HomeMy WebLinkAbout05-0896
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMTED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. Dr -,p::tf:,
C;o'\Ct0't.~
CONFESSION OF JUDGMENT FOR POSSESSION OF REAL PROPERTY
Pursuant to the authority contained in the warrant of attorney, the original or a copy of
which is attached to the complaint filed in this action, I appear for the Defendant and confess
judgment in ejectment in favor of Plaintiff and against Defendant for possession of the real
property described as follows:
The store premises as described in the Lease and Exhibit B thereto, more particularly
described as part of a shopping center known as Capital City Mall, Kiosk No. WTK-l.
Dated: February l C;, 2005
V~~ ~. j~~~~Jl
(;\ttorney for Defendant
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
cASA MANI CAFFE, INC., )
)
Defendant. )
)
)
)
)
)
)
)
)
)
)
)
)
)
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CIVIL DIVISION
No. O!;-cP96 ~~~L ~82-l
COMPLAINT IN CONFESSION OF
JUDGMENT FOR POSSESSION
OF REAL PROPERTY
Filed on Behalf of the Plaintiff,
PR Capital City Limited Partnership
Counsel of Record for this Party:
Stephen S. Zubrow
PAID No. 43523
Dana 1. 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, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. OS - S>?L C(.)~ L <--r ~
COMPLAINT IN CONFESSION OF JUDGMENT
FOR POSSESSION OF REAL PROPERTY
I. 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 1,
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 possession of real
property is warranted by Section 19.06 of the Lease.
4. Plaintiff avers that judgment on the Lease is not being entered by confession
against a natural person in connection with a residential lease. The underlying Lease of real
property at Capital City Mall, Camp Hill, Pennsylvania, was made as a commercial transaction.
5. The property at issue is the store premises as described in the Lease and Exhibit B
thereto, more particularly described as part of a shopping center known as Capital City Mall,
Kiosk No. WTK-l.
6. Crown American Capital City Associates, L.P. assigned the Lease to Plaintiff.
7. Judgment has not been entered on the Lease in this or any other jurisdiction.
8. Plaintiff avers that the Lease authorizes the entry of Judgment for Possession 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 II, 2005, and more than ten days have passed after Defendant received notice of
its failure to pay without making the missing payments.
WHEREFORE, Plaintiff as authorized by the warrant of attorney contained in the Lease
demands a judgment in ejectment against Defendant for possession of the premises described
herein plus costs and attorneys' fees and brings said Lease to Court to recover said real property.
Respectfully submitted,
Ie:
Dated: February~, 2005
~ ~.,Mv~
tephen 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
Casa Mani Caffe, Inc
UNSWORN VERIFICATION UNDER 18 PA.C.S. &4904
The undersigned hereby states subject to the penalties of 18 Pa. C.S. 94904 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 Possession of Real
Property and that avennents of fact contained in such Complaint are true and correct to the best
of my knowledge, infonnation and belief.
PREIT SERVICES, LLC,
Agent for PR CAPITAL CITY LIMITED PARTNERSHIP
Dated: ~'-or"U \" ,2005
By:
~~L,~ Y~/~~f-
Debra Lambert
Vice President - Legal Services and
Corporate Affairs
"IND~~OFLEASE"
. IJ THIS INDEN'fURE OF LEASE, made 01\ the ~,...,.. day of
va,"fb-..:l.>;t:>3... 21lll2. by CROWN AMERICAN CAPITAL CITY ASSOCIATES,
il,., , P'cinnsy1wnia Limited Partnership, by CROWN AMERICAN CAPITAL CITY
ASSOCIATES, , Delaware business triJ8t and wholly-owncd subsidiary of Crown American
Realty Trust, as Sole General Partner, with its offices located at Pasqueri11a Plaza, lobnstown,
Pennsylvania 15901 (hereinafter calbl "Landlord"), and CASA MANI CAFFE
.JII'IIlUl'JJlUILilII., INC.,
1rading as CASA MAN} CAFFE,
with an address at 1196 WtIIIllWB ild IlBIIlI, MOBlulllieMllll'& P!\ 17QjQ (hereinafter called
"Tenant"). 433Q Carllale PIke, Camp HIlI, PA 17011
WITNESSETH:
A. Leased Pr.......es.
Landlord h=by leases to Tenant and Tenant hen:by mils from Landlord the store
premisea'(hereinafter referred to as the "premises", "leased premises" or "demised pmnises")
outlined in red on the plan alfBcbed as Exhibit "B" hereto, now erected or hereafter to be erected
as 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 Center" or "entire premises" and initially
comprising the area shown in Exhibit "B"), the demised premises being measured and descn'bed
by the following dimensions which are measured from the outside building lines of each wall of
the demised premises or, in the case of those walls separating the demised premises from other
stores in the Shopping Center, from the center lines ofsuch walls: (WTK-l)
Front: Ten Feet
(10')
(IS')
(ISO) Square Feet,
Depth: Fifteen Feet
Total Area: One Hundred Fifty
together with the right to the non-exclusive use in common with others entitled to use same of all
such automobile parking areas. driveways, malls, courts, corridors and footway&, loading
facilities and other facilities as may be designated by Landlord from time to time 118 lIlDre fully
set forth in and subject to the terms and conditions of this Indenture of Les8e and the Lease
Agreement (hereinafier collectively refezred to as the "Lease"), and to such rules and regulations
for the use thereof as may be prescn'bed from time to time by the Landlord.
B, :r.um.
The term of this Lease shall be for a period of 'five (5) vears beginning on the
"commencement date" as established by Section 1.01 (,) of the Lease; provided, however,
\1Ed.._~WORD\lod........\lNDEN'\1JRES-IIIoIrl<aIlO]'I_,....\Dlda'la""
280~pllalCit1\M.a1Catr. (nvlj.4oc
Exhibit 1
Tenant's fixed minimum rental and other charp will COIIIIlIeI1ce on 1hc earlier to occur of: (al
the dale upon which the TClWlt opens its pmrUscs for business 01' (b) P.t-Lw l.~
AllrIll.1OO3. whctbcr Tenant is open for business or not. .
C. FIxed MlallllQDI Reat.
Tenant sball pay to Landlord a guarantood annual minimlllll I'Cllt ("Fixed Minimum
Rent") as follows: The Fixed Minimum Rent for each of the following periods during the tam
of this Lease shall be:
Time Period
Annual A.mount
Monthlv Amount
Years 1,5
$40,000.00
$3,333,33.
Each such installment shall be due and payable on or before the first day of each
calendar month in 1hc 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 Iimc, without any prior demand therefor
and without any deduction or IICtoff whatsoever, 1hc first installment to be paid on the
COIIIIIleIIccment dale whether or not the oommencement dale is the tint day of a calendar month,
In the event that the col1llllCDCCtllCl dale of the tam of this Lease shall be a day other than the
first day of a calendar month, Tenant's first payment of Fixed Minimum Rent shall be prorated
for the fractional month bctwccn the COII1IIlCI1cement dale and the fl1'St day of the first full
calendar month in the tenn hereof, on a per diem basis (calculated on a thirty day l)1OIIth).
D. PerceDtalle ReDt.
In addition to the Fixed Minimum Rent as afomsaicl. Tenant, in accordance with Section
2.0 I of the Lease, shall pay to Landlord, as additional ralt hereunder (hereinafter referred to as
"PCl'CClltage Rent"), and as part of the consideration of the aforesaid demise. for each 1_ ycar
in the tam of this Leaae a sum equal to Ii""t oercent (8%) of that portion of Gross Sales (as
defmed in Section 2.02 of the Lease) during such tease 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
PereentaJC Rent Gross Sales Base
Years 1-5
$500.000.00,
E. Use or PrP.llt11e&.
Subject to the provisions of Article V of tile Lease, Tenant sball use the leased premises
solely for the purpose of conducting the busincssof: 1he retail sale of th08C items listed on
Exhibit "D", attached hereto and incorporated herein, and fpr no other purpose whatsoever,
F. Common Area Pavment.
On the first day of each calendar month, Tenant shall pay to ,Landlord. in advance.
without demand and without any setoff or deduction, as a minimum payment on account of
Tenant's proportionate share of the Operating Costs (as defined in Article VII of the Lease) an
\1E4..Io_..Il\II_WO_....IINDENnJJlES.JIlIlorklM2-lod..__t......
3tZ\CapllaICltyIMooIColI'e (rov1~'"
2
amount never leSs than one-twelfth (I/IZth) of the product obtained by multiplying the square feet
of floor area of the demised premises by the sum of Ten Dollan ($ 1 0,00), If the commencement
. date hereof shall not be the first day of a calendar month, Tenant's payment of itS proportionate
share of Operating Costs 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" An, attached hereto and made a part hereof of this Lease,
for Tenant's additional payment to Landlord for Tenant's Food Court Proportionate 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. Tea.at'. AlIOWllDee.
The Landlord sball 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 terms and
conditions set forth in said Exhibit" An.
Notwithstanding anything contained in Exhibit "An to the contnuy, Tenant is not
responsible for the payment of any Landlord-provided Construction Items; however, Tenant is
responsible for the payment of all Service Charges, as provided in Exhibit "A".
H. Seeurltv Deaosit
Tenant covenants to pay Landlord, upon execution of this Lease, Seven Thollund Two
Hundred Fitly Dollars ($7.250.00) for its security deposit If Tenant shall not be in default
bereundec. the security deposit, unless retained by Landlord as provided herein, shall be applied
without interest to Tenant's payment of Fixed Minimum Rent for the ei2hteenth (lg.... and
nineteenth (19th) months of the term of this Lease and the remaining baIance toward the
twentieth (20*) month of the term of this Lease. Landlord shall have the right to retain the
security deposit as liquidated damages in addition to all the othec remedies Landlord shall have
against Tenant under the tenns of the Lease herein should Tenant not open for business in the
Shopping Center, or otherwise be in defauh of any of the provisions of this Lease,
L Tax Rent.
As an initial estimated payment on account of Tenant's proportionate share of taxeS as
defined in Article n of the Lease, 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 (1I12th) of the product obtained by multiplying the floor anoa of the
demised premises bylbe sum of One Dollar and Sixty-Seven Cents ($1.67),
J. Marked.1! FUDdlAdvel1lalnl!.
TCJl!U11 covenants and agrees to become a member of any Marketing Fund approved by
Landlord, and to maintain such membership throullhout the tenn of this Lease, Tenant further
agrees to pay as its shan: of the cost of the activities conducted by su.m association lite sum of
Six Dollars and Soo,y-Seven Cents ($6.67) per year for each square foot of floor area contained
in the demised premises, sl!bject to CPI adjustment, as provided in Article XV of the Lease.
\
\
D;\Lec.lIBratdal\t\WORDll...........200Z\C.p1..'CitylMa.IC.Re.d<Ic:
3
Tenant shall also pay to Landlord as its contribution to the Advertising Program for the
Shopping Center the sum of Three Dollars and Thirtv.Three Cents ($3.33)
per year for each square foot of floor area contained in the demised premises. Tenant's
Advertising Program payment and Marketing Fund payment shan be made in monthly
installments, togedter with Tenant's payment of Fixed Minimum Rent, and said Advertising
Program payment shall be subject to CPI adjustment in the same manner as Tenant's Marketing
Fund payment as provided in Article XV of the Lease,
K. Prouortio..te Cost of Secarity,
In the event Landlord elects to provide security for the Shopping Center, Tenant shan
pay monthly, in advance. as additional rent, together with each monthly installment of Fixed
Minimum Rent, without demand or setoff, an amount equal to ODo-twelfth (1I12~ of the product
obtained by lRultiplying the floor area of the demised premises by the amount of One Dollar and
Sixtv.&ven Cents (SI.67), .
1.. Lease Doeameats.
In addition to the Indenture of Lease and the Lease Agreement, the following are
attached to the Lease and are hereby iocorponted in and made part of the Lease as fully as
though set forth at length in the Lease: Rider, if any, Exhibit "A", Exhibit "8", Exhibit "C" and
Exhibit "0",
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have caused this Lease to be duly executed the clay and year first above written,
(Corporate Seal)
CROWN AMERICAN CAPITAL CITY
ASSOCIATES, LP., A PENNSVL VANIA
LIMITED PARTNERSHIP, BY: CROWN
AMERICAN CAPITAL CITY ASSOCIATES,
A DELAWARE BUSINESS TRUST AND
WHOLLy..oWNED S IDIARV OF CROWN
AMERICAN REAL TRUST,
AS SOLE G ARTNER
II
V1ee Pl'Cllclent
ATIEST:@~~..J,
Roaald P. Rulaak
Secretary
BY:
(Corporate Seal)
CASA MANI CAFFE, INC,. D/B/A CASA MANI CAFFE
M.\NI CI.JlFB.
.,
ATIEST:
BY:
Secretary
D:Il<pNlna..MlWORD\bdUlur...ll1O]lCapl..,C1I1_alCalr..-
4
RIDER
Tellut'. Rlglat to Early TenuIaatloll:
Tenant may, at its opliOD, elect to terminate tbia Lcuc on the last day of the thirtieth (30*) month
of the l..caIc: term ("Tmnination Date") provided Tenant Iball notify Landlord in writing of
Tenant's election to tmninatc no later than the end of the twenty-fourth (24*) month in the term
of the l..caIc:, To be effective, such notice shall be acClOlqllllied by a certified check, payable to
Landlord, in an amount equal to $25,000.00, which shall be considered to be an early tennilIation
fee, and as such, shall not relieve TClIIIIlt of its obligation to pay all sums due and accruing under
the terms of the, Lease through the Tcnnination Date.
Tenant'a election to terminate the Lease, as aforesaid, shall be effective only if the election is
made during the time period herein provided, with tinJe being of the C88CDce, and if Tenant is not
in default of any of its obligatiOllll under the l..caIc: either Dll the date notice of terminMion is
llivcn or on the Tcnninalion Date.
The rights conferred to Tenant by tbia provision are pcrsonaI to tbia Tenant and will be null, void
and of no effect to any assiglIce, or subtenant wbcther by voluntary transfer, by operation onaw.
or permitted by the terms of this Lease,
\\Ed..IaUndlLopllJln.lIaMIWOIUlIlD_~_'_m\l._Iut'...
JI01\CoflWOl1lMulCalft (m1).<Io< "
5
TABU 01' COIITBIITII
ARTICLE I_~..a..__......_...._._''''''_'''''''''''__--':'''._.......;.....__._..............................:...........1
TERM.........................................,.,.,.............................,..........,..'...........,................................ 1
SECTION 1.01, Commencin.. oftheTenn,.............",......................................,....,.............,. 1
ARTICLE D......._......_...._..._._.............;........._..............-......___._................_........_......1
RENT..,.................,..,.."........,.......,.,..,....,...........,..,..,........,...............................,..,.................,1
SECTION 2,01. Pe........."" Rent...................,......,......,.,........."...............,.........................:, 1
SECTION 2.02, Groa S...... Delined,..,......................................,...........,......,......,......,.....,.. 2
SBCrION 2.03. ~"A'P. Rent StRt~ts. .....................................................................0.3
SECl'lON 2,04, IauJ. ......'..., ,......,..... ....,.. ............'..,..,.............. ........'..... ,....'. ........., ....,..... "I
SECTION 2.05. ...MI........! Rent,.......................................",......"...,............,....................... 6
ARTICLE m..............__..._..._............._._.........._:............_....._............:.~......._....____..... 6
BOOKS OF ACCOUNT AND AUDIT...........................,........,.... .........,..'................,.........,.....,.... 6
SECTION 3.01, Tenant's RNonrtI.. ,........,....,...........'......'..................,.........,.......,...,............ 6
SECTION 3.02, &llIIt. .....'..........m.................................................."".,................,............. 6
ARTICLE IV ...............................u...................._......_....._...................____........._......._......_........ 7
CONSTRUCTION OF LEASED PREMISES ,.......,.........,...............................,..,.......................... 7
SECt'lON 4.01. Constmcti.on bv J .atv41nTr1. .............~"............................................................ 7
SECI'lON 4.02. TeIlIU1t'a J....nrnv,."'llI!nt. and Fixture.. ......................................................... 7
SECI'70N ~.03. Fin.nl"'i".. ................................................................................................. 7
SECTION 4,04. E>rcuoe of Performance, ,....,.....................,......,..,......'......,....................,...., 7
ARTICLE V...............,........_.._.._.___........................,...............,.._.....,.........,....._......_.....8
CONDUCT OF BUSINESS ..........,............................,................................................................ 8
SECTION 5,01. Use of Premiaes. ........,..................,.........................,................................... 8
SECTION 5.02. SlDnuze............,.............,..........................,.................,..,........,...........,.......8
SECTION 5,03, "'''''itione1 Use of the Premioee....................,..................,....,..................,.... 9
SECTION 5.04. Rules snd Retn1lations. ....,........................................,....,.................,......., 10
ARTICLE VI ....".._.................._.............,......._,.........,......_,.._..............._..,............................... I()
GRANT OF CONCESSIONS ...................."..,........,........,........,....,;. "............,;,..,..................... 10
SECTION 6,01. Conditions to Grant. ...............:......,..........,......"'....,......,..............,....,...... 10
ARnCLE VD_..........._....._............_.............._.._.........__..._.___......._.........._..............__..........11_
COMMON AREAS '..,...............,................................,...........,...............,...............,................. II
SECl'lON 7,01. Defmition: ('"",troL ,..........,....,.....,......,....,..................,..,...................,..,... II
SECrION 7.02. Pa.rkinll!! 'P'AMlitie.. ..................................................................................... 11
SECl'lON 7.03. Roof. Walle Chen""s and Additions to ('~nter,..,..................,.....,...."..,...... 12
SEC'I10N 7.04. RiJrht to R~ll'V"At,.. .....................................................................................12
SECTI01l7,05, -.........................,..,........'''.........,.................,.......,........,.......,.......... 12
SECTION 7,06, Common Area Pavment. ............."...........................,,,,............................. 13
SECTION 7,07, Prooortionete Cost of Securitv, ..,.....,..,..,.................................................. l"I
ARTICLE VOl _.............._..........._......._.....__M............_...................._....................._......_............ 14
SIGNS; AWNINGS; CANOPIES; F!X'l'URES; ALTERATIONS ........................................... .......... 14
SECTION 8,01. Sims. Awnina end CanoDies. .......'.........,..........,......,............................., l"I
SECTION 8.02, Prooertv in Demised Prerq;....,....,........"....,...............,........,....,.....,.....,.... 15
SECTION 8.03. Imorovemen18 end Alterations. ,.......................................,..........,.........,...16
ARTICLE IX ......,.....................,.......,..;,..,..,..,...._.,...,.............,...........................,.._....,............_,....,_,,, 16
MAINTENANCE AND REPAIR; SURRENDER OF LEASED PREMIS8S................,............;;,...... 16
i
D:\LqallLaK _.IICROWN MASTER LEASE BODY,d..
(I1.IM9)
SECTl.ON 9.0~. Reoairs and Maintenance bv Tenant. "."'..,."...",,,.',,,,,,..,,..,..,,,,.......,,...... ~6
SECTI.ON 9.02. Structural Rm>ainI, ",,,,,..:..,,........,,,,...,,.,,,,,,,,,,,,,,,,,,...,,,....,,,,,,,,,,,,..,,.....,, 17,
SECI'ION 9.03. SuJTender of Premiae."....",.."...."..............""",,,,,,,,,,,,.".."."........,...".... 17
ARTICLE X.,........._......_........"...,......._,.......,.................................................._,....................,..,..,.. 18
INDEMNIFICATION; SUBROGATION".."""".."""."",,,....,,..,,.,,,,,,..,,..,,,,,,..,...,,....,,,...",...".., ~8
SECTI.ON ~0.01. Indemnlfleatlon and Waiver ofCI.im........",,,...,,,,,,,,.,,..,,,,,,..,...,,,,,,.,,.... ]8
ARTICLE XI ...._.._..___......................................___._..__.............__........_..............18
INSURANCE "...,."",...""""",.".."....""."."""""""..""".""'",""....,,",,........."...."... '''''''''''' 18
SEC1'ION ~ 1.0], In.urance. ..,,,..,,,........,,,,,,,,......,,,,..,,..,,',,..,,,,..,..,',,,,.,,.,,,.,,.,,,,..,,,,."...". 18
SEC1'ION 11.02. lnaurance PrcJIIiaiona. ...,.."",..",....."""....."....,..,...........,,,...,,",,.,,,,,...,.. 19
SECTI.ON 11,03. Effect on In.urance......"...,,,..,,,,....,,,,..,,,..,,,,...,,,,..,,,..,....,,,,..,,,,,.....,,,.... ]9
ARTICLE X1I_..___..._......_...............___.._..._...._._...__............_......_............:%0
ununES ..,,,,...,,,,...,...,.,,.,,,,,,,,..,.....,,....,,,,..,,,,,,..,,..,....,,.,,.,,,,,,,,,,,,..."",,,..,..,,,,,,.,,.....,,.,,.,, 20
, SECI'lON 12.01, Utilities"..""..""..,....",....,.."..",.....",,,........,,,,..,,..,,,,,.....,,,,,,,,....",........20
SEC'I10N 12.02. AODli~Ation For Utilities. .........................................................................20
SECI'lON 12.03, Oceration of Heatinl! and Air-<:Onditionin...""""",,,..,..,...,,,,....,...,,,,.....,, 20
SEC1'ION 12,04. Utility Chanze nermed......""".",,,,,,,,......,,..,,............,,,.,,,,,,,,,..,,...,,..,,....20
ARTICLE XUI ................._.............._............._................__...................._._....................._.........21
ESTOPPEL CERTIFICATE; SUBORDINATION; ATroRNMENT......",.."",,,,,,,..,,,,....,,.,,.....,.,,.,, 2]
SECI'lON 13.01. """"""6on of Eatoooe1 {'~fi~"te, ...................,........",..",..............,........ 21
SECTION 13,02, Failure to .........,1>> _0\)"1 n..-tirn",te...,..................m.."."..m............... 21
SECTION 13,03, SUbordination and Attornment. ,..,....,..........,................"....,,,,...,,..,........ 21
ARTICLE XIV....._.._................_....................H......_..._._...............................__......_.........._ n
ASSIGNMENT AND SUBLETI'lNG ....................................,......"....."...........,..,...' ....,...",........ 22
SECI'lON 14.01. "..ionll'llll!l'tt and Sub1ettinli!. ................................................... ................. 22
SEctiON 14.02, AODlieation to A..ilm or Sublel......................."............,....................,,,, 23
SEC'I'ION 14.03. Conv of AMitrnment or R.nh1......... ............................................................ 23
ARTICLE XV ....,............_........,.........."............,_................_.................,..._..,......'.....",'........"... %3
MERCHANTS' ASSOCIATION; PROMOTION FUND; ADVERTISING ,......"......."......,........,.......23
SECTI.ON 15,01. Merchants' A.....,;.tion. Promotion Fund and Advertisinll. .""..".."......., 23
ARTICLE XVI.,..._.._......_,'........,..,........,........_,...........,.._........................................_,...'"......... %5,
DESTRUCTION OF LEASED PREMiSES..,..,,,.....,,...........,............,................,....,..........,,....,.. 25
.l!lECl'lON 16.01. Total or Partial Deatruetlon.......,....",..........."........,......................,........, 25
SECIlON 16.02. Partial DealrUction ofShDDOin~Center,..,.......,.....,,,....,...................,,..,.. 26
ARTICLE XVII__,.........,................._.......................,_............_......................._..................... %6
EMINENT DOMAIN ......'..."..............,..........,.............,........."..,........................"........,........... 26
SEC1'ION 17.01. Total Condemnation ..............,......................"..,...................,........,..,.,.. 26
SECTION 17.02. Partial Condemnation, ........,...............,,,...,,,..,,...........,..............,........,...26
SEC1'ION ]7,03, Partial Condtomn.lion of ShODDina Center.."..,.................,....,..........,...... 27
SECTION 17.04. Landlord'. Dam","".. ..,,,....,............,,..........,,.....,,,....,,.........,.................. 27
SEC1'ION 17.05. Tenant's Dam...e., .....".."..........,..........,......................,.....",................. 27
ARTICLE XVIlL..,........."......,..,;:....._.....,.,.....................,........_......................"..............,.....,...,...... %7
BANKRUPl'CY OR INSOLVENCY ..."..............,.................,.,......................" ,....,......,....,,,..,'..., 27
SECI'lON 18.01. BankruDtcv or Insolvencv. ...........,..."..,..........,............,......,...................27
ARTICLE XIX.._...........".............,..._.._.............._,................._....................,..:.........."....;.............. %8
EVENTS OF DEFAULT; LANDLORD'S REMEDIES.....,...............,....,....."......"...................."" 28
BEC1'ION 19.01, Events of Defllult.,.............,....,.."..''''m'.................,,,...,..,,.........,.....":,,... 28
II
D:IL<pN.euo BodIttICROWN MAS'RR LIAllE BODY.doe
(11-17.99)
,
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SECTION 19,02. Deliberate Events oCDeCault...................,..................,.........,........,......,... 29
SECI'ION 19.03. T.-r1"I"Iin.tion. ... ........... .., ... .... ...... ....... ..... ..... ........ .... ..:..... ..... ..... .._ .... ....... 29
SECTION 19,04, RilIht of ......_.,~ ..........,.......,..........,..............,...,..,.............,.............. 29
SECTION 19.05. Additional R~;_ oC LandJord.................,.......:.,..,....................,...., ".. 29
SECTION 19.06, Confenlon o(Jud""",nt, ..........."...",......,......................,.....,.............,..' 30
SECTION 19.07, Waivera. ..,....................."..,................,..................,.....................,.........,31
ARncu XX..........._.u..._..____.__....._.u......._..............._...:....._...................._......31
MISCELlANEOUS "........................................"..................................,..........'....,.............,...' 32
SECl'lON 20:01. A_... bv Li!ndlord,..,..,..,;................................................",...."..,.,..,..... 32
SECTION 20.02, Moldln.. Over, ,......................................,...................................,......,,,.... 32
SECTION 20,03, ""~--ra, .....,.."...........,..,......,..........,,,,,,....,..,..........,,........'..........,..... 32
SECTION 20.04, Oulet EniovmenL.'..............,.."'. "....,,,....................,....... ,..................... .32
SECl'lON 20,05, Yl&lm, .....,......'..".....,..,......,......'.....,..............,..,....................."............ 33
SECTION 20,06. euMnm and U......, ,............,..,....,..,..........................................'..,.....,.., 33
SECTION '20.07, A.........l and ."...Minn. .......,..,....,...................."."..................,..........,.. 33
SECl'lON 20,08. Paformance o(Tenant's Covenants, .."..,....'....,................".......'............ 33
SECI'lON 20,09. Entire Afteement"....,..,..,..........,..,.".........,..,.........,..,..,...........,.......,..... 33
SECI'lON 20.10. No PartnenhiD, ..,.."................,.....,..,.............,....,...........""."......."......, 34
SEC'J10N 20.11, l!sIlll;g. ..........,........"'................,...,......,,..,....,............,..........,'.............. 34
SEC'J10N 20,12, Caotlons and Index.......,.."..."...,......".......................,...."".........,....,..... 34
SECTION 20.13. Tllnant Defined: Use o(Pronoun. ................,......,......',......"..,..............,.. 34
SEC'J10N 20,14, Ne..""" of PeraonalLiability..........,..,..,..........,..,....................,.............. 35
SECTION 20.15. ~ of~ft'I~'" Limitatinn on Rents and Other ChI!l.l"2'eB. .............35
SEC110N 20.16. PartiallnVlaUrlitv': SenaraC:e Covenants...,.................................................. 35
SECI'lON 20,17. 11....._11_, ,.."..................,,,,,.....,,,........,,'..,,.....,,.........,.................,........ 3.6
SECl'ION 20.18. BMkerue Comn,;..,;on.......,.........."........,.....,......,......................,...,....,. 36
SECl'lON 20,19, Conatruction, '.........'.."..,....,..........",...,..""..."..................................,...36
SECTION 20,20. PerDetuitv, ,.....,..................,.............,..........',.......'.....,........",.........'"..... 36
SECI'lON 20.21. Choice of Law. .......,..........,...................,..,.................,...............".....,,,,.. 36
SECTION 20,22. Joint Prenaraoon..............,.......,,,....,...,..,.......,.............,...,,,..,......,,........36
SECTION 20,23, Interlineation..........................................",..,........,.........................",.....36
SECI'lON 20.24, Su""'I..inn ofLeBIIe 10 Tenant, .""...."......................."..........""".......... 36
iii
D:Il4.1\14te BodleIICROWN MASrEII LEASt BODy,.....
(1I.17-")
I.BA8B ..................
AJtTICLB I
TBRJI
SECTION 1.01, Commencinlz of the Term,
(al The 'original t=n" of ~ Lease (heree!ter dellned.l and Tenanh obliptioo to pay
rent and occupy the derm-:l premises in accordance with the tams hereof shall commence on
the earlier of the foJlowing dates (such earlier date being herein called the 'commencen\ent date'):
(1) on the date eet forth in Section "Il" of the Inden~ of Lease or 121 the date on whieh'Tenant
shall lint open the demised premieee for business.
