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HomeMy WebLinkAbout08-0454 THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA ~ I SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA : SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI : DEFENDANTS CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR MONEY AND POSSESSION OF REAL PROPERTY CONFESSION OF JUDGMENT FOR POSSESSION Pursuant to the authority in the Warrant of Attorney, the original or a copy of which is attached to the Complaint filed in this action, I appear for the Defendant Sarago Enterprises, LLC and confess judgment for possession in favor of Plaintiff and against Defendant Sarago as follows: 5267 E. Simpson Ferry Road Mechanicsburg, Pennsylvania 17050-3507 S Dated: January 18, 2008 eslie D. Jacobson I D# 52673 8150 Derry Street Harrisburg, PA 17111 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff ~~ Leslie D. Jacobson The Law Offices of Leslie D. Jacobson 8150 Derry Street, Ste. A Harrisburg, Pennsylvania 17111-5260 Ph: (717) 909-5858 Fx: (717) 909-7788 Attorneys for Plaintiff THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI DEFENDANTS CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR MONEY AND POSSESSION OF REAL PROPERTY COMPLAINT FOR CONFESSION OF JUDGMENT AND NOW comes Plaintiff, The Howard and Randall Hirsch Partnership, by and through its attorneys, the Law Offices of Leslie David Jacobson, and files this Complaint for Confession of Judgment and in support thereof states as follows: 1. Plaintiff, the Howard and Randall Hirsch Partnership (hereinafter "Plaintiff'), is a Pennsylvania Partnership with an address of 610 Poplar Road, Dillsburg, Pennsylvania. 2. Defendant, Sarago Enterprises, LLC (herinafter "Sarago"), is believed to be a Pennsylvania limited liability company with principal address of 5267 E. Simpson Ferry Road, Mechanicsburg, Pennsylvania. 3. On April 1, 2006, Plaintiff as Landlord, and Defendant as Tenant executed a Lease (the "Lease") for the 16,000 square foot showroom and offices, and the 16,000 square foot warehouse located at 5267 E. Simpson Ferry Road, Mechanicsburg, Pennsylvania. A true and correct copy of the Lease is attached hereto and made a part hereof as Exhibit "1 ". 4. Defendants Chris and Lori J. McGill-Sarago, are adult individuals believed to have a principal residence at 1418 Red Hill Road, Dauphin, Pennsylvania 17018, are guarantors of the Lease agreement between Plaintiff and Sarago. A true and correct copy of the parties Guarantee dated March 24, 2006 is attached hereto and made a part hereof as Exhibit " 2". 5. Defendant Nikolas Sarago, is an adult individual believed to have a principal residence at 633 Bedford Street, Carlisle, Pennsylvania 17013, is a guarantor of the Lease agreement between Plaintiff and Sarago. A true and correct copy of the Nikolas Sarago's Guarantee dated March 24, 2006 is attached hereto and made a part hereof as Exhibit " 3". 6. Defendants Patricia and Peter Sarago, are adult individuals believed to have a business address at 5267 E. Simpson Ferry Road, Mechanicsburg, Pennsylvania, are guarantors of the Lease agreement between Plaintiff and Sarago. A true and correct copy of the parties Guarantee dated March 24, 2006 is attached hereto and made a part hereof as Exhibit "4". 7. Defendants Lee and Ann Marie Termini, are adult individuals believed to have a principal residence at 204 Cross Gate Drive, Clarks Summit, Pennsylvania 18411, are guarantors of the Lease agreement between Plaintiff and Sarago. A true and correct copy of the parties Guarantee dated March 24, 2006 is attached hereto and made a part hereof as Exhibit "5". Under the terms of the Lease, Defendant Sarago agreed to pay the Plaintiff $6.00 per square foot for a minimum rent amount of $8,000.00 per month for the 16,000 square foot showroom and offices, and $4.00 per square foot for a minimum rent amount of $5,333.33 per month for the 16,000 square foot warehouse during the first year of the Lease. 9. Under the terms of the Lease, Defendant Sarago agreed to pay fair market value for office, showroom and warehouse to be determined by Qualified Commercial Realtors specializing in retail rental space and taking the mean value, during year two and any succeeding year. 10. The parties agreed that in exchange for not increasing the monthly rent, to gain market value, Defendant Sarago would instead pay for other items including a common area maintenance charge in the amount of $0.30 per square foot for a total of $738.44 per month. 11. Pursuant to Article 7, section 7.1(b) of the Lease, Defendant Sarago is required to promptly pay and discharge all charges, rates, assessments and levies for heat, water, gas, hydro, sewage, and all other utilities supplied to or consumed in the Property. 12. Pursuant to Article 10, section 10.2(a) of the Lease, it is an Event of Default under the Lease for Defendant Sarago not to pay rent when due and upon written notice by the Plaintiff the default continues for five (5) days after notice thereof. 13. Pursuant to Article 10, section 10.2(f) of the Lease, it is an Event of Default under the Lease if Defendant Sarago defaults under any other obligation to the Plaintiff. 14. Defendant Sarago has failed to tender rent payments, utilities and the common area maintenance charge when due under the Lease. 15. Defendant Sarago was notified of its default under the Lease in a letter from Plaintiff to Defendant Sarago dated December 26, 2007. A copy of the Plaintiffls December 26, 20071etter to Defendant Sarago is attached hereto and made part hereof as Exhibit "6". 16. It has been more than five days since the Plaintiff notified Defendant Sarago that it was in default for failing to pay rent, utilities, and its other obligations under the oral agreement with the Plaintiff. 17. Because Defendant Sarago has not tendered payment pursuant to its obligation under the Lease, Defendant Sarago is in default under the terms of the Lease as herein set forth. 18. Because Defendant Sarago is in default under the terms of the Lease, Defendants Chris and Lori J. McGill-Sarago, Nikolas Sarago, Patricia and Peter K. Sarago, and Lee and Ann Marie Termini (collectively the "Guarantors") are liable pursuant to the terms of the Guarantees agreed upon by each. 19. Plaintiff served notice on the Guarantors that Defendant Sarago was in default under the Lease via letters from Plaintiff to the Guarantors dated December 26, 2007. Copies of the Plaintiff s December 26, 20071etters to the Guarantors are attached hereto and made part hereof as Exhibit "7" 20. Pursuant to Article 10, section 10.3(d) of the Lease, Plaintiff may terminate the Lease by leaving notice upon the Leased Premises ten (10) days prior to written notice of termination. 21. On January 2, 2008, Plaintiff placed a Notice upon the Leased Premises notifying Defendant Sarago that the Lease would be terminated effective January 14, 2008. A copy of the Notice to Defendant is attached hereto and made part hereof as Exhibit "8". 22. On January 14, 2008, Plaintiff sent a letter to Defendant informing the Defendant that the Lease had been terminated. A copy of the Letter to Defendant dated January 14, 2008 is attached hereto and made part hereof as Exhibit "9". 23. The Lease has not been assigned. 24. Judgment is not being entered by confession against a natural person in connection with a residential lease or a consumer transaction. An Affidavit ofNon-Consumer Transaction is attached hereto and made part hereof as Exhibit "10" 25. Attached as Exhibits "11" are Affidavits of Non-Retail Installment Agreement, of Non-Military Service and of Default. 26. Judgment on the Lease has not been entered in any jurisdiction. CONFESSION OF JUDGMENT FOR MONEY 27. The averments set forth in paragraphs 1 through 26 are incorporated herein by reference as if set forth at length. 28. Defendant Sarago is in default under the terms of the Lease. Defendant Sarago has failed to tender the monthly rent, utilities and other expenses due for December 2007 in the amount of $16,798.25. 29. Defendant Sarago is in default under the terms of the Lease for failing to tender monthly rent, utilities, and other expenses due for the current month or January 2008 in the amount of $17,601.14. 30. Section 10.6 of the Lease provides, inter alia, that in the event of default by Defendant Sarago under the terms of the Lease, and a failure to cure such default continues for five (5) days after written notice by the Plaintiff, Plaintiff may confess judgment against the Defendant Sarago for the unpaid monthly rent for the balance of the Lease term, all additional rent and all other sums owing under the Lease. 31. Section 10.6 further provides that Plaintiffmay recover interest, attorneys fees of fifteen (15%) percent, and costs. 32. Defendant Sarago has failed cure its default under the lease by failing to tender rent when due after five (5) days notice by the Plaintiff. 33. Section 10.3(a) of the Lease provides that upon default, Plaintiff is entitled to the full amount of the current month's rent due, the next three months installments of Rent, and any arrears then unpaid. 34. After the application of Plaintiff s rights under section 10.3(a) the next three months rent, utilities, and other expenses due total $52,803.42. 35. The total amount due and owing by Defendant Sarago after the application of the current month's rent, the next three months rent, and the arrears due and owing total $87,202.81. 36. Based upon the foregoing, Defendant is liable to Plaintiff as follows: Arrears Current Month Rent Remaining Three Months Costs (est.) Attorneys Fees (15%) $16,798.25 $17,601.14 $52,803.42 $500.00 $13,155.42 Total: $100,858.23 Wherefore, Plaintiff demands judgment in the amount of $100,858.23 in accordance with the terms of the Lease and as authorized by the Warrant appearing in the attached Lease and for any other relief deemed just and appropriate. CONFESSION OF JUDGMENT FOR POSSESSION 37. The averments set forth in paragraphs 1 through 23 are incorporated herein by reference as if set forth at length. 38. Defendant Sarago has defaulted under the terms and conditions of the Lease by failing to comply with its terms as previously stated herein. 39. The Lease provides, inter alia, that in the event of default by the Defendant Sarago, Plaintiff may confess judgment against Defendant Sarago for possession of the Property. 40. The Lease provides, inter alia, that if Defendant Sarago defaults under the terms of the Lease, Plaintiff may cause judgment in ejectment against Defendant Sarago for possession of the Property. 41. Plaintiff provided Defendant Sarago with written notice of default. 42. The Lease provides that in the event of default by the Defendant Sarago, Defendant Sarago is liable for Plaintiff s attorney's fees and cost incurred to protect the Plaintiffs interest and/or to enforce its rights. WHEREFORE, Plaintiff demands Judgment for possession of the Premises in accord with the terms of the Lease authorized by the Warrant appearing in the attached Lease and for any other whatever relief deemed just and appropriate. CONFESSION OF JUDGMENT FOR MONEY AGAINST GUARANTORS 43. The averments set forth in paragraphs 1 through 42 are incorporated herein by reference as if set forth at length. 44. Because Defendant Sarago has not tendered payment pursuant to its obligation under the Lease, Defendant Sarago is in default under the terms of the Lease as herein set forth. 45. Because Defendant Sarago is in default under the terms of the Lease, Defendants Chris and Lori J. McGill-Sarago, Nikolas Sarago, Patricia and Peter K. Sarago, and Lee and Ann Marie Termini (collectively the "Guarantors") are liable pursuant to the terms of the Guarantees agreed upon by each. 46. Defendant Sarago is in default under the terms of the Lease. Defendant Sarago has failed to tender the monthly rent, utilities and other expenses due for December 2007 in the amount of $16,798.25. 47. Defendant Sarago is in default under the terms of the Lease for failing to tender monthly rent, utilities, and other expenses due for the current month or January 2008 in the amount of $17,601.14. 48. Section 10.6 of the Lease provides, inter alia, that in the event of default by Defendant Sarago under the terms of the Lease, and a failure to cure such default continues for five (5) days after written notice by the Plaintiff, Plaintiff may confess judgment against the Defendant Sarago for the unpaid monthly rent for the balance of the Lease term, all additional rent and all other sums owing under the Lease. 49. Section 10.6 further provides that Plaintiff may recover interest, attorneys fees of fifteen (15%) percent, and costs. 50. Section 10.3(a) of the Lease provides that upon default, Plaintiff is entitled to the full amount of the current month's rent due, the next three months installments of Rent, and any arrears then unpaid. 51. After the application of Plaintiff s rights under section 10.3(a) the next three months rent, utilities, and other expenses due total $52,803.42. 52. The total amount due and owing by Defendant Sarago after the application of the current month's rent, the next three months rent, and the arrears due and owing total $87,202.81. 53. Based upon the foregoing, the Guarantors are liable to Plaintiff as follows: Arrears Current Month Rent Remaining Three Months Costs (est.) Attorneys Fees (15%) $16,798.25 $17,601.14 $52,803.42 $500.00 $13,155.42 Total: $100,858.23 Wherefore, Plaintiff demands judgment in the amount of $100,858.23 in accordance with the terms of the Guarantees and as authorized by the Warrant appearing in the attached Lease and for any other relief deemed just and appropriate. Respectfully Submitted, THE LAW OFFXQES OF LESLIE DAVID JACOBSON C Dated: January 18, 2008 ~ ~ ~( ~~~ ~, ~ eS1ie D. Jacobson, I 52673 150 Derry Street :arrisburs, PA 17111 17.909.5858 AX: 717.909.7788 ti THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI DEFENDANTS CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR MONEY AND POSSESSION OF REAL PROPERTY PETITION TO STRIKE JUDGMENT AND REQUEST FOR PROMPT HEARING I hereby certify that I did not voluntarily, intelligently and knowingly waive my right to notice and hearing prior to entry of judgment. I petition the court to strike the judgment on this ground and request a prompt hearing on this issue. I verify that the statements made in this Request for Hearing are true and correct. I understand that false statements herein are made subject to penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Notices of the hearing should be given to me at: Street Address City, State Telephone Number Date: Defendant THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI DEFENDANTS IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA ~ l_... CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR MONEY AND POSSESSION OF REAL PROPERTY CERTIFICATE OF RESIDENCE I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify that the last known business address of Plaintiff is: The Howard and Randall Hirsch Partnership 610 Poplar Road Dillsburg, PA 17019 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Sarago Enterprises, LLC is: Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Defendant Chris Sarago is: Chris Sarago 1418 Red Hill Road, Dauphin, Pennsylvania 17018 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Defendant Lori J. McGill-Sarago is: Lori J. McGill-Sarago 1418 Red Hill Road, Dauphin, Pennsylvania 17018 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Defendant Nikolas Sarago is: v Nikolas Sarago 633 Bedford Street, Carlisle, Pennsylvania 17013 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Defendant Patricia Sarago is: Patricia Sarago 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Defendant Patricia Sarago is: Peter K. Sarago 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Defendant Lee Termini is: Lee Termini 204 Cross Gate Drive Clarks Summit, Pennsylvania 18411 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Defendant Ann Marie Termini is: Ann Marie Termini 204 Cross Gate Drive Clarks Summit, Pennsylvania 18411 t Dated: January 18, 2008 L slie D. Jacobson 50 Derry Street arrisbur~, PA 17111 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 18`i' day of January 2007, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above 'tten. COMMONWEALTH OF PENNSYLVANIA No Public Notarial Seal Jennifer L. Kan-, Notary Public Swatara Twp., Dauphin County My Commission E~ires March 7, 2011 Member, Pennsylvania Association of Notaries /'t ,~ ry .~ VERIFICATION I, Howard Hirsch, being duly authorized to make this verification, do hereby verify that the facts stated in the foregoing document are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsifi,¢ation to authorities. // Date: / o By: Exhibit 1 COMMERCIAL LEASE AGREEMENT THIS LEASE Horde as ol•lhc I~' day ol~/\hril, 2006 hctwccn 'I'hc I-toward and lzandall 1-lirsch Partnership (the "Landlord"), and Sarago Enterprises, LLC (the "Tenant"). IN CONSIDERATION of the mutual covenants contained herein, the Landlord and Tenant hereby agree as follows: ARTICLE 1 1NTERPRETATION 1.1 Definitions. In this Lease the following terms shall have the following meanings: "Additional Rent" means all other amounts payable by the Tenant to the Landlord or to be discharged as Rent under this Lease; "Building" means the building(s) located on the Land, including all alterations and addition thereto and replacements thereof; "Commencement Datc" means April 1, 2006; '`Cvent of llefault" means an event rclcrral to in Section 10.2; _"Land" means the ] 6,000 square foot showroom and off ces, and the 16,000 square foot warehouse otherwise located municipally at ~2~67 E: Simpson Ferry Roa°d' Mechanicsburg, Pennsylvania "Lease" means this lease and any Schedules attached hereto which are referred to in this lease and every executed instrument which by its terms amends, modifies or supplements this lease; "Lease Year" means each successive periods of twelve (12) calendar months during the Term ending on an anniversary of the Commencement Date; provided that if the Landlord deems it necessary for the Landlord's accounting purposes, the Landlord may by written notice to the Tenant specify another day on which each subsequent lease year is to commence and in such event, the appropriate adjustments shall be made accordingly; "Leased Premises" means the 16,000 square foot showroom and offices, and the 16,000 square foot warehouse otherwise located municipally at 5267 E. Simpson Ferry Road, Mechanicsburg, Pennsylvania "Minimum Rent" means for each Lease Year, in the amount of $6.00 per square foot at a Minimum Rent amount oi'$8,000.00 per month for the 16,000 square foot showroom and offices and $4.00 per square foot at a Minimum Rent amount of $5,333.33 per ,,.~- month for the 16,000 square foot warehouse, for the first year of the lease. During the second year and any succeeding year, Tenant will pay fair market value for rental space. Fair market value will be determined by calling 2 or 3 Qualified Commercial Realtors specializing in Retail Rental Space and Tenant will pay the mean of the values given by these realtors. "Occupancy Date" means April 1, 2006 ; "Permitted Use" means the business of the [3ig Ugly Warehouse and any and all uses ancillary thereto; "Rent" Il1C£tnti the a~!grcgatc ol•all anwuntti hayahlc by the 'tenant to the I,andlrn'd under thiti I,casc; "Term" means a period of two (2) years, commencing on the Commencement Date or any renewal period hereunder; "Termination Date" means March 31, 2008, unless earlier terminated or extended, as provided in this Lease; "Value Taxes" means all goods and services taxes, sale taxes, value-added taxes, and an other taxes imposed on the Landlord with respect to this Lease, the services provide hereunder or the Rent. ARTICLE 2 GRANT OF LEASE AND GENERAL COVENANTS 2.1 Grant. The Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord the Leased Premises, to have and to hold during the Term, subject to the terms and conditions of this Lease. If at any time Landlord decides to redevelop or renovate the property, Landlord reserves the right to change the area rented by 'T'enant, and at that time the rent and other related ....:terms of the shall be adjusted in a pro rata fashion. The Lease shall remain in full force and effect. 2.2 Landlord's General Covenants. The Landlord covenants with the Tenant: (a) for quiet enjoyment of the Leased Premises by Landlord or anyone claiming through the Landlord; and (b) to observe and perform all the covenants and obligations of the Landlord herein. 2.3 Tenant's General Covenants. The Tenant covenants with the Landlord: (a) to pay Rent; and :,~ (b) to observe and perform all the covenants and obligations of the Tenant herein. ARTICLE 3 TERM AND POSSESSION 3.1 Term. The Term of this Lease shall be rivo (2) years begimiing on the Commencement Date unless terminated earlier as provided in this Lease. 3.2 Options. Landlord herby grants Tenant one (1) option to extend this Lease, that being two (2) years, under the same terms and conditions, on the minimum rent stated herein, subject to adjustment by Landlord. Tenant may exercise its option rights if it is not in default or provides at least 12 months notice prior to end of their current term. 3.3 Possession of Leased Premises. Notwithstanding the Term, the Tenant shall have occupancy of the Leased Premises from and after the Occupancy Date to the Commencement Date during which period the Tenant shall pay all Rent, other than Minimum Rent, and shall observe and perform all the covenants and obligations of the Tenant herein. ARTICLE 4 RENT 4.1 Rent. The Tenant shall pay to the Landlord as Rent for the Leased Premises the aggregate of: (a) Minimum Rent in respect of each year of the Term or renewal terms as the case may be payable in advance and without notice or demand or setoff in monthly installments commencing on the Commencement Date; and (b) Additional Rent at the times and in the manner provided in this Lease or, if not so provided, as reasonably required by the Landlord. If the Commencement Datc is not the first day of a calendar month, Rent for the period from the Commencement Date to the f rst day of the next calendar month shall be pro- rated one per diem basis and paid on the Commencement Date and thereafter all subsequent monthly installments of Rent shall be paid in advance on the first day of each calendar month. (c) Landlord will defer the first month's rent, the amount of the f rst month's rent will be divided by eleven (I 1) and added to the balance each month during the first year of rent. 4.2 Net Lease. It is the intent of the Landlord and the Tenant that this Lease shall be frilly net to the Landlord, provided that the Tenant shall not be responsible for costs and expenses expressly excluded by the terms of this Lease, and including but not limited to the following: (a) mortgage payments of capital or interest on any mortgage affecting the Leased Premise; (b) any income taxes of the Landlord, except to the extent that such income taxes are imposed in lieu of real property taxes; (c) any ground rental. 