Exhibit F
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MASTER LEASE AGREEMENT
RED LION SHOPPING CENTER
THIS MASTER LEASE (the "Lease") is executed and made as of May 31,
2002, by and between API RED LION SHOPPING CENTER ASSOCIATES (herein called
"Landlord"), a New York limited partnership, and SILVER CIRCLE MANAGEMENT CORP.
(herein called "Tenant"), a Delaware corporation, Landlord and Tenant having the
following notice addresses on the date of this Lease (see Sec. 23.03):
Landlord: Tenant:
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API Red Lion Shopping Center Associates Silver Circle Management Corp.
c/o Brentway Management LLC c/o Brentway Management LLC
00 Xxxxx Xxxxxx Xxxxxx, #000 00 Xxxxx Xxxxxx Xxxxxx, #000
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000 Port Xxxxxxxxxx, Xxx Xxxx 00000
FUNDAMENTAL LEASE PROVISIONS
Certain Fundamental Lease Provisions are presented in this Section and represent
the agreement of the parties hereto, subject to further definition and
elaboration in the respective referenced Sections and elsewhere in this Lease:
(a) Term: Commencing on the date hereof (the "Commencement Date") and expiring
on the earlier of (i) Ten (10) years from the Commencement Date or (ii) the date
all of the Premises have been leased to unrelated third-parties in accordance
with the parameters of Section 5 hereof (the "Expiration Date"). (See Sec. 3)
(b) Tenant Store Numbers: 10, 2 (See Exh. B)
(c) Gross Leasable Area ("GLA") of Premises: 49,588 (See Sec. 2)
(d) Minimum Rent: (See Sec. 4)
Period Annual Amount Monthly Amounts Square Foot Rate
------ ------------- --------------- ----------------
Years 1-10 $570,262 $47,521.83 $11.50
(See Sec. 6)
(e) Certain Other Charges Payable by Tenant:
Tax Charge (See Sec. 16)
Common Area Maintenance Charge (See Sec. 10)
Utilities (See Sec. 13)
(f) To Whom Rent
Payable: API RED LION SHOPPING CENTER ASSOCIATES
c/o Brentway Management LLC
00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
(g) Use: Any lawful use or no use (See Sec. 11)
(h) Shopping Center: Red Lion Shopping Center
Red Xxxx Xxxx xxx Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (See Sec. 2)
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W I T N E S S E T H:
1. REFERENCES. References appearing in the Fundamental Lease Provisions
are to designate some of the other places in this Lease where additional
provisions applicable to the particular Fundamental Lease Provisions appear.
Each reference in this Lease to any of the Fundamental Lease Provisions
beginning on Page 1 of this Lease ("Page 1") shall be construed to incorporate
all of the terms provided for under such provisions, and such provisions shall
be read in conjunction with all other provisions of this Lease applicable
thereto. If there is any conflict between any of the Fundamental Lease
Provisions set forth on Page 1 and any other provisions of this Lease, the
latter shall control.
2. PREMISES. For and in consideration of the rents, covenants and
agreements hereinafter reserved and contained on the part of Tenant to be
observed and performed, Landlord demises and Leases to Tenant, and Tenant
Leases, rents, and agrees to accept from Landlord certain premises constituting
a portion of the Shopping Center as more particularly shown on Exhibit A
attached hereto and made a part hereof which premises leased to Tenant
("Premises") are described as follows:
A store without basement having a GLA of Premises, indicated
on the Fundamental Lease Provisions, measured from the center lines of common
walls and from the exterior of any walls not shared by Tenant in common with
others), the approximate boundaries and location of which store are shown on
Exhibit A attached hereto and made a part hereof.
The Premises are demised and leased subject to all zoning
ordinances, laws, ordinances, orders, regulations, rules or requirements of any
federal, state, city, county or other governmental, public or quasi-public
authority, or any department or bureau thereof, now existing or hereafter
created (collectively, "Laws"), and the state of title of the Shopping Center,
and any statement of facts which an accurate survey may disclose, together with
all easements, mortgages, security deeds, deeds of trust, agreements,
encumbrances, and all other liens, charges or other matters of any nature,
recorded, now or hereafter affecting the Premises or the Shopping Center.
3. TERM. The term ("Term") of this Lease shall commence upon
Commencement Date and expire on the Expiration Date.
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4. MINIMUM RENT.
(a) Tenant covenants and agrees to pay to Landlord at the
office of Landlord set forth above, or at such other place as Landlord may
designate from time to time, without notice or demand therefor, and without any
abatement, deduction, reduction, recoupment or set-off whatsoever, a fixed
minimum rental ("Minimum Rent") as set forth on the Fundamental Lease Provisions
which shall be paid monthly in advance commencing on the Commencement Date and
continuing thereafter on the first day of each succeeding calendar month
throughout the Term.
A pro rata monthly installment of Minimum Rent shall be due on the
Commencement Date for the first month of the Term if the Commencement Date is a
day other than the first day of a calendar month. A pro rata monthly installment
of Minimum Rate shall be due on the first day of the last calendar month of the
Term to cover rent for the last month of the term if the Term for any reason
terminates on a day other than the last day of a calendar month.
5. REPLACEMENT OF LEASE. In the event a lease (a "Replacement Lease")
with a retail tenant (subject to the reasonable approval of Landlord, based on
the credit-worthiness of such retail tenant and the proposed use of that portion
of the Premises) for any portion of the Premises is obtained or arranged for a
term of not less than the period from the commencement of such lease until the
date which is ten (10) years from the Commencement Date (or, in the sole
discretion of the Landlord, a shorter term) which provides for aggregate Minimum
Rent and additional rent equal to or greater than the proportionate share of
Minimum Rent and additional rent provided for herein applicable to such portion
of the Premises, then in such event Landlord shall release Tenant from all
obligations with respect to such portion of the Premises, the parties shall
execute an amendment to this Lease reflecting such release, and the Landlord
shall enter into a direct lease with such replacement tenant. Tenant shall be
solely responsible for the cost of all improvements required in connection with
the commencement of such Replacement Lease, provided that Landlord shall
cooperate in making available any escrowed sums being held by any mortgage
lender or servicer for such purpose.
It is the intention of the parties that Tenant not directly operate a
retail store in the Premises, but may, by assignment or sublease, obtain a
subtenant or assignee to conduct such business. It is also the intention of the
parties that in connection with any sublease or assignment that does not qualify
as a Replacement Lease, Tenant shall be entitled to all rent and additional rent
collected from such sublessee or assignee, and conversely, in connection with
the release of Tenant of all obligations with respect to any portion of the
Premises for which a Replacement Lease has been obtained, Landlord shall be
entitled to all rent and additional rent payable under such Replacement Lease.
