HomeMy WebLinkAbout09-6556IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED
PARTNERSHIP, formerly named Crown
American Capital City Associates, L.P.
CIVIL DIVISION
No. (5/ _ G sslo
Plaintiff,
V.
JOHN CRAIG FASHIONS, INC., t/a John
Craig Fashions,
COMPLAINT IN CONFESSION OF
JUDGMENT FOR EJECTMENT
Filed on Behalf of the Plaintiff,
PR Capital City Limited Partnership
Defendant.
This Complaint concerns real property
known as:
Store No. 432, Capital City Mall
Camp Hill, Pennsylvania
Counsel of Record for this Party:
Stephen S. Zubrow
Pa. I.D. No. 43523
Darlene M. Nowak
PA ID No. 37093
MARCUS & SHAPIRA LLP
Firm No. 145
One Oxford Centre, 35`b Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED
PARTNERSHIP, formerly named Crown
American Capital City Associates, L.P.
Plaintiff,
V.
JOHN CRAIG FASHIONS, INC., t/a John
Craig Fashions,
CIVIL DIVISION
No. 6) g _ b 5-s--6
Gu?l ?u?
Defendant.
COMPLAINT IN CONFESSION OF JUDGMENT
FOR EJECTMENT
1. Plaintiff, PR Capital City Limited Partnership, is a Pennsylvania limited
partnership, with an address of c/o PREIT Services, LLC, 200 South Broad Street, Third Floor,
Philadelphia, PA 19102. PR Capital City Limited Partnership is the owner of the Capital City
Mall in Camp Hill, Pennsylvania. PR Capital City Limited Partnership is the successor by name
change to Crown American Capital City Associates.
2. Defendant John Craig Fashions, Inc., trading as John Craig Fashions, is a
corporation doing business in Pennsylvania. Defendant's most recent address of record for
purposes of notice is 5832 Barnsley Drive, Harrisburg, Pennsylvania, 17111-4756.
3. On September 23, 1997, Crown American Properties L.P., predecessor to Crown
American Capital City Associates, L.P., predecessor in interest to Plaintiff, entered into a lease
for unit No. 432 at Capital City Mall, Camp Hill, Pennsylvania (the "Lease"). The Lease was
amended by means of a Lease Amendment dated June 26, 2003 between Crown American
Capital City Associates, L.P. and Defendant. Crown American Capital City Associates L.P.'s
name was later changed to PR Capital City Limited Partnership.
4. The original instrument evidencing the obligation on which judgment is herein
confessed, or a photostatic copy or like reproduction showing the signatures of Defendant, which
is a true and correct reproduction of the original, is attached hereto and marked as Exhibit 1, and
is incorporated herein by reference. The instrument is a Lease dated September 23, 1997. A
confession of judgment for possession of the leased premises is warranted by Section 19.06(b) of
the Lease.
5. Section 19.06(b) provides that, whenever the Lease shall be terminated or
cancelled by reason of breach of any provision thereof, "it shall be lawful for any attorney as
attorney for Tenant to file an agreement for entering in any court of competent jurisdiction an
amicable action and confession of judgment in ejectment against Tenant and all persons claiming
under Tenant for the recovery by Landlord of possession of the demised premises."
6. Defendant has breached the Lease by failure to make timely payment of rent
when due. On March 30, 2009, Defendant was given written notice of breach for failure to pay
amounts due and owing in the amount of $51,450.64. Exh. 2. Defendant did not pay the
arrearage nor did Defendant make satisfactory arrangements to pay off its arrearage in full.
7. Section 19.01 of the Lease provides that the following shall be deemed an "Event
of Default": "the failure by the Tenant to pay Minimum Rent and/or Percentage Rent and/or
Additional Rent or any installment or year-end adjustment thereof if such failure continues for
ten (10) days after written notice thereof by Landlord to Tenant.
8. Plaintiff avers that Section 19.06(b) of the Lease authorizes the entry of judgment
for ejectment and for possession of real property after an Event of Default. An Event of Default
has occurred under the Lease in that Defendants have failed to make payment in full of rent and
other charges which were due for the months of May 2008 through September 2009. Plaintiff
gave written notice of the failure to pay on, among other dates, August 21, 2008 and May 30,
2009, and more than ten days have passed after Defendant was sent notice of its failure to pay
without making the missing payments.
9. Plaintiff terminated the Lease on September 18, 2009.
10. Plaintiff avers that judgment on the Lease is not being entered by confession
against a natural person in connection with a consumer credit transaction. The underlying Lease
of real property at Capital City Mall, Camp Hill, Pennsylvania, was made as a commercial
transaction.
11. Judgment has not been entered on the Lease in this or any other jurisdiction.
12. The property in question ("Leased Premises") is described as follows: Room 432
in Capital City Mall, located on the West side of Hartzdale Drive between Zimmerman Drive
and Capital City Mall Drive, and bounded by U.S. Route 15 on the West and North.
WHEREFORE, Plaintiff P.R. Capital City Limited Partnership demands judgment in
ejectment against all persons in possession of the Leased Premises including but not limited to
John Craig Fashions Inc. t/a John Craig Fashions.
Respectfully submitted,
2S
Dated: September 1& 2009
farlene en S. Z row
M. Nowak
MARCUS & SHAPIRA LLP
One Oxford Centre, 35th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Counsel for Plaintiff, PR Capital
City Limited Partnership
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED
PARTNERSHIP, formerly named Crown
American Capital City Associates, L.P.
CIVIL DIVISION
No. & q , & S s- 6
Plaintiff,
V.
JOHN CRAIG FASHIONS, INC., t/a John
Craig Fashions,
Defendant.
CONFESSION OF JUDGMENT FOR EJECTMENT
Pursuant to the authority contained in the warrant of attorney, the original or a copy of
which is attached to the Complaint filed in this action, I appear for the Defendant and confess
judgment in ejectment in favor of the Plaintiff and against the Defendants for possession of the
real property as follows: Room 432 in Capital City Mall, located on the West side of Hartzdale
Drive between Zimmerman Drive and Capital City Mall Drive, and bounded by U.S. Route 15
on the West and North.
Dated: September, 2 s, 2009
orney or Defendant
71 1 737 0607
L
UNSWORN VERMCATION UNDER 18 PA. C.. 8 4904
The undersigned hereby states subject to the penalties of 18 Pa. C.S. § 4904 reganling
unworn falsification to authorities as follows: I am a duly authorized representative Of the
Plaintiff identified in the attached complaint in Confession of Judgment and that averments of
fad contained in such Complaint are true and correct to the best of my knowledge, infoirr.•ation
and belief.
-it
Dated: 1. 13 • , 2009 By- .?? -----
PRETT SERVICES, LLC
Agent for PR CAPITAL CITY LIMITED
PARTNERSHI?
1
waimIn.¦r*i ae ne t QeBu
THIS INDENTURE OF LEASE, madt: on theZ34Aay of 4w e`,7 11997, by
CROWN AMERICAN PROPERTIES, L.P., a Delaware Limited Partnership, by CROWN
AMERICAN REALTY TRUST, as General Partner, with its offices located at Pasquerilla
Pima, Johnstbwn, Pennsylvania 15907 (hereinafter called 'Landlord"), and JOHN
CRAIG FASHIONS, INC.,
trading as JOHN CRAIG FASHIONS,
with an address at 4808 Windsford Road, Harrisburg, Pennsylvania 17109,
(hereinafter called "Tenant"),
WITNESSRTH:
A. Leased:PiseS.
Landlord hereby leases to Tenant and Tenant hereby rents from Landlord
the store premises (hereinafter' referred to as the "'premises", "leased premises" or
"demised premises") outlined in red on the plan attached as Exhibit `B" hereto,
now erected or hereafter to be erected as mart of a shopping center to be initially
known as Capital City Mail, 3505 Capital Mall Drive, Camp Hill, Pennsylvania,
(hereinafter referred to as the "center, "Shopping Center" or "entire premises" and
Initially comprising the area shown in Exhibit 'B"), the demised premises being
measured and described by the following dimensions which are measured from
the outside building tines of each wall of the demised premises or, in the case of
those walls separating the demised premises from other stores In the Shopping
center, from the center lines of such wails: (ROOM J432)
Front: Thirty Feet, Seven Inches (3(Y-71 -IRREGULAR,
Depth: Sixty-Nine Feet, Eight inches (69'-8") - IRREGULAR,
Total Area Two Thousand (2,000) Square Feet,
together with the right to the non-exclusive use in common with otters entitled
to use same of all such automobile parking areas, driveways, malls, courts,
corridors and footways, loading facilities and other facilities as may be designated
by Landlord from time to time as more fully set forth in and subject to the terms
and conditions of this Indenture of Lease and the Lease Agreement thereinafter
collectively referred to as the "Lease'), and to such rules and regulations for the
use thereof as maybe prescribed' from time to time by the'Landlord-
6, Term_
The term of this Lease shall be for a period of six t6) years beginning on the
"commencement date" as established by Section 1.01(a) of the Lease; provided,
however, Tenant's fixed minimum rental and other charges will commence on the
earlier to occur of. (a) the date upon which the Tenant opens Its premises for
business or (b) Niruernber 1,_1997, whether Tenant is open for business or not.
Upon the commencement of the term of this Lease, the Lease dated
September 25, 1991, and all Amendments thereto, by and between Crown
K -AK 431T ?.
American corporation, predecessor4n4mrerest to Landlord, and Tenant for Room
#425, In the Shopping Center ("Existing Lease') shall terminate and become null and
void, provided that Tenant shall pay all sums due or accruing under the Existing
Lease through its Termination Date.
C. Fixed (minimum Rent.
Tenant shall pay to Landlord a guaranteed annual minimum rent ("Fixed
Minimum Rent") as follows: The Fixed Minimum Rent for each of the following
periods during the term of this Lease shall be
Time Period Annual Amount Atnottqt
Years 1 - 3 $48,500.00 $4,041.67
Years 4 - 6 S50,500.00 S402W.34.
Each such installment shall be due and payable on or before the first clay of
each calendar month In the term of this Lease; In advance, at the office of
Landlord or at such other place as may be designated by Landlord from time to
time, without any prior demand therefor and without any deduction or setoff
whatsoever, the first Installment to be paid on the commencement date whether
or not the commencement date is the first day of a calendar month, in the event
that the commencement date of the term of this Lease shall be a day other than
the flrst day of a calendar month, TenanCs first payment of Fixed Minimum Rent
shall be prorated for the fractional month between the commencement date and
the first day of the first full calendar month in the term hereof, on a per diem
basis (calculated on a thirty day month).
D. Percentage Rent.
in addition to the Fixed Minimum Rent as aforesaid, Tenant, in accordance
with Section 2.01 of the Lease, shall pay to Landlord, as additional rent hereunder
(hereinafter referred to as "Percentage Rent"), and as part of the consideration of
the aforesaid demise, for each lease year In the terry; of this Lease a sum equal to
six percent (6%) of that portion of Gross sales (as defined in Section 2.02 of the
Lease) during such lease year which is in excess of the applicable, Percentage Rent
Gross sates Base. The Percentage Rent Gross Sales Base for the following periods
within each lease year shall be:
Time Period Percentage Rent Gross Sales Base
Years 1 - 3 S750,000.00
Years 4 -6 $850,400.00.
E. use of Premises.
Subject to the provisions of Article V of the Lease', Tenant shall use the
leased premises solely for the purpose of conducting the business of: the retail
sale of fashionable men's clothing at mid-to-better price points, Including suits,
casual and sportswear, both regular and big and tall sizes and directly related
accessories, such as shoes, belts and tie clips, and for no other purpose
whatsoever. « R
' * - SEEPAGE 2(2)
Cap john (INDENT.01'.97)
In addition to the foregoing, and as an Incidental use only (°incidental"
being defined as the sale and display of the following two categories within
the applicable limits herein provided), Tenant may also sell cologne and
men's jewelry, so long as said categories d:: not exceed, in the aggregate, (i)
five percent (5%) of Tenant's Cross Sales (as herein defined), and (11) so long
as the floor area devoted to cologne and men's jewelry does not exceed an
amount equal to ten percent (TC%) of the floor area of the dewilsed
premises.
eta)
Cap-john uNDUNT.br.v )
I 1
................
F. Common Area PaYttleli -
on the first day of each calendar month, Tenant shall pay to landlord, in -
advance, without demand and without any setoff or df luction, as a minimum
payment on account of Tenant's proportionate share of the operating Costs (as
defined in Article VII of the Lease) an amount never less than one-twelfth (1112th)
of the product obtained by multiplying the square feet of floor area of the
demise, premises by the sum of f=ive Dollars and 001100 (SS,OQ). If the
commencement date hereof shall not be the first day of a calendar month,
Tenant's payment of its proportionate share of 0,perating Costs for the fractional
month between the commencement date and the first day of the first full
calendar month in the term shall be prorated on a per diem basis (calculated on a
thirty day month) and shall be paid together with the first payment of Fixed
Minimum Rent. in no event shall 'tenant's payments hereunder exceed D.5.00/per
sq. ft. for the first 41St) twelve (12) months Of the term of this Lease, and thereafter
shall not be increasedmore than six percent (6%) over the amount paid the
Immediately preceding twelve (12) month period.
04 TetlMt'S AHOw2nre.
The Landlord shall reimburse the Tenant on account of the cost of
construction of the items designated as Tenant's Work in Exhibit "A", attached
hereto, an allowance which shall be the lesser of Tenant's actual cost of
construction, or„$3a.000.00, subject to the terms and conditions set forth in said
Exhibit "A'. Notwithstanding anything contained in Exhibit "A" to the contrary,
Tenant is not responsible for the payment of any Landlord-provided Construction
items, but is responsible for the payment of any service changes, as provided In
Exhibit'A". ktQ Re?rti6uRSC h6e?f?d?Oda. w;tjl4,A1
i4d.owa rjq,viaryr7re?- fie, jcr?/d/? Reyui rea?,t. .
H. security Deiaasit. NOT AppUCARLS /
1. TIC Rent.
As an initial estimated payment on account of Tenant's proportionate snare
of taxes as defined in Article It of the Lease, Tenant shali'.pav monthly, In advance,
as additional rent, together with each monthly Installment of fixed minimum rent,
without demand or setoff, an amount equal to one-twelfth (1112th) of the product
obtained by multiplying the floor area of the demised peen-lw= by the sum of
a?1. 88
J. mark Ming_ nd2Advertlsinf -
Tenant covenants and agrees to become a member of any marketing Fund
formed by the Tenants of the Shopping Center and approved by Landlord, and to
maintain such membership throughout the term of this Lease. Tenant further
agrees to pay as its share of the cost of the activities conducted by such
association the sum of S,5_4 per Vear for each square foot of floor area contained
in the demised premises, subject to Gnl adjustment, as provided In Article XV of
the Lease. in no event shall Tenant's payments hereunder exceed ?501per sq. ft.
for the first (15h twelve (12) months of the term of this lease, and thereafter shall
not be Increased more than six percent (6%) over the amount paid the
Immediately preceding twelve (12) month period.
C-nr,fi*n (INDENr_oT.97) 3
Tenant shall also pay to Landlord as its contribution to the Advertising
Program for the shopping Center the sum of -$.50 per year for e;!ch square foot of
floor area contained in the demised premises. Tenant's Advertising Program
payment and Marketing Fund payment shall be made in monthly installments,
together with payment of Fixed Minimum Rent, and said Advertising Program
payment Shall be subject to CPI adjustment in the same manner as Tenant's
Marketing Fund payment as provided In Aj :tcle XV of the Lease. In no event shall
Tenant's payments hereunder exceed_$.50/per sq. ft for the first (111) twelve (12)
months of the term of this Lease, and thereafter shall not be increased more than
six' percent (6°%) over the amount paid the immediately preceding twelve (12)
month period.
K. Proportionate cost of sec TItY.
in the event Landlord elects to provide security for the Shopping Center,
Tenant shall pay monthly, in advance, as additional rent, together with each
monthly installment of Fixed Minimum Rent, without demand or setoff, an
amount equal to one-twelfth (V12th) of the product obtained by multiplying the
1. In no event shall
floor area of the demised premises by theamount of $-_4
Tenant's payments hereunder exceed S4$/per sq. ft. for the first Hul twelve (12)
months of the term of this Lease, and thereafter shalt not be Increased more than
six percent (6%) over the amount paid the immediately preceding twelve (12)
month period;
L. e e :Documents,
in addition to the Indenture of Lease and the Lease Agreement, tiie
following are attached to the Lease and are hereby incorporated in and made part
of the Lease as fully as though set forth at length In the Lease: Rider, If any,
Exhibit "A", Exhibit "A-1", Exhibit "B', Exhibit "C" and Exhibit'D".
IN WITNESS WHEREOF, the parties hereto, Intending to be legally bound
hereby, have caused this tease to be duly executed the day and year first above
written.
(Corporate seal) CROWN AMERICAN PR&AR WS, L.P.
A D"WAlllta UNLIT II2SHIP
BY CROWN Al1AER1 REALTY TRUST
AS GENERAL PA
ATTEST- U L
Rona d P. Rusinak
secretary
(Corporate Sean
E
A71 TES .
cretary
ay:
T Ste enson
ecu a Vice-President
JOHN CRAIG FASHIONS, INC.,
T/A JOHN CRAIG FASHIONS
)0
By:
President
Cap-john (]NDL'KT.OP.97) 4
RIDER
1. Aooh:aaa. In the event that (i.) J. C. Penney or Hechts department store fail ra operate, at the
Shopping Ceater for a Donut ve twelve (12) month period, or (ii) the oeoupaacy level of the
Shopping Center, excepting Separately Assessed Premises, halls below sixty percent (60%)
occupancy, ("Cessation Pcriod'?, then in either event, Tenant shall pay to LatelMord, in lieu of Fixed
Minimum RAnt, a percentage rein (hereinafter referred to as the "Inbrrim Renee each month within
fifteen (0) dop after the end of each month in an amount equal to six peroent (6%) of the m*tttLly
Gross Sales (as: the term "Gross Sales" is defined in Section 2.02 of this Lease) from all business
conducted on the dumisod premises by or under Tenant.
(a) Notwithstanding anything set forth herein to the contrary, the payment of Interim Rent shall ere in
addition to, and not in lieu of, the minimum payment on account of Tt n*Ws proporrtionMe sham of the
Common Area Payment as set forth in Paragraph "F"' of the Indenture, tl'te estimated payment on
account of Tenautt's proportionate share of Taxes as sex forth in Paragraph "r of the indenturc, the
Merchant's Association/Advertising assessments as set forth in Pwagaph "Y of the Imtcntur1%
Tenant's prapoitiouste cost of Security as set forth in Paragraph "K" of the Indenure and any other
charges due and payable, undo' the terms of this Lease.
(b) Notwkhaar?dinS awything sa forth in Section 2.43(a) of this Leaso to teen contrary, Tenant agrees that,
no heat than the Oeenth (i 5m) day after the end of each calendar month during the Cessation Period,
Tenaut shah submit to Landlord an itemized and Kxw*w written statement signed by Teuant, its duly
authorized officer or duly authorized representative. reflecting the bull mount of Gross Sales wade
during the preceding calendar month.
(c) Tenant's right to pay Interim pent shall continue until the earlier to occur
(i) Landlord has executed a lease, sublease, assignment or other instrv&omot for a replacement
tenant to occufy under a single trade name at least e0ity percent ($0°/.) of cite space each department
store vacated; or
(u) The occupancy level of tho small shop portion of the Shopping Coot exceods sixty percent
(601%) occupancy; or
(iii) Tenant it in default under this Lease.
2. Tgnartl'a liieki of Ten ipalign. Tenant shall have the option to terminate this Leasc in the event
that:
(a) Both J. C. Penney or Becht dcpaatwem stores have failed to operate at the Shopping Caller for
a Consecutive twolve (12) month period, or the, OccapaMY level of the small shop portion of the shopping
Center is below the sixty parent threshold for twelve, (I2) oonseentivo months, and
I
(b) By the end of the twelve (12) month period, a lease, sublease, assignment or other instrument
has not bow exeottted by Landlord for a replacement tenant to occupy under a single trade name at lease
eighty (SO%e) of the space each department store vacated, and
(c) Temt is not in default at the time notice of termination is given or on the date the termiMion
is effective.
Tenant shall notify Landlord in writing of Tenant's eloction to termiinatc the Lease no later than
sixty (60) days after the expiration of the twelve (12) month period, and such termination shall be
effective on the last day of the second (2`) month after notice has been given.
3. j3elay In Tpraover. It is understood and agreed that Tenant shall have a period not to exceed sixty
(60) days following turnover of possession of the demised premises to Tenant in order to prepare the
same for occupancy. In the event that there is a delay in die turnover of possession of the demised
premises to Teront due to the existing tenant Gertrude Hawk Chocolates not vacating the demised
premises in a timely fashimt, and if ss a result of said delay Tenant hereunder is prevented from
moving into the demised premises to cmplete its work, then in such event there shall be a
oorresponding May in the commenc aunt of the team of this Lease.
In such an event, the Term Commencement Date shall be deemed to have occurred on the earlier to
occur of (i) sixty (60) days following turnover of, osscssion of the demised premises to Tenant, or (ii)
the date that Tenant opens for business at thedemised premises-
IWCx TO LEASE AGNT)"i _
ARTICLE I 1
Section 1.01 TERM Commencement of the Term .................... Page
ARTICLE II
Section 2.01 RENT
Percentage Rent .............................. ...........
....... 1
2
Section 2.02 .........
Gross Sales Defined ....................................... 2
2.03 Percentage Rant Statements and Payments ..........
.........
....
3
04
on 2.
Section ....
Taxes ........................
............................. 4
Section
Section 2.05
...
Additional Rent... .....,,........ ... .............................
ARTICLE Ili 8=5 OF ACCOUNT AND AUDIT 5
Section 3.01
.
. ....
...............
Tenantls Records . ...................
?
•
5'
Section 3.02 .
.......
..
....
Audit ..................................... ............ ...
ARTICLE IV CONSTRUCTION Or LFASED PREMISES
• ••
Section 4.01 Construction by Landlord ....................................... : .
. 5
Section 4.02 Tenant's Improvcwente end Fixtures .......................................
......... 6
Section 4.03 Finencing........................... ............................ 6
Section 4.04 ......
Excuse of Performance...........................................
ARTICLE V CONDUCT Of BUSINESS
Section 5.01 ........
List of Premises............................. •• 7
Section 5.02 ............. .
Storage.. ...., • ....... ........ .... ..
....... 7
Section 5.03 ,.•.••
Additional Use of thePromises .....................................
a
5.04
Section
Rules end Regulations.......... . ...
ARTICLE VI GRANT OF CONCESSIONS
. 8
Section 6.01 ..... ...... ................... ..
Cooditione to Grant......................................................
VII
t
AR COMMON AREAS
9
e
7.01
Section Definition; Control................ .. ,. ..
? Y
Section 7.02 ..................
.
..... ..................... .
Parking Facilities.
9
Section 7.03 Roof, Malls, Changes and Adtfitions to Center. •.. ................
....
..
.
Section 7.04 .
.
Right to Relocate ................................................
...
.. ..... to
Section 7.05 Expenses.... .... ... .., ........ .. ..••
.....
...
.
..
Section 7.06 .
.
Common Area P*yrent.................. ..........
... 11
Section 7.07 .
Proportionate Cost of Security.. .. ...............................
ARTICLE VIII SIGNSI Il1AiIt01 CANOPIES$ FIXTURESI ALTERA710N5 12
Section 8.01 Signs, Awnings and Canopies................................................
... ............ •• .....
.
12
Section 6.02 Property in Demised Premises.............................................
• 12
Section 8.03 ImproveKenta end Alterations... ..........••••••••••••••••••••••••......•
MAINTEMANCE AND REPAIRI SURREWR OF CEASM PREMISES
ARTICLE IX
Section 9.01
Repaire end Maintenance by Tenant .............. ..........................
.
. 13
13
section 9.02 .... .
Structural Repairs ..................... a......... ......... .........
. 14
Section 9.03 Surrender of Prerises.......... 0.........................................
ARTICLE X VIDENNIfICATIOMI SUBROGATION 14
Section 10.01 ...................
Indemnification and Waiver of Clsta ...................
ARTICLE XI INSURANCE
. 15
Section 11.01 1wran0e1 ......... . . .... .....I.. ............................. IS
Section 11.02
.
Insurance Provisions. .... ....... ............................. . ...
15
section 11.03 Effect on Insuranes........................................... ••••'•..••..
ARTICLE XII UTILITIES 16
Section 12.01 Utilities ............................... ........ ......................
16
Section 12.02 Application for Utilities.. ..................................
. 36
Section 12.03 Operation of Meeting and Air-Conditioning................................
........... 16
Section It.04 Utility CMrgo Defined .................................... ..
ARTICLE XIiI .
..
esio EI CERTIFICATtI SUBORDINATION; ATTORNI£Mi . 16
Section 13.01 .
.. ..........
Execution of Estoppel Certificate.... ................ .
17
Section 13.02 Failure to Execute Estoppel Certificate ...................................
... 17
Section 13.03 Subordination and Attornment................. ..........................
ARTICLE XIV ASSIGNMENT AND SUBLETTING
17
Section 14.01 Assignment and Subletting......................... ......... ....
. i8
Section 14.02 Application to Assign or Sublet ................... .......................
..
. 18
Section 14.03 Copy of Assignment or Sublease .................... .
....................
MERCHANTS' ASSMIATtON= PROMOTION FUDDI ADVERTISING
ARTICLE XV
Section 15.01 Merchants' Association, Promotion Fund and Adverti sing .................... 19
ARTICLE XVI DESTRUCTION Of LEASED PREMISES
...
20
Section 16.01 Total or Partial Destruction ...................... .....................
20
Section 16.02 Partial Destruction of Shopping Center ............ .......................,
ARTICLE XV'II EMINENT DOMAIN
21
.
Section 17.01 Total Condemnation ........ ............. •.......... ...
.. ••••••.... ...
Section 17.02 Partial Condemnation.. ..... .. ..., ......
21
Section 17.03 ..
Partial Condemnation of Shopping Centsr......... •... ......... . .... 21
.
Section 17.04 Landlord's Damages ................ ..... •• .
•••••••••
.... 21
Section 17.05 Tenant's Damages ....... ......................... .....
.............
ARTICLE XVIII BANKRUPTCY OR INSOLVENCY 22
Section 18.01 . .....
Bankruptcy or Insolvency............... . ....................
ARTICLE XIX EVENTS Of DEFAULT; LAND'LORD'S REMEDIES
.. 22
.
'
Section 19.01 Events of Default......... ..... ....... ..
. .. ,.. ...
.. ,
23
.
Section 19.02 Deliberate Events of Default .................... . ••• ............
....
23
.......
.
Section 19.03 Termination........ ...................... .
........... ...
23
Section 19.04 Right of Possession ............................. ..•••• ••• ••••. 23
Section 19.05 Additional Remedies of Landlord ................ -•• •• ... 20
Section 19.06 Confession of Judgment... ......•-•••••••• •••..••
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Section 19.07 Waivers.. ..................................... _
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ARTICLE XX MISCELLANEOUS 25
Section 20.01 Access by ...... 11 ....................... . •.• ..
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Section 20.02 holding Over.....................................
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Section 20.03 Successors ....... ................... ....... ................... .
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Section 20.04 Quiet Enjoyment .................................. .....................
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Section 20.05 waiver: .... .. .. ...... .........
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Section 20.06 .................................
Usa
Custom end
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tion
f
S
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Section 20.07 ...............
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ac
at
s
Accord and
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Covenants
t'
f T .. . •.
Section 20.06 ...........
enan
s
Performance o 27
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Section 20.09 Entire Agreement ......................... ...... ............ 4 .....
27
7
Section 20,10 No Partnership .............. . .... ........ .........
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$e!ction 20.11 Notices.... . ....,.•.•....... 27
Section 20.12 Captions and Index ................................ .......................
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Section 20.13 Tenant Definsdi Use of Pronoun .................. ...........................
21
Section 20.14 We ation of Personal Liability...... .... .. ............ ..........
q
t of Governmental Limitstion on Rents and Other Charges. ........ 28
Effe
Section 20.15 c 8
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Section 20.16 Partial Invalidityi Separate Covenants.......... ......................