Ibl At any time after the commencement date of the term of the Lease the parties
shall _te and deliver to each other. at the option of Lancliord. either an instrument in
recordable form or a letter agreement prepared by Landlord, wherein Tenant.shall: (1) certify that
. the Lease is in Cull force and effect and 121 certify the c:otnmenccment and termination dates of the
original term of this Lease.
(el This Lease and the tenancy hereby created shall cease and determine at the end
of the term hereof without the necesoity of any notice from either Landlord or Tenant to terminate
the _. and Tenant hereby waivcs notice to """"Ie the premi_ and .........S that Landlord shall
be entitled to the benefit of all provisione of law reapeeting the sumnwy recovery of possession of
premises from a tenant hoIdina: over to the same extent as if statutory notice had been given,
(d) The period commencing on the date hereo! and terminating on the date
immediately prior to the commencement date 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 refened to herein 88 the "original term". For the PUrp08e8 of this Lease the words
"the term of this Leaac' and "term he.-!" ahaIl be deemed to mean the initial tcnn and the
original term or this Leaac and all extensions or renewal$ thereof.
ARTICLB D
RI!:IIT
\
,
,
,
SEcnON 2,01. "",""",fA"'" Rent.
(al The Pereentage Rent shall be payable without prior demand and without any
setolf or deduction whablOeVCr at the times set forth hereinafter at the place then fIXed for the
payment of Fixed Minimum Rent. .
Ibt Not later than thirty (30) da,ys after the expiration of the first "lea"" year'
(hereinafter defmed) of the term hereof and, unlesa Landlord exerciaes its option 88 set forth in
the next Knt.ence hereof. thereafter not later than thirty (30) daya after the explration of each
subsequent lease' year in the term hereof, Tenant shall pay to Landlord the Percentage Rent due
for the Ieue year in question. In the event that Pereentage Rent shall be ~ble for any 1_
year in the t=n hereof, after the explratlon of the lint lease year containing twelve (12) complete
calendar months, Landlord, at Landlord's option to be exercised by written notice to Tenant, may
require' Tenant to plY. as additional rent, together with each monthly installment of Fixed
Minimum Rent due hereunder commencing with the lint wch pe.yment due immediately after
the receipt by Tenant of web notice an amount equal to one-twelfth (1/12th) of eighty percent
(80"11>1 of the Percent8ge Rent payable for the immediately preceding Ieue year. Thereafter,
Tenant shall continue to pay such estimated payments of Percentage Rent together with each
monthly installment of Fixed Minimum Rent due for each calendar month in the term hereof;
provided, however, that the amount of such estimated monthly pe.yments of Percentage Rent
may, at Landlord's option, be adjusted st the expiration of each wbscquent lease year alter
receipt by Landlord of Tenant'a statement reCcrrcd to in Section 2,03(b) to an amount equal to
one-twelfth (1/12thl of eighty percent (80%) of the Percentage Rent payable for the Ieue year
immediately prccedina: such adjustment and commencing with the payment of Fixed Minimum
Rent due immediat.eJy aftm' receipt by Tenant of notice of &ueh adjustment. Tenant ahall continue
to pay wch acljustcd amount until the next adjustment, Although estimated Percentage Rent
shall be payable monthly as aforesaid, the final computation and payment shall be on an annual
basis.
I
D:\LqAl\LooH IIo4Ieo1CROWN MA!rBR LIlASE BODY.doc
(11-'7.99)
(cl Whenever used in this Lease the words "lease year" shall mean the twelve (12)
fun calendar months of the term commencing with the first day of the term of this Lease, provided
the commencement of the term of this Lease is on the first day of the month or, It the term of this
Le..... commences on any day other than the rlF8t day of the month, then with the rl1'st day of the
month inunediatcly following the commencement dale and each oucceeding tWelve (121 month
period. In the event that the first or last lease year shall con.ot of less than twelve (121 full
calendar months, the PercentaF Rent GrolI8 Sales Base for ouch &hortcr lease year shall be
deemed to be that portion of such Sal... Balle obtained by multiplying the applicable Pe=ntage
Rent Grosa Sa1es Base set forth in the Indenture of Lease by a fraction, the numerator of which
&hall be the number of days contained in such &horter lease year and the denominator of which
shall be three hundnld slxo/-five (365), 111 the event the amount of the Percentage Rent 01'088
Sales Base set forth herein is subject to adjustnlenta during the term of this Lease, and the date
on which ouch adjuatmenHs to oceur (hereinalb!r referred to aa the "Rental Adjustment Date") is
other than the first day of a lease year, the Percentage Rent Oro88 Sales Base for the lease year in
which the Rental Adjustment Date shaI1l'8ll &hall be the sum, of: (a) the Jeaser Percentage Rent
Oro8S Sales Base set forth in the IndCllture of Lease multiplied by a fraction, the numerator of
which .hall be the number of days in the period commencing on the f&ot day of the lease ye&r in
which the Rental Adjustment Date shall fall and ending on the day immediatcly prior to the
Rental Adjustment Date and the dCllominator of which &hall be three hundred slxo/-rlVC (365),
plus ChI the greater Percentage Rent Groas Sale. Base set forth in the Indenture of Lease
multiplied by a fraction. the numet1l.tor of which shall be the number of days in the period
commencing on the Rental Adjustment Date and ending on the wI day of the lease year in which
the Rental Adjustment Date shall fall and the denominal<lr of which ahsl1 be three hundred slxo/-
five (365}.
(dlit is Cl<preaely understood and agreed that Landlord docs not conaider the Fixed
. Minimum Rent in itself a fair and adequate rental for the demised premises and would not have
entered into this Lease unless Tenant had obligated itself to ~ Percentage Rent which Landlord
expect. to supplement the Fixed Minimum Rent to provide such fair and adequate rental return.
Therefore. ir, in each of at least two (2) of the first three (3) fun 1ease years in the term hereof,
Tenant ahsl1 not have been oblipted to pay Percentage Rent in the amount 118 set in the
Indenture of Lease, Landlord may. at its option. (I) tenninate this Lease upon written notice to
Tenant slven at any time within six (6) months alb!r the receipt by Landlord of Tenant's annual
statement of GrolI8 Sales for such third fun I....... year, (or. if earlier, the due date thereofl and
this Lease shall tenninote and be null and void slxo/ (60) days after deIiVC1)' of such notice; or (2)
decrease the Percentage Rent Oross Sales Base set forth in Section "0" of the Indenture of Lease
to an amount equal l<l the OI'OllS Salea reported by Tenant at the end of the Ie..... year
immediatcly preceding the date on which Landlord makes the election hereunder, Tenant shall
thereafter pay to LandIDrd Pen:entage Rent in exec88 of the decreaeed Percentage Rent Ora...
Sales Base for each lease year during the remainder of the term of this'Lease (including the lease
year during which the Pen:entage Rent Omss Sales Base haa been decreaeedl. and each lease
year thereafter,
SEGTlON 2.02. Groaa RD1.. Defined.
(s) The words "Groa. Sales" as used herein shall mean the gross amount of all sales
of all goods. ware. and merchandise sold and all servicea perfonned by Tenant and/or by any
subtenant, licensee or concessionaire in. at or from the demised pl'CltU__ (including. but not
limited to. catalollUe ..ue. made at or from the demised premisea). whether for cash. credit Dr
other consideration, with such other consideration being detennined at fair mar~t value and
financing charsea on all Orass Sales (without reserve or deduction for inability or failure to
collect) inc1udin& but not limited to, such sales and services (11 118 a result of transactions
originating in, at or from the demised premi&es, whether delivery or perfonnance is made from the
demised premises or from aome other place; (2) pursuant to mail, telephone, telegraph, c1osed'IV
Circuit, Dial-A-Buy, electronic, video, computer, or other technology-based systems and other
devices, automated Dr otherwise, whether mstiog now or developed in the future whereby orde",
are received at or supplied from the demised premises or (3) which Tenant or any subtenant,
licensee Dr concessionaire in the nonna! course of ita business woulcI attribute to ita operations at
the demised premises. Gross Sale.. also include all deposita not refunded to purchasers. Each
sale upon instaDment or credit shall be treated as a alle for .the fun price in the month during
which .such sale shall be msde. irrespective of the time when Tenant shall receive payment
2
P:IL<pIlL<_ Bodl<cICROWN MASTEIl LE.\SE BODy....
(11-17-">
therefor.
(bl The foUowing shaD be deducted from Gross &les if originally included therein, or
excluded therefrom, lIS the case may be. provided separate reCords are supplied supporting such
deductions or exclusions. namely: (II any CIllchange of merchandise between stores of Tenant
where such CIllchange is made solelY for the convenient operation of Tenant's busine88 and not for
the purpose of consummating a aaJe made in. at or from the demieed premises, (21 returns to
shippers or manufacturers, (31 ca8h or credit refunds to cuatmnera on transactions othenri8e
included in GI'088 Sales, (41 88.les of fixtures, machineIY and equipment after use thereof in the
conduct of TenBnt'B business'in the demi8ed ~, (51 amounta collected and paid out by
Tenant for any aalea !as Unpoaed by any dulY constituted aow:mmental authority provided such
tax is both added to the aeI1ing price lIS a separate and distinct amount in addition to the regular
price of Tenant's merchandise and paid to the lalIing authority by Tenant (but not by any 'l'endor
of Tenant), (6) the amount of any discount on aaIea to employe.., and (7) receipta from the
permitted pay tdephone and """dins machines referred to in Section 5.03(r). No value-added tax.
and no I'ro.nchillC or capital stock !as and no Income, JlI'088 receipta or similar tax bued upon .
income, profita or ~ receipts as such shaJI be deducted from GI'088 Sales,
SECTION 2.03, Percenta... Rent Ststements.
(a) No later than the thirtieth (30th) ~ after the end of each calendar month in the
term hereof, Tenant ahaII submit to Landlord an itemized and accurate written .tatement signed
by TenlUlt, ita duly authorized offJCCl' or dulY authorized representative, reflecting the fuU amount
of Oro8$ Sol.. made during the preceding calendar month, If the COQImenq:ment date hereof
ahaII not be the first day of a calendar month, the period between the commencement date and
the flt'8t day of the first run calendar month In the term and Tenant's Gross Sales during such
period 8haI1 be added to the first calendar month for both the purpose of the computation of
Percentage Rent and the purpose of reporting of G""", SaIca. .
(bl Not later than the date act forth in Section 2,OI(b) hereof, Tenant shall submit to
Landlord a complete written statement of Tenant'. Gro.. Sales for the preceding lease year in
such reasonable detail as requested by Landlord, certified by Tenant, its duly authorized offu:er or
representative. accompanied by a certified statement signed by Tenant'. regularly engaged
independent publlc accountant _ting that the Otoaa Soles reported by Tenant are in accord with
the amount thereof set forth on Tenant's regularly IlUlintained books and records.
Simultaneously with the dellvery of the statement referred to in the preceding sentence, Tenant
shall pay to Landlord the run unpaid balance of the Percentage Rent due and payable for such
lease year. if any, In the tMlnt Tenant is making estimated payments of Percentage Rent and
Tenant is not then in default hereunder or otherwise indebted to Landlord, any exC088 of
estimated Percentage Rent that Tenant may have paid for such lease year over the Percentage
Rent 8.Ctually due for such lease year shall bll refunded to Tenant within thirty (301 days;
provided, if such overpayment is for the last lease year. Landlord ahaII not be obligated to refund
to Tenant the amount of such OW:I'fl8ynlCnt until Tenant has ful\y performed aU of ita obligations
under the LeMe, is not indebted to Landlord and hu vacated the demised premises in
8.C<:ordance with the provioiol\8 o( this Lease. In the event Tenant is indebted to Landlord for any
reason whatsoever, Landlord ID83' deduct such amount owed from wch overpayment.
(e) The acceptance by Landlord of payments of Percentage Rent or reports thereof
shaU be without prejudice, and shall in no event conatltute a waiver of Landlord's rights to claim
a deficiency of such Pen:entage Rent or to audit Tenant'" books and records as ..t forth in
Section 3.01 hereof,
(dl Ie Tenant shall fail to deliver such _tement as required by Section 2,03(b),
within the period set forth therein and such failure shall continue for ten (10) daya after the date
of written notice of such fsilure from Landlord. Landlord shaU have the right therealler to employ
a certified public accountant to make ouch examination of Tenant's books and records as ID83' be
neces""'Y to certify the amount of Tenant's Groos Sales for oaUI1eaee year, the certification 80
made shall be binding upon Tenant and Tenant shall promptly pay to Landlord the cost of the
examination, together with the full balance of Pcrcentase Rent due and payable for said I....e
year. In addition, Landlord ID83' treat the CaUure to deliver such statements within ten (10) days
after the aforesaid notice as a Deliberate Event of Default.
,(el Tenanfs obligations under this Section 2.03 8haU survive the expiration or
earlier.termin:fltion of this Lease.
3
D:\Lecol\LeucIlodlca\CIlOWN Ml.STl:R LEASE BODY ADo
(B-17-">
SECTION 2,04. T!!ll!l!i. ,
(a) For the purposea of this SectIon 2,04, the word "_a" ahaJ1 include aU _a
attributable tQ improvementa now or he_fter made tQ the Shoppii1& Center or uny part thereof
or attributable to the "",sent or future in.!lllIation in the Shopping Center Or any part tliereof of
fixtures, IQ,aChinef)' or equipment, aU real estate taxca, --.menta. roll-back taxes or
a............enta, water and sewer renta and other governmental impoeition. and c:hMge. of eveIy
kind and nature what.oever, nonrecurring a. well aa recurring. epeclal or extraordinary a. well
as ordinaIy, forelleetl and unforeseen. and each and eoery ln8talhnent thereof. which shall or may
during the term of this Lease be levied, as_sed or impoaed. or become due and payable or
become liens upon, or arise in connection with the uae, occupancy or posee8aion ot, or any
intereat in. the Shopping Center or any part thereof, or any land, buildinp or other
improvemenUl therein and all CO.U1 and f..... incurred by Landlord in contelting and/or
negotiating I18id taxes, less all amounUl paid as tallea tl> Landlord by the oc:cupanta of any
"Separately Aa""aaed J>remiaes" (as defined in Section 2.04(dl hereol), The word "taxea" aha11 not
include any charge, .uch as water meter charge and sewer rent baaed thereon, which is
measured by the consumption by the actual user of the item or lI!lI'Yice for which the charge ia
made,
(h) For each "'ax Year" (al defined in Section 2,04(e) hereol) during the term of this
Lease, Tenant allall pay tQ Landlord as additional rent (hereinafter ca1Ied "'ax Rent"), the amount
obtained by multiplying the tQtal of all _. payable during such Tax Year by a fraction. the
numerator of which aha11 be the square feet of floor area of the demiaed premiaea and the
denominator of which aha11 be the square fect of all "leasable l100r area" (as defined in Section
2.04(d) hereol) in the Shopping Center computed as of each date Landlord has a right under
Section 2.04(cl to bill Tenant for an inatalhnent of Tax Rent. On account of Tax Rent, Tenant
ahall pay monthly, in advance, a. additional rent, together with each monthly inatallment of
Fixed Minimum Rent, without demand or ""totI. the amount set forth in Section 'I' of the
Indenture of Lease, Such BDlaunt may be BIljuated by Landlord at any time during the term
hereof to an amount equal to one-twelfth (1/12) of the Tax Rent payablo by Tomant for the
preceding Tax Year, If Tenant'a pe,yment on account of Tax Rent for any Tax Year ezceed. the
actual amount payable by Tenant a. Tax Rent for llI1ch Tax Year and Tenant Ia not in default
hereunder or otherwise indebted to Landlord. Landlord ahaJ1 a-edit such ClCCeIl8 to Tenant'a future
tax obligationa; provided. if such overpayment ia for the laat Tax Year, Landlord shan not be
obligated to refund to Tenant the amount of such overpayment until Tenant has fully performed
all of iUl obligationa under this Lease, is not indebted to Landlord and baa vacated the demiaed
premisea in accordance with the provisiona hereof, In the event Tenant is indebted to Landlord
for any reason whatBoever, Landlord may deduct such amount owed from ouch overpayment.
(e) Landlord ohall have the right to bill Tenant for Tax Rent during each Tax Year
after each receipt by l.e,I1dlord of a bill. _ament, leYy, notice of impoaition or other evidence of
.taxes due or payable all 01 which are hereinafter collectively referred to as .. "tax bill" (whether
such bill is a final bill, an estimate of annual tallea or represenUl .. tax bill based upon a final or
partial..............,t OT determination), Tenant shall pay the balance of illl Tax Rent ,within thirty
(30) days 01 receipt from Landlord of a written atatement aetting forth the taxca for which
Landlord baa received a tax bill, Tenant'.1lhare of taxea, and Tenant'. p&ymenta theretofore made
on account ofT"", Rent. In making the computation. .. afore88id, a tax bill or phot.ooopy thereof
submitted by Landlord. to Tenant ahall be conclusive evidence of the amount of the _. included
in the computation of the Tax Rent in question; provided. however, LandIori:l ahall have the right
to bill Tenant Cor Tenant'll, ahare of the Tax Rent for the lallt lease year in the term hereof whether
or not Landlord .hall theretofore have received a tax bill covering the period from the date of the
tax bill which fonned the basi. of the moat recent inataUment on account of Tax Rent billed to
Tenant to the expiration of the term hereol. U Landlord baa not received a tax bill for ouch
period, Landlord ahall eatimate the amount of such 1aat inatallment of Tax Rent on the basio of
information contained in the tax bill moat recently received by Landlord. subject to adjultment
when Landlord receive. a tax bill which includel the period from the date 01 .uch tax bill to the
expiration of the term hereof. Tenant shall pay such BIljuoted &mOUnt upon billing by Landlord,
(d) For the purposea of this Lease, the word. "Separately Aaaeaaed Premises" .ha11
mean only each of the following portions of the Shoppjng Center which are in fact separately
""""osed or for which the amount of taxI'. actually asseaaed is ....adiIy aacertainsble or which are
used in connection with the operation of a department store or portions of the Shopping Center
which are ~ed, leaaed to or otherwiac: occupied by a department .tore 'or portion I 01 the
~
D:lL<coN.oue BodIalCROWN MASTER LEASE BODY.""
(1L-17-99)
Shopping Center which are owned, leased to, or othcrwiac occupied by a variety Or specialty store.
For purposes of this 'Lease a 'variety or lpecialty etore' ia an occupent wbich leases or occupies
15.000 oquart feet or more of building 1\>ICe in the Shopping Center, For the purposes of thla
Lease the words 'leasable allOr area' ahall mean the oquore feet of floor area in cncloacd buildings
which art erected on portions of the Shopping Center other than Separately Asac88ed Pr=lscs
and which arc designed exclusively fur use and oceupency by tenanta other than occupants of
Separately Asseseed i'Rri1ises and which are open for buein... by such tenants.
(e) For the JlWlI08C of thla Lease the word, "Tex Year" ehall mean the twelve (12) full
calendar months of the term commencing with the Jon...". 1st immediately following the
commencement date and cndinll December 31 at of such calendar year end each succeeding
twelve (121 month period thereafter commencing in the term of this Lease; provided, however, the
first Tax Vcar shaJ1 coIllmenoe on the commencement date and terminate on the immediately
succeeding December 31st
(/) If for realOnsother than Tenant's derault the term oC thla Lease tcnninatcB on a
date other than the lut day of a Tex Y...... Tenant's Tax Rent ehall be equitablY pro.ratcd,
Nottrithstanding anything herein to the contrary. for the pIlI'poIIC of computing the Tex Rent due
for the lint Tax Year. all taxes (equitably pro-rated) payable during the ealcndar year in which the
first Till< Year shaJ1 fall ,hall be deemed pa,yable during the first Tax Year.
(g\ If. after Tenant shall have made the required MnUll payment of Tax Rent,
Landlord shaJ1 receive a refund of any portion of the taxes included in the COIIlputation of such
Tax Rent, provided Tenant ia not then in default hereunder, Landlord lhall credit to Tenant that
percentage of the net refund after deducting all costa and cxpcnaca (including. but not limited to,
attorneys'and appraiserl' feel) expended or incurred in obtaining such refund, which the portion
of the taxea in question paid by Tenant bears to the entire lDlOunt of such taxes immediately
prior to the refund, Tenant ehall not inatitute any prooecdinga with reapcct to the a_seed
valuation of the Shopping Center or any part thereof for the purpo8e of aecuring a tax reduction,
In the event the Landlord shall retain any consultant to negotiate the amount of l!IXCa, tax rate,
aeacsacd value and/or other faeton influencing the amount of taxea 8I1d/or inatitute any
adminiltrative and/or IcpI proceedings chaJIenging the tax rate, _.aed value or other Cacton
influencing the amount of _, whether or not such action I'C8Ulta in .. reduction in the amount
oC taxes, Tenant's Till< Rent shall include the portion of the qgregaIc of aU such reasonable feea,
reasonable attorneys' and appraiscrs' fees and all disbu"",mcnta, court costa and other similar
items paid or inCUITC<l by Landlord during the applicable Tax Year with respect. to such
proceedings which ia obtained by multiplying the ~gate of ouch suma by the fraction set forth
in Section 2,04(bl hereof.
(h) If at any time during the term of this Lease, under the laws oC ,my one or more
jurisdictions in which the Shopping Center is loc:ated. a tax. imposition; charge, ......ament,lcvy,
excise or licenae fee is levied on, imposed againlt or meallW'Cld, computed or determined. whether
as a substitute or not Cor the whole or any part of the _ now levied, asaeased or imposed on
real ...tate as "uch, or there ahall be levied, aaacaaed or impoacd (I) a tax on the rcnta received
from auch real e"tAte, or (2) a license fee measured by the J'CJ1ta receivable by Landlord from
Landlord'a Parcel or any portion thereof, or (3) a tax or Ucenae fee impoacd upon Landlord which
ia otherwise measurccl by or baaed in ..hole or part upon Landlord'a Parcel or any portion thereof,
or (4) an income or franchiee tax. then the same shsll be included in the computation oC taxes
hereunder, computed as if the amount of wch tax or fee 10 payable were that due if Landlord'a
Parcel were the only property of Landlord IUb,iect thereto. In addition to the Cores0in8, should
any governmental authority acting under any existing or future law, ordinance or regulation. Icvy,
as...... or impose a tax, cxciae md/or _sament upon or &pinat thla Lease, the execution
hereof and/or the Minimum Rent, or any item of additional rent payable by Tenant to Landlord
whether by way or wbatitution for or in addition to my existing tax or otherwise, and whether or
not evidenced by documcntaly stamps Or the like, Tenant lhaII be n!sponsible for and shall pay
such tax, cxciae and/or asacsament, or ahaU reimburse Landlord for the amount then!o!, aa the
case IIl.8Y" be. _
(i) Tenant's obligations under this Section 2,04 shall aurvive the expiration 'or earlier
termination of the term of thia Lease.
Ol In the event of my dispute as to the floor area in the Shopping Center or any
portion thereof (other than the leased premises which shsll be determined by the provisiona of the
Indenture on_seJ. the determination of Landlord's architect shall be binding upon the partie..
S
D:\L<pI'Lto.. _..\CROWN MASTER LEASE !lODY.....
(I1-1M9)
SECTION 2,05. AddltioD81 Rent.
All luml o( money or charael required lD be paid by Tenant under this Leaee, whether or
not the eame are deeignated "additioD81 rent", lhall Cor all purpoeee hereunder be deemed and
shall be paid by Tenant.. rent. If wch amounta or c:harse.e are not paid at the time provided in
this Leaee, they ehaIl neYCrthelesl, if not paid when due. be collectlble as rent with the next
installment of Fixed Minimum Rent thereallcr falling due hereunder and shall bear interelt from
the due date thereof to the date of payment at the higheat rate allowed by law.
ARTK:LB m
BOOKS OF ACCOUIIT Alm AUDIT
SECTION 3,01. Tenant'1 R......I:'ds,
(s) Tenant covenants and agrees that the bueme. of Tenant and of any lubtenant,
licensee or conc:eaaionsire upon the clem;....! premieee ehaIl be operateci 80 that a duplicate dated
aales slip, dated invoice or dated cash repeter receipt. aerially numbered, ahaII be iNued with
each sale or transaction, whether (or cuh, credit or ezchaDge, and to tec<m1 all caah lales'Tenant
lhall utilizc. or cause lD be utilized, caeh registers equipped with eealed continuous total or such
other devices (or controlling ealel as L8ndlord ehaIl approve. Furthermore, Tenant ehaIl keep at
all timea during the tern> hereof. at the demised premiaee or at the general office of Tenant, full,
complete and accurate books of account and records in accordance with s.eoepted accounting
practices with respect to all operations of the bueinesll lD be conducted in or from the demised
premises including,. without limitation, the recording of Oro.. Sale& and the receipt of all
merchandise into and the delivery of all merchandise from the dcmleed premises during the term
hereof and shall retain such bookl and recordl, copiel of all tax reports au bmitted lD the
appropriate taxiDg,authoriliea. as _II as copies of con_, voucher8, checka. inventory records,
dated caeh .....ter tapee and other documents and papers in any way relating lD ti!e operation of
wch buainesa (all of which are hereinafter collectively referred to sa 'books and records'), for at
least three (3) years from the end of the lease year to which they are applicable. or, if an audit is
commenced or if a contn>versy should arise between the partie. hereto reprding the rent pa,ysble
hereunder, until such audit or cont:roversy is terminated even though such retention period may
be after the expiration of the term of, or earlier termination of. this Lease. Such books and
records shall at all reasonable times during the aforesaid retention period be open to the
inlpecti.on of Landlord or ita duly authoriscd I'OpreMntatives. who ahall have full and free access
lD such books and recordl, the right to audit such books and record. and the right lD require of
Tenant, itl agenta and emp1oyeea, such information or explanation with respect to luch books
and records a. may be,necesaary for a proper emmination and/or audit thereof,
(b) In the event Tenant violalea the provisionl of Section 3,01 (s) and a8 a result of
such violation, Landlord, or its duly authorized repre....tative, is unable to conduct a, proper
examination and/or audit, the parties qree that Landlord shall have been deprived of an
important right under this Leaee and, as a result thereof. will suffer dlUIlll&C8 in an amount which
is not readily ascertainable and thus, in such event, Landlord, in addition to and not In lieu of
any other ....medie. whic;h LaDdIord has under thil Lease, at law or in equity, shall have the right,
at its option, to collect, as Hquidated damages and' not al a peD81ty, an lUJ10unt equal to twenty
percent (20%) of the greater of (a) Pen:entaF Rent reported for the period or periods in queation,
Or (b) the annual Fixed Minimum Rent JNIYllble for the period or periods in question.
SECTION 3,02. ~,
If the examination and/or audit referred lD In Section 3.01 shall disclose that Tenant has
undenttat<ld its GroN SaIes by one percent (1%) or more for the period being exantined. Tenant
ehall pay to Landlord, upon demand, the cost of such examination and/or audit in addition to the
def'lCiency in Percentage ~nt which shall be payable in any event. In addition. Landlord may
treat the Watence of such liability as a Deliberate Event of Default.
\
. 6
D:\LcpN.ea.. _oICROWN MASJ'EIl LEASE BODY.doc
(11-17-99)
,
ARTICLB IV
COIfllTR1JCTfOIl' OJ' UUBD I'D.......'"
SECTION 4.01. Conlltruction bv '.andlt\M.
Landlord, at ita Clll8t and expense, lIhalI _Inlet the demioed premi8ea incorporating in
such conslnlction all item of work desc:rlbed as Landlord's Work in Exhibit "A" attached hereto
and ~e e. pe.rt heTeof (all such'itemlI are hereinalter collecti...ly referred to as "Landlord's
Work"), Landlord Bhall ha... the elrdusive right to delermine the srchitecture.1 design and the
structure.!, meche.nice.1 and other standard dete.ils and' specifications of Landlord's Work,
including, but not limited to, the type of materiaJs and the manufacturer and supplier thereof,
SECl'10N 4.02, Tenant's Imnrovementa and Fixtures,
(al Within. thir1;y (301 da;ys after Landlord's architect provides Tenant with Outline
. Plans fur the demised premiees, Tenant lIhalI fUrnish to Landlord, for Landlord's approval,
complete working d....wings and *PCCif1C8.tions, pursuant to Exhibit "A",
(bl Within ten (10) de.ys e.fter the notice of approval of Tenant's complete working
drawings and llpecifications by Landlord's architect, Tenant shall, e.Uta sole cost and expense,
subject to lIDY provisiona for reimbursement set forth in the Indenture, commence e.nd thereafter
promptly complete 011 the work and other requirements imposed upon Tenant in Exhibit 'A", (all
such items being herein refeJTed to 8lI "I'enant's Work"). In the event Landlord. on Tcnanh
beholf, shall perfonn any work or install any equipment included in Tenant's Work, Tenant,
within fifteen (15' de.ys e.fter receipt of a bill therefor, shall pay to Landlord. as addltione.1 rent, a
sum equal to all sums pe.id and costs incurred by Landlord in performing such work and! or
installing such equipment plus administrativc costs of Landlord in a sum equaJ to twenty perc:ent
(20%) of such sum and!or costs, Notwithstanding anything contained in this Secti,on 4,02 to the
contrary, Landlord ahall not be responsible or liable to Tenant, its agents, servants, employees,
licensees, or contrai:tolll, or their respective qenta, se......ts, employees, licensees or Controctolll,
for any loas or damage to the property of such party occulTing prim' to or subsequent to the
commencement of the term. Nothing in this Lease Bhall be construed lIS in any way constituting
a consent or request by Landlord, expreosed or implied, by inference or otherwise, to any
contractor, subcontrac:tDr, laborer, or materialman for the performe.nce of any labor or the
furnishing of any materieJs fur any specific or general improvement, alteration, or repair of or to
the demi8ed premises or to any bul1dings or improvements thereon, or to any part thereof,
SECl'10N 4.03, Financina ,
Landlord reoerves the right to ..,..". the ownerahip of or title. to the various oec:tion." of the
Shopping Center and! or to place mortjplges on oe.id oections, in which case the right of Tenant
e.nd other tenants in the Shopping Center will be preserved by e. written declaration <1t agreement,
to be eJ<eCUted by Landlord and duly recon:led, creating mutuol, reciprocal and interdependent
rights to use the parking and other common areas and the utilities and facilities needed for the
ruD UIIe and et\ioyment of the demised premises by Tenant and other tenants or occupants in the
Shopping Center without impairing any of the duties and obliptions of Landlord to Tenant under
this Lease, Tenant shaII eecute from time to time such inslnlments rellllOnably required by
Landlorcland its mortgap to elI'ectuate the provisions ofthio Section 4.03,
SECTION 4.04. "Excu&e of Performance.
