HomeMy WebLinkAbout05-0895
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. DS -;xtS
C;u'J~8L"'L
CONFESSION OF JUDGMENT FOR MONEY
Pursuant to the authority contained in the Warrant of Attorney, the original or a copy of
which is attached to the Complaint filed in this action, I appear for the Defendant and confess
judgment in favor of Plaintiff and against Defendant for money as follows:
Amount due from 8/20/04 through 2/1105
$ 40,864.98
Attorneys' fees for enforcement and collection (5%)
provided under 919.06 ofthe Lease
$ 2,043.24
Filing Fee
$
19.50
TOTAL
$ 42,927.72
Dated: February \ S ,2005
D~~\-- ~. J~V(
<Attorney for Defendant
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYL VANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
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)
)
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CIVIL DIVISION
No. Of: -??,S C;..,~ L ~'LtL",-
COMPLAINT IN CONFESSION OF
JUDGMENT FOR MONEY
Filed on Behalf of the Plaintiff,
PR Capital City Limited Partnership
Counsel of Record for this Party:
Stephen S. Zubrow
PA ID No. 43523
Dana L. Munhall
PAID 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, PENNSYL VANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. QS- P9S
G;LL'-r~
COMPLAINT IN CONFESSION OF JUDGMENT FOR MONEY
1. Plaintiff, PR Capital City Limited Partnership, is a Delaware limited partnership,
with an address of c/o PREIT Services, LLC, 200 South Broad Street, Third Floor. Philadelphia,
PA 19102. PR Capital City Limited Partnership is the owner of the Capital City Mall in Camp
Hill, Pennsylvania and is the successor in interest to Crown American Capital City Associates,
L.P.
2. Defendant, Casa Mani Caffe, Inc., is a corporation whose last known address is
4330 Carlisle Pike, Camp Hill, Pennsylvania 17011.
3. The original instrument evidencing the obligation on which judgment is herein
confessed, or a photostatic copy or like reproduction showing the signatures of Defendant which
is a true and correct reproduction of the original, is attached hereto and marked as Exhibit I,
and is incorporated herein by reference. The instrument is a Lease dated January 20, 2003, as
amended by Amendment of Lease dated October 20, 2003, (the "Lease") between Crown
American Capital City Associates, L.P. and Defendant. Defendant is the Tenant under the
Lease, and as noted above, Plaintiff is the Landlord and the successor in interest to Crown
American Capital City Associates, L.P. under the Lease. This confession for money judgment is
warranted by Section 19.06 ofthe Lease.
4. Plaintiff avers that judgment on the Lease is not being entered by confession
against a natural person in connection with a consumer credit transaction. The underlying Lease
of real property at Capital City Mall, Camp Hill, Pennsylvania, was made as a commercial
transaction.
5. Crown American Capital City Associates, L.P. assigned the Lease to Plaintiff.
6. Judgment has not been entered on the Lease in this or any other jurisdiction.
7. Plaintiff avers that the Lease authorizes the entry of Judgment for money after an
Event of Default thereon. An Event of Default has occurred under the Lease in that Defendant
failed to make payment of rent and other charges which were due from approximately August of
2004 forward. Plaintiff gave written notice of the failure to pay on, among other dates, January
11, 2005, and more than ten days have passed after Defendant received notice of its failure to
pay without making the missing payments.
8. The itemization of the amount presently due under the Lease and without waiver
of future damages is as follows:
Amount due from 8/20/04 through 2/1105 (Ex. 2)
$ 40,864.98
Attorneys' fees for enforcement and collection (5%)
provided under 919.06 of the Lease
$ 2,043.24
Filing Fee
$
19.50
TOTAL
$ 42,927.72
2
WHEREFORE, Plaintiff as authorized by the warrant of attorney contained in the Lease
demands a money judgment against Defendant in the total sum of $42,927.72 plus costs,
attorneys' fees and interest at the Lease rate from and after the date of the Entry of Judgment as
provided in the Lease, and brings said Lease to Court to recover said sum.
Respectfully submitted,
Dated: February Ie: 2005
\>~U~ ~ . J4j~~~)
Stephen S. Zubrow
Dana L. Munhall
MARCUS & SHAPlRA LLP
One Oxford Centre, 35th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Counsel for Plaintiff, PR Capital
City Limited Partnership
3
Casa Mani cane. Inc.
UNSWORN VERIFICATION UNDER 18 PA.C.S. &4904
The undersigned hereby states subject to the penalties of 18 Pa. C.S. *4904 regarding
unsworn falsification to authorities as follows: I am a duly authorized representative of the
Plaintiff identified in the attached Complaint in Confession of Judgment for Money and that
averments of fact contained in such Complaint are true and correct to the best of my knowledge,
information and belief.
PREIT SERVICES, LLC,
Agent for PR CAPITAL CITY LIMITED PARTNERSHIP
Dated:
FebrC{4.I~ 1<:;"
,2005
By:
.,
^--/!J A~ C(
Debra Lambert
Vice President - Legal Services and
Corporate Affairs
Vcu~~
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defundant. )
CIVIL DIVISION
No.
NOTICE OF ENTRY OF CONFESSED JUDGMENT FOR MONEY
TO: CAS A MANI CAFFE, INC.
Please take notice that a judgment for money in the amount of$ 42,927.72 has been
entered against you by confession on the date below in favor of the Plaintiff.
Date:);1 11 ;ZfY';'S
I
Prothonotary, Court 0 Co
Pleas of Cumberland County
"INDENTIJRlt OF LEASE"
THIS INDENTURE OF LEASE, made 011 the ~~ day of
a"''''h~..7l;tl3... 2llll2. by CROWN AMERICAN CAPITAL CITY ASSOCIATES,
I/.P., a enns'ylvania Limited Partnenhip, by CROWN AMERICAN CAPITAL CITY
ASSOCIATES. a Delaware business 1nIst and wholly-owncd subsidiary of Crown American
Realty Trust, as Sole General Partner, with its offices located at Pasquerilla Plaza, Johnstown,
Pennsylvania 1590 1 (hereinafter called "Landlord"), and CASA MANX CAFFE
.ll_.lI:AlWJM.I., INC.,
trading 88 CASA MAN! CAFFE.
with an address at 1196 WllftllWBd had, Mnh"'aolllll'll, p.~. l1Qi9 (h=inafter called
"Tenant"). 43341 Carlble PIke, Camp BUI, P A 17011
WITNESSETH:
A. Leased Prp-ml_es.
Landlord hereby leases to Tenant and Tenant hereby renta from Landlord the store
premiSBB (hereinafter referred to as the "ptemillBS", "leased premises" or "demised premises")
llUt!ined in red on the plan attached as Exhibit "B" hereto, now erected or hereafter to be erected
IS part of a shopping center to be initially known as Capital City Mall. 3506 Capital City Mall
Drive. Camp Hill, Pennsylvania 17011-7003,
(hereinafter referred to as the "Center", "Shopping Centor" or "entire premises" and initially
comprising the area shown in Exhibit "Bj, the demised premises being measured and described
by the f(lllowing dimensions which are measured from the outside building lines of each wall of
the demised premises or, In the case (If thtlse walls separating the demised premises from other
stores in the'Shopping Center, from the center lines of such walls: (WI'K-I)
Front:
Total Area:
One Hundred Fifty
(10')
(IS')
(ISO) Square Feet,
Ten Feet
Depth:
Fifteen Feet
t(lgether with the right to the non-exclusive use in con:unon with others entitled to use same of all
. such autotnobile parking ereas, driveways, malls, courts, corridors and footways, loading
facilities and (lther facilities as may be designated by Landlord from time to time as more fully
set forth in and subject to the terms and conditions of this Indenture of Lease and the Lease
Agreement (hereinafter COllectively referred to as the "Leasej, and to such rules and regulations
for the use thereof as may be prescn"bed from time to time by the Landl!lrd.
B. I.tJ:m.
The term of this Lease shall be f(lr a period of 'five (5) vears beginning on the
"commencement dato" as established by Section 1.0l(a) of the Lease; provided, however,
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lOOZlCapltalOt1\M.a1C.<<e (revl).do<
Exhibit 1
Tenant's fixed minimum rental and other charges will ctlIIlIDeJlCe on the earlier to OCCW' of: (a)
the date upon which the TCII8IIt opens its pmtIisea for business or (b) DeulIIllor I"~
ABril.. 1003. whether Tenant is open for business or nOl
c. Fiud M~~I-am ReaL
Tenant shall pay ro Landl(lrd a guaranteed annual minimwn rent ("Fixed Minimum
Rent") as f(lllows: The Fixed Minimum Rent for each of the following periods during the tenn
of this Lease shall be:
Time Period
Annual Amount
Monthlv Amount
Years 1-5
$40,000.00
53,333.33.
Each sqch installment shall. be due and payable on or before the first day of each
calendar month in the term of this Lease, in edvance, at the office of Landlord or at such other
place as may be designated by Landlord from time to time, without any prior demand therefor
and without any deduction or setoff whatsoever, the first inatalhnent ro be paid on the
commencement date whether or not the cotIIIII/lIK)CJt date is the first day of a calendar month.
In the event that the COtlllDlmCCtllCllt date of the tenn of this Lease shall be a day other than the
first day of a calendar IIIOnth, Tenant's first payment of Fixed Minimum Rent shall be prorated
for the fractional month between the cotIIIIleI1CeIIt date and the fJrSt day of the first full
calendar IIIOnth in the tenn hereof, on a per diem basis (calculated on a thirty day month).
D. P<<emtalle Rent.
In addition ro the Fixed Minimum Rent as aforesaid, Tenant, in accordance with Section
2.01 of the Lease, shall pay ro Landlord, as additional rent hereunder (hereinsfter referred ro as
"Percentage Rent"), and as part of the consideration of the aforesaid demise, for each lease year
in the tenn of this Lease a sum equal to ei2ht oen:ent (8%) of that portion of Gross Sales (as
defined in Section 2.02 of the Lease) during such lease year which is in excess of the applicable
Percentage Rent Gross Sales Base. The Percentage Rent Gross Sales Base for the following
periods within each lease year shall be:
Time Period
Percentalle Rent Gross Sales Base
Years 1.5
5500,000.00.
E. Use of P'mml'ea.
Subject ro the provisions of Article V of the Lease, Tenant shall use the leased premises
solely for the purpose of conducting the business of: the retail sale of those items listed on
Exhibit "D", attached hereto and incorporated herein, and for no other purpose whatsoever.
F. Common Area Pavment.
On the first day (If each calendar month, Tenant shall pay t(l Landlord, in advance, .
,with(lut demand and without IlIl)' seroff or deduction, as a minimum payment on account of
Tenant's proportionate share (If the Operating Costs.(as defined in Article VII of the Lease) an
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3tr.CapllaICllyllll..ICaIre (...I~""
2
amount never less than one-twelfth (1/12*) of the product obtained by multiplying the square feet
of floor area of the demised premises by the sum ofTen Dollars (510.00), If the commencement
date hereof shall not be the first day of a calendar month, Tet1III1t's payment of its proportionste
share of Operating C(lsts for the fractional month between the commencement date and the first
day of the first full calendar month in the tenn shall be prorated on a per diem basis (calculated
on a thirty day month) and shall be paid together with the first payment of Fixed Minimum Rent.
Tenant should refer to Exhibit "A", attached hereto and made a part hereof of this Lease,
for Tenant's additi(lnaJ payment to Landlord for Tenant's Food CoW't Proporti(lnate Share of the
Food Court Seating Area Costs, which additional payment is in addition to, and not part of, any
sums due under this Section.
G. Ten.at'. Allowanu.
The Landlord shall not reimburse the Tenant on account of the cost of construction of the
items designated as Tenant's Work in Exhibit "A" attached hereto, subject to the tenus and
conditions set forth in said Exhibit "A".
Notwithstanding anything contsined in Exhibit "A" to the contrary, Tenant is not
responsible for the payment (If any Landlord-provided Construction Items; however, Tenant is
responsible for the payment of all Service Charges, as provided in Exhibit "A".
H. Seeorltv Deaosil
Tenant covenants'to pay Landlord, upon execution of this Lease, Seven ThC>II...nd Two
Hundred Fifty Dollars (57.250.00) for its security deposit. If Tenant shall not be in default
hereunder, the security deposit, unless retained by Landl(lrd as provided herein, shall be sppJied
without intenlSt to Tenant's payment of Fixed Minimum Rent for the eillhteenth ()8~ and
nineteeo1l1 () 9*) months of the term of this Lease and the remaining balance toward the
twentieth (20.) month of 1I1e term of this Lease. Landlord shall have the right to retain the
security deposit as liquidated damages in addition to all the other remedies Landlord shall have
against Tenant under the terms of the Lease herein should Tenant not open for business in the
Shopping Center, or otherwise be in default of any of the provisions of this Lease.
L Tn RelIt.
As an initial estimated payment on account of Tenant's proportionate share of taxes as
defined In Article II of 1I1e Lease, Tenant shall pay monthly, In advance, as additional rent,
together with each monthly installment of fixed minimum rent, without demand or sCtoff, an
amount equal to one-twelfth (11l2*) of the product obtained by multiplying the floor area of the
demised premises by 1I1e sum of One Dollar and SixtY-Seven Cents (51.67),
J. MarketlDl! Fundi Advertiaine,
Tenant coven8l1ts and agrees to become a member of any Marketing Fund approved by
Landlord, and to maintoin such membership throughout the term of this Lease. Tenant further
agrees to pay as its share (If the cost of the activities conducted by such association the sum of
Six Dollars and Sixtv-Seven Cents (56.67) per year f(lr each square foot of floor area contained
in the demised premises, sabject to CPI adjustment, as provided in Article XV of the Lease.
.\
D:lLecall......daMlWORDII..........-2GIZ1C.pl..ICltylMa.lC.rr......
3
Tenant shall also Jl\lY to Landlord as ils contribution to the Advel'tisi'ng Program for the
Shopping Center the sum of Three Dollars and ThirtY-Three Cents ($3.33)
per year for e8ch square foot of floor area contained in the demised premises. Tenant's
Advertising. Program payment and Marketing Fund payment shall be made in monthly
installments, together with Tenant's payment of Fixed Minimum Rent, and said Advertising
Program payment shall be subject to CPllICIjustment in the same manner as Tenant's Marketing
Fund payment as provided in Article XV of the Lease.
K. ProDOrtio..te C~t oC Sec."".
In the event Landlord elects to provide security Cor the Shopping Center, Tenant shall
pay monthly, In advance, as additional rent, together with each monthly installment of Fixed
Minimum Rent, without demand or setoff, an amount equal to one-twelfth (1/12~ of the product
obtained by multiplying the floor area of the demised premises by the amount of One Dollar and
Sixtv-Seven Cents ($1.67),
L Lease Dtleumeata.
In addition to the Indenture of Lease and the Lease Agreement, the fullowing are
attached to the Lease and are hereby incorporated in and made part of the Lease as fully as
though set forth at length in the Lease: Rider, if any, Exhibit "A", Exhibit "B", Exhibit "C" and
Exhibit "D",
IN WITNESS WHEREOF, the parties bereto, inteoding to be legally oound hereby,
have caused this Lease to be duly executed the day and year first above written.
(Corporate Seal)
CROWN AMERICAN CAPITAL CITY
ASSOCIATES, LP., A PENNSYLVANIA
LIMITED PARTNERSHIP, BY: CROWN
AMERICAN CAPITAL CITY ASSOCIATES,
A DELAWARE BUSINESS TRUST AND
WHOLLY-OWNED S IDIARY OF CROWN
AMERICAN REA[; TRUST,
AS SOLE G ARTNER
ATI'EST:~~.lfJj
ROD.1eI P. RlIIlDIlk
Secretary
BY:
(Corporate Seal)
CASA MANI CAFFE, INC.. D/B/A CASA MANl CAFFE
MANI eMIR..
ATI'EST:
BY:
Secretary
D:\LqIJ\BrendaM\WORDuBdeJliI:Urtt-1D01\C.pltlIOlf\MaaiClfre.doc:
4
. RIDER
Teaaat', Rlgllt to Early TermIIlatlon:
Tenant may, at its option, elect to terminate this Lease on the last day ofthc thirtieth (30~ month
of the Lease term ("Termination DateM) provided Tenant sball notify Landlord in WJiting of
Tenant's election to terminate no Iatcr than the end of 1he twenty-fourth (24~ month in the term
of the Lease. To be effective. suc:b notice shall be BCCOql8lIied by a certified check, payable to
Landlord, in It1l1Dl)UDt equal to 525.000.00, which sbaII be considered to be an early termination
fee, and as sucb, shall not reliew: Teaant of its obligation to pay all sums due and accruing lIlIe1er
the terms of the Lease through the Termination Date.
Tenant's election to terminate the Lease, as aforesaid, sbaII be effective only if the election i$
made: durina the time period herein provided, with time being of the _ce, and ifTenant is not
in default (If any of its obligations lIlIe1er the Lease either on 1he date notice of tennination is
given or on the Termination Date.
The rights conferred to Tenant by this provision are persoD<o this Tenant IIIld will be null, void
IIIld ofno effect to any assignee, or subtenant wbc:ther by voluntary transfer, by operation oflaw,
orpmnitted by the terms of this Lease.
\\Ed..\a~doM\WORD\Ia_no\IND~_._....\I.....tu<...
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5
TAB'" OF COIlTISIIl'll
ARTICLE 1......................_...._",...__.._..........__._..._.............___.............................._.............. J
TERM........................ .............................................................................................................. 1
SECTION 1.01. Commencim. of the Term............................................................................ 1
ARTICLE n......._._._...._..._.._........_...._._..._.............._._._......_......._........_......1
RENT ...................................................................................................................................... 1
SECTION 2.01. Pc.............. Rmit.......................................................................................... 1
SECTION 2.02. Groaa II."'" Detined........................................................;.;......................... 2
SECl'10N 2.03. Pe~t:a~ Rent StAt~t8. ........n.................................~........................... 3
SECTION 2.04. 1'.tI.B!-.........................................................................................................4
SECTION 2.05. ,AMltlnn.l Rent.......................;..........................;,....................................... 6
ARTICLE m.:...........__..._..._...........___.........._............._....._......_......_................___....6
BOOKS OF ACCOUNT AND AUDrt........................................................................................... 6
SECTION 3.01. Tenant's """'nM.. ....................................................................................... 6
SEC1l0N 3.02. &lllU. ......................................................................................................... 6
ARTICLE IV _............._............._.............._............._...................___.................._....._...... 7
CONSTRUC1l0N OF LEASED PREMISES ............................................ .................................... 7
SECTION 4.OJ. Construction bv I...ndlnnl. ..........................................................................7
SEC1l0N 4.02. TenIInes ImDrovemeDlI and Fixtures. .........................................................7
SECl10N 4.03. Fin..ncinlr. ................:...............'..................................................................7
SECTION 4.04. Excu.... or Performance. .............................................................................. 7
ARTICLE V......._............._.._..__.........._......~............................_....._............_......_.....8
CONDUCT OF BUSINESS ........................................................................................................ 8
SECTION 5.01. Use oCPromjlles. ......................................................................................... 8
SEC1l0N 5.02. StorruI:e.......................................................................................................8
SECTION 5.03. Additional Uae of the Premi""".................................................................... 9
SECTION 5.04. Rul... and Reaulations.............................................................................. 10
ARTICLE VI ........._........................................._..........._..._...__..._........_....................._.......... 10
GRANT OF CONCESSIONS ........................................................... ......................................... 10
SECTION 6.01. Conditions to Grant. ................................................................................. 10
ARTICLE VU.............._....._..........................._.._........_...._._..._.........-..........................11
COMMON AREAS .................................................................................................................. 11
SECTION 7.01. Definition. ControL ................................................................................... 11
SECTION 7.02. Psrkintr Facilitlea. .....................................................................................11
SECTION 7.03. Roof. W~bI. ChAn..... and Additions to C"~nter........................................... 12
SECI'10N 7.04. Ridlt to R,.l~. ...........................................................................!......... 12
SECTION 7.05. -....,................................................................................................. 12
SECTION 7.06. Common Area Pavment. ........................................................................... 13
SECTION 7.07. Prooortionatll Cost of Seeuritv. ................................................................. 14
ARTICLE VUI_....._......_.._......_.............._....H......._.._...................._.................................._........ 14
SIGNS: AWNINGS; CANOPIES; FIXTURES; ALTERATIONS ..................................................... 14
SECTION 8.01. Sims. AwninllB and Canooi.... .................................................................. 14
SEC1l0N 8.02. Prooertv in !lemi_ Premises................................................................... 15
SECTION 8.03. ImDrovements and Alterations.....................:..............."......................,.... 16
ARTICLE IX ........................._........................._..........._......................................................._............ 16
MAINTENANCE AND REPAIR; SURRENDER OF LEASED PREMISES...................................... 16
i
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SECTION 9.01. Reoairs and Maintenance bv Tenant. .......:................................................ 16
~~g~ ~:g~: ~~~d~ :;or:::;.;~~.:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ~ ~
ARTICLE Xa_____......_~............._..............-.........................................._........._........._n....18
lNDEMNIFTCATION; SOBROGATION................:..................................................................... 18
SECTION 10.01. Indemnillcatlon and Waiver ofCI.;m ....................................................... 18
ARTICLE XI ................_...................................................._.............__......_........._........_.........._ 18
INSURANCE . ... ................................................................................ 18
SECTION jioi..i;:.;;;~.;;;~:::::::.:::...:................................................................................ 18
SECTION 11.02. Insurance Proviol!ln.. ............................................................................. 19
SECTION 11.03. EO'eet'on In.urance................................................................................. 19
ARnCLE XlI_......_..._......_..............._.............._..........._.-..
, ..............._....._.....-.-10
'UTlJJnES ........ ...:............................................................................................ 20
SECTION'j':i:oi" uiiliti;,~..:............................................................................................:.:. 20
SECTION 12.02. A_1ication For Utilities. ......................................................................... 20
SECTION 12.03. Overatlon ofK_dnlt and Air-Conditionlnll.............................................. 20
SECTION 12.04. Utility Ch........ DefmecL............................................................................ 20
ARTICLE xm ................._.............._..............................__......;.........._._................__._.........21
ESTOPPEL CERTIFICATE; SUBORDINATION; ATTORNMENT ........................................... ...... 21
SECI10N 13.01. ~lt:ion of Eatonnel l',mfil"Jlt",. ...........................................................21
SEC1"ION 13.02. Failure to ~'I"'" ~ l""#I"t1f;lI"$It~ ............................-....................... 21
SECTION 13.03. Subcm:linsd!ln and Attornment. ............................................:.:............... 21
ARTICLE XIV......_.._................_............._.............._..._............._.....................__"'___............11
ASSIGNMENT AND SUBLETl'lNG .......................................................................................... 22
SECTION 14.01. As.;.....-n( and SubJettino:..................................................................... 22
SECTION 14.02. ADD1ication to .....;.... or Sublet. .............................................................. 23
SECTION 14.03. CODV' of AJt&imment or SubJ~AP.. ............................................................ 23
ARTICLE XV _.............._..............................._.._................._............_...__................_....... 23
MERCHANTS' ASSOCIATION; PROMDnON FUND; ADVERrlSING ......................................... 23
SECTION 15.01. Mercl1antsl A~Rt1on. Promotion Fund and Advertisiml ......................23
ARTlCLE XVl....._.._....,._.............................__._...........-.................._....._..........._................25
DESTRUCTION OF LEASED PREMISES................................................................................. 25
SECTION 16.(1l. Total or Partial n......'~H^" ....;............................................................... 25
SECTION 16.02. Partial Destruclinn ofSh<mainll Center. .................................................. 26
ARTlCLE XVlI_._.........._..................._._._......_.._............_......___...__........:.~......... 26
EMINENT DOMAIN ................................:............................................................................... 26
SECTION 17.01. Total C""demnatUm. .............................................................................. 26
SECTION 17.02. Partial COnh.....aHntt. ............................................................................26
SEC'l10N 17.03. Partial ~'II'I"lItinn ofShoDDina ~ter.................;............................. 27
SECJ10N 17.04. I..8:ndlord's na"".~.. .............................................................................. 27
SECTION 17.05. Tenant's Damue.. ................................................................................. 27
ARTlCLE XVIIL................._............_..........._..._............._._..............._....._....._......_._....27
BANKRuPTCY OR INSOLVENCY ............................................................................................ 27
SECTION 18.01. BankroDtcv or Insolvencv. ......................................................................27
ARTICLE X1X..__.__...;._..............._.._......_....._.._............__........_..._......................_..........28
EVENTS OF DEFAULT; LANDLORD'S REMEDIES ....................................... ........................... 28
SECTION 19.01. EventS of Default. ................................................................................... 28
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SECTION 19.02. Deliben1!1: Ewnto ofDefault.................................................................... 29
SECTION 19.03. T~;".tion............................................................................................29
SECTION 19.04. Rildtt of -"_.'~ft , ................................................................................ 29
SECTION 19.05. Additionallf"""'~i~. of Landlord............................................................. 29
SECl10N 19.06. eo"'-.;",, of Judmnent. ........................................................................ 30
SECl10N 19.01. Wai....... ................................................................................................. 31
ARTICl.ltXX___..._......_..___._....._............_............___................................31
MlSCEu.ANEOUS ................................................................................................................. 32.
SECI'lON 20.01. Acce..bv Lancl)(lrd................................................................................. 32
SECl10N 20.02. Holtlino! o...r. ......................................................................................... 32
SECl10N 20.03. ~'~-_ra. .......................................;..............................................,..... 32
SECI'lON 20.04. OUiet Eni<mnent........................................................................... .......... 32
SECI'lON 20.05. l'iIlm. ................................ ................................ ....... ................... ......... 33
SECI'lON 20.06. eu_ and U..... ................................................................................ 33
SEC110N 20.01. .t..t"tY1lm and h.;IrfA...nnn~.u........................................................................ 33
SECI'lON 20.08. Perf,...,..."'" ofTensnt's Covenanto. ....................................................... 33
SECI'lON 20.09. Entiie ~nt.................................................................................... 33
SECI'lON 20.10. No Partnerahin. ...................................................................................... 34
SECI'lON 20.11. Nntl.... .................................................................................................. 34
SECI'lON 20.12. r..."rinn.and Index................................................................................. 34
SKC'TION 20.13. TftJl8Dt.Def'med.: UIIe of Pronoun. ....................................................H..... 34
SECI'lON 20.14. NentLm of_nlll. Liabilitv.................................................................. 35
SECTION 20.15. Rf&ri ofCloverl'm""tall.imlt.atinn on Rento and Other ChsNOeB. ............. 35
SEC110N 20.16. Partia11n_n,u~ Senarae C'..ovm\anta..................................HO................ 35
SECTION 20.17. RecordinlL ..............................................................................................36
SECTION 20:is. Brakerue CommiBai!ln.....................................................................,..... 36
SECI'lON 20.19. Conetruction. ......................................................................................... 36
SECl10N 20.20. ---.,ltv. .............................................................................................. 36
SECI'lON 20.21. ehni... of Law. ..............................................................,......................... 36
SECI'lON 20.22. Joint PreDlll1ltinn....................................................................................36
SECI'lON 20.23. Interlineation. ......................................................................................... 36
SECI'lON 20.24. Suhml..lon ofLeaae to Tenant. .............................................................. 36
iii
D,lLqaau-1IodIuICROWN MASTER UMI!: BODy.....
(11-17-99)
\.
,
\
LBA8B~
ARTICLB I
TBIlJI
SECTION 1.01. CommencinJr of the Term.
(al TI1e 'original term' pf this Lease (hereafter defined) and Tenant's obligation to P"Y
rent and oocupy the demised premises In accordance with the terms hereof shall commence on
the ear1ier of the following dates (such earlier elate being herein ca1Ied the "commencement date'):
(II on the date set forth in Section -S' of the Indenture of Lease or (21 the date on which Tenant
shall IirBt open the demised premlsea f!lr business.
(hI At any time after the commencement date of the term of the Lease the parties
shall el<eCUte and deliver to each other, at the option of Lancl)(lrd, either an instrument In
, recordabllo form or a Ilotter agreement prepued by LandkInI, wherein Tensnt shall: (1) certify that
the Lease is in run force and effect and (2~ certify the CQtt1menc:ement and tennino.ti!ln dates of the
original term of this Lease.
(c) This Lease and the tenancy hereby created shall cease and determine at the end
of the term hereof without the necessity of any Mtice from either Landlord or Tenant to terminate
the same, and Tenant hereby waives notice to weate the premi_ and qrees that Landlord shall
be entitled to the benefit of all provieions (If law respecting the sumDWy recoveIj' of posaeasl(ln of
premises from a tenant holdina """r to the same extent 811 if statutory notice had been given.