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Section 20.17
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Recording.......................................
8
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Section 20.18 Brokerage Commission..... .. .........••••• --••• ...• • •••••^' 28
Section 20,19 Construction..... ...... ........... ... ............ ...........
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Section 30.20 Perpetuity ...................................... ..
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28
Section 20.21 Choice of Law... ..................... 28
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Section 20.22 Joint Preparation. ..... ... .... ......... ..... .. .....
28
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Section 20.23 Interlineetion ..... .. .. .. .................. .................... ...
29
Section 20.24 Submission of Lease to Tenant ................••. ..•.......................
A .
LEASE AGREEMENT
ARTICLE I
TERM
SECTION 1.01. Commencin of the Term.
(83 he "original term of this Lease (hereafter defined) and Tenant's obligation to pay
rent and occupy the demised premises in accordance with the terns hereof shall commence an the earlier
of the following dates (such earlier date being herein called the "commencement date"): (I)-on the
date sot forth in. Section "8" of the Indenture of Lease or (2) the date on which Tenant shall first..
open the deisised premises for business, parties shall
(b) At any time after the commencement date of the term of the Lease the
execute and deliver to each other, at the option of Landlord, either an instrument in recordable form
or a letter agreenen.t prepared by Landlord, wherein Tenant shelle (1) certify that the Lease ie in
full force and effect and (2) certify the commencement and termination dates of the original term of
this Lease.
(c) This Lease and the tenancy hereby created shall cease and determine at the end of the
term hereof without the naceasity of any notice from either Landlord or Tenant to terminate the sane,
and Tenant hereby waives notice to vacate the premises and *grace that Landlord shall be entitled to
the'benafit of all provisions of law respecting the summary recovery of possession of premises from a
tenant holding over to the same extent as if statutory notice had been given.
{ d) The period commencing on the date hereof and terminating on the date immediately prior
to the commencement date is hereby referred to as the "initial tern", and the period from the
commencement date to the date of the expiration or earlier termination of this Lease shall be referred
to herein as the "original term". For the purposes of this Lease the words "the term of this Lease"
and "term hereof" shall be deemed to mean the initial term and the original term of this Laos* and all
extensions or renewals: thereof.
ARTICLE II
RENT
SECTION 2.01. Pereenta a Rent.
(a) erMtsge Rent shall be payable without prior demand and without any se-boff or
of
deduction whatsoever at the times set forth hereinafter at the place then fixed for the payment
Fixed Minimum Rent.
(,b) Not Tatar then thirty (30') days after the expiration of the first lease year"
(hereinafter defined) of the to am.hereof and, unless landlord exerciEea its option as set forth in the
next sentence hereof, thereafter not later than thirty (30) days after the expiration of each
subsequent lease year in the tere hereof, Tenant shall pay to Landlord the Percentage Rent due for the
lease year in question. In the event that Percentage Rent shall be payable for any less* year in the
term hereof. after the expiration of the first lease year containing twelve (12) complete calendar
:months, Landlord, at Landlord's option to be exareised by written notice to Tenant, may require Tenant
to pay. as additional rent, together with each monthly installment of Fixed Kiniaum Rent due hereunder
coa+eencing with the first such payment due immediately after the receipt by Tenant of such notice on
amount equal to one-twelfth (1/i m) of eighty percent (got) of the Percentage Rant payable for the
immediately preceding lease year. Thereafter, Tenant shall continue to pay such estimated payments of
Percentage Rant together with each monthly installment of Fixed Hinimum Rent due for each calendar
month In the term hereof: provided, however, that the amount of such estiested monthly payments of
Per"ntage Rent may, at Landlord's option, be adjusted at the expiration of tech subsequent lease year
after receipt by Landlord of Tenant's statement referred to in Section 2.03(b) to on amount equal to
orw -twelfth (1113th) of eighty percent (80%) of the Porcentage Rent payable for the lease year
immediately preceding such adjustment and commencing with the payment of Fixed Minimum Rent due
immediately after receipt by Tenant of notice of such adjustment. Tenant shall continuo to pay such
adjusted amount until the next adjustment. Although estimated Percentage Rent shall be payable
monthly as aforesaid, the final computation and payment shall be an on annual basis.
(c) whenever used in this Lease the words "lease year" shall seen the theism (12) full
calendar months of the term commencing with the first day of the term of this Least', provided the
commencement of the term of this Lease is on the first day of the month or, if the Leval of We Lease
commences on any day other then the first day of the month, then with the first day of the month
immediately following the commencement date and mach succeeding twelve (12) month period. In the
event that the first or lost lease year shall consist of lens than twelve (12) full calendar months,
the Percentage Rent Cross Sales Base for such shatter lasso year shall be deemed to be that portion of
such Sales Base obtained by multiplying the applicable Percentage Rent Grose Sales Bass set forth in
the Indenture of Lease by a fraction, the numerator of which shall be the number of days contained in
such shorter lease year and the denominator of which shall be three hundred sixty-five (365). in the
event the amount of the Percentage Rent Gross Sales. Use set forth herein is subject to adjustments
during the term of this Lease, and the date on which such adjustment is to occur (hareinarter referred
to as the "Rental Adjustment date") is other then the first day of a lease year,' the Percentage Rent
Gross Sales Base for the lease year in which the Rental Adjustment Date shall fall shall be the sue
of: (a) the lesser Percentage Rent Grose Sales Base set forth in the Indenture of Lease multiplied by
a fraction, the numerator of which shall be the number of days in the period commencing on the first
day of the lease year in which the Rental Adjustment Date shall fall and ending on the day immediately
prior to the Rental Adjustment Date and the denominator of which shall be three hundred sixty-five
(365), plus (b) the greater Percentage Rent Gross Sales Base set forth in the Indenture of Lease
multiplied by a fraction, the numerator or which shall be the number of days in the period commencing
on the Rental Adjustment Date and ending on the last day of the lease year in which the Rental
Adjustment Date shall fall and the denominator of which shall be three hundred sixty-five (365).
(d) It is expressly understood and agreed that Landlord does not consider the Fixed Minimum
Rent in itself a fair and adequate rental for the deaised premises and would not have entered into
this Lease unless Tenant had obligated itself to pay Percentage Rent which Landlord expects to
Supplement the Fixed Minimum Rent to provide such fair and adagratt rental return. iAsr"'i'F!
each of at least two (2) of the first three (3) full lease years in the term hereof, Tenon not
have been obligated to pay Percentage Rent in the amount as set in the Indentur se, Landlord
may, at its option, (1) terminate this Lease upon written notice to Ton at any time within
six (6) months after the receipt by Landlord of Tenant's annum nt of Gross Sales for such
third full lease year, (or, if earlier, the due date th and this Lease shall terminate and be
null and void sixty (60) days after delivery of lee; or (2) decrease the Percentage Rent Gross
Sales Base set forth in Section "D" of ture of Lease to an amount equal to the Gross Sales
reported by Tenant at the end o s year Immediately preceding the date on which Landlord sakes
the election hereunder shall thereafter pay to Landlord Percentage Rent in excess or the
decreased Per ant Gross Sales Boat for each lease year during the remainder of the term of
this ncluding' the lease year during which the Percentage Rent Gross Sales Base has been
SECTION 2.02. Grose Sal Dtfi ed.
(a) 7words "Gross ales" as used herein shall wean the gross amount of all sales of all
goods, wares and merchandise sold and 411 services performed by Tenant end/or by any subtenant,
licensee or concessionaire in, at or from the demised promises (including, but not limited too
catalogue sales made at or from the demised premises), -whether for cash, credit or other
consideration, with such other conoide otion being determined at fair market value
:and charges on all Gross Salem (without reserve or deduction for inability or failure to collecit
including, but not limited to, such sales and services (1) se s result or transactions originating in,
at or from the desissd premises, whether delivery or performance is made from the demised premises or
from some other place; (2) pursuant to mail, telephone, telegraph, closed TV Circuit, Dial-A-Buy and
other devices, automated or othervise, whereby orders are received at the demised premises at (3)
which Tenant or any subtenant, licensee or concessionaire in the normal course of its business wou14
attribute to its operations at the demised premises. Gross Sales also include all deposits not
refunded to purchasers. Each sale upon installment or credit shall be treated as a sale for the full
price in the month during which such sale shall be made, irresps6tive of the time when Tenant shall
receive payment therefor.
(b) The following shell be deducted from Grose Salta if originally included therein, or
excluded therefrom, as the case may be, provided separate records are supplied suppartinq such
deductions or exclusions, namely: (1) any exchange or merchandise between stores of Tent whets such
exchange is made solely for the convenient operation of Tenant's business and not for the purpose of
consummating a sale made in, at or From the demised premises, (2) returns to shippers or
manurecturars, (3) cash or credit refunds to customers on transactions otherwise included in Gross
Sales, (4) sales of fixtures, machinery and equipment after use thereof in the conduct of Tenant's
business in the demised premises, (5) amounts collected and paid out by Tenant for. any sales tow
imposed by any duly constituted governmental authority provided such tax is both added to the selling
price as a separate and distinct amount in addition to the regular price of Tenant's merchandise end
paid to the taxing authority by Tenant (but not by any vendor of Tenant), (6) the amount of any
discount on sales to employees, and (7), receipts from the permitted pay telephone and vending machines
referred to in Section 5.03(r). No value added tax, and no franchise or capital stock tax and no
income, gross receipts or similar tax based upon income, profits or gross receipts as such shall be
deducted from Cross Sales,
SECTION 2.03. Perc s Rent sn-s1.
(m) a er au ks eta (30th) day after the end of each calendar month it the term.
hereof, Tenant shall submit to Landlord on iteML2ad and accurete written statement signed by Tenant,
its duly authorized officer or duly authorized representative, reflecting the full amount of Gross
Sales made during the preceding calendar month. If the commencement date hereof shell not be the
first day of a calendar month, the period between the commencement date and the first day of the first
full calendar month in the term and Tenant's Grose Sales during such period shell be added to the
first calendar month for both the purpose of the computation of Percentage Rent and the purpose of
reporting of Gross Sales.
(b) Not later then the date met forth in Seetlon 2,01(b) hereof, Tenant shall submit to
Landlord a Complete written statement OF Tenant's Groan Sales far the preceding lease year in such
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.
reasonable detail as requested by landlord,_ certified by Tenant, its duly authorized officer or
representetive, accompanied by a certified statement signed by Tenant's regularly engaged independent
public accountant stating that the Gross Sales reported by Tenant are in accord with the amount
:thereof act forth an Tenant's regularly maintained books and records. Simultaneously with the
delivery of the statement referred to in the preceding sentence, Tenant shall pay to Landlord the full
unpaid balance of the Percentage Rent due and payable for such lease year, if any. In the event
Tenant is making estimated payments of Percentage Rent end Tenant is not then in default hereunder or
otherwise indebted to Landlord, any excess of estimated Percentage Rent that Tenant may have paid for
ouch lease year over the Percentage Rent actually due for such lease year shall be refunded to Tenant
within thirty (30) daysi provided, if such overpayment is for the last lease year, Landlord shell not
be obligated to refund to Tenant the amount of ouch overpayment until Tenant has fully performed all
of its obligations under the Lease, is not indebted to Landlord and has vacated the demised premises
in accordance with the provisions of this Lease. In the event Tenant is indebted to.Londlord for any
reason whatsoever, Landlord may deduct such amount owed from such overpayment.
(c) The sccaptonce by Landlord of'payftantb of Percentage Rent or reports thereof shall be
without prejudice, and shall in no event constitute a waiver of Landlord's rights to claim a
deficiency of sueh Percentage Rent or to audit Tenant's books and records as set forth in Section 3.01
hereof.
(d) If Tenant shall fell to deliver such statement as required d $action 2.03(b), within
the period get forth therein and such failure shall continue for ten (10) days after the date of
written notice of such failure from Landlord, Landlord shall have the right thereafter to employ e
certified public accountant to make such examination of Tenant's books and records as may be necessary
to certify the amount of Tenant's Grose Sales for said lease year, the certification so. made shaill be
binding upon Tenant and tenant shall promptly pay to Landlord the cost of the examination, together
with the full balance of Percentage Rent due and payable for said lease year. In addition, Landlord
my treat the failure to deliver such statements within ten (10) days after the aforesaid notice as a
Deliberate Event of Default.
(e) Tenant's obligations under this Section 2.03 shall survive the expiration or earlier
termination of this Lease.
SECTION 2.D4. Taxes.
(a) -rar the purposes of this Section 2.04, the word "taxes" shall include all taxes
attributable to improvements now or hereafter made to the $hopping Center or any part thereof or
attributable to the present or future installation in the Shopping Center_ or any part thereof of
fixtures, machineryor equipment, all real estate taxes, assessments, roll-back taxes or assessments,
water and eerier rents and other governmental impositions and charges of every kind end nature
whatsoever, nonrecurring as well se recurring, special or extraordinary as well as ordinary, foreseen
and unforeseen, and each and every installment thereof, which shall or say during the term of this
Lease be levied, assessed or imposed, or become due and payable or become liens upon, or erase in
connection with the use, occupancy or possession of, or any interest in, the Shopping tenter or any
part thereof, or any land, buildings or other improvements therein and all costs end fees incurred by
Landlord in contesting and/or negotiating said taxes, leas all amounts paid me taxes to Landlord by
the occupants of any "Separately Assessed Premises" (so defined in Section 2.04(d) hereof). The word
"taxes` shall not include any charge, such as water meter charge and sewer rent based thereon, which
is measured by the consumption by the actual user of the item or service for which the charge is made.
(b) for each "Tax Yese (as defined in Section 2,04(e) hereof) during the term of this
Lease, Tenant shall pay to Landlord as additional rent (hereinafter called "lax Rent"), the amount
obtained by multiplying_ the total of all taxes payable during such lax Year by a fraction, the
numerator of which shall be the square feet of floor area of the,Aoaiasd premises and the denominator
of which shall be the square feet of all "leasable floor area" (as defined in Section 2.04(d) 'hereof)
in the Shopping Center computed as of each date Landlord has a aright under Section 2.04(e) two bill
Tenant for an installment of Tex Rent. On account of Tax Rent, Tenant shall pay monthly, in advance,
as additional rent, together with each monthly installment of fixed Minimum Rent, without demand or
setoff, the amount set forth in Section "I" of the Indenture of Lease. Such amount may be adjusted by
landlord at any time during the term hereof to an amount egial to one-twelfth (1/12) of the Tax Rent
payable by Tenant for the preceding Tax Year. If Tenant's payment on account of lax Rent for any lax
Year exceeds the actual amount payable by Tenant as Tax Rent for such Tax Year and Tenant is not in
default hereunder or otherwise indebted to Landlord, tandlord shall credit such excess to Tenant's
future tax obligatittna provided, if such overpayment is for the last Tax Year, Landlord shall not be
obligated to refund to Tenant the amount of such overpayment until Tenant has fully performed all of
its obligations under this Lease, in not indebted to Landlord and has vacated the domired promiess in
accordance with the provisions hereof. In the event Tenant is indebted to Landlord for any reason
whatsoever! Landlord may deduct such amount owed from such overpayment.
lc) Landlord shall have the right to bill Tenant for Tax Rent during each Tax Year after
each receipt by Landlord of a bill, assessment, levy, notice of imposition or other evidence of taxes
due or payable all of which are hereinafter collectively referred to as a "tax bill" (whether such
bill is a final bill, an estimate of annual taxes or represents a tax bill based upon a final or
partial assessment or determination). Tenant shall pay the balance of its Tax Rent within thirty (30)
days of receipt from Landlord of a written statement setting forth the taxes for which Landlord has
roteivcd a tax bill, Tenant's share of taxes, and Tenant's payments theretofore made on account of Tar
Rant. In making the computations as aforesaid, a tax bill or photocopy thereof submitted by Landlord
to Tenant shall be conclusive evidence of the amount of the taxes included in the computation of the
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Tax. Rant in geestion; providgd, however, Landlord shall have the right to bill- tenant for Tenant's
share IIf the Tax Rent for thhee last lease your in the term hereof whether or not Landlord shall
theretofore have received a tax bill covering the, period from the dote of the tax bill which formed
the btsis of the most recent installment on account of Tax Rent billed to Tenant to the expiration of
the term hereof. If Landlord has not received a tax bill for such period, Landlord shell estimate the
amount of such last installment of Tax Rent an the basis of information contained in the tax bill most
recently received by Landlord, subject to adjustment when Landlord receives a tax bill which includes
the period from the date of such tax bill to the expiration of the term hereof. Tenant shall pay such
adjusted amount upon billing by Landlord.
(d) For the purposes of this Leaser the words "Separately Assessed promises" shall mean
only BsCh of the following portions of the Shopping Center which are in fact separately assessed or
for which the amount of taxes actually assessed is readily ascertainable or which are used in
connection with the operation of a department store or portions of the Shopping Center which are
owned, leaved to or otherwise occupied by s department store or portions of the Shopping Center which
are owned, leased to, or otherwise occupied by a variety or specialty store. For purposes of this
Lease s "variety or specialty store" is an occupant Yhich Inns$ or occupies 15,000 aq?are feet or
more of building space -in the Shopping Center. for the purposes of this Lease the words "leasable
floor *roe" shall mean the square feet of floor arcs in enclosed buildings which are erected on
portions of the Shopping Canter other than Sei;erstely Assessed premises and which are designed
exclusively for use and occupancy by Tenants other than occupants of Separately Assessed Promises and
which are open for business by such tenants. *
(e) For the purpose of this Lease the words 'tax Year" shall wean the twelve (12) full
calendar months of the term commencing with the January let Immediately fallowing the commencement
date sod ending December 31st of such calendar year and each succeeding, twelve (12) month period
thereafter commneing in the term of this Lease; provided, however, the first tax Year shall fiance
on the commencement date and terminate on the 'iftoed atply succeeding December 31st.
f) If for reasons other than Tenant's default the term of this Lease terminates on a date
other then the last day of a tax Year, Tenant's Tax Rent shell be equitably pro-rated.
Notwithstanding anything herein to the contrary, for the purpose of computing the Tax (tent due for the
first Tax Year, all taxes (equitably pro-rated) payable during the calendar year in which the first
Tax year shall fall shall be deemed payable during the first Tax Year.
(g) If, after Tenant shall have made the required annual payment of Tax Pont, Landlord
shall receive a refund of any portion of the taxes included in the computation of such Tax Rent,
provided Tenant is not then in default hereunder, -Landlord 'shall credit to Tenant that percentage of
the net refund after deducting all costs and expenses (including, but not limited to, attorneys' and
appraisers' fees) expended or incurred in obtaining such refund, which the portion of the taxes in
glestion paid by Tenant bears to the entire amount of such taxes immediately prior to the refund
Tenant shall not institute any proceedings with respect '-to the assessed valuation of the Shopping
Canter or any part thereof for the purpose of securing a tax reduction. In the event the Landlord
shall retain any consultant to negotiate the amount of taxes, tax rate, assessed value and/or other -
factors influencing the amount of taxes and/or institute any administrative endlor legal proceedings
challenging the tax rate, assessed value or other factors influencing the amount of taxes, whether or
not such action results in a reduction in the amount of taxes, Tenant's Tax Rent shall include the
portion of the aggregate of all such 'reasonable fees, reasonable atterneya' and appraisers' fees and
ell disbursements, court costs and other similar items paid or incurred by Landlord during the
applicable Tax Year with respect to such proceedings which in obtained by multiplying the aggregate of
such some by the fraction set forth An Section 2,04(b) hereof.
(h) If at any time during the tern of this Lease, under the laws of any one or more
jurisdictions in which the Shopping Center is located, a tax, imposition, charge, asesssment, levy,
excise or license fee Ia levied on, imposed against or measured, computed or determined, whether an a
substitute or not for the whole or any part of the taxes now levied, assessed or imposed on real
estate as such, there shall be levied, assessed or imposed (1) a tax on the rents received from such
real estate, or (2) a license fee measured by the rents receivable by Landlord from Landlord's Parcel
or any portion thereof, or (3) a tax or license fee imposed upon Landlord which is otherwise measured
by or based is whole or pert upon Landlord's Parcel or any portion thereof, or (A) an income or
franchise tax, then the some shall be included in the computation of taxes hereunder, computed as if
the amount of such tax or fee so payable were that du if Landlord's Parcel were the only property of
Landlord subject thereto. In addition to the foregoing, should any governwntal authority acting
under any existing or future law, ordinance or regulation, levy, assess or impose a tax, excise and/or
aseeaemamt upon or against this Lease, the execution hereof and/yr the Hirnimvm Rent, or any item of
additional rent payable by Tenant to Landlord whether by way or substitution for or in addition to any
existing tax or otherwise, and whether or not evidenced by documentary ota+apo or the like, Tenant
shall be responsible for and shall pay such tax, excise and/or assessment, or shall reimburse Landlord
for the amount thereof, as the case stay be.
(i) Tenant's obligations under this Section 2.04 shall survive the expiration or earlier
termination of the term of this Lease,
(j) In the event of any dispute as to the floor area in the Shopping Center or any portion
thereof (other then the leased premises which shall be determined by the provisions of the Indenture
of ),ease), the determination of Landlord's architect shall be binding upon the parties,
SECTION 21.05. Additional Rent.
All sumsoey or charges required to be paid by Tenant under this Lease, whether or not
Provided. however, ir no event shall Tenants share of the Tai Rent be computed an
r,# a basis of less then seventy-five percent (75%) occupancy of the Sltoptino Center
?I` re?arcles5 of argue] occupancy, less 5cl?aratQly Assessed PrcmLses.
the some are designated "additional rent". shall for all purposes hereunder be, deemed and shall be
paid by Tenant as rent. If such saounts or charges are not paid at the time provided in this Lease.
they shall nevertheless, if not paid when due, be collectible as rent with the next Installment of
Fixed Minimum Rent thereafter falling due hereunder and shall best interest from the due date thereof
to the date of payment at the highest rate allowed by law.
ARTICLE III
BOORS OF ACCOUNT AND AWIT
SECTION 3.01. Tenant's Records.
(a) Tenant coren Fean and agrees that the business of Tenant and of any subtenent, licensee
or concessionaire upon the demised premises shall be operated so ttwt a duplicate dated sales slip,
dated invoice or dated cash register receipt, serially numbered, shall be issued with each sale or
transaction, whether for cosh, credit or exchange, and to record all cash sales Tenant shall utilise,
or cause to be utilized, -cash registers empipped with ieeled continusus total or oueh other devices
for controlling sales as Landlord shall approve. Furthermore, Tenant shall keep at all times during
the term hereof at the demised premises or at the general office of Tenant,' full, complete and
accurate books o account and records in accordance with accepted accounting piwtices with respect to
all operations of the business to be 'conducted in or from the demised premises including, without
limitation, the recording of Gross Sales and the receipt of all merchandise into and the delivery of
all merchandise from the demised premises during the tern hereof and shall retain such books and
records, copies of all tax reports submitted to the appropriate taxing authorities, as well as copies
of contracts, vouchers, checks, inventory records, dated cash register tapes and other documents and
papers in any way relating to the operation of such business (all of which are hereinafter
collectively referred to as "books and records"), for at least three (3) years from the end of the
lease year to which they are applicable, or, if an audit is commenced or if a controversy should arise
between the parties herein regarding the rent payable hereunder, until such audit or controversy is
terminated even though such retention period may be after the expiration of the tern, of, or earlier
termination of, this Lease. Such books and records shall at all reasonable times during the eforesaid
retention period be open to the inspection of Landlord orits duly authorized representatives, who
shall have full and free sceosa to such books and records, the right to audit such books and reeprda
and the right to require of Tenant, its agents and employees, such information or explanation with,
respect to such books and.records as may be necessary for a proper examination and/or audit thereof.
(b) In time event Tenant violates the provisions of Section 3.01(a) and as a result of such
violation, Landlord, or its duly authorized representative, Is unable to conduct a proper examination
and/or audit, the parties agree that Landlord shall have, been deprived of an important right under
this Lease and, as a result thereof, will suffer damages in an amount which is not readily
ascertainable and thus, in such event, Landlord, in addition to and not in lie of any other remedies
which Landlord has under this Lomas, at law or in equity, shall have the right, at its option, to
collect, ae liquidated drmages and not as ¦ penalty, an amount equal to twenty percent (201) of the
greater of (a) Percentage Rent reported for the period or periods in question, or (b) the annual fixed
Minimum Rent payable for the period or periods in question.
SECTION 3.02. Audit.
If tha examination and/or audit referred to in Section 3.01 shall diacloee that Tenant has
understated its Gross Sales by one percent (11) or earn for the period being examined, tenant shall
pay to Landlord, upon demand, the coast of such examination and/or audit in addition to the deficiency
in Percentage Rent which shall be payable in any event. In addition, Landlord:msy treat the existence
of such liability as a Deliberate Event or Default.
ARTICLE IV
CONSTRUCTION OF LEASED PREMISES
SECTION 4.01. Lonatruction tt Landlord.
Landlo . a its ooJ-7RT-expense, shall construct the demised premises incorporating in
such construction all items of work described as Landlord's Mork in Exhibit "A" attached hereto and
made a part hereof (.oil swh items are hereinafter collectively referred to me "Landlord's Mork"),
Landlord 'shall have the exclusive right to determine the architectural design end the structural,
mechanical and other standard details and specifications of Landlord's Work, including, but oo.t
limned to, the type of materials and the manufacturer and supplier thereof.
SECTION 4.02. T is v ants and Fixtures.
(m) WiSin r ye e r analora,a architect provides Tenant with Outline Plans:'
for the dealsed premises, Tenant shall furnish to Landlord, for Landlord's approval, complete working
drawings and specifications, pursuant to Exhibit "A".
(b) within ten (I0) days after the notice of approval of tenant's complete working drawings
and specifications, by Landlord's architect,' Tenant shall, at its sole coat and expense, subject to any
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provisions for reimbursement set forth in the Indenture, commence and thereafter promptly complete all
the work and other requirements imposed upon: Tenant in Exhibit "A", (all such items being herein
referred to as "Tenant's Mork"). In the event Landlord. on Tenant's behalf, shell perform any work or
install any equipment included in Tenant's Work, Tenant, within fifteen (15) days after receipt of a
bill therefor, shell pay to Landlord, as additional rent, a sum equal to all sum paid and costa
incurred by Landlord in performing such work and/or installing such equipment plus administrative
costs of Landlord in a sum equal to twenty percent (20%) of such sums and/or costa. Notwithstanding
anything contained in this Section 4.02 to the contrary, Landlord shall not be responsible or liable
to Tenant,: Its agents, servants, employees-, licensees, or contractors, or their respective agents,
servants, employees, licensees or contractors, for any loss or damage to the property of such party
occurring prior to or subsequent to the commencement of the term. Nothing in this Lease shall be
construed as in any way constituting a consent or request by Landlord, expressed or implied, by
inference or otherwise., to any contractor, subcontractor, laborer, or materialman for the performance
of any labor of the furnishing of any materiels for any specific or general improvement, alteration,
or repair of or to the demised' promises or to any buildings or im,provewents thereon, or to any 'part
thereof.
SECTION 4.03. Financing.
Landlord reserves the right to sever the ownership of or title to the various sections of
the Shopping Center and/or to place mortgages on said sections, in which case the right of Tenant and
other tenants in the Shopping Center will be preserved by a written declaration or agreement, to be
executed by Landlord and'. duly recorded, creating mutual, reciprocal and interdependent rights to use
the parking and 'other comimon areas and the utilities and facilities needed for the full use andl
enjoyment of the demised premises by Tenant and other tenants or occupants in the Shopping Center
without impairing, any of the duties and obligations of Landlord to Tenant under this Leese. Tenant
shall execute from tine to time such instruments reasonably required by Landlord and its mortgagee to
effectuate the provisions of this Section 4.03.