Nolwith.umding anything in this Lealie to the contraJy, il Tenant ohaIl be delayed or
hindered in or prevented from perfonnance of any act required hereunder by reason of any strike,
lockout, labor dispute, civil commotion, warlike operation, invasion, rc.be1lion, hOlltilitieS, mi1itsIy
or usurped power, sabotase, ~mmenta1 regulations or control.. failure of power, inability to
obte.in any material or scrvi<:e, Act of God or other reasons of a like nature not related to the fault
of Tenant, then performance of such e.ct by Tenant ohaIl be excused for the period of the delay
and the period for the performance of any such act by Tenant lIhalI be extended for a period
equivalent to the period of such delay; provided, however, the foregoing provision of this Section
4.04 ahall not excuse Tenant from the prompt payment of Fixed Minimum Rent, Percentage Rent,
Tax Rent, additionol rent or any other payments required by the term of this Lease.
Notwithstanding anything in this Lease to the contraJy, LandIotd shall not bedcemed in default
7
D:\LepI\IM.. BodialCROWN MASTER LEASE lIODY.doc
(lI-tM')
with respect to the performance of any of the term., covenants and conditions of thio Leosc if
Landlord's failure to perform suck tenno, ClMlnanta and conditioll8 is due to any strike, Ioclwut,
labor diepute, civil commotion, warlike operation, invasion, rebellion, hostilities, military or
usurped power, ...botqe, aovemmental regul&tiOl\8 or controls, failure of power, inability to
obtain any material, service or finaneing, Act of God, fire or other casualty or other cause,
whether aImilar or dioaimilar to thooe enumeratee! in this Section, which is beyond the reasonable
control of Landlord.
ARTICLE V .
CoIIDUCT OF IIU8JIO:88
SECTION 5,01. Uoe of Premise..
(aJ Except.. otherwiae speciflC8lly provided herein, commeneing on the
commencement date and thereafter for the balanCe of the tenn tit tlus Leaoe, Tenant shall
continuously occupy and use the deml8ed p:emiaea 8OJel:y Cor conducting the buaineao 8J""'ilied
in the Indenture of Leosc a. the permitted uoe, and will not U8e or permit or sull'er the use of the
demillCd premioe. Cor any other buaine.. or purpoae, In addition, Tenant agreea that Tenant
shall not operate or cause or permit to be operatee! any catalogue, mail, or telephone order sale.
in or from the demi8Cd premiseo except the incidental 8ale of merchandiae which Tenant is
permitted to sen over the counter to cu8lomera in the demised p:emises pursuant to the
permitted use set forth in the Indenture of Lease, The authorization of the use of the pranioes for
the buainC8S purpoaea act forth in the Indenture of Lease doeo not con8litutea rep",aentation or
warranty by Landlord that ony particular use of the premiocs i. now or will continue to be
permitted under applicable 1&_ or regulatiOl\8, ,
(b) Tenant shall not permit, alIDw or cauoc any of the foJIowing to be conducted, in
the demised p:emi....: any public or private auction, or any 8ale which would indicate to the
public that Tenant is bankrupt, is going out of businC88, or hu Ioat ita lease, Tenant shall not
use or permit any use of the demiocd premises, except in .. matUler consistent with the general
high standards of merchandising in the Shoppins Center, nor shall Tenant's advertising indicate
or infer that Tenont ia operating Ita buoineu in a ma.nner which is not conoiatent with the general
high standards of men:handising in the Shopping Center. Nothing contained in thi. Section
5.01(b) shan all'ect or is intended to alIect Tenon!:s pricing policies.
leI Becauoe the adequacy of the rental hereunder is dependent upon Tenant's Groos
Sale. whether or not Percentage Rent is paysble hereunder, Tenant agreea that commencing with
the commencement date ond thereafter throughout the term of this Leaoe, Tenont will
continuously, actively and diligently operate or ca\t8e the permitted buaineaa to be opemtee! in
good faith and in liD efficient, buaineaolike and respectable manner, maintaining in the demillCd
premi.... a full stall of employees and a full stock of 8e8.sonable merchandise of the quali1y, kind,
type and breadth which Tenant usually aeIIa, and employing Tenant'. beat continual elTorts and
abilities to the end that the maximum 01'088 Selea which can reasonably be produced from the
demised premioes shall be produced, Tenant shall not UIIe or permit any use of the demised
premises, or any part thereof, in a manner which in LandIllrd's opinion would injure the
reputation of the Shopping Center or the neighborhood of which it is.. part. ,
(d) Throughout tl:te term of this Lease, Tenant shall caUIe ita store to remain open
from 10:00 A.M, until at les.t 9:30 P,M. each day of the week and those hOUn!l on Sundays and
holidays during which the enclollCd mall i. open to the public. Tenant agree. that the hours
during which Tenant is oblipted to operate may be ckanged by Landlord from time to time,
provided that Landlord will not act in s discriminatory manner,
(el Tenant shall operate and/or advertise the buain_ operated at or from the
demised premises only under the name set forth in the first page of the Indenture of Lease,
unless and until the use of another name Is permittee!, in writing, by Landlord,
SECTION 5.02, Stora.... .
Tenant shall warehOUlle, store and/or stock in the 1eallild premises only such good.,
ware. and merchandise a. Tenant is permitted and intends to offer for &ale at retail in, at or from
the leallCd premises. Thi. shall not preclude occasional emergency transfen!l of merchandise to
other store. ofTenent, if any, not located within the Shopping Center.
&
D;\LcpN.eo.. Budla\C\lOWN MMTEIl LEASE JIODY,...
(11-17-99)
SECTION 5,03. Additional UIle of the Premise... ,
Tenant covenanta and agrees that Tenant at ita own COlt and expense:
Is.! Will keep all exterior and interior store front .wrfacea clean and will maintain the
relt of the demised premisel and all corridOlll and loading areas immediately adjoining the
demised premisel in a cleatl, orderly ll1\d sanilaly condition sncI free of insects, rodents. vermin
and other pelta;
(hI WiD not permit accumu,latlonl of any refulle, but will remove the same daily and
keep luch retulle in odor-proof. rat-proof containers within the interior of the demised premises
shielded from the view of the general public until ~ and will not bum any refuse
whataoever but will cause all IUch refuse to be removed by such person or companies, including
Landlord, as may be designated in writing by Landlord and will pay all chs.rgea therefor: will
lecure all wet garbqe in heavy-duty tralh bqs; and will make apecW ammgementa Cor the
dilpoaalof any fats. oils, greasea and/or batter. If Tenant shall fail tn re_ all auch refuse. or
should fail tn mskc lpeciaI arrangementa for the disposal of any fata, oils, greasel and/or batter.
Landlord IIll\Y I'C11lOYe or dispose of the ......e sncI Tenant shall pay tn Landlord all euma and coata
incurred by Landlord in pcrfonning such removal or disposal plus administrative coata of the
Landlord in a sum equal to twenty pcroent (20%) of such .ums and/or coatI as additional rent; ,
(c) Will replace promptly with g1a88 of like kind and quality any plate g1a.. or
window g1as. of the demised premisea which IIll\Y become cracked or broken;
Id) Will not. without the Landlord'l prior written consent, place or maintain any
merchandise or other articlee in any veatibu1e or entry of the demised premise. or within two (2)
feet of any entrance from the demised promisee to the enclosed'maII. on the footwa1k8 adjacent
thereto or elsewhere on the e:xterlor thereof;
(e) Will not Ulle or permIt the use of any apparatus, or BOund reproduction or
transmiallion, or any musical instrument, in such manner that the sound so reproduced,
transmitted or produced shall be audible beyond the conlines of the premi.... and will not use
any other advertising mediUm, including without limitation flashing Ilgbta. or search lights which
may be hean! or experienced outside of the \eased proml_;
It) Will keep all mechanical apparatus free of vibration and noise which may be
tranemitted beyond the confinea of the dellli8ed premiaea;
(g) Will not cau.. or permit objectionable odOR to emanate or be dilpelled from the
demised premi_;
(hI Will not solicit business, distribute handbills or other advertising matter or hold
demonstrations in the pIlrking areas or other Common Areal;
PI Will not permit the parking of delivery vehicles 10 as to interfere with the use of
any driveway, walk, parking area, or other Common An:al in the Shopping Center;
Ol Will comply with aU notices, orders, laws and ordinances, including aU
environmental laws and laws relating to wa.tel and hazardous materials and any environmental
state, county or local laws or regulations, the Comprehensive Environmental Response.
Compensation and Liability Act of 1980 and the Resouroe Conaervation and Recovery Act of
1976, as amended from time to time, with any preapprovala, if required. to be granted by the
respective govemm~ntal agency. and aU recommendations of the Asaoclation or Fire Vnderwrit.eIll,
Factnry Mutusllnaurance Companies. the Insurance Services Orpnlsation, or other similar body
establishing ltandardS for lite insurance ....tings with respect tn the UIC or occupancy'of the
premises by Tenant, and will participate in periodic fire brigade instruction and dri1Ia at the
request of Landlord and will supply. maintaiit, repair and replace for the demised premises any
fire extinguishers or other lite prevention equipment {including installation of approved hoods
and ductll if cooking activity ia conducted on the premises) required by the afQrementioned rules,
regulations and Asooc:iatlon or other bod;y in order to obtain lnllW1lDce at the lowest available
premium Illte throughout the term of this. ~; and will not __ in the treatment of any
waste, except as permitted or required by law and eubject tn the consent of the Landlord and the
issuance of all appropriate licenses and permits and compliance with all laws and regulation,
relating to BUch treatment;
(k) Will not receive or ship artiC1e1 of any kind exccpt through the facilities provided
for that purpose by Landlord and will not permit any deliveJl' of goods. supplies, merchandise. or
fIXtures to or from the leased premises to be made through any of the enclosed malla unle.. the
leased premises have no entrance other- than on such a mall, in which latter case Tenant shall
use its beat efforts to schedule such deliveriel outside Shopping Center business hours, except
with Landlord's approval in emeigency situations:
9
D:IL<pN.aae IlodIalCROWN MASTER Ll!ASE BODy.....
(1l-1"'9)
(I) Will light the .how window. of the demieed prenililes and exterior .igns each day
of the year to the extent which ehall be required by Landlord but in no event later then one hour
after the ~ of the Center;
(m) For any exterior entrance or eervice door excIueively eeMng the demised
premillea, will keep all outside areaa immediately acljoining the eame including. but not limited to,
sidewa\1ca and loading cIoeks free from k:e' and IInOW and Tenant hereby agrees that Tenant is
oolely liable for any ll<lCidenbl occurring on eaid outoide areas due or alleged to be due to any
accumulation of ice and &noW;
(n) Will rerer to the name or the Shopping Center in all adverti.ing done to promote
sales at the demieed premi...;
(0) Will, if required by Landlord, in&taIl, inspecl. and maintain IDtration device8,
including, without limitation, gre&ee trape, oil spUttenl and/or acid neutra1J%ere, in and on
Tenant'. """'8Il" Un", prior to any diec!tarsIe of water or _ from the demieed premi"". into
Landlord's oewer Une., In the event that Tenant ehaJl falJ to inatall. in.pect or maintain the
aroreeaid IDtration device.. LaDd10rd may Wldertakc euch inlltalla.tion. inspection and/or
maintenance and Tenant ehall pq to Landlord all au.... and"""te incurred by Landlord in
performing such in.taIlalion, in.pection and/or mainten.enc:e plue administratiw eoeta of the
Landlord in a eum equaJ to twenty ~t 120%) of auch sum and/or <:oats as additional rent.
(PI WiD not u"" the plumbing facilities for any other putpolIe than that for which
they are con.tructed and win not permit any foreign aub.tance of any kind to be thrown therein
and the expenee of repairing any breaJcaae, .toppqe, seepage or damage, whether occuninll on
or off the premi.... re8111tini from a violation of this provieion by Tenant or Tenant'. employee.,
agent. or inviteea ehaJl be borne by Tenant. All gre&ee tra"" and other plumbing traps ahan be
kept clean and operable by Tenant at Tenant's own cost and ezpenae;
(q) Will not permit any shoppintl carta in the Common Areas even if taken there by
customers;
(t) Will not place or cauee or pennit to be placed within the demieedpremi8ea, pay
telephones, vending machinea (except those for the exclusive use of Tenant'. employees) or
amusement devices of any kind without the prior written COIleenl of Landlord;
SECTION 5,04, Rulea .nd Retrulation..
lal Landlnrd reee~ the right from time to time to adopt and promulgate rules and
regulations appUcable to the demi.aed premises and the Shopping Center and to amend and
euppJement wch rules and reaulatio.... Notice of wch ruIee and regulations and of any
amendment and aupp!emcnt. thereto ehaJl be given to Tenant and Tenant agrees thereupon to
comply with and observe all such rules and reaulationa, proorided that, to the extent practicable,
the same ehaII be sppUed unifonnly to sub.tantiaJly all non-department store retail tenants of the
Sboppinll Center.
(h) Landlord's riahts and remedies in the event Tenant shall fail to comply with and
observe wch rule. and regulations shaD be the lIlIIIIe II. though auch rules and regulations were
eet forth in Section 5,03 of this Lease.
~VJ
GRAIIT OP COXCB88lOllB
SECTION 6.01. Conditinn. to Grant.
The provision against subletting elsewhere contained in !hi. Lease shall be' applicable 80
Il8 to prohibit Tenant from llJ8nt\ng conceaeions without the coneent of Landlord for the operation
of one or more depar1ments of the buaine.. of Tenant, and any llJ8nl of concessions consented to
by Landlord ahaJ1 be aubjoet to the conditions that Is) each auch concession which may be
granted by Tenant ehaII be subject to all the tenus and provision. of this Lease; (hI the Gro..
Sales from the operation of each lIUclt concession ehaJl be deemed to be s part of the Oross Salea
of Tenant for the purpose of determining the Percentage Rent payable to Landlord; (e) aD of the
provisions hereunder applying to the bueineea of Tenant including, but not limited to, the
provisions of Articles II and III shall apply to each auch conceealon; (dl unlees otherwiae approved
in writinll by Landlord, .uch department or departments ehaJI be operated only aa,part of the
busines. operation ll"I1eraJ1y conducted by Tenanl on the demised premisea and under' the
advertised name of Tenant; and (e) at least &eVenly-five p....cent (75%1 of the sales floor area of the
10
D:lI401lLoO.. BodI"ICROWN MASTER LEASE BODY,do<
(11-11-99>
leased premises ahaII at all times be operated directly by Tenant.
ARTlCLlt VB
CO-OX ARBA8
SECTION 7.01. Definition: Control.
All areas, space, faci1ities, equipment, IlIId alans, to the extent made available by
Landlord for the common and joint use IlI1d benefit Qf Landlord, Tenant IlIId other tenants and
occupants of the Shopping Center, and their respective employeea. agents, subtenants,
concell8ionalnoe, Iicenoeea, customera and other invitees, are collectively referred to berein as
"Common Area". If and to the,extent made available by LandlDrd. Common Areas shall include,
but not be limited to, the sidewalb, parking ......., accelS roads and drives, drivewaya. parking
decks, bridges, landscaped are&8, truck serviceways. tunnels. loading docks. open IlIId enclosed
pedestrian walkwaya, canidora IlIId malia, courlll, staira, ramps; .......tora. elJCalatora, comfort
and f1l'8t aid IIlati9n.. public waohrooma,communlty hall 01" auditorium. parcel piclc,up stations
and utility lines, All Common Area. in or about the Shopping Center ahan be. subject to the
, 'exclusive control of Landlord, Landlord shall operate, 1l18JIa&l', equip, clean, light, surface and
maintain the Common Areas all in such manner as Landlord, in ita sole dillCl'etion. may, from
time to time, determine (including, without limitation, the right to keep the enclosed mall open
only during the hours when the Shoppina Center i. open for busineaal and landlord ahaIl have
the sole right IlIId excluoiYe llUthorit;y to employ and cli8c:harge all penIOnnel with relpect thereto.
Landlord hereby expreul,y re_1 the right from lime to time to conalnlct, maintain and operate
lighting IlIId other faci1ities. equipment and eigns on all of the Common Areas; to clean the
Common Area$; to Ulle and allow others to use the Common Areas for any purpose; to change the
size, area, leoeI. location and smmgement of the Common Area$; to build multi-stoJY and/or
lubteITUle&n parldng facilities; to regulate parking by tenants IlIId other occupants of the
Shopping Center and, their respective employ<:e8, agenta, subtenants. concessionaires and
licensees; to enforce parking charges (by operation of metera, or otherwise' with appropriate
provisions for parking ticket validation for tenants; to cIoee temporarily all or any portion of the
Common Areas for the purpose of making repairs, chanJlC8 or alterations thereto or peri'onning
necessary maintenance in connection with any emergcncy, in connection with closings resulting
from adverae weather conditions 01" for any other purpose whatsoever, whether such purpose is
similar or diseimiJar to the foregoing; to discourage noncustomer parking; to establish. modify
and enforce reasonable rules and regulations with respect to the Conunon Areas IlIId the use to
be made thereof. For the tenn of this Lease Tenant is hereby given the license in common with all
othera to whom Larnllord has or IIU\Y hereafter grant rights to use, the Common Areu as they
may from time to time exilot; provided, however, that if such license shall at any time be revoked.
in whole or in put, or the lIille, area, level, location or arrangement of ouch Common A7eol. or the
type of facilities at any lime forming a part thereof be chanced. altered. rearranged or diminished,
Landlord .haII not be oubject to any liability therefor, nor ahall Tenant be entitled to any
compensation or ditnlnutlon or abatement of rent therefor, nor ahaIl such alteration,
rearrangement, revocation, change or diminution of such Common Areas be d-.:l a
constructive or actual eviction or otherwise be grounds for terminating or lIIOdlJying this Lease,
In order to establish that the Shopping Center or any portion thereof is and will continue to
remain private property IlIId to prevent a dedication thereof or the accrual of any rightll to any
person or to the public thereon, landlord hereby- reserves the unrestricted riBht, in Landlord's'
sole discretion, to close all or any portion of the Common Areas to such extent as, in the opinion
of the Landlord's counsel, may be legally suffICient to p~t such dedication thereof or accrual
of any rights to any person or the public thereon; proYided, howeYer. Landlord reaervea the right
at any time and from time to time to dedicate to public use part or all of the ring roads. access
road, IlIId drives IlIId utility linel, together with an easements required to effectuate such
dedications, as it may see fit.
SECTION 7.02. ParkinG" ~~;tjtie8.
Tenant .hall caule it and its employees to park only in the outer areas of the parking lOt
or such pia""" as provided and designated from time to time by Landlord for employee parking.
Within ten (101 days sfter a request by Landlord. Tenant shall deliver to Landlord a Hst of
Tenant's and ita employees' automobiles. whICh sucb, list ehall set forth the descriptiOn of and the
II
D:\Lca:1lIILeue BodIeolCllOWN MASTER LEASE BODf.....
(11-17-")
license numbers assigned to such automobiles and their state of issue. Theresllcr, Tenant shall
advise Landlord of any chansea, additions or deletions in such list If any automobile appearing
on eaid list ill parked in any _ of the Shopping, Center other than the area deBignaled by
Landlord at a~ time after Landlord has given notice to Tenant or Tenant's store manaser that the
same automobile has previously '-" parked in vielation of this pnwlslon, then Tenant shall pay
to Landlord the sum of TwenW-Flve Dollars ($25,00) per day for each such automobile for each
day (or pert the=1l it is parked In violation of this provision. Tenant shall pay such sum to
Landlord within ten (10) days after receipt of notice from Landlord, In addition to the foregoing,
Tenant hereby authorizes Landlord in wch event to rem<>'oIe from the Shopping Center any of
Tenant's automobiles, or automobiles belonging to Tenant's employees, and/or to attach violation
stickers or notices to such automobilea, and Tenant hereby waivea and releases Landlord and
hereby indemnifies and holds Landlord harmless from an claims, llabilitiea, costs and expenses
which may arise therefrom, - ,
SECl10N 7.03. Roof. Walls. Chanea and AtMitinn. to ('~ter~
(a) Landlord hereby reaem:s the exclusive right at any time' and from time to time to
use all or any part of the roof and exterior walla of the demlaed premioea for any purpose; to =t
scaffolds, protective bturiera or other aids to construction on, around and about the exterior of
the demised premise.. provided that acce.. to the demlaed ~ shall not be substantially
denied; to enter the demlaed premises to'shore the foundations and/or walla thereof and/or to
install, maintain, use, repair, inspect lIl1d replace pipes, ducts, conduits and wires leading
ilirough or located adjacent to the demiaed premises and serving other parta of the Shopping
Center in locations which do not materially Interfere with Tenant's use thereof. Tenant further
agrees that Landlord ID8,)' make any use, it desires of the aide or rear walla or ceiling apace of the
demlaed prcmiacs, provided that there shall be no etIcroachlDeDt upon the interior of the demised
premises. Landlord's right he=mder may be exercIaed by Landlord's designees,
(b) Landlord hereby re_ the risht at any lime'to make alterations or addltions
to, and to build additional atorlea on, and to build a<ljoining to, the building in which the demised
premises arc contained, and Tenant shall have lio intercat of any kind wha_ In the eaid
additions or additional stores or a<ljoining buildinga, Landlotd alao rcactVes the right to enlarge
the area of the Shopping Center by sddlng additional ground therelO from lime to time and,
whether or not SO enlarged, to construct other buildings or improvements in the Shopping Center
at any time and from lime to time and lO make alterations thereto or additions thereto and to
build additional stmies on such building or buiIdinga and to build at\joining the same and to
construct double-deck elevated or subterranean parking facilities,
(c) If any excavation shall be made or authorized to be made upon land a<ljacent to
the Ieaaed premise.. Tenant ahall afford to the person causing or authorized to cauae such
excavation license to enter upon the lesaed premiae$ for the purpose of doing such work aa
Landlord shaD deem nece8ll8lY to preserve the wall or the builcling of which the leased premises
form a pert from injury or dlUllS&" and to support the oame by proper foundationa, without any
claim for damages or indemnification qalnat Landlord or diminution or sbltlement of rent.
(d) , Landlotd ahall not be Iisble in any such case for any inconvenience, diaturbance,
loss of buainess or any other annoyance arising from the cxcreise of any or all of the rights of
Landlord in this Section 7.03,
SECTION 7.04,. RJlht to Relocate.
The purpose of the plan hereto annexed ... Exhibit "B" is 801cb' to show the apprwtimate
location of the demlsocl premises. Landlord hereby reserves the right at any time and from time
to lime to make changes or revision in such plan, including, but not limited to, additions to,
subtractions from, and/or relocations or rearrangements of, the buildinga, parking areas, and
other Common Areas (as defined in Section 7.01 hereof) shown on such plan; provided only that
the size and location of the demised premlaea ahall not be altered and reasonable acecllll thereto
shall not be SUbstantially impaired; provided, however, that Landlord reserves the right to
relocate a kiosk premiaea, at its sole expense, to a location of equal desirabiliW upon fifteen (15)
days' notice to Tenant
SECTION 7.05. Exoensea.
Landlord ,subject to the Common Area Payment a. set forth in Section 7,06) win at its
expense operate and maintain or cause to be operated and maintained the Common Area. and
12
D:\L<caN.e.., BoditJICROWN MASRR LEASE BODV,doc:
(1l.t1-99)
'.
the Shopping Center. For the purpooea or thili Lc...... 'Operating Costa' &hall be those costa of
operating and maintaining. or or causing the operation and maintenance of, the COmmon Areas
and the Shopping Center of which the demieed premiee..' forma e. part in e. manner deemed by
Landlord to be reuonab1e and appropriate including, but not limited to, all cofill and expen.....
whether expended oc incurred of repeiring, lightin& cleaning, painting, refurbishing. feplacing
IUld maintaining (including, but not limited to, preventive maintenancel and inlmring the same
with such policies and companle8 and in ouch Iimita as oe1ccted by Landlord (~g, but not
limited to. fire insurance with extended coverage. Iiabilil;Y insurance covering personal injury,
deaths and properlY dam8ae with a penoonaJ i!\iwy endorsement covering faIae arrest, detention
or impriBonment. malici0U8 prosecution, libel and slander. and wrongful entry or eviction.
workrnaJ!'s compensation insurance. plate gIaas insurance. contractual liability insurance and
fKlelity bond..,; removing anow. ice. rubblllh and debris; inspecting; rental and depreciation (over
.. period not ~ llixty (60) months) or machinery and equipment and other non real estate
a&seta ulled in the operation and maintenance of the Shopping Center; repairing and/or
replacing of paving, roofing, curb.. waIkwa,ys. land_ping. drain.... on-site water line... sanitary
aewer lines. storm water Iin.... electrical1lnee and other equipment eerving the propert,y on which
Shopping Center or any part thereof is constructed or is to be constructed; heating, ventilating
and air conditioning enclolled Common Areas; unilonna and replacement of uniforms; the rental
of music program... services and loudspeaker syeteIII8 including the fumillhing or electricity
therefor; all chargee that lOllY result from any environmental or other Iawa. rules, regulations,
guidelines or order.; the cost of obtaining and operating public transportation or lIhuttle bus
syatems ulled in connection with bringing custamen to the Shopping Center; the gttlsa
compensation of all peraonneJ required or neceosary to implement the operation. maintenance,
administration. or repair of the Shopping Center including, without limitation, ltIlUI&gel11ent.
secretarial, ollice. maintenance peraonnel. the cost of compenaating Landlord'.. off-site personnel
involved in the administration or. and providing eervice8 to. the Shopping Center. including,
without limitat!on. legal, accounting and secretariaI personnel, balled upon an apportionment of
such compensation among all propertie.. in which Landlord or ita afIiIiatesown an equi1;Y interest
and to supervise and a=mp1ish the foregoing and an administrative charge equal to fifteen
percent (15%' or the total of all Operating Costa,
SEC110N 7,06. Comman Area PIovmenL
(al For each 'Accounting Period' (as de1ined in Section 7,06(1)1 during the term of
this Leaae. Tenant shall pa;y to Landlord, as additional rent, all Tenant's share of the Operating
Costs, a sum equal to the product obtained by multiplying (i) the total Operating Costs for such
Accounting Period leas all contributions thereto actually made to Landlord by occupants of any
Separately Aase8aecl Prcmiaea by [Ii) a fraction. the numerator of whlch IIhall be the IKjIlal'<: feet of
Roor area. of the demieed premiees. and the denominator or which IIhalI be the square feet of
~ floor aiee. in the Shopping Center, For the purposea of thia Section. leaaed Roor area shall
mean the square feet of floor area in encloaed. buildinga' which are erected on portiona or the
Shopping Center other !ban Separately Auealled Premises as def1lled in Section 2,04(dl. which
are desisned ezclusively for Use and occupancy by tenants other !ban occupants of Separately
Asaeaaed Premille.. and which are occupied purwant to an asreement with Landlord by the terms
of which Landlord obtain. more than a nominal rental. All such floor area IIhalI be Il8 determined
pursuant to the provisions of Section 2.041il and lIhall be fixed .. of the laat dlI,Y of the applicable
Accounting Period. '
(hI On the fuat day of each calendsr month during that portion or the term henoof
falling within the first Accounting Period, Tenant shaI1 pay to Landlord, in advance. and ..
additional rent, without demand and without any setoff or deduction. a min;mJUl> payment for
Tenant's lIhare of the Operating Costa as set forth in Section 'F" of the Indenture of LcIlllC, If the
commencement date hereof IIhalI not be the first day of a calendar month. Tenant'. payment of its
share of Operating Costa for the fractional month between the commencement date and the firat
day of the flTst fun calendar month in the term shall be prorated on a per diem basis (ca1cu1ated
on a thirty (30) do,y month) and shall be paid together with the tlI'8t payment of Fixed Minimum
RenL
Ie) After the first A=unting Period. Tenant &hall continue to pay such minimum
payments for Tenant's share of Operating Costa' on the lirat day of each month In advance and aa
additional rent, without demand and without any setoff or deduction, but the aforesaid amount of
Tenant's share of Operating Costs may be increased by Landlord after the end or each Accounting
13
D,\Lq.I\Lea.. _IICROWN MASnIt LEASE BODY.doc
(It,"",')
.1
Period during the term hereof on \he basis of the actual Operating Coats for the immediately
preceding Accounting Period, Upon Landlord lUntlaItiJl& to Tenant a atate_nt setting forth ouch
revised operating costa, Tenant ahall pay to Landlord auch revised share in equal monthly
installmenta, each auch inataJfment to be a oum equa1 to one-twelfth (12th) of such revlacd
Operating Coats in advance on the first day of each calendar month thereafter until the next
succeeding revision,
(d) Following the end of each Accounq Period in which Tenant'. share of
Operating Costa exceed. the minimum payment act forth in Section "F" of the Indenture of Lease,
Landlord shall furnish to Tenant a written statement in re-.b\e detail covering the Accounting
Period just expired showing the total Operating Coata for ouch Accounting Period, the amount of
Tenant's proportionate share thereof and paymenta made by Tenant with respect the~. In
making the computation, ... aforesaid, LaDdlord's alatement 8haI1 be conclusive evidence of
Operating Costs.