(d) The peri<Jd commencina on the date hereof and terminating on the date
immediately prior to the commencement dllte is hereby referred to as the "initial term'. and the
period from the commencement date to the elate of the expiration or earlier termination of this
Lease shall be referred to herein BB the 'original term'. For the purposes (If thiB Lease the words
.the term oC this Leuc' IUld 'term hereof" 8hal1 be deemed to _an the initial term and the
original term of this. Lease and all extensions Or renewals thereof.
ARTJCl.B n
RUT
SECTION 2.01. "'"'"""""''''' Rent.
(a' The Percentage Rent shall be payabllo without prior demand and without any
setoff or deducti!ln whatBOe\ler st the Umea set forth hereinafter at the place then fIXed for the
payment of Fixed Minimum Rent. ,
(hI N(lt later than thirty (30) ~ after the tlXplratkln (If the first 'lease year'
(hereinafter defUled) of the term hereof and, unless LandkInI """rcises its option as set forth in
the next sentence hereof, thereafter not later than thirty (30) days after the expiration of each
subsequent lease year in the term hereof, Tenant shall pay to Landlord the Percentage .Rent due
(or the lease year in question. In the event that Percentage Rent 8hal1 be ~b1e for any lease
year in the term hereof, after the explratlon or the first Jeaae year containing twelve (12) compllote
calendar months, Landlord, at Lancl)(lrd's option to be exercised by written n(ltice to Tenant, may
require Tenant to ~, 88 additional rent, together with each monthly installment of Fixed
MinimulD Rent due hereunder commencing with the IirBt such ~ent due lnunediatc1y after
the receipt by Tenant of such notice an amount equal to one-twelfth II/12th) of eighty percent
(80"..!.1 of the Percentage Rent ~ble for the immediately pn:cc:ding 1eue year. Thereafter,
Tenant shall continue to pay such estimated payments of Percentage Rent together with each
lllllnth\Y installment of Fixed Minimum Rent due (or each ca1endar month in the term hereof;
provided, however, that the amount of such eatlmated monthl,y p8)'ments oC Percentage Rent
may. at Landlord's option, be adjusted at the expiration of each subsequent lease year after
receipt by Landlord of Tenant's statement referred to in Section 2.03(h) to an amount equal to
one-twelfth (1/12thl of eighty percent (80%) of the Percentage Rent ~ble for the lease year
lnunediate{y preceding such adjustment and commencing with the ~ent of Fixed Minimum
Rent due immediately after ~pt by Tenant of notice of such adjuetment. Tenant shall Cllntinue
to pay such adjusted am"",nt until the next adjustment. Although estimated Percentage Rent
shall be p~ble monthly as aforesaid, the final computation and payment .hall be on an annual
basis. .
I
D:lLc&al\Loue BodIetlCltOWN MA~R Ll!ASE BODY.4o<
(11-17-991
Icl Whenever used in this Lea"" the words "lea"" year" ahall mean the twelve (12)
full calendar months of the teml commencing with the first ~ of the te"" of this Lease, provided
the commencement of the term (If this Lease is !In the lir1lt ~ of the month or, if the term of this
Lease commences on any ~ other than the first ~ of the month, then with the f\l'8t ~ of the
month immed1ately f!lllowing the commencement date and each succeeding twelve (12) month
period. In the event that the first or laat lease year .halI consist of less than twelve (12) full
calendar months, the Percentage Rent 0""", Sales Bue for such ab(lrter lease year abali be
deemed to be that portion of BUch Bales Bue (lbtained by multipl,ying the applicable Percentage
Rent GroN Sales Ba"" set forth in the .Indenture of Leue by a fraction, the numerator of which
aball be the number (If days contained in Such aborter lease year and the denominator of which
shall be three hundred sixty-five (36S). en the event the amount oC the Percentage Rent Gro....
Sales Base set forth herein is subject to adju.tments during the term oC this Lease, and the date
on which such adjuatment is t(l occur (hereina1ler referred to .. the 'Rental A<\justment Date") is
other than the llrat d~ of a lease year, the Percentage Rm>t Grooe SaIea Base for the lease year in
which the Rm>tal Adju.tment Date .halI fall shall be. the aum, of; (a) the Ieeaer Percentage Rent
Grooa Sales Base ""t forth in the Indenture of Lease mu\tiplied by a fraction, the numerator or
. . which ahal1 be the number of days in the period commencing on the first d~ (If the lease year in
which the Rm>tal A(ljustment Date shall fall and ending !In the ~ immedia~ prior to the
Rm>tal Adjustment Date and the denominator of which shall be three hundred sixty-five (365),
plus (h) the greater Percentage Rent Oro88 SaIea Base set forth in the Indenture of Lease
multiplied by a fraction, the numerator (If 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 denomlnstor of which shall be three hundred sixty-
five (365).
(d) It is expressly understood and agreed that Landlord does not Cllnsider the Fixed
Minimum Rent in itaelf a fair and adequate rental for the demised premlsea and would not have
entered into this Lease un....... Tenant had obligated itself to ~ Percentage Rm>t w.hich Landlord
expects to supplement the Fixed Minimum Rent to provide such fair and adequate rental return.
Therefore, if, in each of at Ieaat two (2) of the first three (3) fun \ease years in the term hereof,
Tenant ahall not have been ob1igated to pay Percentage Rent in the amount lIB set in the
Indenture or Lease, Ls.nd\(lrd ma,y, at its option, (1) terminate thia !.ease upon written notice to
Tenant given at any time within six (6) months a1ler the receipt by Landlord of Tenant's annual
statement of OroBB Sales for BUch third fun 1ease year, (or, if earlier, the due date there!lf) and
this Lease shall terminate and be null and void sixty (60) days a1ler delivery of such notice; or (2)
dccreaae the Percentage Rent Gross Sales Base set forth in Section "V" of the IndenlUJ'e of !.ease
to an amount equal to the Gross Bales reported by Tenant at the end of the lease year
immediately preceding the date on which Landlord makes the election hereunder. Tenant ahalI
thereafter pay to Landklnl Percentage Rent In """"as of the decreased Percentage Rent Gross
Sales Bue for each lease year during the remainder of the term of thlB'Lease (including the \ea""
year during which the Percentage Rent Gross Sales Base haa been decreased), and each \ease
year thereafter.
SECTION 2.02. Groos ".1~. Defined.
(s) The words "Gross Sales. as used herein shall mean the gross amount of all sales
of all goods, wares and merchandille sold and all services performed by Tenant and/or by any
eubtenant, licensee or conce.si!lnsire in, at or from the demised premises (Including. but not
limited to, catalogue aaIea made at or from the demised premiBesl, whether for cash, credit (lr
other consideration, with wch other consideration being deternUned at fair market value and
financing chatges on all Oroas SsIea {without reserve or deduction for inability or failure to
collect) including, but not limited to, SUch oeIes and services (1) as a result of tran88.etions
origil1,ating in, at or from the demised premiBea, whether delive.... or performance is made from the
demised premises or from some other place; (2) pursuant to mail, telephone, telegraph, closed tv
Circuit, Dia1~A-Buy, e1ectronkJ video, computer, or other techn.ology..b8JJed .yatema and other
devices. automated or otherwise, whether existing now or developed In the future whereby orders
are received 'at or supplied from the demised Pt'!'m!aes or (3) which Tenant or any subtenant,
licensee or concessionaire in the normal courae or ita buolneaB would attribute to its operations at
the demised premises. Ora.. Soles also include all deposito not refunded to purchasers. Each
sale upon installment or credit shall be treated as a sa1e for the run price in the MOnth during
which such B81e shall be made, irrespective of the time when Tenant shall receive payment
2
D:Il4aN.ule BodIcIICROWN MASTER LEASE BODy.....
(11-17-99)
I
therefor.
(hI TberoUowing shall be deducted from Gross Sales if (lrigIna1ly included therein, or
e.:cluded therefrom, as the case may be, 'provided separate records are supplied supporting such
deductions or exclusions, namely. (1) any exchange of merchandise between _ of Tenant
where such exchange is made 1lO1eJ,y for the convenient operation or Tenant's business and not for
the purpose or consummating a sale made in, at or from the demised premiaea, (2) returns to
shippers or manufacturers, (3) cash or creclit tefunds to CUlltomera on transactions (ltherwiae
Included in Groas Sale', 141 sales !If fixtuRll, machinery IUld equipment after use thereof in the
conduct of Tenant's businesa in the demised premlaea, (51 amounts collected and paid out by
Tensnt for any aalea _ iInposed by any dUly constituted gowrnmental authority provided such
tax is both added to the seIlinS; price as a separate and distinct amount in addition to the regular
price of Te1lBnt's merchandise and paid to the weinS; authority by Tenant (but not by any vendor
of Tenant). (6) the amount or any diBc!lunt !In aa1ea to employees, and (7) receipts from the
permitted ~ telephone and vending machines referred to in Secti!ln 5.03(rl. No value-added -,
and no franchise (If capital atQck _ and no inc:ome, s;roea receipts (lr a1mllar tax baaed upon
ineome, profits or groaa recelpta as such shall be deducted from Groea Salea.
SECTION 2.03. Pe"",ntA_ Rent Statements.
fa) N(llater than the thirtieth (30th) ~ after the end of each calendar month in the
term hereof, Tenant shall submit to Landlord an itemized and accurate written statement signed
by Tenant, ita duly auth!ltized ofticer or duly authorized representative, reflecUng the run amount
of Gross Sales made during the preceding ca1endar month. If the CXJmmencement date hereof
ohtill not be the first day of a calendar month, the period between the commencement date and
the fU'BI. day or the first full calendar IDQIIth in the term and Tenant's Groaa Sale8 during such
period ahalI be added to the lirat <:alendar month for both the purpose of the computation or
Percentage Rent and the purpose oC reporting of Grosa Sales. . .
(hI N(lt later than the date set forth in Section 2.01(h1 hereof, Tenant shall submit to
Landlord a complete written statement or Tenant's Gross Sale. for the preceding lease year in
IUch reaIQnable detail 8B reque.ted by Landlord, certl1led by Tenant, Its duly auth!llized olf'u:er or
representative, aCCllmpanied by 8 certl1led statement signed by Tenant'a regularly engaged
independent public accountant _Ung that the Groaa Sales reported by Tenant are in accord with
the amount thereoC set forth on Tenant's regularly maintained books and recorda.
Simultaneou81y with the deliveJy or the statement referred to in the preceding sentence, Tenant
8hal1 ~ to Landlord the full unpaid balance !If the Percentage Rent due and payable for 'Uch
lea"" year, if ....y. In the event Tenant is making estimated payments of Percentage Rent and
Tenant is not then in default hereunder or otherwise Indebted to Landlord, any exce&8 of
estimated Percentage Rent that Tenant may have paid for such Jeaae year """r the Percentage
Rent actually due for .uch lease year shall be refunded to TenlUlt within thirty (30) days;
provided, if such oVelpayment is for the Ia.t lea.., year, Landlord 8hal1 not be obligated to refund
to Tenant the amount (If such ~nt until Tenant has tUllY performed all of its ob1igaUons
under the Lease, is not indebted to Landlord and has vacated the demised premise. in
8ClCordance with the provisions (If thls Leue. In the event Tenant is indebted to Landlord for any
reason whatsoever, Lancl)(lrd ma,y deduct such amount owed from ...ch,overpayment.
(e) The aeceptonce by Landlord of paymento of Percentage Rent or reports thereor
sbtill be without prejudice, and shall in no event constitute a waiver of Landlord's rights to claitn
a deficiency (If such Pereentage Rent or to audit Tenant's books and records a. set forth in
Section 3.01 hereof. '
(d) If Tenant shall fail tn deliver suelt stotement as required by Section 2.03(h),
within the period set forth therein and sUCh failure shall C!lRtlnue for ten (10) daya after the date
of written notice of IIUch failure from Landlord, Landlord shall have the right thereafter to employ
a certified public accountsnt to make such examination or Tenanb book. and records as may be
necessary to certify the amount of Tenant's Gross Sales for said lease year, the certification so
made shall be binding upon Tenant and Tenant shall prompUy P"Y to Landlord the co.t of the
examination, together with the fun balance of Percentage Rent due and payable for said lease
year. In addition, Landlord ma,y treat the failure to deliver such statements within ten (101 days
after the aforesaid notice as 8. Deliberate Event of Default.
(el Tenant's obligations under this Section 2.03 shall survive the expiration or
earlier termination of this Lea..,.
3
D:\Lq11\Lcue BodI..\CROWN lIIASnR LEASE BODY_
(U-17-99J
SECTION 2.04. TIm.
(a) For the purposes of this Section 2.04. the word "taxes" shall include all taxes
attributable to improvements nQW or hereafter made to the Shopping Center or any part thereof
or attributable to the present or future instal1ation in the Shopping Center or any part thereof of
lixturea, machineIj' (lr equipment, all real estate taxes, IlB8elIIIIIlents, ron-back talteB or,
a_nts, water and sewer rents and other governmental impoeltions and chatges of every
kind and nature whatsoever, nonrecurring as well as recurrlntl. special or extraordinary ... weD
as ordinaty, fMeseen and unforeaeen, and each and every insta1lment thereof, which aball (lr may
during the term of thie Lease be levied, as_tee! (lr imposed, (lr become due and peyable or
become . liens upon, or anile in connection 'With the use, occupancy or potl8e"lsian ot, or any
Interest In, the Shopping Center or any part thereof, or any land, buildings (If other
improvemento therein and all coats and fees incurred by Landlord in contesting and/or
neg<>tiating aaid _, Jesa all amounts paid as _ to Landlord by the o<:cUpants of any
"Separately Asseoeed 1'temi8ea" (as defined in Section 2.04(dl hereoll. The word 'taxe." shall not
include any chatge, auch as water meter chara'e and sewer rent based thereon, which ia
measured by the consumption by the a<:tual,uaer or the item or service Cor which the c!uujje is
made.
(hI For each '1'ax Year" (as defined in Section 2.041el hereof) during the term (If this
Lease, Tenant abalI pay to Lancl)(lrd .. additional rent (hereinafter ca1IecI '1'ax Rent"), the amount
(lbtained by multiplying the total or all taxea payable during such Tax Year by a fracti!ln, the
numerator of which shall be the square feet of aoor area of the demised prell:1iBes and the
denominator of which aha1l be the square feet of all "leasable t'klor area" (sa defined in Section
2.04ldl hereof) in the Shopping Center Cllmputed BB of each clan: Landlord bas a right under
Section 2.04lc) to bill Tenant f(lr an instal1ment of TBlt Rent. On account of Tu Rent, Tenant
shall pay monthly, in advance, as additional rent, together with each monthly insta1lment or
Fixed Minimum Rent, without demand or oetotf, the am!lunt set IOrth in Section "I" or the
Indenture (If LeaSe. Such amount may be acijueted by Lancl)(lrd at any time during the term
hereof to an amount equa1 to one-twelfth (1/12).or the Tax Rent pa.ysble by Tenant for the
preceding Tax Year. If Tenant's peyment (In account of TlllI: Rent for any Tax Year exceeds the
actual amount paysble by Tensnt as Tax Rent for such Tax Year and Tenant is not in deCault
hereunder or otherwise indebted to Landlord, Landlord shall credit such exce88 t(l Tenanes future
tax oblipli(lns; provided, if such overpayment is for the last Tax Year, Landlord shall not be
obligtlted to refund to Tenant the llID<lunt of such owerpayment until Tenant has fully performed
all of ito obliptions under this Lea.." is not indebted to Landklnl and has vacated the demised
premises in accordance with the provisions hen:of. In the event Tenant is indebted to Landlord
for any reason whataoever, Landlord may deduct such amount owed from such overpayment.
(el Landlord shall hav.= the right to bill Tenant for Tax Rent during each Tax Year
after each receipt by'LandI!ltd or a bill, aaseaament, levy, notice or imposition or lither evidence of
taxes due or payable all or which are hereinafter collectively referred to &8 a "tax bill" (whether
lIUch bill is a Iinal bill, an ""timan: or annual _ or representa a tax bill based upon a tinal or
partia1_ment or determination). Tenant aball pay the ba1ance of its Tax Rent within thirty
(30) days of receipt from. Landklnl of a written statement setting forth the taxes for which
Landlord has received a tax bill, Tenant's. sha.J:e of taxes, and Tenant's paymenta theretofore made
on account ofTu Retlt. In rna1dng the computationsu af(lreaaid, a tax bill or photooopy thereof
submitted by Landlord to Tenant sball be conclusive evidence of the amount of the _ included
in the computation of the Till[ Rent in question; provided, however, Lancl)(lrd shall have ~ right
to bill Tenant for Tenant's, share of the Tax Rent for the laat leaee year in the term hereof whether
or not Landlord shall theretofore have received a tax bill covering the period frollJ the date of the
tax bill which formed the baaiB of the moet recent installment on account of Till[ Rent billed to
Tenant to the expiration of the term hereor. U Landklnl hall not received a tax bill for such
period, Landlord shall estimate the amount of such last Installment of Tax Rent on the baols of
information contained in the tax bill m(lst recently reoeiYed by Landlord, subject to adjustment
when Landlord receives a tax bill which includes the period from the date of such tax bill to the
expiration of the term hereof. Tenant shall p"y llUch adjusted amount upon billing by Landlord.
(d) For the puxposes of this Lease, the word. "Separately Asseaaed Premise." .hall
mean only each (If the foll!lWing portions of the Shopping Center which are in fact separately
assesaed or for which the amount of taxes actually asseoeed is readily ascertainable or which are
used in connection with the operation of a department .tore or portions uf the Shopping Center
which are owned, leased to or otherwise occupied by a department store .or portion. of the
4
D:lI40111.e&tc llo4ieJ'CROWN MASTER LEASE BODY.doe
(11-11-99)
--
Shopping Center which are owned, leased to, or otherwise occupied by a variety or specialty store.
For purposes of this Lease a "variety (If specialty etore' is an o<:CUJ>!Ult ....hich leases or oocupies
15,000 equare feet or more or building apooce in the Shopping Center. For the purposes of this
Lease the words "leasable floor area" 8balI mean the square feet (lfj\c>or area in enclosed buildings
which are erected on portions of the Shopping Center other than SeparatelY Assessed Premises
and which are deolgned exclusively for use and occupancy by tenanta other than occupanta of
SePllnltely Aaseased PremiBes and which are (lpen f(lr business by such tenanta.
(e) For tJ!e purpose of thiB Lease the words 'Tax Year" shall mean the twelve 1121 full
calendar months of the term C!lmmencing with the JanUBIj' I et immediately following the
commencement date and ending December 31 et of such calendar year and each succeeding
, twelve (121 month period th~ commenclrig in the term of this Lea..,; provided, however, the
first Tax Year 8hal1 Cllmmenoe on the commencement date and terminate on the immediately
succeeding December 31st.
(I) If for reasons other than Tenant's derault the term of this Lease termlnatea on a
date other than the last day (If a Tax Year, Tenant's Tax Rent shall be equitably pro-rated.
Notwithstanding anything ~to the contraIj'"!'or the purpose of comp,.ting the Tax Rent due
for the lirat Tax Year, all taxes (equitably pro-rated) payable during the calendar year in whieh the
lirat Tax Year shall fall shall be deemed peyable during the first Tax Year.
(g) If, after Tenant shall have made the requimi annual payment of Tax Rent,
Landlord shall receive a refund of any portion of the taxes included in the computation of such
Tax Rent, provided Tenant is not then in default hereunder, Landklrd shall credit to Tenant that
percentage of the llet refund after deducting all coato and expenaea lincluding. but not limited to,
attorneys' and appraisers' fees) elqletlded or incurred in obtaining such refund, whieh the portion
of the taxes in question paid by Tenant bears to the entire amount of such taxes immediately
prior to the refund. Tenant shall not institute any proceedings with respect to the aaaessed
valuation of the Sh(lpping Center or any part thereof for the purpose or securing a tax reduction,
In the eoent the Landlord shall retain any consultant to negotiate the amount of taxes, tax rate,
a_ssed value and/or other factors Inlluencing the amount of taxes and/or institute any
administrative and/or lep\ proceedings challenging the tax rate, a..~.sed value or othet factors
Inlluencing the am(lunt of -. whether or not such acti!ln results in a reduction in the amount
of taxes, Tenant's Tax Rent shall include the portion of the aggregate of all such reasonable rces,
reasonable attorneys' and appnUaeA' fees IUld till disbursements, court costo and other similar
items paid (If incurred by Landlord during the applicable Tax Year with respect to such
proceedings which is obtained by multiplying the "lllJl't'gate of such eums by the fraction set forth
in Section 2.04(b1 hereof.
(h) If at any time during the term of this Lease, under the Ia_ of anyone or more
jurisdictions in which the Shopping Center is located, a tu, impooltion, chlUF, _ment, levy,
excise or license fee is levied (In, imposed against or measured, computed or determined, whcther
as a substitute or not for the wh(lle or any part of the taxell now levied, aaseased or imposed on
real estate as such, or there 8hal1 be levied, assessed or imposed (1) a tax on thc renta received
from such real estate, (If (2) ,a lioense fee measured by the rents receivable by Lancl)(lrd from
Landlord's Parcel (lr any porti!ln there(lf, or (3) a tax or lioense fee imposed upon Landlord which
is otherwioe measured by or baaed in whole or part upon Landlord's Parcel or any portion thereof,
(lr (4) an income or franchise tax, then the same ahaII be included in the computation (If taxcs
hereunder, computed as if the. amount of such tax or fee sa payable were that due if Landlord's
Parcel were the (lnly property of Landlord subject thereto. In IlII.dition to the foregoing, sh(luld
any governmental authority acting under lU\Y existing or future law, ordinance or regulation, \evy,
assess or impo'" a tax, excise and/or assesament upon Qr aplnst this Le..., the execution
hereof and/or thc Minimum Rent, or any item (lr additi!lnal rent payable by Tenant to Landlord
whether by way Qr substitution for or in addition to any existing tax or otherwise, and whcther or
not evidenced by docwnenla1y stamps or thc like, TenatJt shall be responsiblc for and shall p"y
such tax, excise tmd/or assessment, (If shall reimburoe Landlord for the amount thereof, all the
case may be.
(i) Tensnt's obHgations under this Section 2.04 shall survive the expiration or earlier
tennination of the term of this Lea.." '
(j) In the event of any dispute as to the floor area in the' Shopping Center (lr any
portion thereof (other than the 1eaoed premises which shall be determined by the proviSions of the
Indenture or Leasel, .the detennination of Landlord's architect shall,be binding upon the parties.
Z
D:\LcpNatc IIodI..ICROWN MASTER LEASE IIOf)Y.doc:
(1I-17.m
-
SECTION 2.05. Additional Rent.
AU sums of money or charges required to be paid by Tensnt under,thiB Lease, whether or
not the same are designated "additional rent", shall for all purposes hereunder be deemed and.
shall be paid by Tenant as rent. It lIUch aM(lunta or chatges are n(lt paid at the time provided in
this Lease, they aha1l nevertheless, if not paid when due, be collectible as rent with the next
instaUment of Fixed Minimum Rent thereafter falling due hereunder and shall bear interest from
the due date the"",t to the dale of ~ent at the highetlt rate allowed by law.
AR1'U:LII\ m
BOOKS OF AOOOUlft AXD AWl!'
SECTION 3.01. Tenant's Records.
Is.) Tensnt covenanta and qreea that the buain_ of Tenant IUld ot any subtenant,
licensee or conceaaionaire upon the demised premiaelI ahall be operated 80 that a duplicate daud
wee slip, dated invoice or dated cash register receipt, aerially numbered, shall be iBBUed with
each sale or tran88.ction, whether for c:uh, credit (lr exchange, and t!l record all c:aah aa1ea Tenant
shall utilize, or cau... to be utilized, cash registers equipped with aea1ed continuous total or such
other deYices for C<ltltrolling aa.Iea .. Lancl)(lrd aba1I apPtoVe. Furthermore, Tenant shall keep at
all times during the tetm here!lf, at the demised premiaelI or at the general (lfllce of Tenant, full,
complete and accurate books of account and reCllrds in accordanoe with accepted accounting
ptactices with respect to all operations of the buainess to be conducted in or from the demised
premiBea including.. without limitation, the recording ot GroIB Sales and the receipt of all
merchandise Into and the delivery (If all merchandi.., from the demised premiaes during the term
hereof and shall retain such books and ~rds, eopies of all tax reports submitted to the
appropriate talling authorities, as weD as copies of cantract.o, YlIIlchers, checka, in....ntory records,
d..ted caab. resister tapes and other d<>cumentB and papers in any WtrJ relating to the operation of
such buain_lall of which are hereinafter Cllllectively referred to .. 'books and recQrds'l, for at
least three (3) years ft(lm the end of the ~ year to which they are ..pp1icab1e, or, if an audit is
commenced or if a contnmny should arioe between the ptll1:ies hereto reprding the rent ~sb1e
hereunder, until such audit or contro<leray is terminated even thCJUgh such retention peri<KI. may
be after the expiration of the tetm of, or earlier termination of, this Lea..,. Such books and
recorda shall at all reasonsble times durin. the af(lreaaid retention period be open to the
inspection of Lancl)(lrd or ito duly authorized representatives, woo shall have fuD and free access
to such books and reCllrds, the right to audit such books and reCllrds and the right to require of
Tenant, ita agento and employees, such information or explanstion with respect to such books
and rec!lrds as ~ be necessary ror a proper examination and/or audit the_f.
(hI In the event Tenant violateB the pr<MaiQns or Secti!ln 3.01 (a) and as a result or
ouch Violation, Landlord, or its duly authorized representative; is unsble to conduct a proper
examln..tion and/or audit, the parties agree that Landklnl shall have been deprived of an
important right under thiB Lease and, as II result thereof, will BUffer d8Jl\BgeB in an amount which
is not readily aac:ertainab1e and thus, in such event, Landlord, in addition to and not in lieu of
any other remedies which Landlord h84 under this Lease, at law (lr in equity, shall have the right,
..t its !lption, to collect, as liquidated damages and Mt as a penalty, an amount equal to twenty
percent (20%1 of the greater (It (a) PclCCn!qe Rent reported f(lr the period (lr periods in question,
Or (b) the annual Fixed Minimum Rent payable for the period or periods in question.
SECTION 3.02. &IJli1.
lC the examination and/or audit referred to in Section 3.01 shall dillClose that Tenant has
understated ita am.... Sa1ea by one percent (1%) (lr m(lre for the period being examined, Tenant
shall pa.y' to Landlord, upon demand, the cost of such """mination and/(lr audit In additim1 to the
defIciency in Percentage Rent which ahalI be poyable in any event. In addition, Landlord may
treat the existence of such li..bility ..s a Deliberate Event of Default.
\
6
D:\LeplIl.<a.. Bo4f<o\CROWN I\WITER UAS1: BODY.dec
(11-"-99)
-
AR1'ICLB IV
COJIITRUCTlOR OF LU81m PRBIIlllBS
SECTION 4.01. Con.truetion bv Lancl)(ltd. -
Landlord, at its coet and expense, ahalI construct the demloed premiBe$ incotpors.ting In
such construction all item of work deacrlbed as Landlord's Work in Exhibit 'A' attached hereto
and. made a part bere<>f (all such itemS are hereinafter coUectioely referred to as 'Landlord's
Work'l. Landlord shall have the ClCclullive right to determine the architectUral deaign and the
structural, mechanical and other etandard details and speclfication. of Landlord's W(lrk.
Including, but not limited to, the type of materialo and the manufacturer and supplier therec>f.
SECTION 4.02. Tenant's ImDl'OlleDlJCnta and JIlxturea.
(al Within thirty (301 ~ after Lancl)(lrd's architect provides Tenant with Outline
Plans for the demised premioes, Tenant 8hal1 fUmiBh to Landlotd, for Laridk>rd's approval,
complete working drawings and apeciflC8tions, pursuant to Exhibit "A".