6. Intentionally Omitted.
7. Intentionally Omitted.
8. LANDLORD'S AND TENANT'S WORK.
Neither Landlord nor Tenant shall be required to perform any
work in connection with the commencement of this Lease.
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9. CONDUCT. Tenant shall not cause or permit any Hazardous Substance
(as hereinafter defined) to be used, stored, generated or disposed of on or in
the Premises by Tenant, Tenant's agents, employees, contractors or invitees,
except for reasonable and customary amounts of cleaning and maintenance related
supplies, without first obtaining Landlord's consent.
If Hazardous Substances are used, stored, generated or disposed of on or in the
Premises whether or not permitted by Landlord or if the Premises become
contaminated in any manner during the Term of this Lease, Tenant shall indemnify
and hold harmless the Landlord from any and all claims, damages, fines,
judgments, penalties, costs, liabilities or losses arising during or after the
Term and arising as a result of such contamination by Tenant. This
indemnification includes, without limitation, any and all costs incurred due to
any investigation of the Shopping Center or any part thereof or any cleanup,
removal or restoration mandated by a Federal, state or local agency or political
subdivision, including without limitation Landlord's professional fees and costs
for review of any clean-up plan and supervision of any clean-up activities.
Without limitation of the foregoing, if Tenant causes or permits the presence of
any Hazardous Substance on the Premises and such results in contamination,
Tenant shall promptly, at its sole expense, take any and all necessary actions
to return the Premises to the condition existing prior to the presence of any
such Hazardous Substance on the Premises. Tenant shall first obtain Landlord's
approval for any such remedial action. As used herein, "Hazardous Substance"
means any substance which is toxic, ignitable, reactive, or corrosive and which
is regulated by any local government, the Commonwealth of Pennsylvania, or the
United States Government. Hazardous Substance includes, but is not restricted
to, any and all material or substances which are defined as "hazardous waste",
"extremely hazardous waste" or a "hazardous substance" pursuant to state,
federal or local government law. Hazardous Substance includes but is not
restricted to asbestos, polychlorobiphenyls ("PCB's") and petroleum and its
components.
10. COMMON AREAS; COMMON AREA MAINTENANCE COST.
(a) Landlord grants to Tenant a non-exclusive license to use
the entrances, exits, parking areas, sidewalks and other portions of the Common
Area (as hereinafter defined) as they are or may be from time to time
constituted and designated by Landlord for the common usage of Landlord and the
tenants of the Shopping Center and their respective successors, assignees,
employees, agents, customers, invitees and licensees. Landlord shall have the
unrestricted right to construct additional improvements in the Shopping Center
or increase, reduce, eliminate, relocate or change the size, dimensions, design
or location of any or all Common Area, buildings, or other improvements in the
Shopping Center from time to time in any manner whatsoever as Landlord shall
deem proper, so long as access or visibility of the Premises is not reduced.
(b) Tenant shall pay to Landlord as additional rent commencing
on the Commencement Date and continuing on the first day of each calendar month
in advance during the Term, Landlord's estimate of Tenant's Proportionate Share
of the Common Area Maintenance Cost (the "Common Area Maintenance Charge"),
which estimate shall be determined by multiplying Landlord's estimate of the
Common Area Maintenance Cost of the Shopping Center by a fraction, the numerator
of which shall be the total gross square footage of the Premises, and the
denominator of which shall be the total square footage of leaseable space in all
of the buildings in the Shopping Center, as determined by Landlord (said
fraction being herein called "Tenant's Proportionate Share").
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"Common Area Maintenance Costs" shall mean the total costs and
expenses incurred in operating, maintaining, repairing and replacing the Common
Area including without limitation the costs and expenses of: repairing (but not
replacing) structural elements of all buildings in the Shopping Center
(including floors, walls, foundations and roofs); painting; decorating; paving;
lighting; electrical power; sanitary control; maintaining, operating and
repairing all sprinkler and suppression systems in all buildings in the Shopping
Center; removal and/or relocation of snow and ice; removal and other treatment
of trash, garbage and other refuse; cleaning of Shopping Center; gardening,
maintenance and operation of underground sprinklers and landscaping; lighting;
heating, ventilating and air conditioning; fire protection; water and sewer
charges; insurance carried by Landlord covering any portion of the Shopping
Center, including without limitation, public liability, personal and bodily
injury and property damage liability and automobile coverage, fire and extended
coverage, sign, vandalism and malicious mischief and all broad form coverage,
sign insurance, rent insurance and any other insurance including umbrella
coverage that may be carried by Landlord covering any portion of the Shopping
Center, all in limits selected by Landlord and the costs of financing any
premium installment or the cost of paying any premium in installments; operation
of loudspeakers and any other equipment supplying music to the Common Area or
any parts thereof; operation of public toilets, if any; installing and renting
of signs; maintenance and repair of utility systems serving the Common Area and
any buildings in the Shopping Center, including water, sanitary sewer and storm
water lines, electric and other utility lines and pipes; security costs; the
cost of operating machinery and equipment owned in and used in the operation,
policing, maintenance and repair of the Common Area or the rental charges for
such machinery and equipment; holiday promotions and decorations; the cost of
personnel (including applicable payroll taxes, workmen's compensation insurance
and disability insurance) to implement all of the foregoing, including the
policing of the Common Area; refurbishing the Common Area. Landlord may cause
any or all of said services to be provided by an independent contractor or
contractors. Common Area Maintenance Costs shall exclude the following:
(i) expenses incurred specifically for other tenants,
(ii) any expenses which are capital expenditures, (iii) costs which are
reimbursable by other tenants or insurance proceeds, (iv) leasing commissions,
(v) attorneys' fee involving disputes with other tenants and (vi) the cost of
any administrative staff or personnel.
(c) At any time after the expiration of each calendar year
during the Term, Landlord shall determine the total actual Common Area
Maintenance Cost for such calendar year, together with the determination of
Tenant's Proportionate Share thereof. In the event the amounts for such
preceding calendar year paid by Tenant under this Paragraph 10 shall be less
than Tenant's Proportionate Share thereof, as so determined by Landlord, the
deficiency shall be paid by Tenant to Landlord within thirty (30) days after
notice of such determination, or, in the alternative, any payment made by Tenant
under this Paragraph 10 in excess of Tenant's Proportionate Share shall be
credited to the next sums due from Tenant under this Paragraph 10, unless at the
end of the Term in which case there shall be a refund.
