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APPLICATION rrTie City of $oynton $eacli September 27, 1996 Mr. Glenn Rozansky Polio Operations, Inc. 7300 North Kendall Drive, Suite 800 Miami, Florida 33156 RE: Incomplete Board of Zoning Appeals Application - Polio Tropical sign variance Dear Mr. Rozansky: The above referenced application is being returned to you as it is incomplete and can not be processed further. As indicated on page 1, item 4 of the application, proof of ownership of the property (i.e. - in this case a deed from VSB, Ltd.) and since the applicant is not the owner, a copy of a notarized letter designating Polio Operations, Inc. as VSB, Ltd. 's agent for this application is necessary. Jerzy Lewicki of my office has called twice requesting this documentation to no avail, therefore my office can no longer hold this application. Other incidental items missing are postage to cover mailing of all property owners identified on your list of property owners within 400 feet of the property and a second copy of the site plan showing the proposed sign. Also, this letter is being sent to you as it was the only name contained within the submittal that was legible, yet obviously does not match the applicant signature on the application. Therefore, please assist us in routing this letter to the proper person within your organization. Sincerely, :C~J/lIa,xrL ~ri J. Heyden, AICP Planning and Zoning Director xc: Jerzy Lewicki Central File T JH:bme c:lwpwin60Irozansky. wpd .:iI.merial's (jattway to tfu (julfstrtam DIRECT PAYMENT REQUISITION '00 t~ rn ~ ..~,...... ~ wmJG AND NING DEPT. Please issue a check in the amount of $ 400.00 To: Bengi's Signs, Inc. Permit Account 8448 N.W. 48th St Miami, Fl33166-5501 For: Return of Application Fee for Pallo Tropical, sign variance (Receipt # 03005, Ck # 1022) Requested by Tambri J. Hayden Date September 27, 1996 Approvals: Dept. Head .:r- -d~'};2)~ ~ND DEPT BASIC ElE OBJ AMOUNT _\ 400.00 """" vvv "t" ',... ..... [X)I ~~tI 5" 9",~ Co \ \ 1\ \ \ \. \ $400.00 Finance Dept. City Manager jJ ~ c~.1} f)1!k.4 ^ (;.2 ,S Iv cLJ ~~'L->>f' ('f' 1'~ . ~-~~"'.!:':'1[r;~:'~:~ Glenn Rozansky Vice President of Development August 14, 1996 The City of Boynton Beach 100 E. Boynton Beach Blvd. P.O. Box 310 Boynton Beach, Florida 33425-0310 Re: 2298 Congress Avenue Shoppes of Boynton Gentlemen: We respectfully request your consideration and approval of our proposed free- standing identification sign at the above referenced location. We opened this Boynton Beach restaurant in January of 1994, with great enthusiasm about our prospects for success. Unfortunately, this unit has never met our expectations. Its sales volume lags well below our chain average, in spite of consistent marketing and management efforts to improve its results. One certain deficiency of this location is the absence of free-standing signage, which we enjoy at almost all of our other locations. While through advertising and good service, we hope to build a stable base of local customers, it is imperative we also attract the impulse visitor, who may just be driving through the area. We hope that the proposed sign can help us achieve this goal. Our current building signage is not very visible to a driver until he's almost upon the unit. The proposed sign, perpendicular to the street, would enhance our visibility from a greater distance, alerting more people to our presence and making it easier and more likely that a traveler could pull off the road to visit our restaurant. In spite of our low sales, we have not abandoned hope for our restaurant in your town. Instead of looking to close down, we are willing to make a greater investment in the proposed sign to give our unit its best chance for success. We trust you will review our request favorably. consideration. Thank you for your c:\glenn\letters\city boyn,doc noo l\;llrth KL'ndall Orin'. 8th Flllllr, !\1iami, Florida 33156, Telephone 30S/670-POYO (7696) Fax 305/670-6->03 , ( f~1-~~ 4~<1 ~-J1r.iG~ '//~' ~cJ 6- ~~!oI~~~1 ~ ~d.JYs 8~:O ~~O~4 t.. ~ ~k GJ,ftlil 3o~.59~.(/J937 ~t:4 V"'-UABLES DESK FOUND lOOSE IN THE MAtlS ~ UNITEDST4TES I!iiit POSTIJL SERVICE J Dear Postal Customer: PLANNING AND ZONING Of PI L 'l .JU. \1) l~~ The enclosed was found loose in the mails or has been damag d during the processing of the mail. We realize your mail is important to you and you have every right to expect it to be delivered intact and In good condition. The Postal Service makes every effort to property handle the mail entrusted to us but unfortunately occasional damage may occur. In order to process and deliver the mail In a timely manner, it necessary for us to use hlgh- speed automated mail processing equipment. Occasionally this equipment malfunctions, causing damage to a few pieces of mail. Damage may also occur if bulky contents are enclosed in letter size envelopes or if the envelopes used are not secured property. This causes the machines to malfunction and often causes damage to other mail that was properly prepared. We are very concerned with reports of damaged mail and are doing everything possible to eliminate such incidents. We regret any inconvenience you have experienced as a result of this incident. Sincerely, >j ?clUe. (~/J;{I{' Maria E Sierra Man~ger, Consumer Affairs ! ~ UN/rED l!!!:iiI POS1/J1. S1/J7"ES ~ SEnVICE ~UA8~ ~AfF Oi:o....; --.lIfV'12AVE · FL 3315. 2-96":, .. --."" .... /,,11, " THE" "/',/,,,,// Po C I r." OF"''''""" / ao'(:~~ 31 0 aO"'Nro;/'~EAl1""""'" BEACH H rL Label"" ~1bI/~/fO'='v 3342 , 5-0310 tt! I CITY OF BOYNTON BEACH BOARD OF ZONING APPEALS VARIANCE APPLICATION Submittal Deadline: See schedule of dates for Board meetings and submittal dates Please print (in ink) or tvoe Submittal date: The undersigned owner{s) hereby respectfully petition{s) the Board of Adjustment to grant to petitioner(s) a special exception or variance to the existing Zoning or Sign Code of said City pertaining to the property hereinafter described and in support thereof state(s): Property involved is described as follows: Lot(s) See attached Block , Subdivision Plat Book , Page or otherwise described as follows: Property Address 2298 Congress Ave., Boynton Beach, FL The following documents are required to be submitted with this application to form a single package. Incomplete package will not be accepted: .~. Two sealed surveys by a registered surveyor in the State of Florida, not over six (6) months old, indicating: 7~TWO ~~ni ~: fV' C. D. E. ./ A. All property lines B. North arrow C. Existing structures and paving D. Existing elevations E. Rights-of-way, with elevations F. Easements on or adjacent to the site G. Utilities on or adjacent to the site H. Legal description I. Number of acres to the nearest one-hundredth (1/100) of an acre J. Location sketch of property K. Surveyor's Certificate site plans properly dimensioned and to scale showing: F. All proposed structures All existing structures that are to remain on site Setback lines for all structures drawn perpendicular from properly lines to the closest vertical wall of structures Use of each structure (or uses within multiple occupancies) Use of adjacent properties including right-of-way lines for streets and alleys, sidewalks, turn lanes and driveways Elevations of the lowest finished floor of all structures on site the the all Certified list of names and post office addresses of property owners and legal descriptions of their property within 400 f8et of subject property, as recorded in the County Courthouse. Such list shall be accompanied by an Affidavit (see attached) stating that to the best of the applicant's knowledge, said list is complete and accurate,~v?~j~~ v l !:::a- ~ Proof of ownership of property by petitioner (s), such ptr o~ purchase contract agreement. If an aqent is submittinq the petition, a notarized COpy of a letter desiqnatinq him as such must accompany the petition. %~j ~ ~ Statement of special conditions, hardships or reasons justifying the requested exception or variance. Respond to the six (6) questions below (A-F) on a separate sheet (Please print or tvoe) : A. That apeoial conditions _nd to the land, structure or applicable to other lands, zoning district; cir~umstanc~e e~iet which a~e peculiar building involved and which are not structures or buildings in the same Page 2 of 3 B. That the special conditions and circumstances do not result from the actions of the applicant; C. That granting the variance requested will not confer on the applicant any special privilege that is denied by this Ordinance to other lands, buildings or structures in the same zoning district; D. That literal interpretation of the provisions of this chapter would deprive the applicant of rights commonly enjoyed by other properties in the same zoning district under the terms of the Ordinance and would work unnecessary and undue hardship on the applicant; E. That the variance granted is the minimum variance that will make possible the reasonable use of the land, building or structure; F. That the granting of the variance will be in harmony with the general intent and purpose of this chapter and that such variance will not be injurious to the area involved or otherwise detrimental to the pUblic welfare. -e-: 7. An application fee in the amount of $400.00, payable to the City of Boynton Beach, must accompany a completed application. The $400.00 application fee covers a request to vary one (1) section of the Code. Seeking relief from more than one section of the Code will require payment of $100.00 for each additional Code section. VSB, Ltd. Name and address of owner. c/o Draeer & Kr~mer.of Florida, Inc. . r~~Z~oRtfi gg~ag ~gR1g~aEa~t~~nalapan, FL Name of applicant: PolIo Operations, Inc. 33~62-3312 Applicant's address: 7300 N. Kendall Drive, Suite 800, Miami, FL 33156 Applicant's phone #: 0 670-7696 8. Date: (P, ),!.'1tp Signature of Applicant. ~ ---------------------------------------------- - To be completed by the Building Official or Representative 1. Property is presently zoned: Formerly zoned: 2. Property Control Number: 3. Denial was made upon existing zoning or sign requirements ( list sections[s] of Code from which relief is required): 4. Nature of exception or variance required: Date: Permit denied: Building Department 5. Case Number: Meeting Date: ----------------------------------------------------------------------- To be filled ~ut by Board BOARD OF ADJUSTMENT ACTION: Approved Aye Denied Nay Stipulations: Signed: Chairman I '\ LEASK Between VSB. LTD. a Florida limited partnership. as Landlord and gr. POLLO BOYNTON. IRe.. a Florida corporation as Tenant for premises located in the ShoppeB of Boynton. Boynton Beach, Florida , 1993 From the office of: RUDEN, BARNETT. McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. 200 East Broward Boulevard Fort Lauderdale, Florida, 33301 (305) 764-6660 ARTICLE 1. 2. 3. 4. 5. 6. 7. 8. F/546PLT/3 TABLE OF CONTENTS FUNDAMENTAL LEASE PROVISIONS; DEFINITIONS ............... EXHIBITS; 1.1 1.2 ~.3 PREMISES; 2.1 2.2 2.3 2.4 2.5 Fundamental Lease Provisions ......... ..... .......... Exhibits 'I......... ............. ..... ........... ............... .......... Definitions .. ........................... ....... ......... .... ...... DEMISE OF PREMISES AND TERM ............ .......... Premises .............. ........ ........ ........ ....... ....... Demise of Premises ................................ ....... .......... Term and Lease Years 'I." .............. 'I...... .......... ..... Renewals .......................... 'I.. .......... 'I...... ......... Project Name ...... ........ ...... ....... ......... ........... POSSESSION AND PREPARATION OF THE LEASED PREMISES FOR TENANT'S US! 3.1 3.2 3.3 3.4 RENT, 4.1 4.2 .. 'I.. 'I.. ...... ............ Delivery Date .... .......... ............. ...... .......... Conditions .......... ......... ................... .......... Tenant's Plans .. .......... ...... ...... ....... .......... construction of the Improvements .................... ITS DETERMINATION AND METHOD or PAYMENT .............. Fixed Minimum and Percentage Rent ................... Re.l Bstate Taxes ................................ ... COHHOR AREAS, THEIR USB AND CHARGES ........................ 5.1 5.2 5.3 5.4 Coamon Are.s .... ........ ....... ............. ........ U.. of Common Areas ............................ ..... Common Area Operating Expenses ...................... Tenant'. Pro Rata Share and Payment ................. UTILITIES AND SERVICES ..................................... 6.1 6.2 Utilities in General................................ LANDLORD'S AFFIRMATIVE AND NEGATIVE COVENANTS .............. Interruption of Utility Service ..................... 7.1 7.2 Affirmative Covenants ............................... Negative Covenants .................................. LANDLORD'S REPRESENTATIONS ................................. Landlord's Representations .......................... 8.1 i PAGE 1 1 3 3 4 4 4 4 5 5 5 5 5 7 7 8 8 9 11 11 11 11 12 13 13 13 13 13 14 14 14 ARTICLE 9. TENANT'S AFFIRMATIVE AND NEGATIVE COVENANTS ................ 9.1 9.2 Affirmative Covenants ............................... Negative Covenants .................................. 10. DAMAGE AND DESTRUCTION; CONDEMNATION ....................... 10.1 10.2 Damage and Destruct ion .............................. Eminent Domain ...................................... 11. TERMINATION FOR DEFAULT OR INSOLVENCY AND REMEDIES OF LANDLORD ...................... 11.1 11.2 11.3 11. 4 Termination for Default or Insolvency............... Holdover by Tenant ................................... Effect of Waivers of Default .....................~.. MISCELLANEOUS PROVISIONS ................................... Landlord · s De f aul t .................................. 12. 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 Notices from One Party to the Other ................. Brokerage ........................ ................... PAGE 15 15 17 21 21 23 24 24 26 27 21 21 27 28 28 28 28 29 29 29 12.9 K-.DOrandum of Lea.. ................................. 30 Brokerage Indemnities ............................... 12.10 Effect of Unavoidable DelaY8 ........................ 30 Relation8hip of the Partie8 ......................... Subordination, Non-Disturbance and Attornment ................................. Z.toppel certif ieat.. ............................... Applicable Law and Con8truction ..................... Binding Effect of Lea.. ............................. 12.11 Waiver8 of Subrogation .............................. 30 12.12 No Construction Again8t Preparer .................... 30 12. 13 Number and Gender ................................... 30 12.14 Execution of Lease by Landlord ...................... 30 12.15 Property Manager and Leasing Agent .................. 30 12.16 Radon Di8closure .................................... 12.17 No Expre8s or Implied Covenant of continuou8 Oper at ion .......................................... 12.18 12.19 Equipment, Fixtures and s 19n. ....................... 12.20 No Landlord Subordination ........................... Accord and Satisfaction . ....... ........... .......... F/546PLT/3 ii 31 31 31 31 32 ARTICLE 12.22 12.21 Entire Agreement .................................... Legal Expenses 12.23 Waiver of Jury Tr ial ................................ 12.24 Additional Rent ..................................... 12.25 Interest on Past Due Obligations .................... 12.26 Guaranty............................................ 12.27 Time of the Essence ................................. 12.28 Counterparts ........................................ 12.29 Transfer of Shopping Center ......................... 12.30 Exculpation.. . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . . . 12.31 Trade Fixtures and Equipment ........................ 12.32 Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.33 Subordination of Landlord'. Lien .................... 12.34 Mortgaging of Leasehold Estate ...................... 13 . INSURANCE .................................................. 14.1 LANDLORD RESTRICTIVE COVENANT .............................. T.nan~ Exclu.ive .................................... 14. 14.2 14.3 EXHIBIT "A" EXHIBIT "A-1" EXHIBIT "B" EXHIBIT "B-1 EXHIBIT "C" EXHIBIT "0" EXHIBIT "E" F/546PLT/3 Prohibited u... ..................................... Remad y .............................................. "EXHIBITS" SHOPPING CENTER LEGAL DESCRIPTION PREMISES LEGAL DESCRIPTION SHOPPING CENTER SITE PLAN PREMISES SITE PLAN LEASE TERM COMMENCEMENT DATE ACKNOWLEDGEMENT TENANT'S SIGN EXHIBIT MEMORANDUM 01" LEASB ili PAGE 32 32 32 32 32 32 32 32 33 33 33 33 33 33 33 36 36 37 37 Section 1.1 the Lease, except 1.1.1 '1.1.2 1.1.3 1.1.4 1.1.5 1.1.6 1.1.7 1.1.8 F/'i46PLT/J LEASE ARTICLE 1 FUNDAMENTAL LEASE PROVISIONS; EXHIBITS; DEFINITIONS Fundamental Lease Provisions. These are the provisions of as they may be modified hereafter. DATE OF LEASE. ~ [j . ,.93 LANDLORD: VSB, LTD., a Florida limited partnership ADDRESS OF LANDLORD: c/o Draper and Kramer of Florida, Inc. Plaza del Mar Shopping Center 134 South Ocean Boulevard Manalapan, Florida 33462-3312 (407)586-0570 TENANT: El Pollo Boynton, corporation Inc., a Florida ADDRESS OF TENANT: 7901 S.W. 67th Avenue Suite 202 Miami, Florida 33143 (305) 662-3938 TENANT'S TRADE NAME: POLLO TROPICAL LEASE TERM: The Lease Term shall cOrmlence on the Lease Term Commencement Date a. provided in Section 2.3 hereof. The expiration date of the Lease Term shall be the date which i. two hundred forty (240) full calendar month. from and after the Lea.e Term Commencement Date, unle.. extended (the NExtended Lease TermR) pur.uant to the provisions of Section 2.4 hereof, or unless sooner terminated in accordance with the terms and provisions of this Lease. FIXED MINIMUM RENT: Initial Lease Term Years Monthlv Annuallv 1- ') -) '..r S 4,166.67 $ 50,000.00 4- ~. 4,466.67 53,600.00 7- 9 4,788.25 57,459.00 10-12 I' ;..-~ 5,133.00 61,596.00 13-15 5",502.58 66,031. 00 16-18 ':>8<18.75 70,785.00 19-20 6. ,t,3 . 50 75,882.00 First Renewal Period 21 S 6,323.50 $ 75,882.00 22-24 6,778.83 81,346.00 25 7,266.92 87,203.00 Second Renewal Period 26-27 $ 7,266.92 $ 87,203.00 28-30 7,790.17 93,482.00 1 1.1..9 1. 1. 10 1.1.14 1. 1.15 1.1.16 F/546PLT/3 Third Renewal Period 31-33 $ 8,351. 08 $100,213.00 34-35 8,952.33 107,428.00 Fourth Renewal Period 36 $ 8,952.33 $107,428.00 37-39 9,596.83 115,162.00 40 10,287.83 123,454.00 NUMBER OF SUCCESSIVE FIVE (5) YEAR OPTIONS I Four (4) PREMISES LOCATION I The Shoppes of Boynton, Florida Boynton Beach, BROKERS: Draper and Kramer of Florida, Inc., Prime Sites, Inc. and VDM Group, Inc. FLOOR AREA I One (1) story building containing approximately 3,650 square feet, plus a porch and outside playground area and drive through area. PERMITTED USES: Tenant.s initial use of the Premise. (the "Initial Use") shall be solely for the operation of a Pallo Tropical fast food restaurant, similar to a majority of the existing Pollo Tropical restaurants in the State of Florida, which offers chicken menu items and related food and drink items. The Initial U.e may be changed to any lawful restaurant or retail use cu.tomarily located in strip .hopping centers of .imilar .ize and nature in Palm Beach County, Florida, with the prior written con.ent of Landlord, which consent shall not be withheld or delayed provided the propo.ed new use (i) does not conflict with the primary use of any other tenant of the Shopping Center; (ii) does not violate any other tenant'. exclusive and is not otherwise prohibited by the terms of any other tenant' . rease for space within the Shopping Center; and (iii) 18 not a "Prohibited Use- (as defined in Article 14 hereof). 1.1.17 DELIVERY DATE I The date of this Lease upon which Landlord shall tender exclusive possession of the Premise. to Tenant. 1.1.18 ARTICLE 12 INFORMATION I Notices to Landlord shall be sent tOI Draper and Kramer of Florida, Inc. Plaza del Mar Shopping Center 134 South Ocean Boulevard Manalapan, Florida 33462-3312 Attentionl John J. Hoecker With a copy tOI Draper and Kramer of Florida, Inc. 100 N.E. Third Avenue, Suite 970 Fort Lauderdale, Florida 33301-1146 Attentions Gary J. Rito 2 Section 1.2 Exhibits. The exhibits attached to thia Lease are incorporated into thia Lease by this reference and are to be construed as an integral part of this Lease. section 1.3 Definitions. Certain terms used in this Lease with an initial capital letter are defined hereinafter in those sections in which the same are mentioned. For convenience, certain other terms are defined in this Section 1.3 as follows: ,'1.3.1 The term "Additional Rent" shall mean all payments required to be m~de hereunder by Tenant to Landlord, other than Fixed Minimum Rent. 1. 3.2 The term "Shopping Center" shall mean shopping center project locally known as The Shoppea of particularly described on EXHIBIT A attached hereto. the community Boynton, more 1.3.3 The term "Bui1ding" shall mean the building containing approximately 3,650 square feet of Floor Area, p1ua a porch and outside playground area and drive through area, to be constructed 'by Tenant on the Land. 1.3.4 The Term "Building Permit" shall mean the building permit. required for the performance of Tenant's Work. 1.3.5 The term "Common Areas" shall mean all facilities furnished in the Shopping center and designated for the general use, in common, of occupants of the Shopping Center, including Tenant, it II officers, agentll, employees and customerll, including, but not limited to, parking areall, streets, sidewalks, roadways, ramps, landscaped areas and other similar facilities. 1.3.6 Intentionally omitted. 1.3.7 The term "Floor Area" .hall mean the number of square feet of ground floor space in the Building (excluding the porch and outllide playground area) measured from the center line of CaDman walls, if any, and from the exterior face of exterior wall.. The Floor Area .hall be aubject to adjustment baRed upon the actual as-built Floor Area of the Building for the purposes of computing Additional Rent but no adjustment is to be made to the Fixed Minimum Rent which i. to remain a. provided for in Section 1.1.B regardles. of the actual .ize of the as-built Floor Area in the Building. The term "Floor Are. of the Shopping Center" aa uaed herein meana all the leasable floor area in the Shopping Center meaeured in the aarne manner a. the Building. 1.3.B The term "Hazardous Substance" aha11 mean any 8ub8tance or material defined or de.lgnated as hazardous or toxic wa.t., hazardou. or toxic material, a hazardoulI or toxic substance, or other .imilar term, by any federal, state or local environmental 8tatute, regulation or ordinance presently in effect or which may be promulgated in the future, a. Buch statutes, regulations and/or ordinances may be supplemented or amended from time to time. 1.3.9 The term "Improvements" shall mean all improvements now or hereafter erected on the Land, including the Building. 1.3.10 The term "Mortgagee" shall mean any person, firm, corporation or other entity holding a mortgage on the Shopping Center or any part thereof. 1.3.11 The term "Minimum Parking Ratio" ehal1 mean a ratio of 4.3 automobile parking spaces for each 1,000 square feet of Floor Area in the Shopping Center. 1.3.12 The term "Premises" described on EXHIBIT A-1 (the "Land") hereafter erected thereon. shall mean the real property legally together with all Improvements now or 3 F/546PLT/3 1.3.13 The term "Protected Area" shall mean the area designated as such on the Site Plan attached as EXHIBIT B-1. 1.3.14 The term "Rent" shall mean all Fixed Minimum Rent and Additional Rent p.yments required to be made hereunder by Tenant. 1.3.15 The term "Tenant's Plans" shall mean the signed and sealed eet of final plans and specifications prepared by Tenant's architect for the construction and completion of the Improvements and approved in writing by Landlord pursuant to Section 3.5. . 