exv10w2



 






Exhibit 10.2




LEASE




from




WWM PROPERTIES, LLC , Landlord




to




YARDVILLE NATIONAL BANK, Tenant




RE:




Route 571 and Southfield Road, Block 113 Lot 1




      
            
                 
          & Block 28 Lot 1

West Windsor, Mercer County, New Jersey




DATA & EXHIBITS




	 	 	 
	DATE OF LEASE:

	 	                                        , 2005
	 
	 	 
	LOCATION OF DEMISED PREMISES:

	 	Route 571 and Southfield Road, Block 113 Lot 1 and Block 28 Lot 1
	

	 	West Windsor, Mercer County, New Jersey






	 	 	 	 	 	 	 	 	 	 	 	 	 
	RENT:	 	 	Period	 	Annual Rent	 	 	Monthly Rent	 
	 	 	 	 	Years 1 – 2
	 	$	135,000.00	 	 	$	11,250.00	 
	 	 	 	 	Years 3 – 5
	 	$	150,000.00	 	 	$	12,500.00	 
	 	 	 	 	Year 6
	 	$	154,500.00	 	 	$	12,875.00	 
	 	 	 	 	Year 7
	 	$	159,135.00	 	 	$	13,261.25	 
	 	 	 	 	Year 8
	 	$	163,909.00	 	 	$	13,659.08	 
	 	 	 	 	Year 9
	 	$	168,826.00	 	 	$	14,068.84	 
	 	 	 	 	Year 10
	 	$	173,891.00	 	 	$	14,490.92	 
	 	 	 	 	Year 11
	 	$	179,108.00	 	 	$	14,925.67	 
	 	 	 	 	Year 12
	 	$	184,481.00	 	 	$	15,373.42	 
	 	 	 	 	Year 13
	 	$	190,015.00	 	 	$	15,834.58	 
	 	 	 	 	Year 14
	 	$	195,716.00	 	 	$	16,309.67	 
	 	 	 	 	Year 15
	 	$	201,588.00	 	 	$	16,799.00	 






	 	 	 
	LEASE TERM:

	 	Fifteen (15) years.
	 
	 	 
	RENEWAL OPTIONS:

	 	Two (2) renewal options of five (5) years each.
	 
	 	 
	NOTICE FOR RENEWALS:

	 	Twelve (12) Months.






	 	 	 	 	 
	NOTICES:

	 	Landlord:
	 	          WWM PROPERTIES, LLC.
	

	 	 	 	          c/o Hofing Management
	

	 	 	 	          928 West State Street
	

	 	 	 	          Trenton, NJ 08618
	

	 	 	 	with a copy to:
	

	 	 	 	           Edgewood Properties, Inc.
	

	 	 	 	          1260 Stelton Road






1









 






	 	 	 	 	 
	

	 	 	 	          Piscataway, NJ 08854

	

	 	 	 	          Attn.: Sheryl Weingarten
	 
	 	 	 	 
	

	 	 	 	          Tenant: YARDVILLE NATIONAL BANK
	

	 	 	 	           Box 8487
	

	 	 	 	           Trenton, New Jersey 08650
	

	 	 	 	          Attn.: Frank Durand
	

	 	 	 	with a copy to:
	

	 	 	 	           YARDVILLE NATIONAL BANK
	

	 	 	 	           2465 Kuser Road
	

	 	 	 	          Hamilton, New Jersey 08690
	

	 	 	 	           Attn.:Daniel J. O’Donnell, Esq.
	EXHIBITS:
	 	 	 	 






	 	 	 	 	 
	

	 	A:
	 	Plan showing location of Demised Premises
	

	 	B:
	 	Landlord’s Work
	

	 	C:
	 	Signs
	

	 	D:
	 	Exclusives
	

	 	E:
	 	Rules and Regulations






2









 






INDEX TO LEASE




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Article I

	 	Definitions
	 	 	5	 
	Article II

	 	Lease of Demised Premises
	 	 	6	 
	Article III

	 	Term
	 	 	7	 
	Article IV

	 	Rent
	 	 	7	 
	Article V

	 	Tenant Reimbursements
	 	 	8	 
	Article VI

	 	Utilities
	 	 	11	 
	Article VII

	 	Maintenance
	 	 	12	 
	Article VIII

	 	Tenant’s Insurance
	 	 	13	 
	Article IX

	 	Limitations on Use; Rules & Regulations; Trade Name
	 	 	14	 
	Article X

	 	Compliance with Applicable Law
	 	 	15	 
	Article XI

	 	Preparation of Demised Premises
	 	 	16	 
	Article XII

	 	Tenant’s Work
	 	 	16	 
	Article XIII

	 	Landlord’s Entry on Demised Premises
	 	 	18	 
	Article XIV

	 	Assignment and Subletting
	 	 	18	 
	Article XV

	 	Indemnification of Landlord
	 	 	19	 
	Article XVI

	 	Fire and Casualty
	 	 	20	 
	Article XVII

	 	Condemnation
	 	 	21	 
	Article XVIII

	 	Events of Default
	 	 	23	 
	Article XIX

	 	Landlord’s Remedies
	 	 	24	 
	Article XX

	 	Surrender of Demised Premises
	 	 	18	 
	Article XXI

	 	Holding Over
	 	 	18	 
	Article XXII

	 	INTENTIONALLY OMMITTED
	 	 	18	 
	Article XXIII

	 	Common Areas
	 	 	18	 
	Article XXIV

	 	Signs
	 	 	19	 
	Article XXV

	 	Subordination
	 	 	19	 
	Article XXVI

	 	Nature of Landlord’s Liability
	 	 	19	 
	Article XXVII

	 	Waiver
	 	 	20	 
	Article XXVIII

	 	Quiet Enjoyment
	 	 	20	 
	Article XXIX

	 	INTENTIONALLY OMMITTED
	 	 	21	 
	Article XXX

	 	Waiver of Subrogation
	 	 	21	 






3









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	Article XXXI

	 	INTENTIONALLY OMMITTED
	 	 	21	 
	Article XXXII

	 	Miscellaneous
	 	 	21	 
	Article XXXIII

	 	Leasehold Mortgages
	 	 	23	 
	Article XXXIV

	 	Tenant’s Responsibility Regarding Hazardous Substances
	 	 	25	 
	Article XXXV

	 	ISRA Compliance
	 	 	26	 
	Article XXXVI

	 	Sorting and Separation of Refuse and Trash
	 	 	26	 
	Article XXXVII

	 	Removal of Garbage and Debris
	 	 	27	 
	Article XXXVIII

	 	Renewal Option
	 	 	27	 






4









 






               THIS LEASE, dated the                      day of                     , 2005, between WWM
PROPERTIES, LLC., a New Jersey Limited Liability Company, with offices at c/o Hofing Management,
928 West State Street, Trenton, NJ 08618 (hereinafter referred to as the “Landlord”); and YARDVILLE
NATIONAL BANK, Box 8487, Trenton, New Jersey 08650 (hereinafter referred to as the “Tenant”).



W I T N E S S E T H:




     In consideration of the agreements contained in this Lease, and for other good and valuable
consideration, Landlord and Tenant covenant and agree as follows:



ARTICLE I




Definitions




     For purposes of this Lease, the following terms shall have the indicated meanings:



     Section 1.01. “Additional Rent” shall mean any sums other than Fixed Rent which Tenant is
required to pay to Landlord under this Lease.



     Section 1.02. “Applicable Laws” shall mean all present and future laws, ordinances,
resolutions, regulations and orders of all governmental entitles at any time having jurisdiction
over the Shopping Center.



     Section 1.03. “Commencement Date” shall mean the date of the issuance of a temporary or
permanent Certificate of Occupancy for the Demised Premises to be used and occupied only for lawful
purposes, more specifically bank branch and office use.



     Section 1.04. “Common Areas” shall mean all areas of the Shopping Center that are designated
by Landlord from time to time for the general use and convenience of Tenant and other tenants of
the Shopping Center and their respective authorized representatives and invitees. Common Areas
include, without limitation, pedestrian walkways and patios, landscaped areas, sidewalks (exclusive
of sidewalks in front of the Demised Premises), service corridors, restrooms, stairways, decorative
walls, plazas, throughways, loading areas, parking areas and roads.



     Section 1.05. “Demised Premises” shall mean those premises as outlined or designated on the
plan attached hereto and marked as Exhibit A, being a part of the Shopping Center. Said Demised
Premises containing approximately 3,000 square feet plus drive-thru canopy.



     Section 1.06. “Excusable Delay” shall mean that any time limits required to be met by either
party hereunder, whether specifically made subject to Excusable Delay or not, except those related
to the payment of Fixed Rent, Percentage Rent, if any, or Additional Rent, shall, unless
specifically stated to the contrary elsewhere in this Lease, be automatically extended by the
number of days by which any performance called for is delayed due to Excusable Delay. Excusable
Delay shall mean and include those situations beyond Landlord’s or Tenant’s control, including by
way of example and not by way of limitation, acts of God; accidents, repairs, strikes, shortages of
labor, supplies or materials; inclement weather or, where applicable, the passage of time while
waiting for an adjustment of insurance proceeds.



     Section 1.07. “Fixed Rent” shall mean the guaranteed fixed rent during the Term of Two
Million, Five Hundred Forty Two Thousand, Seven Hundred, Sixty Three ($2,542,763) Dollars, to
accrue as follows:



5









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	RENT:	 	 	Period	 	Annual Rent	 	 	Monthly Rent	 
	 	 	 	 	Years 1 – 2
	 	$	135,000.00	 	 	$	11,250.00	 
	 	 	 	 	Years 3 – 5
	 	$	150,000.00	 	 	$	12,500.00	 
	 	 	 	 	Year 6
	 	$	154,500.00	 	 	$	12,875.00	 
	 	 	 	 	Year 7
	 	$	159,135.00	 	 	$	13,261.25	 
	 	 	 	 	Year 8
	 	$	163,909.00	 	 	$	13,659.08	 
	 	 	 	 	Year 9
	 	$	168,826.00	 	 	$	14,068.84	 
	 	 	 	 	Year 10
	 	$	173,891.00	 	 	$	14,490.92	 
	 	 	 	 	Year 11
	 	$	179,108.00	 	 	$	14,925.67	 
	 	 	 	 	Year 12
	 	$	184,481.00	 	 	$	15,373.42	 
	 	 	 	 	Year 13
	 	$	190,015.00	 	 	$	15,834.58	 
	 	 	 	 	Year 14
	 	$	195,716.00	 	 	$	16,309.67	 
	 	 	 	 	Year 15
	 	$	201,588.00	 	 	$	16,799.00	 






all payable in the manner provided in Section 4.01.




     Section 1.08. “Lease Year” shall mean the period beginning on the Commencement Date and ending
one year thereafter.



     Section 1.09. “Permitted Trade Name” shall mean Yardville National Bank or YNB.



     Section 1.10. “Permitted Use” shall mean the use of the Demised Premises by Tenant for the
following purposes only: as a financial institution.



     Section 1.11. “Rent” shall mean and include Fixed Rent and Additional Rent.



     Section 1.12. “Rent Commencement Date”: shall mean the Commencement Date.



     Section 1.13. “Shopping Center” shall mean Village Center located at Route 571 and Southfield
Road, West Windsor, New Jersey.



     Section 1.14. “State” shall mean the State of New Jersey.



     Section 1.15. “Tenant’s Share” shall mean and be equal to a fraction, the numerator of which
is the square footage of the gross floor area of Tenant’s improvements constructed on the Demised
Premises and the denominator of which is the square footage of the gross floor area of all
buildings in the Shopping Center.



     Section 1.16. “Term” shall mean fifteen years.



ARTICLE II




Lease of Demised Premises




     Section 2.01. Landlord agrees to lease the Demised Premises to Tenant, and Tenant agrees to
rent the Demised Premises from Landlord, upon and subject to the conditions hereinafter contained.



6









 





ARTICLE III




Term




     Section 3.01. The Term shall commence on the Commencement Date and shall expire on the last
day of the month fifteen years after the Rent Commencement Date (herein the “Term Expiration
Date”).



     Section 3.02. All of the obligations of Landlord are expressly conditioned upon the ability of
Landlord to give possession of the Demised Premises to Tenant. Landlord shall have no liability
whatsoever by reason of its inability to complete Landlord’s Work, as hereinafter defined.



     Section 3.03. If requested by Landlord, Tenant will execute and return within seven (7) days
after presentation by Landlord an agreement confirming the Commencement Date, the Rent Commencement
Date and the date established for the expiration of the Term.



     Section 3.04. All of the obligations of Tenant are expressly conditioned upon the Tenant
receiving, within ninety (90) days of the full execution of this Lease, all necessary approvals
from the Comptroller of the Currency to operate a bank branch at this location.



ARTICLE IV




Rent




     Section 4.01. Tenant agrees to pay to Landlord the Fixed Rent, without notice or demand, in
equal monthly installments, in advance, on or before the first day of each and every successive
calendar month during the Term hereof, except the first month’s Fixed Rent shall be paid upon the
execution of this Lease. The Fixed Rent shall commence on the Rent Commencement Date. The Fixed
Rent for any period which is for less than a full month shall be a prorated portion of the Fixed
Rent based on a thirty (30) day month.



     Section 4.02. The Fixed Rent shall be paid to Landlord by Tenant, without deduction,
counterclaim or setoff, except as expressly provided herein, and at Landlord’s address or at such
place as Landlord may from time to time designate in writing.



     Section 4.03. If any payment of Rent is not received by Landlord within five (5) business days
of the date when due, Tenant shall pay to Landlord on demand as a late charge, interest on the
overdue Rent at the lesser of the maximum rate permitted by law or eighteen (18%) percent per anum
from the due date. Acceptance of any late charge shall not constitute a waiver of Tenant’s default
with respect to the overdue amount, or prevent Landlord from exercising any of the other rights and
remedies available to Landlord.



     Section 4.04. No abatement, diminution or reduction of the Basic Rent, or any additional rent
or other charges required to be paid by Tenant pursuant to the terms of this Lease, shall be
claimed by, or allowed to, Tenant for any inconvenience, interruption, cessation or loss of
business or otherwise, caused directly or indirectly by any present or future laws, ordinances,
order, rules, regulations or requirements of any Federal, State, County or Municipal governments,
or by priorities, rationing or curtailment of labor or material, or by war, civil commotion strikes
or riots, or any matter or thing resulting there from or by any other cause or causes beyond the
control of Landlord, including, without limitations, casualty to the Demised Premises, nor shall
this Lease in any way be affected by any such causes, except as expressly provided in this Lease.



