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HomeMy WebLinkAbout02-1632Attorneys for Plaintiff: ,JAMES A. DIAMOND, ESQUIRE Pa. I.D. No. 43902 JOHNSTON & DIAMOND, P.C. Suite 100, 150 Corporate Center Drive P. O. Box 98, Camp Hill, PA 17001-0098 Phone: (717) 975-5500 CONNECTICUT GENERAL L~E INSURANCE COMPAre, a Connecticut Corporation, Plaintiff V. DEBRA A. LANDAU, dPo/a CRABTREE & EVELYN, an Adult Individual, Defendant IN THE COURT OF COMMON PI F. AS CUMBERLAND COUNTY, PENNSYLVANIA NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief re- quested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TEI.EPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET !.EGAL HELP. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (717) 249-3166 or 800-990-9108 Attorneys for Plaintiff: JAMES A. DIAMOND, ESQUIRE Pa. I.D. No. 43902 JOHNSTON & DIAMOND, P.C. Suite 100, 150 Corporate Center Drive P. O. Box 98, Camp Hill, PA 17001-0098 Phone: (717) 975-5500 CONNECTICUT GENERAL L~E INSURANCE COMPANY, a Connecticut Corporation, Plaintiff V. DEBRA A. LANDAU, d/b/a CRA~T~EE & EVELYN, an Adult Individual, Defendant IN THE COURT OF COMMON pl .FAS CUMBERLAND COUNTY PENNSYLVANIA oO -J¢$0 - COMPLAINT Plaintiff, Connecticut General Life Insurance Company, through its attorneys, James A. Diamond, Esquire and the law fiun of Johnston & Diamond, P.C., files this Complaint against Defendant, Debra A. Landau, doing business as Crabtree & Evelyn, and in support thereof al- leges as follows: 1. Plaintiff, Connecticut General Life Insurance Company (hereinafter "Landlord"), is a Connecticut corporation which is authorized to do business in Pennsylvania, with a business address at Camp Hill Shopping Mall, 32nd Street and Trindle Road, Camp Hill, Cumberland County, Pennsylvania 17011. 2. Defendant, Debra A. Landau, doing business as Crabtree & Evelyn (hereinafter "Tenant"), is an adult individual whose last known residential address was 4493 Lakeside Drive, Harrisburg, Pennsylvania 17110, and who, at relevant times, had a business address at Store No. C-5A, Camp Hill Shopping Mall, 32na Street and Trindle Road, Camp Hill, Cumberland County, Pennsylvania 17011. 3. Landlord is, and at relevant times since November of 2000 has been, owner and landlord with respect to a regional shopping mail located at 32na Street and Trindle Road, Camp Hill, Cumberland County, Pennsylvania 17011, which is commonly known as the "Camp Hill Shopping Mall" or "Camp Hill Shopping Center" (hereinafter referred to as "the Mall"). 4. In November of 2000, Landlord, by virtue of a conveyance of fee simple title and an assignment of leases and interests, became successor in title and interest to Mid-Island Prop- erties, Inc., and to Camp Hill Shopping Center Associates. Prior to the November, 2000 con- veyance and assignment, Mid-Island Properties, Inc., had been the fee owner and Ground lessor, and Camp Hill Shopping Center Associates had been the Ground lessee, with respect to the Mall. 5. Tenant was, at all relevant times since November, 1998, bound by a commercial lease pursuant to which she leased certain retail store premises in the Mall designated as "Store No. C-5A" (hereinafter referred to as the "Premises"). 6. Tenant had become a lessee, and entered into possession of the Premises, when she, as assignee of a prior tenant, Gourmet Ltd., entered into a certain lease "Amendment and Modification Agreement" dated November 1, 1998, under which she assumed, and became bound as tenant by, a certain Lease Agreement dated October 15, 1992, and any amendments thereto, between Tenant's said assignor and Landlord's predecessors-in-title. 7. True and correct copies of the said Amendment and Modification Agreement of November 1, 1998, and the said related Lease Agreement dated October 15, 1992, are attached hereto, collectively marked as "Exhibit 1," and incorporated herein by reference. (The Amend- ment and Modification Agreement of November 1, 1998, and the Lease Agreement dated Octo- ber 15, 1992, as amended, are hereinafter collectively referred to as the "Lease.") 2 8. At relevant times beginning in or about November of 1998, Tenant operated a re- tail store in the Premises at the Mail. 9. On or about October 5, 2001, Tenant, in violation of her obligations under the Lease, permanently ceased conducting business in the Premises, removed her goods and prop- erty, and abandoned the Premises leaving it unoccupied and empty. 10. Tenant's term of the Lease was not scheduled to expire until October 31, 2002. 11. Pursuant to the Lease, Tenant was at ail relevant times required to make certain regular monthly payments to Landlord on due dates provided under the Lease, without any prior demand therefor. 12. Such regular monthly payment obligations under the Lease included, but were not necessarily limited to, payments for Fixed Minimum Rent; Percentage Rent to the extent Ten- ant's gross saies (as defined by the Lease) exceeded a certain dollar amount; common area main- tenance charges; reai estate taxes; marketing and media fund charges; HVAC charges; and elec- tricity charges. 13. In addition to such regularly recurring monthly charges, Tenant was at all times obligated under the Lease to timely pay certain annual adjustments on account and speciai as- sessments. 14. Pursuant to the Lease, including in Section 609, Tenant's obligation to make payments of rents and other charges was "without prior notice or demand and without any setoff or deduction whatsoever...." 15. The Lease, in Section 609, provided in relevant part as follows with respect to in- terest due on delinquencies: "Tenant covenants and agrees that ail sums to be paid under this Lease, if not paid within five (5) days after due, shall bear interest on the unpaid portion thereof at the rate of ten (10%) percent per annum from the date when due, but not in excess of the highest legai rates." 16. Notwithstanding Tenant's obligations under the Lease, Tenant has repeatedly failed or refused to pay proper rent and other charges due to Landlord under the Lease, including with respect to the period from at least October of 2000 through February 15, 2002. 17. Landlord sent Notices of Default to Tenant, including most recently a Notice dated November 20, 2001, sent through its legai counsel, a tree and correct copy of which is at- tached hereto as "Exhibit 2" and incorporated herein by reference. 18. Despite Landlord's Notices of Default, Tenant has failed or refused, and contin- ues to fail and refuse, to cure its monetary delinquencies under the Lease. 19. In addition to repeatedly failing and refusing to pay rent and other charges due under the Lease during the period beginning in or about October of 2000, Tenant violated her obligations under the Lease by, among other things, permanently ceasing store operations in the Premises, removing all of her goods and property from the Premises, and abandoning the Prem- ises on or about October 5, 2001. 20. Landlord's said November 20, 2001 Notice of Default, in addition to addressing the monetary defaults, demanded that Tenant cure her non-monetary defaults. 21. Tenant failed or refused, following the Notice of Default, to take any steps to timely cure her non-monetary or her monetary defaults under the Lease. 22. By Notice of Lease Termination dated February 1, 2002, Landlord exercised its rights under the Lease, in view of Tenant's various uncured defaults, to fully terminate the Lease 4 effective February 15, 2002, at 11:59 p.m. A true and correct copy of the said Notice of Lease Temfination is attached hereto as "Exhibit 3" and incorporated herein by reference. 23. The principal amount of Tenant's outstanding delinquency as of February 15, 2002, was at least $45,556.21, as is more fully detailed in the Itemized Statement of Account at- tached hereto as "Exhibit 4," and incorporated herein by reference. WHEREFORE, Plaintiff requests judgment against Defendant, Debra A. Landau, doing business as Crabtree & Evelyn, as follows: a. For $45,556.21 for rent and other charges due under the Lease as of Feb- mary 15, 2002; b. For any Percentage Rent calculated in accordance with the Lease; c. For interest calculated pursuant to the Lease at ten (10%) percent per an- num on all such sums; and For such other and further relief as this Court deems equitable and appro- do Dated: April 3, 2002 Respectfully submitted, JOHNSTON & DL~dOND, P.C. Suite 100, 150 Corporate Center Drive Post Office Box 98 Camp Hill, Pennsylvania 17001-0098 (717) 975-5500 Attorneys for Plaintiff, Connecticut General Life Insurance Company VERIFICATION I, NINA R. KILROY, Senior Vice President of Metro Commercial Management Ser- vices, Inc., as agent for Connecticut General Life Insurance Company with respect to the Camp Hill Shopping Mall, am authorized to make this Verification, and hereby verify that the statements contained in the foregoing Complaint are tree and correct to the best of my knowledge, information and belief, and are made subject to the penalties of 18 Pa.C.S. §4904 relating to unswom falsification to authorities. Dated: April 2, 2002 EXHIBIT 1 CAMP [{ILL SHOPPING MALL South 32nd Street and Trindle Road Camp Hill, Pennsylvania LEASE AGREEmeNT BETWEEN CAMP NILL SHOPPING CENTER ASSOCIATES Landlord AND GOURMET LTD. CRABTREE & EVELYN STORE NO. C-SA Tenant AGENT: Ki{AVITZ PROPERTIES, INC. Suite&60 555 E. City Line Avenue Bata Cynwyd, Pa. 19004 (215) 668-1550 ASSIGNMENT AND MODIFICATION AGREEMENT THIS ASSIGNMENT ANDMoDIFICATION AGREEMENT ("Agreement") made as of the 1st day of November, 1998 by and between CAMP HILL SHOPPING CENTER ASSOCIATES, a Pennsylvania general partnership ("Landlord") and GOURMET LTD d/b/a CPOkBTREE & EVELYN ("Assignor") and DEBORAH A. LANDAU d/b/a CRABTREE & EVELYI~, 611 Showers Street, Harrisburg, Pennsylvania 17104 ("Assignee") W I TNE S S E TH: W}{EREAS, Landlord and Assignor are parties to that certain Lease Agreement dated October 15, 1992 and all subsequent amendments and modifications thereto (collectively, the "Lease") for c~rtain premises located in Camp Hill Shopping Center, Building Section No. C, Store No. 5A, situated at 32nd and Trindle Road, Camp Hill, Cumberland County, Pennsylvania and more particularly described therein (the "Premises"). W~EREAS, Assignor desires to assign all right, title and interest in the Lease, as tenant, to Assignee; Assignee desires to accept said assignment; and Landlord desires to consent to said assignment; WqqEREAS, the parties hereto acknowledge that the option period in the Lease was not exercised, but the Lease term was extended until October 31, 1998 by agreement between Landlord and Assignor; and W~EREAS, the parties hereto now desire to modify the terms of the Lease. NOW THEREFORE, for and in consideration of these presents and the mutual covenants herein set forth and for $10.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. ASSIGNMENT. Assignor hereby assigns and transfers to Assignee any and all of Assignor's right, title and interest in and to the Lease. Assignor executes this Assignment and Modification for the sole purpose of assigning and transferring its interests in the Lease to the Assignee. Assignor is hereby released of and from any further liability with respect to the Lease by Landlord and Assignee. 2. ACCEPTANCE. Assignee hereby accepts the foregoing assignment and transfer and promises to pay all rent and additional rent and to faithfully perform all other covenants, stipulations, agreements and obligations under the Lease accruing on and after November 1, !9.98, or otherwise attributable to the period commencing on said date and continuing thereafter. 3. MODIFICATION. Notwithstanding anything herein or in the Lease to the contrary, the parties hereto agree that the Lease shall be modified as follows: (a) The term of the Lease shall be extended for a period of five {5) years commencing November 1, 1998 and terminating October 31, 2003. After October 1, 2000, upon sixty (60) days written notice from Assignee to Landlord, Assignee may terminate the Lease if Assignee's gross sales in any prior consecutive twelve month period beginning on or after November 1, 1998 did not equal or exceed Three Hundred Thousand Dollars ($300,000). Assignee's notice to terminate must be delivered to Landlord not later than November 30, 2000. (b) ~inimum Annual Rent, Percentage Rent and all other charges.shall be paid as follows: 11/1/'1998 - 10/31/1999 - Assignee shall pay to Landlord, in lieu of Minimum Annual Rent and all charges for extras, an amount equal to seven percent (7%) of Assignee's gross monthly sales; provided that beginning on May 1, 1999, electricity shall be billed based on Assignee's actual usage as determined by a check meter and/or as computed by a qualified consultant. 11/1/1999 - 10/31/2000 - Assignee shall pay to Landlord, in lieu of Minimum Annual Rent and all charges for extras an amount equal to eight percent (8%) of Assignee's gross monthly sales; provided that electricity shall be billed based on Assignee's actual usage as determined by a check meter and/or as computed by a qualified consultant, 11/1/2000 - 10/31/2003 - - Minimum Annual Rent: Fifteen Thousand Pour Hundred Dollars and Eight Cents ($15,400.08), payable in equal monthly installment~ of One Thousand Two Hundred and Eighty-Three Dollars and Thirty- Four Cents ($1,283.34), plus Annual Percentage Rent: An amount equal to seven percent (7%) of Assignee's annual gross sales in excess of Two Hundred and Fifty Thousand Dollars ($250,000.00), plus - Common Area Maintenance Charge: Five Thousand Five Hundred and Fifty-Five Dollars ($5,555.00) per year, plus - Real Estate Taxes: One Thousand Forty-Five Dollars ($1,045.00} per year, plus Marketing & Media Fund: One Thousand Two Hundred and'Ten Dollars ($1,210.00) per year,' such amount to be increased each year, beginning November 1, 2001, by five percent (5%) of previous year's charge, plus - HVAC: TO be billed based on Assignee's connected load as computed by a qualified consultant. - Electricity: To be billed based on ~signee's actual usage as determined by a check meter and/or as computed by a qualified consultant (c) The. Premises shall be used for the display and retail sale of toiletries, including but not limite~ to soaps, creams, shampoo, lotions and colognes; personal care items; fine comestibles, such as teas, preserves, candies, condiments and other specialty foods; home fragrances such as potpourri and candles; stationery, home goods, soft goods and related accessory items, provided such items do not exceed 15% of Assignee's inventory, and for no other purpose. (d) Notwithstanding anything to the contrary contained in this Lease, in connection with any expansion, enlargement or rearrangement of the Shopping Center or any aspect thereof, Landlord shall have the right on one or more occasions to require that Tenant relocate from the Premises to a location designated by Landlord ("Relocated Premises") which shall contain approximately the same number of square feet as currently contained within the Premises. Landlord shall advise Assignee in writing as to the location of the Relocated Premises and the date by which Landlord will require that Assignee complete such relocation. Within thirty (30) days after receipt by Assignee of Landlord's notice, Assignee shall advise Landlord in writing whether Assignee agrees to relocate to the Relocated Premises in accordance with the provisions hereof. In the event Assignee fails to notify Landlord that Assignee will relocate within the aforesaid time frame, or fails to notify Landlord of its decision with respect to such relocation, or Assignee refuses to relocate, then at any time thereafter Landlord may cancel this Lease upon fifteen (15) days prior'written notice to Assignee, in which event this Lease will expire on such date a~ though the date set forth in the letter of cancellation was fixed as the expiration date hereof and Landlord shall have no liability to Assignee as a result of such cancellation. If Assignee agrees to relocate, after notice from Landlord to do so, Assignee shall, at Landlord's cost and expense, commence and diligently proceed to complete all work required to make the Relocated Premises suitable for Assignee's business, physically relocate to such Relocated Premises and commence business therein not later than the date specified in Landlord's notice to Assignee which date shall not be less than ninety (90) days from the date of said notice, and the Relocated Premises shall be deemed demised hereunde~ in lieu of the demised premises. At the request of Landlord, the parties shall enter into an amendment to this Lease which shall confirm the area and size of the Relocated Premises. All rents and charges shall be amended automatically to bear the same relationship presently set forth in the Lease as the existing area of the Premises bears to the area of the Relocated Premises. 4. CONSENT. In consideration of the foregoing, Landlord hereby consents to the assignment of the Lease by Assignor to Assignee, but upon the express condition that neither such consent nor the collection of rent from Assignee shall be deemed a waiver or relinquishment for the future of the covenant against assignment or subletting. Landlord hereby releases Assignor from all liability under the Lease upon acceptance of this Agreement and all of the terms of the Lease as modified herein by Assignee and execution and delivery to Landlord of a Suretyship Agreement by Deborah A. Landau and David Landau. 5. Ail other terms and conditions of the Lease remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. LANDLORD: CAMP HILL SHOPPING CENTER ASSOCIATES, a Pennsylvania general partnership By'TS GENEP. AL PARTNER ASSIGNOR: .... Richaid J. ,~m~t%, ~f~en%. :' , ~ · /~ ,~ De.rah A. Landau CAMP HILL SHOPPING CENTER INDEX LEASE AGREEMENT KRAVITZ pROPERTIES, INC., Agent for CAMP HILL SHOPPING CENTER ASSOCIATES TO GOURMET LTD. ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX ARTICLE X ARTICLE XI .ARTICLE XlI ARTICLE XIII ARTICLE ARTICLE XV ARTICLE XVI ARTICLE XVII ARTICLE XVIII ARTICLE XIX ARTICLE XX ARTICLE ARTICLE XXII ARTICLE XXIII ARTICLE XXIV ARTICLE XXV ARTICLE XXVI ARTICLE XXVII ARTICLE XXVIII ARTICLE XXlX ARTICLE XXX ARTICLE XXXI ARTICLE XXXII ARTICLE XXXIII ARTICLE XXXIV ARTICLE XXXV ARTICLE XXXVI PARTIES DEFINED TERMS POSSESSION USE TERM RENT COMMON USE AREAS AND FACILITIES; COSTS; INSURANCE MERCHANTS' ASSOCIATION PUBLIC ~TILITIES TAXES REPAIRS TENANT'S RIGHT TO MAKE ALTERATIONS AFFIRMATIVE COVENANTS OF TENANT NEGATIVE COVENANTS OF TENANT SIGNS RIGHTS OF LANPLORD DAMAGE TO PREMISES INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE WAIVER OF CLAIMS TRADE FIXTURES ASSIGNING, MORTGAGING, sUBLETTING SUBORDINATION OFFSET STATEMENT TRANSFER BY LANDLORD CONDEMNATION FINANCING STATEMENT SURRENDER AND HOLDING OVER NOTICES PERFORMANCE OF TENANT'S COVENANTS EVENTS OF DEFAULT RIGHTS OF LANDLORD UPON DEFAULT BY TENANT CUSTOM AND USAGE SUCCESSORS AND ASSIGNS; AGENT SCOPE AND INTERPRETATION OF THE AGREEMENT CAPTIONS SIGNATURES SUPPLEMENT 1 - CONFI[~4ATIOH OF TERM EXHIBIT A - DEMISING PLAN EXHIBIT B - WORK BY PARTIES EXHIBIT C - SIGN SPECIFICATIONS EXHIBIT D - CONDITIONED AIR CHARGE RATE ADJUSTMENT SCHEDULE EXHIBIT E - ELECTRICITY COMPONENT RENEWAL OPTION LEASE AGREF. MENT ABTICLE I PARTIES THIS LEASE AGREEMENT, made this i 19~9, by and between KRAVITZ PROPERT~E~, INCJ a Penns lvanla ' corporation (hereinafter refer~ed to as 'Agents), as agent C~P HILL SHOPPING CENTER ASS~IATES, a partnership (hereinafter referre~ to as 'Landlord") and Gourmet Ltd., a Pennsylvania Corporation (hereinafter re~erre~ to as 'Tenant'} 520 Gale Road, Camp Rill, Pa. I~011 whose telephone number Is (~ 761-7580 ~ ,. W I TN ES S BT H: - Landlord and Tenant covenant and agree as follows= ARTICLE II DEFINED TERMS SECTION 201. The following terms shall have the following meanings= A. Premises and Shopping Center= Landlord leases to Tenant and Tenant leases from Landlord, for the term and upon the terms and conditions set forth in this Lease, the store premises situate and known as Building Section No. c , Store No. 5A and being measured and described approximately by the Outside building lines, aa Front= 15 feet 0 inches 11oo Total Area:-m~. square feet in addition to a non-chargeable storage area with dimensions of 15'-0" front x 21'-0" depth with a ~oCa! area of~sq.t located approximately aa outlined upon Exhibit 'A' attached hereto, the same being a proposed site plan of a Shopping Center (the 'Shopping Center~) erected or to be erected upon the premises described thereon, together with the tight to the nonexcluaive use, in co~mon with others, of ali such automobile parking areas, driveways, footways and other facilities i v designed for co,on uae, as may be installed by Landlord as hereinafter provided, and of such other and further facilities as may be provided or designated from time to time by Landlord for common use, subject however to .the terms and conditions of th'is Lease and to reasonable rules and regulations for the use thereof, aa pkeecribed fro~ time to time by Landlord. The purpose of the dimensions set forth above and the plan attached hereto as Exhibit 'A' is to show the approximate slze and location of the demised premises. Ail dimensions are approximate only. Landlord reserves the right to change the size, layout and location of any buildings, improvements, or common areas and facilities shown on Ezhlblt "A' as well as reduce or expand the size of the Shopping Center. SEE ~IDE~ B. Term= The ~term of this Lease shall be for five 5 ) yearslas further provided in Article V below. n addition to one (1) renewal option for an additional perto~ of five (5) years as provided in Article XXXVI~ Section 3601~ herein. "Permitted Use' the sale at retail of sosps, creams toiletries, shampoo, lotion~ colognes; combos brushes, sponge8~ Jellies, mustards, marmalades, chutneys, hone} preserves, tea,~comegtiblee end related items marketed under the trade names of Crabtree ~ Evelyn and Scarborough and company and otheriecee~eor¥ items provided such accessory items do not exceed ten percent (10%) si Tenantos Floor Area. [ relateU ! D. Minimum Annual Remit (Initial ~erm) Years One (I) through five (5) $ _O~O~- ~f { ..\ (renewal Option) Years six (&) through ten (IS) $ 28,800.00 * Years through ' Years through. $ Years through · B. Annual Percentage Rent2 A sum ~qual to seven · percent { 7 t) of gross receipts, less the minimum annual rent paid ~or such period. ~.~e~.~' ~v~ ~.~ F. Security Ueposltt $ :~;;;.:: -i996~'J} (~ See Section 610 ~; O. l.i~[al Annual C~mon Area Maintenance Charger $ ~,200.00 H.Initial Annual Hercban~s* Association Duest $ ~00.00 I, Initial Annual Real Rs~s~e T8~ Cbarge~ S 900.00 Initial Annual Insurance charger $ 900.00 Ko Tenant Trade Hames Crabtree & Evelyn Estimated Date of Delivery of Possess*ant October,s, 1992. ARTICLE III Section 301. Landlord warrants, that it is the owner of s leasehold estate in and to tbs tract of lend sho~n on Exhibit "A" and agrees that it will develop upon said tract commercial buildings with parking ares and improvements generally in accordance with said Plan! and that, sub, ecl to any delays caused by strikes, weather conditions, governmental restrictions, scarnity o! lsboE or Baler*sis, or tar o~her reasons beyond itu control, it' will prcoeed with due dllivence to complete said Project. Landlord has erected and installed sE will erect sad install the improvements upon the demised premises aubatantiall~ as set forth upon Exhibit 'Be attached hereto. Tenant shall fully comply ~lth all of the terms, covenants end conditions of said gxijiblt "B", whether or not Tenant is currently In possession of the demised premises pursuant to mn existing lease. Section 302. Tenant shall have the option~ if construction si the demised premises is not completed by the date which is sixty -2- * Refer to Article XXXVI, Section 3601, as stated that. eta. t6O) days after the Est. ned Pate c[ Pelive{y of ~ ss its.sole remeo¥ {Lanu~.~d not to be liable fo Ter.,,t-~r any other ~etaon, item or corporation lot any loss or damage reaultin9 therefrom), of cancelling this Lease by giving written notice thereo~ to Land2otd within fifteen (~$) days after said date! provided, that if said [allure to complete is caused by st~ikes'~ weather conditions~ 9overnmental ~est~lctlons~ sca£ci2y of labor or mate£ials or other cause. beyond Landlord's ¢ontrol~ said completion date shall be extended for a period equal to the perio~ of such delay. for any reason whatsoever the Landlord Ooes not commence construction o~ the demised premises bYl~F~emb~ !r ~=~; the~_ ~andlord shall have the option.without llsbllit~ Of cancelling this Lease by 91vln~ sisila~ written notice ~o Tenant within fifteen tlS) days after enid date.. constructiop of the demised premises~ f?ancing acceptable to L~dl°td'~J~h~'-~z~'''~'~-uldsuch financing not ~:[~,,i!;:~c!~; :: satis[~ the condition~ sE financing only upon the basis st modtEicakions of the,tetms and provisions si nonbusiness this ~ease, ~andloZd shall have the ~{g~ to cancel this ~aSe ii Tenant reluse$ to approve in silting any such modifications within thl£ty {30) days miter ~andlotd's request therefor which · request may not be made atte~ delivery of possession, Tenant shall.not unreasonably ~lthhold its approval o~ the aforesaid modifications° ~ithin ten {10) days of receipt sE s request theze~o= f~om Landlo=d~ Tenant agrees to ~otwa£d to ~andlord.a ~inancial statement of Tenant end/or~ i£ applicable; Tenant*s guarantor sc surety~ in form satisfactory to ~andlor~ certified by sn independent certified public accountant acceptable to Landlord. :: ~.%~ ~1.%;.%:~;~ ;~ ;:::~ ;;:i.~; =i T:.~:.~ :~.~'. if applicable, Tenant's guarantor or surety i? n~~le is= the pu=poses of the aforesaid financin~,~.~ shall have the right to cancel this Lease~t refuses to execute or supply such ~an~.es and/or.guarantors or sureties ss Lan~lorJ~s~e ss nedeesary ~or such acceptan~~~o~'s req?st t~ made mt~er dallv, er~ o~ . I~ any such right t° cancel is exercised~ this Lease shall thereupon be null and void~ each of the parties shall be released item any othec or'further liabllity~ any security deposit made hereunder shall be refunded to Tenant without interest and neither pa=fy shell have any liability to the other by reason of such cancellation, Section 30]. It Landlord is to perform any work in the demised p~emtses pursuant to Exhibit 'a", completion of the demised premises shall be ce£tilled to Tenant in writing by ~andlozd,s inspecting architect, mhd the dellvezy of such ce.~.t.