1.3.16 The term "Tenant's Work" shall mean all work required to be perfo~d by Tenant to construct and complete the Improvements in substantial accordance with the Tenant's Plans. ARTICLE 2 PREMISES, DEMISE OF PREMISES AND TERM Section 2.1 Premises. Landlord is the fee simple owner of the Shopping Center and the Premises. EXHIBIT B attached hereto is a. site plan of the Shopping Center (hereinafter "Site Plan"). Exhibit B-1 attached hereto is a close-up site plan of the Premises and the Conmon Area. adjacent thereto. Exhibit 8-1 shows the approximate location of the premi.e. within the Shopping Center. .}, ,,'>6 Section 2.2 Demise of Premises. Landlord h.r.by 1..... to T.n.nt and Tenant hereby leases from Landlord, subject to and with the benefit of the terms, covenants, conditions and provision. of this L...., the Premises, situated within the Shopping Center, tog.ther with all appurt.nant rights and easements. The approximate boundaries and location of the Premise. are shown on the Site Plan. No representation is made as to the accuracy of Exhibit 8 and it is subject to modification and revision, unless otherwise provided expressly to the contrary in this Lease, and no representation i. made as to the occup.ncy, type. of bu.ines. or .ny tenant. shown on the .ame. Tenant acknowledges that except as set forth in Section 7.2 hereof, L.ndlord, in its sole and absolute di.cretion, may at any tim., and from time to time, increase, reduc., or ch.nge the number, shape, .iz., height, dimen.ions or location of the walks, parking and other common Areas and any other improvements in the Shopping Center (including but not limited to erecting free standing building. or other structures or facilitie., changing the parking plan for the Shopping Center, and the arrangement of entrances, exits and appro.che. thereto, providing same meet. governmental codes). Landlord may, and her.by r..erve. the right, at any time, and from time to time, to add land or eliminate land from any portion of the Shopping Cent.r, other than in the Protected Ar.. unle.. required by applicable l.w. if -;0 tWJi ~ .t'orlowi,., ection 2.3 Term and Lease Years. The term of this Leas. (the "Le.se Te ) shall begin (the "Lease Term Corrmenc81'Dent Date"), on the earlier of (a) ,the date that Tenant opens for business to the public in the Building; (b) one hundred fifty (150) days after Tenant has obtained it. Building Permit; or (c) two hundred seventy (270) days from the date of this Lease. In the event that Tenant haa not obtained "Final Site Plan Approval" (as hereinafter defined) within one hundred twenty (120) days from the date of this Lease, Landlord shall have the right to terminate this Lease upon written notice thereof given anytime prior to the issuance of Final site Plan Approval. Th. L.... T.rm sh.ll .nd on the .xpiration date ..t forth in Section 1.1.7 hereof, unless extended or soon.r t.rminated a. hereinafter provided. When the Lease Term commencement Oat. has been determined, as provided in this Section, Landlord and Tenant shall execute, acknowledge and deliver, each to the other, the written statement attached hereto as Exhibit C specifying the Lease Term Commencement Date. The term "Lease Year" means a period of twelve (12) consecutive calendar months from the first day of January through the following December 31. Any portion of the Lease Term or the Extended Lease Term( s) which is less than a Leas. Year is herein called "Partial Lease Year." Notwithstanding the fact that the term of this Lease shall commence on the Lease Term Commencement Date, which date will b. a date subsequent to the execution of this Lease by Landlord and Tenant, Tenant shall observe and perform all applicable obligations under this Lease (except its obligations to operate and to pay Rent due hereunder) upon the execution of this Lease by both Landlord and Tenant. ~~ 4 F/546PLT/3 section 2.4 RenewalB. (a) If this Lease is still in full force and effect, and if Tenant shall not be in def.ult beyond applicable notice and cure periods under the terms of this Lease at the time Tenant serves its notice as provided for herein, Tenant shall have the number of !Iucce!lsive five (5) year options of exten!lion set forth in Section 1.1.9, provided (i) written notice of the election of such options shall be sent to Landlord not les. than six (6) month. prior to the expirati9n of the then current term (original or extended). If said options are duly exercised, the term of this Lease shall be automatically extended for the pertod of the next ensuing option, without the requirement of any further instrument, upon all of the Bame terms, provisions and conditions Bet forth in this Lease, except for the Fixed Minimum Rent which shall be as set forth in Section 1.1 and except that there shall not be any additional option to renew this Lease beyond what i. provided for hereinabove. (b) If the options to .xt.nd the term of this L.... are duly .xerci..d, all references contained in this Lease to the Lease Term. or term hereof, whether by number of ye.r. or number of month., .h.ll be construed to r.f.r to the initial term hereof, a. extended a. afor.said, whether or not .pecific reference thereto is made in this Lease. If any option to extend the term of this Lease is not exercised, all other options to renew the term of this Lea.e shall automatically terminate and be null and void. Section 2.5 Pr01ect Name. The name of the retail project of which the Premises are a part shall initially be "The Shoppe. of Boynton." Landlord shall not have the right to change the name of the Shopping Center without at least ninety (90) days prior written notice to Tenant. ARTICLE 3. POSSESSION AND PREPARATION OF THB PREMISES FOR TENANT'S USE Section 3.1 Deliverv Date. The Delivery Date shall occur on the date set forth in Section 1.1.17 hereof. Except.. expre.sly provided to the contrary el.ewhere herein, Landlord .hall deliver the Premises to Tenant in "a. i." condition. Tenant, its agent., employee. and represent.tives shall have acce.. to the Premises at .11 times sub.equent to the Delivery D.te with full right to: (i) inspect the Premises, (ii) to conduct all tests thereon including, but not limited to, soil boring. and hazardous waste studie., and to make such other examin.tions with respect thereto a. Tenant, it. coun.el, licensed engineer., .urveyor. or other representative. may deem necessary or desirable, and (iii) perform .11 work nece.sary to enable Tenant to construct the Improvement. and otherwise prepare for the operation of Tenant'. business including, but not limited to, connection of all required utilitie.s of the Building, pursuant and .ubject to all the term. and provisions of this Lease, exclusive of those pertaining to the payment of Fixed Minimum Rent and Additional Rent. Any entry on or to the Premises by Tenant or its authorized representative pursuant to the provisions hereof shall be at the risk of Tenant. Except for damages caused by the willful act. or negligence of Landlord, its agents, employees or contractors, Landlord shall have no liability whatsoever for loss or damage to Tenant's Work or to fixtures, equipment or other property of Tenant or Tenant'R contractors. Section 3.2 Conditions. Anything herein to the contrary notwithstanding, it is expressly understood and agreed that if any of the following conditions are not satisfied, Tenant shall have the right to terminate this Lea.e provided that Tenant timely notifies Landlord of its election to terminate as set forth herein. (a) Within thirty (30) days after the date hereof, Tenant, at its expense, shall have received evidence satisfactory to it that the Premises is zoned for use as a typical PolIo Tropical restaurant as currently operated; (b) Within thirty (30) days after the date hereof, the results of a soil and engineering test to be conducted by Tenant, at its expense, on the Premises shall be acceptable to it in light of the nature of the Improvements to be constructed thereon; 5 F/546PLT 13 (c) Within thirty (30) days after the date hereof, Tenant, at its expense, shall have received evidence satisfactory to it that all utility service connections, including, without limitation, gas, electricity, water, sani tary sewer, storm drains, and telephone, ue available for hook-up at locations acceptable to Tenant with capacities sufficient for Tenant's intended use thereof; (d) Within one hundred twenty (120) days after the date hereof, Tenant, at its expense, shall have obtained, or received evidence sati8factory to it that it will be able to obtain, from the appropriate governmental author~ties, all permits neces8ary for the installation and operation of the building 8ignage for a pollo Tropical restaurant as shown on Exhibit 0 attach~d hereto. The condition set forth in this subparagraph (d) does not include any free-standing sig~s. (e) Within one hundred twenty (120) days after the date hereof, Tenant, at its expense, shall have received final site plan approval of the premise8 Site Plan shown on Exhibit B-1 ("Final site Plan Approval") from all governmental authorities having jurisdiction over such approvals relating to the Improvements subject only to 8uch changes and condition8 which are satisfactory to Tenant, in Tenant's rea80nable di8cretion. All changes to the 8ite plan of the premille. IIhall be 8ubject to Landlord's written approval, which approval shall not be unreasonably withheld or delayed. Tenant agree. to use good faith diligent efforts to obtain said Final Site Plan Approval; ( f) Within thirty (30) days after the date hereof, Tenant, at its expense, shall have obtained or received evidence satisfactory to it that there are no Hazardous Substances on or about the Premises or the Shopping Center and that the Premises and the Shopping Center comply with all applicable local, state and federal environmental laws, regulations, ordinance. and admlni.trative and judicial orders relating to the use, handling, 8torage and disposal of any Hazardous Substancs, and (g) Within thirty (30) days of the date hereof, Tenant, at its expense, shall have received satisfactory evidence that no further subdivision or plat of the Premise. is required in order to develop the Improvements. (h) Within thirty (30) days after the date hereof, Tenant, at its expense, shall have obtained an ALTA survey ("Survey") of the Land (prepared by a Florida licen8ed 8urveyor) which locates all eallements and exillting improvements located thereon and which shows no encroachments, eas.ments or other matter. which prohibit, restrict or render more costly the construction of the Impro....nts. (i) "ithin thirty (30) days after the date hereof, Tenant, at its expense, shall have obtained a leasehold title insurance policy showing that Tenant has good, marketable and insurable leasehold title to the Premises 8ubject to no exceptions that prohibit or restrict the construction or operation of a typical pollo Tropical restaurant. (j) Within one hundred eighty (180) days after the date hereof, TEnant shall have obtained its Building Permit. Tenant's approval of any item referred to in subsections (a) - (j) above shall not be unreasonably withheld or delayed. Each condition set forth in Subsections (a) - (j) shall be deemed waived unlees Tenant, within ten (10) days of the last day for satisfying such condition, notifies Landlord in writing of its election to terminate this Lease because of the non-satisfaction of the condition. Tenant shall have the right to waive in writing any or all of the conditions set forth in subsections (a) - (j) above in whole or in part. Tenant's termination notice shall specify the unsatisfied condition or conditions. This Lease shall terminate thirty (30) days thereafter unless Landlord, at its expense, cures the underlying cause of the unsatisfied condition. Tenant shall be deemed to have waived all of the conditions set forth in subsections (a) (j) upon Tenant commencing any construction or site work (excluding t.sting) at the Premises. 6 F 1546PLT 13 Within fifteen (15) days after the written request of Landlord, Tenant shall confirm which of the foregoing conditions remain unsatisfied, if any. I f within two hundred ten (210) days after the date hereof, Tenant has not obtained its Building Permit and commenced construction of the Improvements, Landlord may, by written notice to Tenant, terminate this Lease upon written notice thereof given to Tenant anytime prior to the issuance of the Building Permit and Tenant's commencement of construction of the Improvements. Section 3.3 Tenant's Plans. Within sixty (60) days from the date Tenant obtains Final Site Plan Approval, Tenant shall supply Landlord with Tenant's' plans and specifications, which plans and specifications must include",. but not be limited to, the veneer to be used on the Building, and which must be in such detail as to be acceptable to the governmental authorities having jurisdiction over the Premises in order for the Tenant to be able to obtain a building permit based upon such plans and specifications. The exterior treatment of the Building must be compatible with the exterior and aesthetics of the other buildings in the Shopping Center as reasonably determined by Landlord's architect. The Tenant's Plans must be approved by Landlord, which approval shall not be unreasonably withheld so long as the Tenant's Plans substantially conform with the store design' of the prototype PolIo Tropical Restaurant located in the Westward Plaza Shopping Center at 2611 Okeechobee Boulevard in West Palm Beach, Florida. Within "fifteen (15) days after receipt of Tenant's Plans, Landlord shall either approve of or notify Tenant in writing of any objections it has to said plans and specifications. The failure of Landlord to disapprove of the Tenant'. Plans within said time period shall be deemed an approval. Tenant shall within fifteen (15) days of receipt of a disapproval notice submit its revised plans and specifications for Landlord's approval and the failure of Landlord to approve or disapprove such revised plans and specifications within ten (10) days after submission of the revised plans and specifications shall be deemed an approval. The Tenant · s Plans shall be prepared by a Florida licensed architect. Landlord's approval of Tenant's Plans, if given, shall not imply Landlord's approval of the structural or engineering designs, or quality or fitness of any material or device used or that the Tenant's Plans are in accordance with law (It being agreed that such compliance is solely Tenant's responsibility) nor shall it relieve Tenant of the responsibility of constructing structurally sound improvements free of defects nor shall such approval impose any present or future liability on Landlord to Tenant or to any third party. Section J. 4 Construction of the ImDrovement.. Tenant shall cause the Improvement. to be constructed in substantial accordance with the Tenant'. Plans previously submitted to and approved by Landlord. All work to be performed by the Tenant shall be performed by a contractor selected by Tenant ("Tenant Contractor"), though the Tenant Contractor shall be subject to the reasonable approval of the Landlord. .All work on the Improvements by Tenant shall be done in a first class good and workmanlike manner. within a reasonable time after Landlord's approval of the Tenant's Plans (but in no event later than thirty (30) days aftler such approval has been granted and Tenant has received Final Site Plan Approval for the Improvements), Tenant shall apply to the governmental authorities having jurisdiction over the Shopping Center for the building permit which shall be required in connection with construction of the Improvements. Tenant agrees to use good faith diligent efforts to obtain said building permit. Landlord agrees, at no cost to Landlord, to cooperate with Tenant and assist Tenant in obtaining all required approvals and building permits for Tenant's Work. From and after Tenant's commencement of construction of the Improvements, when and as set forth above, Tenant shall thereafter diligently prosecute such construction to completion in accordance with such building permit. Tenant's conetruction may vary from the requirements of the Tenant's Plans if the variances are required by the circumstances or good construction practices, the building permit or applicable legal requirements, or if the variance is not substantial, but in no event shall such variance cause the Building Floor Area to exceed 4,000 square feet (excluding the porch, outside playground area and drive through area). Subject to Section 12.10, Tenant shall complete construction of the Improvements ("Tenant's Work") in substantial accordance with the Tenant's Plans not later than one hundred eighty (180) days from the date Tenant obtains the requisite building permit 7 F/546PlT/3 ("Completion Date"). Upon completion of the Improvements, Tenant shall provide Landlord with a set of as-built plans. Except as otherwise permitted herein, in the event Tenant fails to complete the Improvements in substantial accordance with the approved Tenant's Plans and open a typical Pollo Tropical for busine.. in the Premises on or before the Completion Date, subject to section 12.10 herein, Landlord may upon thirty (30) days written notice to Tenant, at Landlord's option, in addition to declaring Tenant in default hereunder: (i) complete such construction in accordance with the plans and specifications at Tenant's expense (including an additional 10' for overhead and administrative costs), the costs of which shall be deemed Additional Rent hereunder immediately due from Tenant to Landlord; or (ii) remove the partially constructed Improvements and "grass over" same, the reasonable cost of whiah shall be deemed Additional Rent hereunder immediately due from Tenant to Landlord, provided, however, Landlord shall not complete such construction at Tenant's expense or remove such partially constructed Improvements at Tenant's expense if Tenant is diligently and continuously pursuing such construction to completion. Prior to Tenant's commencement of con.truction of the Improvements, Tenant shall provide Landlord with a copy of its fully executed contract for construction of the Improvements and with evidence reasonably acceptable to Landlord showing that Tenant has available sufficient funds to pay in full the cost to complete the Improvements. Tenant covenants that the Improvements shall comply with all applicable governmental regulations, codes and ordinances of the City of Boynton Beach, Palm Beach county and the State of Florida. Landlord reserve. the right, at all reasonable times upon telephonic notice to Tenant, to enter the Premises and inspect Tenant's work in progress for the purpose of verifying conformity of Tenant's work with the approved Tenant's Plans, provided that any such entrance and inspection shall be accomplished in such manner as to reduce to a minimum the interference (if any) with Tenant'. construction of the Improvements. The Improvements shall comply with all of the reasonable terms and provisions of any insurance policy covering or applicable to the Premises and with the reasonable requirements of any national or local Board of Fire Underwriters (or any other insurance body exercising .imilar function.) having jurisdiction as to the Premise.. Tenant's construction trailer, materials and equipment .hall, during hours when construction activities are not being performed, be kept and confined to a staging area in a location within the Protected Area reasonably designated by Landlord. Landlord shall have no liability with respect to Tenant's materials or equipment .tored in the staging area, except for the negligent or intentional acts of Landlord, it. agents, contractor. or employee.. Upon the written request of Tenant, Landlord .hall grant and enter into any easement. acro.. the Shopping Center and .hall participate in any subdivision or platting of the Premises which are reasonably necessary for the construction or o~ration of the Improvement., .ubject to the ,following conditionss (i) in the case of easements, such easements shall be for utility or access purpo.e. and shall be required by the utility company or governmental agency having jurisdiction or be nece..ary for the con.truction or operation of the Improvements, (ii) in the case of any subdivilJion or platting, such subdivision or platting shall be required by the governmental agency having jurisdiction or be necessary for the construction or operation of the Improvements, (iii) such easements when granted and utilized or such subdivision or platting when effective will not materially and adver.ely affect the operation of the businesses located in the Shopping Center or the value of the Shopping Center; and (iv) the cost of preparing such easements, subdivision or plat and the cost of constructing any improvements requirsd in connection therewith shall be paid for by Tenant. Landlord covenants to use reasonable efforts to cause any mortgagee or other party having an interest in the Shopping Center to join in such easements, subdivision or plat as may be required. ARTICLE 4. RENT, ITS DETERMINATION AND METHOD OF PAYMENT Section 4.1 Fixed Minimum Rent. Tenant agree. to pay rent to Landlord, at the addres. of Landlord, or such place a. Landlord may designate by written notice to Tenant from time to time, at the following rates and timesl (a) The Fixed Minimum Rent shall be payable without demand in advance in successive equal monthly installments without deduction or set-off a except liS otherwise expressly provided for herein, on the first dllY of each calendar month includsd in the Leass Term; and for any portion of a calendar month included .t the beginning of the Lease Term, one-thirtieth (l{30th) of such monthly installment for each day of such portion, payable on the Lease Term Commencement O.te. (b) The amount of Fixed Minimum Rent sh.ll be as set forth in Section 1.1 of this Leass. (c) Tenant shall also pay with each Fixed Minimum Rent and other payment ~ereunder all sales taxes or similar excise taxes imposed upon or with respecn to the Rent and all other p.yments payable hereunder, even though the taxing ,statute or ordinance may purport to imposs same against Landlord. (d) If Tenant sh.ll fail to pay any monthly installment of Fixed Minimum Rent by ths tenth (10th) day of the month in which the installment is due more than two (2) times in any calendar year, a late chargs equal to five percent (5\) of the unpaid installment shall be assessed against the third (3rd) and each subsequent late pllyment; provided that in no event may any such late charge exceed the maximum permitted by law or be imposed prior to the date permitted by law. Section 4.2 Real Estllte Taxes. (.) Tenant agrees to pay, as Additional Rent, the "Taxe. Applicable to the Premises." (b) The term "Taxes" shall mean .nd include all re.l e.tate taxes, fees, charge., a.sessments, water and sewer rent. and charges, assessments for public improvements or bettsrment. (and interest due on the unpaid installments thsreof) and all other governmental impositions, general and special, ordinary and extraordinary, of any kind and nature whatsoever which shall be lawfully cre.ted and levied, ..sessed or imposed with respect to the Shopping Center or .ny p.rt thereof during the Le..e Term, other th.n any fine, pen.lty, cost or intsrest for .ny tax or ......ment or part thereof which Landlord f.iled to timely p.y (except if .ame .r. impo.ed by re.son of Ten.nt 's def.ult hereunder). Landlord .hall pay, prior to delinquency, all Taxes levied or a.llelllled ag.inllt the Shopping Cent.r. Nothing contained in this Lease shall require T.nant to pay any .state, inheritance, .uccession, franchise, tran.f.r or income tax of L.ndlord. (c) The t.rm "Taxes Applicable to the Premise." shall m.an a fraction.l portion of the Taxe. accruing during the Le.s. Term (prorated for any partial tax y.ar within the Lease Term) and assessed against the land and improvement. compri.ing the Shopping Center, the numerator of which shall be the Floor Ar.a of the Building .nd the denomin.tor of which .h.ll b. ~h. Floor Are. of the Shopping Center. (d) Landlord .h.ll e.tim.te the .nnu.l Taxe. Applicable to the Premises and Tenant sh.ll pay Landlord one-twelfth (1{12th) thereof monthly in advanc., together with the payment of Fixed Minimum Rent. After the end of each calendar year, Landlord shall furnish Ten.nt a statement of the actu.l amount of the Taxes .nd the actual amount of the Tax.. Applicabl. to the Premises, and there shall be an adjustment between Landlord and Tenant with payment to or rep.yment by Landlord, as the case may require, to the end that Landlord shall receive the entire amount of the Taxes Applicable to the Premises for such period. The amount of Tenant'. ..timated monthly payment of the Taxes Applicable to the Premises shall be .djusted and r.vis.d by L.ndlord after the end of each calend.r year on the ba.is of the actual Taxe. for the inunediately preceding calendar year plus any reasonably .nticipated increase thereto. (e) Tenant shall also p.y to Landlord as Addition.l Rent Tenant's share (ba.ed on the proportion which the Floor Ar.. of the Building bears to the Floor Area of the Shopping center) of the reasonable costs and expenses paid or incurred by Landlord during each calendar year of the Lease Term for prof.ssional and other services (including, but not limited to, reasonable fees and expenses of consultants, attorneys, appr.isers and experts) in connection with efforts which succe88fully lowered Tax.. or successfully resisted increased Taxes; provided, however, that Tenant's share of such expense8 shall not exceed Tenant's share of the tax savings achieved 9 except a. oth.rwi.. expressly provided for herein, on the first day of e.ch calendar month included in the Lease Term 1 and for any portion of a calendar month included at the beginning of the Lease Term, one-thirtieth (l/30th) of such monthly in.tallment for each day of such portion, p.yable on the Le.se Term Commencement O.te. (b) The amount of Fixed Minimum Rent sh.ll be as set forth in Section 1.1 of this Lease. (c) Ten.nt shall .lso pay with each Fixed Minimum Rent .nd other paymen~ 'hereunder .11 sales taxes or simil.r excise taxes imposed upon or with respect ,to the Rent and all other payments payable hereunder, even though the taxing 'st.tute or ordin.nce may purport to impose same .g.inst L.ndlord. (d) If Tenant shall fail to pay .ny monthly installment of Fixed Minimum Rent by the tenth (10th) day of the month in which the inst.llment is due more than two (2) times in any calendar ye.r, a late ch.rge equal to five percent (5\) of the unpaid installment shall be assessed against the third (3rd) and e.ch subsequent l.te p.yment1 provided th.t in no ev.nt m.y any such late charge exceed the maximum permitted by law or be imposed prior to the date permitted by l.w. Section 4.2 Real Estate Taxes. (a) Tenant agr... to pay, a. Additional R.nt, the ftTax.. Applicable to the Premises." (b) The term ftTaxesft shall me.n .nd includ. .11 re.l est.te taxes, fees, ch.rges, .ssessments, w.ter .nd sewer rents .nd ch.rges, assessment. for public improvement. or bett.rment. (.nd inter.st due on the unp.id inst.llmentsthereof) .nd all other government.l impositions, gener.l and speci.l, ordin.ry .nd extraordin.ry, of .ny kind .nd n.ture wh.tsoever which sh.ll be l.wfully cr..ted .nd levi.d, ......ed or impos.d with respect to the Shopping Center or .ny p.rt thereof during the Le.se Term, other th.n any fine, pen.lty, cost or interest for any tax or .ssessment or p.rt thereof which L.ndlord failed to timely pay (except if sam. .r. impos.d by re..on of Tenant's default hereunder). L.ndlord sh.ll p.y, prior to d.linquency, .11 Taxes levied or ...essed .gainst the Shopping C.nter. Nothing cont.ined in this L.... .h.ll r.quir. T.n.nt to p.y .ny ..t.te, inh.rit.nc., .ucces.ion, fr.nchise, tran.f.r or income tax of Landlord. (C) Th. t.rm ftTaxe. Applicabl. to the premise." .h.ll me.n · fraction.l portion of th. Taxes .ccruing during the Lea.. Term (prorated for any p.rtial tax y..r within the Le.se Term) .nd ......ed .g.in.t the land and improvements comprising the Shopping Center, the numer.tor of which sh.ll be the Floor Area of the Premi.es .nd the denomin.tor of which shall be.the Floor Are. of the Shopping Center. (d) L.ndlord sh.ll estim.te the .nnual Taxes Applicable to the Premises .nd Tenant .h.ll p.y L.ndlord one-tw.lfth (1/12th) th.r.of monthly in advance, together with the p.yment of Fixed Minimum Rent. After the end of each c.lend.r ye.r, L.ndlord sh.ll furnish Ten.nt . .t.tement of the actual amount of the Taxes .nd the .ctual amount of the Taxe. Applicabl. to the Premises, .nd there sh.ll be an .djustment between L.ndlord and Tsn.nt with payment to or rep.yment by L.ndlord, .s the c.se m.y require, to the end that Landlord sh.ll receive the entire amount of the Taxes Applicabl. to the Premises for such period. The amount of Tenant's estimated monthly payment of the Taxes Applicable to the Premises sh.ll be .djusted and revi.ed by Landlord after the end of e.ch c.lendar ye.r on the basis of the .ctual Taxes for the inunedi.tely preceding c.lendar ye.r plus any reasonably anticip.ted increase thereto. (e) Ten.nt shall also pay to L.ndlord as Additional Rent Ten.nt's sh.re (b.sed on the proportion which the Floor Are. of the Building bears to the Floor Area of the Shopping Center) of the re.sonable costs .nd expenses paid or incurred by L.ndlord during each calend.r year of the Lease Term for profession.l and other services (including, but not limited to, reasonable fees .nd expenses of consultants, .ttorney., appraisers and experts) in connection with efforts which successfully lowered Taxes or successfully resisted increased Taxes1 provided, however, that Tenant's share of such expenses shall not exceed Tenant's share of the tax savings .chieved 9 by Landlord. Such costs and expenses shall be determined and allocated in accordance with generally- accepted accounting principles. Tenant shall pay its share of such costs and expenses annually within thirty (30) days following receipt by Tenant of a statement therefor, and Tenant's share shall be prorated in the event Tenant is required to make such payment for less than a full calendar year. (f) With respect to any assessments for Taxes which may be levied against or upon the Premises, or which under the laws then in force may be evidenced by improvement or other bonds, or may be paid in installments, only the amount of such installments and interest due thereon (with appropt~ate proration for any partial calendar year) which become due during the Lease Term shall be included in the annual amount of the Taxes Applicable to the Premises. (g) Provided Landlord is not contesting or about to contest Taxes, Tenant, at its sole cost and expense, upon prior written notice to Landlord may dispute and contest the same in good faith and by appropriate legal proceedingll. Landlord agrees (at no cost to Landlord) to render to Tenant all non-prOfessional assistance reasonably necessary in connection with any such contest. At the conclusion of lIuch contellt, Tenant shall pay the charge contested to the extent it is held valid, together wi~h all court costll, interest, and other expenses relating thereto. Tenant shall comply with all statutory procedures in conducting such contest, so as not to risk forfeiture or the accrual of fines or penalties. Tenant shall be obligated to pay any increase in Taxes which results from Tenant's tax contest. If, at any time, in the judgment of the Landlord reasonably exercised, it shall become necessary so to do, the Landlord, after five (5) days written notice to the Tenant, may, under protest if so requested by Tenant, pay lIuch monies as may be required to prevent the accrual of fines or penalties or the sale of the Premises or any part thereof, or foreclosure of the lien created thereon by such itam, and such amount shall become immediately due and payable by Tenant to Landlord and shall conlltitute Additional Rent hereunder, or at Tenant's option and at Tenant's sole COllt and expense, in lieu thereof, Tenant IIIhall obtain lien release bonds in amounts equal to the claims of any such lienll or as otherwi.e required by applicable law (or shall provide Landlord with other security reasonably acceptable to Landlord) . (h) Any rebates, refunds or abatements of Taxe. received by Landlord sub.equent to payment of Taxes by Tenant shall be refunded to Tenant on a pro rata basi. within ten (10) days of receipt thereof by Landlord. Any such rebate, refund or abatement realized by Landlord prior to payment of Taxes by Tenant shall result in an iJmIediate reduction in Tenant. s pro rata portion of the Taxes then due to Landlord. (i) The provisionll of this Section 4.2 are predicated upon the present system of taxation in the State of Florida. Should any governmental authority having jurisdiction over all or any portion of the Shopping Center impose a tax and/or assessment of any kind or nature upon, against, measured by or with respect to the rentals payable to the Landlord under this Leue (other than a tax in the nature of a rent tax referred to in Section 4.1 (c) for which Tenant shall, in any event, have responsibility) or with respect to the ownership of the Shopping Center or any part thereof by Landlord (or any individual or entity forming the Landlord), either by way of substitution for all or any part of the present ad valorem real .state taxes or in addition thereto, then such tax and/or assessment shall be deemed to constitute "Taxes" for the purposes of this Lease and the Tenant shall b. obligatsd to pay Tenant's proportionate share thereof as set forth in this Section 4.2 or itll share based upon the measure of taxation for which Tenant is responsible. Further, if there is any other change in the lIystam(s) of taxation (other than as set out iJmIediately above) which is in substitution of or in addition to the present system(s), the Tenant shall be relllponsible for its fair and equitable share thereof, taking into account the prorations and responsibilities provided for in this Section 4.2. (j) Personal Propertv Taxes. Tenant shall pay before delinquency all taxes, assessments, license fees and public charges levied, 10 F/546PLT/3 I 8!loessod or imposed \.ok'on L.cI businelil8 operation~ fixture", leasehold improvements, merohandise an on or upon the Premiaes. AS "ell a8 upon all trade other personal proPQrty in, ARTICLE 5. COMMON AREAS, THEIR USE AND CHARGES SQc~ion 5.1 Common Areas. Landlord shall make availablCl (or OIlU!le to bQ made available) from tima to time all such II ommon areas" (including, but not limited to, parkin9 areae, driveways, tr ckways, delivery pa8sage8, truck-loading areas, access and egrQsa roads, yal way., landscapCld and plantCld Areas) as are shown on the Site Plan or otharwis generally made available by Landlord. Landlord ghall (or shall cause the same to be dona) operate, manage, equip, police, light, secure, repair, re lace and maintain thca common areas fBr their intendsd purpose. in euch mannca ae 18 conaistent with the operation and maintenance of a first-class shoppi 9 center in the vicinity of the Shopping center, all of which shall be 8ubject to Landlord's sole management and control reasonably exerciged or au h other persons or nominees to whom Landlord may delegate or assign the rSliI onsibUity to exercise such man8q8ment and control, in whole or in part, in Landlord' s place and stead. In no event shall USCl of the cOlT\l!lon areas be onditioned upon payment ot parking charqee. Landlord shall initially hav the right to permit the location and operation of a Palm Beach County ftice of the Tax Collector mobile branch office within the Common Areas of the ShoppinQ Ccanter in the location Bhown on the Site Planl provided, however, on or before the date th~t La three hundred ninety-five (395) days from the date of this Lease the said mobile branch office shall be relocated to a loea ion outside of the Tenant's Protected Area or ita lease ahall be terminate by Landlord and the said branch office shall be removed from its present ocation within the Tenant's Protected Area. Landlord shall requ~Ult Palm Bea h County offioe of the Tax Collector to relocate lIaid mobile branch office ~n or before the Lease Term Commencement Data to a location out8ide of th Tenant's Protected Area, provided, however, failure to relocate said mobil branch office on or before the Lease Term Commencement Date shall not impose ny liability on Landlord. Section 5.2 Ulla of Common Area~. and itg concessionaires, officers, employees, agents, oU8tomerl and invi 888 shall have durinq the Lease Term and Landlord hereby qrants a nonexclua ve easement (in common with Landlord and ths other occupantg of the Shopping center and their employees, agents, customers and invitees and other personll ermitted by Landlord to use the same) to use the common araUl tor the inte ded purposQs (e. 9. parkinq aCCBSS, ingress And egres8), subject to such reasonable nondiscriminatory rulee and regulationll governing the use thereof a Landlord may from tLma to time proscribe in writing, including the designati n ot specifio areas within the ShoPpin9 Center in reasonable proximity 0 the Premises in which automobiles owned by Tenant, its employees, subtenantll, licensees and concGsBionaires shall bs parked._ Landlord may at any time close temporarily any common areas to make repair. or chanQes theroi or to ettact construction, repairs or changes within the ShoPpin9 Center or t prevent the acquisition of publio righte in such areas, or to diecourage no customer parking, In such event, Landlord shall, to the Qxt&nt practioable, make reasonable efforts to minimize any resulting interference or disruption to the Shopping Center and thg business therein. Neither Tenant nor its agen !I, employees, invitees nor anyone oominQ in or upon the Premisea as the r Bult of Tenant' 9 prQsence therein shall utilize the Common Area for any of t e following purpoaee: (i) to solicit signatures on any petition or tor any other purpose, disseminate any information in connection therewith, or distri ute any oircular, booklet, handbill, placard or other material that: hall no Qlat:iollshlp to any purpose for which the Premises wu built or is being USQd; ,( ii) to solicit membership in any orqaniza.tion, group or &8BOI:U,tion, or co tribution for any purpose that has no relationship to the Premiu81 (ili) to parade" rally, patrol, picket, demonstrate or engage in any conduct that m ght tend to interfere with or impede the use ot any ot the Common Area by any ustomer, bU8iness invitee, employee or tenant of the Shoppinq Center, or t at creates a disturbance, attracts attention or tends to harass, annoy, d18prrage or be detrimental to the interast of any ot the retail establishments rithin the Center, (iv) to throw, discard or depolit any paper, glasliI or extr neous matter of any kind, except in designated receptacles or create litter r hazardll of any kind; (V) to defaae, damage or demolish any Bign, llqht atand rd or fixture, landscaping material or other improvement within the ShoppinQ enter, or the property of cU8tomers, business invitees or employees situated w th~n the Shopping Center. Section 5.3 erat Landlord, in the in Soction 5.4, a pro rata Bhare, defined in Section 5.4, of expenses of ever'Y kind and nature ag may be act La.ndlord during the Lease Term in operatinQ, rlipa common areas of the Shopping CentQr (\;h9 "Common 1\ 11 Tenant shall pay to Additional Rent, Tenant's all reaBonable costa and ally paid or incurred by ring, and ma intaininQ the ea Operatin9 EXpen!~(B)"), including, but not limited to: maintenance and repair of all paved areas (including, without limitation, restriping); cleaning and sweeping; landscaping; maintenance insurance and other costs of any Shopping Center pylon, directional signs and other markers and bumpers; premiums for liability, property damage, casualty and workers' compensation insurance; wages for anyon-site employees working on the maintenance of the common areas of the Shopping Center; unemployment taxes, social security taxes and customary benefits for any such on-site employees, assessments attributable to common areas (to the extent not included in Taxes Applic~ble to the Premises); personal, property taxes, fees for required licenses and permits, supplies; cost ~f' lighting and other utilitias, painting, janitorial services; pest extermination services; policing; Christmas and holiday decorations; inspeceing; irrigation systems; maintenance and repair of sidewalks, curbs and gutters; maintenance and repair of any exterior fire protection systems, exterior lighting systems, storm drainage systems and other utility systems and reasonable depreciation of equipment used in the operation and maintenance of the common areas. Landlord's sole compensation for providing such services shall be fifteen percent (15\) of the cost of such services, billed monthly as part of the Common Area Operating Expenses. Provided that Tenant obtains and maintains casualty insurance for the Premises required to be'carried by Tenant under Section lJ.l(b) then, Tenant shall not be charged for its p~o rata share of Landlord's casualty insurance for the Shopping Center buildings. Landlord may cause any or all of said services to be provided by an independent contractor or contractors. Common Area operating Expenses shall not include! (a) depreciation of the original cost of constructing, erecting and installing the Shopping Center, the common areas, common facilities and related services; or (b) principal and interest payments pursuant to any mortgage which encumber. the Shopping Center; or (c) advertising expenses, or (d) administrative charges or management fees (other than the aforesaid 15\ charge); or (e) excess premiums for insurance covering the common areas and/or the Shopping Center occasioned by the extra-hazardous use or activities of occupants other than Tenant; or (f) real estate commissions, leasing salaries and expenses; or (g) expenses related to an individual tenant or to a particular tenant space; or (h) capital expenditures, provided, however, that if Landlord should incur capital expenditures respecting the Shopping Center which have the intent of reducing Common Area Operating Expenses, such capital expenditures may be recovered by Landlord by including in the Conmon Area operating Expenses an annual amount which is the lesser of (i) the annual reduction in operating costs, or (1i) the current depreciation and/or amortization allowable respecting such capital items for federal tax reporting purposes, or ( i) expenses related to the maintenance, repair or painting of any building or portion thereof within the Shopping Center. Section 5.4 Tenant', Pro Rata Share and PaYment. (a) Tenant's pro rata share of the costs and' expenses referred to in Section 5.J ("Tenant's CAN Contribution") shall be a fractional portion of the Common Area Operating Expenses, the numerator of which shall be the Floor Area of the Building and the denominator of which shall be the Floor Area of the Shopping Center. Notwithstanding the foregoing, if any such Common Area Operating Expenses do not relate to one or more buildings in the Shopping Center then, as to such Common Area Operating Expenses, the denominator of the aforesaid fraction shall be the Leasable Area in the Shopping Center other than the said buildings to which such COlmlon Area Expenses do not relate. (b) Tenant's CAN Contribution shall be paid in monthly installments on the first day of each calendar month after the Lease Term Commencement Date (prorated for any fractional month) in advance. Within ninety (90) days after the end of each calendar year, Landlord shall furnish to Tenant a statement ("Landlord's CAN Statement") in reasonable detail of the Common Area Operating Expenses for the immediately preceding calendar year or partial calendar year and within thirty (30) days thereafter there shall be an adjustment between Landlord and Tenant, with payment to or repayment by Landlord, as the case may require, and Tenant'. CAK Contribution for the next ensuing calendar year shall be adjusted upward or downward based upon Landlord's CAN Statement and reasonably anticipated increases thereto. 12 F/546PLT/3 (c) At reasonable times and on reasonable notice, Tenant shall have the right, not more frequently than once in any calendar year, to audit all of Landlord I. (or Landlord's agent 's) records pertaining to Taxes and Common Are. Operating Expenses with a representative of it. choice. Any overbilling di.covered in the cost of such audit shall be promptly refunded to Tenant, plus interest thereon at the rate set forth in Section 12.25, within ten (10) days of Landlord's receipt of a copy of the audit. In the event the overstatement of charges exceeds five percent (5\) of the sum previously billed to Tenant by Landlord, Landlord shall reimburse Tenant for all reasonabl~ expenses of such audit (excluding travel, meals and lodging). Landlor~ shall retain its records regarding Common Area operating Expense. for a p.riod' of at least two (2) year. following the final billing for the calendar year in question. The failure of Tenant to elect to examine Landlord's records of Common Area Operating Expenses or caus. such records to be audited within two (2) years following the final billing for the calendar year in question shall be deemed to be a waiver of Tenant with respect to such examination or auditing and the acceptance by Tenant of the annual .tatement for the particular year to which the annual statement relates. ARTICLE 6. UTILITIES AND SERVICES Section 6.1 Utilities in General. Tenant .hall obtain and pay for all public and other utilities and related services rendered or furnished to the Premises commencing on the date Landlord deliver. possession of the Land to Tenant and continuing during the Lease Term, which utilities include, without limitation, water, gas, .l.ctricity, t.lephone and sewer charges. If Landlord should elect to .upply water, gas, steam or electricity, Tenant shall purchase its requirem.nts for such utilities from Landlord, provided that Tenant shall not b. charged more than the rates it would be charged for the .ame .ervice if furni.hed directly to the Premise. by such companies or governmental units. Tenant shall store all trash and garbage within the areas indicated on the approved Tenant's Plans for such purpose. or within the Building in good quality containers so located as not to be visible to Tenant's customers and other invitee. of the Shopping Center and so as not to create or permit any health or fire hazard and arrange for the prompt and regular removal thereof. Tenant shall not allow refuse, garbage or trash to accumulate outside the Premises, except on the date of scheduled pickup service, and then only in areas designated by Landlord. Tenant shall be allowed to have a trash dumpster in the rear of the Premise., provided same is screened from view in a manner reasonably acceptable to Landlord so as to not detract from the overall appearance of the Shopping C.nter. Section 6.2 InterruDtion of Utility Service. The interruption or impairm.nt ot any utility or related .ervice caused or nece..itated by repairs, improvements or hazards or occurr.nces beyond Landlord'. control and not attributable to the neglig.nce or intentional act of Landlord, its agent., employees or contractors shall not give Tenant any claim for damag.s against Landlord nor any right to abate its rent and other obligations hereunder. ARTICLE 7 LANDLORD'S AFFIRMATIVE AND NEGATIVE COVENANTS Section 7.1 Affirmative Covenants. Landlord cov.nant. at all tim.s during the Lease Term and such further time Tenant occupies the Premises or any part thereof pursuant to the terms of this Le.sel 7.1.1 To perform all of the obligations of Landlord set forth in this Lease and in the Exhibit. attached hereto. 