LEASE
THIS AGREEMENT OF LEASE, dated the 1st day of July, 1984 by and between
XXXXXX XXXXX ("Lessor") and CRUSADER SAVINGS & LOAN ASSOCIATION, a state
chartered Pennsylvania savings and loan association ("Lessee").
W I T N E S S E T H :
ARTICLE 1
DEMISED PREMISES--TERM OF LEASE
Section 1.01. That Lessor, for and in consideration of the rents,
covenants and agreements hereinafter reserved, mentioned and contained on the
part of Lessee, its successors and assigns, to be paid, kept, observed and
performed, has leased, rented, let and demised, and by these presents does
lease, rent, let and demise, unto Lessee, and Lessee does hereby take and hire,
upon and subject to the conditions and limitations hereinafter expressed:
The premises situate at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx and more particularly described on Exhibit "A" hereto attached,
together with the building and improvements erected thereon and together with
all and singular the ways, easements, rights, privileges and appurtenances to
the same belonging or in any wise appertaining, and all the estate, right,
title, interest and claim, either at law or in equity, or otherwise of Lessor
of, in, to or out of said premises.
Said premises, together with the said building, improvements,
ways, estate, and all fixtures and equipment owned by Lessor which shall be
upon, located or used in the operation of the said premises, constitute and are
hereinafter referred to as the "Demised Premises".
Section 1.02. TO HAVE AND TO HOLD the Demised Premises, unto Lessee,
its successors and assigns, subject to the terms, covenants and agreements
hereof for the term commencing on the date hereof (the "Commencement Date") and
ending upon the expiration of five (5) years from the Banking Approval Date
(hereinafter defined), unless this Lease shall be extended or sooner terminate
as hereinafter set forth; provided, however, that Lessee's obligations hereunder
solely for the payment of minimum rent shall be deemed to have commenced on
March 15, 1984.
Section 1.03. This Lease is made upon the following terms, all of which
Lessor and Lessee, with respect to the same on their
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respective parts to be accepted, kept, observed and performed, covenant and
agree to accept, keep, observe and perform.
ARTICLE 2
RENT
Section 2.01. Lessee covenants and agrees to pay Lessor in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public and private debts, at the address specified in Section
20.01 of this Lease, minimum rent at the rates hereinafter specified:
PAYMENT PERIOD MINIMUM MONTHLY/YEARLY RENTAL
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(a) March 15, 1984 until the
Banking Approval Date $600.00 per month
(b) First (1st) and second (2nd)
Lease Years (hereinafter defined) $12,000 per year
(c) Third (3rd) and fourth (4th)
Lease Years $12,600.00 per year
(d) Fifth (5th) Lease Year $13,200.00 per year
The minimum annual rent shall be paid, in advance, in equal monthly
installments. Lessee's obligation to pay minimum rent hereunder shall be deemed
to have commenced on March 15, 1984. The first monthly installment of rent,
together with all rent accrued from March 15, 1984 through the Commencement
Date, shall be due on the Commencement Date and succeeding installments shall be
paid on the first day of each successive month of the term hereof thereafter,
pro rated, if necessary, for partial months occurring at the commencement and at
the end of the term hereof. Said minimum annual rent is herein sometimes
referred to as "net rent".
Section 2.02. The "Banking Approval Date" shall be the earlier to occur
of (i) the date upon which Lessee shall have received all required approvals for
the establishment of a branch banking office in the Demised Premises, given
without condition, from the Pennsylvania Department of Banking, the Federal Home
Loan Bank System, and all other applicable governmental authorities
(collectively, the "Banking Agencies"), or (ii) the Termination Date
(hereinafter defined). A "Lease Year" shall mean each consecutive twelve (12)
month period during the term or any renewal hereof commencing on the Banking
Approval Date.
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Section 2.03. The minimum annual rent shall be paid to Lessor by Lessee
without notice or demand except as may be provided in this Lease. Lessee shall
also pay without notice, except as may be provided in this Lease, as additional
rent, all sums, costs, charges, expenses, obligations, reimbursements and other
payments which Lessee in any of the provisions of this Lease agrees to pay or
which Lessee agrees are to be at the expense of Lessee, and, in the event of
non-payment thereof, Lessor shall have, in addition to all other rights and
remedies, all the rights and remedies provided herein and by law in the case of
non-payment of the net rent.
Section 2.04. Lessee is granted the right to extend the term of this
Lease for two consecutive terms of five (5) years, the first five (5) year
renewal being called the "First Renewal Term" and the second five (5) year
renewal being called the "Second Renewal Term", provided (a) Lessee is not in
default at the time of exercise of such right, and (b) Lessee gives notice of
its exercise of such right at least one hundred eighty (180) days prior to the
expiration of the term hereof or the First Renewal Term, as the case may be. The
First Renewal Term and Second Renewal Term shall be upon the same terms,
conditions and rentals, except (i) Lessee shall have only one (1) right of
renewal remaining after Lessee's exercise of its right to extend the term hereof
for the First Renewal Term and shall have no further right of renewal after the
Lessee's exercise of its right to extend the term hereof for the Second Renewal
Term, and (ii) rather than the base year of 1984 used in Section 3.01 hereof to
calculate the additional rent payable on account of real estate tax increases,
during such renewal terms the base year for such purposes shall be the calendar
year in which the first day of the First Renewal Term or Second Renewal Term, as
the case may be, falls, and (iii) the minimum annual rental payable during the
First Renewal Term or Second Renewal Term, as the case may be, shall be
calculated as hereinafter set forth:
Commencing at the beginning of the sixth (6th) Lease Year and for each
ensuing Lease Year in the First Renewal Term or Second Renewal Term, as the case
may be, the minimum annual rent shall be adjusted for each Lease Year to an
amount equal to the sum derived by multiplying Thirteen Thousand Two Hundred
Dollars ($13,200.00), the minimum annual rent in effect at the commencement of
the fifth (5th) Lease Year, by a fraction, the numerator of which shall be the
average of the Index (hereinafter defined) figures published for each of the
sixty (60) consecutive calendar months ending with the calendar month most
recently prior to the first (1st) day of the respective Lease Year for which the
adjustment is to be made, and the denominator of which fraction shall be the
corresponding Index figure published most recently prior to the Commencement
Date. The sum so derived shall be the minimum annual rent to be paid by Lessee
during the ensuing Lease Year and one-twelfth (1/12) of such sum, determined as
aforesaid, shall be the monthly installment of the minimum annual rent. The
minimum annual rent as so adjusted shall continue as the minimum annual rent
payable during the ensuing Lease Year for which the annual adjustment is made,
until the next annual adjustment is made as hereinabove provided. In no event
shall the minimum annual rent as adjusted for any Lease
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Year, commencing on or after the sixth (6th) Lease Year, be less than the
minimum annual rent in effect at the commencement of the fifth (5th) Lease Year.
