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HomeMy WebLinkAbout94-07168 . . 0 ~ 1 a . '" 7 ~ 1 I I I V \ VJ \ \. ~ '"'" ~ J . : . premises in violation of the Lease Agreement between the parties. 8. By letters dated August 18, 1994 and August 29, 1994, Plaintiff notified Defendant of its default under the Lease Agreement by virtue of its vacating the premises prior to the end of the term of the Lease, and by reason of Defendant's failure to pay rent and additional rent due and owing by Defendant to Plaintiff under the Lease Agreement. 9. Additionally, by letter dated September 16, 1994, Plaintiff's legal counsel notified Defendant that it had defaulted under the Lease Agreement and Officially notified Defendant that plaintiff was accelerating all rent due and owing under the Lease Agreement. 10. Despite the notices referred to above, Defendant has continued in its failure to pay any rent or additional rent or other charges du~ and owing to Plaintiff. 11. By reason of Defendant's default under the Lease Agreement, Plaintiff is entitled to recover all accelerated rent and other charges due and owing under the Lease Agreement. 3 ExhIbIt A .. LEASE AGREEMENT LEASE AGREEMENT ("Lease"), made Januarv 31. 1994 by and between SEBKO Associates, having an address at P. O. Box 3250. Shiremanstown. Pennsvlvania 17011 ("Landlord"), and CREDIT CAR COMPANY, a Pennsylvania corporation having an address at 6 North Londonderry Square, Palmyra, Pennsylvania 17078 ("Tenant"). In consideration of the rents herein stipulated and the mutual covenants herein contained, and intending to be legally bound hereby, Landlord hereby leases to Tenant and Tenant leases from Landlord the property hereinafter descnbed, upon all the terms and conditions herein set forth. 1. Definitions. (a) The term "Applicable Environmental Laws" shall mean all federal, state and local laws, ordinances, rules and regulations with respect to Hazardous Materials. (b) The term "Contamination" shall mean the presence of Hazardous Materials on, from or affecting the Premis.es which may require remediation or clean-up under any Applicable Environmental Laws. (c) The term "Hazardous Materials" shall include, without limitation, any flammable. explosives, radioactive materials, hazardous materials, hazardous or toxic substances, petroleum products, or related materials, asbestos or any material containing asbestos, or any other substance or material regulated under any Applicable Environmental Laws. Cd) The term "Lease" shall mean this Lease Agreement. .' . . (e) The term "Premises" shall mean that certain tract of real property known as 800 N. Hanover Street. North Middleton Townshio. Carlisle. P A 17013, together with all structures, improvements and fixtures now or hereafter situate thereon. 2. Lease of Premises. In consideration of the rents and covenants to be paid and performed by Tenant and upon the terms and conditions herein . specified, Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord. 3. Term of Lease. The term ofthis Lease ("Term") shall be for hYQ ill years, following the Commencement Date (defined hereinafter), unless sooner terminated as herein expressly provided. The Tenant shall have two (2) options to extend the term of this Lease for two (2) periods of(2) years each (the "Renewal Term(s)"), exercisable only upon the following conditions: (a) Tenant is in possession of the Premises and is not in default under any material terms and conditions of this Lease; (b) Each such option must be exercised by written notice, given . in accordance with the terms and conditions of Section 24 of this Lease entitIed "Notices", to Landlord at least ninety (90) days prior to tile end of the last lease year of the prior Term; and (c) During each of the Renewal Tenn(s) all terms and provisions of the Lease shall remain tile same and in full force, except that Basic Rent for the Renewal Tenn(s) shall be as set forth in Section 5 of this Lease entitled "Basic Rent". Any holding over of tile Tenant after tile expiration of tile initial Term and any Renewal Term(s) shall be on a montIl-to-month basis in accordance with this Lease. 2 - 4. Commencement of Tenn. The Term, and the Tenant's obligation to pay rent, shall commence on the date on which Tenant shall open the Premises for business to the public ("Commencement Date"), after having obtained all of the following for the Premises: 1. Dealer Lot License; 2. Certificate of Occupancy; 3. Sales Tax License; 4. Installment Sellers license; 5. Sales Finance License; 6. Authorization to Issue Temporary Plates; 7. Dealer Registration; and 8. Bond to Secure License. In the event that the foregoing date shall be other than the first day of the month, then the Term shall be measured from the first day of the month next succeeding the Commencement Date and Tenant shall pay all rent for the fractional month on a per them Qasis (calculated on the basis of a thirty (30) day month) until the first day of the next succeeding month; and thereafter the fixed rent shall be paid in montWy installments on the first day of each and every month in advance. If the term of this Lease shall not have commenced within four (4) months from the date of execution and delivery of this Lease by both parties, then this Lease shall be deemed void and of no effect. 