7.1.2 Subject to Tenant's compliance with the terms and provisions of this L.... within applic.bl. notice and gr.ce period., to permit Tenant to lawfully, pe.ceably and quietly h.ve, hold, occupy and enjoy the Premises and any appurtenant rights granted to Tenant under this Le..e during the Lease Term without hindrance or ejection by Landlord or .ny other per.on or persons lawfully or equitably claiming by, through or under Landlord. 13 F/546PLT!3 7.1.3 To indemnify, protect, defend and hold Tenant harmless from and against any and all claims, demands, losses, liabilities and penalties (including, without limitation, reasonable attorneys' fees at all trial and appellate level.) arising from or out of any violation or alleged violation by Landlord, it. agents or employees of any local, state or federal environmental law, regulation, ordinance or administrative or judicial order relating to any Hazardous Substance on the Premises or within the Shopping Center. 7.1.4 To save Tenant harmless and indemnif ied from and against any and all claims by or on behalf of any person or entity arising from or relating' to (i) any breach or default by Landlord in performing any of its obligatipn. under the provi.ions of this Leas., (ii) damage to any person or property while on the Convnon Areas of the Shopping Center, or ( iii) any negligent or intentional act of Landlord of any of its agents, contractors, or employees during the Term, as well as from and against all expenses and liabilities incurred in connection with any such claim or any action or proceeding brought thereon, including, by way of example rather than of limitation, the fees of attorneys, litigation expenses, investigations and experts), all regardless of whether such claim is asserted before or after the expiration of the Term or any earlier termination of this Lease. Subject to Section 12.11 hereof, this indemnification shall not apply to any claim or action which results from the negligence or intsntional act of', Tenant, its agents, employees or contractors. Section 7.2 Neaative Covenants. Landlord covenants at all times during the Lease Term and such further time as Tenant occupies the Premises or any part thereof pursuant to the terms of this Lease: 7.2.1 Except build or otherwise erect within the Protected Area. as shown on Exhibit B or required by law, not to any barrier, berms, building or other structure 7.2.2 Unle.s required by governmental authority, not to make any changes to the Common Areas within the Protected Area of the Shopping Center as shown on Exhibit B (including, without limitation, any changes to the str iping, curbing, curb cuts, landscaping, directional signage, o~ erecting any structures) without the prior written consent of Tenant, which consent shall not be unreasonably withheld or delayed. 7.2.3 Not Shopping Center to a Minimum Parkinq Ratio. to reduce the number of parking space. within the number which produces a parking ratio le.s than the 7.2.4 Not to consent to any material enlargement or relocation of the Quantum Corporate Park monument sign which is presently situate at the southwest corner of the North Parcel of the Shopping Center pur.uant to that certain Grant ot Easement dated April 23, 1989 recorded in otticial Records Book 6646, Page 1161, of the Public Records of Palm Beach County, Florida without the prior written consent of Tenant, which consent shall not be unreasonably withheld or delayed. 7.2.5 Unless required by governmental authority, not to make any changes to the Convnon Areas within the "North Parcel" (that portion of the Shopping Center located north of Quantum Boulevard as shown on the site Plan) which materially and adversely affect the access, visability or parking of the Premises without the prior written consent of Tenant. ARTICLE 8 LANDLORD'S REPRESENTATIONS Section 8.1 Landlord's ReDresentations. Landlord, in order to induce Tenant to enter into this Lease, hereby represents a8 of the date of this Lease: 8.1.1 That Landlord has no actual knowledge of the pre.ence of any Hazardous Substance on or about the Shopping Center. 8.1.2 the construction, That Landlord has no actual knowledge in connection with use or operation of the Shopping Center of any failure to 14 F/546PLT/3 comply with all applicable local, state and federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the use, handling, storage or disposal of any Hazardous Substance. 8.1.3 That Landlord is duly organized and validly existing and has full power and authority to conduct its business as presently conducted and to enter into this Lease. 8.1.4 That the execution, delivery and performance of this Lease will not (i) violate any order, writ, injunction or decree of any court or governmental authority, or (ii) conflict with, be inconsistent with, or result in any ~reach or default of any of the terms, covenants, conditions or provisi-ons of any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind or nature to which Landlord is a party or by which Landlord or the Premises may be bound. 8.1. 5 That there are no pending or, to the actual knowledge of Landlord, threatened actions or legal proceedings affecting the Premises or Landlord's interest therein. 8.1.6 That Landlord is the sole fee simple owner of the Shopping Center. ARTICLE 9. TENANT.S AFFIRMATIVE AND NEGATIVE COVENANTS Section 9.1 Affirmative Covenants. Tenant covenants at its expense at all times during the Lease Term and such further time as Tenant occupies the Premises or any part thereof pursuant to the terms of this Leases 9.1.1 To perform all of the obligations of Tenant set forth in this Lease and in the Exhibits attached hereto. 9.1.2 Subject to Section 12.17 hereot, to use the Premises only for the Permitted Uses. Tenant shall open a fully fixtured, staffed and stocked PolIo Tropical restaurant for business to the public on or before the date which is sixty (60) days after the Lease Term Commencement Date and shall continuously conduct the above stated businellll therein for a period of at least one ( 1) year thereafter, subj ect to excusable delays as set forth in Section 12.10, holidays, casualty repairs and remodeling. 9.1. J To store all trash and refuse in appropriate containers within the Premi.e. and to attend to the disposal thereof in a manner reasonably approved by Landlord, to keep all drains inside the pramises open, and to conform to all reasonable, nondiscriminatory and uniformly enforced rules and regulations which Landlord may promulgate by written nCltice to Tenant from time to time with respect to the management and use of the Premises and the COllD\on Areas (including, without limitation, such amployee parking areas all may from time to time be reasonably designated by Landlord). 9.1. 4 To comply with all provisions of any and all statutes, ordinances, regulations and special permits imposed by the state of Florida, the federal government, the City of Boynton Beach, the County of Palm Beach and/or of any other governmental agency now or hereafter in force relating to the structure, maintenance, operation, use and occupancy of the Premises and Tenant agrees that, in the event of noncompliance or contest, to indemnify and save harmless Landlord from any and all demands, actions, penalties or claims of any nature whatsoever, including reasonable attorneys I fees expendsd by Landlord which may arise by reason of or in connection with Tenant's failure to so comply. Notwithstanding the foregoing, Tenant may contest or appeal such requirements or orders and, if permitted by law, shall not be required to comply with any such laws, regulations, orders, requirements, rules or regulations during the pendency of any appropriate proceedings. 9.1.5 To pay when due the entire cost of any work on the Premises, including equipment, facilities, signs and fixtures therein, undertaken by Tenant, so that the Premises shall at all times be free of liens for labor and materials, to procure all necessary permits before undertaking such work, to perform such work in a good and workmanlike manner, employing materials of good quality, to comply with all governmental requirements, and 15 F/546PLT/3 to save Landlord harmless and indemnified from all injury, loss, claims or damage to any per80n or property occasioned by or growing out of such work. 9.1.6 To save Landlord harmless and indemnified from and against any and all claims by or on behalf of any person or entity arising from or relating to (i) Tenant's use, occupancy, conduct, operation or management of the Premises during the term or (ii) any work or thing whatsoever done or not done on the Premises by Tenant or any of its agents, contractors, servants, employees, 1 icensees or inv i tees (as to inv i tees, while ins ide the Premises only) during the Term, or (iii) any breach or default by Tenant in performing any of i~s obligations under the provisions of this Lease or applicable law, or (iv..) "any negligent or intentional act of Tenant or any of its agents, contra~tdrs, servant., employees, licensees, or invitees (as to invitees, while in the Premises only) during the term, a. well a. from and against all expenses and liabilitie. incurred in connection with any such claim or any action or proceeding brought thereon (including, by way of example rather than of limitation, the fee. of attorneys, litigation expense., investigation. and experts), all regardless of whether Buch claim is a..erted before or after the expiration of the term or any earlier termination of this Lease. This indemnification shall not apply to any claim or action which re8ult8 from the negligence or intentional act of Landlord, its agents, employee. or contractors. 9.1. 7 To waive all claim. again.t Landlord for damage to person or property sustained by Tenant or any per.on claiming through Tenant resulting from any accident or occurrence in or upon the premi.e. or any part thereof, not caused by any act, omis.ion, neglect or default of Landlord, its agents, employees or contractors, including, but not limited to, claim. for damage resulting from (a) any equipment or appurtenance. becoming out of repair, (b) injury done or occasioned by wind, (c) any defect in or failure of plumbing, HVAC equipment, electric wiring or insulation thereof, ga., water and steam pipes, stair., railings or walke; (d) broken glas.; (e) the backing up of any sewer pipe or downspout; (f) the bursting, leaking or running of any tank, tub, wa.h.tand, water closet, wa.te pipe, drain or any other pipe or tank in, upon or about .uch building or the premi.e.; (g) the e.cape of .team or hot water; and (h) water, snow or ice being upon or coming through the roof, skylight, trapdoor, .tairs, doorway., show windows, walk. or any other place upon or near such building or the Premises or otherwi.e. 9.1.8 To permit Landlord and its agents, upon reasonable notice, to enter the Premi.e. during Tenant's normal bu.ine.. hour. for the purpo.e of inspecting the same or making repairs permitted hereunder to .aid building of which it is a part (but .uch right .hall not be deemed to impo.e any repair obligation on Landlord), and to .how the premi.e. to actual or pro.pective purchaser., lenders and during the last .ix (6) months prior to the expiration of the then current term (original or extended) to prospective tenants. Landlord 8hall be entitled to enter the Premi8e. during time. other than Tenant.s normal busines. hours only in the event of an emergency. The term "emergency" as used herein 8hall mean a .ituation which require., in the good faith judgment of Landlord, immediate action in order to prevent death, bodily injury, property damage or theft. 9.1.9 At the termination of this Lea.e, peaceably to give up and surrender the Premises, including all alterations and addition. made by Tenant and all non-trade fixtures permanently attached to the Premi8e8, during the Lease Term, the Premise. and improvement. to be in good order, repair and condition, excepting only reasonable wear and tear, acts of God, casualty, condemnation (casualty and condemnation being governed by Article 10 hereof) and Landlord's repair obligations and Tenant shall .urrender to Landlord all keys to or for the Premises and inform Landlord of all combinations of locks, safe. and vault., if any, in the Premises. Prior to the expiration of this Lease, Tenant, at its expense, shall promptly remove all personal property of Tenant and repair all damage to the Premises caused by such removal. Any per.onal property of Tenant not removed upon the expiration of thi. Lease shall be deemed to have been abandoned by Tenant and Landlord may dispose of same in any manner which, and to any person whom, Landlord may deem fit or appropriate without any liability whatsoever to Tenant. 16 F/546PLT 13 9.1. 10 any assignment or or to any as.ign.. To remain fully obligated under this Lease notwithstanding sublease, or any indulgence, granted by Landlord to Tenant or sublessee. 9.1.11 At all times that Tenant is open for business, to obtain and keep in good 8tanding all permits or license8 necessary to conduct business in the Premises. To pay all taxes upon its merchandise, stock, fixtures, equipment and leasehold improvements in the Premises. 9.1.12 To maintain, repair (and replace if replacement is necessary-) the Building, the drive through, building service equipment (including, without limitation, all utility systems and the HVAC system) and all other improvements now or at any time hereafter located on the Premises in good, clean, safe, sightly order and condition. Tenant shall, at its expense, make all internal repairs, replacements, additions, improvements, alterations or changes of every type, kind and nature as shall or may be necessary or appropriate to make the Premises suitable to keep the Premises in first class condition for the use permitted hereunder and any and all external repairs, replacements and maintenance such as painting, roof, walls, windows and signs thereon. Tenant shall make all such repair8 whether ordinary,or extraordinary and whether or not 8tructural. All such work shall be done in a good and workmanlike manner, and when completed, b. fr.. and cl.ar of all claims for liens by m.chanic. or materialmen for and on account of labor and material furnished in' and about .uch operations. Landlord .hall have no obligation to, do or make any maint.nanc., r.pair or r.placem.nt to the Premise., the Building, or any oth.r improvem.nt thereon, exc.pt if sam. is n.c....ry because of the act, n.gl.ct or default of Landlord or its agents, employees or contractors. Subject to the notice and cur. period provisions of Section 11.1 hereof, should Tenant after notice from Landlord fail to commence with reasonable promptness and diligently pursue to completion any rspairs which are the obligation of Tenant hereunder, Landlord may (but shall not be obligat.d to) .nt.r the Premis.. and put the .am. in good order, condition and repair; the reasonable co.t thereof shall b.come due and payable by Tenant to Landlord upon written demand. When Landlord makes demand for payment, Landlord shall furnish Tenant an itemized statement accompanied by invoice. for the repairs and charg.. at the time such demand i. made. 9.1.13 Subj.ct to Section 12.17 h.r.of, Tenant agr..s to conduct its business in the premis.s under the trade name of "PolIo Tropical" or such other trade name a. the then Tenant und.r this Leas. may from time to time use in a majority of it. .imil.r .tor.s located in the State of Florida, or such other trade name a. may be approv.d in writing by Landlord, such approval not to be unrea.onably withh.ld or d.lay.d. S.ction 9.2 Neaatlve Covenant.. Tenant cov.nants at all times during the Lease Term .nd such furth.r tim.. as T.nant occupies the premis.. or any part thereof pursuant to the terms of this Leasel 9.2.1 Not to injure or otherwise harm the pr.mises or any part thereof or any .quipment or installation th.rein; nor commit any nuisanc. or waste; nor burn any trash or refuse within the Premises; nor make any use of the Premises or of any part thereof or equipm.nt ther.in which is contrary to any law or ordinanc., or which will invalidate or increase the co.t of any of Landlord's insurance over a standard mercantile rat., notwithstanding the Permitted Use.; nor use any advertising medium which may constitute a nuisance, such as tape recorders, in a manner to be heard outside the Premises, nor conduct any auction, fire, "going out of business," bankruptcy or similar sales. 9.2.2 Not to make any structural alteration. to the Building or make any penetration through the roof, .xt.rior walls, slab or other structural components of the Premises without the written consent of Landlord, which cons.nt shall not b. withheld or d.lay.d, provid.d that (i) Buch alterations do not advers.ly affect the structural integrity of the Building or its systems (mechanical, .lectrical, plumbing ad HVAC) or invalidate any roof bond or other warranty; (ii) Tenant has provided Landlord with a scope of work when requeeting Landlord's consent and with. copy of its plans for such alterations at least thirty (30) days prior to its commencement of such work, (iii) such changes do not diminish the value of the Building or alter it. 17 F/546PLT/3 general use or diminish the size of the Building by more than fifty (SO) square feet, and (iv) Landlord obtains the approval of its Mortgagee to any structural alterations to the extent (if any) required under its first mortgage. In no event shall Tenant erect any mezzanine or second story of the Building. 9.2.3 Not to change the storefront, exterior walls or roof, exterior color or architectural features of the Building or any part thereof without the written approval of Landlord, which approval shall not be unreaso~ably withheld or delayed, provided, that (i) such changes are aesthe~ically compatible with the Shopping Center, (ii) Tenant has provided Landlord' with scope of work when requesting Landlord's consent and with a copy of iti plans for such changes at least thirty (30) days prior to its commencement of such work, (iii) such changes do not diminish the value of the Building or alter its general use, and (iv) Landlord obtains the approval of its Mortgagee to any structural alterations to the extent (if any) required under its first mortgage. 9.2.4 Not to permit to be created or to remain undischarged and to indemnify Landlord against any lien, encumbrance or charge filed against the Premises, the Shopping Center or any part thereof by reason of any work, labor, service. or material. performed at or furnished to the "premi.e., to Tenant, or to anyone holding the Premises through or under Tenant, and not to suffer any other matter or thing whereby the estate, right and interest of Landlord in the Premises or any part thereof may be impaired. Should Tenant receive written notice of such a lien having attached to Landlord's interest, Tenant shall forthwith take such action by bonding or otherwise as will remove or satisfy such lien. If Tenant shall fail to cause such lien to be di.charged within thirty (30) days after receipt by Tenant of written notice of the filing thereof or such shorter time if required to prevent a judgment or sale thereunder or which 1s required for a sale or refinancing of the Shopping Center, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed appropriate by Landlord, and the amount so paid by Landlord and/or all costs and expenses, including interest and rea.onable attorney.' fee., incurred by Landlord in procuring the di.charge of such lien shall be deemed to be Additional Rent and shall be due and payable by Tenant to Landlord within ten (10) days after notice. Notwithstanding any provision of this Lease seemingly to the contrary, Tenant shall never, under any circumstance., have the power to subject the intere.t of Landlord in the Premise. or the Shopping Center to any mechanics' or aaterialmen's liens of any kind. In order to comply with the provi.ions of Section 713.10; Florida Statutes, it is .pecifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractor., subcontractors, materialmen, mechanics and laborers, shall have any right to file or place any mechanics' or materialmen's liens of any kind whatsoever upon the Premises, the Shopping Center or improvements thereon, any such liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord's interest to any mechanics I or materialmen's lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's interest or assets. 9.2.5 Not to dispose or permit the disposal, escape of or discharge of any Hazardous Substance on, in, or about the Shopping Center. Tenant will properly store and handle any Hazardous Substance Tenant is legally permitted to bring onto the Premises. Tenant will only bring onto the Premises such Hazardous Substances as are necessary for Tenant to carryon the Permitted Uses and any such Hazardous Substances brought on the Premises and all containers therefor, shall be used, kept, stored and disposed of in a manner that complies with all federal, state and local laws or requlations applicable to any such Hazardous Substance. In the event that Tenant cau.es any Hazardous Substance to contaminate any portion of the Premise. or the Shopping Center, Tenant agrees to comply with any and all governmental law., regulations or other requirement relative to such Hazardous Substance, and 18 F/546PlT/3 that, in connection with the foregoing, if any clean-up or removal of such Hazardous Substance or any other remedial action is required, Tenant shall cause the same to be performed without expense to Landlord. Tenant will indemnify, protect, defend, and hold Landlord harmless from and against any and all claLms, demands, losses, liabilities, and penalties (including, without limitation, reasonable attorneys' fees at all trial and appellate levels) arising directly or indirectly from or out of, or in any way connected with (i) the presence of any Hazardous Substance on the Shopping Center or on the Premises caused by the acts or omissions of Tenant, its agents, contractors, licensees, concessionaires or employees, or (ii) any violation of any local, state or federal environmental law, regulation, ordinance or admini8tr~tive or judicial order relating to any Hazardous substance caused by the a~ts or omissions of Tenant, its agents, contractors, licensees, concessionaires or employees. 