HomeMy WebLinkAbout05-0964
r
-
-
-
--
..
?
;~
Os - qu;
Cl~lL ~~ ~
COMMONWEALTH OF PENNSYLVANIA,
COUNTY OF FRANKLIN
} 88.
I, Linda L. Beard, Prothonotary of the Court of Common Pleas in and for said
County, do hereby certify that the foregoing is a full, true and correct copy of the
whole record of the case therein stated, wherein .~l}. f.~l1q.'\1~.~l1g. ;L.:i.TQ.H~.q . .
.~cp;t!1.~1;'l?P.,i.p' ~ . 13.U.c;C;~13.~q:r. P.Y. . '\1?-m~ . ~P.a.l1g~. .t;q . ~!.qW. AnJ~r;i..c.(p').. . . . .
Financing Partnership, L.P.,
Plaintiff, and Debhie. c.orpor.ation~. t/~/.b/a .Your. .Hai.r: .Connecti.ou,
............................................................................... ..
Defendant, so full and entire as the same remains of record before the said Court, as No. .4QO~.-:4~ J.2. . .
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of said Court, this
~.t;q.. ~.a.y. . 9f. .~~P!.4q.rY.,. . ?9PS.
...~.Cl.Vx3~~.
I, J.Qb.1;1.. E,. . Walk~r.,. . . . . . . . . . . . . . . . . . . . . . . . . . President Judge of the Court of Common Pleas of
the 39th Judicial District, Franklin County Branch, do certify that Linda L. Beard, Prothonotary, by whom
the annexed record, certificate and attestation were made and given, and who, in her own proper
handwriting, thereunto subscribed her name and affixed the seal of the Court of Common Pleas of said
County, was at the time of so doing and now is Prothonotary in and for said County in the Commonwealth of
Pennsylvania, duly commissioned and qualified; to all of whose acts, as such, full faith and credit are and
ought to be given, as well in Courts of Judicature as elsewhere, and that the sai cord, certificate a
attestation are in due form of law and made by the proper officer.
COMMONWEALTH OF PENNSYLVANIA,
COUNTY OF FRANKLIN
} 88
I, Linda L. Beard, Prothonotary of the Court of Common Pleas of the 39th Judicial District, Franklin
County Branch, do hereby certify that the Honorable . .r.Qh1;1.. R.. . 'Wp.),l~.er... . . . . . . . . . . . . . . . . . . . . . . . . . .
bywhom the foregoing attestation was made, and who has hereunto subscribed his name, was at the time of
making thereof and still is President Judge of the Court of Common Pleas, in and for said County, duly
commissioned and qualified; to all whose acts, as such, full faith and credit are and ought to be given, as well
in Courts of Judicature as elsewhere,
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the
seal of said Court, this. . . . .1 ~~ .. day of . ~. " A.D. JIB. 20.Q5
.~..C}\.~.~.......
Prothonotary
'tl ~ M n:l .....
. :0' g '.~ ~ l::l ~
.... r :0 po ~ 'r<: ~ ~ .-.j Z
U\ - ;+ co (11
...... co rt 1--' ,I-'" r-",rT S!!.- O' 0 ~ t-.::l t:: /d 9
';:l >'1 ~ "'. ...0 r-'.O '" - '8 0:1 n
'Po co t-> t:l 4 CO.t-1 t:;' ?=' 0:1 ~ n N::l
:Q> po ~ .on';:l 0 ""1 )-l (1) t-\
II> '0" ('1' '(1) '8 >'1 ~ ! t<:l .(') (11 .z oN
t-< ~ \'%:l : ....<:<: ~ ~ ~ tn :~ '0
po (1) .0 O(ll (') 0 '.0
- (1) .H'\ ;:I . - ?:l 0 1"\ ,(') ,S:-
..... .\
'.0:1 ..... .,.." ~ ~ ~ "":l .)-l
.(l) (;) :('1'r<(1) 'n .~ p' 'z 'N
-\l.} po ~ 1J'.(l) (') 0 0 ~ :G"l :(;1:)
't1 ~ ~(Il 0 ~ .z ~ .~ ,I-'"
p.. P '-"'" ~ ":Z P 'r ,N
n '.r ~ :t'1 <: :~ ~ 'rl
rT .(1)"1:1.0 10-'4 n rl CO ::3'.
0 .Q> 1"\1"1 ~ oM ~ >'1 .z (1) .rl
r::t o(Il o. ~ ~ <i".l .M
It> .(\) <\ (ll '0 .. '" () ,t'1
rl :u. : ""?n ~ ~ :z rt :t-d ~ :0
.p. 'Cl .. '~ ;
~ N ...0 . (\)0 i..o .(1) - :1-0
lJ' .. . p.M .. (') ,H'\ p... 'M (SQ ':S
0 " }..Jt :l:" () -0 0 ,(\) '-- 'z !li
:; is' !:tJ \Jl~~ ~ ';:I 'r::t .", :t'1
0 N N 0 I-'"P .0 ~ '.p. 0-- 'r-' .\Xl 'rt :z
~ '0 ~ . p.(ll ,Q> ~ :Q> ,(J'l 0 .t'1
~ '0 l--' IJ' \JI (\) >;:l ...... ,;:I ..... 'p::l .\Xl
5 ~ J-" 1=' !-" 1"\ rt '9 'rT ,;:I ,rl .(') '(J'l
'\l) :(11 '('1' ,. ~ :p::l
...... ~ ,rl
>;:i .H'\ .r .",
p... .H'\ '. '"
'1-0 ~
~Y't3511
.....
i004-02812
Franklin County Prothonotary's Office
Civil Case Print
PR FINANCING LIMITED PARTNER (vs) DEBBIE CORPORATION ETAL
It
,
Page
1
#
Reference No. . :
Case Type.. . ..: COMPLAINT - CONFESSION
Judgment......: .00
Judge Assigned: HERMAN DOUGLAS W
Disposed Desc. :
------------ Case Comments -------------
Filed. . . . . . . . :
Time......... :
Execution Date
Jury Trial. . . .
Disposed Date.
Higher Crt 1.:
Higher Crt 2.:
10/25/2004
12:07
0/00/0000
0/00/0000
********************************************************************************
General Index Attorney Info
PR FINANCING LIMITED
PARTNERSHIP
200 S BROAD STREET
3RD FLOOR
PHILADELPHIA PA 19102
CORPORATION DEBBIE
671 SHIPPENSBURG ROAD
PO BOX 322
NEWVILLE PA 17241
YOUR HAIR CONNENTION
671 SHIPPENSBURG ROAD
PO BOX 322
NEWVILLE PA 17241
COMMERCE BANK
3 CROSSGATE ROAD
MECHANICSBURG PA 17050
PLAINTIFF
CAIN-MANNIX MOIRA
DEFENDANT
DEFENDANT
GARNISHEE
********************************************************************************
Judgment Index Amount Date Desc
CORPORATION DEBBIE 9,562.11 10/25/2004 JUDGMENT
YOUR HAIR CONNENTION 9,562.11 10/25/2004 JUDGMENT
CORPORATION DEBBIE 9,976.15 1/31/2005 WRIT OF EXECUTION
YOUR HAIR CONNENTION 9,976.15 1/31/2005 WRIT OF EXECUTION
COMMERCE BANK 9,976.15 1/31/2005 WRIT OF EXECUTION
********************************************************************************
* Date Entries *
********************************************************************************
10/25/2004
12/17/2004
1/31/2005
1/31/2005
- - - - - - - - - - - - - FIRST ENTRY - - - - - - - - - - - - - -
COMPLAINT AND CONFESSION OF JUDGMENT AGAINST THE DEFENDANT IN THE
AMOUNT OF $9,562.11 WITH COPIES FILED AND SENT TO DEFENDANT AND
ATTORNEY.
AFFIDAVIT OF SERVICE OF NOTICE UNDER RULE 2958.1 OF JUDGMENT AND
EXECUTION THEREON NOTICE OF DEFENDANT'S RIGHTS FILED.
-------------------------------------------------------------------
PRAECIPE FOR WRIT OF EXECUTION (MONEY JUDGMENT) AGAINST THE
DEFENDANTS IN THE AMOUNT OF $9,976.15 WITH COPIES FILED AND SENT TO
THE SHERIFF.
WRIT OF EXECUTION ISSUED AND ATTESTED COPIES SENT TO THE SHERIFF.
- - - - - - - - - - - - - - LAST ENTRY - - - - - - - - - - - - - -
********************************************************************************
* Escrow Information *
* Fees & Debits Beq Bal Pvmts/Adi End Bal *
********************************~***********************************************
TAX ON CMPLT .50 .50 .00
DISC 5.00 5.00 .00
COMPLAINT/ JCP 10.00 10.00 .00
COMP-AUTO FEE 5.00 5.00 .00
EXEMPLIFICATION 21.00 21.00 .00
COMPLAINT FILED 60.00 60.00 .00
WRIT OF EXEC 21.00 21.00 .00
------------------------ ------------
122.50 122.50 .00
********************************************************************************
Attest: A TRUE COpy
, 'i~-j)~
H.!nt~. , Y!p'~--"S'.:_ _.'~"-"~--- ,.,.
~tl;511
Franklin County Prothonotary's Office
Civil Case Print
..
,
Page
2
1
-
1004-02812 PR FINANCING LIMITED PARTNER (vs) DEBBIE CORPORATION ETAL
Filed. . . . . . . .: 10/25/2004
Time.........: 12:07
Execution Date 0/00/0000
Jury Trial. . . .
Disposed Date. 0/00/0000
Higher Crt 1.:
Higher Crt 2.:
* End of Case Information *
********************************************************************************
Reference No. . :
Case Type.....: COMPLAINT - CONFESSION
Judgment......: .00
Judge Assigned: HERMAN DOUGLAS W
Disposed Desc. :
------------ Case Comments -------------
"
..
t, .!' c.~~o
r
,
..
J
IN THE COURT OF COMMON PLEAS
OF FRANKLIN COUNTY, PENNSYLVANIA
PR FINANCING LIMITED )
PARTNERSHIP, successor by name change )
to CROWN AMERICAN FINANCING )
PARTNERSHIP, L.P., )
)
)
)
)
)
)
)
)
)
Plaintiff,
vs.
DEBBIE CORPORATION, t/d/b/a
YOUR HAIR CONNECTION,
Defendant.
CIVIL ACTION - LAW
No. ~("()4 - ~8 ~
~~e-: ]')tlWJ/~s tJ. Ha~
NOTICE OF ENTRY OF CONFESSED JUDGMENT
TO: DEBBIE CORPORATION, t/d/b/a
YOUR HAIR CONNECTION,
Please take notice that a judgment in the amount of $9,562.1] has been entered against
you by confession on the date below in favor of the Plaintiff.
Date: It> /~ '-I-
AO I 62784.1
~.lJ CX\&~
Pro onotary, Court of Common Pleas of
Franklin County
,
.
.
...
~
".
,
,.
.
IN THE COURT OF COMMON PLEAS
OF FRANKLIN COUNTY, PENNSYLVANIA
PR FINANCING LIMITED ) CIVIL ACTION - LAW
PARTNERSHIP, successor by name change ) No. cX0I>4- J..r/J-j
to CROWN AMERICAN FINANCING )
PARTNERSHIP, L.P., )
) ~~
Plaintiff, )
) COMPLAINT IN CONFESSION
v. ) OF JUDGMENT
)
DEBBIE CORPORATION, t/d/b/a ) Filed on behalf of Plaintiff,
YOUR HAIR CONNECTION, ) PR Financing Limited Partnership
)
Defendant. ) Counsel of Record for this Party:
)
) Stephen S. Zubrow
) PAID No. 43523
)
) Moira Cain-Mannix
) PA ID No. 81131
)
) MARCUS & SHAPIRA LLP
) One Oxford Centre, 35th Floor
) 301 Grant Street
) Pittsburgh, PA 15219
) (412) 471-3490
~ "'- "Ii
8 ::D
-or- .&::' ~
::0- 0
OZ ("'") :xo
-lCl - '-l
::r:l> - ::z:
Or N Zo
z' C.I"I nz
oco 00
-if"'" 1) C-l
)>;> z)>
::0::0 ~ -l ::0
-<0 -<-<
0 ~
'...J
Attest: A TRUE COP'{
A0162784.1
.
...
'\
~
,
,
~
"
IN THE COURT OF COMMON PLEAS
OF FRANKLIN COUNTY, PENNSYLVANIA
PR FINANCING LIMITED )
PARTNERSHIP, successor by name change )
to CROWN AMERICAN FINANCING )
PARTNERSHIP, L.P., )
)
Plaintiff, )
)
v. )
)
DEBBIE CORPORATION, tld/b/a )
YOUR HAIR CONNECTION, )
)
Defendant. )
CIVIL ACTION - LAW
No. ~6tJl{. - cP.f1.LJ
COMPLAINT IN CONFESSION OF JUDGMENT
1. Plaintiff, PR Financing LP, successor by name change to Crown American
Financing Partnership, L.P., and doing business as Chambersburg Mall, is a Pennsylvania limited
partnership, with an address of PREIT Services, LLC, management affiliate of Pennsylvania
Real Estate Investment Trust, 200 S. Broad Street, 3rd Floor, Philadelphia, PA 19102.
2. Defendant, Debbie Corporation tld/b/a Your Hair Connection, is a corporation
whose last known address is 671 Shippensburg Road, P.O. Box 322, Newville, Pennsylvania
17241.
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 April 1, 1996 (the "Lease").
Defendant is the Tenant under the Lease. This Confession is warranted by Section 19.06 of the
Lease.
A0162784.1
,
\
~
"
,
,
4. Plaintiff avers that judgment on the Lease is not being entered by confession
against a natural person in connection with a consumer credit transaction. The underlying Lease
of real property at Chambersburg Mall, Chambersburg, Pennsylvania was made as a commercial
transaction.
5. The Lease has not been assigned.
6. Judgment has not been entered on the Lease in this or any other jurisdiction.
7. Plaintiff avers that the Lease authorizes the entry of Judgment 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 charges due from approximately March of 2003 forward. Plaintiff
gave written notice of the failure to pay on July 8, 2004, and more than ten days have passed
after Defendant received notice of its failure to pay without making the missing payments.
8. The itemization of the amount presently due under the Lease and without waiver
of future damages is as follows:
Amount due from March 1, 2003 through
September 24, 2003, Ex. 2
$9,030.10
$ 451.51
Attorneys fees for enforcement and collection (5%)
provided under ~ 19.06 of the Lease
Filing Fee
$ 80.50
$9,562.11
TOTAL
A0162784.1
2
~
.
~
,
,
,
,
,
WHEREFORE, Plaintiff as authorized by the warrant of attorney contained in the Lease
demands judgment against Defendant in the total sum of $9,562.11 plus costs, attorneys' fees and
interest at the Lease rate from and after the date of the Entry of Judgment as provided in the
Lease, and brings said Lease to Court to recover said sum.
Respectfully submitted,
Dated: October 22, 2004
~~~ -
Stephen S. Zubrow ~
Moira Cain-Mannix
MARCUS & SHAPIRA LLP
One Oxford Centre, 35th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Counsel for Plaintiff, PR Financing Limited
Partnership, successor by name change to Crown
American Financing Partnership, L.P.
AOl 62784. 1
3
I
,
'\
'\
,
r
.
I
Debbie Corporation tld/b/a Your Hair Connection
:uNSWORN VERIFICATION UNDER 18 PA.C.S. ~ 4904
The undersigned hereby' states subject to the penalties of 18 Pa. C.S. ~ 4904 regarding
unsworn falsification to authorities as follows: I am a duly authorized representative of the
Plaintiff identified in the attached Complaint in Confession of Judgment and that averments of
fact contained in such Complaint are true and correct to the best of my knowledge, information
and belief.
PREIT Services LLC,
Agent for PR Financing Limited Partnership
pated: D c""~ 2\.2004
x.Y~a'~~
By:
Name: 1) e..\o......a. Lo.M6<.."""-f
Title: 'J \ t<..?ft.~; d~V"\ t
A0162784.1
,
.
,
.
~
r
.
I
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the Warrant of Attorney, the original or a copy of
which is attached to the Complaint filed in this action, I appear for the Defendant and confess
judgment in favor of Plaintiff and against Defendant as follows:
Amount due from March 1, 2003 through
September 24, 2003, Ex. 2
$9,030.10
Attorneys fees for enforcement and collection (5%) $ 451.51
provided under ~ 19.06 of the Lease
Filing Fee
$ 80.50
$9,562.11
TOTAL
Dated: October 22, 2004
~~~
Attorney for Defendant
A0162784.1
,
.
~
r
.
,
,
;
"[}"'DEN111RF. OF LEASE"
TIllS INDENTURE OF LEASE, made on the \ day of ~ \ ,199' by CRO\l/N AMERICAN FINANCING
PARTNERSHIP, a Delaware General Partnership, by CROWN AMERICAN FINANCING CORPORATION (a wholly-owned
subsidiary of Crown American Realty Trust), as Managing General Partner, with its offices located at Pasquerilla Plaza,
Johnstown, Pennsylvania 15907 (hereinafter called "Landlord"), and DEBBIE CORPORATION,
trading as YOUR HAIR CONNECTION,
with an address at 2314 Bumble Bee Hollow Road, MechanicsbllTg, Pennsylvania 17055,
(hereinafter called "Tenant"),
WITNESSETH'
A. Leased Premises.
Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the store premises (hereinafter referred to as the
"premises", "leased premises" or "demised premises") outlined in red on the plan attached as Exhibit "B" hereto, now erected or
hereafter to be erected as part of a shopping center to be initially known as Chambersburg MaI~ 1-81 & PA Route 997,
Chambersburg, P A,
(hereinafter referred to as the "Center", "Shopping Center" or "entire premises" and initially comprising the area sho~n 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 case of those walls separating the demised premises from
other stores in the Shopping Center, from the center lines of such walls: (Room #91I)
Front: Twenty-One Feet, Eight Inches (21'-8")
Depth: Fifty-One Feet, Eight Inches (51 '-8")
Total Area: One Thousand One Hundred Nineteen (1,119) Square Feet
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 footwa)'s, loading facilities and other facilities as may be designated by Landlord from
time to time as more fully set forth in and subject to the tenns and conditions of this Indenture of Lease and the Lease Agreement
(hereinafter collectively referred to as the "Lease"), and to such rules and regulations for the use thereof as may be prescribed
from time to time by the Landlord.
B.Imn.
The tenn of this Lease shall be for a period of -seven--- (7) years beginning on the "commencement date" as established by
Section 1.01(a) of the Lease; provided, however, Tenant's fixed minimum rental and other charges will commence on Decem-
ber 18, 1995, whether Tenant is open for business or not.
C. Fixed Minimum Rent
Tenant shall pay to Landlord a guaranteed annual minimum rent ("Fixed Minimum Rent") as follows: The Fixed Minimum
Rent for each of the following periods during the term of this Lease shall be:
Time Period
Annual Amount
Monthly Amount
Years 1 - 7
$28,000.00
$2,333.33
In the event Landlord replaces Value City Department Store with another department store occupying substantially the same
leasable area ("Replacement Anchor"), upon the opening for business of the Replacement anchor, Tenant's Fixed Minimum Rent
shall be increased to $30,800.00 per year, or $2,566.67 per month, payable as hereinafter provided. - SEE RIDER
~
~
r
,
\
~
"
Each such installment shall be due and payable on or before the fU'St day of each calendar month in the term of this Lease, in
advance, at the office of Landlord or at such other place as may be designated by Landlord from time to time, without any prior
demand therefor and without any deduction or setoff whatsoever, the fIrst installment to be paid on the commencement date
whether or not the commencement date is the fU'St day of a calendar month. In the event that the commencement date of the tenn
of this Lease shaH 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 between the commencement date and the first day of the fU'St full calendar month in the tenn
hereof, on a per diem basis (calculated on a thirty [30] day month).
D. Percenta2e Rent
In addition to the Fixed Minimum Rent as aforesaid, Tenant, in accordance with Section 2.01 of the Lease. shall pay to
Landlord, as additional rent hereunder (hereinafter referred to as MPercentage Rent"), and as part of the consideration of the
aforesaid demise, for each lease year in the term of this Lease a sum equal to seven percent (7%) of that portion of Gross Sales
(as defined in Sectiol1 2.02 of the Lease) during such lease year which is in excess of the applicable pc:n;entage Rent Gross Sales
Base. The Percentage Rent Gross Sales Base for the following periods within each lease year shall be:
Time Period
Percenta~e Rent Gross Sales Base
Years I - 7
$400,000.00
In the event Tenant's Fixed Minimum Rent is increased due to the Replacement Anchor as provided in Paragraph C of this
Indenture, Tenant's Percentage Rent Gross Sales Base shall be increased to 111UU6 1'8..$440.000.00. - SEE RIDER
E. Use of Premises.
Subject to the provisions of Article V of the Lease, Tenant shall use the leased premises solely for the purpose of conducting
the business of: a hair salon and the sale of related hair care products, and for no other purpose whatever.
F. Common Area Pa'\ment
On the first day of each calendar month, Tenant shaH 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 amount never less than one-twelfth (V12th) of the product obtained by multiplying the square feet of floor area
of the demised premises by the sum of --Five Dollars and Five Cents-- (SS.OS). If the commencement date hereof shall not be
the first day of a calendar month, Tenant's pa>'ment of its proportionate share of Operating Costs for the fractional month
between the comrnenc.ement 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 (30) day month) and shall be paid together with the first pa)'Tnent of Fixed Minimum Rent. In no
event shall Tenant's payments hereunder be increased more than eight percent (8%) over the amount paid the immediately
preceding twelve (12) month period.
G. Tenant's Allowance.
The Landlord shall not reimburse the Tenant on account of the cost of construction of the items designated as Tenant's Work
in Exhibit "A" attached hereto, subject to the tenns and conditions set forth in said Exhibit" A". Notwithstanding anything
contained in Exhibit "A" to the contrary, Tenant shall not be required to perfonn any Mandatory Remodeling, and the provisions
of Exhibit "A" shall only be applicable if Tenant is otherwise required to remodel pursuant to Articles IX, XVI, XVII, or similar
provisions of this Lease.
H. Security Deposit.
NOT APPLICABLE
I. Tax Rent.
As an initial estimated payment on account of Tenant's proportionate share of tax$:s as defined in Article II 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 (VI2th) of the product obtained by multiplying the floor area of the demised
premises by the sum of --$1.20--.
2
oifL-
~
/
.
".1-11 l1U CYCHl.. ':'UQ..L..L .Lc;:uau\,... .::. iJOJIUCll\...,::) llCJ.t::UHUt::J. t::Al..t:::t:U t::.J.~l1L \.v/ol l'C:J.\.-t:Ul. V'ft.L l,....l1t:
amount paid the immediately preceding twelve (12) month period.
,
\
~
J. Promotion FundlAdvertisin~.
Tenant covenants and agrees to become a member of any Promotion Fund formed by the tenants of the Shopping Center and
approved by Landlord, and to maintain such membership throughout the term of this Lease. Tenant further agrees to pay as its
share of the cost of the activities conducted by such association the sum of -$.75- per year for each square foot of floor area
contained in the demised premises, subject to CPI adjustment, as provided in Article XV of the Lease. -;}
Tenant shall also pay to Landlord as its contribution to the Advertising Program for the Shopping Center the sum of -S.75-
per year for each square foot of floor area contained in the demised premises. Tenant's Advertising Program payment and
Promotion Fund payment shall be made in monthly installments, together with payment of Fixed Minimum Rent, and said
Advertising Program payment shall be subject to CPI adjustment in the same manner as Tenant's Promotion Fund payment as
provided in Article XV of the Lease. it-
K. Proportionate Cost of Security.
In the event Landlord elects to provide security for the Shopping Center, Tenant shall pay monthly, in advance,
as additional rent, together with each monthly installment of Fixed Minimum Rent, without demand or setoff, an
amount equal to one.twelfth (Vl2th) of the product obtained by multiplying the floor area of the demised premises
by the amount of -$.45-.
L. No Competin~ Businesses Within Tradini Area.
five (5)
Tenant covenants and agrees that during the te of this Lease, and any renewal or extensions of this Lease, Tenant will not
individually, nor by means of an interest in a p ership or corporation, nor by means of a parent, affiliate, subsidiary, or related
corporation or franchise, directly or indir , engage in any business similar to or in competition with that for which the
Premises are let, within a radius of . of the Shopping Center (excluding strip centers), without Landlord's prior
written consent ("Violative Store"). The preceding sentence shall be inapplicable to any business of Tenant which is in existence
as of the date of this Lease, provided the nature and character of such business remains the same and is operated at the same
location, and provided that Tenant has disclosed the existence and nature of said business to Landlord in v.'l'iting before the
execution of this Lease. If Tenant shall breach this covenant, then in addition to the rights and remedies elsewhere provided in
this Lease, Landlord may, at its option either.
(a) Terminate this Lease upon thirty (30) days' written Notice to Tenant;
(b) Enjoin the operation of the Violative Store;
(c) Include all Gross Sales generated by any Violative Store in calculating the Percentage Rent due under this Lease and, in
such event, Tenant shall be required to report said sales figures in accordance with Articles II and III of this Lease.
In the event that Tenant is a Franchisee, Tenant agrees to secure the written acknowledgment of the Franchisor to this
provision, said written acknowledgment shall include Franchisor's covenant to be bound by the tenns, conditions and remedies
of this provision.
M. Lease Documents.
In addition to the Indenture of Lease and the Lease Agreement, the following are attached to the Lease and are hereby
incorporated in and made part of the Lease as fully as though set forth at length in the Lease: Rider, if any, Exhibit "A", Exhibit
"B", and Exhibit "Co.
"
3
~(L
"
,
.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Lease to be duly
executed the day and year first above written.
(Corporate Seal)
CROWN AMERICAN FINANCING PARTNERSHIP,
A DELAWARE GENERAL PARTNERSHIP BY:
CROWN AMERICAN FINANCING CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF CROWN
AMERICAN REALTY TRUST), AS MANAGING
GENERAL PARTNER
ATIEST'~
onald P. Rusinak, Secretary
By &'! fJ!f!;;:.d<n'
Michael P. Chlebovec
(Corporate Seal)
DEBBIE CORPORATION,
D/B/A YOUR lWR CONNECTIO
\"
By'
Debra Eckstme-Ralph, President
4
,
.
f
.. ,
.
\ "
.
.
<'I
ART ICtE I
Section 1.01
AAtICLE II
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
ARTICLE I II
Section 3.01
Section 3.02
ARTIClE IV
Section 4.01
Section 4.02
Section 4.03
Section 4.04
ARTICLE V
Section 5.01
Section 5.02
Section 5.03
Section 5.04
ARTICLE VI
Section 6.01
ARTICLE V II
Sectioo 7.01
Section 7.02
Section 7.03
Sedion 7.04
Section 7.05
Section 7.06
Section 7.07
AATIClE V II I
Section 8.01
Section 8.02
Section 8. OJ
ART ICU IX
Section 9.01
Section 9.02
Section 9.03
ARTICLE X
Section 10.01
ART ICLE XI
Section 11.01
Section 11.02
Section 11.03
ARTICLE XII
Section 12.01
Section 12.02
Section 12.03
Section 12.04
ARTICLE XI Il
Section 13.01
Section 13.02
Section 13.0J
I~X TO lEASE ACREEtf:NT
TERH
Commence~ent of the
Page
Ter................................................... 1
RENT
Percen t8t;1e Ren t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross Sales Defined...... ..,',. .._... II...... 1,.".1,........... ........ ...
Percentage Rent St.teDents and Pay.ents..........~........................
Taxes.....................................................................
Addition81~ent...........................................................
1
2
2
:)
4
BOO<S or ACCOON T AND Al.() It
Tenant I S Records..........................................................
Audit.....................................................................
s
s
CONSTRUCTION or LEASED PREMISES
Construction by landlord..................................................
Tenant's Improvements and Fixtures........................................
Financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excuse or Performance.....................................................
s
S
6
6
CCH:>UC T Of BUS IHESS
Use of Premises........................................................... 6
Storage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Additional Use of the Pre~i!es............................................ 7
Rules and Regula tiOClS..... .. .. ........ . . . . . ...... ... . .. .... ............ ..... 8
GR~T Of CONCESSI~
Condi ti0f'l6 to Grant....................................................... 8
C0t+<<J4 AREAS
De fin! t ion J Con t rol . . . . . . . . . . . . " . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. . . .. . . . . . .. . 9
Park ing f ae i 1 i ties. . . . . . . . . . . . . .. . . , . . . . . " . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 9
Roor, Walls, Changes and Additions to Center.............................. 9
Rigllt to Relocate.........."............................................... 10
Expenses. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .. . .. . . . . ... . . . . . . . . . . .. . . . . ... . " . .... 10
ec.mon Area Paycnent......."......................."...."..................... 10
Proportionate Cost of Security............................................ 11
SIGNS; AWNINGS; CANOPIES; fIXTURES, AlTERATIONS
Signs, Awnings and Canopies............................................... 12
Property in Demised Premises.....".............""........"..................... 12
Improvements and Alterations.............................................. 12
HAINTEN~CE AND REPAIR; SURR(NO(R Of LEASED PREHISES
Repairs end Maintenance by Tenant......................................... 13
Structut"el Repairs ..... ................................................... .... 13
Surrende r 0 r Prell! ses . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. .. . . . . .. . . . . .. . .. . . . .. . . . . ... 14
INDE~If1CATlCl{I SU8R{XiATlON
Inde.oirication and Waiver or C18i~....................................... 14
INSURANCE
Insurance........................................ .-....."................... 15
Insurance Prov is ions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 1 S
[free t ()(l Insu ranee. . . . . . . . .. . . . . II . " . . . . . . . " . . . " . . . . . . . . . . . . . . . . . . . . . . . .. . .. 1 S
UTILITIES
Utililies.................................................................16
Application for Utilities....... ........... ..........., "I"" ... ..... ..... 16
Operation of Heating and Air..{:onditioning................................. 16
Utility Charge Defined.................................................... 16
ESTOPPEL CERTIfiCATE, SUBORDINATION; ATTORNHENT
Execution of Estoppel Certiricate......................................... 16
railure to Execute Estoppel Certiricate................................... 17
Subordination and Attorn&ae'nt................... ......... ........ ........ ..... 17
,
..
~ .
. .
.
.
,
"f tl
',-
ARTICLE XIV
Section H.Ol
Section 14.02
Section 14.03
ARTICLE 't'I
Section 15.01
ARTIClE 't'II
Section 16.01
Section 16.02
ARTICLE 't'I II
Section 17.01
Section 17.02
Section 17 .03
Section 17. Otl
Section 17.05
ARTICLE 't'IIII
Section 18.01
ARTICLE XIX
Section 19.01
Section 19.02
Section 19.03
Section 19.04
Section 19.05
Section 19.06
Section 19.07
AR T ICLE xx
Section 20.01
Section 20.02
Section 20.0J
Section 20.04
Section 20.OS
Section 20.06
Section 20.07
Section 20.08
Section 20.09
Section 20.10
Section 20.11
Section 20.12
Section 20.13
Section 20.14
Sectioo 20.15
Section 20.16
Section 20.17
Section 20.18
Section 20.19
Section 20.20
Section 20.21
Section 20.22
Section 20.23
Section 20.24
.
.