7









 





ARTICLE V




Tenant Reimbursements




     Section 5.01. In addition to the Fixed Rent and commencing on the Commencement Date, Tenant
shall pay to Landlord as Additional Rent, Tenant’s Share of the following taxes, insurance premiums
and Common Area costs (hereinafter called “Reimbursements”):



               (A) All real property taxes and special assessments (the “Real Estate Taxes”) levied or
assessed against the Shopping Center. Tenant shall not be required to pay any taxes imposed upon
the net income of Landlord or franchise taxes of Landlord, or any estate, succession, inheritance
or transfer taxes imposed upon Landlord. If, at any time during the Term, any lawful governing
authority levies or assesses against Landlord any tax, fee, or excise, however described, as a
direct substitution in whole or in part for, or in addition to, or as the substantial equivalent of
any Real Estate Taxes, then Tenant shall pay as provided herein Tenant’s Share of that tax, fee or
excise. Tenant shall pay before delinquency all taxes, assessments, license fees, and other
charges that are levied or assessed against Tenant’s personal property located on the Demised
Premises. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these
payments. If any taxes on Tenant’s personal property are levied against Landlord or Landlord’s
property, or if the assessed value of the Shopping Center is increased by the inclusion of a value
placed on Tenant’s personal property or as a result of alterations, additions or improvements made
to the Demised Premises by or for Tenant, Tenant, on demand, shall immediately pay to Landlord as
Additional Rent the sum of the taxes levied against Landlord, or the proportion of the taxes
resulting from such increase in Landlord’s assessment caused thereby. Landlord shall be entitled
to, in good faith using its reasonable determination, ascertain the value of the tax increase
attributable to Tenant’s personal property or alterations, additions or improvements.




                    (1.) If permitted by the appropriate taxing authority without the necessity of a
subdivision, Tenant shall make application for the Demised Premises and the improvements
erected thereon to be treated as a separate tax lot and, if successful, shall pay real
property taxes and special assessments directly to the taxing authority. In this event, real
property taxes and assessments will not be paid to Landlord as additional rent.




                    (2.) Nothing herein contained shall require Tenant to pay any Federal or State income
taxes assessed against the Landlord, or any gift, estate, succession, inheritance or
transfer taxes of Landlord imposed as owner of the fee interest of the Demised Premises or
any taxes imposed upon rent as such, payable by Tenant under this Lease; provided, however,
that if at any time during the term of this Lease the methods of taxation prevailing at the
Commencement Date shall be altered so that in lieu of or as a substitute for the whole or
any part of the taxes, assessments, levies, impositions or charges now levied, assessed or
imposed on real estate and improvements thereon there shall be levied, assessed and imposed
a tax, assessment, levy, imposition or charge, wholly or partially as a capital levy or
otherwise, upon the rents received therefrom, or measured by or based in whole or in part
upon the Demised Premises and imposed upon Landlord, than all such taxes, assessments,
levies impositions, or charges or any part thereof so measured or based shall be deemed to
be included within the term “Impositions” for the purposes hereof to the extent that such
imposition would be payable if the Demised Premises were the only property of Landlord
subject to such Imposition, and Tenant shall pay and discharge the same as herein provided
in respect of the payment of Impositions. Subject to the specific exclusions set forth
above in this Section 5.01, Tenant shall in addition to the foregoing, pay any new taxes of
a nature not presently in effect, but which may be hereafter levied against or imposed upon
Landlord or the Demised Premises if such tax shall be based on or arise out of the
ownership, use or operation of the Demised Premises.



8









 






                    (3.) If Tenant pays Real Estate Taxes separately, then Tenant, upon request of
Landlord, shall furnish to Landlord, or if requested by Landlord furnish to any fee
mortgagee, within ten (10) days after the date when such Imposition will become due,
official receipts if available of the appropriate taxing authority, or other evidence
satisfactory to Landlord or such mortgagee evidencing the payment thereof. The certificate,
receipt or bill of the appropriate official designated by law to make or issue the same
shall be prima facie evidence that such Imposition is due and unpaid, or has been paid at
the time of the making or issuance of such certificate, receipt or bill.




                    (4.) Landlord appoints Tenant the attorney-in-fact of Landlord for the purpose of
making all payments to be made by Tenant pursuant to any of the provisions of this Lease to
persons or entities other than Landlord. In case any person or entity to whom any sum is
directly paid by Tenant under any of the provisions of this Lease shall refuse to accept
payment of such sum from Tenant, Tenant shall thereupon give written notice of such fact to
Landlord and shall pay such sum to Landlord at the address specified herein and Landlord
shall thereupon pay such sum to such person or entity.




                    (5.) Notwithstanding any other provision herein set forth, Tenant, in addition to being
responsible for taxes and insurance as herein set forth, shall be responsible for all fire
insurance premiums on buildings and improvements situate on the Demised Premises from the
dates when Impositions are first payable by Tenant pursuant to Section 5.01 above through
and inclusive of the dates when Basic Rent as herein set forth shall be payable.




                    (6.) Tenant, at its own cost and expense, shall take good care of the Demised Premises,
all exclusive rights of way, curbs and appurtenances thereto and maintain and repair any
easements used in common with others in accordance with any maintenance and repair
obligations relating thereto, and shall keep the same in good order and condition, and
reasonably free of any dirt, rubbish, snow, ice and unlawful obstructions. Landlord is
responsible for snow removal from Tenant’s drive-thru area.




                    (7.) Tenant has the right to seek a reduction in the valuation of the Demised Premises
for tax purposes and to contest in good faith by appropriate proceedings, at Tenant’s
expense, the amount of validity in whole or in part of any imposition, tax or assessment
affecting the Demised Premises.




                    (8.) Landlord shall not be required to join in any proceedings referred to herein
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 Landlord or any owner of the Demised
Premises, in which event Landlord shall join in such proceedings or permit the same to be
brought in its name. Landlord shall not ultimately be subjected to any liability for the
payment of any costs or expenses in connection with any such proceedings, and Tenant shall
indemnify and save harmless Landlord from any such costs and expenses. Tenant shall be
entitled to any refund of any imposition and penalties or interest thereon received by
Landlord which have been paid by Tenant or which have been paid by Landlord but previously
reimbursed in full by Tenant.




                    (9.) Landlord, in the event Tenant has not filed an appeal, reserves unto itself the
right to appeal and seek a reduction in the valuation of the Demised Premises for real
estate tax purposes.



9









 






                    (10.) Tenant is only responsible for its share of Reimbursements and Impositions which
come due during Tenant’s Term, and Landlord agrees that any improvement assessments will be
paid in the maximum number of permitted installments.




               (B) All insurance premiums incurred by Landlord for policies of insurance maintained on
or with respect to the Shopping Center, including but not limited to fire and extended
coverage insurance, liability insurance, workmen’s compensation, rent interruption insurance
and any other insurance that Landlord deems necessary to be carried on or with respect to
the Shopping Center. If the rate of any insurance carried by Landlord is increased as a
result of Tenant’s use of the Demised Premises, then Tenant shall pay to Landlord as
Additional Rent, upon demand, the full amount of any such increase.




               (C) All customary and reasonable sums expended by Landlord for the maintenance and
operation of the Common Areas, and an allowance to Landlord for Landlord’s supervision of
maintenance and operation of the Common Areas in an amount equal to 15% times the total
Common Area Expenses of the Shopping Center (excluding Real Estate Taxes and insurance).
Costs for maintenance and operation of the common areas shall include by way of example and
not by way of limitation, the costs of the following: resurfacing, paving, repainting and
restriping, roof repairs, exterminating, cleaning, sweeping, and other maintenance and
repair services with respect to the Common Areas of the Shopping Center, or any part
thereof;; policing and providing for security guards or security patrols; costs for local
fire protection; purchasing and maintaining refuse receptacles and costs of trash removal;
planting and relandscaping; snow removal; purchasing, constructing, maintaining or repairing
car stops, directional signs and other markers; lighting and other utilities; reasonable
depreciation allowance on improvements, machinery, and equipment used in connection with the
Common Areas; such fees as may be paid to any third party in connection with such
maintenance and operation or the management of the Shopping Center (such management fees are
to be in lieu of the 5% Landlord’s supervision fee set forth above); and such other costs as
the Landlord, in its reasonable discretion, shall deem necessary for the maintenance and
operation of the Common Areas. All Capital Expenditures made to the Shopping Center, i.e.,
expenditures which, in accordance with generally accepted accounting principles, are not
fully chargeable to current expense in the year the expenditure is incurred, shall be
excluded from Common Area Expenses except the cost of repaving described above, which
repaving cost will be amortized over the useful life of the improvement.



     Section 5.02. Landlord may submit to Tenant a statement of anticipated monthly Reimbursements
for the period between the Commencement Date and the end of the first Lease Year and for each
subsequent Lease Year or fraction thereof. If so, Tenant shall pay such Reimbursements on a pro
rata monthly basis concurrent with the payment of the Fixed Rent. Tenant shall continue to make
said monthly payments until notified by Landlord of a change thereof. Landlord shall furnish to
Tenant a statement showing the total Reimbursements, Tenant’s Share of total Reimbursements for the
prior Lease Year, and the payments made by Tenant with respect to such Lease Year, within sixty
(60) days after the end of each Lease Year. However, Landlord’s failure to provide such statement
of Reimbursements by the date provided hereinabove shall in no way excuse Tenant from its
obligation to pay its pro rata share of Reimbursements or constitute a waiver of Landlord’s right
to bill and collect such pro rata share of Reimbursements from Tenant in accordance with this
Article, provided that Landlord submits a final statement of total reimbursements for a particular
calendar year within one year after the end of such calendar year. If Tenant’s Share of
Reimbursements for the Lease Year exceeds the payments made by Tenant, Tenant shall pay Landlord
the deficiency within ten (10) days after receipt of the statement. If Tenant’s payments made
during the Lease Year exceed Tenant’s Share of Reimbursements, Landlord shall credit the sum of
such excess toward the monthly Reimbursements next coming due or, if there are insufficient
installment periods remaining in Tenant’s term, pay same over to Tenant. The actual Reimbursements
of the prior Lease Year may be used for the purpose of calculating the



10









 




anticipated monthly Reimbursements for the then current Lease Year, subject to the right of
Landlord to increase the monthly Reimbursements for anticipated increased costs. . Tenant shall
have the right, on an annual basis and at Tenant’s sole cost, to audit all Common Area costs
charged by the Landlord.




     Section 5.03. Landlord shall keep full, complete and proper books, records and accounts of
Common Area Expenses. No more than once per annum and upon reasonable written notice, Tenant and
its agents and employees shall have the right at any time and at all times during regular business
hours to examine and inspect all books and records of Landlord pertaining to Common Area Expenses
for the purpose of investigating and verifying the accuracy of any statement of Common Area
Expenses. Once in any calendar year, Tenant may cause an audit of Common Area Expenses to be made
by an independent certified accountant of Tenant’s selection and, if the Common Area Expenses for
the accounting period covered by the statement which is the subject of the audit are found to be
overstated by more than five percent (5%), Landlord shall immediately pay to Tenant the cost of
such audit, not to exceed the lesser of the amount of the discrepancy or One Thousand Dollars
($1,000.00), plus the amount of any overpayment made by Tenant to Landlord, otherwise the cost of
such audit shall be paid by Tenant. If the statement of Common Area Expenses which is the subject
of the audit is otherwise found to be incorrect, the party found to be owing money shall promptly
pay an offsetting sum to the other party.



ARTICLE VI




Utilities




     Section 6.01. Tenant shall pay promptly for all water, gas, heat, light, power, sewer charges,
telephone installation utility hookup, connection and service charges, sprinkler standby charges,
and for all other services and utilities supplied to the Demised Premises on and after the
Commencement Date, together with any tax, excise or surcharge thereon. Within ten (10) days after
the expiration or termination of the Term of this Lease, Tenant shall provide Landlord with
satisfactory evidence that all such utility charges have been paid through the last day of the
Term. Tenant agrees to immediately apply for all applicable utilities to be separately metered and
billed to Tenant. If any such services are not separately metered to and paid by Tenant, or if any
such services are furnished and paid for by Landlord, Tenant shall pay to Landlord as Additional
Rent a reasonable proportion to be determined by Landlord of all charges jointly metered with other
premises and all services which are furnished and paid for by Landlord. If Landlord is required to
construct new or additional utility installations, including, without limitation, wiring, plumbing,
conduits, and mains, resulting from Tenant’s changed or increased requirements, Tenant shall on
demand pay to Landlord, in advance of installation, the total cost of such installation. Landlord
reserves the right to interrupt the supply of water, gas, electric and also sewer service and any
other similar utilities for the Demised Premises when required by reason of accident or of repairs,
alterations or improvements, until such repairs, alterations or improvements shall have been
completed. Landlord agrees to use its best efforts to limit such interruptions to non-business
hours.



     Section 6.02. Landlord can discontinue, without notice to Tenant, any of the utilities or
services furnished to the Demised Premises for which Tenant fails to pay and no such discontinuance
shall be deemed an actual or constructive eviction.



     Section 6.03. Under no circumstances shall Landlord be liable to Tenant on account of the
failure, discontinuance, interruption or quality of the utilities or services furnished to the
Demised Premises, regardless of whether such utilities or services are furnished by Landlord or by
third parties, nor shall any of the foregoing excuse any payment or performance by Tenant, unless
caused by the gross negligence of



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Landlord, provided, however, if said utilities are discontinued, at no fault of the Tenant, for a
consecutive period of 180 days or more, the Tenant shall have the right to terminate this Lease.




ARTICLE VII




Maintenance




     Section 7.01. Tenant, at its sole expense, shall maintain, in good condition and repair, the
Demised Premises and every part thereof (except those portions required to be maintained by
Landlord as hereinafter provided) including by way of example and not by way of limitation, the
maintenance, replacement and repair of all of Tenant’s building, Tenant’s personal property,
Tenant’s signs as permitted by the provisions of this Lease, storefronts, doors, window treatments,
plate glass and show windows, door and window frames and moldings,, plumbing and pipes (including
any damage to plumbing and pipes caused by the introduction of any foreign matter into the plumbing
system by Tenant or Tenant’s employees or customers), electrical wiring and conduits, and the roof,
to the extent of any installations for vents, skylights or other installations made by Tenant.
Tenant shall be liable for any damage to the building on the Demised Premises and other buildings
in the Shopping Center, resulting from the acts or omissions of Tenant or its representatives,
employees or customers. Tenant shall maintain its store windows in a clean and neat condition and
shall keep the sidewalks adjoining the Demised Premises free from ice, snow and rubbish. Tenant
shall be responsible for snow removal, cleaning and landscape maintenance in the area depicted on
Exhibit A-1.