(hI Within ten (10) days after the notice !If approval !If Tenant's complete W(lrking
drawings and specilications by Landlord's architect, Tenant shall, at ito 8!lle coat and expense,
subject to any pro.won. for reimbursement set forth in the lru1enture, commence and theresft<:r
promptly complete all the worll: and other requinmlento imposed upon Tenant in Exhibit 'A', (a 11
such item. being herein referred to as "Tenant's Work"l. In the ewnt Landlord, on Tenant's
behalf, shall perform any work or inetaU any equipment included in Tenant's Work, Tenant.
within fifteen (151 days after receipt of a bill theref(lr, shall pay to Landlord, as addltional rent, a
sum equal to all sums paid and casto incu~ by Landlord in performing such work and/or
installing such equipment plus administrative coeta- (If Landlord in a BUm equal to twenty percent
(20%) of such sum and/or Cllet8. Notwithstanding anything contained in this Section 4.02 to the
contraIj', Landlord shall not be responllib1e or liable to Tenant, ita agenta, servants, empl!lyees,
licenaeea. or contraCtDnt, or their rcepective agents. aervanta, employees, licensee. or contractors.
for any loss or damage to the property (If such party occurring prior to or auboequent to the
commencement of the term. Nothing in this Lease ahalI be construed as in any way constituting
a consent or request by Landlord, expressed or implied, by inference or otherwise, to any
contractor, subcontractor, laborer, or materialman for the performance (If any labor or the
furnishing or any maa:rials for any specific or general improvelnent, alteration, or repair of or to
the demised premises or to any building. or improvemento thereon, or to any part thereof.
SECTION 4.03. FinancinR.
Landklnl reservea the right to sever the ownership of or tiUe to the various sections of the
Sh~ Center and/or to place DlQrtp&es on said sections, in which case the right of Tenant
and other tenants In the Shopping Center will be preserved by a written declllllltion or agreement,
to be executed by Landlord and duly recorded, creating mutual, reclprocal and interdependent
righto to use the parking and otMr comm!ln areas and the utilitiea and facilities needed for the
full use and e!\ioyment of the demised ptemiae. by Tenant and other tensnta or occupanta in the
Shopping Center w!thQut impairing any (If the duties and obliptions (If lAndlord to Tenant under
this Leaee. Tenant shall """""te from time to time such instruments reasonably required by
Landlord and ita mortgagee to effectuate the provision. ofthia Section 4.03.
SECTION 4.04. Excuse of PerConnance.
NotwlthBtanding' anything in thiB Lea8C to the conrraIj', if Tenant ahalI be delayed Dr
hindered in Dr prevented from performance of any act required hereunder by reason of any strike,
lockout, labor dispute, civil CQMm(ltion, warlike operation, invui<ln, rebelli!ln, hoatilities, militaIj'
or usurped power, 88.botaae, governmental regulations or controls, failure of pQWer, Inability to
obtain any material or aervice, Act !If God or other reasons of a like nature n(lt related to the Cault
or Tenant, then performance or such act by Tenant ahalI be excuoed for the period of the delay
and the period for the performance (If any ouch act by Tenant ahalI be extended for a peri!ld
equivalent to the period of such delay; provided, however, the foregQing proviaion of thiB Section
~.04 shall not excu.., Tenant from the prompt payment of Fixed Minimum Rent, Percentage Rent,
Tax Rent, additi!lnal rent or any other po.ymento required by the term of thi. Lease.
Notwithstanding anything in this Lease to the contnuy, Lancl)(lrd shall not be deemed in default
7
D:ILtpI\LtIl.. Bodi..IClUI_llfASTER LEASE IIODY....
(11-17-99>
--
with respect to the performance or any of the terms, covenants and Cllnditions of this Lease if
Landlord's failure to perform such tenna, covenanta and conditions is due to any s~, lockout,
laoor dispute, civil comnwtion, warlike operation, in.....lon, rebelli!ln, hostilities, militaI}' or
usurped powt:r, aaootqe, governmental regulations or controls, f'a.Ilure of power, inability to
obtain any material, service or fmancina. Act of God, lire !lr other casualty or other cause,
whether slmilar or dinitnilar to those enumerated in this Section, which is beyond the reasonable
control of Landlord.
AR.TICIJl: V
CO.DUCT OF B08JIIJIllI8
SECl'ION 5.01. Use of_mises.
(al Except BB othetwiae speciflC8lly provided herein, commencing on the
commencement date and thereaftA:r for the balance of the term of thIe Lease, Tenant shall
continuQUaIy llCCUpy and use the demlsecl. premises lI(Jlely for CIlndl1C1inll the buolness specified
in the rndenture or Lease as the permitted use, and will not use or permit or suffer the uae of the
demised premises for any other bumneaa or purpose. In addition, Tenant qrees that Tenant
shall oot operate or cause or permit to be operated any cataJosue, mail, or teleph!lne order sales
in or from the demised premises except the incidental aale of merchandise which Tenant is
permitted to seD over the counter to customers in the demised premises pursuant to the
permitted Use set forth in the Indenture of Lease. The authorizatiC>n of the use of the premises for
the business purposes set f!lrth in the Indenture (If Lease does oot Cllnatitute a representation or
warranty by Landklnl that any particular use of the premises is now or will Cllntinue to be
permitted under apPlicable laws or regulations.
(bl Tenant shall not permit, aU!lw or cause any (If the following to be conducted in
the demi8ecl. premi....: any public or private auctiC>n, (lr any aale which would indicate to the
public that Tensnt is bankrupt, is going out Dr buolness, or has lost ito lease. Tensnt 8hal1 not
use or permit any use of the demised premises, except in . manner CIlnaistent with the gene:ra1
high standards of mercbandiBing in the Shopping Center, nor shllll Tenant's advertiaing indicate
or infer that Tenant is operating its bualneBB in a manner which is oot CIlnolstent with the general
high standards of merchandising in the Shopping Center. Nothing Cllntained in this Section
5.01lb)shaU a1fect or is intended to alTect Tenant's pricing policiea.
lei Because the adequacy of the rental hereunder is dependent upon Tenant's Gross
Sales whether or not Percentage Rent is payable hereunder, Tenant agrees that cOmmencing with
thec:omnu:noement date and thereafter throughout the term of thiB Lease, Tenant will
continuously, actively and diligently operate or cause the permitted busine88 to be open>.ted in
good faith and in an ellicient, buolnesslike and respectable manner, maintaining in the demised
premlsea a full stall of employees and a full stock (If aeall(Jnsb\e mercbandiae of the quality, kind,
type and breadth which Tenant u8U~ sella, and employing Tenant's best continual efforts and
abilities to the end that the maximum Gross Sales which can reasonably 'be produced f",m the
demised premises shall be produced. Tenant shall not Use Dr permit any use of the demised
premise.. or any part thereof, in a manner which in LandkInI's (lpinion would injure the
reputation of the Shopping Center (lr the neighborhood of which it is .. part.
(d) Throughout the term of this Lease, Tenant shall cause its store to remain open
rrom 10:00 A.M. until at least 9:30 P.M. each day of the week and th(I8C hours on Sundays and
holidays during which the enclosed mall is open to the public. Tenant agrees that the hours
during which Tenant is (lblip.ted to operate may be changed by Landl!lrd from time to time,
provided that Landlord will not act in a diBcritninatoIj'manner.
(e) Tenant shall operate and/ or advertise the busin""" operated at or from the
demised premises only under the name set forth in the lirat page of the Indenture of Lease,
unleas and until the use of another name Is pennltted, in writing, by Landlord.
SECTION 5.02. Stors....
Tenant shall warehouse, store and/or stock in the leased premises only such goods,
warea and merchandise as Tenant is permitted and intends to (lifer for sale at retail In, at or rrom
the leased premises. This ahal1 not preclude occasional'emergency transrers of merchandise to
other stores of Tenant, if any, not located within the Shopping Center.
8
D;ILq:al\LeI.. Bodlcol(;ROWN MASTU LEASE BODY.doc
(11-11-991
.
SECTION 5.03. Additional Uae or the ~rn'~IlI. .
Tenant covenanta and agreea that Tenant at ita own coat and expense:
tal Wil1 keep aU exterior and interior etore front surfaces clean and will maintain the
rest (If the demised premiBea and all Cllrrid01'8 and klading ares.s immediately adj!linlng the
demised premises In a clean. orderly and aanitaIj' condition and free of insecta, rodents, vermin
and other pear.;
(hI Win not pennit accuml\lationa of any reCUse, but will remove the same daily and
keep such refuse in Qdor-proof, rat-proof containers within the interior (If the demised premises
shielded from tb IIiew of the general public until removed and will not bum any reCUse
whal8<lever but will cause aU such reCUse to be removed by such pers!ln or companies, including
Landlord, as may be deaignated in writing by Landlord and will p~ all charges therefor; will
secure all wet garbage in hea-.y-duty trash hap; IUld will maIce special anangernents for the
disposal (If any Cata, oils, greases and/or batter. If Tenant shall fail to rertW\'e aU 8uch refuse, or
should fail to make apecial arrangements for the disposa1 !If any Cata, oils, gresses and/or hatler,
Landlord may remove or dispose of the ....... and Tenant shall pay to Landlord aU awns and costa
incurred by Landlord in performing aueb rem<lVal Or disposal plus administrative ooat. of the
Lancl)(lrd in a sum equsl.to twenty percent (20%) (If such auma and/(lf costs as additional rent;
(c) Wil1 replace pn>mptly with pM !If 1ike kind and quaIity any plate g1a.... (lr
window glass of the demised premises which may become craclald or broken;
(d) Will not, without the Landlord's pribr written consent, place (lr maintain any
merchandise or other articles in any w:stibule or entIj' of the demised premises or within two 12)
feet of any entrance Crom the demised premisea to the enc10aed mall, on the fo<ltWa1ka adjscent
thereto or elsewhere on the exterior thereof;
(e) Will not use or permit the use of any apparatus, (lr BOund reproduction or
transmiBsi(ln, or any muolcal Instrument, in such manner that the sound 80 reprOduced,
transmitted or produced shslI be audible b<ryond the confines of the premises, and will not use
any (lther advertising medium, including wilh!lut limitation 1laabing llghta, or searchlights which
may be heerd or experienced outside !If the leased premises;
If) Will keep all mechanical apparatus free of vibration and n(lise which may be
transmitted b<ryond the confines of the demised premise.;
(g) Will not cause or pennit objectionable odora to emanate or be dispelled from the
demised premises;
(hI Will not 80licit busines., distribuu. handbills or other advertising matter or hold
demonstrationll in the parking areBB or other Common Areas;
(i' Will not pennit the parking !If delivery vehicles so as to interfere with the use of
any driveway. walk, parking area, or other C!lmmon Areas in the ~(lpping Center;
(it Will comply with all notices, orders, laws and ordinance., Including all
environmentallawa and laws relating to _ste. and hazardous materials and any environmental
state, county or local Iawa or regulations, th"e CQmprehenaive Environmental Response,
Compenaaoon and Liability Act of 1980 and the Resource Coneervation and Recovery Act of
1976, as amended from lime to time. with any preappnwa1&. if required, to be granted by the
respecti've govenunental agency, and aU recommendations (If the A8arIcla.tion of Fire Underwriters,
Factory Mutual Insurance Companies, the Insurance Senicea Organlzation, or other similar body
establishing st.ondatds for fire Insurance ratings with respect to the use or occupancy (If the
premlseB by Tenant, and will partielpate in periodic fire bri&ade instruction and drilIa at the
request of Landlord and will aupply, maintain, repair and replace for the demised premiBeB any
fire extinguishers or other fire prevention equipment {including inst.ollaoon of approved boods
and ducts if cooking activity is conducted on the premiBeal required by the aforemenooned rules,
regulations and Association or other body In order to obtain insurance at the Ioweat available
premium rate throughout the term !If this Lease; and will not engase in the treatment of any
waste, except 8B permitted or required by law and subject to the consent of the Landklnl and the
issuance of all appropriate 1ioenses and pennlts and compliance with all laws and regulation,
relating to such treatment;
(kl Will not receive or ship articles of any kind except through the lB.cilitiea provided
ror that purpose by Landlord and wiU not pennit any deliveIj', of good., supplies, merchandise, or
f1lrtUrea to or from the leased premlaea to be made through any or the enclosed malls unless the'
leased premises bave no entrance other than on such a mall, in which latter case Tenant shall
uSe its best effort. to schedule such deliveries outside Shopping Center buolness hours, except
with Landlord~s approval in emergency situations;
9
l):IL<pN.ell.. BodlotlCROWN MAStER LEASE BODY.doc
(l1-11-99}
(ll Will light the show windows !lC the demised premises and exterior sisns each d~
of the year to the extent which shall be requ~ by Landl(lrd but in no event later then one hour
after the cl!lse of the Center; .
(m) For any exterior entrance or service door excluolvely serving the demised
premiBea, will keep all outaide areas inun<:diately acljoining the same including, but not 1itnited to,
sidewalks and loading doeks free from ice and snow and Tenant hereby agrees that Tenant is '
solely liable for any at:eidents occurring on aaid outolde areas due .or alleged to be due to any
accumulation of ice and lItlOIt';
(n) Will refer to the name or the Shopping Center in all advertising done to promote
sales at the demised premises;
(0) Will, if required by Landlord, inetaU, inspect and maintain IiItration devices,
Including, without 1itnitati!ln, grease traps, (lil splitters and/or acid neut:rall2era, in and on
Tensnt's sewage linea prior to any diJichaIBe of _ter or sewage from the demised premises into
Lancl)(lrd's sewer lines. In the event that Tenant ehall Call to inetaU. inspect or maintain the
aforesaid filtration devices, LandkInI may undertake such installation, inspection and/or
maintenan<:e and Tenant ahaIl P"Y to LandkInI all aullUl and coats incurred by Landlcln1 in
performing such installation, inspecti<ln and/(lr maintenance plus admInJatratiw C!l8to of the
Landlord in a sum equal to twenty percent (20%) of such sum and/or coats as additional n:nt.
!PI Will not UlIe the plumbing facilities CQr any other putpoae than that f(lr which
they are constructed and will not permit any foreign substance of any kind to be thrown therein
and the expense !lC ~g any breakage, stoppqe, seepage or damage, whether oc<:Urring on
or off the premises, resulting from a violation (If this provision by Tenant !lr Tensnt's employees,
agents Or invitees shall be borne by Tenant. All vease trapa and other plumbing traps ahaIl be
kept clean and operable by Tenant at Tenant's own CQet and expense;
(q) Will not permit any shopping carIB in the C(lItlIllOll Areas even if taken there by
customen;
(r) WID not place or cause or permit to be placed within the demised premises, pay
telephonea, vending machines (except those f!lr the excluaive uoe of Tenant's employees) or
amusement devices !lC any kind without the prior written consent or Landlord;
SECTION 5.04. Rules and Retrulations.
(a) Landklnl re&eI'IeB the right from time to tillJe to ad(lpt and promulgate rules and
regulations applicable to the demiaed pretnlses and the Shopping Center and to amend and
supplement such rules and regulations. Notite of such rules and regulations and of any
amendment and aupplementa thereto shall be given to Tenant and Tenant agrees thereupon to
comply with and observe all IUch rulea and regulatl(lnB, provided that, to the extent practicable,
the same shall be applied unifonn1y to substantially all non-department store retail tenants of the
Shopping Center.
(bl Landlord's rights and remedies in the event Tenant shall fail to comply with and
observe such rulel and regulations shall be the same as though such rules and regulations were
set forth In Section 5.03 of this Lease.
ARTICf.B VI
GRAlI1' OF COJl'CB88I011$
SECTION 6.01. Conditions to Grant. ,
The provision apinst subletting elsewhere contained in this Lease Ihall be applicable 80
al to prohibit Tenant from granting con~ion. withllUt the con.entof Lancl)(ltd for the !lpCrBtion
of one !lr more departmenta or the business (If Tenant, and any grant of CQncessions consented to
by Lancl)(ltd ohall be subject to the CQnditions that (aJ each such con<:easionwhich may be
granted by Tenant shall be subject to all the terms and provisions of this Lease; (bl the Gross
Sales from the operation of each such conceallion ohaIl be deemed to be a part of the Grosa Sales
of Tenant for the purpooe of determining the Percentage Rent payable to Landlord; Ie) all of the
provisions hereunder applying to the business of Tenant including. but not limited to, the
provisions of Articles II and UI shall apply to each such CQnceaslon; (dl unless otherwise approved
in writing by Landlord. IUch department or departments shall be operated only as part of the
buainess operation ll"nera1ly condu~ by Tenant on the demised premises and under the
aclvertised name of Tenant; and Ie) at least seventy-live percent (75%1 of the aales floor area of the
10
D:lLe&olILeo.. BodIet\CROWN MA8rER LEASE BODY.do<
(11-17-")
-
leased premises ahalI at all times be operated directly by Tenant.
ARTICLB VB
COIDIOlf ARIWI
SECTION 7.01. Definition: eontrlll.
All areas, 8pace, faci1ities, equipment, and signa, to the extent made a"llilable by
Landklnl for the common and joint use and benefit of Lancl)(lrd, Tenant and other tenants and
oc:cupanta (l( the Sb(lpping Center, and their respective employees, agents, subtensnts,
conceBBlonaires, licenoeea, customers and other inviteea, are Cllllectively referred to herein as
'Commoo Area'. If and t!l the extent made awilable by Landlord, Common Ares8 shall indude,
but not be limited to, the sidewalks, parking are84, a<:cell roads and drives, ~ys, parking
decks, bridges, Iand....ped areaa, truck aervioeway8, tunnels, loadin& docks, open and encJosed
pedestrian walkway&, canido,. and malls, c:ourts, stair8, ramps; slevators, escalators, comfort
and fU'llt aid stations, public washrooms, conununi1;y hall (lr auditorium, psn:el piclc-up statibna
and utilit;y lines. All Common Areas in or about the Shopping Center shan be subject to the
exclusive control of Landklnl. Landlord shall operilte, manage, equip, c1ean, light, surface and
maintain the Comnwn Areas all in such manner .. Lancl)(lrd, In its 8<l1e discretion, may, from
time to time, determine (includin& without limitation, the right to keep the encJosed mall open
only during the hours when the Shoppina Center is !lpen fM buaineasj and Landlord ehaIl have
the BOle right and exclusive authority to employ and diaehatge all personnel with respect thereto,
Landlord hereby expreaaly reserves the right from time to time to C!lnslnlct, maintain and Qperate
lighting and other faci1ities, equipment and eigns on all of the Common Areae; to c1ean the
Common Areas; to use and a1low othera to use the Conunon Areas Cor any purpose; to change the
si2e, area, level, location and arrangement of the Common Areas; to builiI mu1ti-8toIj' and/or
subterranean parldng facilities; to regulate parking by tenants and other occupanta (l( the
Sh(lpping Center and their respective empklyees, agento, subtensnta, Cllncessiona1rea and
licensees; to enforce parking charges (by operation (lC meters, or otherwise) with appropriate
provisions {M parldng ticket vaJldation for tenanto; to c\Qae temporarily all (lr any portion or the
Common Areas for the purpose (l( making repairs, changes or alterations thereto or performing
neceaSBIj'maintenance In connection with any emetll"'ncy, in connection with c10sinp resulting
from adverse weather conditions or for any other purpooe whalBOe\ler, whether such purpose is
sitni1ar or dissimilar to the foregoing; to discourage noncustomer parking; to establish, modify
and enforce reasonable rules and regulations with respect to the Comnwn Areas and the use to
be made thereof, For the term of this Lease Tenant is hereby given the license in common with all
others to whom Landlord has or may hereafter grant righto to use, the Common Areas as they
may from time to time exist; provided, however, that if such license shall at any time be revoked,
in whole or in part, or the lrize, area, Je\oel, location or arrangement of such Comnwn Areas or the
type DC faci1ities at any time forming a part thereof be changed, altered, rearranged or diminished,
Landlord shall not be aubject to any liability therefor, n!lr shall Tenant be entitled to any
compenaalion or diminution or abatement of rMt therefor, nor 8hal1 such alteration,
rearrangement, revocation, change or diminution of such Conunon Areas be deemed a
conetructive or actual eYiction or otherwise be'groundB for terminating or,modlCying this Lease.
In order to eatabliah that the Shopping Center Of' any p!lrtion thereof is anel will continue to
remain private property and to prevent a dcdlcation thereof (lr the accrua1 of any righta to any
person or to the public thereon, Landl!lrd hereby reserves the unrcatricted right, in Landklnl's
sole discretion, to close all or any portion of the Common Areas to such extent as, in the opinion
of the Lancl)(lrel's, !'Ounse1, may be legally aufl'lCient to prevent such dedication thereof or accrual
of any rilhta to any person or the public thereon; provided, however, Landlord reserves the right
at any time anel {ram time to time to dedicate to public use part or all o{ the ring roads, acceas
roael, and drives and utiliq lines, together with till easements required to effectuate such
dedications, a,q: it may see fit.
SECTION 7.02. Parkinll FAt':il1ties.
Tenant shall cause it and its employees to park only in the outer RTeBB or the parking lot
or such places as provieled and designated !rom time to time by Lancl)(lrd (or employee parking.
Within ten (10) days s1ter a requeat by Landlord, Tenant shall eleli""r to Landlord a list or
Tenant's and ita employees' automobilee, which such list eha1l act forth the description of and the
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ucense numbers aBSigned toBUch automobiles and their _ of iBsue. Thereal'ter, Tenant shtill
advise Landlord of any changes, additions (lr deletions in such IiBt. If any automobile appearing
on BBid list is parked in any area of the Shopping Centar other than the area designated by
Landlord at any time aflerLancl)(lrd has given notice to Tenant or Tenant's store m&nsger that the
same automobile has previously been parked in violation of this provlak>n, then Tenant shaD pay
to Landlord the sum of Twenty-Flve DoIIara ($25.00) per day for each such automobile for each
day (or part thereofl it is parked in violation of this pnwisiDn. Tenant shall pay such sum to
Landlord within ten (10) days afler receipt of n(ltice from Landlotd. In addition tel the Coregoing,
Tenant hereby authorizes Landlord In auch event to """.,.., from the Shopping Center any or
Tenant's automc)bilea, or autom<lbiles belonging to Tenant's employees, and/or to attoch violation
stickers or notices to such sutomoblhls, and Tenant hereby waives and releases Landlord and
hereby indemnif'1I!s and holds Landlord harmless from all claima, llabilitie$, costa and expenses
which may arise therefrom.
SECTION 7.03. Roof. Walla. Chllnlll!'!8i .nd ..",Utin". to Center.
(al Lancl)(lrd hereby reeenea the el<cluoive right at any time and from time to time to
Use all or any part of the roof and exterior .....Us of the demised premiaea for any purpose; to erect
seaffcilds, protective barriers or other aids to construction on, _d and about the exterior of
the demised premises, provided that acoeaa to the demised premiBea shall not be subetanti8l1y
denied; to enter the demised premises to sh!lre the foundations and/or wtilla thereof and/or to
install, maintain, use, repair. Inspe<:! and replace pipe&, dum, conduits and wires leading
through or located adjacent to the demised premises and -.ing !lthcr parts or the Shopping
Center in IClCati!lOS which do not materially interfere with Tenant's use thereof. Tenant further
qrees that Landlord may make any use, it desires (If the olde or rcar wa1Ia or ceiling apace of the
demised premises. provided that there shall be n(l encroachment upon the Interior of the demised
premises. LandJord's right hereunder may be exercl8ed by Landklnl's deolgnees.
(bj Landlord hereby reserves the right at any time to maJce alterations or additions
to, and to build additional atorieB (In, and to build aclj!linlng to, the building in which the demised
premises are. contained, and Tenont shall have no interest of ony kind whauooever in the B8id
additions or additional stores or acijoinlng buildings. Landlord also reserves the right to en1arge
the area of the Shopping Center by adding additional ground thereto from time to time and,
whether or not 80 enlarged, to construct other buildings or improvements in the Shopping Center
at any time and from time to time and to maJce alterations thereto or additions thereto and to
build additional stories !In such bullding (lr buildings and to build acijolning the same and to
construct double-deck elevated or subter:ranean parking facilitiea.
lc) If any exeavation shall be made or authorized to be made upon land acljacent to
,the leased premises, Tenant shall afford to the pel'8<lll causing or authorized to cause such
excavation lioensc to enter upon the leased premis"" for the purpose of doing such work as
Landklnl .haU deem nec:essaty to preaetve the wall (lr the buJlding of which the leased preDuses
fonn a part from injury or damage and to support the same by proper foundations, without any
claim for damages or indemnification agalnat Lancl)(lrcf or diminution or abatement of rent.
(dJ Landlord 8hal1 nQt be liable In any such cue Cor anY'inoonvenience, disturbance,
loss of business or any other annoyance arising from the exercise of any or all of the rights of
t.andlord in this Section 7.03.
SECTION 7.04. RiIlht to Relocate.
The purpose of the plan hereto annexed as Exhibit "B" is solely to show the approximate
location of the demised premlaea. [.ancl)(lrd hereby JeBerve8 the risht at any time and from time
to time to make changes or revision in such plan, including. but nQt limited to, additi(lns to,
subtractions from, and/or rclocations or rearrangements of, the buildings, parking areas, and
other ColllDl(ln Areas (as defined in Section 7.01 hereolJ shown on such plan; provided only that
the size and location of the demised premises shall not be altered and reasonable acce8B thereto
shan not be substantially impaired; provided, however, that Ls.ncl)(lrd rese""'s the right to
relocate a kiosk premiBea, at its sole expense, to a location of equal desirability upon fifteen lIS)
days' notice to Tenant.
SECTION 7.05. EXDe11sea.
Landlord (subject to the Common Area Paytllent as set forth in Section 7.06) win at its
expense operate and maintain or cause to be operated and maintained the Common Areas and
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the Shopping Center. For the purposes of thiB Lease, 'Operating Costo' shall be those costs of
operating and maintaining, or of causing the operation and .malntenance of, the Common Areas
and the Shopping Center (If wbich the demised premiaes furma a part in a manner deemed by
Landlord to be retUIClnable IUld awropriate Including. but not limited to, all eoets and expenses,
wheth.... expended PI' incurred of repairing, lightin& ejeaning, painting, refurbishing, replacing
and maintaining (ineluding, but not limited to, preventive maintenancel and insuring the same
with such po1iciell and oompanieS and in such limita as aelected by Lancl)(lrd (including. but not
limited to, fire insurance with extended ooverage, liability insurance ccwering pel'll(lnal injuJ)',
deaths and property <lama&e with a peraonal illjUIj' endoraement ecwering false 1U't'eat. detention
or imprismimcnt, malicious prosecution, libel and lIlander, and wrongful entIj' or evictil>n,
workman's compensation insurance, plate g\ll88 insurance, contractual liability inaurance and
flClelity bondsl; removing snow, ice, rubbish and debris; inspecting; rental and depreciatiom (over
a period not exceeding sixty (60) months) of machineI}' and equipment and other non real estate
a_to used in the opersti!ln and maintenance of the Shopping Center; repairing and/or
replacing of paving, 1'O(lfing. curbs, wa1kwayB, land_ping. cIrainage, on-aite water linea, aanltaIy
sewer lines, storm water linea, electrica11inea and other equipmet1t aervintl the property (111 which
Shopping Center pr any part thereof is,conetrueted or is to beeonstructed; heating, ventilating
and air conditioning enclosed Common Areas; unifonna and replacement of uniforms; the rental
of music programs, aervicea and loudspeaker ayatema including the fumiBhing of electricity
therefor; all charges that mOlY result from any environmental or other laws, rules, regulations,
gtIidelines or !ltdera; the cost (lr obtaining and operating public tranaportation or shutUe bus
sylltems used in connection with bringing customers to the Shopping Center; the gro8B
compen88tion of all personnel required or neceS88Ij' to implement the operation, maintenance,
administration, (lr repair (If the Shopping Center including. wilh!lu! limitation, management,
secretsrial, ollice, maintenance personnel, the cost of Cllmpen....ting Landlord's off-eite personnel
involved in the anm;n;Rt.ration of, and pl'OYiding selVices to, the Shopping Center, including.
without limitation, legal, accounting and secretarial personnel, based upon an apportionment of
such compen88.UQn among all properties in which Lancl)(lrd or its aIIilialeB own an equity interest
and to supervise and accompliah the foregoing and an administrative eharge equal to fifteen
percent 115%) of the total of all Operating eosta.
SECTION 7.06. Common Area Pavment.
(al For each 'Accounting Peri!ld' (as defined in Se<:ti!ln 7.06(1)) during the term of
this Leaoe, Tenant shall p"y to Landlord, as additional rent, as Tenant's share (If the Operating
Costs, a sum equal to the product obtained by multiplying Ii) the total Operating Costs fur such
Accounting Period leas all contrihuti!lns thereto actually made to LandkInI by llCOOpants of any
Separately A8Bessed Premises by (Ii) a fraction, the numerator or which ahtill be the square feet of
floor area of the demised premiBes, and the denominator of which 8hal1 be the lIqUare feet of
leased floQr area in the Shopping Center. For the purposes of this Section, leaaed floQr area shall
mean the square feet of floor area in enclosed buildings which are erected on portions of the
Shopping Center other than Separately Asse.sed Premises as defined in Section 2.04(<11, which
are designed exc1ueively for Use and occupancy by tenanta other than occupanto of Separately
Assessed PremlaeB and which are occupied pursuant to an egreement with Landlord by the terms
or which Landlord obtains more than a nominal rental. AU such floor area shall be as determined
pursuant to the provisi<ms of Section 2.040) and shall be fixed 8B of the last ~ of the applicable
Accounting Period.