5. Basic Rent. The fixed rent herein reserved to Landlord during the Term of this Lease ("Basic Rent") shall be as follows: Years Annual Rent Monthlv Rent 2 15,000 1,250 3 Basic Rent for the First Renewal Term Years Annual Rent Monthlv Rent 2 18,000 1,500 Basic Rent for the Second Renewal Term Years Annual Rent Monthlv Rent 2 19,800 1,650 Basic Rent shall be payable by Tenant in equal monthly installments on or before the first day of each month in advance to Landlord at the office of Landlord as set forth at the beginning-of this Lease or at such other address or to such other recipient as designated in writing from time to time by Landlord to Tenant. 6. Additional Rent. All amounts which Tenant is required to pay pursuant to this Lease (other than Basic Rent) shall constitute Additional Rent. If Tenant shall fail to pay. any Additional Rent, Landlord shall have the right to pay the same and/or shall have all rights, powers and remedies with respect thereto as are provided herein or by law in the case of nonpayment of Basic Rent. Tenant shall perform all of Tenant's obligations under this Lease at Tenant's sole costs and expense, and shall pay all Basic Rent and Additional Rent when due, without notice or demand, 7. Net Lease. The Basic Rent reserved herein shall be nct to Landlord. Except as expressly provided in Section II herein or otherwise i1 this Lease, Landlord shall not be required to pay any expense of any kind whatsoever with respect to thc Premises during the tcrm of this Leasc or any extension or renewal thereof, in spite of the failure of this Lease to mention specifically that a particular item of expense shall be paid by Tenant. During 4 the tenn of this Lease or any extension or renewal thereof, except as expressly otherwise provided in this Lease, Tenant shall relieve Landlord of and pay, as Additional Rent, all costs, charges and expenses of every kind whatsoever incident to the ownership, operation and maintenance of the Premises. 8. Taxes and Assessments. Tenant shall pay all taxes, assessments, levies and other charges, license and permit fees, charges for all utilities serving the Premises, and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, which are, at any time during the term hereof, imposed or levied upon or assessed against (a) the Premises, or (b) this Lease or the leasehold estate hereby created, or which arise in respect of the operation, possession or use of the Premises (all of the foregoing being sometimes referred to as the "Impositions" and any of the foregoing being sometimes referred to as an "Imposition"). Tenant shall not be required to pay any franchise, estate, inheritance, transfer, income or similar tax of Landlord. Tenant.shall furnish to Landlord, promptly after written demand, proof of payment of all Impositions. If any Imposition may legally be paid in installments, Tenant may pay it in installments; and in such event, Tenant shall be liable for all amounts whi<;h are applicable to or due or payable during this term of tlus Lease or any ext'.::1sion or renewal thereof. Current taxes shall be apportioned between Landlord and Tenant on a fiscal year basis for the year during which this Lease C',mmences and the year during which this Lease terminates. 9. Renovations and Construction. With Landlord's/Consent which , consent shall not be unreasonable withheld, TenG1lt may make renovations to the Premises in order to make the Premises suitable for Tenant's intended use. Tenant shall be responsible for the costs of such mprovements and 5 renovations, including, without limitation, the cost of obtaining any necessary building or other permits for the use and occupancy of the Premises. 