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Home My WebLink About13-1064IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED PARTNERSHIP, Plaintiff, v. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. CONFESSION OF JUDGMENT FOR MONEY ~ ~~~ _~ ~~ ,~ ~y r r- ~~ ~. ~.:., -~ N CJ3 -~, r..,a c.~ _...~ Pursuant to the authority contained in the Warrant of Attorney contained in Section 16.02(b) of the Lease and Paragraph 6 of the Guarantee of Lease, a copy of which is attached c' -r-; ~~ :.~;? ` '' c:= -.; ~.~ ~: ..._ hereto, the undersigned appears for the Defendants and confesses judgment in favor of Plaintiff and against Defendants for money as follows: Amount due through January 1, 2013 (Ex. 2) $47,093.44 Attorney's fees (5%) $ 2,354.67 Filing Fee $ 46.00 TOTAL $49,494.11 Dated: February 22, 2013 'V Attorney for De endants a~~ ~ ag ~~~ 5 CIVIL DIVISION No. ~~ ~ ~~ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED PARTNERSHIP, Plaintiff, V. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, f:~ C~ CNIL DIVISION " '~`' ~ r~ No. ~ z.1 rv -:1 ~.: _ cn =~ ; ;c e~ r» .:;~- ~-_._ COMPLAINT IN CONFESS~f QFa ~ ~ ` JUDGMENT FOR MONEY =~ c_.v ~"W`' -..s Filed on Behalf of the Plaintiff, PR Capital City Limited Partnership Defendants. ) Counsel of Record for this Party: Stephen S. Zubrow PA ID No. 43523 Dana L. Munhall PA ID No. 82583 MARCUS & SHAPIRA LLP One Oxford Centre, 35`h 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, Plaintiff, v. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. CIVIL DIVISION ~~/~/ `~~ N f~i ~ R'~ C~ CT7 ~ as r *~ ~ : , -~, ; ~- ~..ti ,~,,, C~ ... ;:. : ~4 1.~ .. COMPLAINT CONFESSION OF JUDGMENT FOR MONEY Plaintiff, PR Capital City Limited Partnership ("Landlord" or "Capital City"), alleges the following Complaint in Confession of Judgment for Money against Defendant Vishnudas, LLC, trading as Passage Express, and Ajit R. Smith and Manisha Smith, husband and wife, as Guarantors: 1. Capital City is a Pennsylvania limited partnership, with an address of c/o PREIT Services, LLC, 200 South Broad Street, Third Floor, Philadelphia, PA 19102. Capital City is the owner of the leasehold interest and landlord of the Capital City Mall (the "Mall") in Camp Hill, Pennsylvania. 2. Defendant, Vishnudas, LLC, trading as Passage Express, ("Tenant"), is a Pennsylvania limited liability company with a last known address of 5114 Maple Leaf Court, Mechanicsburg, PA 17055. 3. Defendants Ajit R. Smith and Manisha Smith, husband and wife, as Guarantors, are adult individuals who reside at 5114 Maple Leaf Court, Mechanicsburg, PA 17055. 4. The original instrument evidencing the obligation on which judgment is herein confessed, or a photostatic copy or like reproduction showing the signature of Defendants 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 Agreement dated March 14, 2012, between Capital City, as Landlord, and Vishnudas, LLC, trading as Passage Express, as Tenant ("Lease"). (A true and correct copy of the Lease Agreement is attached hereto as Exhibit 1). At the same time of the execution of the Lease, Defendants Ajit R. Smith and Manisha Smith, husband and wife, executed a Guarantee of Lease (the "Guarantee"). A copy of the Guarantee is attached to the Lease as Exhibit D. 6. The Guarantee evidences the obligation on which judgment is herein confessed. Under the terms of the Guarantee, Ajit R. Smith and Manisha Smith, husband and wife, jointly and severally, absolutely, unconditionally and irrevocably guaranteed to become surety to Landlord, its successors, endorsees or assigns, for the full, faithful and punctual performance of each and all of the terms, covenants, agreements and conditions of the Lease to be kept and performed by Tenant, in accordance with and within the time prescribed by the Lease. This confession for money judgment is warranted by Paragraph 6 of the Guarantee. Pursuant to the Lease, Tenant was required to make payment of, among other things, fixed minimum rent and other charges on the first of each month during the term of the Lease. A failure to make such payments when due and which continues for more than ten (10) days after written notice that the same are past due constitutes an Event of Default under Section 16.01(a) of the Lease. 2 $. An Event of Default has occurred under the Lease in that Tenant has failed to make payment of rent and other charges due in the amount of $47,093.44 (an itemization is attached as Exhibit 2). 9. Tenant and Ajit R. Smith and Manisha Smith, husband and wife, as Guarantors, were given notice of the default on November 15, 2012 and more than ten (10) days have passed without Tenant or Guarantors making payment. (A true and correct copy of the default letters are attached hereto as Exhibit 3). 10. Legal expenses, including attorneys' fees and costs, are also recoverable pursuant to Section 16.02(b) of the Lease and paragraph 6 of the Guarantee. 11. Capital City avers that the Lease and Guarantee of Lease authorize the entry of judgment for money after an Event of Default thereon. This confession of judgment for money is warranted by Section 16.02(b) of the Lease and paragraph 6 of the Guarantee of Lease. 12. The Lease has not been assigned. 13. Capital City 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 the Mall in Camp Hill, Pennsylvania was made as a commercial transaction. 14. Judgment has not been entered on the Lease in this or any other jurisdiction. 15. An itemization of the amount presently due under the Lease, and without waiver of future damages, is as follows: Amount due through January 1, 2013 (Ex. 2) $47,093.44 Attorney's fees (5%) $ 2,354.67 Filing Fee $ 46.00 TOTAL $49,494.11 3 WHEREFORE, Plaintiff, as authorized by the Warrant of Attorney contained in Section 16.02(b) of the Lease and Paragraph 6 of the Guarantee of Lease, demands a money judgment against Defendants, Vishnudas, LLC, trading as Passage Express, and Ajit R. Smith and Manisha Smith, husband and wife, as Guarantors, jointly and severally, in the sum of $49,494.11 and any other relief the Court deems appropriate, and brings said Lease to Court to recover said sum. Dated: February 22, 2013 Respectfully submitted, tephen S. Zu row Dana L. Munhall 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 4 VERIFICATION The undersigned hereby states subject to the penalties of 18 Pa. C.S. § 4904 regarding unsworn falsification to authorities as follows: I am a duly authorized representative of the Plaintiff identified in the attached Complaint in Confession of Judgment for Money and that averments of fact contained in such Complaint are true and correct to the best of my knowledge, information and belief. Dated: February Z1 2013 B : ___~` i~~~ Y Donald Smith, General Manager Capital City Mall ~~ ~`~~ LEASE AGREEMENT BY AND BETWEEN PR CAPITAL CITY LIMITED PARTNERSHIP, as Landlord and VISHNUDAS, LLC, as Tenant TRADE NAME: PASSAGE EXPRESS PassageOfl ndia-C apitalCity-F final Final February 10, 2012 \ Morton/JTF TABLE OF CONTENTS ARTICLE 1: FUNDAMENTAL LEASE PROVISIONS AND DEFINITIONS ection 1.01 ............. Fundamental Lease Provisions .... 3 Section 1.p2 .............................. Definitions ..... 3 Section 1.03 ......... .............. Exhibits . ....... ............4 . ........ ARTICLE 2: PREMISES, TENANTS WORK AND RELOCATION ...... Section 2.01 , ........................ Premises ...... .......... ........................_.........6 eciigg2.02 ...................................................._............_....... Delivery of Premises ........... .... ........ g Section 2.03 ... ..............--...-.-..°._...-..-•---...-... Tenant's Work and Tenant's Plans ......................_ ............_ ....-----__...---------------------___-.. ................6 ..__......... ... ~ _ .____ . Section 2.04 Mechanic's and Construction liens............_ _.... __...._ _.__,_.... 7 ___ Section 2.05 Opening of Premises; Failure to Open/Operate...___ ...... _.. ......._ ............... 7 .......... . . Section 2.06 Relocation of Premises..._ ............................_......._. ._... _ _,,., .. .... . _, .... . 8 ARTICLE 3: TERM ....... ... .......... ..... .. ... __. . _....... . _......... _ ..._ _...._ . 8 Section 3.01 Length of Term. .. ___. _. ....... ... _. _ 8 Section 3.02 Delivery upon Term Expiration. __.... ...._ _ . _ _... _ _... 8 Section 3.03 Effect of Holding Over ........................................................ _ _ ...... - . 8 ARTICLE 4: RENT ..................... .. ................. .... ... __... ..... .- __. _.... _. , Section 4.01 Tenant's Agreement To Pay Rent.. .... _.... _ g Section 4.02 Minimum Rent ...................................................................... .. ...... ............................... .... ..... 9 Section 4.03 Percentage Rent ..................................._...................... .._. _............... _. _...... _ _...... 9 Section 4.04 Gross Sales .......................................................................... ...... ................................__...... Section 4.05 Reporting of Gross Sales; Year End Adjustment ............... .......... _..................................... 10 Section 4.06 Tenant's Records and Audit ................................................. .............._ _................... 10 Section 4.07 Additional Rent ......................................................................_. .. .........................,.............................. 11 Section 4.08 Latellnsufficient Funds Charge........... ................................... .............. ........ _.................. 11 Section 4.09 Where Rent Payable and to Whom; No Deductions ............. .............. ........ _ .................... 11 Section 4.10 Security Deposit ........................................................................ ................ ................................ 11 ARTICLE 5: REAL ESTATE TAXES AND ASSESSMENTS ..................................... ............... ........._ ................ _... 11 Section 5.01 Taxes .......................................................................................... ............ ............ ...... 11 Section 5.02 Tenant's Tax Charge .................................._....._....................... ................ ........................... 12 Section 5.03 Tenant's Additional Tax Obligations ....................................... ....................._..............._..... _ .... t2 ARTICLE 6: UTILITIES ............................................................................................. ..................... ....__.........._ .. ... 12 Section 6.01 Services ........................................................................... _....... ................ __...._..._..... 12 Section 6.02 Service Charges ........................................................................ .................. _ _.... _ ... _ _........... 13 ARTICLE 7: USE OF PREMISES .............................................................................. ................... ................................. 13 Section 7.01 Sole Use and Trade Name ......................................................... ...................................... ........... 13 Section 7.02 Hours .......................................................................................... ............................ ...................... 14 Section 7.03 Operational Requirements ........................................................ ....................................................... 14 Section 7.04 Employee Parking Areas ......................................................... .... .............................. ............ 15 Section 7.05 Signs and Advertising . .............................. .............................. ........................................,.............. 15 Section 7.06 Radius Restriction..... ............................................................... ........................................._.......... 15 Section 7.07 Compliance with Laws; Hazardous Substances ................... ...................................................... 15 ARTICLE 8: COMMON AREAS AND OPERATING COSTS ..................................... .......................................__.......... 16 Section 8.01 Landlord's Control and Maintenance of Common Areas ...... ...................................................... 16 Section 8.02 Changes by Landlord ................................_..........._._........... .........................._.........__ _....... 17 Section 8.03 Rules and Regulations ....................................................._..... ............................... ._... _ ......... 17 Section 8.04 Tenant's Rights and Obligations ............................................. .......................................... _........ 17 Section 8.05 Operating Costs............ .......................................................... .................................................... 17 Section 8.06 Tenant's Share of Operating Costs..........._..._ .................... ................................_. _ .. .... 18 ARTICLE 9: MAINTENANCE AND REPAIR; ALTERATIONS .................................. .................................................... 19 Section 9.01 Structural Repairs by Landlord ......................................._...... ........................................._ _.......... 19 Section 9.02 Repair and Maintenance by Tenant .......................................... ....,....................._......__....._._...... 19 Section 9.03 Landlord's Right to Access the Premises ............................... ..................................................... 20 Section 9.04 No Rent Abatement or Damages.......... .................................... ..................................................... 20 ARTICLE 10: PROMOTION OF THE SHOPPING CENTER ..................................... ...................................................... 20 Section 10.01 Marketing Service ...................................................................... ..................................................... 20 Section 10.02 Marketing Service Charge ........................................................ ...................................................... 20 Section 10.03 Dissolution of Merchants' Association .................................... ...................................................... 2t ARTICLE 11: INSU RANCE, INDEMNITY, WAIVER OF SUBROGATION ............... ........................................................ 21 Section 11.01 Tenant's Insurance ..................................................................... ................................................,...... 21 Section 11.02 Landlord's Insurance....... ......................................................... .......... _ ...........................,.............. 22 Section 11.03 Effect on Landlord's Insurance ............................................. ............................................ ......... 22 Section i 1.04 Indemnification and Waiver of Claim ...................................... ........................................................ 22 Section 11.05 Mutual Waivers ...................................................................... .......................................... ...,....... 23 ARTICLE 12: DAM AGE OR DESTRUCTION ........................................................... ..........._............................_......_... 23 Section 12.01 Landlord's Duty to Reconstruct the Premises ....................... ....................................................... 23 Section 12.02 Tenant's Duty to Reconstruct the Premises ......................... ............................... _.........,......... 23 Section 12.03 Option to Terminate........ ..................... ............................... ................................ _.... ........ 23 Section 12.04 Abatement of Rent .......................... _. ............._ ....... _....... ..... __..............._......_ _.......__..... 24 ARTICLE 13: CON ............................... . DEMNATION ....................... _............. .._... .................._ ....... _ _........ 24 Section 13.01 Total Condemnation of the Premises . .................. _ _ .....,.. _.. _ _ ................... .. ... _...._ _ .... 24 Section 13.02 Partial Condemnation of the Premises .................... .......... .._..............._....... _...,.... _ ............ 24 Section 13.03 Condemnation of the Shopping Center ........... ................ .... .........__......................._.._ _ ._ .. 24 Section 13.04 Damages .................... .......... __........._.._ _ .._._ _ .......... _.._ _ .. .__... 25 ARTICLE 14: FIXT URES AND PERSONAL PROPERTY .._ _ .__ ...... ..__ ..__ _ ..._.... ......_..... _ _ .. __. 25 Section 14.01 Improvements to Premises; Removal... __ .._. _____ ......_.._ .... ......... __ _.. 25 Section 14.02 Tenant's Personal Property; Removal........_.... _.....-__ ... ... __..__ .... ...... _ ____ .. 25 ARTICLE 15: ASS IGNMENT AND SUBLETTING ................ __ .__ _ _ .... _... ......._ _..............._ _. _. __ _ .. 25 PassageOflndia-Capi talCi[y-FinalFinal February t0, 2012 \ MortonlJTF - Section 15.01 Assignment and Subletting.... ........................................................................................_.,.. .....,.... 25 Section 15.02 Assignment to Parent, Subsidiary, Affiliated Corporation of Tenant .............................. .......... 26 ARTICLE 16: EVENTS OF DEFAULT AND BANKRUPTCY ............................................................................... .._....... 26 Section 16.01 Events of Default ...................................................................................................... ...._.. __... .. 26 f Section 16.02 Landlord's Remedies. ........................................................................................................... ......... 27 Section 16.03 Damages ......................_......................................................................................................... ..,....... 28 Section 16.04 Landlord's Self•Help ........................................................... .................................... ... 29 Section 16.05 Landlord's Default .........................................................................................................._.... ........... 29 Section 16.06 Legal Expenses ...................................................................................................................,.. ..........,. 29 Section 16.07 Landlord's Right to Assume Lease and Purchase Tenant's Leasehold Interests ........... ........... 30 Section 16.08 Shopping Center Lease........ ............................. . ............................................ _............,... ....._.,.. 30 Section 16.09 Rejection of the Lease .........................................................................................,................., ......_. 30 ARTICLE 17: SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATE .................................................. .......... 30 Section 17.01 Subordination of Lease .................................................................................................. .. .......... 30 Section 17.02 Tenant's Attornment .................................................................................................. ........ ........_. 30 Section 17.03 Instruments to Carry Out Intent .................................................................................. _... .. .,........ 30 Section 17.04 Estoppel Certifieate ................................................................................................................ __..._..31 Section 17.05 Landlord's Rights of Alienation ........................................................................................ ........... 31 ARTICLE 18: MISCELLANEOUS .......................................................................................................................... ......... 31 Section 18.01 Interpretation.... ..................................................................................................................... .. ....... 31 Section 18.02 Quiet Enjoyment.......... ........................................................................................................ _ ........ 31 Section 18.03 Notices .....................................................................................,..............._............................., ...,...... 31 Section 18.04 Real Estate Investment Trust ........................................................,......................................, ........ 32 Section 18.05 Reciprocal Easement Agreement ...................._.................................................................. ,........ 32 Section 18.06 Relationship of Parties ....................................................................................................... .. .......... 32 Section 18.07 Successors .........................................................................................................................,... .......... 32 Section 18.08 Survival of Obligations .......................................................................................................... ....... 32 Section 18.09 Broker's Commission ..............................................................._............................................ ....,.... 32 Section 18.10 Invalidity; Severability ............................................................................................................ ......... 32 Section 18.11 Time of the Essence .........................................,................................................................... _ ..,.... 32 Section 18.12 Applicable Law ........................................................................................................................ .......... 32 Section 18.13 Waiver ....................................................................................................................................... ........... 33 Section 18.14 Accord and Satisfaction ...................................................................................................... ........_ 33 Section 18.15 Corporate Tenants .................................................................................................................. .......... 33 Section 18.16 Recording .................................................. .................................................................... 33 Section 18.17 Agent of Landlord; Service Providers.. ............................................................................... .......... 33 Section 18.18 Finalization of Charges ........................................................................................................... .......... 33 Section 18.19 Financial Information .............................................................................................................. ........... 33 Section 18.20 Tenant's Guarantor ................................................................................................................ ........,. 34 Section 18.21 Notice to Mortgagee; Performance of Landlord's Obligations ......................................... .......... 34 Section 18.22 Unavoidable Delays ............................................................................................................... ......... 34 Section 18.23 Prior Lease ............................................................................................................................... ........... 34 Section 18.24 Anti-Terrorism Law ...........................................................................~.........................,........... .......... 34 Section 18.25 Waiver of Jury Trial ................................................................................................................ ........... 35 Section 18.26 Confidentiality ........................................................................................................................ .....,..... 35 Sectlon 18.27 Entire Agreement .................................................................................................................... ......... 35 Section 18.28 Submission of Lease to Tenant ............................................................................................ .......... 35 Section 18.29 Acknowledgement ................................................................................................................ ......... 35 EXHIBIT A: PLAN OF THE SHOPPING CENTER .................................................................................................. .......... 37 EXHIBIT B: UTILITIES ............................................................................................................................................. .......... 39 EXHIBIT C: HEATING, VENTILATING, AND AIR-CONDITIONING ..................................................................... ........... 40 EXHIBIT D: GUARANTEE OF LEASE ..............................................................................._.................................., , ...,..... 41 EXHIBIT E: LANDLORD'S DELIVERY CONDITIONS ............................................................................................ ........ 45 EXHIBIT F: TENANT'S WORK ............................................................................................................................... ......... 46 EXHIBIT G: FOOD COURT CLUSTER TENANT EXHIBIT .................................................................................... .......... 47 EXHIBIT H: TENANT'S MENU ............................................................................................................................... ......... 50 P assageOfl ndia-CapitalCity-FinalF ina I February 10, 2012 \ Morton/JTF 2 l THIS LEASE AGREEMENT ("Lease") is made this ~~day of ~1~(~4~ , 2012, by and between PR CAPITAL CITY LIMITED PARTNERSHIP, a Pennsylvania limited partnership ("Landlord") and VISHNUDAS, LLC, a Pennsylvania limited liability company ("Tenant"). The Premises is located in Capital City Mall in Camp Hill, Pennsylvania ("Shopping Center"). ARTICLE 1: FUNDAMENTAL LEASE PROVISIONS AND DEFINITIONS Section 1.01 Fundamental Lease Provisions. Certain Fundamental Lease Provisions are presented in this Section and represent the agreement of Landlord and Tenant, subject to definition and elaboration elsewhere in this Lease. (a) Premises: Unit No. FC-2, containing approximately 368 square feet of floor area. (b) Rent Term and Expiration Date: Rent Term and Expiration Date: The Rent Term shall commence on the Rent Commencement Date and shall continue through January 31, 2017 (the "Expiration Date"). (c) Minimum Rent: Time Period Annual Amount Monthly Amount Rent Commencement Date through the end of the Term $a2,997.12 $3,583.09 (d) Percentage Rent Time Period Annual Break Point Percentage Rate Rent Commencement Date through the end of the Term $537,46x.00 Eight Percent (8%) (e) Rent Commencement Date: February 1, 2012. (f) Marketing Service Charge: Subject to the adjustments set forth in this Lease, for the first "Accounting Period" (as defined in Section 1.02) during the Rent Term, Tenant shall pay Landlord the annual amount of $1.88 per square foot of GLA of the Premises. The dollar amount set forth herein is an initial amount only for the first Accounting Period. (g) HVAC Charge: NIA HVAC Equipment Contribution Rate: N/A Sprinkler Charge: N/A (h) Taxes: For each "Tax Year" (as defined in Section 5.01), Tenant shall pay to landlord on account of Tenant's share of any "Taxes" (as defined in Section 5.01) an amount subject to adjustments as set forth in this Lease. Landlord estimates Tenant's share of Taxes for the first Tax Year to be $2.38 per square foot of GLA of the Premises. (i) Operating Costs: For each "Accounting Period" (as defined in Section 1.02), Tenant shall pay to Landlord on account of Tenant's share of any "Operating Costs" (as defined in Section 8.05) an amount subject to adjustments as set forth in this Lease. Landlord estimates Tenant's share of Operating Costs for the first Accounting Period to be $13.59 per square foot of G1~4 of the Premises. (j) Tenant's Security Deposit: NIA (k) Trade Name: Passage Express , (I) Permitted Use: Only for the retail sale of Indian cuisine and for no other use or purpose whatsoever. Tenant's menu which will be in effect on the Rent Commencement Date of this Lease is attached hereto and made a part hereof as Exhibit "H". Tenant shall offer for sale from the Premises only those items of food set forth in Tenant's menu attached hereto as Exhibit "H", and at no time during the Term hereof shall Tenant make any change to said menu or offer any item of food not set forth in such menu without obtaining Landlord's prior written consent to do so, which consent Landlord may withhold in its sole discretion. (m) Plan Submittal Date: March 16, 2012 (n) Construction Commencement Date: May 1, 2012 8: Construction Completion Date: June 30, 2012 (o) Tenant Construction Allowance: N/A (p) Radius: N/A (q) Guarantor: N!A Pa ssageOfl n d is-Capi talCity-F i nal F in a l February 10, 2012 \ MortonlJTF 3 (r) Notice Addresses: Landlord: Copy to: PR Capital City Limited Partnership PR Capital City Limited Partnership c/o PREIT Services, LLC Management Office 200 South Broad Street 3506 Capital City Mall Drive The Bellevue, Third Fioor Camp Hill, PA 17011 Philadelpbia~, PA 19102 Ann: Ge+rr'eral UAanager Attn: Director, Legal Tenant: Vishnudas, LLC 5114 Maple Leaf Court Mechanicsburg, PA 17055 (s) Tenant's Billing Address: Vishnudas, LLC 5114 Maple Leaf Court Mechanicsburg, PA 17055 (t) Landlord's Rent Payment Address: Make check payable and mail to: PR Capital City LP P.O. Box 92406 Cleveland, OH 44193 If by overnight or special courier: PR Capital City LP PNC Bank Attn.: Lockbox 92406 Mail Loc 01-6141 4100 West 150`" Street Cleveland, OH 44135 Section 1.02 Definitions. "Accounting Period" means the period consisting of twelve (12} consecutive months (except for the first and last Accounting Period as set forth below), commencing on a date solely determined by Landlord from time to time and each succeeding twelve (12) calendar month period during the Rent Term. Until notified by Landlord in writing of a change, Accounting Period shall be a January 1 through December 31 calendar year period. The first and last Accounting Period of the Rent Term shall be prorated, if less than twelve (12) consecutive calendar months. "Additional Rent" has the meaning set forth in Section 4.07. "Agent" has the meaning set forth in Section 18.17. "Marketing Service Charge" has the meaning set forth in Section 10.02. "Common Areas" means all areas, facilities and improvements operated or provided at or in connection with the Shopping Center from time to time for the non-exclusive common use of Landlord, Tenant, and the other tenants and occupants of the Shopping Center and their employees, agents, subtenants, concessionaires, licensees, customers and other invitees as designated, made available or maintained by Landlord in or near the Shopping Center including, but not limited to, parking areas, parking facilities, approaches, traffic controls and signs, roadways, sidewalks, open and closed pedestrian walkways, curbs, storm drainage facilities, retaining walls, driveways, public transportation loading areas, delivery areas and loading platforms, parcel pickup stations, ramps, tunnels, canopies, landscaped areas, community rooms and auditoriums, offices, elevators, escalators, exits, entrances, roofs, beams, public restrooms, first-aid and comfort stations, lounges and shelters, sprinkler mains, light facilities and skylights, telecom facilities, utility lines, utility rooms, sanitary systems, water filtration and/or treatment facilities, service areas, fire exits, corridors, and malls. "Excluded Areas" means portions of the Shopping Center designated as a department store or major tenant or by a trade name on Exhibit A attached hereto or used for or for use in connection with the operation of a department store (whether occupied or vacant); premises of at least 15,000 square feet of GLA leased to or occupied by a single tenant; all office space including mall management office space; all basement space; all storage spaces; all out parcels and pad sites; premises without an interior entrance to the mall; all kiosks, retail merchandising units or other temporary occupants under an agreement for a term of one (1) year or less; and ail buildings shown on Exhibit A which are labeled as "Excluded Area'. "Food Court" means the area or areas now or in the future, if any, specifically designated by Landlord for small restaurant or other food service operations situated in the Shopping Center, including the individual premises and any seating areas totaled therein and the maintenance and housekeeping areas primarily serving the Food Court. The term "Food Court" includes the same as reduced, expanded or otherwise altered from time to time. P assageOflndia-CapitalCity-FinalFina I February i0, 2012 1 Morton/JTF "Governmental Requirements" has the meaning set forth in Section 7.07. "GLA" means the square feet of floor area in fully enclosed buildings which are erected on portions of the Shopping Center (other than Excluded Areas) which are occupied pursuant to an agreement with Landlord or its Agent unless as otherwise specifically set forth in this Lease. The GLA of the Premises shall be measured from the exterior face of exterior walls and the exterior face of service corridor walls, the line along the front of the Premises where the Premises abuts the enclosed mall (which is commonly known as the "Lease Line") and the center line of any wall Tenant shares with other tenants or occupants. With respect to all leasable areas other than Tenant's Premises, the measurement of GLA shall be determined by virtue of the definition contained within the lease in question. No deduction from GlA shall be made for columns, stairs, elevators, air shafts, or any interior construction or equipment. "Gross Sales" has the meaning set forth in Section 4.04. "Lease" means the Fundamental Lease Provisions, the Lease Agreement, and the Exhibits attached hereto. "Lease Year" means the twelve (12) full calendar months of the Term commencing with the January 1"' immediately following the Rent Commencement Date and ending December 31°t of such calendar year and each succeeding twelve (12) month period; provided, however, that the first Lease Year shall commence on the Rent Commencement Date and terminate on the immediately following thirty-first (31u) day of December in the Term and the last Lease Year shall terminate on the last day of the Term. "Partial Lease Year" means that portion of the Lease~Term prior to the first full Lease Year or following the last full Lease Year. "Minimum Rent" has the meaning set forth in Section 4.02. "Operating Costs" has the meaning set forth in Section 8.05. "Percentage Rent" has the meaning set forth in Section 4.03. "Percentage Rent Break Point" or "Break Point" has the meaning set forth in Section 1.01(d). "Rent" has the meaning set forth in Section 4.01. "Rent Term" has the meaning set forth in Section 3.01. "Shopping Center" means the land and improvements shown on Exhibit A attached hereto, as the same may be reduced, expanded or otherwise altered from time to time. The purpose of the plan attached hereto as Exhibit A is solely to show the approximate location of the Premises and the present configuration of the Shopping Center, but Landlord does not represent to Tenant that the Shopping Center and its occupants will continue to exist in the configuration as shown or that Landlord owns all of the land and improvements shown. Landlord may at any time, and from time to time, eliminate land from or add to or substitute for land of the Shopping Center, or eliminate, add, relocate or substitute any improvements, or change, enlarge or consent to a change in the shape, size, location, number, height, or extent of the improvements to the Shopping Center or any part thereof including, without limitation, adding additional levels to any existing buildings, and altering buildings, parking areas, and other Common Areas, regardless of whether or how the area is labeled on Exhibit A. For example, such an area, if labeled on Exhibit A, may be referred to as "Permissible Building Area," "Future Building Area," "Expansion Area," "Owned by Others," "Not Part of the Shopping Center," or some iother identifier. i "Taxes" has the meaning set forth in Section 5,01. 