(e) If Tenant'. proportionate share of Operating Coata exceeds Tenant's Payments
with respect to any Accounting Period, Tenant ahaI1 pay to Landlord the deficiency within twenty
(20) dsyaafler the date of the furniahina of the statement from Landlord,
(f) For the purpose of this Leue, the word. "Accounting Period" mean the period
consiating of twelve (12) consecutive calendar months commencing on a date determined by
Landlord and each aucceedinc twelve (12) calendar month period commencing during the term of
this Lease; provided, however, the Iir8t Accounting Period 8haI1 commence on the date the
Shopping Center first opens for buainess with the public and shall terminate on the date
immediately preceding the date 80 determined by Landlord.
(g) If the term of thia Lease commencea after the date the Shopping Center first
open. for buain.... with the public or terminates (other than by reason of Tenant's default) during
an Accounting Period. Tenant'a Obligation for Tenant'a share of Operating Costa for auch
Accounting Period shall be equitably pro-l1lllld, , '
(hI Tenant'a obligation I under thia Section 7,06 8haI1survive the expiration Or earlier
termination of the term ofthia Lease.
SECI'ION 7.07. Prooortionate Cost of Securitv.
Landlord may elect, but shall not be required, to provide security for the Shopping
Center, If Landlord 8haI1 elect to provide &ecurity for the Shopping Center, Tenant ahall pay its
proportionate cost of such security determined ... follOWll:
(a) Tenant ahaII pay to Landlord, as additional n:nt, the amount obtained by
multiplying the total of all coata and expenaea of every' kind and nature incurred by Landlord in providing security for the Shopping Center by a fraction, the numerator of which ahaU be the
equare feet of Roor area of the demi8ed Premiae8, and the ,denominator of which ahaU be the
equare feet of all "leasable floor area" (aa defmed in Section 2.04(dl of this Lease), but never leas
than the amount set forth in Section K of the Indenture of Lease and in the OUUUIer provided
therein, AlIeuch floor area shall be as determined pursuant to the proviaions of Section 2,04(j)
and shall be fIXed ... of the last day of the applicable Accounting Period,
(b) Tenant ahaII pay any increase in ita propcutionate C08l of security within tw.Inty
(20) days after the elate of the fumilIhing of a statement of such cIuugea by Landlord for each
Accounting Period or portion thereof. "
(c) Although Tenant ahaU pay ita proportionate share of the coat of security, 8S
aforesaid, in addition to, and not aa a component of, ita proportionate share of Operating Coats,
for the purpose of Articles XVIU and XIX and Sections 13.02, 14,01 and 20,02 of thia Lease, the
words "Operating Co818" shall be deemed to include IlUch share of COlt 01 security,
AltTICU!: vm
SIGn; AWImlClll; CAlfOPlB8; ha.l"ulCSS; ALTERATIOKS
SECTION 8.01. Silll18 AwninlrS and Canooies.
(al Tenant ahaII, at ita own risk, lawfully erect illuminated signs, concerning the
, business of the occupant of the demised premises, and qreel to maintain said signs in good
condition and state of repair and a""e Landlord harmleas from any Ioas, coat of damage 8JI 8
result of the erection, maintenance, existence or removal of 8uch signs. AU signs shall be in
14
D:\LqalllAu. _\CROWN MASTER LEASE BODY,d..
(11-17-99)
, accordance with Landlord's Sign Specif"lCllm,,;S, a copy of which will be attached to the Outline
Plan and aha1I be approved in writing by LandlDrd, Upon vacating the demised premises, the
Tenant agrees to remove all signs and repair all damage caused by such removal. Tenant
covenanta that no Raahing, illuminated or paper .s will be used anywhere in the demised
preml8ea and all signing is aubjeet to Landlord's prior writUln approval, 'fenantahall not install
or a1lix any sign, device, antenna, fD<ture or attachment on or to the exterior or interior of the
demised premise. including, by way of i1luatration, any window or door; nor place any vent,
structure, building, improvement, sign or ad""rtiain& device or obstruction of any kind within the
Common Areas or on the exterior or interior waJIa of the demised ~, without fir&! obtaining
Landlord's written consent. .
(h) Tenant aha1I neither place nor maintain nor suffer to be placed or maintained on
the exterior of the demiaed premises or on the JIa8a of any window or door of the demised
premises which ahall be viaible from the exterior theMOr or within tluee (3) feet of any such giaH
(other than neatly lettered signs of reasonable aWe pW>ed on the lIoor of the displ8;y wlnc10w
iden~ articles oIl'ered for eaIe and the price theROQ any sign, awning. canopy, decoration,
lettering, advertising matter or any other thins without in e&l:I> inatance f\r8t obtaining Landlord's
written approval thereof; and Tenallt fUrther agreee to de. and to maintain INch sign,
decoration, lettering, advertieing matter or other thing .... may be approved In gOOd condition and
repair at all time..
(c) Tenant aha1I not paint or decorate any part of the exterior of the demised
premises, or any part of the premille8 which shall be visible from the exterior thereor, without firet
obtaining Landlord'. written approval of such painting or decoration.
(d) Tenant 8haII in.laU and maintain at all time., subject to the other provision. of
this Section, dieplays of eeaaonable merclwuliae in the .how windows (if any) of the demieed
premiae8; and Tenant fUrther agreee that all articJea and the 81't'8JIgeIIlOlt, etyle, color and
leneral appearance thereof, in the interior of the demised premiaea which ehaIl be vieible from
the exterior thereof, including, but not Umlted to, window displays, advertising ,matter, signs,
merchandise and 1llOre fIXture., .hall be Dlllintained in the premise. 80 as to be in keeping with
the chllIaCtCr and .tandards of the Shopping Center.
SECTION 8.02. PronertV in Demised Pnr!mifW!s.
(al AU leaeehold improveu>enta, such a. light fIXtures, heating and air-conditioning
equipment, ahall when installed attach to the fee and become and remain the property of
Landlord. Such property shall not be removed unle8S replaced with Ilke property,
(hI AU inventory' and all trade llxtures herea1ler in.talled or placed by Tenant in the
demiaed premises ahall be new, 8haII remain the property of Tenant and ahall be retnQVable by
Tenant at the expiration or earlier termination of the tenn of this Lease provided that; (1) Tenant
.hall not at such time be in default under this LeIlIIe, and (2) in the event of the removal of any or
all of ouch property Tenant shall proIDpUy ""'tore the daJtl8&e done to the premises by the
inetallation and! or removal thereof. Should Tenant fail to "" renwve Tenant. property and! or to
.0 re.tore the premiaea, Landlord may do so, colJeetin& at Landlord's option, the coot and
expense thereof, as additional rent, upon demand. Any ouch property which i8 npt removed and
which by the tel1ll8 of the Leaae is not removable by Tenant at or prior to any termination of W.
Lease incIudi!'g, but not limited to, a termination by Landlord pursuant to tItl. L:aee. ehaII.
unlees Landlord gives Tenant notice to. remove any or all of such property, be and become the
property of Landlord (without any obligation by Landlord to pay compeneation for .uch proper1;y).
In the ....."t Landlord gives Tenant ouch notice to remove any or all of such property, Tenant .hall
promptly remove .uch property as may be specified by Landlord in such notice, NotwithatAnding
anything herein contained to the contraJy or sny dec:ieion of any <XIUrt to the contraly, the term
"trade fixtures' 8haII not include any attached 1euehold improvementa including but not limited
to air-<:onclitioning. heating, lighting. eleetrical and plumbin& equipment installed by Tenant in
the demised premiee., nor my wiring or other apparatu. related thereto,
(c) In the event Tenant ceases Ita bueiness operation in the demised premises and is
in default with respect to its obligation for the continuou. operation of ita bueineu, Tenant ahall
be deemed to have abandoned the demieed premi8es and all property of Tenant ahall aIao be
deemed to ha"" been abandoned and eaid property mey be retained or disposed of by Landlord ss
Landlord desires,
IS
D:\lA&d\LeQe IlodloolCROWN ltlASTER LEMlE BODY.doe
(11,17-99)
SEC110N 8.03. ImD1"OYeJJIenta and Alterations.
(a) Tenant cownanta and ~ not to make or permit to be made any alterations,
improvements and additions to the demised premiles or any part thereof except by and with the
written consent of Landlord lirat had. ,AIl alterationa. improvem'lnla and addition. to said
premises shaIl be JDIlde in accordance with aD applicable laws and ehaIJ at once when made or
inetaUed be deemed to have attached to the freehold and to have become the property of Landlord
and shall remain for the benefit of Landlord at the end of the term or other expiration of thJ.
Lease in a. good order and condition 88 they were when lnata1led, reasonable wear and ~
excepted, " .
(b) In ~ such alterationa, additions and improvements to the demised premises
and in instaDing such chattels, equipment and fiXture.. or doing such other lOOrk. Tenant ahaII
promptJ;y pay aD contractors and materialmen 80 a. to minimize the poasibllit,y of a lien attaching
to the demised premises or the Shoppine Center, and Tenant eha1I include in all contracts and
subcontracta for work to be perfonned on Tenant's behalf at the demised premi8ea provisions
wherein such contractor or wbcontractor ackDow1edp that Landlord has no liabllit,y 'under
such cont:racts and wbcontraqa and that such con!rBCtor or subcontractor waives any right it
may have to lien or attach Landlord's pruoe1 or the Shoppine Center of which Landlord's parcel is
a part, and should any such lien or notice of intention to perform or tumish materials ("Notice")
be made or filed, Tenant shall bond spinst or discharge, the same or notice of intention to
perform or furnillh materials ("Notice"' within twenty (20) dllYs after written request by Landlord.
If Tenant shaD fail to cause such lien or Notice to be bonded against or to be discharged within
the period aforesaid, then. in addition to any other right or remedy which Landlord may have
under this Lease, at law or in equit,y. Landlord may, but ahaII not be obligated to, discharge the
same either by pa,ying the amount claimed to be due or by procuring the dlscharse of such lien by
deposit or by bondine proceedinp and. in any such event. Land10rd eha1I be entitled, if Landlord
80 electa, to compel the prosecution of any action for the foreclosure of such lien or Notice by the
lienor with interest. coata and expenses. Any amount 80 paid by Landlord an<I aD COIlla and
expenses incurred by Landlord in connection therewith, together with interest thereon at the
highest rate permitted by Jaw from the respective dates of Land1ord'II mal<lng of the peyment and
incurring of the cost and expense, shaIl CODlItitute additional rent payable by Tenant under this
Lease and shaD be paid by Tenant to Landlord on demand.
Ie) The provisions of this Article shaD survive the expiration or earlier termination of
the term of this Lease.
ARTICLB IX
IIAD'1'BIUIfClt AKD RBPAIR; IUllRBlmBR OF LBA8BD PIlBIIIlIIl8
SECTION 9.01. Rensfrs and Mainklnance bv TM1....t.
(a) Tenant llbaD at all times at ita own expense keep and maintain the demised
premises (ineludlns. but not limited to, aD entrances and the inside and outside of aD glass in the
doors and windows and Ilbow window moIdin/l8l and aD partitions. doors, fixtures, signs,
equipm....t and appurtenances thereof in good order and repair, and in a neat, aafe, clean and
orderly condition. includIns. but not \imited to, re8lIOIl8ble periodlc painting as determined by
Landlord and malcing aD non-structural ordinary and extraordinary, fores-. and unforeseen
repairs and repl~~ments to the demi8ed premisea, including. without limitation. repairs and
rep1a=enta to the plumbing and sewage facllitles within the demised premi""" or under the
IIoor a1ab including free now up to the main _r line, eleetrical, beating. ventilating and air-
conditioning system and escalators and elevators, if any, and mechanical system and
installations therein. Tenant eha1I not overload the electrical wiring serving the premises or
within the premises, and will install at ita own expense but only after obtalnlng Landlord's written
approval, any additional electrical wiring which may be required in connection with the dCIniaed
premise..
(bl Tenant will repair promptJ;y at its own expense any damage (whether structural
or non-lItructuraJ) to the demised premises caused by any construction or alterationll perfonued
by Tenant or bringing into the premises any property for Tenant's use, or by the insta1lation or
removal of such property, regardless of fault or by whom lIuch damage shall be caused, unless
caused solely by the negligence of Landlord or ita servants or employees.
(e) In the event T~nt defaults in the performance to L8fldlord's satisfaction of any
16
D:\Lcc&Nas< BodioslCROWN MASTER LEASE BODY,doc
(11-17-99)
, of its obliptions uncler this Section 9.01, and auch del'ault continues for a period of ten (10) da,ys
after written notice from Landlord (except that in an emeraenCY no notice shaD be required),
Landlord, in addition' to, Landlord's other remedies under this Leaae, at law or in equiqr, may (but
shall not be obJisated to do 80/ cure such default on behalf of Tenant without any liablliqr of
Landlord, its agents, .eervanI8, employees, contractors or subcontractors for dllmllil" to Tenant's
merchandise, fixtu..... or other propertr or to Tenant's business by ~ thereof, and Tenant
shall reilnbunile Landlord, 88 additional rent, upon demand, fOr 8tly aums paid or costs incurred
in curing such defsult, plus adminlst.ra:tlve costa of Landlord in a aum equal to twenty percent
(20%} of such SUMS and! or costa.
SECTION 9.02. Structural ReDlun.
, (aj Except.. otherwise provided by 9,OI(bI, structural portions of the premises, the
roof of the demised premises and those portions of the exterior of the demised prem.isea which
Tenant is not obligated to maintain pursuant to Section 9.01(a) wUl be rcp6ired by Landlord
ptQYided Tenant gives Landlord notice specifying the need for and nature of such repaJr.;
provided, bowever, If Landlord is required' to makll any repairs to such portions of the demiaed
prerniles by reason, in whole or in part, of the neglisent set or failure to act by Tenant or Tenant's
asent, servante, employees, contractono or subcontractOJ'll, or by reason of any unusual use of the
delt1iaed preIlliaes by Tenant (whether or not such use is a permitted use hereunder), Landlord
may collect the COSt of 8uch repairs, as additional rent, upon demand, For the purpose of this
Lease, any difference in Roor level, ehlfting of floor slab, or deviation in finished floor height
resulting Cram the insertion or con8truction of an expansion joint or strip in the floor slab shall
not be deemed a structural defect requiring repair by Landlord, but rather, a nonna! con8trUction
practice which shall be Tenant's responeibility to appropriatel,y plan for in its construction and
use of the demised premises.
(bl If, without LandIord'8 prior consent, Tenant performa any alterations, additions,
ilnprovemente, changes, aflilrations of chattela or other work which aJl'ecm the structural portions
of the demised premises andlor the roof of the bui1dingofwhlch the demised premises are a part
and lor that portion of the exterior of the demised premises which Landlord is obligated to repair
pursuant to Section 9,02(a/ or which aJl'ecrs the structural integrity of the building of which the
leased premises shall form a part, such action by Tenant shall release and diacbarge Landlord as
of the commencement of such alteration, addition, lmpro""",""t, atlbtation or other work of and
Cram such repair obJi&ation and thereafter Tenant agrees to be solely responsible for the
mainttnance, repair and repbwement of any or all such structural portions, roof, exterior and
building which have been aJl'octed as aforesaid; provided, in the event Tenant shall default in the
perlonnance, to Landlord's satisfaction, of such responsibilities, Landlord, in addition to
Landlord'a other remedies under thia Lease, at law or in equity, may (but shall not be obligated to
do sol cure auch default on ~ of Tenant without any liability of Landlord, ite agents,
, servants, -employeea, contractors or subcontractors for damage to Tenant's ml'l"Chandiae, fixture.
or other property or to Tenant's businesa by reason thereof, and Tenant shall reimburse
Landlord, a. additional rent, upon demand, for any sum paid or coste incurred in curing auch
default, plus administrative costa of Landlord in a sum equal to tlventy percent (20%/ of such
sum 8tld/or costa. For the purpoaea of the foregoing, if Tenant pedorms any auch alterations,
addition", improvemente, change., affIXation. or other work in a manner not consistent with
Landlord's prior consent thereto, such work shall be deemed to have been performed without
Landlord's consent. '
SECTION 9,03. SUITender ofPremi....
At the expiration of or earlier tumination of the term of this Lease, Tenant .hall
peaceably surrender the Ieased premises in the same condition including, but not limited to, the
conditions of cleanlines., as the leased premises were upon the commencement of the term of
thi. Lease, ordinaIy wear and tear excepted to the extent the leased premises is not required to be
repaired and/or maintained by Tenant and damage by unavoidable casualty excepted to the
extent that the same is covered by Landlord's fire insurance policy with extended coverage
endorsement, and Tenant shall surrender all keys for the Ieased premises to Landlord at the
place then fixed forthepayment of rent and shall notify Landlord in writing of all combinations of
locks, safes and vault., if any, in the leased premise.. Tenant shall compl,y with the provisions of
Section 8,02 respecting the removal of its prOperty before surrendering the premises as aforesaid,
Any property not 80 ,~oved at the expiration of the term hereof, shall be deemed to have been
17
D:\Lq111L<ue IIooIIosICROWN MASTER LEASE BODV,doc
(11-17-9')
abandoned by Tenant, and may be retained or diapoaed of by Landlord, as Landlord shall dellire.
Tenant's obliption to obserVe and perform the c~an18 set forth in this Soction 9,03 shell
survive the expiration or earlier terminstion of the term of this Lea.."
ARTICLB X
nn._....K:ATIOIf; 8UBROOATloa'
SECTION 10.01. Indemnif,....tinrl and Waiver of ClAim.
(al Tenant will defend and, except to the extent cauoed by the negligence of
Landlord, its agents, ""monts, and emp\oyees, will indemniJy LoindIord and Agent and eave them
hannleaa from and &g8inst any and all claim.. action.. tlJom_..s, liabili~ and expense (including,
but not limited to, attorney's fees and dl$buroetnents) in c:onnection with the Iou of life, personal
iJ1iwy or dlU11ll&" to property or bulliriea arioing from, related to, or in COtU\"",tion with the
occupancy or use by Tenant of the demioed premises or eny put of Landlord's property or the
Shopping Center or oc:cuioned wholly or in put by act or omiasion of Tenant, Ita contractors,
subcontractors, subtenants, Iicen8eeo or cona:aoionaire.. or ita or their respective agents,
servanta or employees, Tenant shall aIao pay all c:oeta, expense. and reuonable attorney's fee.
that may be expended or incul1'ed by Landlord end/or Agent in suc:cesafully enforcing the
covenanta and agreements of this Lease, The provision. of this Section 10,0 I shall survive the
krmination or earlier expiration of the term of this Lea...,
lbl Unle.. and then solely to the extent such damage is caused by the negli&ent acts
or omiseions of Landlord, AJent, or their respective 8I"nta, seMllU1ta, and employee., neither
Landlord, Agent nor their reepective agenta, oervantB, employees or contractors shal1 be liable for,
and Tenant, in consideration of Landlord's execution of this Lease, hereby r.eIeaaea all claims for
loas of life, personal iJ1iwy or damage to property or buaineu sustained by Tenant or any person
claiming through Tenant resulting from any fln', accident, occurrence or condition in or upon the
Shopping Center or any part thereof (including, without limitation, the demised premises and the
building of which the same is a part), including, but not limited to, such claims for 1088 of life.
personal ilijul}' or damage resulting from (I) eny defect in or failure of plumbing, heating or air
conditioning equipment, electrical wiring or installation thereof, water pipes, stairs, railings or
walks; (2) any eqllipment or appurtenances being out of repair; (3) the bursting, leaking or
running of eny tank, washstand, water cloeet, waste pipe, drain or any other pipe or tank in,
upon or about the Shopping Center; (4) the backing up of any _ pipe; (5) the eac:ape of steam
or hot water; (6) water, snow or ice being upon or coming through the roof or any other place
upon or near the demised premises or the buildins of which the l18JRe ill a part,or otherwise; (7)
the faJlina of any flX!1.Jre, plaster or .tucco; (8) broken g1au; (91 eny act or omission of other
tenants or other OCCUpants of the Shopping Center; end (10) any act or omlsslon of Landlord.
Agent or their respective principals, agents, servants end employees whether oc:curring on, prior
to, or subsequent to the date of this Lease, The foreJllling waiver and release is intended by
Landlord and Tenant to be absolute, unconditional and without exception and to supersede any
specific repair obligation Imposed upon Landlord hereunder.
.ARTICLB D
nt8URAl1CB
SECTION 11.0 I. Insurance.
(8) Tenant will keep in force in companies lic:cnaed to do buaine88 in the state where
the Center i& located at Tenant's expense at all times during the term of this Lease and during
ouch other times as Tenent occupies the demised premises or any put thereof:
(I) Public liability insurance with nlapect to ttle demised premlaes, the sidewalka
abutting and adjoining the demised premises, if any, end the buaineu operated by Tenant end
any .ubtenants, licensees and conoeaaionaires of Tenant in or tram the demised premises with
minimum limits of One Million Dollara ($1,000,000) combined single limit Wr bodily injul}' end
property damage, and including coverage for liability auumed under contracts.
(2) Work<'ra' Compenoation insurance which will provide for all Tenant'.
emp10yees the statutOI}' benefits for the state in which demised premisca are located, and will
also include Employ."s' Liability insurance with minimum limits of One Hundred Thousand
18
D:\Lqlll\lAue _..\CROWN MASTER LEASE BODY.do<
(11-"-99)
Dollars ($100,000,001.
(3) Such other t,ypes of insurance (excJudin& rent ineurance in favor of Landlordl
and such additional smounbl of insurance as, in Landlord's judgment, are neceeaiUlttd by good
bu$in..... practice,
Ib) Prior to delivery of poese8sion of the demised premises and within ten (10) days
of each occasion of renewal or replacement of insurance ~rage, throughout the term or the
Lease, Tenant &hall au bmit to Landlord, marked "Attention Inaunmce Department", a valid
Certiftcate of Insurance, signed by an authorized qent o(the insurer, which &hall evidence aU the
lnaurance coverage required by this Section 11.01 and which ahall set forth the foUowing: ,
(1) Landlord is lI8IllMan "additional insured" on the public liability insurance
policy.
(2) At least thirty (30) days prior notice &hall be given to Landlord as to any
policy cancellation or any material alteration in c:overage,
(3J The public liability insurance policy is an "occunencc" form of coverage;
(claima-made insurance ill not acceptable),
SECTION 11.02. Insurance Provisions,
It is a condition of this l.es:ae that the Tenant shall instan and maintain, in proper
working order, an Underwriter's Laboratory and Rating Bureau approved Automatic
ExtinIP1iahin& Syatlem in the hoods and duela 8erVing wch Tenant's cooking equipment and deep
rat fryers. The ~ &hall also be IU1'llIlged to shut off the clcetrical current and/or gas wpply
to the deep fat fryers when the extlnlP1lahing ayalem i. acti....ttd, No change affcctiog the
operation at this ay&lIcm .haIl be made without giving prior notification to the Landlord,
SECTION 11.03. Effect an lnaurancc,
(a) Tenant will not do, omit to do, or suffer to be done or keep or suffer to be kept
anything in, upon or about'the !cued premieea which will violate the provillions of Landlord'.
policiea ineuring against Iou or ~ by lire or otheT hazards (including. but not limited to,
public liability!, which will adveraeIy affect Landlord's fire or liability ineurance p""mium ratiog or
which will prevent Landlord from procuring llUCh poIiciee in companies acceptable to Landlord,
provided Tenant is fltSt given adequate notice of the requi=ne:nbl of such po1iciCll, If anything
dane, omitted to be done or sull'cred to be done by Tenant, or kept or suffered by Tenant to be
kept in, upon or about the premises shall by itself or in combination with other circumstances
existing at the Shopping Center cause the premium rate of f..., or other insurance on the leased
premises or ather property of the Shopping Center in companies acceptable to Landlord to be
increased beyond the eatab1iahed rate from time to time filled by the appropriate underwriters
with regard to the use of the demised premi_ (or the purposes permi~ under thi. Lease or to
such other property in the Shopping Center for the use or usea made thereof, Tenant will pay the
amount of such increase or, in the event that other circu""'tanoes existing at the Shopping
Center shall ha"" contributed to such increase, such equitable portion of such increue as
reaaonably determined by Landlord, as additional rent upon Landlord'. demand and will
thereafter pay the amount of such increase, as the same may vary from time to time, with respect
to e""ry premium relating to coverage of the demised prcmiaea during a period falling within the
tenn of this Lease untilsueh incrcase is eliminated, In addition, if applicable, Landlord may at
its option rectify the condition existing on the demised premises whieh caused or was a
contributing cause of the increased premium rate in the """"t that the Tenant should fail to do ao
and may charge the cost of such action to Tenllnt as additional rent, ~ble on demand. In
determining whether incrcaacd premiums are the ""wit of Tenant's use of the leased premises, "
schedule, issued by the orpnization making the insurance rate on lbe !cued premises, showing
the various componenbl of such rate, shall be conclusive evidence of the several items and
charges which make up lbe lire insurance rate on the leased premisea.
Ibl If for any reason whatsoever including, but not limited to, the abandonment of
the demised premiaee, Tcnanh failure to pay the insurance premium or Tenant's failu"" to
occupy lbe demised premises .. herein permi~, Tenant fails to provide and keep in farce any or
all of the insurance policies set forth in Section 11,01 hereof, lben in such event Tenant shall
indemnify and hold Landlord harmless againllt any 10Sll which would ha"" been covered by auch
insurance.
(eJ If Tenant shall not comply with its covenants made in this Section" Landlord in
addition to Landlord's other remedies "erounder may (but shall not be obligated to) cause
19
D:lLqalllao.IJodIelICROWN MASl'ER LEASE BODY.do<
(11.17-")
.
in8Urance, all aforesaid, to be iaaued, and in web e\'mt Tenant agrees to pay the premi1.lm'Cor
such inwr&nee as additional rent promplly upon Landlord's demand, or Landlord, at ita option,
may treat such failure to comply as a Deliberate Event of Default.
ARneLl: m
VTILITIB8
SECI'/ON 12,01. Utilities.
(al Tenant ahalI be &Oldy reaponaible Cor and promptly pay .n charges Cor heat,
water (including standby). eleclriei~, _ rents or cI1araelo. sprinkler charges. A,D.T, or other
alann oyatem, water treatment facili~ cbaJp, and any other utili~ used or consumed in the
leased premIoea or in providina heatinl and air conditioning to the leaaed prcmieee, without
limitation. toFther with .n connection and --nee cbarges and .n taxes or other charges levied
on such utilities, said reaponaibili~ commencina on the date ~ notifies Tenant that the
leased pfemi.es are ready for Tenant's ~t of Tenant's Work, Should Landlard elect
or be required to supply or maIcle a'lllllable any utili~ used or canaumed at the cletniaed premise8,
Tenant agrees to purchaae and pay for aame. all addi1ional rent, every month in the term hereoC;
provided that Tenant shall not be oblipted to pay to Landlord an qaregate annual aum therefor
in """"as of the ....-te annual amount therefor wblch Tenant would otherwloe be obligated IX>
pay for similar utili~ usage and oervice sa a retail customer oC the public utili~ or municipal
authori~ then suppJ,ying such utili~ to the Center. Tenant agrees to purchaae from Landlord
and pay for electrici~ to be used by Tenant at the demised pre:mjaes in accotdance with the
Utili~ Schedule attached hereto as Exhibit "C",
(bl In the event that Tenant does pot have a water meter installed in the 1eaoed
premise8, Tenant will pay to Landlord, as Ildditional rent, every month in the term of thia Lease
the minimum charge for the -= of the line installiod in the Ieued premiaea in accordance with
the rates established from time to time by the company or authcrl~ 8Upplying waller to the
premisC8.
tel In the event the local authori~, municipality, uti1i~ or other body collecta Cor the
waler and! or _rage or II8I1itaty oetvlce and! or consumption, " afonolBid, Tenant covenants
and agrees to pay the water and sewer rent chuge (both minimum and otherwise) and any other
tax, rent, levy, connection Cee or meter or other charge which now or henoafler 18 _sed,
imposed or may become a lien upon the demised premisee, or the rea1ty of which they are a part,
pursuant to law, order Or regulation made or issued in connection with the uee, consumption,
maintenance at 8Upply oC water, or the water or sc:werage connection or system.