The term "Consumer Price Index", for purposes hereof, is defined to
mean the index now known as the "United States Bureau of Labor Statistics,
Consumer Price Index for Urban Wage Earners and Clerical Workers", all items,
for Philadelphia, Pennsylvania, Standard Metropolitan Statistical Area
(1967=100), herein referred to as the "Index", or the most nearly comparable
successor to the Index published by the United States Bureau of Labor
Statistics, appropriately adjusted. If such Index is discontinued with no
comparable successor thereto, then, in such event, the parties shall endeavor to
agree upon a substitute formula for computing the aforesaid rental increases
under this Section 2.04. If they cannot agree within thirty (30) days after the
occurrence of such event, then the matter shall be determined by arbitration
conducted by the American Arbitration Association in the City of Philadelphia in
accordance with its rules then prevailing. In any such arbitration, the
arbitrator shall be required to render, and furnish to Lessor and Lessee,
written findings of fact and conclusions of law. Each Party shall bear its own
costs of arbitration and divide equally any arbitrator's fees. In the event of
such a dispute as to such substitute formula, rent then in effect shall continue
to be paid pending determination thereof, and any adjustment in rent shall be
applied retroactively to the beginning of the period for which Lessor and Lessee
shall have been unable to agree upon the appropriate basis for adjustment.
ARTICLE 3
PAYMENT OF TAXES AND UTILITIES
Section 3.01. For and with respect to each calendar year within which
the term of this Lease (and any renewal or extension thereof) falls, Tenant
shall pay, as additional rent, the excess, if any, of the Taxes (hereinafter
defined) for such year over the Taxes for the calendar year 1984. Such
additional rent shall be prorated on a per-diem basis for any partial calendar
year included within the beginning and end of the term. Such additional rent
shall be paid during each calendar year within thirty (30) days after Lessor's
delivery to Lessee of the xxxx therefor issued by the appropriate governmental
authority. Lessor agrees to deliver such xxxx to Lessee promptly upon Lessor's
receipt thereof.
Section 3.02. The term "Taxes" shall mean all real estate taxes imposed
upon the Demised Premises. Nothing herein contained shall require Lessee to pay
municipal, state, or
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federal income or gross receipts or excess profits taxes assessed against
Lessor, or municipal, state, or federal capital levy, estate succession,
inheritance or transfer taxes of Lessor, or corporation franchise taxes imposed
upon any corporate owner of the fee of the Demised Premises. If Lessor shall
receive a refund of Taxes for any period in which Lessee has paid additional
rent on account thereof, then Lessor shall promptly notify Lessee thereof and
either pay to Lessee or permit Lessee to credit against subsequent payments of
rent hereunder, the amount of such refund, after deducting from the total refund
the costs and expenses of Lessor, if any, in obtaining such refund.
Section 3.03. Lessee shall have the right to contest the amount or
validity, in whole or in part, of any Taxes by appropriate proceedings
diligently conducted in good faith, in which event, notwithstanding the
provisions of Section 3.01 hereof, Lessee may postpone or defer payment of such
Taxes if neither the Demised Premises nor any part thereof would by reason of
such postponement or deferment be in danger of being forfeited or lost. Pending
the disposition of such proceedings, Lessee shall, upon request of Lessor,
deposit the amount of such Taxes in controversy and all interest and penalties
that may be charged by reason of such non-payment with an escrowee reasonably
acceptable to Lessor, to be paid out as may be ordered in such proceedings. The
escrowed amounts not so required shall be returned to Lessee with interest, if
any, accrued thereon.
Section 3.04. Lessor shall not be required to join in any proceedings
referred to in Section 3.04 hereof unless the provisions of any law, rule or
regulation, at the time in effect shall require that such proceedings be brought
by or in the name of Lessor, in which event Lessor shall join in such
proceedings or permit the same to be brought in its name upon compliance with
such conditions as Lessor may reasonably require. Lessor shall not ultimately be
subjected to any liability for the payment of any fees, including reasonable
counsel fees, costs or expenses in connection with such proceedings. Lessee
agrees to pay all such fees, including reasonable counsel fees, costs and
expenses or, on demand, to make reimbursement to Lessor for such payment.
Section 3.05. Lessee further agrees to pay as additional rent all
charges for water consumed upon the Demised Premises, all sewer rental or
charges for use of sewers, sewage systems and sewage treatment works servicing
the Demised Premises and all charges for repairs to the water meter on the
Demised Premises, promptly after the same become due.
Section 3.06. Lessee shall be solely responsible for the payment of any
charges for any other utilities or fuels used or consumed on the Demised
Premises, including, but not limited to electricity, gas and/or oil.
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ARTICLE 4
SURRENDER
Section 4.01. Lessee shall and will on the last day of the term hereof
or upon any earlier termination of this Lease, or upon any entry or re-entry by
Lessor upon the Demised Premises pursuant to Article 18 hereof, well and truly
surrender and deliver up the Demised Premises into the possession and use of
Lessor in good order, condition and repair, reasonable wear and tear damage by
fire and other casualty excepted.
ARTICLE 5
INSURANCE
SECTION 5.01. Lessee, at its sole cost and expense, shall purchase and
maintain during the entire term of this Lease and any renewals hereof
comprehensive bodily injury and property damage liability insurance against
claims for bodily injury, death or property damage, occurring in, on or about
the Demised Premises, naming the Lessor and the Lessee as the insureds, such
insurance to afford minimum protection of not less than One Million Dollars
($1,000,000) combined single limit coverage during the term of this Lease. Such
liability insurance shall be effected under a valid and enforceable policy
issued by an insurer of recognized responsibility which is licensed to do
business in the Commonwealth of Pennsylvania and may be effected under a blanket
policy. On or before the Commencement Date, and thereafter not less than thirty
(30) days prior to the expiration dates of the expiring policies theretofore
furnished pursuant to this Article 5, Lessee shall deliver to Lessor a
certificate of such policy, bearing notations evidencing the payment of premiums
or accompanied by other evidence of such payment. Such policy shall, to the
extent obtainable, have attached thereto an endorsement that such policy shall
not be cancelled, terminated, or materially changed without at least thirty (30)
days prior written notice to the Lessor. Lessee shall also maintain at all times
during the term or any renewals hereof insurance against risk, loss or damage by
fire or other casualty to Lessee's trade fixtures and equipment.
Section 5.02. Lessor, at its sole cost and expense, shall keep the
Demised Premised insured throughout the term or any renewals of this Lease
against loss or damage by fire and against loss or damage by such other risks
now or hereafter embraced by "Extended Coverage", so called, in an amount not
less than one hundred percent (100%) of the replacement value of the building
and other improvements upon or in the Demised Premises, excluding
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Lessee's personal property, trade fixtures and improvements, additions or
alterations in, to or of the Demised Premises made by Lessee.
Section 5.03. Lessee hereby covenants and agrees that it will not do or
suffer to be done, any act, manner or thing objectionable to the fire insurance
companies whereby the fire insurance maintained by Lessor and now in force or
hereafter placed on the Demised Premises shall become void or suspended;
provided, however, in the event Lessee shall sublet the Demised Premises or
assign this Lease, and such sublessee's or assignee's use of the Demised
Premises is such that the Demised Premises shall be rated as a more hazardous
risk than at the Commencement Date, then Lessee shall pay to Lessor as
additional rent all increases in premiums on fire insurance carried by Lessor
insuring the Demised Premises.