'Tax Year' has the meaning set forth in Section 5.01. "Tenant's Work' has the meaning set forth in Section 2.03. "Term" has the meaning set forth in Section 3.01. Section 1.03 Exhibi s. The following plans and special provisions are attached hereto as Exhibits, are incorporated herein and are hereby made a part of this Lease. Exhibit A Plan of the Shopping Center as presently constituted which plan also shows the approximate location of the Premises and the Excluded Areas. Exhibit B Utility Consumption and Payment Exhibit. Exhibit C Tenant Heating, Ventilating and Air Conditioning Exhibit. Exhibit D Guarantee. Exhibit E Intentionally Deleted. Exhibit F Tenant's Work. Exhibit G Food Court Cluster Tenant Exhibit. Exhibit H Tenant's Menu. PassageOFlndia-C apitalCity-FinalFin al February 10, 2012 \ MortonlJTF ARTICLE 2: PREMISES, TENANT'S WORK, AND RELOCATION Section 2.01 Premises. Landlord hereby demises and leases to Tenant and Tenant hereby rents from Landlord those certain Premises now existing or hereafter to be erected in the Shopping Center as shown on Exhibit A attached hereto. The Premises is limited vertically to the ceiling height above the structural floor. In the event the Premises is a corner location, the Premises shall exclude any rights with respect to the exterior of the exterior side wall of the Premises. Landlord shall have the exclusive right to use the exterior face of the exterior walls of the Premises and the roof of the Shopping Center, unless otherwise granted to Tenant in writing. Landlord reserves the right to install, maintain, use, repair, and replace pipes, ductwork, cables, conduits, plumbing, vents, utility lines and wires in, through, above and below the Premises, in the column space, and in and under the floor slab, except that Landlord shall not materially adversely interfere with Tenant's business operations within the Premises. Except where necessary, as determined by Landlord's architect, no pipes, conduits, utility lines, or wires installed by Landlord shall be exposed in the sales area of the Premises. Section 2.02 Delivery of Premises. (a) Delivery Condition. Landlord and Tenant hereby acknowledge and agree that Ajit Smith who is one of the principals of Tenant is also the President of Shri Madhu, Inc, the tenant currently occupying the Premises and open for business therein under a lease between Shri Madhu, Inc. and Landlord, dated September 27, 2005, which lease will terminate, pursuant to the terms and conditions of a Termination Agreement currently being negotiated between the parties of said agreement, on January 31, 2012. Additionally, the Premises shall be deemed to be delivered to Tenant on February 1, 2012, without the necessity for any notice whatsoever from, nor the delivery of keys by, Landlord to Tenant. Tenant has had the opportunity to examine the Premises and hereby agrees to accept the same in the "as is" condition in which the Premises exist on the date Tenant receives possession of the Premises as described above. Tenant further acknowledges that Landlord has not made any representations as to the present or future condition of the Premises or what items, if any, the present occupant of the Premises is required to or may leave therein. (b) Notice of Possession. Intentionally Deleted. (c) Delay. Intentionally Deleted. Section 2.03 Tenant's Work and Tenant's Plans (a) Tenant's Work. Tenant shall perform all work set forth in Exhibit F (herein called "Tenant's Ylfork"). Tenant shall commence Tenant's Work on or before the Construction Commencement Date [as described in Section 1.01(n) of this Lease), and Tenant shall complete all of Tenant's Work on or before the Construction Completion Date [as also described in Section 1.01(n) of this Lease]. Notwithstanding the foregoing, Tenant shall in no event perform any Tenant's Work unless and until Tenant has received its Plans marked "approved" or "approved as noted", whichever may apply, by Landlord. Additionally, Tenant shall remain open for business in the Premises and shall continuously operate therein during the entire time period in which Tenant is performing Tenant's Work as described in Exhibit F hereof. Tenant shall design the Premises and Tenant's Plans in accordance with Landlord's current store design criteria booklet (herein called "Tenant Design Criteria"), a copy of which Tenant acknowledges it has received. In the event of any inconsistencies between the text of this Lease and the Tenant Design Criteria, the Tenant Design Criteria shall prevail. Tenant shall perform Tenant's Work (i) at Tenant's sale cost and expense, (ii) in accordance with all necessary governmental approvals and permits, which Tenant shall obtain at its sole expense, (iii) in accordance with Landlord's Tenant Design Criteria and all applicable Governmental Requirements (as defined in Section 7.07), (iv) without interfering with the use, occupancy or enjoyment of any part of the Shopping Center, (v) without obstructing access to the premises of any other occupant of the Shopping Center or obstructing Common Areas, and (vi) in a good and workmanlike manner and diligently prosecuted to completion. Tenant shall repair all items damaged as a result of the performance of Tenant's Work promptly upon the occun•ence of such damage and shall at all times keep all portions of the Shopping Center (other than the Premises) free from and unobstructed by debris, equipment or materials related to Tenant's Work. Any construction work performed by Tenant without Landlord's consent shall be returned to its original condition at Tenant's expense upon Landlord's request. (b) Tenant's Plans. On or before the Pian Submittal Date, Tenant shall submit to Landlord's tenant coordinator (herein called "Tenant Coordinator") for Landlord's approval, plans (herein called "Plans") specifying each aspect of Tenant's Work, including the following items: (i) a colored rendering of the proposed storefront and signs, including an internally-illuminated, individually lettered sign (or other type of sign as specified by Landlord) above the storefront and professionally lettered Trade Name signs for Tenant's service doors, and sign shop drawings, (ii) sample materials to be used in the Premises and signs, (iii) photographs of fixtures to be used, (iv) the floor plan and furniture plan of the Premises, and (v) mechanical, plumbing, sprinkler, and electrical drawings. Tenant shall prepare its Plans in accordance with the Tenant Design Criteria and in compliance with all applicable Governmental Requirements. Tenant's Plans shall be prepared by a licensed architect or engineer, as applicable. After receipt of Tenant's Plans, Landlord shall return the Plans to Tenant marked "approved," "approved as noted," or "not approved." If marked "not approved," Landlord shall note the reasons for disapproval. On or before ten (10) days after Tenant's receipt of the "not approved" Plans, Tenant shall resubmit to Tenant Coordinator revised Plans addressing the objections. Landlord shall return the Plans to Tenant marked as set forth above and Tenant shall, within an additional ten (10) day period, resubmit revised Plans until the same have been "approved as noted" or "approved". If Landlord accepts Tenant's Plans as "approved" or "approved as noted", Tenant need not resubmit the Plans, but Tenant shah revise such Plans to incorporate Landlord's required changes and Tenant covenants that Tenant's Work shall comply with the notes disclosed on such "approved as noted" Plans. (c) Plan Review Fee. Intentionally Deleted. P a ssag eOf I nd is-C apitalC ity-F inalF ina I February 10, 2012 ~ MortonlJTF td) insurance/Building Permit. On or before the Construction Commencement Date, Tenant shall deposit with Landlord certificates of insurance as required in Article 11 and the Tenant Design Criteria, as well as a copy of Tenant's building permit. Tenant shall be responsible for any damage resulting from Tenant's Work, including damages to the Shopping Center, the Premises, and the premises of other tenants. Landlord shall not be required to insure, reconstruct, or reinstall any of Tenant's Work. (e) Mandatory Remodel. Intentionally Deleted. (f) Alterations by Tenant. Tenant shall not perform any construction or make any alterations (including painting, decorating, changing the architectural treatments, fixtures, decor, or appearance of any part of the Premises, penetration through any roof, floor or exterior or corridor wall) in or to any part of the Premises at any time without first obtaining Landlord's written approval and will remove promptly, upon Landlord's request, any such alterations made without Landlord's written approval. Tenant shall not, without having obtained Landlord's prior written consent, perform any work whatsoever to the roof, exterior walls, and structural portions of the Premises or Shopping Center, or to areas reserved to Landlord or excluded from Tenant in the Tenant Design Criteria or Shopping Center regulations. Any damage to the Premises or to any person or property occurring as a result of a breach of this provision shall be the sole responsibility, cost, and expense of Tenant. Notwithstanding the foregoing, Tenant shall be permitted to make nonstructural alterations to the interior of the Premises, which alterations comply with Landlord's then current Tenant Design Criteria, not to exceed Ten Thousand Dollars ($10,000.00) during any twelve (12) month period without Landlord's written approval, but with at least ten (10) days written notice to Landlord. Furthermore, Tenant shall make, at Tenant's own cost and expense, all additions and alterations to the Premises ordered or required by any Governmental Requirements, whether in order to meet the special needs of Tenant, or by reason of the occupancy of Tenant or Tenant's Permitted Use, or otherwise; provided, however, Tenant shall not be required to make structural alterations to the Premises or the building in which the Premises is located unless made necessary by reason of the nature of Tenant's business, or the manner of operation thereof, or work performed in the Premises by or on behalf of Tenant. (g) The provisions of this Article 2 shall apply with respect to Tenant's Work, any remodel or alterations, or any other work performed by Tenant in or about the Premises at any time during the Term. Section 2.04 Mecfianic's_and Construction Liens. (a) Generally. Tenant shall not permit, and in no event shall Landlord or Landlord's interest in the Premises andlor the Shopping Center be liable for or subject to any mechanic's, materiatman's, laborer's, or construction lien ("Lien") for any of Tenant's Work, any remodel or alterations, or any other work performed or materials supplied by or on behalf of Tenant ("Lienable Work") at any time during the Term. (b} Prior Waiver of Lien. To the extent permitted under applicable law, Tenant, for itself and all those parties providing Lienable Work, hereby waives the right to hold, claim, assert, file or enforce any Lien whatsoever against the Premises and/or the Shopping Center. Prior to the commencement of any Lienable Work (inGuding delivery of materials), Tenant shall cause its general contractor (and any subcontractors and sub-subcontractors, if Landlord so requests) to execute and file in the Clerk's or Prothonotary's Office for the County in which the Shopping Center is located a waiver of the right to file mechanic's liens against the Premises and the Shopping Center in a legally enforceable form approved by Landlord ("Waiver of Liens"). The Waiver of Liens shall provide, to the extent permitted under applicable law, that the general contractor for itself and all of its subcontractors, sub-subcontractors, materialmen, and suppliers waives any and all lien rights that it may have against Landlord's estate, right, title and interest in any part of the Premises andlor Shopping Center. (c) Posting of Non-ResLOnsibility. landlord shall have the right to post or keep posted at or near the Premises notices of non-responsibility for any construction, alteration, or repair of the Premises by Tenant. (d) Discharge or Satisfaction of Lien. In the event a Lien is made or filed, Tenant shall cause the Lien to be satisfied or discharged of record, whether by bond or otherwise, within fifteen (15) days after written request by Landlord. if Tenant shall fail to cause such lien or claim of lien to be satisfied or discharged within the period aforesaid, such failure shall be deemed an Event of Default and, in addition to any other rights or remedies Landlord may have under this Lease, Landlord may, but shall not be obligated to, satisfy or discharge the Lien either by paying the amount claimed to be due or by procuring the satisfaction or discharge of the Lien or claim of Lien by payment, deposit, or bonding proceedings and, in any such event, Landlord shall be entitled (if permitted by applicable state law) to compel the prosecution of any action for the foreclosure of the Lien or claim of Lien by the lienor with interest, costs and expenses. All costs and expenses incurred (including, but not limited to, reasonable attorneys' fees) andlor amounts paid by Landlord in connection therewith or in connection with insuring title to the Shopping Center or any interest herein free of such Lien or claim of Lien, together with a Late Charge (as set forth in Section 4.08) charged from the respective dates of Landlord's making the payment andlor incurring the cost and expense, shall constitute Additional Rent payable by Tenant to Landlord on demand. Section 2.05 Opening of Premises: Failure to Open/Operate. (a) Opening of Premises. Intentionally Deleted. (b) Failure to Open/Operate. If Tenant fails to open its business to the public in the Premises, or fails to continuously operate its business in accordance with the terms of this Lease, or vacates the Premises prior to the expiration of the Term, Landlord will suffer damages in an amount which are not readily ascertainable and, in any such event, Landlord shall have the right to collect (as liquidated damages and not as a penalty) One Thousand Dollars ($1000.00) for each day that Tenant fails to operate, in addition to all other Rent and charges which are due hereunder. Any and all sums payable by Tenant to Landlord pursuant to the immediately preceding sentence shall be paid on demand and shall in no way relieve Tenant from any of its obligations under this Lease, including the obligation to open and operate its business in the Premises, and Landlord shall have all other rights and remedies under this Lease, at law and in equity, arising from Tenant's failure to open and operate pursuant to this Section. PassageOfl ndia-CapitalCity-FinalFinal February t 0, 2012 \ MortonlJTF 7 Section 2.06 Relocation of Premises (a) Right to Relocate. Notwithstanding anything to the contrary contained in this Lease, in connection with any expansion, renovation, re-merchandising, rearrangement or change in size or configuration of any part of the Shopping Center, Landlord shall have the right on one or more occasions to require Tenant to relocate from the Premises to a location designated by Landlord ("Relocated Premises"), which shall contain approximately the same number of square feet as the Premises. Landlord shall advise Tenant in writing ("Relocation Notice") as to the location of the Relocated Premises and the date by which Landlord will require Tenant to complete such relocation. Within thirty (30) days of Tenant's receipt of Landlord's Relocation Notice, Tenant shall advise landlord in writing whether Tenant agrees to relocate to the Relocated Premises in accordance with the provisions of this Section. (b) Right to Cancel. In the event Tenant fails to notify Landlord that Tenant will or will not relocate within the aforesaid time frame or Tenant refuses to relocate, then, at any time thereafter, Landlord may cancel this Lease upon sixty (60) days prior written notice to Tenant ("Cancellation Notice"), in which event this Lease will expire on such date as set forth in the Cancellation Notice ("Cancellation Date") as though the Cancellation Date was fixed as the expiration date of this Lease. Tenant shall vacate the Premises and surrender possession to Landlord on or before the Cancellation Date in accordance with the terms of this Lease, and Landlord shall have no liability to Tenant as a result of such cancellation, except as set forth in this Section. If Landlord sends the Cancellation Notice and Tenant vacates as set forth herein, Landlord shall pay to Tenant the unamortized net cost of Tenant's leasehold improvements to the Premises paid for by Tenant, exclusive of any construction allowance which has been paid to Tenant and the value of any construction reimbursements that have been waived by Landlord, such amortization to be determined with reference to Tenant's federal income tax returns, but in no event more than an amount based on straight-line depreciation over the Rent Term ("Unamortized Net Cost"). Tenant shall deliver to Landlord reasonably detailed evidence substantiating the Unamortized Net Cost and, upon Landlord's request, any additional information as Landlord may reasonably require in connection with the determination of the Unamortized Net Costs. Landlord will pay to Tenant the Unamortized Net Cost within the later of thirty (30) days after Tenant vacates the Premises or thirty (30) days of receipt of the information requested by Landlord, if Landlord requests such information, so long as Landlord is in agreement with Tenant with regard to the amount of such payment. (c) Build-out of Relocated Premises. If Tenant agrees to relocate pursuant to the Relocation Notice, Landlord shall pay the cost of (i) preparing the Relocated Premises so that the same will be reasonably comparable in leasehold improvements and finish to the Premises as it existed immediately prior to Tenant's vacating the same; and (ii) moving and reinstalling Tenant's trade fixtures, equipment, and storefront sign. Tenant shall be responsible for moving its inventory. (d) Temoorarv Relocation or Partial Surrender. In the event Tenant is required to relocate temporarily (i.e., for no more than eight months), Tenant shall accept the Relocated Premises "as is" and Landlord shall not be required to perform any work therein. In addition, Landlord will reimburse Tenant for its reasonable and substantiated expenses incurred in moving from the Premises to the Relocated Premises (and returning to the original Premises, if applicable) which reimbursement shall be made within forty-five (45) days following Tenant's submission of its documented expenses. In the event Tenant is required to surrender only a portion of the Premises to Landlord, but is able to operate in the remainder of the Premises, Rent shall abate on a proportionate basis from the date Tenant surrenders to Landlord possession of the affected portion of the Premises. (e) Amendment. At Landlord's request, the parties shall enter into an amendment to this Lease which shall confirm the area and size of the Relocated Premises. The Minimum Rent and Percentage Rent Break Point shall be amended automatically to bear the same relationship to the Minimum Rent and Percentage Rent Break Point presently set forth in this Lease as the existing area of the Premises bears to the area of the Relocated Premises. (f) Remedv. Tenant agrees that the execution of the lease amendment or its receipt of the Unamortized Net Cost payment shall be Tenant's sole remedy in the event Tenant is required to surrender possession of the Premises as provided in this Section. ARTICLE 3: TERM Section 3.01 Length of Term. The term of this Lease (sometimes herein called the "Term") means the period of the "Interim Term" followed immediately by the period of the "Rent Term." The "Interim Term" means the period commencing on the date of this Lease and ending on the date immediately preceding the Rent Commencement Date. The "Rent Term" means the period commencing on the Rent Commencement Date and ending on the Expiration Date (both as defined in Fundamental Lease Provisions), as extended pursuant to Section 3.03 or by agreement executed by Landlord and Tenant, or as sooner terminated as provided herein, as the case maybe. If not sooner terminated as herein provided, this Lease shall terminate on the Expiration Date without the necessity of notice from Landlord or Tenant. Section 3.02 Delivery upon Term Expiration. Tenant shall deliver up and surrender to Landlord possession of the Premises upon the Expiration Date or earlier termination of the Term, broom clean, free of debris, in good order, condition and state of repair, and in compliance with Article 14 (excepting Landlord's obligations under this Lease, damage by casualty, and ordinary wear and tear). Furthermore, Tenant shall deliver the keys to the Premises to the Shopping Center management office or to such other place as Landlord may designate and shall notify Landlord in writing of all combinations of locks, safes and vaults in the Premises. Section 3.03 Effect of Holding Over. (a) Holdover. If Tenant or any party claiming under Tenant remains in possession of the Premises or any PassageOflndia-CapitalCity-F inalF final February 10, 2012 \ MortonlJTF $ part thel'eof after the Expiration Date or earlier termination of this Lease (a "holdover"), no tenancy or interest in the Premises shall result therefrom, such holdover shall be an unlawful detainer, and all such parties shall be subject to immediate ouster and removal. In the event of holdover, Tenant shall pay liquidated rent to Landlord upon demand in an amount equal to all Percentage Rent and Additional Rent plus double the Minimum Rent for such holdover period; and Tenant shall indemnify and hold harmless Landlord from all loss, cost, expense and liability whatsoever resulting from such holdover including any claims made by any succeeding tenant due in whole or in part to Tenant's holdover. (b) Good Faith Neootiations. Notwithstanding the foregoing, in the event Landlord and Tenant are conducting good faith negotiations to extend the Term or to enter into a new lease for the Premises, Tenant shall continue making all payments at one hundred percent (100%) of the Rent (including Additional Rent) payable as of the last month of the Term. Upon execution of an agreement to extend the Term or upon the execution of a new lease for the Premises, Tenant shall retroactively pay the increase in Rent, if any, as set forth in. such agreement to extend the Term or new (ease. In the event good faith negotiations between the parties cease, or in the event Landlord in Landlord's sole discretion decides not to renew the Term, and if upon ten (10) days notice from Landlord, Tenant (or any party claiming under Tenant) refuses to surrender the Premises to Landlord, Landlord shall have the option to charge Tenant the liquidated rent set forth in paragraph (a) above from the expiration of such ten (10) day notice until such time as Landlord obtains possession of the Premises from Tenant. ARTICLE 4: RENT Section 4.01 Tenant's Aareement To Pav Rent. For the right of use and occupancy of the Premises during the Rent Term, Tenant hereby agrees to pay Minimum Rent, Percentage Rent, and Additional Rent (collectively referred to herein as "Rent") at the times and in the manner provided in this Lease. All Rent shall be paid in United States currency and shall, if other than cash, be drawn on a United States bank. Landlord may accept any payment of Rent by Tenant of a lesser amount than shall be due from Tenant without prejudice to any rights or remedies which Landlord may have against Tenant. Any endorsement or statement on any check accepted by Landlord or any statement in correspondence accompanying such check that acceptance of such lesser amount is payment in full shall be given no effect. Section 4.02 Minimum Rent. (a) Minimum Rent. Tenant shall pay to Landlord a guaranteed annual minimum rent ("Minimum Rent") as set forth in the Fundamental Lease Provisions, which shall be due and payable in twelve (12) equal monthly installments, in advance, on the first day of each calendar month of the Rent Term at Landlord's Rent Payment Address. Tenant shall pay the first installment on the Rent Commencement Date whether or not such date is the first day of a calendar month. (b) Proration. In the event that the Rent Commencement Date shall be a day other than the first day of a calendar month, Tenant's first payment of Minimum Rent shall be prorated for the fractional month between the'Rent Commencement Date and the first day of the first full calendar month in the Rent Term, on a per diem basis (calculated on the actual number of days in the month), and Tenant shall pay such amount in advance on the Rent Commencement Date. If the Minimum Rent increases during the Rent Term, for the purpose of determining the date on which Minimum Rent increase(s) become effective, a partial month shall be disregarded. (c) Expansion Increase. Intentionally Deleted (d) Allocation to Additional Rent. At Landlord's discretion, Landlord may allocate a portion of Tenant's Minimum Rent toward any element(s) of Additional Rent at no increase in Minimum Rent to Tenant. Any such allocation by Landlord shall not serve to give Tenant any rights not otherwise granted in this Lease. Section 4.03 Percentaae Rent. (a) Percentaae Rent. In addition to Minimum Rent, during the Rent Term, Tenant shalt pay to Landlord percentage rent ("Percentage Rent") as determined by this Article 4. Percentage Rent for each Lease Year shall be an amount equal to the Percentage Rate (set forth in the Fundamental Lease Provisions) multiplied by the amount of Gross Sales made during such Lease Year in excess of the applicable Break Point (set forth in the Fundamental Lease Provisions). Each payment of Percentage Rent shall be paid by Tenant to Landlord at the times set forth herein, at the place then fixed for the payment of Minimum Rent, together with Tenant's Monthly Report of Gross Sales (as defined below). (b) Proration. In the event that the first or last Lease Year shall consist of fewer than twelve (12) full calendar months or if during a certain Lease Year or Partial lease Year Minimum Rent has been wholly abated for a period of time, then the applicable Break Point set forth in the Fundamental Lease Provisions shall be multiplied by a fraction, the numerator of which is the number of days in such Partial lease Year for which the Minimum Rent was payable and the denominator of which is three hundred sixty-five (365). In the event the Minimum Rent shall be partially abated (rather than wholly abated) for a period of time in any Lease Year or Partial Lease Year, the Break Point shall be reduced proportionately. (c) Pavment. In each Lease Year or Partial Lease Year, as the case may be, Tenant shall be obligated to pay Percentage Rent on the tenth (10`") day of the month immediately following the month during which Tenant's Gross Sales for such Lease Year or Partial lease Year exceed the Break Point and each month for the balance of that Leasg Year or Partial Lease Year. Tenant shall make such payments concurrently with the submission by Tenant to Landlord of the written statement of Monthly Report (as defined below). (d) Percentage Rent Adiustment. In the event the Break Point is subject to adjustment during the Term and the date on which any such adjustment is to occur {hereafter referred to as the "Rental Adjustment Date") is other than the first day of a Lease Year, the Break Point for the Lease Year in which the Rental Adjustment Date shall fall shall be the sum of: (i) the initial Break Point multiplied by a fraction the numerator of which shall be the number of days in the Pa ssageOfl nd ia-CapitalCity-F ina IFinal February 10, 2012 \ Morton/JTF g 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 (ii) the later Break Point multiplied by a fraction, the numerator of 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). Section 4.04 Gross Sales. (a) Definition of Gross Sales. The term "Gross Sales" means the amount of the sales price of all merchandise, wares and other goods sold (including gift and merchandise certificates/cards when redeemed), leased, rented or licensed, and the actual charges for all services performed, business conducted by Tenant and by any subtenant, licensee, concessionaire and other occupant in, at, from, or arising out of the use of the Premises, whether wholesale or retail, whether for cash or credit, or otherwise, and including the value of all consideration other than money received for any of the foregoing, without reserve or deduction for inability or failure to collect, including but not limited to sales, leases and services: (i) where the orders originate in, at, from or arise out of the use of the Premises, whether delivery or performance is made from the Premises or elsewhere; or (ii) made or performed by mail, telephone, Internet, telecopy, fax, website or similar means and orders received, filled or delivered in, at or from the Premises; or (iii) made or performed by means of telephonic, mechanical or other vending means or devices in or for the Premises; or (iv) which Tenant, and any subtenant, licensee, concessionaire or other occupant, in the normal and customary course of its business, would or does credit or attribute to its operations at the Premises or any part thereof. Gross Sales shall include any deposit accepted and retained by Tenant. Each installment or credit sale shall be treated as a sale for the full price in the month during which such sale is made, regardless of whether or when Tenant receives payment. No franchise, value added tax, capital stock tax, tax based upon assets or net worth or gross receipt tax, and no income or similar tax based on income or profits shall be deducted from Gross Sales. (b) Gross Sales Exclusions. Only the following shall be excluded from Gross Sales, provided that Tenant supplies records to Landlord, in form and substance reasonably acceptable to landlord, which adequately support such exclusions: (i) exchanges of merchandise between Tenant's stores made solely for the convenient operation of Tenant's business and not to consummate a sale made in, at or from the Premises; (ii) returns to suppliers, shippers or manufacturers; (iii) cash or credit refunds to customers on transactions otherwise included in Gross Sales; (iv) sales of fixtures, machinery and equipment, which are not stock for sale or trade, after use in the conduct of Tenant's business in the Premises; (v) amounts separately stated in the sales receipt and collected from customers which are paid by Tenant to any government for any sales or excise tax imposed bylaw at the point of sale; (vi) sales to employees at a discount, not to exceed one percent (1%) of annual Gross Sales; and (vii) cash from permitted pay telephones and vending machines not located in the sales area and primarily for use by Tenant's employees. Section 4.05 Reportinst of Gross Sales: Year End Adjustment. (a) Monthly Report. Tenant shall furnish to Landlord within ten (t0) days after the end of each calendar month during the Rent Term a complete statement (the "Monthly Report"), certified by Tenant (or a responsible financial officer of Tenant if Tenant is a corporation), setting forth (i) the amount of Gross Sales during such month, (ii) the aggregate amount of Gross Sales during such Lease Year (or Partial Lease Year, as the case may be), including such month, (iii) the amount, if any, by which such aggregate amount of Gross Sales exceeds the Break Point, and (iv} the amount of Percentage Rent paid by Tenant to Landlord for such Lease Year (or Partial Lease Year, as the case may be). If the Rent Commencement Date shall not be the first day of a calendar month, the period between the Rent Commencement Date and the first day of the first full calendar month in the Rent Tenn and Tenant's Gross Sales during such period shall 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) Yeariv Report. Tenant will also furnish to Landlord within sixty (60) days after the end of each Lease Year a complete statement (the "Yearly Report") certified as a full, complete, and accurate report by Tenant's chief financial officer, showing in reasonable detail the amount of Gross Sales during such Lease Year and the amount of Percentage Rent paid to Landlord for such Lease Year. Tenant shall not be permitted to modify the Yearly Report once furnished to Landlord. (c) Delivery of Reports. The reports required by this Section shall be delivered to Landlord's Notice Addresses or to another person andlor place as Landlord may designate from time to time. If Tenant shall fail to deliver any Monthly Report andlor Yearly Report when due, in addition to all of Landlord's other rights and remedies hereunder, Tenant shall pay to Landlord, as Additional Rent, an amount equal to One Hundred Dollars ($100.00) per day for each day such statement is overdue. Section 4.06 Tenant's Records and Audit. (a) Tenant's Records. Tenant covenants and agrees that Tenant's business records and those of any subtenant, licensee or concessionaire upon the Premises shall be maintained in accordance with generally accepted accounting principles. Tenant shall keep, at the Premises or at Tenant's home or regional office, complete and accurate books of accounts and records with respect to all operations of the business conducted in or from the Premises, including the recording of Gross Sales and the receipt of all merchandise and other goods into and the delivery of all merchandise and other goods from the Premises during the Term. Tenant shall retain such books and records, copies of all tax reports PassageOflndia-CapitalCity-FinalFinal February 10, 2012 \ MortonlJTF 70 and tax returns submitted to taxing authorities, as well as copies of contracts, vouchers, checks, inventory records and other documents and papers in any way relating to the operation of such business for at least three (3) years from the end of the period to which they are applicable or, if any audit is commenced or if a controversy should arise between the parties hereto regarding Rent, until such audit or controversy is terminated even though Tenant's retention period may continue after the expiration of the Term or earlier termination of this Lease. (b) Landlord's Right to Inspect. Landlord's acceptance of Percentage Rent payments shall be without prejudice to Landlord's examination and audit rights. Tenant's books and records (including the books and records of any subtenant, licensee, concessionaire and other occupant) shall be open at all reasonable times during the aforesaid retention period to the inspection of Landlord or its duly authorized representatives, upon ten (10) days prior notice to Tenant, and Tenant shall make such books, records and other materials available at the Premises for such examination and audit at Landlord's request. Landlord and its representatives shall have full and free access to such books and records and the right to require explanation from Tenant, its agents and employees. Provided that such information is not then part of the public domain, the information obtained through said inspection shall be held as confidential by Landlord and Landlord's officers, agents and employees and shall not be revealed, either verbally or in writing, except (i) upon the prior written consent of Tenant, or (ii) if required pursuant to any litigation, or (iii) to Landlord's advisors, accountants and attorneys, or (iv) to prospective purchasers or current or prospective mortgagees of the Shopping Center or current or prospective investors in the Shopping Center, or (v) if otherwise required by law. If any such information subsequently becomes part of the public domain without the breach of the terms and conditions of this Lease, then Landlord and Landlord's officers, agents and employees shall no longer be bound by the requirements of the preceding sentence. (c) Tenant's Failure to Comply. If such audit shall disclose that (i) any of the Yearly Reports understate Gross Sales during the reporting period of the report to the extent of two percent (2%) or more; or (ii) Tenant has not recorded Gross Sales or kept books of accounts and records for the period required by Article Q; or (iii) if Tenant shall be delinquent in delivering to Landlord the Yearly Report or Monthly Reports for two (2) consecutive months or more than twice in any Lease Year, then such understatement, failure or delinquency shall be an "Event of Default" (as defined in Section 16.01). In addition, in the event of such understatement or failure, Landlord shall have the right to bill Tenant the amount of any Percentage Rent deficiency and the reasonable cost of said audit, alt of which shall be paid by Tenant within ten (10) days after demand. Such deficiency will bear interest at the "Default Rate" (defined in Section 16.03) from and after the date it should have been paid until paid. (d) Reme In the event Tenant violates the provisions of Sections 4.06(a) or (b) and, as a result of such violation, Landlord or its 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, will suffer damages in an amount which is not readily ascertainable. Therefore, in such event, Landlord shall have the right to collect and Tenant agrees to pay, as liquidated damages and not as a penalty, an amount equal to twenty percent (20%) of the greater of (i) Percentage Rent reported for the period or periods in question, or (ii) the annual Minimum Rent payable for the period or periods in question. Such liquidated damages are in addition to and not in lieu of any other remedies (at law or in equity) which Landlord may have under this Lease. Section 4.07 Additional Rent. Tenant shall pay to Landlord or a third party designated by Landlord, as additional rent all sums of any nature required to be paid by Tenant pursuant to this Lease other than Minimum Rent and Percentage Rent (herein sometimes collectively called "Additional Rent"), whether or not expressly called "Additional Rent". Section 4.08 Latellnsufftcient Funds Charge. In the event Tenant fails to pay when due any installment of Rent or other sum payable by Tenant under this Lease, Landlord may charge Tenant, as Additional Rent, a "Late Charge" in the amount of the greater of (i) Two Hundred Fifty Dollars ($250.00) or (ii) five cents ($.05) per dollar overdue for the purpose of defraying Landlord's administrative expenses incident to the handling of such overdue payments. If Tenant pays any installment of Rent by check and such check is retumed for insufficient funds or other reasons not the fault of Landlord, then Tenant shall pay Landlord, on demand, a processing fee of One Hundred Dollars ($100.00) per returned check plus all applicable Late Charges. If three (3) checks are returned for insufficient funds or other reasons not the fault of Landlord, alt subsequent payments to Landlord by Tenant shall be in the form of either a certified or cashier's check. Section 4.09 Where Rent Payable and to Whom; No Deductions. Rent payable by Tenant under this Lease shall be paid when due without prior demand (unless such prior demand is expressly provided for in this Lease), shall be payable without any deductions or setoffs or counterclaims whatsoever (except for credits expressly permitted by this Lease), and shall be paid by Tenant to Landlord at Landlord's Rent Payment Address set forth in the Fundamental Lease Provisions or to such payee andlor at such other place as may be designated from time to time by notice from Landlord to Tenant. At the end of the Term, provided Tenant is not in default, Landlord shalt refund to Tenant any amount of excess Rent paid to Landlord and any other amounts due from Landlord to Tenant. Section 4.10 Security Deoosit. Intentionally Deleted. ARTICLE 5: REAL ESTATE TAXES AND ASSESSMENTS Section 5.01 Taxes. (a) Taxes. Tenant shall pay to Landlord in each Tax Year, as Additional Rent, Tenant's share of all real estate and other ad valorem taxes and other assessments, impositions, excises and other governmental or quasi- governmental charges of every kind and nature (including, but not limited to, general and special assessments, special PassageOflndia-CapitalCity-FinalFinal February 70, 2012 ~ Morton/JTF 11 service district taxes, impact fees, sewer and fire district assessments, foreseen as well as unforeseen, and ordinary as well as extraordinary, including payments in lieu of taxes) with respect to the Shopping Center and all improvements thereon or any part thereof. Such taxes and assessments, including Landlord's reasonable costs and expenses (including statutory interest, if any) in obtaining or attempting to obtain any refund, reduction or deferral of such taxes are collectively called the "Taxes" in this Lease. (b) Tax Year. "Tax Year" shall mean the twelve (12) full calendar months of the Rent Term commencing with the January 1" immediately following the Rent Commencement Date and ending December 31e of such calendar year and each succeeding twelve (12) month period thereafter commencing in the Term; provided, however, the first Tax Year shall commence on the Rent Commencement Date and terminate on the immediately succeeding December 31~`. If the Rent Term commences or terminates (other than by reason of Tenant's default) on a day other than the first or last day of a Tax Year, Tenant's Tax Charge for such Tax Year shall be equitably prorated. Landlord shall have the right to change the structure of the Tax Year to reflect the local billing customs. Section 5.02 Tenant's Tax Charge. (a) Tax Charge. Tenant's share of the Taxes in each Tax Year (the "Tax Charge") shall be an amount equal to the amount obtained by multiplying the total of all Taxes payable during such Tax Year for the Shopping Center less all amounts paid as Taxes to Landlord by the occupants of any Excluded Areas (as defined in Section 1.02) by a fraction, the numerator of which shall be the GLA of the Premises and the denominator of which shall be the average of the total amount of square feet of the GLA of the Shopping Center in effect on the last day of each calendar month of the Tax Year. (b) Payment of Tax Charge. Tenant shall pay the Tax Charge as Additional Rent during the Rent Term in equal monthly installments, in advance, without demand or setoff, in an amount equal to one-twelfth (1I12~") of the Tax Charge as calculated above in paragraph (a). Landlord estimates Tenant's Tax Charge for the first Tax Year to be the amount set forth in Section 1.01(h) of this Lease multiplied by the GLA of the Premises. Landlord may revise its estimate and may adjust such monthly payment at the end of any calendar month. The first such installment shall be due and payable by Tenant on the Rent Commencement Date (prorated for the remaining number of days in the Tax Year). Thereafter, subsequent installments shall be due and payable at the beginning of each ensuing calendar month during the Rent Term. In addition to the payments provided for in the immediately preceding sentences,rf Landlord shall have prepaid all or a portion of the Taxes applicable to the Rent Term prior to the Rent Commencement Date, Tenant's Tax Charge shall include Tenant's share of such Taxes on or before the Rent Commencement Date. Landlord shall send to Tenant an invoice setting forth Tenant's share of such Taxes, together with copies of receipted bills evidencing (_andlord's payment of such Taxes. (c) Notification of Tax Charoe. After Landlord has received the Tax bills for each