SECTION 4.04. Excuse of Performance.
hetwi s;tendTinq pnyEFifng-in this Lease to the contrary, if Tenant shall be delayed or
hindered in or prevented from performance of any act required hereunder by reason of any strike, lock-
out, labor dispute, civil commotion, warlike operation, Invasion, rebellion, hostilities, military or
usurped power, sabotage, governmental regulations or controls, failure of power, inability to obbin
any material or service, Act of God or other reasons of a like nature not related to the fault of
Tenant, then performance of such act by TenanE shall be excused for the period of the delay and the
period for the performance of any ouch act by 7anant shall be extended for a period equivalent to the
period of such delays provided, however, the foregoing provision of this Section 4.04 shall not exeuse
Tenant from the prompt payment of Fixed Minimum Rent, Percentage Rent,iex Rent, additional rent or
any other payments required by the term of this Lease. Notwithstanding anything in this Lease to the
contrary, Landlord shell not be deemed in default with respect to the performance of any of the terms,
covenants and conditions of this lease if Landlords failure to perform such terms, covenants and
conditions is due to any strike, lockout, labor dispute, civil cowtotion, warlike operation, invasion,
rebellion, hostilities, military or usurped power, sabotage, governmentel regulations or controls.,-
failure of power, inability to obtain any material, service or financing, Act of God, fire or other
casualty or other cause, whether similar or dissimilar to those enumerated in this Section, which is
beyond the reasonable control of Landlord.
ARTICLE V
COMMIT OF BUSINESS
SECTION 5.01. Use of premises.
(a) _ExCepT ess otTecwise specifically provided herein, commencing on the commencement data
and thereafter for the balance of the term of this Leese, Tenant shall continuously occupy and use the
demised premises solely for conducting the business specified in the Indenture of Lease as the
permitted use, and will not use or permit or suffer the use of the dealsed promises for any other,
business or purpose. In addition, Tenant agrees that Tenant shall not operate or cause or permit to
be operated any catalogue, mail, or telephone order sales in or from the demised premises except the
incidental sale of merchandise which Tenant is permitted to sell over the counter to customers in the
desized premises pursuant to the permitted use sat forth in the Indenture of Lease. The authorisation
of the use of the premises for the business purposes set forth in the Indenture of Lease does not
constitute a representation or warranty by Landlord that any particular use of the premises is now or
will continue to be permitted under applicable laws or regulations.
(b) Tenant shall not permit, allow or cause any of the following to be conducted in the
demised premises: any public or private auction, or arty sale which would indicate to the public that
Tenant is barnksvpt, is going out of business, or has lost its lease. Tenant shall not use or permit
any use of the demised premises, except in a manner consistent with the general high standards of
merchandising in the Shopping Center, nor shall Tenant's advertising indicate or infer that Tenant is
operating its business in a manner which is not consistent with the general high standsrds of
merchandising in the Shopping Center. Nothing contained in this Section 5.01(b) shall effect or is
A '
intended to affect Tenant's pricing policies.
(c) Because the adeq.+acy of the rental hetoWder is dependent upon Tenant's Groat Sales
whether or not percentage Rent is payable hereunder, Tenant agrees that commencing with the
commencement date and thereafter throughout the term of this Lease, Tenant will continuously, actively
and diligently operate or. cause the permitted business to be operated in good faith and in an
efficient, businesslike and respectable manner, maintaining in the demised promise a full staff or
which
employees and a full stock of seasonable merchandise of the quality, kind, type breadth and
Tenant usually sells, and employing Tenant's best continual efforts and abilities to the end that the
maximum Gross Sales which con reasonably be produced from the demised premises shall be produced.
Tenant shall not use or permit any use OF the desised premises, or any part thereof, in a manner which
in Landlord's opinion would injure the reputation of the Shopping Center or the neighborhood of which
it is a pert.
(d) Throughout the term of this Lease, Tenant shall cause its store to reaain open from
MOO A.M. until at least 9:3() P.M. each day of the week and those hours on Sundays and holidays
during which the enclahk mall is open to the public. Tenant agrees that the hours during which
Tenant is obligated to operate may be changed by Landlord' from time to time, provided that landlord
will not act in a discriminatory manner.
(e) Tenant shell operate and/or advertise the business operated at or from the demised
premises only under the name set forth in the first page of the Indenture of Lease, unless end until
the use of another name is permitted, in writing, by Landlord.
SECTION 5.02. Stow e.
Tanan?T warehauss, store and/or stock in the leased premises only such goods, wares and
merchandise as Tenant is permitted and intends to offer for sale at retail in, at or from the leased
premises. this shall not preclude occasional emergency transfers of merchandise to other stores of
Tenant, if any, not located within the Shopping Center.
51ECTION 5.03. Addit ona Use 9f tM Premises..
Tenant covenants and agrees he 'tenant at its own cost and expense:
(a) Will keep all-exterior-and interior store front surfaces clean and will maintain the
rest of the demised premiece and all corridors and loading areas immediately adjoining the demised
premises in a clean, ordarly and sanitary condition and free of insects, rodents, vermin and other
pests;
(b) Will not permit accumulations of any refuse, but will remove the some daily and keep
such refuse in odor-proof, rat-proof containers within the interior of the demised praiaisas shielded
from the view of the general public until removed and will not burn any refuse whstmoever but will
cause all such refuse to be reproved by such parson or companies, including Landlord. as may be
designated in writing by Landlord and will pay all charges therefor{ will secure all wet garbage in
heavy-duty trash bags; and will make special arrangements for the disposal of any fate', oils, grosses
end/or batter. If Twant shall fell to remove all such refuse, or should fail to make special
arrangements for the disposal of any fats, oils, greases and/or batter, Landlord may remove or diepoae
of the same and Tenant shell pay to Landlord all sums and coots incurred by landlord in performing
such removal or disposal plus administrative costs of the Landlord in a sum equal to twenty percent
(20%) of such euos and/or coats as additional rent;
(c) will replace promptly with glass of like kind and quality any plate glass or window
glass of the demised premises which may become cracked or broken;
(d) Will not, without the Landlord's prior written consent, place or maintain any
merchandise or other !articles in any vestibule or entry of the demised premises of witfiin two (2) feet
of any entrance from the doMsed premises to the enclosed mall, on the footwolks edjscent thereto or
elsewhere on the exterior thereof;
(e) Will not use or permit the use of any apparatus, or sound reproduction or transmission,
or any musical instrument, in such •Anner that the !found so reproduced, transmitted or produced shall
be audible beyond the confines of the prawisea, end will not use any other advertising medium,
including without limitation flashing lights, or search lights which may be heard or experienced
outside of the leased prewisee;
(f) Will keep all mechaniical apparatus free of vibration and noise which may be transmitted
beyond the confines of the demised premises;
(g) Will not cause or permit objectionable odors to emanate or be dispelled from the
demised premises';
(h) Will not solicit business, distribute handbills or other advertising matter or hold
demonstrations in the parking areas or other Common Areas;
(i) will not permit the perking of delivery, vehicles so as to interfere with the use of any
driveway, walk, parking area, or other Common Areas in the Shopping Center;
(j) will comply with all notices. orders, laws and ordinances, including all environmental
laws and laws relating to wastes and hazardous materials and any environmental state, county or local
laws or regulations, the Comprehensive Environmental Response, Compensation and Liability Act of 1960
and the Resource Conservation and Recovery Act or 1976, as amended from time to time, with any pro-
approvals, if required, to he granted by the respective governmental agency, and all recommendations
of the Association of Fire Underwritara, Factory mutual Insurance Companies, the Insurance Services
Organization, or other similar body establishing standards far fire insurance tatings with respect to
the use or occupancy of the premises by Tenant, and will petticipste in periodic fire. brigade
instruction and drills at the request of Landlord and will supply, maintain, repair and replace for
7 _
the demised premises any fire extinguishers or other fire prevention equipment (including installation
of approved hoods and ducts if cooking activity is conducted on the premisga) required by the
aforearentioned rules, regulations and Association or other body in order to obtain insurance at the
lowest available premium rate throughout the term of this Lease; and will not engage in the treatment
of any waste, except as permitted or required by law and subject to the consent of the landlord and
the issuance of all appropriate licenses and permits and compliance with all laws and regulations
relating to such treatment;
(k) Will not receive or ship articles of any kind except through the facilities provided
for that purpose by Landlord and will not permit any delivery of goods, supplies, merchandise, or
fixtures to or from the leased premises to be made through any of the enclosed sells unless the leased
remises have no entrance other than on such a mall, in which letter case Tenant shall use its best
efforts to schedule such deliveries outside Shopping Center business hours, except with Landlord's,
approval in emergency situations=
(l) Will light the show Mirfdgws of the dosived:promises and exterior signs each day of the
year to the extent which shall be required by Landlord but in no event later than one hour after the
close of the Center;
(m) for any exterior entrance or service door exclusively serving the demised premises,
will keep all outside areas immediately adjoining the same including, but not liO.4:tad to, sidewalks
and loading docks free from ice and snow and Tenant hereby agrees that Tenant is ao:laYy:liable for any
accidents occurring on said outside areas due or alleged to be due to any sccu461ation of ice and
an",
(n) Will refer to the note of the 5hopping Center in all advertising done to, promote salts
at the demised premises;
(a) Will, if required by Landlord, install, inspect and maintain filtration devices,
including, without limitation, grease traps, oil splitters and/or acid neutralizers, in and on
tenant's sewage lines prior to any discharge of water or sewage froa the demised premises Into
Landlord's newer lines. In the event that Tonent shall fail to install, inspect or maintain the
aforesaid filtration devices, Landlord may undertake such installation, inspection and/or maintenance
and Tenant shall pay to Landlord' all sums and costs incurred by Landlord' in performing_ such
installation, inspection acid/or maintenance plus administrative costs of the Landlord in s sun equal
to twenty percent (20x) of such sues and/or coats aa'additional rent.
(p) Will not use the plumbing facilities for any other purpose than that For which they are
constructed and will not permit any foreign substance of any kind to be thrown therein and the expense
of repairing any breakage, stoppage, seepage or damage, whether occurring on or off the premisest
resulting from a violation of this provision by Tenant or Tensnt's employees, agents or invitees 'shall
be borne by Tenant. All grease traps and other plumbing traps: shall be kept clean and operable by
Tenant at Tenant's own east and en*nse;
(q) Will not permit any shopping carts in the Common Areas even if taken there by
customers;
(r) Will not place or cause or permit to be placed within the demised premises, pay
telephones, vending machines (except those for the exclusive use of tenant's employees) or smusament
devices of any kind without the prior written consent of Landlord';
SECTION '5.04. Rules and R lotions.
(s} t?ia rssarvss right from time to time to adopt arnd promulgate rules and-
raguletions-applicable to the demised premises and the Shopping Center and to amend and supplement
such rules and regulations. Notice of such rules and regulations and of any amendment and supplements
thereto shall be given to Tenant and Tenant agrees thereupon to comply with and observe all such rules
and regulations, provided that, to the extent practicable, the safe shall be applied uniformly to
substantiall all non-department store retail tenants of the Shopping Center.
(b? Landlord's rights and remedies in the event Tenant shall foil to comply with and
observe such rules and regulations shell be the ease se though such rules and regulations were set
forth in Section 5.03 of this Lease.
ARTICLE VI
GRANT OF CONCESSIONS
SECTION 6.01. Conditions to Grant.
The 'pro vis on'aga ns a letting elsewhere contained in this Lease shall be applicable so as
to prohibit Tenant from granLins concessions without the consent of landlord tar. the operation of one
or more departments of the business of Tenant, and any grant of concessions consented to by Landlord
eholl be subject to the conditions that (a) each such concession which may be granted by Tenant shall
be subject to all the term and provisions of this Lease; (b) the Gross Sales from the operation of
each such concession shall be deemed to be a part of the Gross Sales of Tenant for the purpose of
determining the Percentage Rent payable to Landlord; (c) all of the provision hereunder applying to
the business of Tenant including, but not limited to, the provisions of Article* IT and III shall
apply to each such concession; (d) unless otherwise approved in writing by Landlord, such department
or departments shall be oporsted only as part of the business operation generally conducted by Tenant
on the demised premises and under the advertised name of Tenentl and (e) at least gov.enty-five percent
(75x) of the sales floor area of the leased promises shell at all times be opsrstsd directly by
Tenant.
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ARTICLE VII
COMMON AREAS
SECTION 7.01. Definition; Control.
All areas, speCe,`F6011ities, equipment, and signs, to the extent wade available by Landlord
for the common and joint use. and benefit of Landlord, Tenant and other tenants and .occupants of the
Shopping Center, and their respective employees, agents, subtenents, concessionaires, licensees,
customers and other invitees, are collectively referred to herein as "Common Area". If and to the
extent made available by Landlord, Common Areas Shall include, but not be limited to, the sidewalks,
perking areas, access roads and drives, driveways, parking decks, bridges, landscaped areas, truck
serviceways, tunnels, loading docks, open and enclosed pedestrian walkways, corridors and malls,
courts, stairs, ranpo, elevetors, escalators, comfort and first aid' stations, pubiic washrooms,
community hall or auditorium, parcel pick-up stations and utility lines. All Common Areas in or. about
the Shopping Center shell be subject to the exclusive control of landlord. Landlord shall operate,
manage, equip, clean, light, surface and maintain the Common 'Areas all in such wanner as landlord, in
its sole discretion, may, from time to time, determine (including, without limitation, the right to
keep the enclosed mall aptn only during the hours when the Shopping Center is open for business) and
Landlord shall have the sole right and exclusive authority to employ end discharge all personnel with
respect thereto. Landlord hereby expressly reserves the right from time to time to construct,
maintain and operate lighting 'and 'other facilities, equipment and signs on all of the, :Common Aresel to
clean the Common Areasi to use and ellaw others to use the Common Areas for any 'purpose to change the
size, area, level, location and arrangement of the Common Areas; to build multi-story and/or
subterranean parking facilities; to regulate parking by tenants and other occupants of the Shopping
Center and their respective employees, agents, subtenants,, concessionaires and licensees; to enforce
parking charges (by operation of meters, or otherwise) with oppeopriate previsions for parking ticket
validation for tenants; to close temporarily all or any portion of the Common Areas for the purpose of
making repairs, changes or alterations thereto or perforating necaasary maintenance in connection with
any emergency, in connection with closings resulting from adverse weather conditions or for any other
purpose whatsoever, whether such purpose is similar or dissimilar to the foregoing; to discourage non-
customer parking; to establish, modify and enforce reasonable rules and regulations with respect to
the Common Areas and the use to be wade thereof. For the 'term of this lease Tenant is hereby given
the license in common with all others to whom Landlord has or may hereafter great rights to owe, the
Common Areas as they may from time to time exist; provided, however, that if such license shall at any
time _be'revoked, in whole or in part, or the size, area, level,' location or arrangement, of such Common
Areas or the type of facillties at any time forming a part thereof be changed altered, rearranged or
diminished, Landlord shall not be subject to arty lio4illty therefor, nor shell Tenant be entitled to
any compensation or diminution or abatement of rent therefor, nor shall such alterston,
rearrangement, revocation, _change ' or diminution of such -Common Areas be 0gomed a constructive or
actual eviction or otherwise be grounds for terminating at modifying this tease.. In order to
establish that the Shopping Center or any portion thereof is and will continue to remain private
property and to. prevent a dedication thereof or the accrual of any rights to any person or to the
public thereon, Landlord hereby reserves the unrestricted right, in Landlord's sole discretion, to
close all or any portion of the Conran Areas to such extent an, in the opinion of the tandlatd'a
counsel, may be legally sufficient to prevent such dedication thereof or accrual of miry rights to any
person or the public thereon) provided, however, Landlord reserves the right at any time and Tram time
to time to dedicate to public use port or all of the ring roads, access road, and drives and utility
lines, together with all easements required to effectuate such dedications, as it may act Tit.
SECTION 7.02. Parking Fs_clli?i, ,
Tenant"-i a"T1 cause It and its employees to park only in the outer aroma of the parking lot
or such places as provided and designated 'from time to time by Landlord for employee parking.' Within
ten (10) days after a request by Landlord, Tenant shall deliver to Landlord s list of Tenant's and its
employees' automobiles, which such list shall set forth the description of and the 'license numbers
assigned to such automobilesand their state of issue. Thereafter, Tenant shall advi*c Landlord of
any changes, additions or deletions in such list. If any automobile appearing on said list is parked
in any ores of the Shopping Center other then the area designated by Landlord at any time after
Landlord has given notice to Tenant or Tenant's store manager that the same automobile has previously
been parked in violation of this provision, then Tenant shall pay to Landlord the sus of Twenty-Five
WIlars ($25.00) pet day for each such automobile for each day (or part thereof) it its parked in
violation of this provision. 'Tenant shall pay such suit to Landlord within ten (10) days after receipt
of notice from Landlord. In addition to the foregoing, Tenant hereby authorized Landlord in such
event to remove from the Shopping Center any of Tenant's automobiles, or automobiles belonging to
tenant's employees, and/or to attach violation stickers or notices to Such automobiles, and Tenant
hereby waives and releases Landlord and hereby indemnifies and holds landlord harmless from all
claims, liabilities, casts and expenses which may arise therefrom.
SECTION 7.03. ?R.oof Malls Changes and Additions to Center.
(S) EMord hereby reserves a exc usive rR t at any time and from time to time to use
all or any part of the roof , and exterior walls of the demised premises for any purposel to erect
Scaffolds, protective barriers or other aids to construction an, around and, about the exterior of "a
9
Qeaised premises, provided that access to the demised premises shall not be Substantially denied; to
center the demised premises to shots the foundations and/or walls thereof and/or to install, maintain,
use, repair, inspect and replace PiPss, d tta, conduits and wires leading through or lorhted adjacent
to the demised premises and serving other parts of the Shopping Center in locations which do not
materially interfere with Tenant's use thereof. Tenant further agrees that Landlord may make any use
it dselres of the side or rear walls or ceiling space of the demised premises, provided that there
shall be no enCroachment upon the interior of the demised premises. Landlord's right hereunder may be
exercised by Landlord's designees.
(b) Landlord hereby reserves the right at any time to make alterations or additions to, and
to build additional stories on, and to build adjoining to, 7in4 building in which the desised promises
are contained, and Tenant shall have no interest of any whatsoever in the amid additions or
additional starq or adjoiningbuildings. Landlord also reaas the right to enlarge the area of the
Shopping !COM41s'by adding additional ground thereto from time to time sod, whether or not so enlarged,
to construct other buildings or improvements in the Shopping Center at any time and from ties to time
.and to Sake alterations thereto or additions thereto end to build additional stories on such building'
or buildings and to build adjoining the ease and to construct double-deck elevated or subterranean
parking facilities.
(c) If any excavation shall be wade or authorized to be made upon land adjacent to the
lessed premises, Tenant shall afford to the person causing or authorized to cause such excavation
license to enter upon the leased premises for the purpose of doing such work as Landlord shall deem
necessary to p"rve the wall or the building of which the leased piesisema form a part from injury or
damage and to support the same by proper foundations, without any claim for damages or Indemnification
against Landlord or diminution or abatement of rent.
(d) Landlord' shall' not be liable in any such case for any inconvenience, disturbance, lose
of business or any other annoyance arising from the exercise of any or all of the rights of Landlord
in this Section 7.03.
SECTION 7.04. Right to.Reldce e.
The purpose o p on hereto amexed as Exhibit 06" is solely to show the a7?pr0ximatc
location of the demised premises. Landlord hereby reserves the right at any time and from Use to
time to make- changes or revision in such plan, including, but not liaited to, additions to,
subtractions from, and/or relocations or rearrangements of, the buildings, parking aress, and ether
Common Areas (as defined in Section 7.01 hereof) shown on such plan; provided only that the size and
location of the demised premises shall not be altered and roommosble access thereto 'shall nat be
substantially impaired= provided, however,' that Landlord reserves the right to relocate a kfook
promises, at its sole expanse, to a location of #Qual desirability upon fifteen (13) days notice to
Tenant.
SECTION 7.05. E es.
Lsndlo subj t to the Common' Area Payment as set forth in Section 7.06) will at its
expense operate and maintain or cause to to operated and maintained tht Common Areas and the Shopping
Center. For the purposes of this Lease, "Operating -Costa* shall be time costs of operating and
maintaining, or of causing the operation and maintenance of, the Common Areas and the Shopping Center
of which the demised' premises forms a pert in s manner deemed by Landlord to be reasonable and
appropriate including, but not limited to, all costs and expenses, whether expanded or incurred of
repairing, lighting, cleaning, painting, refurbishing, replacing end maintaining (including, but not
limited to, preventive maintenance) and insuring the same with such policies and companies and in such
limitsas selected by Landlord (including, but not limited to, fire Insurance with extended "IV rage,,
liability insurance covering personal injury, deaths and property damage with s personal injury
eindorsement cowering false arrest, detention or imprisonment, malicious prosecution, libel and
slander, and wrongful entry or eviction, workman's compensation insurance, plate glws insurance,
Sontractuol liability insurance and fidelity bonds); raexwi(W snow ice, rubbish and dmbrial
inspecting; rental and depreciation (over s period not exceeding sixty 160) months) of mothinery sod
equipment and other non real estate assets used in the operation and mi ntenanCe of the Snapping
Canter; repairing and/or replacing of paving, roofing, curbs, walki+eys, landscaping, drainage, on-site
water lines, santary sewer lines, storm water lines, electrical lines and other equipment serving the
property an which Shopping Center or any part thereof is owatruoted or is to be constructed boating,
ventilating and air conditioning enclosed Common Areasl uniforms and replacement of univorm; the
rental of witic programs, servieft and loudspeaker systems including the furnishing of electricity
therefore all charges that may result from any envlronaental or other laws, rules, regulations,
guidelines or orders, the cost of obtaining end operating public transportation or shuttle bus eystams
used in oonnect;pn with bringing customers to the Shopping Cantors the gross compensation of all
personnel required or necessary to implement the operation. smintenancs, administration, or repair of
the Shopping Center including, without limitation, management, secretarial, office, maintenance
personnel, the cost of compensating Landlord's off-site personnel involved in the administration of,
and providing services to, the Shopping Center, including, without limitation, legal, accounting and
secretarial personnel, based upon on apportiw+oent of Such compensation among all properties In which
Landlord or its affiliates own an equity interest and to supervise and accomplish the foregoing and an
administrative charge equal to fifteen percent (15%) of the total of all Operating Costs.
SECTION 7.06. Consort Area Pm nt.
(a) 'Far eat nq Parlod" (se defined in section 7.116(f) during the tarsi of this
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Lease, Tenant shall Par to Landlord, as additional rent, as Tenant's share of the operating Costs, a
sum equal to the product obtained by multiplying (i) the total Operating Coats for such AQDalenUrml
Period less all contributions thasatc actually cede to Landlord by occupants of nary Sworately
Assessed 'Promisee. by (ii) a fraction., the numerator of which shall be the .Wars feat of flack area of
the doIimed promises, and the denominator of which swell be use e9jue feet of leased floor area in
the Shopping tenter. For the purposed of this $cations 1040sd floor area shall aaan the agnate feet
of floor area In enclosed buildlrlp whirls are created an portions of use ShWIM Canter otJrar than
Separstair Assessed Premises as defined in Section 2.a(d), which an designed exclusively for use and
occupancy by toments other than occupants of Separstalr Assessed Ptaaelsee, end. sasich arm occupied
pursuant to an agreeasnt with Landlord by the tarma 6 which Landlord obtains more than a nominal
rental. All such floor area shall be ss determined pursuant to the Provisions of Section 2.e4(j) Brad
shall be fixed as of the last day of the applicable Accounting Paried.
(b) On the first day of each cmiendar month during that portion of the tore hereof falling
within tho first Accounting Pariod, Tonsot shall pay to ten4.10p0i iR edvsrsea, and se additional rent,
without demand and without any setoff or, deduction, a od)niw?m payomt. for Tonantia 'elgatls of. the
Operating Coats as sat forth in Section "fee of the Indanture o Leese. jr the tcerancanaant date
hereof snail not be the first day of a WoOdar 'month, Tenants payment of its shore of Operating
Coats for the fractional' month between the commencement data and the first der of the first fuil
calendar month in the term shall be prorated an a per diem-bmala (calculated ona thirty (30) day
month) and shall be paid together with the first payment of Fixed Minims pent.
(c) After the first Accounting Period, Tenant shall cont.Jwa• to pay such alnimwa paymeme
for Tenant's share of opermting Coats an tins first day of each s+onth In adverwe and as additional
rent, without 'demand and without any setoff or deduction, but the aforesaid eeount of Tanant'a share
of operating Costs may be increased by Landlord after the end of ameh Accounting Period daring the
term hereof on the basis of the actual operating Costa for the immediately preceding Accounting
Period. Upon Landlord furnishing W Tenant a $tube - t settlnq forth such raw$*" OperatinqCosts,
Tenant shall pay to Landlord such revised *hers In equal aonthly inst41Lsmnts, each such installment
to be a sum equal to one-twelfth (12th) of such mrisad Operating Coats An advance an the first day of
each calendar month thereafter until the next sueeeading revision.
(d) Following the end of each Accounting Period in which Tenant's share of Operating Costs
exceeds the minimum payment set forth in Section "Fe of the Indenture of Leese. Landlord shall furnish
to tenant a written statement in reasonable detail covering the Aecoonti Period gust expired showing
the total Operating Costs for such Aeeou+tlreq Period, the amount of t'enant's proportionate share
thereof and payments *ads by Tenant with respect thereto. In caking the computations as aforesaid,
Landlord's statement shell be cawluxive evidence of Operating Costs.
(e) If Tenant's proportionate share of Operating Costs exceeds Tenant's pey"Ats with
respect to any Accounting Period, tenant shell pay to Landlord the deficiency wLWn twenty (?a) days
after the data, of the furnishing of the statement from Landlord.
(f) For the purpose of this Lease, the words " tiftO Periods mean the period corbaisting
of twelve (12) consecutive calendar months commencing on a data determined by Landlord and each
succeeding twelve (12) calendar month period commencing during the tam of this issue, provi4ed,
however, the first Accounting Period shall comunt* on the data the Sing Center first opens for
business with the public and shall terminate an the data iwwdiatsly P1 ceding the data so determined
by Landlord.
(g) If the tern of this Lease commeneas after the data the Shopping Center first opens for
business with the public or terminate@ father then by reason of Tansat's default) during mn Accounting
Period, Tenant's obligation for Ttnent's shays of 00erstino Coats for such, Accounting Period shall be
equitably pro-rates,
(h) Tenant's obligations under this Section 7.06 shall survive the expiration or earlier
termination of the tars of this Lease.
SECTION 7.07. senate Cast dr 5ecurit :?
Lsnd3 r e o'E, WE • on required, to provide security for the Shaming Center.
If' Landlord shall elect to previde seoority for the Shopping Grater, Tenant shall pay its proportion-
ate cost of mob assYliRy determined am follows
(a) Tenant shell par to
Landlord,, as sdditimsel rent, the amount obtained by multiplying the tatel of ell coats and exp•nse$
of every kind and nature incurred by Landlord in providring security for the Shopping Center by a
fractian, the numerator of which shall be the square feet of floor area of the demised priestess, and
the denominator of which shall be the square fast of all 'Iassabls floor area" (M defined in S*Ctiofn
2.04(d) of this tosseje All much floor area shell be se' determined pursuant to the provisions of
Section 2.04(j) and shall be fix d to of the last day of the soplLeSbis ACCovntinq Pariod.
(b) Tenant shall pay its proportionate cost of security within tweet (2 day" attar the
date of the futhiaping of ¦ statement of such charges by Landlord tar each t?Caoa or poets
(c) Although Tenant shall pay its proportionate share of the frost of security, am
aforesaid, in addition to, and not as a component of, its proportionate share of Operating Coats, for
the purpose of articles XVIII end XIX and Sections 13.329 14.01 and 20.02 of this Leslie, the words
"Operating Costae shall be deemed to include such share of cast of security.
ARTICLE YILI
S1CMSt AWMIMCSr CAROPIESI FIXTURCSI ALTERATIONS
-11-_
+atie?t then the awtilt met forth is Secam It of the IMknW M of Ise and in the acme,,'
ib is,? in
4t .
SECTION 8.01. Signs. Amin and Cmnopipa.
('a) - errant aha11, at its own risk, lawfully erect illuminated signal concerning the
business of the occupant of the devised promisee, and agrees to maintain said signs in good condition
and state of repair and save Landlord harmless from any loss, cost of damage as a result of the
erection, maintenance, existence or removal of such signs. All signs shall be in accordance with
Landlord's Sign Specifications, a copy of which will be attached to the Outline Plan and shall be
-- approved in writing by Landlord. Uponvacating the devised premises, the Tenant agrees to remove all
signs and repair ell damage caused by such removal. Tenant covenants that no flashing, illuminated or
paper signs will be used anywhere in the devised premises and all signing is subject to Landlord's
prior written approval. Tenant shall not install or affix -any Sign, device, antenna, fixture or
attechment on or to the exterior or interior of the demised premises including, by way of
illustration, any window or door; nor place any vent, structure, building, improvement, sign or
advertising device or obstruction of any kind within the Coammon Areas or on the exterior or interior
walls of the demised premises, without: rivet obtaining Landlord's written consent.