'"
ASSICME:HT 00 SUBLETTING
Assignllent and Subletting................................................. 17
Application to Assign or Sublet........................................... 18
Copy Dr Assignllent or Sublease............................................ 18
tt:RCfWHS' A.SSOCIATl~J PRlHlTION f1JN); ~V(RTISINC
Merchants' Association, Pro~otion fund and Advertising.................... 19
OCSTROCTllJ4 Of LEASED PR(HISES
Total or Partial Destruction.............................................. 20
Parlial Destruction or Shopping Center.................................... 20
(HIHEHJ OOOIN
Total COOdelli\ation..e................................ ..... ........ ......... 21
Partial Condemnation...................................................... 21
Parti.l Conde~ation or Shopping Center................................... 21
land 10 rd' s 08ll8ges.......... . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . .. 21
Tenant' s Damages..........,.,.................................................... 21
B,wcRUPTCY M IHSCUENCY
Bankruptcy or Insolvency.................................................. 22
EVENTS or OCf'AULTI LNoOlORO'S ROCHES
[yent. of-Def.ult....."................................. .......... .......... 22
Deliberate Events of Default.............................................. 2l
TerainatiOl1....... II.............. .......... ................................ .......... .. .. 23
Right of Possession........... ....... . . ...... .... .........,............ . .. ........... 23
Additional Remedies of landlord........................................... 23
Coofession of .lJdgrlent............................................................... 24
Waivers...... . . .... .. . . . . . . . . . .. .. .... .. . .. . .. . . . . . . . .. ... .. .. .. ..... ...... .. . . ........ . . ... 25
KISCfLLAHEOOS
Access by land lo'rd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 25
Holding Over............................................................... ~.... .. ......... . .. 2S
Successors.. . . ... . . .... . . . . . . . . . ....... . . . . . . . . . . . .. . . . ... . ...... , .. ....... . ~ .. 26
OJ ie t En jOYl"len t . . . . . . . .. . . . . . . .. . . . , . . . . .. . . . .. . . .. .. .. .. .. .. . .. . .. . .. . . . .. . . . . . . . .. .. . .. ... 26
Waiver.............. .... ... .-.. . ....... .. . .. .-.. ....................... ........... '" 26
Custca and Usage..................................................................... 26
Accord and Satisfaction......................................... .......... 26
Perrorllance or Tenant's Covenants......................................... 26
Eoti re Agreecaent..".."...............................,................................. 27
No Partnership............................................................ 27
Not.ices...................... ......... ... . ................... ... .......... ................ 21
Captioos and Index....................................................................... 27
Tenant Defined; Use or Pronoun............................................ 27
Negation of Personal Liability............................................ 27
((feet or Governmental limitation on Rents and Other Charges.............. 28
Partial Invalidity; Separate Covenants.................................... 28
Recording. . . . . . . . . . . . . . . . .. . . . . .. .. . . . . . . . .. . . . . . . . . . . . .. . . . . . .. . . . . . . . .. . . . . .. .. ... 28
Brokerage C()OIIIli 8S i ()tl . . . . . . .. . . . . . . * . . .. .. . . . . .. . . . . . . . .. .. . . . . . .. .. .. .. .. . ... . .. . .. . .. .. 28
Coost.ruction..... ... ........ .......... ..... ... .... ..... ......... .......... 28
Perpetuity................................... ...... ....................... .............. 28
Oloice or law................... .. .... .. .. . . . .. .. . . .. . . . .. . .......... . . . ....... . . . ... 28
-lJint. PreparatiOll..................................................................... 28
Interlineation............................. . . ............ ................. .. ......... . ... 28
Subllission of Lease to Tenant............................................. 29
,
..
,
.
I ~.
.'
.
"
LEASE AGREOENT
ARTICLE 1
TERH
Sl:CTlON 1.01. COIllltencing of the Terll.
(I) The ~or i9inil Uta" of this lease (he rearter defined) Wld Tenant's oblil}&tion to pay
rent and occupy the demised preaises in accordance with the terms hereof Shall commence on the eerlier
of the following dates (such euHer date being herein called the .cOClUlenceeent date-): (1) on the
date set forth in Section lOB" of the Indenture of lease or (Z) the date on which Tenant shall first
open the derdsed prell1aes for business.
(b) At any tiee .fter the COCGencement date of the ler. of the lease the perties shall
uecute and deliver to each other, at the option of Landlord, either 8n instrullent in recordable fots
or a letter agree~t prepared by landlord, wherein Tenant shall: (1) certify that ~ lease is in
full force and effect and (Z) certify the cOlllllencecaent and terllination dates of the original teI"1l of
this Lease.
(c) This Lease and the tenency hereby created shall cease and determine at the' end of the
ter.. hereof without the necessity of any notice fro II either Landlord or Tenant to terainate the saae,
and Tenant hereby waives notice to vacate the preftlises and agrees that Landlord shall be entitled to
the benefit or all provisions of law respecting the summary recovery of possession of pre-ists froe.
tenant holding over to the salle extent IS if statutory notice had been given.
(d) The period cocwaencing on the date hereof and teudn.ting on the date iawediate1y prior
to the co_encelllent date is hereby referred to as the "initial ten", end the period froa the
commencement date to the dete of the expiration or earlier ter~ination of this Lease shall be refe:red
to he rein as the "or iginal ter.-. ror the pu rposes of this Lease the words "the terll of this lease-
and .. term heree"" shall be deelaed to caean the in i tiel tere and the or iginal ler. of this lease and all
extensions or renewals thereof.
AR TIClE II
RENT
SECT1~ 2.01. Percentage Rent. .
(e) The Percll11tage Rent shall 'be payable without prior deaand and without any setoff or
deduction whatsoever at the tiees set forth hereinafter at the plece then fixed for the payment of
F'ixed HinhlulI Rent.' .
(b) Not later than thirty (0) dayS .ner the expiratioo of the first -lease year-
(hereinafter defined) of the tefJI hereof and, unless Landlord exercises its option as set forth in the
next sentence hereof, therearter not later then thirty DO) days after the expiration of each
subseQJent lease year in the tena hereof, Tenant shall pay to Landlord the Percentege Rent due for the
lease year in q.Jestion. In the event that Percentage Rent shall be payable for any lease year in the
terll hereof, after the expiration of the first lease year containing helve (1Z) COalplete calendar
IlOnths, landlord, at Landlord's option to be exercised by written nolice to Tenant, lIay I"eq.Jire Tenant
to pay, as edditional rent, toQether with each IIOI'lthly installment of F'ixed KinimiJlI Rent due hereunder
cOllllllenclng with the fiut such ~Ylllenl due iClll1ediately after the receipt by Tenant of such notice an
alllOunt eqJal to one-twelfth U/12th) of eighty percent (80=) of the Percentage Rent payable for the
il!llledialely preceding lease year. Therearter, Tenant shall continue to pay such estiaaated pay.ents of
Percentage Rent together with each .oolhly install_nt of fixed Kini..... Rent due for each calendar
.onth in the tet'll hereof; provided, however, that the llIJount of such estillated ~thly pay.ents of
Percent8<}e Rent !lay, at landlord's option, be adjusted at the expiretion of tach subseQJent lease year
after receipt by landlord of Tenant's statement referred to in Section 2.0J(b) to an amount eQJal to
one-twelfth (l/IZth) 0 f eighty percent (BO:) of the Percentage Rent peyable for the lease year
imnlediately preceding such edjustmenl and cocuencing with the pa~ent of fixed Hini..,1lI Rent due
i/lllllediately efter receipt by Tenant of notice of such adjustment. Tenant ahall continue to pay such
adjusted amount \rItU the next adjustllent. Although estimated Percentage Ref'lt shall be payable
monthly IS aforesaid, the final COlllputatioo and payr.ent shall be on an annual basis.
(c) Whenever used in this lease the vvrds "lease yeer" Shall ~an the twelve (12) full
calendar IlOnths of the ler. COQr.\encing with the first day of the terll of this Leaae, provided the
cOlV.2encellent of the ter. of this Lease is 00 the first day of the "onth or, if the ler_ of this Lease
cOlMlences on any d4y other than the first dey of the IlOI1th, then with the first day of the DOflth
iJlll.ediately (allowing the co.-encemenl date and eech succeeding twelve (lZ) Ilonth period. In the
event that the first or last lease year shall consist of less than twelve (12) full calendar .onth5.
the Percentage Rent Cross Sales Base for such shorter leese year shall be deelled to be that portion of
such Sales Base obteined by -.sltiplyinq the appl icable Percenhge Rent Cross Sales Base set forth in
the Indenture of Lease by . fraction, the nUllerator of wtlich shall be the number of days contained in
such shorter lease year end the denollinator of which shall be three hundred sixty-five 06S). In the
- I -
~
.'
. ,
"
. .
event the amount of the Percentage Rent Cross Sales Base set forth herein is aubject to edjuslltents
dunng the ter.. of this lease, and the date on which such adjustaent is to occur (hereinaft.er r-eferr-ed
to IS the "Rental Adjustllent Date") is other than the qut day of a leaae year, the Percentage Rent
Gross Sales Base for the lease year in which the Rental Adjust.ent Date ah.U faU shall be t.he au.
of: (a) the lesser Percentage Rent Gross Sales Base aet forth in the Indentur-e of lease .ultiplied by
a fraction, the nUlllerltor of which shall be the nuraber of days in the period COAIIIeocing on the Hf'$t
dsy of the lease year in which the Rental Adjustment Date ahall fall end ending on the day i~diately
prior to the Rental AdjustJIent Date and the denooinator of which ahall be three huodr-ed sixty-five
(36S), plus (b) the greater Percentage Rent Gross Sales Base set forth in the Indentur-e of lease
aultiplied by a fraction, the nueerator of which shall be the nullber of days in the period C'OlIIII1encing
on the Rente! Adjustlllent Date and ending on the last day of the lease year in which the Rental
AdjJstaent Date shall f.ll and the denOllinator of which ehall be three hundred abty-five ()6S).
(d) . .
Rent in itlelf a fair and adeqJate rental for the de.bed pre.iees and would not have en nto
t.his lease lJ"lless Tenant had obligated itself to pay Percentage Rent which land expects to
supp1ellent the fixed HinillulI Rent to provide such fsir end adeQJate rental ret hererore, If, in
each of at least two (2) of the first three (3) full lease years in the reof, Tenant shall not
have been obligated to pay Percentage Rent in the 8I10unt as aet e Indenture of lease, landlord
lIay, at its option, (1) tef'lllinate this lease upon written ce to Tenant given at any tiae within
six (6) .onths after the receipt by Landlord of T s annual aleteaent of Cross Sales for such
t.hird full lease year, (or, if earlier, t.he ate thereof) and this Lease shall tet'llinat.e and be
null and void sixty (60) days .fter de y of such notice; or (2) decrease the Percentage Rent Cross
Sales Base set forth in Secti of the Indenture of lease t.o an 81'l0Ult eClJal t.o the Cross Sales
reported by Tenant at the of the lease year imediate1y preceding the date on -oich landlord _Ices
the election here . Tenant shall thereaft.er pay t.o landlord Percentage Rent in excess of the
decreased P age Rent Cross Sales Base for each lease 'year during the re.ainder of the ten of
this e (Including the lease year during which the Percentage Rent Cross Sales Base has been
SECTION 2.02. Cross Sales Defined.
(a) The words "Cross Sales" as used herein shall llIean t1'1e gross amount of all sales of .11
goods, \fares and ~rchandise sold and ell services performed by Tenatlt end/or by any subtenant.,
licensee or concessionaire in. at or froea the delllised prelllises (inc luding, bu t not Haited to,
catalogue sales ~ade at or frOll the delllised presises), whether for cash, credit or ot.her
consideration, with such other coosideration being deterllined at fair aarket value and financi"9
charges on all Gross Sales (w!thou t reserve or deduction for inability or f. ilure to collect)
including, but not liaited to, such sales and services (1) as a result of t.ransactions originating in,
at or from the demised premises, whether delivery or performance is ~de froe the delllised pre.ises or
froo sOlie other place; (2) pursuant to Nlil, telephone, telegraph, ~l.osed TV Circuit, Oid-A-8uy and
ot1'1er devices, aut.ocaated or otherwise, whereby orders are receive<i at t1'1e delllised pretli~ or 0>
which Tenant or ftfly subtenant., licensee or concessionaire in the noraal COONe of it. business woold
attribute to its operations at the dellised prellises. Gross Sales also include all deposita not
refunded to purchasers. Each sale upon installment or credit shall be t.r-eated ss a Ide for the full
price in the month during which luch sale shall be Ill3de, irrespective of t1'1e tise when Tenant ahall
receive pay~ent therefor.
(b) The following shall be deducted frOlll Cross Sales if originally included therein, or
excluded therefrolll, as the case aay be, provided separate records are supplied supporting such
deductions or exclusions, namely: (1) any exchange of aerchandise between stores of Tenant where such
exchange is I118de solely for the convenient operation of Tenant's business and not for the purpose of
consu~ating a sale aade in, at or fro. the demised premises, (2) returns to shippers or
aanufacturere, 0) cash or credit refunda to customers on transactions otheNise included in Cross
Sales, (4) sales of fixtures, aachinery and eqJl~nt. aner use thereof in the conduct. of Tenant'.
business in t.he de.bed prelllises, (S) anounh CQllected and paid out. by Tenant for any sales lax
i~osed by any duly const1tuud governllef1tal authority provided such tex is both added to the .elling
price as a separate and distinct 8lI0unt in addition to t.he regular priee of Tenant'a aerch4ndise and
paid to the taxing authority by Tenant (but. not by any vendor of Tenant), (6) the MOUnt. of eny
discount on sales to employees, and (7) receipts from the permitted psy telephone and vendLng aachines
referred to in Section S.03(r). No value added tax, and no franchise or capital st.ock lax and no
income, gross receipts or sid ler tax based upon incooe, pro fi ts or gross receip ts as such shall be
deducted.from Cross Sales.
SECTION 2.03. Percentage Rent StsteQents.
(a) No later than the thirtieth (JOth) day sfter the end of each calendar IlOOth in the ter-a
hereof, Tenant shall submit to landlord an itemized and accurate written state~t aigned by Tenant,
its duly authorized officer or duly authorized representative, reflecting the rull aount of G~
Sales I118de during the preceding calendar IllOnth. If the cOQQence.eot date hereof shall not. be the
first. day of a calendar IIlOllth, the period between the c()(UJlencelllent dat.e end the first day of the first.
full calendar IaOnth in the teu and Tenant's Gross Sales during such period ahall be edded t.o the
first calendar lIlOOth for both the purpose of the COGlpulation of Percent~e Rent and the purpose of'
reporting of Gross Sales.
(b) Not later than the date aet forth In Section 2.0l(b) hereof, Tenant &hall subcait to
landlord, complete written statellent of Tenant', Gross Sales f'or the preceding lease year in such
- 2 -
~
~, ..
J, "
ruson.b1e 6ehil IS reQJesh~ by lendlord. eert.Hhd by TenMlt., its duly 'IIthori~ officer or
represent.live. K('~lqiI4 ~y . ..,U"''''' .hleN".l 'i~4 It} 'CI'IMt 'a r<:,.,hrl) et'I'tt<4 il\4e~. lie.. t
,,,IlHe .ecov..l...t stating t.h.t the Croas Sal.. reporlld by tenant .re In .ccord with the MOu'tt
thereof .et. forth on Tenant '. uquhrly ..int.e1n.d boob end "corda. Si.ulhneoualy with the
delivery of the .htelWtnt ref.rr.d to in the preeedJnq sent.eflce, ten....t. .~1l ~y to ler.dlotd the ruU
unpaid bal.nce 0 r the Pncenhge Rent clue end pey.bl. (or .uc:h hue rur, H ....,. tn tn. event
ten.nt is ..kinQ ..11..led p.ytaenh or P.t"Centa~ Rent end Tenet'lt is not then in der.ult hereunder or'
otherwiae indebted to L....dlord, any .xcus of "UNted Percentage Rent t!\tt tenMlt a.y hav. peid (or
auch le.se y.ar over the Percent.age Rent. aetuaUy due rot auch 1.... yur .h.ll be refl.rOded to Tenent
within thirty (0) der-I pto'l'l"-d, j( tuch ovetpayaent I' (or the l..t lute yurt landlord wll not
be oblig.ted to rerund to tenant the MO~t of auch ovetpar-ent ""HI tenMlt h.. fully perforNcf all
of iu oblig.tions ~er tht le..., 11 not indebted to landlord end he. vaclted the ~i..d preahes
in .ecord~c. wi th the proy hien. or thia l..... tn \.he event. len....t h indebted to lWldlord ror In)'
reason tthlhoever, L.ndlord ..y 6eduet luch eeount owed rroe ludl ~.rp')'Nnt.
(e) The acceptance by landlord or peyMnta 0' Pereenhga Rent or reporlt U'Jerwf INll be
without prejudice, and &hIU In 'no event conatltuta . ..lur of landlord'l rights to data .
clefieiency of auch Percf:(ltage Rent or to audit Tenant' a book. end records .. set forth 11'1 Section ).01
hereof.
(d) If Tenant IhIU fall to deliver auch atatNef'lt .. t'eqJired by Section 2.0J(b). within
the period aet 'orth therein and .uch failure ahall eontinue tor Ut1 (lO} days Inet' the date of
written notiee of luch fdlute 'roe landlord. landlord ahell !\tVI t.he ri9ht lherufter to aplo, a
cerUfied public accountant to Nice such eq.inaUon 0' Tenant'l booSel end record$ IS .j be McesUtT
to eertity the IIIOlXIt of Tenant'a Cro.. Sales ror uid lease year, the certification ao ...de Ihlll be
binding upon Tenant .,d Ten.nt '''''IU Pr"OIlptly pey to landlord the cost ot the elll.inaUon, toqether
with the rull balance or Percent.ge Rent due and p.yable ror ..1d leue year. In Iddition. landlord
lIay treat. the reilure to deliver such ahteeent.s within ten (10) days aner the .tOfesUcS notice IS a
Oeliberate (vent of Derault.
(e) Tenant.'1 oblig.tionl Inder this Section 2.0) .hlll survive the upirlUon or earlier
ter_ination or thia lease.
SECTlll'I 2.~. Tues.
(I) --ror the purposes of this SeeUon 2.04, the word .tex..- shin include all tasa
.ttributable to illprovellent. now or herurter _de to the ShoWil'llil Center or any part thereof or
.ttributable to the present or ruture installation in the Shopplnq Ceoter or any put thereof of
fixtures, ..chinery or eq.lipllel'lt, all real estate tues, a$sesuent.a, roll4llclr: tues or assess-.eots,
water and sewer reola and other govem.::ntal illlpositions and charqes or ....ery kind and naw~
whatsoever, f\Onrecurr ing IS well II recurr inq, spec leI or extraordinary IS we 11 IS ordina~y, foreseen
and lX'Iforeseen, Wld each Ind eyery in.talbent thereof, wflich ~ll or NY during the tera of this
lease be lev ied, usessed or illposed, or beCOlle due and p.yable or. becooe liena upcn, or arise in
connection with the use, occupency or pos.sesalon of, or ...)' interest in, the Shopping Center or fI'Iy
part thereof, or any IWld, buUdin9t or other illlprove-.enta.t.hereln and IU C'OSla and fees incurred by
landlord in contes ling and/or negotilting .aid taxes, lu. all eeoonu paid IS tues to lWldlord by
the occupants of en)' "Sep.rllety Assessed Pre.hes- (lIS de fined in Section 2.04(d) heN:Qr). The word
.taxes. .hall not include ....y ~rge, such .s water aeter chat'91 end se.er rent. based thereon, wflich
is lleasured by the consullption by t.M .ctual user of the Hea or Mrviee for which the d\arge is ude.
(b) ror each -Tile Yeer. (as defined in Section 2 .~(.) hereof) during the Uta of this
lease, Ten...t she! I PlY to lWldlord IS additional rent (hereinaner cllled .'u Reot-), the MOUlt
obtained by 1IU1tiplying the totd of ell taxes plylble during IUch Tax Veer by . fraction, the
nUlller.tor of wtlich ah.ll b. the IQJIU feet of floor area of the deeised prellises and the denoainator
of loltlictl Ihall be the lq.Jau reat or 811 -lenable floor aru. (. defined in Section 2.04(d) hereof)
in the Shopping Ceoter cOlIputed u 0' each date Landlord hu . right lI'der SecUon %.GHe) to bill
Tenent. for an inahUlIet'lt ot Tile Rent. 01 acc()(JC"lt or Tn Reflt, Tenenl ~hall PlY .onth1y, in edvlOCle,
IS .dditional rent, t0gel""er with each .onthly installeent. or Hud Kiniaua Rent, wit.hocJt de-.nd or
aetorr, the allOlJl'lt ..t forth in SectiOl1 aI- or the Indenture of tease. Such lIAOUnt ..y be "",justed by
landlord at any UIIe during the teN! her-eor to an llIO~t elJJal t.o one-belfth (1/12) or the Tar Rent
plyab Ie by Tenent for the preceding Tax Ye:ar. If TenWlt' s pe)'1lel'lt. on tccoun t of Tax: Rent tor any tax
Year exceeds the IctUal l..o~t Pty.ble by Tenant .. Tn Relit ror such Tu Yeer and Tenent is not in
default hereunder or otherwise indebted to landlord, landlord "'Ill credit such exces.s to Tenant',
'uture tilt obligltions; proyided, i( such overpay.cnt is for the last TI1: Year, landlord ahall not. be
obligated to refund to tenant the UOlX'lt of .uch overpar-enl. U"ltU Tenfl1t hIS fUlly perforaed ell or
its obligations under this lease, is not indebted to landlord end has nClted the deais.ed preaises in
.ccordance with the provision. hereor. * In the event Tenant is indebted to landlord ror any t'e&SQn
whatsoever landlord..y deduct such UlO~l owed fr04 luch ovetpl}1lenl.
(c) landlord shall have the right to bill Tenant for Tu Rent dur11l9 each Tn Yell' .rler
each r-eceipt by llndlord of a bill, asses:s..ent, leyy, notice or illposition or other evidence of tun
due or perabIe an of which arl hereinafter collectil'ely rererred to IS . -lax biU- (Ilhether auc:h
bill is a nnal bill, an estl.aate of annual taxes or representa I hx bill based \4XIO a final or
partie! ISSe5S11ent or delerain.t1on). Ten.nt shall PlY the balence or H. Tn Rent wi thin thirty ()O)
days of receipt troll landlord of I writt..en statelllCnt settin9 forth the lues for ..tlidl l8Odlord ~
received. tu bill, Tenll"lt '. stltr. or t.axes, and Tenant' a paYllents theretofore ..de en account of Tax
Rent. In 88lcin9 the co.-putationt .. .foresaid, . till bill or photocopy thereof .ub-Hted by l-",dlord
t.o TeoWlt shall be conclusive evidence of the l,.gunt or the tun included in the cc.putaHon of the
*In the event Tenant is entItled to edi . . 1
first suns MUch are due i.m:ali.a e1a cr t.as hereinaoove provided, landlord shall apply tre credit to
t Y upon di.9::overy of ffiOJnt and reamn for the credit.
CA.,.'
,,"c.l(.
"
,
.
.
"
..
#;provided, ho;,ever, as used herein, "leasable tloor area ::'llo.LI. lleveL u<;: ..Lto.:::>.::> ...."'.m
eighty percent (80%) of the gross leasable area of the enclosed buildings of the H
Shopping Center excluding Separately Assessed Premises.
"
Tu ReI'It in Q,lcstion; proyid~d, ho..eur, landlord I"all tin' the riQhl lo bill hn....t for Tet'\.Il'Il's
Ihare of the Tu Rent for the lut lease year 1" the ler. hereof ""'ether or not llil"ldlord &hall
theretofore ~\t'e recehed I tu bill eovel'ill9 lM period fr~ the chte of lM lu bill wtoich for_~
lhe buil or the .oat Utent Inllall~nt on ICCOCJl'\t or Tu: Rent billed lo Tenl/'\t to the er:pir.tion o!
the hr- hereof. If landlord 1'111 not'received I tn bUI ror luch period, l6t\dlord &hIll "l1...te ~
lIlount of lucn lISt inltallaenl of Tn Rent on the buil or jnror...t1on cont.lMd in the ux bill IIOst
recently received by landlord, lubjett. to adjustaent when landlord rccliyes , tn bill vtlich includes
the period fro. the dlte of luch tu bUl to the expirltion or the tera hereof. Tenaot Iohail PlY sud'\
Idjusted aaolXlt vpon billing by l6t\dlord.
(d) ror the purpo$u of this leue, the 1l0Nja -Sep.ulely .&.slened PrHisel- 11'1.11 _In
only uch of the following portiOt'lt or the Shoppinq Centar which are in feet leplrlbl, assessed or
rot which the IltO\Slt of lues Ictullly assessed b r..udily lSeertlinable or .taim are used in
connection with the operltion of 1 deplrt.eot store or porlions of the Shopping Center whim SN
owned, l...sed to or otherwile occupied by a departaent ato.. .1 .....Jl:l I Ir W-, litlH: J ti_ l41 ~r :.t
..~ w....d. lL.ld 'I:, II ~U1H ill G;~"~ ':>.. a ""flatl u. "'M.H~ ,hfl_ rll '_II_Jon .f 11I.;-
l........ _ -...l_l, .1.1 .I-.elllt, Illl1- il 1- T--.,,'--l t Le.t lna.. .II _.._,III H,_ _.......... I\...l ....
~... vr ~ildi g....,.........1lI \1:1~ ~..,f'pf^9 ",""",t... rOt the purposes or this leau the -ot"da -leasable
floor- ,,..... Ihlll ee.n the 'qJlre feet or floor area in enclosed building:c which are erected en
portlons of the Shopping Center other th~ Separately ~sessed Preliles end which are 6e1i~
exe1ushd,. ror Ine and occupancy by Tenant. other than occupant. or Sep.ratdy ....ueas~ Pruises aod
which are open ror business by luch ten.nts. #
(e) rot the purpo$e of this lease the words -Tn Year- shill .-can the twelVe (12) full
calendar ec>rIth. of the lera c:~enc:ing with the :.nUlry !at i~dialely rollowing the couer.celle:'l:'
date and ending Oeceaber }lIt or luch calendar yut end each succeeding twelve (12) ~th period
thereaHer c()(ltollencing in the lena or thh lcloS.; provided, hOlleyer, the Hut Tilt Year ~11 co-aen<:e
on the cOlW1ence~nt dale Ind teuinlte on the i-ediately $ucceedi~ Oecellber }ht.
(r) If (or reasons other than Tenant'. cSefault the hra or this lease ler.in.tes on a c1a~e
othcr than the last d.y of I Tu Year, Tentrnt's Tax Rent shill be eq.Jil.bly pro-r.t~.
).jo\:withslanding Inything herein lo the contrary, ror the purpose of cO&;)uling the Tax Rent due for u-.e
first Tax Year, all tues (eq.Jillbly pro-r.ted) paylble during the ulend.r year in lfhich the fir-s~
Tax Year shall fill shill be 6eelted pIYlbIe durinq the rint TIX Year.
(g) H, .fter Tenant ',hlll have &Ide the reQ,lired .nnual pay"ent of Tax Rent, Landlord
shall receive I refund of I1flY portion or the uxes included in the cOGpulaUon of '~h Tax Rent,
provided Tenant is not then il"l 6eflult hereunder, landlord shall credit to Ttf'llflt lh,t percentaqe of
the net rerund after deducting III costs .nd expenses (including, but not Ii.iled to, .llorneys' .:"'od
.ppraisera' fees) expended or incurred in obtaining such rerund, .t\ich the portiO'\ or the taxes 1:1
question paid by Tenlnt be.u to the entire altOunt or such tues iMedilleIy prior to the rerl.nd.
Ten.nt ~11 not institute any ptc>ceedings with respect to the assessed ",lultion or the Shoppinq
Center or -'1y part thereof ror lhe purpose or seCl,lrin9 . tax redUl:liOt\.~ In.,the eYent the landlo:d
sh.ll ret.ain .ny consultant to negotilte the lltOunt of t.uel, tax nte, usened ....lue ...d/or other
(actor. infllJei'Ciog the U10vnt of tues and/or Inlt1lu~ ...y adalnistrative ...d/or It'9-l1 proceedinr;os
chllleng.i1'\9 the lax r.te, assessed value or other rlclon inf1uc:nc:i~ the lltOunt of tuu,v'helher or
not .uch 'CliOll results in I reductiOll 11'1 the l!tOlI'It or taxes, Ten""t's Tn Rent .hall include t..he
portion of the aggregale of III such reasonable (ees, reasonlble .ttorney.' and .ppraiun' (e~ w"ld
ell dis~rsell\Cnts I court costs .nd other .idler itear:s paid or incurred by l~lord duri~ t..he
.pplicable Tax Yeu ..ith respect lo such proceedings which is obtained by 1tCJ1liplyi~ the aggre~le of
such suw:s by the (ractioo set roclh in Section 2.04(b) hereof.
(h) If at any li.-e during the lena of this lease, under lhe lawos or ...y ~e or IIOrt
jurisdictio<'ls in which the Shoppin9 Ceote. is localed, a tn, i~o"ition, c:h.ar~, a.s.s"u~nt, le...y,
excise or licenle ree 11 luied on, i~o..d Igainst or lIeuured, ~uled or deterail'lt'd, w1'lether u .
substitute or not for the wtIole or any p..t or the tluS now leyied, ISseued or ~ed on rul
estate lIS .vc:h, there ahlll be levied, assessed or .i.q)o.sed (1) . tu on the renLt received froe suet.
real estate, or (2) a license fee _elSured by the rente receivable by laodlord fro. landlord'l Parcel
or any portion thereof, or 0) I tax or license fee i~O$ed upon l...dlord wfllch ia otheNiae ~"ur-e-d
by or ~ed in whole or part 1JPOo' landlord"s Parcel or ...y portion thereor, or (4) ... ince>>e or
franchise In, then the sao.e sh.ll be included in the cOltti'ulltion or taxes hereunder, <<::os;lu~d ll$ if
the IlIoOlS't of lvell tax or f~ 10 paYlble were that dYe if llndlord'. Parcel ~ra the only property of
landlord slJbject thereto. In addition to the roregoil"KJ, sno...ld ""'y 9O...ern-.efllal I4Jl.horily ..ctinq
under ~y existing or ruture law, ordinance or regulation, !eyy, a.s.sus or i~e . uz. excise ttrrd/or
assess-.ent upotl or against this lene, the execulioo hereor and/or the I<ini_ Rent, or .ny it.e. of
.dditi~l rent payable by Teoant to landlord ....nether by way or .ub31itution (or or ill addition l.o L'Y
existing t.x or olherwise, and whether or not evidenced by doc~tary stNlpS or the Hlee, Tenll(\t
sh.ll be responsible ror .nd .hlll PlY such tn, excise and/or IssesslIent, or l/\all rei.ouNe landlord
ror the aaounl thereof, as the case illY be. -lHf- .
(1) Teoanl's obliglUons under this Section 2.04 shIll lur\t'he the e>q>iraUon or cHIle:-
terlt\inltion of the ter. of this leue.
(j) In the event of any dispute .s to the floor area in the Shopp1l'"r9 Center or any portiC&'"\
the reo f (0 thee th.n the leased pre.1ses ",hi ch shall be de lerained by the pro... bionl or !.he Indc:ntu:-e
or lease), the deter.il\llion of landlord's architect 51'1.11 be binding Upool the part1e:t.