calendar year, Landlord will notify Tenant of (i) the amount of Taxes on which the Tax Charge is based, (ii) the amount of any refund, reduction or deferral expenses, (iii) the total GLA of the Premises and the Shopping Center (less the Excl~~~ted Areas) on which the Tax Charge is based and (iv) the amount of the Tax Charge. If the aforesaid monthly payments on account of the Tax Charge for a given calendar year are greater than Tenant's share of the Taxes payable for a given calendar year, Tenant shall receive a credit from Landlord for the excess against installments of the Tax Charge next becoming due to Landlord; and if said payments are less than Tenant's share, Tenant shall forthwith pay Landlord the difference. Section 5.03 Tenant's Additional Tax Obtlaations. (a) Additional Tax Obligations. Tenant shall pay, before delinquent, any and all taxes, assessments, impositions, excises, fees (including any impact fees) and other charges levied, assessed or imposed by governmental or quasi-governmental authorities upon Tenant or its business operation, or based upon the use or occupancy of the Premises, or upon Tenant's leasehold interest, trade fixtures, furnishings, equipment, leasehold improvements (including, but not limited to, those required to be made pursuant to Tenant's Work) alterations, changes and additions made by Tenant, merchandise and personal property of any kind owned, installed or used by Tenant in, from or upon the Premises. If the property of Landlord is included in any of the foregoing items, the aforesaid taxes, assessments, impositions, excises, fees and other charges shall nonetheless be paid by Tenant as herein provided. Tenant shall pay, when due and payable, any sales tax or other tax, assessment, imposition, excise or other charge now or hereafter levied, assessed or imposed upon or against this Lease or any Rent or other sums paid or to be paid hereunder, or Tenant's, Landlord's or Agent's interest in this Lease or any Rent or other sums paid or to be paid hereunder. Should the appropriate taxing authority require that any tax, assessment, imposition, excise or other charge referred to in this Section 5.03(a) be collected by Landlord or Agent on behalf of the taxing authority, then such tax, assessment, imposition, excise or other charge shall be paid by Tenant to Landlord or Agent monthly as Additional Rent in accordance with the terms of any notice from Landlord or Agent to Tenant to such effect. The taxes, assessments, impositions, excises, fees and other charges described in this Section 5.03(a) shall be the obligation of Tenant and not Landlord or Agent and, if imposed on Landlord or Agent, Tenant shall pay the same to Landlord within thirty (30) days after receipt of each bill. (b) Inclusions. Nothing contained in this lease shall be construed to include in Taxes any inheritance, estate, succession, transfer, gift, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord. Notwithstanding the foregoing, if any gross receipts tax, business franchise tax, capital stock tax, business privilege tax, andlor net worth-based tax shall be payable by Landlord or Agent, Tenant shall pay the portion attributable to Landlord's receipts from this lease. ARTICLE 6: UTILITIES Section 6.01 Services. (a) Utilities and HVAC. Tenant agrees to connect to and use the utilities, facilities, andlor services (including electricity, sewer, water treatment, water, heating, ventilation and/or air conditioning, gas, telephone, A.D.T. or other alarm system, and any other utility facility and/or service) supplied to or for the Premises by Landlord or the applicable utility company, municipality andlor other governmental body or authority supplying the utility service and to pay Landlord or the PassageOFlndia-CapitalCity-FinalFinal February 10, 2012 \ MortoNJTF ~ 2 applicable utility company or other supplier for Such utilities. Exhibit B sets forth those utilities and Exhibit C sets forth those heating, ventilation and/or air conditioning services which shall be provided to the Premises by Landlord as well as the manner in which charges for their consumption shall be determined and paid by Tenant. Unless otherwise provided in Exhibit B or C, Landlord shall not be responsible for providing any utility or heating, ventilation and/or air conditioning service to the Premises or for providing meters or other devices for the measurement of utilities supplied to the Premises, and Tenant shall arrange for the furnishing to the Premises of such utility services as it may require, as well as for the installation of all such meters or other devices. (b) SUDDIY. MohriNutandirg the fonegoir~g, if permitted by law, tandbr<i shall have the right al any time and from time to time during the Term to either contract for service from a different company a companies providing utility service (each such company shall hereinafter be referred to as an "Alternate Service Provider") or continue to contract for service from the current utility service provider. Landlord may, after thirty (30) days notice to Tenant, cease to furnish any one or more of the utility services to the Premises without any responsibility to Tenant except to connect, at Tenant's sole cost and expense, Tenant's distribution facilities with another source for the utility service discontinued. Landlord shall incur no liability to Tenant and this Lease shall not be affected in the event that any utility becomes unavailable from any source of supply or for any reason. Landlord, in its sole discretion, shall have the right from time to time to alter the method and source of supply to the Premises of electricity or any other utility, and Tenant agrees to execute and deliver to Landlord such documentation as may be required to effect such alteration. (c) Ca aci Tenant shall not at any time overburden or exceed the capacity of the mains, feeders, ducts, conduits, or other facilities by which such utilities are supplied to, distributed in or serve the Premises. (d) Energy Management System. Landlord has installed or may install an Energy Management System to efficiently conserve utility usage and, if installed, Tenant agrees to pay monthly the sum of Sixty Dollars ($60.00) as Tenant's share of the Energy Management System purchase, installation, mainten~ce and upgrade costs. Section 6.02 Service Charoes. (a) Service Charoes. In the event any utilities used in the Premises are supplied by Landlord, Ten,~nt shall pay to Landlord as Additional Rent at times and in the manner hereinafter set forth, charges for certain utility and i,eating, ventilation and/or air-conditioning services as set forth herein. Such charges are collectively called the 'Service Charges" (b) Failure to Pav. If Tenant fails to make any such payment to Landlord within ten (10) days from the date payment is due, or upon failure of Tenant to pay any other sums of Rent or charges due under this Lease in full, Landlord may, without limitation, cut off and discontinue any water, energy and sanitary services furnished to or for the Premises by Landlord, without any liability to Landlord. Any action by Landlord pursuant to the provisions of this Section 6.02 shall not be construed as an eviction or disturbance of possession or an election by Landlord to terminate this Lease. (c) Interruption of Services: No Waste. Landlord shall not be liable or responsible for any loss, damage or expense Tenant may sustain or incur by reason of any change, failure, curtailment, interruption, disruption, "brown out" or defect in the supply or character of any utility supplied to the Shopping Center or Premises or if the quantity or character of the utility supplied by Landlord or any service provider is no longer available or suitable for Tenant's requirements, and none of the foregoing shall constitute an actual or constructive eviction or entitle Tenant to any abatement or diminution of Rent or relieve Tenant from any of its obligations under this Lease. Tenant shall operate the Premises in such a manner as shall not waste energy or water or burden or harm sanitary service. Landlord may cease to furnish any one or more of said services without responsibility to Tenant except to connect the service facilities with such other nearby source as may be available for the services so discontinued. (d) Sprinkler Charge. Intentionally Deleted (e) Trash and Garbage Removal. Tenant shall be solely responsible for trash and garbage removal from the Premises, including the placing of all trash and garbage in containers for such purpose. If provided, Tenant shall utilize the containers provided by Landlord or Landlord's trash removal service. In the event Landlord elects to furnish such service to Tenant itself or by contracting with athird-party vendor, Tenant agrees to use only the service provided by Landlord or its contractor, as applicable, and to pay for such service (including, without limitation, both the cost of leasing containers and the cost of removal) monthly, either as Additional Rent paid to Landlord in accordance with a schedule of charges to be established by Landlord (which Landlord may include among the Services Charges) or, if billed directly by a third-party vendor, directly to such vendor (the "Refuse Handling Charge") The failure to pay timely the Refuse Handling Charge shall be an Event of Default. In no event shall Tenant be obligated to pay Landlord more for such trash and garbage removal service (if landlord is providing such service) than the prevailing competitive rates of reputable independent trash removal contractors for service similar to that provided by Landlord. Tenant shall, at its expense, comply with all trash recycling procedures in effect from time to time. Tenant shall not dispose of any Hazardous Substances or items regulated by Environmental Laws (both as defined in Section 7.07) in any trash facilities provided by Landlord; rather, Tenant shall arrange, at its sole cost and expense, to have all such items removed from the Premises and Shopping Center in accordance with all Governmental Requirements (as defined in Section 7.07). (f) Telephone. All telephone service required by Tenant for its Premises shall be obtained by Tenant and shall be installed by the appropriate utility company. All charges for telephone service (incuding the installation) shall be billed directly to Tenant by the utility company providing the service. Tenant shall pay to the appropriate utility company all charges as and when they become due and payable. ARTICLE 7: USE OF PREMISES Section 7.01 Sole Use and Trade Name. Tenant covenants and agrees that throughout the Rent Term, Tenant shall continuously use and operate all of the Premises for the Permitted Use and under the Trade Name set forth in the Fundamental Lease Provisions. Tenant PassageOfl ndia-CapitalCity-F inalFinal February 10, 2012 \ MortonlJTF 13 agrees that if the Premises is used for a use or under a trade name not set forth in the Fundamental Lease Provisions without landlord's prior written consent, such conduct shall constitute an Event of Default. Tenant shall, at its expense, procure any and all governmental licenses and permits required for the conduct of business in or from the Premises and shall at all times comply with the requirements of each such license and permit. Landlord does not represent or warrant that it will obtain for Tenant or that Tenant will be able to obtain any license or permit. Section 7.02 Hours. Tenant covenants and agrees that throughout the Rent Term, Tenant shall continuously operate, conduct its business within and otherwise use the Premises in accordance with the terms and conditions of this Lease (unless the Premises is rendered unfit for occupancy by reason of fire or other casualty, in which event Article 12 shall control). Tenant will keep the Premises open for business to the public at least every Monday through Saturday from 10:00 am until 9:30 pm and every Sunday from 11:00 am until 6:00 pm, or as otherwise required by Landlord. In the event Tenant violates the foregoing, in addition to any other rights or remedies available to Landlord, Landlord shall have the right to collect (as liquidated damages and not as a penalty) One Thousand Dollars ($1000.00) for each day a violation occurs. Tenant agrees that Landlord may change the business hours from time to time to reflect local custom or seasonal shopping patterns provided that such changes are uniformly applied to a majority of retail tenants in the Shopping Center. The requirements of this Section are subject to any and all Governmental Requirements. Section 7.03 Ogeretional Reauirements. (a) Sales. Tenant will not conduct or permit to be conducted any auction, fire, bankruptcy, going-out-of- business, or similar sale or utilize any unethical business methods; however, this provision shall not preclude the conduct of periodic, seasonal, promotional or clearance sales. (b) Nuisance Uses. Tenant will not distribute or cause to be distributed at or in the Shopping Center any handbills, notices, or other advertising. Tenant will not conduct or permit any activities that might constitute a nuisance, which are prurient, or otherwise generally not considered appropriate in accordance with Landlord's standards of operation for the Shopping Center. Notwithstanding anything contained herein to the contrary, Tenant is specifically prohibited from selling or distributing any of the following: (i) pipes of the type and nature commonly associated with marijuana smoking (e.g. "water pipes" or "bongs"), "roach clips", "cocaine spoons", and all other types of smoker's novelty items, materials or paraphernalia which are or may reasonably be construed to be intended for use in connection with narcotics or other unlawful substances; (ii) sexually explicit merchandise; and (iii) other merchandise of an offensive nature. (c) Sensory Offenses. Tenant will not use or permit the use of any apparatus for sound/light reproduction or transmission including loudspeakers, phonographs, radios, televisions, or any musical instrument in such manner that the sounds shall be audible beyond the interior of the Premises. Tenant will keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the confines of the Premises; will not cause or permit strong, unusual, offensive, or objectionable sound, sights, odors, fumes, dust, or vapors to emanate or be dispelled from the Premises. Tenant will not install any antennae or other communication equipment anywhere other than in the interior of the Premises without Landlord's prior written consent. (d) Shipgino and Receiving. Tenant 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 Premises through any portion of the enclosed mall unless the Premises has no entrance other than on the enclosed mall, in which case Tenant shall use its best efforts to schedule deliveries outside Shopping Center business hours, except as otherwise approved in writing by landlord. Tenant will not permit the parking or standing of trucks, trailers, or other vehicles or equipment engaged in loading/unloading in a manner which may interfere with the use of any Common Areas or any pedestrian or vehicular use. (e) Cleanliness. Tenant will keep clean the inside and outside of all glass in the doors and windows of the Premises and will replace any cracked or broken glass with glass of the same kind, size and quality. Tenant will maintain the Premises at its own expense in a clean, orderly and sanitary condition, free of insects, rodents, vermin, and other pests, and will use an exterminator designated by Landlord and at times designated by Landlord. Tenant will not burn or permit undue accumulation of garbage, trash, rubbish and other refuse, will keep such refuse in proper containers in the interior of the Premises until so removed from the Premises, and will (subject to Section 6.02) remove the same from the Premises to compactors or other receptacles designated by Landlord. (f) Security and Lighting. Tenant will provide or cause to be provided all security within the Premises as it deems appropriate for its licensees, invitees and employees. Tenant will also provide adequate lighting during such periods as the Premises is open for business. (g) Disglavs and Solicitations. Tenant will not use or permit to be used any space outside of the Premises for the display or sale or offering for sale of any merchandise or for any other business, occupation, or undertaking. Tenant will not Permit the use of any portion of the Premises or Common Areas for solicitations, demonstrations or any activities inconsistent with reasonable standards of a first class shopping mall, in Landlord's reasonable determination. (h) Staff and Merchandise. Tenant will maintain at all times a full staff of employees and a complete stock of merchandise consistent with the Permitted Use and will conduct its business to maximize Gross Sales. (i) Labor Relations and Hand-Billing. Tenant will conduct its labor relations and its relations with employees in such a manner as to avoid all strikes, picketing, boycotts or hand-billing at or about the Premises and the Shopping Center. Tenant further agrees that if in connection with any work done by or for Tenant in or about the Premises there is a strike, picketing, boycotting, hand-billing or other activity objectionable to Landlord, Tenant shall remove or cause to be removed from the Premises and the Shopping Center all persons, to the extent not prohibited by law, until such strike, picketing, boycotting, hand-billing or other activity ceases and the cause thereof is settled to Landlord's satisfaction. PassageOflndia-CapitalCity-FinalFinal February 10, 2012 ~ Morton/JTF 14 (j) Grease Trap and Exhaust. Tenant will, if applicable, install, properly maintain and routinely clean out a grease trap and either a "black iron duct" or other self-contained venting and exhaust system acceptable to Landlord. Such items shall be installed in a manner, of materials, and at a location approved in advance by Landlord and shall, at Landlord's option, connect to trunk facilities, if any, supplied by Landlord. (k) Plumbing. Tenant will not use the plumbing facilities for any purpose other than that for which they were constructed and will not dispose of any damaging or injurious substance therein. (I) Vending Machines. Tenant will not install, operate, or permit to be installed or operated any coin or token operated vending machine, game machine, pinball machine, pay telephone, pay locker, pay toilet, scale, amusement device, or machine for the sale of beverages, foods, candy, cigarettes or other items, except solely for use by Tenant's employees in non-sales areas and not to exceed collectively two (2) machines or devices. (m) Lawful Purposes. Tenant covenants that the Premises shall be used only and exclusively for lawful purposes. Tenant will comply with and observe all rules and regulations established by Landlord from time to time and will conduct its business in the Premises in a dignified manner. (n) AudioNideo Cassettes. Tenant will not store, display, rent, or sell any audio or video cassettes or compact discs. (o) Remodel -First Class Condition. Tenant shall maintain the Premises in first-class condition throughout the Term of this lease and shall refurbish all worn surfaces to bring the same to like new condition, at Tenant's sole cost and expense, as same is reasonably necessary during the Term. (p) Shopping Carts. Tenant will not permit any shopping carts owned or leased by Tenant in the Common Areas, even if taken there by Customers. (q) Smoking. Tenant will not permit smoking in the Premises. (r) Recycling. Tenant will participate in any recycling programs implemented by Landlord at the Shopping Center. Section 7.04 Emplovee Parking Areas. Landlord, from time to time, may designate that particular portions of the Shopping Center parking areas (the "Employee Parking Areas") are to be used by Tenant and its employees, or other individuals working at or from the Premises and, in such event, such employees individuals shall park their vehicles only in the Employee Parking Areas. Tenant shall furnish Landlord with a list of Tenant's and employees' vehicle license numbers within fifteen (15) days after Landlord's request therefor, and thereafter, Tenant shalt nofrfy Landlord in writing of any addition, deletion or other change to or from such list within five (5) days after Landlord makes such request. Tenant shall notify each employee of the provisions of this Section prior to each employee commencing employment or work at or from the Premises. if Tenant's employees do not park their vehicles in the Employee Parking Areas as required, Landlord may give Tenant notice of such violation. If Tenant does not act to correct such violation within two (2) days after Landlord's notice of violation is given, Tenant shall pay to Landlord, as Additional Rent, an amount equal to One Hundred Dollars ($100.00) per day per violating vehicle. For any subsequent violations, said charge shall commence without the necessity of further notice and Landlord shall have the right to have the violating vehicles towed at Tenant's expense. Section 7.05 Signs and Advertising. Tenant shall not place or permit to be placed on the roof, the exterior of the Premises, or on the glass of any window or door of the Premises, any sign, canopy, banner, decoration, lettering or advertising matter (collectively a "sign") without Landlord's prior written approval. Tenant shall submit to Landlord reasonably detailed drawings of its proposed signs for review and approval by Landlord prior to utilizing same; however, Tenant may, without Landlord's approval, use in the storefront professionally made, reasonably sized signs indicating prices, styles, and like information. AIi signs shall be insured and maintained by Tenant in good condition, operating order, and repair. Flashing signs are prohibited. Landlord shall have the right, after twenty-four (24) hours prior written notice to Tenant and without liability for damage to the Premises reasonably caused thereby, to remove any items displayed or affixed in or to the Premises or Shopping Center which Landlord determines (in its reasonable judgment) to be in violation of the provisions of this Section. Tenant will keep the storefront sign and display windows in the Premises lighted during all periods that the Shopping Center is open to the public and for thirty (30) minutes after required business hours and for such other periods as reasonably required by Shopping Center rules and regulations. Section 7.06 Radius Restriction. Intentionally Deleted. Section 7.07 Compliance with Laws: Hazardous Substances. (a) Compliance with Laws. Tenant agrees, at its own expense, to comply with all applicable federal, state and local laws, rules, regulations, ordinances, guidelines, judgments and orders and all recommendations and requirements of any public or private agency having authority over insurance and/or its rates (including insurance underwriters and insurance rating bureaus), now in effect or hereafter enacted or passed during the Term insofar as the Premises and any of Tenant's Permitted Use, signs, operations, or occupancy of the Premises by Tenant are concerned PassageOflndia-CapitalC ity-F inalF final February 10, 2012 1 MortonIJTF 15 including, without limitation, all Environmental Laws, the Americans with Disabilities Act, zoning ordinances and related land use resVictions, building codes, and fire codes (collectively, the "Governmental Requirements'). As used herein, "Environmental Laws" means any existing or future federal, state or local law, rule, regulation, order or directive pertaining to the environment, human health or safety, worker protection, or Hazardous Substances. (b) Hazardous Substances. Tenant shall not use the Premises or the Shopping Center for the generation, manufacture, refining, treatment, transportation, storage, handling, release, or disposal of hazardous materials, hazardous waste, hazardous substances, pollutants, toxic materials (including, without limitation, asbestos, polychlorinated biphenyls, petroleum products, hydraulic oils, radon gas, urea formaldehyde, flammable explosives, propane, radioactive materials, and lead-based paint), or any other substances or materials which are now or hereafter regulated under any Environmental Laws (such materials, collectively, "Hazardous Substances"). Tenant may bring to and use at the Premises Hazardous Substances incidental to its normal business operations in solely de minimis quantities and strictly in accordance with all Environmental Laws. Tenant shall store and handle such substances in strict compliance with all Environmental Laws. (c) Storage Tanks. Tenant will not, without obtaining Landlord's prior written approval, which approval may be withheld in Landlord's sole discretion, install any storage tank (including, but not limited to, any tank designed to store Hazardous Substances, liquid or compressed gas of any kind), whether above or underground, at the Premises or in the Shopping Center. If Landlord consents to such installation, Tenant will comply with all Governmental Requirements and underwriter requirements concerning the installation, operation, and closure of such storage tank. Upon termination of this Lease, Landlord shall have the option of requiring that Tenant, at Tenant's sole cost and expense, perform tests relating to the condition of such storage tank and/or remove any storage tank installed by Tenant and associated contaminated material. Tenant shall be deemed the owner and operator of any storage tank installed by Tenant, its agent, or contractor. At Landlord's request, Tenant shall relocate such storage tank at Tenant's expense to another location acceptable to Landlord. (d) Release Notification. Tenant shall notify Landlord immediately upon learning that any provision of this Section 7.07 has been violated or that there has been a release, discharge or disposal of any Hazardous Substances at the Premises or at the Shopping Center. Tenant shall provide promptly to Landlord copies of all correspondence to or from third parties regarding Hazardous Substances in or originating from Tenant's operations at the Premises or at the Shopping Center. (e) l~ht to Inspect. Landlord shall have the right at all times during the Term of this Lease to inspect the Premises and conduct tests and investigations and take samples to determine whether Tenant is in compliance with the provisions of this Section 7.07, and to request lists of alt Hazardous Substances used, stored, or located at the Premises. The cost of all such inspections, tests, and investigations shall be borne by Landlord unless such inspections, tests, and investigations reveal a violation of any Environmental Laws by Tenant, its invitees or licensees, in which case such costs shall be borne by Tenant. (f) Cooaeration in Regard to Environmental Laws. Tenant shall cooperate with Landlord in obtaining approval of any transfer of the Shopping Center under Environmental Laws. Specifically, Tenant agrees that it shall (i) execute and deliver all affidavits, reports, responses to questions, applications or other filings required by Landlord and related to Tenant's activities at the Premises, (ii) allow inspections and testing of the Premises during normal business hours, and (iii) with respect to the Premises, perform any requirement reasonably requested by Landlord necessary for the receipt of approvals under Environmental Laws, provided the foregoing shall be at no out-of-pocket cost or expense to Tenant (except for clean-up and remediation costs arising from Tenant's violation of this Section 7.07). (g) Radon Gas. Intentionally Deleted. ARTICLE 8: COMMON AREAS AND OPERATING COSTS Section 8.01 Landlord's Control and Maintenance of Common Areas. (a) Landlord's Control. All Common Areas in or about the Shopping Center shall be subject to Landlord's exclusive control and management. Landlord shall operate, manage, equip, police, light, surface, maintain, repair and replace (or cause all of the same to occur to) the Common Areas in good and reasonable condition and manner and Landlord shall have the sole right and exclusive authority to employ and discharge all personnel with respect thereto and/or hire independent contractors to perform the same. In addition, Landlord may provide (or cause to be provided) security in the Common Areas at a level determined by Landlord. (b) Rioht to Close Common Areas. Landlord may at any time and from time to time close all or any portion of the Common Areas to make repairs or changes or to such extent as may, in Landlord's opinion, be necessary to prevent a dedication thereof or the accrual of any rights to any person or to the public therein, and close temporarily any or all portions of the Common Areas and perform such other acts in and to Common Areas as, in the exercise of good business judgment, Landlord shall determine to be advisable with a view to the improvement of the convenience and use thereof by occupants and tenants, their employees and invitees. Landlord may at any time and from time to time exclude and restrain any person from use or occupancy of any of the Common Areas excepting, however, Tenant, other tenants of Landlord, and bona fide invitees of either who make use of these areas for their intended purposes and in accordance with the rules and regulations established by Landlord. (c) Landlord's Use. Landlord shall at all times have the right to utilize the Common Areas for promotions, exhibits, carnival-type shows, rides, indoor or outdoor shows, displays, automobile and other shows or events; the leasing or licensing of kiosks, push carts and food facilities; landscaping; seating areas; seasonal displays and decorative items; and any other use which, in Landlord's judgment, tends to attract customers to or benefit the customers of the Shopping Center. Pa ssageOfl Hdlg-CapitalC ity-F final Fina I February 10, 2012 \ Morton/JTF 16 Section 8.02 Changes by Landlord. As between Landlord and Tenant, Landlord (or others entitled to) shall at all times and from time to time have the right and privilege of determining the nature and extent of the Common Areas and of making such changes, rearrangements, additions or reductions in and to the Common Areas which, in its opinion, are deemed to be desirable or which are made as a result of any Governmental Requirements. Such rights shall include, but not be limited to, the following: (i) changing or modifying and adding to or subtracting from the sizes, locations, shapes and arrangements of parking areas, entrances, exits, driveways, parking aisle alignments, and other Common Areas; (ii) altering the direction and flow of traffic; (iii) restricting parking by Tenant's employees to designated areas; (iv) constructing surface, sub-surface or elevated parking areas and facilities; (v) establishing and changing the level or grade of parking surfaces; (vi) enforcing parking charges (by meters or otherwise); (vii) installing landscaped areas; (viii) constructing additional buildings or improvements on the Common Areas or elsewhere and adding to or subtracting from the buildings in the Shopping Center, including building additional stories on any buildings; (ix) constructing roofs, walls, and any other improvements over, or in connection with any part of, or all of, the Common Areas in order to enclose same; (x) making alterations, renovations, reductions, or additions anywhere within the Common Areas or other parts of the Shopping Center or upon any lands or improvements added thereto; and (xi) doing and performing such other acts in and to the Common Areas as Landlord in its sole discretion, reasonably applied, deems advisable for the use thereof by tenants and their customers. Section 8.03 Rules and Regulations. Landlord shall have the right, from time to time, to establish, modify and enforce reasonable rules and regulations with respect to the use, operation and maintenance of all Common Areas provided that all such rules and regulations affecting Tenant and its invitees and employees shall apply equally and without discrimination to substantially all of the retail tenants in the building in which the Premises is located or substantially all retail tenants engaging in certain acts or of a certain use. The rules and regulations may include, but shall not be limited to, the hours during which the Common Areas shall be open for use. Tenant agrees to comply with all such rules and regulations. Section 8.04 Tenant's Rights and Obligations. Tenant's rights in and to the use of the Common Areas shall at all times be subject to the rights of others to use the same in common with Tenant, and it shall be Tenant's duty to keep the Common Areas free and clear of any obstructions or interferences created or permitted by Tenant or resulting from Tenant's operations. Tenant and its employees and invitees are, except as otherwise provided in this Lease, authorized and privileged during the Term to use the Common Areas for their respective intended purposes in common with other persons. Tenant's right to use any meeting room or auditorium in the Common Areas shall be subject to such schedules and payment of fees or charges as Landlord may from time to time adopt. Section 8.05 Operating Costs. (a) Landlord, subject to reimbursement by Tenant as set forth in Section 8.06, at its expense will operate and maintain, or cause to be operated and maintained, the Common Areas and the Shopping Center. For the purposes of this Lease and to the extent permitted by applicable law, "Operating Costs" shall be those expenses, capital and non-capital costs, and any other cost or expense of whatever kind or nature related to operating, repairing, managing, insuring, maintaining, and replacing the Common Areas and the Shopping Center in a manner deemed by Landlord to be reasonable and appropriate including, but not limited to, the following costs and expenses (including taxes thereon), whether expended or incurred: (i) operating, repairing, replacing, lighting, cleaning, painting, and maintaining (including, but not limited to, preventive maintenance) the Common Areas and the Shopping Center; (ii) removing snow, ice, rubbish, and debris; (iii) inspecting, policing, providing security (including surveillance equipment), and regulating traffic; (iv) licensinglrenting of sweepers, trucks and other equipment; (v) depreciation (determined in accordance with GAAP useful Irfe) of machinery and equipment and other non real estate assets used in the operation and maintenance of the Shopping Center; (vi) inspecting, maintaining, repairing and replacing of paving, parking lots, signage, roofs, walls, doors, curbs, walkways, landscaping, drainage, on-site water lines, sanitary sewer lines, storm water lines, Common Area heating, ventilating and air-conditioning systems, life safety systems, escalator and elevator systems, floors, floor coverings, canopies, skylights, escalators, electrical and telephone lines, and other equipment serving the property on which the Shopping Center or any part thereof is constructed or other mechanical or physical components of the Shopping Center; (vii) operating and maintaining gazebos, fountains, art features, sculptures, fencing and similar items, interior and exterior planting, replanting and replacing of all flowers, shrubbery, plants, trees and other landscaping within the Common Areas; (viii) providing, at the same rate per unit Landlord charges to tenants, refuse disposal, water and sewer, gas, steam, all interior and exterior site lighting, electricity, heating, ventilating and air-conditioning and other utilities and services incuding, without limitation, any and all usage, service, hook-up, maintenance, connection, installation, service costs, costs associated with any change in provider, availability and standby fees and charges pertaining to same; (ix) providing uniforms and replacement of uniforms; (x) the licensing/renting or purchase of music programs, services and loudspeaker, television andlor similar audio and video systems including the furnishing of electricity therefor; Pa ssageOfl ndia-CapitalC ity-FinalFinal February t0, 2012 \ MortonlJTF 17 (xi) providing seasonal displays and holiday decorations, including the furnishing of electricity therefor; (xii) complying with any environmental or other similar laws, rules, regulations, guidelines or orders, including acquisition costs of licenses or permits and the cost of removing Hazardous Substances from the Shopping Center; (xiii) obtaining and operating public transportation or shuttle bus systems used in connection with bringing customers to the Shopping Center; (xiv) operating and maintaining stonnwater management facilities; (xv) operating the Shopping Center office including the gross compensation, uniforms, and fringe benefits of the Shopping Center manager, assistant manager, bookkeepers and accountants, information technology personnel, the Shopping Center office personnel and all other personnel, office equipment and supplies, and other expense required to supervise and accomplish the foregoing; (xvi) Landlord's policy or policies to insure the Common Areas, Premises, and the Shopping Center (and all costs related to said coverage(s)) with such policies and companies and in such limits as selected by Landlord (including, without limitation, special cause of loss form property insurance; business interruption insurance; liability insurance covering personal injury, deaths and property damage with a personal injury endorsement covering false arrest, detention or imprisonment, malicious prosecution, libel and slander, and wrongful entry or eviction; worker's compensation insurance; plate glass insurance; contractual liability insurance; direct damage to property insurance providing special cause of loss coverage supplemented by any other policies which buy back specific excluded perils such as flood, windstorm and boiler and machinery, earthquake, terrorism and losses paid out of self-insured retentions or deductibles; commercial general liability and automobile liability and losses paid out of self-insured retentions or deductibles and associated claims handling charges; environmental liability, umbrella and excess liability, workers' compensation and crime coverage; and all additional charges and expenses as a result of settlement of covered claims, uncovered losses, policy coinsurance features, and reasonable costs associated with risk management functions required to maintain a comprehensive insurance program); and (xvii) Landlord's supervisory administrative charge equal to fifteen percent (15%) of the total aggregate of all Operating Costs (exclusive of such Landlord supervisory administrative charge). (b) Operating Costs shall not include the following: (i) depreciation of initial building costs and tenant-specific improvements; (ii) the expense of any repair or replacement required of Landlord pursuant to the reconstruction obligations of Section 12.01; and (iii) any utilities which are directly metered or submetered to retail tenants in the Shopping Center. {c) Tenant acknowledges that Landlord may cause any or all operating and maintenance services referenced herein for the Common Areas to be provided by an independent contractor or contractors or others and such costs shall be included in Operating Costs prior to applying Landlord's supervisory administrative fee. (d) Operating Costs shall include capital and non-capital expenditures which relate to or are incurred by reason of: (i) a renovation, repair, reconfiguration or replacement of original improvements existing in the Shopping Center at the time this Lease is executed or (ii) new improvements constructed or installed with an expansion, contraction, reconfiguration or renovation of the Shopping Center or (iii) the enhancement or modernization of the Common Areas. It is understood that the reference to "original improvements" shall not require Landlord to implement renovations, repairs, or replacements with identical improvements, but that Landlord may elect to change the nature of the