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HomeMy WebLinkAbout06-1634 l'favid J. Lanza I.D. No. 55782 2157 Market Street Camp Hill, Pennsylvania 17011 (717) 730-3775 Attorney for Plaintiffs WILLIAM F. ROTHMAN, CHARLES F. SCHUBERT & SAMUEL L. REED, Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY. PENNSYLVANIA NO. Ot" -/(.,3l( C lOL L~ v, CIVIL ACTION ~ LA W JUST BEAD IT, LLC and CARRIE PERRY Defendants CONFESSION OF JUDGMENT FOR MONEY DAMAGES Pursuant to the Authority contained in the Warrant of Attorney. a copy of which is attached to the Complaint filed in this action, I appear for the Defendants Just Bead It, LLC and Carrie Perry and confess judgment in favor of Plaintiffs and against the Defendants as follows: Unpaid rent (and related charges) from March 1,2005 through February 28, 20 10 Late fees from March 2005 through March 2006 Ten percent (10%) attorney fees $111,000.00 $1,300.00 $ 11.230.00 TOTAL $123,530.00 Respectfully submitted, ~ By: 162-1 David J. Lanza Attorney J.D. No. 55782 2157 Market Street Camp Hill, PA 17011 Telephone (717) 730-3775 Attorney for Plaintiffs DfiVid J. Lanza 1.0. No. 55782 2157 Market Street Camp Hill, Pennsylvania 170 II (717) 730-3775 Attorney for Plaintiffs WILLIAM F. ROTHMAN, CHARLES F. SCHUBERT & SAMUEL L. REED, Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO, 0(.. -II-]~ c;ullcr'C/'U-v) v, CIVIL ACTION - LAW JUST BEAD IT, LLC and CARRIE PERRY Defendants COMPLAINT PURSUANT TO Pa.R.C.P. 2951(b) FOR CONFESSION OF JUDGMENT FOR MONEY DAMAGES AND NOW, this\ b r-day of March 2006, comes the Plaintiffs, William F, Rothman, Charles F, Schubert & Samuel L. Reed, by and through their undersigned attorney, David J. Lanza, and files this Complaint, and in support thereof avers as follows: 1, The Plaintiffs, William F. Rothman, Charles F. Schubert & Samuel L. Reed, are adult individuals with an address at 3 Lemoyne Circle, Lemoyne, Pennsylvania 17043, 2, The Defendant, Just Bead It, LLC, (sometimes referred to as "Bead") is a business entity of undetermined nature with a place of business at 4405 Carlisle Pike, Camp Hill, Cumberland County, PA 17011. 3, The Defendant, Carrie Perry, is an adult individual with an address at 4405 Carlisle Pike, Camp Hill, Cumberland County, PA 17011. 4, On or about December 1, 2004, Plaintiffs and Defendant Bead entered into a Lease Agreement ("Lease") for 1,200 square feet of real estate identified as Block H, Building 3, 376 East Penn Drive, Enola, PA, a true and correct copy of which is attached hereto as Exhibit "A," 5, Said Lease has not been assigned by Plaintiffs, 6. No judgment on the Lease has been entered in any jurisdiction, . 7. The aforesaid Lease requires Defendants to pay unto Plaintiff the sum of One Thousand Six Hundred Forty-One and 00/100 Dollars ($1,600.00) per month from February 1, 2005 through February 1, 2010 8. Defendants have failed to pay rent in a timely manner since the inception of the Lease. 9. Defendants have paid no rent at all for the months of March 2005 or any month thereafter. 10, As a result of Defendants' failure to make the monthly rental payments, the remaining monthly payments (through February 2010) have become immediately due and payable. 11. Pursuant to the Lease, Defendants are obligated to pay to Plaintiff the amount of $125,00 per month for "Common Facilities Contribution." 12. Pursuant to the Lease, Defendants are obligated to pay to Plaintiffs the amount of $100,00 per month for tax reimbursement. 13. Pursuant to the Lease, Defendants are obligated to pay to Plaintiffs the amount of $25.00 per month for insurance, 14. Pursuant to 9 2.05 of the Lease, Defendants are required to pay a late charge of $ 100,00 for each payment that is overdue. 15, Pursuant to 918.01 of the aforesaid Lease, Defendants are required to reimburse Plaintiffs for Plaintiffs' attorney fees in the amount of 10% of the balance due. 16. There is justly due and owing to the Plaintiff from the Defendants on account of the aforesaid breach the sum of one hundred twenty three thousand five hundred thirty dollars ($123,530.00), calculated as follows: Unpaid rent (and related charges) from March 1, 2005 through February 28, 2010 Late fees from March 2005 through March 2006 Ten percent (10%) attorney fees TOTAL $111,000.00 $1,300.00 $ 11,230.00 $123,530,00 . 17. Plaintiffs have demanded payment from the Defendants, but Defendants have neglected and refused, and continue to refuse, to pay the same or any part thereof. COUNT I Plaintiffs v. Just Bead It, LLC 18. Plaintiffs incorporate the averments of 1MJ1 - 17 as if fully set forth herein, 19. Plaintiffs are entitled to judgment against Defendant Just Bead It, LLC in the amount of $123,530,00. Wherefore, Plaintiffs demand judgment against Just Bead It, LLC in the amount of $ 123,530.00 plus costs and interest from March 1, 2005. COUNT II Plaintiffs v. Carrie Perry 20. Plaintiffs incorporate the averments of 1MJ1 through 19 as if fully set forth herein, 21. In consideration of the Lease agreement, Defendant Perry executed a Guaranty of Lease for certain obligations of the Defendant Just Bead It, LLC on or about December 1, 2004. A true and correct copy of the Guaranty is included as part of Exhibit "A", 22. By virtue of the Guaranty of Lease, Defendant Perry obligated herself to pay the obligations of Defendant Bead, including rent and attorney fees. 23. Plaintiffs are entitled to judgment against Defendant Perry in the amount of $123,530.00, 24. Despite demand, Defendants have refused to pay the aforesaid sums or any part thereof, Wherefore, Plaintiffs demand judgment against Defendant Perry in the amount of $123,530,00 plus costs and interest from March 1, 2005. ~ Respectfully submitted, By: ^~ J-) rL David J. Lanza Attorney 1.0, No. 55782 2157 Market Street Camp Hill, PA 17011 Telephone (717) 730-3775 Attorney for Plaintiffs 162-1 . . . VERIFICA TION I, '(If" I ,- f.,. R-: p~ h-r verify that the statements made in this Complaint are true and correct to the best of my knowledge, information and belief, I understand that false statements made herein are made subject to the penalties of 18 Pa, C.S.A ~904, relating to unsworn falsification to authorities. / / < ,-- / I) , -/ /;n// 0 Date> )/' -/- ' ! I 'j) / ' / / /J '~//fj;Jl i{-~---~ r I ,-/0 ~ _ '----- . \ / By: , ",,' _ <-:, df~rIl~stBeadlt.lse 't ~ "\~"',~!ol5er29.2004 . " .. Da!e:~ lYgBead It. LLC Cllnfirnl"tilln of Possession and Lease Terms has received possession to ' Possession Date 76 East Penn Dr. Enol a, P A 17025 It-iJ,~-o4 Code 11-3 '., By ,igning this letter you agree on the following: ~~~ I, ;1{)oLJ ,-it JJ 1,J,(Jo,j /, (PDQ - , ?>5D /, (PO{) ~ Oce Ipancy Date Reo' Commencement Inititl Monthly Base Rent Amount Initid Monthly Additional Rent Seeu city Deposit Pre-Paid Rent Amount Partbl Rent Payment Due OptiO:1S 3; 49> --- ~,)} acJJ5 ~'" ')'M~' J/CJ..O/O , :teJJ . cJ,y / ;;ArJ/u ----.. , yr.s ' d.Q/O~ d;tJ/J), yvc;;2,O/I /,;;J.D/1 ~1/')a()fJ/V} ~//yFDplf1 Pleas" review and sign letter of acknowledgment and agreement. It is our policy that we do not release key until this worksoeet is returned, By returning it immediately to my attention (by fax (717) 763-1656) you will avoid delay in reeeiv 'ng your key and help us facilitate our accounting process, If you have any questions regarding the above. please contact me at (717) 763-1212. Next Full rent Payment Date, ,f Base Rent Increases Lease Termination Date Sincerely, Tenant: Just Bead It, LLC By;1~ 'PJA~ EIN# II ,?, 7 -:, do & 1.t.5 Than" you Rothman, Schubert & R,eed, Landlord Print: CarrieP~ SS# / '7..t -' ~ 7&J5!> Its: Sole Member Rothman. Schubert & Reed 3 Lemoyne Drive. Suite 100. Lemoyne PA. 17043. 717-763-1212-fax (717) 763-1656 LEASE LETTER Pennsboro Commons Shopping Center Rothman, Schubert & Reed 3 Lemoyne Drive, Suite 100 Lemoyne, PA 11043 RE: Lease dated ~~ I ,2004 between William F. Rothman, Charles F. Schubert & Samuel L. Reed, Co-Partners, tld/b/a Rothman, Schubert & Reed, a Pennsylvania General Partnership, Owner, and Just Bead It, LLC. a Pennsylvania limited liability company, Tenant, covering Premises located in Pennsboro Commons Shopping Center, East Peilnsboro Township, Cumberland County, Pennsylvania. The undersigned, as Tenant, hereby confirms the following: 1. Tenant has accepted possession of the Premises demised pursuant to the terms of the above- described Lease. 2. The improvements and space required to be furnished according to the aforesaid Lease have been completed and supplied in all respects, 3. Landlord-Owner has fulfilled all of its duties of an inducement nature. 4, The aforesaid Lease has not been modified, altered or amended except as set forth below. 5. There are no offsets or credits due against rentals nor have rentals been prepaid except as provided by the Lease terms, 6, The initial term of said Lease began on the ---L- day of b & tE3..H IJD<., 2004, and rentals commenced to accrue on that date; the initial Lease Term expires on __ -3 JI . -'c:..b. ;:>'9,0<010 7. Tenant has no notice of any prior assignment, hypothecation or pledge of rents or of the Lease. Just Bead It. LLC, a Pennsylvania limited liability company BY:~t:~, 1Y1~ Carrie Perry, ember , "'t , " j LEASE AGREEMENT PENNSBORO COMMONS SHOPPING CENTER , . \ LEASE AGREEMENT \ WITNESSETH, that in consideration of mutual covenants, Owner and Tenant hereby agree as follows: SECTION A. BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS Section A-I. Basic Lease Provisions, DATE: ~~~l ,2004 SHOPPING CENTER: Pennsboro Commons Shopping Center Cumberland County, Pennsylvania OWNER: William F. Rothman, Charles F. Schubert & Samuel L Reed, Co-Partners, tJdlb/a Rothman, Schubert & Reed, a Pennsylvania General Partnership with an address of 3 Lemoyne Drive, Suite 100, Lemoyne, PA 17043. ;.." TENANT: Just Bead It, LLC, a Pennsylvania limited liability company TENANT'S ADDRESS: 5008 Greenwood Circle, Enola, PA 17025 TENANT'S PHONE NUMBER: f}\'1- 7),1- q '17 ~ uU q'9-41~1.{ TENANT'S TRADE NAME: Just Bead It LEASED PREMISES: The Premises outlined in red on Exhibit A containing approximately 1,200 square feet of Gross Leasable Area and identified as Block H, Building 3, 376 East Penn Drive, Enola, P A 17043. LEASED TERM: Five (5) Years. RENEWAL TEAM: Two (2), five (5) Year options. '. , , , . 'PERIOIDjPOR CO~j',ETION OF m!ifANT'S WORK: PERMITTED USES: ANNUAL MINIMUM RENT: PERCENTAGE RATE: BREAKPOINT: INITIAL ESTIMATED COMMON FACILITlES CONTRIBUTION FOR TENANT: INITIAL ESTIMATED TAX CHARGE FOR TENANT: INITIAL ESTIMATED INSURANCE CHARGE FOR TENANT: Tenant's work shall be completed on or before 60 days after Owner sll~~(a~ti3JlIy completes Owner's Work set forth in Exhibit B and makes the Leasedpji~twses available to Tenant, but no later than February 1,2005, The terfil "SUbst~lltially completes" as used in this paragraph shall mean that Owner has completed Owner's Work with the exception of minor items which can be fully completed prior to completion of Tenant's Work without material interference with Tenant's Work or upon receipt of a certificate of occupancy from East Pennsboro Township, whichever occurs sooner. A bead shop for patrons to assemble crafts, not otherwise in violation of any currently granted or existing exclusives granted to other Tenants. In the event that Tenant shall violate an exclusive which Owner has with another Tenant by displaying and/or selling said excluded items in its store, then Tenant shall be responsible for paying any penalty or violation imposed upon Owner by virtue of the violation of the exclusive until Tenant shall cease selling said items and cure the violation. Said payment shall be paid by Tenant promptly upon demand by the Owner to Owner or to the other Tenant as directed by the Owner. Tenant shall pay to Owner, as Annual Minimum Rent, in advance, on the first day of every month the sum of $19,200/annually ($1,600/monthly) at a rate of $16,00 per square foot for the five (5) year Lease Term, The Annual Minimum Rent for the renewal term(s), if any, shall be: Option I: $20,4oo/annually ($1,700/month) at $17,00 per square foot, . ' OptIOn 2: $21,6oo/annually ($1,800/month) at $18.00 per square foot. N/A% $N/A $1,500 per calendar year ($125 per month) (subject to adjustment as set forth in Article vn of this Lease) $1,200 per tax year ($100 per month) (subject to adjustment as set forth in Article VI of this Lease) $300 per calendar year ($25 per month) (subject to adjustment as set forth in Article X of this Lease) , . , 'I . ',SECURITY DEPOSIT: . Upon execution of this Lease, Tenant shall deposit the sum of $1,600 with Owner to secure the performance of the obligations of Tenant herein contained. Section A-2. Effect of Reference to a Basic Lease Provision. Each reference in this Lease to any of the Basic Lease Provisions contained in Section A-I shall be deemed to incorporate all of the terms provided under each such Basic Lease Provision, Section A-3, Enumeration of Exhibits. The Exhibits enumerated in this Section and attached to this Lease are hereby incorporated in this Lease by reference and each party agrees to perform all obligations binding upon it under such Exhibits. Exhibit A Exhibit A- I Exhibit B Exhibit C Exhibit D Exhibit E Site Plan Legal Description of Owner's Tract Owner's Work Rules and Regulations Guaranty of Lease Consumer Notice RECITALS Owner owns fee title to certain real property described on Exhibit A-I. The real property described on Exhibit A-I (as the same may be expanded or reduced as corMmplated in this Lease) is herein called "Owner's Tract." The term "Shopping Center" shall mean Owner's Tract, together with the buildings and other improvements thereon from time to time. ARTICLE I - GRANT AND TERM Section 1.01. Leased Premises and Common Areas, Owner leases to Tenant and Tenant rents from Owner those premises located in the Shopping Center and described as the "Leased Premises" in Section A-I of the Basic Lease Provisions, together with the appurtenances specifically herein granted. The use by Tenant of the Leased Premises shall include the non-exclusive use of the "Common Facilities" (as defined in Section 7.02) shown on Exhibit A, and such other Common Facilities as may be designated from time to time by Owner, subject, however, to the provisions of Section 4,02 and 7.04 and to the other terms and conditions of this Lease, Section 1.02. Term. The term of this Lease and Tenant's obligation to pay rent shall, subject to the provisions of Section 23.02, commence upon the ,eatlier of the following dates (the "Conili1!;'!1cem,mt Date"): (j) the date on which Tenant shall open the Leased Premises for ousij'less with the p\i\;llic, or (il) the date of expiraHon of the "Period For completion of Tena(:\t"s W otk" 'desl~ated in Secti0il A-I of the 'Elasic Lease Provisi\liRs, but no later than F~bl'il'ary 1, 2,005. Tile term oflhis 'Lease slIall expire, unless sooner tel'11linated as in this C'ease provided, on the last day of the last "1.eased Year" (as deflfi.rein Section 23.04) provided under "Lease term" in Section A"I of the'Basic Lease Ptovisi'oils. In order to extend the . , .' '. . Leased Term as provided under "Renewal Term" in Section A-I of the :Basic Lease Provisions, Tenant shaH give Owner ninety (90) days written notice of its intention to renew the Lea~ed Tenp,.prior to the end of the then current term at the amount designated for the renewal terms provided uri\lclr Annual Minimum Rent in Section A-I of the Basic Lease Provision. Section 1.03. Oblilzations Prior to Commencement of Term. Tenant shaH perform aH of its obligations under this Lease (except its obligations to pay rent and other charges) from the date upon which the Leased Premis'es are fIrst made available to Tenant until the Commencement Date. 