(hJ On the first day or each calendar month during that portion of the term hereof
falling within the lirat Accounting PeriQd, Tenant shall pay to Landlord, in advance, and BI
additional rent, without demand and without any setoft' or deduction, a minimum payment for
Tenant's share of the Operating Costo as set forth in Section 'F" of the Indenture of Lease. If the
commencement date hereof shall not be the first d~ of a calendar month, Tensnt'. ~en! of ito
share of Operating Coato for the fractional month between the commencement date and the flt"llt
day of the f1l"st full calendar month in the term shall be prorated on a per diem basis (ca1culated
on a thirty (30) d~ month) and sha.1l be paid together with the fIrSt payment of Fixed Mhrlmum
Rent.
(c) After the first Accounting Period, Tellant shall continue to pay such mlnitnum
payments for Tenant's share of Operating Costa on the lirat day of esch month In advance and as
additional rent, without demand and without any setoff or deduction, but the aforewd amount of
Tenant's ~hare or Operating Costo may be increased by Lancl)(lrd after the end or each Accounting
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Period during the term hereof on the baaiB of the actual Operating CQlta for the imm.ediately
preceding Accounting Period. Upon Landlord lUmlshing to Tenant a statement setting forth such
revised operating costo, Tenant shall pay to Landlord such revised share In eq~al m!lnthly
instalbnents, each such insta1lment to be a sum equal to (lne-twe1fth (l2th) or such revlBed
Operating Costo in advance on the first ~ of each calendar month thereafter until the next
succeeding revision.
(d) Following the end of. each Accounting Period in which Tenant's share of
Operating Coats exceeds the mlnitnum payment 8et forth in Section 'F' of the Indenture (If Lease,
Landlord shall furnish to Tenant a written 8tatement in reasonable detail covering the Accounting
Period just expired showing the total Operating Costa for such Accounting Period, the amount ol
Tenant's proportionate share thereol and payments made by Tenant with respect thereto. In.
making the l;omputation, as aforeaaid, Landlord's statement aha1l be Cllnclusive evidence of
Operating Costs. ' ,
Ie) If Tenant's proportionate share of Operating C!lata exceeds Tenant's Payments
with respect to any Accounting Period, Tenant ehaIl pay to Lancl)(lrd the deficiency within twenty
(20) daye after the date of the furnishing of the etatement from Landklnl.
(I) For the purpose of this Lease, the words 'Accounting Period" mean the period
CllnsiBting of twelve (12) C!lnsecutlve calendar m!lnths commencing on a date determined by
Landlord and each succeeding twe1ve (12) calendar m!lnth period commencing during the tenn ol
this Lease; provided, h_r, the 6rst Acc!luntlng Period shall CQllJmence on the date the
Shopping Center firIlt opens for buolness with the public and shall terminate on the date
immediately preceding the date so determined by Landlord.
(&) If the term ol this Lease commences after the date the Shopping Center first
opens for busin""" with the public or termlnstes (other than by reason (lCTenant'a default) during
an Accounting Period, Tenant'sob1ip.tion for Tenant's share of Operating C08to lor such
Accounting Period shall be equitably pro-rated.
(hJ Tenant's obligations under this Section 7.06 shall survive the expiration or earlier
termination or the term of this Lease.
SECTION 7.07. Prooortionate C!lat of Security.
Landlord may elect, but shall not be required, to provide security for the Shopping
Center. If Landlord shall elect to provide aecurit,y ror the Shopping Center, Tenant shall pay its
proportionate cost of such security determined BB CoH(lWS:
{a} Tenant shall pay to Landlord, as additional rent, the am(lunt obtained by
multiplying the t(ltal of all costs and expenses of every kind and nsture incurred by Landklnl in
providing securit,y for the Shopping Center by a fraction, the numerator of which shaU be the
square feet of Ooor area of the demised premlse8, and the denominator of which shall be the
square feet of all "Jeauble floor area" (as defined In Section 2.04(d) of this Lease), but never less
than the amount eel forth in Section K of the Indenture of Lease and in the manner provided
therein. All such Ooor area shall be as determined pursuant to the provisions of Section 2.04(i)
and ahalI be f1l<ed .. of the last ~ of the applicable Accounting Period.
(h) ,Tenant shall ~ any Inc:rease in ita proportionate cost of security within twent,y
(20) daye after the date of the furnishing of a statement oC lIUch charsea by Lancl)(lrd for each
Accounting Period (lr portion thereof.
lc) Although Tenant shall pay ita proportionate share of the cost oC securit,y, as
aforesaid, in addition to, and not BB a component oC, Its proportionste share of Operating Costs,
for the purpose of Articles xvru and XIX and Sections 13.02, 14.01 and 20.02 of this Lease, the
words "Operating Costa" ahall be deemed to include such share of cost (If security.
ARTJa& VlU
81G1I8; A_urGe; CA1I'OPlB8; nlLluldl8; ALTERATIOll'8
SECTION 8.01. Si1m.8. AwninllS and Canoniea.
'(al Tenant ahall, at its own riak, lawfully erect illuminated signs, concerning the
buolness of the oc<:upent or the demised premises,. and screes to maintain BIlid Bigns in good
condition and state of repair and save Landlord harmle88 from any loss, cost of damage as a
result of the erection) maintenance, existence or removal of such signs_ All signs shall be in
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BCCllrdance with Lancl)(lrd's Sisn Specilications, a cOpy (If which will be attached to the OUtline
Plan and shall be approved In writing by Landlord. UpQn vacating the demised premises, the
Tenant agrees, to remove all olgns and repair an damage caused by such remClYa1. Tenant
covenants that no llashing, Uluminated or paper olgns will be ueed anywhere in the demised
prem~ and all ai&ning is subject to Landlord's prior written approva1. Tenant shan not install
or affix any sian, device, antenna, fIXture or attachment on 01' to the exterior (lr interior of the
demised premises ineluding, by way of iUuetration, any window or door; nor place any vent,
structure, building. improvement, aign or advertising device or obstructlon of any kind within the
C(lmMOn Areas or (In the elrterior or interior wa1Is (If the demised premises, with(lut lint obtaining
Landlord's written consent.
(h) Tenant shall neither place nor maintain nor suller to be placed or maintained on
the exterior or the demised premises or on the. gIaoe 0( any window or door of the demised
premisea which shall be vialble from the exterior thereof (lr within three 131 feet of any such gIasa
(other ihan neatly lettered olgns of reasonable .u.e pla.ced (In the lJoor (If the display window
iden~ articles ofl'ered for sa1e and the price th~ any sign, awning, canopy, decoration,
lettering, advertising matter or any lither thing withoul in each instance first Qbtalning Landlord's
written approva1 thereof; and Tenant further agrees to deolgn and to maintain such sign,
decoration, lettering, advertiolng matter or other thing "" may be approved in good condition and
repair at all times.
(c) Tenant shall not paint (lr deCllrats any part (If the e>cterior or the demised
premlaes, or any part of the premi_ which shaD be vialb1e from the exterior thereof, without f1l'llt
obtaining Landlord's written apPr(lval of such painting or decoration.
(dl Tenant ahtill install and maintain at all times, subject 10 the lither provisions of
this Section, displays (If _nable merchandiBe in the show wind!lws (if any) of the demised
premises; IUld Tenant further agrees thai all articlea and the arrangement, style, Clllor and
general appearance thereof, in the interior of the demised premises which shall be violble from
the. exterior thereof, inc:luding. but not limited to, window displays, advertialng matter, olgns,
merchandise and store fixtures, shaD be maintained in the premises 80 as to be In keeping with
the character and standards of the Sh(lpping Center.
SECTION 8.02. Procertv in Demised Pnlowii......
lal Alllclasehold improvements, such as light fixtures, heating and air-conditioning
equipment, 8hal1 when inata1led attach to the fee and became and remain the property of
Landklnl. Such property shall not be removed unless repla.ced with like property.
(hI All inventozy and all trade fixtures hereafter installed or placed by Tenant in the
demised premlaea shall be new, shall remain the property of Tenant and shall be removable by
Tenant at the expiration or earlier termination or the tenn of this Lease provided that: (I} Tenant
shall not st such time be in default under this Lease, and (21 in the event of the removal of any or
all of such property Tenant shaD prolDptJ,y restore the damage d!lne to the premises by the
installation and/ or relDoval thereof. Should Tenant fail to 80 renwve Tettattt's property and/ or to
so restore the premises, Landlord may do 80, colleetin&, at Landlord's option, the Cllet and
expense thereof, as additional rent, upon demand. Any ouch property which is not removed and
which by the terms of the Lease is n!lt removable by Tenant at or pri<>r to any terminati(ln or this
Lease inc:luding, but not limlted to, a termination by Lancl)(lrd lm<8Uant to this Lease, shall,
unless Lancl)(lrd gives Tenant notice to remove any or all of such property, be and became the
property (If Lancl)(lrd (without any (lb1igation by Landlord to pay oompen88.tion Cor such property).
In the event Landklnl gives Tenant such notice to remove any or till of such property, Tenant shaD
prompUy relDOYl:: such property as may be specified by Landlord in such notice. Notwithstanding
anything herein contained to the cantraIj' or any deciBion of any court to the contrary, the term
'trade fIXtures' shall not include any.sttached Jeaseh<>ld improvements Including but not limited
to air-conditioning, heating, lighting, electrical and pluml>in. equipment installed by Tenant in
the demised premises, nor any wiring or other apparatus related thereto.
tel In the event Tenant ceases ito buolneas operation in the demised premises and is
in default with respect to its ob1igation for the continu(lus operation or its buolness, Tenant shall
be deemed to have abandoned the demised premises and all property of Tenant shall alao be
deemed to ha"" been abandoned and 88kl property may be retained or disposed of by Landlord as
Landlord desires.
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SECTION 8.03. ImDrovementa and Alterations.
(8) Tenant covenants and agrees not to make or permit to be made any alterations,
improvements and additions to the demlaed premioea or any part thereof except by and with the
written C!lnsent of Landlord lirat had. All alterations, improvements and additions to said
premises shall be made in """"Mance with all applicable laws and shall at once when made or
installed be d....med' to have attached to the freehold and to have becoIne the prope1ty of Landlord
and shall remain for the benefit of Landlord at the end of the term (lr other expiration (If this
Lease In as good order and Cllndition BB they were when inata11ed, reBaonal1le wear and tear
excepted.
(hI In making such alterations, additions and ilnprovementa to the demised premiseS
aRd in installing such chattels, equipment and fixtures- or doing such (lther work, Tenant shall
promp~ pay till Cllntractors and materialmen 80 as to minimize the posolbility of a lien attaching
to the demised premises or the Shopping Center, IUld Tenet shall Include in all contracta and
subcontract.o for work to be performed (In Tenant'. behalC at the demised premilleB prcMsl!lnS
wherein ench contractor or IIIbcontractor acknowledges that Landlord has no liability under
such contracta and subcontracts and that such conlnlctor or subcontractor WBi_.any right it
m~ have to lien or attach Landlord's parcel or the Shopping Center of which Landlord's parcel is
a part, and should any such lien or notice of intention to perform or Iurniah Rlllterlala ("Noticc")
be made Dr 1iIed, Tenant shaD bond apinlt or disc!uujje the same (lr Mtioe of intention to
perform or fUrnish materlala ("Notice'l within twenty (201 ~ after written reque$l by Landlord.
If Tenant shall fail to cause such lien or Notice to be bonded spinet or to be discharged within
the period af(lrelBid, then, in addition to any other right or remedy which Landklnl may have
under this Lease, at law or in equil;y, Lancl)(lrd may, but shall not be obligated to, diBch.uge the
B81ne either by ~ the amount claimed to be due or by procuring the disch8Jlll' of such lien by
deposit or by oonding proceedings and, in ey such event, Landklnl 8hal1 be entitled, if Landlord
so eJect.o, t(l compel the prooec:ution of any action f(lf the forecl!lsure (If such lien or Notice by the
lienor with interest, costs and expenses. Any amount 80 paid by Landklnl 1Uld. all C!let8 and
expenses incurred by Landlord in connection therewith, together with interest thereon at the
highest rate permitted by law from the respective dates of Lancl)(lrd's mskIng of the ~ent and
incurring (If the cost and expense, shall C!lnstitute additional rent peyable by Tenant under this
Lease and shall be paid by Tenant to Landl!lrd on demand.
(c] The proviolons of this Article shall survive the expiration or earlier termination of
the terllJ or this Lease.
ARTJCLB IX
IlADTBIUJl'CB AIm REPAIR; 8VRRBlIJ)BR OF LBAlJBD PRBIIDIB8
SECTION 9.01. ReDB1rs and Idsint;enance bvTenant.
(aJ Tensnt shaD at all times at ita (lwn expense keep and maintain the demised
premises (including. but not limited to, till entrances and the Inside and outside of all Ilaaa in the
doors and windows and show window ",nl~I"PI and aD pIlrtitions, doors, flXture8, signs,
equipment and appurtenances thereof in good order and repair, and In a neat, safe, clean and
orderly condition, Including. but n(lt limited to, reuonsble periodic painting as determined by
Landlord and making all non-structural ordinaIj' and extraordinary, fore"""" and unforeseen
repairs and replacements to the demised premlaes, including. without limitation, repairs and
replacements to the plumbing and oewage facilities within the demised premiaes or under the
floor alab including free now up to the main sewer line, electrical, heating. ventilating and alr-
conditioning aystem and eacalat(lrs and elevators, if any, and mechanical aystem and
installations therein. Tenant shall not overload the electrical wiring aerving the premi8es (lr
within the premises, and will install at ita own expense but only after obtaining Lancl)(lrd's written
approval, any additional electrical wiring wb1ch may be required in connection with the demised
premises.
(hI Tenant will repair promptly at its own expenoe any damage Iwhether structura1
or non-structural) to the demised premises caused by any construction or alterations performed
by Tenant or bringing into the premises any property for Tenant's use, or by the instsJlation or
removal of such property, regardless of fault or by whom such damage shaD be caused, unless
caused solely by the negligence of Landlord or its servants or employees.
(c) In the event Tenant deCaulto in the performance to Landlord's satisfaction of any
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of its (lbligations under this Section 9.0 I, and such default continues Cor a period of ten (1 0) ~
after written notice from Landlord (except that in an emergency no notice shall be required),
Landlord in addition to Landlord's other remedies under this Lease, at law (lr in equity, may (but
shall no; be obligated to do 8!l) cure such default !In behalf of Tenant without any liability of
Landlord, its agents, seMlJ1ta, employees, contractors or oubcontractors f(lr damage to Tenant's
merchandise fixtures or other property or to Tenant's busine.. by reason thereof, and Tenant
shall reim~ Landklnl, BB additional rent, upon demand, Cor any oums paid or costs incurred
In curing such default, plus adminiatrative C08ts (If Landklnlln a sum equal to twenty percent
(20%) of such sums and/or coeta.
SECTION 9.02. StrUctural Reoainr. .
{a) Except as (ltherwiae provided by 9.01(b), structural portions (If the premises, the
roQf of the demised preml_ and those portions of the exterior of the demised premioes which
Tenant is not obligated to maintain pursuant to Section 9.01(a) will be repaired by Landlord
provided Tenant gives Landlord IWtice specifying the. need for and nature of ouch repairs;
provided, however, If Landlord is required to make any repairs to such portions of the demieed
premiou by reaaon, in whole (IF in part, !lfthe negligent acl.Qr failure to act by Tenant or Tenant's
agent, llervanto, employee8, Cllntractors or subcontractors, or by reason of any unusual UBe of the
demised premises by Tenant fWhether (lr not such use is II. permitted use hereunder), Landlord
may collect the cost of such repairs, as additional rent, UP!ln demand. For the purpose of this
Lease, any difference in lloor level, shifting of floor slab, (lr deviation in finished lloor height
resulting from the in8ertlon or construction of an e:cpanolon j(lint or strip in the floor slab shall
not be deemed a structural defect requlring repair by Lancl)(lrd, but rather, a normal construction
practice which ahaII be Tenant's responsibility to appropriatelY plan for in its construction and
use of the demised premises.
(hI If, without Landlord's prior ClltlBellt, Tenant performs any alterations, additions,
improvements, changes, affixations of chattela or other work which aIfects the structural portions
of the damiBed preml_ and/ or the roQf of the building (If which the demised premiBea are a part
and/or that portion of the exterior or the t\=loeA premiBeB which Landlord is obligated to repair
pursuant to Section 9.02(a) or which a1rects the structural integrity of the building of which the
lelI.8ed premises shall form a part, such action by Tenant 8hal1 release and discharge Landlord as
of the Cllmmencement of such alteration, addition, impro~ent, affixation or other work of and
from such repair obligation and thereafter Tenant agrees to be 8!l1dy responsible for the
maintenance, repair and replacement (If any or an such structutal portions, roof, exterior and
building which have been affected as aforesaid; provided, in the event Tenant shtill default in the
perfomumce, to Lancl)(lrd's satisfaction, of such ~bilities, Landlord, in addition to
Landlord's other remedie8 under this Lease, at law or in equity, may (but shall not be obligated to
do 8!l) cure such default on beha1f of Tenant with<lut any liability (If Lancl)(lrd, ito agents,
servants, employees, contractors or subeontractors for damageto Tenant's merchandise, fixtures
or other property or to Tenant's buBinesa by reason thereof, and Tenant shall reimburse
Landklnl, as additional rent, upon demand, for any sum paid or Cll8ts incurred In curing such
default, plus administrative costa of Landlord in a sum equal to twenty percent 120%1 of such
sum and/or costs. For the purpose. or the forepa. if Tenant performs any such alterations,
.. additions, improvements. changea. atftzatiooa or other work in a manner not consistent with
Landlord's prior consent thereto, web work shtill be deemed to have been performed without
Landlord's consent.
SECTION 9.03. Sunender of Pnomlses.
At the expiration of or earlier termination of the term of this Lease, Tenant shall
peaceably surrender the leased premises in the same condition including, but not limited to, the
conditions (If cleanliness, a. the leased premiBea were upon the CllMmencement (If the term (If
this Lease, ordlnaty wear and tear QCepted to the extent the leaoed premises is not required to be
repaired and/or maintained by Tenant and damqe by unavoidable casualty excepted to the
extent that the same is covered by Landlord's fire insurance policy with ~ded coverage
endorsement, and Tenant shall surrender all keys for the leased premises to Landlord at the
place then fored for the payment of rent and shall notify Landlord in writitig of all rombinati!lns of
Ioclcs, safes and vaults. if any, in the leased premises. Tenant shall comply with the provisions or
Section 8.02 respectiI!g the removal of ito property before surrendering the premises as aforesaid.
Any property not so removed at the expiration of the term hereof, .ball be deemed to have been
17
l>:lL<callLaa ....ies\CROWN MASTER LEASE 8ODY.doc
(1I-17~)
abandoned by Tenant, and maybe retained or diBpoaed of by Lan~, as ~cl)(lr;<l shall desire.
Tenant's (lbligation to observe and perfOrm the covenants set f(lrth In thl8 SectiOn 9.03 shall
survive the expiration or earlier terminsti<m of the term of this Lease.
AR'I1CLB X
nm_D-roATJOJr; 8UBJtOGATlOB
SECTION 10.01. '....d~tfi"...;in.. and. Waiverorl"J.i",,~
.{al Tenant will defend 1Uld, except to the extent caused by the negligence of
Landlord, its agents, servants, abd emplclyees, will indemniIY Landlord and Agent and BBYe them
hannleaa from and spinst any and all claims, actions, damage., liability and eltpCIlle {including,
but not limited to, attorney's fees and dlabursements} in connection with the Iou of life, personal
injUIj' or damage to property or husine8S arialng from, related to, or in CXlnnection with the
occupancy or use by Tenant of the demised pft:mises or any part of Lancl)(ltd's.property or the
Shopping Center or <lCCUi!lned wlu>lIy or in part by act or omission of Tenant, Its contracto....
suh<x>ntractora, subtenants, Jicenaeea or concessionaires, or Its (lr their respec:m... agents,
servanto or employees. Tenant shall also pay till oosto, expenses and I'e84C)nsble attorney's fees
that may be expended or in<:uJTeCI by Landklnl lUld/or Agent in succeaal\llly enforcing the
covenants and agreements (If this Leaae. The provisions of this Section 10.01 shall survive the
termlnaoon or earlier expiration of the term of this Leaae.
Ibl Unleaa and then solely to the extent ouch damage is caused by the neglig<mt actS
or omisolons of Landlord, Agent, or their respective agento, oenIBDts, and employees, neither
Landlord, Agent n(lr their respective agents, aervanta, employees or contractors aha1I be liable for,
and Tenant, in consideration of Landlord's execution or this Lease, hereby re/e84ea all claims for
loss or life, personal il\jU'Y or damage to property or buaineoe sustained by Tenant or any person
claiming through Tenant resulting from any fire, accident, occurrence or condition in or upon the
Shopping Cenler or any part thereor (including, without limitation, the demised premises and the
building of which the same is a part), including. but not limited to, such claims for 1088 (If life,
personal if\iury or damage resulting from (I) any defect in or failure of plumbing, heating or air
conditioning equipment, electrica1 wiring or installation thereof, water pipes, stairs, railings or
walks; (2) any equipment or appurtenances being out of repair; (3) the bursting, 1ealdng or
running (If any tank. washetand, water closet, waste pipe, drain or any (lther pipe or tank in,
upon or about the Shopping Center; (4) the backing up of any sewer pipe; (5) the escape or stearn
or hot water; (6) water, anow or ice being upon or coming through the roof or any other place
upon or near the demised premises or the building of which the 88.mC ;s a part or otherwise; (71
the falling of any fIXture, plaster or stucco; (81 broken g1au; (9) any act or !lmisolon or other
tenants or other occupants or the Shopping Center; and (10) any act or omlsal(ln or Lanc1lord,
Agent or their respective principals, agents, servants and emplayeea whether occurring on, prior
to, or subsequent to the date of this Lease. The foregoing waiver and release is intended by
Landlord and Tenant to be abs!llute, unconditional and without exception and to supersede any
specific repair obligation Imposed upon Landlord hereunder.
ARTlCLB XI
Df811RAJrCE
SECTION 11.0\. Insurance.
(al Tenant willloeep in force in companies licensed to do buaineoe in the state where
the Center is located at Tenant's expense at all times during the term of this Lease and during
such other times as Tenant occupies the demised premise. (lr any pert thereof:
(lI PUblic liabilily insurance with respect to the demised premises, the oldewa1lcs
abutting and adjoining the demised premises, if any, and the buslneBS operated by Tenant and
any subtenants, licensees and concessionaires of Tenant in Or from the demised premises with
mlnitnum limits of One Million Dollars ($I,OOO,OOOI combined Bingle limit for bodily injury and
property damage, and including Coverage for liability assumed under contracts.
(2) Workers' CotnpenBBti!ln insurance which will provide for till Tenant's
employees the statutory ~efita for the state in which demised premi..... 'are loeated, and will
alao include Employers' Liability insurance with minimum limits or One Hundred. Thousand
IB
D:\LqaNaI< BocIietICROWN MASTER LEASE BODY Aoc
(11-17-"')
Dollars ($100,000.00). .
13) Such other types of insurance lexcluding rent Insurance in favor of Landlordl
and such additional BmQUnto of insurance as, in Landlord's judgment, are necessitated by good
busineu practice. . .
(hI Prior to delivery of posaeaolon (If the demised premises and within ten (1 OJ days
of each occasion or renewal or replacement of insurance coverage, throughout the term of the
Lease Tenant ahal1 submit to Landlord, marked "Attention Insurance Department', a valid
Certificate (If rnsurance, signed by an authorized agent or the Insurer, which shall evidence all the
insurance coverage required by this Section 11.0 I and which ahtill let forth the foll!lwing:
(I) Landlord is named an 'additional insured' 00 the publie liability insurance
policy.
12) At least thirty (30) ~ priQr notice shall be given to Landlord as to any
pollcy cancellation (lr any material alteratioo in coverage.
(3) The public liability insurance policy is an 'occurrence' fonn of coverage;
(claims-made inaurance is not acceptable).
SECTION 11.02. Insurance Provisions. , ,
It is a condition oC this Leass that the Tenant shall install and tnsIntain, in proper
workin&: order, an Underwriter's LabMatoty and Rating Bureau apptoVOd Automatic
Extinguishina System in the hoods and ducto serving such Tensnrs cooking equipment and deep
rat fryers. The system shall alsO be arranged to abut off the electrical current and/(lr gu supply
tD the deep fat ftyerll when the extinguiBhlng !lylItem is activated. No change alTeeting the
operation or this system shall be made without giving prior notification to the Landlon:l.
SECTION 1 L03. ElYect on Insurance.
Is) Tenant will not do, omit to do, or suffer to be dooe or keep or 8\1ffer to be kept
anything in, upon or aoout the Ieued premises which will violate the proviaion. of Landklnl'.
policies insuring spinet lOBS or dt1mag\:l by fire or other huanls (including, but not limited to,
public liabilit;yj. which will ad""",,,1y alTect Landlord'. fire or liability in8UJ'ance premium rating or
which will prevent Lancl)(lrd from procuring such policiea in oompenjea acceptable to Landlord,
provided Tenant is flI'llt given adequate notice of the requm.ments of such policies. If anything
done, omitted to be done or suffered to be done by Tenant, or kept or suffered by Tenant to be
kept in, upon or ab!lut the premises shall by ItseJf or in combination with other circumstances
existing at the Shopping Center cause the premium rate of fire or other insurance on the leased
premises or other property of the Shopping Center in companies acceptable to Landlord to be
increased beyond the eatabliabed rate from time to time fIXed by the appropriate underwriter.
with regard to the use of the dertUsed premises for the purposes pennitted under this !-ease or to
such other property in the Sh!lpping Center for the use or usea made thereof, Tenant will pay the
amount oC such in<reaae or, in t!le event that other circumstances existing at the Shopping
Center shall haVe Cllnuibuted to such increue, such equitable portion (If such increase as
reasonably determined by Landlord, as additional rent upon Landlord's demand and will
thereefter pay the amount of such increase, as the _ may VlUy from time to tlme, with respect
to eveIj' premium relating to coverage of the demiBed premises during a period falling within the
term of this Lease until such in=se is eliminBted. In addition, if applicable, LancllOid may at
its option rectify the condition exiating on the demlBed premises which caused Or W8B a
contributing cause of the increaoed premium rate in the ew:nt that the Tenant should fail to do 80
and may c!uujje the cost of such action to Tenant ss additional rent, peyable (In demand. In
determining ....hether increaaed premiums are the result oC Tenant's use of the leased premiBes, a
schedule, lMued by the organization making the Insurance rate on the leased premloes, ah!lwing
the varioua componento of such rate, shall be conclusive evidence oC the several items and
charges which maIa!o up the flJ'C insurance rate on the Ieued premlsea.
(b) If for any reaaon whataoever including. but not limited to, the abandonment or
the demised premises, Tenanh failure to P"Y the insurance premium or Tenant's failure to
occupy the demised premioes.... herein permitted, Tenant l'ails to ptOVide and keep in rorce any or
aU of the insurance policies oet forth in Section 11.01 hereof, then in such event Tenant shall
indemnify and hold Landlord harmless again.t any loss which would have been covered by such
insurance.
(c) If Tenant shall not comply with ita covenants made in this Section, Landlord in
addition to Landlord's othc!r remedies hereunder may (but shall not be Obligated to) cause
19
D:\LqINAa. BodieJICROWN MASTER LEASt BODY.doc
(11-17-99)
insurance IIJI aforesaid, to be issued, and in such event Tenant agrees to P"Y the premium f(ll"
such 1n8U~ BB additional rent promptly upon Landlord's demand, or Landlord, at its option,
m~ treat such failure to comply as a Deliberate Event of Default.
AR'n(:l.B lDI
UTILITJB8
SECl'ION 12.01. UtiJiti_.