design, appearance, materials, or quality of such improvements so long as such changed improvements serve the same purpose as the original improvements. If Landlord acquires or makes available additional land or improvements for parking or other Common Area purposes, the Operating Costs shall also include all costs and expenses incurred by Landlord in connection with the operation and maintenance of such additional land and improvements. (e) The words "maintenance", "maintain", or "maintaining" as used in this Article 8 includes, without limitation, all repairs, replacements and other work and service of any type whatsoever. (f) Without limiting the foregoing, with respect to any dispute regarding the calculation of Operating Costs, Landlord's accounting practices shall be determinative and binding on the parties. (g) It is understood Landlord may have heretofore elected to spread, and may hereafter elect to spread, the amount of any of the expenditures of the Operating Costs over such period of years as Landlord shall determine by amortizing them over such periods instead of including such expenses entirely in the year in which expended or incurred, in which event, the annual amortization amount shall be deemed to be an expense incurred during each year of the amortization period, notwithstanding that such expenditures may have been expended or incurred prior to the execution of this Lease. Furthermore, Landlord may allocate certain items of the Operating Costs among certain portions of the Shopping Center in its sole discretion, which allocation need not be based on relative size or use. Section 8.06 Tenant's Share of Operating Costs. (a) Share of Operating Costs. Tenant's share of the Operating Costs in each Accounting Period of the Rent Term shall be an amount equal to the amount obtained by multiplying the total of all Operating Costs payable during such Accounting Period for the Shopping Center less all amounts paid as Operating Costs to Landlord by occupants of any Excluded Areas (as defined in Section 1.02) by a fraction, the numerator of which shall be the GLA of the Premises and the denominator of which shall be the average of the total amount of square feet of the GLA of the Shopping Center in effect on the last day of each calendar month of the Accounting Period. (b) Reimbursement of Landlord. Tenant shall pay Tenant's share of the Operating Costs as Additional Rent during the Rent Term in equal monthly installments, in advance, without demand or setoff, in an amount equal to one- twelfth (1/121h) of Tenant's share of the Operating Costs as calculated above in paragraph (a). Landlord estimates Tenant's share of the Operating Costs for the first Accounting Period to be the amount set forth in Section 1.01(i) of this Lease multiplied by the GLA of the Premises. The first such payment shall be due and payable by Tenant on the Rent Commencement Date. If the Rent Commencement Oate shall not be the first day of a calendar month, Tenant's payment PassageOfl ndia-CapitalCity-Fi nalFinal February 10, 2012 \ MortonlJTF 18 of its share of Operating Costs for the fractional month between the Rent Commencement Date and the first day of the first full calendar month in the Rent Term shall be prorated on a per diem basis (calculated on the actual number of days in the month) and shall be paid together with the first payment of Minimum Rent. (c) Adiustment~. After the first Accounting Period, Tenant shall continue to pay to Landlord such estimated amount of Tenant's share of Operating Costs on the first day of each month, in advance, without demand and without any setoff or deduction, but the estimated amount of Tenant's share of Operating Costs may be adjusted and revised by Landlord after the end of each Accounting Period during the Rent Term on the basis of the projected Operating Costs for the subject Accounting Period, within landlord's reasonable business judgment. Upon landlorcl famishing to Tenan[ a statement setting forth the revised estimated Operating Costs, Tenant shall pay to Landlord the revised estimated share in equal monthly installments, each installment to be a sum equal to one-twelfth (1/121h) of the revised estimated Operating Costs, in advance, on the first day of each calendar month thereafter until the next succeeding revision in such estimate. (d) Statement. Following the end of each Accounting Period, Landlord shall furnish to Tenant a written statement, in reasonable detail covering the Accounting Period just expired showing the total Operating Costs for such Accounting Period, the amount of Tenant's share thereof and payments made by Tenant with respect thereto. All subsequent monthly payments on account of Tenant's share of Operating Costs made by Tenant during such Accounting Period after receipt of such statement shall be applied by Landlord as payment on account of Tenant's obligation for its share of Operating Costs for the next ensuing Accounting Period and shat! not reduce Tenant's obligation to pay the balance due Landlord pursuant to such statement. In making the aforesaid calculations, Landlord's statement shall be prima facie evidence of Operating Costs. (e) Over/Under Pavment. If Tenant's share of Operating Costs exceeds Tenant's payments with respect to any Accounting Period, Tenant shall pay to Landlord the deficiency within thirty (30) days after the date of the furnishing of the statement from Landlord; if Tenant's payments exceed Tenant's share of the Operating Costs, Landlord shall credit such excess to Tenant within thirty (30) days and Landlord may elect to apply such excess to any indebtedness to Landlord. If Tenant's overpayment is for the last Accounting Period, Landlord shall refund such excess to Tenant within thirty (30) days to the extent Tenant is not indebted to Landlord and provided Tenant has fully performed all of its obligations under this Lease and has vacated the Premises 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 any overpayment by Tenant. (f) Proration. If the Rent Term commences or terminates (other than by reason of Tenant's default) during an Accounting Period, Tenant's obligation for Tenant's share of Operating Costs for such Accounting Period shall be equitably prorated. ARTICLE 9: MAINTENANCE AND REPAIR; ALTERATIONS Section 9.01 Structural Repairs by Landlord Landlord will keep in good repair structural columns, structural portions of the floors (excluding floor tile, carpeting, terrazzo or other floor coverings), the roof of the Shopping Center, and the exterior face of service corridor walls, provided Tenant gives Landlord written notice of the necessity for and nature of such repairs. Any difference in floor level, shifting of floor slab, or deviation in finished floor height resulting from the insertion or construction of an expansion joint or strip in the floor slab shall not be deemed a structural defect requiring repair by Landlord, but, rather, a normal construction practice which shall be Tenant's responsibility to appropriately plan for in its construction and use of the Premises. If Landlord is required to make any repairs to such portions of the Premises or Shopping Center by reason, in whole or in part, of the negligent act or failure to act by Tenant or Tenant's agent, servants, employees, contractors or subcontractors, or by reason of any use of the Premises by Tenant which is not normal wear and tear, Landlord may collect the cost of such repairs upon demand as Additional Rent. Landlord shall not be liable for repair, maintenance, alteration, improvement, reconstruction, renewal or any other action with respect to any part of the Premises or any plumbing, electrical, HVAC, or other mechanical installation, except as may be expressly set forth in this Lease. The provisions of this Section shall not apply in the case of any casualty or condemnation in which event the provisions of Article 12 or 13, as the case may be, shall control. Section 9.02 Repair and Maintenance by Tenant. (a) Premises and Systems. Tenant will at all times, from and after the Rent Commencement Date of the Term hereof, at its own expense, maintain and keep in good repair in a neat, clean and orderly condition, all portions of the Premises not required to be maintained by landlord pursuant to Section 9.01. Tenant's obligation under this Section 9.02 shall include, but not be limited to, reasonable periodic painting and making all non-structural ordinary and extraordinary, foreseen and unforeseen maintenance, repairs, and replacements to the Premises and its systems. Such obligation shall include repairing, replacing, and maintaining, without limitation, all entrances to the Premises, the storefront(s), doors and doorframes, the glass in all doors and windows of the Premises, all walls (except to the extent set forth in Section 9.01), all interior portions of the Premises, escalators and elevators (if any), all trade fixtures, fixtures, equipment, signs, ceilings, as well as any plumbing, electrical, sprinkler, and HVAC systems, mechanical systems, utility meters, and sewer lines within the Premises, or under the floor slab of the Premises, provided, if under the floor slab, that the subject systems or components of such systems exclusively serve the Premises; utility meters, pipes, and conduits outside the Premises which are installed by or demised to Tenant or which exclusively serve the Premises; HVAC equipment installed by or demised to or used solely by Tenant (regardless of where such HVAC equipment is located); and security grilles or similar enclosures, locks and closing devices. Notwithstanding the foregoing, Tenant shall make no adjustment, alteration or repair to any part of any sprinkler, Irfe safety or other detection or suppression system in or serving the Premises without Landlord's prior approval. (b) No Overload. Tenant will not overload the electrical wiring or other systems serving the Premises or within the Premises, and will install at its expense, but only after obtaining Landlord's written approval, any additional electrical wiring or other items which may be required in connection with Tenant's apparatus. PassageOflndia-Capi falCity-Final Fin a I February 10, 2012 1 Morton/JTF 19 {c) Damage to the Premises. Tenant will repair promptly at its own expense any damage {whether structural or nonstructural) to the Premises caused by any construction or alterations performed by Tenant or bringing into the Premises any property for Tenant's use, or by the installation or removal of such property, regardless of fault or by whom such damage was caused, unless and then to the extent caused by the negligence of Landlord, its servants or employees. Section 9.03 Landlord's Right to Access the Premises Landlord and its authorized representatives may enter the Premises at any and all. times during usual business hours for the purpose of inspecting the same, and at any time and for any purpose in the case of emergency. Landlord may also enter the Premises at all times during usual business hours for the purpose of showing the Premises to prospective purchasers, mortgagees and tenants. Tenant further agrees that Landlord may from time to time go upon the Premises and make any additions, alterations, repairs or replacements and do other work to the Premises or to any utilities, systems or equipment located in, above or under the Premises which Landlord may deem necessary or desirable to comply with any Governmental Requirements, recommendations of an insurance rating bureau or any similar public or private body, or that Landlord may deem necessary or desirable to prevent waste or deterioration in connection with the Premises if Tenant does not make such additions, alterations, repairs or other work promptly after receipt of written demand from Landlord. Nothing herein shall imply any obligation by Landlord to do any work which under this Lease Tenant may be required to do, and Landlord's failure to do the same shall not constitute a waiver of Tenant's default. In the event Landlord performs or causes any such work to be performed, Tenant shall pay the cost thereof to Landlord as Additional Rent upon demand. In addition, Landlord may install, use, repair or replace any and all materials, tools and equipment, and pipes, ducts, conduits, columns, foundations, footings, wires and other mechanical equipment serving other portions, tenants and occupants of the Shopping Center in, through, under or above the Premises that Landlord deems desirable, without the same constituting an actual or constructive eviction of Tenant. Furthermore, notwithstanding anything in this Lease to the contrary, Landlord may erect additional stories or other structures over all or any part of the Premises andlor Shopping Center. In connection therewith, Landlord may relocate Tenant (in accordance with Section 2.06) and/or Tenant's signage and equipment and may erect temporary scaffolds and other aids to such construction at Landlord's sole cost and expense. Section 9.04 No Rent Abatement or Damages. Tenant shall not be entitled to any abatement of Rent or to any damages;for inconvenience, disturbance, loss of business or other damage to Tenant occasioned by Landlord's exercise of any rights provided in Section 9.01 or 9.03. ARTICLE 10: PROMOTION OF THE SHOPPING CENTER Section 10.01 Marketing Service. (a) Marketing Service. Landlord has established or may establish a marketing, advertising, and/or promotional service (herein called the "Marketing Service") to furnish and maintain marketing, advertising and sales promotions which are intended to benefit the Shopping Center. The marketing program may include, at Landlord's discretion and without limitation, advertising placement and production, websites, special events, shows, displays, signs, seasonal events, advertising for the Shopping Center, promotional literature and other collateral, public relations, and other activities, equipment and supplies needed to market the Shopping Center, and services of a marketing director and all related staff and outside consultants deemed necessary by Landlord to carry out the Marketing Service, inGuding without limitation all payroll, payroll taxes and employee benefits of any such director and staff. (b) Ceasing Service. The Marketing Service may be provided in whole or in part by a third-party contractor or by Landlord or Landlord's affiliate. Landlord may at any time cease providing or causing to be provided the Marketing Service altogether. In such event, Tenant shall no longer be obligated to pay the Marketing Service Charge. Landlord may at any time recommence providing or causing to be provided the Marketing Service and Tenant shall recommence payment of the Marketing Service Charge. Section 10.02 Marketing Service Charge. (a) Marketing Service Charge. For each Accounting Period during the Rent Term, Tenant shalt pay to Landlord, as Additional Rent, Tenant's contribution toward the Marketing Service (the "Marketing Service Charge") pursuant to the following paragraphs. (b) Pa men . On the first day of each calendar month during that portion of the Rent Term falling within the first Accounting Period, Tenant shall pay to landlord, in advance, without demand and without any setoff or deduction, an amount equal to one-twelfth (1/12`") of the fixed Marketing Service Charge as set forth in Section 1.01(f) of this Lease multiplied by the GLA of the Premises. (c) Increases. After the first Accounting Period, Tenant shall continue to pay to Landlord the Marketing Service Charge on the first day of each month, in advance, without demand and without any setoff or deduction, but the per square foot amount of Tenant's Marketing Service Charge shall be increased automatically on the first day of the second and each subsequent Accounting Period during the Rent Term by five percent (5%) of the amount of Marketing Service Charge for the previous Accounting Period, and such increased amount shall be payable thereafter until the next succeeding increase. {d) Special Assessment. In the event that during the Rent Term there is (I) any renovation of the Shopping Center which involves the renovation of the storefronts of fifty percent (50%) or more of the existing tenants' spaces (a "Storefront Renovation"), or (ii) any expansion of the Shopping Center which increases the leasable area by ten percent (10%) or more (a "Building Expansion"), or (iii) any cosmetic remodel of the Common Areas which also involves the addition of new tenants and the creation of new or the relocation of existing entrances to the Shopping Center or the Common Areas (a "Repositioning") then at the time of each Storefront Renovation, Building Expansion, or Repositioning, Pa ssageOflndia-Capital City-F ina IFinal February 10, 2012 1 Morton/JTF 20 Tenant shall pay to Landlord a special assessment (the "Special Assessment") in an amount equal to the Marketing Service Charge (and in addition to the Marketing Service Charge) for the Accounting Period of completion of a Storefront Renovation, a Building Expansion, or a Repositioning. Funds collected by the Special Assessment will be used for advertising andlor special events to promote the Storefront Renovation, the Building Expansion, or the Repositioning. Section 10.03 Dissolution of Merchants' Association. If a merchants' association for the Shopping Center exists, Tenant agrees that Landlord shall have the unilateral right to take any steps required to dissolve such association andlor to replace it with a marketing service, promotion fund, advertising fund, or any other similar fund or service designated by Landlord. In such event and upon notice to Tenant, Tenant shall automatically be deemed a member of such service/fund and shall contribute to the servicelfund the amount which Tenant was required to contribute to the merchants' association immediately prior to its dissolution. ARTICLE 11: INSURANCE, INDEMNITY, WAIVER OF SUBROGATION Section 11.01 Tenant's Insurance. (a) Reouired Coverage. Tenant will keep in force, at Tenant's expense, at all times from and after the Rent Commencement Date of the Term hereof and without limiting any liabilities or any other obligations of Tenant, the minimum insurance coverage listed below. Coverage will be provided with forms and insurers acceptable to landlord until all obligations under this Lease are satisfied. All insurers must be duly licensed and possess a current A.M. Best, Inc. rating of at least A- VII or, if unlicensed, be an admitted surplus lines insurer. (i) Commercial General Liability Insurance. Commercial general liability insurance with respect to the Premises, the sidewalks, if any, abutting and adjoining the Premises, and the business operated by Tenant and any subtenants, licensees and concessionaires of Tenant in or from the Premises with a minimum combined single limit of Three Million Dollars ($3,000,000.00) per occurrence, inGuding insurance against assumed or contractual liability under this Lease, on account of bodily injury, death, property damage or personal injury as the result of any one accident or disaster, which policy shall not include any exclusions for any property in Tenant's care, custody and control. Such liability insurance also shall extend to any liability of Tenant arising out of the indemnities provided in Section 11.04 below. (ii) Property Insurance. Special peril all risk properly insurance covering (x) all of Tenant's stock in trade, trade fixtures, furniture, furnishings, such equipment not affixed to the Premises, and (y) Tenant's interest in all of the improvements and betterments installed in the Premises by Tenant, in each case to the extent of at least eighty percent {80%) of the collective replacement value without coinsurance. (iii} Commercial/Business Automobile Liability Insurance. Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than One Million Dollars ($1,000,000.00) each occurrence with respect to Tenant's owned, hired and non-owned vehicles, assigned to or used in performance of this Lease. (iv) Workers' Compensation and Occupational Disease Insurance. If the nature of Tenant's operation is such as to place any or all of its employees under the coverage of local workers' compensation or similar statutes, Tenant shall also keep in force, at its own expense, Workers' Compensation and Occupational Disease or similar insurance affording statutory coverage and containing statutory limits in accordance with the laws of the state in which the Shopping Center is located and Employer's Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence. (v) Liquor Liability Insurance. If Tenant sells or dispenses alcoholic beverages, Tenant shall maintain liquor liability insurance (Dram Shop or Host coverage) with limits of not less than Two Million Dollars ($2,000,000.00). (vi) Other Insurance. 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 or as may be standard and customary in the industry. (b) The limits of insurance coverage required by this Lease or as carried by Tenant shall not limit Tenant's liability or relieve Tenant of any obligation under this Lease. (c) The policies required by paragraphs (i), (ii), (iii}, and (v) above shall be endorsed to include Landlord, Agent, Mortgagees and any other entities as may be from time to time requested by Landlord and its respective agents, representatives, officers, directors, officials, and employees as additional insureds and shall require that the insurance provided by Tenant shall be primary insurance and that any insurance carried by Landlord, Agent, Mortgagees (as defined in Section 17.01) and any other entities as may be from time to time requested by Landlord and their respective agents, officials or employees shall be excess and not contributory insurance to that provided by Tenant. (d) A certificate of insurance acceptable to Landlord shall be issued to Landlord by Tenant prior to commencement of this Lease (and thereafter as renewed} as evidence that policies providing the required coverages, named insureds, endorsements, conditions and limits are in full force and effect. Such certificate shall identify this Lease and contain provisions that coverage afforded under the policies will not be canceled, terminated, or materially altered until at least thirty (30) days prior written notice has been given to Landlord and all additional insureds. (e) Upon request, Tenant will deposit with Landlord policies of insurance required by the provisions of this Section 11.01, or certrficates thereof, together with satisfactory evidence of the payment of the required premium or premiums thereof. The insurance required hereby may be maintained by means of a policy or policies of blanket or excess insurance so long as the provisions of this Section are fully satisfied and provided that such policies specifically name Tenant's business at the Premises and Tenant provides Landlord with a certificate of such insurance. (f} Such policies of insurance with more than one insured shall contain a provision substantially as follows: "It is understood and agreed that the insurance afforded by this policy or policies for more than one named insured shall not operate to increase the limits of the companies' liability, but otherwise shall not operate to limit or void the coverage of any one named insured as respects claims against the same named insured by any other named insured or the employees of such other named insured". P assageOflndia-CapitalCity-Fina1F final February 10, 2012 \ Morton/JTF 21 (g) if for any reason whatsoever Tenant fails to provide and keep in force any or all of the insurance policies set forth in Section 11.01(a), then, in such event, Tenant shall indemnify and hold Landlord harmless against any loss which would have been covered by such insurance. Section 11.02 Landlord's Insurance. (a) Landlord shall at all times during the Term carry and maintain the types of insurance listed below in the amounts and forms specified. (i) Commercial General Liability Insurance. Commercial general liability insurance against claims for property damage and bodily injury or death, such insurance to afford protection to the limit of not less than Five Million Dollars ($5,000,000.00) in respect to property damage, injury or death to any number of persons arising out of any one occurrence. (ii) landlord's Real and Personal Property. Insurance covering those portions of the Shopping Center owned by Landlord [exclusive of any tenant improvements and betterments and property required to be insured by Tenant pursuant to Section 11.01(a)(ii) or required to be insured by other occupants of the Shopping Center] in an amount not less than one hundred percent (100%) of full replacement cost (exclusive of the cost of excavations, foundations and footings), from time to time during the Term, providing protection against perils included within the standard ISO (orm of special form coverage insurance policy, together with insurance against sprinkler damage, vandalism and malicious mischief, and such other risks as Landlord may from time to time determine and with any such deductibles as Landlord may from time to time determine. (iii) Rent Insurance. Rent insurance with respect to the premises of the tenants in the Shopping Center if available at a cost which Landlord in its sole judgment deems reasonable, against loss of rents in an aggregate amount equal to not more than twenty-four (24) times the sum of (i) the monthly requirement of Minimum Rent of such tenants, plus (ii) the average monthly amount estimated from time to time by Landlord ro be payable by such tenants as Percentage Rent and as Additional Rent pursuant to their leases. (b) Any insurance provided for in Section 11.02(a) may be maintained by means of a policy or policies of blanket or excess insurance, covering additional items or locations or insureds provided that the requirements of Section 11.02(a) are otherwise satisfied. (c) Tenant shall have no rights in any policy or policies maintained by Landlord and shall not be entitled to be named an insured thereunder by reason of payment or otherwise. Section 11.03 Effect on Landlord's Insurance. Tenant will not do, omit to do, suffer to be done, keep, or suffer to be kept anything in, upon, or about the Premises which will violate the provisions of Landlord's policies insuring against loss or damage by fire or other hazards (including, but not limited to, public liability), which will adversely affect Landlord's property or Iiabiiity insurance premium rating or which will prevent Landlord from procuring such policies in companies acceptable to Landlord, provided Tenant is first given adequate notice of the requirements of such policies. If anything done, omitted to be done, suffered to be done by Tenant, kept or suffered by Tenant to be kept in, upon, or about the Premises shall cause, by itself or in combination with other circumstances existing at the Shopping Center, the premium rate of special cause of loss form property or other insurance on the Premises or other property of the Shopping Center in companies 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 Premises for the purposes permitted under this Lease or to such other property in the Shopping Center for the use or uses made thereof, Tenant will pay the amount of such increase or, in the event 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 same may vary from time to time, with respect to every premium relating to coverage of the Premises during a period falling within the Term unfit such increase is eliminated. In addition, if applicable, Landlord may at its option rectify the condition existing on the Premises which caused or was a contributing cause of the increased premium rate in the event that 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 use of the Premises, a schedule, issued by the organization making the insurance rate on the Premises, showing the various components of such rate, shall be conclusive evidence of the several items and charges which make up the Property Insurance rate on the Premises. Section 11.04 Indemnification and Waiver of Clalm. (a) Tenant agrees to defend, indemnify, and save harmless Landlord, Agent, and any ground and underlying lessor(s) and mortgagee(s) of the Premises and Shopping Center from and against any and all claims, actions, demands, Iiabiiity, costs and expenses (including, but not limited to, reasonable attorney's fees and disbursements) connected with the loss of life, personal injury or damage to property or business arising from, related to, or in connection with the performance of Tenant's Work, the occupancy of the Premises, or occasioned wholly or in pan by act or omission of Tenant, its contractors, subcontractors, subtenants, licensees, or concessionaires, or its or their respective agents, servants, or employees on any part of Landlord's property or the Shopping Center, or by reason of Tenant's breach of any of the provisions of this Lease. Tenant shall not, however, be liable for damages or injury occasioned by the negligence or willful misconduct of Landlord, Agent, or any such ground of underlying lessor(s) or mortgagee(s), or their agents, employees, contractors, or servants, unless such damage or injury arises from perils against which Tenant is required by this Lease to assume or insure. Tenant's obligations under the aforesaid indemnity shall not be limited to the amount of commercial general liability insurance coverage which Tenant is required to carry and, if Tenant faits to provide and keep in Force any or all of the insurance policies set forth in Section 11.01, then, in such event, Tenant shall indemnify and hold Landlord harmless against any loss which would have been covered by such insurance. (b) Tenant further agrees to defend, indemnify, and save harmless Landlord, Agent, and any ground and underlying lessor(s) and mortgagee(s) of the Premises and Shopping Center from all loss, damage, expense, fees, claims, costs, fines, penalties, and liabilities including, but not limited to, clean up costs, remedial and monitoring costs, PassageOFl ndia-CapitalCity-Fi nalFinal February 10, 2012 \ Morton/JTF 22 damages to the environment, attorneys' fees, and costs of litigation, arising out of Tenant's installation of any hazardous substances or violation of any Environmental Laws (as defined in Section 7.07). In the event insurance coverage is available or becomes available for the losses or liabilities described in this paragraph, Tenant shall furnish evidence of such coverage for the protection of both Tenant and Landlord (and any designees of Landlord). (c) Unless and then solely to the extent such damage or injury is caused by the negligent acts or omissions of Landlord, Agent, or their respective agents, servants, and employees, neither Landlord, nor Agent, nor their respective agents, servants, employees or contractors shall be liable for, and Tenant, in consideration of landlord's execution of this Lease, hereby releases Landtord and Agent from all claims 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 Premises and the building of which the Premises is a part), including, but not limited to, such claims for loss of life, personal injury or damage resulting from (i) any defect in or failure of plumbing, heating or air-conditioning equipment, electrical wiring or installation thereof, water pipes, stairs, railings or walks; (ii) any equipment or appurtenances being out of repair; (iii) the bursting, leaking, or running of any tank, washstand, water closet, waste pipe, drain, or any other pipe or tank in, upon, or about the Shopping Center; (iv) the backing up of any sewer pipe; (v) the escape of steam or hot water; (vi) water, snow, or ice being upon or coming through the roof or any other place upon or near the Premises or the building of which the Premises is a part or otherwise; (vii) the falling of any fixture, plaster, ceiling file or stucco; (viii) broken glass; and (ix) any act or omission of other tenants or other occupants of the Shopping Center. The foregoing waiver and release is intended by Landlord and Tenant to be absolute, unconditional, and without exception and to supersede any specific repair obligation imposed upon Landlord hereunder. (d) Landlord agrees to defend, indemnify and save harmless Tenant from and against any and all claims, actions, demands, liability, costs and expenses (including, but not limited to, reasonable attorney's fees and disbursements) in connection with the loss of life, personal injury or damage to property arising from, related to, or in connection with Landlord's willful misconduct or negligent acts or omissions in the Common Areas. Landlord shall not be liable for damages or injury occasioned by the negligence or willful misconduct of Tenant, its agents, contractors, servants or employees, or damages and injury attributable to terrorism, viraUbacteriological pandemics, or other catastrophic events beyond Landlord's reasonable control. (e) This Section 11.04 shall survive the expiration or earlier termination of this Lease. Section 11.05 Mutual Waivers. In the event the Premises or its contents are damaged or destroyed by fire or other insured casualty, (i) Landlord, to the extent covered by its policies of special cause of loss form property insurance, hereby waives its rights, if any, against Tenant with respect to such damage or destruction, even if said fire or other casualty shall have been caused, in whole or in part, by the negligence or willful misconduct of Tenant, its agents, servants, or employees, and (ii) Tenant, to the extent covered by its policies of special cause of loss form property insurance, hereby waives its rights, if any, against Landlord with respect to such damage or destruction, even if said fire or other casualty shall have been caused, in whole or in part, by the negligence or willful. misconduct of Landlord, its agents, servants, or employees. The parties hereto, on behalf of their respective insurance companies insuring the property of either Landlord or Tenant against any such loss, waive any right of subrogation that such insurers may have against Landlord or Tenant, as the case may be. ARTICLE 12: DAMAGE OR DESTRUCTION Section 12.01 Landlord's Duty to Reconstruct the Premises. In the event the Premises is damaged or destroyed by any of the perils referred to in Section 11.02(a)(ii) against which Landlord is obligated to procure insurance, unless Landlord or Tenant terminates this Lease pursuant to Section 12.03, Landlord shall (subject to being able to obtain all necessary permits and approvals), within one hundred twenty (120) days after such damage or destruction, commence to repair or reconstruct the structural floor slab, demising wall studs (without drywall) and roof (or floor slab above, as the case may be) of the Premises. Landlord shall prosecute all such work diligently to completion. In no event shall Landlord be liable for interruption to Tenant's business or for damage to or repair or reconstruction of any of those things which Tenant is required to insure pursuant to Section 11.01(a)(ii). Landlord will not expend more for any repair or reconstruction pursuant to this Section than the net amount of insurance proceeds actually received by Landlord (after deduction of Landlord's reasonable expenses in obtaining such proceeds and any amounts required to be paid to Landlord's mortgagee) and allocable to the Premises on a square foot basis. Section 12.02 Tenant's Duty to Reconstruct the Premises. If arty item which Tenant is required to insure pursuant to Section 11.01(a){ii) is damaged or destroyed by fire or other casualty, unless Landlord or Tenant terminates this Lease pursuant to Section 12.03, Tenant shall (subject to being able to obtain all necessary permits and approvals), within fifteen (15) days after Landlord has substantially repaired or reconstructed that portion of the Premises Landlord is obligated to repair or reconstruct pursuant to Section 12.01, commence to repair or reconstruct such damaged or destroyed items to at feast substantially the same condition in which they were prior to such damage or destruction and prosecute the same diligently to completion. Section 12.03 Option to Terminate. (a) Landlord's Option to Terminate. Landlord shall have the option to terminate this Lease upon giving written notice to Tenant within sixty (60) days after the Shopping Center is damaged or destroyed if: (i) the Premises is rendered wholly unfit for the carrying on of Tenant's business after damage to or destruction thereof from any cause; or (ii) the Shopping Center is damaged or destroyed as a result of any flood, earthquake, act of war, radioactive or other contamination, or from any other risk whether or not covered by insurance which Landlord is obligated to procure pursuant to Section 11.02(a)(ii); or PassageOflndia-CapitalCity-FinalFinal February 10, 2012 ~ MortonlJTF 23 (iii) any damage to or destruction of the Shopping Center occurs within the last three (3) Lease Years of the Term or in any Partial Lease Year at the end of the Term; or (iv) fffty percent (50%) or more of the GLA of the Shopping Center immediately prior to the damage or destruction is rendered unfit for the carrying on of business therein; or (v) the Shopping Center is so substantially damaged that it is reasonably necessary, in Landlord's judgment, to demolish the same for the purpose of reconstruction. (b) Tenant's ODfIOn to Terminate. Tenant shall have the option to terminate this Lease upon giving written notice to Landlord within thirty (30) days after the Shopping Center or Premises is damaged or destroyed if the Premises is rendered wholly unfit for the carrying on of Tenant's business after damage to or destruction of the Premises which occurs within the last three (3) Lease Years of the Term. (c) Effective Date. With regard to termination as set forth in (a) and (b) above, such termination shall take effect ninety (90) days from and after the receipt of such notice by the other party and, in such event, this Lease shall terminate as of the aforesaid date (except that such termination shall not affect the obligations of the parties which have accrued and remain unpaid). Section 12.04 Abatement of Rent If Landlord or Tenant does not terminate this Lease pursuant to Section 12.03 and if the Premises is rendered wholly or partially unfit for the carrying on of Tenant's business by such damage or destruction, then the Minimum Rent and Additional Rent payable by Tenant shall abate proportionately as to the portion of the Premises rendered unfit for that period from the date the Premises is rendered unfit until the earlier of (i) sixty (60} days after Landlord re-delivers possession of the Premises to Tenant or (ii) the date Tenant reopens for business. Nothing in this Section shall be construed to permit any abatement of Percentage Rent, and the calculation of Percentage Rent shall be governed solely by Section 4.03. ARTICLE 13: CONDEMNATION Section 13.01 Total Condemnation of the Premises. If the entire Premises shall be taken or condemned either permanently or temporarily by any public or quasi- public authority under the power of eminent domain, condemnation or expropriation or by conveyance in lieu thereof or by agreement (hereinafter "Condemnation"), then tMs Lease shall terminate as of the date possession is required to be surrendered to the condemning authority. Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term. Tenant shall pay Rent and perform all obligations under this Lease up to such date and Landlord shall refund to Tenant any Rent which Tenant shall have paid in advance for the period subsequent to such date. Section 13.02 Partial Condemnation of the Premises (a} If any part of the Premises shall be taken by Condemnation which renders the remainder of the Premises unsuitable for the carrying on of Tenant's business, then this Lease shall terminate as of the date possession is required to be surrendered to the condemning authority. Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term. Tenant shall pay Rent and perform all obligations under this Lease up to such date and Landlord shall refund to Tenant any Rent which Tenant shall have paid in advance for the period subsequent to such date. (b) In the event the partial Condemnation does not render the Premises unsuitable for the carrying on of Tenant's business, this Lease shall terminate only with respect to the parts of the Premises taken as of the date possession is required to be surrendered to the condemning authority. Tenant shall pay Rent and perform all obligations under this Lease up to such date and Landlord shall refund to Tenant any Rent which Tenant shall have paid in advance for the period subsequent to such date. As of such date, Minimum Rent and the Percentage Rent Break Point shalt~Cllclt be reduced in the same proportion that the GLA of the Premises condemned bears to the GLA of the Premises immediately prior to the Condemnation, 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 Premises is not open for business, the calculation of Percentage Rent shall be adjusted in accordance with Section 4.03. Landlord shall restore the Premises as soon as reasonably possible to a complete unit of similar quality and character as existed prior to the Condemnation (to the extent feasible), provided that Landlord shall not be required to expend more on such restoration than an amount equal to the condemnation award received by Landlord (less all expenses, costs, legal fees and court costs incurred by Landlord in connection with such award and amounts due to any mortgagee of Landlord) and allocable to the Premises. Tenant shall promptly make all necessary repairs, restoration and alterations of Tenant's fixtures, equipment and furnishings and shall promptly reenter the Premises and commence doing business in accordance with the provisions of this Lease. Section 13.03 Condemnation of the Shoaoing Center. It any part of the Shopping Center is taken by Condemnation so as to render, in Landlord's judgment, the remainder unsuitable for use as an enclosed mall shopping center, Landlord shall have the right to terminate this Lease upon notice in writing to Tenant within one hundred twenty (120) days after possession is taken by such Condemnation. If Landlord terminates this tease, it shall terminate as of the day possession is taken by the condemning authority, and Tenant shall pay Rent and perform all of its other obligations under this Lease up to that date with a proportionate refund by Landlord of any Rent which Tenant may have paid in advance for any period subsequent to such possession. Tenant shall have no claim against landlord or the condemning authority for the value of the unexpired Term. PassageOfl ndia-CapitalC ity-F inaiFinal February 10, 2012 \ MortonIJTF 24 Section 13.04 Damages. All damages in the event of any Condemnation are to belong to Landlord and any mortgagee of Landlord whether such damages are awarded as compensation for diminution in value of the leasehold, reversion or fee of the Premises, or Tenant's leasehold improvements. Tenant shall have the right to claim and recover from the condemning authority, but not from Landlord or its mortgagee, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right for or on account of any cost or expense which Tenant might incur in removing Tenant's merchandise, furniture and fixtures, provided such compensation does not in any way diminish the compensation otherwise available to Landlord. In the event the condemning authority makes a single damages award on account of all damages fo both Landlord and Tenant, Landlord will cooperate with Tenant in including Tenant's damages in the claim Landlord submits to the condemning authority, but Tenant shall be entitled only to such portion of the award as remains after Landlord is fully compensated for its damages. ARTICLE 14: FIXTURES AND PERSONAL PROPERTY Section 14.01 Improvements to Premises: Removal. All leasehold improvements made to the Premises by Tenant including, but not limited to, the items furnished pursuant to Tenant's Work, alterations, changes and additions by Tenant, light fixtures, floor coverings and partitions, heating, ventilating and air-conditioning equipment, mechanical and plumbing equipment (but excluding Personal Property as defined below) shall, when installed, attach to the fee and become and remain the property of Landlord. However, Landlord may designate by written notice to Tenant those alterations, changes. and additions made in the Premises during the Term which shall be removed by Tenant at the expiration or termination of this Lease, and Tenant shall, at Tenant's sole cost and expense, promptly remove the same and repair any damage to the Premises caused by such removal or by the installation of such alterations, changes or additions. Section 14.02 Tenant's Personal Property: Removal. Any of Tenant's personal property not permanently affixed to the Premises (including trade fixtures; equipment not related to HVAC, mechanical andlor plumbing systems; signs; counters; shelving; showcases; mirrors; inventory and other personal property and hereinafter called "Personal Property") shall remain the property of Tenant throughout the Term. Provided Tenant is not in default under this Lease, Tenant shall have the right at any time during the Term to remove its Personal Property stored or installed in the Premises. If Tenant is in default under this Lease, Landlord shall have the right to take exclusive possession of the Personal Property and to use the Personal Property without rent or charge, and Landlord, whether or not it takes possession of the Personal Property, shall have the benefit of any lien thereon permitted under the laws of the state in which the Shopping Center is located. If Landlord takes possession or asserts such lien in any manner, Tenant shall not remove or permit the removal of the Personal Property until possession is relinquished by Landlord or the lien is removed, as the case may be. Nothing in this Section shall be construed to permit Tenant to remove the Personal Property prior to the end of the Term without Tenant's immediate replacement with similar Personal Property of comparable or better quality, or otherwise to render the Premises unsuitable for the continued conduct of Tenant's Permitted Use. Tenant, at its expense, shall immediately repair any damage to the Premises or Shopping Center by reason of installation or removal of any Personal Property unless the damage is caused by Landlord pursuant to Section 9.03. If Tenant fails to remove the Personal Property from the Premises upon expiration or earlier termination of this Lease, then such Personal Property shall become Landlord's property without further act by Landlord or Tenant unless Landlord elects to require all or a portion of such Personal Property to be removed by Tenant, in which case Tenant shall promptly remove the items designated by Landlord and restore the Premises to its prior condition at Tenant's expense. Tenant hereby agrees to indemnify and hold harmless Landlord from any liability, claim, expense or judgment arising from or related to Tenant's Personal Property left in the Premises after expiration or earlier termination of this Lease, except for liability arising from Landlord's willful misconduct. ARTICLE 15: ASSIGNMENT AND SUBLETTING Section 15.01 Assignment and Subletting. Tenant shall not permit anyone other than Tenant to occupy the Premises or any part thereof and shall not transfer, assign, sublet, enter into any license, concession, or other occupancy or use agreements, or mortgage or hypothecate this Lease or Tenant's interest in and to this Lease or the Premises or any part thereof (herein collectively referred to as "Transfer") without first obtaining in each and every instance the prior written consent of landlord, which Landlord may withhold in its sole discretion. Any attempted Transfer without such prior written consent shall be an Event of Default, shall not be binding upon Landlord, shall confer no rights upon any third person and shall not relieve Tenant of its obligations under this Lease. Any transfer by merger, consolidation, liquidation or otherwise by operation of law, including, but not limited to, an assignment for the benefit of creditors, as well as any transfer, assignment, or hypothecation of any stock or general partnership or membership interest in Tenant so as to result in a change of the control thereof, shall be included in the term "Transfer" for the purposes of this Lease and shall be a violation of this Section 15.01 and an Event of Default, except as otherwise specifically provided in Section 15.02. Consent by Landlord to any Transfer shall not constitute a waiver of the necessity for such consent to any subsequent Transfer. In the event of a permitted Transfer, Tenant agrees nevertheless to and shall remain fully liable for the full performance of each and every obligation under this Lease to be performed by Tenant and the assignee shall be deemed to have assumed, and agreed to be bound by all of the terms of this Lease. In the event of any proposed Transfer, Tenant shall deliver to Landlord written notice (the "Request Notice") requesting Landlord's consent to the proposed Transfer at least thirty (30) days prior to the date on which, with Landlord's prior written consent, the Transfer would be effective. The Request Notice shall contain, without limitation, at least: (i) the full identification of the proposed transferee; (ii) the most recent financial statements and other evidence of the transferee's financial responsibility and business performance; (iii) the transferee's proposed specific use and business proposed to be conducted at the Premises; (iv) the scope of any proposed alterations to the storefront of and within the Premises; and (v) the monetary and non-monetary terms and conditions of the proposed Transfer. PassageOfl ndia-CapitalCity-Final F final February 10, 2012 1 MortonlJTF 25 Landlord shall have the right and option (the "Take-back Option"), exercisable by Landlord giving Tenant written notice within thirty (30) days after Landlord's receipt of the Request Notice, of reacquiring the Premises or portion thereof which is the subject of the proposed Transfer and terminating this Lease, which termination shall be effective on a date specified by Landlord in its notice of exercise of the Take-back Option. If Landlord elects not to exercise the Take-back Option and elects to give written consent to the proposed Transfer, then Tenant shall pay to Landlord upon Tenant's receipt, as Additional Rent, all sums and other economic consideration (whether by lump sum payment or otherwise) received by Tenant in any month as a result of or related to the Transfer whether or not denominated rent which exceed in the aggregate the sums which Tenant is obligated to pay and does pay Landlord under this Lease in the same month (prorated to reflect obligations allocable to that portion of the Premises which is the subject of the Transfer). If Landlord gives Landlord's written consent to the proposed Transfer and Tenant does not consummate the Transfer (including, without limitation, delivery of possession by Tenant to and occupancy by the approved proposed transferee) within thirty (30) days after the date Landlord gives its written consent to the proposed Transfer, then Landlord's written consent and the Transfer shall be automatically void and of no force or effect whatsoever. Tenant agrees that Landlord (and any assignee or transferee of Landlord's right, title and interest in this Lease) shall have the right to exercise the Take-back Option as often as there is a proposed Transfer. if Landlord requests additional information which Landlord reasonably requires to evaluate the proposed Transfer, Tenant shall deliver such information to Landlord upon Landlord's request, and the period for Landlord to exercise the Take-back Option shall be extended by the number of days between Landlord's request for and Landlord's receipt of such additional information. Tenant shall pay to Landlord the sum of Five Thousand Dollars ($5000.00) ("Transfer Fee"), as Additional Rent, to defray Landlord's administrative costs, overhead and counsel fees in connection with the consideration, review and document preparation of any proposed assignment or subletting, such sum to be paid at the time Tenant delivers to Landlord for Landlord's execution the assignment and assumption agreement executed by the assignee and assignor. Further, Tenant shall be liable for the payment of any transfer taxes assessed on any Transfer. Section 15.02 Assignment to Parent, Subsidiary. Affiliated Corporation of Tenant. Notwithstanding the provisions of Section 15.01, Tenant shall have the right, without Landlord's consent and free of the Take-back Option, to assign this Lease to the following entities (each an "Affiliated Corporation"): (a) Tenant's parent corporation (b) Tenant's wholly-owned subsidiary, or (c) a corporation (i) which owns more than a fifty percent (50%) interest in Tenant or (ii) in which Tenant owns more than a fifty percent (50%) interest, provided that Tenant shall deliver to Landlord within ten (10) days after the date of such assignment (x) an executed copy of the assignment wherein such Affiliated Corporation assumes for the benefit of Landlord alt of Tenant's obligations under this Lease without releasing Tenant from liability for any of the terms, conditions and covenants of this Lease (including the payment of Rent), (y) a statement certified by a certified public accountant that the Affiliated Corporation's net worth is at least fifty million dollars ($50,000,000), and (z) the Transfer Fee. After the date of the assignment, in the event such Affiliated Corporation shall no longer be Tenant's Affiliated Corporation as defined above, then such an event shall constitute a Transfer and shall be subject to the provisions of Section 15.01. ARTICLE 16: EVENTS OF DEFAULT AND BANKRUPTCY Section 16.01 Events of Default. This Lease is made upon the condition that Tenant shall punctually and faithfully perform and fulfill all of the covenants, conditions and agreements by it to be performed as set forth in this Lease. In addition to events elsewhere stated in this Lease as Events of Default, the following shall be deemed to be an Event of Default (each of which is sometimes referred to as an "Event of Default"): (a) Tenant's failure to pay Minimum Rent andlor Percentage Rent andlor Additional Rent or any installment or year-end adjustment if such failure continues for ten (10) days after written notice by Landlord to Tenant; or (b) Tenant's failure to submit Plans on or before the Plan Submittal Date and in accordance with Section 2.03, or to correct deficiencies in its Plans and timely resubmit any "disapproved" Plans, or Tenant's failure to commence Tenant's Work on or before the Construction Commencement Date and in accordance with the terms and conditions of this Lease, or Tenant's failure to complete all of Tenant's Work on or before the Construction Completion Date and in accordance with the terms and conditions of this Lease; or (c) Tenant's failure to open its business to the public in the Premises on or prior to the Required Opening Date, or to open the Premises or to keep the Premises open in the manner and on the days and hours required by this Lease, or if Tenant vacates or abandons the Premises; or (d} Tenant's failure to observe or perform any of the covenants, terms or conditions set forth in Article 15 (relating to assignment and subletting); or (e) the sale or removal of a substantial portion of Tenant's property located In the Premises in a manner which is outside the ordinary course of Tenant's business; or (f) Tenant's failure to maintain inventory levels and employee staff in accordance with the provisions of Article 7; or PassageOflndia-CapitalCity-FinalFinal February 10, 2012 \ MortonlJTF 2ti (g) Tenant's failure to pay timely any Minimum Rent, Percentage Rent and/or Additional Rent or other sums reserved hereunder or to report timely Gross Sales where such failure shall continue or be repeated for two (2) consecutive months or for a total of three (3) months in any period of twelve (12) consecutive months; or (h) Tenant's failure to observe or perform any of the covenants, terms, or conditions of this Lease more than three (3) times in the aggregate in any period of twelve (12) consecutive months; or (i) except as otherwise provided in this Lease, Tenant's failure to observe or perform any of the other Lease covenants, terms, or conditions for a period of twenty (20) days after written notice thereof from Landlord to Tenant (unless such failure cannot reasonably be cured within twenty (20) days and Tenant shall have commenced to cure said failure within twenty (20) days and continues diligently to pursue the curing of the same until completed); or (j) the commencement of levy, execution, or attachment proceedings against Tenant or Guarantor or a substantial portion of Tenant's or Guarantors assets; the commencement of levy, execution, attachment or other process of law upon or against Tenant's leasehold estate; the application for or the appointment of a liquidator, receiver, custodian, sequestrator, conservator, trustee, or other similar judicial officer for Tenant or Guarantor or for all or any substantial part of the property of Tenant or Guarantor (and such appointment continues for a period of thirty (30) days); the insolvency of Tenant or Guarantor of Tenant in bankruptcy or equity sense; any assignment by Tenant or Guarantor for the benefit of creditors; or (k) the commencement of a case by or against Tenant or Guarantor under any insolvency, bankruptcy, creditor adjustment or debtor rehabilitation laws, state or federal; or the determination by Tenant or Guarantor to request relief under any insolvency proceeding, including any insolvency, bankruptcy, creditor adjustment or debtor rehabilitation laws, state or federal, and in no event shall the Premises or Tenant's interest in this Lease become an asset in any such proceedings. Section 16.02 Landlord's Remedies. (a) Landlord's Remedies. Landlord may treat any Event of Default as a material breach of this Lease. Landlord's failure to insist upon strict performance of any covenant, term, or condition of this Lease or to exercise any right or remedy shall not be deemed a waiver or relinquishment for the future of such pertormance, right, or remedy. In addition to any and all other rights or remedies of Landlord in this Lease or at law or in equity, Landlord shall have the following rights and remedies if there shall occur any Event of Default (none of which shall be construed as an election to forego any of the other remedies then or in the future), all without being liable to prosecution or for damages: (i) to accelerate the whole balance or any part of Rent and all other sums payable under this Lease by Tenant for the entire balance of the Term; and/or (ii) to terminate this Lease, re-enter and take possession of the Premises, and remove all persons and contents therefrom, all without claim or right for Tenant, as allowed by law; and/or (iii) to bring suit for the collection of Rent and damages without entering into possession of the Premises or terminating this Lease; and/or (iv) to terminate Tenant's right of possession of the Premises by summary proceedings (or otherwise, as allowed by law) without terminating this Lease and, in the event of re-entry and termination of possession, Landlord shall have the right to remove any personal property from the Premises and either treat such property as abandoned or place the same in storage at Tenant's sole cost, expense, and risk; and/or (v) to the extent legally permitted, to enter the Premises and, without further demand or notice, proceed to distress and sale of the goods, chattels, personal property, and other contents of the Premises and to levy the Rent and/or to cause issuance of and levy of distress writ for Rent upon the contents of the Premises. Tenant shall pay all costs and officers' commissions including watchmen's wages and sums chargeable by Landlord and charges which Landlord may impose by statute as commissions to the constable or other persons making the levy and, in such cases, all costs, officers' commissions, and other charges shall immediately attach and become part of Landlord's claim for Rent; any tender of Rent without said costs, commissions, and charges made after the issuance of a warrant of distress shall not be sufficient to satisfy Landlord's claim. (b) Confession of Judgment -Rent. Tenant covenants and agrees that if there is an Event of Default, then Landlord may, without limitation, cause judgments for money to be entered against Tenant and, for those purposes, Tenant hereby grants the following warrant of attorney: Tenant hereby irrevocably authorizes and empowers any prothonotary, clerk of court, attorney of any court of record, and/or Landlord (as well as someone acting for Landlord) in any and all actions commenced against Tenant for recovery of the Rent and/or other amounts to be paid to Landlord by Tenant to appear for Tenant, assess damages, and confess or otherwise enter judgment against Tenant for all or any part of the Rent and/or other amounts to be paid to Landlord by Tenant including, without limitation, sums under Section 16.02(a), together with interest, costs, and an attorneys' commission of five percent (5%) of the full amount of such Rent, amounts and sums. Thereupon, writs of execution as well as attachment may forthwith issue and be served without any prior notice, writ, or proceeding whatsoever except as may otherwise be required by applicable law. The warrant of attorney herein granted shall not be exhausted by one or more exercises of it successive actions may be commenced and successive judgments may be confessed or otherwise entered against Tenant, from time to time, as often as any of the Rent and/or other amounts and sums shall fall or be due or be in arrears. This warrant of attorney may be exercised during the Term of this Lease, any extension or renewals thereof, and/or after the termination or expiration of the Term. The provisions of Section 16.02(d) are incorporated herein by this reference. (c) Confession of Judgment -Possession. Tenant covenants and agrees that if there is an Event of Default, This Lease is terminated, or the Term or any extensions or renewals thereof is terminated or expires, then, and in addition to the rights and remedies set forth in Section 16.02(b), Landlord may, without limitation, cause judgments in ejectment and/or for possession of the Premises to be entered against Tenant and, for those purposes, Tenant hereby grants the following warrant of attorney: Tenant hereby irrevocably authorizes and empowers any prothonotary, clerk of court, attorney of any court of record and/or Landlord (as well as someone acting for Landlord) in any and all actions commenced for recovery of possession of the Premises to appear for Tenant and confess or otherwise enter judgment in ejectment and/or for possession of the Premises against Tenant and all persons claiming directly or indirectly by, through, PassageOfl ndia-CapitalCity-FinalF final February 10, 2012 \ Morton/JTF 2~ or under Tenant. Thereupon, writ of possession may forthwith issue and be served, without any prior notice, writ, or proceeding whatsoever except as may otherwise be required by applicable law. If, for any reason after the foregoing action or actions shalt have been commenced, it shall be determined that possession of the Premises should remain in or be restored to Tenant, Landlord shall have the right to commence one or more further actions as set forth herein to recover possession of the Premises including, without limitation, appearing for Tenant and confessing or otherwise entering judgment for possession of the Premises. The provisions of Section 16.02(d) are incorporated herein by this reference. (d) Release. in any action or proceeding described in or in connection with Section 16.02(b) and/or Section 16.02(c), rf a copy of this Lease is verified by Landlord (or someone acting for Landlord) to be a true and correct copy of this Lease (and such copy shall be conclusively presumed to be true and correct by virtue of such verification), then the filing of the original of this Lease shall not be necessary, notwithstanding any statute, rule of court of law, custom or practice to the contrary. Tenant hereby releases to Landlord, anyone acting for Landlord, and all attorneys who may appear for Tenant, all errors in procedure regarding the entry of judgment or judgments by confession or otherwise and all liability therefor. The right to enter judgment or judgments by confession or otherwise by virtue of the warrants of attorney contained in this Lease and to enforce all of the other provisions of this Lease may be exercised by any assignee of Landlord's right, title, and interest in this Lease in such assignee's own name, notwithstanding any statute, rule of court or law, custom or practice to the Contrary. (e) Waiver. Tenant expressly waives (to the extent legally permitted to be waived): (i} the benefit of all laws (now or hereinafter in force) exempting any goods in the Premises or elsewhere from distraint, levy, or sale in any legal proceedings taken by Landlord to enforce any rights under this Lease; (ii) the benefit of all laws (now or hereinafter in force) regarding any limitation as to the goods upon or time within which distress is to be made after the removal of goods, and Tenant further relieves landlord of the obligation of proving or identifying such goods, it being agreed that all goods of Tenant, whether or not upon the Premises, shall be liable to distress for rent; (iii) the right to issue a writ of replevin for the recovery of any goods seized under a distress for Rent or levy or seek to recover any goods attached upon an execution for Rent, damages, or otherwise; (iv) the right to delay execution on any real estate that may 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 same appraised; Tenant hereby authorizing the Prothonotary or Clerk of Court at Landlord's instance to enter a writ of execution or other process upon Tenant's voluntary waiver and agreeing that said real estate may be sold on a writ of exec:ulion or other process; (v) all rights under applicable law authorizing the sale of any goods distrained for rent at any time after seven (7) days (or other applicable statutory period) from said distraint without any appra~sement and condemnation thereof; (vi) the right to any specific notice required under certain circumstances, or any other notice required or otherwise provided by statute as a condition to commencing summary proceedings or an action for possession, or to terminating this Lease or retaking of possession, Tenant hereby agreeing that the respective notice periods provided for in this Lease shall be sufficient in any such case; and (vii) all rights of redemption under applicable law. (f) Insolvency. Notwithstanding Tenant's obligation to pay Minimum Rent, Percentage Rent, and Additional Rent as of the first day of each month during the Term, in the event that an insolvency, bankruptcy or similar proceeding is filed by or against Tenant or Guarantor (if any), Tenant shall be obligated to pay all such Minimum Rent, Percentage Rent, and Additional Rent on a ratable basis from the date of the commencement of any such proceeding through the end of the month in which such proceeding is commenced. Furthermore, notwithstanding anything contained herein to the contrary, in the event that a bankruptcy or similar insolvency proceeding is filed by or against Tenant, and Landlord is subjected to any avoidance or similar claim under Chapter 5 of the Bankruptcy Code (as defined herein) or otherwise in or connection with such proceeding, Landlord shall have or may assert any and all claims against Tenant or its trustee (or similar representative) to the fullest extent permitted by this Lease. Section 16.03 Damages. (a) Damages. If Landlord elects to terminate Tenant's right to possession under this Lease but not to terminate this Lease, Landlord may relet the Premises (or any part thereof) for the account of Tenant at such rentals and upon such terms and conditions as Landlord shall deem appropriate (which may be less than or exceed the balance of the Term) and, to the extent Landlord receives the Rent therefor, Landlord shalt apply the Rent first to the payment of such expenses as Landlord may have incurred in recovering possession of the Premises (including, without limitation, legal expenses and attorneys' fees} and for putting the Premises into good order and repairing or remodeling or altering the same for reletting, and any other expenses, rent concessions, commissions, and charges paid, assumed, or incurred by or on behalf of Landlord in connection with reletting the Premises (collectively, "Costs of Reletting"), and then to the fulfillment of Tenant's covenants under this Lease. Tenant covenants to pay to Landlord Rent up to the time of termination of Tenant's right to possession under this Lease and, thereafter and until the end of the Term, the equivalent of the amount of Rent under this Lease less the net avails of such reletting ('rf any) during the same period, and the same shall be due and payable by Tenant on the dates Rent is due under this Lease. Any reletting by Landlord shall not be construed as an election by Landlord to terminate this Lease unless a notice of such intention is given by Landlord to Tenant. Regardless of Landlord's reletting without terminating this Lease, Landlord may at any time thereafter elect to terminate this Lease. In any event, Landlord shall not be Iiabie for, and Tenant's obligations hereunder shall not be diminished by reason of, any failure by Landlord to relet the Premises or any failure by Landlord to collect any sums due upon such reletting. Tenant shall not be entitled to any Rent received by Landlord whether or not in excess of Rent provided for in this Lease. Landlord may file suit to recover any sums falling due under the terms of this subsection from time to time, and no suit or recovery of any sums due Landlord hereunder shall be a defense to any subsequent action brought for any amount not reduced to judgment in favor of Landlord. Notwithstanding anything to the contrary contained herein, Landlord shall have no duty to mitigate damages in the event Landlord terminates this Lease (unless prohibited by applicable state law). Furthermore, (i) Landlord is under no affirmative duty to maximize rent collected from any replacement tenant or otherwise mitigate Landlord's damages, (ii) Tenant waives any legal or equitable right or defense that Landlord mitigate its damages, and (iii) regardless of whether Landlord takes any action to mitigate Landlord's damages, such termination shall operate to accelerate the entire balance Pa ssageOfl ndia-CapitalCity-FinalFinal February 10, 2012 \ Morton/JTF 28 of Rent due over the entire Lease Term, which shall become immediately due and payable by Tenant, along with all overdue Rent and charges. The foregoing sentences shall survive the termination of this Lease. (b) Benefit of the Bargain Damages. If landlord elects to terminate this Lease instead of terminating only Tenant's right to possession, landlord shall have the right to immediately recover against Tenant as damages for loss of the bargain, and not as a penalty, the following "Benefit of the Bargain Damages" (as reasonably determined by Landlord): (i) the present value of the projected Rent payable by Tenant under this Lease that would have accrued for the balance of the Term (Additional Rent projections to be based on the Additional Rent which would have been payable pursuant to this Lease for the full calendar year prior to the calendar year in which the default occurred, increasing annually on the first of each year after such calendar year at the rate of six percent (6%) per annum compounded if any such increase is not otherwise set forth in this Lease), plus (ii) any other amounts necessary to compensate Landlord for all detriments proximately caused by Tenant's failure to perform its obligations under this Lease, including reasonable attorneys' Fees, plus (iii) interest on all sums due Landlord at the Default Rate (hereafter defined), less (iv) the then-present fair market rental value of the Premises for the balance of the Term (taking into account, among other things, the Premises' condition, market conditions, the period of time the Premises may remain vacant before Landlord is able to relet it to a suitable replacement tenant, and the Costs of Retelling that Landlord may incur in order to enter into a replacement lease). Notwithstanding anything to the contrary contained in this Lease, if, subsequent to the termination of this Lease and the recovery of damages from Tenant pursuant to this subsection (b), Landlord relets the Premises for an effective Rent higher or lower than the Rent assumed for purposes of calculating the Benefit of the Bargain Damages, the Benefit of the Bargain Damages shall not be recalculated and Landlord shall be entitled to retain all of the proceeds of such reletting. (c) Default Rate: The "Default Rate" means the highest amount allowed by applicable law. Any amount of Rent which is not paid by Tenant to Landlord within five (5) calendar days after it is due shall bear interest at the Default Rate. Section 16.04 Landlord's Self-Help. In addition to Landlord's rights to self-help set forth elsewhere in this Lease, if at any time Tenant fails to perform any of its obligations under this lease in a manner reasonably satisfactory to Landlord, Landlord shall have the right to perform such obligations on behalf of and for the account of Tenant. Landlord shall give Tenant at least three (3) days prior written notice of its election to seH-help except in the event of emergency, for which no prior notice shall be required. Upon demand by Landlord, Tenant shall reimburse Landlord for its costs and expenses incurred in exercising self-help, plus interest at the Default Rate from the date Landlord performs such obligation. Landlord's performance of any of Tenant's obligations shall not constitute a release or waiver of Tenant from such obligation. Section 16.05 Landlord's Default. Except as otherwise provided in this Lease, Landlord shall be in default under this Lease if Landlord fails to perform any of its Lease obligations and said failure continues for a period of thirty (30) days after written notice from Tenant to Landlord (unless such failure cannot reasonably be cured within thirty (30) days and Landlord shall have commenced to cure said failure within thirty (30) days and continues diligently to pursue the curing of the same). If Landlord shall be in default under this Lease and, if as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale rt:,ceived upon execution of such judgment and levied thereon against the right, title, and interest of Landlord in the Shonurng Center (as the Shopping Center may then be encumbered) and Landlord shaft not be liable for any deficiency. In no event shall Tenant have the right to levy execution against any property of Landlord other than Landlord's right, title, and interest .n the Shopping Center. In no event shall Landlord be responsible for or be liable to Tenant for any consequential or special damages that occur as a result of Landlord's breach of a term, covenant, obligation or condition under this Lease. No default by Landlord under this Lease shall give Tenant the right to terminate this lease. Landlord's obligations to Tenant and Tenant's obligation to pay Rent are independent covenants in all respects. In the event that Landlord transfers its interest in the Shopping Center, the transferor Landlord shall not have any further liability or obligations under this Lease after the date of the transfer and Tenant shall look solely to Landlord's successor for performance of the Conditions, obligations and covenants set forth in this Lease. Section 16.06 Leaal Exoenses. (a) In the event that (i) Landlord retains counsel and/or institutes any suit against Tenant for violation of or to enforce any of the covenants or conditions of this Lease, or (ii) Tenant institutes any action against Landlord for violation of any covenants or conditions of this Lease, or (iii) either party institutes a suit against the other for a declaration of rights hereunder, or (iv) either party intervenes in any suit in which the other is a party to enforce or protect its interests or rights hereunder; then the prevailing party in any such suit shall be entitled to all its costs, expenses and reasonable attorneys' fees in connection therewith. (b) In the event a proceeding is filed by or against Tenant under any chapter of the United States Bankruptcy Code, as presently existing or as may be amended (the "Bankruptcy Code"), or Tenant makes an assignment for the benefit of creditors, or commences or otherwise becomes the subject of any insolvency, receivership, or similar proceeding, Landlord shall be entitled to recover from Tenant or any trustee, custodian, receiver, assignee, or other representative acting on Tenant's behalf, all of Landlord's costs, expenses, and reasonable attorneys' fees incurred in or in connection with any such proceeding. In addition to any other sums due and owing by Tenant under this Lease, such costs, expenses, and reasonable attorneys' fees shall constitute (i) an obligation of Tenant hereunder and (ii) a component of any cure claim assertable by Landlord under l1 U.S.C. § 365(b) or otherwise. Pa ssageOfl nd is-Capi tat City-FinalFinal February 10, 2012 \ MortonlJTF 29 Section 16.07 Landlord's Right to Assume Lease and Purchase Tenant's_Leasehold Interests As a specifically bargained for right hereunder, if Tenant makes an assignment for the benefit of creditors, files or suffers the filing against it of a petition under any chapter of the Bankruptcy Code, or if proceedings for reorganization or Composition with creditors under any federal or state law are instituted by or against Tenant and Tenant or Tenant's trustee (as the case may be) subsequently attempts to assign this Lease or Tenant's interests in this Lease pursuant to 11 U.S.C. § 365 or otherwise, Landlord shall have the right of first refusal to purchase and assume this Lease and Tenant's interests thereunder (collectively, "Tenant's Leasehold Interests") upon the following terms and conditions: (a) If Tenant receives a bona fide, arm's length offer to purchase Tenant's Leasehold Interests (the "Third Party Offer"), which Third Party Offer Tenant or Tenant's trustee (as the case may be) deems acceptable, Tenant or Tenant's trustee shall first deliver a copy to landlord ("Landlord's RFR Notice"). Landlord shall thereafter have the right to assume and acquire Tenant's Leasehold Interests described in Landlord's RFR Notice on the same terms and conditions as set forth in the Third Party Offer. (b) Within thirty (30) days following landlord's receipt of Landlord's RFR Notice, Landlord shall notify Tenant or Tenant's trustee (as the case may be) in writing of Landlord's intention to exercise the right of refusal to acquire Tenant's Leasehold Interests or be deemed to have waived such right of first refusal with respect to the transaction described in Landlord's RFR Notice. If Landlord timely exercises Landlord's right of first refusal, Tenant or Tenant's trustee shall be deemed to be contractually bound to sell and assign Tenant's Leasehold Interests exclusively to Landlord in accordance with the terms and conditions set forth in the Third Party Offer. If Landlord fails timely to respond to Landlord's RFR Notice or declines to exercise the right of first refusal granted hereunder in such instance, then Tenant or Tenant's trustee (as the case may be) shall be free to sell and assign Tenant's Leasehold Interests described in Landlord's RFR Notice to the proposed purchaser (the "Third Party Purchaser") on the same terms and conditions set forth in the Third Party Offer; provided, however, that the sale and