(b) Tenant shall neither place nor maintain nor suffer to be placed or maintained on the
exterior of the devised premises or on the glees of any window or door of the demised provisos which
shall be visible from the exterior thereof or within three (3) feet of any Such glass (other than
neatly lettered_ signs of reasonable size placed an the floor of the display window identifying
articles offered for sole end the price thereof)any sign, awning, canopy, decoration, lettering,
advertising matter or any other thing without in etch instance first obtaining Landlord's written
approval thereof; and Tenant further' agrees to design .and to 'maintain such sign, decoration,
lettering, advertising matter or other 'thing 'as may be approved in good condition and repair at all
times'.
(c) Tenant shall not point or decorate arty part of the exterior of the demisad promises, or
any part of the premises which shall be visible from the exterior thereof, without first obtaining
Landlord's written approval of such painting or decoration,
(d) Tenant shall install and maintain at all times, subject to the other provisions of this
Section, displays of seasonable merchandise in the show windows (it any) of the demised premises; and
Tenant further- agrees that all eCticlts and the arrangement, style, color and :general appearance
thereof, in the interior of the devised premises which shall be risible from the exterior thereof,
including, but not limited to, window displays, advertising matter, _signs, merchandise and store
fixtures, shall be maintained in the premises +So as to be in keeping with the character and standards
of the Shopping Center.
SECTION 8.02. P cMrty in Osmised Premises.
(a) lI Teems old improvements, such as light fixtures, heating and air-conditioning
equipment. shall when installed attach to the fee and became and remain the property of Landlord.
Such property shall not be removed unless replaced with like property.
(b) All inventory and all trade fixtures hereafter installed or pieced by Tenant in the
demised premises shall be new, shall rewain the property of lenant and shall be removable by Tenant ¦t
the expiration or earlier termination of the term of this Lease provided that: (1) Tenant shall not at
such ties be in default under this Lease, and (2) in the event of the removal of any or all of such
property Tenant shall promptly roster* thedamage done to the promises by the installation and/'or
removal thereof. Should Tenant fail to so remove Tenant's property and/or to so restore the promises,
Landlord may do: so, collecting, at Landlord's. option, the cost and pxpense thereof, as additional
rent, upon demand. Any such property which is not removed and which by the term of the tease is not
removable by, Tenant at or prior to any termination of this Lease including, but not limited to, a
termination by Landlord pursuant to this Lease, shell, unless Landlord gives Tenant notice to remove
any or all of such property, be and become the property of Landlord (without any obligation by
landlord to pay compensation for such property). In the event Landlord 'gives Tenant such notice to
remove any or all of such property, Tenant shall promptly remove such property as may be specified by
Landlord in such notice. Notwithstanding anything herein contained to the contrary or any decision of
any court to the 'contrary, the term "trade fixtures" Shall not include any attached lessahold
Improvements including but not limited to tir-conditioning, hosting, lighting, electrical and plumbing
equipment installed by tenant in the demised premises, nor any wiring or other apparatus related
thereto.
(c) In the event Tenant ceases its business operation its the demised promises and is in
default with respect to its obligation for the continuous operation of its business, tenant shall be
deemed to have abandoned the devised premises and all property of tenant shall also be deemed to have
been abandoned and said property may be retained or disposed of by Landlord as Landlord desires.
SECT10N 6.03. Is movements and Alterations,
(a) anont covenants and agrees not to make or perait to be made any alterations,
improvements and additions to the devised premises or any part thereof !except by and with the written
conaont of Landlord first had. All alterations, improvements and additions to said premises shall be
made in accordance with all applicable laws and shall at once when made or installed be deemed to have
attached to the freehold and to have become the property of Landlord and "hall remain for the 'benefit
of Landlord at the and of the term or other expiration of this Lease in as good order and condition as
they were when Installed, reasonable wear and tear excepted.
(b) In asking such alterationa, edditions and improvements to the demised premises end in
installing such chattels, equipment and fixtures or doing such other work, tenant shall promptly pay
all contractors and materislmen so as to minimize the possibility of a lien attaching to the demised
12
premises or tha Shopping Center, and Tenant stall include in all Contracts: and subcontracts for work
to be performed on Tenant's behalf at the demised premises provisions wharain such contractor or
subcontractor acknowledgaa that Landlord has no liability under such contracts and subcontracts and
that such contractor or subcontractor waives any right it may have to lien or attach Landlord's parcel
or the Shopping center of which Landlord's parcel is a part, and should any such lien or notice of
intention to perform or furnish materials ("Notice") be wade or filed, Tenant shall band against or
discharge the some or notice of intention to perform or furnish materials ("Notice") within twenty
(30) days after written request by Landlord. If tenant shall fail to cause such lien or Notice to be
bonded against or to be discharged within the period aforesaid, then, in addition to any other right
or remedy which Landlord may have under this Lease, at law or in aquity, Landlord say, but shall not
be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the
discharge of such lien by deposit or by bonding proceedings and, in any such event, Landlord shall be
entitled, if Landlord so elects, to compel the proasevtinn of any action for the foreclosure of such
lien or Notice by the lienor with interest, costs and expenses. Any aaount so paid by Landlord and
all costs and expenses incurred by Landlord in connection therewith, together with interest thereon at
the highest rate permitted by law from the respective dates of Landlord's wWinq of the payment and
incurring of the cost and expense, shall constitute additional rent payable -by Tenant under this Lease
and shall be paid by Tenant to Landlord on demand..
(c) The provisions of this Article shsli survive the expiration or earlier termination of
the term of this lease.
ARTICLE IX
NA NIENIWCE AND KFAM $UfdtDd*R' of LEASED PREMISES
SECTION 9.01. Rem sod Asintenance by Tenant.
(a) Tenant shah at all t mes -e-f-M own expanse keep and maintain the demised promises
(including, but not limited to, all entrances and the inside and outside of all 'glass in the doors and
windows and show vindow moldioga) and all partitions, doors, fixtures, sigma, equipment and
appurtenances thereof in good order and repair, and in a neat, safe, clean and orderly condition, ,
including, but not limited to, reasonable periodic painting as determined by Landlord and making all
non-structural ordinary and extraordinary, foreseen and unforeseen repairs and replacement$ to the
demised premises, including, without liaitotion, repairs and rsplacerants to the piuabing and sewage
facilities within the desieed prewlsed or under the floor slab including free flow up to the main
sewer line, electrical, heating, ventilating and air-conditioning dystema and escalators and
elevators, if any, *04 mechanical systems and installations therein. Tenant shall not overload the
electrical wiring serving the premises or within the premises, and will install at its own expense but
only after obtaining Landlord's written approval, any additional electrical wiring which ray be
required in connection with the demised premises,
(b) Tenant will repair promptly at its own expense any damage (whether structural or
non-4tructural) to the demised premises caused by any construction or alterations performed by Tenant
at bringing into the promises any property for Tenant's use, or by the installation or removal of such
property, regardless of fault or by whom such damage shall be caused, unless caused solely by the
negligence of Landlord or its servants or employees.
(c) In the event Tenant defaults in the performance to Landlord's satisfaction of any of
its obligations under this Section 9.01, and such default continues for a period of tan (10) dayyss
after written notice from Landlord (except that in an emergency no notice shall be required!,
Landlord, in addition to landlord's other roadies under this Lease, at law or in equity, nay (but
shall not be obligated' to do so) cure such default an behalf of Tenant without any liability of
Landlord its ago", servants, employees, contractors or subcontractors for damage to Twuo t'a
merchandise, fixtures or ether property or to Tenant's business by reason thereof, and Tenant shall:
reimburse Landlord, as !additional rent, upon domand, for any suave paid or costs incurred in curing'
such default, plus administrative costs of Landlord in a mina egyal to twenty percent (20x) of such
sums and/or costs.
SECTION 9.02. S turd Repairs.
(a) xctP as otherwise provided by 9.01(b), structural portions of the premises, the roof
of the demised premises end Chase portions or the exterior of the demised prealisea which Tenant is not
obligated to maintain pursusot to Section 9.01(x) will be repaired by Landlord provided Tenant given
Landlord notice specifying the need for and nature of such rapairsi provided, however, if Landlord is
required to make any repairs to such portions of the demised premises by reason, in whole or in part.,
of the negligent act or failure to act by Tenant or Tenant's agent, servants, eopioybes, contractors
or subcontractors, or by reason of an unusual use of the demised promises by Tenant (whether or not
such use in a permitted use hereunder), Landlord may collect the cost of ouch repairs, as additional
rent, upon demand. For the purpose of this Lease, any difference in floor level, shifting of floor
slab, or deviation in finished floor height resulting from the insertion or aonatruction of an
expansion joint or strip in the floor slab small not be deemed a structural defect requiring repair by
Landlord, but rather, s normal construction prrotiCe which shall be Tenant's responsibility Lo
appropriatel plan for in its construction and use of the demised premises.
If, without Landlord's prior consent, Tenant performs any alterations, additions,
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improvements, changes, affixations of chattels or other work which 'affects the structural portions of
the demised premises and/or the roof of the building of which the devised premises are a part and/or
that portion of the exterior of the demised premises which Landlord is obligated: to repair pursuant to
Section 9.02(a) or which affects the structural integrity of the building of which the leased premises
shall form s part, such action by Tenant shell release and discharge Landlord as of the commencement
of such alteration, addition, improvement, affixation or other work of and from such repair obligation
and thereafter Tenant agrees to be solely responsible for the maintenance, repair and replacement of
any or all such structural portions, roof, exterior and building which have been affected as
aforesaid; provided, in the event Tenant shall default in the performance, to Landlord's satisfaction,
of such responsibilities, Landlord, in addition to Landlord's other remedies under this Lomas, at law
or in acpityI may (but shell not be obligated to do so) cure such default on behalf of Tenant without
any liability of Landlord, Its agents, servants, employees, contractors or subcontractors for'damsge
to Tenant's merchandise, fixtures or other property or to Tenant's business by reason thereof, and
Tenant shall reimburse landlord, as additional rent, upon demand, for any sums paid or costs incurred
in curing such default, plus adainistrstive coats of Landlord in a sus equol'to twenty percent (2QS)
of such sums and/or costs. For the purposes of the foregoing, if Tenant performs any much
alterations, additions, improvements, changes, affixations or other work in a manner not consistent
with Landlord's prior consent, thereto, such work shall be dammed to have %won performed without
Landlord's consent.
SECTION 9.03. Surrender of Premises.
At the exp -;;donor earlier termination of the term of this Lease, Tenant shall
peaceably surrender the leased premises in the sans condition including, but not limited to, the
conditions of cleanliness, as the leased premises were upon the commencement of the term of this
Lease, ordinary wear and tear excepted to the extent the leaned premises is not required to be
repaired and/or maintained by Tenant and damage by unavoidable casualty excepted to the extent that
the same is covered by Landlord's fire insurance policy with extended coverage endorsement, and Tenant
shall surrender all keys for the leaned premises to Landlord at the place then fixed for the:psyment
of rent and shall notify Landlord in writing of all combinations of loe", safes and vaults,-if any,
in the leased premises.. Tenant shall cowply with:. the provisions of. SecUon 8.02 respecting the.
removal of its. property before surrendering the premises as aforesaid. Any property not so removed at
the expiration of the term hereof, shall be deemed to have been abandoned by Tenant, and may be
retained or disposed of by Landlord, as Landlord shall desire. Tenant's obligation to observe and
perform' the covenants set forth in this Section 9.03 shall survive the expiration or earlier
termination of the term of this Lease:
ARTICLL X
INDEMNIFICATION{ SUBROGATION
SECTION 10;01. Indemnifcation and Waiver of Claim.
(s) Tenant wi e enema except}x extent caused by the negligence of Landlord, its
agents, servants, and employees, will indemnify Landlord and Agent and save them harmless from and
againat any and all claim*, actions, damages, liability' and expense (including, but not limited to,
attorney's fees and disbursements) in connection with the loss of life, personal injury or damage to
property or business arising from, related to, or in connection with the occupancy or useby Tenant of
the demised premises or any part of Landlord's property or the Shopping Center or occasioned wholly or
in part by act or omission of Tenant, its contractors, subcontractors, subtenoote, licensees or
concessionaires, or its or their respective agents, servants or employees. Tenant shall oleo pay all
costs, expenses and reasonable attorney's fees that say be expended or incurred by Landlord and/or
Agent in successfully enforcing the covenants and agreements of this Leans. The provisions of this
Section 10.01 shall survive the termination or earlier expiration of the term of this Lease.
(b) Unless rod then solely to the extent such damage is caused by the negligent acts or
omissions of Landlord, Agent, or their respective agents, servants, and employees, neither Landlord,
Agent nor their respective agents, servants, emplayees or contractors shall be liable for, and Tenant,
in consideration of Landlord's execution of this Lease, hereby releases all claima for loss of life,
personal injury or damage to property or business sustained by Tenant or any person claiming through
Tenant resulting from any fire, accident, occurrence or condition in or upon the Shopping Center or
any part thereof (including, without limitation, the demised premises and the building of which the
ease is a part), including, but not limited to, such claims for lose of life, personal injury or
damage resulting from (1) any defect in at failure of plumbing, hosting or air conditioning equipment,
electrical wiring or installation thereof water pipes, stairs, railings or walksi (Z) any equipment
or appurtenances being out of repair; (31 the bursting, leaking or running of any tank, "ahatand,
water closet, waste pipe, drain or any other pipe or tank in, upon or about the Shopping Center; (4)
the backing up of any sewer pipe; (5) the escape of steam or hot waters (6) water, snow or ice being
upon or coming through the roof or any other place upon or near the dealsed premises or the buildinngg
of which the same in a part or otherwise; (7) the falling of any fixture, plaster or stuccos (a)
broken glass; (9) any act or omission of other tenants or other occupants of the Shopping Tenter; and
(10) any Oct or omission of Landlord, Agent or their respective principals, agents, servants and
employees whether occurring on, prior to, or subsequent to the date of this Lease. The foregoing
- 14 -
waiver and release is intended by Landlord end Tenant to be absolute, unconditional and without
exception and to supersede any specific repair obligation imposed upon Landlord hereunder.
ARTICLE Xi
INSURANCE
SECTION 11.01. Insurance.
(a) moan will keep in force in companies licensed to do business in the state where the
Center is located at Tenant's expense at all Lima during the term of this Lease and during such other
times go Tenant occupies the demised premises or any part thereof:
(1) Public liability insurance with respect to the demised premises,- the sidewalks
abutting end adjoining- the demised premises, if any, and the business operated by Tenant and any
subtenents, licensees and co(cessionaires of Tenant in or from the demised premises with minimum
limits of One Million Dollars 31,000,000) combined single limit for bodily injury and property
damage, and including coverage for liability assumed under contracts.
(3) Yorkers' Compensetion insurance which will provide for all Tenant's aaployees the
statutory benefits for the state in which demised preaisas are located, and will also include
Employers' Liability insurance with minimum limits of One Wosdred Thousand Dollars (3100,000.00)•
(3) Such other types of insurance (excluding rent insurance in favor of Landlord) and
such additional amounts of insurance as, in Landlord's judgment, are necessitated by good business
practice.
(b) Prior to delivery of possession of the demised premises and within ten (10) days of
each occasion of renewal or replacement of insurance coverage, throughout the term of the Lease,
Tenant shall' submit to Landlord, marked "Attention" Insurance'Dgmrtment", a valid Certificate of
Insurance, signed by on authorized' agent of the insurer',' which shall evidence all the insurance
coverage required by this Section 11.01 and which shall set forth the followingi_
(1) Landlord is named an "additional insured" on the public -liability insurance
policy.
(Z) At least thirty (30) days prior notice shall be given to Landlord as to any
policy cancellation or any Material alteration in coverage.
(3) The public liability insurance policy is an "occurrence" form of coverage;
(claims-made insurance is not acceptable).
SECTION 11.02. Insurance Previsions.
Ti-Ts a ron33'fo--n-`6? this Lease that -the'Tenant shall install and maintain, in proper
working order, an Underwriter's Laboratory and Rating Bureau approved Automatic Extinguishing System
in the hoods: and ducts serving such tenant's cooking equipment and_desp fat fryers. The system shall
else bearranged to shut off the electrical current and/or gas supply to the deep, fat fryers when the
extinguishing system is activated. No change affecting the operation of this system shall be made
without giving prior notification to the Landlord.
SECTION 11.03. Effect on Insurance.
(a) -TWa-nt w1 not , omit to do, or suffer to be done or keep or suffer to be kept
anything in, upon or about the leased promises which will violate the provisions of Landlord's
policies insuring against loss or domige by fire or other hazards (including, but not liaited to,
public liability), which will adversely affect Landlord's file or liability insurance premium rating
or which will prevent Landlord from procuring such policies in companies acceptable to Laadlsrd,
provided Tenant is first given adequate notice of the requirements of such policies. If snything
done, omitted to be done or suffered to be done by Tenant, or kept or suffered by Tenant to be kept
in, upon or about the premises shall by itself or in combination with ether circumstances. existing at
the Shopping Center cause the premium rate of fire or other insurance on Lhe lose" premises or other
property of the Shopping Center in eoapanes acceptable to Landlord to be increased beyond the
established rate from time to time fixed by the appropriate underwriters with regard to the use of the
demised premises for the purposes permitted under this Lease or to such other property in the Shopping
Center for the use or usms ands thereat, Tenant will pay the amount of such increase or, in the avant
that other circumstances existing at the Shopping Center shall have contributed to such increase, such
equitable portion of such increase as reasonably determined by Landlord, as 'additional rent upon
Landlord's demand and will thereafter pay the amount of such increase, as the goes may vary from Lime
to time, with respect to every premium relating to coverage of the demised premises during a period
falling within the term of this Luse until such increase is eliminated. In addition, if applicable,
Landlord any at its option rectify the condition existing on the demised premises which caused or was
a contributing cause of the increased premium rate in the event that the Tenant should fail to do so
and may 'charge the cost of such action to Tenant as additional rent, payable on demand. In
determining whether increased premiums are the result of Tenant's wee of the leased premises, a
schedule, issued by the organization making the insurance rate an the leased 'premises, showing. the
various components of such rage, shall be conclusive evidence of the several its" end charges which
make up the fire insurance rate on the leased premises.
(b) If for any reason whatsoever Including, but not limited to, the abandonment of the
demised premises, Tenant's failure topay the insurance premium or Tenant's failure to occupy the
demised premises as herein permitted, Tenant fails to provide end keep in farce any or all of the
. 1S .,
insurance policies set forth in Section 11.01 hereof, then In such event Tenant shall indemnify end
hold Landlord harmless against any lose which would have been covered by such insurance.
(c) if Tenant shell not comply with Ate covenants' mods in this Section, Landlord in
addition to Landlord's other remedies hereunder may (but shall not be obligated to) cause insurance,
as aforesaid, to be issued, and-ln.such event Tenant agrees to pay the premium for such insurance so
additional rent promptly upon Landlord's demand, or Landlord, at its option, may treat such failure to
coaply as a Deliberate Event of Defsult.
ARTICLE XII
UTILITIES
SECTION '12.01. Utilities.
(e) enT& shall be solely responsible for and promptly pay all charges for heat, rater
(including standby), electricity, serer rents or charges, sprinkler charges, A.D.T. or ether slats
systems, water treatment facility charges, and any other utility used or consumed in the leased
premises or in providing heating and *IT conditioning to the leased premises, without limitation,
together with all connection and service charges and all taxes or other charges levied an such
utilities, said responsibility Commencing on the dote Landlord notifies Tenant tbet the leased
premises are ready for Tenant's com4neement of Tenant's Work. Should Landlord elect or be required
to supply or make available any utility used or consumed at the demised premises, Tenant agrees to
pucchaee and pay for seine, se additional tent, every month in the term hereof; provided that Tenant
shall not be 'Obligated to pay to.Lanfilord an aggregate annual sum therefor in excess of the aggregate
annual amount therefor which Tenant would otherwise be obligated to pay for similar utility usage and
service as 'a retail customer of the public utility or municipal authority then supplying such utility
to the Center. Tenant agrees to purchase from Landlord and pay for electricity to be used by Tenant
at the demised premises in accordancs with the Utility Schedule attached hereto sit Exhibit "C".
(b) In the event that Tenant does not have a water meter installed in the leased premises,
Tanent will pay to Landlord, as additional rent, every month in the term of this Lease the minimum
charge for the size of the line installed in the leased premises in accordance with the rates'
established from time to time by the company or authority supplying water to the premises.
(c) In the event the local authority, nnmicipslity, utility or other body collects for the
water and/or sewerage or sanitary service and/or consumption, ae afares id, Tenant covenants and
agrees to pay the rater and serer rent ewrga (both minimum and otherwise) and any other tax, rent,
levy, connection fee or motor or other charge which now or heresfter is assessed, Imposed or may,
become a lion upon the demised premises, at the realty of which they are a part, pursuant to law,
.
order or regulation made or issued. in Connection with the use, consumption, maintenance or supply of
water, or the water or new rage connection or system,
(d) In no event shall Landlord be liable to Tenant in damages or otherwise for any
interruption, cwtsllasnt or suspension of any of the foregoing utility services in the event of a
default by Tenant under this tease or due to repairs, action of public authority, strikes, acts of God
or public enemy, or any other cause, whether similar or dissimilar to the aforesaid.
SECTION 12.02. A lication For Utilities.
Terng e a e a71 4pproprXetv applications to the local utility companies at such times
as shall be necessary to insure utilities being available at the demised premises no later than the
commencement of the term and pity all required deposits, connection fees aril/or charges for meters
within the applicable time period set by the local utility company.
SECTION 12.03. Operation of Heating and Air-Conditio?ninq
Tenant must operate !basting an coo ng equipmant to maintain store temperatures at such.
tenperstures as will prevent the freezing or bursting of pipes and the draining of heated and chilled
air from the enclosed cell.
SECTION 13.04. Utility Chi Defined.
All e3i o be paid by Tenant in accordance with this Article XIi are collectively herein
referred to as the "Utility ChargeO.
ARTICLE %II1
ESTOf"PEL CERTIFICATE; SUBMINATION;-ATTOAMMENT
SECTION, 13.01. Execution of Esto l Certificate.
At any aa, and roc time o me, upon the written request of Landlord or any mortgagee,
Tenant, within twenty (20) days of the date of such written request, agrees to execute and deliver to
Landlord and/or such mortgagee, without charge and in a form satisfactory to Landlord and/or Ruch
mortgagee, a written staLementi (a) ratifying this Lease; (b) confirming the eoemsnesment and
expiration dates of the term of this teaaaj (c) certifying that Tenant is in occupancy of the -demised
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premises, and that the Lease is In full force and effect and has not been modified, assigned,
Supplemented or amended except by such writings me shall be stated; (d) certifying that all conditions
and: agreements under this Lease to be satisfied or performed by Landlord have been 'satisfied and
performed except as shall be stated; (e) certifying that Landlord is not in default under the Lease
end there are no defenses or offsets against the enforcement of this Lease by Landlord, or stating the
defaults and/or defenses claimed by Tenant; (f) reciting the amount of advance rent, if any, paid by
Tenant end the date to which such rent has been paid; (g) reciting the amount of security deposited
with Landlord, if any; (h) certifying -compliance with the environmental covenants of the Lease as set
forth in Section 5.03(J) of the Lease; and (i) any other information which Landlord or the mortgagee
shall require.
SECTION 13.02. Failure to Execute Estoppel Certificate.
The failure X G7oin o execute, rc noK'edge and deliver to Landlord and/or shy mortgages
a Statement in accordance with the provisions of Section 13.01 above within the period set forth in
Section 13.01 shall constitute an acknowledgment by Tenant which may be relied upon by any person
holding or intending to ocgjlre any interest whatsoever inthe demised pMalses or the Shopping Cantor
that this 'Lease has not been assigned, amended, changed or modified, is in full force and effect and
that the fixed Minimum Rent, Tax Rent, Tenant's share of Operating Costs, Utility Charge, Percentage
Rent and 'additional rent have been duly and fully paid not beyond the respective due dates immediately
preceding the date of the request for such statement and shall constitute an to any persona entitled
to rely on such statements a waiver of any defaults. by Landlord or defenses or offsets against the
enforcement of this Lease by Landlord which may exist prior to the date of the written request, and
Landlord, at its option, may treat such failure as a Deliberate Event of Default.
SECTION 13.03. Subordination and At ottwWnt.
Tenant agrees a Uvot, excep so hereinafter provided, this Lease is, and all of Tenant's,
rights hereunder are and -shall always be, subject and subordinate to any mortgage, leases of
Landlord's property (in sale-leaseback) pursuant to which Landlord his or shall retain the right of
possession of the demised premises or security instruments (collectively called "'Mortgage") that now
exist, or may hereafter be placed upon the demised premises or the Shopping Center or any part thereof
and to all advances made or to be fade thereunder and to the interest thereon, and all rgnowsla,
replacements, modifications, consolidations, or extensions thereof; and (4) that if the holder of any
such mortgage ("Mortgagee"), the purchaser at any foreclosure sale or at any sale under a power of
same contained in any Mortgage, or the owner, at the time of the hereinafter described request, of the
fee estate or the leasehold estate of the real estate upon which the demised premises is situate
(hereinafter referred to as Landlord for purposes of thla Section) shell at its sale option so
request, Tenant will attorn to and racogni.se such Mortgages, purchaser, or Landlord, sip the case may
be, as Landlord under this Lease for the balance then remaining of the tern of this Least, subject to
all terms of this Lease; and (c) that the aforesaid provisions shall be self operative and no further
instrument or document shall be necessary unless required by any such Mortgages, purchaser, or
Landlord. Notwithstanding anything to the contrary act forth above, any Mortgagee may at any time
subordinate its Mortgage to this Lease, without Tenant's consent, by execution o a written document
subordinating such Mortgage to this'Loss@ to the extent set forth therein, andthersupon,this Least
shall, be deemed prior to such Mortgage to the extent set forth in such written document without regard
to their respective dates of execution, delivery and/or recording and in that event, to the extent set
forth in such written document such Mortgagee shall have the same rights with respect to this Lane as
though this lease had been executed and a memorandum thereof recorded prior to the execution, delivery
and recording of the Mortgage and as though this Lease had been aasigned to such Mortgagee. Should
Landlord or any Mortgages or purchaser desire confirmation of either such subordination or such
attornment,_as the case may be, Tenant upon written request, and from time to time, will execute and
deliver without charge and in form satisfactory to Landlord, the Mortgagee or the purchaser ¦ll
instruments and/or documents that may be requested to acknowledge such subordination and/or ayresawnt
to attorn, in recordable fore.
ARTICLE XIV
ASSIMIlENT MD SUKETTIMG
5ECTION 14.01. Assignment and Sublettina.