ARTICLE 6
LESSOR'S RIGHT TO PERFORM LESSEE'S COVENANTS
Section 6.01. If Lessee shall at any time fail to pay any Taxes, take
out, pay for, maintain and deliver the liability insurance policies provided for
in Article 5 hereof, or shall fail to make the repairs required by Section 7.01
hereof, then Lessor, after thirty (30) days notice to Lessee (or without notice
in case of an emergency) and without waiving, or releasing Lessee from, any
obligation of Lessee contained in this Lease, may, but shall be under no
obligation to: (a) pay such Taxes; or (b) take out, pay for and maintain such
liability insurance policies; or (c) perform such repairs.
Section 6.02. All sums so paid by Lessor and all costs and expenses,
including reasonable attorney's fees, incurred by Lessor in connection with the
performance thereof shall be paid by Lessee to Lessor on demand.
ARTICLE 7
REPAIR AND MAINTENANCE OF THE DEMISED PREMISES
Section 7.01. Throughout the term of this Lease, Lessee, at its sole
cost and expense, shall take good care of the Demised Premises and shall keep
the same in good order and condition, excepting ordinary wear and tear, damage
by fire or other casualty and make all necessary repairs (including
replacements) thereto, except as set forth in Section 7.03 hereof.
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Section 7.02. Lessee shall maintain the sidewalks adjoining the Demised
Premises in a clean and orderly condition, free of dirt, rubbish, snow, ice, and
unlawful obstructions.
Section 7.03. Lessor shall maintain, keep in good order and condition
and replace if necessary, all structural portions of the Demised Premises,
including, but not limited to, the exterior walls, floors, roof, foundation and
load bearing columns and beams of the building situate thereon and shall make
all repairs, which may be needed and replacements, if necessary, to the heating
system servicing the Demised Premises.
Section 7.04. Any repairs, replacements, renewals and additions and/or
labor or materials performed or furnished in, on or about the Demised Premises
by either Lessor or Lessee shall be performed in compliance with the
Requirements (hereinafter defined).
ARTICLE 8
COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS
Section 8.01. Throughout the term of this Lease, Lessee, at its sole
cost and expense, shall comply with all present and future laws, ordinances,
orders, rules, regulations and requirements of all federal, state, and municipal
governments, courts, departments, commissions, boards, any national or local
insurance rating bureau (collectively, the "Requirements") which may be
applicable to the Lessee or to its use or manner of use of the Demised Premises,
or any part thereof; provided, however, Lessee shall have no obligation to make
any structural changes, additions or improvements required by any Requirements
unless the same shall have been caused by Lessee's acts.
Section 8.02. Lessor covenants, warrants and represents that as of the
date of this Lease the Demised Premises are in compliance with all Requirements
(a) with the exception of violations noted by the City of Philadelphia requiring
the installation of (i) a "Class B Fire Alarm System") and (ii) an approved dry
chemical carbon dioxide fire extinguisher (collectively, the "Violations"), and
(b) with the following possible exceptions: (i) fuse box located above a sink;
(ii) lack of emergency lighting and exit signs; and (iii) lack of solid rear
door. Lessor further represents and warrants that as of the date of this Lease,
(a) the contemplated use of the Demised Premises as a branch office of a savings
and loan association offering related financial services is in compliance with
the zoning laws and ordinances pertaining thereto and may be so used as a matter
of right, and (b) except with respect to the Violations, there is no outstanding
notice of any uncorrected
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violation of any Requirement; provided, however, in the event Lessor's
representation and warranty as to the contemplated use of the Demised Premises
is incorrect, Lessee's sole remedy shall be to terminate this Lease upon notice
to Lessor.
Section 8.03. Lessee shall have the right, after prior notice to
Lessor, to contest by appropriate legal proceedings, diligently conducted in
good faith, in the name of Lessee or Lessor or both, without cost or expense to
Lessor, the validity or application of any Requirement, subject to the
following:
(a) If by the terms of any such Requirement, compliance
therewith pending the prosecution of any such proceeding may legally be
delayed without the incurrence of any lien, charge, liability or
penalty of any kind against the Demised Premises and without subjecting
Lessor to any liability, civil or criminal, for failure so to comply
therewith, Lessee may delay compliance therewith until the final
determination of such proceeding.
(b) If any lien, charge or civil liability would be incurred
by reason of such delay, Lessee nevertheless, with the prior consent of
Lessor, which consent shall not be unreasonably withheld or delayed,
may contest as aforesaid and delay as aforesaid, provided that such
delay would not subject Lessor to criminal liability and Lessee (1)
furnishes to Lessor security, reasonably satisfactory to Lessor against
any loss or injury by reason of such contest or delay, and (2)
prosecutes the contest with due diligence and in good faith.
Lessor shall, at Lessee's sole cost and expense, execute and deliver
any appropriate papers which may be necessary or proper to permit Lessee to
contest the validity or application of any such Requirement.
ARTICLE 9
CHANGES, ALTERATIONS AND IMPROVEMENTS
Section 9.01. Lessee shall have the right at any time and from time to
time during the term of this Lease to make, at its sole cost and expense,
changes, improvements, additions or alterations in, to or of the Demised
Premises. Lessee shall make no structural change or alteration without the prior
consent of the Lessor, which consent shall not be unreasonably withheld or
delayed; provided, however, Lessee shall have the right, without the consent of
Lessor, to install a "pick-up box" and an automatic teller machine in the walls
of the Demised Premises and to make any structural changes or alterations
reasonably
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necessary to install a bank vault in the Demised Premises. All alterations,
improvements, additions or fixtures shall remain upon the Demised Premises at
the expiration or sooner determination of this Lease and become the property of
Lessor, or, at Lessee's option, Lessee shall have the right to remove any of the
same provided that Lessee shall repair any damage to the Demised Premises caused
by their removal; provided, however, if and to the extent installed in the
Demised Premises, Lessee shall in all events remove the vault, "pick-up box" and
automatic teller machine therefrom. Notwithstanding anything to the contrary
contained herein, Lessee shall have the right, without Lessor's consent, to
remove any and all of its equipment and trade fixtures, together with any of
Lessee's personal property, from the Demised Premises at any time during the
term of this Lease or at the expiration or earlier termination thereof.
Section 9.02. Lessee shall have the right to erect signs on the
exterior walls of the Demised Premises, provided such signs comply with the
Requirements. Lessee shall remove such signs at the expiration or earlier
termination of this Lease and shall repair any damage to the Demised Premises
caused by such removal.
ARTICLE 10
DISCHARGE OF LIENS
Section 10.01. If any mechanic's, laborer's or materialmen's lien shall
at the time be filed against the Demised Premises or any part thereof on account
of labor or material furnished or claimed to have been furnished to Lessee,
Lessee, within thirty (30) days after notice of the filing thereof, shall cause
the same to be discharged of record by payment, deposit, bond, order of a court
of competent jurisdiction or otherwise.
Section 10.03. Nothing in this Lease contained shall be deemed or
construed in any way as constituting the consent or request of Lessor, express
or implied, by inference or otherwise, to any contractor, sub-contractor,
laborer or materialman for the performance of any labor or the furnishing of any
materials for any specific improvement, alteration to, or repair of the Demised
Premises or any part thereof or the demolition or the replacement of the Demised
Premises or any part thereof.
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ARTICLE 11
NO WASTE
Section 11.01. Lessee shall not do or suffer any waste or damage,
disfigurement or injury to the Demised Premises or any part thereof.