'Section 1.04. Owner's Financing Contingency. JNTENTIONALL Y OMITTED ARTICLE n. RENT Section 2.01. Annual Minimum Rent. Tenant shall pay to Owner, without any prior demand, deduction or setoff, the "Annual Minimum Rent" specified in Section A-I of the Basic Lease Provisions, in equal monthly installments on or before the fIrst day of each calendar month in advance. Annual Minimum Rent for a fractional calendar month shaH be prorated. ,Section 2,02, Percentage Rent. INTENTIONALLY OMITTED Section 2.03, Gross Receipts Defined. The term "Gross Receipts" is defined to mean: (i) the entire amount of the price charged, whether wholly or partially in cash or on credit, or otherwise, for all goods, wares, merchandise and chattels of any kind, sold, leased, licensed or delivered, and all charges for services sold or performed in, at, upon or from any part of or through the use of the Leased Premises or any part thereof by Tenant and any other person, fIrm or corporation, or by means of any mechanical or other vending device (other than pay telephones and those soft drink and other similar vending devices operated primarily for the convenience of Tenant's employees); and (ii) aH gross income of Tenant and any other person, firm or corporation from any operations in, at, upon or from the Leased Premises which are neither included in nor excluded from Gross Receipts by other provisions of this Lease, but without any duplication. Gross Receipts shaH not include the amount of any sales tax, use tax or retail excise tax which is imposed' by any duly constituted governmental authority directly on sales and which is both added to the selling price (or absorbed therein) and is paid to the taxing authority by Tenant (but not any vendor of Tenant). No franchise or capital stock tax, and no income or similar tax based upon income or profits as such, and no personal property tax, shall be deducted from Gross Receipts. Section 2,04. Additional Rent. Tenant shaH pay, upon demand as additional rent, aH charges required to be paid by Tenant under this Lease, whether or not the same are designated "additional rent". '., Section 2.05. Interest. If Tenant shaH fails to pay within five (5) days from when the same is d\ie an!lpa)lable, any rent or any additional rent, Tenant shall, upon demand, pay Owner (i) a late chatge of $l00JlO for each installment of Annual Minimum Rent or other charge past due and (ii) interest at the "Interest Rate" (as defined in Section 23.04) on the arrearages from the due date thereof until paid. ARTICLE ill - RECORDS; REPORTS AND AUDIT Section 3.01. Tenant's Records; Reports and Audit. Tenant agrees to prepare and keep true and complete records and accounts for at least 24 months after each Lease Year during the term of this Lease of all final records including but not limited to income statement, balance sheet and financial statement for each such Lease Year in accordance with generally accepted accounting principles consistently followed. Tenant shaH provide such financial records to Owner within 15 days of Owner's written request for the purpose of satisfying a current or future mortgagee or purchaser in the event that Owner would refinance or sell the Shopping Center and such mortgagee or purchaser would request such information. ARTICLE IV - CONSTRUCTION, ALTERATIONS, ADDITIONS AND RELOCATIONS OF IMPROVEMENTS Section 4.01. Owner's and Tenant's Work. (A) Owner and Tenant shaH construct the Leased Premises in accordance with the provisions of Exhibits B. All of Tenant's Work with respect to utility instaHations shaH also be subject to approval, when applicable, by the utility company furnishing the service. (B) Owner or an authorized utility company shall have the right to construct, maintain, repair, replace and relocate utility lines, pipes, conduits and duct work where necessary or desirable, through attic space, column space or other similar areas of the Leased Premises, and to repair, alter, replace or remove the same, all in a manner which does not interfere unnecessarily with Tenant's use thereof, and Tenant shall not be entitled to an abatement or reduction of rent or to claim an actual or constructive eviction by reason thereof. "Owner's Work" (hereinafter defined in Exhibit B) shall be deemed approved by Tenant in all respects except for items of Owner's Work which are not completed or do not conform to Exhibit B and as to which Tenant shall have given notice to Owner within 30 days after the commencement of the term. Section 4.02. Changes and Additions to the ShoPl?ing Center. Notwithstanding anything set forth in this Lease to the contrary, it is agreed that Owner reserves the right, without invalidating this Lease or modifying any provision thereof except Exhibit A, at any time either before, during or after the initial construction thereof, (i) to make alterations, changes, deletions and additions (inclUding additional stories) to the buildings, Common Facilities and o,ther improvements in the Sho.p1iingCenter (exc1u,d"ing the interior of the Leased Ptl\rnises); (ii) to ad~ /lnd pennit to be added additiol'\aL!and(s) to the$'hoj\\ping Center and to exclude lafi'd(s) therefrom; (iii) to construct and tQ p,mnit to 100 conslrueted ad,ditii;\Iilal',buildings an1d other ifi1prov~lOOntS in the ShlDi;lping Center; (iv)to rem1)ve or reIl\lC;ate the whole or a'fY part of any b~i1ding orothetHnprovejii:!enl i,n the ShopP!!1g Center; and (v) to<ref0'glltethe ptehUses leased to any @Iher tellant. P~bvWED, HOWiEo/ER, the foregoing shall not be comstrutSd as permitting Owner to ch/lnge the location of the Leased' Premises, , -. " ARTICLE V - CONDUCT OF BUSINESS BY TENANT Section 5,01. Use of Premises. Tenant shaU operate the Leased Premises under the "Trade Name", if any, specified in Section A-I of the Basic Lease Provisions and shall use the !..eased Premises solely for the "Pertnitted Uses" specified therein and for no other use or purpose whatsoever. Tenant shaU not pertnit any business to be operated in or from the Leased Premises by any concessionaire or licensee without the prior consent of Owner. Section 5.02. Operation of Business. Tenant shall, subject to the provisions of Section 22,02, (i) open the Leased Premises by the date provided in Section 1.02 and. thereafter continuously operate aU of the Leased Premises in good faith during the term so as to produce the maximum profitable and practical Gross Receipts which may be produced by such manner of operation; and (ii) keep the Leased Premises open for business and the signs therefore lighted each day from 10:00 a,m, until 9:00 p,m., Monday through Sunday (local time then current). If Tenant defaults in respect to any of the foregoing covenants then Tenant shall, in recognition of the difficulty or impossibility of detertnining Owner's damages, pay to Owner, upon demand, as liquidated damages (and not as a penalty) and in addition to the Annual Minimum Rent and other charges payable under this Lease, a separate charge equal to 1/365 of the then applicable Annual Minimum Rent for each day, or part thereof, Tenant fails to open or operate the Leased Premises in accordance with the provisions of this Section. 5.03. Radius Restriction. INTENTIONALLY OMITTED Section 5.04. Parking. Tenant and employees of Tenant shall park their automobiles in the side and rear parking areas designated by Owner for employees. Owner shaU provide appropriate lighting for said area, Owner shall be entitled to tow improperly parked vehicles at the automobile owner's expense and without notice. ARTICLE VI - TAXES Section 6.0 I. Taxes, (A) The term "Taxes" shall mean the aggregate of the real estate taxes, assessments and other governmental charges and levies, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind or nature whatsoever (irrcluding assessments for public improvements or benefits and interest on unpaid instaUments thereof) which may be levied, assessed or ooposed or becoine liens upon the S!:ioppihg Center, or which arise out of \!he use, occupancy or pqssession ofthe, ShOl1plngCenter (land, buiIdings'ahd pe:trnarrent im1\m@vements) from time to time. The tent! "Taxes" shi\lI tiot,however, incl\\de il1heritance,eitat~, success\c;m, tralisfer, gift, franChise, corporation. .illcoine or profit tax imposed upen Owner, nor Petil\l!ties imposed lIflon Owner for Owner's d~linl!luent paymert of the Taxes; PRQVIDED, H()WE~~R, that if at anY timedti~ingthe term of this l.$ase the me~lrods, oftacxation prevailing at the cOmHlencemeut of tile tenn of tbis Lease shall be altered S'O that in addition to or in lieu . , t of or as a substitute for the whole or any part of the Taxes now levied, assessed or imposed on real estate as ,such there shall be levied, assessed or imposed (i) a tax on the rents receiv~ .t>l\lrt:l: the Sh1i!pJiling Center; or ,cii) a licen~e fee measured by the re~ts ~eceivabl~ by Owner from tRe$~~~~iti!'g~I'Iter; "~ (iii) a tax or license fee Imposed upon Owner which IS otherWise measured by or bll~$ll!l: 111" w~ole or 1D part upon the Shopping Center or any portion thereof, then such tax or fee shlill be included in the computation of Taxes, computed as if the amount of such tax or fee so payable were that part due if the Shopping Center were the only property of Owner subject thereto. (B) The term "Tax Year" shall mean the 12 month period established as the real estate tax year by the taxing authorities having jurisdiction over the Shopping Center. (C) The term "Tenant's Tax charge" shall mean an amount equal to the product obtained by multiplying the sum of the Taxes for each Tax Year plus all costs, expenses and attorneys' fees incurred by Owner in contesting any Taxes during such Tax Year (which Owner may do at its option) by "Tenant's Percentage Share" (hereinafter defined in Section 23.04) as of the date the Taxes for such Tax Year are assessed, For the Tax Year in which this Lease commences or terminates, Tenant's Tax Charge shall be prorated. (D) Tenant's Tax Charge shall be paid to Owner in monthly installments (as estimated by Owner) in advance on the first day of each calendar month during such Tax Year. Owner's estimate of Tenant's Tax Charge for the Tax Year in which this Lease commences is set forth in Section A-I of the Basic Lease Provisions. Within 90 days after the end of each Tax Year, Owner shall deliver a copy to Tenant of all tax bills for such Tax Year and certify to Tenant the amount of Tenant's Tax Charge and Owner and Tenant shall then adjust any overpayment or underpayment by Tenant of Tenant's Tax Charge for such Tax Year. Any payment required in connection with an overpayment or underpayment shall be due within thirty (30) days, Owner's failure to provide such information within the 90 days shall in no way excuse the Tenant from its obligations to pay any underpayment or constitute a waiver of Owner's right to bill and collect such underpayment from Tenant in accordance with this paragraph, (E) Tenant shaH pay (or reimburse Owner upon demand if the same are levied against Owner or the Shopping Center), before delinquency, any and all taxes, assessments, license fees and public charges, of whatever kind or nature, levied or assessed during the term by any governmental authority against Tenant's business in the Leased Premises and the fixtures, furniture, appliances and any other personal property therein. (F) Owner shall have the sole, absolute and unrestricted right (but not the obligation) to contest andlor compromise the validity or amount of any Tax by appropriate proceedings. Owner shall have the right (but not the obligation), if permitted by law, to make installment payments of any assessments levied against the Shopping Center, and in such event, Tenant's share of the Taxes shaH be computed upon the installments thereon paid by Owner in each Tax Year, ARTICLE VII - COST OF MAINTENANCE AND CONTROL OF COMMON FACILITIES Section 7.01. Common Facilities Contribution. In each calendar year during the term, Tenant shall pay to Owner an amount (the "Common Facilitil:is Contribution") eql1\l1 to a proportion of the "Operatil1g Cost" (as defined in See.lion 7.02) of the Common Facilities ("Tenant's C~rfi1non Fa:dlities. Contrib.ution"), Tenant's Cornrtlon Facilities Contribution for each ca:letrdar yeardbrlng th...term shall ~e fha:t, portion of the OperilHng Cost for such calendar year equal to~ the prtld'Uct 6bfaillltd by FIlilltil'lYlng tile Operating Cost for such cl!lendar year by Tenant's Percentage SharI' (hereillafter defilled in Section 23,04) as of the first day of such cal€ndar year. Sec.lion 7,02, Operating Cost and Common Facilities Defined. (A) The term "Operating: Cost" shall mean the total cost (other than the cost pn~~dy chargeable to capital account, except as herein specifically provided) and expense incutteli! i,n open~ting, maintaining, equipping, inspecting, protecting and repairing t)Ie Common Facilities, including without limitation, the cost or expense of, or incurred in connection with or reasonably attributable to: water, gas, electricity and other utilities; gardening and landscaping (inclU:ding planting llnd rephjcing flowets, alld shrubs); cleaning; fire protection (including installation and tnaintenance of an ADT or similar type system); fees for required licenses; personal property taxes; all Taxes, levied, assessed or imposed or which may become a lien on the Common Facilities or which may arise out of the use thereof; line painting; the repair and maintenance of the roof and finished ceiling (including lighting) of all SMp:ping Center canopies; operating of loudspeakers and other equipment supplying music; sanitary control; security services (if any); sewer service charges; removal of ice, snow, trash, rubbish, debris, garbage and other refuse (including ice and snow removal immediately in front of Tenant's storefront); depreciation on machinery and equipment used in such maintenance; resurfacing and restriping of parking areas; repairing the roof of the Shopping Center; and personnel to provide and supervise such services (including wages, unemployment and social security taxes and the cost of uniforms for such personnel); plus an amount equal to ten percent (10%) of the total of all of the foregoing as an agreed upon reimbursement covering the administrative costs to be incurred by Owner in connection with the operation of the Common Facilities. (B) The term "Operating Cost" shall also include any municipal improvements required by the local municipality to be made to the Common Facilities including but not limited to traffic signals, stop signs, and road repair. Tenant's Common Facility Contribution for any improvements or repairs required under this Section 7.02(B) shall be obtained by multiplying the cost of the municipal improvements or repairs made to the Common Facilities by Tenant's Percentage Share. (C) The term "Common Facilities" shall mean all areas, space, equipment and special services in or serving the Shopping Center, provided for the common or joint use and benefit of Owner, the occupants of the Shopping Center, and their employees, agents, servants, customers and other invitees, including, without limitation: any open pedestrian malls; parking areas and parking lot improvements; access roads; driveways; retaining walls; exterior boundary walls and fences; water, sanitary and storm sewer (including any off-site sewer lines which Owner is required to maintain), 'gas, electric, telephone and other utility lines, systems, conduits and facilities to the perimeter walls of any building (even though intended for the use of only one or a limited number of occupants) and those within a building serving more than one premises, and any of the foregoing which serve the Common Facilities; on or off-site water detention and retention ponds, facilities