~tic, ate. oi completion to ~enant shall ~nstitute delivemy u~ the ~emise premises hemeende~, Tenants its agents~ se~wnt. cont~aeto~s~ priOr ~O the ~eli~emy st ~ssession of the demised 'p;em[se;, ;hall have the right to enter, upon the demised ptemlses~ [ut the purpose si taking measurement= ~hezein, but ~:. for no othet ut oee~ pzovided, bowevet, that such en~ty mi,ali p P . ), not inte~ie~e with o~ obstruct the p~og~ess of the ~o~k being ~ * Tenant acknowledges that it has lo'armed Landlord thok ii it ~eeetve~ del[vary o[ ~osseI.L0n o~ the 9emtsed ~remllel by October 30, t992 ~hat ~ can ope~ for [ully inventoried On ~ovember 1~ 1992, There~ore~ notvithttandiu~ ~nythin~ to the contrary contained in this section, l[ ~enant cannot open November l, 1992 due to Lendtomd, its a6en:s, emgloyees or contractors delay in gultvertn{ possession ol the Demised, PremiSes to Tenant, then ~enaut shall not be required to pay ~en~ and aadtti~nat rent ~or the month ot l{ove~er 1992. This proviston shall not -- Tenant a Rent Co~encement Date [or the purpose oi calculatin& the term o{ this or any rental increases. -3- SectiOn 304. Upon receiving possession of the demised premises from Landlord, Tenant shall with due diligence proceed to install such fixtures and equipment and to perform such other work as shall be required pursuant to Exhibit "B" or necessary or appropriate in order to prepare the demised premises for the opening of business. In the event that Tenant does not open the demised premises for the conduct of its business on or before the Rental Commencement Date (as defined in Section 601 below), Landlord, in addition to all other remedies hereunder, shall have the option of (a! terminating this Lease by giving Tenant written notioe of such termination, whereupon this Lease shall be terminated unless by the date of the giving of said written notice~ Tenant shall have opened the demised premises for the conduct of its business, or (b) of collecting from Tenant not only the minimum rent herein provided, but also additional rent at the rate of ten (10%) percent of the minimum monthly rental per day for each and every date from the Rental Conuuencement Date until the day Tenant commences to do business in the demised premises. Tenant agrees not to commence any work upon any portion of the demised premises until Landlord has approved Tenant's plans and specifications in writingaand Tenant has otherwise complied with the requirements set forth in Exhibit aB". Any changes in said plans or specifications must be similarly approved by Landlord. ~which approval shall not be unreasonably withheld SEC"~ION 305. terms, any existing lease pursuant to whirls the tenant for space in the Shoppi~ha~l_te~_~in~te.on Rental Comm~f ned in Article V below), with th~uch date were set fortl~ ARTICLE IV USE SECTION 401. Tenant shall continually use and occupy the demised premises solely for the Permitted Use under the name or style of Tenant's Trade Name and for no other purpose. Tenant acknowledges that Landlord's obtaining a fair and equitable rental is dependent upon Tenant's concentrating all of .its business efforts within the geographical area in which ~he Shopping Center ia located upon Tenant's business at the demised premises sp as to maximize Tenant's Gross Sales, and Tenant further acknowledges that any activity by Tenant within such geographical area in operating or participating in the operating of a similar or competing business must necessarily have an adverse effect on the volume of Gross Sales by Tenant at the demised premises to the detriment of Landlord and will deprive Landlord of the fair rental to which the parties agreed. Accordingly, in the event that during the term of this Lease either Tenant ok Tenant's management, or any person or entity controlled by Tenant or controlling Tenant, or controlled by the same person or entity or persons or entities who control Tenant, directly or indirectly owns, operates, is employed in, directs or serves any other place of business, the same, or similar to, or competitive with, Tenant's business as SEE RIDER set £brth herein, within a radius of five (5) miles from the outside boundary of the Shopping Center, which distance shall be measured in a straight line without reference to road mileage, then the Gross Sales of any such other place of business shall be included in the Gross Sales made from the demised premises to determine the Percentage Rent due under this Leasew as fully as though such Gross Sales had actually been made from the demised premises. In the event Landlord so elects, all of the provisions of Article VI hereof shall be applicable to the Gross Sales of, and all the books and records pertaining to, such competing store~ provided, however, the foregoing geographic limitation shall not be applicable to any existing location of Tenant'or any such other place of business which is operated in a regional shopping center directly or indirectly owned in whole or in part on the date hereof by Landlord or a principal of Landlord. SECTION 402. Tenant shall operate all of the demised premises during the entire term of this Lease with due d~ligence and efficiency so as to produce the maximum gross receipts which may be produced by such manner of operation, unless prevented from doing so by causes beyond Tenant's control. Subject to inability by reason of strikes Or labor disputes or unavailability of goods or other reasons beyond Tenant's control, Tenant shall carry at all times in the demised premises a stock of merchandise of such size, character and quality as shall be reasonably designed to produce the maximum return to Landlord and Tenant. Tenant shall conduct its business in the demised premises during tbs regular customary days and hours for such business in the Shopping Center area and will keep open for business from 9:30 A..M. until 9=30 P.M. every day (including, at Landlord's request, Sunday) and during the same days, nights and hours as the majority of the chain stores and department store or stores in the Shopping Center. ARTICLE V SEE RIDER TE~4 SECTION 501. earlier of the The term of this Lease shall commence,on theldate when ~-~--J '~'~' ~-~ ..... C---'-----"--.-. ---~ -..-- ---~----- ~ ......... ~_e.~t' .__. ~_~_.;~_~_e~ ~_._ ~_.~_~_ .r?~ I., .... ~ and shall end (unless sooner terminated as hereinafter provided) at Midnight on the date of the expiration of the full Term from the first day of the calendar month next succeeding the 'Rental Commencement Date', as defined in Article VI hereof, without the necessity of any notice from either party to tbs other to terminate the same~ and Tenant hereby waives notice to 'vacate the premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting summary recovery of possession from.a tenant holding over to the same extent as if statutory notic~ had been ~iven. Tenant's obligations with respect to accrued minimum, percentage or additional rent shall survive the expiration or earlier termination of this Lease. If. requested by Landlord~ Tenant hereto agrees to execute, within thirty [30) days after the Rental Commencement Date, a supplement to this Lease, in the form attached hereto as Supplement 1, confirming the Commencement Date, the Rental Commencement Date and expiration date and sta. ting that this Lease is in full force and effect. Entry upon the demised ~Tenant opens the demised premises £or business or 60 d~¥s a£ter Landlord has delivered possession 5 'premiSes by Tenant prior to the Rental Commencement Date shall be subject to all of the terms, covenants and conditions of this Lease except for minimum and percentage rent, Tenant's share of real estate taxes, common area costs, insurance charges and Merchants' Association dues. ARTICLE Vl RENT SECTIO~ 601. Tenant shall pay to Landlord the minimum annual rent in the sums set forth in Section 201D, payable in advance in equal monthly installments ou the first day of each calendar month during the term hereof~ without prior demand therefor. sUCh minimum rent shall commence to accrue either {i) on the date when Tenant shall open the demised premises for business, or' (ii) on the date which is ~'days after the Landlord has deliver.il possession of said premises to the Tenant, whichever date is earlier, said date being herein sometimes referred to as the "Rental Commencement Date." The first full month's minimum rent and added charges (as defined in Section 3102 below) shall be paid upon execution of this Lease. The next rental payment date hereunder shall be the first day of the first calendar month following the Rental Commencement Date and shall include the pro-rated amount of rent and added charges applicable to the period from the Rental Commencement Date to such rental payment date. SECTION 602. *60 The first lease year shall begin on the Rental Commencement Date and shall extend for one (1) full calendar year. Thereafter each lease year shall commence on the day following the expiration of the preceding lease year and shall end at the expiration of twelve (12) calendar months thereafter. SECTION 604. Within ten (10) days after the end of each calendar month during the term of this Lease, Tenant shall submit to Landlord an accurate, unaudited, written statement signed by Tenant on its behalf by a'duly authorized officer or representative, showing the full amount of Tenant's 9ross receipts in the demised premises during the preceding calendar month. ~It~ :==h~-u:r_~r_~ 'y et~t---nt, Tenant shall pay to Landlord the percentage rent,on a monthly basis afte~ Tenant has ~eached the annual sales b~eakpoint enuaeratedin Section a01E. SECTION 605. Within forty-five (45) days after the end of each lease year, co~u~encing with the first lease year, Tenant shall For each lease year or portion thereof during the term hereof, Tenant shall pay, in addition to minimum rent, percentage rent as sst forth in Section 201E. Anything herein to the contrary notwithstanding~ there shall be no abatement, apportionment or suspension of the percentage rent payable hereunder. Tenant shall make payment of pe~centaEe ~ent on a monthly basis afte~ Tenant has ~eached the annual sales b~eakpoint enumerated in Section 201E. SECTION 603. subml't to Landlord a complete statement certified by.~ ~-~ -~ ..... ~-~ ~y Tenant or on its behalf by a duly authorized officer or representative, showing accurately and in such detail as reasonably required by Landlord the full amount of Tenant's gross receipts in the demised premises during the immediately preceding lease year. At the same time Tenant shall pay to Landlord the full balance of percentage rent' payable for said lease year, if any. Any exces~ of percentage rentals that Tenant may have paid for such lease year shall be refunded promptly by handlord to Tenant. SECTION 606. The term "gross receipts' as used herein is hereby defined to mean gross receipts of Tenant and of all licensees, concessionaires and tenants of Tenant,'from all business conducted upon ot from the demised premises, whether such receipts be obtained at the demised premises or elsewhere, and wh~ther such business be conducted by Tenant or.by any licensees~ concessionaires or tenants of Tenant, and whether such receipts be evidenced by check, credit, charge account, exchange or otherwise, and shali include~ but not be limited to, the amounts received from the sale of goods, wares and merchandise (including commissions on lottery sales, if any) and for services rendered, together with the amount of all orders taken, received or filled at the demised premises, whether such orders be filled from the demised premises or elsewhere. If any one or more departments or other divisions of Tenant's business shall be sublet by Tenant or conducted by any person, firm or corporation other than Tenant~ there shall be included in 9ross receipts for the purpose of fixing the percentage rent payable hereunder all the gross receipts of such departments or divisions, whether such receipts be obtained at the demised premises or elsewhere, in the same manner and with the same effect as if the business or sales of such departments and divisions of Tenant's business had been conducted by Tenant itself. Gross receipts shall not include sales or merchandise for which cash has been refunded, or allowances made on merchandise claimed to be defective or unsatisfactory, provided they shall have been previously included in gross receiptsl and there shall be deducted from gross receipts the sales price of merchandise returned by customers for exchange, provided that the sales price of the merchandise delivered to the customer in exchange shall be included in gross receipts. Gross receipts shall not include the amount of any sales or use tax levied directly on sales and collected from customers and paid by Tenant, provided that specific record is mede at the time of each sale of the amount of such sales or use tax and the amount thereof is separately charged to the customer. No franchise or capital stock tax and no income or similar tax based u[~)n income or profits as such and no gross receipts tax shall be deducted from gross receipts. '' SEE ~IDE~ SECTION 607. The business of Tenant and of any sub-lessee, licensee or concessionaire upon the demised premises shall be operated so that a duplicate sales slip, invoice or cash register receipt, serially numbered, shall be issued with each sale or transaction, whether for cash, credit or exchange or Tenant will use such other system for accurately reporting gross receipts as shall be approved by Landlord. Tenant shall keep at all times during the term hereof, at the demised premises or at the general office of the tenant, full complete and accurate books.of account and records in accordance with accepted accounting practices with respect to all operations of the business to be conducted in or from the demised premises including the recording of gross receipts and the receipt of all merchandise into and the delivery of all merchandise from the demised premises during the term hereof, and shall retain such books and records, as well as all contracts, vouchers, checks, inventory records, and other documents and papers in any way relating to the operation of such business, for at least two (2) years from the end of the lease year to which they are applicable, or, if any audit is £eguired or a controversy should arise between the parties hereto regarding the rent payable hereunder, until such sudit or controversy is terminated. Such books and records shall at all reasonable times during the retention period above referred to be open to the inspection of Landlord or its duly authorized representativea~ who shall have full and free access to the same and the right to require of Tenant, its agents and employees, such information or explanation with respect to the same as may be necessary for a proper examination thereof. SEE BIDER SECTION 608. If it is determined that the actual gross receipts for any period covered by the statement required pursuant to Section 605 of this Article VI shall exceed the amount thereof shown in said statement by three percent {3%) or more, Tenant shall pay all the*expenses inourred by Landlord in determining the actual gross receipts for said period. *reasonable SECTION 609. 555 E. City Line Ave.. Suite ~60~ Bald Cynwyd, PA 19004 Tenant shall, without prior notice or demand and without any setoff or deduction whatsoever, pay all rentals and other charges and render all statements herein prescribed at the office of Agent, .................. f ......... ~--- , pe---y~ .... {- or to such other person or corporation, and at such other place, as shall be designated by Landlord in writing at least ten (10) days prior to the next ensuing rental payment date. If Landlord shall pay any monies, or incur any expenses in correction of any violation of any covenant of Tenant herein set forth, the amounts so paid or incurred shall, at Landlord's option and on notice to Tenant, be considered additional rentals Payable by Tenant with the first installment of rental thereafter to become due and payable, and may be collected or enforced as by law provided with respect to rentals. Tenant covenants and agrees that all sums to be paid uuder this Lease, if not paid within five {5) days after due, shall bear interest on the unpaid portion thereof at the rate of ~ ~ ,~A~ ten (10%) percent per annum from the date when due but not in excess of the highest legal rates. _ _ any sum to be paid b mposea. SECTION 610. Landlord acknowledges receipt from Tenant of the Security DepOsit as set forth in Section 201F, to be held as collateral security for the payment of any rentals and other sums of money payable by Tenant under this Lease, and for the faithful performance of all other covenants and agreements of Tenant hereunder{ the amount of said deposit, without interest, any renewal thereof, provided Ts"ant shall have made all such payments and performed all such covenants and agreements. Upon ~pplied. as lonE as Tenant is not in default of this lease, to the rent for the 13th month of the term 'any ~fault by Tenant hereunder, all or part of said deposit may, at Landlord's sole option, be applied on account of such default, and thereafter Tenant shall promptly restore the resulting deficiency in said deposit. Tenant hereby waives the benefit of any provision of law requiring such deposit to be held in escrow or in trust, and said deposit shall~be deemed to be the property of Landlord. Landlord may deliver the funds deposited hereunder by Tenant to any purchaser of Landlord's ~ interest in the demised premises and the£eupon, Landlord shall be discharged from any further liability with respect to such deposit. ARTICLE VII COMMON USE AREAS AND FACILITIES; COSTS= INSURANCE SECTION 701. All facilities furnished by'Landl0ru in Shopping Center and designated for the general use, in common, of occupants of the Shopping Center, including Tenant hereunder, their officers, agents, employees and customers, including, but not limited to, parking areas, streets, sidewalks, canopies, roadways, loading platforms, washrooms, shelters, ramps, landscaped areas and other similar facilities, shall at all times be subject to the exclusive control and management of Landlord, and Landlord shall have the right from time to time to change the area, level, location and arrangement of such parking areas and other facilities above referred to; and to make all rules and regulations pertaining to and necessary for the proper operation and maintenance of the common facilities. Tenant hereunder and any other sub-tenants and licensees shall comply with all*rules and regulations made by Landlord pertaining to the operation and maintenance of said common areas and facilities, including, but not limited to, such reasonable requirements pertaining to sanitation; handling of trash and debris; loading and unloading of trucks and other vehicles; and safety and security against fires, theft, vandalism, personal injury and other hazards. The parking area shall be limited to parking for customers of Tenants Of the Shopping Center and Tenant and its employees may not park in any portion of the parking area, except that portion thereof designated or which may hereafter be designated as "Employees Parking Area." Landlord [subject to reimbursement as set forth below] will operate and maintain or cause to be operated ann maintained the Common Areas and facilities of the Shopping Center. *reasonable and non-discriminatory. SEE RIDER SECTION 702. For each year'of the term hereof, Tenant shall pay to Landlord, as additional rent, Tenant's proportionate share of all costs of operation of-the Shopping Center and maintenance of the common areas and facilities of the Shopping Center (including the enclosed mall) of which the demised premises are a part. As and for Tenant's proportionate share, Tenant shall pay to Landlord the initial annual common area maintenance charge as set forth in Section 201G (subject to adjustment as set forth below), payable as additional rent in equal monthly installments at the sase times as fixed minimum rent is. payable hereunder, without demand and without any deduction ct setoff whatsoever. If Tenant's proportionate share df the actual cost of operation of the Shopping Center and maintenance of the common areas facilities for any fiscal year of Landlord exceeds the common area maintenance char9es actually paid by Tenant for such period, within ninety (90) days after the end of Landlord's fiscal year, Landlord will deliver to Tenant a statement showing in reasonable detail Tenant's proportionate share of such actual cost and, within twenty {20) days after delivery of such statement, Tenant will pay such excess shown to be due by said statement, as additional rent. Tenant's proportionate share of the actual costa of operation of the Shopping Center and maintenance of the common areas and facilities shall be in the same proportion to the total cOsts of such operations and maintenance as the total gross rentable area of the demised premises bears to the total gross number of rentable square feet of ground floor lesseable area contained within all mall stores (excludi.g Department Stores, the supermarket and stores not attached to the mall, collectively referred to as "Separate Stores"). The statement submitted by Landlord shall be sufficient evidence of the actual costs of the aforesaid operation and maintenance. The aforesaid costs of operation and maintenance shall include all expenditures incurred by or on behalf of Landlord in operating the Shopping Center and maintaining the common areas and facilities, including, without limitation, the cOSt of cleaning, heating, ventilating and air-conditioning the enclosed mall; the cost of all of Landlord's insurance relating to the Shopping Center and the common areas and facilities (including, but not limited to, bodily injury, public liability, property damage liability, automobile insurance, sign insurance, and any other insurance carried by Landlord for the Shopping Center and the common areas and facilities in limits reasonably selected by Landlord, but excluding insurance described in Section 703 below]{ gardening and landscaping{ assessments{ repairs, repaying, replacements, preventive maintenance, repainting, including restriPing of parking lot and accessways; rental of signs and equipment; lighting; sanitary control; removal of snow, trash, rubbish, garbage and other refuse; depreciation over a period of ~ sixty {60) months of machinery, equipment and other assets used in the operation and maintenance of the Shopping Center{ repair and/or replacement of on-site water lines, sanitary sewer lines, storm water lines and electrical lines and equipment serving the property; the cost of police, security and traffic control services; the cost of all personnel required to supervise, implement and accomplish all of the foregoing{ and an administrative charge equal to fifteen {15%) percent of said costs. Contributions towards such costs by Separate Stores shall be deducted. At anytime or times that Landlord determines that Tenant's share of actual costs will exceed the monthly installments then due from Tenant hereunder, Landlord may adjust the amount of the monthly installments thereafter due from Tenant o. account of its proportionate share of the costs of operation of the shopping Center and maintenance of the common areas and facilities by increasing such inst~llments by an amount equal to one-twelfth (1/12th) of the excess, if any, of Tenant's estimated share of such costs over the annual common area maintenance charge then due hereunder. SEE BIDES SECTION 703. For each year of the term hereof, Tenant shall pay to Landlord, as additional rent, Tenant's proportionate share of all premium costs for fire and broad form all risks extended coverage insurance and rent insurance respecting all buildings - 10 - and improvements upon the Shopping Center. As and for Tenant'S proportionate share, Tenant shall pay to Landlord the initial annual insurance charge as set forth in Section 201J (subject to adjustment as set forth below) payable as additional rent in equal monthly installments at the same times as fixed minimum rent is payable hereunder, without demand and without any deduction or setoff whatsoever. If Tenant'S proportionate share of the actual cost of such insurance for any insurance year of Landlord exceeds said annual insurance charge actually paid by Tenant for such period, within ninety (90) days after the end of Landlord's.insurance year, Landlord will deliver to Tenant a statement showing in reasonable detail Tenant's proportionate share of such actual insurance costs and, within twenty (20) days after delivery of such statement, Tenant will pay such excess shown to be due by said statement, as addtional rent (subject to adjustment as set forth below). Tenant's proportionate share shall be the same as set forth in Section 702 with respect to common area maintenance charges. The first insurance year shall be the period covered by annual insurance premiumS. The statement submitted by Landlord shall be sufficient evidence of the actual insurance costs. At anytime or times that Landlord determines that Tenant's share of actual costs will exceed the monthly installments then due from Tenant hereunder, Landlord may adjust the amount of the monthly installments thereafter due from Tenant on account of its proportionate share of the costs of insurance by increasing such installments by an amount equal to one-twelfth (1/12th] of the excesS, if any, of Tenant's estimated share of such costs over the annual insurance charge then due hereunder. '' SEE BIDER SECTION 704. Sums due pursuant to Section 702 ann Section 703 shall be appropriately adjusted for any partial years at the beginning or end of the term hereof. ARTICLE VIII MERCHANT'S ASSOCIATION SECTION 801. Tenant shall join and maintain membership in an Association authorized and recognized by Landlord and established by the Tenants in the Shopping Center. Tenant shall pay to the Association each lease year such reasonable assessments as may be fixed from time to time by the Association for creating and maintaining a fund to be used by the Association for general promotional, advertising and welfare purposes, including any assessments or dues for advertising, publicity and general public relations, provided the cost to Tenant for the first year shall be as set forth in Section 20lB. Tenant will comply with such bylaws, rules and rsgulstions as may be adopted from time to time by said Association and take such action as shall from time to time be necessary to remain in good standing in the Association, Tenant agrees to uae the name of the shopping Center prominently in all of its advertising and promotional literature regarding the demised premises. SEE RIDER SECTION 802. Tenant agrees that the bylaws of the Association shall provide: (i) each member which is present at.a meeting and not - 11- deliffguent in any of its payments to the Association shall have one vote for each square foot of floor area in its demised premises, {ii) each delinquent member shall be liable to the Association for its costs (including attorney's fees) incurre0 in collecting such member's delinquent debts to the Association, {iii) Landlord shall have a number of votes equal to the lesser of twenty-five percent {25%) of the total of al~ votes in the Association including the votes of Landlord or the percentage which Landlord's contribution to the Association for the association year bears to the total amount of all dues payable to the Association for such association year (iv) the Landlord, aa agent for the Association, may, at its option, collect all assessments due including delinquent assessments or designate another petty to collect such assessments, (v) Landlord may, at its option, elect to provide the Association with the services of a promotion director and all staff deemed necessary by Landlord to effectively carry out the promotion and public relations objectives of the Association and/or such reasonable space within the Shopping Center as may be necessary to carry out the functions of the promotion director and his or her staff and the Association shall reimburse Landlord for such, and (vi) Landlord may provide that the occupant of any department store and/or supermarket shall have a seat on the Board of Directors. Furthermore, no bylaw, rule or regulation of the Association shall conflict with tile provisions of this Lease, and more particularly with any rules and regulations adopted by Landlord or in any respect diminish the rights of Landlord hereunder. Landlord matches 25% o£ whatever the tenants o£ the ShoppinE Ce2ter contribute to the Merchant Association per year. SECTION 803. cents per rentable square foot of total~e~l.