(d) In no event 8haU Landlord be liable to Tenant in damages er othenNise Cor any
interruption, curtailment or suspension oC any of the foreaoin& utiU~ &eIVice. In the event oC a
default by Tensnt uDder thI. Lease or due to repain, action of public aulhori~, strikes, acta oC
God or public enemy, or any other cause. whether similar or cli8llimllar to the aforesaid,
SECTION 12.02. ADl'lication For Utilities,
Tenant ahalI make 811 appropriatAl application. to the locaIutili~ companies at such
time. as ahalI be neceMBty to ineure utilities being available at the demised premises no later
than the commencement of the term and pay allrequinod depoeita, connection fees and!or
charge. for meters within the applicable time period oet by the local utili~ compsny,
SECTION 12.03. Oneration of H,..tina and Air.Conditioninll.
Tenant must operate beating and cooling equipment to maintain .tore temperatures at
such temperatures as will prevent the freezing or bUt'8tinl oC pipes and the drainina of heated and
chilled air from the enclo8ed mall.
SECI'/ON 12.04. Utility Chanre Defmed.
All au"'" to be paid by Tenant in accordance with this Article XII are co1lective1y herein referred to
as the .Utili~ Charge",
20
D:\Lea.I\Uo.. BodialCROWN MASTER LEASE BODY,."
(11-"-99)
AJlTICLB xm
ICSTOPPBL "lliKlItlCA'l"i:; 8UIIORDDfATlOlf; ATTOR1IIIBIIT
SECTION 13.'01. ..-~,tion ofEato"""lc,.rtHl....te.
At any lime, and from lime to lime, upon the written request of Landlord or any
mortga&ee, Tenant, within twen~ (20) cIaya of the elate of INch written roque.t, agreee to execute
and deliver to Landlord and! <If such mor\plee, without charge and in a form IIlltiafactory to
Landlord and! or wch mortgagee, a written etatement tal ratifyins this Lea..; (b) confumins the
commencement and expiration datea o( the ~ of this Leue; (e) certifyjns that Tenant is in
occupancy of the demised premises, and that the Leue i. in run force and elTect and ha. not
been modified, aaaisnec:I, wpplelnented or amended 00ICept by such writinp aa shall be elated; (d)
eertifYlng that all condition. and aareementa under thia Lea.. to be eatialled or performed by
Landlord have been sati.fied and performed except aa aball be etated; (el ~ that Landlord
is not in default under the Lease and there are no defeMea or olf8Ota &pinat the enforcement. of
thi. Lea.. by Ulndlord, or .tatins the defaulta and/or del'en_ claimed by Tenant; (f) recitlns the
amount of advance rent;'if any, paid by Tenant and the elate to which ouch rent haa been peid; (g)
recitins the amount of eecurity depollited with Lsndlonl, if any; (h) oertlfylng compliance with the
environmental covenanta of the Lea.. M set forth in Section 5.03ij} of the Lease; and (ij any other
information which Ulndlonl or the mortgagee ahaII require, .
SECTION 13.02, Failure to Execute EatoDDeI Certlt1cate,
The failure of Tenant to execute, acknowl<Oc:\lI" and deliver to Ulndlord and/or any
mortgagee a etatement in accordance with the proviaiona of Section 13,01 above within the period
set forth in Section 13.01 ahaII constitute an acknowl<>dpent by Tenant which may be relied
upon by any person holding or intencUng to a~ any int.ereat whataoever in the demiaed
premisea or the ShoppinS Center that this Leaae haa not been aeeigned, amended, cl1s.ns<d or
modified, is in full force and ell'ect and that the Fixed Minimum Rent, Tax Rent, Tenant. ohare of
Operatins Coals, Utili~ Charge, Pctcentaae Rent and edditionsJ rent have been duly and fuIJy
paid not beyond the respective due elale8 immediately prec;eding the elate o( the request for auch
atatement and 8haII con.titute M to any persona entitled to rely on .uch atatementa a WIliver o(
any defaulta by Landlord or delen.... or oll'8Ota apinat the enforcement of this Leaae by Ulndlord
which may exiat prior to the elate of the written request, and Ulndlonl, at ita option, may treat
wch failure as a Deliberate Event of Default.
SECTION 13,03, Subordination and Attornment
Tenant asreea (..I that, except aa hereinafter provided, thi. Lease ie, and all o( Tenant'"
rights hereunder .lIIe and shalllllwaya be, subject and aubordinata to any mortgage, leases of
Landlord'a property (in aa1e-1.....b&ckl pursuant to which Landlord baa or ahaII retain the right of
po.....sion of the demiaed premises or 8CCUri~ inatrumenta (coI1ectiveIy called 'Mortgage") that
now ,ClIiat, or may hereafter be placed upon the demiaed premi.... or the Shopping Center or any
part thereof and to all edvancea made or to be made thereunder and to the intereat thereon, and
all renewals, replacementa, modifications, conlOlidationa, or _sions thereof; and (b) that if the
holder of any such Mortpge rMortgagee'l, the pun:haeer at any forecIoaure aale or at any .ale
under a power of &ale contained in any Mortpae, or the owner, at the time of the hel'einafter
deecribed reque.t, of the fee estate or'the leaaehold elItate of the real estate upon which'the
demiecd pn:miaea i. situate (hereinafter referred tn aa Landlord (or purpose. of this Section) ahaII '
at ita sole option 10 "'qUellt, Tenant will attorn to, and recognize auch MortpSee, purchaaer, or
Landlord, as the case may be, .. Landlord under this Lea.. for the balance then remainins of the
term of this Lea.., wbject to allterme o( thi. Lease; and (CI that the aforesaid provision. aball be
self operative and no further inatrument or document shaI1 be neceaaary unle.. required by any
such Mortgagee, purchaser, or Landlord, Notwitbatanding anythina to the contrary set forth
above, any Mortgagee may at any time .ubordinate it. Mortpae to this Lease, without TeDant'.
consent, by """cution of a written docwnent subordinating auch Mortgage to thia Lease to the
extent set forth therein, and thereupon thia Lease shall be deemed prior to 4uch Mortgage to the
extent set forth in such written document without regard to their respective elate. of execution,
deli<lery and/or recanling and in that event, to the extent set forth in such written document
such Mortgagee ..hall have the oame rights with ....apect to this Lease a. though this Leue had
been executed and a memorandum thereof ....corded prior to the execution, delivery and reconling
21
D:\Lo&oI\I.aso IlodlalCROWN MASTER LEASg BODY.doc
(11-11-99)
of the Mortgase and as though this LeaIe had been a88itP>ed to .uch Mortgal"C. Should
Landlord or any Mortgagee or purchaaer desire confannation of either 8uch eubordination or such
attornment, aa the case may be, Tenant upon wrltbln request, and from time to time, will execute
end del;.,.,r without charge and in fonn satWactory to Landlord. the Moncacee or the purchaser
aU inatrument. and/or documents that may be requested to acknowledge such subordlnation
and/or agreement to attorn. in recordable fonn.
ARTICLB lDV
A881CllODllT AlID SVBJ.BTTIlIG
. SECTION 14.01. Asailmment and Suble1:tirut.
(a) Teilant ahalI not voluntarily. involunl8ril;y, or by operation of law, aaeign,
tranafer, mortpge or otherwise encumber (herein coUectiwly referred to aa an "lIlI8ignment" thie
Leaae or any intere8t of Tenant herein. in whole or in part. nor sublet the whole or any part of the
demiaed preml8ee, nor permit the cI<lmieed pl't!:llliM8 or any part thereof to be u..... or occupied by
othere, without lirat obtaining in each end every instance the prior written conoant o( Land1ord,
Any coneent by Landlord ro an a88itP>ment or eublettinll or uoa or OCCUpancy by others eha1I be
held to apply only ro the apecilic tranaaction theRby authorized and shall not con8titute II. waiver
of the nc:c.....ity for euch COMent ro any eubaequent aaaignment or eubletting or UIIC or
occupancy by othera, including, but not ~ ro, a 8ubaequent a88ignment or subletting by any
tru8tee, receiver. liquidaror, or perwonal re~tative of Tenant, nor'.hall the reference8
anywhere in thie Leaac ro subtenants, licenaees and conceaalonairea be COD8trued as a consent
by Landlord to an 848i8nment. [( thJ8 Lease or any interest herein be l1118igned or If the demiaed
premiaea or any part thereof be sublet or uaed or occupied by anyone other than Tenant without
LandIord'8 prior written coneent hailing been obtained thereto, Landlord may nCVlOrtheieaa coUect
rent (ipcluding. but not limlted to, Fixed Minimum Rent. Percentage Rent, the Utilit;y Charge. Tax
Rent, Tenanh proportionate 8hare o( LandIord'8 Operating Coats. end additional rent) from the
a.8lgnee. suble8_. ueer or occupant and apply the net llDlount ~ ro the renta herein
re8erved, and (Urthermore in any ouch event Tenant oha1l Pay to Landiord monthly, .. additional
rent, the excesa o( the conoideration received or to be received during 8ucb month (or such
8$lIigmnent, 8ublease, or occupancy (whether or not denoted ll8 rent) over the rental reoerved for
ouch month in thi8 Leaee opplicable to such portion of the detniaed premioea ao s88itP>ed. .ublet
or occupied. No ""ch aoolgnment, 8ubletting. uac. occupancy or collection .hall be d~11\ed a
waiver of the covenant herein against a88itP>ment, 8ubletting or uac or occupancy by oth..... or
the e.cceptance of the a88itP>.... ",,!>tenant, uocr or occupant a8 Tenant hereunder. or con8titute a
release of Tenant from the (urther per(ormanoee by Tenant of the temus and provision8 of this
Lease. [(this Lea.. or any interest of Tenant herein be a88itP>ec1 or if the whole or any part of the
demiSed premiseo be 8ublet or used or occupied I?Y oth..... after haYing obtained Landlord's prior
written consent therw., Tenant 8haD neverthele88 remain fully liable fur the (Ull performance of
all obli&ati<>na under this Lea.. to be performed by Tenant and Tenant ahalI not be releaoed
therefrom in any manner.
(hI If at any time during the tenn of thie Leaac any part or all of the corporate ohare8
of Tenant, or of a parent corporation of which Tenant Is a direct or indirect subsidiary, slulll be
tranofe.rred by sale. aaoignment, bequest, inheritance, operation o( law or other diapoaition 80 a8
to result in a chBntl" in the preaent effective voting control of Tenant or of 8uch parent
corporation by the perwon or person. owning or controlling a mlliorit;y of the 8hares of Tenant or
of 8uch parent corporation on the date of thi8 Leue. Tenant 8haD promptly notify Landlord in
writing of 8uch cban.. and such change in voting control sball con8titute an a88itP>ment of this
Leaoa (or all PUrpooe8 of this Section; prnYided, however. that this provision eha1I not apply in the
event that o,""r fifty percent (50%) of the voting power of the Tenant corporation or of such parent
corporation i8 held by fifty (50) or more UDnl1ated shareholders or distributed to 8uch number of
unrelated shareholders in a public distn'bution of oecurities, Thi. clause .hall not apply to a
corporation whose stock is traded'in a nationally recognized stock """hange.
tc) [( Tenant ie a partnerabip and if at any time during the term of thJs Lea.. any
peraon who at the time of the execution of thJ8 Lease owns a g=eral paJtner's interest cea... to
, own such g=era1 partner's intereol, .ach ce88ation of ownerahip ahaIl constitute an assignment
of this Lease for all purpose. of this Section.
(d) Upon the occurrence of llny of such events as described in Section 14.01(a),
21
D:\Losolllao. BodIeJ\CIlOWN MASnR LEASE BODY.doc
(11-1"'9)
14,01(bI, or 14,Ol(c) hereof, whether volunlaJy, involunlaJy, by operation of law, or otherwise,
without the prior written 'consent of LandIDrd (whether or not Tenant shall havc given notice
thereof to Landlord), Landlord may treat any such occurrcncc .... a Deh'bcrate Event of Default.
SECfION 14,02. ADt>lication to A&aim or Sublet
In the ewcnt that Tenant aboukl dCBirc to 8IIlIiSn or sublet the whole or a port of the
Icaacd premiecs, Tenant aI>llll submit to Landlord a written statement, signed by Tenant, setting
forth the faUowing information:
tal The name and add....... of the propoacd aaaignee or subtenant and the character
or its buoineas;
(bl The activitica to be conducted in and the use to be made or the premi..... by the
propoacd assignee or aubtenant;
(c) A rull and complete outline of all of the terms and conditions of the proposed
assignment or subletting;
(d) Such linaneial information. and credit information pertaining to the proposed
assignee or aubtenant sufliclent to enable Landlord to ev8luate ita fmancial I'l'oponsibillt;r.
, (eJ A representation that the pn>poacd aaaignee or subtenant is not a I''''''''t,
subtenant, assignee or OCClIpIlDI of any apace in the Shopping Center.
During a period of thirty (301 days after """,ipt by Landlord of the foJ'CiOing information,
Landlord may eJect (1) to consent to such proposed aaeignmcnt or subletting; or (2) to rcf\lse or
withhold consent to such assignment or subletting; or (31 terminate this Lease, in which event
thia Lease shall terminate and end upon thirty (30) days' written notice of Landlord's decision to
so terminate. Such election may be cxerciscd by written notice served upon Tenant within such
thirty (30) day period, but if no such notice is 1IClVcd, it shall be d~~ that Landlord has elected
to refuse or withhold con.ent or the propolled assignment or aublct1ina. Landlord "lP'Ces not
unreasonably to refuee or withhold consent to iNch propoecd ..signment or subletting, but it
shall conclusively be deemed thet Landlord's refusal or withholding of consent is not
unreasonable if the propoacd assignee or subtenant, or the ch8n\Cter of the business of the
proposed assignee Or subtenant, or the use for which the proposed aaaignee or subtenant is to
occupy said premiaea, or any of them, is in Landlord's sole dlacrction \e88 dealrable; and it shaJI
conclusively be deemed that Landlord's refusal or withholding of conacnt is not unreasonable if
the sublease rent is greater than the rent payable under this Lease, unless Tenant agrees in
writing that such _s shall be paid to LandJord.
SECTION 14.03. CODY of .A.';aTl1YV'!nt or Subl<HIIAll'!,
Landlord's consent to any saaignment or subIeaac shall not be effective until one (1) fully-
executed copy of any written inatrument of assign""",t or sublease baa been delivered to
Landlord.
ARTIeLI: XV
1IUCHA1I'1'I' AII8OCL\TIO.; PROKOTIOK J'01ID; ADVBR'l'18IKO
SECTION 15.01. Merchants' A.ant',.tinn. Promotion Fund and AdvertiBina:.
. (Ill Tenant covenants and aareea to become a member of any Merchants' AaoocIation
formed by the tenants of the Shoppina Center and approved by Landlord, and to maintain such
membenhip tIuoushout the term of this Lease. Tenant further aarecs to pay 88 ita ohare o(the
coat of the ""tivir;e. ,conducted by such association. the sum set forth in Section "J" of the
Indenture of Lease or auch other sum aa shall be dettrmined by the Merchants' AallOCiation,
hereinafter rcrerred to as "Merchants' Aasoclation Payment", JlI\Y8.ble in advance in monthly
installments to the Merchanta' Aasociation, If Landlord eIecta, Landlord may collect said
Merchanta' Association Payment on behalf of the Merchants' Association in which case Tenant's
Merchanta' Association. Payment shall be poyable monthly tosether with installmenla of Fixed
Minimum Rent. In addition, should Tenant fail to make any such Merchants' Association
psyments when due, Landlord, on behalf of the Merchsnta' Association, may collect said
payments in the same n>anner and with the same rights granted to Landlord under the Lease for
the collection of rent or other cI1ar1Ie&, Commencing with the second Lease Year, and each LeaSe
Year thereafter, the Merchants' Association payment shall be adjusted in the manner set forth
23
D:\L<pI\Lca.. BodIooICROWN MASTER LEASE BODY,doe
'11-17-99)
below, but never less than the above amount, 11Ie amount of the Merchanta' Aasociation
payment for each Lease Year, commencing with the oecond Lease Year, ahall be determined 88
fol1owll: Using the "Consumer's Price Index - U, S. Average, AIlltern and Commodity Groups",
published monthly in the "Monthly Labor Review" by the United Statea Departln!:nt of Labor, for
the tnOnth and year during which the Lease was executed as the denominator and the index
number for the fltat month of each Lease Year thereafter as the numerator, multip!lr aaid
reaulting fraction times the above alated Merchants' Aeaociation rate, In the <Mmt that the
Bureau of Labor Statlatica ahall change the base period, the new index numbe.... ahall be
au batituted for the old Index numbers in making the abo.., computatitJn, . In the event the
Consumer'a Pri<:e Index of the United States Bureau of Labor Statiatics is discontinued,
comparable atatiatica on the pun:haaing power of tbe consumer dollar as published at the time of
aaid diaalntinuation by a ~lIible financial periodical of TW"W'1"ed authority ehaII be uaed for
making such computation. Tenant aIao agrea to cooperate fully with the Landlord and other
bmanta of the Shopping Center in promoting the use of trade names and a10pna as may be
adopted for the Shopping Center, and all promotio.w and advertising aunpeigns, and pay any
special asaessrnents as are required by the Merchants' Aeaociation. Within thir1;y (301 da)'ll After
billing, Tenant agrea to pay in addition to the foregoing dues, a single initial a_eament equal to
the amount set forth in Se<:tJon "J" of the Indenture of Leaae for promotional expensea in
introducing the ahopping center to the market area. Tenant agreea that Landlord or its designee
DI8y in its sole discretitJn and under its exclusive control and aupel'Yieion provide the asllOCiation
with any or all of, and be reilllbursed by the association for providing the following; (il the servicea
of a marketing director and all sta<< and outside consultants (including professional marketing
service organlzatitJna) deemed neceAary by Landlord to catty out elf_ly the marketing and
public relatitJna objeeti..,a of the Merchants' Asaoeiation including, without limitation. all payroU,
payroll taxes and employee benefits of any auch diIcetor and atall'; (;'1 such reuonable amount of
, space within the ahopping center as DI8y be neeeasary (or the Merchants' AaaociatitJn, the rental
therefor to be comparable to the rentala for aimiIarly aized lmlant apace in LancIIord'a building;
(iii) all actual 006ta inculTed in advertising IUld promoting the Shopping Center, including without
limitation radio, newspaper, teJevision, direct and indirect eoata of services, artwork, copy,
printing. paper, atatitJnery and aupplies; IUld (ivj such offICe equipment, utilitiea and telephonea
as may be deemed necessary by the marketing director,
(b) Notwithatanding that Landlord may fonn the ASoodation as set forth above,
Landlord or the Landlord's designee reserves the right at lUly time and from time to time, without
Tenant'a consent or approval, to inatitute in its place a Promotion Fund to IUmiah IUld maintain
advertising IUld sales promotion. for the benefit of all tenants of the Shopping Center. Upon
formation of the Promotion Fund, the Association will turn over all amounts in its posseaaion to
Landlord or the LandIord'a designee which will open and maintain a bank aocount, &epa11lte from
all o( its other bank accounts, into which Landlord or the Land!ord'a designee ahalldepoait the
promotion fund contribution paid by Tenant, the aforesaid amount received from the Association,
as _U as other contributiona which Landlord or the Landlord's designee DI8y receiv<o from tlm.e to
time from other tenants of the Center (the aggregate of such funds on, hand from time to time
being referred to herein as the "Promotion Fund"), Upon turning over such lunda to Landlord or
the ,Uutdlord'a designee, the Aaaoeiation ahall be liquidated and diesolged. Commencing with the
formation of the Promotion Fund, and thereafter while the Promotion Fund ia in existence, Tenant
ahaJ1 pay to Landlord or the Land!ord'. dcaignee, as Tenant'a contribution to the PromotlDn Fund,
the initial charS" and an annual charge ("Promotion Charge") which'shall be in the same
amounts, including any CPr adJustmenla, aathe assesament Tenant would be required to pay to
the Aaaociation if the same was in effect, except that the annual charge shall be pa,yable monthly
toS"ther with inataDmenta o( Fixed Minimum Rent. The Promotion Fund ahall be used by
Landlord or the Landlord's designee to pay all costa and expenses all80ciated with the
implementation of an ongoing program for the promotion of the Shopping Center, which program
may include, without limitation, apcci.al ewnta, shows, displayB, aigns, seasonal events,
institutional advertising for the Shopping Center, Promotional literature and other activities
designed to attract cuatomera to the Shopping Center. In connection with the operation of the
Promotion Fund, Landlord or the Landlord'a designee ahall have the right to employ or cause to
be employed all promotitJnal services and peroonne1 which, in the judsment of the Landlord or the
Landlord'a designee, are nece88lUY to administer such ,lUncl and such promotional activities, and
such personnel shall be under the exclusive conlrollUld supeMaion of Landlord or the Landlord's
designee who shall have the sole authority to employ and discharge such personnel. The
14
D,IL<gIN.e... BodlelICROWN MASTER LEASE BODY"'"
lIl-IM')
Promotion Fund IIll\Y aI80 be ua<:d to defray the coat of administration of the Promotion Fund and
such advertising programs ineludin&. without limitation, the IIaIaJy of the promotion and
advertising director and related adminiatrative pe....nne~ rent and inllUrance. Landlord shaD
have no obligation to expend on such ongoing programa sny funds in exce88 of the annual sums
contributed to the PromOtion Fund after payment or aD such .dminiatrstive and other expenses.
(c) An sums required to be paid by TeJ:I8nt puRuant to this Article XV shaD be
deemed 'additional rent', 8haIl be payable without demand, deduction or offset, and for the
PUIJlOlll'S of ArticIea XVIII and XIX of this Lease 8haIl be re!'erred to aa the Promotion Charge,
(d) Notwithstandintl anythins; to the contrary contained herein, Landlord or the
Landlord's designee reserves the right, from time to time upon written notice to Tenant, to convert
the Aaaociation or Promotion Fund to any other entit;y selected !>y Landlord or the Landlord's
desi8nee to pedonn the senricea theretofore pedonned by the Aaeaciation or Promotion Fund.
Upon the formation of such entio/. the provillions of Sections (oj end/or (b) hencf which are then
in elfcet shaD cease and become nun and void, and thereafter Tenant 8haIl comply with the
charter or by-laws of such new entio/. Tenant shaD pay to such new entio/. Landlord, or the
Landlord'a designee, as directed by Landlord or the Landlord'a deaignee, the paymenta theretofore
required to be paid by Tenarit to the Aa8ociation or Promotion Fund.
Ie) If the Shopping Center. as lniliAlly conatructed, 8haIl be expanded by adding noor
area equal to more than ten percent (10%) of the Ooor an:a iniliAlly contained in the Shoppilltl
Center, Tenant ahaU pay to Landlord, on demand. an amount det:ermlned. by (i) multiplying the
tloor area of the demlaed premises by the average rate per llqUare foot of aD contributions which
tenants of the expansion an:a shall become obligated to make with respect to promotion and
advertising DC the initial opening of auch expansion for business, and (d) dividing the product
thus obtained by two (2}.
ART1CLB XVI
DB8T1lUCT1Olf OF LBABBD PREID8IIII
SECTION 16.01. Total or Partial Deatructinn.
(8) If the leased premiaea abaU be damaged by fire or other casualo/ covered by
Landlord's policies of fire and broe.d fonn extended eave..... lnaurance but are not thereby
rendered untenantable In whole or in part, subject to the IimiWiona hereafter IICt forth, Landlord,
at ita own expelIse, may cause such damage to be repain:d, and the "'nt shaD not be abated. If
by reason of such occurrence, the premiaea abaU be rendered unt=antab1e In whole or in part,
subject to the limitations hereafter set forth, Landlord, at ita own expense, may cause the damage
to be repeired and the Fixed Minimum Rent shall be abated proportionately... to the portion of
the premises rendered untenantable until the completion of Land1ord's repairs thereto, If the
leaaed premiaes shaD be damaged or destroyed by a fire or caaual1;Y, in whole or in part, and the
Landlonl, at ita option, decides not to repair and restore the premi_, Landlord shall have the
right, to be exercised by notice in writln& delivered to Tenant within aIxt;y (60) dl\Yll from and alter
the occum:nce of wch damqe Or destruc:tion, to cancel and terminate thia Lease. Either party
shall have the right, to be exercised by notice in writing, delivered to the other within thir1;y (30)
daya from and after my occurrence which renders the pmmae. wholly untenantable to cancel
thla Lease, if said deellUc:tion of the premi8ea occurs within the last three (3) years or the term of
this Lease, said canceUation to take efI'ect ninety (901 <Iaya from and after the receipt or such
notice by the ather party, and in such event this Lease and the tenancy hereby created shall
ceaee as of the afo",eaid canceUation <late, the rent to be adjuated as of such elate; provided,
however, that if Land10rd shall commence repeirs or reconstruction of the deetroyed premises
during the period prior to the canccllation date, the tenancy shaD remain in effect and said notice
o( cancellation shall be considered void. In no event abaU Landlord be obliga.ted to expend (or any
repairs or reconatruction pURuant to this Section 16.01 an amount in exec... of the insu.....ce
proceeds recovered by it and allocable to the damage to the leased premises after deduction
therefrom of Landlord's reasonable expensea in obtaining such proceeds and any amounta
required to be paid to Landlord's mortp.gee. Nothing in thill Section 8haIl be conatrued to permit
the abatement in whole or in part of the Percentage Rent, and the ,calculation of Percentage ReI1t
,shall be governed solely by Section 2.01(q hereot
, {bl If the Landlord is required to repair or reconstruct the leased premises pursuant
to the provision. of this Section 16.01, ita obligation shaD be limited to the building shell. Tenant
2S
D:\Lep1\Laoo IlodleolCROWN MASTDI. LEASE BODy,....
('1-17-9,)
at Tenanh expense 8hall promptlY perform all "'pain or restoration not required to be done, by
Landlord and shan promptly ",-enter the demised premioeo end commence doing buoine.. in
accordance with the provisions of this Lease, Landlord ohalJ not be liable for de1ayo occasioned
by adjustment of 108llC8 with insurance caniero or by any other cause 80 long as Landloi-d shall
proceed in gpod faith,
(e) Notwithstanding anything set forth herein to the contraty, Tenant ehall be
responsible fo< all repair8 end replacemenlll of daJnace and/or delItruction of the 1_ premisea
neceaaitated by burglary or attempted burglwy, or any other illegal Or forcible entry into the
demised premilletl,
SECTION 16,02, Partial Deatroction 01 ShoDm,", Center,
In the event that fill;y percent (50%) or more of the gro8lI leasable Iloor o.ru. of the
Shopping eenter aluill be damaaed or delltrll,yed by fire or-other c&uee notwithatanding that the
leased premi8eo may be unall'ected by ouch fire or other cauoe, Landlord aluill have the right, to
be exercised by noti<le in writing delivered to Tenant within ~ (60) days after aald o<eUrI'ence,
to cancel and terminate thia Leaoc, Upon the giving of ouch noti(:e, the tenn of this Le..... shall
expire by lap<< of time upon the fifteenth (15thl day after such notice is given and TetlMt ahall
vacate the 1_ P=ieea and surrender the same to Landlord.
AJtTJCUt XVII
BIIIDl&.rr DOlIAII'
SEer/ON 11.01. Total C".nnd""IVopnn.