and systems; on-site trash compactor; plantings; landscaped areas; truck service ways or tunnels; loading dock areas and facilities; the roof and finished ceiling (including lighting) of all Shopping Center canopies; courts; ramps; sidewalks; comfort and first aid stations; washrooms; parcel pick-up stations; any Shopping Center pylon sign; drinking fountains; vertical transportation equipment (including elevators and escalators); auditoriums; community centers; bus stations; and the facilities appurtenant to each and all of the foregoing, Section 7,03. Payment. (A) Tenant's Common Facilities Contribution shall be paid in monthly installments on the first day of each calendar mOI/lh during the' term in advance, in an amount reasonably estitnated by Owrter, Owner's estimate of Jenllnt's Cortll'lil@n Facilities C@rittibutionfor the calerrdar year in which this Lease cOIl1l'l1ences is set forth in S.ectif.:m A-I of the B~sic Lea~e, l!'r!ilMisions. Within 90 days after>ihe end of each calendar year during ti\e term, Owner shaH, fUl:/lis!'i Tehan! with a stat,ement s1;llilUI\aniing the actual Operating Cost for such calendar year aad setting [!iltth ,ihe method by which Teflant's Cotronon " Facilities contribution was determined as herein provided, and Owner and Tel1!ll1t shaH th~n adjust any overpayment or underpayment by Tenant of Tel1ant's Common FacilitiesCo!llii:~!:itjont'ors!l~h,,~)enlll:lir year with any resultallt paymellt to be due within thirty (30) days, O~a1:@t'sf8il~&t:li:'W''Pt~y~.sW* statement within the 90 days shall in IlQ way excuse Tenant from its obliga:tf(jiIs,tlilF~.YaiiY1i!lii\!l~'lFa~~eht or constitute a waiver of Owner's obligations to bill and coilect such urrdeFpaymeht ftoifiTh!!flmt in accordance with this Paragraph. Any claim by Tenantfor revision of any stlltement submilled by Owner hereunder for any such calendar year which is not made within 90 days after receipt of such statement, shall be deemed waived and discharged, For the calemdar year in-which. this Lease commences or tenninates, Tenant's Common Facilities Contribution shall be prorated. (B) , Any municipal improvements or repairs as contemplated in Section 7.02(B) shall be paid within thirty (30) days of Tenant's receipt from Owner of a payment statement. As such municipal improvements are outside the control of the Owner. the Owner agrees to give Tenant prompt written notice of any municipal improvements or repairs 'upon Owner's receipt of such notice from the municipality, Section 7.04. Control bv Owner, Notwithstanding anything set out in this Lease to the contrary, it is agreed that (i) all Common Facilities shall be subject to the exclusive control and management of Owner, and Owner may pennit the owners or occupants of land located outside the Shopping Center and their invitees to use the Common Facilities; (ii) Owner shall have the right to temporarily close all or any portion of the Common Facilities (including parking areas); (iii) Owner shall be required to keep the parking areas lighted from dusk to dawn and not during any daylight hours, and (iv) Owner shall have the right to do and perform such other acts in and to the Common Facilities as Owner shall detennine to be advisable with a view to the improvement of the convenience and use thereof by tenants of the Shopping Center and their customers, including the right to pennit, in Owner's sole discretion, promotions in and decorations of the sidewalks and parking areas; PROVIDED, HOWEVER, Owner shall maintain the Common Facilities in the Shopping Center in reasonably good order and repair, and shall. keep the parking area and other Common Facilities in the Shopping Center reasonably free of snow, ice and debris and adequately lighted, but these obligations shall not inure to the benefit of any third party nor confer upon any third party any rights or remedies in the event of Owner's failure to perform such obligations, ARTICLE vrn - ALTERATIONS: SIGNS: SURRENDER AND TENANT LIENS Section 8,01. Alterations, Tenant shall not make or cause to be made any alterations, additions or improvements in or to the Leased Premises without submitting to Owner plans and specifications therefor and obtaining Owner's consent thereto. Section 8.02. Surrender: Title to hnDrovements: Removal and Restoration by Tenant. (A) On the last day of the term or on the sooner tennination thereof, Tenant shall (i) subject to the prQvisions of Articles XVI and XVII, peaceably surrender tl1e Leased Premises broom clean and in good order, cOl1dition and repai,r except forreasQnable wear and tear; (ii) at its e~pellSe remove from the Leased Premises the signs, 1nQveaJ;;le fumitureaml !Fllde fil"tllJ'es (iriclugiillg, without lirilliati01l, molly- blillts, screws alliil Other ite~ insertcl1\ inte the wall~ of ~he LeasedPr\lnrlses) whicll Were ftiti1isll~d and insla]1ed by Tenamt at, Tenllnt'sse'le eXplli!Se ("Te~aDt's,~opertY")an:d, ifreijfuestC'!.! by (jwner,te~dve, at Teullnt'sexp.ense, theca~etitlg in tile Leasedl'teNllses, all!.! (iii)dd}vet to 0wner a ceftijii~ate of inspee~ion from a reputable mecl1anical systems ((clFl~raetortllat the heat1llg. ventilating, air cOlld,li"lning, . , . , electrical and plumbing systems are in good order, condition and repair. Any damag", to the 4ased Premises caused by Tenant in the removal of Tenant's Property shall be repair-ed by 'til@ntatTel!art's ,expense (including, without limitation, the patching and sanding of molly-bolt holes an'ad!her slltilllar type holes in the walls of the Leased Premises), (B) Except for Tenant's property, the title to all alterations, additions, improvements, repairs, decorations, non,-trade fixtures, equipment (including heating and air conditioning eqllipment) and appurtenances attached to or built into the Leased Premises which shall have been made, frnnished or installed by or at the expense of either Owner or Tenant in or upon the Leased Premises shall become upon the installation thereof and remain a part of the Leased Premises without disturbanc,e or charge, except that Owner may elect to require Tenant, at 'tenant's expense, to remove any or all of such alterations, additions, improvements, non-trade fixtures, equipment, and/or appurtenances, and Tenant shall upon such removal restore the Leased Premises to good condition, subject to ordinary wear and tear. Section 8,03. Tenant's Liens. (A) Before Tenant permits any work, labor, services or materials to be performed for or furnished to the Leased Premises, Tenant shall require any party with whom Tenant contracts to perform said work to Tenant or anyone holding all or any part of the Leased Premises under Tenant to file a stipulation against liens pursuant to ~1402 of the Pennsylvania Mechanics' Lien Law of 1963 (49 P.S, ~140l, et seq.), (B) Tenant shall not suffer any mechanics' or materialmen's lien to be filed against the Leased Premises or the Shopping Center by reason of work, labor, services or materials performed or furnished to Tenant or anyone holding all or any part of the Leased Premises under Tenant. If any such lien shall at any time be filed as aforesaid, Tenant may contest the same in good faith but notwithstaIlding such contest, Tenant shall, within 15 days after the filing thereof, cause such lien to be released of record by payment, bond, order of a court of competent jurisdiction, or otherwise, In the event that Tenant fails to take the actions that are necessary to cause such lien to be released, then the Owner shall have the right to take whatever actions are necessary to have said liens released. In such event, Tenant agrees to reimburse the Owner for all costs incurred by the Owner, including attorneys' fees, A failure by the Tenant to reimburse the Owner these costs shall be a default by Tenant pursuant to Article XVIII. (C) Tenant shall not create or suffer to be created a security interest or other lien against any improvements, additions or other construction made by Tenant in or to the Leased Premises or against any equipment or fixtures installed by Tenant therein (other than Tenant's Property), Section 8.04. Tenant's Signs. Tenant shall not install any sign, billboard, marquee, awning, placard, lettering, advertising matter or other thing of any kind, whether permanent or temporary, on the exterior of the Leased Premises, or on the exterior of any glass window or door of the Leased Premises until the same has been approved by the Owner in writing. Owner has the right to control the size, 1000ation, des1gn and materials of the same for the purpose of establishing and maintaining the appearance of the Shbppin.1l Center, ARTICLE IX - MAINTENANCE OF LEASED PREMISES~ RULES AND REGULATIONS Section 9.01. Maintenance bv Tenant. l Subject to the provisions of Articles XVI and xvn, Tenant shall, at its sole cost, keep and maintain the interior of the Leased Premises [together with exterior (i) feature lig!1ting, (ii) windi'lWS, including sashes, (iii) heating, ventilating and air conditioning equipment and siwet amI <ilthet.Aines serving the Leased Premises exclusively, (iv) doors, including frames, locks, harliiware and track, (v) store front of the Leased Premises, and (vi) signs and other equipment referred to in Section 8:04), , including without limitation, the partitions, ceiling, interior portions of exterior walls, floor covering therein, and the fixtures, equipment, machinery, appliances and utility Hnes therein and appurtenances thereof [such as, but not limited to, lighting fixtures and lenses and such fixtures, equipment, mach.lnery controls, appliances and utility lines and appurtenances thereof, as are used for, in connection with. or which are a part of the electrical, plumbing, heating, air conditioning, ventilating, sprinkler, or any other mechanical systems in or serving the Leased Premises], in confonnity with all rules and regulations of Owner's hazard insurer, neat and clean and in good order, condition, maintenance and repair, Tenant shall also at its cost procure and maintain in the Leased premises all safety appliances required by Owner's hazard insurer to be maintained therein. Tenant shall replace any and all plate, window and other glass (structural or otherwise) in, on or about the Leased Premises, which may be broken or destroyed, with glass of the same or similar quality, Before undertaking repairs to the Leased Premises (other than minor interior non-structural repairs), Tenant shall first obtain Owner's approval of the plans and specifications therefor, which approval is not to be unreasonably withheld, Owner shall authorize one (1) heating and air conditioning contractor who shall provide a complete service and maintenance contract to Tenant who shall be the named party on the contract for the changing of filters at least once per month, the monthly inspection of the HV AC equipment serving the Leased Premises, including a written report of the condition there of to be provided to Owner and Tenant, the periodic oiling of the equipment where required, the tightening of belts, the filling of pitch pans and the sealing of water leaks, among other things. The service and maintenance contract and its related costs shall be the sole cost and expense of the Tenant. The existence of a service contract with an Owner approved vendor shall not relieve Tenant of its obligations to maintain and repair such equipment as above provided, Section 9.02, Maintenance by Owner. Subject to the provisions of Articles XVI and xvn and to the obligations of Tenant under the provisions of Sections 9.01, the foundations, roof (excluding interior ceilings), and exterior portions of the exterior walls (excluding store front) of the Leased Premises shall be maintained by Owner at its expense in good order, condition, maintenance and repair. Owner shall not be deemed to have breached its obligation to make the repairs required of Owner as set forth in this Section, or to be liable for any damages resulting therefrom, unless Owner fails to make the same within a reasonable period (taking into consideration the type of repair involved) after receiving notice from Tenant of the need therefor, Section 9.03. Rules and Regulations. Tenant agrees to comply with and observe the rules and regulations set forth in Exhibit C. Owner reserves the right, at any time, once or more often, by notice to Tenant, to amend or supplement said rules and regulations in a reasonable and non-discriminatory manner, ARTICLE X - INSURANCE AND INDEMNITY Section 10.01. Liabilitv Insurance. Tenant shall keep in force with an insurance company authori;;:ed to do business in the State in which the Leased Premises are locat~ and which has a Best's Insurance Guicle Rating of A+:XV (!'Oua~ified Carrier"), a PQlicy of comprehensive public lia,bility insu'tance, inclu'jling propllrty clamage, with.tespectto the Leased Premises and the hllsiness operal~d by Tenant and any otlier occupant of the Leased Premises. in Which the limits of coverage shall not be less tl\.an$l,dOO,OO'o,OO pllr occurrence, ',\ $2,000,000.00 aggregate limit. Such policy shall also insure the performance by Tenant pf the indemnity agfkement set forth in Section 10.04, In addition to Tenant, the policy shall also nll'~e9~1l\"r .a\l4allY other person, firm or corporation designated by Owner and in privity with it, 8;s an ~liJ~b~'i!lit!~1i!ted, Tellant shall continually provide Owner with a certificate of such insurance (the first..l;lj; W~l'di s~)iI be provided prior to commencement of Tenant's Work), which shall provide that the insurer win give Owner at least 30 days' written notice prior to any cancellation of, lapse or material change in the insilrance. The insurance required in this Section and in Section 10.02 may be covered under a so.,called "blanket" policy covering other stores of Tenant and its affiliates, Section 10.02. Fire Insurance. Tenant shall keep in force with a Qualified Carrier fire insurance (with extended coverage and vandalism and malicious mischief coverage), water damage, sprinkler leakage and plate glass insurance, on the standard forms, insuring all of Tenant's Property in the Leased Premises, and all betterments, additions, repairs, improvements and alterations made to the Leased Premises by Tenant, and all plate glass windows, plate glass doors and other plate glass in the Leased Premises, in an amount equal to 100% of the replacement cost thereof. The proceeds of such insurance shall be held in trust by Owner and Tenant for use in repairing and restoring the items covered thereby and the proceeds shall be made payable to Owner and Tenant and may only be disbursed jointly by Owner and Tenant. The foregoing policy of insurance shall be issued in favor of and in the names of Owner and Tenant, as their interests may appear, and Tenant shall furnish Owner and the holder of any mortgage on the Leased Premises with a certificate evidencing such coverage, which certificate shall provide that the insurance shall not be canceled, materially amended or allowed to lapse without thirty (30) days' prior written notice thereof being given by the insurance carrier to Owner. Section 10.03, Insurance on Buildings and Improvements in the Shopping Center. , (A) In each calendar year during the term, Tenant shall pay to Owner an amount (the "Tenant's Insurance Contribution") equal to a proportion of the "Insurance Cost" (as defined in paragraph (B) of this Section), Tenant's Insurance Contribution for each calendar year during the term shall be that portion of the Insurance Costs for such calendar year equal to the product obtained by multiplying the Insurance Cost for such calendar year by Tenant's Percentage Share (hereinafter defined in Section 23.04) as of the first day of such calendar year. (B) The term "Insurance Cost" shall mean the total