~as~d ~Y Tenann upon receipt of notice from Landl~/.a~at ~? .demise~ premises ...... d~ for occupancy as T.e~'s share of the cost of the :~a~'O~ening# of=~Oppln~ Center, said payment ..... ~ ~=n~n~~~ss for the ~gnd Opentn9 ;~'~o~~ fo{ ~si~ess.hereunder ARTICLE IX PUBLIC UTILITIES SECTION 901. In addition to all rentals herein specified, Tenant shall be responsible for and shall pay for all utilities, used or consumed in or upon the demised premises, and all water charges, as and when the charges therefor shall become due and payable, com~encin9 on the date Landlord notifies Tenant that the demised premises are teady for occupancy. Unless supplied by Landlord, Tenant shall promptly make all appropriate applfcationa to the local utility companies and pay all required deposits, connection fees and charges for meters and service for all utilities. SECTION 902. In the event any utility or utility services are furnished to Tenant for which a lien could be filed against the demised premises or any portion thereof {such as water rent or sewage disposal), the Tenant shall at Landlord's request, pay - 12 - the c.ost thereof to Landlord as and when the charges therefor become'due and payable; otherwise, Tenant shall deliver original receipted bills therefor to Landlord within thirty [30) days after the same are due and payable without interest or penalty. SECTION 903. (i) In the event Landlord shall elect or be required to furnish any utility services to Tenant (other than electricity and Conditioned Air as described below), Tenant hereby agrees to purchase and pay for the same from Landlord, provided Landlord shall charge therefor nOt more than the same consumer rate as is charged by the public service corporation or municipal authority, as the case may be, supplying similar usage and services to a retail customer in the general area in which the demised premises are situated. (ii) Tenant agrees to purchase from Landlord and pay for Conditioned Air to be used by Tenant for heating and air conditioning the demised premises, as additional rent, upon presentation of bills therefor, at the rates set forth in and subject to adjustments in accordance with Landlord's Conditioned Air Charge Rate Adjustment Schedule attached hereto as Exhibit "D.# (iii) Landlord will initially purchase water from the Riverton Water Company via at least four {4) metered services at four (4) meter room locations. Each domestic water meter will service a grouping of mall stores. A 3/4# capped valve outlet will be provided for each Tenant. If Tenant requires greater than a 3/4" water service, Landlord will furnish and install the required water piping and modification, at Tenant's expense. At Landlord's option, Tenant will install a water meter with remote reader. Landlord will only require metering of large water uae tenants such as beauty parlors, restaurants, etc. Normally, small retail stores with only toilet rooms will not be required to be metered. . Landlord will divide its total water cost by gallons supplied to obtain the average water cost per gallon. Landlord will charge metered Tenants for water usage based on the average cost per gallon multiplied by metered gallons Consumed. Landlord will then deduct from the total water cost, the amount billed to metered Tenants and the balance of the water costs shall be apportioned on a gross leasable area basis among the unmetered Tenants. (iv) There is currently no sewer rent aside from real estate taxes. In the event the local authority, municipality, utility or other body collects for the sewerage or sanitary service, Tenant covenants and agrees to pay the sewer rent charge (both minimum and otherwise) and any other tax, rent, levy, connection fee or meter or other charge which now or hereafter is assessed, imposed or may become a lien upon the premises, or the realty of which they are a part, pursuant to law, order or regulation made or issued in connection with the use or maintenance of any sewerage connection or system. tv) Landlord may, after thirty (30) days' notice to Tenant, cease to furnish any one or more of the utility services to the premises, without any responsibility to Tenant, except to connect Tenant's distribution facilities therefor with another source for the utility service so discontinued. - 13 - ' (vi) It is intended that the cost of electricity be included in the minimum annual rent. Since the characteristics of Tenant's electrical equipment and fixtures are not known at the time of the execution of this lease, Landlord and Tenant are not able to agree upon the sum tote included in the minimum rent for electricity (said sum being hereinafter called the 'Electric~ty Component'). For that reason, the minimum annual rent set forth in this lease does not include the Electricity Component. 't .... ~ ~' ..... ~- ~--~'~-~" Component shall be determined in accord . -~ -~" ct this lc,sew the a all be adjusted to ~_~:,. L.~ 'L..~.~.~, ~--~-~o - The Electric and HVAC Ch, tEes shall not exceed Tenant's pro-rata share o£ the public -utility chares. SECTION 904. ~andlord shall not be liable to TeDant for any damages should the furnishing of any utilities by ~andlord be interrupted, curtaile~ or required to be terminated because of necessary repairs or improvements or any cause beyond the reasonable control of ~andlord. Any interruption, curtailment or cessation of utilities or service shall not'relieve Tenant from the performance of any of Tenant's covenants, conditions an~ agreements un,er this ~ease. IF such interruption o£ service shall last lonEer than 3 days, then rent shall be abated £or the period service is interrupted unless interruption o£ service was caused by an outside utility company or service provider. ARTICLE X TAXES SECTION 1001. Tenant shall pay to Landlord each fiscal year or years of the taxing authorities during the term hereof (appropriately apportioned for any partial yea[ at the beginning or end of the term hereof) on demandw as additional rent, 'Tenant's share of real estate taxes', as hereinafter described, based upon the fiscal years of the taxing authorities. SECTION 1002. Tenant's share of real estate taxes for any such fiscal year shall be an amount equal to the product obtained by multiplying the number of gross rentable aqua. re feet of ground floor area leased by Tenant by the 'current tax per square foot' in such fiscal year. The current tax per square foot shall be computed by dividing the amount of the total real estate taxes and assessments levied on the Shopping Center by the total gross ,umber of square feet of rentable ground floor area in the Shopping Center or portion thereof reflected in such assessment, SECTION 1003. Tenant shall be responsible for and shall pay before delinquenc~ all taxes assessed against any leasehold interest or personal property of any kind owned or placed in, upon or about the demised premises by the Tenant. SECTION 1004. If at any time ~uring the term of this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so that in lieu of or as supplement to - 14 - ~r a ~ubstitute for the whole or any part of the real estate taxe~ or assessments now levied, assessed or imposed on the Shopping Center, there shall be levied, assessed, or imposed [i) a tax, assessment, levy, imposition or cha£ge, wholly or partially as a capital levy or otherwise, on the rents received therefrom, or (ii) a tax, assessment, levy {including, but not limited to, any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon the Shopping Center and imposed upon the Landlord, or {iii) a license fee measured by the rent payable under this Lease, then all such taxes, assessments, levies, impositions and charges, or the part thereof 8o measured or based, shall be deemed to be included in the general real estate taxes and assessments payable by the Tenant pursuant to Section 1001 above to the extent that such taxes, assessments, levies, impositions and charges would be payable if the Shopping Center were the only property of the Landlord subject thereto, and the Tenant shall pay and discharge the same as herein provided in respect to the payment of general real estate taxes and assessments. Real estate taxes shall include all taxes attributable to improvements now or hereafter made to the Center or any part thereof or the present or future installation of fixtures, machinery or equipment thereon or therein, all real estate taxes, assessments, water and sewer rents (not based on consumption) and other impositions and charges of every kind and nature whatsoever, nonrecurring as well as recurring, special or extraordinary, ordinary, foreseen and unforseen and all installments thereof levied, assessed or imposed or due payable are liens upon or arising in connection with the use, occupancy or possessios of, or any interest in, the Center or any part thereof, or any land, building Or other improvements therein. SECTION ~005. As and for Tenant's proportionate share of real estate taxes, Tenant shall pay to Landlord the initial annual real estate tax charge as set forth in Section 201I, payable as additional rent in equal monthly installments at the same times as fixed minimum rent is payable hereunder, without demand and without any deduction or setoff whatsoever. If Tenant's proportionate share of the actual real estate taxes and assessments for any fiscal year exceeds said real estate tax charge actually paid by Tenant for such period, Landlord will deliver to Tenant a statement showing in reasonable detail Tenant's proportionate share of such actual real estate taxes and assessments and, within twenty (20) days after delivery of such statement, Tenant will pay such excess shOwn to be due by said statement as additional rent. The official tax bill and the statement submitted by Landlord shall be sufficient evidence of the actual real estate taxes and assessments. If at any time or times Landlord receives notice of an increase in the assessment or tax rate, Landlord may adjust the amount of the monthly installments thereafte£ due fEom Tenant an account of its proportionate shar~ of real estate taxes and assessments by increasing such installments by an a~ount equal to one-twelfth (1/12th) of the excess, if any, of Tenant's estimated share of such real estate taxes and assessments over the real estate tax charge then due from Tenant hereunder. SEE RIDE~ - 15 - ARTICLE XI REPAIRS SECTION 1101. Landlord will keep the roof and the exterior walls of the demised premises, in proper repair, excepting any work done by Tenant, any glass, doors, door closers or frames, and excepting,any work done by Tenant and work required by reason of Tenant s negligence ct mis.use of the demised premises, providedlthst in e~h 9as~ Tenant shall have given Landlord .as to the inter prior written notice of the necessity of such repairs. The of the de~ised repair or replacement of work done by Tenant, glass, doors, pre, lees, door closers and frames and dams9e caused by Tenant's negligence or misuse of the demised premises shall be the responsibility of and shall be done by the Tenant. Tenant will also make all necessary repairs and replacements in order to keep the interior of the demised premises, togethe£ with all electrical, plumbing, heating, air-condi~ioning and other mechanical installatiOnS therein., all doors, dsor closers and frames, all plate glass and door and window glass frames and all fixtures, equipment and stock, clean and in 9cod orde£ and proper repair (including periodic painting) at its own expense, usin9 materials and labor of kind and quality equal to the original work, and will surrender the demised premises at the expiration or earlier termination o[ this Lease in as good condition as when received, excepting only deterioration caused by ordinary wear and tear and damage by accidental [ire or other casualty of the kind insured against in standard policies o[ [ire insurance with extended coverage not caused by Tenant, its agents, employees and lnvitees. Except as hereinabove provided, Landlord shall have no obligation to repair, replace, maintain, alter or modify the demised premises or any part thereof, or any plumbing,' heating, electrical, air-condition[n9 o; other mechanical installation or equipment therein and the same shall be the responsibility of the Tenant. Under no circumstances shall Landlord be obligated'to repair, replace or maintain any plate glass or door or window glass, frames or door covers and Tenant shall at all times carry in a £eputable company, full coverage insurance on all plate glass in the demised premises and shall cause prompt replacement if chipped, cracked or broken, said policy or a certificate thereof shall be deposited with Landlord and shall provide that it shall not be cancelled or modified for any reason without at least twenty (20) days prior notice thereof to Landlord. Anything herein to the contrary notwithstanding, any work or alteration made by tenant to the roof, exterior walls Or affecting the structural integrity of the building of which the demised premises are a part (even if with Landlord's consent) shall release and discharge the Landlord of and from any duty Landlord may have to keep and maintain the same in good order and repair; and Tenant agrees to be golely responsible for and thereafter to repair and to maintain the roof, exterior walls and the structural integrity of the build[n9 to or on which Tenant has caused any work to be done or alteration made. No holes are to be cut through the roof without Landlord's prior written consent. In the event any holes are required to be cut in the roof, Tenant will engage Landlord's roofing contractor ct any roofer approved by Landlord's bond[n9 company, to flash and patch such holes so as to maintain the validity of Landlord's roof bond and responsibility thereunder. SEE RIDE~ - 16 - ARTICLE XII TENANT'S RIGHT TO MAKE ALTERATIONS SECTION 1201. Tenant shall not make any alterations, improvements or additions to the demised premises during the term of this Lease or any extension or renewal thereof without first obtaining the written consent of Landlord. Tenant shall not cut or drill into, or secure any fixture, apparatus or equipment of any kind to any part of the demised premises without first obtaining the written Consent of Landlord, All alterations, improvements and additions made by Tenant as aforesaid shall remain upon the premises at the expiration or earlier termination of this Lease and shall become the property of Landlord, unless Landlord shall, prior to the expiration or termination of this Lease, have given written notice to Tenant to remove the same, in which event Tenant shall remove such alterations, improvements and additions and restore the premises to the same good order and condition in which it was at the commencement of this Lease. Sbould Tenant fail so to do, Landlord may do so, collecting, at Landlord's option, the cost and expense thereof from the Tenant as additional rent. SEE RIDER SECTION 1202. Tenant shall at all times maintain fire insurance with broad form all risks extended coverage endorsement insuring the interest of Landlord, Agent and of Tenant in companies acceptable to Landlord at all times and in an amount acceptable to Landlord at all times as adequate to cover the full costs of replacement of all such alterations, additions, improvements or changes in the event of fire or extended coverage loss. Tenant shall deliver to the Landlord certificates of such fire insurance coverage, and such policy shall contain a clause requiring the insurer to give the Landlord twenty {20) days' prior notice of cancellation. Tenant shall deliver to Landlord new or renewal insurance certificates twenty (20) days prior to termination or cancellation of the prior policy. ARTICLE XIII AFFII~IATIVE COVENANTS OF TENANT SECTION 1301. Tenant shall= (i) Comply with any and all current or future requirements of any of the constituted public authorities, and with the terms of any State or Federal statute or local ordinance or regulation applicable to Tenant or its use or occupancy of the demised premises, and save Landlord harmless from penalties, fines, costs, expenses or damages resulting from failure to do so; ' SEE RIDER (ii) Give to Landlord prompt written notice of any accident, fire or damage occuring on or to the demised premises~ (iii) Load and unload goods at such times in the areas and through such entrance as may be designated for such purposes by Landlord. Such trailers or trucks shall not be permitted to remain parked, overnight, in any-area of Shopping Center, whether loaded or unloaded; - 17 - (iv]* See that there are no undue accumulations of garbage and refuse; keep the same in proper containers on the · interior of the demised premises, until called for collection; remove the same at Tenant's expense; all in accordance with municipal regulations; (v) ..Operate heating and cooling equipment to mainthin store temperature between 68°ff and ?4°F in the winter months and between 72'F and 78°F in the summer months, subject to contrary governmental regulations; (vi) Keep the outside areas immediately adjoining the demised premises clean and free from snow and ice and not to place or permit any rubbish, obst/uctions ot merchandise in such areas; (vii) Keep the demised premises (including all exterior surfaces and both sides of all glass) clean, orderly, sanitary and free from objectionable odors*and from insectS, vermin and other peats; *other than the aroma naturally attributed to Tenant's product (viii) Require Tenant's employees to park their cars only in those portions of the parking area designated for the purpose by Landlord; (ix) Keep its display windows, including window or shadow boxes, in the demised premises, dressed and illuminated and its signs and external lights well lighted every day from sundown until 10~00 P.M.; replace promptly at Tenant's expense with glass of kind and quality equal to the original any plate glass or window or door glass in the demised premises which may become cracked or broken; (x) Conduct its business in the premises in all respects in a dignified manner and in accordance with high standards of store operation; (xi) Comply with all reasonable#£ules and regulati0ns of Landlord in effect at the time of the execution of this L~ase or at any time or times, and from time to time, promulgated by Landlord, which Landlord in its sole discretion shall deem necessary in connection with the demised premises, the building of which demised premises are a part, or the Shopping Center, including the installation of such fire extinguishers, water buckets and other safety equipment as Landlord may reasonably require; and *and non-discriminatory (xii) In the event any labor, materials or equipment are furnished to Tenant on the demised premises with respect to which anymechanic's or materialman's lien might be filed against the demised premises, or against Landlord's interest therein, take appropriate action prior to the furnishing thereof to assure that no such lien will be filedl and pay, when due, all sums of money that may become due for any such labor, materials or equipment and to cause any such lien to be fully discharged and released promptly upon receiving notice thereof; and shall indemnify and save Landlord harmless from any cost, loss or expense, including reasonable attorney's fees, resulting from the filing of such lien or incurred by Landlord in discharging the same should Tenant fail to do so promptly. Nothing in this Lease is intended to authorize Tenant to do so or cause any work or labor to be done, or any materials to be supplied for the account or benefit of Landlord, all of tbs same to be solely for Tenant's account and benefit and at Tenant's sole risk and expense. - 18 - ARTICLE XIV NEGATIVE COVENANTS OF TENANT SECTION 1401. Tenant shall not do any of the following without the prior consent in writing of Landlord~ (i) Use or operate any machinery that, in Landlord's opinion, is harmful to the building or disturbing to other tenants in the building of which the demised premises is a part, nor shall Tenant use any loud speakers, televisions, phonographs, radios or other devices in a manner so as to be heard or seen outside of the demised premises, nor display merchandise on the exterior of the demised premises either for sale or for promptional purposes; iii) Do or softer to be done, &ny act, matter or thing objectionable to the fire insurance companies whereby the fire insurance or any other insurance now in force or hereafter to be placed on the demised premises or any part thereof, or on the building of which the demised premises may be a part, shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than at the date when Tenant receives possession hereunder, In case of a breach of this covenant, in addition to all other remedies of Landlord hereunder, Tenant agrees to pay to Landlord as additional rent any and all increase or increases of premiums on insurance carried by Landlord on the demised premises, the Shopping Center or any part thereof, caused in any way by the occupancy ot Tenant;, (iii) Attach any awning, antenna or other projection to the roof or the outside walls of the demised premises or the building of which the demised premises are a part; (iv) Conduct any auction, fire, bankruptcy, or selling-out sale on or about the demised premises; (v) Be open for business on any Sunday unless the Mhll is opened and operated by Landlord; (vi) IE Tenant is a corporation, merge with another entity or liquidate or dissolve; nor shall control of said corporation change or be affected by the transfer of stock except by reason of death of a Shareholder; SEE RIDER (vii) Execute or deliver any security interest in any trade fixtures or other property placed upon the demised premises at any time~ and (viii) Solicit business or distribute any handbills or other advectislng matter in the coaueon areas of the Shopping Center; (ix) Operate under any name other than Tenant's Trade Name. Tenant's occupancy of the demised premisesw~ile opevating as its permitted use does not violate Landlord,s insurance coverage. 19 - ARTICLE XV SIGNS SECTION-1501. Tenant shall not place, alter, exhibit, inscribe, paint or affix any sign, awning, canopy, advertisement, notice or other lettering on any part of the outside of the demised premises or of the building of which the demised premises is a .... .tJ~ part, ~r..~:--: ........... -:;-.:~: .. v.-ib.~ ' ~ nor paint any brick or stonework, cornice work, mill work or iron work, without first obtaining Landlord's written approval thereof{ and Tenant further agrees to maintain such sign, awning,.canopy, lettering, etc., as may be approved in good condition and repair at all times, and repair all damage to the demised premises that is caused by the installation, maintenance or removal of such signs, lettering, etc. Tenant shall comply with the sign specifications attached hereto as Exhibit "C" and made a part hereof. ARTICLE RIGHTS OF LANDLORD SECTION 1601. Landlord reserves the following rights with respect to the demised premises: (i) At all reasonable times, by itself or its duly authorized agents, employees and contractors to go upon and inspect the demised premises and every part thereof, to enforce or carry out the provisions of this Lease, at its option to make repairs, alterations and additions to the demised premises or the building of which the demised premises are a part, to perform any defaulted obligation]Tenant or for any other purposes; o£ SEE RIDER (ii) Yo di~ax = 'FuL S~i=' &ign &~ any ~imc, a_~Dd~ also after notice from either party of intention___t~minate this Lease, or at any time within five_i~5~s prior to the expiration of this Lease, a "Fo_q~_Re~sign, or both "For Rent" and "For Sale" signs, a_~d--a-l~of said signs shall be placed upon such part___of~-teh~-demised premises as Landlord shall requir__~,--ex~pt on display windows or doors leading into the ' ~ed-p~em~e;. Prospective purchasers or tenants authroized by Landlord may inspect the premises at reasonable hours at any t/me; (iii) TO install or place upon, or affix to, the roof and exterior walls of the demised premises equipment, signs, displays, antenna, and any other object or structure of any kind, provided the same shall not materially impair the structural integrity of the building or interfere with Tenant's occupancye~ be placed upon the sto~efFont unless such equipment, siEns o~ other object oF structure is bainE placed u~on the sto~efFoD~ to facilitate ~epair work; (iv) At any time and from time to time to mare alterations, or additions, to, and to build additional stories on, the building in which the premises are contained, and to build adjoining the same. Landlord also reserves the right to construct other or add to other buildings or improvements in the Shopping Center~ and to permit others to do so t: ~: ::, from time to time; SEE RIDER - 20- (v) To discontinue any and all facilities furnished and services rendered by Landlord not expressly convensnted for herein, it being understood that they constitute no part of the consideration for this Lease; (vi). At any time and from time to time to use all of any part of the roof and exterior walls of the demised premises for any putposesl to erect scaffolds, protective barriers and other aids to construction on, around and about the exterior of the demised premises, prov.ided that access to the demised premises shall not be completely denied{ to enter the demised premises to shore the foundatibns and/or walls thereof and/or to install, maintain, use, repair, inspect and replace pipes, ducts, conduits and wires 'leading through the demised premises and serving other parts of the Shopping Center in locations which do not materially interfere with Tenant's use thereof. Tenant further agrees that Landlord may make any use it desires of the side or rear walls of the demised premises, provided that there shall be no encroachment upon the interior of the demised premises; 'provided they are contained withl~ the walls, above the cellin or below the floor or as a necessary result o£ Tenant's neEllgence ~ff} -~ ..................... co one person causing or authroized to cauee~vation--- license to enter upon the premiseefo__...f..k4~s-'~-~rpose of doing such work as Landlord shako ~reserve or the building~;;; withou aim for damages or indemnification against (viii) Landlord shall not be liable in any such case for any inconvenience, disturbance, loss of business or any other annoyance arising from the exercise of any or all of the rights of Landlord in this Section 1601; If disturbance persists £o~ lonEer than 3 da~s and Tenant cannot operate its business then until such disturbance has ceased ~ix) The purpose of the plan hereto annexed as the Landlord shall Exhibit "A" is solely to show the approximate location of the abate rent demised premises. 'Landlord hereby reserves the right at any acco~dlnEl~. time and from time to time to make changes or revisions in such plan, including, but not limited to, additions to, subtractions f~om, and/or relocations or rearrangements of, the buildings, parking areas, and other Common Areas shown on such plan~ provided only that the size of the demised premises, and reasonable access thereto shall not b .'The size oF the. e substantiall im aired~ · relocated or rearranEed @remisea ma~ not va~y-{~ m~e than a 5~ increase (x} '~ndldr~' f~v~ the right to sever the or dec,ease. ownership of or title to the various sections of the Shopping Center and/or to place separate mortgages on said sections of the Shopping Center and/or to place separate mortgages on said sections, in which case the right of Tenant and other tenants in the Shopping Center will be preserved by a written declaration or agreement, to be executed by Landlord and duly recorded, creating mutual, 'reciprocal and interdependent rights to use the parking and other common areas and the utilities and facilities needed for the full use and enjoyment of the demised premises by Tenant and other tenants or occupants in the shopping Center without impairing any of the duties and obligations of ~andlord to Tenant under tl~is Lease. Tenant shall execute from time to time such instruments reasonably required by Landlord and its mortgagee to effectuate the provisions of the Seoti°n 1601{x)~ and .... . -? _~ men___ ~ .... ~ff thi~ -Tenant's length of frontage to the interior of the mall shall not be reduced. demised premises, Landlord may, prior to the termination of the tsrm of this Lease, wi~L~a~leasing Tenant from any of Tenant's obligations~.