10. . Use of Premises: Compliance with Laws: Quite Environment (a) Tenant shall be permitted to use the Premises for any lawful commercial purpose, including, without limitation, the sale and financing of used motor vehicles, subject, however, to all rules, regulations, laws, ordinances, statutes and requirements of all governmental bodies, agencies and authorities having jurisdiction over the Premises, and to such other conditi/Jns, restrictions and other encwnbrances, if any, to which the Premises are subject at the time of execution and delivery of this Lease. Neither Tenant nor Landlord shall request or acquiesce in any change in the zoning classification of the Premises or other restriction on the lawful use thereof under any zoning, land use or similar statute, ordinance or regulation, without the pnor written consent of the other, which consent shall not be unreasonably withheld. (b) Landlord warrants peaceful and quiet enjoyment of the Premises by Tenant against acts of Landlord or anyone claiming through Landlord; provided, however, that Landlord and Landlord's agents may enter upon and examine the Premises at reasonable times. (c) Tenant may, at Tenant's expense, install such signs on or about the Premises which are in compliance with local ordinances. (d) Prior to the Commencement Date, Landlord, at Landlord's expense, shall remove all fixtures and other tangible property from the . Premises as the Tenant may request in order for Tenant to have proper access and utilization of the Premises, and in order to facilitate the remodeling of the Premises to accommodate Tenant's intended use of the Premises. 6 11. Maintenance and Renair. (a) Landlord shall, upon reasonable notice from Tenant, make necessary structural repairs to the exterior walls and shall keep in good order, condition and repair the exterior foundations, downspouts, gutters and roof of the Premises and the plumbing and sewage system outside of the building in which the Premises are located provided the same serve the Premises (but excluding the exterior and interior of all windows, doors, plate glass, store fronts and signs, and repairs required by any casualty except as otherwise covered by Section 17 herein, and further excluding any damage caused by any act, omission or negligence of Ten ant, any subtenant or concessionaire, or their respective employees, agents, invitees, licensees or contractors). (b) Tenant shall at its own cost and expense: (a) keep and maintain in good order, condition and repair the Premises, and each and every part thereof (including, without limitation, the routine maintenance of any air conditioning unites) and system, and any heating unites) and system, and all painting and decorating necessary to maintain at all times a clean and sightly . appearance), except for those matters within Landlord's obligation to repair, and (b) make all repairs and replacements to any sidewalks and curb adjacent to the Premises made necessary by the negligence of Ten ant, any subtenant or concessionaire or their respective employees, agents, invitees, licensees or contractors, or by the use or occupancy of the Premises; and (c) keep any sidewalks and curbs adjacent to the Premises clean and free from snow, ice, dirt and rubbish. (c) Landlord represents and warrants that the heating ventilating and air conditioning system ("HV AC") in the Premises is in good working condition at the time Landlord delivers possession of the Premises to Tenant. Tenant agrees to pay any repairs and or maintenance when the total cost is 7 $250.00 or less per occurrence. Landlord shall repair any defects in the HV AC that may occur during the term of this Lease Agreement, including extensions, provided Tenant notifies Landlord in writing of any such defect and provided further that the necessity for such repair is not cause by the gross negligence or willful misconduct of Ten ant. Tenant agrees to keep the HV AC system in good working condition during the term of the Lease. 12. Liens. Unless contesting the same with the consent of Landlord in the manner herein, Tenant shall promptly remove and discharge any charge, lien, security interest or encumbrance upon the Premises or any Basic Rent, Additional Rent or other sum payable hereunder which presently exists or hereafter arises for any reasons, including all liens which arise out of the use, occupancy, construction, repair or rebuilding of the Premises or by reason oflabor or materials furnished or claimed to have been furnished to Tenant on or for the Premises, but not including any mortgage, charge, lien, security interest or encumbrance created by Landlord without the consent of Tenant. Tenant shall require any person or entity who shall perform any construction, alteration, renovation, maintenance or repair of the Premises or who shall furnish materials for the same to file a Stipulation Against Mechanics Liens in the appropriate governmental office at lease one (1) day before any, work is performed or materials are furnished by such person or entity . 