9.2.6 (A) Subject to Tenant's rights relative to certain types of transfers as hereinafter provided in paragraph (8) below, not to assign or in any manner transfer this Lease or any interellt therein, or sublet or license the Premises or any part or parts thereof, or permit occupancy of all or any part thereof by anyone with, through or under it, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. This prohibition against assignment o~ subletting without Landlord'lI written consent shall be conlltrued to include prohibition against any assignment or subletting by operation of law, legal process, receivership, bankruptcy or otherwise, whether voluntary or involuntary. Notwithstanding the foregoing, except for transfers purlluant to Paragraph (8) below, Tenant IIhall not have the right to assign this Lease or sublet the Premises until such time all Tenant shall have completed the Improvements in substantial accordance with the approved Tenant's Planll and IIhall have opened a typical pollo Tropical restaurant for business to the public in the Premises. Any concession or license granted for any part of the Premises shall be considered a sublease for purposes of this Section 9.2.6. If Tenant is a corporation, any transfer of any of Tenant's issued and outstanding capital stock or any issuance of additional capital stock, as a result of which a majority of the issued and outstanding capital stock of Tenant is held by a corporation, firm, or person or persons who do not hold a majority of the issued and outstanding capital stock of Tenant on the date hereof (or in the case of any permitted assignee, sublessee or transferee on the date of the assignment, subleasing or transfer from its predecessor in interest) shall be deemed an assignment under Section 9.2.6, provided, however, any transfers of capital stock pursuant to a decision by Tenant to become a corporation of which the stock is publicly traded on a recognized stock exchange shall not either individually or cumulatively constitute an assignment. The immediately preceding sentence shall not apply whenever Tenant is a corporation or other entity, the outstanding voting stock of which is listed on a recognized stock exchange. If Tenant is a partnership, any transfer of any interest in the partnership or any other change in the composition of the partnership which results in a change in the management of the Tenant from the person or persons managing the partnership on the date hereof, shall be deemed an assignment under this Section 9.2.6. In Tenant's notice requesting consent to a specific assignment, sublease or transfer of majority interest, other than pursuant to paraqraph (B) below, Tenant wUl give Landlord (simultaneously with such request) (1) the name and address of the proposed assignee, subtenant or transferee, (ii) the basic terms of the proposed assignment or sublease, and (iii) reasonably satisfactory information about the nature, net worth, business and business history of the proposed assignee or subtenant, (iv) if the proposed assiqnment or sublease involves only the Premises and no other locations of Tenant, Tenant shall provide Landlord with the amount of any unamortized cost (as of the date of such notice) of permanent leasehold improvements (excluding trade fixtures, equipment and other personal property of Tenant) to the Premises (original construction and subsequent improvements) which were paid for by Tenant, with amortization to be on a IItraight-line basis over twenty (20) yearll, (the "Recapture Amount"), (v) its propolled initial use of the premise., and (vi) lIuch other information as may be reasonably requested by Landlord. In the event that Landlord fails to disapprove the proposed assignment or subletting of the Premillell within thirty (30) days from and after the date 19 F/546PLT 13 that Landlord receive. Tenant'. request to as.ign or .ublet together with all of the information required to be furnished Landlord in connection therewith, then such a..ignment or subletting of the Premises shall be deemed to have been approved by Landlord. Notwithatanding anything to the contrary contained in this Section 9.2.6, except for transfers pursuant to Paragraph (B) below, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of Tenant. s request to assign or sublease together with the required information, to terminate this Lease in the event that the proposed assignment or sublease by Tenant involves only the premisea and no other location, of Tenant. In the event Landlord gives Tenant such termination notice~ Tenant shall have a period of ten (10) days from it. receipt of .uch notice within which to give Landlord written notice regarding it. request to assign or sublease, in which event this Lease shall not so terminate and shall continue in full force and effect. Such termination notice from Landlord to Tenant shall specify the date as of which such termination shall be effective, which date shall not be less than thirty (30) days nor more than ninety (90) days after the date on which Landlord sends such notice. On or b.fore the termination date Landlord shall pay to Tenant the "Recapture Amount" aa defined above. Landlord shall have the right upon reasonable prior notice to Tenant to audit the cost comprising the R.capture Amount. If', Landlord .0 elects to terminate this Lease, Tenant shall continue to pay the Fixed Minimum Rent and Additional Rent hereunder to Landlord until the .ffective date of such t.rmination, on which date Tenant will .urr.nder po.....ion of the Premises in accordance with the provision. her.of and from and after auch termination date the partie. Bhall be rel.ased and reliev.d of all obligations hereunder thereafter accruing. Landlord shall be permitted to consider any reaaonable factor in determining whether to withhold ita consent to a propoaed asaignment or sublease. Without limiting the other inatance. in which it may b. r.aaonable for Landlord to withhold it. consent to an aaaignment, .ubleaa. or atock transfer, it shall b. reaaonabl. for Landlord to withhold it. con..nt if any of the following condition. are not satisfieds (a) Th. proposed aBsigne., subl..... or tranaf.r.. ha. a th.n current n.t worth (excluding goodwill and oth.r intangible item.), a. determined und.r g.n.rally accepted accounting principl.. ("GAAP") of at l.a.t Five Hundred Dollare ($500,000.00); (b) Th. propo.ed use of the .pac. by the as.ign.., .ubl..... or transferee .hall b. for a P.rmitted Us.; (c) Th. propo..d &ssign.., subl.s... or tran.f.r.. ahall not be, and shall not have be.n for the prior six (6) month., a tenant or. occupant of the Shopping C.nt.r; (d) Any proposed subleasing shall not reault in the pr.miae. being divided in to more than one (1) distinct store .pac.; and (e) At the time of the proposed assignment, subleasing or transfer, no Ev.nt of Default under this Leas. shall have occurr.d and be continuing; and (B) Notwithstanding the above, and provided that .uch asaigne. or sublessee or transf.ree has a current net worth (excluding goodwill and other intangible items), as determined under GAAP, after such as.ignm.nt or subletting of at least One Killion Fiv. Hundr.d Thouaand Dollars ($1,500,000.00), and provided that Tenant is transf.rring to such assign.e, sublessee or transferee at least three of T.nant'. other .imilar atores located in South Florida (South Florida b.ing d.fin.d a. Dad., Broward and Palm Beach counti..), Tenant may, without the approval of Landlord, a..ign this Leas., or subl.aa. the Premisee to (a) any corporation or oth.r entity which hae the power to direct Tenant'. management and operation, or any corporation or other entity whose management and operation i. controlled by Tenant, or (b) any corporation or other .ntity a majority of whoa. voting stock is owned by Tenant; or (c) any corporation or other entity in which or with which Tenant, its corporate successor. or aasigns, is merged or 20 F 1546PLT 13 consolidated, in accordance with applicable statutory provi8ion8 for merger or consolidation of corporations, so long as the liabilities of the corporations participating in such merger or consolidation are assumed by the corporation surviving such merger or created by such consolidation; or (d) any corporation or other entity acquiring this Lease and a substantial portion of Tenant's assets. Notwith8tanding the above, Tenant may, without the approval of Landlord, assign this Lea8e or sublease the Premises to an approved Franchi8ee of Pollo Tropical restaurants provided such Franchi8ee has a current net worth (excluding goodwill and other intangible items), as determined under GAAP, of at least Three Hundred Thousand Dollars ($300,000.00) and will initially continue 'to operate a pollo Tropical restaurant in the Premises. (C). Any assignment of thi8 Lease or subletting of the Premi8es permitted under this Lease shall be subject to the following conditions: (1) that the initial Tenant and any aS8ignee (s) of Tenant shall remain jointly and severally liable for the full performance of all Tenant obligations hereunder during the entire term of this Lease; and (2) that any sublease shall be subject and subordinate to thi8 Lease, and the subtenant ahall comply with all the terms and conditions of this Lease (excepting the rental provi8ions contained herein)) including, without limitation, all restrictions upon use of the Premises contained herein; and (3) a copy of the document of the assignment or 8ubletting is delivered to Landlord as soon as rea80nably possible after the full execution thereof by both parties thereto; and (4) any assignee shall aSBume in writing all of the Tenant's obligations under this Lease. The consent by Landlord to any assignment, transfer, or subletting to any party shall not be construed as a waiver or release of Tenant under the terms of any covenant or obligation under this Lease, nor shall the collection or acceptance of Rent from any such a.signee, transferee, subtenant or occupant constitute a waiver or release of Tenant (or any guarantor hereof) with respect to any covenant or obligation contained in this Lease, nor shall any such aaBignment, transfer or subletting be conetrued to relieve Tenant from obtaining the con.ent in writing of Landlord to any further assignment, transfer or subletting. In no event shall the Building be subdivided with demising wall. or otherwise. ARTICLE 10. DAMAGE AND DESTRUCTION, CONDEMNATION Section 10.1 Damaae and Destruction. 10.1.1 If at any time during the Lease Term, the Building, or any part thereof, Bhall be damaged or destroyed by fire or other casualty (whether or not insured), then Tenant shall, subject to Section 10.1.4, proceed with due diligence (subject to reasonable time allowance for the purpose of adjusting the insurance lo.s, obtaining the necessary building permit or unavoidable delay) to repair, replace or rebuild the Building as nearly as possible to its condition, character and value immediately prior to such damage ("Restoration Work") . Upon completion of the Reatoration Work, the Building must have a value of not le.s than the value of the Building or the portion thereof which was damaged by the fire or other casualty. If the cost of completing the Restoration Work exceeds the insurance proceeds to be made available for such purpose, then Tenant shall, within thirty (30) days of the contractor's determination of the coat, provide the difference between the cost of the Restoration Work and the amount of available insurance proceeds. If Tenant doe8 not commence the Restoration Work within a period of one (1) month from the date Tenant shall have (i) obtained the necessary building permit, and (ii) received any insurance proceed8 which are payable, and thereafter prosecute the same with such di8patch as may be neces8ary to complete the 8ame within six (6) months after the occurrence of both such events, then Landlord may declare Tenant in default hereunder and the amount of in8urance so collected or the balance thereof remaining in the account 8hall be retained by 21 F/546PLT/3 Landlord, and Landlord may, at its option, terminate this Lease and, in addition to all other remedies provided herein in the event of a default by Tenant, retain such amount as liquidated and agreed upon damages resulting from the failure of T.nant to promptly complete such work of recon.truction and repair within the time specified and, if the proceeds are insufficient to allow the re.toration of the Improvements, Tenant shall pay Landlord any deficiency. The .ix (6) month period provided herein for reconstruction shall be enlarged by delays caused, without fault or neglect on the part of the Tenant, by acts of God, strikes, lock-outs or other conditions (other than matters of finance), including not obtaining building permits, beyond the control of Tenant. 10 ~ 1.'2 All insurance proceeds payable and received at any time, or from time to time as a result of casualty to the Building, shall be paid to Landlord and Tenant and shall be deposited with the holder of the firl!t mortgage on the Shopping Center, or a bank, trust company, or title insurance company designated by Landlord and approved by Tenant (the "Insurance Trustee"), in trust, for purposes of the Restoration Work. The Insurance Trustee shall disburse the proceeds of such insurance from time to time as progress payments proportioned to the percentage of completion of the Restoration Work and on such terms as may be customary for advance. under institutionally financed construction loan provisions (including retainage provisions). Except as otherwise set forth herein, upon lien free completion of the Restoration Work any .xcess insurance proc..ds .hall be payable to Tenant. If the Lease is terminated prior to completion of the Restoration Work, all of the in.urance proceeds .hall be paid directly to Landlord. Notwithstanding the foregoing, in the event of a casualty in which the proceeds of the insurance award do not exceed $50,000.00, such proceeds shall be paid directly to Tenant, to be applied to the Restoration Work, except as may be otherwise expressly set forth her.in. 10.1.3 Thi. L.ase .hall not b. aff.cted in any manner by reason of the total or partial destruction of the Building or any part ther.of, for any reason whatsoev.r, .nd Tenant, notwithstanding .ny l.w or .tatute, pr.sent or future, waiv.s all right. to quit or .urr.nder the Premises or any part thereof, and T.nant'. obligation. under this L...., including the payment of Fixed Minimum R.nt .nd Addition.l Rent, shall continue a. though non. of tho.e events had occurred and without abatement, .uspension, or reduction of any kind, except as oth.rwise expressly provid.d herein. If this Lea.e shall be cancelled for Tenant's d.fault at any time while there remains outstanding any obligation from any in.urance company to pay for damage to the Improvements or any part thereof, then the claim against the insuranc. company shall, upon the cancellation of this Lea.., b. deemed imn.diately to become the ab.olute and unconditional property of Landlord. 10.1.4 If the Building shall be substantially damaged or de.troyed in whole or in part in exce.. of 33-1/3' of the r.placement co.t. th.reof, exclusive of foundation. and footings, by fire or other ca.ualty at any time during the last two (2) years of the Lease Term or during any renewal term, then: (a) Tenant may elect not to restore the Building and to terminate this Lease by serving upon Landlord and any first Mortgagee, within sixty (60) days after the date on which such damage or destruction occurred, written notic. of T.nant' s .lection to so terminate effective not more than sixty (60) days after such notice shall have been given. (b) In the .vent Tenant elect. to terminate this Lease as aforesaid, Tenant shall pay to Landlord, prior to such termination dat., an amount equal to the Fixed Minimum Rent and the th.n ascertainable Additional Rent payable under this Leas. to the date of such termination. With r..pect to any items of Additional Rent which are payable to Landlord in the event of such termination but which are not then capable of a.certainment, T.nant shall thereafter pay to Landlord an amount equal to such Additional Rent a. and when same bee om. d.termined. The covenant. and agreements with re.pect to the adjustment and payment of these items of Additional Rent and refund., if any, shall survive the t.rmination of this Lease. 22 F/546PLT/3 (c) In the event Tenant elects to terminate this Lease as aforesaid, the proceeds collected under any policy or policies of casualty insurance for damage to the Building shall be paid to the Landlord subject to the rights of any Mortgagees, and if the proceeds are insufficient to complete the Restoration Work, Tenant shall pay Landlord any deficiency. Section 10.2 Eminent Domain. 10.2.1 If substantially all of the Protected Area or access thereto or therefrom shall be taken for any public or quasi-public use under any statue or by r 19ht of eminent domain, or by private purchase in 1 ieu thereof (a .Takin~.~, then this Lease shall automatically terminate as of the date that possession has been so taken (the "Vesting Date"). 10.2.2 (a) In the event of a Taking of le.. than .ub.tantially all of the Protected Area, Tenant, within thirty (30) days of such Taking, may elect to terminate this Lease and not restor. if, by r.ason of the Taking I (i) any portion of the ground floor area of the Building or drive through area .hall be taken; or (ii) the remaining parking within the Shopping Center i. not equal to at least the Minimum Parking Ratio or that leg-ally r.quired to operate within the Building; or (iii) there i. a prohibition of the use of the Premises for restaurant purposes; or (iv) there is a Taking of twenty percent (20') or more of the parking spaces within the Protected Area and Landlord does not provide adequate .ubstitute parking that is reasonably .ati.factory to Tenant. (b) In the event Tenant elect. by rea.on of the foregoing event. to terminate the L...., T.nant shall give writt.n notice of such election to Landlord and any first Mortgagee, within sixty (60) day. of such Taking, and the term of this Lea.. sh.ll .xpire and come to an end nin.ty (90) days after such notic. is given. Upon such t.rmination, the Fix.d Minimum Rent and all Additional Rent shall b. .djusted to the date of termination and neither party shall have any further rights or liabiliti.s hereunder. With respect to any items of Additional Rent which are payable to Landlord in the event of such termination but which .re not then capable of a.certainment, Tenant shall pay to Landlord an amount equal to .uch Additional Rent a. and when sarn. become d.termin.d. The cov.nant. and agr.ement. with re.pect to the adjustment and payment of the.. item. of Additional Rent and refunds, if any, shall survive the termination of this Lease. 10.2.3 In the .vent of a Taking resulting in the t.rmination of this Lease pur.uant to the provision. of Section 10.2.1 or 10.2.2, the par~ie. hereto agr.e to cooperate in applying for and in pro.ecuting any claim for such Takinq and further aqree that the aggregate net award, after deductinq the reasonable expens.s of Landlord, Tenant, .nd any fir.t Mortqaqee, includinq attorn.y.' f..., incurred in connection therewith, shall be distributed a. follow., and in the followinq order of prioritys (1) Landlord shall be entitled to an amount equal to the value, on the Vesting Date, of the land taken, as if vacant and unimprov.d and available for its best or most economic use, qivinq effect to the exi.tence of thi. Lease. (2 ) the Buildinq determined by Tenant next shall be entitled to an amount equal to the value of and other improvements erected and paid for by Tenant a. the condemning authority. (3) Landlord shall be entitled to the balance of the award; provided, however, Tenant shall have the right to make any separate claims allowed by the law. of the State of Florida aqainst the condemninq authority includinq, without limitation, for the followingl the unamortized value or unamortized co.t of it. trade fixtures, equipment and other personal property; its relocation expense.; lose of businees; "qood will"; provid.d .uch award does not reduce the award p.yable to Landlord. 10.2.4 (a) In ca.. of a Taking of 1... than .ubstantially all of the Premise. and if this Lease i. not terminated a. provided in Section 10.2.2, Tenant, at its expense, shall, to the extent of the award (but this limitation shall not be con.trued a. impo.ing any obligation on Landlord to contribute to 23 F 1546PLT 13 such restoration work), proceed with diligence (subject to reasonable time periods for purpo.es of adjustment of any award and unavoidable delays) to repair or recon.truct the Building to a complete architectural unit (all such repair, reconstruction and work being referred to in this Article as "Reconstruction Work") and the award in the condemnation proceedings, after deduction of the reasonable expenses of Landlord, Tenant and any first Mortgagee incurred in connection with the Taking, shall be made available to Tenant for purposes of paying the cost and expense of the Reconstruction Work. If the cost of Reconstruction Work shall be less than S50,000, it shall be paid ~irectly to Tenant and if S50,000 or more, it shall be paid, held and disburs~d substantially in the same manner and subject to the same conditions as is' provided in section 10.l.2(a) for the disbursement of insurance proceed.. The remainder of the award, if any, shall be payable to the parties in accordance with the provisions of section 10.2.3. During the period in which the Reconstruction Work has not been completed, Tenant shall be entitled to an equitable abatement of Fixed Minimum Rent and Additional Rent; and, if it is impracticable for Tenant to remain open for business and Tenant elects to close until restoration has been completed, then there shall be a full abatement of Fixed Minimum Rent and Additional Rent until Tenant's completion of the restoration work, such abatement not to exceed a period of one hundred eighty (180) day. from the date of payrr.ent of the condemnation pro~eeds. (b) In case of a Taking of less than substantially all of the Building affecting a portion of the land covered by the Building, and if this Lease i. not terminated a. provided in Section 10.2.2, the Fixed Minimum Rent and Additional Rent payable hereunder shall, from and after the Vesting Date, be reduced by an amount equal to the product of the Fixed Minimum Rent then in effect times . fraction, the numerator of which shall be the aggregate number of square feet of floor area within the Building so taken and the denominator of which ahall be the aggregate number of square feet of floor area within the Building Lmmediately prior to such Taking. (c) Any compensation for a temporary Taking which affecta only the premi.e., shall be payable to Tenant without participation by Landlord, except to the proportionate extent such temporary Taking extenda beyond the end of the Lease Term and Tenant shall remain fully responsible for Fixed Minimum Rent and Additional Rent. 10.:2 . S Landlord .hall not without the consent of Tenant and any first Mortgagee, which con.ent. shall not be unreasonably withheld or delayed, make any settlement with the condemning authority or convey any portion of the Protected Are. or the Premises to such authority in lieu of condemnation or consent to any Taking unle.s such settlement involve. only portions of the Shopping Center out.ide the Protected Area. ARTICLE 11. TERMINATION FOR DEFAULT OR INSOLVENCY AND REMEDIES OF LANDLORD Section 11.1 Termination for Default or Insolvencv. This Lease is upon the condition that if Tenant shall neglect or fail to perform or observe any of Tenant I s covenants and if such neglect or failure shall continue after notice, in the case of Fixed Minimum Rent or Additional Rent for more than ten (10) daya, or in any other case for more than thirty (30) days or auch longer time a. may be reasonably required to cure because of the nature of the default (provided Tenant must have undertaken procedures to cure the default within such thirty (30) day period and thereafter diligently pursues such effort to completion); or if the leasehold hereby created shall be taken by writ of execution or other process of law, or if a receiver, guardian, conservator, trustee in bankruptcy or similar officer shall be appointed to take charge of all or any part of Tenant's or any Guarantor of this Lease property by a court of competent juriSdiction, or if a petition is filed by or against Tenant or said Guarantor under any bankruptcy law and the same is not dismissed within ninety (90) days from the date of filing, then, and in any of Baid events ("Event of Default..), Landlord lawfully may, iImlediately enter into and upon the Premise. or any part ther.of and r.po..... the .ame a. of its former .state, and expel Tenant, and those claiming through or under it, and remove its or their effects without being deemed guilty of any mann.r of trespass, and without prejudice to any remedies which might otherwise be used for arrears of Rent or breach of covenant. Notwithstanding the foregoing 24 F/546PL T/3 provisions of this Section 11.1, the