4.3 Payment of Rent. All amounts payable by the Tenant to the Landlord pursuant to this Lease shall be deemed to be Rent and shall be payable and recoverable as Rent in the .._, manner herein provided and the Landlord shall have all rights against the Tenant for default in any such payment as in the case of arrears of rent. Except as provided in Section 8.1, Rent shall be paid to the Landlord in lawful money of the United States of America, without deduction or setoff, at the address of the Landlord or to such other person or such other address as Landlord may from time to time designate in writing. The Tenant's obligation to pay Rent shall survive the expiration of earlier termination of this Lease. ARTICLE 5 USE AND OCCUPATION 5.1 Use of Leased Premises. 1'hc Tenant shall use the Leased premises only for the Permitted Use and shall not use or permit to be used the Leased Premises or any part thereof for any other purpose or business or by any persons other than the Tenant. 5.2 Compliance with Laws. The 'T'enant shall comply with present and future laws, regulations and orders relating to the occupation or use of the Leased Premises, the condition of the leasehold improvements, equipment and other property of the Tenant therein, the making by the Tenant of any repairs, changes or improvements and the conduct of business in the Leased Premises. 5.3 Prohibited Uses. The Tenant shall not commit, cause or permit any nuisance or any waste injury to or in or about the Leased Premises, or to any of the leasehold improvement merchandise or fixtures therein, or conduct any use or manner of use causing annoyance to any person. Without limiting the generality of the foregoing, the Tenant shall not use permit the use of any portion of the Leased Premises for any dangerous, illegal, noxious odorous or offensive trade, business or occurrence or other use contrary to the provisions this Lease. The Tenant shall keep the Leased Premises free of debris or anything of dangerous, noxious, odorous or offensive nature or which could create an environmental or fire hazard (through undue load on electrical circuits or otherwise) or undue vibration, heat noise. 5.4 Hazardous Use. The Tenant shall not do, omit to do or permit to be done anything which will cause or shall have the effect of causing the cost of the Landlord's insurance in respect the Leased Premises to be increased at any time during the Term or any policy of insurance on or relating to the Leased Premises to be subject to cancellation. Without waiving the foregoing prohibition, the Landlord may demand and the Tenant shall pay to the Landlord upon demand, the amount of any increase in the cost of insurance caused by anything so done or omitted to be done. The Tenant shall forthwith upon the ~~. --.. Landlord's request comply with the requirements of the Landlord's insurers, cease any activity complained of and make good any circumstance which has caused any increase in insurance premiums or the cancellation any insurance policy. If any policy of insurance in respect of the Leased Premises is cancellation or becomes subject to cancellation by reason of anything so done or omitted to be done, the Landlord may without prior notice terminate this Lease and re-enter the Leased Premises. 5.5 Signage. The Tenant shall, with the Landlord's prior written approval, not to be unreasonably withheld, be permitted to install and exhibit sign(s) identifying the Tenant and the Tenant's business activities on the Leased Premises. Subject to requirements of existing municipal laws, such sign(s) are to be installed and maintained at the Tenant's own expense. 5.6~ Rules and Regulations. The Landlord shall be entitled from time to time to make reasonable rules and regulations for the operation, maintenance, safety, and use of the Leased Premises and the Tenant shall comply with such rules and regulations and shall cause its servants agents, employees, customers, invitees and licensees to comply with such rules regulations. ARTICLE 6 RIGHTS AND OBLIGATIONS OF THE LANDLORD 6.1 Operation of Leased Premises. The Tenant shall assume full responsibility for the operation and maintenance of the Leased Premises and for the repair or replacement of all fixture chattels located therein or thereon. The Landlord shall have no responsibility whatsoever with respect to maintenance, repairs or replacement, except as provided in Section 6.2 herein, provided that if the Tenant fails to do so, the Landlord may at its sole option upon 14 days prior written notice and without any obligation to the Tenant elect to perform such maintenance, repairs or replacement as the Landlord may reasonably deem necessary desirable. In so doing, the Landlord shall not be liable for any consequential damage, direct or indirect to any person or property, including, but without restricting the generality often foregoing, damages for a disruption oi~ the business of the Tenant and damage to, or loss the goods, chattels and equipment and other property of the Tenant nor shall any reduction disruption of services be construed as a breach of the Landlord's covenants or as an eviction of the Tenant, or release of the Tenant from any obligation under this Lease provided that the Tenant's business is not unreasonably interfered with. 6.2 Access by Landlord. The Tenant shall permit the Landlord to enter the Leased Premises any time outside normal business hours in case of an emergency and otherwise during normal business hours where such will not unreasonably disturb or interfere with the Tenant's use of the Leased Premises or operation of its business, to examine, inspect and show the Leased Premises for purposes of leasing, sale or financing, to provide services or make repairs, replacements, changes or alterations as provided for in this Lease and to take such steps the Landlord may deem necessary for the safety, improvement or preservation of the Leased Premises. The Landlord shall, whenever possible, consult with or give reasonable notice the Tenant prior to entry but no such entry shall constitute an eviction or a breach of the Landlord's covenant for quiet ~ enjoyment or entitle the Tenant to any abatement of Rent. The Tenant shall also permit the Landlord, its employees and agents, at any time prior to the expiry or termination of this Lease to enter the Leased Premises for purpose of showing it to any such persons as may be desirous of purchasing or leasing the Leased Premises. ARTICLE 7 TENANT'S RESPONSIBILITIES 7.1 Tenant's Obligations. In connection with the Leased Premises, the Tenant hereby agrees that it shall be responsible for the following throughout the Term: (a) Insurance - to take out and maintain, in the name of the Landlord its agents and employees, the Tenant and each mortgagee of the Leased Premises as their interests may appear the following forms of insurance: (i) all risks property insurance (including flood, sewer back-up and earthquake) with coverage for the full replacement cost value of the Leased Premises including By-Law endorsement for demolition or replacement; (ii) insurance upon property of every description owned by the Tenant or for which the Tenant is legally liable and installed or kept within the Leased Premises (including leasehold improvements) in an amount not less than the full replacement costs value; (iii) comprehensive broad form boiler, machinery and equipment insurance for the full replacement cost value of all boilers, pressure vessels, air- conditioning an other equipment located on the Leased Premises; (iv) comprehensive public liability and broad form property damage insurance with limits of not less than $1,000,000 per occurrence with extensions including but not limited to personal injury, intentional acts, blanket contractual, cross-liability and severability of interest, occurrence property damage, employer's liability an non-owned automobile coverage; (v) any other form or forms of insurance as the Landlord or its mortgagees may reasonably require; (vi) rental interruption insurance covering a period of at least 12 months payable to the Landlord as the named insured. All insurance policies required under this provision shall provide for a waiver of subrogation against the Landlord or those for whom it is in law responsible whether any damage is caused by the acts, omission, or negligence of the Landlord or those for whom it is in law responsible. Cacti such insurance policy shall Further contain a prohibition against cancellation or material change that reduces or restricts the insurance coverage except upon 30 days prior written notice to the Landlord. The Tenant shall provide the Landlord with certified copies of each such insurance policy on or before the Commencement Date. (b) Utilities - to promptly pay and discharge all charges, rates, assessments and levies for heat, water, gas, hydro, sewage, and all other utilities supplied to or consumed in the I,cascd I'rcmises. (c) Taxes - to promptly pay and discharge all taxes, levies, duties, assessments, and license fees whatsoever whether municipal, school, provincial, parliamentary or otherwise levied, imposed or assessed against the Leased Premises or upon the Landlord in response thereof, or from time to time levied, imposed or assessed in the future in lieu thereto including those levied, imposed or assessed for education, school and be improvements, or other similar taxes imposed upon the Landlord or the Tenant an including all Value "faxes, business taxes, if any, and realty taxes from time to time payable by the Landlord or levied against the Landlord on account of its ownership or operation of the Leased Premises; and including all costs and expenses (including legal fees on a solicitor and client basis and other professional fees and interest and penalties on deferred payments) incurred by the Landlord in good faith in contesting, resisting or appealing any such taxes, rates, duties, levies or assessments but excluding income o profits taxes upon the income of the Landlord; as well as any form of capital or capital gains taxes levied in respect of the Leased Premises all to be paid by the Tenant on or before the date when the same or installments for the same are due. The Tenant shall upon tl~e request of the Landlord promptly deliver to the Landlord for examination al receipts for payment of such taxes, levies, duties, assessments and license fees. The Tenant shall also reimburse the Landlord at times and in the manner specified by the Landlord, and in the full amount of any taxes in the --~ nature of a business transfer tax Value Taxes, sales tax or any other tax levied, rated, charged or assessed in respect to the Minimum Rent or Additional Rent payable under this Lease. The Tenant shall reimburse the Landlord for such taxes at the full tax rate applicable from time to time. (d) Heating and Cooling - to pay and discharge as Rent the cost of all heating, cooling ventilating and air conditioning required in the Leased Premises and the cost of all repairs, replacements and improvements to the heating, ventilating, air conditioning and other service and utility systems; (e) Maintenance - to maintain the Leased Premises and all improvements therein in good order and condition, provide all landscaping, gardening and snow removal, keep the Leased Premises in a clean condition and remove from the Leased Premises at it expense all debris and garbage; (~ Repairs - to perform all repairs to and make all replacements of fixtures, systems facilities, equipment, machinery, leasehold improvements and plate glass in the Lease Premises as may be necessary; and (g) All Other )/xpenses - to pay all other expenses of every nature incurred in connection with the maintenance and operation of the Leased Premises. 7 7.2 Payment of Costs. The Tenant shall pay all of the costs and expenses associated with the Tenant's obligations directly to the appropriate party as they come due and shall, at the Landlord's request, provide the Landlord with copies of receipts or other proof acceptable to the Landlord that such costs have been paid. If the Tenant fails to perform any obligation under this Lease or to pay any costs and expenses as set out herein, the Landlord may at it sole option and discretion, on seven (7) days written notice to the Tenant, perform such obligation or pay such amounts on behalf of the Tenant and the Tenant shall forthwith upon receipt of an invoice therefore reimburse the Landlord for the cost of such action or the amount of such payment. 7.3 Leasehold Improvements. The Tenant'may install in the Leased Premises its usual fixture and personal property in a proper manner; provided that no installation or repair shall interfere with or damage the mechanical or electrical systems or the structure of the Leased Premises. If the Tenant is not then in default hereunder, the fixtures and personal property installed in the Leased Premises by the Tenant may be removed by the Tenant from time to time in the ordinary course of the Tenant's business or in the course of reconstruction, renovation or alteration of the Leased Premises by the Tenant, provided that the Tenant promptly repairs at its own expense any damage to the Leased Premises resulting from the installation and removal reasonable wear and tear excepted. The Tenant shall, if required by the Landlord, remove any Leasehold Improvements or fixtures from the Leased Premise upon the termination of this Lease. 7.4 Alterations by "['enant. "The "Tenant may li•om time to time at its own expense make change additions and improvements to the Leased Premises to better adapt the same to its business provided that any change, addition or improvement shall be made only after obtaining written consent of the Landlord, such consent not to be unreasonably withheld and shall be carried out in a good and workmanlike manner and only by persons selected by the Tenant an reasonably approved in writing by the Landlord. If any such changes, additions or improvements require alterations to the exterior walls, roof, or other structural components of the Leased Premises or modification to the heating, ventilation or air conditioning systems in the Leased Premises, the Tenant shall be solely responsible for the cost of such modification and the Landlord hereby reserves the right to perform any such work at the expense of the Tenant provided that the cost of such work to the Tenant is reasonable in the circumstance. 7.5 Liens. The Tenant shall pay promptly when due all costs for work done or caused to be --done by the Tenant in the Leased Premises which could result in any lien or encumbrance on the Landlord's interest in the property, shall keep the title to the property and every part thereof free and clear of any lien or encumbrance in respect of the work and shall indemnify and hot harmless the Landlord against any claim, loss, cost, demand and legal or other expenses, whether in respect of any lien or otherwise, arising out of the supply of materials, services labor for the work. 7.G Notify Landlord. `The 1'cnant shall immediately notify the Landlord of any accidents defect in the Leased Premises or any systems thereof, and as well of any matter or condition which may cause injury or damal;e to the Leased Premises or any person or ~~ property locate therein. --- ARTICLE 8 DAMAGE AND DESTRUCTION 8.1 Damage and Destruction. If during the Term the Leased Premises ol• any part thereof shall be damaged by fire, lightning, tempest, structural defects or acts of God or by any additions perils from time to time defined and covered in the standard broad-coverage fire insurance policy carried by the Landlord on the Leased Premises, the following provisions shall apply: (a) If as a result of such damage the Leased Premises are rendered partially unfit for occupancy by the Tenant, the Relit shall abate in the proportion that the part of the Leased Premises rendered unfit for occupancy by the Tenant is of the whole of the Leased Premises. If the Leased Premises are rendered wholly unfit for occupancy by the Tenant, the Rent shall be suspended until the Leased Premises have been rebuilt and repaired or restored. (b) Notwithstanding subsection (a) above, if in the opinion of the Landlord's architect or engineer given within 60 business days of the happening of damage, the Lease Premises shall be incapable of being rebuilt, repaired, or restored with reasonable diligence within 180 days after the occurrence of the damage then either the Landlord or the Tenant may, at its option, terminate this Leased by notice in writing to the other given within 15 days of the giving of the opinion of the Landlord's architect or engineer. If notice is given by the Landlord or Tenant under this Section, then this Lease shall terminate from the date of such damage and the Tenant shall immediately surrender the Leased Premises and all interest therein to the Landlord and the Rent shall be apportioned and shall be payable by the Tenant only to the date of the damage and the Landlord may thereafter re- enter and 1•epossess the Leased Premises. (c) If the Leased Premises are capable with reasonable diligence of being rebuilt, repaired and restored within 180 days of the occurrence of such damage, then the Landlord shall proceed to rebuild, restore or repair the Leased Premises with reasonable promptness within 180 days plus any additional period due to delay caused by strikes, lock-outs, slow-downs, shortages of material or labor, acts of God, acts of war, inclement weathel• or other occurrences which are beyond the reasonable control of the Landlord, and the Rent shall abate in the manner provided for in subsection (a) above until the Leased Premises have been rebuilt, repaired ol• restored; provided that nothing in this Section shall in any way be -. deemed to affect the obligation of the Tenant to repair, maintain, replace or rebuild the Leased premises as otherwise provided by the terms of this Lease. ARTICLE 9 INDEMNITY 9.1 Indemnity. The "fenant shall defend, Indenlnl(y, and. save harmless the Landlord and its agents and employees li•om any and all liabilities, damages, costs, claims, suits or actions growing arising out oi~: 9 (a) any breach, violation or non-performance of any covenant, condition or agreement in this Lease set forth and contained on the part of the Tenant to be fulfilled, kept, observe and performed; (b) any damage to property while the property is in or about the Leased Premises; and (c) any injury to person or persons including death resulting at any time therefrom occurring in or about the Leased Premises. 9.2 Limitation of Landlord's Liability. The Landlord and its agents and employees shall not be liable for any damage to the Leased Premises or any property located therein caused by a latent defect or by steam, water, rain or snow which may leak into, issue or flow from an part of the Leased Premises or from the water, steam, sprinkler or drainage pipes or plumbing, works of the same or from any other place or from any damage caused by or attributable to the condition or arrangement of any electrical or other wiring or for any damage caused by anything done or omitted to be done by any person or for damage caused by interruption or failure of any service or utility or for damage however caused to merchandise, stock in trade books, records, files, money, securities, negotiable instruments, papers or other valuables. 9.3 Survival of Obligations and Indemnities. All obligations of the Tenant which arise during the Term pursuant to this Lease and which have not been satisfied and the indemnities an other obligations of the Tenant contained in Section 9.1 shall survive the expiration or other termination of this Lease. ARTICLE 10 DEFAULT 10.1 Interest and Costs. The Tenant shall pay monthly to the Landlord interest at a rate equal to the lesser of the prime rate established as such by the Landlord's bank from time to time plus four pcrccnt pcr annum and the maximum rate permitted by applicable law, upon any default in payment of Rent from the due date for payment thereof until the same is fully paid an satisfied. 1'hc "I'cnant shall indemnify the Landlord against all costs and charges reasonably incurred in enforcing payment of Rent hereunder and in obtaining possession of the Lease Premises should the same be necessary. 10.2 Events of Default. Each of the following events shall constitute an event of default (an "Event of Default"): (a) all or any part of the Rent hereby reserved is not paid when due and upon written notice by the Landlord default continues for five (5) days after notice thereof. The written notice is not rc.quircd on more than two occasions in a calendar year; or v-~ 10 (b) the Term or any goods, merchandise, stock in trade, chattels or equipment of the Tenant is seized or is taken in execution or in attachment or if a writ of execution is issued against the Tenant or if a creditor takes possession thereof; or (c) the Tenant or any person or corporation bound to perform the obligations of the Tenant hereunder either as guarantor or indemnifier or as one of the parties constituting the 'Tenant takes any steps or suffers any order to be made for its winding-up or other termination of its corporate existence or becomes insolvent or commits an act bankruptcy or becomes bankrupt or takes the benefit of any statute that may be in force for bankrupt or insolvent debtors or becomes involved in voluntary or involuntary winding-up proceedings or if a receiver or receiver/manager shall be appointed for the business, property, affairs or revenues of the Tenant or such person or corporation; or ~•~' (d) the Tenant makes a bulk sale of its goods or moves or commences, attempts or threaten to move its goods, chattels and equipment out of the Leased Premises (other than in the normal course of its business) or ceases to conduct business from the Leased Premise for in excess of 14 days; or (e) the Tenant fails to observe, perform and keep each and every of the covenant agreements and conditions herein contained to be observed, performed and kept by the Tenant and persists in the failure after 10 days notice by the Landlord requiring the Tenant to remedy, correct, desist or comply (or if any breach would reasonably require more than 10 days to rectify, unless the Tenant commences rectification within the 10 day notice period and thereafter promptly and effectively and continuously proceeds wit the rectification of the breach); or (f) Tenant defaults under any other obligation to Landlord. 