ARTICLE 12
USE OF DEMISED PREMISES
Section 12.01. Lessee shall use the Demised Premises as and for any
legal use. Lessee shall not use or allow the Demised Premises or any part
thereof to be used or occupied for any unlawful purpose or in violation of any
laws and shall not suffer any acts to be done or any condition to exist on the
Demised Premises or any part thereof or any article to be brought thereon, which
may be dangerous, unless safeguarded as required by law, or which may, in law,
constitute a nuisance, public or private, or which may make void any insurance
then in force with respect thereto.
ARTICLE 13
ENTRY ON DEMISED PREMISED BY LESSOR, ETC.
Section 13.01. In addition to Lessor's right of entry under any other
provision of this Lease, Lessee shall permit Lessor and its authorized
representatives to enter the Demised Premises at all reasonable times for the
purpose of (a) inspecting the same, (b) making any repairs thereto required
hereby on the part of Lessor, or (c) performing any work therein that may be
necessary by reason of (i) Lessee's failure to make any repairs as may be
required hereby on the part of Lessee, and (ii) Lessee's failure to have
commenced the same within thirty (30) days after written notice from Lessor or
without notice in case of an emergency.
Section 13.02. Lessor shall not be liable for inconvenience, annoyance
or disturbance by reason of making such repairs or the performance of any such
work, or on account of bringing materials, tools, supplies and equipment into or
through the Demised Premises during the course thereof, provided, however, that
in making any such repairs or performing any such work Lessor shall proceed at
reasonable hours and with a minimum of inconvenience to the Lessee.
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Section 13.03. Lessor shall have the right to enter the Demised
Premises during Lessee's usual business hours for the purpose of showing the
same to prospective purchasers.
ARTICLE 14
INDEMNIFICATION OF LESSOR
Section 14.01. Notwithstanding any provision to the contrary contained
in this Lease, Lessee shall indemnify and save harmless Lessor against and from
all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorneys' fees and disbursements, which may be
imposed upon, incurred by or asserted against Lessor by reason of any of the
following occurring during the term of this Lease and not arising from, under or
in connection with any act or negligence on the part of Lessor, its agents,
employees or independent contractors or from Lessor's failure to observe and
perform any of the terms or provisions contained herein on Lessor's part to be
observed and performed:
(a) any work or thing done in, on or about the Demised
Premises or any part thereof by Lessee;
(b) any use, non-use, possession, occupation,
condition, cooperation, maintenance or management of the
Demised Premises or any part thereof;
(c) any negligence on the part of Lessee or any of its agents,
contractors, servants, employees, licensees, or invitees;
(d) any accident, injury or damage to any person or property
occurring in, on or about the Demised Premises or any part thereof;
(e) any failure on the part of Lessee to keep, observe and
perform any of the terms, covenants, agreements, provisions,
conditions, or limitations contained in this Lease on Lessee's part to
be kept, observed and performed.
In the event that the Lessor shall receive notice of any claim
for which the Lessee shall be required, pursuant to this Lease, to indemnify the
Lessor, then the Lessor shall promptly give notice to the Lessee of such claim
and Lessee shall be permitted (but shall not be required) to defend such claim
through counsel it selects. The Lessor shall fully cooperate with the Lessee in
the defense of any indemnified claim. The Lessee shall have the right to
compromise or settle any such claim at the Lessee's sole expense without the
consent of the
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Lessor. The Lessor shall have no right to settle any such claim,
provided that Lessee shall be engaged in the defense thereof.
Section 14.02. Notwithstanding anything herein contained to the
contrary, to the extent of the face amount of their respective insurance
coverages, the Lessor and Lessee do each hereby release the other from any and
all liability for any loss or damage to their respective properties caused by
fire or any of the other casualties covered by the risks included in extended
coverage insurance. This limited mutual release is given notwithstanding that
such fire or other casualty shall have resulted from the act, omission or
negligence of Lessor or Lessee or their respective agents, employees, licensees
or contractors. Lessor and Lessee agree to cause their respective insurance
policies covering the Demised Premises and its contents to contain an
appropriate endorsement whereby the insurer agrees that the insurance policy and
coverage will not be invalidated by reason of the foregoing waiver of the right
of recovery against Lessor or Lessee, respectively, for loss occurring to the
properties or to the persons covered by such policies, and whereby such insurers
also waive any right to subrogation against the Lessor and Lessee (as the case
may be). Each party shall, upon request, promptly deliver to the other a
certificate evidencing such waiver of subrogation by the insurer. The provisions
of this Section 14.02 shall not be operative during any period of time when such
"waiver of subrogation" feature is not available from insurance companies
licensed to do business in the Commonwealth of Pennsylvania.
ARTICLE 15
DAMAGE OR DESTRUCTION
Section 15.01. In the event of damage to or destruction of the Demised
Premises by fire or other casualty, this Lease shall not terminate but the
Demised Premises shall be promptly and fully repaired by Lessor, at its sole
cost and expense, subject, however, to the following terms and conditions. If
the Demised Premises are so damaged or rendered unusable by fire or other
casualty to the extent that, in the opinion of the Architect (hereinafter
defined), such damage cannot be repaired and the Demised Premises restored and
rendered completely usable within six (6) months of the commencement of
restoration, then in such event, Lessor may elect, upon notice to Lessee given
within thirty (30) days from the date of such casualty, to terminate this Lease
as of the date specified in such notice, which date shall not be more than
thirty (30) days thereafter, and the rental payable hereunder shall be
proportionately paid up to the time of such casualty and thereafter cease. If
the Demised Premises are so damaged or rendered unusable by fire or other
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casualty that the damage thereto can, in the opinion of the Architect, be
repaired and the Demised Premises rendered completely usable within six (6)
months of the commencement of restoration, or if Lessor shall have failed to
terminate this Lease pursuant to the preceding sentence, then the damage to the
Demised Premises shall be promptly repaired and the Demised Premises restored
and rendered completely usable by and at the sole expense of Lessor and rental
payable hereunder, until such repairs shall be completed, shall proportionately
xxxxx from the date following such casualty according to the portion of the
Demised Premises which remains unusable until the date when the Demised Premises
have been repaired, restored and rendered completely usable by Lessor. Lessor
shall not be obligated to repair, restore or rebuild any of Lessee's personal
property or any alterations, additions or improvements made by Lessee. In the
event that the Demised Premises shall not be rendered completely usable and/or
repaired and restored by Lessor to their condition prior to such damage within
one hundred eighty (180) days of any such casualty, Lessee shall have the right,
exercisable by notice to Lessor, to terminate this Lease upon the date specified
in such notice.
