WITNESSETH:

 

A.      BASIC LEASE PROVISIONS:    The following constitute the basic provisions of this Lease:

 

4.    Delivery Date for Possession of Premises

 

7.    Option 1 Option 2 Option 3

 

8.    Address for notices: Landlord:

 

Per Annum 40,000,00

 

13.    Annual increases for Charges for Common Area Maintenance will not exceed more than Fifteen percent (15.00%) of those charges for the previous year.

 

B.     DEMISED   PREMISES:        Landlord   hereby   Leases   to   Tenant   the   demised   premises ("Premises") described as follows:

 

1.    The space within a one-story unit (without basement, balcony, or mezzanine) having an approximate total square footage of 5,000.00 square feet as measured from the exterior face of any exterior walls and to the centerline of common walls, identified as Unit #16 and outlined in red on the site plan, attached hereto as Exhibit "A". The "Shopping Center" is more fully described in the legal description, attached hereto as Exhibit "B".

 

2.    Landlord reserves the right to remeasure the Premises to determine the gross leasable area of the Premises. In the event the remeasurement discloses that the actual gross leasable area of the Premises as set forth in the preceding paragraph is incorrect, Landlord and Tenant shall execute an amendment to the Lease (i) reflecting the actual gross leasable area of the Premises, (ii) adjusting the Minimum Rent based on the new square footage, and (iii) adjusting Additional Rent (as defined in Section Y.12 of this Lease) and all other charges accruing under the Lease which are based on the actual gross leasable area of the Premises. In the event of an adjustment, Tenant will pay any excess rent owed to Landlord within fifteen (15) days after receipt of a statement, or Tenant shall take a credit for any overpayment against the next minimum rent and additional rent payments.

 

(a)    The  date  which   is   sixty (60)   days  after  the   date  Landlord   delivers   the Premises to Tenant, or

 

2.    At the time the Commencement Date is established, upon the request of Landlord, the parties will promptly execute a written instrument stipulating the Commencement Date and Expiration Date of the term of this Lease.

 

1.    Landlord   shall deliver  the  Premises  to  Tenant  on   10/01/1995.     If  Landlord   is unable   to   deliver the   Premises   within   ten   (10)   days   after   the  turnover   date specified, the Lease shall be null and void with no further obligation on the part of the Landlord or the Tenant.    If the Landlord's failure to perform such terms,

 

2.    Landlord warrants that the heating, ventilating and air conditioning system (HVAC) for the Premises will be in good working order on the date the Premises are turned over to the Tenant,

 

1.    Minimum Rent. Tenant agrees to pay to Landlord, at its office or other place as Landlord may from time to time designate, as Minimum Rent for the Premises during the term of this Lease, without any deduction or setoff, $8.00 per square foot, $3,333.33 in advance on the first day of each calendar month. The amounts to be paid by Tenant for rent and additional rent shall be prorated on a per diem basis for any partial month in the first Lease Year.

 

2.    Percentage Rent. As a further inducement for Landlord's entering into this Lease, Tenant shall pay to Landlord, in addition to the Minimum Rent, a percentage rate ("Percentage Rent") equal to the product obtained when the amount of Tenant's Gross Sales {as herein defined) for any Lease Year in excess of the Percentage Rent Breakpoint is multiplied by the Percentage Rent Rate. The Percentage Rent for each Lease Year shall be due and payable once Gross Sales exceed the Percentage Rent Breakpoint for such Lease Year, Tenant shall make estimated monthly payments, on or before the fifteenth (15th) day of each calendar month, in an amount equal to the product of the Percentage Rent Rate times the Gross Sales for the prior month (for the month in which the Gross Sales exceed the Percentage Rent Breakpoint, such payments shall be made only on the excess above the Percentage Rent Breakpoint). Tenant's obligation for the payment of Percentage Rent shall survive the expiration or earlier termination of this Lease.

 

3.    Gross Sales. The term "Gross Sales" shall mean the aggregate gross amount of all sales of merchandise made and all charges for services performed in the Premises (including orders taken in the: Premises for delivery from places other than the Premises), whether wholesale or retail, and whether cash or credit, and including the value of all consideration other than money received for any of the foregoing, and all amounts received by Tenant from conducting business on or from the Premises, including without limitation, all display fees, slotting allowances, promotional considerations, rebates or other payments received by Tenant to stock, promote or advertise any product, less (1) cash refunds or credit for merchandise returned if the price of such merchandise was originally included in Gross Sales, (2) the amount of sales and excise taxes to the extent included in sales, and (3) the amount of sales representing uncollectible bad checks. Merchandise transferred from the Premises to other stores of Tenant, or merchandise returned for credit to factories or jobbers shall not be included in determining Gross Sales. No deduction shall be allowed for uncollected or uncollectible credit or charge accounts.