cost of insuring the buildings and improvements in the Shopping Center (including Common Facilities), including public liability, (including "umbrella coverage"), workmen's compensation and hazard insurance (including rental value insurance, fire and extended coverage [with vandalism and malicious mischief endorsement]; boiler and machinery, and all-risk policies), (C) Tenant's Insurance Contribution shall be paid in monthly installments on the first day of each calendar month during the term in advance, in an amount reasonably estimated by Owner. Owner's estimate of Tenant's Insurance Contribution for the calendar year in which this Lease commences is set forth in Section A-I of the Basic Lease Provisions. Within 90 days after the end of each calendar year during the term, Owner shall furnish Tenant with a statement summarizing the actual Insurance Cost for such calendar year and setting forth the method by which Tenant's Insurance COlltrlbution was determined as herein provided and Owner alld Tenant shall then adjust allY ovetp,;,iy1t1ent or underpayment by Tenam of Tenant's Insurance ContriQution for such calelldar year witlhiny resultant payment to be due within thirty (30) c!llYS. Any clll:ll'n by 'I:ellant flM revisionpfany staterne.at sl.lbn1itted by Owner hcre"mder for any such calcddar year, whi,(i!h claim is not made within 90 dllY;; arter recelptof such statement, shaH be deemed wllived alld discharged. For the cllleI1clar year in whii:ih this Lease '. commences or terminates, Tenant's Insurance Contribution shall be prorated, if applicable, on the basis of _.a 360-day year, (D) Tenant shall provide Owner on an annual basis with proof of all insurance policies which shall provide that the insurer will give the Owner at least 30 days' written notice prior to any cancellation of, lapse of or material change in the insurance. Section 10.04, Business Liability Insurance. Tenant shall keep in force with a Qualified Carrier, a policy to cover business liability, including premises operations liability and business inteITl!ption liability, in which the limits of coverage shall not be less than $1,000,000.00, single limit. In addition to Tenant, the policy shall name Owner as an additional insured. Tenant shall continulllly provide Owner with a certificate of such insurance, which shall provide that the insurer will give the Owner at least 30 days' written notice prior to any cancellation of, lapse or material change in the insurance. Section 10.05. Indemnification. Tenant will, subject to the provisions of Section 10.06, indemnify, save hannless and defend Owner and its officers, agents and servants, from and against any and all claims, actions, liability and expense in connection with loss of life, bodily injury andlor damage to property arising from or out of any occurrence in, upon or at the Leased Premises, or the occupancy or use by Tenant, its agents, employees, servants, subtenants, licensees or concessionaires, of the Leased Premises or any part thereof, or outside the Leased Premises which is occasioned wholly or in part by any willful or negligent act or omission of Tenant, its agents, employees, servants, subtenants, licensees or concessionaires, unless the same be caused by the willful or negligent act or omission of Owner, its agents, employees or servants. Section 10.06, Waiver of Subrogation; Limitation of Liabilitv, (A) Anything in this Lease to the contrary notwithstanding, it is agreed that each party (the "Releasing Party") hereby releases the other (the "Released Party") from any liability which the Released Party would, but for this Section 10.05, have had to the Releasing Party during the term of this Lease, resulting from the occurrence of any accident or occurrence or casualty ei) which is or would be covered by an "all-risk" policy (irrespective of whether such coverage is being carried by the Releasing Party), or (ii) covered by any other casualty or property damage insurance being carried by the Releasing Party at the time of such occurrence, which accident, occurrence or casualty may have resulted in whole or in part from any act or neglect of the Released Party, its officers, agents or employees; PROVIDED, HOWEVER, the release hereinabove set forth shall become inoperative and null and void if the Releasing Party wishes to place the appropriate insurance with an insurance company which (a) takes the position that the existence of such release vitiates or would adversely affect any policy so insuring the Releasing Party in a substantial manner and notice thereof is given to the Released Party, or (b) requires the payment of a higher premium by reason of the existence of such release, unless in the latter case the Released Party within 10 days after notice thereof from the Releasing Party pays such increase in premium, (B) Anything in this Lease to the contrary notwithstanding, it is agreed that Owner shall not be liable for any damage arising from the willful or negligent act or omission of any other tenant or occupant of the Shopping Center. Section 10.07, Notice bv Tenant. Tenant shall within 24 hours after the occurrence of any casualty damage to or accidents in the Leased Premises, give Owner notice of such casllalty damage or accident. , ARTICLE XI - UTlLITIES Section 11.01. Utilitv Charges. Tenant shall contract in its own name for and promptly pay all charges for electricity, gas, water, sewer, telephone and any other utility used or consumed in the Leased Premises to the concern furnishing the same. In the event that separate service arrangements canaot be provided for any of the above, then the Tenant agrees to pay their proportionate share of the utility charges which shall be collected as part of the Common Facilities Contribution set forth in Article VII herein. Section 11.02. Owner's Liabilitv for InterruDtion. Owner shall not be liable in any way to Tenant or to any other party occupying any part of the Leased Premises for any failure or defect in or of any utility service furnished to the Leased Premises or the Common Facilities, by reason of any requirement, act or omission of the public utility company serving the Shopping Center with electricity, water or other utility service, or because of necessary repairs or improvements, or by reason of any cause referred to in Section 23.02. ARTICLE XII - ESTOPPEL CERTlFICATE; ATTORNMENT; PRIORITY OF LEASE: RIGHTS OF MORTGAGEE Section 12.01. EstoDpel Certificate, Tenant agrees, within 10 days after written request by Owner, to execute, acknowledge and deliver to and in favor of any proposed mortgagee or purchaser of the Shopping Center, an estoppel certificate, in the form customarily used by such proposed mortgagee or purchaser, evidencing the status of performance under this Lease and the terms of this Lease. Tenant agrees, within 10 days after written request by Owner, to deliver to Owner a current financial statement of Tenant, duly certified by an officer thereof (if Tenant is a corporation) and an independent certified public accountant and such other financial information of Tenant as Owner shall reasonably request. Section 12.02. Attornment. Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under, any mortgage made by Owner covering any part of the Shopping Center, or in the event of any sale of the Shopping Center, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Owner under this Lease. Upon the request of any interested party, Tenant shall execute, acknowledge and deliver an instrument, in form and substance satisfactory to such party, evidencing the attornment provided for in this Section. Section 12,03, Prioritv of Lease. Upon written request of the holder of any first mortgage now or hereafter covering any part of the Shopping Center, Tenant will subordinate its rights under this Lease or make this Lease prior in right and priority to the lien thereof and to all advances made or her,eafter to be made upon the security thereof, and Tenant shall, within ten (10) days after written 4",$,04 therefor, exec lite, acknowledge ,and deliver an instrumeI\t, in the form C\lstPf\illlrily usecl by such eacutQ,brance holdllr, effecting such priority; P~VIDED, HOWEVER, at the optian of the hohier of such mortgage, sllch holder shall be entitled to eff~ct such prior,ity by filing a Ulli:ltlhlral declaration to that ef~ct with the recorder of deed in the County and State in which the Leased Premis€ls is loCated. ' .' " Section 12.04. Rights of Owner's Mortgagee. Within 10 days after demand by the holder af any mortgage cavering all at any l"iIrt of the Shopping Center, Tenant shall execute, aCknowiedge and deliver an l!greement in favor or and 'in the farm cu~tomarily used by such encumbrance holder, by the terms af which Tenant will agree to giv~ prompt notice to such encumbrance holder in the event af any casualty damage to the Leased Premises or in the event af any default on the part af Owner under this Lease, and will agree to. allow such encumbrance holder a reasonable length of time (taking into. cansideratian for the purp<ilse of detem1ining such pem1itted length of time any delays encountered by reason of any or'the causes referred to in Sectian 23.02), after notice to cure ar cause the curing af such default befare exercising Tenant's ~ights of self-help under this Lease, if any, or tem1inating ar declaring a default under this Lease, In addition, within 10 days after demand by the halder of any such martgage ar after demand by awner, Tenant shall deliver to. such encumbrance holder a current financial statement of Tenant and such other financial informatian as such holder ar Owner shall reasanably request. ARTICLE XIII - ASSIGNMENT, SUBLETTING AND CORPORATE OWNERSHIP Section 13,0 L Consent Required. (A) Tenant shall not valuntarily, invaluntarily or by aperation of law assign or encumber this Lease, in whale ar in part, nar sublet all ar any part of the Leased Premises without the priar cansent af Owner in each instance. Natwithstanding any assignment or subletting, Tenant shall remain fully liable under this Lease and shall not be relieved from perfarming any of its abligatians hereunder. As a canditian to any assignment af this Lease by Tenant, which is pem1itted under this Lease, the assignee thereof shall be required to. execute and deliver to. Owner an agreement in recordable farm, whereby such assignee assumes and agrees with Owner to. discharge all obligatians of Tenartt under this Lease. (B) If Tenant shall request Owner's cansent to. an assignment of this Lease and Owner shall consent thereto, the assignee ("Assignee") shall pay directly to. Owner, as additianal rent hereunder, at such times as the Assignee shall have agreed to. pay Tenant, an amaunt equal to any cansideratian the Assignee shall have agreed to. pay Tenant an accaunt of such assignment. If Assignee shall fail to pay Owner any such cansideration when due. such failure shall constitute a default under this Lease. , (C) If Tenant shall request Owner's cansent to a subletting of the Leased Premises ar any part thereof and Owner shall cansent thereto, Tenant shall pay Owner, as additional rent, in additian to. the Annual Minimum Rent and ather charges payable hereunder, an amount equal to. any cansideratian paid by the subtenant to Tenant in excess of (i) the Annual Minimum Rent and other charges payable hereunder if all af the Leased Premises are sa sublet or (ii) if less than all pf the Leased Premises are sa sublet, the Annual Minimum Rent and other charges payabie hereunder allocable to. the partian af the Leased Premises so sublet based on the number of square feet of Gross Leasable Area in the Leased Premises so sublet divided by the total number of square feet of Gross Leasable Area in the Leased Premises prior to such subletting, The foregaing amaunt shall be detem1ined manthly and paid by Tenant to Owner on the first day of each calendar month in advance during the term af such sublease. If Tenant shall fail to pay Owner any such consideratian, such failure shall be a default under this Lease, Sectian 13.02. Carporate Ownershio. If at any time during the term a cumulative total of more than 49% of the vating stack af Tenant (if Tenant shall be a carpor,iltian) shaU be tr;!nsfeiTelil, directly or inlillI.rectly, by sale, assignment, gift or in any other manner, any such ll'ansfer sh~ll, tiilJess ml!tlti with Owner's I"rior consent, be deemed an unautharized assignment af this Lease and a defauItby Tenant under this Lease. Section 13,03. Owner's Right to Assign. If Owner conveys or transfers its interest in this Shopping Center or in this lease (which sale or transfer may be effected without Tenant's consent), upon such conveyance or traasfer, Owner (and in the case of any subsequent conveyances or transfers, the then grantor or transferor) shall be reIyased of and from allliabiIity with respect to the performance of any covenants and obligations on the p~n pf O$ner to be performed after the date of such conveyance or transfer; it being intended hereby that the covenants and obligations on the pan of Owner to be performed under this Lease shall, subject to the provisions of Section 21.01, be binding on Owner, its successors and assigns, only during and in respect of their respective periods of ownership of an interest in the Shopping Center or in this Lease. ARTICLE XIV REGULATIONS WASTE: HAZARDOUS WASTE: GOVERNMENTAL AND INSURANCE Section 14,01. Waste or Nuisance. Tenant shall not commit or suffer to be committed (i) any waste in or upon the Leased Premises or (ii) any nuisance or any other act or thing (whether a nuisance or otherwise) which may disturb the quiet enjoyment of any other tenant or occupant in tbe Shopping Center or its or their customers or other invitees, Section 14.02. Hazardous Waste. (A) Tenant hereby covenants, represents and warrants that it shall not generate, transpon, handle, store or otherwise encounter in, on or about the Real Propeny, any hazardous waste or substance (for purposes of this Section herein called "hazardous waste") as defined by the applicable federal, state or local environmental or occupational standards, including but not limited to material defined as such in, or for purposes of, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended by the Superfund Hazardous Materials Transponation Act (49 U.S.C. ~1802 et seq.), the Resource Conservation and Recovery Act ("RCRA") (42 U,S,C, ~ 1802, et geg.), the Federal Water Pollution Control Act (33 U.S.c. ~1251, et geg.), the Safe Drinking Water Act (42 U.S.c. ~300(f), et gm,), the Toxic Substance Control Act (15 D,S.C. ~2601, et gm,), the Clean Air Act (42 U.S.C ~7401, et gm.), or any other federal, state or local statute, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance, element or material as now or at any time hereafter in effect or amended (for purposes of this Section herein collectively called the "Laws"), Tenant further covenants, represents and warrants that there will be no underground storage tanks in, on, under, within or about the Real Property. (B) Tenant shall not use, store or permit to be stored on the Leased Premises any asbestos in any form, urea formaldehyde foam insulation, transformers or other equipment which contains dielectric fluid or other fluids containing levels of polychlorinated biphenyls in excess of fifty (50) part,s per million, If Tenant shall utilize the Leased Premises for medical office purposes, Tenant shall dispose of all syringes, blood products, "sharps", medical instruments and all other types of medical waste in a safe, clean, sanitary manner and in accordance with all applicable laws and regulations. (C) Tenant covenants, represents arid WllFtants that it will indemnify and hold Lllndlord harmless from and against any and all liability, actions, clllill1S, losses, 4amages and expenses arising out of, or in any way relatil\g to, a' bi'ellCh of the repr"sentatiol.