If the whole of the demised premioeo shaD be ta1c:en by any public or quasi-public
authority under the power of eminent domain, condemnation or expropriation, or in the event of a
conveyance in lieu thereof, then this Lease 8hall terminate as of the date on which poeaeaaion of
the demlaed prcmi0e8 i8 required to be 8W'I'C!l4ered to the condemning authority, and Tenant
ohaIl have no claim &pinat Landlord or the condemning authority for the value of the unexpired
term of this Lease,
SECTION 11,02. Partial Condemnation,
If any pan of the Ieaaed premises aluill be 80 ta1c:en or conveyed and if such partial taking
or conveyance shall render the Jeaaed premises unsuitable for the buain..... of the Tenant, then
the term of this Lease ohalJ c..se and tenninate as of the date on which po_sion of the
demised premioea is required to be surrendered to the condemning authority and Tenant shall
have no claim against Landlord or the condeDlllin& autho~ for the value of any unexpired tenn
of thl. Lease. 10 the event ouch partial taking or conveyance is not extensive enough to render
the premlaes unsuitable for the business of Tenant, this, Leaae ohaIl continue in fun force and
errect except that the Fixed Minimum Rent and the Pen:ent.aec Rent GI'OIIll Sales Base ahall each
be reduced in the lI8llle proportion that the JIoor area of the d-'...d premisea .80 taloen or
conveyed beara to such Ooor area immediately prior to auch taking or conveyance, such reduction
commencing as of the date Tenant Ia required to aurrencler poooeaaion of such portion and with
respect to the day. during which the demised prmai... are not open for buain... the calculation
of PeroenJ:a&e Rent aha1J be acljusted in acx:ordance with Section 2.01(c) hereof. Landlord ahall
promptly restore the leased pIemioeo, to the extent of condemnation pr<><:eeds available for such
purpose, as nearly as pIILcticable to a condition DOmplU'llble to their condition as the time of such
condemnation le.. the portion It>ot in the taking or conveyane<> and Tenant ahall promptly make
all oeceeaary repair$, restoration and alterations of Tenanea fixtures, equipment and furnishings
and ahal/ promptly re-enter the leased premi_ and commence doing huain..... in accordance
with the proviaions of this Lease. For purpoaea of detennlnin, the amount of funds available for
restol'8.tion of the leased pretniaea from the condemnation award, aald amount will be deemed to
be that pan of the award which remains after po.yment of Landlord's reasonable expenaes
incurred in recovering same and of any amounts due to anymortgqee of Landlord, and which
represents a portion of the total anm 00 available (excluding any award or other compensation for
land) which ia equitably allocable to the leased pnomisea. ,
26
D:'......N..ea.. BodlalCROWN MASTER LEASE BODY.do<
(11-17-99)
SECTION 17.03, Partial Condemnation of ShoOtJinJ< Center,
tal If more than one-third (1/31 of the floor area of the buildings of which the
demised premieee are a part or more than one-third (1/31 of the leasable Ooor area of the
Shopping Center or more than one-thitd (1/31 of the Common Areas ehall be 80 taken or
conveyed. or (bl if any part of the parldng area in the Shopping Center Is 110 taken or conveyed
and as a reeult of such partial taking or conwyance the aIze, I8,yout or location of the remaining
parking fadlitiea will violate the requirements of the applicable zoning or oimilar law (or ~
permitted variance or exception thereto). then in any or all BUcb evento notwithatanding the fact
that the demised premises are not 110 token or conge,Yed, Landlord ehaJI have the rlsht and power,
at ito option to be ,exercised by written notice to Tenant, to terminate this Lease effective either
the date title vests in the condemning authority or the date Landlord ;" required to delM:r
poase88ion of the part 00 taken or conge,Yed; provided, however, in the event of a taking or
conveyance deacribed in clause (bl, if Landlord shall take Immediate stepa towards eliminating
such violatiOn, thl" Lease oh8l1 be unaft'eCU:d and remain in full f'on:e and elfeet. In any e'Id1t,
Tenant shall have no claim agsinat Landlord or the condemning a\lthority for the value of any
unexpired term of this Lease,
SECTION 17,04. lAndlord's llsm...es.
In the event of any condemnation or taking as hereinbefore provided, wh.ether whole or
partial, the Tenant 8lutIl not be entitled to any part of the award as damages orotherwi8e for auch
condemnation and Landlord and any mortgagee of Landlord are to receive the full amount of "ueb
award a" their reapeetive inten:.to may appear, Tenant hereby expreaely waives any rlsht or
claim to any part thereof and .osiano to Landlord any sueb right or c1aiDJ to which Tenant might
become entitled,
SECTION 11.05. Tenant's n."'UUII!PS~
,\Ithough .11 damagea in the event of any condemnation are to belong to the Landlord and
any mortgagee of Landlord as aforesaid, ""'ether auch <laJnap. are awarded a. full compenoation
for diminution in value of the leasehold or to the fee of the leased premises, Tenant shall have the
right to the extent that IIlUtle oh8l1 not dimlni1lh the Landlord'. or oueb mortgagee'. award to
claim and recover from the condemning authority, but not from Landlord or such mortpglOe.
ouch compensation as may be aepamtely awarded or recoverable by Tenant under the Eminent
Domain Code in Tenant's own right Cor or on account or. and limited solely to. any COllt to which
Tenant might be put in removing Tenant'" merchandioe, t'umiture, fixtures, and equipment.
AR'I1CLE xvm:
BAJuuwrlCl' OR IIfIOLVElIfCY
SECTION 18,01. Banlauot<:v or Insolvencv,
(e.) If at any time prior to the date hem.. fixed as the commencelMnt of the term of
this Leue or at any time thereafter there .haIl be filed by or apia.t Tenant in any court
pursuant to any statute either of the United States or of any stote, a petition in inoolvency, or If
Tenant make. an aooignment for the benefit of credltora or If there is en aOllignment by ope..tion
of law, or if Tenant mal<eo> application to Tenanr'. creditDro to settle or cOmpound or extend the
time ror P"Y"'ent of Tenant'. obligation. or IC any execution or attachment .haIl be levied upon
any of the Tenant's pro~ or the demised premises are taken or occupied or attempted to be
taken or occupied by oomeone other than the Tenant. then this Lease shall at the Landlord'.
option be canceDed and terminated anti, in which event, neither Tenant nor ~ person claiming
through or under Tenant or by virtue or any statute or of an order of any court shall be entitled to
poase8llion of the demi.ed premiaea.
(bl If at any time prior to the date herein fixed as the commencement of the tenn of
this Lease or at ~ time thereafter there .haIl be filed by or again"t Tenant in any court of the
United State. a petition in bankruptcy or ror reorganization or for the appointment of a receiver or
tru.tee of all or a portion or Tenant'. property, then this Lea... shall at the Landlord'. option be
canceUed and terminated if such cancellation or termination;" permitted by the applicable law. If
. sueb termination or cancellation is not pennitted by the applicable law, then: (i) upon the Ii1ing of
a petition by or againot Tenant under the Bankruptcy Code, Tenant, ... debtor and as debtor in
possession, and any tnlatee who may be appointed, agree to perform each and every obligation o(
27
)),,,-1ILaJe Bo4io\CROWN MASnR LEASE BODV"'""
(11-17-99)
Tenant u:nd~ this Leaac until such time as this Lease is either ~ or assumed by order of
the United States Bankntptcy Court; and to pay monthly in sdvance on the fl1'at d8,y of each
month aa reasonable compensation for use and occupancy of the Premiaea an amount equal to all
Annual Minimum Rent and Additional Rent; and to reject or as.wne this Lease within six1;y (60)
days of the filing of such petition under the Bankruptcy Code; and to give Landlord at least forty-
live (451 days prillr written notice of any proceeding relating to any lI8SUmption of this '-se; ""d
to give at least thirty (30). days prior written notice of any abandonment of the PremI_; any such
abandonment to be deemed a rejection of thi. Leaoc; and to do aD othct' thinp of benefit to
Landlord otherwiae required under the Bankruptcy Code; and to be deemed to have rejected this
Lease in the event of the failure to comply with any of the abovIo; and to hllVe consented to the .
entry of an order by an appropriste United State. Bankruptcy Court providing all of the above,
waiving notice and hearing of the enby of eame; (ii) no default of this Lcaoe by Tenant, either
prior to or subsequent to the f>ling of such a petition, shall be deemed to have been waiWld un1eaa
expre.sIy done eo in writing by Landlord; (ill) it is understood and aarecd that this is a Lease of
real property in a .hopping center and of nonresidential real property as such a lea... is de.cribed
or refened to in the Bankruptcy Code; (ivj included within and in sddilion to any other condition.
or obliptions imposed upon Tenant or Ita .ucc:es1lO1' in the event of aSllumption andj or
assignment arc the cure of any mllnctaIy defaults and the reimbursement of pecuniary 10as
within not more than thirty (30) days of aasumption andj or asllignment; and the deposit of an
additionaloum equal to th_ (3) months' Rent; and the u... of the Pnlmiscs a. ...t forth in the
Indenture of this Lease and the q,uality andj or line. of merchandise of any goods or ocrvices
required to be olfereel for sale arc unchanged; ond the reorganized debtor or assignee of such
debtor in po...ssion or of Tenant'. trustee demonstrates in writing that it has sufficient
background including, but not limited to, substantial retaiJinB experience in shopping cenlcnl of
comparable llisc and fmancial ability to operate a retail '8lablislunent out of this Leaoc; and the
Premi...., at all times, remains a single .tore and no physical cbange. of ony kind may be made
to the Premises unless in compliance with the applicable provisions of this Leaoc,
ARTICLB XIX
BVDTII OF DEFAULT; LAlUlLORD'8 RBIUl:DJE8
SECTION I g.O 1. Events of Default.
The fonowing shall constitute Events of Default:
(a) If Tenant defaults In the payment of any sum of money (whether Fixed Mlnimum
Rent, Perccntqe Rent, Tsx Rent, Tenant'. proportionate share of Operating Costs, the Utility
Charge, Promotion Charge, additional rent or otherwise) when due and such default shaIJ
continue for . period o( morc than ten (I OJ days after the date said payment is clue,
{b} Except .s to acts, defaults, omilsion. and/or occurrences characterized, defined,
denoted, or identified in this Lease aa DcUberate EYcnts of Default, if Tenant defaults in fullilIing
any of the other covenants of this Lease on Tenanes part to be perf'onned hereunder and such
default shall continue for the period within which pcr!llrDIlUlClC is rcq,uired to be made by SpecifIC
provision of this Lease, or, if no wch period i. provided, fdboen (151 days after the date of written
notice from Landlord to Tenant specifying the nature of said default, or, if the default 80 .pecified
shall be of auch a natlire that the same cannot be telllIonllbly cured or remedied within said
fifteen (151 day period, if Tenont shall not in good faith have commenced the curing or remedying
of ouch default within such fifteen (15) day period and shall not thereafter diligently proceed
therewith to completion.
(cl. If any execution or attachment shall be i88l1ed against Tenant or any of Tenant's
property and shall not be diacluugcd or vacated within ten (10) days after the issuance thereof.
(d) Any event deecribed in Section 18.ol,
(el If Tenant shall abandon the demised premises or if the demised premises shall be
pennittecl to become vacsnt, or shall fail to keep the demised premises continuously and
uninterruptedly open for business,
2Il
D,\LcpI\LaJe BodlalCAOWN MASTER LEASE BODY Aoe
(11.\7",,) .
SEC'rION 19,02. Deliberate Events or Default.
(a) Notwithstanding anything to the contraIy set forth in this Lease, if Tenant shall
deCault (I) in the timely payment or Fixed. Minimum Rent, l'ercentqe Rent, 1U Rent, Tenant's
proportionate share of Operating Costs, the Utility Charp, or Promotion Charge or in the timely
reporting of Gross Sales or any or them, and any "uch default ahall be repeated two (2) time" in
any period of twelve (12) months; or (2) in'the ped'o.~ance of any other covenant of this Lease
more than three (3) times in any period or twelve (12) month.. then, notwithstanding that ouch
default8 "haD have been cured within. the period after notice .. above JlI'O"ided, any further
similar default within such twelve (12) month period shall be deemed to be a Deliberate Event of
Default.
lb) Any default, act, omiHion or occunence ch~, definec\, denoted, or
identified elsewhere in this Lease 8S 8 Deliberate Event or Default shall alao be a Deliberate Event
of Default. .
(c) In the event of a Deliberate Event or DeCault, Landlord, without gMnlr Tenant any
notice and without affording Tenant an opportunity to cure the defall1t lTenant hereby speclllcalq
waMnC any right of tendel'j may cxerc;..., any or aD of its rights under thia Lease in addition to
, thoae it may have at law or in equity.
SECTION 19.03. Termination.
Upon .,.. after the occurrence of anyone or more of ench Event of Default or Deliberate
Event8 of Default, if the term shall not have conunenced, Landlord may immediately cancel this
Lease by written notice to Tenant, or if the tenn shaD have commen<>Od. Landlord may sene upon
Tenant a written notice that thia Lease and the term wUI terminate on a date to be specified
therein, which ahall not be less than ten (101 days after the date or euch notice and, in either
event, Tenant lIhall have no right to avoid the cancellation or termination by payment or any ""'"
due or by other perfonnance of any condition, term or covenant broken. Upon the date specified
in the aforesaid notice of termination, this Lease and the term hereof "haD terminate and come to
an end.. fulJy and completely .. if such date were the day herein definitely fixec1 for the end and
expiration of this Lease and such term, and Tenant ahaD then quit and surrender the demised
premisee W Landlord, but notwith.tanding any statute, rule of law, or decision of any court w the
contnuy, Tenant lIhall remain liab1e aa eet forth hereinafter. Notwithstanding Landlord's election
to terminate this Lease, Landlord may, at its option, reinstate this Lease at any time thereafter,
and a letter from Landlord, Agent or the attorney for Landlord or Agent setting forth Landlord's
exercise of its option 10 rem.tate the Lease lIhall be oufticient to reinstate this Leaae upon all of ita
terms and conditioDs, without any other notice 10 or from either party w the other,
SECTION 19.04. RiIlht of Po._"""~
Upon or after anyone or IDOre Events or DeCauh or Deliberate Event8 of Default; or if the
notice provided for above in Section 19.03 hereof shall hs.ve been given and this Le.... shall be
terminated; or if the demised premises become vacant or deaertec\; then, in all or any of such
event8, in addition 10, and not in lieu of, all other ~ of Landlord, Landlord may without
notice terminate all senicea (including, bu~ not limited to, the furnishing of utilities) and! or re-
enter the demised premises, either by force or otherwbe, and/or by 8U11UIUUy proceedings or
otherwiloe dieposoe.. Tenant and the Jepl repreoenta~ of Tenant or other occupant of the
demised premises, and remove their effects and repas.... and enjoy the demised premises,
together with aU altetations, additions and improvements, all without being liable 10 prosecution
or damages therefor.
SECTION 19,05. Additional Remedies of landlon!,
{a} In the event of any Event of Default, Deliberate Event of Default, re-enlly,
termination and/or disposse8llion by sUJDlDa1y proceedings or otherwiae, in addition 10, and Dot
in lieu of, all other remedies which Landlord has under this Lease, '1-llaw or in equil;y: (1) the
Fixed Minimum Rent shall become due thereupon and be paid up to the time of such re-enlly,
disposseoaion and/or expiration; and (2) landlord ma,y, in its sole discretion, relet the demised
premises or any part or parts thereof, either in the name of landlord or otherwise, for a term
wbich may at Landlord's option be less than or exceec\ the period which would otherwise have
constituted the balance at the term of this Leaa:e. and may grant concessions or free rent;
provided, howev<:r, landlord is expreasly under no obligation to relet the demised premises; and
(3) Tenant or the legal reprCoenta~ of Tenant shall also pay Landlord, at Landlord's option and
29
D:\LcpN.a.. Bodla\CROWN MASTER LEASE 8ODY.doe
(11-17-99)
whether or not Landlord has tenninated or cancelled this LealIe, 88 liquidated damage. Cor the
failure or Tenant to obeerve and perform said Tenont'. eovenantlll herein containcdifor each
month of the period which woukrothetWise have constituted the balance of the term, the exce..,
if any, of the 8\lJJl of one monthly in8tallment of Fixed Minimum Rent, one-twelfth (1/12th) of the
annual average Percentage Rent pe,yab1e hereunder for the three (3) IMIIe ye81'll immediately
preceding (or lor the entire preoedin& portion of the tenn of this Le88e if Jess than three (3} Jesse
years), the monthly portion of the payment of Tax Rent that would have been pllYable for the
period in question but for ouch re-ently or termination, the Utility Charge Pa,yable for such
month computed on the buia of the a"""*F monthly ehargc for the aaid three (31 preceding lea...
years or entire preceding portion of the term, as the C8lIC ma,y be, the monthly payment of
Tenant's current proportionate abare. of Operating Costa, the Promotion Charge computed on a
monthly baaie over the net amount, if ""y, of the renta actually collected on 8,CI:Ount of the lease
or lease. of the demised premises lor ouch month. The refusal or failure of Landlord to relet the
demised premiaea or IU1Y part or parts thereof shaU not reIeaae or affect Tenant's liability for
damages. In computins ouch liquidated .......V" there shall be added to the uld deficiency such
expenlleS a. Landlord ma,y incur in connection with re1ettin&, ouch .. Court COIIta, atforneya' fees
and disbur.eriienta, brokerage and DlaIIqCment fees and col'lU1li8eion., cost of putting and
keeping the demised premises in good order and costa of ~paring the demised preuU...s for
reletting as hereinafter provided, Any such Iiquidatcd damagea .ba11 be paid in monthly
instaJbnenta by Tenant on the day specified in this LealIe for the payment of Fixed Minimum Rent
and any action brought to collect the amount of deficiency Cor any month aba1I not prejudice in
any way either the rightlll of Landlord to eollcct the dcJic:iency for any subsequent month by a
similar proceeding; provided only that ouch liquidated damages ohaIl be reduced by the amount,
if any, of monthly liquidated damages roIIcctcd by Landlord minus the actual cost (ineludin&
attomeya' fees and costa) of collcctins such monthly Iiquidatcd damages, Landlord, at Landlord'.
option, ma,y make such alterations, repain, replacemcntlll ""d/or decoration8 in the dcmlaed
premise8 as Landlord in Landlord'. sole judgmcntconsider. advilJable and necelllWY for the
purpose ef reletting the demised premises; and the making of such a1terationa and/or decoration.
8ba11 not operate or be con8trued to release Tenant from liability hereunder as aforesaid.
Landlord ahaJl in no event be liable in ""y way whal80eYer for failure to relet the demiaed
premise., or, in the event that the dcmlaed premise8 arc relet, for failure to collcct the rent
thereof under 8uch re1etting,
(b) In any of the clreumatances mentioned in the foregoing Section 19.05(a) in which
Landlord sha1l have the right to hold Tenant liable .... therein provided, Landlord 8hall have the
election, in place and in8tead of holding Tenant so liable, forthwith to recover against Tenant, as
liquidated damages for Ios8 of the bargain and not as a penalty, a 8um equal to the Fixed
Minimum Rent multiplied by the number of month8 and ftaotional month which weuld have
constitul:e<l the balance of the term, together 1ritb co8l:8 and attorneys' fee8.
(c) In the event of a breach or threatened breach by Tenant ef any of the 'covenants
or provisions hereof, Landlord shaU have the right of injunction and the right to invoke any
remedy allowed at law or in equity as if re-enUy, oumnuuy proceedings and other remedies were
not herein provided for, Mention in this LeIl8C of any particular rcmccly shall not preclude
Landlord from any other remedies under thilo Lea8e, or now or hereafter existing at law or in
equity or by 8tstute,
(d) Tenant hereby expressly waives the ...rvice of notice of intention to re-enter or to
in8titu te Iega\ proceedings to that end and any and aU righta of redemption granted by or under
any present or future laws in the event of Tenant being evicted or dispo....88Cd for ""y cause, or
in the event of Land10rd obtaining po.lICMion of the dcmiaed premises by reason of the violation
by Tenant of any ef the covenants and conditions of this LealIe er otherwi.... The worda "re-enter"
""d "re-entry" as used in this Lease are not restricted to their lechnicallcgal meaning.
SEC1'ION 19.06, Confe..;,," of Judl!ftlcnl
(a) Upon the occurrence of any Event of Default, or in the event of a Deliberate Event
of Default 88 defined herein, Tenant hereby emJ'OW"fS any Prothonotaly er any attorney of any
court of ~rd within the Unitcd State. or elsewhere to appear fQr Tenant with declaration flied,
and confess judgment in favor of Landlord, its oucceooOn!l or assigna, a8 of any term, fer any
detennined amount to which Landlord would be entitled as dam8g1:s under the proviaions ef
Article XIX hereof including also an attomey's fee fer collection of the 88me of five percent (5%) of
the total amount of such damages, together with C08ts of suit, and Tenant hereby waives all
30
D:\LepI\Loll.. Bodlto\CROWN MASTER LEASE BODY.doc
(11,1'-991
errors, defects and imperfections in entering said judgment or in any writ, or procell8, or
proceeding thereon or thereto or in any wise touching or conCerning the eame: and for the
confession and enlly 0( such judgment, this Lease or a true and correct copy thereof shan be
sufticient warrant and authorit;y. The authorit;y and ~ contained herein shall not be
exhausted by one exercise thereof, but judgment may be confessed as aforesaid from time It) time
and as often as there is an oe<:urrence of any Event of Def&.ult, or in the event of a Deh~rate
Event of Default as defined herein; and furthermore auch authorlt;y and power may be exercieed
during the origirull term and any extension or renewal thereof, or after the expiration or earlier
termination of the term hereof,
(hI When this Lease shall be terminated or, c:anceUed by rellllOtl of the breach of any.
provision hereof, either during the orJsinal term 0( this Lease or any renewal thereof, and a100 ""
soon "" the term hereby created or any renewal thereof ohaII have expired, it ohaII be lawful fot'
any attorney U attorney for T<mant to fde an ~ment for entering in any court of competent
jurisdiction an amicable action and confession 0( judgment in ejectment against Tenant and all
persons claiming under Tenant for the recovery by Landlord of poosession of the demised
premi..... for which this Lease or a true and correct copy thereof shaIJ be his sufticient warrant,
whereupon. if Landlord 80 desUes. a writ of poaaeaaicm may iaaue forthwith, without any prior
writ or proceedinsa whatsoever, and provided that if for any reason after such action shall have
been commenced the same shan be terminated and poaseaaion remain In or be restored to
Tenant, Landlord shaIJ have the right upon any wbaequent default or defaulta, or upon the
termination or canceUation of this Lease as hereinbefore set forth, to bring one or more amicable
action or actions as hereinbefore set forth to recover pos.es,.;qn as aforesaid,
SECTION 19.07. Waivers,
(a~ Tenant expressly waives:
(II The benefit of all laws, now or hereafter in force, exempting any goods on
the demised premisea, or e1sewhere, from distraint, 1evy or sale in any 1ep1 proceedings taken by
Landlord to enforce any rights under this Lease.
(21 The benefit of all lawe now made or which may hereafter be made
regarding any limitation as to the goods upon which, or the time within which, dis_ is to be
made after the remowJ of goods, and fUrther re1ieves Landlord of the oblip.tion of proving or
identilYing such goods, it being the purpose and intent of this pt'IlYilIion that all goods of Tenant,
whether upon the demised premises or not, shall be liable to distrellll for rent.
(3~ The right to iswe a writ of replevin for the recovery of any goods seized
under a distress for rent or levy upon an execution for rent. de.maaes or otherwise.
(4) The ri&ht to dela;y execution on any real estate that may be levied upon to
collect any amount which may become due under the term8 and conditions of this Lea8e and any
right to have the same apptaised. and Tenant authorizes any Ptothonotary or clerlt to enter a writ
of execution or other proceaa upon Tenant's voluntary waiver and further agreca that said real
e.tate may be ooId on a writ of execution Or other proc:c:88.
(5) All ri&hts under any law. ordinance or ltatute relating to Landlord and
Tenant rights to the extent of hereby authorizing the sale of any goods disttained for ralt at
anytime after seven 171 da;ya from said diatraint without appraieement and condemnation thereof.
(6) The right to thn:e (3} months' notice and/or fifteen (15} or t:hirtr(30)
days' notice required under certain circumstances by The Pennsyl.....ia Landlord and Tenant Act
of 1951. as amended. h~by agreeing that any notice time period as required in this !.ea....
Agreement shaIJ be lufticient in either or any such case. Landlord and Tenant agree that this
Section (6) shal1 only be app1icable if the demised premises is situate in Pennaylwnia,
(b) The parties hereby waive trial by jury in any, action, proc:ceding or counterclaim
brought by either party apinst the other Dn any matter whataoeger ariaing out of, or in any way
connected with, this Lease, the relationship 0( Landlord and Tenant created hereby, Tenant's uee
or occupancy of the Demllled Premi.... Uld/ot' any claim for injury or damage. In the event
Landlord commences any action or proceeding for nonpayment of Minimum Rent or any item of
additional rent due hereunder. Tenant shan not interpose any counterclaim of any nature or
de8Cl'iptlon in any such action or proceeding. The foregoing. however. shall not be construed as a
waiver of Tenant's right to assert such claim in a separate action or proceeding instituted by
Tenant. .
31
D;ll4ol\Leue ....IaICJlOWN MASTER LUSE BODY.doc
(11-17-9')
.ARTICLB xx
1IISCBLLAD0U8
SECTION 20:0 I, Access bv Landlord,
Landlord ~ at all .......nable timea during the tcnn of this Lea... enter to inspect the
demised premise& and/or may show the de,msed premises and building to others, At any time
within one (11 year ;mm--1;a~ly prec:edin8 the expiraliml of the tcnn of this Leaee, Landlord llhall
have the right to diapllly 011 the exterior of the demi8ed premilea (but not 10 as to unreasonably
obstrUct the view thereof or acc:eas thereto} the customaty "For Rent" ai&n and during such period
Landlord may show the pmniaes and all pam thereoC to p......peelive tenants between the hours
of 9:00 A,M, and 9:00 P,M, on any day, Landlord aJao reaerws the right after notice of intention
to 80 enter (except that in the ....,.,t of an """"'F11"Y, no notice shall be required) to enter the
premilea at llI\Y time and from time to time to make such repairs, additions or a1ter8.tiona aa it
may deem nece888%Y for the aafet,y, improvement or preaenraliml thereof, or of the building in
which the demised premilea is contained, but Landlord _mes no obliption to do 80, and the
performance thereof by Lancl10rd ahall not constitute a W8iver of, Tenant's default in failing to
perform the lI8DIe, Landlord llhall in no ....,.,t be liable for any inconvenience, disturbanc:ea, Ioas
of buain_ or other damqe to Tenant by reuan of the performance by Landlord of any work in,
upon, above or under the demised premises, .If Tenant shaD have vacated or deserted the
demised premilea or, In the event of an emergency, or if In any other Instance after Landlord has
given notice of Lancllord'. intention to enter, Tenant or Tenant's employees shaD not be personally
present to permit an entty Into the demised premises, then, in any such event, Lancl10rd or Its
agents or employees may enter the same by the use of force or otherwise without rendering
Landlord liable therefor, and without in any manner alfeeting Tenant's obligations under this
Lease, The exercise of any such reeerved right by Landlord shaD not be deemed an eviction or
di.turbance of Tenant's use and ~aaion of the premises and shaD not render Landlord liable
in any manner to Tenant or to any other person, nor shaI1 the same constitute any grounds for an
abatement of any rent he~nder,
SECTION 20.02. Ho1"intF Over.
Should Tenant hold over in poss_ion of the demised premises after the expiration of
the tcrni hereof without the execution of a new 1_ agnoement Or extension or renewal
sgrcement, Tenant, at the option of Lancl1ord, shaD be deemed to be oeeupying the demised
premise. from month to month, subject to such occupancy being terminated by either party upon
at least thir1;y (301 day.' written notice, at the rental, including, but not limited to, Fixed
Minimum Rent computed at a rate 1Vhich i. double the Fixed Minimum Rent rate in effect for the
last full month of the term of this Lease, Percentage Rent, Tax Rent, Tenant's proportionate llhare
of Operating Coats, the Utility Charge, Promotion Charge, and additional rent all ca1culated, from
time to time, a. though the term of thi. Lease had continued and otherwise subject to all of the
other terms, covenants and conditions of the Lease Inaofar a. the 8lUI1e may be applicable to a
month to month tenancy,
SECTION 20,03, Su...--..nn
All rights, obligation. and liabilities herein given to, or imposed upon, the respective
partie. hereto ..hall extend to and bind the _rei. .....pe-.ti.ve heirs, executors, adminiatrators,
tru.tee., receivers, I_I repreaentativea, sucoeaors and .....igne of the said partiea; and, if there
ahall be more than one tenant, they shaI1 all be bound jointly and severally by the terms,
covenants and agreements herein, No rishts, however, ahaIl inure to the benefit of any a88lgnec,
~ representative, trustee, receiver, lep.tee or other personal representative of Tenant unlese
the assignment to such paI1;y ha. been approved by Landlord in writing as provided in Section
14,OI(aj hereof, Any reference to any department atDre herein ..hall apply to its succe88OJ'1l,
replacement. or ""signs,
SECTION 20,04, Ouiet Eniovment.
So long as Tenant llhaIl pay the rents herein provided within the respeetlve times
provided therefor, and provided and so long as Tenant ob8erves and performs all the covenants,
term and conditions on Tenant's pe.rt to be observed and performed, Tenant .hall peaceably and
quietly hold and enjoy the demioed premise. for the term hereby demised without hindran~ or
32
D,\l.opl\LeaIC BodleslCROWN MASI1!R LEASE BODV.doc
(11.17~)
intertUption by Landlonl oilUlY other penon or pcl'8OI1llla.wfuUy claiming by. through or under
Landlord. subject, nevertheless. to the terms lUld conditions of this Lease, Landlord's liability
under this Section shall cease upon a COIlveylUlCC by Landlord of the premises.