 

(a)    Reporting of Gross Sales. Tenant shall submit to Landlord on or before the fifteenth (15th) day of each calendar month a complete and accurate record of Tenant's gross sales for the preceding calendar month. On or before the thirtieth (30th) day of the month following the end of each Lease Year, Tenant shall furnish to Landlord a statement certified by Tenant's corporate financial officer of the Gross Sales for the preceding Lease Year.

 

(b)    Books of Account. Tenant agrees to prepare and maintain at Tenant's principal office, accurate records of the Gross Sales, which records shall be kept in accordance with generally accepted accounting procedures, together with local sales tax returns of Tenant relating to Tenant's Gross Sales. The foregoing shall be open at all reasonable times to Landlord or its representatives to enable Landlord to determine the accuracy of the statements of Tenant's Gross Sales during and for three (3) years after the end of the Lease Year to which the same relate. In the event an examination or audit of records of Tenant discloses that Gross Sales as reported in the aforesaid statements were less, by two percent (2%) or more than the actual Gross Sales for any Lease Year, Tenant agrees to pay Landlord the reasonable cost of any such examination or audit. If such examination or audit discloses a discrepancy of three percent (3%) or more, and such under-reporting of Gross Sales by Tenant shall be deliberate in bad faith, Landlord shall also have the right to terminate this Lease.

 

1.    Real Estate Taxes and Assessments. Tenant agrees to pay Tenant's proportionate share of all real estate taxes and assessments, together with any and all expenses incurred by Landlord in negotiating, appealing or contesting such taxes and assessments, both general and special, levied and assessed against the land, buildings, and all other improvements which may be added thereto, or constructed with the Shopping Center. Tenant's proportionate share shall be the total amount of such taxes and assessments multiplied by a fraction, the numerator of which shall be the number of square feet of floor area within the Premises, and the denominator of which shall be the gross leasable area of the existing buildings within the Shopping Center at the time such taxes were levied or assessed, but excluding the floor area of any buildings within the Shopping Center which are separately assessed for tax purposes and billed to an entity other than Landlord or paid directly by an entity other than Landlord, even though billed to Landlord.

 

2.    Municipal,    County,    State    or    Federal    Taxes.        Tenant    shall    pay,    before delinquent,  all municipal,  county and state or federal taxes assessed against any Leasehold    interest    of    Tenant    or    any    fixtures,     furnishings,     equipment, stock-in-trade or other personal property of any  kind owned,   installed or used in or on the Premises.

 

3. Should any governmental taxing authority levy, assess, or impose any tax, excise or assessment (other than income, inheritance, gift or franchise tax) upon or against the rentals payable by Tenant to Landlord, by way of substitution for any existing tax on land and buildings, Tenant shall be responsible for and shall pay any such tax, excise or assessment, or shall reimburse Landlord for the amount hereof, as the case may be.

 

1.    Common Areas. Landlord grants to Tenant and Tenant's customers and invitees the right to use, in common with all others to whom Landlord has or may hereafter grant rights to use same, the Common Areas located within the Shopping Center. The term "Common Areas", as used in this Lease, shad mean the parking areas, roadways, pedestrian sidewalks, loading docks, delivery areas, landscaped areas, service courts, open and enclosed courts and malls, fire corridors, meeting areas and public restrooms, and all other areas or improvements which may be provided by Landlord for the common use of the tenants of the Shopping Center. Landlord hereby reserves the following rights with respect to the Common Areas:

 

(b)   To use or permit the use by others to whom Landlord may have granted such rights for promotional activities!;

 

(c)    To close all or any portion thereof as may deemed necessary by Landlord's counsel to prevent a dedication thereof or the accrual of any rights to any person or the public therein;

 

(d)   To   change   the   layout   of   such   Common  Areas,   including   the   right   to reasonably add  to or  subtract from their  shape and  size,   whether by  the addition of building improvements or otherwise, and may make installations^ and/or construct or erect buildings,   structures,  booths therein or thereon and move or remove the same and shall have the right to retain revenue, ''

 

.    from  income  producing  events  whether or  not  conducted  for  promotional purposes or by or through the Merchant's Association, if any; and

 

(e)    Landlord shall operate, manage, equip, light, repair and maintain said Common Areas for their intended purposes in an efficient and economical manner and may from time to time change the size, location, elevation, nature and/or use of any Common Areas.