Notwithstanding anything to the contrary contained in this Article 15,
if the Demised Premises shall be damaged by fire or other casualty occurring
during the fifth (5th) or tenth (10th) Lease Years and (a) the cost to Lessor of
performing its obligations under this Section 15.01 shall exceed Thirty Thousand
Dollars ($30,000) in the fifth (5th) Lease Year or Fifty Thousand Dollars
($50,000.00) in the tenth (10th) Lease Year, as the case may be, as estimated by
the Architect, then unless Lessee shall have theretofore exercised its right
contained in Section 2.04 hereof to extend the term of this Lease for the First
Renewal Term or Second Renewal Term, as the case may be, or unless within thirty
(30) days following the giving of the Architect's estimate of the cost of repair
or restoration Lessee shall exercise such right (the period in which Lessee may
exercise such right being extended, if necessary, for thirty (30) days from the
giving of such Architect's estimate), Lessor shall have the right, exercisable
upon notice to Lessee, given not more than forty-five (45) days following the
giving of Architect's estimate to terminate this Lease, or (b) in the event
Lessor shall not have so elected to terminate this Lease, if the cost to Lessee
of repairing or restoring its leasehold improvements to their condition
preceding such casualty shall exceed Ten Thousand Dollars ($10,000) in the fifth
(5th) Lease Year or Sixteen Thousand Dollars ($16,000.00) in the tenth (10th)
Lease Year, as the case may be, as estimated by the Architect, Lessee shall have
the right, exercisable upon notice to Lessor given not more than sixty (60) days
following the giving of such Architect's estimate, to terminate this Lease. The
respective estimates to be made by the Architect shall be rendered together with
the
14
opinions of the Architect set forth in the preceding paragraph. If either Lessor
or Lessee shall elect to terminate this Lease, this Lease shall terminate as of
the date specified in such notice, which date shall not be more than thirty (30)
days thereafter and rental payable hereunder shall be proportionately paid up to
the time of such casualty and thereafter cease.
Upon any termination of the Lease as provided in this Section 15.01,
the rent, taking into account any abatements as aforesaid, shall be adjusted to
the termination date.
Section 15.02. Upon the occurrence of damage to or destruction of the
Demised Premises by fire or other casualty, Lessee shall promptly give notice
thereof to Lessor. Within five (5) days of such fire or other casualty, the
parties shall designate a licensed architect (the "Architect") practicing in the
City of Philadelphia mutually satisfactory to Lessor and Lessee and having not
less than fifteen (15) years continuous experience to make the determinations on
the part of the Architect specified above. If the parties shall be unable to
designate the Architect within five (5) days of such fire or other casualty,
then the Architect shall be designated by the President Judge of the Court of
Common Pleas for Philadelphia County. The parties shall divide equally the fees
of the Architect. The determinations of the Architect shall be given to the
parties within twenty (20) days of the date of such casualty in the manner
provided in Section 20.01 hereof for the giving of notices.
ARTICLE 16
CONDEMNATION
Section 16.01. In the event the Demised Premises or any part thereof
shall be taken or condemned for a public or quasi-public use, or a deed shall be
given in lieu thereof, net rent shall xxxxx to reflect the reduction in value of
the Demised Premises thereafter. In the event the parties shall be unable to
agree on the reduction in value of the Demised Premises, either party may submit
such dispute to arbitration conducted in the City of Philadelphia by the
American Arbitration Society in accordance with its rules then prevailing. In
any such arbitration, the arbitrator shall be required to render and furnish to
Lessor and Lessee, written findings of fact and conclusions of law. Each party
shall bear its own costs of arbitration and divide equally any arbitrator's
fees.
Section 16.02. If (a) the whole of the Demised Premises shall be taken
or condemned (which terms as used in this Article 16 shall include a voluntary
conveyance in lieu of an actual
15
taking or condemnation) in any eminent domain, condemnation, compulsory
acquisition or like proceeding by any competent authority for any public or
quasi-public use or purpose, or (b) such portion thereof shall be taken or
condemned, as in the opinion of Lessee, reasonably exercised, shall have a
material adverse effect on Lessee's use and enjoyment of the Demised Premises,
and upon notice thereof from Lessee to Lessor, then the term of this Lease shall
terminate as of the date such authority takes possession of the Demised Premises
pursuant to such taking or condemnation.
Section 16.03. If only a part of the Demised Premises shall be taken or
condemned and upon the taking or condemnation of such part Lessee has not
elected to terminate this Lease, Lessor, at its sole cost and expense, shall
restore the Demised Premises as nearly as practical to its condition existing
prior to such taking.
Section 16.04. Lessee hereby waives any loss, damages, or claims
therefor, resulting from the exercise of the power of eminent domain, whether
such loss or damage results from the taking or condemnation of part or all of
the Demised Premises, except that Lessee may claim against the condemning
authority any damages payable to tenants or lessees under the Pennsylvania
Eminent Domain Code or other applicable law, but in no event shall Lessee make
any claim against Lessor, or the condemning authority or any party having an
interest in the Demised Premises which will result in the diminution or
reduction in the award otherwise payable to Lessor for the taking of the Demised
Premises.
ARTICLE 17
MORTGAGES, ASSIGNMENTS, SUBLEASES AND
TRANSFERS OF LESSEE'S INTEREST
Section 17.01. Lessee shall have the right to assign its leasehold
interest under this Lease or to sublease all or any part of the Demised Premises
without the consent of Lessor. No assignment or subletting shall relieve Lessee
from any obligation or liability under this Lease and any assignment of this
Lease or sublease of all or part of the Demised Premises shall be subject to the
terms of this Lease. Lessee shall not mortgage its interest under this Lease
without the consent of the Lessor, which consent shall not be unreasonably
withheld or delayed.
16
ARTICLE 18
CONDITIONAL LIMITATIONS -- DEFAULT PROVISIONS
Section 18.01. Any one or more of the following events shall constitute
an event of default ("Event of Default") under this Lease:
(a) if default shall be made in the due and punctual payment
of any net rent or additional rent payable under this Lease or any part
hereof when and as the same shall become due and payable, and such
default shall continue for a period of ten (10) days after notice
thereof from Lessor to Lessee;
(b) if default shall be made by Lessee in keeping, observing
or performing any of the terms, covenants or conditions contained in
this Lease on Lessee's part to be kept, observed or performed, other
than those referred to in the foregoing subdivision (a) and such
default shall continue for a period of thirty (30) days after notice
thereof from Lessor to Lessee, or in the case of such a default or a
contingency which cannot with reasonable diligence be cured within such
thirty (30) day period from Lessor's notice, Lessee shall fail to
promptly commence to cure the same and thereafter to prosecute the
curing of the same with reasonable diligence (it being intended that in
connection with a default which is not susceptible of being cured with
reasonable diligence within such thirty (30) day period from Lessor's
notice, that the time afforded to Lessee to cure the same shall be
extended for such a period as may be necessary for the curing thereof);
(c) Lessee shall file a petition in bankruptcy or for
reorganization or for an arrangement pursuant to any present or future
federal bankruptcy act or under any similar federal or state law, or
shall be adjudicated a bankruptcy or insolvent or shall make an
assignment for the benefit of Lessee's creditors or shall admit in
writing its inability to pay its debts generally as they become due;
(d) A petition proposing the adjudication of Lessee as a
bankrupt or its reorganization under federal or state law shall be
filed in any court and such petition shall not be discharged or denied
within one hundred twenty (120) days after the filing thereof;
(e) A receiver, trustee or liquidator of Lessee or of all or
substantially all of the Lessee's assets shall be appointed in any
proceeding brought by Lessee, or if any such receiver, trustee or
liquidator shall be appointed in
17
any proceeding brought against Lessee and shall not be discharged
within one hundred twenty (120) days after such appointment, or if
Lessee shall consent to or acquiesce in such appointment;
(f) The estate or interest of Lessee in the Demised Premises
or any part thereof shall be levied upon or attached in any proceeding
and such process shall not be vacated or discharged within one hundred
twenty (120) days after such levy or attachment; or
(g) The Demised Premises shall be vacated or abandoned by
Lessee.