SreTlCH 2.0S. lddilion.l Re11t. "
All SVIIS of aoney or charges req..Jired to be paid by tenant \,nder thla lease, whether or not
* : ~ ~~;:~ =~~ entit~L~ =edielOt as he~inal::ove provided, landlord slo3ll apply the credit
v. are ue, t Y Up::x1 discovery of aJTO.Jnt and rea.sxJ for the credit.
~*Prov~ded, however, that the foregoing shall not apply to any federal state or local
tax lmposed on or on account of income received by Landlord even tho~gh in the form
of rents. (l
QfL
,J I t.
,
,
. ,
.r
.'
the 118llle are designated "additional rent", shall for III purposes hereunder be deeaed and shall be
paid by Tenant as rent. If such artounta or char-ges are not paid at the Hille provided in this lease
they shall nevertheless, if not paid when due, be collectible as rent with the nelet inshllllent 0;
fixed Hinimu_ Rent thereafter falling due hereunder and ahall bear interest frOG the due date ther~f
to the date of pay.ent at the highest rate allowed by law.
ARTIClE I II
BOCI< S or ACC(Ui T NIJ N.JJ I T
SECTl~ '.01. Tenant's Records.
(a)
or concessionaire upon t.he de.bed pre.hes ahall be operat.ed so that a .ales slip,
dated invoice or dated cash register receipt, serie ,be bsued with each sale or
transaction, whether for cash c . , and to record .11 cash aales Tenant shall utilize,
or cause to . , as registers eqJipped with sealed continuous totd or such other devices
rurt.heraore, Tenant. ahall keep at all t.imes during
the terti hereof, .t the de_bed predges or at the general offi~ of Tenant, full, CODplet.e 8I'lCl
accurate books of account and records in accordance wit.h accepted accounting practices with respect to
all operations of the business to be conducted in or frOCl t.he deeised pre.ises including, wi thout
Ihlitalion, the recording of Cross Sales and the re,ceipt. of all aerchandise into and the delivery of
.11 IIerchandise frOll. the de.ised preaises during the t.eE'1l hereof end shall retain such books end
recorda, copies of all tax reports submitted to the appropriate taleing authorities, 89 well as copies
of contracts, vouchers, checks, inventory records, dated cash register tapes and other doculICnts and
papers in any way relating to the operation of such oosiness (all of which are hereinafter
collectively referred to as "books and records"), for at least three C)) yeaM> frOll the end of the
lease year to which they are applicable, or, if an. audit is commenced or if a controversy should arise
between the parties hereto regarding the rent payable hereunder, until such eudit or controversy is
terlllinated even thovQh such retention per iod asy be .ner the expiration of the ter. of, or earlier
ter.ination of, this Lease. Such books and records shall at all reasonable tiDeS during the aforesaid
retention period be open to the inspection of landlord or its duly authorized representatives, who
shall have full and free access to such books and records, the right to audit such books and records
and the right to reQJire of Tenant, its agents and ellployees, such inforastion or explanation with
respect to such books and records as aay be necessary for a proper exs~ination and/or audit thereof.
(b) In the event Tenant violates the provisiona of Section '.01(a) end as a result of such
violation, Landlord, or ita duly authorized representative, is unable to conduct. proper exa~ination
and/or audit, the parties agree that landlord shall have been deprived of an iIIportant right under
this lease and, as a N:sult thereof, will surrer dala8ges in an 8IIlount which. is. .not readily
sscertainable and thus, in such event, landlord, in addition to and not in lieu of any other re~dies
which lsndlord has l..f'lder this lease, at law or in eqJity, shall have the right, .t its option. to
collect, IS Ii QJidated d8la8ges and not as a penslty, en 8IlIOunt eqJal to twenty percent (20:) of the
greater of (a) Percentsge Rent reported for the period or periods in qJestion. or (b) the annual fixed
HinilDUII Rent payable for the period or periods in QJestion.
SECTl~ 3.02. .A.udit.
If the eXllIination and/or audit referred to in Section 3.01 shall disclose that Tenant has
understated its Gross Sales by one percent (1,.) or aore for the period being exal8ined, Tenant shall
pay to lsndlord, upon deMand, the cost of such exa=ination and/or audit in addition to the deficiency
in Percentage Rent which shall be payable in any event. In addition, landlord aay treat the existence
of such liability as a Deliberate Event of Default.
ARTIClE IV
CcmTRUCTI~ Of' lEASED PREHISES
SECTl~ 4.01. Construction ~ Landlord.
Landlord, at ils cost and expense, shall construct the de IIi sed pre.ises incorporating in
such construction all itellS of "ork described as landlord's Work in Exhibit -A" attached hereto and
llade a part hereof (all such itell'<S are hereinafter collectively referred to as "landlord's Work-).
landlord shall have the exclusive right to deterlline the architectural desi9" and the stIVctural,
lIIechanical and other standard details and specifications of landlord's Work, including, but not
lilllited to, the type of aaterials and the lIanufacturer and supplier thereof.
SECTION 4.02. Tenant's I~rovements and fixtures.
(a) Within thirty (0) days after landlord's architect provides Tenant with Outline Plans
for the de~ised premises, Tenant shall furnish to Landiord, for landlord'a approval. conplete working
drawings and specifications, pursuant to Exhibit "Aa.
(b) Within ten (10) days after the notice of epproval of Tenant's cQQplete working drawings
and specifications by landlord's architect, Tenant shall, at its sole coat and expense, subject to Iny
- 5 -
~
,
,
,
.
provisions for rei.burseDent set forth in the Indenture, coa.ence and therearter prooptly cooplete all
the worlc Ind other reQJire.entl bposed upon Ten.rat In hhlblt -"'., (aU auc:h ite-s being herein
referred to IS -Tenant', Vork-) ~n the event landlord, on Ten",t'a behalf, aIlaU perfo["a any "Otic or
in,tall any eQJlp<sellt if)Cluded In Tenant', ~ork, Tenant, wHhin fifteen OS) dlys .rter receipt or a
bill therefor, &hall pay to landlord, as adcHUonal r-ent, a IU' IQJal t.o all au..s peid and costa
incurred by' landlord il'l perrordn9 evch '<'Orlc and/or i!\'Stalling ~h eqJ1.peent plus Idainhll'lUve
costa of landlord 11'1 a IUS eQJIl t.o twenty percent e20:) of lveh lUllS and/or cost.a. Hotd.t.hstan.ding
anythinQ contained In th1& Section 4.en to the conlrary, landlord ,hall not be responsIble or Hable
lo Tenant, it. .~nt.a, urvli/'\lI, er-ployees, licensees, or contractora, or their respective agetlt..,
aervanh, ellployees, Uee1Iseel or contraclor., for "'y 1011 or da...ge to the property or such ~rty
occurring prior to or aubseQJent to the co-eOCe.er\t or the ura. I{othi~ in this lease ahdl be
const.rued II in lIlY ..y con.tHut.1ng a consent or reQJcst by tan~ilord, expressed or ll11pHed. by
inference or olhervhe, to "''I cont.ract.or, aubcontrKtor, laborer, or .ateriahan ror the perroraanee
of anr labor or the rurnishing of ~y aateriala for any specific or general biproveaent. alteraHon,
or repair or or t.o the deahed preaises or tD any buildin9s or l1!9rovellenla thereon, or to any part
thereor.
SECT[~ 4.0). rin.nclnq.
landlord reserves the right to sever the ololOership of or title to the verious secUons or
the Shopping Cent.er atld/or to place aortC1aC1es on said sections, in -nich eue the right or Tenant IiC\d
other t.enant.s in the Shopping Center wi 11 be presel"Yed by a writt.en declaration or agreeaent. to be
executed by l&ndlord wid duly recorded, creating aulual. reciprocal and interdependent rights to use
the parking and ether COO/tOll areas and the ut1IHies and r.eHlties needed ror: the full use and
enjoy.ent of the de-ised predses by Tenant and other tenanla or occupanla in the Shopping Center
without i~&irin9 et\y of the duties and obligations or l~dlord to Tenant: t.nder thic tease. Tenant
ahall execute rron ti.e t.o t.ime such instru~nt.s reasonably reQJired by landlord and its 8Ortg8gee to
effecluate the provisions or this Section 4.03.
SECTl()-l 4.~. Excuse of PerrorlUnce.
Nolltithstlndin9 anything in this LeISe to the conlrary, H Tenant shall be delayed or
hindered in or prevented rrOll perforNnee or any act reQJired hereunder by reason of' any strilee, locle-
out., hbor dispu~, ciYil c~otion, lfulike operation, invasion, rebellion. hostilities, .UHary or
usut"ped power, ubotage, 90vemllental regulations or ~trols, fdlu~ or power, inability to obtain
any llaterhl or &ervice, Act or Cod or other rea.sOl'ls of a like nalure not relat.ed to the rault of
Tenant, t.hen perrorlL&nce of such sct by Tenant shall be excused for the period of the delay and the
period for the perrot'1Lanc:e or any such acl by Tenant sluiIl be ext.ended for. period eQJivalent to the
period of such &1&'1; provided, however, the foreQoin9 provision of this Section 4.04 shall not elt~lI8e
Tenant rroll the proa;>t parcent of fixed Hinbua Rent, Percentage Rent, Tn Rent, additional rent or
any other payftents reQJired J:Jy the ler.s of .this lelSe. Nobtithshnding anything in tllis lease to the
cont.rary, Landlord shall not be deeDed in de1'ault with respect to the perroraance or W'y-or the ler-as,
covenants and conditions of this tease if landlord' a r.ilure to perfora sueh t.erws, covenant.s and
conditions is due to any Itrike, lockout, labor dispuu:, civil c~tion, warlike operation, inva:sion,
rebellion, hostilities, 1li11tary ot" usurped polCCt", sabotage, 9Ovem~tal regulations or: cont~1s,
rdlure of power, in.bility to obtain a.ny caterial, service or financing. Act or Cod, fire or other
clSualty or other cause, 'tChet.her sil'llilar or dissi-ilar to those enl.lurated in lhis Se1:tion, vhich is
beyond the reasonable cOl"ltrol or Landlord.
ARTIClE '(
C CJ-COC T Cf' eus [k'(5 S
SrCTlCN S.Ol. Use of Pre_hes.
el) "!iCePt" IS otherwise specHically provIded herein, co.aen<:ing on the eo=senceaent date
and there.net ror the b.hocc of the teNa of this lea3e. Tenant lluill continuously occupy .nd use the
de.bed pruise. solely for conducting the business specified in the Indentut"e or lease 1.5 the
peraitted use, and will not use or pet"llit or sufrer the use or the de.ised prC1lises ror any other
business or purpose. tn addHion, Tenant agrees t.hat Ten.....t shall not operate or cause or perdt to
be operated any c:atalo9<Je, .ail, or telephone order sales in or rr04 the lfe.ised pre..ises except the
incidental sale of .erchandise which Tenant is perllit.ted to sell over the counter to custcxsera In the
dedsed prellises pun;u~t to the petJlilted use set forth in the Indenture of leiSe. The authoriution
of the use of the preahes ror the business purposes set fort.h in the Indenture or lease does 'not
constitute I representatioo or warrant.y by Landlord th.t any particular use of the preQIses is ~ or
will continue to be perwit.ted under applicable la~ or regulatioos.
(b) Tenant sh.ll not perdt. allow or cause I)/'\Y of the following t.o be conducted in the
dellised premises: any public or pri v a te aue lIon, or Illy sa Ie ...nich "ou ld Indiclte to the pub lie tha t
Tenant is bankrupt, is 9Oin9 out or business, or has lost its lease. Ten.....t shill not use or per.it
.,...y use of the dellised pre..ises, except in a ..nner consiat.ent with lhe general hiQh standards of
..erchandisin9 in the ShoppinC1 ecoter, nor shall Tenant's advertising indicate or infer that Tenent is
0geratin~ .Hs business in a aanner ...nich . is not ~sistent ~ith t.he general high standard::s ~r
rcrc:handUlng in the Shopping ecoter. Nothing contuned in thu Sect.lon S.Ol(b) shall affecl or 15
- 6 -
\9i~
~
,
.
#
intended to affect Tenant '5 pricing policies.
(c) Because the adeq.Jacy of the rental hereunder is dependent upon Tenant' a Gr05s_ Sales
whether or not Percentage Rent is payable hereunder, Tenant agrees that c~ncing .ith the
co~ence.ent date and thereafter throughout the ter. of this lease, Tenant Nill continuously, .ctiyel~
and diligently operate Dr cause the perllitted business to be operated in good faith and in ....
efficient, businesslike and respectable I18nner, .lintaining in the dellised prelllises a full st.ff of
elllployees and a full stock of seasonable IIerchandise of the q.Jali ty, kind, type end breadth which
Tenant usually sells, and e~loying Tenant's best continual efforts and abilities to the end that the
aadllulI Grosa Sales lfhich can reasonably be produced frea the delllised prellises shall be produced.
Tenant ahall not use or perait any use of the de_ised pre.ises, or any part thereof, in a aanner which
in landlord'. opinion Nould injure the reputation of t~e Shopping Center Dr the neighborhood of which
it is . part.
I (d) Throughout the terll of this lease, Tenant shall cause its store to rellain open frew
~ A.H. until at least'~P.H. each day of the weele and those hours 00 Sundays*,-t L,H"-r~
.udfl.1I '"ilL ....., (-lIlu. 1111 is IJIII" h Uti IHllIlha Tenant agrees that the hours durir\g which
Tenant is obligated to operate 8ay be changed by Landlord frOlll time to ti_e, provided that landlord
Nill not act in a discrilllinatory ~nner.
(e) Tenant ahal! operate and/or advertise the business operated at or frea the de.ised
premises only under the na:te set forth in the first page of the Indenture of lease, unless and until
the use of another na~e is pernitted, in writing, by Landlord.
SECTION 5.02. Storage.
Tenant shall warehouae, store and/or atock in the leased prellliaes only such goods, ..res and
lIerchandise as Tenant is pet1litted and intends to offer for aale at retail in, at or frolll the leased
prellises. This shall not preclude occasional emergency transfers of merchandise to other stores or
Tenant, if any, not located within the Shopping Center.
SECTION 5.03. Additional Use of the Premises.
Tenant covenants-and-agrees that Tenant at its own cost and expense:
(a) Will keep sl1 exterior and interior store front surfaces clean and will lI\aintain the
the demised premises and all corridors snd loading areas illlllediately adjoining the delli.sed
in a clean, orderly and sanitary condition and free of insects, rodents, verrnin and other
rest of
premises
pes ts ;
(b) Will not perllit acculllulations of any refuse, but will relllOve the SSIle daily and keep
such refuse in odor-proof, rat-proof' containers within the interior of the demised predses shielded
from the vieN of the general public until rellloved and will not burn any refuse whatsoever but will
cause all such refuse to be .removed by such person or cOlllpanies, including Landlord, as aay be
designated in writing by landlord and will psy all charges therefor; Nill secure all wet garbage in
heavy-<luty trash bags; and will .,ake special arrangelllents for the disposal of any fats, oils, greases
snd/or batter. If Tenant shall fail to remove all such refuse, or should fail to make special
arrangements for the disposal of any fats, oils, greases and/or batter, Landlord may remove or dispose
of the same and Tenant shall pay to landlord all sums and costs incurred by landlord in perforlling
such relllOval or disposal plus administrative costs of the landlord in a SUIll eqJal. to twenty percent.
(20~) of such sums and/or costs as additional rent;
(c) Wil! replace prO<llptly with glass of like kind and qJality any plate glass or windo--
glass of the demised premises which may become crscked or broken;
(d) Will not, without the landlord's prior written consent, place or aaiotain 81'"1)'
~erchandise or other articles in any vestibule or entry of the demised premises or within two (2) feet
of any entrance frolll the detllised prelllises to the enclosed mall, on the footwalks adjacent tnereto or
elsewhere on the exterior thereof;
(e) Will not use or permit the use of any apparatus, or aound reproduction or tranSllission.
or any Nusical instrument, in such .anner that the aound so reproduced, transmitted or produced ahall
be audible beyond the confines of the premises, and wi 11 not use any other advertising caediull,
including without limitation flashing lights, or search lights which may be heard or experienced
outside of the leased premises;
(f) Will keep all mechanical apparatus free of vibration and noise which .ay be trenallitted
beyond the confines of the deMised pre~ises;
(g) Will not cause or permit. objectionable odors to eA'lanate or be dispelled frea the
de~ised premises;
(h) Will not solicit business, distribute handbills or other advertising matter or hold
demonstrations in the parking areas or other Common Areas;
(i) Will not per=it the parking of delivery vehicles so as to interfere with the use of any
driveway, walle, parleing area, or other Co~~on Areas in the Shopping Center;
(j) Will c~ply with all notices, ordera, laNs and ordinances, including ell environ.ental
laws and laws relating to wastes and hazardous materials and any environ.ental atate, county or local
laws or regulations, the COQprehensive Environmental Response, Compensation and lisbility Act of 1980
and the Resource Conservation and Recovery Act of 1976, as amended from time to time, with any pre-
approvals, if re""ired, to be granted by the respective governmental agency, and all recQOOl)llndations
of the Association of fire Underwriters, rectory Mutual Insurance COIrIpsnies, the Insurance Services
Organization, or other si~ilar body establishing atandards for fire insurance ratings with reapect to
the use or occupancy of the prellises by Tenant, and will participate in periodic fire briga<k
instruction and drills at the reqJest of landlord and will supply, Illaintain, repair and replace for
# 8:00
*' frcm ??oo mtil 4:00 P.M.
- 7 -
~
.'
"
,
.
the deaised pre_ises any fire extinguishers or other fire prevention equipment (including installation
of approved hoods and ducts if cooking activity is conducted on the prenlises) r-equir-ed by the
a forellentioned ru les, regu lations and Association or other body in order to ob tain insur-aoce a t the
lowest available premium rate throughout the tera of this leasej and will not engage in the treataent
of any waste, except as per.itted or required by law and aubject to the conaent of the landlord and
the 1asuWlce of all appropriate licenses and penits and cOttpliance with 811 laws ~ f'e9ulaUons
relating to such treat.ent;
(k) Will not receive or ship articles of If'ly kind except through the facilities prOvided
for that purpose by landlord and will not per.it any delivery of gooda, supplies, aerchandise. or
fixtures to or fro~ the leased pre~ises to be ~ade through any of the enclosed ~alls unless the leased
premises hive no entrance other thsn on such a asll, in whiC'h litter cue Tenant ahall use its best
efforts to schedule such deliveries outside Shopping Center busineaa hours, except with llf'ldlord's
approval in e~rgency situations;
(1) Will light the show windows or the deaised premises snd exterior 8igns each day of the
year to the extent which shsll be required by landlord but in no event lster than one hour after the
close of the Center;
(.) for any exterior entrance or service door exclusiYe1y serving the de.ised prellises,
wi 11 keep all outside areas illllledistely adjoining the UDe including. but not U.Hed to, sidewalks
snd loading docks free frOft ice and snow and Tenant hereby agrees that Tenant is solely liable for eny
accidents occurring OIl said outside areas due or alleged to be due to any accullUlatioo of ice end
snow;
(n) Will refer to the na8e of the Shopping Center in all advertising done to proaote sales
at the deaised premises;
(0) Will, if reQ.Jired by landlord, install. inspect end l18intain filtration devices.
including, without lillitation, grease traps, oil spll Uers and/or acid neutralizers, in and CJ'\
Tenant's sewage lines prior to any discharge 0 f wa ter or sewage frOCl the de.bed prellises into
landlord's sewer lines. In the event that Tenant shall fail to instell, inspect or uintain the
aforesaid filtration devices, landlord ~y undertaKe such installation. inspection and/or asintenanee
and Tenant Shall pay to landlord all SOIllS and costs incurred by landlord in perfor.ing such
installation, inspection and/or I\aintenance plus adllinistrative costs of the landlord in a su,. equal
to twenty percent (20:) of such sums and/or costs as additional rent.
(p) Will not use the plu~ing facilities for any other purpose than that for which they Ire
constructed and will not perllit any foreign substance of any kind to be thrown therein and the ex.pense
of repairing any breakage, stoppage, seepage or da~ge, whether occurring on or off the pre.ises,
resulting from a violation of this provision by Tenant or Tenant's e~loyees, agents or invitees shall
be borne by Tenant. All grease traps and other plullbing traps shall be kept clean and operable by
Tenant at Tenant's own cost and expense;
(Q) Will not perlllit any Shopping carts in the Coomon Areas even if t.alceil there by
custolllersj
(r) Will not place or cause or penH to be placed vithin the dellised pretlise1i, pay
telephones. vending I18chines (except those for the exclUSive use of Tenant' a etlploye&s) or alWsea.ent
devices of any kind without the prior written consent of landlord;
SECTION 5.04. Rules and Regulations.
(a) landlord reserves the r i9ht frOll tilte to U/le to adopt and prOl'llulgate ru les and
regulations applicable to the denlised prelllises and the Shopping Center and to eaend and supple.ent
such rules and regulations. Notice of such rules and regulations and of any amendDent and suppleeents
thereto shall be given to Tenant and Tenant agrees thereupon to comply with and observe all such rules
and regulations, provided that, to the extent practicable, the salte shall be applied l.l1iforaly to
substantially all non-department store retail tenants of the Shopping Center.
(b) landlord's rights and remedies in the event Tenant shall fail to COGIply vi th and
observe such rules and regulationa shsll be the same as though such rules and r-egulations were set
forth in Section 5.03 of this lease.
ARTICLE YI
GRANT Of' C~crsSIOOS
SECTlCN &.01. Conditiona to Grant.
The provision against subletting elsewhere contained in this lease ahall be applicable so as
to prohibit Tenant froll granli'1~ concessions without the consent of landlord for the operation of one
or 1I0re departmenta of the business of Tenant, and any grant of concessions consented to by Landlord
shall be subject to the conditions that (a) each such concession which may be granted by Tenant shall
be subject to all the terms and provisions of this lease, (b) the Crass Sales froo the operation af
each such concession shell be deemed to be a part of the Gross Sales af Tenant for the purpose of
determining the Percent.age Rent payable to landlordj (c) all of the provisions hereunder applying to
the business of Tenant including, but not limited to, the provisions of Articl~ II and II I shall
apply to each such concession; (d) unless otherwise approved in writing by landlord, such departaent
or departllents shall be operated only es part of the busineas operation generally conducted by Tenant
on the de.ised prellises and under the advertised n8~e af Tenantj and (e) at least seventy-five percent
(75:) of the sales floor area of the leased preais&S shall at all tillles be operated directly by
T etlan t.
- 8 -
~
.'
.
'.
ARnCtE VII
CClH-Oi AREAS
SECTlCt\ 7.01. Definitioo; Control.
All areas, space, facilities, equip~ent, and signa, to the extent aade available by Landlord
for the cooonon and joint use and benefit of Landlord, Tenant and other tenanta and occupants of the
Shopping Center, and their respective ell'4>loyees, agents, subtenants, concessionaires, licensee$.
custol)!rs and other ul\'iteea, ere collectively referred to herein as -C04IllIOn Area-. If and to the
extent aade available by Landlord, ComftOO Areas Shall include, but not be liNited to. the sidewalks.
parking areas, access roads and dr"iv~, driveways, parking decks. bridges, landscaped areas, truck
serv iceways, tunnels, loading docks, open and enclosed pedestrian wallcways, corridora and aaUs.
courts, s tei rs, ranps, elevators, escalators, c()IIIfort and first aid stations, public washroOllS,
community hall or auditoriua, parcel pick-up stations and utility lines. All Comeon Areas in or about
the Shopping Center shell be aubject tD the exclusive control of landlord. Landlord shall operate.
asnsge, eQJip, clean, light, aurrace end uintain the COllllon Areas all in such aanner as landlord. in
its sole discretion, aay, frOCl tiale to tille, deteuline (including, without liaitatioo. the right tD
Iceep the enclosed 11811 open only during the hours when the Shopping Center is open for business) 8nd
Landlord shall have the sole right and exclUSive authority to e.ploy and discharge all peraonnel with
respect thereto. landlord hereby expressly reserves the right frOll titae to tillle to construct.
aaintain and operate lighting and other facilities, equipeent and signs on all of the Cocaon Areas; tD
clean the Common Areas; to use and allow others to use the C~n Areas fat any purpose; to change the
size, area, level, location and arrangellent of the COIlllon Areas; to build lIUlti-story and/or
subterranean parking facilities; to regulate parking by tenants and other occupants of the Shopping
Center and their respective enrployees, agents, subtenants, concessionsires and licensees; to enfor-ce
parking charges (by operation of meters, or otherwise) with appropriate provisions for parking ticket
validation for tenants; to close te~orarily all or any portion of the CQmQon Areas for the purpose of
making repairs, changes or alterations thereto or perfor_ing necessary aaintenance in connection with
any elllergency, in connection with closings resulting frOIl adverse weather conditions or for any other
purpose whatsoever, whether such purpose is sillilar or dissimilar to the foregoing; to discourage non-
custOller parking; to establish, modify and enforce reasonable rulea and regulations with respect tD
the CMJIlon Arees and the use to be lude thereof. for the term of this lease Tenant is hereby given
the license in cOmQQn with all others to wh~ Landlord has or may hereafter grant rights to use, the
C~on Areas as they Aay froll time to ti.e exist; provided, however, that if such license shall at any
ti~ be revoked, in whole or in part, or the size, area, level, location or arrangelllent of such COQlllOC'l
Areas or the type of facilities at any time forlling a part thereof be changed, altered, rearranged or
dillinished, Landlord shall not be subject to any liability therefor, nor shall Tenant be entitled to
any coapensation or dirainution or abatement of' rent theref'or, nor shall such al teration,
rearrangecaent, revocation, change. or diainution of such CODlIon Areas be dee.ed a constructive or
actual eviction or otherwiae be grOCJlds for tereinaling or llOdifying this Lease. In order tD
establish that the Shopping Center or any portion thereof is and will continue to reaain private
property and to prevent a dedication thereof' or the accrual of any rights to any person or to the
public thereon, Landlord hereby reserves the unrestricted right, in Landlord's sole discretion, to
close all or any portion of the CCQQOn Areas to such extent as, in the opinion of the Landlord'.
counsel, DaY be legally aufficient to prevent such dedication thereof or accrual of any rights to any
person or the public thereon; provided, however, Landlord reserves the right at any time and frOG tiae
to ti~ to dedicate to public use part or all of the ring roads, access road, and drives and utility
lines, together with all easements required to ef'f'ectuate such dedications, as it .ay see fit.
SECTION 7.02. Parking facilities.
Tenant shall cause it and its elllployees to park only in the outer areas of the parkin9 lot
or such pIeces as provided and designated froll tille to tilDe by Landlord for elllployee parking. Within
ten (10) days after I reQJeat by Landlord, Tenant ahall deliver to landlord a list of Tenant's and ita
elllployees' automobiles, which such list shall set forth the description of and the license nunbe"
assigned to such aul()4llobiles and their state of issue. Thereafter, Tenant shall advise landlord of
any changes, additions or dele tions in such lis t. I f any au tomobile appear ing on said liat is parked
in any area of the Shopping Center other than the area designated by Landlord at any time .rter
Landlord has given notice to Tenant or Tenant's store manager that the sa~e automobile has previously
been parked in violation of this provision, then Tenant shall pay to Landlord the su. of T~enty-rive
Dollars (S2S.00) per day for each such 8utolllobile for each day (or part thereof) it is parked in
violation of this provision. Tenant shall pay such SUIll to Landlord within ten (10) days after receipt
of notice froll Landlord. In addition to the foregoing, Tenant hereby euthorized landlord in auch
event to rel1lOve frOll the Shopping Center any of Tenant's aulOllobiles, or autooobiles belonging tD ~~
Tenant's employees, and/or to attach violetion stickera or notices to such au tOlllobiles, and T~nl.tl<.;.
h~~~~landl-&.t'd .nd h~r,.by in es an 0 s
c i i.....q~ ('0-.... a"ld ell~n~..s whit'''' ....y ari&e-t~
SECTION 7.03. Roof Walls Changes and Additions to Center.
(a) L.nd\o~eby reserves the exc1usiverIgflt at Bny tilDe and froa tille to time to use
all or any part or the roof end uterior walls of the dellised prellises for any purposej to erect
scaffolds, protective barriers or other aids to construction on, around and about the exterior of the
- 9 -
~
. .
.
.
...
.,
duised pruisu, pro.,ided tJI.t Ieee" to tM deahad pr...-ins ~11 not. be IUblhnthlly 6Mird; to
Inler the dealud pre.ilea Lo shore the rourldlUona artd/or wall. therltOr aI'Id/or to install, ..lnt..in.
use. repair. inspect and replaca pipea, duct., C'()t')dcJita and wires ludinq t.hrouQh or located ~.J-cent
lo the deahed preaisu and uC'...i~ other p.artA or the ~il'l9 Center in location. which do not
..terlally interfere with lenal'lt's u.. thereof. Tan.,t r",ther agre" that landlord ..y -..Ice eny vse
it. deairea of the aide or rut ".111 or ceiling 'plca or the 60dud preai..., provided that the~
,hall be no encroachNl"ll upon the interior or the deallad prettllu. landlord'. riQhl hef"t'lJnder lUy be
exercised by landlord'l designees.
(b) llndlo~ hereby reservu the right It 11'I'1 U.. to lUke IllerlUons or addHiClnll to, end
lo build lM:ld.Hionll Itories en, and to bcJUd edJoinlnq ta. the buUdin9 In lIhich the dealud prealses
are contained, and Tenal'lt JIIan ~v. no interaat of any kind ~t'oeYer in the ..ld .&:flUons or
additional atorea or tdJoini"9 building_. landlord ilia r-.-ervea the rililt to enlaf'ge the lrea of the
Shopping Center by Idding additional ground theret.o (rOIl Uae to tlae and. lIlhether or net. 10 enbf"ge'd.
to construct other bcJildJ.n~ or bprovcJtents in tha Shopping t.nhr .t ..,y tbe and (rea tbe to tbe
and to .ake alterations thereto or addit10ns thereto and to build additional .tories ~ such building
or building_ and to bcJ1!d IdjoininQ the sue II'Id to construct double-deck elented or .ubterr~an
plrki~ facilities.
(e) 1f any elCcavaUon shill be aade or authorized tQ be aade upon land adjllcent. to the
leased pre.isCI, Tttlant JIIaU .arrord to the person caudncJ or authorized to esur.e a:uch exc.....tion
license to ent.er upc:n the leased pre.hea ror the pu~. of cSoing -.uch .ark II landlor-d shall c:See.
necessary to preserve lhe WIll or tha buildinq 1)( .tlieh the teaud prettltu (orl!! 8 part (~ injury or
delUge and to support the sue by proper roundationa. without any data for dalllges or inder.Hlcation
against landlord or dialnuticn or abate-.ent. or rent.
(d) l.ndlord ,hall not be aable in MY luch ease ror any inconvenience, disturo.-.ce, Iou
of business or .ny other aMoyance arising rrOll the exercise of 11'I)' or 8U or the ri9hls of tan<llo~
in this Section 7.03.
SECTI()ol 7.04. Right l2. Relocate.
Tne pu rpose of the plan here to annexed .. Exhibit -8- is solely to show the approx:... te
location of the dellised prnises. llndlord hereby reserves the rl9ht. at any UIte and frOll ti~ to
Hae to .ake changes or revision in such phn, includinq, bcJt not lbited to, tddlUons to.
subtractions fron, and/or relocations or rearrange_enu or. the buildlnqs, parking lre.as. and other
C~n ArelS (as derined in Section 7.01 hereon shovn on such plan; provided only that the Ihe and
location of the deeised prellises shall not. be 8ltered and reasonable Iccess thereto shall not be
substanthlly illlplired, provided, however, that; landlord reserves the ri<,;lht to relocate a Idesk
pre...ises, It its sole expense, to a location of eq,Jal desirability upon fifteen (l~) days' notICt: to
TC080t.