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(d) "Common Area" shall mean, but not necessarily be limited
to, (i) that part of the Shopping Center on which no building is constructed for
the sale or rental of merchandise or the rendition of services to the general
public, (ii) all areas and space provided by Landlord for the common or joint
use and benefit of tenants in the Shopping Center (including any expansion
thereof to adjacent and contiguous land) their employees, agents, customers and
other invitees, including parking areas, access roads, driveways, retaining
walls, landscaped areas, truck serviceways or tunnels, pedestrian walks, outside
courts and curb cuts and (iii) all other portions of the Shopping Center not
leased or leaseable to tenants. Off-site improvements (such as, by way of
illustration only, access roads, traffic lights, private or public sewage
treatment plants, sewer connections, pipes and appurtenances and basins for the
retention of run-off waters) which are necessary to the operation of the
Shopping Center and which are required to be maintained by Landlord shall be
included in the definition of Common Area, but nothing contained in this Lease
shall require the Landlord to carry insurance on areas outside of the Shopping
Center unless the Landlord is otherwise required to carry such insurance.
11. USE OF PREMISES; COMPLIANCE WITH LAWS.
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The Premises shall be used for any lawful use or for no use, all in
accordance with the Laws and subject to the restriction of this paragraph 11.
(a) In no event shall the Premises or any portion thereof be
used in the following manner, or for any of the following purposes: (i) any
illegal usage, (ii) in violation of any Laws or certificate of occupancy
covering the Premises, (iii) any manner which creates or permits a nuisance or
trespass, (iv) any manner which produces, reproduces, or transmits sounds which
are audible outside the Premises (other than in connection with construction),
(v) any hazardous or wasteful manner, (vi) any manner which exceeds the floor
load which such floor was designed, or is permitted by law, to carry, (vii) any
manner which violates any exclusive usage rights granted to any other tenants in
the Shopping Center, (viii) vending machines or coin or token operated amusement
devices, (ix) an auction, fire, bankruptcy, going out of business sale or
similar type sale, or for any unethical method of business, (x) any manner which
causes or permits any objectionable noise, odors, fumes, dust or vapors to
emanate or to be dispelled from the Premises, or (xi) any form of assignation or
lewdness, or any form of establishment employing partially or totally nude
entertainers, employees or waiters or waitresses, or any usage as an adult
entertainment facility, massage parlor, bathhouse, or facility or entertainment
which caters to the prurient interests of patrons, including but not limited to,
the depiction of "X-Rated" or sexually explicit conduct or nudity by movies,
peep shows, live entertainment, or the sale of books, magazines, or other
periodicals, or sex-centered objects.
(b) Tenant shall not permit usage of the front entrance of the
Premises for truck delivery or pick-up of merchandise or supplies, unless such
front entrance is the only means of access to the Premises. Tenant shall not
burn nor permit to be burned any materials or rubbish upon or in the Premises or
Shopping Center.
(c) Tenant shall not violate, nor permit the Premises to be in
violation of any Laws, irrespective of whether such Laws be of a kind that might
be deemed to be now within the contemplation of the parties hereto.
12. Intentionally Omitted.
13. UTILITIES AND SERVICES. Tenant shall pay when due all costs,
charges and deposits related to the hook-up, furnishing, consumption,
maintenance and installation of water, water pressure, gas, electricity, fuel,
light, heat, power, telephone, sewage service, trash removal, sanitary charges
and assessments, security protection or any other utilities or services
(collectively, "Utilities") attributable to or serving the Premises whether
located in or outside the Premises, provided, however, that Landlord shall be
entitled, but not required, to pay any costs or charges, or Landlord's estimate
of Tenant's pro rata share of same, and all amounts so paid by Landlord shall be
payable by Tenant to Landlord upon demand, and shall constitute additional rent
hereunder. Landlord shall have no liability to Tenant or any other party for any
inadequacy, cessation, or interruption of any Utilities. Tenant covenants and
agrees not to install or utilize any equipment which may or will exceed or
overload the capacity of any Utilities furnished or servicing the Premises or
Shopping Center.
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14. REPAIRS BY LANDLORD. Landlord's only obligation with respect to the
Premises shall be to make necessary roof repairs and structural repairs to the
exterior walls and other load bearing walls and foundation and slab of the
Premises. Notwithstanding the provisions of the first sentence of this Xxxxxxxxx
00, Xxxxxxxx shall have no obligation whatsoever to perform any repair,
replacement, rebuilding, painting, cleaning, or maintenance, structural or
non-structural, foreseen or unforeseen, ordinary or extraordinary: (a) to any
exterior or interior portions of any windows, doors, glass, plate glass, store
fronts, locks, hardware, signs, or any casing frames, or caulking which support
or surround same, or (b) made necessary by or arising out of any act or omission
or negligence of Tenant, or any assignee, subtenant or concessionaire of Tenant,
or their respective employees, agents, servants, invitees, licensees, visitors
or contractors. From and after the Commencement Date, Landlord shall have no
obligation to inspect the Premises. Tenant shall promptly report in writing to
the Landlord any defective condition which Landlord is required to repair, and
failure to so report in writing any such defective condition shall make Tenant
liable to Landlord for any liability incurred by Landlord arising out of or
related to such defective condition. Landlord's obligation to repair as set
forth in the first sentence of this Paragraph 14 is conditioned upon actual
receipt by Landlord of written notice of the need for such repair, after receipt
of which Landlord shall be obligated to commence such repair within a reasonable
time.
15. REPAIR AND MAINTENANCE BY TENANT. Except as otherwise set forth in
this Lease, the Premises are being leased to Tenant in their "as is" condition
without any warranty or representation (expressed or implied). Tenant shall keep
and maintain the Premises and all buildings and improvements thereon and all
portions thereof, throughout the Term in good order, condition and repair. Any
and all such repairs, replacements, rebuilding, painting, cleaning and
maintenance shall be performed at Tenant's sole expense with materials and labor
of the kind and quality equal or superior to the original work. Tenant's repair
obligations shall also include, without limitation, all roof and structural
repairs which the Landlord is not obligated to make pursuant to Paragraph 14.
Tenant shall commit no waste, damage or injury to the Premises or any part or
system thereof. Tenant further covenants and agrees to surrender the Premises at
the expiration of the Term as same may be broom clean and in as good condition
as when delivered to Tenant or in such better condition as the Premises may be
put during the Term, excepting only deterioration caused by normal and ordinary
wear and tear or by fire or other casualty covered by insurance.
