD SUZANNE C T/A KID TO KID the DEFENDANT , at 1305:00 HOURS, on the 8th day of February , 2006 at KID TO KID SHIPPENSBURG SHOPPING CENTER SHIPPENSBURG, PA 17257 by handing to KRISTI WITMER, STORE MANAGER, ADULT IN CHARGE a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing 6.00 Service .00 Affidavit .00 Surcharge 10.00 .00 16.00 Sworn and Subscribed to before me this 1S r- day of ??vo A.D. Proth a So Answers: g R. Thomas Kline 02/09/2006 HILL MANAGEMENT SER ES By: Deputy Sher xff SHERIFF'S RETURN - REGULAR CASE NO: 2006-00763 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND HILL MANAGEMENT SERVICES INC VS LLOYD SUZANNE C ET MICHAEL BARRICK Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within COMPLAINT & NOTICE was served upon LLOYD WILLIAM H T/A KID TO KID the DEFENDANT , at 1305:00 HOURS, on the 8th day of February , 2006 at KID TO KID SHIPPENSBURG SHOPPING CENTER SHIPPENSBURG, PA 17257 by handing to STI WITMER, STORE MANAGER, ADULT IN CHARGE a true and attested copy of COMPLAINT & NOTICE together with and at the same time directing Her attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge So Answers: 6.00 .00 .00 10.00 R. Thomas Klin< nn 1I.VV Sworn and Subscribed to before me{ this 16 ' day of y joL A.D. roth*oa r 02/09/2006 HILL LL MANAGEMENT SERVICES l ? By. l Deputy Sheri Curtis R. Long Prothonotary Office of the Protbonotarp Cumberranb Countp Renee K. Simpson Deputy Prothonotary John E. Slike Solicitor Lo " X3 CVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 28TH DAY OF OCTOBER, 2009, AFTER MAILING NOTICE OF INTENTION TO PROCEED AND RECEIVING NO RESPONSE - THE ABOVE CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA R C P 230.2. BY THE COURT, CURTIS R. LONG PROTHONOTARY One Courthouse Square • Carlisle, Pennsylvania 17013 • (717) 240-6195 • Fax (717) 240-6573