SECT1CH 7.05. Expenses. .
llndlord {subject to the C02aOn Mea PaylteOt .. let forth in Section 7.06} _111 at iu
eXpe1'Ise operate and aaintait\ or cause t.o be operated end ..int.lined the l:~ Areas and the Shoppill9
CenUlr. ror the purposes or lhia leue, -~eraU"9 Costa- .nall be those costa or operaUrq and
aaintlining, or of clusir'19 the operation and ..intenanee of, the COCUlOn Are" and the Shopping Center
of which the demised prellhes forl\'$ . part in a ...mer dee.ed by l.,-,dlord to be l"euonable end
appropriate including, but not. U_ited to, aU COlla and exp~es, whether expended or 1ncurre-d of
repalrin<,;l, li9hting, cleaning, painting. rerurbishi"9, r1!phcing and aaintlining Cincludinq, but not
II-iled to. preventi.,e aainl;enW\ce) tnd insuring the SMe vith ,uc:h policies and CQQpaniea and in sucn
H.Hs as aelected by landlord (including. but. not U.Ued lot flre insurance IIith extende-d eover.~,
liabilit.y insurance covering personal injury, death8 and propert.y daallge with 8 persa\al injury
endorse~nt. covering r.lse arreat, detention or ilprisoneent, aal1cious prosecution, libel and
shnder, and wrcngful entry at" eviction. worXMIl'. coa.pensaUon insurance. plate 91a.ss insunoc:e,
contractual liability insurlnce and n~l1t.y bonda), r-e-oving anow( ice, nJbbLah .-d debrb;
inspecting; rental and depreciatioo (over a period not. exceed1nq ably 60) .ooths) of MC:hlnery and
eqJip-.nt. and olher non real est.te "sets used in the operation .-.d _intenaoce of the Shopplll9
Center; repairing Ind/or rephcing or paving, roaring, curbs, ltdlc....p, laodsclplng, dra.l~, cn_lte
we ter Hnes t sanitary sewer lines, ,torlll waUlr l1n~, e1et:t.rical Hnes .nd olher eqJi.pee:rlt. uni09 the
properly on which Shopping Center or any part thereof is coostrveted or 1& to be construcbd; heating,
ventilating and air conditioning enclosed COCIIIon "'~"r unifora and replacellle1'lt of \Illror.s: the
rente 1 or IlUS ic progra..s. .e ["Y ices .rld loudspeaker 'r-steu including the ru rni5hinq or e1et:tr icfty
t.herefor; III charges tJlat aay result. rro. any environ.enhl or other lalt1l, roles, r-egulations
guidelines or orders; the cost or obtaining and operating public transportation or shuttle bus syst~
used in connectioo with bringing custOBer. to the Shopping Cent.er; the gross COCIpeo.ution of all
personnel req.Jired or nece3S.ry to b.pleaent the operation, .dntenen~, adllinistrltion. or repair of
the Shopping Ce:nler including, without Ibiht.1on, ..nageMnt, aecretarial. ofnC'e. .dnt~
personnel, thecoat of cOClpensaUng landlord', ofr....ite penonnel in...olved in the adalnhtratlon of,
and providing services u>, the Shopping Center, includinq, witholJt. li-it.Uon, leqal, aCCtxXltil'l9 end
secrehrhlpenoone1, ba.sed upon an apportloneent or wch COlIpenllUon IlIOO9 all properlie. in ..tlicf1
landlord or its .ffiliates CIOO an eq,J.Ily interest ~ to aupenlae and acco.pliah the ro~lnq IiOd all
.dl1inhtulive charge eq,Jll to fifteeo percent (IS:) or the total of .11 ~rat1"9 Cosu.
S[CTl~ 7.06. C(Xllo"IOO Area Par-ent.
(a) rare.en ..I.C1:cunting Period- (.s defined in Section 7.06(r) durir.q the U", of this
- 10 -
~.(L
"
*but never less than eighty percent (80%) of the gross leasable area of the
enclosed buildings of the Shopping Center excluding said~:Separately Assessed
Premises,
"
lease, Tenant shall pay to landlord, IS additional r-ent, as Tenant's share of the Opet'1lting Costs, .
aUII eqJal to the product obtained by IlUltiplyin9 (i) the total ~eratin9 Costs for such ~tirx;
Period less .11 cOl'ltributions thereto actually &a<$e to Landlord by occupants of any Separateh
Assessed Premises by (ii) a fraction, the nUDerator of which shall be the IqJare feet of floor area cf
the de.ised premises, and the denominator of which shall be the sqJare feet orleased floor .rea 1:'1
the Shopping Center. for the purposes of this Section ,leased floor area ahall aeen the sqJare f~:
of floor area in enclosed buildings which are erecud on porUons of the Shopping Cen~r other t.hwl
Separately Assessed Pre.ises as defined in Section 2.04(d), which are designed exclusively for use end
occupancy by tenantl other than occupanta of Separately Assessed Pre.isest and which are occupied
pursuant to an agreeltent with landlord by the t.er-s of lthich landlord obtains acre then a noeil\Ll
rental. All such floor area shall be IS deter-ined p~H",uant to the provisions of Section 2.04(J) end
shall be fi~ed as or the last day.of the applicable Accounting Period.
(b) On the fiut day of um calendar .onth during that porUon or the ter- hercof falli~
within the first AccOtM'lting Period, Ten811t shill pay tQ landlord, in advance, and as ~diUond r-ent.
without de.and and without any aetorf or deduction, I ainiMJll par-ent for Tenant's share of the
Operating Costs as set forth in Section "f. or the Indenture or Lease. If the coc-.encellet'\t date
hereof shall not. be the first day of a calendar -.:nth, Tenant'a payunt or Hs share of Operatirq
Costs for the fractional ~th between the COCIlllenc:u.ent date and the first day of the nut full
calendar IIOnth in the ter. shall be prorated on a per die. basis (calculated on . thirty (0) da1
aonth) and shall be paid together with the first par-ent of fbed Kinlltu. Rent.
(c) After the first Accounting Period. Tts"\ant shall continue to pay such ain.t-u. paysents
ror Tenant's share of Operating Costa on the first day of uch aonth in .edvance .-,d IS additional
rent, vithout de~and and without any setoff or deduction, but the aroresaid a.ount of Tenant's share
of OperaUng Costs Day be incteesed by landlord .fut the end of each Accounting Period during the
t.ere hereof on the basis or the actual Operati09 Costs for the ill.dedlately precedirq AecoonUl'I9
Period. Upon landlord furnishing to Tenant a slate-=nt setting forth such revised O;>erating Costs,
Tenant shall pay to landlord such revised share in eqJII aonthly installaents, each such inslallaent
to be . sua eQUal to one-twelfth (12th) of such revised Operating Costs in advance on the ri~t day of
each calendar month thereaffer until the next succeeding revision.
(d) follo....ing the end of each AccoUllting Period in which Tenant's share of O;>erating Costs
exceeds the ainimo. pay.ent set forth in Section lOr- of the Indenture of lease, Landlord shall furnish
to Tenant a written statement in reasonable detail covering the Accounting Period just expired Showing
the total Operating Costs for such Accounting Period, the asaount of Tenant's proportionate share
thereof and payments .ade by Tenant with respect thereto. In IIlking the cocputations as aforesaid,
Landlord's statellent shall be conclusive evidence of ~et'8ting Costs.
(e) If Tenant's proportionate share of ~erating Costs exceeds Tenant's paYllents with
respect to any A~ounting Period, Tenant Shall pay to landlord the deficiency within t~ty (20) days
after the date of the furnishing of the statement frOll Landlord.
(r) for the purpose of this lease, the w9t'ds. "Accounting Period!' .e8l1 the period consisting
of twelve (12) Ctilsecut1ve calendar IIOClths cOlalaCncing on a date deteralried by landlord and each
succeeding twelve (12) calendar ltOI'Ith period cOGlllloenCing durin9 the tera of this l~; provided,
however, the first Accounting Period shall CQQlllence on the date the Shopping Center rirst opens for
business with the public and shall terainate on the date bnediately preceding the date so dete..ined
by landlord.
(9) H the tera of this lease cOQllences .ner the date the Shopping Center n~t opens fo:
business with the public or terainates (other than by reason of Tenant's default) during an A~counting
Period, Tenant's obliga tion for Tenant' 5 share of ~rating Costs for such Accounting Period shall be
eqJitably pro-rated.
(h) Tenant's obligations under this Section 7.06 s!\all survive the eXJ?iratic:n or earlier
terrtinalion of the ter. of this lease.
SECTI(Jl 7.07. Proportionate Cost of Security.
landlord IUIY elect,bU't shall not be req.lired, to provide security ror the Shopping Center.
If Landlord shall elect to provide security for the Shopping Center, Tenant shall pay ib properUc:n-
ate cost or such security deterained as followsl
(.) for each Accounting Period or portion thereof in the te["ll hereof, Tenant shall p<<y to
Landlord, as additionsl rent, the amount obtained by ~ltiplying the total of all costs and e~
or every kind and nature incurred by landlord in providing aecurity for the Shoppinq Center by .
fraction, the numerator of which ahlll be the sq,Jlre feet of Ooor area of the dellised prellises, and
the denoltinator or which shall be the sQJare feet of all -leasable floor nea- (as dentled in Sectic:n
2.04(d) of this lease. All such floor area shall be as deter.ined pu~uant to the provision.s of
Section 2.04(j) and shall be fixed as of the last day of the applicable Accounting Period.
(b) Tenant shall pay its proportionate cost of security dthin lwenty (20) days after the
date of the furnishing of a statelllent of such charges by Landlord.
(c) "lthough Tenant shall pay its proportionate share of the cost of ucurity, ..
aforesaid, in addition to, and not as . cOlllponent of, its proportionate share of Operating Costa, ror
the purpose of Arlic1es XVIII and XIX and Sections 1).02, 14.01 and 20.02 of this lease, the words
"Operatin9 Cos16" ,hall be deemed to inclUde such share of cost of security.
"
ARTlCt[ VIII
SIGHSI AlI'4 INCS I CANOPI[SJ rtXTURf:SI AlT[RATlCWS
- 11 -
v:t(G-
~
.
.
\
"
SECTI~ 8.01. S\qns. AWI'Iin!}s and Canopi~.
(a) enant shall. at its own risk, lawfully erect illuminated signs. ~ming the
business of the occupant of the demised precises, and agrees to aaintain said aigns in QOOd condition
and state of repair and save Landlord harllless frOQ any loss, cost of daaage as a result of the
erection, ll8intenance, existence or reDOul of such signs. All signs shill be in acco~ wit...
Landlord's Sign Specifications, a copy of which will be attached to the Outline Plan IOd shall be
approved in writing by Landlord. Upon vacating the deEiaed preaises, the Tenant Igrees to ~ve al:
signs and repair all damage caused by such re~oval. Tenant covenants th.t no flashing.-illuainated 0:
paper ligns will be used anywhere in the demised pre.ises and .U signing is subject to L~lord'.
prior written approval. Tenant shall not install or .fn" any dqn, device, antenna, firture 0:
.Uachllent on or to the exterior or interior of the deabed premises includinq, by way or
illustration, any window or door; nor . place any vent, atructul'e, building, hlprov~t. siqn 0:
advertising device or obstruction of any kind within the COlUlon Areas or on the exterior or interio:
walls of the deaised prellises, without first obtaining Landlord'. written consent.
(b) Tenant ahall neither pla~ nor ..intdn nor auffer to be placed or aainlained on the
exterior of the de.ised pre~isea or on the glas8 of any window or door of the demised premises whi~
shall be visible froo the exterior theNof or within three 0) feet of any .uch glass (o:'''ler tn.'1
neatly lettered signa of reasonable size placed on the floor of the display window id.enti fying
articles offered for aale and the price thereat") any sign, awni.n9, canopy, decoration, lettering,
advertising satter or any other thing without in each instance first obtaining Landlord's written
approval thereof; and Tenant further agrees to design end to aaintain such sign, de-::oraUon.
lettering, advertising natter or other thing as .ay be approved in good condit1O/'l and l'epeir at all
t:i aes .
(c) Tenant shall not paint or decorate any part of the exterior of the deaised p~ses, or
any part of the prellises which shall be visible frOll the exterior thereof, withoot fir-st obtainil'll;
landlord's written approval of such painting or decoration.
Cd) Tenant shall install and aaintain at all tiMes, subject to the other provisior~ of this
Section, displays of seasonable merchandise in the. show windows (if any) of the demised prea;ses; .~
Tenant further agrees that all articles and the arrangement, style, color and general ~earancr
the reof, in the interior of the dealised premises lIhich shall be visible frOtl the exterior thereof,
including, but not limited to, windolt displays, advertising ..tter, sigos, .erchandise ~ stor-e
fixtures, shall be aaintained in the pretises so 85 to be in kee-pinq with the character and standarcs
of the Shopping Center.
SECTICW 8.02. Property in Dellised PreGlises.
(a) All leasehold improvelllents, such 8S light fixtul'es, heating and air-co....:Htionino;
eq,Jiprnent. shall when installed attach lo the fee and becOI'le end reNin the property of Landlord.
Such property shall not be ,removed unless replaced with like property.
(b) All inventory and all trade fixtures hereafter installed or placed by Tena-:t in the
demised premisea ahall be new, shall r-eaain the property of Tenant end shall be re.ovable by Tenant at
the expiration or earlier tersination of the lera of this Lease provided that: (1) Tenant shall not at
such Uae be in default U'lder this lease, and (2) in the event of the retlOval of ."y or all of auc:b
property Tenant shall prOl'lptly reston the dal1age dooe to the pr~ises by the installation and/or
removal thereof. Should Tenant fail to so remove Tenant's property and/or to 60 restor-e the premises,
Landlord 118Y do so, collecting, at landlord's option, the cost and expense thereof, a.s .oditional
rent, upon demand. Any such property which is not rezoved and which by the terMS of the Lease is not
removable by Tenant at or prior to any teuination of this lea:se including, but not liailtd to, a
termination by landlord pursuant to this Lease, shall, unless landlord gives Tensnt noti~ to reJaO~
any or all of such property, be and becOlIle the property of Lendlord (",ithout any obli~tion by
Landlord to pay cOllpensatlon for such property). In the event landlord gives Tenant su:h noti~ to
re.ove any or ell of such property, Tenant shall proaptly remove auch property as aay be specified by
landlord in such notice. Notwithstanding anything herein contained to the contrary or any decision of
any court to the contrary, the t.e.. .trade fixtures" shall not include any attached leasehold
iaproveaents including but not li~ited to air-conditioning, heating, lighting, electrical 8nd plumb~
e~ipllent installed by Tenant in the demised prellises, nor ."y wiring or other apparatus related
thereto.
(c) In the event Tenant ceases its business operation In the deaised preaises S'ld is in
default with respect to its obligation for the continuous operation of its busines.s, Tenant shall be
deemed to have abandoned the demised pr~ises and all property of Tenant shall also be dee-e~ to have
been absndoned and said property may be retained or disposed of by landlord as Landlord desires.
SECTl~ 8.03. IlIprovellenta and Alterations.
(,) Tenant covenants and agrees not to lIlake or perait to be ..de eny alterations,
improvements and additions to the deaised premises or any part thereof except by and with the written
consent of landlord firat hsd. All alterations, i~rovementa and additions to said preaises shall be
aade in accordance with all applicable la~ and shall at once when aade or installed be ~ to haYe
attached to the freehold and to have beCOlRe the property of Landlord and shall re_in for t."'.e benefit
of Landlord at the end of the tern or other expiration of this Lease in as g<lod order and C'Cndition as
they were when installed. reasonable wear and tear excepted.
(b) In /laking such alterations, addition. and illlprove.enta to the dealsed pre1lhes and in
installing such chattels, equipllent and fixtures or doing such other work, Tenant shall prQQptly pay
all contractors and materialaen so I' to ainimize the possibility of . lien attaching to l"le demised
- 12 -
%
...
,
.
.,
pre.hes or the Shoppir\9 Center, and Tenant shall include in all ccnlracts and subcontracts for worlc
to be perforaed on Tenant'. behaH at the de.bed prellisea provisions ..nerein such contractor or
subcontractor aClcno'dedge8 that landlord has no lilbilHy under auch C'Ol'ltracts and subcontucta 6nd
that such contractor or lubcontractor waives any riQhl it uy have to lien or attach landlord's parcel
or t.he Shopping Center of which landlord's parcel is a part, and should any such lien or notice of
intention to perfort or furnish ..aterials (-Hetice-) be .ade or fUed, Tenant slull bond sgainst or
discharge the SSBe or notice of intentioo to perfor. or furnish .aurials (-Notice-) _ithin twenty
(20) days arter written req,Jest by landlord. If Tenant. shall flil lo cluse s\X:h lien or Noti~ to be
bonded againlt or lo be discharged within the period aforesaid, theo, in addition to any ot.her right
or remedy which landlord asy have LI'lder this lease, at law or in eQJity, landlord "'y, but. shall not
be obligated to, discharge the sue either by payi~ the a~ount chbed to be due or by procuring the
discharge of such lien by deposit.or by bonding proceedings and, in any such eyent, landlord shall be
entitled, if landlord so elecu, t.o coapel the pro:secutioo or any .ctioo foC' the foreclosure or 8uch
lien or Notice by the lienor dth interest:, C'Ost. and expenses. kly ..ount. ao paid by landlord and
all costa and ex;JeNe5 incurred by landlord in COI"Inectioo therewith, t.ogether with interest thereon at
the highest rate peraitted by law rrOCl the respective dates or landlord'. nkinq or the pay~t .-.<1
incurring of the CGlt and expen~e, shall constitute additional rent payable by Teoant under t.his lease
and Shall be paid by Tenant to landlord on deaand.
(e) The provisions of this Article shall survive the expiuUoo or earlier ter.inalion of
the te~ of this luse.
ARTIClE IX
#if exclUSively serving the
demised premises, .
KAINTEHmCE Nl) Rt:PAIRI SURRODE:R or lEASED f'1l:EMISES
SECT ICtl 9.01. Repairs and Kaintenance !!.l. Tenant.
ea) Tenant ii\all at all tiDeS at its own expense keep and lIIaintain the demised pre81ises
e including, but not limited to, all entrances and the inside and outside of all glass in the doors and
windoKS and ~hOl( window IlOldings) and .11 partitions, doo.., fixtures, signs, eq.JipQC("\ t and
appurtenances thereof in good order and repair, and in a neat, s.afe, clean and orderly condition,
including. but not Ihited to, reasonable periodic painting IS detertlned by landlord and /laking .11
nOCl~tructutBl ordinary and extraordinary, foreseen and unforeseen. repairs and r-eplacellents t.o the
deraised prerllises, including, without li.itatioo, repairs and reP1ace-.ents to the pluabing and sewage
fscili ties wi thin the deJl\ised prelllses or under the floor ala~ including free rIow up to the Jl:.8in
sewer line, electrical, heaUnq, ventilating and air-COl"ldil1ooinq systel2S and escalators and
elevators, if 8JlY, and IlIcchanical systecs and installatioos therein. Tenant shIll not overload the
electrical wiring serving the prelllises or wi thin the prenises, and li'i11 install at its awn expense rot
only aner obtaining landlord's written approval, f1f'Iy Ilddit ion.a I electrical wirin9. which aay be
required in connection with the de.ised pre~ise8.
(b) Tenant will repair proaptly ,I: its o..n expense ...y da/llage (whether structural or
non-structural) to the dertbed preaises caused by ""'y construction or altersUoos perfor~d by Tenant
or bringing into the prelllises any property ror Te-nant's use, or by the installation or relll-Oval or s\X:h
property, regardless of fault or by whoa such dlUage shall be C8~, unless cause<! solely by t.N!
negligence of Landlord or its servants or ~lo)'ees.
(c) In the eve-nl: Tenant defaults in the perforllance to lllt"ldlord' asatisfscUon or any of
its ob1igltiOt'ls I.nder this Sectioo 9.01, and such default continues for a period or ten (0) days
aner written notice frOQ landlord (except that in an en.ergency no notice shall be required),
landlord, in ltdditioo to landlord's other relloCdies U"lder this lease, at law or in cq.Jity, aay (but
shall not be obligated to do aD) cure such def.ult 00 behalf or Tenant dthout any liability of
landlord, ita agents, servants, ell910yees. cootrlctors or subcootraclor-8 for- da:..age to Tenant's
-.erchandise, fixtures or other proper-ty or to Tenant'a txJsiness by reason t.hereof. and Tenant shall
reilllburse lendlord, IS additional rent, upon clelLand, for any 1lua5 paid or costs incurred in curing
such default, plus adlllinistrative costs of landlord in a SUII eq,Jal to twenty percent (20~) or such
SlmS and/or costs.
SECT!ll'l 9.02. Strvctural Repalrs.
(a) Except as otherwise provided by 9.01(b), structural portions of the prellises, the roof
or the dellised prellises and tho.se portions of the exterior or the ~..bed preaises which Tenant is not
obligated t.o IIsintain pursuant to SecUoo 9.01(a) will be repaired by landlord provided Tenant gives
landlord notice specifying the need ror and nsture or such repairs; provided, hOweyer, if Landlord is
required to ~ske Iny repairs to such portions of the delllised preaises by reason, in whole or in part,
or lhe negligent act or fallure to act by Tenant or Tenant's agent, servants, ell9loyee:s, contractoM
or subcontractora, or by reasoo or .ny unusual =e of the dellised pr~lsea by TelUlr'lt (ltheLMr or not
such use ia a peraitted use hereunder), landlord a'y collect the ~t of auch re~irs, 8a additional
rent, upon dClI.4nd. for the pcJC'pose or this lea.se, any differeoc-e in floor level, ahifting of floor
dab, or deyiation in rinished rIoor height resulting froa the insertioo or construction or .,
expansion joint or atrip in the floor alab ahall not be deCllled..a alt'\lctural defect req.Jiring t"e'Pair by
landlord, but rather, a nor~a1 coostruction practice wtlich shell be Tenant's responsibility to
appropriately plan for in ita construction and use of the 6em1sed pre-1ses.
. (b) 1f, wilhout landlord'. prior consent, Te1"ant perfontS any alterations, additions,
- 1) -
GQG{l
.
.
. ,
'.
".
. .
improve.ents, changes, affixations of chattels or other work Which affects the structural portions 0'
the deaised prelllses 8l1d/or the roof of the building of' Which the deaised prefllises are a part IIOd/o~
that portion of the exterior of the demised prellises which Llndlord is obligated to repeir pursuent to
Section 9.02(1) or which affects the structural integrity of the building of which the leased preaisC'S
shall for. . part, such action by T~8nt shall release aod discharge landlord as of the COCdenceae~~
of such alteration, addition, herove.ent, .ffixation or other work of and froa auch repair obligaticn
and thereafter Tenant Igrees to be solely responsible for the aaintenence, repair and r-eplace-.ent 0'
any or all such ItttJcturll portions, roof, exterior and building It'tlich have beeo affechd as
aforesaid; provided, in the event Ttrlant shall default in the perf'orll8nce, to llndlord' 5 ... tis faction,
or such responllibllities. landlord, in Iddition to landlord', other relledies under this luse. at h,.
or in equity, aay (but ahall not be obligated to do '0) cure such default on behalf of' Teoant without
anY liability of landlord, ita agants, servants, uployees. contractors or subcontractors f'or da..ge
to Tenant's aerchandlse, fixtures or other property or to Tenant', business by reason thereof, and
Tenant shall rell1burse landlord, as additional rent. upon deaand. for any sums paid or costs incurred
in curing such deflult, plus adllinistrative costa of Landlord in a SUIl e~al to twenty percent (2~}
of such SUIllS and/or costs. ror the purposes of the foregoing, if Tenant perforti any .~
alterationa, additions, i~rove-.ents, changes, a(fixations or other work in . aarmer not consisten:'
with landlord'a prior consent thereto, such work shall be deeaed to have been perforaed withoot
landlord', consent.
SECTllJl 9.03. Surrender of Prelllises.
At the expiration of or earlier ter.ination of the teta of this Lease, Tenant &.hall
peaceably surrender the leased preatses in the same condition including, but not Haited to. the
conditions of cleanliness, as the leased prellises were upon the cOlllllenceraent of ~ hr. of this
lease, ordinary wear and tear excepted to the extent the leased prelllises is not required to be
repaired and/or lIIaintained by Tenant and dal1.8ge by unavoidable casualty excepted to the extent that
the saae is covered by landlord's fire insurance policy with extended coverage endorseaent, and Tenant
shall surrender all keys for the leased pre~ises to landlord at the place then fixed for the payment
of rent and shall notify landlord in writing of all combinations of locks, safes and vaults, if any,
in the leased prellises. Tenant shall cocply with the provisions of Section 8.02 res~cting the
removal of its property before surrendering the pre~ises as aforesaid. Any property not so removed at
the expiration of the ter. hereof, shall be deel1ed to have been abandoned by Tenant, &l\d aay be
retained or disposed of by landlord, as Landlord shall desire. Tenant's obligation to observe and
perro~ the covenants set forth in this Section 9.03 shall survive the eQiuUon or esrlier
termination of the term of this lease.
. _. .A!JUClE -.X _
Il{)(lfUfICAT1ail SuaR1X;ATl~
SECTION 10.01. lndeanification and Waiver of Clai..
(.) Tenant will deren-a-and, except~he extent caused by the negligence of landlord, its
agents, servants, and etnployees, will indellnify landlord and Agent and save thell herales! frOll and
against any and all c1ai~, actions, d8/lages, liability and expense (including, but not lillit~ to,
attorney'.. fees and disbursements) in coonection with the loss of life, personal injury or dallage to
property or business arising froa, related to, or in connection with the occupanc~ or use by Tenant of
the de.ised premises or any part of landlord's property or the Shopping Center or occasioned wholly or
in part by act or Cdission of Te!'Iant, its contractors, 6ubcont rectors. subtenants, licensees o.r
concessionaires, or its or their respective agents, servants or e~loyees. Tenant shall also pay all
cosh, expenses and reasonable attorney'. fees that u)' be expended or incurred by landlord fIIld/or
Agent in successfully enforcinq lhe covel'lanla and agree~nta of this Lease. The provisions of thb
Section 10.01 shall survive the terJlination or earlier expiration of the terll of this lease.
(b) Unless and then aolely to the extent such daaage is caused by the negligent act. or
o~issions of landlord, Agent, or their respective agents, aerv80ts, and employees, neither landlord,
Agent nor their respective sgents, servants, e~loyees or contractors shall be liable for, and Tenant,
in consideration of lendlord'. execution of this lease, hereby releases .11 claics for loss of life,
personal injury or da~age to property or busineas sustained by Tenant or any person clai.ing through
Tenant resulting fron any fire, accident, occurrence or condition in or upon the Shoppin9 Center or
any part thereof (including, without lillilation, the dellised prelllses and the buildinq of It'tlich the
sallie is a part), including, but not lillited to, such clailllS for loss of lire, personal inj.ny or
damage resulting froll (1) any defect in or failure of plu.bing, heating or air conditioning eq,Jipaent,
electrical wiring or installation thereofl water pipes, stairs, railings or \talks; (2) any eq,Jipoent
or appurtenances being out of repair; OJ the bu Nl ling , leaking or running of any tank, washstand,
water closet, waste pipe, drain or any other pipe or tank in, upon or about the Shopping Center; (4)
the backing up of any sewer pipe; ~S) the escape o( steall or.hot waterl (6) water, snow or ice beinq
upon or COiling through the roof or any other place upon or near the de~ised pre~ises or the buildinq
0(, which the SBlIle is a part or otherwise; (1) the fa11in9 of any fixture, plaster or stucco; (8)
broken glassl (9) any act or oaission of other tenants or other occupants of the Shopping Center; and
(10) -,y act or O/1ission of landlord, Agent or their respective principals, agent., servants and
emplo~es whether occurring on, prior to, or .ubse~ent to the date of this lease. The fore9Qi"9
- 14 -
~J
'.
waiver and release is intended by Landlord and Ten8l'lt to be absolute, unconditional end without
exception and to supersede any spteific repair obligation ieposed upon landlord hereunder.
ART lCLE XI
IIISURAHC(
S(CTl~ 11.01. Insurence.
(a) Tenant will keep in force in cMPaniea licensed to do business in the state lChere t.he
Center is located at Tenant'. expense at all tiaes during the ter. of this lease and during such other
tiMes as Tenant occupies the de.lsed pre.ises or any part thereof:
(1) Public lisblli ty insurance with respect to the duised prellises. the sidelCaUes
abutting and adjoIning the dell 1 sed prellises, if ellY, and the business operated by Tenant and any
subtenants, licensees and concessionaires of Tenant in or frOll the de.ised prellises with ainillU.
UllitS of (he Hillion Oolhrs' ($1,000.000) .co.bined single liait for bodily injury end property
damal}e, and including coverage for liability sssullled under contracts.
(2) Workers' Coapensation insurance which will provide fot all Tenant's ~loyees the
statutory benefits for the atate in which de.bed premises are located, and will also include
Employers' Liability insurance with ~ini~. li.its of One Hundred Thousand Dollara ($100.000.00).
0) Such other types of insurance (ucluding rent insurance in fBvor of landlord) and
such additIonal MOunts of inaurance as, in landlord'. judglllent, are necessitated by good business
practice.
(b) Prior to delivery of possession of the de.ised pre.1se. and ~ithin ten (10) day. of
each occasion of renewal or replacelllent of insurance coverage. throughout the tel'. of the lease.
Tenant shall subllit to landlord. lIl8rlced "Attention Insurance Oeparhent", a valid Certiricate of
Insurance, signed by an authorized agent of the insurer. lChich shall evidence all t.he insurance
coverage required by this Section 11.01 and which shall set forth the following:
(1) landlord is naraed an "additional insured" 00 the public liability insurance
(2) At least t.hirty (}O) days prior notice shall be given to landlord as to any
policy cancellation or any aaterial alteration in coverage.
. 0) The public liability insurance policy is an "occurrence" fora of coveragei
(clains~ade insurance is no't acceptable).
policy.
shall ins t.all . in proper
oaatic Extinguishinq Systea
d deep fat fryers. The aystea shall
a ly to lhe deep fat fryers when the
eration of thia syste. shall be _de
S(CT1~ 11.02. Insurance Provisions.
1S a
,",orl<1n9 order, an Underwriter'a laboratory and Rat'
~ the hoods and duct.. serving such Tena' .
also be arranged to shut off rical current
extinguishing ayste vated. No chan<Je arfe
without . . or notification to the landlord.
urance.