(a) Tenant shall be solely responsible for and promptly P"Y all chargee for heat,
water (including st.ondbyl, electricity, sewer rents or charges, sprinlder charges, A.D.T. or (lther
alarm syetem, water treabnent facility chatgea, and any (lther utility used or consumed in the
leased premises or in providing heating and air conditioning to the Ieaaed premiBes, without
limitation, tocelher with all connecoon and aeMce charges and all _ or other charges levied
on such utilities, aaid responsibility commencing !In the date Lsndlord notifies Tenant that the
leased premiaea are ready lOr Tenanfs commencement of Tenant's WIlt'k. Should Landlord elect
or be required to supply or ma.lal avallable any utility used (lr c:cmswned at the demised premises,
Tenant agrees to purch84e and pay for same, as additional rent, every month in the term hereof;
provided that Tenant shall not be (lbligsted to P"Y to Landb'd an agregste annual sum therefor
in excess of the aggregate annual amount therefor which Tenant would otherwise be obligated to
pay for similar utility usage and service as a retail customer (If the public utility (lr municipal
authority then supplying such utility to the Center. Tenant agrees to purchase from landlord
and P"Y for electricity to be used by Tenant at the demised premisea in accordance with the
Utility Schedule attached hereto as Exhibit 'C'.
(hI In the event. that Tenant doea not ha", a water meter installed in the Jeued
premises, Tenant will pay to Lanlllord, BB additi!lnal rent, every month in the term of this Lease
the minimum c!uujje for the size of the line inatalled in the Ieaaed premises in Il<;COrdanoe with
the rates established from time to time by the company or authority supplying water to the
premisea.
(el In the event the Ioc&1 authority, municipa1ity, utility or other bc>dy C!lllecta lOr the
water and/or _rage (lr sanitaIj' service and/or ClII18umption. as aforeaaid, Tenant covenants
and qreea to P"Y the water and sewer rent ch.uge (both mlnitnum and otherwise} and any other
tax, rent, levy, connection fee or meter M other charge which now or hereafter is assessed,
imposed (lr may became a lien upon the demised premises, (lr the realty of which they are a part,
pursuant to law, order or regulation made or issued in connection with the use, consumption,
maintenance or supply of water, or the water or sewerage connection or system.
(dl In no event shaD Landl!ltd be liable to Tenant in damages or otheMNiae for any
interruption, curtailment or suspenolon of any of the foregoing utility services in the event of a
default by Tenant under this Lease or due to repain, actil:ln (If public authority, strikes, sets of
God or public enemy, or any other cause, whether similar or diBBimilar to the aforesaid.
SEC'l'ION 12.02. ADD1ication For Utilities.
Tenant ahalI ma.lal all appropriate applications to the local utility companies at such
times as sb4ll be necetIIllllY to insure utilities being available at the demised premises no later
than the commencement of the term and pay all required depoolts, C!lnnection fees and/or
ch.ugea for meters within the applicable time period set by the local utility company.
SECTION 12.03. O1>eration of H~tin.. and Air-Conditionln...
Tenant must operate heating and CllOling equiPllJent to maintain store temperatures st
such temperatures as will prevent the freezing (lr bursting of pipes and the draining of heated and
chilled air from the enclosed mall.
SECTION 12.04. Utilitv Chanre Defmed.
All sums to be paid by Tenant in accordance with this Article XII are coUectively herein referred to
as the 'Utility Charge".
20'
Ml....I\Leo.. Bo4\d1CROWN MAlrt'ER LEASE BODy.....
(11-17099) --
AJlTICLB :am
BSTOPPI!.L CJI:JlTI1I1(:ATZ; BUBORDIIIATlOII'; ATTORIIJIBlIIT
, .
SECTION 13.01. Execution of EstoDDel CertlflMote.
At any time, and rrom time to time, upon the written request of Landlord or any
mortgagee, Tenant, within twenty (20) ~ of the date of eueb written request, agree. to execute
and deliver to Landl!lrd and/or sueb mort&qee" withQUt charge and in a form aatisfactoIj' to
Landklnl and/or such mortgas.ee, a written statement: (al ratifying this Lease; (b) eonlinning the
commencement and expiration dates of the term of this Lease; (el certifying that Tensnt is in
occupancy of the demised ,premises, and that the Lease is in lUll force and effect and ha. not
been modiJied, aBlligned, supplemented or amended eax:ept by euch writings as shall be stated; lel)
certllyIng that all condition. and qreemento under this Leaoe to be satisfied or performed by
Landlord have been 88.tisfied IUld performed except as shall be stated; Ie) certiJYing that Landlord
is not in default under the Lease and there are no defenses or !llfseta againet the enforcement of
this Leaoe by Landl!lrd, or stating the defaulta U>.d/ or d~Cen_ claimed by Tenant; If) reciting the
amount of advance rent. if any, paid by Tenant and the date to which such rent has been paid; (g)
reciting the amount of security depoolted with Landlord, iC any; (hI oertlCying C(lmpliance with the
environmental covenants of the Lease 8B oet forth in Section 5.03(j) of the Lease; and(!) any other
information which Landlord or the mortgas.ee shall require.
SECTION 13.02. Failure to Execute Estoonel Certificate.
The f8ilu.re of Tenant to execute, acknowledge and deliver to Landl!lrd and/or any
mortgas.ee a statement in 8CCllrdance with the proviaiona of Section 13.01 above within the period
oet forth in Section 13.01 8hal1 constitute an acknowledgment by Tenant which may be relied
upon by any person holding or intending to Il()qUire any interest wha~ in the demised
premises or the Shopping Center that this Lease has not been aaaJsned, amended, c:hanged (lr
modified, is in lUll r<m::e and effect and that the FIxed Minimum Rent, Tax Rent, Tenanh share of
Operating Costs, Utility Charge, Percentage Rent and additional rent ha'ie been duly and fu1Iy
paid not beyond the reope<:tive due dates immediately ~;"g the date of the request for IIUch
statement and shall constitute 8B to any pe_ns entitled to rely !In such statemento a waiver of
any defaults by Landlord or defenses or offsets apinst the enfon:e_nt of this Lease by Landlord
which m~ eziat prior to the date (If the written request, and Lancl)(lrd, at its option, may treat
such failure as a Deliberate Event of Default.
SECTION 13.03. Subordinstion and Attomm""t.
Tenant agrees (a) that, except BB hereinailer provided, this Lease is, and all of Tenant's
righto hereunder are and ahalI always be, subject and subotdinatc to any mortgage, leues of
Landlord's property (in aa1e-leasebackl pursuant to which Landlord has or shall retain the right of
possession of the demised premises or security inetrumeDts (co1JectiveIy called 'Mortgage"1 that
now eziat, or may hereafter be placed upon the demiBed premises or the Shopping Center (lr any
part thereof and to all advances made or to be made thereunder and to the interest thereon, and
all renewals, replacements, modifications, consolidations, or _olano thereof; and (bJ that if the
holder of any such Mortgage rMortpgee'J, the purd>aser a.t any foreclollUre 8BIe or at any sale
under a power of 8BIe contained in any Mortpae, or the !lWtler, at the time of the hereinafter
described request, (If the fee estate or the /eueh(lld estate of the real estate upon which' the
demised premises is situate (hereinafter referred to 8B Landlord for purposes of this Section) 8hal1
at its sole option 80 request, Tenant will attorn to, and ~ such Mortgagee, purchaser, or
Landlord, as the case may be, a. Lancl)(lrd under this Lease for the balance then "mD;n;'Ig of the
term of this Lease, subject to all terms of this Lease; and (c) that the aforesaid proviaiona aha1l be
selC operative and no further instrument or document ahall be necetl84Ij' unless required by any
such Mortpaee, purchaser, or Landlord. Notwithstanding anything to the Cllntrary set forth
above, any Mortgagee may at any time subordinate its Mortpae to this Lease, without Tenant's
consent, by execution of a written document subordinating such Mortgage to this Lease to the
extent set forth therein, and thereupon this Lease shall be deemed prior to such Mortgage to the
extent set forth in such written document without regard to their respective dates of execution,
deliveIj' and/or recording and in that event, to the extent set forth in such written d<>cument
such Mortgagee shall have the same rights witb ....spect 10 this Leal<: as though this Lease had
beer:'- executed and a memorandum thereof recorded prior to the execution. deli~ry and recordfng
21
D:\LqoN.ua< lIodiesICIU>WN MAS1'I:R LEASE lOlly.....
(H-t7-")
-
of the Mortgage and as though thia Lease had been aasigned to wch Mortgagee. Should
Landlord or any Mortgagee (If purch84er dcolre Cllnfl1'll\8.tion or eithcr such subc>rdination or such
attornment, as the case may be, Tenant upon written request, and from time to time, will e>recUte
and deliver without charge and In form 88.tiBfactoIj' to Landklrd, the Mortgagee or the purchaser
all instruments and/or documents that may.be requeated to acknowledge such subordination
and/ or agreement to attorn, in recordable form.
ARTICLB XlV
AS81QlOlERT DD 8tlllLBTT1lfG
SECTION 14.01. .....""...ei1t and Sublettlnlt.
(a) Tenant ahaII not ...luntarily, involuntarily, or by operation of law, lUI8i8n,
transfer, mortgage or otherwise encumber (herein coUecti....1y referred to .. an '...itlnment" this
Lease or any Interest (If Tenant herein. in whole or in part, nor sublet the whole or any part of the
demised premiBes, nor permit the dellJiaed ~ or any part thereor to be used (lr ElCCUpied by
others, without first (lbtaining ,in each and every instance the prior written conoent of Lancl)(lrd.
Any COlt8et1t by Landlord to an aasi&nment or subletting or Use or occupancy by others shall be
held to apply only to the apecilic tranaaction thereby authorized and shall not constitute a waiver
or the necessity for such consent to any subsequent assignment (lr subletting or use or
occupancy by others, including, but not 1imited to, a suhaequent asaignment or subletting by any
trustee, receiver, liquidator, or personal representative of Tenant, nor Bha1I the referenoea
anywhere in thiB Lease to eubtenants, licensees and conceaalonairea be construed as a consent
by Lancl)(lrd to an asolgnment. If this Lease or any Intereet herein be aasigned or II the demised
premises or any part thereof be sublet or used or occupied by anyone (lther than Tenant with!lut
Landlord's prior written consent having been obtained thereto, Landklnl may nCM:rtlteless collect
rent (including. but not Jitnlted to, Fixed Minimum Rent, Pa'oentage Rent, the Uti1ity Charge, Tax
Rent, Tenant's proportionste share (If LandIllrd's Operating Coeta, and additional rent) from the
asolgnee, sublessee, user or occupant and apply the nct amount coUected to the rents herein
rellerved, and furthermore in any such event Tenant sha1I Pay to Landlord monthly, as additional
rent, the excess of the consideration received or to be received during such month for such
assignment, sublease, or occupancy (whether or not denoted as rent) over the rental reserved for
such month in this Lease applicable to euch portion of the demised premises so aasi&ned, sublct
or occupied, No such aasignment, subletting, use, occupancy or collection shall be deemed a
waiver of the covenant herein against a8Bigntncnt, aubletting or use or occupancy by others. or
the acceptance of the aasi&nee, subtenant, user or occupant.. Tenant hereunder, M constitute a
release of Tenant from the further perCormanceaby Tenant (If the terms and provisions of this
Lease. If this Lease or any intereat of Tenant herein be sasigned or if the whole (lr any part (If the
demised premises be sublet or used or occupied by others, after having obtained Landlord's prior
written consent thereto, Tenant shall nevertheless remain fUlly liable for the full perf<>rmance or
all obligations under this Lease to be perCMmed by Tenant and Tenant shall not be released
therefrom in any manner~
(hI If at any time during the term of this Lease any pan (lr all of the corporate shares
of Tenant, or of a parent corporation of which Tenant is a direct or Indirect subsidiary, shall be
transferred by sale, aaolgnment, heque.t, inheritance, (lperati!ln of law or other diBpooltion so as
to result in a change in the present eft'ecti"" ...ting control (If Tenant or of such parent
corporation. by the person or persons owning Or contr!llling a ml\iority or the shares of Tenant or
of such parent corporation on the date of this Lease, Tenant shall prompUy no~ Landlord in
writing of such chanlP', and such change in voting control shall constitute an assignment of this
Lease for all purpose. or this Section; provided, however, that this provision shall not apply in the
event that o""r fifty percent 15O%) of the voting power of the Tenant corporation or of 8\lch parent
corporation is held by fifty (50) or mare unrelated shareholders or distributed to such number of
unrelated shareholders in a public distribution of securities. This clause shall not spply to a
corporation whoae stock is traded in .. nationally reCllgni%ed stock exchange.
(c) If Tenant is a partnership and II at any time during the term of this Leaoe any
person who at the time of the execution (If this Lease owns a general partner's Interest ceases to
own such general partner's interesl, such ceB8Stion (If ownership shall constitute an assignment
of this Leasc for all purpeses of this Section.
(d) Upon the ocCUrrence of any ~r such events as deacn'bed in Section 14.01(a').
22
D:lL<sol\Leu. Bod""\CROWN MASTER LMSE BODY.doc:
(II-I?-")
14.0l(h), or 14.0l(cl heteoC, whether ""luntaI}', involuntaty, by operation of la...., or. otherwi~,
without the prior written consent of LandkInI (whether or not Tenant ahalI have lI'vetl notice
thereor to Landlord}, Landlord may treat any such lleCIl1'retIce as a Delibera~ Event of Default.
SECTION 14.02. Annlication to Assilll'l or SUblet.
In the event that Tenant should desire to asaign or sublet the whole or a part of the
leased premises, Tenant ahall submit to Landlord a written 8tatement, aigned by Tenant, Betting
rorth the foUowing information:
lal The name and 8ddreaa of the proposed assignee or subtenant and the character
of its business; .
,(hl The activities to be conducted In and the use to be made of the premlaea by the
proposed assignee (lr subtenant; ,
Ic) A ruu and complete outline of all of the terms and Cllnditions of the proposed
asaignment or subletting;
IdJ Such financial information and credit information pertaining to the proposed
a80lgnee or subtenant sullicient to enable Lancl)(lrd to evaluate its financia1 responsibility;
(el A representation that the proposed ..olgnee or subtenant is not a tenant,
subtenant, a88ignee or occupant of any space in the Shopping Center.
During a peri!ld or thirty (30) ~ after receipt by Landklnl of the foregoing infonnation,
Landlord may elect (1) to consent to such proposed aseignment or subletting; or (2) to refuse or
withhold consent to such .AAllV'm~t or subletting; or (31 terminate this Lease, in which event
thiB Lease shall terminate and end upon thirty (30) days' written notice of Lancl)(lrd'8 deciolon to
so termlnste. SUch election may be exercised by written notice served upon Tenant within such
thirty (30) day period, but if no such notice is served, it shall be deemed that Landlord has elected
to refu8e or withhold conoent 01 the proposed assignment or subletting. Landlord qreea not
unreasonably to refuse or withhold consent to such proposed ..signment (lr subletting, but it
shall concluBively be deemed that Landklnl's refuaal or withholding (If consent is not
unreasonable if the proposed asaignee or subtensnt, or the character of the buolnes8 of the
proposed aaolgnee or subtensnt, or the use for which the pt"Opllsed asaignee or subtenant is to
occupy said premi8eB, (lr any of them, is in Landlonl's sole diacretion less desirable; and it shall
conclusively be deemed that Landlord's refusal or withholding or consent is n!lt unreaaonsble if
the sublease rent is greater than the rent payable under thl. Lease, unless Tenant agrees in
writing that such excess shall be paid to Lancl)(lrd.
SECTION 14.03. CODY of A...n~~nt or Sub~.....
Landlord's consent to any asaignment or sublease shall n(lt be effective until one III fully-
executed ,copy of any written instrument of ascignment or suhlease has been delivered to
Landlord.
ARTJCLB XV
1I1tRCHA1n'8' M8OCIATJOlI; PROIIOTI01I J'U1m; .\DVltltTDIIIIG
SECI'ION 15.01. Merchants' A.~;Dtinn. Pn:nnotion Fund and AdvertiRina:.
(8) Tenant cooenants and ageee to become a member of any Merchanta' Association
formed by the tenants of the Shoppin& Center and apprc>ved by Landl(lrd, and to maintain such
membership througlwut the term of this Lease. Tenant further agrees to pay as ita share or the
Cllet of the aetmties conclucted by wch aaaociation the sum set forth in Section "J" (If the
Indenture of Lease or such lither BUn! as shall be determined by the Merchanto' Aaeoeiation,
hereinafter referred to as 'Merchants' Aaaoclation Payment", _ble in advance in monthly
instaliments to the Mercbanto' Aaaociati(ln. If Lancl)(lrd electa, Landlord may CllUect said
Mercbanto' Association PlIJ'm...t on behalf of the Merchants' Association in which case Tenant's
Merchants' Association PB.Ymcnt shall be peyable monthly together with installments of Fixed
Minimum Rent. In addition, should Tenant fail to make any wch Merchanto' Association
payments when clue, Landlord; an behalf of the Merchanto' Association, may coUect said
payments in the same manner and with the aame rights granted to Landlord under the Lease for
the collection of rent or other chatges. Commencing with the second Lease Year, and each Lease
Year thereafter, the Merchants' Aa8ociation paYment shall be adjusted in the mannC1' oet forth
23
D:\l.qaIlLea..lIodios\C1l0WN MASTER LEASE BODY.doe
(1t-l7-")
below, but never lees than the above amount. The amount (If the Merchants' AlI8OCiation
~ellt for each Lease Year, eomn>encing with the second Lease Year, shall be determined as
f(lllowa: Using the 'Consumer's Price Index - U. S. Average, AU Item and Commodity Groups.,
published monthly in the .Monthly Labor Review" by the United States Department of Labor, for
the m(lnth and year during which the Lease was executed as the denominator and the index
number for the fU'llt month of each Lease Year thereafter BB the numerator, multipl,y said
re.ulting fracti!ln time. the. above stated Merchanto' AssclciatWn rate. In the event that the
Bureau or Labor Statistics shtill change the base period, the new index numbers shall be
substituted for the (lld index numbers in making the above computstion. In the event the
Consumer's Price Index of the United Ststes Bureau of Labor Statistics is discontinued,
comparable etali.tics on the purcbasing.power of the c:onswner dollar as pub1ishocl at the time' of
said discontinuation by a responsible financial periodical or ~ authorityebalJ be used for
making .uch computation. Tenant also agrees to cooperate IW/y with the Landlord and other
tenanto of the Shopping Center in promoting the use of trade names and sIQgan. as may be
adopted ror the Shllpping Center, and all promotional and advertiBing cam~.. and pay any
special _ento as are requ~ by the Merchants' Assclciation. Within thlrty (30) daya after
bijling, Tensnt agrees to p"y In addition to the foregoing duea,lt single Initial allSC8Bment equal to
the amount set forth in Section . J. of the Indenture of Lease for promotional expenses in
introducing the shopping center to the market area. Tenant agrees that Landlord (lr ito deolgnee
msy in its sole discretion and under ita exclusive control and supervision provide the association
with any or all of, and be reimbursed by the lI8lIOCiati!ln for providing the ((lllilwmg; (i) the services
of a marketing director and all sta1f and outside conaultanto [including professional marketing
service organizations) deemed neceseary by Landlord to <:any out effectively the marketing and
publiC reJo.tions objectiv<os of the Merchants' ABBOCiation including, without limitation, all payroll,
payroll taxes and employee benefita of any such director and stBIT; Ibl such reuonable amount of
space within the shopping center as msy be neoessaiY for the Mercbanta' Assoeiation, the rental
therefor to be comparable to the rentals for BimllarIy BiBed tenant apace in Landlord'. building;
(iii) all actua1 eoet. incurred In advertising and promoting the Shopping Center, including without
limitation radio, newspaper, televiaion, direct and Indirect coato of services. artwork, copy.
printing. paper, stationOIj' and supplies; and (iv) such offICe equipment, utilities and telephone.
a. may be deemed neceUBty by the marketing director.
(h) Notwithstanding that Landlord may form the ASsociation aa set forth above,
Landlord or the Lancl)(lrd'. designee reserves the right at any time and from time to time, without
Tenant's consent or approval, to institute in its place a Pramc>tion Fund to fumiBh and maintain
advertising and sales promoti!lns for the benefit of all tenanto of the Shopping Center. Upon
rormation of the Promotion Fund, the Association will turn OYer all amounta in ita possellSion t(l
Lancl)(lrd or the Landlord's designee which will open and 'maintain a bank account, separate from
all ofito other bank accounts, into which Lancl)(lrd (It the Landklnl'. designee shall deposit the
prom(ltion fund contributiCltl paid by Tenant, the aforesaid amount received from the AlllOCiation,
.. well as other contributions which Landklnl or the Lancl)(lrd'a designee may receive from time to
time from other tenants of the Center (the lIIlll"'Pte of such t'unda Cln hand from time to time
being referred to herein .... the 'Prclll'l(ltWn Fundi. Upon turning I>ver such funds to Landklnl or
the Lancl)(lrd's deaignee, the Association shall be liquidated and diBsolvecI. Co",,",encing with the
formaoon of the Promotio!ll"und, and thereafter while the Promotion Fund is in e><iatence, Tenant
shall ~ to Landlord or the Landlord's designee, as Tensnt's Cllntrlbution to the Prom(ltion Fund,
the initial c1iarge and an annual charge ("Promoti!ln Chatge1 which shall be in the .ame
amounts, including any CPl acijuatmento, aa the .....~..."ent Tenant would be required to P"Y to
the Association if the same, was in effect, except that the annual charge shall be payable monthly
together with in.tallments of Fixed Minimum Rent. The Prom(ltion Fund shall be used by
Lancl)(lrd or the Lancl)(lrd'. designee to ~ all coet8 and expenses associated with the
implementation of an ongoing program for the promotion of the Sbopping Center, which program
may include, without limltati!ln, special events, shows, displey1s, signs. seasonal events,
institutional advertising for the Shopping Center, Promotional literature and other activities
designed to attract customers to the Shopping Center. In connection with the operation of the
Promotion Fund. Landlord or the Landlord's designee .hall have the right to employ or cause to
be employed all promotional services and personnel which, in the judgment of the Landlord or the
Landlord's designee, are neoe888.Ij'to administer such fund and such prollJOtional activities, and
, such personnel shall be under the exclusive Cllntrol and supeJVision of Landlord or the Landlord'.
designee who shall have the .ole authority to employ and discharge such personnel. The
Z4
P'lLtcallLc... BocIiaICROWN MASTER LEASE BODY.doc
(n.".",)
Promotion Fund may also be used to defray the cost of admlnistrs!iQn of the Promotion Fund and
such advertising programs includlns. without limita!iQn, the BalBIj' of the promotion and
advertising director and n:lated administrative pereonnel, rent and insurance. Landlord shan
have no obligati!ln to expend on such onfl')ing programs any Cunels in exceBl of the annual sums
contributed to the Promotion Fund after payment (If aU such administrative and other CXpenae$.
Icl' AU sums required to be paid by Tenant pursuant to this Article 1W shall be
deemed "additional rent', shall be payable without demand, deduction or offset, and f(lr the
purpooe. (If Articles XVIII and XIX of this Lease shall be referred to as the Promotion Charge.
ldl Notwithstanding anything to the contrary eontained herein, Lancl)(lrd or the
Landlord's designee reserves the right, from time to time upon written notice to tenant, to oonvert
the Aaaociation (lr Promoti!ln Fund to any other entity selected by Landlord or the Landlord's
deolgnee to perform the servicea theretofore performed by the Associati(ln or Promotion Fund.
Upon the formation of such entity, the provisions (If Sectiona la) and/or !h) hereof which are then
in efieet shall cease and become nuD and void, and thereafter Tenant shall comply with the
charter or by-laws (If such new entity. Tenant shall pay to such new entity, Landlord, or the
Landlord's designee, as directed by Landlord or the Landlord's designee, the paymenta theretofore
required to be paid by Tenant to the A88!lciation (lr Promotion ltund. .
Ie) If the Shopping Center, as initiBlb' constructed, shall be expanded by addinS Boor
area equal to more than ten percent 110%} (If the /lQor ...... initially contained in the Shopping
Center, Tenant shall pay to Landlord, (In demand, an amount determined by Ii) llJultiplying the
floor area (If the demised premises by the average rate per 8IJUare foot (If aU. contributions which
tenants (If the expansion area shall become obligated to make with respect to promotion and
advertising of the initial opening of such expansion for business, and (ii) dividing the proouct
thus obtained by two 121.
ART1CLB XVI
DBSTRucnOB OP LBAlIBD J'RElII'"
SECTION 16.01. Total or Partial Deetruction.
(4) If the leased premises shall be damaged by lire or other casualty covered by
Landlord's policies of lire and broad form extended coveraae insurance but are not thereby
rendered untensntable in whole (If in part, sUbject to the limitations hereafter set Corth, Landlord,
at its own ezpense, may cause such damo.ge to be repaiRd, and the rent aball not be abated. If
by reason of such occurrence, the premlseB 8hal1 be rendered untenantable in whole or in part,
subject to the limitati!lns hereafter set forth, Landlord, at ita own expense, ma,y caUae the dam8ge
to be repaired and the FIxed Minimum Rent shall be abated proportionately as to the p<n1ion of
the premiae8 rendered untenantable until the compJeti!ln (If Landlord's repaira thereto. If the
leased premi.... shall be damaged or destroyed by a lire or CBBUa!ty, in whole or in part, and the
Landklnl, at it. option, decidea n!lt to repair and restore the premlseB, Landlord shall have the
right, to be eurciBecI by notice in writing de1iva-ed to Tenant within abtt;y (60) d~ from and after
the occurrence of such do",oV or destruction, to cancel and terminate this Leaae. Either party
shall have. the right, to be exercised by Mtice in writing, deligered to the other within thirty (30)
days from and after any occur:rence which renders the premises wholly untensntable to cancel
this Lease, if aaid destructicln (If the premises oecura within the Iaet three (3) years or the term Of
this Lease, aaid canceUati!ln to take effect ninety 1901 days from and after the receipt of such
notice by the other party, and in such event this Lease and the tensncy hereby created shall
ceaoe as of the aroreaaid cancellation date, the rent to be alljueted as of such date; provided,
however, that if Landlord shall commence repllirs Qr reconstruction of the destroyed premiae8
during the period prior to the cancellation date, the tenancy altall remain In effect and said notice
or cancellation shall be considered void. en no event ahalI Lancl)(lrd be obligated to expend for any
repaira or reconstruction pursuant to this Section 16.01 an amount in ace... of the insurance
proceeds recovered by it and alIDcabk> to the damage to the Ieaoed premises after deduction
therefrom of Landlord's reasonable expenses in obtaining such proceeds and any amounts
required t(l be paid to Landlord's mortgagee. Nothing in this Section shall be construed to permit
the abatement in whole or in part of the Percentage Rent, IUld the calculation (If Percentage Rent
shall be governed solely by Section 2.01(c) hereot
(bl If the LanclJord is required t(l repair or reconsiruct the leased premises pursuant
to the provisions of this Section 16.01, ita obligation shall be limited "to the building sheD. Tenant
. 25
D:ILepN..cooe 8odtetICROWN MASTER LEASE BODY.do<
(11-17-99)
at Tenant's expense shalt promptly perlcrnn all repairs or restoration not required to be done by
Landlord and shan promptly re-enter the demised premises and CQmmence doing businesa in
accordance with ths provisions of this Lease. Lancl)(ltd shtill not be liable for delays occasWned
by adjustment of lo_s with insurance canierB or by any other cause so long as Landlord shall
proceed in good faith. ." .
(c) Notwithstanding anything set forth herein to the C!lntraIj', Tenant shall be
responsible fM all repairs and replacements of damage and/or deatruction of the 1_ premises
neceaaitated by burglary or attempted buIllIIlIj', or any other iIlega1 or forcible entty Into the
demised premiBes.
SECTION 16.02, Partial Destruction or ShoDO~" Center.
In the C\'elIt that flIl;y percent (50%) (lr m!lre (If the groaa ItaBable IIoor area (If the
Shopping Center shall be "'Am.p<! or destroyed by fire (lr other caUse notwithstanding that the
leased premiBea may be unaffected by such fire or other cause, Landlord ahBIl have the right, to
be exen::i8ed by notice in writing delivered to Tenant within sixty (601 daya after said occurrence,
to cancel and terminate thiB Lease. Upon the giving of such notice, the term of this Lease shall
expire by lapse of time upon the fifteenth (15th) day after such notice is given and Tenant shall
vacate the leased premlBetl and surrender the 88.me to Landklnl.
ARTICLIt xvn.
BIIDlBIT DOIWlr
SECTION 17.01. T!ltal Condemnstion.