10.3 Remedies on Default. Upon the occurrence of one or more Events of Default, the Landlord may, at its option, and in addition to and without prejudice to all rights and remedies of the Landlord available to it either by any other provision of this Lease or by statute or the general law: (a) be entitled to the frill amount of the current month's and the next three months installments ol~ Rent which shall immediately become due and payable and the Landlord may immediatcly distrain for the same, together with any arrears then unpaid; (b) without notice or any form of legal process, forthwith re-enter upon and take possession of the Leased Premises or any part thereof in the name of the whole and re-let the Lease Premises or any part thereof on behalf of the Tenant or otherwise as the Landlord sees it and remove and sell the Tenant's merchandise, stock in trade, goods, chattels and trade fixtures therefrom, any rule of law or equity to the contrary notwithstanding; ~~` (c) seize and sell such goods, chattels and equipment of the Tenant as are in the Leased Premises and may apply the proceeds thereof to all Rent to which the Landlord is entitled under this Lease. Any such sale may be effected by public auction or otherwisc and tither in bulk or by individual item, all as the Landlord in its sole discretion may decide; (d) terminate this Lease by leaving upon the Leased Premises ten (10) days prior written notice of the termination, and termination shall be without prejudice to the Landlord' right to damages; it being agreed that the Tenant shall pay to the Landlord as damage the loss of income of the Landlord to be derived from the Leased Premises for the unexpired portion of the Term had it not been terminated, provided that the Landlord shall not be entitled in any event to receive any damages greater than those damages the Landlord would be entitled to receive at law; or (e) re-enter into and upon the Leased Premises or any part thereof in the name of the whole and repossess and enjoy the same as of the Landlord's former estate, anything herein contained to the contrary notwithstanding; and (f) the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-entering, terminating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized including tenant inducements, leasing commissions, legal fee on a solicitor and client basis and all disbursements and the expense of keeping the Leased Premises in good order, and preparing the same for re-letting. 10.4 -- Waiver. If the Landlord shall overlook, excuse, condone or suffer any default, breach or non-observance by the Tenant of any obligation hereunder, this shall not operate as a waiver of the obligation in respect of any continuing or subsequent default, breach or non-observance and no such waiver shall be implied but shall only be effected if expressed in writing. 10.5 Waiver of Exemption and Redemption. Notwithstanding anything contained in any statue now or hereafter in force limiting or abrogating the right of distress, none of the Tenant's goods, merchandise, stock in trade, chattels or trade fixtures on the Leased Premises at an time during the Term shall be exempt from levy by distress for Rent in arrears, and upon an claim being made for exemption by the Tenant or on distress being made by the Landlord this agreement may be pleaded as an estoppel against the Tenant in any action brought to test the right to the levying upon any such goods as are named as exempted in any such statute, the Tenant hereby waiving all and every benefit that could or might have accrued to Tenant under and by virtue of any such statute but for this Lease. The Tenant expressly waives any and all rights of redemption and relief from forfeiture granted by or under any present or future laws in the event of the Tenant being evicted or dispossessed any cause, or in the event of the Landlord obtaining possession of the Leased Premises, reason of the violation by the Tenant of any of the terms or conditions o1-this Least otherwisc. 10.6 Confession of Judgment; Jurisdiction and Venue. UPON THE OCCURRENCE OF ~~`' ANY EVENT OF DEFAULT UNDER THIS LEASE OR ANY OTHER DOCUMENT PERTAINING TO THE SALE OF THE BIG UGLY WAREHOUSE NAME AND 12 GOODWILL, THE TENANT AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE, OR ANY CLERK OF, ANY COURT OF RECORD IN THE UNITED STATES TO CONFESS JUDGMENT ON BEHALF OF THE HOLDER AGAINST THE BORROWER IN THE FULL AMOUNT OF PRINCIPLE AND INTEREST DUE ON "I'H1S LEASE, PLUS A"I'TORNEY'S FEES OF FIFTEEN PERCENT (15%) OF SUCH AMOUNT. (This provision shall not limit the obligation oi' the Tenant to pay all reasonable attorney's fees incurred by the Landlord in connection with this Lease.) Notwithstanding the amount of attorneys fees for which judgment may be confessed hereunder, the Landlord agrees to use reasonable efforts to retain counsel who will charge the landlord only for time and expenses at normal hourly rates, and the Landlord will not enforce the attorney's fees portion of any confessed judgment for an amount in excess of the actual fees and expenses charged to the Landlord by its counsel with confessing judgment against the Tenant and collecting on such judgment. In any action brought by the Landlord under this Lease, Tenant consents to the exercise of personal jurisdiction over it by the courts of the Commonwealth of Pennsylvania, or in the United States District Court for the Middle District of Pennsylvania, in addition to any other court where venue may be proper. The Tenant waives and releases to the extent permitted by law, all errors and all rights of exemption, appeal, stay of execution, inquisition and extension upon any levy on real estate or personal property to which the Tenant may otherwise be entitled under the laws of the United States of America or any State or Possession of the United States of America now in force or which may hereafter be passed, as well as the benefit of any and every statue, ordinance, or rule of court which may be lawfully waived conferring upon the Tenant any right or privilege of exemption, appeal, stay of execution, or supplementary proceedings, or other relief from the enforcement or immediate enforcement of a judgment or related proceedings on a judgment. The authority and power to appear for and enter j udgment against the Tenant shall be exercisable concurrently in one or more jurisdictions shall not be exhausted or ""extinguished by one or more exercises thereof, or by any imperfect exercise thereof or by any judgment entered pursuant thereto. Such authority and power may be exercised on one or more occasions, from time to time, in the same or different jurisdictions, as often as the Landlord shall deem necessary or desirable, for all of which this Lease shall be sufficient warrant. 10.7 Interest Rate After Judgment. If judgment is entered against the Tenant on this Lease, the amount of the judgment entered (which may include, interest, default interest, late charges, fees and costs) shall bear interest at the highest rate authorized under this Lease as of the date of entry of judgment. 10.8 Miscellaneous. In the even of a default under this Lease, Landlord shall recover and Tenant shall be obligated to pay Landlord's reasonable attorney's fees. No termination of this Lease or any taking or recovery of possession of the Premises shall deprive Landlord of any of its remedies or rights of action against Tenant, and Tenant shall remain liable for all past or future rent, including all additional Rent, taxes, insurance premiums, and other charges and rent payable by Tenant under this Lease, during the Term. In no event shall the brining of any action for rent or other default be -'~` construed as a waiver of the right to obtain possession of the Leased Premises. 13 When this Lease and its terms shall have been terminated on account of any default hereunder and also when the terms hereby created shall have expired, and after written notice with fifteen days right to cure, it shall be lawful for any attorney of any court of record to appear as attorney for Tenant as well as for all persons claiming by, through or under tenant and to confess judgment for the possession and recovery by Landlord of possession of the demised premises together with costs of suit and reasonable attorney's fees of not less than one thousand dollars ($1,000.00), for which this Lease shall be sufficient warrant. Thereupon, if Landlord so desires, an appropriate writ of possession may issue forthwith, without any prior writ or proceeding whatsoever, provided that if for any reason after such action hall have been commences it shall be determined that possession of the demised premises should remain in or be restored to Tenant, Landlord shall have the right for the same default and upon any subsequent default or defaults, or upon the termination of this Lease or of Tenant's right of possession as hereinbefore set forth, to bring one or more further action or actions as hereinbefore set forth, to recover possession of the demised premises and to confess judgment for the recovery of possession of the demised premises as hereinbefore provided. Notwithstanding anything contained in this Lease to the contrary, the right of Landlord to confess judgment for ejectment as specified above shall not preclude or limit Landlord's right to initiate any other action. In the event of default hereunder and also when the term hereby created shall have expired, and after written notice with fifteen days right to cure, it shall be lawful for any attorney of any court of record to appear as attorney for Tenant as well as for all persons claiming by, though and under Tenant and to therein confess judgment for damages for amounts due hereunder together with costs of suit and attorneys fees of not less than five percent of the amount claimed, for which this Lease shall be sufficient warrant. Thereupon, if Landlord so desires, an appropriate writ of execution may issue forthwith, without any prior writ or proceeding whatsoever, proved that if for any reason after such action shall have been commenced Landlord shall have the right for the same defaults and upon any subsequent Tenant's rights as hereinbefore set forth, to bring one or more further action or actions as hereinbefore set forth, and to confess judgment as hereinbefore provided. Notwithstanding anything contained in this Lease to the contrary, the right of Landlord to confess judgment as specified above shall not preclude or limit Landlord's right to initiate any other action. Tenant expressly waives: "' (i) The right to delay execution on any real estate that may be levied upon to collect any amounts which may become due under the terms and conditions of this Lease and right to have the same appraised. Tenant authorizes the Prothonotary or Clerk to enter a writ of execution or other process upon Tenant's voluntary waiver and fiu•ther agrees that said real estate may be sold on a writ of execution or other process. ~ (ii) All rights wider the Pennsylvania Landlord and Tenant Act of 1951 and all supplements and amendments thereto. 14 (iii) The right to ten (10), fifteen (15) and/or thirty (30) days notice, and notices to quit, required under certain circumstances by the `" Pennsylvania Landlord and Tenant Act of 1951, Tenant hereby agreeing that the respective notice periods provided for in this Lease shall be sufficient in either or any such case. (iv) "I~he partied hereto shall, and they herby do waive trial by jury in action, proceeding, or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of, or in any way connected with, this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Leased Premises, and/or any claim of injury or damages arising out of the Leased Premises, the Building, or the Shopping Center, and the sale of the Big Ugly Warehouse name and goodwill. (v) All rights and remedies provided herein or otherwise existing at law or in equity are cumulative, and the exercise of one or more rights or remedies by either party shall not preclude or waive its right to the exercise of any or all of the others. ARTICLE 11 ASSIGNMENT AND TRANSFERS 11.1 No Assignment By Tenant. The Tenant shall not assign, sublet, pledge or transfer this Lease or any interest therein or in any way part with possession of all or any part of the Leased Premises, or permit all or any part of the Leased Premises to be used or occupied by any other person without the Landlord's prior written consent, which consent may not be unreasonably withheld. No assignment shall relieve Tenant of liability hereunder. 11.2 Sale, Conveyance and Assignment by the Landlord. Nothing in this Lease shall restrict the right of the Landlord to sell, convey, assign, pledge or otherwise deal with the Leased Premises subject only to the rights of the Tenant under this Lease. A sale, conveyance assignment of the Leased Premises by the Landlord shall operate to release the Landlord from liability from and after the effective date thereof in respect of all of the covenants, terms a conditions of this Lease, express or implied, except as they may relate to the period prior the effective date, and only to the extent that the Landlord's successor assumes Landlord's obligations under the Lease and the Tenant shall thereafter look solely to the Landlord's successor in interest and to this Lease. 11.3 Subordination. This Lease is and shall be subject and subordinate in all respects to any ~" and all mortgages (including deeds of trust and mortgage) now or hereafter placed on the Lease Premises and all advances thereunder, past, present and fi-ture and to all renewal modifications, consolidations, replacements and extensions thereof. The Tenant agrees execute promptly after request therefore an instrument of subordination as may be requested. 15 ARTICLE 12 SURRENDER AND OVERHOLDING 12.1 Surrender. Upon the expiration or other termination of the Term, the Tenant shall immediately quit and surrender possession of the Leased Premises and all leasehold improvements in substantially the condition in which the Tenant is required to maintain the Leased Premises excepting only reasonable wear and tear, and upon surrender, all right, title and interest of the Tenant in the Leased Premises shall cease. It is understood that the Landlord has the right to remove and sell or otherwise dispose of any leasehold improvements, chattels, equipment or any other property of the Tenant left on the Lease Premises by the Tenant after the termination of this Lease, and to retain the proceeds thereto and the Tenant shall pay to the Landlord upon written demand all of the costs incurred by the Landlord in connection therewith. 12.2 ~. Overholding. If the 1"enant continues to occupy the Leased Premises after the expiration other termination of the Term without any further written agreement, the Tenant shall be a monthly tenant at an Minimum Rent equal to two times the Minimum Rent paid by the Tenant immediately prior to the expiration or other termination of the Term but subject to all other provisions in this Lease to the extent that the same are applicable to a month to month tenancy, and a tenancy from year to year shall not be created by implication of law. Nothing contained in this Section shall preclude the Landlord from exercising all of its rights set out in this Lease including, without limitation, the taking of any action for recovery or possession of the Leased Premises. ARTICLE 13 GENERAL 13.1 Entire Agreement. "There is no promise, representation or undertaking by or binding upon the Landlord except such as arc expressly set forth in this Lcasc, and this Lease including the Schedules contains the entire agreement between the parties hereto. 13.2 Registration. The Tenant agrees not to record/register this Lease. 13.3 Notice. Any notice required or contemplated by any provision of this Lease shall be given in writing and shall be sufficiently given if mailed certified return requested or overnight courier or delivered to the Landlord, delivered to the address set out on page 1 and if to the Tenant, personally (or to a partner or officer ol~ the Tenant if the Tenant is a firm or corporation) or delivered to the Leased Premises (whether not the Tenant has departed from, vacated or abandoned the same). Any notice shall to deemed to have been received five postal delivery days after the date of mailing or on the day following the date of delivery or sending. If it is reasonably anticipated that mail service be disrupted, notice must be delivered or sent by telecopy or other form of immediate transmission. Copy of notices to: ,: 16 Landlord: Leslie D. Jacobson The Law Offices of Leslie D. Jacobson 8150 Derry Street, Ste. A Harrisburg, Pa 17111 Tenant: 13.4 Relationship of Parties. Nothing contained in this Lease shall create any relationship between the parties hereto other than that of Landlord and Tenant. 13.5 Governing Law. This Lease shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Pennsylvania. 13.6._„ Amendment or Modification. No amendment, modification or supplement to this Lease shall be valid or binding unless set out in writing and executed by the Landlord and the Tenant. 13.7 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock- outs labor troubles, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insurrection, war or other reason of a like nature not the fault of the part' delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. This provision shall not extend Tenant's obligation to pay rent. 13.8 Severability. All of the provisions of this Lease are to be construed as covenants and agreements. If any provision of this Lease is illegal or unenforceable, it shall be considered separate and severable from the remaining provisions of this Lease, which shall remain in force and be binding as though the provision lead never been included. 13.9 Captions and Headings. The captions and headings contained in this Lease are for convenience of reference only and are not intended to limit, enlarge or otherwise affect the interpretation of the Articles, Sections or parts thereof to which they apply. 13.10 Interpretation. Wherever necessary or appropriate in this Lease, the plural shall be interpreted as singular, the masculine gender as feminine or neuter and vice versa and when there are two or more parties bound by the Tenant's covenants herein contained their obligations shall be joint and several. 13.11 Time of the Essenee. Time shall be of the essence hereof. ,~ 13.12 Successors and Assigns. Subject to specific provisions contained in this Lease to the ` contrary, this Lease shall ensure to the benefit of and be binding upon the successors an 17 assigns of the Landlord and the heirs, executors and administrators and the permitted successors and assigns of the Tenant. 13.13 Consent Not Unreasonably Withheld. For greater clarity and except as otherwise specifically provided, whenever consent or approval of Landlord or Tenant is required under the terms o1'this Lease, such consent or approval shall not be unreasonably withheld or delayed. If either party withholds any consent or approval such party shall on written request deliver to the other a written statement giving the reasons therefore. 13.14 Net Lease. 'fhe Tenant acknowledges and agrees that it is intended that this Lease is completely carefree net lease to the Landlord, except as herein set out, that the Landlord is not responsible during the term for any costs, charges, expenses or outlays of any nature whatsoever arising from or related to the Leased Premises, or the use and occupancy thereof or the business carried on therein, and the Tenant shall pay all charges impositions, costs and expenses of every nature and kind relating to the Leased Premises except as expressly herein set out. Notwithstanding anything previously contained in this lease, Landlord shall be responsible for all real estate taxes, water, and sewer. IN WITNESS WHEREOF the Landlord and the Tenant ha this Lease as of the date Land Witness `r y: Chris Sarago, Principal, Sarago Enterprises LLC iG~J` Witness on J. McGill-Sarago, P ' ciple Sarago Enterprises LLC Signature page of Lease Agreement continued on Page 19 ~.. 18 Additional Signature page Lease Agr nt WItnCSS s By: Le e ini, Principal, Sarago ~ t •prises I_,LC . .:~ i7.~1 Witness ~~ Witness i~~~i' Witness l fitness Witness By: Anri Marie Termini, Princ Sarago Enterprises LLC ,~~~/ By: Peter K. Sarago, Pri~al, Sarago Enterprises LLC By: Patricia Saragg~rincipal, Sarago Enterprises LLC By: Nikolas. Sarago, rincipal, Sarago Enterprises LLC By: Julie Sarago, Principal, Sarago Enterprises LLC 19 ADDENDUM TO COMMERCIAL LEASE AGREEMENT DATE: 12/26/06 Sarago Enterprises, LLC LEASED LOCATION: 5267 Simpson Ferry Rd Mechanicsburg, Pa. 17050 COMMENCEMENT DATE OF COMMERCIAL LEASE: April 1, 2006 TENANT; Sarago Enterprises, LLC LANDLORD: The Howard and Randall Hirsch Partnership It is agreed by Landlord and Tenant, the Options to extend the lease period as stated in the above lease have been changed; The new Lease Extension options are as follows; Tenant shall have (3) Three, (3) Three Year Options. The lease price at the start of each (3) Three-year option will be at fair market value. Landlord will contact 2 realtors specializing in commercial Retail Leasing to obtain current market value, in the advent that the realtors disagree on the current market value, Tenant agrees to pay the average of the two lease prices. In addition, in year 2 of each 3 year option, Tenant will pay a 3% price increase, in year 3 of each option, Tenant agrees to pay a 3% price increase. This Addendum in no way changes any of the terms or conditions of the original Commercial Lease Agreement or any other Agreement between Howard and Randall Hirsch Partnership and Sarago Enterprises, LLC -~ y r // / r ~-Randall Hirsch (Lan ord) Date G~ Howard and Randall Hirsch Partnership i~ 6~ hris Sarago Date Agent For Exhibit 2 ~uarantiee TO: The Howard and Randall Hirsch Partnership The undersigned (the "Guarantor") on the _~ of t'tlu~;ch , 200~hereby unconditionally and irrevocably guarantees payment and performance of all debts and obligations owing by Sarago Enterprises LLC (the "Obligor") to the Creditor or remaining unpaid by the Obligor to the Creditor under the Leases, Asset Purchase Agreement and promissory Note, or any other document orrtem relating or pertaining to the sale of the $ig Ugly ~'arehouse name and goodwill {collectively the "Obligations"). 