(a> TenantWlU not do. ~it to do, or suffer to be done or keep or suffer to be kept
anything in, upon or about the leased prelllises lltlich will violate the provisions or landlord's
policies insuring against loas or dan.age by fire or other hazards (including. but not lillited to,
public liability), lltlich will adveraely .rfect landlord's fire or liability insurance prettiu. rating
or which will prevent landlord frOll procuring svch poliCies in cOl1panies acceptable to landlord,
provided Tenant 11 Urat given adeQJate notice of the req,Jirelltenls of such policies. If anything
done, OlIIitted to be done or au (feud to be done by Tenant. or Icept or suffered by Tenant to be kept
in. upon or about the preaises shall by itself or In combination with other circurastances exiating at
the Shopping Center csuse the pre.lua rate of fire or other insurance on the leased preaises or other
properly of the Shopping Center in coapanies acceptable to landlord to be increased beyond the
established rate frOll the to tiae fixed by the appropriate underwriters ~ith regard to the use of the
demised pre~ises for the purposes per~itted under this lease or to auch other property in the Shopping
Center for the use. or uses aade thereo r, Tenant will pay the al10unt of such increase or. in the event
that other circumstances existing at the Shopping Ceftter shall have contributed to such increase, auch
eqJitsble portion of such increase as reasooably deterlllined by landlord, ss additional rent upon
Landlord's demand and will thereafter pay the a~nt of such increase, 8S the 8BIlIe aay vary frOCl till!
to tille, with respect to every prellliullI relating to coverage of the denlised premises during a period
falling within the lera of this lease until such increase is elillinated. In additioo, if applicable,
landlord ~ay at its option rectify the condition existing on the demised premises which caused or was
a cootriboting cause of the Increased prellliull rate in the event that the Tenant should f.il to do .0
and lIay chuge the cost of luch action to Tenant as additional rent. payable on deODand. In
deter.ining whether increased prelDiulllS are the result of Tenant' a use of the leased preMise., a
SChedule, issued by the organitation l">a1dnq the insurance rate on the leased prellises, showing the
various co~onenta of such rate. shall be conclusive evidence of the several itelllS and charges !Chich
..ake up the fire insurance rete on the leased preahea.
(b) If for any rea.son whatsoever including. but not li.1ted to. the abandooDeOt of the
dellised prellises. Tenant'a failure to pay the insurance pre.iva or Tenant'8 failure to OCC\JPY the
demised prelllises IS herein perailted, Tenant f.ils to provide and keep in force any or .11 of the
- IS -
GYd-
.'
. ,
inlurance policies aet forth in Section 11.01 hereof, then in loch event Tenant Ihall inde.oify a.rw:
hold landlord harmless Igainst any loss which would have been covered by such insurance.
(c) If fenant shall not conply 'tIith ita covenants ..de in this Section, landlord if',
Iddilion to landlord'a other reaedies hereunder mly (but ~h.ll not be obligated to) cause insurance.
as .foreSlid, to be issued, and in su<:h event Te1"Ianl agrees to p.y the predua for aucfl insurar.ce as
Idditional rent pronptly upon landlord's de.and, or landlord, at ita option, ~y treat such failure be
comply .s . Deliberate Event of Default.
~TIctE XII
UTILI TIES
I
SECT1~ 12.01. Utilities.
(a) . Tenant ahall be aolely responsible for and pC'OCllpt.ly pay all charges for he.t, w.t~
(including standby), e1ectr icily, sewer rents or charges, Iprinkler charge., A.D. T. or other .Iars
systCIl:S, water treat.ent facility charges, and any other utUity used or COC\sulled In the le.s~
pre.ises or In providing heatil"l9 and air cooditloning to the leased preabes, vlthout lillitation
together with all connection end service charges and all laxel or other chlrges levied on .ued..
utilities, said responsibility cOlIllencing on the date landlord notifies Tenant that the le.s~
prellises are ready for Tenant'a cot1ol:lencellent of Tes"lant'. Work. Should Landlord elect or be rCQJire::f
to supply or Ilake available any utility used or consullled at the delllised prellises, Tes"lant agrees tc
purchase and pay for salle, IS additional res"lt, every IlOnth in the ter8 hereof; provided that Tenant
shall not be obligated to pay to landlord an aggregate annual IU. therefor in excess of the aggregate
annual amount therefor which Tenant would olherwise be obligated to pay fot ai.ilar utility usage ~
service as a retail customer of the public utility or municipal authority then supplying suc~ utilitr
to the C~ter. Tenant egrees to purchase frOB landlord and pay for electricity to be used by Tenan~
at the demised pre~ises in accordance with the Utility Schedule attached hereto as Exhibit RCR.
(b) In the event that Tenant does not have a wlter .eter inatalled In the leased pre~ises.
Tenant will pay to landlord, as additione1 rent, every IlOnth in the ter. of this lease the .ini_
charge for the aize of the line installed in the leased premises in accordance wilh the rates
established froll tiDe to ti~e by the c~any or authority supplying water to the prellises.
(c) In the event the local authority, .unlcipality, utility or other body collects ror the
water and/or sewerage or sanitary service and/or consur:ptioo, as aforesaid, Teoant covenants and
agrees to pay the waler and sewer rent charge (both ,dnlaua and other-lItise) and any other tax, reot,
Iny, connection ree or meter or other charge which now or herearter is assessed, iltlPosed or ~
bec04e a lien upoo the delllised prellises, or the realty of which they are a part. put"Suant to law,
order or regulation aade or issued in connection with the use, consu~tion, asinleoance,or supply of
water, or the water or sewerage connection or syste..
(d) In no event shall Landlord be liable to Tenant in dall8gea or other-wise for IJnf
inter["\Jption, curtlilclent or s.uspension of &l'\Y of the .foreqoing utility services in the event of a
default by Tenant lS'lder this lease or due to repairs, action or public authorHy, strikes, a~t.s or C~
or public ene~y, or any other cause, whether similar or dissiailar to the aforesaid.
SECTIo:-II2.02. Application ror Utilities.
Tenant shall ~6ke-arl spproprlate applications lo the local utility cocpanies at such ti~
as shall be necessary to insure utilities being available at the demised prellises no later than the
cl)lllt:lencement of the term and pay all reQJired deposits, coonectioo fees end/or charges for -.eters
within the 8pplicable time period set by the locII utility coopsny.
SECTIOO 12.03. O~ral1on of Heating and Air-Cooditioninq.
Tenant IIUst operale heating and cooling eq,Jipcent to l18intain store te~eratures at such
telllperatures as ...ill prevent the freezing or bursting of pipes and the draining of heated and chilled
air frOQ the enclosed ~all.
s(crroo 12.~. Utility Charge Defined.
All SU/1S to be paid by Tenant in accordance with this Article XII are collectively herein
referred to as the "Utility Charge".
.l.RTIctE XII I
ESTOPPEL CERTIfICATE, SUBORDINATIONI ATTORNHENT
SECTIO'I D.CI. Execution of (stoppel Certificate.
At any the and frOQ UfOe to llae, upon lhe written t"eQJest of landlord or any IIOrtl}a<Jee.
Teoant, wIthin twenty bO) days of the date of such written re..,QJest. agrees lo execute and deliver tD
landlord and/or .veh nortgagee, without charge and in . fora satisfactory to landlord Ind/or al.lC:tl
IIOrtgagee, a written stateoo.e"b (a) ratirying this lease, (b) coofi",inq the cOtUlenceacnt and
expiration dates of the terlll of lhi, lease; (c) certifying that Tenant is in occupancy of the dewi~
- 16 -
~
~
"
, ,
"
prellises, and that the lease is in full force end effect W'ld has not beel'l lIOdira'~, Issil]f'le1S
supple.ented or .~ended e~cept by such writings .s snaIl be stated; Cd) certifying that all condition~
and Iqreelllents under this lease to be satisfied or perfor~ed by landlord hue been utisfied ."d
per(oraed except IS shall be stated; (e) certifying that landlord is not in default U'der the lease
and there are no defenses or offsets against the enfor-ccllent of this lelSe by lW'ldlord, or .tatil"l9 the
defaults and/or defenses clai~ed by Tenant; (n recitinq the enount of advance rel'lt, if any, ~id by
Tenant and the date to ltt1ich such N:nt has been paid; (g) reci tinQ the a~t of st'C1Jrity deposited
with landlord, if any; (h) certHyil\9 c~lhnce with the environ~tal covenants of u.e lease as set
forth in Section 5.0J(J) or the lea.se; and (i) &flY other inforlutioo ltt1ich landlord or the IIOrt9~e
shall req.lire.
S[CTION 1).02. railure to execute [stoppel Certificate.
The failure oTTenant to execute, acknoltleclge and deliver to landlord BOd/or ally IKlrt9a9~
a sute\lll~nt in accordance with the provisiona of Section lJ.DI above within tha period set forth in
Section n.Ol ShIll constitute an acknowled9~"'f'lt by Tenant which aay be r-elied upon by any penon
holding or intending to acquire any interest whatsoever in the de~ised pre_ises or the Shoppinq Center
that this lease has not been assign~, allended, ch8l'lged or IIOdified, is in full force ~ effect and
that the rixed Kinil'llUI Rent, Tax Rent, Tenant's share of ~erat1nl} Coata, Utility Charve, Percentage
Rent and Iddilionsl rent have been duly and fully paid not beyond the respective due da~ hnediately
preceding the date of the reqJest for such slate~nt and shall coostitute as to eny ~rsons entitled
to rely on such statements a waiver of any defaults by landlord or defenses or offsets against the
en forcelllentor this lease by landlord Mhich ~y exist prior to the date of the writte:'l reqJest, and
landlord, It its option, lIay treat such failure as a Deliberate Event of Default.
SECTION l}.O'. Subordination and Attornment.
Tenant agrees (a) that, except as hereinafter provided, this lease is, and .11 of Te:'1ant's
rights hereunder are and shall al...eys be, subject and subordinate to en)' IIOrtgil;,e, leases of
landlord's property (in ule-Ieaseback) porsua..,t to ""'ich landlord has or $hall retain the ri9"tl of
possession of the decllised prelllises or security instruaents {collectively called "Hortg,age") lha~ no.
exist, or Ilay hereaf~er be placed upon the de~ised pre_ises or the Shopping Center or any part thereof
and to all advances made or to be m.ade the reunder lII"Id to the in terest the reM , and _U renC"ltals,
replacements, modifications, consolidations, or extensions thereof; and (b) that if the holder. of any
such Hortgage ("Hortgagee"), the pur-chaser at any foreclosure sale or It any sale under I ~r of
sale contained in any Kortgsge, or the owner, at the tiee of the herein.fter described request, cf the
fee estate or the leasehold estate of the real estate upon which the de.bed preoi~ is situate
(hereinafter referred to as landlord for purposes of this Section) shall at its sole opti:JC'l so
reQ,Jest, Tenant ...ill attorn to, and recognize such l'ortgagee, purChaser, or- landlord, as the case a.ay
be, as landlord under this lease ror the balance the-;"! relllaining of the ter. of this lell:Se, subjec't lo.
all tern::s or this lease; and (c) t../at the aforesaid provisions 3hall be self operative ..,d no further
instrvaent or document shall be ~essary' unless required by &rlY eveh Jobrtgagee, pur-chaser, or
landlord. Nobdthstending llI'l)'thing to the contrary set forth above, any Ibrtgagee aa,. at ....y It.e
subordinate iu Hortgage to this lea..se, without Tel1a:"lt's consent, by executicn of . written ~t
subordinating such Kortgage to this lease to the extent aet rorth therein, aod thereup::n this luse
shall be dee~ed prior to such Kortg8ge to the extent set forth in such written docu~nt wilhout ~egard
to their respective dates or execution, delivery and/or recording and in that event, to the extent set
forth in such written document such Kortgagee shall have the sa~e rights with ~spect to this lease as
though this lease hId been executed and a ~l'l>orandu" thereor recorded prior to the execu~on, delivery
and recording or the Kortgage and IS though this le:;se had been assigned to such Hort;agee. Should
landlord or any Hortgagee or purchaser desire ccnrirNltion of either such aubordil'>4lion or such
attotnJOent, as the case Illay be, Te!latlt upon written request, and froo the to tbe, will execute and
deliver without charge and in fora satisfactory to landlord, the Hortgagee or the lX'r-chaser all
1nstNIllents and/or docul1ents that ~y be reqJested to acknowledge such lubordinatiOtl ard/or agrr:-eaent
to attorn, in recordable fora.
ARTIClE XIV
ASSIGNHENT AND SUBlETTING
SECTI~ 14.01. Assiqna.ent end Subletting.
(a) Te!lsnt shall not voluntarily, involvntarily, or by operation of law 85sign, tr&rlsfer,
IIOrtgage or otherwise encul1ber (herein collectively referred to as an .ass19neent.~ this lease oC' any
interest of Tenant herein, in 1tt10le or in part, nor sublet the whole or ...y part of the deaised
prcCllises, nor permit the dellised premises or any part thereof to be used or occupied by others,
without first obtaining in each and every instance the prior written consent of landlord. Any consent
by landlord to an assignment or aubletting or use or occupancy by others shall be held to apply only
to the specific transaction thereby authorized and shall not. constitute a waiver of the necessity for
such consent to any subsequent assignr'lent or subletting or u.se,or occupancy by others, inc1udi.n9, but
not limited to, 8 subsequent 8ssignlllent or subletting by any trustee, receiver, liqJidator, or
pe rSQ('la 1 representative of Tenant, nor shall the references anywnere 1n this lease t.o 8ubtenanla,
licensees and concessionaires be construed as a consent by landlord to an IUsignm.ent. If this lease
- 17 -
t2t~
~
"
. .
, .
, ,
or any interest herein be Issigned or if the demised pre_ises or any part thereof be sublet or used or
occupied by anyone other than Tenant without landlord's prior written cooseot having been obtained
thereto, Llndlord ..y neverlheless collect rent (including, but not lillited W, fixed HinilW. Rent,
Percentage Rent, the Utility Charge, Tax Rent, Tenant's proportionate share of Landlord's ~ratinq
Costs, and additional rent) froea t.he assignee, sublessee, user or occupant II'ld IP9ly the net. allOYn:
collect.ed to the rents herein reserved, and furthermore in any such event Teoant shill pay to landlord
IIOl1thly, as additional rent, the excess of the consideration received or to be ~ceived during such
.onth for such assignlWmt, sublease, or occupancy (whether or not denoted as retlt) over ~ rentAl
reserved for auch ..c)nth in this lease applicable to such portion of the de_bed prHises so assigned,
aublet or occupied. No such assignllent, subletting, use, OCCUP&flcy or collectiOi'l shan be deeaed a
waiver of the covenant herein againat assignlDent, subletting or use or occuper.cy by othen, or the
acceptance of the assignee, 8ubtenatit, user or occupant .s Tenant hereunder, or constitute. release
of Tenant frOll the further Pf;rforuncee by Tenant of the teras and proviSions of this Lease. If this
Lease or any interest of Tenant herein be assigned or if the whole or .ny part of the deaised pre.ise$
be sublet or used or occupied by othera, .fter having obta1ned landlof'd'. prior written consent
thereto, Tenant shall nevertheless rellain fully liable for the full perfor~ of .11 obligations
under this Lease to be performed by Tenant and Tenant ahall not be released therefrCG in any aanner.
(b) If at &flY ti.e during the ter. of this lease any part or .11 of the corporate ahare$
of Tenant, or of . parent corporeUoo of which Tenant is . direct or indirect SUbsidiary, 8ha11 be
transferred by sale, assignment, beqJest, inheritance, operation of law or other disposition 80 as to
result in a chang! in the present effective vot.ing control of Tenant or of such parent corporation by
the person or persons owing or controlling 8 majority of the shares of Tenant or of such parent
corporation on the date of this lease, Tenant ahall prOllptly notify Landlord in writing of such
change', and such change in voting control shall constitute an assignllent of this lease for all
purposes of this Section; provided, however. that this provision shall not apply in the event th.t
over fifty percent (SO~) of the voting power of the Tenant corporation or of such parent corporation
is held by fifty (50) or aore unrelated shareholders or distributed to sUC'h nu~er of l.rlrelated
shareholders in a public dist1"ibu~ion of securities ~ This clause shall not apply t.o . corporation
whose stock is traded on a nationally recognized stock exchange.
(c) If Tenant is a partnership and if at any time during the ter. of this lease any person
who at the tille of the execution of this lease owns a general parttler's interest ceases to o-n such
general partner's interest, such cessation of ownership shall constitute an sssignaent of this Lease
for all purposes of this Section.
(d) Upon the occurrence of any of such events as described in Section l~.Ol(.), 16.01(b).
or 14.0l(c) hereof, whether voluntary, involuntary, by operation of 18lt, or otherwise. withoot the
prior written consent of landlord (whether or not Tenant shall have given notice thereof to landlord),
landlord nay treat any such occurrence as a Deliberate Event of Default.
SECTICtI 14.02. Application to 11,$Sign- or Sublet.. . . - . - - . -
In the event that enant ShoiJldd:esire to assign or aublet the Iltlole or a part of the
leased preaises, Teoant ahall subllit to landlord 8 written state.ent, signed by Tenant, setting forth
the following inforllstion:
(a) The nalle and address of the proposed assignee or subtenant and the ctIarac:ter of its
business;
(b) The activities to be conducted in and the use to be ..ade of the pre.ises by the
proposed 8ssi9nee or subtenant;
(cl A full and complete ootline of all of the teres and conditiOi'ls of the propos~
assignment or subletting;
(d) Such financial inforl\8tion and credit in for..a tion pertaining to the proposed assigoee
or subtenant aufficient to enable landlord to evaluate its financial responsibility;
(e) A representation that the proposed assignee or aubtenant is not a tenant, subtenant,
assignee or occupant 0 l' any space in the Shopping Center.
During a period of thirty (30) days .fter receipt by landlord of the foregoing inforaation, landlord
_ay elect (1) to consent to such proposed asslgnllent or subletting; or (2) to refuse or withhold
consent to such assign~ent or aubletting; or (3) ter.inate this lease. in which event this lease shall
ter_inate and end upon thirty (30) days' written notice of landlord's decision to so ter_inate. Such
election 88Y be exercised by written notice served upon Tenant within such thirty (30) day period, but
if no such notice is served, it ahall be deemed that Landlord has elected to refuse or withhold
consent of the proposed assignaent or subletting. landlord agrees not lSlreasonably to refuse or
withhold ~nsent to auch proposed assign~nt or subletting, but it shall conclusively be deemed that
Landlord's refusal or withholding of consent is not unreasonable if the prQ?osed assignee or
subtenant, or the character of the business of the proposed assignee or sub tenal'lt, or the use for
which the proposed assignee or subtenant is to occupy said p~e~ises, or any of thea, is In landlord's
sole discretion less desirable; and it shall conclusively be deemed that landlord'. refusal or
withholding or consent is not unreasonable if the sublease rent is greater than ~ rent payable lSlder
this lease, unless Tenant agrees in writing that auch excess shall be paid to landlord.
SECTI~ H,D3. ~ of Assignllent ~ Sublease.
landlord'. consent to 8ny assignllent or sublease shall not be effective lSlUI one (1)
fully -executed copy 0 f 8/'ly written instrullent or ass ignJnent or .ublease has been delivered to
landlord.
- 18 -
~
,"
. ,
i
-,
'. ~
,
ARTIClE XV
I'f:RCHANTS' ASSOClATlCHJ PROf<<lTICt4 f1H). ADVCRflSIHC
seCTION IS.Ol. Merchants' Association, Pronotion fund and Advertising.
(,) Tenant covenants and agrees to beco:ii'e".Dellber of any Merchants' bsochtion rorllled by
the tenants 0 f the Shopping Center and approved by landlord, and to uintain such lIe.bership
throughout the ter. of this lease. Tenant further agrees to pay as ite share of the cost of the
activities conducted by such association the aUD Bet forth in Section .J- of the Indenture of lease or
such other au. IS ahall be deterllined by the Merchante' Association, here1n.erter referred to "
.Herchants' Association Pa)1lent.,' payable in advance 1n IIOOthly install.enla to the Merchants'
Association. I( landlord elects, landlord asy collect Baid Merchants' Association Paywent on behalf
or the Merchants' Aasociation 1n vhich case Tenant's Merchanta' Association Payeent ahell be payable
.onthly together with install.ents or fixed Hini.u. Rent. In addition, should Tenant f.l1 to aa~e any
such Merchants' Association payaents vhen due, landlord, on behalf of the Merchants' ASSOCiation, asy
collect said pay~ent8 in the s.~e Danner and vith the 8a~e rights granted to landlord under the lease
for the collection of rent or other charges. Commencing with the second lease Year, end each lease
Year thereafter, the Merchants' Association pay.ent ahall be adjusted in the aanoer sel-forlh belov,
but never less than the above allount. The ..ounl of the Merchants' Association payent for each lease
Year, cOlllllencing with the second lease Year, shall be determined as follows: Using the .Consuller'.
Price Index -- U. S. Average, 'AII IteD! and C~ity Croups., published .onthly in the .Monthly labor
Review. by the United States Oeparbent of labor, for the lIO/lth and year during Wlich the lease was
executed as the denoainator and the index number for the first DOnth of each lease Year thereafter as
the oullerator, lIultiply said resulting fraction tilles the above staled Merchants' Association rate.
In the event that the Bureau of labor Statistics shall change the base period, the new index nu.bers
shall be substituted for the old. index nUlllbers in \laking the above COlllPutation. In the event the
Consuller's Price Index of the United States Bureau of labor Statis tics is disC'ontinued, cOllparable
statistics on the purchasing power of the consuller dollar IS published .t the tilae of said
discontinuation by a responsible financial periodical of recognized authority shall be used for l\a~in9
such co.putstlon. Tenant also agrees to cooperate fully with the landlord and other tenants of the
Shopping Center in proaoting the use of trade nallles and alogans as ..ybe adopted for the Shopping
Center, and all prollotional and advertising c8~pai9nsr and pay any special assessments 8$ are required
by the Merchants' Association. Within thirty DO} days after billing, TentlC\t agrees to pay in
addition to the foregoing dues, a single initial assessment eqJal to the a.aunt set forth in Section
"J" of the Indenture of lease for prollotional expenses in introducing the shopping cenler to the
/IIarket area. Tenant agrees that landlord or its designee MY in its sole discretion and under its
exclusive control and supervision provide the association with any or all of, and be reiAbursed by the
association for providing the following: (1) the services of a Illarketing diret:tor and .11 staff and
outside consultants (1ncludlng professiooal aarlceting service organizations) deeded necessary by
landlord to carry OYt effectively the raariceting and public relationa objective$ of the Herchanu'
Association including, without Uaitation, .11 payroll. payroll tues 8l'Id etlPlo)'ee benefits of any
such director and ataff; (il) such reasonable 811l0unt of space within the shopping center as uy be
necessary for the Merchants' Association, the rental therefor to be cOl1parable to the rentals for
sillilarly sized tenant space in landlord's building; (iii) all .ctual costs incurred in advertising
and prOQQting the Shopping Center, including without li~itation radio. newspaper, television, direct
and indirect costs of services, artwork, copy, printing, paper, stationery and supplies; and (iv) such
orfice equip~cnt, utilities and telephones as asy be deemed necessary by the ..rketing director.
(b) Notwithstanding that landlord aay fora the Association as set forth above, landlord or
the landlord's designee reserves the right at any tl.e and rr~ tillc to ti.e, without Tenant'. consent
or approval, to institute in its place a Proaotion fund to furnish and uintain advertising and aales
prOl1lotions for the benefit of all tenants of the Shopping Center. Upon forastion of the Pr~l1on
fund, the Association will turn over all UOUf'lls in ita possession to landlord or the landlord'.
designee ~ich Mill open and uintain a bank account, separate fr~ all of ita other bank accounts,
into which landlord or the landlord's designee shall deposit the promotion fund contribution paid by
Tenant, the aforesaid allQunt received fron the Association, as well as other contributions which
landlord or the landlord'a designee aay receive rroca UlIle to tillle frOll other tenants of the Center
(the 8ggrega te of such funds on hand (roo HlIIe to tillle being re ferred to herein as the "PrOllotion
ruod"). Upon turning over such funds to landlord or the landlord's designee, the Association ahall be
liquidated and dissolved. Coallencing with the forlllation of the PrOtlotion fund, and thereafter WIlle
the PrOllotion fund is in existence, Tenant shall pay to landlord or the landlord's designee, as
Tenant's contribution to the PrOl1lotion fund, the initlel charge and an annual chaxve (-PrOlllotion
Charge") which ahall be in the salle amounts, including any CPI adjustMents, as the assess.eot Tenant
would be required to pay to the Association if the same was in effect, except that the aonual charge
shall be payable monthly together with installllents of fixed HinilluIII Rent. The PrOBotion rund shall
be used by Landlord or the landlord'a designee to pay all costs and expenses associeted with the
illlplelllentation of an ongoing program for the procaol1on of the Shopping Center, ~ich prQ9r.. uy
inClude, without li.itation, special events. sho~, displays, signs, seasonal eventa, institutional
advertising ror the Shopping Center, prOllotional literature and other activities designed to attract
custollers to the Shopping Center. In connection with the operation or the Proaotlon fund, landlord or
the la~lord I s designee sh,U have the right to clIlploy or cauae to be el8910yed .11 prOlaoUonal
services and personnel which, in the judglle1\t of the Landlord or the landlord'. designee. are
- 19 -
~
"" "..
..
neeullry to ad.ini_ter euch fund and auch prOllOtional act iv iU" , end auet\ pettOMel '!\all be under
lha excllnhe control wwf supervlalOl1 of landlord or the lWldlord'. dulpe who a!\aU "-ve the _le
.uthority to ..-ploy end dbcharge eud\ per.onnel. n. 'ro.otlon Fund _, .ho be ~ed to .'rey the
coat 0' edainhtr.Uon of the PrOllOUOl1 rund and auch advuthing prOCilr.. lncludi"9, without
li.itation, the sallry of the proaotlon ~ advertising director end rel.ted edalniatr.tive Plraonnel,
rent and inlunne.. ltndlord shall Mve no obligation to .xpend on aueh onqoi"9 progr... ..,y ,"'* in
ueeu 01 the .-.nue1 a~ C1)l'ltrtbuud to thl 'r~t1cn rund after pe,.ent or ,11 such edainhtt1lthe
and other expense.. .
Ce) All.~ raqJlred to be peid by Ten..,t punuent to thb ArUele XV ~1l be deeaed
-.ddiUonel rent-, wll be payable without deund, deduction 01' orr..t, and (or the PUI'pONS .r
Artiel.. XVUt end III of th1a l.... .hall be referred to .. the ~tlon Chaf91.
Cd) NotwithltnHng anythIng to the contrary contained "-rein, landlord Ot t.h.t landlord'.
des19~ reaenu the right, froe tr.. to tb. upon written notice to T."..,t, to con.....rt the baoel-
aUon ot' PrClGOl1on r~ to any other entity aelected by l8i'ldlord or .the lencflord'l designee to perrore
the servIce. theretofota per(oraed by the AasoeiaUcn or Pra.oUon rund. Upon the rOrNUon or auctl
entity, the provls1one of SeeUona e.) and/or (b) hereof ""'ieft ate then in effeet shall cease .-lid
becoee null end vold, end therurter Tenant ahall COIIPly with the charter or by-laws or Iuc:h new
entity. Tenant ehall pey to luch new antity, landlord, Ot the lendlo~'. deai~, .. directed by
landlord or the landlord's designee, t.M paytMt\ta theretorore reqJir.d to be paid by Tltlant to the
Association or Proeotion rund. .
C.)
area eqJal lo lIOn thin ten percent 00:) of the noor are. initiaUy Shopping
Center, Ten..,t ahell pey to landlord, on deaand. 11\ MOunt 'I 1) .ulUplying the noor
.rea or the de.hed pretlla.. by the avcr . e root or .11 c:ontrlblJUons which tenenu or
the expan.ion area ahan be . to ..Ice with respect to pro.oUOt\ end .dyer-tiling of the
Ii'll tial en expansion ror bua1nesa, end e 11) dividing the produet thus obtalned by bo
\~~,\ ~\~ o,~"\ ~ ~/~'''~\'o~ Cr '3CO~ '-'-~
AIHICl( XVI ~~ ~ \'S_
DCSTRUCTICH Of' lEASm P1t04IS(S ~
S(CTl~ 16.01. Total or Partial Destruction.
(a) -rr--the leased prellises shall be duaged by flre or other easuuty covered by
landlord'. policies of fire and broad 'ora extended coveraQe lnsuranc. but an not thereby rendered
untenant.ble in whole or in part, aubjeel to the. Ii'itatlans hereefter aet .forth, landlOrd, .t its o.n
expense, aay cause such dall.g. to be repaired, and the rent ,1'1.11 not be .abated. If b)" ~a.son of suet!
occurrenc., the pre,isee shall be rendered-'iJntetlantabl.- ln whole at' in ~rt, k1bJect to the
Hatt,Uon. he rea fter sat forth, landlord, at ita OWl expel\le, NY e.use the dMI<}e to be repaired .-lid
tha f'lxed Hiniau. RIOt shall be .tIahd proporticinatel, .. to the portion of the pr-ea!aea rendered
untenMteble unlll tho COIlpletion of landlord'. repain thereto. Ir the leued pr-ee!aes aha.J.l be
dallaged or destroyed by a nre or casualty, in whole or in p.rt, end the ltndlot'd, .t ita opt!Ol1,
decidu not to repair and restora the preehea, landlord ahell have the right, to be exerclsed by
notice in writi"9 delivered to Tenent within .bty (&0) deys ftol1 and .ner the occurrence or .udl
dllllge or deltruction, to cancel IInd terainate thla ltue. Either ~rty ahall have the right, to be
exercised by notice 1tl wrHing, delivered ~ the other within thirty (~) days fro. end .ner any
occurrence which reodetl the pretlhea wholly unten..,tabla to eancel thla leue, if aaid destruction or
the prnises oceur-. within the l..t thr.. ()) yun of the tara or thia lease, nid C*leell.Uon to
take arrect ninety (90) deys rrOfl and artar the ree.Jpt or ~ notice by the other pert,., and In audl
cvent thie leue and t.M te1'\aney hereby created .hall ce... .. or the .foresdd eaneelhtion dete, the
rent to be ~jcJated .. of aueh date, provided, however, thet it landlo~ &.hell to e~ repalt'8 at
l'ecooslructlon or the deltroyed pr..hu during the ~riod ptior to the cenceUaUon date, the t.eneney
.hall reeain in arreet end sdd notice or eancellation shall be con.aidered Y1lid. In no ev.,t ~1l
landlord be obligeted ~ expend for any r-epdra or I"ee'OnstrueUon pcJr-.u..,t to thia Section 16.01 .,
aaount in exceu of the in.sunnce procee-ds recovered by it _ and allocable to the dUl9C to the leued
preaises aner deduction there fro. of landlot'd'a rusOl'Iable expenses in obtaining .udt procH1:b and
any aaount, t1!qJired to be p.ld to landlord's .ortg.gu. Nothing in thi. Section aNll be conatrued
to peuit the .bate.ent In whole or in pert of the Percentage Rent, and the c.lcuhtiOl1 or Percenl..age
Rent shall be governed .olely by Section 2.01(e) hereof.
(b) If the l8fldlord is relJ.lired to repel' or reconstrvct tile leased preaises pUNullnl to
the provisiona or this ~tion 16.01, ita obligation sh.ll be 111l.ited to the building ahell. TflI'la'lt
.t Tenant'. expense shall prOllptly perfor. all repdu ot restoration not reqJired to be done by
landlord and shan prOllj)Uy re-enter the deaiud pruh.. and ~ce doing busines.s in acco~
with the proy.isions or Uti. Leue. Landlord .hall not be 118bl. ror delays occul~ by IdJustaent
or lossea with insurance carriera or by any other cause ~ 10t19 as lendlord shall pnx:eed in C}OOd
faith.