     Section 7.02. Should Tenant fail to maintain, replace or repair the Demised Premises pursuant
to Section 7.01, Landlord shall give Tenant specific, written notice thereof, and Tenant shall have
thirty (30) days thereafter to cure such failure, or such longer period as is reasonably necessary.
If such failure is not cured within said thirty (30) days, Landlord, at its option, may perform the
necessary maintenance, replacement or repair. Should Landlord opt not to perform the foregoing
work, it shall not in any way be liable for any damages sustained by Tenant, or any of Tenant’s
employees, invitees, licensees etc. Landlord shall bill Tenant directly for all costs associated
with the necessary maintenance, replacement or repair including, but not limited to any damage to
third parties affected by Tenant’s failure to perform said work, and said amount shall be deemed
Additional Rent and due Landlord with the next monthly payment of fixed rent. Failure of Tenant to
comply with this Section 7.02 shall be deemed an Event of Default under this lease, but only if
Tenant fails to cure such default prior to the expiration of the applicable grace period provided
in Article XVIII.



     Section 7.03. Landlord shall maintain in good condition the following with the cost for same
to be deemed Reimbursements and the Tenant shall be responsible for Tenant’s Share of such costs in
accordance with Article V: The roof and structural parts of the building and other improvements in
which the Demised Premises are located, which structural parts include the foundations, bearing and
exterior walls (excluding glass and doors and the frames and molding thereof), and the electrical,
plumbing and sewage systems lying outside the Demised Premises. Notwithstanding the foregoing, any
damage to the roof or structure caused by (i) any negligent act or omission by Tenant, its agents,
employees or invitees, (ii) any work done on the roof of the Demised Premises by Tenant, its agents
or employees, or (iii) vandalism or theft by Tenant, its agents, employees or invitees shall be
paid for in full by Tenant.



     Section 7.04. If Landlord fails to perform any of its obligations under Section 7.03, Tenant
shall give Landlord specific, written notice thereof, and Landlord shall have thirty (30) days
thereafter to cure such failure; provided, however, that if such cure cannot reasonably be
completed within such thirty (30) day period, then Landlord shall, subject to Excusable Delays,
commence to cure same within thirty (30) days and diligently and in good faith continue to cure
such failure to completion. The failure of Landlord to perform



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any such repairs shall not impose any liability on Landlord nor excuse any performance or payment
by Tenant required by this Lease




ARTICLE VIII




Tenant’s Insurance




     Section 8.01. Tenant, at its sole expense, shall maintain liability insurance with liability
limits for injury to persons of not less than Two Million and 00/100 ($2,000,000.00) Dollars per
person and Two Million and 00/100 ($2,000,000.00) Dollars per occurrence, and for injury to
property of not less than One Million and 00/100 ($1,000,000.00) Dollars per occurrence, insuring
against all liability arising out of the use or occupancy of the Demised Premises. All such
insurance shall insure performance by Tenant of the indemnity provisions of Article XV and shall
name Landlord, Tenant and such other persons with an interest in the Shopping Center as Landlord
shall designate as the insureds.



     Section 8.02. Tenant covenants and represents, said representation being specifically designed
to induce Landlord to execute this Lease, that Tenant’s personal property and fixtures and any
other items which Tenant may bring to the Premises which may be subject to any claim for damages or
destruction due to Landlord’s negligence shall be fully insured by a policy of insurance covering
all risks with no deductible which policy shall specifically provide for a waiver of subrogation
for Landlord and all Shopping Center tenants without regard as to whether or not same shall cost an
additional premium and notwithstanding anything to the contrary contained in this Lease. Should
Tenant fail to maintain said all risk insurance with the required waiver of subrogation, or fail to
maintain the liability insurance, naming Landlord as an additional named insured, then Tenant shall
be in default hereunder and shall be deemed to have breached its covenants as set forth herein, and
such breach shall constitute an Event of Default, unless Tenant cures such breach within the
applicable grace period provided in Article XVIII.



     Section 8.03. Tenant shall insure the improvements on the property in an amount equal to the
full replacement value of the improvements. Such replacement value shall be determined from time
to time but not more frequently than once in any one sixty (60) consecutive calendar months at the
request of Landlord by an appraiser, architect or contractor who shall be mutually and reasonably
acceptable to Landlord and Tenant.



               A.Insurance proceeds shall be held in an interest bearing account maintained by the attorneys
for Landlord and Tenant or if Tenant’s Mortgagee so requires, then such insurance proceeds shall be
held by Tenant’s Mortgagee, The proceeds shall first be used to pay Tenant’s mortgage, if Tenant’s
Mortgagee so elects, and the balance shall be used to construct or reconstruct buildings or
improvements having value substantially equivalent to or greater than the value of the building(s)
or improvement(s) damaged or destroyed. Tenant shall be responsible to provide any additional
funds above available insurance proceeds to complete the reconstruction. Progress payments for
reconstruction shall be paid to Tenant upon the written request of Tenant which shall be
accompanied by reasonable evidence signed by Tenant, or the executive officer of Tenant, or by the
architect or engineer in charge of such construction, dated not more than thirty (30) days prior to
such request, setting forth the following:



               B. That the sum then requested either has been paid by Tenant, or is justly due to
contractors, subcontractors, material men, engineers, architects or other persons who have rendered
services or furnished materials for the restoration therein specified, and giving a brief
description of such services and materials and the several amounts so paid or due to each of said
persons in respect thereof, and stating that no part of such expenditures has been or is being made
the basis, in any previous or then



13









 




pending request, for the payment of such monies or has been made out of the proceeds of such
monies received by Tenant, and that the sum then requested does not exceed the value of the
services and materials described in the certificate.




               C. That except for the amount, if any, stated pursuant to the foregoing sub clause A in such
certificate to be due for services and materials, there is no outstanding indebtedness shown on
Tenant’s books or known to the person signing such certificate, after due inquiry, for which
payment was made under any prior requisition for labor, wages, materials, supplies or services in
connection with such construction work, which if unpaid, might become the basis of a vendor’s,
mechanics, laborer’s or material men’s statutory or similar lien upon such construction or upon the
Demised Premises or any part thereof.



               D. An official search of the public records or a search of a title insurance company doing
business in the State of New Jersey showing that there has not been filed with respect to the
Demised Premises, or any part thereof, any vendor’s mechanic’s, laborer’s, material men’s or like
lien, which has not been discharged or record, except such as will be discharged by payment of the
amount then requested.



               E. If the net money as aforesaid at the time held by the attorneys for Landlord and Tenant, or
Tenant’s mortgagee, as the case may be, shall be insufficient to pay the entire cost of such
construction, Tenant shall pay the deficiency. If, on the other hand, there are any surplus funds
held by such attorneys or mortgagee, as the case may be, after payment of all costs of restoration,
such funds shall be paid over to Tenant.



     Section 8.04. All insurance required under this Lease shall be issued by insurance companies
of recognized responsibility which are authorized to do business in the State, having a Best Rating
of B+ or better. Tenant, prior to entering on the Demised Premises, shall deliver to Landlord each
policy or a certificate evidencing such policy, together with evidence of payment of premiums for
all policies of insurance required to be maintained by Tenant pursuant to the terms of this Lease.
Within thirty (30) days prior to the anniversary date of each policy of insurance required to be
maintained by Tenant pursuant to the terms of this Lease, Tenant shall deliver to Landlord evidence
of renewal of such policies, together with evidence of payment of premiums for all such policies.
Each policy shall be issued as a primary policy not contributing with and not in excess of coverage
of any insurance which Landlord may carry, and shall contain an endorsement requiring thirty (30)
days’ written notice from the insurance company to Landlord before cancellation or change in the
coverage, scope or amount of any policy.



ARTICLE IX




Limitations on Use; Rules and Regulations; Trade Name




     Section 9.01. Tenant shall use the Demised Premises for the Permitted Use only and shall not
use or permit the Demised Premises to be used for any other purpose without the prior written
consent of Landlord, which consent will not be unreasonably withheld or delayed. Tenant
acknowledges that Landlord may covenant with other tenants of the Shopping Center to restrict
specific uses elsewhere in the Shopping Center, and Tenant agrees, upon written notice from
Landlord, to thereafter immediately refrain from any use of the Demised Premises which is violative
of such covenant(s). Any breach of this Article shall constitute an Event of Default, but only if
Tenant fails to cure such breach within the applicable grace period provided in Article XVIII. This
Section shall not prohibit Tenant from operating a financial institution or other lawful use
permitted under this Lease.



14









 





     Section 9.02. Tenant shall not use or permit the Demised Premises to be used in any manner
that will constitute waste, nuisance, unlawful, immoral or objectionable activity, or unreasonable
annoyance (including, without limitation the use of loudspeakers or sound or light apparatus that
can be heard or seen outside the Demised Premises) to other tenants in the Shopping Center or which
will cause an increase in rates or a cancellation of any insurance policy covering the Shopping
Center. Tenant shall not use the Demised Premises for the preparation, manufacture or mixing of
anything that might emit any objectionable odor or objectionable noises or lights into the Shopping
Center. No secondhand store, auction, distress or fire sale, or bankruptcy or
going-out-of-business sale may be conducted on the Demised Premises without Landlord’s written
consent. Tenant shall not sell or display merchandise outside the confines of the Demised Premises
or within the Common Areas. Tenant shall not do anything on the Demised Premises that will in any
manner injure, vibrate, or shake the Demised Premises or overload the electrical system. Any
exclusive uses afforded to Tenant or restrictions made for the Tenant’s benefit under this Lease
shall not be applicable any store containing 8,000 square feet or more of space.



     Section 9.03. Tenant shall open the Demised Premises for the Permitted Use for at least one
day. If the Demised Premises are destroyed or partially condemned, and this Lease remains in full
force and effect, Tenant shall continue operation of its business at the Demised Premises to the
extent reasonably practical from the standpoint of good business judgment during any period of
reconstruction. While open, Tenant shall maintain adequate personnel for the efficient serving of
its customers. Tenant agrees that Landlord shall have the right to prohibit the continued use by
Tenant of any method of business operation, advertising or interior display if, in Landlord’s
reasonable opinion, the continued use thereof would impair the reputation of the Shopping Center or
is otherwise out of harmony with the general character thereof, and upon notice from Landlord,
Tenant shall immediately refrain from or discontinue such activities. Tenant shall employ its best
efforts to operate the business conducted on the Demised Premises in a manner consistent with a
first class shopping center. Notwithstanding the above, any reduction in the amount of square
footage in the Demised Premises, resulting from any partial destruction or condemnation, will in
turn cause an equitable adjustment in rent, in proportion to the portion of the Demised Premises
destroyed or condemned.



     Section 9.04. Tenant shall comply with the rules and regulations hereinafter set forth in
Exhibit E attached hereto and made a part hereof. Landlord shall have the right from time to time
to establish reasonable amendments and additional rules in relation thereto. On delivery of a copy
of such rules and regulations to Tenant, Tenant shall comply with the rules and regulations and any
subsequent amendments thereto. Landlord shall make reasonable efforts to enforce the rules and
regulations uniformly against all tenants in the Shopping Center, provided, however, that Landlord
shall not be responsible to Tenant for the nonperformance of any of said rules and regulations by
any other tenant or occupant of the Shopping Center or for any failure on the part of Landlord to
enforce the same.



     Section 9.05. Tenant shall operate the Demised Premises under the Permitted Trade Name and no
other, so long as same shall not be held to be in violation of any applicable law; provided,
however, that the Permitted Trade Name may be changed if Tenant changes its name, merges with
another company or assigns or sublets the Demand Premises with Landlord’s consent, pursuant to
Article XIV.



ARTICLE X




Compliance With Applicable Law




     Section 10.01. Tenant shall not use the Demised Premises, or permit anything to be done in or
about the Demised Premises, which will in any way conflict with any applicable law. Tenant shall,
at its sole expense, promptly comply with all applicable laws, including environmental laws,
relating to or affecting the condition, use or occupancy of the Demised Premises. Failure to comply
with any laws shall constitute an



15









 




Event of Default, as hereinafter defined, but only if Tenant fails to cure such failure within the
applicable grace period provided in Article XVIII.




ARTICLE XI




Preparation of Demised Premises




     Section 11.01. Landlord, at its expense, shall perform the work set forth on Exhibit B
(hereinafter referred to as “Landlord’s Work”). All other work done by Landlord at Tenant’s
request shall be at Tenant’s expense and shall be paid for within five (5) days after the
presentation to Tenant of a bill for such work. Acceptance of possession by Tenant shall be
conclusive evidence that Landlord’s Work has been fully performed in the manner required. Any
items of Landlord’s Work which are not completed as of Commencement Date shall be identified by
Tenant on a punchlist to be submitted to Landlord at the Commencement Date and Landlord shall
thereafter complete the same. Any items of Landlord’s Work which are not timely identified on such
punchlist shall be deemed completed.



     Section 11.02. The Landlord will make every effort to complete Landlord’s Work on or before
the anticipated Commencement Date of the Term, provided that if there shall be a delay in such
completion beyond such date, the Term of this Lease shall be extended by an equal period of time so
that this Lease shall continue for the Term of fifteen (15) years after completion of Landlord’s
Work. The Landlord and the Tenant shall execute a written instrument to confirm any modification
in the dates of the Term by reason of delay in completing Landlord’s Work.



     Section 11.03. The Landlord’s Work shall be deemed completed and the Term of this Lease and
Tenant’s obligations hereunder shall commence on the date when the Landlord shall deliver to the
Tenant a letter stating that Landlord’s Work is substantially completed, subject only to normal
punchlist items and a temporary or permanent Certificate of Occupancy has been issued..



     Section 11.04. The Landlord will perform the Landlord’s Work in a good and workmanlike manner.
Landlord may substitute material called for in Exhibit B, provided same is of equal or greater
quality.