2. The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by (i) any lack of validity or enforceability of any Obligations or any change in the time, manner or place of payment of or in any other term of the Obligations; (ii) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government; (iii) the bankruptcy, or insolvency of the Obligor or the Creditor; (iv} any lack or limitation of power, incapacity or disability on the part of the Obligor or any other irregularity, defect or informality on the part of the Obligor in its Obligations; or (v} any other law, regulation or other circumstanec which might otherwise constitute a defense available to, or a discharge of, the Obligor in respect of any or all of the Obligations. 3. The liability of the Guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditor or any security therefor including any loss of or in respect of any security received by the Creditor from the Obligor or others. The Creditor, without releasing, discharging, limiting or otherwise affecting in 'whole or in part the Guarantor's liability hereunder, may (i) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (ii} take or abstain, from taking securities or collateral fron~ the Obligor or from perfecting securities or collateral of the Obligor; (iii) accept compromises from the Obligor; (iv) apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in part from time to time as the Creditor may see fit; and (v) otherwise deal with the Obligor and all other persons and securities as the Creditor may see fit. 4. The Creditor shall not be bound ar obligated to exhaust its recourse against the Obligor or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Section 6 below) before being entitled to demand payment from the Guarantor hereunder- "The Guarantor shall not claim any set-off or counterclaim against the Obligor in respect of any liability of the Obligor to the Guarantor. 6. The Guarantor shall make payment to or performance in favor of the Creditor of the Obligations of the Guarantor forthwith after demand therefor is made to the Guarantor. page 2 The Creditor shall be entitled to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor and upon such default the Creditor may treat all Obligations as due and payable and zxtay forthwith collect from the Guarantor the total amount guaranteed hereunder. 7. The Cruarantor hereby waives notice of acceptance of this instrument. This Guarantee shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the duarantor and the Creditor. This Guarantee constitutes the entire agreement between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings ar collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth in this Guarantee. No failure on the part of the Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by la~vv. 7f any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceabiliry shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The rights of the Creditor under this Guarantee may be assigned by the Creditor without the prior consent of the Obligor or the Guarantor. The Guarantor may not assign its obligations under this Guarantee. This Guarantee shall be governed by and construed its accordance with the laws of the State of Pennsylvania and the lar~vs of the United States of America applicable therein. )(N W)(TNESS WHEREOF the Guarantor has executed this Guarantee as of the date first above mentioned. ` 7 ~ .. Witness C ago ( . ~J ' tiv ~ ARI.AL SFAL - __ SUSAN L.M. HEPP, Notary t'ubliC C!ty of Harristn;rc~. pauphin County f h"y Cf~r~ri? sc~~i~ ,S_,`~ireS Il4ay o. 200(1 ~uaralntee TO: The Howard and Randall Hirsch Partnership The undersigned (the "Guarantor") on the ~.y~ ~_ of d~a~c eh , 200,lp hereby unconditionally and irrevocably guarantees payment and perfarmance of all debts and obligations owing by Sarago Enterprises LLC (the "Obligar") to the Creditor or remaining unpaid by the Obligor to the Creditor under the Leases, Asset purchase Agreement and promissory Note, or any other document or item relating or pertaining to the sale of the Big rJgly 'V'J'arehouse name artd goodwill (collectively the "Obligations"). The liability of the Cruarantox hereunder shall be absolute and unconditional and shall not be affected by (i) any lack of validity or enforceability of any Obligations or any change in the time, manner or place of payment of or in any other term of the Obligations; {ii) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of goverrunent; (iii) the bankruptcy, or insolvency of the Obligor or the Creditor; (iv} any lack or limitation of power, incapacity or disability on the part of the Obligor or any other irregularity, defect or informality on the part of the Obligor in its Obligations; or (v) any other law, regulation or other circumstance which might otherwise constitute a defense available to, or a discharge of, the Obligor in respect of any or all of the Obligations. The liability of the Guarantor hereunder shall not be released, dischazged, limited or in any way affected by anything done, suffered or permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditor or any security therefor including any loss of or in respect of any security received by the Creditor from the Obligor or others. The Creditor, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, may (i) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (ii) take or abstain from taking securities or collateral from the Obligor or from perfecting securities or collateral of the Obligor; (iii) accept compxomises from the Obligor; (iv) apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in part from time to time as the Creditor may see fit; and (v) otherwise deal with the Obligor and all other persons and securities as the Creditor may see fit. 4. The Creditor shall not be bound or obligated to exhaust its recourse against the Obligor or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Section 6 below) before being entitled to demand payment from the Guarantor hereunder. The Cxuarantor shall not claim any set-off or counterclaun against the Obligor in respect of any liability of the Obligor to the Guarantor. 6. The Guarantor shall make payment to or performance in favor of the Creditor of the Obligations of the Guarantor forthwith after demand therefor is made to the Guarantor. Page 2 The Creditor shall be entitled to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor and upon such default the Creditor may treat alI Obligations as due and payable and may forthwith collect from the Guarantor the total amount guaranteed hereunder. 7. The Guarantor hereby waives notice of acceptance of this instrument. 8. This Guarantee shall enure to the benefit of acid be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Guarantor and the Creditor. This Guarantee constitutes the entire agreetanent between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth in this Guarantee. No failure on the part of the Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or fiirther exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. if any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The rights of the Creditor under this Guarantee may be assigned by the Creditor without the prior consent of the Obligor or the Guarantor. The Guarantor may not assign its obligations under this Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of Per~,sylvania and the laws of the United States of America applicable therein. IN'W)<TN`ESS WHEREU)~ the Guarantor has executed this Guazantee as of the date first above mentioned. ~~z~ 1.~0~~~ Witness ort r cGill-Sarago COMMONWEAk,TH OF PENNSYLVANIA NOTARIAL SEAL GAIL P. STRICKL~R, Notary Public Camp Mil! Boro, Cgmberfand County My Commission Expires Feb. 3, 2007 Exhibit 3 Guarantee TO: The Howard and Randall Hirsch Partnership The undersigned (the "Guarantor") on the ^;,y`~ _ of ('Rcuc~r~ , 200 hereby unconditionally and irrevocably guarantees payment and performance of all debts and obligations owing by Sarago Enterprises LLC (the "Obligor") to the Creditor or remaining unpaid by the Obligor to the Creditor under the Leases, Asset Purchase Agreement and Promissory Note, or any other document or item relating or pertaining to the sale of the Big Ugly 'W'arehouse name and goodwill (collectiv'ely the "Obligations"}, 1`he liability of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by (i) any lack of validity or enforceability of any Obligations or any change in the time, manner or place of payment of or in any other term of the Obligations; (ii) any impossibility, impracticability, frustration of purpose, illegality, force rnajeure or act of government; (iii) the bankruptcy, or insolvency of the Obligor or the Creditor; (iv) any lack or limitation of power, incapacity or disability on the part of the Obligor or any other irregularity, defect or informality on the part of the Obligor in its Obligations; or (v) any other law, regulation or other circumstance which might otherwise constitute a defense available to, or a discharge of, the Obligor in respect of any or all of the Obligations. 1'he liability of the ,!"guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditor or any security therefor including any loss of or in respect of any security received by the Creditor from the Obligor or others. The Creditor, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, may (i) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (ii) take or abstain from taking securities or collateral from the Obligor or from perfecting securities or collateral of the Obligor; (iii) accept compromises from the Obligor; (iv} apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in part from time to time as the Creditor may see fit; and (v} otherwise deal with the Obligor and all other persons and securities as the Creditor may see fit. 4. The Creditor shall not be bound or obligated to exhaust its recourse against the Obligor or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Section 6 below) before being entitled to demand payment from the Guarantor hereunder. 5. The Guarantor shall not claim any set-off or counterclaim against the Obligor in respect of any liability of the Obligor to the Guarantor. 6. The Guarantor shall make payment to or performance in favor of the Creditor of the Obligations of the Guarantor forthwith after demand therefor is made to the Guarantor. Page 2 The Creditor shall be entitled to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor and upon such default the Creditor may treat all Obligations as due and payable and may forthwith collect from the Guarantor the total amount guaranteed hereunder. The Guarantor hereby waives notice of acceptance of this instrument. This Guarantee shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Guarantor and the Creditor. This Guarantee constitutes the entire agreement between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth in this Guarantee. No failure on the part of the Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or fwther exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Tf any provision of ibis Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The rights of the Creditor under this Guarantee may be assigned by the Creditor without the prior consent of the Obligor or the Guarantor. The Guarantor may not assign its obligations under this Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of Pennsylvania and the laws of the ~Tnited States of America applicable therein. YN WITNESS'W'~)~)~Q)F' the Guarantor has executed this Guarantee as of the date first above mentioned. ~~ ltneSS Nikolas Sarago .i •.., ~ ,,.frj. Fs:'_',r'(% henry ~;~t.;ii;. Exhibit 4 Guaranxee TO: The Howard and Randall Hirsch Partnership The undersigned (the "Guarantor"} on the ;-~y~ of C'(1a s c~,_~, 2U0 ~p hcrcby unconditionally and irrevocably guarantees payment and performance of all debts and obligations owing by Sarago Enterprises LLC (the "Obligor"} to the Creditar or remaining unpaid by the Obligor to the Creditor under the Leases, Asset Purchase Agreement and Promissory Note, or any other document or item relating or pertaining [o the sale of the Big Ugly ~Jarehouse name and goodwill (collectively the "Obligations"). 2. The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by (i) any lack of validity or enforceability of any Obligations or any change in the time, manner or place of payment of or in any other term of the Obligations; (ii) an;y impossibility, unpracticability, frustration of purpose, illegality, force mctjeure or act of government; (iii) the bankruptcy, or insolvency of the Obligor or the Creditor; (iv) any lack or limitation of power, incapacity or disability on the part of the Obligor or any other irregularity, defect or informality on the part of the Obligor in its Obligations; or (v) any other law, regulation or other circumstance which might otherwise constitute a defense available to, or a discharge of, the Obligor in respect of any or all of the Obligations. The liability of the Guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditar ar any security therefor including any loss of or in respect of any security received by the Creditor from the Obligor or others. The Creditor, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, may (i) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (ii} take or abstain frolt~, taking securities or collateral from the Obligor or from perfecting securities or collateral of the Obligor; (iii) accept compromises from the Obligor; (iv) apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in pan from time to time as the Creditor may see fit; and (v) otherwise deal with the Obligor and all other persons and securities as the Creditor may see fit. 4. The Creditor shall not be bound or obligated to exhaust its recourse against the Obligor or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Section 6 below) before being entitled to demand payment from the Gruarantor hereunder. The Guarantor shall not claim any set-off or counterclaim against the Obligor in respect of any liability of the Obligor to the Guarantor. The Guarantor shall make payment to or performance in favor of the Creditor of the Obligations of the Guarantor forthwith after demand therefor is made to the Guarantor. Page 2 The Creditor shall be entitled. to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor and upon such default the Creditor may treat all Obligations as due and payable and may forrh~with collect from the Guazantor the total amount guaranteed hereunder. The Guarantor hereby waives notice of acceptance ofthis instrument. This Guarantee shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Cruarantor and the Creditor. This Guarantee constitutes the entire agreement between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties tuith respect thereto. There aze no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth in this Guarantee. No failure on the part of the Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by lavv. if any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The rights of the Creditor under this Guarantee may be assigned by the Creditor without the prior consent of the Obligor or the Guarantor. The Guarantor may not assign its obligations under this Guarantee. This Cruarantee shall be governed by and construed in accordance with the laws of the State of Pennsylvania and the laws of the YJnitcd States of America applicable therein. )!N 'tX~XTNESS EREO)F the Guarantor has executed this Guarantee as of the date fzrst above mentioned. r e 1\ 7 r ess Patricia Sarago / ~~~~ 7 / ~'~ ! / NOTARIAL SEAL ~~' SUSAN L,Mt. HEPP, Notary Public City of Harrisburg, Dauphin Counl My Comrriission Expires May b, 2Q~G Cr~arantee TO: The Howard and )Randall Hirsch Partnership The undersigned (the "Guarantor") on the ,a ~ of J~t~r-c ~~ , 200 hereby unconditionally and irrevocably guarantees payment and performance of all debts and obligations owing by Sarago Enterprises LLC (the "Obligor") to the Creditor or remaining unpaid by the Obligor to the Creditor under the Teases, Asset Purchase Agreement and Promissory Note, or any other document or item relating or pertaining to the sale of the Big Ugly Warehouse name and goodwill (collectively the "Obligations"). The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be affected by (i) any lack of validity or enforceability of any Obligations or any change in the time, manner or place of payment of or in any other term of the Obligations; (ii) any impossibility, impracticability, frustration ofpurpose, illegality, force majeure or act of government; (iii) the bankruptcy, or insolvency of the Obligor or the Creditor; (iv} any lack or limitation of power, incapacity or disability on the part of the Obligor or any other irregularity, defect or informality on the part of the Obligor in its Obligations; or (v) any other law, regulation or other circumstance which might otherwise constitute a defense available to, or a discharge of, the Obligor in respect of any or all of the Obligations. The liability of the Guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditor or any security therefor including any loss of or in respect of any security received by the Creditor from the Obligor or others. The Creditor, without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, may (i) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (ii) take or abstain from taking securities or collateral from the Obligor or from perfecting securities or collatexal of the Obligor; (iii) accept compromises from the Obligor; (iv) apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in part from time to time as the Creditor may see fit; and (v) otherwise deal with the Obligor and all other persons and securities as the Creditor may see fit. 4. The Creditor shall not be bound or obligated to exhaust.its recourse against the Obligor or other persons or any securities or collateral it may hold or take any othex action (other than to make demand pursuant to Section 6 below) before being entitled to demand payment from the Guarantor hereunder. The Guarantor shall not claim any set-off or counterclaim against the Obligor in respect of any liability of the Obligor to the Guarantor. 6. The Cruarantor shall make payment to or performance in favor of the Creditor of the Obligations of the Guarantor forthwith after demand therefor is made to the Guarantor- page 2 The Creditor shall be entitled to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor and upon such default the Creditor may treat all Obligations as due and payable and may forthwith collect from the Guarantor the total amount guaranteed hereunder. 7. The Guarantor hereby waives notice of acceptance of this instrument. 8. This Guarantcc shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Guarantor and the Creditor. This Guarantee constitutes the entire agreemcnt between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties othex than as expressly set forth in this Guarantee. No failure on the part of the Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. if any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The rights of the Creditor under this Guarantee may be assigned by the Creditor without the prior consent of the Obligor or the Guarantor. The Cxuarantor may not assign its obligations under this Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of Pennsylvania and the laws oi'the Clnited States of America applicable therein. YN WITNESS WHEItEO)E` the Guarantor has executed this Guarantee as of the date first above mentioned. Witness Peter K. Sarago CQMMGNNiEALTH G~ i'ENNSYl.VANIA NOTARIAL. SEAL GAIL P. 57RfCKL~R, Notary Public Camp Hill Boro, Cumberland County My Camrfl~ssign Expires Feb. 3, 20G7 Exhibit 5 Guarantee TO: The Howard and 1Zandall Hirsch Partnership The undersigned (the "Guarantor") on the 6 ;y~-~, of ~p~r~~, ~00~ hereby unconditionally and irrevocably guarantees payment and performance of all debts and obligations awing by Sarago Enterprises LIaC (the "Obligor") to the Creditor or remaining unpaid by the Obligor to the Creditor under the Leases, Asset Purchase Agreement and Promissory Note, or any other document or item relating or pertaining to the sale of the Big Ugly Warehouse name and goodwill (eollecti~rely the "Obligations"). 2. The liability of the Guazantor hereunder shall be absolute and unconditional and shall not be affected by (i) any lack of validity or enforceability of any Obligations or any change in the tinne, manner or place of payment of or in any other term of the Obligations; (ii) any impossibility, impracticability, frustration ofpurpose, illegality, force majeure or act of government; (iii) the bankruptcy, or insolvency of the Obligor ox the Creditor; (iv) any lack or limitation of power, incapacity or disability on the part of the Obligor or any other irregularity, defect or informality on the part of the Obligor in its Obligations; or (v) any other law, regulation or other circumstance which might otherwise constitute a defense available to, ar a discharge of, the Obligor in respect of any or all of the Obligations. 