II the whole (If the demised premises shall be taken by any public or qulllli-pubUc
authority under the pow<:r of eminent d(lmaln, condemnation or expropriation, (lr in the event or a
conveyance in lieu thereof, then !hit Lease shall terminate ... of the date on which possession of
the demised premloeB is required to be 8W'rendered to the condemning authority, and Tenant
shall have no claitn against Lancl)(ltd or the condemning authority wr the value of the unexpired
term of thiB Lease.
SECTION 17.02. ParUal Condemnation.
IC any part of the leased premises shall be 80 taken or conveyed and if such partial taking
or conveyance shan render the Jeased premioee unsuitable for the business or the Tenant, then
the term of thiB Lease shall cease and terminate as of the date (In which po888Bsion or the
demi&ed premises is required to be sumondered to the condemning authority and Tenant shall
have no claim against Landklnl or the condemning authority for the value of any unexpired term
or this Lease. In the event such partial taidn& or C!lnveyanoe is not extensive enough to render
the premlses unsuitable for the business or Tenant, "this Lease shall continue in run force and
effect except that the Fixed Minimum Rent and the Percentage Rent Groaa Sales Base shall each
be reduced in the same proportion that the IIoor area or the demiBed premioes so taken or
convt:yed bears to such IIoor area immediately prior to such taking or conveyance, such reducti!ln
commeDCing as of the dste Tenant is required to aurrender ~n of such portion and with
respect to the ~ during which the demised prem!aea are not open for business the ca1culatl(ln
of Percentage Rent 8hal1 be acijusted in a.ccordance with Section 2.01(c) hereof. Lan<llord shall
promptly restore the leased premises, to the extent of Cllndemnstion proceeds available for such
purpose, as nearly sa practicable to a condition comparable to Uieir c(lndition as the time of such
condemna.ti<ln leas the portion lost in the taking or oonveyance and Tenant shall promptly malce
all necee88Ij' repairs, restoration and alterations of Tenant. fixtu1'es, equipment and rumiahlngs
and shall promptly re-enter the leased premiaea and commence doing business in accordance
with the proviaiona or this Lease. For purposes or deterllJinlng the amount of funds available fM
restoration of the leased premises from the condemnation award, aaid amount will be deemed to
be that part of the award which remoins aftet ps,yment of Landlord's reaB!lnable expenses
incurred in recovering same and of any amounts due to any mortgB&ee oC Landlord, and which
representa a portion of the total sum 80 available (excluding anyaWlU'd or other compen88.tion for
land) which is equitably tillocable to the leased premises. '
26
D:\Lq.IILea.. BodIelICllOWN MASTER LtASE BODY.""
(11.11-99)
.
SEctiON 17.03. Partial Condemnation ofShoonirurC'..ener.
(al If moJ'e than one-third 11/3\ (If the fioor area of the buildings (If which the
demised premlaeB are a part or m!lre than one-third {1/31 of the leasable fioor area (If the
Shopping Center or more than one-third {1/31 of the Comm!ln Areas shall be 80 taken -or
conveyed, or {hI if any part of the parking area In the Sh(lpplng Center is II? taken or con~
and as a result of such partia1 taking or conveyance the size, layout or location of the. remaulIng
parking r.cilitiea will violatB the requirements of the applicable zoning or similar ~w (or any
pennitted variance or eKc:eption thereto). then in any or ll11 such evento notwithstanding the fad
that the demised premlaeB are not so taken or conveyed, Landlord ahalI have the right and power,
at ita option to be exercised by written notice to Tenant, to terminste thiB Lease effective either
the date title vesto In the condemning authority or the date Landlord is required to deliver
po.se....ion (If the pan; .80 taken or conwyed; provided, hllWever, in the event (If a taking or
conveyance described in clause {bl, if Landlord shll11 toke ~te steps towards elimlnating
such violation, this Lease ahalI be unaft'eeted and remain in IUD f(lrce and effect. In any event,
Tenant shall have n!l claim against Landlord (lr the Cllndemning auth(lrity for the value or any
unexpired term of this Lease.
SECTION 17.04. lAndlord's DamatreS.
In the event of any condemnation or taking BB hereinbefore provided. whether whole or
partia1, the Tenant shall not be entitled to any part of the award as damages or (ltherwiae for such
condemnation and Lancl)(lrd and any mortpgee of Landlord are to receive the fuD amount of such
award as their respective interesto may appear. Tenant hereby expressly waiooes any right (lr
claim to any part thereof and asolgn. to Landlord any such right or claim to which Tenant might
become entitled.
SECTION 17.05. Tenant'. nama""".
Alth(lugh all damages in the event of any c(lndemnstion are to beltmg to the Landlord and
any mortgagee or Landlord as liIoresaid, whether such damages are awarded as fuD compensation
ror diminution in. value of the leuehold or to the fee of the leased premiBea. Tenant shall have the
right to the _t that same shall n!lt .ditninish the Landlord's or such mortgagee'. award to
claim and reCllVe1' from the condemning authority, but not from Landlord or such llJortgagee,
such compensation as may be separately awarded or recoverable by Tenant under the Eminent
Domain Code in Tenant's own right Cor or on account of, and limited solely tll, any cost to which
Tenant might be put In removing Tenant's merchandise, furniture, fixtures, and equipment.
AR1'lCI.E xvm
BAnlU<uha OR III80LVEIICY
SECTiON 18.01. Bankruotcv or Insolvencv.
tal If at any time prWr to the date herein IiJred as the commencement of the term of
thia Lease or at any time therealter there shall be Cited by or apinat Tenant in any court
pllrBuant to any statute either of the United States or QC any state, a petition In insolvency, or If
Tenant makes an assignment for the benefit of creclltorl or if there is an asolgnment by operation
of law, or if Tenant makes application to Tenant's creditors to settle (lr compound or extend the
time for ~ent (If Tenant's ob1igation, or if any execution (lr attachment shall be Icvied upon
any of the Tenant's property or the demlsed premiBes are taken or oceupied or attempted to be
taken or occupied by someone other than the Tenant, then this Lease aha11 at the Landlord-.
option be cancelled and terminated and, in which event, neither Tenant nM any person c1aimin&
through or under Tenant or by virtue of any statute or of an order of any court shall be entiUed iQ
possession of the demised preml8etl.
(hI If at any time prior to the date herein filted as the commencement of the term of
this Lease or at any time thereafter there .hall be Cited by or against Tenant in any court of the
United States a petiti!ln in bankruptcy or for reorganimtion or for the apPOintment of a receiver or
trustee of all or a portion or Tenant's property, then this Lease shall at the Landlord's option be
canceUed and terminated If such cancellation or termination is pemritted by the applicable law. If
such termination or cancel1e.tion i. not permitted by the applicable law, then: (i) upon the li1ing of
a petition by or againat Tenant under the Bankruptcy Code, Tensnt. as debtor snd sa debtor in
possession. and any tnlstee who may be appointed, agree to perform each and every obliga.tion of
21
D:\Lep1\Lale Bodl,o\CROWN MASTER LEASE BODY"'..
(t1-17-99)
Tenant under this Lease until such time as this Lease is either rejectecl'(lr assumed by order of
the United States Bankruptcy Court; and to P"Y monthly in advance on the first d~ of each
m!lnth as reasonsble compensati!ln for UBe and occUpancy of the PremiBea an amount equal to all
Annual Minimum Rent aild AddJti!lnal Rent; and to r<;ject (lr aasume this Lease within sixty (60)
days of the filing of such petition under the Balikruptcy Code; and to give Landlord at least furty-
five (45) days prior written n(ltice of any proce"Clillg relating to any assumpoon of this Lease; and
to give at /e84t thirty (301 days prior written notice of any abandonment of the I"remIaes; any such
abandonment to be deemed a r<;jection of thisLeaae; and tll d!l aU other things of benefit to
Landlord otherwise required under the Bankruptcy Code; and to be deemed to have rejected this
LeaBe in the event of the failure to comply with any of the abclw:; and to have consented to the
entIy of an order by anappropr;ate United States Bankruptcy Court providing all of the above,
waiving notice IUld bearing of the entIy of same; (ii) no default m this Lease by Tenant, either
prior to or subsequent to the tiling of such a petition, shall be deemed to have been waived unleas
expressly done ..,. in writing by Landlord; (w) it is understood and qreed that this is a Lease of
rea1 property In a shopping center and of nonresidential rea1 property as such a lease is deecn'bed
or referred to in the Bankruptcy C!lde; liv! included within and in additicln tll any other conditions
or ob6gations lmposedupon Tenant or Its successor in the event of assumption and/or
assignment fU'e the cure m any monetaI}' defaulto and the reitnburaement of pecunlazy Ioas
within not more than thirty (30) days of aMumption and/or assignment; and the depoolt of an
additional sum equal to three (3) months' Rent; and the use of the Premises as set forth in the
Indenture of this Lease and the quality and/ or lines of merchandise (If any goods (lr servicea
required to be offered. for aa1e are unchanged; and the reorpnia!cl debtor or assignee of such
debtor in poaseaaion or of Tenant's trustee demonstrates in writing that it has sullicienl
baclcground including, but not limited 00, substantial retailing experience in shopping centers of
Cll",parable size and fmaneial ability to operate a retail e_blishment out of this Lease; and the
Premi..... at all times, remains a aing1e store and no phyaica1 changes (If any kind may be made
to the Premises unless in compliance with the applicable proviolons of th.!s Lease.
ARTICLB XIX
BVElfrS OF DEFAULT; LAlfDLORD" I>1!V1I!I'lIJl8
SECTION 19.01. EventaofDefault.
The following shall constitute Events of Default:
Ia) If Tenant defaults in the payment of any sum (If m!lney (whether FIxed Minimum
Rent, Percentage Rent, Tlllt Rent, Tenanfs proportionste share of Operating Costo, the Utility
Ch.uge, Promotion Charge, additional rent or otherwisel WhM due and such default shall
continue for a period of more than ten (101 days after the date said ps.yment i~ due.
(h) Except as to acto, defaults, omiasloas and/or occurrences characterized, de6ned,
denoted, or identified in this Lease .. Deliberate Events of Default, if Tenant defaults in fJllfil1ing
any of the other c:ovenanta of this Lease !In Tenant's part to be performed hereunder and such
default shall continue for the period within wblch performance is required to be made by SpecifIC
provisi!ln of this Lease, or, if no such period is provided, fifteen (15) days alter the date of written
notice from Landlord to Tenant IlpecifYing the nature of said default, or, if the default 80 specified
shall be of such a nature that the same CIU1Il(lt be reasonably cured (lr remedied within said
fifteen (15) day period, if Tenant shall not in good faith haw commenced the curing (lr remedying
of such default within such rUi.een (15) day period and ahalI not thereafter diligently proceed
therewith to completion. .
(cl If ""y execUtlon or attachment shall be iBaued apinst Tenant Or any of Tenant's
property and shall not be diBcharged orvacated.within ten (101 days after the issuance thereof.
(d) Any event described in Section 18.01.
(el If Tenant shall abandon the demised premises or if the demised premia... shall be
pennitte<l to become vacant, or shall fail to keep the demised preml"es continuously and
uninterruptedly open for buolneas.
28
o,\Lcpl\Lwe IJodIol\CROWN MASTER LEASE BODy.....
(11.17-"\
I
.J
SECTION 19.02. Deliberate Evento or Default.
. (a} Notwithstanding anything to the CllntraIj' set forth in this Lease, If Tensnt shall
default (1) in the timely p~ent of Fixed MinImum Rent, Percentage Rent, Tax Rent, Tenant's
. proportionate share of Operating Costs, the Utility Chatge, or Pnnnotion Chatge or in the timely
reporting of GroBS SaJea or any of them, anti any such default ahalI be repeated tw(l (2) times in
any period of twelve (12) _ths: or (2) in the performance of any other covenant of this Lease
more than three (3) times In any period of twelve (12/ month.. then, notwithetanding that such
defaults ahtill have been cured within. the period after notice as aOOve provided, any further
similar default within such twelve (12) month period ahtill be deemed to be a Deliberate Event or
Default. ,. .
(bl Any default, act, omission or occurrence chazacterized, defined, denoted, or
identified elsewhere in this Lease 8B a Deliberate Event (If Default ~n alao be a Deliberate Event
of Default.
Ie) In the event of a Deliberate Ewnt of Default, Lancll!lrd, without giving Tenant any
notice and without all'otding Tenant an opportunity to cute the default lTenant hereby apeclfJCa1ly
waNing any right or tenderj may ~ any or till of ita righta under thiB Lease in addition to
those it may have at law or in equity.
SECTtON 19.03. Tennination.
Up!ln or aCter the occurrence of anyone or more (If such Ewnt of Default or Deliberate
Events of Defauh, if the term sball not ha.... commenced, Landlord may immediately cancel this
Lease by written notice to Tensnt, or if the tenn 8hal1 hsve commenced Landlord may serve upon
Tenant a written notice that this Lease and the tenn will tenninate on a date to be specified
therein, which shall not be Jess than ten (1 0/ ~ after the date of such notice and, in either
event, Tenant shall ha... no right to avoid the cancellation or termination by payment (If any sum
due or by other performance !If any condition, tenn or covenant broken. Upon the date specified
in the aforesaid notice of termination, this Lea... and the tenn hereof ahtill terminate and come to
an end as fully and completely as if wch date were the day herein definitely fixed for the end and
expiration or thi. Lease and such tenn, and Tenant shall then quit and surrender the demised
premiBeB to Landlord, but notwithstanding any statute, rule of law, or deciBion of any court to the
contrSIj', Tensnt shall ,.,maIn liable a. set forth hereinafter. Notwithetandlng Landlord's election
to termlnste this Lease, Landlord may, at its option, reinstate this Lease at any time thereafter,
and a letter from Lancl)(lrd, Agent or the attorney for Landlord or A&ent setting fMlh Landlord's
exercise of its option to reinstate the Lease shall be oullicient to reinstate this Lease upon all of il$
terms and condition.. without any other notice to (lr from either party to the (lther.
SECTtON 19.04. Ri~ht of Po....".,.;on.
Upon or after anyone or more Evento (If Default or Deliberate E...nto of Default; or if the
notice provided for above in Section 19.03 hereof sball have been given and this Le..... shall be
terminated; or if the demised premises become vacant or deserted; then, in all or any (If such
events. in addition to, and not in lieu of, all other rentedies of Landlord, Landlord may without
notice terminate all servic:ea (including, but not limited to, the furnishing !If utilitiea) and/or re-.
enter the demised p~, either by force or otherwise, and/(lr by oummary proceedings or
otherwise dispo_ Tenant. and the 1epI repteaentacMo of Tenant or other occupant of the
demised premioea, anti remove their e1l'ects and repooi_ and enjoy the demised premises,
together with aU alterations, additions and i1nprovements, all without being liable to proaecution
or damages thereror.
SECTION 19.05. Additional Remedies of Landloni.
(al In the event of any Event of Default, Deliberate l!lvent of Default, re-entIj',
termlnati!ln and/or disposaeBBi(ln by s,,1IIIDIl1Y proceedings or otherwise, in addition to, and not
in lieu or, all other remedies whlch Landlord has under this Lease, at law or in equity: (1) the
Fixed Minimum Rent shall become due thereupon and be paid up to the time of such re-entIj',
dispossesolon and/or expiration; and (2) Landlord ~. in ita sole discretion, relet the demised
premise. or any part or P"rts thereof, either in the name of Landlord or otherwise, for a tenn
which may at Landlord's option be leas than (lr ext:eed the period which would otherwise have
constituted the balance of the term of this Lease. and may grant concessions Or free rent;
provided. however, Landlord is expreBSIy under no obligation to relet the dem~ premises: and
(3) Tenant or the legal representstive of Tenant shall aloo pay Landlord, at Landlord's option and
29
D:\LccaIlLctl.. _coICROWN MASTER LEASE IlODV.doe
(11-17.99)
whether or not Landlord has terminated or canceUed this LeUe, .. liquidated damages. for the
failure or Tenant to observe and perfcmn aaid Tenant's covenants herein contained, for each
month of the pericld which would otherwise have constituted the balance of the term, the excess,
if any, of the sum of one monthly instal1ment of Fixed Minimum Rent, (lne-tweIfth (1/12th) of the
annual average Percentage Rent ~b1e hereunder for the three (3) lease years "immediately
p~ (or lor the entire preceding portion of the term of this Lease if Ieoa than three (3) lea8e
years), the moothly portion of the payment of Tax Rent that woukl have been payable f(lr the
period in question but f(lr such re-entIj' or termlnstion, the Utility Chatge Pa,yable for such
month computed on the basis of the averilge nlllDthly charge for the said three (3) prec:eding1ease
years or entire preceding portion (If the tenD, as the case may be, the monthly payment or
Tenant's current proportionate share of Operating eo.bI, the i'roDu:lti!ln Chatge computed on a
monthly bas;' over the net Bm(lunt, II any, of the rentB actually collected on account or the 1ease
or Jeases of the demised premlsea for such month. Tbe refusal or failure of Landlord to relet the
demised premloea or any part or parts thereof shall not release or afI'ect Tenant's liability ror
clamagea. In computing auch 1iquidated damages there shaD be added to the aid dcliciency such
expense. as Landlord may incur In connection with relettlng, ouch as court """ta, attMneys' fees
and disburaementa, brokerage and manqe.trient fees and co......i.aion., cost of putting and
keeping the demised premises in good order and COBt8 of preparing the demised premises for
reletting as hereinafter provided. Any such liquidated clamagea shall. be paid in M!lnthly
insta11mento by Tenant on the day specified in thiB Lease for the payment of Fixed Minimum Rent
and any action brought to ClIlIect the amount of deficiency for any month 8hal1 n(lt prejudice in
any ~ either the lights of Landlord to collect the deficiency for any subsequent month by a
similar proceeding; provided only that such liquidated clamagea shall be reduced by the amount,
if any, of monthly liquidated damages collected by Landklnl minus the actual cost (including
attorneys' fees and coatal of Cllllecting such m!lnthly liquidated damages. Lancl)(lrd, at Landlord's
option, may make such alterations, repairs, rep1acementa and/ or decorations in the demised
premises BB Landlord in Landlord's aole judgment Clln.iders advisable and neceS88Ij' for the.
purpose ofreletting the demised premioea; and the making of such alterations and/or decorations
shall not operate Dr be constnled to release Tenant from liability hereunder as aforesaid.
Landlord shall in no event be liable in any way whataoeYer for failure to relet the demised
premioe., or, in the event that the demised premises are relet, for failure to Cllllect the rent
thereof under such reletting.
(b) In any of the circumatan<:ea mentioned in the foregoing Section 19.05(al in which
Landlord shall have the right to h!l1d Tenant liable .... therein provided, Landlord ahaU have the
election, in place and inetead of h(llding Tenant 80 liable, forthwith to recover againet Tenant, as
liquidated damage. for loss of the bargain and not .... a penalty, .. sum equal to the Fixed
Minimum Rent multiplied by the number of month. and fractional month which would have
constituted the balance (If the term, together with Cllet8 and attorneys' fees.
(cl In the event of .. breach or threatened breach by Tenant of any of the covenanto
or provisions hereof, Landlord shall have the tight of ~unction and the light to involte any
remedy allowed at law (lr in equity as if re-entIj', 8Ul11D1lllY proceedings and (lther remedies were
not herein provided for. Mention in this Lease of any particular remedy .hall not preclude
Landlord from an,y other remedies under this Lease, or now or he~r existing at law Dr In
equity or by statute.
(d) Tenant hereby expressly waives the service ot notice of intention to re-enter or to
institute 1egsl proceedings to that end and any and all lights of redemptioo grante4 by or under
any present or future. laws in the event of Tenant being evicted or diBpoaae_d for any cau.e, or
in the event of Landklnl obtaining possesol!ln of the demised premises by reason of the violation
by Tenant or any of the covenants IUld conditWns of this Lease or otherwise. Tbe words "re-enter"
and "re-entty" as used In this Lease are not restricted to their technical legal meaning.
SECTION 19.06. Con(euinn of JudlDnent
(a) Upon the occurrence of any Event of Default, or in the event of a Deliberate Event
of Default as defined herein, Tenant hereby empowers any Proth(lnotaIj' (lr any attorncy of any
court of record within the United States or elsewhere to appear Cor Tenant with declaration me<!,
and conte.. judgment in favor of Landklnl, ita succeasora or assigns, .. of any term, lor any
determined amount to. which Landlord would be entitJed BB damages under the provisions of
Article XIX hereor including alsO an attomey'o fee Cor collection of the same of five percent (5%1 of
the total amount of such damage., together with costs of suit, and Tenant hereby waives all
30
D:IL...NAa.. BodialCROWI\' MASTER LEASE BODY.doc
(11-11.99)
errors, dereeta and imperfections in entering said judgment or in any writ, or process, or
proceeding thereon or thereto or in any wise touching (lr Cllncunlng the same: and tor the
confession and entIj' ot such judgment, this Lease or a true IUld correct copy thereot shan be
auflicient warrant and authority. The authority and power contained herein shall not be
.exhausted by one exercise thereof, blJt judp1ent may be confes8ed 88 af(lresaid from time to time
and as often as there is &Il occurrence ot any Event of Default, or In the event of a Deliberate
Event of Default a. defined herein; and furthermore such authority and power m~ be exercised
during the original term and any extension or renewal thereof, or after the expiration or earlie,
termination ot the term hereof.
. (hI When this Lease shall be terminated or. C8IIc:dIed by rea&(ln of the breach of any
provision hereor, either during the (lrlginBl term of this Lease or any renewal thereof, and al80 as
soon .. the term hereby created or any renewal thereof shall have expired, it shall be lawful tor
any attorney a. attorney for Tenant to ftle an qreement for entering in any court -of competent
jurisdiction an amicable action and confesolon of judgment in ejectment against Tenant and till
persons claiming. under Tenant tM the recoveIj' by Landlord of pas_.i"" of the demised
premisea, for which this Lease or a true and correct copy ,thereof shall be his 8ullicient warrant,
. whereup!ln, if Landlqrd 80 desite., a writ (If posaeoeion may iBsue rorthwith, without any prior
writ or proceedings wha~, and provided that if fQr any reason after such action shall have
been =enced the same shall be terminated and poaaesolon remain In M be restored to
Tenant, Landlord shall have the right upon any subsequent default (lr defaulta, or upon the
. termination or canc:ellation of this Lease 88 hereinbefore set forth, to bring QI1e or more amicable
action or actions as hereinbefore set forth to reOOYer poaseaaion as aforesaid.
SECTION 19.07. Waivers.
la) Tenant expressly waives:
II) The benefit of all laws, now or hereafter in force, exempting any goods on
the demised premiBeB, or elsewhere, from dietraint, levy or aa1e in any legal pmceedlnga taken by
Landlord to enforce any rights under this Lease. .
\21 The benefit of all laws now made or which may hereafter be made
regarding any limitation as to the goods upon which, or the time within which, distress is to be
made after the remmal of goods, and further relieves Lancl)(lrd of the obligation of proving or
identifying such goods, it being the purpose BIld intent (It this pt'OYiei!ln that all goods (If Tenant,
whether upon the demised premiBeB or not, shall be lisble to diBtreas for rent.
(3) The right to issue a writ of replevin for the recovery (If any goods eeized
under a distreas for rent or levy upon an """""tion for rent. dlUDlli"s or otherwise.
141 The right to delay execution on any rea1 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, and Tenant authorizes any ProthoMtaIj' or cleric to enter a writ
of execution or other process up!ln Tenant'. wJuntaIj' waiver and further agrees . that aaid. real
'estate may be sold on a writ (If execution or (lther proceBS.
151 All rigbto under any law, ordinance (lr statute relating to Landlord and
Tenant righto to the extent of hereby authorizing the aa1e or any goods distrained for rent at
anytime after BeVen 171 ~ from said distraint with!lut apprai8ement and condemnation thereof.
161 Tbe right to three (3) month.' notice and/or fifteen (IS) or thirty 1301
days' notice required under certain circumstances by The Pennsylvania Landlord and Tenant Act
of 1951, as amended, hereby qreeing that any notice time period BB required In this Lease
Agreement shall be sullicient in either or any such case. Landlord and Tenant agree that this
Section 161 ahalI only be applicable if the demised premises is situate In Pennsylvania.
\bl The partie. hereby waive tria1 by juIj' in any action, proceeding or counterclaitn
brought by either party against the other on any _tter whatsoever arising Out of, or in any _y
connected with, this Lease, the relationllhip or Landlord and Tenant created hereby, Tenant's use
or occupotn<;y of the Demised Premiaes, and/ (lr any claim {or Injury or datnsge. In the event
Landlord commences any action or proceeding for nonpeyment of Minimum Rent or any item of
additional rent due hereunder, Tenant shall not interpose any oountercla1m of anynatun: or
description In any such action or proceeding. The foregoing. however, shall not be constrUed a. a
waiver of Tenant's right to assert 'such claim in a separate action or .proceeding Instituted by
Tenant.
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D'lUsallL<ue BodIaICROWN MA!ITEll LEASE BODY.""
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.'
ARTJCI.B xx.
MISt"'"' · "\QOUS
SECTION 20.01. Access bv Landlord.
Lancl)(lrd ~ at aD .............ble times during the term of this Lease enter to inspect the
demised premlsea and/(lr may show the demised premises and building to othen. At any time,
within one (1) year itnmediBteIy preceding the expiration or the terllJ of this Lease, Landlord shall
ha"" the right to display (llI the exterWr or the demiaecl premleea (but not 8Cl .. to unreasonably
obstruct the view thereof or accus thereto) the customaty 'For Rent" 8i&n and during such period
Lancl)(lrd may show the premiBeB and all parts thereo( to prospective tenanto bet\Jieen the h<mrs
of 9:00 A.M. and 9:00 P.M. on any day. Landlord a1s!l reaeMllI the right after t\()tice (If Intention
to 80 enter (except that in the event or an emergency, no notice shall be reqUired) to enter the
premises at any time and from time'to time to make such repairs, additions or alterations aa it
may deem nece8IIIUY for the safety, imp_t (lr preservation thereof, or or the bullcling in
which the demieed premlaea is contained, but Landlord iU8Umea no obligation to d(l so, and the
perConnallCe thereof by LandIord shall not constitute a waiver or Tenant's default in failing to
perCorm the same. Landlord ahtill in no event be liable f(lr any inconvenience, disturbances, It:>as
of busineoe (lr other dama8e to Tenant by reason of the perC(lrmanee by Landlord (If any work in,
upon, above or under the demiBed premises. If Tenant abalI have va<:ated or deserted the
demised premises (lr, In the event of an emergency, (lr if in any other instance after Landlord has
given notice of Landlord's intention to enter, Tenant or Tenant's employees sbaD not be personally
present to permit an entty into the demised premises, then, in any ouch event, Landl!ltd or its
agento (lr employees may enter the same by the use of foree or otherwise without rendering
Landlord liable therefor, and without in any manner a1l"ectIng Tenant's obligations under thla
Lease. The exercise or any such reserved right by Landlord shall not be deMJed an eviction or
disturbance of Tenant's use and po_solon or the premises and 8hal1 n(lt render Landlord liable
in any manner to Tenant or to any other person, nor 8hal1 the same constitute any grounds fo. an
abatement (If any rent hereunder.
SECTION 20.02. Holdirur: Over.
Should Tenant hold over in poaoeasi!ln of the demised premises after the expiration of
the term hereof without the execution of a new lease aweement or extension or renewal
qreement, Tenant, at the option (If Landlord, shall be deemed to be oc::cupy!ng the demised
premiaes from month to month, subject to such oc::cupancy being terllJinated by either party upon
at le""t thirty (30) days' written notice, at the rentol, including, but not limited to, Fixed
Minimum Rent C(lmputed at a rate which is double the Fixed Minimum Rent rate In etTect ror the
last full month of the term (If this Lease, hrc:entage Rent, Tax Rent, Tensnt's proportionate share
pf Operating Costs, the Utility Charge, Promotion Charge, and additional rent all c:a1culated, frain
time to time, as though the term of this LealIe had continued and otherwise subject to all of the
other terms, covenants and Cllnditions of the Lease insofar as the same m~ be applicable to a
MOnth to month tenancy.
SECTlON 20.03. Su. ~.