13. Environmental Representations: Condition of Premises. Landlord warrants and represents that, except as otherwise set forth in Exhibit "A" attached hereto and made a part hereof, (a) neither Landlord nor, to the best of Landlord's knowledge, any other person or entity, has (i) used or installed any Hazardous Materials on, from or affecting the Premises in violation of any Applicable Environmental Laws, or (ii) received any notices 8 from any governmental agency or authority with regard to Hazardous Materials on, from or affecting the Premises; and (b) there are not now any . underground storage tanks located on the Premises. In the'event that Landlord rec'eives any notice from any governmental agency or authority with regard to Hazardous Materials on, from or affecting the Premises, or any notice of violation of any Applicable Environmental Laws, Landlord shall promptly notify Tenant. Except as set forth in this Section 13, Landlord makes no representation or warranty regarding the physical condition of all or any part of the Premises. Landlord shall indemnify, defend and hold Tenant harmless from and against any losses, expenses (including, without limitation, reasonable attorneys fees), liabilities and claims arising from or in connection with any misrepresentation, breach or default by Landlord of Landlords representations, warranties or obligations under this Lease, or any Contamination of the Premises whi::h occurred prior to the commencement of the term of this Lease. The obligations, liabilities and indemnification agreement of Landlord under thi~ Section 13 shall slU"'iive payment of any Basic Rent or Additional Rent and shall continue in effect notwithstanding termination of this Lease. 14. Alterations and Additions. Tenant shall not make any alterations or additions to the Premises without first obtaining the consent of Landlord, which consent shall not be unreasonably withheld, Upon termination of this Lease, and except as hereinafter provided, all improvements to the Premises shall be and remain the property of Landlord. Tenant may remove Tenant's trade fixtures, signs, and equipment from the Premises upon condition that: (a) Tenant shall repair and restore all damage done to the Premises by removal of trade fixtures and equipment; and (b) any items which Tenant has 9 the right to remove but does not remove shall be and remain as the property of Landlord. 15. Insurance. '(a) Tenant shall maintain at Tenants sole cost and expense, insurance with respect to the premises of the following character: (i) standard fire and extended coverage insurance insuring the buildings and improvements located on the Premises for the full replacement value thereof in an amount satisfactory to Landlord on an eightY percent (80%) co-insurance form, insuring against all risks of direct physical loss, and excluding only such unusual perils as nuclear attach, earth movement, floor and war; (ii) general public liability, bodily injury and property damage insurance against claims for bodily injury, death or property damage: occurring Ol!, in or about the Premises with limits ofnoL less than $750,000 for bodily injury or death and $100,000 for damage to property; (ill) workers' compensation insurance to the extent . necessary to protect Landlord and the Premises against workers' . compensation claims; and (iv) such other insurance, in such amounts and against such risks, as is commonly obtained in the case of property similar in use to the Premises and located in Pennsylvania. All policies of insurance, including policies for any amounts carried in excess of the required minimwn, shall be written by companies or recognized financial standing legally qualified to issue such insurance, shall be maintained continuously in full force and effect and shall name as insurec: parties Tenant, Landlord, and Landlord's lending institution, as their interest.1i 10 , i : . may appear. All such policies shall require at least ten (10) days' written notice to Landlord of cancellation. (b) Tenant shall deliver to Landlord original or duplicate policies, or certificates of insurers evidencing the existence of all insurance which is required to be maintained by Tenant hereunder, such delivery to be made (i) promptly after the execution and delivery hereof and (ii) within thirty (30) days prior to the expiration of any such insurance. Any insurance required hereunder may be furnished under blanket policies, provided (as to any blanket casualty coverage) that the Premises insured are separately identified and the dollar limits of coverage are separately stated. (c) Landlord and Tenant, for themselves and their respective heirs, assignees, subrogees, successors and assigns, each hereby waive the right of recovery against the other, and the other's directors, officers, employees and busir.ess guests, and their respective heirs, administrators, executors, successors and assigns, for such loss or damage to the Premises and to any personal property sitl,iated thereon as is caUsed by fire or by those casualties which are described in the extended coverage provisions of the . insurance contracts, as the case may be, or in the absence of such provisions in said contracts, by those casualties which commonly are described in the extended coverage provisions of insurance carried by the party. Landlord and Tenant agree to request the consent of their respective insurers to the waiver herein contained, if such consent is required. 