Ilotice and cure period with respect to a default by Tenant under Section 12.5 or Section 12.6 shall be a period of fifteen (15) day. after Landlord gives Tenant written notice, the above stated thirty (30) day cure period being inapplicable to said Sections 12.5 and 12.6 hereof. No .uch reentry or taking pollsesllion of the Premillell by Landlord shall be con.trued as an election on Landlord's part to terminate this Lease, unless a written notice of such intention to terminate this Lease is given to Tenant or unless termination hereof is decreed by a court of competent jurisdiction. Notwithstanding any such reentry or taking of possession, Landlord may, at any time thereafter, elect to terminate this Lease for any previo~s' default. In the event that Landlord terminates this Lease or repossesses the Premises due to an Event of Default as aforesaid, Tenant shall (i) remain liable for all Rent and other obligations accruing up to the date of such repossession or termination, and (ii) be liable to Landlord for all costs incurred in connection with the reposse..ion and reletting of the Premises (including, without limitation, reasonable attorney and brokerage fees and any co.t. in connection with necessary repairs or remodeling to render the Premises suitable for reletting), and (iii) remain liable for the payment of all of the Fixed Minimum Rent and Additional Rent payable hereund.r for the balance of the unexpired term of this Lease in eff.ct a. of the date of the termination or repossession by Landlord. Landlord may bring .uits for such amounts or portions thereof, at any time or time. a. the .ame accrue or after the same have accrued, and no suit or recovery of any portion due hereunder shall be deemed a waiver of Landlord's right to collect all amounts to which Landlord is entitled hereunder, nor .hall the same .erve as any defense to any subsequent suit brought for any amount not theretofore reduced to judgment. In the event the Premises are relet by Landlord, Tenant shall be entitled to a credit against its rental obligation. hereunder in the amount of Rents received by Landlord from any .uch reletting of the premi.e. less any reasonable cost. incurred by Landlord (not previously reimbursed by Tenant) in connection with the repossession and reletting of the premi.e. (including, without limitation, rea.onable attorney.' fee., brokerage commi..ion., and any cost of repairs, alterations and improvements to the Premises. In the event of any termination of this Lease or reposse..ion of the Premi.es by Landlord as aforesaid, Landlord shall use reasonable effort. to relet the Pr.mi.... In such event, the listing of the premi.e. with Draper and Jtramer of Florida, Inc. or such other commercial broker as Landlord may d..ignate .hall be d.emed to be reasonable effort. to relet the Premi.e.. Landlord may relet the Premisell for a term or terms which may, at Landlord'. option, be equal to or les. than or exc.ed the period which would otherwi.e have con.tituted the balance of the term of this Lea.e. Landlord may grant .uch conce..ion. and free rent a. Landlord deem. necessary in connection with any .uch reletting. In addition, Landlord m.y lealle other vacant premise. before lea.ing the Premises hereunder a. long as the premis.. are fairly pre.ented and there are sound buslne.. reasons tor the prospective tenant to lease other vacant .pace in the Shopping Center including, without limitation, the independently expressed needs and requirements of the tenant. Landlord shall not, in any event, be required to pay Tenant any lIurplulI of any .um. received by Landlord on a reletting of the Premises in excess of the Rent provided in this Lease, but l!Iuch exceBB will reduce any accrued present or future obligations of Tenant hereunder. Subject to the notice and cure periods provided herein, Landlord IIhall have the right to exercise any and all other remedies available to Landlord, in connection with an Event of Default, at law or in equity, including, without limitation, injunctive relief. Except as otherwille set forth herein to the contrary, mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity. Except as otherwise lIet forth herein to the contrary, no remedy herein or otherwise conferred upon or reserved to Landlord .hall be con. ide red to exclude or suspend any other remedy but the same shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease to Landlord may be exercised from time to time and a. often as any occasion may arille or all may be deemed expedient. If Landlord terminate. this Lealie or t.rminate. T.nant right of po.....ion of the Premise. without t.rminating this Lease pur.uant to this Section 11.1, Landlord shall have the right, at any time, at its option, to require Tenant to pay to Landlord, on demand, as liquidated and agreed final damages in lieu of Tenant's liability set forth in item (iii) above for future payments of 25 F/546PLT/3 Rent, an &mount equal to the difference, discounted to the date of such demand at an annual rate or interel!lt equal to the then-current yield on actively traded U.s. Treasury bonds with ten (10) year maturities, as published in the Federal Reserve Statistical Release for the week prior to the date of such election, betwe.n (i) the Fixed Minimum Rent" and Additional Rent, which would have been payable from the date of such demand to the date when this Lease would have expired (it being conclusively presumed that no unexercised renewal options would have been taken), and (ii) the then fair rental value of the Premises for the s&me period. Upon payment of such liquidated and agreed final damages, Tenant shall be released from all further liability under this Lease wH.h respect to the period after the date of such payment. For all purposes ,of this paragraph Additional Rent shall include all expenses payable by Tenant pursuant to this Lease including, but not limited to, real estate taxes and common area charges. Notwithstanding the foregoing, if the Tenant ahall continue to timely pay Landlord on a monthly basis all rentals and charges due hereunder subsequent to Tenant's default, then Landlord shall not have the right to accelerate the rentals and charges due hereunder. Tenant waives any rights of redemption provided by law. If the Tenant's interest in this Lease be assigned, or i~ the Premises or any part ther.of be sublet, Landlord may, after d.fault by Tenant, terminate all Bublease, concesBionll or the like or may, at the option ',of Landlord, collect rent from the aBBignee or Bubtenant and apply the net amount collect.d to the rent due from Tenant. No l!Iuch collection IIhall b. deemed a waiv.r of the cov.nant herein against sale, transfer, mortgage, assignm.nt aild subletting or a releaae of Tenant from the performance of the covenant. herein contained. In the event of such default, Tenant h.reby as.igns the rent due from the subtenant or assignee to Landlord, and hereby authorizes such subtenant or assignee to pay the rent directly to Landlord. If Tenant fails to make any payment or perform any agreement or obligation on its part to be performed under this Lease, Landlord, in addition to all other remedies available to Landlord, shall have the right (but not the obligation) (i) if no emergency exist., to pay and/or perform the same after giving thirty (30) day.' notice to Tenant (10 days notice in the cas. of a monetary default) or such longer time a. may be reaaonably required because of the nature of the non-monetary default provided Tenant haa coawenced to cure within such thirty (30) day period and thereafter diligently pur.ues such cure to completion, and (ii) in any emergency situation (i..., a situation imposing imminent danger to per.ona or property), to perform the .ame iDDediately without notice or delay. For the purpose of rectifying Tenant'. defaults as aforesaid, Landlord shall have the right to enter the Premises. Tenant shall, within ten (10) days after written demand, re1mburae Landlord aa Additional Rent for the r.a.onabl. co.t. and expenBes incurr.d by Landlord in rectifying Tenant's d.fault. a. afor.Baid, including reasonable attorney.' fees and intereBt at the rat. .et forth in Section 12.25. Except for the negl~gence by Landlord or Landlord'. agent., employees, lic.n.... or invite.., Landlord shall not be liable or in any way responsible for any los., inconvenienc., annoyance, or damage resulting to Tenant or anyone holding under Tenant for any action taken by Landlord pursuant to thill Section. Any act or thing done by Landlord pursuant to this Section shall not constitute a waiver of any such default by Tenant or a waiver of any covenant, term or condition herein contained or the performance thereof. If the Tenant or a permitted sublessee ia op.rating the Premises pursuant to a franchise agreement and Landlord i. given written notice thereof, including the address of such franchisor, then Landlord shall give such franchisor a copy of any notice of default s.rved upon Tenant. Landlord further agrees that such franchisor shall have the same opportunity to cure any default, and the same time within which to effect such cure, as is available to the Tenant. Section 11.2 Holdover bv Tenant. In the event Tenant remains in possession of the Premises after the termination of this Lease without the written consent of Landlord, Tenant, at the option of Landlord, shall be deemed to be occupying the Premises as a tenant from month to month, at one hundred fifty percent (150\) of the Fixed Minimum Rent and at the same Additional Rent payable during the last month of the Lease Term, l!Iubject to all the other conditions, provisions and obligations of this Lease, insofar as 26 F/546PLT/3 the same are applicabl. to a month-to-month tenancy. Nothing in this section shall be construed to give Tenant the right to hold over after the expiration of this Lease, and Landlord may exercise any and all remedies at law or in equity to recover possession of the Premises. Section 11. 3 Effect of Waivers of Default. No failure by Landlord or Tenant to insi.t upon the strict performance of any covenant, agreement, term or condition of this Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance by Landlord of full or partial rent during the continuance of any breach by Tenant, shall constitute a waiver of any such breach ,.ot of such covenant, agreement, term or condition. No consent or waiver, express or implied, by Landlord or Tenant to or of any breach of any covenant, condition or duty of the other party hereto ahall be construed as a consent or waiver to or of any other breach of the same or any other covenant, condition or duty, unless in writing signed by the party against whom it is asserted. section 11.4 Landlord's Default. If Landlord ahall violate, neglect or fail to perform or observe any of the representations, covenants, provisions, or conditions contained in this Lease on its part to be performed or observed, which default continue. for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default;, or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time rea.onably necessary to cur. (provided Landlord must have und.rtaken procedur.s to cur. the default within such thirty (30) day period and thereafter diligently pursues such efforts to cure to completion), Tenant may, at its option (in addition to all oth.r rights and remedies provided Tenant at law, in .quity or her.under), upon written notice, incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and bill Landlord for the costs thereof. Notwithstanding the foregoing, if in Tenant's reasonable judgment, an emergency shall exist, T.nant may cur. such default without any prior notice to Landlord. Nothing herein shall b. construed as r.quiring T.nant to await the passage of thirty (30) day. be for. ae.king .quitable reli.f. The self-help option given in this Section is for the sole protection of Tenant, and its existence .hall not release Landlord from it. obligation to perform the terms, provisions, covenants and conditions herein provided to be performed by Landlord or d.priv. Tenant of any legal right. which it may have by reason of any .uch d.fault by Landlord. Notwithstanding anything to the contrary h.r.in contained, T.nant'. ..If-help rights to cure Landlord d.fault. shall be limited solely to the Protected Area. If the premi... or any part thereof ar. at any time subject to a first mortgage and Tenant is given written notice thereof, including the address of .uch mortgag.e, th.n Tenant shall give such mortgag.e a copy of any notice of default served upon Landlord. Tenant further agree. that such mortgagee shall have the same opportunity to cure any default, and the same time within which to effect such curing, as is available to the Landlord, and if necessary to cure such default, such mortgagee shall have acce.s to the Premises. ARTICLE 12 MISCELLANEOUS PROVISIONS Section 12.1 Notices from One partv to the other. Any notice, request, demand, consent, approval or other convnunication required or permitted under thi. L.... .hall b. in writing and .h.ll b. de.med to have b..n giv.n (a) if and when personally delivered or upon refusal to accept deliverYI or (b) when delivered by reputable courier service, e.g., Federal Bxpre.. with customary evidence of receipt or upon refusal to accept deliverYI or (c) when deposited with United States registered or certified mail, return receipt requested, postage prepaid, and addre..ed to a party at it. addre.. ..t forth b.low or to such other addre.s the party to receive .uch notic. may have de.ignated to all other partie. by ten (10) day. prior written notice in accordance herewith I IF TO LANDLORD, as set forth in Section 1.1.181 27 F/546PLT/3 WITH A COPY TO: Ruden, Barnett, McClosky, Smith, Schu.ter & Russell, P.A. 200 la.t Broward Boulevard Fort Lauderdale, Florida 33301 Attention: Peter L. Tunis, Esq. IF TO TENANT: "Pollo Tropical 7901 S.W. 67th Avenue, Suite 202 Miami, Florida 33143 Attention: Larry Harris WITH A COPY TO: Katz, Barron, Squitero & Faust, P.A. 2699 South Bayshore Drive Miami, Florida 33133 Attention: Howard L. Friedberq, Esq. Notice. shall also be deemed given if either party refuses delivery of a notice given in accordance with the terms of this Section. Section 12.2 Brokeraae. Landlord and Tenant acknowledge that the Broker(s), if any, whose name(s) appear in Section 1.1, has been retained by Landlord in connection with the Premises and this Lease, and Landlord hereby agrees that Landlord shall pay to the Broker(s) the total brokerage commission due and payable to the Broker pursuant to a separate agreement with such Broker ( s) . Section 12.3 Brokeraae Indemnities. Except as described in Section 12.2 hereof, Landlord and Tenant hereby represent and warrant, each to the other, that they have not disclosed this Lease or the subject matter hereof to, and have not otherwise dealt with, any broker, finder or any other person, firm, corporation or other legal entity so as to create any legal right or claim of whatsoever kind or nature for a commission or similar fee or compensation with respect to the Premises or this Lease. Landlord and Tenant hereby indemnify each other against, and agree to hold each other harmless from, any liability or claim (and all expenses, including attorneys' fees, incurred in defending any such claiJll or in enforcing this indemnity) for a real estate brokerage commission or si.Jllilar fee or compensation arising out of or in any way connected with any claimed dealings with the indemnitor and relating to the Premises or this Lease. The provisions of this Section shall survive the expiration or sooner termination of this Lease. Section 12.4 RelationehiD of the Parties. Nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as creating the relationship of principal and agent, or of partnerShip, or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent nor any other provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. Section 12.5 Subordination. Non-Disturbance and Attornment (a) On or before thirty (30) days from the date hereof, Landlord covenants to obtain from each lender the security for whoee loan encumbers the Premises (and each lesaor whose interest in the Premises is paramount to Landlord's ("Overlessor")) at the time of execution hereof, or at any time prior to the recordation of the memorandum of lease specified in Section 12.9 provided such memorandum of lease is recorded within thirty (30) day. after execution of this Lease, an executed nondisturbance agreement assuring Tenant that, notwithstanding any default by Landlord to the lender or Overlessor or any foreclo.ure or deed in lieu thereof (or Overle.sor's termination proceedings), Tenant' s rights under this Lease shall continue in full force and effect and its possession of the Premises shall remain undisturbed 28 F/546PLT/3 (including, without limitation, permission for insurance proceeds and eminent domain aw.rd. to be applied as required hereunder), except in accordance with the provision. of this Lease, so long as Tenant is not in default hereunder so as to permit L.... t.rmination. Such agreement(s) shall be substantially in form and cont.nt reasonably required by the lender and the OVerlessor. If Landlord breaches its obligation(s) hereunder Tenant may, as its sole remedy terminate this Lease by written notice to Landlord prior to Tenant commencing any construction or site work at the Premises. (b) Tenant shall, within fifteen (15) days after receipt of Landlord'. written request, subordinate this Lease in the future to any mortgage ,lien placed by Landlord upon the Premises, or the Shopping Center, with any Mortgagee, provided that such lender executes a nondisturbance agreement providing that if Tenant is not then in default under this Lease, this Lease shall not terminate as a result of the foreclosure of such lien, or conveyance in lieu thereof, and Tenant's rights under this Lease shall continue in full force and effect and its possession shall b. undisturbed, except in accordance with the provisions of this Lease. If Tenant fails to subordinate this Lease within fifteen (15) days after receipt of Landlord's written request, Landlord may make a second written request that Tenant subordinate this Lease as above provided and, if Tenant thereafter does not execute such subordination within ten (10) days .ft.r r.ceipt of' such second written request, such failure shall constitute an Event of Def.ult without the nece.sity .of Landlord giving Tenant any further notice of def.ult. T.nant will, upon request of the lienholder, b. . party to such .n agr.em.nt, and will agree that, if such lienholder succeeds to the interest of L.ndlord, Tenant will recognlze said lienholder (or succes.or in int.re.t of the lienholder) a. it. landlord under the terms of this Lea... Such agre.ment shall b. in form and content r.asonably acceptable to th. L.nder, Landlord and Tenant. Tenant further agree. that, at the option of the holder of any first mortgage, this Le.s. may be made superior to such first mortgag.. Section 12.6 EstODoel Certificates. Landlord and T.nant agr.e at any time and from time to time, upon not l.s. than fift.en (15) d.y. prior written request by either of them to th. other, to execut., acknowl.dge and d.liv.r to the requestinq party a statement in writinq certifyinq that thiB Lease is unmodifi.d and in full fore. .nd .ffect (or, if there h.v. been modific.tion., that the same i. in full force and effect a. modified, and st.tinq the modification.), and the Le.s. T.rm Coamencement o.t. .nd .xpiration of the Leas. T.rm, and the d.t. to which the rent.l .nd oth.r charg.. have been paid in advance, if any, and wh.th.r or not any viol.tion. are in .xist.nce as of the date of ..ld .tatem.nt, and any other factu.l matters regarding this L.... as may r...onably be so reque.ted, it b.ing int.nded th.t any such st.tement delivered pur.u.nt to this section 12.6 may be r.lied upon by .ny prospective purchaser of the fe., or l..sehold, or mortg.gee or ..signee of .ny mortg.g. upon the fee or l....hold interest in the premi.e., or by .ny ..sign.. of Tenant. Section 12.7 ADDlicabl. Law and Construction. This L.... .hall be governed by and construed in accordance with the laws of the State of Florida and, if .ny provision. of this Lea8e shall to any .xtent b. invalid, the remainder of this Lease shall not be affected th.reby. There are no oral or written agreements between Landlord and Tenant aff.cting this Lease. This Lease may b. amend.d only by instruments in writing .x.cut.d by Landlord and Tenant. Th. titl.. of th. several Articl.s and Section. cont.in.d herein are for convenience only and shall not b. con.idered in construing this Lea.e. Unless repugnant to the context, the words "Landlord" and "Tenant" .ppearing in this L.... sh.1l b. constru.d to me.n those nam.d ahov. .nd their respective heirs, personal representatives, administrators, successors and as.ign., .nd those claiming through or under them, respectively. Section 12.8 Bindina Effect of Lease. obligation. herein cont.ined, except .. provided, .h.l1 extend to, bind and inure to and th.ir r.spective heirs, personal successors and assigns. Th. covenants, .greements and herein otherwise .pecific.lly the benefit of the parties hereto representative., .dministrators, 29 F/546PLT/3 Section 12.9 Memorandum of Lease. This Lease shall not be recorded. However, a memorandum of this Lease in the form attached hereto as EXHIBIT E shall be executed, in recordable form, by both parties concurrently herewith and recorded by Tenant, at Tenant '. expense, with the official charged with recordation duties for the county in which the Premises is located, with directions that it be returned to Tenant. Promptly upon request of Landlord at any time after the termination of this Lease, Tenant agrees to execute an instrument in recordable form terminating the memorandum of this Lease. Tenant agrees to indemnify and hold Landlord harmless for all losses, costs or expense~ (including, without limitation, reasonable attorneys' fees) which may be in<;:urred by Landlord as a result of Tenant's breach of the terms of this Section.' Upon termination of this L~ase, Tenant agrees to execute any documents necessary to clear the title to the Premises and the Shopping Center of any restrictions and covenants created in this Lease. Section 12.10 Effect of Unavoidable Delavs. If either party to this Lease, as the result of any (i) strikes, lockout. or labor disputes, (ii) inability to obtain labor or materials or reasonable substitutes therefor, (iii) acts of God, governmental action, condemnation, civil commotion, fire or other casualty, or (iv) other condition. similar to those enumerated in this Section beyond the reasonable control of the party obligated to perform (other than failure to timely pay monies required to be paid under this Lease), fails punctually to perform any obligation on it. part to be performed under this Lease, then such failure shall be excused and not be a breach of this Lease by the party in question, but only to the extent occasioned by such event. Section 12.11 Waivers of Subroaation. Landlord and Tenant waive all rights to recover against each other or against the officers, directors, shareholders, partner., joint venturer., employees or agent. of each other, for any loss or damage arising from any cause covered by any all risk or other casualty insurance required to be carried by either party pursuant to this Lease or any other all risk or other casualty insurance actually carried by either of them. Landlord and Tenant will cause their respective insurers to issue appropriate waiver of subrogation right. endorsement. to all policie. of insurance carried in connection with the Shopping Center or the Premi.es or the contents of either of them. The term insurance as used in this Section 12.11 shall be treated as if there had been no deductibles and that the insurance