(a) enT ant dhalTlt-o vo un srily, involuntarily, or by operation of law *osign, transfer,
mortgage or otherwise encusbet (herein collectively referred to as at "assignment"S this Lease or any
interest of Tenant herein, in whole or in part, nor sublet the whole or any part of the demised
premises, nor permit the demised promises or any part thereof to be used or occupied by others:,
without first obtaining in each and every instance the prior written consent of Landlord. Any content
by Landlord to an assignment or subletting or use or occupancy by others shall be held to apply only
to the specific transaction thereby_auth"Ired and shall not constitute a waiver of the necessity for
such consent to any subsequent assignment or subletting or vae or occupancy by others, including, but
not limited to, a subse W ent assignment or subletting by any trustee, receiver, liquidator, or
personal representstiva of tenant, nor shall the references anywhere in this Lease to subtenants,
licensees and concessionaires be construed so a consent by 'Landlord to an assignment. If this Lease
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or any interest herein be assigned or if the demised premises or any part thereof be sublet or used or
occupied by anyone other than 'Tenant without Landlord's prior written consent having been obtained
thereto, Landlord asy nevertheless collect rent (including, but, not limited to, fixed 1liniaum Rant,
Percentage Rent, the Utility Charge, Tax Rent, Tenant's proportionate shore of Landlord's Operating
Costs, and additional rent) from the assignee, subleases, user or occupant and apply the not amount
collected to the rents herein reserved, and furthermore in any such event Tenant shall pay to Landlord
monthly, as additional rent, the excess of the consideration received or to be received during such
month for such assignment, sublease, or occupancy (whether or not denoted as rent) over the rental
reserved for such month in this Lease applicable to such portion of the demised premises so assigned,
sublet or occupied. No such assignment, subletting, use, occupancy or collection shall be deemed a
waiver of the covenant herein against assignment, subletting at use or occupancy by others, or the
acceptance of the assignee, subtenant, user or occupant as Tenant hereunder, or constitute a release
of Tenant from the further pertoraahcee by tenant of the tervis and provisions of this Lease. If this
Lease or any interest of Tenant herein be assigned or if the whole or any part of the demised premises
be !sublet or used or occupied by others, after having obtained Landlord's prior written consent
thereto. Tenant shall nevertheless tswaln fully liable for the full performance of all obligations
under this Lease to be performed by Tenant and Tenant shall not be released therefrom in any manner.
(b) If at any time during the term of this Lease any part or all of the corporateshares
of Tenant, or of a parent corporation of which Tenant is a direct or indirect subsidiary, shall be
transferred by sale, assignment, bet, inheritance,, operation of law or other disposition Be as to
result in a change in the present effective voting control of Tenant or of such parent corporation by
the person or persons owing or controlling a majority of the shares, of Tenant or of such parent.
corporation on the date of this Lease, Tenant shall promptly notify Landlord in writing of such
change, and such change in voting control shall constitute an assignment of this Lease for all
purpoaes of this Section; provided, however,- that this provision shall not apply in the event that
over fifty percent 150%) of the voting power of the Tanent corporation or of such parent corporation
is held by fifty (50) or more unrelated shareholders or distributed to such number of unrelated
shareholders in a public distribution of securities. This clause shall not apply to a,corporation
whose stock is traded on a nationally rel.6grsized stock exchange,
(c) If Tenant is a partnership and if at any time during the term of thiS Lease any person
rho at the time of the execution of this Lease owns a general partner's interest ceases to ores such
general partner's interest, such cessation of ownership shall constitute an assignmentof this Lease
for all purposes of this Section.
(d) Opon the occurrence of any of such events as described in Section 14.01(a), 14.01(b),
or 14.01(c) hereof, whether voluntary, involuntary, by operation of Jett, or otherwise, without the
prior written consent of Landlord (whether or not Tenant shall have divan notice thereof to Landlord).
Landlord may treat any such occurrence as a Deliberate Event of Default.
SECTION 14.02. liica ion to Assign ,a_,,r $Alea.
In the even hat tenant should desire to assign or sublet the whole or a pert of the
leased praaisea, Tenant shall submit to Landlord a written statement, signed by Tenant, setting forth
the following informations
(a) The none and address of the proposed,asaignee or aubtenent and the character of its
business;
(b) The activities to be conducted in and the use to be .wade of the premises by the
propeaed aesignae or subtenant;
(c A full and complete' outline of all of the terms and conditions of the proposed
assignment or subletting)
(d) Such financial information and credit information pertaining to the proposed assignee
or subtenant sufficient to enable Landlord to evaluate its financial respansibilityl
(e) A representation that the proposed assignee or subtenant is not a tenant, subtenant,
assignee or occupant of any space in the Shopping Center.
During a periad_of thirty (30) days after receipt by Landlord of the foregoing information, Landlord
may elect (1) to conser t to such proposed assignment or subletting; or (2) to refuse or withhold
consent to ouch'sesignment or subletting; or (3) terminate this Lease, in which event this Lease shall
terminate and end upon thirty (30) days' written notice of Landlord's decision to so tormtMts. Such
election may be exercised by written notice served upon Tenant within such thirty (30) day period, but
if no such notice is served, it shalt be deemed that Landlord has elected to refuse or withhold
consent of the proposed assignment or subletting. Landlord agrees slot unreasonably to refuse or
withhold consent to such proposed assignment or subletting, but it shall conclusively be deemed that
Landlord's refusal or withholding of consent is not unreasonable if the proposed assignee or
subtenant, or the character of the business of the proposed assignee or sult~t, or the use for
which the proposed assignee or subtenant is to occupy said premises, or any of thew, is in Landlord's'
sole discretion lees desirable; and it shall concluaively be deemed that Landlord's refusal or
withholding of consent is not unreasonable if the sublease rent is greater than. the rent payable under
this Lease, unless Tenant agrees in writing that such excess shall be paid to Landlord,
SECTION 14,03. ?RU Ef Assz n nt 2E 5vblvasa.
LandlorT s consen' ?'itto any sssignment or sublease shall not be effective until ono: (1)
fully-executed copy of any written instrument of assignment or sublease has been delivered to
Landlord.
_ig_
ARTICLE Yv
MERCHANTS' ASSOCIATIONI PROMOTION FUNDI ADVERTISING
SECTION 15.01- WVq anta• AssociatPromotion Fund and Advertisi .
(e) Tenant covenants and to become a area era any rchants' Association formed by
the tenants of the Shopping Center- and approved by Landlord, and to maintain such membership
throughout the term of this Lease. Tenant further agrees to pay as its share of the cost of the
activities conducted by such association the sum set forth in Section "J" of the Indenture of Lease or
such other sum as shall be determined by the Merchants' Association, hereinafter referred to as
"Merchants' Association Payment', payable in advance in monthly installments to the Merchants'
Association. If Landlord elects, Landlord may collect said Merchants' Association Payment on behalf
of the Merchants' Association in which case tenant's Merchants' Association Payment shell be payable
monthly together with installments of Fixed Minimum Rent. In addition, should Tenant Fail to make any
such Merchants' Association payments when due, Landlord, an behalf of the merchants' Association, may
collect said payments in the same manner and with the some rights granted to Landlord under the Lease
for the collection of rent or other charges. Commencing with the second Lease Year, and each Lease
Your thereafter, the Merchants' Association payumt shall be adjusted in the manner set forth below,
but never less than the above amount. The amount of the Merchants' Association payment for each Lease
Year, coarwencing with the second Lease Year, shall be determined as follows: Using the "Consumer'a
Price Index -- U. S. Average, All Item and Commodity Croups", published monthly in the "Monthly Labor
Review" by the United States Department of Labor, for the month and year during which the Lease was
executed as the denominator and the index number for the first month of each Lease Your thereafter as
the numerator, multiply said resulting fraction times the above stated Merchants' Association rote.
In the event that the Bureau of Labor Statistics shall change the base period, the new index number.*
shall be substituted for the old index numbers in making the above computation. In the event the
Consumer's Price Index of the United States Bureau of Labor Statistics is discontinued, comparable
statistics on the purchasing power of the consumer dollar as published at the time of said
discontinuation by a responsible financial periodical of recognized authority shall be used for asking
such computation. Tenant also agrees to cooperate fully with the 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 all promotional and advertising compel no end pay any special assessments as are required
by the Merchants' Association. Within thirty (3Q) days after billing,
'I.7}Ir a wOR?r4" ? ? ?t ? ? .._?+`..d ?:.9 rw. _bappLaq
- Tanent egress that Landlord or its designee may in its sale discretion and under its
exclusive control and supervision provide the association with any or all of, and be reimbursed by the
association for providing the following; (i) the services of a marketing director and all staff and
outside consultants (including professional marketing service organizations) deemed necessary by
Landlord to carry out effectively the marketing and public relations objectives of the Merchants'
Association including, without limitation, all payroll, payroll taxes and employee benefits of any
such director and staff; (ii) such reasonable amount of space within the shopping center as may be'.
necessary for the Merchants' Association, the rental therefor to be comparable to the rentals for
similarly sized tenant space in Landlord's building; (iii) all actual coats incurred in advertising
end promoting the Shopping Center, including without limitation radio, newspaper, television, direQt
and indirect coots of services, artwork, copy, printing, paper. stationery and supplies; and (iv) such
office equipment, utilities and telephones as may be deemed necessary by the marketing director.
(b) Notwithstanding that Landlord may form the Association so set forth above, Landlord or
the Landlord's designee reserves the, right at any time and from time to ties, without Tenant's consent
or approval, to institute in its place a Promotion Fund to furnish and maintain edvertising and sales
promotions for the benefit of ell tenants of the Shopping Center. Upon formation of the Promotion
Fund, the Association will turn over all amounts in its possession to Landlord or the Landlord's
designee which will open and maintain a beak account, separate from all of its other bank accounts,
into which Landlord or the Landlord's designaa shall deposit the promotion fund contribution paid by
Tenant, the aforesaid: mount received from the Association, as well as other contributions which
Landlord or the Landlord's designee may receive from time to time from other tenants of the Center
(the aggregate of such funds on hand from time to time being referral to herein as the "Promotion
Fund"). Upon turning over such funds to Landlord or the Landlord's designee, the Association shell be
liquidated and dissolved. Commencing with the formation of the Promotion Fund, and thereafter while
the Promotion Fund is in existence, Tenant shall pay to Landlord or the Landlord's designee, as
Tenant's contribution to the Promotion Fund, and an annual charge ("Promotion
Charge") which shell be in the some amounts, including any CPI sdjstments, as the assessment Tenant
would be required to pay to the Association if the asas was in effect, except that the annual Charge
shall be payable monthly together with Installments of Fixed Minimum Rent. The Promotion Fund shall
be used by Landlord or the Landlord's designee to pay all coats and expenses associated with the
implementation of in ongoing program for the promotion of the Shopping Center, which program may
include, without limitation. special events, shows, displays, signs, seasonal events, institutional
advertising for the Shopping Center, promotional literature and other activitiea'designed to attraCt
customers to the Shopping Center. In connection with the operation of the Promotion Fund, Landlord or
the Landlord's designee shall have the right to employ or reuse to be employed- all promotional
services and personnel which, in the judgment of the Landlord or the Landlord's designee, are
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necessary to administer such fund and such promotional activities, and such personnel ¦hs11 be under
the exclusive control and supervision of Landlord or the Landlord's designee who shall have the sole
authority to employ and discharge such personnel. The Promotion Fund say also be used to defroy.the
cost of administration of the Promotion Fund and such advertising programs including. without
limitation, the salary of the promotion and advertising director and related administrative personnel,
rent and insurance. Landlord shall have no obligation to expend on such ongoing program any funds in
excess of the annual sums contributed to the Promotion Fund after payment of all such administrative
and other expenses.
(c) All sum required to be paid by Tenant pursuant to this Article XV shall be deemed
"additional rent", shall be payable without demand, deduction or offset, and for the purposes of
Articles XVIII and XIX of this Lease shall be referred to as the Promotion Charge.
(d) Notwithstanding anything to the contrary contained heroin, Landlord or the Landlord's
designee: reserveeE the right, from time. to time Upon written notice to Tenant, to convert the. AsOwl- :.
ation ar Promotion fund to any other entity selected by Landlord or the Landlords designee to perform
the 'services theretofore performed' by the Association or Promotion Fund. Upon the forwstion of such
entity, the provisions of Sections (a) and/or (b) hereof which are then in effect shall cease and
become null and void, and thereafter Tenant shall comply with the charter or by-laws of such new
entity. Tenant shall pay to such new entity. Landlord, or the Landlord's designee, as directed by
Landlord or the 'Landlord's designee, the payments theretofore required to be paid by Tenant to the
ARTICLE XVI
DESTRUCTION OF LEASM PREMISES
SECTION 16.01. Total or Partial' Destruction.
(a) fF7" leased prey sea shall be damaged by fire or other casualty covered by
Landlord's policies of 'fire and broad form extended coverage insurance but are not thereby rendomd
untenantable in whole or in part, subject to the limitations hereafter set forth, Landlord, at its own
expense, may cause such damage to be repaired, and the rent shall not be abated. If by reason of such
occurrence, the premises shall be tendered untartsntsble in whole or in part, subject to the
limitations hereafter get forth,, Landlord, at its own expense, may cause the damage to be repaired and
the Fixed Minimum Rent shall be abated proportionately as to the portion of the premises rendered
untenantable until the completion of Landlord's repairs thereto. If the loosed premises shall be
damaged or destroyed by a fire or casualty, in whole or it part, and the Landlord, at its option,
decides not to repair and restore the promises, Landlord shall have the right, to be exercised by
notice in writing delivered to Tenant within sixty (bap) dsyo from and after the occurrence of such
damage or destruction, to cancel end terminate this Lease. Either party shall have the right, to be
exercised by notice in writing, delivered to the other within thirty (30) days from and after any
occurrence which renders the premises wholly untenantable to cancel this Lease, if said destruction of
the premises occurs within the lost three (3) years of the term of this tease, said cancellation to
take effect ninety (90) days iron and after the receipt of such notice by the other party, and in such
event this Lease and the tenancy hereby created shall cease as of the aforesaid cancellation date, the
rent to be adjusted at of such date; provided, however, that if Landlord shall commence repairs of
reconstruction of the destroyed premises during the period prior to the cancellation date:, the tenancy
shall remain in effect and said notice of cancellation shall be considered void. In no event shall
Landlord be obligated to expend for any repairs or reconstruction pursuant to this Section 16.01 on
amount in excess of the insurance proceeds recovered by it and allocable to the dosage to the leased
premises after deduction therefrom of Landlord's reasonable expenses in obtaining such proceeds and
any snounte ro Wired to be paid to Landlord's mortgagee. Nothing in this Section ahall be construed
to permit the abatement in whole or in part of the Percentage Rent, and the calculation of Percentage
Rent shall be ggvwrned solely by Section 2.01'(c) hereof.
(b) If the Landlord is required to repair or reconstruct the leaned premises pursuant to
the provisions of this Section 16.01, its obligation shall be limited to the building shell. Tenant
at Tenant's expense shall promptly perform all repairs or restoration not required to be donee by
Landlord and shall promptly re-enter the demised premises and comments doing business in accordance
with the provisions of this Lease. Landlord shall not be liable for delays occasioned by adjustment
of losses with insurance carriers or by any other cause so long as Landlord shall proceed in good
faith.
(c) Notwithatanding anything set forth herein to the contrary, Tenent shall be responsible
for all repairs and replacements of damage and/or destruction of the lasted premises necessitated by
burglary or attempted burglary, or any other illegal or forcible entry into the demisedpreaises.
5ECTION 16.02. Partial pestESURD of in 90-nter.
In tt-e?` 8Vent -m ifty percen -or more of the grilse leasable floor area of the
-2D-
Shopping Center shall be damaged or destroyed by fire or other cause notwithstanding that the leased
premises may be unaffected by such fire at other cause, Landlord shall have the right, to be exercised
by notice in writing delivered to Tenant within aixty (60) days after said occurrence, to cancel and
terminate this Lease. Upon the giving of such notice, the term of this Lease shall expire by lapse of
time upon the fifteenth (15th) day after such notice is given and Tenant shall vacate the leased
premises and surrender the sane to Landlord.
ARTICLE XVII
EMINENT DOMAIN
SECTION 17.01. Toth .. anon.
If thewTole of the ised premises shall be taken by any public or quasi-public authority
under the power of eminent domain. condemnation or expropriation, or in the event of a conveyance in
lieu thereof, then this Lease shall terminate as of the date an which possession of the demised
premmises is required' to be surrendered to the condemning authority, and Tenant shall have no claim
against Landlord or the condemning authority for the value of the unexpired term of this Lease.
SECTION 17.02. Partial Candeenetion.
If any?o ed premises shall be so taken or conveyed and if such partial taking
or conveyance shall render the leased premises unsuitable for the business of the Tenant, then the
term of this Lease shall cease and terminate as of the date on which possession of thei demised
premises is required to be surrendered to the condemning authority and Tenant Shall have no claim
against Landlord or the condemning authority for the value of any unexpired term of this tease. In
the event such partial taking or conveyance is riot extensive enough to sneer the premises unsuitable
for the business of Tenant, this Lease shall continue' in full force and effect except that the fixed
Minimum Rent and the Percentage Rent Gross Sales Base shall each be reduced in the some proportion
that the floor area of the dswised premises so taken or conveyed bears to such floor area imedietely
prior to such taking or conveyance, such reduction commencing as of the, date Tenant is required to
surrender possession of such portion and with respect to the days during which the demised premises
are not open for !business the calculation of Percentage Rent shall be adjusted in accordance with
Section 2.01(C) hereof,. Landlord shall promptly restore the leased premises, to the extent of
condemnation proceeds available For such purpose, as nearly as :practicable to a condition comparable
to their condition as the time of such condemnation less the portion lost in the taking or conveyance
and Tenant shall promptly wake all necessary repairs, restoration and alterations of Tenant's
fixtures. equipment and furnishings and shall promptly re-ontar the lased prvataes and commence doing
business in accordance with the provisions of this Lease. For purposes of determining the amount of
funds availablefor restoration of the leased premises from the condemnation award, said amount will
be deemed to be that pert of the award which remains after payment of Landlord's reasonable expenses
incurred in recovering same and of any aaounte due to any mortgagee of Landlord, and which represents
a portion of the'total 'sum, so available (excluding any award or other compensation for land) which is
equitable allocable to the leased premises.
SECTION 17.03. Parti cndomnstion of SSh ^ Cen .r.
(a) more an one-third of the floor area of the buildings of which the demised
premises are a part or more then one-third (1/3) of the leasable floor area of the Shopping Center or
more than one-third (113) of the Common Areas shall be so taken or conveyed, or (b) if any part of the
parking area in the Shopping Center is so taken or convoyed and as a result of ouch partial taking or
conveyance the size, layout or location of the remaining parking facilities will violate the
requirements of the applicable zoning or similar law (or any permitted variance or exception thereto),
than in any or all such events notwithstanding the fact that llie demised premiss are not to taken or
conveyed, Landlord shell have the right and power, at its option to be exercised by written notice to
Tenant, to terminate this Lease effective either the date title vests in the condemning authority or
the date Landlord is required to deliver- possession of the: part so taken or conveyed; provided,
however, in the event of a taking or conveyance described in clause (b), if Landlord shell take
immediate steps towards eliminating such violation, this Leaase shall be unaffected and remain in full
force and effort. In any event, Tenant shall 'have no claim against Landlord or the condemning
authority for the value of, any unexpired term of this Less*.
56CfIOM 17.04. "A m es.
In the even oRany condemnation or taking as hereinbefore provided, whether whole or
partial, the Tenant shall not be entitled to any part of the award as damages or otherwise for such
condemnation and Landlord and any mortgagee of Landlord are to receive the full amount of such award
as their respective interests may appear. Tenant heresy expceasly waives any right at Clain to any
part thereof and assigns to Landlord any such right or Claim to which Tenant might become entitled.
SECTION 17.05. Tenant's Comma".
Althou a _ domsgee'in the event of any condemnation are to belong to the Landlord and tiny
mortgagee of Landlord as aforesaid, whether such damages ere awarded an full eoepensstion for
diminution in value of the lossohold or to the fee of the leased premises. Tenant shall have the right
to the extant that name shall not diminish the Landlord's or such nortgagse's award: to claim end
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recover from the condemning suthority,:but not from Landlord or such ,mortgagee, such compensation as
may be separately awarded or recoverable by Tenant under the Eminent Domain Code in Tenants own right
for or on account of, ,and limited solely to, any cost to which Tenant might be put in removing
Tenant's merchandise, furniture, fixtures, and cquipsent.
ARTICLE XMIII
BANKRUPTCY OR INSOLVENCY
SECTION 18.01. 8snkru tc? or Irt?solven?.
(a) If e;t any time priar to the date herein fixed as the commencement of the term of this
Lease of at any time thereafter there shall be filed by or against Tenant in any court pursusnt to any
statute either of the United States or of any state, a petition in insolvency, or if Tenant wakes an
assignment for the benefit of creditors or if there is an assignment by operation of law,. at if Tenant
makes application to Tenant's creditors to settle or compound or extend the time fat payment of
Tenant's obligation, or if any execution or attachment shall be levied upon any of the Tenant's
property or the demised premises are taken or occupied of attempted to be taken or occupied by someone
other then the Tenant, then this Leese shall at the Landlord's option be cancelled and terminated end,
in which event, neither Tenant nor any person claiming through or under Tenant or by virtue of any
statute or of an order of any court shall be entitled to possession of the demised premises.
(b) if at any time prior to the data herein fixed ea the commencement of the term of this
Lease or at any time thereafter there shall be filed by or against Tenant in any court of the United
States a petition in bankruptcy or for reorganization or for the appointment of a receiver at trustee
of all or a portion of Tenant's property, theh this Lease shall at 'the Landlord's option be cancelled
and terminated if ouch cancellation or termination is permitted' by the applicable low. If such
termination or cancellation is not permitted by the applicable law, then: (i) upon the filing of a
petition by or against Tenant under the Bankruptcy Code, Tenant$ as debtor and ae debtor in
possession, and any trustee who may be appointed, agree to perform each and every obligation of Tenant
under this Lease until such timeas this Lease is either rejected or assumed by, order of the United
States Bankruptcy Court; and to :pay monthly in advance on the first day of each month as reseanably
compensation for use and occupancy of the Premises an amount equal to all Annual Minimum Rent and
Additional Rent; and to reject or assume this Lease within sixty (SIl) days of the filing of such
petition under the Bankruptcy Code; and to give Landlord at least forty-five (45) days prior written
notice of any proceeding relating to any assumption of this Lease; and to give at least thirty (3U)
days prior written Aortic* of any abandonment of the Prominent any such abandonment to be deemed e
rejection of this Lease; and to do all other things of benefit to Landlord otherwise required under
the Bankruptcy Code; and to be deemed to have rejected this Lease in the event of the failure to
comply with any of the above; and to have consented to the entry of an order by an appropriate United
States Bankruptcy Court providing all of the above, waiving notice end hearing of the entry of asset
(ii) no default of this Lease by Tenant, either prior to or subsequent to the filing of such s
petition,, shall -be deemed to have been waived unless expressly done so in writing by Landlord; 040
it is understood and agreed that this is a Lease of real property in a-shopping center and of non-
residential reel property as such a lease is described or referred to in the 'Bankruptc'y Code; (iv)
included within and in addition to any other conditions or obligations imposed upon Tenant or its
successor in the event of assumption and/or assignment are the cure of any monetary defaults and the
reimbursement of pecuniary love within not mote than thirty (30) days of assumption and/or assignment;
and the deposit of an additional sum equal to three (3) months' Rent; and the use of the Premises as
set forth in the Indenture of this Leese and the quality and/or lines of merchandise of any goods or
services required to be offered for sale are unchanged; and the reorganized debtor or assignee of such
debtor in possession or of Tenant's trustee deaanstrates in writing that it hoe sufficient background
including, but not limited to, substantial retailing experience in shopping centers of comparable size
and financial ability to operate a retail establishment out of this Leese; and the Prwtiaes, at all
tio", remains a single store and no physical changes of any kind maybe made to the Premises unless
in compliance with the applicable provisions of this Lease.
ARTICLE XIX
EVENTS OF DEFAULT; LAN)LORD15 RMIES
SECTION 19.01. Events of Default.
The Foor?ow nq sFs vnatitute Events of Defauitr
(a) If tenant defaults in the payment of any mum of money (whether fixed Minimum Refit,
Percentage Rent, Tax Rent, Tenant's proportionate share of Operating Costs, the Utility Charge,
Promotion Charge, additlonal rant or otherwise) when duo end such default shall continue fort period
of more than ten (10) days after the date said payment is due.
(b) Except an to acta, defaults, omissions and/or occurrencee_ characterized, defined.
denoted, or identified in this Lease as Deliberate Events of Default, if Tenant defaults in fulfilling
any of the other covenants of this Lease on Tenant's part to be performed hereunder and such default
-22-
shall continue for the period within which performance is 'required to be made by specific previsdon of
this Lease, or, if no such period is provided, fifteen (I5) days eFtor the date of written notice from
Landlord to Tenant specifying the nature of said default, or, if the default so specified shall be of
such a nature that the some cannot be reasonably cured or remedied within said fifteen (15) day
period. if Tenant shall not in good faith have commenced the curing or remedying of such default
within such fifteen (15) day period and shall not thereafter diligently proceed therewith to
completion.
(c) If any execution or attachment shall be issued against Tenant or any of Tenant's
property and shall not be discharged or vacated within ten (10) days after the issuance thereof.
(d) Any event described in Section 18.01.
(e) If Tenant shall abandon the demigod premises or if the demised premises shall be
permitted to beeves vacant, or shall fail to keep the demised premises continuously and
uninterruptedly open fat business.
SECTION 14.02. Deliberate Events of Default..
(a) -GawLbstandn anything of the contrary out forth in this. Lease, of Tenant shall
default (1) in the timely payment of Fixed Minimum Rent, -Percents" Rent, tax Rent, Tenant's
proportionate share of Operating Costs, the Utility Charge, -or Promotion Charge or in the timely
reporting of Gross Sales or any of them, and any such default shall be repeated two (2) times in any
period of twelve (12) months; or (2) in the performance of any other covenant of this Lease more than
three (3) tunes in any period of twelve (12 months, then, notwithstanding that such defaults shall
have been cured within the 'period after notice as above provided, any further similar default within
such twelve (12) month period shall be deemed to be a Deliberate Event of Default.
(b) Any default, act, omission or occurrence characterized, defined, demoted, or
identified elsewhere in this Lease as a Deliberate Event of Default shall also be a Deliberate Event
of Default
(c) In the event of a Deliberate Event of Default, Landlord, without giving Tenant any
notice andwithout affording. Tenant an opportunity to cure the default (Tenant hereby specifically
waiving any right of tender) may exercise any or all of its rigtvts under this tease in addition to
those it may have at law or in equity.
SECTION 19.03. Termination.
upon orhe occurrence of any one or more of such Event of Default or Deliberate
Events of Default, if the term shall not have commenced, Landlord may immediately pencel this Lease by
written notice to Tenant, or if the tore shall have commenced Landlord may serve upon lament a written
notice that this Lease and the term will terminate on a date to be specified therein, which shell not
be less than ten (10) days after the date of such notice and, in either event, Tenant 'shell have nu
right to avoid the cancellation or termination by payment of any sum due or by other performance of
any condition, term or covenant broken. Upon the date specified in the aforesaid notice of
termination, this Lease and the term hereof shall terminate and come to an and as fully and completely
as if such date were the day herein definitely fixed for the end and expiration of this Lease and such
term, and Tenant shall then gait and surtender the desisad premisss to Landlord, but mtNithatsnding
any statute, rule of law, or decision of any court to the contrary, Tenant shall rommirwilable as set
forth hereinafter. Notwithstanding Landlord's election to terminate this Lease, Landlord my, at its
option, reinstate this Lease at any time thereafter, and a letter from Landlord, Agent or the attorney
for Landlord or Agent setting forth Landlord's exercise of 'Lis _option to reinstate the Lease Shall be
sufficient to reinstate this tease upon all of its terms and conditions, without any other notice to
or from either party to the other.
SECTION 19.04. Right of Poss ion.
Upon or enter any one or more Events of Default or Deliberate Events of Default; at if the
notice provided for above in Section 19.03 hereof shall have been given and this Lassa whs11 be
terminated; or if the demised promises become vacant or deserted; then, in all or any of rush events,
in addition to, and not in lieu of, all other remedies of Landlord, Landlord may without notice
terminate all services (including, but not limited to, the furnishing of utilities) and/or re-enter
the demised premises, either by force or -otherwise, and/or by, summary proceedings or otherwise
dispossess Tenant and the legal representative of Tenant or other occupant of the demised premises,
end remove their effects and repossess and enjoy the demigod premises, together with all altsrstions,
additions and improvements, all without being liable to prosecution or damages therefor.
SECTION 19.05. Additional Remedies of Landlord.