In the event (a) Tenant fails to promptly repair, replace,
rebuild, paint, clean or maintain the Premises or any portion thereof as
required, thereunder, (b) Landlord, in the exercise of its reasonable
discretion, determines that emergency repairs, replacement, rebuilding,
painting, cleaning or maintenance for which Tenant is responsible are necessary
or desirable or (c) any repairs, replacement, rebuilding, painting, cleaning or
maintenance to the Shopping Center or to the Premises are made necessary by any
act or omission or negligence of Tenant, its agents, employees, subtenants,
assignees, concessionaires, contractors, invitees, licensees, or visitors, then,
in any of such events, Landlord shall be entitled, but not obligated to perform
or cause to be performed such repairs, replacement, rebuilding, painting,
cleaning, or maintenance without incurring any liability to Tenant for any
damage caused thereby, and Tenant shall pay to Landlord upon demand, as
additional rent, the cost thereof.
16. TAXES.
(a) Tenant covenants and agrees to pay to Landlord, as
additional rent, without offset or deduction, the sums computed in this
Paragraph 16 (the "Tax Charge").
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(b) The following definitions shall apply to this Paragraph
16: (i) the term "Tenant's Proportionate Share" shall have the definition set
forth in Paragraph 10(b), and (ii) the term "Taxes" shall mean all real estate
taxes, ad valorem taxes, assessments (including, without limitation, general and
special assessments for public improvements or benefits whether or not commenced
or completed during the Term), sanitary and trash removal assessments, water
charges or sewer rents and any and all other taxes and assessments levied,
assessed or imposed against the Shopping Center to any portion thereof at any
time whether general or special, ordinary or extraordinary, unforeseen or
foreseen, of any kind and nature whatsoever, whether in lieu of or in addition
to so called "real estate taxes" by any governmental authority together with
interest paid on any installment payments.
Taxes shall also include any tax or excise on, or measured in
whole or in part by, rents or gross receipts or any other tax however
characterized unless in the nature of a franchise tax or a tax on Landlord's
profit unless such franchise tax or tax on profits shall be in lieu of "so
called" real estate taxes in which case such franchise taxes and taxes on
profits shall be included in the definition of Taxes.
Notwithstanding any provision herein to the contrary, "Taxes"
shall not include Philadelphia Use and Occupancy Taxes, which are due from space
tenants (doing business other than operating as a landlord), but collected and
paid by owners. Accordingly, to the extent Use and Occupancy Taxes are collected
by Tenant from space tenants (subtenants), same shall be paid over to Landlord
for payment to the taxing authority. Tenant shall have no other obligation
(other than required disclosure/reporting) in connection therewith.
(c) Tenant shall pay to Landlord, as additional rent,
throughout the Term, commencing on the Commencement Date and continuing
thereafter on the first day of each month in advance, such amount as Landlord
shall estimate or determine to be equal to one-twelfth (1/12) of Tenant's
Proportionate Share of the Taxes for the then current calendar and/or fiscal
year as the case may be with respect to impositions which are part of the Taxes.
Upon final determination of the Taxes for such year, Landlord shall compute
Tenant's Proportionate Share thereof, and a summary and copy of the xxxx shall
be furnished to Tenant reflecting the actual amount of the Taxes for such year.
In the event the additional rent paid by Tenant during the preceding period
shall be in excess of Tenant's Proportionate Share, the excess shall be credited
against the next ensuing payments due from Tenant under this Paragraph 16; in
the event the amount paid by Tenant shall be less than Tenant's Proportionate
Share, then Tenant shall pay the remaining balance to Landlord within ten (10)
days after such notice is furnished. The notice so furnished to Tenant shall
also include a computation of the estimated sums to become due from Tenant each
month for the ensuing year under this Paragraph and the monthly payments to be
made under this Paragraph 16 shall be adjusted accordingly for such ensuing
year.
(d) A pro rata installment of Tenant's Proportionate Share of
such Taxes shall be due for the last year of the Term if the Term for any reason
terminates on a day other than the 31st day of December or end of other
applicable fiscal year. The obligation of Tenant with respect to this Paragraph
16 shall survive the expiration of the Term it being recognized by the parties
hereto that the recovery of Tenant's Proportionate Share hereunder is a recovery
for the year in which payable hereunder.
(e) Landlord may, at Landlord's option, contest any and all
Taxes, and the cost for any such protest (including attorney's fees) shall be
considered part of the Taxes.
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(f) Any delay or failure of Landlord in computing or billing
shall not prejudice the right of Landlord to thereafter render bills (or correct
bills previously submitted) for such period of any subsequent period, nor
constitute a waiver of, nor in any way impair the continuing obligation of
Tenant to pay Tenant's Proportionate Share of such Taxes. Photostatic copies of
bills for taxes submitted by Landlord to Tenant shall be conclusive of the
actual amount thereof. Upon request from the Tenant, Landlord shall supply a
copy of the receipted xxxx.
17. Intentionally Omitted.
18. SIGNS. Tenant shall not place or maintain, without first obtaining
prior consent from all governmental bodies having jurisdiction thereof, if
required, any lettering, signs, awnings, advertising matter, or any other items
of any kind on the roof, door, windows, store front, or the exterior of the
Premises or Common Area, or in the interior of the Premises within three feet of
the front of the Premises ("Signs").
19. LIENS.
(a) Tenant shall promptly pay for all work, labor or services
done, or materials furnished for any work, repair, rebuilding, replacement,
painting, cleaning, maintenance, improvement, alteration or additions performed
by or on behalf of Tenant or any party holding the Premises through or under
Tenant, and Tenant shall not permit any mechanic's, materialmen's, or any other
type of lien or claim of lien to be filed against the Premises by reason of or
related to any work, labor, services or materials supplied or claimed to have
been supplied to Tenant or anyone holding the Premises through or under Tenant.