ARTICLE XII




Tenant’s Work



Section 12.01. Subject to Landlord’s obligations under Article XI, Tenant agrees to accept the
Demised Premises in an “AS IS” condition as of the Commencement Date without any representations
or warranties on the part of Landlord. Except as otherwise specifically provided in this Lease,
Landlord has not made any representations or warranties of any kind to Tenant. No
representations or warranties of any kind made by anyone, including without limitation, any real
estate broker or agent, shall be binding upon Landlord unless expressly set forth in this Lease.
Tenant shall be financially responsible for the following construction activities. All work
shall be performed in accordance to architectural plans prepared by Ignarri and Lummis
Architects and Tenant shall have rights to any and all warranties provided by sub-contractors
and or general contractors.





	 	A.  	Architecture Fees for interior work.
	 
	 	B.  	Interior Fit-Out including but not limited to paint,
carpet/flooring, furniture, fixtures, equipment, Drive-Thru lanes
equipment, upgrades to electrical system,
vault system, partitions, and doorways.




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Tenant may, at any time and from time to time, alter, expand, demolish, restore, modify or change
any such improvements in whole or in part provided that Tenant shall first obtain Landlord’s
written approval, which approval shall not unreasonably be withheld. Tenant’s improvements on the
Premises must have a value substantially equivalent to or greater than the improvements which were
originally approved by Landlord. All work done which is required to be performed to permit Tenant’s
occupancy and use of the Demised Premises for the Permitted Use shall be performed by Tenant, at
its sole expense, and Landlord shall not be required to perform or to bear any of the expenses for
such work. All of such work shall be performed in a diligent manner.




     Section 12.02. Any Tenant’s Work made shall remain on and be surrendered with the Demised
Premises on expiration or termination of the Term.



     Section 12.03. Tenant shall have no power to do any act or make any contract which may create
or be the foundation for any lien, mortgage or other encumbrance upon the estate of Landlord in the
Shopping Center, or any part thereof. All Tenant’s Work, repairs, materials and labor shall be
done at Tenant’s sole expense, and Tenant shall be solely and wholly responsible to contractors,
laborers and materialmen and such contractors, laborers and materialmen are hereby charged with
notice that they must look solely and wholly to Tenant for the payment of any bills for work done
and materials furnished. Landlord reserves the right, before approving any Tenant’s Work, to
require Tenant to furnish it a good and sufficient bond to secure Tenant’s liability for payment,
for Tenant’s Work.



     Section 12.04. Tenant shall procure and maintain an adequate workmen’s compensation insurance
policy and such additional insurance policies as Landlord shall reasonably request to insure
against losses, damages or claims arising out of or from Tenant’s Work. Prior to the commencement
of such Tenant’s Work, Tenant shall deliver to Landlord each policy, or a certificate evidencing
such policy, together with evidence of payment of premiums for all policies of insurance required
to be maintained by Tenant pursuant to this Section 12.06.



     Section 12.05. A. On and after the date of this Lease, Tenant may make, from time to time,
applications for Permits desired by Tenant; provided, however, (i) that Landlord shall incur no
costs or expenses in connection therewith; and (ii) Tenant shall indemnify and save Landlord
harmless from any and all expenses, charges, claims or liability with respect thereof. As used
herein, Permits shall mean all permits and approvals (including, without limitation, zoning, use,
building, site plan and curb cut permits and approvals; permits and approvals required by virtue of
any of the federal or state environmental laws as now enacted or hereafter amended or any similar
statute, regulation or requirement whether federal, state or local; and such other permits and
approvals which may be required to be issued by any local, state or federal governmental body
having jurisdiction over the Premises), licenses subdivision and other approvals, certificates,
exceptions, authorizations, zoning changes, zoning variances and special exceptions, as may be
required or desired by Tenant to permit the lawful construction, installation, maintenance and
operation on the Demised Premises of such improvements as Tenant shall from time to time desire.
Tenant shall have no obligation to appeal the denial of any Permits but may do so. The granting of
any Permit shall not preclude Tenant from reapplying for a similar Permit based upon different
plans for the Demised Premises.



               B. Landlord shall fully cooperate with Tenant in connection with all applications for Permits,
including when required, the actual signing or submission of any application or consent thereto.



17









 





     Section 12.06 Such improvements as may from time to time exist or be constructed on the
Demised Premises by Tenant shall be owned by Tenant until the Termination Date or the sooner
termination of this Lease. Upon such Termination Date or sooner termination, Tenant shall
automatically transfer ownership of such improvements to Landlord without further documentation. If
requested by Landlord, Tenant shall execute to Landlord by bargain and sale deed without payment of
any consideration there for.



ARTICLE XIII




Landlord’s Entry on Demised Premises




     Section 13.01. Landlord and its authorized representatives shall have the right to enter the
Demised Premises at all reasonable times, upon reasonable notice, except in the case of an
emergency, for any purpose whatsoever, including, without limitation, to post “for rent” or “for
lease” signs during the last six (6) months of the Term.



     Section 13.02. Landlord shall not be liable in any manner for any inconvenience, disturbance,
loss of business, nuisance, or other damage arising out of Landlord’s entry on the Demised Premises
as allowed in this Article XIII. Tenant shall not be entitled to any abatement or reduction of
rent if Landlord exercises any rights reserved in this Article, and no such exercise of Landlord’s
rights hereunder shall be deemed an eviction or disturbance of Tenant’s use and possession of the
Demised Premises. Landlord shall use its best efforts to conduct its activities on the Demised
Premises as allowed in this Section in a manner that will not cause unreasonable inconvenience,
annoyance, or disturbance to Tenant. Landlord reserves the right to run pipes, lines, feeders or
other systems throughout the land area of the Demised Premises, subject to the provisions of this
Section 13.02.



ARTICLE XIV




Assignment and Subletting




     Section 14.01. Tenant shall not assign or encumber its interest in this Lease or in the
Demised Premises, or sublease all or any part of the Demised Premises, or sublease all or any part
of the Demised Premises, or allow any other person or entity (except Tenant’s authorized
representatives) to occupy or use all or any part of the Demised Premises without first obtaining
Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. Any
assignment, encumbrance, or sublease without Landlord’s prior written consent shall be void and
shall constitute an Event of Default under this Lease. No consent to any assignment, encumbrance,
or sublease on any one occasion shall constitute a consent to any subsequent assignment,
encumbrance or sublease, it being agreed that Tenant must first obtain Landlord’s prior written
consent on each occasion. If Tenant is a partnership, a withdrawal or change, voluntary,
involuntary, or by operation of law, or any partner or partners owning fifty (50%) percent or more
of the partnership, or the dissolution of the partnership, shall be deemed an assignment and shall
require Landlord’s prior written consent. The sale of all or substantially all of the assets or
capital stock of the Tenant, by way of merger or acquisition, shall not constitute an assignment
requiring the consent of the Landlord..



     Section 14.02. With respect to any proposed sublease or assignment, Tenant shall submit to
Landlord all documents, information and agreements concerning the same, and prior to the effective
date of any such sublease or assignment, Landlord shall have the option, exercisable in writing to
Tenant, to recapture the within Lease so that such prospective sublessee or assignee shall then
become the sole tenant of Landlord hereunder, or alternatively to recapture said space, and the
within Tenant shall be fully released



18









 




from any and all obligations hereunder. Landlord may condition its consent to any assignment or
subletting upon any matters or things required by Landlord as it shall determine in its reasonable
discretion, including without limitation, Landlord’s receipt of a satisfactory attornment from the
sublessee. Landlord may further condition its consent to any subletting upon Landlord’s receipt of
a covenant by Tenant to pay to Landlord, in addition to the Rent reserved hereunder, fifty percent
(50%) of any and all sums which Tenant may receive from such sublessee under the sublease, directly
or indirectly, which are in excess of the Rent after deduction of the reasonable costs to Tenant of
the subletting. The assignee or sublessee shall assume, by written instrument, all of the
obligations of this Lease, and a copy of such assumption agreement shall be furnished to Landlord
within ten (10) days of its execution. The Tenant and each assignee shall be and remain liable for
the observance of all the covenants and provisions of this Lease, including, but not limited to,
the payment of Rent reserved herein, through the entire Term of this Lease, as the same may be
renewed, extended or otherwise modified.




     Section 14.03. Tenant hereby immediately and irrevocably assigns to Landlord, as security for
Tenant’s obligations under this Lease, any sublease which may be approved by Landlord and all
rights and remedies of Tenant under any such sublease. Landlord shall not have any obligations
under any such sublease. Tenant agrees to execute and deliver to Landlord any and all documents
requested by Landlord to evidence such assignment. Landlord, as assignee and as attorney-in-fact
for Tenant, or as a receiver for Tenant appointed on Landlord’s application, may collect the rent
under any sublease and apply it toward Tenant’s obligations under this Lease.



     Section 14.04. In any event, the acceptance by the Landlord of any rent from the assignee or
from any of the subtenants or the failure of the Landlord to insist upon a strict performance of
any of the terms, conditions and covenants herein shall not release the Tenant herein or the
Guarantor, if any, nor any assignee assuming this Lease, from any and all of the obligations herein
during and for the entire Term of this Lease.



     Section 14.05. Landlord shall have no right of approval or recapture with respect to an
assignment resulting from a merger of Tenant or from the sale of 50% or more of the stock or assets
of Tenant or from the assignment of this Lease to another financial institution as long as said
financial institution has an equal or greater net worth as the Tenant.



ARTICLE XV




Indemnification of Landlord




     Section 15.01. In addition to any and all other obligations of Tenant to indemnify and save
Landlord harmless as set forth in this Lease, Tenant will indemnify and save harmless Landlord
against and from all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including, without limitation, any and all architects’ and attorneys’ fees, which may be
imposed upon or incurred by or asserted against Landlord by reason of any of the following
occurring during the Term of this Lease:



               (A) Any work or thing done in, on or about the Demised
Premises, or any part thereof, by or at the direction of Tenant; or



               (B) Any negligence on the part of Tenant, or any of its agents,
contractors, servants, employees, licensees or invitees; or



               (C) Any injuries to persons or property occurring on or about
the Demised Premises, except if caused by the gross negligence of
the Landlord, its employees, agents or invitees; or



19









 





               (D) Any failure on the part of Tenant to perform or comply with
any of the covenants, agreements, terms or conditions contained in
this Lease on its part to be performed or complied with.



     Section 15.02. In addition to any and all other obligations of Landlord to indemnify and save
Tenant harmless as set forth in this Lease, Landlord will indemnify and save harmless Tenant
against and from all liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including, without limitation, any and all architects’ and attorneys’ fees, which may be
imposed upon or incurred by or asserted against Tenant by reason of any of the following occurring
during the Term of this Lease:




               (A) Any work or thing done in, on or about the Common Areas, or
any part thereof, by or at the direction of Landlord; or




               (B) Any negligence on the part of Landlord, or any of its
agents, contractors, servants, employees, licensees or invitees; or




               (C) Any injuries to persons or property occurring on or about
the Common Areas; or




               (D) Any failure on the part of Landlord to perform or comply
with any of the covenants, agreements, terms or conditions contained
in this Lease on its part to be performed or complied with.



     Section 15.03. The provisions of this Article XV, and of any and all other provisions in this
Lease requiring Tenant to indemnify and save Landlord harmless, shall survive the termination of
this Lease. Tenant further covenants and agrees to pay, and to indemnify Landlord against all
reasonable costs, expenses and charges, including, but not limited to, attorneys’ fees, incurred in
obtaining possession of the Demised Premises after default by Tenant or upon the expiration or
earlier rightful termination of the Term or in successfully enforcing any covenant of Tenant herein
contained.



ARTICLE XVI




Fire and Casualty




     Section 16.01. If the Demised Premises are damaged by fire or other insurable casualty, then
subject to provisions of Section 16.02, this Lease shall remain in full force and effect and,
subject to the adequacy and availability of insurance proceeds, Tenant shall promptly repair such
damage at its expense (subject to Excusable Delay).



     Section 16.02. If, in the reasonable opinion of Landlord, the Demised Premises are damaged by
fire or other casualty within the last two (2) years of the term, to such an extent that the damage
cannot be repaired or restored within one hundred twenty (120) days from the date of such
occurrence, then Landlord or Tenant shall have the option to terminate this Lease by written notice
given within thirty (30) days after such occurrence. If the Lease is terminated as provided for in
this Section, Tenant shall remain liable for the Rent and Additional Rent that is due until the
date of termination. Additionally, Tenant shall be responsible for the clearing of any remaining
structure or debris on the Demised Premises. If Landlord terminates pursuant to this Section,
Tenant may, within thirty (30) days of receipt of the Landlord’s notice of termination, negate the
Landlord’s termination by exercising a right to renew the Lease. If the Landlord does not
terminate the Lease, or if the Tenant negates the termination, as provided above, this Lease shall
continue in full force and effect.



     Section 16.03. If the Demised Premises or any portion of the Shopping Center are damaged by
fire or other casualty due to any act or failure to act on the part of Tenant, its agents, servants
or employees, then,



20









 




subject to the provisions of Article XXX, Landlord shall have the option to terminate this Lease
and shall have and retain any and all rights which it may then have in law or equity against Tenant
on account of such damage.




     Section 16.04. Within sixty (60) days following the completion of the Landlord’s Work, Tenant
shall complete its work on the Demised Premises.



ARTICLE XVII




Condemnation




     Section 17.01. In the event that the Demised Premises or any part thereof shall be taken in
condemnation proceedings or by exercise of any right of eminent domain or by agreement between
Landlord, Tenant and those authorized to exercise such right, Landlord, Tenant and any person or
entity having an interest in the award or awards shall have the right to participate in any such
condemnation proceedings or agreement for the purpose of protecting their interests hereunder.
Each party so participating shall pay their own expenses with regard thereto.



     Section 17.02. Subject to Section 17.03, if at any time during the term of this Lease there
shall be a taking of unimproved land, then and in that event, Landlord herein shall be entitled to
the full award for the land and any and all damages by virtue of such taking, and this Lease shall
continue in full force and effect but the rent shall be reduced subsequent to the taking as
provided in Section 17.05. All provisions hereof shall continue in full force and effect and the
Demised Premises shall consist of that portion of the Demised Premises remaining subsequent to such
taking.



     Section 17.03. If at any time during the term of this Lease there shall be a taking of the
whole or substantially of all of the Demised Premises, this Lease shall terminate and expire on the
date of such taking and the Basic Rent and Additional Rent shall be apportioned and paid as of the
date of such taking. For the purposes of this Article, substantially all of the Demised Premises
shall be deemed to be (a) a taking which reduces access to the Demised Premises, or parking spaces
adjacent to the Demised Premises, to the extent that the business operations on the Demised
Premises are materially adversely affected, (b) a taking of all of the structures constructed upon
the Demised Premises, or (c) a taking of such portion of the Demised Premises which has a
materially adverse effect on the business operations then being conducted upon the Demised
Premises.