Section 18.02. Lessor at any time during the continuance of any Event
of Default may, at its option, give notice to Lessee specifying such Event of
Default or events of default and stating that this Lease and the term hereby
demised shall expire and terminate on the date specified in such notice, which
shall be at least fifteen (15) days after the giving of such notice, and upon
the date specified in such notice, this Lease and the term hereby demised and
all rights of Lessee under this Lease shall expire and terminate. Upon such
termination, Lessee shall quit and peacefully surrender the Demised Premises to
Lessor and Lessor may, without further notice, re-enter the Demised Premises and
possess and repossess itself thereof, by summary proceedings or ejectment, may
dispossess Lessee and remove Lessee and all other persons and property from the
Demised Premises and may have, hold and enjoy the Demised Premises. Lessor, at
its option, shall forthwith be entitled to recover from Lessee, in lieu of all
other claims for damages on account of such termination and in addition to all
amounts due and owing hereunder by Lessee to Lessor at the date of such
termination, as and for liquidated damage, an amount equal to the excess of all
rents reserved hereunder for the unexpired portion of the term of this Lease
then in effect discounted at a rate per annum equal to the discount rate then in
effect at the Federal Reverse Bank for the Federal Reserve District in which the
Demised Premises are located, to the then present worth, over the fair rental
value of the Demised Premises at the time of such termination for such unexpired
portion as the same may be proved by Lessee, discounted at a like rate. Nothing
herein contained shall limit or prejudice the right of Lessor, in any bankruptcy
or reorganization or insolvency proceeding, to prove for and obtain as
liquidated damages by reason of such termination an amount equal to the maximum
allowed by any bankruptcy or reorganization or insolvency proceedings, or to
prove for and obtain as liquidated damages by reason of such termination, an
amount equal to the maximum allowed by any statute or rule of law whether such
amount shall be greater or less than the excess referred to above.
18
Section 18.03. At any time or from time to time after any such
termination, Lessor may relet the Demised Premises or any part thereof in the
name of Lessor for such term or terms (which may be greater or less than the
period which would otherwise have constituted the balance of the term of this
Lease) and on such conditions as Lessor, in its reasonable discretion, may
determine and may collect and receive the rents therefor.
Section 18.04. In the event of any such expiration or termination,
whether or not the Demised Premises or any part thereof shall have been relet,
Lessee shall pay to the Lessor (in lieu of and as an alternative remedy to the
liquidated damages set forth in Section 18.02) a sum equal to the net rent and
the additional rent required to be paid by Lessee up to the time of such
expiration or termination of this Lease, and thereafter Lessee, until the end of
what would have been the term of this Lease in the absence of such termination,
shall be liable to Lessor for, and shall pay to Lessor as the same becomes due:
(a) the equivalent of the amount of such net rent and the
additional rent which would be payable under this Lease by Lessee if
this Lease were still in effect, less
(b) the net proceeds of any reletting effected pursuant to the
provisions of Section 18.04 hereof, after deducting Lessor's reasonable
expenses incurred in putting the Demised Premises in good condition,
but only to the extent Lessee would be obligated to do so upon
expiration of the term hereof, and such other reasonable expenses of
Lessor in connection with such reletting, including, without
limitation, all repossession costs, brokerage commissions, and the
reasonable fees and disbursements of Lessor's attorneys.
Lessor shall be required to take such action as shall be necessary to mitigate
its damages hereunder, including, but not limited to, reletting the Demised
Premises.
Section 18.05. Lessor and Lessee, so far as permitted by law, hereby
waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other on any matter whatsoever arising out of
or in any way connected with this Lease, the relationship of Lessor and Lessee,
Lessee's use of occupancy of said Premises or any claim of injury or damage. The
terms "enter", "re-enter", "entry", or "re-entry", as used in this Lease are not
restricted to their technical legal meaning.
Section 18.06. No failure by Lessor or by Lessee to insist upon the
strict performance of any term or agreement of this Lease or to exercise any
right or remedy consequent upon a breach
19
thereof, and no acceptance by Lessor of full or partial rent during the
continuance of any such breach, shall constitute a waiver of any such breach or
of such term or agreement. No term or agreement of this Lease to be kept,
observed or performed by Lessor or by Lessee, and no breach thereof, shall be
waived, altered or modified except by a written instrument executed by Lessor or
by Lessee, as the case may be. No waiver of any breach shall affect or alter
this Lease, but each and every term or agreement of this Lease shall continue in
full force and effect with respect to any other then existing or subsequent
breach thereof.
ARTICLE 19
INVALIDITY OF PARTICULAR PROVISIONS
Section 19.01. If any provision of this Lease or the application
thereof to any person or situation shall, to any extent, be held invalid or
unenforceable, the remainder of this Lease, and the application of such
provision to persons or situations other than those as to which it shall have
been held invalid or unenforceable, shall not be affected thereby, and shall
continue valid and be enforceable to the fullest extent permitted by law.
ARTICLE 20
NOTICES
Section 20.01. All notices, demands or requests required or desired to
be given hereunder by either party shall be in writing and shall be deemed to
have been properly served or given if sent by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:
(a) If to Lessee, to the attention of Xx. Xxxx Xxxxxxxxxx,
President, Crusader Savings & Loan Association, 0000 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxx, XX 00000, with a copy to Xxxxxxx X. Xxxxxx, Esq.,
Blank, Rome, Xxxxxxx & XxXxxxxx, 0000 Xxxx Xxxx Xxxxxx Xxxxx,
Xxxxxxxxxxxx, XX 00000;
(b) If to Lessor, to #1113, Xxxxxxx House, 0000 X.X.X.
Xxxxxxxxx, Xxxxxxxxxxxx, XX 00000, with a copy to Xxxxx X. Xxxxxxxx,
Esq., Suite 200, 000 Xxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000.
Either party may by like notice designate from time to time a new
address within the continental limits of the United States or party to whose
attention such notice shall be directed.
20
ARTICLE 21
QUIET ENJOYMENT--CONVEYANCE BY LESSOR
Section 21.01. Lessor covenants and warrants that Lessor has the full
right, power and authority to enter into this Lease for the full term and any
renewals thereof and it is lawfully seized of the Demised Premises in fee
simple. Lessee, upon paying the net rent and all additional rent herein provided
for and keeping, observing and performing all the terms and agreements of this
Lease on Lessee's part to be kept, observed and performed, shall quietly have
and enjoy the Demised Premises during the term of this Lease without hindrance
or molestation by anyone lawfully claiming by, under or through Lessor.
Section 21.02. In the event Lessor shall desire to sell the Demised
Premises, then Lessor shall give written notice thereof (hereinafter called
"Offering Notice") to Lessee. Said Offering Notice shall contain:
(i) a detailed description of all of the terms and
conditions of such proposed sale, together with copies of the proposed
agreement of sale and all exhibits thereto and any other documentation
evidencing such terms and conditions; and
(ii) an offer to sell the Demised Premises to Lessee
upon the same terms and conditions.