If any such mechanic's, materialman's, or other lien or claim of lien shall at
any time be filed against or affecting Landlord, the Premises or the Shopping
Center, whether said lien or claim of lien be valid or not, Tenant shall
indemnify and hold Landlord harmless from same and shall within twenty (20) days
after notice of the filing thereof, cause such lien to be cancelled and
discharged of record. If Tenant shall fail to cause such lien to be cancelled
and discharged within such twenty (20) day period, then in addition to any other
right or remedy of Landlord, Landlord shall be entitled, but not obligated, to
discharge such lien in any manner that Landlord shall in its sole discretion
determine, and the cost of so doing, including attorneys' fees, shall be repaid
by Tenant to Landlord, as additional rent, immediately upon demand. Nothing in
this Lease shall be construed in any way as: (a) constituting the consent,
authorization or request, express or implied, of Landlord to any contractor,
subcontractor, laborer, mechanic, materialman or any other party for cleaning,
maintenance, improvement, alteration or addition of or to the Premises or
Shopping Center, or for the benefit of Landlord; or (b) giving Tenant the right,
power or authority to act as agent of Landlord or on behalf of Landlord in
furnishing any materials or causing, contracting for, or permitting any work,
labor, services, maintenance, improvement, alteration or addition of or to the
Premises or Shopping Center. Notice is hereby given that Landlord shall not be
liable for any labor or materials or services furnished or to be furnished to
Tenant upon credit, and that no mechanic's, materialman's or other lien or claim
of lien for any such labor, materials or services shall attach to or affect the
fee or reversionary or other estate or interest of Landlord in the Premises or
Shopping Center.
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(c) All construction done by Tenant at the Premises including
the construction and installation of alterations, fixtures and signs, and any
maintenance or repair (collectively, "Construction") shall be performed in a
first class and workmanlike manner, using materials at least equal in kind and
quality to those used at the original construction of the Premises, in
accordance with the accepted standards of the industry, and in compliance with
all laws, with the provisions of this Lease. All Construction done by Tenant
shall be conducted and coordinated so as to minimize interference with other
work in progress at the Shopping Center or with the transaction of business by
the other tenants at the Shopping Center. In connection with any such
Construction, Tenant shall apply for, obtain and display any required permits,
certificates or approvals, including any applicable certificates from the Board
of Fire Underwriters or similar body having jurisdiction and shall provide
Landlord with copies of any such permits, certificates or approvals.
20. INDEMNITY; LIABILITY OF TENANT AND LANDLORD.
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(a) Tenant shall, and does hereby, indemnify, release and save
harmless Landlord, and Landlord's partners, agents, officers, servants,
employees, officers, attorneys, shareholders and directors (collectively,
"Landlord Group") from and against any and all suits, actions, judgments,
damages, costs, expenses, and attorney's fees incurred in the defense of any
actions or proceedings arising out of or related to any loss of life, bodily or
personal injury, property damage, or other demand, claim or action of any nature
arising out of or related to any default by Tenant under this Lease or any
transaction or occurrence in, on, or involving the Premises, except those caused
by the negligence or willful misconduct of Landlord or its agents or employees.
(b) Landlord shall, and does hereby, indemnify, release and
save harmless Tenant, and Tenant's partners, agents, officers, servants,
employees, officers, attorneys, shareholders and directors (collectively,
"Tenant Group") from and against any and all suits, actions, judgments, damages,
costs, expenses, and attorney's fees incurred in the defense of any actions or
proceedings arising out of or related to any loss of life, bodily or personal
injury, property damage, or other demand, claim or action of any nature arising
out of or related to any default by Landlord under this Lease or any transaction
or occurrence in, on, or involving the Common Area, or Shopping Center other
than the Premises, except those caused by the negligence or willful misconduct
of Tenant or its agents or employees.
(c) Anything in this lease to the contrary notwithstanding,
neither Landlord nor Landlord Group shall have personal liability hereunder and
Tenant shall look solely to the estate and property of Landlord in the land and
buildings comprising the Shopping Center for the collection of any judgment or
other judicial process arising out of any default or breach by Landlord with
respect to any of the terms of covenants of this lease to be observed or
performed by Landlord, and no other assets of Landlord or Landlord Group shall
be subject to levy, execution or other procedures for the satisfaction of
Tenant's remedies.
(d) This Paragraph 20 shall survive the termination of this
Lease, but only with respect to occurrences during the Lease Term.
21. Intentionally Omitted.
22. DAMAGE BY FIRE OR OTHER CASUALTY. Tenant shall immediately notify
Landlord of any damage or destruction to the Premises and, if Landlord shall not
terminate this Lease as hereinafter provided, Landlord shall repair and restore
the Premises to substantially its condition as of the Commencement Date. If
during the last three (3) years of the Term the Premises shall be substantially
damaged or destroyed by fire or other casualty, either Tenant or Landlord may
terminate this Lease by giving notice of its election to terminate, such notice
to be given within ninety (90) days after the occurrence of such damage or
destruction. Tenant shall be entitled to an abatement of rent to the extent such
rent is reimbursed to Landlord by rent insurance, the cost of which is covered
as a Common Area Maintenance Cost.
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23. ASSIGNMENT AND SUBLETTING.
(a) Tenant shall have the absolute right to assign its rights
under this Lease or sublet all or any portion of the Demised Premises without
the consent of Landlord.
(b) No assignment of this Lease, or subletting of the Premises
by Tenant or any successor to Tenant or any portion thereof shall release or
discharge Tenant hereunder from any of its obligations to be performed under
this Lease, except as set forth in Paragraph 5 hereof.
24. CONDEMNATION. In the event that the whole of the Premises shall be
lawfully condemned or taken in a manner for any public or quasi-public use, or
conveyed in lieu thereof, this Lease shall terminate as of the date of vesting
of title. In the event that only a portion of the Premises or a portion of the
Common Areas shall be so condemned or taken then, effective as of the date of
vesting of title, the Minimum Rent or a portion of the Common Areas hereunder
shall be abated in an amount directly proportionate to the reduction in market
rental value of the Leased Premises as may be reasonably attributable to such
condemnation and Tenant's Proportionate Share shall be adjusted accordingly.
Except in the event of a total condemnation, Landlord, upon receipt of the award
in condemnation, shall make necessary repairs and alterations ("Condemnation
Repairs") so as to constitute the Premises an architectural unit.
25. DEFAULT; REMEDIES.
(a) Tenant shall be in default under this Lease upon the
occurrence of any one or more of the following events or occurrences (an "Event
of Default"):
(i) Landlord does not actually receive any payment of
the full amount of the Minimum Rent or additional rent or other rent or other
payment or reimbursement due hereunder within ten (10) days after notice of
non-payment thereof;
(ii) Tenant fails to fully and timely observe or
perform any of the terms or covenants of this Lease other than those referred to
in the foregoing Paragraph 25(a)(i) within thirty (30) days after Landlord gives
notice to Tenant specifying the nature of such failure; or
(iii) The filing or execution or occurrence of: (aa)
a petition by or against Tenant in bankruptcy or seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any provision of law, (bb) adjudication of Tenant as a bankrupt or
insolvent, (cc) an assignment by Tenant for the benefit of creditors.