     Section 17.04. If this Lease shall have been terminated as a result of such taking the award
or awards paid pursuant to such condemnation proceedings or agreement shall be distributed as
follows:



               A. All awards for unimproved land shall be paid to Landlord.



               B. All awards for buildings, improved lands (e.g., parking lots, buffer areas, roadways and
landscaped areas) and other improvements upon the Demised Premises shall (a) first be paid to any
leasehold mortgagee of the Demised Premises, and (b) the balance distributed as shall be determined
in the condemnation proceedings or if not determined in the condemnation proceedings, then in
accordance with the procedure set forth in Section 17.07 below.



     Section 17.05. Notwithstanding any other provision herein set forth, in the event of taking of
less than all of the Demised Premises, Landlord shall have the right to elect to continue this
Lease with regard to the remaining portions of the Demised Premises subject to all of the
terms and



21









 




conditions hereof, it being understood that the distribution of proceeds of any
condemnation award shall be made as hereinabove set forth; provided however;




               A. That the Basic Rent payments hereunder shall be reduced subsequent to the taking and
thereafter Tenant shall be required to pay that proportion of the Basic Rent as the area of the
remaining land bears to the area of the entire Demised Premises prior to the taking.



               B. Tenant shall, after such taking, at its expense, either restore the remaining building or
buildings to a complete architectural unit or construct new buildings or improvements having a
value substantially equivalent to or greater than the buildings and improvements (or portions
thereof) remaining after such taking, provided the condemnation proceeds payable to Tenant are
sufficient to do so.



     Section 17.06. In the event of a taking of an easement or any other taking which shall be of
an interest or estate in the land less than a fee simple, which taking shall not materially
adversely affect the business operations then being conducted on the Demised Premises, such taking
shall be deemed a taking insufficient to terminate this Lease and the award therefore shall be paid
fully to Landlord for the taking of unimproved land and for other portions of the Premises shall be
distributed as hereinabove set forth.



     Section 17.07. In the event of any dispute between Landlord or Tenant with regard to any issue
or fact (other than one determined by condemnation proceeding or condemnation commissioner arising
out of a taking set forth herein and other than one to he determined in accordance with clause B of
this Section), such dispute shall be resolved by arbitration in the manner hereinafter prescribed.



               A. If Landlord and Tenant are unable to agree upon the distribution to Landlord and Tenant of
their respective shares (the “Shares”) of a condemnation award, then same shall be determined in
the following manner: Within ten (10) days after the vesting of title pursuant to any such taking,
Landlord and Tenant shall each appoint on its behalf a disinterested third person (“Appraiser”) who
shall be an appraiser who is a member of the American Institute of Real Estate Appraisers and who
shall have at least ten (10) years’ experience dealing with Mercer County, New Jersey commercial
real estate, and each party shall give written notice of such appointment to the other party. The
two Appraisers thus appointed shall, within fifteen (15) days after appointment of the second
appraiser, determine the amount of such award representing the Landlord’s Share and the Tenant’s
Share in accordance with the above provisions. If the difference in the determinations by such two
Appraisers as to the amount of such award representing the Shares does not exceed ten percent
(10%:) of the lower of such determinations, then such Shares shall be the average of the
determinations by such two Appraisers. If, however, the difference in the determinations by such
two Appraisers as to the amount of such award representing the Shares exceeds ten (10%) percent of
the lower of such determinations, then such two Appraisers shall appoint a third Appraiser, and
said three Appraisers shall, as promptly as possible, determine the amount of the award
representing the Shares. The decision of a majority of the three (3) Appraisers shall be
conclusive and binding on Landlord and Tenant and judgment upon the decision may be entered in any
court having jurisdiction. If a party who shall have the rights pursuant to the foregoing to
appoint an Appraiser fails or neglects to do so, then the other party (or if the two Appraisers
appointed by Landlord and Tenant shall fail to appoint a third Appraiser if required to do so under
the provisions of this paragraph A, then either Landlord or Tenant) may apply to the Assignment
Judge of New Jersey Superior Court, Mercer County, New Jersey, or such other judicial authority to
appoint such Appraiser. The expenses of the determination shall be shared equally by Landlord and
Tenant, but each party shall be responsible for the fees of its own attorney and Appraiser.
Landlord and Tenant agree to sign all documents and to do all other things reasonably necessary to
submit any dispute regarding the Shares to a determination in accordance with this paragraph A and
further agree to, and hereby do, waive any and all
rights they or either of them may at any time have to revoke their agreement to determine the
value of the



22









 




Shares in accordance with this paragraph A and to abide by the decision rendered
hereunder. The appraisers shall be bound by the provisions of this article.




     Section 17.08. If the Term of this Lease shall not be terminated as aforesaid, then the Term
of this Lease shall continue in full force and effect, and subject to the adequacy and availability
of condemnation proceeds, Landlord shall within a reasonable time after possession is physically
taken (subject to Excusable Delays) repair or rebuild what may remain of the Demised Premises for
the occupancy of Tenant; and a just proportion of the Fixed Rent shall be abated, according to the
nature and extent of the injury to the Demised Premises, until what may remain of the Demised
Premises shall be repaired and rebuilt as aforesaid; and thereafter a just proportion of the Fixed
Rent shall be abated, according to the nature and extent of the Demised Premises acquired or
condemned, for the balance of the Term of the Lease.



     Section 17.09. Any damages payable for trade fixtures installed by Tenant at its own cost and
expense and which are not part of the realty and for relocation expenses shall belong entirely to
Tenant and Landlord shall make no claim thereto.



     Section 17.10. In the event fifty (50%) percent or more of the Shopping Center is taken by
condemnation, Tenant, upon thirty (30) days written notice, shall have the right to terminate this
Lease.



ARTICLE XVIII




Events of Default




     Section 18.01. Failure to pay Rent or any other payment required to be made by Tenant under
the terms of this Lease, when due, and the continuation of such failure for a period of five (5)
days after the payment shall be due;



     Section 18.02. Abandonment and vacating of the Demised Premises (failure to occupy and operate
the Demised Premises for fifteen [15] consecutive days or more shall be deemed an abandonment and
vacating);



     Section 18.03. The failure by Tenant to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Tenant (other than the failure to pay Rent
or make other payments as set forth in Section 18.01), where such failure shall continue for a
period of thirty (30) days after written notice to Tenant;



     Section 18.04. The making by Tenant of any general assignment or arrangement for the benefit
of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt
or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Tenant, the same is dismissed within sixty [60] days; or
unless Landlord has received adequate assurances of future performance as then required under the
federal bankruptcy law in connection with shopping center leases); or the appointment of a trustee
or a receiver to take possession of substantially all of Tenant’s assets located at the Demised
Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within
thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of
Tenant’s assets located at the Demised Premises or of Tenant’s interest in this Lease, where such
seizure is not discharged in thirty (30) days;



     Section 18.05. The default by Tenant or any affiliate of Tenant with respect to any other
lease or agreement between it and Landlord or any affiliate of Landlord;



23









 





     Section 18.06. This Lease or any interest therein by operation of law devolves upon or passes
to any person or persons other than Tenant, except upon the sale of all or substantially all of the
assets or capital stock of the Tenant by way of merger or acquisition;



     Section 18.07. The assignment or subletting of all or any portion of this Lease or the Demised
Premises in violation of Article XIV;



     Section 18.08. The failure of Tenant to move into and take possession of the Demised Premises
and open for business within thirty (30) days after the Commencement Date; or



     Section 18.09. Any representation or warranty made by Tenant in connection with this Lease
shall prove to have been false in any material respect.



ARTICLE XIX




Landlord’s Remedies




     Section 19.01. If an Event of Default shall occur, Landlord may exercise one or more of the
following remedies, all of which shall be cumulative and in addition to any remedies available
under applicable law:




     (A) Without any further notice or demand, terminate this Lease,
and Tenant will forthwith quit and surrender the Demised Premises,
but Tenant shall remain liable as hereinafter provided;




     (B) Re-enter and resume possession of the Demised Premises and
remove all persons and property by summary dispossess proceedings,
by appropriate proceedings, without being liable for any damages
therefor, and no re-entry shall be deemed an acceptance of a
surrender of this Lease;




     (C) Proceed to collect any Rent from Tenant then due by one or
more proceedings;




     (D) Exercise any remedy available at law or in equity to
enforce the provisions of this Lease, to recover any damages for a
breach of this Lease or to prevent any breach or threatened breach
of this Lease; and/or




     (E) Recover from Tenant on demand an amount equal to all
expenses, including reasonable attorney’s fees incurred by Landlord
as a result of an Event of Default or the exercise of its rights and
remedies, all reasonable costs and charges for the care of the
Demised Premises while vacant, and all charges and expenses incurred
by Landlord in connection with the reletting of the Demised
Premises, including broker’s commissions, advertising expenses, and
the costs of repairing, renovating or remodeling the Demised
Premises.



     Section 19.02. If this Lease shall be terminated, as provided in this Article XIX:



24









 






     (A) Landlord may relet the whole or any part of the Demised
Premises for a period equal to, or greater or less than the
remainder of the then Term of this Lease, at such rental and upon
such terms and concessions as Landlord shall deem reasonable, to any
person which it may deem suitable and satisfactory and for any use
and purpose which it may deem appropriate. In no event shall
Landlord be liable in any respect for failure to collect the rent
thereunder. Any sums or other consideration received by Landlord on
a reletting in excess of the rent reserved in this Lease shall
belong to Landlord.




     (B) If this Lease shall be terminated and whether or not the
Demised Premises shall be relet, Landlord shall be entitled to
recover from Tenant an amount equal to all Rent and other charges
required to be paid by Tenant under this Lease, less the net rent,
if any, collected by Landlord on reletting the Demised Premises.
Such amount shall be due and payable by Tenant to Landlord on the
several days on which such Rent and other charges would have become
due and payable had this Lease not been terminated, and Tenant shall
pay to Landlord the amount of any deficiency then existing. The net
rent collected by Landlord on reletting shall be computed by
deducting from the gross rents collected the expenses, costs and
charges referred to in Subsection 19.01(E). Without any previous
notice or demand, separate actions may be instituted by Landlord
against Tenant from time to time to recover any damages which at the
commencement of any such action shall have become due and payable to
Landlord under any provisions hereof without waiting until the end
of the original Term of this Lease, and neither the institution of
suit or suits, nor the entering of judgment therein shall bar
Landlord from bringing a subsequent suit for damages of any kind.
It is expressly agreed that the forbearance on the part of Landlord
in the institution of any suit or entry of judgment for any part of
the Rent shall in no way serve as a defense against nor prejudice a
subsequent action for such Rent. Tenant hereby expressly waives
Tenant’s right to claim a merger of such subsequent action in any
previous suit or in the judgment entered therein. Furthermore, it
is expressly agreed that claims for Rent may be regarded by
Landlord, if it so elects, as separate claims capable of being
assigned.




     (C) Landlord, at its election, which shall be exercised by the
service of a written notice on Tenant, may collect from Tenant and
Tenant shall pay in lieu of the sums becoming due after the service
of such notice under the provisions of this Subsection 19.02(C) an
amount equal to the difference between the Rent required to be paid
by Tenant under this Lease (form the date of the service of such
notice to and including the date of the expiration of the Term of
this Lease which had been in force immediately prior to any
termination effected under this Section) and the then fair and
reasonable rental value of the Demised Premises for the same period,
discounted to present value at the rate of six (6%) percent per
year. In determining the rental value of the Demised Premises, the
rental realized by any reletting shall be deemed prima facie
evidence thereof.




25










 






     Section 19.03. Tenant hereby expressly waives any rights of redemption granted by any
laws in the event of any eviction or dispossession.



     Section 19.04. The Landlord and the Tenant waive trial by jury in any action, proceeding or
counterclaim brought by either the Landlord or the Tenant against the other on any matters
whatsoever arising out of or in any way connected with this Lease, the Tenant’s use or occupancy of
the Demised Premises, and/or any claim of injury or damage.



     Section 19.05. If Tenant shall fail to pay or perform any of its obligations when due, then
Landlord, in addition to any of its rights and remedies under this Lease and without waiving its
rights or remedies with regard thereto, may cure such failure on the part of Tenant. Any sums
expended by Landlord to effect any such cure shall be payable by Tenant to Landlord within 30 days
after demand, as Additional Rent.



ARTICLE XX




Surrender of Demised Premises




     Section 20.01. On expiration or termination of the Term, Tenant shall surrender to Landlord
the Demised Premises, in broom clean condition, and all Tenant’s improvements and alterations in
good, clean, orderly and undamaged condition (except for ordinary wear and tear occurring after the
last necessary maintenance made by Tenant, destruction of the Demised Premises covered by Article
XVI and alterations that Tenant has the right to remove or is obligated to remove under the
provisions of Article XII). Tenant shall remove all its personal property and shall deliver to
Landlord all keys to the Demised Premises within the above stated time. Tenant shall immediately
perform all restoration made necessary by the removal of any alterations or Tenant’s personal
property. Tenant shall be liable to Landlord for any cost incurred by Landlord to repair any
damage to the Demised Premises caused by Tenant.



     Section 20.02. Landlord can elect to retain or dispose of in any manner any alterations or
Tenant’s personal property that Tenant does not remove from the Demised Premises on expiration or
termination of the Term as allowed or required by this Lease by giving at least ten (10) days’
notice to Tenant. Title to any such alterations or Tenant’s personal property that Landlord elects
to retain or dispose of on expiration of the ten (10) day period shall vest in Landlord. Tenant
waives all claims against Landlord for any damage to Tenant resulting from Landlord’s retention or
disposition of any such alterations or Tenant’s personal property. Tenant shall be liable to
Landlord for Landlord’s costs for storing, removing, and disposing of any alterations or Tenant’s
personal property.



     Section 20.03. If Tenant fails to surrender the Demised Premises to Landlord on expiration or
termination of the Term, Tenant shall hold Landlord harmless from all damages resulting from
Tenant’s failure to surrender the Demised Premises, including, without limitation, claims made by a
succeeding tenant resulting from Tenant’s failure to surrender the Demised Premises.