 

2. Common Area Charge, Tenant shall pay to Landlord as a "Common Area Charge" a proportionate share of all costs and expenses of every kind and nature paid or incurred by Landlord in operating, maintaining, and repairing the Common Areas. Such costs and expenses shall include but not be limited to cleaning, lighting, repairing, maintaining, and replacing all common area improvements (provided, however, that any replacement of a common area improvement which is deemed a capital improvement by generally accepted accounting principles shall be amortized over its useful life); including without limitation, paving, roadways, sprinkler equipment (including standby charges), driveways, sidewalks, curbs, culverts and drainage facilities, barriers, retaining walls, fences, directional and Shopping Center signage (other than signs to be maintained by individual tenants), sewer and water supply lines and related facilities; snow removal, parking lot striping, painting, and painting of exterior walls, landscaping, providing security, providing public liability, property damage, fire and extended coverage and such other insurance as Landlord deems appropriate; including, but not limited to, the cost of Landlord's insurance provided for in Section L; total compensation and benefits (including premiums for Workmen's Compensation and other insurance) paid to or on behalf of employees; personal property taxes, supplies, fire protection and fire hydrant charges, water and sewer charges, utility charges, licenses and permit fees, reasonable depreciation of equipment used in operating and maintaining the Common Areas and rent paid for leasing such equipment, and administrative costs equal to fifteen (15%) per cent of the total cost of all the foregoing items (excluding insurance premiums paid by Landlord pursuant to Section L hereof). Tenant's Common Area Charge shall be determined by multiplying the total cost incurred by Landlord by the ratio of the square feet within the Premises to the gross leasable area within all of the existing buildings in the Shopping Center as of the date of the billing.

 

1. Gas and Electric Charges. Commencing with the date on which Landlord delivers the Premises to Tenant, Tenant shall pay for gas, if the same is available to the Premises, electric current and all other utilities required for the proper operation of Tenant's business, together with all taxes levied or other charges on such utilities, and governmental charges based on utility consumption. In the event Tenant's utilities shall be separately metered from all other tenants of the Shopping Center, Tenant shall, at its sole cost arid expense, pay for the cost of installation of such meters and any and all related costs and expenses, unless such costs and expenses are the express responsibility of Landlord pursuant to Exhibit "C" of this Lease.

 

2.    Water and Sewer Charges. Commencing on the date on which Landlord delivers the Premises to Tenant, Tenant shall pay all water rents, all charges resulting from any sprinkler system and sewer charges charged against the Premises.

 

2.    Trade Name. Tenant agrees to conduct its business in the Premises under the name of DOLLAR TREE.

 

3.    Operation of Business. Tenant agrees to open its store for business, fully fixtured, stocked and staffed and to continuously operate in 100% of the Premises during the hours set by Landlord for all Tenants of the Shopping Center, on all business days the Shopping Center is open for business, except where Tenant is prevented from doing so by strikes, casualty or other causes beyond Tenant's control. In no event, however, will Tenant be open for business after 10:00 PM or before 9:00 AM on any day without Landlord's prior written consent. Tenant shall be permitted to close the Premises for a period not to exceed three (3) days per year to conduct inventory or due to the death of a store manager.

 

1.    To occupy the Premises in a safe and careful manner in compliance with all laws, ordinances, rules, regulations and orders of any governmental bodies having jurisdiction over the Premises, and without committing or permitting waste;

 

2.    To neither do nor suffer anything to be done or kept in or about the Premises

 

which contravenes Landlord's insurance policies or increases the premiums

therefor;

I

 

3.    To keep its show or display windows, canopy and electric signs lighted until at least 9:30 PM local time of each day or until a time which is thirty (30) minutes after the close of each business day, whichever is later;

 

4.    To permit no reproduction of sound which is audible outside the Premises nor permit odors to be dispelled from the Premises;

 

5.    To place no sign on the exterior of the Premises or on the interior surface of any windows of the Premises (except for Tenant's standard window decal treatment which in no event shall occupy more than fifteen percent (15%) of said window) unless it meets the standards as set forth in Exhibit D attached hereto and made a part hereof and without also obtaining Landlord's prior written consent, and to maintain in good repair and promptly remove and repair any damage caused by such permitted sign;;. Tenant agrees not to display any pennants, search lights, window signs, balloons, or similar temporary advertising media. Tenant may display banners inside the premises within two (2) feet from the front of the store as long as they are professionally prepared. Tenant agrees to maintain its signs in good states of repair and save Landlord-­harmless from any loss, cost, or damage as a result of their condition and shall-'

 

6.    To place no merchandise, sign or other thing of any kind in the vestibule or entry outside of the Premises or on the sidewalks or other Common Areas adjacent thereto or elsewhere on the exterior of the Premises;

 

7.    To park Tenant's vehicles and to require all employees to park only in such places as may be designated from time to time by Landlord for the use of Tenant and its employees, and specifically not to permit parking by any of them in any service court area (Landlord reserves the right to have towed, at the owner's cost and expense, any automobile parked in violation of this clause);