16. Indemnification. Landlord, the Landlord's agents, servants and employees, shaH be held harmless by Tenant from any liability for damages to any person or any property in or upon the Premises and the sidewalks and roadways adjoining the same, including the person and property of Tenant, and Tenant's employees, and all persons in the Premises at their invitation, l i. 11 except insofar as such damages are caused by the acts or omissions of Landlord, or Landlord's agents, servants or employees. All property kept, stored or maintained at the Premises shall be at the risk of Tenant. 17. Condemnation or Casual tv. If the Premises or any portion thereof is taken by or under the threat of the exercise of the power of eminent domain, or if the Premises or any portion thereof are damaged or destroyed by fire or other casualty, then Landlord shall deliver to Tenant, within sixty (60) days after the occurrence of such condemnation or casualty, Landlord's election to (a) terminate Tenant's entire interest in the Premises or (b) rebuild, repair and restore the Premises. In the event Landlord shall elect to terminate Tenant's interest in the Premises, this Lease, all obligations of Ten ant hereunder, and all interests of Ten ant in the Premises, shall tenninate as of the date of actual surrender by Tenant of possession of the Premises to Landlord. Amounts paid in connection with such condemnation or casualty (except for insurance maintained by Tenant for Tenant's benefit) shall be paid to Landlord and Tenant in accordance with their respective interests. If Landlord shall elect to rebuild, repair and restore the Premises, Tenant's obligation to pay Basic Rent and Additional Rent hereunder shall continue with appropriate abatement or adjustment. 18. Assignment and Subletting. Except for any assignment to any affiliate of Ten ant or any purchaser of substantially all of Tenant's assets or business, Tenant may not sublet the Premises or assign its int~rest under this Lease without the prior written consent of Landlord, which shall not be unreasonably withheld. 19. Permitted Contest. Tenant shall not be required, nor shall Landlord have the right to pay, discharge or remove any Imposition, lien or encumbrance, or to comply with any legal requirement applicable to the 12 ... Premises or the use thereof, so long as Tenant shall contest the existence, amount or validity thereof by appropriate proceedings which shall prevent the collection of. other realization upon the [mposition, lien or encumbrance so contested, provided that such contest shall not subject Landlord to the risk of or any criminal liability. Tenant shall give such reasonable security as may be demanded by Landlord to ensure payment of such [mposition, lien or encumbrance and to prevent any sale or forfeiture of the Premises by reason of such nonpayment. Landlord shall reasonably cooperate in any such contest by Tenant provided the same shall not entail any cost, liability or expense by Landlord. Tenant shall pay and save Landlord harmless from any and all losses, judgments, decrees and costs (including reasonable fees and expenses of Landlord's counsel) in connection with any such contest. 20. Events of Default. Any of the folIowing occurrences or acts shall constitute an event of default under this Lease and are herein referred to as "Events ofDef3ult"; (a) If Tenant shall (i) fail to pay any Basic Rent, Additional Rent or other sum required to be paid by Tenant hereunder and such failure shall continue for ten (10) days after written notice to Tenant of such failure or (ii) fail to perform any of Tenant's obligations pursuant to this Lease not requiring the payment of money and such failure shall continue for thirty (30) days after written notice to Tenant of such failure (provided, however, that in the case of any such default which cannot be cured by the payment of money and cannot with diligence be cured within such thirty (30) day period, if Tenant shall commence promptly to cure the same and thereafter prosecute the curing thereof with diligence, the time within which such default may be cured shall be extended for such period as is necessary to complete the curing thereof with diligence); or 13 (b) If the Premises shall have been left vacant or deserted for a period of thirty (30) consecutive days. 21. Landlord's Remedies. (a) Upon the occurrence of any Event