SECI'ION 20,05. ~,
The waiver by Landlord of any breach of any tetlD, covenant or condition herein .
contained shall not be deemed to be a waiver or any subsequent breach of the II/UI\e or a waiver of
any oth.... term, covenant or condition herein contained, The subsequent acceptance by Landlonl
of rent due hereunder or any or all other monelaly obligations of Tenant hereunder. whether or
not denoted as rent hereund..... shall not be deemed to be a waiver of any preceding breach by
TenlUlt of any term, covenant or condition of this Lease, other than the failure of Tenant to make
the particular ~t so accepted. repnlleas of Landlord's knowledge of euchpreceding breach
at the time of acceptance of suCh rent No covenant, term or condition of thia Lealie shall be
deemed to have been waived by Landlord, un1ess such waiver be in writing and executed by
Landlord,
SECTION 20.06, CUstom and U.......
Any la.w. usage or CU8tom to the contrary notwithstanding. Landlord ahaU have the right
at all limes to enforce the covenants lUld conditions of this Lease in strict accordance with the
terme hereof. notwithstanding any conduct or custom on the part of the Landlord in retraining
from 00 doing at lUlY time or times with respect to the Tenant hereunder or with respect to other
tenanta of the Shopping Center. The failure of Landlord atlUlY time or limes to enforce ita rights
under said covenants and provision. strictly in acconlance with the same shall not be construed
as having created a custom in any way or manner contrary to the specific terms, provisions lUld
covenantll of this Lealie or as having in lUlY WI>.Y or manner modified the !IlIJ1le,
SECI'ION 20.07, ~""".d and Satisfaction,
No payment by Tenant or receipt by Landlord of a lesser amount than any payment of
rent or additional rent henin stipulated ahaU be deemed to be other than on account of the
earliest stipulated rent or additional rent then due and payable, nor shall anyendOl'Bement or
statement on any check or any letter acl:Ompanying any check or payment as rent be deemed an
accord lUld satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or puraue any other remedy provided in this
Lease. at la.w or in equity.
SECI'ION 20.08. Performance of Tenant's CownanlB.
Tenant covenants lUld agrees that it will perform all agreementll and observe all
covenants herein expreaeecl on ita part to be perfonned and observed lUld that it will promptly,
upon receipt of written notice specifying action deaired by Landlord in connection with any such
agreement or covenant, comply with such notice; and fUrther, that if Tenant &hall not comply
with any such notice to lite saliafaction of Landlord prior to the date on which such
noncompliance would constitute an Event of Default, in addition to. and not in lieu of or in
limitation of any other remedy which Landlord may have pwinJant to this Lease, at law or in
equity. Landlord may, but .hall not be obligated to, enter upon the premise. and do the things
specifIed in said notice. LancI10rd shall haw no liability to Tenant for any loss or damage
reau1tinll in any way from such action and Tenant agrees to pay upon demand, as additional rent,
any expense incurred by Landlord in taking such action, Notwithstanding the foregoing"
Landlord'. performance of any or all of Tenanrs covenants shall not rele..... Tenant from liability
for non-performance.
SECI'ION 20.09. Entire Aorreement.
The Indenture of Lease. the Lease Agreement, the Exhibits and Rider, if any, oct forth all
the covenants, promises, agreemenl8, conditions and understandings between Landlord and
Tenant concerning the demi8ed premi8es and there are no c:ovenants, promises, agreements,
conditions or understandings, either oral or written, between them other than as herein set forth.
All prior communications, negotiations, arrangements, representations, agreementa and
understandings. whether oral, written or both, between the parties hereto, and their
representatives. are merged henin al!d extinguished. this Lease superseding and canceling the
same. Exeept as herein otherwise provided,. no 8ubsequent alteration, amendment.. change or
33
D,\LepN.<ue IIodIaICROWN MASTER LEASE ~ODY.do.
(11-\7-99)
addition to this Leaee ohaII be binding upon Landlord or Tenant unless reduced to writing and
executed by the party spinsl which ouch IIUboequent alterations, smendment, change Or
modif1C8.tion is to be enforced. If any provision contained in any rider hereto is inconsistent with
any printed provisions of this Lease, the provision cOntained in ouch rider ohaIl supersede said
printed proviolon. Tenant hereby acknowledges that: <al this Leaee contains no restrictive
covenants or exclusive. in fa..". of Tenant; (bl this Lea.. ohaIl not be deemed or interpreted to
contain, by implication or otherwise, any WatTanly, representation or agreement Oti the part of
Landlord that any department store or regional or national chain store or any other merchant
shall open for business or occupy or continue to occupy any premises in or a<\joining the
Shopping Center during the term of this Lea.. Dr any part thereQf and Tenant hereby expressly
waives all clainl with respect thenoto and aclcnowledge8 that Tenant is not relYing on any such
warrant;)', repre....tation or agreement by Landlord e1thei- all a matter of inducement in entering
into this Lease or as a condition of this LealIe or as a covenant by Landlord,
SECTION 20,10. No Partnershio,
Landlord does not, In any WB;f or for any purpose, become a partner of Tenant in the
conduct of its business, or othetwioe, or joint venturer or a member of a joint enterprise with
Tenant. The provisions of this Lease relaq to the Percentage Rent payable hereunder are
included solely for the purpose of providing a method whereby adequate rent is to be measured
and ascertained.
SECTION20,1l. ~
All paymenlB of rent and any and all other manebuy obligations of Tenant a=uing
hereunder, whether or not denoted all rent, shall be JllIic! to Landlord or its agent at the addreoa
set forth in the Indenture of Lease, until Tenant is notified otherwi8e in writing. and all notices
given to Landlord hereunder ohall be in wriq and forwarded to it at ouch address, postage
prepaid, by registered or certified maIl, return receipt requesl!=d. or prepaid by any nationally
RlCOgnized express or oventiBht mall delivery service which provides proOf of receipt. All notices
to Tenant shall be forwarded to it at the addre88 set forth in the Indenture of Lease, until
Landlord is notified otherwise in wriq, by postage preJlllic!. resi.tered Dr certified maIl, return
receipt requested. Dr prepaid by any nationally recogni2led express or overniSht maIl delivery
service which provides proof of receipt, or by delivery in person and in the event of a delivety in
peraon, the afi'Jdavit of the person making wch delivety ohaIl be conclusive proof of the delivety
and of the date and time of such deliveJy. All notices shall be deemed to have been given on the
dale when deposited in the mail rec:eptac:les maintained by the corporation which has been
chartered by the United States ~ent to operate and deliver the maIl. deposited with the
express or ovemitlht maIl service as aforesaid Dr, in the case of notic:ea delivered in person to
Tenant, when sO delivered. Notices by the Landlord may be given on its behalf by Agent or by any
attorney for Landlord or Agent. '
SECTJON 20.12. Cautions and rn"~
The u.ptions and index appearing in this Lease are inserted only as a matter of
convenience and in no WB;f define, limit, construe Dr describe the scope or intent or ouch ....tion.
Dr articles of this Lease nor in any _y affect this Lease.
SECTION 20.13. Tenant Defined: U.. of Pronoun,
The word "Tenant' shall be deemed and taken to mean each and every person or P&rW
mentioned as e. Tenant herein, be the same one or more; and. if there shsn be more then one
Tenant, any notice required or permitted by the term of this Lease may be given by Dr to anyone
thereof, and ohall have the same force and ef[ect as if given by or to all thereof, The use of the
neuter singular pronoun to refer to Landlord Or Tenant shall be deemed a proper reference even
though Landlord or Tenant may be an individual, a partnership, e. corporation. or a group or two
or more individuals Dr corporations. The nec:ea8aIy grammatic:al change. required to make the
provisions of this Lease apply in the plunIl number where there is more than one Landlord Dr
Tenant and to either corporations, all8DCiotions, partnerships or individuals, males or females,
.hall in all instance. be assumed as though in each case fully expressed.
34
D:\LqaJlLed. BocIlaICROWN lIIA511!;R LEASE BODY.doc
(11-IM9)
SECI'lON 20.14, Nemtion of Penonal Liability.
, Notwithstanding anything contained herein to the contnuy, Tenant agrees that Landlord
shall have no personal liabilily with _peet to eny of the provisions of this Lease and Tenant
shall look aolely to the estate and properly of Landlord in the land and buildinlls comprising the
Shopping Center of which the demised premises fonns a part for the satisfaction of Tenant's
reinedies, including, without limitation, the collection of any judament or the enforcement of any
other judicial process requiring the payment or expenditure of money by Landlord In the event of
any default or breach by Landlord with respect to any of the terms and provisions of this Lease to
be observed and/or performed by Landlord, subject, however, to the prior righta or any holder of
any Mortpge covering all or part of the Shopping Center,' and no other as...ts of Landlord or any
principal of Landlord ahal1 be subject to levy, execution or other judicial procesa for the
satisfaclion of Tenanrs claim and, in the event Tenant obtains a judgment ap.inst Landlord; the
judgment docket shall be so noted, This Section shall inute to the benefit of Landlord's
successors and assigns and their respective principals.
The refe<en<:es to "Landlord' in this Lease shall be limited to mean and include only the
owner of the Shopping Center of which the Premises furma a part. In the event or a aaIe or
transfer of such Interest (except a Mortgage or other transfer as eecurily for a debt), the
"Landlord" initiaJl3' named herein, or in the case of a subsequent tranafer, the transferor, as of the
date of such transfer, shall be automatically released from all liability for the performance or
observance of any term, condition, covenant or obligation required to be performed or observed by
Landlord hereunder; and the transferee shall be deemed to have assumed sll of, such tenns,
conditions, covenants and obligations except as to pre-exiating defaul18 by Landlord. The
covenants and obligations contained In this Lease to be performed on the part of "Landlord" shall
be binding on the Landlord or any transferor only during the periods in which it is a Landlord
hereunder. The name and designation Crown American Really Tru&t is the name of the Trust
and the collective designation of the Trustees, from time to time under the Declaration of Trust
amended and restated sa of August 6,1993, and u may be further amended and/or restated, and
all persons dealing with the Crown American Realty Trust must look solely to the Shopping
Center for the enforcement of any c1aims against Crown American Really Trust, 8S neither the
Trustees, ollicers, sacn18 or shareholders of the Crown American Realty Trust ....sume any
personal liability for obligations entered into by the Crown American Realt;Y Trust by reason of
their _tatus as said Trustee, officer, agent or eah.areholder.
SECTION 20,15, Elfect of Governmentsl Limitation On Rents and Other CharRes,
In the event that any law, decision, rule or regulation of any governmental body having
jurisdiction ahall have the effect of limiting for any period of time the amount of rent or other
charges payable by Tenant to any amount less than that otherwise provided pursuant to this
Lease, the following amounts shall nevertheless be payable by Tenant: (al throughout such period
of limitation, Tenant shall remain liable for the maximum amount of rent and other chatges
which are legally ~ {without regard to any limitation to the amount thereof __sed in
this Lease except that all 8JtI01.In18 payable by reason of this SectiDn 20.15 ahall not in the
aggregate exx:eed the total of all amounts which would otherwise be plIYable by Tenant pursuant
to the tenns of this Lease for the period of limitation), (b) at the tennlnation of such period of
limitation, Tenant shall plIY to Landlord, on demand but only to the extent legally collectible by
Landlord, any amounts which would have been due from the Tenant during the period of
limitation but which were not paid because of such limiting law, decision, rule or regulation, and
(cl for the remaining term of this Lease foUowing the period of limitation, Tenant sball pay to
Landlord all _ounts due for such portion of the term of this Lease in accordanC!' with the terms
hereof calculated as though there had been no intervening period of limitation.
SECTION 20.16. Partiallnvallditv: Seoarate CovenanlB.
If any term, covenant or condition of this Lease or the application thenoof 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 persons or circumstances other than those
as to which it is held invalid or unenforceable ahall not be aJl'ected thereby and each term,
covenant and condition of this Lease shall be valid and be enforced to the ruUest extent permitted
by law. Furthennore, each coVenant, agreement, obligation and other provision contained in this
Lease: is. and shall be deemed and construed as, a separate and jndependent covenant of the
33
P:lL'lal\Leott a_CROWN MASTER LEASE BODY,d..,
(IH7-99)
party bound by, undertaking or making the saine, and not dependent on any other provision of
this LealIe unless exprese!y 80 provided,
SECTION 20,17. R..n>n1in...
Tenant ahan not record this Lease without tho written consent of Landlord, If Tenant
requests, and Landlord consents, the parties shall execute and acknowledge a short form of Lease
for recording purpo""s wtUch shall be recorded at Tenant's expenae,
SECJ10N 20.18. Brola!ralle ('~mi.-inn,
Landlord and Tenant each warrant to the other that neither haa been represented by any
Broker with regard to this Lease Asrcement. Further, Landlord and Tenant each agree to
indemnitY and hold harm1eaa the other ahCl\lId any claim be made by any Broker claiming to ha....
represented either Landlord or Tenant regarding this Leue Agreement.
SECTION 20,19, Construction,
It is the intent of the parties ~to that if my term, CClYCIl8Dt, condition or agreement of
this Lease i. capable of two or more con.auctions, one or more of which would' render tho
provision void, and the other or others of which ....".ld 1'e1\der. the provision valid, then the
provision .hall ha"" the meaning or mcaninga which would render it valid.
SECTION 20.20, Pemetuitv.
If the term of this Lease ahan not have commenced within three (3) ,.,..... of the date
hereol, then this Lease automatically shall become null and void and both Landlord and Tenant
shall be relieved of aU obligations hereunder,
SECTION 20.21. Choice of lAw,
ThJ. Lease ahaU be construed and enforoecl in accordanoe with the 1aWl< and jurisdiction
of the State in which the demised premises is situate.
SECTION 20,22, Joint PreDBr8.tion.
This Lea... is to be deemed to have been prepared jointly by tho partie. ~to and any
uncertainty or 8J11bigulty existing herein, if any, shall not be interpreted spinst any par1;y, but
shall be interpreted acxording to the application of the rules of interpretation for arm's length
agreementa,
SECI'ION 20.23. Interlineation,
Whenever in this Lease any printed portion has been stricken out, whether or not any
relative pJVYiaion haa been added, this Lease ahaU be con.trued al if tho material 80 stricken was
n....r included herein and no inference ahaII be drawn from the material 80 stricken out which
would be' inconsistent in any WlI3' with the consauction or Interpretation which would be
appropriate if such material were n....r contained herein.
SECTION 20.24. Submission of T -- to Tenant.
THE SUBMISSION BY LANDLORD TO TENANT OF. THIS LEASE SHALL HAVE NO
BINDING FORCE OR EFFECT, SHAlL NOT CONSTJTtn'E AN OmON FOR THE LEASiNG OF
THE DEMISED PREMISES, NOR CONFER ANY RlG1rI'S OR IMPOSE ANY OBUGA110NS UPON
EITHER PARTY UNTIL THE EXECUTION THEREOF BY lANDLORD AND THE DELIVERY OF AN
EXECUTED ORIGINAL COPY THEREOF TO TENANT OR ITS REPRESENTATIVE.
36
D:\LepllLeo.. _\CROWN MASTER LEASE BODy,....
(11-17.99)
R....... Dale: ~. 21, 1m
CAPITAL CITY MALL
CAMP HILL, PENNSYLVANIA
EXIUBIT "A"
Food Court Retail Kiosk - As-Is
LAilDLORD ......RAy AwonOtndlDOll8 AIID 'l'D'.urr _ THAT TIaIAIIT 18 A FooD COllltT
TiI:IL\B'r .
L ...... of tile tolJowlq; _... or eapruat.au JIa1re, tor tile ....,... of tile hctloD ud tor tile
po..- of~ ....... lbe _..... eel: tortIa:
A. "Food Court" means that certain portiDn or those certain portions of the Shopping Center
conoioting of the Food Court Seating ARe. and the Rentable Area of the Food Court .. shown
on Exhibit"B' attached to each of the Iea8ea for Food Court Tenan18.
B. "Food Court Retail" means all those tenants delSignated by Landlord from time to time as Food
Court Tenants.
C, "Food Court Seating Area" means that portion of those portions of the Food Court not
intended, from time to time by Landlord, to be Jeued to Food Court Tenants and which
portiDn or portions are part of the common areas and are shown on Exhibit "S" attached to
each of the leases for Food Court Tenants.
D. "Food Court Tenant" means a tenant whose Delllisecl Pn:mise8 are designated from time to
time by Landlord to ohare in common with other tenants of a similar nature, the costs of
maintaining and operating the Food Court Seating area in the manner oct forth in this Section
and who comprise Food Court Retail. .
E, "Rentable Area of the Food Court" mean. the Groaa ~ble Area of all areas within the Food
Court leased to Food Court Tenants.
F. "Food Court Seating Area Costa" mean. lbose coats and expenaea incurred as a result of the
maintenance and operation of lbe Food Court Seating Area (including those incurred in the
maintenance and operation of we;/! area as a part of the common areas), Such coats and
expenses include, without limiting the genenility of the fOJCflOin&: (a) coats of bua-boy and
cleaning services and garbage and waste coUectlon and disposal; (bl rental of equipment and
sip.; lei repairs or replacements to, and maintenance and operation of, the Food Court
Seating Area, the fixtu..... and equipment including HVAC serving the Food Court Seating
Area; [d) depreciation of all fbcturea, equipment, intere.t on the un-depreciated capital cost of
all fixture.. equipment, facilities and improvements serving the Food Court Seating Area; (eJ
the coat of additional security, policing md supervl.ion for the Food Court Seating Area; and
(t) and administrative fee of fifteen percent (15%) of the tola1 annual costa tocurred in the
maintenance and operation of Food Court Seating Area.
" .... 1
D:\Lep1\Uue Ilodlco\MuolCa1fe.CapitlllClIy-EsblblM.doe
-G. "'FaeEl CsuFt. PRlplAieaate ilhaN- "!IIRI aR tV-lIBt "8'1Ual ta t.fte 811Rl sf tka &IIl8'\Hlts
deUJmined iR (1) and ~J lu~ whilh 8ha1l111 aft amlllBt .lIMr 1111 thaR lite BUm: eBtame&
~. mW"sIlyiRg the 81f11M'1l feet 8flslr area .fthe ((,_..iii P--:-'lIlIy tit. SQ.. sf!
1. ORe haU' sf the Peed ~8UFt Eea&ns: .\Na ~8"8 1M the tun Y.eer RNltiplieElIty Il (MetieR.
the Ryma..., el whi,h Iii. till TeRaBt.. graBs 8a1... fer the aaleRw;ye&f', &:HII the
deRlMiRater Bf whish. 8h8Il Be ilIe -II Ipk rmrllRt If .CRlBB ~_I__. (ae 11ISh. .FIIl ie
tl.rlRfJEl ill *8 HBIU!eH'" 1...... Be aR Fea. gauR T__. iReluding T-eRIIRt) ..'8"'8 ily
all Vald Ce1lJlt tlRMte.
2. ORe half ef Uu hId ~e\Ht Si... t.Aa Cu. far Ute [Iau Year awkipliea By a frast:leR,
the BU....Nter sf wIli_ is the ON I' '.~,-I"1 .\Na If tAe G8IIlieed R~J.lMSes~ &fl. lite
dlBsJBin&t8f Be wbieh. is tile R:eRtalide .."___ If MI. ~... C'NR.
Tenant shall pay to Landlord ita Food Court Proportionate Share: each month within
r~n (15) days after the end of each month during the tenn of this Lease in an amount
eqUal to one percent (1%) of the monthly GI'08ll Sale. &om 811 buaineaa conducted on the
leased premiaea by or under Tenant, for the m.t (1"1 fullleaae year and two percent (2%1
of the Monthly Gro.. Salea for each leaae year in the balance of the term of this Leaae,
Notwithstanding anything act forth in Section 2,03 (a) of this Leaae to the contrary,
Tenant agrees that no later than the fifteenth (15th) day after the end of each calendar
month during the tenn of this Lease, Tenant shall submit to landlord an itemized and
accurate written statement aigned by Tenant, its duly authorized . officer or duly
authorized representative, reflecting the full amount of Gro88 Salea made during the
preceding calendar month,
In the event that the commencement date of the first leaae year of the teim of this Leaae
shall be a clay other than the first clay of the calendar month, or in the event that the
expiration date of the flnt leaac year of the tenn of thi. Leaae sh811 be a day other than
the last day of the calendar month, in either event, such fractional month is hereby
deemed to be a "month" for the purpoae of this Rider.
H, In the event Tenant doe& not submit a report of Oros. Sal... on a timely basis as required in
Article II of the Lease Agreement, Tenant', Gross Sales for purpoaes of calculating Tenant'.
Food Court Proportionate Share: aha1l be deemed to be the product of the Tenant'. square feet
area timea the highest Oross Sales per aquare: foot reported by Food Court Retail Tenants for
the calendar year.
II. The follawlac pl'O'fi8lclu, Ia ..41tto. to the other pnwlalo.. or thla Leuo, .hall apply to
Food Coart TeIulata.
A. 'In each Lease year, Tenant sh811 pay to Landlord Tenant'. Food Court Proportionate Share of
the Food Court Seating Area Co.ts, in addition to the Fixed Minimum Rent and other charge
required to be paid pursuant to this Lea8e, including, without limitation, the Common Area
Charge.
B. Tenant's Food Court Proportionate Share a. set out in this Paragraph Is applicable ~ of the
Food Court Tenanta and, for the purpoae of this Section, such Food Court Tenants will be the
~ tenants in the Shopping Center TCsponaible for the payment of Food Court Seating Area
Costs.
C, Notwithatanding the foregoing, Landlord haa the right &om time to time to relocate or
relUTll11ge the Food Court and the Food Court Seating Area and to extend or expand the Food
Court and the Food Court Seating Area including designating other portions of the common
areas immediately adjacent to the Food Court and, in such event; the provisions of this
Paragraphshall apply, .
..... a
D:lLqallLta.. __....CaIfe.C.p1.IOty-E..ibi..A.doe
,I
D. The Tenant shall reimbul'8e the Landlord its pro rata share of the capital costs and will
suheequently reimb\lfse the Landlord for the maintenance and upkeep expense incurred by
the Landlord for; sanitary sewer lines, and air conditioning of the Food Qmrt Seating Area.
E. Tenant acknowledges and agreea that it is a condition of this Lease that Landlord reserves the
right to formulate, determine and enforce such merchandising policies, standards and
practices for the Food Court as Landlord determines necessary or advisable in the best
interest of the overa1l operation of the Food Court and the Shopping Center in order that '
Landlord may properly and efficiently lIIIpervise and tnanage the Food Court and the
Shopping Center all a whole, and the Tenant agrees to be bound by and to comply with such
policies, standards and practices,
Without limiting the generality of the foregoing. Tenant, at all times during the Lease Tenn, in
the operation of its bulSiness in the Food Court, will abide by all ntles and regulations and
directions of Landlord relating to lal the health and sanitary conditions of the Demised
Premiaes, the Food Court and eJI1p1oyeea of Tenant in the Food Court; (hI standards and
quality of merchandise and men:handising as determined by Landlord; (c) custollleJ' relations
and resolution of COlIlplaints of custo""",,; (<I) such other matters as Landlord detennines
from the time to time with respect to the operation of the Food Court. AU of Tenant's
personnel working at its sales counter(s) shall be siaUlarly attired in uniforms of Tenant's
choice. Such unifonns shall be kept in a neat and clean condition at all times and their
design shall be in keeping with the flJ'8t~...., high quality imase of the Shopping Center.
The llItlounts payable by Tenant purllUallt to this Section m~ be estimated by Landlord for
such period as Landlord determines from time to time, and Tenant agrees to ~ to Landlord
Tenant's Food Court Proportionate Share, as 80 estime.ted. of such lUIlOunts in monthly
insta1lments in advance dur41g lIIIch period together with other pe,yments of rent provided for
in this lease. FoUowlng the end of the ~1~A.r yur for which such estimated payments have
been made, LandlOrd shall deliver to Tenant a sta~nt of the Food Court Seating Area
Costs, together with a statement of the Tenant's Food Court Proportionate Share of such
costs; and, if nece&Sll1Y, an a<Vustment shall be made between the parties in the manner
hereinafter set forth. If Tenant has paid in excess of the amounts due, the excess shall be
credited by landlord against Tenant's futuno payments of Tenant's Food Court Seating Area
coats, If the amount Tenant has paid is less than the amounts due, Tenant agrees to ~ any
such additional amounts due with the next monthly paytl1ent of Fixed Minimum Rent. If any
Lease Year during. the Lease Term is _ter or less than any such period determined by
Landlord as aforesaid, Tenant's Food Court Proportionate Share shall be subject to a per
diem, pro rata adjustment. '
Ill. A. Tenant has inspected the premises and agree. to accept the Premises iD. an "as is" condition,
Except as provided in the foregoing Lease Agreement, Landlord shall not be required to
expend any amount of money or do any other act which might be required to make the
demised premises suitable for the use permitted in the Lease Agreement.
B. Tenant covenants that the maximum size of the kiosk design and construction does not
exceed the dimensions shown on Psce 1 of this Lease and has a maximum counter height of
forty-two (42") 80 to allow see-through capacity to other points in the mall,.
C, Tenant shall not damage or penetrate the rna1l 1Io0r, ceiling or surrounding mall area to"
accommodate the kiosk structure in the demised apace, The kiosk shall not be attached to
the lIo<>r in any manner other than set on the rna1l floor.
D. Tenant shall obsetve and maintain a high. quality, professional signing policy within its
demised premises, No flashing. moving or large sign. will be I1sed, Kiosk signage must
conform to Llmdlord'. sign requirements. If sitPuIae Is to be replaced, Tenant must submit
manufacturer's sign shop drawingaj.) for Landlord approval prior to fabrication or insta1lation.
'_3
D:\UpI\l.M.. __.....CaII"~.pllolOty-b.iblt-A.dae
Any &ignis) erected in violation of criteria or without approval of desigrl or installation from the
Landlord, shall give the Landlord the right to remove such &ign(s) at the Tenant's cost.
E, Any construction and decoration in the de~ premises shall be at Tenant's aole C(lst and
expense,
F. Mandatory ConstrUction! Remodeling Requirements:
If the kiosk is new or has not been remodeled oc replaced within the last five (5) years, the
following requirements will apply. If the kiosk is existing and hu been remodeled within the
past Ii... (5) years, remodeling requirements will be enforoed at Land1ord.'s option,
1. Minimal kiosk conatructlon{remodeling requirementB would include all new materials,
casework. 'finishes and signa&e.
2, All electrical work shall comply with the latest National Code (K,E,C.), and all Federal,
state atld Local Cod..., Landlord does not pennit
Exposed light aource (c:onceaIed cablDeby Ii&l>tlng penni..ible),
Romex or ax wiring - All wiring must be in conduit.
3. The tenant's kiosk design, drawings, specllications IUId construction must comply with
all the Landlotd requirements preaented within the Tenant Design and Construction
Criteria Handbook. Tenant, tenant'. agents, tenant's an:hitllCt and/or engineer, and
tenant's conlractora(sl end/or aubc:ontract<>r1s) are responsible to comply with all
Landlord requirements and apeclfication..
4. Tenant shall be required to attain all necessary approvals and permits from alate. and
local governing authorities including a final inspection and a Certificate of Occupancy
ss required. Tenant shall also comply with any requirements of the American's with
Disabilities Act (A,D.A,) as applicable and .... IDIUldated by local and state authorities.
Q, Tenant's Plans and SpeclIication.:
1, Complete profCtl8ionally prepared working drawings and specif'lClltions shall be
submitted for review and/ oc approval by LandJord within thirty (30) days after the
Landlord providea the tenant with a criteria package for the demisedspaee,
Drawinp and SpeclflC8tionS shall be prepared end BlTMged in three (3) categorie.:
Architectural, Mechanical and Electrical, Each group shall be clearly designated.
Plans ""all be drawn st 1/4" scale or larger, on a standard paper size no larger
than 30" ,,42" throughout.
2. During all phases or plan development and prior to bidding or commencing of
construction, the tenant shall make a physical on-aite inspection of the demised
space and verify conditions, dimensions, elc, of the demi8ed space, Failure to do 80
shall be at the risk and sole elCpCI1IIe of tenant,
3, Landlord's plan review and/or approval is for compliance with Landlord's criteria
only, and un. approval does not relieve tenant of responsibility for compliance with
local, state and federal codes, and regulatory agencies llO""ming this sres..
'nle lee sliIll.tblle far BF8.'VI.iRg .....,.. B.Rd a,,19IFBl hy LanrilBFa is '800 gg IeF a Kieek..
Yw. VI,," be ilN'rviell~: 11'_ apfJWiW vi '88 .AJ1 ins &AI ,.yalrl, 1ie l..aRdl9Nl ,rief' te
8,en4Rg) 6\lr Kia"
H, Tenant's Conslr\\ction:
... "
D:\Lq./ILa..lIodleolM..1IiC1IIr...c.pJOdCI.,...hIll.....A.dae
I. Notwith.tanding anything to the contrary contained in thi. lea.., agreement, Ihe
execution hereoC is expreealy made .ubject to and contingent upon the compliance
of the kioak criteria and the fonnal approval of the kioak deaign by the Landlord
and, until aald COnnal approVal is givan by Landlord, Landlord may at the
Landlord'. option, cancel this lease by giving tenant written notice oC same,
In no event shall the tenant commence work or deliver/install anything within the
man until Connal approval i. given by the Landlord.