~-t t.o th~s Le~se, . and restore to pay th. othe~te~.upon the demised ARTICLE DAMAGE TO PREMISES SECTION i701. If the demises premises shall be damaged by fire or other insured casualty, not due to Tenant's negligence, but are not thereby rendered untenantsble in whole or in part, Landlord shall promptly at its own expense cause such damage to be repaired, and the minimum annual gent shall not be abated. If by reason of any such occurrence, the demised premises shall be rendered untenantable only in part, Landlord shall promptly at its own expense cause the damage to be repaired, and the minimum rent meanwhile shall be abated proportionately as to the portion of the demised premises rendered untenantable. If the demised premises shall be rendered wholly untenantable by reason of such occurrence, the Landlord shall promptly at its own expense cause such damage to be repaired, and the minimum rent meanwhile shall be abated in whole, provided, however, that Landlord shall have the ~lght, to be exercised by notice in writing delivered to Tenant within sixty (60) days from and after said occurrencef/to elect not to reconstruct the destroyed premises, an& in such event thisLease and the tenancy hereby created shall cease as of the date of said occurrence, the rent to be adjusted as of such date. Landlord's obligations hereunder shall be limited to the building shell and work originally done by Landlord at Landlord's cost. SEE RIDER , during the last two (2) years of the term or any option term thereto, ARTICLE XVII! INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE SECTION 1801. Tenant will indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, p~rsonal injury and/or damage to property occurring in or about, or arising from or out of, the demised premises and adjacent sidewalks and loading platforms or areas or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, customers or employees. Tenant shall keep in force at its own expense public liability insurance in companies at all times*acceptable to Landlord. sufficient to cover such indemnification and naming as insureds Landlord, Agent and Tenant, (and, upon request, any other party named by Landlord) and containing an express waiver of any right of subrogation against Landlord and other named insureds designated by Landlord, with minimum limits of Five Hundred Thousand Dollars ($500,000) on account of personal injuries to or death of one person, and One Million Dollars ($1,000,000) on account of personal injuries to or death of more than one *reasonably - 22 - 'persod as the result of any one accident or disa.cer, and Five Hundred Thousand Dollars ($500,000) on account of damage to property, and Tenant will further deposit the policy or policies of such insurance, or certificates thereof, with Landlord with evidence of payment of premium at all times commencing with the date Tenant first enters upon the demiseQ premises for any purpose. Each policy shall provide against cancellation without twenty (20) days' prior written notice to the named insureds. Landlord may require increased insurance limits if appropriate for similar operations in the area of the Shopping Center at any time. Provided that any such increases are reasonable and consistent with insurance rc~uirements in the ShoppinE Center industry and that total requirements do not exceed three (3) ARTICLE XlX WAIVER OF CLAIMS SECTION 1901. Landlord and Landlord's agents, employees and contractors shall not be liable for, an .Tenant hereby releases all claims for, damage t° person or p£operty subtained by Tenant or any person claiming through Tenant resulting from any theft, fire, accident, occurrence or condition in or upon the demised premises or building of which they shall be a part, including, but not limited to such claims for damage resulting from (i) any defect in or failure of plumbing, heating or air-conditioning equipment, electric wiring or installation thereof, water pipes, stairs, railings or walks; (ii) any equipment or appurteuances becoming out of repair; (iii) the bursting, leaking or running of any tank, washstand, water closet, waste pipe, drain or any other pipe or tank in, upon or about such building or premises; (iv) the backing up of any sewer pipe or downspout; {v) the escape of steam or hot water; {vi) water, snow, or ice being upon or coming through the roof or any other place upon or near such building or premises or otherwise; (vii) the falling of any fixture, plaster or stucco; {viii) broken glass; and {ix) any act or omission of co-tenants or other occupants of said building or of'adjoining or contiguous property or buildings. "(unless caused by Landlord's gross negligence) SECTION 1902. SEE RIDER In the event the demised premises or its contents are damaged or destroyed by fire or other, insured casualty, the rights, if any, of either party hereto against the other with respect to such damage or destruction are waived; and all policies of fire and/or extended coverage or other insurance covering the demised premises ot its'contents shall contain a clause or endorsement providing in substance that the insurance shall not be prejudioed if the insureds have waived the right off recovery from any person or persons prior to the date and time of loss or damage, if any. 'ARTICLE XX TRADE FIXTURES SECTION 2001. All trade fixtures installed by Tenant in the leased premises shall be new or completely reconditioned and remain the property of Tenant and shall be removable st the expiration or earlier termination of this Lease or any renewal or - 23 - extension thereof, provided Tenant shall not at such time be in default under any covenant or agreement contained in this Lease[ and provided further, that in the event of such removal Tenant shall promptlyir::ttre tkt -:~m_~ t? t~f~ ~'~-;"'~' i_:: :m_-==m:__tum. Any such trade fixtures not removed at or prior to such termination shall be and become the property of Landlord. Ail improvements and fixtures installed by Tenant- other than trade fixtures', including but not limited to, he'ting equipment, lighting fixtures, air-conditioning equipment, store front, ceiling, wall treatment, floor covering, plumbing and electrical systems and fixtures, whether or not installed by Tenant, shall not be removable at or before the expiration or earlier termination of this Lease or at the ~xpiration of any renewal or extension thereof, and shall become tbs property of Landlord without any compensation therefor to Tenant. Fepair an~ damaEe caused b~ removal and leave the premises in rood condition; weaF and teaF and damaEe b~ fife excepted. ARTICLE XXI ASSIGNING, MORTGAGING, SUBLETTING SECTION 2101. Tenant shall not assign, mortgage, pledge or encumber this Lease, in whole or in part, or sublet the whole or any part of the demised premises, or permit the use of the whole or any part of the demised premises by any licensee or concessionaire, without first obtaining the written consent of Landlord. This prohibition shall be construed to include a prohibition against any assignment or subletting by operation of law. In the event of any such assignment, subletting, licensing or granting or a concession, made with the written consent of the Landlord as aforesaid, Tenant will nevertheless remain liable for the performance of all the terms, conditions, and covenants of this Lease. Any permitted assignment or subletting shall be by agreement in form and content acceptable to Landlord. If Tenant is a corporation,.and if control thereof or of its parent changes at any time during the term hereof, Landlord, at its option, may, by giving sixty {60) days prior written notice to Tenant, declare such change a breach of this Lease. Landlord hereby consents to the assignment of this Lease or the subletting of the demised premises to a wholly owned subsidiary of Tenant, subject to the provisions above respecting continued liability of Tenant and'the form and substance of the agreement. If any assignment or subletting involves a change of use, Landlord may condition its approval, inter alia, upon a revision of the percentage rent rate as may ~-~pr--6~iate for such different use, SEE BIDER ARTICLE XXlI SUBORDINATION SECTION 2201. This Lease, upon request by Landlord, shall be automatically subject and subordinate to any and all non-occupancy leases, mortgages or deeds of trust (collectively called 'Mortgages') now or hereinafter placed upon the Shopping Center, or any part thereof, and to all futuze modifications, consolidations, replacements, extensions and renewals of, and all amendments and supplements to said Mortgages. Notwithstanding such subordination, as aforesaid, this Lease, - 24 - except as otherwise hereinafter provided, shall not terminate or he divested by foreclosure or other default proceedings under said Mortgages or obligations secured the£eby, and Tenant shall attorn to and recognize the Lessor, Mortgagee, Trustee or the purchaser at the foreclosure sale in the event of such foreclosure or other default proceeding, as Tenant's Landlord for the balance of the term Of this Lease, subject to all of the terms and provisions hereof. Such Lessor, Mortgagee or the purchaser at said foreclosure sale shall not be: ri) Liable for any act or. omission of Landlord{ (iii) Sound by any rent or additional rent which Tenant may have paid to Landlord for more than the Current ~onth~ and S~ION 2202. set forth, the beneficiary of an a . . . agreements may elect-to d r ~ent provisions to be null and SECTION 2203. Tenant agrees to execute, acknowledge and deliver any and all documents required to effectuate the provisions of this Article XII. SECTION 2204. Tenant agrees to give any such Lessors, Mortgagees and/or trust deed holders by registered mail a copy of any notice of default served upon the Landlord, provided that prior to such notice~ Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Lessors, Mortgagees and/Or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then such Lessors, Mortgagees and/or trust deed holders shall have an additional 60 days within which to cure such default or if such default cannot be cured with.in that time, then such additional time as may be necessary to cure such default (including, but not limited to, commencement Of foreclosure or default proceedings, if necessary, to effect such cure) in which event this Lease shall not be terminated while such remedies are being so diligently pursued. SECTION 2205. In the event that Landlord, any mortgagee or proposed mortgagee of the Shopping Center of which the demised premises are a part, or any 9overnmental or quasi-9overnmental body contemplatin9 the issuance of or having issued obligations with respect to the Shopping Center 0f which the demised premises are a part or any part thereof (the "Authority"), or any of their respective counsel, shall deem Tenant to be a "principal user" (within the meaning of Section 10](b)(6) of the Internal Revenue Code of 1954, as amended (the "Code")) of any facility - 25 - 'with .~espect to which the Authority shall authorize the issuance of or shall have issued obligations intended to qualify under said Section 103(b) (6) of the Code, Tenant shall provide, upon written request of Landlord from time to time {i) a statement of capital expenditures made by Tenant and related persons (as defined in Section 103(b){6)[C) of the Code) in the county or Incorporated municipality in which the demised premises are located during the period beginning three (3) years before the date of issue of the obligation of the Authority, and {ii) supplemental statements of capital expenditures during the period ending three (])years after the date of such issue. Such statements of capital expenditures by Tenant shall be made 'in a manner complying with the regulations promulgated under Section 10] of the Code {which regulations currently require, inter alia, the listing of dates and amounts of each capital expenditure) and shall also, where required by such regulations, be filed with or submitted to the Internal Revenue Service and/or the, Authority. ARTICLE XXII! OFFSET STATEMENT SECTION 2301. within ten (10) days after request therefor by Landlord, or in the event that upon any sale, assignment, lease or hypothecation of the leased premises end/or the land thereunder by Landlord, an offset statement shall be required from Tenant, Tenant agrees to deliver in recordable form a certificate to any proposed Hortgagee, Lessor or purchaser, or to to the Landlord, certifying (if such be the case) that this Lease is in full force and effect and there are no defenses or offsets thereto, or stating those claimed by Tenant. ARTICLE XXIV TRANSFER BY LANDLORD SECTION 2401. The term "Landlord" as used in this Lease means the Owner, only for the time being, of fee title or a leasehold estate in and to the demised premises. So long as all sums held in escrow by Landlord are paid over to any transferee of said premises or assignee of said leasehold estate, Landlord shall be and is hereby relieved of all covenants and obligations of Landlord hereunder after the date of transfer of said demised premises or assignment of said leasehold estate, as the case may be, and it shall be construed without further agreement between the parties that the transferee has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder from the date of such ~r'anSfe£. ARTICLE XXV CONDEMNATION SECTION 2501. # Tenant hereby waives as to Landlord and the condemning authority any award or damage or claim therefor for loss or *Tenant reserves the rlEht to collect any award £or loss Of its business, its leasehold improvements and trade £ixtu~es as l~ns~s_Tena,t does not inter£ere with Landlord's riEhts to its condemnation award. damage to Tenant as the result of the exercise of the power of eminent domain of any governmental body, whether such loss or damage results from condemnation of pa£t or all of the demised premises or any portion of the pa£king area or service entrances and exits. Should any power of eminent domain be exercised after Tenant is in possession, such exercise shall not void or ih:pair this Agreement unless the amount of the demised premises so taken is such as to substantially impair ~ the usefulness of the demised premises for the purpose for which the same are hereby demised in which event either party may cancel this Lease by notice to the other within sixty (60) days after possession is taken and the rental herein provided shall abate (proportionately or ehtirely, as the case may be) as of the date possession is taken by the condemning authority. ARTICLE XXVI FINANCING STATEMENT SECTION 2601. Tenant shall not enter into, execute or deliver any financing agreement that can be considered as a priority to any lease, mortgage or deed of trust upon the demised premises and, in the event Tenant does so execute or delive£ such financing agreement, such action on the part of Tenant shall be considered a breach of the terms and conditions of this Lease entitling Landlord to such remedies as are provided for herein. Tenant agrees that Landlord shall have an express contractual lien (in addition to any statutory lien) for the performance of all of Tenant's obligatiOns pursuant to this Lease, upon 811 of the fixtures, machinery, equipment, goods, inventory and personalty which are, or her'eafter may be, placed in or upon the demised premises. SEE RIDER ARTICLE XXVII SURRENDER AND HOLDING OVER SECTION 2701. Tenant, upon expiration or termination of this Lease, either by lapse of time or otherwise, shall peaceably render to Landlord the premises in broom-clean condition and in 9ood repair. In the event that Tenant shall fail to surrender the premises upon demand, Landlord, in addition to all otter remedies available to it hereunder, shall have the right to receive, as liquidated damages for all the time Tenant shall so retain possession of the premises or any part thereof, an amount equal to twice the minimum and pe£centage rent specified in [his Lease, as applied to such period. If Tenant remains in possession of the premises with Landlord's consent but without a new Lease reduced to writing and duly executed, Tenant shall be deemed to be occupying the premises as a tenant at will, subject to all the covenants, conditiOns and agreements of this Lease, except that the then current minimum annual rent shall be increased by 50% during such period. - 27 - ARTICLE XXVIII NOTICES SECTION 2801. Wherever in this Lease it shall be required or permitted that notice or demand be given cc served by either party to this Lease to one or the other, such notice or demand shall not be deemed to have been duly given or served unless in writing and either personally delivered or forwarded by Certified Mail, Return Receipt.Requested, postage prepaid, addressed as follows~ TO TNB LANDLORD AT~ Suite 460 555 E. City Line Awenue Bela Cynwyd, Pa. 19004 TO THE TENANT AT~ the address set forth in Article I sboye. ' ' such addresses may be changed from time to time by either party by serving notices as above provided. ARTICLE XXIX PERFORMANCE OF TENANT'S COVENANTS SECTION 2901. Tenant shall perform all agreements herein expressed on its part to be performed, and will promptly upon receipt of written notice of non-performance thereof, comply, with the requirements of such noticel and further, if Tenant shall not comply with such notice to the satisfaction of Landlord within fOrty-eight (48) hours after delivery thereof, (or if such compliance cannot reasonably be completed'within forty-eight (48) hourS, if Tenant shall not commence to comply within such period and thereafter proceed to completion with due diligence), Landlord may, at its option, do or cause to be done any or all of the things specified in said notice, and iu so doing Landlord shall have the right to cause its agents, employees and contractors to enter upon the demised premises and in such event shall have no liability to Tenant for any loss or damage resulting in any way from such action; and Tenant shall pay promptly upon demand any expense incurred by Landlord in taking such action, anY'such sum to be collectible from Tenant as additional rent hereunder. ARTICLE XXX EVENTS OF DEFAULT SECTION 3001. The occurrence of any of the following shall constitute an event of default hereunder: ii) Failure of Tenant to colamence business within the time period specified by Article III hereofl.. (ii) Discontinuance by Tenant of the conduct of its business in the demised premises; for two (2) consecutive days - 28 - " (iii) The filing of a petition by or against Tenant for adjudication as a bankrupt or ].nsolvent, for its reorganization or for the appointment of a receiver or trustee of Tenant's property; an assignment by Tenant for the benefit of creditors; or the taking of possession of the property of Tenant by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of Tenantl (iv) Failure. of Tenant to pay when due any installment of rent hereunder or any other sum herein requited to be paid by Tenant Tenant shall not be placed in default for late payment of rent, without notice, twice durinE the lease term; (v! Vacation or desertion of the demised premises or permitting the same to be empty and unoccupied; (vi) Tenant's re~oval or'attempt to remove, or manifesting an intention to remove Tenant'S goods or property from or out of the demised premises otherwise than in the ordinary and usual course of business without having first paid and satisfied Landlord for all rent which may become due during the entire term of this Lease! (vii) Tenant's failure to perform any other covenant or condition of this Lease within twenty (20) days after written notice and demand, unless the failure is of such a character as to require more than twenty (20) days to cure, in which event Tenant's failure to proceed diligently to cure such failure shall constitute an event of default! and (viii) Failure of Tenant to comply with Section 2701 hereof. ARTICLE XXXI RIGHTS OF LANDLORD UPON DEFAULT BY TENANT SECTION 3101. In the event of occurrence of an event of default hereunder= (i) The whole rent for the balance of the term of this Lease, as hereinafter computed, or any part thereof, at the option of the Landlord, shall immediately, without act or notice, become due and payable as if by the terms of this Lease the same were payable in advancel and (ii) Landlord may immediately proceed to distrain, collect or bring action for the whole rent or such part thereof as aforesaid, as being rent in ar=earS, or may enter judgment therefor in an amicable action as herein elsewhere provided for in.case of rent in arrearS, or may file a Proof of Claim in any bankruptcy or insolvency proceedings for such rent, or Landlord may institute any other proceedings, whether similar to the foregoing or not, to enforce payment thereof. SECTION 3102. Sent for each year for the balance of the term after the happening of any event of default for the purpose of computing the whole rent for the balance of the term of this Lease under Section 3101 and 3105 hereof shall be computed as - 29 - e uaL.to the yearly avera9 the minimum and percentage rent q ..... Tenant nursuant t~ Article VI of this Lease fo~ the a~ao~e ~ r East three(3) full lease years immediately preceding saio event of default, plus (the following herein referred to as 'Added Charges#) Tenantts abate of real estate taxes, dues to the Merchantss Asaociationf insurance charges and costs o~ operation Of the Shopping Center and maintenance of the common areas and facfltties, payable for the current applicable year. If the amount of Added Charges for the current applicable year are not then availablew then Tenantts share of Added Charges.. payable foe the preceding year shall be used in the computation of annual ~ent. If less than three (3) full lease years have preceded tbs occurrence of said event of default, then the annual average of minimum and percentage rental tberetofore required to be paid by Tenant shall be used In the computation of annual rent. SECTION 3103.' As long es the whole rent or any part thereof as aforesaid remains unpaid, the Landlord may, at.any time thereafter re-enter end re-possess the demised premises and any part thereof and attempt to relet all or any part of such de~ised premises foe the account of Tenant for such rent and upon such te~ms and to such persons, firms or corporations and for such period or periods as Landlord, in its sole discretion, shall determine, including the term beyond the termination of this Lease, and Landlord shall not be-required to accept any tenant offered by Tenant or observe any instruction given by Tenant about such reletting, or do any act or exercise any care o[ diligence with respect to such reletttng or to the mitigation of damages. For the purpose of such reletting, Landlord may decorate or make repairs, changes, alterations or additions in or to the demised premises to the extent deemed by Landlord desirable or convenient, and the cost of such decoration, repairs, changes, alterations or additions shall be charged to and be payable by Tenant as additional Rent hereunder, as well as any reasonable brokerage and legal fees expended by Landlord, and any sums collected by Landlord from any new tenant obtained on account of the Tenant shall be credited against tbs ~alance of the rent due hereunder as aforesaid. NotwithstandSns an~hin~ to t~e COn,racy Sn th~s sec~£o~. Tenant shall not be responsibl~ for the reimbursement to Landlord Of the Pe91aceme0t tenant,s Te,ant SECTION 3104. ~bp~ovement cost. At any time after any event of default shall occur~and remain uncured, Landlord~ et its option, may serve notice upon Tenant that this Lease and the then'unexpired term hereof shall cease and expire and become absolutely void on the date specified in such notice, to be not less than five (5} days after the date of such notice, and thereupon, and et the expiration of the time limited in such notice this Lease and the te~m hereof granted, as well aa ello[ the right, title and interest of tbs Tenant hereunder, shell wholly cease and expire and become void in the same manner and with the same force and effect (except es to TenantOa liability) aa if the date fixed in such notice were the date herein specified foe expiration of tbs term of this Lease. Thereupon, Tenant shall immediately quit a,d surrender to Landlord the demised premises, including any and all buildings and improvements thereon, and Landlord may enter into and repossess tbs demised premises by summary proceedings, detainer, ejectment or otherwise, and remove all Occupants thereof and, at Landlordts option~ any property thereon without be~g liable to indictment, prosecution or damages therefor. - 30 - SECTION 3105.' In the event of termination of this Lease, at Landlord's option, Tenant shall pay to Landlord all rental and other charges payable hereunder due and unpaid to the date of teeminatio , ~= ........ ~ ....... - as if the same had not been terminated, the said tent for the balance of the teem of this ~eaae and Added Charges to be computed in the same manner as provided in Section 3102 hereof. In the event any judgment had been entered against Tenant toe any amount in excess of the total amount required to be paid by Tenant to ~andlord hereunder, then the damages assessed undee said ~udgment shall be re-assessed and a c/edit granted to the extent of said excess. Tbs parties hereto acknowledge that the damaged to which the ~andlotd is entitled in the event of a breach ot this Lease and termination by Landlord ate not easily computed and are subject to many variable fa[tots. The parties hereto ha~e agreed to the liquidated damages aS herein p~ovided in order to avoid extended litigation in the event of default by Tenant and termination of this ~ease. SECTION 3106. mo~eta~2 ro~ a de£ault 0£ an Upon the occurrence of any event o~tde~aultl, as operative covenant aforesaid, then Landlord or any person acting under ~andlordt (i) Hay enter the peemises'and ~ithout fu/ther demand, proceed by distress and sale of the goods there found to levy the rent, all other charges'herein payable as rent, and all costa and o~ficets' commissions, including'watchmenm8 ~ages, and fuethet including the five (5%) percent chargeable by the Act of ~ssembly to Landlord, shall be paid by the Tenant, and that, in such case, all costs, officerse commissions and o~her charges shall immediately attach and become a part of the claim o~ said LanOlord for tent, and any tender of tent ~ithout said costs made after the issue of a warrant of distress shall not be sufficient to satisEy the claim of said Landlord. Tenant hereby expressly ~aives the benefit of all la~s no~ made or that may hereafter be made regarding any limitation in ~hich distress is to be made a~ter removal of goods. Tenant ~aives in favor of ~andlotd all eights under the &ct of Assembly or April 6, 1951, P.