(a) In the ovviiit any Ven of Default, Deliberate Event of Default, re-entry,
termination and/or dispossession by summary proceedings or otherwise, in addition to, and not in lieu
of, all other remedies which Landlord has under this Lease, at law or in eq.?itys (1) the Fixed Minimum
Rent shall become due thereupon and be paid up to the time of such re-entry, dispossession and/or
eKpirstionT and (2) Landlord may, in its sole discretion, relot the demised presisss or arty part or
parts thereof, either in the nags of Landlord or otherwise, for a term which may at Landlord's option
be less than or exceed the period which would otherwise have constituted the balance of the term of
this Lease, and may grant concessions or free rent; provided, however, Landlord is expreasly under no
obligation to relet the deaiaed premises; and (3) Tenant or the legal representative of Tenant shall
also pay Landlord, at Landlord's option and whether or not Landlord has terminated or cancelled this
Lease, as liquidated damages for the failure of Tenant to observe and perform said lenant'a cotenants
21 -
herein contained, for each month of the period which would otherwise have constituted the balance of
the term, the excess, if any, of the sum of one monthly installment of Fixed Minimu Rent, one-twelfth
(1/12th), of the annual average Percentage Rent payable hereunder for the three (3) lease years
immediately preceding (or for the entire preceding portion of the term of this Lease if less than
three (3) lease years), the monthly portion of the payment of Tex Rent that would have been payable
for the period in giestion but for such re-entry or termination, the utility Charge payable for such
month computed on the basis of the average monthly charge for the said three ()) preceding lease years
or entire preceding portion of the term, as the case maybe, the monthly payment of Tenant's current
proportionate share of Operating Costs, the Promotion Chargo computed on a monthly basis over the net
amount, if any, of the rents actually collected on account of the lease or leases of the demised
premises for such month. The refusal or failure of Landlord to relet the demised promises or any part
or parts thereof shall not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as Landlord may incur in
connection with reletting, such as court COSts, attorneys' fees and disboreements, brokerage end
management fees and commissions,_ cost of putting and keeping the defined promises in good order and
costs of preparing the demised premises for reletting as hereinafter provided. any such liquidated
damages shall be paid in monthly installments by Tenant on the day specified in this Lease for the
payment of Fixed Minimum Rent and any action brought to collect the amount of deficiency for any month
shall not prejudice in any way either the rights of Landlord: to c611set the deficiency for any
subsequent month by a similar proceeding; provided only that such liquidated damages shall be reduced
by the amount, if any, of monthly liquidated damages collected by Landlord minus the actual cost
(including attorneys' fees a" casts) Of collecting such monthly liquidated damagea. Landlord, at
Landlord's option, say make such altermtions, repairs, replacemonts and/or decorations in the demised
premises an Landlord in Landlord's sole judgment considers advisable and necessary for the purppse of
resetting the demised premises; and the making of such alterations and/or decorations shall not
operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no
event be liable in any way whatsoever for failure to relet the demised premises, or, in.the event that
the demised premises are relet, for failure to collect the rent thereof under such relettinQg.
(b) In any of the circumstances mentioned in the foregoing Section 19,f1S(a) in, which
Landlord shall have the right to hold Tenant liable as therein provided, Landlord shall have the
election, i.: place and instead of holding Tenant so liable, forthwith to recover against Tenant, as
liquidated damages for loss of the bargain and not as a penalty, a sum equal to the Fixed Mintmom Rent
multiplied by the number of months and fractional month which would have constituted the balance of
the term, together with costs and attorneys' fees.
(c) In the event of a breach or threatened branch by Tenant of any of the covenants or
provisions hereof, -,Landlord shall have the right of injunction and the right to invoke any remedy
allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein
provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any
other remedies under this Lease, or now or hereafter existing at law or in equity or by statute.
(d) Tenant hereby expressly waives the service of' notice of intention to re-enter or to
institute legal proceedings to that end and any and all rights of redemption granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the
event of Landlord obtaining possession of the de*ised premises by reason of the violatlon by Tenant of
any of the covenants and conditions of this Lease or otherwise. The words "re-enter" and "reentry"
as -used in this Lease are not restricted to their technical legal meaning.
SECTION 14.06. Confession of .]:oddment.
(s) on the occurrences Or any Event of Default, or in the event of a Deliberate' Event of
Default as defined herein, Tenant hereby empowora any Prothonotary or any attorney of any court of
record within the United States or elsewhere to appear for Tenant with declaration flied, and confess
judgment in favor of Landlord, its successors or assigns, we of any tern, for any determined amount to
which Landlord would be entitled as damages under the provisions of Article X1X hereof including also
an attorney's fee for collection of the same of five percent (54) of the total amount of such damages,
together with costs of suit, and Tenant hereby woiveg all errors, defects and imperfections in
entering said judgment or in any writ, or process, or proceeding thereon or thereto or in any wise
touching or concerning the same; and for the confession and entry of such judgment, this Lease or a
true and correct copy thereof shall be sufficient warrant and authority. The authority and power
contained herein shell not be exhausted by one exercise'thereaf, but judgment may be confossed as
aforesaid from time to time end as often as there is an occurrence of any Event of Default, or in the
event of a Deliberate Event of Default as defined herein; and furthermore ouch authority end power way
be exercised during the original term and any extension or renewal thereof, or after the expiration or
earlier termination of the terns hereof.
(b) When this Lease shell be terminated or cancelled by reason of the breach Of any
provision hereof, either during the original 'term of this Lease or arty renewal thereof, and also as
soon as the tern hereby created or any renewal thereof shall have expired, it shall be lawful for any
attorney as attorney for Tenant to file an agreement for entering in any court of competent
jurisdiction an amicable action and confession of judgment in ejectment against TenanL and all persona
claiming under Tenant for the recovery by Landlord of possession of the demised premises, for which
this lease or a true and correct copy thereof shall be his sufficient warrant, whereupon, if Landlord
so, desires, a writ of possession may issue forthwith, without any prior writ or proceedings
whatecover, and provided that if for any reason after ouch action shall have been commenced the acme
shall be terminated and possession remain in or be restored to Tenant, Landlord shall have the right
. 24 -
upon any subsaguent default or defaults, or upon the termination or cancellation of this Lease as
herainbefore set forth, to bring we or more amicable action or actions as hereinbefore met forth to
recover possession ev aforesaid,)
SECTION 19.01. Waivers.
(a) enWint expressly waives:
(1) The benefit of all laws, now or hereafter in force, exempting any goods on the
devised premises, or elsewhere, from distraint, levy or sale in any legal proceedings taken by
Landlord to enforce any rights under this Lease.
(2) The benefit of all laws now made or which may hereafter be made regarding any
limitation as to the goods upon which, or the time within which, distress is to be made after the
removal of goods, and further relieves Landlord of the obligation of proving or Identifying such
goods, it being the purpose and intent' of this provision that all goods of Tenant, whether upon the
demised premises or not, shall be liable to distress for rent.
(3) The right to issue a writ of replevin for the recovery of any goods seized under
a distress for rent or levy upon an execution for rent, daneges or otherwise,.
(4) The right to delay execution on any real estate that way be levied upon to
collect any, amount which may become due under the terms and conditions of this Lease and any right to
have the some appraised, and Tenant outhorites any Prothonotary or clerk to enter a writ of execution
or other process upon Tenant's voluntary waiver and further agrees that said real estate may be sold.
on. awrit of execution or other process.
-(5) All rights under any law, ordinance or statute relating to Landlord and Tenant
rights to the extent of hereby authorizing the sale of any gouda distesined for rent at anytime after
seven (7) days frost said distraint without appralsesent and condemnation thereof.
(6) The right to three (3) months' notice end/o3 ftfteen (15) or thirty (30) days'
notice required under certain circtmatances by The Pennsylvania Landlord and Tenant Act of 1931, as
amtnded, hereby agreeing that any notice time period as required in this Lease Agreement shall be
Sufficient in either or any such ease. Landlord and Tenant agree that this Section (f) shall only be
applicable if the devised premises5 is situate in Pennsylvania
(b) The parties hereby waive trial by jury in any action, proceeding or counterclaim
brougnt by either party against the other on any matter 'whatsoever arising out of, or in any way
connected with, this Lease, the relationship of Landlord and Tenant created hereby, Tenant's use or
occupancy of the Demised Premises, and/or any claim for injury or damage. In the event Landlord
commences any action ur proceeding far nonpayment of 'Kinioum Rent or any items of additional rent due
hereunder, Tenant shall not Oterpose any counterclaim of any nature or description in any such action
or proceeding. The foregoing, however, shall nat be construed as a waiver of Tenant's right to assert
such claim in a separate action or proceeding instituted by Tenant.
ARMLE XX
SECTION 20.41. Access YX Landlord.
Landiem?y at a reasonable times during the taro of this Lease enter to inspect the
demised premises: and/or may show the demised premises and building: to others. At any time within opo
(1) year immediately preceding the 'expiration of the term of this Lease, Landlord shall have the right
to display on the exterior of the demised premises (but not to as to unreasonably obstruct the view
thereof or access thereto) the watomery "for Rent" sign and during such period 'Landlord 'may show the
premises and all parts thereof to prospective tenants between the homers of 9100 A.M. and 9sOO P.M. on
any day. Landlord also reserves the right after notice of intention to so enter (except that in the
event of an emergency, no notice shall be required) to enter the premises at any Line and from time to
time to make such repair. additions or alterations ea- it may deem necessary for the safety,
improvement or preservation thereof, or of the building in which the devised premises is contained,
but - Landlord assumes no obligation to do so, end the performance thereof by Landlord shall not
constitute a waiver of Tenant's default in failing to perform the same. Landlord shall in na event be
liable for any inconvenience, disturbances, loss of business or other damage to Tenant by reason of
the performance by Landlord of any work in, upon, above or under the devised premises. If Tenant
shall have vacated or deserted the demised premises or in the event of an emergency, or if in any
other instance after Landlord has given notice of Landiord's intention to enter, Tenant or Tenant's
employees shall not be personally present to permit an entry into the demised premises, then, in any
such event, Landlord or its agents or employees may enter the some by the use of force or otherwise
without rendering Landlord liable therefor, and without in any manner affecting Tenant's obligations
under this Lease. The exercise of any such reserved right by Landlord stroll not be deemed an eviction
or disturbance of Tenant's use and possession of the premises and shall not render Landlord liable in
any manner to Tenant or to any other person, nor shell the same constitute any grounds for an
abatement of any rent hereunder.
SECTION 20.02, Holdi Over.
Should Tenant 10d over in possession of the demised pramsissa after the expiration of the
term hereof withoutthe execution of a new lease agreement or eatenalon or renewal agreement, Tenant,
.. 25
u?
at the option of Landlord, shall be deemed to be occupying the devised premises from month to month,
N'?y subject to such occupancy being terminated by either party upon at least thirty (30) days' written
F- notice, at the rental, including, but not limited to, fixed Minimum Rent computed at a 'rate which is
`,•.daubla_.the. fixed Minimum Rent rate in effect for the last full month of the term of this Lease,
w Percentage Rent, Tax Rent, Tenant's proportionate share of Operating Costs, the Utility Charge,
r, Promotion Charge, and additional gent all calculated, from time to time, as though the term of this
Loose had continued and otherwise mi.,eject to all of the other terms, covenants and conditions of the
Lease insofar as the same may be applicable to a month to month tenancy.
(D
p SECTION 20.03. Succeasors.
All rights, obligations and liabilities herein given to, or imposed upon, the respective
r- p,erties hereto shall extend to mind bind the several respective heirs, executors, administrators,
trustees, receivers, legal reprasentativas, Successors and "ensigns of the said parties; and, if there
m shall be pore than one tenant, they shell all be bound jointly and severally by the terms, covenants
and agreements herein.. No rights, however, shall inure to the benefit of any aasigge41 legal
0
representative, trustee, receiver, legatee Or other personal representative of Tenant unless the
assignment to such party has been approved by Landlord in writing as provided in Section- 14.01(.e)
hereof. Any reference to any department Store herein shall sppiY to its Successors, replacements or
assigns.
SECTION 20,04. 21ALEn nt.
So long as .errant shall pay the rents herein provided within the respective times provided
therefor, and provided and so long &I Tenant observes and perform$ all the covenants, terms and
conditions on Tenant's pert to be observed end performed, Tenant shall peaceably and q.iietly hold and
enjoy the oenlaed prewisee for the tore hereby demised without' hindrance or interruption by Landlord
or any other person or persons lawfully claiming by, through or under Landlord, subject, nevertheless,
to the terms and conditions of this Lease. Landlord's liability under this Section shall Cease upon a
conveyance by landlord of the premises.
SECTION 20.05. Waiver.
The waiver by Landlord of any breech of any term, covenant or condition herein contained
shall not be deemed to. be a waiver or any subseW.ent breach of the same or a waiver of any other: term,
covenant or condition herein enntr ned. The subsequent acceptance by Landlord of rent doe harsunder
or any or all other monetary obligations of Tenant hereunder, whether or not denoted as rent
hereunder, shall not be deemed to be a waiver of any preceding breach by Tenant of any term, Covenant
or conditi,.n of this Lease, other than the failure of Tenant to make the particular payment so
accepted, regardless of tandlord0s knowledge of such preceding breach at the time of acceptance of
such rent. No covenant, term or condition of this tease shell be deemed to have been waived by
Landlord, unless such waiver be in writing and executed by Landlord.
SECTION 20.06. Custom and Usage.
Any law. usage or custom to the contrary notwithstanding, Landlord shall have the 'right at
all times to enforce the covenants and conditions of this Lease in strict accordance with the terms
hereof, notwithstanding any conduct or custom on the part of the Landlord in refraining Prow so doing
at any time or times with respect to the Tenant hereunder or with respect to other tenants of the
Shopping Center, The failure of Landlord at any time or tires to enforce its rights under said.
covenants and provisions strictly in accordance with the same shall not be construed as having created'
s custom in any way or manner contrary to the specific terns, provisions and covenants of this Lease
or as having in any way or manner modified the same.
SECTION 20.07. Accord and Satisfaction.
No payAant by Henan of receipt by Landlord of a lesser amount than any payment of rent or
additional rent herein stipulated shall be deemed to be other than on account of the earliest'
stipulated rent or additional rent then due and payable, 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 in this Lease, at law or in equity.
SECTION 20.08. Perf of Tenant'* Covenants.
Tcnan eft"VrOn.5vto a agrees et it rill perform all agreements and observe all covenants
herein expressed on.: is part to be performed and observed and that it will promptly, upon receipt of
written notice specifying action desired by Landlord in connection with any such agreement or
covenant, comply. Kith such noticeT end further, that if Tenant shell not comply with any suCh.notiCe
to the satisfaction of Landlord prior to the date on which such noncompliance would constitute an
Event of default, in addition to, and not in lieu of or in limitation of any other remedy which
Landlord may have pursuant to this Lease, at law or in acpity, Landlord may, but shall not be
obligated to, enter upon the premises and do the things specified in said notice. Landlord shall have
no liability to Tenant fair any Jos or damage resulting in any way from ouch action and Tenant +rgroes
to pay upon demand, as 'additional cent, any expense incurred by Landlord in taking ouch action,
Notwithstanding the foregoing, Landlord's performance of any or all of tenant's covenants shall hot
release. Tenant from liability for non-perforaance•
- 26 -
SECTION 20.04. 'Entire _ifgr_e_e ,ntt.
The Inn-metre nease, the Lease Agreement, the Exhibits and Rider, if any, act forth all
the covenants, promises, agreements, conditions and understandings between Landlord and Tenant
concerning- the demised premises and there are no 'covenants, promises, agreements, Conditions or
understandings, either oral or written, between them other than ae herein set forth. All prior
communications, negotiations, arrangements, representations, agreements and understandings, whether
oral, written or both, between the parties hereto, end their representatives, are merged herein and
extinguished, this Lease superseding and cancelling the same. Exempt 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 executed by the party against which such subsequent alterations,
amendment, change or modification is to be enforced. If any provision contained in any rider hereto
is inconsistent with any printed provisions of this Lease, the provision contained in such rider shall
supersede said printed provision. Tenant hereby acknowledges that: (a) this Least contains no
restrictive covenants or exclusives in favor of Tenant; (b) this Lease shall not be deemed or
interpreted to contain, by implication or otherwise, any warranty, representation or agreement on the
pert of Landlord that any department store or regional of national chain store or any other merchant
shall open for business or occupy or continue to occupy any presides in or adjoining the F wppin0
Center during the term of this Lease or any port thereof and Tenant hereby expressly waives all claim
with respect thereto and acknowledges that Tenant ia.not relying on any such warranty, representation
or agreement by Landlord either as a matter of inducement in entering into this Lease or on a
condition of this'Lesse or as a covenant by Landlord
SCCT10N 10.10. No Pa tnersh-
Landlo end du s not, in any way or for any purpose, become a partner of Tenant in the conduct
of its business, or otherwise, or joint venturer ors member of a joint enterprise with Tenant. The
provisions of this Lease relating to the Percentage Rent payable hereunder are included solely for the
purpose of providing a method whereby adequate rent its to be measured and ascertained.
SECTION 20.11, Notices.
A11 payments of rent and any and all other monetary obligations of Tenant accruing
hereunder, whether or not denoted as rent, shill he paid to Landlord or its agent at the address set
forth in the Indenture of Lease, until Tenant is notified otherwise in writing, and all notices given
to Landlord hereunder shall be in writing and forwarded to it at such address, postage prepaid, by
registered or certified mail, return receipt requested, or prepaid by any nationally recognised
express or overnight nail delivery service which provides proof of receipt. All notices to Tenant
shall be forwarded to it at the address set -forth in the Indenture of Lase, until Landlord is
notified otherwise in writing,, by postage prepaid, registered or certified mail, return receipt
requested, or prepaid by any nationally recognized express or overnight mail delivery service, which
provides proof of receipt, or by delivery in parson and in the event of a delivery in person, the
affidavit of the person making such delivery shall be conclusive proof of the delivery and of the date
and time of such delivery. All notices shall be deemed to have been given on the date when depomitad
in the sail receptacles maintained by the corporation which has been chartered by the United States
Government to operate and deliver the mail, deposited with the express or overnight mail service as
aforesaid or, in the case of notices delivered in person to Tenant, when so delivered. Notices by the
Landlord may be given on its behalf by Agent or by any attorney for Landlord or Agent.
SECTION 20.12. C tions and Index.
The cap loom aAF x appearing in this Lease are inserted only as a setter of convenience
and in no way define, limit, construe or describe the sieope or intent of such sections or articles of
this Lease nor in any way affect this Lease.
SECTION 20.13. Tenant DDef?inedl Use of Pronoun.
The word anT?snt" sheTI-bed and taken to mean each and every person or party
mentioned as a Tenant herein, be the same one or morei and, if there shall be more then one Teerent,
any notice required or permitted, by the terns of this Lease may be given by or to any one thereof, and
shall havethe same force and effect as if given by or to all thereof. The use of the neuter singular
pronoun to refer to Landlord or Tenant shall be deemed a proper reference even though Landlord or
Tenant may be an individual, a partnership, a corporation, or a group or two or more individuals or
corporations. The necessary grammatical rh". go required to make the provisions of this Lease apply
in the plural number where there is more than one Landlord or tenant and to either corporations,
associations, partnerships or individuals, pales or females, shall in all instances be assumed so
though in each case fully expressed.
SECTION 20.16. N Lion of Personal Liability.
Notwi np anyth n g con mined herein to the contrary, Tenant agreed that Landlord
shall have no personal liability with respect to any of the provisions of this Lease and Tenant shall
took solely to the estate and property of Landlord in the land and buildings comprising the Shopping
Center of which the demised premises forme a part for the satisfaction of Tenant's remedies,
including, without limitation, the collection of any judgment or the enforcement of any other judicial
process requiring the payment or expanditure of money by Landlord in the event of any default or
breach by Landlord with respect to any of the terms and provisions of this Lease to be observed and/or,
performed by Landlord, subject, however, to the prior rights of any holder of any Nortgago covering
- 27 -
all or port of the Shopping Center, and no other assets of Landlord or any principal of Landlord cull
be subject to levy, execution or other judicial plgeess for tM satisfeetton Of'Tenent's Claim end, in
the event 'Tenant obtains a Judgment against Landlord, the judgment docket.0011 be so noted. This
Section shall inure to the benefit ofLandlord's s cue. I. and ss gns and their respective
principals. (Ccxltil><led on Page 29, AddeMw 2.74 Nesaatim of alsrnal Liabi?it1. )
SECTION 20.15. Effec of Core ntal _L I a ion on 12 g" Othes
In the event that any law, c Tula or raga aI`t ?? governmental body having
jurisdiction shell have the effect of limiting for any period of time the amount of rent or other
charges payable by Tenant to any amount less then that otherwise provided pursuant to this Lease, the
following anounto shall nevertheless be payable by Tanantt (a) throughout such period of limitation,
Tenant shall remain liable for the maximum mount of rent and other charges which are legally payable
(without regard to any limitation to the 01004nt thereof eit0tatied in this Lease except that all
amounts payable by reason of this Section Z01.15 shall net in the aggregate exceed the total of all
amounts which would otherwise be payable by Tenant pursuant to the terms of this tease for.thc period
of limitation), (b) at the termination of such period of limitation, Tenant shall pay to Landlord, on
demand but only to the extent legally collectible by Landlord, any amounts which would have been duc
from the Tenant during, the period of limitation but which were not paid because of such limiting law,
decision, rule or regulation, and (c1 for the remaining 'tors of this Lease following the period of
limitation, Tenant shall pay to.landlord all amounts due for such portion of the teem of this Lease in
accordance with the terms hereof calculated as 'though 'there had been no intervening period of
lid,itetion,
SECTION 20.16. Partial Invalidity; 5 crate_ Covenant*.
If any term, Covenent or Condition o s Lease or the aWDliCSt!ion thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remalnder'or this Lease or the
application of such term, eovenant or condition to parsons or circumstances other than those as to
which it is hold invalid or unenforceable shall not be affected thereby and each tans, covenant and
condition of this lease 'shall be valid and be enforced to the fullest extent permitted by law.
Furthermore each covenant, agreement, obligation and other provisioo contained in this Lease is, and
shall be deemed and construed as, a separate and independent covenant of the party bound by,
undertaking or making the sama, and not dependent on any other provision of this Lease unless
expressly so provided.
SECTION 20.17. Recording.
Tenant shall not record this Lease without the written consent Of LSnOord. If Tenant
regLaests, and Landlord consents, the parties shall execate and acknowledge a short form of Lease for
recording purposes which shall be recorded at Tenant's expense.
SECTION 20.18. Broe fiCommiss on.
Landlo and enant each warrant to the other that neither has been represented by any
Broker with regard to this Lease Agreement. Further, Landlord and Tenant each agreeto indeenify and
hold harmless the other should any claim be made by any Broker claiming to have represented tither
Landlord or Tenant regarding this Lease Agreement.
SECTION 20.19. Construction.
It is n an of: the parties hereto :that if any term, covenant, gonditian or agreement
of this Lease is capable of two or mote constructions, one of more of which would render the provision
void, and the other or others of which would render the provision valid, then the provision shall have
the meaning or meanings which would render it valid.
SECTION 20.20. PsE 1
If the arm o!r this Lease shall not have comsenced within three (j) years of the date
hereof, then this Lasse automatically shall become null and void and both landlord and Tenant shall be
relieved of all obligations hereunder.
SECTION 20.21 Cice, of aw
This rise ell construed and enforced in accordance with the lowe!an6 jurisdiction or
the :State in which the demised premises is situate.
SECTION 20,22. Joint Preparation
This Lease is to be deemed to have been prepared jointly by the partite hereto and any
uncertainty or ambiguity existing herein, if any, shall not be interpreted against any party, but
shall be interpreted according to the application of the rules of interpretation for arm's length
agreements.
SECTION 20.23. Interlineetion
Whenever in this tease any printed portion has been stricken. out, whether or not any
relative provision has been added, this Lease shall be construed as it the material so stricken was
never included herein and no inference shall be drawn from the material so stricken out which would be
28 -
inconsistent in any ray with the construction or interpretation which would be appropriate if such
material were never contained heroin.
SECT 1ON 20.THE 5 _Z?0 TENANT Ttnant.
OF THIS LEASE SHALL HAVE NO BINDING FORCE OR EFFECT,
SHALL NOT CONSTITUTE AN OPTION FOR THE LEASING OF THE DEMISED PRE M SES, NOR COWER ANY RIGHTS OR
IMPOSE ANY OBLIGATIONS UPON EITHER PARTY UNTIL THE EXECUTION THEREOF BY LANDLORD AND THE DELIVERY OF
AN EXECUTED ORIGINAL COPY THEREOF TO TENANT OR ITS REPRESENTATIVE.
Ap6EbtUN TO SECTION ?0.14. Neoatign of entsonal Liability.
The referent" to "Landlord in this Lease shall be limited to mean and include only the owner
of the Shopping tenter of which the Premises forms a part. Im'the event af'a sale'-or transfer of such
interest (except a Mortgage or other transfer as security rot,* debt), the "Landlord" initially named
herein, or in the case of a aubsequent transfer the transferor, as of the date of such transfer,
shall be automatically released from all liability for the perforwnce or dbearvancs of any term,
condition, covenant or obligation required to be performed or observed by Landlord herauoderi and the
transferee shall be deemed to have assumed all of such terme, conditions, Covsnents and tbli0at)bns
except as to pre-existing defaults by Landlord. The covenants and obligation contained in this Lease
to be performed on the part of "Landlord" shall be binding on the Landlord or any transferor only
during the periods In which it is a Landlord hereunder. The now and designation Crown American
Realty trust is the name of the Trust and the collective designation of the Trustees from time to time
under the Declaration of Trust, s?.ereded snd restated as of August 6, 1"3, and as may be further
amended and/or restated, ¦nd all persons dealing with the Crown American Realty Trust must look solely
to the Shopping Center for the enforcement of any claims against Crown Aiericsn Realty Trust, as
neither the Trustees, officers, agents or shareholders of the Crown American Realty Trust assume any
personal liability for obligations entered into by the Crown American Realty trust by resew of their
status as said'Truatee, officer, agent Or shareholder.
-24-
CAPITAL CITY MALL
Camp Hill, PA
Revl8loa Date: April 17, 1997
JOHN CRAIG FASHIONS - RM #432
EXHIBIT "A"
(MODIFIED' "AS IS")
1. A. Tenant has inspected the premises and agrees to accept the premises in an "as is" condition-
Except as provided in the foregoing !,ease Agreement, this Exhibit "A" and the Exhibit "A• l "
drawing attachment, Landlord shall not be required to expend any amount of money or do any
other act which might be required to make the demised premises suitable for the use permitted
in the Lease Agreement.
B. Existing Conditions:
Refer to attached drawing (Exhibit A-1) for additional information regarding certain existing
conditions, limitations of Landlord provided work and specific responsibilities of the tenant.
The drawing (Exhibit A--0 information shall take precedence over any conflicting information
as contained herein.
2. Tenant's Plans and Specifications:
A. Complete professionally prepared working drawings and specifications shall be submitted
for review and/or approval by Landlord within thirty (30) days after the Landlord provides
the tenant with a criteria package for the demised space,
6. Drawings and specifications shall be prepared and arranged in four (4) categories as
applicable: Architectural, H.V.A_C., Plumbing and Electrical. The practice of combining
two or more groups onto one plan should be avoided. Each group shall be clearly
designated. Plans shall be drawn at 1/8" scale or larger, on a standard paper size no larger
than 30'x 42" throughout. All drawing submissions shall include properly completed
Landlord Construction Standards (LCS) Drawings (set of LCS Drawings are part of Tenant
Criteria Package).
C. During all phases of plan development and prior to bidding or commencing of
construction, the tenant shall make a physical on-site inspection of the demised space and
verify conditions, dimensions etc. of the demised space. Failure to do so shall be at the risk
and sole expense of the tenant.
D. Landlord's plan review and/or approval is for compliance with Landlord's criteria only,
and this approval does not relieve tenant of responsibility for compliance with local, state
and federal codes, and regulatory agencies governing this area.
} pet ihe dmwisv$ foe r,
Pate 1
3. Compliance:
Tenant shall be required to attain all necessary approvals and permits from state and local
governing authorities including a final inspection and a Certificate of Oc=cupancy, as required.
Tenant shall also comply with any requirements of the American's with Disabilities Act (A.D.A.)
as applicable and as mandated by local and state authorities.
a. Mandatory Remodeling Requirements:
If the store has not been remodeled within the last three (3) years, the foliowt:n, rcc wry: ments
will apply. If the store has been remodele=d withi=n the past three: 0) years, remc mild.
re quirements will be enforced at Landlord's option.