of Default Landlord at Landlord's sole option shall have the right to exercise any or all of the remedies set forth in this Section 21, all of which shall be cumulative and in addition to any and all rights and remedies now or at any time hereafter provided at law or in equity. The exercise of anyone or more remedies provided herein shall not act as a waiver of or preclude exercise of any other right or remedy of Landlord. (b) If any Event of Default shall have happened and be continuing, this Lease and the estate hereby granted shall expire and terminate, and all rights of Ten ant hereunder shall expire and terminate, but Tenant shall remain liable for all amounts due to Landlord hereunder, including but not limited to all Basic Rent and Additional Rent, for which all rents will be accelerated to the full term of/ease. (c) If an Event of Default shall have happened and be continuing, Landlord shall have the immediatG right to reenter and repossess the Premises by summary proceedings, ejectment or in any manner Landlord reasonably detennines to be necessary or desirable and Landlord shall have the right to peaceably remove all persons and property therefrom. No such reentry or repossession of the Premises shall be construed as an election by Landlord to tenninate the term of this Lease unless Landlord shall obtain possession of the Premises. (d) At any time or from time to time after the reentry or repossession of the Premises, Landlord may (but shall be under no obligation to) relet the Premises for the account of Tenant, in the name of Tenant or 14 Landlord or otherwise, without notice to Tenant, for such term or terms and on such conditions and for such uses as Landlord, in Landlord's absolute discretion, may determine. Landlord may collect and receive any rents payable by reason of such reletting. Provided that Landlord makes a reasonable effort to relet the Premises and collect rents, Landlord shall not be liable for any failure to relet the Premises or for any failure to collect any rent due upon such reletting. (e) No expiration or termination of the term of this Lease, by operation oflaw or otherwise, and no reentry or repossession of the Premises pursuant to this Section 21 or otherwise, and no reletting of the Premises pursuant to this Section 21 or otherwise, shall relieve Tenant of Ten ant's obligations and liabilities hereunder, all of which shall survive such expiration, termination, reentry or reletting. 22. Additional Rights of Landlord. Landlord's failure to insist upon the strict performance of any provisions hereof or to exercise any option, right, power or remedy contained herein shall not constitute a waiver or relinquishment thereof for the future. Receipt by Landlord of any Basic Rent, Additional Rent or other sums payable hereunder with knowledge of the breach of any provision hereof shall not constitute a waiver of such breach, and no waiver by Landlord of any provision hereof shall be deemed to have been made unless made in writing. 23. Reauired Notices. Landlord and Tenant shall each notify the other promptly of the occurrence of any of the following: (a) receipt of notice of condemnation of the Premises or any part thereof; (b) receipt of notice from any governmental agency or authority relating to the structure, use or occupancy of the Premises or any part thereof; (c) commencement of any litigation affecting title to the Premises or Tenant's interest therein. 15 26. Seoarabilitv: Binding Effect. Each provision hereof shall be separate and independent and the breach of any such provision by Landlord . . shall not discharge or relieve Tenant from us obligations to perfonn each and every covenant to be perfonned by Tenant hereunder, if any provision hereof or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remaining provisions hereof, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforceable to the extent pennitted by law. All provisions contained in this Lease shall be binding upon, inure to the benefit of, and be enforceable by, the respective heirs, personal representatives, successors and assigns of Landlord and Tenant to the same extent as if each such heir, personal representative, successor and assign were named as a party hereto. This Lease may not be changed, modititJd or discharged except by a writing signed by Landlord and Tenant. 27. Section Headings. Section headings are for reference only and do not constitute a part of this Lease. 28. Consents. In any instance in which the "consent" or "approval" of Landlord or Tenant is required hereunder, such requirement shall not be interpreted as justifying arbitrary rejection but shall connote a reasonable application or judgment. 29. Governing Law. This Lease shall be governed by the internal laws of the Commonwealth of Pennsylvania. 30. Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an origii13l, and alI such counterparts shall constitute one and the same instrument. 17 31. Certificates. Each party shall, without charge, at any time and from time to time thereafter, within ten (10) days after wri~en request of the other, certify. by a written instrument duly executed and acknowledged to any mortgagee or purchaser, or proposed mortgagee or proposed purchaser, or any other person, finn, or corporation specified in such request: (a) as to whether this Lease has been supplemented or amended and if so the substance and manner of such supplement or amendnlent; (b) as to the validity and force and effect of this Lease, in accordance with its tenor as then constituted; (c) as to the existence of any default thereunder; (d) as to the existence of any offsets, cOtUlterc1aims or defenses thereto on the part of Tenant; (e) as to the commencement and expiration dates of the Term, and (t) as to any other matters as may reasonable be so requested. Any such certificate may be relied upon by the requesting party and any other person, finn or corporation to whom the same may be exhibited or delivered; and the contents of such certificate shall be binding on the party giving the certificate. 32. Landlord's Lien/Subordination. Landlord agrees to subordinate any liens that it may have on Tenant's movable property to the liens imposed on such property by any lenders to Tenant. Landlord' agrees to execute any documents reasonably submitted to Landlord by Tenant (or Tenant's lender) to evidence this subordination, provided that Tenant is not in default under any of the material terms or conditions of this Lease, which default has continued after notice thereof and the expiration of any applicable cure period. Attached to the Lease as Exhibit "B" is a Landlord's Waiver in favor of First Valley Bank (First Valley Waiver"). Landlord agrees to execute the First Valley Waiver as a condition to all of Tenant's obligations under this Lease. Landlord further agrees to timely execute any additional waiver in 18 EXHIBIT "B" LANDLORD'S WAIVER. The undersigned landlord and owner of record, SEBKO ASSOCIATES ("Landlord") is the owner of real property at 800 N. Hanover St.. Carlisle. PA 17013, Pennsylvania and has leased to CREDIT CAR COMPANY ("Tenant") all or a portion of such real property ("Leased Premises"). Tenant is about to grant a first lien and first security interest in certain personal property in and on the leased premises to First Valley Bank ("Bank") as security for, inter alai, Tenant's obligations under a certain surety agreement to Bank (the "Indebtedness"). Bank is willing to extend the loans in connection with the Tenant's surety agreement only if Landlord waives, relinquishes and releases to the Bank any claims, demands or rights Landlord may have or acquire with respect to such personal property. Background. Bank believes that in the event Bank seeks to collect its loans to Tenant, it will take a period up to nine (9) months of occupancy of the Leased Premises to realize upon its collateral. NOW, THEREFORE, to enable the Tenant to purchase, lease, own or pledge its Personal Property (as hereafter defined), and to obtain the benefits thereof and therefrom, in consideration of $1. 00 in hand paid to the Landlord, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Landlord, intending to be legally bound hereby, agrees as follows: 1. Any and all liens, claims, demands or rights, including but not limited to the right to foreclosure, levy, distrain, sue, execute or sell for unpaid rent, which Landlord now has or hereafter acquires under law or by contract on or in any or all of the personal property of Tenant on the Leased Premises, including, without limitations, motor vehicles, machinery, equipment, mobile goods, furniture, fixtures, inventory of goods or merchandise, chattel paper, books and records, software, discs, computer programs, and other data and all additions, replacement and substitutions therefore, and all of the proceeds thereof, owned by Tenant or in which . . , " Tenant has an interest, now or hereafter situate or placed in or on the Leased Premises (collectively, the "Personal Property"), shall be and hereby are waived, released and relinquished to Bank. 2. Landlord further agrees that upon default by Tenant in payment to Bank of the interest or principal on any installment of the Indebtedness secured by said liens or security interests, or if Tenant is otherwise in default in any obligations to Bank, the Personal Property or any part thereof may be removed from the Leased Premises by Bank or its agents or designees at any reasonable time or times free and discharged of all such claims, demands, rights and rents. The