~.69 ~rt. V., Sec. 501, and all supplements and amendments thereto that have been or may hereafter be passed~ and authorized the sale of any goods distrained for rent at any time after five (5) days feom said distraint without any appraisement and/de condemnation thereofj and/or (ii) Hay re-enter and repossess the demised premises, beeaking open locked doors, if necessary, and may use as much force as necessary to effect such enteance without being liable to any action ot prosecution for such entey de the manner the/eof, not shall ~andlord be liable for the loss of any property upon the peemises. SECTION 3107. If proceedings shall be commenced by Landlord to recover possession under the Acts of Assembly, either at the end of a term or upon the oocueeence of any event of default, Teuant expressly waives all eights to notice in excess of five (5) days required by any Act of Assembly, including the Act of - 31 - December 14, 1863, Act of April 3, 1830 ar the Act or April 6, 1951, and ~ees that in either or any _.ch case five '(5) d~ys' notice shall be sufficient. Without limitation of or by th~ foregoing, the Tenant hereby waives any and all demands, notices of intention and notices of action or proceedings which may be required by law to be given or taken prior to any entry or re-entry by summary proceedingsw e~ectment or otherwise, by Lsndlord, except ss hereinbefore expressly provided with respect to the five (5) days' notice and provided further that this shall nor be construed as a waiver by Tenant of any notices to which this Lease expressly provides Tenant is entitled. SECTION 3108. In the event of a termination of this Lease~ prior to the"date of expiration herein originally fixed, whether by reason of service of a notice as provided herein terminating this Lease or by reason of entry or re-entry, summary proceedings, ejectment or other of law, Tenant hereby waives all right to recover or regain possession of the demised premises, to save forfeiture by payment of rent due or by other performance of the conditions, terms or provisions hereOf, if such termination occurred by reason of any failure in performance hereof, and without limitation of or by the foregoing, Tenant waives all right to reinstate or redeem this Lease notwithstanding any provisions of any statute, law or decision now or hereafter in force or effect, and Tenant waives all right to any second or further trial in summary proceedings, ejectment or in any other action provided by any statute or decision now or hereafter in force or affect. SECTION 3109. The words "entry" and "re-entry" as used in this Lease shall not be deemed restri0ted to their technical legal meaning. SECTION 3110. In the event of a breach or threatened breach by Tenant of any of the agreements, conditions, covenants or terms hereof, Landlord shall have the right of injunction to restrain the same and the right to invoke any remedy allowed by law or in equity whether or not other remedies, indemnity or reimbursements are herein provided. The rights and remedies given to Landlord in this Lease are distinct, separate and cumulative remedies, and that no one of them whether or not exercised by Landlord, shall be deemed to be in exclusion of any of the others. SECTION 3111. remain unpaid when the same ought to be paid,~JM~t_he£eby empowers any prothonotary or attorney of~7~P~_ court ~f ~ecord to appear for Tenant in any *and all act-J~m~hich may be brought for rent, liquidated damages or ~charges or expenses agreed to be paid by Te~de~ and o st ~gn for Tenant an agreement for enteri~Ptent cou{t ~d a~i~able action or acti~°~uida*ted d~ages amicabl~f~9~~"'~.Tenant - 32 - - and Landlord has entered into a new lease with a new tenant for the demised premises or is neEotiatinE a lease with a new tenant ~or the demised premises paymentaw coata and expenses reserveu as re,= uL =~ ~ oaid by the Tenant, as well as liquidated damnS, and for ~nterest and costs together with an ~/dzef~co~miasion of five (5%) percent thereof, sa~d av~l'~ shall not be exhausted by One exercise th~but judgment m~ be _. confessed as afores~ t~~ ~t~ ~s.an~ of exez~~ o~igi.al te~m or SE~ION 3112. as a~o~esaid, elkher duo,n9 the o~iginal term o~ ~nls ~ea~, any extension the~eo~, and also when and as soon as theism he~eb~ c~eaked, or an~ extension thereof shall have e~red, shall be lawful fo~ an~ aktorne~ as akkorne~ ~o~ Te~ to sl~n an agreement fo~ enkerin9 In an~ competent Court ~amicable action and ~u~gmenk In e~ectmen~, without an~ s~ o~ execution o~ appeal against Tenant and all persons cla~9 under Tenant for the recovery b~ ~an~lo~d o~ possession ~kh~ herein demised p~emises, without an~ liabtlit~ o~a~k of the attorney, for which this ~ease shall b~su~fi~len~ whereupon, If ~andlor~ so desires a w~ of possessio~ith clauses for costs ma~ issue forthwl~wlthou~ ~ p~lor w~lt p~oceedings whatsoever. If fo~ ~son aft~s~c~ckion has been co=enced the same sh~~tE~a~ ~e~_ posseasion of the premises h~y demiaed remain ~n. gr.oe restored to Tenant, the ba~~l have the right to_any subsequent default or debitting one or more further amicable actions in th~ ~einbefore set forth, to recover ~sseseio~~r such ~bs~guent__- default. No such ~ L~se no~ktng~ recovering posse~ha[1 depr~lord ~amages ~ue covenant h~he b=~ng~n~ o~ any~uch =t~n~ t~b~n possession SBC~ION 3113. arrears, an affl~ne_a~ting~sett~ng_i°rtn which e~c-lustve.evid?ce? , true 1 be nece~~ a~torneg, any rule o custom o~ practice to the contrary SBCTION 3114. by or in ~ Hagist~ate by vt . . .ow.e.ra ~ . attorney ~h rwtee, shall be find,, ,an~ Ten eke an appeal, certiorari, writ o£ error, - 33 - ~': ...... -:'--~dlord and to any and all attgrneys who m~qJ~~ a eat for Tenant all errors in the said proceedin~pq4~Tenant e:~resslv waives the ben'fits of law,.no~ or h,~r~t~[ in ~-' ~.mneina anY uoods on'the demised~a~e~ises, or .. ~orce, ---Tr- ~,_.:_~_, · .... or saleffiny legal proceedings taken by the Landlord to enforc~-a~f~i9his ~nder this Lease. ' Tenant fu~thet ~aives the E~~~xecution on a~y. real estate that may be levi~lle~ ~ount ~hich may becoee due under t~ti°ns of-this ~ea~e~ ~n~ SECTION 3115. Landlord shall have the right to apply any payments made by Tenant to the satisfaction of any. debt o~ obligation of Tenant to Landlord accordin9 to Landlord's sole. discretion and regardless of the instructions of Tenant as to application of any such sum, whether such instructions be endorsed upon Tenant's check or otherWise~ unless otherwise agreed by the parties in writing which makes specific reference to this Section 3115. The acceptance by Landlord of a check or checks dr~wn by other than Tenant shall not in any way affect Tenant's liability hereunder, nor shall such acceptance be deemed an approval of any subletting or assignment of this Lease by Tenant. ARTICLE XXXII CUSTOM AND USAGE SECTION 3201. Any law~ usage or custom to the contrary notwithstanding~ Landlord shall have the right at all times to enforce the covenants and conditions of this Lease in strict accordance with the terms he£eof and notwithstanding any conduct or custom on the part of the Landlord in refraining from so doing at any time or times. The failure of Landlord at any time or times to enforce its rights under said covenants and provisions at~ictly in accordance with the same shall not be construed as having created a custom In any way or manner contrary to specific terms, provisions and.covenants of this Lease or as havin9 ~odified o~ waived the same. ARTICLE XXXIII SUCCSSSORS AND ASSIGNSl AGENT SECTION 3301. All rights~ Obligations and liabilities herein~ given to~ or imposed upon~ the respective parties hereto shall extend to and bind the several and respective hel~s~ executora~ administratora~ successors~ sublessees and assigns of said parties, sub~ect to the provisions of Section 2401! provided~ however, that the liability of Landlord hereunder and any successor in interest and title to &andlord'a leasehold estate in and to the demised premises shall be limited to his or its lnte£est tn the 8hopping Center, and no other assets oi the - 34 - Landlo'rd other than his o£ its interest in the Shopping Center shall be affected by reason of any liability which said Landlord or successor in interest may have under this Lease. If there shall be more than one tenant, they shall all be bound jointly and severally by the terms, covenants, and agreements herein and the word "Tenant" shall be deemed and taken to mean each and every person or party mentioned as a Tenant herein, be the same one or morel and if there shall be more than one Tenant, any notice required or permitted by'the'terms of this Lease may be given by or to any one thereof and shall have the same force and effect as if given by or to all thereof. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to'such assignee bas been approved by Landlord in writing as aforesaid. Kravitz proper~ies, Inc. is acting as Agent only and shall not in any event be held liable to the ~andlord or to Tenant for the fulfillment or non-fulfillment of any of the terms, covenants or conditions of this Lease or for any action or proceedings that may be taken by Landlord against Tenant, or by Tenant against Landlord Including, but'not limited to, any such action arising out of, in connection with or in any manner relating to, the performance or non-pe£fo£mance by Agent or any act pursuant to Landlord's direction. Any waiver of Landlord's liability hereunder, including, but not limited to, any Waiver of subrogation rights, shall apply with equal force and effect to such Agent. ARTICLE XXXIV SCOPE AND INTERPRETATION OF THE AGREEMENT SECTION 3401. This Lease shall be considered to be the only agreement between the parties hereto pertaining to the demised premises. All negotiations and oral agreements acceptable to both parties are included herein. The laws of the Commonwealth of Pennsylvania shall govern the validity, interpretation, performance and enforcement of this Lease. SECTION 3402. have the effect of limiting for any per,o~ of re.t or other ch,rges pay,ble by T,..nt to than that otherwise provided pursuant to thi~.ase~ the. following amounts shall nevertheleas be pa~e by Tenant{ (a) throughout such pe£1od of limitation, ~e~t ~h~ll remain liable fo{ the m~x{mum ~un~ o{ ~n~he{ ch~{ge~ which are legally payable (without regar~ any lim~ation to the amount thereof e~zesse4 is thi~ase except that all a~unts payable by reason of this Se~n 3402 shall not in the aggregate excee~ the tot~mo~ ~ch. ~ou~ oth?wise be payable by Tenant ~o the pezi~ of lisi~ t~ina}~on.of s~ch pe=i~ of lisita~~~O ~o~o= ~ent, as the case may ~-~ ~e exte~gal~ collectibl~a~ m~! ~i~9 ~u~d have which~~~~_d~i~n' - 35 - portion of the term of this Lease ' w the terms hereof calc ere had been no intervening period ARTICLE XXXV CAPTIONS SECTION 3501. Any headings preceding the text of the several Articles and subparagraphs hereof are inserted solely for convenience or reference and shall not constitute a part of this Lease, nor shall they affect its meaning, construction or effect. ARTICLE XXXVI RENEWAL OPTION SECTION 3601. Provided tenant is not in default under the Lease, Tenant shall have the option to renew the within lease agreement for one (1) additional five (5) year period upon the same term and conditions as herein contained, except that the annual rent shall be Twenty-Eight Thousand and Eight Hundred Dollars ($28,800.00) for said period in addition to pro-rata charges, HVAC & electric charges and other charges or added charges as stated herein. In the event Tenant desires to exercise its option for said additional period, it shall give notice of its intent to exercise the option to extend this lease for an additional five (5) year period, in writing, to Landlord, at least six (6) months prior to the expiration of the initial five (5) year term. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. GOURM~ LTD,~ . ,-~ l"t; KRAV~ROPERTIES, INC. P.~ESID~NT 0~"~;IL~g PREgI~NT DONALb W. MILLEk7 RRESIDENT 'S~C~TARY OR T~SURER PAUL FRI~RK, SECRETARY If Tenant is a corporation, Lease should be executed by President or Vice President and attested to by Secretary, Assistant Secretary, treasurer or Assistant Treasurer and the corporate seal affixed. If Tenant is a partnership, all partners must execute the Lease and if Tenant is an individual or partnership, all signatures should be witnessed. APPROVED BY OWNER: CAMP ~I/LL~SHOPPING CENTER ASSOCIATES -36- SUPPLEMENT 1 TO LEASE DATED THE 15TH DAY OF OCTOBER ,1992 BETWEEN KRAVITZ PROPERTIES, INC., AGENT FOR CAMP HILL SHOPPING CENTER ASSOCIATES ("LANDLORD") AND GOURMET LTD., INC., A PENNSYLVANIA CORPORATION ("TENANT") DEMISING CERTAIN SPACE IN CAMP HILL SHOPPING CENTER. Pursuant to the provisions of Section 501 of the above Lease, Landlord and Tenant, intending to be legally bound hereby, agree that the term of said Lease commenced on..November 1, 1992, the Rental Commencement Date was November !, 1992 , and said Lease shall end on the 31st day of Octobgr, 1997, at Midnight, unless sooner terminated or extended as therein provided. Said Lease is in full force and effect and Tenant is in possession-of the Demised Premises and commenced paying rent on said Rental Commencement Date. Landlord is not in default under said Lease, the demised premises as erected and completed are accepted by Tenant as being in accordance with the terms of this Lease and there is no offset of rent. IN WITNESS WHEREOF, the parties' hereto have duly executed this Supplement to said Lease, the 7~ day of November, 1992. GOURMET LTD. . . /h SECRETARY OR TREASURER KRAV'ITZ PROPERTIES, INC. PAUL FRIMA~K, SECRETARY APPROVED BY OWNER: CAMP HI~L~HOPPING CENTER ASSOCIATES DONA~LS~/W. MI~.LE-R, ~ART~ER -37- I~Xilllfl'r "A" I-ANDI.OITD hereby, I~serve~. the H~l, et in~ time i~ from time to time, to alter, or otherwise modl~y · e I~atlons ~d/or dl~ni~ of ~ ~IMh~, ~khl ~m, ~ ~lv,, en~,. exlb, mails, mid me~ of the ~P~K ~, ~, ~Uve Ite~, e~ st~ ~d ~u for fe~il ~les hclll~ not sho~ ~ ~b ~hiMi 'A', ~, howe~, ~at ~md ~ not dollh ~y d~b ~111111110 ~llllllllllllllflUg ~11111111111111111111111111111111~1 dllllllllltlllllllllllllllllllllllltlll c JllllllllllllllllllllllllllllllllllllllllU ~11111111111111111111111111111111111110 llli~lllllllllllllllllllllllllllllg L fllllllllltllllllllllllll~ IIIIIIIIIIIIIIIIIII1~ IIIIIIIIIIIIIIIIIIIIfO IIIIIIIIIIIIIIIIIIIIIIlll · lllllllllllllllllllllll IIIit1111111111111111101 IIIIIIIIIIIIIIIIIIIIIIB t11111111111111111111111 IIIIIIIIIIIIIIIIIIII1~1 IIIIIIIIIIIIIIIIIIIIIIII c..,..,.,.,lllllllll& glllllllllh~ ~ Otlllllllllll~ EXHIBIT "B" 1. LANDLORD'S WORK Except as otherwise provided in.this Exhibit "B", Landlord, at its own cost and expense, has constructed or wil~ construct the followin~,'all of which are herein collectively referred tO as "Landlord's Work'~ A. Building of Which Demised Premises Shall Form a Part. The building of which the demised premises forms a part {herein referred to as the 'Building#) shall be constructed (to the extent not ~ow existing) in accordance with the following criteria~ 1. Structure. The structural frame including columns, beams, joists and roof will be, at Landlord's option, of steel, concrete and such other non-combustible material as may be specified by Landlord's architect. 2. Roof. The roof will be of a bonde~ type construction insulated to provide a 'U' factor of 0.09. 3. Exterior Walls. The exterior walls will be of masonry, prefabricated panels or such other material or materials as may be specified by Landlord's arch'itect. 4. Interior Faces. The exposed interior face of exterior walls will be of masonry, wallboard or such other material or materials as may be specified by Landlord's architect. B. Common Areas. Landlord shall construct inside and outside the Building certain Common Areas, limited to the following~ 1. Outside Common Areas. The Common Areas ouside the Building will include hard surface and striped parking lots, access roads~ directional, parking and traffic signs, a storm drainage system, delivery areas, walks, lighting, landscaping and plantin9 and such other areas, facilities and buildings, as determined by Landlord, as are used in the maintenance and operation of the Shopping Center. 2. Inside Co~on Areas. The Common Area inside the Building will include an enclosed, heated and air-conditioned, lighted and sprinklered mall with courts, lighted and sprinklered service and exit corridors, stairs or ramps and such other facilities, as determined by Landlord, as are used in the maintenance and operation of the Shopping Center. C. Work Within Tenant's Space. Landlord's Work with regard to the demised premises shall be limited to the following (to the extent not now existing)= 1. Demising Wails. The demising walls or demising studs which separate the demised premises from other.tenant areas and Common Areas will extend from the finished.floor to the underside of the £oof deck. Unless required by applicable law to construct demising walls for fire corridors and emergency E-1 exits'of unfinished masonry block, Landlord will furnish metal studs on which Tenant shall place demising walls in accordance with Article II, Section B. 2. Floors. The floors within the demised premises will be concrete with a troweled finish installed at an elevation selected by Landlord. Tenant shall pay Landlord the- sum of $1.75 per square foot of floor area in the demised premises as reimbursement for the installation of the floor slab. If Tenant shall have notified Landlord in writin9 at or before the execution of this Lease and if at such time the concrete floor slab has not been poured for the demised premises, and proVided and so long aa the delay in pouring such concrete floor slab will not interfere with and/or,delay completion of Landlord's Work or any portion thereof, the slab will not be poured until the Tenant's contractor has completed Tenant's underground utility work. After the concrete floor slab is poured, Landlord in no event shall be responsible for any subsequent underground work or removal and/or replacin9 of the concrete floor alab, In the event Tenant deems it necessary to remove and/or replace such floor slab, such work shall be done by Tenant at Tenant's own cost and expense. 3. Doors. One hollow metal service door with dimensions of 3'0" by ?'0" will be provided at the location shown in and in accordance with 'Landlord's Design Criteria' (as defined in Article III of this Exhibit 'B'). Tenant, at Tenant's own cost and expence, will provide and install all panic hardware, lockset and closer. No door will be provided by Landlord in any store which has a depth of 50 feet or less or an area of 1,200 square feet or less· . . 4. Landlord's Optional Work. At its option, Landlord may provide at Tenant's cost and expense a neutral vertical material between each store on the mall side of the demising partition, and/or a horizontal neutral strip as shown on Landlord's Plans, above the store front limiting the height thereof. P. Utility Services in Demised Premises. 1. Utility Lines. Landlord, its agents, employees and contractOrS, and any utility company which furnishes utilities to the demised premises and/or the Shopping Center, shall have the right to run utility lines, pipes, conduits or duct work, where necessary or desirable, through ceiling space, column space or other parts of the demised premises and to repair, alter, replace or remove the same in a manner which does not unreasonably interfere with Tenant's use of the demised premises. 2. Electric Service. Electric will be available for the demised pcemises at Landlord's bus ducts at a location designated by Landlord pursuant to the procedures set forth in Landlord's Design Crltecia~ Electric service characteristics will be 277/480 volts, 3 phase, 4 wire, 60 hertz. Landlord will provide between the demised premises and the closest service corridor an empty conduit unless the demised premises abut a service corridor, in which case Tenant shall provide the conduit. Tenant will provide bus plugs with fuses, the conduit and feeder between the bus duct*and the demised premises, and check metering within the demised premises and will extend conduit within the demised premises to Tenant's distribution system. E-2 Tenant's distribution facilities within the demised premises shall consist of all necessary switches, conductors, transformers and controls in addition to Tenant's normal lighting and power devices. The Installation by Tenant of all electrical facilities shall conform to Landlord's Design Criteria and to the National Electric Code, and meet the requirements of the Landlord's fire underwriter and local governmental authorities. Ail material and fixtures shall be new and carry UL labels. Any existing electrical facilities must be changed to conform with the above requirements and Landlord's Design Criteria to enabls eleotricity to be provided by Landlord. 3. Water Service. Landlord will provide s branch water line, with shutoff valve, of not less than 3/4 inch to a point in the demised premises designated by Landlord. Any increase in the size of water service required by Tenant which necessitates a branch water line larger than such 3/4 inch line will be furnished, at Tenant's expense, upon written request of Tenant. Any existing water facilities must be changed to conform with Landlord's Design Criteria fo enable water to be provided by Landlord. 4. Gas Service. Gas service will not be available. 5. Sanitary Sewer Service. Landlord will stub a plugged 4" sanitary outlet, at floor level at a location selected by the Landlord~ to which Tenant will connect in accordance with Landlord's Design Criteria, notwithstanding current facilities which may exist. 6. Sprinkler Main Service. Landlord will provide a sprinkler bulk main with capped outlets to the demised premises at a location determined by Landlord and sized to accommodate sprinkler coverage required by Factory Mutual. Landlord will deliver to Tenant a plan showing the bulk main and capped outlet in the demised premises an6 Tenant will install all piping and other sprinkler work, including feed main, cross main, branch line, riser nipples, drop sprinklers and heads to pr.ovide a complete sprinkler system in accordance with Landlord's Design Criteria and sprinkler working drawings, prepared by Tenant's contractor~ and approved by Factory Mutual and all authorities having jurisdiction. 7. Heating and Air Conditioning System. Landlord will provide and install s medium pressure, constant temperature air supply main at a location designated by Landlord to supply cooling and ventilation air for Tenant's premises and, at Tenant's expense, a medium pressure; variable air volume terminal complete with system powered thermostat for variable air volume terminal control. The installation of all ductwork, electric heating with controls, diffusers, return air registers end other mechanical apparatus related thereto required by Tenant's HVAC.system shall be provided by Tenant, at its cost and expense, and all such work shall be designed and installed in accordance with Landlord's Design Criteria and Landlord's HVAC Plan, notwithstandin9 current facilities which may exist. 8. Telephone Service. Landlord will provide central telephone locations as designated by Landlord. Tenant will make its o~n arrangements with the telephone company for telephone service and will install a conduit from Landlord's designated telephone location to the demised.premises as may be required, notwithstanding current facilities which may exist. B-3 II. ~ENANT'S NORK Notwithstanding the present facilities in the demised premises and the present condition and state of repair of the demised premises~ all work set forth in this Irticle II and all other work not specifically designated as Landlord's Work by trticle I which is necessary to complete the demised premises in accordance with Tenant's Final Plane and Landlord's Desi9n Criteria and which is necessary for the demised premises, to nform th.r.to ,nd to ,ll c rr. t governmental authorities having ]urzsazctlon (lnciu without limitation, emergency llghts, rewiring, alarms and extinguishers) and to be ready to open for business with the public by the comencement date, in the manner set forth in the Lease~ shall be done by Tenant at Tenant's own cost and at expense. All such york which is not specifically designated as Landlord's Work is herein collectively referred to as #?enant~s Work'. A. Demised Premises. The store shall be designed and installed in accordance with Landlord's Design Criteria~ the requirements Landlord's fire underwriter and the current requirements of any governmental authority having ~uclsdiction over the pro}sci. Tenant's store front shall conform to the design criteria as established by Landlord's architect and set forth in Landlord's Design Criteria. The store shall have a customer entrance not to exceed 10'0' in height.' Tenant shall not install its finished ceiling above 11'0' in height. The design~ character and materials of the store front and all aspects of the design and construction of the interior of the demised premises shall be subject to the approval of the Landlord. ~11 exposed metal flashing~ doors, and trim are to be permanodic or duranodic finish or equal in standard. Open grills are to meet the same reouirements. A hard dry surface at the bottom 6' of the store front construction shall be provided by Tenant. This material shal! be non-absorbent (wood or other porous materials are not acceptable). The sign background and finish is sub~ect to ~andlord's approval. Open grills wider than 12~ are to be motorized. In the event the demised premises have a side abutting a mall entrance or side mall~ Tenant shall incorporate into the design of such wall one or more of (a) entrance to the premises and (b) see-through display storefront~ and lc) shadow box merchandise display. Tenant may not install a mezzanine without Landlord's approval. Tenant shall not exceed a floor load capability of 200 pounds per square foot. 8. Sales Area. The floor slab shall be covered with floor finish ~aterials approved by Landlord. Carpeting shall be flame . resistant. Ceilings shall be constructed o~ 24~ x 48' acoustic tlle~ one (1) hour fire r~ted, on exposed metal T bar grid system or such other tire rated material aa approved by Landlord. Demiainq vails shall extend to the underside or the roof deck and shall be constructed o~ sheet rock in accordance with applicable state anti local laws and ordinances and the regulations of ~andlo[d's fire underw£iter, but in no event less than 5/8' sheet rock taped and spackled. ~11 masonry walls and partitions shall be furred out sheet rock~ of the aforesaid thickness, taped and spackled. Those partitions B-4 dividing sales area from non-sales area which contain no ceiling shall be carried to the underside of roof deck on both sides. AIl concealed framing above ceilings or soffits shall be made of steel studs or other fire retardant materials in accordance with Landlord's Design Criteria. Certain store fronts or side corridor fronts as shown on Landlord's Floor and Structural Plans may be designated by the applicable fire marshall to carry fire extinguisher cabinets recessed into their walls. All "A" o~cupancy Tenants (as defined by the Pennsylvania Department of Labor and Industry} must provide partitions and ceilings with two (2} hour fire rating. C. Stock Eoom, Service and Other Non-Sales Areas. The concrete floor slab, if left exposed, must be sealed with a sealant approved by Landlord's,architect. If the concrete floor slab is coveredt the provisions relating to floor finish materials for the sales area shall apply. Perimeter walls shall be of either exposed masonry or drywall and taped. Rear walls shall be insulated in accordance with Landlord's Design Criteria. D. Toilet Rooms. The floors shall have non-porous floor covering over the concrete floor slab. All walls and ceilings shall be of dtywalI, taped and spackled. E. Painting and Decorating. Exposed walls shall have a minimum two coat finish and all wood paneling a minimum of one sealer cost. The walls and ceiling of the toilet room shall have two coat semi-gloss enamel finish. The stock room and service areas may be left unfinished. F. Utility Work by Tenant. 1. Electrical. The installation by Tenant of all electrical facilities shall conform to Landlord's Design Criteria (to the additional electrical information supplied by Landlord to Tenant as set forth in the eleotrical load data portion by Landlord's Design Criteria) and to the National E~ectric Code, and meet the requirements of the Landlord's fire underwriter and all other local, state or federal governmental authorities. All material and fixtures shall be new and carry UL labels. Any transformer necessary to reduce the voltage supplied to levels acceptable for Tenant shall be provided by Tenant at its expense. Circuits must include a time clock controlling sign and store front illumination and separate circuits for night lighting and exit signs. Emergency lights shall be provided by Tenant. Tenant shall provide a buzzer call system at service door entrance or from a common corridor entrance, as required by ~andlord. Tenant's work drawings (as referred to in Article III) shall indicate the circuits showing connections to alarm, television, [iVAC or other special circuits. 