\s, wij:Fta~ti\ls, cOVceflants and ,agreements set forth in this Section, ineluding: (a) claims of thiFd pll'nies (including governjneatalageneies) for damages, including personal injury or property damages, penalties, response costs, injunctive or other . , .' relief; (b) costs or removal and restoration, including fees of attorneys and experts, costs of reporting to any governmental agency the existence of hazardous substances, hazardous waste, PQJ.lI!\~m,t~ !inlVor contaminants and costs of preparing or causing to be prep'ared any and all studies, les\i!, \\f\'~I~$or reports in connection with any environmental matter; (c) all expenses or obligations, iricllrdilig ~ttQ~gys' fees, incurred at, before and after any trial or appeal therefrom whether or not taxable as costs; inchiding attorneys' fees, witness fees, deposition costs and other expenses; (d) all other costs, expenses and liabilities arising from Tenant's violation of the laws or any other environmental regulation now in force or hereafter enacted; and (e) Tenant's disposal of medical waste as set forth in paragraph (A) above. The obligations of Tenant as contained in this Section shall survive the termination of the Lease. Section 14,03. Governmental and Insurance Regulations. Tenant shall, at Tenant's sole cost, comply with all of the requirements of all governmental authorities (including without limitation those requiring replacements, additions, repairs and alterations, [structural or otherwise D. and with all directions, rules, regulations and recommendations of Owner's hazard insurer, now in force, or which may hereafter be in force, pertaining to (i) the Leased Premises, (ii) all of Tenant's Property in the Leased Premises and (iii) the use and occupancy of the Leased Premises. ARTICLE XV - MERCHANTS ASSOCIATION Section 15,01, Merchants' Association. If Owner or the tenants of the Shopping Center shall elect to form a Merchant's Association, Tenant shall become a member of, as soon as formed, participate fully and remain in good standing in an association (the "Association"), the object of which shall be the general furtherance of the business interests of tenants in the Shopping Center by sales promotions, Tenant agrees to pay monthly dues to the Association in the amount from time to time established by the Association. So long as the Association is in full force and effect and Tenant and the other tenants of the Shopping Center are members thereof and are paying dues thereto, Owner shall not create Ii Promotion Fund or require Tenant to pay any sums to a Promotion Fund. Only such Shopping Center tenants who subsequently agree with Owner or have previously agreed through a similar clause in their own Lease Agreement with Owner shall be bound by such a Merchant's Association. Section 15,02. Promotion Fund, If an Association is not formed by the tenants of the Shopping Center or Owner, or if an Association is formed but is inactive or ceases to exist (i.e, Tenant and the other tenants are not required to payor are not paying dues to the Association), then Owner may cause a Promotion Fund (the "Promotion Fund") to be established. The Promotion Fund shall be used solely for center wide advertising, promotion and public relations and administrative expenses relating thereto (including the hiring of a Promotion Director) at such times and in such manner as shall be determined by Owner. Upon the establishment of the Promotion Fund, and in each calendar year thereafter during the term, Tenant shall pay to Owner, for deposit by Owner in the Promotion Fund, an amount per annuIh (the "Promotion Chan~e"), equal to the greater of (i) a sum computed by multiplying the number of square feet of Gross Leasable Area in the Leased Premises by 0,10, or (ii) $600,00, subject, however, to adjustment as hereinafter provided. At the end of each calendar year d\inIiig the term, the amount computed in the preceding sentence shall be adjusted upward (but not dow~ward) for the nextertSuing calelld'ar year in the same percen\age proportion that the "Consull'l~r'S Price.lFtdex, PhiIadl}lphia area (CPl) 'sha.ll have increa~ed over tile p,rice, irrd.,.\lx fO,r, th"e first full ealeil,dar mo'n\h, ' of the tenn o,f. thfs.'Le, ase. ' In the event (i) the CPlis discorttin:\i~d, complP'able statistics on thep,ur~hasing pGlwer of the ConSumer dollar, as p,ublishedat the time of said discontinuation by a rcsponsiblefinaacial periodical ofrecOJlflized ., authority selected by Owner, shall be used for making the above computation, and (ii) the base year or other base year used in computing the CPI is changed the figures used in nm~!\~ the f0regliliJl.g adjustments shall accordingly be changed so that' all increases in the CPI ate, 'll!')}p into a~iotl1i~pt notwithstanding any change in the base year. The annual charge payable by Tenant ~li!letthis paragf4ph shall be paid in equal monthly installments on the first day of each calendar month in advance andshaU be prorated for any partial calendar month or partial calendar year during the term of this Lease. Only such Shopping Center tenants who subsequently agree with Owner or who have previously agreed through a similar clause in their own Lease Agreement with Owner shall be required to contribute to the , Promotion Fund, Section 15.03. Advertising. Tenant agrees to advertise Tenant's business in the Leased Premises in special Shopping Center newspaper sections or tabloids (or in electronic media) sponsored by Owner or by the Association for advertising by tenants in the Shopping Center; and in connection therewith, if Owner or the Association designates print media, Tenant agrees to purchase, not less than four (4) times each calendar year, advertising space therein in accordance with the following schedule. Gross Leasable Area Required Size of of Leased Premises Advertisement Tabloid Newspaper 10,001 square feet or more 1 page Y2 page 5,001 to 10,000 square feet Yipage lApage 5,000 square feet or less lA page ? page If Owner or the Association designates electronic media advertising, Tenant shall purchase advertising time therein equivalent in cost to the cost of the aforesaid print media requirement and such electronic media advertising shall be applied toward Tenant's performance of its minimum advertising requirement hereunder, Any advertising done by Tenant pursuant to this paragraph or other wise with respect to the Leased Premises shall in the advertising copy name the Shopping Center and the address of the Shopping Center. If Tenant shall fail to timely submit its copy of such advertising, Owner shall have the right (but not the obligation), in addition to its other rights and remedies, to submit copy consisting of Tenant's Trade Name (or such trade name as Tenant may then be using in the operation of the Leased Premises) and the address of the Leased Premises, to the printer (or to the electronic media representative, as the case may be) for inclusion in such advertising media on behalf of and for the account of Tenant. If Tenant shall fail to pay for such advertising, then Owner may (but shall not be obligated to) pay the cost thereof, and all sums so expended by Owner shall be reimbursed by tenant to Owner upon demand and shall constitute additional rent. Within 30 days fl'lllowing the end of each calendar year, Tenant shall submit to Owner a statement, certified by TeNant (or by an officer of TeNant), showing the amounts expended by Tenant for advertisil)g its business in 'the Lease'cl Premises as required in this paralll'aph, and, t.o the exteIlt such expenclit1,lre~ shall be less (han that required by this paragraph, the amount otsuch deficcieIlcy sh:aU be payable by Tenant to the Associatil'ln or the Prom€ition Fun!;!, as the cas.e may be, with its next installtncnt of dues to the AssoeiatioIl or the Promotion Fund, as the case may be. Onl)' such Shopping Center tenants who subsequently agree with Owner or such ienants who have previously , . " 'agreed through a similar clause in their own Lease Agreement with Owner shall be bound by this Advertising requirement. ARTICLE XVI - DESTRUCTION Section 16,01. Destruction of Leased Premises (A) If the Leased Premises are damaged or destroyed by fire or other casualty insurable under standard fire and extended coverage insurance so as to become partially or totally untenantable, the same, unless this Lease is tenninated as provided in paragraph (B), shall be repaired and restored by Owner and Tenant with due diligence, and during such restoration period, the Annual Minimum Rent (but not the Annual Percentage Rent) and other charges payable hereunder shall equitably abate to the extent the Leased Premises are materially affected thereby. Owner's obligation under this paragraph (A) to repair and restore shall be limited to the repair and restoration of those parts of the Leased Premises which were originally constructed and or installed by Owner at its expense including but not limited to Owner's Work set forth in Exhibit B. All other repair and restoration shall be the responsibility and at the expense of the Tenant. (B) If the Leased Premises are damaged or destroyed to the extent the cost of restoration thereof would exceed 15% of the amount it would have cost to replace the Leased Premises in its entirety at the time such damage or destruction occurred, then Owner may elect to tenninate this Lease by giving notice to Tenant of its election to do so within 30 days after such occurrence. If Owner exercises its right to tenninate this Lease, then this Lease shall cease, effective as of the date of such damage or destruction. and all rent and other charges payable by Tenant shall be adjusted as of that date. Section 16.02, Destruction of Shopping Center. Notwithstanding anything to the contrary set forth in Section 16.01, in the event all or any portion of the Shopping Center shall be damaged or destroyed by fire or other cause (notwithstanding that the Leased Premises may be unaffected thereby), to the extent the cost of restoration thereof would exceed 25% of the amount it would have cost to replace the Shopping Center in its entirety at the time such damage or destruction occurred, then Owner may terminate this Lease by giving to Tenant 30 days' prior notice of Owner's election so to do, which notice shall be given, if at all, within 90 days following the date of such occurrence, In the event of the tennination of this Lease as aforesaid, this Lease shall cease 30 days after such notice is given, and the rent and other charges hereunder shall be adjusted as of that date. ARTICLE XVII - EMINENT DOMAIN Section 17,01. Condemnation of Leased Premises. In the event of any condemnation or conveyance in lieu thereof of the Leased Premises or the Shopping Center, or both, whether whole or partial, Owner may tenninate this Lease, and in any event, Tenant shall have no claim against Owner or the condemning authority for the value of the unexpired term, and Tenant shall not be entitled to any part of the compensation or award, whether paid as compellsation for diminution in value to the leasehold or to the fee of the Leased Premises, and Owner shall receive the full amount thereof, Tenant hereby waiving any right to any part thereof and assigIling to Owner its interest therein. ARTICLE XVIII - TENANT'S DEFAULT: AND SECURITY DEPOSIT Section 18,01. Default bv Tenant If the Annual Minimum Rent, Annual Percentage Rent, additional rent, or any other charge payable by Tenant under this Lease shall be unpaid on the date payment is required by the terms hereof and shall remain so for a period of 5 days after Owner gives Tenant notice of such default, or if Tenant fails to perform any of the other terms, conditions. covenants and obligations of this Lease to be observed and performed by Tenant for more than 21 days after Owner gives Tenant notice of such default (it being agreed that a default, other than the failure to pay money, which is of such a character that rectification thereof reasonably requires longer than said 21 day period and completes the same with due diligence), or if Tenant shall vacate or abandon the Leased Premises (it being agreed that, subject to the provisions of Articles XVI and XVII and to Section 23.02, Tenant's failure to operate its business in the Leased Premises for seven consecutive days or more shall conclusively be deemed an abandonment) or suffer this Lease to be taken under any writ of execution, attachment or other process of law, or if this Lease shall by operation of law devolve upon or pass to any other party other than a party, if any, to whom Tenant is authorized to assign this Lease by the provisions of Section 13.01, or if an "Act of Bankruptcy" (as defined in Section 18.02) shall occur, or if Owner shall have notified Tenant of Tenant's default three (3) or more times in any twelve calendar month period, then, in any of such events, Owner shall have, besides its other rights or remedies, the following immediate rights: (I) At its option, to terminate this Lease and the term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken, whereupon Owner shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant's obligations hereunder in existence at the time of such termination, damages for Tenant's default in an amount equal to the amount of the rent reserved for the balance of the term of this Lease, as well as all other charges, payments, costs and expenses herein a~reed to be paid by Tenant, all discounted at the rate of six percent (6%) per annum to their then present worth, less the fair rental value of the Premises for the remainder of said term, also discounted at the rate of six percent (6%) per annum to its then present worth, all of which amount shall be immediately due and payable from Tenant to Owner. (2) At its option, by notice to Tenant, to re-enter and take possession of the Leased Premises without terminating this Lease. No re-entry or taking possession of the Leased Premises by Owner pursuant to this clause (2) shall be eonstrued as an election on its part to terminate this Lease unless a notice of such intention is given to Tenant (all other demands and notices of forfeiture or other similar notices being hereby expressly waived by Tenant). (3) At its option, to require that upon (i) any termination of this Lease, whether by lapse of time or by the exercise of any option by Owner to terminate the same or in any otber manner whatsoever, or (ii) any termination of Tenant's right to possession without termination of this Lease, Tenant shall immediately surrender possession of the Leased Premises to Owner and immediately vacate the same, and remove all effects therefrom, except such as may not be removed under other provisions of this Lease. (4) At its option, to make such alterations and repairs as Owner shall determine may be reasonably necessary to relet the Leased Premises, and to relet the same or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease) and upon such terms and conditions as Owner in its sole discretion may deem advisable, Upon each reletting, all rentals received by owner from such reletting shall be applied as follows: first, to the payment of any indebtedness other than rent or other charges due under this Lease from Tenant to Owner; second to the payment of any reasonable costs and expenses of such reletting, including brokerage fees and attorneys' fees and costs of such alterations and repairs. each of which fees and costs shall be reasonable in amount; and third, to the payment of rent and other charges due and unpaid hereunder. In no event shall Tenant be entitled to receive any surplus of any sums received by Owner on a reletting in excess of the rental and other charges payable hereunder. If such rentals and other charges received from such relctting during any month are less than those to be paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Owner (notwithstanding the fact that Owner may have received rental in excess of the rental and other charges payable hereunder in previous or subsequent months). such deficiency to be G!lcuhtten and navnhle monthly, Nntw;thst:mdinrr any relf':ttino- withntlt termin<1tlnn OWflf'f m~v il,t anv ~ " .I i,;!" '-' .; .. time thereafter elect to terminate this Lease for such previous breach in the manner provided in this Section. (5) If Tenant shall default in the payment of the rent herein reserved or in the payment of any other sums due hereunder by Tenant, Tenant hereby authorizes and empowers any Prothonotary or attorney of any court of record to appear for Tenant in any and all actions which may be brought for said rent and/or said other sums; and/or to sign for Tenant an agreement for entering in any competent court an amicable action or actions for the recovery of said rental and/or other sums; and in said suits or in said amicable action or actions to confess judgment against Tenant for all or any part of said rental and/or said other sums, including but not limited to the amounts due from Tenant to Owner under subparagraphs (1), (2), (3) and/or (4) of the Paragraph; and for interest and costs, together with any attorneys' commission for collection of ten percent (10%). Such authority shall not be exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time to time as often as any of said rental and/or other sums shall fall due or be in arrears, and such powers may be exercised as well after the expiration of the initial term of this Lease and/or during any extended or renewal term of this Lease andlor after the expiration of any extended or renewal term of this Lease. (1;41.