provided for 100' of the replacement cost. Section 12.12 No Construction Aaalnst Precarer. This Lea.e has been prepared by Landlord and it. professional advi.or. and reviewed by Tenant and its professional advi.or.. Landlord, Tenant and their separate advisors believe that this Lea.e i. the product of their joint efforts, that it expresse. their agreement, and that it should not be interpreted in' favor of either Landlord or Tenant or against either Landlord or Tenant merely because of their efforts in its preparation. Section 12.13 Number and Gender. The terms "Landlord" and "Tenant," wherever used herein, shall be applicable to one or more persons, as the case may be, and the singular shall include the plural and the neuter .hall include the masculine and feminine and, if there be more than one, the obligations hereof shall be joint and several. Section 12.14 Execution of Lease bv Landlord. The submi.sion of this document for examination and negotiation does not constitute an offer to lease or a reservation of or option for, the Leased Premises and this document becomes effective and binding only upon the execution and delivery hereof by Landlord and by Tenant. Section 12.15 Procertv Hanaaer and Leasina Aaent. Draper and Kramer of Florida, Inc. i. the property manager and 1ea.inq aqent for the Shopping Center pursuant to a management and leasing aqreement with the Landlord. Tenant acknowledges that no representations by Draper and Kramer of Florida, Inc., understanding. or aqreement. have been made or relied upon in the makinq of this Lease other than those set forth in this Lease, and this Lease contains all representations, understandings and agreement. made with Tenant by Draper and Kramer of Florida, Inc. on behalf of the Landlord. No course or 30 F/546PLT/3 prior dealing. b.tween Tenant and Draper and Kramer of Florida, Inc. or their officer., employeee, agent. or affiliatee shall be relevant or admis.ible to supplement, explain or vary any of the terms of this Lease. Tenant agrees to look solely to the Landlord for the satisfaction of any judgment obtained by Tenant again.t Landlord or the Shopping center, subject to Section 12.30 herein. Neither Draper and Kramer of Florida, Inc. nor any of it. officers, directors, shareholders, employees or agents shall have any liability whatsoever with respect to any expenses, claims, liabilities, losses, judgments or damages, including reasonable attorneys I fees, arising directly or indirectly from any act, omission or breach by Landlord under this Lease. section 12.16 Radon Disclosure. In accordance with the requirements of Floridil 'Statutes Section 404.056(8), the following notice is hereby given to Tenant: RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient ~~antitie., may present health risks to persons who are exposed to it over time. Level. of radon that exceed federal and etate guidelines have been found in buildinge in Florida. Additional information regarding radon and radon te.ting may be obtained from your county Public Health Unit. Section 12.17 No EXDress or Implied Covenant of continuous Oceration. Except for Tenant's obligation to open a fully fixtured, staffed. and stocked PolIo Tropical restaurant for busin.ss to the public on or b.fore the Lea.. Term Commencement Date and to continuously conduct such bu.ines. therein throughout the f ir.t year of the Term (subject to excusable delay. a. 8et forth in Section 12.10, holiday., ca.ualty repair. and remodeling), nothing else set forth in thi. Lease shall be con.trued, in any manner what.oever, as an implied covenant of continuou. operation on the part of Tenant, and Landlord specifically acknowledge. that there i. no other covenant of continuous operation on the part of Tenant, expre.. or implied. In the event after the firet year of the Term Tenant cloee. it. .tore in the prami.e., 8uch closing shall not b. deemed to be an event of default hereunder, nor shall such closing relieve Tenant of any of it. liabilitie. or obligation. under this Leaee. I f Tenant cloeee its .tore in the pramiee. for ninety (90) or more consecutive day. (excepting temporary .tore clo.ing. on account of inventory, alteration., remodeling or re.toration work), then Landlord shall have the right to -recapture- the premi.e. and terminate thi. Lea.e by giving Tenant not lese than thirty (30) day. prior written notice, which notice may be given at any time prior to the premi.e. being reopened for bu.inee. to the public. In the event Landlord elect. to recapture the Premises and terminate this Lease a. above provided in thi. Section 12.17, Landlord .hall pay to Tenant, upon .uch termination, the -Recapture Amount- (ae defined in Section 9.2.6 hereof). The amount of the Recapture 1\mount shall be set forth in a written itemia.tion certified by an officer of Tenant. Landlord ehall have the right upon rea.onable prior notice to audit such cost. Sectlon 12.18 ~. Subject to governmental appz::oval, Landlord agree. that Tenant, at Tenant's sole cost and expense, shall be entitled to erect two (2) exterior building signs and one (1) free standing sign as more particularly de.cribed on EXHIBIT 0 hereof. The location of the Tenant'. free standing .ign shall be as shown on the Site Plan or in such other location a. shall be approved in writing by Landlord, such approval not to be unreaeonably withheld or delayed. All of the Tenant's signs .hall comply with all applicable lawe during the term hereof. Tenant, at ite sole cost and expenee, agreee to maintain all .uch .ignage in good condition and repair during the term hereof. Tenant shall not install any other exterior building .ign. or free standing signe or change it. exterior sign. or free standing sign without Landlord I s prior written consent, which consent shall not be unreallonably withheld or delayed. Tenant shall not use any flashing, rotating or moving signs or marker. of any type. Except as otherwi.e .hown on the Tenant'. Plan. approved by Landlord, no .ign shall extend above the height of the Building and there shall be no roof top .ign.. No sign. .hall be painted on the exterior .urface of the Premi.... Tenant shall not u.. .igns which are constructed or made of cloth material, paper or cardboard, except temporary promotional signs. Section 12.19 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly rent herein etipulated 8hall 31 be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent or other charge be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or other charge or pursue any other remedy provided herein by law. Section 12.20 No Landlord Subordination. Tenant acknowledges and agrees that Landlord shall not be obligated to subordinate its fee simple title to the Premises, the Shopping Center or any part thereof for any leasehold mortgage obtained by Tenant nor shall Landlord be required to join in any such leasehold mortgage. Section 12.21 Entire Aareement. This Lease and the exhibits attached hereto and forming a part thereof, as if fully .et forth herein, con.titute all covenants, promises, agreements, warranties or representation., conditions and under.tandings between Landlord and Tenant concerning the Premises and there are no covenants, promises, conditions or understandings, either oral or written, between them, other than are herein .et forth. Except a. herein otherwise provided, no subsequent alteration, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them. Section 12.22 Leaal Excenses. In the event that it shall become nece.sary for either Landlord or Tenant to employ the .ervice. of attorney. to enforce any of their respective right. under this Lease or to collect any sums due to them under this Lease or to remedy the breach of any covenant of this Lea.e on the part of the other to be kept or performed, the nonprevai1ing party (Tenant or Landlord as the case may be) shall pay to the prevailing party .uch reasonable fee as shall be charged by the prevailing party'. attorneys for such services at all trial and appellate level. and post-judgment proceedings and such prevailing party shall also have and recover from the nonprevai1ing party (Landlord or Tenant a. the ca.e may be) all other costs and expense. of .uch suit and any appeal thereof or with respect to any post-judgment proceedings. Section 12.23 Waiver of Jurv Trial. Landlord and Tenant each hereby waive. trial by jury in any action, proceeding or counterclaim brought by either party with respect to any matter arising out of or in any way connected with this Lease or the use and occupancy of the Premises. Section 12.24 Additional Rent. If any Additional Rent or other sum required to be paid by Tenant to Landlord under this Lease is not paid when due, then, for purpose. of enforcing any and all of Landlord'. right. under this Lease or which Landlord might otherwise have, any and all such sums shall, at Landlord'. option, be deemed additional rent due hereunder with Landlord having all of the rights and remedies which it would otherwise have for the nonpayment of rent by Tenant. Section 12. 2S Interest on Past Due Obliaations. Any amount due from either party to the other party hereunder that is not paid within ten (10) days after notice shall thereafter bear interest at the rate of two percent (2\) per annum in exces. of the from time to time publicly announced prime rate of interest established by Chemical Bank, H.A. of Hew York (or similar institution if such rate ceases to be published) from the due date until paid; provided, however, in no event shall such rate exceed the maximum non-usurious interest rate permitted under applicable law. Section 12.26 Guarantv. The payment of all rent. and charge., and the performance of all covenants of Tenant required by this Lease are guaranteed by El PolIo Tropical, Inc., a Florida corporation (the "Guarantor") pursuant to that certain Guaranty attached hereto and made a part hereof. Section 12.27 Time of the Essence. It is expressly agreed by Landlord and Tenant that time i. of the ....nce with re.pect to this Lea.e and .ach and every provi.ion hereof. Section 12.28 Counterparts. This Leas. may be signed in counterparts with the same force and effect as if all required .ignatures were contained in a .ingle, original instrument. 32 F/546PlT/3 Section 12.29 Transfer of Shoppina Center. In the event of the sale or other transf.r of Landlord's right, title and interest in the Premises or the Shopping cent.r (other than a transfer for security purposes only), Landlord shall transf.r and assign to such purchaser or transferee all amounts of pre-paid Fixed Minimum Rent and Additional Rent, and Landlord thereupon and without further act by either party hereto shall be released from all liability and obligations hereunder derived from this Lease arising out of any act, occurrence or omission relating to the Premises or this Lease occurring after the consummation of such sale or transfer. This Lease shall not be affect~d'by any such sale or other transfer and Tenant agrees to attorn to the purchaser or transferee provided that the transferee .hall in writing assume all of ' the cov.nants of Landlord cont.in.d in this L..... T.nant .hall have no right to terminate this Lease or to abate Rent nor to deduct from, nor set-off, nor counterclaim against Rent solely because of any sale or transfer (including, without limitation, any transfer for security purposes) by Landlord or its successor. or assigns. Section 12.30 Exculpation. Tenant shall look .olely to the e.tate and property of the Landlord in the land and building compri.ing the Shopping Center (including any income after payment of all operating expen.es, debt and taxes) for the collection of any judgment, or in connection wi"th any other judicial proces., requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the term., covenant. and conditions of this Lease to be observed and performed by Landlord and no other property or estates of Landlord shall be subject to levy, execution or other enforcement procedur.s for the satisfaction of Tenant'. remedies and rights under this Lease. If Landlord or any .ucce..or in intere.t shall be an individual, joint venture, tenancy in common, firm or partner.hip, general or limited, there shall be no personal liability on .uch individual or on the members of such joint venture, tenancy in common, firm or partner.hip, or on such joint v.nture, t.nancy in common, firm or p.rtn.r.hip, in r.spect to any of the covenants or conditions of this Lease. Section 12.31 Trade Fixtures and EauiPment. All tr.de fixtur.., equipment and oth.r per.on.l property of T.nant including, but not limit.d to all signs, ice machine., .oda fountains, fryers, grill.,_ to.st.r., freezers, walk-in cool.rs, tabl.., ch.irs, carp.ting, lighting fixture., f.n., hoods .nd other kitch.n .nd dining room equipment, oth.r th.n .quipment which i. utilized as a portion of the buildinq .y.tems, .h.ll be, remain and continue to be the property of T.n.nt and may be replaced or remov.d at .ny time during the term of this L...., .ubj.ct to the other t.rm. of this L....' provid.d, however, th.t such remov.l .hall not impair the .tructural integrity of the Building and Tenant .h.ll promptly repair any damage to the pr.mi... cau..d by such remov.l. L.ndlord .hall further acknowledge th.t .uch property i. personal property and .h.ll not constitut. . fixture or become . p.rt of the Premises. In no .v.nt .hall Tenant b. entitl.d to remove any plumbing, electrical, sprinkl.r, heating, ventilating or air conditioning equipment upon the termination of this L.a.e. Section 12.32 Improvements. Title to the Improvements and any r.pair., alteration., addition. or improvement. thereto .hall be ve.ted in and remain in Tenant at all times during the term of this Lease, including any renewal or extension thereof. Upon the expiration of this Lease, any extension or renewal hereof, or it. .ooner termination, title to the Improvement. shall automatically pa.s to and become vested in Landlord without paym.nt of any kind to Tenant, and Tenant shall, upon written reque.t of Landlord, execute such documents, bills of sale and the like as may be neces.ary to evidence the transfer of such title to Landlord. Section 12.33 Subordination of Landlord'. Lien. Provid.d th.t Tenant is current and in good st.nding of all obligations und.r the L.ase, Landlord agrees it will execute an agreement in reasonable form subordinating its Landlord's li.n to financing obtained by Tenant from institutional lender. (i.e., bank_ or s.ving_ and loan associations) in an amount not to exceed 80\ of the value of such personalty being financed with respect to Tenant's unattached per.onal property, trade fixtures and equipment (which was not otherwise paid for by Landlord, directly or indirectly), provided: (i) such institution lender shall agree that upon any default under such loan, such 33 F/546PLT/3 institutional lender will provide Landlord with written notice and 8hall provide Landlord the right, but not the obligation, to cure any such default within t.n (10) day. of receipt of notice of .uch default and any monies expended by Landlord shall be deemed Additional Rent hereunder, (ii) upon any termination of the Lea.e, such institutional lender shall be required to remove all of .uch fixtures and personal property and to restore any damage to the Premises caused by such removal (unless Landlord, at its exclusive option, desires to satisfy the prior lien of such institutional lender) and the failu~e to do 80 within ten (10) days after written demand by Landlord to such institutional lender shall be deemed an abandonment of such personal property by suc~ Institutional lender and Landlord shall be entitled to deal with such personalty free and clear of any security interest or any lien of such institutional lender. section 12.34 Mortaaaina of Leasehold Estate. If Tenant mortgage. it. leasehold estate in the Premises and the mortgagee .hall notify Landlord, in the manner provided for the giving of notice herein, of the .xecution of such mortgage and the name and plac. for service of notic. upon .uch mortgagee, then, in such event, Landlord agrees for the benefit of such mortgagee from time to tim.: ea) that Landlord will give to any such mortgagee .imultaneou.ly with service on Tenant a duplicate of any and all default notice. giv.n by Landlord to Tenant hereunder. Such default notice. .hall b. giv.n in a mann.r and b. subject to the t.rm. of the notice provi.ion. of this L.a... (b) that such mortgage. shall have the privilege of performing any and all of Tenant I. covenants under this Leas., of curing any default of Tenant or of exerci.ing any election, option or privilege conferred upon Tenant by the term. of this Lease; provided, howev.r, mortgagee .hall have the same opportunity to cure any default and the .ame time within which to effect .uch cur. a. i. .v.ilable to the T.n.nt without .ny .nl.rgem.nt or exten.ion thereof. (c) th.t Landlord .hall not t.rminat. this L.... or T.nant'. right of posses.ion for any d.fault of Tenant if, within the period of time within which Tenant might cur. .uch default under the provi.ion. of this L.a.., such mortgage. cure. .uch d.fault. (d) that no liability for the payment of rent or the performance of any of Tenant.. cov.nant. .nd agreement. .hall attach to or b. lmpo.ed upon any mortg.g_ unl... .uch mortgage. foreclo.e. it. intere.t and becom.s the Tenant und.r this L.a.. or .uch mortgage. enter. upon or take. po.....ion of the Premi.... ARTICLE 13. INSURANCE Section 13.1 (a) Commencing on' the date that Tenant .nter. upon the Premi.e. and throughout the Lea.. Term, Tenant, at it. own co.t, .hall provide and cause to b. maintain.d comprehen.iv. general liability in.uranc. again.t claims for bodily injury, death or prop.rty damage with re.pect to the Premise., such insurance to afford minimum protection of not le.s than Two Million Dollars ($2,000,000) combined .ingle limit coverage per occurrence for bodily injury, death or property damage. (b) Tenant .hall, at it. own co.t, maintain at all time. an all risk policy insuring again.t any damage to the Improvement.. Such in.urance shall b. in the amount of the full r.placement co.t of .uch Improv.ment., .xclusive of the co.t of foundations, excavation. and footing.. Such policy shall provide that any loss shall be adju.ted by and b. di.burs.d in accordanc. with the provi.ion. of, and for the purpose. set forth in, Article 10 h.reof. ec) Tenant, at its expense, shall obtain and maintain insurance covering all of the interior lea.ehold improvement. made to the premis.s, heating, ventilation and air conditioning equipm.nt and damage r.sulting therefrom, alterations, additions or improvement. permitted und.r this Lease, trade fixtures, merchandise and personal property from time to time in, on or upon the Premise., in an amount not Ie.. than eighty percent (80') of the full 34 F/546PLTI3 replacement value from time to time during the term of this Lease, providing protection again.t any peril included within the classification "Fire and Extended cov.rag.," together with insurance against sprinkler damage, vandalism and malicious mischief, and water damage (from roof leakage, ground water, or otherwise). Tenant agrees to carry such insurance, it being expressly understood and agreed that none of the items to be insured by Tenant hereunder shall be insured by Landlord, nor shall Landlord be required to reinstall, reconstruct or repair any of such items. Any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed, unless this Lease shall cease and terminate under the provision of Article 10 hereof. (d) Tenant shall required by law, worker's amounts required by "law. maintain at its compensation or own cost if and to the extent similar insurance in form and (e) Tenant shall maintain during the period of the the Improvements, at its expense, a policy of broad form Insurance providing all-risk coverage with limits of coverage to be determined by Tenant in its reasonable discretion. construction of Builder's Risk and deductibllils (f) Throughout the Lease Term Landlord shall provide and cause to be maintained comprehensive general liability insurance against claim. for bodily injury, death or property damage with respect to the Conmon Area. of the Shopping Center, such insurance to afford minimum protection of not less than Two Killion Dollar. ($2,000,000) combined single limit coverage per occurrence for bodily injury, death or property damage. Tenant'. pro rata share of the public liability insurance Landlord is required to carry under this subparagraph (f) .hall be included in Tenant'. pro rata share of Common Area Op.rating Expen.... (g) Landlord .hall maintain r.plac.ment co.t fire and extended coverage in.urance and flood insurance (if required and available at a reasonable rate) on the COllUlon Areas of the Shopping Center (exclusive of buildings) in such amount. a. Landlord'. mortgagee. shall require. Such insurance .hall be maintained at the expense of Landlord (to b. r.imbursed by Tenant a. part of COIDIIOn Area Operating Expense.) and payment. for losses thereunder shall be mad. solely to Landlord or the Mortgage.. of Landlord a. their interest. .hall appear. (h) Intentionally Omitted. (i) If at any time Tenant shall sell or serve alcoholic beverages in, at or tr~ the premi.e., Tenant shall at all time. during the term hereof at its sol. coet and expense maintain in effect a policy Or policies of insurance in.uring Landlord (a. an additionally named in.ured) and Tenant against 10.., cost, or expen.e by reason of bodily injury or property damage for which Landlord and/or Tenant may be held liable by or becau.e of the violation of any statute, ordinance or regulation pertaining to the sale, gift, distribution, or use of any alcoholic beverage, by reason of the selling, serving, or giving of any alcoholic beverage to a minor or to a person under the influence of alcohol or which causes or contributes to the intoxication of any person, or as a person or organization engaged in the business of manufacturing, distributing, selling or serving alcoholic beverages, or as an owner or lessor of the premise. used for such purposes. The liquor liability insurance shall be written with minimum limits of coverage a. reasonably required by Landlord from time to time, but not less than One Killion Dollars ($1,000,000.00) per occurrence. 13.2 All insurance provided for in this Article shall be effected under policies i.sued by insurers which are licensed to do business in the State of Florida and rated AzVII or a comparable national rating organization. Each party shall on request provide to the other party originals or true copies or certificates of the policies. Tenant shall provide to Landlord a certificate of insurance of all policies procured by Tenant in compliance with its obligations under this Lease prior to Tenant entering into posse.sion of the Premises and at least fifteen (15) days prior to any renewal date of such policies. Neither the issuance of any insurance policy required under this Lease nor the minimum limit specified herein shall be deemed to limit or 35 F/546PlTI3 restr ict in any way either party's liability arising under or out of this Lease. In the event that Tenant shall fail to provide the insurance required hereunder, or shall fail to pay the premiums when due, the Landlord shall have the right, upon not less than ten (10) daYII prior written notice, to caulle such insuranc. to be illsued and to pay the reasonable premiums therefor, or any premiums in default, and to immediately collect same together with interest on the amount of such premiums from the date of payment by Landlord until the date of repayment by Tenant at the rate set forth in Section 12.25. All policies of insurance required to be carried by either party hereunder must contain a provision that the company writing said policy will give the other paFty thirty (30) days notice in writing in advance of any cancellation or lap~e or material change in coverage. 