2, Plumbing. Tenant shall install underslab drain and soil lines to Landlord's soil line at the point of entry selected by Landlord. Requirements greater than that provided by Landlord must be sho~n on Tenant's working drawings and will be made at Tenant's expense. Tenant shall be responsible for the installation of a water meter to service water line B-5 installed by Landlord at a point designated by Landlord. Tenant shall provide a minimum of one close-coupled water closet, one lavatory, and one electric hot water heater. Ail of the aforesaid shall be in accordance with Landlord's Design Criteria. . G. Fire protection. All tenant slices must catty the approved fire extinguishers required, by 9overnmental authorities. Tenant, at Tenant's o~n cost an~ expense, shall wrap all columns within the demised premises from the floor to the underside of the roof deck with one hour fits rated materials. Tenant shall install all sprinkler pipes, fee~ mains, cross mains, nipples, drop heads, etc. from the capped outlets on Landlo£d'a bulk main. H. ~Mechanical Systems. Tenant shall design and, at its sole c~st and expense, install a complete air-conditioning distribution system. In addition, Tenant may, at its option, install an electric heatin9 system. Such systems shall be designed and installed in accordance with Landlord's [{V&C Plans and Landlord's Design Criteria, at the location therefor specified on Landlord's HVAC Plan. If Tenant is requited to install a rooftop {IVAC system, Tenant will reimburse Landlord for providing additional rooftop structural supports. Tenant shall provide an exhaust fan of adequate capacity for each toilet room and such other ventilating equipment as may be required. The design and location of exhaust systems shall be approved by Landlord p£ior to installation. I. Signs. Ail signs shall conform to the standards as set forth in Exhibit 'C'. J. Roof Penetrations. Tenant shall submit for approval of Landlord's architect in the wo£kin9 drawing phase, drawings showing all roof penetrations for special vents and equipment. All tool openings, reinfo£oing, curb work and flashing and repairs to the roof required by Tenant's installations shall be performed by Landlord's contractor, at Tenant's expense. Tenant shall pay all costs for the opening of the.roof and for any special vents required by Tenant. Insurance. 1. &Il Risk Insurance. In addition to, and not in lieu of the other policies of insurance required by this Lease, at all times during the petio~ commencing with the start of construction of Tenant's #otk and terminating on the date of the acceptance by Landlord of Tenant's ~ork as being completed in accordance with the provisions of this Bihibit 'B# (such period ia herein referred to as 'Tenant's Construction Period"), Tenant, at its own cost and expense, shall maintain B-6 in ef'fect with a responsible insurance company approved by Landlord, a policy of "Ail Risk" Builder'S Risk Insurance in the. standard Pennsylvania form. Said insurance shall cover the full replacement value of all work done or to be done and all fixtures snd equipment installled or to be installed at the demised premises by Tenant, without co-insurance and without any deductible, clause. * ~. ~orkman's Compensation. ~t all times during Tenant'S Construction Period, Tenant'S contractors and subcontractors shall maintain in effect Workman's Compensation Insurance as required, by the laws of the state in which the Shopping Center ia located. 3. Adjustment of Loss. Any loss occurring during Tenant's Construction Period shall be adjusted with Landlord and the proceeds shall be payable to Landlord, in trust, fo£ the purpose of repair or reconstruction. Repair and/or reconstruction of all or any portion of Tenant's Work damaged or destroyed by any casualty occurring during Tenant's Construction Period shall be commenced by Tenant as soon as possible after such casualty! provided that if all or any portion of Landlord's #ork is also damaged or destroyed by such casualty, Landlord shall notify Tenant when repairs or reconstruction of Landlord's #ork is substantially completed and, within fifteen (15) days after receipt of such notice Tenant shall diligently pursue such repair and/or construction to completion. 4. Insurance Provisions. All policies of insurance, except Workman's Compensation required to be carried by the provisions of Section K.2, shall contain the following endorsements in substantially the following form= -'Notwithstanding anything to the contrary, it is agreed that CAMP [IILL $1iOPPING CENTER ASSOClATES, as Landlord, KRAVITZ PROPERTIES, INC., as Landlord's Agent and Landlord's general contractor (name to be supplied to Tenant), are hereby added as additional lnsureds, It is understood and agreed that the insurance afforded by this policy or policies for more than one named insured shall not operate to increase the companies' liability, but otherwise shall not operate to limit or void the coverage of any one named insured as respects claims against the same named insured by any other named insured or the employees of such named insured. No cancellation or reduction of this policy shall be effective unless written notice is 9ives by registered or certified mail, return receipt requested, to the Landlord with a copy to Agent, stating when such cancellation or reduction in coverage shall be effective, (which, in no event shall be less than twenty (20) days thereafter).' True copies of each such policy or certificates of insurance evidencing the same and containing such endorsements shall be delivered to Landlord prior to the commencement of Tenant's Work and shall thereafter be replaced in the event of the expiration, lapse or cancellation of any such'policy. Hiscellaneous and General Requirements. 1. Governmental Regulations. All of Tenant's Work shall be done in accordance with the Tenant's Final Plans, the current requirements of all applicable lawsw ordinances, regulations, codes and other requirements of 9overnmental authorities, with the regulations of Landlord's fire underwriter and Landlord's. Design Criteria. At any time and B-? · from time to time during the perf6rmsnce of Tenant's work, Landlbrd, Agent, Landlord's architect and/or Landlord's general contractor may enter upon the demised premises and inspect the work being performed by Tenant and take such steps as they may deem necessary or desirable to assure the proper performance by Tenant of Tenant's work and/or for the protection of the Building and/or any premises adjacent to the demised premises. In addition, Tenant's'Work shall be performed in a thoroughly first-class and workmanlike manner, shall incorporate only new materials and shall be in good and usable condition at the date of completion. 2. Landlord's Consents Interpreted. Any approval or consent by Landlord or any or all of Tenant's criteria, systems, plans, or drawings shall neither constitute an assumption of responsibility by Landlord £or any aspect of such criteria, systems, plans or drawings including, but not limited to, their accuracy o£ effioienoy nor obligate Landlord in any manner with respect to Tenant's Work and Tenant shall be eolely responsible for any deficiency in any design or construction of all portions of Tenant's Work for which Tenant .is responsible. 3. Permits and Fees. Tenant shall obtain and pay for all necessary permits and shall pay all other fees required by public authorities or utility companies with respect to Tenant's Work, except that Landlord may elect to obtain the building permits for Tenant's Work, in which event Tenant shall pay the coat of such permit or, at Landlord's option, Landlord may deduct such cost from "Tenant"a Allowance" (as defined in Article IV hereof). 4. Temporary'Storage Areas. No contractor or subcontractor participating in Tenant's Work may use any space within the Shopping Center for storage, handling and moving of materials and equipment and/or for the looation of a field office or facilities for the employees of such contractor and subcontractor without obtaining Landlord's prior written approval for each such use. If any contractor and/or subcontractor shall use any space in the Shopping Center for any or all of the aforesaid enumerated purposes or any other similar purpose without obtaining Landlord's written approval therefor, Landlord shall have the right to terminate s~ch use and remove all of such oontractor's or aubcontractorls material, equipment and other property from such space, without Landlord being liable to Tenant and/or to such cont£actor or subcontractor and the cost of suoh termination and/or remova~ shall be paid by Tenant to Landlord or Landlord, at its option, may deduct such coat from Tenant's Allowance. 5. Temporary Store ~ronts. Temporary enclosure barricades and temporary signs shall be construoted and finished by Tenant in accordance with ~andlord's Design C£ite£ia. ]f Tenant's sto£e will not be open for business ,ith the publio by the date the Shopping Center ia first so opene~ and Tenant has not installed a temporary store front as reguire~ by Lan~lord~ ~andlord.shall install it at a cost to Tenant of $50.0~ a lineal foot. 6. protection of #ork. ~t sha~l be ?enant'a responsibility to cause each of Tenant's contractors and subcontractors to maintain continuous proteotion of adjacent property and improvements against damage b~ reason of the performance of Tenant's #ork. Each contractor and 'subcontractor shall properly protect Tenant's Wbrk with lights, guard' rails and barricades and shall secure all parts Tenant's work against accident, storm and any other hazared. ?. Interference with Others. Tenant's Work shall be coordinated with all work being performed or to be performed by Landlord and other occupants of tbeShopping Center to the end that Tenant's Work will not interfere with or delay the completion of the Building or any other construction.within the Shopping Center, and each such contractor and subcontractor shall comply with all procedures and regulations prescribed by Landlord or its agents {including, but not limited to, Agent) for integration of Tenant's Work with that to be performed in connection with the construction of the Shoppinq Center. 8o Contractors. To the end that there shall be no labor dispute which would interfere with the construction, completion or operation of the Shopping Center, or say part thereof including, but not limited to, the demised premises, Tenant agrees to engage the services of only such contractors or subcontractors [for both Tenant's Work and any other work which Tenant doest whether or not such work is permitted or required pursuant to the Lease) as will work in harmony and without causing any labor dispute with each other, with Landlord's contractors and subcontractors and with the contractors and subcontractors of all others working in or upon the Shopping Center or any part thereof, and Tenant shall employ and shall require its ~ontractors and subcontractors to employ only such labor as will work in harmony and without causing any labor dispute with all other labor then working in the Shopping Center or any part thereof including, but not limited to, the demised premises. Furthermore, only those contractors and subcontractors as have been duly licensed by the authority having jurisdiction over the appropriate profession and which have been approved in writing by Landlord (which approval will not be unreasonably withheld) may perform any work (including, but not limited to, Tenant's Work) for Tenant 'in or upon the demised premises. Tenant~ before entering on the demised premises to ~o~?n~e Te.a.t s Work, to give Landlor proo satisfacto a lord of Tenant's financial ability to complete and fJ~.y Tenant s Work prior to the commencement date.~E~n lieu thereof, either to furnish to Landlor~ a ~n an amount satisfactory to Landlord written by a ~ety company ac~e~table . to Landlord guaranteeing the compl~t~~nant's Work free of any l~ens, or to deposit in ~w with Landlord (,ithout the obligation o~ ~andlord to ~ lnter~ thereon) the ' d~s/~ sha~ be =ade~ ~~ty =o=p~e~ion o~ ~e~an~'s ~otk in a=~he ptovis~ns o~ ~his B and ~he su~~~ bi~ ~he;ewl~, hav~ s~eas~ from escto~~ ~ion, ~th as to the exte,t ~tfons of ~grow.deposit mab al=eh and/o= ~uppl~e=~ bo pay b~lls as ~enan~B Nork 10. Guazantee.. gach =on~gacboz and park~c~pat~n9 ~n ~enanb~a Hozk Eot ~h~ch such eonbraobor or subcon~racko[ ~s respons~ble~ shall guaranbee or ~arranC ~n B-9 writing, in the manner hereinafter set forth, that such portion will be free from any defects in workmanship and materials for the period of time of one (1) year after the demised premises first opens for business with the public. All such guarantees or warranties (collectively referred, to as ~guarantees') shall be contained in the contracts and subcontracts for the performance of'Tenant's #ork, shall include the obligation to ~ repair and replace in a first-class and workmanlike manner, and without any additional charge, all of Tenant's Work done or furnished by the contractor or subcontractor, his employees or agents, which shall be or become defective within such one (1) year period, and shall be written so as to inure to the benefit of Landlord and Tenant as their respective interests may appear and so as to be directly enforceable by either Landlord or Tenant. Ail such guarantees shall also include the agreement by the contractor or subcontractor to pay all expense and damages incident to the removal, replacement or repair of any Other part of Tenant's Work which may be damaged or disturbed thereby. 11. Temporary Utility Services.' Temp6rary utility services during construction including light and power shall, if available, be obtained by Tenant at Tenant's expense, from the Landlord or, at Landlord's option, Agent or Landlord's general contractor at monthly cost of ($.06) cents per square foot of floor area of the demised premises, commencing with the earlier of the date Tenant is obligated to commence construction in accordance with Section 4.02 of this Lease or the date actual construction commences, and ending with the date as established in the Lease~fo£ the commencement of the Utility Charge for Tenant's electricity. Landlord shall provide a connection for temporary electric service at a cost to Tenant of $200.00. Tenant may use Landlord's equipment and piping for other utilities at a cost equal to the cost of energy consumedl provided, however, Tenant shall clean and restore the same to its original proper order and operating condition. 12. Oiscipline. Tenant s6all enforce strict discipline and good order among the employees of Tenant's contractors. 13. Cleanup. Tenant shall maintain the demised premises in a olean and orderly condition during construction. Tenant shall promptly remove ell unused ~onstruction materials, equipment shipping containersv packaging, debris and waste from the building site, and deposit it in receptacles provided by Landlord. Tenant shall contain all Construction materials, equipment, fixtures, merchandise, shipping containers and debris within the demised premises. Malls, courts, arcades, public corridors, service corridors, service corridors and the exterio£ of the Building shall be clear of Tenant's equipment, merchandise, refuse, and debris at all times. Trash storage within the demised premises shall be confined to covered metal containers. Tenant shall pay Landlord or, et Landlord's option, Agent the sum of ten cents ($.10) per square foot of floor area of the demised premises for the removal from the Shopping Center by Landlord of trash and debris generated by Tenant or Tenant's contractors and subcontractors during Tenant's Const£uction Period, if Landlord elects to supply much service. If Landlord does not so elect, the same shall be the responsibility of Tenant. 14. Payment of Charges. Tenant shall pay Landlord, as additional rent, all fees and other charges and/or payments B-10 for w~ich Tenant is obligated pursuant to this Exhibit including, but not limited to, the sprinkler bulk main charge, the rooE penetration charge, the trash removal charge and the electric charge, within ten (10) days a~eer written demand there[o[ is made by bandlo~d. I[ payment is not made within such period then Landlord may offset all such sums against Tenant's Allowance. III. CONSTRUCTION PROCEDURES. &o Landlord's Design Criteria. Rfter the execution of the Lease, Landlord's architect will deliver to Tenant one (1) scale drawing of the floor plan of the demised premises (the Landlord's 'Floor Plan') indicating, inter alia, demising partitions, general construction~--~-o-[u~n-~-~ocations, VRV terminal~ sanitary outlet, demestic water location and sprinkler bulk main~ and one copy of Landlord's design criteria package which shall include Landlord's criteria for design of the demised premises, preliminary plans, HV~C plans and criteria, eleutrical plans and such other plans, criteria, dra~ings and information as Landlord or Landlord's architect deems necessary or appropriate. ~11 o~ the items included within such design criteria package are herein collectively referred to as 'Landlord's Design Criteria'. B. Tenant's Preliminary Plans. Within twenty (20) days after receipt by Tenant of the above, Tenant shall sub, it for Landlord's approval in sepia form, complete store front design plans, a Sign plan, a merchandising layout plan, Tenant's estimated heating/cooling load calculations, HV~C drawings, plumbing drawings and sprinkler dra~ings, all or which shall be in accordance with the criteria set forth in Bandlord's Floor Plan and Landlord's Design Criteria and all of which are collectively referred to as 'Tenant's Preliminary Plans'. Co ~andlord'a Review. 1. Landlord will review and return to Tenant Tenant's Prelimtnar~ Plans either marked approved, marked to show the corrections required (in which event such marked-up Preliminary Plans shall be deemed approved, as marked up) or give Tenant written notice of disapproval of Tenan2's Preliminary Plans together ~ith the reasons therefor. In the event Landlord gives Tenant notice of disapproval together with-the reasons therefor, Tenant shall have twent~ (20) days fro~ the date such notice of disapproval b~ Landlord to sub, it revised Tenant's Preliminar~ Plans sub, mci'to subsequent markups and/or disapprovals and corrections in the manner set forth above! pcov[ded~ ho~ever, if'Tenant's Preliminary'Plans do not meet Landlord's approval after.the Second submission, Landlord, at its option to be exercised by written notice to Tenant, may terminate this Lease, which te£mination shall be effective as of the date set forth in such written notice. R. Tenant's estimated heating-cooling load shall be subject to Landlord's approval and in the event Landlord shall disapprove the same, Tenant shall revise the same until such estimated heating-cooling load is approved b~ Landlord. Tenant shall not change its estimated heating-cooling load once the same has been approved b~ Landlord. B-Il 3. The information contained in Tenant's electrical load data form shall be subject to Landlord's approval, and Tenant shall revise the same until the same is approved by Landlord. When Landlord has approved such information, Landlord shall supply to Tenant the additional information set forth in the electrical load data portion of Landlord's Design Criteria. Based upon such additional information, Tenant shall prepare its electricalplans for the demised premises. After receipt by Tenant of the additional information set forth in the electrical load data portion of Landlord's Design criteria, Tenant may not thereafter modify its electrical load data unless Landlord has consented to such modification. Any costa associated with such ~onsented ko modifications shall be borne by Tenant. 4. It is agreed that Tenant is responsible for satisfying Tenant's requirements for the demised premises. Landlord's review is only to determine conformity with Landlord's Design Criteria and systems. Tenant is responsible for design and code compliance, construction and installation. Landlord is not to unreasonably delay or deny approval 6f Tenant's plans if such D. Tenant's Working Drawings. plans have been approved by Crabtree & Evelyn. Ltd. Within sixty (60) days from the date of receipt by Tenant of Landlord's Floor Plan and Landlord's Design Criteria, regardless of whethe~ the Tenant's Preliminary Plans have been submitted, Tenant shall submit, to the Landlord's architect for approval three (3) sets and a sepia of complete working construction drawings and specifications for Tenant's Work including architectural, plumbing, electrical, sprinkler, heating, ventilating and air-conditioning, and mechanical drawings for all Tenant's Work in accordance with Landlord's Floor Plan, Landlord's Design Criteria, Landlord's HVAC Plan electrical load data supplied Tenant by Landlord and approved Tenant's Preliminary Plans, if any. Upon receipt of such working drawings Landlord shall have the same rights of approval, markup and disapproval and Tenant shall have the same obligations as to resubmission as are set-forth with regard to Preliminary Plans. E. Tenant's Final Plans. The total of all approved Tenant's Preliminary Plans and approved Tenant's working drawings and specifications (whether such approval be affirmative either initially or after resubmiasion by Landlord's markup) are collectively referred to herein as 'Tenant's Final Plans'. F. Preparation of Tenant's Plans. All of Tenant's Preliminary Plans, specifications and working drawings shall be prepared by a registered architect or engineer noraally engaged in the business of providing such services and employed by Tenant at its expense. If required by local or state code, these d~awings shall bear the seal of an aFchitect or engineer registered to practice in.the Jurisdiction, in order Lo obtain ~eguired permits. Tenant shall not subuit plans and specifications which have been prepared by contractorsw subcontractors cE suppliers, since such plans will not be accepted by Landlord. O. Failure to Hake subuiSsions and Improper Submissions. If Tenant fails or omits to make timely submission or resubmiasions to Landlord of Tenant's Preliminary Plans or any B-12 specifications or any working drawings within the requited time periods ct fails to or delays in submitting or supplying information or in giving authorizations or in performing ct completing Tenant's Work or in any manner delays or interferes with the performance of Landlord's Work, Landlord, in addition to any other right or remedy it may have under this Lease, at law or in equity, may pursue any one or more of the ~ollowing- remedies= 1. Landlord may give Tenant at least ten [10{ days' written notice that ii a specified failure, omission or delay is not cured by the date therein stated, this Lease shall be deemed cancelled and terminate6. If such notice shall be complied with, this Lease shall, on the date stated in such notice, be cancelled and terminated without prejudice to Landlord's other rights and remedies hereunder; and 2. After w£itten notice of its intention to do so, Landlord may, at Tenant's cost and expense including, without limitation, expense for such overtime as Landlord may deem necessary, proceed with the completion of any such Preliminary Plans and/or working drawings and/or Tenant's Hork, as the case may be, and such performance by Landlord shall have the same effect hereunder as if the desired plans, specifications, information, approval, authorization, work or other action by Tenant had been done (but not paid for) as herein required; and 3. Landlord may require Tenant to pay to Landlord, as additional rent hereunder, the cost to Landlord of completing the demised premises in accordance With the terms of this Lease over and above what would have been such cost had there been no such failure, omission or delay; and 4. In exercising any or all of the foregoing remedies set forth in Section O.l, 1, 3 and 4 of this Article III, Landlord shall be entitled-to retain and have recourse to any bond or escrow deposit provided by Tenant. If any Tenant submission is rejected because of failure of Tenant to reasonably conform to Landlord's Design C~iteria, Tenant shall pay upon demand the costs of additional reviews by Landlord's architects and engineers. Completion of Tenant's Work. Tenant shall complete Tenant's Work as quickly as possible, but in no event later than the rental commencement date. Occupancy Permit. Tenant shall secure an occupancy permit from that authority which has Jurisdiction over the premises in sufficient time to permit Tenant to open the premises at the rental comencement date. Completion Date. See Lease Section 302. Liens. B-13 Prior to commencing any of ~enant'S Work, Tenant sh~ll file or cause its contractor to file in the appropriate office a waiver of mechanic!s lien bindin9 upon such contractor and all subcontractors and materialmen and shall thereafter pay all contractors and materialmen so as to minimize the possibility of a lien attaching to the demised premises or the Shopping Center in connection with Tenant'S Work. If a mechanic's lien is filed against the demised premises or the Shopping Center, in.connection with Tenant's Work, Tenant agrees to bond against or dischar9e such lien within ten [10) days after written request by Landlord. If Tenant shall fail to cause such lien to be bonded against or discharged within the time aforesaid, thenw in addition to any other right or remedy'which Landlord may have under this Lease, at law or iR equity, Landlord may (but shall not be obligated to) from and to the extent of any esc£ow deposit therbtofore deposited by Tenant with Landlord and/or from and to the.extent of the amount which would otherwise be due from Tenant as Tenant's Allowance and/or from any other source, discharge the same either by paying the amount claimed to be due or'by procuring the discharge of such lien by deposit or bonding proceedings, and, in any such event, Landlord shall be entitled, ii Landlord so electS, to compel the p~osecution of any action for the foreclosure of such lien by the lienor with interest, costs and expenses. In the event that Landlord elects to make any or all such payments from and to the extent of funds other than the aforesaid escrow deposit or Tenant's Allowancet Tenant shall reimburse Landlord, as additional rent, upon demand, to the extent of such sums and all costs and expense incurred by Landlord in connection with the removal of any such lien together with interest thereon at the highest rate permitted by law, but in no event higher than ten percent (10t) per annum from the respective dates of Landlord making of the payment and incurring of the cost and expense. In addition, Landlo~dw at its option, may treat TenantUs failure to comply with the foregoing as an event of default. iherein Notwithatandin8 anythln& containedlto the contrary all references of "Tenant's Work'* stated herein shall be performed by Landlord pursuant to Tenant's plans which are to be mutually approved by Landlord and Tenant, B-14 IV. TENANTtS ALLOWANCE. Landlord'shall reimburse Tenant on account oE the cost Tenant's Ho[kf in the amount and manner he£elnafter providedf the amount or such reimbursement being referred to.herein as -Tenantts &llowance". Landlo/d shall set off against ?enant~s ~llowance~ all costst charges~ fees and other sums which Tenant is obligated to pay pursuant to the Lease and this Exhibit "B" (including those referred to in Section III.;o of th~s ;xhibit "B") which have not been paid to Landlord or Agentt as the case m~y be~ at the time .Tenant's Allowance, ~, ~mount of ~llowance. Tenantts &llowance shall be the lesser o~ $ 90,000.00 or the actual cost of construction oE Tenant~s ~ork~ as evidenced by the lowest competitive bid or bids there[o;. Bo Payment of ~llowan~e, Provided Tenan~ is' not otherwise in default~ Landlord shall pay ?enant"s kllo~ance to ?enant'afket the completion ?enan~s Hotk ss certified by ?enant~s a£chtkect; sub~ect~ howevetf to Landlord"s verification that ?enant~s ~o;k has been compleke~ but in no event shall Tenantts allowance'be paid to Tenant prior to the Tenant having furnished to Zandlo£d~ in ~orm and substance acceptable to LandZord~ all of the following= I. Tenant"s affidavit that ?enant~s ~o£k has been completed to ?enant~s satisfaction and in comple'ke accordance~ with ~He Tenant's Final Plans and ?enant~s construction requiremen~s and certifying ko Landlord the amount oE the lowest competitive bid or bids for Tenant's ~ork~ which a~fidavit may be relied upon by Landlord and any deliberate or negligent misstatement o£ false s~akement by ~enant therein may be treated by Landlord as an event of de[aUlto 2o The affidavit of kbs general contractor performing Tenant's ~ork has been fully completed in accordance with the Tenant's Final Plans and that all subcontractors, laborers and makerialmen engaged in or supplying materials fo£ Tenant's ~ork have been paid in 3. kn executed and acknowledged Release of Hechanic"s Liens with respect to the demised premises executed by ?enant~s general contractor and by ever~ subcontractor and supplier of labo£ and/or materials'engaged in ?enant~s ~ork. 4. Properly issued certificates evidencing acceptance or approval of the demised premises by appropriate 9overnmental autborities~ including the underwriter~s approval certificate .for the electrical work done by Tenant° 5. Notice by Tenant to Landlord that Tenant has opened the demised premises rot business with the public~ and settin9 forth the date on which such opening occurred. 