 

8.    To keep any refuse in proper containers in the interior of the Premises until the same is removed from the Shopping Center and to permit no refuse to accumulate around the exterior of the Premises;

 

9.    To neither load nor unload or permit the loading or unloading of merchandise, equipment or other property from any doors of the Premises that open onto the front sidewalk areas, nor from any other doors except from the rear of the Premises and to use its best efforts to prevent the parking or standing of vehicles and equipment upon Shopping Center land except when actually engaged in loading or unloading;

 

10. To conduct no auction, fire or going-out-of-business sale without the prior written consent of Landlord;

 

11.    To permit Landlord free access to the Premises at all reasonable times after notice to Tenant (except in the event of an emergency when no prior notice shall be required) for the purpose of examining the same or making alterations or repairs to the Premises that Landlord may deem necessary for the safety or preservation thereof;

 

13.    To permit no Hen, notice of intention to file lien or other charges (whether arising out of work of any contractor, mechanic, laborer or material man or any mortgage, condition sale, security agreement or chattel mortgage otherwise) which might be or become a lien or encumbrance or charge upon the Premises or any part thereof or the income therefrom, and to suffer no other matter or thing whereby the estate, right and interest of Landlord in the Premises or any part thereof might be impaired;

 

14.    To solicit no business in the Common Areas, nor distribute handbills or other advertising matter to customers, nor place the same in or on automobiles in the Common Areas;

 

15.    To comply with all reasonable rules and regulations which Landlord may from time to time establish and uniformly enforce for all tenants of the Shopping Center for the use and care of the Premises, the Common Areas, and other facilities and buildings on the Shopping Center;

 

16.    To cooperate fully with Landlord and other tenants of the Shopping Center in promoting the use of trade names and slogans as may be adopted for the Shopping Center and in all promotional and advertising campaigns;

 

17.    To shut off all exhaust fans, if any servicing the Premises, at all times when Premises are closed; if Tenant's Premises front on an enclosed mall Tenant shall maintain positive air pressure so as to prevent the drawing of heated or cooled air from the enclosed mall and shall keep the Premises heated or air conditioned, as the case may be, to at least the same minimum temperature (in the case of heat) or at the same maximum temperature (in the case of air conditioning) as Landlord shall attempt to maintain in such mall;

 

18.    To handle and dispose of all rubbish, garbage, and waste in accordance with regulations established by Landlord and not permit the accumulation (unless in sealed metal containers) or burning of any trash, rubbish, refuse, garbage or waste materials in, on, or about any part of the Shopping Center;

 

19.    To prohibit the Premises to be used in any way which will injure the reputation of the Shopping Center or which may be a nuisance, annoyance, inconvenience or damage to the tenants or the Shopping Center or to the neighborhood including, without limiting the generality of the foregoing, noise by the playing of any musical instrument or radio or television, or the use of a microphoneT— loud speaker, electrical equipment, or utilizing flashing lights or search lights

 

20.    To prohibit the operation in the Premises or any part of the Shopping Center of any coin or token-operated vending machines or similar devices (including without limitation, pay telephones, pay lockers, pay toilets, scales, amusement devices and machines for the sale of merchandise and/or commodities);

 

21.    To permit Landlord or its agents, on or after ninety (90) days next preceding the expiration of the term of this Lease, to have the right to show the Premises to potential tenants, and to place notices offering the Premises "To Lease" or "For Sale" on the front of the Premises or any part thereof; and

 

22.    That it shall not make any penetrations through the roof of the Premises without the prior written consent of Landlord;

 

23.    To defend, protect, indemnify and hold Landlord harmless from and against any and all claims, causes of action, liabilities, damages, costs and expenses, including, without limitation, attorney fees, arising from or in any way connected with Hazardous Waste (as hereinafter defined) within the Shopping Center which are the result of Tenant's use, occupancy or operation of the Premises. As used herein the term "Hazardous Waste" shall be defined as any hazardous substance, containment, pollutant or hazardous release (as such terms are defined in any federal, state or local law, rule, regulation or ordinance, including without, limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended) and other said wastes.

 

1.    Repairs by Landlord. Landlord shall keep the foundations, roof, and structural portions of the outer walls of the Premises in good repair, except for repairs required thereto by reason of the acts of Tenant, Tenant's employees, agents, licensees, or contractors. Tenant shall give Landlord written notice of the necessity for repairs coming to the attention of Tenant following which Landlord shall have a reasonable time to undertake and complete such repairs. Notice from Tenant of the need for Landlord to perform a repair to the Premises shall not be a condition to Landlord commencing such repair if Landlord has actual knowledge of the need for repairs from any other independent source. The provisions of this Subsection K.I shall not apply in the case of damage or destruction by fire or other casualty or by Eminent Domain, in which events the obligations of Landlord shall be controlled by either Section M or Section O hereof.