All righto, obligations and liabilities herein given to, or imposed upon, the respectiVe
parties hereto shall extend to and bind the _ral respective heirs., executors, admlniatratora,
trustees, receivers, legal repreaentatiwa, suoceaaoril and suIgna of the said partiea; and, if there
shall be more than one tenant, they shall all be bound jointly and ~ by the terma,
covenanto and agreements herein. No righta, however, shall Inure to the benefit oran)' a88ignee,
legal repreoenlative, truatee, receiver, legatee or (lther penotIal repreeenlative of Tenant unless
the assignment to such party has been approved by Lancl)(lrd In writing BB provided in Section
14.01(aj hereof. Any reference to any department store herein shall apply to ita sucoeaa0I'8,
replacements or aseigns.
SECTION 20.04. Ouiet EniOYment
So long as Tenant shall pay the rents herein provided within the respective times
provided therefor, and provided a,nd 80 long as Tensnt observes 8lld performs all the covenants,
tenn and conditions on Tenant's part to be observed and perfonned, Tenant shall peaceably and
quietly hold and enjoy the demised premises for the term hereby demised without hindrance or
32
D:\LopI\Loa.. BodltalCROWN MASTER LEASE aGDY.doc
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,
--j
interrUption by Lancl)(lrd or any other person or persoos lawfully claiming by, through or under
Landlord, subject, nev.ertheleBB, to the terms and conditions of this Lease. Landlord'. liabUity
under this Sec!i(ln shall ceue upon a conveyance by Landklnl (If the premises.
SECTION 20.05. ~.
The waiver by Landlord of any breach of any term, covenant or condition herein
contained shall Mt be deemed to be a waiver or any subsequent bn:ach of the 88.me (lr 8. waiver of
any other term, covenant or condition herein contained. The subsequent acceptance by Landlord
of rent due hereunder or any or all other monetaI}' obligstio... of Tenant hereunder, whether or
not den(lted as rent hereunder, 8hal1 not be deemed to be 8. waiver (If any preceding breach by
Tenant of any teon, """""ant or condition oj this Lease, other than the failure (If Tenant to make
the partieular poyment 80 accepted, regardle.... of Landlord'. 1m_ledge (If such preceding breach
at the time of aeceptanc:e of INch rent. N(I covenant, term or condition of this Lea.e shall be
deemed to have been waived by Landklnl, unless such waiver be in writing and ezeeuted by
Landlord.
SECI10N 20.06. Custom ancl U.........
Any law, u~ or custom to the contrarY J1Q!Withetanding, Landlord shall have the right
at all times to enforce the covenants and conditions (If this Lease in strict aC<Xlrdance with the
terms here!lf, notwithstanding any conduct or custom (In the part of the Landlord in refraining
from 80 doing at any time or times with respect to the Tenant hereunder or with respect to other
tenants of the Sh(lpping Center. The failure of Lancl)(lrd at any time or times to enforce ito righto
under said covenants Bncl provisions strictly in aCCllrdance with the II8JIle shall not be construed
as havinS created a custom in any way or manner contrarY to the llpeCific terms, proviolons and
covenants or this Lease or as having in any way or manner modified the same.
SECTION 20.07. Accord and Satisfaction. .'
No peyment by Tenant or receipt by Landlord of a lesser amount than any payment of
rent or additional rent herein stipulated shall be deemed tAl be other than on accaunt of the
earliest stipulated rent or additional rent then due and payable, nor aha1I any endorsement or
statement on any check or any Jetter accompanying any check (lr ~nt as rent be deemed an
accard and ...tisfaction, and Landklnl may accept such check or ~ent without prejudice to
Landlord'. right to recover the balance of such rent or purtlUe any other remedy provided in this
Lease, at Jawor in equity.
SECTION 20.08. Performance ofTenan~s Covenants.
Tenant covenants and agrees that it will perform all agreements and 0baen1e all
covenanto herein e>q>ressed on its part to be perfollned and obselWd and that it will promptiy,
upon receipt of written Mtice apecifying action desired by Landlord in connection with any such
agreement or covenant, CllmpJ,y with such notice; and further, that if Tenant 8hal1 not comply
with any such n!lt!t:e tQ the satiafaction of Landlord prior to the date on which such
noncompliance would con.titute an E\rent of Defau1t, In addition to. and not in lieu of or in
limitation of any other remedy which Landiord m~ have pursuant to this Lease, at law or in
equity, Lancl)(lrd may, but shall not be ob!ipted. to, enter upon the PJ"'Il'iaes and d(l the things
specified in aaid notice. Landlord shall ha.... no liablllty to Tenant for 'any loss Or damage
reB)1lting in any Wll1 from such action and Tensnt agrees to pay up!ln demand, as additional rent,
any expense incurred by LandI!lrd in taking such action. Notwithetanding the foregoing.
Landlord's performance (If any or all of Tenant's covenants shall not rele84e Tenant from liability
for non-performance.
SECTION 20.09. Entire Aareement.
The Indenture of Lease, the Lease Agreement, the Exhibito and Rider, if any, set f(lrth all
the covenants, promises, agreeinents, conditions and underetlUldlngs between Landl(lrd and
Tenant concerning the demised premi8ea and there IlR no covenant3" promi8C:8. agreements.
conditions or understandings, either oral or written, between them other than as herein set fOrth.
AU prior cornmunicationlJ, negotiations, arrangements, representations, agreements and
understandings, whether oral, written or both, between the parties hereto, and their
representatives, are merged herein and extinguished, this Lease superseding and canceling the
same. Except all herein otherwise provided, no 8ubecquent alteration, amendment. change or
33
D:\LcpNAue IIodleslCROWN MASTER LEASE IIODY.doe
(11-17-991
I
addition to this Lease 8hal1 be binding upon Landlord or Tenant unless reduced to writing and
executed by the perty against which such aubeequent alterations, amendment, cbanse or
modiflC8.t.ion is to be enforced. If any provision contained in any rider hereto is inconaistent with
any printed provisions of this Lease, the proviai<m contained in such rider ahall supersede &aid
printed provialol'l. Tenant hereby acknowledges that: <al this Leaae contains no restrictive
covenants (lr exclusives in moor of Tenant; (hI this Lease ahaII not be deemed or inteJpreted to
contain, by implication or otherwise, any WlUTBnty, representation or agreement !In the part or
Landlord that any department store or regi(lnal or national chain store or any other merchant
shall open for busine.... or occupy or C!lntinue to occupy any premises in or acijoining the
Shopping Center during the term of thiB Lease or any part thm:of and Temmt hereby mr:preaaly
waives all claim with respect thereto and acktlOwledgea that Tenant is n(lt relying on any such
warranty, representation or &gn:eIIleI)t by Landlord either BB a matter of inducement in entering
into this Lease or as ... condition of thiB Lease (lr ...s a covenant by Landl!lrd.
SECTION 20.10. No PartnershiD.
Landklnl does not, in any way or f(lr .any purpose, become a partner of Tenant in the
conduct of ito businesS, (lr otherwi8e, (lr joint venturer (lr a member of a joint enterpriae with
Tenant. The provisions of this Lease relating to the PereentaP Rent peyable hereuiu:ler are
included solely for the purpose of providing ... method Whereby adequate rent is to be measured
and ascertained.
SECTION 20.11. ~.
All paymento of rent and any and all (lther monetary obligations of Tenant accruing
hereunder, whether or not denoted as rent, shall be paid to Landlord or ito agent at the addre....
set forth in the Indenture of Lease, until Tenant is IJ()tIJied (ltherwiae in writing, and till notices
given to Landlord hereunder shall be in writing and forwarded to it at such address, postage
prepaid, by regiateretl or certified mail, "'turn receipt requested, Clr prepaid by any nationally
recognized expre.... or ovemi8ht mall detive%)' service which provides pro!lf of receipt. All noticea
txJ Tenant shall be forwarded to it at the addr.... set forth in the Indenture (If Lease, until
Landlord is notl1led otherwise in writing, by postase prepaid, resiatered or certified mall, return
receipt requested, or prepaid by any nationally recognized e:llpresa or overnight mail delivery
service which provides proof of receipt, or by delivety In pet1lOn and In the event of a dellveIj' in
person, the atlidavit of the person ma1cing such delivery shall be conclusive proof of the deliveIj'
e.nd of the date and time of such delivery. All notices ahall be deemed to have been given on the
date when deposited in the mail receptacles maintained by the CQrporation which has been
chartered by the United States Government to !lperate and deliver the mall, deposited with the
express or overnight mail service as aforesaid or, In the caoe of notices delivered in person to
'Tenant, when so delivered. Noticea by the Landlord may be given (In ita behalC by Agent or by any
attorney for Landlord or Agent.
SECTION 20.12. CaDtinns and Ind"",
The captions and index appearing In this Lease are inserted only as a matter or
convenience and in no way define, limit, construe or describe the scope or Intent of such sections
ilr lI.1tic1es or thiB Lease nor in any way affect this Lease.
SECTION 20.13. Tenant Dermed: Use of Pronoun.
The word 'Tenant' shall be deemed and taken to mean each and eYeJY person or party
mentioned as a Tenant herein, be the 88.me one or m(lre; 1Uld, if there shall be m(lre then one
Tenant, lX1y notice required or permitted by the term of this Lease may be given by or to anyone
thereof, and shall have the same Coree and etreet as if gi..... by (lr to all thereof. The use (If the
neuter singular pronoun to refer to Landlord or 'lenant shall be deemed a proper reference even
though Landl!lrd or Tenant may be an individual, a partoerw.ip, a COJpOnItion, (lr a group or two
or more individuals or corporations. The neceeaazy grammatical changes required to make the
provisions or this Lease apply in the plural number wbere there is more than one Landlord or
Tenant and to either corporations, ...ssocistions, partnerships or individuals, males or rema1es,
shall in all instances be assumed as though in each ease fully expressed.
J.I
D:\Lepl\Leuelloclies\Cll.OWN MASTER LIWlSE BODY.doe
(11.1'-99)
SECTION 20.14. Ne...tion of Personal J,iabilitv.
. Notwithstanding anything contained homo to the Cllntrary, Tenant agrees that Landklrd
shall have no personal liability with mlpeCt to any or the: provisions of this Lease and Tenant
shall look solely to the eatat<> and property of Landl(lrd in the land and buildings comprising the
Shopping Center (If which the demised premises fonnJl a part for the 88.tialaction of Tenant's
remedies, including, without limitation, the co11eetion of any judgment or the enforcement of any
other judicial process requiring the payment or expenditure !If money by Landlord in the event of
any default or breach by Lancl)(ltd with tcspect to any of the terms and provisions of this Lease to
be observed and/or perfumed by Lancl)(lrd, subject, however, to the priclr righto of any holder of
any Mortgage covering till or part of the Shopping Center, and no other assets or Landlord or any
principal of Landlord ahtill be subject to levy, executioo or other judicial procesa f(lr the
....tiaCs.ction of Tenant's claitn and, In the event Tensnt obtains.. judgment qainst Landlord, the
judgment docket ahtill be so noted. This Section shall inure to the benefit of Landlord's
successors and assigns and their respective principals.
The references to 'Landlord' In thiB Lease 8hal1 be limited to rne4U1 and include (IDly the
owner of the Shopping Center (If whic4 the Premises forms a part. In the event !If a sale or
transfer of such Interest (except a Mortgage or other tranaCer BB securil;y for a debt), the
'Landlord" initially nllR1ed herein, or In the case of a suboequent transfer, the transferor, as of the
date !If such transfer, shall be automatically released from all liability for the perC(lrmance or
observance of any term, condition, covenant (lr (lbligatlon required to be performed or observed by
Landlord hereunder; and the transferee shall be deemed to have assumed all of such terma,
conditions, covenanto and obli&a.tiona except BB to pre-exlsUng defaulta by Landlord. The
Cllvenants and obligations contained in this Lease to be perC(lrmed on the part (If 'Landlord" shall
be binding on the Landlord or any transferor only during the perillds in which iUs a Lancl)(lrd
hereunder. The name and designation Crown American Realty Truet is the name of the Trust
and the collective designstion !If the Trustees &om time to time under the Declaration of Trust
amended and reststed as of August 6,1993, and as msy be further amended and/ or restated, and
all persons dealing with the Crown American Realty Trust muet look solely to the Shopping
Center for the enforcement of any claitna against Crown American Realty Trust, as neither the
Trustees, ollicera, agents or shareholders of the Crown American Realty Trust assume any
personal liability for (lbligationa entered into by the Crown American Realt;y Trust by reason of
their status a8 said Trustee, officer, agent or shareholder.
SECTION 2Q.15. Effect !lfGovenunental Limitation on Renta and Other Chames.
In the event that any law, deciainn, rule or reguJatioo or any governmental body having
jurisdiction shall h....., the effect (If lintiting for any period of time the amount (If rent or other
charges payable by Tenant to any amount less than that (ltherwiBe provided pursuant to this
Lease, the following amounts shall nevertheless be payable by Tenant: (al throughout such perilld
of limitation, Tenant shall remain liable for the lIlIllIimum amount !If rent and other c!uujjes
which are legally payable lwithout regard to any limitation to the amount thereof expressed in
this Lease except that all amounts payable by reason of this Section 20.15 shall not in the
aggregate exceed the total !If all amounts which would otherwise be payable by Tenant purwant
to the terms of this Lease for the period of limitationl, (b) at the termination (If such period of
limitation, Tenant shall pay to Landklnl, on demand but only to the extent legally coUectib1e by
Landlord, any amounts which would have been due from the Tenant during the period of
limitation but which Were not paid because of wch limiting law, declalon, rule or regulation, and
(cl for the remaining t<>nn of this Lease following the period of 1imltation, Tenant shall pay to
Landlord all amounto due ror wch portion of the term of this Lease in aCC!lrdance with the terms
hereof calculated as though there had been no intervening period of limltstion.
SECTION 20.16. Partial1nvallditv: Seoaro.te Covenanm.
If any term, covenant or condition of this Lease or the application thereof to any person
or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or
the application of such term, covenant or condition to petlIOns or circumstances other than those
as to which it is held invalid or unenforceable shall not be affected thereby and each. term,
covenant and condition of thi.. Lease shall be valid and be enforced to the fuUeat extent permitted
by law. Furthennore, each covenant, agreement, obligation and (lther provision contained in this
Lease la, JUUi shaD be deemed and construed aa. a Be~rate and independent covenant of the
35
D:lLqal\Leose IIodIcsICROWN MASTER LEASE BODY.do<
(11-17-99)
party bound by, undertalcing or making the aamc, and not dependent on any other provision of
this Lease unle... CO<preBBIy SO provided.
SECTION 20.17. R"""n1in..
Tenant shall not rec:otd this Leasc without the written consent of Landlord. If Tenant
re<[ueatlt, and Landlord consents, the partie. shall -.:ute and acknowledge a short form of Leasc
for recording purposes which .hall be recorded at Tenant's expen8e.
SECI'ION 20.18. Brokerue f".n-mmi_.;nn,
Lancl)(ltd and Tenant each WBI11Ult to the other that neither has been represented by any
Broker with regard to this Le84e Agreement. ~, Landlord and Tenant each agree to
indemnifY and hold hannlesa the other sh!lUld any claitn be made by any Broker claitning to have '
repreoented either Landlord or Tcnant regarding this ~se Aarecment.
SECTION 20.19. Construction.
It is thc Intent (If the. parties hereto that if any term, CClVetIlUlt, conditkln or agreement of
this Lease is capable or two (lr mono constniction., one or more of which would render the
provisi<>n voJd, . and the other or others of which would render the provioi(lll valld, then the
provision shall have the meaning or meanings which would rendcr It valid.
SECTION 20.20. Pemetuitv.
If thc term of this Lease shall not have commenced within three (3) years of the date
here!lr, then this Lease automatically .haD become null and void IUld both Landlord and Tenant
shall be relieved of all obligations hereunder.
SECTION 20.21. Choice of Law.
This Lease 8hal1 be conatrued and enforced, in accordance with the laws and jurisdiction
or the Stste in which'the demised premlaes is situate.
SECTION 20.22. Joint PreMration.
This Lease is to be deemed to have been prepared jointly by thc parties hereto and any
uncertainty or ambiguity existing herein, if any, shall not be interpreted against any parI;y, but
shall be interpreted according to the application of the rules (If Interpretation for arm's length
agreements.
SECTION 20.23. Interlineation.
Whenever in this Lease any printed portion has been .trickcn out, whethcr or not any
relative provIJIion has been added, this Lease shall be CllnstTUed as if the materlal 80 stricken was
never included herein and no inference aha1l be drawn from the material BO stricken out which
would be inconsistent in any way with the con.truction (lr Interpretation which would be
appropriate if such material were Il"""r contained herein.
SECTION 20.24. Submission of T ""... to Tenant.
THE SUBMISSION BY LANDLORD TO TENANT OF nns LEASE SHALL HAVE NO
BINDING FORCE OR EI"I'ECT, SHALL NOT CONSTITUTE AN OPTION FOR THE LEASING OF
THE DEMISED PREMISES, NOR CONFER ANY RIGHTS OR IMPOSE ANY OBUGAnONS UPON
ErmER PARTY mmL THE EXECtmON THEREOF BY LANDLORD AND THE DEUVERY OF AN
EXECUTED ORIGINAL COPY THEREOF TO TENANT OR ITS REPRESENTAnvE.
36
D,ILepN.a.. _ICROWN MASTER LEASE BODY.dot
(11-17-99)
_Do": Mar<. 2f, 1m
CAPl'tAL CITY MALL
CAMP HILL. PdNSYLVANIA
EXHIBIT "AIf
Food Court Retail Kiosk - As-Is
LAImLORD Il_""..~ ACKIfOwnlV_ .dD Tar.aJIT .-- THAT TI:if.UIT III A PooD C01lJtT
TICIwIT .
L Bacia of tlae foDowba& ........ or eapr...... b.... ftn tlae p1UPMes of the IIectloD 04 ftn tile
P1U)IOH or thle ........ the .....1... Nt forth:
A. "Food Court" means that certain portion or th!lae certain por!i(lntl of the Shopping Center
consieting or the Food Court Seating Area and the Rl>ntab1e Area or the Food Court as shown
on Exhibit '8' attached to each of the Ieaaea Cor Food Court Tenanto.
B. 'Food Court Retail" means all those tenanto deolgnated by LandkInI from time to time as Food
Court Tenanta.
C. "Food Court Seating Area' means that portion of those portions of the Food Court not
intended, from time to time by Ls.nclIord, to be Jeued to Food Court Tenanta and which
portion or portions are part of the common areas and are shown !In Exhibit 'B' attached to
each of the leases for Food Court Tenanto.
D. "Food Court Tenant' means a tenant woo.c Demlaed Premises are deolgnated from time to
time by LandkInI to share in common with other tenanta of a similar nature, the costa (If
maintaining and operating the Food Court Seating area in the manner set Corth In this Section
and who comprise Food Court Retail.
E. "Rl>ntable Area !If the Food Court' means the Gross Leasable Area of till areas within the Food
Court leased to Food Court Tenants.
F. "Food Court Seating Area Collt8" meantl those costa and expen_ incurred as a result of the
maintenance and operation of the Food Court Seating Area (including those incurred in the
maintenance and operation of such area as a part (If the 00_ areas). Such costo. and
__ include, without limlting the generality !If the foregoing: (al costs of bus-boy and
cleaning services' and garbage and _ collection and diBposal; (hI rental !If equipment and
signs; lei repairs or replacemeDto to, and maintenance and operation or, the Food Court
Seating Area, the fixturee and equipment including HVAC serving the Food Court Seating
Area; Id) depredation !If all flxturee, equipment, interest on the un-depreclated capital cost of
aU lIxtures, equipment, racilities and improvements oerving the Food Court Seating Area; Ie)
the CllSt of additional security, policing and supervision Cor the Food Court Seating Area; and
(I) and administrative fee or Ilfteen percent (15%) of the total annual costs incurred In the
maintenance and operation of Food Court Scating Area.
..... 1
D:1l.opI\Uu< 1lod1oo\M...~pi"IClIy-Ex.lbiM.doe
G. .v.ss CellA: Prej!la....aatle &luWI" "!!lUll ~. "Byat l'lUal '9 the BUM ef tkl &IB&'\1lRY
. "etilABin.d in (1) aM. (~) lit.., whish. shall ". an 8.Rl8\1Rt R....' ]eM thaR aRe WE: 8BttUJU!8
lty RNlUi,J,yjRg the BIflIM'1!I feat If A88' an.a af \Be .,...." pAI_Mrlllly the IY. sf:
1. ORe hell ef the 'eed ~91IiFt w..a&iftg ."\..-.a ~._ f'w the t tau Year lBaUiplieti ltya (raeUeR7
the R\lIR8Al.... .f whish _. tie TMaRt'. grs16 Sale. (ef the IRIlRdat~""f aBd, the
deR8MiRatBr 9f whiek IhAH lie the ........ r..nlB~ Ie .eNS. ~f'1"". (M ....sh ..... i.
deliRea in' lb. nqllleWlle 1..... ef all Fald. ~.,..t T.......ta, iRshiEling T<8Jl8Saj 1I,_#hIS iIy
all Ragd ('BUR TIllyte.
~. OR' Ball sf tfte Fead. ~gwt Se.t:iftc f_.... Cal. fer Ut. I..B... VlJQF MIlleiplied ~ a (mSHeIl,
dt. S\l......tIlF se whiM Ie tile ews. 'I At-Ha. ...... If tile gsmilld PaMIJ.rW.SU; and lite
d8SBIRln.'''' af whiek is till Rttt\taBltI ........ .r the f'.8ed CIt'tiIft.
Tenant shall pay to Landlord ita Food Court Prop!lrtionate Share each month within
fifteen (1S) days after the end of each month during the tetm of this Lease in M amount
equal to one percent (1%) or the monthly Gf088 Sales from all buolne8ll conducted on the
leased premiBea by or under Tenant, for the first (lit) run lease year and lwl1 percent 12%1
or the Monthly Gross Sales for each lease year in the balance (If the term of this Lease.
Notwithstanding anything set forth in Section 2.03 (al of this Lease to the contrSIj',
Tenant agrees that no later than the fifteenth (15th) day after the end or each calendar
month during the term of this Lease, Tenant ahallllUbmit to landlord on itemized and
accurate written statement olgned by Tenant, ita duly authorized offICer or duly
authorized representative, reflecting the run amount (If Gro.. Sales made during the
preceding calendar month.
In the """"t that the commencement date of the firBt lease year of the IIlrm of this Lease
shall be a ~ other than the first ~ (If the calendar M!lnth, (lr in the event that the
expiration date or the fll'llt lease year of the term of this Leaoe shall be a d~ other than
the last day of the calendar JIlOnth, in either ewnt, such rractional month is hereby
deemed to be a 'm(lnth' fM the purpose of this Rider.
H. In the event Tenant does Mt submit a report of Gross Sales on a timely basis as required in
Article II of the Lease Agreement, Tenant's Gross Sale. for purposes of calculating Tenant's
Food Court Proportionate Share shall be deemed to be the product of the Tenant'. square feet
area times ~e highest GroBS Sale. per square foot reported by Food Court Retail Tenanta for
the calendar year.
U. TIle foJlowlq p..malou, III ..dido. to tile Clther provlalo.. of tIWo Leau, .baIl apply to
Food Coart ,.....ta.
A. In each Lease year, Tenant &hall P"Y to Landlord Tenant's Food Court Proportionate Share of
the Food cmiit Seating Area Coati, in addition to the Fixed MiniMum Rent and (lther charge
required to be paid pursuant to this Lease, including, without limitation, the Conunon Area
Charge.
B. Tenant's Food Court Proportionate Share as set out in this Paragraph Is applicable only of the
Food C!lurt Tenanto and, f(lr the purpose of this Section, such Food Cc>urt Tenanta will be the
only tenonto in the Shopping Center responsible for the ~nt of Food Court Seating Area
Costa.
C. Notwithstanding the foregoing, Landlord h.. th" right from time to time to relocate or
relU'nlllge the Food Court and the Food Court Seating Area and to e>rtend or expand the Food
C!lurt and the Food Court Seating Area including designating other portion. of the common
areas inunediBtely adjacent to the Food Court and. in such event, the proviSions of this
Paragraph shall apply.
...... :I
D:\Up1lL<u< _lIUlICaJI'o.CapllalO\>,EDibi>-A.dae
D: . The Tenant shall reimburse the Landlord its pro rato share of the capital costs and will
subsequently reimburse the Landlord for the maintenance and upkeep e>q>enae incurred by
the Landlord for; sanltaIj' sewer lines, and air Cllnditioning (If the Food Court Seating Area.
E. Tenant acknowledge. and agrees that it is a wndition (If thiB Lease that Lancl)(lrd reserves the
right to formulate, determine and enforce such merchandiolng po1iciea, standards and
practices for the Food Court .. Landlord determines neceBlllU)' or advisable in the best
interest of the overall operation (If the Food Court and the ShOpPing Center In order that
Lancl)(lrd may properly and elliciently supervise and manage the Food Court and the
Shopping Center .. a whole, and the Tenllllt agrees to be bound by and to comply with such
policies, standards lIIld practices.
Without limiting the generality of the foregoing, Tenant, at all titnea during the Lease Tenn, in
the operation CIC its busine.. in the Food Court, will abide by all roles and regulations and
direction. of Landlord. relating to (al the health and lI8DitaIj' condition. of the Demised
PremiBes, the Food Court and empl!lyeea of Tenant In the Food Court; (hI etandarde and
quality CIC merchandise and mer;chandlalng as detem!i,ned by Landklnl; (c) customer relations
and resolution of complainto of customers; (ell such other matters as Landlord determines
from the time tD time with respec:t to the operation CIC the FO<ld Court. AU of Tenant'o
pereonnel working at Its _ CllUnter(o) shall be simllarly attired in uniforms of Tensnt's
choice. Such uniforms shall be kept in a neat and clean condition at till tJmea and their
design sball be in keeping with the f.....t-<:lasa, high quality image of the Slwpping Center.
The amounts payable by Tenant pursuant to thiB Section ~ be estimated by Landlord for
such period as Landklnl determines from time to time, and Tenant agrees to ~ to Landlord
Tenant'. Food Court Proportionste Share, 88 80 eetitnated, CIC such amounts in monthly
insta1lments in advance during such period together with other ~enta of rent prll'lided for
in this lease. Following the end of the calt:ndar year for which such eatiDla.ted paymento have
been made, Landlord shall deliver to Tenant a statement of the FO<ld Court Seating Area
Costs, together with a statement of the Tenant's FO<ld Court Proportionate Share of such
costo; and, if neeesoery, an adjuetment shall be made between the parties in the manner
hereinafter set forth. If Tenant has paid In ex<:e88 of the amounto due, the exceas ahalI be
credited bY Iandklnl aga1n8t Tenant.. future payments of Tenant'8 Food Court Seating Area
coats. lC the amount Tenant has paid is lea. than the aznounts due, Tenant agrees to pay any
such additional amounts due with the next monthly payment of Fixed Minimum Rent. If any
Lease Year during the Leaae Tenn ia _tor or Ie.. than any such period determined by
Landlord as af(lreaaid, Tenant's Food Court Proportionate Share shall be subject to a per
diem, pro rata adjustment.
m. A. Tenant has inspected the premii1e8 and qree8 to accept the premloes In an "as I." condition.
Except as provided in the foregoing Lease Agreement, Landlord lIhall not be required to
expend any amount (If money Qr do any (lther act which might be required to maJce the
demised premise. suitable for the use permitted In the Lease Agreement.
B. Tenant covenanta that the maximum size of the kiosk design and construction does not
exceed the dimension. shown on Page 1 of this Lease and h.s a rnaxI1num counter height of
forty-two 14Z'1 80 to allow see-through capacity to other pointo in the inan.
C. Tenant shall not damage or penetrate the mall floor, ceiling or surrounding mall area to
aCCllmmodate the kiosk structure in the demiaed space. The kiosk shall not be attached to
the Roar in any manner other than set (lD the mall floor.
D. Tenant .hall observe and maintain a. high Quality, professional .igning policy within ito
demi.ed premises. No flashing. moving or large signs will be used. Kiosk aignage must
conform to Landlord's sign requirements. If olgnage is to be replaced, Tenant must submit
manufacturer's sign shop drawmgs{s) lor Landlord approval prior to fabrication or installation.
..... 3
D'IL<pNAote __..nICalft-C.pltolaty..r...lblt-A.iloe
Any sign{s) erected in violation of criteria or withQUt approval of design or installation from the
Landlord, .hall give the Landlord the right to remove such olgn(s) at the Tenant's cost.
E. Any construction and decoration in the demised premises shall be at Tenant's BOle cost and
expense.