(b) Upon the occurrence of one or more of the aforesaid Events
of Default set forth in Paragraph 25(a), , and the elapse of the grace period,
if any, set forth herein, Landlord may, at Landlord's option, after ten (10)
days notice:
(i) Terminate this Lease by giving Tenant notice of
termination, in which event this Lease shall expire and terminate on the date
specified in such notice of termination, which date shall be ten (10) days after
such notice of termination, with the same force and effect as though the date so
specified were the date herein originally fixed as the termination date of the
Term, and all rights of Tenant under this Lease and in and to the Premises shall
expire and terminate, and Tenant shall remain liable for all obligations under
this Lease arising up to the date of such termination, and Tenant shall
surrender the Premises to Landlord on the date specified in such notice; or
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(ii) Terminate this Lease as provided in Paragraph
25(b)(i) hereof and recover from Tenant a judgement in the aggregate amount of
all damages Landlord may incur by reason of Tenant's default, including, without
limitation, a sum which, at the date of such termination, represents the then
value of the excess, if any, of (aa) the Minimum Rent, Taxes and all other sums
which would have been payable hereunder by Tenant for the period commencing with
the day following the date of such termination and ending with the date
hereinbefore set for the expiration of the then Term hereby granted, provided
that such judgement shall, by its terms, be payable monthly over what would
otherwise have been the remaining term of this Lease. Landlord shall be required
to mitigate its damages and to offset any amount due under such judgement by the
net amount received by Landlord from any replacement tenant; or
(iii) Perform any covenant or agreement required to
be performed by Tenant under this Lease but which Tenant has failed to perform,
provided Landlord has first given notice to Tenant of its intention to do so.
Any costs incurred by Landlord in performing such covenant or agreement shall be
reimbursed within 15 days after notice thereof; or
(iv) Draw an amount equal to the unpaid sum which is
the subject of the Event of Default from the escrow deposit or letter of credit,
as applicable, established in accordance with Section 51 hereof.
(c) Neither the commencement of any action or proceeding, nor
the settlement thereof, nor the entry of judgment thereon shall bar Landlord
from bringing subsequent actions or proceedings from time to time, nor shall the
failure to include in any action or proceeding any sum or sums then due be a bar
to the maintenance of any subsequent actions or proceedings for the recovery of
such sum or sums so omitted.
(d) The prevailing party in any litigation shall be entitled
to receive from the other party all costs, expenses and attorneys' fees that may
be incurred or paid by such prevailing party in connection with such litigation.
26. MORTGAGES.
(a) Upon request by any holder of a mortgage ("Mortgagee")
which now or hereafter has a mortgage encumbering the Shopping Center
("Mortgage"), and provided the Mortgagee agrees to deliver to Tenant an
agreement not to disturb Tenant's quiet enjoyment of the Premises as long as
Tenant is not in default under this Lease, Tenant covenants and agrees to
subordinate Tenant's rights under this Lease to such Mortgagee, and to any and
all advances to be made under its Mortgage and the interest thereon, and to all
renewals, modifications, replacements, and extensions thereof. Tenant also
agrees that any Mortgagee may elect to have this Lease made prior to the
Mortgagee's Mortgage, and in the event of such election and upon notification by
any such Mortgagee to Tenant to that effect, this Lease shall be deemed prior in
lien to any such Mortgage, whether this Lease is dated or filed prior to or
subsequent to the date of the Mortgage. Tenant agrees to such modifications of
this Lease as Mortgagee may request so long as such changes do not materially
and adversely increase Tenant's obligation or decrease Landlord's obligations.
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(b) Tenant shall, in the event of the exercise of the power of
sale or deed in lieu of foreclosure under any Mortgage covering the Shopping
Center, attorn to and recognize such purchaser as landlord under this Lease;
provided that said purchaser shall not be liable for any act or omission of any
prior landlord or be subject to any offsets or defenses which Tenant may have
against any prior landlord. Tenant further covenants and agrees that, should any
party so succeeding to the interest of Landlord require a separate agreement of
attornment regarding the matters covered by this Lease, and provided the
Mortgagee agrees to deliver to Tenant an agreement not to disturb Tenant's quiet
enjoyment of the Premises as long as Tenant is not in default under this Lease,
then Tenant shall promptly, upon request, enter into any such attornment
agreement. Failure of Tenant to execute any statements, certificates or
instruments necessary or desirable to effectuate the provisions of this
Paragraph within twenty (20) days after written request to do so by Landlord,
shall constitute a breach of this Lease. Tenant hereby irrevocably appoints
Landlord as attorney-in-fact for Tenant with full power and authority to execute
and deliver in the name of Tenant any such statements or instruments.
(c) At any time and from time to time, Tenant agrees, upon
request from Landlord, to execute, acknowledge and deliver to Landlord or any
potential purchaser of the Shopping Center, or to any mortgagee or potential
mortgagee, within twenty (20) days after request, an estoppel certificate or
statement in writing certifying to all or any part of the following information
as Landlord shall request, to the extent such facts are true and ascertainable:
(i) that this Lease constitutes the entire agreement between Landlord and Tenant
and is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modification), (ii) the amounts of Minimum Rent, additional rent and other
charges under this Lease and the dates to which same have been paid, and that
there are no prepaid rents or other sums hereunder, and the amount of security,
if any, deposited with Landlord, (iii) that there are no defaults or offsets
which Tenant has against enforcement of this Lease by Landlord, and (v) the
actual Commencement Date and expiration date of this Lease. Tenant's certificate
or statement shall also contain such other information as may be reasonably or
customarily required by the present or potential landlord or mortgagee. Failure
of Tenant to execute any statements, certificates or instruments necessary or
desirable to effectuate the provisions of this Paragraph 26 within twenty (20)
days after written request to do so by Landlord shall constitute a breach of
this Lease.
27. SUCCESSORS AND ASSIGNS. The provisions of this Lease shall bind and
inure to the benefit of Landlord and Tenant and their respective successors,
heirs, legal representatives, and permitted assigns. Upon any sale or conveyance
of the Premises, the Landlord named herein shall be, and hereby is, entirely
free and relieved of all covenants and obligations of Landlord hereunder arising
or occurring on or after such sale or conveyance.