ARTICLE XXI




Holding Over




     Section 21.01. If Tenant, with Landlord’s express written consent, remains in possession of
the Demised Premises after expiration or termination of the Term, or after the date in any notice
given by Landlord to tenant terminating this lease, such possession by Tenant shall be deemed to be
a month-to-month



26









 





tenancy terminable on thirty (30) days’ notice given at any time by either party. During any such
month-to-month tenancy, Tenant shall pay all Rent required by N.J.S.A. 2A:42-5.



     Section 21.02. If Tenant, without Landlord’s express written consent, remains in possession of
the Demised Premises after expiration or termination of the Term, or after the date in any notice
given by Landlord to Tenant terminating this Lease, Tenant shall pay to Landlord Rent as required
by N.J.S.A. 2A:42-6 for the time Tenant retains possession of the Demised Premises or any part
thereof after termination of the Term by lapse or otherwise.



ARTICLE XXII




INTENTIONALLY OMMITTED




ARTICLE XXIII




Common Areas




     Section 23.01. During the Term of this Lease and any extension thereof, Tenant and its
authorized representatives and invitees shall have the nonexclusive right to use the Common Areas,
with others who are entitled to use the Common Areas, subject to Landlord’s rights as hereinafter
provided. Notwithstanding the aforesaid, Tenant shall not create any disturbance in the Common
Areas nor shall Tenant create any noise from loudspeakers or otherwise, or permit any noise to be
emanated from the Demised Premises nor shall Tenant distribute any leaflets, advertisements or
other materials in the Common Areas.



     Section 23.02. Landlord shall have the right to designate specific parking spaces and loading
facilities for use by Tenant and its employees. Where there is a rear entrance, all loading and
unloading of goods shall be made at the rear entrance. Upon Landlord’s demand, Tenant shall submit
to Landlord a list of the license plate numbers for all motor vehicles owned or operated by Tenant
and its employees. Notwithstanding the above, any armored cars that load or unload at this site may
do so at any entrance to the Demised Premises.



     Section 23.03. Landlord shall maintain the Common Areas in good condition. Landlord shall
have, at any time, the right to establish reasonable rules and regulations as to the Common Areas,
close any of the Common Areas, either permanently or temporarily, make changes to the Common Areas
in any regard and for any purpose and to hire any person or business to manage and operate the
Common Areas on such terms as Landlord shall determine, all in accordance with good shopping center
practices. Landlord will not construct additional buildings which will obstruct the visibility of
or access to the Demised or which will materially reduce parking adjacent to the Demised Premises
in the Shopping Center.



ARTICLE XXIV




Signs




     Section 24.01. Landlord shall have the right to establish policies and standards for the size,
location, quality, number, color and type of signs which Tenant may install in or upon the Demised

Premises. Such policies and standards are set forth herein as well as in Exhibit “C” attached
hereto. Tenant shall comply with all of such policies and standards as they may be changed from
time to time and shall install such signs as may be required by Landlord. No signs shall be
installed by Tenant in or upon the Demised



27









 





Premises until after Landlord has approved in writing the construction (including all connections),
drawings and specifications pertaining to the signs.



     Section 24.02. Tenant shall pay for all signs, their installation, maintenance and removal.
Tenant, at Tenant’s sole cost and expense, shall obtain all necessary permits and approvals from
the local governmental agency having jurisdiction thereof. All work must be of good quality.
Landlord shall have the right to reject any work judged below standard. All signs shall be
constructed and installed by contractors qualified to fabricate and install commercial signs.
Tenant shall maintain signs in a neat and attractive condition. The bulbs of all permitted signs
and lights, whether an exterior or interior sign, shall be replaced as soon as they become
defective or lose their intensity. The signs and supports shall be kept painted to maintain
attractive conditions and to prevent rust, rot or deterioration. Landlord shall have the right to
remove the signs or any of them, at any time during the term of this Lease, as may be necessary in
order to paint or make any other repairs, alterations or improvements in or upon the Building,
providing the same be removed and replaced at Landlord’s expense upon completion of said work.
Tenant shall keep its signs illuminated from dusk to dawn.



ARTICLE XXV




Subordination; Tenant’s Estoppel Certificate




     Section 25.01. This Lease is and shall be subordinate to any mortgage, encumbrance or ground
lease now or hereafter imposed upon or affecting the Shopping Center, or any part hereof. Such
subordination is effective without any further act of Tenant. Tenant shall from time to time on
request from Landlord execute and deliver any documents or instruments that may be required by a
lender or ground lessor to effectuate any subordination. If Tenant fails to execute and deliver
any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant’s
attorney-in-fact, coupled with an interest, to execute and deliver any such documents or
instruments. Tenant agrees to execute any subordination agreement referred to above provided the
lender simultaneously agrees to a non-disturbance of the tenancy so long as the Tenant is not in
default.



     Section 25.02. Within ten (10) days after notice from the other Landlord or Tenant shall
execute and deliver to the other a statement in writing certifying such matters as requested by the
other, including that this Lease is unmodified and in full force and effect, or in full force and
effect as modified, and stating the modifications, the amount of Fixed Rent, the dates to which the
Rent has been paid in advance, and the amount of any security deposit or prepaid rent.



     Section 25.03. As a condition to the effectiveness of this Lease, Tenant must receive a
nondisturbance agreement from the ground lessor and any existing mortgagee and any subordination to
a future mortgage must be subject to such an agreement.



ARTICLE XXVI




Nature of Landlord’s Liability




     Section 26.01. It is specifically understood and agreed by Tenant that there shall be
absolutely no personal liability on the part of Landlord or on the part of the members of Landlord,
or, if Landlord or any successor in interest shall be an individual, joint venture, tenancy in
common, firm or partnership, general or limited, or a trust or a corporation, there shall be no
personal liability on such individual or the members of the firm, partnership, joint venture,
tenancy in common or the trustee or beneficiaries under any such trust, in



28









 





each case with respect to any of the terms of this Lease. Tenant shall look solely to the equity,
if any, of Landlord in the Demised Premises for the satisfaction of each and every remedy of Tenant
in the event of any breach by Landlord of any of the terms of this Lease to be performed by
Landlord. The foregoing exculpation of personal liability shall be absolute and without any
exception whatsoever.



     Section 26.02. If Landlord sells or transfers all or any portion of the Shopping Center,
Landlord, on consummation of the sale or transfer, shall be released from any liability thereafter
accruing under this Lease and the transferee shall be automatically responsible for future
performance of the Landlord under this Lease.



     Section 26.03. Landlord shall not be liable for failure to furnish any services when such
failure is due to Excusable Delay. Landlord shall not be liable, under any circumstances,
including, but not limited to, that arising from the negligence of Landlord, its agents, servants
or invitees, or from defects, errors or omissions in the construction or design of the Demised
Premises and/or the Building, including the structural and nonstructural portions thereof, for loss
of or injury to Tenant or to property, however occurring, through or in connection with or
incidental to the furnishing of, or failure to furnish, any of the aforesaid services or for any
interruption to Tenant’s business however occurring. Landlord and its agents shall not be liable
for any loss or damage to property entrusted to their employees or agents, nor for loss of property
by theft. Landlord and its agents shall not be liable for any injury or damage to persons or
property resulting from falling plaster, or from steam, gas, water or snow which may leak from any
part of the Shopping Center, or from the pipes or appliances therein, or from any other part
thereof, or from the sub-surface thereunder, or from dampness, or from any other cause.
Notwithstanding the above, Landlord shall not be exculpated from any injury or damages to the
Tenant or Tenant’s property which is caused by Landlord’s gross negligence or the gross negligence
of Landlord’s employees, agents or invitees.



     Section 26.04. This Lease and the obligations of Tenant to pay all Rent and perform all of its
obligations shall in no way be impaired, affected or excused because Landlord is unable to fulfill
its obligations or unable to or delayed in supplying any service or performing any obligations,
including without limitation, any repairs or work to be done by Landlord, subject to the self-help
provisions contained within this Lease.



     Section 26.05. It is expressly agreed that nothing in this Lease shall be construed as
creating a partnership or joint venture between Landlord and Tenant, or between Landlord or any
other party, or cause Landlord to be responsible for any debts or obligations of Tenant.



ARTICLE XXVII




Waiver




     Section 27.01. No delay or omission in the exercise of any right or remedy of Landlord on any
default by Tenant shall impair such a right or remedy or be construed as a waiver. The receipt and
acceptance by Landlord of delinquent Rent shall not constitute a waiver of any default. No act or
conduct of Landlord, including, without limitation, the acceptance of the keys to the Demised
Premises, shall constitute an acceptance of the surrender of the Demised Premises by Tenant before
the expiration of the Term. Only a written notice from Landlord to Tenant shall constitute
acceptance of the surrender of the Demised Premises and accomplish a termination of the Lease.
Landlord’s consent to or approval shall not be deemed to waive or render unnecessary Landlord’s
consent to or approval of any subsequent act by Tenant. Any waiver by Landlord or Tenant of any
default must be in writing and shall not be a waiver of any other default concerning the same or
any other provision of the Lease.



29









 





     Section 27.02. The parties hereto waive a trial by jury of any and all issues arising in any
action or proceeding between them or their successors under or connected with this Lease or any of
its provisions, any negotiations in connection therewith, or Tenant’s use or occupancy of the
Demised Premises.



ARTICLE XXVIII




Quiet Enjoyment




     Section 28.01. Landlord covenants that if, and so long as, Tenant pays the Fixed Rent and any
Additional Rent as herein provided, and performs the covenants hereof, Landlord shall do nothing to
affect Tenant’s right to peaceably and quietly have, hold and enjoy the Demised Premises for the
Term herein mentioned, subject to the provisions of this Lease and to the terms of all covenants,
restrictions, easements and encumbrances (but subject to Section 25.03) now or hereafter affecting
fee title to, or Landlord’s interest in, the Shopping Center.



ARTICLE XXIX




INTENTIONALLY OMMITTED




ARTICLE XXX




Waiver of Subrogation




     Section 30.01. In the event of any loss or damage to the Shopping Center, the Building, the
Demised Premises and/or any contents (herein “property damage”), each party waives all claims
against the other for any such loss or damage and each party shall look only to any insurance which
it has obtained to protect against such loss (or in the case of Tenant, waives all claims any
tenant of the Shopping Center that has similarly waived claims against such Tenant) and each party
shall obtain, for each policy of such insurance, provisions waiving any claims against the other
party (and against any other tenant(s) in the Shopping Center that has waived subrogation against
the Tenant) for loss or damage within the scope of such insurance.



ARTICLE XXXI




INTENTIONALLY OMMITTED




ARTICLE XXXII




Miscellaneous




     Section 32.01. Time of Essence. Time is of the essence of each provision of this Lease and
for the performance of any obligation hereunder.



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     Section 32.02. Binding on Successors. Subject to the provisions hereof with respect to
assignment and subletting, this Lease shall be binding upon and inure to the benefit of the parties
hereto and their heirs, executors, administrators, assigns, subtenants and successors in interest.



     Section 32.03. Notice. Any notice, demand, request, consent, approval, or communication that
either party desires or is required to give to the other party or any other person shall be in
writing and either served personally or sent by certified mail, return receipt requested, express
mail or overnight courier, and addressed to the other party at the address set forth at the
beginning of this Lease. Either party may change its address by giving a notice thereof to the
other party in accordance with this Section.



     Section 32.04. Commissions. Landlord and Tenant each represents to the other, knowing that
the other shall rely upon same, that neither has dealt with any real estate broker, finder of other
person in connection with this Lease, the Shopping Center or the Demised Premises and no such real
estate broker is entitled to a commission as a result of this Lease. Each shall hold harmless the
other, its employees, agents and assigns, from and against all claims, demands, actions and
liabilities, expenses and other damages, including attorneys’ fees incurred, resulting from any
claims that may be asserted against Landlord or Tenant by any broker, finder or other person with
whom Landlord or Tenant has or purportedly has dealt and any claim of, or right to lien under the
Statutes of the State of New Jersey relating to real estate broker liens, with respect to any such
broker.



     Section 32.05. Governing Law. This Lease shall be construed and interpreted in accordance
with the laws of the State of New Jersey.



     Section 32.06. Entire Agreement. This Lease contains the entire agreement of the parties and
cannot be amended or modified except by a written agreement. Neither Landlord nor anyone acting on
its behalf has made any statement, promise or agreement which in any way modifies, varies, alters,
enlarges or invalidates the provisions of this Lease, or the obligations of Landlord or Tenant
hereunder.



     Section 32.07. Construction. The Landlord and the Tenant agree that each party and its
counsel have reviewed and revised this Lease and that the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Lease or any amendments, exhibits or schedules hereto.



     Section 32.08. Captions. The captions of this Lease shall have no effect on its
interpretation.



     Section 32.09. Severability. The unenforceability, invalidity or illegality of any provision
of this Lease shall not render the other provisions unenforceable, invalid or illegal.



     Section 32.10. Section References. All references to Articles shall refer to articles of this
Lease.



     Section 32.11. Memorandum of Lease. This Lease shall not be recorded, except that if either
party requests that the other do so, it shall execute a Memorandum of Lease in recordable form.



     Section 32.12. Authority of Corporate Tenant. If Landlord or Tenant is a corporation, each
individual executing this Lease on behalf of said corporation represents and warrants that (i) he
is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance
with the by-laws and pursuant to a duly enacted resolution of said corporation; (ii) that this
Lease is valid and binding upon said corporation and enforceable against Landlord or Tenant in
accordance with its terms; (iii) the execution and delivery of this Lease will not, with or without
the passage of time, violate any other agreement, lease or mortgage by which the corporation is
bound or by which the corporation’s property is encumbered.



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     Section 32.13. Tenant’s Financial Condition. Tenant represents and warrants that all
financial statements and other information submitted by, or on behalf of, Tenant to Landlord in
connection with this Lease are true and complete in all material respects.



     Section 32.14. Execution of Lease. The submission of this Lease to Tenant for examination
does not constitute an offer on the part of Landlord. This Lease shall be effective only upon
execution by Landlord and Tenant. Upon execution of this Lease by Tenant and delivery of the
executed Lease to Landlord, this Lease shall constitute an option to Landlord for thirty (30) days
to execute and deliver this Lease, and said option may not be withdrawn during such thirty (30) day
period after delivery to Landlord. If Landlord shall not execute this Lease within such thirty
(30) day period, then the option shall be deemed withdrawn.