(c) . Notwitnstandlnq anything act rorth herein to the eontrary. Tenant ahall be responsible
ror all repalra and rephcue1lta or d8JI8~ and/or destruction of the leased preaises necesaitated by
burglary or attempted burgl.ry, or an)" other illegal or forcibl. entry into the deaised preeislS.
SECT11J1 1&.02. Parthl ~estrvctiOl'l of Sh09Pin Ce<lter.
In the eyent that fifty percent ~) or IIOU of the grG$. leulble noor area or the
- 20 -
. 'y,,\f; /
\(j~
\)
'\ . .
. .
",
Shopping Center shall be dalllaged or destroyed by fire or other cause notwithshndi09 that the le.sr-=
prellises lDay be unaffected by auch rire or other cause, landlord shall have the riC}ht, to be exercis~=
by notice in writing delivered to Tenant "Uhin sixty (60) days .ner 88id occurrence, to cencel .:ox:
terllinate this lease. Upon the giving of such notice, the ter. 0' this lease shall expire by lapse c'
ti.e upon the fifteenth (1 5th) day aner such notice is given end Tenant shall \'Bcate the lease-::
prellises end surrender the sa~ to Landlord.
ARTICLE XV Il
EMINOtT OOoIAIN
SEC T I~ 17.01. T otd Con de 1N'18t1on :
If the whole of the dealsed pre.ises shall be taken by any public or QUasi-public author it!
under the power of ellinent doaain, condea1ation or expropriation. or in the event of a conveyance i,,,
lieu thereof, then this Lease shall terdnata as of the date on which possessioo of the de_bed
prellises is reQUired to be surrender~ to the conde.,ing authority, and Tenant shall have no chill
against Landlord or the condeDOing authority for the value of the unexpired tera of this Lease.
SECTI~ 17.02. Partial Coode.nation.
If any part of the leased preaises shall be so taken or conveyed and if such partie! talci""ij
or conveyance shall render the leased preaises unsuitable for the business of the Tenant, then t1'le
tera of this Lease shall celse and terainate as of the date on which possession of the dealise-d
pre.ises is reQUired to be surrendered to the conduning authority and Tenant shall have no chill
against Landlord or the condeming authority for the value of any unexpired hr. of this lease. In
the event such partial tsking or conveyance is not extenaive enough to render the prealses unsuitable
for the business of Tenant, this lease shall continue in full force and effect except that the ri~
HinilllulI Rent and the Percentage Rent Gross Sales Base shall each be reduced 1n the salle proportiO'\
that the floor area of the dellised prellises so taken or conveyed bears to such floor area illlalediateIy
prior to such taking or conveyance, auch reductioo cOll/lencing as of the date Tenant is reQUired to
surrender possession of such portion and "ith respect to the dar-s during which the de.ised preaise:s
are not open for business the calculation of Percentage Rent shall be adjusted in accordance with
Section 2. ol{ c) hereof. landlord shall prOQptly restore the leased prellises, to the extent of
condemnation proceedS available for such purpose, as nearly as practicable to . condition CO/IlParal::u
to their condition as the tille of such condeznstion less the portion lost in the taking or conveya~
and Tenant ahall prOllplly lIake all necessary repairs, restoration and alterations of Tenant's
fixtures, equipDent end furnishings and shall prQGptly re-enter the leased preBises and COGAence doi~
business in accordance with the provisions of this Lease. for purposes of deterlDining ~ Sl!lOunt of
funds available for restoration of the leased prerifses frOll the condemation award, said 81DOunt will
be deemed to be that part of the award which remains after payweot of landlord's reasonable expenses
incurred in recovering salle and of any 8tIOunts due to any aortgagee of landlord, and which represe<'lts
a portion of the total SUIl 110 available (excluding any award or other cOQpensation for land) which is
equitable allocable to the leased premises.
SECTI~ 17.03. Partial Condemnation of Sh~rin~ Center.
(a) If 1I0re than one-third (l 0 "f:ilerToor area of the buildings of which the demised
premises are a part or 1I0re than one-third (1/3) of the leasable floor area of the Shoppil'l9 Center or
IIOre than one-third (I/3) of the CC)(MOO Areas shall be so taken or conveyed, or (b) if any p.art 0' the
parking area in the Shopping Center is so taken or conveyed and as . result of such partiel taking or
conveyance the size, layout or location of the reaaining parking facilities will violate the
requirements of the applicable 20ning or siailar law (or any peraitted variance or exception thereto),
then in any or all such events notwi~tanding the fact that the dellised preqises ere not so taken or
conveyed, landlord shall have the right end power, et its option to be exercised by written notice to
Tensnt, to tendnate this lease effective either the date title vests in the condelW'lin<J authority or
the date landlord is required to deliver possession of the part so talcen or conveyed~ provided,
however, in the event of . taking or cOt'lveyance described in clause (b), if L8l'Idlord shall talr.:e
illlllediate steps towards eliminating such violation, this lease shell be LW'larrected and reNin in full
force and effect. In any event, Tenant sh811' have no claia against landlord or the condellr\i'"'9
authority for the value of any unexpired terlll of this lease.
SECTl~ 17.04. landlord's Oallaqes.
In the event of any cOl'ldelllr1ation or taking as hereinbefore provided, whether whole or
partial, the Tenant shall not be entitled to any part of the award ss dallages or othen.ise for sl..C'h
condemnation and landlord and any lIlOrtgagee of Landlord are to receive the full alllOunt of such awa:-d
as their respective interests lIay appear. Teflant hereby expressly waives any right or clei_ to a:'Iy
part thereof and assigns to landlord any such right or clailll to which Tenant aiqht become entitled.
SEC1ION 17.05. Tenant's 08llages.
Although all d8l18ges in the event of any condennation are to be long to the landlord and ...y
IlOrtgagee of Landlord as aforesaid, whether such d8llages are awarded as full coapensslion for
dillinution in value of the leasehold or to the fee 0' the leased prellisea, Tenant shall have the ri9"t
to the extent that salaC shall not didnish the landlord'. or auch IIOrtgagee's eward to chill .."'ld
- 21 -
~
..
recover fro. the condeW'l1ng .uthority, but not froe landlord or .uctl .ortq.gu, .Ue'" C(leptftution as
..y be .eplr.tely .w'tded or Ncoveubl. by Tenant ~r the (ainent Oo<t.in Code in T."lInt'. own rlV"t
ror or on account of, and Haited .01ely to, en., co.t to ..nich tenant .ight be put in r-e.Gvirw;
Tetlant'a .erchanellle, furniture, fhluru, end eqJ1peenl.
Aln IClE XV III
BNlCRlJPTCY 01 IHSlX.VEHCY
S(CTION 18.01. Bankruptcy or Insolvency.
(.) U.t any tift prior to the date heuin fhed as the c~nceeent or the t.,... or this
leue or .t .ny U.. thereafter there .h.ll be filed by or aqt1nat lef'lant In an., court pursUll"lt to eny
.tetut. .ither or the United St.te. or of eny .tate, . peUUon 1/\ in.olvency, or if Tet\Mt aalee. en
aasign.ent ror the benerit or cred1tora or if there 11 an aJl19n~t by operation of law, or H Tenant
aaku application to len....t'. cr.ditor. to settle or COII9ound or extend the U.. for ~yaent of
Tenant'. oblig.tIon, or if Il"ly uecut10n or atba-ant ahaU be Ityitd upon Il"ly or the Tenant'.
prop.rty or the dniSfd pr.-isu .re taken or occupied or dtHlpted to be talcen or occupied by .ocae<lne
other than the Tenant, then thia lease .hall .t the l.ndlot'd'. option be cancelled and tef'llinated end,
in which event, neither Ten8t\t nor 8t\y penon cldaing through or \.I"Idfr Tenent or by virtue of .,,.
.tatute or or an order or eny court .hdl be entit.l~ to posseuion or the dulled preai....
(b) Ir at any UN prior to the date herein 'bed a. the couenceMf'lt or the ten or this
lease or at any Uae there.rter there .hall be (UId by or aqlin.t Tef'lant in en)' court or the United
States a petition in bankruptcy or for reorganinUon or ror the appointaent or . ~eiver or trvsue
or all or . portion or Tenant'. property, then thl, le.se shall at the landlord'. option be cancelled
and terminated if .uch cancellation or ter.in.Uon is pereitted by the applicable la_. If SUCh
terllination or c.~l1.tion ia not. peraitted by t.he .pplicable 11_, then: (1) upon the rHing of .
petition by. or against Ten.nt under the BanleNPt.cy Code, Tef'lant, ... debtor and ... 6ebtor in
possession, and any trustee who aay be appoInted, agree t.o perror. each end ever)' oblIg.tion of Tenant
under this lelSe U'ltil such ti.e ... this leasa 11 either rejected or aasu_d by order or the United
Stetes Bankruptcy CooJrt; and to pay 80nthly in advance on the first day or each .",th as t'tuontbly
compensation ror lISt and occupancy or the Prellb.. an 800unt eQJal to all Annual HiniMl1l Rent end
Additional Rent; and to reject or essuae this luse wH.hin a!xly (60) d.ys or the rHine; or I.uc:tl
petition under the B&t'llcrupt.cy Code; and to give landlord at 1'ea.st forty-rive (U) cUrl prior written
notice or any proceeding relating to any usunption or this Lease; and to give .t least thirty (}())
days prior written notice of eny abandon.-ent or the Prnises; any such abW'ldon"t1'lt to be deeeed a
rejection or this leue; and to do .11 other t.hi~ or benefit to L~lord othentiu reQJi~d Ulder
the Bankruptcy Code; .nd to be deewd to have rejected this Lease in the event. or the failure to
cOllply with any of the above; and to have consented to the entry ot' an order by III appr-opriate l)'li~
States Bankruptcy Court providil'l9 aU or the abov., wahing notice and hurInQ or the entry or a.ue;
(11) no default or thh leue by Tenant, either prior to or lubs!QJel'lt. to the rUing or .ud1 a
petition, shall be deeaed to hue been waived unless expreuly done .0 in wriUng by landlord; (Hi)
it is understood and agreed that this i. a lease or rell property in a .hopping center and or not'!-
residential re.l property as such a leese b de-scribed or referred to in the Bll"llcrvptey Code; (h)
included within and in addition to any other conditionl or obligations i~osed upon Ten6nt or it.s
successor in the event or assuaption and/or a.sign.ent are the cure or eny aonetny defaults and the
rei.bunnent of po!Cl.Iliary 10ls within not ItOre than thirty (JO) da~ or ISsUlIptioo and/or usi~t;
and the deposit or an .dditional IU. eqJal to thre. (,) aontha' Rent; and the use or the 'reeises a&
..t rorth in the IndenluN or thh lease snd the llJaUt,. and/or linea of eerchandise or eny 900ds or
..rvice. reqJired to be orrere-d ror sale are unchanged; and the reorganizld deb14r or aSli~ of IUC:h
debt.or In possessi~ or or Tenant's trustee deaooatret... in writing that it hal .urrieient b.tclcgrouncf
inc:ludinq, but not IbHe-d to, substantial ret.elling experience in Ihopping centera or ~lfable Ih:e
and financial ability to operate . retail establithaent out of this laase, and the Pre.aise:s, at all
U.u, reaains a lingle .tore and no phys ieal ch~s or any kind Ny ba ..de to the Prtaius unleu
in co~liance with the applic.ble provisions or this Lease.
AR 11 Ct,E X IX
EVEHTS or OCfAUtT, LOOLOO'S ROt:D[E5
seCT [CJ.I 19.01. Events or Default.
The following-shall constitute Evenla or Default:
(.) If Tef'I.nt defaults in the paY1leOt of any sv. of 80fley (Wlether FiEed KiniaJa Rent.
Percent.age Rent, Tn Rent, tenant'l proportionate share of Operatinq Costs, the Utility O\8r9'!.
Prolllotion CharQe, tddiliooal rent or other"he) Yhen due Ifld such default sMIl cOtltil'\ue ror . periOC:
or IIOrt than ten (10) days aner the date eai.d paywnt is due.
(b) Except a. to actl, det'ault., o.ission. and/or occurrences characterhed, defined,
denoted, or identified in this Leese IS Deliberate Events of Default, if Tef'lant default.. in fulfi1l1no:;
any of the other covenants of this leue on Tenant's part to be perrotaed hereunder and such der.ult
- 22 -
~
'\ ..'
shall continue for the period within which perror/llance is req..lired to be aade by specific provision or
this leise, or, ir no such period is provided, rirteen (IS) days after the date of written notice r~
Landlord to Tenant specifyi"9 the nature of slid default, or, H the default 80 specified shall be or
such a nature that the Sue CaMot be reasonably cured or remedied within Baid fifteen (5) day
period, if Tenant shall not in good faith have cO/llllenced the curing or re.edyi09 of such derault
within such fifteen OS) day period and shall not therearter diligently proceed therewith to
cOllpletion .
(c) If any execution or aUachaent shall be issued against Tenant or ...y of Tenant's
property and ahall not be discharged or vacated within ten (10) days .fter the issuance thereor.
(d) Any event described in Section 18.01.
(e) If Tenant shall abandon the de.bed pre1lises or U the de.1sed preaises shall be
peraitted to becOGe vacant, ~r shall rail to keep the de.ised pre.lses continuously and
uninterruptedly open for business.
SrCTIG'I 19.02. Deliberate Events of Default.
(I) Notwithstanding lI'Iything to the contrary set forth in this lease, if Tenant shall
default (1) in the tillely payunt of fixed KinilllUII Rent, Percentage Rent, Tu Rent, Tenant'.
proportionate share of Operati"9 Costa, the Utility Charge, or Procaotion Charge or in the ti.ely
reporting of Cross Sales or any or thea, and any such derault aha II be repeated two (2) tilles In any
period of twelve (12) conths; or (2) in the perforllance or any other covenant of this lease ~re than
three 0) tilles in any period of twelve (l2) lIonths, then, notwithstanding that such defaults shall
have been cured within the period arter notice as above provided, any rurther ai.ilar derault within
such twelve (12) aonth period shall be deued to be a Deliberate (vent of Default.
(b) Any default, Ict, oaission or occurrence characterized, defined, denoted, or
identified elsewhere in this lease as a Deliberate Event of Default shall also be . Deliberate Event
of Default.
(c) In the event of . Deliberate (vent of Default, landlord, without giving Tenant any
notice and without affording Tenant an opportunity to CUt1! the default (Tenant hereby speCifically
waiving any right of tender) .ay exercise any or all of its rights under this Lease in addition to
those it say have at law or in equity.
SECTI~ 19.0J. Teraination.
Upon or after the occurrence of anyone or IIOre of such Event of Default or Deliberate
(vents of Default, if the term shall not have commenced, landlord asy iBnediately cancel this lease by
written notice to Tenant, or if the term Shall have c~menced landlord may serve upon Tenant a written
notice that this Lease and the ter. will terlllinate on a date to be specified therein, which shall not
be less than ten (10) days after the date of such notice and, in either event, Tenant shall have no
right to avoid ~ cancellation or teraination by payment of any sua due or by other perforllance of
any condition, te~ or covenant broken. Upon the date specified in' the aforesaid' notice -of
ter.ination, this lease and the te~ hereof shall ter.inate and coae to an end as fully end cocpletely
8S if such date ~r-e the day herein definitely fixed for the end and expiration of this lease and such
tera, and Tenant shell then QJit and surrender the dellised prellises to landlord, but notwithstanding
any statute, rule of law, or decision of any court to the contrary, Tenant shall relllain liable as set
forth hereinafter. Notwithstanding landlord's election to terainate this lease, landlord IlaY, at its
option, reinstate this Lease at 8llY tiae thereafter, and a letter frOll landlord, Agent or the attorney
for landlord or Aqent setting forth landlord's exercise of its option to reinstate the lease shall be
sufficient to reinstate this Lease upon all of its terlnS and conditions, without any other notice to
or froll either party to the other.
SECTIG'I 19.04. Right of Possessioo.
Upon or after anyone or lIore (vents of Default or Deliberate Events of Default; or if the
notice provided for above in Section 19.0) hereof ahall have been given end this lease shall be
terminated; or if the dellised prellises becoae vacant or deserted; then, in all or any of such events,
in addition to, and not ill lieu of, aU other remedies of landlord, landlord ..y without notice
ter.inate all se rv ices (including, but not aaited to, the furnishing 0 futilities) -.d/or re-enter
the de.ised pre_ises, either by force or otherwise, and/or by surwnery proceedings or otherwise
dispossess Tenant and the legal representative of Tenant or other occupant of the deaised prellises,
and relDOve their effects aod repossess and enjoy the dellised prellises, together with all alterations,
additions and illlprove.ents, all without being liable to prosecution or damages therefor.
SECTION 19.Q5: AOditiooal Relledies of landlord.
ea) In the event of any [vent of Default, Deliberate Event of Default, re-entry,
terMination and/or dispossession by sUmBary proceedings or otherwise, in addition to, and not in lieu
Of, ell other ree.edies whiCh landlord has under this lease, at law or in eQJity: (1) the fixed Hini~1I
Rent shall becooe due thereupon and be paid up to the tiae of such re-entry, dispossession end/or
expirationi and (2) landlord aay, in its sole discretion, relet the delllised preaises or any part or
parts thereof, either in the naAe of landlord or otherwise, for a tenl which lIlay at landlord's option
be less than or exceed the period which would otherwise have constituted the balance of the tet"a of
this lease, and aay grant concessions or free renti provided, however, landlord is expressly under no
obligation to relet the de.ised premises; and (}) Tenant or the legal representative of Tenant ahall
also pay landlord, at landlo~'s option and whether or not landlord has ter_inated or cancelled this
lease, IS liq.,ddaled da:laqes for the failure of Tenant to observe and perfonl said Tenant'. covenants
- 2J -
~
'\ . .-
herein contained, for each _ontll or the period which would otherwise haYe constituted the bal8'"lCe of
the te.., the excess, if any, of the sun of one aonthly install.ent or fixed Hlni.u. Rent, one-t~lrtn
0/12th) of the ano\lel average Percentege Rent payable hereunder for the three 0> lease yens
iMediately preceding (or for lhe entire preceding portion of the tera of this lease if less than
three 0) lease yeara), the eonthly portion of the payaent of Tu Reot that would have been payable
ror the period in q.Jestion but for such re~ntry or terain.tion, the Utility Charge payable for ~
~onth computed on the basis of the average .onthly charge ror the .aid three (,) preceding lease years
or entire preceding portion of the tera, a6 the case aay be, the 80nthly payaent of Tenant'. current
proportionate share of Operating Costs, the Pro.otion Charge conputed on a aonthly basis over the net
allQunt, H any, of the rents actually collected on account ar the lease ar leases of the deaised
pre~ises for such .anth. The refusal or failure of landlord ta relet the deaised pre.ises or eny part
or puts thereof shall not release or affect Tenant' a liability ror d_agel. In COoI!putlog such
1i~idated dalDages there ahaU be added to the aaid deficiency auch expenaes as landlord ..y incur in
connection with rdetling, aueh a8 court costa, attorney.' feu and disburaellents, broker~ If'ld
manageaent fees and c~iesions, cost of putting and keepi~ the deabed preltises in good order end
costs of preparing the de.ised pruises for rehtting aa hereinafter provided. Any such li~idated
dallages shall be paid in saonthly inslallMots by Tenant on the day specified in this lease for the
pay.ent of rixed HinillUlI Rent and any action brought to collect the aaount of deficiency for any aonth
shall not prejudice in any way either the rights or landlord to callect the deficiency for eny
subsequent .onth by a siailar proceeding; provided only that such liquidated damages shall be reduced
by the allOoot, if any, of IIOnthly 1i~idated dallages collected by landlord ainu8 the actual cost
(including att.orneys' fees and costa) of' collecting such ItOnthly liquidated daaages. landlord,.t
landlord's option, l118y IIslee such alterations, repairs, rephceeents and/or decorations in the dedsed
pre.ises as landlord in landlord's sole judg~ent considers advisable and necessary for the purpose of
reletting the delllised premises; and the aaking of' such alterations and/or decoratioos shall not
operate or be construed to release Tenant f'rOll liability hereunder as aforesaid. landlord ahal1' in no
event be liable in any way whatsoever for fsilure to relet the demised premises, or, in the event that
the deaised premises are relet, for failure to collect the rent thereof under such reletting.
(b) In any of the circumstances aentioned in the foregoing Section 19.05(a) in which
landlord shall have the right to hold Tenant liable as therein provided, landlord shall have the
election, 1.1 place and instead of holding Tenant so liable, forthwith to recover against Tenant, as
liquidated damages for loss of the bargain and not as a penalty, a sua equal to the fixed Hiniau. Rent
multiplied by the nUlllber of KlOOths and fractional lTlOnth wtlich would have constituted the balance of
the tet'JI, together with costs and attorneys I fees.
(c) In the event of a breach or threatened breach by Tenant of any of' the covenants or
provisions hereof, landlord shall have the right of' injunction and the right to invoice any re.edy
allowed at law or in e~ ity as i f re~ntry, sUlIIIIlary proceedings and other reraedies ~re not herein
provided for. Hention in this Lease of any particular rellledy shall not preclude landlord frOll any
other reaedies under this Lease, or oow or hereafter existing at law or in equity or by statute.
(d) Teoant hereby expressly waives the service or notice of intention to re~nter or to
institute legal proceedings to that end and any and all rights of rede~tion granted by or under any
present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the
event of landlord obtaining possession of the de.ised premises by reason of the violation by Tenant of
any of the covenants and conditions of this Lease o~ otherwise. The words "re~nter" and "re-entry"
as used in this Lease are not restricted to their technical legal .eaning.
SECTION 19.06. Confession of Jud9~ent.
(a) upOn the occurrence of any Event of Default. or in the event of a Deliberate Event of
Oefault as defined herein, Teosnt hereby elllpowers any Prothonotary or any attorney of any court of
record ~ithin the United States or elsewhere to appear for Tenant with declaration filed, and confess
judgment in fevor of landlord, its successors or assigns, as of any ter_, for any delerained aaount to
which landlord would be entitled as damagea under the provisions of Article XIX hereof including also
an attorney's fee for collection of the saM of five percent (S~) of the lotal &/IIOunt of such dsaages,
together with costs of suit, and Tenant hereby' waives all erroN, defects 8lld bperfecUons in
entering said judgl1eot or in any writ, or process, or proceeding thereon or thereto or in eny wise
touching or concerning the salle; and for the confeasion and entry or auch judgsaent, this le~ or a
true and correct copy thereof shall be sufficient warrant and authority. The authority and power
contained herein shall not be ex.hausted by one exercise thereof, but judgllle1lt .ay be confess~ as
aforesaid frolll tilDe to tillle and as often as there is sn occurrence of any Event of Default, or in the
event of a Oeliberate Event of Default as defined herein; and furtherDOre such authority and power ..y
be exercised during the original terM and any extension or renewal thereof, or .fter the expiration or
earlier terlllination of the terll hereof.
(b) R'hen this lease shall be terlDinated or cancelled by reason of the breach of any
provision hereof, either during the original ter. of lhis Lease or any renewal thereof, and .lso as
soon as the terlll hereby created or any renewal thereof shall have expired, it shall be lawful for eny
attorney as attorney for Tenant to file an agreement for entering in any coort of co.petent
jurisdiction an uicable action and confession of judglllent in ejectltef\t against Tenant ...d ,11 persons
cleilDing under Tenant for the recovery by landlord or possession of the dedsed pr~ises, for which
this lease or , true and correct copy thereof ahall be his sufficient warrant. whereupon, if landlord
so desires, a writ of possession 118Y issue forthwith, withoot lIIlY prior writ or proceedings
whatsoever, and provided that if for any reason arter such action shall have been c~nced the $lac
shall be terminated and possession remain in or be restored to Tenant. landlord ,hall have the ri9ht
- 24 -
~
'. ,
.
.
"
upon any subseQJent default or de fau lls , or upon the terllinaUon or cancellation of this lease as
hereinbefore set forlh, to bring one or lIore allicable action or actions as hereinbefor-e set forth to
recover possession as aforesaid.
S(CTION 19.07. ~aivers.
(a) Tenant expressly waives:
(1) The benefit of ell laws, now or hereafter in force, exelllpting en!, 9000S on the
delllised premises, or elsewhere, frOG distraint, levy or sale in any legal proceedhgs taken by
landlord to enforce any rights under this Lease.
(2) The benefit of all laws now made or which "ay hereafter be aade regarding any
lillitation as to the goods upon which, or the tillle within which, distress is to be aade after the
rellloval of 900ds, and further relieves landlord of the obligation of proving or ideotifying such
goods, it being the purpose and intent of this provision that .11 goods of Tenant, ~r upon the
demised prellises~, shall be liable to distress for rent.
0) The right to issue a writ of replevin for the recovery of any goods seized under
a distress for rent or levy upon an execution for rent, dalllages or otherwiae.
(4) The right to delay execution on any real estate that .ay be levied upon to
collect any allount which lIlay becolle due under the terDS and conditions of this lease &~ any right to
have the salle appraised, and Tenant authorizes any Prothonotary or clerk to enter a writ of execution
or other process upon Tenant I s voluntary ltaiver and further agrees that said real estate uy be sold
on a writ of execution or other process.
(5) All rights under any law, ordinance or statute relating to landbrd and Tenant
rights to the extent of hereby authorizing the sale of any goods distreined for rent at anytille after
seven (7) days fr~ said distraint without 8ppr8ise~ent and condennation thereof.
(6) The right to three (J) "onths' notice and/or fifteen (15) or thirty (0) days'
notice reQJired under certain circullStances by The Pennsylvania landlord and Tenant Act of 1951, as
amended, hereby agreeing that any notice tilDe period as reQJired in this lease Agreeoaent shall be
sufficient in either or any slJch case. landlord and Tenant agree that this Section (f) shall only be
applicable if the demised pre~ises is situate in Pennsylvania.
(b) The parties hereby waive trial by jury in any action, proceeding or counterdab
brought by either party against the other on any lIIatter whatsoever arising out of. or in any way
connected with, this Lease I the relationship of Landlord and Tenant created hereby, Tenant'. use or
occupancy of the DeJllised Prelllises, and/or any claill for injury or dU8ge. In the event landlord
commences any action or proceeding (or nonpaYllent of Hinimu~ Rent or any iteftS of additional rent due
hereunder, Tenanl:Jlel\all "at interpose an)'-;:-counterclsill of any nature or description in any such action
or proceeding. The foregoing, however, shall not be construed as a waiver of Tenant's riQht to assert
such claim in a separate action or proceeding instituted by Tenant.
~
11 my
*carp.I.lsJry
ARTICLE XX
HISCf:lLAHEOOS .
SECTION 20.01. Access ~ landlord.
landlord lIay at all reasonable tilles during the ter. of this lease enter to inspect the
demised premises and/or ~ay show the demised premises and building to others. At any tioe within one
(1) year imnediately preceding the expiration of the ter~ of this lease, landlord shall have the right
to display on the exterior of the dedsed prellises (but not so as to unreasonably obstruct the view
thereof or access thereto) the custOilary "for Rent" sign and during such period landlord "8y show the
pretlises and all parts thereof to prospective tenants between the hours of 9:00 A.M. and 9:00 P .104. on
any day. landlord also reserves the right after notice of intention to so enter (except that in the
event of an emergency, no notice shall be required) to enter the premises at any ti.e ~ fro. time to
UIlle to malee such repairs, additions or alterations as it I18Y deea necessary for the safety,
illprovement or preservation thereof, or 0 f the bu ilding in \Chich the dellised premises is contdned,
but landlord assumes no obligation to do so, end the perforllance thereof by Landlord shall not
constitute a waiver of Tenant's default in failing to perform the salle. landlord shall in no event be
liable for any inconvenience, disturbances, loss of business or other daluge to Tena:'lt by reason of
the perforllance by landlord of any work in, upon, above or under the dellised pre.ise:s. If Tenant
shall have vacated or deserted the dellised prelllises or, in the event of an emergency, or if in any
other instance after Landlord has given notice of landlord'S intention to enter, Tenant or Tenant's
employees shall not be personally present to perllit In entry into the de~ised prellises. then, in any
such event, landlord or its agents or employees lIay enter the same by the use of force or otherwise
without rendering landlord liable therefor, and without in any ..nner .ffecting Tenant's obligations
under this lease. The exercise of any such reserved right by landlord shall not be deeaed an eviction
or disturbance of Tenant's use and possession of the premises and ahall not render la~lord liable in
any lIarmer to Tenant or to MY other person, nor shall the S81'1e constitute any grounds for an
abate~nt of .any rent hereunder.
SECTION 20.02. Holding Over,
Should Tenant hold over in possession of the de_ised prellises after the ex;lir8tion of the
terll hereof without the execution of 8 new lease a9reement or extension or renewal aqreemeot, Tenant,
- 25 -
~
., I ....
....
:>1 '"t opllon of l..ndlord. snlll be cltc'e...ed to be OCCupyll'lq \he clc",ued prt.lSes 'froll Dj"lh lo G:)....
SlI::)tcl lo such occup,,,cy belnq ler.ln.ltd b)' rsther pin, upot! It lust thuty ()O) d.,s' .rl~~~
'. n~'~lce, .t the renlll. IlIcluchnq. bul not halled lO. rued HI"l~. Rei'll c~uled at . ule ..hie" ;s
_~~..h lhe fl,ed Hln1llvII Reot rate 11'1 e((ecl (or the lut (\Ill lI:>nth of lhe ler.. 0(' thIS leUL
~ercenhqe Rent. 1,. Re-ot. len.nl's proportlonale sh.re of OpeUllnq Costa, the Utlhty Chl:-~.
f'r~tlon Ch.rqe, and addltion,l rent .11 c,lcullled, (rOIl tiee to tl.e, IS thovQl'l the hra or t~a
luse h.d continued .nd otherwlSC subject to .J I o( the otl'ler ter~. covtnlnls and conditIons of ~.~
lease lnsoflr IS the sne a.y be .ppJ iClblt to I .011\1'1 lo ..onlh lenancy.
's(CII~ 20.0J. Succeuotl.
All riqhtl, oblig'tion. .nd Ihbilit.iu herein qinn lo, or hpoltd upot'I, U~ respecl1'e
perlies hereh ,hln utcnd to I/'Id bind the levenl respective hdu, ...cutou, .deil'\istralon,
trusteu, reeeivers, legal representatives, luccenors and ...lens or the .aid part.1ea; .-.d, if there
Shall be eore than one lena"t, they shall all be bound Jointly and sevtully b)' the teras. covenants
and .greewntl herein. No rights, however, Ihall inure to the ben.fit or an)' ..signet, IeepJ
represenhthe, trustee, receiver, legatee or other personal representative or Tenant ",le.. tJ'\e
ISslC)naent to such party hIS bun approved by lsndlord in wtiti"9 at prOvided in Section )I.Glh)
hereof'. A.ny reference to any depert.ent store herein sh.ll a~ly to its IUCCeUOr-l, replaceaents or
assigna.
S(CII~ 20.~. l)Jlet (njoynel'lL
So long ., len.nt ,1'1,11 pay the rents herein provided wllhin the respective ti.es provi~
therefor, and pro"i6ed II'Id so long IS Tenant oburves and perroras .11 the co v en 1/'1 ts, ter.. and
condit ions on Ten.nt' 1 part to be observed and perforAed, Ten.nt sh.ll peaceably and qJ1el1 T holef .nd
enjoy lhe de.lud pruises for the tere hereby desised without hindrance or interruption by l.ndJord
or any other person or persons lawfully claiall'1g by, through or under landlord, subject, ne'er\hel~.
to the teras .nd conditions of thil lease. landlord's liability un6cr this Section sh.ll ce.se upen a
conveyance by hndlord of the pre"ises.