3. The liability of the Guarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered or permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditor or any security therefor including any loss of or in respect of any security xeceived by the Creditor from the Obligor or others. The Creditor, without releasing, dischazging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder, may (i) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (ii) take or abstain from taking securities or collateral from the Obligor or from perfecting securities or collateral of the Obligor; (iii} accept compromises from the Obligor; (iv) apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in part from time to time as the Creditor may see fit; and (v) otherwise deal with the Obligor and all other persons and securities as the Creditor may see fit. 4. The Creditor shall not be bound or obligated to exhaust its recourse against the Obligor or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Section 6 below) before being entitled to demand payment from the Guarantor hereunder. The Guarantor shall not claium any set-off or counterclaim against the Obligor in respect of any liability of the Obligor to the Guarantor. The Guarantor shall make payment to or performance in favor of the Creditor of the Obligations of the Guarantor forthwith after demand therefor is made to the Guarantor. Page 2 The Creditor shall be entitled to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor arxd upon such default the Creditor may treat all Obligations as due and payable and may forthwith collect from the Guarantor the total amount guaranteed hereunder. The Guarantor hereby waives notice of acceptance of this instrument. 8. This Guarantee shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Guarantor grad the Creditor. This Guarantee constitutes the entire agreement between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between such parties with respect thereto. There aze no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth in this Guarantee. No failure on the part of the Creditor to exercise, and no delay in exercising, airy right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other night. The remedies herein provided are cumulative anal not exclusive of any remedies provided bylaw. If any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The rights of the Creditor under this Guarantee may be assigned by the Creditor without the prior consent of the Obligor or the Guarantor. The Guarantor may not assign its obligations under this Guarantee. This Guarantee shall be governed by and construed in accordance with the laws of the State of Pennsylvania and the laws of the United States of America applicable therein. TN''VVITN)ESS `WHET~O>F' the Guarantor has executed this the date first above COMMOkd~,>i ~ ~'~NW91`LVANIA NQT at_ SEAL. KA7HL): OTARY PUBLIC CITY OF SCRANTON, LACKAWANNA COUNTY MY COMMISSION EXPIRES OCT. 21, 2009 Guarantee TO: The Howard and Randall Hirsch Partnership The undersigned (the "Guarantor") on the ~y~h _ of ~~.£~~~-, , 200~p hereby unconditionally and irrevocably guarantees payment and performance of all debts and obligations owing by Sarago Enterprises LLC (the "Obligor") to the Creditor or remaining unpaid by the Obligor to the Creditor under the Leases, Asset purchase Agreement and Promissory Note, or any other document or item relating or pertaining to the sale of the Big Y.l'gly Warehouse name and goodwill (collectively the "Obligations"). 2, The liability ofthe Guarantor hereunder shall be absolute and unconditional and shall not be affected by (i) any lack of validity ot~ enforceability of any Obligations or any change in the time, manner or place of payment of or in any other term of the Obligations; (ii) any impossibility, impracticability, frustration of purpose, illegality, force mujeure or act of government; (iii) the bankruptcy, or insolvency of the Obligor or the Creditor; (iv) any lack ar limitation of power, incapacity or disability on the part of the Obligor or any other irregularity, defect or informality on the part of the Obligor in its Obligations; or (v} any other law, regulation or other circumstance which might otherwise constitute a defense available to, or a discharge of, the Obligor in respect of any or all of the Obligations. The liability of the Cruarantor hereunder shall not be released, discharged, limited or in any way affected by anything done, suffered ox permitted by the Creditor in connection with any duties or liabilities of the Obligor to the Creditor or any security therefor including any loss of or in respect of any security received by the Creditor from the Obligor or others. The Creditor, without releasing, discharging, limiting or otherwise affecting in whole or in part the Cruarantor's liability hereunder, may (i) grant time, renewals, extensions, indulgences, releases and discharges to the Obligor; (ii) take or abstain from taking securities or collateral from the Obligor or from perfecting securities or collateral of the Ubligor; (iii) accept compromises from the Obligor; (iv) apply all money at any time received from the Obligor or from securities upon such part of the Obligations as the Creditor may see fit or change any such application in whole or in part from time to time as the Creditor may see fit; and (v) otherwise deal with the Obligor and ail other pcrsoz~s and securities as the Creditor may see fit. 4. The Creditor shall not be bound or obligated to exhaust its recourse against the Obligor or other persons or any securities or collateral it may hold or take any other action (other than to make demand pursuant to Section 6 below) before being entitled to demand payment from the Guarantor hereunder. The Cruarantor shall not claim any set-off or counterclaim against the Obligor in respect of any liability of the Obligor to the Guarantor. 6. The Guarantor shall make payment to or performance in favor of the Creditor of the Obligations of the Guarantor forthwith after demand therefor is made to the Guarantor. Page 2 The Creditor shall be entitled to make demand upon the Guarantor at any time upon a default in payment of any amount owing by the Obligor to the Creditor and upon such default the Creditor may treat all Obligations as due and payable and may forthwith collect from the Guarantor the total amount guazanteed hereunder. The Guarantor hereby waives notice of acceptance of this instrument. 8- This Guarantee shall enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Guarantor and the Creditor. This Guarantee constitutes the entire agreement between the Creditor, the Obligor and the Guarantor with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreerrtents between such parties with respect thereto- There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between such parties other than as expressly set forth in this Guarantee. No failure on the part of the Creditor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, >.aor shall any single or partial exercise of any right hereunder preclude the other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. if any provision of this Guarantee is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. The rights of the Creditor under this Cruazantee may be assigned by the Creditor without the prior consent of the Obligor or the Guarantor. The Cruazantor may not assign its obligations under this Guarantee. This Cruarantee shall be governed by and construed in accordance with the laws of the State of Pennsylvalvia and the laws of the CJnited States of America applicable therein. IN WITNESS WYIEREOF the Guarantor has executed this G1.iarantee as of the date first above /~~ -' Aran Marie ermini COMMONWE~~rN o~ P~eNiuBYE.VANIA iVOTARIAI" SEAL KATHLEEN WEIN. NU7ARY PUBLIG CIT1' Of SCRANTOtV. tACKAWANNA COUNTY MY COMMISSION EXPIRES OCT. 21, 2009 Exhibit 6 Hr.RSCH PARTIVE~'tSH~P 618 Poplar Rd. bllisburg, Pa. 17019 {717) 5540366 Fax (717) X32-1533 12!26/07 Saraga Enterprises 5267 Simpson Ferry Ttd. Mechanicsburg, pa 17050 NOTI(C)E OP' IDEFAUT.T Lessee: Sarago Enterprises, LLC This is a formal notice that you are in default on your leases with Howard and Randall Hirsch Partnership for the leased locations; 200 S. Stunner St. 'York, Pa 17404 and 526'1 Simpson )~ erry Rd. Mechanicsburg, Pa. 17050. The reason for the default !s unpaid Rent, 'faxes, & Utilities for the months of December, 2007 All past due Rents, Taxes, utilities, and other monies due Howard and Ttsndall Hirsch Partnership must be paid in full before 12/31/07 or further action will be taken, The total amount due as of 12/16/07 is $18,829.46. You have personally guaranteed these rent payments. Full payment for December rent is due immediately or we may act on these guarantees. Your rent is continually late, and your promises to how you are going to pay the rent have been continually broken. We can not allow any more late payments or broken promises. Per the lease Hirsch Partnership has the right to any or all of the following (1) charge interest of prime plus 4% on any unpaid balance. (2) lie entitled to the full amount of the current months rent plus collect the next 3 month rent which will become due immediately, and many other options (read Article 10 of the lease). We reserve the right to pursue all remedies legal and Equitable, including but not limited to paragraph 10.3 of the lease. Sincerely, Randall ~lirsch Partner hloward and Randall Hirsch partnership cc; Chris Sarago Lori J. McGill-Sarago Peter K.Sarago Patricia Sarago Lee Termini Ann Marie Termini Nikolas Sarago Exhibit 7 HIRSCH PARTNERSHIP 610 Poplar Rd. Dillsburg, Pa. 17019 (717) 554-0366 Fax (717) 432=1533 12/26/07 Nikolas & Julie Sarago 633 Bedford St. Carlisle, Pa. 17013 NOTICE OF DEFAULT Lessee: Sarago Enterprises, LLC This is a formal notice that you are in default on your leases with Howard and Randall Hirsch Partnership for the leased locations; 200 S. Sumner St. York, Pa 17404 and 5267 Simpson Ferry Rd. Mechanicsburg, Pa. 17050. The reason for the default is unpaid Rent, Taxes, & Utilities for the months of December, 2007 All past due Rents, Taxes, utilities, and other monies due Howazd and Randall Hirsch Partnership must be paid in full before 12/31/07 or further action will be taken, The total amount due as of 12/16/07 is $18,829.46. You have personally guaranteed these rent payments. Full payment for December rent is due immediately or we may act on these guazantees. Your rent is continually late, and your promises to how you are going to pay the rent have been continually broken. We can not allow any more late payments or broken promises. Per the lease Hirsch Partnership has the right to any or all of the following (1) chazge interest of prime plus 4% on any unpaid balance. (2) Be entitled to the full amount of the current months rent plus collect the next 3 month rent which will become due immediately, and many other options (read Article 10 of the lease). We reserve the right to pursue all remedies legal and Equitable, including but not limited to paragraph 10.3 of the lease. Sincerely, Randall Hirsch Partner Howard and Randall Hirsch Partnership cc; Chris Sarago Lori J. McGill-Sarago Peter K. Sarago Patricia Sazago Lee Termini Ann Marie Termini HIRSCH PARTNERSHIP 610 Poplar Rd. Dillsburg, Pa. 17019 (717) 554-0366 Fax (717) 432-1533 12/26/07 Lee Termini Ann Marie Termini 204 Cross Gate Dr Clarks Summit, Pa. 18411 NOTICE OF DEFAULT Lessee: Sarago Enterprises, LLC This is a formal notice that you are in default on your leases with Howard and Randall Hirsch Partnership for the leased locations; 200 S. Sumner St. York, Pa 17404 and 5267 Simpson Ferry Rd. Mechanicsburg, Pa. 17050. The reason for the default is unpaid Rent, Taxes, & Utilities for the months of December, 2007 All past due Rents, Taxes, utilities, and other monies due Howard and Randall Hirsch Partnership must be paid in full before 12/31/07 or further action will be taken, The total amount due as of 12/16/07 is $18,829.46. You have personally guaranteed these rent payments. Full payment for December rent is due immediately or we may act on these guarantees. Your rent is continually late, and your promises to how you are going to pay the rent have been continually broken. We can not allow any more late payments or broken promises. Per the lease Hirsch Partnership has the right to any or all of the following (1) charge interest of prime plus 4% on any unpaid balance. (2) Be entitled to the full amount of the current months rent plus collect the next 3 month rent which will become due immediately, and many other options (read Article 10 of the lease). We reserve the right to pursue all remedies legal and Equitable, including but not limited to paragraph 10.3 of the lease. Sincerely, Randall Hirsch Partner Howard and Randall Hirsch Partnership cc; Chris Sarago Lori J. McGill- Sarago Nikolas Sarago Julie Sarago Peter K. Sarago Patricia Sarago HIRSCH PARTNERSHIP 610 Poplar Rd. Dillsburg, Pa. 17019 (717) 554-0366 Fax (717) 432-1533 10/16/07 Chris Sarago Lori J. McGill-Sarago 1418 Red Hill Rd. Dauphin, Pa. 17018 NOTICE OF DEFAULT Lessee: Sarago Enterprises, LLC This is a formal notice that you are in default on your leases with Howard and Randall Hirsch Partnership for the leased locations; 200 S. Sumner St. York, Pa 17404 and 5267 Simpson Ferry Rd. Mechanicsburg, Pa. 17055. The reason for the default is unpaid Rent, Taxes, & Utilities for the months of June & October, 2007 All past due Rents, Taxes, utilities, and other monies due Howard and Randall Hirsch Partnership must be paid in full before 10/31 /07 or further action will be taken, The total amount due as of 10/ 16/07 is $38,846.67. We reserve the right to pursue all remedies legal and Equitable, including but not limited to paragraph 10.3 of the lease. Sincerely, Randall Hirsch Partner Howard and Randall Hirsch Partnership cc; Nikolas Sarago Julie Sarago Peter K. Sarago Patricia Sarago Lee Termini Ann Marie Termini Exhibit 8 ~"1RSCl~'' .PAR TNER,S~1'P 610 Poplar ltd. Dillsbarg,l'a. 17019 (717) SS4-0366 Fax (717) 432-1533 1~0_ TICE January 1, 2008 Sarago Enterprises 5267 Simpson perry Rd. Mechanicsburg, Pa 17050 Pursuant to paragraph 10.3d ofyour lease, you are hereby notified that your lease is terminated effective January 14, 200$ Randall Hirsch Creneral Partner The Howard and Randall pTirsch Partnership Exhibit 9 Hr.RSC~' 1°'AR TN~RS.HIP 6101'oplar Rd. Dillsburg, itia.170X9 (717) 554-0366 ]F'aa (717) 432-1533 January 14, 2008 Sarago Enterprises 5267 Sirnpso~a Ferry Rd. Mechanicsburg, Pa 17050 Pursuant to Paragraph I0.3d of your lease, you your lease is hereby terminated effective January 14, 2008 Randall Hirsch General Partnez The Howard. ar~d Randall Hirsch Partnership Exhibit 10 THE HOWARD AND RANDALL IN THE COURT OF COMMON PLEAS HIRSCH PARTNERSHIP CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF v. NO. SARAGO ENTERPRISES, LLC, CHRIS CIVIL ACTION -LAW AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR MONEY SARAGO AND PETER K. SARAGO, LEE : AND POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS AFFIDAVIT OF NON-CONSUMER TRANSACTION I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify, that to the best of my knowledge, that the Confession of Judgment for Money and Confession of Judgment for Possession attached is not being entered against a natural person in connection with a consumer credit transaction. I further state that this information is true and correct to the best of my knowledge and belief and up~ information received from others. Dated: January 18, 2008 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN slie D. Jacobson I # 52673 8 50 Derry Street arrisburg, PA 1711 17.909.5858 FAX: 717.909.7788 Attorney for Plaintiff ss. On this, the 18th day of January 2007, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. t COMMONWEALTH OF PENNSYLVANIA NOt Pub11C Notarial Seal Jennifer L. Karr, Notary Public Swatara Tvvp., Dauphin County My Commission E~ires March 7, 2011 Member, Pennsylvania Association of Notaries THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION -LAW NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR MONEY SARAGO AND PETER K. SARAGO, LEE : AND POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS AFFIDAVIT OF NON-RETAIL INSTALLMENT AGREEMENT I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify, that to the best of my knowledge, that the Confession of Judgment for Money and Confession of Judgment for Possession attached is not being entered pursuant to a Retail Installment Sales Agreement between the Plaintiff an efendant for r idential property. I further state that this information is true and correct to the be of ~y knov~ed and be~ of and upon information received from others. I, ' ` Dated: January 18, 2008 slie D. Jacobson I # 52673 8150 Derry Street Harrisburg, PA 171 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 18th day of January 2007, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Karr, Notary Public Swatara Twp., Dauphin County My Commission E~ires March 7, 2011 N Pub 'c Member, Pennsylvania Association of Notaries THE HOWARD AND RANDALL IN THE COURT OF COMMON PLEAS HIRSCH PARTNERSHIP CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF v. NO. SARAGO ENTERPRISES, LLC, CHRIS CNIL ACTION -LAW AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR MONEY SARAGO AND PETER K. SARAGO, LEE : AND POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS AFFIDAVIT OF NON-MILITARY SERVICE I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify, that to the best of my knowledge, that the party against whom judgment is to be entered according to the Confession of Judgment for Money and Confession of Judgment for Possession attached is not a member of the Armed Forces of the United States or any other military or non-military service covered by the Soldiers and Sailors Civil Relief Act of 1940. I further state that this information is true and correct to the best of knowledge and belief and upon information received from others. Dated: January 18, 2008 es~1e D. Jacobson # 52673 150 Derry Street Harrisburg, PA 17111 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 18th day of January 2007, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Karr, Notary Public SvYatara Twp., Dauphin County My Commission E~ires March 7, 2011 No Publi Member, Pennsylvania Association of Notaries THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI DEFENDANTS CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR MONEY AND POSSESSION OF REAL PROPERTY AFFIDAVIT OF DEFAULT I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify that to the best of my knowledge, the Confession of Judgment for Money and Confession of Judgment for Possession attached is being entered based upon monetary default of the Defendant for failure to pay month utility bills when requested. All notices of default pursuant to the terms of the Lease have been provided to Defendts. I further $~ate that this information is true and correct to the best of my knowledge and belie d upon info ation received from others. C Dated: January 18, 2008 eelie D. Jacobso I # 52673 150 Derry Street arrisburg, PA 171 l 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 18th day of January 2007, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Karr, Notary Public Stnratara Twp., Dauphin Courtly My Commission E~ires March 7, 2011 ~ ` N~ubli Member, Pennsylvania Association of Notaries _ ~ ~} r.,.] .`t'1 ' ' --y _... . _ ..... _.. - l'i ~ t. ^ i1 C.,, • ' THE HOWARD AND RANDALL IN THE COURT OF COMMON PLEAS HIRSCH PARTNERSHIP CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF v. NO. SARAGO ENTERPRISES, LLC, CHRIS CIVIL ACTION -LAW AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR MONEY SARAGO AND PETER K. SARAGO, LEE : AND POSSES5ION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS NOTICE UNDER RULE 2973.2 OF JUDGMENT AND EXECUTION NOTICE OF DEFENDANTS RIGHTS To: Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 A judgment for possession of real property has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in the written lease agreement or other paper allegedly signed by you. The sheriff may remove you from the property at any time after thirty (30) days from the date on which this notices is served on you. You may have legal rights to defeat the judgment or to prevent your from being removed from the property. ANY PETITION SEEKING RELIEF FROM THE JUDGMENT MUST VE FILED WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFOR TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. -- `r CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, Pennsylvania 17013 Dated: January 18, 2008 acobson 8150 Refry Street Harrisburg, PA 17111 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff ~- ~ ~' •r p ~ ~ THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-454 CIVIL TERM SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI DEFENDANTS CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR POSSESSION OF REAL PROPERTY CONFESSION OF JUDGMENT FOR POSSESSION Pursuant to the authority in the Warrant of Attorney, the original or a copy of which is attached to the Complaint filed in this action, I appear for the Defendant Sarago Enterprises, LLC and confess judgment for possession in favor of Plaintiff and against Defendant Sarago as follows: 5267 E. Simpson Ferry Road Mechanicsburg, Pennsylvania 17050-3507 Dated: January 21, 2008 sly D. Jacobso # 52673 8150 Derry Street Harrisburg, PA 1711 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff 12. It has been more than five days since the Plaintiff notified Defendant Sarago that it was in default for failing to pay rent, utilities, and its other obligations under the oral agreement with the Plaintiff. 13. Because Defendant Sarago has not tendered payment pursuant to its obligation under the Lease, Defendant Sarago is in default under the terms of the Lease as herein set forth. 14. Pursuant to Article 10, section 10.3(d) of the Lease, Plaintiff may terminate the Lease by leaving notice upon the Leased Premises ten (10) days prior to written notice of termination. 15. On January 2, 2008, Plaintiff placed a Notice upon the Leased Premises notifying Defendant Sarago that the Lease would be terminated effective January 14, 2008. A copy of the Notice to Defendant is attached hereto and made part hereof as Exhibit " 3". 16. On January 14, 2008, Plaintiff sent a letter to Defendant informing the Defendant that the Lease had been terminated. A copy of the Letter to Defendant dated January 14, 2008 is attached hereto and made part hereof as Exhibit "4". 17. The Lease has not been assigned. 18. Judgment is not being entered by confession against a natural person in connection with a residential lease or a consumer transaction. An Affidavit ofNon-Consumer Transaction is attached hereto and made part hereof as Exhibit "5" 19. Attached as Exhibits "6" are Affidavits ofNon-Retail Installment Agreement, of Non-Military Service and of Default. 20. Judgment on the Lease has not been entered in any jurisdiction. CONFESSION OF JUDGMENT FOR POSSESSION 21. The averments set forth in paragraphs 1 through 20 aze incorporated herein by reference as if set forth at length. 22. Defendant Sazago has defaulted under the terms and conditions of the Lease by failing to comply with its terms as previously stated herein. 