assignment of Tenant's leasehold Interests to the Third Party Purchaser shall be and remain subject to this right of first refusal provision, such that any future assignment of this Lease by the Third Party Purchaser or any successor thereto, shall be and remain subject to the right of refusal herein granted to Landlord. (c) The parties hereby specifically acknowledge and agree that the right of first refusal granted to Landlord herein is not intended to operate, and shall not be construed, as a provision that prohibits, restricts, or conditions the assignment of this Lease within the meaning of 11 U.S.C. § 365(f) or any similar statutory provision. Section 16.08 Shopping Center Lease. Tenant agrees that this Lease is a "lease of real property in a Shopping Center" as such term is used in the Bankruptcy Code, and that neither Tenant's interest in this Lease nor in any estate created hereby shall pass to any trustee, receiver, assignee for the benefit of creditors, or otherwise except as may be specifically provided therein. Nothing contained in this Section 16.08 shall be deemed in any manner to limit Landlord's rights and remedies under the Bankruptcy Code. Section 16.09 Rejection of the Lease. Notwithstanding any other provision of this Lease, in the event Tenant rejects this Lease under the applicable provisions of the Bankruptcy Code, Landlord shall be entitled to a claim for damages under this Lease to the full extent provided by Section 502(b)(6) of the Bankruptcy Code, without reduction based on Landlord's failure to mitigate damages, and Tenant hereby specifically waives any rights (i) to assert that Landlord has a duty to mitigate damages, (ii) to object to any claim filed or asserted by Landlord in Tenant's bankruptcy proceeding on the grounds that Landlord has a duty to mitigate damages and has breached such duty, in whole or in part, and/or (iii) to assert the existence of any such duty to mitigate against Landlord in any bankruptcy or non-bankruptcy proceeding involving the parties to this Lease or the Guarantor (if any). ARTICLE 17: SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATE Section 17.01 Subordination of Lease. Except as hereinafter provided, Tenant agrees that this Lease is and shall always be subject and subordinate to the following: (i) any lease wherein Landlord is the lessee, (ii) the lien of any or all mortgages or deeds of trust, and to the interest thereon, (iii) all modifications, consolidations, renewals, replacements and extensions and future advances made thereunder ((ii) and (iii) are collectively referred to as "Mortgage"). Such subordination shall apply regardless of whether such lease or Mortgage now exists or may hereafter be created with regard to all or any part of the Shopping Center. Such subordination shall be effective without the execution of any further instrument. Tenant also agrees that any holder of such lease or Mortgage ("Mortgagee") may elect to have this Lease prior to any lease or lien of its Mortgage and, in the event of such election and upon notification by such lessor or Mortgagee to Tenant to that effect, this Lease shall be deemed prior in lien to the said lease and/or Mortgage, whether this Lease is dated prior to or subsequent to the date of said lease and/or Mortgage. Section 17.02 Tenant's Attornment. In the event of any foreclosure of or the exercise of a power of sale under any Mortgage covering the Premises or in the event of the termination of any lease referred to in Section 17.01 wherein Landlord is the lessee, Tenant shall attorn to and recognize the purchaser or Landlord's lessor as Landlord under this Lease. Section 17.03 Instruments to Carrv Out Intent. Tenant agrees that upon the request of Landlord, Landlord's lessor, or Mortgagee, Tenant shall execute and deliver whatever instruments may be required to carry out the intent of Sections 17.01 and 17.02, and in the event Tenant PassageOflndia-CapitalCity-FinalF final February t0, 2012 \ Morton/JTF 30 fails to do so within fifteen (15) days after demand in writing, Tenant shall be deemed to have committed an Event of Default. Any document executed by Tenant evidencing subordination of this Lease shall provide that Landlord's Mortgagee, or such purchaser of Landlord's interest, or Landlord's lessor shall not be (i) liable for any action or omission of any prior landlord (including Landlord) under this Lease, (ii) subject to any off sets, claims or defenses which Tenant might have against prior landlord (including Landlord), (iii) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord), (iv) bound by any amendment or m~arlificaUon of this Lease or any Of!)8! agtreemenf ConCerrrrng 11HS Lease made -wthout Alorfsagees ar ptxr"s written consent, and/or (v) responsible in any way for any Security Deposit which was delivered to Landlbrril but was not suhsequently delivered to Mortgagee or purchaser. ' Section 17.04 Estoppel Certificate. Within fifteen (15) days after written request by Landlord, Mortgagee, or any purchaser of Landlord's interest in this Lease, Tenant shall execute and deliver to Landlord, Mortgagee, purchaser, or to such other addressee(s) as Landlord may designate (and Landlord, Mortgagee, purchaser, and any such addressee(s) may rely thereon), a statement in writing in form and substance satisfactory to Landlord, Mortgagee, ahdlor purchaser (herein called "Estoppel Certificate'), certifying as to such matters as may be reasonably requested by Landlord. Mortgagee, and/or purchaser. Tenant expressly agrees that, at any time, Landlord may assign its interest in the Estoppel ertificate to its prospective or existing transferee of all of any part of Landlord's interest in the Shopping Center or this Lease, or to any of Landlord's lenders, who may act in material reliance thereon. Tenant's failure to provide timely an Estoppel Certificate shall constitute an acknowt~~dgment by Tenant that the statements contained in such certificate are true and correct without exception and may t~~.; relied upon by Landlord, Mortgagee, and any prospective or existing transferee of all or any part of Landlord's interest in the Shopping Center or this Lease, and may also be deemed an Event of Default by Landlord. Section 17.05 Landlord's Rights of Alienation. Landlord reserves the right to sell, lease or sever the ownership of or title to the various sections of the Shopping Center and/or to place separate Mortgages on said sections. Tenant shall execute from time to time such instruments reasonably required by Landlord and Mortgagee to effectuate the provisions of this Section. ARTICLE 18: MISCELLANEOUS Section 18.01 Interpretation. (a) Captions. The captions, table of contents, and index of defined terms appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Sections or Articles of this Lease, (b) Landlord and Tenant Defined. If more than one person or corporation is named as Landlord or Tenant in this Lease and executes the same as such or becomes Landlord or Tenant, then the words "Landlord" or "Tenant" wherever used are intended to refer to all such persons or corporations, and the liability of such persons or corporations for compliance with and performance of all the terms, covenants, and provisions of this Lease shall be joint and several. (c) Use of Pronoun. 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 of two or more individuals or corporations. The necessary grammatical changes required to make the provisions of this Lease apply in the plural number where there is more than one Landlord or Tenant and to corporations, associations, partnerships, or individuals, males or females, shall in all instances be assumed as though in each case fully expressed. {d) Construction of Lease. Although the printed provisions of this Lease were drawn by Landlord, this Lease shall not be construed for or against Landlord or Tenant; rather, this Lease shall be interpreted in accordance with the general tenor of the language in an effort to reach the intended result. Section 18.02 Quiet Eniovment. So long as Tenant shall pay timely the Rent as set forth in this Lease and observe and perform of all of the agreements, covenants, terms, and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term without hindrance or interruption by Landlord or any other person or persons lawfully claiming by, through, or under Landlord, subject, nevertheless, to the terms and conditions of this Lease, and any Mortgage, leases and other matters to which this Lease is subject or subordinate. Section 18.03 Notices. Any notice, demand, request, approval, consent, or other instrument which may be or is required to be given under this Lease ("Notice") shall be in writing and sent to the address(es) set forth in the Fundamental lease Provisions by postage prepaid, registered or certified mail (return receipt requested), or by nationally recognized expedited delivery service which provides proof of delivery. If mailed, Notice shall be deemed to have been given on the date when actually received or refused or, in the case of Notice delivered by nationally recognized expedited delivery service, when received. Landlord may also deliver any such Notice to Tenant by delivery in person at such notice address or at the Premises and, in such event, Notice shall be deemed to have been given when so delivered, the affidavit of the person making personal delivery shall be conclusive proof of delivery and of the delivery time and date. Notices given by Landlord may be given on its behalf by Agent or by any attorney for Landlord or Agent. Any Notice properly sent to Tenant shall be deemed effective whether or not a copy is sent to the address designated in the Fundamental Lease Provisions to receive a copy. PassageOflndia-CapitalC ity-FinalF final February t0, 20t2 \ Morton/JTF 31 Any change of Notice Address requested by Tenant shall only be valid and binding on Landlord if such request is in writing and signed by a duly authorized officer, partner, or owner of Tenant. Section 18.04 Real Estate Investment Trust. If the ownership of the Shopping Center is in a Real Estate Investment Trust ("REIT"), Landlord and Tenant agree that all Rent shall qualify as "rents from real property" within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended (the "Code") and the U.S. Department of Treasury Regulations promulgated thereunder (the "Regulations"). Should the Code, or the Regulations, or interpretations thereof by the Internal Revenue Service contained in the Revenue Rulings, be changed so that any Rent no longer qual~es as "rent from real property" for the purposes of Section 856(d) of the Code and the Regulations, other than by reason of the application of Section 856(d)(2)(B) or 856(d)(5) of the Code or the related Regulations, such Rent shall be adjusted so that it will so qualify; provided, however, that any adjustments required pursuant to this Section shall be made so as to produce the equivalent (in economic terms) Rent as payable prior to such adjustment and that such adjustments shall not result in any increase in Tenant's Rent. Section 18.05 Reciprocal Easement Agreement. Tenant understands and agrees with Landlord that, notwithstanding anything to the contrary contained in this Lease, the Shopping Center (including, without limitation, the Common Areas and the Premises) is and shall be subject, subordinate, and otherwise junior to any reciprocal or cross easement agreement (as they may be or may have been created, amended, supplemented, or otherwise modffied from time to time) between Landlord and each party thereto (such easement agreements herein collectively called the "REA"). Section 18.06 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed as creating the relationship of principal and agent, partnership, or joint venture between the parties hereto or cause Landlord to be responsible in any way for Tenant's acts, debts, or obligations. Section 18.07 Successors Except as otherwise specifically set forth in this Lease, all rights, obligations, and liabilities herein given to or imposed upon Landlord, Agent, Tenant, and Guarantor shall extend to and bind the several respective heirs, executors, administrators, trustees, receivers, legal representatives, successors and assigns of such parties; however, no rights shall inure to the benefit of any assignee, legal representative, trustee, receiver, legatee, or other personal representative of Tenant unless the assignment to such party has been consented to by Landlord in writing. Section 18.08 Survival of Obligations. ~ All of Tenant's obligations accruing during the Term pursuant to Sections 4.04, 4.05, 4.06, 5.01, 5.02, 7.03, 7.07, 8.06, 11.04, 11.05, 16.03, 18.09, and as otherwise specifically set forth in this Lease, shall survive the expiration or earlier termination of the Term. Section 18.09 Broker's Commission. Landlord and Tenant, each, hereby represent and warrant to the other that they have had no dealings, negotiations, or consultations with respect to the Premises, the Shopping Center or this transaction with any broker or finder except Agent and that, with the exception of Agent, no broker or finder called the Premises or any other space in the Shopping Center to Tenant's attention for lease. In the event that any broker or finder other than Agent claims to have submitted the Premises or any other space in the Shopping Center to Tenant, to have induced Tenant to lease the Premises, or to have taken part in any dealings, negotiations, or consultations with respect to the Premises, the Shopping Center, or this transaction, then the party having failed to disclose such contact will be responsible for and will defend, indemnify, and save the other party and Agent harmless from and against ail costs, fees (including attorneys' fees), expenses, liabilities, and claims incurred or suffered by such party andlor Agent as a result thereof. Such agreement shall survive the expiration or earlier termination of this Lease. Section 18.10 Invalidity; Severability. It is the intention of the parties hereto that if any provision of this Lease is capable of two constructions, one of which would render the provision invalid and the other of which would render the provision valid, then the provision shall have the meaning or meanings which would render it valid. If any term, condition, or covenant of this Lease or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to the persons or circumstances, other than those as to which i[ is held invalid or unenforceable, shall not be affected thereby, and each term, condition, and covenant shalt be valid and enforced to the fullest extent permitted bylaw. Furthermore, each covenant, agreement, obligation and other provision 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 same, and not dependent on any other provision of this Lease unless expressly so provided. Section 18.11 Time of the Essence. Time is of the essence with respect to the performance of the respective obligations of Landlord and Tenant set forth in this Lease. Section 18.12 Applicable Law. The laws of the state in which the Shopping Center is located shall govern the validity, performance, and enforcement of this Lease. Any party to this Lease instituting legal suit or action for enforcement of any obligation contained herein shall do so only in the state in which the Shopping Center is located. PassageOff Hdlg-CapitalCity-F final F final February 10, 2012 t Morton/JTF 32 Section 18.13 Waiver. Landlord shall not be deemed to have waived any covenant, term, agreement, or condition of this Lease unless such waiver is in writing and executed by Landlord. landlord's waiver of any breach of any Lease covenant, term, agreement, or condition shall not be deemed to be a waiver of any subsequent breach of the same or any other Lease covenant, term, agreement or condition. The subsequent acceptance by Landlord of Rent due hereunder shall not be deemed to be a waiver of any preceding breach by Tenant of any Lease covenant, term, agreement, or condition, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord's knowledge of such preceding breach at the time of its acceptance of the Rent. Landlord's waiver with respect to one or more tenants or occupants of the Shopping Center shall not constitute a waiver in favor of any other. Landlord's consent to any act by Tenant requiring Landlord's consent shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent similar act by Tenant. Section 18.14 Accord and Satisfaction Tenant's payment or Landlord's receipt of a lesser amount of Rent than the amount stipulated in this Lease shall be deemed to be on account of the earliest stipulated Rent then due and payable. Tenant agrees that Landlord shall not be bound by any endorsement or statement on any check or any letter accompanying any check or payment and no such endorsement, statement or letter shall be deemed an accord and satisfaction, whether such check or letter is forwarded to Landlord's lock box or directly to Landlord, Agent or elsewhere. Furthermore, Landlord or Landlord's bank may accept such check or payment without prejudice to Landlord's rights and remedies to recover the balance of Rent or pursue any other right or remedy available to it. Section 18.15 Corporate Tenants. If Tenant's form of organization is as an entity (rather than a natural person), the persons executing this Lease on behalf of Tenant hereby covenant and warrant that: Tenant is a duly constituted entity qualified to do business in the state in which the Shopping Center is located; all Tenant's franchise, corporate and other lienable taxes have been paid to date; all future forms, reports, fees, and documents necessary for Tenant to comply with applicable laws will be filed by Tenant when due; and such persons are duly authorized by the governing body of such entity to execute and deliver this Lease on behalf of the entity. Section 18.16 Recording. This Lease shall not be recorded and Tenant shall not record a short form or memorandum of lease; however, Landlord shall have the right to record a short form or memorandum of lease, at Landlord's expense, at any time during the Term, and Tenant shall execute same. Section 18.17 Agent of Landlord; Service Providers. (a) Aoent of Landlord. PREIT Services, LLC and/or PREIT-Rubin, Inc. has acted as Landlord's agent ("Agent") in connection with the execution of this Lease and shall not in any event be held liable to Landlord or to Tenant for the fulfillment or non-fulfillment of any of the terms, covenants, or conditions of this Lease or for any action or proceeding that may be taken by Landlord against Tenant or by Tenant against Landlord. Any waiver of Landlord's liability hereunder (including any waiver of subrogation rights) shall apply with equal force and effect as a waiver of Agent's liability. (b) Service Providers. Any services which Landlord is required to furnish pursuant to this Lease may, at Landlord's option, be furnished from time to time, in whole or in part, by employees of Landlord or Agent or its employees or by one or more third persons hired by Landlord or Agent. Tenant agrees that upon Landlord's written request, it will enter into direct agreements with Agent or other parties designated by Landlord for the furnishing of any such services required to be furnished by Landlord, in form and content approved by Landlord, provided, however, that no such contract shall result on an estimated basis in Tenant having to pay in the aggregate more money on account of its occupancy of the Premises under the terms of this Lease, or having to receive fewer services or services of a lesser quality than it is presently entitled to receive under this Lease. Section 18.18 Finalization of Charges. Notwithstanding anything to the contrary contained in this Lease, Tenant's failure to object to any statement, invoice, or bill rendered by Landlord within a period of one hundred eighty (180) days after Tenant's receipt shall constitute Tenant's acquiescence with respect thereto and shall render such statement, invoice, or billing a final and binding account between Landlord and Tenant. The foregoing provision shall supersede any right to audit or request supporting documentation from Landlord which may otherwise be provided by this Lease and is not intended to grant any such right to Tenant not otherwise expressly provided elsewhere in this Lease. Section 18.19 Financial Information. Within twenty (20) days of Landlord's written request, Tenant agrees (i) to deliver to Landlord such financial information concerning Tenant, Guarantor and Tenant's and Guarantor's business operations as Landlord, any Mortgagee, prospective mortgagee, purchaser, or prospective purchaser, may request and in a form acceptable to such requestor; and/or (ii) to Provide landlord with written authorization to perform a credit check of Tenant and/or Guarantor on a form acceptable to Landlord. If the financial or credit rating of Tenant and/or Guarantor is not acceptable to Landlord, Landlord shall have the right to cancel this Lease if Tenant refuses to execute or supply such additional assurances and/or guarantors as Landlord shall require within thirty (30) days after Landlord's request, which request may not be made after Landlord delivers possession of the Premises to Tenant. After Landlord delivers possession of the Premises to Tenant, Tenant's failure to provide Landlord with a financial statement and/or credit check authorization shall constitute an Event of Default. PassageOfl ndia-CapitalCity-Final Fina I February 10, 2012 1 Morton/JTF 33 If Landlord exercises its cancellation right, this Lease shall be deemed null and void, each of the parties shall be released from any other or further liability, any Security Deposit shall be refunded to Tenant without interest, and neither party shall have any liability to the other by reason of such cancellation. Section 18.20 Tenant's Guarantor. Attached hereto as Exhibit D is a Guarantee of Lease executed by Ajit R. Smith and Manisha Smith, Husband and Wife, jointly and severally; Leena Shenoy, a Single Individual, and Avelino Furtado, a Single Individual (collectively "Guarantor"). Tenant acknowledges that Landlord would not have executed this Lease with Tenant unless Guarantor agreed to execute the Guarantee. Landlord and Tenant further agree that in the event Landlord, in its reasonable judgment, determines at any time that Guarantor's credit worthiness, economic strength, or financial status falls below an acceptable level, or if Guarantor breaches or otherwise repudiates its obligations under the Guarantee, or if any bankruptcy or other similar proceeding is filed by or against Guarantor and not dismissed within sixty (60) days thereafter, or if Guarantor is an individual and Guarantor dies or becomes incompetent, then Landlord may, updn written demand to Tenant, require Tenant within thirty (30) days thereafter to deliver to Landlord alternative or additional security in a form and substance reasonably satisfactory to Landlord so that Landlord will not be deprived of adequate assurance of Tenant's financial ability to comply with its obligations imposed by Lease. Failure to submit timely such alternative or additional security shall be deemed an Event of Default. Section 18.21 Notice to Mortaaoee• Performance of Landlord's Obligations. If Landlord or Mortgagee forwards to Tenant written notice of the existence of a Mortgage, then Tenant shalt, so long as the Mortgage is outstanding, be required to give to Mortgagee the same notice and opportunity to correct any default as is required to be given to Landlord under this Lease, but Tenant may issue its notice of default to Landlord and Mortgagee concurrently. Tenant shall accept performance of any of Landlord's obligations hereunder by Mortgagee. Section 18.22 Unavoidable Delavs. In the event that Landlord, Agent, or Tenant shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, inability to procure labor or materials, failure of power, restrictive governmental laws or regulations, pandemic or viral/bacteriological outbreak, riots, insurrection, war (whether actual or threatened), lack of access to the Shopping Center or Premises due to evacuation or temporary closure (including evacuation or temporary closure of the Shopping Center or Premises by Landlord, govsmment, or police order due to a perceived, threatened, or actual unsafe condition as determined by Landlord, government, or police), damage or governmental order, fire or other casualty or other reason of a similar or dissimilar nature beyond the reasonable control of the party delayed in performing work or doing acts required under the terms of this lease (an "Unavoidable Delay"), then performance of such act, but not Tenant's obligation to pay Rent, shall be excused for the penod of the Unavoidable Delay. The occurrence of an Unavoidable Delay shall not operate to excuse Tenant from completing construction of the Premises within timeframe set forth in Article 2 of this Lease unless Tenant gives written notice to Landlord of the nature and claimed number of days of the Unavoidable Delay within ten (10) days of its occurrence, and Landlord, upon its reasonable satisfaction, shall extend the period of time for Tenant's Work equivalent to the number of days of actual delay. After the Rent Commencement Date, an Unavoidable Delay shall not excuse Tenant from the timely payment of Rent and other sums due by Tenant under this Lease, and such Unavoidable Delay shall not extend the Term. Delays or failures to perform resulting from lack of funds or the unavailability of a particular contractor or personnel shall not be deemed Unavoidable Delays. Section 18.23 Prior Lease. Intentionally Deleted. Section 18.24 Anti-Terrorism Law. (a) Tenant represents and warrants to Landlord as follows: (i) neither Tenant, its constituents or affiliates nor any of their respective agents (collectively, the "Tenant Parties") are in violation of any law relating to terorism or money laundering including, but not limited to, Executive Order No. 13224 on Terrorist Financing, the U.S. Bank Secrecy Act, as amended by the Patriot Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act and all regulations promulgated thereunder, all as amended from time to time (collectively, "Anti-Terrorism Law"); (ii) no action, proceeding, investigation, charge, claim, report, or notice has been filed, commenced, or threatened against any of the Tenant Parties alleging any violation of any Anti-Terrorism Law; (iii) none of the Tenant Parties has, after due inquiry, knowledge of any fact, event, circumstance, situation or condition which could reasonably be expected to result in any action, proceeding, investigation, charge, claim, report, notice or penalty being filed, commenced, threatened or imposed against any of them relating to any violation of or failure to comply with any Anti- Terrorism Law; (iv) none of the Tenant Parties is a "Prohibited Person". A Prohibited Person means any of the following: a. a person or entity that is "specially designated" on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control or which is owned, controlled by or acting for or on behalf of any such person or entity; b. a person or entity with whom Landlord is prohibited from dealing by any Anti-Terrorism Law; or c. a person or entity that commits, threatens, or conspires to commit or supports "terrorism" (as defined in any Anti-Terrorism law). (v) none of the Tenant Parties: a. conducts any business or transactions or makes or receives any contribution of funds, goods, or services in violation of any Anti-Terrorism Law; or PassageOfl ndia-Capi talCity-F inalFinal February 10, 2012 \ MortonIJTF 34 b. Engages in or conspires to engage in any transaction that evades or avoids, has the purpose of evading or avoiding or attempts to violate any of the prohibitions of any Anti- Terrorism Law. (b) Tenant covenants that it shall not: (i) conduct any business or transaction or make or receive any contribution of funds, goods, or services in violation of any Anti-Terrorism Law; or (ii) engage in or conspire to engage in any transaction that evades or avoids, has the purpose of evading or avoiding or attempts to violate any of the prohibitions of any Anti-Terrorism Law. (c) Tenant agrees to promptly deliver to Landlord (but in any event within ten (10) days of Landlord's mitten request) any certification or other evidence requested from time to time by Landlord, in its reasonable discretion, confirming Tenant's compliance with the foregoing requirements. Section 18.25 Waiver of Jurv Trial. Landlord and Tenant hereby waive all right to a trial by jury in any litigation related to this Lease including any mandatory counterclaim or cross claim. Section 18.26 Confidentiality. It is agreed and understood that Tenant may acknowledge only the existence of this Lease by and between Landlord and Tenant and that Tenant may not disclose any of the terms and provisions contained in this Lease to any tenant or other occupant in the Shopping Center or to any agent, employee, subtenant, or assignee of such tenant or occupant. Tenant acknowledges that any breach by Tenant of the agreements set forth in this Section shall cause Landlord irreparable harm. The terms and provisions of this Section shalt survive the termination of this Lease (whether by lapse of time or otherwise). Section 18.27 Entire Agreement. (a) This Lease sets forth all of the covenants, promises, agreements, conditions, and understandings between Landlord and Tenant concerning the Premises and the Shopping Center. All prior communications, negotiations, arrangements, letters of intent, brochures, representations, promises, warranties, agreements, and understandings, whether oral or written, between the parties hereto and their representatives, are merged herein and extinguished, and this Lease supersedes and cancels the same. Except as otherwise provided herein, 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 alteration, amendment, change, or addition is to be enforced. (b) Tenant hereby acknowledges that (i) this Lease contains no restrictive covenants or exclusives in favor of Tenant; (ii} this Lease shall not be deemed or interpreted to contain, by implication or otherwise, any warcanty, representation, or agreement on the part of Landlord that any department store, major tenant, or regional or national chain store or any other merchant shall open for business or occupy or continue to occupy any premises in or adjoining the Shopping Center during the Term or any part thereof, or that Tenant shall generate a certain amount of Gross Sales, or that any reimbursable amount payable by Tenant shall be any specific amount; and Tenant hereby expressly waives all claims with respect to the foregoing and acknowledges that Tenant is not retying on any such warranty, representation, or agreement by Landlord as a matter of inducement in entering into this Lease, as condition of this Lease, or as a covenant by Landlord. Section 18.28 Submission of Lease to Tenant. THE SUBMISSION BY LANDLORD TO TENANT OF THIS LEASE SHALL HAVE NO BINDING FORCE OR EFFECT, SHALL NOT CONSTITUTE AN OPTION FOR LEASING OF THE PREMISES, AND SHALL NOT CONFER ANY RIGHTS OR IMPOSE ANY OBLIGATIONS UPON EITHER PARTY UNTIL THE EXECUTION BY LANDLORD AND THE DELIVERY OF AN EXECUTED ORIGINAL COPY TO TENANT OR ITS REPRESENTATIVE. Section 18.29 Acknowledgement. THE UNDERSIGNED ACKNOWLEDGES THAT IT FULLY UNDERSTANDS THE CONFESSIONS OF JUDGMENT CONTAINED IN SECTION 16.02 AND THAT THE LANDLORD-TENANT RELATIONSHIP CREATED BY THIS LEASE IS COMMERCIAL IN NATURE. TENANT WAIVES ANY RIGHT TO A HEARING WHICH OTHERWISE WOULD BE A CONDITION TO LANDLORD OBTAINING THE JUDGMENTS AUTHORIZED BY SUCH SECTIONS AND AGREES THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT LANDLORD MAY OBTAIN A JUDGMENT AGAINST TENANT WITHOUT FURTHER PRIOR NOTICE TO TENANT, AND LANDLORD MAY THEREAFTER GARNISH OR ATTACH AND PLACE A LIEN ON TENANT'S ASSETS OR PROPERTY WITHOUT PRIOR NOTICE OR OPPORTUNITY FORA HEARING. TENANT HAS CONSULTED WITH AN ATTORNEY REGARDING THE RIGHTS BEING WAIVED HEREUNDER, HAS BEEN FULLY ADVISED OF THOSE RIGHTS, AND KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVES SUCH RIGHTS; OR TENANT HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY AND KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY P assageOflndia-CapitalC ity-F inalFinal February 10, 2012 \ MortonlJTF 35 WAIVES THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY REGARDING THE WAIVER OF THESE RIGHTS AND NONETHELESS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY WAIVES SUCH RIGHTS. IN WITNESS WHEREOF, Landlord and Tenant, personally or by their duly authorized agents, have executed this Lease as of the date first above written. LANDLORD: PREIT SERVICES, LLC, Agent fofP~2~PITAL CITY LIMITED PARTNERSHIP BY: TENANT: VISHNUDAS, LLC Witness: By: ~, s r„~.~ Its Managing ber ~ r ~ (~( Print Name: J , ~r`~ \, - P as sageOfl ndia-CapitalCity-FinalF final February 10, 2012 ~ Morton/JTF 36 ~~,~ V vs'RO ~~ ..~ c `~ ~~ , _~ -r `P r~---------~7 ~~ ~., ~~- _. E.A. 0 ~---.----- -J-~ t ros orawrng is weyianunma. o,cco a„~ ..,,,, „ ,. ~... approximate and subject to revision. The demising walls and/or lease 6ne may not currently exist as shown. Further, landlord does not represent that any tenant/occupant whose name appears on this Exhibit "A" is now occupying or will continue to ocwpy any portion of the Shopping Cenfer a that Landlord owns all of the land and improvements shown on this Exhibit "A". Landbrd hereby reserves the right, at any time and from time to Gme, to alter or otherwise modify the locations and/or dimensions of all buildings, parking areas, service areas, roads, •- entrances, exits, malls and other facilities shown on this Exhibit "A', to place in the malls, courts, corridors anti other Common Areas of the Shopping Center, landscaping, decorative items, and slruGures, and areas for retails sales and promotional activities, and to construct, lease, operate and maintain buildings, struUures, and other facilities not shown on this Exhibit "A", provided, however, that Landlord does not violate any rights expressly reserved to Tenant in this Lease. T~ L A -_ ~I.4.111.1 ~i I ~ ~ 1~-- f I r I i VIII.. ~I DTI II` Li'ii'i1gII~' ~11I~..~il~_~~III~! a N Ll.. W Q Q ~_ m I.IJ P~ d =PERMISSIBLE BUILDING AREA E.A. =EXCLUDED AREA .[7 ~ ~ ~ ] r1,c rm„ry,.a„~. kf+~ Eua,a ~n.ismn, r,,,s, 1' AI ~/~ CAPITAL CITY MALL caMV M0.L. PEwdYLVMIN Q w _ approximate and subject to revision. The demising walls and/or lease line may not currently exist as shown. Further, Landlord does not represent that any tenanUoccupant whose name appears on this Exhibit `A" is now occupying or will continue to Space No. FC-2 occupy any portion of the Shopping Center or that Landlord owns all of the land and improvements shown on This Exhibit "A'. landlord hereby reserves the right, at any time and from time to time, to alter or otherwise modify the locations and7or dimensions of all buildings, parking areas, service areas, roads, entrances, exits, malls and other facilities shown on this Exhibit "A', to place in the malls, couAs, corridors and other Common Areas of the Shopping Center, landscaping, decorative items, and structures, and areas for retails sales and promotional aUivities, and to construct, lease, operate and maintain buildings, structures, and other fadFlies not shown on this ___ Exhibit "A", provided, however, That Landlord does not violate any rights expressly reserved to Tenant in this Lease. _ ~ ~ ~- - N Wi O N © W MACY'S r Q w a ~ ® ~ ® ® ® ® ® t~ ® ® Z - - _ w Q ~ U ~_ ~ m ® _ -- ~ W ® - K =KIOSK " ~ ~ Ttic Penmyl.•~no RW [ we (nvnvmcm Tryn Q ~ ~ CAPITAL CITY MAIL CM/P WIL. PENNSYLVMIU, an. v..iru n..w EXHIBIT B: UTILITIES Section 6.01 of the Lease provides for the inclusion of this Exhibit as the basis for the determination of ~Rilities used by Tenant in the Premises and the monthly payment therefor. (a) Electricity. Landlord will provide, or cause to be provided at points in or near the Premises facil~es to supply electricity to the Premises. Tenant agrees to purchase and pay for such electricity service, as Additional! Rent, every month in the Term; provided that Tenant shall not be obligated to pay to Landlord an amount in excess of the amount which Tenant would otherwise be obligated to pay if Tenant were served directly by the incumbent publiclutility, municipality andlor governmental body or authority supplying such utility. Landlord reserves the right from time to time to designate an alternative electric generation supplier to serve the Shopping Center and the Premises, and Landlorab shall have the right from time to time to change the identity of such supplier as Landlord deems appropriate. To the' xtent Landlord receives elecUic service from an alternative electric generation supplier, Landlord's charges to Tenant for ~lectric service shall not in any event be below Landlord's actual cost to provide such service to Tenant. Landlord reservJes the right to collect an additional administrative charge not to exceed fifteen percent (t5%) of Tenant's electricity charge described above. Such administrative charge shall be subject to an increase of up to three percent (3%) per Leasd Year. Tenant shall also be responsible for any taxes, surcharges, impositions, penalties and other additional charges attributable to the utility service being supplied, provided that such taxes, surcharges, impositions and other charges are required by law to be collected from Tenant or are paid by Landlord to its supplier of the utility service in question. (b) Other Utilities. In the event Landlord shall provide gas, sprinkler or water and sewer service jto the Premises, Tenant covenants and agrees to pay the gas, sprinkler or water and sewer charge (both minimum and otherwise) and any other tax, rent, levy, connection fee or meter or other charge which now or hereafter is assessed, imposed or may become a lien upon the Premises, or the Shopping Center, pursuant to law, order or regulation m'~de or based in connection with the use, consumption, maintenance or supply of gas, sprinkler or water and sewage, or a gas, sprinkler or water or sewerage connection or system. Tenant shall pay al{ charges for services used by it and suppiipd by Landlord, a public utility or public authority, or any other person, firm or corporation. Tenant shall pay the fixed amounts shown in Section 1.01(g) of the lease, or if not specifically set forth, at rates determined by Landlord from time to time, which shall not exceed the rate charged by the local utility for similar service. (c) Meter. In the event the Premises does not presently contain an electric or other utility meter, Landlord may install such meter or at Landlord's request Tenant shall, within forty-five (45) days after receipt of such request,'at its sole cost and expense, install a meter of a type and at a location approved in advance by Landlord. PassageOFl ndia-CapitalCity-Final F final February 10, 2012 \ Morton/JTF 39 -- - -- _ - , - EXHIBIT C: HEATING, VENTILATING, AND AIR-CONDITIONING Section 6.01 of the lease provides for the inclusion of this Exhibit as the basis for the determination of HEATING, VENTILATING, AND AIR-CONDITIONING ("HVAC," as defined, may include any or all elements of heating, ventilating ' and/or air-conditioning) used by Tenant in the Premises and the monthly payment therefor. Landlord shall not supply HVAC to the Premises and Tenant shall use the existing HVAC unit in the Premises, or install a new unit if none exists. Landlord, in its sole discretion, shall have the right, from time to time, to alter the HVAC systems and equipment serving the Shopping Center or any part thereof, including the Premises, and Tenant agrees to execute and deliver to Landlord such documentation as may be required to effect such alteration. Tenant shall not at any time overburden or exceed the capacity of the HVAC systems and equipment serving the Premises. If Tenant desires or if Landlord deems necessary installation of any additional equipment or revision df the design of the existing equipment because of internal loading causing the temperature in the Premises to exceed the temperature in the Common Areas or other tenant spaces, such installation of additional equipment or revisions of design shall be subject to Landlord's prior approval of Tenant's plans and specifications and shall be at Tenant's sole colt and expense. If Landlord approves such additional equipment or revised design and;or if Landlord provides such add9tional equipment or revised design, Tenant agrees to pay Landlord, on demand, the cost for providing such additional equipment or revised design. Tenant shall operate its heating and air conditioning so that the occupied space temperature of the Premiss will be the same as that in the adjoining mall, and so that the non-occupied spacra temperature of the Premises ~lvill be sufficient to insure adequate freeze protection of domestic water and sprinkler systems when necessary. Tenank shall operate ventilation so that the relative air pressure in the Premises will be slightly less than in the adjoining mall as required by Landlord. PassageOfl nd is-CapitalCity-Final Final February 10, 2012 \ MortonlJTF 40 EXHIBIT D: GUARANTEE OF LEASE THIS GUARANTEE made this 1"r' -day of m~~r , 2012, by AJIT R.SMITH and MANISHA SMITH Husband and Wife, jointly and severally, having and address at 5114 Maple Leaf Court, Mechanicsburg, PA 17055, LEENA SHENOY, a Single Individual, having an address at 611 Shower Street, Harrisburg, PA 17104, and AV~LINO FURTADO, a Single Individual, having an address at 110 Hiddenwood Drive Harrisburg, PA 17110 (collectively, "Guarantor") in favor of PR CAPITAL CITY LIMITED PARTNERSHIP, having an address at c/o PREIT Services', LLC, 200 South Broad Street, 3r° Floor, Philadelphia, PA 19102 ("Landlord"). Background On the ~~day of m1~CN , 2012, Landlord entered into an Agreement of Lease (hereinafter, together with all prior amendments thereto are collectively referred to as the "Lease") with VISHNUDAS, LLC ('Tenant") for certain premises in the Capital City Mall, as more particularly described in the Lease (the "Premises"). Landlord would no4 have entered into the Lease unless Guarantor had agreed to guarantee to Landlord all obligations of Tenant pursuant to the Lease. i NOW, THEREFORE, in consideration of the execution of the Lease and other good and valuable considerations, and intending to be legally bound, the undersigned hereby absolutely unconditionally and irrevocably becomes surety to Landlord, its successors, endorsees or assigns, for the full, faithful and punctual performance of each and all of the terms, covenants, agreements and conditions of the lease to be kept and performed by Tenant, in'accordance with and within the time prescribed by the Lease, whether at maturity or by declaration, acceleration or otherwise, as well as other liabilities now or hereafter contracted by Tenant to Landlord, together with costs and expenses of collection incurred by Landlord, including, without limitation, reasonable attorney's fees incurred by Landlord in connection with any iof the foregoing (hereinafter referred to as the "Liabilities"). The undersigned further agrees as follows: 1. The liability of the undersigned under this Guarantee shall be primary under any right of action which shall accrue to Landlord under the Lease, and Landlord may, at its option, proceed initially and directly against the undersigned without having to commence any action or having obtained any judgment against Tenant. Guarantor hereby acknowledges that this Guarantee is an absolute, irrevocable and unconditional guaranty of payment and performance and not merely of collection. Landlord may join the undersigned in any action or proceeding against Tenant. 