 

2.     Repairs by  Tenant.     Except as provided  in Subsection K.I,   Tenant  shall  keep the  Premises  and  every part  thereof and  any  fixtures,   facilities  or  equipment contained  therein,   in  good condition and  repair,   including,   but not limited to, exterior and interior portions of all doors,  door checks and operations, windows, plate    glass,    and    showcases    surrounding    the Premises,     the    heating,    air conditioning, electrical, plumbing and sewer systems,  the exterior doors, window frames,    and    all    portions    of    the store    front    area,    and    shall    make    any replacements thereof of all broken and/or cracked plate and window glass which may become necessary during the term of this Lease,  and any renewal thereof, excepting any repairs to items of Landlord's original construction made necessary by reason of damage due to fire or other casualty covered by standard fire and extended coverage insurance.    In connection with Tenant's obligation to maintain the HVAC system servicing the Premises,  Tenant shall,  during the term of this Lease,   and   any   renewals   thereof,   at   its   sole   cost   and   expense,   maintain   a service    contract    for    the    routine    performance    of    standard     HVAC     system maintenance,   including but not limited to,  periodic replacement of filters,  oiling of mechanical components and inspection for wear and tear.    Within fifteen (15) days of Landlord's written request,   Tenant  shall provide Landlord with a copy of   the   foregoing   HVAC   service   contract.      If  Tenant   refuses   or   neglects   to"' commence or  complete  repairs  promptly and  adequately,   Landlord  may make  or'

 

3.    Alterations or Improvements by Tenant. Tenant shall not, without Landlord's prior written consent, make, nor permit to be made, any alterations, additions or improvements to the Premises. Any alterations which may be permitted by Landlord shall be based upon plans and specifications submitted by Tenant and approved by Landlord and upon the condition that Tenant shall promptly pay all costs, expenses, and charges thereof, shall make such alterations and improvements in accordance with applicable laws and building codes and ordinances and in a good workmanlike manner, and shall fully and completely indemnify Landlord, which indemnification shall be in a form acceptable to Landlord against any mechanic's lien or other liens or claims in connection with the making of such alterations, additions, or improvements. Tenant shall promptly repair any damages to the Premises, or to the buildings of which the Premises are a part, caused by any alterations, additions or improvements to the Premises by Tenant. Landlord's approval of Tenant's plans shall not be unreasonably withheld.

 

4.    Removal of Improvements. All Items of Landlord's construction, all heating and air conditioning equipment, and all alterations, additions and other improvements by Tenant shall become the property of Landlord at the termination of the Lease and shall not be removed from the Premises. All trade fixtures, furniture, furnishings, and signs installed in the Premises by Tenant and paid for by Tenant shall remain the property of Tenant and may be removed upon the expiration of the term of this Least:; provided (a) that any of such items as are affixed to the Premises and require severance may be removed only if Tenant repairs any damage caused by such removal and (b) that Tenant shall have fully performed all of the covenants and agreements to be performed by Tenant under the provisions of this Lease. If Tenant fails to remove such items from the Premises prior to the expiration or earlier termination of this Lease, all such trade fixtures, furniture, furnishings, and signs shall become the property of Landlord unless Landlord elects to require their removal, in which case Tenant shall promptly remove same and restore the Premises to its prior condition. In the event Tenant fails to remove all such trade fixtures, furniture, furnishings, and signs within ten (10) days after Landlord elects to require their removal, Landlord shall have the right to remove same and sell such trade fixtures, furniture, furnishings, and signs to pay for the cost of removal.

 

1.    Indemnification by Tenant. Tenant will indemnify and hold Landlord harmless from and against all loss, cost, expense, and liability whatsoever (including Landlord's cost of defending against the foregoing, such cost to include attorney's fees) resulting or occurring by reason of Tenant's construction, use or occupancy of the Premises.

 

2.    Public Liability Insurance, Tenant agrees to carry public liability insurance covering the Premises and Tenant's use thereof, together with contractual liability endorsements covering Tenant's obligations set forth in Subsection L(l), with a minimum limit of One Million and 00/100 Dollars ($1,000,000.00) on account of bodily injuries to or death or property damage for each occurrence and a minimum limit of Two Million Dollars and 00/100 ($2,000,000.00) general aggregate. Such insurance shall also provide that the general aggregate limits apply separately to each insured location, if applicable. Tenant shall deposit said policy or policies (or certificates thereof) with Landlord prior to the date of any use or occupancy of the Premises by Tenant; said policy or policies shall name Landlord, Tenant and such other parties as Landlord may from time to time notify Tenant in writing to be named as additional insureds under such insurance policy and shall bear endorsements to the effect that the insurer-__ agrees to notify Landlord and such other parties designated by Landlord as