2. Upon approval by the LandlOrd of the lenanh plana and .peci11ca.tion., the tenant
is "",poncble to cauoe con.trUction to promptly commence and will uoe every effort
to cau"" the demilled space to be compleald (including the aile of double shiCt laborj
in order to open (0,: buaine... in accordance with the terms of this '-Ie.
3, Tenant shall n~ the Landlord a minimum of one (11 week prior to moving onto
the job to commence construction. Tenant must aIao check in with the mall
manager (or general construction .upcrviaor if .tin on the project! lU\d present
him/her with a set of approved plan. along with the building permit number (where
applicablel,
4. AU work must be performed by bonaflde licensed contractor{sl and confonn with all
applicable law., rule., regulation.. specification.. codes and .tandard.. e.tabliahed
by regulatory Il&""cies or the Landlord.
5, Landlord, in ita ao1e diacretion, and for any reaaon, shall have the right to order
tenant to termina:te any construction work being performed by or on behalf of tenant
in the demi8ecl preml...., Upon notiflCBtion from Landlord to tenant. to ceB10C any
.uch work, tenant shall forthwith. remove from the demised premi8e. aU agent.,
employee. and contr8ctora of the tenanes perfol'lllinlauch work until such time aa
Landlord shall have givan its con.ent for the resumptions of such construction
work and tenant shall have no claim for damage oC any nature whatsoever agsinst
Landlord in connection therewith.
6, TetUUlt shan be responaible for making neceaeary IlI11ll1gements, to include coats,
for all permanent utility semee for the demised apace,
7, Tenant's progress and workmanship is subject to Landlord's inspection and
approval. Any violation involving the Tenant's store construction .hall be
COITeCted and made ac""Ptablc to the Landlord, at the Tenant's sole tesponaibilily
and coat. Tenanh Callure to correct violationa within fifteen (IS) days oC notice of
same to the tenant shall, at Landlord'. option, reault in correction of same by
Landlonl or its Il&""t related costa win be billed to the tenant as additional rent
under the terms and condition. of the lease, '
8, Upon completion of construction, tenant or its agent or ita contractor will obtain
final inspeetion of the demised space by the building authorities and deliver a copy
of the Certificate of Occupancy In the Landlord prior In opening.
IV, Compliance:
A. The tenant's store deaign, drawings, speciflCBtions and conatruction must comply witb
aU the Landlord requirements preaented within the Tenant Design &; Construction
Criteria Handbook. Tenant, tenant's agents, tenant'. architect and/or engineer, and
tenant's contractor{s) and/or subcontractor{s) are responsible to comply with all
Landlord requirements or specifICations,
"- 5
D'\LcpI\lM.. __...iCaIT..c.plColC\ly-Es~l-A.'"
B, TelUlllt shall be requ~ to attain all neceasary approval., permits, and certiflC8.tion..
from .tate and local governing authorities including a anal in.pection and a Certl1lcate
of Occupancy, lIS required. Tenant ohaII aIoo comply with any requirements of,the
American'. with Disabilitie. Act (A,D,A,) a. applicable and lIS mandated by local and
state authorities.
C. Haooudou. MaterWa: Tenant and/or ita architect and/or contractor(.) and/or
aubcontractoti.) shall not .pecify, furnish, in.ta11 or uoe any materWa containlng any
hazardous or C8.l'1:inoIenle producing material. in the completion of tenant'. work. Ten
(10) working de3r. after completion of tenant'. work, tenant'. architect ohaIl deliver to
Landlord a certiflC8.tion that none of the materiale used in the completion or tenant'. work'
contain. hazardou./or carclnogenic producing materWa,
D. Waiver of Lien.:
I. Tenant agrees to enter into Waiver of J,ien. Aflreemenbl or Waiver of Righta to file
Lien contract with any of ita contractors, subcontractors, materialmen, or other
person. furnishing oervlces, labor or materiaJs concerning, in any way, work to be
completed in part, or while, in connection with tenant'. work and provide Lanc1Jord
with copy(ies) of same.
2. Any mechanic'. lien filed against the demised premiee. or the shopping center for
work claimed to ha... been done or for material. c1aimed to have been furnished to
tenant shall be di8charged within twenl,y (20) day. after filing, by bonding or a.
provided or required by law or in any other lawful manner. Tenant'. failure to
comply with this (Paragraph IV, D, 1 and 21 shall be deemed an Event of Default.
E. After Tenant open. for bu.in..., Landlord will be responsihle for removing Tenant'.
prbage, excluding grease trap residue, rmm the demised .pace to a compactor and/ or
holding binl.), Tenant ohalI contact mall management ollice prior to opening for
buolne.... to make all necessary IUT81\pmenta for prb8ge remowl. Tenant i.
responsible to oeparate dry garbage from wet gorbqe and suitably bag and/or
containerize same .. directed by the Landlord, ^ charp for garbap removal will be
levied on the Tenant based on a fixed fee, subject to periodic eocalation, comparable to
existing local rates.
F. Gna.. Trap ......w...1 ad II'alIlte_: Tenant .ball install a new grease trap for the
excluol... use of their premiaea, Tenant,.t their own expense, will maintain the grease
trap. Tbe tenant must place in force and keep in force for the full term of the 1_
agreement a service contract with a reputable licensed diapoaal company for coUection
and dispoaaI of all grease for the demised apace. A copy of the agreement muet be
delivered to the Landlord prior to Tenant opening for bu.in.... Landlord reaervea the
right to in.pect the grease trap to insure that it ill being properly cleaned and maintained
and, if not, Landlord will have same c1eaned and maintained at Tenant'. coat.
"- .
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CROWN AMBRICAr\!
LE-ASE PLAN
CAPIT AL CITY MALL
-
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UTILITY 8CIIBDllLB
RATa.
1. Utility Services 8hal1 be fUmiahed to Individual tenanto as needed. Tenant agreea
to u"" and p"y for utility ~ supplied by Landlord .. additional rent under the Lease on a
monthly baaie. I..andIord may eatlmate such periodic biIIinp IUld confum and/or acijuet """"e on
a le88 frequent basis. ChaQIea for utility service 8hal1 be in accordance with Tenant's use
categoIj' BB if Tenant were oervlced directly by the Ioc&1 public utility or llJunicipal authority then
supplying utility service to the Shopping Center (the 'tarift"1 and any supp/ellJenta thereto (lr any
tariffs issued to supersede aaid tari(f, which m~ hereafter be flied, and Tenant ahalI alao P4lY any
taxes, surcharges, impooltions, penalties or (lther additional charges applicable to the utility
se<vice used by it which are not included In the aforeaaid rate and tariff, provided that such
taxes, 8W'charges, impoeltions or (lther charges are required by law to be ClIllected from Tsnant (If
are paid by Lancl)(lrd to lto supplier (If utility service.
2. N(ltwithstanding anything C!lntained herein to the cantraIj', in the event that the
rate which would be charged by a public utility f(lr equivalent amounts (If service becx>mea
insufficient to ""mpen88.te Landklnl for the retUIClnsble Cllet8 of supplying utilities to Tenant, then
Landlord shall be entitled to c!uujje Tenant an amount equal to the actua1 ""st of supplying the
utility ""rvice, together with an amount not to exceed 15% (If each utility bilL
3. In no event shall Landlord be liable Cor the quaIity, quantity. failure or
interruption of any utility service to the demised premises.
4. The Landlord may, at Its option, install an EnelllY Management System to
ellicienUy conserve utility u88.gC. Tenant qrees to p~ a monthly ch.uge (If $50.00 as Tenant's
share of the Energy Management System purcbaoe, inBta1lment, maintenance and upgrade costo.
Tenant shall remit this c!uujje, which will be separately identl1led in the original ln90ice. as part
of the Tenant's regular monthly utility ~ent.
BLBCTRIC 8BRVIC&
Electric enerv supplied hereunder by Landlord shtill be n(lmlnaUy sixty-eycle,
unregulated alternating current, in the Corm oC 3 phase, 4 wires, and of a voltage deolgnsted by
Landlord. Installation of Tenant's electric facilitiea shall be in conformity with the Lease, the
National Electric Code and the requiremenIB of the public utility or municipal authority then
l'umishlng electricity to the Shopping Center.
If Tenant is replacing a prior tenant in the demioed premises. Landlord will charge the
new Tenant a $150.00 charge Cor the transfer (lC utility services re8p!lnaibillties from Landlord to
new Tenant.
RIGHT TO CUT.oJ'J'.
Landlord 8hal1 have the right to discontinue lIB utility service to Tenant and to remove iIB
properl;f from Tenant's premises whenever billa for utilitiea are in arrears beyond the grace period
set forth in the Lease, or in cue Tenant fails to comply with (lr perform any of the terms,
conditions or obligations or violates lOlly of the covenants ""t forth In the Lea"" beyond the grace
period set forth in the Lease.
APPLICATlOII J'OR VTIUrY 8BRVICB.
Tenant shall IIl8kc application for utility ""rvice to Landlord, in accordance with rules
and regulations set forth in Landlord's Utility booklet, where such service is supplied by
Landlord.
D:\Leaol\Lea... B...ue.\CIowD-_1t C-6-21-9!1.doa
. .
EXHIBIT "D"
(Page 1 of 3)
Espresso Drinks
Espresso COD Panna
Espresso .MAttbiato
Amerkano Ri!.gularlF\avors
CaDDneclno
Regular (no flavor)
Amaretto Bianca
C.ho~DdDo
Vanina
Assorted flavors etc...... Hazelnut. French VanDla
Cafre Mocha
Regular (DO flavor)
MiJkyJWa'Y
Roeky- road
Bavarian Chocolate
Assorted FbvoJ"S etc.,.,.. Swirl Truf1le. ltaun Chocolate
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(Page 2 of 3)
,
Caffe LaUe
llegWar (no flnor)
VlIIIRinS
French Vanilla
Hucb.\lrt
Caramel
Assorted Flavors ete.... .
Casa CoDCOdl.,gD
Double Duteb CIloeolate
German Cl.tocolaQ:
Cinnabon-bon
It.qli..., Vanilla
White Truffle
lUtman Mocl18
Granita Frost Shake
LaUe Style
Moclta &;yle
Fruit Fb.von
Assorted FTavon etc....
'anini SaDd~/ JI'ffl t
Cracked Pepper Turkey
HaDJ and Salami
Pastrami
Roast Beer
Veal
Tuscany Chicken
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(P"-ge 3 of 3)
Espresso Floats
White Cb~()late
Dark .Belgfan
Fruits .
Assorted FlavoR etc...._
Gourmet Bot Choco_atel Steamer
Regular
Choco Man!
. _ .C.hoeo Mint
A$$oyted Flavors ek....
Fresh Bakerv Goods
Cream Cheese Croissant
Assorted Strudel
Assorted Cinnamon Buns
Asso'tted Pam~r
BiscoUis
ChO(:olate Covered Espresso Bean
Assorte.d.ltaUau Cab Desserts (tiramisu etc),..
Orwn1d Goods
Loose Leaf Tea
Coffee Beans
ltaJiJln Imported Chocolate
Flavor Syru~
Gift Basket
Mug Cup etc,...
AMENDMENT OF LE~SE
, ,,'.l ..
THIS AMENDMENT OF LEASE. msde iyI this JJ'" day of (I,"'/t";r.<.
2003. by CROWN AMERICAN CAPITAL CITY ASSOCIATES, L.P., a Pennsylvania
Limited Partnership. by CROWN AMERICAN CAPITAL CITY ASSOCIATES, a Delaware
business trust and wholly-owned subsidiary of Crown American Really Trust, as Sole General
Psrtner. with its offices l!lCllted at pasquerills Plaza, Johnstown, Pennsylvania I S90 I {hereinafter
called ~Landlord'I,and CASA MANI CAFFE, INC"
trading as CASA MANI CAFFE.
with an address at 210 W. LocUSl Street, Enol... PA 17025 (hereinafter called ~Tenant").
WITNESSETH:
WHEREAS. by Indenture of Lesse and Lease Agreement dated January 20. 2003.
Landlord leased and demised to Tenanl a certain kiosk premises. No. WTK.l. loeated in the
Carital Citv Mall, Camp Hill. Pennsylvania. (hereinafter referred to as the "Lease"); and
WHEREAS, Landlord snd Tenant wish to amend the Lease in the manner and to the
extent as hereinafter provided.
NOW, THEREFORE, in c(lnsideration of the premises and mutual promises herein set
forth. Landlord and Tenant agree that the Lease be and is amended in the following manner:
I. Leased Premises (Paragraph A. (If the Indenture) shsll be deleted in its entirely
and restated lIS follows:
~ A. ,-- Premises.
Landlord hereby leases t(l Tenant and Tenant hereby rents from Landlord the st(lre
premises (hereinafter referred to as the ''premises'', "leased premises" or "demised premises")
outlined in red on the plan attached as Exhibit "8" hereto, flOW erected or hereafter to be erected
as part of a shopping center to be initially known as Cauital City Mall; 3506 Capital City Mall
Drive. Camp Hill. Pennsylvania 17011.1003,
(hereinafter referred,t(l lIS the "Center". "Shopping Center" or "entire premises" and initially
comprising the area shown in Exhibit "B"), the demised premises being measured and described
by the following dimensions which are measured from the outside building lines of each wall of
the demised premises or. in the ease of those walls separating the demised premises from other
stores in the Shopping Center. from the center lines (If such walls: (WTK. I)
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IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYL VANIA
PR CAPn AL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MANI CAFFE, INC., )
)
Derendant. )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
CIVIL ACTION - LAW
No. 05-896
AFFIDAVIT OF SERVICE OF
NOTICE UNDER RULE 2958.1 OF
JUDGMENT AND EXECUTION
THEREON, NOTICE OF
DEFENDANT'S RIGHTS, NOTICE
TO DEFENDANT PURSUANT TO
42 PA. CONS. STAT. ANN. ~2737.1,
AND NOTICE UNDER RULE
2973.2 OF JUDGMENT AND
EXECUTION, NOTICE OF
DEFENDANT'S RIGHTS
Filed on Behalf ofthe Plaintiff,
PR Capital City Limited Partnership
Counsel of Record for this Party:
Stephen S. Zubrow
PAID 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, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CASA MAN! CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. 05-896
AFFIDAVIT OF SERVICE OF NOTICE UNDER RULE 2958.1 OF JUDGMENT
AND EXECUTION THEREON, NOTICE OF DEFENDANT'S RIGHTS, NOTICE TO
DEFENDANT PURSUANT TO 42 PA. CONS. STAT. ANN. ~2737.1, AND NOTICE
UNDER RULE 2973.2 OF JUDGMENT AND EXECUTION,
NOTICE OF DEFENDANT'S RIGHTS
I, Dana 1. Munhall, being duly sworn according to law, hereby certifY that:
I. I served upon Casa Mani Caffe, Inc., Defendant in the within action, an original
Notice Under Rule 2958.1 of Judgment and Execution Thereon, Notice of Defendant's Rights,
an original Notice to Defendant Pursuant to 42 PA. Cons. Stat. Ann. S2737.l, and an original
Notice Under Rule 2973.2 of Judgment and Execution, Notice of Defendant's Rights by United
States Certified Mail, Return Receipt Requested on the 28th day of February, 2005. True and
correct copies of said Notices are attached hereto as Exhibits A, B, and C, respectively; and
2. Attached hereto as Exhibit D is the original certified return receipt issued by the
United States Post Office, providing proof of service of the Notice Under Rule 2958.1 of
Judgment and Execution Thereon, Notice of Defendant's Rights, Notice to Defendant Pursuant
to 42 P A. Cons. Stat. Ann. S2737.1, and Notice Under Rule 2973.2 of Judgment and Execution,
Notice of Defendant's Rights on February 28,2005.
ana L. Munhall
MARCUS & SHAPlRA LLP
35th Floor, One Oxford Centre
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Sworn to and subscribed
before me this day of
March,2005. -
Notary Public
My Commission Expires:
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYL VANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
~ )
)
CASA MANI CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. 05-896
NOTICE UNDER RULE 2973.2 OF JUDGMENT AND EXECUTION
NOTICE OF DEFENDANTS' RIGHTS
TO: CASA MANI CAFFE, INe.,
A judgment for possession of real property has been entered against you and in favor of
the Plaintiff without any prior notice and hearing based on a confession of judgment contained in
a written agreement or other paper allegedly signed by you. The sheriff may remove you from
the property at any time after thirty (30) days after the date on which this notice is served on you.
You may have legal rights to defeat the judgment or to prevent your being removed from
the property. ANY PETITION SEEKING RELIEF FROM THE ruDGMENT MUST BE
FILED WITHIN THIRTY (30) DAYS AFTER THE DATE ON WInCH THIS NOTICE IS
SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Cumberland Lawyer Referral Service
Cumberland County Courthouse, 4th Floor
Carlisle, PA 17013
(717) 240-6200
t\\-J~' I .
ephen S. Zubrow
Dana L. Munhall
MARCUS & SHAPIRA LLP
35th Floor, One Oxford Centre
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Exhibit A
IN THE COURT OF,COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
~ )
)
CASA MANI CAFFE, INC., )
)
Defundant. )
CIVIL DIVISION
No. 05-895
NOTICE TO DEFENDANT PURSUANT TO 42 PA. CONS. STAT. ANN. & 2737.1
TO: CASA MANI CAFFE, INe.
Pursuant to 42 Pa.C.S. 92737.1, please take notice that the Plaintiff in this matter has
entered a judgment by confession against you in the amount of $42,927 .72.
You are entitled to file a petition to "strike" or "open" the judgment. In order to do so,
you must promptly file a petition with the Court of Common Pleas of Cumberland County,
Pennsylvania, as required by Rule 2959 of the Pennsylvania Rules of Civil Procedure. You file a
petition by leaving it with the clerk of courts or Prothonotary at the courthouse in Carlisle,
Cumberland County.
A petition is a formal statement of your reasons for challenging the judgment. You must
include the names of the parties at the top of the first page and the case number, which is shown
above. The petition must state your reasons for challenging the judgment in separate numbered
paragraphs. You have to sign the petition and include a sworn statement at the end of the
document verifYing that the facts you state in the petition are true and accurate. You will waive
any defenses and objections not included in your petition to strike or open. You must therefore
make every effort to raise all possible issues and defenses in your petition to strike or open in
order to avoid waiving any claims.
If you elect to file a petition, it must meet the requirements of Rule 2959 of the Rules of
Civil Procedure. A fully copy of Rule 2959 is attached to this Notice. You may also have to
comply with local rules of procedure in effect in the county where the judgment was entered.
If you do not file a petition challenging the judgment, the Plaintiff may take steps to
collect on the judgment by asking the Sheriff to seize your assets. Accordingly, you should
immediately seek the advice of attorney. If you wish to discuss the matter with an attorney but
do not know how to find one, you may request a referral by contacting the following agency:
Exhibit B
C1:l1l1berland Lawyer Referral Service
Cumberland County Courthouse, 4th Floor
Carlisle, P A 17013
(717) 240-6200
Corporations may be unable to represent themselves in court. If the defendants include a
corporation, the corporation must appear through an attorney if it intends to challenge the
judgment.
You may receive other papers and notices regarding the judgment. Those other papers do
not negate or override this Notice. Likewise, this Notice is not intended to and does not negate
any of the notices or information obtained in other papers that may be served upon you.
We reiterate that you are required to act promptly if you wish to seek relief from the
judgment. Under certain circumstances, you have only 30 days in which to file a petition after
papers are served on you. Even if the 30 day rule does not apply, you must act promptly in order
to protect your interests. Failing to act in a timely manner wiU render you unable to challenge
the judgment at a later time.
If you were incorrectly identified and the judgment was entered against you in error,
you may be entitled to collect costs and reasonable attorney's fees as determined by the Court.
Dated: February .d-2, 2005
;'\ I I / l
By: /.vG"- [./:( IV ,'0",~'ivLi
Ste en 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
Rule 2959. Striking Off or Opening Judgment; Pleadings; Procedure
(a)(1).Relieffrom a judgment by confession shall be sought
by petition. Except as provided in subparagraph (2), all grounds for
relief whether to strike off the judgment or to open it must be
asserted in a single petition. The petition may be filed in the county
in which the judgment was originally entered, in any county to
which the judgment has been transferred or in any other county in
which the sheriff has received a writ of execution directed to the
sheriff to enforce the judgment.
(2) The ground that the waIver of the due process rights of
notice and hearing was not voluntary, intelligent and knowing shall
be raised onlY
(i) in support of a further request for a stay of execution
where the court has not stayed execution despite the timely
filing of a petition for relief from the judgment and the
presentation of prima facie evidence of a defense; and
(ii) as provided by Rule 2958.3 or Rule 2973.3.
(3) Ifwritten notice is served upon the petitioner pursuant
to Rule 2956. I (c)(2) or Rule 2973.I(c), the petition shall be filed
within thirty days after such service. Unless the defendant can
demonstrate that there were compelling reasons for the delay, a
petition not timely filed shall be denied.
(b) If the petition states prima facie grounds for relief the
court shall issue a rule to show cause and may grant a stay of
proceedings. After being served with a copy of the petition the
plaintiff shall file an answer on or before the return day of the rule.
The return day of the rule shall be fixed by the court by local rule
or special order.
(c) A party waives all defenses and objections which are
not included in the petition or answer.
(d) The petition and the rule to show cause and the answer
shalLbe served as provided in Rule 440.
(e) The court shall dispose of the rule on petition and
answer, and on any testimony, depositions, admissions and other
evidence. The court for cause shown may stay proceedings on thc
petition insofar as it seeks to open the judgment pending
disposition of the application to strike off the judgment. If
evidence is produced which in a jury trial would require the issues
to be submitted to the jury the court shall open the judgment.
(f) The lien of the judgment or of any levy or attachment
shall be preserved while the proceedings to strike off or open the
judgment are pending.
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLV ANlA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
~ )
)
CASA MANl CAFFE, INe., )
)
Defendant. . )
CIVIL DIVISION
No. 05-895
,NOTICE UNDER RULE 2958.1 OF JUDGMENT A.l'ID EXECUTION THEREON
NOTICE OF DEFENDANTS' RIGHTS
TO: CASA MANl CAFFE, INC.,
A judgment in the amount of $42,927.72 has been entered against you and in favor of the
Plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money or
other property to pay the judgment at any time after thirty (30) days after the date on which this
notice is served on you.. .
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE
JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IFYOUDO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP.
Cumberland Lawyer Referral Service
Cumberland County Courthouse, 4th Floor
Carlisle, P A 170 I3
(717) 240-6200
)~t~tr- L-. AJ I\, vi.^tv\; \.
ephen S. Zubrow
Dana L. MunhaIl
MARCUS & SHAPIRA LLP
35th Floor, One Oxford Centre
.301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Exhibit C
. Complete Items 1, 2, and 3. Also complete
item 4 if Restricted Delivery is desired.
. Print your name and address on the reverse
so that we can return the card to you.
. Attach this card to the back of the mail piece.
or on the front if space permits.
1. &:~~~.I Cl+rc, .~.
Cu.p I fd: e f~ kcill..
3% CG.f'tcJI emj .Uan bnVe.
O!s..kV ~1I,~1 1
\ I DI)
2. Article Number
rr"",_trom_1abeIJ
PS Form 3811, February 2004
D Agent
Addressee
C.;-.Da. te oj,DeI,
OJ-d'i;-U.)
D. Is delivery address different from Item 1? D Yes
If YES, enter delivery address below: 0 No
3. Service Type
c/Certlfied Mail
o Registered
o Insured Mail
4. Restricted Delivery? (Extra Fee) D Yes
7004 0550 0000 8858 5548
10259S..()2-M-1540
Domestic Return Receipt
Exhibit D
.
CERTIFICATE OF SERVICE
The undersigned hereby certifies that a true and correct copy ofthe foregoing Affidavit of
Service of Notice Under Rule 2958.1 of Judgment and Execution Thereon, Notice of
Defendants' Rights, Notice to Defendant Pursuant to 42 P A. Cons. Stat. Ann. 92737.1, and
Notice Under Rule 2973.2 of Judgment and Execution, Notice of Defendant's Rights was served
upon the following by United States mail, first class service, postage prepaid, this t) f1\ day of
March, 2005:
Casa Mani Caffe, Inc.
Capital City Mall
3506 Capital City Mall Drive
Camp Hill, PA 17011
~
'.
-"',
'",.'
----
-
.--------
-
,
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
)
Plaintiff, )
)
v. )
)
CAS A MANI CAFFE, INe., )
)
Defendant. )
)
)
)
CIVIL DIVISION
No. 05-896
PRAECIPE FOR WRIT OF POSSESSION UPON A CONFESSED JUDGMEN
To the Prothonotary:
Kindly issue a Writ of Possession upon the judgment in ejectment entered by confe IOn
in the above matter to take possession of property located at the Capital City Mall, 3506 C ital
City Mall Drive, Camp Hill, PA 17011, Kiosk No. WTK-l, also known as Casa Mani Caf e,
Inc.
Date: April 26, 2005
tephen S. Zubrow (PA I.D. No. 435 3)
Dana L. Munhall (PA 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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CERTIFICATION
I certify that:
(1) This praecipe is based upon a judgment entered by confession, and
(b) Notice has been served pursuant to Rule 2973.1 at least thirty days pri r to
the filing of this praecipe as evidenced by an Affidavit of Service filed of
record.
Date: April 26, 2005
tephen S. Zubrow (P A LD. No. 43523
Dana L. Munhall (P A LD. 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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IN THE COURT OF COMMON P AS OF
CUMBERLAND COUNTY, PENNS :VANIA
No. 05-896 CIVIL Term
No. Term
Costs
Att'y. $ 15.00
PI'ff (s) $
Prothy. $ 1.00
,
WRIT OF POSSESSION (Ejectment Proceedings PRep 3160 - 3165 et .)
PR CAPITAL CITY LIMITED
PARTNERSHIP
CAS A MANI CAFFE, INC.
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND:
To the Sheriff of
CUMBERLAND
County, Pennsylvania
(1) To satisfy the judgment for possession in the above matter you are directed to deliver po session of the
following described property to:
PR CAPITAL CITY LIMITED PARTNERSHIP
Plaintiff (s)
being: (Premises as follows):
PROPERTY LOCATED AT CAPITAL CITY MALL
3506 CAPITAL CITY MALL DRIVE
CAMP HILL PA 17011
KIOSK NO. WTK-1
ALSO KNOWN AS CASA MANI CAFFE, INC.
(2) To satisfy the costs against the defendant (s) you are directed to levy upon any property of the defen-
dant (s) and sell hislher (or their) interest therein.
CURTIS R. LONG
(SEAL)
ounty, Pennsylvania
Date
APRIL 29, 2005
By:
Deputy
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By virtue of this writ, on the day of
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Sworn and subscribed to before me this
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So Answers,
day of
Sheriff
Prothonotary
By
Deputv
WRIT OF POSSESSION (Ejectment Proceedings PRep 3160 - 3165 etc.)
PR CAPITAL CITY LIMITED
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
PARTNERSHIP
vs.
No. 05-896 CIVIL Term
No. Term
Costs
Att'y. $ 15.00
Pl'ff (s) $
Prothy. $ 1.00
CASA MANI CAFFE, INC.
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND:
To the Sheriff of
CUMBERLAND
County, Pennsylvania
(]) To satisfy the judgment for possession in the above matter you are directed to deliver possession of the
following described property to:
PR CAPITAL CITY LIMITED PARTNERSHIP
Plaintiff (s)
being: (Premises as follows):
PROPERTY LOCATED AT CAPITAL CITY MALL
3506 CAPITAL CITY MALL DRIVE
CAMP HILL PA 17011
KIOSK NO. WTK-l
ALSO KNOWN AS CASA MANI CAFFE, INC.
(2) To satisfy the costs against the defendant (s) you are directed to levy upon any property of the defen-
dant (s) and sell his/her (or their) interest therein.
CURTIS R. LONG
(SEAL)
of Cumberland County. Pennsylvania
Date
APRIL 29, 2005
By:
I
Deputy
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By virtue of this writ, on the day of
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have possession of the premises described with the appurtenances, and
WRIT OF POSSESSION RETURNED STAYED PER ATTY THIS DATE.
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SHERIFF'S RETURN:
Docketing
Pro thy
Poundage
Surcharge
Advance Costs: 150.00
Sheriff's Costs: 39.78
110.22
18.00
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20.00
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Rpfundprl to Atty on 6/3/0'
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day of
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND COUNTY, PENNSYLVANIA
PR CAPITAL CITY LIMITED PARTNERSHIP, )
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Plaintiff, )
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v. )
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CASA MANI CAFFE, INC., )
)
Defendant. )
CIVIL DIVISION
No. 05-896
PRAECIPE TO SATISFY JUDGMENT
TO: PROTHONOTARY OF CUMBERLAND COUNTY
Please mark this case settled and all judgments satisfied as to all claims raised.
Dated: Julyll,2005
By: \l;n1(L-.- ~
~hen S. ubro
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 9-qtJday of July, 2005:
Hubert X. Gilroy, Esquire
Broujos & Gilroy, P.C.
4 North Hanover Street
Carlisle, PA 17013
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