2. The undersigned waives (a) all notices, including but not limited to (i) notice of acceptance of this Guarantee; (ii) notice of presentment, demand for payment, or default by Tenant; (b) all defenses, offsets and counterclaims which the undersigned may at any time have jointly or severally to any of the Liabilities; (c) trial by jury and the right thereto in any proceeding of any kind, whether arising on or out of, under or by reason of this Guarantee, or any other agreement or transaction between the undersigned, Landlord and/or Tenant; and (d) all notices of a financial condition or of any adverse or other change in the financial condition of Tenant. 3. Landlord shall have the right from time to time, and at any time in its sole discretion, without notice to or consent from the undersigned, or without affecting, impairing, or discharging, in whole or in part, the liabilities of the undersigned hereunder, to modffy, change, extend, alter, amend, or supplement, in any respect whatever, the Lease or any agreement or transaction between Landlord and Tenant or between Landlord and any other party liable for the Liabilities, or any portion or provision thereof; to grant extensions of time and other indulgence of any kind to Tenant; to compromise, release, substitute, exercise, enforce or fail or refuse to exercise or enforce any claims, rights, or remedies of any kind which Landlord may have at any time against Tenant or any other party liable for the Liabilities, or any thereof, or with respect to any security of any kind held by Landlord at any time under any agreement or otherwise. Nor shall the Liabilities of the undersigned be affected, impaired or discharged, in whole or in part, by reason of any action whatsoever taken by Landlord including, without limitation, sale, lease, disposition, liquidation or other realization (which may be negligent, willful or otherwise with respect to any security in which Landlord may at any time have any interest or against any other party liable for all or any part of the Liabilities). 4. This Guarantee shall be a continuing guarantee and the liability of Guarantor hereunder shall in no way be affected, modified, diminished, impaired or terminated by reason of any of the following, whether or not notice thereof is given to Guarantor: (i) any subletting of all or any portion of the Premises or any assignment or other transfer of Tenant's interest in the Lease, (ii) any consent, approval, waiver or other action, inaction or omission under or concerning the Lease, (iii) any modifications, renewals, extensions or amendments of the Lease, (iv) any dealings or transactions or matter or thing occurring between Landlord and Tenant, or any of them, (v) any bankruptcy, insolvency, reorgariization, arrangement, assignment for the benefit of creditors, receivership or trusteeship affecting Tenant or its successors or assigns, (vi) the release or discharge of Tenant from the performance or observance of any of the terms, covenants or conditions contained in the Lease pursuant to the terms thereof, by operation of law, by reason of any of the events described in Paragraph (v) above, or otherwise, (vii) any change in relationship between Guarantor and Tenant, (viii) the default or failure of Guarantor to perform any of its obligations set forth in this Guarantee, (ix) any action which Landlord may take or fail to take against Tenant by reason of any waiver of, or failure to enforce, any of the rights or remedies reserved to Landlord in the Lease, or otherwise, (x) any failure or refusal of Landlord to re-let the Premises or any part or parts thereof in the event that Landlord shall obtain possession of the Premises after Tenant's insolvency or default, (xi) any failure to collect rent thereof under any such retelling, and (xii) any other circumstance or condition that may result in a discharge, limitation or reduction of liability of a surety or guarantor. 5. If Landlord shall be obligated by any bankruptcy, insolvency or other legal proceedings to repay to Guarantor or to Tenant, or to any trustee, receiver or other representative of either of them, any amounts previously paid by Guarantor pursuant to this Guarantee, this Guarantee shall be deemed reinstated to the extent of that repayment made by Landlord. Landlord shall not be required to litigate or otherwise dispute its obligation to make such repayments if, in good faith and on the advice of counsel, Landlord believes that such obligation exists. PassageOfl ndia-CapitalCity-FinalFinal February 10, 2012 \ Morton/JTF 41 6. GUARANTOR COVENANTS AND AGREES THAT IF THERE IS A DEFAULT BY TENANT UNDER THE LEASE, THEN GUARANTOR HEREBY EMPOWERS ANY PROTHONOTARY, CLERK OF COURT OR ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR GUARANTOR IN ANY AND ALL ACTIONS WHICH MAY BE BROUGHT FOR ANY LIABILITIES, OR ANY CHARGES HEREBY RESERVED OR DESIGNATED AS LIABILITIES OR ANY OTHER SUM PAYABLE BY GUARANTOR TO LANDLORD UNDER OR BY REASON OF THIS GUARANTEE, AND TO SIGN FOR GUARANTOR AN AGREEMENT FOR ENTERING IN ANY COMPETENT COURT AN ACTION OR ACTIONS FOR THE RECOVERY OF SAID LIABILITIES, CHARGES AND OTHER SUMS, AND IN SAID SUIT OR IN SAID ACTION OR ACTIONS TO CONFESS JUDGMENT AGAINST GUARANTOR FOR ALL OR ANY PART OF THE LIABILITIES SPECIFIED IN THIS GUARANTEE AND THEN UNPAID INCLUDING, AT LANDLORD'S OPTION, THE LIABILITIES FOR THE ENTIRE UNEXPIRED BALANCE OF THE TERM OF THE LEASE, AND ALL OR ANY PART OF ANY OTHER OF SAID CHARGES OR SUMS, AND FOR INTEREST AND COSTS TOGETHER WITH REASONABLE ATTORNEY'S FEES OF 5%. SUCH AUTHORITY SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME AS OFTEN AS ANY OF SAID LIABILITIES OR SUCH OTHER SUMS, CHARGES, PAYMENTS, COSTS AND EXPENSES SHALL FALL DUE OR BE IN ARREARS, AND SUCH POWERS MAY BE EXERCISED AS WELL AFTER THE EXPIRATION OF THE TERM OR DURING ANY EXTENSION OR RENEWAL OF THE LEASE. In any action to confess judgment for Liabilities in arrears, Landlord shall first cause to be filed in such action an affidavit made by It or someone acting for it setting forth the facts necessary to authorize the entry of judgment, of which facts such affidavit shall be conclusive evidence, and if a true copy of this Guarantee (and of the truth of the copy such affidavit shall b sufficient evidence) be filed in such action, it shall not be necessary to file the original as a warranr of attorney, any ru of Court, custom or practi a to the contrary notwithstanding. (INITIAL). (INITIAL) ~_ (INITIAL) GUARANTOR WAIVER. GUARANT CIFICALLY AC LEDGES THAT GUARANTOR HAS VOLUNTARILY, KNOWINGLY AND INTELLI TLY WAIVED CERTAIN DUE PROCESS RIGHTS TO A PREJUDGMENT HEARING BY AGREEING TO THE TERMS OF THE FOREGOING PARAGRAPHS REGARDING CONFESSION OF JUDGMENT. GUARANTOR FURTHER SPECIFICALLY AGREES THAT IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE REMEDIES INCLUDING OBTAINING A MONEY JUDGMENT FOR PAST DUE AND ACCELERATED LIABILITIES AND EXECUTING UPON SUCH JUDGMENT. FURTHERMORE, GUARANTOR SPECIFICALLY WAIVES ANY CLAIM AGAINST LANDLORD AND LANDLORD'S COUNSEL FOR VIOLATION OF GUARANTOR'S CONSTITUTIONAL RIGHTS IN THE EVENT THAT JUDGMENT IS CONFESSED PURSUANT TO THIS GUARANTEE. 7. If Landlord shall employ counsel to enforce Guarantor's obligations under this Guarantee or any part thereof, Guarantor agrees to pay on demand all of Landlord's costs in connection therewith, whether suit be brought or not, including, without limitation, reasonable attorney's fees and disbursements. 8. The undersigned and each of them agree and consent to the exclusive jurisdiction as set forth in the Lease in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. The undersigned waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding brought in any such court, any claim that Guarantor is not subject personally to the jurisdiction of such courts, that Guarantor's property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Guarantee or the subject matter hereof may not be enforced in or by such court, and further agrees to waive, to the fullest extent permitted under applicable law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which Landlord or its successors or assigns are entitled pursuant to the final judgment of any court having jurisdiction. 9. Guarantor hereby consents to service of process by certified or registered mail at Guarantor's address as provided in Section 15 below or in any other manner permitted by law. Guarantor agrees that service in the foregoing manner shall be deemed, in every respect, effective service of process upon Guarantor and be taken and held to be valid personal service upon, and personal delivery to, Guarantor. Guarantor agrees that Guarantor's submission to jurisdiction and consent to service of process by mail is made for the express benefit of Tenant. 10. The waiver of any right by Landlord or failure to exercise promptly any right shall not be construed as the waiver of any other right to exercise the same at any time thereafter. All rights and remedies of Landlord are cumulative and not alternative. If any part hereof is determined to be illegal or unenforceable, such part shall be deemed stricken (or reformed as necessary to eliminate such illegal or unenforceable part but no further) and the remainder hereof shall be unaffected and shall remain in full force and effect. If this Guarantee in its entirety shall be held ineffective or unenforceable by any court of competent jurisdiction then the undersigned shall be deemed to be a tenant under the lease with the same force and effect as if the undersigned had executed the Lease as Tenant or were named as a joint tenant therein and were jointly and severally liable with Tenant thereunder. This Guarantee shall be a continuing guarantee and security agreement and shall continue and remain in full force and effect until all of the Liabilities have been completely and satisfactorily performed or otherwise discharged by Tenant; the undersigned shall not in any way be released of its obligation to Landlord under this Guarantee so long as any claim of Landlord against Tenant is not satisfied, settled or discharged in full. This Guarantee shall survive the expiration of the term of the Lease. t 1. Guarantor represents and warrants to Landlord that: (A) Guarantor has full power, authority and legal right to cause this Guarantee to be signed and delivered, and to perform and observe the provisions of this Guarantee, including, without limitation, the payment of all moneys hereunder, (B) This Guarantee constitutes the legal, valid and binding obligation of Guarantor, and is enforceable in accordance with its terms, except as such enforceability may be limited by reason of (i) any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws, ordinances, rules or regulations affecting the enforcement of creditors' rights generally, or (ii) general principles of equity. (C) (i) Guarantor, as of the date hereof, is not in violation of any decree, ruling, judgment, order or PassageOflndia-CapitalCity-FinalFinal February 10, 2012 \ Morton/JTF 42 injunction applicable to it nor any law, ordinance, rule a regulation of whatever nature, nor (ii) are there any actions, proceedings or investigations pending or threatened against or affecting Guarantor (or any basis therefor known to Guarantor) before or by any court, arbitrator, administrative agency or other governments! authority or entity, any of which under (i) or (ii) above, if adversely decided, would materially or adversely affect Guarantor's ability to carry out any of the terms, covenants and conditions of this Guarantee. (D) Neither the execution and delivery of this Guarantee, nor the consummation of the transactions herein contemplated, nor compliance with the terms and provisions hereof, conflict or will conflict with of t~sult in a breach of any of thw teFr-~s, Cortdil'inr-s a provlit~orrs of arty order, gait, injunction a decree of any cart ar govertnnllerMa! auAtwrity or of any agreement or instrument to which Guarantor is a party or by which Guarant'ar ~ bound, or constitute or wiiT constitute a default thereunder. 12. Landlord may, without notice, assign this Guarantee in whole or in part. No assignment or transfer of the Lease or subletting of the Premises shall alter, extinguish or diminish the liability of the undersigned hereunder. 13. (A) The liability of the undersigned shall be joint and several, shall bind the respective heirs, executors, administrators and personal representatives of the undersigned and shall inure !n the benefit of Landlord, its successors and assigns. (B) No delay on the part of Landlord in exercising any right, power or privilege under this Guarantee, nor any failure to exercise the same, shall operate as a waiver of, or otherwise affect.:my right, power or privilege of Landlord under this Guarantee, nor shall any single or partial exercise thereof preclude the f~ irther exercise of such, or the exercise of any other, right, power or privilege of Landlord under this Guarantee. (C) Neither any waiver or modification of any provision of this r',uar~rntee, nor any termination of this Guarantee, shall be effective unless in writing and signed by the party aga~~~st which the waiver, modification or termination is sought to be enforced, nor shall any waiver be applicable except in the specific instance of which it is given. (D) The validity and enforcement of the Guarantee shall be gove::,ed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to prina;~~•~s of conflicts of law end such laws shall apply in any action or proceeding arising out of or under this Guarantee. (E) All remedies afforded to Landlord by reason of this Guarantee are separate and a,rnulative remedies, and it is agreed that no one remedy, whether exercised by Landlord or not, shall be deeme~! to be n. exclusion of any other remedy available to Landlord and shall not limit or prejudice any other legal or equit~:r,le remedy which Landlord may have. (F) If any provision of this Guarantee or the application thereof to any person o+ circumstance r III to any extent be held void, unenforceable or invalid, then the remainder of this Guarantee or the application of such p; uvision to persons or circumstances other than those as to which it is held void, unenforceable or invalid, shall not be affected thereby and each provision of this Guarantee shall be valid and enforceable to the fullest extent permitted by law. 14. Within fifteen (15) days after written request from Landlord, the undersigned shall deliver to Landlord or its designee, an estoppel certificate in form satisfactory to Landlord and the undersigned executed by the undersigned confirming that this Agreement remains in full force and effect in accordance with its terms and ratifying the undersigned's obligations hereunder. 15. All notices, demands, requests, consents, approvals or other communications (collectively, "Notlces") desired or required to be given under this Guarantee shall be in writing, and, any law or statute to the contrary notwithstanding, shall be effective for any purpose if sent by recognized overnight courier, prepaid, addressed as follows: If to Guarantor, to it at: Ajit R. Smith and Manisha Smith Leena Shenoy Avelino Furtado 5114 Maple Leaf Court 611 Shower Street 110 Hiddenwood Drive Mechanicsburg, PA 17055 Harrisburg, PA 17104 Harrisburg, PA 17110 If to Landlord, to it at: PREIT SERVICES, LLC The Bellevue, Third Floor 200 South Broad Street Philadelphia, PA 19102 Attention: General Counsel All Notices shall be deemed given or served on the date on which such Notice has been received. Any party to this Guarantee may change the address to which Notices shall be delivered to it and its representatives by notice in accordance with this Section 15. Pa ssageOflndia-C apital C try-F inalF final February 10, 2012 1 Morton/JTF 43 IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be executed as of the day and year first above written. GUARANTOR AJIT R. SMITH AN MANIS A SMITH, Husband and Wife Witness: • 5 r.~ AJ Witness: ~L SM • MANISHA SMITH LEENA SHENOY, Single Individual Witness: GL~L AVELI FU A O, Single Individual Witness: PassageOfl ndia-C apitaiCity-F ina I Final February 10, 2012 1 MortonIJTF 44 EXHIBIT E: LANDLORD'S DELIVERY CONDITIONS Intentionally Deleted. PassageOflndia-CapitalCiiy-FinalFinal 45 February t0, 212 \ Morton/JTF EXHIBIT F: TENANT'S WORK The Premises is delivered to Tenant in "as-is" condition in accordance with Exhibit "E". Tenant is required to construct a new store identity including a new storefront, signage, interior finishes, lighting and fixtures in all areas accessible to the public. The reuse of existing leasehold improvements in the construction of the store is permitted, as appropriate. Alf existing systems and finishes to be reused must be repaired or refurbished to "like-new" condition. All construction shall be in compliance with Landlord's Tenant Design Criteria and all applicable governmental regulations and is subject to Landlord's approval of Tenant's Plans. PassageOfl nd is-C apitalCity-FinalFinal February 10, 202 \ Morton/JTF 46 EXHIBIT G: FOOD COURT CLUSTER TENANT EXHIBIT This FOOD COURT TENANT EXHIBIT (the "FC Exhibit") is annexed to and made a part of the Shopping Center Lease (the "Lease") by and between PR CAPITAL CITY LIMITED PARTNERSHIP, as Landlord, and VISHNUDAS, LLC, as Tenant for those Premises designated currently by Landlord as Tenant Unit Number FC-2 (the "Premises") in Capital City Mali and is executed of even date with the said Lease. In the event a conflict arises between the provisions of this FC Exhibit and any other part of the Lease, the provisions of this FC Exhibit shalt modify and supersede the conflicting provisions of such other part of the Lease'to the extent necessary to eliminate such conflict but not further. All terms which are defined in any other part of the Lease shalt have the same meaning when used herein. ARTICLE 1: THE FOOD COURT AREA Section 1.01: THE FOOD COURT AREA. The "Food Court Area" means and shall be the area specifically designed for small restaurant operations situated in the Shopping Center, including, without limitation the individual premises, as well as any seating area and the maintenance areas exclusively serving the Food Court Area. Section 1.02: FOOD COURT SEATING AREA. The "Food Court Seating Area" means and shall be the portion of the Common Areas which is made available by landlord for seating purposes and shall be for the non-exclusive use by customers and patrons of the Food Court Area. Landlord shall furnish and install equipment, floor covering, lighting fixtures, decorative and permanent fixtures, ceiling, tables, chairs, accessories and other property in the Food Court Seating Area. Landlord shall be the sole owner of said fixtures, equipment and property, and shall have the right to make changes from time to time in the size, shape or location or troth, of the Food Court Seating Area and in the number, type and style of any or all aspects of the facilities, equipment and other property therein. Section 1.03: CHANGES BY LANDLORD. As between Landlord and Tenant, Landlord shall at all times have the right and privilege of determining the nature and extent of the Food Court Area and of making such changes, rearrangements, additions, or reductions therein and thereto from time to time which in its opinion are deemed to be desirable and for the best interest of a significant number of the persons using the Food Court Area or which are made, pursuant to Article 8 of this Lease, as a result of any Governmental Requirements. Landlord shall not, however, change materially the dimensions of the Premises. ARTICLE 2: USE Section 2.01: USE. Tenant shall use the Premises solely for the preparation, sale and delivery of food to the public for "carry-out" or for consumption in the Food Court Seating Area. Tenant agrees to sell only those food items specifically enumerated in Section (I) of the Fundamental Lease Provisions (those food items hereinafter sometimes referred to as the "Menu") and to maintain the highest s(andards in quality, portions of servings, and preparation of such food items. Tenant agrees to offer for sale each of the enumerated food items on the Menu and any failure to sell any of the items on the Menu or any substitution for or addition to such Menu without Landlord's specific written approval shall be deemed an Event of Default pursuant to Section 18.01 of this Lease; and, in addition to any other rights or remedies pursuant to this Lease, Lardlord shall specifically have the right to terminate this Lease if Tenant violates this provision. Section 2.02: DISPOSABLE PRODUCTS. For the purpose of serving food and beverages to the public, Tenant agrees to use only disposable paper or other equally degradable goods and utensils, including, but not limited to, cups, wrap materials, plates, trays, boats, straws, bags, napkins, spoons, forks, knives, stir sticks and the like (collectively the "Disposables"). landlord shall have thei right to develop a uniform design for all such Disposables as may be required in the operation of the Food Court Area. All Disposables shall bear the name andlor logo of Tenant, or the uniform design developed by Landlord, if any. Tenant agrees, in ary event, to use only Disposables of the type, size, material and color approved by Landlord. Tenant shall not be required to purchase such Disposables from Landlord, but Landlord may, for the convenience of both parties, develop a local source of supply. Tenant shall at all times have the right to develop its own source of supply for such Disposables, provided only that the Disposables meet the requirements stated herein. Section 2.03: EMPLOYEE DRESS AND CONDUCT. Employees shall at all times be required to present a clean and well-groomed appearance and shall wear uniforms, the color and style of which are to be subject to Landlord's approval. Tenant may make such arrangement with employees as it deems appropriate regarding the purchase and maintenance of standard uniforms. However, Tenant shall require its standard uniform to be room by all employees at all times while on duty in the Premises. Landlord may, at any time, direct Tenant to require any employees not so attired to immediately conform to the requirements or leave the Premises. PassageOfl ndia-CapitalCity-FinalFinal February 10, 2012 1 Morton/JTF 47 ARTICLE 3: FOOD COURT OPERATING COSTS Section 3.01: FOOD COURT OPERATING COSTS As a tenant of the Food Court Area, Tenant agrees to pay and shall pay to Landlord, commencing on the Rent Commencement Date and each and every month and as Additional Rent thereafter throughout the Term, Tenant's share, as hereinafter set forth, of the "Food Court Operating Costs". The term "Food Court Operating Costs" means and shall be all sums incurred in a manner deemed by Landlord to be reasonable and appropriate and for the best interests of the Shopping Center in connection with the operation and maintenance of the Food Court Seating Area (as the same is reduced, expanded or otherwise altered from time to time) including, without limitation, the following: (a) the cost of operating, maintaining or repairing any HVAC equipment specifically installed to serve the Food Court Seating Area; (b) the cost of all insurance specifically required for the operation of the Food Court Seating Area (including, without limitation, insurance against fire and other casualties, bodily injury, personal injury, property damage, product liability, sign insurance and any other insurance required to be carried by Landlord for the Food Court Seating Area; (c) the cast of maintenance, repair and/or replacement of interior landscaping, decorating, lighting, lighting systems, electrical systems, plumbing systems, HVAC System and any other systems serving the Food Court Seating Area; (d) the cost of trash, rubbish and garbage removal service; (e) cost of sanitary control; (f) the cost of maintenance, repair and/or replacement of furniture and fixtures; (g) the cost of all supplies and equipment necessary properly to clean, operate or maintain the Food Court Seating Area; (h) the cost of all personnel required by Landlord satisfactorily to supervise, implement, maintain or operate the Food Court Seating Area in a high standard of cleanliness and efficiency; (i) the cost of any security personnel that may be required by Landlord specifically for the Food Court Seating Area; (j) amortization of the furniture, fixtures and equipment of the Food Court Seating Area; (k) the cost of any other item or personnel deemed by Landlord necessary to operate or maintain the Food Court Seating Area in a first class manner; and (I) Landlord's supervisory charge in an amount equal to fifteen percent (t5%} of the total aggregate cost of operating and maintaining the Food Court Seating Area, including, without limitation, those things listed hereinabove. Landlord may have heretofore elected to spread, and may hereafter elect to spread, the amount of certain items of the Food Court Operating Costs over such period of years as Landlord shall determine by amortizing them over such periods instead of including such amounts entirely in the year in which expended or incurred, in which event, the annual amortization amount shall be deemed to be an expense incurred during each year of the amortization period, notwithstanding that such expenses may have been expended or incurred prior to the execution hereof. Section 3.02: TENANT'S SHARE THE OF FOOD COURT OPERATING COSTS. Tenant's share of the Food Court Operating Costs shall per each Accounting Period of the Rent Term shall be the product obtaining by multiplying the Food Court Operating Costs for that Accounting Period by a fraction, the numerator of which shall be the GLA of the Premises and the denominator of which shall be the total GLA of the Food Court Area (to wit, the total GLA of all Food Court Area tenants only). Tenant understands and agrees that the Operating Costs set forth in Article 8 of the Lease does not include the Food Court Operating Costs and Tenant's oblgation to pay its share of the Food Court Operating Costs shall in no way reduce Tenant's obligation to pay Tenant's share of the Operating Costs as set forth in Article 8 of the Lease. Section 3.03: PAYMENT OF TENANT'S SHARE OF THE FOOD COURT OPERATING COSTS. (a) Tenant shall pay to Landlord, as Additional Rent, Tenant's share of the Food Court Operating Costs. Tenant shall pay Landlord, on the Rent Commencement Date and on the first day of each calendar month of the Rent Term thereafter, amounts estimated by Landlord to be Tenant's monthly share of the Food Court Operating Costs. Landlord may adjust any of said estimates at the end of any Accounting Period on the basis of Landlord's experience and reasonably anticipated costs. (b) Within ninety (90) days following the end of each Accounting Period, Landlord shall furnish to Tenant a statement covering such Accounting Period just expired, certified as correct by an independent public accountant or an authorized representative of Landlord, showing the Food Court Operating Costs and the amount of Tenant's share of the Food Court Operating Costs for such Accounting Period and the payments made by Tenant therefor with respect to such Accounting Period. If Tenant's aggregate monthly payments therefor with respect to such Accounting Period are greater than Tenant's share, Tenant shall receive a credit for the excess against monthly payments next becoming due to Landlord; if said payments are less than said share, Tenant shall pay to Landlord the difference within ten (10) days of demand by Landlord. (c) After Landlord has furnished its annual statement to Tenant pursuant to Section 3.03(b) hereof, Landlord shall make its records relating to Tenant's share of the Food Court Operating Costs for the immediately preceding Accounting Period available for Tenant's inspection within ten (10) days after receiving a written request from Tenant to inspect same provided Tenant has previousiy paid Landlord Tenant's share of the Food Court Operating Costs. (d) Tenant acknowledges and agrees that Tenant's share of the Food Court Operating Costs is in addition to not only Tenant's share of the Operating Costs but also Tenant's utility charges pursuant to Article 6 of the Lease, Tenant's Tax Charge pursuant to Article 5 of the Lease and all of the other charges set forth, without limitation, in the Lease. Pa ssageOfl ndia-CapitalC ity-FinalF ina I February t0, 2012 \ Morton/JTF 48 IN WITNESS WHEREOF, Landlord and Tenant have duly executed this FOOD COURT TENANT EXHIBIT as of even date with the Lease. LANDLORD: PREIT SERVICES, LLC, Agent for R C PITAL CITY LIMITED PARTNERSHIP BY: J F. CORADINO VISHNUDAS, LLC Witness: r By: S~ ~ I s anagi er Print Name: PassageOflndia-CapitalCity-FinalFinal 49 February 10, 2012 \ MortonlJTF EXHIBIT H: TENANT'S MENU Page 1 of 5 iNAB 61 RTANI ~.._.__.._..._..__...._-....___._.____-.__..__5)6.05 BASMAT'A;Cf COOK(D wITH VV'+61NADf LIUTf tLWOOV f XOTIC Hf 0.-S 6 SPKES TO-Pf O wITH DArtO TAOPIUI rPVl7. CHECKEN BIRYANI ,.__..___.._...._.__..___..~._~_.._.....~__...__. f Il9T .ONG GRAIN sgfftON MVOREO tASMATI RICE COOK(? wITH PIECES OF (HICkEN IN AN ARRAY Of MILD )PLCES TOPPED wITH ( ORI[O TROPIUIrRUlT7 fr VEGETAe(! pIRYANI _.~_____...__ .......~_._._~~_...___.__.~I1.9S GARDEN FrtISH vEGf TA/l[7 ANO SAYE20N FVAVORCO /ASMATI DICE COOKED Wli~ SPIC[S AND DAZED TROPICAL [KNITS. SHRIMP t10.7ANf _.__. ................_._...__.__.,._,~_„„„_,__.__.._fiS.9T SH 41MP qND pASMAii RICE COOK(01N A /LEND Of iRESH H(Rl7. tDICfS AND DRIfD'ROPIUI. F'tVlTS. PASSAGE -IAYANI _........~...---__._.,_._..___.~__..._.___..._....S1S9S SVDF0. COMtINATION OE LAME. CHKKFN. SHRIMP AND VEGETABLES COOKf D WITH /ASMATI 0.1C [. CKf F'S SP EC IAI SI;CES. MI0.B5 ANO DRIED TROTUI fRV1T5 staVEJ IN/Mq~Sf gIED ROY. •C! ROTI _.__.~......._._...___._.._.__..._._.__... _...__ ._ ..____....__..5200 uv:EAVFN(O INDIAN pRNC MAO[ w174 WHOIf w~fAT NMN_ ..._..._.__.._..._-__...._~_.___..-._._.. _-.52.00 INDIAN IM1fAD Or fV'D(0.fINf WHIT[ ilOUR. MVt~i NY(/FD UNLEAVENED WHOLE wH(gT BREAD )UMDO PV RI _ _..._._.._..... ~-..._._........ _...M_....._..__.._..-_«...._ ..__5150 V NII/SVfNfD WHOIf WHAT PUfiFO 9REA0. DC[0 SRIfD IN vfGt'MlE On ONION KURCNA _.~_~_._. ___5293 SUPT REIN( wH:T'E 'IOVA IRFAD STVffLO wITH MIIDIT SPICED ONION) AICb PARATHA,.~___.....~_.~....._~LY,._.._.~..~__,,._......A97 VNlfgvFNFD wHOlf Y+S/NT tRFAO STUff[O WfT4 DOUTO[S Gd.R1K NAAN .._.__.....___._.._- ._.____.....,....____._.._„___53.97 WHIT[ fIOUR BREAD wI'r. AGENCAOVS L'IIINL Of (S+(S-Pf0 GARLIC PASSAGC NAAN __._.....~... ... _.._.~..._._~.._...__........__....._____73.93 WHIT[ FIOVR 30.EAD STUrrEO wl'H INDIAN COTTAGE CHECSE. ALMONDS. RAISINS, IRE f'! LINDA ANO H(RBS. CN1G[CN NAAN ._'.'_'__.___.__..._ _.__51.95 SUP[RFINf WHITE lRF,~O f1:ff ED W!'H CHODPLO SPICED CNIC%[N COOKED IN inF CLAr OLIN eASll NAAN _.__.._ __..5].97 tUP(rtflN( wHIT~ patAO 57C,'FFfD wITH A MIMUAf Or IASt:. OIIVf Oll AND )P'CIS CHILLY NAAN .._.___ _..51.97 wH~`I /n V.O ~ILL(D WI'h C~OPPfD HOT DEPP[Rf wlTr FRESH tiERet 1. svl<(s. 900/900 d SDZOD JNIfEHOYNIfIH$ INDIAN CUISINE IS A COMBINATION OF SUBTLE TASTES. FLAVORS ARE AS EXOTIC ASTHE CLIMATE OF INDIA qND AS VARIED AS ITf DEOPLF. FRAGRANTfDICES FROMTHE FOUR CORNERS OF THE COUNTRY.ARE OEUCATEIY BIENDED70 CREATE THESE EXOTIC ENTREES. EACH wITH ITS OwN DISTINCTIVE FLAVOR AND AROMA NOT FROM A CURRY POWDER BUF FROM FRESH SDICES PREPARED F/KH DAY. A <ENTURY-OLDARTUNIOUETO IfVDIAN fU1NNEANDSERVED AT PASSAGE TO INDIA WITH PRIDE. / (.fJl~fJ.~ WE ARE HERETO SERVE OUR CUSTOMERS AND WE WOULD LIKE TO MAKE TOUR DINENC EX9EALENCF A DtEASURARIE ONE. IF TDU HAVE A FAVORITE DISH, OA IF TOU HAVE ANT DIETARY RESTRICT[OIVS. PLEASE LETTHE SERVER KNOW AND WE Wltl TRY AN D MAKE EVERY EFFORT TO ACCOMMODATE YOUR NEEDS, MANAGEMENT RESERVES TH E RIGNTTO ADD 18% GRATLITY TO LARGER PARTIES. wETHANK YOU INAD'VANCE FOATURN(NG OfF.YOURCELL PHONES OR SETTING THEMTO SILEfYTOA V18RATION MODE YOU CAN ALSO VISIT ~~~ T~] A t-~URRY LOCATED IN THE ttROAO STREET FARMERS MARKET ESE999ttLt Lo SI LfDt/CI/ZL PassageOflndia-CapitalCity-FinalFinal 50 February 70, 20.2 ~ MortonlJTF a' ~ + EXHIBIT H: TENANT'S MENU Page 2 of 5 ~vf~l. s~ tF:ivf U w•_y SAf tRON rA'/OREO 5A)MATI nf(F CHIN PANEf 0... ......_ .... __..._.__.._._._................_....-....___..._..__.f/5.95 CUBES OE +'OMEMADf CO7TAC,(C~((s(,W.RINATEO IN GINGER, CnNVC6)D:C(S, dA'.'f'.R ER'E') AAD THfN SAVTFfD WI-M ONION). S! 1 Dirr(RS .N A CNEf'S S9COAI hM fnUCf BHINDI MASAV\......._.....__-_..._.__..........__..._._.._..._....._____._. 517.95 fRF iH OKRA COOK[ D •.V:TH O~~IONS. TOMATO. /M1ESN r ERd3 6 4PICl! GOBI MANCHVRIAN _......__.._.._.._..__......__ ....... _._...._..,.....____.._S 119E lA^ER tRifD CAi.::EIOwER +1.^,n(TS fAJTIfO wtT;~ eABT CORN. wA'E x Cr' eST N~JTf. G11Cf x. CA :: c. ONIONS ANO 9EL, -E PrER) ~ n w 4PEC:A: 'ANCr 6' iOt SnUCf fHAHI -ANFF0. ....__...._.__..____.~_.... .. .. _.........._._.... _-__.._..._... 1319E f RT. S"• MoMEMnDE :NDIA.V COTTAGE CHEIS( COOK{D WRH ON'ONSL eE.( 9; 99[0.5 EN A CREAMY TOMATO SAUC( [NRI<HED w'r E(NUC:xIf K, VEGFfABIF KORhM._....... _...._ _. __...._._._....._ .._..__... _ ._........33193 REi^S VEG ETAd:(S GMTS• COCKf D 'N A MILD 6 CREAMY ALMCNO SnVC[ w:;H 4 TO:)Ch: O'- MiiD s.l<FS vIGFTMIf XACCIJTI ..____._.._......__ ..._.._...__._........._ .................. ........St19f 9RUNOUNCtO 's ~:A KV•` f(' A So.Cr VEGETAe L( WrcR'(fnOM W(ST COAST OE IN D:A (COA). N.ADf wlTl. GRU:/ND nOAST[D COCONUT nN ~ A 9:EN~ OE ARJMATIC srlC It Alv KAOAI coal .....--•--____..........._ ................_..____._.._..__.._. S 1:.9s PO A Ol)ANDGSV(IEIOWIRS000:Kk01N49:(FDO':INAKADAI EWOW wIT. O^t'CNS 'OMA: .f S. )fll °fVP(RS,C3Ual`fJ CDRnIANDEx Ah~ (UMI~+' DAl MAKHANI ... _........_._._.__.___.. .. .. .................__.............._......._..._...f 11.93 '++~Oll /. ACK tE ~t,l1. "E:IOw ; f NT•;S AND KION L` /EANt S'MMERfOw:-+'TOMATOES ON'ONS +nf1~lT GROUND SP'f.Ef. nnllSrtfD w^rk A tCUCH OE C3EAAS. CSSANA MASAIA ...._._.. __.._._ ..... ........_._ ......._.__.._..,_.._._...__512.95 (H CKDf AS COOK[ O'Y A ON104 AND TOMATO GRAVY YJITS'. :.1'tt AND S91Cf S DAIAK PMICER .__... _.._..__.___._......._..._..._....... .,...511.95 r',fSM GROV~D 5)INAU! CCCKiD w:*~ ERE SH GRtEN `IFRBS. sP~cis ANO cor.A;,[ c~E(sE TARKA DAS _.... ...__...__.___._........_. .... .. _...... ...... _.. ..... ..__......512.95 "EEIOW ANV •IiD .E w'TIl3 S'rnMIRiD WITH TOMATOES. ON'ONS. f3ESH.rcnouND f91CCl '!NISM(D WSTH A TOUCH OE GJNCEA ALU MUTTf R.._....__.. ._ .... ...........______._.. _.............._.._.._......_.._......__.5/1.9f SwSAI; ROVN~ ?O~ATOf) ANO GKI IN DfAC IN A SIIRr CV RRY. MAUI KOfTA........._..___._............_...__.._. .......... ..._.... _.._....._.... ..,......f31.q v EGfTnBlf3 AND )OTArO OUM-;fNG! STUKfO wiTN COTTAGE C~iCSf.CHVE\f" RAISINS AND NUTt SIMA+E RfU NA(R(Sn CJRRr SAUCI BAIGAN BHURTA ..............._............._...._. ...... ...... ....... ....._...._.....512.95 A Cl.Af1+C INO•AN VEG(TA RiAN DiSN WNOII fGC PANT IAK:D OV10. AY CDE \' C'IARCOAI EIAME. MASH(D ANO IiENDFD will, 4nVT(fD U~ONE. TAMAT7FS H[RBf 61PICEf CORN fAAC . _..__......_. _- ._ _........ ..._...._.._...__.___..___._-_____ S 12Af CORN K1RNE.S fAVTE f D W:~H ON:ONS. TOMATO. CARL rC. AN0 GI~G1R TI-(V 41 nSMf xED IN CREAMY tP'NACH WIT+3 A T01!<N O+ S+~CiS AND Cnl f'~ ++f xB) 30q/SUU d S9ZU9 ~NIf1N0YNIBNS v / I (f ,S ~uASA/.WJ~W V~l~GV441M1AiKl.Y cGRlllfD IN C',AY OVi N1 S(RVED WITI+ SAt:RON flAVOR(i) BASMATi n,Cf TAN DOORi SC/RE-O-S _._.._. __ _.__ _.._..._ _~__.____..._ __.. _.-_.-538 95 IUMBO iRfSH dAY SV.C:09S MARINATED IN GINGkx AND CARUC oASTF ANDA![f ND Of S•'fClAl S1Kf5 TO COMDIIMFY ~iF %E AVOR Of THE KAll01! ~ exOIIEO'0 9[xffC'ION. TMIDOORI CNICK[N ___...._..___.....__.___._.____._~-_-..--511.93 ~1Alf A S-0.1NG CHICKEN MAPINATfO IN YOGJRT CthCC 0.. GAR:IC. LEMON )UICf 6 Fx(u1 :. C[S tw RRFOVtO IN T.If CiAY OVEN CHICKfJV T1 KKA __...-.._._._..,.....-_._----_-_.._.._...._..._.-_.___.S i l95 PIFC(S Of GN:CKEY MARtNAtFU IN SIf CI wI Ski<() ANO tt01 LFD'N TANDOOR SffKH KE-AB _--......_._........_....._.._.__~_,,.____~_...r.____-_SU.95 :.ROUND IAMB M'Xf V w'tr. CH099E0 ONtOYS. dill DE D9f R4 t i RE SH GREE N SDICN, wRA9D{ D AROUND A SK f W f R AND ROAtT E D IN ~iF CLAY OVEN BOTf KFd/J._......._._~._.-.__,..._..._._.__........_.._.__........_.___..335.93 C HUNKS Of IA.MR MARINATED'N ;ICHT 4-iCE4AND 9AR6fOUEJ IN Tr[ CLAv OVcN IAMt CHO-5.