6. ~ set or "as-buiCk" plans an~ specifications [or ?enank's ~ork~ together with names and addresses oE Tens~ Tenant's eleckricalf plumbing~ and ItVAC contrackorst prepared and sealed by Tenant's architect, ?o ~ny other stakements~ certificates ot agreements requested pursuant ko ~he Lease. B-15. SIGN REGULATIONS AND SPECIFICATIONS EXHIBIT "C' The purpose of these regulations is to e~courage and develop creative and diversified signing for Tenant stores in compliance with the following criteria which shall in any even~ be limited by the provisions of Section 1501 and Exhibit B of the Lease Agreement. a. wording of the signs shall be limited to Tenant's permitted store or trade name. Tenant,s customary signature or lo9o, hallmark, insignia~ or other trade identification will be permitted only if in conformity with these sign regulations. b. Signs shall consist of individual letters. Signs of the ~lashing~ blinking or animated type are not permitted. BOX type signs, when built into and'an integr .... ~ of the store front design may be submitted for cons! c. The size of ell signs shall'be ~ .1 be in scale and harmony with the Shopping Col lettering on Tenant's sign shall not exceed limitations% (i) Height - 16" for letters :ion of the initial capital letters, if used, wh depth - 1" minimum, 4# maxiumum. (ii) Area - No lettering shall be ~-- ithin two (2) feet of any adjacent store or corridor, nor shall any sign occupy more than seventy (70%) percent of. the store ~rontage on the mall. The location of the lettering within the permitted sign area shall be such as to present an orderly appearance of all of the signs of all the Tenants in the mall, taken as a composite or panorama o~ signs. d. Printed signs on storefronts.or show windows are prohibited with the exception of small-scale signs which are neatly lettered on the glass of the Storefront or logos on door handles. e. subject to compliance with all applicable code requirements, public safety decals or art work on glass in minimum sizes may be used. f. Paper signs, stickers, banners'or flags may not be used by Tenant. g. An exterior si9n (one located on the outside of Tenant's real wall) shall be permitted only in the case o~ those tenants authorized by Landlord to have e direct rear customer entrance from the parking area, and aha11 be subject to ~andlord~s sole discretion as to design, size and location. h. No exposed raceways, ballast boxes or electrical transformers will be permitted. i. Sign company names or stamps shall be concealed {applicable ordinances and codes permitting}. j. No exposed si9n illumination and no flood lighting of signs o~ storefronts shall be permitted. C-1 '. k. No permanent or temporary window signs fastened to the interior or exterior o~ the show windows shall be permitted except for signature or identification signs lettered or affixed directly on the glass. 1. No more than one store sign may be installed on each store frontage in which one or more customer entrances are located. If the leased ~remises is a 'corner' store even though a customer entrance is not located on each frontage, two stOre signs may be installed one on each store, frontage o[ the leased premises. m. All sign letters and sign boxes must be internally illuminated, with the exception of exposed decorative lighting which shall be in white only. Haximum brightness allowed for interior signs which front on the enclosed mall, if any, will be 100 foot lamberts taken at the letter face. n. No portion of any algn~ahall project more than beyond the storefront. o. Signs and identifying marks shall be placed entirely within the boundaries of the demised premises with no part higher than the neutral curtain wall space above the store front (or neutral band above, if any). p. Signs for kiosks, promotional displays or for shows will in every instance require the written approval of the Landlord. q. Tenant shall comply with the requirements of all applicable codes, and/or local ordinances and obtain local government approval when required by code. All permits shall be obtained by the tenant's own sign contractor at Tenant's own cost and expense. r. All signs must be 'Underwriters Approved'. s. No wood blocking or flammable construction material is to be used in the attachment of any sign material above the store front. t. Interior projecting signs or graphic identification which front on the mall shall not be greater than 2'6# x 2'6~! interior illuminated cube modules which front on the mall shall not be greater than 2'6' x Tenant shall submit drawings for Tenant's signs and other methods of identification in accordance with the provisions of Exhibit 'B'. Notwithstanding the fact that such signs and other methods of identification are in compliance with the foregoing criteria, no such s~gn or other method of ldentifioation shall be lnstalle~ by Tenant without Landlord's prior written approval of .their size, type, location, quality and aesthetic properties. C-2 EXHIBIT CONDITIONED AIR CHARGE RATE ADJUSTMENT SCHEDULE The following ia the 'Conditioned Air Char9e Rate Adjustment schedule' £ete£red to in Article XI si the Lease. Except as otherwise pzovided, all terms herein shall have the same meaning es in the Lease. The Tenant's annual "Conditioned Air Charge" shall be the sum of the capital facilities charge, the electric energy usage charge, the maintenance charge, and the make-up air charge. (a) The cubic feet per minute {CFM) of conditioned air for the Tenant's demised premises shall be determined in accordance vith procedures described in ~he Dastgn referred to in Rxhibit "B~" ha£einafter called the "Tenant CFM." (b) The Tenant's annual capital facilities charge shall be equal to $1.00 par "Tenant CF~" of conditioned air for the demised premises, [c! The Tenant's annual electric ene£9~ charge for conditioned air. ~} Included aa part of Common Area charges, each Tenant ~lll be allo~ed a maximum of one (l} CFM of conditioned ai~ per sq. ft. of his demised premises at no additional eleotric energy charge. {2) The annual elec~£ic energy cha~ge ~or ~he "Tenants CFM" shall be equal to 14 ~I~ per "Tenant CFM" in excess of one [~! CFM per sq. ft. of Tenant's demised premises multiplied by the Landlord's ~m cost. ~) ~he Landlord's ~ cos~.she~l be ~he Landlord's total electric energy cos~ ~or ~he Shopping Center divided by the total ~#H purchased. (d) The Tenant's annual maintenance charge for conditioned air. (1) The Tenant's annual conditioned air charge for maintenanoe shall be equal to "Tenants multiplied by the Landlo£d~s maintenance coat per CFM of conditioned air. ~2) The Landlord's maintenance coat per CFM of conditioned air ihall be ~he Landlord's total coat to maintain the Tenant air conditioning s~atems divided by the sum of all "Tenant (e) The Tenant's annual make-up a~r charge. D-1 {1) Make-up air is that at: which is exhausted by Tenant because of code tequirements.ot because the air ts contaminated by o¢1or cE temperature caused by Tenant's ope:ations and cannot be returned to the system. Such ope£attons lncludef but are not limited to, restaurants, beauty salons, pet shops, fast food, ' {2) The quantity of make-up air £equi£ed by Tenant, he£einafter called "Tenant M~ CFM~" shall be determine4 in accordance with procedures described in applicable sections of the Design Criteria. {3) ~he Tenantes annual eleotric energy make-up air chargs shall be equal to 15 K~H per "Tenant MA CFM' eultiplied by the ~andlordfs INS cost. 0-2 CHARGE RATE SAMPLE. SN4PI~ STORE (See 'H-I') = SPAC~ - 00 ~HANT AIR CORD. = 2,800 C~ ' LEASED AREA ' 2,500 Sq. Ft. TENANT M~KE-UP AIR ' 3,500 CFM COST/Y~ COST/MO A. CAPITAL FACILITIES CI~RGE ~8oo c~ st $1.00/CFM . $2,000.00 $233.33 $1.12 ELECTRIC ENERGY CHARGE (Assumed LL Cost 6 cenbs/K~l ) Excess C1q4-2800 CFH-2500 CFM - 300 CFM 300 CFM x 14 KWH/CFM x $0.06/KWH= 252.00 21.00 0.10 _M~IRTgRANCg CHARGE (L~ Annual Cosb=$58,000) ~ c~ 33 ce.ts/CF~/YR 180,000 2800 CPM at 33 cen~s/CFM/YR TOTALS = .924.0p 77.00 0.37 = $3,976.00 $331.33 $ 1.59 De HAKE-UP AIR CHARGE 3500 CFM x 15 KWR/CFHx$0.06/KNtl TOTALS 3r150.00 262.50 $7,126.00 $593.83 Conditione~ Air = $1.59/SF/YR Hake-Up Att ' ~ TOTA~ - $2.85/SF/~R 1.26 $ 2.65 D-3 COOLING LOAD TABULATION DATA - "M-i" TEHANT NAME ~ TOTAL LEASED .A~ SAMPLE STOI~E SPACE NO.~ 00 21500 AIR CONDITIONED AREA~ 21500 SF . lOAD DESCRIPTION5 CEILING ~ X (90° - 75°) X 0.08 WALL 560 X ~ST z 0.24 PEOPLE 33 x 31S BTU/PERSON-SENS SENSIBLE LOAD BTUH: I 3~ooo 2f420 105395 3.41 x 1.20 LIGHTING~ FLUORESCENT LIGHTING INCANDESCENT LIGHTS 15050. X 3,41 = 31580 ( wATTS ) PO#ER lr246 x 3.41 ~ 4~250 (WATTS) MISCELLANEOUS 3~115. X 3.41 . 10.625 ( WATTS ) MISCELLANEOUS EQUIPMENT ' ' - TOTAL SPACE - SENSIBLE lOAD' 26f210 TENANTS CALCULATED SUPPLY AIR 0UAHTITY (SA0) - 60~400 w 2~800 1.08 (75-55) HAEE-UP AIR RBOUIRED 3r500 T1 s SUPPLY AIR TEMP.! T2 n RBTURH AIR TEMP. T1 - T2 = 20°F CFM CFM D-4 S~xper'~ence Adjustment of Conditioned Air Service Charqe Landlord reserves the right to adjust (either upwards or downwards) Tensntis Initial Annual Conditioned Air Charge from time to time~ by the issuance of an.adjustment reflectin9 the accumulated experience of the Landlord~s engineer from the operation of the system producing Conditioned Air. Such adjustment shall be reasonable and subject to arbitration~ if not acceptable to Tenant. Arbitration, ii requested~ shall be held in Philedelphis~ Penns¥1vania~ and carried out in accordance with the Commercial Arbitration Rules of the P~erican Arbitration &ssociation in e[£ect at the.time when the arbitration procedure commenced tncluding~ but not limited those rules regardin9 the selection o~ arbitrators, The award rendered in such arbitration shall be bindin9 on LandlOrd and Tenant and Judgment upon the award may be entered by any court havin~ Jurisdiction thereof. Ii the l~erican ~rbitration Association is not in existence at the time the arbitration procedure coauaences~ the provisions of the Uniform Arbitration Act~ as adopted by the Comm°nwealtb of P~nnsylvania~ shall apply. EXHIBIT ELECTRICITY COttPONENT The Electricity Component shall be the monthly sum equal tOt [1) the kilowatt-hour (KWE) charge, and (2} the capital facilities charge. · he monthly KHII charge shall be calculated as (a) follows (b) Tenant's main fuse size in Amperes x 'H' x 0.831 (to convert to IO~) x hours of operation per month x Landlord's kilowatt-hour cost. The multiplier 'N' is Landlord's ~udgment of the extent of utilization of full capacity and shall be equal to the followingt Fast Food Tenantl M B .5 Sit Dovn Restaurant Tenantt H - .5 Pet Shop Tenantl H - .8 &ll other Tenantsz H - .7 The monthly capital facilities cba£ge shall be based upon the Tenant's main fuse size and shall be in accordance with the folloving schedulel Fast Food Tenant~ $3.TS/~4.pere (all electric) Fast Food Tenant: SS.SO/Ampere (gas cooking) Sit Down Restaurant Tenant='$4.S0/Ampere (all electric) Sit Down Restaurant Tenantz $4.00/Ampere (gas cooking) Pet 8hop Tenantst All other Tenantsz 20 and 30 amps 40 and 50 amps 60 amps and above $4.00/Ampere $5~50/Ampere $4.50/Ampere $3.00/Ampere (c) The "Landiotd's Kilowatt Hou£ Cost" for each month (d) during the Lease Term shall be the sum derived by dividln9 into Landlord's Electrical Cost for such month the number of kilowatt hours used by Landlord during such month as such hours are set forth on all bills to Landlord included in Landlord*s Electrical 'Landlord's Electrical Cost#'ahall be the total cost to Landlord for electricity used in connection with the ope£ation of the Shopping Center, including, without limitationw the cost for electricity consumed in the LandlordOa Prope£ty and all buildings and improvements thereon and all common areas, including the lighting, heating, ventilating and air-conditioning thereof. E-1 SURETYSHIP AGREEt4ENT In consideration.pr the executio9 ~Y Landlord of the within Lease dated the]~~ day of ~~. _, ~? ~- ~_~ between C~tNP~.~ILL SHOPPING CBNTSR ASSOCI&TBg as b~na~ota anu ~t.~.~ ~ aS Tenant, ~especting certain s~ore p[em~s~-in C~p ~ill Shopping Cen2ert Camp Sill, Pennsylvania~ the undersigned, (he~eina~ke~ ~e[e~ to as 'Surety') intending to ~ legally ~und hereby, hereby becomes surety the p~ompt a~ faithful ~r~o~mance by Tenant cE the ~ithin Benes and all the te~mgt ~venantm and ~ndl~lons thereof including, but nok limited to,.the pa~ent by Tenant of the reflkal and all othe~ sums to ~me due thereundez. Surety agrees hhat (1) this obligation shall be bin~ing u~n Su~e~y without any further ~tice o~ acceptance he,eof, bu2 the same shall be deemed to have been acce~ted by the execution cE the within Lease, (2) i~edtately u~n each and ever~ default by Tenant, witbou~ any notice to o~ demand u~n Surety, Surety will pay to ~andlo~d-the sum o~ sums in de~aul~ and will comply with o~ per[o~m all th~ covenants and ~nditions of said Lease which shall be binding upon the said Tenant as p~ovided in said ~easet (3) no extension, fo~a~ance o~ leniency extended by landlord to the said tenant shall dLscharge Surety and Surety agrees at all times it will be liable notwithstanding same and not~ithstanding the ~act that Suret~ has had no notice o~any said de[aulk or o~ an~ said forbearance o~ extension, (4) Landlord and Tenant without nokice to o~ consent bv Suretv mav at' any time or times en~e~ into such modifications, extensions, amendments o~ o~he~ covenants ~especting the said Lease and that Surety shall not ~ ~eleased thereby~ it being intended that any Joinder~ waive~ ~nsenk or agreement by Tenant bv its own o~rakiont shall be deemed to ~ a Joindert consefl~t ~aive~ or agreement by Su~et~ with ~espect thereto and that Surety shall continue as Suretv with respect to the said Lease as so modl[ieff~ exkended, amended or o~her~ise a[fectedl (5) neither the Su~ety's obligation to make pa~ent In accordance ~ith the terms o~ this agreement no~ any remedy for the enEorcemenk thereof shall be impal~ed~ m~ified~ changed~ ~eleased o~ limited in any manner whaksoeve~ b~ any lmpai~mgn~, mo~i[ication~ change, release o~ limitation o~ ~he liability the tenant o~ lks es,aka in bank~upkcy o~ of any remedy [o~ the enforcement thereof, resulting f~om the o~ra~ion of any presen~ or future p~ovision cE the National 8ankruptc~ hct or other statute, or ~r~ the decision of any court. Sureky further agrees to be ~und bv each an~ every covenant, obligation, ~we~ and authorization, without limitation, In the said Lease~ and w~th the same force and effect as if it were designated in and had executed said Sense as Tenant thereunder. The unde~signed,'~oin~ly and severally hereby authorize a~ em~e~ any prothonotary o~ attorney of any Cou~t of Record of Pennsylvania, or els~bere~ to appea~ Eot and sign Eot the undersign~ an agre~ent fo~ entering in anv competent court au amicable action o~ actions fo~ the recovery of any or sums of ~ney which may ~ due or become due hereunder, and In said ~lcable ac2ion o~ actions ~o ~nfess ~udgmenk the unde~signed for said sum o~ e~st as of any term, with eithou~ declaration filed, and with attornev~s Ewes, lnkeres~ an~ costs togethe~ wikh an attorneyes c~lssion o[ [lye per~enL ~he~eoE. 8at~ autho~iky shall nok b~ exhaus2ed by one exercise the~eoE~ but ~udgmenk may be confessed as aEo~esaid f£om ~ime to time end es often as any seLd sum or sums become due hereunder, and such powers may be exercised as well after the expiration of the original term during any extension or renewal of the within Lease. In any such amicable action, Landlord shall first cause to be £1~ed in such action an affidavit made by it or someone noting for it setting forth the facts necessary to authorize the entry of Judgmentw of which facts ouch Affidavit shall be conclusive evidencew and if a true copy of this Suretyship Agreemnt be filed in such notion, it shall not be necessary tO file the original as a warrant of attorneyt any rule of court, custom, or practic~ to the contrary notwithstanding. The undersigned expressly waives the benefits of law, now or hereafter enforced, exempting sny goods of other property from distraint, levy or sale in any legal proceedings taken by Landlord to enforce any rights under this Suretyship The undersigned further waives the right to delay Agreement. execution on any real estate that may be levied.upon to collect any amount which may he due under the terms and conditions of this Suretyship Agreement, end authorizes the prothonotary to enter a #tit of execution or other pro~ess upon the undersigned's voluntary waiver, sad further ngre~s that ~e said real estate may be sold on a Writ of Execution or orner pro,esa, If this Suretyship Agreement ia executed by two or more parties, it shall be the Joint and several obligation of all such pasties, and shall not be revoked ok impaired as to any by the death of all or any of such parties, or by the revocation or release of any obligations hereunder, by or against all or any of such other parties. IN #ZTH~.SS NHEREOF, the undersigned has caused this Suretyship--Aoreement to_.b~ duly executed this / ~rin~ or ~ name 520 G~E RO~ C~P HILL1 PA 17011 Address (Howe) (717) 761-7580 VICK~ E, ~RN~R ~int or type name 227 NORTH 27TH STREET CAHP HILL~ PA 17011 Address (~ome) (717) ?sl-l~71 Pr~nC o~ type name 227 ~OR'I'H 27TH. STREET Address (Home) (717) ~61-1971 RIDER TO LEASE BY AND BETWEEN CAMP HILL SHOppTNG CENTER ASSOCIATES AND In the Lease and this Rider the words Tenant and Lessee shall be used interchangeably and the words Landlord and Lessor shell be used lnterchangeably. Amendinq Article IIr Section 201A Landlord shall not, in exercising its rights'pursuant to this Section, create any adverse and unreasonable interference with access to or visibility of the Demised Premises from the covered mall upon which the front of the Demised Premises abuts, i~ being understood, however, that Tenant's sole and only remedy in the event of a breach of this provision By Landlord shall he to cancel and terminate this Lease. 3. Amendinq Article IVt Section 401 This Radius Restriction shall be null and void if: at any time during the Lease Term, the co-tenancy requirements, set forth in Rider ~4 amending Section 402, are not met or less than seventy-five (75%) percent of the Shopping Center Gross Leasable Area~not including GLA occupied by the two department store tenantswis occupied by rent-paying tenants, who are open for business; or Boscov's Department Store closes and does not reopen or is not replaced within twelve (12) months by e department store of comparable quality. 3. Landlord leases space in the Shopping Center to any of the following: (i) (ii) (iii) (iv) The Body Shop Caswell-Massey Bath & Body Works or any other retail store where primary product line consists of toiletry and cosmetics. 4. Amendtnq A~c£cle ZVr Sect£on 402 Anyth£ng to the contraL~ notwithstand£ng, Tenant shall not be required to be open for business unless at least two (2) Depar~nent Stores and eighty-f£ve percent (85%) of the other retail tenants in the Shopping Center are open for business dur£ng such hours (th£s requirement shall not to apply to religious bookstore end non-retail tenants i.e. service tenants l£ke a beauty shop and real estate sales office) or if'Tenant is prevented from doing so by fire, casualty or other causes beyond Tenant's control. Neither shall Tenant be requ£red to open for bus,ness £f inclement weather jeopard£zes the safety of Tenant or its employees. Notwithstand£ng the prov£sions of th£asubsect~on, Tenant shall have the r£ght to close the Demised Prem£ses on New Year's Day, Easter Sunday, ~uly 4th, Thanksg£v£ng, and Chris,mas. In addition, Tenant shall have the right to close the Demised Premises to make necessnr~ alterations and repa£re upon pr£or w~itten not£ce to Landlord for no more than two (2) t~nes ~n any one year and for up to two (2) days per year for the purposes of taking a physical inventory. 5. Amend~nq A~c£cle V~r Section 606 The follow~ng shall not be included in Gross Sales: A. Any sums collected on claims aga£nst transportat£on companies or carr£ers. B. The selling pr£ce of goods which are delivered in exchange for goods returned, if ~he~e was an even exchange, or the sell~ng price of goods returned without exchange. C. Any sales tax or $£m£1ar tax separately stated and ~nposed b~ any governmental authority on the sales of merchand£se. -2- Any sale or transfer of the ant£re, or a substant£al part thereof, of the stock of merchandise or business of the Tenant in or upon the Premises as a whole if to another corporate or firm successor of the business of the Tenant. Any money rece£ved from any insurance or indemn£t¥ company or comp&hies because of any loss, damage oF dest~-uct£on of oF to the me~ch&nd~se o£ the Tenant oF fixtures or equipment at the D~,ised Premises, or for bus£ness inter~uption. All sales of gift cer'cif£cates; prov£ded, however, that sales of merchand£se made st the Prem£ses and pa£d for by g£ft ce~ificates shall be included in G~osa S~les; gift ceL~lficates shall be included in Gross Sales when redeemed, £rrespective of where sold. All sales to employees upon which the employee's d£scount has been allowed, not to exceed two ~ercent (2%) of G~ss Sales £n any year. D£rect catalog sales made through Tenant's catalog d£v~s£on shall not be included £n Gross Sales~ however~ catalog orders taken at the Demised Pren~ses and paid or charged at or through the Prem£ees shall be £ncluded in Gross Sales. F£nance cha~Jes from outside Sources which cha~ges do not exceed · rate of f£ve percent (5%) and are not based on sa~es which exceed more than thl~y percent (30%) of Tenant's Gross Sales. Bad debts actually incurred, prov£ded they ~ere prev£ously included and repoL~ced £n Gross Sales but the total amount of bad debts which may be excluded in any lease Year shall not exceed one percent (1%) of all Gross Sales. Any bad debts subsequently collected shall be included £n Gross Sales when collected. K. Sales made to charities, as such word is defined under the In2ernal Revenue Code, at a discount, not to exceed two percent (2%) of Gross Sales during any Rental year. In computing the amount of Gross Sales upon which Percentage Rent shall be based there shall be deducted therefrom all re£unds, discounts, allowances or other adjustments given or allowed to any purchaser or purchasers in respect to any sales or sales. S. Amendinq Article VIt Section 608 Notwithstanding the provisions of Section 608 to the contrary, it is agreed that: Lessee's monthly statement of sales shall be unaudited, shall not itemize deductions and shall be for in~ormational purposes only. Lessee's records shall be kept in accordance with generally accepted accounting practices and may be kept at the main offices of Lessee available to Lessor for inspection after reasonable written notice. Lessor agrees thet Lessee's records are confidential and will not disclose (other than to Lenders, prospective purchasers and retained accountants) the details of such reports. Lessor agrees that it shall not audit Lessee's records more than once each lease year and if it conducts an audit shall fief dO so during the months of January, February and March of each year. Lessee's records will be kept for no longer but at least for 2& months after the conclusion of each lease year. -q- ?. A~end~nq ~-t$cle VlI~ Section 701 Landlord shall not, in exercising its rights pursuant to this Section, create any adverse and unreasonable interference with access to or visibility of the Demised P~emises from the covered mall upon which the front of the Demised Premises abuts, it being understood, however, that Tenent*s sole and only remedy in the event of e breach of this provision by Landlord shall be to cancel and terminate this Lease. 8. Amendinq Article.VXl, Section 702 Tenant may inspect Landlord's Co--on Area Operating Costs and real estate tax records for the Shopping Center in order to verify the accuracy of any Co--on Area or Tax Rent imposed pursuant to this Lease. Such inspection will be conducted only during regular business hours at Landlord's office and only after Tenant gives Landlord ten (10) days prior written notice. 9. Amendinq Article VII~ Section 702 There shall be excluded from the term "Coau~on Area Maintenance Costs": A. The cost of the land or the buildings of the Shopping Center; B. The depreciation-on the buildings of the Shopping Center; C. The initial cost of the installation of the parking areas or the depreciation of the same; Do Any repairs or work performed to any interior portion of a building, i~provoment or premises which benefits only an individual tenant and is not a co~on area building, improvement or premises or benefits s majority of tenants of the Shopping Center; E. Replacements to the roof of the Shopping Center. -5- There shall also be excluded fr°m Comofi Area Maintenance expense the following: Costs attributable to improvements or work which were part of original plans and specifications of the Shopping Center for which building permits were issued, i.e. planting, parking lot lighting, striping, roads, etc. However, Tenant shall pay its pro-rata share of maintenance on plantings and replacements, repair of parking lot and repair of lights. B. Leasing costs of any type, be it procuring tenants or releasing as well as retaining existing tenants. Costs incurred due to Landlord violations of any of the terms and conditi~ns of any other tenants leases in the Shopping Center. Administrative fees assessed by subsidiaries or affiliates of Landlor~ which are assessed in addition to the 15% administrative fee charged to Tenant under this section. E. Any costs related to the addition of Anchors or other stores and/or expansion of the Shopping Center. F. Costs attributable to enforcing leases, against other tenants in the Shopping Center, such as attorney's fees, court costs, adverse ~udg~ments and similar expenses unless done at the request of Tenant. G. Depreciation and amortization of debt. Interest on any mortgages of the Landlord and rental under any ground or underlying lease. Rentals and other related expenses incurred in leasing equipment ordinarily considered to be of a capital nature, except equipment used for Camp Hill Shopping Center only. J. Advertising and promotional expenditures shall not be included in CAM. -6- Repairs and other~ork occasioned by fire, or other casualty that the Landlord is covered for by insurance whiCh was required to be carried by it under this lease. L. Any costs, fines or penalties incurred due to violations by Landlord of any governmental rule or regulation and Landlord's defense of same. H. Expenses for vacant or vacated space, including utility costs, security and renovation. N. Repairs end maintenance performed in another tenant's premises exclusively and not in the common areas. 