+2.- ~ (tenant) (6) Whcn lhis Lcasc lInd thc lcrm of lIny cxlcnsion or rcncwlll thcrcof shall hllvc becn tcrminlltcd onllccount of Ilny dcfllult by Tenllnt hcrcundcr, Ilnd Illso when thc tcrm hcrcby crclllcd or any cxtcnsion or rcncwal lhcrcof shllll hllvc cxpircd, il shllll bc Illwful for lIny attorncy of any conrt of rccord to lIppcllr liS lIttorncy for Tcnllntlls wclllls for 1111 pcrsons claiming by, through or nnder Tenant, and to sign lIn lIgreemcnt for entcring inllny competent conrt an amicablc lIction in cjectmcnt against Tcnant and all pcrsons claiming by, throngh or nndcr Tenant and therein confess judgment for the rccovery by Owner of possession of the Premises, for which this Lease shall be his sufficicnt warrant; thcrcupon, if Owncr so desircs, an appropriate writ of posscssion may issue forthwith, withont any prior writ or proceeding whatsoever, and provided that if for any reason after such action shall havc been commenced it shall be dctermined that possession of the Premises remain in or be restored to Tenant, Owner shall have the right for the same default and upon any subsequent default or defaults, or upon the tcrmination of this Lease or Tenant's right of possession as hereinbefore set forth, to bring one or more further amicable action or actions as hereinbefore set forth to recover possession of the Premises and confess judgment for the recovery of possession of the Premises as hereinbefore provided. C/tf7 (Tenant) (7) In any amicable action of ejectment and/or for rent and/or other sums brought hereon, Owner shall first cause to be filed in such action an affidavit made by Owner or someone acting for Owner, setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be prima facie evidence, and if a true copy of this Lease (and of the truth of the copy such affidavit shall be sufficient evidence) shall be filed in such suit, action or actions, it shall not be necessary to file the original as a warrant of attorney, any rule or Court, custom or practice to the contrary notwithstanding. CtfE . (Tenant) (8) At its option, to collect from Tenant any other loss or damage which Owner may sustain by reason of any breach and any diminished value of the Leased Premises resulting from said breach. Nothing in this Section shall be deemed to limit Owner's rights and remedies in the event of a default by Tenant, and the Owner's rights and remedies set forth in this Lease shall be in addition to those available to Owner at law or in equity. Section 18.02. BankruPtcy, (A) If at any time prior to or after the commencement of the tenn of this Lease there shall be filed by Tenant or Guarantor. in any court pursuant to any statute either of the United States or of any State, a petition in bankruptcy (including, without limitation, a petition for liquidation, reorganization or for adjustment of debts of an individual with regular income), or if any case, proceeding or other action shall be commenced seeking to have an order for relief entered against Tenant or Guarantor as a debtor in bankruptcy proceedings or to adjudicate Tenant or Guarantor a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or fur all or any substantial part of its property, and such case, proceeding or other action results in the entry of an order for relief or is not dismissed within 30 days of the filing thereof, or if Tenant or Guarantor becomes insolvent or is generally not paying or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with its creditors or a custodian is appointed or takes possession of Tenant's or Guarantor's property (whether or not a judicial proceeding is instituted in connection with such arrangement or in conncction with the appointment of such custodian), or if Tenant or Guarantor shall take any action to authorize or in contemplation of any of the events set forth above (each of the foregoing events to be hereinafter referred to as an "Act of Bankruptcy"), then, in addition to Owner's other rights and remedies under this Lease and applicable law. this Lease shall. at Owner's option (and if permitted by law), be terminated, in which event neither Tenant nor Guarantor. nor any person claiming through or under Tenant or Guarantor or by virtue of any statute or of an order of any court, shall be entitled to possession of the Leased Premises, and Owner, in addition to the other rights and remedies given by this Lease, or by virtue of any statute or rule of law. may retain as liquidated damages any rent, Security Deposit or moneys received by Owner from Tenant or others in behalf of Tenant. All rent, additional rent and other charges payable by Tenant under this Lease shall constitute rent for the purpose of applying the provisions of Section 502(b)(7) of the Federal Bankruptcy Code. (B) In the event an act of bankruptcy shall occur and this Lease is not terminated pursuant to the provisions of paragraph (A), the parties agree that: (i) If there shall be a default in the payment of Annual Minimum Rent or any additional rent. or a default in the observance or perfonnance of any other provision of this Lease binding on Tenant. Owner shall be entitled to immediately discontinue furnishing any utilities and other services it has been providing to the Leased Premises, until such time as such defaults have been fully cured, it being agreed that the foregoing action by Owner shall in no way cause or result in any abatement of Annual Minimum Rent or any other charge payable by Tenant during the continuance of the term of this Lease. (ii) If the Lease is assumed by a trustee in bankruptcy. and assigned hy the trustee to a third party, then such party shall (a) execute and deliver to Owner an agreement in recordable form whereby such party confirms that it has assumed and agrees with Owner to discharge all obligations (including. without limitation, the provisions of Article VI respecting the Permitted Use of the Leased Premises and the manner of operation thereof) binding on Tenant under this Lease, (b) represent and warrant in writing to Owner that such party has a net worth and operating experience at least comparable to that possessed by Tenant named herein and Guarantor as of the execution of this Lease, (c) deposit with Owner a Security Deposit and advance rent equal to that initially deposited by Tenant named herein, and (d) grant Owner, to secure the performance of such party's obligations under this Lease, a security interest in such party's merchandise, inventory, personal property, fixtures, furnishings, and all accounts receivable (and in the proceeds of all of the foregoing) with respect to its operations in the Leased Premises, and in connection therewith, such party shall execute such security agreements, financing statements and other documents (the forms of which are to be designated by Owner) as are necessary to perfect such lien. (iii) Lease shall be deemed a lease of "Nonresidential Real Property" within a "Shopping Center" for the purpose of Section 365 of the Federal Gankruptcy Code. (e) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, II U.S.c. Section 101, <j seq, (the "Bankruntcv Code") shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. If this Lease is assigned to any person or entity pursuant to the provisions of the Gankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Owner, shall be and remain the exclusive property of Owner and shall not constitute property of Tenant or of the estate of Tenant within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Owner's property under the preceding sentence not paid or delivered to Owncr shall be hcld in trust for the benefit of Owner and be promptly paid or delivered to Owner. Section 18.03. Owncr's Right to Cure Defaults. If Tenant fails to perform any agreement or obligation on its part to be performed under this Lease, Owner shall have the right (i) if no emergency exists. to perform the same after giving 15 days' notice to Tenant; and (ii) in any emergency situation, to perform the same immediately without notice or delay. For the purpose of rectifying Tenant's defaults as aforesaid. Owner shall have the right to enter the Leased Premises. Tenant shall, on demand, reimburse Owner for the costs and expenses incurred by Owner in rectifying Tenant's defaults as aforesaid, including reasonable attorneys' fees. Owner shall not be liable or in any way responsible for any loss, inconvenience, annoyance, or damage resulting to Tenant or anyone holding under Tenant for any action taken by Owner pursuant to this Section. Section 18.04. Securitv DeDosit. (A) Tenant, contemporaneously with the execution of this Lease, has deposited with Owner the sum designated as the "Security Deposit" in A-I of the Basic Lease Provisions, receipt of which is hereby acknowledged. The Security Deposit shall be held by Owner, without liability for interest. as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease by Tenant to be performed. Owner shall not be required to hold the Security Deposit as a separate fund, but may commingle it with other funds. If after the execution of this Lease Agreement and Owner's receipt of the Security Deposit, Tenant wOlllrl filii to commence under the tf'rms nfthis Lease Agreement Tenant shall forfeit the Security Deposit, which shall be retained by Owner. this Lease Agreement shall terminate and all of the Owner and Tenants obligations hereunder shall become null and void. B. If at any time during the term any Annual Minimum Rent, Annual Percentage Rent, or additional rent payable by Tenant shall be overdue, or if Tenant fails to perform any of the other terms, covenants or conditions to be performed by Tenant, then Owner, at its option, may appropriate and apply all or any portion 01 the Security DepOSIt LO the payment ot any such overdue Annual Minimum Kelll, Annual Percentage Rent, or additional rent and to the compensation of Owner for loss or damage sustained by Owner due to a breach by Tenant as aforesaid, without prejudice to Owner's other remedies. Should all or any part of the Security deposit be appropriated and applied by Owner as provided above. then Tenant shall, upon demand of Owner, forthwith remit to Owner a sufficient amount in cash to restore the same to the original sum deposited, Should Tenant comply with all of the terms, covenants and conditions of this Lease binding on Tenant, the Security Deposit shall be returned in full to Tenant within 60 days after the later of the following dates: (i) the date of expiration of the term or (ii) the date Tenant shall deliver to Owner such inspection reports as Owner shall require setting forth that the Leased Premises were surrendered in accordance with Section 11.02 of this Lease ARTICLE XIX - ACCESS BY OWNER Section 19.0 I. Ridll uf Entry. Owner and its designees shall have the right to enter the Leased Premises during reasonable business hours (except in the event of emergency, when Owner may enter at any time) for all lawful purposes (including the right to show the Leased Premises to prospective purchasers of the Shopping Center, and, during the last six months of the term, the right to show thc Leased Premises to prospective tenants) and to whatever extent necessary or appropriate to enable Owner to exercise all of its rights under this Lease (including without limitation the right to perform certain provisions of this Lease on Tenant's behalf as set forth in Section 18.02) and to carry out all of Owner's obligations hereundcr. Owner and Owner's representatives shall also have the right to enter the Leased Premises and to erect scaffolding and barricades around the same (but not so as to preclude entry thereto) in order to make such repairs, alterations. improvements and additions to the building of which the Leased Premises form a part and the foundations and walls of the Leased Premises as Owner may deem necessary or desirable (and Owner shall be allowed to take all equipment and material upon the Leased Premises which may be required therefor), but Owner shall use reasonable efforts consistent with accepted construction practice to minimize interference to Tenant's business caused by reason thereof. The exercise by Owner of its rights of entry and other rights granted under this paragraph shall not constitute an eviction of Tenant and the rent payable under this Lese shall not abate by reason thereof. ARTICLE XX - ARBITRATION: RIGHT TO APPEAL Section 20.01 - Arbitration. Any disagreement between Owner and Tenant with respect to the interpretation or application of this Lease, or the obligation of the parties hereunder, shall be determined by arbitration unless the parties otherwise mutually agree in writing. Owner and Tenant shall agree upon one arbitrator, otherwise there shall be three (3), one named in writing by the Owner and one named in writing by the Tenant within ten (10) days after notice of arbitration is served by either upon the other, and a third arbitrator selected by those two arbitrators within ten (10) days thereafter. No one shall serve as an arbitrator who is in any way financially interested in this Lease or in the affairs of either party hereto. This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration laws. The arbitrator or arbitrators shall have the power to award to either party to the dispute such sums, costs, expenses, and attorney's fees as the arbitrator or arbitrators may deem proper. The award rendered by the arbitrator or arbitrators sball be appealable to a court of competent jurisdiction within thirty (30) days of notice of the arbitrators' award. Such appeal shall be prosecuted without delay and as rapidly as possible. Section 20.02 - Waiver of Trial Bv Jurv. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACfION. PROCEEDING, COU;"TERCLAIM OR APPEAL BROUGHT BY EITHER PARTY AGAINST THE OTHER 0;" ANY MATTER. Tenant agrees that any action brought in connection with this Lease may be maintained in any court of competent jurisdiction in the Commonwealth of Pennsylvania. Tenant hereby appoints Owner as agent for the purpose of accepting service of any process, subject only to the condition that Owner promptly send Notice of such process to Tenant at the address of Tenant set forth in A-I of the Basic Lease Provisions. In case suit shall be brought because of the breach of any agreement or obligation contained in this Lease on the part of Tenant or Owner to be kept or performed, and a breach shall be established, the prevailing party shall (to the extent permitted by law) be entitled to recover all expenses incurred therefor, including reasonable attorneys' fees. Owner's rights and remedies shall be cumulative and may be exercised and enforced concurrently. Any right or remedy conferred upon Owner under this Lease shall not be deemed to be exclusive of any other right or remedy Owner may have. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, except as may be otherwise herein provided, extend to and bind the respective heirs, executors, administrators, sllccessors ami assigns of the said pJrties; Jnd if there shJII be morc thJn one Tenant, they shJII all be bound jointly and scverJlly by the terms, covenants and agreements herein contained. This paragraph shall only become effective in the evcnt that there is an appeal of In arbitrJlors aWJrd. ARTICLE XXI - OWNER'S LIABILITY Section 21.01. Limitations on Liabilitv (A) Anything contained in this Lease to the contrary notwithstanding, Tenant agrees that Tenant shall look solely to the fee simple interests or leasehold estate of the Owner in the Shopping Center for the collection of any judgment (or other judicial process) requiring the payment of money by Owner in the event of any default or breach by Owner with respect to any of the terms and provisions of this Lease to be observed or perfonned by Owner. subject, however, to the prior rights of the holder of any mortgage covering the Shopping Center, and NO OTHER ASSETS OF OWNER SHALL BE SUBJECf TO LEVY. EXECUTION OR OTHER JUDICIAL PROCESS FOR THE SATISFACTION OF TENANT'S CLAIM, AND OWNER SHALL NOT BE LIABLE FOR ANY SUCH DEFAULT OR BREACH EXCEPT TO THE EXTENT OF OWNER'S INTEREST IN THE SHOPPING CENTER. &ti? (Tenant) (B) Owner shall not be liable for any damage occasioned by failure of the Premises to be in repair, nor for any damage done or occasioned by or from plumbing, gas, water, sprinkler, steam or other pipes or sewerage, or the bursting, leaking or running of any tank, washstand. water closet or waste pipe in, above, upon or about the Premises or improvements constituting a part thereof, nor for any damage occasioned by water, snow or ice being upon or coming through the roof, skylights, trap door or otherwise. (C) In the event that in this Lease it is provided that the exercise of any right by Tenant or the performance of any obligations of Tenant shall be subject to the consent or approval or Owner and " that the consent or approval of Owner shall not be unreasonably withheld or delayed. then in any case in which Owner shall withhold or delay its consent, Tenant hereby waives any and all rights it may have to recover (and Tenant shall not seek in any proceeding) any damages from Owner on account thereof; it being agreed that Tenant's sole remedy for Owner's withholding or delaying of consent shall be injunctive relief (without any right to damages). (D) Notwithstanding anything to the contrary contained in this Lease, if Owner shall elect to provide security service then (i) any security service that may be provided by Owner is intended solely for the protection and benefit of the Common Facilities and not for the protection or benefit of the Leased Premises or any other premises; and (ii) Owner shall not be liable in any manner whatsoever to Tenant or to any third party by reason of Owner's act or failure to act in providing or maintaining security in toe Shopping Center. Section 21.02. Owner's Obligations With Respect to Future Building Areas. Notwithstanding anything set out in this Lease to the contrary. it is understood and agreed that (i) Tenant will not cancel this Lease nor be entitled to claim any actual or constructive eviction because of a default of Owner either by act or omission under this Lease when such act or omission relates to any Future Building Area shown on Exhibit A, and Tenant will not abate rentals or otherwise credit or offset damages against rental under this Lease because of any act or omission of Owner under this Lease which relates to any Future Building Area shown on Exhibit A, but shall not be construed as a waiver of any rights Tenant may have in person against or as a waiver of any remedies by way of injunctive relief which Tenant may have against Owner (other than one who becomes such after the foreclosure of any first mortgage covering any part of the real property which is contained within the Shopping Center, or after the execution of a deed in lieu tbereof); and (ii) the restrictions set out in tbis Lease, if any, to the extent the same relate to any Future fluilding Area sbown on Exhihit A, and all ohligations of Owner with respect to such restrictions sball absolutely and automatically terminate for all purposes from and after the date the holder of any first mortgage affecting the real property whicb is contained within thc Shopping Center, forecloses its mortgage or obtains a deed in lieu thereof. For purposes of this Section, an "Outlot" shall be considered the same as a Future Building Area. ARTICLE XXII- HOLDING OVER Section 22.0 I. Holding Over. In the event Tenant remains in possession of the Leased Premises after tbe expiration of the tenancy created hereunder. and without the execution of a new lease, Tenant, at the option of Owner, shall be deemed to be occupying the Leased Premises as a tenant from month-to-month, at a rate equal to 125% of the Annual Minimum Rent for the last Lease Year of the term, subject to all the other conditions. provisions and obligations of this Lease insofar as the same are applicable to a month-to- month tenancy. Section 22,02. Time is of the Essence. Time is of the essence of each provision of this Lease. Tenant hereby waives notice to quit the Premises at the expiration of the term of this Lease or any earlier termination, and this Lease shall constitute sufficient notice to quit without any obligation upon Owner to provide Tenant with any additional notice thereof. ARTICLE XXIII- WAIVER; NOTICE: DEFINITIONS: MISCELLANEOUS. " Section 23,01. Waiver. No delay or omission in the exercise of any right or remedy of Owner on any default by Tenant shall impair such a right or remedy or be construed as a waiver, No covenant, term or condition of this Lease shall be deemed to have been waived unless slier, WniVf"f Of" in writing signed by th~ p:lrty ch:uged therewith. Section 23.02. Force Maieure. In the event either party hereto shall be delayed or hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, labor troubles, inability to procure materials. failure of power, restrictive governmental law or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section shall not (a) operate to excuse Tenant from prompt payment of Annual Minimum Rent or any other payment required by the terms of this Lease, and (b) be applicable to delays resulting from the inability of a party to obtain financing or to proceed with its obligations under this Lease because of a lack of funds. Section 23.03. Notices and Pavments. (A) Whenever any notice, consent, approval or authorization ("Notice") is required or permitted under this Lease, the same shall be in writing and all oral notices, consents, approvals and authorizations shall be of no effect. All Nolices by TCllanl to Owner shall be sent to Owner by registered or certified mail (return receipt requested), postage prepaid, or by a nationally reeognized overnight courier service (Federal Express, AirBorne, UPS Next Day Air or similar) at the "Address of Owner" designated in Section A-I of the Basic Lease Provisions, or to such other address(es) as Owner IlJay later designate in writing (including, without limitation, any lIotice which Tenant shall be required to give Owner's mortgagee pursuant to Section 12.()4). Until Owner is notilled otherwise by Tenant, all Notices by Owner to Tenant shall be deemed to have been duly given if sent by registered or certified mail (return receipt requested), postage prepaid, or by a nationally recognized overnight courier service (Fcderal Express, AirBorne, UPS Next Day Air or similar) to Tenant at the "Address of Tenant" designated in Section A-I of the Basic Lease Provisions. In the caSe of notices sent by overnight courier, delivery shall be deemed effective one day after such notice is sent. Until otherwise notified in writing by Owner, Tenant shall pay all rent and other sums required to be paid by it under this Lease by check payable to the order of Owner and shall deliver the same, together with all sales reports required under Article III and all certificates of insurance required to be furnished by Tenant pursuant to Article X, to the address of Owner designated in Section A-I of the Basic Lease Provisions. (B) All Notices shall be effective upon being deposited in the United States mail in the manner prescribed in paragraph (A) of this Section. However, the time period in which a response to any such Notice must be given shall commence to run from the date of receipt by the addressee thereof as shown on the return receipt of the Notice. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice was given, shall be deemed to be receipt of the Notice as of the date of such rejection, refusal or inability to deliver. Section 23.04. Definitions. (A) The term "calendar vear" shall mean a period of 12 consecutive full calendar months, commencing January I and ending December 31. ~ ' (B) The term "Guarantor" as used in this Lease~I1AII:.!j!i,;Jie~ilfu;j'fo'fu~!!,iV!i.tc:m)J1,..LWg their;;~sj5buse/~if ,any), partnership, corporation or other entity which has undertaken, by separate> instrument, endorsement on this Lease or in any other manner. to warrant, agree or guarantee that the obligations of Tenant, or any portion thereof, shall be performed by Tenant. (C) The term "Gross Leasable Area" shall mean the aggregate floor area within the exterior faces of the exterior walls (except party walls as to which the center thereof, instead of the exterior faces thereof, shall be used). Changes in Gross Leasable Area occurring during any calendar month shall be effective on the first day of the next succeeding calendar month and, unless otherwise herein specified to the contrary, the total number of square feet of Gross Leasable Area in effect for any calendar year shall be the average of the number of square feet of Gross Leasable Area on the first day of each calendar month in such calendar year. (D) The term "including" as used in this Lease shall mean "including without limitation". (E) The term "Interest Rate" shall mean a rate of interest. per annum, equal to the lessor of (i) the highest lawful rate of interest that may be charged Tenant under the laws of the State in which the Leased Premises is located or (ii) two percent (2%) in excess of the "Effective Rate" of Chase Manhattan Bank, N.A., New York, New York (or its successor) (the "Bank") initially determined as of the date any rent, additional rent or other payment under this Lease is due and for which interest at the Interest Rate is charged and thereafter adjusted daily; PROVIDED, HOWEVER, if the Bank should cease to exist as a viable commercial bank, then the "Effective Rate" of any commercial bank selected by Owner and having capital and surplus of at leas't $50,000,000.00 shall be used to determine the Interest Rate. The term "Effective Rate" shall mean the rate of interest announced by the Bank or other commercial bank selected by Owner as aforesaid, as the case may be, as its prime lenJing rdlc, The Effective Rate shall be d' announced by the Bank notwithstdnding that the Bank may actually charge other rates, and a written statement from the Bank or any national investment brokerage linn or natiOlldl bank as to what the Effective Rate was on any given day skill he deemed conclusive, (1') The term "Lease Year" shdll mean a period of twelve consecutive full calendar months, The lirst Lease Year shall begin on the date of commencement of the term if such date of commencement shall occur on the lirst day of a calendar month; if not, then on the lirst day of the calendar month next following such date of commencement. Each succeeding Lease Year shall commence upon the anniversary date of the first Lease Year, (G) The term "Mortgage" shall include l\ deed of trust. The term "mortgagee" shall mean the holder of a mortgage and beneficiary under a deed of trust. (H) The term "Tenant's Percentage Share" shall mean the Tenant's proportionate share based on the calculated percentage of Tenant's Gross Leasable Area as herein defined in relation to the total gross leasable area of the shopping center. (I) The word "Tenant" shall mean each and every person or party mentioned as Tenant herein, and if there shall be more than one Tenant, any Notice required or permitted by the terms of this Lease may be given by or to anyone thereof and shall have the same force and effect as if given by or to all thereof. (J) The word "term" shall mean the period from the date of the commencement of this Lease to the expiration or sooner termination thereof, including any extension thereof, all as herein provided. Section 23.05. Miscellaneous. " " (A) Recording of Lease. Neither party shall record this Lease in its entirety. However. upon the request of either party, the other party shall join in the execution of a memorandum or so-called "short form" of this Lease for the purpose of recordation. (B) Obligations Surviving Termination. All obligations of Ten ant and Owner which by their nature involve performance. in any particular. after the end of the term, or which cannot be ascertained to have been fully performed until after the end of the term, shall survive the expiration or sooner termination of the term. (C) Governing Law and Jurisdiction. The laws of the Commonwealth of Pennsylvania shall govern the validity, performance and enforcement of this Lease. (D) No Accord And Satisfaction. No payment by Tenant or receipt by Owner of a lesser amount than the monthly rent and other charges, nor shall any endorsement or statement on any check or on any letter accompanying any check be deemed an accord and satisfaction, (E) Alterations And Amendments. Except as herein otherwise expressly provided, no subsequent alteration, amendment, change or addition to this Lease, nor any surrender of the term, shall be binding upon Owner or Tenant unless reduced to writing and signed by them. (F) No Partnership. Owner does not in any way or for any purpose become a partner of Tenant in the conuuct of its business or othawise, nor a joint venturer or a member of a joint enterprise with Tenant. (G) Withholding ['onsenl. Wherever in this LeaSt' a party's consent or approval is required. such approval may be withheld arbitrarily unless otherwise herein specifically provided to the contrary, (II) ['aptions; Article Numbers. The captions, section numbers, article numbers and inde~ appearing in this Lease in no way deline, limit, construe or describe the scope or intent of such sections or articks of this Lease. The language in all parts of this Lease shall in all cases be construed as a whok according to its fair meaning, and not strictly for not against either Owner or Tenant, and should a court be called upon to interpret any provision hereof, no