~.._...._....___._...._..........__. _.__..__.....-_..._._...._.516.95 :qMt :DIN C'~O-S /vIARINATID I.V A GE NCRO US rEl91N(. OF LINCCn AND A Srf CIAI f11N1) Or S71C ES. GAllle0 TO Df0.i fRION MIX GRILL ..---...._..~________..----_"-_-'°'--_--._._..f0.9S w FEAST i00. Kfbnt cOVf RS A OEII<IOU! COMeENATION Oi tAM i. <HI<KfN AYU SrirtIM9 TAN DOOR15HRIhV ~._._.....__......_....,.._~.....__.__:_~._.. _.___33(:.95 (K.AA JUMIO SHn. Mr I:CHTir Sf wSON1U ANV 6RO'liD IN TN( TAN OOOA i CHICKEN N ARYALI ._.__._u.._.._-•._._.,.„ _..__.-___._-~~___..__ S i 49 S DI ECE) OG CHICKEN MARINATED ~N AGING[R CAR,1C 7AS1'f W+Tti C M1EAM-CrEf+F. MINT. CIUN3TlD. 59Kit ANV TNfN /nO1lfD IN A C:AY OV f N ERVfD CN ATRAD~TIO M9lATTF0. CAl.ED 7!'AU' VEGfTAR1AN D GHT,_~_.~_. ___ --..ST7.9f D;ATTFR( 90S(D Of ONE BNAJiA+TV RFf of ~AP:ft. C1lEAMEO:FN SAND RAI" SfRVfD W+ANV tAitf SOUL, tASMATi RIO(. DA O. YAAN READ ANO S AON F;AV04f0 RICE -VOfANC WIT RUU T Oo'Ej+l f _4. THE UlT1MAT4 ....__._.._..~_. _ _ s39.9s A SU9f 9 GO.Nt•NAT ION Of d fAIAK. ANDOORI ,CREAMED :'_NTIl4 A.vD RAITA sF N 50JV O UR 'I CL SAtCM1Oh flAVO0.LD BASMAT' RI<E. OA-AU.NM READ A. OS RON ftAVOPFD RICE 9JODING WIT RIfD 70.091 Al i0. TANDOORI KF CAMEO ___..-_- _._._......._ ___.._._._____518.95 STRA :T iRCNS OUR CIAYI EN•IUICY GHI NTIkKA T CIORI CHICKEN iOT Ki AL SfEKH Kf CAe, nlrA!; KEPAS O TANDOORI SMR'M1 SCR D wlTi I s0(;r O! r CHOICE, BMMA7} !IICI. CR CAMEO lfN 1, NMN BRAD AYO SAfiRON :,nVOxfD90DDING wI;uD FU TRCPICwI f'tVl T1. CSC999t(te 3c SE i~oZit,lizl PassageOflndia-CapitalCity-F inalFinal 5 ~ February 30, 2012 \ Moron/JTF t?/t3i201t t5 06 7t 77666353 ~eQL ~~ ~~,ecat EXHIBIT H: TENANT'S MENU Page 3 of 5 SHHIHAOHUINC / '~ uUfSERRY VSSI ....,__.._........_........_.._...._.._........_.___v__._...,,.--___53.93 f RESH SEUf6CRRlES AND HOME NVSDE YOGUR7IHAKE wSNGO IASSI ._.__ . _.... _..,_......_.._....._.......__._............~.. _...___.._.55.95 INO.AN Al11ONfp MANGO AND HOMf NV.D4 YOGURT )HARE TOPDED',/ITH 1!STgCHIOS. LWANA 1AT11 ....___.._._'_._'___....._....__........_........._...._._____._53.93 RIPE EANANA ANO SWfiTENfDYOGURT DRINK WEfM A TOUC+i•Cf ROSE WATER ASSI _.. _______._._~_._~.._.__.__._._.__. _....-.._.__~_.S3So HOM(MADf YOGURT SHAKf W;TH ACHOICE Of /tAVORi•PIAIN. SA.ITf D/SWEET. ~VtNGO OR GUAVA IUICE ..~.____..__._...__.._..._....__,_.....__..._~SL00 -0DA OR FRESH /REW[D ICE TTA _._.__._..._....._....._..._ ................____.52.00 I".~ OR CpfSEf ..._.._...._.._.__.... ..._..__.__._.._.........____._.._.__...._.~_.S].oo DCED TTA._._._..__.._..._......._._._....._._ ._....... _._._....... _...____~....5]SO s~ ~ sue, AU ll IGATAWNY _... ___..........__.. _...r_..___........ _._.~__.._.__.... ___..._S].93 A TRApIT10NAl CHICKS N SOLID, MADE WITh If NTI IS AND SU9TlY f:AVORED WITH DlIICATf HERIf ANp A DASH OF 1%Cf f. GARNISH FO WITH CHOPPED TANDOORI CHICKEN. -.REF'S VFGETARIE SOUL _~__...____.._...._..__._.._._._.___.___...R...._S1.9S A CREAMY DURL(D SOLID WITH CHIPS SECRET INGRS DIFNT4 ANO SDI<(S HOMEMADE YOGURT WITH OICEO CUCUMDF0.I.TOMATOES. ROASTED ANO GROUND CUMINi f 0.ffH <•IANTRO. 'APADAMS..___......~_...._.____....._ _.,..,____....__....__~__..._....S1.f0 ROASTED THIN{RISK CRACKERS MADE Of [fNTll1, CUMIN AND SPKff WFET MANGO CHUTNEY ..._.~__.___..._...._._...._.. _.__Y,.___«...._.5130 /ICY MANGO IfMON -KKCE _...._.._...._....__.._~_..___.____......___SS30 ~~ ~U W /AMUN ..... _.._..._..._.__.._~._......_.___.__.._........._....._..._...55.30 OONVr IIKi USTSNG iASTRY /Allf SERVED IN A MONEY GIAVORCO WARM SYRUD. U lFl ...._.__...._-._.-.._._._..._.__..__•__.._........._...._._.,._.._...5350 f ROZ[N ICE CAfAM MADE FROM Rf OUGfD MILK, ALMONDS. JISTACHIOS6 SNIRON. VWGO/ROSE ICE CR:EAM __._.._._..-.__._.__~__...__._._..._.__..__.....S3S0 HOMIMADL IC(t REAM HEER ..._......._..._......__... _....____....__,__---~_.. _.. _..._...____...,_f3.S0 SAGfRON iNVORED RICE PVODING WITH DRIED TRODICAf fRUITI. NfAMfI CUSTARD _. _,.._.._.__.~..__..-.__.___.._._......_._.._.___._...53.03 t~CH CREAMY VANILLA CUSTARD COVEM1[0 WIT7 CARAMEL SAVCE. tMfGO CUSTARD ...... _ ... __.. _.. _... __ _._.__~_.._...._.~..._............ ___.__._53.95 HOMCMADf MANGO CUSTARD WITH '~RCDICAI iRVITS PassageOflndia-CapitalCity-F inalF final February 10, 2072 1 MortonlJTF cOZS~ V 007/U06 y'~~n~QtiQ,Plaa~ PATICA....~.._,._____._,...__.....-..M........_..~.._.........__.._.._ _ _...... _. 5593 YAM .EAVES AND S/ICED CH'CK/FA fIOVP AOUTAD!S. SAUTECD TO A SOFT TEXE1f AE WITH UN:UN t. IE SE Pf P-F RS. GI NGE A b l FrtON JUICE. SU.SONED WITH CUMIN, MI:S-ARD SEE01. CURRY IfAV(S f, CILANTRO. SHRUA- MAf1CHE5ECiAN ._~......... «. _..._...________..__.__ . _.... }0.95 GOLDEN fRIfOlUM10 SHRIM-. SAVT4[OwTr /A Rr CORN, wATfR C'SfSiN:1T, GINGf R. UNION. If ll Jf DPERS. TOSSf 0 IN A TANGY SWLfT b HOT 4AUCl. CHIC]EEN PAKOM ._._...~_ ........_-___.._.__.__...._ .._____..___..__._S5.9S CHICKEN IIIEAST ffND(RS MARINATED IN f (ICES ANO COI DfN SKIS D IN A CRIED CHICKJEA r,OUR RATTER SAMOSA ..__ _.__.__. ._._._. _._.__._~___.~._.. _.._ ....__.._.__._..S3.9S TURNOVf AS MAO( W'T}I A T(NOER TSAKY nGnT PASTAY A V D Hl',[O WITH tfASONfO 90'ATOf S. GRfEN PkAS ANOCASHFWS. VEGETA1lE PAKORA __._.._..._............____._..... _.___.._._.._...._..__... _.53.93 ASSORTMCNT Of ONION. Iflt 0[09ER GAUIIi;OWf A AND DO'ATO fR1rrLRs ONION /HNIA .._._.___.._ _._.._.._.._ ..................._... _ _________..__..SS.93 SAVQRY S'41TT(RS MADI WIYH THIV S(I<(D ON'ONS fEI: D!DelRf AND fhC[D CHKKIfA IIOJA /AT"(R. CHAKNA ...._,._~....._.....__.....____._..___.._~_.._.__.. _.... _.__._S0.9S ASSORTMEM Of CY~CKf N. tAMI S VEGETMfE f0.1 T'TFtf. CRAI GCM ._._..__._.....__.._..._... .. _.___.__.___......____._.. _... _.__56.95 C RAR MEAT SAUTEED WITH ONIUNS ANO'CMATO(), OE:IGAT(tr ffA)ONED wlT:r tPiCE1 AND HEARS kElAB HATTER __._..._.. ..-.~_....._,».._..~.. _....____._.._..__._._Sf1.95 ASSORTMENT Of IM•t F. CHIC K(N. AVD SnRIMD Kf /ARS COOKED IN CNY OvSN PAPRI CHAT CCOIDL~_«....._...... _._...,..._______...._..__.._~,Y,._._.53.95 I[/`f1t AND 1_CUR CATS/S 4fRVfp WITH POTATCFS. UNIONS, CSIICKPEAS •WOCOVk R(D WITH MINT. CIEANTAO YCGVRTb tW[(' AND TANGY TAMARIND V,000 TANDOORI CHKKfN SALAD _._..__....~._~_....._._ _ ._.._. ___..._...SS.93 PA/Y f-INACH. SIRING GREENS. <H) RRT TOMA'OES AND CUCUMIf RS TOgFD WITH DICED WARM TANDOOAI <H IC k E N AND S4AtCNTO CROITTON). SIRV(D WITH OVR HOVS[ SJ(CIAI MAtiGp DRESSY VG OR CHOICE OF ITALIAN 04 RANCH GR[[N SALAD .__........__...._ _.....__._._.._.~.._.. _.. ._._..._____.__53.95 MIXfO CRF.ENS. IAIY SHNACH. CHCRRY TOASATOf f. CVCUMIfrt SEASONED CROUTONS t[.VFD w:TH OUA HOUSE MANGC OM1 CHOICC Of ITALIAN OA AANCti NESYED CHKICDEA_...___..__.___......._._...„._........___.______....._....,. SS93 SWfFT OQTATO NCST GII.iD WITH CNICRPEAS COOKED IN A CNION c roMATO tAUCE WITH Hf]-sAND iDICES. TO/DFO WITH sEA40NfD ONION. TOMATO p(IIfH b Sw(lC TAMARIND C.r UTNf r 52 EXHIBIT H: TENANT'S MENU 12/13!2011 f5 OS 1177666753 Sftvf u wr, I SAFIaON :/+vOPfD iA)MAlI r.'</ :H I U CH ICSCf N _. _. _.._....__....._ _... _.. .Y......_... _..__.__..._. .,. S 1195 CriIC K(h .MARINA'iD IN CI N::F 0.. C~ARtIC, Hf RIf AND Sv,Cfs infTER F0."IU AYD `AJiiEG w.TH OhION4. EE_: 't IPf R; INA <r(PS SrtC'. nl r:OT SAUCC. :HICKEN KORMA...._......_._.............._.__._____..~......_. _..__.........51495 THENKCOOKIC N AEC0.fAMY AIMOND S UCE WITH ARRAYfOF T SDICES ANO TRO)I<Al DRY FRUITS. :HICKEN MAKHANI ....___....._........ _....._,.--.... _.._.._.._.._ .._...._..____.51493 MARINATED PHCES OF CHICK(N COOKED IN A TANp00R (CLAY OVIN) rh(N DIpD(p IV A CREMnT TOMATO SwL:c[ ENRICHED WITH CR1FN S-IC[S :H ICKfN AHURI ... _._._....._....._ ............._...__...._._.._..__........._..___._.f 1495 AN (XOTK Vf RSION OF TRAMT10n At (HICKEN fURR7 FROM THE wT<HfN OF MOCHAL [MrEaOR nHVf~ IS TH[ rRF DOMINANT MVORIN6 Of CURRY lfAVtf. MUt:n RD SEFDt A:VD GINGER 'AAP1G0 CHKKPN ~_ ..............__.....-............. _...._~..__._...... _.._ _._...........51495 C r!Et'~UfATION AV: RY DH.lAT<CCM9INATION OF CURRIFC Cn,C K(N AYV AL.(I'> •,(C 9F' '~-•~";:.0 SAUCE CSilWACHIGXEN ~._ ............._____. ___...,... _.._ _..._......_._.._.._.__._.S149S AN [KOTK VERSION OF TRAU': I-\NAt CHIC1tEN CU RRT COOKED WITH CNiCKD(AS fIMMCRED I.`. 't`f%.ATOES. ONION) ANp HOME MADE CARA/'n MASACA :HICKEN T1KKA MASAIA......_......_.__.__.._.....___.__....... ........._.__.__Sil9f MARINA-EO DIECtS.Of CHIC K(N COOKED IN TAN 0000. ANO TH CN CCNE0.CD iN AClEAMY TOMATO SAU(f WITH ONIONS, t[Ll DE99E RS. )R[SH N(0.65 (. Sv+Cf+. CHICKEN TI KKA (/s31A1WR...~..._._..._..... __~___.~.____.__,...S/49S plECFS OF CHKKfN NSA0.INATID :N GGH7 SPICE AND /ROHED iN THE CLAY OVFN.Tt•IfN SAV : ([D wITH CH09P[0 ONION. 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A 4PICT CF I K K IN CURRY (0.0M THE WEST COAST OF 1NOtA (C.OIJ MADE WITH ROASTED GROVNO COCONUT ANO A I:fND OF AROMATIC SvftfS CHICKEN VFNDAEOO__._.._.___..~._........~.._......._...._~.___._._ 519.95 (-IC<(N ).!CE: MA0.1NATf'J Wlln VI\EVAR AND A /;fNU OT ' DI~(i, COOKED WITN /CTATO(\ AND JEARI ONIONS'N A DIOUANT SAVC.(' MO-i. )?ICY CHICXEN lAlf0.EZ1.._ _~.~._......._......_..r•.~..,...____..._........_.._......S 119E T2N?(4CHICKEN 9RfA1T II(:[T MA9!NAT(Ow1Tn itf5r CRUV'Nf) ,rK[s A~I(i :TIR F0.1iD WITy TOMATOk).~ON:ONS ANU tktl Df 04F0.1 P assageOflndf a-CapitalCity• FinalF final February 70, 2012 ~ Morton/JTF Page 4 of 5 SHRIMROHUIHC o0?a5 P p02/inl6 T_ I:~E~c~ra.~tc~:~+ 5lRVfD W' " fnf t(lGN ~r AVCRFU BA)MA n'C! SCA:tDP MASAtA ..__.___._..........._..___. _._.__.._...._.__~_._St&95 ~RI,h 9aT SC n•.•OD. COOK!;. 'N n,~n:k TJti O~ CHOJV;D On.ONS -OMATQft. 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IAIAB KORMA........_......._........._.........__._.._ _.._._ _ . _....__._.___510.95 IA.N'+MANINAT((' \iWr:Tf/'CES AN„•S tl•. OV[R N.C-~~-FN COCRFU :N A<9(A.vSY A,MON', TOMATO ANV ONION sA'JCS wlTn DRT FRy1T) fAMt ROCUN JOSH ._..__. _...._... ... _. _._....___._......_.......__.__._..510.95 VI iV )ODIISAR AN;, iU.M.MC ~' ..''H Cr Y,AihM R LAMS MARINAT[~ W1Ri MANY' ARCN+AT'C rfR it A4D tP:Cii iN "OC.. .t T. T.I(N S'n+MkRk•'1 :, Iff OWN ~l:Cf `w r TOMA:.]. ONIC`I. C.Nt;f k. .•A,l l C A`+~ C i:l+NTRO IAMB VINDAlQO _ __...___....._..___.._........._..........__._._...._.. _ .,41695 ~AMi ~`^.AtI N'•AF O ~N A 6_fN: O~ iD'(E5 nni v:~(CnR •nin' ;COXED NA~„1;+N1 ,n„C; w'i~+:An. On~O^+sc DO'AO'4+ p ..0• ~.vIC» KApAI LAMI .__.__.._._ ._..._.. _ ._.. _..._.._ ....._.___.__~_._........._. 516.95 KA JA. COOL:NL '.S nA':vt 0 5~N0 WI* C~ WAS rOR.Ml0.,• DA.t' Of 2JMSAT DROV'YCi ~iC?t G~tAMtCCOSiJ ~YA6A iAl WOR: w TY fGn1ATOfl jiff 7(DJa1 G;NCFI. CAT,'C C8:;1niJ /.ORR.An'Dir. ANrJ O+'n~ : f".,f 5 53 EXHIBIT H: TENANT'S MENU ty/t7/2ott t5 06 7177666757 ~f-A.4 Sir ~ os~ Cif~~~- Pi~-PFl/ c,~~ ~ i~lvSH2©©M ~ff,4AT ~-IAN~I ~1 ~4-ft i ~} Lo1~ Cf-f ~4A i Gf~-Pct CN CF~•4r~ ~'7C v ~ i G°fi4-AT Page 5 of 5 SEES Jc.t=~~}~3 GJ~ ~ l~.4-~2/ y.4 ~ ~y A-raq-~ /~E~A.~i Gl~e9 P,~~ ,~/3A~ ~~e /~~~ ~~.,~s C N-~Ci~ End i ~ ~! w.p.4 ~ /GCCMA ~R~p ~~ ivC-G/L iwrPf} ~ /iv/~/v4iv ~/f L~Ft- L C~-c~ /~/Ji S /fl2i /yj° ~ i~~~ ~/~-i'cJi ~A i ER PassageOflndia-CapitaiCity-FinalFinal February 10, 2012 \ Morton/JTF $HRIMAQMUINC tr0?05 P OJ1/006 ~ /mss ~ ~N~i~ D~ti~~ MftNC.o ~A~ ~ S~ SET CA-~~ J pi~veAPP~E c~~ Si'+-~~ c~ ~~~ I -- 54 803842018 PRI0135 Company: 00260 Capital C8y Mall ...Document... Big Invoice Due Date/ Ty Number Item Code Lease • Date Check Date Customer. 43956 Passage Express RD 21452882 002 RENT 00029109 32/2012 322012 RD 21452862 003 RE 00029109 3!2/2012 322012 8021452862 004 RE 00029109 3!2/2012 322012 8021452882 005 EMF 00029108 3/2/2012 3/2/2012 RD 21452882 006 EMF 00029108 3!22012 32!2012 8021452862 007 CAM 00029109 32/2012 322012 8021452862 DOB CAM 00029109 322012 322012 8021452862 010 MKFD 00029109 32/2012 32/2012 RD 21452862 011 FDCT 00029109 322012 322012 RD 21452862 012 FDCT 00028109 3/2/2012 322012 8021454402 002 RE 00029109 4/1/2012 411!2012 8021454402 003 EMF 00029109 4/1/2012 4/1/2012 8021454402 004 CAM 00029109 4/1!2012 4/1/2012 8021/54402 006 FDCT 00029108 4/12012 4/1/2012 8021471382 008 FDCT 00029108 5/1/2012 5!1/2012 80 21 4 92471 DO1 RENT 00029109 7/1/2012 7/1/2012 8021492471 002 RE 00029109 7112012 7/12012 RD 21492471 003 EMF 00029109 7/12012 7/1/2012 80 21 4924 71 DO4 CAM 00029108 711!2012 7!1/2012 8021492471 005 MKFD 00029109 7/1!2012 7/1/2012 8021492471 006 FDCT 00029109 7/1/2012 7!1/2012 8021501825 006 FDCT 00029109 8/1/2012 8/1/2012 RN21508988 001 LATE 00029109 7/30/2012 7/302012 RN21511985 001 LATE 00029109 8/22/2012 8222012 8021515287 001 RENT 00028709 8/1/2012 9/1/2012 PREIT SeMces, LLC 1!32013 13:12:17 AIR Details with Aging Page - 1 Aging Date 1/32013 Original Amount Open Amaunl Curtent 1 - 30 31 - 6D 61 - 90 81 - 120 Over 120 Type LOC Phone Number. (717 ) 542-2046 Legal 37 1214!2012 3,583.09 3,583.09 3,583.09 72.99 6.14 6.14 72.99 72.99 12.89 80.00 1 0.00 10.00 80.00 60.00 fi0.00 418.78 72.37 72.37 418.78 416.76 416.76 57.fi5 57.65 57.65 1,812.15 1,612.15 1,612.15 1,812.15 1,612.15 1,812.15 72.99 6.14 6.14 80.00 10.00 10.00 416.78 72.37 72.37 1,812.15 1,612.15 1,812.15 1,812.15 1,302.64 1,302.64 3,583.09 2,385.73 2,385.73 72.99 72.89 72.99 60.00 80.00 60.00 416.76 416.76 416.76 57.65 57.65 57.65 1,812.15 1,612.15 1,612.15 1,812.15 1,302.64 1,302.64 250.00 250.00 250.00 290.13 290.13 290.13 3,583.08 3,583.09 3,583.09 R03B42016 PREIT Services, LLC PRI0135 A/R Details with Aging Company: 00260 Capital City Mall ...Document... Biq Invoice Due Date/ Ty Number Item Code LeaseN Date Check Date OdginalAmount Open Amount Curtent RD 21 St 5287 002 RE 00029109 8/1/2012 9/1/2012 72.88 72.98 RD21515287 003 EMF 00029109 8/1/2012 B/1lZ012 80.00 60.00 RD21515287 004 CAM 00029109 9/1/2012 9!1!2012 418.78 416.76 RD21515287 005 MKFD 00029109 9/1/2012 B/1 /2012 57.65 57.85 RD21515287 006 FDCT 00029109 9/1 /2012 9l1 /2012 1,812.15 1,612.15 RD 21524217 001 RENT 00029109 10/1/2012 10!12012 3,583.09 3,583.09 RD21524217 002 RE 00028108 1011/2012 10/1/2012 72.98 72.99 RD 21524217 003 EMF 00029109 10/1/2012 10/1/2012 60.00 60.00 RD21524217 004 CAM 00029109 10/1 /2012 10/12012 418.78 418.76 RD21524217 005 MKFO 00029109 10/1/2012 10!12012 57.65 57.65 RD21524217 006 FDCT 00029108 10/1/2012 10/1/2012 1,612.15 1,612.15 RN21528420 001 SEWU00029109 10/10120/2 10!10/2012 108.64 108.64 RN 21530280 001 ELEU 00029109 10/15/2012 10!15/2012 341,76 341.78 RN 21530280 002 STAX 00029108 10/15/2012 10/15/2012 20.51 20.51 RD21532300 001 RE 00029109 11/1/2012 11/1/2012 72.99 72.99 RD21532300 002 CAM 00029108 11/1/2012 11/1/2012 418.78 116.76 RD21532300 003 FDCT 00029109 1111/2012 11/112012 1,612.15 1,612.15 RD21532300 004 EMF 00028109 11/1/2012 11/1/2012 80.00 80.00 RD 21532300 005 RENT 00029109 11/1/2012 11/112012 3,583.08 3,583.08 RD 21532300 008 MKFD 00028109 11/1/2012 11/1/2012 57.65 57.65 RN21540850 001 ELEU 00029109 11!20/2012 11/2012012 314.38 314.38 RN2154D850 002 STAR 00028108 11/20/2012 11/20!2012 18.88 16.86 RD21542104 001 FDCT 000281 D9 12/1/2012 12/1/2012 1,612.15 1,612.15 RD2i 542104 002 MKFD 00029109 12/1/2012 12/1/2012 57.85 57.65 RD21542104 003 CAM 00029109 12/1/2012 12/1!2012 416.76 416.76 1/3/2013 13:12:13 Page• 2 Aging Date 11312013 31.60 61 - 90 81.120 3,583.09 72.99 80.00 418.78 57.65 1,612.15 108.64 341.76 20.51 72.99 416.76 1,612.15 60.00 3,583.09 57.65 314.38 18.86 1,812.15 57.65 416.76 1-30 Over 120 72.88 60.00 416.76 57.65 1,812.15 803842018 PRI0135 Company: 00260 CapBal City Mall ...Document... Bip Invoice Due Date/ Ty Number Item Gode Lease i Date Check Date 8021542104 004 EMF 00029109 12/1/2012 12/112012 8021542104 005 RE 00029109 12/1!2012 12/1/1012 8021542104 008 RENT 00029109 1211/2012 12112012 RN 21547996 001 ELEU 000291 D9 12/5Y2012 1215/2012 RN21547996 002 6TAX 00029109 12/5/2012 12/5/2012 8021549205 001 RENT 00029109 1!1!2013 1/1/2013 8021549205 002 RE 00029109 1/1!2013 1/1/2013 8021549205 003 EMf 00029109 1/1/2013 1!1/2013 8021549205 004 CAM 00029108 1/112013 1/1/2013 8021549205 005 FDCT 00029109 111!2013 1/1/2013 80 21 54 92 0 5 DO6 MKFO 00029109 1/1/2013 1!1/2013 Customer: 43858 Passage Express Co Total 00280 Capital Cdy Mall Grand Total PREIT Services, LLC A/R Details with Aging 113/2013 13:12'.13 Page - 3 Aging Date 1/3/2013 Original Amount Open Amount Current 1 - 30 31 •60 61 • 90 91 - 120 60.00 60.00 60.00 72.99 72.99 72.99 3,583.09 3,583.08 3,583.09 300.64 300.64 300.64 18.04 18.04 18.04 3,583.09 3,583.08 3,583.09 72.99 72.99 72.99 60.00 60.00 60.00 416.76 416.76 416.76 1,612.15 1,612.15 1,612.15 60.41 60.41 60.41 49,832.30 47,093.44 8,124.08 6,135.88 6,273.55 5,802.84 49,832.30 47093.44 6,124.08 6,135.88 6,273.55 5,802.64 49 832.30 47 083.44 6,124 08 _ __ _ 8 135.88 ___.___. 6,273.55 _ _. 5 802_64_ Over 120 22,757.28 22,757.29 22 757_28 MARCUS & SHAPIRA LLP ONE OXFORD CENTRE, 3STM FLOGR 301 GRANT STREET PITTSBURGH, PENNSYLVANIA 15219-64x1 (412) 471-3490 DANA L. MUNHALL E-maU: mwrbaU®msrcus-shepiracom Dircct Dial: (412) 338-4686 VIA FEDERAL EXPRESS Vishnudas, LLC t/a Passage Express 5114 Maple Leaf Court Mechanicsburg, PA 17055 FAX: (412)391-8758 November 15, 2012 Re: Lease Agreement dated March 14, 2012, by and between PR Capital City Limited Partnership, as Landlord, and Yishnudas, LLC t/a Passage Express ("Tenant') Dear Vishnudas, LLC: This law firm represents the Landlord with respect to the above-referenced Lease. Tenant is currently in default under the Lease failure to pay rent and other charges due in the amount of $34,833.48. Unless this amount is received within ten (10) days of receipt of this letter, we will take all legal action necessary to collect all amounts owed under the Lease as provided under Section 16.02 (b) of the Lease, Confession ofJudgment -Rent, and as provided under Section 16.02 (c) of the Lease, Confession ofJudgment -Possession. This letter is being sent pursuant to the requirements of Article 16 of the Lease. Please feel free to contact me if you would like to discuss this matter further. Very truly yours, ~~ti~~G~ Dana L. Munhall cc: Christiana Uy Don Smith r .. FedE February 22,2013 Dear Customer: The following is the proof-of-delivery for tracking number 794087977651. Delivery Information: Status: Delivered Delivery location: 5114 MAPLE LEAF COURT MECHANICSBURG, PA 17055 Signed for by: J.SMITH Delivery date: Nov 16, 2012 09:29 Service type: Priority Overnight Special Handling f 1j . ~ _? F ~.~ ~~ S,y~ t zr 3~ v' ~~~••.. i .. f ~~ Shipping Information: Traddng number; Reapient: VISHNUDAS, LLC T/A PASSAGE EXPRESS Reference 794087977651 Ship date: Nov 15, 2012 Shipper: WENDY SHORT MARCUS AND SHAPIRA LLP ONE OXFORD CENTRE 35TH FLOOR PITTSBURGH, PA 15219 US 32740-402 Thank you for choosing Fed Ex. MARCUS & SHAPIRA LLP ONE OXFORD CBNTRE, 35"' FLOOR 3O1 GRANT STREET PrrrSBURGH, PENNSYLVANIA 15219-fiaOl ~a12> ail-3a9o DANA L MUNHALL E-mail: muohall~mamus-adapira.com Direct Dial: (412) 338-4666 VIA FEDERAL EXPRESS Ajit R. Smith Manisha Smith as Guarantors Vishnudas, LLC t/a Passage Express 5114 Maple Leaf Court Mechanicsburg, PA 17055 F~x:(412)391-8758 November 15, 2012 Re: Lease Agreement dated March 14, 2012 and Guarantee of Lease dated March 14, 2012, by Ajit R. Smith and Manisha Smith, husband and wife, jointly and severally, Leena Shenoy, an individual, and Avelino Furtado, an individual, in favor of PR Capital City Limited Partnership, as Landlord, and Vishnudas, LLC t/a Passage Express ("Tenant') Dear Mr. and Mrs. Smith: This law firm represents the Landlord with respect to the above-referenced Lease and Guarantee of Lease. Tenant is currently in default under the Lease failure to pay rent and other charges due in the amount of $34,833.48. Unless this amount is received within ten (10) days of receipt of this letter, we will take all legal action necessary against you as Guarantors to collect all amounts owed under the Lease and Guarantee of Lease as provided under Paragraph 6 of the Guarantee of Lease, namely, confession of judgment for liabilities (rent). This letter is being sent pursuant to the requirements of Article 16 of the Lease. Please feel free to contact me if you would like to discuss this matter further. Very truly yours, ~~~ ~~~~~ Dana L. Munhall cc: Christiana Uy Don Smith c ,_ February 22,2013 Dear Customer: The following is the proof-of-delivery for tracking number 794088017280. Delivery Information: Status: Delivered Delivery location: 5114 MAPLE LEAF COURT MECHANICSBURG, PA 17055 Signed for by: J.SMITH Delivery date: Nov 16, 2012 09:29 Service type: Priority Overnight Special Handling >. ~~ .. Shipping Information: Tracking number: 794088017280 Ship date: Nov 15, 2012 Reapient: AJIT R. SMITH, MANISHA SMITH, VISHNUDAS, LLC T/A PASSAGE EXP Reference Shipper: DANA L. MUNHALL MARCUS & SHAPIRA LLP ONE OXFORD CENTRE, 35TH FLOOR 301 GRANT STREET PITTSBURGH, PA 15219 US 32740-402 Thank you for choosing FedEx. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED ) PARTNERSHIP, ) Plaintiff, ) v. ) CIVIL DIVISION No. AFFIDAVIT IN SUPPORT OF VISHNUDAS, LLC, trading as ) COMPLAINT IN CONFESSION OF ___PASSAGE EXPRESS,_and AJIT.R,__ _____ --~-- _~ _ JUDGMENT FOR MONEY. __ _. SiVLLT.H and MANISHA.SMITH, - ) - .............AGAINST GUARANTORS _. _ _ __- . Husband and Wife, as Guarantors, ) Defendants. ) Filed on Behalf of the Plaintiff, PR Capital City Limited Partnership -- -~--- -) -~- -Counsel of Recor ~ or t --is Party: Stephen S. Zubrow PA ID No. 43523 Dana L. Munhall PA ID No. 82583 MARCUS & SHAPIRA LLP One Oxford Centre, 35th 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, ) Plaintiff, ) v. ) VISHNUDAS, LLC, trading as ) PASSAGE EXPRESS, and AJIT R. ) _ __ _ _ _______ SMITH and MANISHA SMITH, __ _ )___ __._ ._.-__.Husband.and Wife, as Guarantors,_. ) ___.___ Defendants. ) CIVIL DIVISION No. AFFIDAVIT. IN SUPPORT OF COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY AGAINST GUARANTORS COMMONWEALTH OF PENNSYLVANIA ) SS: COUNTY OF CUMBERLAND ) I, Donald Smith, being first duly sworn upon my oath, hereby state as follows: 1. I am an adult individual residing in Dauphin County, Pennsylvania. 2. I am the General Manager of the Capital City Mall located at 3506 Capital City Mall Drive, Camp Hill, PA 17011. PR Capital City Limited Partnership ("Capital City") is the owner and landlord of the Capital City Mall. 3. Vishnudas, LLC, trading as Passage Express, ("Tenant"), is a Pennsylvania limited liability company with a last known address of 5114 Maple Leaf Court, Mechanicsburg, PA 17055. 4. Capital City and Vishnudas, LLC, trading as Passage Express, entered into a - ~-- - - ----L--ease A reement-dated-March-l-4 - 2012-f g or-space FC-2 at the-Mall-fora-terrn-of----- - -- five (5) years. 5. At the same time of the execution of the Lease, Ajit R. Smith and Manisha Smith, husband and wife, jointly and severally, executed a Guarantee of Lease (the "Guaranty"). A copy of the Guarantee is attached to the Lease as Exhibit D. 6. Under the terms of the Guarantee, Ajit R. Smith and Manisha Smith, husband and wife, jointly and severally, absolutely, unconditionally and irrevocably guaranteed to become surety to Landlord, its successors, endorsees or assigns, for the full, faithful and punctual performance of each and all of the terms, covenants, __ _ agreements and conditions of he__Lease to be kept_and.performed by Tenant, in __ _ accordance with and within the time prescribed by the Lease. 7. Pursuant to the Lease, Tenant was required to make payment of, among other _ .------ mgs~ ixe riiimmixm~rerit~an of er c arges on~he fir-sTof each month during - --- the term of the Lease. A failure to make such payments when due and which continues for more than ten (10) days after written notice that the same are past due constitutes an Event of Default under Section 16.01(a) of the Lease. 8. An Event of Default has occurred under the Lease in that Tenant has failed to make payment of rent and other charges due in the amount of $47,093.44. 9. Tenant and Ajit R. Smith and Manisha Smith, husband and wife, as Guarantors, 10 were given notice of the default on November 15, 2012 and more than ten (10) days have passed without Tenant or Guarantors making payment. The Lease and Guarantee of Lease authorize the entry of judgment for money after an Event of Default thereon. Confession of judgment for money is warranted by Section 16.02(b) of the Lease and paragraph 6 of the Guarantee of Lease. 2 ..+ 11. This Affidavit is provided pursuant to the terms of paragraph 6 of the Guarantee, which requires an affidavit setting forth the facts necessary to authorize the entry of judgment against Guarantors. 12. I have read the above statement consisting of I 1 paragraphs and I hereby swear that it is true and correct to the best of my personal knowledge, information and belief. ---..._. Commonwealth of ~trxnsy County of ~ U C'h ~"~~`' ~-~"~ ~ Donald Smith ^ 4 General Manager Capital City Mall SWORN to and subscnbeTc befo``re me this ~~ day of ~;1~,..~t,_.,_, 2013. ~. ~`~~~ tary Public COMMONWEALTH OF PENNSYLVANIA Notarial Sea! Jamie D. Mattson, Notary Pubifc Lower /Ulan TVvp., Cumberland County My Commissbn March 12, 2014 Member, Pennsylvania Associatlon Of Notaries 3 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED PARTNERSHIP, Plaintiff, CNIL DIVISION ~~-~~~~( No. v. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. NOTICE OF ENTRY OF CONFESSED JUDGMENT FOR MONEY TO: Vishnudas, LLC t/a Passage Express 5114 Maple Leaf Court Mechanicsburg, PA 17055 Please take notice that a judgment for money in the amount of $49,494.11 has been entered against you by confession on the date below in favor of the Plaintiff. a aS 1 "~ w Date: Prothonotary, Court of Common Pleas of Cumberland County, Pennsylvania IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED PARTNERSHIP, Plaintiff, CIVIL DIVISION „,, j3_Ie~4 v. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. NOTICE OF ENTRY OF CONFESSED JUDGMENT FOR MONEY TO: Ajit R. Smith Manisha Smith as Guarantors 5114 Maple Leaf Court Mechanicsburg, PA 17055 Please take notice that a judgment for money in the amount of $49,494.11 has been entered against you by confession on the date below in favor of the Plaintiff. Date: ~. Prothonotary, Court of Common Pleas of Cumberland County, Pennsylvania IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED ) CIVIL DIVISION PARTNERSHIP, ) No. 13 CV 1064 Plaintiff, ) AFFIDAVIT OF SERVICE OF V. ) NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION VISHNUDAS, LLC, trading as ) THEREON PASSAGE EXPRESS, and ART R. SMITH and ) MANISHA SMITH, Husband and Wife, as Filed on Behalf of the Plaintiff Guarantors, ) , PR Capital City Limited Partnership Defendants. ) Counsel of Record for this Party: Stephen S. Zubrow Pa. I.D. No. 43523 Dana L. Munhall PA ID No. 82583 MARCUS & SHAPIRA LLP One Oxford Centre, 35th Floor 301 Grant Street Pittsburgh, PA 15219 (412)471-3490 rT }y L o 1'f A0704229.1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PR CAPITAL CITY LIMITED CIVIL DIVISION PARTNERSHIP, Plaintiff, No. 13 CV 1064 V. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and ART R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. AFFIDAVIT OF SERVICE OF NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON 1. 1, Dana L. Munhall,hereby certify that I served upon each Defendant a Notice Under Rule 2958.1 of Judgment and Execution Thereon in the within action by Federal Express, prepaid, signature required, this 7th Day of August, 2013. 2. Attached hereto are copies of the Notices and Federal Express, Delivery Information, tracking and signature pages, showing signatures and proof of delivery to each Defendant, a) Vishnudas, LLC trading as Passage Express;b) Ajit R. Smith; and c)Manisha Smith, at the following address: Signature of D. Smith at 5114 Maple Leave Court, Mechanicsburg, PA 17055. cspectfully su tted, Dated: 2013 j4pen S. 2ubro'w' Dana L.Munhall MARCUS& SHAPIRA LLP One Oxford Centre, 35th Floor 301 Grant Street Pittsburgh,PA 15219 (412)471-3490 A0704229.1 Counsel for Plaintiff, Sworn to and sub ribed PR Capital City Limited Partnership before me this day of A4Notary t 2013. ubli c HMO—. WMTH OF PENNSYLVANIA Notarial Seal WOMy Mort Notary Public CltyaPlf+r9h,�tmyCounty My Cw..MftSion rein MW 13 2016 MEMBER, Nmy A � A0704229.1 3 CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing Affidavit of Service was forwar ed by First Class, United States mail, postage prepaid, to Defendants listed below this day of , 2013: Vishnudas, LLC t/a Passage Express 5114 Maple Leaf Court Mechanicsburg, PA 17055 Ajit R. Smith t/a Passage Express 5114 Maple Leaf Court Mechanicsburg, PA 17055 Manisha Smith t/a Passage Express 5114 Maple Leaf Court Mechanicsburg, PA 17055 ana L. Munhall A0704229.1 4 Mixed 56urces Ceat no,SVI-Ct7C-00298t3 F SC c 7496 Forest Stewardship C'oun(jil August 8,2013 Dear Customer: The following is the proof-of-delivery for tracking number 800802453527. Delivery Information: Status: Delivered Delivered to: Residence Signed for by: D.SMITH Delivery location: 5114 MAPLELEAF i PA 17055 Service type: FedEx Priority Overnight Delivery date: Aug 7,2013 09:54 Special Handling: Deliver Weekday Residential Delivery Direct Signature Required Shipping Information: Tracking number. 800802453527 Ship date: Aug 6,2013 Recipient: i Shipper. VISHNUDAS LLC DONALI MUNRlALL TLA PASSAGE EXPRESS MARCUS&SHAPIRA PA 17055 US ; 1 OXFORD CTR FL 35 PITTSBURGH, PA 152191400 US E } Thank you for choosing FedEx. p f Track your package or shipment with FedEx Tracking Page 1 of 1 800802453527 ship tP/t);date: A !ual eIxIi,',ry: Tues 8/0612013 7:14 pm Wed 8!07/2013 9:54 am 'ITT 9UFGH PA US Delivered "' Travel History Date/Time Activity Location 8/07!2013 - Wednesday 9'54 am Delivered 3.18 am On FBdEx vehicle for delivery r'a. 7.15 am At local Fe d&facility rz ca:`rcvm;.FA 5:0'7 am At desitination sort facility F;,;r,;;..,:-;;:,••si,r�:.. 5;i1 am D eparteo F'edF..x location 8106/2013 - Tuesday '!829 pin Arrwed at FedEx location 3:46 pm Left FedEx origin facility r?rrseuractt. i 4 prn Pir_ked Up Local Scan Time Shipment Facts Tracking number 800802453527 Service FedEx Priority Ovarnigfr; Signature services I]i,.::a signature required Delivered To ?rsic;erice Packaging FedEx Er:ve!ope Special handling D-!ivar V1eetidc+y. section Reshienliai Dehve y,Direct ........ Sid r,aiure Rec u:red https://www.fedex.com/fedextrack/index.html?tracknumbers=800802453527&entry_code=us 8/7/2013 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED ) CIVIL DIVISION PARTNERSHIP, ) No. 13 CV 1064 Plaintiff, ) NOTICE UNDER RULE 2958.1 OF V. ) JUDGMENT AND EXECUTION THEREON VISHNUDAS, LLC, trading as ) PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Filed on Behalf of the Plaintiff, Guarantors, ) PR Capital City Limited Partnership Counsel of Record for this Part Defendants. ) y: Stephen S. Zubrow Pa. I.D. No. 43523 Dana L. Munhall PA ID No. 82583 MARCUS & SHAPIRA LLP One Oxford Centre, 35`h Floor 301 Grant Street Pittsburgh, PA 15219 (412) 471-3490 A0704234.1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PR CAPITAL CITY LIMITED CIVIL DIVISION PARTNERSHIP, Plaintiff, No. 13 CV 1064 V. VISHNUDAS, LLC!, trading as PASSAGE EXPRESS, and ART R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: Vishnudas, LLC, trading as Passage Express A judgment in the amount of$49,494.11 is entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty(30)days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY(30)DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER,THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717)-249-3166 A0704234.1 Respectfully submitted, kep Dated: August 2013 �{��v en S. Zubrow Dana L. Munhall MARCUS & SHAPIRA LLP One Oxford Centre, 35th Floor 301 Grant Street Pittsburgh, PA 15219 (412) 471-3490 Counsel for Plaintiff, PR Capital City Limited Partnership A0704234.1 t l Mixed Sources } wr?,h.isc.org Cert r .sw-COC"oo2°$E� � �.''SCI 0 1996 Forest Stewardship Council (®;; { C i n fedE, - ' � August 8,2013 Dear Customer: k The following is the proof-of-delivery for tracking number 803389491281. Delivery Information: Status: Delivered Delivered to: Residence Signed for by: D.SMITH Delivery.location: 5114 MAPLELEAF PA 17055 Service type: FedEx Priority Overnight Delivery date: Aug 7,2013 09:54 Special Handling: Deliver Weekday Residential Delivery Direct Signature Required , - - rn.,,,•e,,u e �`,.a-+ �.�.�, .�... �. �;v+r:m�.saa.n .�_„ t.,»„,.�.., w, .,..a.::n :,_..,wx`v"',u,,,..�.,s.h�r vv Shipping Information:: Tracking number. 803381491281 Ship date: Aug 6, 2013 Recipient: Shipper. AJIT R SMITH t DANA L'MUNHALL T/A PASSAGE EXPRESS MARCUS&SHAPIRA 5114 MAPLE LEAF COURT 1 OXFORD CTR FL 35 PA 17055 US PITTSBURGH, PA 152191400 US t 4 . - Thank you for choosing FedEx. i 7 y ^- k Track your package or shipment with FedEx Tracking Page 1 of 1 803381491281 aliip I f"L1;date: A;:ival deliv p-. Toes 8106!2013 7;14 pm - � Wed 810712013 9:54 am PITTSBURGH Pr'. U >p• DS .. Delivered .......... Travel History Date/Time Activity Location 8/07/2013 - Wednesday 4 54 am Delivered 3.18 am On Fed[r vehicle?or delivery -15 am At local FedEx facility a.a: =°r. 6aJ7 am At destination sort facility 501 am De arted FedEx location .;.;[ti:•r1,;ai....5.in: 8/06/2013 - 'Tuesday 11:23 pm Arrived at FedEx location ;NIUV NA.PyAJG.!Ni 2:46 pm Lett FedEx orian facuf;ty r•nr::eurdcsi.;;:. -.14 pin Picked up rrrrseuaG.H.IAA. Local Scan Time_v Shipment Facts Tracking number F3103381491 281 Service FedEx Pr=Dray{)varnioll? Signature services Direct.signature required Delivered To Rosiderce Packaging FedEx Erveiope Special handling DeliverWtie.Kday. section Resa:crtiai Delivery.Direct ... .. .. . .............. . ............... Signature....... ... https://www.fedex.com/fedextrack/?tracknumbers=803381491281 8/7/2013 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED ) CIVIL DIVISION PARTNERSHIP, ) No. 13 CV 1064 Plaintiff, ) NOTICE UNDER RULE 2958.1 OF V. ) JUDGMENT AND EXECUTION THEREON VISHNUDAS, LLC, trading as ) PASSAGE EXPRESS, and ART R. SMITH and ) MANISHA SMITH, Husband and Wife, as ) Filed on Behalf of the Plaintiff, PR Capital City Limited Partnership Guarantors, Defendants. ) Counsel of Record for this Party: Stephen S. Zubrow Pa. I.D. No. 43523 Dana L. Munhall PA ID No. 82583 MARCUS & SHAPIRA LLP One Oxford Centre, 35`h Floor 301 Grant Street Pittsburgh, PA 15219 (412) 471-3490 A0704253.1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY,PENNSYLVANIA PR CAPITAL CITY LIMITED CIVIL DIVISION PARTNERSHIP, Plaintiff, No. 13 CV 1064 V. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and ART R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: Ajit R.Smith A judgment in the amount of$49,494.11 is entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty(30)days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY(30)DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE,GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER,THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 (717)-249-3166 A0704253.1 Respectfully submitted, Dated: August�, 2013 wWL 1 1 I'laJ41V Stephen S. Zubro Dana L. Munhall 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 AO704253.1 e 80000 SERIES RECYCLEDtr3 30%P,c.W. FedEx1,1,', August 8,2013 Dear Customer: The following is the proof-of-delivery for tracking number 803381491270. Delivery Information: Status: Delivered Delivered to: Residence Signed for by: D.SMITH Delivery location: 5114 MAPLELEAF PA 17055 Service type: FedEx Priority Overnight Delivery date: Aug 7, 2013 09:54 Special Handling: Deliver Weekday Residential Delivery Direct Signature Required m Shipping Information: Tracking number. 803381491270 Ship date: Aug 6, 2013 Recipient: Shipper MANISHA SMITH DANA L MUNHALL T/A PASSAGE EXPRESS MARCUS&SHAPIRA 5114 MAPLE LEAF COURT 1 OXFORD CTR FL 35 PA 17055 US PITTSBURGH, PA 152191400 US Thank you for choosing FedEx. Track your package or shipment with FedEx Tracking Page 1 of 1 r. 803381 491270 I ;snip t('rt,li Uae: :t;:iui+l;ralivr.,ry: Tues 8/0612013 7:14 pir Wed 8107/2013 9:54 am I T$1PUR3M,PA U U'S Travel History Date/Time Activity Location £;,'0712013 - Wednesday S4 ain Delivered A 3:'18 am On Pedf x vehicle for delivery- '15 am At local FedEx facilay a:r..:;.r:�c^.vr:"s. 5:07 am At bastination sort facility ^r,:r i?.iYrN.t>•:, i 01 am Deoarteo F z;dEx location - 810612013 - Tuesday '1 1:29 pnt Arrived zit FedEx location UVI.NAPIX.ls,IN 3:46 pm Lett FedEx oricin 19cility r;n'TSPUF"diH.?'. 7.14 orn Picked up '"ITTSSURCM.I?A Local Scan Time Shipment Facts Tracking number 80338149''70 Service .FedEx Pr:or:ty Overnight Signature services Direct,ignature roquirc.+d Delivered To Resicence Packaging FedEx Er:velepe Special handling L'e!iver"Veeicday. section Residential Delivery',Circa griuture Re-qu ied ......._... ................ . . ......... _. .............._ ..... . ......_.. . ........_. .. ......... .................. ...; https://www.fedex.com/fedextrack/index.html?tracknumbers=803381491270&cntry_code=us 8/7/2013 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED ) CIVIL DIVISION PARTNERSHIP, ) No. 13 CV 1064 Plaintiff, ) NOTICE UNDER RULE 2958.1 OF V. ) JUDGMENT AND EXECUTION THEREON VISHNUDAS, LLC, trading as ) PASSAGE EXPRESS, and ART R. SMITH and ) Filed on Behalf of the Plaintiff, MANISHA SMITH, Husband and Wife, as ) PR Capital City Limited Partnership Guarantors, Defendants. ) Counsel of Record for this Party: Stephen S. Zubrow Pa. I.D. No. 43523 Dana L. Munhall PA ID No. 82583 MARCUS & SHAPIRA LLP One Oxford Centre, 35`" Floor 301 Grant Street Pittsburgh, PA 15219 (412)471-3490 t A0704254.1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED CIVIL DIVISION PARTNERSHIP, Plaintiff, No. 13 CV 1064 V. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and ART R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors,. Defendants. NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON NOTICE OF DEFENDANTS' RIGHTS TO: Manisha Smith A judgment in the amount of$49,494.11 is entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty(30)days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY(30)DAYS AFTER THE DATE ON WHICH THIS NOTICE 1S SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER,THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 South Bedford Street Carlisle,PA 17013 (717)-249-3166 A0704254.1 e Respectfully submitted, Dated: August , 2013 lj v'�� til,�it Stl5phen S. Zubrow Dana L. Munhall 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 A0704254.1 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA PR CAPITAL CITY LIMITED PARTNERSHIP, Plaintiff, V. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. CIVIL DIVISION No. 13 CV 1064 FILED -0 - IE. PRO 1H01\10 TA 1., 2014 AUG AHII: 57 CUMBERL AND COU; PENNS YLVA NIA PRAECIPE TO SATISFY JUDGMENTS AND SETTLE AND DISCONTINUE ACTION AS TO VISHNUDAS, LLC, TRADING AS PASSAGE EXPRESS, AND AJIT R. SMITH AND MANISHA SMITH, HUSBAND AND WIFE Filed on behalf of Plaintiff, PR Capital City Limited Partnership Counsel of record for this Party: Stephen S. Zubrow PA ID No. 43523 Dana L. Munhall PA ID No. 82583 MARCUS & SHAPIRA LLP Firm No. 145 One Oxford Centre, 35th 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, Plaintiff, v. VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. CIVIL DIVISION No. 13 CV 1064 PRAECIPE TO SATISFY JUDGMENTS AND SETTLE AND DISCONTINUE AS TO VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife TO: PROTHONOTARY Please mark this case settled and discontinued and all judgments satisfied as to VISHNUDAS, LLC, trading as PASSAGE EXPRESS, and AJIT R. SMITH and MANISHA SMITH, Husband and Wife, as Guarantors, Defendants. Dated: August 5, 2014 Respectfully sibmitted, Stephen S. Zubrow PA ID No. 43523 Dana L. Munhall PA ID No. 82583 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 CERTIFICATE OF SERVICE The undersigned hereby certifies that a true and correct copy of the foregoing Praecipe to Satisfy Judgments and Settle and Discontinue Action was forwarded by United States Mail, postage prepaid, to parties of record listed below this 5th day of August, 2014: Vishnudas, LLC t/a Passage Express 5114 Maple Leaf Court Mechanicsburg, PA 17055 Ajit R. Smith 5114 Maple Leaf Court Mechanicsburg, PA 17055 Manisha Smith 5114 Maple Leaf Court Mechanicsburg, PA 17055