     Section 32.15. Shopping Center Exclusives. Tenant acknowledges that as of the date hereof,
Landlord has granted a number of exclusives which are set forth in Exhibit “D”” attached hereto.
Tenant agrees not to violate any of the exclusives, as long as Landlord is obligated to honor them.



     Section 32.16. Net Lease. It is the intention of these presents that Landlord shall receive
the Basic Rent herein reserved and all sum or sums which shall or may become payable hereunder by
Tenant under any contingency, free from all taxes, charges, expenses, damages and deductions of
every kind or sort whatsoever except as otherwise expressly stated herein, and the Tenant shall and
will and hereby expressly agree to pay all such other sums which, except for the execution and
delivery of these presents, would have been chargeable against the Demised Premises and payable by
Landlord. Tenant, however, shall not be under any obligation to pay any principal or interest on
any mortgage which may be a lien against the fee simple interest of Landlord on the Demised
Premises, or Landlord’s estate or interest therein, or any franchise tax which is or may become
payable to Landlord or any gift, inheritance, transfer, estate or succession tax by reason of any
existing law or any law which may hereafter be enacted or any judgments, liens, claims or demands
asserted against Landlord which are not specified as the obligation of Tenant herein and which do
not arise out of the use and occupancy of the Demised Premises by Tenant.



     Section 32.18. No oral Modification All prior understandings and agreements between the
parties are merged within this Lease, which alone fully and completely sets forth the understanding
of the parties; and this Lease may not be changed or terminated orally or in any manner other than
by an agreement in writing and signed by the party against whom enforcement of the change or
termination is sought.



     Section 32.19. Extermination. INTENTIONALLY OMMITTED



     Section 32.20. Attorneys’ Fees. If either party hereto be made or becomes a party to any
litigation commenced by or against the other party involving the enforcement of any of the rights
and remedies of such party, or arising on account of the default of the other party in the
performance of such party’s obligations hereunder, then the prevailing party in any such
litigation, or the party becoming involved in such litigation because of a claim against such other
party, as the case may be, shall receive from the other party all costs and reasonable attorneys’
fees incurred by such party in such litigation.



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ARTICLE XXXIII




Leasehold Mortgages




     Section 33.01. Tenant and every successor and assign of Tenant (including, but not limited
to, any sublessee of Tenant, but only with Tenant’s prior consent) is hereby given the right by
Landlord in addition to any other rights herein granted, without Landlord’s prior written consent,
to mortgage its interest in this Lease(s), or any part or parts thereof, and any sublease(s) under
one or more leasehold Mortgage(s), and assign this Lease, or any part or parts thereof, and any
sublease(s) as collateral security for such Mortgage (s), upon the condition that all rights
acquired under such Mortgage(s) shall be subject to each and all of the covenants, conditions and
restrictions set forth in this Lease, and to all rights and interest of Landlord herein, none of
which covenants, conditions or restrictions is or shall be waived by Landlord by reason of the
right given so to mortgage such interest in this Lease, except as expressly provided herein. If
Tenant and/or Tenant’s successors and assigns (including, but not limited to, any sublessee of
Tenant, but only with Tenant’s prior consent) shall mortgage this leasehold, or any part or parts
thereof, and if the holder(s) of such Mortgage(s) shall, within thirty (30) days of its execution,
send to Landlord a true copy thereof, together with written notice specifying the name and address
of the Mortgagee and the pertinent recording date with respect to such Mortgage(s), Landlord agrees
that so long as any such leasehold Mortgage(s) shall remain unsatisfied of record or until written
notice of satisfaction is given by the holder(s) to Landlord, the following provisions shall apply:




	 	A.  	There shall be no cancellation, surrender or
modification of this Lease by joint action of Landlord and Tenant without
the prior consent in writing of the leasehold Mortgagee(s).
	 
	 	B.  	Landlord shall, upon serving Tenant with any notice
of default, simultaneously serve a copy of such notice upon the holder(s)
of such leasehold Mortgage(s). The leasehold Mortgagee(s) shall
thereupon have the same period, after services of such notice upon it, to
remedy or cause to be remedies the defaults complained of, and Landlord
shall accept such performance by or at the instigation of such leasehold
Mortgagee(s) as if the same had been done by Tenant.
	 
	 	C.  	Anything herein contained notwithstanding, while
such leasehold Mortgage(s) remains unsatisfied of record, or until
written notice of satisfaction is given by the holder(s) to Landlord, if
any default shall occur which, pursuant to any provision of this Lease,
entitled Landlord to terminate this Lease, and if before the expiration
of thirty (30) days from the date of service of notice or termination
upon such leasehold Mortgagee(s) such leasehold Mortgagee(s) shall have
notified Landlord of its desire to nullify such notice and shall have
paid to Landlord all Basic Rent and additional rent and other payments
herein provided for, and then in default, and shall have complied or
shall commence the work of complying with all of the other requirements
of this Lease, if any are then in default, and shall prosecute the same
to completion with reasonable diligence, then in such event Landlord
shall not be entitled to terminate this Lease and any notice of
termination theretofore given shall be void and of not effect.
	 
	 	D.  	If the Landlord shall elect to terminate this Lease
by reason of any default of Tenant, the leasehold Mortgagee(s) shall not
only have the right to nullify and notice of termination by curing such
default, as aforesaid, but shall also have




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	 	   	the right to postpone and extend the specified date for the termination
of this Lease as fixed by Landlord in its notice of termination, for a
period of not more than six (6) months, provided that such leasehold
Mortgagee(s) shall cure or cause to be cured any then existing money
defaults and meanwhile pay the other terms, conditions and provisions of
this Lease on Tenant’s part to be complied with and performed, other than
past non-monetary defaults, and provided further that the leasehold
Mortgagee(s) shall forthwith take steps to acquire or sell Tenant’s
interest in this Lease by foreclosure of the Mortgage(s) or otherwise and
shall prosecute the same to completion with all due diligence. If at the
end of said six (6) month period the leasehold Mortgagee(s) shall be
actively engaged in steps to acquire or sell Tenant’s interest herein,
the time of said Mortgagee to comply with the provisions of this Article
33 (except Section 33.01 (C) shall be extended for such period as shall
be reasonably necessary to complete such steps with reasonable diligence
and continuity.
	 
	 	E.  	Landlord agrees that the name of the leasehold
Mortgagee(s) may be added to the “Loss Payable Endorsement” of any and
all insurance policies required to be carried by Tenant hereunder on
condition that the insurance proceeds are to be applied in the manner
specified in this Lease and that the leasehold Mortgage(s) or collateral
document shall so provide.
	 
	 	F.  	Landlord agrees that in the event of termination of
this Lease by reason of any default by Tenant other than for nonpayment
of Rent or Additional Rent and other payments herein provided for, that
Landlord will enter into a new lease of the Demised Premises with the
leasehold Mortgagee(s) or its nominee(s), for the remainder of the term,
effective as of the date of such termination, at the Basic Rent and
additional rent and upon the terms, provisions, covenants and agreements
as herein contained and subject only to the same conditions of title as
this Lease is subject to on the date of the execution hereof, and to the
rights, if any, of any parties then in possession of any part of the
Demised Premises, provided:






(1) Said Mortgagee(s) or its nominee shall make written request upon
Landlord for such new lease within fifteen (15) days after the date of
such termination and such written request is accompanied by payment to
Landlord of sums then due to Landlord under this Lease.




(2) Said Mortgagee(s) or its nominee(s) shall pay to Landlord at
the time of the execution and delivery of said new lease, any and all
sums which would at the time of the execution and delivery thereof, be
due pursuant to this Lease but for such termination, and in addition
thereto, any expenses, including reasonable attorney’s fees to which
Landlord shall have been subjected by reason of such default.




(3) Said Mortgagee(s) or its nominee(s) shall perform and observe all
covenants herein contained on Tenant’s part to be performed and shall
further remedy any other conditions which Tenant under the terminated
lease was obligated to perform under the terms of this Lease; and upon
execution and delivery of such new lease, any subleases which may have
theretofore been assigned and transferred by Tenant to Landlord, as
security



34









 






under this Lease, shall thereupon be deemed to be held by Landlord as
security for the performance of all of the obligations of Tenant under
the new lease.




(4) Landlord shall not warrant possession of the Demised Premises to
Tenant under the new lease.




(5) Such new lease shall be expressly made subject to the rights, if
any, of Tenant under the terminated lease.




(6) The Tenant under such new lease shall
have the same right, title, and interest in and to the buildings
and improvements on the Demised Premises as Tenant had under the
terminated lease.




	 	G.  	Landlord agrees promptly after submission to
execute, acknowledge and deliver any agreements modifying this Lease
requested by any leasehold Mortgagee(s), provided that such modification
does not decrease Tenant’s obligations or decrease Landlord’s rights
pursuant to this Lease.
	 
	 	H.  	The proceeds from any insurance policies or arising
from a condemnation are to be held by any leasehold Mortgagee(s) and
distributed pursuant to the provisions of this Lease, but the leasehold
Mortgagee(s) may reserve its rights to apply to the mortgage debt all, or
an part, of Tenant’s are of such proceeds pursuant to such Mortgage(s).
	 
	 	I.  	The leasehold Mortgagee(s) shall be given notice of
any arbitration proceedings by the parties hereto, and shall have the
right to intervene therein and be made a party to such proceedings, and
the parties hereto do hereby consent to such intervention. In the event
that the leasehold Mortgagee(s) shall not elect to intervene or become a
party to such proceedings, the leasehold Mortgagee(s) shall receive
notice of, and a copy of any award or decision made in said arbitration
proceedings.
	 
	 	J.  	Landlord shall, upon request, execute, acknowledge
and deliver to each leasehold Mortgagee (s), an agreement prepared at the
sole cost and expense of Tenant, in form satisfactory to such leasehold
Mortgagee(s), between Landlord, Tenant and leasehold Mortgagee(s),
agreeing to all of the provisions herein. The term “Mortgage”, whenever
used herein, shall include whatever security instruments are used in the
locale of the Demised Premises, such as, without limitations, deeds of
trust, security deeds and conditional deeds, as well as financing
statements, security agreements and other documentation required pursuant
to the Uniform Commercial Code. The term “Mortgage” whenever used
herein, shall also include any instruments required in connection with a
sale-leaseback transaction.





ARTICLE XXXIV




Tenant’s Responsibility Regarding Hazardous Substances




     Section 34.01. Hazardous Substances. The term “Hazardous Substances” as used in this Lease,
shall include, without limitation, flammable, explosives, radioactive materials, asbestos,
polychlorinated



35









 





biphenyls (PCS’s), chemicals known to cause cancer or reproductive toxicity, pollutants,
contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum
products, and substances declared to be hazardous or toxic under the Industrial Site Recovery Act,
N.J.S.A. 13:1k-6, as amended, and the Spill Compensation and Control Act, N.J.S.A. 58:10-12.1, and
any law or regulation now or hereafter enacted or promulgated by any governmental authority.



     Section 34.02. Tenant’s Restrictions. Tenant shall not cause to permit or occur:



          (A) Any violation of any federal, state or local law, ordinance, or regulation now or
hereafter enacted, related to environmental conditions, on, under, or about the Demised Premises,
or arising from Tenant’s use or occupancy of the Demised Premises, including, but not limited to,
soil and ground water conditions; or




          (B) The use, generation, release, manufacture, refining, production, processing, transport,
handling, treatment, storage, or disposal of any hazardous substance on, under, or about the
Demised Premises, or the transportation to or from the Demised Premises of any hazardous substance,
except for de minimus amounts of oils, greases, and cleaning products providing same is in
conformance with all environmental laws or as specifically disclosed on Schedule G of this Lease.




Section 34.03. Environmental Cleanup.





     (A) Tenant shall, at Tenant’s own expense, comply with all laws regulating the
use, generation, storage, transportation, or disposal of hazardous substances
(“Laws”).




     (B) Tenant shall, at Tenant’s own expense, make all submissions to, provide all
information required by, and comply with all requirements of all governmental
authorities (the “Authorities”) under the laws.




     (C) Should any Authority or any third party demand that a clean-up plan be
prepared and that a clean-up be undertaken because of any deposit, spill, discharge,
or other release of hazardous substances that occurs during the term of this Lease,
at or from the Demised Premises, or which arises at any time from Tenant’s use or
occupancy of the Demised Premises, then Tenant shall, at Tenant’s own expense,
prepare and submit the required plans and all related bonds and other financial
assurances; and Tenant shall carry out all such clean-up plans.




     (D) Tenant shall promptly provide all information regarding the use,
generation, storage, transportation, or disposal of hazardous substances that is
requested by Landlord. If Tenant fails to fulfill any duty imposed under this
Section 34.03 within a reasonable time, Landlord may do so; and in such case, Tenant
shall cooperate with Landlord in order to prepare all documents Landlord deems
necessary or appropriate to determine the applicability of the Laws to the Demised
Premises and Tenant’s use thereof, and for compliance therewith, and Tenant shall
execute all documents promptly upon Landlord’s request. No such action by Landlord
and no attempt made by Landlord to mitigate damages under any laws shall constitute
a waiver of any of Tenant’s obligations under this Section 34.03.



Section 34.04. Tenant’s Indemnity.





     (A) Tenant shall indemnify, defend, and hold harmless Landlord, Landlord’s
Mortgagee, the manager of the property, and their respective officers, directors,



36









 






beneficiaries, shareholders, members, partners, agents and employees from all fines,
suits, procedures, claims, and actions of every kind, and all costs associated
therewith (including attorneys’ and consultants’ fees) arising out of or in any way
connected with any deposit, spill, discharge, or other release of hazardous
substances that occurs during the term of this Lease, at or from the Demised
Premises, or which arises at any time from Tenant’s use or occupancy of the Demised
Premises, or from Tenant’s failure to provide any information, make all submissions,
and take all steps required by all Authorities under the Laws and all other
environmental laws.




     (B) Landlord shall indemnify, defend, and hold harmless Tenant, Tenant’s
Mortgagee, the manager of the Demised Premises, and their respective officers,
directors, beneficiaries, shareholders, members, partners, agents and employees from
all fines, suits, procedures, claims, and actions of every kind, and all costs
associated therewith (including attorneys’ and consultants’ fees) arising out of or
in any way connected with any deposit, spill, discharge, or other release of
hazardous substances that occurred prior to Tenant’s occupancy of the Demised
Premises, or which arose at any time prior to Tenant’s use or occupancy of the
Demised Premises, or from Landlord’s failure to provide any information, make all
submissions, and take all steps required by all Authorities under the Laws and all
other environmental laws.