 

3.    Landlord's Insurance. Landlord agrees to carry policies insuring the improvements on the Shopping Center against fire and such other perils as are normally covered by extended coverage endorsements in the county where the Premises are located, in an amount equal to at least eighty percent (80%) of the insurable value of such improvements, together with insurance against such other risks (including loss of rent) and in such amounts as Landlord deems appropriate. Tenant agrees that the total cost of the foregoing insurance shall be included in the Common Area charge as provided for in Subsection G(2) of this Lease and that Tenant shall pay its proportionate share of the foregoing insurance per said Subsection; provided, however, that Tenant shall have no rights in said policy or policies maintained by Landlord and shall not, by reason of such reimbursement, be entitled to be a named additional insured thereunder, In the event any of Landlord's policies insures Premises or risks other than the Shopping Center or the rents therefrom, the statement of the insurer shall be conclusive as to the portion of the total premium attributable to the Shopping Center.

 

4.    Tenant agrees to carry insurance against fire and such other risks as are, from time to time, included in standard extended coverage endorsements, insuring Tenant's stock-in-trade, trade fixtures, furniture, furnishings, special equipment, floor and wall coverings, and all other items of personal property to Tenant located on or within the Premises, such coverage to be in an amount equal to at least eighty percent (80%) of the replacement cost thereof.

 

5.    Tenant may self-insure its Leasehold improvements, inventory, fixtures, equipment and plate glass in the Premises during the term of this Lease and any renewals or extensions thereof so long as Tenant shall have a net worth of at least Three Million and 00/100 Dollars ($3,000,000.00). Prior to the Commencement Date of the Lease, Tenant shall furnish Landlord with a certificate evidencing such coverage or net worth, as the case may be,

 

6.    Mutual Waiver of Subrogation. All property insurance policies carried by either party covering the Premises, including but not limited to contents, fire, and casualty insurance, shall to the extent permitted by law expressly waive any right on the part of the insurer against the other party. The parties hereto agree that their policies will include such waiver clause or endorsement so long as the same shall be obtainable without extra cost, or if extra shall be charged therefor, so long as the other party pays such extra cost. If cost shall be chargeable therefor, each party shall advise the other of the amount of extra cost, and the other party, at its election, may pay the same, but shall not be obligated to do so. The failure of any insurance policy to include such waiver clause or endorsement shall not affect the validity of this Lease.

 

3.    The Demised Premises will continue to be used only for the retail sale of items enumerated in the Use clause; and

 

1.    In the event the Shopping Center or any part thereof shall be taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any authority in appropriate proceedings or by any right of eminent domain, the entire compensation award thereof, including, but not limited to, all damages as compensation, for diminution in value of the Leasehold, reversion and fee, shall belong to Landlord, without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to Landlord all its right, title, and interest to any such award. However, Tenant shall have the right to recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded to Tenant on account of the values of Landlord improvements made by Tenant and for moving and relocating expenses.

 

2.    In the event of taking under the power of eminent domain of (a) more than twenty-five percent (25%) of the Premises or (b) a sufficient portion of the Shopping Center so that after such taking less than fifty percent (50%) of the leasable floor area within all buildings located on the Shopping Center (as constituted prior to such taking) are occupied by tenants, either Landlord or Tenant shall have the right to terminate this Lease by notice in writing given within ninety (90) days after the condemning authority takes possession, in which event all rents and other charges shall be prorated as of the date of such termination.

 

3.    In the event of a taking of any portion of the Premises not resulting in a termination of this Lease, Landlord shall use so much of the proceeds of Landlord's award for the Premises as is required therefore to restore the Premises to a complete architectural unit and this Lease shall continue in effect with respect to the balance of the Premises, with a reduction of Minimum Rent in proportion to that portion of the Premises taken.

 