Mandatory Remodeling Requirements Include:
A, Storefront - Landlord does encourage pop-outs of storefronts, and/or sign band area.
Final pop-out limitations shall be determined by the Landlord. No more than 50`,tE of
storefront to be open to the mall common area. Minimal storefront remodeling
requi=rements would include all new finishes, materials, and sigrtage.
B. HVAC Uttit If unit is more than ten (10) years old, Landlord will require a written
statement from a bonafide HVAC Contractor that the unit has been inspected in all phases
of operation and is in good working condition.
C. All electrical work shall comply with the latest National' Electrical Code (N.E.C.), and all
Federal, State and Local Codes. Landlord does not Permit:
1. Exposed light source in public or sales area.
2. Romex -All wiring must be in conduit.
D. Ceiling Tile - Landlord mc,-ommends the use of a Tx T ceiling the pattern.
E. The. tenant's store design, drawings, specifications and construction must comply with all
the Landlord requirements presented Within the Tenant Design & c=onstruction Criteria
Handbook. Tenant, tenant's agents, tenant's architect and/nr engineer, and tenant's
contractor(s) and/or subcontractor(s) are responsible to comply with all Landlord
requirements and specifications
5. Tenant's Construction/ Remodel Work
Tenant shall promptly commence and thereafter diligently proceed with and complete the
remodeling of the demised premises within sixty (60) days after the approval of such plans and
specifications. If Tenant shall neglect, fail or refuse to commence its work asaforesaid or
thereafter neglects, fails or refuses to diligently proceed with and c=omplete iLs work, the
Landlord, in addition to other rights or remedies it may have and after fifteen (15) days notice
to Tenant, may (a) complete Tenant's remodeling work at Tenant's expense and thereupon the
Rental Commencement Date shall occur and all of Tenant's payment obligations pursuant
thereto will commence, (b) cause the kental commencement Date to occur and all of Tenant's
payment obligations pursuant thereto to commence, notwithstanding the incompletion of
Tenant's remodeling work, or (c) dcclare'the Lease canceled and of no further force and effect.
Page 2
A. Tenant's progress and workmanship is subject to Laindlord's inspection and approval. Any
violation involving the Tenant's store construction shall be corrected and made acceptable
to the Landlord, at the Tenant's sole responsibility and cast. Tenant's failure to correct
violations within fifteen (15) days of notice of same to the tenant shall, at Landlord's option,
result in correction of same by Landlord or its agent. Related costs will be billed to the
`enant as additional rent under the terms and conditions of the lease.
K. 'tenant shall perform and cause tenant's contractor(s) and subcontractor(s) to perform all
tenant's work in a manner so as not to damage, delay or interfere with the prosecution or
completion of any work being performed by the Landlord or the Landlord's contractor(s) in
the demised space or in or about any other portion of the Shopping Center, or to comply
with all construction procedures and regulations prmribcd in, or pursuant to, this N-Hbit
"A" for the execution of the tenant's work and the coordination of such work with work
being performed by the Landlord or by the Landlord's contrac:tor(s)_
1. Landlord, in its sole discretion, and for any reason, shall have the right to order
tenant to terminate any construction work being performed byoron behalf of
tenant in the demised premises. Upon notification frorn Landlord to tenant to cease
any such work, tenant shall forthwith remove from the demised premises all
agents, employees and contractors of the tenant's performing such work until such
time as Landlord shall have given its consent for the resumptions of such
construction work and tenant shall have no claim for damage of any nature
whatsoever against Landlord in connection therewith,
2. Should tenant fail to comply with the rules and regulations established by landlord
or its contractors in any union contract to which Landlord, its contractors or any
subcontractor may be a party. Landlord shall have the option either to cancel the
lease agreement or to compel tenant immediately to suspend the work being
performed.'
3. All work must be performed by bonsfiide licenses contractor(s) and conform with
all applicable laws, rules, regulations, specifications, codes, and standards.
6. Insurance:
Tenant is responsible to furnish the Landlord with evidence of general liability and property
damages insurance coverage for the tenant's contractor(s) and/or sub- contractor(s) prior to
the start of any construction within the demised space. General liability insurance :shall be, a
combined single limit of one million dollars ($1,000,000.00). 't'enant shall indemnify and hold
harmless the Landlord from and against any claims, actions or damages resulting from the acts
or neglects cf the subcontractor(s) in the performance of the tenant's work.
7. Notification:
't'enant shall notify the Landlord a minimum of one (1) week prior to moving onto the job to
commence construction. Tenant must also check in with the mall mangerand present him/her
with a set of approved plans along with the building permit number (where applicable).
8. ' Service Charges:
The following services will be handled directly by the Mall Management office with all
associated costs invoiced to the tenant's contractor(s), unless directed otherwise by the, tenant in
writing to the Management office.
page 3
l ?
A. Trash dumpster will be provided and handled for the demised space up to the tenant's
opening date. Landlord will locate a construction dumpster. The tenant's contractor(s) or
subcontractor(s) are responsible to place all rubbish, construction trash and surplus
material in the dumpster. The tenant or its contractor(s) is cautioned against having trash
_accumulated within the demised.space. Should this develop, Landlord will remove the
trash and charge the tenant for all costs.
B. Temporary electrical service as necessary will be provided under the following conditions:
1. Termination of this service is at Landlord's sole discretion.
2. Landlord is not responsible. for interruption of this service.
3. one (1) hook-up is provided for the demised space.
C. Roof work and reflashing for HN.A.C. equipment, plumbing vents, penetrations, etc., shall
be provided by the Landlord's roofing contractor only (as per Landlord. construction
standard drawings). Tenant shall be responsible for the removal of any abandoned rooftop
equipment within the demised premises.
D. Sprinkler system modification with respect to the tenant design and specifications will be
performed by the landlord's Sprinkler contractor, in compliance with N.C.P.A. Regulations
and Landlord's Insurance Co.
9. Waiver of Liens:
A. Tenant agrcea to enter into Waiver of Liens Agreements or Waiver of:Riglts to file Lien
contract with any of its contractors, suboontrltctors, materialmen, or other persons
furnishing services, labor or materials concerning, in any way, wort to be completed in
part, or while, in connection with tenants work and provide Landlord with copies of same.
B. Any mechanic's lien filed against the demised premises or the Shopping Center for work
claimed tohave been done or for materials claimed to have been furnished' to Tenant shall
be discharged within twenty (20) days after filing by bonding or as provided or required by
law or in-any other lawful manner. Tenant's failure to comply with this (Paragraphs 9, A &
8) shall be deemed an event of default.
10_ Hazardous Materialx'
Tenant and/or its architect and/or contractor(s) and/or subcontractor(s) shall not specify,
furnish, install or ase any materials containing any hazardous or carcinogenic producing
materials in the completion of tenant's work. Ten (10) worlang days after completion of
tenant's work, the tenant or tenant's architect shall deliver to Landlord' a certification that none
of the materials used in the completion of tenant's work contains hazardous/or carcinogenic
producing materials.
11. HN.A.C. Maintenance:
Within ninety (90) days of tenant's opening for businmm, tenant is required to place in force
and keep in force for the full term of the lease agreement it maintenance agreement, with a
reputable' licensed company, for the service, repair and maintenance of all the tenant's HN.A.C.
unit(s) providing service to the demised space. The agreement shall provide for but not be
limited to at least four (4) inspection and services each year and a minimum of eight (8) filter
changes each year. A copy of the agreement roust be delivered to the Landlord.
Page 4
12 After Tenant opens for business, i andlord will be responsible for removing, Tenant's trash,
excluding grease trap residue, from the rear of the demised space to a compactor and/or
holding bin(s). Tenant shall contact mall management office prior to opening for business to
make all necessary arrangements for trash removal. Tenant is responsible to separate dry trash
from wet and suitably bag and/or containerize same as directed by the Landlord. A charge for
removal will be levied on the Tenant based on a fixed fee, subject to periodic escalation,
comparable to existing local rates.
13, Cash Allowance:
Landlord shall pay toTenanl the amount of the Tenant allowance set forth in Paragraph "G" of
the Indenture of Lease less any deductions for costs incurred by Landlord on Tenant's behalf or
other sums owed to Landlord by Tenant under this Lease: (1) after written request by Tenant;
and (2) upon compktion of Tenant's work as set forth in the Lease or any Exhibit or rider
thereto and approval thereof by Landbrd; and (3) the opening of business by Tenant and the
commencement of the payment of Med Minimum Rent and other charges under the Lease;
and (4) prawntment of an Electrical and Numbing Certificate to Landlord; and (5) receipt by
Landlord of properly executed -'Tenant's Affidavit", "General Contractor's Affidavit" and
"Final Waiver of Liens",' for the total amount of Tenant's actual cost of construction, attached
hereto as Exhibit "D" and (6) evidence of a state and/or local Occupancy Certificate.
Page 5
CRO 'NAMBRICAN
z EXISTING 'DOOR I- - •? - • -
C O R R {D Q R
To REMAIN-
+ - _ - -- _ -- - • - --- LOCATION ELECTRICAL SERVICE
AppRp
PRcmus E>dsTO _
r?t.ocATEa LuaX. Pu
RELOCATED
TI:
DEU
S Y
THE TO ACWC
-! LANDLORD SHALL PROVIDE 1 ELECTRICAL
436 BE MoDIFIEO
I THE PRIMARY DE110UfFI0N AREA OF THE PREIYASES.
I : WITHIN THE E)FR WP{ AREA 1 ADJACENT
NEW 6" METAL STUD OBONG WALL (20 GAUGE n 24" O/C)
'. I TENANT WITH %. FIRECOOE GYPSUM BOARD ON 80TH UR F FtIE UP TO RATED DECK
(AREA REDUCED) BY LANDLORD, NEW PARTITION SHALL BE 1-HOlJit WP
.b I ! 30'-0« I _- LANDLORD Rmml FILE TO TAPE SPAME AND SAND P*"
READY FOR FW BY THE TE•
EXiSTNG g(RUCTURA. STEEL COLUMN CENTERED
WITH NEW s" STUD DEIMSN? WALL
THE >?D P IS IUD OVER TO
EXPNON /IKEA TO oNpTE: THE Fa1T REI T?c
EXIST JTmN
`` SHOWN HATCH_D _ ao - TENANT "A&-L4" WITH THE RED OF ALL
1
1. IiIEI' aR16
AtC. ANY NECfSSAE( TIC Is. A$
:TAI
V- dwqZ TC THE H vu. SYST 1'F
THE PRE#AgES.T ?Y ALL
ti ..?. - ADE11TIlNAL WM
EMU COII'DITWNS.
EIIISTI+IG CDRRI?OR TO " SQtVNG RM•'432 AND .434
432 z' i XISTW DOOR To RE"
16.
1 2 }+??? b, Q LOCA?J ?aF XISTING ELECTRICAL SERVICE TO BE
L EXTENT OF owK& RELOCATED BY' LANDLORD.
OfrAtISED PROASEs SY SHE
- SOLID PERWETER L F{ OOR SLAB AS REGUIIffD AND p01>FYJAOD TO THE
EXISTl16 CEER?G A5 RE>aIARFD TO SKIT TIE STORE ?'?'
A REPRESENTS
I OCTI0N5
LEASE I
z NOTE 1JPON:C01riPLETfOM OF ? Q ?
; , G. TFNANf SHILAIID"S1?
•r ? oN THIS
434 ALL I?iY RECOKSSPACE#ms ? RE
N ? J? I z ADJACENT THE ENt{RE REDEMRSE '' ?TNE LEASE.
I f /~SsyTRUC;OTURLLAL WS TENANT LEASE LINE BETWEEN TMW SFAS 'S
STUT W ?TERLNE OF THE r
_ NEYH,Y DEMISED
pFfEA FOR JOW CRAIG
co PAWNS INC.
3p 7 _ $c r HECHTS
STOREFRONT LEASE LINE J,C.
LOCATED AT THE FNtSHED POW
EDGE OF THE MALI. FLOO" - ? SEARS
MA'L'L G0HC0URS€
MALL KEY PLAN _
MODIFIED "AS4S" LEASE
mm By. B.T.S/D.T.S. Sew TMEl
PARTIAL FLOOR PL94 - CAOWt4 Alrt8A1GAN
SCHEMAT)C LEASE DIAGRAM PesQUUIX <LLA PLAZA
DATE: 17 APRIL 1997
.:Expansion of Room •432 JbHN1i'fOWN, pgHNayLyANIA 1590
Itl4 IT. John Crotg 814-634-4441
SIffT SS A-432 Fdsrions Inc.
SEA 1 ) TOTAL CAPITAL CITY MALL Exhibit A 1
CAMP HLL, PA
?+"°""'? aiw nw nuen Boa y
,_? x$Sr"s- @:?_' _ _. q `r •.•..?...w? o iwx uinv ?mn• •.?..
o FQ?s£^ v s ?.
1-7
A
a
i ®....... 7 S } w??.
t. U .
lit
9 ® }i
== I '
' i
I.8's• ?s p ? ? 1
.®41 ®.?
i
s
G
.Itrr x7 .
.°r
EXHIBIT "C"
UTILITY SCHEDULE
RATE.
I' Utility Services small he furnished to individuHl tenants as needed. Tenant agrPee ueht
use and pay for utility service supplied by Landlord as additional rent adjus the Lease on a monthly
I- 00 a seian Land lord m ay estimate such periodic biilinys aid confirm and/or adust same ory ly as s lifess r TenanSe[-
service shall be in acencdanee With Tenant's u categ utility
by the local public utility or municipal authority a then any tar4ipffs'issued to super- -
basis. Charges for utility
were servictd super-
Shopping Center Y and any suppl",eots thereto or any taxes, surcharges,
vice to the Shoppiwhich may ere tariff ) 2 and Tenant shall also pay Y
applicable to the utility surchargea?i?oaitions
sede' said tariff, which may hereafter be filed,
impositions penalties or other additional charges
aid by Landlord m its
are not inciuded in the aforesaid rate o and be tariff, Proid e that de ant such eapes, or ar
law
or other charges are required by
supplier of utility service.
in the event that the rate
2 Notwithstanding anything contained herein to the contrary,
a public utility for equivalent amounts of service becomes insufficient to
which sate an charged by .? utility service,
coF.oensat tLandlord for e?renouRtbe?eis`b the actualncnstlnf supplying on the them Landlord shall be
entitled to charge Tenant f each utility bill.
together with an aa,ount not to exceed 15. o
t shall Landlord be liable for the quality, quantity, failure or interruption
3. In no ever
remises.
of any utility service to the demised p Management System to efficiently con-
4. The Landlord may, at its option, install an 'Energy 00 to pay a monthly charge of $50.1, as Tenantrl,3 y
serve utility usage, Tenant agrees mstntcnhe o and upgrade costs.
System purchase, installment, art of the Tenant's regular
Management Sy arattly identified in the original invaace, as p
onarge, which will ve separately
mnnthiy utility payment'
ELECTRIC SERVICE,
alt supplied hereunder by Landlord shall be nominally sixty-cycle, e designated by Landlord.
Electric energy phase 4 wires, end of a voltag he National
alternating current, in the form of 3 p
Installation of Tenant's glectcic facilities shall be in conformity with the Lease,
Electric Code and the requirements of the public utility ar municipal authority then furnishing
electricity to the Shopping Center.
if Tenant a replacing a prior Lenan- in the demised p emises lilies:Frowill chardetthe new new
Tenant a 3150.00 charge for the transfer of utility services respa
Tenant.
RIGHT TO CUT-OFF.
arreatorrs Tenant and to remove
obeyondd to grace any of the Landlord sha11 have t e right to whenever bills foinuer I t s litutility are service
P
f Tenant-2 premises with or
Its property from or in case Tenant fails to comply the tact
the eoraviolates any of the covenants set forth in the Leese beyond g
period set forth in
conditions or obligations
period set forth in the Lease.
APPLICATION FOR UTILITY SERVICE. lied b Landlord.
Tenant shall make application u ilitylbooklet?lWhgrB suchlservice iscsupplie xiyh rules
and regulations set forth in Landlord
i
TENANT7S AFFIDAVIT
uccupY?nB' a st itnCli,o,ttn known J,
he iTNIANT at ?DL?FL? that
unit No. I}n -, 1' t?1'lgne`i`heil'r pursuant to its [.east hereby certifies to I.PA. `
shows the name(s) of TE'S the ez eral Ci.
CT if any?uhi.,n
S 1"
??'prk has been completed satisfactorily, and that the following
.e. against TENAract Premises and .iglecs ?
enr acterc :t Tenant has entered into Multiple contracts) used in the completion of TgNA`TS Work giving
e contractor(s), lat,or and. rnalcnal i
. {,cc?smr duc, to them. TENAAIT further sta liens have been
1u:. ?1 a no
xlerunity am hold harmless l ANDLt7RD froth any claim
11 ,e. tiers arisip n out of the can lotion Of I-A?S Work. 1 IC?
?v.IEN
AAAUUFft PAID 8AJ.ANCETO FAY
TENANTI U NCAAL CONTttnC"roK AMOPIt ror
corfrS ACT
traCl81 lt'f
'S CC) RS f NT hbs entei^ed into #rtti h or BALM4CE10 My V1AA14fR
t'ENAN7 x?t grPAI
- -------------
r
LIES
Ca80r, OR AMOUI`7 OF
.%tA-MR:AL C?h AMOUhT PAID 9? l? T?i PAY N'Ah?F
SUP _
]:4A1E _ ARCH[TECtt1Rl,L
F - ARCHC[tX`r
ENGINEER
SEALS
PERhtlIS
j
-ARY i
AAPAR ON PAGF TWO OF Fp[+)511.?
OTE: SiGNA UPS AND NOT
Exhibit D Page-
contract, labor or rnaterial othff th;4,11 those
uua=...?
wHEREOf, the utulersignt TUNAXr has Caused this e .?
1vTTNT-SS 19 ?---
flay of
this
i
l E53 CrTNA,YF'S Legal Name per Least)
BY:
Sig"ture of Executing Officer)
'i
y'FATF OF j -
SH gR? TO REFOR.C W AND SUBSMBED IN My pMENCE,at
19'
this day of
_.??.--------
i
CoIYSTRtic,TtON,
??---:-? oN OF
WITHIN TMR1 (3THQ FOB TO BE CO EM BY
GENR a CONTRACTOR
------------
INaprdISNAVi'S"ae)
. ?? ti,jeril,01ed_ Ixtnb the GEtiERAL CONKMACTOR for the construction of
unit "So. located in titak
tors used in the eantpletion of its contract with
herebw certifies that the following shows ft name0) of gulxantrac
giving the amount, if any, which is duc, or to become due, to them The underst}med
?x `,•: 5 ?Y.I N•"i ?Ia ?m•a' faced against TEhAAII"S Premises-
fut-ther states that no liens have been p
the contract at,urts n ested) ?tE?
TENA S GENERAL COK1 KA aR (list' T C010 an 11At?ie"AkIC. U!?rrOf oL:t`'r PAID g t A.1CE TO PAY W AM
cudr`-cwtcr
NOTE: $JGNATURL &ND N< _hRY API'tyAR.ON PAS
Exhibit "D" _ Page 3
i
Cl'OR has not employed, purchased and does not ,We for any I:antrart.
lotion of -;l,A\T'S WC`rk
. Ilr aidrrsS.ttcd turtitu Sums that the GENE[tAL C?`n?
or 1113, trial ether than thosc mentioned above for the comp
1.
autho
IL)F. the undersigned CONrmCTGR has caused this Affidavit to be executed by its duty authorized officer
I j
this day of ------
___-----
CrE?EFALCO(VFRACf'O> - (Company's Legal Name Pcr
by, officer)
(gtature of £xecutirig ?-
Title:
1T.4Tf. l]F i -----
? JL ? r}?1F t_
SEFORT ALE AND SLRSCR]13ED IN ,Ytl F'RI;fiCNCE, at ?
.
day of I
this
I
,fib-?'l
(Notary
Exhibit "U" - Page 4
f
------
IR7Y t(3fJ} I)A }?S AFTER -Hp C4MFLErION OI' CONoj1 C7IOIV,
7
MAAr "'S CoNr +c?rORS ?uvn I
7'H;?N TH
W1
,I HIS FINAL WAIVER OF LI "N IS' TO BE CoAfPLE77ED BY ALL
GENERAL CONM 71 R. S SUB;CON77tAC7'ORS
for the construcrion 01 I,
T)lc undersigned, being tIIC ?Namedtr.u.'?b.r ^<«dtna`. n4P?a?
----- at :,..?..t m ewers
(Nmrd of smrcY'
having enured in an agreement with
knit No . ------- located in Mot) hereby certifies that
--- tcint
?sovm,n? , the_
tru?.ro ?^°?''c°" 4e ed to the dais of this
usi?..<an o<unnorhu<?<a«i havebeenpaidan( ,indebtedn blecorg
wrc
. tree undersigntd, and othergood and valuable ctians'dcranon paid .oat the
ail later. material and services committed for,bYm
Aidavit. rurthermorc, for and in eonsideratian of S does hereby waive, release and celrnqutsh any and l all ur,dersi?tned (the receipt whercl-I is hereby acknowledged), the undersigned described, for labor" and ntatertal, general
z Gh the undersigned may now have upon the premises Above
cla;Ms 4r right of lien wtti repair and/or othcrwe.
.up?rvisian of erection. construction, alteration, for Sale; and/or use Tax, wham applicable has. been d'scharged
I,i,hiliry to the State of
i _
ed officer
dersi ed has caused is Waiver of Lien to be executed by its duly author+zcer
I ? ?i'lTti1;45 W'Fl?itEi?F, the un S*t
`I t9
Jay of
this
1 CCU, tTRACCOR ?x
II (Company's Legal Name r Contract)
t
By: _
(5igttatur?of Executing Officer)
Title:
STATE OF
)
C-OU\T• or
SNyOFLN TO BEFORE ABLE AND SUBSCRIBE') "N My PRESENCE, at
day of
this --
(I?[otary Public)
Exhibit "D" - Page 5
MENT OF LEASE, made on this 2.4 day of enns atti ?ited
THI5 AMEND CAPITAL CITY ASSOCIATES, L. P ,business treat
Partners Partnership, by CROWN AMERICAN CROWN AMERICAN CAPITAL CITY ASSOCIATES, a Delaware with its
Part Trust, as Sole General Partner,
and wholly-owned subsidiary of Crown American Realty ercinafter called "I.Andlord"),
offices located at Pasquerilla Plaza, Johnstown, Pennsylvania 15901 (h
and JOHN CRAIG FASHIONS, INC.,
trading as ?'rrwr !•n AiC• F?Hl.ONS
with an address at 5832.13amsley Drive, Harrisburg, Pennsylvania 17111-4756 (hg?rtafter called
"Tenant'') .
,o,r=r?ruCSF"rI-I:
cnt dated 1997,
WHEREAS, by Indenture of Lease and Lease ?'
American Properties, ecessor-tn-interest to I?ndavrd lease and amp demised S*ania,
Croce Amen located in the QQ a1 ir"- Mall,
a ceztttin store premises,
(hereinafter referred to as the,%A%se"); and
WHEREAS, Landlord and Tenant wish. to amend the Lease in the manner and to the
extent as hereinafter provided.
-cvnside:ra?n of the pretr?ises and mutual promises herein set
NOV, T14BREFORL ' in manner
forth, Landlord and Tenant agree that the Lease be and is amended in the following
1. T r,? (13'aragraph A. of the Indenture) shall be deleted in its entirety
and restated as follows:
"A.
dlord the store premises
landlord` hereby leases to Tenant and Tenant hereby rents from ?' remises') outlined in red
(hercinafte+t referred to as the "premises"' „leased premises or demised p to be erected as PArt
hereAft lan attached as Exhibit "I3" hereto, now erected Or)6 re ite city Mall Drive, Camp oHill,
on the p ..:tol('itv Mall. 35
P
shopping center to be initially known as r'
Pennsylvania 17011-70n'
Center" or "entire premises" and initially
(hereinafter referre d to as the "t; enter , iShc?ppsng measured and described by
..the area shown in Exhibit "B"), the demised premises being
comprising lines of each wall of the
the following dimensions which are measured from the outside bed Prgemises from other stores in
thedemised pr
demised x wises or, in the case of those walls sepfaratm (
-
the shopping Center, from the center lines of such walls: Itcc)m #432)
p.?LeKal?Brcodx11+1?Wf3RTtlA?nd?nents12QQ3Z(:a?ni-t'.iryW ohn-Craig-FaMons (fcv. i }.doe
4
IRRECTtJLAR,
Front: 'Ihirty Feet (30?
Depth; Sixty-Four Feet (G4'} IItRF.GtJLAlt,
Two Thousand (2,000) Square F`et'
Total Area:
all
t to the non-exclusive use in common with oers d fbtwa dC?o?ug fatties and
togethc.t with the r. ? areas, driveways, malls, courts, corridors an Ys
such auEOmobile parku?g Landlord from time to time as more fully set forth aEndr
of designated by
other facilities as may
subject to the terms and conditions e of this Indenture f Lease and the Lease Agreement ereui
for the use thereof as may
collectively referred to as the Lea ?, and to such rules and regulations
be prescribed from time to time by the Landlord"
2. ? (paragraph 1i. of the Indenture):
on the "cotntnertccm?t
fixed tnccmtm
The term of the Lease shall be extended for a period however, on the
date" as established by Section 1R1(a) of the I.tase; provided,
rental and'oth? charges will commence on whether r, Teri Tenas x open for r, `Aber 31'? 244
business or not, *nd shall terminate and expire on --
Fixed 11'fWMUM RW (paragraph c of the indenture).
teed annual minimum tent ("Fixed b in"n' n Rent")
Tcttattt shall pay to Landlord a guaran periods during the term of this
as follows: The Fixed Minimum Rent for each of the following p
AmeodnUnt of Lease shall be:
TaMtPsjQ?d $4,375.00
N avemlOr 10, 2003 -November 9, 2004 $52$?,,5E10500.00
November 10, 2004 - November 9, 2006 $54,W.00 $4 ,45.00
07.
Novetnher 10, 2006 - December 31, 2W9
s
,
'such installment shall be due and payable on or before the first day of each calendar
Fads at the office of Landlord or at such other place asaY
month in the'term of this Lease, to Advance, prior demand therefor and without tatty
be designated by Landlord from time to time, without any [i
deduction or setoff whatsoever, the first installment to of be Pa'd o z mcon mm In th _ent date w ?hr event or not the commencement date is the first day rotated for. the oth commencement date of the term of this Amendment Minimum Rentdshall be than die first day
of a calendar month, Tenant's first payment o
fractional month between the commencement date and the rst f day day of t-he best full calendar month
in the term hereof, on a per diem basis (calculated a thirty
4. percCUAg Rent (Paragraph D_ of the Indenture)
um Rent as aforesaid, Tenant, in accordance with Section
2.()t of In addition the Fixed dimas additional rent hereunder (hereinafter referred to as
the Lease, shall pay to l..aitdlvrd,
"Percentage Rent'7, and as part of the consideration of the aforesaid demLse, for each tease year in
ev.1)dce ?
¢fs12403tCapitai CtfyUohn-Crs -F?cs inns (R
b:41.epAJ% rndsMXW0RD\ae%dme
1 y
to °?p ripr??^r (G%ol of that portion of Gross Sales
the term of this Amendment of Lease a sutra equal
Burin such lease year which is in excess of the applicable
(as defined in Section 2.02 of the Lease) g
percentage Rent Gross Sales Base. The Percentage Rent Gross Sales Base for the following periods
within each lease year shall be:
November 10, 20()3 - NNovember 9,2004
ovember 9, 24(16
November 10, 2004 -
November-10, 2006 December 31, 2009
$875,000.00 48794,4"@
$908,329.17 04442M4
$9",667.00 046,44e
contained in this Lease, as amended herein, to the
5 Notwithstanding anything
contra q, Tenant's payments pursuant t esof, the term of this Amendment of 1 $?? s" and
be increased for the first (1) twelve (12) months unt (50/4) o the amount
thereafter each of said p,ymerits shall lnot 1?zct onth period during the trim of this Amendment of
paid for the immediately preceding )
l .ease.