     (C) Landlord’s and Tenant’s obligations and liabilities under this Section
34.04 shall survive the expiration of this Lease.



     Section 34.05. Tenant represents that its SIC Number is                     .



ARTICLE XXXV




ISRA Compliance




     Section 35.01. Tenant acknowledges the existence of the New Jersey Industrial Site Recovery
Act (“ISRA”). Tenant represents to Landlord that Tenant’s Standard Industrial Classification (SIC)
Number as used on Tenant’s Federal Tax Return will not subject the Demised Premises to ISRA
applicabilityunder current laws and regulations. Any change by Tenant to an operation with an SIC
number subject to ISRA shall require Landlord’s written consent, which consent will not be
unreasonably withheld. Any such proposed change shall be noticed in writing to Landlord sixty (60)
days prior to the proposed change. Landlord, at its sole option, may deny consent to the change.



          Tenant agrees to execute such documents as Landlord reasonably deems necessary and to make
such applications as Landlord reasonably requires to assure compliance with ISRA. Tenant shall
bear all costs and expenses incurred by Landlord associated with any required ISRA compliance
resulting from Tenant’s use of the Demised Premises including but not limited to, state agency
fees, engineering fees, clean-up costs, filing fees and suretyship expenses. As used in this
Lease, ISRA compliance shall include applications for determinations of nonapplicability by the
appropriate governmental authority. The foregoing undertaking shall survive the termination or
sooner expiration of the Lease and surrender of the Demised Premises and shall also survive sale,
or lease or assignment of the Demised Premises by Landlord. Tenant agrees to indemnify and hold
Landlord harmless from the violation of ISRA occasioned by Tenant’s use of the Demised Premises.




37









 








ARTICLE XXXVI




Sorting and Separation of Refuse and Trash




     Section 36.01. Compliance by Tenant. Tenant covenants and agrees, at its sole cost and
expense, to comply with all present and future laws, orders, and regulations of all state, federal,
municipal, and local governments, departments, commissions, and boards regarding the collection,
sorting, separation, and recycling of waste products, garbage, refuse and trash. Tenant shall sort
and separate such waste products, garbage, refuse, and trash into such categories as provided by
law. Each separately sorted category of waste products, garbage, refuse, and trash shall be placed
in separate receptacles. Such separate receptacles may, at Landlord’s option, be removed from the
Demised Premises in accordance with a collection schedule prescribed by law.



     Section 36.02. Landlord’s Rights in Event of Noncompliance. Landlord reserves the right to
refuse to collect or accept from Tenant any waste products, garbage, refuse or trash that is not
separated and sorted as required by law, and to require Tenant to arrange for such collection at
Tenant’s sole cost and expense, utilizing a contractor satisfactory to Landlord. Tenant shall pay
all costs, expenses, fines, penalties or damages that may be imposed on Landlord or Tenant by
reason of Tenant’s failure to comply with the provisions of this article, and, at Tenant’s sole
cost and expense, shall indemnify, defend and hold harmless (including legal fees and expenses)
from and against any actions, claims, and suits arising from such noncompliance, utilizing counsel
reasonably satisfactory to Landlord.



ARTICLE XXXVII




Removal of Garbage and Debris




     Section 37.01. Tenant agrees to remove all garbage and debris from Tenant’s Demised Premises.
Tenant shall not permit its garbage or debris to be placed or remain outside the Demised Premises.



     Section 37.02. For purposes of this Section, garbage and debris shall refer to waste generated
by Tenant’s business facilities, except for any hazardous substances as defined in Article XXXIV
hereinabove.



     Section 37.03. Removal of all such garbage and debris shall be at Tenant’s expense in
accordance with Article XXXVI set forth above.



     Section 37.04. In the event Tenant is specifically permitted to use, generate, release,
manufacture, refine, produce, process, transport, handle, treat, store or dispose of any hazardous
substance in accordance with the provisions of Article XXXIV herein, Tenant shall not dispose of
said hazardous substances in the common garbage receptacles and/or containers provided by Landlord
for the tenants. Tenant shall dispose of said hazardous substances in accordance with all
applicable laws at its own cost and expense.



     Section 37.05. In the event Tenant produces garbage and debris for disposal in the common
garbage receptacles and/or containers provided by Landlord for Tenant, that is in excess of
Tenant’s share of the aggregate garbage and debris for the entire Shopping Center, Landlord may
assess Tenant and Tenant shall be responsible for the disposal costs associated with said excess.



38









 





ARTICLE XXXVIII




Renewal Option




     Section 38.01. Tenant is hereby granted two (2) options to renew this Lease upon the following
terms and conditions:




	 	(A)  	It is expressly understood and agreed that the Tenant’s option
to renew, as hereinafter set forth shall be personal to Tenant, and may not be
exercised by any permitted assignee or subtenant hereunder, except an assignee
permitted by the terms of Section 14.05. It is understood and agreed that
Tenant’s Option to Renew shall be null and void in the event that fifty (50%)
percent or more of the Demised Premises have been sublet by the Tenant prior to
the date set for the exercise by Tenant of the Renewal Option hereinafter set
forth.
	 
	 	(B)  	At the time of the exercise of the option to renew and at the
time of the said renewal, the Tenant shall not have committed an uncured Event
of Default, and shall be in possession of the Demised Premises pursuant to this
Lease.
	 
	 	(C)  	Notice of the exercise of the option shall be sent to the
Landlord in writing at least six (6) months before the expiration of the Term
of this Lease.
	 
	 	(D)  	Each renewal term shall be for the term of five years, to
commence at the expiration of the Term of this Lease or first renewal and all
of the terms and conditions of this Lease, other than the Fixed Rent, shall
apply during any such renewal term.
	 
	 	(E)  	The Fixed Rent to be paid during each year of the renewal term
shall be the Fixed Rent payable during the previous year times a fraction the
numerator of which is the Consumer Price Index (C.P.I.) of December 31st of the
previous year and the denominator of which is the Consumer Price Index of
January 1st of the previous year. In no event shall the Fixed Rent
for any year of the renewal term be less that the Fixed Rent for the previous
year. The Consumer Price index to be utilized in determining the Fixed Rent for
the renewal years shall be the Consumer Price Index for the Northern New Jersey
and Greater New York Region.





     The aforesaid monthly rents shall be payable in advance on the first day of each calendar
month, except that a proportionately lesser sum may be paid for the first month following the Term
Expiration Date if said date falls on a date other than the first of the month.



39









 





     IN WITNESS WHEREOF, the parties hereto execute this Lease on the date set forth above.


	 	 	 	 	 
	 	WWM PROPERTIES, LLC.

 	 
	 	By  	 	 
	 	 	Sidney Hofing 	 
	 	 	Managing Member 	 
	 



	 	 	 	 	 
	 	 	 
	 	By  	
 	 
	 	 	Jack Morris 	 
	 	 	Managing Member 	 
	 



	 	 	 	 	 
	 	YARDVILLE NATIONAL BANK

 	 
	 	By  	 	 
	 	 	Patrick M. Ryan 	 
	 	 	President - CEO 	 




40









 






	 	 	 	 	 








41









 













42









 








EXHIBIT B




LANDLORD’S WORK




1. The Landlord shall provide the following work as its scope of services.





	 	A.  	Land acquisition.
	 
	 	B.  	All Professional Fees excluding interior architectural
	 
	 	C.  	Construction Permits.
	 
	 	D.  	Building Shell: The Landlord shall provide a building shell
in accordance to architectural plans prepared by Ignarri-Lummis architecture
firm and shall include the following.






	 	1.  	All exterior construction including drive thru lanes
	 
	 	2.  	HVAC Equipment (As per code)
	 
	 	3.  	Electrical Equipment (As per code)
	 
	 	4.  	All Utility Lines (As per code)
	 
	 	5.  	Bathrooms (As per code)
	 
	 	6.  	Drop Ceiling and Lighting (As per code)
	 
	 	7.  	The sheetrocking of perimeter walls






	 	E.  	Site Work (As per Schoor DePalma’s Engineering Drawings)





All of the specifications and the Landlord’s work shall be subject to the Tenant’s approval,
which shall not be unreasonably withheld, conditioned or delayed.



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EXHIBIT C




SIGNS





	 	1.  	All signs visible to the outside are to be submitted for
approval by Landlord, which approval shall not be unreasonably withheld.
	 
	 	2.  	The sign(s) shall not be moving or flashing.





All tenant signage must conform to any local requirements or restrictions as established by local
ordinances. Copies of the approved permits must be posted in the front windows of the building
before installation of any sign commences.



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EXHIBIT D




EXCLUSIVES




CVS EXCLUSIVE:




31. (a) (i) Landlord warrants and agrees that Landlord will not lease any space in the Shopping
Center (excluding the Premises), or permit the use of any such space, for a health and beauty aids
store, a drug store, a vitamin store, and/or a pharmacy.



          (ii) Landlord warrants and agrees that Landlord will not lease any space in the Shopping
Center (excluding the Premises), or permit the use of any such space, for the primary purpose of:
a greeting card and gift store; a candy store or a photo processing store, nor shall Landlord
lease, or permit the use of, more than 2,000 square feet in the aggregate of space in the Shopping
Center, for use as a retail operation which sells or offers for sale a majority of its merchandise
at or around the same price (e.g., a so-called “dollar store”).




          (iii) If Landlord or any of its officers, directors, trustees, individual members, or
partners, hold or acquire any interest in any land immediately adjacent to the Shopping Center or
at the same intersection as the Shopping Center (whether accomplished directly by direct
ownership, or indirectly through the use of leases, cross-easement agreements or similar
documents), during the Term, Landlord agrees that (unless any premises on said land are already so
leased and/or used) Landlord shall not allow any of the premises on such land to be leased or to
be used for the purpose of a health and beauty aids store, a drug store, a vitamin store and/or a
pharmacy.




     (b) As used in this Lease: the term “operation of a pharmacy “ shall mean the dispensing,
distribution or furnishing of prescription drugs for a fee or profit. The distribution or
furnishing of free samples of prescription drugs by physicians, dentists, other health care
practitioners, or entities such as clinics or health maintenance organizations shall not be deemed
the “operation of a pharmacy”; and a “health and beauty aids store” shall mean a store which
devotes more than 10% of its retail selling space to the display and sale of health and beauty
aids.



YARDVILLE EXCLUSIVE:




Landlord agrees that it will not permit any other financial institution, such as a commercial bank,
savings bank or credit union to be operated in the Shopping Center during the Term.



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EXHIBIT E




RULES AND REGULATIONS




     1. All loading and unloading shall be done only in the areas, and through the entrances,
designated for such purposes by Landlord.



     2. INTENTIONALLY OMMITTED



     3. No loudspeakers, televisions, phonographs, radios or other devices shall be used in a
manner so as to be heard or seen outside of the Demised Premises without the prior written consent
of the Landlord.



     4. If the Demised Premises are equipped with heating facilities separate from those in the
remainder of the Shopping Center, Tenant shall keep the Demised Premises at a temperature
sufficiently high to prevent freezing of water pipes and fixtures.



     5. Tenant shall, at Tenant’s cost, contract the services of an exterminator in compliance with
the Lease requirements.



     6. Tenant shall not burn any trash or garbage of any kind in or about the Demised Premises,
the Shopping Center, or within one mile of the outside property lines of the Shopping Center.



     7. Tenant and Tenant’s employees and agents shall not conduct or solicit business in the
parking area or other common areas, nor shall Tenant distribute any handbills or other advertising
matter in automobiles parked in the parking area or in other common areas, including “For Sale”
signs in car windows.



     8. Tenant is not permitted to use any space heaters, including but not limited to kerosene,
propane or electric.



     9. The plumbing facilities shall not be used for any other purpose than that for which they
were constructed, and no foreign substance of any kind shall be thrown therein, and the expense of
any breakage, stoppage, or damage resulting from a violation of this provision shall be borne by
Tenant, who shall, or whose employees, agents or invitees shall, have caused it.



     10. Tenant shall not install any coin operated vending machine, video game machine, coin
telephone, or similar devise, nor any stand for display of goods for sale upon the sidewalk area or
outside wall or any portion of the Shopping Center without written consent of the Landlord.



     11. No buses shall be operated by any tenant in this Shopping Center. Should any tenant wish
to charter or otherwise arrange for a bus to be present on the Shopping Center property, he must
first obtain written permission from the Landlord. The request for permission to have a bus enter
the property should contain particulars of the bus’ operation noting as to its location of parking,
picking up and discharging of passengers, and the like.



     12. Tenant shall promptly comply with all laws, orders, directions, rules and requirements of
governmental authorities and cognizant insurance carriers.



     13. Maintain the Demised Premises and all equipment within it in good repair and appearance
and in neat, clean, safe and sanitary condition free of all garbage.



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     14. Use all electric, plumbing and other facilities in the rental space safely.



     15. Promptly notify Landlord when there are conditions that require repair by Landlord.



     16. Comply with all rules and regulations made by Landlord from time to time, respecting the
delivery or shipment of merchandise, supplies and fixtures to and from the rental space.



     17. Immediately notify Landlord of any accident, fire or damage occurring to the rental space.



     18. Install anything on the roof without the prior written consent of Landlord.



     19. Do anything or permit anything to be done which tends to destroy the peace and quiet of
the Landlord, other tenants, invitees of the Shopping Center, or persons in the neighborhood.



     20. Throw or permit any foreign substance to be thrown into the plumbing facilities.



     21. Permit any vehicle or trailers to remain parked overnight in the Shopping Center.



     22. Obstruct any part of the Shopping Center outside the rental space.



     23. Use or operate any equipment that, in Landlord’s sole judgment, is or may be harmful to
the rental space of the building which the rental space is a part.



     24. Attach any awning or other projection to the outside of the rental space, or the building
of which the rental space is a part.



     25. Conduct any auction, fire sale, bankruptcy sale, going-out-of business sale, or
lost-our-lease sale, in or about the rental space.



     26. Tenant’s employees may not park in front of the other tenant’s stores.



     27. Permit trash or debris to accumulate outside the Demised Premises.



     Failure of Tenant to comply with the rules and regulations of this section constitutes an
Event of Default under this Lease, subject to a Fifty and 00/100 ($50.00) Dollar per day fine,
after giving Tenant notice of such default and an opportunity to cure the same within the time
provided by this Lease.




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