1.    If Tenant defaults in the payment of Minimum Rent, Percentage Rent, or other charges, or in the performance of any other of Tenant's obligations hereunder, and Tenant fails to remedy such default within ten (10) days after written notice from Landlord (unless default relates to matters other than the payment of money and cannot be remedied within ten (10) days; and Tenant commences to remedy such default within said ten (10) day period after written notice from Landlord and thereafter diligently pursues correction thereof, in which event the time to remedy such default shall be extended to the time reasonably required therefore), or if a receiver of any property of Tenant on the Premises is appointed, or Tenant's interest in the Premises is levied upon by legal process, or Tenant be adjudged bankrupt and Tenant fails within thirty (30) days to cause the vacation of such appointment, levy or adjudication, or if Tenant files a voluntary petition in bankruptcy, disposes of all or substantially all of its assets in bulk, or makes an assignment for the benefit of its creditors, then and in any such instance, without further notice to Tenant, Landlord may enter upon the Premises and terminate this Lease. In the event of such termination, the obligations of Landlord hereunder shall cease, without prejudice, however, to the right of Landlord to recover from Tenant any sums due Landlord for Minimum Rent and other charges payable by Tenant hereunder, including reasonable attorney's fees to the date of such entry, and also liquidated damages equal to any deficiency between the then rental value of the Premises for the unexpired portion of the term and the Minimum Rent provided for that portion of the term, discounted at six percent (6%) per annum to present net worth. In addition, Landlord may enter upon the Premises without terminating this Lease and may relent the Premises in its own name for the account of Tenant for the remainder of the term at the highest rent then obtainable and immediately recover from Tenant any deficiency for the balance of the term between the

 

2.    If Tenant at any time shall fail to pay any taxes, assessments, or liens, to make any payment or perform any act required by this Lease to be made or performed by it, Landlord, without waiving or releasing Tenant from any obligation or default under this Lease, may (but shall be under no obligation to) at any time thereafter make such payments or perform such act for the account and at the expense of Tenant. All sums so paid by Landlord and all costs and expenses so incurred including reasonable attorney's fees, shall accrue interest at the rate of two (2%) above the prime lending rate of NationsBank N.A. from the date of payment or incurring thereof by Landlord and shall constitute additional rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord upon demand. All other sums payable by Tenant to Landlord under this Lease, if not paid when due, shall accrue interest at the rate of two percent (2%) above the prime lending rate of NationsBank N.A. from their due date until paid, said interest to be considered additional rent under this Lease and shall be paid to Landlord by Tenant upon demand. If Tenant shall issue a check to Landlord which is dishonored by Tenant's depository bank and returned unpaid for any reason, including without limitation, due to insufficient funds in Tenant's checking account, Tenant shall pay to Landlord in addition to any other rights or remedies available to Landlord at law, the sum of Seventy five and 00/100 Dollars ($75.00) for Landlord's administrative expense in connection therewith.

 

3.     In the event either Landlord or Tenant shall be required to commence legal proceeding to enforce any of the terms of this Lease, the prevailing party in such proceeding shall be entitled to reimbursement from the non-prevailing party of all reasonable attorney fees and court costs incurred in connection therewith.

 

1.    Any notice or consent required to be given by or on behalf of either party to the other shall be deemed given when mailed by registered or certified mail, postage prepaid, return receipt requested, or by any other method providing for reasonable verification of receipt thereof, addressed as follows:

 

1.    Landlord is the fee simple owner of the Shopping Center. This Lease is and shall at all times, unless Landlord shall otherwise elect, be subject and subordinate to all covenants, restrictions, easements and encumbrances now or hereafter affecting the fee title of the Shopping Center and to all mortgages, deeds of trust, financing or refinancing in any amounts which may now or hereafter be placed against or affect any or all of the land or any or all of the building and improvements now or at any time hereafter constituting part of or adjoining the Shopping Center. The aforesaid provision shall be self-operative and no further instrument or document shall be required to effectuate said subordination unless otherwise requested. Tenant also agrees that'-an-y™ mortgagee or trustee may elect to have this Lease prior to the lien of its

 

1.    Landlord warrants that upon delivery to Tenant the Premises are free of asbestos and other hazardous materials and gases, and if found, Landlord will remove at Landlord's expense.

 

2.    Tenant shall not engage in operations at the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of "hazardous substances" or "hazardous waste", as such terms are defined under the Environmental Cleanup Responsibility Act, N.J.S.A. !3:.1K-6, et.seq., without the prior written consent of Landlord, which consent shall be at Landlord's sole discretion.

 

2.   Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the rental herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided for in this Lease or available under law or in equity.

 

2.    No waiver of any condition or legal right or remedy shall be implied by the failure of Landlord to declare a forfeiture, or for any other reason, and no waiver of any condition or covenant shall be valid unless it be in writing and signed by Landlord. No waiver by Landlord with respect to one or more tenants or occupants of the Shopping Center shall constitute a waiver in favor of any other tenant, nor shall the waiver of a breach of any condition be claimed or pleaded to excuse a future breach of the same condition or covenant.

 

3.    Broker's Commission. Landlord and Tenant hereby warrant to the other that there are no claims for broker's commissions or finder's fees in connection with the execution of this Lease, and Landlord and Tenant agree to indemnify and save the other harmless from any liability that may arise from such claims, including reasonable attorney's fees.