F. MandatoIj' Construction/Rcm<xle1ing Requirements:
If the kiosk is new or has not been n:mode1ed or replaced within the Iaet five (5) years, the
f(lllowing requitemento will apply. If the kiosk is existing and h84 been rellJodeIed within the
past five (5) years, remodeling requirements will be enforced at Landlord's optlc>n.
I. MInitna1 kiosk oonetructlonfrem!ldeling requitemento would ipclude all new mat.erials,
casework, finishes and lrignage.
2. All electrlca1 work shall comply with ' the latest Nstional Code IN.E.C.), and all Federal,
State and Loca1 Cod.... Landklnl doea not permit: .
Exposed light SQUrce (concealed cabinetI}' lighting permisalblel.
Romex or ax wiring - An wiring must be in conduit.
3. The tensnt's kiosk design, drawings, speclfications and construction muet comply with
all the Landlord requlremento presented within the Tenant Design and C!lnstruction
Criteria Handbook. Tenant, tensnt's agentB, tenant's architect and/or engineer, and
tenann. contractore(s) 1Uld/ or subcQntractor(sl are responsible to comply with all
Landlord requiremento and .peclfications.
4. Tenant shall be required to attain all neceBSllly appf'01lllls and permits from _te and
Ioc&1 governing authorities including a fine! inspection and a Certificate (If Occupancy
as required. Tenant shall also comply with any requirem<onto of the American's with
Disabilities Act (A.D.A.) as applicable and as mandated by local and state authorities.
O. Tenant's Plans and Spedlications:
1. Complete professiona1ly prepared working drawings and specifications shall be
submitted for review and/or approval by Landlord within thirty 1301 days after the
Lancl)(lrd provides the tenant with a criteria package for the demised space.
Drawings and epeciflC8.tions shall be prepared and arranged in three (31 categories:
Architectural, Mechanical and Electrical. Each group aha1I be cle4rly designated.
P1ana shall be drawn at 1/4' aca1e or larger, on a standard paper size no larger
than 30' x 42' throughout.
2. During all phases of plan development IUld prior to bidding or commencing of
construction, the tensnt shall IIUlke a physical !In-site inspecti<m of the deDiiaed
space and verify condlti!lns, dimensions, etc. of the demised space. Failure to do 80
shall be at the risk and sole expense of tenant.
3. Landlord's plan review and/or approval is ror COIllpliance with Landlord'. criteria
only, and this spproval does not relieve tenant or responolbility for compliance with
local, state and federal code., and regulatoIj' agenci... governing thle area.
The lee eQkeclule feF ANr.iRg ".811\- &lid ."fa:al lay wuulJ.8Fa is. ;8QQ 00 fer & Ki98J[
Yell will ~e iI\~~iBlld \ip8A &pp~!. .a:I Be ,_e. \11 'us ue ,~.."l. 1i8 taRdlsF& ,FisT tB
Qpening ye\lF KieelE:.. .
H. Tenant's Construction:
Page ..
D:\LcpI\Loa.. lladiellM..olClIlfe.CapllalClCy-EsllIIHf.A.doe
1. N(ltwithstanding anything to the contraJy contained in thlllleaae agreement, the
ellIecution hereof is expreasIy made su~ect to and contingent upon the compliance
of the kiosk criteria and the f(lrma! approval of the kiosk deaign by the Landlord
and, until ...Id forma! approval is given'by Landlord, Landlord may at the
Landlord's option, cancel this Iea8e by giving tenant written notice of same.
In no e.ent ahaII the tenant commence work or deliver/install anything within the
maD until formal approval is given by the Landklnl.
2. Upon approval by the Landlord of the tenanh plans and specllka.tions, the tenant
is responolble to cause constrUction to promptly ccmunence and will use every effort
to cause the d..,,?;...-!lIpllce to be completed (including the'uee of double shirt labor!
in order to opeil Toe business In accordance with the terms of this Lease,
3. Tenant 8hal1 notilY the Landlord. mlnitnum of one (1) week prior to moving onto
the job to oommence conatrUction. Tenant muet ala!l check in with the mall
manager (or general construction supervisor if atiU (In the projectj and present
him/her with a eet of approved plans a1!lng with the building permit number (where
applicable I.
4. All work must be performed by bonalide licensed contractor(s) and conform with aD
applicable laws, rules, regulations, specifications, codes and standards establiahed
by regulatoIj' agenciea or the Landlord.
5. Landlord, in its sole discretion, and for any reaaon. shall have the right to order
tenant to terminate any conetrUction work being perf<lnned by or on behalf of tenant
in the demised premille8. Upon notification from Landlord to tenant to ceaae any
such work, tenant shall IOrthwith remove from the demised premiBea all agents,
employees and oontractors of the tensnrs performing such work until such time as
Lancl)(lrd shall have given its consent for the resumptions of such conatruction
work and tenant shall have no claitn fM damage of any nature whatsoever against
Landlord in connection thetewlth.
6. Tenant shan be responsible for making neceaeary arrangementa, to include costa,
for aU permanent utility service for the demised space.
7. Tenanh progress and workmanship is subject to Landlord'. inspection and
approval. Any violation in>olving the Tenant's .tore constrUction shall be
corrected and made acoeptable to the Landlord, at the Tenant's sole responsibility
and coat. Tenant's fallure to correct vioIationa within fifteen (IS) ~ of notice of
BlUIle to the tenant shall, at Landlord's option, result In correction of BlUIle by
Landlord (lr ita agent related costa wiD be billed to the tenant as additional rent
under the terms and conditions of the lease.
8. Upon completion of construction, tenant or its agent or ita contractor will obtoin
final inspection (If the demised space by the building authorities and deliver a copy
of the Certificate of Occupancy to the Landlord prior to (lpening.
IV. Compliance:
A. The tenant's store design, drawings, specifications and construction must comply with
aU the Landlord requiremento presented within the Tenant Deolgn &; Construction
Criteria Handbook. Tenant, tenant's agents, tenant's architect and/or engineer, and
tenant'o contrac!<>r(s) and/or subCllntrsctor(sl are responsible to comply with till
. Landlord requiremento or specifications.
"- S
D:\LcpIlLu.. _eo\M...lCa/fe..CoplIalClty-E>~/IJlM.4o<
B. Tenant shall be required to attain all neeea..ry approval8, permita, and certificatiOnB
from state anc11oc&1 governing authorities including a final Inspection and a Certl1lcate
of Occupancy, BB required. Tenant shall also comply with any requ!remento of the
AMerican's with Disabilities Act (A.D.A.) as applicable and as mandated by 1(lCa1 and
state auth(lrities.
C. H......mous Materials: Tenant .1Uld/or ita arcbitoct and/or contractor(s) and/or
subcontractor(s) shall not specify, furnish, install or use any materia1e containing any
hazardous or carcinogenlc pRlducln. materia18 in the Cllmpletion of tenant's work. Ten
(l0) working d~s after Cllmpletlon of !<manes work, tenant's architoct shall deliver to
Landlord a certification that none (If the materiala used in the completion of tenant's work
contains hazardous/or carcin!lgenic pRlducing materia18.
D. Waiver of Liens:
1. Tenant agrees to enter into WaMr of Uens Agreeinento or Waiver of Righto to lile
Lien contract with any of ito contractors, subcontractors, materialtnen, or other
persons fumiBhing services, labor or materials concerning, in any way, work to be
completed in part, (lr while, in connection with tenant's work and provide Landlord
with copy(iea) of aame.
2. Any mechanic's lien fi1ed againat the demised premises or the shopping center for
work claimed to have been done or for materia18 claJmecl to have been furnished to
tenant shall be diBc!uujjed within twettt;y (201 ~s after filing, by bonding or ae
provided or requlred.by law or In any other lawful manner. Tenanes failure to
comply with this (Paragrsph IV, 0, 1 and 21 shall be deemed an Event of Default.
E. After Tenant opens for business, Lendlord will be reaporulib1e f(lt removing Tenant's
garbage, excluding grease trap reaidue, from the demised apace to a compactor and/ or
holding bin!sl. Tenant sball contact mall management office prior to opening for
buolnesa to make all necesB8Ij' arrangemento for garbage removal. Tenant is
responolble to separate dry gubage from wet garbace and suitably bag and/ (lr
containerize 8lUIle as direc.ted by the Landlord. A charge for garbage removal will be
1evled on the Tenant based on a fIXed fee, subject to peri!ldi<: escalation, comparable to
existing loca1 rates.
F. GQaae Trap r..t-..I"I ... ......te_: Tenant sball install a new grease trap for the
excluolve use of their premioee. Tenant, at their own apense, will maintain the srease
trap. Tbe tenant muet place in force and keep in force for the full term of the lease
agreement a se<vice contract with a reputable licensed disposal almpany for coDection
and diaposa1 of all greue for the demised apace. A alpy of the agreement must be
delivered to the Lancl)(lrd prior 'to. Tenant opening for business. Landlord reserves the
right to inspect the grease trap to insure that it is being properly cleaned and maintained
and, if not, Landklnl will have same cleaned and maintained at Tenant's coat.
.. ..... 45
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UVJSION DATBc 06-2S-2002DTS
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CROWN AWil!.RICA~
LEASE PLA~
CAPIT AI- CI'fY M-ALI-
-
1I!YAnI'IT Me-
UTILITY 8CIIBDllLB
RATE.
1. Utility Services shall be f\1miahed to Individual tenanto as needed. Tenant agreea
to use aDd ps.y for utility eerviee supplied by Landlord .. additic>nal rent under the Lease !In a
monthly baaie. Landlord may eatlmate such periodic biIIinp and confirm and/or acijuet """"e on
a Ie88 frequent basis. ChaQIea for utility service shall be in accordance with Tenant's use
categOIj' BB if Tenant were oervlced directly by the IooaI public utility or municipal authority then
supplying utility service to the Shopping Center Ith" .tarift"1 and any supp/ellJenta thereto or any
tariffs issued to supersede said tarill', which ml\)' hereafter be filed, and Tenant ahalI alao.J14lY any
taxes, surcharaes, impooltions, penalties or, Qther additional charges applicable to the utility
service used by it which are not included in the aforesaid rate and tariff, provided that such
taxes, 8W'chargea, impoeltions or (lther chatges are required by law to be collected from Tenant or
are paid by Lancl)(lrd to Its supP1ier (If utility service.
2. Notwithstanding anything contained herein to the contraIj', In the event that the
rate which wou1d be charged by a public utility for equiftlent amounto of service becx>mes
insufficient to Cllmpeneate Landlord for the reaa!lnsble coeta of supplying utilities to Tenant, then
Landlord shall be entitled to c!uujje Tenant an amount equal to the actua1 cost of supplying the
utili\)' service, together with an amount n(lt to exceed 15% of each utility bill
3.' In no event shall Landlord be liable for the quality, quantity, failure or
interruption of any utility service to the demised premises.
4. The Landlord may, at Ita option, install an EnelllY Management System to
elliciently conserve utility U88.gC. Tenant agreea to p~ a monthly ch.uge of $50.00 as Tenant'.
share of the Energy Management System purch84e, inBta1lment, maintenance and upgrade costo.
Tenant shall remit un. charge, which will be separaWy identlfled in the original in""ice, as part
of the Tenant's regular monthly utility ~ent.
BLBCTRIC 8BRVIC&
Electric enerv supplied hereunder by Landlord shall be nominally .ixty-eycle,
unregulated alternating current, in the rorm or 3 phue, 4 wires, and of a voltage designated by
Landlord. lnetaUation of Tenant's electric facilities shall be in oonformity with the Lease, the
National Electric Code and the requirements of the public utility or municipal authority then
furnishing ele<:tricity to the Shopping Center,
If Tenant is replacing a prior tenant in the demised premises, Landlo;U will ch.uge the
new Tenant a $150.00 charge for the tranaCer of utility services respooBibilities from Landlord t!l
new Tenant.
RlGBT TO C1lT.oFF.
LandkInI shaD have the right to discontinue ita utility seMce to Tenant and to remove ito
property from Tenant's premises when.....r billa for utilities are in arrears beyond the grace period
set forth in the Lease, or in case Tenant fail. to comply with or perf(lrm any of the term.,
conditions or obligati<lna or violates any of the covenants oet forth In the Lease beyond the grace
period set forth in the Lease.
APPLICATIOII' FOR VTILITY 8BRYlCB.
Tenant ahalI make apPlication for utility service t!l Landlord, in accordance with rules
and regulations set forth in Landlord's Utility booklet, where such service is supplied by
Landlord. .
D:\LecIl1\I...... _\Cnowa-BKhfbtt c-6-21-9ll.dOc
. .
EXHIBIT "D"
(Page 1 of 3)
EsDJ'e'SSO DrinJa
Espresso Con PanDa
Espresso Maecliliato
Amerial'lO Regular/Flavors
CaDDUecino
Regular (no flavor)
Amaretto Bianca
C.boceDCiJJo
Vanilla
Assorted ftaVOI"$ etc....., Hazelnut, French Vanilla
Caire 41ocb..
RegnIar (DO lhvor)
Milky..."..,
Rocky-road
Bavarian Chocolate
Assorted F.bvors etc...... Swirl TruflJe,lt..JJ:m C1wct>JMte
,
1.
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EXHIBIT "D"
(Page 2 of 3)
Cafre Latt_~
.
Regubar (no ftnor')
Vanins
French Vanilla
Hudnut
CaraJDel
Assorted FIa\'ors ete....
Casa Concoc:tt!D
Double Duw.b Choeolt.t~
Gennan C'Aocolate
Cinnabon-bon
Italian. Vanilla
White TrufYle
lIitman Modi.
Granita Frost $Jlalw
LaUe Style
Moclla Style
Fruit ICbvol"S
Assorted FTavors e(e...,
FaDm; S.D~/ 1h'lJt
Craeked Pepper Turkey
Haoj'attd Salami
hstnmi
Roast Beef
Veal
Tuscany Chicken
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EXHIBIT "D"
(Page 3 of 3)
Espresso Floats
White Cbocolate
Dark .Belgian
Fruits
Asaol'ted FlaVQN etA:...._
~u1'DJet Bot Chocolate} Steamer
Regular
Choeo Mani
.Choeo MIDt
A$$ori,ed "\avon. tote....
Fresl].rB!lkerv Goods
Cream Cheese Croissant
Assorted Strudel
Assorted Cinnamon Buns
Assorted PampftF
BiBco(tis
Chocolate Covered Espresso Bean
Assortw ltaUaa. Cake Desserts (tiramisu ete)...
OriejnSlI Good!;
Loose Leaf Tea
Coffee Beans
JtaJj.an Imported Chocolate
Flavor Syrups
Gift Basket
Mug Cup etc....
. .
AMENDMENT OF LEASE
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THIS AMENDMENT OF LEASE. madeqil this ~"' day (If (I, /c.'..I"A:-
2003, by CROWN AMERICAN CAPITAL CITY ASSOCIATES, L.P.. a Pennsylvania
Limiled Partnership, by CROWN AMERICAN CAPITAL CITY ASSOCIATES. a. Delaware
business trust and wholly-owned subsidiary of ClOwn American Realty Trusl, as Sole Gene",~
Partner, with its offices located at Pasquerilla Plaza, Johnstown, Pennsylvanis 15901 (hereinafter
called ~LandJord"), and CASA MANI CAIi'FE, INC.,
trading as CASA MANl CAFFE.
with an address at 210 W. Locusl Street, Enol.. PA 11025 (hereinaflercalled "Tenant").
WITNESSETH:
WHEREAS. by Indenture of Lease and Lease Agreement dated JanullJ"Y 20. 2003.
Landlord leased and demised 1(1 Tenanl a certain kiosk premises, No. WTK.I, located in the
Capilal City Mall, Csmp Hill, Pennsylvania.. (hereinafter referred 10 as the "Lease"); and
WHEREAS, Landlord snd Tenant wish to amend tbe Lease in Ihe manner and to the
extent as hereinafter provided.
NOW, THEREFORE, in consideration of the premises snd mutual promises herein set
forth, Landlord and Tenant agree Ihat the Lease be and is amended in the following manner:
I. Leased Premises (Paragraph A. of Ihe Indenture) shall be deu.ted in its entirety
and restated as fol)(lws:
~A. I_oed Premises.
Landlord hereby leases to Tenant and Tenant herebyi'ents fr(lm Landlord the store
premises (hereinsfter referred to as the "premiSC$", "leased premises" (If "demised premises")
outlined in red (In the plan altached ss Exhibit "8" hereto, now erected Or hereafter to be erected
as part of a shopping eenler to be initially known as ~ilal City Mall. 3506 Capital City Mall
Drive. Camp Hill, Pennsylvania 17011-7003.
(hereinafter referred to as Ihe "Center", "Shopping CcnUlr" or "entire premises" and initially
comprising the area shown in Exhibit "B"), Ihe demised premises being measured and described
by the following dimensi(lns which are measured from the outside building lines of each waliof
Ihe demised premises or, in the case of Ihose walls separating the demised premises from other
slores in the Shopping Center, from the eenter lines (If such walls: (WTK-l)
D:\Lepl\Btft40Ill\WOJtll\A...._..l18OJICoplW-Oltoe- M..l C.IJe.r1.4ot
2- 3-0~; ,1 :10AM;CAPITAL CITY MALL
;717 737 0607
# 5/
STATEMENT
Date.
Account-
Slatel'l'1MtNo-
P8Q$'
2J3I21JOS
736706
126255
1
Make Cl1llck
PR. CAPITAL CITY U~TED PARTNERSHIP
PO BOX 644052
~TT~RGHPA 15U~~
FI'QnI: CAPiTAL CITY MALL
3506 CAPtTAL erN MALL DR.
CAMPHILlPA 17011~7003
To,:
Casa Man\ Caffe, fnc..
210 W. Locust Streel
EnoJa PA 17025
Tenant: Casa Manl Caff&
FOR-INQUIRIES CAll; Mary Lee Parley TEL: 717~73T-8Z75 or FAX: 717~737..Q607 Amount Remitted:
Remll top portion ~ payment
DETAIL CHARGE
CapJtal etty MaU Cali. "'hml Caffe Loa.. 0000"'"
1n\lOlcaOate OestrIptlon Charges Paymenls B~"",,, Check Number
111J2003 Balance Forward ,00
0I20a004 Mn.Rl-RGtro02J01-08I31f04 23,333.31 (7.3"',20) 15.955.11 1184
8J20J2D04 CAM~Ret!o 02lO1-0Bl31104 917.90 9n.go
812012004 RE.Tax8s-R&tto 02l01..Q8/31104 162.05 162,05
812012004 Mari<Eltif1g-Ra1To 02J01...QeJ31104 651.56 651.56
a/2W2004 AdVBl1lstng-Re1'to 02101-08104 367.15 367.15
8/.20J20l)4 secur<<y-RBtIo02.101-08131104 162.05 162.05
8/2Oa004 Elllctrlo-Retro 02101-08131/04 300.00 300.00
91112004 MINIMUM RENT 3,333.33 3,333.33
9111.2004 CAM ESCROW 139.70 139.10
9/1/2004 REAL. ESrATETAXES 23.15 23.15
91112004 MarketIng FlJtrd 93.08 93.08
91112004 ADVERTISING 52.45 52.45
91112004 Security 23.15 23.15
9/1/20000 Energy Management Fee 50.00 ".00
1011(2(104 MINIMUM RENT 3,333.33 3,33S,33
101112004 CAM ESCROW 139.70 139.70
1011f2004 REAl ESTATE TAXES 23.15 23.15
10f1JZOO4 Marxetlng Fund 93." 93.08
10'1/2004 ADVERTISING 52.45 5245
101112004 Sa,,",,~ 23.15 23.15
1011/'2004 Enetg)I Management Fee 50.00 50.00
11/1fZOO4 MIMMUM RENT 3,333.33 3,333.33
111112004 CAM ESCROW 13&.70 139.70
111112004 REAL ESTATE TAXES 23.15 23.15
11J112004 Marketing Fund 93.08 93.08
11J1J20Q4 ADVERTISING 52.45 52.045
11/112004 SecW'ity 23.15 23..15
11/112004 Energy Management Fee 50.00 50.00
1211/2.004 MINIMUM RENT 3,333.33 3,333.33
1211.12004 CAM ESCROW 139.70 139.70
1211J2004 REAL esTATE TAXES 23.15 23.15
1211J2004 Marmtlng Fund 93.06 93.0&
121112004 ADVeRTISING 52.45 52,45
12/1/2004 Security 23.15 23.15
12/1/2004 Energy MMSgemenl Fee so.ao So.OO
1/112005 MINIMUM RENT 3,333.'33 3,333.33
Exhibit 2
2- 3_05;11;10AM;CAPITAL CITY MALL
11'1J2005
1fif200S
11112005
1"'2005
1/1/2005
111/2005
21112005
2/1/2005
21112005
2.1112005
21112005
211f2005
211/2005
CAM ESCROW
REAl ESTATE TAXES
Ma!1l:etlng Fund
ADVERTISING
Security
Energy Management Fee
MINIMUM RENT
CAM ESCROW
REAl ESTATE TAXES
Marketing Fund
ADVERTISING
S",""ty
Energy Management Fee
STATEMENT
139.70
2'3.15
93.08
52.45
23.15
50.00
3,333.33
139.70
23.15
93.0.
52.45
23.15
50,00
;717 72,7 0607
D8te~
AccoUflt ~
Stalemenl No ~
Page-
139,70
23.15
93.08
62.45
23.15
50.00
3,333.33
139.70
23.15
93.08
52.45
23.15
50.00
# 6/ I:)
213/2005
738706
126'255
2
ACCOUNT SUMMARY
ACCOUNT AGING
Current
1 ~30
3,7t4.86
Salance PriorTo
Plus Charges From
Less Payments J Credits From
31-60
3,714.66
61 ~90
3,114.86
1/112D<l3
11112003
11112003
AMOUNT DUE:
.00
48,243.1 S
(7,376.20)
"0.884.98
91.120
3,714.86
OWtl'12Q
26,005.54
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
)
)
)
CIVIL DIVISION
No. 05-895
PRAECIPE FOR WRIT OF EXECUTION UPON A CONFESSED JUDGMENT
To the Prothonotary :
Kindly issue a Writ of Execution upon a judgment entered by confession in the abov
matter.
(I) directed to the sheriff of Cumberland County, Pennsylvania;
(2) against Casa Mani Caffe, Inc., Defendant, whose last known address s
4330 Carlisle Pike, Camp Hill, Pennsylvania 17011; and
(3) against Citizens Bank, Garnishee, with an address of 4101 Carlisle P ke,
Harrisburg, PAl 7101;
(4) and index this writ against Casa Mani Caffe, Inc., Defendant, as a lis
pendens against the real property of the Defendant.
(5)
Amount due:
Interest from February 17,2005 at 6%:
Costs:
$ 42,927.72 I
$ 423.40
Writ:
Sheriff:
TOTAL AMOUNT:
$ 15.50
$ 150.00
$ 43,516.62
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r certify that:
(a)
(b)
Date: April 21, 2005
CERTIFICATION:
This praecipe is based upon a judgment entered by confession, and
Notice has been served pursuant to Rule 2958.1 at least thirty days pri r to
the filing ofthis praecipe as evidenced by an Affidavit of Service filed of
record.
L. v0/i~
tephen S. Zubrow (P A I.D. No. 43523
Dana L. Munhall (PA I.D. No. 82583)
MARCUS & SHAPlRA LLP
One Oxford Centre, 35th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Counsel for Plaintiff,
PR Capital City Limited Partnership
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PRAECIPE FOR A TT ACHMENT EXECUTION
Issue writ of attachment to the Sheriff of Cumberland County, for debt, interest and c sts,
as above, directing attachment against the above-named gamishee(s) for the following prop y
(if real estate, supply six copies of the description; supply four copies oflengthy personalty r t)
Any and all of defendant's bank accounts in the possession of Citizens Bank. garnishee
and all other property of the defendant(s) in the possession, custody or control of the said
gamishee(s).
Date: April 21, 2005
~~ ~ - ;l;J~v\f
tephen S. Zubrow (P I.D. No. 43523
Dana L. Munhall (P A I.D. 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
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WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF CUMBERLAND)
NO 05.895 Civil
CIVIL ACTION - LAW
TO THE SHERIFF OF CUMBERLAND COUNTY,
To satisfy the debt, interest and costs due PR CAPITAL CITY LIMITED PARTNERSHIP
Plaintiff(s)
From CASSA MANI CAFFE, INC., 4330 CARLISLE PIKE, CAMP HILL P A 17011
.(1) You are directed to levy upon the property ofthe defendant (s)and to sell
(2)
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
ofCITIIZENS BANK, 4101 CARLISLE PIKE, CAMPHILL PA 17011 GARNISHEE(S) as follows:
ANY AND ALL OF DEF'S BANK ACCOUNTS IN POSSESSION OF GARNISHEE BANK AND
SERVE INTEERROGA TORIES
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined fro
paying any debt to or for the account of the defendant (s) and from delivering any property of the defenda t
(s) or otherwise disposing thereof;
(3) Ifproperty of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as
garnishee and is enjoined as above stated.
Amount Due $42,927.72
Interest FROM 2/17105 @ 6% ~ $423.40
Atty'sComm %
Atty Paid $37.50
Plaintiff Paid
Date, April 26, 2005
L.L. $.50
Due Prothy $1.00
Other Costs
CURTIS R. LONG
(Seal)
By,
REQUESTING PARTY:
Name DANA L. MUNHALL, ESQ.
Address: ONE OXFORD CENTRE, 35'" FLOOR
301 GRANT ST., PGR PA 15219
Attorney for: PLAINTIFF
Telephone: 412-471-3490
Supreme Court ID No. 82583
f
Thomas Kline, Sheriff, who being duly sworn according to law, states
this writ is returned STAYED.
Sheriffs Costs:
Docketing
Poundage
Advertising
Law Library
Prothonotary
Mileage
Surcharge
Levy
Certified Mail
Post Pone Sale
Garnishee
Postage
TOTAL $
18.00
1.17
.50
1.00
30.00
9.00
59.67
Sworn and Subscribed to before me
This fl>- dayofy"v
2005 A.D. ~ 0 /hLPI'~.LIfi .
rothonotary
bS :8 '\J z,- ml S~~l
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L'~.i.:,r
Advance Costs;
Sheriffs Costs:
150.00
59.67
$ 90.33
Refunded to Attyon 06/02/05
So Answers'
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r, ., .:.'t' .,~....,'
R. Thomas Kline, Sheriff
eJCLLUJi J~b~
By Claudia A. Brewbaker
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WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF CUMBERLAND)
NO 05-895 Civil
CIVIL ACTION - LAW
TO THE SHERIFF OF CUMBERLAND COUNTY,
To satisfy the debt, interest and costs due PR CAPITAL CITY LIMITED PARTNERSHIP
Plaintiff( s)
From CASSA MANI CAFFE, INC., 4330 CARLISLE PIKE, CAMP HILL PA 17011
(1) You are directed to levy upon the property of the defendant (s)and to sell
(2)
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
ofCITIIZENS BANK, 4101 CARLISLE PIKE, CAMPHILL PA 17011 GARNISHEE(S) as follows:
ANY AND ALL OF DEF'S BANK ACCOUNTS IN POSSESSION OF GARNISHEE BANK AND
SERVE INTEERROGATORIES
and to notify the gamishee(s) that: (a) an attachment has been issued; (b) the gamishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereol;
(3) Ifproperty of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify himlher that he/she has been added as a
garnishee and is enjoined as above stated.
Amount Due $42,927.72
Interest FROM 2/17/05 @ 6% = $423.40
Atty's Comm %
A tty Paid $37.50
Plaintiff Paid
Date: April 26, 2005
L. L. $.50
Due Prothy $1.00
Other Costs
CURTIS R. LONG
REQUESTING PARTY,
Name DANA L. MUNHALL, ESQ.
Address: ONE OXFORD CENTRE, 35TH FLOOR
301 GRANT ST., PGH PA 15219
Attorney for, PLAINTIFF
Telephone: 412-471-3490
Supreme Court ID No. 82583
By:
(Seal)
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. 05-895
PRAECIPE TO SATISFY JUDGMENT
TO: PROTHONOTARY OF CUMBERLAND COUNTY
Please mark this case settled and all judgments satisfied as to all claims raised.
Dated: Julyij2005
BY~' . -
Stephen S. ro
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
CERTIFICATE OF SERVICE
The undersigned hereby certifies that a true and correct copy of the foregoing Praecipe to
Satisfy Judgment was served upon counsel of record listed below by United States mail, first
class service, postage prepaid, this 24-day of July, 2005:
Hubert X. Gilroy, Esquire
Broujos & Gilroy, P.C.
4 North Hanover Street
Carlisle, PA 17013
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