The Lessee shall be entitled to purchase the Demised Premises on the
term set forth in the Offering Notice. The Lessee shall have a period of twenty
(20) days within which to agree in writing to so purchase the Demised Premises.
If the Lessee fails to agree to purchase the Demised Premises within such time
period, the Lessor shall have the right to effectuate such a sale upon terms no
less favorable to Lessor than those offered to Lessee within a period of one
hundred twenty (120) days after the expiration of the twenty (20) day period
referred to above, and upon completion of such sale upon such terms, Lessee's
right of first refusal under this Section 21.02 shall cease and terminate. In
the event of any change favorable to the purchaser in the terms and conditions
of the offer, notice thereof and opportunity to purchase shall again be given by
Lessor to Lessee in accordance with the terms set forth above. If Lessor shall
not have completed such sale within said one hundred twenty (120) day period,
Lessee's rights under this Section 21.03 shall remain in full force and effect
and Lessor shall not sell the Demised Premises without first complying with its
provisions.
21
ARTICLE 22
SUBORDINATION
Section 22.01. Subject to the provisions of Section 22.03 hereof, this
Lease is and shall be subject and subordinate to any mortgage or deed of trust
(collectively "Fee Mortgages") hereafter placed upon the Demised Premises and to
any future modifications, consolidations, replacements, extensions and renewals
thereof and all amendments and supplements thereto. Notwithstanding such
subordination, as aforesaid, this Lease, except as otherwise hereinafter
provided, shall not terminate or be divested by foreclosure or other default
proceedings under said Fee Mortgages, or obligations secured thereby, and Lessee
shall attorn to and recognize the mortgagee, trustee or the purchaser at the
foreclosure sale in the event of such foreclosure or other default proceeding
pursuant to a Fee Mortgage as Lessee's landlord for the balance of the term of
this Lease, subject to all of the terms and provisions hereof.
Section 22.02. Notwithstanding the subordination provisions hereinabove
set forth, the beneficiary of such subordination provisions may elect to have
any Fee Mortgage subject and subordinate to this Lease and Lessee's leasehold
estate hereunder.
Section 22.03. Subordination of this Lease as set forth above shall be
conditioned upon the execution and delivery by the holder of any Fee Mortgage of
a subordination, nondisturbance and attornment agreement, in form and substance
reasonably satisfactory to Lessee, containing such holder's agreement (i) that
the rights of Lessee hereunder and its possession of the Demised Premises shall
not be affected by reason of foreclosure or other default proceedings, and (ii)
proceeds of insurance shall be applied to the repair and restoration required on
the part of Lessor as set forth in Article 15 of this Lease and condemnation
proceeds shall be applied to the restoration required on the part of Lessor as
set forth in Article 16 of this Lease.
ARTICLE 23
COOPERATION OF LESSEE
Section 23.01. Lessee agrees at any time and from time to time upon not
less than twenty (20) days prior notice by Lessor to execute, acknowledge and
deliver to Lessor a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the
22
modifications), and stating whether or not Lessor is in default in keeping,
observing or performing any term, covenant, agreement, provision, condition or
limitation contained in this Lease and, if in default, specifying each such
default, it being intended that any such statement delivered pursuant to this
Section 23.01 may be relied upon by the Lessor or any prospective purchaser of
the Demised Premises or any mortgagee thereof or any assignee of any such
mortgagee.
ARTICLE 26
COVENANTS TO RUN WITH THE LAND
Section 26.01. The terms, covenants, agreements, provisions,
conditions, and limitations herein contained shall be construed as covenants
running with the land and shall bind and inure to the benefit of Lessor, Lessee
and their respective heirs, administrators, executors, successors and assigns.
ARTICLE 27
MISCELLANEOUS
Section 27.01. This Lease sets forth all the promises, agreements,
conditions and understandings between Lessor and Lessee relative to the Demised
Premises. There are no promises, agreements, conditions or understandings,
either oral or written, between them other than are herein set forth. No
subsequent alteration, amendment, change or addition to this Lease shall be
binding upon Lessor or Lessee unless reduced to writing and signed by them.
Section 27.02. The captions of this Lease are for convenience and
reference only and in no way define, limit or describe the scope or intent of
this Lease nor in any way affect this Lease.
Section 27.03. At Lessee's request, Lessor shall promptly execute,
acknowledge and deliver to Lessee a memorandum of this Lease, setting forth the
items of information required by applicable law, to be filed by Lessee in the
appropriate public office. Upon termination of this Lease, Lessee shall execute,
acknowledge and deliver to Lessor a release or other instrument necessary to
discharge such memorandum of record.
Section 27.04. The fee title of Lessor and the leasehold estate of the
Lessee shall at all times be separate and apart, and shall in no event be
merged, notwithstanding the fact that this Lease or the leasehold estate created
hereby, or any
23
interest in either thereof, may be held directly or indirectly by or for the
account of any person who shall own the fee estate in the Demised Premises and
Lessee's interest in the Lease; and no such merger of estates shall occur by
operation of law, or otherwise, unless and until all persons at the time having
any interest in the fee estate and all persons having any interest in the Lease
or the leasehold estate, shall join in the execution of a written instrument
effecting such merger of estates.
Section 27.05. Whenever a period of time is herein provided for either
party to do or perform any act or thing, there shall be excluded from the
computation of such period of time, any delays due to strikes, riots, acts of
God, shortages of labor, or any cause or causes, whether similar to or
dissimilar from those enumerated, beyond the parties' reasonable control or the
reasonable control of their agents, servants, employees and any contractor
engaged by them to perform work in connection with this Lease.
Section 27.06. Simultaneously with the execution of this Lease, Lessee
shall deposit with Lessor the sum of One Thousand Dollars ($1,000.00) as a
security deposit. Such security deposit shall be held by Lessor in an interest
bearing account satisfactory to Lessee and shall be considered as security for
the payment and performance by Lessee of all of Lessee's obligations under this
Lease. Within ten (10) days after the expiration or earlier termination of the
term hereof, and provided that Lessee is not in default under the terms hereof,
Lessor shall refund such security deposit to Lessee, together with all
accumulated and unpaid interest, less such portion thereof as Lessor shall have
applied to make good any default by Lessee with respect to any of Lessee's
obligations under this Lease. Interest on such security deposit shall be paid to
Lessee yearly.
Section 27.07. Lessor shall be solely responsible for and shall pay any
commissions, fees or other charges (including expenses) which may be payable to
any broker or finder in connection with this Lease or the purchase of the
Demised Premises pursuant to Section 21.02 hereof. Lessee warrants that it has
dealt with no broker in connection with this Lease other than Triangle Realty &
Management Company.
Section 27.08. Notwithstanding anything to the contrary contained in
the Lease, Lessee shall have the right, exercisable at any time upon notice to
Lessor given prior to the date (the "Termination Date") which is one hundred
(100) days from the date hereof, to terminate this Lease as of a date not later
than five (5) days from the date of such notice if (a) Lessee shall fail to
obtain all required approvals for Lessee's establishment of a branch banking
office in the Demised Premises, given without
24
condition, from the Banking Agencies, on or before the date which is ninety (90)
days from the date hereof, or (b) any Banking Agency shall deny Lessee's request
to establish such branch banking office in the Demised Premises. In the absence
of such notice of termination, this Lease shall continue in full force and
effect as if the contingency provided in this Section 27.08 was not a part of
this Lease. Lessee agrees to pay to Lessor nonrefundable minimum rent in the
amount set forth above through the date of such termination. Lessee agrees to
promptly file any and all applications with supporting documentation required to
obtain such approvals from the Banking Agencies and to diligently pursue
securing such approvals thereafter.