6. Section 2.02, Qt e t..s peftned, Paragraph (a) shall be deleted in its entirety and
restated as follows-A sales -(a) 'ibe words "Gross Sales" as used herein shall mean the b gross amount Ofor by any
aU goods, wires and merchandise sold and all services performed by
subternant, tirensee or concessionaire in, at or from the dernised whether forluds hg, bctedttoo? other
tv catalogue sales made at or from the derrused premises),
financing
consideration, with such other consideration being determined at fair market value and including,
charges on all Gross Sales (without reserve or deduction for inability or failure to co t) ifrom the
r h sales and services (1) as a result of transactions originating in, at Or
from
but not limited to, suc
derniscd premise`s, whether delivery or performance is made from l?c? TV sed es Circuit, - or A`u uy,
some other place, (2) pursuant to trail, telephone, telegrap automated o
electrotnic, video, computer, or other technology-based systems and other devic 'received at or
otherwise, whether existing now or developed in the future whereby __ btenant supplied from the demised premises or (which
would attribute ono fats op? lions at h demised
concessionaire in the normal course of its business
premises. Gross Sales also include all deposits not refunded to purchasers. Each We upon
installment or credit shall be treated as a -Ale for tshall preceive rice payment therefor." udng which such sale
Tenant
shall be made, irrespective of the time when
7. Except as expressly amended herein, the Lease is hereby ratified and confirmed sod
the terms, conditions, agreements, obligations, and provisions thereof tart incorporated hereby as if
MY set forth herein and the same shall continue in full force an
arties
g, This Amendment shall be binding upon and shall inure to he beane t of the p extent
successors, ,
hereto and their respective heirs, adnunistrators, representatives.
permitted by the terms of the Lease, their assignees.
3
Dc?[rx\BrrudaltttVYflltltnmettdmsutat?3atr?f_GyiyLlohnratg-6agki°as (Rev. t):dce
1 s
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
IN WI
to be duly cxctutcd the clay and year fist above written'
caused this Amendment of Lease
CROWN AIVI 'RICAN CAFITAL CITY
(Corporate Seat) ASSOCIATES, L. P., A PENNSYLVANIA
LIMITED PARTNERSHIP, BY: CROWN
AMERICAN CAPITAL CITY ASSOCIATES,
A DELAWARE BUS BSS TRUST AND
WHOLLY-p Ij'StM8IDIARY OF
CROON AMERI ''REALTY TRUST, AS
S01,E GENE pi tTNER
o ephensoo
ATTEST:
Ronsid P. Rusinak Ex utive Vice President
5eccetaty
JOHN CRAIG FASHION% INC.,
(Corporate Sell) D/B/AjOHhi CRII 'r`°?'.'S NS
BY•
ATTEST:.: preshicnt
Secrc r9
D:\[.egal\BrtndaM\WORD\AmendmentS\2803\Cagitmi-Oty\7ohn-Crtit-Fa*IM (Rey. t).doc 4
MARCUS & SHAPIRA LLP
ONE OXFORD CENTRE, 3510 FLOOR
301 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219-6401
(412) 471-3490
DARLENE M. NOWAK
nowak@marcus-shapira.com
(412) 338-5214
Via Certified Mail, Return
Receipt Requested
John Craig Fashions, Inc.
Attn: Dave McKenzie
5832 Barnsley Drive
Harrisburg, PA 17111
Fax: (412) 391-8758
March 30, 2009
Re: Lease dated September 23, 1997 (the "Lease") by and between
Crown American Properties, as Landlord, and John Craig Fashions, Inc.,
as Tenant; Premises: Capital City Mall
Dear Tenant:
We are legal counsel for the Managing Agent of the above-referenced Premises. As of
March 24, 2009, you are in default for failure to pay sums due under the Lease in the amount of
$51,450.64 (see enclosed account).
Unless the foregoing amount is received in the Capital City Mall Management Office
within 10 days from the date hereof, we will take all legal action necessary to collect all amounts
owing, terminate the Lease, and retake possession of the Premises.
THIS LETTER IS BEING SENT PURSUANT TO THE REQUIREMENTS OF
ARTICLE 19, SECTION 19.01 OF THE LEASE.
Very truly yours,
arlene M. Nowak
DMN/lbm
cc: Lisa M. Most, Esq.
Keyianna Ward - PREIT Lease Administration
Bill King - PREIT Sr. Leasing Representative
Dirk Westerfer, Collections
Don Smith, Mall Manager
STATEMENT
Maxe Check PR CAPITAL CITY'. %-1:TED PARTNFRSHIP
Payable To PO BOX 92406
CLEVELAND CH 4+-93
To, John Craig F-as-.-crs nc:
Attn: Mr. Dave VcKe'?z e
5832 Barnsley 0,,e
Harrisburg PA':.7' 11-4756
Date .
Accou^1
Sta?erinrt do -
Page -
From: CAPITAL CITY MALL
3506 CAPITAL CITY MALL DR
CAMP H'LL I-A 17011-1003
Tenant: John Crag Fas`tons
FOR !N01131WES CALL; Justo Vega TEL 717-737-8175 or FAX; 717-73740607 Ammint Remrthwl
.
Remit top portion with payment
CHARS.' DETAIL
Capital Cif Mao John Craig Fashions
InvowaDate 80.1 code Desvription Charges Payments
r 1,21)03 Balance Fara<ard
41712003 XRE 2007 Rr TAX Reaondlia6on 285 12
4r25i2tm8 ELEU Electric 582.88
4i25,1200!8 STAX Stale Tax 34.97
5728,2008 ELEU Electric 540,74
5;78!2008 STAX State Tax 32.44
Si3l'VM38 XCAM' 2007 CAM Reconciliation 2.098.44
611/2008 XSEC 2,107 SEC Remnc3tiatitan 374.89
6!2412008 ELEU Electric 573.17
8/2412008 STAR State Tx 34.39
7,301200E ELEV Etectnc 572.45
7i3tb'2008 STAX State lax 34.35
8,112008 RENT WWW;M RENT 4.708.34 j1;5o4.71}
8t 18(2008 SEWR Sewer 37.70
a;%2612006 CLEF Eiecwc Penalty 18,14
81291200$ ELEU Fiedve 589.49
8;29;2008 STAR State. Tax 35.37
9;1,x"2008 RENT M NWUM RENT 4,708.34 (1 504.71}
1.01112008 RENT M.NINIUM RENT 4,706.34 (1.504.71)
1012t200 ELEU Electr. 560.01
10721008. STAR State fax 34.14
10130,2008 ELFU Elect;c 575,17
10; 30,2008 STAX State Tax 34.5"
11"42008 EMF Energy lNanagernant Fee 50.00
12008 MKFD MarKehng F_ro 83.33
l ii200$ ADV ADVERT SING 8333
1'•'112008 RENT MINIMUM RENT +4.708.34
1i28D8 RE RUL E"STATE. TAXES 300.08
. `142W9 fVWD MarKat?^g Fund 10.20
111 ?2008 ADV Nfec:a Fund AdYer4i.9WV 10.20
.1 172tW8 CAM CAM ESCROIN 1,059,93
":112908 SEC Sacurity 101.85
'^110Mwa 9EWR Sewer 37.42
1211,'7008 M. KF0 Marketing Fund 83.33
12;11008 ADV ADVERTISING 83.33
ev1r2008. RE REAL ESI ATE TAXES 300.08
1211;1,,008 MNKFD Marketing Fund 10.20
3;: ?GC
72F,.,
343',-,
Lease 00006409
Ba anr-e Check Number
.U0
285.12
58288
34.97
540.74
32.44
2,098.44
374.89
573.11
34.38
572.45
34.35
3.203..63 3223
37.70
18.14
58x0.48
35.37
3,203.63 3027
3,203.63 3046
569.01
34.14
575.17
34.51
50.00
83.33
83.33
4.708.34
300.08
10.20
10.20
1,059.93
101.85
37:42
83.33
83.33
300.08
IT, 20
10
,2hr2U.9
Gate
7 G11t"H
^000nt-
?
.
V.3323
STATEM ENT ,,,.,,,.,:,-,,,• ; rv:; ,
l? ge .
Lease 00006409
Check Narnbec....
ARCEDEI
ra' Fashions
t -_. Bohn C f9
aYm?ts _
P pstanro _........
1
CaPHaI City MaB ?ascrVLoft
^ ...._.__.._._' Charges
7010
_.3
(173
sr.u_e Uate 87,7 Ca7o_.
059-91
1 .
ADV
12 -- '
CAME CR0.4' .
10' .,85
108.3h
rZ-'r2G08 CAM
SEC Sea*ty 4,'08:34 g6.0U
nA;tiI7JLM FtF 1`41
RENT 855.84
2068
Energy tt.cemo^t Fee
EMF
655.A4
3.35
7;,•:2006
ELEU Elerln?•
39.35
A0393
?"t;L'2008
Sl'AX State Talc
&03.53
24.24
`.2i'2.290A
ELL-U Electric
2424
83.33
'Zi29?2D08
State Tax
STAR
83.33
;}06.08
7 2; 2972008
ADVFRT iSiNG 300.08 +.01.85
s•1'7009 ADV
REAL ESTATE TAXES
101.85
4,708.34
172009 RE
SEC Secunty 4.768.34 10.26
?r}I2609 ZFNT
RENT MINiYIUN,
0.20
10.'20
1.:112909
MKFD Markeling Fu^,
0.20
1,059.93
.:1.2009
Mac.a F,.^d Advort sing
059.933
1
50.00
ADV
?I}?2JG9
CXV ESCROW
,
$0.00
83.33
CAM
:112005 urnent Foe
£rtergY Marap
83.33
47413
FAF
is 1!2709
MKPD MarkelircFund
47^+.'3
28.45
Vi:2009
ELEU Eteetrtc 1 21 23108-Q1122-0g
28.45
83.33
V30!2009
Sales Tax 72+23!08-0122109 83.33 300.08
STAR
1 e';fr 2(579
ADVERT7S7NG
300,08
1(1.20
ADV
2'? '1009
REAL ESTATE TAXES
10.20
10.20
RE
2{12009
MKFD Marketing Fund 10.?.0
, 059 93
2009
2%!
Media Fund Arnarlis;ng
ARV
+,059.95
101.65
- 2%'.'29Q9
CAM ESCROW 101.85 708.34
4
CAM
21i121109
.
SEC Secur4y 4,708.34 5-3.00
2; ^ 2005
RENT fu'ti1MUM R[:NT
50:00
83.39
1 2,",;2009 aOen eM Fee
EMF Efterg'.J M,an
83.3:3
538.58
rzG-3a
MKFU Aarhotutg Furd
8.58
53
47044
217+21109 T Rocorci+lai;on
200$ RE
X 470
44
28.23
27 1 31 200 9
09.02d20109
Eledfic 0'.22;
28.23
10.20
ELEU
i126f20G9
Sates Tax 07.:22?09A2+20109 10.20 10.20
STAR
2;26:2009 MKFU Markatir7gFurd 10.20 1,059.93
3i 1!209
Media Fury Avert+s;ng
}
054.93
1(11.95
1O AW
;u t
CAM ESCROW
,
101.85
1()8.34
4
3lt+2009 SEC Sec:;nty
SEC
4.708.34 .
50.00
3 tt'LtdN?
RENT MINVU NA RENT 50.00 83.33
;#t1;2(7ll9
E 1.4anagoment Fes
nergy
£MF
83.33
300.48
3i 112009
ADYEdT'.S;NG
300,08
83.33
3N;2009 AOJ
REAL ESTATE TAXES
63.33
45.50
RE
s' V209
ting Fund
Marke
45.50
(nAKFD
31
t2009 ?>8.6t 91109
Se we r iGig _
SEWti
3;11 12009
_ _
(-!tack Njtnae3
PAYMENTS SECT O ----------- .....
.....__......
___
R e* __....---
S4g 15
8623.07
pe r Uon
._... ................
' 549,15 $162
671.0
6
tats _
Gti (
PaPnwtRecd T-l'-You 073.971 6161
6 .
1
154,16
gt5?2004
2;1212004 1`2ynterlt Redd - Thank You ,
4E.00 6823 ,
13218.08
Payment Recd - Then" You
3;11i2W4
42,3.119 6824
13,648.56
3111120Q4 PalfltReed • Thank You 6,013-92 6827 19,722.48
a Pa rttent Redd - Thank you
31151200 Y 42048 6874 20.168.15
Yo:
4;112004 Payftrer(tRec'd -Thank
6.073.92 68$4
26,242.07
411212004 Payment Recd - Thank You 445:67 6934
511.012U04 Payment Red^_ - Thank You 6,073,92 6932
nlReed -Thank You
6tV2004 Payfne
60
aC2 3,2412009
7'28'.98
STATEMENT nc sas323
..,,.: . 3
„1v
aalance
. ..
F'P>Yti1[tdTS SF"?1 L ?...__ RemarK
Payments .............. ....... .
26,71939
32,7939?
Dale Deu'iptio= -
C' - 4'77.12 7008
33,310.00
•
5t2 .;2004 paY;rlentRec'a' Thank You 8984
5;G73.9'1
36.383.92
e-1 Reed - Thank You
,24,2,H 4 Pay m 516.29 702,9
33,383-92
5
,i5;20,p 4 F'aymo?lt Rac d - Thank You ,,073.c2 7056 VOt3 36,383:92
"W4 F'ayme^t Recd -Thank You
7r'29?2_` 3.0110.()0- 7055
39.?83.92
&4003: , 3,000.00 7055
39,407.92
gr1G_On, pay na ;t Recd -Thank You 3 000.0, 7106 33.588.77
^t Recd -Thank You
82512ik)4 Payme 24,00 7130
43.043.69
8; 2; ;4 Payme^.t Recd - ThanK YOU 561.85 7131 e9,12313
8730t20U4 Pay1'lert Radd - Thank You 3,073.92 7129
48,137.73
9r2i204 Paymant RRacd -Thank You 6,080.04 7197 49.921.45
1e:1t Ftec'd - TtCanK YOU
1 Gd12i2ii01 Payrr 24.00 7247
S6:OU?.49
11.'5°2UG4 paynlontRedd -ThankYou 773.72 7252 58,144,12
'tUFLUU4 F,art Ree`d-Than'YOU 6,080.04 7248
64,218.04
11
1;1071;04 Pa•1mer.1. Recd Thank You
2,152.63 7282
84;593.67
1
129t2U04 Payment Roca - T larkYou 6,073.92 7304 64,717-87
11
t y#2}?4 Payment Recd - Than%You 475,83 1350
70;90BA6
Thank You
12,29`2004 payment Reed - 24.00 7349 74.028.46
11'29,1004 Payntont Recd . Thank You 8,190.59 7351 77,149:05
tr101? 105 Parnen, Recd-Thank You 3,120.00 7362
78,17,4-38
2192&'75 Payment Recd -Thank YOU 3,120'59 7363 84 407,73
2#9120,5 Payment Recd -Thank You 1,030.33 7443 90:648.32
2t25i2v05 Payment Redd - Thank You 6.228..35 (038
91,137.00
K 1-`ayy,nenl Recd -Thank You
3!10!2?C`i.. 6.240.59 1073
91,161-00
4017M Payer'" t Recd -Thank You 486.68 1os8
91.605x58
• 41612505 Payment Redd - Thank You 24:00 1087 47,946,17
4:'F'2005 payment Rae'd - Thank You 44458 t 135
98,375:91
'Thank You
5j62'.d35 Payment Reed - 6,240.59 1136
104.1317-50
Thank You
5M-1005 payment Reed 1,T 4
530.74 1 1D5w4876
payment Reeed-Thank you
612,;2005 5 .: 6:240:59 1176
1D5182.10
Payment Rg'a Thank You
6S6t`t..Gil6 529.26 1218
111,422.59
612212005 Payment Redd -Thesik You 35.134 1219 112,007,14
6i22t2UG5 Payment Ree`a - Thank YGru 240.69 1262
115,12693
6e'317 0i?6 Payment Recd - Thank YOU 584..45 1.273 1 ^:8,240.73
9f1t20G5 Payment Rec'sJ.. Thank You 1835
3.121.59
119,534.64
91612005 payment Redd •. The, 3,120.00 1277
119.458,11
Thank You
9#8+2005 Payinont Recd • +.,285.91 1374
525,809.70
10f7r2005 paymantRedd "Thank YOU 33.47 1375
132,054.29
nk YOU
16r72C)U5 PaYn'1eit Recb - Tom' 8,241.59 1377
138,290.88
1Of 172005 Paymanl Recd -Thank YOU 6,240.59 1462 140,589:86
11721:,2005 Payment Reed Thank You 14V
6.240.59
140.8'14:87
120512005 paymentReG)d Thank You 2.298.98 1495
(48,8$6.25
Thank YOU
(15+24)05 payment Red
' 34,61 1496
^.48.985.55
2
12! 15 TOOS Payment Redd -Thank YOU 6,240.59 1511 15(),796.97
`2#2812005 Payment Reed - Thank YOU 3.120-29 1580
150,872.95
You
21602006 Payment Rec'.d - 8114'2 1617 150,948.85
3,172006 payment Redd -Thank YOU 75.96 161.4 154.059.15
payment Recd -Thank You
3,112005 75.90 1615
160,300,74
31111006 paynra,*t Rocd . Thank You 3,120.30 1561 183,42934
371612°".)(6 Payment Recd - Thank YOU 6,24().559 1.`135
164,810.75
ThanK Yew
413(77008 Paymert Reed - 3120:00 1693
186,487.25
Roca-- Thank You
5('12006 payment 1735
1,181-01
187,259.70
3#112006 paynwnt Recd - Thank You 21,876.50 1753
-189,259.'70
Thank You
51812005 payment Recd T T72,45 1754 t 91,259-70
`3082008 Pa. art Recd - Thank YOU 2,000.(X1 1769
5 2202005 paYmert Rac'd • Thank You 2.000.00 1T88
615/2006 Parrtent Ree'd' Thank You
4y 0-
STATEMENT - 24!20,4
3281913
°,k+k?r•,e^t N, 343'523
'aye
PAYMENTS SECT ON
GIL Oate 0escrfoborn
............ _.-_ ..._...---_..? Payments
_. _...._ ____.._. Check Nvnoe, Remark
. _.._......._.
... 6a ance
61812IX)b Pay" 1,..112ecd - Thank You 2,240.59 180.4 ...............
... 93,504.29
7;!012006 Pay,nert Roc'd - Thank You 702,45 1844 194,202.74
7110=216+6 Pa,; -i- t Recd - Thank Yra 33.74 1843 44.236 48
734pi2(K)6 Pa...ne. I ReLC - Thank You 6.240.59 1842 200,477.07
,.2b32.LrJ6 pav:•;erl Recd- Thank You 3.200.00 ?859 203,677.07
83132(100 Pay*,s;-t Recd T^sankYou 3.663.90 ;8647 207.340.97
W&2006 Fla? nerl Racd - Thank You 3
0(W
00 1917
,
, 210,340.97
9151200?, Pay hart Roc'd - t-nank You 3.240.59 1918 213,581 56
lWV2006 Pa.rm=_ni Recd - Thank You 1,665 50 1982 215,247-06
103`2006 Paynn::t Recd - Thank You 3.20.(!0 1990 218,367.06
1011212+105 Pay ,eM Recd - Thank You 3
120
59 1991
,
. 221,487.65
1.431612006 Payr:amt Recd - Thank You 81
34 2036
. 221,522,46
10124•:2006 Paynet+t Recd T-hanK You 844.84 2052 222,387.30
11!6,2006 Paymerf Recd - Thank You 3
120
00 20117
,
, 225,487.30
11113,2006 Paymant Rec'd - Thank You 120
3
59 2.468
,
. 228,607,89
11127,'2.306 Pavn;t+„f Recd - Thank You 676.43 21,07 229,28432
,, V27,2006 Payma^f Recd - Thank You 3
12080 2097
1211/2006 Payment Reed - Thank You ,
3,120.59
2098 232.404.32
?..96,514,91
12M2006 Payment Recd - Thank You 729:19 2123 236254.10
1 2128 32 0 08 Payment Recd - Thank You 35
94 2157
. 236,291.04
1212612006 Payment Recd - Thank You 3,203.83 2158 239,494.67
1212642406 Paymerd Rac'd - Thank You 116.67 2156 734.611,34
12126124306 Pay7nanf Recd - Thank You 3
203
63 2159
,
. 242,814.47
. P92,007 Payr:art Recd - Thank You 3,203.53 2207 246,016,60
1115/2007 Pauncamt Recd - Thank You 3,203.63 2208 249222.23
2126/2007 Payment Recd - Thank You 40
65 2235
- , 249262,78
315C21W7 Paymer't. Recd - Thank You 736
60 2236
. 249,999.36
3!1632007 Paynwl Reed - Thank You 3
20313 2252
, 253,203.01
3322120117 Paymer:t Recd - Thank You 3,203.63 2253 256;446.64
431632007 Payr:ont Recd - Thank You 3203
63 2326
, 269,61(7:27
431912:707 Payment Recd - Thank You 626
14 2334
. .
260,238,41.
412312307 Payrnort Recd - Thank You 3,203,63 2327 26$,440:04
51"'2007 Payment Recd - Thank You 1,044.45 2377 264,484.49
51'4120.47 Paymant Roc 'd - Thank You 3,203.63 2375 2670812
5;2112007 Pawnanl Recd - Thank You 2.135.00 2411 269,82312
51213200•' Payr.anl Recd - Thank You 1,207.07. 2409 271,430;14
5.1112f707 Paym-onf Roc d Thank Y(P4 3:203.63 2376
274,233.77
.5321;+24(77 Payment Rec'd - Thank You 920
04 2378
. 275,153.81
5121)2007 Payrnenf Rocd - Thank You 2.137:26 2412 277,291.07
51Y432007 Payment Recd - Thank You 2,135.40 2410 279,426.07
71212407 Payment Recd .. Thank You 6,40726 2461 285,833.33
732120(17 Payrnenf Recd - Thank You 806
07 2
463
. . 286,439.40
73212407 Payomfit Rac'd - That* You 652
64 2460
. 287,092.04
73212007 Payment Reed - Thank You 592
24 2482
. 287,684.28
8!832007 Pay-ant Ret:'d - Thank You 1
560
00 2531
.
. 2$9,244,28
& &2007 Payment Recd - Thank You 1,560.59 2530 29(7 804.87
81612!707 Payment Recd Thar* You 1
560
00 2533
,
. 292,36417
81612007 Payment Roc'd - Thank You 1
560
00 2532
,
. 29;1.924;87
1 (VI? 200 7 Pay writ Recd - Thank You 51
38 2615
. 293,976,25
1011%2008 Payment Recd - Thank You 284.48 2$25 294260,73
1 011 4200 7 Payment Raed - Thank You 696
67 2614
. 294,957.40
101132007 Pay-wit Rec 0 - Thant You 739
92 2613
. 295,697.32
10313'1007 Payment Recd - Thank You 55519 2617
295,252,51
'03/32007 Payment Rac'd - Thank You 6
40716 2588
, 302,659:77
;W112007 Payrrort Recd - Thank You 6,407.26 2616 309,067.03
113812007 Payment Recd T"nank You 6
240
59 2881
,
. 315,307:62
STATEMENT z'«'
Ac CO .[ r2a19a
Stafa:nert N, 34?323
PAYMENTS SECTEON
GIL Date Dose( on
. ..... .__.. . Payments
... .... Check Numhe!
.................
.... . Remark Balance
2118+7007 Payment Rec,: I hank You
6.140.59 .
....
2736 .......... .. __-_?_._..._._...
321;546.21
'0012008 Payment Rec'c - Thank You 6.407.26 2f68 327.955,47
212!2008 Pap rent Rxc`c -Thank You 1,936.64 2765 329,8Y2.11
Z,",W2008 Payment Re c Ti•a'xk You 1 392.84 2737 331,284.95
2;19[2008 Payment Rac" - Ihank You 46.54 266 331,331.49
212812008 Paymant RiWc! - Thank You 3,203.633 2828 334,535.12
X712008 Payment koc'c TFa^k Yo:: 3,203.63 2829 337,738.76
3;13/2008 Payment Rec'c 1"hank You 1.247.72 2854 338,986.47
34112068 Payment Rec'a Thank You 3,203.63 2885 342,190.10
312 112 0 08 Payment Rec'd " Thank You 3,203.63 2886 345,393.73
3/2112008 Payment Recd - Thank You 166.66 2883 345,560,19
31211200 Paymoni Roc'o 1"hank You 333.34 2882 345,893.73
3121i26tri3 567.67- 2884 NSF 345,326.06
4,'24126b8 Payment Rec d - T!-arnk You 3,203 63 2922 348,529.69
&2311b08 Payment Recd " Thaw You 3,203.63 2932 351,733,32
5123/2008 Payment Recd - Thank You 3,203.63 2933 354,986.95
51232008 Payment Recd - Thank You 3.203.63 2934 3$8,140.$8
6i19?20A8 Payment Rec'a Thank You 3,203.63 2692 361,34421
71172008 Payment Recd - Thank You 3,203.63 2972 3134,547.84
7.17120Q8 Payment Recd - Thank You 3,203.53 2975 367;751;47
7MV2098 Payment Recd - Thank You 3.203.63 2976 374155.10
71',&2608 Payment Recd - Thank You 77.68 2988 371,039,7$
$1512408 1,150.26- 2996 VOD 369,882.52
812712608 Payment Recd - Thank You 1.15026 3013 371,032,78
9d6=2008 Paymant Rec u Thank You 3,20163 3017 374,236,41
y,'17)2008 3,203.63- 3027 VOD 371,032,78
`Qt6f,21%18 Payment Recd - Thank You 3,203.83 3046 374,236.41
:247008 Paymant Rer.'c Thank You 3.203.63 3088. 377,440.04
'11212009 Payment. Recd - Thank You 3,20163 3158 380,643.67
212312409 Payment Rec'd - Thank You 3,203.63 3223 383,847:30
ACCOUNT SUMMARY
501ahee Pnor To 1:12003 .00
Hus Chames From itii2403 55,964.77
Less PayhleittS/Cted:tsFrom if1P1008 14,514.13}
AMOUNT DUE: _.._._..__..........._Sf,45Q.84
ACCOUNT. AGING
_..- -- Cufrent 1-30
..._-... _ - •? _._ 31 - 60
_ _......... __.... 61 - 9Q
.... ........ _ 4_..
._.....
.
.
. 91 120 Over 120
6,961:43 _
.
.
....... _...........
..
7,448.40 6,835,43 . _........ -....... - ............... _. . ..
7.102.45
....
... ...... ......... .....
23,112,93
D
2MOCT -1 I111: 23
w
j
2??-3 1 3 b ?
N
tl d.," c e- m-& J II e- ?
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED
PARTNERSHIP, formerly named Crown
American Capital City Associates, L.P.
Plaintiff,
V.
JOHN CRAIG FASHIONS, INC., t/a John
Craig Fashions,
CIVIL DIVISION
No. U` 9 SS 40 ,T, -f
Defendant.
CERTIFICATE OF ADDRESS
The undersigned certifies that the most recent known address for the John Craig
Fashions, Inc., t/a John Craig Fashions, is: John Craig Fashions, Inc, t/a John Craig
Fashions5832 Barnsley Drive, Harrisburg, Pennsylvania, 17111-4756.
Respectfully submitted,
Dated: September 29, 2009
ephen S. &brow
Darlene M. Nowak
MARCUS & SHAPIRA LLP
One Oxford Centre, 35th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Counsel for Plaintiff, PR Capital
City Limited Partnership
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED
PARTNERSHIP, formerly named Crown
American Capital City Associates, L.P.
)
CIVIL DIVISION
No. d y- 6 s?6
6'V:1 fzfA-
Plaintiff,
V.
JOHN CRAIG FASHIONS, INC., t/a John
Craig Fashions,
Defendant.
NOTICE OF ENTRY EC O MENT D JUDGMENT
FOR
TO: John Craig Fashions, Inc. t/a John Craig Fashions
Please take notice that a judgment in ejectment has been entered against you by
confession on the date below in favor of the plaintiff for possession of property described as
follows: Room 432 in Capital City Mall, located on the West side of Hartzdale Drive between
Zimmerman Drive and Capital City Mall Drive, and bounded by U.S. Route 15 on the West and
North.
/ , '-6a 9
Date:
othonot o Common
Pleas of umberland ounty