weight shall be given to, nor shall any construction or interpretation be influenced by, any presumption of preparation of a lease by Owner or by Tenant. (I) Guaranty. At the time of executing this Lease, Tenant shall provided to Owner a signed Guaranty of Lease including the signature of the spouse, if any, in form and substance as set forth in Exhibit 0 hereto. Each Guarantor shall provide Owner with an annual financial statement upon request. (J) Severability. In the event that one or more provisions of this Lease shall be found to be unenforceable at law or in equity. the remainder of the Lease shall not be affected and shall remain in full force and effect. (K) Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respectiye legal representative, heirs. successors and assigns. (L) Tenant's Coroorate Authority. If Tenant is a corporation, it shall, concurrently with the signing of this Lease, furnish to Owner certified copies of the resolutions of its Board of Directors (or of the executive committee of its Board of Directors) authorizing Tenant to enter into this Lease: and it shall furnish to Owner proof that Tenant is a duly organized corporation under the laws of the state of its incorporation, is qualified to do business in the Pennsylvania, is in good standing under the laws of Pennsylvania. and has the power and authority to enter into this Lease, and that all corporate action requisites to authorize Tenant to enter into this lease has been duly taken, " (M) Brokers. Except as set forth below, Tenant represents and warrants that it has not dealt with any broker in respect to this Lease, and agrees to defend, indemnify and save Owner harmless against all demands, claims and liabilities arising out of any dealings between Tenant and any other broker in respect to this Lease: Rothman, Schubert & Reed Realtors. ,Tenant acknowledges the receipt and review of the Consumer Notice disclosure set forth in Exhibit E and incorporated herein by reference. THIS LEASE CONSTITUTES THE ENTIRE AGREEMENT THIS LEASE AND THE EXHIBITS AND RIDER. IF ANY, ATTACHED HERETO, IS THE COMPLETE AGREEMENT BETWEEN OWNER AND TENANT CONCERNING THE LEASED PREMISES AND THE SHOPPING CENTER. THERE ARE NO ORAL AGREEMENTS. UNDERSTANDINGS, PROMISES OR REPRESENTATIONS BETWEEN OWNER AND TENANT AFFECTING THIS LEASE. ALL PRIOR NEGOTIATIONS AND UNDERSTANDINGS. IF ANY, BETWEEN THE PARTIES HERETO WITH RESPECT TO THE LEASED PREMISES AND THE SHOPPING CENTER SHALL BE OF NO FORCE OR EFFECT AND SHALL NOT BE USED TO INTERPRET THIS LEASE. IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first-above written. WITNESS: OWNER: ({othman, Schuher! & Reed, a Pennsylvania General Partnership ( I', (\ '\ '. 0" \)c ,J(,/\o/)(., ',-' (/ " r /<J , By: 0'l J)ll (c I '.j ,{, ,.,' e (SEAL) Samuel L. Reed, Attorney-in-Fact pursuant to Power or Attorney dated August 21, 1996, and recorded in Misc. Book 528, Pagc 480. WITNESS: TENANT: Just Bcad It, LLC, a Pcnnsylvania limitcd liability company lY::' -.---- p By: ' (SEAL) ~ " :" . EXHIBIT B OWNER'S WORK Executed with Lease dated ~ t , 2004, between William F. Rothman, Charles F. Schubert & Samuel L. Reed, Co-Partners, t/d/b/a Rothman, Schubert & Reed, a Pennsylvania General Partnership, as Owner and Just Bead It. LLC, a Pennsylvania limited liability company, as Tenant. Owner agrees, at its expense, to deliver the Leased Premises to Tenant with the following work set forth below. Owner has not agreed to perform any other work in the premises, and all other work necessary to complete the Leased Premises shall be done at Tenant's sole cost and expense. Owner shall provided Tenant with a "pure vanilla box" which shall include the following work/construction to the Leased Premises: I. Four (4) walls, Y2' dry-walled and primed, 2. 2x4 grid ceiling with Iluorescent lighting through out, 3. HV AC--heated and cooled with roof top units, gas fired heat, and electric cooling. Cooling based on one (1) ton per 400 square feet. To be turned over in good working condition. 4, One (I) o"throom (unisex) with standard plumoing in compliance with ADA, 5. One (I) hot water healer for oathroom only. 6, 200 amp electrical service with miscellaneous receptacles Ihrough out as required by Code. 7. Concrete Ilooring, 4" thick, 3000 psi. 8. Glass front, all windows and maintenance doors to be aluminum as manufactured by Kawaneer or equivalent. 9. Water, sewer and gas to be supplied at rear of property, 10. One (1) demising wall. Tenant shall be responsible for build-out, Iloor covering. additional plumbing and additional hot water heater to service the Leased Premises and such other work necessary to complete the Leased Premises all at Tenant's sole cost and expense and not without Owner's approval. EXHIBIT C RULES AND REGULATIONS {coant shaii al ail (illl~s Juring the term vf th...:: LeJ.3c: l. Observe all traffic regulations, including posted speed restrictions and warnings and stop signs. Owner shall have the right of enforcing these regulations and of prohibiting use of access streets, service driveways and parking areas to violators. 2, Not permit smoking in the Leased Premises. 3. Use, maintain and occupy the Leased Premises in a careful, safe, proper and lawful manner, keep the Leased Premises and its appurtenances, including adjoining areas and sidewaJks, in a dean and safe condition. 4, Keep the sidewalks and areas contiguous to the Leased Premises free of ice, snow and lifter. 5, Kecp all glass in thc doors and windows of the Leased Premises clean, 6. Not. without prior written consent of the Owner, place. maintain or sell any merchandise in any vestibule or entry to the Leased Premises. on the sidewalks adjacent to the premi;,.cs. or e1scwhac on the outside of the Leased Premises. 7, Keep the Leased Premises clean, orderly and in sanitary condition. free of insects, rodents. vermin and other pests. and if by reason of any infestation of the Leased Premises by insects. rod~nts. vermin or other pests. any other store in the Shupping Center becomes infested by any stich condition, Tenant shall be responsible for exterminating any such condition in other inlcsted stores. 8. Not permit undue accumulations or garbage. trash. rubbish and other rcruse in or around the Leased Premises. keep refuse in dosed containers within the inh:rior of rhe premises or <I dcsigrl<lled dumpster until removed. and arrange for regul<ir removal of refuse at its expense. 9. Not use. permit or suffer the use of any apparatus or instruments for musical or other sound reproduction or transmission in such manner that the sound emanating therefrom or caused thereby shall be audible bcyond the interior of the Leased Premises. 10. Not load or unload fixfllrcs or mcrclwndisc from :InY premises entrance except the rear delivery entrance. II. Not deliver or suffer or permit delivery of merchandise to, or collection of refuse from. the Leased Premises after 11:00 a.m. on any day, 12. Light the show windows and exterior signs of the premises to the extent that Owner may from time to time require. 13. Keep all mechanical apparatus free of vibration and noise, which may be transmitted beyond the confines of the Leased Premises. 14. Not cause or permit objectionable odors to emanate or be dispelled from the premises. 15. Not overload the floors or electrical wiring and not install any additional electrical wiring or plumbing without Owner's prior written consent. 16. Not use show windows in the Leased Premises for any purpose other than display of merchandise for sale in a neat and attractive manner. ",J . I 7. Not conduct. permit or suffer any public or private auction sale to be conducted on or from the Leased Premises. lB. Not solicit business in the common areas of the Shopping center or distribute hand bills or other advertising materials in the common areas, and if this provision is violated Tenant shall pay Owner the cost of ..:olI..::cting :;Jm~ fi0m tll~ common ,:U(;.1.') fui." lrJ.:ih JispuSJL 19. Automobiles belonging to Tenant, its employees and invitees, shall be parked only in the areas that may be designated by Owner. subject to the provisions of this Lease. 20. Doors in the Leased Premises shall not be covered or obstructed by Tenant. 21. Water closets and other plumbing shall be used for no other purpose than those for which they were intended and no sweepings, rubbish, rags, or improper articles and materials shall be thrown therein, It is recognized by the parties that chemicals, paints and thinners are especially injurious to the functioning of the property's sewage disposal system and, without limitation, shall not be disposed of in such sewage system. 22. No signs, advertisements or notices of any kind shall be painted or aftixed to any part of the outside of the Leased Premises without the prior written permission of Owner. 23, No person of disorderly character will be allowed to frequent or remain on or about the Leased Premises. 24. No nuisam;~. public or privat~, shall b~ created or pt:rmiHed in the demist:d premises and th~ Leased Premises shall be conducted so as that no annoyance is caused to Owner, Owners's employees or other tenants of the Owner. It is recognized that the Leased Premises are part of a Shopping Center in which numerous tenants arc localed and Ihat absolute supervision of the use of the Leased Premises is necessary in orda to officially maintain and operah: an entire Shopping Centt;r, and the parties thcrr;forc agree that the Owner shall have tht.: exclusive and sole right of clctcrrnining as lo wlwt con.'ilitutcs a IltJisances and thaI its ddermination shall be binding and absolutc. 25. Upon termination of the Lease. doors and windows of the building shall be left securely fastened and the keys to the kased premises shall be deli vered to the Owner. 26. Tenant's fire fighting and prevention apparatus shall be adequate and sufficient and shall be kept in proper working condition and accessible at all times so as to conform to all applicable laws, ordinances and regulations. \ IN WITNESS WHEREOF, the parties sel forth theirs hands this ~ day of Ili',U_M-~~..-\_ 2004. WITNESS: ~G_C:/---\::;C1w\ 0 F)( WITNESS: OWNER: Rothman, Schubert & Reed, a Pennsylvania General P~nership By: ,x::i:uncl.uY c1k/r ,-(J (SEAL) Samuel L. Reed, Attorney-in-Fact pursuant to Power of Attorney dated August 21, 1996. and recorded in Misc. Book 528, Page 480. TENANT: Just Bead It, LLC BY:~~, 1'r1.U'lk~ v Carrie Perry, Member (SEAL) , " '-.. EXHIBIT D GUARANTY OF LEASE In consideration of the making of the above Lease dated J)~ l ,2004. by the Tenant with the Owner at the request of the undersigned, and in reliance of the Guaranty, the undersigned hereby unconditionally and irrevocably guarantees the payment of the rent to be paid by the Tenant and the performance by the Tenant of all the terms, conditions, covenants and agreements of the Lease and its Exhibits, and the undersigned promises to pay all of the Owner's expenses, including reasonable attorney's fees, incurred by the Owner in enforcing this Guaranty. The Owner's consent to any assignment or assignments. and successive assignments by the Tenant and Tenant's assigns, of this Lease, made either with or without notice to the undersigned, or a changed or different use of the Leased Premises, or Owner's forbearance delay. extensions of time or any other reason whether similar to or different from the foregoing. shall in no way or manner release the undersigned from liability as Guarantor. Where the undersigned include more than one party, the obligation of each such party hereunder will be joint and several. It will not be necessary for Owner to proceed first against Tenant in invoking any of Owner's lease remedies before proceeding to enforce this Guaranty of Lease. WITNESS the hand and seal of the undersigned at the date of the above Lease. 55: /11C/ , I C L.c c.\,,------- GUARANTOR(S): ;/1, /~) ,/ _<r t',,! e, /-' ,1,\ \7_/ lC" . I' J II ,arnc crry _ , . , . , " . . EXHIBIT E CONSUMER NOTICE THIS IS NOT A CONTRACT --) C A- Q '\l +---. I' -:z r Vi , ~ w j Qf r-'- ~, I p ~ \L -D w C) ~ --- -<0 Vi o _J ~ D +- 7~ ---'------- -"T) i~_" n S'-;; ",-, r:;'':)- ,-;:..l ",^. -~ '-- ~, () "n --< :C-r") nll':-~'" ~1" \,,' ,-< ..,~~~~, ;--..~ ~~-~ ;:;1"\1 '---""\ ~;~ .- "" 4"1 ~ c:? c. David J. Lanza LD. No. 55782 2157 Market Street Camp Hill, Pennsylvania 170 II (717) 730-3775 Attorney for Plaintiffs WILLIAM F. ROTHMAN, CHARLES F. SCHUBERT & SAMUEL L. REED, Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 01... -IL3~ Clc.>J-,~VU v. CIVIL ACTION - LA W JUST BEAD IT, LLC and CARRIE PERRY Defendants TO: Just Bead It, LLC 4405 Carlisle Pike Camp Hill, PA 17011 You are hereby notified that on (T{;Jfu L. ), L, 2006, judgment by confession was entered against you in the sum of $123,530.00 in the above-captioned case, v:1 , C,rif' Prothonotary 'hz YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A L~ER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. f I DATE: 3/,]1/66 , I Court Administrator Cumberland County Courthouse One Courthouse Square Carlisle, Pennsylvania 17013 (717) 240-6200 I hereby certify that the following is the address of the Defendants stated in the certificate of residence: Just Bead It, LLC 4405 Carlisle Pike Camp Hill, PA 17011 I' ,)/0 Attorney for Plaintiffs David J. Lanza 1.D, No. 55782 2157 Market Street Camp Hill, Pennsylvania 17011 (717) 730-3775 Attorney for Plaintiffs Plaintiffs IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. Ck - /L2~ C;~l-,!0L""\ WILLIAM F. ROTHMAN, CHARLES F. SCHUBERT & SAMUEL L. REED, v. CIVIL ACTION ~ LA W JUST BEAD IT, LLC and CARRIE PERRY Defendants TO: Carrie Perry 4405 Carlisle Pike Camp Hill, PA 17011 You are hereby notified that on (rl';::lll r (,;l. \ ,2006, judgment by confession was entered against you in the sum of$123,530,OO in the above-captioned case. DATE Jbll()h I I ~) / YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NO 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. Court Administrator Cumberland County Courthouse One Courthouse Square Carlisle, Pennsylvania 17013 (717) 240-6200 I hereby certify that the following is the address of the Defendants stated in the certificate of residence: Carrie Perry 4405 Carlisle Pike Camp Hill, PA 17011 /7 U/\ Attorney for Plaintiffs t " SHERIFF'S RETURN - REGULAR CASE NO: 2006-01634 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND ROTHMAN WILLIAM F ET AL VS JUST BEAD IT LLC ET AL MARK CONKLIN , Sheriff or Deputy Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon JUST BEAD IT LLC the DEFENDANT , at 1340:00 HOURS, on the 5th day of April , 2006 at 5008 GREENWOOD CIRCLE ENOLA, PA by handing to CARRIE PERRY, FORMER OWNER a true and attested copy of CONFESSION OF JUDGMENT together with and at the same time directing Her attention to the contents thereof, '" me this ICr- day of So Answers: 18,00 .../?/ ~//.#( 11,44 ~~...,_,,< ~ ,39 -r .- 10,00 R, Thomas Kline .00 39,83n 04/06/2006 befo:DAVIDB~ZA ~ / epu Sheri f f Sheriff's Costs: Docketing Service Postage Surcharge Sworn and Subscribed to I\A..., J~& A.D. Prothonotary ,> SHERIFF'S RETURN - REGULAR . CASE NO: 2006-01634 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND ROTHMAN WILLIAM F ET AL VS JUST BEAD IT LLC ET AL MARK CONKLIN , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within CONFESSION OF JUDGMENT was served upon PERRY CARRIE the DEFENDANT , at 1340:00 HOURS, on the 5th day of April , 2006 at 5008 GREENWOOD CIRCLE ENOLA, PA 17025 by handing to CARRIE PERRY a true and attested copy of CONFESSION OF JUDGMENT 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 '-/"7/ .00 r~?~~-~ ~.; .00 ~ 10.00 R, Thomas Kline ,OOCJ'I 16,00 r-:.,4/06/2006 DAVID LANZA Sworn and subscribed to before By: /::iLl me this I ~ "'- day of ~ JIrDl,. A,D, Prothonotary