13~3 All policies of insurance provided for under this Article shall name Landlord and Tenant as insured &s their interests may appear and any Mortgagee pursuant to a standard mortgagee clause, subject in all respects to the terms of this Lease. 13.4 Any insurance provided for in this Article to be maint.ined by either party may be effected by a blanket policy or policies of insurance, or under so-called "all ri.k" or "multi-peril" insurance policies, provided that the amount of the total insurance available shall be at least th,e protection equivalent to separate policies in the amounts herein required, and provided further th.t in all other respects, any such policy or policies sh.ll comply with the provisions of this Article. An increased cover.ge or "umbrella policy" m.y be provided .nd utilized by either p.rty to incr.... the cover.;e provided by individu.l or blanket policies in lower amount., and the .ggreg.te liabilities provided by all such policiell IIhall be satisfactory provided they otherwise comply with the provisions of this Article. In .ny such c.se, it shall not be nec.s..ry for either p.rty to deliver the original ot any such bl.nket policy to the other party or any In.titution.l First Mortg.gee, so long as such other party is furnished with . certific.te or duplic.te of such policy reasonably acceptable to such party upon request. 13.5 L.ndlord sh.ll cooper.te fully with Ten.nt in order to obtain the largest possible recovery and execute any and all reasonable consents and other reasonable instruments and take all other rea.onable actions n.cessary or de.irable to .ffectuate the lIame and to caus. such proceeds to be paid as hereinbefore provided and if Landlord has .tt.ct.d polici.. of in.urance providing concurr.nt cov.rage with Tenant'. insurance then such insur.nce furnished by Landlord shall be regarded a. exce.. and Tenant's insurance .s prim.ry to the .xt.nt that Landlord'. in.uranc. shall not provide for the payment of 10.. until T.n.nt's insurance has been exhaullted or in situations where Tenant r. insurance has been exhausted or in situations where Tenant' II insuranc. doe. not provide for' coverage ot loss. Th. exist.nc. of exc.ss insurance IIhall not r.duce the protection or the payment to be made under Tenant's insurance. ARTICLE 14. LANDLORD RESTRICTIVE COVENANT Section 14.1 Tenant Exclusive. (a) Landlord covenants and agrees that so long as a fast food restaurant primarily engaged in the sal. of chicken menu items has not ceased to be operating in the Premises for a continuous period in excess of six (6) months (excepting any periods during which remodeling or restoration work is being conducted with due diligence) Landlord shall not permit any occupant, lessee or grantee of any portion of the Shopping Center, other than Tenant, to be operate as a fast food sit down or take-out re.taurant primarily engaged in the sale of chicken menu item.. (b) Notwithstanding anything to the contrary herein contained, the provillion. of Section 14.1(a) above IIhall not apply tOI (i) Chili'lI, Inc., it. .ubtenants, licen.ee., concellsionaire., succe.sor. and a.sign. so long as the le..e between Landlord and chili's Inc. rem.in. in full force and effect (.. such 1.... may be amended, modified or renewed from time to time, and (ii) any occupant of the Shopping Center occupying at leallt 20,000 llquare feet of l.asable area in the Shopping Center and its .ubtenants, licensee. and conc...ionaire.. 36 F/546PLT 13 Section 14.2 Prohibited Uses. Landlord covenant II and agreell that no portion of the Shopping Center shall be used or occupied as a bingo hall or a place of public a.sembly; bowling alley; religious facility; for residential purpose., for indu.trial purposes; salell of automobilell or other vehiclell, bar serving alcoholic beverages (except as an incident to a full kitchen restaurant operation); funeral parlor; massage parlor; discotheque; dance hall; skating rink; off-track betting establishment; so-called "flsa markst"; manufacturing facility; coin operated laundry; school or vocational place of instruction or any other operation catering primarily to IItudents or trainees rather than to customerll (including, without limitation, trade school, training '. school and beauty school); adult book store or store selling or exhibittnq pornographic materialll. Tsnant shall not use the Premises for any of the 'aforesaid Prohibited Uses. No portion of the Shopping Center shall be used or occupied for other than retail businesses, financial institutions, service businesses and professional offices and related facilitiell and common areas customarily located in strip shopping center. of lIimilar .ize and nature in Palm Beach County, Florida. Section 14.3 Remedv. Landlord covenant. that in the event of a violation of Section 14.1 or Section 14.2 (a) above, Landlord will promptly and expeditiou.ly a. po.sible, after notice, take any and all .teplI nece.sary to terminate such violation; provided, however, that Tenant .hall defend, indemnify and hold Landlord harmless from and again.t any liability under Federal or State antitrust or unfair trade practice law. or any other law. brought by a governmental officer or private party which conte.t the validity or legality of the Tenant'. exclusive incurred by Landlord by rea.on or enforcing the Tenant'. exclusive contained in Section 14.1 hereof a. well a. from and again.t all expen.e. and liabilities incurred in connection with any such claim or any action or proceeding brought thereon (inCluding, by way of example rather than of limitation, the fee. of attorney., litigation expen.es, investigations and experts), all regardless of whether such claim i. a.serted before or after the expiration of the term or any earlier termination of thi. Lease. In addition, in the event of a violation of Section 14.1 or Section 14.2(a), Tenant .hall be afforded all remedies now or hereafter provided at law, in equity and hereunder including, without limitation, the right to injunctive relief and damage.. IN WITNESS WHEREOF, the partie. have executed this in.trument under .eal the day and year fir.t above written. Signed, .ealed and delivered in the pre.ence ofl LANDLORD I VSB, LTD., a Florida limited partnership By: an rk TENANT: EL POLLO BOYNTON, INC., a Florida corporation Itsl ~ ~'\~l fl\J-1, fRf;5 J D~ 1-/,<;; h J BYI Datel 37 F /546PLT /3 EXHI BIT A SHOPPING CENTER LEG~ DESCRIPTION ^ parcel of land lyin9 in Section 17. Township 45 South Ran e 43 East, ,palm Beach County, Florida, said land being more pa~t1cuYarlY described as follow.: Commencing at the West Quarter corner of Section 1" Township 45 Sou th ~ Ra.nge 43 Ea.! t; thence wl th a b.ar 1ng ot Nor"eh 89 de9re.- 08 ll1iriutes 49 seconds East. alonq the Ease-Wese Quarter 11ne ot Section 17, a distance of 50.05 teet to a point on the East right of way line of Congress Ave.: thence with a bearinq of South 1 deqree 44 minute. 39 seconds We.t, 510n9 the E..t riqht ot way line of Conqrpss Ave., a distance of 70.07 feet to a point: thence with a bearinq of, Horth 89 degrees 08 minute. 49 second. East, alonq a line 1rinq 70.00 feet South of and parallel to the East-West Quarter line of Section 17, a diltanc. of 10.01 fftlt to the point of Beginninq; thttnc. continue with a bearinq of North 89 degree. 08 minut.es 49 second. Ea.e, alon9' a ,line lyinq 10.00 feet South of and parallel to the East-We.t Quarter line of Section 17, said line also bein9 the South line 'of take Wor.th Drainag. District, Lateral Canal No. 21, a. recorded in Official Record' Book 1132, . Page 612 of the Public Record. of Pe1.Jll Seach County, Florida, a'~~distance ot 718.22 fee~ to a point:' thence with a bearln9 of Sout~ 1 de9r.. 44 minute. 39 .econd. We.t, a di.tanc. ot 311.38 feet td. a point' thence with a bearin9 ot South 89 deqree. 08 minute. 49 second. We.t, a di.tanc. of 692.06 feet: thence with a bearin9 of North 44 de9r..' 33 a1nute. 16 seconds West, a distance of 36.15 feet to a point: on the za.t: riqht of way 1 ine ot Conqr.'1 :Jl.ve.: thence with a bearln, of North 1 deqree 44 minute. 39 seconds East, a distance ot 285.22 teet: more or less to the point of Se91nnin9'. _. TOGETHER WITH, A parcel of land iyln, in Section 11, Town.hlp 45 South, Ranq. 43 East, Pat. Beach C~unty, Florida, .aid land beln, more particularly described a. follow.. . ! Conunencin9 a~ th.:.' We.t Quart.r corner of ge"10D 11, Township 4 5 South, Raa,. 43 EA.t, th.nce with a bearin, of North 89 deqrees 08 minute. 4' .eeoneS. Ea.t, alon, the !..t.-Ke.~ QUarter line of Section 1" . diltance of 50.05 fee~ to a poin~ on the Ea.t right ot way line of Con,re.. ~ve., thence with a bea~in, of South 1 deqree 44 IIlnute. 3' .econeS. We.t, alon, the !a.~rlqht of way line of Conqresl :~ve., . diltance of 10.01 fe.t, thence with a bearin, of North ~89 de9r..' 08 minute. 49 ..coneS. u.t, alonq a line 1y1n9 70.00 teet South of and parallel to the East-west Quarter line of Section 17, sai4 line al.o beln9 the South line of Lake Worth Orainage Di.trict Lateral Canal No. 21, a. r.corded in otticial Record Book 1732, P&ge 612, of the Public Record. of Palm Beach County, Florida, a distance of 10.01 teet to a point: thence with a bearinq of South 1 deqr.e 44 minut.. 39 .econdl wes,t r a rH ~...,.~c:. of 415.35 teet to the point of ee,lnnin9' thenc., ,Wl th a. bearin9 of North 4'5 d.qr.... 26 minutQQ ~~ @@c:ond. hit, a dlstanCe ot 34.55 teet: thence with a bearin, of North 89 de,ree. 08 minu~es 49 secondl East, a distance of 694.3) teet' thence with a bearlnq ,ot South 1 d.qre. 44 minut.. 39 seconeS. w..t, a distan7e of 795.54 teet' thence with. b.arin9' of South " de,re.' 04 mlnu~es 32 second. We.t, ~ distance of 692.01 te.t, thence with a bearlnq ot North 44 deqre.. 35 minut.. 24 second. Welt, a distanc. of 36.17 feet: th.nc. wi th a bearin9 of North 1 deqr.e "4 minute 5 39 seconds East., a distanc. o! 746.3& te.t. more or less to the point. of Beqinnin9. EXHIBIT A-I PREMISES LEGAL DESCRIPTION TO DE SUPPLIED DY LANDLORD WITH THIRTY (30) DAYS FROM THE DATE OF SITE PLAN APPRO V AL. f-.' \ EXHIBIT B SHOPPING CENTER SITE PLAN PLA T or DOS LAGOS, P.U,D. o i j ,,--" .... ,..... ---- ,1 ~'IIIII U ~ "' !il' U II '" IITIT' .. 111 '~ iJ'!-'-'l~J~l-~~il!!~jjfU 1';1 8 . "'~ QIJ.rlll,ifflTlliiiiF _ !lll .;11 il'lr""3"1"Ylohl"I,fi ~f ~ _ 0'( ,:.';, . ~O""" = )..:?" I""+'P 1 '.- ~ Ii ! ~ -:; "~,, --, <il C . [ 'iY.' ;" ,.. :' q 'II~,I-- '" _ ..... i A r'l . ~, .. "',':= I I I " _ it.. , "...'::. W' · ~ ( <:> )> rrl...... 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" ,', EXHIBIT C LEASE TERM COMMENCEMENT DATE ACKNOWLEDGEMENT THIS LEASK TERM COMMENCEMENT DATE ACKNOWLEDGMENT is made this _____ day of 199 by and between VSS, LTD., a Florida corporation ("Landlord"), and EL POLLO BOYNTON, INC., a Florida corporation ("Tenant"). WHEREAS, Landlord and Tenant have entered into a Lease dated 1993 ("Lease"); WHEREAS, the Lease Term Commencement Date, as described in Section 2.3 thereaf, is dependent upon the occurrence of certain events; and WHEREAS, those certain events have occurred and Landlord and Tenant now desire to specify the Lease Term Commencement Date for purposes of establishing the term of the Lease. NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which i. hereby acknowl- edged, Landlord and Tenant warrant and represent each to the other as follows: 1. The Lease Term Commencement Date is , 199 2. The Expiration Date , 20 of the initial twenty (20) year term i. subject to exteneion a. provided for in section 2.4. IN WITNESS WHEREOF, Landlord and Tenant do hereby execute this Agreement under seal on the day and year first above written. LANDLORD: VSB, LTD., a Florida limited partnership By: Draper and Kramer Incorporated, an Illinoi. corporation, General Partner By: (SEAL) Its: TENANT I EL POLLO BOYNTON, corporation INe. , a Florida By: (SEAL) Its: F/546PLT-42/3 EXHIBIT 0 TENANT'S SIGN EXHIBIT . ""J',', ",:.' .:,.... -,:""':~.,- \,. .. '. I': I.... . . ',~.._ ..'.,' . .~ ':'.: .I::' : ~ I ~ " . " I . .' -~l ,4 . . . , , ~on:: IN1'E~NAllY LIT C HA.'-INtL LEn E R S W/' ~ECESSED 'LUOR[Sct~T STnIP IN MOV"'!. FunNISH~O a INSTALL BY SGN CONTRAC10/\ , . 1'0((0 ;roPicat. . lSIGN UNDtA . SEPAAA~ PE"MtT t I to , \b 0.. " o' << , .. I --- + j i t ~ -., I 4'11 .~: I .., - ' I t; SPRAYED STUCCO . ( PEACH) ':" " ~ .~ '" ~ , . o , 'J.I~ . ~ . . . , ~( ',. . .., 3 w " '0 0 . f N ~ ~l~ 10";:\-;1 If ="~-~r . , I .. n~::.&:;'l. NI. o , . t' W10! .~' " . SHOOTH , IN" em 8 TVCCO '" l!J S4NO . 0 . .' (WHIT l J , ,. . , " .t. . . .. . , ~[. . . ~ ~ ~e: i~" . I~ i"o 9" . ,. -~........ ... . G',O" IZ~O" TYPICAL TOYv' e: R SCALE V4 u . ''..0. ... L&IITt"'t tl flU . \D ~! '. 9. '1~9'" j rr' lc. I u~;~ ELEVA-l-'ON ~{.-.~ I I I .L C'lt-= . 'r . . z , f I I I I I I It: I! ,)C . ./" ~ct t . . :0. I ~i'S ~ , I~ ......'= ... - I I", 10'0 -I~ IC- ( I I Ld J:c.' , \ ;, '0 '. .; ...- f. -' .'--"-"''''~:=:''':'.. ~. .. nAljl'~ , . " -....~ ...... Ill' Theu d,~...I"QI ,nd cep'tl ';""0' 'urnlsIJrd by tht .n:hllect 'r, hI. p.tP'frly 'hey Irf r>o' to b, IISC:1 t>I1 e'her ",r" ."d 1'1 '0 b. re:""~"'DOn ..,...-::V ~Ii'" ~ , r.lr'\ 1 . , . '. . ~..... r" "t-- ,...~ ~ ,.. pri ~ t-.. r- I<'" ~ '"t~ ......t-(-~ ;/ ~ ,... r;"'I ~ . .' :'.ponotrop;cai: , . , .1' I . . . . , ' .~ ..: . . . ", :~ .~. ',A ' I' .. ~u~ ~"... '- . . . . .' , 0 . f . . ." . 0' " " Ie.' .....:' ',' . . '. :... '. . ' . ';.,....... ,. ,..' r' ,..... ,;.. ,,..' '......:,... 1"':",.... ... '\ ~I ~: , M. J: ~."I" . " . " ('. .. , . . ! '. . ;.. ,:,:..: r ,.. ,.. " . - .' " '. I. :'.. l' \, I I SMOOTH FIN, ~ . . . '" .' . I' I It . .~.. j" . . . . .1. . , . , .' . . . . ~ , FlN. 1- ~~. . .~ -, " . . . .. .. . . . -- .' ',.". . t . ,"';",..,.. ,.. ~ I'- ,.. ,.. ,... r"" ,.. ~ .... lO"'O .... ~ .... 11'0o !~AAYEO S'Tvce~ (.PE,AC H) ,',,' ~" , . . ~ l. H~:7\ . '~~:.r. T' , '~" '. . . . -.. ' . , '. .. , . " . . , ~t.W. V --..,.-, 0 ...J '14r~ .. \ '..0" ,.. . . .....( -:- . ~ ' I ..'. . . S"MOOTH . '" .' !lTUCCO . '" . . .IWHITE J ., t . , ". . . .A. . . . -!... " " of . . , ' . . .. . . . . "'. " ~'. ~ ' or ; -:-....... I'~ . . . C:::J .' . . . '. ~PE/ , . WHI=E ALUt.!, J~ '., .' / . ..: .. "\6;W:~T,..,~'e~N~".' , SMOOTH FINIS" . .ITlf".CALJ _~ _ , . , , t , , . . . to--... ~",., ~~: .,\:';'.~:~ ...... ~ .~~~.:..~. ':,.7 ~"':-'~.'~.; ~r: 1:' :;, :.......~,7...;~...:,-.' ~'.':':.~;.:: :. ;.:;:~:tlr.'. '.... :.....,~,.~~~.... r .-.~'~.:r\ ::/ ".~:..:...~r:-'~:~' '~'fl-;O:~..-.. .:.....:r.... f .~..; ...- ~~ ,..,~ ..:-1~r"'\ ,.. ~~ ............;- ~ ~ r;: ~~.... ~ F' ... f"" ~ :~ r"' L.O ~, "'-.-r~ P""l r ,., ,..' ',... , n~ ". .':. r . r . . . .. 'I, . I .~ . . . tOO . , , I. , , . . I . , .' . " , ",' . . . ",.. 'oo, " , '1 " ." . " ... 'III. " .. " , '. . / fQllo:~1jtoPica(' , ',' . , I' . ~. ,,' , ' " ,:' " '06:'1$: :"":"::, "";. :':, :. ':. I ' , _ ,.- . . . '!. rll~ :. :. . :::." . -':.'; 'hI ).:.: . .. ..,. " ~ ."" Iv...r,.( ,'.~' J"'" ,. '- '~'l " F't , ". ' : \. , ,... . , . , . . , , . . .. . . . . . i -:-:- .~.~. '. ....- ...:..... -..-,;.... ;;"""""~";6~" ",.:.-.1' ....'~,.... r.. rf, ;..., ".., .-:"' r:' p. ~ 1. ~ J " . . .,.. . . ~ , "'~""19 lR,.. ""~~""',.. ,...~ '" I'"'l I"'" P"l .... 1""'1 pq ~ lO"I ~ ~ r>' , , . , . :f: I ,... r"" ,.. .... ... 1""1 I="": ,.. ... ... ,.. .... r. ,... P'"' , , . . . ..,'. . ,;:" . . . '. 1-' . . . . I " ..1...., . - .. '.. '" .f _ j I I ~ . . 10TH FIN.~ :CO ). _ .. 7 :>. L _ In,.' - " ..-- .. .. . ........ . , , ' , . . . ..L_ .- ---......... ._, L r , .'0 ...... , , , . I . . , '. .... If " f . " . . , . , I , , ., /-" . ~: ,:-;;3 "'?/ "1' A!(/ /<. f33 H~- ../ ./ ., I l~' .~'~', '.' ,,1_. I ' .. .. . , ''', ", ".. .', ./ "'" ~l~/ . , . \ .,,:, ~ C " :. ~. H" , . f-' ; -! . ~ . , , I I I f I . . . , , .' 4 , .--- -. I. " . . . , " ", , " -----4:~: . . . . . --- . . . '.' . r I ~:~--=t . , , It ___ -- , . 't i We:ST ELEVATION .. SCA.l.E: 1/-4". 1'-0" - ISSUED f:OR F'r P.MIT _ ISSUED FOR BIDDING 0 ' ISSUED 'OR CONSTRvC'; ~a _ chec~.d h-J ,.. dlte ., .,- N.M.R, proJlot IIIMb,r r'~- ,. I' :-- I - , r :~ "- ~ ~ ....... ~ EXHIBIT E MEMORANDUM or LEASE ("Memorandum") made as of the Iq day and between EL POLLO BOYNTON, INC., a Florida VS8, LTD., a Florida limited partnership _~ MEMORANDUM OF LEASE of ~' 1993, by corporation (" enant"), and ( "Landlord" ) . WITNESSETH: 1. Premises. Landlord and Tenant have entered into a lease ("Lease") dated 1993 for that certain real property lying, being and situate in Palm Beach County, Florida, together with the building containing approximately 3650 square fe.t to be erected thereon ("premis.s"). The Premises are part of a shopping cent.r known as "The Shoppes of Boynton," which shopping center is located on that certain r.al property lying, being and situate in Palm Beach County, Florida, more particularly described on Exhibit A attached her.to and mad. a part hereof ("Shopping center"). Th. boundari.s and location of the premis.. ar. cross-hatch.d on the diagram of the Shopping Center attached her.to and mad. a part h.reof a. Exhibit B ("Sit. Plan"). 2. Term and Renewal oDtions. Th. t.rm of the L.a.. is for tw.nty (20) year.. Wh.n the exact comm.ncement and t.rmination dat.. of the initial term of the L.... .r. d.t.rmin.d, the parti.. .gr.. to .x.cut. a r.cordabl. supplement to this Memorandum which will s.t forth .uch dat... If the Leas. i. still in full forc. and .ff.ct, and if T.nant shall not be in d.fault und.r the t.rms of the L.ae., Tenant shall have four (4) successive five (5) year option. of exten.ion. 3. Certain Re.trictionsl The Lease contain. the following provisions I A. Tenant Exclusive. Landlord covenant. and agrees that so long a. a fa.t food re.taurant primarily engaged in the sale of chick.n m.nu items has not cea.ed to be operating in the Premises for a continuous period in exc.es of six (6) month. (excepting any period. during which remodeling or restoration work i. b.ing conduct.d with due dilig.nce) Landlord shall not permit any oaobpant, 1..... or grant.. of any portion of the Shopping C.nter, other than ~Dant, to be operate a. a fa.t food .it down or take-out restaurant primarily .ngaged in the sal. of chicken menu item.. Notwithstanding anything to the contrary herein contained, the provision. of S.ction 3.A above shall not apply tOI (i) Chili'., Inc., its subtenants, lic.n...., concessionaires, succes.or. and a.sign. so long as the lease betw.en Landlord and Chili's Inc. remain. in full force and effect (as such l.ase may be amended, modified or renewed from time to time, and (ii) any occupant of the Shopping Center occupying at lea.t 20,000 square feet of leasable area in the Shopping Centsr and its subtenants, licens.es and concessionair.s. B. Prohibi ted Uses. Landlord cov.nants and agr..s that no portion of the Shopping cent.r shall be u..d or occupied as a bingo hall or a plac. of public assembly, bowling alley; religious facility, for r.sidential purpos.s; for industrial purposes, sal.s of automobil.s or other v.hicles, bar serving alcoholic b.verage. (exc.pt as an incid.nt to a full kitchen restaurant operation), fun.ral parlor; massage parlor, discoth.que, dance hall; skating rink, off-track betting establishment, so-called "flea market"; manufacturing facility, coin operated laundry, school or vocational place of instruction or any other operation catering primarily to stud.nt. or trainees rather than to customers (including, without limitation, trade school, training school and b.auty school) I adult book store or store ..lling or exhibiting pornographic mat.rial.. T.nant .hall not us. the premis.s for any F/546PlT-44/3 of the .for..aid Prohibit.d Us... No portion of the Shopping C.nt.r .h.ll be u..d or occupi.d for oth.r th.n r.t.il bu.in....., fin.nci.l in.titutions, s.rvic. bu.in..... and profe..ional offic.. and r.lat.d f.ciliti.. and common areas cu.tomarily loc.ted in strip shopping center. of .imil.r .ize and nature in Palm Beach County, Florid.. 4. Lien.. Ten.nt .hall nev.r, under any circumst.nc.s, have the pow.r to subject the int.rest of Landlord in the Premises or the Shopping Center to any mechanic.' or materialmen'. lien. of any kind. In ord.r to comply with the provision. of s.ction 713.10, Florida Statutes,' it i. sp.cifically provid.d th.t n.ith.r T.nant nor .nyone claiming \ by, through or und.r Tenant, including, but not limit.d to, contractor., subcontractor., materialmen, m.chanics .nd labor.r., .hall have any right to f il. or place any m.chanics' or mat.rialmen'. lien. of any kind what.oev.r upon the pr.mise., the Shopping C.nt.r or improv.m.nts thereon, any .uch liens are hereby specifically prohibit.d. All partie. with whom T.n.nt m.y deal are put on notic. th.t T.nant h.. no pow.r to .ubject Landlord'. int.r..t to any m.chanic.' or materialm.n'. li.n of any kind or char.cter, and .11 8uch persons 80 dealing with T.n.nt mU8t look 801.1y to the cr.dit of T.n.nt, .nd not to Landlord'. int.r..t or a...t.. s. Incornoration of Lease. Thi. M.morandum i. for informational purpose. only and nothing cont.ined herein .hall b. d.em.d to in any way modify or otherwi.. aff.ct any of the t.rm. and condition. of the Le..., th. term. of which are incorporated h.rein by ref.rence. Thi. in.tru.ment i. merely a memorandum of the Le... and i. .ubject to .11 of the t.rm., provision. and condition. of the L..... In the .vent of any incon.i.tency between the t.rm. of the L.... and this in.tru.ment, the term. of the Lea.e sh.ll prevail. 6. Bindina Effect. The right. .nd obligation. ..t forth h.r.in .hall b. binding upon and inure to the benefit of the partie. hereto and th.ir re.pective heir., per.onal r.pr..entativ.., .ucc...or. and a..ign.. IN WITNESS WHEREOF, the partie. have .xecut.d this Memorandum of L.... a. of the day and y..r fir.t above written. Signed, ...led and d.liv.r.d in the pr...nc. ofl LANDLORD I VSB, LTD., a Florida limit.d partner. hip BYI Ora~r and ~amer Incorporated, an Illfo 'II., corporation, G.n.ral Par nor ~~ . By I \.- v--.. Pd~~ .-. l b ~ lCldIM... It.I.Q4~J:-~ \J\.4.~AL"l t^-J'< Oatel ~. '.3 I : "'S h ~ f 'c:" \ I~ \ '" i ,...- s C~t ~I ^~. ~~~lt!~ Print tlameat.McL' L. 16~,1 '-2 TENANT I EL POLLO BOYNTON, INC., . Florida corporation s By I ' \ -h..."V",~ h \h~.. ~. \r'~A' Print N&meI.:l-tA\ff'i ), \\"11',[,( It.1 ~ Ij t S \ J t ~ l- L I \0 Il1 ~ Oat.1 ',T-45/3 STATE OF FLORIDA ) ) SS: COUNTY OF BROMARD ) I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the state aforesaid and in the County aforesaid to take acknowledgments, the foregoing instrument was acknowledged before me by , a. of DRAPER AND KRAMER INCORPORATED, an Illinois corporation, general partner of VSB, LTD., a Florida limited partnership. He/She is personally known to me or who has produce~ '. as identification and who DID/DID NOT take an oath. , WITNESS my h~d and official seal in the County and state la.t afo~Q..i~ this cd day of t:!;,;;.('UtlL.,~ , 1993. I My Commiseion "f..~ Nota Public sta~e of Florida at Large /jlJrrFJ eUTe'<-7.-' Typed, pr inted or .tamped .. P!~,~~~, r"':':~. ~!::'" d rhri.},:fotary Public Expire,,~. f'" .. :,.'. " '. . :." ,I " D?IJ r~. a . ,.,. .. . .. . I t t~.hJ,;t1ljl.U rit;: .;:.. !1I~""I.JII(oJ l('lc. name of STATE OF FLORIDA SS, COUNTY OF DADE _ The foregoing instrument. was a~eJ:o~.~~dge~ before -P thi,~ day of F~.P-:Cl/I..H:'-1l ' 1993 by Cl\{:>.p...../ ~/,-.PI '::;:. as ~ of BL POLLO BOYNTON; IRC., a Florida corporation, on behalf of the corporation. Re i. personally known to me or has produced a. identification and did (did not) take an oath. , ~ ~4dJ~ C~ Noi!aiy Public ' state of Florida at Large ~~;'/#//9 Typed, printed Rotary Public /l t:dV ).'91e ~ or .tamped name of My commission Expire.. 1--.-- l~iiTVi ;;, j"F;~";i~^E~: -sr: :'::"--1 r,: I~ .1""\ 'II ,.1.,.. (;' "'J7.1dYZ "f '1':'.11' i I ;':l,i(" r:T/\':'j:, ,r: ;-.'.()1"I(1:,\, ( ( ", ~ ,I '. i .. ~1' "" ~ '" " . -: I ~ c.,' 1 It' F/546PlT-46/3