SCCf(Ot-l 20.0S. Waiver.
The waiver by landlord of any breach of .ny lere, covtnant or conditiO/'\ herein contu"e~
sh.ll not be dee.ed lo be a waiver or any subse.QJent breach of the U4C or a .aher of any ot~er hr-.,
cOllenanl or condition herein contained. The svbseqJent acceptance b)' landlord of rent d1Je here~r
or any or .11 other eonelary obliqaUons of hnanl hereunder, .hetl\er or not denoted IS rt<'lt
hereunder, shall not be dee/lled to be a w.iver o( any preceding brueh by Ten.nl or Iny hr.. covel'l.l,.,t
or condition of this luse, other than the f.i1ure of Tenant to .alce the particular j:41yNnt ~
.ccepted, regardless of landlord's knowh6qe o( such preceding breach It the the or .ece;>t.ncc or
svdl rent. ),/0 covenant, tet. or conditioo of this luse shan be deued to halle been waived by
landlord, vnles$ svch .,i"er be ill .ritinq Ind executed by llndlord.
SEC110t-l 20.06. ~ .nd~.
Any Jaw, us.a~ or cl,/slOQ to the cootrary notwilhstlnding, lln~llord .hall hive the ri9"'t at
.11 lilllCs to enforce the covenants and coodHions or this luse in ltriet ~ordar>ce dth the tens
hereof, notwithshndif\9 It'Iy conduct or C'Usto. on the part or tl\e llndlord in refrainll'l9 froo so dol"9
It Iny ti.e ur Uaes .ith respect lo the Tenant hereunder or .ilh respect to other tenants or Ule
Shopping Center. Tl\e failyre of landlord at ,ny the or t iacs to enfor~ Hs ri9hts under ~H'
covenants and provisions strictly 11'1 accordance .ith the s..e sh.ll not be construed IS havi~ cre.ted
a cust04\ in any .ay or unner contrary to the speCific leras, provisions and C'O'rtnlnts of thu leue
or .s ha v 1"9 in Iny WI' or ...nne t eod if Led tl\e UM.
seCTION 20.07. Accord tnd Satisfaction.
No payaent bYlenant or receipt by landlord or a les.ser MOunt than en)' p.ywt1lt of retlt or
additional rent herein .tij)(Jhted shall be deewd to be other than on eceount or tN urlirst
.Upvlated rent or ~dilional rent then due and paYlble, nor .n.ll 1t'I)' endor.esent or alate~t on en)'
c:heelt or any letter KC~anying any check or p.yunt IS re-nl be deeNd In lKC1)rd and aaUsfactien,
Ind landlord .ay acctpt luch check or payaenl without prejJdi~ to landlord', ri9"tl to recover th.e
bllance of such rent or pu rtl.lt any olher ruedy prov ided in th is luse, It la., or in eqJ ity.
seCt (()oj 20.08. Perforunce or Te-oant's Coven.nts.
Tenant coven.,t. and aqrees lhat it will perro.. ,11 Igree.enla and observe all covenll'ls
herein expressed on ill snrl to be perforaed and observed and that it wi 11 pr~lly, uporl receipt o(
written notice specifying .ction desired by llndlord in cOfV\ec\iOtl with en, sueh IQre~nt or
conn.nt, COI\ply with such notice; and further, that if Tenant sh.ll not eoaply with lI'Iy sUoCh notte-e
to the satisflction of landlord prior to lhe date on which such nonc~li,nce wOYld constitute W'\
(vt1ll of Oeflult, in ld<fitLon lo, and not In lieu of or in Iiait.Uon of any other re~dy whjetl
landlord .ay have punuW'lt to thil luse, al Jawor in eQ.JHy, landlord .'y, but shall not be
obligat~ to, enter upen the ptuises and do the thin9s specified in Slid /'lOUc.. landlord s~l1 hau
no liability to Ten.nt for any Iou or d.lUge ttSuHing i" Iny wa)' rrOll sucf\ action end Tenlnt Igun
to pay upon deNnd, as addition.l rent, any expense incurred by Landlord in hieing cuch aclien.
Hotwi\hslandin9 the fottgOinq, landlord'a perrorNnce or a/'ly or all of TeI'\W'lt'a covenants shaH nol
release 1 enant (ro<l )j.bll it)' (or non ""9et (or.ance.
*ooe and one tali tiIres
. Z6 -
'~\..
'.'J .-"---
., ,
..
~ .
SECTlOO 20.09. ~ Agreefteilt.
The Indenture of lease, the lease Agreelllent, the Exhibits and Rider, if any, ~t forth aU
the covenants, prooises, 8gree..enta, conditions and underataodinC)S between landlord and Tenant
concerning the dellised prellises and the re ere no co~enants, prOllises, agree~nts, conditions or
understandings, either oral or written, bet...een the. other than as herein set forth. All prior
CO/luaunications, negotiations, arrangelllents, representstions, agreeaents and underetandinqs, whether
oral, "ritten or both, between the parties hereto, and their representatives, are .e~ herein and
extinguished, this lease superseding and cancelling the salle. Except as herein otherwiae provided, no
8ubseqJent alteration, allendlleilt, change or addition to t.his lease ahall be binding upon landlord or
Tenant ooless reduced to ...ritinlJ end executed by the ~rty againat which such subse~ent aUerations,
allendlleot, change or llOdification is to be enforced. If any provision contained in any rider hereto
is inconsistent with any printed pr9vision6 of this lease, the pravision contained in such rider shall
supersede said printed provision. Tenant hereby aclcnottledges that: ea) this Lease CMtains no
restrictive covenants or exclusiYes In favor of Tenant; (b) this lease shall not be deemed or
interpreted to contain, by i~lication or otherwise, 80y warranty, representation or 89~nl on the
part of landlord that any department store or regional or national chain store or any other aerchant
shall open for business or occupy or continue to occupy any preaises in or adjoining the ShoppIng
Center during the tet'll of this lease or sny part thereof and Tenant hereby expressly wains ell chi.
with respect thereto and acknowledges that Tenant is not relyi09 on any such warranty, te;lresentation
or agreelllent by landlord either as a Ilt8tter of induceMent in entering into this lease or as a
condition of this lease or as a covenant by landlord.
SECTlCH 20.10. No Partnershi~.
landlord does not, in any way or for any purpose, becooe a partner of Tenant in the conduct
of its business, or otherwise, or joint venturer or a ~~ber of a joint enterprise with Tenant. The
provisions of this lease relating to the Percentage Rent payable hereunder are included solely for the
purpose of providing a .ethod whereby adequate rent is to be.~easured and ascertained.
SECTlOO 20.ll. Notices.
..11 paYllent8 of rent and any and all other 1lI0netary obligations of Ten.lI'\t accrtling
hereunder, whether or not denoted as rent, shall be paid to landlord or ita agent at the address set.'
forth in the Indenture of lease, until Tenant is notified otheNise in writing, and all notices given
to landlord hereunder ahall be in writing and forwarded to it at 8uch address, postage prepaid, by
registered or certified ruil, return receipt reqJested, or prepaid .by any nationally rec090ized
express or overnight lIall delivery service which provides proof of receipt. All notices to Tenant
shall be foOtarded to it at the address set forth in the Indenture of lease, until landlord is....
notified other'llise in wriling, by postage prepaid, registered or certHied IIail, return receipt
reQJested, or prepaid by any natiooallr. recognized exp.r~.s_s._or_ov~rnl9h~ lI.iLdelivery service which
provides proof or receipt, or by delivery in person and in the event of a delivery in person, the
affidavit of the person I\8klog such delivery Shall be conclusive proof of the delivery and of the date
and tiae of such delivery. All notices shall be dee~ed t.o have been given on the date .hen deposited
in the aail receptacles lIaintained by the corporation which has beel"l chartered by the thited Slates
Governlllent to operate and deli...er the .all, deposited with the express or overnight ..U service IS
aforesaid or, in the case of notices delivered in person to Tenant, when so delivered. Hotices by the
landlord lIay be given on its behalf by Agent or by any attorney for landlord or Agent.
SECTlCH 20.12. Captions and Index. .'
The capt.ions and index appearing in this Lease are inserted only as a ~atter of convenience
and in no way define, limit, construe or describe the scope or intent of such sections or articles of
this lease nor in any way .ffect this lease.
SECTlOO 20.n. Tenant. Defined: Use of Pronoun.
The word "Tenant" sh8li~ dee.ed and taken to Mean each and every pe~ or party
Mentioned as a Tenant herein, be the salW! one or Ilore: and. if there shall be IlOre than one Tenant,
any notice required or peraitted by the te~ of this lease lIay be given by or to anyone thereof, and
shall have the salle force and effect as if given by or to all thereof. The use of the neuter si"9Ular
pronoun to refer to landlord or Tenant shall be deellled a proper reference even thooljl landlord or
Te11ant lIay be an indi~idua1, 8 partnership, . corporation, or a group or t"ri or ,.ore individuals or
corporations. The necessary gl"8ll1111atical changes reQ-Jired to .alee the provisions of this lease apply
in the plural nurDber where there is aore thsn one landlord or Tenant and to either corporations.
associations, partnerships or individuals, lIIales or felllales, shall in all instances be assuaed as
though in each case fully expressed.
S[CTl~ 20.14. Negation of Personal Uabilit.~.
Notwithstanding anything containe herein to the contrary, Tenant agrees that landlord
shall have no personal liability with respect to any of the pro~i9ions of this lesse and Tenant shall
look solely to the estate and property of landlord in the land and bulldin98 cOGlprising the ShoppinQ
Center of which the de.hed pretllises forlllS a part for the satisfaction of Tenant's 're.edies,
including, without Iiaitation, the collection of any judqlllent or the enforcellent of any other judicial
process reqJiring the pS)'1lent or expenditure of IlOney by landlord in the event of any default or
breach by landlord with respect to any of the terftS and provisions of this lease to be observed and/or
perforllled by landlord, subject, hO'ofe~er, to the prior rights of any holder of any Hort..g.age covering
- 27 -
~
,
.
all or part of the Shopping Center. and no other .ssets of Landlord or any principal of landlord ahall
be subject to levy. execution or other judicial proceas for the aatiaraction of Tenant'a clai_ and, In
the event Tenant obtains a judgment against landlord, the judg_nt docleet shall be so noted. This
Section shall inure to the benefit of landlord's auccessors and assigns and their respective
principals. (Ccntinued 00 Page 29, AdderoUD to Sectioo Zl.14, ~ticn of PeI-s::m.l Liability.) .
SECTION 20.15. Effect of Govern.ental li~it8tion on Rents and Other Charges.
In the eventthat any law, decision, rule or- reguhtion of any 90vernllenhl body having
jurisdiction shall have the effect of li~1ting for any period of Utile t.he uount of rent or ot.her
charges payable by Tenant to any amount less than that otherwiae provided pursuant to this lease, the
following allounts shall neyertheless be payable by Tenant: (.) throughout such period of linitaUon.
Tenant ahall reaain liable for the ~.xillu. .~unt of ~nt and other charges vhich are legally payable
(without regard to any li..itation to the allQunt thereof expressed in this lease except that all
allOunh payable by reason of this Section 20.15 shall I\Ot in thc aggregate exceed the lotal of all
alIQuot. which would otherwise be payable by Tenant purauant ~ the teras of this lease for the period
of li.itation), (b) at the ler_ination of such period of linilation, Tenant shall pay to landlord. on
delland but only to the extent legally collectible by landlord, any anounts which would have been due
frOG the Tenant during the period of li.itation but which were not paid because of such liaitinq law,
decision, rule or regulation, and (e) for the remaining ter. of this lease rollowing the period of
li~itation, Tenant ahall pay to landlord all ..ounta due for such portion of the te~ of this Lease in
accordance with the tet"CS hereof calculated as thouq/l there had been no intervening period of
!illitation .
SreTIOH 20.16. Partial Invalidity; Separate Covenants.
. 'If any ten, covenant or condition of this lease or the application thereof to any person
or circuastance ahall, to any extent. be invalid or unenforceablc, the remainder of this lease or the
application of such ter., covenant or condition to persons or cir-culllStances other than those as to
which it is held invalid or t.W'lenforceable shall not be .ffeeted thereby and each terll. covenant and
condition of this lease shall be valid and be enf.()rc~ to the fullest extent perllitted by law.
further8Ore, each covenant, a9ree~ent, obligation and other provision contained in this Lease is, and
shall be deel\ed and construed 85, a separate and independent covenant of the party bound by.
underlaking or ~ale ing the sue. and not dependent on any other proy ision 0 f this Lease unless
expressly so provided.
SECTION 20.17. Recordinq.
Tenant shall not record t.his lease without the written consent of Landlord. If TCflant
re~ests. and Landlord consents. the parties shall execute and acknowledge a short forI! of lease for
recording purposes which shall be recorded at Tenant's expense.
SECTION 20.18. Stokereoe C~i5Sion.
Landlord and Tenant each warrant to the other that neither has been represented by any
Broleer wilh regard to this lease Agree~ent. further, Landlord and Tenant each agree to indennifY and
hold harllless the other should any clailll be aade by any Sreker claillling to have represented either
landlord or Tenant regarding this lease Agreeaent.
SECTION 20.19. Construction.
It is the intent of the parties hereto that if any ter_, covenant, condition or agree~ent
of this lease is capable of two or lIore constructions, one or ~re of which would render the provision
void. and the other or others of which would render the provision valid, then the provision shall have
the lIeaning or ~eanings which would render it valid.
SECTION 20.20. Perpetuit1.
If the term 0 t.his lease shall not haye cOQ:r.enced within three 0) years of the date
hereof, then this Lease autoaatica1ly shall bec~e null and void and both landlord snd Tenant shall be
relieved of all obligations hereunder.
SECTION 20.21. Choice of law
This Lease shil~e construed and enforced in accordance with the laws and jurisdiction of
the State in which the de~ised pre~ises is situate.
SECTION 20.22. Joint Preparation
This Lease is to be deemed to have been prepared jointly by the parties hereto and any
uncertainty or alllbiguity existing herein, if any, shall not be interpreted against any party, but
shall be interpreted according to the application of the rules of interpretation for ar.'s length
agreements.
SECTION 20.23. Interlineation
.....
Whenever in this Lease any printed portion has been stricken out, whether or not any
relative provision has been edded, this lease shall be construed as if the aaterial 10 stricken was
never included herein end 00 inference shall be drawn frOQ the aaterial '0 stricken out which would be
- 28 -
~L
~
. .
,\ ..11I
.,
inconsistent in any way wilh the construction or interpretation which would be appropriate if such
material were never con~ained herein.
SECTION 20.24. Sub~ission of lease to Tenant.
THE SUBMISSI()-; BY loonr~TmNT Of THIS LEASE SHALL HAVE NO BI'JOI'lG fORCE OR EffECT,
SHAlL NOT CONSTITUTE AN OPTION fOR THE LEASI\:G Of THE: DEMISED PREMISES, NOR CONrER ANY RIGHTS OR
IMPOSE .\\Y 08UGATl~S UPO'... EI THER PARTY UNTIL THE EXECUTION THEREor BY LooLOR) AND THE DE.LIVERY or
AN [XECUTt:D ORIGI"'AL COpy THEREOf TO TENANT OR I TS REPRESENTATIVE.
AOOEt.OUH TO SECTION 20.14, Negation of Personal liability.
The references to "Landlord" in this Lease shall be limited to mean and include only the owner
of the Shopping Cenlerof which the Premises forllls a part. In the event of a sale or transfer of such
interest (except a Kortgage or other trans fer as security for a debt), the "Landlord" initially nallled
herein, or in the case of a subsequent transfer, 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 all of such terms, conditions, covenants and obligations
except as to pre-existing defaults 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
Realty Trust 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 8S of August 6, 1993, and as may be further
amended and/or restated, and all persons dealing with the Crown An.erican Realty Trust must look solely
to the Shopping Center for the enforcement of any claims against Crown American Realty Trust, as
neither the Trustees, officers, agents or shareholders of the Crown American Realty Trust assume any
personal liability for obligations entered into by the Crown American Realty Trust by reason of their
status as said Trustee, officer, agent or shareholder.
- 29 -
Gtt
. .
,
t, ( I
,
.
RIDgE
1. In the event Value City Department Store fails to operate at the Shopping Center for a
continuous period of three (3) months ("Cessation Period"), Tenant's Fixed Minimwn Rent only shall be
reduced by ten percent (10%) with a corresponding reduction in the Percentage Rent Gross Sales Base of
ten percent (10%) (hereinafter referred to as the "Interim Rent') each month beginning with the fourth (4th)
month of the Cessation Period and continue until the department store is replaced.
(a) Notwithstanding anything set forth herein to the contrary, the payment of Interim Rent
shall be in a:.ddition to, and not in lieu of, the minimwn payment on account of Tenant's
proportionate share of the Operating Costs as set forth in Paragraph "F" of the Indenture, the
estimated payment on account of Tenant's proportionate share of Taxes as set forth in Paragraph
"I" of the Indenture, the Promotion Fund/Advertising Program assessments, as set forth in
Paragraph "J" of the Indenture, Tenant's Proportionate Cost of Security, as set forth in Paragraph
ilK" of the Indenture, and any other charges due and payable under the terms of this Lease.
(b) Tenant's right to pay Interim Rent shall continue until the earlier to occur
(i) a replacement tenant occupying at least eighty percent (80%) of the space
vacated by Value City has opened for business under a single trade name; or
(ii) Tenant is in default under this Lease.
\ft\L
.
~
. .
. .
\
RwWN D..: FebNuy Ie. fH4
CHAMBERSBURG MALL
Chambersburg, PA
EXHIBIT "An
(SATELLITE TENANTS "AS IS")
1. Tenant has Inspected the premises and agrees to accept the premises In 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 wh~h might be required to make the demised premises
. suitable for the use permitted In the Lease Agreement.
2. Tenant's Plans and Specfftcatrons:
A. Complete professionally prepared working drawings and speciflCaUons shall be submitted for
review and/or approval by Landlord within thirty (30) days after the landlord provides the tenant
with a criteria package for the demised space.
B. Drawings and speciftcations shall be prepared and arranged in four (4) categories as
applicable: Architectural, H.vAC., Plumbing and 8eetrical. The practice of combining two or
more groups onto one plan shoukfbe avoided. Each group shall be clearly designated. P1ans
shall be drawn at 118. scafe or larger, on a standard paper slze no larger than 30. x 42.
throughout. All drawing submissions shall include property completed Landlord Construction
Standards (LCS) Drawings (set of LCS Drawings are part of Tenant Criteria Package).
C. During all phases of plan development and prior to bidding or commencing of construction, the
tenant shall make a physical on-site inspection of the demised space and verify conditions,
dimensions etc. of the demised space. Failure to do so shall be at the risk and sole expense
of the tenant.
D. landlord's plan review and/or approval is for compliance with Landlord's criteria only, and this
approval does not relieve tenant of responsibility for compliance with Ioc.al, state and federal
codes, and regulatory agencies governing this area.
Stores Under 5,000 Sq. R.
Restaurants
$ 1,000
$ 1,200
Stores Over 5,000 Sq. R.
All fees are payable to Landlord, per the drawing
"
Page 1
~~
. .
~
...,v.....n..........l..l...:JL.(,.4j,'~....6ao -"-J .......-..0 ----------- -.... _..--
~ .
shall not be required to perform any ~~ndatory Remodeling
of this Exhibit "A" shall only be applicable if Tenant is
to remodel pursuant to Articles IX, XVI, XVII, or similar
Lease.
and the provisions
otherwise required
provisions of this
's (,
..
3. Compliance:
Tenant shall be required to attain all necessary approvals and permits from state and IocaJ
governing authorities including a final Inspection and a Certificate of Occupancy, as required.
Tenant shall also comply with any requirements of the American's with Disabilities Act (ADA) as
applicable and as mandated by Ioca! and state authorities.
4. Mandatory Remodeling Requirements:
*-a
If the store has not been remodeled within the last three (3) years, the following requirements will
apply. If the store has been remodeled within the past three (3) years, remodeling requIrements
will be enforced at Landlord's option.
Mandatory Remodeling Requirements (nc(ude:
A Storefront - Landlord does encourage pop-outs of storefronts, andIor sign band area. Final
pop-out limitations shall be determined by the Landlord. No more than 50% of storefront to be
open to the mall common area. Minimal storefront remodeling requirements would include all
new finishes, materials, and signage.
8. HVAC Unit - tf unit is more than ten (10) years old, landlord will require a written statement
from a bonafide HVAC Contractor that the unit has been inspected in an phases of operation
and is in good working condition.
C. All electrical work shall comply with the latest National Electrical Code (N.E.C.), and all Federal,
- State and Local Codes. landlord does not Permit:
a. Exposed light source in public or sales area
b. fbmex - All wiring must be in conduit.
D. Ceiling Tile - Landlord recommends the use of a 2' x 2' ceiling tile pattern.
E. The tenant's store design, drawings, specifications and construction must comply with all the
Landlord requirements presented within the Tenant Design & Construction Criteria Handbook.
Tenant, tenant's agents, tenant's architect and/or engineer, and tenant's contractor(s) and/or
subcontractor{s) are responsible to comply with all landlord requirements and specifications.
5. Tenant's Construction/Remodel Work:
Tenant shaJI promptly commence and thereafter diligently proceed with and complete the
remodeling of the demised premises within sixty (60) days after the approval of such plans and
specifICations. If Tenant shall neglect, fail or refuse to commence its work as aforesaid or thereafter
neglects, falls or refuses to diligently proceed with and complete its work, the landlord. in addition
to other rights or remedies it may have and after fifteen (15) days notice to Tenant, may (a)
complete Tenant's remodeling work at Tenant's expense and thereupon the RentaI Commencement
Date shall occur and all of Tenant's payment obligations pursuant thereto will commence, (b) cause
the Rental commencement Date to occur and all of Tenant's payment obligations pursuant thereto
to commence, notwithstanding the incompletion of Tenant's remodenng work, or (c) declare the
Lease cancelled and of no further force and effect.
"
Pag e 2
f'
C2t~
~
. .
" I'
"
A. Tenant's progress and workmanship is subject to Landlord's Inspection and approval. My
violation InvoMng the Tenant's store construction shall be corrected and made acceptable to
the Landlord, at the Tenant's sole responsibility and cost. Tenant's failure to correct violations
within fifteen (15) days of notice of same to the tenant shall, at Landlord's option, resu~ in
correction of same by landlord or Its agent. Related costs will be billed to the tenant as
additional rent under the terms and conditions of the lease.
B. Tenant shall perform and cause tenant's contractor(s} and subcontractor(s} to perform all
tenant's work In a manner so as not to damage, delay or Interfere with the prosecution or
completion of MY work being performed by the Landlord or the Landlord's contractor(s) in the
demised space or In or about MY other portion of the Shopping Center, or to comply with all
construction procedures Md regulations prescnbed In, or pursuant to, this Exhibit "A" for the
. execution of the tenant's work and the coordination of such work with work being performed by
the landlord or by the Landlord's contractor(s).
a. Landlord, In its sole discretion, and for MY reason, shall have the right to order tenant to
terminate any construction work being performed by or on behalf of tenant in the demised
premises. Upon notifICation from landlord to tenant to cease any such work, tenant shall
forthwith remove from the demised premises all agents, employees and contractors of the
tenant's perlorming such work until such time as Landlord shall have given its consent for
the resumptions of such
construction work and tenant shall have no claim for damage of any nature whatsoever
against Landlord In connection therewith.
b. Should tenant fail to comply with the rules and regulations established by Landlord or its
contractors in any union contract to which Landlord, its contractors or any subcontractor
may be a party. Landlord shall have the option either to cancel the lease agreement or to
compel tenant immediately to suspend the work being performed.
c. AIl work must be perlormed by bonafkfe licenses contractor(s) and conform with all
applicable laws, rules, regulations, specifications, codes, and standards.
6. Insurance:
Tenant is responsible to furnish the Landlord with evidence of general liability and property
damages insurance coverage for the tenant's contractor(s) and/or sub-<:onlractor(s) prior to the
start of any construction within the demised space. General liability insurance shall be a combined
single limit of one million dollars ($1.000,000.00). Tenant shall indemnify and hold harmless the
Landlord from and against any clalms, actions or damages resulting from the acts or neglects of
the subcontractor(s) in the performance of the tenant's work.
Page 3
" .
"
7. Notification:
Tenant shall notify the landlord a minimum of one (1) week prior to moving onto the job to
commence construction. Tenant must also check In with the mall manger and present himlher with
a set of approved plans along with the building permh number (where applicable).
8. Service Charges:
The following services will be handled directly by the Mall Management Office with all associated
costs invoiced to the tenant's contractor(s), unless directed otherwise by the tenant In writing to the
Management offICe.
A Trash dumpster will'be provided and handled for the demised space up to the tenant's opening
date. Landlord will locate a construction dumpster. The tenant's contractor(s) or
subcontractor(s) are responsible to place all rubbish, construction trash and surplus material in
the dumpster. The tenant or its contractor(s) Is cautioned against having trash accumulated
within the demised space. Should this develop, Landlord will remove the trash and charge the
tenant for all costs.
B. Temporary electrical service as necessary will be provided under the following conditions:
1. Termination of this service is at Landlord's sole discretion.
2. Landlord is not responsible for interruption of this service.
3. One (1) hook-up is provided for the demised space.
c. Fhof work and reflashing for H.VAC. equipment, plumbing vents, penetrations, etc., shaIl be
provided by the Landlord's roofing contractor 9nly (as per Landlord construction standard
drawings). Tenant shall be responsible for the removal of any abandoned rooftop equipment
within the demised premises.
D. Sprinkler system modification with respect to the tenant design and specifications will be
performed by the landlord's Sprinkler contractor, in compliance with N.F.PA Regulations and
Landlord's Insurance Co.
9. Waiver of Liens:
A Tenant agrees to enter into Waiver of Uens Agreements or Waiver of Rights to file Uen contract
with any of hs contractors, subcontractors, materialmen, or other persons furnishing services.
labor or materials concerning, in any way, work to be completed in part, or while. in connection
with tenant's work and provide Landlord with copies of same.
B. Any mechanic's lien filed against the demised premises or the Shopping Center for work
claimed to have been done or for materials claimed to have been furnished to Tenant shall be
discharged within twenty (20) days after filing by bonding or as provided or required by law or
in any other lawful manner. Tenant's failure to comply with this (Paragraphs 9, A & B) shall be
deemed an event of default.
Pag e 4
.
.
.
~ f' ..
,
10. Hazardous Material.:
Tenant andlor its architect andlor contractor(s) SI'Id/or subcontractor(s) shall not specify. furnish.
Install or use any materials containing any hazardous or carcinogenic producing materials in the
completion 01 tenant's work. Ten (10) working days after completion of tenant's work, the tenant or
tenant's architect shall deliver to Landlord a certifICation that none of the materials used In the
completion of tenant's work contains hazardous/or carcinogenic producing materials.
11. H.V.A.C. Maintenance:
Within ninety (go) days of tenant's opening for business, tenant is required to place In force and
keep in force for the full term of the lease agreement a maintenance agreement, with a reputable
licensed company, for the service, repair and maintenance of all the tenant's H.vAC. unites)
providing service to the demised space. The agreement shall provide for but not be limited to at
least four (4) inspection and services each year and a minimum of eight (8) filter changes each
year. A copy of the agreement must be delivered to ~he landlord.
12. Atter Tenant opens for business, landlord will be responsible for removing Tenant's trash,
excluding grease trap residue, from the rear of the demised space to a compactor and/or holding
bin(s). Tenant shall contact mall management office prior to opening for business to make all
necessary arrangements for trash removal. Tenant is responsible to separate dry trash from wet
and suitably bag andlor containerize same as directed by the Landlord. A charge for removal will
be levied on the Tenant based on a fixed fee. subject to periodic escalation, comparable to existing
local rates.
Page 5
~
lo:....... ..
I
~J -#J~ ..!. ...
..
j
EXHIBIT .C.
UTILITY SCHEDULE
RATt.
1. Utility Services ahall be furnished to individual tenant. as needed. Tenant agreea to
uae and pay for utility aervlce suppli~d by landlord a. additional rent under the lease on a monthly
basis. Landlord may estiaate auch periodic billing' end confir. and/or adjuat aane on . lea8 frequent
basi.. Charges for utility service shall be in accordance with Tenant's use category as if Tenant
were serviced directly by the locsl public utili~y or eunicipsl authority then supplying utility ser-
vice to the Shopping Center (the Rtarifr.) and any aupplements thereto or eny tariff. i.sued to super-
sede s.id tarIff, which ..y herearter be filed, and Tenant shall also pay any taxea, surcharge8,
impositions, penslties or other additional charge. applicable to the utility .ervice Uled by it which
are not included in the afore8aid rate end tariff, provided that such taxes, surcharges, imposition8
or other charges are required by law to be collected from Tenant or .re paid by Landlord to its
aupplier or utility service.
2. Notwit.hatlnding anything contained herein to the contrary, in the event that the rate
which would be charged by . public utility for equivalent /rtOUnt. of tervice beeoGle8 insufficient to
cQGpensate landlord for the reasonable costs of supplying utilities to Tenant, then landlord shall be
entitled to charge Tenant an amount equal to the sctual cost of supplying the utility service,
toqether with an amount not to exceed*~ of each utility bill.
,. In no event shall landl:r~~e liable for the quality, quantity, railure or interruption
of any utility service to the de~iaed premiaes.
4 The Landlord may at its option, install an Energy Management System to efficiently con-
serve utility usage. Tenant agrees to pay a monthly charge of $50.00 8S Tenant's share 0: the.Energy
Management System purchase installment, maintenance and upgrade costs. Tenant shall remit thlS
charge, which will be sepa:ately identified in the original invoice, as part of the Tenant's regular
monthly utility payment.
ELECTRIC SERVICE.
Electric energy supplied hereunder by Landlord shall be noainally sixty-cycle, unregulated
alternating current, in the fo~ of J phase, 4 wirea, snd of 8 voltege designated by Landlord.
Installation of Tenant's electric facilities ahall be in confor~ity with the leaee, the National
Electrie Code and the requireaent. of the public utility or nunicipal authority then furnishing
electricity to the Shopping Center. .
If Tenant is replacing a prior tenant in the derllised precises, landlord "ill charge the new
Tenant. $150.00 charge for the transfer of utility seryices responaibilities frOQ Landlord to new
Tenant.
RIGHT TO CUT-Orr.
Landlord ahall have the right to discontinue its utility seryice to Tenant and to remove
ita property rr~ Tenant's premises whenever bills. for utilities sre in arrears beyond the grace
period set forth in the Lease. or in case Tenant falls to cOIIlply with or perforD any of the terlll8,
conditions or obligations or violates any of the covenants set forth in the lesse beyond the grace
period aet forth in the lease.
APPLICATION rOR UTILITY SERVICE.
Tenant shall .a~e 8pplication for utility service to Landlord, in accordance with rules
and regulations aet rorth in landlord's Utility booklet, where such service i8 supplied by landlord.
~
, , ~z ~04 tt~0Srt" 'P2
oc.&;.. ... '
i'
..1'\ '1t 1_ZS'3-14"tZ
ffl'i. ",,",' .
i ~
.. ... \
&. i. "
, i' \
o a '
~... \
~ % \\
\ \ \\
i i \\
II!. e.'