Section 27.09. Lessee acknowledges that a portion of the second floor
of the Demised Premises known as apartment B, consisting of five (5) rooms and
one (1) bath (the "Occupied Space") is occupied by certain individuals. Lessor
represents and warrants that such occupancy arose pursuant to the sublease dated
June 1, 1982 between Triangle Realty & Management Co., as agent for a previous
tenant of the Demised Premises, and Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxxx, his wife
(the "Patchells"), (b) the prime lease giving rise to the Patchells' occupancy
has terminated and such prime tenant has vacated the Demised Premises, (c) the
Patchells occupy the Occupied Space as tenants from month-to-month, (d) there
are no other leases, agreements or rights of occupancy with the Patchells or any
other individual affecting the Demised Premises, and (e) there are no other
tenants or occupants of the Demised Premises or any part thereof. Lessor agrees
that Lessee shall have no responsibility, liability or obligation whatsoever
from, under or with respect to the Occupied Space or the occupants thereof,
including, but not limited to, providing any services, utilities, maintenance or
repairs with respect to the Occupied Space and Lessor agrees to assume the sole
liability and responsibility therefore (as if the Occupied Space did not form a
part of the Demised Premises) until such time as possession thereof shall be
delivered to Lessee free of such tenants or occupants.
Lessor, for herself, her heirs, executors, administrators and assigns
does hereby release, relieve and discharge Lessee, its successors and assigns of
and from and Lessor agrees to indemnify and save Lessee harmless from and
against any and all liabilities, obligations, damages, penalties, claims, costs,
charges and expenses, including reasonable attorneys' fees and disbursements,
which may be imposed upon, incurred by or asserted against Lessee from, under or
in connection with the Occupied Space, or any use or occupancy thereof,
including, but not limited to, reimbursement of an equitable portion of any
additional rent payable by Lessee on account of Taxes, liability insurance, or
utilities consumed in the Occupied Space which are not separately metered from
the remainder of the Demised
25
Premises, until such time as possession of the Occupied Space shall be delivered
to Lessee free of such tenants or occupants. The indemnity of Lessor set forth
in the preceding sentence shall survive any expiration or termination of this
Lease.
Lessor agrees that at her sole cost and expense (and at no cost or
expense to Lessee) she shall promptly take or cause to be taken the necessary
and appropriate action, including, but not limited to, the institution of the
necessary proceedings for recovery of possession of the Occupied Space, as shall
be necessary or appropriate to remove any occupants from possession thereof and
deliver the Occupied Space to Lessee free of any tenancies or rights of
occupancy and to prosecute the same with due diligence. In the event possession
of the Occupied Space has not been delivered to Lessee on or before the
Termination Date free and clear of any tenancies or occupancies, then, (i)
Lessee shall have the right to terminate this Lease at any time prior to such
delivery to Lessee of possession of the Occupied Space, and (ii) without
limitation of such right of termination, until such time as possession thereof
shall be delivered to Lessee, the minimum rent payable hereunder shall be
reduced to One Hundred Dollars ($100) per month. In the event Lessor shall
deliver occupancy of the Occupied Space to Lessee prior to the Termination Date
and Lessee shall thereafter terminate this Lease pursuant to Section 27.08
hereof, then, upon such termination, Lessee shall pay to Lessor an amount equal
to Five Hundred Fifty dollars ($550.).
Section 27.10. Upon request of Lessee, Lessor shall promptly execute,
acknowledge and deliver to the title insurance company (the "Title Company")
insuring Lessee's estate in the Demised Premises the Title Company's customary
form of seller's affidavit, together with such documentary evidence as the Title
Company may reasonably require to remove any exception taken on account of real
estate taxes, water and sewer rents, federal or Pennsylvania estate or
inheritance taxes, the death of Xxxxxx Xxxxx and, to the extent removable by
Lessor by the provision of such documentary evidence, if and to the extent in
the possession of Lessor, any other exception taken by the Title Company to
Lessee's title.
Section 27.11. This Lease shall be construed and enforced in accordance
with the law of the Commonwealth of Pennsylvania.
26
IN WITNESS WHEREOF, the Lessor and Lessee have each caused this Lease
to be executed on the day and year first above written.
LESSOR:
--------------------------------------
XXXXXX XXXXX
LESSEE:
CRUSADER SAVINGS & LOAN ASSOCIATION
By:/s/ Xxxx X. Xxxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxxx, President
Attest: [illegile]
---------------------------------------
, Secretary
27
EXHIBIT "A"
ALL THAT CERTAIN lot or piece of ground with the buildings and
improvements thereon erected SITUATE in the 53rd Xxxx of the City of
Philadelphia, described according to a Survey and Plan thereof made by Xxxxxx X.
Xxxx, Surveyor and Regulator of the 0xx Xxxxxxxx on November 19, 1959 described
as follows to wit:-
BEGINNING at a point of intersection of the Northwesterly side of
Castor Avenue (One Hundred feet wide) and the Southwesterly side of Xxxxxx
Street (Forty feet wide) thence extending along the Northwesterly side of Castor
Avenue South Thirty-eight degrees Sixteen minutes Forty-four seconds West
Twenty-eight feet to a point, thence extending North Fifty-two degrees Eighteen
minutes, Seven seconds West partly passing through the party wall between this
premises and the premises adjoining on the Southwest and crossing the bed of a
Fourteen feet wide driveway which extends Southwestwardly into Greeby Street
(Forty feet wide) and Northeastwardly into Xxxxxx Street Ninety feet Five
and-one-quarter inches to a point on the Northwesterly side of aforesaid
Fourteen feet wide driveway, thence extending along the Northwesterly side of
aforesaid Fourteen feet wide driveway North Thirty-eight degrees Sixteen minutes
Forty-four seconds East Twenty-eight feet to a point on the Southwesterly side
of Xxxxxx Street, thence extending along the Southwesterly side of Xxxxxx Street
South Fifty-two degrees Eighteen minutes Seven seconds East crossing the head of
aforesaid Fourteen feet wide driveway Ninety feet Five and one-quarter inches to
a point of intersection of the Southwesterly side of Xxxxxx Street and the
Northwesterly side of Castor Avenue, the first mentioned point and place of
beginning.
Being 0000 Xxxxxx Xxxxxx.
BEING, inter alia, the same premises which Max Wm. Xxxxxx, Xxxxxx X.
Xxxxxx and Xxxxx X. Xxxx, Trustees under Deed of Trust dated May 20, 1947, by
Indenture dated February 15, 1960 and recorded in the Office of the Recorder of
Deeds for Philadelphia County in Book C.A.B. 1289, page 537 granted and conveyed
unto Xxxxxx Xxxxx and Xxxxxx X. Xxxxx, his wife, in fee.
TOGETHER with the free and common use, right, liberty and privilege of
the aforesaid driveway as and for a passageway, automobile driveway and
watercourse at all times hereafter.
A-1