28. ACCESS TO PREMISES. Landlord shall be entitled upon notice to
Tenant (except no notice shall be necessary in the event of an emergency) to
have free access to the Premises at all times for purposes of inspecting,
examining, showing or displaying same, for making any repairs thereto or to
Landlord's adjourning property. Landlord shall use reasonable efforts to not
unreasonably interfere with the operation of Tenant's business during such
entry. Any such entry or action shall not be deemed an actual or constructive
eviction or disturbance by Tenant, nor shall Tenant be allowed any abatement of
rent of any sort, or damages for any injury and inconvenience occasioned
thereby. Nothing contained in this Paragraph 28 or elsewhere in this Lease shall
obligate Landlord in any fashion under any circumstances to enter or inspect the
Premises.
29. TERMINATION. No termination of this Lease prior to the normal
expiration thereof, by lapse of time or otherwise, shall affect Landlord's right
to collect rent for the period prior to termination thereof, except as otherwise
set forth herein. No surrender of the Premises or any party thereof by delivery
of keys or otherwise shall operate to terminate this Lease unless and until
accepted in writing by an authorized officer or authorized representative of
Landlord.
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30. ESTATE IN LAND. This Lease shall create the relationship of
Landlord and Tenant between the parties hereto, and no estate shall pass out of
Landlord. Tenant has only a usufruct hereunder, not subject to levy and sale,
and not assignable by Tenant except as provided in Paragraph 23 hereof.
31. Intentionally Omitted.
32. INTEREST; ATTORNEYS' FEES.
(a) All Minimum Rent, additional rent, other rent, and any
other costs, expenses, sums or amounts payable or reimbursable hereunder by
Tenant to Landlord shall be deemed to be rental hereunder whether or not
designated as such, which, if not promptly paid on or before the date due, time
being of the essence, shall bear interest at the rate of two percentage points
in excess of the prime rate published in the Wall Street Journal or its
successor (but in no event higher than the highest rate enforceable by law) from
the due date until paid.
33. RECORDING. Neither the Lease nor a memorandum of the Lease may be
recorded without the consent of the Landlord.
34. NON-WAIVER.
(a) No failure by Landlord to timely xxxx Tenant for any
payments hereunder, or to insist upon the strict performance, in any of one or
more instances, upon any breach of any term, covenant, or condition herein
contained shall be deemed to be a waiver of such term, covenant or condition,
nor of any subsequent breach of the same or any other term, covenant or
condition herein contained. Any subsequent acceptance by Landlord of any Minimum
Rent, additional rent, other rent, or any other sums due hereunder shall not be
deemed to be a waiver of any preceding breach or default by Tenant of any term,
covenant, or condition of this Lease regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such sum. No covenant term, or
condition of this Lease shall be deemed to have been waived by Landlord unless
such waiver be in writing by an authorized officer of Landlord.
(b) No payment by Tenant or receipt by Landlord of an amount
less than the entire Minimum Rent or other rent or other sum herein stipulated
shall be deemed a waiver of Landlord's right to receive the entire amount herein
stipulated. No partial payment or endorsement on any check or any letter
accompanying such payment or rent shall be deemed an accord and satisfaction,
and Landlord may accept such payment without prejudice to Landlord's right to
collect the balance of any rents due under this Lease. After service of any
notice of termination, or other notice, or commencement of any suit or
dispossessory or distress proceeding, Landlord may receive and collect any rent
due and such collection or receipt shall not operate as a (a) reinstatement,
continuance, renewal, or extension of the Term of (b) waiver affecting such
notice, suit or proceeding.
35. Intentionally Omitted.
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36. SEVERABILITY. If any clause, provision, subparagraph or paragraph
of this Lease is or becomes unconstitutional, illegal, invalid, or unenforceable
because of present or future Laws, the remaining parts of this Lease shall not
be affected thereby unless such invalidity is, in the sole determination of
Landlord, an essential element of this Lease in which event Landlord has the
right to terminate this Lease on written notice to Tenant.
37. Intentionally Omitted.
38. NOTICES. All notices, consents, approvals or demands with respect
to this Lease shall be in writing, and if to Tenant the original shall be sent
by certified or registered mail, return receipt requested, or overnight courier
to the Tenant specified in the Fundamental Lease Provisions or to such other
persons at such other addresses as Tenant shall notify Landlord in accordance
with this Paragraph. All notices or demands to Landlord shall be sent certified
mail or registered mail, return receipt requested, or national overnight
commercial courier to the address of Landlord specified in the Fundamental Lease
Provisions or to such other persons and at such other places as Landlord may
designate to Tenant in writing in accordance with this Paragraph. All such
notices shall be deemed effective upon delivery or refusal to accept delivery.
Upon request by Landlord or any Mortgagee of the Shopping Center, a copy of all
notices or demands to Landlord shall also be sent to such Mortgagee(s).
39. FORCE MAJEURE. The parties hereto shall be excused for the period
of any delay in the performance of any obligations hereunder, when prevented
from so doing by cause or causes beyond such party's control which shall
include, without limitation, industry-wide labor disputes, civil commotion, war,
war-like operations, invasion, rebellion, hostilities, military or usurped
power, sabotage, governmental regulations or controls, fire or other casualty,
inability to obtain any material, services or through acts of God except that in
no event shall Tenant's obligation to pay Minimum Rent, or any additional rent
be affected by the provisions of this Paragraph.
40. BROKERAGE. Landlord and Tenant each warrants to the other that it
had no dealing with any broker or agent in connection with this Lease. Tenant
agrees to hold harmless and indemnify the Landlord from and against any and all
costs, expense or liability (including attorneys' fees) for any compensation,
commissions and charges claimed by any broker or agent by reason of any broker
or agent having had conversations or dealings with Tenant with respect to this
Lease or the negotiation thereof.
41. LANDLORD'S LIABILITY. In the event of a sale by Landlord of its
interest in the Shopping Center or in the event of the creation by Landlord of a
Lease of all or substantially all of the Shopping Center, then the transferor or
the lessor, as the case may be, shall thereafter be entirely relieved of all
terms, covenants and obligations thereafter to be performed by Landlord under
this Lease to the extent of interest or portion so sold, transferred or leased.
42. CAPTIONS. The captions of Paragraphs hereunder are inserted only as
a matter of convenience and, for reference, and in no way define, limit, or
describe the scope or intent of this lease nor in any manner affect this lease.