10 Amendinq Article VIii Section 703 Notwithstanding anything to the contras, the Tenant will not be obligated to re4mburse Landlord the cost of its rental insurance. 11. Amendinq Article Xt Section 1005 Tenant may inspect Landlord's Com~mn Area Operating Costs and real estate tax records in order to verify the accuracy of any Common Area or Real Estate Tax Rent imposed pursuant to this Lease. Such-inspection will he conducted only during regular business hours at Landlord's office and only after Tenant gives Landlord ten (10) days prior written .notice. 12. Amendinq Article X, Section 1005 In the event Real Estate Taxes are increased by reason of the use of portions of the Shopping Center for purposes other than customar~ Shopping Center uses, then such increases which are attributable to such non-shopping center uses shall be excluded from the pro-rata share calculation for Real Estate Taxes. Tenant shall not make or be permitted to make an appeal under this Section later than one year after the date of billing by Landlord, it being the intent of the parties to shorten any applicable statute of lim~.tations to one year and in the event Tenant files an appeal, Tenant shall continue to pay all Real Estate Tax Rent in the amounts and aa and when billed by Landlord, without prejudice to Tenant.*s right to bring an action for a refund in an appropriate court of general Jurisdiction. Tenant shall not file an appeal without giving Landlord prior written notice and the opportunity to join in the action. 13. Amending A.rttele lit Section 1101 Landlord agrees to comply with governmental rules and regulations insofar as they apply to construction, equipment or installations done by or installed by Landlord in the Demised Premises or if they involve suban~uent structural changes or additions. Tenant shall comply with all governmental rules and regulations relating to Tenant's work,.Tenant's use or OCcupancY of the Demised Premises or as a result of Tenant's, its employees, contractors or agents negligence or acts. lt. Amendinq Article IIr Section 1i01 Landlord shall be responsiblp for repair of sidewalks, structural portions of the floor 'and pipes, conduits, wires which run through but do not exclusively se~ice the Demised Premises or which are exterior to the Demised premises. Landlord shall not erect any scaffolding so ns to block the entrance through the front door of the Demised Premises without prior notice to Tonant. Landlord agrees to use its reasonable efforts not to unreasonably interfere in the Tenant's operation of its business and to make all repairs with diligence and dispatch. 15. Amendlnq Article II. Section 1101 If Landlord fails to make the required repairs or necessa~ replacement described above within 30 days after written notice or if such repairs require more than 30 days then as soon thereafter as is reasonably practicable for such ~epair Or replacement, then Tenant has the right, but not the obligation, to make the repair or replacement for Landlord, and Landlord promptly shall reimburse Tenant for the cost incurred with interest @ 10% per annum.. In the event Landlord disputes, either the necessity of the repair, the obligation to make same, or the cost thereof, Tenant's remedy shall be an action at law and Tenant shall not be pegmitted to take any offsets or deduction from Rent. -8- 16. ~%mendinq Kr~icls X~, Section 1101 If at any time the Continuance of Tenant's particular use, or manner of business operation in the Premises, requires that a structural repair or alteration be made, Tenant shall have the right, if same is sufficient to satisfy the governmental rule or regulation, to alter or cease any such use or manner of operation in lieu of making snch repair or alteration unless such cessation would cause Tenant to cease operations of its business then in that case Tenant shall comply with the required structural repair or alteration. 17. Amendinq Article XII, Section 1201 ' Tenant may, without Landlord/s consent, make alterations to the interior of the Demised Premises which do not alter, nK~dify or in any other wry affect the structural ~ortions of the Demised Premises and/or the roof of the Shopping Center and/or the exterior of the Demised Premises (including but not limited to the storefront) and/or the structural integrity of the building of which the Demised Premises shell form s part, and/or the plumbing, electrical, heating, ventilation, air-conditioning, or mechanical systems and installations in the Demised .Premises, and provided that any such single alteration (or series of such related alterations) does not involve a cost in excess of Ten Thousand Dollar ($10,000.). 18. Amendinq Article XIIt Section 1202 Tenant may self insure for plate glass coverage. 19. Amendinq Article XIIIr Section 1302~1% Tenant shall not he required to nmke any structural repairs or alterations to the Demised Premises which may be required by Governmental rules or regulations (whether presently existing or hereinafter enacted) or otherwise, except as may be required by Tenant's Work, Tenant, its employees, agents or contractors negligence or acts, or Tenant's use or occupanc~ of the Demised PreuL~ses. 20. .~endinq Artlcle XIV, Section 1401 (vi) Tenant represents, warrants ~nd agrees that (i) it has entered into a distribution or dealership or purchasing arrangement for the sale of the Crnbtree & Evelyn line of products (Crabtree), that the cop~ or copies of the documents evidencing such arrangement and heretofore delivered to Landlord are t~ue, complete and umnodified; and (ii) said arrangement is in ful! force and effect and all conditions to the effectiveness or continuing effectiveness thereof have been complied with by Tenant. Tenant shell maintain said rights in good standing and in full force and effect throughout the Term of this Lease and shall co~pIy with &11 of the terms and conditions thereof required to be performed b~ Tenant. In the event the arrangement and right to sell the Crabtrae & Evelyn products is terminated for any reason (other than a default on the part of Crabtree) then such ter~nation shall be deemed a default and conditional limitation and this Lease shall 4mediately at Landlord's option, and without the necessity of further notice be ipso facto terminated and canceled, end ?~-dlord shall have such rights and remedies with respect to such default as ere elsewhere provided in this Lease. Tenant shall furnish Landlord with copies of any notices received from Crabtree & Evelyn. 21. Amendinq Article XVI, Section 1601 (l}, ~iv), (vi) Landlord shall not, in exercising its rights pursuant to this Section, create any adverse and unreasonable interference with access to or visibility of the Demised Premises from the covered mall upon which the front of the Demised Pr~4ses abuts, it being understood, however, that Tenant's sole end only rema~ in the event of e breach of this provision by Landlord shell be to cancel and terminate this Lease. 22. Amendtnq A~-~.~cle XVI~ Section 1701 In the event that fLfty percent (50%) or more of the gross leasable area of the Shopping Center shall be damaged or destroyed by fire or other casualty and the Den~Lsed P~em£ses are tenantable and th£s lease rema£ns · n effect, Tenant shall have the opt£on, to be exercised w~th£n th£~cy (30) days after the casualty, by delivery of wr£tten not£ce to Landlord, e£ther to rena£n open, paring no PLxed Rent but all Add~tLonal Rent and Percentage Rent only at the rate here£n above p~ov~ded wLthout any deduction for F~xed Rent as to all Gross Sales or to close and have all Rent and other charges abate, until at least seventy-f£ve (?5%) percent of the Gross Leasable Area of the Shopping Center shall be open for business. 23. Amend~nq Article XlX, Section 1901 Except for Tenant's gross negl£gence, Landlord does hereby . agree to indennify and hold harmless Tenant from and against all cla~us by or on behalf of any person or persons, f£rm or f~rms, corporation or corporat£ons ar£sing from any incident £n, or about the common areas and park£ng lots or arls£ng from any act of gross negligence of the Landlord, or any of £ts agents, contractors, servants, employees, or l£censees, and from and against sll reasonable Costs, counsel fees, expenses and l£ab~l~t~es as a result of such cla4~s, Landlord agrees to defend st Landlord's expense such act£on or proceeding. The extent and amount of Landlord's l~ab~lLt¥ and obligatLon to Tenant hereunder shall be l~nited to the amount and nature of Landlord*s insurance coverage, ~f an~. 24. Amend~nq Article XX~r Section 2101 Landlord shall permit the f~nanc~ng of the cost of Tenant's furniture, trade fixtures, £nventor~ andtrade equ£pment in the Demised Prem~seso Landlord agrees to subord£nate its lien on such items to the first l~en of Tenant's lender subject to its Counsel's review and approval of the lender*s l£en waiver form. - ll - 25. Amendtnq Agt:£ele XXIr Section 2101 Tenant may assign this Lease or sublet the Premises to Crabtree & Evelyn RetaL1 Stores, Ltd. ns provided herein, on the *following terms and conditions: (~) The subletting oF assignment shall be subject toall covenants and conditions including Rent as is set forkh in this Lease. (2) in writing, faf the benefit of the Landlord, the performance of each and ever~ term, condit£on and covenant of this Lease. (3) EettheF Tenant nor Crabtree & Evelyn Retail Stores, Ltd. shall be releaspd *from its obligations hereunder as a result of any ass£gnment, subletting, re-assignment or sub-subletting as provided above, ~t being fu~cher understood that there shell be no merger of the leasehold interest created hereby as a result of any assignnent, subletting, re-assignment or sub-subletting. If Tenant defaults under the te~ns and conditions of th~s lease the Landlord shall, prior to re-enter4ng the Demised Premises and/or temtnattng th4s lease, notify Cr~tree i Evelyn ~tail Sto~s, Ltd. ("Crabtree'), ~n ~t~ng, o[ Tenant's de[aul2 and shall g~ve Crabt~e ten (10) days to cure 'Tenor's default whereu~n Crabtree uy, subject to the provisions o~ 2Sa. ~ve, enter the ~m~sed Pru~ses ~d operate a Cr~t~ G ~elyn store. ~ ~, ~C. ' Pa~ ~, EXHIBIT 2 CHARLES W. JOHNSTON JAMES A. DIAMOND* *Also Adrnit~l lo NJ Bar LAW OFFICE5 JOHNSTON & DIAMOND A PROFESSIONAL CORPORATION SUITE 100 150 CORPORATE CENTER DRIVE P. O. BOX 98 CAMP HILL, PENNSYLVANIA 17001-0098 November 20, 2001 TELEPHONE (717) 975-5500 TELECOPIER (717) 975-5511 VIA CERTIFIED MAlL Deborah A. Landau d/b/a Crabtree & Evelyn 4493 Lakeside Drive Harrisburg, PA 17110 Re: Camp Hill Mall - Store No. C-5A Notice of Default and Intent to Commence Legal Action Dear Ms. Landau: Please be advised that we are attorneys for Connecticut General Life Insurance Company (hereinafter "Landlord"), owner and landlord of the Camp Hill Shopping Mall in Camp Hill, Pennsylvania, and its managing agent, Jones Lang LaSalle Americas, Inc. I am writing on behalf of Landlord to formally notify you of your material defaults in your Lease for your Crabtree & Evelyn store at the Mall, and to advise you of Landlord's intent to pursue legal action against you unless either all defaults are promptly cured or an amicable arrangement acceptable to Land- lord is immediately concluded. As you know, on or about October 5, 2001, you, in direct violation of your obligations under the Lease, permanently ceased conducting business in the Leased Premises, removed all of your goods and property, and abandoned the Premises leaving it unoccupied and empty. Such actions constitute serious non-monetary Events of Default under ithe temis of the Lease, includ- ing but not limited to Paragraphs (v) and (vi) of Section 3001. In addition, you have repeatedly defaulted in your obligations to make timely and proper payments under the Lease. As of your October 5, 2001 improper abandonment of the Leased Premises, your outstanding delinquencies were at least $26,491.60, Your repeated failure or re- fusal to make timely and proper payments in this regard constitutes an Event of Default within the meaning of Paragraph (iv) of Section 3001. Deborah A. Landau d/b/a Crabtree & Evelyn November 20, 2001 Page 2 Unless you fully cure your non-monetary defaults by immediately resuming operations in accordance with the Lease, and immediately cure and become current with respect to all mone- tary obligations, Landlord will have the right to pursue ail of its rights and remedies against you under the Lease and Pennsylvania law. Please remember that these options will include, at Landlord's discretion, the right to accelerate rent for the baiance of the term. If that occurs, you would be liable for a substantially greater amount than the current delinquencies. As is reflected in the enclosed tentative Accelerated Rent Caiculation Statement, an acceleration of future rent would result in your owing an additionai amount of at least $17,242.13, pursuant to Sections 3001 and 3002 of the Lease. In the event that Landlord does elect to accelerate the rent, you will be legally responsible for immediately paying the entire amount to Landlord, and only if Landlord in the future i's able to re-let the space to a third party would you be entitled to a possible reimbursement of any dif- ference between the accelerated rent and any amounts received from a new tenant, after deduct- ing all chargeable costs and items in accordance with Section 3103 of the Lease. You should remember, however, that if Landlord accelerates the rent, Landlord will not have an obligation under Pennsylvania law to re-let your former store to a new tenant, and is free to lease other va- cant stores even if your former store remains empty. You should aiso remember that if Landlord is forced to pursue formal legal action against you, you will potentiaily end up being liable for Landlord's costs of the legal action as well as your own costs in defending the action. Thank you for your prompt attention to this important matter· If you have any questions, or would like to explore the possibility of an amicable resolution with Landlord, you or your attomey, if you are represented in this matter--should direct them solely to our offices, as attor- neys for Landlord. Very truly yours, · DIAMOND JAD/jff Enclosure cc: Bill Bubel, General Manager Amy Matthews, Esquire Michael Boden, Group Manager lc> 1~/20/Ol p~ · Complete items 1, 2, and 3. Also complete item 4 if Restricted Delivery is desired. · Print your name and address on the reverse so that we can return the card to you. · Attach this card to the back of the mailplece, or on the front if space permits. Deborah A. Landau d/b/a Crabtree & Evelyn 4493 Lakeside Drive Harrisburg, PA 17110 B. Date of C~Hver~i [] Agent [] Addressee D. ~sdelivery diffemntfmmiteml? []Yes If YES, enter deliver/address below: [] No 3. Service Type W Certified Mail [] Express Mail [] Registered [] Return Receipt for Merchandise [] Insured Mail [] C.O,D, 4. Restricted Deliver,/? (Extra Fee) [] yes 2. Arrlcle Number (Copy frorn service label) 7099 3220 0009 6893 6195 PS Form 3811, July 1999 Domestic Return Receipt 102595-9g-M-1789 EXHIBIT 3 CHARLES W. JOHNSTON JAMES A. DIAMOND* *Also Admitted to NJ Bar LAW OFFICES JOHNSTON & DIAMOND A PROFESSIONAL CORPORATION SUITE 100 150 CORPORATE CENTER DRIVE P. O. BOX 98 CAhdP HILL, PENNSYLVANIA 17001-0098 TELEPHONE (717) 975-5500 TELECOPIER (717) 975-5511 February 1, 2002 VIA CERTIFIED MAlL Deborah A. Landau D/b/a Crabtree 8: Evelyn 4493 Lakeside Drive Harrisburg, PA 17110 Re: Camp Hill Mail - Crabtree & Evelyn - Store No. C-5A Notice oft,ease Termination-Effective February 15, 2002 Dear Ms. Landau: As your records will reflect, I am attorney for Connecticut General Life Insurance Com- pany (hereinafter "Landlord"), owner and landlord of the Camp Hill Mall in Camp Hill, Penn- sylvania, and its managing agent, Jones Lang LaSaile Americas, Inc. Please be advised that Landlord, in exercise of its rights under Section 31.04 of the Lease, hereby notifies you that the Lease and the balance of the tefra of the Lease shail terminate, cease and expire, and become ab- solutely void effective February 15, 2002, at 11:59 p.m. The aforesaid temsination of the Lease by Landlord is due to your continuing material breaches of the Lease, including your continuing failure or refusal to pay any of the outstanding delinquencies under the Lease or to resume store operations, notwithstanding that you have been provided with formai written notice of the default, and the cure periods in the Lease have long passed. Thank you very much for your kind attention to this matter. If you have any questions or would like to propose payment arrangements regarding the monies owed by you to Landlord, please have your attorney, Mr. Friedman, contact me. You should not attempt to contact me di- rectly. Please note that your attorney is being simultaneously sent a courtesy copy of this formal notification under the Lease. JAD/jrf CC.' Very truly yours, JAMES A. DtAMOND William Bubel, Property Manager Amy Matthews, Esquire Michael Boden, V.P./Regionai Manager Richard S. Friedman, Esquire EXHIBIT 4 CAMPHILL ~LL PAGE 82/85 02/27/2082 15:30 7177376429 BANK O~ AMERTCA/O3LIC EOUITY 3895 Col!ec~ioms Center Drive chica~o, IL 60693 CGLIC/Equity Cam13 Mill Mall Make Check PayaOle to: TO: LOCATION: CKA~TREE & ~V~LYN' D~B~I~ LANDAU 508 CAMP HILL MALL CAMP HILL, PA 17011 Mall Name~ 0ccugant: Paymentm Recv'd After 02/2?/02 Will Be On Next Statement, Date: Date RETURN STUB WITH REMITTANCE PLEASE PLACE A /TE~ B~Z~G PAID ,, D~e Acoount o3/o~/o~ c~oo19 ~73402 'C0$A Check # Amob'nt Paid ~o/31/oo ii/ol/oo 11/01/00 11/o~/oo n/oi/oo ~2/o~/oo 12/01/o0 CoceI Descr4~n Y-B BAL ~D -~b'g -BSAL FWD-BASE RE -C; BAL FWD-CAM -RDAL ]?WD-IU~ TAX ~E/MIi~ IML~ RE Charg~ 3,915.2~ 1,263.34 462.92 100.83 1,283.34 ~62.92 Payments 0.00 0.00 Amou~ Due D~e' 3,415.25:10/31/oo 1,283.341 11/01/00 462.921 11/Ol/OO a7.oelii/os/oo ioo.e3:sl/oi/oo 1,283.3~; 12/01/00 5o.oo11=/o[/oo Y-B Y-C YMA C ¢ H Arrmunt Due 1,283.34 462.92 87.08 ioo,e~ 1,~B3.3~ 50.00 12/01/00 ~A NERCHANTASSOCI i00.83 0.00 100.a31i2/01/00 01/01/01 B ~AS~/MINIMUM IV~ 1,283.3~ 0.00 1,283.34~ 01/01/01 01/01/01 C C~ ~G~ ~62.92 0.00 ' 462.92~ 01/01/01 01/0~/0~ E ~IC c~o~ i83.o8 o.o0 '183.0e: 01/o~/ol ~ 01/0~/01 N ~AC RE~ 170,42 0.00 170.43~ 0i/01/01 ~ 01/01/01 ~ MER~ ~SOCI 10C.83 0,00 100.83~01/01/01 01/01/01 R R~ ~STATE T~ B7.OB O.O0 B7.08~01/01/01 ~ o~/os/os c ~c~ c~z 'l ~.9~ 0.00 ~2.~02/01/0$ ~o=/os/os z js.z~xc c~G~l ie3.0e e.oo 183.CS,02t01/0$ 02/01/01 ~ ~M~RC~ ~GOCI S00.B3 C.00 100.B3:02/01/01 03/0~701 C~C~ ~GE [ 462 ~2 0.00 46~.92,03/01703 o3/ol/01 E ELECTRIC ~GE~ 183 08 0.00 ~83.08~03/01/01 03/0i/0; ~ j~ZaC~ ~SSOCZ: i00.S3 0.00 ~00.83;03~0i.~01 'o~/os/ol ~ ~z/N~z~ ~ . , o4toi/0~ c c~ ~G~ ~62.~2 o.oo 4~.93~o~/os/oI{ Oa/O1/OSjS ELSCTRiC ~= le3.oa[ o.oo ls3,o8,o~/os/oi~ 100.83 1,2B3,3~ 462.92 1B3.08 170.43 100.B3 87.08 1,28~.3~ ~62.92 153.08 .170.42 100.03 B~.08 1,383.34 462.92 183.08 '170.43 100.83 87.08 1,283.34 462.92 183.08 TOTAL CAMPHILL MALL PAGE 03/85 02/27/2002 15:38 7177376429 BANK OFAMERICA/C~LIC EQUITY 3191 Collections Center Drive Chicago, IL 6069] CGLIC/mquit¥ CamP Nil1 Mali TO: LOCATION: CTu%~TRBE a EVELYN DEBI~IE LANDAU CAMP HILL MALL CAM; HILL, PA 17011 CAMP HILL 'SHOPPIN~ MALL C~J~BTRBB &EVELYN Payments Kecv'd A~er 02/27/02 ~11 Re On Next Statement. 03/01/o2 D~: 04101/01 o4/ol/ol o~/oz/~ o5/ol/ol o5/ol/ol os/o~/o~ o$/ol/oz o~/o~/o~ o,/os/o~ 07t01/01B 07/01/01 30 DAYS '1. -- ContinuedI 170.42] 100.83] 87.05! 62.921 4 100.83I 462.92 100.~3 1,283.34 45~.92 183.08 170.42 ~C0.83 .$7.08 1~253.34 %62.92 !83.0% ~70.4~ 100.83 BT.O~ 1,283.3¢ 462.92 183.08 170.~2 100.83 87.08 1,283.34 from previo' 0.00 C ,00 O.0O 0-00 59,43 O.OO 0.00 ~09.42 O.OO O. O0 0~00[ 0.00 0t00 0.00) O:.OO) o .oo~ 0,001 0 · 00~ 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.0C 0.00 0.00 60 DAYS 90 DAYS Amount D~ is page -- 170.42 100,83 83.08 1,283 403 .50 !00.83 1~3 .$0 lO0 .B3 1,283.3~, 1s3 .os; 170 LO0. $3', 1,383 le3 .os', 170 · oo. e3 eT.0B; 1,2B3.34; se3 ,De lOO.e3~ ~7.o8', 120 DAYS RETURN STUB WITH REMITTANCE CHECK MARK BY ITEMS BRING PAID Date , ' o3/ol/o= · Oh~k # ,, I Account · CH00t9 873402 C05A 'Amount 'P~i{~' ' Amoun! Due' 170 42 100 83 87 1,283 34 403 50 100 83 1,2B3 34 1~3 50. 100 83 1,283 462 92 183 08 IT0.42 100.83 87.08 462.92 183.08 100.B3 87.08 1,283.3~ 462.92 183.08 170.42 100.83 87.0g 1,283.34 o¢/01t01 o¢/01/01 o~/o~/oi o5/o~/ol o$/ol/Ol 0~/01/o~ o6/oz/o~ o~/ol/o~ o~/oz/o~ o?/Ol/Ol o~/oz/o~ o~/o~/ol o7toz/01, 07/01/01 os7o~/os os/oS/D1 os/ol/os os/o'I/OS o~/o~/~1 o9/ol/ol o9/os/o% zO/Ol/O1 TOTAL' 02/27/201~2 1§:D0 717797G429 BANK OD ~R~A/CG~ZC ~QU~ 3895 Collections Center Drive Chicago, IL ~0693 CGLIC/Bquity Camp Hill Mall Ms~e Oheck Payable TO: LOCATION: CPJtBTRRE & E~L~N D~BBIE L;~NDAU 508 CAMP HILL MALL CAMP HILL, PA 17011 Mall Name: Oocupant~ o3/ol/o2 lo/oi/¢i e lO/Ol/Ol · lO/Ol/Ol H 10/01/01 MA 10/01/01 R 11/01/01 B 11/01/01 C 11/01/01 ~ 1[/ol/ol ~ 11/o[/Ol [m 11/01/01 1~/oiio~ 12/oi/oi ; i2/Ol/Ol i2/Ol/011 s 12/oi/oi' o~/ol/o~ ~ Ol/Ol/O2 ¢ 01/01/o2 I Ol/O1/O2 ol/o~/o2 o1/o~/02 0~/o1/o2 02/01/02 02/01/02 o~/o~/o2 o2/ol/o2 C~NP HILL SHOPPING MALL C~TR~H & ~V~LYN Oesoripti°n CAN CI'{ARGR ~L~CTRIC i~AC RRGULAR ~R~ ~SOCI ~ ~TA~ T~ ~E/MINZ~ ~LECTRIC M~C~ ~SOCI ~ ESTA~ T~ BAS~/MINI~ C~ ELEC~IC ~AC ~RC~ ~SOCI ~ ESTA~ T~ C~ C~ ~AC M~RC~ AggOC~ ]R~L ESTATE ~ ~ C~E ELECTRIC ~AO CURRENT Charges -- Continued 462.92 103.08 170.42 100-83 8~-08 1,283.34 462.92 170.42 105.87 87.08 1,283.34 462.92 183,09 1T0.42 105,871 87.08' 1,283.34 1,103.00 183.08 170.42 105.87 212.00 1,283.34 1,183.00 153.oa 170.~2 105,87 C/~4PHILL ~ Payments KeCV~ After 02/27/02 Will ~e On Next gtatement. Paymenls [ Amount Due PAGE 84/85 -'RETURN STUB WITH REMI]-FANCE PLEASE PL4~CE A CHA'CK MARK BY Date Account o3/o~/o~ c~oo~ 873~02 CO5A Check ~ A~unt Pa~ ~=om p~evio~s -- 0.00| 0.00 ~03.08 . 0.00 . 170.42 0.00 0.00 0 .DO 0-00 0.00 0.00 0.00 0.00 Date ' io/ol/os 1O/Ol/Oi zo/os/oi "' C~d?_j Amounl Due C 462.92 183,08 170.42 100.83 10/01/01 $7.08 10/01/01 1,283.34;11/0~/01 462.92:11/01/01 183.08111/01/01 170_4~111/.0~/01 sos.s?:11/ot/ql 0.00 0,00 0.00 O .00 0.00 0 .CO~ O .00 0.00 0.00 0,00 0.00 0,00 0.00 0,00 0,00 0.00 0.00 100.83 87.08 1,283.34 ~62-92 183.00 170.42 105-87 87.08 1,283.34~ 12/01/01 1,283.3{ 183. os', i2/01/o~ zB3. o8 lOS. 87', 12/01/01 A 105.87 87.08: sm/oi/o~ s~.oe 183.08, 01/01/02 ~ !83.08 170.4~', 01/01/02 H 170.42 105,87,01/01/02 ~ 105.87 i,283.34; 02/01/02 B 30 DAYS 60 DAYS 90 DAYS 120 DAYS TOTAL 82/27/2882 15:30 7177376429 BANK 0¥ AMER[CA/C~L[C EQUITY 3895 Collections Center Drive chicago, IL 60593 C~MPHILL MALL CGLIC/Eguity Camp Hill Mall Make Check PayaOle to: TO; LOCATION: D~BBIE hARDAU 50B CAMP HILL MALL CAMP HILL, PA 17011 Mall Name: Occupant: 03/01/03 D~e: CA~ HILL SHOPPING MAI, L CRABTREE & EVELYN After 02/27/02 Will Be On Next Statement. O~te o~/ol/o~ o~/~s/o2 o~/za/o~ R eX OeSeriptiofl REAL ~STAT~ EXCESS C~J4 EXCESS RE TAX · Charges . Payme.~'t Am°u~,Du® o. oo) 0.00I -- Continued 212.09 6,$09.03 1,243.72 page --' 212.00 6,509-03 PAG~ 05/85 RETURN STUB WITH REMITTANCI~ PLF~E PSACE A CHECK MARK BY ITEMS BEING' PAID C3/01/02 .... A~ooynt CH0019 873402 C05A Check # Amount Paid · ·Date. 'o2/oi7o2 o272m/o2 '02/2a/02 AmOun! Due 212. O0 6,509.03 1,243.72 CURRENT l 10,890.46 30 DAYS 3,137.$1 60 DAYS 2,292.71 90 DAYS 2,292.71 t 1/ODAyS . ] C}~A~RG~,S., PER ATTACMED.: Net Delinquency TOTAL 47,023.88 (1,456.79) $45,566.21 Crabtree proration for complaint to reduce 13 days post termination of Feb. 2002 monthly charges $1,283.34 base rent $1,183.00 CAM $183.08 elec. $170.42 HVAC $105.87 MA $212.00 RE tax $3,137.71 total $112.06 28 days per diem $1,456.79 deduct 13 days $47,023.00 $1,456.79 $45,566.21 Account less 13 days Principal due through 2-15-02 termination SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2002-01632 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND CONNECTICUT GENERAL LIFE INS C VS LANDAU DEBRA A D/B/A CPJtBTREE R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: LANDAU DEBRA A D/B/A CRABTREE AND EVELYN but was unable to locate Her in his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within COMPLAINT & NOTICE On April 30th , 2002 , this office was in receipt of the attached return from DAUPHIN Sheriff's Costs: Docketing Out of County Surcharge Dep Dauphin Co 18.00 9.00 10.00 29.25 .00 66.25 0~/30/2002 JOHNSTON & DIAMOND R/Thomas Kline Sheriff of Cumberland County Sworn and subscribed to before me this ~)~. day of ~ ~ O~ p._ A.D. ~ ! Pro~thonot~-r~- ' ' Mary Jane Snyder R~I Estate Deputy William T. Tully Solicitor Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 255-2660 fax: (717) 255-2889 Jack Lotwick Sheriff J. Daniel Basile Chief Deputy Michael W. Rinehart Assistant Chief Deputy Commonwealth of Pennsylvania County of Dauphin : CONNECTICUT GENERAL LIFE INSURi~-NCE CO : LANDAU DEBP~A A D/B/A CRABTREE & EVELYN Sheriff's Return No. 0803-T - -2002 OTHER COUNTY NO. 02-1632 AND NOW:April 19, 2002 at 8:15AMserved the within COMPLAINT LANDAU DEBRAA D/B/A CRABTREE & EVELYN to HER of the original COMPLAINT to him/her the contents thereof at 4493 LAKESIDE DR HBG, PA 17110-0000 upon by personally handing 1 true attested copy(les) and making known Sworn and subscribed to before me this 23RD day of APRIL, 2002 PROTHONOTARY So Answers, /~~Deputy Sheriff Sheriff's Costs: $29.25 PD 04/11/2002 RCPT NO 162887 TORO Ail Oflmr Namm mini by ~i~ D~l*~ in ~ lint 6 Fmrs G00DBODIES Soc. Sec./Tax LD. No. (ifm~e bn en~, ~ot~ all): 44~ LAKI:S~E DRIVE HARRb~ PA 1711O ~ ~Joint De~U~r (apm~)(Lm, First, ~tte): LiNDAU; DEBORAH A. DAuPmn Mm'li~ AcM~ of ~ Debar' (if difr~ from meet a6drem): lqatmm ~Da~ts(Ci~ ~ box) Omlpfor J.1 Sold Bldl~ (Check ail lxm0s fllat-~m~ ~) 8l~dtoc/s aenudllm~nma m de~nedin 11U.n~. § 101 t ~0 to $S0,001 to $100,001 m $~0~001 to $I,0~,001 m $10,(M0,001 to Y~0,000,001 to SSO,O~O $100,000 $SOG,000 $1 ,,a~*'lli~, $10 m,l~nm $.~0 ,,-~i~,m $100,m*'fl'L,m $100 $0 to $.~0,001 to SlOG,~OI m S500,001 to $1,000,001 to $10 0OO,OOl to $~O,O~O,OOt m, Mmt'mthm ~0,0~0 $100,~00 $~0~000 $1 ~,'mao. $10,~'mna $.,~ ,,,n~,m $100 w, mi,~, $100 ~ 0 [] 0 [] [] [] [] ~- In The Court of Common Pleas of Cumberland County, Pennsylvania Connecticut General Life Insurance Cunpany VS. Debra A. Landau d/b/a Crabtree & Evelyn 02 1632 civil SERVE: s~ne No. Now, April 8, 2002 , I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of DauphLn County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Now~ within Affidavit of Service ~20 ,at o'clock M. served the ~pon by handing to a and made known to copy of the original So answers, the contents thereof. Sworn and subscribed before me this __ day of ,20 Sheriffof COSTS SERVICE MIl ,EAGE AFFIDAVIT County, PA CHARLES W. JOHNSTON JAMES A. DIAMOND* *Also Admitted to NJ Bar LAW OFFICES JOHNSTON & DIAMOND A PROFESSIONAL CORPORATION SUITE 100 150 CORPORATE CENTER DRIVE P. O. BOX 98 CAMP HILL, PENNSYLVANIA 17001-0098 May 3, 2002 TELEPHONE (717) 975-5500 TELECOPIER (717) 975-5511 Prothonotary's Office Cumberland County Court of Common Pleas Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013 Re: Connecticut General Life Insurance Company v. Debra A. Landau, d/b/a Crabtree & Evelyn Case No. 02-1632 Bankruptcy Filing by Defendant Dear Sir/Madame: As attorney for the Plaintiff in the above-referenced case, I have just received a copy of the enclosed Notice from the United States Bankruptcy Court for the Middle District of Pennsyl- vania reflecting the April 17, 2002 Chapter 13 filing by Defendant, which obviously operates as a stay in the above-referenced case. Would you please note this occurrence for purposes of the docket. Thank you very much for your kind attention to this matter. JAD/jrf Enclosure Very. truly yours, t,J, KMES A. D~AMOND