Landlord further agrees not to do anything detrimental which would imperil the Personal Property, its value or the Bank's interests therein while the Personal Property is located at or on the Leased Premises. The Bank, or its agents and designees may at all reasonable times enter upon the Leased Premises to inspect and/or to remove the Personal Property in whole or in part or to auction the Personal Property in place, provided, however, that the Lenders will reimburse the Landlord for the reasonable cost of repair for any actual damage don: to the Leased Premises as a result of any such removal. ' 3. Landlord will irnm~diately notify Bank at such time as Tenant vacates the Leased Premises or breaches the lease with respect thereto (the "Lease"). Landlord will give at least forty-five (45) days prior written notice to Bank at 737 Davisville Road, Southampton, Pennsylvania 18966, Attention: David Blood, Assistant Vice President, o~the termination of the lease of the Leased Premises or of any intention on Landlord's part to retake possession of the Leased Premises as a result of a default under the Lease or any other happening. Upon such repossession by Landlord or upon the exercise by Bank of its rights to repossess the Personal Property, Landlord will allow Bank or its agents or designees to remain on the Leased Premises for a period of time through the later of (i) the original expiration date of the Lease, or (ii) nine (9) months from the later of (a) the effective date of the termination of the Lease, (b) the date Tenant voluntarily or involuntarily vacates the Leased Premises, or (c) the date Bank repossesses the Personal Property, during which time Bank may (A) remove the Personal Property, (8) store the Personal Property on the Leased Premises, (C) operate a business on . .. . . ' the Leased Premises similar to that currently being operated by Tenant, and (D) prepare the Personal Property for sale and/or conduct a sale or liquidation of such Personal Property on the Leased Premises. In the event Bank determines that it is necessary to continue to occupy the Premises, Bank shall thereafter pay to Landlord rent for all periods of Bank's occupancy but not for periods of Ten ant's occupancy, in arrears, eQual to the rent previously payable under the Lease and Bank shall be entitled to the benefit of Tenant's security deposits. Such rent shall be prorated for tile number of days Bank occupies the Leased Premises after repossession. Under no circumstances shall Bank be deemed to have abandoned or released the Personal Property except expressly by an instrument in writing. 4. The Landlord will notify any subsequent grantee or owner of the Leased Premises, successor to Landlord, transferee or assignee of the Landlord's interest in the lease of the existence of this Landlord's Waiver, and this Landlord's Waiver shall be binding upon all of the foregoing and all executors, administrators, successors, transferees or assignees of the Landlord. 5. The Bank may assign its rights hereunder and this Landlord's Waiver shall inure to the benefit of the successors and assigns of the Bank. this Landlord's Waiver may be recorded by the Tenant or the Bank. This Landlord's Waiver shall be interpreted under the laws of the Commonwealth of Pennsylvania. 6. This Landlord's Waiver may not be modified except by written consent of the Landlord and t1te Bank and it shall remain in full force and effect until the Bank has removed or abandoned all of the Personal Property and has delivered to the Landlord a release of its rights hereunder. 7. Landlord represents and warrants to the Bank that: (a) The Lease is in full force and effect and has !lot been amended, modified or renewed except as described herein; - tJ..., (T) e, -- --() \ . \.0 C- -...::t-D ,", <s- p, -.....:t- 1'-. ...... N Cl "rl ~ --.. 8 f'('l ('"'....1 -.s ~ r0 (~J "1\ ........, u ........ 'u -".. = '~ -<.U., -.\,. ctS t:::.., ~\ f\" ~.. . . . .. . .4 ~ . 1~ T - COlJ"';' CT C-m-....., :::l",-s I"".T' ,-..- ".- "W:_.....1,.'....--,/ l4 n::.: ",," _.~J,'h"'.... .__ _ 'w....".._.:;;::.,_"'_...............~.'I' ?snr:syl'lc:r: i:: Sebko Associates 'is. Credit Car Company :'fa. 94-7168 Civil Term ---. :?- :-tow, December 23 :9~ Ie s:~~~ 0: C~G:::?...!.A..'rn COr...;l~"f, ?:\., co h=-~ li.;:u= th= ~.s oi Lebanon uu:ry :0 :'-'::-.1t:: =u ',V:::. ::is d.:?u=~ ::~ -.,.:- :1t == ~.:.::n :.:d ~~ vi :=:: ?!:Jl.::.:::r. <., ,,,,." ./...~.. ......II'L.",__ I sa..'1:t ot C;::::,.......:u:d C~WlO'. "3. ASda.vit or Se:-ri~ :-iow, ~~ -. o' .:!cc; ,,(, 1:-.-= == wi."'n 'Jpol1 ~t by ==~ :0 3- cpr at = ~:-:~-..,I ... >nd _!Jr:. lc:owa :0 == ':::::~=::f ~-::::=[. So =sw=. 5hc:a' ot COWlC'T. ? Swot: >nd r~bc:-:bd bc:= =:~_6yoi 19_ COSTS ::.c...,- ';1C:: ~aw:.-\GE A::wA ;17 oS ---~---_. s