43. ENTIRE AGREEMENT; AMENDMENT; CONSENTS. This Lease and all exhibits
or riders attached hereto (if any) set forth the entire agreement between the
parties hereto concerning the Premises and no representations, inducements,
promises and agreements, oral or otherwise, between the parties not embodied
herein, shall be of any force and effect. No amendment, modification,
termination, change or addition to this lease shall be binding upon either party
unless reduced to writing and signed by Tenant and Landlord. Any consent
required or requested of Landlord under this Lease or any portion thereof shall
not be unreasonably withheld or delayed.
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44. JURISDICTION AND VENUE. The parties agree that with respect to any
dispute arising under or in connection with this Lease that the exclusive
jurisdiction and venue shall reside with the Court of Common Pleas of
Philadelphia County, Pennsylvania, and/or the United State District Court for
the local District of Pennsylvania, and such appellate courts as have
supervision thereover, and the parties agreed to submit to such exclusive
jurisdiction and venue, and service of process by certified mail to the
addresses for notice set forth in Paragraph 38 hereof.
45. TENANT OBLIGATIONS. All rent payable under this Lease shall be
absolutely "net" to the Landlord except as to the obligations of Landlord
contained herein, and accordingly, all costs, expenses, and obligations of every
kind related to all taxes, insurance, repair, replacement, rebuilding, painting,
cleaning, maintenance, operation, and upkeep of the Premises which are not
specifically assumed by Landlord in this Lease are deemed to be the
responsibility of Tenant. If Tenant shall default in the full and punctual
keeping, observance, or performance of any provision or obligation of Tenant's
under this Lease, Landlord, without thereby waiving such default, may perform
the same for the account and at the expense of Tenant (but shall have no
obligation to do so), after reasonable notice by Landlord to Tenant of
Landlord's intention to do so. Any expense incurred by Landlord in connection
with any such performance by Landlord for the account of Tenant, shall
immediately be due and payable by Tenant to Landlord as additional rent under
this Lease, and in the event of non-payment of same, Landlord shall have all of
the rights and remedies provided for herein or by law in the case of non-payment
of rent. Notwithstanding any default by Landlord hereunder, Tenant shall not be
entitled to terminate this Lease, nor receive any abatement, deduction,
deferment, suspension, or reduction or setoff, defense or counterclaim against
any rentals, charges, or other sums payable by Tenant under this Lease, it being
the intention that the obligations of Landlord and Tenant hereunder shall be
separate and independent covenants and agreements, and that the Minimum Rent,
and all other charges and sums payable by Tenant hereunder shall continue to be
payable in all events unless the obligation to pay the same shall be terminate
pursuant to the provisions of this Lease.
46. Intentionally Omitted.
47. TRANSFER TAXES. Landlord and Tenant shall pay in equal shares any
and all transfer taxes arising out of this Lease or the recording of a
memorandum thereof.
48. Intentionally Omitted.
49. QUIET ENJOYMENT. Upon payment by Tenant of the rents herein
provided, and upon the observance of all covenants, terms and conditions on
Tenant's part to be observed and performed, Tenant shall peaceably and quietly
hold and enjoy the Premises for the Term without hindrance or interruption by
Landlord or any other person or persons lawfully claiming by, through or under
Landlord, subject, nevertheless, to the terms and conditions of this Lease, and
any mortgage and/or deed of trust to which this Lease is subordinate.
50. Intentionally Omitted.
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51. SECURITY FOR TENANT'S OBLIGATIONS. As security for Tenant's
obligations hereunder, Tenant shall either (a) deposit in escrow with New York
Land Services, Inc. the sum of $1,500,000 or (b) obtain a letter of credit for
the benefit of Landlord in the face amount of $1,500,000. Tenant may switch
between the letter of credit and escrow deposit from time to time. The letter of
credit shall provide for automatic annual renewals up to the Expiration Date.
Draws under the escrow or letter of credit shall be accompanied by an affidavit
sworn to by an officer of Landlord stating that an Event of Default has occurred
under this Lease and specifying the nature of the default and the unpaid amount
claimed. Draws shall not be permitted more than one time per calendar month.
Interest accruing on any escrow deposit shall be paid to Tenant annually. Upon
the Expiration Date, Landlord and Tenant shall provide the escrow agent or
issuing bank, as applicable, with joint written notice of the termination of
obligations hereunder and instructions to release all remaining deposits to
Tenant, and the original letter credit, if any, shall be surrendered. Landlord
shall review and have the right to approve, in its reasonable discretion, the
escrow agreement or letter of credit, as the case may be, described above.
52. WAIVER OF TRIAL BY JURY. Landlord and Tenant waive their right to
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other (except for personal injury or property damage)
on any matters whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use of or occupancy of
the Premises, and any emergency statutory or any other statutory remedy.
53. SPECIFIC PERFORMANCE OF RIGHTS. Landlord and Tenant shall each
have the right to obtain specific performance of any and all of the covenants or
obligations of the other under this Lease, and nothing contained in this Lease
shall be construed as or shall have the effect of limiting such right.
54. EXECUTION AND AUTHORITY.
(a) This Lease shall not be binding upon either party until
each party actually physically receives a fully executed copy of this Lease.
(b) Landlord and Tenant (and the individual executing this
Lease on behalf of Landlord and Tenant respectively) represents and warrants to
the other that:
(i) Each party and the individual executing on behalf
of such party are fully and properly authorized to execute this Lease on behalf
of such party and to deliver same to the other; and
(ii) The execution, delivery and full performance of
this Lease by either party does not and shall not constitute a violation of any
contract, agreement, undertaking, judgment, laws, decree, governmental or court
order or other restriction of any kind to which such party is a party or by
which such party may be bound.
This Lease shall be executed in duplicate, each of which shall be
deemed an original and each of which shall be deemed to be complete of itself
and may be introduced into evidence or used for any purpose without the
production of the copies.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease
and exhibits thereto in duplicate, individually or through their authorized
officers, agents, or attorneys-in-fact, as the case may be, causing their
respective seals to be affixed hereto the day and year first above written.
WITNESS: LANDLORD:
API RED LION SHOPPING CENTER ASSOCIATES
By: Cedar-RL, LLC
------------------------------- By: Cedar Income Fund Partnership, L.P.
By: Cedar Income Fund, Ltd.
By: /s/ Xxx X. Xxxxxx
-----------------------------------
Xxx X. Xxxxxx, President
WITNESS: TENANT:
SILVER CIRCLE MANAGEMENT CORP.
By: /s/ Xxx X. Xxxxxx
------------------------------- -----------------------------------
Xxx X. Xxxxxx, President
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