23. The Lease provides, inter alia, that in the event of default by the Defendant Sarago, Plaintiff may confess judgment against Defendant Sazago for possession of the Property. 24. The Lease provides, inter alia, that if Defendant Sarago defaults under the terms of the Lease, Plaintiff may cause judgment in ejectment against Defendant Sarago for possession of the Property. 25. Plaintiff provided Defendant Sarago with written notice of default. 26. The Lease provides that in the event of default by the Defendant Sarago, Defendant Sarago is liable for Plaintiffls attorney's fees and cost incurred to protect the Plaintiff's interest and/or to enforce its rights. WHEREFORE, Plaintiff demands Judgment for possession of the Premises in accord with the terms of the Lease authorized by the Warrant appearing in the attached Lease and for any other whatever relief deemed just and appropriate. Respectfully Submitted, THE LAW OFF ES OF LESLIE DAVID JACOBSON l Dated: January 21, 2008 Leslie D. Jaco so ID# 52673 8150 Derry Str et Harrisburg, PA 7111 717.909.5858 FAX: 717.909.7788 THE HOWARD AND RANDALL IN THE COURT OF COMMON PLEAS HIRSCH PARTNERSHIP CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF v. NO. 08-454 CIVIL TERM SARAGO ENTERPRISES, LLC, CHRIS CIVIL ACTION -LAW AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR SARAGO AND PETER K. SARAGO, LEE : POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS PETITION TO STRIKE JUDGMENT AND REQUEST FOR PROMPT HEARING I hereby certify that I did not voluntarily, intelligently and knowingly waive my right to notice and hearing prior to entry of judgment. I petition the court to strike the judgment on this ground and request a prompt hearing on this issue. I verify that the statements made in this Request for Hearing are true and correct. I understand that false statements herein are made subject to penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Notices of the hearing should be given to me at: Street Address City, State Telephone Number Date: Defendant Exhibit 1 COMMERCIAL LEASE AGREEMENT THIS LEASC -nadc as of-lhc Iti' day oi~/~pril, 2006 between "I'hc I-Toward and Randall l~irsch Partnership (the "Landlord"), and Saral;o I:ntcrpriscs, LLC (the "Tenant"). IN CONSIDERATION of the mutual covenants contained herein, the Landlord and Tenant hereby agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions. In this Lease the following terms shall have the following meanings: "Additional Rent" means all other amounts payable by the Tenant to the Landlord or to be discharged as Rent under this Lease; "Building" means the building(s) located on the Land, including all alterations and addition thereto and replacements thereof; "Commencement llate" means April 1, 2006; "Cvent of• llefault" means an event rclcrrcd to in Section 10.2; "Land" means the 16,000 square foot showroom and off ces, and the 16,000 square foot warehouse otherwise located municipally at'S25~7~~1JY Spsan:~Fet~y~~Rda~d~~ Mechanicsburg, Pennsylvarri~a`~~ "Lease" means this lease and any Schedules attached hereto which are referred to in this lease and every executed instrument which by its terms amends, modifies or supplements this lease; "Lease Year" means each successive periods of twelve (12) calendar months during the Term ending on an anniversary of the Commencement Date; provided that if the Landlord deems it necessary for the Landlord's accounting purposes, the Landlord may by written notice to the Tenant specify another day on which each subsequent lease year is to commence and in such event, the appropriate adjustments shall be made accordingly; "Leased Premises" means the 16,000 square foot showroom and offices, and the 16,000 square foot warehouse otherwise located municipally at 5267 E. Simpson Ferry Road, Mechanicsburg, Pennsylvania "Minimum Rent" means for each Lease Year, in the amount of $6.00 per square foot at a Minimum Rent amount of $8,000.00 per month for the 16,000 square foot showroom and offices and $4.00 per square foot at a Minimum Rent amount of $5,333.33 per ..~ month for the 16,000 square foot warehouse, for the first year of the lease. During the second year and any succeeding year, Tenant will pay fair market value For rental space. Fair market value will be determined by calling 2 or 3 Qualified Commercial Realtors specializing in Retail Rental Space and Tenant will pay the mean of the values given by these realtors. "Occupancy Date" means April 1, 2006 ; "Permitted Use" means the business of the Qig Ugly Warehouse and any and all uses ancillary thereto; "Rent" Il1Can5 the aggregate OI~all ilnlOUitti httyElhlC by the ~I CnBnl t(1 the I,ilndl0l•CI UndCl' thiti I,casc; "Term" means a period of two (2) years, commencing on the Commencement Date or any renewal period hereunder; "Termination Date" means March 31, 2008, unless earlier terminated or extended, as provided in this Lease; "Value Taxes" means al[ goods and services taxes, sale taxes, value-added taxes, and an other taxes imposed on the Landlord with respect to this Lease, the services provide hereunder or the Rent. ARTICLE 2 GRANT OF LEASE AND GENERAL COVENANTS 2.1 Grant. The Landlord hereby leases to the Tenant and the Tenant hereby leases from the Landlord the Leased Premises, to have and to hold during the Term, subject to the terms and conditions of this Lease. If at any time Landlord decides to redevelop or renovate the property, Landlord reserves the right to change the area rented by Tenant, and at that time the rent and other related .•.,,Ierms of the shall be adjusted in a pro rata fashion. The Lease shall remain in full force and effect. 2.2 Landlord's General Covenants. The Landlord covenants with the Tenant: (a) for quiet enjoyment of the Leased Premises by Landlord or anyone claiming through the Landlord; and (b) to observe and perform all the covenants and obligations of the Landlord herein. 2.3 Tenant's General Covenants. The Tenant covenants with the Landlord: (a) to pay Rent; and ~.„~ (b) to observe and perform all the covenants and obligations of the Tenant herein. ARTICLE 3 TERM AND POSSESSION 3.1 Term. The Term of this Lease shall' be two (2) years begimling on the Commencement Date unless terminated earlier as proi~ided in this Lease. 3.2 Options. Landlord herby grants Tenant one (1) option to extend this Lease, that being two (2) years, under the same terms and conditions, on the minimum rent stated herein, subject to adjustment by Landlord. Tenant may exercise its option rights if it is not in default or provides at least 12 months notice prior to end of their current term. 3.3 Possession of Leased Premises. Notwithstanding the Term, the Tenant shall have occupancy of the Leased Premises from and after the Occupancy Date to the Commencement Date during which period the Tenant shall pay all Rent, other than Minimum Rent, and shall observe and perform all the covenants and obligations of the Tenant herein. ARTICLE 4 RENT 4.1 Rent. The Tenant shall pay to the Landlord as Rent for the Leased Premises the aggregate of: (a) Minimum Rent in respect of each year of the Term or renewal terms as the case may be payable in advance and without notice or demand or setoff in monthly installments commencing on the Commencement Date; and (b) Additional Rent at the times and in the manner provided in this Lease or, if not so provided, as reasonably required by the Landlord. If the Commencement Date is not the first day of a calendar month, Rent for the period from the Commencement Date to the f rst day of the next calendar month shall be pro- rated one per diem basis and paid on the Commencement Date and thereafter all subsequent monthly installments of Rent shall be paid in advance on the first day of each calendar month. (c) Landlord will defer the first month's rent, the amount of the first month's rent will be divided by eleven (l l) and added to the balance each month during the first year of rent. 4.2 Net Lease. It is the intent of the Landlord and the Tenant that this Lease shall be frilly net to the Landlord, provided that the Tenant shall not be responsible for costs and expenses expressly excluded by the terms of this Lease, and including but not limited to the following: (a) mortgage payments of capital or interest on any mortgage affecting the Leased =~ Premise; (b) any income taxes of the Landlord, except to the extent that such income taxes are imposed in lieu of real property taxes; (c) any ground rental. 4.3 Payment of Rent. All amounts payable by the Tenant to the Landlord pursuant to this Lease shall be deemed to be Rent and shall be payable and recoverable as Rent in the __ manner herein provided and the Landlord shall have all rights against the Tenant for default in any such payment as in t11e case of arrears of rent. Except as provided in Section 8.1, Rent shall be paid'to the Landlord in lawful money of the United States of America, without deduction or setoff, at the address of the Landlord or to such other person or such other address as Landlord may from time to time designate in writing. The Tenant's obligation to pay Rent shall survive the expiration of earlier termination of this Lease. ARTICLE 5 USE AND OCCUPATION 5.1 Use of Leased Premises. 1'he "Tenant shall use the Leased premises only for the Permitted Use and shall not use ot• permit to be used the Leased Premises or any part thereof for any other purpose or business or by any persons other than the Tenant. 5.2 Compliance with Laws. The 'tenant shall comply with present and future laws, regulations and orders relating to the occupation or use of the Leased Premises, the condition of the leasehold improvements, equipment and other property of the Tenant therein, the making by the Tenant of any repairs, changes or improvements and the conduct of business in the Leased Premises. 5.3 Prohibited Uses. The Tenant shall not commis, cause or permit any nuisance or any waste injury to or in or about the Leased Premises, or to any of the leasehold improvement merchandise or fixtures therein, or conduct any use or manner of use causing annoyance to any person. Without limiting the generality of the foregoing, the Tenant shall not use permit the use of any portion of the Leased Premises for any dangerous, illegal, noxious odorous or offensive trade, business or occurrence or other use contrary to the provisions this Lease. The Tenant shall keep the Leased Premises free of debris or anything of dangerous, noxious, odorous or offensive nature or which could create an environmental or fire hazard (through undue load on electrical circuits or otherwise) or undue vibration, heat noise. 5.4 Hazardous Use. The Tenant shall not do, omit to do or permit to be done anything which will cause or shall have the effect of causing the cost of the Landlord's insurance in respect the Leased Premises to be increased at any time during the Term or any policy of insurance on or relating to the Leased Premises to be subject to cancellation. Without waiving the foregoing prohibition, the Landlord may demand and the Tenant shall pay to the Landlord upon demand, the amount of any increase in the cost of insurance caused by anything so done or omitted to be done. The Tenant shall forthwith upon the --.. Landlord's request comply with the requirements of the Landlord's insurers, cease any activity complained of and make good any circumstance which has caused any increase in insurance premiums or the cancellation any insurance policy. If any policy of insurance in respect of the Leased Premises is cancellation or becomes subject to cancellation by reason of anything so done or omitted to be done, the Landlord may without prior notice terminate this Lease and re-enter the Leased Premises. 5.5 Signage. The Tenant shall, with the Landlord's prior written approval, not to be unreasonably withheld, be permitted to install and exhibit sign(s) identifying the Tenant and the Tenant's business activities on the Leased Premises. Subject to requirements of existing municipal laws, such sign(s) are to be installed and maintained at the Tenant's own expense. 5.6 ~ Rules and Regulations. The Landlord shall be entitled from time to time to make reasonable rules and regulations for the operation, maintenance, safety, and use of the Leased Premises and the Tenant shall comply with such rules and regulations and shall cause its servants agents, employees, customers, invitees and licensees to comply with such rules regulations. ARTICLE 6 RIGHTS AND OBLIGATIONS OF THE LANDLORD 6.1 Operation of Leased Premises. The Tenant shall assume full responsibility for the operation and maintenance of the Leased Premises and for the repair or replacement of all fixture chattels located therein or thereon. The Landlord shall have no responsibility whatsoever with respect to maintenance, repairs or replacement, except as provided in Section 6.2 herein, provided that if the Tenant fails to do so, the Landlord may at its sole option upon 14 days prior written notice and without any obligation to the Tenant elect to perform such maintenance, repairs or replacement as the Landlord may reasonably deem necessary desirable. In so doing, the Landlord shall not be liable for any consequential damage, direct or indirect to any person or property, including, but without restricting the generality often foregoing, damages for a disruption of the business of the Tenant and damage to, or loss the goods, chattels and equipment and other property of the Tenant nor shall any reduction disruption of services be construed as a breach of the Landlord's covenants or as an eviction of the Tenant, or release of the Tenant from any obligation under this Lease provided that the Tenant's business is not unreasonably interfered with. 6.2 Access by Landlord. The Tenant shall permit the Landlord to enter the Leased Premises any time outside normal business hours in case of an emergency and otherwise during normal business hours where such will not unreasonably disturb or interfere with the Tenant's use of the Leased Premises or operation of its business, to examine, inspect and show the Leased Premises for purposes of leasing, sale or financing, to provide services or make repairs, replacements, changes or alterations as provided for in this Lease and to take such steps the Landlord may deem necessary for the safety, improvement or preservation of the Leased Premises. The Landlord shall, whenever possible, consult with or give reasonable notice the Tenant prior to entry but no such entry shall constitute an eviction or a breach of the Landlord's covenant for quiet ;,.~ enjoyment or entitle the Tenant to any abatement of Rent. The Tenant shall also permit the Landlord, its employees and agents, at any time prior to the expiry or termination of ' this Lease to enter the Leased Premises for purpose of showing it to any such persons as may be desirous of purchasing or leasing the Leased Premises. ARTICLE 7 TENANT'S RESPONSIBILITIES 7.1 Tenant's Obligations. In connection with the Leased Premises, the Tenant hereby agrees that it shall be responsible for the following throughout the Term: (a) Insurance - to take out and maintain, in the name of the Landlord its agents and employees, the Tenant and each mortgagee of the Leased Premises as their interests may appear the following forms of insurance: (i) all risks property insurance (including flood, sewer back-up and earthquake) with coverage for the full replacement cost value of the Leased Premises including By-Law endorsement for demolition or replacement; (ii) insurance upon property of every description owned by the Tenant or for which the Tenant is legally liable and installed or kept within the Leased Premises (including leasehold improvements) in an amount not less than -- the full replacement costs value; (iii) comprehensive broad form boiler, machinery and equipment insurance for the full replacement cost value of all boilers, pressure vessels, air- conditioning an other equipment located on the Leased Premises; (iv) comprehensive public liability and broad form property damage insurance with limits of not less than $1,000,000 per occurrence with extensions including but not limited to personal injury, intentional acts, blanket contractual, cross-liability and severability of interest, occurrence property damage, employer's liability an non-owned automobile coverage; (v) any other form or forms of insurance as the Landlord or its mortgagees may reasonably require; (vi) rental interruption insurance covering a period of at least 12 months payable to the Landlord as the named insured. All insurance policies required under this provision shall provide for a waiver of subrogation against the Landlord or those for whom it is in law responsible whether any damage is caused by the acts, omission, or negligence of the Landlord or those for whom it is in law responsible. Cacti such insurance policy shall further contain a prohibition against cancellation or material change that reduces or restricts the insurance coverage except upon 30 days prior written notice to the Landlord. The Tenant shall provide the Landlord with certified copies of each such insurance policy on or before the Commencement Date. 6 (b) Utilities - to promptly pay and discharge all charges, rates, assessments and levies for 17eat, water, gas, 17ydro, sewage, and all otl7cr utilities supplied to or consumed in the I,alud I'rcmiscs. (c) '!'axes - to promptly pay and discharge all (axes, levies, duties, assessments, and license fees whatsoever whether municipal, school, provincial, parliamentary or otherwise levied, imposed or assessed against the Leased Prenises or upon the Landlord in response thereof, or from time to time levied, imposed or assessed in the future in lieu thereto including those levied, imposed or assessed for education, school alld bC 1171pCOVC111e171S, or other similar taxes imposed upon the Landlord or the Tenant an including all Value Taxes, business taxes, if any, and realty taxes from time to time payable by the Landlord or levied against the Landlord on account of its ownership or operation of the Leased Premises; and including all costs and expenses (including legal fees on a solicitor and client basis and other professional fees and interest and penalties on deferred payments) incurred by the Landlord in good faith in contesting, resisting or appealing any such taxes, rates, duties, levies or assessments but excluding income o profits taxes upon the income of t17e Landlord; as well as any form of capital or capital gains taxes levied in respect of the Leased Premises all to be paid by the Tenant on or before the date when the same or installments for the same are due. The Tenant shall upon t11e request of the Landlord promptly deliver to the Landlord for examination al receipts for payment of such taxes, levies, duties, assessments and license fees. The Te17ant shall also reimburse the Landlord at times and in the manner specified by the Landlord, and in the full amount of any taxes in the nature of a business transfer tax Value Taxes, sales tax or any other tax levied, rated, charged or assessed in respect to the Minimum Rent or Additional Rent payable under this Lease. The Tenant shall reimburse the Landlord for such taxes at the full tax rate applicable from time to time. (d) Heating and Cooling - to pay and discharge as Rent the cost of all heating, cooling ventilating and air conditioning required in the Leased Premises and the cost of all repairs, replacements and improvements to tl7e 1leating, ventilating, air conditioning and other service and utility systems; (e) Maintenance - to n7aintain the Leased Premises and all improvements therein in good order and condition, provide all landscaping, gardening and snow removal, keep the Leased Premises in a clean condition and remove from the Leased Premises at it expense all debris and garbage; (f) Repairs - to perfol•n7 all repairs to and make all replacements of fixtures, syste171s facilities, equipment, machinery, leasehold improvements and plate glass in the Lease Premises as 171ay be necessary; and (g) All Other Expenses - to pay all other expenses of every nature incurred in connection with the maintenance and operation of the Leased Premises. 7 ~- 7.2 Payment of Costs. The Tenant shall pay all of the costs and expenses associated with the Tenant's obligations directly to the appropriate party as they come due and shall, at the Landlord's request, provide the Landlord with copies of receipts or other proof acceptable to the Landlord that such costs have been paid. If the Tenant fails to perform any obligation under this Lease or to pay any costs and expenses as set out herein, the Landlord may at it sole option and discretion, on seven (7) days written notice to the Tenant, perform such obligation or pay such amounts on behalf of the Tenant and the Tenant shall forthwith upon receipt of an invoice therefore reimburse the Landlord for the cost of such action or the amount of such payment. 7.3 Leasehold Improvements. The Tenant nlay install in the Leased Premises its usual fixture and personal property in a proper manner; provided that 11o installation or repair shall interfere with or damage the mechanical or electrical systems or the structure of the Leased Premises. If the Tenant is not then in default hereunder, the fixtures and personal property installed in the Leased Premises by the Tenant may be removed by the Tenant from time to time in the ordinary course of the Tenant's business or in the course of reconstruction, renovation or alteration of the Leased Premises by the Tenant, provided that the Tenant promptly repairs at its own expense any damage to the Leased Premises resulting from the installation and removal reasonable wear and tear excepted. The Tenant shall, if required by the Landlord, remove any Leasehold Inlprovelllents or fixtures from the Leased Premise upon the termination of this Lease. 7.4 Alterations by "Conant. "Il1e "Tenant Illay lrom tlnle t0 llme at its own expense make change additions and improvements to the Leased Premises to better adapt the same to its business provided that any change, addition or improvement shall be made only after obtaining written consent of the'.. Landlord, such consent not to be unreasonably withheld and shall be carried out in a good and workmanlike manner and only by persons selected by the Tenant an reasonably approved in writing by the Landlord. If any such changes, additions or improvements require alterations to the exterior walls, roof, or other structural components of the Leased Premises or modification to the heating, ventilation or air conditioning systems in the Leased Premises, the Tenant s11a11 be solely responsible for the cost of such modification and the Landlord hereby reserves the right to perform any such work at the expense of the Tenant provided that the cost of such work to the Tenant is reasonable in the circumstance. 