 

4.    No Partnership.     Landlord does not,   in any way or for any purpose,  become a partner of Tenant in the conduct of its business,  or otherwise, or joint venturer or a member of a joint enterprise with Tenant.

 

5.    Section Headings. The section headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease.

 

6.    Lease Inures to the Benefit of Assignees. This Lease and all of the covenants, provisions, and conditions herein contained shall inure to the benefit of and be binding upon the heirs > personal representatives, successors and assigns respectively, of the parties hereto, provided, however, that no assignment by, from, through, or under Tenant in violation of the provisions hereof shall vest in the assigns any right, title, or interest whatsoever.

 

7.    Entire Agreement. This Lease and the exhibits attached hereto set forth all the covenants, promises, agreements, conditions, and understandings between Landlord and Tenant concerning the Premises, and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them.

 

8.    Surrender and Holding Over. Tenant shall deliver up and surrender to Landlord possession of the Premises upon the expiration of the Lease term, or its prior termination for any reason, in as good condition and repair as the same shall be at the commencement of said term (damage by fire and other perils covered by standard fire and extended coverage insurance and ordinary wear and decay only excepted). No agreement to accept a surrender of the Premises prior to the natural expiration of the term of this Lease shall be valid and binding against Landlord unless such agreement shall be in writing and signed by Landlord. Should Tenant remain in possession of the Premises after any termination of this Lease, no tenancy or interest in the Premises shall result therefrom, but such holding over shall be an unlawful detainer and all such parties shall be subject to immediate eviction and removal, and after a two (2) month "good faith grace period" necessary to complete negotiations for renewal, Tenant shall upon demand pay to Landlord, as liquidated damages, an amount equal to two hundred percent (200%) of the Minimum Rent payable during the calendar month immediately preceding the expiration or earlier termination of this Lease for any period during which Tenant shall hold the Premises after the stipulated term of this Lease shall have expired or may have terminated.

 

9.    Additional Rent. Any amounts to be paid by Tenant to Landlord pursuant to the provisions of this Lease, whether such payments are to be periodic and recurring or not, shall be deemed to be "additional rent" and otherwise subject to all provisions of this Lease and of law as to the default in the payment of rent.

 

10.    Delivery of Documents.     In the event Tenant fails to execute,  acknowledge,  and deliver any documents or agreements required to be provided to Landlord under.. . Section J,   Section  R,   Section  S  or Section  T of this  Lease within  fifteen   (15) days    after    Tenant's receipt    of    Landlord's    written    request    therefor,     the

 

11.    Severability. In the event that any provision or section of this Lease is rendered invalid by the decision of any court or by the enactment of any law, ordinance or regulation, such provision of this Lease shall be deemed to have never been included therein, and the balance of this Lease shall continue in effect in accordance with its terms.

 

12.    Option to Renew. Provided Tenant is not in default under any of the terms and provisions herein contained, Landlord hereby grants to Tenant the option to renew this Lease for the periods stipulated in Section A.7. The First Renewal Term and each succeeding Renewal Term shall be based upon all the terms and conditions contained in this Lease except for payment of Minimum Rent which shall be increased per Section A. 10. The foregoing options to renew shall be exercised by written notice to Landlord given not less than six (6) months prior to the expiration of the original Term of the Lease, or the First Renewal Term,, or each succeeding Renewal Term as the case may be.

 

13.    Counterparts. This Lease may be executed in multiple counterparts, each of which shall constitute an original and all of which shall constitute a document.

 

14.    Force Majeure. The period of time during which Landlord or Tenant is prevented or delayed in the performance of the making of any improvements or repairs or fulfilling any obligation required under this Lease due to delays caused by fire, catastrophe, strikes or labor trouble, civil commotion, acts of God, governmental prohibitions or regulations, inability or difficulty to obtain materials or other causes beyond either party's control, shall be added to that party's time for performance hereof, and Landlord or Tenant shall have no liability by reason thereof. This clause shall not apply to Tenant's obligations to pay rent.

 

15.    Recording. This Lease shall not be recorded. However, upon the request of either Landlord or Tenant, the other party agrees to execute a memorandum of Lease setting forth such terms and provisions as may be acceptable to both Landlord and Tenant which may be recorded at the cost of the party desiring recording.

 

16.    Early Termination. In the event Tenant's sales during the second full lease year do not exceed Six hundred thousand dollars and no/100 ($600,000.00), Tenant shall the right to vacate the premises and terminate the lease provided the Tenant has given Landlord sixty (60) days written notice of its intention to do so at the end of the second lease year along with a copy of Tenant's certified sales. If Tenant fails to exercise its termination right in the specified time period, then the right will expire and the Lease will remain in full force.

 

TENANT:

DOLLAR TREE STORES,   INC.

 

Virginia corporation

 

My Commission Expires;