\ \
\\
I
\
\
\~ i l \
\\\ \ ~ ~
\,
~\~ \
\\ i
\i \
~~.
t ~',
t I. '
\
, ,
~ ~,C\-\~ \"If\\J-
~ ~\
~ ~ l
\ \\\
~
.. .... ~ . 't
i ~
l i "
t'~
,~" -" \. "
~;
~.
I .
l!!. "':.
.~. ~d
' i:iA'
t1 :l ;....
~ tr
\';::3 ~.
~ t.~ .....,.
, If:.
f''''
....... rj
t "
;t ..I ~
....
-t:>
~ 1::
,...
'f
,..,
i ~ \~
i ~,
.~ -'"
G ~,
e.
i c. .,. :.\
, ...
ti1 ~
1IO ~
..
~
t II I ,"
...
~ :' CI-R'1BERSBLIRG MALL '
Dc}. 12 aaB4 11:B9AM P3
FAX NO. : 717-263-7422
~ ~ ~ ! ~ ~ ~ e ~ ~ ~ ~ ~ ~ ~ ~ a a a ~ ! ~ ! ! ! ~!~ ~
I I I I I I I I I I I I .1 I I I ~ I Iii i.1 Iii ill i i
~ ; ~ ; ~ ~ ~ ~ ~ ~ ~ i ~ i ~ ~ ~ ~ ~ ; ~ ~ ~ ~ ~ ~ ~lf
~ ~ ~ ~ ~ ~ ! ~ ~.. ~ ~ ~ ~ I I ~ ; ~ ; ~ M I ~ jj ~ ~ ml~ J
o I ~ B I 0 C i i I i I' I I ~i I ~ ~ ~ ! R ~ ~ ~ ~ ~Ii I
~ :% :1 ~ = ~ ~ ~ ::l ::l :: ~ ~ ~ :t :t :t :t :t i :t ~ :t ~ ... ~! i
m m m i m, i I a I $ m ~ ~ I m m = = = ~ = ~ m · . ~
I i Iii I Ii! ~ i I I I I I ii' i I I I I I' I I Iii I
i i i i i i i i i ill i i ill i i 1111111111:.
i
i ..
tI e ~ ~ ~ i: fi.. ,~. i
~ , ; ; i ~, ~ ~ ~ ~ ~ i 5 ~ ~'~ E ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ '
~ .. ..
'" ~ p. jl) ,. 'PI !" t: ;.
8 I ~ ~ i 8 ~ . !
.... ,.. ....
~ ~ ~ ! i ~ ~ .. .. ~
6 i ~ ~ i ~ ~ E ; E
f
~ t
:... b :.. :.. g
'" CD co c:I a
..
III I., ... ..
II> Q/ ... ID
i
!
..
.
g
. '
...
-
I
g
!!
8
'"
-
. '
..
~
... ,
.'
'.
,
Ii
g;,
" ". i;
, ,
, .
( ~~
II~
. if
E t i:
.. Ii h,
I ,
f iJ
i I I
p
o ~~ 1.1
.
r" ,.. ....
I G ; ; i i l ~ i e ~ ; ~ I leG ~ ~ ~ ~ ~ ~
it Ii
~
,.... I ."
'.
FROM ,~: 'CHAMEeR5BURG MALL
...
~ ~ B
(II
i ~ ><
f ~
f ~ ~
! !e ....
g' i i
s ~
.. m
g ~
e s
~ I ~
jg ~ ~
e e a
fll
III ~
!3 ~ fO
~' ~ ~
FAX NO. : 717-263-7422
B B ~ ~
~ ~ f:l ::1
$ i i m
'... ,
.
'.
..
Oct. 12 2004 11:10AM P4
ell~ g
ill r ~
! ~
~ ~ ~ .. 21~ ~
r:> i ... a i
~I~ t'
!
II! i
m
~ ~
~ ~
~' ~
'i! ~
el El ~ ~
if !f ~ ;
'" 'CII '" i'l;
fli fli ~ ~
r
f El ~, ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
f ~ i i i i i i I i Iii i I j
~ ~ ~. ~ e ~ ~ ~ ~ ~ @ ~ ~
~ ~ ~ ~ ~ ~ ~ ,~ ~ ~ ~ ~ ~ I
~ I ~ ~ ,~ ~ ~ ! ft ~
i i i i i i i ~ ~ m
m ~ ~ ~ ~ ~ ~ ~ ~ ~ - ~
~ i ~ ~ I I ! i i I i a
...
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
! ~ i I.~ j I I I ~ I
~ ~ ! ~ ~
s ~ ~ I,~
m m i ii
l:! I.'! ~ ~ ~ ~ re
~~jg~~iR
'" '" ~ w w ~ f.3
! II j I I I
Iii I
Ie ~ ~
5 J 0
~ .,1
j'
I:
g ~ ~ I:
~ ~~ ~ g ;
... ... Cd
; ; i
~ ~ ~ 81 f:l m
~ I i ~ ~ 2
I!t to>
; ~
ID
.lil~lD~.""''''!=!
Pr.... CQCDC,
o~~ ~!f!f...
i'
:>
... ~ -.l f:t !ll ~ i CI\ tl, ... II t.l> ~ l!l CIl~
e... l:> ~ b. ~ l!! l!!; l: lD E c>s
to IE... _ _ _. ~ ~.. "" tl: ~ 8 g..
.F'
B u ~ ~ ~ Q 9 ~ ~ ~ ~ t ,
.... ...
~ ~
JJ: t; J!l ~ ~
tf @l
'(
..,
I
!'
~
I "
!'
;
!!
"
!
~
,
~
o
~
.. ,
g: ~
2! ~
~ I
..
I:D
j, :
9 ~~
I'i~
... If ~
i If:
Ie: >-
, ~.15
I ~ I
~
...
?
_0 ~ .
"
,'" ,. ... ..... ~~.
.. ~.
.
(, ... '" ~
j' co
G
i .
.,
f ....
! i ..
~ ~ ~ .... .. ~ 0
tJ III ~ ! m l!l ~ ..... ~ ~ fa ... !t ~ ~ m ~ g g g ~ ., .~
.... ~ .... ....
~ CJ ~ if ~ il ~ i= III ! .~ Co g III ~ ...
,. 7' ,. 00 PI ... en 01 ...
...
STATEMENT
ClElte .
Account-
Slelfalllllnt No ~
PIge -
Bl2mOO-1
,720.D16
4$473
1
N8klt Cheolc
Payable To:
P'R I'INANCINQ U~1TeD PAJI('rNEFt$/iIP
PO SOX 642:401
PrrTSBURGlH "A 'l1l264.2SD'l
From;
CHAMBERSBURG MAI-L
3056 BLAOK GAP ROAD
CHAMBERSBURG PA 17201
'. '
;
I
, I
f
l' !
,
Pilling Addms;
Debble Ool'POrltion
071 ShlppOnsby Ro8d
New\IIlIe PA 17241
T8l18ntl
Your Hair C:onnedlon #08
AmowIt Rtrnjlted~
R-mll tDp pll!ticn with payment.
DETAIL OHARGE
Chamb.l'8bulll Mall
h\Vllloe DBtlI
1M004
YourHaJr Ognnectlon tJD8
OucIIptIon
BaIlnI'l8 FOfWird
Ollal'll" __ .
Paymall1ll
...........-....-
~ 0110071.
s.bnQt Check Numblr
$1,030.10
AOCOUNT SUMMARY
-....
Balance Prklr To
PIUs Charctt FroM
LlI.. P8YJl1l1nIB I ~clIl& From
1/112004
111/2004
1'1~004
6,030.10
.00
.00
AIlIOUNT DU!!1
9.CWl.10
r
:/'
1<. .~
I'
ACCOUNT ACING
_...._11'.
CUnent
1.80 '
$1.80
61 .90 .
81 .120
Over 120
--'"~
i 9,080.10
-
.,
J\moltl,! the ~ecor~5 nlt~ 'roc1'1'~iUB5 enrolled in the Court of Common Pleas in and for the
County of Franklin in the Commonwealth of Pennsylvania, to No. ,2004:-:281,2""""",."."""" 'f
is contained the following:
COpy OF ,~OOlJ.~,~~~2.""""""""""""". DOCKET ENTRY
PR FINANCING LIMITED
PARTNERSHIP, successor by name
change to CROWN AMERICAN
FINANCING PARTNERSHIP, L.P..
Plaint':i;ff
("SEE ATTACHEDll)
VS.
DEBBIE CORPORATION, t/d/b/a
YOUR HAIR CONNECTION,
Defendants
. .
SVI:>V..! IH3U HO SVI:)V..! 3HI:>S
WOH..! ~S3H3UU
11'l9~'6$ ?OOl/~l/Ol
?OOl
:}uauUlpnf JO
u01ssaJuoJ
u1
llBZ =lurt?ldUIoJ
'd'~ 'd1qSJau:}Jt?d
~Ur::>Ut?UTI!
ut?oTJaurv W10JJ
O:} a~ut?q::> aureu
Aq .;wssa::>::>ns
'drqsJau:}Jt?d
panUI1~
~uT::>ut?Ulj }ld
uOl:}::>auuoJ
Jlt?H JnoX /-e/q/P/=l
'Uol=lt?JodJoJ arqqaa
~NIlOWV ~N3WOOIlf HV3A ~ 'ON N3rI dO ,UIJ.NIV'ld ~NVaN3.!13a
dO 3.L va 3MIl.LVN
S3:I~~N3: X3:aNI ~N3:WDan[
t1f (:J "G.
~
i \) - ~,
"
M - 8
& )lJ
- ~
~ ~ c,
j ~
""J &(
~
~ s
~
~
~
L
..
'.
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYL VANIA
CIVIL DIVISION
PRAECIPE FOR WRIT OF EXECUTION
PR FINANCING LIMITED
PARTNERSHIP, successor in interest
to CROWN AMERICAN
FINANCING PARTNERSHIP, L.P.,
Plaintiff
vs.
DEBBIE CORPORATION, t/d/b/a
YOUR HAIR CONNECTION,
Defendant.
) (v') Confessed Judgment
)
) ( ) Other
) c; u~ L~
) File No. DS; - qt.j
)
) Amount Due
)
) Interest
)
) Atty's Comm
)
) Costs
)
TO THE PROTHONOTARY OF THE SAID COURT:
The undersigned hereby certifies that the below does not arise out of a retail installment
sale, contract, or account based on a confession of judgment, but if it does, it is based on the
appropriate original proceeding filed pursuant to Act 7 of 1966 as amended; and for real property
pursuant to Act 6 of 1974 as amended.
Issue writ of execution in the above matter to the Sheriff of Cumberland County, for debt,
interest and costs, upon the following described property of the defendant, Debbie Corporation,
t/d/b/a Your Hair Connection, Defendant, whose last known address is 671 Shippensburg Road,
P.O. Box 322, Newville, Pennsylvania 17241:
(1) against Commerce Bank, Garnishee, with an address of 3 Crossgate Road,
Mechanicsburg, Pennsylvania 17050;
(2) and index this writ against Debbie Corporation, Defendant, as a lis
pendens against the real property of the Defendant.
Amount due:
Interest from October 25, 2004 at 6%:
Costs:
$9,562.11 /
$ 180.76
(3)
Writ:
Sheriff:
TOTAL AMOUNT:
$ 15.50
$ 150.00
$9,908.31
~
.
PRAECIPE FOR A TT ACHMENT EXECUTION
Issue writ of attachment to the Sheriff of Cumberland County, for debt, interest and costs,
as above, directing attachment against the above-named garnishee(s) for the following property
(if real estate, supply six copies of the description; supply four copies oflengthy personalty list)
Any and all of defendant's bank accounts in the possession of Commerce Bank, garnishee
and all other property of the defendant(s) in the possession, custody or control of the said
garnishee(s).
~
(Indicate) Index this writ against the gamishee(s) as a lis pendens against real
estate ofthe defendant(s) described in the attached exhibit.
Date: February 172005
(
........
Counsel for Plaintiff,
PR Financing Limited Partnership
2
r~
~ 9J~
~~<?'~
'\) 0 0 V[
\) \> 0 C)
\ I j -:cJ
_ : ~r
-~ ~#
.i
S
-e,
-r ~~
~ -~ ~
S-' -
f'r"\ Q -t>
L....J ~ ~
7<- ~"J lit
B -
L
c '
L
~
~
it\.
~~
Cj \)
C \)
,,',
(.....,.:
, .'" .~
"
<'
WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF CUMBERLAND)
NO 05-964 Civil
CIVIL ACTION - LAW
TO THE SHERIFF OF CUMBERLAND COUNTY:
To satisfy the debt, interest and costs due PR FINANCING LIMITED PARTNERSHIP,
SUCCESSOR IN INTEREST TO CROWN AMERICAN FINANCING PARTNERSHIP, L.P.,
Plaintiff (s)
From DEBBIE CORPORATION, T/D/B/A YOUR HAIR CONNECTION, 671 SHIPPENSBURG
ROAD, P.O.BOX 322, NEWVILLE, P A 17241
(1) You are directed to levy upon the property of the defendant (s)and to sell
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
of COMMERCE BANK, 3 CROSSGATE ROAD, MECHANICSBURG, PA 17050 - ANY AND ALL
OF DEFENDANT'S BANK ACCOUNTS IN THE POSSESSION OF COMMERCE BANK
GARNISHEE(S) as follows:
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereof;
(3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a
garnishee and is enjoined as above stated,
Amount Due $9,562.11
Interest FROM 10/25/04 AT 6% - $180.76
L.L. $.50
Atty Paid $38.00
Plaintiff Paid
Due Prothy $1.00
Other Costs
Atty's Comm %
Date: FEBRUARY 23, 2005
CURTIS R. LONG
(Seal)
Pwlhonotary ~
,13Y:.- d/J 0./\ t2-- 2 '( Jl /2,/1..1 ;-
Deputy
REQUESTING PARTY:
Name STEPHEN S. ZUBROW, ESQUIRE
Address: MARCUS & SHAPIRA LLP
ONE OXFORD CENTRE, 35TH FLOOR
301 GRANT STREET
PITTSBURGH, PA 15219
Attorney for: PLAINTIFF
Telephone: 412-471-3490
Supreme Court ID No, 43523
r'
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
vs,
)
)
)
)
)
)
)
)
)
)
)
)
(J~r;c.-UffU. 10
INTERROGATORIES IN A TT ACHMENT
PR FINANCING LIMITED PARTNERSHIP,
successor in interest to CROWN AMERICAN
FINANCING PARTNERSHIP, LP"
No,
Plaintiff
DEBBIE CORPORATION, t/dlb/a
YOUR HAIR CONNECTION,
Defendant
TO: Commerce Bank, Garnishee
YOU ARE REQUIRED TO FILE ANSWERS TO THE FOLLOWING
INTERROGATORIES WITHIN TWENTY (20) DAYS AFTER SERVICE UPON
FAILURE TO DO SO MAY RESULT IN JUDGMENT AGAINST YOU:
L At the time you were served or at any subsequent time did you owe t
any money or were you liable to her on any negotiable or other written instrument, 0
claim that you owed her any money or were liable to her for any reason?
\--JD
Cl ~ VO~ S c1L>Sz cL L{ - a
I
\
CI-U~ L~UL""'L
OU,
defendant
did she
- DC>-
2, At the time you were served or at any subsequent time was there in y r
possession, custody or control or in the joint possession, custody or control of yourse and one
or more other persons any property of any nature owned solely or in part by the defe ant?
Nu
3, At the time you were served or at any subsequent time did you hold Ie al title to
any property of any nature owned solely or in party by the defendant or in which def; dant held
or claimed any interest?
NO
..
4, At the time you were served or at any subsequent timc did you hold
any property in which the defendant had an interest?
ND
fiduciary
5, At any time before or after you were served did the defendant transfe
any property to you or to any person of place pursuant to your direction or consent
was the consideration therefor?
or deliver
d if so what
NO
6, At any time after you were served did you pay, transfer or deliver an money or
property to the defendant or to any person or place pursuant to his direction or other Ise
discharge any claim of the defendant against you?
NO
7, If your answer to any of the above is in the aftirmative, please state t
value ofthe property you are holding,
amount or
NO
(
>~IVIi;F:I'1 'iI\!IKIHi\HRISBURG
J~ c/y, J'J en
'-'f~"""'~'-~-~---"-'-' .,,~"'- ,-+~"~~-='=
3-al~os
Counsel for Plaintiff,
PR Financing Limited P rtnership
2
o
c
<::
-VtJl
I--r'-rr.
'-7'.1,
6;1~
Ct:
~:.:~~
~~.l',:
~
~
"'"
0"
::It.
~
N
v:>
'P':
:>
Q,
.-1
:1>1'1
r"I'f'';;'
...,...~~
:i;J,Q
'~.~\~?
:r: ~1\
~,J(')
.r~_ r""
~:~
-
~
-
-
N
..a
-
SHERIFF'S RETURN - GARNISHEE
CASE NO: 2005-00964 P
COMMONWEALTH OF PENNSLYVANIA
COUNTY OF CUMBERLAND
PR FINANCING LIMITED PARTNERSH
VS
DEBBIE CORPORATION ET AL
And now RONALD E. HOOVER
,Sheriff or Deputy Sher ff of
Cumberland County of Pennsylvania, who being duly sworn accorcing
to law, at 0010:57 Hours, on the 15th day of March
, 2005, attached
as herein commanded all goods, chattels, rights, debts, credi s, and
moneys of the within named DEFENDANT
DEBBIE CORPORATION T/D/B/A
YOUR HAIR CONNECTION
, in the
hands, possession, or control of the within named Garnishee
COMMERCE BANK 3 CROSSGATE ROAD
MECHANICSBURG, PA 17055
Cumberland County, Pennsylvania, by handing to
JANET MCFADDEN (SECURITY SPECIALIST)
personally three copies of interogatories together with 3
true
and attested copies of the within WRIT OF EXECUTION
ard made
the contents there of known to Her ,
Sheriff's Costs:
Docketing
Service
Affidavit
Surcharge
,00
.00
,DO
,00
.00
.00
so~ V..JJK'
~~.AK--...
R, Thomas Kline
Sheriff of Cumberland Cou ty
03/17/2005
Sworn and subscribed
/~~~[~e
By
~~v/
Deputy Sheriff
of
'Protho
~U
IN THE COIiRT OF COMMON PU:AS
OF CUMBERLAND COUNTY, PENNSYL VANIA
PR FINANCING LIMITED PARTNERSHIP,
successor by name change to CROWN
AMERICAN FINANCING PARTNERSHIP,
L.P"
Plaintiff,
vs,
DEBBIE CORPORATION, tJdfb/a
YOUR HAIR CONNECTION,
Defendant.
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
CIVIL ACTION - LAW
No, 05-964
AFFIDAVIT OF SERVICE OF
NOTICE UNDER RULE 2958.1 OF
JUDGMENT AND EXECUTION
THEREON, NOTICE OF
DEFENDANT'S RIGHTS
Filed on Behalf ofthe Plaintiff,
PR Financing Limited Partnership
Counsel of Record for this Party:
Stephen S, Zubrow
PA ID No. 43523
Moira Cain-Mannix
PAIDNo,81131
MARCCS & SHAPIRA, LLP
Finn 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 FINANCING LIMITED PARTNERSHIP,
successor by name change to CROWN
AMERICAN FINANCING PARTNERSHIP,
LP"
Plaintiff,
)
)
)
)
)
)
)
)
)
CIVIL DIVISION
No, 05-964
vs,
DEBBIE CORPORATION, t/d/b/a
YOUR HAIR CONNECTION,
Defendant
AFFIDAVIT OF SERVICE OF NOTICE UNDER RULE 2958.1 OF JUDGMENT
AND EXECUTION THEREON AND NOTICE OF DEFENDANT'S RIGHTS
I, Stephen S, Zubrow, being duly sworn according to law, hereby certify that:
1, Debbie Ralph, Defendant in the within action, was served with the Notice Under
Rule 2958,1 of Judgment and Execution Thereon, Notice of Defendants' Rights, a true and
correct copy of which is attached hereto as Exhibit A, by personal service on October 12, 2005,
2, Attached hereto as Exhibit B is the original Proof of Service executed by Richard
Kreitzer, providing proof of service ofthe Notice Under Rule 2958,1 of Judgment and Execution
Thereon, Notice of Defendants' Rights on Debbie Ralph,
te en S, Zub
Moira Cain- ix CPa, ID No, 81131)
Marcus & S apira LLP
One Oxford Centre, 35th Floor
301 Grant Street
Pittsburgh, PA 15219-6401
(412) 471-3490
Counsel for Plaintiff, PR Financing Limited
Partnership
S')ll)rn to and s~qs9~ed
before me this3--L~ay of
r~1i~~
Notary Public
I;;QMMONWEALTH OF PENNSYLVANIA
l Notarial Seat
I..utl. B, MilleT, Notary Public
tllr",~f Pltt'burgl,:]' Allegheny County
~~X .Y\l,\~",\~!'lion Expires Jan. 2&. 2008
. W;'rl'lh:.;;..:t:'~:;;'e\:'\\".:!l"'.,:, r''',:,r-dFllion of Notaries
IN THE COURT OF COMMON PLEAS
OF CUMBERLAND,COUNTY, PENNSYLVANIA
PR FINANCING LIMITED PARTNERSHIP,
successor by name change to CROWN
AMERICAN FINANCING PARTNERSHIP,
L.P"
Plaintiff,
vs,
DEBBIE CORPORATION, tJdIb/a
YOUR HAIR CONNECTION,
Defendant.
)
)
)
)
)
)
)
)
)
)
)
)
)
CIVIL DIVISION
No, 05-964
NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON
NOTICE OF DEFENDANTS' RIGHTS
TO: DEBBIE CORPORATION, t/d/b/a YOUR HAIR CONNECTION
A judgment in the amount of $9,562, I I 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, 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,
Lawyer Referral Service
Cumberland County Courthouse, 4th Floor
Carlisle, P A 17013
Phone: (717) 240-620
Exhibit A
eph
oira ain-Mannix
MARCUS & SHAPIRA LLP
35th Floor, One Oxford Centre
301 Grant Street
Pittsburgh, P A 15219
(412) 471-3490
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYLVANIA
CIVIL DIVISION
PR FINANCING LIMITED PARTNERSHIP,
successor in interest to CROWN AMERICAN
FINANCING PARTNERSHIP, loP"
Plaintiff
)
)
)
)
)
)
)
)
)
)
)
CIVIL DIVISION
No, 05-964
vs,
DEBBIE CORPORATION, t/dlb/a
YOUR HAIR CONNECTION,
Defendant.
PROOF OF SERVICE
---
Date: /6-1 z.. 0 I
Place: 11-17 Railroad Avenue
Mechanicsburg, Pennsylvania 17055
Documents Served: Notice Under Rule 2958.1 of Judgment and Execution Thereon, Notice of
Defendants' Rights
Served on: pGI! ?IJLf~ by j,/.JniJ /)E'L'V~L~..D
Print Name Manner of Service
I, _flc.hAM) ~;.fuJV', hereby declare under penalty of peIjury under the laws of
the United States of America that the foregoing information contained in the Proof of Service is true
and correct.
.....
Executedon~6./ l-od
Date
Signature of Server t
~ChA.tP )!;<Cl/2~.
Name of Server
Exhibit B
pc) f~ S-;/.7]
Address Of;I117 tf 1)// ()
~j<:RTIFICATE OF SERVICE
The undersigned hereby certifies that a true and correct copy of the foregoing Affidavit of
Service of Notice Under Rule 2958,1 of Judgment and Execution Thereon, Notice of
Defendants' Rights was served upon the following by United States mail, first class service,
postage prepaid, this ..:s\~t' day of October, 2005:
Ms, Debbie Ralph
c/o Debbie Enterprises LTD,
11-17 Railroad Avenue
Mechanicsburg, P A 17055
n
c~-
,...,
:~~
eft
-
C-}
\
",-
<;?,
-'
-:!:'J}
'f1"1r::::'
-l'.q
--:{"1'\
"::..?_,qi
-\~ '"\,
- )J':)
'{')I'1i
'.::-l
'J;
'-<
-n
~..
-"
t;?
(~")
cr~
~,
IN THE COURT OF COMMON PLEAS OF
CUMBERLAND COUNTY, PENNSYL VANIA
CIVIL DIVISION
..:TsSuJ:.-
PRAECIPE TO It I .. "lTE WRIT OF EXECUTION
PR FINANCING LIMITED ) (,r) Confessed Judgment
PARTNERSHIP, successor in interest )
to CROWN AMERICAN ) ( ) Other
FINANCING PARTNERSHIP, L.P" )
) File No, 05-964
Plaintiff )
) Amount Due
vs, )
) Interest
DEBBIE CORPORATION, tldlb/a )
YOUR HAIR CONNECTION, ) Atty's Comm
)
~ Costs
Defendant.
TO THE PROTHONOTARY:
The undersigned hereby certifies that the below does not arise out of a retail installment
sale, contract, or account based on a confession of judgment, but if it does, it is based on the
appropriate original proceeding filed pursuant to Act 7 of 1966 as amended; and for real property
pursuant to Act 6 of 1974 as amended,
Re-issue writ of execution in the above matter to the Sheriff of Cumberland County, for
debt, interest and costs, upon the following described property of the defendant: Debbie
Corporation, tldlb/a Your Hair Connection, Defendant, whose last known address is 11-17
Railroad Avenue, Mechanicsburg, P A 17055,
(1) against all personal property, including but not limited to vehicles, in the
name of Debbie Corporation,
(2) and index this writ against Debbie Corporation, Defendant, as a lis
pendens against the real property of the Defendant.
'.....
(3)
Amount due:
Interest from October 25, 2004 at 6%:
Costs:
$9,562,11
$ 694,76
Writ:
Sheriff:
TOTAL AMOUNT:
$ 15,50
$ 150,00
$10,42237
CERTIFICATION
I certify that
a) This praecipe is based upon a judgment entered by confession, and
b) Notice has been served pursuant to Rule No, 2958.1 at least thirty (30) days prior
to the filing of this praecipe as evidenced by an Affidavit of Service filed of
record,
Date: January i, 2006
~_7J;~
Stephen S, Zubrow (PA LO, No, 43523)
Moira Cain-Mannix (PA LO, No, 81131)
MARCUS & SHAPIRA LLP
One Oxford Centre, 35th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 471-3490
Counsel for Plaintiff,
PR Financing Limited Partnership
2
t,
P.
1- \.) -lg,
~ ~
% ^- ~ ~ {Q
~ ~ ;; ~
~-........ ......
r ~ () ~ "1 0 ~
w \).
N ~ () C ~
~ () r-..)
Ii) I ~~-~ ~~:: -, CJ
....:( I ,---, -'n
f\ ~ ;>-,
~ --C. 0~ (-- :":-J
- ;--~:i -~
- - - - ,
, -
C ~
C- -
- - - -
V - - --,
C,,)
C)
-.
~
"
-----
.
WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYL VANIA)
COUNTY OF CUMBERLAND)
NO 05-964 Civil
CIVIL ACTION -LAW
TO THE SHERIFF OF CUMBERLAND COUNTY:
To satisfy the debt, interest and costs due PR FINANCING LIMITED PARTNERSHIP,
SUCCESSOR IN INTEREST TO CROWN AMERICAN FINANCING PARTNERSHIP, L,P"
Plaintiff (s)
From DEBBIE CORPORATION, T/D/B/A YOUR HAIR CONNECTION, 11-17 RAILROAD
AVENUE, MECHANICSBURG, P A 17055
(I) You are directed to levy upon the property of the defendant (s)and to sell ALL PERSONAL
PROPERTY INCLUDING BUT NOT LIMITED TO VEHICLES IN THE NAME OF DEBBIE
CORPORATION,
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
of
GARNISHEE(S) as follows:
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereof;
(3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a
garnishee and is enjoined as above stated.
Amount Due $9,562,11
Interest FROM 10/25/04 @6% - $694.76
L.L.
Atty's Comm
%
Due Prothy $1.00
Other Costs
Atty Paid $138.88
Plaintiff Paid
Date: JANUARY 11, 2006
(Seal)
By:
Deputy
REQUESTING PARTY:
Name MOIRA CAIN-MANNIX, ESQUIRE
Address: MARCUS & SHAPIRA LLP
ONE OXFORD CENTRE. 35TH FLOOR
301 GRANT STREET
PITTSBURGH, PA 15219
Attorney for: PLAINTIFF
Telephone: 412-471-3490
Supreme Court ID No, 81131
, ,
au
~~
t:::.::.::~_~"
~l_ }~-:Ere
R. Thomas Kline, Sheriff, who being duly sworn according to law, states this
Writ is returned ABANDONED, no action taken in six months.
Sheriffs Costs:
Docketing
Poundage
Advertising
Law Library
Prothonotary
Mileage
Misc.
Surcharge
Levy
Post Pone Sale
Certified Mail
Postage
Garnishee
TOTAL
~ ],
18.00
1.36
20.00
20.00
Advance Costs: 150;00
Sheriff s Costs 69.16
80.84
1.00
8.80
Refunded to Atty on 10/13/06
69.16./ 16/l'i'fat. ~
So Answers;
r~~~~~'
R. Thomas Kline, Sheriff
By (ja.uJ.1 ,,-~0.1/
...r)
i'
~
Q
\1\
Ibi.Jl
f~-,,:)
9 I =b 't;j 9 I Nvr qOOI
Vd 'AINnoo ONV1~3awn~
.:L:fU:l3HS 3Hl .:JO 33/.:J.:JO
~"~;-K:~~ct._
~-:~Il~:"m
'~n
.\.~
5Stj7:J...
ClJ...
~ j\,<(33f)
WRIT OF EXECUTION and/or ATTACHMENT
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF CUMBERLAND)
TO THE SHERIFF OF CUMBERLAND COUNTY:
To satisfy the debt, interest and costs due PR FINANCING LIMITED PARTNERSHIP,
NO 05-964 Civil
CIVIL ACTION - LAW
SUCCESSOR IN INTEREST TO CROWN AMERICAN FINANCING PARTNERSIDP, L.P.,
Plaintiff (s)
From DEBBIE CORPORATION, TIDIB/A YOUR HAIR CONNECTION, 11-17 RAILROAD
A VENUE, MECHANICSBURG, P A 17055
(1) You are directed to levy upon the property of the defendant (s}and to sell ALL PERSONAL
PROPERTY INCLUDING BUT NOT LIMITED TO VEHICLES IN THE NAME OF DEBBIE
CORPORATION,
(2) You are also directed to attach the property of the defendant(s) not levied upon in the possession
of
GARNISHEE(S) as follows:
and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from
paying any debt to or for the account of the defendant (s) and from delivering any property of the defendant
(s) or otherwise disposing thereof;
(3) Ifproperty of the defendant(s) not levied upon an subject to attachment is found in the possession
of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a
garnishee and is enjoined as above stated.
Amount Due $9,562.11
Interest FROM 10/25/04 @ 6% - $694.76
Atty's Comm %
Arty Paid $138.88
Plaintiff Paid
Date: JANUARY 11, 2006
1.1.
Due Prothy $1.00
Other Costs
(Seal)
By:
Deputy
REQUESTING PARTY:
Name MOIRA CAIN-MANNIX, ESQUIRE
Address: MARCUS & SHAPIRA LLP
ONE OXFORD CENTRE, 35TH FLOOR
301 GRANT STREET
PITTSBURGH, P A 15219
Attorney for: PLAINTIFF
Telephone: 412-471-3490
Supreme Court ill No. 81131