7.5 Liens. The Tenant shall pay promptly when due all costs for work done or caused to be -done by the Tenant in the Leased Premises which could result in any lien or encumbrance on the Landlord's interest in the property, shall keep the title to the property and every part thereof free and clear of any lien or encumbrance in respect of the work and shall indemnify and hot harmless the Landlord against any claim, loss, cost, demand and legal or other expenses, whether in respect of any lien or otherwise, arising out of the supply of materials, services labor for the work. 7.6 Notify Landlord. "I,he "tenant shall immediately notify the Landlord of any accidents defect in the Leased Premises or any systems thereof, and as well of any matter or condition which may cause injury or damage to the Leased Premises or any person or ~~ property locate therein. -- ARTICLE 8 DAMAGE AND DESTRUCTION 8.1 Damage and Destruction. If during the Term the Leased Premises or any part thereof shall be damaged by fire, lightning, tempest, structural defects or acts of God or by any additions perils from time to time defined and covered in the standard broad-coverage fire insurance policy carried by the Landlord on the Leased Premises, the following provisions shall apply: (a) If as a result of such damage the Leased Premises are rendered partially unfit for occupancy by the Tenant, the Rent shall abate in the proportion that the part of the Leased Premises rendered unfit for occupancy by the Tenant is of the whole of the Leased Premises. If the Leased Premises are rendered wholly unfit for occupancy by the Tenant, the Rent shall be suspended until the Leased Premises have been rebuilt and repaired or restored. (b) Notwithstanding subsection (a) above, if in the opinion of the Landlord's architect or engineer given within 60 business days of the happening of damage, the Lease Premises shall be incapable of being rebuilt, repaired, or restored with reasonable diligence within 180 days after the occurrence of the damage then either the Landlord or the Tenant may, at its option, terminate this Leased by notice in writing to the other given within 15 days of the giving of the opinion of the Landlord's architect or engineer. If notice is given by the Landlord or Tenant under this Section, then this Lease shall terminate from the date of such damage and the Tenant shall immediately surrender the Leased Premises and all interest therein to the Landlord and the Rent shall be apportioned and shall be payable by the Tenant only to the date of the damage and the Landlord may thereafter re- enter and repossess the Leased Premises. (c) If the Leased Premises are capable with reasonable diligence of being rebuilt, repaired and restored within 180 days of the occurrence of such damage, then the Landlord shall proceed to rebuild, restore or repair the Leased Premises with reasonable promptness within 180 days plus any additional period due to delay caused by strikes, lock-outs, slow-downs, shortages of material or labor, acts of God, acts of war, inclement weather or other occurrences which are beyond the reasonable control of the Landlord, and the Rent shall abate in the manner provided for in subsection (a) above until the Leased Premises have been rebuilt, repaired or restored; provided that nothing in this Section shall in any way be --.. deemed to affect the obligation of the Tenant to repair, maintain, replace or rebuild the Leased premises as otherwise provided by the terms of this Lease. ARTICLE 9 INDEMNITY 9.1 Indemnity. "1•he "fenant shall defend, indemnify, and save harmless the Landlord and its agents and employees li•om any and all liabilities, damages, costs, claims, suits or actions growing arising out of: 9 (a) any breach, violation or non-performance of any covenant, condition or agreement in this Lease set forth and contained on the part of the Tenant to be fulfilled, kept, observe and performed; (b) any damage to property while the property is in or about the Leased Premises; and (c) any injury to person or persons including death resulting at any time therefrom occurring in or about the Leased Premises. 9.2 Limitation of Landlord's Liability. The Landlord and its agents and employees shall not be liable for any damage to the Leased Premises or any property located therein "~ caused by a latent defect or by steam, water, rain or snow which may leak into, issue or flow from an part of the Leased Premises or from the water, steam, sprinkler or drainage pipes or plumbing, works of the same or from any other place or from any damage caused by or attributable to the condition or arrangement of any electrical or other wiring or for any damage caused by anything done or omitted to be done by any person or for damage caused by interruption or failure of any service or utility or for damage however caused to merchandise, stock in trade books, records, files, money, securities, negotiable instruments, papers or other valuables. 9.3 Survival of Obligations and Indemnities. All obligations of the Tenant which arise during the Term pursuant to this Lease and which have not been satisfied and the indemnities an other obligations of the Tenant contained in Section 9.1 shall survive the expiration or other termination of this Lease. ARTICLE 10 DEFAULT 10.1 Interest and Costs. The Tenant shall pay monthly to the Landlord interest at a rate equal to the lesser of the prime rate established as such by the Landlord's bank from time to time plus four percent per annum and the maximum rate permitted by applicable la~v, upon any default in payment of Rent from the due date for payment thereof until the same is fully paid an satisfied. The "Tenant shall indemnity the Landlord against all costs and charges reasonably incurred in enforcing payment of Rent hereunder and in obtaining possession of the Lease Premises should the same be necessary. 10.2 Events of Default. Each of the following events shall constitute an event of default (an "Event of Default"): (a) all or any part of the Rent hereby reserved is not paid when due and upon written notice by the Landlord default continues for five (5} days after notice thereof. The written notice is not required on more than two occasions in a calendar year; or 10 (b) the Term or any goods, merchandise, stock in trade, chattels or equipment of the Tenant is seized or is taken in execution or in attachment or if a writ of execution is issued against the Tenant or if a creditor takes possession thereof; or (c) the Tenant or any person or corporation bound to perform the obligations of the Tenant hereunder either as guarantor or indemnifier or as one of the parties constituting the 'T'enant takes any steps or suffers any order to be made for its winding-up or other termination of its corporate existence or becomes insolvent or commits an act bankruptcy or becomes bankrupt or takes the benefit of any statute that may be in force for bankrupt or insolvent debtors or becomes involved in voluntary or involuntary winding-up proceedings or if a receiver or receiver/manager shall be appointed for the business, property, affairs or revenues of the Tenant or such person or corporation; or ~~~' (d) the Tenant makes a bulk sale of its goods or moves or commences, attempts or threaten to move its goods, chattels and equipment out of the Leased Premises (other than in the normal course of its business) or ceases to conduct business from the Leased Premise for in excess of 14 days; or (e) the Tenant fails to observe, perform and keep each and every of the covenant agreements and conditions herein contained to be observed, performed and kept by the Tenant and persists in the failure after 10 days notice by the Landlord requiring the 't'enant to remedy, correct, desist or comply (or if any breach would reasonably require more than 10 days to rectify, unless the Tenant commences rectification within the 10 day notice period and thereafter promptly and effectively and continuously proceeds wit the rectification of the breach}; or (f) Tenant defaults under any other obligation to Landlord. 10.3 Remedies on Default. Upon the occurrence of one or more Events of Default, the Landlord may, at its option, and in addition to and without prejudice to all rights and remedies of the Landlord available to it either by any other provision of this Lease or by statute or the general law: (a) be entitled to the frill amount of the current month's and the next three months installments of Rent which shall immediately become due and payable and the Landlord may immediately distrain for the same, together with any arrears then unpaid; (b) without notice or any form of legal process, forthwith re-enter upon and take possession of the Leased Premises or any part thereof in the name of the whole and re-let the Lease Premises or any part thereof on behalf of the Tenant or otherwise as the Landlord sees it and remove and sell the Tenant's merchandise, stock in trade, goods, chattels and trade fixtures therefrom, any rule of law or equity to the contrary notwithstanding; ~~' (c) seize and sell such goods, chattels and equipment of the Tenant as are in the Leased Premises and may apply the proceeds thereof to all Rent to which the Landlord is entitled under- this Lease. Any such sale may be effected by public auction or otherwisc and either in bulk or by individual item, all as the Landlord in its sole discretion may decide; (d) terminate this Lease by leaving upon the Leased Premises ten (10) days prior written notice of the termination, and termination shall be without prejudice to the Landlord' right to damages; it being agreed that the Tenant shall pay to the Landlord as damage the loss of income of the Landlord to be derived from the Leased Premises for the unexpired portion of the Term had it not been terminated, provided that the Landlord shall not be entitled in any event to receive any damages greater than those damages the Landlord would be entitled to receive at law; or (e) re-enter into and upon the Leased Premises or any part thereof in the name of the whole and repossess and enjoy the same as of the Landlord's former estate, anything herein contained to the contrary notwithstanding; and (i) the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-entering, tcrmiilating, re-letting, collecting sums due or payable by the Tenant or realizing upon assets seized including tenant inducements, leasing commissions, legal fee on a solicitor and client basis and all disbursements and the expense of keeping the Leased Premises in good order, and preparing the same for re-letting. 10.4 ~-- Waiver. If the Landlord shall overlook, excuse, condone or suffer any default, breach or non-observance by the Tenant of any obligation hereunder, this shall not operate as a waiver of the obligation in respect of any continuing or subsequent default, breach or non-observance and no such waiver shall be implied but shall only be effected if expressed in writing. 10.5 Waiver of Exemption and Redemption. Notwithstanding anything contained in any statue now or hereafter in force limiting or abrogating the right of distress, none of the Tenant's goods, merchandise, stock in trade, chattels or trade fixtures on the Leased Premises at an time during the Term shall be exempt from levy by distress for Rent in arrears, and upon an claim being made for exemption by the Tenant or on distress being made by the Landlord this agreement may be pleaded as an estoppel against the Tenant in any action brought to test the right to the levying upon any such goods as are named as exempted in any such statute, the Tenant hereby waiving all and every benefit that could or might have accrued to Tenant under and by virtue of any such statute but for this Lease. The Tenant expressly waives any and all rights of redemption and relief from forfeiture granted by or under any present or future laws in the event of the Tenant being evicted or dispossessed any cause, or in the event of the Landlord obtaining possession of the Leased Premises, reason of the violation by the Tenant of any of the terms or conditions of this Lease otherwisc. 10.6 Confession of Judgment; Jurisdiction and Venue. UPON THE OCCURRENCE OF ~~ ANY EVENT OF DEFAULT UNDER THIS LEASE OR ANY OTHER DOCUMENT PERTAINING TO THE SALE OF THE BIG UGLY WAREHOUSE NAME AND 12 GOODWILL, THE TENANT AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE, OR ANY CLERK OF, ANY COURT OF RECORD IN THE UNITED STATES TO CONFESS JUDGMENT ON BEHALF OF THE HOLDER AGAINST THE BORROWER IN THE FULL AMOUNT OF PRINCIPLE AND INTEREST DUE ON 'T'HIS LEASE, PLUS A'CTORNEY'S FEES OF FIFTEEN PERCENT (15%) OF SUCI-I AMOUNT. (This provision shall not limit the obligation of the Tenant to pay all reasonable attorney's fees incurred by the Landlord in connection with this Lease.) Notwithstanding the amount of attorneys fees for which judgment may be confessed hereunder, the Landlord agrees to use reasonable efforts to retain counsel who will charge the landlord only for time and expenses at normal hourly rates, and the Landlord will not enforce the attorney's fees portion of any confessed judgment for an amount in excess of the actual fees and expenses charged to the Landlord by its counsel with confessing judgment against the "lenant and collecting on such judgment. In any action brought by the Landlord under this Lease, Tenant consents to the exercise of personal jurisdiction over it by the courts of the Commonwealth of Pennsylvania, or in the United States District Court for the Middle District of Pennsylvania, in addition to any other court where venue may be proper. The Tenant waives and releases to the extent permitted by law, all errors and all rights of exemption, appeal, stay of execution, inquisition and extension upon any levy on real estate or personal property to which the Tenant may otherwise be entitled under the laws of the United States of America or any State or Possession of the United States of America now in force or which may hereafter be passed, as well as the benefit of any and eve-•y statue, ordinance, or rule of court which may be lawfully waived conferring upon the Tenant any right or privilege of exemption, appeal, stay of execution, or supplementary proceedings, or other relief from the enforcement or immediate enforcement of a judgment or related proceedings on a judgment. The authority and power to appear for and enter j udgment against the Tenant shall be exercisable concurrently in one or more jurisdictions shall not be exhausted or `-'extinguished by one or more exercises thereof, or by any imperfect exercise thereof or by any judgment entered pursuant thereto. Such authority and power may be exercised on one or more occasions, from time to time, in the same or different jurisdictions, as often as the Landlord shall deem necessary or desirable, for all of which this Lease shall be sufficient warrant. 10.7 Interest Rate After Judgment. If j udgment is entered against the Tenant on this Lease, the amount of the judgment entered (which inay include, interest, default interest, late charges, fees and costs) shall bear interest at the highest rate authorized under this Lease as of the date of entry of judgment. 10.8 Miscellaneous. In the even of a default under this Lease, Landlord shall recover and Tenant shall be obligated to pay Landlord's reasonable attorney's fees. No termination of this Lease or any taking or recovery of possession of the Premises shall deprive Landlord of any of its remedies or rights of action against Tenant, and Tenant shall remain liable for all past or future rent, including all additional Rent, taxes, insurance premiums, and other charges and rent payable by Tenant under this Lease, during the Term. In no event shall the brining of any action for rent or other default be construed as a waiver of the right to obtain possession of the Leased Premises. 13 ~• When this Lease and its terms shall have been terminated on account of any default hereunder and also when the terms hereby created shall have expired, and after written notice with fifteen days right to cure, it shall be lawful for any attorney of any court of record to appear as attorney for Tenant as well as for all persons claiming by, through or under tenant and to confess judgment for the possession and recovery by Landlord of possession of the demised premises together with costs ol~suit and reasonable attorney's fees of not less than one thousand dollars ($1,000.00), for which this Lease shall be sufficient warrant. Thereupon, if Landlord so desires, an appropriate writ of possession may issue forthwith, without any prior writ or proceeding whatsoever, provided that if for any reason after such action hall have been commences it shall be determined that possession of the demised premises should remain in or be restored to Tenant, Landlord shall have the right for the same default and upon any subsequent default or defaults, or upon the termination of this Lease or of Tenant's right of possession as hereinbefore set forth., to bring one or more further action or actions as hereinbefore set forth, to recover possession of the demised premises and to confess judgment for the recovery of possession of the demised premises as hereinbefore provided. Notwithstanding anything contained in this Lease to the contrary, the right of Landlord to confess judgment for ejectment as specified above shall not preclude or limit Landlord's right to initiate any other action. In the event of default hereunder and also when the term hereby created shall have expired, and after written notice with fifteen days right to cure, it shall be lawful for any attorney of any court of record to appear as attorney for Tenant as well as for all persons claiming by, though and under Tenant and to therein confess judgment for damages for amounts due hereunder together with costs of suit and attorneys fees of not less than five percent of the amount claimed, for which this Lease shall be sufficient warrant. Thereupon, if Landlord so desires, an appropriate writ of execution may issue forthwith, without any prior writ or proceeding whatsoever, proved that if for any reason after such action shall have been commenced Landlord shall have the right for the same defaults and upon any subsequent Tenant's rights as hereinbefore set forth, to bring one or more further action or actions as hereinbefore set forth, and to confess judgment as hereinbefore provided. Notwithstanding anything contained in this Lease to the contrary, the right of Landlord to confess judgment as specified above shall not preclude or limit Landlord's right to initiate any other action. Tenant expressly waives: (i) The right to delay execution on any real estate that may be levied upon to collect any amounts which may become due under the terms and conditions of this Lease and right to have the same appraised. Tenant authorizes the Prothonotary or Clerk to enter a writ of execution or other process upon Tenant's voluntary waiver and further agrees that said real estate may be sold on a writ of execution or other process. (ii) All rights under the Pennsylvania Landlord and Tenant Act of ~~ 1951 and all supplements and amendments thereto. 14 (iii) The right to ten (10), fifteen (15) and/or thirty (30) days notice, and notices to quit, required under certain circumstances by the -' Pennsylvania Landlord and Tenant Act of 1951, Tenant hereby agreeing that the respective notice periods provided for in this Lease shall be sufficient in either or any such case. (iv) The partied hereto shall, and they herby do waive trial by jury in action, proceeding, or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of, or in any way connected with, this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Leased Premises, and/or any claim of injury or damages arising out of the Leased Premises, the Building, or the Shopping Center, and the sale of the Big Ugly Warehouse name and goodwill. (vj All rights and remedies provided herein or otherwise existing at law or in equity are cumulative, and the exercise of one or more rights or remedies by either party shall not preclude or waive its right to the exercise of any or all of the others. ARTICLE 11 ASSIGNMENT AND TRANSFERS 11.1 No Assignment By Tenant. The Tenant shall not assign, sublet, pledge or transfer this Lease or any interest therein or in any way part with possession of all or any part of the Leased Premises, or permit all or any part of the Leased Premises to be used or occupied by any other person without the Landlord's prior written consent, which consent may not be unreasonably withheld. No assignment shall relieve Tenant of liability hereunder. 11.2 Sale, Conveyance and Assignment by the Landlord. Nothing in this Lease shall restrict the right of the Landlord to sell, convey, assign, pledge or otherwise deal with the Leased Premises subject only to the rights of the Tenant under this Lease. A sale, conveyance assignment of the Leased Premises by the Landlord shall operate to release the Landlord from liability from and after the effective date thereof in respect of all of the covenants, terms a conditions of this Lease, express or implied, except as they may relate to the period prior the effective date, and only to the extent that the Landlord's successor assumes Landlord's obligations under the Lease and the Tenant shall thereafter look solely to the Landlord's successor in interest and to this Lease. 11.3 Subordination. This Lease is and shall be subject and subordinate in all respects to any -" and all mortgages (including deeds of trust and mortgage) now or hereafter placed on the Lease Premises and all advances thereunder, past, present and future and to all renewal modifications, consolidations, replacements and extensions thereof. The Tenant agrees execute promptly after request therefore an instrument of subordination as may be requested. 15 ARTICLE 12 SURRENDER AND OVERHOLDING 12.1 Surrender. Upon the expiration or other termination of the Term, the Tenant shall immediately quit and surrender possession of the Leased Premises and all leasehold improvements in substantially the condition in which the Tenant is required to maintain the Leased Premises excepting only reasonable wear and tear, and upon surrender, all right, title and interest of the Tenant in the Leased Premises shall cease. It is understood that the Landlord has the right to remove and sell or otherwise dispose of any leasehold improvements, chattels, equipment or any other property of the Tenant left on the Lease Premises by the Tenant after the termination of this Lease, and to retain the proceeds thereto and the Tenant shall pay to the Landlord upon written demand all of the costs incurred by the Landlord in connection therewith. 12.2 _ Overholding. If the Tenant continues to occupy the Leased Premises after the expiration other termination of the Term without any further written agreement, the Tenant shall be a monthly tenant at an Minimum Rent equal to two times the Minimum Rent paid by the Tenant immediately prior to the expiration or other termination of the Term but subject to all other provisions in this Lease to the extent that the same are applicable to a month to month tenancy, and a tenancy from year to year shall not be created by implication of law. Nothing contained in this Section shall preclude the Landlord from exercising all of its rights set out in this Lease including, without limitation, the taking of any action for recovery or possession of the Leased Premises. ARTICLE 13 GENERAL 13.1 Entire Agreement. 'T'here is no promise, representation or undertaking by or binding upon the Landlord except such as arc expressly sct forth in this Lease, and this Lease including the Schedules contains the entire agreement between the parties hereto. 13.2 Registration. The Tenant agrees not to record/register this Lease. 13.3 Notice. Any notice required or contemplated by any provision of this Lease shall be given in writing and shall be sufficiently given if mailed certified return requested or overnight courier or delivered to the Landlord, delivered to the address set out on page 1 and if to the Tenant, personally (or to a partner or officer ol~the Tenant if the Tenant is a firm or corporation) or delivered to the Leased Premises (whether not the Tenant has departed from, vacated or abandoned the same). Any notice shall to deemed to have been received five postal delivery days after the date of mailing or on the day following the date of delivery or sending. If it is reasonably anticipated that mail service be disrupted, notice must be delivered or sent by telecopy or other form of immediate transmission. Copy of notices to: ,~. 16 Landlord: Leslie D. Jacobson The Law Offices of Leslie D. Jacobson 8150 Derry Street, Ste. A Harrisburg, Pa 1711 1 Tenant 13.4 Relationship of Parties. Nothing contained in this Lease shall create any relationship between the parties hereto other than that of Landlord and Tenant. 13.5 Governing Law. This Lease shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Pennsylvania. 13.6...,. Amendment or Modification. No amendment, modification or supplement to this Lease shall be valid or binding unless set out in writing and executed by the Landlord and the Tenant. 13.7 Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lock- outs labor troubles, inability to procure materials, failure of power, restrictive governmental law or regulations, riots, insurrection, war or other reason of a like nature not the fault of the part' delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. This provision shall not extend Tenant's obligation to pay rent. 13.8 Severability. All of the provisions of this Lease are to be construed as covenants and agreements. If any provision of this Lease is illegal or unenforceable, it shall be considered separate and severable from the remaining provisions of this Lease, which shall remain in force and be binding as though the provision had never been included. 13.9 Captions and Headings. The captions and headings contained in this Lease are for convenience of reference only and are not intended to limit, enlarge or otherwise affect the interpretation of the Articles, Sections or parts thereof to which they apply. 13.10 Interpretation. Wherever necessary or appropriate in this Lease, the plural shall be interpreted as singular, the masculine gender as feminine or neuter and vice versa and when there are two or more parties bound by the Tenant's covenants herein contained their obligations shall be joint and several. 13.11 Time of the Essence. Time shall be of the essence hereof. 13.12 Successors and Assigns. Subject to specific provisions contained in this Lease to the `~ contrary, this Lease shall ensure to the benefit of and be binding upon the successors an 17 assigns of the Landlord and the heirs, executors and administrators and the permitted successors and assigns of the Tenant. 13.13 Consent Not Unreasonably Withheld. For greater clarity and except as otherwise specifically provided, whenever consent or approval of Landlord or Tenant is required wider the terms ol~ this Lease, such consent or approval shall not be unreasonably withheld or delayed. If either party withholds any consent or approval such party shall on written request deliver to the other a written statement giving the reasons therefore. 13.14 Net Lease. 'fhe Tenant acknowledges and agrees that it is intended that this Lease is completely carefree net lease to the Landlord, except as herein set out, that the Landlord is not responsible during the term for any costs, charges, expenses or outlays of any nature whatsoever arising from or related to the Leased Premises, or the use and occupancy thereof or the business carried on therein, and the Tenant shall pay all charges impositions, costs and expenses of every nature and kind relating to the Leased Premises except as expressly herein set out. Notwithstanding anything previously contained in this lease, Landlord shall be responsible for all real estate taxes, water, and sewer. IN WITNESS WHEREOF the Landlord and the Tenant have executed this Lease as of the date i~~~` Witness on J. McGill-Sarago, P ' ciple Sarago Enterprises LLC Signature page of Lease Agreement continued on Page 19 Y- lx y: Chris Sarago, Principal, Sarago Enterprises LLC i~ ~i/J Witness • Additional Signature page Lease i~~=~,~ W1trlesS :~Y~l,~ Witness By: Le et~ini, Principal, Sarago ~ l -prises LLC By: Ann Marie Termini, Principal, Sarago Enterprises LLC i~~i/~ Witness ~~~~:~ Witness l fitness Witness r~ J ~~ By: Peter K. Sarago, Pr' ~cipal, Sarago Enterprises LLC By: Patricia Sara rincipal, Sarago Enterprises LLC By: Nikolas. Sarago, rincipal, Sarago Enterprises LLC By: Julie Sarago, Principal, Sarago Enterprises LLC 19 ADDENDUM TO COMII~RCIAL LEASE AGREEMENT DATE: 12/26/06 Sarago Enterprises, LLC LEASED LOCATION: 5267 Simpson Ferry Rd Mechanicsburg, Pa 17050 COMMENCEMENT DATE OF COMMERCIAL LEASE: April 1, 2006 TENANT; Sazago Enterprises, LLC LANDLORD: The Howard and Randall Hirsch Partnership It is agreed by Landlord and Tenant, the Options to extend the lease period as stated in the above lease have been changed; The new Lease Extension options are as follows; Tenant shall have (3) Three, (3) Three Year Options. The lease price at the start of each (3) Three-year option will be at fair market value. Landlord will contact 2 realtors specializing in commercial Retail Leasing to obtain current market value, in the advent that the realtors disagree on the current market value, Tenant agrees to pay the average of the two lease prices. In addition, in year 2 of each 3 year option, Tenant will pay a 3% price increase, in yeaz 3 of each option, Tenant agrees to pay a 3% price increase. This Addendum in no way changes any of the terms or conditions of the original Commercial Lease Agreement or any other Agreement between Howard and Randall Hirsch Partnership and Sarago Enterprises, LLC J~ , r ~ ~ C '~-Randall Hirsch (Lan ord) Date Howazd and Randall Hirsch Partnership is ~~ hris Sarago Date Agent For Exhibit 2 . . Hl'RSC~1 ~ PAR TN.EIRSHIP 610 poplar Rd. Dillsburg, Pa. 17019 (717) 5540366 Fax (717) 4321533 12/26/07 Sazagb Enterprises 5267 Simpson Ferry TZd. Mechanicsburg, pa 17050 NOTI(C)E Op' riEFAULT Lessee: Sarago Enterprises, LLC This is a formal notice that you are in default on your leases with Howard and Randall 1Tirseh Partnership for the leased locations; 200 S. Sumner St. York, Pa 17404 and 5267 Simpson ]: erry Rd. Mechanicsburg, Pa. 17050. The reason for the default is unpaid Rent, Taxes, & Utilities for the months of December, 2007' All past due Rents, Taxes, utilities, and other monies due Howard and Randall Hirsch Partnership must be paid in full before 12/31/07 or further action will be taken, The total amount due as of 12/16/07 is $18,829.46. You have personally guaranteed these rent payments. FuII payment for December rent is due immediately or we may act on these guarantees. Your rent is continually late, and your promises to how you are going to pay the rent have been continually broken. We can not allow any more late payments or broken promises. per the lease Hirsch Partnership has the right to any or all of the following (1) charge interest of prime plus 4'/0 on any unpaid balance. (2) $e entitled to the full amount of tha current months rent plus collect the next 3 month rent which will become due immediately, and many other options (read Article 10 of the lease). 'We reserve the right to pursue all remedies legal and Equitable, including but not limited to paragraph 10.3 of the lease. Sincerely, Randall Hirsch partner Howard and Randall Hirsch Partnership cc; Chris Sarago Lori J. McGill-Sarago Peter K. Sarago Patricia Sazago Lee Termini Ann Marie Termini N'ikolas Sarago Exhibit 3 i .1~1'IRS'C~ PARTNER,S~rl° 610 poplar Rd. Y?iUsburg,l'a. 17019 (7i7) 554-036G Fax (717) 432-1533 1V~OTICE January 1, 2008 Sarago lJnterprises 5267 Simpson Ferry Rd. Mechanicsburg, Pa 17050 Pursuant to Paragraph 10.3d of your lease, you are hereby notified that your lease is terminated effective January 14, 2008 Randall Hirsch Grcneral Partner The Howard and Randall Hirsch partnership Exhibit 4 Hr.RSC~r ~AR~.~.~~s.~rr~ 610 Roplar Rd. Dillsb~trg, ~a.17019 (717) 554-0366 Faa (717) 432-1533 January 14, 2008 Sarago Enterprises $267 Simpson Ferry Ted. Mechanicsburg, Pa 17050 Pursuant to Paragraph I0.3d of your lease, you your lease is hereby terminated e££ective January 14, 2008 Randall Hirsch General Partnez The Howard and Randall FTirsch Partnership Exhibit 5 THE HOWARD AND RANDALL IN THE COURT OF COMMON PLEAS HIRSCH PARTNERSHIP CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF v. NO. 08-454 CIVIL TERM SARAGO ENTERPRISES, LLC, CHRIS CIVIL ACTION -LAW AND LORI J. McGILL-SARAGO, : NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR SARAGO AND PETER K. SARAGO, LEE : POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI : DEFENDANTS AFFIDAVIT OF NON-CONSUMER TRANSACTION I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify, that to the best of my knowledge, that the Confession of Judgment for Possession attached is not being entered against a natural person in connection with a consumer credit transaction. I further state that this information is truecorrect to the best of my knowledge and belief and upon information received from others. I ll\ Dated: January 21, 2008 e lie D! Jacobson 5 73 81 0 Derry Street Harrisburg, PA 17111 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 21St day of January 2008, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Karr, Notary Public Swatara Twp., Dauphin County My Commission E~ires March 7, 2011 Not Publi Member, Pennsylvania Association of Notaries THE HOWARD AND RANDALL HIRSCH PARTNERSHIP v. PLAINTIFF SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-454 CIVIL TERM CIVIL ACTION -LAW NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR SARAGO AND PETER K. SARAGO, LEE : POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS AFFIDAVIT OF NON-RETAIL INSTALLMENT AGREEMENT I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify, that to the best of my knowledge, that the Confession of Judgment for Possession attached is not being entered pursuant to a Retail Installment Sales Bement between the Plaintiff and Defendant for residential property. I further stat t t this i ormation is true and correct to the best of my knowledge and belief and upon informati ce' ed from others. Dated: January 21, 2008 lie .Jacobson 52 73 81 0 De y Street H 'sb g, PA 17111 717.90 .5858 FAX: 717.909.7788 Attorney for Plaintiff COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 21St day of January 2008, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. No ublic COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Karr, Notary Public Swatara Twp., Dauphin County My Commission E~ires March 7, 2011 Member, Pennsylvania Assaciation of Notaries THE HOWARD AND RANDALL IN THE COURT OF COMMON PLEAS HIRSCH PARTNERSHIP CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF v. NO. 08-454 CIVIL TERM SARAGO ENTERPRISES, LLC, CHRIS CIVIL ACTION -LAW AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR SARAGO AND PETER K. SARAGO, LEE : POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS AFFIDAVIT OF NON-MILITARY SERVICE I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify, that to the best of my knowledge, that the party against whom judgment is to be entered according to the Confession of Judgment for Possession attached is not a member of the Armed Forces of the United States or any other military or non-military service covered by the Soldiers and Sailors Civil Relief Act of 1940. I further to that 5 information is true and correct to the best of my knowledge and belief and upon info~n ceived from others. Dated: January 21, 2008 8150 A 17111 717.909. S'898 FAX: 717.909.7788 Attorney for Plaintiff COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 21 S` day of January 2008, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. COMMONWEALT_ H pF PENNSYLVANIA Notarial Seal Jennifer L. Narr, Notary Public Swatara Twp., Dauphin County My Commission E~tires March 7, 201 ~ Member, Pennsylvania Association of Notaries No Public THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI DEFENDANTS IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-454 CIVIL TERM CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR POSSESSION OF REAL PROPERTY AFFIDAVIT OF DEFAULT I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify that to the best of my knowledge, the Confession of Judgment for Possession attached is being entered based upon monetary default of the Defendant for failure to pay monthly rent, utilizes and other obligations when requested. All notices of default pursuant to the terms of the Lease have been provided to Defendants. I further a that this information is true and correct to the best of my knowledge and belief and upon inform~on r ived from others. Dated: January 21, 2008 Jacobson 815 De Street Ham ur , PA 17111 717.909.5858 FAX: 717.909.7788 Attorney for Plaintiff COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN ss. On this, the 21St day of January 2008, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above written. COMMONWEALTH OF PENNSYLVANIA NOt PUb11C Notarial Seal Jennifer L. Karr, Notary Public Swatara Tvup., Dauphin County My Commission Expires March 7, 2011 Member, Pennsy!sania ~~ssoc:iation of Notaries THE HOWARD AND RANDALL HIRSCH PARTNERSHIP v. PLAINTIFF SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI DEFENDANTS CERTIFICATE OF RESIDENCE I, Leslie D. Jacobson, Esquire, attorney for The Howard and Randall Hirsch Partnership, hereby certify that the last known business address of Plaintiff is: The Howard and Randall Hirsch Partnership 610 Poplar Road Dillsburg, PA 17019 I, Leslie D. Jacobson, Esquire, attorney for the Howard and Randall Hirsch Partnership, hereby certify that the last known address of Sarago Enterprises, LLC is: Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 Dated: January 21, 2008 COMMONWEALTH OF PENNSYLVANIA COUNTY OF DAUPHIN IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR MONEY AND POSSESSION OF REAL PROPERTY ss. On this, the 21 S` day of January 2008, before me, the undersigned Notary Public, personally appeared Leslie D. Jacobson, known to me to be the person whose signature is affixed hereto and that he executed the same for the purposes herein contained. WITNESS my hand and notarial seal the day and year above w 'tten. Not Public COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jennifer L. Karr, Notary Public Swatara Twp., Dauphin County My Commission E~ires March 7, 2011 Member, Pennsyl~~ania Association of Notaries THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-454 CIVIL TERM CIVIL ACTION -LAW NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR SARAGO AND PETER K. SARAGO, LEE : POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS NOTICE UNDER RULE 2973.2 OF JUDGMENT AND EXECUTION NOTICE OF DEFENDANTS RIGHTS To: Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 A judgment for possession of real property has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in the written lease agreement or other paper allegedly signed by you. The sheriff may remove you from the property at any time after thirty (30) days from the date on which this notices is served on you. You may have legal rights to defeat the judgment or to prevent your from being removed from the property. ANY PETITION SEEKING RELIEF FROM THE JUDGMENT MUST VE FILED WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFOR TO HIRE A LAWYER, THIS OFFICE MAYBE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street / Carlisle, Pennsylvani~~ 70 Dated: January 21, 2008 Jacobson 111 FAX: 717.909.7788 Attorney for Plaintiff 81 0 D Street H 'sbur , PA 17 717. .858 THE HOWARD AND RANDALL IN THE COURT OF COMMON PLEAS HIRSCH PARTNERSHIP CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF : ~• NO. 08-454 CIVIL TERM SARAGO ENTERPRISES, LLC, CHRIS CIVIL ACTION -LAW AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA CONFESSION OF JUDGMENT FOR SARAGO AND PETER K. SARAGO, LEE : POSSESSION OF REAL PROPERTY AND ANN MARIE TERMINI DEFENDANTS NOTICE OF JUDGMENT BY CONFESSION To: Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 You are hereby notified that on January 22, 2008, the following judgment was entered against you in the above captioned case. Judgment for Possession of the real property located at 5267 E. Simpson Ferry Road Mechanicsburg, Pennsylvania 17050-3507 Date: Prothonotary YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFOR TO HIRE A LAWYER, THIS OFFICE MAYBE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, Pennsylvania 17013 I hereby certify that the following is the address of the Defendant. Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 Dated: January 21, 2008 a THE HOWARD AND RANDALL HIRSCH PARTNERSHIP PLAINTIFF v. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-454 CIVIL TERM SARAGO ENTERPRISES, LLC, CHRIS AND LORI J. McGILL-SARAGO, NIKOLAS SARAGO, PATRICIA SARAGO AND PETER K. SARAGO, LEE AND ANN MARIE TERMINI . DEFENDANTS CIVIL ACTION -LAW CONFESSION OF JUDGMENT FOR POSSESSION OF REAL PROPERTY NOTICE OF JUDGMENT BY CONFESSION To: Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 Usted por la presente es notificado que en January 22, 2008, el juicio siquiente se entro contra usted en el encima del caso de captioned. El juicio por la Confesion en la cantidad de 5267 E. Simpson Ferry Road, Mechanicsburg, Pennsylvania. La fecha: Prothonotary USTGED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCONTRAR ASISTENCIA LEGAL. CUMBERLAND COUNTY BAR ASSOCIATION 32 South Bedford Street Carlisle, Pennsylvania 17013 Por este medio certifico que to siguiente as la direction del Sarago Enterprises, LLC 5267 E. Simpson Ferry Road Mechanicsburg, PA 17050-3507 Dated: January 21, 2008 ID# 673 815 erry treet H burg, A 17111 717.9 .5$ VERIFICATION I, Howard Hirsch, being duly authorized to make this verification, do hereby verify that the facts stated in the foregoing document are true and correct to the best of my knowledge, information and belief. I understand that false statem is herein e made subject to the penalties of 18 Pa. C.S. §4904 relating to unswo £~sific~' n to authorities. ,.-, // // Date: l .Z f ~8 B / _ y: •..~ -• .. ~ _ . t-~ `..~ . -~ ' '11 ~_ ,,~ ,_. . , :: _: I~,a ` s i ~...) ~.:~ % CID Satisfy Judgement ;Z ct Howard and Randall Hirsch Partnership } In the Court of Common Pleas of } Cumberland County, Pennsylvania Plaintiff vs. Sarago Enterprises, LLC, Chris Sarago, Lori McGil Sarago, Nikolas Sarago } Judgment in favor of Plaintiff on January 21, 2008 Patrica Sarago, Peter K. Sarago, Lee Termini } for$ 100,858.23 Ann Marie Termini } No. 08-454 Civil Term Defendant Howard and Randall Hirsch Partnership Plaintiff in the above Judgment, do appear and acknowledge that Plaintiff this day have had and received and from Sarago Enterprises, LLC , Chris Sarago, Lori McGil Sarago, Nikolas Sarago, Patrica Sarago, Peter K. Sarago, Lee Termini, Ann Marie Termini the defendant in the above Judgment, full payment and satisfaction of the same, with interest and costs, and desired that satisfaction therefore shall be entered upon the records thereof. And further, do hereby authorize and empower David D. Buell the Prothonotary of said Court, to appear For Howard and Randall Hirsch Partnership and in our name name and stead to enter full satisfaction upon the record of said Judgment, as fully and effectually, to all intents and purposes, as we could were we personally present in person to do so. And for so doing this shall be your sufficient warrant of authority. In testimony whereof, M,' S( A.D. 20_OZ. State of Pennsylvania ) County of Cumberland,} have hereunto set our hands and sea day of (Seal) (Seal) (Seal) Personallv anneared before me. the subscriber. Randall Hirsch General Partner Howard and Randall Hirsch Partnership the Plaintiff in the above Judgment, and in due form of law acknowledged the within and foregoing Power of Attorney to satisfy the Judgment set forth, to be of act and deed, and desired that the same shall be filed of record in the office of the Prothonotary of the Court of Common Pleas of said County, In testimony whereof, I have hereunto set my hand and seal this P?? day of dC A.D.20 1 Z (Seal) COMMgn n 01 MWYIVANIA Notarial Seal Pamela L Hhsch, Notary Public Warrington Twp., York County My CommWon Expires Dec. 17, 2013 (Seal) Member, Pennsylvania Association of Notaries